1h. Riley Ridge Neighborhood Park Purchase Agreement0
CIS[ OF
CHANHASSEN
7700 Market Boulevard
PO Box 147
Chanhassen, MN 55317
Administration
Phone: 952.227.1100
Fax: 952.227.1110
Building Inspections
Phone: 952.227.1180
Fax: 952.227.1190
Engineering
Phone: 952.227.1160
Fax: 952.227.1170
Finance
Phone: 952.227.1140
Fax: 952.227.1110
Park & Recreation
Phone: 952.227.1120
Fax: 952.227.1110
Recreation Center
2310 Coulter Boulevard
Phone: 952.227.1400
Fax: 952.227.1404
Planning &
Natural Resources
Phone: 952.227.1130
Fax: 952.227.1110
Public Works
7901 Park Place
Phone: 952.227.1300
Fax: 952.227.1310
Senior Center
Phone: 952.227.1125
Fax: 952.227.1110
Web Site
www.ci.chanhassen.mn.us
MEMORANDUM
TO: Todd Gerhardt, City Manager
FROM: Todd Hoffman, Park and Recreation Director 41
DATE: March 28, 2011.
SUBJ: Request for Approval of Purchase Agreement
Riley Ridge Neighborhood Park
1-k
PROPOSED MOTION:
"The City Council approves the Purchase Agreement for vacant land for a
future park to be known as Riley Ridge Neighborhood Park."
Approval requires a simple majority vote of the City Council.
BACKGROUND
On February 28, 2011, the Chanhassen City Council approved the final plat for
the first phase of Reflections at Lake Riley. The development contract for
Reflections at Lake Riley lst Addition requires the transfer of 4.83 acres of land
( Outlot B) to the City of Chanhassen for use as a public park. This transfer of
property is being accomplished through the dedication of 3.8 acres of land and
the cash purchase of 1.75 acres of land at a cost of $112,716 per acre. The land
value is based on the price US Home Corporation is paying for the property
owned by the Klingelhutz Development, LLC. The successful transfer of
Outlot B to the City of Chanhassen satisfies all park dedication and park fee
requirements for the 66 single - family lots proposed as a part of Reflections at
Lake Riley.
Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow
Mr. Todd Gerhardt
March 28, 2011
Page 2
RECOMMENDATION
It is recommended that the City Council approve the attached Purchase
Agreement.
11 I7:XII1 ►12
1. Purchase Agreement
g: \park \th \riley ridge park\approve purchase agreement.doc
RECEIVED
MAR 2 1 2011
VACANT LAND PURCHASE AGREEMENT CITY OF CHANHASSEN
1. PARTIES. This Purchase Agreement is made on day of ,
2011, by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation, located
at 7700 Market Boulevard, P.O. Box 147, Chanhassen, MN 55317 ( "Buyer "), and U.S. HOME
CORPORATION, a Delaware corporation, 935 E Wayzata Blvd, Wayzata MN 55391 -1849
( "Seller ").
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell all that certain
real property located in the City of Chanhassen, County of Carver, State of Minnesota, legally
described as provided in Exhibit A attached hereto and made a part hereof ( "Subject Property "), on
the terms and subject to the conditions set forth in this Agreement.
3. PRICE AND TERMS. Subject to any acreage adjustment as provided below, the price for
the real property included in this sale is One Hundred Ninety -Seven Thousand Two Hundred Fifty -
Three and No /100 Dollars ($197,253.00) which shall be payable by Buyer to Seller in cash on the
Date of Closing.
Seller and Buyer agree that the size of the Subject Property is approximately 4.83 acres,
consisting of 3.08 acres of park dedication, in satisfaction of the required park land dedication
pursuant to the terms of the Development Contract between the Seller and Buyer for the Reflections
of Lake Riley 1St Addition, and approximately 1.75 acres of additional park land to be acquired by
the City in accordance with the terms of this Agreement. Upon receipt of a final survey or plat, the
total acreage of the Subject Property shall be determined by Seller and Buyer. Upon such
determination, the purchase prices shall be adjusted to comply based on a price of $112,716.00 per
acre (excluding the 3.08 acre dedicated portion of the Subject Property).
4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and
deliver a Limited Warranty Deed conveying marketable title of record, subject to:
A. Covenants, conditions, restrictions, declarations and easements of record, if any;
B. Reservations of minerals or mineral rights by the State of Minnesota, if any;
C. Building and zoning laws, ordinances, state and federal regulations; and
D. The plat of Reflections of Lake Riley 1st Addition, Carver County, State of
Minnesota, according to the recorded plat thereof and any recorded Development
Contract for Reflections at Lake Riley 1 Addition.
REAL ESTATE TAXES AND SPECIAL ASSESSMENTS.
A. Prior Years' Delinquent Real Estate Taxes and Delinquent Special Assessments
Delinquent real estate taxes payable in years prior to the year of Closing and
delinquent installments of special assessments certified for collection with real estate
taxes payable in years prior to the year of Closing, together with penalty, interest and
costs, shall be paid by Seller not later than the Date of Closing.
B. Real Estate Taxes Payable in the Year of Closing Seller and Buyer shall prorate all
general real estate taxes due and payable on the Subject Property in the year in which
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the Date of Closing occurs on a per diem basis. If the Subject Property is an
unsegregated part of a larger tax parcel or parcels, general real estate taxes shall be
allocated to the Subject Property based upon the same ratio as the gross acreage of
the Subject Property bears to the gross acreage of the entire tax parcel or parcels in
which the Subject Property is located. Seller shall pay on or before the Date of
Closing all levied and pending special assessments associated with the Subject
Property as of the date of this Agreement. Seller shall pay penalty, interest and
costs on any delinquent installment of taxes and special assessments payable in the
year of Closing. The parties understand that the legal description in this Purchase
Agreement is a new description requiring a subdivision or plat of the Subject
Property. This subdivision will require that the full year's taxes be paid before the
plat and deed can be recorded.
C. Certified Special Assessments All installments of special assessments certified for
payment with the real estate taxes payable in the year of Closing shall be paid by
Seller at Closing.
D. All Other Levied Special Assessments Seller shall pay on the Date of Closing all
other special assessments levied as of the date of this Purchase Agreement.
6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN
WARRANTIES. Seller warrants that buildings on adjoining real property, if any, are entirely
outside of the boundary lines of the Subject Property. Seller warrants that there has been no labor or
material furnished to the Subject Property by or at the request of Seller for which payment has not
been made. Seller warrants that it does not have actual knowledge of present violations of any
restrictions relating to the use or improvement of the Subject Property. These warranties shall
survive the delivery of the Limited Warranty Deed.
7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's
authorized agents shall have the right during the period from the date of this Agreement to the Date
of Closing to enter in and upon the Subject Property in order to make, at Buyer's expense, surveys,
measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees to restore
any resulting damage to the Subject Property and to indemnify, hold harmless and defend Seller
from any and all claims by third persons of any nature whatsoever arising from Buyer's right of
entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and
attorneys' fees. Buyer shall not perform any invasive testing of the Subject Property without
Seller's prior written consent. Seller's consent may be conditioned upon any restrictions that Seller
deems necessary. Buyer shall provide to Seller a copy of any such surveys, measurements, soil tests
or other tests within five (5) days after receipt.
S. POSSESSION. Seller shall deliver possession of the Subject Property not later than the actual
Date of Closing.
9. TITLE REVIEW BY BUYER. Within fifteen (15) days of the date of this Agreement, Buyer
shall be responsible for obtaining title evidence and reviewing title to the Subject Property. Buyer
shall be allowed twenty (20) business days after the receipt of the title commitment for examination
of title and making any objections, which shall be made in writing or deemed waived.
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10. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of
Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections,
Seller shall, within ten (10) business days, notify Buyer of Seller's intention to make title marketable
within the 120 day period. Pending correction of title, all payments required herein and the closing
shall be postponed; however, liens or encumbrances for liquidated amounts which can be released
by payment or escrow from proceeds of closing shall not delay the closing.
A. If notice is given and Seller makes title marketable, then upon presentation to Buyer
and proposed lender of documentation establishing that title has been made
marketable, and if not objected to in the same time and manner as the original title
objections, the closing shall take place within ten (10) business days or on the
scheduled closing date, whichever is later.
B. If notice is given and Seller proceeds in good faith to make title marketable but the
120 days period expires without title being made marketable, Buyer may declare this
Purchase Agreement null and void by notice to Seller, neither party shall be liable for
damages hereunder to the other, and earnest money, if any, shall be refunded to
Buyer.
C. If Seller does not give notice of intention to make title marketable, or if notice is
given but the 120 day period expires without title being made marketable due to
Seller's failure to proceed in good faith, Buyer may:
(i) Undertake proceedings to correct the objections to title, at Buyer's
cost and expense; or
(ii) Rescind this Purchase Agreement by notice as provided herein, in
which case the Purchase Agreement shall be null and void and all
earnest money paid, if any, shall be refunded to Buyer.
D. If title is marketable, or is made marketable as provided herein, and Buyer defaults in
any of the agreements herein, Seller's sole remedy is to cancel this contract as
provided by statute and retain all payments made hereunder as liquidated damages.
E. If title is marketable, or is made marketable as provided herein, and Seller defaults in
any of the agreements herein, Buyer's exclusive remedy is rescission of this
Purchase Agreement by notice as provided herein.
11. NOTICES. All notices required herein shall be in writing and delivered to the address as
shown at Paragraph 1, above either personally or by next business day delivery utilizing a delivery
service which provides package tracking services, and are effective as of the date of delivery.
12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota.
13. WELL DISCLOSURE. [Check one of the following: J
XX Seller certifies that Seller does not know of any wells on the Subject Property.
form.
Wells on the Subject Property are disclosed by Seller on the attached Well Disclosure
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14. DISCLOSURE OF INDIVIDUAL ON -SITE SEWAGE TREATMENT SYSTEM. [Check
one of the following.]
XX Seller certifies that Seller does not know of any individual on -site sewage treatment
systems on the Subject Property.
Individual on -site sewage treatment systems on the Subject Property are disclosed by Seller
on the attached Disclosure form.
15. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES.
A. As part of the consideration therefore, Seller represents, warrants, and covenants
with Buyer and its successors and assigns that:
Seller warrants and represents to Buyer that, without investigation or duty to
investigate, Seller does not have actual knowledge that any entity or person
has, at any time:
a) "released" or actively or passively consented to the "release" or
"threatened release" of any Hazardous Substance (as defined below)
from any "facility" or "vessel" located on or used in connection with
the Subject Property or adjacent tracts in violation of applicable laws;
or
b) taken any action in "response" to a "release" in connection with the
Subject Property or adjacent tracts; or
C) otherwise engaged in any activity or omitted to take any action which
could subject Seller or Buyer to claims for intentional or negligent
torts, strict or absolute liability, either pursuant to statute or common
law, in connection with Hazardous Substances (as defined below)
located in or on the Subject Property or adjacent tracts, including the
generating, transporting, treating, storage, or manufacture of any
Hazardous Substance (as defined below) in violation of applicable
law. The terms set within quotation marks above shall have the
meaning given to them in the Comprehensive Environmental
Response and Liability Act, 42 U.S.C. Sec. 9601 et seq., as amended
( "CERCLA ") and any state environmental laws.
2. Seller has the present full authority and power to execute this Agreement and
to close the sale of the Subject Property, subject to the contingencies
contained in this Agreement.
B. All of Seller's covenants, representations and warranties in this Agreement shall be
true as of the date hereof and as of the Closing Date, and shall be a condition
precedent to the performance of Buyer's obligations hereunder. If Buyer discovers
that any such covenant, representation, or warranty is not true, Buyer may elect prior
to Closing, in addition to any of its other rights and remedies, to cancel this
Agreement, or Buyer may postpone the Closing Date up to ninety (90) days to allow
time for correction. If Buyer elects to proceed with the Closing following such
discovery, Buyer shall be deemed to have waived its rights to assert a claim against
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Seller arising from the inaccuracy or untruthfulness of any such covenant,
representation, or warranty.
C. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below.]
(1) Seller represents that Seller does not know if there are historical, Native
American, or archeological materials on or in the Subject Property that might be
protected by law.
(2) XX Seller represents that, without investigation or duty to investigate, Seller does
not have actual knowledge that the Subject Property contains any American Indian
burial grounds, other human burial grounds, ceremonial earthworks, historical materials,
and/or other archeological sites that are protected by federal or state law. Buyer's
obligation to close is contingent upon Buyer determining to Buyer's satisfaction that the
Subject Property does not have any American Indian burial grounds, other human burial
grounds, ceremonial earthworks, historical materials, and /or other archeological sites
that are protected by federal or state law.
D. Except for Seller's express representations and warranties set forth in this Agreement
and the documents delivered by Seller at closing, Seller hereby specifically disclaims
any representation or warranty (oral or written) concerning: (i) the nature and
condition of the Subject Property and the suitability thereof for any and all activities
and uses that Buyer elects to conduct thereon; (ii) the manner, construction,
condition and state of repair or lack of repair of any improvements on the Subject
Property; and (iii) the compliance of the Subject Property with any laws, rules,
ordinances or regulations of any government or other body. Except for Seller's
express representations and warranties set forth in this Agreement (i) the sale of the
Subject Property is made on a strictly "AS IS ", "WHERE IS ", "WITH ALL
FAULTS" basis as of the Date of Closing, and (ii) Seller makes no warranty or
representation, express or implied, or arising by operation of law concerning the
Subject Property, any improvements located thereon or any soil or environmental
conditions related thereto, and Buyer hereby waives all claims for such matters
except claims related to breach of Seller's express representations and warranties in
this Agreement and the documents delivered by Seller at closing.
16. SELLER'S AFFIDAVIT. At Closing, Seller shall supplement the warranties and
representations in this Purchase Agreement by executing and delivering a Minnesota Uniform
Conveyancing Blank [Form No. 50.1.3] Affidavit Regarding Business Entity.
17. CLOSING. The closing (the "Closing ") shall be at a location designated by Buyer, and shall
occur simultaneous with the filing of the plat for Reflections of Lake Riley 1 St Addition ( "Closing
Date" or "Date of Closing "). Unless otherwise agreed by the parties in writing, in the event that any
of the contingencies provided for in this Agreement are not satisfied prior to December 31, 2012
this Agreement shall be null and void and of no further force and effect. At closing, Seller and
Buyer shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the
purposes of completing state and federal tax forms.
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18. CLOSING DOCUMENTS.
A. At the Closing, Seller shall execute and /or deliver to Buyer the following
(collectively the "Closing Documents "):
1. Limited Warranty Deed A Limited Warranty Deed in recordable form
[Minnesota Uniform Conveyancing Blank Form No. 10.2.9] and reasonably
satisfactory to Buyer, which shall include the following well representations:
"Seller certifies that the Seller does not know of any wells on the described
Subject Property."
2. Seller's Affidavit A standard form affidavit by Seller [Minnesota Uniform
Conveyancing Blank Form No. 50.1.3] indicating that on the date of Closing
there are no outstanding, unsatisfied judgments, tax liens or bankruptcies
against or involving Seller or the Subject Property; that there has been no
skill, labor or material furnished to the Subject Property for which payment
has not been made or for which mechanic's liens could be filed; and that there
are no other unrecorded interests in the Subject Property.
Non - Foreign Person Certification A certification in form and content
satisfactory to the parties hereto and their counsel, properly executed by
Seller, containing such information as shall be required by the Internal
Revenue Code, and the regulations issued thereunder, in order to establish
that Seller is not a "foreign person" as defined in § 1445(f)(3) of such Code
and such regulations.
4. Storage Tanks If required, an affidavit with respect to storage tanks
pursuant to Minn. Stat. § 116.48.
5. Certification A certification that the representations and /or warranties made
by Seller are materially the same as were in existence on the date of this
Agreement or noting any changes thereto; and
6. Other Documents All other documents reasonably determined by either
party or the title insurance company to be necessary to transfer and provide
title insurance for the Subject Property.
B. At the Closing, Buyer shall execute and deliver to Seller the following:
All documents reasonably determined by either party or the title insurance
company to be necessary to provide title insurance for the Subject Property;
2. Payment of the Purchase Price.
19. CLOSING COSTS. The costs relating to the closing of this transaction shall be paid as
follows:
A. Buyer shall pay:
Recording fee and conservation fee attributable to the Limited Warranty
Deed;
2. One -half of the closing fee charged by the Title Company;
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3. The premium for owner's title insurance, including any endorsements and
any survey or other costs necessary to upgrade to extended coverage.
B. Seller shall pay:
1. State deed tax;
2. Costs associated with subdivision and platting of the Subject Property and
any other additional property;
3. All costs of obtaining a title insurance commitment;
4. Recording fees for all title clearance documents determined to be necessary
to establish marketable title to the Subject Property;
5. One -half of the closing fee charged by the Title Company.
20. CONTINGENCIES AND ADDITIONAL TERMS.
A. The Buyer's obligations under this Agreement are expressly contingent upon
Buyer's satisfaction with each of the following prior to Closing:
Buyer determining on or before the Closing Date, that it is satisfied, in its
sole discretion, with the results of matters disclosed by a survey, Phase I
Environmental Audit or by any environmental /engineering investigation or
testing of the Subject Property performed by Buyer or Buyer's agent. By
executing this Agreement, Seller hereby authorize Buyer to enter upon the
Subject Property at reasonable times to conduct the investigations and /or tests
described herein. Buyer shall be solely responsible for all environmental
tests and shall hold Seller harmless from any such costs and shall indemnify
Seller for breach of this provision including reasonable attorneys' fees. Seller
shall be responsible for all costs associated with processing and recording the
plat of Reflections of Lake Riley Ist Addition.
2. Seller recording the final plat of Reflections of Lake Riley 1st Addition
simultaneously with the closing of this Agreement that provides an outlot for
the Subject Property to be conveyed to the City consisting of approximately
4.83 acres;
3. Seller providing to Buyer within 10 days of the execution of this Agreement,
true and correct copies of all existing environmental assessment reports, soil
reports and results of all soil tests and environmental audits, surveys, permits,
licenses, leases, and complete copies of all contracts currently affecting the
Subject Property readily available or in the possession of Seller, and notices
received within the last 90 days from the city, state or other governmental
authorities pertaining to uncured violations of any law, ordinance or
regulation. Except for Seller's express representations and warranties in this
Agreement, Seller's delivery of the foregoing items is without any
representation, warranty or recourse.
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The contingencies set forth in this section are for the sole and exclusive benefit of
Buyer, and Buyer shall have the right to waive the contingencies by giving notice to
Seller.
B. Buyer represents, warrants, and covenants with Seller and its successors and assigns
that Buyer has the present full authority and power to execute this Agreement and to
close the sale of the Subject Property.
C. Buyer acknowledges that Seller is in the process of purchasing the Subject Property
pursuant to an agreement with the current owner (the "Klingelhutz Purchase
Agreement "), which purchase is to close concurrent with recording the plat of
Reflections of Lake Riley 1st Addition. Seller's obligation to close under this
Agreement is expressly contingent upon performance of the seller's obligations
under the Klingelhutz Purchase Agreement.
D. The Phase I Environmental Site Assessment for the Subject Property and adjacent
land prepared by Braun Intertec Corporation and dated January 7, 2011 (Project
BL- 10- 09747A) discloses the existence of two soil piles, a portion of which is
located on the Subject Property. Seller agrees to remove the soil pile from the
Subject Property at Seller's cost; such removal to be coordinated with the mass
grading of the Seller's land within the plat of Reflections at Lake Riley 1st Addition.
Seller's obligation under this Paragraph shall survive the Closing.
21. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement.
22. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase
Agreement.
23. MULTIPLE ORIGINALS. Seller and Buyer have signed [number] 2 originals
of this Purchase Agreement.
Buyer and Seller agree to buy and sell the Subject Property for the price and terms and on the
conditions set forth above.
BUYER:
CITY OF CHANHASSEN
0
, Mayor
And:
Todd Gerhardt, City Manager
SELLER:
U.S. HOME CORPORATION, a Delaware
corporation
By:
AT A. AUNE
Its: ice President — Minnesota Land Division
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EXHIBIT A
TO
VACANT LAND PURCHASE AGREEMENT
Legal Description of Subject Property:
The portion of the property legally described below to be platted as Outlot B, Reflections of
Lake Riley 1 Addition, Carver County, Minnesota, consisting of approximately 4.83 acres:
All that part of Government Lot 2 and the Northwest Quarter of the Northeast Quarter of
Section 24, Township 116, Range 23, Carver County, Minnesota, lying south of MINNESOTA
DEPARTMENT OF TRANSPORTATION RIGHT OF WAY PLAT NO. 10 -17, according to
the recorded plat thereof, in said Carver County and lying northerly of the centerline of Lyman
Boulevard per Doc. No. T90333 and 189939. Said centerline described as follows:
Beginning at the west quarter corner of said Section 24; thence South 89 degrees 08 minutes 52
seconds East, where the east -west quarter line bears South 89 degrees 47 minutes 54 seconds
East, a distance of 2186.62 feet; thence easterly, a distance of 28.00 feet, along a tangential
curve, concave to the north, having a radius of 800.00 feet and a central angle of 02 degrees 00
minute 19 seconds; thence North 88 degrees 50 minutes 49 seconds East, a distance of 629.36
feet; thence easterly a distance of 11.92 feet along a tangential curve, concave to the south,
having a radius of 800.00 feet and a central angle of 00 degrees 51 minutes 14 seconds; thence
North 89 degrees 42 minutes 03 seconds East, a distance of 592.50 feet; thence northeasterly a
distance of 550.91 feet, along a tangential curve, concave to the northwest, having a radius of
450.00 feet and a central angle of 70 degrees 08 minutes 38 seconds; thence North 19 degrees 33
minutes 26 seconds East, a distance of 149.08 feet; thence northeasterly, easterly and
southeasterly, a distance of 954.67 feet along a tangential curve, concave to the south, having a
radius of 510.00 feet and a central angle of 107 degrees 15 minutes 06 seconds and there
terminating.
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