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1j. Approve Purchase Agreement, New Elementary School, TH 5 and Galpin BoulevardCITY OF CHANHASSEN 690 COULTER DRIVE • P.O. BOX 147 • CHANHASSEN, MINNESOTA 55317 (612) 937 -1900 • FAX (612) 937 -5739 TO: Mayor and City Council FROM: Don Ashworth, City Manager DATE: January 19, 1994 SUBJ: Approve Purchase Agreement, Independent School District 112 /City of Chanhassen, Galpin Boulevard and TH 5 I believe the attached agreement conforms to they ginal offer made to the school district if they would construct the new elementary school in Chanhassen, including their subsequent bonding authority and the last amendment approved by the city council to the Economic Development District Plan. If you will recall, the four primary commitments being made by the city were: 1. We would purchase an approximate 40 acre parcel with the intent to sell 20 of those acres to the school district for an elementary school;. and 2. That the three cities one price would be ensure that the schoo district- -not price (p 3. The city v and other school by potentially_;being in the bidding established for land in Chant 1 district would be choosing its rice, set at $15,000 /acre - -any ci the needs of the school district process would agree in advance that assen, Chaska, or Victoria so as to sites based on the needs of the school 0; and isuring that sewer, water, streets, opening of the new elementary 4. That the primary' iricentivc, being offered back to the school district would be a write- down in special assessments; 'lout such should not exceed the amount that the school district would have normally collected" „had the tax increment district not been created by the city. " Approval is recommended. .1:0 MEMORANDUM CA KNUTSON, SCOTT & FUCHS, P.A. Attclrtlr)rti at Uiw ll,iZ? 453•5000 Roger N. KL-xursoa r: (612) 452.5:5 T"hon%i: M. Scutt FA_CSgmmE ANSMISSION - COVER SHEET Ci;ir,' Ci. Fuchs 'ernes 3\, V4:I.run E!iirtr Ft. F:[ler5ti11 iizal)a1t A. Lunwr Andm 1v1JD1,vv1l Pochl. r PLEASE DELIVER THE FOLLOWING PAGE(S) TO: NAME: Y SLW 6 41'� ' FAX NUMBER: DATE SENDER: t a_' LA) a }r'1 FAX ( 612) 452 -5550 TOTAL NUMBER Off' PAGES: (INCLUDING COVER PAGE) IF YOU DO NOT RECEIVE ALL PAGES, PLEASE CALL AT (612) 452 -5000, 0 F u 0 Too lE RE TRANSMISSION STARTED: COMMENTS: .{}- �, _ f i) �Q WO - - © ORIGINAL TO FOLLOW BY MAIL. NOTICE OF CONFIDENTIALI'T`Y The information contained in and transmitted with this facsimile is: 1. SUBJECT TO THE ATTORNEY - CLIENT PRIVILSOB"r 2 _ ATTORNEY WORK PRODTICT; OR 3. CONFIDENTIAL. it is intended only for the individual or entity designated. above. You are hereby notified that any dissemination, distribution, copying or use of or reliance upon the information contained in or transmitted with this facsimile by or to anyone other than the recipient designated above by the sender is unauthorized and strictly prohibited. If you have received this facsimile in error, please notify CAMPBELL, YITUTSON, SCOTT & FUCHS BY TELEPHONE AT (612) 452 -5000 IMMEDIATELY. Any facsimile erroneously transmitted to you should be immediately returned to the sender by U.S. Mail or, if authorization is granted by sender, destroyed. 1 : 1. T 13K Corporare {tear Ctir • Ea \t\' 55121 NOSLII\"X 11affiXV0 0999 ZSb ZT94 6560 t6/8T/TO 01/20/94 09:23 $612 452 5550 CAMPBELL KNLTTSON 4->4 CHAN, CITY HALL CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A. Arr,)rneys .3t Lem Tk n u ). C :,unF R. ,,.- N. K:;WTA;,:1 T'.1,;n,,i.y Nt. SCOU lk, wnkl,n, Elli; 3. l „cTK.h [ ?.li ,,teeth A. Aiuirva Mclh0wC11 ['ucl,lct' 9IA FACSIMILE T SMISSIQN Mr. Don Ashworth city Manager City of Chanhassen 690 Coulter Drive Box 147 Chanhassen, MN 55317 (412) 452 -5000 I Fax (612) 452 -5550 January 18, 1994 Re: ISD No. 112 Purchase Agreement Our File No. 126681260 Dear Don: Enclosed please find a final draft of the ISD No. 112 Purchase Agreement, along with Attorney Patrick Flynn's letter to me. Note the following changes: 1. The recognition that the special assessment term will be set by the city Council under Section 2(b) on Page 3. 2. Under Section 8(c) on Page 10, the special assessments in 2(b) are excepted from the assessments to be paid by seller at closing. Please note the last sentence in Section 2(b) on Page 3 (+ . . the improvements set forth in Exhibit "B" shall be completed on or before December 31, 1994 will probably require modification once the timetable for completion of Exhibit "B" improvements is established. Please call if you wish to discuss this draft. Very truly yours, JRW:rlt Enclosures CAMPBELL, MTSON, SCOTT & FUCHS, P.A. James V Walaton 9&re 317 • EagaTIdab.' Office Center • 1 38 0 C(,rp<:,rsIre Center Curve. • E119"i1n., MN 55121 2 002/002 1 i� r-, L [I j ' W. James R. Walston Campbell, Knutson, Scott & Fuchs Suite 317 Eag2ndale Office Center ' 1380 Coitporatc Ccntcr Curve Eagan, MN 55121 I Re: City of Chanhassen/Indgendent School Nstrict No. 112 I Dear Mr. Walston: We have reviewed your facsimile and have discussed this matter with school district officials. We have acwniniudaud die changes proposed, save and except the change relative to the commitment to complete the improvements by December 31, 1994, which is set forth in Paragraph 2b. We are sure that you can appreciate the fact that the planning relative to the opening of a new school including student assignments, staff and so forth makes deadlines essential for the ' school district. Consequently, we have left that language unchanged while accomm your other proposed changes. ' We trust that this draft will bo acmptable as 1s We look forward to your response. Very truly yours, alctk� nn c PJF':ntcb Enclosure cc: Dr. David Clough ' Jeff Priess Fred Lamb I ME 90SLIM 11HUNU Me Z9b ZT9$ 00 :0T fi6/9T /T0 KNUTSON, FLYNN, HETY.AND, DEAN & OLSEN IAMB E, KNUTSON MARIE a CMh JOSEPH 8. FLYNN FROM SS IO NAL ASSCUATION MAC 1E R, WALLNUR PAUL W. KFELhNp WMN e. TORUPRSQN (1014 -1402) 111TTV 1 OW. MINNESOT WORLD TRADF. CENTER " NJ. UUDUNNM THOMAS S. DEAN5 30 EAST SEYENT H STRE.FT ST. PAUL, MINNESOTA 33101 -L DIANE M. CORNI ILL PATRICK � . FLYNN TELF - PHONE: (612) 222 - 2811 FAX. (612) 2211 nnS A >:I.Il.A13ET'ts a. onvtO GLORIA 8LA1NE OLSEN ANNE F. K1t1SNlX STEPMEN M. KNUTSON GREGORY S. MApkN ' MICHaL J. FLYNN CHAR P. I nW. Yanuary 17, 1 994 ' W. James R. Walston Campbell, Knutson, Scott & Fuchs Suite 317 Eag2ndale Office Center ' 1380 Coitporatc Ccntcr Curve Eagan, MN 55121 I Re: City of Chanhassen/Indgendent School Nstrict No. 112 I Dear Mr. Walston: We have reviewed your facsimile and have discussed this matter with school district officials. We have acwniniudaud die changes proposed, save and except the change relative to the commitment to complete the improvements by December 31, 1994, which is set forth in Paragraph 2b. We are sure that you can appreciate the fact that the planning relative to the opening of a new school including student assignments, staff and so forth makes deadlines essential for the ' school district. Consequently, we have left that language unchanged while accomm your other proposed changes. ' We trust that this draft will bo acmptable as 1s We look forward to your response. Very truly yours, alctk� nn c PJF':ntcb Enclosure cc: Dr. David Clough ' Jeff Priess Fred Lamb I ME 90SLIM 11HUNU Me Z9b ZT9$ 00 :0T fi6/9T /T0 January 17, 1994 PURCHASE AGREEMENT THIS AGREEMENT, is made and entered into this day of , 1993 by and between the CITY OF CHANITASSEN, a municipal corpuration organized under the laws of the State of Minnesota (hereinafter called "Seller ") and INDEPENDENT SCHOOL DISTRICT NO. 112, a public school corporation organized under the laws of the State of Minnesota (hereinafter called " Purchaser'). in consideration of the mutual terms, covenants, conditions and agreements hereinafter contained, it is hereby agreed by and between the parties as follows: 1. Sal of prop Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller twenty (20) acres of real property located in Carver County, Minnesota. ( "Subject Property "), said twenty (20) acres located on a tract of land legally described as follows: See Exhibit "A" attached hereto and made a part hereof. z. (a) The purehaw price ( "Purchase Price") to be paid by Purchaser to Seller fnr the Subject Property shall be Seventeen Thousand Dollars (517,000.00) per acre, with the total purchase price to be determined by the product of the total acreage oonveyed by Seller io Purchaser under the Agreement times $17,000.00 per acre, according to the survey completed as set forth in Paragraph 3 hereof. The Purchase Price consists of $15,000.00 for the subject property and $2,000.00 as and for project improvements described in Paragraph 2b. The Purchase Price shall be the consideration for the Subject Property if the closing.accurs on or before too in KOS11 x 11HUM OM Zsr ZT90 TO :OT t6 /9T /T0 i � Soo In January 31, 1994.: After January 31, 1994, the Purchase Prig shall be adjusted upwards at a rate equal to eight percent (8%) per annum from February 1, 1994, to date of closing; provided, however, interest shall not accrue for any delays occasioned by actions or omissions of Seller. The Purchase Price shall be paid as fo llows: I) S1.O0 (tho `Earnest Money *) the receipt of which is hereby acknowledged; ii) The balance of the purchase price to be paid in good funds (cashier's or certified check) on the date of closing, upon which date possession of the above described premises shall be delivered to Purchaser; (b) Stiller will initiate a public Improv project ( „ Project°) across the Subject Property and other properties. The Praiect will ioeludc mass grading, the construction of a new collector road ("Collector Road ") across the southern portion of the Subject Property, sanitary sewer improvements, water improvements, storm scwt r improvements and Galpin Boulevard road improvements from Highway 5 to the Timberwood residential property to the south of the Subject 'Property. The improvements shall be in conformity with the specifications sex forth in the attaghod exhibit, labeled Exhibit B, and by reference made a part hereof. Purchaser's contribution towards said improvements 2hali be limited to the $2,000.00 per acres included as part of the purchase price; provided, however, the improvements included within the $2,000,00 does - 2 - AOSLINM 11HU V3 0222 Z2t ZT90 TO :OT T6 /8T /TO not include the Purchaser's pro rata cost for mass grading. Seller will conduct the Project in accordance with the requirements of Minn. Stat. Chapter 429, which will include the preparation of a project feasibility study, public hearings, award a contract for Project work and the , assessment of bonefitting property, including the Subject Property, Seller and Purchaser agree that the macx grading phase of the Project wM bena , the Subject Property, the property awned by Seller adjacent to the subject ' Property and the Colleosar Road. The feasibility study and final assessment roll for the Project will itemize the respective estimated and ' final costs for mass grading attributable to the Subject Property, the , property owned by Seller adjacent to the Subject Property and the ' propo Collector Road. Purchaser's costs for mass grading may bo paid by the purchaser in lu sum at completion, or alteraativ ha= ' may elect to have said costs certified to the county and paid in annual .. ,....... , rxY..,;,.• r�wrr. aRMnwww... na+ �F�' " H..^'^`'• �-,-.-., g: w.+, zmm�w. .., c. rtomm`+ e.:.. 5* �qa} ai. nm+ a. a�nir.,. ow..rrr...,..Nm�w..w,.-- �...rn ' installments as special asses$ments to ba paid over the term established by the Chanhassen City Council for tho Project. The Seller is aware that the ' Purchaser intends to open its school in the fall of 1995 and agrees that the ..... r^ u�: ueN: weaWfii' r V rt . I r ••:.f.•. . . • ; . .K..an...rw;.u/iM:'..... awW.. �...... M•r. -. •• - .- . . . asr� ' improvements set forth in Exhibit "B" shall be completed on or before , December 31, 1994. Following adoption of the assesment roll showing the Purchaser's shoe of the Costs for the road construction, sanitary sewer improvements and cr ater improve Selle shall assign ' all special assessment costs levied against the Subject Property to the City of Chanhassan's Tax -3• I 900 In KOSLIO ' "MUCI VO OM Z5b ZT94% Z O:OT f6 / $T/ T O Increment Financing District No. 2. Thr~ assessments for`Purchaser's share of the mass grading phase of the Project shall not be assigned to Tax Increment Financing District No. 2. 3. SuM. The Purchaser shall obtain a survey of the premism. The Survey shall be prepared by an engineer or registered land surveyor seiectad by Purchaser. d. Cgntilma encies. The closing of the transaction contemplated herein is contingent ' upon each of the following: (a) Purchaser being satisfied that marketable title to the Subject Property is in the ' name of Sauer pursuant to Paragraph S herein. ' (b) All warranties and representations of Seller hereunder being true and correct as of the date hereof, and on the Data of Closing. (c) Purchaser determining that it is satisfied with the matters disclosed by soil testing, and other inspections of the Subject Property including, but not limited to the existence and ca nditlon of any wells located on the property. Purchaser and its ' agents shall have the right to enter onto the Subject Properiy for the purpom of ' malting soil tests and such other inspections and investigations as Purchaser deems ' necessary. Purchaw shall not interfere with the operation of the Subject ' Property, and, shall be nsible for all liabilities from ent PeriY � �� r}' or ' testing of the Subject Property, including but not limited to liabilities arising from mechanic's, ntaterialmen's or other liens filed against the Subject Property in ' n wit work rmod or material furnished b or at the cannoctio th parfo ten fu s y curecteon of ' Purchaser. Purchaser shall pay for all costs and expenses associated with obtaining reports, studies and tests described in this Agreement. Purchaser shalt 1.000 -a- ROS,LR.0 'I'IMUD 0922 M ZT90 MOT t6 /ST /TO deliver to Seller copies of all tests received upon receipt of the same at no cost to Seller. (d) Scller's performing each of the obligations to be performed by Seiler under this Agreement tm or before the ,late of Closing. (e) Purchaser determining prior to closing that it is satisfied with the matters Soo In disclosed by its review of any reports obtained by Purchaser from third parties, ' including but not limited to, the presence of hazardous or toxic waste, (Phase I Environmental Study) and the presence and availability of utilities and other ' improvements. Purchaser shall pay for all costs and expenses associated with ' obtaining reports, studies and teas described in this subsection_ , If all of the foregoing contingencic3 have not been satisfied or waived by Purchaser on or befom the date of closing, then this Agreement may bo terminated at Purchaser's option, and ' upon written notice of termination, any FArnest Money deposited by purchaser, together u4th 'Upon ' interest earned thereon, shall be returned to Purchaser. such return neither party shall have any further rights or obligations with respect to this Agreement or the Subject Premises. , If notice of termination of this Agreement for failure to satisfy any contingency set forth above ' iv b Purchaser on or before the date of closing, such contingency u not given y g g Y shall be deemed waived by Nrchaw. P=hasar ghall have the right to unilaterally waive any contingency and , proceed to close. Each party shall cooperate with the other in satisfying the conditions hereof. Seller sh its own expense, furnish to purchaser within 5. Bvidcnce of St11 all, at pen , twenty (20) days after execution of this Agreement a current commitment for the issuance of an ' ALTA Form B Owners Policy of Title Insurance in the amount of Three Hundred Thousand Dollars ($300,000.00) committing to insure that Purchaser will have good and marketable title 1 .S. NOSUM 11HURVO 0925 ZSt' ZT9& COOT t'6 /9T /T0 to the Subject Property, subject only 'to standard exceptions and exceptions that Purchaser consents to in writing (hereinafter "Permitted Exceptions "). Within thirty days s thereafter Y ' the Purchaser shall give notice in writing to Seller of any defects in or objections to the title which are not standard exceptions or permitted exceptions. Seller shall have One Hundred 'twenty Days in order to eliminate any exceptions (exc standard exceptions to title and � ' Permitted Exceptions) or clear any defects to title_ If seller fails to max title to the extent herein required, Purchaser may clear title to the extent so required and oharge the cost of clearing o Seller. Title to be Conve ed as herein provided shall g Y p be marketable title, free and clear of all liens, encumbrances, restrictions and easements, except for standard exceptlons to title and the Permitted Exceptions. 6. ti nc • , and Watrznttee by 5111er Seller represents and wa= to Purchaser that: (a) It has all requisite power and authority to execute this Agreement and the closing documents referred to herein provided it has closed on the Subject Property. ' (b) Seller will own the Subject Property at the time of delivery of the Warranty Decd, free and clear of all liens, charges and encumbrances, except for standard exceptions to title and the permitted Exceptions. (c) Seller has received no notice of any action, litigation, investigation or prodding of any kind pending against Seller, nor to the best of Seller's knowledg4 is any action, litigation, investigation or procmWing pending or threatened against the ' Subject Property, or any part thereof. (d) To the beat of Seller's knowledge no toxic or hazardous substances have been generated, treated, stored, released or disposed of, or otherwise deposited in or .6. 600 n MOSZ. SM M 0 SS ZSfi Zi t6/9T/TO � 'L 'I'I3Sd S 9,g. MOT i located on the Subject Property i with li mitati o n, the surface and subsurface waters of the Subject Property, not has any aotivity been underta]cen on the Subject Property which would cause (i) the Subject Property to become a ' hazardous waste treatment storage or disposal facility within the meaning of, or otherwiso bring the Subject Px%xny within the mmiing of, or otherwise; bring ' the Subject Property within the ambit of, the Resource Conservation and I Recovery Act of 1976 ( "RCA"), 42 U.S.C. Section 6941 et sea ., or any similar state Iaw or 1O1 ordinance or any other Environmental Law; (ii) a release or ' threatened release of hazardous waste from the Subject Property within the ' meaning of or otherwise bring the Subject Property within the ambit of, CERCLA, or an similar state law or local ordinance or an other Environmental ' Y Y Law; or (iii) the discharge of poilumnrs or affluent into any water source or ' system, or the discharge into the air of any emissions, - which would require a Feder W Control Act. 3 . Section ' permit under the al W Pollution C t 3 U.S C siLs�l., or the Clean Air Act, 42 U.S.C. Section 7401 tom ,, or any similar state law , or local ordinance or any other Environmental Law. To the best of Seller's ' knowledge, there are no substances or conditions in or on the Subject Property which may support a claim or cause of action under RCA, CERCLA or any other ' federal, state or local environmental statutes, regulations. ordinances, or outer ' environmental requirements. To the best of Seller's knowledge no underground deposits which cause. barardous or toxic wskm or substances or underground ' storage tanks are located on the Subject Property. I 0T0 In AOSLIO 'TT3UN O OSSS M ZT90 SO :OT t6 /8T /TO (e) Seller has not entered into any other contracts for the sale of the Subject Property, nor as of the Date of Closing will there be any first rights of refusal, leases or options to purchase the Subject property. (t) Seiler has not enwed into any commitments or agreements with any governmental agency or public or private utility affecting the Subject Property ' which have not been disclosed in writing by Seller to Purchaser. ' (g) The individuals executing this Agreement and the documents referred to herein on behalf of Seller have the legal power, right and actual authority to bind Seller ' to the terms and conditions hereof and thereof. This Agreement and all ' documents rewired hereby to be executed by Seller are, and shall be, valid, legally binding obligations of and, enforceable against Seller in accordance with their terms. (h) Seller has not entered into any brokerage or agency agmements. in relation to the sale of the Subject Property and there is no brokerage fee or commission due and owing to any person or entity in relation to the sale of the Subject Property, (i) Seller warrants that these are no wells located on the Subject Property. Notwithstanding any provision herein to the contrary, if a closing occurs hereunder, Seller shall indemni fy 8 Purchaser, its successors and assigns, against, and shall hold Purchaser, its successors and assigns, harmless from, any loss, cost, expense or damage, including reasonable attorneys' ' fees directly arising out of or roulting from the bmeh or any of the raprosentations and warranties herein contained, whether such loss, Cast, expense or damage ari W prior to or after ' closing, provided that Purchaser did not have knowledge of said breach on or before the Date 1 1 .8- T T O fE u05.L IO MsdAiF a 0959 M ZT9,2 20: OT fie /8T /TO '7 a of Closing. All warranties and representations herein contained shall survive a closing and ' delivery of the Reed. 7. Closing The closing shall take place on January 31, 1994; provided, however, , that the Purchaser may delay said closing for a period up to four (4) weeks by providing written ' notice to Stiller setting forth the date of 0145ing which shall be no later than Februavy 28, 1994. On the Date of Closing, Seller shall execute and deliver to Purchaser, or cause to be executed , and delivered to Purchaser, a properly executed Warranty Lleed, with such other docurnentation , as may be necessary to convey to Purchaser, or its assigns or nominee, good and marketable title in in simple to the Subject Property, subject to the standard exceptions and Permitted ' Exceptions. ' The closing and delivery of all such documents shall take place at Chanhassen City Hall, of at such other rcasonablc lacation as may be d g F rid upon by Purchaser and Seller. Seller ' agrees to deliver posuvmsion of the Subject Property to Purchaser on tho Date of Closing. ' 8. Costs and ProMlions Seller and Purchaser agree to the following prorations and , allocation of wets in connection with this Agreement and the transactions contemplated hereby: (a) Seller shall pay the costs of the title insurance commitment described in Section 5 ' of this Agreement, including all abstracting costs associated with the preparation ' of the title insurance commitment_ Purchaser shall pay the costs of title insur- ance pre=um3, (b) Seller shall pay all deed taxes in connuction with the Deed to be delivered ' hereunder, if any, Purchaser shall pay recording charges in connection with recording the documents to be delivered herein. ZTO IZ - g t R-09L KH 11HURYD 095: M ZT9$ 90: OT t6/8T/TO 1 C () The real estate takes due payable in the year of sale shall be prorated between ' Seller and Purchaser as of the date of closing. Seller shall pay all real estate ' taxes due and payable for the years pri to the date of closing, ex cept for the assessments for the property to be imposed under Pa nh of rh, > n/•- r' w1' I' Y 'r.�.r.r.u,rrhMM+aww.n:.w'.�py .. N\ "]- '�O.II'VT Agreement Seller shall pay all special assessments pending or levied against the property as of the date of closing, and any deferred special assessments or taxes which come due as a result of the closing. Seller shall pay any and all green ' acres or other deferred taxes and/or special assessments levied or pending against the property. (d) Each of the parties shall pay ail of its own respective attorneys' fees in connection with the negotiation, preparation and closing of this Agreement and the transaction c*atemplated hereby. (e) The payment of the closing fee (if any) shall be shared equally by Seller and ' Purchaser. ' (f) The costs for the Survey shall be divided equally between Seller and Purchaser and shall be paid at closing. The costs for the topographic survey prepared in ' connection with the transaction described in this A regiment shall be divided equally between Seller and Purchaser. If, and to the extent, any costs or fee shat t be payable by Seller under this Agreement, PuwAu r shall[ have tho right to pay such amount for the account of Seller and dcdu;;t tho amount thereof from the cash due Seller on the Date of Closing. 9. Ply Upon execution of this Agreement, Seller and Purchaser shall proceed in accordance with applicable city ordinances to plat the property described in Exhibit C. The -10- CTO[ xos=u iiasiNvo 0922 M ZT9Q LOOT t6; 8TiTO I I ra costs assodated with platting shall be equally shared by Seller and Purchaser. For nominal consideration, Purchaser shall dedicate all rights -of -way and trail and public utility and conservation easements that an necessary as determined by Seller with the platting and proposed development of the ptoperty described In Exhibit C. 10. Surm'val All of the terms, covenants, conditions, representations, warranties and agreements contained in this Agreement shell survive and continue in force and effect. and shall be enforceable after the closing. 11. Mjgaflrn�t AZ=ment The parties contemplate entering into a separate development agreement addressing issues regarding improvements as well as right of way and other issues relative to the development of the property described in Exhibit C. 12. Notices Any notice of election required or permitted to be given or served by any party hereto upon any other shall be deemed given or served if personally delivered to an officer of the party to be notified or if matted by U-S_ registered or certified mail, postage prepaid, return receipt requested, or sent by reputable overnight Oourlerr, properly addressed as follows: If to Sellers: City of Chanhassen 694 Coulter Drive Chanhassen, Minnesota 55317 AT W: Don Ashworth. City Manager If to Purchasers: Independent School District No. 112 110600 Village Road Chaska, Minnesota 55318 AWN. David Clough Except as otherwise expressly provided herein each such notice shall be deemed to have been received by, or served upon, the party to whom addressed on the date which is three (3) days aft the date upon which the same is deposited in the U.S. registered or certified mail, postage - 11 - 'TIMUN O Li I� I I I � 0222 W ZT9$ LOOT MIST/TO � „om prepaid, return receipt requested, properly addrsed' in the manner above provided, and if served personally or sent by reputable overnight courier. on the date of service or delivery. Any party hereto may change its address for the service of notice hereunder by delivering written notice of said change to the other party hereunder, in the manner above specified, ten (10) days prior to the effective date of such change. 13, Effective Date of Aar This Agreement Ali become effeetive and shall be binding Von the parties hereto only after it has been executed by each of the parties hereto. 14. Caetions The paragraph headings or options appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered interpreting this Agreement. 15. Enire An=ent: Modification This written Agreement constitutes the entire and complete agreement between the partich hereto and 5uperse4es any prior or contemporaneous oral or written agreements between the parties hereto with respect to the Subject Property, It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants or conditions herein set forth, and that no modification of this Agreement and no waiver of any of its terms and conditions shall be effective unless in writing and duly executed by the parties hereto. 16. Winding Effect: Survlyj] of J=MS All covenants, agreements, warranties and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respcetive successors and assigns and shall survive the execution and delivery of the Warranty Deed described in Section 7 of this Agwmant. When used herein, the singular shall include the plural, the plural shall include the singular, and the use of one gender shall include all other genders, as and when the context so requires. .12- MOS.LIO 11HUdKV0 OSS9 9sr ZT9Q 80 :OT t6 /ST /TO 17. Qntrollinr Law This Agreement has been made and entered into under the laws of the State of Minnesota and said laws shall control the interpretation hereof. . IS. Rtmtd ios. If either party shall default in its abligatio'ns hereunder, the sale remedies available w either party, except with respect to defaults under Paragraph 6 herein for which damages shall be rweverAble i s provided thcrcin, shall, among other remedies available at law be (i) entitled to terminate this Agrceme t by written notice to the other party, in which event neither party shall have any further rights or obligations hereunder or (ii) to seek performance of this Agreement. 19. Countc=s This Agreement may be signed in one or more counterparts, all of which taken together shall be deemed one original. 20. SeveMbility. If any provision of this Agreement, or any application thereof, shall ba lnv&d or unenfotomble, the remaindrr of this Agreement and any other application of such provision shall not be effected thereby and sMU not be rendered invalid or uncnfomable. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. SELLBR; CITY OF CHANHASSEN Dated: BY: Donald J. Chmiel, Mkyor BY: Ikon Ashworth, City Manager 13 1 9TO[n KOSZ:M 11HU V3 OSSS M ZT9$ 60:OT b6 /8T /TO PURCHASER; INDEPENDENT SCH001- DISTRICT NO. 112 Dated: BY: its AND STATE OF UMNESCYrA COUNTY OF CARVER ) The foregoing instrument was acknowledged before me this day of , 1993, by Donald J. Chmiel and by Don Ashworth, respectively the Mayor and City Manager of the City of Chanhassen, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authvrity granted by its City Council. Notary Public -14- u05Z111�I 'I'ISfidA'�� OSSS M ZT9Q W OT t6/ST/TO STATE OF MINNESOTA ) )sg, COUNTY OF CARVER } Mw foregoing instrument was admowledged before me this day of t 1993 by and by respectively the and of Independent School District No. 112, a Minnesota public school corporation, on behalf of acid corporation. Notary public STOCK] a7':�'Cv minnnr��ilHM/ �IF nrv:n yrr�1 r..•�.Mr.......v.. ..: . . r ' :1;A1 ..... Irl ww w 1,•. <V� ,tnr � � � " M.�n "fl:i, "II:jC:I IYV t . , AiTRr i'D'FOIt:. . li,:r.ilaii;. i, IPkYNI'LI;Y >ki; " j. n � tiar ,':P.; . „ �r : ° •'rr,: ?;:"Y >r� H��p11 � �Irp i YN•� :•a• ? ? %i•:• �{r.rf� ", 1}6'•�l.�v,',i.�,,r�•, i�.; r �..n ":�:•�';�:7 � ,yam. ' j •�� r r C }i4f14' � 17 � l...... I ; Teiep��re's r�lr ?'�''�a�.,l,, �:>•'.,'' r 7k. no10N Lp : ^ -15- MOSILIO MUM 0555 M ZT9$ OT:OT 66f9TrT0 IT "A" to REAL ESTATE PURCHASE AGREEMENT BETWEEN CITY OF CHANHASSEN AND INDEPENDENT SCHOOL DISTRICT NO, 112 1 6T0 � P IT••l a -M- hOSLgo TI3HdM 0555 z2v Ma OT :OT r6 /$T /TO I EXHIBIT to tEN REAL ESTATE PURCHASE p S NT O $ L pY N No. 112 CITY OF CHANHASSE14 AND INDEPEN • ��. YTA A TT :OT r6 /BT /TO i r MER 11(rll to ��++ REAL ESTATE PURCHASE AGREEMENT DETWEEN CITY OF CHANHASSEN AND INDEPENDENT SCHOOL DISTRICT NO. 112 ge!Wpn2 o� _f Pm= to be. PEa= II �1 1 1 1 TZO[n - 18 - osLlo llagdKv;) O929 ZGV ZT90 MOT t6 /8T /T0