2. Purchase Agreement, Preferred Site09!29, 12:04 x $`612 452 5550 CAMPBELL BNUTSON 44-+ CHAN. CITY HALL Ij002/026
REAL ESTATE PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement ") made and entered into this
day of , 1994, by and between the CITY OF
CHANHASSEN, a municipal corporation under the laws of the State
of Minnesota, with offices at 690 Coulter Drive, Chanhassen,
Minnesota 55317 (referred to herein as the "Buyer "), and DEAN R.
JOHNSON CONSTRUCTION, INC., a Minnesota corporation, with offices
at 8984 Zachary Lane, Maple Grove, Minnesota 55369 (the
"Seller ") .
In consideration of the mutual covenants and agreements
herein, it is hereby mutually agreed by Seller and Buyer as
follows:
SECTION 1.
SALE AND PURCHASE OF LAND
1.1) Seller shall sell to Buyer and Buyer shall purchase
from Seller, upon the terms and conditions hereof, the following
property (all collectively referred to as the "subject
Property$') :
1.1.1) The land in Carver county, Chanhassen (the
"City "), Minnesota, legally described on Exhibit " A " to be
attached hereto and incorporated herein, together with all
right, title, and interest in and to any roads or alleys
adjoining or servicing such land, rights -of -way, or
easements appurtenant thereto, and in and to any ditch,
water, or riparian rights and claims appurtenant thereto,
- te any unpaid award with : 0 es eet—ther-ete.
SECTION 2.
PURCHASE PRICE
2.1) The purchase price for the Subject Property (the
"Purchase Price ") shall be One Hundred Thousand Dollars
($100,000.00) and shall be payable in cash or certified check by
Buyer to seller on the Closing Date as described herein.
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SECTION 3.
TITLE MA'T'TERS
3.1) Seller, at its own expense, shall furnish to Buyer
within twenty (20) days hereof a current commitment for the
issuance of a 1987/1990 ALTA Form B ownerts policy of title
insurance (the "Commitment ") issued by Title Company acceptable
to Buyer ( "Title ") in the amount of One Hundred Thousand Dollars
($100,000.00), committing to insure that Buyer will have good and
marketable title to the Subject Property, subject only to
standard exceptions to title, and tre matters to which Buyer may
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3.2) In the event any exceptions are listed in the
Commitment for title insurance (except standard exceptions and
matters which are consented to by Buyer), if the same results
from any voluntary action by the Seller, the Seller shall
promptly cause the exception to be removed. With regard to any
other exceptions, if the Seller fails to remove the same within
the time allowed for closing on the Subject Property, the Buyer
shall have the right to terminate this Agreement
same against the IaLaelizase Priee
SECTION 4,
CLOSING
4.1) The closing (the "Closing'$) shall be at a location
designated by Buyer, and shall occur on April 1, 1995 (the
"Closing Date ").
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CITY HALL
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4.2)
On the Closing
Date, Seller shall
deliver
to Buyer
possession of the Subject Property. Until possession is
delivered to Buyer, Seller shall not remeve- ny- divt,- t -reea,
sh-rubs aw ether natuioal �L- x «� « «� a�
to6Rk� ` � $s�Aikik
keep the Subject Property in a
neat and orderly condition.
4.3) On the Closing Date, Seller shall execute and deliver
to Buyer:
4.3.1) A duly executed warranty deed, free from all
exceptions to title except for standard exceptions to title
and matters to which Buyer consents in writing.
4.3.2) A customary affidavit that there are no
unsatisfied judgments of record, no aetlerls
state A a G;C- �Liirz�.,`, 33e ":R'M ` gr q ss'a•a aua<. a r
cede=- _, tax liensu N ot' u
Y 1^,'YY :^r. •k`S:p� %4 . Y • L w:v7�u
os•Kr �iits•:i� fR Rk: >• > •a.2D
IS
w' pxt no bankruptcy proceeding. fiec
against e e !!- mod no labor has or materials liave been
furnished to the Subject Property for which payment has not
been made f and that to the best of Seller's knowledge there
are no unrecorded interests relating to the Subject
Property.
4.3.3) A certificate executed by Seller certifying
that all representations and warranties of Seller contained
in this Agreement are true and correct as of the Closing
Date.
4.4) Seller shall pay at Closing all the general real
estate taxes levied against the Subject Property due and payable
for all years prior to the year of closing, together with any
unpaid installments of special assessments due therewith
("Taxes"), and any Taxes deferred. Seller shall pay all
General real estate taxes and the installment for special
assessments against the Subject Property due and owing in the
year of Closing shall be prorated to the Date of Closing. The
remaining unpaid balance of special assessments assessed against
the Subject Property shall be assumed by Buyer.
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4.5) Seller shall pay at Closing:
4.5.1) state deed tax;
4.5.2) all costs of obtaining and updating the
abstract to the subject Property, including name searches,
f Qes1 se �i ®" R st "1 0 erty inspection
4.5.3) title insurance commitment fees; and
4.5.4) recording fees for corrective instruments
required to remove encumbrances and place marketable title
in Buyer's name.
4.6) Buyer shall pay at Closing:
4.6.1) all recording fees and charges relating to the
filing of the deed described in Section 4.3.1;
4.6.2) title insurance premiums; and
4.6.3) the closing fee charged by the title company,
if any.
SECTION S.
COVENANTS, (REPRESENTATIONS, AND WARRANTIES OP SELLER
5.1) Seller, as an inducement to Buyer to enter into this
Agreement, and as part of the consideration therefor, represents,
warrants, and covenants with Buyer and its successors and assigns
that:
5.1.1) There are no leases, options, purchase
agreements, rights to redeem, tenancy agreements, or rights
of occupancy, written or verbal, and no person or party has,
or will have any rights of adverse possession, regarding the
Subject Property;
5.1.2) Seller will maintain in force insurance
against public liability from such risk and to such limits
as in accordance with prudent business practice and suitable
to the Subject Property from the date hereof to the Closing
Date;
5.1.3
irideperiderit'" env x6i5ig 'rota]: " stigati.on of the Subject
Property and can make no representations as to actions of
previous owners. The seller has not received any written
notice related to environmental issues at the Subject
Property. s h f zell_ 4 ... k 9.. `
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CAMPBELL KNUTSON 4i4 CHAN. CITY HALL 006i026
i) "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
ii) taken any action in "response" to a
"release" in connection with the Subject Property; or
iii) 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, including the generating,
transporting, treating, storage, or manufacture of any
Hazardous Substance (as defined below). 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 at
seq., as amended ( "CERCLA") and any state environmental
laws. "Hazardous Substances" means hazardous waste,
toxic substances, formaldehyde, urea, polychlorinated
biphenyls, asbestos, petroleum, natural gas, synthetic
gas usable for fuel or mixtures thereof, any materials
related to any of the foregoing, and substances defined
as "hazardous substances ", "toxic substances ",
"hazardous waste", "pollutant ", or "contaminant" in
CERCLA, Resource Conservation and Recovery Act as
amended, 41 U.S.C. Sec. 9601 at seq., the Hazardous
Materials Transportation Act, 49 U.S.C. Sec. 1801 at
seq., the Clean Water Act, 33 U.S.C. Sec. 1251 et seq.,
any state laws regarding environmental matters, or any
regulations promulgated pursuant to any of the
foregoing statutes.
Seller shall indemnify Buyer, its successors and assigns,
against, and shall hold Buyer, its successors and assigns,
harmless from, any and all losses, liabilities, claims,
fines, penalties, forfeitures, damages, administrative
orders, consent agreements and orders, and the costs and
expenses incident thereto, including, without limitation,
reasonable attorneys' fees, consultants' fees and laboratory
fees, which may at any time be imposed upon, incurred by or
awarded against Buyer as a result of or in connection with
the breach of any of the above representations and
warranties, whether such breach is discovered before or
after closing. Each of the above representations and
warranties shall survive the closing. Consummation of this
Agreement by Buyer with knowledge of any such breach by
17543 5 RL- 09129/94
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Seller shall not constitute a waiver or release by Buyer of
any claims arising out of or in connection with such breach;
5.1.4) Seller is unaware of any wells located upon
the Subject property.
5.2) The— eevemants, representations
sueeessers and sNAII SurV!W= _ Y j `__ a_"_±____ __
Pxp atlen of this Purehase ELM the giving e€ 'the —peedy
All of Seller's covenants, representations and warranties in this
Agreement shall be true as of the date hereof (and shall be a
condition precedent to the performance of Buyer's obligations
hereunder) and as of the closing Date. 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. Buyer shall not be deemed to have waived any
claims for breach of warranty if Buyer consummates the
transaction set forth in this Agreement with the knowledge that
one or more of Seller's warranties are false.
5.3) Seller is, or by Closing will be, the sole owner of
fee simple absolute title to the Subject Property, has all
requisite power and authority to execute and deliver this
Agreement and the documents listed in Section 4 above.
SECTION 6.
1MSTIGATYON AND TESTING
6.1) Buyer and its agents shall have the right, at its sole
option, to enter the Subject Property without charge and at all
reasonable times, to perform such engineering and environmental
investigation and tests as Buyer may reasonably deem appropriate.
17543 6 RL- 09/29/94
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12:08
$612 452 5550
CAMPB8LL MTTSON MiN.
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Xf
Buyer
investigates and
tests the Subject Property
pursuant
to
this section, Buyer shall pay all costs and expenses of such
investigation and testing and shall hold Seller harmless from all
costs and liabilities arising out of Buyer's activities. If the
purchase and sale contemplated by this Agreement is not closed,
Buyer shall repair and restore any damage to the Subject Property
caused by Buyer's engineering and environmental investigation or
testing, at Buyer's expense, and shall return the Subject
Property to substantially the same condition as existed prior to
such entry.
SECTION 7.
coNTYNGENCIEs
7.1) The obligations of Buyer under this Agreement are
contingent upon each of the following (the- 11 Geffti-ngeneles") +
7.1.1) The representations and warranties of Seller
set forth in Section 5 of this Agreement must be true as of
the date of this Agreement and on the Closing Date.
7.1.2) Buyer shall have determined on or before the
Closing Date, that it is satisfied, in its sole discretion,
with the results disclosed in any engineering or
environmental investigation or testing of the Subject
Property.
7.1.3) Buyer shall have determined on or before the
Closing Date that it is satisfied with the results and
recommendations of any feasibility report concerning Buyers
proposed use of the Subject Property.
one of the ��ontin encies S �s.
y g "JI
,ax•
If any 7,"' ':lea yw'iw:�.ti.:' k •tvdV1'ik X, M '".$� 'i:�£i�Z''
not been satisfied on or before the Closing Date, then Buyer may,
at Buyer's option, terminate this Agreement by giving written
notice to Seller on or before the Closing Date. The
ontingencies are for the sole and exclusive benefit of Buyer,
and Buyer shall have the right to waive the E�ontingencies by
giving written notice to Seller.
17543 7 RL- 09/29/94
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SECTION S.
MISCELLANEOUS
8. The eevenents and representatkBas 9" forth in t4tis
8.ij Buyer and seller warrant that neither party has been
represented by a real estate broker in this transaction and that
no brokerage fees are due any party as a result of this
transaction.
8.4;x) Any notice, demand, or request which may be
permitted, required or desired to be given in connection herewith
17543 8 RL-09129/94
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shall be in writing and sent by certified mail, hand delivery,
overnight mail service such as Federal. Express, or Western Union
telegram or other form of telegraphic communication, directed to
Seller or Buyer. Any notice shall be deemed effective when
delivered to the party to whom it is directed. Unless other
addresses are given in writing, notices shall be sent to Seller
or Buyer at the applicable address stated on the first page of
this Agreement.
8.4440 Time shall be of the essence in this Agreement.
Where any date or time prescribed by this Agreement falls on a
Saturday, Sunday or statutory holiday, such date or time shall
automatically be extended to the next normal business day.
8.) Each party hereto shall promptly, on the request of
the other party, have acknowledged and delivered to the other
party any and all further instruments and assurances reasonably
requested or appropriate to evidence or give effect to the
provisions of this Agreement.
8.$) This Agreement represents the entire agreement of the
:N
parties with respect to the Subject Property and all prior
agreements, understandings, or negotiations between the parties
are hereby revoked and superseded hereby. No representations,
warranties, inducements, or oral agreements have been made by any
of the parties, except as expressly set forth herein, or in other
contemporaneous written agreements. This Agreement may not be
changed, modified or rescinded, except by a written agreement
signed by both parties hereto.
8.1 `1) if Buyer defaults under any of the terms hereof, then
Seller shall have the right to pursue any remedies which are
17543 9 RL- 09/29/94
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available to Seller at law or in equity, including without
limitation, specific performance, damages (including attorney's
fees) and to the cancellation of this Agreement.
8.$)
If Seller defaults under any of the terms hereof,
including, without limitation, the delivery of marketable title
to the subject Property as set forth in Section 4 hereof, and any
of Seller's representations, covenants, and warranties in Section
5 hereof, then Buyer shall have the right to pursue remedies
which are available to Buyer at law or in equity, including
without limitation, specific performance, damages (including
attorney�ls fees) and to the cancellation of this Agreement.
8.41:) If any provision of this Agreement is declared void or
y
unenforceable, such provision shall be deemed severed from this
Agreement, which shall otherwise remain in full force and effect.
8.10') Failure of any party to exercise any right or option
arising out of a breach of this Agreement shall not be deemed a
waiver of any right or option with respect to any subsequent or
different breach, or the continuance of any existing breach.
8.12-71) This Agreement shall, inure to the benefit of and be
binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns.
8. 121T) This Agreement shall be construed in accordance with
the laws of the State of Minnesota.
a . 1 -At Buye -f s we "e t- 4,..- m - nd .... of this s a grew n
shah be eme ted 19y $iry �earl -e% and filed - e€— teeeerd in t�he
17543 10 RL- 09/29/94
09 12:12 $612 452 5550 CAMPBELL KNUTSON 44-* CH.AN. CITY BALL 2012/
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
CITY OF CHAMSSEN
By:
Donald .7. Chmiel, Mayor
By:
Don Ashworth, City Manager /Clerk
DEAN R. JOHNSON CONSTROCTIQN, INC.
By:
Dean R. Johnson
its President
By:
Its
17543 11 RL- 09/29194
09•'29!94 12:12 $612 452 5550
STATE OF MINNESOTA )
} ss.
COUNTY OF CARVER }
CAMPBELL KNLTTSON -*44 CHAN. CITY HALL Z013/026
The foregoing instrument was acknowledged before me this
day of , 1994, by Donald J. Chmial and by
Don Ashworth, respectively the Mayor and City Manager /Clerk of
the CITY OF CHANHASSEN, a Minnesota municipal corporation, on
behalf of the corporation and pursuant to the authority granted
by its City Council.
Notary Public
STATE OF MINNESOTA }
ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 1994, by DEAN R. JOHNSON and
the President and of DEAN
R. JOHNSON CONSTRUCTION, INC., a Minnesota corporation, on behalf
of said corporation.
THIS INSTRUMENT WAS DRAFTED BY:
Notary Public
CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A.
317 Eagandale Office Center
1380 Corporate Center Curve
Eagan, MN 55121
Telephone: (612) 452 -5000
JRW
17543 12 RL- 09/29/94
09/29:94 12:12 $612 452 5550 CAMPBELL KNUTSON 444 CHAN. CITY BALL 2014/026
EXHIBIT "All
to
REAL ESTATE PURCHASE AGREEMENT
LEGAL DESCRIPTION OF 'rKB SUBJECT PROPER C
Lots 1 2 1 3, 4, 5 and 6., Block 5;
Lots 1, 2 and 3, Block 6;
Lots 1, 2, 3, 4, 5 and 6, Block 7; and
Outlot B,
all in OAK PONDS 2ND ADDITXON, Carver County, Minnesota, according
to the recorded plat thereof.
17543 13 RL- 09/29/94
09 %291 12:13 V612 452 5550 CAMPBELL KNUTSON yii CHAN. CITY HALL 1j015/026
REAL ESTATE PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement ") made and entered into this
day of , 1994, by and between the CITY OF
CHANHASSEN, a municipal corporation under the laws of the State
of Minnesota, with offices at 690 Coulter Drive, Chanhassen,
Minnesota 55317 (referred to herein as the "Buyer "), and DEAN R.
JOHNSON CONSTRUCTION, INC., a Minnesota corporation, with offices
at 8984 Zachary Lane, Maple Grove, Minnesota 55369 (the
"Seller ").
In consideration of the mutual covenants and agreements
herein, it is hereby mutually agreed by Seller and Buyer as
follows:
SECTION 1.
SALE AND PURCRASE OF LAND
1.1) Seller shall sell to Buyer and Buyer shall purchase
from Seller, upon the terms and conditions hereof, the following
property (all collectively referred to as the "Subject
Property "):
1.1.1) The land in Carver County, Chanhassen (the
"City "), Minnesota, legally described on Exhibit "A" to be
attached hereto and incorporated herein, together with all
right, title, and interest in and to any roads or alleys
adjoining or servicing such land, rights -of -way, or
easements appurtenant thereto, and in and to any ditch,
water, or riparian rights and claims appurtenant thereto.
SECTION 2.
PURCHASE PRICE
2.1) The purchase price for the Subject Property (the
"Purchase price ") shall be One Hundred Thousand Dollars
($100,000.00) and shall be payable in cash or certified check by
Buyer to Seller on the Closing Date as described herein.
18251 09/29/94
09.29, 12:14 $612 452 5550 CAMPBELL KNUTSON 444 CHAN. CITY HALL
SECTION 3.
TITLE MAT SERB
3.1) Seller, at its own expense, shall furnish to Buyer
[10161026
within twenty (20) days hereof a current commitment for the
issuance of a 1987/1990 ALTA Form B owner's policy of title
insurance (the "Commitment ") issued by Title Company acceptable
to Buyer ( " Title ") in the amount of One Hundred Thousand Dollars
($100,000.00), committing to insure that Buyer will have good and
marketable title to the Subject Property, subject only to
standard exceptions to title, matters to which Buyer may consent
in writing, mineral rights reserved to the State of Minnesota,
all easements of record, and a Private Redevelopment Agreement
between Seller and the Chanhassen HRA.
3.2) In the event any exceptions are listed in the
Commitment for title insurance (except standard exceptions and
matters which are consented to by Buyer), if the same results
from any voluntary action by the seller, the seller shall
promptly cause the exception to be removed. With regard to any
other exceptions, if the Seller fails to remove the same within
the time allowed for closing on the Subject Property, the Buyer
shall have the right to terminate this Agreement.
SECTION 4.
CLOSING
4.1) The closing (the "Closing ") shall be at a location
designated by Buyer, and shall occur on April 1, 1995 (the
"Closing Date ").
4.2) On the Closing Date, Seller shall deliver to Buyer
possession of the Subject Property. Until possession is
delivered to Buyer, Seller shall not make any changes to the
18251 2 09/29/94
09.29/94 12:14 $612 452 5550 CAMPBELL MTTSON -»4 CHAN. CITY BALL 0/017/026
Subject Property and shall keep the Subject Property in a neat
and orderly condition.
4.3) on the Closing Date, Seller shall execute and deliver
to Buyer:
4.3.1) A duly executed warranty deed, free from all
exceptions to title except for standard exceptions to title
and matters to which Buyer consents in writing.
4.3.2) A customary affidavit that there are no
unsatisfied judgments of record or tax liens affecting the
Subject Property; no bankruptcy proceedings filed against
Seller; no labor has or materials have been furnished to the
Subject Property for which payment has not been made; and
that to the best of Seller's knowledge there are no
unrecorded interests relating to the Subject Property.
4.3.3) A certificate executed by Seller certifying
that all representations and warranties of Seller contained
in this Agreement are true and correct as of the Closing
Date.
4.4) seller shall pay at Closing all the general real
estate taxes levied against the Subject Property due and payable
for all years prior to the year of closing, together with any
unpaid installments of special assessments due therewith
( "Taxes "), and any Taxes deferred. General real estate taxes and
the installment for special assessments against the Subject
Property due and owing in the year of Closing shall be prorated
to the Date of Closing. The remaining unpaid balance of special
assessments assessed against the Subject Property shall be
assumed by Buyer_
4.5) Seller shall pay at Closing:
4.5.1) state deed tax;
4.5.2) all costs of obtaining and updating the
abstract to the Subject Property, including name searches,
tax searches, bankruptcy searches, and property inspection
fees incurred for title insurance purposes;
4.5.3) title insurance commitment fees; and
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4.5.4) recording fees for corrective instruments
required to remove encumbrances and place marketable title
in Buyer's name.
4.6) Buyer shall pay at Closing:
4.6.1) all recording fees and charges relating to the
filing of the deed described in section 4.3.1;
4.6.2) title insurance premiums; and
4.6.3) the closing fee charged by the title company,
if any.
SECTION S.
coVENANTS, REPRESENTATIONS, AND WARRANT IFsB OF SELLER
5.1) Seller, as an inducement to Buyer to enter into this
Agreement, and as part of the consideration therefor, represents,
warrants, and covenants with Buyer and its successors and assigns
that:
5.1.1) There are no leases, options, purchase
agreements, rights to redeem, tenancy agreements, or rights
of occupancy, written or verbal, and no person or party has,
or will have any rights of adverse possession, regarding the
Subject Property;
5.1.2) Seller will maintain in force insurance
against public liability from such risk and to such limits
as in accordance with prudent business practice and suitable
to the Subject Property from the date hereof to the Closing
Date;
5.1.3) Except for obtaining the Phase I Environmental
Audit prepared by dated
_ , seller has made no other
independent environmental investigation of the Subject
Property and can make no representations as to actions of
previous owners. The Seller has not received any written
notice related to environmental issues at the Subject
Property. Except as disclosed in said Environmental Audit,
and to the best knowledge of Seller, no entity or person has
done the following:
i) "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
ii) taken any action in "response" to a
"release" in connection with the Subject Property; or
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iii) 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, including the generating,
transporting, treating, storage, or manufacture of any
Hazardous Substance (as defined below). 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. 'Hazardous Substances" means hazardous waste,
toxic substances, formaldehyde, urea, polychlorinated
biphenyls, asbestos, petroleum, natural gas, synthetic
gas usable for fuel or mixtures thereof, any materials
related to any of the foregoing, and substances defined
as "hazardous substances ", °toxic substances",
"hazardous waste ", "pollutant ", or "contaminant" in
CERCLA, Resource Conservation and Recovery Act as
amended, 41 U.S.C. Sec. 9601 et seq., the Hazardous
Materials Transportation Act, 49 U.S.C. Sec. 1801 et
seq., the Clean Water Act, 33 U.S.C. Sec. 1251 at seq.,
any state laws regarding environmental matters, or any
regulations promulgated pursuant to any of the
foregoing statutes.
seller shall. indemnify Buyer, its successors and assigns,
against, and shall hold Buyer, its successors and assigns,
harmless from, any and all losses, liabilities, claims,
fines, penalties, forfeitures, damages, administrative
orders, consent agreements and orders, and the costs and
expenses incident thereto, including, without limitation,
reasonable attorneys' fees, consultants' fees and laboratory
fees, which may at any time be imposed upon, incurred by or
awarded against Buyer as a result of or in connection with
the breach of any of the above representations and
warranties, whether such breach is discovered before or
after closing. Each of the above representations and
warranties shall survive the closing. Consummation of this
Agreement by Buyer_with knowledge of any such breach by
Seller shall not constitute a waiver or release by Buyer of
any claims arising out of or in connection with such breach;
5.1.4) seller is unaware of any wells located upon
the Subject Property.
5.2) All of Seller's covenants, representations and
warranties in this Agreement shall be true as of the date hereof
(and shall be a condition precedent to the performance of Buyer's
obligations hereunder) and as of the Closing Date. If Buyer
18251 5 09/29/94
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discovers that any such covenant, representation, or warranty is
I I 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. Buyer shall not be deemed to have waived any
claims for breach of warranty if Buyer consummates the
transaction set forth in this Agreement with the knowledge that
one or more of Seller's warranties are false.
5.3) Seller is, or by Closing will be, the sole owner of
fee simple absolute title to the Subject Property, has all
requisite power and authority to execute and deliver this
Agreement and the documents listed in Section 4 above.
SECTION 6.
INVESTIGATION AND TESTING
6.1) Buyer and its agents shall have the right, at its sole
option, to enter the Subject Property without charge and at all
Treasonable times, to perform such engineering and environmental
investigation and tests as Buyer may reasonably deem appropriate.
If Buyer investigates and tests the Subject Property pursuant to
this section, Buyer shall pay all costs and expenses of such
investigation and testing and shall hold Seller harmless from all
costs and liabilities arising out of Buyer's activities. If the
purchase and sale contemplated by this Agreement is not closed,
Buyer shall repair and restore any damage to the Subject Property
caused by Buyer's engineering and environmental investigation or
testing, at Buyer's expense, and Shall return the Subject
Property to substantially the same condition as existed prior to
such entry.
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SECTION 7.
CO TINGENCIEB
7.1) The obligations of Buyer under this Agreement are
contingent upon each of the following:
7.1.1) The representations and warranties of Seller
set forth in Section 5 of this Agreement must be true as of
the date of this Agreement and on the Closing Date.
7.1.2) Buyer shall have determined on or before the
closing Date, that it is satisfied, in its sole discretion,
with the results disclosed in any engineering or
environmental investigation or testing of the Subject
Property.
7.1.3) Buyer shall have determined on or before the
Closing Date that it is satisfied with the results and
recommendations of any feasibility report concerning Buyers
proposed use of the Subject Property.
If any one of the contingencies set forth in section 7.1 have not
been satisfied on or before the Closing Date, then Buyer may, at
Buyer's option, terminate this Agreement by giving written notice
to Seller on or before the Closing Date. The contingencies are
for the sole and exclusive benefit of Buyer, and Buyer shall have
the right to waive the contingencies by giving written notice to
Seller.
7.2) The obligations of Seller under this Agreement are
contingent upon each of the following:
7.2.1) Chanhassen City Council approval of:
a) The final plat of Oak Ponds 3rd Addition; and
b) The rezoning of the real property constituting
oak Ponds 3rd Addition,
following all appropriate public hearings and procedures as
required by Chanhassen City ordinances.
7.2.2) The execution of an amendment to that certain
Contract for Private Redevelopment Agreement between Seller
and the Housing and Redevelopment Authority in and for the
City of Chanhassen and Dean R. Johnson Construction, Inc.
for Oak Ponds 2nd Addition dated April 12, 1994 to provide
18251 7 09129/94
09.29/94 12:17 $612 452 5550 CAMPBELL KNUTSON ii-* CHAN. CITY HALL 1022.026
for necessary modifications to said Agreement resulting from
the execution of this Agreement.
If any one of the contingencies set forth in Section 7.2 have not
been satisfied on or before the Closing Date, the Seller may, at
its option, terminate this Agreement by giving written notice to
Buyer on or before the Closing Date. The contingencies in
Section 7.2 are for the sole and exclusive benefit of Seller, and
Seller shall have the right to waive the contingencies by giving
written notice to Buyer.
SECTION S.
MISCELLANEOUS
8.1) Buyer and Seller warrant that neither party has been
represented by a real estate broker in this transaction and that
no brokerage fees are due any party as a result of this
transaction.
8.2) Any notice, demand, or request which may be permitted,
required or desired to be given in connection herewith shall be
in writing and sent by certified mail, hand delivery, overnight
mail service such as Federal Express, or Western Union telegram
or other form of telegraphic communication, directed to Seller or
Buyer. Any notice shall be deemed effective when delivered to
the party to whom it is directed. Unless other addresses are
given in writing, notices shall be sent to Seller or Buyer at the
applicable address stated on the first page of this Agreement.
8.3) Time shall be of the essence in this Agreement. Where
any date or time prescribed by this Agreement falls on a
Saturday, Sunday or statutory holiday, such date or time shall
automatically be extended to the next normal business day.
78?51 8 09/29/94
09%29%94 12:18
$612
452 5550
CAMPBELL KNUTSON
444 CHAN.
CITY HALL 023/026
8.4)
Each
party hereto
shall promptly,
on the
request of
the other party, have acknowledged and delivered to the other
party any and all further instruments and assurances reasonably
requested or appropriate to evidence or give effect to the
provisions of this Agreement.
8.5) This Agreement represents the entire agreement of the
parties with respect to the Subject Property and all prior
agreements, understandings, or negotiations between the parties
are hereby revoked and superseded hereby. No representations,
warranties, inducements, or oral agreements have been made by any
of the parties, except as expressly set forth herein, or in other
contemporaneous written agreements. This Agreement may not be
changed, modified or rescinded, except by a written agreement
signed by both parties hereto.
8.6) If Buyer defaults under any of the terms hereof, then
seller shall have the right to pursue any remedies which are
available to Seller at law or in equity, including without
limitation, specific performance, damages (including attorney's
fees) and to the cancellation of this Agreement.
8.7) If Seller defaults under any of the terms hereof,
including, without limitation, the delivery of marketable title
to the Subject Property as set forth in Section 4 hereof, and any
of Seller's representations, covenants, and warranties in Section
5 hereof, then Buyer shall have the right to pursue remedies
which are available to Buyer at law or in equity, including
without limitation, specific performance, damages (including
attorney's fees) and to the cancellation of this Agreement.
18251 9 09/29/44
09%29/94 12:19 0612 452 5550
STATE OF MINNESOTA )
ss.
COUNTY OF CARVER )
CAMPBELL KNUTSON 4 -+4 CHAN. CITY HALL 2025/026
The foregoing instrument was acknowledged before me this
day of , 1994, by Donald J. Chmiel and by
DonDon Ashworth, respectively the Mayor and City Manager /Clerk of
the CITY OF CHANHASSEN, a Minnesota municipal corporation, on
behalf of the corporation and pursuant to the authority granted
by its City council.
Notary Public
STATE OF MINNESOTA )
ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 1994, by DEAN R. JOHNSON and
, the President and of DEAN
R. JOHNSON CONSTRUCTION, INC., a Minnesota corporation, on behalf
of said corporation.
THIS INSTRUMENT WAS DRAFTED BY:
Notary Public
CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A.
317 Eagandale Office Center
1380 Corporate Center Curve
Eagan, MN 55121
Telephone: (612) 452 -5000
JRW
18251 11 09/29/94
09 %29/94 12:18
✓ 8`612
452 5550
CAMPBELL KNUTSON X44
CHAN. CITY HALL
1j024i026
8.8)
If any
provision of
this Agreement is
declared void
or
unenforceable, such provision shall be deemed severed from this
Agreement, which shall otherwise remain in full force and effect.
8,9) Failure of any party to exercise any right or option
arising out of a breach of this Agreement shall not be deemed a
waiver of any right or option with respect to any subsequent or
different breach, or the continuance of any existing breach.
8.10) This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns.
8.11) This Agreement shall be construed in accordance with
the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
CITY OF CHANHASSEN
By:
Donald J. Chmiel, Mayor
By:
Don Ashworth, City Manager /Clerk
DEAN R. JOHNSON CONSTRUCTION, INC.
By:
Dean R. Johnson
Its President
By:
Its
18251 10 04/224/94
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EXHIBIT $'A"
to
REAL ESTATE PURCHASE AGREEMENT
LEGAL DESCRIPTION OF THE SUBJECT PROPERTY:
Lots 1, 2, 3 1 4, 5 and 6 Block 5;
Lots 1, 2 and 3, Block 6;
Lots 1, 2, 3, 4, 5 and 6, Block 7; and
Outlot B,
all in OAK PONDS 2ND ADDITION, Carver County, Minnesota, according
to the recorded plat thereof.
13251 12 04/24/94