4. School/recreationProperty Acquisition, Hwy 5 & Galpin Blvd. 1 • CITYOF Li p- 4
1 CHANHASSEN
' 690 COULTER DRIVE • P.O. BOX 147 • CHANHASSEN, MINNESOTA 55317
(612) 937 -1900 • FAX (612) 937 -5739
I "� Update: This item was tabled at the Feb.
MEMORANDUM 22, 1993 meeting. Councilman Senn will
I be asking the Council to consider setting
a public hearing date on this issue before
TO: Mayor and City Council taking final action.
I FROM: Don Ashworth, City Manager Update No. 2: The Council agreed with
Councilman Senn and scheduled the informationa
meeting for tonight. Approval is
I DATE: February 22, 1993 recommended.
DWA (4- 12 -93)
SUBJ: School/Recreation Property Acquisition, Highway 5 and Galpin Boulevard
1
Development pressure has existed on the property south of Highway 5 and east of Galpin
I Boulevard (proposed school site) for the past 4 -5 years. This property could have been served
by sanitary sewer via an extension of the Lake Ann Interceptor which exists on Prince's property
(construction completed in 1987). Several factors have prohibited the developers from coming
1 forward with development proposals, i.e:
- Comprehensive Plan: Even though the property could be served by sanitary sewer, it
I could not be developed until after the city had completed updating its Comprehensive
Plan and officially amending the MUSA Line to include that property. The owner sat
patiently while the City Planning Commission and Council went through nearly two years
I of public hearings to debate potential land uses in the expanded MUSA area as well as
to complete the plan itself; and
1 - Sewer and Water Extensions: Although the school property could technically be served
by a Lake Ann Interceptor extension, this type of improvement would be short sighted
and not reasonably allow for sanitary sewer service of the entire expanded MUSA area.
1 Staff recommended that the City Council take a more comprehensive view of the
proposed service area and the Council approved an initial concept plan whereby sanitary
sewer service would be provided through the "Upper Bluff Creek Sewer Service Area."
I As the Council is aware, a detailed feasibility study was conducted for the sewer service
area which showed that the initial concept plan was the best alternative and that work was
I followed by preparation of detailed plans and specifications and finally an award of bid
in the fall of 1992. Sewer service will be available to this site in 1993; and
' - Negotiations with School District 112: Although our Comprehensive Plan showed that
this location would be the best site for a school in Chanhassen, the School District needed
to complete its own determinations as to whether additional school buildings would be
1 Ilk
C 0 PRINTED ON RECYCLED PAPER
1
1
1 Mayor and City Council
February 18, 1993
Page 2
' needed and potential locations for such. Frauenshuh Companies was employed by the
school district to find two sites in Victoria, Chaska, and Chanhassen as potential school
1 sites for the school district. The school district met with the cities and a decision was
made that a base cost be established for school acquisition so as to ensure that one city
would not be bidding against the other, and therefore eliminate the possibility of cost
1 over - shadowing normal locational considerations, i.e. school population being served,
busing, etc. Properties being considered in Chaska were on the market at a value of
$15,000 per acre with an estimated cost of $2,000 per acre for utilities. It was agreed that
1 any of the parcels proposed to be considered would be set at the $17,000 per acre base
so as to, again, assure that cost did not become a consideration in the school district's
decision making process. The conclusion of that process was a decision by the School
' Board to build both a new high school and elementary school with the preferred location
for the high school being a site on the Chanhassen/Chaska border (in Chaska), with the
elementary school being located in Chanhassen at the Galpin Boulevard and Highway 5
' location. Frauenshuh Companies was authorized to negotiate with the owners of that site
and attempt to receive terms and conditions that would be acceptable to both the city and
1 school district.
As stated at the beginning of this memorandum, the above factors have all contributed to the
inability of Ryan and the Highway 5 Partnership (owners of the school site) from being able to
develop the property even though it could have been developed five years ago. I think it is fair
to say that the partnership is so frustrated with the continuing list of obstacles that they wish to
sell to any party making a reasonable offer. They have refused to meet any further with the
school district representative (Frauenshuh Companies) as the offers being made by the school
district need to recognize that the school district will not have its money to pay for its portion
of the site until after a referendum is passed. Frauenshuh Companies set out a series of options
which would recognize that the initial referendum may fail in 1993 and that the school district
would need the option of having additional time frames to re- present the referendum to the
public, i.e. potentially 1994 and 1995. The partnership finds this type of "maybe we'll
buy /maybe we won't" unacceptable. Two offers have been presented to the partnership to
purchase the property and to develop it residentially. Even though the Guide Plan shows this
' property to be school, the underlying zoning is residential. Once one of the two purchase
agreements are signed and a preliminary plat is submitted to the city, the city will have one of
two options - -1) approve the proposed subdivision assuming it meets density, setback, etc.
1 standards; or 2) to agree to purchase the property. At a minimum, the purchase price to the city
would be the price paid by the residential developer including all of his costs to get the
preliminary plat to that stage, i.e. attorney /engineering/soil boring/etc. fees, as well as costs
1 incurred in holding the property. It is anticipated that one of the two preliminary plats will be
presented to the Planning Commission within the next thirty days.
1 In light of the pending doom, the Mayor and I authorized the City Attorney's office to intercede
in the acquisition process. More than half of the site is anticipated for recreational use by the
1
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02.17.93 15:22 $612 452 5550 CAMPBELL KNUTSON IZ 002
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1
CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A.
Attorneys ar I,aw
1 Thomas J. C.aaipbell (612) f�2.5�00
Ro¢ N. Knutson Fax (bJ2) 453-5550
Thorn M. Scott
Gary G. Fuchs February 17, 1993
james R. Walston
Elliott B. Knctsch
Michacl A. Brohack
Renoe D. Steiner
1 SENT BY FAX AND MAIL
•
Mr. on Ashworth
City Manager
City of Chanhassen
690 Coulter Drive
' F.O. Box #147
Chanhassen, MN 55317
1 Re: Highway 5 Partnership - School Property
Dear Don:
At your direction, I met with the representatives of the
' Highway 5 Partnership, the partnership that owns approximately
138 acres of vacant land on the southeast corner of the
intersection of Highway 5 and Galpin Boulevard. I understand
that, prior to my meeting with the partners, the partnership had
had several conversations with City Staff and City
representatives over several months regarding the ultimate use of
the approximately 40 acres that is directly southeast of that
' intersection.
1 met with Dennis Dirlam, John Blanchar,'Bob Morehouse and
haul Napper. We discussed the partnership's intentions regarding
the sale of the property and the history of the negotiations and
communications with the City and the School District. As you can
see in the very recent February 9, 1993 letter from Mr. Dirlam,
there is some frustration on their part regarding the time
involved in the decision - making process.
The purpose of my meeting with the partnership was to
attempt to determine the price and terms on which the partnership
would sell the property located in the southeast corner of the
intersection and lying westerly of the most westerly branch of
the creek that runs north and south through the property. (A
photocopy of a topographical map and the plat map showing the
approximate location of the creek and the subject parcel is
' attached hereto.) The total area within that parcel is
approximately 40 acres.
1
Suite 317 • Eagandale Office Center • 1380 Corporate Center Curve • Eagan, MN 55121
1
02/18.93 08:4.1 $612 452 5550 CAMPBELL KNUTSON 4- !y CHAN. CITY HALL 2002
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RE CE:
FEF161993
TO: City of Chanhassen
1 FROM: Highway 5 Limited Partnership
DATE: February 9, 1993
1 Dear Sirs:
The Highway 5 Limited Partnership has coordinated with the
' City of Chanhassen, for in excess of two years, to help the
City acquire, in some manner, the approximately 42 acres at
the southeast quadrant of Highway 5 and Galpin Lake Boulevard
' as a school site.
This discussion began prior to revision of the guide plan and
extension of the MUSA line, resulting in the designation, on
' the guide plan, reflecting the site for school purposes.
More than one year ago, we were assured by the City that we
had reached agreement on a purchase price and sale that would
' take place before the end of 1991, and then subsequently- -for
certain - -in January 1992. The agreed upon purchase price for
the site at the time was $25,000 per acre and the City had
gone so far as to prepare a purchase agreement to conclude
1 the transaction.
We are aware, also, that the City then had its controversy
' with the School District regarding the type of school needed,
and its ultimate location, resulting in the School District
creating a Committee to study the possible sites.
' We now understand that this study is complete and has reached
the same conclusion that the City reached more than two years
ago. This conclusion being that our site is the most
desirable site for a new school.
You must understand that during this entire tenure, the
school designation on the property has delayed our desire
' to develop and market the property as we had planned. This
delay has occurred for two reasons: First, we sincerely
thought we had reached a good -faith agreement with the City
of Chanhassen; and second, those developers that we have
' shown the property to are very leery of expending time,
money, and energy on a site that is identified by the City
as a school site.
' We have, however, been presented with two purchase agreements
by reputable residential developers. These proposals would
meet our sale criteria. Both agreements reflect a purchase
price of $25,000 per acre and are only dependent upon City
approval of their residential development plans.
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' RRAL ESTATE PURCH AG RE E MENT
THIS AGREEMENT (the "Agreement ") made and entered into this
1 day of , 1993, by and between the CITY of
' CHANIiABSEN, a municipal corporation under the laws of the State
of Minnesota, with offices at 690 Coulter Drive, Chanhassen,
1 Minnesota 55317 (referred to herein as the "Buyer "), and HI -WAY 5
PARTNERSHIP, a limited partnership under the laws of the State of
Minnesota, with offices at
(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 OP LAND
' 1.1) Seller shall sell to Buyer and Buyer shall purchase
from Seller, upon the terms and conditions hereof, the following
1 property (all collectively referred to as the "subject
property "):
1 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,
and to any unpaid award with respect thereto (the "Land ");
1.1.2) Any improvements located on the Land;
1.1.3) All rents, leases, contract rights, causes of
action, permits, licenses, and other rights relating to the
1 Land and Improvements (the "Contract Rights "); and
4203
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insurance (the "Commitment ") issued by Title Company acceptable
to Buyer ( "Title ") in the amount of Nine Hundred Sixty -six
' Thousand and 00/100 Dollars ($966,000.00), committing to insure
that Buyer will have good and marketable title to the subject
property, free of any and all standard and other exceptions to
title, except matters to which Buyer may consent in writing.
3.2) In the event any exceptions are listed in the
' Commitment for title insurance, if the same results from any
voluntary action by the Selier, then Selier shall promptly cause
' the exception to be removed. With regard to any other exceptions,
if the Selier 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 as the Buyer's sole and
' exclusive remedy and Seller shall return Buyer's Earnest Money.
' SECTION 4.
CLOSING
4.1) The closing (the "Closing ") shall be at a location
designated by Buyer, and shall occur on or before April 30, 1993
(the "Closing Date ").
4.2) On the Closing Date, Seller shall deliver to Buyer
possession of the subject property vacant and free of any and all
debris, and all personalty not included in the sale of the
' subject property. Until possession is delivered to Buyer, Seller
shall keep and maintain the subject property in a neat and
orderly condition and shall not alter or damage any part thereof.
Seller shall not remove any dirt, trees, shrubs, or other natural
4203 -3-
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I fees; 4.5.3) title insurance commitment fees and service
' 4.5.4) recording fees for corrective instruments
required to remove encumbrances and place marketable title
in Buyer's name; and
U 4.5.5) all fees and costs owed for the survey of the
subject property.
4.6) Buyer shall pay at Closing:
4.6.1) all recording fees and charges relating to the
filing of the deed; and
4.6.2) title insurance premiums.
' 4.7) Seller and Buyer shall equally share the Closing fee
charged by the title company.
1 SECTION S.
COVENANTS, REPRESENTATIONS AND WARRANTIES 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) Neither Seller, nor any entity or person has,
at any time:
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
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5.1.4) Neither Seller, nor any entity or person has,
at any time, installed, used, or removed any underground
storage tank on or in connection with the subject property;
' 5.1.5) As part of this agreement, Seller shall execute
the well disclosure certificate attached hereto as Exhibit
"B ". Seller shall deliver the well certificate to Buyer on
' the date of execution of this agreement. Seller warrants
•that all statements set forth in the well certificate are
true, accurate, and complete to the best of Seller's
' knowledge.
5.2) The covenants, representations, and warranties
' contained in Section 5 shall be deemed to benefit Buyer and its
successors and assigns and shall survive any termination or
expiration of this Purchase Agreement or the giving of the Deed.
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. 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, and
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ii) Buyer shall have determined on or before the Closing
' Date, that it is satisfied, in its sole discretion,
with the results of and matters disclosed by any
environmental investigation or soil testing of the
subject property.
If the contingencies set forth above have not been satisfied on
' or before the date for each such contingency, then Buyer may, at
Buyer's option, terminate this Agreement by giving written notice
to Seller on or before the Closing Date. Upon such termination,
' neither party shall have any further rights or obligations under
this Agreement. The contingencies are for the sole and exclusive
benefit of Buyer, and Buyer shall have the right to waive any
contingencies by giving written notice to Seller.
SECTION 8.
MISCELLANEOUS
' 8.1) The covenants and representations made by Seller shall
survive the Closing of this transaction.
1 8.2) Seller hereby agrees to indemnify Buyer for any claim,
cost, or damage related to any brokerage fee due because of this
Agreement.
' 8.3) 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
1 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
4203 -9-
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portion of the Earnest Money) unless the Closing actually occurs,
1 or to any notice under this Agreement; or (b) Buyer have any
liability and /or obligation for payment of any commission or
other compensation to any real estate broker or agent regarding
' this Agreement.
8.7) If Buyer defaults under any of the terms hereof, then
1 Seller shall retain the Earnest Money and shall have the right,
in addition to whatever other remedies are available to Seller at
1 law or in equity, including without limitation, specific
' performance, damages, including attorney's fees, to cancellation
of this Agreement.
8.8) If Seller defaults under any of the terms hereof,
including, without limitation, the delivery of marketable title
1 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, in addition to
whatever other remedies are available to Buyer at law or in
equity, including without limitation, specific performance,
II damages, including attorney's fees, to cancellation of this
Agreement. On such cancellation, Seller shall deliver to Buyer
1 all Earnest Money.
11 8.9) 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.
8.10) Failure of any party to exercise any right or option
1 arising out of a breach of this Agreement shall not be deemed a
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' STATE OF MINNESOTA )
( ss.
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 municipal corporation under the laws of the
State of Minnesota, on behalf of the corporate and pursuant to
the authority granted by its City Council.
NOTARY PUBLIC
STATE OF MINNESOTA )
COUNTY OF 042vte ( ss. )
The foregoing instrument was acknowledged before me this
8 ,r day of APP , 1993, by ?c ,,u 31-#4/c #48
and n�Nu:.r P 0 42t14r>1 , the General
Partner and 1 of Hi -Way 5
' Partnership, a limited partnership under thp laws of the State of
Minnesota, on its behalf.
i, /1004P
00 i / . %�!
' NOTARY PULLI
.'•""` NOTAR PUBLIC M INNE� '
� ROBERT B MOREHOUSE
DRAFTED BY : 1rFF
Campbell, Knutson, Scott & Fuchs, P.A. `�✓ CARVER COUNTY
My Commission Expires Oct. 14, 1993
' 317 Eagandale Office Center �...,.
1380 Corporate Center Curve
Eagan, Minnesota 55121
' (612) 452 -5000
GGF: kjh
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SENT BY:Xerox Telecopier 7020 ;12 -22 -92 ; 18:03 ; 61234220704 612 937 5739;# 2
December 22, 1992 FRAUENSHUHCOMPANIES
A DIVERS1F1ED PROPERT11:$ GROUP
Mr. Kent M. Carlson
Development Associate
Ryan Construction Company of Minnesota
700 International Center
900 Second Avenue South
1 Minneapolis, MN 55402
RE: LAND BOUNDED BY GALPIN BOULEVARD TO THE WEST, HIGHWAY 5 TOTER
' NORTH, TIMEERWOOD DEVELOPMENT TO TSB SOUTH, AND A NATURAL
CREEK BOUNDRY TO THE EAST
' Dear Kent:
This letter will outline the terms and conditions of a proposed
purchase of the aforementioned land by the City of Chanhassen. As
you are aware, 1 have been exclusively retained to negotiate this
possible transaction on behalf of the City of Chanhassen and have
successfully completed my work between Chanhassen and ISD 112.
Prior to outlining the specifics of our proposal I would like to
reiterate the basic framework and compelling issues which have led
us to this point.
ISD 112 CIRCUMSTANCES:
ISD 112 includes portions of Chanhassen, all of Chaska, Victoria,
and other communities. Demographic projections indicate that the
district will be unable to properly accommodate over 2000 students
within a four year horizon. As a result, the School District has
' embarked upon a very necessary program of repair and betterment, a
new upper school and a new lower school. The District has retained
Frauenshuh Companies as its real estate advisor, HGA as its
architectural advisor, and John R. Gockel and Associates as its
' construction /project administrator. Because of the size and scope
of this project there has been a lengthy and sophisticated
development process. Presently, the School District has identified
its preferred sites for both the upper and lower schools and the
aforementioned land is a primary site for the lower school
opportunity.
1 AGREEMENT BETWEEN ISD 112 AND THE CITY OF CHANHASSEN:
ISD 112 and the City of Chanhassen have concluded very positive
work regarding the potential of a lower school on the Site. The
City of Chanhassen has guaranteed that the School District will
have available up to twenty (20) acres of land for a price not to
exceed $17,000 per acre. This price also includes approximately
' $380,000 of infrastructure improvements, the cost of which would
normally be born by the land owner. These improvements include,
the Trunk Sanitary Sewer, the Water Main, the East /West Collector
street, and have been guaranteed to be completed in a timely manner
a : 154LLE 1'LNZ -\ 800 LASALLE AVENUE • MINNEAPOLIS. MN 55402 3 f612) 342.2200
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SENT BY:Xerox Telecopier 7020 ;12-22-92 ; 15:04 ; 6123422070—) 612 937 5739;# 4
1
' Mr. Kent Carlson
December 22, 1992
Page 3
RYAN CONSTRUCTION INVOLVEMENT
It is our understanding that Ryan Construction has no financial
' incentive in the direct components of this potential transaction.
They will not be paid a commission nor will they receive any
favorable discount on the remaining land. Ryan Constructions sole
interest is to create marketable industrial land to the east.
' SITE CORRECTION COSTS
The purchase price also reflects a $75,000 discount for additional
site engineering costs which our architects and engineers have
determined would be required on the Site relative to "an average
site".
1 COMMISSIONS
Frauenshuh Companies is acting as the exclusive agent for ISD #112
and the City of Chanhassen on this potential transaction. The
compensation to Frauenshuh Companies is exclusively the
responsibility of the City and the School District. Any and all
1 other commissions payable will be the direct responsibility of the
Seller.
CONTINGENCIES
1 This letter of understanding will also be subject to the following
basic contingencies:
• City Council Approval
• School Board Approval
• State of Minnesota Approval
' • Environmental Review
• Site Engineering Review
• Guarantee Of Clear Title
• Assignability
1 Kent, we look forward to meeting with you and the general
partners) of the Highway 5 Limited Partnership to discuss 'and
finalize this arrangement. Please contact me at your earliest
1 convenience to arrange a convenient time for a meeting.
Sincerely,
FRAUENSHUH COMPANIES
11 , ,1/ •
Wi1K. oeg
cc: r. Don Ashworth
Mr. Todd Gearhardt
WKH:mmb
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02.17.93 14:17 $612 452 5550 CAMPBELL KNUTSON 2003
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Mr, Don Ashworth
February 17, 1993
Page 2
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shown by the partnership as Outlot A, the proposed park property.
Bud Andrus submitted his opinion dated January 15, 1993 that
estimates the value of the property to be between $160,000.00 and
$185,000.00. Harvey Swenson submitted an appraisal dated
January 20, 1993 that estimates the value to be between
$44,500.00 and $47,500.00. The owners predictably rely much more
heavily on the estimate of Mr. Andrus.
I have reviewed both Mr. Andrus' opinion and Mr. Swenson's
appraisal. It appears very difficult to find sales of comparable
property from which to form an estimate of value for thie parcel.
That seems understandable since inaccessible, buildable areas
surrounded by railroad right -of -way and wetland are probably not
common and do not often sell as a separate parcel. As stated by
Mr. Andrus, "it is difficult to place an economic value on a
parcel of land that has been categorized as unbuildable by a
public body ".
The result of my meeting with Mr. Dirlam and Mr. Akerberg is
that the partnership offered to sell the approximately 14.3 acres
to the City for $125,000.00, payable in four semi - annual equal
payments over two years. In addition, the City would agree to
absorb a pro -rata share of the special assessments that result
from the street and utility improvements that are installed in
the larger 93.7 acre PUT); parcel.
As I told Mr. Dirlam and Mr. Akerberg, I could not, and do
not, recommend these terms to the City. The appraisal by
Mr. Swenson gives a more complete analysis of value of
nonbuiidable land and of the value /cost of holding land for
uncertain future development. The offer by the owners is 2.5 Lo
3.0 times the estimated value of Mr. Swenson.
T have made no recommendations nor proposals on behalf of
the City regarding purchase of the property. If City Staff and
City Council wish continued negotiations, I would be happy to do
co. I shall await your direction.
Very truly yours,
CAMPBELL,
1 SON, SCOTT
& FUCHS, /P.A.
Sy: AmmLid J4 S
Ga- Gru• s
GGF:kjh
04/07/03 15:08 $612 452 5550 CAMPBELL KNUTSON Z005
5. Evidence of Title. Seller shall within twenty �.n twen�y (20)
days after acquisition of Lhe Subject Property by Seller, cause
to be delivered to Purchaser an Abstract of Title certified to
date (or a Certificate of Title and Registered Property
Abstract), to include proper searches covering bankruptcies and
State and Federal judgments and liens. Within 30 days thereafter
the Purchaser shall give notice in writing to Seller of any
defects in or objections to the title. seller shall have One
Hundred Twenty days in order to eliminate any exceptions or clear
any defects to title. If Seller fails to clear title to the
extent herein required, Purchaser may clear title to the extent
so required and charge the cost of clearing to Seller. Title to
he conveyed as herein provided shall be marketable title, free
and clear of all liens, encumbrances, restrictions and easements,
except for standard exceptions to title for taxes, assessments
and existing easements, if any, and except as may be expressly
waived by Purchaser.
6. Representations and Warranties by Seller. Seller
represents and warrants to Purchaser that:
(a) IL 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) Subject to the contingency contained in Paragraph 4(a),
Seller will own the Subject. Property on the date of
closing free and clear of all liens, charges and
encumbrances, except for standard exceptions to title,
(c) Seller has received no notice of any action,
litigai.ion, investigation or proceeding of any kind
pending against Seller, nor to the best of Seller's
knowledge is any action, litigation, investigation or
4286 -4 -
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04/07/93 15: 12 $612 452 5550 CAMPBELL Ks'I`TSON 2009
If, and to the extent, any cost or fee shall be payable by Seller
under this Agreement, Purchaser shall have the right to pay such
amount for the account of Seller and deduct the amount thereof
' from the cash due Seller on the Date of Closing.
9. Survival. A11 of the terms, covenants, conditions,
' representations, warranties and agreements contained in this
Agreement shall survive and continue in force and effect and
' shall be enforceable after the closing.
10. 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 mailed by V.S. registered or
' certified mail, postage prepaid, return receipt requested, or
Sent. by reputable overnight courier, properly addressed as
follows:
' If to Sellers; City of Chanhassen
690 Coulter Drive
Chanhassen, Minnesota 55317
' If to Purchaser: Independent School District No, 112
Highway 41
Chaska, Minnesota 55318
ATTN: 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 Lhree (3) days after
the date upon which the same is deposiLed in the U.S. registered
or certified mail, postage prepaid, return receipt requested,
properly addressed in the manner above provided, and if served
' personally or sent by reputable overnight courier, on the date of
4286 - 8 -
1
04i07'9315:1.3 $612 452 5550 CAMPBELL KNUTSON 2011
1
1 include the plural, the plural shall include the singular, and
the use of one gender shall include all other genders, as and
1 when the context so requires.
15. Controlling Law. This Agreement has been made and
entered into under the laws of the State of Minnesota and said
1 laws ,hall control the interpretation hereof.
16. Remedies. If either party shall default in its
obligations hereunder, the sole remedies available to either
party, except with respect to defaults under Paragraph 6 herein
for which damages shall be recoverable as provided therein,
1 shall, among other remedies available at law be (i) entitled to
germinate this Agreement 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.
' 17. Counterparts. This Agreement may be signed in one or
more counterparts, all of which taken togcther shall be deemed
one on gi_naI .
18. severability. If any provision in this Agreement, or
any application thereof, shall be invalid or unenforceable, the
' remainder of this Agreement and any other application of such
provision shall not be effected thereby and shall not be rendered
1 invalid or unenforceable.
1
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420G -10-
1
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04/07/93 15:14 '$612 452 5550 CAMPBELL MITSON X013
1
STATE OF MINNESOTA
' ) fig.
COUNTY OP
The foregoing instrument was acknowledged before me t.his
111 day of _ , 1993, by and
the and
of Independent School District 112, a
corporation, on behalf of said corporation.
1 Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
CAMPBELL, KNUTSON, SCOTT & FUCHS, P.A.
317 Eagandale Office Center
1350 Corporate Center Curve
Eagan, MN 55121
' Telephone: (612) 452 - 5000
JRW
1
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01 %07%93 15:15 $612 452 5550 CAMPBELL KMJTSON 015
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'1' ---k-6- I A ...-___
City Council Meeting - March 8, 1993
Middle School recently, but very much at School District #112. We are fortunate
to have some very talented staff members on our faculty and the artistic
renderings you see here are done by David Zander who is an art teacher at our
new school. Jonathan Elementary School, and he shows the problem that we are
experiencing in District #112. Our enrollment is growing by leaps and bounds.
' We have a current capacity of approximately 4,616 students and we are expecting
7,000 students by the year 2000. As you can see in 1984 the beeker, which is
School District #112 facilities was comfy, as our School Superintendent Dave
Clough describes it. By 1992, this fall, we are full and nearly full to
overflowing. As a matter of fact, we are really one classroom short this year
but we've managed to move students. Several sections of 5th grade students came
over from Chaska Elementary to Chanhassen Elementary. Some of you may be aware
' of that, this past fall. But by the year 2000 you can see that the situation
becomes really very difficult and nearly impossible. When the Board realized
approximately a year ago that our projections were in fact not as accurate as we
would like to have them be, in the fall of 1991 we were expecting 200 new
students and 400 arrived. At that point we decided that we needed to do
something very significantly different in terms of our projections so the Board
commissioned several pieces of research. The first was a demographic study
conducted by Or. Barbara Lukerman who is on the faculty at the Humphrey
Institute. She's a very well known demographer in the Twin Cities area and has
dcnr some work for the Metropolitan Council. Her task was to answer the
questicn, how many students do we have and can we expect in the near future. We
' also cc d..cted a facility inventory and that was done by the EOS Architects
firm. The> b,:ilt our Jonathan Elementary and they helped us determine that we
cccld acccrrr,odate with our current facilities approximately 4,616 students. They
cr�wr'ed t'e gLe:tion for us, how much room do we really have. We also then put
toge'hE- Er education plan which is kind of a culmination of a number of studies
t ' `ac' bee-, done in the district over the last probably 10 years and it
' arzws the question, what do we want to do for students in the future. After
thc:e '.''EE studies were completed, the Board appointed a facility planning task
fo'c= L.:'' a number of staff members, citizens, and city and county officials.
1 Th_e cc- - thee studies for 7 months. They held public hearings and they
actL'' - ;, re.'iewed 17 different proposals for how to solve the problem. Here's
tt� s;?Jticr that they recommended, which the Board of District #112 has
adopted. They recommended that in order to solve the problem we should build a
' neL. wic` Sc`,ccl for grades 10 -12. We should convert the current High School to
a t'_dd'e School for grades 8 -9. We should convert the current Middle School
wE;c`. now hoses grades, 6, 7, and 8 to a school housing grades 6 and 7. And
that we should build a new elementary school for grades 1 -5 and update and
repair all of our older buildings. I have some enrollment figures to support
that recommendation. And these sort of surround the years that you saw the
beekers representing. In 1986 our enrollment was just over 3,200 students. We
1 had a capacity of just under 3,500 at that point. We were very comfortable. We
had sore extra space and we had the capacity to grow. We were no classrooms
short at that point. This fall, with an enrollment of 4,648 and a capacity of
4,61E, we're 32 students over capacity but we've managed to accommodate that.
Being one classroom short is not a serious crisis but it's changing rapidly. I
should just comment on the capacity change between '86 and '92. '86 was prior
' to the rennovation of our Early Childhood Center and also to the building of
Jonathan Elementary. By '96 you can see we will be nearly 1,600 students over
capacity. 58 classrooms short. And by the year 2000, we'll be 88 classrooms
1
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1
City Council Meeting - March 8, 1993
' won't go through each of those for ou because I do have a handout for you Y Y and
Joe, maybe this would be a good time to give members of the Council and the
audience our official District #112 School Publication that has some questions
and answers and the tax impacts printed inside. An average home in District
$112 is valued at approximately $104,000.00. So I'll just refer you to the
' $100,000.00 market value figure on the middle of this table. The annual tax
impact is expected to be $148.00 with an approximate monthly tax impact of
$12.33. You can see for a $50,000.00 home it's just under $5.00 a month. For a
$150,000.00 home, it's approximately $22.00 a month and those figures are inside
' on the left page. Page 2. Some of you may be interested in the tax impact on
commercial and industrial property. Here's some cost figures for properties
ranging from $100,000.00 to $2 million. And here we have just the annual tax
1 impacts. They range from $350.00 all the way up to about $10,000.00. I also
have a slide showing the agricultural property tax impact. Here we show
properties at price points in market values of $100,000.00 up to approximately a
million. Those are the costs for a package that we believe would serve all
' learners in District #112 extremely well and with that I thank you for your time
and would like to answer any questions you might have at this time, if that's
appropriate Mr. Mayor.
' Ma >or chmiel: Thank you. Yes, it would be. Does anyone have any specific
questions in relationship to some of the things that she brought up?
' c: r.cilrar Mes.:on: I have some comments but no questions so I'll wait.
t Chriel: Okay.
' Ai v_'ingFlhutz: Are those figures on homestead property or are they only
dea-i' u.ith non - homestead properties?
' I-. Eris tror: They're on homestead property. On the agricultural figures
I'r nc' sure. I would have to check on that. I believe it's homestead but I
wo It have to check on that to be sure. On the residential taxes it is
' hcr*e_tea''.
I guess if there are no other discussions at this time or
1 c
D-. Susa' F:ec:y'rorr: Joe would like an opportunity to just comment for a moment
' c- thank you for your time and attention and your support. See you on
Joe Eetz: As one of the Co- Chairs for the referendum campaign, I'd just like to
say that it's an extremely important thing for all of us here and for all of our
kids. As someone who's been in Chanhassen for many years and around quite a
lone time, we have seen many, many changes take place. This is just another one
that's come along. It's our responsibility as citizens of this community to
' provide appropriate and adequate facilities to give our kids the education that
they need. Along with that I'd like to bring your attention to two statements
that are actually in this document we handed out. On the back page is the
' question that said, did the State approve the plans that the District sent for
review and comment? The answer is yes. The Commission of Education, Gene
Mamme' ;. ha. approved the District's plans with the following statement. "Based
9
City Council Meeting - March 8, 1993
1
SCHOOL/RECREATION ACQUISITION, HIGHWAY 5 AND GALPIN BOULEVARD.
Public Present:
Name Address
II Dennis Dirlam Highway 5 Partnership
1 Councilman Senn: I asked this to be tabled I guess. Since then I've met with
Don and with staff and stuff. One of my primary concerns I guess last meeting
when this came up was kind of being the last item on the agenda, it was booked
as an Administrative Presentation and here we were jumping into a situation
where the Council was being asked to take an action to approve the acquisition.
I was real uncomfortable with it at that point and because I didn't have a lot
of the background and the history on it and so, since then I've met with staff
' a m I think have gotten that. Even with the background and history and
everytFing else I'm still real uncomfortable with it I guess is what it comes
down to.
rkr:El: Let me try to maybe make you feel a little more comfortable. I
think we it the past, we've looked at this in the past 4 years as a proposed
site. I thick what I would really like to see is that maybe we could go through
what I wc21d call a concept approval and probably have Don also discuss this
,,:�.;• '`,c _ : c,l District regarding their purchase. In addition, also to
finalize ard p'rsue the agreement with the owner. I don't know, how long would
re:._'_ take?
„shw - '.h: I feel that I could be back in front of you within, I think 2
• r:: Lc _st • etching it but I would say within 30 days and have a written
' co ° "_tme-t {-rr, the School District as to their agreement to repurchase this
P _ ',, a' least 2C acres of this site back from the city upon successful
:{ the referendum by the School District. I think that they would also
to pa> interest on that... I'm led to believe that that's the form
cf t` agreement they have with Chaska, although as of tonight I do not haze a
cc;. of that agreement. Getting the signature of the owner, I think if they had
• c1e,r indication this evening that the Council would be approving that subject
sr"'irc tFis agreement signed with the School District, I'm sure that I could
cCr•ature within that same timeframe.
' Co, - -ilra- c -2nr;: Don, I guess I'd really like to see one more step added in the
mir'c'•lE there. The step I guess I'd really like to see added is that I'd like to
• really, this issue has I think fairly significant impact on the city if,
' let's say for no other reason economically or potentially economically. That's,
the economics of this deal has never really been put out on the table and I'd
real] like to see a public hearing scheduled to do that, and I know there were
a lot of public hearings 4 years ago or whatever over this issue but the issue
' at th:.t time was land use. It was not the deal we have here, and you know this
is a fairly significant deal with fairly significant ramifications, especially
de,ending on the outcome of the referendum. I've got a lot of numbers here
I/ since I met with staff that I'd be happy to share with you but maybe that's not
necessary but I'd feel a lot more comfortable if we could schedule a public
hearing and put the economics as well as the full deal so to speak out on the
ta!1E and then act on it after we've had an opportunity to get public input.
41
City Council Meeting - March 8, 1993
Mayor C We would get to know exactly what the I believe the School
District would feel.
1 Councilman Senn: We don't even have an agreement.
1 Dui Ashworth: I'd have a written signature back from the School District. We
would also seek to have the seller sign the document and have that in front of
you. I'm sure that the owner would like to take and see that occur for a
meeting 2 weeks from today. But that just can't happen because if I send in the
' notice to the newspaper, the first it would have it would be Friday which would
be for publication for the following week which would then come out on Thursday
which would be giving like 2 or 3 days notice in advance of that meeting. So
really the first time we could do this is April 12th.
Councilman Mason: So what's the purpose of the public informational meeting?
Mauer Chmiel: Just I think to make everybody aware as to what it is and what
we're looking at and put all our cards on the table.
' Cou77il n Mason: So okay. Because this is a major deal here, what we're
loc■in:; at right now, what I'm looking at is voting for or against conceptual
aF,7 to purchase like Richard said, based on a signed agreement from
=_'ld the people that own the land?
Those are two stipulations.
1 CL. _ilr,_„ Mason: Those two stipulations.
EL:t before we act on it, I think Mr. Dirlam is here and maybe I'd
'c __:t hea- an opinion from him.
I'm Dennis Dirlam. Obviously we're not crazy about anothEr
' c'•_.L know. I'rr trying to be sympathetic, I an being sympathetic to your
E "E tco 1 guess if we have a conceptual idea, you know we're
c`"_ : a g.,c feEli.ng on where you're coming from now, I guess we'll certainly
w_' _ the April 12th meeting. I guess hopefully after that either it's,
Apri' 13th either we have something or we don't have something and I
c_c t'F.t'S where we're. We're just really up in the air right now and we
c: 1 t' ing people off.
"&,':r C : No, I think April 12th you'll have an answer. No more delays
that I can see.
Councilman Mason: Excuse me Mr. Mayor, but I'm assuming if District #112 is in
agreement with that.
Councilman Wing: It's done.
Dennis Dirlam: I guess the other, the legality thing where you're talking about
' something signed from us, again I'm not sure that.
Ac`, Typically what the Council has done is to have the commitment
back frog the owners as well. Typically has had that in a written format.
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