1g. P. Agreement Plowshares DevMEMORANDUM
CITYOF
CHANHASSEN
~'7//0 Mar~<d B,aulevard
PO Box 147
ChanhasseP MN 55{}1
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, i al'al l'assen r ~n LdS
TO:
Todd Gerhardt, City Manager
FROM:
DATE:
RE:
Justin Miller, Assistant to the City Manager
May 12, 2004
Purchase Agreement with Plowshares Development, LLC
BACKGROUND
On April 26, 2004, the City Council gave preliminary plat approval to Plowshares
Development, LLC for 16 units on the McAllister property. Part of this approval
included a condition that the developer acquire a portion of City-owned property.
Staff and Plowshares Development, LLC have negotiated a purchase agreement
for this property which both parties feel is fair and appropriate.
The land involved is 14,697 square feet of Outlot G, Arboretum Village. This
land was part of an open space extraction during the Pulte Homes Arboretum
Village development. The entire outlot is 36.5 acres, or 1,589,940 square feet.
The purpose of this land was to serve as a buffer between the Arboretum Village
development and homes to the north. This section of Outlot G is immediately
south of the McAllister property, and is adjacent to West 78th Street. The land
being sold is not integral to the purpose of the outlot, and was only included in the
original outlot to accommodate moving W. 78th Street from its proposed location
a few feet to the south.
Since this site is being developed, there is no logical reason for the City to
continue to own the property. It will be included as part of the final plat for the
Plowshares development, and will add taxable value to the project. The price was
agreed upon after considering the size, location, and un-buildable nature of the
property.
The important points of the purchase agreement are: · Purchase price is $14,697.40 ($1.00/square foot)
· Closing shall occur on or before June 30, 2004
RECOMMENDATION
Staff recommends that the City Council approve the attached purchase agreement
with Plowshares Development, LLC for $14,697.40 and direct the Mayor and
City Manager to sign and execute any necessary documents. Since this action
involves the disposition of City owned property, two-thirds (four votes) is needed
for approval noting that this action has no relationship to the City of Chanhassen
Comprehensive Plan.
The City of Chanhassen · A gro~,~ing commLmib' with clean lakes, quality schools a charming downtown thriving businesses 'winding trails, and beautilul parks A great place lo live work and piat,
Location Map
Park
Parcel to be sold
Outlot G
Arboretum Village
State Hwy 5 Arboretum Bouleva
VACANT LAND PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on the t ~ -day of May, 2004, by and between the City of
Chanhassen, a Minnesota municipal corporation, of [seller's address] 7700 Market Boulevard, PO Box 147,
Chanhassen, MN 55317, SELLER, and Plowshares Development, LLC, a Minnesota limited liability company,
of [buyer's address] 1851 Lake Drive West, Suite 550, Chanhassen, MN 55317, BUYER.
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell real property legally described
as
See attached Exhibit "A"
[Property Tax Identification Number or Tax Parcel Number 25-0611030]
located in the City of Chanhassen, County of Carver, State of Minnesota.
3. PRICE AND TER~S. The price for the real and personal property included in this sale is Fourteen
Thousand Six Hundred Ninety-seven and 40/100 Dollars ($14,697.40), which Buyer shall pay in cash on or
before June 30, 2004, the DATE OF CLOSING.
4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a General
Warranty Deed, conveyin~ good and marketable title of record, subject to:
A. Building and zoning laws, ordinances, state and federal regulations;
B. Exceptions to title which constitute encumbrances, restrictions, or easements which have been
disclosed to Buyer and accepted by Buyer in this Purchase Agreement (must be specified in
writing. ): None.
5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Seller represents to Buyer that the property is
currently exempt from the payment of rea[ estate taxes. Seller represents that there are no installments of
special assessments, either certified, levied or pending. If Seller's representations are inaccurate, then:
(a) real estate taxes due and payable in and for the year of closing shall be prorated between
Seller and Buyer on a calendar year basis to the actual Date of Closing;
(b) Seller shall pay all installments of special assessments certified for payment with the real
estate taxes due and payable in the year of closing;
(c) Seller shall pay on date of closing ali other special assessments levied as of the date of this
Purchase Agreement;
(d) Seller shall provide for payment of special assessments pendin8 as of the date of this
Purchase Agreement for improvements that have been ordered by the City Council or other governmental
assessing authorities. (Seller's provision for payment shall be by payment into escrow of 1~/2 times the
estimated amount of the assessments.) As of the date of this Purchase Agreement, Seller represents that
Seller has not received a Notice of Hearing of a new public improvement project from any governmental
assessing authority, the costs of which project may be assessed against the property. If a special
assessment becomes pending after the date of this Purchase Agreement and before the Date of Closing,
Buyer may, at Buyer's option:
A. Assume payment of the pending special assessment without adjustment to the purchase price of
the property; or,
B. Require Seller to pay the pending special assessment (or escrow for payment of same as provided
Page 1 of 6
above) and Buyer shall pay a commensurate increase in the purchase price of the property, which
increase shall be the same as the estimated amount of the assessment; or,
Declare this Purchase Agreement null and void by notice to Seller, and earnest money shall be
refunded to Buyer.
SELLER SHALL PAY ON DATE OF CLOSING any deferred rea[ estate taxes (includin~ "Green Acres" taxes under
MINN. STAT. §273.111 ) or special assessments payment of which is required as a result of the closing of this
sale.
Buyer shatl pay real estate taxes due and payable in the year following dosing and thereafter and any
unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise
provided herein. Setter makes no representation concerning the amount of future rear estate taxes or of
future speciat assessments.
6. DAMAGES TO REAL PROPERTY. If the real property is substantiat[y damaged prior to dosing, this
Purchase Agreement shall terminate and the earnest money shat[ be refunded to Buyer. If the real property
is damaged materially but less than substantiatty prior to closing, Buyer may rescind this Purchase
A~reement by notice to Setter within twenty-one (21) days after Seller notifies Buyer of such damage,
during which 21-day period Buyer may inspect the rear property, and in the event of such rescission, the
earnest money shatt be refunded to Buyer.
7. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN WARRANTIES. Seller warrants that
buildings on adjoining rear property, if any, are entirely outside of the boundary lines of the property.
Seller warrants that there is a right of access to the real property from a public right of way. Setter
warrants that there has been no labor or material furnished to the property for which payment has not been
made. Seller warrants that there are no present violations of any restrictions relating to the use or
improvement of the property. These warranties shall survive the delivery of the Deed or Contract for Deed.
8. ACCESS PRIOR TO CLOSING. By this Purchase Agreement, Buyer does not acquire any right of
possession of the property nor does Buyer acquire any right of entry, ticense, or easement. Setler hereby
permits Buyer and/or Buyer's a~ents, surveyors, engineers, and site evatuators to enter the property for
testing, measuring, and evaluating purposes provided that the following conditions are met: A. There shat[ be no crop or tree damage.
B. There shalt be no excavating or earth-movin~ and no tree removal.
Buyer shall indemnify and hold Seller harmless from any and all liens, claims, liabilities or charges incurred
or caused by Buyer's contracts with surveyors, engineers, and site evaluators, which indemnity shall include
any lawyer's fees, costs or disbursements incurred by Seller in any defense thereof.
9. POSSESSION. Seller shall deliver possession of the property not later than the actual date of closing.
10. TITLE INSURANCE BY SELLER. To demonstrate that seller's title is insurable and subject onty to those
matters disclosed at Paragraph 4., within a reasonable time after acceptance of this Purchase Agreement,
Set[er shall furnish Buyer with a Commitment for Title Insurance inctuding proper searches covering
bankruptcies and state and federat judgments, federat court judgment liens in favor of the U.S., liens, and
[evied and pending special assessments. Buyer shat[ have ten (10) business days after receipt of the
Commitment for Titte Insurance to provide Seller with a copy of the commitment and written objections.
Buyer shall be deemed to have waived any title objections not made within the ten (10) day period above,
except that this shat[ not operate as a waiver of Setler's covenant to deliver a statutory Warranty Deed,
un[ess a Warranty Deed is not specified above. If Buyer obtains title insurance, Buyer is not waivin~ the
d~ht to obtain a good and marketable title of record from Seller.
Page 2 of 6
11. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title
objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10)
business days, notify Buyer of Seller's intention to make title marketable within the 120 day period. Liens
or encumbrances for liquidated amounts which can be re[eased by payment or escrow from proceeds of
dosing shall not de[ay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt.
Pending correction of title, all payments required herein and the closing shall be postponed.
A. If notice is given and Seller makes title marketable, then upon presentation to Buyer and proposed
lender of documentation establishing that title has been made marketable, and if not objected to in
the same time and manner as the original title objections, the dosing shall take place within ten (10)
business days or on the scheduled dosing date, whichever is Later.
B. If notice is given and Seller proceeds in good faith to make title marketable but the 120 days period
expires without title being made marketable, Buyer may declare this Purchase Agreement null and
void by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest
money shall be refunded to Buyer.
C. If SeLler does not give notice of intention to make title marketable, or if notice is given but the 120
day period expires without title being made marketable due to Seller's failure to proceed in good faith,
Buyer may seek, as permitted by [aw, any one or more of the following:
1. Proceed to dosing without waiver or merger in the Deed of the objections to title and without
waiver of any remedies, and may:
(a) Seek damages, costs, and reasonable lawyer's fees from Seller as permitted by [aw
(damages under this subparagraph (a) shall be limited to the cost of curing objections to tit[e,
and consequential damages are excluded); or,
(b) Undertake proceedings to correct the objections to tit[e;
2. Rescission of this Purchase Agreement by notice as provided herein, in which case the Purchase
Agreement shall be null and void and all earnest money paid shat[ be refunded to Buyer;
3. Damages from Seller including costs and reasonable Lawyer's fees, as permitted by [aw;
4. Specific performance within six months after such right of action arises.
D. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the
agreements herein, Seller may elect either of the following options, as permitted by law:
1. Cancel this contract as provided by statute and retain all payments made hereunder as liquidated
damages. The parties acknowledge their intention that any note given pursuant to this contract is
a down payment note, and may be presented for payment notwithstanding cancellation;
2. Seek specific performance within six months after such right of action arises, including costs and
reasonable lawyer's fees, as permitted by [aw.
E. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the
agreements herein, Buyer shall have the right to terminate this Purchase Agreement by notice as
provided herein, or to seek specific performance of this Purchase Agreement within 6 months after
such right of action arises, including costs and reasonable attorneys' fees, as permitted by [aw.
12. NOTICES. AlL notices required herein shall be in writing and delivered personally or mailed to the
address as shown at Paragraph 1., above and if mai[ed, are effective as of the date of mailing.
13. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota.
Page 3 of 6 ~'~ ~,.?~.
14. WELL DISCLOSURE. [Check one of the following: ]
~, Seller certifies that Seller does not know of any welts on the property.
__ Wells on the property are disclosed by Seller on the attached Well Disclosure form.
15. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of the following: ]
)L Seller certifies that Seller does not know of any individual on-site sewage treatment systems on
the property.
__ Individual on-site sewage treatment systems on the property are disclosed by Seller on the
attached Disclosure form.
16. SELLER'S AFFIDAVIT. At closing, Seller shall supplement the warranties and representations in this
Purchase Agreement by executing and delivering a Minnesota Uniform Conveyancing Blank [Form No. 116-M,
117-M, or 118-MI Affidavit of Seller.
17. CLOSING. Closing shall be at the office of Buyer's title insurer, or at some other mutually agreeable
location.
At dosing, Seller and Buyer shall disclose their Social Security Numbers or Federal Tax Identification
Numbers for the purposes of completing state and federal tax forms.
18. ADDITIONAL TERMS.
A. The purchase price is calculated at $1.00/square foot.
Pursuant to Minn. Stat. § 462.356, subd. 2, by approving this Purchase Agreement by at least a
two-thirds vote, Seller's city council finds that the proposed conveyance of the property has no
relationship to the City of Chanhassen's comprehensive municipal plan.
Co
Seller knows of no hazardous substances or petroleum products having been placed, stored, or
released from or on the property by any person in violation of any law, nor of any underground
storage tanks having been located on the property at any time.
19. ADDENDA. Attached are ~ addenda which are made a part of this Purchase Agreement.
20. TIME IS OF THE ESSENCE. Time is of the essence for alt provisions of this Purchase Agreement.
21. MULTIPLE ORIGINALS. Seller and Buyer have signed [number]
Purchase Agreement.
originals of this
THIS IS A LEGALLY BINDING CONTRACT. BEFORE SIGNING, CONSULT A LAWYER. Minnesota law permits
licensed real estate brokers and sales agents to prepare purchase agreements. No recommendation or
representation may be made by any real estate broker or sales agent as to the legal sufficiency, the legal
effect, or the tax consequences of this contract. These are questions for your lawyer.
[remainder of page intentionatly left blank]
Page 4 of 6 ~?.~\, ,o&
I agree to sell the property for the price and
terms and conditions set forth above.
Dated: ,7004
SELLER:
CITY OF CHANHASSEN
By:.
And:
I agree to purchase the property for the price
and terms and conditions set forth above.
Dated: l~x~ Il ,2004
BUYER:
PLOWSHARES DEVELOPMENT, LLC
And:
940540.1
Page 5 of 6
EXHIBIT "A"
That part of Outlot G, ARBORETUM VILLAGE, according to the
recorded plat thereof, Carver County, Minnesota, described as
follows:
Beginning at the northeast corner of Outlot J, said ARBORETUM
VILLAGE; thence South 01 degrees 06 minutes 34 seconds East,
assumed bearing, along the east line of said Outlot J, a distance
of 30.75 feet, to the northerly right-of-way line of West 78th
Street, as dedicated on said ARBORETUM VILLAGE; thence South 84
degrees 49 minutes 58 seconds East, along said northerly right-
of-way line of West 78th Street, a distance of 154.34 feet;
thence southeasterly, along said northerly right-of-way line of
West 78th Street and along a tangential curve, concave to the
southwest, having a central angle of 12 degrees 28 minutes 29
seconds, a radius of 559.00 feet and an arc distance of 121.71
feet to the northwesterly right-of-way line of Century Trail, as
dedicated in ARBORETUM VILLAGE 2ND ADDITION, according to the
recorded plat thereof, said Carver County; thence North 27
degrees 50 minutes 58 seconds East, not tangent to said curve,
and along said northwesterly right-of-way line of Century Trail,
a distance of 33.03 feet; thence northeasterly, along said
northwesterly right-of-way line of Century Trail and along a
tangential curve, concave to the southeast, having a central
angle of 26 degrees 12 minutes 30 seconds, a radius of 114.00
feet and an arc distance of 52.15 feet; thence North 01 degrees
06 minutes 34 seconds West, not tangent to said curve, a distance
of 6.67 feet to the easterly extension of the northerly line of
said Outlot J; thence South 88 degrees 53 minutes 26 seconds
West, along said easterly extension of the northerly line of
Outlot J, a distance of 322.62 feet to the point of beginning.
(Area = 14,697.40 Square Feet or 0.337 Acres)
Page 6 of 6