1. Doug Hansen Property
CITY OF
CHANHASSEN
690 City Center Drive, PO Box 147
Chanhassen, Minnesota 55317
Phone 612.937.1900
General FI1X 612.937.5739
Engineering Fax 612.937.9152
Public Safety h, 612.934.2524
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I,
MEMORANDUM
TO:
Mayor and City Council
FROM:
Todd Hoffman, Park and Recreation Director
DATE:
June 23, 1998
SUBJ:
Doug Hansen Property Acquisition
Mr. Hansen is still out of town. Hopefully, by Monday I will have an update for
the council.
The City of Chanhassen. A growing community with dean lakes, quality schools, a charming downtown, thriving businesses, and beautiful parle;. A great place to live, work, and pia}
?c'
,
CITY OF
CHANHASSEN
MEMORANDUM
TO: Mayor and City Council
Todd Hoffman, Park & Recreation Director
690 City Center Drive, POBox 147 FROM:
ChallhasseJ1, Minnesota 55317
Phone 612.937.1900 DATE:
General Fax 612.937.5739
Ellginmillg Fax 612.937.9152
Pllbli( Safety Fax 612.934.2524
Wí,f¡ 1I'/Uu',ci.ch,llIhm,f/'ll,IIlIl.IIS
.
June 26, 1998
SUBJ:
Doug Hansen Real Estate Purchase Agreement
(Note: I was on vacation for most of this week and apologize that this item was
not included in your regular packet distribution on Wednesday.]
Please find attached the proposed Real Estate Purchase Agreement with Doug
Hansen. The purchase price of the property shall be in the amount of $3 .25 per
square foot. The full purchase price of$388,375 shall be paid at the date of
closing. This agreement has been worked on over the past six to nine months
with Doug and Bev Hansen, who currently reside in Spicer, Minnesota.
It is my belief that the Hansen's are amenable to this agreement; however, Doug
would like to speak with the city council regarding issues pertaining to the
development of the remaining parcel of land he would retain. Staff has made it
clear that the purchase of the 2.75 acres ofland is a transaction separate from the
development of the remaining parcel. Mr. Hansen is aware that he would have to
meet existing zoning requirements on the apartment that he proposes to build. His
primary concern is the establishment of a lot boundary line (new development)
and its affect on his existing apartment.
This proposed transaction is a very important event for the future of the city. I
look forward to discussing it with the city council on Monday night.
g: \park\th\hansenpurchaseagrce.doc
The City ofChanhassen. A growing communiry' with dean lakes, quality srhools, a channing downtown, thriving businesses, and beautiful parle;. A great place to live, work, and pia}
"
,
REAL ESTATE PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") made and entered into this day
of
, 1998, by and between the CITY OF CHANHASSEN, a
Minnesota municipal corporation, with offices at 690 Coulter Drive, Chanhassen,
Minnesota 55317 (referred to herein as the "Buyer"), and DOUGLAS HANSEN, of
11969 Shore Drive, Spicer, Minnesota 556288, (referred to herein as the "Seller").
WITNESSETH THAT,
WHEREAS, Buyer has advised Seller that Buyer wishes to acquire the Subject
Property, as hereinafter defined; and
WHEREAS, The Land included in the Subject Property is part of a larger tract
of Land ("Larger Tract") owned by Seller and legally described on Exhibit B attached,
and Seller will retain title to and ownership of the remainder of said larger tract and
the apartment building located on the thereon (the "Remainder Tract"); 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
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"Subject Property"):
1.1. I) The land in Carver County, Chanhassen, Minnesota, legally
described on Exhibit "A" attached hereto and incorporated herein, together with
all right, title, and interest in and to any roads, rights of access, or alleys
adjoining or servicing such land, rights-of-way, or easements appurtenant
thereto.
1.1.2) Any improvements and fixtures located on the Land as of the
date of Closing;
1.1.3) All rents, leases, contract rights, causes of action, permits,
licenses, and other rights relating to the Subject Property.
SECTION 2.
PURCHASE PRICE
2.1) The purchase price for the Subject Property (the "Purchase Price") shall
be in a dollar amount equal to Three Dollars and 25/100ths ($3.25) per square foot
and shall be payable by Buyer to Seller as follows:
2.1.1) The full Purchase Price of Three Hundred Eighty Eight Thousand
and Three Hundred Seventy Five Dollars ($388,375.00) by check on the date of
Closing.
SECTION 3.
TITLE MATIERS
3.1) Seller shall furnish to Buyer 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 a Title Insurance Company acceptable to
Buyer ("Title") in the amount of the Purchase Price, committing to insure that Buyer
will have good and marketable title to the Subject Property, except matters to which
Buyer may consent in writing.
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3.2) In the event any exceptions are listed in the Commitment for title
insurance, the Seller shall promptly cause the exception to be removed. 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.
3.3) Buyer and Seiler acknowledge that the Subject Property is currently part
of the Larger Tract owned by Seller and separately identified as a single parcel for tax
purposes. The parties further acknowledge that prior to closing, and as a condition to
their respective obligations under this Agreement, approval of the division (including,
without limitation, a division for real estate tax and assessment purposes) of the
Larger Tract into the Subject Property, as one parcel, and the Remainder Tract, as the
other, will be necessary. The division approval is obtained by complying with the
subdivision ordinance of the City of Chanhassen. Buyer agrees, prior to Closing, to
process such subdivision application and tax division through the prescribed process in
an expeditious manner.
SECTION 4.
CLOSING
" ,"
4.1) The closing (the "Closing") shall be at a location designated by Buyer,
and shall occur on a date thirty (30) days after Buyer's contingencies have been
satisfied or July 15, 1998, whichever date is later ("Closing Date").
4.2) On the Closing Date, Seller shall deliver to Buyer possession of the
Subject Property free of any and all debris, and all personalty not included in the sale
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of the Subject Property. Prior to the Closing, Seller may remove any and all trees
located on the Subject Property, provided that Seller return the Subject Property to its
original condition (without trees) following removal of the trees.
4.3) On the Closing Date, Seller shall execute and deliver or otherwise provide to
Buyer:
4.3.1) A duly executed warranty deed, subject only to the exceptions
consented to by Buyer;
4.3.2) A customary affidavit that there are no unsatisfied judgments of
record, no actions pending in any state or federal courts, no tax liens, and no
bankruptcy proceeding filed against Seller, and no labor 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) An updated abstract of title certified to the date of closing; and
4.3.4) A certificate on a form acceptable to Seller that all of the
covenants, representations and warranties of Seller as set forth in Section 5 are
true and correct as of the Closing Date.
4.4) Seller shall pay at Closing all 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, including Green
Acres deferred taxes. Seller shall pay at closing the remaining balance on all levied
and pending special assessments owing against the Subject Property. Seller and Buyer
shall prorate to the date of Closing all the general real estate taxes levied against the
Subject Property due and payable in the year of Closing based on the percent of taxes
attributable to the value of the land only. Seller shall be responsible for all taxes
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based on the value of the apartment building. In addition to prorating payment of the
taxes based on the Closing Date, the prorated taxes payable herein shall be determined
on a proportionate square footage basis, based on a proportionate basis of the Subject
Property to the total square footage of the tax parcel in which the Subject Property is
located. An example of the foregoing calculations is as follows:
Assessed value = Land $200,000 (20%)
Building $800.000 (80%)
Total = $1,000,000 (100%)
Total Square Footage of Larger Tract = 500,000 square feet
Total Square Footage of Subject Property = 200,000 square feet
Percentage of property sold = 40%
1998 base taxes = $100,000
$100,000 x 20% (percent of taxes attributable to land) = $20,000
$20,000 x 40% (percent of land being sold) = $8,000
$8,000 x y/365 = Buyer's portion of taxes
4.5) Seller shall pay on or before Closing:
4.5.1) state deed tax;
4.5.2) all costs of updating the abstract of title and all costs associated
with obtaining a title insurance commitment, including name searches, tax
searches, bankruptcy searches, and property inspection fees;
. .
4.5.3) recording fees for corrective instruments required to remove
encumbrances and place marketable title in Buyer's name; and
4.5.4) one-half of the Closing fee charged by a title company, if any.
4.6) Buyer shall pay at Closing:
4.6.1) all recording fees and charges relating to the filing of the deed;
4.6.2) title insurance premiums; and
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4.6.3) one-half of the Closing fee charged by a title company, if any.
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 or
arising out of the occupancy of 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;
time:
iii)
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5.1.3) To the best knowledge of Seller, no entity or person has, at any
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
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 Enviromnental Response and Liability Act, 42
6
U.S.C. Sec. 9601 et seq., as amended ("CERCLA") and any state
environmental laws.
5.1.4) To the best knowledge of Seller, no person or entity, has, at any
time, ever 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 "C". 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; and
5.2) The covenants, representations, and warranties contained in Section 5
shall be deemcd to bencfit 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 of the Closing Date, and shall be a condition precedent to the
performance of Buyer's obligations hereunder. If Buyer discovers that any such
covenant, representation, or warranty is not true, Buyer may elect prior to closing, in
addition to any of its other rights and remedies, to cancel this Agreement, or Buyer
may postpone the Closing Date up to ninety (90) days to allow time for correction.
SECTION 6.
ENVIRONMENTAL/SOIL INVESTIGATION AND TESTING
6.1) Buyer and its agents shall have the right, at the sole option of Buyer, to
enter upon the Subject Property without charge and at all reasonable times from the
date of the execution of this Agreement, to perform such environmental investigation
and soil tests as Buyer may reasonably deem appropriate. If Buyer investigates and
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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, at its own expense, repair and restore
any damage to the Subject Property caused by Buyer's investigation and testing, and
shall return the Subject Property to substantially the same condition as existed prior to
such entry.
SECTION 7.
CONTINGENCIES
7. I) 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, and Seller shall have delivered to Buyer at Closing a certificate dated the
Closing Date, signed by Seller, certifying that such representations and warranties are
true as of 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 of the environmental/soil
investigations and tests of the Subject Property.
With the exception of the contingency set forth in Section 7.1.1, if any of the
remaining contingencies have not been satisfied by at least seven days before the
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Closing Date, the Buyer may, at Buyer's option, terminate this Agreement by giving
written notice to Seller. 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 the contingencies
by giving written notice to Seller.
SECTION 8.
MISCELLANEOUS
8.1) The covenants, warranties and representations made by Seller shall
survive the Closing of this transaction.
8.2) Seller hereby indemnifies 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 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.
8.4) Time shall be of the essence in this Agreement. If any date or time
prescribed by this Agreement falls on a Saturday, Sunday or holiday, such date or
time shall automatically be extended to the next normal business day.
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8.5) 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.
8.6) 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 or modified except by a written agreement signed
by Seller and Buyer.
8.7) If Buyer defaults under any of the terms hereof, Seller shall have the right
to pursue any remedies available to Seller at law or in equity, including without
limitation, specific performance, damages (including reasonable attorney's fees), and
to the cancellation of this Agreement.
8.8) 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, then Buyer shall have the right to pursue any remedies that are
available to Buyer at law or in equity, including without limitation, specific
performance and damages (including attorney's fees), and to the cancellation of this
Agreement.
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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 arising out of a breach of this
Agreement shall not be deemed a waiver of any right with respect to any subsequent
or different breach, or the continuance of any existing breach.
8.11) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, personal representatives, successors and
assigns .
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
BUYER:
SELLER:
CITY OF CHANHASSEN
~ ,...
By:
Nancy K. Mancino, Mayor
Douglas Hansen
By:
Don Ashworth
City Manager/Clerk
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~¡ji
STATE OF MINNESOTA)
) ss.
COUNTY OF CARVER)
The foregoing instrument was acknowledged before me this day of
, 1998, by Nancy K. Mancino 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
, 1998, by Douglas Hansen.
day of
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
CAMPBELL KNUTSON
Profflssional Association
317 Eagandale Office Center
1380 Corporate Center Curve
Eagan, MN 55121
Telephone: (612) 452-5000
AMP
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12
EXlDBIT "A"
to
REAL ESTATE PURCHASE AGREEMENT
" .
Le!!al Description of the Subiect Pronertv
That part of Outlot B, SARATOGA 1st ADDITION, according to said plat on file and
of record in the office of the County Recorder, Carver County, Minnesota described
as beginning at the Southwest comer of said Outlot B; thence North 00 degrees 20
minutes 03 seconds East, on an assumed bearing along the West line of said Outlot B,
398.35 feet to the Northwest corner of said Outlot B; thence South 89 degrees 39
minutes 57 seconds East, along the North line of said outlot B, 262.87 feet; thence
South 00 degrees 20 minutes 03 seconds West 252.00 feet; thence South 53 degrees
31 minutes 23 seconds East 254.65 feet to the South line of said Outlot B; thence
north 89 degrees 11 minutes 28 seconds West, along said South line, 468.53 feet to
the point of beginning.
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"
EXlHBIT liB"
to
REAL ESTATE PURCHASE AGREEMENT
Lel!al Descriotion of the Lar~er Tract
Outlot B, SARATOGA 1st ADDITION, according to said plat on file and of record in
the office of the County Recorder, Carver County, Minnesota.
,
~ ,.'.
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14
EXIDBIT "C"
.- .
A TT ACH - EXH D - WELL DISCLOSURE
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;s: