D-4. RBSC Chanhassen LLC Purchase Agreement ExtensionCITY OF
CAANHA3SEN
7700 Market Boulevard
PC Box 147
Chanhassen, MN 55317
Administration
Phone: 952.227.1100
Fax: 952.227.1110
Building Inspections
Phone: 952.227.1180
Fax: 952.227.1190
Engineering
Phone: 952.227.1160
Fax: 952.227.1170
Finance
Phone: 952.227.1140
Fax: 952.227.1110
Park & Recreation
Phone: 952.227,1120
Fax: 952.227.1110
Recreation Center
2310 Coulter Boulevard
Phone: 952.227.1400
Fax: 952.227.1404
Planning &
Natural Resources
Phone: 952.227.1130
Fax: 952.227.1110
Public Works
7901 Park Place
Phone: 952.227.1300
Fax: 952.227.1310
Senior Center
Phone: 952.227.1125
Fax: 952.227.1110
Website
wwwoi.chanhassen mn.us
MEMORANDUM
TO: Todd Gerhardt, City Manager
FROM: Kate Aanenson, Community Development Director
DATE: August 10, 2015 &-*51�
SUBJ: Approve Extension to Purchase Agreement with RBSC Chanhassen,
LLC for Redevelopment of Lot 2, Block 1, Gateway East 2nd Addition
PROPOSED MOTION:
"The Chanhassen City Council approves the Amendment to the Vacant Land
Purchase Agreement with RBSC Chanhassen, LLC for the redevelopment of
Lot 2, Block 1, Gateway East 2nd Addition which extends the contingency for
environmental review to September 30, 2015 and the closing deadline to
December 18, 2015.
Approval requires a simple majority vote of the city council.
BACKGROUND
On April 13, 2015, the city council approved the attached Vacant Land Purchase
Agreement with RBSC Chanhassen LLC for the redevelopment of Lot 2, Block 1,
Gateway East 2nd Addition (Red -E -Mix site east of the water treatment plant). The
purchase agreement included a closing deadline of August 15, 2015. Since that time,
it was determined that the site has soil contamination (petroleum) and the applicant
has proceeded with a Phase II environmental assessment. This has delayed the
project and consequently the applicant is requesting that the city extend the
contingency for environmental review to September 30, 2015 and the closing date
deadline to December 18, 2015.
RECOMMENDATION
Staff recommends approval of the attached Amendment to Vacant Land Purchase
Agreement extending the closing date to December 18, 2015.
ATTACHMENTS
Amendment to Vacant Land Purchase Agreement
Original Vacant Land Purchase Agreement Approved on April 13, 2015
Staff Report dated April 13, 2015
g:\plan\2015 planning cases\gateway east 2nd addition lot 2 blk 1\purchase agreement\cc report 8-10-15 closing deadline
extension.doex
Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow
AMENDMENT TO VACANT LAND
PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is dated as of
August , 2015, between CITY OF CHANHASSEN, a Minnesota municipal corporation
("Seller"), and RBSC CHANHASSE, LLC, a Minnesota limited liability company, ("Buyer").
IN CONSIDERATION of the mutual covenants and agreements herein, the Vacant Land
Purchase Agreement between Buyer and Seller effective April 21, 2015 ("Agreement"), is hereby
amended as follows:
1. Amendment to Paragraph 16. Paragraph 16 of the Agreement is hereby amended to
read as follows:
16. CLOSING. The Closing Date of this transaction shall take place no later
than December 18, 2015, (the "Closing" or "Closing Date"). The Closing Date may be
accelerated by mutual agreement of the parties if all contingencies contained herein are
satisfied prior to conclusion of the Contingency Period. At closing, Seller and Buyer shall
deliver to one another the instruments specified herein. The closing shall be at a location
designated by Seller. Unless otherwise agreed by the parties in writing, in the event that
any of the contingencies provided for in this Agreement are not satisfied prior to the Date
of Closing, this Agreement shall be null and void and of no further force and effect. At
closing, Seller and Buyer shall disclose their Social Security Numbers or Federal Tax
Identification Numbers for the purposes of completing state and federal tax forms.
2. Amendment to Paragraph 19.A. The last paragraph of Paragraph 19A is amended
to read as follows:
The "Contingency Date" shall be 60 days after the Effective Date of the Agreement, except
that the Contingency Date for Paragraph 19A(1) shall be September 30, 2015. If any of the
foregoing contingencies have not been satisfied in Buyer's sole discretion on or before the
applicable Contingency Date or on or before Closing as described in the contingencies
above, or waived by Buyer, then this Agreement may be terminated, at Buyer's option, by
written notice from Buyer to Seller at any time prior to the Contingency Date or the
Closing Date, as applicable to the individual contingency. Such notice of termination may
be given at any time on or before the Contingency Date or the Closing Date, as applicable
to the particular contingency. Upon such termination the Earnest Money shall be
immediately returned to Buyer and upon such return, neither party will have any further
rights or obligations regarding this Agreement or the Property. The contingencies set forth
in this section are for the sole and exclusive benefit of Buyer, and Buyer shall have the
right to waive the contingencies by giving notice to Seller.
1827a2v2 1
3. Counterparts. This Amendment may be executed in any number of counterparts or
by facsimile, each of which will be deemed to be an original, but all of which, when taken
together, constitute the same instrument.
4. Effect of Purchase Agreement. Except as provided herein, all terms and provisions
of the Purchase Agreement shall remain in full force and effect.
Seller and Buyer have executed this Amendment as of the date first written above.
[signature pages to follow]
182742v2 2
SELLER:
CITY OF CHANHASSEN
U -M
Denny Laufenburger, Mayor
Todd Gerhardt, City Manager
1a27a2v2 3
BUYER:
RBSC CHANHASSEN, LLC
1&2742v2 4
VACANT LAND
PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made by and between the CITY OF
CHANHASSEN, a Minnesota municipal corporation, located at 7700 Market Boulevard,
Chanhassen, Minnesota 55317 ("Seller"), and RBSC CHANHASSEN, LLC, a Minnesota
limited liability company, located 8925 Twin Lakes Crossing, Eden Prairie, MN 55347
("Buyer").
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell real
property located in the City of Chanhassen, County of Carver, State of Minnesota, as legally
described in Exhibit "A" attached hereto and incorporated herein, together with all rights,
easement and appurtenances pertaining thereto and all improvements, landscaping and foliage
thereon (referred to herein as the "Property").
3. PRICE AND TERMS. The price for the Property included in this sale is Five Hundred
Thousand and No/100 Dollars ($500,000.00) ("Purchase Price"), which Buyer shall pay as
follows:
(i) Five Thousand and no/100 ($5,000.00) Dollars earnest money in hand paid to
Seller, receipt whereof is hereby acknowledged, to be applied to the Purchase
Price at Closing; and
(ii) The balance of Four Hundred Ninety-five Thousand and No/100 Dollars
($495,000.00) in immediately available funds on the Date of Closing.
4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and
deliver a Limited Warranty Deed conveying marketable title of record, subject to:
A. Reservations of minerals or mineral rights by the State of Minnesota, if any;
B. Building and zoning laws, ordinances, state and federal regulations;
C. Applicable laws, regulations, zoning regulations and ordinances, whether federal,
state or local; and
D. The Declaration of Covenants, Conditions, and Restrictions identified under
Paragraph 19(B)(2).
E. Any other matters consented to by Buyer in writing or not timely objected to by
Buyer.
180018v6 1
5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS.
A. Prior Years' Delinquent Real Estate Taxes and Delinquent Special Assessments.
Delinquent real estate taxes payable in years prior to the year of Closing and
delinquent installments of special assessments certified for collection with real
estate taxes payable in years prior to the year of Closing, together with penalty,
interest and costs, shall be paid by Seller not later than the Date of Closing.
B. Real Estate Taxes Payable in the Year of Closing. Seller and Buyer shall prorate
all general real estate taxes due and payable on or pertaining to the Property in the
year in which the Date of Closing occurs on a per diem basis. If the Property is a
portion of one tax parcel, the prorated taxes payable herein shall be determined on
a proportionate square footage basis. Seller shall pay on or before the Date of
Closing all levied and pending special assessments associated with the Property as
of the date of this Agreement. Seller shall pay penalty, interest and costs on any
delinquent installment of taxes and special assessments payable in the year of
Closing.
C. Certified Special Assessments. All installments of special assessments certified
for payment with the real estate taxes payable on the Property in the year of
Closing shall be paid by Seller at Closing.
D. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all
other special assessments levied against the Property as of the date of this
Purchase Agreement.
6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN
WARRANTIES. Seller warrants that buildings on adjoining real property, if any, are entirely
outside of the boundary lines of the Property. Seller 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 Limited Warranty Deed.
7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's
authorized agents shall have the right during the period from the date of this Agreement to the
Date of Closing to enter in and upon the Property in order to make, at Buyer's expense, surveys,
measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees to restore
any resulting damage to the Property and to indemnify, hold harmless and defend Seller from
any and all claims by third persons of any nature whatsoever arising from Buyer's right of entry
hereunder, including all actions, proceedings, demands, assessments, costs, expenses and
attorneys' fees. Buyer shall not perform any invasive testing of the Property without Seller's
prior written consent. Seller's consent may be conditioned upon any reasonable restrictions that
Seller deems necessary. Buyer shall provide to Seller a copy of any such surveys,
measurements, soil tests or other tests within five (5) days after receipt.
]soolav6 2
8. POSSESSION. Seller shall deliver possession of the Property not later than the actual
Date of Closing.
9. TITLE INSURANCE BY SELLER. Seller shall, within twenty-one (21) days of the
date of this Agreement, furnish Buyer with a commitment for an Owner's Policy of Title
Insurance ("Commitment") in the full amount of the Purchase Price issued by Title, certified to
date to include proper searches covering bankruptcies, state and federal judgments and liens, by
which said company commits to issue its policy of title insurance that insures that at closing
Buyer shall have good, marketable and insurable title of record to the Property, free and clear of
all liens, encumbrances, leases, claims and charges (except any permitted encumbrances).
Buyer, at its cost, shall obtain an ALTA Survey of the Property within twenty-one (21)
days of receipt of the Commitment ("Survey").
Buyer shall be allowed thirty (30) days after the receipt of the Commitment and Survey
for examination of title and making any objections, which shall be made in writing or deemed
waived.
10. TITLE CORRECTIONS AND REMEDIES. If any title objection is made by Buyer,
Seller shall use its best efforts to make such title marketable within one hundred twenty (120)
days from its receipt of Buyer's written objection. Marketability of title shall be determined
according to Minnesota statues, Minnesota case law decisions, and the standards of Minnesota
title standards. Pending correction of title, the payments hereunder required shall be postponed,
but upon correction of title and within ten (10) days after written notice, Buyer shall perform as
provided in this Agreement. If said title is not marketable and is not made so within the time
provided for herein, Buyer may either:
(i) terminate this Purchase Agreement by giving written notice by registered mail to
Seller, in which event this Purchase Agreement shall become null and void and
neither party shall be liable for damages hereunder to the other party and the
Earnest Money shall be returned to Buyer; or
(ii) elect to accept title in its unmarketable condition by giving written notice by
registered mail to Seller, in which event the Limited Warranty Deed to be
delivered at Closing Date shall except such objections.
11. NOTICES. Any notices required or permitted to be given hereunder shall be in writing
and shall be effective (i) when delivered personally, (ii) when received by overnight courier
service or facsimile communications (provided that a copy of such notice is deposited in the
United States mail within one (1) business day of the facsimile transmission) or (iii) three (3)
days after being deposited in the United States Mail (sent certified or registered, return receipt
requested), in each case addressed as follows (or to such other address as the parties hereto may
designate in the manner set forth herein):
If to Buyer: RBSC Chanhassen, LLC
8925 Twin Lakes Crossing
Eden Prairie, MN 55347
ls0olav6 3
If to Seller: City of Chanhassen
7700 Market Boulevard
Chanhassen, Minnesota 55317
with a copy to: Campbell Knutson, P.A.
1380 corporate Center Curve, suite 317
Eagan, Minnesota 55121
Facsimile: 651-452-5550
Attn: Andrea McDowell Poehler
12. MINNESOTA LAW. This contract shall be governed by the laws of the State of
Minnesota.
13. WELL DISCLOSURE. [Check one of the following: ]
X Seller certifies that Seller does not know of any wells on the Property.
Wells on the Property are disclosed by Seller on the attached Well Disclosure form.
14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM.
[Check one of the following:]
X 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.
15. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES.
A. Seller as part of the consideration therefore, represents, warrants, and covenants
with Buyer and its successors and assigns that:
(1) Seller warrants and represents to Buyer that, to Seller's knowledge,
without investigation, no entity or person has, at any time:
a) "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 Property or adjacent tracts in violation of
applicable laws; or
b) taken any action in "response" to a "release" in connection with the
Property or adjacent tracts; or
c) 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 Property or adjacent tracts,
180018v6 4
including the generating, transporting, treating, storage, or
manufacture of any Hazardous Substance (as defined below) in
violation of applicable law. 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.
(2) Seller is the fee owner of the Property and has the present full authority
and power to execute this Agreement and, on or prior to the Date of
Closing, Seller shall have the full authority and power to close the sale of
the Property.
(3) There is no action, litigation, investigation, condemnation or proceedings
of any kind pending, or to the best of the knowledge of Seller, threatened
against Seller with regard to the Property.
(4) Seller has good, marketable, insurable title to the Property, free and clear
of all liens, encumbrances, claims and charges.
(5) Seller is not foreign persons as defined in §1445(0(3) of the Internal
Revenue Code or regulations issued thereunder.
(6) Seller has not received any notice of, and does not know of any possible,
assessments to be levied against the Property.
(7) Seller represents that there is public access to and from W. 79`h Street to
the Property.
B. 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. If Buyer elects to proceed with the Closing
following such discovery, Buyer shall be deemed to have waived its rights to
assert a claim against Seller arising from the inaccuracy or untruthfulness of any
such covenant, representation, or warranty.
C. Seller shall provide to Buyer within ten (10) days of the execution of this
Agreement, true and correct copies of any existing environmental assessment
reports, soil reports and results of all soil tests and environmental audits, surveys,
permits, licenses, leases, and complete copies of all contracts currently affecting
the Property readily available or in the possession of Seller, and notices received
within the last ninety (90) days from the city, state or other governmental
180018v6 5
authorities pertaining to uncured violations of any law, ordinance or regulation
("Due Diligence Documents").
D. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below:]
Seller represents that Seller does not know if there are historical, native
American, or archeological materials on or in the property that might be protected
by law.
X Seller represents to the best of Seller's knowledge that the property does
not have any American Indian burial grounds, other human burial grounds,
ceremonial earthworks, historical materials, and/or other archeological sites that
are protected by federal or state law. Buyer's obligation to close is contingent
upon Buyer determining to Buyer's satisfaction that the property does not have
any American Indian burial grounds, other human burial grounds, ceremonial
earthworks, historical materials, and/or other archeological sites that are protected
by federal or state law.
16. CLOSING. The Closing Date of this transaction shall take place no later than August
31, 2015, (the "Closing" or "Closing Date"). The Closing Date may be accelerated by mutual
agreement of the parties if all contingencies contained herein are satisfied prior to conclusion of
the Contingency Period. At closing, Seller and Buyer shall deliver to one another the
instruments specified herein. The closing shall be at a location designated by Seller. Unless
otherwise agreed by the parties in writing, in the event that any of the contingencies provided for
in this Agreement are not satisfied prior to the Date of Closing, this Agreement shall be null and
void and of no further force and effect. At closing, Seller and Buyer shall disclose their Social
Security Numbers or Federal Tax Identification Numbers for the purposes of completing state
and federal tax forms.
17. CLOSING DOCUMENTS.
A. At the Closing, Seller shall execute and/or deliver to Buyer the following
(collectively the "Closing Documents"):
(1) Limited Warranty Deed. A Limited Warranty Deed in recordable form
and reasonably satisfactory to Buyer, which shall include the following
well representations: "Seller certifies that the Seller does not know of any
wells on the described Property."
(2) Seller's Affidavit. A standard form affidavit by Seller indicating that on
the date of Closing there are no outstanding, unsatisfied judgments, tax
liens or bankruptcies against or involving Seller or the Property; that there
has been no skill, labor or material furnished to the Property for which
payment has not been made or for which mechanic's liens could be filed;
and that there are no other unrecorded interests in the Property.
1800180 6
(3) Non -Foreign Person Certification. A certification in form and content
satisfactory to the parties hereto and their counsel, properly executed by
Seller, containing such information as shall be required by the Internal
Revenue Code, and the regulations issued thereunder, in order to establish
that Seller is not a "foreign person" as defined in §1445(f)(3) of such Code
and such regulations.
(4) Storage Tanks. If required, an affidavit with respect to storage tanks
pursuant to Minn. Stat. § 116.48.
(5) Well Certificate. If there is a well located on the Property, a well
disclosure certificate in form and substance true to form for recording.
(6) Certification. A certification that the representations and/or warranties
made by Seller are materially the same as were in existence on the date of
this Agreement or noting any changes thereto;
(7) Other Documents. All other documents reasonably determined by either
party or the title insurance company to be necessary to transfer and
provide title insurance for the Property.
B. At the Closing, Buyer shall execute and deliver to Seller the following:
(1) Payment. Payment of the Purchase Price; and
(2) Other Documents. All documents reasonably determined by either party
or the title insurance company to be necessary to provide title insurance
for the Property.
18. CLOSING COSTS. The following costs relating to the closing of this transaction shall
be paid as follows:
A. Buyer shall pay at Closing:
(1) Recording fee and conservation fee attributable to the Limited Warranty
Deed;
(2) The premium for owner's title insurance, including survey coverage;
(3) One-half the closing fee charged by the Title Company; and
(4) All costs associated with obtaining government approvals and
development of the Property.
B. Seller shall pay at Closing:
18001M
(1) State Deed Tax;
(2) Recording fees for all documents determined to be necessary to transfer
marketable title to the Buyer;
(3) All costs of obtaining a title insurance commitment;
(4) One-half the closing fee charged by the Title Company.
19. CONTINGENCIES AND ADDITIONAL TERMS.
A. Buyer's Contingencies. The Buyer's obligations under this Agreement are
expressly contingent upon Buyer's satisfaction with each of the following conditions:
(1) Buyer determining on or before the Contingency Date, that it is satisfied,
in its sole discretion, with the results of matters disclosed by any survey or
by any environmental/engineering investigation or testing of the Property
performed by Buyer or Buyer's agent. By executing this Agreement,
Seller hereby authorizes Buyer to enter upon the Property at reasonable
times to conduct the investigations and/or tests described herein. Buyer
shall be solely responsible for all environmental tests and shall hold Seller
harmless from any such costs and shall indemnify Seller for breach of this
provision including reasonable attorneys' fees.
(2) Buyer determining on or before the Contingency Date that it is satisfied in
its sole discretion, with the results of matters disclosed by the Due
Diligence Documents.
(3) On or before Closing, Buyer obtaining all permits, licenses, variances and
approvals, including, without limitation, obtaining site plan and zoning
approvals, for Buyer's intended development of the Property, including
Buyer's development of a circular landscaped island in the W. 79' Street
cul-de-sac owned by the City (the "Island"), and directional sign within
the W. 79`h Street Right -of -Way adjacent to the Great Plains Boulevard
directing traffic to the location of the Property.
(4) On or before Contingency Date, Buyer obtaining financing in satisfactory
amounts and on satisfactory terms (including operating subsidies), as
determined by Buyer, in its sole discretion, to acquire, manage, operate
and rehabilitate the Property.
(5) On or before the Contingency Date, Buyer shall investigate and be
satisfied with the traffic access from W. 79`h Street to the Property and the
Property's access to all utility services, including gas, electric, water,
storm and sanitary water services and intemet/cable services.
180018v6
(6) On or before the Contingency Date, Buyer's determination in Buyer's
reasonable discretion, based on its inspections and any other relevant
information that the condition of the Property is acceptable to Buyer. On
or before the Closing Date, Buyer's determination that the Property is in
materially the same condition on the Closing Date as it was during the
time period of Buyer's inspection.
(7) Buyer's satisfaction with the terms and form of a Declaration of
Covenants, Conditions and Restrictions to be recorded by Seller against
the Property prior to or at Closing, which provides for maintenance of the
Island by the Owner of the Property and restricting the use of the Property
for office, medical clinic or dental clinic for a period of forty (40) years
from the date of Closing.
The "Contingency Date" shall be 60 days after the Effective Date of this Agreement. If any of
the foregoing contingencies have not been satisfied in Buyer's sole discretion on or before the
Contingency Date or on or before Closing as described in the contingencies above, or waived by
Buyer, then this Agreement may be terminated, at Buyer's option, by written notice from Buyer
to Seller at any time prior to the Contingency Date or the Closing Date, as applicable to the
individual contingency. Such notice of termination may be given at any time on or before the
Contingency Date or the Closing Date, as applicable to the particular contingency. Upon such
termination the Earnest Money shall be immediately returned to Buyer and upon such return,
neither party will have any further rights or obligations regarding this Agreement or the Property.
The contingencies set forth in this section are for the sole and exclusive benefit of Buyer, and
Buyer shall have the right to waive the contingencies by giving notice to Seller.
B. Seller's Contineencies. The Seller's obligations under this Agreement are
expressly contingent upon Seller's satisfaction with each of the following prior to Closing:
(1) On or before Closing, Buyer obtaining site plan approval from the City of
Chanhassen for development of the Property ("Site Plan Approval");
(2) On or before Closing, Buyer obtaining site plan approval and all necessary
permits, licenses, variances and approvals, including, without limitation,
obtaining site plan and zoning approvals, for construction of the Island;
(3) On or before Closing, Seller recording a Declaration of Covenants,
Conditions and Restrictions, with terms and in a form acceptable to Seller,
providing for maintenance of the Island by the Owner of the Property and
restricting the use of the Property for office, medical clinic or dental clinic
for a period of forty (40) years from the date of Closing.
If any of the foregoing contingencies have not been satisfied in Seller's sole discretion, or
waived by Seller, on or before the Closing, then this Agreement may be terminated, at Seller's
option, by written notice from Seller to Buyer at any time at or prior to the Closing. Upon such
1800180 9
termination the Earnest Money shall be immediately returned to Buyer and upon such return,
neither party will have any further rights or obligations regarding this Agreement or the Property.
The contingencies set forth in this section are for the sole and exclusive benefit of Seller, and
Seller shall have the right to waive the contingencies by giving notice to Buyer.
C. Condemnation. If, prior to the Closing Date, eminent domain proceedings are
commenced against all or any part of the Property, Seller shall immediately give notice to Buyer
of such fact and at Buyer's option (to be exercised within ten (10) days after Seller's notice), this
Agreement shall terminate, in which event neither party will have further obligations under this
Agreement and the Earnest Money shall be refunded to Buyer. If Buyer shall fail to give such
notice, there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the
Closing Date all of Seller's right, title and interest in and to any award made or to be made in the
condemnation proceedings. Prior to the Closing Date, Seller will not initiate any condemnation
proceeding, and Seller shall not designate counsel, appear in, or otherwise act with respect to any
condemnation proceedings without Buyer's prior written consent.
D. Broker's Commission. Seller and Buyer represent and warrant to each other that
they have dealt with no brokers, finders or the like in connection with this transaction, and agree
to indemnify each other and to hold each other harmless against all other claims, damages, costs
or expenses of or for any fees or commissions resulting from their separate actions or agreements
regarding the execution or performance of this Agreement, and will pay all costs of defending
any action or lawsuit brought to recover any such fees or commissions incurred by the other
party, including reasonable attorneys' fees.
E. Assi mg Hent. Buyer may assign its rights under this Agreement without the prior
written consent of Seller, but shall provide written notice of such assignment to Seller prior to
Closing.
F. Default. If either party shall default in any of their respective obligations under
this Purchase Agreement, the other party, by notice to such defaulting party specifying the nature
of the default and the date on which this Purchase Agreement shall terminate (which date shall
not be less than thirty (30) days after the giving of such notice), may terminate this Purchase
Agreement, and upon such date, unless the default so specified shall have been cured, this
Purchase Agreement shall terminate. In the case of any default by the Buyer, Seller may
terminate this Purchase Agreement as provided above, and upon such termination, the Earnest
Money shall be forfeited to Seller as agreed and final liquidated damages. In the case of any
default by Seller, upon termination of this Purchase Agreement, the Earnest Money, and all
interest accrued thereon, shall be returned to Buyer, without prejudice to any other legal or
equitable right or remedy of Buyer against Seller including, but not limited to specific
performance and damages such damages not exceed $10,000.
G. "AS IS" Purchase. Except as set forth in this Purchase Agreement or any
document contemplated hereby, (i) the Property is being sold, conveyed, assigned, transferred
and delivered "as is, where is" on the date hereof, and in its condition on the date hereof, "with
all faults," and Seller is not making, and expressly disclaims, any other representation or
warranties written or oral, statutory, express or implied, concerning the Property, including but
180018v6 10
not limited to, representations or warranties relating to value or quality of the Property or with
respect to this Purchase Agreement or the transactions contemplated hereby or thereby, and (ii)
Seller specifically disclaims any representation or warranty of merchantability, usage, suitability
or fitness for any particular purpose with respect to the Property or any part thereof, or as to the
workmanship thereof, or the absence of any defects therein, whether latent or patent.
H. Survival. All of the terms of this Agreement will survive and be enforceable after
the Closing.
I. Effective Date. The "Effective Date" of this Agreement shall be the date of
execution by the date upon which it is accepted and executed by the party to whom the offer is
made.
J. Counterparts. This Agreement may be executed in any number of counterparts or
by facsimile, each of which will be deemed to be an original, but all of which, when taken
together, constitute the same instrument.
20. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this
Purchase Agreement.
21. MULTIPLE ORIGINALS. Seller and Buyer have signed two (2) originals of this
Purchase Agreement.
I agree to sell the Property for the price and terms and conditions set forth above.
SELLER:
CITY OF.
And:
Todd Gerhardt, City Manager
180018v6 1 1
I agree to purchase the Property for the price and tenns and conditions set forth above.
Its:
Date:`
180018x6 12
EXHIBIT A
Legal Description of Property
Lot 2, Block 1, Gateway East 2"d Addition, Carver County, Minnesota, according to the recorded
plat thereof.
180018v6 13
CITY OF CHANHASSEN
P O BOX 147
CHANHASSEN MN 55317
04/03/2015 1:20 PM
Receipt No. 00279916
CLERK: ashleym
PAYEE: Randall J
Schold
8925 Twin Lakes Xing
Eden Prairie MN 55347-
-------------------------------------------------------
Sale of Property- Down Payment Gateway
East 2nd 5,000.00
Total
Cash
Check 7247
Change
5,000.00
0.00
5,000.00
0.00
7700 Markt Bade,M
PO Bax 147
Chanhassen, MN 55317
Admtakleallm
Phoma 952227110D
Fax 952227.1110
Building Inoue
PIS 952277.1180
Fax 952227.1190
Eqonswln
Phoma 952.27J.11f0
Fax: 9522271170
Ficam
Plume: 952227.1140
Fax 952277.1110
Park A Reared"
Phone: 9i22271120
Fax 952227.1110
Recreation Center
2310 Coutsr BwWW
Plow 95222714
Fell: 9522271404
..................
Planning&
Natural:Resourras
Phow 9522271130
Fax M2271110
Public Warks
79M Park Place
Phone: 9522271300
Fax 9571271310
Senlar Center
Phone 9522271125
Fax: 952.227.1110
Wabsite
www.ci.channasseh.rnn.us
A4 %1- D
MEMORANDUM
EMORANDUM
To:, Mayor & City Council
................................
FROM: Todd Gabard4 City Manager
DATE: April 13, 2015
SUBJ. Approve Purchase Agreement with RBSC Chanhassen, LLC for
Redevelopment of Lot 2, Block 1, Gateway East 20d Addition
PROPOSED MOTION:
"The City Council approves the Vacant Land Punehan Agreement between the
City of Chanhassen and RBSC Chanhassen, LLC in the amount of
approximately $5K000 or $8.90 per square foot for purchase of excess
property associated with the action of the Red -&h ix site."
Approval requires a simple majority vote of the city council.
Attached please End a vacant Land Purchase Agreement between the City of
Chanhassen. and RBSC Chanhassen, LLC, which is a limited liability company
located in Eden Prairie
Cunwitly Ibis property is approximately 1.29 acres in sizes RBSC Chanhassen, LLC
is proposing to construct it 4;500 squrze4ot medical office building that would
accommodate one trent that already hes an adslingbusiness in Iowa. Tbers is
enough property to accommodate another 6,000 aq. 8. office building on the site m
the fahue.
The property is zoned Business Highway and the site confers to all of the city's
zoning requirements for a medical offtoe building. If the purchase agreement is
approved, RBSC Chanhassen, LLC is required to proceed though the city's
subdivision and alta plan review process.
Pros
Could boost tax revenues:
2014 Tax Estimates: TOW City Peru=
- Current Development Pays $0 Std'
After Devdopmelt 552,000 $4,1194
Chanhassen is Community for Lite - Providing for Today and Planning la Tonmram
Mayor tit City Council
April 13, 2015
Page 2
• Mase Job Opportunities: In addition to the constructionjobs created by the development,
a minimum of 12 new jobs would be created by the new tenant.
• Improving the aeathdics of the area by introducing higher quality architecture on a very
viable entrance to the city.
• A destination land use, which is preferred due to the limited access off of West 79*
Street
Cons
• The city will have to find a new location for downtown winter snow storage.
• Traffic will increase on West 79* Street
• Limited acres to the site could cause frustration for customers trying to find the site.
PURCHASE &�TEAMS
Purchase Price' $500,000 (S8.90 per sgnacc foot x 56,192 sq. R.).
Closhrgr No later than August 31, 2015
Conthagaey: Sale is contingent upon the projed receiving site plan approval from the city
Staff supports the proposed development and the attached purchase agreement. Selling the city's
excess property allows it to retina to the tax rolls and the proceeds from the sale will provide a
cash deposit into the city's pavement management fend.
Staff is looking for feedback from the city council on the proposed development and purchase
agreement at Monday's work session
ATTACffi1HSNTS
1. Purchase Agreement dated March 2015
2. Property Infem etion/Amal Photo of Gateway East 2°d Addition
3. Proposed Development Site Plan
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