1b Purchase Agreement/W Water Treatment
1b
MEMORANDUM
CITY OF
CHANHASSEN
TO:
Mayor & City Council
DATE:
Todd Gerhardt, City Manager
cW'
September 7, 2005
7700 Market Boulevard
PO Box 147
Chanhassen, MN 55317
FROM:
Administration
Phone: 952.2271100
Fax 952,2271110
SUBJ:
Consider Purchase of Lot 1, Block 4 and Outlot B, Lake Harrison
Building Inspections
Phone 952.2271180
Fax 952.2271190
BACKGROUND
Finance
Phone 952.2271140
Fax 952.227.1110
The City Council approved the Development Contract on the Lake Harrison
Development on July 11, 2005. The conditions in the Development Contract
required the developer to sell Lot 1, Block 4 to the City for $740,000 for a future
water treatment plant, and Outlot B for $560,000 for open space. The developer
has also agreed to donate Outlots A, C, and D to the city for a neighborhood
park/open space (see map in Attachment 1).
Engineering
Phone 952.2271160
Fax 952,227.1170
Park & Recreation
Phone 952.227.1120
Fax 952.227,1110
RECOMMENDATION
Recreation Center
2310 Coulter Boulevard
Phone 952,2271400
Fax 952,2271404
Staff recommends the following action:
Public Works
1591 Park Road
Phone 952.2271300
Fax 952.2271310
. Approval of the purchase agreement to buy Lot 1, Block 4 for $740,000
for a future water treatment plant. The funding source for this purchase
would be the Water Utility Fund.
. Approval of the purchase agreement to buy Outlot B for $560,000 for
open space. The funding source for this purchase is the Park Dedication
Fund; and
. Approval of a Resolution Accepting the Donation of Outlots A, C & D
for a neighborhood park/open space.
Planning &
Natural Resources
Phone 952.2271130
Fax 952,2271110
Senior Center
Phone 952.2271125
Fax 952.227,1110
Approval requires a simple majority vote of those city council members present.
ATTACHMENTS
Web Site
www.ci.chanhassen.mn.us
1. Map of Land to be PurchasedIDonated
2. Purchase Agreements
3. Resolution Accepting Donation
G:\admin\tg\Lake Harrison Land Purchase,doc
The City 01 Chanhassen . A growing community with clean lakes, quality schools, a chanming downtown, thriving businesses, winding trails, and beautiful parks, A great place to live, work, and play,
Cl
~
U
<i!::
(/) 0
.... 'p
.9 C':J
'S !::
08
[J
~
~
""'"
~
C)
~8
~o
3~
II
~8
....0
00
~\O
o~
II
III
~fi';
~"~:
]-I
~ ~8
MhJ
!flt
,,1.
!U
ill
j :
I I
~ :
; Ol-i
i W)W) I
1_ J____J
i 1 ---I
" I
1 D~
I !
I
I
::z
~
~
ct:Q: / UU'-UJN
--1_ g,~",
I ---- ~'
.. I ,'0.",
~ ,,1-;';" l$'
..... I ,rO.,) h
I ,\.J ~JII- I
h._ I hW I
~ I W~l
~ _.L ~I
~ 011
......
,t
/
.'
.(\O\~
("\)\\\
rJ
n;W
u_ UU'-UJN
!
"
i\.
-----
lj t
Ii ~
II j
-
-
.-
~ 1
~
~
~ i
S5
>:
~~
'C
'.f)'
\.>-
o
,,'
~.I..
;}:
c5
~s c~..
c~ 't'..
'(
~ ()
r.o L'J
v) (f)
~ l,_
~~ ()
~z "r
53 :~
>.
'C ~.
Cn ::::
c~ c.
o
~?
~~ ~
E~ >.
. C;; . -"JI),~. .... . ....oW"< "'..
____---*Jt;II..------
/
VACANT LAND PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on the _ day of August, 2005, by and between the CITY
OF CHANHASSEN, a Minnesota municipal corporation, of 7700 Market Boulevard, PO Box 147, Chanhassen,
MN 55317, ("Buyer"), and LAKE HARRISON DEVELOPMENT, LLC, a Minnesota limited liability company, 7597
Anagram Drive, Eden Prairie, MN 55344 ("Seller").
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, legally described as
Lot 1, Block 4, and Outlot B, LAKE HARRISON, Carver County, Minnesota, according to the
recorded plat thereof.
Buyer understands and agrees that the plat of LAKE HARRISON has not yet been placed of record and
that said lot and block are to be platted as such in the plat of LAKE HARRISON.
3. PRICE AND TERMS. The price for the real and personal property included under paragraph A of this
Purchase Agreement is One Million Three Hundred Thousand and 00/100 Dollars ($1,300,000.00), which
Buyer shall pay in cash on the DATE OF CLOSING as hereinafter defined.
4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Warranty
Deed, conveying good and marketable title of record, subject to:
A. Building and zoning laws, ordinances, state and federal regulations;
B. Easements imposed by the plat of LAKE HARRISON; and
c. 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.
(a) Real estate taxes and installments of special assessments 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) Buyer shall assume all other special assessments levied or pending as of the date of this
Purchase Agreement.
(c) Seller shall pay on date of closing any deferred real estate taxes (including "Green Acres"
taxes under MINN. STAT. 5273.111) or special assessments payment of which is required as a result of the
closing of this Agreement.
Buyer shall pay real estate taxes due and payable in the year following closing and thereafter and any
unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise
provided herein. Seller makes no representation concerning the amount of future real estate taxes or of
future special assessments.
6. Intentionally Omitted.
LMW-265993v5
PE140-123
1
M(h~~ni# 2
~..------'---,. .-t#
.,..-,.....,..,....<''''~.,.,.,.~
7. 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 is a right of access to the real property from a public right of way. 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 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, license, or easement. Seller will
consent to a case-by-case right of entry for Buyer and/or Buyer's agents, surveyors, engineers, and site
evaluators for testing, measuring, and evaluating purposes provided that the following conditions are met:
A. There shall be no crop or tree damage.
B. There shall be no excavating or earth-moving and no tree removal.
C. Buyer's independent contractors (surveyors, engineers, and site evaluators, etc.) shall, prior to
entry on the land, deliver to Seller proof of independent contract with Buyer and a waiver of lien
rights in a form satisfactory to Seller.
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 only to those
matters disclosed at Paragraph 4., within twenty (20) days after acceptance of this Purchase Agreement,
Seller shall furnish Buyer with a Commitment for Title Insurance including proper searches covering
bankruptcies and state and federal judgments, federal court judgment liens in favor of the U.S., liens, and
levied and pending special assessments. Buyer shall have twenty (20) business days after receipt of the
Commitment for Title 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 twenty (20) day period
above, except that this shall not operate as a waiver of Seller's covenant to deliver a statutory Warranty
Deed, unless a Warranty Deed is not specified above. If Buyer obtains title insurance, Buyer is not waiving
the right to obtain a good and marketable title of record from Seller.
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 released by payment or escrow from proceeds of
closing shall not delay 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 closing shall take place within ten (10)
business days or on the scheduled closing 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 law, anyone or more of the following:
1. Proceed to closing without waiver or merger in the Deed of the objections to title and without
LMW-265993v5
PE 140-123
2
waiver of any remedies, and may:
(a) Seek damages, costs, and reasonable lawyer's fees from Seller as permitted by law
(damages under this sUbparagraph (a) shall be limited to the cost of curing objections to title,
and consequential damages are excluded); or,
(b) Undertake proceedings to correct the objections to title;
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 shall be refunded to Buyer;
3. Damages from Seller including costs and reasonable lawyer's fees, as permitted by law;
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 law.
E. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the
agreements herein, Buyer's exclusive remedy is rescission of this Purchase Agreement by notice as
provided herein.
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 mailed, are effective as of the date of mailing.
13. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota.
14. WELL DISCLOSURE. [Check one of the following: ]
XX 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.
15. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of the following: ]
~ 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-M] Affidavit of Seller.
17. CLOSING. Closing shall occur simultaneous with the recording of the final plat for LAKE HARRISON
("CLOSING DATE") at the office of Buyer's title insurer, or at some other mutually agreeable location.
[State other location:]
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.
18. ADDITIONAL TERMS. The obligations of Buyer under this Agreement are contingent upon receipt by
Buyer of a Warranty Deed for property to be platted as Outlots A, C and D, Lake Harrison Addition, Carver
County, Minnesota (the "Donative Parcels"), conveying good and marketable title of record. Buyer
acknowledges that the conveyance of such outlots shall be from E. Jerome Carlson and Linda C. Carlson,
husband and wife (collectively, the "Carlsons"), who are donating the Donative Parcels, having an appraised
LMW-265993v5
PE140-123
3
value of $3,907,000.00, to the Buyer. Buyer agrees to (a) adopt a resolution authorizing acceptance of such
donation and acknowledging that Universal Valuation Services, Inc. (Richard G. Marks) has appraised the
property at the foregoing appraised value by Appraisal dated May 13, 2005, (b) provide a certified copy of
such resolution to the Carlsons, and (c) execute the appropriate IRS Form 8283 regarding such donation.
Provided that the plat has been recorded and Buyer has performed in accordance with the preceding
sentence, the Carlsons shall deliver a deed to the Buyer for the Donative Parcels at the Closing.
19. ADDENDA. Attached are no addenda which are made a part of this Purchase Agreement.
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 [number}
Purchase Agreement.
originals of this
[remainder of page intentionally left blank]
LMW-265993v5
PE140-123
4
I agree to buy the property for the price and terms and conditions set forth above.
Dated: August _,2005
BUYER:
CITY OF CHANHASSEN
By:
And:
LMW-265993v5
PE140.123
5
I agree to sell the property for the price and terms and conditions set forth above.
Dated: August _, 2005
SELLER:
LMW-265993v5
PE140-123
6
We agree to convey the Donative Parcels to the Buyer as provided in Paragraph 18 of the foregoing
instrument.
&~-rv
LMW-265993v5
PE140-123
7
CITY OF CHANHASSEN
CARVER AND HENNEPIN COUNTIES, MINNESOTA
Date
Resolution
Motion By
Seconded By
RESOLUTION ACCEPTING DONATION OF CERTAIN REAL
PROPERTY FROM E. JEROME CARLSON AND LINDA C. CARLSON
WHEREAS, E. Jerome Carlson and Linda C. Carlson ("Carlsons") offered to donate to the
City of Chanhassen the real property situated in Carver County, Minnesota, legally described as
follows:
Outlots A, C and D, LAKE HARRISON, Carver County, Minnesota
(the "Subject Property"); and
WHEREAS, Carlsons have executed the deed for the conveyance of the Subject Property to
the City, and the deed will be recorded upon adoption of this Resolution; and
WHEREAS, the proposed acquisition of the Subject Property has no relationship to the
City's Comprehensive Plan; and
WHEREAS, the Carlsons have obtained an appraisal by Richard Marks, with Universal
Valuations Services, Inc., appraising the Subject Property in May, 2005 at $3,907,000.00; and
WHEREAS, pursuant to Minnesota Statutes Section 465.03, acceptance of a donation of
real property must be by resolution of the City Council adopted by a two-thirds majority.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Chanhassen, Minnesota:
1. The City Council hereby accepts the donation of the Subject Property by E. Jerome
Carlson and Linda C. Carlson with an appraised value of $3,907,000.00 as of May
2005.
2. Pursuant to Minn. Stat. g 462.356, subdivision 2, the Council finds that the proposed
acquisition of the Subject Property has no relationship to the City's comprehensive
plan.
;4If6Ch",en I 1I.J
-
---
7
3. The Mayor and City Manager are authorized to execute any documents which, in the
opinion of the City Attorney, are necessary to effectuate this transaction including
IRS Form 8283. The City Manager is specifically designated as the person who can
sign IRS Form 8283 and to deliver this resolution and IRS Form 8283 to Carlsons.
ADOPTED this
Chanhassen, Minnesota.
day of
, 2005, by the City Council of the City of
AITEST:
Todd Gerhardt, Clerk/Manager
Thomas A. Furlong, Mayor
120541
2