1a. Purchase-Land Sale with Chaska Gateway for Water Tower Project •
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1111
CITY OF MEMORANDUM
CHANHASSEN TO: Don Ashworth, City Manager
'b Cit}Center Dr%iv,PO Box 1
FROM: Charles Folch, Director of Public Works Operations t•
Chanhassen,Minnesota 55317
Phone 612.937.1900 DATE: June 17, 1998 k
General Fax 612.937.5739 5
5igineering Fax 612.93,7..9152 SUBJ: Approve Purchase/Land Sale Agreement with Chaska Gateway =.
'ublic Safety Fax 612.934.2524 Partners for Water Tower Project No. 97-1 B-I
u wu:ci.ca 1.assen.ma.us
On February 2, 1998, the City Council approved Site C as the preferred location for
the new city water tower to be located in the Arboretum Business Park. Site C is
J .. located immediately to the east of the former Wrase property which the City acquired
in 1997. The advantages of Site C included saving the mature stand of tall evergreen
trees located on the former Wrase property, locating the tower approximately 140 feet
farther east of the Trunk Highway 41,reducing the City's overall land acquisition cost
(the per foot cost of land for Site C is approximately 1/3 of the value of the Wrase
property), and allowing the City time to relocate existing renters and possibly save the
old farmhouse on the property. In addition, the Chaska Gateway Partnership has
expressed an interest in purchasing the south 100 feet of the former Wrase property at
this time and a desire to purchase a portion or all of the remaining former Wrase
property in the near future if the City should so desire.
Attached is the final draft of the real estate exchange agreement between the City and
the Chaska Gateway Partnership. This final document is the result of extensive review
and revision by both staff and the city attorney's office. As agreed previously, the
Chaska Gateway Partnership will deed to the City a tract of land (referred to as Parcel
B) which is approximately 150 x 285 feet in exchange for the City deeding the south
100 feet of the former Wrase property (referred to as Parcel A) to the Chaska
Gateway Partnership. In doing so, the Chaska Gateway Partnership will pay the City
$63,000 which represents the difference in per square foot price between Parcel B and
Parcel A and will grant a temporary easement in favor of the City for access to the
tower site from Trunk Highway 41 until they complete and dedicate the permanent
driveway access and easement to the tower site from the north along the common
. property line of Lots 1 and 2, Block 2 of the Arboretum Business Park 2nd Addition.
tr As a part of this initial transaction, the City will also be granting the Chaska Gateway
Partnership a first right of refusal to purchase part or all of the remaining former
Wrase property as the City may choose to offer. The term of the first right of refusal
agreement would be from the first anniversary to the fifth anniversary date of the
execution of the real estate exchange agreement. The purchase price would be the
lessor of the per square foot price that the City paid to acquire the Wrase property or
the per square foot price at which the City would propose to sell the property to a 3`d
he City of Chanhassen.A growing community with clean lakes,quality schools,a charming downtown,thriving businesses,and beaurifid parks.A great place to lire, work,and play.
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Don Ashworth =3
June 17, 1998 _ ;'--+ . , `--
1 Page 2
'n ; ; party if so desired. The Chaska Gateway Partnership would have 30 days to exercise
1-' its right of first refusal and 90 days to close on the property. The Chaska Gateway
Partnership will be required to put$25,000 in earnest money into an escrow account
x as part of the first right of refusal agreement.
It is believed that this agreement represents the previous understandings and
commitments made between the City and Chaska Gateway Partnership regarding the
` "z exchange of property for the water tower site. The City will be acquiring land for the411.0.°._ new tower site which costs approximately 1/3 of the per square foot cost as that of the
� former Wrase property being resold to the Chaska Gateway Partnership and the
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mature stand of evergreen trees on the east side of the former Wrase property would
,% be preserved. This agreement also allows the City time to relocate the existing renters
.1 ' and determine if the farmhouse is worth preserving for some other use. Cross-access
• _' easements are being either maintained and/or created to facilitate the new tower _ __
location. It is anticipated that a closing on this property exchange could occur within
the next one to two weeks which would maintain time schedules for the water tower
contractor who is ready to mobilize on site and begin construction.
_ It is therefore recommended that the City Council approve the attached real estate
•
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r exchange agreement between the City and Chaska Gateway Limited Partnership
regarding land for City's Water Tower Project No. 97-1B-1. •
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- Attachments: 1. Location map.
2. Letter dated March 25, 1998 to Howard Dahlgren.
�; t' 3. Real Estate Exchange Agreement
c _ 'Anita Benson, City Engineer `,.
r0 ,,. Jerry Boucher,Utility Superintendent
j Tom Campbell i
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Fred Richter, Steiner Development __.
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Manager's Comments: Mayor Mancino has questioned me in regards to
Charles' letter to Howard Dahlgren concerning their repurchase of the Wrase
property. Nancy's recollection was that Dahlgren's repurchase would occur prior
to the five year period shown. Potentially, the interpretation of"within the next
five years"could be misconstrued. It was my intent (I am the one who instructed
Charles to modify that particular section) that the discretion as to when within the
five year window would be left"solely" with the City of Chanhassen. I have no
problem sending a letter of clarification to Mr. Dahlgren so that he is fully aware
of the city's right to request a closing on this property any time within that five
year window. In making the clarification, I would suggest that we guarantee him
that the notification would not occur prior to one year from today, but could occur
any time after one year or within the subsequent four years. I would like to assure
the city council that staff will attempt to move faster than the five year period of
time, but I am extremely concerned about our ability to find a location for the
newer home, including all of the bidding requirements. Additionally, we will be
required to make relocation payments to the existing tenant, unless certain other
conditions were met—all of which is consuming time. Finally, the movement of
the old house, if proposed to be used as an interpretive center, would be more
easily accomplished if the local roadways were complete and available for the
moving itself. The roadway construction itself could go up to a 2 to 3 year period
of time.
Again, I will prepare.the letter to Mr. Dahlgren which requires the repurchase by
him "solely" at the discretion of the city and that that would be valid following
one year from today,but not longer than five years from today. The closing by
Mr. Dahlgren would then have to occur within ninety days of our notification of
his necessity to purchase.
DWA (4-8-98)
CITY OF March 25, 1998
HANHASSEN
t Center Drive,PO Box 147 Mr. Howard Dahlgren
'risen,Minnesota 55317 2360 Aquila Avenue North
'hone 612.937.1900 Golden Valley, MN 55427
tral Fax 612.937.5739
suing Fax 612.937.9152 Re: Water Tower Site Agreement - Project No. 97-1-1
Safety Fax 612.934.2524
crwuccjchanhassen.mn.us Dear Mr. Dahlgren:
In accordance with your letter dated January 7, 1998 to City Manager Don
Ashworth and the resulting City Council discussion on February 2, 1998, the City
is willing to consider locating its new water tower on the Site C location as
depicted on the drawing dated December, 1997, prepared by Bonestroo, Rosene,
Anderlik & Associates with the following terms and conditions:
1. The Partnership will deed to the City, the parcel of land due east of the
Wrase site, 0.96 acres, being 150' x 280' (42,000 square feet).
2. The Partnership will remove any existing structures on the property to be
acquired by the City prior to closing.
3. The Partnership will maintain a driveway access easement in favor of the
City from Trunk Highway 41 to the water tower until a permanent access
is built from the north.
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4. The Partnership will dedicate to me City a permanent access easement to ,or:-_-/
the water tower when development of property to the north of the tower
occurs.
5. The Partnership will maintain a conservation easement over the mature
evergreens located in the northeast quadrant of the Wrase site.
6. The City will deed to the Partnership the south 100' of the Wrase site,
consisting of 0.86 acres (37,806 square feet).
Gi` old 7. The City will give the Partnership at some time during the next five years,
tvi ��� the first opportunity or first right of refusal to purchase the remaining
,.� R .. Pyrp it portion of the Wrase site at the price the City paid per square foot.
nAm8. At the time of closing on the initial property transaction (Site C and the
south 100' of the Wrase site), the Partnership shall pay to the City
$63,000.
ry of Chanhassen.A growing community with clean lakes,quality schools,a charming downtown,thriving businesses,and beautifid parks.A great place to live,work,and play
Mr. Howard Dahlgren
March 25, 1998 •
Page 2
If these terms are in general agreement with the Partnership, Please let me know
and I will instruct the City Attorney to begin drafting the appropriate official
documents. If you should have some comments or would like to discuss any of
these points further, please feel free to contact me at 474-4127.
Sincerely,
CITY OF CHANHASSEN
Charles D. Folch, P.E.
Director of Public Works Operations
CDF:ktm/jms
Attachment: Site map
c: Don Ashworth, City Manager
Anita Benson, City Engineer
Phil Gravel, Bonestroo
Fred Richter, Steiner Development w/attachment
g:'cng\public\97-I-1'dahlgrrn Icttadcc
JUN-1'r-1yyB 14:02 Vesely Miller P.008/026
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REALESTATE EXCHANGE AGREEMENT
THIS AGREEMENT is made as of , 1998, between The City of
Chanhassen, a municipal corporation under the laws of Minnesota("City") and Chaska Gateway
Partners Limited Partnership, a Minnesota limited partnership ("CGPLP").
RECITALS
A. The City is the fee owner of real property located in Carver County, Minnesota,
legally described as follows:
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That part of the South Half of the Northwest Quarter of Section 16, Township 116
North, Range 23, described as follows:
Commencing at the Southwest corner of said Northwest Quarter; thence •
South 89 degrees 52 minutes 35 seconds East (assumed bearing) along the
South line of said Northwest Quarter, a -?istance of 1410,72 feet; thence
North 0 degrees 52 minutes 20 seconds West a distance of 245.6 feet to the
actual point of beginning of land to be described; thence continuing North 0
degrees 52 minutes 20 seconds West, a distance of 300 feet;thence South 89
degrees 52 minutes 35 seconds East, along a line parallel with the South line
of said Northwest Quarter, a distance of 457 feet; thence South 0 degrees 52
minutes 20 seconds East, a distance of 300 feet; thence North 89 degrees 52
minutes 35 seconds West, along a line parallel with the South line of said
Northwest Quarter, a distance of 457 feet to the point of beginning.
The above described real property is hereinafter referred to as the "City Property".
B. CGPLP is the fee owner of real property located in Carver County,Minnesota,legally
described as follows:
Outlot E, Arboretum Business Park, according to the recorded plat thereof.
The above described real property is hereinafter referred to as "Outlot E".
C. In connection with the replatting and development of Outlot E by CGPLP and the
construction of a municipal water tower facility by the City, the City and CGPLP have agreed to
exchange a portion of the City Property hereinafter referred to as "Parcel A" for a portion of Outlot
E hereinafter referred to as "Parcel B"to permit the replatting and development of Outlot E and the
construction of the proposed municipal water tower facility.
D. In consideration of the agreements and undertakings of CGPLP herein, the City has
also agreed to grant CGPLP the option and right of first refusal to purchase, upon the terms and
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JUN-17-1998 14:02 Vesely Miller P.009/026
conditions described in Section 20 of this Agreement, a portion of the City Property (hereinafter
referred to as the"Option Parcel"). The west boundary of the Option Parcel shall be the west line of
Lot 1,Block 2, Arboretum Business Park Second Addition,extended south to the west line of O itlot
B,Arboretum Business Park Second Addition. The north line of the Option Parcel shall be the south
line of Lot 1,Block 2, Arboretum Business Park Second Addition, and the south line:of the Option
Parcel shall be the north line of Parcel A. The east line of the Option Parcel shall be determined by
the City,provided the area of the Option Parcel shall be sufficient to constitute a single, conforming,
platted lot suitable for commercial use, without variance or other similar approval, and the east line
of the Option Parcel shall be deterrrined by the City in the notice to CGPLP described in the Right
of First Refusal Agreement identified in Section 20 of this Agreement.
E. The City and CGPLP are entering into this Agreement for the purpose of stating the
terms and conditions under which they have agreed to complete the exchange of Parcel A and Parcel
B and the grant of the option and right of first refusal described in Section 20 of this Agreement to
CGPLP.
NOW,THEREFORE, in consideration of the foregoing Recital Paragraphs A-E, which are
incorporated in and made a part of this Agreement in their entirety, and the terms, covenants and
conditions of this Agreement, the City and CGPLP agree as follows:
1. Exchange and Conveyance of Property and Easements.
a. Parcel A. The City agrees to transfer and convey to CGPLP, and CGPLP agrees to
acquire and accept from the City,the south 100 feet of the City Property (said gouth
100 feet being herein referred to as "Parcel A"). Parcel A shall also include all
hereditaments and appurtenances thereto.
b. Parcel B. CGPLP agrees to transfer and convey to the City, and the City agrees to
acquire and accept from CGPLP,that portion of Outlot E which is now described as
Outlot A in the plat of Arboretum Business Park, Second Addition, which has been
approved by the City, subject to certain conditions, but has not yet been recorded.
Outlot A, Arboretum Business Park, Second Addition, is depicted in Exhibit A
attached hereto and incorporated herein by reference, and is hereinafter referred to
as "Parcel B". Parcel B shall also include all hereditaments and appurtenances
thereto.
c. Access Easements Benefiting Parcel B. CGPLP agrees that it shall convey and
grant to the City a permanent, nonexclusive driveway easement (the "Permanent
Easement") 30 feet in width over the east fifteen (15) feet of Lot 1, Block 2
(hereinafter "Lot 1") and the west fifteen(15)feet of Lot 2, Block 2 (hereinafter:"Lot
2"), in the approved plat of Arboretum Business Park, Second Addition. The
Permanent Easement shall be for the benefit of Parcel B for purposes of accdss to
Coulter Boulevard and shall be subject to the utility and drainage easements Xo be
dedicated in the plat of Arboretum Business Park Second Addition and the rights of
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JUN-17-1998 14:02 Vesely Miller P.010/026
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the owners of Lot 1 and Lot 2 and their respective tenants and invitees to use the area
subject to the Permanent Easement for driveway and access purposes in common
with the City. CGPLP shall also convey and grant to the City.a temporary,
nonexclusive driveway easement (the "Temporary Easement") fifteen (15) feet in
width over Parcel A for the purpose of providing temporary access from Parcel B to
State Highway No. 41 by means of the existing driveway entrance from the City
Property to State Highway No. 41. The Temporary Easement shall terminate upon
completion of driveway improvements within the Permanent Easement. IThe
Temporary Easement shall be established in a location mutually acceptable the City
and CGPLP. The Permanent Easement and the Temporary Easement shall also be
established, improved and terminated upon the following terms and conditions:
i) Reference is made to the proposed gasoline sales/convenience store project
(the "Gas/Convenience Project") to be developed and constructed on Parcel
A and the westerly portion of Outlot B, Arboretum Business Park Second
Addition. At the time of closing of the sale by CGPLP of the land on wihich
the Gas/Convenience Project is to be located, CGPLP shall be entitled to
terminate the Temporary Easernant, prior to completion of driveway
improvements within the Permanent Easement, provided ,CGPLP shall
provide reasonable, temporary alternate access and temporary- access
improvements to Parcel B pending completion of permanent driveway
improvements within the Permanent Easement. Such temporary access
improvements may be located within the Permanent Easement. In the event
such temporary access improvements are provided by CGPLP, CGPLP and
the City shall each pay one-half(1/2)of the reasonable costs and expenses of
completing temporary driveway improvements.
ii) At such time as Lot 1 and Lot 2 are developed by the construction of
improvements thereon, CGPLP shall cause permanent driveway improve-
ments to be constructed within the Permanent Easement, at its expense or the
expense of the party or parties developing Lot 2 and Lot 1,provided thei City
shall be responsible for the construction of any driveway improvements that
are not within the parking lot or driveway improvements required for the
development of Lots 1 and 2.
iii) At such time as permanent driveway improvements have been constructed
within the Permanent Easement or temporary, alternate access has been
provided in accordance with Subparagraph 1., c , i ), the City shall execute
and deliver to CGPLP a Quit Claim Deed or Release, in recordable form,
releasing the Temporary Easement over Parcel A.
d. Reciprocal Easements. The parties intend that the Option Parcel, Parcel A and the
westerly part of Outlot B, Arboretum Business Park Second Addition, shall share a
common access point to State Highway No. 41 and a common access point to West
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82nd Street, and that the City and CGPLP shall grant reciprocal easements for that
purpose to one another, subject to the following terms and conditions:
i) The access to West 82nd Street shall be in the approximate location
designated in Exhibit B attached hereto and incorporated herein by reference.
ii) It is the parties' intent that the access to State Highway No. 41 shall be it the
same approximate location as the existing driveway access for the residences
located on the City Land. However, in the event the State of Minnesota
Department of Transportation ("MnDot") requires, in connection with
development of the Gas/Convenience Project, that the driveway access to
State Highway No. 41 be moved to the north, the City agrees it shall allow
such new access point to be established, and the City shall convey and grant
to CGPLP, at no cost to CGPLP, a permanent, nonexclusive easement for
driveway purposes over the Option Parcel twenty-six (26) feet in widZh for
the purpose of access to State Highway No. 41 by means of the new access
point designated by MnDot. Said easement shall be an appurtenant easement
for the benefit of Parcel A and Octlot B, Arboretum Business Park Second
Addition, and CGPLP's right to obtain said easement shall be memorialized
in the Easement Agreement establishing the easement identified in
Subparagraph 1., d., iii), below. CGPLP or the developer of the
Gas/Convenience Project shall be responsible for all costs associatedi with
constructing the new access to State Highway No, 41.
iii) CGPLP agrees to convey and grant to the City a permanent, nonexclusive
driveway easement twenty-six (26) feet in width over Parcel A and Outlet B,
Arboretum Business Park Second Addition, for access to West 82nd Street.
In addition,if the access point to State Highway No.41 designated by MnDot
is south of the north line of Parcel A, said easement to be granted to th0 City
shall also provide access to such access point to State Highway No, 41. Said
easements to be granted to the City shall be appurtenant easements for the
benefit of the Option Parcel only, and shall be located in the shaded easement
area depicted in Exhibit B attached hereto.
2. Agreement to Exchange and Additional Consideration. The total consideration
due to CGPLP for the conveyance of Parcel B and the driveway easements described in Section 1
of this Agreement to the City shall be the transfer and conveyance to CGPLP of Parcel A and the
reciprocal, nonexclusive driveway easement to CGPLP from the City, as described in Section 1 of
this Agreement. The total consideration due to the City for the transfer and conveyance of Parcel
A and the reciprocal, nonexclusive driveway easement described in Section 1 of this Agreement to
CGPLP shall be: a) the transfer and conveyance to the City of Parcel B and the reciprocal,
nonexclusive driveway easements described in Section 1 of this Agreement from CGPLP; and b)the
sum of$63,000.00, all of which shall be payable, in cash, on the Closing Date stated in Section 4
of this Agreement.
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JUN-17-1998 14.03 Vesely Miller P.012/026
3. Contingencies.
a. Contingencies for the Benefit of CGPLP. The obligations of CGPLP under this
Agreement are subject to and contingent upon each of the following contingencies:
i) Representations and Warranties. The representatives and warranties cif the
City contained in this Agreement must be true now and on the Closing Date
as if made on the Closing Date.
ii) Title. Title to Parcel A shall have been found acceptable, or been made
acceptable, in accordance with the requirements and terms of Section 6 of
this Agreement,
iii) Soil Tests. CGPLP shall have determined, on or before the Closing Date,
that it is satisfied with the results of and matters disclosed by such soil ;tests
of the Parcel A as CGPLP may deem necessary, all such tests to be obtained
at CGPLP's sole cost and expense. The City shall deliver to CGPLP all soil
tests and other inspections,reviews and reports pertaining to the Parcel A that
are in the City's possession or control or have been previously prepared on
the City's behalf.
iv) Environmental Assessment. CGPLP shall have received, on or before the
Closing Date, a Phase I Environmental Assessment or other reports prepared
by an environmental engineer acceptable to CGPLP. Said Environmental
Assessment or other reports of Parcel A is to be obtained at CGLPL's'sole
cost and expense. On or before the Closing Date, CGPLP shall have
determined that all matters disclosed by the Phase I Environmental Assess-
ment or other reports are acceptable to CGPLP in CGPLP's sole discretion.
v) Plat Approval. On or before the Closing Date,the City shall have obtained
final approval of a plat or subdivision of the City Property and satisfied all
governmental requirements and conditions for the execution, release and
recordation of such plat or subdivision, all at the City's sole expense, such
that Parcel A can be conveyed to CGPLP as a separate tax parcel and the
Warranty Deed to CGPLP identified in Section 4 of this Agreement can be
recorded. The City shall proceed with due diligence to obtain approval of
such plat or subidivision.
If any of the above contingencies have not been satisfied on or before the applicable date(s)
stated above, then this Agreement may be terminated, at CGPLP's option, by written notice
from CGPLP to the City. Such notice of termination may be given at any time on or before
the applicable date(s) stated above. Upon such termination, the obligations of CGPLP to
acquire Parcel A pursuant to this Agreement shall become null and void and neither party
will have any further rights or obligations regarding the transfer of Parcel A to CGPLP. The
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JUN-1?-1998 14:04 Vesely Miller
P.013/026
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contingencies set forth in this Paragraph 3, a. are specifically stated and agreed to be fot the
sole and exclusive benefit of CGPLP and CGPLP shall have the right to unilaterally vkiaive
any contingency by written notice to the City.
•
The City shall allow CGPLP, and CGPLP's agents, access to Parcel A without charge and
at all reasonable times for the purpose of CGPLP's investigation and testing. CGPLP shall
pay all costs and expenses of such investigation and testing, except as herein otherwise
expressly stated, and shall hold the City and Parcel A harmless from all costs and liabilities
relating to CGPLP's activities. CGPLP shall further repair and restore any damage to th4 real
property caused by or occurring during CGPLP's testing and return Parcel A to substantially
the same condition as existed prior to such entry.
b. Contingencies for the Benefit of the City. The obligations of the City under this
Agreement are subject to and contingent upon each of the following contingencies:
i) Representations and Warranties. The representatives and warranties of
CGPLP contained in this Agreement must be true now and on the Closing
Date as if made on the Closing Da;,r.
ii) Title. Title to Parcel B shall have been found acceptable, or been made
acceptable, in accordance with the requirements and terms of Section 6 of
this Agreement.
iii) Plat Approval, On or before the Closing Date, CGPLP shall have obtained
final approval of the plat of Arboretum Business Park, Second Addition.
i
If any of the above contingencies have not been satisfied on or before the applicable date(s)
stated above, then this Agreement may be terminated, at the City's option,by written notice
from the City to CGPLP. Such notice of termination may be given at any time on or before
the applicable date stated above. Upon such termination,this Agreement shall become null
and void and neither party will have any further rights or obligations regarding, this
Agreement, Parcel A, Parcel B or the easements described in Section 1 of this Agreement.
The contingencies set forth in this Paragraph 3,b, are specifically stated and agreed to bye for
the sole and exclusive benefit of the City and the City shall have the right to unilaterally
waive any contingency by written notice to CGPLP.
CGPLP shall allow the City, and the City's agents,access to Parcel B without charge and at
all reasonable times for the purpose of the City's investigation and testing.The City shall pay
all costs and expenses of such investigation and testing, except as herein otherwise expressly
stated,and shall hold CGPLP and Parcel B harmless from all costs and liabilities relat"'g to
the City's activities. The City shall further repair and restore any damage to the real pro rty
caused by or occurring during the City's testing and return Parcel B to substantially the , e
condition as existed prior to such entry.
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4. Closing. The closing of the exchange transactions described in this Agreement(shall
occur simultaneously on June 26, 1998 (the "Closing Date"). The Closing shall take place t the
office of the title insurance company issuing the Title Insurance Commitments described in Se tion
6 of this Agreement or at such other location as shall be mutually determined by the Cit , and
CGPLP. Possession of the Parcel A and Parcel B shall be delivered on the Closing Date.
a. City's Closing Documents. On the Closing Date, the City shall execute and/or
deliver to CGPLP the following(collectively, "City's Closing Documents"):
1
i) Warranty Deed. A Warranty Deed conveying the Parcel A to CGPLP free
and clear of all encumbrances, except the Permitted Encumbrances hereafter
defined.
ii) Seller's Affidavit. An Affidavit of Title by the City(Uniform Conveyancing
Blanks Form No, 116-M) indicating that on the Closing Date there are no
outstanding, unsatisfied judgments, tax liens or bankruptcies against or
involving the City or Parcel A; that there has been no skill, labor or material
furnished to Parcel A for which payment has not been ;made or for'yhich
mechanics' liens could be filed; and that there are no other unrecgrded
interests in Parcel A,together with whatever standard owner's affidavit and/or
indemnity(ALTA Fenn) which may be required by the title insurer to issue
an Owner's Policy of Title Insurance with the standard exceptions waived.
iii) FIRPTA Affidavit. A non-foreign affidavit, properly executed and in
recordable form, containing such information as is required by IRC Section
1445(b)(2) and its regulations.
iv) Owners' Duplicate Certificate of Title or Abstract. The Owners'
Duplicate Certificate(s) of Title or Abstract of Title regarding Parcel A,
provided,if Parcel A is subject to a Master Abstract and no separate Abstract
of Title is in the City's possession for Parcel A,the City shall not be required
to provide a separate Abstract of Title to CGPLP.
•
v) IRS Reporting Form. The appropriate Federal Income Tax reporting Form,
if any is required.
vi) Easement Agreement. An Easement Agreement granting to CGPLP the
nonexclusive, reciprocal driveway easement described in Paragraph 1, d. of
this Agreement, which Easement Agreement shall contain terms and
conditions mutually acceptable to the City and CGPLP.
vii) Right of First RefusaLA.eeme',t. The Right of First Refusal Agreement
identified in Section 20 of this Agreement.
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1
viii) Other Documents. All other documents reasonably determined by CGPLP
to be necessary to transfer Parcel A to CGPLP free and clear of all enqum-
brances, except the Permitted Encumbrances defined below.
b. CGPLP's ClosingDocuments. On the Closing Date, CGPLP shall execute and/or
deliver to the City the following (collectively, "CGPLP's Closing Documents"):
i) Warranty Deed. A Warranty Deed conveying the Parcel B to the City,free
and clear of all encumbrances, except the Permitted Encumbrances hereafter
defined. •
1
ii) Additional Consideratj n. Upon the transfer of Parcel A to CGPL11, the
$63,000.00 additional payment due to the City, as specified in Section 2 of
this Agreement,by cashier's check or wire transfer to be delivered to the City
on the Closing Date.
iii) Seller's Affidavit. An Affidavit of Title by CGPLP(Uniform Conveyancing
Blanks Form No. 116-M) indicating that on the Closing Date there are no
outstanding, unsatisfied judgments, tax liens or bankruptcies again t or
involving CGPLP or Parcel B; that there has been no skill, labor or ma erial
furnished to Parcel B for which payment has not been ;made or for which
mechanics' liens could be filed; and that there are no other unrecorded
interests in Parcel B,together with whatever standard owner's affidavit and/or
indemnity (ALTA Form)which may be required by the title insurer to issue
an Owner's Policy of Title Insurance with the standard exceptions waived.
iv) FIRPTA Affidavit. A non-foreign affidavit, properly executed and in
recordable form, containing such information as is required by IRC Section
1445(b)(2) and its regulations.
v) Owners' Duplicate Certificate of Title or Abstract. The Owners'
Duplicate Certificate(s) of Title or Abstract of Title regarding Parcel B,
provided, if Parcel B is subject to a Master Abstract and no separate Abstract
of Title is in CGPLP's possession for Parcel B,CGPLP shall not be required
to provide a separate Abstract of Title to CGPLP.
vi) IRS Reporting Form. The appropriate Federal Income Tax reporting fprm,
if any is required.
vii) Easement Agreements. An Easement Agreement granting to the City the
nonexclusive,reciprocal driveway easement described in Paragraph 1,d. of
this Agreement. CGPLP and the City shall also execute and deliver tc one
another an Easement Agreement establishing the Temporary Easemenj and
Permanent Easement described in Paragraph 1, c. of this Agreement. ',Said
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JUN-17-1998 14:05 Vesely Miller P.016/026
Easement Agreement shall contain terms and conditions mutually acceptable
to the City and CGPLP, provided, however such Easement Agreement shall
contain the following provisions regarding the cost of construction, repair,
maintenance and snow removal of the temporary or permanent driveway
improvements constructed within said Easements:
aa) The City shall be solely responsible for the repair, maintenancl and
snow removal of temporary driveway improvements constructed
within the Temporary Easement.
bb) The cost of construction of driveway improvements within the
Permanent Easement shall be allocated between the parties as
provided in Subparagraph 1., c., ii), above.
cc) The owners of Lots 1 and 2 shall be responsible for snow removal
from the permanent driveway improvements constructed within the
Permanent Easement, provided the City shall maintain, repair and be
responsible for snow ren:^val from any driveway improverlients
constructed within the Permanent Easement that are not within the
parking and driveway improvements required to be constructed in
connection with the development of Lots 1 and 2, Block 2. CGPLP
and its successors shall not be obligated to pay the City for any snow
removal, maintenance or repair work performed by the City within
said permanent, nonexclusive driveway easement.
viii) Right of First Refusal Agreement, The Right of First Refusal Agreement
identified in Section 20 of this Agreement,
ix) Other Documents. All other documents reasonably determined by the;City
to be necessary to transfer Parcel B to the City free and clear of all encum-
brances, except the Permitted Encumbrances.
5. Prorations. The City and CGPLP agree to the following prorations and allocation
of costs regarding this Agreement:
a. Title insurance and Closing Fee. The City will pay all costs of providing the Title
Commitment covering Parcel A and the easements to be granted to CGPLP. CGPLP
shall pay all costs of providing the Title Commitment covering Parcel B and the
easements to be granted to the City. Each party will pay the premium required for
the issuance of an Owner's Title Insurance Policy to that party for Parcel A or 1?larcel
B, as the case may be. The City and CGPLP will each pay one-half of any
reasonable and customary closing fee or charge imposed by the title insuiance
company issuing such title insurance.
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b. Real Estate Taxes.
i) On or before the Closing, the City shall pay all real estate taxes, an any
penalties and interest thereon due and payable with respect to Parcel ,A in
1998 and all years prior to the year of Closing. The City shall also pay all
deferred taxes (including so-called "Green Acres" taxes) attributable to any
period of time prior to the Closing Date. CGPLP shall pay all real estate
taxes due and payable with respect to Parcel A in 1999 and subsequent years.
ii) On or before the Closing, CGPLP shall pay all real estate taxes, an any
penalties and interest thereon due and payable with respect to Parcel in
1998 and all years prior to the year of Closing. CGPLP shall also pay all
deferred taxes (including so-called "Green Acres" taxes) attributable to any
period of time prior to the Closing Date, The City shall pay all real estate
taxes due and payable with respect to Parcel B in 1999 and subsequent years.
c. Special Assessments.
CGPLP shall assume all special assessments levied,pending or otherwijse of
record against Parcel A as of the Closing Date, provided the City represents
to CGPLP that there shall be no special assessments levied, pending or
otherwise of record against Parcel A as of the Closing Date other than the
special assessments to be transferred to Parcel A pursuant to Subparagraph
5, c., ii.,below. Installments of special assessments, if any, due and payable
in the year 1997 shall be paid by the City. Special assessments due and
payable in the year 1998 shall be allocated between the parties as follow': aa)
First, the total of the 1998 special assessment installments due and parable
with respect to the City Property shall be divided by the total number of
square feet within the City Property and the amount so determined shall be
multiplied by the total number of square feet within Parcel A. bb) Second,
the amount of the 1998 special assessment installments so allocated to Parcel
A shall then be pro rated between CGPLP and the City to the Closing Date.
i
ii. The City and CGPLP acknowledge and agree that any and all sclecial
assessments, whether levied, pending or otherwise of record, against Parcel
B as of the Closing Date shall be transferred to and assessed against Parcel
A, the City shall take all necessary actions to effect such transfer and CGPLP
shall accept Parcel A subject to such assessments. Installments of special
assessments, if any, due and payable in the year 1997 shall be paid by
CGPLP. Special assessments due and payable in the year 1998 shr.11 be
allocated between the parties as follows:
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JUN-17-199e 14:05 Vesely Miller P.018/026
. I
aa) First, the total of the 1998 special assessment installments du and
payable with respect to Outlot E shall be divided by the total number
of square feet within Outlot E and the amount so determined shall be
multiplied by the total number of square feet within Parcel B.
•
bb) Second, the amount of the 1998 special assessment installmerts so
allocated to Parcel B shall then be pro rated between CGPLP and the
City to the Closing Date.
1
d. Recording Costs. The City will pay the cost of recording all documents necesary
to place record title to Parcel A in the condition warranted by the City in this
Agreement. CGPLP will pay the cost of recording the Warranty Deed conveying
Parcel A to CGPLP. CGPLP will pay the cost of recording all documents necessary
to place record title to Parcel B in the condition warranted by CGPLP in this
Agreement. The City will pay the cost of recording the Warranty Deed conveying
Parcel B to the City. The parties will share equally in the cost of recording all 3ther
documents.
I
1
6. Title Examination. Title Examination will be conducted as follows:
a. Title Evidence. The City shall deliver to CGPLP a Commitment("Parcel A'Title
Commitment") for an ALTA Owner's Policy of Title Insurance committing to insure
title to Parcel A,in the amount of S 150,000.00,issued by Commercial Partners;Title
LLC as agent for Chicago Title Insurance Company (the "Title Company"). C PLP
shall deliver to the City a Commitment("Parcel B Title Commitment")for an ATA
Owner's Policy of Title Insurance committing to insure title to Parcel B, in the
amount of S150,000.00, issued by the Title Company. The Parcel A 'Title
Commitment and the Parcel B Title Commitment,respectively, shall also cover the
status of title to the City Property and Outlot E which are to be subject to the
easements described in Section 1 of this Agreement. The Parcel A Title Cor�lrnit-
ment and the Parcel B Title Commitment will commit the Title Company to i!isure
title to Parcel A and Parcel B, as the case may be, subject only to the Permitted
Encumbrances (defined in Paragraph 6, b_ of this Agreement) and shall include a
Special Assessment Search and be accompanied by copies of each document
evidencing liens and encumbrances affecting Parcel A and Parcel B, as the case may
be.
i
b. Objections to Title. Within ten (10) days after receiving the Parcel A ;Title
Commitment, CGPLP will make written objections ("Objections")to any exception
to title identified in the Parcel A Title Commitment that makes title to Par el A
unmarketable. Within ten (10) days after receiving the Parcel B Title Commi ent,
the City will make written objections ("Objections") to any exception to title
identified in the Parcel B Title Commitment that makes title to Parcel B unmarket-
able. Failure by the City or CGPLP, as the case may be, to make Objections within
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JUN-17-1998 14:06 Vesely Miller P.019/026
•
the ten-day time period specified in the preceding two sentences will constitute a
waiver of Objections. Any matter shown on the Parcel A Title Commitment or th0
Parcel B Title Commitment and not objected to by the City or CGPLP, as the cas
may be, shall be a"Permitted Encumbrance" hereunder. In addition,the followin
shall be "Permitted Encumbrances" affecting Parcel B and may not be objected to by
the City: i) Development Contract/PUD Agreement between Seller and the City of
Chanhassen,Minnesota,recorded as Carver County Recorder Document No.215748;
ii) Addendum A to Arboretum Business Park Development Contract/PUP
Agreement dated September 22, 1997; iii) the drainage and utility easements to b
dedicated in the Plat of Arboretum Business Park, Second Addition; and ivr)
Addendum"B" to Arboretum Business Park Development Contract/PUD Agreement
to be entered into between the City and CGPLP. The City and CGPLP shalt each
have sixty (60) days after receipt of the Objections from the other party to cure the
Objections, during which period the Closing will be postponed as necessary. The
City or CGPLP shall use best efforts to correct any Objections. If the Objections are
not cured within such sixty-day period,the City or CGPLP, as the case may be, will
have the option to do any of the following: •
i. Terminate this Agreement by written notice to the other party whereupon this
Agreement shall become null and void and neither party shall have any
further obligations hereunder.
ii. Waive the Objections and proceed to close.
c. Title Policy. At closing, the City and CGPLP shall each receive the Title Policy
("Title Policy")issued by the Title Company pursuant to the Parcel A Commitment
and Parcel B Commitment, or a suitably marked-up Commitment initialed by the
Title Company undertaking to issue such a Title Policy in the form required by said
commitments as approved by the City and CGPLP, respectively.
7. Representations and Warranties,
a. The City represents and warrants to CGPLP as follows:
i. Title to Property. Subject to the terms and conditions of this Agreement,thr
City shall, on the Closing Date, have marketable title to Parcel A, free and
clear of all encumbrances except the Permitted Encumbrances.
ii.. Leaseg. There are no leases or possessory rights of others affecting Parcel A
to which the City is a party.
iii. Environmental Lays. To the best knowledge of the City, no toxic it
hazardous substances or wastes, pollutants or contaminants (including,
without limitation, asbestos, urea formaldehyde, the group of organic
c:\fi e\chnI a\ez hange.chn 12
JUN-17-1998 14:06 Vesely Miller P.020/026
compounds known as polychlorinated biphenyls, petroleum products
including gasoline, fuel oil, crude oil and various constituents of $uch
products, and any hazardous substance as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), 42 U.S.C. Section 9601-9657, as amended) have keen
generated, treated, stored, released or disposed of, or otherwise pl ced,
deposited in or located on Parcel A,nor has any activity been undertake *on
Parcel A that would cause or contribute to (i)Parcel A to become a treatr>ient,
storage or dizposal facility within the meaning of, or otherwise bring Parcel
A within the ambit of,the Resource Conservation and Recovery Act of 1976
("RCRA"), 42 U.S.C. Section 6901 et seq., or any similar state law or local
ordinance, (ii) a release or threatened release of toxic or hazardous wastes or
substances,pollutants or contaminants,from Parcel A within the meaninlg of,
or otherwise bring Parcel A within the ambit of, CERCLA, or any sit filar
state law of local ordinance, or (iii)the discharge of pollutants of effluents
into any water source or system, the dredging or filling of any waters or the
discharge into the air of any emissions,that would require a permit under the
Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., dr the
Clean Air Act, U.S.C. Section 7401 et seq., or any similar state law or local
ordinance, To the best knowledge of the City, there are no substances or
conditions in or on Parcel A that may support a claim or cause of action
under RCRA, CERCLA or any other federal, state or local environmental
statutes, regulations, ordinances or other environmental regulatory require-
ments, including without limitation,the Minnesota Environmental Response
and Liability Act, Minn. Stat. 11SB ("MERLA") and the Minnesota
Petroleum Tank Release Cleanup Act, Minn. Stat. 115C. To the best
knowledge of the City,no aboveground or underground tanks, are located in
or about Parcel A, or have been located under, in or about Parcel A and have
subsequently been removed or filled. `(
iv. Water Wells and Septic Systems. To the best of the City's knowledge,no
water wells, septic or sewage systems exist on or under Parcel A or have
existed on or under Parcel A.
v. Rights of Others to Purchase Property. The City has not entered intq any
other contracts for the sale of Parcel A,nor are there any rights of first rer'usal
or options to purchase Parcel A or any other rights of others that !Tight
prevent the consummation of this Agreement.
vi. FIRPTA. The City is not a"foreign person", "foreign partnership", "foreign
trust" or "foreign estate" as those terms are defined in Section 1445 df the
Internal Revenue Code.
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JUN-17-1998 14:e7 Vesely Miller P.021/026
i
vii. Proceedings. There is no action, litigation, investigation, condemnation or
proceeding of any kind pending or to the best knowledge of the City,
threatened against the City or any portion of Parcel A.
1
The City will indemnify CGPLP, its successors and assigns, against, and will old
CGPLP, its successors and assigns, harmless from, any expenses or dam ges,
including reasonable attorneys' fees, that CGPLP incurs because of the breach o any
of the above representations and warranties,whether such breach is discovered before
or after Closing. Each of the representations and warranties herein contained shall
survive the Closing. Except as herein expressly stated, CGPLP is purchasing Parcel
A based upon its own investigation and inquiry and is not relying on any representa-
tion of the City or other person and is agreeing to accept and purchase Parcel A "as
is,where is" subject to the conditions of examination herein set forth and the express
warranties herein contained. 1
b. CGPLP represents and warrants to the City as follows:
i. Title to Property. Subject to the 'erms and conditions of this Agreement,
CGPLP shall, on the Closing Date,have marketable title to Parcel B,free and
clear of all encumbrances except the Permitted Encumbrances.
ii.. Leases. There are no leases or possessory rights of others affecting Parel B
to which CGPLP is a party.
iii. Environmental Laws. To the best knowledge of CGPLP, no toxic or
hazardous substances or wastes, pollutants or contaminants (including,
without limitation, asbestos, urea formaldehyde, the group of organic
compounds known as polychlorinated biphenyls, petroleum products
including gasoline, fuel oil, crude oil and various constituents of!such
products, and any hP7Ardous substance as defined in the Comprehe{isive
Environmental Response, Compensation and Liability Act of :1980
("CERCLA"), 42 U.S.C. Section 9601-9657, as amended) have 'been
generated, treated, stored, released or disposed of, or otherwise placed,
deposited in or located on Parcel B, nor has any activity been undertaken on
Parcel B that would cause or contribute to (i)Parcel B to become a treatment,
storage or disposal facility within the meaning of, or otherwise bring Parcel
B within the ambit of,the Resource Conservation and Recovery Act of 4976
("RCRA"), 42 U.S.C. Section 6901 et seq„ or any similar state law orllocal
ordinance, (ii) a release or threatened release of toxic or hazardous wastes or
substances,pollutants or contaminants, from Parcel B within the meaning of,
or otherwise bring Parcel B within the ambit of, CERCLA, or any similar
state law of local ordinance, or (iii) the discharge of pollutants of effluents
into any water source or system, the dredging or filling of any waters or the
discharge into the air of any emissions,that would require a permit under the
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JUN-17-1998 14:07 Vesely Miller P.022/026
Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., or the
Clean Air Act,U.S.C. Section 7401 et seq., or any similar state law or local
ordinance. To the best knowledge of CGPLP, there are no substances or
conditions in or on Parcel B that may support a claim or cause of action under
RCRA, CERCLA or any other federal, state or local environmental statutes,
regulations, ordinances or other environmental regulatory requirements,
including without limitation, the Minnesota Environmental Response and
Liability Act, Minn. Stat. 115B ("MERLA") and the Minnesota Petro um
Tank Release Cleanup Act, Minn. Stat. 115C. To the best knowled a of
CGPLP,no aboveground or underground tanks,are located in or about P. cel
B, or have been located under, in or about Parcel B and have subsequently
been removed or filled.
iv. Water Wells and Septic Systems. To the best of CGPLP's knowledge, no
water wells, septic or sewage systems exist on or under Parcel B or have
existed on or under Parcel B. I�
v. its of Others to Purchase Property. CGPLP has not entered intd any
other contracts for the sale of Parcel B, nor are there any rights of first refusal
or options to purchase Parcel B or any other rights of others that might
prevent the consummation of this Agreement.
vi. FIRPTA. CGPLP is not a "foreign person", "foreign partnership", "foreign
trust" or "foreign estate" as those terms are defined in Section 1445 of the
Internal Revenue Code,
vii. Proceedings. There is no action, litigation, investigation, condemnation or
proceeding of any kind pending or to the best knowledge of CGPLP,
threatened against CGPLP or any portion of Parcel B.
CGPLP will indemnify the City,its successors and assigns,against,and will hold the
City, its successors and assigns,harmless from, any expenses or damages, inchiding
reasonable attorneys' fees, that the City incurs because of the breach of any of the
above representations and warranties, whether such breach is discovered before or
after Closing. Each of the representations and warranties herein contained shall
survive the Closing. Except as herein expressly stated,the City is purchasing Parcel
B based upon its own investigation and inquiry and is not relying on any representa-
tion of CGPLP or other person and is agreeing to accept and purchase Parcel $ "as
is,where is" subject to the conditions of examination herein set forth and the express
warranties herein contained. f
1
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JUN-17-1998 14:07 Vesely Miller P.023/026
•
8. Condemnation.
a. Parcel A. If,prior to the Closing Date,eminent domain proceedings are commenced
against all or any part of Parcel A,the City shall immediately give notice to CGPLP
of such fact and at CGPLP's option(to be exercised within thirty (30) days after the
City's notice), this Agreement shall terminate, in which event neither party will bave
further obligations under this Agreement. If CGPLP shall fail to give such notice
then there shall be no reduction in the Purchase Price, and the City shall assign to
CGPLP at the Closing Date all of the City's right, title and interest in and to'any
award made or to be made in the condemnation proceedings. Prior to the Closing
Date,the City shall not designate counsel, appear in, or otherwise act with respect to
the condemnation proceedings without CGPLP's prior written consent.
b. Parcel B. If,prior to the Closing Date,eminent domain proceedings are commenced
against all or any part of Parcel B, CGPLP shall immediately give notice to the!City
of such fact and at the City's option(to be exercised within thirty (30) days after the
City's notice),this Agreement shall terminate, in which event neither party will lave
further obligations under this Agreement. If the City shall fail to give such ntice
then there shall be no reduction in the Purchase Price, and CGPLP shall assign to the
City at the Closing Date all of CGPLP's right,title and interest in and to any aivard
made or to be made in the condemnation proceedings. Prior to the Closing Date,
CGPLP shall not designate counsel, appear in, or otherwise act with respect to the
condemnation proceedings without the City's prior written consent.
9. Broker's Commission. The City and CGPLP represent and warrant to each i.ther
that they have dealt with no brokers, real estate agents, finders or the like in connection with this
transaction other than Steiner Development, Inc., which is an agent for CGPLP. CGPLP shall be
solely responsible for any fees or commissions due to Steiner Development, Inc. The City and
CGPLP agree to indemnify each other and to hold each other harmless against all claims, damages,
costs or expenses of or for any brokers' fees or commissions resulting from their actions or
agreements regarding the execution or performance of this Agreement, and will pay all colts of
defending any action or lawsuit brought to recover any such fees or commissions incurred by the
other party, including reasonable attorneys' fees.
10. Assignment. Neither party may assign its rights under this Agreement without the
prior written consent of the other party, which consent shall not be unreasonably withheld.
11. Survival. All of the terms of this Agreement will survive and be enforceable after
the Closing.
12. Notices. Any notice required or permitted to be given by any party upon the I ther
is given in accordance with this Agreement if it is in writing and delivered personally to the C ty or
CGPLP or if mailed to either City or CGPLP in a sealed wrapper by first class United States Mail
addressed as follows:
c:\filc\chaska\cxchangc cha 16
JUN-17-1998 14:08 Vesely Miller P.024/026
If to the City: City of Chanhassen
Attention: Charles Folch
1591 Park Road
Chanhassen, Minnesota 55317
With a copy to: Thomas Campbell
Campbell Knutson
317 Eagandale Office Center
1380 Corporate Center Curve
Eagan, Minnesota 55121
If to CGPLP: Chaska Gateway Partners Limited Partnership
c/o Steiner Development, Inc., General Partner
Attention: Frederick Richter or Thomas Kordonowy
3610 South Highway 101
Wayzata, Minnesota 55391
With a copy to: Jeremy S. Steiner
Vesely, Miller & Steiner, P.A.
400 Norwest Bank Building
1011 First Street South
Hopkins, Minnesota 55343
Mailed notices shall be deemed effective two (2)business days after the date of mailing. Any party
may change its address for the service of notice by giving written notice of such change to the other
party, in any manner above specified, ten (10) days prior to the effective date of such changer
13. Captions. The paragraph headings or captions appearing in this Agreement ae for
convenience only, are not a part of this Agreement and are not to be considered in interpreting this
Agreement. •
14. Entire Agreement; Modification. This written Agreement constitutes the complete
agreement between the parties and supersedes any prior oral or written agreements between the
parties regarding the Property. There are no verbal agreements that change this Agreement wild no
waiver or modification of any of its terms will be effective unless in a writing executed by the
parties.
15. Binding Effect. This Agreement binds and benefits the parties and their successors
and assigns.
16. Controlling Law. This Agreement has been made under the laws of the State of
Minnesota, and such laws will control its interpretation.
clfilc\chaska\cacchange.cha 17
JUN-17-1998 14:08 Vesely Miller P.025/026
17. Remedies. •
a. Default by City. If the City defaults under this Agreement, CGPLP shall hav4 the
right to terminate this Agreement by giving written notice to the City. If the pity
fails to cure such default within thirty (30) days of the date of such notice, this
Agreement will terminate. This provision does not preclude CGPLP from seeking
and recovering from the City damages for nonperformance and/or specific
performance of this Agreement.
•
b. Default by CGPLP. If CGPLP defaults under this Agreement,the City shall have
the right to terminate this Agreement by giving written notice to CGPLP. If CGPLP
fails to cure such default within thirty (30) days of the date of such notice,i this
Agreement will terminate. This provision does not preclude the City from seeking
and recovering from CGPLP damages for nonperformance and/or specific
performance of this Agreement.
18. ThitdParty_Beneficiarx. There are no third party beneficiaries of this Agreement,
intended or otherwise.
19. No Joint Venture or Partnership. The City and CGPLP, by entering intcj this
Agreement and completing the transactions described herein, shall not be considered joint venturers
or partners.
20. Option and Right of First Refusal, In consideration of the undertakings and
agreements of CGPLP in this Agreement,the City agrees that it shall grant to CGPLP an irrevocable
option and right of first refusal to purchase the Option Parcel, upon the following terms and
conditions:
a. No payment shall be due to the City for the granting of the option and right of first
refusal other than the performance of the undertakings and agreements of CGPLP as
stated in this Agreement.
b. The purchase price for the Option Parcel, in the event CGPLP elects to exercise the
option and right of first refusal to purchase, shall be the lesser of i) $2.78 per square
foot; or ii) the per square foot price at which the City proposes to sell the Option
Parcel to a third party.
c. The term of the option and right of first refusal (the "Term") shall commence on the
date of closing of the transfer of Parcel A to CGPLP (the "Commencement Date").
The Term shall terminate in all respects at midnight on the date (the "Termination
Date") which is the fifth anniversary date of the Commencement Date.
e:1fi l c 1c11 at k apex c h an ge.c h u
18
JUN-17-1998 14:08 Vesely Miller P.026/026
d. On the Closing Date, the City shall execute and deliver to CGPLP a Right of irst
Refusal Agreement in form and content substantially identical to Exhibit C atta hed
hereto and incorporated herein by reference.
21. Removal of Structures and Ilnprovements.
a. parcel A. Prior to the Closing Date,the City shall, at its sole expense, remov all
personal property,buildings, structures and debris from Parcel A.
b. Parcel B. Prior to the Closing Date, CGPLP shall, at its sole expense, remove all
personal property,buildings, structures and debris from Parcel B.
The City and CGPLP have executed this Agreement effective as of the date first written
above.
Dated: , 1998 City of Chanhassen, Minnesota
By
Its
By
Its
Dated: , 1998 Chaska Gateway Partners Limited Partnership
• i
By Steiner Development, Inc_,
General Partner
By
Its
• i
c:\filelehaska\exchange.cha 19 I
TOTAL P.026
EXHIBIT A
_:•
I 1 Iz n
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C) I I----Is
._ I BLOCKII 2
I i ... IIT .. ..$ . . ..
1.0• l ,L - - 322.07� s... — J. LL 7 '343,01 I
I N89'15'57"W T 5 89'15'S7' E 288.3J • at to
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EXHIBIT C
OPTION AND RIGHTOF FIRST REFUSAL AGREEMENT
This Option and Right of First Refusal Agreement (this "Agreement") dated as of the
day of , 1998, by and between The City of Chanhassen, a
municipal corporation under the laws of Minnesota (the "City") and Chaska Gateway Partners
Limited Partnership, a Minnesota limited partnership ("CGPLP").
RECITALS
A. The City is the fee owner of certain real property (the "Property") located in Carver
County, Minnesota, legally described as follows:
B. Pursuant to a Real Estate Exchange Agreement dated
1998,(the "Exchange Agreement")CGPLP has agreed: i)to transfer certain real property owned by
CGPLP(designated as Parcel B in the Exchange Agreement)to the City in exchange for the transfer
to CGPLP of certain real property (designed as Parcel A in the Exchange Agreement) to CGPLP;
and ii)pay the City the sum of$63,000.00, in cash, at the time of the exchange of said Parcel A for
said Parcel B.
C. In consideration of the agreement by CGPLP to enter into the Exchange Agreement,
to exchange Parcel B for Parcel A and to pay the City $63,000.00, the City has agreed to enter into
this Agreement and grant the Right of First Refusal (hereinafter defined) to CGPLP.
c:\fil e\chaska\option.cha
NOW,THEREFORE,in consideration of the foregoing Recitals and of the mutual covenants
and agreements herein contained, it is agreed as follows:
1. Incorporation of Recitals. Recital Paragraphs A-C, above, are incorporated in and
made a part of this Agreement in their entirety.
2. Grant of Right of First Refusal. The City hereby grants to CGPLP the exclusive,
irrevocable option and right of first refusal(the"Right of First Refusal"),to be exercised on or before
the end of the Term stated in Paragraph 7 of this Agreement,to purchase the Property subject to the
terms and conditions of this Agreement.
3. Consideration for Grant of Right of First Refusal. The City agrees there shall be
no cash payment due the City for the granting of the Right of First Refusal other than the$63,000.00
cash payment due to the City at the time of closing of the transaction described in the Exchange
Agreement. The consideration for this Agreement and the granting of the Right of First Refusal is
the agreement by CGPLP to exchange Parcel B (as described in the Exchange Agreement)for Parcel
A (as described in the Exchange Agreement) and to pay the City the additional amount of
$63,000.00.
4. Purchase Price. The purchase price for the Property (the "Purchase Price") in the
event CGPLP exercises the Right of First Refusal, shall be the lesser of i) $2.78 per square foot; or
ii) the per square foot price at which the City proposes to sell the Property to a third party.
5. Exercise of Right of First Refusal. If,during the Term, i) the City proposes to sell
the Property to a third party, or ii) the City wishes to offer the Property to CGPLP, regardless of
whether the City proposes to sell the Property to a third party, the City shall deliver to CGPLP the
Purchase Agreement, in triplicate, attached hereto as Exhibit A ("Purchase Agreement"), duly
c:\filelchaska\option.cha 2
executed by the City. The purchase price for the Property stated in the Agreement shall be
determined in accordance with Paragraph 4 of this Agreement, and shall be accompanied by a copy
of the Purchase Agreement by which the City proposes to sell the Property to a third party, which
purchase agreement shall be subject to the Right of First Refusal. The purchase agreement shall be
deemed properly delivered for all purposes if delivered in accordance with the provisions of
Paragraph 11 of this Agreement. Delivery of the Purchase Agreement to CGPLP shall constitute an
irreovcable offer by the City to sell the Property to CGPLP upon the terms and conditions stated in
the Purchase Agreement,which offer shall be open for a period of thirty (30) days from the date of
delivery of the Purchase Agreement to CGPLP. In the event CGPLP wishes to exercise the Right
of First Refusal, CGPLP shall duly execute the Purchase Agreements, returning two originals
thereof, accompanied by the earnest money check payable as specified in the Purchase Agreement,
within said thirty-day time period. The City acknowledges that it has agreed to be bound by the
terms and conditions set forth in the Purchase Agreement in the event CGPLP exercises the Right
of First Refusal. In the event CGPLP fails to execute and deliver the Purchase Agreements in the
manner and within the time period required by this paragraph, CGPLP shall be conclusively deemed
not to have accepted the City's offer and the Right of First Fefusal shall be conclusively deemed to
have been waived and shall become null and void.
b. Date of Closing. In the event CGPLP exercises the Right of First Refusal, the
closing of the purchase and sale of the Property shall be on a business day designated by CGPLP in
the Purchase Agreement(the "Closing Date") which is at least thirty (30) but no more than ninety
(90) days after the date of delivery of the Purchase Agreement to the City.
c:lfilelchaskaloption.cha 3 •
7. Term. The term of the Right of First Refusal (the "Term") shall commence on the
date of this Agreement(the "Commencement Date"). The Right of First Refusal and the Term shall
terminate in all respects at midnight on the date (the "Termination Date") which is the fifth
anniversary date of the Commencement Date. The Right of First Refusal may be exercised only
during the Term stated in this paragraph.
8. Real Estate Taxes and Assessments. In the event CGPLP exercises the Right of
First Refusal, real estate taxes and special assessments, if any, shall be paid and/or allocated as
provided in the Purchase Agreement.
. 9. Title to be Delivered. In the event CGPLP exercises the Right of First Refusal,The
City shall deliver title to the Property as specified in the Purchase Agreement. The City shall,
however, be entitled to retain an easement in the northeast corner of the Property no more than
feet in width, if necessary to gain access to the permanent driveway easement granted
to the City over Lot 2, Block 2, Arboretum Business Park, Second Addition, pursuant to the
provisions of the Exchange Agreement.
10. Entire Agreement. This Agreement contains the entire understanding of the parties
hereto with respect to the granting of the Right of First Refusal and supersedes all prior agreements
and understandings between the parties with respect thereto. In the event of any conflict between
the terms and conditions of this Agreement and the terms and conditions of the Exchange Agreement
relating to the terms of the Right of First Refusal or CGPLP's acquisition of the Property, the terms
and conditions of this Agreement shall control.
11. Notices. Any notice, request or other communication required or provided to be
given under this Agreement shall be in writing and shall be deemed to be duly given when delivered
c:\file\chaska\option.cha 4
personally to the representative of CGPLP or The City named in this paragraph or when mailed by
first class United States mail, postage prepaid, addressed as follows:
If to the City: City of Chanhassen
Attention: Charles Folch
1591 Park Road
Chanhassen, Minnesota 55317
If to CGPLP: Chaska Gateway Partners Limited Partnership
c/o Steiner Development, Inc., General Partner
Attention: Frederick Richter or Thomas Kordonowy
3610 South Highway 101
Wayzata, Minnesota 55391
or to such other address as either party, by notice given as herein provided, shall designate. Mailed
notice shall be conclusively deemed to have been delivered or given two (2) business days after the
date of mailing.
12. Binding Effect. This Agreement shall be binding on and shall inure to the benefit
of the parties hereto and the respective successors and assigns of the parties. The City represents that
it has the authority to enter into this Agreement, that the party executing this Agreement on behalf
of the City has the requisite authority to do so and that the City shall, in the event the Right of First
Refusal is exercised, have good and marketable title to the Property, subject to the terms of the
Purchase Agreement. This Agreement, and all of the rights, liabilities, obligations, restrictions and
agreements established by this Agreement, shall run with the title to the Property and shall be
binding upon the successors,assigns and transferrees of the City. The City acknowledges and agrees
that CGPLP will not have an adequate remedy at law in the.event the City violates or fails to observe
or perform the Right of First Refusal, and the City agrees CGPLP shall be entitled to obtain specific
performance or injunctive relief to enforce the Right of First Refusal.
c:lfilc\chaska\option.cha 5
13. Amendment. Modification and Waiver. No amendment, modification or waiver
of any condition, provision, or term of this Agreement shall be valid or of any effect unless made
in writing, signed by the party or parties to be bound or a duly authorized representative, and
specifying with particularity the extent and nature of such amendment, modification or waiver.
14. Severable Provisions. Each provision, section, sentence, clause, phrase, and word
of this Agreement is intended to be severable. If any provision, section, sentence, clause, phrase or
word hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
15. Captions, Headings or Titles. All headings or titles of the various paragraphs or
sections of this Agreement are inserted for convenience of reference only and shall not effect the
interpretation of this Agreement.
16. Recordation. CGPLP and the City agree this Agreement may be recorded in the
office(s) of the County Recorder and/or Registrar of Titles of Carver County, Minnesota, and the
City shall cooperate with CGPLP in effecting the recording of this Agreement. In the alternative,
at the option of CGPLP, the City and CGPLP shall execute a Memorandum of this Agreement, in
recordable form, identifying the existence of this Agreement and the Right of First Refusal, and
CGPLP's rights hereunder, and the City agrees to execute such a Memorandum upon request by
CGPLP and cooperate and assist CGPLP in effecting the recordation of such Memorandum.
17. Costs of Enforcement. In the event either CGPLP or the City initiates any litigation
or other proceeding to enforce the provisions of this Agreement, the prevailing party in such
litigation or proceeding shall be entitled to recover such prevailing party's costs, expenses and
reasonable attorneys' fees from the other party.
c:lfilelchaskaloption.cha 6
IN WITNESS WHEREOF, the parties have here caused this Agreement to be executed
effective as of the date and year first above written.
Dated: , 1998 City of Chanhassen, Minnesota
By
Its
By
Its
Dated: , 1998 Chaska Gateway Partners Limited Partnership
By Steiner Development, Inc.,
General Partner
By
Its
•
c:lfilcichaskaloption.cha 7
STATE OF MINNESOTA )
)SS
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1998, by and
, the and
,respectively of the City of Chanhassen, a municipal corporation
under the laws of Minnesota, on behalf of the corporation.
Notary Public
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
, 1998, by , the
of Steiner Development, Inc., the general partner of Chaska
Gateway Partners Limited Partnership, a limited partnership under the laws of Minnesota, on behalf
of the limited partnership.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Vesely, Miller& Steiner, P.A.
400 Norwest Bank Building
1011 First Street South
Hopkins, Minnesota 55343
c:\filc\chaskaloption.cha 8
EXHIBIT A TO RIGHT OF FIRST REFUSAL AGREEMENT
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is made as of
, between The City of Chanhassen, a municipal corporation
under the laws of Minnesota("Seller")and Chaska Gateway Partners Limited Partnership, a limited
partnership under the laws of Minnesota("Buyer").
In consideration of the teims covenants and conditions of this Agreement, Seller and Buyer
agree as follows:
1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller
real property located in Carver County, Minnesota(hereinafter referred to as the "Real Property").,
which is legally described as follows:
The Real Property shall also include all heraditaments and appurtenances thereto, easement rights
and claims against third parties concerning the Real Property and all improvements and fixtures
thereon.
2. Purchase Price and Manner of Payment. The total purchase price("Purchase
Price")to be paid by Buyer to Seller for the Real Property shall be $
and shall be payable as follows:
(a) $25,000.00, earnest money ("Earnest Money"), to be paid into an escrow account
with Commercial Partners Title LLC (the "Title Company") as escrow agent, such
earnest money to be retained by the Title Company for the benefit of the Seller and
Buyer in accordance with the provisions of this Agreement. Seller and Buyer agree
to execute an Escrow Agreement containing such terms as shall be reasonably
required by the Title Company in connection with the payment of the earnest money
and establishment of an escrow account.
(b) The balance of$ , shall be paid, in cash, on the Closing Date
specified in Paragraph 4, below.
3. Contingencies. The obligations of Buyer under this Agreement are subject to and
contingent upon each of the following contingencies:
c:\file\chaska\purchase.opt
(a) Representations and Warranties. The representations and warranties of Seller
contained in this Agreement must be true on the date of this Agreement and on the
Closing Date as if made on the Closing Date.
(b) Title. Title shall have been found acceptable as of the Closing Date, or been made
acceptable, in accordance with the requirements and terms of Section 6 of this
Agreement.
(c) Performance of Seller's Obligations. Seller shall have performed all of the
obligations required to be performed by Seller under this Agreement, as and when
required by this Agreement.
(d) Soil Tests. On or before the Contingency Date, Buyer shall have determined that
Buyer is satisfied with the results of and matters disclosed by such soil tests of the
Real Property as Buyer may deem necessary, all such tests to be obtained at Buyer's
sole cost and expense. Seller shall deliver to Buyer all soils and geotechnical tests,
reviews and reports pertaining to the Real Property that are in the Seller's possession
or control.
(e) Environmental Assessment. Buyer may obtain a current Phase I Environmental
Assessment prepared by a qualified environmental engineer acceptable to Buyer at
Buyer's sole expense. On or before the Contingency Date, Buyer shall have
determined that all matters disclosed by the environmental assessments referred to
in this subparagraph are acceptable to Buyer in Buyer's sole discretion.
(f) Plat Approval. On or before the Contingency Date, Seller shall have obtained final
approval of a plat or subdivision of the Real Property and satisfied all governmental
requirements and conditions for execution, release and recordation of such plat or
subdivision, all at the Seller's sole expense, such that the Real Property can be
conveyed to Buyer as a separate tax parcel and the Warranty Deed transferring the
Real Property can be recorded.
The "Contingency Date" shall be the date which is ten(10)business days prior to the Closing Date
specified in Section 4 of this Agreement. If any of the above contingencies have not been satisfied
on or before the dates stated above or the Contingency Date,as applicable, then this Agreement may
be terminated,at Buyer's option,by written notice from Buyer to Seller. Such notice of termination
may be given at any time on or before the applicable date. Upon such termination, the Earnest
Money shall be released to Buyer and upon such return,neither party will have any further rights or
obligations regarding this Agreement or the Real Property. All the contingencies set forth in this
Agreement are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer
and the Buyer shall have the right to unilaterally waive any contingency by written notice to Seller.
c:\file\chaska\purchase.opt
4. Closing. The closing of the purchase and sale contemplated by this Agreement(the
"Closing") shall occur on (the Closing Date"). The Closing shall take
place at the offices of the Title Company or at such other location as shall be mutually agreed to.
Seller agrees to deliver possession of the Real Property to Buyer on the Closing Date.
A. Seller's Closing Documents. On the Closing Date, Seller shall execute and/or
deliver to Buyer the following (collectively, "Seller's Closing Documents"):
(1) Warranty Deed. A Warranty Deed conveying the Real Property to Buyer, free and
clear of all encumbrances, except the Permitted Encumbrances hereinafter defined.
(2) Seller's Affidavit. An Affidavit of Seller in the Minnesota Uniform Conveyancing
Blanks form and containing such additional information as shall reasonably be
required by the Title Company to issue the Owners' Policy of Title Insurance
required by Section 6 of this Agreement.
(3) FIRPTA Affidavit. A non-foreign affidavit, properly executed and in recordable
form, containing such information as is required by IRC Section 1445(b)(2) and its
regulations.
(4) Owners Duplicate Certificate of Title or Abstract. The Owner's Duplicate
Certificate(s) of Title or Abstract(s) of Title regarding the Real Property.
(5) IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any
is required.
(6) Other Documents. Such other documents as shall reasonably be required to carry
out the intent of this Agreement.
(7) Opinion of Seller's Counsel. An Opinion of Seller's counsel, dated as of the
Closing Date, in form reasonably satisfactory to Buyer, stating that Seller has the
requisite power and authority to enter into this Agreement and the Seller's Closing
Documents; that such documents have been duly authorized by all necessary action
on the part of Seller and have been duly executed and delivered; that the execution,
delivery and performance by the Seller of such documents does not conflict with or
result in violation of any judgment, order or decree to which Seller is a party; and
that such documents are valid and binding obligations of Seller, enforceable in
accordance with their terms.
B. Buyer's Closing Documents. On the Closing Date, Buyer will execute and/or
deliver to Seller the following (collectively, "Buyer's Closing Documents"):
c:\file\chaska\purchase.opt 3
(e) Utilities. All charges for utilities,such as natural gas, fuel oil, city water, city sewer
and electricity shall be pro rated between Seller and Buyer as of the Closing Date.
6. Title Examination. Title examination will be conducted as follows:
(a) Seller's Title Evidence. Seller shall within twenty (20) days after the date of this
• Agreement, furnish the following (collectively "Title Evidence")to Buyer:
i) Title Insurance Commitment. A Commitment ("Title Commitment") for
an ALTA Form B Owners' Policy of Title Insurance in the amount of the
Purchase Price, deleting standard exceptions and including affirmative
insurance regarding appurtenant easements and such other matters as may
reasonably be identified by Buyer, issued by the Title Company. The Title
Commitment will commit the Title Company to insure title to the Real
Property subject only to the Permitted Encumbrances. If the Real Property
is abstract property,Seller shall also deliver to the Title Company an Abstract
of Title to the Real Property certified to a current date to include all
appropriate judgment and bankruptcy searches.
ii) Survey. An ALTA as-built survey of the Real Property prepared by a
registered land surveyor and certified to Buyer and the Title Company
showing the location of all structures,easements,encroachments and physical
encumbrances thereon and such other information and containing such other
matters as Buyer and the Title Company shall reasonably require.
(b) Buyer's Objections. Within ten (10) business days after receiving the last of the
Title Evidence,Buyer will make written objections("Objections")to the form and/or
contents of the Title Evidence. Buyer's failure to make Objections within such time
period will constitute waiver of Objections. Any matter shown on such Title
Evidence and not objected to by Buyer shall be a "Permitted Encumbrance"
hereunder. Seller will have ninety (90) days after receipt of the Objections to cure
the Objections, during which period the closing will be postponed as necessary.
Seller shall use its best efforts to correct any Objections. If the Objections are not
cured within such ninety-day period, Buyer will have the option to do any of the
following:
i) Terminate this Agreement and receive a refund of the Earnest Money. Upon
such termination and refund of the Earnest Money, neither party shall have
any obligation to the other under this Agreement.
ii) Waive the Objections and proceed to close.
c:\file\chaska\purchase.opt 5
tanks, are located in or about the Real Property, or have been located under, in or
about the Real Property and have subsequently been removed or filled.
(d) Septic Systems. To the best of Seller's knowledge, no on-site septic systems or
private sewage systems exist on or under the Real Property or have existed on or
under the Real Property.
(e) Water Wells. To the best of Seller's knowledge,no water wells exist on or under the
Real Property or have existed on or under the Real Property.
(f) Rights of Others to Purchase Real Property. Seller has not entered into any other
contracts for the sale of the Real Property,nor are there any rights of first refusal or
options to purchase the Real Property or any other rights of others that might prevent
the consummation of this Agreement.
(g) FIRPTA. Seller is not a"foreign person". "foreign partnership", "foreign trust" or
"foreign estate" as those terms are defined in Section 1445 of the Internal Revenue
Code.
(h) Proceedings. There is no action, litigation, investigation, condemnation or
proceeding of any kind pending or to the best knowledge of Seller,threatened against
Seller or any portion of the Real Property.
Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors
and assigns, harmless from, any expenses or damages, including reasonable attorneys, fees, that
Buyer incurs because of the breach of any of the above representations and warranties,whether such
breach is discovered before or after closing. Each of the representations and warranties herein
contained shall survive the Closing. Consummation of this Agreement by Buyer with knowledge
of any such breach by Seller will not constitute a waiver or release by Buyer of any claims due to
such breach.
S. Removal of Personal Property and Debris. On or before the Closing Date, Seller
shall remove all personal property and debris from the Real Property.
9. Condemnation. If, prior to the Closing Date, eminent domain proceedings are
commenced against all or any part of the Real Property, Seller shall immediately give notice to
Buyer of such fact and at Buyer's option(to be exercised within thirty 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
then 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 shall not designate counsel, appear in,
or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent.
7
c:lfilelchaskalpurchase.opt
JUN-11-1993 17:44 Vesely Miller P.042/044
•
•
10. 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 claims, damages,costs or expenses
of or for any such fees or commissions resulting from their 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. •
•
11. Assignment. Buyer may assign its rights under this Agreement before or after the
Closing..
•
12. ,Survival. All of the terms of this Agreement will survive and be enforceable after
the Closing. •
•
13. Notices. Any notice, request or other communication required or provided to be
given,under this Agreement shall be in writing and shall be deemed to be duly given when delivered
personally or when mailed by first class United States mail,postage prepaid, addressed as follows:
If to the City: City of Chanhassen
Attention: Charles Folch
1591 Park Road
Chanhassen, Minnesota 55317 • •
If to CGPLP: Chaska Gateway Partners Limited Partnership
•
c/o Steiner Development,Inc., General Partner
Attention: Frederick Richter or Thomas Kordonowy •
3610 South Highway 101 •
Wayzata, Minnesota 55391 •
or to such other address as either party, by notice given as herein provided, shall designate. Mailed
notice shall be conclusively deemed to have been given two (2) business days after the date of
mailing.
•
•
14. Captions. The paragraph headings or captions appearing in this Agreement are for •
convenience only,arc not a part of this Agreement and are not to be considered in interpreting this
Agreement. •
15. Entire Agreement: Modification. This written Agreement constitutes the complete
agreement between the parties and supersedes any prior oral or written agreements between the
parties regarding the Real Property. There are no verbal agreements that change this Agreement and
no waiver or modification of any of its terms will be effective unless in a writing executed by the
parties.
•
c:lfikl:haskn\purc:sa sc.upc a •
•
JUN-11-1998 1?:44 Vesely Miller P.043/044
•
•
16. finding Effect. This Agreement binds and benefits the parties and their successors
and assigns.
17. Controlling Law. This Agreement has been made under the laws of the State of
Minnesota, and such laws will control its interpretation.
18. Default by Seller. If Seller fails and refuses to perform its obligations under this
Agreement and such failure to perform continues for a period of fifteen(15)days after Buyer notifies
Seller, in writing, of such nonperformance, Buyer may, at its option, elect one of the following
remedies:
(a) To terminate this Agreement by notice to Seller, in which event the Earnest Money,
including accrued interest thereon, if any, shall be immediately paid to Buyer and
neither party shall have any further rights or obligations hereunder; or
(b) To enforce specific performance of Seller's obligations under this Agreement,
including specifically the conveyance of the Real Property in the condition required
hereby. In the event of such a proceeding for specific performance,.the prevailing
party in such proceeding shall be entitled to be awarded its reasonable attorneys'fees.
19. Default by Buyer. If Buyer defaults under this Agreement, Seller shall have the right
to terminate this Agreement by giving written notice to Buyer in accordance with Minn. Stat.559.21.
If Buyer fails to cure such default within thirty (30) days of the date of service of such notice in
accordance with Minn. Stat. 559.21, this Agreement will terminate and, upon such termination,
Seller will retain the Earnest Money as liquidated damages, time being of the essence of this
Agreement. The termination of this Agreement and retention of the Earnest Money will be the sole
remedy available to Seller for such default by Buyer, and Buyer will not be liable for damages or
specific performance.
Seller and Buyer have executed this Agreement effective as of the date first written above.
•
•
•
•
•
•
c:Viitc\chaskalpurchase.opt 9 '
• JUN-11-1998 17:45 Vesely Miller P.044/044
•
Dated: , 1998 City of Chanhassen, Minnesota
By
Its
•
By
Its
Dated: , 1998 Chaska Gateway Partners Limited Partnership
By Steiner Development, Inc., •
General Partner
•
By
Its
•
•
•
•
•
•
•
•
•
•
•
c:151e\chaska\purchase.opt 1 0
•
TOTAL P.044