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CC Staff Report 05-12-2014 Purchase Agreement withHalifax Development LLCCITY OF CHANNSEN 7700 Market Boulevard PO Box 147 Chanhassen, MN 55317 Administration Phone: 952.227.1100 Fax: 952.227.1110 Building Inspections Phone: 952.227.1180 Fax: 952.227.1190 Engineering Phone: 952.227.1160 Fax: 952.227.1170 MEMORANDUM TO: Mayor & City Council FROM: Todd Gerhardt, City Manager DATE: May 12, 2014 g�-a SUBJ: Approve Purchase Agreement with Halifax Development LLC for Redevelopment of Chanhassen Retail Second Addition PROPOSED MOTION: "The City Council approves the Vacant Land Purchase Agreement between the City of Chanhassen and Halifax Development LLC in the amount of approximately $240,000, or $8.00 per square foot for purchase of excess right - of -way associated with the Chanhassen Retail Second Addition. Approval requires a simple majority vote of the city council. Finance Attached please find a Vacant Land Purchase Agreement between the City of Phone: 952.2271140 Chanhassen and Halifax Development LLC. Hans Kuhlman is representing Halifax Fax: 952.227.1110 Development which is out of Denver, Colorado. Park & Recreation PROPOSED REDEVELOPMENT PLANS Phone: 952.227.1120 Fax: 952.227.1110 Currently, the outlot for the Chanhassen Retail Second Addition is 1.46 acres. The Recreation Center purchase is for approximately 30,000 square feet of this property. This property will 2310 Coulter Boulevard be platted with a portion of the Target parking lot. The intended use is a 2,610 square - Phone: 952.2271400 foot restaurant pad. Fax: 952.227.1404 The property is zoned Central Business District. The site conforms to all of the Planning & Natural Resources city's zoning regulations. Halifax Development LLC is required to do a minor traffic Phone: 952.227.1130 study and proceed through the city's subdivision and site plan review process. Fax: 952.227.1110 The subject property is currently in the name of the Chanhassen HRA. Prior to Public Works closing the property will be conveyed to the city from the HRA via quit claim deed. 7901 Park Place Phone: 952.227.1300 REDEVELOPMENT PROS AND CONS Fax: 952.227.1310 Senior Center Pros Phone: 952.227.1125 • Could boost tax revenues (Attachment #3): Fax: 952.227.1110 2012 Tax Estimates: Total Web Site - Current Development Pays $0 www.ci.chanhassen.mn.us - After Redevelopment $19,500 Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow Mayor & City Council Purchase Agreement with Halifax Development LLC May 12, 2014 Page 2 More Job Opportunities: In addition to the construction jobs created by the redevelopment, a minimum of 16 new jobs would be created by the new tenants. Cons • Potential traffic increase on Target Lane. • The excess right -of -way is not buildable in its current configuration. The area is better served by combining the two parcels for one larger development. PURCHASE AGREEMENT TERMS Purchase Price: $240,000 ($8.00 per square foot x 30,000.) Closing: No later than May 6, 2015 Contingency: Sale is contingent upon the project receiving site plan approval from the city Staff supports the proposed redevelopment and the attached purchase agreement. Selling a portion of the city's excess right -of -way makes the project feasible for the city and developer. RECOMMENDATION Staff recommends approval of the attached Vacant Land Purchase Agreement with Halifax Development LLC for a purchase price of approximately $240,000 or $8.00 per square foot. ATTACHMENTS 1. Purchase Agreement dated May 7, 2014. 2. Property Information/Aerial Photo of Chanhassen Retail Second Addition. 3. Proposed Redevelopment Site Plan. 4. Proposed Taxes on a 2,610 square -foot building. gAadmin \tg \chanhassen retaihpumhase agreement.docx VACANT LAND PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation, located at 7700 Market Boulevard, Chanhassen, Minnesota 55317 ( "Seller "), and HALIFAX DEVELOPMENT LLC, a Minnesota limited liability company, located at 4201 East Yale Ave Suite 200, Denver, CO 80222 ( "Buyer "). 2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell real property located in the City of Chanhassen, County of Carver, State of Minnesota, as legally described in Exhibit "A" attached hereto and incorporated herein, together with all rights, easement and appurtenances pertaining thereto and all improvements, landscaping and foliage thereon (referred to herein as the "Property"). 3. PRICE AND TERMS. The price for the Property included in this sale is Two Hundred Forty Thousand and No /100 Dollars ($240,000.00) ( "Purchase Price "), which Buyer shall pay as follows: (i) Five Thousand and no /100 ($5,000.00) Dollars earnest money upon the execution of this Agreement, which will be held in escrow by Land Title, Inc. ( "Title ") and applied to the Purchase Price at Closing; and (ii) The balance of Two Hundred Thirty Five Thousand and No /100 Dollars ($235,000.00) in immediately available funds on the Date of Closing. The Purchase Price is based on Property consisting of 30,000 net square feet at a price of $8.00 /per net square foot. "Net square feet" means the square footage of the Property net of any existing or known future public roadways, public right of way, easements, floodplain, waterways and wetlands. The Purchase Price shall be modified to reflect any change in the net square feet based on a Seller survey of the Property conducted by a registered land surveyor in the State of Minnesota, at Buyer's expense. 4. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Limited Warranty Deed conveying marketable title of record, subject to: A. Reservations of minerals or mineral rights by the State of Minnesota, if any; B. Building and zoning laws, ordinances, state and federal regulations; C. Any easements or agreements required pursuant to Section 8B of this Agreement; and D. Any other matters consented to by Buyer in writing or not timely objected to by Buyer. 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. 171443v5 1 A. Prior Years' Delinquent Real Estate Taxes and Delinquent Special Assessments. Delinquent real estate taxes payable in years prior to the year of Closing and delinquent installments of special assessments certified for collection with real estate taxes payable in years prior to the year of Closing, together with penalty, interest and costs, shall be paid by Seller not later than the Date of Closing. B. Real Estate Taxes Payable in the Year of Closing. Seller and Buyer shall prorate all general real estate taxes due and payable on or pertaining to the Property in the year in which the Date of Closing occurs on a per diem basis. If the Property is a portion of one tax parcel, the prorated taxes payable herein shall be determined on a proportionate square footage basis. Seller shall pay on or before the Date of Closing all levied and pending special assessments associated with the Property as of the date of this Agreement. Seller shall pay penalty, interest and costs on any delinquent installment of taxes and special assessments payable in the year of Closing. C. Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes payable on the Property in the year of Closing shall be paid by Seller at Closing. ARE THERE ANY? D. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other special assessments levied against the Property as of the date of this Purchase Agreement. ARE THERE ANY? 6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN WARRANTIES. Seller warrants that buildings on adjoining real property, if any, are entirely outside of the boundary lines of the Property. Seller warrants that there has been no labor or material furnished to the Property for which payment has not been made. Seller warrants that there are no present violations of any restrictions relating to the use or improvement of the Property. These warranties shall survive the delivery of the Limited Warranty Deed. 7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Buyer's expense, surveys, measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees to restore any resulting damage to the Property and to indemnify, hold harmless and defend Seller from any and all claims by third persons of any nature whatsoever arising from Buyer's right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyer shall not perform any invasive testing of the Property without Seller's prior written consent. Seller's consent may be conditioned upon any reasonable restrictions that Seller deems necessary. Buyer shall provide to Seller a copy of any such surveys, measurements, soil tests or other tests within five (5) days after receipt. 8. POSSESSION. Seller shall deliver possession of the Property not later than the actual Date of Closing. 171443v5 2 9. TITLE INSURANCE BY SELLER. Seller shall, within twenty -one (21) days of the date of this Agreement, furnish Buyer with a commitment for an Owner's Policy of Title Insurance ( "Commitment ") in the full amount of the Purchase Price issued by Title, certified to date to include proper searches covering bankruptcies, state and federal judgments and liens, by which said company commits to issue its policy of title insurance that insures that at closing Buyer shall have good, marketable and insurable title of record to the Property, free and clear of all liens, encumbrances, leases, claims and charges (except any permitted encumbrances). Buyer shall be allowed thirty (30) days after the receipt of the title commitment for examination of title and making any objections, which shall be made in writing or deemed waived. 10. TITLE CORRECTIONS AND REMEDIES. If any title objection is made by Buyer, Seller shall use its best efforts to make such title marketable within one hundred twenty (120) days from its receipt of Buyer's written objection. Marketability of title shall be determined according to Minnesota statues, Minnesota case law decisions, and the standards of Minnesota title standards. Pending correction of title, the payments hereunder required shall be postponed, but upon correction of title and within ten (10) days after written notice, Buyer shall perform as provided in this Agreement. If said title is not marketable and is not made so within the time provided for herein, Buyer may either: (i) terminate this Purchase Agreement by giving written notice by registered mail to Seller, in which event this Purchase Agreement shall become null and void and neither party shall be liable for damages hereunder to the other party and the Earnest Money shall be returned to Buyer; or (ii) elect to accept title in its unmarketable condition by giving written notice by registered mail to Seller, in which event the Limited Warranty Deed to be delivered at Closing Date shall except such objections. 11. NOTICES. Any notices required or permitted to be given hereunder shall be in writing and shall be effective (i) when delivered personally, (ii) when received by overnight courier service or facsimile communications (provided that a copy of such notice is deposited in the United States mail within one (1) business day of the facsimile transmission) or (iii) three (3) days after being deposited in the United States Mail (sent certified or registered, return receipt requested), in each case addressed as follows (or to such other address as the parties hereto may designate in the manner set forth herein): If to Buyer: Halifax Development, LLC 4201 East Yale Ave Suite 200 Denver, CO 80222 If to Seller: Chanhassen EDA 7700 Market Boulevard Chanhassen, Minnesota 55317 171443v5 3 with a copy to: Campbell Knutson, P.A. 1380 corporate Center Curve, suite 317 Eagan, Minnesota 55121 Facsimile: 651- 452 -5550 Attn: Andrea McDowell Poehler 12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 13. WELL DISCLOSURE. [Check one of the following: J X Seller certifies that Seller does not know of any wells on the Property. Wells on the Property are disclosed by Seller on the attached Well Disclosure form. 14. DISCLOSURE OF INDIVIDUAL ON -SITE SEWAGE TREATMENT SYSTEM. [Check one of the following: ] X Seller certifies that Seller does not know of any individual on -site sewage treatment systems on the Property. _ Individual on -site sewage treatment systems on the Property are disclosed by Seller on the attached Disclosure form. 15. SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES. A. Seller as part of the consideration therefore, represents, warrants, and covenants with Buyer and its successors and assigns that: (1) Seller warrants and represents to Buyer that, to Seller's knowledge, without investigation, no entity or person has, at any time: a) "released" or actively or passively consented to the "release" or "threatened release" of any Hazardous Substance (as defined below) from any "facility" or "vessel" located on or used in connection with the Property or adjacent tracts in violation of applicable laws; or b) taken any action in "response" to a "release" in connection with the Property or adjacent tracts; or c) otherwise engaged in any activity or omitted to take any action which could subject Seller or Buyer to claims for intentional or negligent torts, strict or absolute liability, either pursuant to statute or common law, in connection with Hazardous Substances (as defined below) located in or on the Property or adjacent tracts, including the generating, transporting, treating, storage, or manufacture of any Hazardous Substance (as defined below) in violation of applicable law. The terms set within quotation marks above shall have the meaning given to them in the Comprehensive Environmental Response and Liability Act, 42 U.S.C. Sec. 9601 et seq., as amended ( "CERCLA ") and any state environmental laws. 171443v5 4 (2) Seller is the fee owner of the Property and has the present full authority and power to execute this Agreement and, on or prior to the Date of Closing, Seller shall have the full authority and power to close the sale of the Property. (3) There is no action, litigation, investigation, condemnation or proceedings of any kind pending, or to the best of the knowledge of Seller, threatened against Seller with regard to the Property. (4) Seller has good, marketable, insurable title to the Property, free and clear of all liens, encumbrances, claims and charges. (5) Seller is not foreign persons as defined in §1445(f)(3) of the Internal Revenue Code or regulations issued thereunder. B. All of Seller's covenants, representations and warranties in this Agreement shall be true as of the date hereof and of the Closing Date, and shall be a condition precedent to the performance of Buyer's obligations hereunder. If Buyer discovers that any such covenant, representation, or warranty is not true, Buyer may elect prior to Closing, in addition to any of its other rights and remedies, to cancel this Agreement, or Buyer may postpone the Closing Date up to ninety (90) days to allow time for correction. If Buyer elects to proceed with the Closing following such discovery, Buyer shall be deemed to have waived its rights to assert a claim against Seller arising from the inaccuracy or untruthfulness of any such covenant, representation, or warranty. C. Seller shall provide to Buyer within ten (10) days of the execution of this Agreement, true and correct copies of any existing environmental assessment reports, soil reports and results of all soil tests and environmental audits, surveys, permits, licenses, leases, and complete copies of all contracts currently affecting the Property readily available or in the possession of Seller, and notices received within the last ninety (90) days from the city, state or other governmental authorities pertaining to uncured violations of any law, ordinance or regulation ( "Due Diligence Documents "). D. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below:] Seller represents that Seller does not know if there are historical, native American, or archeological materials on or in the property that might be protected bylaw. X Seller represents to the best of Seller's knowledge that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. Buyer's obligation to close is contingent upon Buyer determining to Buyer's satisfaction that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial 171443v5 5 earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. 16. CLOSING. The Closing Date of this transaction shall take place no later than thirty (30) days after expiration of the Contingency Period, hereinafter defined, (the "Closing" or "Closing Date "). The Closing Date may be accelerated by mutual agreement of the parties if all contingencies contained herein are satisfied prior to conclusion of the Contingency Period. At closing, Seller and Buyer shall deliver to one another the instruments specified herein. The closing shall be at a location designated by Seller. Unless otherwise agreed by the parties in writing, in the event that any of the contingencies provided for in this Agreement are not satisfied prior to the Date of Closing, this Agreement shall be null and void and of no further force and effect. At closing, Seller and Buyer shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 17. CLOSING DOCUMENTS. A. At the Closing, Seller shall execute and /or deliver to Buyer the following (collectively the "Closing Documents "): (1) Limited Warranty Deed. A Limited Warranty Deed in recordable form and reasonably satisfactory to Buyer, which shall include the following well representations: "Seller certifies that the Seller does not know of any wells on the described Property." (2) Seller's Affidavit. A standard form affidavit by Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the Property. (3) Non - Foreign Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Seller, containing such information as shall be required by the Internal Revenue Code, and the regulations issued thereunder, in order to establish that Seller is not a "foreign person" as defined in § 1445(f)(3) of such Code and such regulations. (4) Storage Tanks. If required, an affidavit with respect to storage tanks pursuant to Minn. Stat. § 116.48. (5) Well Certificate. If there is a well located on the Property, a well disclosure certificate in form and substance true to form for recording. (6) Certification. A certification that the representations and/or warranties made by Seller are materially the same as were in existence on the date of this Agreement or noting any changes thereto; 171443v5 6 (7) Easements /Agreements. Any easements or other agreements required pursuant to Section 19(B). (8) Other Documents. All other documents reasonably determined by either party or the title insurance company to be necessary to transfer and provide title insurance for the Property. B. At the Closing, Buyer shall execute and deliver to Seller the following: (1) Easements /Agreements. . Any easements or other agreements required pursuant to Section 19(B); (2) Payment. Payment of the Purchase Price; and (3) Other Documents. All documents reasonably determined by either party or the title insurance company to be necessary to provide title insurance for the Property. 18. CLOSING COSTS. The following costs relating to the closing of this transaction shall be paid as follows: A. Buyer shall pay at Closing: (1) Recording fee and conservation fee attributable to the Limited Warranty Deed; (2) The premium for owner's title insurance, including survey coverage; (3) One -half the closing fee charged by the Title Company; (4) The cost of the Circulation Study; (5) Cost of a survey of the Property; and (6) All costs associated with platting and development of the Property. B. Seller shall pay at Closing: (1) State Deed Tax; (2) Recording fees for all documents determined to be necessary to transfer marketable title to the Buyer; (3) All costs of obtaining a title insurance commitment; 171443v5 7 (4) One -half the closing fee charged by the Title Company. 19. CONTINGENCIES AND ADDITIONAL TERMS. A. Buyer's Contingencies. The Buyer's obligations under this Agreement are expressly contingent upon Buyer's satisfaction with each of the following conditions: (1) Buyer determining on or before the Contingency Date, that it is satisfied, in its sole discretion, with the results of matters disclosed by any survey or by any environmental /engineering investigation or testing of the Property performed by Buyer or Buyer's agent. By executing this Agreement, Seller hereby authorizes Buyer to enter upon the Property at reasonable times to conduct the investigations and/or tests described herein. Buyer shall be solely responsible for all environmental tests and shall hold Seller harmless from any such costs and shall indemnify Seller for breach of this provision including reasonable attorneys' fees. (2) Buyer determining on or before the Contingency Date that it is satisfied in its sole discretion, with the results of matters disclosed by the Due Diligence Documents. (3) Buyer entering into a purchase agreement and access and utility easement agreement with Target Corporation and satisfying all the contingencies contained in such purchase agreement. (4) Buyer obtaining all permits, licenses, variances and approvals, including, without limitation, obtaining an access and construction easement from Target and other adjacent properties, platting, site plan and zoning approvals, for Purchasers intended development of the Property. The "Contingency Date" shall be 180 days after the Effective Date of this Agreement. If any of the foregoing contingencies have not been satisfied in Buyer's sole discretion, or waived by Buyer, on or before the Contingency Date, then this Agreement may be terminated, at Buyer's option, by written notice from Buyer to Seller at any time prior to the Contingency Date. Such notice of termination may be given at any time on or before the Contingency Date. Upon such termination the Earnest Money shall be immediately returned to Buyer and upon such return, neither party will have any further rights or obligations regarding this Agreement or the Property. The contingencies set forth in this section are for the sole and exclusive benefit of Buyer, and Buyer shall have the right to waive the contingencies by giving notice to Seller. Buyer may elect to extend the above referenced Contingency Date for an additional 90 -day period by so notifying Seller in writing of its election to do so prior to the expiration of the preceding Contingency Date and depositing an additional $5,000 into escrow with Title as additional Earnest Money. 171443v5 g B. Seller's Contingencies. The Seller's obligations under this Agreement are expressly contingent upon Seller's satisfaction with each of the following prior to Closing: (1) Buyer obtaining and Seller review and approval of a circulation study prepared by a traffic engineer approved by both parties based on Buyer's proposed use of the Property, to include the following areas: (i) internal operations of the main Target Drive off of 78a' Street West, (ii) existing signal at the main Target Drive and 78ffi Street West and (iii) timing and interconnect of the signal identified in (ii) above and the existing signal at Powers Blvd and West 78th Street. ( "Circulation Study "); (2) Seller establishing any easements or additional right of way over the Property, including any necessary cross - access easements over the Property or abutting parcels, that Seller deems necessary based on the results of the Circulation Study; (3) Buyer and Seller entering into any additional agreements for the payment of any public improvements deemed necessary by Seller based on the results of the Circulation Study; (4) On or before the Closing Date, Buyer closing on a purchase agreement with the property owner to the east of the Property for acquisition of additional property as generally depicted in the Exhibit B attached hereto ( "Additional Property ") that is necessary for Buyer's proposed development of the Property; (5) Buyer obtaining preliminary and final plat approval for the Property together with the Additional Property and recording the plat simultaneously with the Closing; (6) Buyer obtaining site plan approval from the City of Chanhassen for development of the Property and Additional Property ( "Site Plan Approval "); The "Contingency Date" shall be 180 days after the Effective Date of this Agreement. If any of the foregoing contingencies have not been satisfied in Seller's sole discretion, or waived by Seller, on or before the Contingency Date, then this Agreement may be terminated, at Buyer's option, by written notice from Seller to Buyer at any time prior to the Contingency Date. Such notice of termination may be given at any time on or before the Contingency Date. Upon such termination the Earnest Money shall be immediately returned to Buyer and upon such return, neither party will have any further rights or obligations regarding this Agreement or the Property. The contingencies set forth in this section are for the sole and exclusive benefit of Seller, and Seller shall have the right to waive the contingencies by giving notice to Buyer. 1714430 9 C. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within ten (10) days after Seller's notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement and the Earnest Money shall be refunded to Buyer. If Buyer shall fail to give such notice, there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent. D. Broker's Commission. Seller and Buyer represent and warrant to each other that they have dealt with no brokers, finders or the like in connection with this transaction, and agree to indemnify each other and to hold each other harmless against all other claims, damages, costs or expenses of or for any fees or commissions resulting from their separate actions or agreements regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. E. Assi ent. Buyer may assign its rights under this Agreement without the prior written consent of Seller, but shall provide written notice of such assignment to Seller prior to Closing. F. Default. If either party shall default. in any of their respective obligations under this Purchase Agreement, the other party, by notice to such defaulting party specifying the nature of the default and the date on which this Purchase Agreement shall terminate (which date shall not be less than thirty (30) days after the giving of such notice), may terminate this Purchase Agreement, and upon such date, unless the default so specified shall have been cured, this Purchase Agreement shall terminate. In the case of any default by the Buyer, Seller may terminate this Purchase Agreement as provided above, and upon such termination, the Earnest Money shall be forfeited to Seller as agreed and final liquidated damages. In the case of any default by Seller, upon termination of this Purchase Agreement, the Earnest Money, and all interest accrued thereon, shall be returned to Buyer, without prejudice to any other legal or equitable right or remedy of Buyer against Seller including, but not limited to specific performance and damages such damages not exceed $10,000. G. "AS IS" Purchase. Except as set forth in this Purchase Agreement or any document contemplated hereby, (i) the Property is being sold, conveyed, assigned, transferred and delivered "as is, where is" on the date hereof, and in its condition on the date hereof, "with all faults," and Seller is not making, and expressly disclaims, any other representation or warranties written or oral, statutory, express or implied, concerning the Property, including but not limited to, representations or warranties relating to value or quality of the Property or with respect to this Purchase Agreement or the transactions contemplated hereby or thereby, and (ii) Seller specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose with respect to the Property or any part thereof, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent. 171443v5 10 H. Survival. All of the terms of this Agreement will survive and be enforceable after the Closing. I. Effective Date. The "Effective Date" of this Agreement shall be the date of execution by the date upon which it is accepted and executed by the party to whom the offer is made. J. Counterparts. This Agreement may be executed in any number of counterparts or by facsimile, each of which will be deemed to be an original, but all of which, when taken together, constitute the same instrument. 20. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement. 21. MULTIPLE ORIGINALS. Seller and Buyer have signed two (2) originals of this Purchase Agreement. I agree to sell the Property for the price and terms and conditions set forth above. SELLER: CITY OF CHANHASSEN Thomas A. Furlong, Mayor Todd Gerhardt, City Manager 1714430 11 I agree to purchase the Property for the price and terms and conditions set forth above. BUYER: HALIFAX DEVELOPMENT, LLC Sm 171443v5 12 EXHIBIT A Legal Description of Property To be final platted at closing as a portion of Lot . Block Addition 171443v5 13 EXHIBIT B 171443v5 Depiction of Property to be Acquired 14 Property Card Taxpayer Information Taxpayer Name CHANHASSEN HRA Mailing Address PO BOX 147 CHANHASSEN, MN 55317 -0147 Property Address Address Uses Tax Description Building Style Year Built City Parcel ID Number 251660010 Parcel Information MiscNotReported GIS Acres 1 AS Tax Acres Plat CHANHASSEN RETAIL SECOND ADDN Lot Block OUTLOT A Building Information Finished Sq Ft Other Garage N Miscellaneous Information School District Watershed District Homestead 0112 WS 064 RILEY PURG BLUFF N CREEK Assessor Information Bedrooms Bathrooms Green Acres Ag Preserve N N Estimated Market Value 2013 Values 2014 Values Last Sale (Payable 2014) (Payable 2015) Land $62,200.00 $62,200.00 Date of Sale Building $0.00 $0.00 Sale Value Total $62,200.00 $62,200.00 Qualified/ Unqualified Disclaimer: This information is to be used for reference purposes only. Carver County does not guarantee accuracy of the material contained herein and is not responsible for misuse or misinterpretation. The preceding disclaimer is provided pursuant to Minnesota Statutes 466 03, Subd. 21 (2000), and the user of this service acknowledges that the County shall not be liable for any damages, and expressly waives all claims, and agrees to defend, indemnify, and hold harmless the County from any and all claims brought by User, CARVER its employees or agents, orthird parties which arise out of the users access or use of data provided. COUNTY Monday, May 05, 2014 Carver County, MN J4fI 4AJ%hntn+ & Z 4 4 4 " ' ai 7ARCE TENANT PARLL A A STALLS A: 29,359.37 2,610.00 sq ft f? it A 1 SITE PLAN 01 SCALE: I" = 50' FOUNDRY DESIGN STUDIO, LLC CONCEPT SITE PLAN N RETAIL DEVELOPMENT W 78TH ST, CHAN HASSAN,WISCONS IN A i+o chrne n4 4�-- 3 Carver County Taxpayer Services Department ........................................... .- ..... .................. ................ To pay online fM to www.aoarver.mn.os , Property - Statement 2013 2014 VALUES AND CLASSIFICATION I. Use Me amount on Form MIPR to sea 0 you ere 011191 for a property sex rerun. Laune Davies, Manager 6D0 East 4e Street, P.O. Bar 69 �a Chaska, MN 55318 -M �. 952- 361 -1910 •wbinco.arvermn.u3 Taxes Payable Year: 2013 2014 Estimated Market Value: 500,000 50,000 For Melaowirg said our webaireal www.mcarver Step Homestead Exclusion: 3. property lazes before credits 18,72026 • Payypur taaea °m'ne • Sion up terour Tax Payment Remlrlder • PNn additional wales M your Tea Statement 1 Taxable Market Value: New mprovemems/ Expired Exclusions: 500,000 500,000 Properly to R: 25.167OD30 B. Center Credits Property Classification: commnm rommnnu TACO SietI' T yet. 5358 JACKSON DRIVE LLC C/O BORDER FOODS INC 1 &72026 18,71213 & County A. CARRIER COUNTY Map 2 2.581.57 PROPOSEDTAX 517'998'00 B. CO RAIL AUTHORITY 965 DECATUR AVE N GOLDEN VALLEY MN 55421-4325 Ill�lll��lllllll�llllll�ls�lll' I' Illl�lrl�ll�lgl�ll'�I'�I'�'ll'� SNP 3 PROPERTY TAX STATEMENT FlrsthaAtaxesdue: May is Se cond ha8 taxes due: October 15 9.710.00 9,710.00 1,67899 1,555.87 Total Texas Dua In 2014: & State General Tax 19,420.00 $$55 REFUNDS? You clause eligible forone or even Oro World. to nal. your properly fax. Read the se ls tro yrd dust se.W as p Bills: 616860 Fri Address: 915 TOTH ST W CHANHASSEN MN 55317 -9565 property Description: Section 14 Tamshin 116 Range 023 CHANHASSEN RETAIL THIRD ADDN Lot 003 Block 001 13 Steel AaseeBment Datall: Ss7.87 10.E Principal: 516.0 Interest: 131.24 In Detall for Your Property: ........................................... .- ..... .................. ................ To pay online fM to www.aoarver.mn.os ............... Taxes Payable Year 2013 2014 KEASE YOUR ADDRESS I. Use Me amount on Form MIPR to sea 0 you ere 011191 for a property sex rerun. ON ON REVERSE SIDE PAYMENT MO. MO. ON REVERSE SLID THIS ON flEIrERSE SIDE OF THIS PAYMENL STUB. PAYMENT Pie by Augus115. If Mb box b chwkd. you owe definauenl taxes ate are rat dgble. ❑ TO AVOID PENALTY PAY ON OR BEFORE: October 15 1 2. Use MWBemounlson Falm MlPRtosee0youameligbkfwaspe refund 112 TAX AMOUNT DUE: 9,710.20j 19,420,00 eQ 3. property lazes before credits 18,72026 181 to 4. Cracks Nat anduce property axes A Agricultural market value creGb Make checks payable 10 end remit to: o to� f 0 B. Center Credits y Bill B: 616660 Carver County' S. Properly Wes aster adds" 1 &72026 18,71213 & County A. CARRIER COUNTY 2.719,47 2.581.57 GOLDEN VALLEY MN GOLDEN VALLEY MN 55427-0325 B. CO RAIL AUTHORITY 7.14 8.4.9 Ywrwcatled oheck6 proold peymmt Pews wrReyour PrapeMli onyourMxk. 7. City ar T. CITY OF CHANHASSEN 1,67899 1,555.87 m & State General Tax 4,858.36 4,824.80 9. BMOst District SO 0112 Eastern Carver Only A Vale, Approved Was 2,981.67 2523.34 a. OMar Laval Levies win 1,049.53 �e � L 10. Special Testing D lanais A. Metro Cane WAS 59.84 B. Metro Morulto Control 34.04 Stile 8.` 1 C. Mesa Total Midland 101.95 97.T7 2 D. Carver County CDA ta.15 100,48 u E. Watershed 86.94 102.89 F. Fiscal 5,143.48 5.77122 11. NOrewhool voter approved referenda handle 89.78 66.78 12. Total property tax before sio del assewroenb 18,72028 18,77213 13. Special Assessments Interest 13124 Preldpal: Stull 669.74 647.87 14. TOIDLPROPERTYTA XANDSPECWLASSESSMEM 191390.00 19,420.00 ......................................................... .................... 2nd HALF PAYMENT STUB - PAYABLE 2014 ........................................... .- ..... .................. ................ To pay online fM to www.aoarver.mn.os ............... The airline payment feature is aveilede for a cumin year W payment no online reticent Rai Is avarMe for a maned yemw vstated. YOUR AODREO CT ON KEASE YOUR ADDRESS Oekn9uenl peymenb wnrrotfb said online. ON ON REVERSE SIDE PAYMENT MO. MO. ON REVERSE SLID THIS ON flEIrERSE SIDE OF THIS PAYMENL STUB. PAYMENT Property to#: 25. 67003 Properly 106: 25.1670030 Property IDB: 25.1670030 © TO AVOID PENALTY PAY ON OR BEFORE: October 15 1 SECOND 112 TAX AMOUNT DUE: 9,710.20j 19,420,00 M 10 FIRST 1/2 TAX AMOUNT DUE: 9,710.00 � 8 Make checks payable 10 end remit to: o Bill M: 616860 y Bill B: 616660 Carver County' in Taxpayer: 5358 JACKSON DRIVE LLC P.O. Box 69 C/O BORDER FOODS INC Chaska, MN 55316 -0069 v GOLDEN VALLEY MN GOLDEN VALLEY MN 55427-0325 rr��lllllrrr�lll' d h] l I - 111',x-1111111 rrdlldl l�Ilal 1,1111.1 Ywrwcatled oheck6 proold peymmt Pews wrReyour PrapeMli onyourMxk. R2 PmWdMMechaerenol Md0al oMNM U.S. POeass rlemmints Pastas PI di m 02 2014 251670030 000971000 Na rareyl gate uNeea rpueebd eM v wM urN cn¢gt B bpwred. Men W ec W r[d Xame 0 N aswpo less ene B�lE mw ue.ms+os.00 east moat be Nin N. Xyou pay yourrena We.youwM Oe oaeryo]e pavlly.5ae WUkrtlde9c .............................. _....... ............... I ....... .............. ............................... _............ I ............. ...... --- ................... ............................... le HALF PAYMENT STUB - PAYABLE 2014 To day arlenegotowwwm.cerver.mn.ua The airline payment feature is aveilede for a cumin year W payment YOUR AODREO CT ON paid Delin9uenNALTn ON ON REVERSE SIDE PAYMENT MO. MO. PAY N O TO AVOID PENALTY PAY ON OR BEFORE: May 15 BEFORE: Property to#: 25. 67003 Properly 106: 25.1670030 I ® FULL TAX AMOUNT: 19,420,00 M FIRST 1/2 TAX AMOUNT DUE: 9,710.00 � 8 Bill B: 616660 Make checks payable to and remit to: it; o Taxpayer: 5353 JACKSON DRIVE LLC Carver County C/O BORDER FOODS INC . . PO BOX 69 v 90 DECATUR AVE N GOLDEN VALLEY MN 55427 -4325 Chaska, MN 55318 -0069 u��lllllu '�III'I��IIIP� "���IIId��I�IIwf IIIIIII�I1Jlr�l�lr1 an 5 01 2014 251670030 000971000 2 A*AC�11,014* Lif