CC Staff Report 11-10-2014 Amendment to Vacant Land Purchase AgreementCITY OF
7700 Market Boulevard
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Chanhassen, MN 55317
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MEMORANDUM
TO: Mayor & City Council
FROM: Todd Gerhardt, City Manager
DATE: November 10, 2014 01�<v
SUBJ: Approve Amendment to Vacant Land Purchase Agreement for
Dakota Retail Property
PROPOSED MOTION:
The City Council approves the Amendment to Vacant Land Purchase
Agreement between the City of Chanhassen and Chanhassen Dakota Retail One,
LLC.
Approval requires a simple majority vote of the City Council.
BACKGROUND
Attached please find the Amendment to Vacant Land Purchase Agreement between
the City of Chanhassen and Center Companies, LLC. The need for the amendment is
as enumerated as follows:
1. Center Companies, LLC has decided to assign their purchase agreement rights to
Chanhassen Dakota Retail One, LLC
2. The City is holding the $1,000 earnest money, not the title company.
3. Buyer has the option to use a different title company at their own expense.
4. The owner can designate the location of the closing.
5. The City is requiring a plat and the conveyance of Outlot A.
There were some other minor changes but they did not change the intent of the
original purchase agreement previously approved by the City Council.
ATTACHMENT
Amendment to Vacant Land Purchase Agreement
g:\plan\2014 planning cases\2014 -11 dakota retail (sinclair) \purchase agreementkc report 11- 10- 2014.docx
Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow
AMENDMENT TO VACANT LAND
PURCHASE AGREEMENT
THIS AGREEMENT is dated as of October , 2014, between CITY OF
CHANHASSEN, a Minnesota municipal corporation ( "Seller "), and CENTER COMPANIES,
LLC, a Minnesota limited liability company, ('Buyer ").
RECITALS
WHEREAS, Seller and Buyer entered into a purchase agreement dated June 12d, 2013,
amended on August 20, 2014, (`Purchase Agreement ") for the conveyance of real property located
in the City of Chanhassen, Carver County, Minnesota legally described on attached Exhibit "A"
(`Property ");
WHEREAS, Buyer desires to assign the Purchase Agreement to Chanhassen Dakota Retail
One, LLC, and to make additional revisions related to the title company and conveyance of certain
property within the plat proposed to recorded in connection with this Purchase Agreement;
NOW, THEREFORE, in consideration of the covenants and undertakings contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Buyer and Seller agree as follows:
1. Incorporated. The above Recitals are hereby incorporated as a material part of this
Amendment with the same force and effect as if restated in full in this Paragraph.
2. Assignment. Buyer may assign the Purchase Agreement to Chanhassen Dakota
Retail One, LLC, a Minnesota limited liability company.
3. Amendment to Paragraph 3. Paragraph 3 of the Purchase Agreement is hereby
amended to read as follows:
3. PRICE AND TERMS. The total purchase price (`Purchase Price ") for the Property
included under this Purchase Agreement is Eighty-Five Thousand and No /100 Dollars
($85,000.00). The Purchase Price shall be payable as follows:
A. Earnest Money. $1,000.00 as earnest money (`Earnest Money ") which Earnest
Money shall be held by the City and applied as follows: (i) distributed to Seller at
the time of closing to be applied to the Purchase Price; (ii) distributed to Seller as
liquidated damages and as Seller's sole remedy, in the event Seller performs all of
its obligations under this Agreement and Buyer fails to close as required in this
Agreement. The Earnest Money will be returned to the Buyer in the event of (i)
refusal of the Seller to perform its obligations under this Agreement; or (ii) Buyer's
termination of this Agreement with the Contingency Period as hereinafter set forth.
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Buyer's sole remedy if Seller refuses to perform its obligations shall be to have the
Earnest Money returned.
B. Balance of Purchase Price. The balance of Purchase Price in cash or by wire
transfer of U.S. Federal Funds on the Closing Date as hereinafter defined.
4. Amendment to Paragraph 16. Paragraph 16 of the Purchase Agreement is amended
to read as follows:
16. CLOSING. The closing (the "Closing ") of the purchase and sale contemplated by
this Agreement shall occur at a location designated by Buyer, and shall occur on or before
December 31, 2014 ( "Closing Date "). At closing, Seller and Buyer shall disclose their
Social Security Numbers or Federal Tax Identification Numbers for the purpose of
completing state and federal tax forms. Seller has obtained a separate title commitment from
Commercial Partners Title, LLC, 200 South Sixth Street, Suite 1300, Minneapolis, MN
55402, but is not entitled to make objections to title based on the this commitment under
Paragraph 9. Seller agrees to cooperate with Buyer in causing the closing of the purchase
and sale to occur simultaneously with the closing on Buyer's acquisition of the adjacent
property, located at 7910 Dakota Avenue, Chanhassen, Minnesota, which Buyer intends to
develop with the Property as a single development. The Title Company shall be changed to
Commercial Partners Title, LLC, 200 South Sixth Street, Suite 1300, Minneapolis, MN
55402.
5. Amendment to Paragraph 20(B). Paragraph 20(B) of the Purchase Agreement is
amended to read as follows:
B. Seller's Contingencies. Seller's obligations under this Agreement are contingent
upon the following ( "Seller's Contingencies ") expressly contingent upon Seller's
satisfaction with each of the following prior to Closing:
(1) Buyer and Seller entering into a Site Plan Agreement for the Property,
approved by the Chanhassen City Council.
(2) Contemporaneously with the conveyance of the Property by Seller to Buyer,
Buyer will:
(a) record a plat of the Property consistent with the final plat for Dakota
Retail Center approved by the City of Chanhassen; and
(b) convey Outlot A of the Dakota Retail Center plat to Seller by Limited
Warranty Deed, free and clear of any encumbrances other than those
existing at the time of conveyance of the Property to Buyer and the plat of
Dakota Retail Center.
178663v2 2
Seller and Buyer agree that the transaction contemplated herein is contingent upon
the performance or resolution of the contingencies contained in this Section. In the
event any of the Contingencies have not been satisfied or waived, in the sole and
absolute judgment of Seller by Closing, the Seller may terminate this Agreement by
giving written notice to the Buyer. The Contingencies are for the sole benefit of the
Seller and the Seller shall have the right to waive any or all of the Seller
Contingencies by written notice to the Buyer. Termination of this Agreement by
Seller as a result of any of the Contingencies not being satisfied shall result in both
parties hereto being relieved of any further rights, responsibilities or obligations
hereunder other than the return of the Earnest Money to Buyer. Upon Termination
of this Agreement b by Seller, Buyer shall execute a Quit Claim Deed of the
Property to the Seller terminating Buyer's interest in this Purchase Agreement.
6. Amendment to Exhibit B. Exhibit B is hereby deleted.
7. Except as provided herein, all terms and provisions of the Purchase Agreement shall
remain in full force and effect.
Seller and Buyer have executed this Amendment as of the date first written above.
[remainder of page intentionally left blank with signature pages to follow]
178663v2 3
SELLER:
CITY OF CHANHASSEN
I:
Thomas A. Furlong, Mayor
Todd Gerhardt, City Manager
178663v2 4
BUYER:
CENTER COMPANIES, LLC
Lo
Its:
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