Signed Purchase Agreement TransmittalCITY OF CHANHASSEN
ENGINEERING DEPARTMENT
7700 Market Boulevard
P.O. Box 147
CHANHASSEN, MN 55317
(952) 227 -1100 FAX (952) 227 -1170
TO: Hans
Ames Business Center
2500 West County Road 42
Burnsville, MN 55337
WE ARE SENDING YOU
❑ Shop drawings
❑ Copy of letter
LETTER OF TRANSMITTAL
6/17/14
Vacant Land Purchase
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Kim
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(952) 227 -1107
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.
RECEIVED
JUN y ® 2014
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CITY OF CHANHASSEN
5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS.
A. Prior Years' Delinquent Real Estate Taxes and Delinquent Special Assessments.
Delinquent real estate taxes payable in years prior to the year of Closing and
delinquent installments of special assessments certified for collection with real
estate taxes payable in years prior to the year of Closing, together with penalty,
interest and costs, shall be paid by Seller not later than the Date of Closing.
B. Real Estate Taxes Payable in the Year of Closing. Seller and Buyer shall prorate
all general real estate taxes due and payable on or pertaining to the Property in the
year in which the Date of Closing occurs on a per diem basis. If the Property is a
portion of one tax parcel, the prorated taxes payable herein shall be determined on
a proportionate square footage basis. Seller shall pay on or before the Date of
Closing all levied and pending special assessments associated with the Property as
of the date of this Agreement. Seller shall pay penalty, interest and costs on any
delinquent installment of taxes and special assessments payable in the year of
Closing.
C. Certified Special Assessments. All installments of special assessments certified
for payment with the real estate taxes payable on the Property in the year of
Closing shall be paid by Seller at Closing.
D. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all
other special assessments levied against the Property as of the date of this
Purchase Agreement.
6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN
WARRANTIES. Seller warrants that buildings on adjoining real property, if any, are entirely
outside of the boundary lines of the Property. Seller warrants that there has been no labor or
material furnished to the Property for which payment has not been made. Seller warrants that
there are no present violations of any restrictions relating to the use or improvement of the
Property. These warranties shall survive the delivery of the Limited Warranty Deed.
7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's
authorized agents shall have the right during the period from the date of this Agreement to the
Date of Closing to enter in and upon the Property in order to make, at Buyer's expense, surveys,
measurements, soil tests and other tests that Buyer shall deem necessary. Buyer agrees to restore
any resulting damage to the Property and to indemnify, hold harmless and defend Seller from
any and all claims by third persons of any nature whatsoever arising from Buyer's right of entry
hereunder, including all actions, proceedings, demands, assessments, costs, expenses and
attorneys' fees. Buyer shall not perform any invasive testing of the Property without Seller's
prior written consent. Seller's consent may be conditioned upon any reasonable restrictions that
Seller deems necessary. Buyer shall provide to Seller a copy of any such surveys,
measurements, soil tests or other tests within five (5) days after receipt.
8. POSSESSION. Seller shall deliver possession of the Property not later than the actual
Date of Closing.
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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
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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: J
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
Se
Mc ., as amended ( "CERCLA ") and any state environmental laws.
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(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
by law.
X Seller represents to the best of Seller's knowledge that the property does
not have any American Indian burial grounds, other human burial grounds,
ceremonial earthworks, historical materials, and/or other archeological sites that
are protected by federal or state law. Buyer's obligation to close is contingent
upon Buyer determining to Buyer's satisfaction that the property does not have
any American Indian burial grounds, other human burial grounds, ceremonial
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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 May 6,
2015, (the "Closing" or "Closing Date "). The Closing Date may be accelerated by mutual
agreement of the parties if all contingencies contained herein are satisfied prior to conclusion of
the Contingency Period. At closing, Seller and Buyer shall deliver to one another the
instruments specified herein. The closing shall be at a location designated by Seller. Unless
otherwise agreed by the parties in writing, in the event that any of the contingencies provided for
in this Agreement are not satisfied prior to the Date of Closing, this Agreement shall be null and
void and of no further force and effect. At closing, Seller and Buyer shall disclose their Social
Security Numbers or Federal Tax Identification Numbers for the purposes of completing state
and federal tax forms.
17. CLOSING DOCUMENTS.
A. At the Closing, Seller shall execute and/or deliver to Buyer the following
(collectively the "Closing Documents "):
(1) Limited Warranty Deed. A Limited Warranty Deed in recordable form
and reasonably satisfactory to Buyer, which shall include the following
well representations: "Seller certifies that the Seller does not know of any
wells on the described Property."
(2) Seller's Affidavit. A standard form affidavit by Seller indicating that on
the date of Closing there are no outstanding, unsatisfied judgments, tax
liens or bankruptcies against or involving Seller or the Property; that there
has been no skill, labor or material furnished to the Property for which
payment has not been made or for which mechanic's liens could be filed;
and that there are no other unrecorded interests in the Property.
(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;
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18.
(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.
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.
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;
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(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 farther 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.
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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 78`h Street West, (ii) existing
signal at the main Target Drive and 78`h Street West and (iii) timing and
interconnect of the signal identified in (ii) above and the existing signal at
Powers Blvd and West 78`h 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, at Buyer's cost;
(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.
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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. Assignment. 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.
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I agree to purchase the Property for the price and terms and conditions set forth above.
BUYER:
HALIF /X DEVELOPMENT, L-LC
By:
Its: l /I - q-2oly
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EXHIBIT A
Legal Description of Property
That part of Outlot A, CHAN14ASSEN RETAIL SECOND ADDITION, Carver County,
Minnesota, according to the recorded plat thereof, that lies East of the West line of the
East 173.31 feet of said Outlot A and South of the South line of Outlot 13, of said
C14ANHASSEN RETAIL SECOND ADDITION.
Property to be replatted prior to closing as part of a new lot and block together with
additional property.
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EXHIBIT B
Depiction of Property to be Acquired
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