Vacant Land Purchase AgreementCITY OF CHANHASSEN
PLANNING DEPARTMENT
7700 Market Boulevard
P.O. Box 147
CHANHASSEN, MN 55317
(952) 227-1100 FAX (952) 227-1170
TO: Solomon Real Estate Group
9478 Riley Lake Road
Eden Prairie, MN 55347
LETTER OF TRANSMITTAL
DATE JOB NO.
1/12/16
ATTENTION
Jay Scott
RE:
Lot 2, Block 1, Zamor Addition
WE ARE SENDING YOU
®
Attached ❑
Under separate cover via the following items:
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Prints
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Change Order
❑ Pay Request ❑
COPIES
DATE
NO.
DESCRIPTION
1
1/11/16
Vacant Land Purchase Agreement
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Approved as noted
❑ Submit copies for distribution
® As requested
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Returned for corrections
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❑ FORBIDS DUE
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PRINTS RETURNED AFTER
LOAN TO US
REMARKS
COPY TO:
THESE ARE TRANSMITTED as checked below:
❑ For approval
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Approved as submitted
❑ Resubmit copies for approval
N For your use
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Approved as noted
❑ Submit copies for distribution
® As requested
❑
Returned for corrections
❑ Return corrected prints
❑ For review and comment
❑
❑ FORBIDS DUE
❑
PRINTS RETURNED AFTER
LOAN TO US
REMARKS
COPY TO:
Kim Wlefiwissen, (952) 227-1107
If enclosures are not as noted, kindly notify us at once.
VACANT LAND PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on the l l+"day ofJQ J 201,8
by and between the CITY OF CHANHASSEN, a Minnesota municipal corporate n, 7700
Market Boulevard, P. O. Box 147, Chanhassen, Minnesota 55317 ("Seller"), and
CHANHASSEN SHOPPES, LLC, a Minnesota limited liability company, 9478 Riley Lake
Road, Eden Prairie, Minnesota 55347-3490 ("Buyer").
2. OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell the following
the real property located in Carver County, Minnesota, described on the Exhibit A attached
hereto and incorporated herein by reference ("Property").
3. PRICE AND TERMS. The purchase price for the Property included under this Purchase
Agreement is approximately Thirty-six Thousand Ninety-nine and 20/100 Dollars ($36,099.20).
The final purchase price shall be $3.20/square foot as deternined by an ALTA survey obtained
by Buyer in accordance with the terms of this Agreement ("Purchase Price"). If the total square
footage of the Property is greater or less than 11,281 square feet, the Purchase Price shall be
adjusted accordingly. 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 Commercial Partners Title in an interest-bearing trust account
("Title Company") in accordance with the Escrow Agreement attached hereto as
Exhibit B. All Earnest Money shall be: (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
under Paragraph 20.A. as hereinafter set forth. Buyer's sole remedies if Seller refuses
to perform its obligations shall be to have the Earnest Money returned or commence
an action for specific performance within 30 days of Seller's default.
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. DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and
deliver to Buyer a Limited Warranty Deed, conveying good and 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; and
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C. The lien of real property taxes and the lien of special assessments and interest due
thereon, if any, payable in the year of closing which by the terms of this Purchase
Agreement are to be paid or assumed by the Buyer.
D. Any encumbrances shown on the title commitment to which Buyer has not objected
to prior to the expiration of the twenty (20) day period provided under Section 9 of
this Agreement ("Permitted Encumbrances").
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. Real estate taxes payable in the
year of Closing shall be prorated between Seller and Buyer on a calendar year basis to
the Date of Closing. Buyer shall assume installments not paid at Closing. Seller shall
pay penalty, interest and costs on any delinquent installment of taxes and special
assessments payable by Seller in the year of Closing. Seller represents and warrants
that there are no pending, levied or deferred special assessments on the Property.
C. Deferred Real Estate Taxes. Seller shall pay on Date of Closing or provide for
payment of any deferred real estate taxes (including "Green Acres" taxes under Minn.
Stat. § 273.111) payment of which is required as a result of the Closing of this sale
and the recording of the Deed. Provision for payment shall be by payment into
escrow of 1.5 times the estimated payoff amount of the deferred taxes.
D. Certified Special Assessments. All installments of special assessments certified for
payment with the real estate taxes payable in the year of Closing shall be paid by
Seller at Closing.
E. Pendine Special Assessments. Seller shall provide for payment of special
assessments pending as of the date of this Purchase Agreement for improvements that
have been ordered by the City Council or other governmental authorities. Seller's
provision for payment shall be by payment into escrow of 1.5 times the estimated
amount of the assessments. If a special assessment becomes pending after the date of
this Purchase Agreement and before the Date of Closing, Buyer may, at Buyer's
option:
(1) Assume payment of the pending special assessment without adjustment to the
purchase price of the real property; or
(2) Require Seller to pay the pending special assessment (or escrow for payment
of same as provided above) and Buyer shall pay a commensurate increase in
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the purchase price of the real property, which increase shall be the same as the
estimated amount of the assessment; or
(3) Rescind this Agreement, in which case all Earnest Money shall be refunded to
Buyer.
F. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all
other special assessments levied as of the date of this Purchase Agreement.
6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN
WARRANTIES. Seller warrants that buildings are entirely within the boundary lines of the
Property. Seller warrants that there has been no labor or material furnished to the Property for
Seller 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. Seller warrants that the
Property is not subject to a lien for Medical Assistance or other public assistance.
7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Buyer and Buyer's
authorized agents as well as Chick-Fil- A, Inc ("CFA") and its 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 or CFA's expense, surveys, measurements, soil
tests and other tests that Buyer or CFA 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. No invasive testing of the Property shall be performed without Seller's prior
written consent. Seller's consent may be conditioned upon any restrictions that Seller deems
necessary. Buyer shall provide to Seller a copy of any such surveys, measurements, soil tests or
other tests that Buyer or CFA obtain within five (5) days after receipt.
8. POSSESSION. Seller shall deliver possession of the Property not later than the actual
date of closing.
9. TITLE INSURANCE. Within fifteen (15) days following the date of this Agreement,
Seller, at its expense, shall furnish a title insurance commitment in the full amount of the
Purchase Price issued by Land Title, Inc. ("Title Company"), 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 Premises. Buyer shall be allowed twenty (20)
business days after receipt of the title commitment and land survey for examination of title and
making any objections, which shall be made in writing or deemed waived.
10. TITLE CORRECTIONS AND REMEDIES. Seller shall have twenty (20) business
days from receipt of Buyer's written title objections to notify Buyer of Seller's intention to make
title marketable within (90) days from Seller's receipt of such written objections. If notice is
given, payments hereunder required shall be postponed pending correction of title, but upon
correction of title within ten (10) days after written notice to Buyer, the parties shall perform the
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Agreement according to its terms. If no such notice is given, or if notice is given but title is not
corrected within the time provided for, this Agreement shall be null and void, at the option of
Buyer, and in such case, neither parry shall be liable for damages hereunder to the other, unless
Buyer notifies Seller in writing of Buyer's waiver of the uncured title objections within five (5)
business days from the end of the twenty (20) day business day period.
11. NOTICES. All notices required herein shall be in writing and delivered personally or
mailed to the address as shown at Paragraph 1, above and if mailed, are effective as of the date of
mailing.
12. MINNESOTA LAW. This contract shall be governed by the laws of the State of
Minnesota.
13. WELL DISCLOSURE. [Check one of the following.]
XX Seller certifies that Seller does not know of any wells on the Property.
Wells on the Property are disclosed by Seller on the attached Well Disclosure form.
14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM.
[Check one of the following. J
XX 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 has the present full authority and power to execute this Agreement and
to close the sale of the Property.
(2) That Seller has not received notice of (a) any actual or pending litigation or
proceeding by any organization, person, individual or governmental agency
against Seller with respect to the Property or against the Property, (b) any
violation of the Property's compliance with applicable fire safety laws,
building code ordinances, zoning ordinances or any similar statutes,
ordinances, laws, rules or regulations, (c) any condition, defect or inadequacy
which, if not corrected, would result in the termination of, or increase in the
cost of, insurance coverage, (d) any proceedings which could cause the
change, redefinition or other modification of the zoning classifications or of
other legal requirements applicable to the Property or any part thereof, or (e)
any pending or threatened condemnation proceeding that would affect the
Property.
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(3) Except as set forth in Section 9, on the Date of Closing there will be no (a)
outstanding leases or occupancy agreements, or (b) outstanding contracts
made by Seller for any improvements to the Property which have not been
fully paid for or for which Seller shall make arrangements to pay off except
such contracts as shall be agreed upon by Seller and Buyer for improvements
to the Property and Seller shall cause to be discharged all mechanic's or
materiahnen's liens arising from any labor or materials furnished to the
Property prior to the Date of Closing.
(4) Seller will not, without the prior written consent of Buyer:
(a) construct or enter into any agreement or commitment to construct any
improvement or alteration to the Property; or
(b) enter into or consent to any lease, easement, covenant or other obligation
affecting the Property or alteration to the Property except as provided
herein.
(5) Seller shall deliver to Buyer a written notice of the commencement of any
legal action by any governmental authority or third party affecting the
Property and will make no concessions or settlements with respect to any such
action without Buyer's prior written consent.
(6) Seller is not a foreign person, as such term is defined in Section 1445(f)(3) of
the Internal Revenue Code of 1986, as amended, and shall deliver an affidavit
to that effect at closing, which shall be in form and substance reasonably
acceptable to Buyer.
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 survive closing for a
period of six (6) months and shall be a condition precedent to the performance of
Buyer's obligations hereunder.
C. PROTECTED HISTORICAL SITES. [Select either (1) or (2) below. J
X 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.
Seller represents 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 earthworks, historical materials, and/or other
archeological sites that are protected by federal or state law.
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16. SELLER'S AFFIDAVIT. At closing, Seller shall supplement the warranties and
representations in this Purchase Agreement by executing and delivering a Minnesota Uniform
Conveyancing Blank [Form No. 116-M, 117-M, or 118-M] Affidavit of Seller.
17. CLOSING. The closing (the "Closing") of the purchase and sale contemplated by this
Agreement shall occur at a location designated by Buyer, and shall occur within five (5) days
after written notice from Buyer, but in no event later than thirty (30) days after CFA has waived
all of its contingencies under the Ground Lease between CFA and Buyer (the "Ground Lease"),
including, without limitation Site Plan, Preliminary and Final Plat and receipt of all approvals for
CFA to construct and operate a Chick-Fil-A restaurant on the Property and Buyer's adjacent
property ("Closing Date"). The foregoing notwithstanding, in no event will the Closing Date be
later than September 15, 2016. At Closing, Seller and Buyer shall disclose their Social Security
Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal
tax forms.
18. 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 there under, 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.
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(6) Certification. A certification that the representations and/or warranties made
by Seller is materially the same as were in existence on the date of this
Agreement or noting any changes thereto; and
(7) 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) All documents reasonably determined by either party or the title insurance
company to be necessary to provide title insurance for the Property;
(2) Payment of the Purchase Price.
19. CLOSING COSTS. The costs relating to the closing of this transaction shall bepaid as
follows:
A. Buyer shall pay:
(1) Recording fee for the Limited Warranty Deed;
(2) One-half of the closing fee charged by the Title Company;
(3) The premium for owner's title insurance, including survey coverage; and
(4) All costs for preparation of an ALTA survey.
B. Seller shall pay:
(1) All costs of obtaining a title insurance commitment;
(2) State deed tax;
(3) One-half of the closing fee charged by the Title Company; and
(4) Conservation fee attributable to the Limited Warranty Deed
20. ADDITIONAL TERMS.
A. Buyer's Contingencies. Buyer's obligations under this Agreement are contingent
upon the following ("Buyer's Contingencies") expressly contingent upon Buyer's
satisfaction with each of the following prior to Closing:
(1) The representations and warranties of Seller set forth in this Agreement must
be true as of the date of this Agreement and on the Closing Date, and Seller
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shall have delivered to Buyers at Closing a certificate dated the Closing Date,
signed by Seller, certifying that such representations and warranties are true as
of the Closing Date.
(2) Buyer determining on or before the Closing Date, that it is satisfied, in its sole
discretion, with Buyer's physical inspection of the Property, including,
without limitation, the results of matters disclosed by a Phase I Environmental
Audit 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.
(3) Receipt of all approvals required by CFA for the construction and operation of
a Chick-Fil-A restaurant on the Property and the Buyer's adjacent property,
including, without limitation site plan, vacation of appropriate drainage and
utility easements, the combination of the Property with Buyer's adjacent lot
and execution of a Site Plan Agreement (as set forth in B(1) and (2) below,
respectively) all in Buyer's and CFA's sole discretion.
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 Buyer by the Closing Date ("Contingency Period"), the Buyer may
terminate this Agreement by giving written notice to the Seller. The Contingencies
are for the sole benefit of the Buyer and the Buyer shall have the right to waive any or
all of the Buyer Contingencies by written notice to the Seller. Termination of this
Agreement by Buyer 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 by Buyer, Buyer shall execute a Quit Claim Deed of
the Property to the Seller terminating Buyer's interest in this Purchase Agreement.
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 combining the Property with Buyer's abutting property identified as
PID No. 258900020 ("Buyer's Parcel") under a single tax parcel at
Closing;
(2) Receipt of all approvals required by CFA for the construction and
operation of a Chick-Fil-A restaurant on the Property and the Buyer's
adjacent property, including, without limitation site plan, vacation of
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appropriate drainage and utility easements, the combination of the
Property with Buyer's adjacent lot and execution of a Site Plan Agreement
(as set forth in B(1); and
(3) Buyer obtaining an ALTA survey of the Property.
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.
C. "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.
21. ADDENDA. Attached are no addenda which are made a part of this Purchase
Agreement.
22. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this
Purchase Agreement.
23. MULTIPLE ORIGINALS. Seller and Buyer have signed two (2) originals of this
Purchase Agreement.
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The City agrees to sell the Property for the price and terms and conditions set forth above.
SELLER:
CITY OF CHANHASSEN
�
- Dated: / //— /� ,-29}�
Denny Laufg burger, is Mayor
Gerhardt, Its C1ty Manager
182668v8 10
The Buyer agrees to buy the Property for the price and terms and conditions set forth above.
BUYER:
CHANHASSEN SHOPPES, LLC
By_
ay M. Sc tt
Its Chief Manager
182668v8 11
Dated: D eC c&nk - 15',2015
EXHIBIT A
PROPERTY:
All that part of Lot 2, Block 1, Zamor Addition, according to the recorded plat thereof, Carver
County, Minnesota, which lies easterly of the following described line:
Commencing at the most easterly corner of said Lot 2; thence on an
assumed bearing of North 85 degrees 10 minutes 11 seconds West, along
the boundary between said Lot 2 and Lot 1, Block 1, said Zamor Addition,
for 154.54 feet to an angle point in said boundary and the actual point of
beginning of the line to be described; thence South 18 degrees 20 minutes
00 seconds East for 129.14 feet to the southerly line of said Lot 2 and there
terminating.
182668v8 12
EXHIBIT B
ESCROW AGREEMENT
The undersigned, Commercial Partners Title ("Escrow Agent") acknowledges receipt of One
Thousand and No/100 Dollars ($1,000.00) (the "Deposit") to be held by it pursuant to the terms
of the Purchase Agreement attached to this Escrow Agreement. Escrow Agent agrees to hold the
Deposit in accordance with the terms of the Purchase Agreement and disburse the same strictly
in accordance with such terms. Escrow Agent shall invest the Deposit in such interest-bearing
accounts or instruments as shall be approved by both the Buyer and the Seller. Interest shall
accrue for the benefit of Buyer and shall become part of the Earnest Money.
Seller represents that its Tax I.D. Number is as follows: 41-0885331.
Buyer represents that its Tax I.D. Number is as follows: 47-2624717.
The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be
under no obligation to determine whether the other parties hereto are complying with any
requirements of law or the terms and conditions of any other agreements among said parties.
Escrow Agent may conclusively rely upon and shall be protected in acting upon any notice,
consent, order or other document believed by it to be genuine and to have been signed or
presented by the proper party or parties. Escrow Agent shall have no duty or liability to verify
any such notice, consent, order or other document, and its sole responsibility shall be to act as
expressly set forth in this Agreement. Escrow Agent shall be under no obligation to institute or
defend any action, suit or proceeding in connection with this Agreement unless first indemnified
to its satisfaction. Escrow Agent may consult with respect to any question arising under this
Agreement and shall not be liable for any action taken or omitted in good faith upon advice of
such counsel.
The fees and charges of the Escrow Agent shall be paid as follows: one-half of such fees and
charges shall be paid by Seller and one-half of such fees and charges shall be paid by Buyer.
ESCROW AGENT:
COMMERCIAL PARTNERS TITLE
Dated:
182668v8 13
Dated:
SELLER:
CITY OF C ASSLN
By:
T d Gerhar
ts: City Manager
CHANHASSEN SHOPPES, !LLC
Dated:
ay M. Ott
Its: Chief Manager
182668v8 14