HomeMy WebLinkAbout10C - Community Playfield Prop. CITY COUNCIL AGENDA REPORT
16200 Eagle Creek Avenue S.E.
Prior Lake, MN 55372-1714
MEETING DATE:
AGENDA #:
PREPARED BY:
AGENDA ITEM:
DISCUSSION:
April 4, 2005
10C
Kelly Meyer, Assistant to the City Manager
CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE MAYOR
AND CITY MANAGER TO ENTER INTO A PURCHASE AGREEMENT AND
OPTION AGREEMENT FOR THE PURCHASE OF 39 ACRES OF PROPERTY
FROM SCOTT COUNTY FOR COMMUNITY PLAYFIELD PURPOSES.
HistorF. In 1997, a Park and Library Referendum was approved by the voters. As part of that
referendum, the City planned to acquire 80 acres of land for community play field purposes. (This
excludes the Kop property which was acquired for Lakefront Park). For a variety of reasons, the
City was only able to acquire the 38.4 acre parcel now known as Thomas Ryan Memodal Park.
This left an approximate 41.6 acres of the City's play field needs that were not addressed with
Referendum funding. In 2004, Ingraham and Associates competed a park needs study to update
the Park and Trail portion of the Comp Plan. The study confirmed a deficiency in community
playfields. According to the study, the City is short approximately 80 acres for community play field
purposes today without considering future needs.
In addition, since the 1997 Referendum, the City has entered into an orderly annexation agreement
with Spring Lake Township which will ultimately add another 3000 acres, and potentially 15,000
people, to the community. This addition will create an even greater demand for community athletic
fields. Taken as a whole --the 41.6 acres which were not acquired as part of the Referendum, and
the addition of 3000 acres over time-- the need for additional community play fields has been
magnified.
Current Circumstances: Over the past few years, the City Manager has discussed with Scott
County and the Three Rivers Park District, the possible acquisition of up to 40 acres within Spring
Lake Park for development as community play fields. According to Three Rivers Park District
Executive Director Doug Bryant, there are approximately 39 acres in the northwest comer of Spring
Lake Park that has been cropped and is thus not considered highly desirable regional parkland.
Adjacent to Spdng Lake Regional Park are three wetland areas totaling approximately 51 acres
that are highly desirable for regional park purposes. It is anticipated that these wetland areas can
be acquired by the City through park dedication as development occurs. The possibility of
structuring an agreement to exchange the 39 acres or cropped park land for the 51 acres of more
desirable regional park land, precipitated further discussion on how the needs of all parties might
be met.
Conclusion: The County, City and Three Rivers staffs believe there are significant benefits to all
parties in facilitating an exchange of property, and have negotiated the terms discussed below.
As indicated above, the staffs from the City, County and Three Rivers have had considerable
discussion regarding this acquisition. Over the course of the past several months, the County and
City have negotiated terms and agreements that would accomplish the following:
www. cityofpriorlake, com
I:\COUNCIL~'GNRPTS~2005\SPRINC-~AoI~ I~gjl~.l~J~).~-230 / Fax 952.447.4245
ISSUES:
1. The City would acquire approximately 36 acres or cropped park land and 3 acres of wetland in
the northwest corner of Spring Lake Park at a purchase price of $24,000 per acre and $800
per acre, respectively, for future development as community play fields.
2. Approximately 51 acres of wetland would be transferred to the County under the terms of an
Option Agreement as the City acquired the adjacent wetlands through park dedication. The
County would pay the City $800 per acre for the wetlands as they become available as a result
of development.
The terms of this transaction would require approval by the City Council, the Scott County Board,
the Metropolitan Parks and Open Space Commission (MPOSC), their Community Development
Committee, and then the full Metropolitan Council. The County and MPOSC will consider this item
on Tuesday, Apdl 5th. If approval is received by the City, County and MPOSC, the application will
proceed to the Community Development Committee, and then the Met Council for final
consideration. The primary concems for MPOSC and the Met Council will likely be that there is no
net loss of regional park land, and that the park land is used to its best advantage. Under the
proposal, the County would sell 39 acres to the City, but obtain neady 51 acres of wetland over the
term of the Option Agreement. This results in a significant net increase in park land, and with the
proceeds from the City's acquisition of the 39 acres, the County will be able to purchase an
additional 80 acres of regional park land. Given the benefits to all parties, we expect that the Met
Council will consider the item by the end of Apdl.
The Purchase Agreement and Option Agreement are attached. The Purchase Agreement is a
version of the City's Standard Agreement. Because of the non-standard terms of the transaction,
the Purchase Agreement was modified under the direction of the City Attorney. The City Attomey
also drafted the Option Agreement. Both Agreements have been found acceptable to the County
Attomey as well.
In considering whether to enter into this transaction, the Council may wish to consider the
following:
1. The 1997 Referendum failed to acquire 42 acres which were to be developed into community
play fields to meet the City's needs at its pre-annexation size.
2. Since this time, the City entered into an annexation agreement which will result in the addition
of approximately 15,000 people which magnifies the need for additional land for play fields.
3. Three Rivers Park District has confirmed that up to 40 acres on the north and west edge of the
345 acre future Spring Lake Park property excess to regional park needs.
4. Three Rivers Park District has further confirmed that from a construction and operational
standpoint, athletic play fields could integrate well with the regional park and would not be
detrimental.
5. The County has confirmed their interest in selling the property to the City under these
circumstances, have conducted an appraisal, and intend to use proceeds for Scott County
Regional park purposes.
6. The appraisal price appears to be reasonable given the growth of this area.
7. Funds for this purchase have been programmed into the Park Dedication study completed
earlier this year so funds are available for this purpose in the Capital Park Fund.
8. The land contemplated for a community play field is on the northwest edge of the Spring Lake
Park property immediately adjacent to Howard Lake Road. The property is fiat, has very few
trees and is located in the rural area so very few existing neighbors would be impacted.
9. The play fields could operate well with Mystic Lake Casino, Playworks, Dakotah Sport and
Fitness as well as the camps and cabins in the park. The facility would bdng families and
money into the City.
10. This venture is consistent with the 2020 Vision and Strategic Plan from a park development
and partnership perspective.
I:\COU NCILV~,GNRPTS~OO5\SPRING LAKE PARK.DOC
City of Prior Lake
Minnesota
SPRING LAKE
PARK AREA
CITY BOUNDARY
COUNTY/REGIONAL PARK
Lut UlXlat~ March 2004
700 0 700 Feet
Thin drawiflg i~ neltmr a legally recont~l map nor · ~uwey
afld i~ flot ifllefl4ed to be treed a~ one.
~ml~mt~n ~ records, inlommal{on and ,,'k~/
City of Prior Lake
b~: r~O~-'~ Minnesota
[~,~~~~'.$,,,~.L~~~i) 2005 W~~"E
SPRING LAKE
PARK AREA
CITY BOUNDARY
COUNTY/REGIONAL PARK
7O0 0 70O Feet
Tht~ mawtng i~ nelemer a ~ mcom~ map nor · ~uwey
City of fMor Lake, or any other ®r~lly from which data ~wm,,
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT is made this
between the CITY OF PRIOR LAKE, a Minnesota municipal corporation, with offices at 16200
Eagle Creek Avenue SE, Pdor Lake, Minnesota ("City"), and COUNTY OF SCOTT, a political
subdivision of the State of Minnesota, whose address is 428 Holmes Street South, Shakopee,
Minnesota 55379 (County").
RECITALS
WHEREAS, the County owns Spdng Lake Regional Park ("Park") within Scott County which
consists of approximately 345 acres; and
WHEREAS, the City desires to obtain approximately thirty-nine (39) acres of cropped park
land within the Park from the County for use as an active recreational area; and
WHEREAS,
as part of the consideration for the County transferring a portion of Spring Lake
Park to the City, the County desires to obtain approximately three (3) wetland
areas, containing approximately 51 acres adjacent to the Park to be included
within the Park boundaries, and
WHEREAS,
the terms, conditions and consideration for the transfer of the approximately 51
acres of wetland from the City to the County is set forth and described in an
Option Agreement incorporated herein as Exhibit A as if fully set forth herein
("Option Agreement"); and
WHEREAS, the Option Agreement shall survive the closing on the 39 acres of Park property
that the City is acquiring under this Purchase Agreement; and
WHEREAS, this transaction between the County and City will not create any permanent net
loss of acreage to the Park; and
WHEREAS, the Metropolitan Council has considered the transaction based upon the fact
that there will be no permanent loss of net acreage to the Park.
NOW THEREFORE, in consideration of the promises and covenants contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, County and City agree as follows:
1. Recitals. The recitals set forth above are incorporated herein as if fully set forth.
2. Sale of Property. County agrees to sell to City, and City agrees to buy from
County the real property located in Prior Lake, Minnesota, and legally described in the
attached Exhibit B, together with all improvements, easements, right-of-ways for road
improvements, and rights benefiting or appurtenant thereto (collectively referred to as the
"Property").
3. Purchase Price and Manner of Payment. The total purchase price (the
'Purchase Price") to be paid by City to County for the Property shall be Eight Hundred Sixty-
Six Thousand Four Hundred and 00/100 Dollars ($866,400.00), calculated in the following
manner and payable in cash or by wire transfer on the Date of Closing (As defined in
Paragraph 5 of this Agreement:
a.
bi
Thirty-Six (36) acres of upland developable for aclive recreation at $24,000 per acre, for a
total of $864,000.00; and
Three (3) acres of wetland, at $800 per acre for a total of $2,400.00
4. Acceptance Deadline. The offer to purchase contained in this Agreement (the
"Offer") shall be revoked and shall be null and void on April 5, 2005 at 11:59 p.m. (the
"Acceptance Deadline"), unless the City and County has accepted the Offer by the Acceptance
Deadline. In order to constitute acceptance of the Offer, County and City must execute this
Agreement and provide a copy of the fully executed Agreement to City in the manner provided
for giving notices specified in Paragraph 17 of this Agreement.
5. Closing and Possession. The closing of the purchase and sale contemplated
by this Agreement (the ~Closing") shall be on or before April 31, 2005, or such other date as
may be mutually agreed to by the parties (the "Date of Closing" or "Closing Date"). The
Closing shall take place at the offices of a title company selected by City (the "Title Company")
or at such other place as may be agreed to by the parties. The parties shall deliver the
following documents at Closing:
a.
County's Closing Documents. On the Closing Date, County shall execute and
deliver to City the following (collectively, "County's Closing Documents"):
Warranty Deed. The Warranty Deed, free and clear of all
encumbrances, liens, covenants, conditions, easements, restrictions,
reservations, and assessments, except as shown in the attached Exhibit
C (the "Permitted Encumbrances"). County must comply with all
necessary requirements in order to perfect the conveyance of the
property, including but not limited to lot split requirements of the City of
Pdor Lake and/or Scoff County.
Seller's Affidavit. An Affidavit of Title by Seller indicating that on the
Closing Date there are no outstanding, unsatisfied judgments, tax liens
or bankruptcies against or involving County 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.
III.
FIRPTA Affidavit. A non-foreign affidavit, properly executed and in
recordable form, containing such information as is required by IRC
Section 1445(b) (2) and its regulations.
iv.
Abstract of Title. If available, the Abstract of Title to the original parcel
must be provided in order for the Title Company to prepare a stub
b.
.
Date.
.
regarding this
a.
b.
c.
abstract for the Property to be purchased at the City's sole cost and
discretion.
V.
Well Certificate. If there is a well located on the Property, a Well
Disclosure Certificate signed by County in the form required by law.
vi.
Right of Entry / Waiver of Trespass. County must execute the City's
Right of Entry/Waiver of Trespass agreement which allows the City to
enter upon the Park and Property for the purpose of conducting any
testing necessary to evaluate the viability of improvements to the parcel.
vi.
Title Documents. County will provide all other documents necessary as
determined by the Title Company in order to provide dear and
marketable title to City, including but not limited to a Warranty Deed to
County from City, or such other person or entity that holds the fee title to
the Property, free and dear of all encumbrances, liens, covenants,
conditions, easements, restrictions, reservations and assessments,
except the Permitted Encumbrances. Costs and recording fees for said
documents will be borne by the County.
City's Closing Documents. On the Closing Date, City will execute and deliver to
County the following (collectively, "City's Closing Documents"):
Purchase Pdce. The sum of Eight Hundred Sixty-Six Thousand Four
Hundred and 00/100 Dollars ($866,400.00).
Title Documents. Such Affidavits of Purchaser, Certificates of Value or
other documents as may be reasonably required in order to record the
County's Closing Documents.
Possession of property. County shall vacate the Property as of the Closing
pr.orations. County and City agree to the following allocations of costs
Agreement.
County's Closing Costs. County shall pay (i) the cost of obtaining and recording
any documents necessary to make title to the Property. marketable as provided
in this Agreement; (ii) the cost of the title insurance commitment as provided in
this Agreement, (iii) the cost of preparing the County's Closing Documents, and
(iv) any other cost or expenses allocated to County under this Agreement.
City's Closing Costs. City shall pay (i) the cost of preparing the City's Closing
Documents, (ii) the total dosing fee charged by the Title Company, (iii) the
premium for any title insurance policy purchased by City, and (iv) any other cost
or expense allocated to City under this Agreement.
Real Estate Taxes and Special Assessments.
General real estate taxes payable in 2005 and all pdor years, if any,
shall be paid by County.
ii.
County shall pay all special assessments levied, pending, or constituting
a lien against the Property as of the Closing Date, if any, including
without limitation any installments of special assessments (including
interest) payable with general real estate taxes in 2005 (the "Special
Assessments"). In the event that the amount of the Special Assessments
is unknown as of the Date of Closing, County shall escrow with the Title
Company on the Date of Closing one and one-half (1.5) times the
estimated amount of the' Special-Assessments. Upon receipt of
notification of the actual amount of the Special Assessments, the Title
Company shall pay such amount from the escrowed funds. Any
escrowed funds remaining after payment of the actual amount of the
Special Assessments shall be disbursed to County. In the event that the
escrowed funds are not sufficient to pay the actual amount of the
Special Assessments, County shall deposit with the Title Company such
additional amounts as may be necessary to fully pay the actual amount
of the Special Assessments. County shall pay such additional amount to
the Title Company within fourteen (14) days of the date of notice from
City or the Title Company that the escrowed funds are not sufficient to
pay the actual amount of the Special Assessments
d. Miscellaneous.
In addition to those costs and expenses allocated to and/or to be paid or
assumed by County pursuant to this Agreement, County agrees to pay
any other closing-costs and expenses customarily paid by sellers and
City agrees to pay any other closing costs and expenses customarily
paid by buyers.
County hereby indemnifies City for any claim, cost, or damage related to
any brokerage fee due because of this Agreement.
8. Title Evidence. As soon as reasonably possible but no later than thirty (30)
days after the date of this Agreement, County shall, at County's sole cost and expense, deliver
the following to City (collectively, the "Title Evidence"):
a.
A commitment by the Title Company to issue an ALTA Form B 1990 Owner's
Policy of Title Insurance, in an amount equal to the Purchase Pdce, to insure
City's title to the Property (the "Title Commitment"), including copies of
documents referenced in Schedule B thereof. The Title Commitment shall have
an effective date of no earlier than the date of this Agreement. The Title
Commitment shall include affirmative coverages for appurtenant easements, if
any. The Title Commitment shall obligate the Title Company to delete standard
exceptions from the Title Commitment and the policy upon the Title Company's
receipt of a satisfactory survey of the Property, a Seller's affidavit in the form
described in Paragraph 5a(ii) and a Buyer's affidavit in the form described in
Paragraph 5b(ii).
b,
Within ten (10) days of the date of this Agreement, County shall deliver to City a
copy of any survey of the Property in County's Possession. City may, at City's
sole cost and expense, have a current survey of the Property prepared by a
surveyor registered under the laws of State of Minnesota. Such survey shall be
certified to City and the Title Company, and the certification language shall be
reasonably acceptable to City (the "Survey"). The Survey shall meet the 1999
Minimum Standard Detail Requirements for ALTA/ACSM Title Surveys.
9. Title Examination, Title Corrections and Remedies. Within ten (10)business
days of City's receipt of the last item of Title Evidence and within ten (10) business days of
City's discovery of a defect in the marketability of County's title to the Property which defect
was not reasonably ascertainable from the Title Evidence, City shall deliver written objections
thereto to County (the "Objections"). County shall have sixty (60) days from receipt of the
Objections to make title marketable. Upon receipt of the Objections, County shall, within ten
(10) business days, notify City of County's intention to make title marketable within the 60-day
pedod. Liens or encumbrances for liquidated amounts that can be released by payment or
escrow from proceeds of closing shall not delay the closing. Cure of the defects by County
shall be diligent and prompt. Pending correction of title, the payments required hereunder
shall be postponed, but upon correction of title, and within ten (10) days after written notice to
the City, the parties shall perform this Agreement according to its terms.
ao
If notice is given and County makes title marketable, then upon presentation to
City and proposed lender of documentation establishing that title has been
made marketable, and if not objected to in the same time and manner as the
odginal title objections, the Closing shall take place within ten (10) business
days or on the scheduled Closing Date, whichever is later.
b.
If notice is given and County attempts in good faith to make title marketable but
the 60-day period expires without title being made marketable, City may declare
this Agreement null and void by notice to County, and neither party shall be
liable for damages hereunder to the other.
C,
If County does not give notice of intention to make title marketable, or if notice is
given but the 60-day pedod expires without title being made marketable due to
County's failure to make good faith attempts to make title marketable, City may,
as permitted by law, pursue any one or more of the following:
Proceed to closing without waiver or merger in the deed of the
Objections and without waiver of any remedies, and may:
(1)
(2)
Seek damages, costs, and reasonable attorney's fees from
County as permitted by law; or
Undertake proceedings to correct the objections to title;
Rescind of this Purchase Agreement by notice as provided herein, in
which case the Purchase Agreement shall be null and void;
III.
Seek damages from County, including costs and reasonable attorney's
fees, as permitted by law;
iv.
Seek specific performance, including costs and reasonable attorney's
fees, within six (6) months after such right of action arises.
d.
If title is marketable, or is made marketable as provided herein, and City
defaults in any of the agreements herein, County may cancel this Agreement as
provided by statute and retain all payments made hereunder as liquidated
damages.
e.
If title is marketable, or is made marketable as provided herein, and County
defaults in any of the agreements herein, City may, as permitted by law:
Seek damages from County, including costs and reasonable attorney's
fees; or
Seek specific performance, including costs and reasonable attorney's
fees, within six (6) months after such right of action arises.
10. Inspections. City may perform such inspections of the Property as City, in
City's sole discretion, deems appropriate (the "Inspections"). The Inspections shall be done at
City's sole cost and expense. City and City's agents shall have the right, upon reasonable
advance notice to County, to go upon the Property to perform the Inspections.
11. Representations and Warranties by County. County makes the following
representations to City as of the date of this ^greement and as of the Date of Closing:
ao
Authority. County represents and warrants to City that County has the requisite
power and authority to enter into this Agreement and the County's Closing
Documents to be signed by County; that the execution, delivery and
performance by County of such documents do not confiict with or result in
violation of any judgment, order, or decree of any court or arbiter to which
County is a party; and such documents are valid and binding obligations of
County, and are enforceable in accordance with their terms.
b.
Title to Property. County owns or will own on the Closing Date, the Property
free and clear of all encumbrances, liens, covenants, conditions, easements,
restrictions, reservations, and assessments, except the Permitted
Encumbrances.
Co
Assessments. County has received no notice of actual or threatened special
assessments or reassessments of the Property, other than those potential
assessments from the construction of the Ring Road.
d.
Environmental Laws. To the best of County's knowledge, no toxic or hazardous
substances or wastes, pollutants or contaminants (including, without limitation,
asbestos, urea formaldehyde, the group of organic compounds known as
polychlodnated biphenyls, petroleum products including gasoline, fuel oil, crude
oil and vadous constituents of such products, and any hazardous substance as
defined in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA", 42 U.S.C. {}9601-9657, as amended) have
been generated, treated, stored, released or disposed of, or otherwise placed,
deposited in or located on the Property, nor has any activity been undertaken on
the Property that would cause or contribute to (i) the Property becoming a
treatment, storage or disposal facility within the meaning of, or otherwise bring
the Property within the ambit of, the Resource Conservation and Recovery Act
of 1976 ("RCRA"), 42 U.S.C. ~901 et. seq., or any similar state law or local
ordinance, (ii) a release or threatened release of toxic or hazardous wastes or
substances, pollutants or contaminants, from the Property within the meaning
of, or otherwise bring the Property within the ambit of, CERCLA, or any similar
state law or local ordinance, or (iii) the discharge or pollutants or effluents into
any water source or system, the dredging or filling of any waters or the
discharge into the air of any emissions, that would require a permit under the
Federal Water Pollution Control Act, 33 U.S.C. §1251 et. seq., or the Clean Air
Act, 42 U.S.C. §7401 et. seq., or any similar state law or local ordinance, except
as disclosed in the reports of Agassiz Environmental Systems and Midwest
Analytical Services. To the best of County's knowledge, there are no
substances or conditions in or on the Property that may support a claim or
cause of action under RCRA, CERCLA or any other federal, state or local
environmental statutes, regulations, ordinances or other environmental
regulatory requirements, including without limitation, the Minnesota
Environmental Response and Liability Act, Minn. Stat. §115B ("MERLA") and
the Minnesota Petroleum Tank Release Cleanup Act, Minn. Stat. §115C.
e,
Rights of Others to Purchase Property. There are no unrecorded mortgages,
contracts, purchase agreements, options, dghts of first refusal, leases,
easements or other agreements or interests relating to the Property and there
are no persons in possession of any portion of the Property, except as may be
disclosed by the Title Evidence;
County's Defaults. County is not in default in the performance of any of
County's obligations or liabilities under any easement agreement, covenant,
condition, restriction or other instrument relating to the Property.
g.
FIRPTA. County is not a "foreign person," "foreign partnership," "foreign trust,"
or "foreign estate" as those terms are defined in Section 1445 of the Internal
Revenue Code.
h.
Proceedings. There is no action, litigation, investigation, condemnation or
proceeding of any kind pending or, to the best knowledge of County, threatened
against the Property.
Wells. County certifies that County does not know of any "Wells" on the
described Property within the meaning of Minn. Stat. §1031. This representation
is intended to satisfy the requirements of that statute.
Private Sewer Systems. County certifies that County does not know of any
private sewer system on or serving the Property, nor have any been installed or
removed during County's ownership of the Property.
ko
Compliance. To the best of County's knowledge, the Property fully conforms
with all applicable statutes, laws, codes, ordinances and restrictions including all
zoning, platting, subdivision and use laws and all building, energy and
environmental codes and regulations. To the best of County's knowledge, all
improvements are located entirely within the boundary lines of the Property and
do not encroach upon any adjacent property and no improvements on any
adjacent property encroach upon the Property.
Access. To the best of County's knowledge, the Property abuts on and has
direct vehicular access to a public road or has driveway access to public roads
by permanent, irrevocable easements which will be conveyed to City on the
date of closing, and County has no knowledge of any fact or condition which
would result in the termination of such access.
County will indemnify City, and City's successors and assigns, against, and will hold City, and
City's successors and assigns, harmless from, any expenses or damages, including
reasonable attorney's fees, that City incurs because of the breach of any of the above
representations and warranties, whether such breach is discovered before or after Closing.
Consummation of this Agreement by City with knowledge of any such breach by County will
not constitute a waiver or release by City of any claims due to such breach. Each of the
representations and warranties set forth above shall survive the Closing.
City agrees to accept the Property in "as is" condition, except as may be provided elsewhere in
this Agreement.
12. ,Representations and Warranties, of City. City represents and warrants to
County that City is a duly organized municipal corporation under the laws of the State of
Minnesota; that City is duly qualified to transact business in the State of Minnesota; that City
has the requisite power and authority to enter into this Agreement and the City's Closing
Documents to be signed by City; such documents have been, or will have been by the Date of
Closing, duly authorized by all necessary action on the part of City and have been duly
executed and delivered; that the execution, delivery and performance by City of such
documents do not conflict with or result in violation of City's governing documents or any
judgment, order, or decree of any court or arbiter to which City is a party; and such documents
are the valid and binding obligations of City and enforceable in accordance with their terms.
City will indemnify County, and County's successors and assigns, against, and will hold
County, and County's successors and assigns, harmless from, any expenses or damages,
including reasonable attorney's fees, that County incurs because of the breach of any of the
above representations and warranties, whether such breach is discovered before or after
Closing. Consummation of this Agreement by County with knowledge of any such breach by
City will not constitute a waiver or release by County of any claims due to such breach. Each
of the representations and warranties set forth above shall survive the Closing.
13. City's Contingencies. The obligations of City under this Agreement are
contingent upon each of the following:
ao
Representations and Warranties. The representations and warranties of County
contained in this Agreement shall be true at the time this Agreement is executed
and on the Closing Date as if made on the Closing Date.
b.
Title. Title shall have been found acceptable, or been made acceptable, in
accordance with the requirementg and taring of thi~ A0r~m~n~.
C.
Performance of County's Obligations. County shall have performed all of the
obligations required to be performed by County under this Agreement, as and
when required by this Agreement.
d. Survey. City shall be satisfied, in City's sole discretion, with the Survey.
e,
Inspections. The results of any Inspections shall be satisfactory to City, in City's
sole discretion.
Unless each of the above contingencies is satisfied, removed, or waived by City one day
before the Date of Closing, City shall have the right to cancel this Purchase Agreement by
giving County written notification of City's election to so cancel. Upon delivery of such written
notification, this Purchase Agreement shall be null and void, and County and City agree to
execute a cancellation of this Purchase Agreement.
14. 0peration.Prior to Closinp. During the time pedod between the date of this
Agreement and the Closing Date (the "Executory Period"), County shall operate and maintain
the Property in the ordinary course of business in accordance with prudent and reasonable
business standards. County shall execute no contracts, leases, or other agreements regarding
the Property during the Executory Period which extend beyond the Closing Date without the
pdor written consent of City, which consent may be withheld by City, in City's sole discretion.
15. Brokers. The City is not represented by any broker. The County is not
represented by any broker.
16. Survival. All of the terms, conditions, representations, warranties, and
indemnifications contained in this Agreement shall survive and be enforceable after the
Closing.
17. Notices. Any notice required or permitted to be given by either party upon the
other is given in accordance with this Agreement if notice is directed to County by delivering
notice personally to any one of the undersigned of Countys; or if notice is directed to City, by
delivering notice personally to any one of the undersigned Citys; or if mailed in a sealed
wrapper, properly addressed, by United States registered or certified mail, return receipt re-
quested, postage prepaid; or if transmitted by facsimile, copy followed by mailed notice as
above required; or if deposited cost paid with a nationally recognized, reputable overnight
courier, properly addressed as follows:
If to County:
If to City:
with a copy to:
Dawn Tracy
Scott County Community Development
Natural Resources Department
200 West Fourth Street
Shakopee, Minnesota 55379
Frank Boyles
City of Prior Lake
16200 Eagle Creek Avenue SE
Prior Lake, MN 55372
Suesan L. Pace
HALLELAND, LEWIS, NIl_AN SIPKINS & JOHNSON
Pillsbury Center South
220 South Sixth Street, Suite 600
Minneapolis, MN 55402-4501
Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as
aforesaid; provided, however, that if notice is given by deposit, that the time for response to
any notice by the other party shall commence to run one (1) business day after any such
deposit. Any party may change its address for the service of notice by giving wdtten notice of
such change to the other party, in any manner above specified, ten (10) days prior to the
effective date of such change.
18. Miscellaneous Governing Provisions. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs, legatees,
representatives, successors, and assigns. This Agreement shall be construed and interpreted
in accordance with the laws of the State of Minnesota. No failure on the part of a party to this
Agreement to exercise, and no delay in exercising, any rights contained in the Agreement shall
operate as a waiver of such rights, nor shall any single or partial exercise of any rights
hereunder preclude any other or further exercise of such rights or the exercise of any other
right. The remedies provided in this Agreement are cumulative and not exclusive of any other
remedy provided by law or equity. All terms and words used in this Agreement shall be
construed to include any other number and any other gender as the context or sense of this
Agreement or of any paragraph of this Agreement may require as if such terms or words had
been fully and propedy written in the appropriate number and gender. Any exhibits to this
Agreement are a part of this Agreement. Captions are provided for convenience and ease of
reference only and do not affect or modify the terms of any of the provisions of this
Agreement. All of the provisions of this Agreement are separable, so if any provision of this
Agreement is held to be ineffective by a court of competent jurisdiction, the remaining
provisions of this Agreement shall remain in full force and effect unless the invalidated
provision is so fundamental to this Agreement that the remaining provisions do not reflect the
parties' intent. This Agreement contains the entire agreement of the parties with respect to the
subject matter of this Agreement and supersedes any and all prior Agreements and
understanding between the parties with respect to the same. The terms of this Agreement
have been cooperatively negotiated by and among the parties hereto, and this Agreement
shall not be construed against any party hereto as its author. This Agreement may be
modified only by a written instrument executed by both parties. There are no third party
beneficiaries of this Agreement, intended or othen~ise. Time is of the essence for each and
every term of this Agreement. This Agreement may be executed in counterparts and, upon
execution, each counterpart shall be considered an original.
IN WITNESS WHEREOF, County and City have executed this Agreement as of the
date first written above.
COUNTY:
SCOTT COUNTY
CITY:
CITY OF PRIOR LAKE
By: By:
Robert Vogel, Board Chair
Jack G. Haugen, Mayor
By: By:
Dave Unmacht, County Administrator
Frank Boyles, City Manager
EXHIBIT "A"
OPTION AGREEMENT
EXHIBIT B
(Legal Description)
The Westedy 950 feet of the Southeast Quarter of the Southwest Quarter
of Section 33, Township 115, Range 22 West, Scott County, Minnesota
And
The Northerly 530 feet of the Northeast Quarter of the Northwest Quarter
of Section 4, Township 115, Range 22 West, Spdng Lake Township, Scott
County, Minnesota
(Approximate 39 acres)
EXHIBIT "C"
PERMITTED ENCUMBRANCES
.
Covenants, conditions, easements, restrictions, and reservations of record approved in
writing by City.
OPTION TO PURCHASE REAL ESTATE
This Agreement entered into this~ day of Apdl, 2005, between the CITY OF
PRIOR LAKE, a Minnesota municipal corporation (hereinafter referred to as "City")
and the COUNTY OF SCOTT, a political subdivision of the State of Minnesota
(hereJnotffer re~erred ~o as fhe "C~oun~/").
RECITALS
WHEREAS,
the County owns Spring Lake Regional Park ("Park") within Scott County which
consists of approximately 345 acres; arid
WHEREAS,
the City desires to obtain approximately thirty-nine (39) acres of cropped park
land within the Park from the County for use as an active recreational area;
and
WHEREAS,
as port of the consideration for the County transferring a portion of Spring Lake
Park to the City, the County desires to obtain approximately three (3) wetland
areas, containing approximately 51 acres adjacent to the Park to be included
within the Park boundaries, and
WHEREAS,
the terms, conditions and consideration for the transfer of the approximately 51
acres of wetland from the City to the County is set fodh herein ("Option
Agreement"); and
WHEREAS,
the Option Agreement shall survive the closing on the 40 acres of Park property
that the City is acquiring under this Purchase Agreement; and
WHEREAS,
this transaction between the County and City will not create any permanent
net loss of acreage to the Park; and
WHEREAS,
the Metropolitan Council has considered the transaction based upon the fact
that there will be no permanent loss of net acreage to the Park.
NOW THEREFORE, as part of the consideration for the approximately thirty-nine (39) acres
within the Park transferred by the County to the City, the receipt and sufficiency of which are
hereby acknowledged, the City hereby grants unto the County, for a period of five (5) years
from the above date, the exclusive right and option to exercise this Option to Purchase the
real property in Scott County, Minnesota, more specifically identified and generally defined
in the attached Exhibit A (hereinafter described as "Wetland Areas"), and, upon exercise, to
thereupon obtain same as herein below provided.
1. Recitals. The Recitals set forth are incorporated herein as if fully set forth.
.
Purchase Price. The total purchase price to be paid by the County to the City shall be
Eight Hundred and no/100 ($800.00) Dollars per acre, or approximately Forty Thousand
Eight Hundred and no/100 ($40,~.~) Dollars for all three (3) wetland parcels. This
option may be extended for two (2) additional two (2) year pedods by wdtten notice to
the City during the last six (6) month term of the County's desire to extend.
e
5.
Notification of Availability of Property. The City shall notify the County of approval of a
final plat which dedicates a Wetland Area generally depicted in Exhibit A, within thirty
(30) days of the approval of the final plat. The County shall, on or before this option
expires, give the City written notice of its intent to exercise its option on the wetlands
depicted in Exhibit A, by giving notice to that effect in person or mailed to the address
shown by the signature below. All notices to the City, if by mail, shall be considered as
having been given when placed in the United States Mail, postage prepaid by the
County.
Best Effods to Obtain Wetland Areas. The City, in the process of approving a final plat
which contains a Wetland Area, shall use its best effods to obtain said Wetland Area
from the developer of the property as park dedication.
Environmental Impacts. The City represents that while it is not now the owner of the
Wetland Areas, that it knows of no pollution or other environmental hazards which exists
on the property contrary to regulations and/or laws related thereto, and no
underground storage tanks, endangered species or protected wildlife, which would
restrict the use of the property for the intended use as a park. As part of the preliminary
plat approval process, the City shall require the developer to conduct a Phase I
Environmental Assessment on that portion of the property proposed for park dedication.
The City shall advise the County of the results of the Phase I assessment and, based upon
the findings of the 'Phase I, the County may determine, in its sole discretion, not to
exercise its option under this Agreement. In the event the County determines not to
exercise its option on a particular Wetland Area, the City shall have no further obligation
of any kind to the County for that particular Wetland Area.
PrQperty Transfer. Upon the giving of timely notice of the exercise of this option as above
provided, the City shall be obligated to transfer and the County shall be obligated to
accept the Wetland Area or portion thereof, in a timely manner on the following terms
and conditions:
- a. Transfer of title shall be by recordable general warranty deed, signed and
delivered by the City.
b. Possession of the padicular Wetland Area shall be delivered at closing and
within sixty (60) days of the recording of the final plat dedicating the particular
Wetland Area to the City after all contingencies mentioned in this Option have
been met.
c. The obligation to accept the transfer is further contingent upon the County
acquiring all necessary approvals and authorizations from the appropriate state
and federal agencies. The City will cooperate and participate in any
applications, headngs and/or other procedures to obtain the necessary
approval(s). Should such approvals not be obtained, the County may, at its
election, be released from its obligation to accept the Wetland Area(s).
d. Title to the Wetland Area(s) must be merchantable, that is, free and clear of all
liens, encumbrances, and defects to the satisfaction of the County Attorney.
e. Should any contingency which is an obligation of the City herein not be met
within three (3) months of notice of exercise of this Option, the County may, at
its sole election, be released from its obligation to accept said Wetland Area(s)
upon written notice to the City of such election, and the City will be under no
further obligation to the County. However, the County may elect to waive any
contingency not met, proceed with the transfer or otherwise enforce the
County's dghts to transfer of the Wetland Area(s).
.
Binding Effect. This Option is for the benefit of and binding upon the successors and
assigns of the padies hereto. This Option is the result of negotiations between the padies
and shall be considered as jointly drafted for all purposes.
IN WITNESS WHEREOF, the City and the County have executed this instrument in duplicate
originals as of the date first set out above.
COUNTY:
COUNTY OF SC01'1'
CITY:
CITY OF PRIOR LAKE
By: . . . By:...
Robed Vogel, Board Chair
Jack G. Haugen, Mayor
By: . By:
Dave Unmacht, City Administrator
Frank Boyles, City Manager
EXHIBIT A
LEGAl., DESCRIPTION