HomeMy WebLinkAbout3.B. Quarry Reuse Project
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CITY OF SHAKOPEE
MEMORANDUM
To: Mayor and City Council
Parks and Recreation Advisory Board
From: Mark Themig
Meeting Dates: Parks and Recreation Advisory Board - November 22
City Council - November 23
Subject: Quarry Reuse Project DRAFT Purchase and Use Agreement
INTRODUCTION
The Parks and Recreation Advisory Board and City Council are asked to review and
discuss DRAFT purchase and use agreements for the Quarry Reuse project.
BACKGROUND AND DISCUSSION
The Parks and Recreation Advisory Board and City Council reviewed a concept plan for
redevelopment of the Aggregate Industries Quarry in Shakopee earlier this fall. As part
of that review, we discussed general terms for the purchase agreement and Prior Lake
Water Ski Association use agreement.
I wanted to have both groups review drafts of the purchase agreement and use
agreement before any further work on the documents, as both documents are
consuming a significant amount of time and resources to complete. Please keep in
mind that both of these agreements are still draft agreements, and many of the
items are not final.
Purchase Agreement (Attachment A)
The DRAFT purchase agreement outlines the conveyance of the property to the city.
Key components of the purchase agreement follow, with discussion in italics:
2.1/2.2
The sale would be a Bargain Sale, where there is a cash payment of $250,000, and the
remainder of the property value is received as a donation.
3.1.3.1/3.1.3.2
Seller must clean up all debris in the northwest portion of the property.
Bonestroo, Rosene, and Anderlik completed a Phase 1 Environmental Assessment of
the property aftera recommendation from our attorneys (see below). 1 am
recommending that Bonestroo also develop complete a cleanup list for this area, and
they verify that the cleanup has been completed on behalf of the city.
3.1.4
Buyer must determine satisfaction with the physical condition of the property.
Our attorneys recommended that the. city complete a Phase 1 environmental study of the
property to help protect the city from. any future issues with the property. Bonestroo,
"
>
Rosene and Anderlik is in the process of completing the study, and has provided a
preliminary executive summary (Attachment B). They are recommending additional soil
borings in three areas of the property, along with one water sample. I have not yet
received a proposal on this work, but hope to have one on Monday.
3.3
Buyer must execute a use agreement with the Prior Lake Water Ski Association by the
closing.
5.1
Seller will provide an access easement to provide access to the property.
We are still developing this easement.
5.2
Buyer will provide a rail easement on the north side of the property for use by the seller
in the future.
We are still developing this easement.
5.3
Buyer will provide a fill license to allow fill, when agreed to by the buyer.
Seller requested an easement was requested previously, but Seller has accepted a
license instead.
5.4
Buyer will provide a water access license to allow Seller to draw water from the lake for
dust control.
Seller requested an easement was requested previously, but Seller has accepted a
license instead.
6.
Closing will occur on or before December 31, 2004.
10.4
Seller warrants that all federal, state and local laws and requirements for reclamation
and restoration of the property have been satisfied.
11.4/12
Buyer will work to fulfill the vision set forth in the program document.
14.2
Seller holds Buyer harmless from all liabilities associated with discharge of hazardous
substance from seller's retained parcel. Buyer may enter Seller's retained parcel to
abate actual or threatened discharge of hazardous substance onto the Property should
seller not respond within 20 days. Seller shall reimburse Buyer for any costs associated
with this work.
We are working with Seller for the ability to enter the Seller's retained parcel in an
emergency.
Use Agreement (Attachment C)
The use agreement with Prior Lake Water Ski Association outlines their use of the
property. One of the key discussion points in developing the use agreement was
~
.
whether or not the city can show public benefit in acquiring the property with an
agreement that provides for exclusive use of a portion of the property. After significant
work, we appear to be able to demonstrate public benefit dueto the following factors:
1. Exclusive use is only for a portion of the property for a portion of the year.
2. As a result of the agreement with the PLWSA, we are obtaining the property at 15%
of its appraised value.
3. PLWSA is making financial commitments, both in capital construction costs and
ongoing operating costs. (We are still negotiating the actual capital contribution
PLWSA will be making. See below.)
4. PLWSA has agreed to provide reduced membership fees to Shakopee residents,
and training. opportunities for the general public.
Although we should go through this document in detail, the following are key
components of the use agreement for consideration, with discussion in italics:
3
The agreement would be for a period of 25 years.
PL WSA originally asked for a 25 year term, which would be renewed if they met certain
performance standards. The renewal condition has been dropped.
4
PLWSA commits to a 10 year term. However, if PLWSA fails to comply with its
obligations, the agreement can be terminated with 180 days notice.
The original term was one year. This is still a point of major discussion. See item 5.A.
5.A
Funding improvements.
Negotiations between the city and PLWSA regarding funding continue. The primary
issue is what level of commitment PLWSA would have for funding the access
infrastructure (Attachment D), and whether or not grant funding that might be awarded
for the access infrastructure would be counted evenly toward both the city and PL WSA's
contribution.
I believe that access infrastructure costs should be shared between the city and other
users, and that any grant funding for this work should be credited toward each
organization's contribution. As a starting point, I have proposed that the city would fund
U of the access infrastructure. costs, since the city will be benefiting from access to the
property as other users would. However, PL WSA is concerned about having only 180
days to respond with their funding, should the city choose to move ahead.
Negotiations were continuing at the time of writing this report. I hope to have some ideas
for resolution at your meeting.
5.F
PLWSA will pay the city 10% of gross revenue from events at the property.
The city's revenue sharing agreements are typically 15% of net. 10% of gross will be
easier to manage.
5.H
PLWSA will maintain most of the property until public access is created. Once public
access is created, PLWSA will continue to assist with maintenance.
..
.
5.1.15.J
PLWSA will provide a 50% membership discount for Shakopee residents, and
instructional programs for the general public.
5.L
PLWSA shall provide buoys to mark the designated use area.
6
PLWSA is provided exclusive motorize boat use of portions of the surface of the water
from May 1-0ctober 31. The city shall have the ability to respond with motorized boats
for any emergency, and for training purposes with two-week advance notice to PLWSA.
Non-motorized boat is permitted outside of the exclusive use area, but the city isn't
required to allow other non-motorized boat use.
7
This section identifies PLWSA's rights and responsibilities. Key items include:
. PLWSA shall schedule special event use of the property through the city.
. PLWSA can store equipment on the property.
. The city shall review and approve any improvements to the property.
. PL WSA shall provide required safety during events.
. PL WSA use of the property under the terms of this agreement shall be protected.
8
This section identifies the city's rights and responsibilities.
. The city will use best efforts, but is not obligated to make the improvements.
. City has the right to use all portions of the property for public purpose, proVided such
use does not interfere with the rights being granted to PL WSA.
10
If the city no longer desires to own the property, the use agreement must be transferred
to the new property owner.
11
If PLWSA defaults on the agreement, they shall have 180 days to remedy the situation.
PLWSA is concerned about this condition as it relates to funding the capital
improvements.
Loss Control
Finally, I have been in contact with the League of Minnesota Insurance Trust regarding
the property. I am meeting with a loss control specialist on November 29, and the
League will be reviewing our agreements.
REQUESTED ACTION
The Advisory Board and City Council are asked to review, discuss, and provide
comments on the proposed purchase agreement and use agreement. Representatives
from Aggregate Industries and PLWSA will be at the City Council's work session.
. f\
AGREEMENT FORABARGMN SALE
THIS AGREEMENT FOR A BARGAIN SALE is made as of 2004,
between AGGREGATE INDUSTRIES-NORTH CENTRAL REGION, Minnesota
corporation, ("Seller") and CITY OF SHAKOPEE, MINNESOTA, a political
subdivision organized and existing under the Constitution and laws
("Buyer").
,01;'1)\
In consideration of this Agreement, Seller and Buyer agn~,~rj!~jlollows:
fP\~~~~~~~?o/
1. Sale of Property. Seller agrees to sell to Buyer, E!!!g!i:@uyer agrees to buy from
A:<)~"'(:":':')'ij;'
certain tract of unimproved real property locate~t~~c~896 C. Rd. 1,gr~J~R' City of
Scott County, Minnesota, consisting of 111.425 acr@~~U~gally desqril?,~:Wbn Exhibit A attached
""';':'::<<t~;.,;p~:?, ' ,:'~:Y\::,~:C:;;,..W'#
hereto, together with the Access Easement overf~"S~ller' s R~ooned Parcel described in
9"',:;::>,'.'T;~:-((!,.. ' .." .f"\)""~~:~,'i" ,c<f
Section 5.1 hereof, and all easements and rights~g~~~~tiilg or appurtenant to the
foregoing (collectively the "Property"). "~'~;~'~;!A!;~'t"
7~fr~c'5'1. ... "';t~~0115ij~~~:,{,
2. Value and Manner of Allocation~~i~Pi~;~~~'~;~;;~p'eement is'1~.!ed as provided in and
perm!tted ~y the terms of this A~%i~lf-ent~S.~l~~,~~,~~",,~uyer s~~~~~~~summate a bar~ain
s~le m which the t~tal value. of the~~~pperty sl:i~1;1~~;$tf~~~~~~Ilhdrr SIxty Hundred FIfty
EIght Thousand Nme Hundred al1~1)~1;~~/1 00/i~~Jlatg;4€~1~;~:~;~~900.00) (the "Property
Value"). The Proper:tY Value shall be'l!l19Cl!1<:,:,Q~and taken mtoi'account as follows:
<':1ifi*f~~I\~I~~l:~~~ ~t~~I;~\1~~~,7
2.1 Cash Po:'itionlofiBtrr~ain Sale. 1;~p~Hundred Fifty Thousand and 00/1 00 Dollars
($2~;,~UtoO.00) by,~!te transfer'~Q,~:~W'S, Federal Funds or by cashier's check
,~t~~(,,~fCash Port~g;w. of the Bafl:ijf Sale") from Buyer to Seller on the
q~~,t~smg Date (a,~~!}~,t~w.~f!er define~J~;:and,
''''~~Jir~i~1~~ ~t{~1~ilfJ:~~[~IJJ~~~~f~~I!~\~J~(sr>il;!? '$;"
2.2 D~Ii!~!~"~:4,.f'labnation""'bf2Y01t~~~:tV1i11ion Four Hundred Eight Thousand Nine
Hundi'~A~M(;tl00/100 Dollars ($1,408,900.00) by Seller to Buyer.
~~~S,
"4!~~'~i't? 3.1 Biiy~~l;s, Conti~~~1i~ies. The obligations of the Buyer under this Agreement are
~".!.(F~i ..."...;;, " '~"'i'/\-'V"'~1J: .~{]?,".!,..~~,
~1i%{;4i~Z; contlng~ht upon each of the following:
":';\/~""+:"_t;,;,ti~" '>'i-I';~ ::,'~
"",,:,.~ .;'''"~
~'~~~i~~~~M;.,?~ ";?t:ffl:t;~~i
V-0;~\~;l~I~~" 3 .1.1 !~~l~e representations and warranties of Seller contained in this Agreement
"'\"i"!"('~ ,r'f''''''l b d th Cl . D
''<\~~~;~i;ti8!,., A43(iilliust e true now an on e osmg ate.
V~~~!~ll~\> . {:,;'~{~1''f
'i~~j~~ji,~\%~5fl~~i' Title to the Property shall have been found acceptable, or been made
"''*~~;gfi~~~f!til'' acceptable, in accordance with the requirements and terms of Section 9 below.
''iZ~;~A~~
!c.Ei! 3.1.3 Seller shall have performed all of the obligations required to be performed
by Seller under this Agreement, as and when required by this Agreement.
Included within the obligations of Seller under this Agreement shall be the
following:
3.1.3.1 Seller shall remove from the northwesterly comer of the Land all
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SHl55,149
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construction materials, wire, rebar and other debris set forth on a
cleanup list to be prepared by a consultant retained by Buyer ("Site
Work"); /";,
~1it~~!\\~~'>
3.1.3.2 The condition set forth in Section 3.1.3.1 above:~~~ltioe deemed
satisfied upon verification by said consultant"tIfKisl1he work has
. '., . .. ~#~~~
been sattsfactonly completed. ,,y',;itJii;ii,:,M'\'i
<i~'J~~f&i>;4W~%I~~r~!)T
3.1.3.3 If the condition set forth in Section 3if.;i3'~1" abov~~l1a.siinot been
"-,.",::_~:_~,/\\:,,~,,. - - <?:~?';:~'~,~;'';>''':'-i1'__
satisfied prior to Closing, in lieu qt:JeiTIifnating this\~gt~~!llent,
;""'.')' ~:'.""/j);".
Buyer may at its option requi~~~~,~,~ller to deliver to g~~~~~i),at
Closing a letter of credit (iI?:(;,.'~ID1//satisfactory to Buyer) <rq:l,,:l1~;;:>
amount of $50,000 securin~s~,~lJer' s performance of the Site WOI'~~&~~'{}'
within mOllm~t~fter the date 9~,~Josing. '%);;~\.i"/
<s!f~~J'~~;)),. .. /;,;~~~:~~~$tl
3.1.4 Buyer shall have determined, in~Jit~;t~i~ole..j~R~ljient, on or before the
Closing Date, that it is satisfied wi@;t~~"~b~~ism;tcondition of the Property
including without limitation resu1ts;;;i;;1()~'1(&iand matters disclosed by
environmental site,d;,~~~,~sments, soil te~t~~l:;,.~~~J~eering inspections, and
environmental re$::~~~~~I,~,~;0;~;~. Property, al1~~~~~~ tests, assessments,
inspections and '1:~~~~wsk3it~~g~l~iR~g,!ained at{~;~;~~f.r's sole cost and
expense. ~~~I~~~~~,; . '~'c';~~!~,_II~i~~~.~~?;,!~;~~~~"
3.1.5 Buyer shall have dete~~d,.~,~;:~~t~ole jud~~iit, on or before the Closing
("~~':f" - 'i';/'t:Y<}t _ ~";~\i,:~;;~,::l? .
DJ~J~~'K~ID;~~~,~y federal~:~m!~t~'or local requrrements for reclamatIOn or
A~Stbfaf1dtt:}ofi'the Pro e '\{m;['''~e been met.
d"""jP' ","',.,...... P rty;.....,.,~
4I1tJ~7~l \ii~~t~~ ,~~~~;\
~'i1i~'Buyer shal\!.;~ve d~termine~~~g\its sole judgment, on or before the Closing
i)~:;;;;j!~jf-' Date, that:::auyer Will have sat~~f~ctory access to the Land.
'{t~~1~.~f:'~f~~ ,4~~~~l~l!~~:~~~~~f~l~iKI~;~&~~~~~~0~,~~~ ' ~~~~Y7
3.2 s~fl'er~s,. Contingef1cie's~zilli#:BYt~~P;~jr~l~ter than thirty (30) days following mutual
"'i)",';~~':''''_~ >,'.<' .,~:':';(' '~~'''';'''\:}"' M"",,/!:-_,~;:,,/i7
execut~~ii~'tliis Agreement, Seller's g?verning qody shall have approved t~e
,.;,;;q:;;:{fim~'Ui'0l!;0:T;::;;." transactlQ!1;~)~9ntemplated hereby as reqUIred by Mmnesota Statutes and Seller s
~~~~~.
/4~~~{r~~'{#' 3.3 "~~2wcontiifi~~~~!s. On or before the Closing Date, Buyer and Prior Lake
<~W,~i~:~r Wat~~~~ki Association (the "Ski Association") shall have executed an agreement
~;;;~~l~i~lr~S'l, for ldllfrm use of the Property by the Ski Asso~iation. This co~ting~ncy is for
'\\;'(*0~~,~~~;1~~'1< the bei~llt of both Seller and Buyer and can be Waived only by wntten mstrument
";'i;1.~,:~:~:.) execllt~aiby both Buyer and Seller.
4\0&l~t'i~1;8~. "l)~~~j'l
4. ''<;;b~;~~~~ssAo~Property. Seller shall allow Buyer and Buyer's agents and contractors access
~'i'M:;>"-"~""-"~, ,4."'!":;:f?"'~{f'
'foJ.l~.~~fbperty without charge and at all reasonable times for the purpose of Buyer's
inv~sJigationand testing the same. Seller shall make available, upon reasonable notice, to
Buye"r and Buyer's agent and contractors without charge all records, information and
correspondence in Seller's possession relating to the Property and Hazardous Substances
(as hereinafter defined) affecting the Property and Buyer shall have the right to interview
those employees of Seller who may have knowledge of such matters. Buyer shall pay all
costs and expenses of such investigation and testing. Buyer shall further repair and restore
BL W -254468v4
SH155-149
;;
any damage to the Property caused by Buyer's testing and return the Property to
substantially the same condition as existed prior to such e~try.
5. /~0:b~,
Easements and Licenses. 1J\$l;(;:WhE?'
<t~;~,~~;.~?'
5.1 Access Easement. At Closing, Seller shall grant to the City"p;iJ~~,~fr~cessors and
<\~~"i,~,:):;,'::'i'!Sl
assigns, a perpetual, nonexclusive appurtenant easement ov:,~~;r)m~t~(~pproximately
f\"""!.'.'...'Yi/'.'.'i'."'i,,
23-acre parcel of land to be retained by Seller and legally~g~~9tiBe~;g~!Exhibit B
:'..'Y',"'i'..'" '",',"i'!"
hereto attached hereto ("Seller's Retained Parcel") fO~ii!1gress' an(N@gr~~,s. to the
'<'\'-5%r "","i';":f;;:':;~
Property for the benefit of the Property's owners m;l4",~eriants, and theii<t~~~~ftive
officers, employees, agents, contractors, guests!!f;~Yif~es, successors and~;~~~1'~gs
(the "Access Easement"), in the form ofExhibi~G$'iiitached hereto. '''~i;~~~;i~;'0,\
<~~~f~~;i,i~~1 ., ";'~:;i{~![~;~
5.2 Rail Easement. Seller may reserve!~~~ft}I1e W arrant~;6~?~~d to be delivered!~"i
hereunder a perpetual, nonexclusive ap~~~~ant eas~~~l1~$'over a portion of the
Property to be determined prior to Closing~;~~;;~~e{~~~,~tlbf Buyer and Seller for
the purpose of constructing, operating, mairl:t~imbgi(gnd removing a railroad spur
,',.." '..;...., ""'1JY
line (the "Rail Easement"), in the form ofExhiBitiD~~~ached hereto.
<:;i1~\~~~,~; .. '~~i.,0~<~{~)~
5.3 Fill License. At Closing;{aYY~ti%u;;~~~cute and dell\f~#;t9i;;,~eller a license, in the
\;:(':;:''';';:~~^~~ ''<,;f' '~":~:?'?,'-~:-,':;':'i;c:~~"~ __ " ''If'>:, :"'Y>,',:{'"
form of Exhibit E attache<!fj1l)~eretCf$~n~tffi~~~~.Sellertot2g1~ce clean fill on the
Property in locations. con~i~f~nt with;"~~;~;f9~~?1~\,~d ~ticipated uses on the
Property (th::: License" 4"~/iijy.
5.4 Water AccessriEicense - At CrQ~Wgr;Buyer will execute and deliver to Seller a
"',:,";"\'/":;":r";,:;w~,,,~.,./<::','~:f"""~;i;.,~.',. , \,'i~?,,~(~/;~,;.,. , .
licen.~~~~@tlie fO~:'~si~xhibit F a~i~~d hereto, permitting. Seller to access th~ l~e
o~fii~~ioperty forW;i~;purpose ?f ~i~g fresh water for SIte dust control or sumlar
H~oses (the "W a.~~~i,Access Llcens~~~~~~~,
6. 4~1~~li(\,:\1~4;~l!f4""";r;'1s}f?f"';^".. . ~~f;'~
Closing~~i~~f,~closing~8~~;!!1ijli>",~~~~~I:~~$"'sale contemplated by this Agreement (the
"Closing")~;~fi!U"gQ~J!!:;;on a date aildgtimefmutually agreeable to Buyer and Seller but no
~';. ""~':~.'-:'i;')~.:~"" i,!:<:",," '/-
than De~~ml?;~p<31, 2004 (the "Closing Date"). The Closing shall take place at the
''':''''''.ili~
Kenne'd>>{;~~Graven, Chartered, in Minneapolis, MN or at such other place as
~~~'~'~';;>:"">',~
td'l~.QY~~'~ii~ller and Buyer. Seller agrees to deliver possession of the
orr:t~r~~~Sing Date. Time is of the essence.
'~jy
On the Closing Date, Seller shall execute and deliver to
following documents, all in form and content reasonably satisfactory to
Warranty Deed. A Warranty Deed, conveying the Property (including
without limitation existing easements appurtenant to the Land) to Buyer,
free and clear of all encumbrances, and reserving to Seller the Rail
Easement.
7.1.2 Access Ea1ehlent. The Access Easement, in form mutually acceptable to
Buyer and Seller.
BL W -254468v4
SH155-149
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7.1.2 AL T A Affidavit. An Affidavit of Title by Seller indicating that on the
Closing Date there are no outstanding, unsatisfied judgments, ..~ liens or
bankruptcies against or involving Seller or the Property; that W~i~ihas been
no skill, labor or material furnished to the Property for wl},~p~t~~Yment has
not been made or for which mechanics' liens could,,;}5e~fired; and that
t'O~:;';~~:'::\':-;'::~,:>.'-,
there are no other unrecorded interests in the P~g~~~~~~~lt(~,pether with
whatever standard owner's affidavit (ALTA FormJJi~Jllch"iQ,~~q~~ required
by Title to issue an Owner's Policy of Title Iri~:iltance wit11.'tl1~0'~~,andard
exceptions waived (other than with resp~g~~'!~o "'''matters whicfi~~~,; be
disclosed by a surveY)'.;r(<<ii~~~f0~>;~ '<i~~~"~!~~f~)~
7.1.3 Non-Foreign Affidavit. A non::f9.!~igb affidavit, properly execute~J~~(~'
:^:;"::,:<~,;,_,,:,';'1f, " ',". ,'(:::;~<'''}
containing such information as;!~.~~;'iequired bY,J.~~~~al Revenue Code~/
Section 1445(b)(2) and its reguUl~tqn~;h /r:;?!;\;:~:i;ij/
'q'\!f;%~1;M~;>;. '" r!'(~\."iJ6'.;j/'
7 .1.4 Designation Agreement. A Desigg~ttfm:~l~~gt~ement designating the
~<:::::'<:':'("":<;Jt/':$
"reporting person" for purposes of comi?l~lip.g Internal Revenue Form
,,. "'<;;/D'
1 099 and, if appli~al?l~, Internal Revenue'E,Qooi8594.
{{~*~f~!~!~j:rs;I~)~!i0~S!!;') . '<'~f~IG1~ft;~
7.1.5 Well Certificate. ~~;~irtifi'i~~~~'~ii~Q~,g",?y ~eller~~~Fting that there ~e
no "Wells" on the Pr~1?~rtY W1ffi1Itl!~~'i~~fm~eg of :Mmn. Stat. ~ 1031 or If
there are "Wells," a W~llL~prtifica:!~~me'if.Qrm.tr~~vrred by law.
\!~i~'l~(t!\ f1{~;~t~,f)~~,r. ~';q.s:;0jJ$v
7.1.6 Ta~~~rt~t}fate. I~fit~~~;l~toperty contains or contained a storage
l~~~FrtDli~~~vit with re~p~9r;'fhereto, as required by Minn. Stat. ~ 116.48.
'~i%;~;Jt$;~~~i'Y ":f~~f!l~~ ~h*(~f~
7:l~~~il~Declarationr~fiCovenants. R:&~t~ictions and Right of Entry. An instrument
'{ff~i~,~~~{jIJ in recorda~~~tfOrm prohibitirl~~$Pd indemnifying the owner of the Property
<:";~i;a'i~;0~" againstHj(ffi~~~i~~P;m-g~'nPCHa?idous Substances from Seller's Retained
'" ,.,',,' ~'Y'5'{:-::' ,~,",~71' .. {":;\,/. ",' ,'::. ._""<'~'''';'~'''-:-j'',f''&t "<;'1;,,:,,0' (,'i":..,.,-" .., _:, )/c/::.", 'i':'~',.~..,..,!_,nit';~':7,
"~i:Ji;"~1;i~~Parcelfont6{'th~Pf6peuy1iIfin:1ie form of Exhibit G attached hereto.
~~~~l~~i~~5~~';f~. '<'?2~~:$Y
1.8 ";;e!~~~1,,, All other documents reasonably determined by Buyer to be
'i"~M:(;'i"}"<;?:"i\
necit~;~~~. to transfer the Property to Buyer free and clear of all
encuill~l~~es except those accepted by Buyer pursuant to Section 6 of
A ~~mtnt.
g '''~l1f
On the Closing Date, Buyer will execute and
The Cash Portion of the Bargain Sale, by
wire transfer of U.S. Federal Funds, or by cashier's check payable to
Seller, along with other amounts that are the responsibility of Buyer
hereunder.
7.2.2. Fill License. The Fill License.
7.2.3. Water Access License. The Water Access License.
7.2.4 Other Documents. All other documents reasonably determined by Buyer to
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~
be necessary to transfer the Property to Buyer free and clear of all
encumbrances except those accepted by Buyer pursuant to Section 6 of
this Agreement.,;,.
'!'i~f;~i~~j~}
8. Prorations. Seller and Buyer agree to the following prorations and a~J,g~~tjon of costs
d' th' A ti'":"$'
regar mg IS greemen: ,,(i!*lif0~;I~t
4;;;f.8'Z~!;2~t~i~~)!~R0;,~
8.1 Title Insurance and Closing Fee. Buyer shall pay all c~,~t~~o:t"'t1i~~JAi~l~ii,Evidence
and all premiums required for the issuance of any own~Ft:FTitle PoH9~:'it~,guired
..J{jI ~":,,\":i:{\t'''~1':\
by Buyer. Buyer shall pay any reasonable and S1t~~!g,mary closing fee~Q~(~~h~ge
. db I' t d' t db T' I """",,)V ".'...'.''''''''''.''
Impose y any c osmg agen eSIgna e y It .s;~~!N!!p!' ",~!~:>tW:~s:;"
1';r*~tl~~~1,l;~ "~g~~l(~1!1:'~;
8.2 Deed Tax. Buyer shall pay all state deed(~~it~garding thetWarranty Deed to 'b0~j}::~~)?
delivered by Seller under this AgreemenN6;;:1:~,1~:Y ,d~i,::{;;,>"
(:!i~~~~~llil:;~ .' '6~1;~~lw>>j~i'
8.3 Real Estate Taxes and Special Assessm~iits~~'~..~ll~~%~~n~ll pay, on or before the
Closing Date, all special assessments levied,jp~u~ig~Jbt constituting a lien against
the Property as of the Closi~g Date including ~mgM!,)imitation any installments
of special assessments il$~:tM~~gRi~?terest payablei'!~U~j~~neral real estate taxes
in 2004. Seller shall alsoh~y~':oaCgr!,9~KQr~ the Closing\~~t~)IJll1 outstanding special
x>'. ,/-r,;<~_ "'"""":'f'-::'n',-';','>k<:,','.-'~t~ , , ;~i'-:";"S':<<'i:t
assessments p~yable after '~,g!1~ tliat~at~J~~h~gj'!i!?:nding~tO:i~onstitute a lien as ?f
the date of thIS Agreement.i\t~~!~ler shall;1?~~~1g~~~~~k;:?~~al estate taxes payable m
2003 and all prior years. @~n\ral r~~~tesiate"~t~~~~Wayable in 2004 shall be
"'4~~":;:7"~;~",\"Y'/';:'~;'{Jll , "''<i''~'YN'
prorated by<,S,eU~r and Buyeri~;~~;; g@Jitne Closing Date based upon a calendar
fiSC~' ~
8.4 Re~~rdihg Costs. S~U~r shall pay tll~;)~ost of recording all documents necessary to
~\~;t~,Verrecord title1:!miJhe condition ~~;~ted by Seller in this Agreement. Buyer
'~<~!!l!lpay the cqt~~t'2~,t~92rgiRg}~!l,,2thet~Qocuments.
"'4~i~~~~~~. . 4\~{~~~~&*;~12~ffi!i{lSf~~~~'J~~~~~1~'~
8.5 Att5ffiey_ls7E~es. Each of the parfi~s shall pay its own attorneys fees.
"".:;1:~*~ra;1J$if;~;^,.", .~0~~i~~~~ . ..,
9f$!!5i@;;$1!;,!;{['ltte~,ExammatiofH!~?~1llhtle ExammatlOn wIll be conducted as follows:
,~~~~~f.~~iP''''"''~~i;\~~t~~W$'!;~'? '~~lfiiliw;f~~~,
,.,~t~q;iRII~:;' 9.1 Se!t~~!.s, Title EY!~~g~e. It is anticipated that Buyer will procure at Buyer's sole
df:~i~iif~iI' exp~n~~~ the foll(j~ng items (collectively, "Title Evidence")
'~~f4j~;!~i~~~'\~~il\~\ ~
Yo/~~~,!,'}l;~?J~^; 9 .1.1 l~~~l\le Insurance Commitment. A commitment ("Title Commitment") for
'~~~i~~l*~. /{~iW ALTA Form Owner's Policy of Title Insurance insuring title to the
"\~\~ifi~~t.4.4~fVroperty, deleting standard exceptions and including affIrmative insurance
~;iiii~f~~~~~ .~~~~~N~i~;iregarding contiguity, access, appurtenant easements and such other
"~~I~Y~~1~;f~~~W matters as may be required by Buyer, in the amount of the Property
"'0:(~~~}t,;? Value, issued by Scott County Abstract and Title, Inc. ("Title") and all
~"0r{f appropriate judgment and bankruptcy searches. The Title Commitment
will commit Title to insure title to the Property free and clear of all
encumbrances. Seller shall deliver to Title or Buyer an Abstract of Title
to the Pr()p~rty (if available) certified to a current date.
9.1.2 Survey. .Buyer acknowledges that Seller has delivered to Buyer an ALTA
BLW-254468v4
SH155-149
.
survey of the Property prepared in 1999. Buyer shall cause to be prepared,
at Buyer's sole cost, a current ALTA survey of the Property, which shall
legally describe and locate Seller's Retained Parcel, the Acces~,.,Easement
area and the Rail Easement area J~;\'ti';~:\l-
, ';.~!~~!ef.b;'~"
9.1.3 State Taxes. A report from Title or other approved aQ~it!c'iing company
,,,!:,i,>;tt<'".,,,,:(::~
listing all liens for unpaid sales or withholding taxe~;;'on;tfil~\~against Seller
/::,~:f.{,':2;':k?t "I(";'!;F~,;,;;'":\.\\~>,:,":
(or against any trade name or business named use.q;~PY0;Selle~JJl~mch are on
':<-":":_~:~:.:~>_1l!' '{'<:':,>'/,",,<,\~t:.:
file in the offices of the Secretary of State of the<S-ti\.fe of Minlle~~~.pr with
the County Recorder for the Scott County,,@q if the Seller d~~~~,~~~i.pess
_"t,"':-:i~"\':: ,'~~, , "';'):' \"_';~,~,':::;'"i-'7
in another County with the County Reco:l'cie~,!for that County. '\l;~~!i!Ji';~;""
,.?';9fi'~';i:r~J,!j' \!;~J~t'f~[f8;;~t:>...
9.2 Buyer's Objections. Within ten (10) dax~t~lr receivinK, the last of the THl~~~;i1ti1<'
, .#+"~~:'i<:>."'-V _~'~",} , ''':if'
Evidence, Buyer will make written obJ~9tt9ns ("Objecti9!!~!1.~, to the form and/or'
';f::":",'t;~{;<\';:X, _ _, .4",~'i(''/i!;~;~;'V''
contents of the Title Evidence. Buyer'si~>f~i~,me to m~~~.~bjections within such
time period will constitute waiver of the 6Hj,~piiQp.s~;.;~~ireF will have 15 days after
,,,,::,/,'jlr,,i'>'/'!~'~ <,.(5:.\, \:'<?~~' (F
receipt of the Objections to cure the OBj~!~!!~~~i'Seller shall commercially
reasonable efforts to correct any Objections. T()4:1~~\,~xtent an Objection can be
satisfied by the paymen~(:g~~2~~~' Buyer shall hltv~;l~$, right to apply a portion
of the cash payable to Se1~~~~it;tll~i~!t\~;~~~,~,to the satrs(~~J!~~.of such Objection
and the amount so apphed:yshall teduce;ithe,amount of'caslV'payable to Seller at
\:'~,'~~1;>:~:~ "''''t'::i':<\':t;;:;;'''(')2:t;'!':;:}W,;:;f~~'''''!~ ''fi~{:;Jt''
the. CI.osing, provided tha~'~~M~h amo~f~~~~Jl~~l~~i~~~tt,~~:ceed. $5,000.00. If !he
ObjectIOns are not cure.d wItfi'~it~~~uc~";.;~~~gay perIQi!~~~uyer WIll have the optIOn
to do any of,tl1~;followmg: \,~~S*~1;;?' /(iJ\ip7;';;Y
~,~~~~;i;lJ'!;1:~W~r;;~~;~ . "~J';~~;~~i'&itf7
9.2.1 &2t~t~rriirrt~~gttmli\greemen~i(~her.eupon Seller shall refund any amount paid
g1~~~~}:)Y Buyer t01,~~Jler pursuanh~QI;!l1is Agreement.
#tg~~}~~,r? )tf%1f v~iJfl,
.q~f,2\g~~ W aive t4~}J~J;>j~~t~Ql1~,@d proc~€id to close.
'''~~1~i~11t>% J~~i;iii~g}jilimir~;~~;f~tq@r~J;~3;'ll~~i~~~~'~
9.3 Titre\tg~li,~r{~;~uyer shall recei"erJif closing the title policy ("Title Policy") issued
by TiHet'blli:stllint to. the Commitment, or a suitably marked Commitment initialed
,,~~:'0"~Z~,'~10?;:?~?t~~ . ,""V!{!,;;y,tf;);;f~j:~~. . , . ,. .'. ,.
14;;iir1~~2%\~&';~qJt~;i~~d?Y TItle'Q~!~g~tmg TItle to Issue such a TItle Pohcy m the form reqmred by the
,//,',;~d:;<".~foY;~::k'>i:;.:.;\&~;v>;~g~>!':{,:f,t\ir,',;~ . ~iV3J:i.:,'~<).!~'~1
4'!!!.};;2;.g~wTr' '""'~i~~;;;;~Qmrmtmehv'asrapproved by Buyer.
A1~rfl~!f;~V' ~~'~l~i~~~ v~~_r~~~~:l~~ .
",ftiii~i~~~~' 10. RepresentatIons\.and WarrantIes by Seller. Seller represents and warrants to Buyer as
'i~~~~f;~f[~, follows' ~:~~*@l .
....~,,:;;j?;~/,:.'<i!2~ . ~{gr';v:~
"~J!tl~W~:;f~~~1t~~ lf~ik~
";;;~;)R'?~1\''?> 10.1 Title It~;~lReal Property. Seller owns the Property, free and clear of all
\.;;:~~~iiif~l!!~,,> en~~gfimces, except those encumbrances disclosed in the title commitment issued
~~;~;0'}~~~~ Qy~~tiy&~r on . as file number which have been accepted
~~':~'~:Z\~j;P~{:~). }{(5~t)$:"-""!4' ' ..
"~~gj;#~)::t-:~MYIBuyer pursuant to SectIOn 9 herem.
'i~'i~fitk~,;7"
10.2;;;# Assessments. Seller has received no notice of actual or threatened special
assessments or reassessments of the Real Property.
10.3 Environmental Laws. To Seller's actual knowledge, no hazardous substances or
wastes, pollutants or contaminants (collectively, "Hazardous Substances") have
been generated or disposed of on the. Property in violation of any Environmental
BLW-254468v4
SH155-149
Law. The term "Environmental Law" shall mean any and all federal, state and
local laws, statutes, codes, ordinances, regulations, rules, policies, consent decrees,
judicial orders, administrative orders or other requirements relati:pg to the
1;".'.
environment. To Seller's actual knowledge, there has been no dischaJ:g~~i:felease or
0'e;'";,.,:~.;;~,,/,,v
threatened release of Hazardous Substances from the Property, aiiWdHere are no
,<<i't<?;'~~;~:,cr/
Hazardous Substances or conditions in or on the. Propert~~j;l~~~imay support
a claim or cause of action under any Environmental LaW~B:;jJQiii'$~ller's actual
f-"':;>,'+"t." \~''i;('!(?~.''-'r>~~':':'~~
knowledge, the Property is not now, and never has be~n:iy;Hfsied(ggiil\py list of
_".i"::,':';';'':/';'<- -i'i,""'j<!\:'i;,-Y~:h
sites contaminated with Hazardous Substances. To'8~l1er's actuahiKiiQwledge,
""\t,~ '+i-'\':;:<,';'~','::":/;\
there have been no discharges or releases of Haz~;~~~s Substances frOtt!fi,~~!~~~r's
Retained Parcel onto the Property. /!4~~:'~if#./f '\;~;;i!:!~\'~s~:,\,
<~;!(~!~~~;' \'q;~~i)i;Wf0'~;\\
lOA Reclamation. To Seller's actual knowledg~%;'~~ir'federal, st~te and local laws ;m:a1~~tt~>
1:~':,,\,,"(',;)'. , ,<'>';.t~ ' , ,":"i:.;"
requirements for reclamation and restoratioii-Cof the PropertMHi~lVe been satisfied. '"
<}h~~~I~~~:>'/i~%~~~~;f;;'
10.5 Rights of Others to Purchase PropertY>:'S~J;~3f ~~~i1J::i6t entered into any other
contracts for the sale of the Property, no;'1i~~Kll1~i,,~;~ny rights of first refusal
';l'.'<':"/:"'\~'!:"X
or options to purchase th~, Property or any otlXM~'fJghts of others that might
prevent the consummation'Q!Tfui~!t\greement. \;~~~~tgf:i~!1'lt,
~~~~Wt}~~Q~i%JiJ.lll~;~0~:S"1c .~:;~1ij~lj~t~"
1 0.6 Seller's Defaults. To the Y8.~wal 'lffio~I~~~ef,g;fSeller,'\S~Jrer is not in default
concerning any of its obligati~~~ipr liabiii~~~~~~~~g(t!Ie n~perty.
\~i'!i!1\ ..<~1ijN~~? "4ic.z::;1~(!~;1;;f;X0):;
1 0.7 FIRPT A. S~!,~;~;"ts. not a "for~i~.l?~~~g~~,i~. "foreign"'!fiffbership," "foreign trust" or
Jo~ei~~~(~~1~lJ;~,~i~Kse terms ar~~iipned in Section 1445 of the Internal Revenue
o ~t~i~~i~!Y' 'liffJI ~'~I!f~~
10.8 Rr~eeidings. Thei~;;iIHs no actiori1~JHitigation, investigation, condemnation or
'+C''{'(''{~ <::F^"~Yt'! '\~f?,\;;::('?~'k1
d~;R~Qfeeding of ~~~gi.n4;;l?<~ngI!lg or\,1gl'the best knowledge of Seller threatened
<,\f,,:';;':~!';!''F1<~:7<'i\_ ,/"':"~'t:/".\';'~,//,\~'~_:'v~'<':\;::!;,,:,:,C,,",~,;'{;f\""Y'(c;c;.,,'7tXf}'- ~~. .' , .
agaih.~t SelleJ;;;".ylJl1{iesp~ptiJQ)tl1~~ln~Qpertyor agaInst any portIOn of the Property
'4(~!~~~~"1!tt~;~~$~~'" "'M~'~j"lii:;~wt"
10.9 Wells:~~171.1~~,Seller certifies and warrants that the Seller does not know of any
'j'f,~:,??2~~~~~~~1i;~~\,_, . n ,ri~f:~~~:;;if'~:~ -b d ' .. , . ,.
4t5r;;r;tA;;;f0i~f%'\~1k~W ells QP,;&lh~ descn e Property WIthm the meanmg of Mmn. Stat. ~ 1031.
dr;:\:j~>>r((0.t(':'Y"""?"'<N,':'\~2'::'~;?S~"\~-'>:~h!,., ~j:'2\+{";,\>'1b:
~~~~~~~~V~''''~:';ll!s~I!~,~;~~preseij,t~!!~~iS intended to satisfy the requirements of that statute.
,:;$:"~i~\::tHr .' "i;r<zt~t<~0~i'.~i:1.;\ih!?);~~j?~~.
,~f~'~ 10.10 R€~6~~~. Selle/:ofij$'aelivered to Buyer copies of all environmental reports and
IY;","'A" ".V'.'.'''j" ""
<~(~~~R~~~ studfe~.r~lating to the Property which are in the possession of Seller.
"~~~J~~~J~~t '~f$\~i~
"~~~}~~ 10.11 Indivia~ID Sewage Treatment Systems. Solely for purposes of satisfying the
""i~lfjit;~t~i~> requj~tipents of Minn. Stat. ~ 115.55 Seller represents that there is no
~~~j\~~~: "~~~~tlual sewage treatment system" (within the meaning of that statute) on or
''''t;1~;:'~t~~ .{senring the Property.
-i~;&~n~~~~ff'Y
1 oJ~2~)''Tanks. Seller certifies and warrants that there are no underground storage tanks
on the Property.
BLW-254468v4
SH155-149
.
10.13 Leases, Licenses. Seller certifies and warrants that there are no leases, licenses
or other contractual rights affecting the Property, except with respect to the Ski
Association. A true and. accurate copy of the current lease the Ski
Association has been provided to Buyer.
11. Representations and Warranties of Buyer. Buyer represents and
follows:
11.1 Organization. The Buyer is a home rule city and
and existing under its Charter and the
Minnesota.
11.2 Authorization. The governing body of
contemplated by this Agreement.
11.3 Qualification for Deduction. Buyer is of the State of
Minnesota within the meaning of the Internal Revenue
Code of 1986 and the Buyer's use of the be for a solely public
purpose within the meaning\$~~~,~.ection 170( c)(1) Revenue Code of
19 86 "~{tjff~~~<'~~lii~l~i~i'~~~F;0~'\~~
11.4 Multiple Uses. Prior to andifQUowingi@lg~Jijgii:ijyyer and earnestly
\0" "}:-'i':i'4 ~~-I('_Y."'-:_"?"-"-"<~.'i~.:;'~":t~;
work with the Outdoor Henutge Educatfonit€~iitei'l1the Department of Natural
\;/::;ii:" -..,j" ,,~,(::~:/(:Y:/i'./r '''''''i;'i,-;~:~>-,rf;~f)'':,',!>~,:1'''1
Resources-Fisheries and Wilg,life &\rC[:rmIs and"Wat~rways Divisions, Amateur
"';~::ii,,~%:~:~ _, /!\~'?I:J_~Y:;\"" ~I'
Riders M~~;Q.t~~~'!~0,~ssociatioi1ii,~~i2~gel Energy to develop a plan providing for
multipl~i;~Qfi1Pli.li!~n!~ uses otij}~igfoperty and adjacent parcels.
12. .~~~J,r ~~:;;~f~~%\}I%W~\
Quarry . ~~e;f~Program. ~JRpor to and '(~n~wing Closing, Buyer will diligently and
earne~~~~Wbrk with Sel!~~,J~the Ski Asso~i~fi~Jl and the organizations listed in Section
11.4 aDQ.y~{to develoPi41J~rn.(~fiY~s~igg~g~. ':Q.r'connection therewith, Seller shall provide
~A>'1:t?~:,~):~~ - _ <::'~:~:-~!7,~~:'i~,~':+:;+ W:'~~::1,f'~+t:F'~"')?(~Vi,'r:;:-,:::::~:~i~(,:.':f"~?::9"
to Buyef(~f1;~~~,Jd1~~~,~}!ckee'ofj{sifuil~~Jii~ce of used iron identifiable with the mining
industry, pl1Q1Qgt~plis~of the Property,"''fu1d information concerning the historic use of
,
Ii~~tl~~~;,!~ the Closing, eminent domain proceedings are commenced .
parl'fQ~i:~~ Property, Seller shall immediately give notice to Buyer of
BuyeiJ~j7~option (to be exercised within thirty days after Seller's
shall terminate, in which event neither party will have further
Agreement. If Buyer shall fail to give such notice then there shall be
Property Value, and Seller shall assign to Buyer at the Closing all
title and interest in and to any award made or to be made in the
proceedings.
BLW-254468v4
SH155-149
14. Indemnification.
14.1 Mutual Indemnification. Seller shall indemnify and hold Buyer harml~~~ from all
liabilities (including reasonable attorneys' fees in defending against~!~~s) arising
out of claims by third parties relating to acts, occurrences or on,t,t,~;~t9rls on, at or
with respect to the Property which occur on or before the actM~l~lPate of Closing
or relating to the falsity, inaccuracy or breach of any rep~s~~~~~~~~;~or warranty
made by Seller herein, including, without limitation, ,,,,91~s tJ~!iWg9y;~rnmental
';;."';'\"/1' ,\",,,.,,.(,\
authorities with respect to reclamation ofthe Property. E~G~pt as set foft]1tW',Section
;;-,}'!7 . ~.\i\..:::,:?~,~,;?:,:\1}~
13.2 hereof, Buyer shall indemnify and hold Sel!,~~;~:harin1ess from aIN!i;~~!llties
(including reasonable attorneys' .fees in defend~~~t~gamst claims) arising~egt~l:g[
claims by third parties relating to acts or os.<(4iieIlces on, at or with resp~ct;&.tQip~
.,' /'i..+'<'}~/~W " '<:::;tt""'_C::~~:\":.:&
the Property whIch occur after the actualf,~<qte}of Closing. ';<1z;;,!i;/~'
A;~~!~~~'~#~ .0;2~~~;~} '.'
14.2 Hazardous Substances. Notwithstandingi!~XiJ;9ther proYJ$i(j[~in this Agreement to
~"l,>>~;,li\~"'~~' ,.~t~t/',~J,ttP':
the contrary, Seller shall indemnify and fiQ!,~~j~~y~rf~!1:~less from all liabilities
occurring after the actual Date of Closing~~~~$t~;t~r'te to or arise from any
discharge of Hazardous ~~bstances from Sell~!'l,~~(,;Retained Parcel onto the
Property. Seller hereby ,~~l~M~,~",,~uyer theright"t8~~~~~F onto Seller's Retained
Parcel for the purpose of"~~liiitgmt~!~~~~. or threa~n~~igi~charge of Hazardous
Substances onto the Propei1Y~and~S'tHn~I;fa'grees to reiniDuFs$~Buyer for the costs
'~-",':i;,?<?\ ---'<';if;NY':~fh",-_:~~~ti'~~c:.:t~;~,:, ' "{.(:!""j/'
of such abatement, provideg:i:;i,that such~~rigg~;~o~~entrY and abatement may be
'\:i\{:;~'\'(',)ft, 4~.\i\~\~f'::::,-/~'i:\~,:I,::~t~:t,'c+~?\>vr~r"~~..
exercised only upon failure q~~.~e o~~,of tl16'it,ei~ened Parcel to commence
abatement ot:Jht;. actual or threli~nt;ditdischarge of Hazardous Substances within
,~:::?~'p,',.<<:;n~;",~"~~rt,, '. . . '~:{~3,:;'f'(:\~r<';.};;:'~;{i~1Y'
twentY,~\~;~J~~Y~il~\receipt of\~~i~efthat such condition does or may exist on the
Burdenea...Parcel "(!dI.'''!" Vi!'i"""
!K!!?;""~; . "!Piiii~)~ ';':~!:'~I~
15. ASSignmeii~t~~:~ler may nJ~~tsign this ~~}~tIp.ent without the written consent of Buyer
OrbY'\"thOut~~~.
16. Notices. A11.i~:~qti9~&!~qtllred or'p~ffiilttetfhereunder shall be given by personal delivery
~""':i:'/':':+'~,?f::";,Vt,';';,\.::;"
u~n an autIfg9~~W' representative of a party hereto; or if mailed by United States
<~r!r~{ll~g!,~er~~ or c:ftili~qfp1ail,. return receipt requested, postage prepaid; or if transmitted by
1~s\S\~f~:'t~~\M/tA:~*~;:j:/:tl<;'f;::~;~:i"/~;"~:~~-;" ~l'~'t'!~jz~'~!\~:;~ .. . . .
~'},l~~)i;J<~facsiiilil~tt~~py follo~~,9t:r,by maIled notIce; or if deposited cost paid With a nationally
f,~~~i~~ry'; recognizea;;kt~12utable"(jSr,~iWght courier, properly addressed as follows:
iM~~\!j'J '~~t~~~~~ ''fi~~~i'~~
":';~~i~f;~,. If toS~i!~ir: Aggregate Industries-North Central Region, Inc. 6896
,,~;.:<;,;)~ \\;~,:i!,;~ Co Rd 101 E
\(~l~~i~~~1i?~~ t~%~ffX;~:l:' . - .
,,*~!~~~*i~ i*fig!*, Shakopee, MN 55379
'"
~~~~2~!!""~~)M.i~ copy to: Todd Anlauf
,."""",!",,,,,.,,,,~
~~~k1*~~f,j~~~:' Oppenheimer,. Wolff & Connelly
""~::Il' 45 South Seventh Street
Minneapolis, MN 55402-1609
If to Buyer: City of Shakopee
Attn: Mark Themig, Director
Parks and Recreation Department
BLW-254468v4
SH155-149
1255 Fuller Street
Shakopee, MN 55379
,,<.'t.-.
With Copy to: Larry Wertheim)1t;iJ~~~~'
Kennedy & Graven, Chartered ;.t;(ii>~iffiBt//'
200 South Sixth Street, #4 70:"~;~~'l:t~;?F
Minneapolis, MN 55402 i~~
Notices shall.be deemed effective on the earlier of the date~Q~r~~ceipt 6~it,~~~,:&iate of
deposit, as aforesaid; provided, however, that if notice isAgj,yen""by deposit, ili.e~;~~. for
;/;......{.;;::I> ',.'(e.\'\H'':,
response to any notice by the other party shall comme!}.~~;j,tdY run one business daY:;iL~:fi~.r
"":,;.:;':>"O".(.":~1" ''<.)''::;)0^''r;)~~
any such deposit. Any party may change its addresJ~i;f9,If;tlie service of notice by gN!~~\"1;;..:
notice of snch change 10 days prior to the effe;(~,~ of snc~,~:ige. ~J'
17. Captions, The paragraph headings or capti04r~ ~'t' Agreement are for-
convenience only, are not a part of this Agre~~ij~~~1~.~~1;~ti~t to be considered in
interpreting this Agreement.'~;;~I7:)iNlr;;iiJ;~~i,ii'Y
"~'~~~~~{ijll~i:~
18. Entire Agreement. Modificatio~;~~p{~pj~.. written Agreem~~~~.~onstitutes the complete
agreement between the parties';;:artCl1igupei,:El~des any prio~~QrlU~tor written agreements
''/''':.~ ~"'.;. .':::i?'t,;...'". ....."".f7"';".
between the parties regarding the:;(~;~peftY:j~~~~~1t~~~.no verba~~~,eements that .change
this . Agreement an~ no waiver Or\~~~ of its le~~j1~~J.~t~i~~i~~~ecHve unless in a writing
executed by the PartIes.:.. \i4'~~~~1& ..fi!~!t"r '''''~;j~2~~~J~1i>
19. Binding Effect. .;~~~~~~.~!llent bind~~~~jf15~~:fits the p~es and their successors. and
assigns','~'i~ "
20. Controll~@~~~w. This 1~F1ement has :~~~~ made under the laws of the State of
Minnl({~t\i(and such la'Y,~~jl::g.9~!!91 its in~ijletation.
s;~0~~~~1~~ lii;g,~!~~~r~.~f~W~~~%f~~f;i~~0~%X!'W~ \?
21. Remedies~!.li;~~',~f;;;~t~~ller aefaur~si~lY!ger.this Agreement, B:u~er or ~eller, as. the case
Illay be, shall;~~~~ftJfe rIght to termInate thIS Agreement by gIVIng wrItten notice to the
:1~1~t~~;~~t~W~w:g parf~~~II~~~ defaulting party fails to cure such default within 30 days of the
;~4~1~~,i:~(fafe~~~~!~ggJ1 notiE~~ij!h,i$ Agreement will terminate. Upon such termination, Buyer or
!4$~~~~J);\j/~ Seller M~~~'~wsue sit~~~~~f11 or equitable remedies as it deems appropriate in a court of
(1d?;;{~~iY competent'jtiP~diction. milieu of termination, either party may pursue specific performance. \
4::ff*f,j'iik~ ";~ift1~~ ~~7'
"~,,~~,t2. NOn-Merger~~~jf~s the intent of the parties hereto that, notwithstanding delivery of the
""~~Ii]W}~~'~ Deed to BuyJr~l:1pder this Agreement, the following provisions shall not merge with the
"i~~~~;~~i;' Deed but si~!:~~ontinue to of full force and effect: Sections 10, 11, 12, 14 and 16.
"{~I~g:~?twithsl~~ftg the foregoing, Seller's liability with respect to the representations and
'(1\!i~i~aIlti~~~enumerated in Section 11 shall be limited to claims arising within one (1)
yetm1ffitif6 Date of Closing.
\\;f.,"
23. Withdrawal of Offer. This Agreement shall be deemed to be withdrawn unless accepted by
Seller and a fully executed counterpart of this Agreement returned to Buyer on or before
October 27, 2004.
BLW-254468v4
SH155-149
SELLER AND BUYER HAVE EXECUTED THIS AGREEMENT as of the date first written
above.
SELLER BUYER
AGGREGATE INDUSTRIES-NORTH THE
CENTRAL REGION, INC., a Minnesota
corporation corporation
By:
Its:
By:
Its:
BLW-254468v4
SH155-149
EXHIBIT A
To AGREEMENT FOR BARGAIN SALE
LEGAL DESCRIPTION OF PROPERTY
BLW-254468v3
SH155-149 A-I
EXHIBIT B
To AGREEMENT FOR BARGAIN SALE
Legal Description of Seller's Retained Parcel
BLW-254468v3
SH155-149 B-1
EXHIBIT C
To AGREEMENT FOR BARGAIN SALE
FORM OF ACCESS EASEMENT
BLW-254468v3
SH155-149 C-l
EXHIBIT D
To AGREEMENT FOR BARGAIN SALE
FORM OF RAIL EASEMENT
To be reserved in Warranty Deed
BLW-254468v3
SH155-149 D-I
EXHIBIT E
To AGREEMENT FOR BARGAIN SALE
FORM OF FILL LICENSE
BLW-254468v3
SH155-149 E-l
EXHIBIT F
ToAGREE~ENTFORBARGArnSALE
FORM OF WATER USE LICENSE
BLW-254468v3
SH155-149 F-l
EXHIBIT G
FORM OF DECLARATION OF COVENANTS, RESTRICTIONS AND RIGHT OF ENTRY
DECLARATION OF COVENANTS, RESTRICTIONS
AND RIGHT OF ENTRY
This DECLARATION OF COVENANTS, RESTRICTIONS
(the "Declaration") is made as of , 2004, by
NORTH CENTRAL REGION, INC., a Minnesota corporation,
assigns ("Declarant"), in favor of the CITY OF SHAKOPEE,
and political subdivision organized and existing under its
- of the State of Minnesota ("City").
A. Declarant owns real property legally
"Burdened Parcel"). ,&~*~f'c~""
'~~!~r!~~_~~~~t(t:\~~'4~
B. Declarant owns real proij~~f"'feg!ll~;~~~~!~"fribed
"Benefited Parcel"), which Declarant is c~nXfying to';'t~~~~j~~~t01~e
Burdened Parcel ":,J;(%.. I/;Y" ,,~'t~~::;~'/ ;;:: ;""'""
. '\l",<,,~;Ji! ,'\rlY1:iY 4"'",~" ';" r r
\:,,!", '~ 4j~,*; f~1 l:"",~~\ 'I~C>f
,.",i.Jt ~,,~,'i <<0j;l
C. The City,erequires; as a condiii6ill:tf~i~ purchase of the Benefited Parcel that
"/"~";:',f. ",. ~}"\""" .'__J~.:': ':;:'~ \>i;..""'<'.f.''':gp':T
Declarant enter into thf~I)l61irriitrofi.\, ~!ia]~z~i.
<~
NOW, THIl~~!~~~~rfor good aiitl~vaJ.uable consideration, Declarant hereby agrees,
cove~~~~':'rand dec1art~~~at the Burdened Parcel shall be owned, held, operated, mortgaged,
cQ!1X~y~(l~t[~WJ1bered~~W1~:transferred subject to and burdened by the following covenants and
{A:*:-;lf,trrb.i1~~~;t~f;~1%i;~;j:h~~ ~~~~H~if*~~1>-
#tl'~,S, c Ions. "'d"'-"'j>~K'''" '{:'}''''''A',~
, ~,
~~~~~j}<" 1. Th~~i9~er of th~~;l3fudened Parcel shall not use or permit third-parties (including
"'~~~~~il~T3t;vithout limitation t~~i)s, and the employees, agents, ~ontractors, invitees, pe~ittees and guests
~~~r~t~~tsuch owner and tel1~}s) to use the Burdened Parcel In any way that results In or would tend to
""~~~ltin the disch~~i~;Fispersal, storage, releas.e,. disposal.or escape ("Discharge") onto or ov:r
tH~2~~i~fited Pariill~:~f asbestos, asbestos-containing matenals, petroleum products or o~er toXIC
or H$Q.ous mat~f1aIs, hazardous substances or hazardous waste, pollutants or contaminants (as
~+t:'~~1~r,~,g:>,t~J.." , At,~~",;1'2W'
define~(jiij:~~Ef;q~i~ated pursuant to any applicable federal, state or local law, ordinance, rule or
regulatlOn)z\~)lectIvely "Hazardous Substances").
2. Without limiting obligations set forth in Paragraph 1 hereof, upon the discovery of
an actual or threatened Discharge of Hazardous Substances on or from the Burdened Parcel onto or
over the Benefited Parcel, the owner of the Burdened Parcel will promptly, diligently remediate or
cause the remediation of all Hazardous Substances, on the Burdened Parcel and the Benefited Parcel
to the extent required by all governmental authorities having jurisdiction and in accordance with all
BLW-254468v4 1
SH155-149
applicable laws, ordinances and regulations.
3. The owner of the Burdened Property shall defend, indemnify and hold 4~ess the
the owner of the Benefited Property, its tenants, and the officers, employees, agen~~~~~ahtractors,
subcontractors, licensees, guests, invitees, permittees, successors and assigns o~i~~~~pbwner and
tenants (collectively the "Indemnified Parties"), from and against any and ~M~~~aiins, demands,
judgments, damages, actions, causes of action, injuries, administrative ord~~~G?qij.~gt agreements
and orders, liabilities, penalties, costs and expenses of any kind whatsoev)~~~WPffidIDg~g~~s arising
out of loss of life, injury to persons, property or business, or d~~'t to natti1i~ii~~~ources
(collectively "Damages and Claims") in connection with theAoI;~l:!tlliir, alleged or*~~tm;'~~l~ned
A~<:~,:~:>'.";-~ ,. _'~_:':::'I.,:::t '";::f~ ~
Discharge of Hazardous Substances or other toxic materials frolll'it11emurdened Parcel ontd:;;Q~h)}r~r
the Benefited Parcel. This indemnity shall be applicable eVellif!~;tj1tnegligent act or omissiod~:~~~~'r",
.r:~..','f>";'" -,' _ - - ''':'':-'-'/~:J';:i'd-,~
not the willful act or omission) of a member of the Inde~~e(fParties co~rbutes in whole or'm.::1i':iji,}
part to the actual or threatened discharge, dispersal, rel~~ii~~~~rage, trea,~j}): generation, disposai\1l
or escape of the Hazardous Substances. "~;;~;;(;W'~~ 4ki'!&0'fy",J/
~ic~€~t~~!;;...;.. ....,.f:1~{$'0g{~S>.
4. The owner of the Benefited Parcel, its emp16~~~]t~i~~s, contractors, successors
and assigns shall have the right but not 0!he obligation to ~i1~~~~~R~n the Burdened Parcel to
investigate and to remediate any actual g~~~~,~~~ed Discharge of~;~~pous Substances onto or
over th~ Benefited Parcel, provided that ';~~~~~ri&Bt~~~~itz and abat~~il~i,ay be ex~rcised only
upon fmlure of the owner of the Burdene~~~;!ll'ceI"to~~~~;~~.f1~ abateme~~or correctIon of such
condition within twenty (20) days after recei~ti~9t notice ~~~~)1~~~~R~l~?n d~es or may exist on the
Burdened Parcel. The owner of the Burden~d~RarceCsmul~nnDwse;/ffi:e owner of the Benefited
if'{":''!''''. Ai;i;Z"'~V ~;{fIr
Parcel for all costs of s1l-Q~ft;;~~estigation ~~':;~~w~Qiation reasonably incurred by the City
("Investigation and Re1ll1~~fiQl:i;1~9~ts"). Nothi11.~~Hhtained in this Declaration shall be deemed to
impose upon the oWl1~tr5fffi~;B~ff~fi~d Parcel arl~!gbligation to investigate or remediate Hazardous
'4~Y~:~'}fi;#-.# - \""'';~-{;''':~#< ij'-'"_~;t"b~
Substances on ~lt~~dened Parce~'it~the Benefitea~I~~el.
~1'!!'5t!fi'}};;ii;itf '~:j'f!;!;Y4
5. <l$~~~s!,~ant agre~~~1~!iiR~~~~g.;(!,4i.~~~ai~~~ when and as the same become due and
payable, any ai1dt~!~\~vesii~~onVian({;!iK~m:~~~~~~pn Costs, Damages and Claims incurred by or
assessed against t1le~Ii1d~~fied Parties, to hola"'the Indemnified Parties harmless from Damages
and~.l~s';:and, up;it~m~t~rty's request, to assume the burden and expense of defending all suits
an<fi~~mrtive ro~~dit s and to handle ne otiations of an descri tion with an and all
fih';""{iY"tp'-~""'''''~''3!i%,,~ , P "H7';~i/~ . gyp y
~;'E~'jf~kms, pol1u8~X{tt;l;:hdivisi':5~~~E),government agencies arising out of any of the occurrences set
&f~JVir~?i~~~ ~(~S<~;;i;t~ ~~}j{~S\;Y';\1\
'l:11'~;iiJt% orth above -,';\.. ;,;i'j2;;,;i-:i,,~
:~~~~r,i" . "\i;~~~~1\~ i2~p: .
~~l~~ 6. Itistlt~~i!1tent of Declarant that common ownership of the Burdened Parcel and the
'4i;~it~~~efite~ P?Tcel shaJ~:~bt result in. a ~erger of ~te:ests and shall not serve to terminate this
~J~",~gl~atlOn m wholS'*i~~.part or to extinguIsh the restrictions declared hereunder.
i~4~j~~f~~~. .. a:f;~;i~l:tfl
"~~l~g~, .;~aitflfay or omission of the owner of the Burdened Parcel in the exercise of any
right a~~gf~prn any default of an owner of the Burdened Parcel shall impair such right or be
construed 13~t5~ a waiver thereof, and every such right may be exercised at any time during the
continuance of such default. A waiver of a. breach of, or a default in, any of the terms and
conditions. of this Declaration shall not be. construed to be a waiver of any subsequent breach of or
default in the same or any other provision of this Declaration.
8. The terms of this Declaration shall inure to the benefit of and be binding upon the
BLW-2S4468v4 2
SHISS-149
Benefited Parcel and the Burdened Parcel respectively, to the end that the covenants shall run
with, bind and burden such property in perpetuity. This Declaration may be enforced by
injunction, and all other available legal and equitable remedies. This may be
amended only by written instrument executed by all of the owners of all or of the
Burdened Parcel and the Benefited Parcel and filed of record in the County
Recorder for Scott County, Minnesota.
IN WITNESS WHEREOF, Declarant has executed this
first above written.
"4iff~iil~~
AGGREGAT~fJNPUSTRIES-NORTH
CENTRALd~~IbN, INC. .',
~~e ~'" ~,
Its .~;t~~;\~{~t';~;:~~~~~~~lf.li~~~)'
STATE OF MINNESOTA } ,.
COUNTY OF
The day of
the
Inc., a
corporation
Notary Public
(BL W)
BLW-254468v4 3
SH155-149
EXHIBIT A
to DECLARATION OF COVENANTS, RESTRICTIONS AND RIGHT OF ENTRY
LEGAL DESCRIPTION OF THE BURDENED PARCEL
BLW-254468v4 4
SH155-149
EXHIBIT B
to DECLARATION OF COVENANTS, RESTRICTIONS AND RIGHT OF ENTRY
Legal Description of Benefited Parcel
BLW-254468v4 5
SHl55-149
.
EXHIBIT H
To AGREEMENT FOR BARGAIN SALE
Quarry Lake Program
BLW-254468v3
SH155-149 H-l
B
November 19, 2004
(77 -04-107)
Mark Themig
City of Shako pee
129 Holmes Street South
Shakopee, Minnesota 55379-1328
RE: Phase I Environmental Site Assessment, Quarry Lake, Shakopee, Minnesota 55378
1.0 EXECUTIVE SUMMARY
Bonestroo Rosene Anderlik & Associates CBonestroo) has performed a Phase I Environmental
Site Assessment of the Quarry Lake property (approximately 105 acres) in Shakopee,
Minnesota. Figure 1 depicts the general location of the property. Figure 2 depicts the layout of
the site.
Currently, the site is owned by Aggregate Industries, Inc. It has been mined for limestone for
several decades. Prior to mining at the site, the property was essentially unused and contained
areas of shrubs, trees, field, and potential wetlands. Mining at the site has been completed, and
the large mine pit left by the mining activity has filled with water. Upland berms surround the
water body. The water body, known as Quarry Lake, is used by the Prior Lake Water Skiing
Association (PLWSA) for water ski racing. Materials owned by the PLWSA are present on the
western portion of the property. The northwestern area of the property is leased to a concrete
and masonry company for storage of materials; previously, the northwestern portion of the site
was the location of a concrete recycling operation.
This Phase I Environmental Site Assessment was performed in conformance with the scope
and limitations of the American Society of Testing and Materials Standard Process E 1527-00.
This Phase I Environmental Site Assessment has revealed no evidence of Recognized
Environmental Conditions (RECs) in connection with the property, except for:
REC1: A petroleum release from a fuel truck occurred in the northeastern portion of the
property in 2001. Cleanup and excavation activities were conducted, but it
appears that some of the contaminated material could not be removed. The
MPCA issued closure to the incident in 2002. In addition, a large amount of
debris, an old storage tank, two 55-gallon drums, and stored construction-related
materials were observed in this area of the property.
REC2: An area of debris with an old storage tank and vehicle parts was observed near
the northeastern property boundary.
REC3: A stain, gasoline can, and a small asphalt pile were observed in the northeastern
portion of the site on the driveway extending down to Quarry Lake.
REC4: A scummy substance and white flecks were observed on the lake surface in the
southwestern corner of the property.
RECOMMENDATIONS
Based on the findings and conclusions of this Phase I Environmental Site Assessment,
Bonestroo recommends the following:
REC 1: A limited subsurface investigation should. be completed in the northwestern
portion of the property where a previous petroleum product release occurred and
where debris and containers were observed. Soil and/or groundwater samples
should be collected and analyzed to determine if subsurface impacts are present.
REC2: A limited subsurface investigation should be completed in the northeastern
portion of the property where debris and containers were observed. Soil and/or
groundwater samples should be collected and analyzed to determine if
subsurface impacts are present.
REC3: A soil and/or groundwater sample should also be collected in the northeastern
portion of the property where a stain was observed on the driveway extending
down to. Quarry Lake.
REC4: A water sample should be collected in the southwestern portion of the lake for
analysis of potential contaminants.
In addition, stored materials and debris observed at the site should be removed and disposed of
properly in accordance with applicable regulations. If additional information regarding past site
activities or potential off-site sources of contamination becomes available, this information
should be reviewed and the need for additional assessment should be re-evaluated.
Should you have any questions regarding the scope or conclusions of our assessment, please
contact us at (651) 635-9100.
Sincerely,
Bonestroo Rosene Anderlik & Associates
Lisa R. Fay
Project Scientist
IIrf
Attachments
C.
City of Shakopee and Prior Lake Waterski Association
Quarry Lake USE AGREEMENT
Draft 11/19/04
This Use Agreement is made this _ day of , 2004 by and
Waterski Association (PL WSA), a Minnesota non-profit corporation,
Minnesota, (City).
RECIT ALS /<;:'"f.;,~:~~
l(c,~~~f,~,~:f'
A. Aggregate Industries-North Central Region, 11J,Q~If}i.'i~~'Aggregate Industries")
/!;5",~"<';<':<;f'f'
approximately 133 acres of land located at 6896 C. Rd.}~1f~itin the Cit)'?;::~lhe City has
into an agreement ("Purchase Agreement") with Agg(~,~j~t Industries<i1.~f;~~quire approximately
111 acres of that land. Exhibit A to this U se AgreementUi~Ricts th,~{g~j,jerallocation of the 133
acre tract ofland. '<(1:;~IlY
B. The 111 acres ("Property") inc1uq~~i.~;l:jake ("Lake") thafi&j;'~~~trximately 80 acres which
is surrounded on the west, south and nq~~fJ?~~;:~y~~P of land appto~:ifi1;~~ely 200 feet wide and
approximately 23 acres in size, and.on tlle~0i~jtliw~~]~~~4~i~~p'roximatei:i~:~~-acre parcel of land.
The Property currently has no publIc acce$~X.~9.r elthet'pe;~!~~~:~~:lgrvehicles. Current access to
the Property is via a private access easement~~~tyveen ~I2~SNian~{~gg}egate Industries.
"........ \1~;~~;~~.. :<;(~J~!8Jrp' ^"'*;;~j%t~;di'
C. PL WSA uses ~(,;ig8~.t9~~r..~~ the Prop~~i:lp&suant to an agreement with Aggregate
Industries. Aggregat~;;mdU'sffie~~;!~~)villing to ~9#'Y~y the Property to the City for a price that is
ff;'.'.'V/P \;."{f',"'~ V:,i.","!
approximately 15~4;Qfi}the Propeijy;~:s fair marke~!:yWue if the City allows PL WSA to continue
Ii"".,;,#' k""i" \;,<,;,,,~
using a portio~f~:~~p:tLake and ~5i~~'portions oftn~iifperty for PL WSA activities.
<ii::;;~;':i':J'~. . .1r;ii;,;e2~'i:"J:'R~;;;I:~"f? ......... ... .. .. 'r~;'j,l,
D. In con~id~f~ti9n of .6\g~~~dt~f~mdU~tfr~ir$~pihg the Property to the City at approximately
,,\:!,:i/::j(?j?~ ,f'~>~i,,-,;,~>_'hi;J". ' ~".;.;,(9.)~i<~;;..:;;r6::?<")\~~<i';'~':~'~'i;:~
15% of the Propeny;,SlfaiJ;'4mlifl(et value and'irrConsideration of PL WSA agreeing to make certain
""'i/~>/?n>~,,~:,1;'~_ht,?~('~_
fin~8~~'i~dother coUill.1iwents to the City, the City is willing to enter into a Use Agreement.
,lli~R~li~~x2~;'!~~s U s~,J:~:~~~!TIent is to set forth the terms and conditions by which PL WSA can
-<i?-';;:,?"~te_:'::~':~'" .. ~~.!?';"j{j";;/;:"'~1{~,, ",""e::"",t',41't:
rl:t~~0~9Jitmue to uS({~~t~~,~i?n of(~i~~~~p~rty in ~ m~er that i~ cons~stent with PL WSA's ~urrent use
,~~~~;l;;f~iOf the Property bl!~,il~~thout un'~J!.t~'J;mterfenng WIth the CIty'S nght to use other portIOns of the
~i~~i~l( Property for publi6\~~OSes th~tl;promote the health, safety, and welfare of the general public
~~i4(ij;f~~;;~d residents of the~;!~!ty. A concept plan depicting possible future uses of the Property is
"'...'f'<i" h d thi t..,..,..,'!! Exh'b' C
''<(~f%\il:l::tl~c e to. s Agreem~nt as I It .
~~;~!f~~~?~:, A~t~~'
E:'\:i~}f~fi~~f~WSA"'f~~the City ~esire to enter into this .Use Agreement to set forth the. general
termsi;l!9~;~\,~~9,tJ.$' PL WSA WIll be able to use a portIOn of the surface of the Lake. and other
portions\~~~if~M"JJJe?' Property for the purpose of practice and instruction for Water-skiing,
Wakeboaraitig, Wake-skating, and other similar towed water-sports, boat and watercraft storage,
and for Water-ski Shows, special events and competitions for PL WSA members and their
authorized guests.
JJT 255332v3
SH155-I49 1
.
In consideration of the mutual covenants conditions and provisions in this Agreement, the City
and PL WSA agree as follows.
1. RECITALS
The Recitals are true and correct and are deemed to be part of this
2. GRANT OF USE RIGHTS
The City grants to PL WSA the right to use a portion of the
of the Property in accordance with the terms and conditions
3. TERM
The term of this Use Agreement shall commence May until April 30, 2030,
unless sooner terminated by PL WSA, by mutual or by City.
4. TERMINATION '/i";;;j,,,,.
~t!~:f:~t\~~;;~~'r'~'i:?<'t
The City may terminate this Use Agreeni~h~.~t'-ffil~iip.~'!j:~gLWSA
obligations set forth in Paragraph 5 ofthi;~~~ee~~'ilt~'Wt~y,ig~~!i;lhat the written notice
. '\<.';';'''''',~. ,J,";',_",.":<,,,>/,:,_;,,>,<::~:,~~
to PL WSA setting forth the basis for PL WS~\t~~.defau~t;:(f~~J&WS~~.~~~Jf)lave 180 days to cure any
such default and if the defa~lt is not cureqJt!~t~~~~80 days tlllsi~C{Jse Agreement terminates
immediately upon the expgim>itipf that .180-da~p.~oi
A~~~~~~1Il~1~~~~i~f~r~~~ \f~~~~ir
PL WSA may nO~,;i!~~nate this \;t.It:~j~ Agreemen~iiiing th~ first ten years without the written
consent of the .~~~j:'Thereafter,~~:WSA may te1'fl;1J!!.ate this Use Agreement for any reason by
providing th~]k~0}i:with writt:~i;i~~~'1~1;f:~i~f~::~..~ne\+~~~ before the effective date of termination.
Any such terml~~t!Qn shall g,~ap;.9X,Q~!~f]i1!??\:!<Jri:jjBi.;t:'i)"
"!~~~~~;~~,~.,~~~ye. ',"~';;l;Ji(f;i~~'~~;'
Upo~:'ft:~~ination, p~~.~fshall execute a cancellation of Use Agreement in recordable form
e~!.mID!~~mijgf(:fu~ir inter~,~tnn\>the Property. PLWSA will remove at its own expense its personal
/l61!;;B~~~(;;~1:~~~;~:_:,~'Jii;;.i:i>/.'{f;{j'I/i',f;"i?!\/)))"~ "i,;'~;\]?<f.:i:i:<'~~~, . ,. .
;.tt$l?l9peity frofuU~~);froperlY~y,;:~g. ..shall have the nght to remove and retam all water-ski related
,fti~~lPIllProvemen~s fi9{~~,~{o~erty~~~;M~ing, but not limited to, bleachers, ski~jumps, slalom courses,
'~~~~~I'~ docks, boat lIfts, co~~~~.slOn stana,s~ storage sheds, buoys, etc.
";4~ti~f~~~ '\~1~~1lfl
''''~i;~~~5. PLWSA's OBEIGATIONS
<i(~~;;~;l~i~~~> ~f{~'
~\.~.~... .1""
;~T:>:2~f{f0i~b~ //]:}A'f.$"'?
p~~~~, shall nO~1"~i)~~quired to pay any fee, rent or other charge to City for use of the Property,
excep~f.ii~g~~~~~~~}S~t forth in this Use Agreement.
~4j~~~;!~i;~;~~;~~*'
A. PL"i~'A will pay the City $_ as assistance toward the cost of establishing pedestrian
and vehicular public access to the Property, including a bridge or other crossing, a road, and
public parking lot (if any). This amount will be due and payable once public access is
JIT 255332v3
SH155-149 2
established. Funded project grant requests written by PL WSA members shall count toward this
total.
dt2t~:!
B. PL WSA will provide in-kind labor contributions toward future imprO"\~.~~~~ls to the
Property that relate to PL WSA use of the Property, such as shoreline restor~~i~~;;j'or relate to
minimizing the impact ofPLWSA use of the Property, including an annual c\~an~~p and clean-up
... ' ' /?,~~,j,;,:',';:;::;',;;.::~,:C)~<':C
followmg special events and SkI shows. ""f;[;";;;;~ji;j)kK,,zti~~tt",
(,,;'[:,';:r " , '.,i')
C. PL WSA will fund, construct, and maintain all improveme~}ts 4tq~the boat iaUij;~>>)0.~d to
improvements directly related its use of the Property. Such con~,~gtion and maintenaq~~'~Ul:ust
be approved in advance by the City and must comply with a~:pHg~ijie ADA standards. PE~~~:
will retain ownership of all of its personal property utilized,QM;~)]~WSA in its use of the Prop~~g.\i;i;;\,,\
;~\~f[g0;{!'fJi$#' .,;1:~,; .'. "~i~tf;;"
F. PL WSA will pay the City 10% of all gross rev~~M~j~from publiq\:~i!Wlssions, concessions,
and advertising from Ski Shows and special events heid~~~J$~~;ProP)~~:j.~i;Payment shall be made
annually no later than October 31st of each year. PLWS)t~~~):g~~yf~ran annual accounting to
the City by December 31 st of each year itemizing the gross re'V~u~~~[~om such events.
L .:;~~,.-:'" '\3!~~~l[~1~~J.~,~,
G. PLWSA will change its name tQ!';~~~11~1;Sh~Jq)pee - Prior rJil{~i;~~terski Association" no
1 th J 30 2005 (';~5::~?>'C{(;2Eii:fli;:;iS'J&1?::~ ";~,j~i1;1;j;gTIt\.
ater an une,. \;;';.;"'~'" """;,,,,,:,::j.\::!i'V>,I~",,,,. ":;,;,X,:.;,,,,>,,
'~!i~~;\ ""~Z;Y::~~~fl~~fiil~:~@Ig;:~;:",~.. "l!~t~g$/
H. PL WSA shall maintain the Properijiiin, the follo:\Vin~liijl~~r:runtil such time as public
\>")";C':)::~'_ ,,<;':::>:f't,',~r":;"v<> -'~+';\\Sl\:;":~,;,t:~~>i,,,:',l'
access to the Property is completed and the €.UYtl\h~~](gQnstructed public facilities or public trails
h P ,.:iT'}7;';;;1;12;>:'"" "iil;ij;";';s'",;:;i;;;:iii'lli"
on t e roperty "'..,,.,...',..w.,....'..,".," .H,I."....,'4"..,,'
')5~~~t~~~t~i~8X~~~~I~~}1~\ \\f~~t~{i:~'
o M9~':~ff'~aintai~~1~d near the B;6~~1~unch
o Jn~rl~~r, repair, anli;~miiintain existiX~;t~!1ce on the City property
,'f+;:/;ic''Fitrf. . ~4;~<~M"~:r{l, '~)g<~::>.+:~,
o <(~wMl:\1,ntam securIDV;g~t~.:QI}J1Qnh road ~~ar Lake
m';"">:'-^~' " ,'<::<:~:"-::_<:\_";f-,:>,'.::;:::"-',>}:'.;.;:.:~_'_,/'':;,'"~r::::,_,'_,,,._'"'' _, t~::'~1'
1I~':ii~1!2"and II1~ii\!~vz~Rq,@:€~R~1.W~~,l signs in specific and strategic locations on
th~;;~~~R~~lI~'~~# '44i!~'iii;ti~2Sj:t)'
t71':7~'7':"'0,g Advise,u.g~gt~orized persons to leave the property, advise police when necessary
,4:(i~J~f.t;,,;~~i&::i~F~~~l€omm~lifQ~lG~twith City Police and Firefighter leadership regarding PLWSA's
/i-",\~/<':'~,_:::;_,~::.~,',i,'i~.."~:.~;,,,,:" ,,' ':""~/:'~,f:r\ri:",,:..,~_;>?t, " "'1: ;"iiX:'t;,~:':,' ,~:r"
,,1Jf{':i~f:~;;;;p"'.~'<tff~~~~~i~ies Otl~:~~E5~.?erty Maintain west shore boat launch in usable condition
~fiIII'. 0 Miijj1"~ nortll'il\\1~est gravel roadways to current condition
,jj,fj;J::ri?:;~:?' ".\i~t~x:~~: '~i~r
';i~~Z~~~~;>> After Public\~~aess is completed and the City has constructed public facilities or public
~~~~~.. . ~~~
<';;i;~1;!Iig:~ls on the Prope1iX)'lfWL WSA shall maintain the portion of the Property that PL WSA uses
""~""'&~uant to this A .e'eIfl~nt.
R~~~itji~~~l~1' ..~,,~&~~\f
I. "~ji,;~~,?yS~~'rrlu~i offer PL WSA Regular Memberships to any Shakopee resident at a 50%
"'al~~gij't~'then current rate being offered to non-Shakopee residents.
\;'~t~~jJJ~
J. PL WSA must offer each year at least three. "Learn to ski" sessions designed specifically
for Shakopee residents of all ages. PL WSA will charge, per participant, no more than the
JJT 255332v3
SH155-l49 ' 3
current per participant minimum fee required by USA Water-ski for liability insurance for
such events. (The current fee is $10 per non-member participant per event).
10'
K. PL WSA must offer at least one youth "Ski Clinic" per season to S~;~~~~'e youth,
designed especially for youth interested in learning to ski, learning tQ)f:~~ill(eboard, or
~':,l~:'):<(,":\',,!t'"
increasing skiing or wak~boarding skills. PLWSA will charge, perR~.!~lpant, no more
than the current per participant minimum fee required by US~\!~~Je~~~~.~[or liability
insurance for such events. (The current fee is $10 per non-mem.g.~r!,:pahicip@~rn~r event).
".. ";;JJ~~J!Y"'i\~~~~";~~~J';'
L. After public access to the Property has been establis~~q~~PL WSA shall fi1si~lli~.~d
maintain the following buoys if requested by the City tQ!:t:t~"S6; ":'~~)(~~~]"h,
,?::~;:",li_',);'i::~'?' , " "\*-\c:v'i::;i;et<~:~
o Designating a non-motorized watercraft m:e~;;yand SCUBA area located in'Y,tlle!;;'!&,
,~:'"v;:~~;):".,:'?:/;P', '~;;:"~;?~1.r~;~t~1!
northeast comer of the lake. 1~:;~.tf.i?'4~1,;:;\ii/f'
o Creating a non-motorized watercraft (~~.~~~tion ch~~~.f.f}:pin a non-motorized
boat launch on the northwest shore of the~gl~~~, alo~~QJ.Q'~Hiorth shore of the lake
and to the designated non-motorized area in'tl1etnortfu;'e'as( comer of the lake.
"<E~jlf~!J~~~,J?"
M. After public access to the Prope~;p~~been establishedMa;;;~J~:r necessary permanent or
temporary infrastructure improvements '~~i~~Q.1i~tfacilities have'Be~~~Qmpleted, PL WSA will
'\,\\;<'r~:'!' "",r".'/*:y'/-+::~:_:",",'/";",;P~". ~i_",:.:.\,_,:,~:\+J?"
stage at least five tournaments, Ski Sho~~ttartOJQ~';~R~~i~,:>~vents anhi!~UY;!$O which the public
'11 b .. d b M flf€j1\ b'''!('g'l'Y!''''''!' "'v'''''<''ll k
WI e InVIte etween ay \;;/',~to er '~; ;~l'~iJfi~!:~;}~i~,~SA ''';~WI mar et these
tournaments/shows/events with the intentioittQ~increasjrfgpuBliqi):lft~n~ance.
,1~{;0~ti~B2i:p)"" 'ii~~}~~}~~~\;t~~~~~J~;$' """"'~0.ia;1~~ir
6. ACCESS ",,,,,,'.,,v;..l.,,,.,,,,,i,,,,,.,, \;"""'."'.A'.W
~;)~{~::~~"~~'S'~:"~:i:0~:;~~~ '~~i!~~il\
PL WSA member~1:i;~Slji'guests sh~.}:~i;:pave the rig:ij~i:t~ access the Property via public walkways,
trails, and road~~~s.;ln the same w.!~er as the geit~t~l,public if such access is established. Until
such time as:;?l~~~lic access tq~aR~~R!:gR.~m: is cdwpieted, PL WSA members and guests and
<",e/''I''h:~/,/~<~':~?:;'.~:/'i.;:::",?,;<::;\\_:c,;,~~\:!'':i:"'::'!:'::''-':!':''';;<:;~','~~-::'& " ',' ,_ \~!
members of tI1e~RM~lic sh~R~;~~ce~s\~m.~~~J~g~~only via the Access Easement described in
section 5.1 of the Pi~}1~~~~~greement. .. ~";"'~i()iii
~;!1;'~"i~r;;'2:7"';) . "r\~~f~&~li{r . .'
,~~$~~~m~i~~~~ and "gqi~1~fi~ha11 have non~exc1usive access to and use of the land owned by
A~~~",~:i'City surib'~~..~9 the lID{~~~,~1'I~e Property. PL WSA shall have non-exclusive access to and
/(~~,tise of the land"'o~{~~.west'<slt~~i~~f the Lake for spectator seating for Ski Shows and special
..<it~{f~~~~,. events." PL WSA sl1~l,~,~ave non':exclusive access to and use of the land on the south shore of the
'l;~~~i~~'~~ake for spectator s~~ti~g for special events. PL WSA shall schedule with the City in advance
."i;i~~&;i;~~~~cial events wherd~~~WSA will use the south shore for spectator seating, or where PLWSA
"~w:n~host more tha.Il,{1~~:~eople anywhere at the Property. PL WSA may, subject to City approval,
((':~?'<Y":'r,,~ij'()' , ,/;~;~,~\;l":;'?~l
del~~J~~~ desi~~l~~~seating areas on the south and west shores of the Lake for purpose of
chargi4~~}2f~~~~~}iqees for people attending ski shows, tournaments, or other waterski-related
special 'ev~i~~~'All other portions of the Property shall remain open to the general public. during
such evenis~VIDess otherwise prohibited by the City.
The City grants PLWSA and its members the exclusive right to use the portion of the Lake
surface depicted on ExhibitI3.to thi~Agreement from sunrise to sunset, May 1- October 31 each
IJT 255332v3
SH155-149 4
year of this agreement. PLWSA shall delineate the portion of the Lake that it is entitled to use by
buoys or other appropriate markers. This right includes the right to operate motorized and non-
motorized boats on the Lake and the right to launch and operate such boats. also
includes the right for persons to be towed behind motorized boats on the speeds
consistent with water-ski and towed water sports competitions.
PL WSA will also have non-exclusive access to motorized use of the 1 to
April 30, primarily to perform necessary maintenance or to site
improvements.""
,4:~izti{~7
PL WSA will use reasonable efforts to ensure that all pers~:!l~'ii,~perating and being
motorized boats will be PL WSA members, or in the cas~~':QfJspecia1 events, will be
/;}::::,;-.rt:':'''''
members or persons authorized by PL WSA.~t:9~:;::;:':)' /'"
'(fj~~~(/(c,;:"~:,,:)
Between May 1- October 31, the City will allow only tij~ifQ1Jowing[mQt6rized boats to use the
'~-'>'_:;">,L~>~?;,'I;>", _"'<:':':.,:;,:\\':;'::::;;.Y
Lake: (a) police, fire, and rescue boats or other waterc~~~~"i,~~t@J;;emergency situation; (b)
watercraft or boats used by public entities for training purpo's~~~}:n~Q~ided that PL WSA receives
"'4!.-:!:("'-"---',,!'\\;;':r/"
two weeks advance notice of such us~,~:~:*?,~~~ City may, bu("i~Jli.n~!, required to, allow non-
motorized boats to use the portion of t1f~?,Ei~~JJh~t. is not within'cR~MtSA's exclusive use area
during this time period. ,%I~l,~'~<r,.
The City shall make a reasonable effort td~p~~"t sign~),~~tco~~~~te to the public the rules
restricting boat usage only to PL WSA boats,;+lg;;~ormnWifcate to 'iKefpublic and enforce the rules
',\:';-!",:~~;"""0'>_ _ {_,"_,r';-;..'~>,~';:., .,1:f;:~X~><':Y:'W
prohibiting the public'sr:H~~,;;~!11:~~~,~rcraft. pn~~~J:agrees to police and enforce its own use of
the Lake, including ~$~melfi15~r~~~m~ restrictio~~J~i~'
7. USE OF PROPERTY/Al:1'I'ERATIONSJ;li;;iii~~
,:!;;~[~~if~~ff" iI_,' \~~!~~\)
Before publiq~i~~~,~ular and A~i,~i'~~~~;~~i~g~:~~!,,,h~s:\~etenestablished to t~e Pr~~~rty and other
necessary perniaI.\~m~,?r te~g8!.l;itY;,,;:i.D.fi~'tp.i9~~}i/\mprovements and publIc faCIlItIes have been
completed, PL WS~';~W~~~4t'ei~"the portk;'~~,;;:gf::tif~' Lake surface described on Exhibit B to this
A~~$?~~,~f\'l?r pract18~~~~'Instruction for water-skiing, wake boarding, wake-skating, and other
~!mtl~i~ll~~~(~l~ft~yater "~P~~i'):". and for. water ski shows, special events, and tournaments
~...,.,.,j...^...,.,; '::"',l':"~i .. "", /\,:... "',d< 'It\ .C' ..... "Ii,"j/,:""~J'.,,";""""I\,
1~;~SBmpetitions:fqF~j~~SA rii~~~~r" and their authorized guests.
~\1J.;1~li~~~~'" . "i~~,;rw~t~t:~ "'i~;~~;~;~~ .
4!j~1~gft" After publIc' vehictU~~~and pedestnan access has .been establIshed to the Property and other
'''~~;%&(i~~~~,~ecessary permanen~t~;~\ temporary infrastructure improvements and public facilities have been
'\~~i~q:\ppleted, PLWSA ~~y also use the portion of the Lake surface described on Exhibit B to this
"~,J4~~~lTIent .for Wa!~~~~Ri clinics, for Water-ski lessons, Water-ski Industry events, for amateur
~dl:~fgf~ssionalJ(QWriaments, and for other Water-ski related Special Events to which the public
~"",~ \~;</I<:~; "",.. :1}:~,it":~,"";""t
may'B~~0~~Jt~~,f~a;)Uring certain Tournaments, Ski shows, and Special Events, members of the
public m~){it~,~j)fvited to attend and asked to pay an admission fee for seating in the designated
, < "t,,<;!'
areas on tne~south and west shores of the Lake. The City grants permission for PL WSA to
charge admission, sell concessions, and to charge for and display temporary advertising banners
approved by the City during Tournaments, Ski Shows, and Special Events.
JIT 255332v3
SH155-149 5
City authorizes PLWSA to transport across, store, install and maintain on the portion of the
Property delineated on Exhibit C two ski jumps, two slalom courses, wake-rebound mitigation
materials, three docks, land storage for up to 15 boats, up to 15 in-water boat-lifts (~t,~boats on
them), two storage sheds, two judging stands, two video towers, one Show Te~~;~p,ick, and a
number of concession stands and portable toilets proportional to expected crowg~;g~~bJ~ct to City
..c't,'.>;i it
approval of the specific location of these items. PL WSA may request app~g~~M.for installation
or construction of other items, including a membership building. The Ci~f,~~ijitt~~~~;~w any such
requests in good faith and in a timely manner, but approval of any s~~~ittffiques{s;{~~~;!t;:,pe at the
City's sole and absolute discretion \i,~~~\;>\;f;;~~j%1~!~"
f1~;)~!f~. ";';:~i:~ct\);,'~,0l:;
PLWSA shall be allowed to install temporary public viewing\:;~tigchers at its sole cosf"Qjisth~,
1~",::::,t/~c;';,<F , ' "'''/'':F{.:_::,)'::::'j:':,:
west shore of the lake for Ski Shows, Tournaments, an~'t,~.Qe6ial Events. Natural spectatQ~;;~';)1
seating will be allowed on the west and south shores of~~~~f.Ut~. PL WSA/'~i~ll schedule with tk~,:tlj;tJ
City in advance special events where PL WSA will u~~~~~" south sho~~~f~i~;rspectator seating, or
where PLWSA will host more than 75 people anywhere:;at;~~}rropem1~i'.'.~:?'
';;J(~Wj~i~f~;;)~;~~~i:~}?r
PL WSA agrees with and covenants to City that PL wSAY<i,~~~tl;~btain and comply with all
governmental licenses and permits that ~~'(~;~uired for the use~~~t~~, Property. The City will
cooperate with PLWSA in. gaining nec~~~~~~R';y~p:pnental permit~;\;fui~8,?pprovals not under the
\'e'Ct>":>7" '~~:;f:i:':':-/;h':"'>(:""'~':ot ' '<,,\':}<i"?\'k<;'-<j~
City's jurisdiction. The City will proces~;il~ gOQq;5\:f~~~~l~:\t.~ in a timelM;j~~er all license and
permit applications that are within the Ci~~~JJJ;U'isdicH6n~~~i~~1~~e regunitions adopted by the
City relating to or affecting PLWSA use oftIi~{'(Prope~1~!ia1flnQ~:lje~pplicable to PL WSA to the
l}'~l:~;'Y..;fj, ,,'\~":"?;_;C!<:'~Y ~'<04',':':::i[~~:c;'<;:(Y_#
extent that such regulations are inconsistent '\xilh th$t*ijgllts being'"granted to PL WSA under this
Agreement.~" y
PL WSA shall opel'lii~:;ai1d maintaI!1,~uch safety pfQ\a~dures as mandated by USA Waterski, which
~f<'.":?~\~"\t'Jl' ~'~:'.y>?//; 't"!:F'\~}!;:'::'~~
shall include,,~,~!g\Pot be limit~,~~;1S0, the presert~:~.~~~f at least one (1) certified water safety
personnel traiu~ijli~ first aid aqgk,~m~!g~g9y,Qrocedilt~g, and a safety boat on the water, during all
'~'</;?J','<'~". (";":"~,i:'~_,'.i_'Y~" ,\:~?c"".",:,:~;<;:<:i,.".:.::, ::';'}<'''"~''"<--'. ",' ''l\<<.,
times the Prope~~~ii~~n ~~~tr~~i';fS1ffi1,S!19~~ti~;~~,Show Team p~act~c~, and during all Special
Events. The safe~~J1~~t~~~j?JJ~?e used only fortne purpose of mamtmmng safety on the Property
and ~hflJI1pgj: be used'tq%tq~ skiers or for any other purpose.
G~~~~~;ftf!~f~l~~tlt~I~~l~~~;~ "i}{~~f~~~~~~
'J1;;~8~i~> CiTV{iii&UTS ANt.)J:():QLIGA TIONS
(;;~~~fj'" '~4ti~~~~1'j~ ~~1t~~~~~) .
",1;,~~~{~r' The City will use \\~~~~% efforts tor' fund, construct, and. maintain public access to the Property
"';~~~~l~;~~~~li~clu?ing ~oad, parKi~~~lot (if necessary) and adeq~te crossing ~ver Prior Creek. Any such
~~k~t~;,~rgssmg WIll be adeqYli!e to handle car, truck, boat, trmler, and publIc traffic.
~~i~tl~~>i1ii' . . .
Ci~~~li\%~se be~~;~!ii&~rts to .fun~, construct, and m~ntam Trails ~d Park Imp~ov~ments on the
Prope~~~~*I~~~~i;~~tyT WIll mamtain the Property, subject to the mamtenance oblIgatIOns assumed
by PL WS~i~m$uant to the agreement.
'\l\i:j:;~~:kj.Yt'
;,:<:;~~r
PL WSA acknowledges that the City is under no obligation to fund or construct the public access
or other improvements set forth in this section and further acknowledges that the City's current
JJT 2SS332v3
SHlSS-149 6
.
Capital Improvement Program does not include any funding for such purposes for the next five
years.
The City has the right to use all portions of the Property for whatever public
deems to be reasonable and appropriate, provided however that such use does
the rights being granted to PL WSA pursuant to this Agreement.
9. TRANSFER/ASSIGNMENT
PL WSA may not assign, transfer, or convey its rights or oblig~tfQns granted
A c:,ji,:ii,;il'?
greement. /!';'!"',i.;:i;i'
" /0!iic~>~:"
10. SALE OF PROPERTY /": ,/ "
<'~;i'~l~:"~ ....:,t:';'~:;.,;y
If PLWSA chooses to discontinue use of the PropertJ~;m~~;"Jhe initiJ!l(t~ri~year period, PL WSA
V/-2~i:,::)'}i'?.',':"""~" ' ' ,i'r/<:('};:;~;:~;"V
shall provide one-year notice to the City. Any such notice"s~~lJl!?,e irt~y(jcable.
~:;;i~~~'f,,(~~1'B~~(t'7
If City chooses to sell, donate, abandoll~ or otherwise disp8~~i~~g~.the Property prior to the
termination of this Use Agreement, the ~j~~~.~;~ts it will advise~U{e~~sferee of the existence
of this Agreement and that PL WSA' s rigp,f~,,';ill1:af$lig~tjons shall ccifitiliUt},pursuant to the terms
::~s::::~~'" \~~ ~
If PL WSA violates anY;I!~~~;~iJbis U se Agi~~m~hf,'" City agrees to notify PL WSA in writing.
",~:<,-",<, :;':.("~?:";:$..~:~Ok'J".'t'-"~;>:>P':'i/:' "~'::;'.~~ \l;>\;,;:5{~'ir
PL WSA shall have l~Q~tdays tromk!p.e notificatt~~Jo cure the violation. If the violation is not
5f"'A,>/,Y;:"?, 'i:'::'l9'Y''JL'f. \;'/;'~':-:!'it~/~~;
cured within 1 ~i~~::~i'lYs, this U~~~~~greement \'~~~J automatically terminate. PL WSA shall
immediately '{~~~~{the PropeliYc{~p leave the Piq~~W in its original condition, ordinary wear
and tear excep,t~~i~ PL WSA wi.fl?i'rtmQYc;,i;it!?"prope~from the Property, and shall have the right
~\'-'J"':",;,Z;'7;?t'?,_, ',,', <{,:(.".,11"':\'"".'):1V>iJ;:t"\;!,,>>:<_~;::,,t~:':'-~;':'r/i;~:;:\:;Jt~'~:;:i>::t,~~ ___', "_ t
t? ~emove and'\:;~~~~~~~al~;.:~~fP~sKFilremte1il~ij!ttovements to t~e Property, .including, but not
lImIted to, bleacher~~r~~~f;J:wnPs, slalom courses, docks, boat lIfts, conceSSIOn stands, storage
h db t '<{~'1'!.;!1;yi,c.?0r
s e:;;;i. "J:.lpy,s,~e c. ',)i;;;';;;!!?",
t~~~~'
"1~~;i:~2ff PL WSA shall maiIi~M!' at its sole expense, Comprehensive General Public Liability Insurance
";i~F1ig~i'~~;)fovering the legal ff~B~lity of PL WSA, its members and its guests against claims for bodily
\I,j<~~~;:~j+~, death or prop~~ damage occurring on, in or about the Property for a limit of at least One
':ryt;ill.!~? Dollars ($l~,Q~mOOO.OO). City shall be listed as an additional loss payee under the policy.
pb~~~!;,agree t9.;(!~91~~se the amount of such insurance if requested by the City to do so and if
such'IifSf~ed1fk~m~ce is commercially available.
~":;~~~it~$r~'~
13. INDEMNIFICATION
PLWSA agrees to indemnify, defend and hold City, its directors, officers, employees, agents,
contractors, sub-contractors, licensees, invitees, successors and assigns (collectively referred to in
JIT 255332v3
SH155-149 7
.
this Paragraph as "City"), harmless from any and all losses, liabilities, claims actions and
damages related to property or injury to persons on or about .the Property, arising out of the
activities. of PL WSA, its. members, and its invitees, including, but not limited to, th!~(;activities,
actions and omissions related to skiing, water craft operation, observing Skii,[~~~ilhcluding
preparations for skiing and all other activities and omissions that occur ~~i~~Y~ater and
Property. PL WSA AND ITS MEMBERS ACKNOWLEDGE THE INHERENT DANGER
AND RISK OF DEATH OR INJURY INVOLVED IN WATER SKIIN'@:it~WNID, RELATED
ACTIVITIES AND ASSUME SAID RISKS. This provision shall G~~]'e tli~~~~~)i[ation or
termination of this Use Agreement. <<'~.8:0;V "\~,,;~.i~%10~;':.,.
Z~r;~~f w ';~~~itirt~~;)
City agrees to indemnify, defend and hold PL WSA, its dire,,9'~~~~~~'fficers, employees':;~~k~fit~!,
",fY':':>~:::"":::~'J" " --"'~';/}:;\>"}'/:~
contractors, sub-contractors, licensees, invitees, successorsIDlgj)issigns (collectively referred f6;!iij(:~;h"
1?i?:':"::'fiW ' " I_<<;:'~r'.-:::.;_""~
this Paragraph as "PL WSA"), harmless from any and",,~;1~1;.!9'sses, liabilit~,~~( claims actions alla;Q~/l
damages related to property or injury to persons ontr~~~'~~~out the P~~~~~: arising out of the
activities of the City in this or other agreements. ThiS'<pig~i~!fon s~~~~:;~Uivive the expiration or
::lyre::::filiS U~A~=~t~)~~~.~
Any written notices herein shall be deemeaj!~~;haveoeeiY:gR~~}~fx~nand'!effective: (i) on the date
of delivery, if delivered personally; (ii) on th~~arlier otii1~Hhit~~g~i:rJ,~l)s day after mailing or the
~~-{':^',':/'i!,~ " tc'Y:'i:,"'''<''~~ "'~:-;':,9,'i(r,:f>:':''Y:i:(;'::''
date of the return receipt aClmowledgemenf;~;,i~};m~i1i'~;6'y firsCcIMs':"inail, postage prepaid, by
certified or registered l11~~;~:~~!.receipt reqij~~\~(n~f(iii) on the date of transmission, if sent by
facsimile; or (iv) on~~~ayj/aft~,~t,;~~Jivery to F~~,gr~ Express or similar overnight courier or the
express mail serv~~~~aihtained B~~~e United sl~t~~;"Postal Service. ~otice shall. be .mad: !o ~e
address set fo~~~~;em or to suc2t:~ffer address, a~~~~~SA shall furnish to the CIty m wntmg m
accordance w1flttlhs paragraph."'.'!"~";>".'lt
. ,- N " }:.." , 'Jf;};;:0;;:i~","""':~"i~~:'V_"~.r;~,... \:;?~
"'~;&~~~~l'~, .(t~g~l~j%&~llf:~~~i~~~~f~~~J~~;~q~~i!~f;J;'$'
Ino:JRThWS&'3::~:i!:ti" Pri'or"EaKeS'Water Ski Association
~,~~: -
to:
Attorney at Law
Ph:
Fax:
If to City :
JIT 2SS332v3
SHlSS-149 8
.
Ph:
Fax:
with a copy to:
Attorney at Law
15. MISCELLEANEOUS
A. This Agreement has been made under the laws of Minnesota, and such
laws will control its interpretatiQn.
~Ij~J;~!~I~\~~1~~1()~;~0'>
B. PL WSA and the City represen~i!pat"llie~1~~ishi,~~ve the to execute
d d I' thi A t '\~<%((50i~> ,<,j.;:,~:;t!{~'I(!:!i;1?;~;!~)'G1"".
an elver s greemen. \;y;.,.',,~~ ~'''''\i'i]P!i,;,:,'',.:,;i;;''7",
\\.~,~."
C. This Agree~~,~~~g~~!:i:tptes the c~~~~~~W~greement between the City and PLWSA
and superf~i~~~~ffu:i)P?pi!~~~,~ral or writt~~lIgreements between the parties. There are no
verb~Ai~i~~me~ts thatl~iFge this A~~~fent ~nd no ~aiver of any of its terms will be
eff~~~~~~~ess ill a ~WJg executed by~~.p~rt1es. T~s Agreement may be amended
onlYZJ?~1wntten agrt1~m:~l}t,~Pl?tQ.yed by tl1~!,elty CouncIl and by PL WSA.
'''~v
Agf~~~~~~~:Fay be executed in any number of counterparts, each of which shall
oneiaIidlthe same instrument.
~'~~~"lf,~~
not Qi~i~til)rinate in any manner with respect to membership in PL WSA
witJ:r;IDI applicable local, state, and federal ADA requirements.
binds and benefits the parties and their successors and assigns.
City of Shakopee
By: By:
Its: Its: Mayor
JIT 255332v3
SH155-149 9
.
-
By:
Its: Its:City Administrator
JIT 255332v3
SH155-149 10
.
.
EXHIBIT "A"
LOCATION OF PROPERTY
JIT 255332v4
SHl55-149 A-1
.
.
EXHIBIT "B"
MAP DELINEATING PORTION OF THE LAKE THAT PLWSA
.
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EXHIBIT "c"
CONCEPT PLAN
.
, D
Quarry Lake Park Master Plan
Preliminary Cost Estimate
SEPTEMBER 2004
77.04.106
liTEM I QUANTITY I UNITI UNIT COST I EXTENSION I POTENTIAL FUNDING PROGRAMS I
Access Infrastructure FEDERAL RECREATIONAL TRAIL PROGRAM
Bituminous roads 6700 SY $20 $134000 DNR OUTDOOR RECREATION GRANT
Bituminous 35 vehicle oarkino 1300 SY $20 5:26 000 IN KIND CONTRIBUTIONS
Bridoe - vehicular 2560 SF $150 $384 000
Electrical canel narkinn & shelter 1 LS $40 000 $40 000
Water Service 1800 LF $20 $36 000
Water Qualitv Pond 1 EA $10,000 $10,000
I SUBTOTAL I $630,000 I
Trails DNR OUTDOOR RECREATION GRANT
Bituminous trails 8000 SY $15 $120000 FEDERAL RECREATIONAL TRAIL PROGRAM, TEA21
Soft surface trail- 5 foot wide -Motorized 1300 SY $3 $3 900 DNR FISHING PIER GRANT PROGRAM
Soft surface trail - 8 foot wide -Xcel Shared use 3700 SY $5 $16650 ALL TERRAIN VEHICLES GRANTS IN AID
Wood boardwalksl fishinn niers 15500 SF $20 $310000 LOCAL TRAIL CONNECTIONS PROGRAM
Bridaes - cedestrian (crefab\ 12 foot wide 960 SF $130 $124800 XCEL ENERGY; TREAD LIGHTLY
Outlaok structure 1 EA $50,000 $50,000 IN KIND CONTRIBUTIONS
I SUBTOTAL I $625,350 I
Outdoor Herltaae Education Center (OHECJ
Archerv facilitv/Hides for Habitat Storane 21 000 SF $25 $525 000
Education Center 1 LS $3 650 000 $3 650 000
Bituminous 200 vehicle oarl<ina 8300 SY $20 $166000
Concrete navement oatio 5000 SF $7 $35 000
Interactive leamina stations 5 EA $7 000 $35 000
Intercretive sionaae 10 EA $1500 $15000
Rainwater nardens 16 500 SF $12 $198000
Electrical service 1 LS $60 000 $60 000
SanitarY sewer 6" + 2 manholes 600 LF $23 $13800
Water main 6" + wet ta.> to main 600 LF $25 $15,000
I SUBTOTAL I $4,712,800 I
PLWSA AWSA
Bituminous boat storaoe 925 SY $20 $18500 USA WATER SKI
Boat StOrllne Fencino 250 LF $35 $8 750 WATER SKI INDUSTRY
Boat Launch Unnrade 1 LS $10000 $10000 IN KIND CONTRIBUTIONS
Breakwaters 600 LF $100 $60 000
Concession Stand/Event Office/Storaoe 1600 SF $100 $160000
Dock- 10 foot wide wood boardwalk 600 SF $20 $12,000
I SUBTOTAL I $269,250 I
Plantlnas XCELENERGY\
Shoreline/Emeraent Veoetation 4 AC $2 000 $8 000 FIVE-STAR RESTORATION MATCHING GRANT
Trees 75 EA $400 $30 000 DNR ENVIRONMENTAL & CONSERVATION PARTNERS1
Trainina Field - seed 1 AC $5 000 $6 000 DNR SHORELAND IMPROVEMENT GRANT
Ueland Seedina 20 AC $4,000 $80,000 NFWS GENERAL MATCHING GRANTS
IN KIND CONTRIBUTIONS
I SUBTOTAL I $124,000
Other AmenIties XCEL ENERGY fOUNDATION
Entrv sians 3 EA $12000 $36 000 AMERICAN HONDA
Bike racks 2EA $400 $800 DNR OUTDOOR RECREATION GRANT
Drinkino fountains 2EA $5 000 $10000 WALMART
Grills 4 EA $800 $3 200 AGGREGATE IND.-DONATED BUCKET & SHOVEL
Picnic shelters 2 EA $40 000 $80 000 IN KIND CONTRIBUTIONS
Picnic tables 15 EA $2 200 $33 000
Pre-fabricated benches 15 EA $1 500 $22 500
Securilv Fencina 3200 LF 35 $112000
Trash recectacles 8EA $500 $4,000
I SUBTOTAL I $301,500 I
I TOTAL I $6,662,900 I
I I CONTINGENCY 10%1 $666,290 I
I DESIGN, ADMINISTRATION, TESTING 10%1 $732,919 I
I LAND ACQUISITION I $250,000 I
I TOTAL PROJECT COST I $8,312,109 I
OHEC $5,702,488
PLWSA $325,793
CITY/OTHER. $2,283,829
'Some costs would be shared with user groups.
H:IParl<sIParl< DevelopmentlQuarrylCouncil PresentationlCost Estimate - master plan august 04.xls
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J[]j Bonestroo
, Rosene..
-=- Anderlik &.
- - ~ - --------'
-- ---~-- ----~~-~- ----- -----~_____~______ -__~___ ---_~_4o___T______,.____ ___ ___ _ __ - -- - - - - - - - - -----
11
.
Quarry Reuse Project
Draft Purchase
Agreement
and
t Use Agreement
2.1/2.2 3.1.3.1/3.1.3.2
tit, The sale would be a Bargain Sale, where there .. Seller must clean up all debris in the northwest portion
is a cash payment of $250,000, and the of the property.
remainder of the property value is received as a .. Bonestroo, Rosene, and Anderlik completed a Phase 1
donation. Environmental Assessment of the property after a
recommendation from our attorneys (see below). I am
recommending that Bonestroo also develop complete a
cleanup list for this area, and they verify that the
cleanup has been completed on behalf of the city.
3.1.4 3.3
. Buyer must determine satisfaction with the physical condition of
the property. tit Buyer must execute a use agreement with the
. Our attorneys recommended that the city complete a Phase 1
environmental study of the properly to help protect the city from Prior Lake Water Ski Association by the closing.
any future issues with the property. Bonestroo, Rosene and
Anderlik is in the process of completing the study, and has
provided a prelimina~ executive summary (Attachment B).
They are recornmen Ing additional soil borings in three areas of
the properly, along with one water sample. I ave not yet
received a proposal on this work, but hope to have one on
Monday.
1
.
;
5.1 5.2
.' Seller will provide an access easement to . Buyer will provide a rail easement on the north
provide access to the property. side of the property for use by the seller in the
. We are still developing this easement. future.
. We are still developing this easement.
.'5.3 5.4
.' Buyer will provide a fill license to allow fill, when . Buyer will provide a water access license to
agreed to by the buyer. allow Seller to draw water from the lake for dust
.' Seller requested an easement, but Seller will control.
accept a license instead. . Seller requested an easement, but Seller will
. License is still in development accept a license instead.
Ill! License is still in development
6 10.4
Ii, Closing will occur on or before December 31, Ill! Seller warrants that all federal, state and local
2004. laws and requirements for reclamation and
restoration of the property have been satisfied.
,. It appears that there are no federal or state
reclamation requirements. Need to confirm
compliance with city's CUP requirements.
2
.
.
"<
11.4/12 14.2
II' Buyer will work to fulfill the vision set forth in the .. Seller holds Buyer harmless from all liabilities
associated with discharf of hazardous substance from
program document. seller's retained parcel. uyer may enter Seller's
retained Jcarcel to abate actual or threatened discha~e
of hazar ous substance onto the Property should se er
not resfcond within 20 days. Seller shall reimburse
Buyer or any costs associated with this work.
It Hazardous discharge response would likelr" be handled
by emergency personnel and super cede t is
agreement.
The use agreement with Prior Lake Water Ski Association outlines their use 3
of the property. One of the key discussion points in develoPin~ the use
agreement was whether or not the city can show publiC bene t in acquiring II The agreement would be for a period of 25
the property with an agreement that provides for exclusive use of a portion
of the ~operty. After Significant work, we appear to be able to demonstrate
public enefit due to the following factors: years.
. Exclusive use ~ only for e portion of the property for e portion of the year.
. As a rasult of the agreement with the PLWSA. we are Obtaining the property at . PL WSA originally asked for a 25 year term,
15% of its appraised value.
. PLWSA ~ making financial oommltments. both in capital oonstruellon oosts and which would be renewed if they met certain
~~Wk~ ~~r~ti~~:~tss~~:~':'l" negctialing the actual capital oonlnbulicn performance standards. The renewal condition
. PLWSA has agreed to provide reduced membership fees to Shakopee
residents, and trainIng opportunities for the general public. has been dropped.
4 5.A
.. PLWSA commits to a 10 year term. However, if It Funding improvements.
PLWSA fails to comply with its obligations, the .. Negotiations between the city and PL WSA regarding
agreement can be terminated with 180 days funding continue. The primary issue is what level of
notice. commitment PLWSA would have for funding the access
infrastructure, and whether or not grant funding that
.' The original term was one year. This is still a might be awarded for the access infrastructure would be
point of major discussion. See item 5.A. counted evenly toward both the city and PLWSA 's
contribution.
3
.
.
''-\ ... 'Funding Proposal
Funding Access Infrastructure
IQU,.,..TITYIUNlfI UNlTeOtT I IXTlN"ON 1 ,OTINTIAl.'UNIIINliI,ROlilRAIII . ~'~=~~~:nstto~:ee=~ ~=t~~3 ~~~~~~'~~~~1%~8o%r.~~~~~~=k
_./1ff"~ _ftIlA.no_TItAI,p_
OItlJ",I" read "00 134000 (IU1'l>OQI'Ill(CftU,lICINOIlANT ~~~2:gs~uBA c~~~ r~~A~g~i~l~r~:n~frJ:::~:;~r8g~1~~~:::~aIt1ers
8/turlllnOU4U_ I'Idn , . NIllNOQDN""'IIUTION'
Ofl<l......hl<>ull.' 100 '3e.000 .. :-r~n:~~: gt)'ra~~~~~~~u:~~w:~~Jr~~ts~~~~I~r:~~~~~% of the
EI-.t~... .n.e .r'o;In .. "'.'"' , 40000 40000
III..S_ 00 no 30000
lIIora"oI Pond 110000 110000 ~ran.t shall be applied 10 the ci~s Portion, and 50~ shal~ applied to the PLWSA and Partnefs
other Crists: I allTaTAL I 1e30000 ortion.
. FuRds raised directly by PLWSA, orby PLWSA Partners, will count toward the PLWSA and
. OHEC: $4,712,800 Partner Portion.
. If and when the cit)' is ready to create public access, the city shall ask the P~WSA to produce the
. City PLWSA and Partner Portion of the Infrastructure cost Three options may occur.
1. PlWSA and pll1nll1l will produce their funding commilmenl
. Trails: $625,350 1 PlWSA would enter into elong-tenn financial note Voan) from either the city or Mother 8Olml.
. Plantings: $124,000 a ~~~::~n~~'=~~~~Ct~~~~gc=~~~~n~:~~~~nB,:-p~~I::..
. Park Amenities: $301,500 4. :~~::r:::m'=~~~=nn:~fu~~9c==':J:~~~U~~I::uma
full responsibilitY for the costs. .
5.F 5.H
.' PLWSA will pay the city 10% of gross revenue . PLWSA will maintain most of the property until
from events at the property. public access is created. Once public access is
.' The city's revenue sharing agreements are created, PLWSA will continue to assist with
typically 15% of net. 10% of gross will be easier maintenance.
to manage.
"-
5.1.15.J 5.L
It PLWSA will provide a 50% membership discount (I PLWSA shall provide buoys to mark the
for Shakopee residents, and instructional designated use area.
programs for the general public.
4
.
.
'"
6 . 7
.. PLWSA is provided exclusive motorize boat use of . This section identifies PLWSA's rights and responsibilities. Key
items include:
portions of the surface of the water from May 1-0ctober . PL WSA shall schedule special event use of the property through
31. The city shall have the ability to respond with the city.
motorized boats for any emergency, and for training . PL WSA can store equipment on the property.
. The cZ: shall review and approve any improvements to the
purposes with two-week advance notice to PLWSA. prope .
Non-motorized boat is permitted outside of the . PL WSA shall provide required safety during events.
exclusive use area, but the city isn't required to allow . PL WSA use of the property under the terms of this agreement
other non-motorized boat use. shall be protected.
~
'.
8 10
.. This section identifies the city's rights and . If the city no longer desires to own the property,
responsibilities. the use agreement must be transferred to the
.. The city will use best efforts, but is not obligated to new property owner.
make the improvements.
.. City has the right to use all portions of the property for
public purpose, provided such use does not interfere
with the rights being granted to PLWSA.
11 Loss Control
.i If PLWSA defaults on the agreement, they shall . Meeting with a loss control specialist on
have 180 days to remedy the situation. November 29, and the League of Minnesota
.i PLWSA is concerned about this condition as it Cities Insurance Trust will be reviewing our
relates to funding the capital improvements. agreements.
5
.
Parks and Recreation Advisory Board
Comments
.' Noted that some use impact may occur with
development of the site.
.' Generally concurred with the terms of the
proposed agreements.
6