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HomeMy WebLinkAboutEDA AGN 05-02-11AGENDA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY Special Meeting Monday May 2, 2011 6:30pm City Hall, Conference room 1 310TRYONT-MM. Gary L. Peterson, President Bobby Williams Marlaine Szurek, Vice President Bruce Nawrocki Tammera Diehm, Secretary/Treasurer Gerry Herringer Donna Schmitt 2. Pledge of Allegiance CONSENT AGENDA 0, i Approve financial report and payment of bills for March 2011 on Resolution 2011-04. Motions Motion: Move to waive the reading of Resolution 2011-04, there being an ample amount of copies available to the public. Motion: Move to approve the minutes and adopt Resolution 2011-04 approving payment of bills for March 201 BUSINESS ITEMS 11 1 1 1"Ir-M!"Mr- MW IRM Motion: Move to approve the Amended and Restated Contract for Private Redevelopment by and between the Columbia Heights EDA and the City of Columbia Heights and 37 th and Central LLC dated May 2, 201 1-111591071�= The next scheduled meeting will be June 6, 2011 in Conference Room 1, City Hall. ECONOMIC DEVELOPMENT AUTHORITY (EDA) MINUTES OF THE SPECIAL MEETING APRIL 4, 2011 The meeting was called to order at 7:00 pm by President -Gary Peterson. Members Present: Bruce Nawrocki, Gary Peterson, Bobby Williams, Donna Schmitt, Tammera Diehm, Marlaine Szurek, and Gerry Herringer Staff Present: Walt Fehst, Scott Clark, Sheila Cartney, and Shelley Hanson. 2. PLEDGE OF ALLEGIANCE- RECITED 3. CONSENT AGENDA 1. Approve the Minutes of February 22 2011. 2. Approve the Financial Report and Payment of Bills for February y 011 per Resolution 2011 -03 Questions from members: Nawrocki stated he is still waiting for answers to some of his questions noted in the minutes from the last meeting. Clark reviewed each item in question and gave a detailed response. Nawrocki then asked what the three expenditures were on page 4 of the Financials. Clark told him they were the rebates issued for the Home Improvement Rebate Program. Nawrocki then asked about the County Grant posting of $4,886.66 on page 7 of the report. Clark explained that was actually a 2010 expenditure for the Make Heights Your Home Program, and that the Finance Department will be correcting the financial reports as necessary. Motion by Nawrocki, seconded by Herringer, to waive the Reading of Resolution 2011 -03, there being ample copies available to the public. All ayes. MOTION PASSED. Motion by Nawrocki, seconded by Herringer, to approve the minutes and to adopt Resolution 2011 -03, approving the Financial Report and payment of bills,for February 2011. All ayes. MOTION PASSED. EDA RESOLUTION 2011 -03 RESOLUTION OF THE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) APPROVING THE FINANCIAL STATEMENT FOR FEBRUARY 2011 AND PAYMENT OF BILLS FOR THE MONTH OF FEBRUARY 2011. WHEREAS, the Columbia Heights Economic Development Authority (EDA) is required by Minnesota Statutes Section 469.096, Subd. 9, to prepare a detailed financial statement which shows all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the FDA's credits and assets and its outstanding liabilities; and WHEREAS, said Statute also requires the EDA to examine the statement and treasurer's vouchers or bills and if correct, to approve them by resolution and enter the resolution in its records; and EDA COMMISSION MINUTES PAGE -' 2 APRIL 4, 2011 WHEREAS, the financial statement for the month of February 2011 has been reviewed by the EDA Commission; and WHEREAS, the EDA has examined the financial statement and finds them to be acceptable as to both form and accuracy; and WHEREAS, the EDA Commission has other means to verify the intent of Section 469.096, Subd. 9, including but not limited to Comprehensive Annual Financial Reports, Annual City approved Budgets, Audits and similar documentation; and WHEREAS, financials statements are held by the City's Finance Department in a method outlined by the State of Minnesota's Records Retention Schedule, NOW, THEREFORE BE IT RESOLVED by the Board of Commissioners of the Columbia Heights Economic Development Authority that it has examined the referenced financial statements including the check history, and they are found to be correct, as to form and content; and BE IT FURTHER RESOLVED the financial statements are acknowledged and received and the check history as presented in writing is approved for payment out of proper fiords; and BE IT FURTHER RESOLVED this resolution is made a part of the permanent records of the Columbia Heights Economic Development Authority. Passed this 4th day of April, 2011. MOTION BY: Nawrocki SECONDED BY: Herringer AYES: All ayes BUSINESS ITEMS 4. 37 "' and CENTRAL PROPOSAL Clark reminded members that at the February 22, 2011 EDA meetin Chris Little, along with a representative from O'Reilly Auto Parts, presented a plan for the 37`' and Central Redevelopment site. It was emphasized that O'Reilly's will be vacating their current location in the 4200 block of Central Ave. and it is their desire to 1) Relocate within the city and 2) To own a 7,600 sq. ft. facility. The construction of this subject building would need a development agreement amendment due to the size of the building (amended agreement had a minimum of 9,000 sq. ft.) and was specific to a given site plan and architecture. The issue that was discussed by the EDA was the use of the facility and whether or not it meets the spirit and intent of the original agreement. The design of the building was not an issue as it does meet the City's design guidelines (if approved the building will need to go through the Planning Commission for site plan review.) The major concern was the amount of public subsidy for this type of facility. EDA COMMISSION MINUTES PAGE 3 APRIL 4, 2011 Staff met with Chris Little after the meeting to discuss whether the subsidy level could be modified. Chris presented staff with information, which he shared with the Commission members at this meeting, regarding a purchase agreement from O'Reilly's. Clark stated that based on the purchase price and some of the known expenses, the developer will lose at least $60,000. The only adjustment in the amount of the stated subsidy will be a reduction of $15,000 in interest write -down since the original $43,600 loan will be repaid after three years instead of ten years (meaning the grant and in- kind assistance will be reduced from $369,998 to approximately $354,000). Clark went on to explain that the purchase price O'Reillys has committed to is approximately $16 /sf which is in line with the current market price for a corner piece of property on Central Avenue. Clark stated he had checked with Larry Pietrzak from NE Bank who is familiar with local market values, and that he also thought the price was fair. Clark then reminded members that when the Savers appraisals were done, the Court decided $15 /sf was a fair price for that site. Although the aforementioned amount seems high for a redevelopment with the end use being an auto parts store, staff would like to state the following for discussion or thought: 1) Redevelopment costs do not translate the same way that private side transactions occur (meaning that the key measurement for a private side success is the return on investment. Redevelopment carries with it other objectives including creating the ability to build new and create new reinvestment opportunities in the city). A portion of these dollars went to demolishing four buildings (two of them single family homes) that had marginal utility left in the buildings. 2) The demolishing of these buildings, and subsequent land assemblage with the developer, provided a reasonable sized lot that could be developed on. 3) The development will increase the tax base (new building versus the four old buildings) by approximately $15,000 annually. 4) The risk to the EDA, and an important policy question, is the willingness to do nothing with this property for an extended period of time. The proposal at hand is real with an end user desiring to start the development process immediately. 5) The end user is relocating, within the city, from a leased space user to one that will own property. One of the issues associated with redevelopment agreements is the difficulty associated with moving away from the original plan. Unfortunately, development agreements often times run into the vagaries of the market and in this case, the market changes are long term. The new use fits into what is present in the immediate area, the design will meet all of the City Ordinances, taxes are increased, an existing business will be investing in the city, and a difficult site (square footage and depth) will have an appropriate sized retail establishment. Staff recommends these changes, and if agreed upon, the next step would be a formal development agreement modification at the next meeting. FDA COMMISSION MINUTES PANE 4 APRIL 4, 2011 Questions from members: Nawrocki wanted to know how much money had been expended thus far on this site that once included the restaurant on the corner, the office building and two houses. Clark responded that the City has a net amount of $205,200 into the property thus far, plus $105,000 CDBG funds that were used for the purchase and demolition of the two homes. Clark reminded members that the City purchased the Beecroft Office Building for $248,800, but is to receive $43,600 back from the developer that was considered a loan. He went on to explain there are other costs involved such as the $30,000 for State Aid road modifications required by MNDOT, $133,000 land value write down, and $21,800 interest write down. Clark stated the figure of $354,000 noted in some of the documents was a calculation arrived at to make a determination on whether the property had to go through the business subsidy process. This was arrived at using a formula of various costs and valuations. Clark also pointed out that Chris Little purchased the Chutney Restaurant for $575,000, plus closing costs for a total of $593,000. The City did not expend funds for that property. Nawrocki asked what benefit this would be to the City. Clark responded that it would provide the City with a 7,600 sf freestanding building that rid the City of some very, blighted properties. It would also generate approximately $15,000 more in tax revenue than what the old buildings would have generated in today's market. Plus we retain a business that wants to stay in our City. The alternative would be to deny the project and let the site sit as is for an indefinite amount of time, which costs all parties ultimately. There has been little interest in the site, even though Chris Little has worked hard to get some small retail businesses to commit to being part of the development as originally planned. Peterson stated the only thing that has really changed is that it is a smaller building than the one originally planned for the site. Herringer asked if the modification to the turn lane was still going to be a requirement since the scope of the project has changed somewhat. Clark informed him that it would still be required. Diehm stated she had read the minutes and felt the consensus was that "it was better than nothing ". She said they faced a similar decision last year regarding the Grand Central Lofts site when the construction of rental units was considered. At that time, the Council decided to stick with the original agreement, and denied the amended plan. She thinks the Board needs to be consistent in their decision making. Peterson said that is not comparing apples to apples. The size of the sites is different, which limits what can be done on them. He also said the prospect of adding more rental to the City is what ultimately killed that project. Herringer agreed and stated that amending that agreement was difficult especially since there had been promises made to condo owners who currently are part of the project. EDA COMMISSION MINUTES PAGE 5 APRIL 4, 2011 Chris Little said he understands the Board's disappointment that this development isn't exactly what they had envisioned. He stated he had worked hard to get a coffee shop to commit to the site, but no one was interested in that location. He told members he didn't bring a fast food, drive through concept to the Board even though there was some interest by that type of business. Chris said the other thing to consider is that O'Reilly's is set to move to a location in NE Minneapolis if this doesn't get approved, as they are definitely leaving their present site. Herringer said he thinks if the developer can soften the financial impact to the City that it might help the Board approve the amendment needed to change the scope of the project. He didn't suggest a dollar amount - -that would be up to the developer. He didn't have an issue with the usage and thought it would fit into what's currently in the area. Chris stated that he has already taken a financial hit on this project and has sat on the property for three years in an attempt to get a development the City would accept. He reviewed some of the costs he has incurred thus far, and noted that he has lost closer to $130,000 than the $60,000 previously stated. Peterson said there are two things that seem to be an issue. The Board must decide if the development for a new O'Reilly's store is an acceptable one for that site, and if the financial terms are acceptable. He stated that everyone who has invested in Real Estate over the last couple of years has suffered losses. This is true for the developer and for the City itself. Walt said he thinks the neighbors in the area want to see it developed or seeded to improve the overall look of the site. If it is seeded, then it will have to be maintained indefinitely until such time that is developed, which could be years. Diehm asked if the Development Agreement is amended, does Planning and Zoning also have to approve the Plan for the parcel. Clark stated, yes, it would go through a Site Plan approval process. There was a discussion which process would happen first. Nawrocki stated that it is not the most desirable use of the site, but admitted that the building design is fairly decent. However, he is mostly concerned about the public money being used to get the property developed. He thinks the old businesses and houses should have been left in place longer. He expressed his desire to hold out and wait for something more lucrative to come along. Schmitt stated that it is time to cut our losses and move forward. She appreciates that a local, nationally known business wants to relocate within the City. Whatever decisions were made in the past, are in the past, and the market has changed which is something we do not have control over. She pointed out that we need to move forward with what is available now and make decisions that continue development of our city and add to the tax base. EDA COMMISSION MINUTES PAGE 6 APRIL 4, 2011 Szurek said she is not totally happy with the proposed project, but also recognizes that O'Reilly's is willing to spend money to build within our City and it will add to our tax base, so she can accept an amendment to the Development Agreement that will allow this to move forward. She also stated that this is reflective of our population and income level of our residents. This is a business that will work because the residents nearby are the ones who frequent this type of business and who work on their cars. She would, however, like to see the sides of the building visible to traffic be softened somehow to make sure the design is appealing. Peterson asked Nawrocki what figure he had in mind that would make this a more acceptable alternative plan? Clark stated the money that has been expended to date for both the City and the developer won't change. We have both lost something in this venture due to the change in market conditions and values, and the ability to get construction loans for re- development. Clark then suggested that the Board decide on a definable amount to put on the table for the developer to consider, such as the turn lane modification expense that is required by MNDOT. This is an expense of approximately $30,000 that could become the developer's responsibility rather than the City's. This expense is to move the driveway further north to meet the distance requirement from the corner. The consensus of the Board was this was an acceptable modification in order to amend the Development Agreement so the proposed O'Reilly's building could move forward. Motion by Diehm, seconded by Herringer to move forward with amending the Development Agreement to allow for the construction of an O'Reilly's Auto Parts Store, with the understanding that the Developer agrees to be responsible for the cost of doing the turn lane modification as required by MNDOT. Ayes - Williams, Schmitt, Diehm, Szurek, Herringer, and Peterson Abstain - Nawrocki MOTION PASSED. Clark said the amended Development Agreement will be brought back to the EDA for approval at the next meeting. In addition, the Planning and Zoning Commission will consider the Site Plan at its June or July meeting. : 171 Y 131 ti dills Iwo Clark told members that it is unlikely the City will be acquiring the Mady's site. There is a pending sale on the property. Nawrocki asked about the status on the commercial piece at the Grand Central Lofts site. Clark said there is nothing new regarding that site and he believes the property is still owned by E. Khoratty. Clark told members that the Site Plan for Aldi's is being considered by the Planning and Zoning Commission at the April 5 th meeting and that McDonalds will be doing a half million dollar remodel of its restaurant that will be on the May or June Planning and Zoning agenda. EDA COMMISSION MINUTES PAGE 7 APRIL 4, 2011 Clark reminded Herringer and Szurek they are invited to attend the Special HRA meeting being held Thursday, April 7"' to interview the two companies who are interested in purchasing Parkview Villa. The meeting will be held at the Public Safety Building. The next meeting is scheduled for Monday, May 2, 2011 at City Hall. The meeting was adjourned at 8:00 pm. Respectfully submitted, Shelley Hanson Secretary COLUMBIA HEIGI ITS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Special Meeting of. May 2, 2011 AGENDA SECTION: Consent NO: 3 ORIGINATING DEPARTMENT: EDA EXECUTIVE DIRECTOR APPROVAL ITEM: Financial Report and Payment of Bills BACKGROUND: BY: Sheila Cartney DATE: April 29, 2011 The Financial Report is for the month of March 2011 and Resolution 2011 -04 is attached for approval. RECOMMENDATION: Staff will be available to answer questions. If the report is satisfactorily complete, we recommend the Board take affirmative action to receive the Financial Report and approve the payment of bills. RECOMMENDED MOTION: Move to waive the reading of Resolution 2011 -04 there being ample copies available to the public. Move to approve Resolution 2011 -04, Resolution of the Columbia Heights Economic Development Authority (EDA) approving the Financial Statement and Payment of Bills for the month of March 2011. EDA RESOLUTION 2011-04 RESOLUTION OF THE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (E0A) APPROVING THE FINANCIAL STATEMENT FOR MARCH 2011 AND PAYMENT OF BILLS FOR THE MONTHS OF MARCH 2011' WHEREAS, the Columbia Heights Economic Development �` ` - ` A�o�(�[�iarequired -' � inneootaStatutes Section OSG (�ubd 9 K� shows all reue�ob� end disbursements, �pu� ' � ' ¢) prepare a detailed financial statement which the . the/rOGtuRe,thernODeyonh@nd ' �h8purposes tovvhiCh and moneyon hand ietobe applied, the EDA'e credits and assets and i outstanding liabilities; WHEREAS, said Statute also requires the EOAto examine the statement and treasurer's vouchers Ur bills and if correct, b} approve them bvr8aO|Ud0n and enter the resU/UbOn/nhS records; and ^ WHEREAS, the financial statement for the month March 2011 has been rev by the EDA WHEREAS the EDA has examined the financial statements and finds them tobe acceptable a to both form and accuracy; and a WHEREAS, the EDA Commission has other means toverifv the intent of Section 46SO96 Gubd,0 but not /jnni Annual ' Financial Rep0rtS Annual (�i approved ��udgetS.Audits and sinnUardoCurnenhaboD;and ' / �y WHEREAS, financials statements are held by the Qb/'oFinance Depa�ment inannethud ouUinedby the State ofK8inneooba'a[�eonnja[�etend^nSchedule, NOW, THEREFORE BE IT RESOLVED by the Board of Commissioners ofthe Columbia Heights Economic Development /\u8lohb/that iL has eXarniDedthe referenced �n8Dci8| statements including the check hiotnry, a- dtheyaxefoundto be correct aoƒoform and content BEHFFURTHER RESOLVED the financial statements are acknovvedgedand received and the check history oa presented /nvvr�ng/a approved for poynnerdout ~' proper funds; and BE IT FURTHER RESOLVED this resolution io made a part of the permanent records ofthe Passed this 2 day of May 2O11. 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TT _. 11 nn1 T BACKGROUND: At the April 4, 2011 meeting the EDA gave a consensus to proceed with amendments to the 2008 "37` and Central Development Agreement" that will result in the construction of a 7,600 sq. ft. retail facility (O'Reilys Auto). The EDA wanted concessions from the developer and in this Agreement there is $45,310 in reduced subsidies. Attached is a redlined copy of the Agreement for easier reading of the changes. Highlights are: 1) Minimum Improvement definition reduced to 7,500 sq.ft. 2) Ten year loan reduced to four years 3) Construction start date established as June 1, 2012 (although anticipated commencement date is in 2011) 4) Business subsidy calculations were modified in Section 3.7 (b). It is critical to note that the total of these figures are greater than the actual assistance given to the developer. This is due to idiosyncrasies in State statute definitions. 5) The amount of reduced assistance from the original Agreement is $45,310 calculated as follows: a) Developer to construct the relocated driveway per State requirement at their cost without EDA assistance $30,000 b) Loan reduction from 10 years to 4 years will reduce the amount of interest lost calculation to $13,080 c) Reduction of SAC credits from 4 to 2 will reduce assistance by $2,230 Note: This is a three party agreement and upon EDA approval the City Council will have to act on the same. RECOMMENDATION: The Agreement follows the guidelines as agreed upon by the EDA at the April 4, 2011 meeting, and as such, staff recommends approval as written. RECOMMENDED MOTION: Motion: Move to approve the Amended and Restated Contract for Private Redevelopment by and between Columbia Heights Economic Development Authority and the City of Columbia Heights and 37` and Central LLC dated May 2, 2011. EDA ACTION: JV1u,%,u118 V1. 1V1ay G, GV11 AGENDA SECTION: Business Items ORIGINATING EXECUTIVE NO:4 DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: 37` and Central Development Agreement BY: Scott Clark BY: DATE: April 27, 2011 BACKGROUND: At the April 4, 2011 meeting the EDA gave a consensus to proceed with amendments to the 2008 "37` and Central Development Agreement" that will result in the construction of a 7,600 sq. ft. retail facility (O'Reilys Auto). The EDA wanted concessions from the developer and in this Agreement there is $45,310 in reduced subsidies. Attached is a redlined copy of the Agreement for easier reading of the changes. Highlights are: 1) Minimum Improvement definition reduced to 7,500 sq.ft. 2) Ten year loan reduced to four years 3) Construction start date established as June 1, 2012 (although anticipated commencement date is in 2011) 4) Business subsidy calculations were modified in Section 3.7 (b). It is critical to note that the total of these figures are greater than the actual assistance given to the developer. This is due to idiosyncrasies in State statute definitions. 5) The amount of reduced assistance from the original Agreement is $45,310 calculated as follows: a) Developer to construct the relocated driveway per State requirement at their cost without EDA assistance $30,000 b) Loan reduction from 10 years to 4 years will reduce the amount of interest lost calculation to $13,080 c) Reduction of SAC credits from 4 to 2 will reduce assistance by $2,230 Note: This is a three party agreement and upon EDA approval the City Council will have to act on the same. RECOMMENDATION: The Agreement follows the guidelines as agreed upon by the EDA at the April 4, 2011 meeting, and as such, staff recommends approval as written. RECOMMENDED MOTION: Motion: Move to approve the Amended and Restated Contract for Private Redevelopment by and between Columbia Heights Economic Development Authority and the City of Columbia Heights and 37` and Central LLC dated May 2, 2011. EDA ACTION: AMENDED AND RE-STATED CONTRACT am PRIVATE REDEVELOPMENT By and Between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY COLUMBIA HEIGHTS, MINNESOTA and THE CITY OF COLUMBIA HEIGHTS, MINNESOTA and 37"' AND CENTRAL LLC Dated as of-. 20442011 This document was drafted by: KENNEDY & GRAVEN, Chartered (MTN) 470 US Bank Plaza 200 South Sixth Street Minneapolis, N/fN 55402 Telephone: (612) 337-9242 327813v68 MTN CI-205-44 TABLE OFCONTENTS Section I. I. Sect 2.[ Section 2.2. Section 3. 1. Section 3.2. Section 3.3. Section 3.4. Section 3.5. Section 3.6. Section 3.7. Section 3.8. Section 3.9. Sccti on 3.1(l Section 3.11. Section 4.1 Section 4.2 Section 4.3 Sect 4.4 Section 4.5 -----------------------------------------] ARTICLE Defin Definitions ARTICLE 11 Representati and Warranties Representations by the Authori and the City .................................................. 5 Representations and Warranties by the Redeveloper ......................................... 5 ARTICLE III Property Conditions, Acquisition, Conveyance and Financing Condition, Acquisition and Conveyance of the City Parcels; the Redevelopment Property .................................................................................... Conditions o[ Conveyance; Purchase Pr ....................................................... 7 Place of Document Execution, Delivery and Recording ................................... 7 Title -------------------------------------- ' � Soil Conditions; Other Representations ............................................................. 7 Environmental Conditions --------------------------iV Public Redevelopment Costs; Grants; Disbursements ..................................... ]O lNn Business Sob«��/ --�........................................................................................ /2 Payment of Administrat Costs .................................................................... }3 Records '.'''''...'''''.''''''.''''''.''''..'''''..'''''.'.'—'.''''.''''''.'''''.'''''''''''.....................l3 Rc|oco1ino ARTICLE IV Construct o[ Minimum Improvements and Public Improvements Construction o[ Minimum Improvements ....................................................... l4 Construction Plans ------------------------------.l4 Completion of Construct ............................................................................. /5 Credits ------------------------------------..l5 ARTICLE Insurance Section 5./. Section 5.2. loouruuoc -----------------------------------.l7 Subordination �o��o�] u�i�c��u C. v ^»------------~---~----------------|8 ARTICLE VI Taxes Section 0./. Right \o Collect Delinquent Taxes ................................................................... I9 Section Review ' � .'.'.''''''.'''''..'''''..''.'''.'''..'''''.'''...'''.'.'''..'''.'.'''.''''...'''''..........}0 ARTICLE VII Financing Sect 7.|. Mortgage Financing ......................................................................................... 20 ARTICLE VID Prohibitions Against /\amigou/en1 and Transfer Indemn Section 8.l. Representation ush» Redevelopment ............................................................... 2l Sect 8.2. Prohibition Against Redeveloper's Transfer of Property and Amoi�onlco1of/\�r��o�cu1 .'''''.'''''..'''.'.''''.'''''''''''''''''.''''.'''''''''''.'..................2l . Section 8.3. Release and Indemnification Covenants .......................................................... 22 ARTICLE IX Events ofDefault Section 9. ' ' ]�ventso[[>e{au/t[)c[�ood '''''''''''''.'''''.''''''''''.''''''.''''..'''.'.''''.'''''.'''''.............24 � Section 9.2. ' � D�o�cdi�mooU�f�u]t Section g.3. ----------------------------- .24 Revesting Title in Authority l]D0u Happening 0[ Event S ubsequent To Conveyance <oRedeveloper ''..'''''''''.'''''..'''''''''.'''''''''''.'.'''.'''''...............Z4 Section 9.4. Reuo]c of Reacquired Property; Disposition of Proceeds ................................ 26 Sect 9.5. No Remedy Exclusive ...................................................................................... 27 Sect 9.6 Nko Additional Waiver Implied 6» One Waiver ............................................... 27 Section ^ . y�cy ,^",,^�� ____________________________-----Z7 ART X Additional Provisions Sect 10.1. Cooflicto[ Interests; City or Authority Representatives Nod � ��dd� ^""^.,uuuu� -------------------------.----.28 Section 10.2. . . �nnn _ Opportunity Section ^ ...................................................................... Z8 K�a1�c1iommunL7oo . . Sect 10.4. ________________________------ZM Provisions Not Merged With Deed Section 10.5. .................................................................. 28 Titles of Articles and Sect ......................................................................... 20 Section 10.6. , I�o|c�aao�[��uloo�o . . Section 10.7. � . ______________________------.2X Coun uz---------------------------------..29 32781303 WN C1,205-44 iii Section 10.10. Amendment ........................... ........................................................................... 29 Authority or City Approvals Section10.11. ............................................................................ 29 Termination ...................................................................................................... 29 SCHEDULE A Description of Redevelopment Property SCHEDULE B Form of Quit Claim Deed SCHEDULE Certification of Completion SCHEDULE D Loan Agreement 327813voS MTN CL205-44 iv AMENDED AND RES T A T ED CONTRAC FOR PRIVATE REDEVELOPMENT THIS AC- E-M NT AMENDEll AND RESTAIED RESTATED CONTRACT FOR PRIVATE REDEVELOPMENT (the - Agreement") , made on or as of the _ day of 2011 2011 by and between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, COLUMBIA HEIGHTS, MINNESOTA, a public body corporate and politic (the "Authority "), established pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (hereinafter referred to as the "Act'), the CITY OF COLUMBIA HEIGHTS, MINNESOTA, a municipal corporation under the laws of Minnesota, and 37 AND CENTRAL LLC, a Minnesota limited liability company (the "Redeveloper "). WI`I NESSETH: WHEREAS, the Authority was created pursuant to the Act and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Columbia Heights ( "City "); and WHEREAS, the City and the Authority (as successor to the Housing and Redevelopment Authority in and for the City of Columbia Heights) have undertaken a program to promote redevelopment of land which that is characterized by blight and blighting factors within the City pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act "); and WHEREAS, pursuant to the Act and the HRA Act, the Authority is authorized to acquire real property, or interests therein, and to undertake certain activities to facilitate the redevelopment of real property by private enterprise; and WHEREAS, the Authority and Redeveloper have previously entered into a Preliminary Development Agreement dated as of October 23, 2007 regarding proposed redevelopment of the property described in Exhibit A hereto, designated as the Redevelopment Property; and WHEREAS, the Citv tic- /�t17cit ar.�cf t(��Icic�l� entered i�ito that cer Contract for Private Redev elobn t dated as of J tuae 24. 2.008, — as amended by a First Amendment thereto dated Aaril 2$ 2009 and as amended by a Second Amendment thereto dated as of Mav 25 2010 (thc "Conti °aet'�rovidina for the redevelot�ment of certain nropeity desc ribe d as tl�� lZ�dc e l�p��� �3t lr�>1�c rty i� the Contra — WHEREAS. this Agreement is intended to supersede and replace the Preliminary Agreement i*-a[ a and the Contract as amended and WHEREAS, the Authority and the City believe that the redevelopment of the Redevelopment Property pursuant to this Agreement, and fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 327813v68 MTN C1,205 -44 2 ARTICLE 1 Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means the Economic Development Authority Act, Minnesota Statutes, Sections 469.090 to 469.108, as amended. "Affiliate" means with respect to entity (a) any corporation, partnership, limited liability company or other business entity or person controlling, controlled by or under common control with the entity, and (b) any successor to such party by merger, acquisition, reorganization or similar transaction involving all or substantially all of the assets of such party (or such Affiliate). For the purpose hereof the words "controlling ", "controlled by" and "under common control with" shall mean, with respect to any corporation, partnership, limited liability company or other business entity, the ownership of fifty percent or more of the voting interests in such entity or possession, directly or indirectly, of the power to direct or cause the direction of management policies of such entity, whether through ownership of voting securities or by contract or otherwise. "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Columbia Heights Economic Development Authority, or any successor or assign. "Authority Representative" means the Executive Director of the Authority, or any person designated by the Executive Director to act as the Authority Representative for the purposes of this Agreement. "Business Day" means any day except a Saturday, Sunday, legal holiday, a day on which the City is closed for business, or a day on which banking institutions in the City are authorized by law or executive order to close. "Business Subsidy Act" means Minnesota Statues, Sections 116J.993 to 116J.995, as amended. "Certificate of Completion" means the certification provided to the Redeveloper, or the purchaser of any part, parcel or unit of the Redevelopment Property, pursuant to Section 4.4 of this Agreement. "City" means the City of Columbia Heights, Minnesota. 327813v68 M I N C1205 -44 3 "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following for each building: (1) site plan; (2) foundation plan; (3) basement plans; (4) floor plan for each floor; (5) cross sections of each (length and width); (6) elevations (all sides); (7) landscape plan; and (8) such other plans or supplements to the foregoing plans as the Authority may reasonably request to allow it to ascertain the nature and quality of the proposed construction work. "County" means the County of Anoka, Minnesota. "Event of Default" means an action by the Redeveloper listed in Article IX of this Agreement. "Holder" means the owner of a Mortgage. "Loan" means the interest -free loan from the Authority to the Developer for the purchase of 3710 Central Avenue as described in Section 3.2. "Minimum Improvements" means the construction of a building containing at least 9-,000 square feet of commercial redevelopment and related improvements. "Mortgage" means any mortgage made by the Redeveloper, which is secured, in whole or in part, with the Redevelopment Property and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. b rs c��� -s-z �m r�i4y - -1 �eif3pj- .rv-c" c��tai3 E betw -etas+ t1� 11 ...- II I tl� a 1��? 1 �1 clzatetl zt� t }1 tt�l��kt ?3- 2f1(f7- "Public Redevelopment Costs" has the meaning provided in Section 3.7 hereof. "Redeveloper" means 37" and Central LLC or its permitted successors and assigns. "Redevelopment Property" means the property so described on Exhibit A. "State" means the State of Minnesota. "Tax Official" means any County assessor; County auditor; County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Termination Date" means the date the Authority issues the Certificate of Completion. "Transfer" has the meaning set forth in Section 8.2(a) hereof. 327813v6S M7TN CL205 -44 4 " Unavo id able . A Unavoluable '"clays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of war, significant weather conditions such as floods, tornadoes, or the like, terrorism, strikes, other labor troubles, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority in exercising its rights under this Agreement) which directly result in delays. 327813voa M'FN CL205-44 ARTICLE 11 Representations and Warranties Section 2.1. Representations by the Authority and the City The Authority and City make the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The City is a municipal corporation duly organized and existing under the laws of the State. The City has the power to enter into this Agreement and carry out its obligations hereunder. (c) The activities of the Authority and City are undertaken to foster the redevelopment of certain real property which for a variety of reasons is presently underutilized, to eliminate current blighting factors and prevent the emergence of further blight at a critical location in the City, to create increased tax base in the City, to stimulate further development in the City as a whole. Section 2.2. Representations and Warranties by the Redeveloper The Redeveloper represents and warrants that: (a) The Redeveloper is a limited liability company organized and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its article of organization or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its members. (b) Upon acquisition of the Redevelopment Property, the Redeveloper will construct, operate and maintain the Minimum Improvements in accordance with the terms of this Agreement and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (c) The Redeveloper has received no notice or communication from any local, state or federal official that the activities of the Redeveloper or the Authority may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Redeveloper is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (d) The Redeveloper will construct the Minimum Improvements in accordance with all local, state or federal energy- conservation laws or regulations. 327813v68 MTN CI-205 -44 6 I ue n,edeveioper will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (f) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of. the terms, conditions or provisions of any corporate restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (g) The Redeveloper shall promptly advise City in writing of all litigation or claims affecting any part of the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Minimum Improvements or materially affecting Redeveloper or its business which may delay or require changes in construction of the Minimum Improvements. (h) The proposed redevelopment by the Redeveloper hereunder would not occur but for the public assistance in the form of a land value write -down and site preparation grants being provided by the Authority hereunder. 327813v68 MIN C1205 -44 7 An II LIE III Property Conditions, Acquisition, Conveyance and Financing Section 31. Condition, Acquisition and Conveyance of the City Parcels; the Redevelopment Property (a) As of the date of this Agreement, the City owns three (3) parcels of land comprising a part of the Redevelopment Property (the "City Parcels "). The City will convey the City Parcels by quit claim deed to the Authority for later conveyance to the Redeveloper. The Redeveloper owns the two (2) remaining parcels on the Redevelopment Property (the "Redeveloper Parcels "). The Authority believes that the building located on the Redeveloper Parcels is functionally obsolete, and the City Parcels are vacant. The Redeveloper will incur significant costs to address these substandard conditions in order to redevelop the property. In order to assist the Redeveloper in making development of the Minimum Improvements economically feasible, the Authority will convey title to and possession of the City Parcels to the Redeveloper at a reduced cost, and provide grant fiords to address conditions on the Redevelopment Property subject to the conditions of this Agreement. (b) The Authority and City obligate themselves to undertake and complete by Closing the following actions: (i) Upon receipt from the City, convey 3710, 3718 and 3722 Central Avenue to the Redeveloper, as provided hereafter, (ii) Complete any remaining activities for the application to the County for up to $75,000 in community development block grant (CDBG) funds to be provided to the Redeveloper as provided hereafter. (c) The Redeveloper obligates itself to undertake and complete by Closing the following actions: (i) Acquire 3700 and 3706 Central Avenue at its sole cost and expense. Section 3.2. Conditions of Conveyance• Purchase Price (a) The Authority shall convey title to and possession of the City Parcels to the Redeveloper by a quit claim deed in the form contained in Exhibit B. The Authority's obligation to convey the City Parcels to the Redeveloper is subject to satisfaction of the following terms and conditions: (i) the Redeveloper having submitted and the Authority having approved evidence of financing as required under Article VII; (ii) the Redeveloper having submitted and the Authority having approved Construction Plans for the Minimum Improvements as required by Article IV; (iii) the Redeveloper having reviewed and approved title to the City Parcels as set forth in Section 3.4; 3278130.8 MTN C1,205 -44 8 I kiv) the Redeveloper not being in default under this Agreement; (v) the City having approved and granted all Redeveloper required land use and plat approvals (the "Land Use Approvals "). (vi) the Redeveloper paying the purchase price for the City Parcels as provided in subsection 3.2. (c). (vii) the Redeveloper having executed the Loan Agreement (the "Loan ") substantially in the form shown at Schedule D for the loan of funds from the Authority relating to Redeveloper's purchase of 3710 Central Avenue. The Loan shall be for a period not to exceed tenfour (4-04) years, or the period ending with the sale or refinancing of any portion of the Minimum Improvements and /or Redevelopment Property, which ever is earlier. (b) The closing on conveyance of the City Parcels within the Redevelopment Property from the Authority to the Redeveloper shall occur on or before July 31, 2008 (the "Closing "), or such other date as the Authority and Redeveloper agree in writing. (c) The purchase price of the City Parcels shall be as follows: Purchase Price Fair Market Value 3710 Central - $43,600 $78,600 3718 Central- $1.00 $49.100 3 722 Central- $1.00 $49,100 The respective purchase prices represent a write -down of the their fair market value in recognition of the Redeveloper's costs of assembly of the Redevelopment Property and Public Redevelopment Costs as described in Section 3.7. Section 3.3. Place of Document Execution Delivery and Recording (a) Unless otherwise mutually agreed by the Authority and the Redeveloper, the execution and delivery of all deeds, documents and the payment of any purchase price shall be made at the offices of the Authority. (b) The Deeds shall be in recordable form and shall be promptly recorded in the proper office for the recordation of deeds and other instruments pertaining to the Authority Parcel. At closing, the Redeveloper shall pay: all recording costs, excluding state deed tax, in connection with the conveyance of the City Parcels; costs of recording any instruments used to clear title encumbrances and title insurance commitment; one -half of any title company closing fees, the cost of a title insurance policy or policies for the City Parcels; any costs relating to title and closing on the Redeveloper Parcels. The Authority shall pay any outstanding levied or pending special assessments levied against the City Parcels or other charges for public improvements however characterized installed or authorized prior to Closing. The parties agree and understand that the City Parcels are exempt from real property taxes payable in 2008. 327313v68 MIN CI-205-44 9 A - -0 �1 I , P " • I I A-Sol T-- Amen Arac LUC-SM—Le Of till —g-A.-m—ded and ikestatedcoi anccs --PrivatQ-Qe—vW=rfent. all cony described in Section 3.2 have been Section 3.4. Title. (a) Redeveloper shall at its cost and expense obtain a commitment for the issuance of a policy or policies of title insurance for the City Parcels and deliver the same to the Authority. The Redeveloper shall review the state of title to the City Parcels and provide the Authority with a list of written objections to such title. The Authority shall proceed in good faith and with all due diligence to attempt to cure the objections made by the Redeveloper. In the event the Redeveloper shall have provided the Authority with a list of written objections, within ten (10) days after the date that all such objections have been cured to the reasonable satisfaction of the Redeveloper, the Authority and Redeveloper shall proceed with the conveyance of the City Parcels pursuant to Sections 3.1, 3.2 and 3.3 of this Agreement. In the event that the Authority has failed to cure objections within sixty (60) days after its receipt of the Redeveloper's list of such objections, either the Redeveloper or the Authority may by the giving of written notice to the other, terminate this Agreement, upon the receipt of which this Agreement shall be null and void and neither party shall have any liability hereunder. The Authority shall have no obligation to take any action to clear defects in the title to the City Parcels, other than the good faith efforts described above. (b) The Authority shall take no actions to encumber title to the City Parcels between the date of this Agreement and the time which the Deed is delivered to the Redeveloper. Section 3.5. Soil Conditions: 0 " ther Representations. (a) The Redeveloper acknowledges that the Authority and City make no representations or warranties as to the condition of the soils on the City Parcels or the Redeveloper Parcels, or the fitness for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such property. The Redeveloper acquires the City Parcels "as is." Neither the City nor the Authority has any obligation to acquire the Redeveloper Parcels. (b) Any time and from time to time prior to the date of closing, Redeveloper, and person or persons selected by Redeveloper shall be permitted access to the City Parcels for the purpose of conducting such studies and investigations of the City Parcels as Redeveloper deems appropriate, which studies and investigations shall be conducted at Redeveloper's sole expense and pursuant to any other terms and conditions of this Agreement. Redeveloper agrees to indemnify the Authority against any liability, cost or expense incurred by the Authority as a result of Redeveloper's actions, including but not limited to fines, court costs, reasonable attorneys' fees and remedial costs. Such studies may include without limitation, physically inspecting the City Parcels and reviewing the Authority's records concerning the City Parcels which records shall be made reasonably available to Redeveloper. (c) The Authority discloses that there is not an individual sewage treatment system on or serving the City Parcels. (d) The Authority does not know of any wells on the City Parcels, and will so certify in the deeds conveying the City Parcels to the Redeveloper. 327813vhS MTN CL205-44 10 'J"'Llull -Y.v. 1-Alvironniental Conditions. (a) The Redeveloper turther acknowledges that the assistance provided to the Redeveloper under this Agreement neither implies any responsibility by the Authority or the City for any contamination of the City Parcels or Redeveloper Parcels, nor imposes any obligation on such parties to participate in any cleanup of such property, if required, by state or federal agencies. The Authority has provided all environmental reports (the "Environmental Reports") in its possession concerning the City Parcels to the Redeveloper, if any, and represents that that it knows of no other environmental conditions relating to the City Parcels, except as disclosed in the Environmental Reports. (b) Without limiting its obligations under Article VIII of this Agreement the Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officers, and employees (collectively, the "Indemnitees"), from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the City Parcels, or the Redeveloper Parcels, unless and to the extent that such hazardous wastes or pollutants are present as a result of the actions or omissions of the Indemnitees. Nothing in this section will be construed to limit or affect any limitations on liability of the City or Authority under State or federal law, including without limitation Minnesota Statutes Sections 466.04 and 604.02. Section 3.7. Public Redevelopment Costs; Grants; Disbursement. (a) The Redeveloper shall acquire all parcels comprising the Redevelopment Property, demolish all existing buildings on the Redevelopment Property and undertake all soil corrections, utility relocation, and grading and excavation needed to construct the Minimum Improvements (such activities are collectively referred to as the "Public Redevelopment Costs"), consistent with applicable State and Federal requirements, and deliver proof of approval of compliance with such requirements. The term Public Redevelopment Costs also includes Authority costs paid by the Redeveloper under Section 3.9 hereof, and relocation costs, if any, paid by Redeveloper under Section 3.11 hereof. (b) In order to assist the Redeveloper with acquisition of the Redevelopment Property and construction of the Minimum Improvements, the Authority will provide the following assistance: (i) $100,000 from the Anoka County Economic Development Authority levy for land acquisition costs; (ii) $75,000 from a grant of community development block grant (CDBG) funds from Anoka County (Grantor Agency) for land acquisition costs; (iii) $30,000 from CDBG funds for demolition activities on the Redevelopment Property; (iv) in land value write - downs:. (vi),-21, ­-SW4-m._ 543 Loa interest wf 4 t — dow* 4 ) r 4 ie­1 ,- o - a . free. effi ef as Q11.4i j. 4 — Le-2-208. -0— 32781308 MTN CL205-44 I I T" 11. ' f 4 ' i d s disclosed in order g crxecx �.iv i viui grant an -' iIl - KniQ assist 1S #4� ;99 �� J�} $�_ n in order to determ com H ance with the Bus Subs Act as s tated in Section 3.7. - -= - -- (c) The Authority will pay, reimburse or provide in -kind assistance to the Redeveloper for Public Redevelopment Costs, from and to the extent of the proceeds from the Grantor Agency, the Authority and the City. Notwithstanding anything to the contrary herein, if Public Redevelopment Costs exceed the amount to be reimbursed under this Section, such excess costs shall be the sole responsibility of the Redeveloper. (d) Upon request of Redeveloper from time to time, the Authority will disburse to or on behalf of the Redeveloper, from the grant and cash sources described in Section 3.7(b), up to $205,000, the maximum amount of the cash assistance from the grants from the County and Authority, and provide the in -kind contribution for the turn lane and the land acquisition and interest write- downs, for payment of the Public Redevelopment Costs, subject to the condition precedent that on the date of such disbursement: (i) No Event of Default under this Agreement or event which would constitute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse, shall have occurred and be continuing; (ii) The Authority has received a written statement from the Redeveloper's authorized representative certifying with respect to each payment: (A) that none of the items for which the payment is proposed to be made has formed the basis for any payment theretofore made under this section; (B) that each item for which the payment is proposed is an item of Public Redevelopment Costs and (C) the Redeveloper reasonably anticipates completion of the Minimum Improvements in accordance with the terms of this Agreement. (iii) Redeveloper has acquired fee title to the City Parcels, or has received a right of access to the City Parcels from the Authority to accomplish an item of Public Redevelopment Costs. (iv) Redeveloper has submitted, and the Authority has approved, Construction Plans for the Minimum Improvements in accordance with Article IV hereof, and financing commitment in accordance with Article VII hereof. (e) Whenever the Redeveloper desires a disbursement to be made hereunder, which shall be no more often than monthly, the Redeveloper shall submit to the Authority a letter duly executed on behalf of the Redeveloper accompanied by paid invoices or other comparable evidence that the cost has been incurred and invoices paid by Redeveloper. Each request shall constitute a representation and warranty by the Redeveloper that all representations and warranties set forth in this Agreement are true and correct as of the date of such draw request. (f) If the Redeveloper has performed all of its agreements and complied with all requirements theretofore to be performed or complied with hereunder, including satisfaction of all applicable conditions precedent contained in Article III hereof, and upon receipt of requested funds, the Authority shall make a disbursement to the Redeveloper in the amount of the requested disbursement. Each disbursement shall be paid as follows: Within thirty (30) business 327813v48 MTN CL205 -44 12 uu V1 ieceiyL U1 a req�iest ior` disbursement, the Authority shall disburse the approved amount of the requested disbursement to the Redeveloper. (g) The making of the final disbursement by the Authority under this Section shall be subject to the condition precedent that the Redeveloper shall be in compliance with all conditions set forth in this Section, and further, that the Authority shall have received a lien waiver from each contractor for all work done and for all materials furnished by it for the Public Redevelopment Costs. (h) The Authority may, in its sole discretion, without notice to or consent from any other party, waive any or all conditions for disbursement set forth in this Article. However, the making of any disbursement prior to fulfillment of any condition therefor shall not be construed as a waiver of such condition, and the Authority shall have the right to require fulfillment of any and all such conditions prior to authorizing any subsequent disbursement. (i) Notwithstanding anything to the contrary in this Agreement, if Redeveloper should default by failing to complete the Minimum Improvements by the dates specified in Section 4.3(a), the Redeveloper shall promptly repay to the Authority the amount disbursed to Redeveloper under clauses (d) -(g). Section 3.8. No Business Subsidy The parties understand that the Authority is transferring the City Parcels to the Redeveloper by means of a write -down of the fair- market value of the City Parcels from $ 176,800 to $43,602, a total write -down of $133,198. The Authority in addition will provide $100,000 from the Anoka County Economic Development Authority levy, and $75,000 from a CDBG Grant to the Authority, to the Redeveloper for acquisition and Public Redevelopment Costs related to the Redevelopment Property. The Authority in addition will provide a grant, in an amount not to exceed $30,000 for demolition activities on the Redevelopment Property. Theit -lit wi fm ae the ct }t 100 0 ;4io -tom ii 1 )f , ' will al so rovide . an interest free Lcl oan_m the mcipal - — -_ a moui�f X43.600 for acquisition costs relating to 3710 Central Avenue rpre�rts�rar�tr��,3 amount i the L oanl. which is a loan at a rate below those commercially availabl to the Developer_ — _ with an ef fecti ve chi of the Lo o f .Lun 2 2008. Theseiants._.the Lo and land -- — f f -- - - write -downs — total 381 The amount of the r k si lyaw sistance of $3 9 381,79$ does not constitute a business subsidy because the Redeveloper's investment in site acquisition and preparation is at least $701,602, which is 70 percent or more of the assessor's current year's estimated market value of $572,800 for the Redevelopment Property. Therefore, no business subsidy is being provided to the Redeveloper pursuant to Minnesota Statutes, Section 116J.993 to I I6J.995, as amended. Section 3.9. Payment of Administrative Costs The Redeveloper is responsible for the Authority's "Administrative Costs," which means out -of- pocket costs incurred by the Authority attributable to or incurred in connection with the negotiation and preparation of this Agreement, the Preliminary Development Agreement, and other documents and agreements in connection with the City Parcels. In order to secure partial payment of the Administrative Costs, the Redeveloper delivered to the Authority $3,000 upon execution of the Preliminary Development 32781308 MIN CL205 -44 13 <������.�����. ��1� Authority will utilize such runds to pay or reimburse itself for Administrative Costs. If at any one or more times during the term of this Agreement, the Authority determines that Administrative Costs will exceed $3,000 and that additional security is required, the Authority shall notify the Redeveloper of the amount of such additional security. Within ten calendar days of receipt of such notice, the Redeveloper shall deliver to the Authority the required additional security. Failure of the Redeveloper to deliver the requested additional security will result in the Authority suspending its obligations under this Agreement until the security is provided. Section 3.10. Records The Authority or its representatives shall have the right at all reasonable times after reasonable notice to inspect, examine and copy all books and records of Redeveloper relating to the Minimum Improvements. Section 3.11. Relocation (a) The Redeveloper shall be responsible for the relocation of all tenants of the Redevelopment Property, if any, including the provision of any relocation benefits and payments. The Redeveloper shall consult with a relocation consultant, approved by the Authority, regarding the relocation benefits and payments to be provided to them in exchange for their relocation from the Redevelopment Property. Such amounts are reimbursable as Public Redevelopment Costs under this Agreement, limited to those costs approved by the relocation consultant. (b) The Redeveloper shall provide to the Authority written agreements, in a form approved by the Authority, from each owner and occupant of the Redevelopment Property, under which such owners and occupants agree to be relocated from the Redevelopment Property on terms contained in the agreements. In addition, the Redeveloper shall furnish to the Authority a written certification from its attorney that waivers of relocation benefits contained in such agreements were explained to each owner and occupant in accordance with the terms of the agreement. (c) Without limiting the Redeveloper's obligations under Section 8.3 hereof, the Redeveloper will indemnify, defend and hold harmless the Authority, the City, and their governing body members, employees, agents and contractors from any and all claims for benefits or payments arising out of the relocation or displacement of any person from the Redevelopment Property as a result of the implementation of this Agreement. 3278 ] 3v6 8 MTN CL205 -44 14 ARTICLE IV Construction of Minimum Improvements and Public Improvements Section 4.1. Construction of Minimum Improvements (a) The Redeveloper agrees that, upon acquisition of the parcels comprising the Redevelopment Property, it will construct or cause construction of the Minimum Improvements on the Redevelopment Property, in substantial compliance with approved Construction Plans and at all times while Redeveloper owns the Redevelopment Property, all as determined by the City Engineer in his reasonable discretion, will operate and maintain, preserve and keep the respective components of the Minimum Improvements or cause such components be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. (b) All plans and specifications shall in addition comply with all conditions imposed on Redeveloper by the City or its Planning Commission in approving the requested zoning approvals, including the requirement that all parcels comprising the Redevelopment Property be platted into one parcel with its legal description (the "Land Use Approvals ") for the Redevelopment Property. Section 4.2. Construction Plans. (a) Before commencement of construction of the Minimum Improvements, the Redeveloper shall submit to the Authority Construction Plans. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with this Agreement and all applicable State and local laws and regulations. The Authority Representative will approve the Construction Plans in writing i£ (i) the Construction Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the Redeveloper from all sources (including Redeveloper's equity) for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. Approval may be based upon a review by the City's Engineer and Building Official of the Construction Plans. No approval by the Authority Representative shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement or of the Redevelopment Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority Representative shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Redeveloper in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority Representative, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within 15 days after the date of their receipt by the Authority. If the Authority Representative rejects any Construction Plans in whole or in part, the Redeveloper shall submit new or corrected. Construction Plans within 15 days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Authority. The Authority 32781308 MTN CL205 -44 15 L\%, Y l%,3k,nLa«vc b appl()va1 snail not ne unreasonably withheld, delayed or conditioned. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements to be constructed in accordance with said plans) comply to the Authority's satisfaction with the provisions of this Agreement relating thereto. (b) If the Redeveloper desires to make any material change in the Construction Plans after their approval by the Authority, the Redeveloper shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within 15 days after receipt of the notice of such change. The Authority's approval of any such change in the Construction Plans will not be unreasonably withheld. Section 4.3. Completion of Construction (a) Subject to Unavoidable Delays, the Redeveloper must commence construction of the Minimum Improvements by " June 1 2 , 2012_ and must substantially complete construction of the Minimum Improvements by January 1, 2-E A,20I 3. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in substantial conformity with the Construction Plans as submitted by the Redeveloper and approved by the Authority and the City. If the Redeveloper is making substantial progress with respect to the redevelopment project, and is unable to meet one or more of the above - referenced deadlines, the Authority and the Redeveloper shall negotiate in good faith for a reasonable period to extend the time in which necessary action(s) must be taken or occur, the lapse of which time would otherwise constitute a default under this Agreement. (b) The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the redevelopment of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed subject to Unavoidable Delay within the period specified in this Section 43 of this Agreement. Subsequent to conveyance of the City Parcels, or any part thereof, to the Redeveloper, and until construction of the Minimum Improvements has been completed, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Authority, as to the actual progress of the Redeveloper with respect to such construction. Section 4.4. Credits The Redeveloper shall receive four (42) SAC credits. Redeveloper shall be responsible for all other charges and fees imposed by the City. Section 4.5. Certificate of Completion (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvements (including the dates 327813v68 MTN CL205 -44 16 for co�=�plctior� thereo j, trle Authority will furnish the relevant Redeveloper with a Certificate of Completion in substantially the form attached as Schedule C. Such certification by the Authority shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in the Deed with respect to the obligations of the Redeveloper, and its successors and assigns, to construct the relevant component of the Minimum Improvements and the dates for the completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) The Certificate of Completion provided for in this Section 4.4 of this Agreement shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the Authority shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to obtain such certification. (c) The construction of the Minimum Improvements shall be deemed to be substantially completed when the Redeveloper has received a certificate of occupancy from the City, and all site improvements have been substantially completed as reasonably determined by the Authority Representative. 3278130B MTN C1,205 -44 17 ARTICLE V Insurance Section 5.1. Insurance. (a) The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following: (i) Builder's risk insurance, written on the so- called `Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100 %) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in non - reporting form on the so- called "all risk" form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content satisfactory to the Authority; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $- 1-00"00 1,500,000 for each occurrence (to accomplish the above - required limits, an umbrella excess liability policy may be used); (iii) Automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle of not less than $44)004,400 and - (iv) Workers' compensation insurance, with statutory coverage. (b) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Redeveloper which are authorized under the laws of the State to assume the risks covered thereby, and shall name the Authority, the City and any Mortgagee as an additional named insured thereunder. Upon request, the Redeveloper will deposit annually with the Authority policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. 3278130_ MTN CL205 -44 18 (c) Hic Redeveloper agrees to notify the Authority immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Redeveloper will apply the net proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the costs thereof The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum Improvements, whether or not the net proceeds of insurance received by the Redeveloper for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction and restoration shall be the property of the Redeveloper. (d) The Redeveloper and the Authority agree that all of the insurance provisions set forth in this Article V shall terminate upon the termination of this Agreement, the issuance by the City of a Certificate of Completion for the Minimum Improvements. Section 5.2. Subordination Notwithstanding anything to the contrary contained in this Article V, the rights of the Authority with respect to the receipt and application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of any lender under a Mortgage approved pursuant to Article VII of this Agreement. Section 5.3. Qualifications Notwithstanding anything herein to the contrary, the parties acknowledge and agree that: (a) Upon transfer of the City Parcels or portion thereof to another person or entity, the Redeveloper will remain obligated under Section 5.1 hereof relating to such portion transferred, unless the Redeveloper is released from such obligations in accordance with the terms and conditions of Section 8.2(b), (c), or 8.3 hereof. 3278 ] 3v€ 8 Mi'N CL205 -44 19 ARTICLE VI Taxes Section 6.1. Right to Collect Delinquent Taxes The Redeveloper acknowledges that the Authority is providing substantial aid and assistance in furtherance of the redevelopment described in this Agreement, in part through payment of the Public Redevelopment Costs. The Redeveloper understands that the real estate taxes on the Minimum Improvements must be promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right prior to the issuance of a Certificate of Completion on behalf of the Authority to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Review of Taxes. The Redeveloper agrees that prior to the issuance of the Certificate of Completion, it will not cause a reduction in the real property taxes paid in respect of the Redevelopment Property through: (A) willful destruction of the Redevelopment Property or any part thereof, or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this Agreement. The Redeveloper also agrees that it will not, prior to the issuance of the Certificate of Completion, apply for a deferral of property tax on the Redevelopment Property pursuant to any law, or transfer or permit transfer of the Redevelopment Property to any entity whose ownership or operation of the property would result in the Redevelopment Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City or Authority in accordance with this Agreement). 32781305. MTN CL205 -44 20 ARTICLE VII Financing Section 7.1. Mortgage Financing (a) Before the Redeveloper's Closing Date, the Redeveloper shall submit to the City evidence of one or more commitments for financing which, together with committed equity for such construction, is sufficient for payment of the Construction Costs for the Minimum Improvements. Such commitments may be submitted as short -term financing, long -term mortgage financing, a bridge loan with a long -term take -out financing commitment, or any combination of the foregoing. (b) If the financing is sufficiently committed and adequate in amount to pay the costs specified in paragraph (a) then the Authority staff shall notify the Redeveloper in writing of its approval. Such approval shall not be unreasonably withheld and either approval or rejection shall be given within ten (10) days from the date when the Authority is provided the evidence of financing. A failure by the Authority staff to respond to such evidence of financing shall be deemed to constitute an approval hereunder. If the Authority staff rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Redeveloper shall submit adequate evidence of financing within ten (10) days after such rejection. (c) In the event that there occurs a default under any Mortgage authorized pursuant to Section 7.1 of this Agreement, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. In the event there is an event of default under this Agreement, the Authority will transmit to the Holder of any Mortgage a copy of any notice of default given by the Authority pursuant to Article IX of this Agreement. (d) In order to facilitate the securing of other financing, the Authority agrees to subordinate its rights under this Agreement provided that such subordination shall be subject to such reasonable terms and conditions as the Authority and Holder mutually agree in writing. Notwithstanding anything to the contrary herein, any subordination agreement must include the provision described in Section 10.3. 3278 ] 30S MTN CL205 -44 1 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment Property and not for speculation in land holding. Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of Agreement. The Redeveloper represents and agrees that until issuance of the Certificate of Completion for the Minimum Improvements: (a) Except as specifically described in this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a "Transfer "), without the prior written approval of the Authority's board of commissioners. The term "Transfer" does not include (i) encumbrances made or granted by way of security for, and only for, the purpose of obtaining construction, interim or permanent financing necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property or to construct the Minimum Improvements, (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of business related to operation of the Minimum Improvements, (iii) any sale, conveyance, or transfer in any form to any Affiliate, or (iv) any change in ownership of the Redeveloper so long as the identity of the parties in control of Redeveloper do not change. Any such transfer shall be subject to the provisions of this Agreement. (b) If the Redeveloper seeks to effect a Transfer prior to issuance of the Certificate of Completion, the Authority shall be entitled to require as conditions to such Transfer that: (i) any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred; and (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable in the public land records of Anoka County, Minnesota, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Redeveloper under this Agreement as to the portion of the Redevelopment Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not 327813v€r MTN CL205 -44 22 (uiuess and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Redevelopment Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Redevelopment Property that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the Redevelopment Property, from any of its obligations with respect thereto; and (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority. (c) If the conditions described in paragraph (b) are satisfied then the Transfer will be approved and the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance with the terms of this Article. (d) Upon issuance of the Certificate of Completion, the Redeveloper may transfer or assign the Minimum Improvements and /or the Redeveloper's rights and obligations under this Agreement with respect to such property without the prior written consent of the Authority. Section 8.3. Release and hldemnification Covenants (a) The Redeveloper releases from and covenants and agrees that the Authority and the City and the governing body members, officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify and hold harmless the Authority and the City and the governing body members, officers, agents, servants and employees thereof against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements or the Public Improvements, except for any such damages or injuries directly related to the gross negligence of the Authority or the City. (b) Except for any willful or negligent misrepresentation or any willful or wanton misconduct or negligence of the following named parties, the Redeveloper agrees to protect and defend the Authority and the City and the governing body members, officers, agents, servants and employees thereof (the "Indemnified Parties "), now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action or other proceeding 327813v€8 MTN CI-205 -44 23 wliatsoever b any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements and Public Improvements. (c) Except for any negligence of the Indemnified. Parties (as defined in clause (b) above), and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements or Public Improvements due to any act of negligence of any person. (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof. 32781308 MTN CL20544 24 ARTICLE 1X Events of Default Section 9.1. Events of Default Defined The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events, after the non - defaulting party provides 30 days written notice to the defaulting party of the event, but only if the event has not been cured within said 30 days or, if the event is by its nature incurable within 30 days, the defaulting party does not, within such 30 -day period, provide assurances reasonably satisfactory to the party providing notice of default that the event will be cured and will be cured as soon as reasonably possible: (a) Failure by the Redeveloper or the Authority to observe or perform any material covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement; (b) The Redeveloper: (i) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or under any similar federal or State law; (ii) makes an assignment for benefit of its creditors; (iii) admits in writing its inability to pay its debts generally as they become due; (iv) is adjudicated a bankrupt or insolvent; or (v) fails to pay or escrow for the Authority's Administrative Costs. Section 9.2. Remedies on Default Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non - defaulting party may exercise its rights under this Section 9.2 after providing thirty days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the Event of Default is by its nature incurable within thirty days, the defaulting party does not provide assurances reasonably satisfactory to the non - defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 327813v68 MTN CL205 -44 25 Section 93. Revesting Title in Authority - Upon Happening of Event Subsequent to Conveyance to Redeveloper In the event that subsequent to conveyance of the City Parcels to the Redeveloper and prior to receipt by the Redeveloper of the Certificate of Completion for the Minimum Improvements required to be constructed on that parcel: (a) the Redeveloper, subject to Unavoidable Delays, shall fail to begin construction of the Minimum Improvements in conformity with this Agreement and such failure to begin construction is not cured within 90 days after written notice from the Authority to the Redeveloper to do so; or (b) subject to Unavoidable Delays, the Redeveloper after commencement of the construction of the Minimum Improvements, fails to carry out its obligations with respect to the construction of such improvements (including the nature and the date for the completion thereof), or abandons or substantially suspends construction work, and any such failure, abandonment, or suspension shall not be cured, ended, or remedied within 90 days after written demand from the Authority to the Redeveloper to do so; or (c) the Redeveloper fails to pay real estate taxes or assessments on the parcel or any part thereof when due, or creates, suffers, assumes, or agrees to any encumbrance or lien on the parcel (except to the extent permitted by this Agreement), or shall suffer any levy or attachment to be made, or any material men's or mechanics' lien, or any other unauthorized encumbrance or lien to attach, and such taxes or assessments shall not have been paid, or the encumbrance or lien removed or discharged or provision satisfactory to the Authority made for such payment, removal, or discharge, within thirty (30) days after written demand by the Authority to do so; provided, that if the Redeveloper first notifies the Authority of its intention to do so, it may in good faith contest any mechanics' or other lien filed or established and in such event the Authority shall permit such mechanics' or other lien to remain undischarged and unsatisfied during the period of such contest and any appeal and during the course of such contest the Redeveloper shall keep the Authority informed respecting the status of such defense; or (d) there is, in violation of the Agreement, any transfer of the parcel or any part thereof, and such violation is not cured within sixty (60) days after written demand by the Authority to the Redeveloper, or if the event is by its nature not reasonably susceptible of being cured within 60 days, the Redeveloper does not, within such 60 -day period, provide assurances reasonably satisfactory to the Authority that the event will be cured as soon as reasonably possible; or (e) the Redeveloper fails to comply with any of its other covenants under this Agreement, related to the Minimum Improvements and fails to cure any such noncompliance or breach within thirty (30) days after written demand from the Authority to the Redeveloper to do so, or if the event is by its nature incurable within 30 days, the Redeveloper does not, within such 30 -day period, provide assurances reasonably satisfactory to the Authority that the event will be cured as soon as reasonably possible; or Then the Authority shall have the right to re -enter and take possession of the City Parcels and to terminate (and revest in the Authority) the estate conveyed by the Deed to the 32781308 M "! N CI-20544 26 r<eueveioper, it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the parcel to the Redeveloper shall be made upon, and that the Deed shall contain a condition subsequent to the effect that in the event of any default on the part of the Redeveloper described in this Section 9.3 and failure on the part of the Redeveloper to remedy, end, or abrogate such default within the period and in the manner stated in such Section, the Authority at its option may declare a termination in favor of the Authority of the title, and of all the rights and interests in and to the parcel conveyed to the Redeveloper, and that such title and all rights and interests of the Redeveloper, and any assigns or successors in interest to and in the parcel, shall revert to the Authority, but only if the events stated in Section 9.3(a) -(e) have not been cured within the time periods provided above. Section 9.4. Resale of Reacquired Property Disposition of Proceeds Upon the revesting in the Authority of title to and /or possession of the City Parcels or any part thereof as provided in Section 9.3, the Authority shall, pursuant to its responsibilities under law, use its best efforts to sell the Redevelopment Property or part thereof as soon and in such manner as the Authority shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan to a qualified and responsible party or parties (as determined by the Authority) who will assume the obligation of making or completing the Minimum Improvements or such other improvements in their stead as shall be satisfactory to the Authority in accordance with the uses specified for such Redevelopment Property or part thereof in the Redevelopment Plan. Upon resale of the parcel, the proceeds thereof shall be applied: (a) First, to reimburse the Authority for all costs and expenses incurred by them, including but not Iimited to salaries of personnel, in connection with the recapture, management, and resale of the parcel (but less any income derived by the Authority from the property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the parcel or part thereof (or, in the event the parcel is exempt from taxation or assessment or such charge during the period of ownership thereof by the Authority, an amount, if paid, equal to such taxes, assessments, or charges (as determined by the Authority assessing official) as would have been payable if the parcel were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the parcel or part thereof at the time of revesting of title thereto in the Authority or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Redeveloper, its successors or transferees; any expenditures made or obligations incurred with respect to the freaking or completion of the subject improvements or any part thereof on the parcel or part thereof, and any amounts otherwise owing the Authority by the Redeveloper and its successor or transferee; and (b) Second, to reimburse the Redeveloper, its successor or transferee, up to the amount equal to (1) the purchase price paid by Redeveloper under Section 3.2; plus (2) the amount actually invested by it in making any of the subject improvements on the parcel or part thereof. Any balance remaining after such reimbursements shall be retained by the Authority as its property. 32781305 MTN CL20544 27 11 � LIUII INU JN_r_jjjCU y Exclusive. No remedy herein conferred upon or reserved to the Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.6. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 9.7. Attorney Fees. Whenever any Event of Default occurs and if the Authority or Redeveloper shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Redeveloper or Authority under this Agreement, the non-prevailing party in any such action agrees that it shall, within 10 days of written demand by the prevailing party, pay to the prevailing party the reasonable fees of such attorneys and such other reasonable expenses so incurred. 327813vO8 MTN CI-205-44 28 ARTICLE 1X Additional Provisions Section 10.1. Conflict of Interest, or Authority Representatives Not Individually Liable The Authority and the Redeveloper, to the best of their respective knowledge, represent and agree that no member, official, or employee of the City or the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the City or the Authority shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Authority or City or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement. Section 10.2. Equal Employment Opportunity The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state and local equal employment and non - discrimination laws and regulations. Section 10.3. Restrictions on Use. The Redeveloper agrees that until the Termination Date, the Redeveloper, and such successors and assigns, shall devote the Redevelopment Property to, the operation of the Minimum Improvements for uses described in the definition of such term in this Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any improvements erected or to be erected thereon, or any part thereof: Section 10.4. Provisions Not Merged With Deed None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections Any titles of the several parts, Articles, and Sections of the Agreement are insertedd for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 522 Lomianki Lane, Minneapolis, MN, 55421, and 327813v€8 MTN CL20544 29 ku) in LIie case or the Authority, is addressed to or delivered personally to the Authority at 590 — 40 Avenue NE, Columbia Heights, Minnesota 55421, Attn: Executive Director; or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 10.7. Counterparts This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Recording The Authority may record this Agreement and any amendments thereto with the Anoka County recorder. The Redeveloper shall pay all costs for recording. Section 10.9. Amendment This Agreement may be amended only by written agreement approved by the Authority and the Redeveloper. Section 10.10. Authority or City Approvals Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative. Section 10.11. Termination This Agreement terminates on the date the City issues the Certificate of Completion, except that termination of the Agreement does not terminate, limit or affect the rights of any party that arises before the date the City issues the Certificate of Completion, or as otherwise provided herein. 32781308 WN C1,205 -44 30 1N `-1 T -Loo �JHEREOF, the Authority nas caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written. STATE OF MINNESOTA ) ss. COUNTY OF ANOKA ) COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director The foregoing instrument was acknowledged before me this day of 20W- 2011 by _ and , the President and Executive Director of the Columbia Heights Economic Development Authority, a public body politic and corporate, on behalf of the Authority. Notary Public 327813v68 MTN C1,205 -44 31 CITY OF COLUMBIA HEIGHTS By Its Mayor By Its City Manager STATE OF MINNESOTA ss. COUNTY OF ANOKA The foregoing instrument was acknowledged before me this day of 1 4208;201 1- by Gary Peterson and Walter R. Fehst, the Mayor and City Manager of the City of Columbia Heights, a Minnesota municipal corporation, on behalf of the City. Notary Public 327813v6a MIN CI-205-44 32 37TH AND CENTRAL LLC By Christopher Little Its STATE OF MINNESOTA ss. COUNTY OF The foregoing instrument was acknowledged before me this 2 0092011 by Christopher Little, the Central LLC, a Minnesota limited liability company, on behalf of the company. Notary Public — day of of 37th and 32781308 MI CL205-44 33 SCHEDULE A City Parcels Address 3710 Central 3718 Central 3722 Central Redeveloper Parcels Address 3700 Central 3706 Central PIN 35- 30 -24 -44 -0119 35- 30 -24 -44 -0118 35- 30 -24 -44 -0117 PIN 35- 30 -24 -44 -0121 35- 30 -24 -44 -0120 Former Use Beecroft building (demolished) Non - conforming single- family home (demolished) Non- conforming single- family home (demolished) Former Use Chutney restaurant Chutney parking lot Property Description COLUMBIA HEIGHTS ANNEX TO MINNEAPOLIS, ANOKA COUNTY, MINNESOTA LOT 16 BLK 87 COL HTS ANNEX COLUMBIA HEIGHTS ANNEX TO MINNEAPOLIS, ANOKA COUNTY, MINNESOTA LOT 15 BLK 87 COL HTS ANNEX COLUMBIA HEIGHTS ANNEX TO MINNEAPOLIS, ANOKA COUNTY, MINNESOTA LOT 14 BLK 87 COL HTS ANNEX Property Description THE S 50 FT OF LOT 18 BLK 87 COLUMBIA HEIGHTS ANNEX, SUBJ TO EASE OF REC LOT 17 BLK 87 COLUMBIA HEIGHTS ANNEX, TOG /W THAT PRT OF LOT 18 SD BLK LYG N OF S 50 FT THEREOF, SUBJ TO EASE OF REC 32781308 MIN CL205 -44 A -1 SCHEDULE B State Deed "Tax Due Hereon: $ QUIT CLAIM DEED THIS INDENTURE, between the Columbia Heights Economic Development Authority, a public body corporate and politic (the "Grantor "), and 37th and Central LLC, a Minnesota limited liability company (the "Grantee "). WITNESSETH, that Grantor, in consideration of the sum of $1.00 and other good and valuable consideration the receipt whereof is hereby acknowledged, does hereby grant, bargain, quitclaim and convey to the Grantee, its successors and assigns forever, all the tract or parcel of land lying and being in the County of Anoka and State of Minnesota described on `Exhibit A" attached hereto, to -wit (such tract or parcel of land is hereinafter referred to as the "Property "): To have and to hold the same, together with all the hereditaments and appurtenances thereunto belonging, subject to: See attached "Exhibit B" SECTION 1. It is understood and agreed that this Deed is subject to the covenants, conditions, restrictions and provisions of an agreement recorded herewith entered into between the Grantor and Grantee on the day of 2008, identified as "Contract for Private Redevelopment," as it may be amended (hereafter referred to as the "Agreement "), that the Grantee shall not convey this Property, or any part thereof, except as permitted by the Agreement until a certificate of completion releasing the Grantee from certain obligations of said Agreement as to this Property or such part thereof then to be conveyed, has been placed of record. This provision, however, shall in no way prevent the Grantee from mortgaging this Property in order to obtain funds for the purchase of the Property hereby conveyed or for erecting the Minimum Improvements thereon (as defined in the Agreement) in conformity with the Agreement, any applicable development program and applicable provisions of the zoning ordinance of the City of Columbia Heights, Minnesota, or for the refinancing of the same. 32781308 MTN CL20544 B -1 it is specifically agreed that the Grantee shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the Minimum Improvements thereon, as provided in the Agreement. Promptly after completion of the Minimum Improvements in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument so certifying. Such certification by the Grantor shall be (and it shall be so provided in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of the Grantee, and its successors and assigns, to construct the Minimum Improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Grantee to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the purchase of the Property hereby conveyed or the Minimum Improvements, or any part thereof. All certifications provided for herein shall be in such form as will enable them to be recorded with the County Recorder, or Registrar of Titles, Anoka County, Minnesota. If the Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, the Grantor shall, within thirty (30) days after written request by the Grantee, provide the Grantee with a written statement indicating in adequate detail in what respects the Grantee has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Grantor, for the Grantee to take or perform in order to obtain such certification. SECTION 2, The Grantee's rights and interest in the Property are subject to the terms and conditions of Section 9.3 of the Agreement relating to the Grantor's right to re -enter and revert in Grantor title to the Property under conditions specified therein, including but not limited to termination of such right upon issuance of a Certificate of Completion as defined in the Agreement. SECTION 3. The Grantee agrees for itself and its successors and assigns to or of the Property or any part thereof, hereinbefore described, that the Grantee and such successors and assigns shall comply with all provisions of the Agreement that relate to the Property or use thereof for the periods specified in the Agreement. It is intended and agreed that the above and foregoing agreements and covenants shall be covenants running with the land for the term of the Agreement, and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Deed, be binding, to the fullest extent permitted by law and equity for the benefit and in favor of, and enforceable by, the Grantor against the Grantee, its 32781308 MTN CL205 -44 B -2 successors and assigns, and every successor in interest to the Property, or any part thereof or any interest therein, and any party in possession or occupancy of the Property or any part thereof. In amplification, and not in restriction of, the provisions of the preceding section, it is intended and agreed that the Grantor shall be deemed a beneficiary of the agreements and covenants provided herein, both for and in its own right, and also for the purposes of protecting the interest of the community and the other parties, public or private, in whose favor or for whose benefit these agreements and covenants have been provided. Such agreements and covenants shall run in favor of the Grantor without regard to whether the Grantor has at any time been, remains, or is an owner of any land or interest therein to, or in favor of, which such agreements and covenants relate. The Grantor shall have the right, in the event of any breach of any such agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled; provided that Grantor shall not have any right to re -enter the Property or revest in the Grantor the estate conveyed by this Deed on grounds of Grantee's failure to comply with its obligations under this Section 3. SECTION 4. This Deed is also given subject to provision of the ordinances, building and zoning laws of the City of Columbia Heights, and state and federal laws and regulations in so far as they affect this real estate. Grantor certifies that it does not know of any wells on the Property. IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its behalf by its President and Executive Director and has caused its corporate seal to be hereunto affixed this day of , 2008. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director 327813v68 MIN CL20544 13-3 0 A -1 31H> L — OF MINNESOTA Ss COUNTY OF ANOKA The foregoing was acknowledged before me this _ day of _, 2008, by Don Murzyn, Jr. and Walter R. Fchst, the President and Executive Director, respectively, of the Columbia Heights Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the public body corporate and politic. Notary Public This instrument was drafted by: Kennedy & Graven, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, Minnesota 55402 Tax Statements should be sent to: 37th and Central LLC 552 Lomianki Lane Minneapolis, MN 55421 32781308 MTN C1,205-44 B-4 EXHIBIT A Legal description 32781309 MTN CL205-44 B-5 I 1. Real estate taxes and special assessments not yet due, if any, 2. Matters as shown on survey by 32781308 m , rN CL205-44 B-6 SCHEDULE C CERTIFICATE OF COMPLETION WHEREAS, the Columbia Heights Economic Development Authority, Columbia Heights, Minnesota, a public body, corporate and politic (the "Grantor "), by a Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for the County of Anoka and State of Minnesota, as Deed Document Number(s) and , respectively, has conveyed to , a Minnesota (the "Grantee "), the following described land in County of Anoka and State of Minnesota, to -wit: (the "Property ") and WHEREAS, said Deed contained certain covenants and restrictions set forth in Sections 1 and 2 of said Deed; and WHEREAS, said Grantee has performed said covenants and conditions with respect to the Property insofar as it is able in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all building construction and other physical improvements specified to be done and made by the Grantee on the Property have been completed and the above covenants and conditions in said Deed and the agreements and covenants in Article IX , Section 9.3 of the Agreement (as described in said Deed) with respect to the Property have been performed by the Grantee therein, and the County Recorder or the Registrar of Titles in and for the County of Anoka and State of Minnesota is hereby authorized to accept for recording and to record, the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions of Article IX, Section 9.3 of the Agreement with respect to the Property, Dated: , 20 . COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director 327813vbS MTN CL205 -44 C -1 STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of 20_, before me, a Notary Public within and for said County, personally appeared , to me personally known, who, being by me duly sworn, did say that (s)he is the President of the Authority named in the foregoing instrument; that the seal affixed to said instrument is the seal of said Authority; that said instrument was signed and sealed in behalf of said Authority by authority of its governing body; and said acknowledged said instrument to be the free act and deed of said Authority. Notary Public STATE OF MINNESOTA ) ss. COUNTY OF ANOKA ) On this — day of 20_, before me, a Notary Public within and for said County, personally appeared , to me personally known, who, being by me duly sworn, did say that (s)he is the Executive Director of the Authority named in the foregoing instrument; that the seal affixed to said instrument is the seal of said Authority; that said instrument was signed and sealed in behalf of said Authority by authorit of its overnin body; and said Authority. y g g acknowledged said instrument to be the free act and deed of said Notary Public 327813v6_a WN CI-205 -44 C-2 SCHEDULE D LOAN AGREEMENT Execution Copy THIS AGREEMENT is made as of this day of , 24"2011 by and between 37 And Central LLC, a Minnesota limited liability company (`Borrower ") and the Columbia Heights Economic Development Authority, a municipal corporation under the laws of the state of Minnesota ( "Lender "). RECITALS A. 37 And Central LLC, a limited liability company under the laws of the state of Minnesota ( "Developer ") has requested that the Columbia Heights Economic Development Authority ( "Authority ") enter into certain agreements, including but not limited to a- Amended and Restated Contract for Private Redevelopment with Developer dated as of , 2 -2 (the "Contract "), and that the Authority ( "Lender ") enter into certain agreements with 37 And Central LLC, a Minnesota limited liability company (`Borrower "), all with regard to the construction of a building containing at least A097 500 square feet of commercial redevelopment and related improvements (the "Minimum Improvements" and the "Project ") to be located on certain property in the City legally described on Exhibit A attached hereto (the "Property "). B. In order to provide additional financing for the Project and thereby improve and retain commercial development in the City, Lender agrees to loan to Borrower the sum of Forty three thousand six hundred and no /100ths Dollars ($43,600) from Lender funds for Borrower's purchase of 3710 Central Avenue, a portion of the Project. ACCORDINGLY, to induce Lender to make the Loan to Borrower, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Loan Amount Subject to and upon the terms and conditions of this Agreement, Lender agrees to loan to Borrower the sum of Forty three thousand six hundred and no /100ths Dollars ($43,600), at zero 1? er.._cent 0 %i nterest. or so much thereof as is disbursed to Borrower in accordance with this Agreement (the "Loan "). with an effective date as of June 24, 2008. The Loan shall be evidenced by a promissory note ( "Note ") payable by Borrower to Lender substantially in the form of Exhibit B attached to this Agreement, which shall be dated as of the date of this Agreement. Proceeds of the Loan shall be disbursed in accordance with Section 3 hereof. 2. Repayment of Loan The entire unpaid balance of the Loan shall be due and payable in full on the earlier of the following: (i) thirty (30) days after written notification by Lender to Borrower of the occurrence of an Event of Default as defined in Section 5 hereof and demand of payment according to Section 6; or (ii) on t1 #�rrt tlzy cai tae hrrr� {lcl t��tit1 32781308 MTN CL205 -44 D -I 1,� -_e r trtt� tt ttrttt t ttt tt ft} z3E1g 1 i}t ( }r before. June 1�LU12 or (in) on or before thirty (30) days after the sale or refinancing of any portion of the Property or the Minimum Improvements constructed thereon. 3. Disbursement of Loan Proceeds (a) On such date as requested by Borrower (the "Closing Date "), Loan proceeds shall be paid to Borrower or a trustee or escrow agent designated by Borrower. Borrower warrants that it shall use Loan proceeds only for purposes and activities related to the Project and permitted by the Loan. (b) The following events shall be conditions precedent to the payment of the Loan proceeds to Borrower on the Closing Date: (i) Borrower having executed and delivered to Lender prior to the Closing Date, without expense to Lender, executed copies of this Agreement and the Note; (ii) Borrower having provided evidence satisfactory to Lender that Borrower has established a separate accounting system for the Project, for the purpose of recording the receipt and expenditure of the Loan proceeds; (iii) Borrower having paid all attorney fees, costs, and expenses incurred by Lender in connection with this Agreement and the Note; (iv) Borrower having delivered to Lender prior to the Closing Date, the Contract, fully approved and executed by all parties thereto, and not being in default there under; and (v) Borrower having provided Lender with evidence satisfactory to Lender that Borrower has adequate funds to complete the Project. that: 4. Representations and Warranties Borrower represents and warrants to Lender (a) Borrower is a limited liability company duly organized and existing in good standing under the laws of the State of Minnesota. (b) Borrower is duly authorized and empowered to execute, deliver, and perform this Agreement and the Note, and to borrow money from Lender. (c) The execution and delivery of this Agreement, and the performance by Borrower of its obligations hereunder, do not and will not violate or conflict with any provision of law or the partnership agreement of Borrower and do not and will not violate or conflict with, or cause any default or event of default to occur under, any agreement binding upon Borrower. 327813v6S MTN CL205 -44 D -2 (d) The execution and delivery of this Agreement has been duly approved by all necessary action of Borrower, and this Agreement has in fact been duly executed and delivered by Borrower and constitutes its lawful and binding obligation, legally enforceable against it. (e) Borrower warrants that it shall keep and maintain books, records, and other documents relating directly to the receipt and disbursements of Loan proceeds and that any duly authorized representative of Lender shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records, and other documents of Borrower respecting the Loan until the completion of all closeout procedures and the final settlement and conclusion of all issues arising out of this Loan. (f) Borrower warrants that it has fully complied with all applicable state and federal laws pertaining to its business and will continue said compliance throughout the terms of this Agreement. If at any time Borrower receives notice of noncompliance from any governmental entity, Borrower agrees to take any necessary action to comply with the State or Federal law in question. (g) Borrower warrants that it will use the proceeds of the Loan made by Lender solely for the purposes described in Section 3 hereof. (h) Borrower warrants that it will comply with all federal, state, and local laws, rules, and regulations applicable to construction and operation of the Project, including but not limited to those pertaining to occupational health and safety, stormwater discharge, and nondiscrimination. (i) Borrower warrants that it will provide Lender with all documentation and materials necessary for Lender to comply with Lender's accounting, audit and report requirements under Section III of the Grant. 5. Event of Default by Borrower The following shall be Events of Default under this Agreement: (a) any breach or failure of Borrower to perform any term or condition of this Agreement or the Note or the Contract with respect to the Project under the Contract (as defined in Recital A hereof) and such failure continues for thirty (30) days after Lender has given written notice to Borrower specifying such default or breach unless Lender agrees in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lender will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Borrower within the applicable period and is being diligently pursued until the Default is corrected, but no such extension shall be given for a Default that can be cured by the payment of money; 32781308_ MTN CL205-44 D -3 .... - -- --,_ j -- rte_ i kLI) oil of wanauiy uiadc by Borrower herein or in any document, instrument, or certificate given in connection with this Agreement is false when made; or (c) Borrower is dissolved, liquidated, or wound up, or fails to maintain its existence as a going concern in good standing (excepting reorganizations, consolidations, and mergers into or with affiliates owned by, owning, or under common control of or with such entity or into the parent of such entity, provided the succeeding organization assumes and accepts such entity's obligations hereunder). 6. Lender's Remedies upon Borrower's Default Upon an Event of Default by Borrower and after receipt of written notice from Lender, Lender shall have the right to exercise any or all of the following remedies (and any other rights and remedies available to it): (a) declare the Loan to be immediately due and payable upon providing written notice to Borrower; (b) suspend its performance under this Loan Agreement; and (c) take any action provided for at law to enforce compliance by Borrower with the terms of this Loan Agreement or the Note. 7. Lender's Costs of Enforcement of Agreement Tf an Event of Default has occurred as provided herein, then upon demand by Lender, Borrower will pay or reimburse Lender for all expenses, including all fees and disbursements of legal counsel, incurred by Lender in connection with the enforcement of this Agreement, or in connection with the protection or enforcement of the interests of Lender in any litigation or bankruptcy or insolvency proceeding or in any action or proceeding relating in any way to the transactions contemplated by this Agreement. 8. Miscellaneous (a) Waiver The performance or observance of any promise or condition set forth in this Agreement may be waived only in writing. No delay in the exercise of any power, right or remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power, right or remedy. (b) Assignment This Agreement shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns. All rights and powers specifically conferred upon Lender may be transferred or delegated by Lender to any of its successors and assigns. Borrower's rights and obligations under this Agreement may be assigned only when such assignment is approved in writing by Lender. (c) Law Governing; Other Matters This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. Any disputes, 3278130,8 MIN CL205 -44 D-4 wi>uvversies, or claims arising out oI this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect, and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and warranties contained in this Agreement or in any other agreement between Borrower and Lender shall survive the execution, delivery and performance of this Agreement and the creation and payment of any indebtedness to Lender. Borrower waives notice of the acceptance of this Agreement by Lender. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. (d) Titles Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. (e) Counterparts This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument (f) Notice All notices required hereunder shall be given by depositing in the U.S. mail, postage prepaid, certified mail, return receipt requested, to the following addresses (or such other addresses as either party may notify the other): To Lender: The Authority 90 — 40 Avenue NE, Columbia Heights, MN 55421 Attn: Executive Director To Borrower: 37 "' And Central LLC 522 Lomianki Lane Minneapolis, MN, 55421 9. Indemnification Borrower shall and does hereby agree to indemnify against and to hold Lender, and its officers, agents, and employees, harmless of and from any and all liability, loss, or damage which Lender may or might incur by reason of or arising from any and all claims and demands whatsoever which may be asserted against it by reason of any alleged obligations or undertakings on Lender's part to perform or discharge any of the terms, covenants or agreements contained herein or pursuant to the Grant (except those obligations under the Grant that are within the sole control of Lender). Should Lender, or its officers, agents, or employees incur any such liability or be required to defend against any such claims or demands, or should a judgment be entered against Lender, the amount thereof, including costs, expenses, and attorneys fees, shall bear interest thereon at the rate then in effect on the Note, shall be added to the Loan, and Borrower shall reimburse Lender for the same immediately upon demand, and 3278130a MTN C1.205-44 D -5 upon the laiiuiC or Borrower so to uo, Lender may declare the Loan immediately clue and payable. Nothing in this Agreement shall be deemed to waive or limit any immunity from or limitation on liability to which Lender is entitled, under Minnesota Statutes, Chapter 466 or otherwise. 10. Assurnability Any person taking fee title to the Property may assume Borrower's rights and obligations hereunder by delivering to Lender, in a form reasonably satisfactory to Lender, documentation agreeing to so assume Borrower's rights and obligations under this Agreement. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the proper officers thereunto duly authorized on the day and year first written above. STATE OF MINNESOTA ) ss. COUNTY OF ANOKA ) COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director The foregoing instrument was acknowledged before me this day of , 200 2011. by and , the President and Executive Director of the Columbia Heights Economic Development Authority, a public body politic and corporate, on behalf of the Authority. 327813v6l$ MTN CI-20544 D -6 37TH AND CENTRAL LLC By Christopher Little Its STATE OF MINNESOTA ss. COUNTY OF The foregoing instrument was acknowledged before me this _ day of 2 0092011 by Christopher Little, the of 37th and Central LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 32781300, MTN CL20544 D-7 Eliiil>rsi T A TO LOAN ACiRFUI'ViFN I' LEGAL DESCRIPTION City Parcels Address PIN Former Use Property Description 3710 Central 35- 30 -24 -44 -0119 Beecroft building COLUMBIA HEIGHTS (demolished) ANNEX TO MINNEAPOLIS, ANOKA COUNTY, MINNESOTA LOT 16 BLK 87 COL HTS ANNEX 3718 Central 35- 30 -24 -44 -0118 Non - conforming COLUMBIA HEIGHTS single - family home ANNEX TO (demolished) MINNEAPOLIS, ANOKA COUNTY, MINNESOTA LOT 15 BLK 87 COL HTS ANNEX 3722 Central 35- 30 -24 -44 -0117 Non - conforming COLUMBIA HEIGHTS single - family home ANNEX TO (demolished) MINNEAPOLIS, ANOKA COUNTY, MINNESOTA LOT 1.4 BLK 87 COL HTS ANNEX Redeveloper Parcels Address PIN Former Use Property Description 3700 Central 35- 30 -24 -44 -0121 Chutney restaurant THE S 50 FT OF LOT 18 BLK 87 COLUMBIA HEIGHTS ANNEX, SUBJ TO EASE OF REC 3706 Central 35- 30 -24 -44 -0120 Chutney parking lot LOT 17 BLK 87 COLUMBIA HEIGHTS ANNEX, TOG /W THAT PRT OF LOT 18 SD BLK LYG N OF S 50 FT THEREOF, SUBJ TO EASE OF REC 327813v€8 MTN CL205 -44 D -8 EXHIBIT B TO LOAN AGREEMENT 1' t i - $43,600- _ - -__- Jlme 24. 2008 37 t1i And Central LLC, a Minnesota limited liability company (the "Maker "), for value received, hereby promises to pay to Columbia Heights EDA (the "City ") or its assigns (the City and any assigns are hereinafter referred to as the "Holder "), at its designated principal office or such other place as the Holder may designate in writing, the principal sum of Forty three thousand six hundred and no1100ths Dollars ($43,600) or so much thereof as may be advanced under this Note, without interest thereon (0 %l , in any coin or currency which at the time or times of payment is legal tender for the payment of private debts in the United States of America. The principal of this Note is payable as follows: The Loan shall not bear interest. 2. The entire unpaid balance of the Loan shall be due and payable in full on the earlier of the following: (i) thirty (30) days after written notification by Lender to Borrower of the occurrence of an Event of Default as defined in Section 5 hereof and demand of payment according to Section 6; or (ii) on the '4, ant-h ' Il„ t'rii, _ r or before J un e 1. 2012 or (iii) on or before thirty (30) days after the sale or refinancing of any portion of the Property or the Minimum Improvements constructed thereon. 3. The Maker shall have the right to prepay the principal of this Note at any time, in whole or in part, without prepayment penalty. 4. This Note is given pursuant to the Loan Agreement. In the event the Loan Agreement is found to be invalid for whatever reason, such invalidity shall constitute an event of default hereunder. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Loan Agreement are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If a default occurs under the Loan Agreement, or any instrument securing this Note, then the Holder of this Note may at its right and option, without notice, declare immediately due and payable the principal balance of this Note, together with any costs of collection including attorney fees incurred by the Holder of this Note in collecting or enforcing payment hereof, whether suit be brought or not, and all other sums due hereunder, or under any instrument securing this Note. The Maker agrees that the Holder of this Note may, without notice to the Maker of this Note and without affecting the liability of the Maker of this Note, accept additional or substitute security for this Note, or release any security or any party liable for this Note or extend or renew this Note. 327813x68 MTN CL205 -44 D -9 J. The remedies of the Holder of this Note as provided herein, and in the Loan Agreement, shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Holder of this Note, may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Holder of this Note shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder of this Note and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, modifications, or change is sought. 6. If any term of this Note, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Note, or the application of such term to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent permitted by law. 7. It is intended that this Note is made with reference to and shall be construed as a Minnesota contract and governed by the laws thereof without regard to the state's conflict of laws provisions. 8. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have happened, and have been performed in regular and due form as required by law. 9. Neither the Borrower, nor any general or limited partner, employee, or agent of the Borrower shall have any personal liability of the Borrower's obligations hereunder, it being recognized by the Lender that the obligations of the Borrower hereunder are nonrecourse obligations and that the remedies of the Holder are limited to the security provided as set forth herein. IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the _day of , 228720 37TH AND CENTRAL LLC By Christopher Little Its 327813v0$ MIN CL205 -44 D -10 nn, imnn+ e k— r'),—.C— : n. - -: An -AA ^ A A - -- —, 1L wa%j ,,, Vc4iio%jii Ljy vvvi moi ictiC r - I u I %=ss,0nal on - r1ut - :-Sdd -- Y - A, tAP1 II I y, ZU I I 5 PM Document 1 ID PowerDocs:HDOCSOPEN/327813/6 Description D , OCSOPEN-#'127813-v6-CPR-CROS_Companies Document 2 ID PowerDocs:HDOCSOPEN/327813/8 Description DOCSOPEN-#327813-v8-CPR-CROS_Companies Rendering set Standard lInsertion I Nkl( veal- , 14-'ti) I Ti (Style change I Statistics': Count Insertions 57 Deletions 53 Moved from 2 Moved to 2 Style change 0 Format changed 0 Total changes 114 327813v€8 MTN CI-205 -44 D_1 I COLUMBIA 1IE1GfITS ECONOMIC DEVELOP�V�E�N T AU 1'IiORII Y (EDA) BAk KGRO In 1999 the EDA purchased property at 828 40"' Ave NE with an old TV repair building on the lot. In 2001 the building was torn down leaving a vacant green space. The EDA used CDBG money to purchase the building and for demolition costs. The purchase price was $72,246.50 and demolition $7,117.20 for a total of $79,363.70 of CDBG funds used. Recently Larry and Millie Kewatt have presented a purchase agreement to buy the vacant lot at 828 40"' Avenue in the amount of $10,000 to turn it into a parking lot. The purchase is contingent upon Anoka County approving an entrance off 40"' Avenue and soil compaction tests. Millie plans to relocate her accounting business from Northeast Minneapolis to the vacant building abutting this lot and desires to use the EDA lot as parking for her business. After a meeting on April 28 with the Millie, she offered to allow the library to use the lot after 3pm and the city to use the lot during Jamboree. According to the Anoka County Assessors Department this parcel has a 2011 value of $37,000. The lot is about 6,750 square feet. The FDA's policy discussion should center on the following: I.Is the purchaser's offer acceptable? 2.I17 the offer is not acceptable, is there an alternative price that would be? 3.Are there other considerations that could be made by the purchaser to affect the original price? 4. Overall, what is the benefit to the city of having a vacant green space turned into a private parking lot? RECOMMENDATION: Staff seeks direction whether or not to proceed with a purchase agreement for the sale 828 40 Avenue. Attachments: proposed purchase agreement EDA ACTION: vl.. 1V1u L, G.V 1 1 AGENDA SECTION: Business Items ORIGINATING EXECUTIVE NO:5 DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Proposal to purchase 828 40th BY: Sheila Cartney BY: ,° � DATE: April 27, 2011 1- ` BAk KGRO In 1999 the EDA purchased property at 828 40"' Ave NE with an old TV repair building on the lot. In 2001 the building was torn down leaving a vacant green space. The EDA used CDBG money to purchase the building and for demolition costs. The purchase price was $72,246.50 and demolition $7,117.20 for a total of $79,363.70 of CDBG funds used. Recently Larry and Millie Kewatt have presented a purchase agreement to buy the vacant lot at 828 40"' Avenue in the amount of $10,000 to turn it into a parking lot. The purchase is contingent upon Anoka County approving an entrance off 40"' Avenue and soil compaction tests. Millie plans to relocate her accounting business from Northeast Minneapolis to the vacant building abutting this lot and desires to use the EDA lot as parking for her business. After a meeting on April 28 with the Millie, she offered to allow the library to use the lot after 3pm and the city to use the lot during Jamboree. According to the Anoka County Assessors Department this parcel has a 2011 value of $37,000. The lot is about 6,750 square feet. The FDA's policy discussion should center on the following: I.Is the purchaser's offer acceptable? 2.I17 the offer is not acceptable, is there an alternative price that would be? 3.Are there other considerations that could be made by the purchaser to affect the original price? 4. Overall, what is the benefit to the city of having a vacant green space turned into a private parking lot? RECOMMENDATION: Staff seeks direction whether or not to proceed with a purchase agreement for the sale 828 40 Avenue. Attachments: proposed purchase agreement EDA ACTION: VACANT LAND PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS@, rNrr_carrA REALTY LaxLs which disclaims any liability arising out of use or misuse of this form. © 2009 Minnesota Association of REALTORS@, Fdina, MN 1. Date April 19 2011 2. Page 1 of 8 pages. 3. RECEIVED OF Larry & Millie Kewatt , and /or assigns 4. 5. the sum of One Hundred Dollars ($ 100. 00 6. by[R]CHECK CHECK ❑CASH ❑ NOTE as earnest money to be deposited upon Final Acceptance of Purchase --------------- ------ one.) ---------- --------- - 7. Agreement by all parties, on or before the third Business Day after Final Acceptance, in the trust account of 8. listing broker, unless otherwise agreed to in writing, but to be returned to Buyer if Purchase Agreement is not 9. accepted by Seller. 10. Said earnest money is part payment for the purchase of the property located at 11. Street Address: 828 40th Ave NE 12. City of Columbia Hgts County of Anoka State of Minnesota, legally 13. described as COLUMBIA HEIGHTS ANNEX TO MINNEAPOLIS ANOKA COUNTY MINNESOTA LOTS 47 & 48 BLK 14. 63 COL HTS ANNEX 15. 16. 17. 18. Purchase Agreement, if any, and including all fixtures, if any, None INCLUDING U EXCLUDING all emblements within the property at the time of this - - -- (Check one.) ----------- - ------ ❑x INCLUDING ❑ EXCLUDING the following personal property, if any, -------- -- - - -- (Check one.) - ------- -- ---- - - - -- 19. 20. 21, 22. 23. all of which property Seller has this day agreed to sell to Buyer for the sum of ($ 10 , 000.00 ) 24. Ten Thousand Dollars, 25. which Buyer agrees to pay in the following manner: 26. 1. Cash of at least 10.000 percent ( %) of the sale price, which includes the earnest money, PLUS 27. 2. Financing, the total amount secured against this property to fund this purchase, not to exceed 90.000 28. percent ( %) of the sale price. 29. Such financing shall be x❑ a first mortgage ❑ contract for deed or ❑ a first mortgage with subordinate ------------------------------------- ---- -------- -- ------ -- --------- °(Check one.) ---------------------------------------------------------------------- 0. financing, as described in the attached Addendum: 31. ❑ Conventional ❑ FHA ❑ DVA ❑ Assumption ❑ Contract for Deed x❑ Other: SBA ------------------------------------------------------------------------- ---- all that apply.) --------------------------------------------------------------------------------------- 32. The date of closing shall be July 1 , 2011 33. This Purchase Agreement ❑ IS ❑X IS NOT subject to a Contingency Addendum for sale of Buyer's property. (If ---- -- --(Check one.) -- - - - - -- 34. answer is IS, see attached Addendum.) (If answer is IS NOT, the closing of Buyer's property, if any, may still affect 35. Buyer's ability to obtain financing, if financing is applicable.) 36. This Purchase Agreement ® IS IS NOT subject to cancellation of a previously written purchase agreement dated ------ --(Check one.) -- - - - - -- 37. (If answer is IS, said cancellation shall be obtained 38. no later than 39. If said cancellation is not obtained by said date, this Purchase Agreement is canceled. Buyer and Seller shall 40. immediately sign a Cancellation of Purchase Agreement confirming said cancellation and directing all earnest money 41. paid hereunder to be refunded to Buyer.) MN:VLPA -1 (8/09) Keller Williams Integrity (Mpls Lakes) 1300 Lagoon Ave #250 Minneapolis, MN 55408 Phone: 612-821-7400 Fax: 612 -821 -7401 Scott Miller Larry R Millie Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 W-ww zip ogix com /mrrna/rr ncao,cAxas VACANT LAND PURCHASE AGREEMENT 42. Page 43. Address 828 40th Ave NE 44. SPECIAL CONTINGENCIES: This Purchase Agreement is subject to the following oonUnAancieo, and if the 45. contingencies checked below are not satisfied or waived, in writ by Buyer by June 3O .2011. 46. this Purchase Agreement is canceled as of said date. Buyer and Seller uhuU immediately sign a Cancellation of 47. Purchase Ago*onnont confirming said cancellation and directing all earnest money paid hereunder to be refunded to 48. Buyer. 40. (Select appropriate options a-i) �� �l �� -« Fl �� SELLER 50� �� (a) ���UY�R == S�LL�� ahu|| provide a oo�ihoa1e of survey of the property, at �� BUYER == ------- �^°��°./------' -------------- (Check on"+________ 51. expense. 52. (b) Buyer obtaining approval of city/township of proposed building plans and specifications at 53. 0 BUYER n SELLER expense. ------------- (Check """.) ---'--- 54. | | (c) Buyer obtaining approval of city/township of proposed subdivision development plans at 55. �1 BUYER Fl SELLER expense. ----'-- (Check ^"e./-------------- [� 5& �� (d) Buyer obtaining approval of city/township for rezoning or use permits at BUYER EJ SELLER expense. 57. (a) Buyarobtoining.atRBUYERFlSELLERoxpenno.panoo|aUonhmstovvhiohan*aoceptab|etu8uyer. --__-_-«�°�""°/___-__- 58. �l (f) Buyer obtaining, at E] BUYER [l SELLER expunoe, soil tests which indicate that the property may be -------«n"*�°/----'-'-- 59. improved vvithoutaxtraondinarybuilding methods orcost. 60. F (g) Buyer obtaining approval of building plans and/or specifications in accordance with any recorded subdivision 61. covenants and approval of the architectural control committee. 82. F� (h) Buyer obtaining, at R BUYER R SELLER expense, copies of all covenants, reservations and restrictions ------------- (C^ec^°ne) -------------- H3. affeoiing the property. (94 X \ 7i) ~ 67. SPECIAL DISCLOSURES: Seller dieo|ooau, to the best of Seller's know|edga, that the property described in this 88. Purchase Agreement consists of approximately 6 7 5 { [ FEET and is currently zoned 69. ('ho" 78. Seller discloses, to the best uf Seller's knowledge, that the property M|S [R] IS NOT in a designated flood plain ------/^^°w""°/-----' 71� area. 72. Seller dioo|oaoo, to the best of Seller's knmw|edge, that the property [] DOES E] DOES NOT currently receive 73. preferential tax treatment (e.g. Green Acres) 74. Seller certifies that any and all leases applicable to the property in affoot as of the duba of this Purchase Agreement 75. are terminable on or before the date of closing as specified in this Purchase Agreement. 76. ENVIRONMENTAL CONCERNS: To the beat of the Seller's knowledge there are no hazardous substances or 77, underground storage tanks, except where herein noted. 78. 79. Produced with ZipForm@) by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026��� Larr aMillie I VACANT LAND PURCHASE AGREEMENT 80. Page 3 1NrLCtZIF) REALTY LAKES 81. Address 828 40th Ave NE 82. PLEASE NOTE: Buyer may incur additional charges improving the property, including, but not limited to, hookup and/ 83. or access charges; municipal charges; costs for sewer access, stubbing access, water access, park dedication, road 84. access, curb cuts, utility connection and connecting fees; and tree planting charges. 85. SELLER CERTIFIES, TO THE BEST OF SELLER'S KNOWLEDGE, WHETHER ANY OF THE FOLLOWING 86. PRESENTLY EXIST WITHIN THE PROPERTY: 87. Connection to public water? ❑ Yes ❑ No 88. Connection to public sewer? ❑ Yes ❑ No 89. Connection to private water system off property? ❑ Yes ❑ No 90. Connection to electric utility? ❑ Yes ❑ No 91. (Check appropriate boxes.) 92. SUBSURFACE SEWAGE TREATMENT SYSTEM 93. SELLER CERTIFIES THAT SELLER ❑ DOES ❑ DOES NOT KNOW OF A SUBSURFACE SEWAGE TREATMENT --------------- one.) ---------- ------ 94. SYSTEM ON OR SERVING THE PROPERTY. (If answer is DOES, and the system does not require a state permit, 95. see Subsurface Sewage Treatment System Disclosure Statement.) 96. PRIVATE WELL 97. SELLER CERTIFIES THAT SELLER ❑ DOES ❑ DOES NOT KNOW OF A WELL ON OR SERVING THE -- -- ----------- - ( Check one.) ---------------- 98. PROPERTY. (If answer is DOES and well is located on the property, see Well Disclosure Statement.) 99. THIS PURCHASE AGREEMENT ❑ IS ❑ IS NOTSUBJECTTOA SUBSURFACE SEWAGE TREATMENT SYSTEM -- - - - - -- ( Check one.) ------- - 100. AND WELL INSPECTION CONTINGENCY ADDENDUM. (If answer is IS, see attached Addendum.) 101. IF A WELL OR SUBSURFACE SEWAGE TREATMENT SYSTEM EXISTS ON THE PROPERTY, BUYER HAS 102. RECEIVED A WELL DISCLOSURE STATEMENT AND /OR A SUBSURFACE SEWAGE TREATMENT SYSTEM 103. DISCLOSURE STATEMENT. 104. BUYER ❑ HAS 0 HAS NOT RECEIVED A VACANT LAND DISCLOSURE STATEMENT OR A SELLER'S --------------- - ( Check one.) --------- - ----- 105. DISCLOSUREALTERNATIVES FORM. 106. Buyer acknowledges that no oral representations have been made regarding the property. Buyer relies solely on 107. Seller's written disclosure forms or a written report prepared by an independent third -party inspector that has been 108. provided to Buyer. 109. BUYER HAS RECEIVED INSPECTION REPORTS, IF REQUIRED BY MUNICIPALITY. 110. BUYER. HAS THE RIGHT TO A WALK- THROUGH REVIEW OF THE PROPERTY PRIOR TO CLOSING TO 111. ESTABLISH THAT THE PROPERTY IS IN SUBSTANTIALLY THE SAME CONDITION AS OF THE DATE OF 112. THIS PURCHASE AGREEMENT. SELLER AGREES TO NOTIFY BUYER IMMEDIATELY IN WRITING OF ANY 113. SUBSTANTIVE CHANGES FROM ANY PRIOR REPRESENTATIONS REGARDING THE PROPERTY. 114. DEED /MARKETABLE TITLE: Upon performance by Buyer, Seller shall deliver a 115. ® Warranty Deed or ❑ Other: Deed joined in by spouse, if any, conveying marketable title, subject to -------------- --------------- ---------- one.) --------------------------------------- 116. (a) building and zoning laws, ordinances, state and federal regulations; 117. (b) restrictions relating to use or improvement of the property without effective forfeiture provisions; 118. (c) reservation of any mineral rights by the State of Minnesota; 119. (d) utility and drainage easements which do not interfere with existing improvements; 120. (e) rights of tenants as follows (unless specified, not subject to tenancies): The lease for gardening for 121. the growing season until Labor Day September 5, 2011 will be honored ;and 122. (f) others (must be specified in writing): 123. MN:VLPA -3 (8/09) Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zi LLoogix com Larry & Millie /w`ccun,xc^o,LAKES VACANT LAND PURCHASE AGREEMENT 124. Page 125. Address 828 40th Ave NE 126. Seller shall pay on the date of closing all real estate taxes due and payable in all prior years including all penalties and 127. interest. 128. R on date of closing any deferred mu| estate taxes 129. (e.g. Groan Acres) or special aeoeoomantn, payment ofwhich is required as a result ofthe closing of this sale. 130. F] BUYER AND SELLER SHALL PRORATE AS OF THE DATE OF CLOSING G SELLER SHALL PAY ON 131. DATE OF CLOSING all installments of special assessments certified for puymant, with the real estate taxes due and 132. payable in the year orclosing, 133.[l BUYER SHALL ASSUME E] SELLER SHALL PAY on date of Closing all other special assessments levied ao 134. nf the date of this Purchase Agreement. 135. F BUYER SHALL ASSUK0E MGELLERSHALL PROVIDE FOR PAYMENT OF special assessments pending as __ (Check ___ 136. of the date of this Purchase Agreement for improvements that have been ordered by any assessing authorities. 137. (Seller's provision for payment ahu|| be by payment into oaonow of two (2) times the estimated amount of the 138. assessments or less, us required by Buyer's |onder.) 139. Buyer shall pay any unpaid special assessments payable in the year following closing and thereafter, the payment of 140. which is not otherwise herein provided. 141. As of the date of this Purchase Agreement, Seller represents that Seller F� HAS r HAS NOT received unotice ____-�°��__'__ 142. regarding any new improvement project from any assessing authorities, the 000ta ofvvhich project may be assessed 143. against the property. Any such notice received by Seller after the date of this Purchase Agreement and before 144. closing shall be prov to Buyer immediately. If such notice is issued after the date of this Purchase Agreement and 145. on or before the date of closing, than the parties may agree in vvhting, on or before the date of closing, to pay, provide 146. for the payment oforassume the special aoaouumanto. In the absence of such agreement, either party may declare 147. this Purchase Agreement canceled by written notice to the other party, or licensee representing or assisting the other 148. party, in which case this Purchase Agreement is canceled. If either party dau|anyo this Purchase Agreement canceled, 140. Buyer and Seller shall immediately sign u Cancellation of Purchase Agreement confirming said cancellation and 150. directing all earnest money paid hereunder bzba refunded toBuyer. 151. Buyer shall pay r PRORATED FROM DAY OF CLOSING [:] 12thsOFM ALL RXNO real estate 152, taxes due and payable in the year 20_11. 153. Seller shall pay.R PRORATED TO DAY OFCLQS|0GEl 12theC>F[ ALL F NO real estate taxes 154. due and payable in the year 2U11 If the closing date is changed, the real estate taxes paid shall, if prorated, 156. bm adjusted tothe new closing date. 156. Buyer ahe|| pay real estate taxes due and payable in the year following closing and thmreu8ar, the payment of which 157. is not otherwise herein provided. No representations are made concerning the amount of subsequent real estate 168. taxes. 159. POSSESSION: Se shall deliver possession of the property no later than day of closing - after closing. 160. All interest; unit owners' association dues; rents; and charges for city water, city sewer, e|ooth natural 161. be prorated between the parties as of date of closing. Buyer shall pay Seller for remaining gallons of fuel oil or liquid 162. petroleum gas on the day of u|ooing, at the rate of the |aoi DU by Seller. Seller agrees to remove ALL DEBRIS AND 183. ALL PERSONAL PROPERTY NOT INCLUDED HEREIN from the property by possession date. Produced with ZpForm(iD b zipLo 18070 Fifteen Mile Road, Fraser, Michigan 48026 wwrw Larry uMillie VACANT LAND PURCHASE AGREEMENT KELLER WILLIAMS,, 164. Page 5 INTEGRITY READ Y LAKES 1 vv. iiii_t: ANN tAA1A1NA1iON: v "v r ithin a reasonable time period after rinai Acceptance of this Purchase Agreelt1811t, 166. Seller shall provide one of the following title evidence options, at Seller's selection, which shall include proper searches 167. covering bankruptcies, state and federal judgments and liens, and levied and pending special assessments to Buyer 168. or Buyer's designated title service provider: 169. (1) A commitment for an owner's policy of title insurance on a current ALTA form issued by an insurer licensed to write 170. title insurance in Minnesota as selected by Buyer. Seller shall be responsible for the title search and exam costs 171. related to the commitment. Buyer shall be responsible for all additional costs related to the issuance of the title 172. insurance policy(ies), including but not limited to the premium(s), Buyer's name search and plat drawing, if any. 173. Seller shall surrender a copy of any owner's title insurance policy and Abstract of Title, if in Seller's possession or 174. control, for this property to Buyer or Buyer's designated title service provider. 175. (2) An Abstract of Title certified to date if Abstract Property or a Registered Property Abstract (RPA) certified to date 176. if Registered (Torrens) property. Seller shall pay for the abstracting or RPA costs and surrender any abstract for 177. this property in Seller's possession or control to Buyer or Buyer's designated title service provider. If property is 178. Abstract and Seller does not have an Abstract of Title, Option (1) will automatically apply. 179. Seller shall use Seller's best efforts to provide marketable title by the date of closing. In the event that Seller has not 180. provided marketable title by the date of closing, Seller shall have an additional 30 days to make title marketable or, in 181. the alternative, Buyer may waive title defects by written notice to Seller. In addition to the 30 -day extension, Buyer 182. and Seller may by mutual agreement further extend the closing date. Lacking such extension, either party may declare 183. this Purchase Agreement canceled by written notice to the other party, or licensee representing or assisting the other 184. party, in which case this Purchase Agreement is canceled. If either party declares this Purchase Agreement canceled, 185. Buyer and Seller shall immediately sign a Cancellation of Purchase Agreement confirming said cancellation and 186. directing all earnest money paid hereunder to be refunded to Buyer. 187. SUBDIVISION OF LAND: If this sale constitutes or requires a subdivision of land owned by Seller, Seller shall pay all 188. subdivision expenses and obtain all necessary governmental approvals. This provision deals with the necessity of 189. subdividing land to complete the sale of the property described herein in contrast to the subdivision provision of lines 190. 54 -55 which deals with the future development plans of Buyer. Seller warrants the legal description of the real property 191. to be conveyed has been or shall be approved for recording as of the date of closing. Seller warrants that there is a 192, right of access to the property from a public right of way. These warranties shall survive the delivery of the deed or 193. contract for deed. 194. Seller warrants that prior to the closing, payment in full will have been made for all labor, materials, machinery, fixtures 195. or tools furnished within the 120 days immediately preceding the closing. Seller warrants that Seller has not received 196. any notice from any governmental authority as to condemnation proceedings or violation of any law, ordinance or 197. regulation. If the property is subject to restrictive covenants, Seller warrants that Seller has not received any notice 198. from any person or authority as to a breach of the covenants. Any such notices received by Seller shall be provided to 199. Buyer immediately. 200. Seller agrees to allow Buyer reasonable access to the property for performance of any surveys, inspections or tests 201. or for water, sewer, gas or electrical service hookup as agreed to herein. Buyer shall restore the premises to the same 202. condition it was in prior to the surveys, inspections or tests and pay for any restoration costs relative thereto. 203. RISK OF LOSS: If there is any loss or damage to the property between the date hereof and the date of closing for 204. any reason, including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on Seller. If the property 205. is destroyed or substantially damaged before the closing date, this Purchase Agreement is canceled, at Buyer's 206. option, by written notice to Seller or licensee representing or assisting Seller. If Buyer cancels this Purchase Agreement, 207. Buyer and Seller shall immediately sign a Cancellation of Purchase Agreement confirming said cancellation and 208. directing all earnest money paid hereunder to be refunded to Buyer. 209. TIME OF ESSENCE: Time is of the essence in this Purchase Agreement. 210. ENTIRE AGREEMENT: This Purchase Agreement, any attached exhibits and any addenda or amendments signed 211. by the parties shall constitute the entire agreement between Buyer and Seller and supersedes any other written or 212. oral agreements between Buyer and Seller. This Purchase Agreement can be modified or canceled only in writing 213. signed by Buyer and Seller or by operation of law. All monetary sums are deemed to be United States currency for 214. purposes of this Purchase Agreement. Buyer or Seller may be required to pay certain closing costs, which may 215. effectively increase the cash outlay at closing or reduce the proceeds from the sale. MN:VLPA -5 (8/09) Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipl DgJx= Larry & Millie INIEGRliY REALTY LAKES VACANT LAND PURCHASE AGREEMENT 216. Page 6 217. Address 828 40th Ave NE 218. FINAL ACCEPTANCE: To be binding, this Purchase Agreement must be fully executed by both parties and a copy 219. must be delivered. 220. CALCULATION OF DAYS: Any calculation of days begins on the first day (calendar or Business Days as specified) 221. following the occurrence of the event specified and includes subsequent days (calendar or Business Days as specified) 222. ending at 11:59 P.M. on the last day. 223. BUSINESS DAYS: "Business Days" are days which are not Saturdays, Sundays or state or federal holidays unless 224. stated elsewhere by the parties in writing. 225. DEFAULT: If Buyer defaults in any of the agreements hereunder, Seller may terminate this Purchase Agreement 226. under the provisions of MN Statute 559.21. If either Buyer or Seller defaults in any of the agreements hereunder or 227. there exists an unfulfilled condition after the date specified for fulfillment, either party may cancel the Purchase 228. Agreement under MN Statute 559.217, Subd. 3. Whenever it is provided herein that the Purchase Agreement is 229. canceled, said language shall be deemed a provision authorizing a Declaratory Cancellation under MN Statute 230. 559.217, Subd. 4. 231. If this Purchase Agreement is not canceled or terminated as provided hereunder, Buyer or Seller may seek actual 232. damages for breach of this Purchase Agreement or specific performance of this Purchase Agreement; and, as to 233. specific performance, such action must be commenced within six (6) months after such right of action arises. 234. NOTICE REGARDING AIRPORT ZONING REGULATIONS: The property may be in or near an airport safety zone 235. with zoning regulations adopted by the governing body that may affect the property. Such zoning regulations are 236. filed with the county recorder in each county where the zoned area is located. If you would like to determine if such 237. zoning regulations affect the property, you should contact the county recorder where the zoned area is located. 238. NOTICE REGARDING PREDATORY OFFENDER INFORMATION: Information regarding the predatory offender 239. registry and persons registered with the predatory offender registry under MN Statute 243.166 may be 240. obtained by contacting the local law enforcement offices in the community where the property is located 241. or the Minnesota Department of Corrections at (651) 361 -7200, or from the Department of Corrections web 242. site at www.corr.state.mn.us. 243 244. Scott & George Miller (Licensee) l► [a] I[ is ® Seller's Agent Q Buyer's Agent ❑ Dual Agent ❑ Facilitator. 245. KW Commercial Minneapolis (Real Estate Company Name) 246. Dave Barr (Licensee) is ❑ Seller's Agent ® Buyer's Agent ❑ Dual Agent ❑ Facilitator. 247. KW Commercial Minneapolis (Real Estate Company Name) 248. THIS NOTICE DOES NOT SATISFY MINNESOTA STATUTORY AGENCY DISCLOSURE REQUIREMENTS. MN:VLI✓H -b (8/U9) Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www ziaLQgix= Lary & Millie /Nrccmrx REALTY z^Koy VACANT LAND PURCHASE AGREEMENT 249. Page 250. Address 828 40th Ave NE 251. DUAL AGENCY REPRESENTATION 252. PLEASE CHECK ONE OF THE FOLLOWING SELECTIONS: 253. Fx Dual Agency representation DOES NOT apply in this transaction. Do not complete lines 254-270. 254. Fl Dual Agency representation DOES apply in this transaction. Complete the disclosure in lines 255-270, 255. Broker represents both the Seller(s) and the Buyer(s) of the property involved in this tnanoaotion, which creates a 256. dual agency. This means that Broker and its salespersons owe fiduciary duties to both Seller(s) and Buyer(s). Because 257. the parties may have conflicting interests, Broker and its salespersons are prohibited from advocating exclusively for 258. either party. Broker cannot act as u dual agent in this transaction without the consent ofboth Seller(s) and Buyer(s). 250. Sa||mr(s) and Buyer(a) acknowledge that 260. (1) nonhdonUo| information communicated to Broker which regards prioe, terms or motivation to buy or sell will 261. remain confidential unless Seller(s) or Buyer(e) instructs Broker in writing to diou|ona this information. Other 262. information will beuhumd� . 263. (2) Broker and its salespersons will not represent the interest of either party to the detriment of the other; and 264. (3) within the limits of dual agenoy. Broker and its salespersons will work diligently to facilitate the mechanics of 26E the sale. 268. With the knowledge and understanding of the explanation above. SeUer(s)and Buyer(n) authorize and instruct Broker 267. and its salesperson to act uo dual agents in this transaction. 268. Seller 269. Seller 270. Date Buyer Buyer Date 271. OTHER: Contingent upon that the soil compaction tests are acceptable for parking lot 272. standards in the city of Columbia Hqts, MN 273. 274� 278 280 281. --- 283. 284. 285. 286. Produced with zipFormqDuvzipLo 180m Fifteen Mile Road, Fraser, Michigan 4802o °vvw - z ip� Larr uMillie INTEGRI'PY REALTY LAKES VACANT LAND PURCHASE AGREEMENT 287. Page 8 288. Address 828 40th Ave NE 289. Other addenda may be attached which are made a part of this Purchase Agreement. (Enter total number of pages of 290. this Purchase Agreement, including addenda, on line two (2) of page one (1).) 291. I, the owner of the property, accept this Purchase I agree to purchase the property for the price and on 292. Agreement and authorize the listing broker to withdraw the terms and conditions set forth above. 293. said property from the market, unless instructed otherwise I have reviewed all pages of this Purchase 294. in writing. Agreement. 295. 1 have reviewed all pages of this Purchase Agreement. 296. ❑ If checked, this Agreement is subject to attached 297. Counteroffer Addendum. 304. FINAL ACCEPTANCE DATE June 10, 2011 305. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 306. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. 307. 1 ACKNOWLEDGE THAT I HAVE RECEIVED AND HAVE HAD THE OPPORTUNITY TO REVIEW THE ARBITRATION 308. DISCLOSURE AND RESIDENTIAL REAL PROPERTY ARBITRATION AGREEMENT, WHICH IS AN OPTIONAL, 309. VOLUNTARY AGREEMENT AND IS NOT PART OF THIS PURCHASE AGREEMENT. 310. SELLER(S) 311. SELLER(S) MN:VLPA -8 (8/09) Produced with ZipFormO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zi LLQgix com Larry & Millie 6 298. X X (Seller's Signature) (Date) (Buyer's Signature) (Date) 299. X X Larry & Millie Kewatt (Seller's Printed Name) (Buyer's Printed Name) 300. X X (Marital Status) (Marital Status) C . 301. X (Seller's Signature) (Date) (Buyer's Sign re) (Date) 302. X X and /or assigns (Seller's Printed Name) (Buyer's Printed Name) 303. X X l f' (Marital Status) (Marital Status) 304. FINAL ACCEPTANCE DATE June 10, 2011 305. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 306. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. 307. 1 ACKNOWLEDGE THAT I HAVE RECEIVED AND HAVE HAD THE OPPORTUNITY TO REVIEW THE ARBITRATION 308. DISCLOSURE AND RESIDENTIAL REAL PROPERTY ARBITRATION AGREEMENT, WHICH IS AN OPTIONAL, 309. VOLUNTARY AGREEMENT AND IS NOT PART OF THIS PURCHASE AGREEMENT. 310. SELLER(S) 311. SELLER(S) MN:VLPA -8 (8/09) Produced with ZipFormO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www zi LLQgix com Larry & Millie KELLER MUMS,, IN'TEGRIT'Y RI ALTY LAKES VACANT LAND DISCLOSURE STATEMENT This form approved by the Minnesota Association of REALTORS®, vvhich disclaims any liability arising out of use or misuse of this form. © 2009 Minnesota Association of REALTORS®, Edina, MN 1. Date _ 2. Page 1 of pages 3. THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE. 4. NOTICE: This disclosure is not a warranty or a guaranty of any kind by Seller(s) or licensee(s) representing or 5. assisting any party(ies) in the transaction. 6. INSTRUCTIONS TO BUYER: Buyers are encouraged to thoroughly inspect the property personally or have it inspected 7. by a third party, and to inquire about any specific areas of concern. NOTE: If Seller answers "NO" to any of the questions 8. listed below, it does not necessarily mean that it does not exist on the property. "NO" may mean that Seller is unaware 9. that it exists on the property. 10. INSTRUCTIONS TO SELLER: (1) Complete this form yourself. (2) Consult prior disclosure statement(s) and /or inspection 11. report(s) when completing this form. (3) Describe conditions affecting the property to the best of your knowledge. (4) 12. Attach additional pages with your signature if additional space is required. (5) Answer all questions. (6) If any items do 13. not apply, write "NA" (not applicable). 14. Property located at 828 40th Ave NE 15. City of Columbia Hats County of Anoka State of Minnesota. 16. A. GENERAL INFORMATION: 17. (1) When did you acquire the property? 18. (2) Type of title evidence: ❑ Abstract ❑ Registered (Torrens) 19. Location of Abstract: 20. Is there an existing Owner's Title Insurance Policy? Q Yes ❑ No 21. (3) Has the land been surveyed? Yes ❑ No 22. Year surveyed: 23. (4) What company /person performed the survey? 24. Name: Address: Phone: 25. (5) Is this platted land? ❑ Yes ❑ No 26. If "Yes," 27. has the plat been recorded? ❑ Yes ❑ No 2& do you have a certificate of survey in your possession? ❑ Yes ❑ No 29. If "Yes," 30. Who completed the survey? When? 31. (6) Are you aware of any property markers on the property? ❑ Yes ❑ No 32. If "Yes," give details: 33. (7) For property abutting a lake, stream or river, does the property meet the minimum local government lot size 34. requirements? ❑ Yes ❑ No ❑ Unknown 35. If "No," or "Unknown," Buyer should consult the local zoning authority. 36. To your knowledge, 37. (8) are there encroachments? F� Yes ❑ No 38. (9) are there easements, other than utility or drainage easements? ❑ Yes ❑ No 39. (10) is the property located in a drainage district and /or drain tiled? ❑ Yes ❑ No 40. (11) is the property located in a designated flood plain? ❑ Yes ❑ No 41. ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER. MN:VLDS -1 (8/09) Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 �'Ip�l o�ix Som Larry & Millie INTEGRICY REALTY LAKES VACANT LAND DISCLOSURE STATEMENT 42. Page 2 43. THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE. 44. Property located at 828 40th Ave NE, Columbia Hats, 45. (12) has there ever been a flood or other disaster at the property? ❑ Yes ❑ No 46. (13) Are you in possession of prior vacant land disclosure statement(s)? 47. (If "Yes," please attach) ❑ Yes ❑ No 48. (14) Comments: 49. 50. B. USE RESTRICTIONS AND FINANCING: 51. (1) To your knowledge, do any of the following types of covenants, conditions, reservations or restrictions affect 52. the land? 53. (a) Subdivision or other recorded covenants, conditions or restrictions? [ ❑ No 54. (b) Association requirements or restrictions? ❑ Yes ❑ No 55. (c) A right of first refusal to purchase? ❑ Yes ❑ No 56. (d) Reservations? ❑ Yes ❑ No 57. (e) Department of Natural Resources? ❑ Yes ❑ No 58. (f) Watershed? ❑ Yes ❑ No 59. (g) Local municipality? ❑ Yes ❑ No 60. (2) If any of the above questions [13(1)] are answered "Yes," list which written copies of these covenants, conditions, 61. reservations or restrictions you have: 62. 63. 64. (3) Have you ever received notice from any person or authority as to any breach of any of these covenants, 65. conditions, reservations or restrictions? F Yes ❑ No 66. If "Yes," describe: 67. 68. 69. (4) To your knowledge, is this property approved for FHA financing? ❑ Yes ❑ No 70. C. CONDITION OF THE PROPERTY: 71. (Answer the following to the best of your knowledge.) 72. (1) Are there any structures, improvements, emblements or personal property included 73. in the sale? ❑ Yes ❑ No 74. If "Yes," list all items: 75. 76. 77. Are there any problems or defects with any of the above items? ❑ Yes ❑ No 78. If "Yes," describe all problems and defects: 79. 80. 81. ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER. MN:VLDS -2 (8/09) Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www,Zf com Larry &: Millie KELLERWILUAMS INTLCRIFY REALTY LAKES . VACANT LAND DISCLOSURE STATEMENT 82. Page 3 83. THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE. 84. Property located at 828 40th Ave NE, Columbia xgts , 85. (2) Were there any previous structures on the property? ® Yes F] No 86. (3) Are there any buried storage tanks or buried debris or waste on the property? ❑ Yes ❑ No 87. If "Yes," give details: 88. 89. (4) Are there any hazardous or toxic substances or wastes in, on or affecting this property? 90. ❑ Yes ❑ No 91. If "Yes," give details: 92. 93. (5) Have any soil tests been performed? ❑ Yes ❑ No 94, When? By whom? 95. Results? 96. (6) Are there any settling or soil movement problems on or affecting this property? ❑ Yes ❑ No 97. If "Yes," give details: 98. 99. (7) Are there any dead or diseased trees? ❑ Yes ❑ No 100 101 102 103 104 105 106. If "Yes," give details: (8) Are there any insect /animal /pest infestations? (9) Other: D. UTILITIES: (Answer the following to the best of your knowledge.) (1) Have any percolation tests been performed? ❑ Yes ❑ No 107. When? By whom? 108. Results? 109. (2) Are any of the following presently existing within the property? 110. (a) Connection to public water? Yes No 111. (b) Connection to public sewer? Yes No 112. (c) Connection to private water system off property? Yes No 113. (d) Connection to electric utility? Yes No 114. (3) Subsurface Sewage Treatment System Disclosure: (A subsurface sewage treatment system disclosure is 115. required by MN Statute 115.55.) (Check appropriate box.) 116. Seller certifies that Seller ❑ DOES ❑ DOES NOT know of a subsurface sewage treatment system on or serving - ----- --- -- ----- (Check one.) ---------------- 117. the above - described real property. (If answer is DOES, and the system does not require a state permit, see 118. Subsurface Sewage Treatment System Disclosure Statement.) 119. ❑ There is a subsurface sewage treatment system on or serving the above - described real property. 120. (See Subsurface Sewage Treatment System Disclosure Statement.) 121. ❑ There is an abandoned subsurface sewage treatment system on the above - described real property. 122. (See Subsurface Sewage Treatment System Disclosure Statement.) 123. ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER. MN:VLDS -3 (8/09) Produced with ZipFormO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www Cpl og tp Larry & Millie [:]Yes ❑ No INTLGRi.'IY PEALTY I_AK1 VACANT LAND DISCLOSURE STATEMENT 124. Page 4 125. THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE. 126. Property located at 828 40th Ave NE Columbia Agts, 127. (4) Private Well Disclosure: (A well disclosure and Certificate are required by MN Statute 1031.235.) 128. (Check appropriate box.) 129. ❑ Seller certifies that Seller does not know of any wells on the above - described real property. 130. ❑ Seller certifies there are one or more wells located on the above - described real property. 131. (See Well Disclosure Statement.) 132. 133. Are there any wells serving the above - described property that are not located on the property? ❑ Yes ❑ No 134. To your knowledge, is this property in a Special Well Construction Area? ❑ Yes ❑ No 135. (5) Are any of the following existing at the boundary of the property? 136. (a) Public water system access? ❑ Yes ❑ No 137. (b) Private water system access? ❑ Yes ❑ No 138. (c) Electric service access? ❑ Yes ❑ No 139. E. PREFERENTIAL PROPERTY TAX TREATMENT: Is the property subject to any preferential property tax status 140. 141. 142. or any other credits affecting the property? (e.g., Disability, Green Acres, CRP, RIM, Rural Preserve) If "Yes," would these terminate upon the sale of the property? [:]Yes ❑ Yes ❑ No ❑ No 143. Explain: 144. 145. 146. F. METHAMPHETAMINE PRODUCTION DISCLOSURE: 147. (A methamphetamine production disclosure is required by MN Statute 152.0275, Subd. 2 (m).) 148. ❑ Seller is not aware of any methamphetamine production that has occurred on the property. 149. ❑ Seller is aware that methamphetamine production has occurred on the property. 150. (See Methamphetamine Production Disclosure Statement.) 151. G. NOTICE REGARDING AIRPORT ZONING REGULATIONS: The property may be in or near an airport safety zone 152. with zoning regulations adopted by the governing body that may affect the property. Such zoning regulations are 153. filed with the county recorder in each county where the zoned area is located. If you would like to determine if such 154. zoning regulations affect the property, you should contact the county recorder where the zoned area is located. 155. H. CEMETERY ACT: MN Statute 307.08 prohibits any damage or illegal molestation of human remains, burials or 156. cemeteries. A person who intentionally, willfully and knowingly destroys, mutilates, injures, disturbs or removes 157. human skeletal remains or human burial grounds is guilty of a felony. 158. To your knowledge, are you aware of any human remains, burials or cemeteries located on the property? 159. ❑ Yes ❑ No 160. If "Yes," please explain: MOM 162. All unidentified human remains or burials found outside of platted, recorded or identified cemeteries and in contexts 163. which indicate antiquity greater than 50 years shall be dealt with according to the provisions of MN Statute 307.08, 164. Subd. 7. 165. ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER. MN:VLDS -4 (8/09) Produced with ZipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www_zpl. com Larry & Millie INT6GRIIY REAL "IY LAKLiS (Date) (Seller) 167. THE INFORMATION DISCLOSED IS GIVEN TO THE BEST OF SELLER'S KNOWLEDGE. 168. Property located at 828 40th Ave NE Columbia Hqts, 169. 1. OTHER MATTERS: To your knowledge, 170. (1) are there any landfills or waste disposal sites within two (2) miles of the property? ❑ Yes ❑ No 171. If "Yes," state their locations: 172. (2) is there anything else that may materially and adversely affect the property (e.g., including but not limited to, 173. pending claims or litigation, notice from any governmental authority of violation of any law or regulation, 174. proposed zoning changes, street changes, threat of condemnation)? ❑ Yes ❑ No 175. If "Yes," give details: 176. 177. 178. 179. LISTING BROKER AND LICENSEES MAKE NO REPRESENTATIONS AND ARE 180. NOT RESPONSIBLE FOR ANY CONDITIONS EXISTING ON THE PROPERTY. 181. J. SELLER'S STATEMENT: 182. (To be signed at time of listing.) 183. Seller(s) hereby states the condition of the property to be as stated above and authorizes any licensee(s) 184. representing or assisting any party(ies) in this transaction to provide a copy of this Disclosure to any person or 185. entity in connection with any actual or anticipated sale of the property. :. (Seller) (Date) 187. K. BUYER'S ACKNOWLEDGEMENT: 188. (To be signed at time of purchase agreement.) 189. I /We, the Buyer(s) of the property, acknowledge receipt of this Vacant Land Disclosure Statement and agree that 190. no representations regarding the condition of the property have been made other than those made above. 191 (Buyer) VACANT LAND DISCLOSURE STATEMENT 166. Page 5 (Date) (Buyer) (Date) 192. L. SELLER'S ACKNOWLEDGEMENT: 193. (To be signed at time of purchase agreement.) 194. AS OF THE DATE BELOW, I /we, the Seller(s) of the property, state that the condition of the property is the same, 195. except for changes as indicated below, which have been signed and dated. 196. 197 198. 199. 200. (Seller) 201. MN:VLDS -5 (8/09) (Date) (Seller) (Date) ORIGINAL COPY TO LISTING BROKER; COPIES TO SELLER, BUYER, SELLING BROKER. Produced with ZipFormO by zipLogix 18070 Fifteen Mile Road, Fraser, Michigar 48026 www ipt gogix � Larry & Millie