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HomeMy WebLinkAbout20190722_EDA_Packet ECONOMICDEVELOPMENT AUTHORITY AGENDA FOR SPECIAL MEETING July 22, 2019 5:00pm City Hall Council Chambers th 59040Avenue NE Columbia Heights, MN 55421 The next regularEDAmeeting will beAugust 5, 2019atCity Hall. 10.Inter-fund Loan Motion:Move to waive the reading of Resolution 2019-11, there being ample copies available to the public. Motion:Move to adopt Resolution 2019-11, Resolution approvingand specifying the terms of an inter-fund loan from the City of Columbia Heights. OTHER BUSINESS 11.Adjourn ECONOMIC DEVELOPMENT AUTHORITY(EDA) MINUTES OFTHESPECIALMEETING OF MAY 28, 2019 Themeeting wascalled toorderat5:00pmbyPresident Szurek. MembersPresent:Murzyn,Schmitt,Buesgens,Novitsky,Williams,Herringer, and Szurek. StaffPresent:Kelli Bourgeois(City Manager),Aaron Chirpich (Community Development Director), and Shelley Hanson(Administrative Assistant-Community Development). PLEDGE OFALLEGIANCE- RECITED CONSENT AGENDA 1. Approve minutes of April 1, 2019 and April 30, 2019 2. Approve Financial Report & Payment of Bills for March and April 2019-Resolution 2019-07 Question from Members: There were no questions. Motion byHerringer,seconded byWilliams, to approve the consent agenda as presented. All ayes. MOTION PASSED. RESOLUTIONNO. 2019-07 ARESOLUTION OF THEECONOMICDEVELOPMENTAUTHORITY OF COLUMBIA HEIGHTS, MINNESOTA, APPROVING THE FINANCIAL STATEMENTS FOR THEMONTHS OF MARCH AND APRIL2019,AND THEPAYMENT OF THE BILLS FOR THE MONTHS OF MARCH AND APRIL 2019. WHEREAS, the Columbia Heights Economic Development Authority (the “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 EDA'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 WHEREAS, the financial statement for themonths of March and April 2019has been reviewed by the EDA Commission; and WHEREAS, the EDA has examined the financial statements 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 EDA Special Meeting Minutes Page2 May 28, 2019 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 receivedand the check history as presented in writing is approved for payment out of proper funds; and BE IT FURTHER RESOLVED this resolution is made a part of the permanent records of the Columbia Heights Economic Development Authority. ORDER OFECONOMICDEVELOPMENT AUTHORITY Passed this28thdayof May, 2019 Offered by:Herringer Seconded by:Williams Roll Call:All ayes President Attest: AssistantSecretary The EDA adjourned to an Executive Sessionat 5:05pmto discuss the possible redevelopmentand/or purchase of3989 Central Avenue, pursuant to Minnesota Statutes 13D.05 The EDA re-convened the regular meetingat6:07pm. 2.Other Items- There were no other items to discuss. Motion by Buesgens,seconded by Novitsky to adjourn the meeting at 6:08 pm. All ayes. Respectfullysubmitted, Shelley Hanson Secretary ECONOMIC DEVELOPMENT AUTHORITY(EDA) MINUTES OFTHESPECIALMEETING OF JUNE 24, 2019 Themeeting wascalled toorderat6:00pmbyPresident Szurek. MembersPresent:Murzyn, Schmitt,Buesgens,Novitsky,Williams,Herringer, and Szurek. StaffPresent:Kelli Bourgeois(City Manager),Aaron Chirpich (Community Development Director),Mitch Forney (Community Development Coordinator), Elizabeth Hammond (City Planner),and Shelley Hanson(Administrative Assistant- Community Development). PLEDGE OFALLEGIANCE- RECITED CONSENT AGENDA 1. Approve Financial Report & Payment of Bills for May2019-Resolution 2019-08 Question from Members: There were no questions. Motion byWilliams,seconded bySchmitt, to approve the consent agenda as presented. All ayes. MOTION PASSED. RESOLUTIONNO. 2019-08 ARESOLUTION OF THEECONOMICDEVELOPMENTAUTHORITY OF COLUMBIA HEIGHTS, MINNESOTA, APPROVING THE FINANCIAL STATEMENTS FOR THEMONTHOF MAY2019,AND THEPAYMENT OF THE BILLS FOR THE MONTH OF MAY2019. WHEREAS, the Columbia Heights Economic Development Authority (the “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 EDA'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 WHEREAS, the financial statement for themonth of May2019has beenreviewed by the EDA Commission; and WHEREAS, the EDA has examined the financial statements 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 EDASpecial Meeting Minutes Page 2 June 24, 2019 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 funds; and BE IT FURTHER RESOLVED this resolution is made a part of the permanent records of the Columbia Heights Economic Development Authority. ORDER OFECONOMIC DEVELOPMENT AUTHORITY Passed this24thdayofJune, 2019 Offered by:Williams Seconded by:Schmitt Roll Call:All ayes President Attest: AssistantSecretary BUSINESS ITEMS 1.Discuss Potential Development of the Remnant Parcel at Jefferson and Huset Parkway Chirpich told members that staff recently met with a team interested in developing the vacant Remnant Parcel located just south ofHuset Park at the intersection of Huset Pkwy and Jefferson Street. The developer would like to build 75 units of age restricted housing on the sitethat would include senior apartments, assisted living units and memory care units.The property is currently zoned MXU, but staff thinks re-zoningthe property to Planned Unit Development (PUD)for a high density residential projectmakes sense to comply with the Development Agreement currently in place and to comply with the 2040 Comp Plan which also re-guides this parcel to high density use. Thisproperty has had multiple owners since 2004. The parcel was returned to BNC Bank in 2011 during the housing crisis. Then Dominium acquired the site in 2015 as part of the larger land acquisition to build the Legends Senior Housing Facility. At the timeDominium took ownership a new Development Agreement was re-negotiated to memorialize new development plans for the site. The current agreement states that the Remnant parcelwill be improved with a project that contains approximately 80 units of senior rental housing by December 31, 2022. Dominium is currently in negotiations for the sale of thesite to a teamthatplans to deliver on this stated contractual objective. Special EDA Meeting Page 3 June 24, 2019 Chirpich then introduced the developer who answered questions.Jerry and Wade Tollefson from Tollberg Homes are working with Joel Larson from Suite Living, in this joint venture. Mr. Larson has several facilities in other communities that are up and running, and several that are under construction. He is also on the Elderly Waiver Sub Committee that works with the State when transferring elderly persons to the EW program when they run out of money to pay for assisted living out of pocket. Larson explained to members that they plan on constructing a 3 story building with underground parking. The front of the building will be off McKenna St.The exterior will be brick, stone, and a hardy board siding that will blend in with the existing townhouses in thearea.The proposed plan at this ndrd time is to have 50 senior apartments on 2and 3floor, along with 12 units of Assisted Living Units and 15 Memory Care units on first floor. The senior apartments will consist of mostly one BR units and approximately 8 two BR units.The Assisted Living units will be one BR and studio units. And the Memory Care units will be studio units. They plan to have 50 parking stalls underground and approximately 35 stalls in the parking lot for visitors and staff.This projecthas an estimated valuation of 15-17 million dollars. Larson said if they get positive feedback from the members about the project, they plan on going through the Site Plan process this fall and will break ground in the spring of 2020. It will take approximately one year to construct. Schmitt asked about the Memory Care units. Larson said the units are usually studio apartments located in a locked wing of the building. They have a large common area for activities and dining for those residents, and encourage them to have social interaction with each other as much as possible. There also will be a patio area with fencing and a locked gate so the residents can enjoy outdoor time when weather permits. Buesgens asked if the building would provide other services. Larson said there would be an activities director, an area for movies, and a hair salon on site. Buesgens asked if they would be installing solar panels on the building. Larson said they hadn’t considered that at this point. She asked if theywould be asking for City Financial assistance to move ahead with this project. Larson said they would not be seeking assistance and that the State no longer requires this. Buesgens asked him if children would be allowed to live in this building with grandparents. Larson said children are certainly allowed to visit, but would not be allowed to reside in the building on a regular basis. Murzyn asked how often rents are raised. Larson said it depends on the level of services that are needed. If theneed for services stays the same, rents are usually raised on an annual basis. Schmitt asked if we can get the occupancy rates within the Cityfor the existing facilities. She’d like to know the saturation rate. Larson said they will do a market study as part of the Site Plan process to ensure the market will sustain this type of facility. The makeup of one BR units versus studio units could change according to the results of the study. Schmitt asked if there was enough green space. Hammond stated that is something that will be reviewed during the Site Plan approval process. Schmitt commented that having a park across the street would also be accessible for most of the residents. Williams thought this proposal was far superior to the project broughtto the EDA a couple years ago.Szurek agreed. The members were in favor of this project moving forward, and look forward to seeing additional information at upcoming meetings. th The EDA adjourned to an Executive Session at6:37pm to discuss the possible purchase of 230 40Avenue, pursuant to Minnesota Statutes 13D.05 Special EDA Meeting Page 4 June 24, 2019 The EDA re-convened the regular meeting at 7:14 pm. The meeting wasadjourned at7:14pm. All ayes. Respectfullysubmitted, Shelley Hanson Secretary RESOLUTIONNO.2019-09 ARESOLUTION OF THEECONOMICDEVELOPMENTAUTHORITY OF COLUMBIA HEIGHTS, MINNESOTA, APPROVING THE FINANCIAL STATEMENTS FOR THEMONTH OFJUNE2019,AND THEPAYMENT OF THE BILLS FOR THE MONTH OFJUNE2019. WHEREAS,the Columbia Heights Economic Development Authority (the “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 EDA's creditsand 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 WHEREAS,the financial statement for themonthofJune2019has been reviewed by the EDA Commission; and WHEREAS,the EDA has examined the financial statements 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 RESOLVEDby 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 RESOLVEDthe financial statements are acknowledged and received and the check history as presented in writing is approved for payment out ofproper funds; and BE IT FURTHER RESOLVEDthis resolution is made a part of the permanent records of the Columbia Heights Economic Development Authority. ORDER OFECONOMIC DEVELOPMENT AUTHORITY Passed this22nddayofJuly, 2019 Offered by: Seconded by: Roll Call: President Attest: Recording Secretary Resolution2019-09 City of Columbia Heights–EDAResolutionPage2 PURCHASE AGREEMENT This Purchase Agreement (“Agreement”)is madethis_______day ofJuly,2019, by and between500,LLC(“Seller”) and theColumbia HeightsEconomic Development Authority, a publicbody politic and corporateand political subdivisionofthe State of Minnesota,and its successors and assigns(“Buyer”). 1.PROPERTY. Selleristhe owner of property located at3989 Central Avenue NE, inthe City ofColumbia Heights, Minnesota, which is legally described on the attached Exhibit A (“Property”). 2.OFFER/ACCEPTANCE. In consideration of and subject to the terms and provisions of this Agreement, Buyer offers and agrees to purchase andSelleragreesto sell and hereby grants to Buyer the exclusive right to purchase the Property and all improvementsthereon, together with all appurtenances.Allfixtures located on the Propertyon the date of this Agreement are included in the purchase of the Property. 3.PURCHASE PRICE FOR PROPERTY AND TERMS. PURCHASE PRICE: a.The total purchase price for the Propertyis:Two Million Eight Hundred Thousand Dollars($2,800,000.00)(“Purchase Price”). TERMS: b. 1.EARNEST MONEY:The sum ofTwo HundredThousand Dollars ($200,000.00) earnest money shall be paid by Buyer to Seller (“Earnest Money”)upon execution of thisAgreement.TheEarnest Moneyis nonrefundable,subject to Sections 13and 14hereof. 2.BALANCE DUESELLER: Buyer agrees to pay by checkorwire transfer on the Closing Date(as hereinafter defined)any remaining balance due on the Purchase Priceaccording to the terms of thisAgreement. 3.DEED/MARKETABLE TITLE: Subject to performance by Buyer,Seller agreesto execute and deliver aLimitedWarranty Deedconveying marketablefee simpletitle to the Property to Buyer,free and clear of any mortgages, liens or encumbrances other than matters created by or acceptable to Buyer,subject only to the exceptions (the “Permitted Exceptions”) provided in Schedule B-II of the title commitment issued to the Seller by Old Republic Title on May 28, 2019 and provided to the Buyer (the “Title Commitment”),which Schedule B-II isattached hereto as Exhibit B. 4.DOCUMENTS TO BE DELIVERED AT CLOSING BYSELLER. In addition to the LimitedWarranty Deed required atSection3.b.3.above,Sellershall deliver toBuyeron the Closing Date: 1 582649v3CL205-73 a.An affidavit fromSellersufficient to remove any exception in Buyer’s policy of title insurance for mechanics’ and materialmens’ liens and rights of parties in possession; b.A “bring-down” certificate, certifying that all of the warrantiesmade bySellerin thisAgreement remain true as ofthe Closing Date; c.Affidavit ofSellerconfirming thatSellerisnotaforeign person within the meaning of Section 1445 of the Internal Revenue Code; d.A statement that Seller does not knowof any wells on the Property; e.Any notices, certificates, and affidavits regarding any private sewage systems, underground storage tanks, and environmental conditions as may be required by state or federal statutes, rules or regulations; f.An affidavit by Sellerin form reasonably acceptable to the Buyer,certifying that there are no purchase agreements, options, or other interests in the Property currently in effect with any third parties, exceptas disclosed in the Title Commitment;and g.Any other documents reasonably required by Buyer’s title insurance company or attorney to evidence that title to the Property is marketable and thatSeller has complied with the termsof this Purchase Agreement. In addition, on the Closing Date, the Seller and Buyer will execute and record a termination (including a mutual release)of the Management Agreement for Parking Facilities and Lease of the Plaza Property dated July 20, 1982,andfiled on February 9, 1983 in the office of the Anoka County Recorder as Document No.607127 and in the office of the Anoka County Registrar of Titles as Document No. 124953. 5.TITLE EXAMINATION/CURING TITLE DEFECTS. Seller has obtained and delivered to Buyer the TitleCommitment for the Property.Buyerhas examinedthe same and hereby waives any objections to title based on the Title Commitment.Buyer reserves the right to object to any encumbrances to title that arise between the date of this Purchase Agreement and the Closing Date. 6.ENVIRONMENTAL INVESTIGATIONS. Buyer acknowledges that it hasreceived copies of environmental reports previously received by the Seller, and that it is purchasing the Property AS-IS. 7.REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Sellershall pay all real estate taxes, interest and penalties, if any, relating to the Property for the years prior to the year of closing. Provided that this transaction shall close as provided herein, Buyer agrees to pay taxes for the year of closing and all taxes foryears thereafter.Buyershallassumeall special assessments regarding the Property which are levied or pending as of the Closing Date, including 2 582649v3CL205-73 portions which would otherwise have been payable in future installments.The parties agree and acknowledge that Seller has paid first-half 2019 real estate taxes relating to the Property. Buyer shall reimburse Seller for such first-half taxes at Closing. 8.CLOSING DATE. The date of closing shallbeseven (7) days following theexecution of this Purchase Agreement by both parties, but no later thanAugust 2, 2019(“Closing Date”). th Delivery of all papers and the closing shall be made at the officesof Buyer,590 40Avenue NE, Columbia Heights, MN55421or at such other location as is mutually agreed upon by the parties. All deliveries and notices to Buyershall be madeas provided in Section 16of this Agreement. 9.POSSESSION/UTILITIES. Possession. a.Selleragreesto deliver possessionof the Propertyto Buyer not later than the Closing Date, in its “AS-IS” condition, with no obligation to remove any personal property, junk, or debris. Utilities. b.Sellershall pay all utility charges, if any, prior tothe Closing Date. 10.SELLER’WARRANTIES. Sellerhereby representsand warrantsto Buyer andSeller will represent and warrant to Buyer as of the Closing Date that: Mechanics' Liens. a.Sellerwarrantsthat, prior to the closing,Sellershall pay in full all amounts due for labor, materials, machinery, fixtures or tools furnished within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any structure upon or improvement to the Propertycaused by or resulting from any action of Seller. Notices. b.SellerwarrantsthatSellerhasnot received any notice from any governmental authorityother than the City of Columbia Heights, Minnesotaas to violation of any law, ordinance or regulation in connection withthe Property. Tenants. c.Sellerwarrantsthatthat there are no tenants or third parties in possession of the Property. Broker Commission. d.Seller has not utilized the services of any real estate broker, in connection with the transaction contemplated by this Purchase Agreement, and that no broker, agent, or representative has been engaged or shall be entitled to any commissionin connection with such transaction. Seller agrees to indemnify, defend and hold Buyer harmless from the claims of any broker, real estate agent or similar party claiming through Seller. Legal Proceedings. e.To the best of Seller’s knowledge, otherthan as disclosed to Buyer, there are no legal actions, suits or other legal or administrative proceedings, pending or threatened, that affect the Property or any portion thereof, andSellerhasno knowledge that any such action is presently contemplated. 3 582649v3CL205-73 Legal Capacity. f.Sellerhasthe legal capacity to enter into this Agreement.Seller hasnot filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed againstSellerwithin the last year. Methamphetamine Production. g.To the best ofSeller’ knowledge, methamphetamine production has not occurred on the Property. Seller’representations and warranties set forth in this paragraph shall be continuing and are deemed to be material to Buyer’s execution of this Agreement and Buyer’s performance of its obligations hereunder. All such representations and warranties shall be true and correct on or as of the Closing Date with the sameforce and effect as if made at that time; and all of such representations and warranties shall survive closing, and shall not be affected by any investigation, verification or approval by any part hereto or by anyone on behalf of any party hereto.Any claim by Buyer against Seller for a breach of this Section 10shall be deemed waived if not asserted by Buyer within sixty (60) days of Closing. BUYERACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW AVAILABLE INFORMATION AND DOCUMENTATION AFFECTING THE PROPERTY,BUYERIS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND REVIEW OF SUCH INFORMATION AND DOCUMENTATION.BUYER ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIONS OR STATEMENTS HAVE BEEN MADE BY SELLER IN ORDER TO INDUCEBUYERTO ENTER INTO THIS TRANSACTION OTHER THAN AS EXPRESSLY STATED HEREIN,BUYERHAS NOT RELIED UPON ANY REPRESENTATIONS OR STATEMENTS OTHER THAN AS EXPRESSLY STATED HEREIN, AND NO PERSON OTHER THANNED ABDUL(OR ANYONE TO WHOM HE HAS DELEGATED HIS AUTHORITY BY WAY OF RESOLUTION OR POWER OF ATTORNEY) SHALL BE AUTHORIZED TO MAKE ANY REPRESENTATIONS, STATEMENTS, OR WAIVERS ON BEHALF OF SELLER.BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS-IS, WHERE IS” CONDITION AND BASIS WITH ALL FAULTS AND CONDITIONS (ENVIRONMENTAL AND ALL OTHER), AND THAT SELLER HAS NO OBLIGATION TO MAKE ANY REMEDIATION, REPAIRS, REPLACEMENTS OR IMPROVEMENTS WHATSOEVER. 11.CLOSING COSTS/RECORDING FEES/DEED TAX. Sellershallpay:(a) the cost of any documents required to clear title or toevidence marketable title, to the extent required by this Purchase Agreement;(b) costs ofthe Title Commitmentand any title search and examination fees; (c)the state deed tax; and (d) any other operating costs of the Property up to theClosing Date. Buyer shall pay: (a)anyenvironmental investigation costs; (b) costs oftitle insurance and endorsements;and(c) closing fees customarily charged by the title company. Each party shall pay its respective real estate broker andattorneys’fees. 12.INSPECTIONS. Buyer, its employees and agents, shall be entitled toa general 4 582649v3CL205-73 walkthrough inspection withintwodays of the Closing Date. 13.RISK OF LOSS. Ifthere is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shallbe onSeller. If the Property is destroyed or substantially damaged before the Closing Date, thisPurchaseAgreement shall become nulland void, atBuyer’s option.At the request of Buyer,Selleragreesto sign a cancellationof PurchaseAgreementand toreturn Buyer’s Earnest Money. 14.DEFAULT/REMEDIES. If Buyer defaults under thisPurchaseAgreement,Sellerhas the right to terminate thisPurchaseAgreement by giving written notice of such election to Buyer, which notice shall specify the default. If Buyer fails to cure such default within 5 days of the date of such notice,Sellershallterminate thisPurchaseAgreementandmayretain the Earnest Money as Seller’s liquidated damages, time being of the essence of thisPurchase Agreement. The termination of thisPurchaseAgreement(and retention of the Earnest Money) will be the sole remedies available toSellerfor such default by Buyer, and Buyer will not be further liable for damages. IfSellerdefaultsunder thisPurchaseAgreement, Buyer shall have the right (i) to terminate thisPurchaseAgreement(in which case Buyer shall be entitled to a refund of the Earnest Money), or (ii) to enforce and recover fromSellerspecific performance of thisPurchaseAgreement. The termination of thisPurchaseAgreement(and refund of the Earnest Money), or the enforcement and recovery fromSellerof specific performance of this PurchaseAgreement, shall be the sole remedies available to Buyer for such default bySeller, and Sellershall not be further liable fordamages. 15.RELOCATION BENEFITS; INDEMNIFICATION. Selleracknowledgesthatitis not being displaced from the Property as a result of the transaction contemplated by this PurchaseAgreement and thatitisnot eligible for relocation assistance and benefits or in the event thatSeller iseligible for relocation assistance and benefits, that the Purchase Price includes compensation for any and all relocation assistance and benefits for whichSellermay be eligible. The provisions of this paragraph shallsurvive closing of the transaction contemplated bythis PurchaseAgreement. 16.NOTICE. Any notice, demand, request or other communication which may or shall be given or served by the parties, shall be deemed to have been given or served on the date the same is personally served upon one of the following indicated recipients for notices or is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid and addressed as follows: SELLER:500,LLC Attn:Ned Abdul 510 First Avenue North, Suite 600 Minneapolis, MN 55403 5 582649v3CL205-73 BUYER:Columbia HeightsEconomic Development Authority Attn:Executive Director th 590 40Avenue NE Columbia Heights, MN 55421 With a copy to: Martha Ingram, Esq. Kennedy & Graven, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 17.ENTIRE AGREEMENT. ThisPurchaseAgreement,including exhibitsattached hereto, and anyamendmentsheretosigned by the parties, shall constitute the entire agreement between SellerandBuyerand supersedes any other written or oral agreements between the parties relating to the Property.ThisPurchaseAgreement can be modified only in a writing properly signed onbehalf ofSellerandBuyeror their respective successors orassigns. 18.SURVIVAL. Notwithstanding any other provisions of law or court decision to the contrary,the provisions of thisPurchaseAgreement shall survive closing. 19.BINDING EFFECT. This Agreement binds and benefits the parties and their successors and assigns.Buyershall have the right to assign this Agreement without thepriorconsent of the Seller. Following such assignment,Buyershall promptly provide theSellerwith a copy of the executed Assignment and Assumption Agreement, pursuant to which the assignee shall assume all responsibilities and obligations of theBuyerunder this Agreement. (the remainder of this page intentionally left blank) 6 582649v3CL205-73 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year above. Buyer:Seller: Columbia HeightsEconomic Development500,LLC Authority By:________________________________ By: ___________________________________________________________ Its:President By: ________________________________ Its:Executive Director 7 582649v3CL205-73 EXHIBIT A Legal Description of Property PARCEL 1 (Abstract and Torrens Property): Lot 32, Block 6, Reservoir Hills, Anoka County, Minnesota. Lots 25 through 28, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills, Anoka County, Minnesota. The vacated alley adjacent to Lots 25 through 28, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6,Reservoir Hills, Anoka County, Minnesota. Those parts of Lots 28 through 31, Block 6, Reservoir Hills; Lots 23. and 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills; and of the vacated alley adjacent to Lot 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills; lying southwesterly and westerly of the following described line: Beginning at a point on the south line of Block 1, Walton's Rearrangement, said point being 18.00 feet West of the southeast corner of Lot 23, of said Block 1, Walton's Rearrangement; thence Northerly on a line 18.00 feet West of and parallel with the east line of Lot 23 a distance of 87.00feet; thence on a straight line to a point on the north line of Lot 30of said Block 6,Reservoir Hills, said point being 47.23 feet Easterly of the northwest comer of said Lot 30 and there terminating. The following portion of the above description being registered land: That part ofLot Twenty-three (23),Block (1), Walton's Rearrangement of Lots Thirty-three(33) and Thirty-four(34), Block Six (6), Reservoir Hills, lying southwesterly and westerlyof the following described line: Beginning at a point on the South line of said Block 1, Walton's Rearrangement, said point being 18.00 feet West of the southeast comer of Lot 23 of said Block 1, Walton's Rearrangement: thence Northerly on a line 18.00 feet West of and parallel with said east line of Lot 23, a distance of87.00 feet; thence on a straight line to a point on the north line of Lot 30of said Block 6,Reservoir Hills, said point being 47.23feet Easterly of the northwest comer of said Lot 30 and there terminating. PARCEL 2(Abstract Property): Those parts of Lots 27 through 31, Block 6, Reservoir Hills and those parts of Lots 23 and 24, Block 1, Walton's Rearrangement of Lots 33 and 34, Block 6,Reservoir Hills and of the vacated alley abutting Block 1, "Walton's Rearrangement of Lots 33 and 34, Block 6, Reservoir Hills", as dedicated in said plat, lying within the following described tract:Commencing at a point on the south line of said Block 1, Walton's Rearrangement distant 18.00 feet westof the southeast corner of Lot 23, said Block 1, Walton's Rearrangement;thence northerly on a line18.00 feet west of and parallel with the east line of saidLot 23, a distance of 87.00 feet,to the actual point of beginning of the tract to be described;thence continuing northerly on the extension of said line to the north line of Block 6, Reservoir Hills; thence westerly along said north line of Block 6,to apoint being 47.23feeteasterly of the northwestcornerof Lot 30,Block 6, Reservoir Hills; A-1 582649v3CL205-73 thence southeasterly,to the point of beginning; Excepting therefrom Tract A, Registered Land Survey No. 250, Anoka County, Minnesota. PARCEL 3(Torrens Property): Tract A, Registered Land Survey No. 250, Anoka County, Minnesota. PARCEL 4 (Abstract andTorrens Property): Non-exclusive right to the use of the Parking Ramp as set forth in Part II, Article I, Construction and Use of Parking Ramp, in the Management Agreement for Parking Facilities and Lease of the Plaza Property, between the Housing and Redevelopment Authority in and for the City of Columbia Heights, and Terry Evenson, dated July 20, 1982, recorded February 9, 1983, as Doc. No. 124953 (Torrens) and as Document No. 607127 (Abstract), which was assigned by Terry Evenson to Zaidan Holdings, Inc., by the Assignment of Management Agreement, dated June 27, 1988, recorded July 26, 1988 as Doc. No. 177292 (Torrens) and as Doc. No. 816367 (Abstract), which was thereafter assigned by Zaidan Holdings, Inc. to Mobilia, Ltd., by the Assignment of Management Agreement,dated March 10,1988, recorded September 4, 1997 as Doc. No. 300560 (Torrens) and as Doc. No. 1295184 (Abstract), which was thereafter assigned by Mobilia Ltd., to Lake-State Properties, Inc., by the Assignment of Parking Agreements, dated July 14, 1997, recorded September 4, 1997 as Doc. No. 300561 (Torrens) and as Doc. No. 1295185 (Abstract), and which was thereafter assigned by Lake-State Properties, Inc., to Equity Partners, LLC, by the Assignment of Parking Ramp Lease, dated October 30, 2002, recorded November 13, 2002 as Doc. No. 412198 (Torrens) and as Doc. No. 1730236 (Abstract), and which was thereafter assigned by Equity Partners, LLC, to Stadium Village Properties, LLC, by the Assignment and Assumption of Parking Ramp Lease, dated April 3, 2008, recorded April 4, 2008 as Doc. No. 494729.002 (Torrens) and as Doc. No. 1999840.002 (Abstract). A-2 582649v3CL205-73 EXHIBIT B Schedule B-II ofTitle Commitment THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP,FAMILIALSTATUS,ORNATIONALORIGIN. ThePolicywillnotinsureagainstlossor damageresultingfromtheterms andprovisions ofanyleaseor easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1.Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all oftheScheduleB,PartI-Requirementsaremet. 2.Rightsorclaimsofpartiesinpossessionnotshownbythepublicrecords. 3.Anyencroachment,encumbrance,violation,variationoradversecircumstanceaffecting theTitlethat wouldbedisclosedbyanaccurateandcompletelandsurveyoftheLand. 4.Easementsorclaimsofeasementsnotshownbythepublicrecords. 5.Anylien,orrighttoalien,forservices,laborormaterialheretoforeorhereafterfurnished, imposedbylaw andnotshownbythepublicrecords. 6.Taxesorspecialassessmentswhicharenotshownasexistingliensbythepublicrecords. 7.Generalandspecialtaxesandassessmentsashereafterlisted,ifany(allamountsshown beingexclusive of interest, penalties andcosts): A.Realestatetaxespayablein2019are$95,399.56andarehalfpaid. Base tax $94,036.66 Property Identification No. 36-30-24-32-0110 (Parcel 1) Real estate taxes payable in 2019 are $6,617.91 and are half paid. Base tax $6,564.68 Property Identification No. 36-30-24-32-0261 (Parcel 2) Real estate taxes payable in 2019 are $160.28 and are half paid. Base tax $160.28 Property Identification No. 36-30-24-32-0258 (Parcel 3) NOTE: There are no delinquent taxes of record. B.Therearenoleviedorpendingassessmentsofrecord. 8.Rights or claims of tenants, as tenants only,in possession under unrecordedleases. 9.Minerals and mineral rights reserved by the State of Minnesota as shown by recital on the Certificateof Title. (Parcels 1 and3) 10.Mineral and mineral rights reserved by the State of Minnesota as evidenced by a Conveyance ofForfeited Lands dated February 25, 1946, filed March 7, 1946, as Document No.115817. (Parcel1) B-1 582649v3CL205-73 11.Roadway and utility easement shown in Quit-Claim Deed dated September 17, 1981, filed October 20, 1981, as Document No.580233(Abstract); and in Quit Claim Deed dated October 23, 1981, November 6, 1981, as Document No.581375(Abstract). (Parcels 1 and2) 12.Easements for utility and roadway purposes reserved in Quit Claim Deed dated December 30, 1983,filed February 24, 1984, as Document No.636379(Abstract), and filed January 18, 1984, as Document No. 131492 (Torrens). (Parcels 2 and3) 13.Easement for road, public sidewalk and landscape purposes created by Second Amended Findings of Fact, Conclusions of Law, and Order Transferring Title and Possession Pursuant to Minn. Stat.Section 117.042 filed January 14, 2002, as Document Nos.1636936(Abstract) and 388444 (Torrens); and by Final Certificate of Attorney for Petitioner filed February 18, 2005, as Document No. 1973084.002(Abstract) and as Document No. 481861.002 (Torrens). (Parcels 1 and 2) 14.Terms and conditions of Management Agreement for Parking Facilitiesand Lease of the Plaza Property dated July 20, 1982, filed February 9, 1983, as Document Nos.607127 (Abstract) and124953(Torrens), by and between the Housing and Redevelopment Authority in and for the City of Columbia Heights, a public body corporate and politic, referred to as "Agency," and Terry Evenson, a single person, referredto as "Redeveloper". Grants Redeveloper aleasehold interest and right of first refusal in Parcels 2 and 3 and a right to use and option to purchase otherland. The interest of redeveloper was assigned to Zaidan Holdings, Inc., a Canadian corporation, by Assignment of Management Agreement for Parking Facilities and Lease of the Plaza Property dated June 27, 1988, filed July 26, 1988, as Document Nos.816367(Abstract) and177292 (Torrens). The interest of redeveloper was further assigned to Mobilia, Ltd., a Delaware corporation, by Assignment of Management Agreement for Parking Facilities and Lease of the Plaza Property dated March 10,1995, filed September 4, 1997, as Document Nos.1295184 (Abstract) and300560(Torrens). The interest of redeveloper was further assigned to Lake-State Properties, Inc., a Minnesota corporation, by Assignment of Parking Agreements dated July 14, 1997, filed September 4, 1997, as Document Nos.1295185(Abstract) and300561(Torrens). TheinterestofredeveloperwasfurtherassignedtoEquityPartnersLLC,alimitedliability company,by Assignment of Parking Ramp Lease dated October 30, 2002, filed November 13, 2002, as DocumentNos.1730236(Abstract) and 412198(Torrens). TheinterestofredeveloperwasfurtherassignedtoandassumedbyStadiumVillage Properties,LLC,a Minnesota limited liability company, inAssignment and Assumption of Parking Ramp Lease datedApril 3, 2008, filed April 4, 2008, as Document Nos. 1999840.002(Abstract) and 494729.002(Torrens). Stadium Village Properties,LLC, as redeveloper, acquired the fee simple interest in Parcels 2 and 3 by Quit Claim Deed dated December 16, 2009, filed January 7, 2010, as Document Nos.2012461.003(Abstract) and500344.002 (Torrens). The interest of Stadium Village Properties, LLC was assigned to Venture Bank, a Minnesota banking corporation, by Assignment and Assumption of Management Agreement for Parking Facilities, Lease of the Plaza Property and Option to Purchase the Parking Property dated June 9, 2014, filed June 23, 2014, as Document Nos.2084704.003(Abstract) and 523989.003 (Torrens). B-2 582649v3CL205-73 The interest of Venture Bank was assigned to 500,LLC, a Minnesota limited liability company, by Assignment and Assumption of Management Agreement for Parking Facilities and Lease of the Plaza Property dated May 27 2015, filed June 9, 2015, as Document Nos.2110051.002 (Abstract) and 531067.002 (Torrens). Affected by Affidavit dated April 4, 2019, filed April 9, 2019, as Document No.2224133.001 (Abstract). (Not filed in Torrens) (Affects Parcels 2 and 3 and other land. A number of the above documents also appear as memorials on the Torrens Certificate for Parcel 1, but do not appear to affect that land) 15.TermsandconditionsofanunrecordedLeaseandAssignment,asshownbyMemorandum ofRooftop Lease and Partial Assignment Agreement dated June 10, 2011 and June 13, 2011, filed August 23, 2011, as Document Nos.2023971.003(Abstract) and 505589.003 (Torrens), by and betweenStadium Village Properties, LLC, a Minnesota limited liability company, lessor, and Crown Castle AS LLC, a Delaware limited liability company, lessee. (Parcel1) 16.The following appears as a memorial on the Certificate of Title. While the Company will affirmatively insure against loss or damage sustained by the Insured arising as a result of this matter affecting title to theLand, neither Commercial Partners Title, LLC nor Old Republic National Title Insurance Company will undertake to have the memorial removed from the Certificate ofTitle: a. Collateral Assignment of Management Agreement for the Parking Facilities and Lease of Plaza Property and Option to Purchase Parking Property dated September 28, 2012, filed December 6,2012, as Document No.512229.002, executed by Stadium Village Properties, L.L.C., a Minnesota limited liability company, as borrower, to Venture Bank, a Minnesota banking corporation, aslender. Document was given as additional security for that certain Mortgage and Security Agreement and Fixture Financing Statement filed as Document No. 494729.003, which has been deleted from the Certificates of Title by Order in Proceedings Subsequent dated May 12, 2016, filed May 13, 2016, as Document No.538682.002. (Parcels 1 and 3) B-3 582649v3CL205-73 AGENDA SECTIONBUSINESS ITEM ITEM NO.10 MEETING DATEJULY 22, 2019 CITYOF COLUMBIA HEIGHTS–ECONOMIC DEVELOPMENTAUTHORITY RESOLUTIONNO.2019-11 Aresolution of the Economic Development Authorityin and for the City ofColumbia Heights, Minnesota, approving aninter-fund loanfrom City of Columbia Heightsto Economic Development Authority Redevelopment Fund 408. Whereasby separate action,theEconomic Development Authorityseeks to acquire certain real property at 3989 Central Avenue Northeast forsubsequentsalewithin theCity of Columbia Heights; and Whereas,the Economic Development Authority requires temporary financing for approximately one-third of this proposed acquisition; and Whereas, the Cityand EDA havedetermined both that the proposed acquisition and resaleare consistent with their goals and purposes, and the Cityhas sufficient resources to provide such temporary financing; and Whereas, the Cityand theEconomic Development Authorityagree to the following internal loan terms for this temporary financing: 1.Principal of $1 millionwillbeadvanced by the City on the acquisitiondate 2.Interestaccrues at zero percent per annum during the first year following the acquisition date. 3.Interest accrues at one percent per annum after the first year following theacquisition date. 4.All principal and accrued interestwillbe repaid by the Economic Development Authority on the resale date. Now, therefore, in accordance with allregulationsof the Economic Development Authority in and for the City of Columbia Heights,the Boardof theEconomic Development Authority in and for theCity of Columbia Heights makes the following: ORDER OFECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COLUMBIA HEIGHTS IT IS HEREBY RESOLVED, thattheEconomic Development Authority inand for theCity of Columbia Heights approvesaninter-fund loan from the City of Columbia Heights toEconomic Development Authority Redevelopment Fund 408. Passed this _________ day of ______________________, 2019 Offered by: Seconded by: RollCall: President Attest: Secretary