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HomeMy WebLinkAboutEDA - January 7, 20141685 CROSSTOWN BOULEVARD N.W. • ANDOVER, MINNESOTA 55304 • (763) 755 -5100 FAX (763) 755 -8923 • WWW.ANDOVERMN.GOV ECONOMIC DEVELOPMENT AUTHORITY MEETING January 7, 2014 6:00 p.m. Conference Rooms A & B 1. Call to Order — 6:00 p.m. 2. Approval of Minutes (December 3, 2013) 3. Organizational Items 4. Approve Purchase Agreement with DST, Inc. 5. Andover Station North Update 6. Redevelopment Discussion 7. Other Business 8. Adjournment ANDOVEA 1685 CROSSTOWN BOULEVARD N.W. • ANDOVER, MINNESOTA 55304 • (763) 755 -5100 FAX (763) 755 -8923 • WWW.ANDOVERMN.GOV TO: Economic Development Authority CC: Jim Dickinson, City Administrator FROM: Michelle Hartner, Deputy City Clerk SUBJECT: Approval of Minutes DATE: January 7, 2014 INTRODUCTION The following minutes were provided by Staff reviewed by Administration and submitted for EDA approval: December 3, 2013 Regular DISCUSSION The minutes are attached for your review. ACTION REQUIRED The EDA is requested to approve the above minutes. Respectfully submitted, '- Michelle Hartner Deputy City Clerk Attach: Minutes 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 ANDOVER ECONOMIC DEVELOPMENT AUTHORITY MEETING DECEMBER 3, 2013 - MINUTES A meeting of the Andover Economic Development Authority Gamache, December 3, 2013, 6:00 p.m., at the Andover City l Andover, Minnesota. _= Present: Absent: Also present: APPROVAL OFMINUTES November 19, 2013, Regular Motion by Knight, Seconded unanimously. APPROVE-PURGHASE AG Mr. Carlberg indicated staff h contacted by DSTI's attorney need to be worked through w Commissioners Trade, Robert N None Community Dev Executive Direcl Joyce Director, the INC. I to order by President Mike Crosstown Boulevard NW, Mike Knight, Julie as presented. Motion carried re fi purchase agreement tonight, however staff was the EDA meeting and there are some issues that still Commissioner Trade stated she-would like to see the following items be placed in the purchase agreement: 1. The size of the building to be constructed. 2. Materials to be used, as required in the Andover Station North guidelines. 3. A timeline of when the building will be constructed. The EDA discussed the items brought up by Commissioner Trade. Commissioner Howard indicated he does not agree with Commissioner Trade by putting a timeline in the purchase agreement. He asked why have a timeline in the purchase agreement when it cannot be enforced. Commissioner Twistol suggested asking DSTI for continual status reports. Mr. Dickinson indicated a status report is given by each business at the annual Andover Station North Owners Andover Economic Development Authority Meeting Minutes — December 3, 2013 Page 2 1 Association Meeting. 2 3 Mr. Dickinson indicated staff will continue to work with the City Attorney and DSTI's attorney. 4 The purchase agreement will be brought back to the EDA at the January meeting. 5 6 EDA ACTIVITY— PROJECT STATUS REPORT 7 8 Mr. Carlberg updated on the following: 9 10 2014 Special EDA Events — No events were held this year. Staff contacted MINNCOR for a 11 quote to manufacture a dock/pier for the pond near Target. MINNCOR indicated they are not 12 interested in building a dock/pier beyond their current standard designs. 13 14 The pond area and dock/pier were discussed. 15 16 Mr. Carlberg indicated staff will work on plans for a smaller scale dock/pier and contact a local 17 Boy Scout interested in constructing a project in the City. 18 19 2014 Andover Business Development Day — The date for this event is June 18, 2014 at the Rum 20 River Hills Golf Club. A signed contract has been completed. 21 22 Andover Station North — The last two Andover Station North sites are actively being marketed 23 as are the parcel next to Kottkes and the TCF parcel. 24 25 Crosstown/Bunker Redevelopment Sites — Staff received a notice from the MPCA indicating the 26 MPCA is requiring a limited site investigation for the Stop -N -Shop parcel. Staff has contacted 27 SEH for a proposal. Staff anticipated some clean -up at the site. Once a proposal from SEH is 28 received this item will be back for EDA approval. 29 30 APPROVE 2014 EDA BUDGET 31 32 Mr. Dickinson reviewed the 2014 EDA Budget. 33 34 Motion by Trude, Seconded by Knight to adopt the proposed 2014 EDA Budget. Motion carried 35 unanimously. 36 37 OTHER BUSINESS 38 39 There was none. 40 41 42 43 ADJOURNMENT 44 Andover Economic Development Authority Meeting Minutes — December 3, 2013 Page 3 Motion by Howard, Seconded by Bukkila to adjourn. Motion carried unanimously. The meeting adjourned at 6:59 p.m. 4 Respectfully submitted, 5 Michelle Hartner, Recording Secretary C I T Y O F ND OVE 1685 CROSSTOWN BOULEVARD N.W. • ANDOVER, MINNESOTA 55304 • (763) 755 -5100 FAX (763) 755 -8923 • WWW.CI.ANDOVER.MN.US TO: President and Commissioners FROM: Jim Dickinson, Executive Director SUBJECT: Organizational Items - Appoint Officers of the Andover Economic Development Authority (EDA) DATE: January 7, 2014 INTRODUCTION The Andover EDA is comprised of seven (7) commissioners, five (5) commissioners are the members of the Andover City Council serving terms that coincide with their Council terms and two (2) voting resident members serving six (6) year terms. DISCUSSION The current Andover EDA officers with EDA term and staff appointments are as follows: President Mike Gamache Vice - President Julie Trude Secretary Tony Howard Treasurer Mike Knight Assistant Treasurer Sheri Bukkila Resident Commissioner Robert Nowak, Sr Resident Commissioner Joyce Twistol Executive Director Jim Dickinson Staff Executive Director Jim Dickinson Recording Secretary Michelle Hartner Staff Support Dave Carlberg ACTION REQUESTED (Term expires 01/05/15) (Term expires 01105115) (Term expires 01105115) (Term expires 01/02/17) (Term expires 01/02/17) (Term expires 01/01/14) (Term expires 01/01/14) Appoint officers for the EDA and appoint the Support Staff. submitted, ND OVE: D 1685 CROSSTOWN BOULEVARD N.W.. ANDOVER, MINNESOTA 55304 . (763) 755 -5100 FAX (763) 755 -8923 • WWW.CI.ANDOVER.MN.US TO: EDA President and Board CC: Jim Dickinson, Executive Directo FROM: David L. Carlberg, Community Development Director SUBJECT: Discuss /Approve Purchase Agreement with DST, Inc. for the Sale of Lot 1, Block 2, Andover Station North DATE: January 7, 2014 RE UEST The EDA is requested to approve the attached purchase agreement with DST, Inc. for the purchase of Lot 1, Block 2, Andover Station North. ' BACKGROUND The EDA held a public hearing and adopted the attached resolution at the September 3, 2013 meeting approving the land sale of the above described lot to DST, Inc. (See attached map). The EDA discussed the purchase agreement at the December 3, 2013 meeting. Discussion generally focused on the size of the building to be built, the timing of the construction of the building, and insuring that the building meets the Andover Station North Design Standards. The closing date in accordance with the agreement will be completed by July 1, 2014. At the time of distribution of the EDA packet, EDA staff and legal counsel were still negotiating terms of the purchase agreement with DSTI legal counsel; once negotiations are complete the purchase agreement will be distributed as a supplemental. ACTION REQUESTED The EDA is requested to approve the attached purchase agreement. y submitted, I l , �'V �)C Carlberg A September 3, 2013 EDA Resolution Approving Land Sale Location Map CITY OF ANDOVER EDA COUNTY OF ANOKA STATE OF MINNESOTA RESOLUTION NO.11003 -13 A RESOLUTION APPROVING THE LAND SALE OF A PARCEL LOCATED IN ANDOVER STATION NORTH WHEREAS, the City of Andover EDA has held a public hearing to gather public comments on the proposed land sale and to disclose the pending land sale of Lot I, Block 2, Andover Station North, and WHEREAS,, the findings substantiating that it is in the public interest to sell the EDA owned parcel to the buyer include the following: The land sale will increase local jobs and increase the local tax base. NOW, THEREFORE, BE ITRESOLVED by the EDA of the City of Andover, Anoka County, Minnesota, that the public hearing has been held and it has been found to be in the public's interest to sell EDA owned land described as Lot 1, Block 2, Andover Station North. Adopted by the EDA of the City of Andover this 3`d day of September, 2013. CITY OF ANDOVER EDA 7 "LL� ichael R. Gamache, President Attest: . , r MWilF ✓� Mic nelle Hartner — Deputy City Clerk C 1 '1 111 0 NDOVE 1: A Map 11VIG iir i1 ON, Iasi IL -110 b Vol MR! 01 iii m r-0531 MINI t. IF j i 3 13717 r 17 "A Disclaimer: Maps and documents made available to the public by the City of Andover are not legally recorded maps or surveys and are not Intended to be used as such. The maps and documents are created as part of the Geographic Information System (GIS) that complies records, Information, and data from various city, county, state and federal resources. w E Copyright 0 2013 City of Andover, All Rights Reserved 1685 CROSSTOWN BOULEVARD N.W. • ANDOVER, MINNESOTA 55304 • (763) 755 -5100 FAX (763) 755 -8923 • WWW.CI.ANDOVER.MN.US TO: EDA President and Board CC: Jim Dickinson, Executive Director FROM: David L. Carlberg, Community Development Director SUBJECT: Andover Station North Update DATE: January 7, 2014 INTRODUCTION Dynamic Sealing Technologies, Inc. (13901 Jay Street NW) Rd EDA was requested to approve the purchase agreement under a separate item on tonight's agenda. Hakanson Anderson has been retained to prepare an Alta Survey as required in the Purchase Agreement. The Alta Survey should be completed in the next 30days. Closing date is to occur on or before July 1, 2014. Pizza Ranch (13727 Jay Street NW) Construction has been completed except for the final bituminous wear course that will be installed in the spring of 2014. Trial opening occurred on December 27th with the soft opening occurring on December 30th. Grand opening scheduled for 10:00 a.m. on January 11 th Measurement Specialties (1711139"' Lane NW) Closing on the property occurred on December 30, 2013. TIF District 1 -6 is in the final stages of being certified now that the Assessment Agreement has been recorded. Site plans are currently being prepared. A spring groundbreaking is planned with an October completion date. ACTION REQUESTED Receive update. Respectfully submitted, David L. Carlberg A C I T Y A 1685 CROSSTOWN BOULEVARD N.W. • ANDOVER, MINNESOTA 55304 • (763) 755 -5100 FAX (763) 755 -8923 • WWW.CI.ANDOVER.MN.US TO: President and Commissioners FROM. Jim Dickinson, Executive Director David L. Carlberg, Community Deve opment Director SUBJECT: Redevelopment Area Discussion DATE: January 7, 2014 INTRODUCTION The EDA is requested to receive an update from staff on the redevelopment of the Bunker Lake Boulevard/Crosstown Drive /Crosstown Boulevard area. ACTION REQUESTED The EDA is requested to continue discussions on the redevelopment of this area. Respectfully submitted, David L. Carlberg PURCHASE AGREEMENT 1. PARTIES, This Purchase Agreement is made on , 2014, by and between Andover Economic Development Authority, a body corporate and politic, 1685 Crosstown Boulevard NW, Andover, Minnesota, (hereinafter referred to as "Seller ") and DST Properties, LLC, a Minnesota limited liability company, 13829 Jay Street N.W., Andover, MN 55304 (hereinafter referred to as "Buyer "). 2. OFFER/ACCEPTANCE. Buyer agrees to purchase and Seller agrees to sell real property legally described as follows: Lot 1, Block 2, ANDOVER STATION NORTH, according to the recorded plat thereof, Anoka County, Minnesota. Subject to and together with easements of record. (hereinafter referred to as the "Property "). The Purchase Agreement shall become effective upon the latest date of final execution hereof by Buyer and Seller (the "Effective Date "). 3. PURCHASE OF LOT WITH BUILDING OR VACANT LOT. (Check paragraph that pertains.) A. Buyer is purchasing the lot with an existing building. X B. Buyer is purchasing a vacant lot. 4. PRICE AND TERMS. The purchase price for the Property shall be estimated to be Nine Hundred Sixty -Two Thousand Four Hundred Nine and 55/100 Dollars ($962,409.55). This estimated price includes $901,236.79 for land, and $61,172.76 for park dedication fees, which Buyer shall pay as follows: Earnest money of Twenty Thousand and no /100 Dollars ($20,000.00), which sum shall be deposited with Registered Abstracters in Anoka, Minnesota within five (5) days after the Effective Date, and Nine Hundred Forty -Two Thousand Four Hundred Nine and 55 /100 Dollars ($942,409.55) cash on or before July 1, 2014 the "Date of Closing ", subject to the contingencies in paragraph 5 and 21 below, for which Buyer can reasonably extend the Date of Closing. Buyer shall have until the Closing Date within which to complete its due diligence. Thereafter, the earnest money shall become non - refundable. The estimated purchase price is based upon a lot estimated to be 316,458 gross square feet and 21,425 square feet of power line easement and 20,160 square feet of drainage and utility easement. Actual net square footage shall be determined by a survey of the Property and by taking the gross square footage of the property and deducting the existing power line easement, drainage and utility easements and all other easements (the "Easement Area ") located upon the Property ( "Net Square Footage "). The price herein represents a per square foot price for the Net Square Footage of $3.35 and $1,00 per square foot for the easement area. Said price includes the land; park dedication fees; non- residential water area charges and assessments; sewer area charges and assessments; and water and sewer lateral charges. After a survey of the property is completed by the AEDA as required in paragraph 8 herein, and the actual gross square footage and net square footage are known, the purchase price shall be adjusted to reflect the change in the area based upon the square foot price set out in this paragraph and the final purchase price is calculated (the "Purchase Price "). 5. CONTINGENCIES. Buyer's obligations sunder this Purchase Agreement are contingent upon the following: (a) Seller shall permit Buyer, at Buyer's expense, to enter the Property to conduct investigations and testing and Buyer shall be completely satisfied with the environmental and soil conditions of the Property, as determined by Buyer in Buyer's sole discretion. (b) Buyer shall have obtained all zoning, land use, signage, watershed, environmental and other governmental approvals and permits Buyer shall deem necessary to use the Property in the manner contemplated by Buyer, including, but not limited to, a frill building permit for a building conforming to Seller's design standards which Buyer determines can be built for a price acceptable to Buyer, all as determined by Buyer in Buyer's sole discretion. (c) Buyer shall have determined that the roads, easements, driveways, utilities, points of access and other infrastructure serving the Property will be adequate for Buyer's purposes, as determined by Buyer in Buyer's sole discretion. (d) On or before the Date of Closing, Title shall have been found acceptable, in accordance with the requirements and terms of Sections 13 and 14 below. (e) Buyer, on or before the Date of Closing, shall have received, reviewed and determined that it is satisfied with the matters disclosed by the survey of the Property. (f) The representations and warranties made by Seller in Section 9 shall be correct as of the Date of Closing with the same force and effect as if such representations and warranties were made at such time. (g) Seller shall comply with the requirements and terms of Sections 22, 23 and 24 below. In the event any of the above contingencies have not been satisfied or waived by Buyer on or before the Date of Closing, this Agreement shall be voidable at the option of the Buyer. 6. DEED /MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Warranty Deed conveying marketable title, subject only to: A. Building and zoning laws, ordinances, state and federal regulations; 2 B. Restrictions relating to use or improvement of the property without effective forfeiture provisions which do not interfere with Buyer's intended use of the property; C. Reservation of any mineral rights by the State of Minnesota, if any, D. Utility and drainage easements which do not interfere with Buyer's intended use of the property. E. Declaration of Covenants filed by the Andover Economic Development Authority. (Seller must provide this document to Buyer and give Buyer ten (10) business days to review and accept.) 7. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes due and payable in and for the year of closing shall be prorated between Seller and Buyer on a calendar year basis to the actual Date of Closing. Seller shall pay on Date of Closing all special assessments for street, storm sewer, sanitary sewer, water main and water area charges and sewer area charges and any and all other special assessments against the Property levied, deferred and pending as of the date of closing, including those certified to the current year's real estate taxes. Buyer shall pay real estate taxes due and payable in the year following closing and thereafter and any unpaid special assessments payable therewith and thereafter. Seller makes no representation concerning the amount of future real estate taxes or of fiiture special assessments. 8. SELLER'S OBLIGATIONS. (a) Seller warrants that there has been no labor or material furnished to the property in the past 120 days for which payment has not been made, Seller warrants that there are no present violations of any restrictions relating to the use or improvement of the property. These warranties shall survive the delivery of the warranty deed. (b) On or before April 1, 2014, Seller, at its sole cost and expense, shall deliver to Buyer and Title Company a survey (the "Survey ") of the Property, prepared by a surveyor licensed in the State of Minnesota, dated subsequent to the date of this Agreement, certified in favor of Buyer, Buyer's nominee, if any, and the Title Company as having been prepared in accordance with the Minimum Standard Detail Requirements for Urban Class land title surveys jointly established by ALTA, ACSM and NSPS (as revised in 2011) and prepared in accordance with the accuracy standards prescribed therein, including Table A Items 1, 2, 3, 4, 5, 6, 8, 11(b), 13, 16, 17 and 18 disclosing the state of facts existing on the date of such certification and showing and certifying the gross acreage and the Net Area of the Property. The Survey shall contain the surveyor's certification that the Property or any part thereof is not located within a wetland or an area that has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental agency as having or being subject to 3 special flood hazards or shall, in the alternative, identify and designate such areas and certify the gross acreage of such areas. (c) Seller shall cause all sanitary sewer, water and stonn drainage utilities to be constricted to the edge of the property at Seller's expense and warrants that the same shall be in place on the Date of Closing. Such obligation shall not include the sanitary sewer connection fee, sewer availability charge and water unit connection charges to be paid. Said charges shall be the responsibility of the Buyer. Seller shall be responsible to pay for any sewer area charge, water area charge, sewer lateral charge and water lateral charge. Seller shall cause all electric, gas, telephone and cable utilities to be constructed to the edge of the property at Seller's expense. 9. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to and covenants with Buyer that: (a) Seller is the owner of fee simple title to the Property and that Seller has the power and authority to enter into and perform the terms and conditions of this Agreement, and such performance will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which Seller is a party or by which it is bound, or constitute a default under any of the foregoing; this Agreement is valid, binding and enforceable against Seller in accordance with its terms. (b) Seller has not received any notice of and Seller is not aware of any violation of any law, municipal ordinance or other governmental requirement affecting the Property, including without limitation any notice of any fire, health, safety, building, pollution, environmental or zoning violation. (c) Seller has not received any written notice of any condemnation or eminent domain proceedings, or negotiations for purchase in lieu of condemnation, relating to the Property, or any portion thereof; and Seller has no actual laiowledge that any condemnation or eminent domain proceedings have been commenced or threatened in connection with the Property, or any portion thereof. (d) (1) The Property (A) is not subject to any private or governmental lien or judicial or administrative notice, order or action relating to Hazardous Substances or environmental problems, impairments or liabilities with respect to the Property and (B) to Seller's knowledge, is not in, or with any applicable notice and /or lapse of time, and /or failure to take certain curative or remedial actions, will not be in violation of any Environmental Laws (as herein defined). (2) Seller shall not allow, prior to the Date of Closing, any Hazardous Substances to exist or be stored, generated, used, located, discharged, released, possessed, managed, processed or otherwise handled on the Property, and shall comply with all Enviromnental Laws affecting the Property. (3) Seller shall immediately notify Buyer should Seller become aware of (A) any Hazardous Substance or other environmental problem or liability with 4 respect to the Property, (B) any lien, order, action or notice of the nature described in subparagraph (1) above, or (C) any litigation or threat of litigation relating to any alleged unauthorized release, discharge, generation, use, storage or processing of any Hazardous Substance or the existence of any Hazardous Substance or other environmental contamination, liability or problem with respect to or arising out of or in connection with the Property. As used herein, "Hazardous Substances" means any matter giving rise to liability under the Resource Conservation and Recovery Act, 42 U.S,C. Section 6901 e_ t seg., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et sea. (including the so- called "Superfund" amendments thereto), or other applicable, federal, state or local statute, law, ordinance, rule or regulation governing or pertaining to any hazardous substances, hazardous wastes, chemicals or other materials, including without limitation asbestos, polychlorinated biphenyls, radon, petroleum and any derivative thereof, or any common law theory based on nuisance or strict liability (all of the foregoing statutes, laws, ordinances, rules, regulations and common law theories being sometimes collectively hereinafter referred to as "Environmental Laws "). Anything in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that with the exception of any Environmental Law violations committed by Buyer or its agents, Buyer does not assume or agree to be responsible for, and Seller hereby agrees to defend, indemnify and hold Buyer harmless from and against, any and all claims, obligations and liabilities and all costs, expenses and attorney's fees incurred, based upon or arising out of any obligation, liability, loss, damage or expense, of whatever kind or nature, contingent or otherwise, known or unknown, incurred under, or imposed by, any Environmental Laws arising out of the Property and of any act or omission by Seller or its employees or representatives prior to the Closing. (e) No litigation or proceedings are pending or, to Seller's knowledge, contemplated, threatened or anticipated, relating to the Property, or any portion thereof. (f) Seller has no knowledge of any unrecorded agreements, undertakings or restrictions which affect the Property. There are no tenants, persons or entities occupying any portion of the Property and no claim exists against any portion of the Property by reason of adverse possession or prescription. (g) To the Seller's knowledge (i) there is no obligation with respect to the Property for any assessment, annexation fee, payment, donation or the like, (other than general real estate taxes, sewer connection fee, sewer availability charge and water unit connection charge, which are required to be paid by the Buyer); (ii) there are no obligations in connection with the Property of any so- called "recapture agreement" involving refimd for sewer extension, oversizing utility, lighting or like expense or charge for work or services done upon or relating to the Property or otherwise; and (iii) there is no unexecuted paving agreement or undertaking with any government agency respecting construction or any acceleration or de- acceleration lane, access, or street lighting. 61 (h) To the best of Seller's knowledge, the Property is properly zoned for Buyer's intended use of the Property. (i) Within twenty one (2 1) days of the Effective Date, Seller shall deliver to Buyer for Buyer's use and review of the Property, all background information and documents for the Property, including engineering reports, soils study reports and environmental studies or assessments in possession of Seller. (j) Seller represents and warrants that the Property is a buildable parcel without the need of any soil corrections and that Seller shall perform and /or pay for all soil corrections and environmental remediation to the Property, if required. This warranty shall survive Closing. If, prior to the Date of Closing, Seller obtains knowledge of a fact or circumstance the existence of which would constitute a breach by Seller of its representations and warranties here-wider or would render any such representations and warranties materially untrue or incorrect, Seller shall promptly notify Buyer in writing of the same. Under said circumstances, and in addition to any other right or remedy that may be available to Buyer, Buyer, at its option, may terminate this Agreement without further liability by giving written notice thereof to Seller, in which event the earnest money shall promptly be returned to Buyer. All representations, warranties, covenants, indemnities and undertakings made herein shall be deemed remade as of Closing and shall be true and correct as of Closing and shall be deemed to be material and have been relied upon by the parties, notwithstanding any investigation or other act of Buyer heretofore or hereafter made, and shall survive Closing and execution and delivery of the General Warranty Deed for a period of eighteen (18) months, except for the representation and warranty at paragraphs 90) and 22 which shall survive until the earlier to occur of twelve (12) months after Buyer receives a Certificate of Occupancy for a building constructed on the Property or one hundred twenty (120) months after Closing. 10. BUYER'S OBLIGATIONS. (a) Buyer shall construct a building upon the property which will be in conformance with Andover Station North Design Guidelines. Buyer's obligation shall survive the closing on this transaction. (b) Buyer acknowledges that it has had (and will have) an adequate opportunity to inspect the Property and, upon closing the transaction contemplated by this Agreement, shall be deemed to have, subject to the express warranties herein contained, accepted that Property in "AS IS" and "WHERE IS" condition with any and all faults, except as specifically provided in this Agreement. Seller hereby disclaims all warranties, whether oral or written, express or implied, as to the Property's merchantability, fitness for a particular purpose, condition, type, quantity or quality, except as specifically provided otherwise in this Agreement. 11. DISCLOSURE OF NOTICES. Seller has not received any notice from any governmental authority as to violation of any law, ordinance or regulation. If the property is 6 subject to restrictive covenants, Seller has not received any notice from any person as to a breach of the covenants. 12. POSSESSION. Seller shall deliver possession of the property not later than Date of Closing. 13. EXAMINATION OF TITLE. Title examination will be conducted as follows; A. Seller's Title Evidence. Seller shall furnish to Buyer, within a reasonable time after execution of this Agreement, a commitment ( "Title Commitment ") for an ALTA form Owner's Policy of Title Insurance, certified to date to include proper searches covering bankruptcies, State and Federal judgments and liens, insuring title to the Property deleting standard exceptions and including affirmative insurance regarding zoning, contiguity, appurtenant easements and such other matters as may be identified by Buyer, in the amount of the Purchase Price issued by a title insurance company acceptable to Buyer, subject only to the Permitted Encumbrances. B. Buyer's Objections. Buyer shall be allowed thirty (30) business days after receipt for examination of title and malting any objections, which shall be made in writing or deemed waived. 14. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10) business days, notify Buyer of Seller's intention of make title marketable within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. A. If notice is given and Seller makes title marketable, then upon presentation to Buyer and proposed lender of documentation establishing that title has been made marketable, and if not objected to in the same time and manner as the original title objections, the closing shall take place within ten (10) business days or on the scheduled Date of Closing, whichever is later. B. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may, as its sole remedy, cancel this contract as provided by statute and retain the Earnest Money deposited with Registered Abstracters, as referenced in paragraph 4 above, as liquidated damages. C. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, Buyer may, as permitted by law: (1) Cancel this contract as provided by statute; 7 (2) Seek specific performance within six (6) months after such right of action arises. D. If notice is given and Seller proceeds in good faith to make title marketable but the one hundred twenty (120) day period expires without title being made marketable, Buyer may declare this Agreement null and void by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest money shall be refunded to Buyer. E. If Seller does not give notice of intention to make title marketable, or if notice is given but the one hundred twenty (120) day period expires without title being made marketable due to Seller's failure to proceed in good faith, Buyer may seek, as permitted by law, any one or more of the following: (1) Proceed to closing waiving the objections to title; (2) Rescission of this Purchase Agreement by notice as provided herein, in which case the Purchase Agreement shall be null and void and all earnest money paid hereunder shall be refunded to Buyer; (3) Damages from Seller including costs and reasonable attorney's fees, as permitted by law; (4) Specific performance within twelve (12) months after such right of action arises. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT. 15, NOTICES. All notices required herein shall be in writing and delivered personally or mailed to the address as shown at paragraph I above aid, if mailed, are effective as of the date of mailing. 16. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 17. WELL AND FUEL TANK DISCLOSURE. Seller certifies that the Seller does not kazow of any fuel tanks or wells on the described real property. 18. INDIVIDUAL SEWAGE TREATMENT SYSTEM DISCLOSURE. Seller certifies that there is no individual sewage treatment system on or serving the property. 19. PAYMENT OF CLOSING COSTS. Each party will pay closing costs which are nonnally allocated of Buyers and Sellers in a real estate transaction. 20. ASSIGNMENT. Buyer shall have an unconditional right to assign this Agreement, and either party may assign the rights under this Agreement at any time; provided that no such assigmnent will relieve the assigning party of its obligations under this Agreement. Any assignee to this Agreement shall be bound to the same obligations and responsibilities of the assigning party as contained in this Agreement. 21. PARK DEDICATION FEES. Seller shall be responsible for payment of all park and trail dedication fees due the City of Andover for development by Buyer of the Property. 22. HAZARDOUS WASTE ISSUES. Seller was the responsible party for a voluntary cleanup of an auto salvage yard previously located immediately south of the Property and other abutting property. The WDE Landfill is located approximately 600 feet north of the Property. The Property remains subject to restrictions pursuant to a Memorandum filed against the Property by the US Environmental Protection Agency and /or the Minnesota Pollution Control Agency. Most of the restrictions have been released. Seller obtained a Limited No Further Action Determination letter dated January 20, 2006, from the MPCA Voluntary Investigation and Cleanup Unit C VIC"). As a condition of this Purchase Agreement, Seller shall provide Buyer with an environmental indemnification for the Property and will pay all costs, including reasonable attorney's fees, associated with any additional environmental remediation upon the Property for a period of ten (10) years following the closing. Additionally, this Purchase Agreement is contingent upon Buyer, at Buyer's expense, obtaining any necessary releases or approvals from state, federal or local governmental agencies as Buyer deems appropriate or necessary to construct a building upon the Property. 23. SOIL CORRECTION RESPONSIBILITY_ In the event Buyer discovers organic soils located below the Property's surface during soil boring investigations or during construction on the Property, Seller warrants and covenants that it shall pay all costs associated with the remediation of the soil for that portion of the Property upon which Buyer's building is to be located, as identified by Buyer and within ten (10) feet thereof, in order to render the property suitable for Buyer's intended use. This warranty shall survive closing of this transaction until the earlier to occur of twelve (12) months after Buyer receives a certificate of occupancy for a building constructed on the Property or ten (10) years after the Closing. 24. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Seller agrees that any and all representations, warranties and covenants made by Seller in this Purchase Agreement shall survive the closing of this Transaction for a period of eighteen (18) months, except for the representations and warranties recited at paragraphs 90) and 22 which shall survive the closing of this Transaction until the earlier to occur of twelve (12) months after Buyer receives a certificate of occupancy for a building constructed on the Property or ten (10) years after the Closing. Seller further agrees that all representations, warranties and covenants made by Seller in this Purchase Agreement may be assigned, conveyed and transferred by Buyer to a future purchaser of the Property. [Remainder of Page intentionally left blank] N The Andover Economic Development Authority agrees to sell the property for the price and terms and conditions set forth above. SELLER: ANDOVER ECONOMIC DEVELOPMENT AUTHORITY By: Michael R. Gamache, President Lo James Dickinson, Executive Director 614860 -0 10 I agree to purchase the property for the price and terms and conditions set forth above. BUYER: DST PROPERTIES, LLC By: Its: By: Its: ND OVE: 1685 CROSSTOWN BOULEVARD N.W. • ANDOVER, MINNESOTA 55304 • (763) 755 -5100 FAX (763) 755 -8923 • WWW.ANDOVERMN.GOV TO: EDA FROM: Jim Dickinson, City Administrator SUBJECT: Supplemental Agenda Item for January 7, 2014 EDA Meeting DATE: January 7, 2014 The EDA is requested to receive the following supplemental information. Approve Purchase Agreement with DST, Inc. (Supplemental) submitted, 01 PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on , 2014, by and between Andover Economic Development Authority, a body corporate and7 politic, 1685 Crosstown Boulevard NW, Andover, Minnesota, (hereinafter referred to as "Seller ") and DST Properties, LLC, a Minnesota limited liability company, 13829 Jay Street N.W., Andover, MN 55304 (hereinafter referred to as "Buyer "). 2. OFFER/ACCEPTANCE. Buyer agrees to purchase and Seller agrees to sell real property legally described as follows: Lot 1, Block 2, ANDOVER STATION NORTH, according to the recorded plat thereof, Anoka County, Minnesota. Subject to and together with easements of record. (hereinafter referred to as the "Property "). The Purchase Agreement shall become effective upon the latest date of final execution hereof by Buyer and Seller (the "Effective Date "). 3. PURCHASE OF LOT WITH BUILDING OR VACANT LOT. (Check paragraph that pertains.) A. Buyer is purchasing the lot with an existing building. X B. Buyer is purchasing a vacant lot. 4. PRICE AND TERMS. The purchase price for the Property shall be estimated to be Nine Hundred Sixty -Two Thousand Four Hundred Nine and 55 /100 Dollars ($962,409.55). This estimated price includes $901,236.79 for land, and $61,172.76 for park dedication fees, which Buyer shall pay as follows: Earnest money of Twenty Thousand and no /100 Dollars ($20,000.00), which sum shall be deposited with Registered Abstracters in Anoka, Minnesota within five (5) days after the Effective Date, and Nine Hundred Forty -Two Thousand Four Hundred Nine and 55 /100 Dollars ($942,409.55) cash on or before July 1, 2014 the "Date of Closing ", subject to the contingencies in paragraph 5 and 21 below, for which Buyer can reasonably extend the Date of Closing. Buyer shall have until the Closing Date within which to complete its due diligence. Thereafter, the earnest money shall become non - refundable. The estimated purchase price is based upon a lot estimated to be 316,458 gross square feet and 21,425 square feet of power line easement and 20,160 square feet of drainage and utility easement. Actual net square footage shall be detennined by a survey of the Property and by taking the gross square footage of the property and deducting the existing power line easement, drainage and utility easements and all other easements (the "Easement Area ") located upon the Property ( "Net Square Footage "), The price herein represents a per square foot price for the Net Square Footage of $3.35 and $1.00 per square foot for the easement area. Said price includes the land; park dedication fees; non- residential water area charges and assessments; sewer area charges and assessments; and water and sewer lateral charges. After a survey of the property is completed by the AEDA as required in paragraph 8 herein, and the actual gross square footage and net square footage are known, the purchase price shall be adjusted to reflect the change in the area based upon the square foot price set out in this paragraph and the final purchase price is calculated (the "Purchase Price "). 5. CONTINGENCIES. Buyer's obligations under this Purchase Agreement are contingent upon the following: (a) Seller shall permit Buyer, at Buyer's expense, to enter the Property to conduct investigations and testing and Buyer shall be completely satisfied with the environmental and soil conditions of the Property, as determined by Buyer in Buyer's sole discretion. (b) Buyer shall have obtained all zoning, land use, signage, watershed, environmental and other governmental approvals and permits Buyer shall deem necessary to use the Property in the manner contemplated by Buyer, uzcluding, but not limited to, a full building permit for a building conforming to Seller's design standards which Buyer determines can be built for a price acceptable to Buyer, all as determined by Buyer in Buyer's sole discretion. (c) Buyer shall have determined that the roads, easements, driveways, utilities „points of access and other infrastructure serving the Property will be adequate for Buyer's purposes, as detenmined by Buyer in Buyer's sole discretion. (d) On or before the Date of Closing, Title shall have been found acceptable, in accordance with the requirements and terms of Sections 13 and 14 below. (e) Buyer, on or before the Date of Closing, shall have received, reviewed and determined that it is satisfied with the matters disclosed by the survey of the Property. (f) The representations and warranties made by Seller in Section 9 shall be correct as of the Date of Closing with the same force and effect as if such representations and warranties were made at such time. (g) Seller shall comply with the requirements and terms of Sections 22, 23 and 24 below. In the event any of the above contingencies have not been satisfied or waived by Buyer on or before the Date of Closing, this Agreement shall be voidable at the option of the Buyer. 6. DEED /MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Warranty Deed conveying marketable title, subject only to: A. Building and zoning laws, ordinances, state and federal regulations; 2 B. Restrictions relating to use or improvement of the property without effective forfeiture provisions which do not interfere with Buyer's intended use of the property; C. Reservation of any mineral rights by the State of Minnesota, if any; D. Utility and drainage easements which do not interfere with Buyer's intended use of the property. E. Declaration of Covenants filed by the Andover Economic Development Authority. (Seller must provide this document to Buyer and give Buyer ten (10) business days to review and accept.) 7. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes due and payable in and for the year of closing shall be prorated between Seller and Buyer on a calendar year basis to the actual Date of Closing. Seller shall pay on Date of Closing all special assessments for street, stonn sewer, sanitary sewer, water main and water area charges and sewer area charges and any and all other special assessments against the Property levied, deferred and pending as of the date of closing, including those certified to the current year's real estate taxes. Buyer shall pay real estate taxes due and payable in the year following closing and thereafter and any unpaid special assessments payable therewith and thereafter. Seller makes no representation concerning the amount of future real estate taxes or of future special assessments. 8. SELLER'S OBLIGATIONS. (a) Seller warrants that there has been no labor or material furnished to the property in the past 120 days for which payment has not been made, Seller warrants that there are no present violations of any restrictions relating to the use or improvement of the property. These warranties shall survive the delivery of the warranty deed. (b) On or before April 1, 2014, Seller, at its sole cost and expense, shall deliver to Buyer and Title Company a survey (the "Survey ") of the Property, prepared by a surveyor licensed in the State of Minnesota, dated subsequent to the date of this Agreement, certified in favor of Buyer, Buyer's nominee, if any, and the Title Company as having been prepared in accordance with the Minimum Standard Detail Requirements for Urban Class land title surveys jointly established by ALTA, ACSM and NSPS (as revised in 2011) and prepared in accordance with the accuracy standards prescribed therein, including Table A Items 1, 2, 3, 4, 5, 6, 8, 11(b), 13, 16, 17 and 18 disclosing the state of facts existing on the date of such certification and showing and certifying the gross acreage and the Net Area of the Property. The Survey shall contain the surveyor's certification that the Property or any part thereof is not located within a wetland or an area that has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental agency as having or being subject to 3 special flood hazards or shall, in the alternative, identify and designate such areas and certify the gross acreage of such areas. (c) Seller shall cause all sanitary sewer, water and stonn drainage utilities to be constricted to the edge of the property at Seller's expense and warrants that the same shall be in place on the Date of Closing. Such obligation shall not include the sanitary sewer connection fee, sewer availability charge and water unit connection charges to be paid. Said charges shall be the responsibility of the Buyer. Seller shall be responsible to pay for any sewer area charge, water area charge, sewer lateral charge and water lateral charge. Seller shall cause all electric, gas, telephone and cable utilities to be constructed to the edge of the property at Seller's expense. 9. REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to and covenants with Buyer that: (a) Seller is the owner of fee simple title to the Property and that Seller has the power and authority to enter into and perform the terms and conditions of this Agreement, and such performance will not conflict with or result in a breach of any of the terns, conditions or provisions of any agreement or instrument to which Seller is a party or by which it is bound, or constitute a default under any of the foregoing; this Agreement is valid, binding and enforceable against Seller in accordance with its tenns. (b) Seller has not received any notice of and Seller is not aware of any violation of any law, municipal ordinance or other governmental requirement affecting the Property, including without limitation any notice of any fire, health, safety, building, pollution, environmental or zoning violation. (c) Seller has not received any written notice of any condemnation or eminent domain proceedings, or negotiations for purchase in lieu of condemnation, relating to the Property, or any portion thereof; and Seller has no actual Imowledge that any condemnation or eminent domain proceedings have been commenced or threatened in connection with the Property, or any portion thereof. (d) (1) The Property (A) is not subject to any private or governmental lien or judicial or achministrative notice, order or action relating to Hazardous Substances or environmental problems, impairments or liabilities with respect to the Property and (B) to Seller's knowledge, is not in, or with any applicable notice and/or lapse of time, and /or failure to take certain curative or remedial actions, will not be in violation of any Environmental Laws (as herein defined), (2) Seller shall not allow, prior to the Date of Closing, any Hazardous Substances to exist or be stored, generated, used, located, discharged, released, possessed, managed, processed or otherwise handled on the Property, and shall comply with all Environmental Laws affecting the Property. (3) Seller shall immediately notify Buyer should Seller become aware of (A) any Hazardous Substance or other environmental problem or liability with !! respect to the Property, (B) any lien, order, action or notice of the nature described in subparagraph (1) above, or (C) any litigation or threat of litigation relating to any alleged unauthorized release, discharge, generation, use, storage or processing of any Hazardous Substance or the existence of any Hazardous Substance or other environmental contamination, liability or problem with respect to or arising out of or in connection with the Property. As used herein, "Hazardous Substances" means any matter giving rise to liability under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et sect., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et sea. (including the so- called "Superfund" amendments thereto), or other applicable, federal, state or local statute, law, ordinance, rule or regulation governing or pertaining to any hazardous substances, hazardous wastes, chemicals or other materials, including without limitation asbestos, polychlorinated biphenyls, radon, petroleum and any derivative thereof, or any common law theory based on nuisance or strict liability (all of the foregoing statutes, laws, ordinances, rules, regulations and common law theories being sometimes collectively hereinafter referred to as "Environmental Laws "). Anything in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that with the exception of any Envirommental Law violations committed by Buyer or its agents, Buyer does not assume or agree to be responsible for, and Seller hereby agrees to defend, indemnify and hold Buyer harmless from and against, any and all claims, obligations and liabilities and all costs, expenses and attorney's fees incurred, based upon or arising out of any obligation, liability, loss, damage or expense, of whatever kind or nature, contingent or otherwise, known or unknown, incurred under, or imposed by, any Environmental Laws arising out of the Property and of any act or omission by Seller or its employees or representatives prior to the Closing. (e) No litigation or proceedings are pending or, to Seller's knowledge, contemplated, threatened or anticipated, relating to the Property, or any portion thereof. (fl Seller has no knowledge of any unrecorded agreements, undertakings or restrictions which affect the Property. There are no tenants, persons or entities occupying any portion of the Property and no claim exists against any portion of the Property by reason of adverse possession or prescription. (g) To the Seller's knowledge (i) there is no obligation with respect to the Property for any assessment, annexation fee, payment, donation or the like, (other than general real estate taxes, sewer connection fee, sewer availability charge and water unit connection charge, which are required to be paid by the Buyer); (ii) there are no obligations in connection with the Property of any so- called "recapture agreement" involving refund for sewer extension, oversizing utility, lighting or like expense or charge for work or services done upon or relating to the Property or otherwise; and (iii) there is no unexecuted paving agreement or undertaking with any government agency respecting construction or any acceleration or de- acceleration lane, access, or street lighting. E (h) To the best of Seller's knowledge, the Property is properly zoned for Buyer's intended use of the Property. (i) Within twenty one (2 1) days of the Effective Date, Seller shall deliver to Buyer for Buyer's use and review of the Property, all background information and documents for the Property, including engineering reports, soils study reports and environmental studies or assessments in possession of Seller. (j) Seller represents and warrants that the Property is a buildable parcel without the need of any soil corrections and that Seller shall perform and /or pay for all soil corrections and enviromnental remediation to the Property, if required. This warranty shall survive Closing. If, prior to the Date of Closing, Seller obtains knowledge of a fact or circumstance the existence of which would constitute a breach by Seller of its representations and warranties hereunder or would render any such representations and warranties materially untrue or incorrect, Seller shall promptly notify Buyer in writing of the same. Under said circumstances, and in addition to any other right or remedy that may be available to Buyer, Buyer, at its option, may terminate this Agreement without further liability by giving written notice thereof to Seller, in which event the earnest money shall promptly be returned to Buyer. All representations, warranties, covenants, indemnities and undertakings made herein shall be deemed remade as of Closing and shall be true and correct as of Closing and shall be deemed to be material and have been relied upon by the parties, notwithstanding any investigation or other act of Buyer heretofore or hereafter made, and shall survive Closing and execution and delivery of the General Warranty Deed for a period of eighteen (18) months, except for the representation and warranty at paragraphs 90) and 22 which shall survive until the earlier to occur of twelve (12) months after Buyer receives a Certificate of Occupancy for a building constructed on the Property or one hundred twenty (120) months after Closing. 10. BUYER'S OBLIGATIONS. (a) Buyer shall construct a building upon the property which will be in conformance with Andover Station North Design Guidelines. Buyer's obligation shall survive the closing on this transaction. (b) Buyer acknowledges that it has had (and will have) an adequate opportunity to inspect the Property and, upon closing the transaction contemplated by this Agreement, shall be deemed to have, subject to the express warranties herein contained, accepted that Property in "AS IS" and "WHERE IS" condition with any and all faults, except as specifically provided in this Agreement. Seller hereby disclaims all warranties, whether oral or written, express or implied, as to the Property's merchantability, fitness for a particular purpose, condition, type, quantity or quality, except as specifically provided otherwise in this Agreement. 11. DISCLOSURE OF NOTICES. Seller has not received any notice from any governmental authority as to violation of any law, ordinance or regulation. If the property is 6 subject to restrictive covenants, Seller has not received any notice from any person as to a breach of the covenants. 12. POSSESSION. Seller shall deliver possession of the property not later than Date of Closing. 13. EXAMINATION OF TITLE. Title examination will be conducted as follows: A. Seller's Title Evidence. Seller shall furnish to Buyer, within a reasonable time after execution of this Agreement, a commitment ( "Title Commitment ") for an ALTA form Owner's Policy of Title Insurance, certified to date to include proper searches covering bankruptcies, State and Federal judgments and liens, insuring title to the Property deleting standard exceptions and including affinnative insurance regarding zoning, contiguity, appurtenant easements and such other matters as may be identified by Buyer, in the amount of the Purchase Price issued by a title insurance company acceptable to Buyer, subject only to the Permitted Encumbrances. B. Buyer's Objections. Buyer shall be allowed thirty (30) business days after receipt for examination of title and making any objections, which shall be made in writing or deemed waived. 14. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Buyer's written title objections to make title marketable. Upon receipt of Buyer's title objections, Seller shall, within ten (10) business days, notify Buyer of Seller's intention of make title marketable within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. A. If notice is given and Seller makes title marketable, then upon presentation to Buyer and proposed lender of documentation establishing that title has been made marketable, and if not objected to in the same time and manner as the original title objections, the closing shall take place within ten (10) business days or on the scheduled Date of Closing, whichever is later. B. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may, as its sole remedy, cancel this contract as provided by statute and retain the Earnest Money deposited with Registered Abstracters, as referenced in paragraph 4 above, as liquidated damages. C. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, Buyer may, as permitted by law: (1) Cancel this contract as provided by statute; 7 (2) Seek specific performance within six (6) months after such right of action arises. D. If notice is given and Seller proceeds in good faith to make title marketable but the one hundred twenty (120) day period expires without title being made marketable, Buyer may declare this Agreement null and void by notice to Seller, neither party shall be liable for damages hereunder to the other, and earnest money shall be refunded to Buyer. E. If Seller does not give notice of intention to make title marketable, or if notice is given but the one hundred twenty (120) day period expires without title being made marketable due to Seller's failure to proceed in good faith, Buyer may seek, as permitted by law, any one or more of the following: (1) Proceed to closing waiving the objections to title; (2) Rescission of this Purchase Agreement by notice as provided herein, in which case the Purchase Agreement shall be null and void and all earnest money paid hereunder shall be refunded to Buyer; (3) Damages from Seller including costs and reasonable attorney's fees, as permitted by law; (4) Specific performance within twelve (12) months after such right of action arises. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT. 15. NOTICES. All notices required herein shall be in writing and delivered personally or mailed to the address as shown at paragraph 1 above and, if mailed, are effective as of the date of mailing. 16. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 17. WELL AND FUEL TANK DISCLOSURE. Seller certifies that the Seller does not know of any fuel tanks or wells on the described real property, 18. INDIVIDUAL SEWAGE TREATMENT SYSTEM DISCLOSURE. Seller certifies that there is no individual sewage treatment system on or serving the property. 19. PAYMENT OF CLOSING COSTS. Each party will pay closing costs which are nonnally allocated of Buyers and Sellers in a real estate transaction. 20. ASSIGNMENT. Buyer shall have an unconditional right to assign this Agreement, and either party may assign the rights under this Agreement at any time; provided that no such assignment will relieve the assigning party of its obligations under this Agreement. Any assignee to this Agreement shall be bound to the same obligations and responsibilities of the assigning party as contained in this Agreement. 21. PARK DEDICATION FEES. Seller shall be responsible for payment of all park and trail dedication fees due the City of Andover for development by Buyer of the Property. 22. HAZARDOUS WASTE ISSUES. Seller was the responsible party for a voluultary cleanup of an auto salvage yard previously located immediately south of the Property and other abutting property. The WDE Landfill is located approximately 600 feet north of the Property. The Property remains subject to restrictions pursuant to a Memorandum filed against the Property by the US Environmental Protection Agency and /or the Minnesota Pollution Control Agency. Most of the restrictions have been released. Seller obtained a Limited No Further Action Determination letter dated January 20, 2006, from the MPCA Voluntary Investigation and Cleanup Unit C VIC"). As a condition of this Purchase Agreement, Seller shall provide Buyer with an enviromnental indenmification for the Property and will pay all costs, including reasonable attorney's fees, associated with any additional environmental remediation upon the Property for a period of ten (10) years following the closing. Additionally, this Purchase Agreement is contingent upon Buyer, at Buyer's expense, obtaining any necessary releases or approvals from state, federal or local govennmental agencies as Buyer deems appropriate or necessary to construct a building upon the Property. 23. SOIL CORRECTION RESPONSIBILITY. In the event Buyer discovers organic soils located below the Property's surface during soil boring investigations or during construction on the Property, Seller warrants and covenants that it shall pay all costs associated with the remediation of the soil for that portion of the Property upon which Buyer's building is to be located, as identified by Buyer and within ten (10) feet thereof, in order to render the property suitable for Buyer's intended use. This warranty shall survive closing of this transaction until the earlier to occur of twelve (12) months after Buyer receives a certificate of occupancy for a building constructed on the Property or ten (10) years after the Closing. 24. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Seller agrees that any and all representations, warranties and covenants made by Seller in this Purchase Agreement shall survive the closing of this Transaction for a period of eighteen (18) months, except for the representations and warranties recited at paragraphs 90) and 22 which shall survive the closing of this Transaction until the earlier to occur of twelve (12) months after Buyer receives a certificate of occupancy for a building constructed on the Property or ten (10) years after the Closing. Seller further agrees that all representations, warranties and covenants made by Seller in this Purchase Agreement may be assigned, conveyed and transferred by Buyer to a future purchaser of the Property. [Remainder of Page intentionally left blank] 0 The Andover Economic Development Authority agrees to sell the property for the price and tenns and conditions set forth above. SELLER: ANDOVER ECONOMIC DEVELOPMENT AUTHORITY I agree to purchase the property for the price and terms and conditions set forth above. RILIVANA DST PROPERTIES, LLC By: By: Michael R. Gamache, President Its: By: James Dickinson, Executive Director By: Its: 614860 -0 10