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HomeMy WebLinkAboutEDA - September 1, 2015ANLbDY O r OVEI� 1685 CROSSTOWN BOULEVARD N.W. • ANDOVER, MINNESOTA 55304 • (763) 755 -5100 FAX (763) 755 -8923 • WWW.ANDOVERMN.GOV ECONOMIC DEVELOPMENT AUTHORITY MEETING September 1, 2015 6:00 p.m. Conference Rooms A & B 1. Call to Order — 6:00 p.m. 2. Approval of Minutes (July 21, 2015) 3. Approve Amendment Two to the Purchase Agreement with Leon Properties Uno, LLC for the Sale of Lot 2, Block 1, Andover Station North 2"d Addition 4. Approve Shared Parking and Access Agreement with Great River Energy — 13753 Ibis Street NW 5. Approve Purchase Agreement — 13725 Crosstown Drive NW — hiventure Properties, LLC 6. Economic Development Updates (verbal) 7. Redevelopment Updates (verbal) 8. Other Business 9. Adjournment ANLbWRO, 0 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 Harmer, Deputy City Clerk SUBJECT: Approval of Minutes DATE: September 1, 2015 The following minutes were provided by Staff reviewed by Administration and submitted for EDA approval: July 21, 2015 Regular DISCUSSION The minutes are attached for your review. ACTION REQUIRED The EDA is requested to approve the above minutes. Respectfully submitted, Michelle Harmer Deputy City Clerk Attach: Minutes 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 48 ANDOVER ECONOMICDEVELOPMENTAUTHORITYMEETING- JULY 21, 2015 -MINUTES The Meeting of the Andover Economic Development Authority was called to order by President Julie Trade, July 21, 2015, 5:30 p.m., at the Andover City Halto685 Crosstown Boulevard NW, Andover, Minnesota. Present: Commissioners Mike �it..iyBukkila, Valerie Holthus, James Goodrich, Tirp.0i leven and Joyce Twistol (Arrived at 5:36 p.m.) Absent: None Also present: Executive DirecftNim Dickinson - Community Development Director, Dave Carlberg APPROVAL OF MINUTES June 16, 2015, Regular Meeting. - ..Correct as presented_ f Motion by Bukkila, Sgded by Knight, to approve the minutes as presented. Motion carried unanimously. PURLICEI AR kd&DA LAND,SALE Mr. Carlberg indicated Mini esom State Statute requires a public hearing prior to any EDA land sale. 13725 Crosstown Drive NW (33- 32 -24 -13 -0046) is being sold to Inventure Properties, LLC. The City is in the process of negotiating a purchase agreement for said property with a proposed closing date of October 23, 2015. Inventure Properties, LLC is proposing a 12,000 square foot office building on theparcel. Mr. Carlberg stated at a preyt ii's EDA meeting there were some concerns with access on this property. Mr. Carlberg explained the purchase agreement will include an access agreement for the adjacent properties Mr. Carlberg reviewed the parcel Commissioner Bukkila indicated she envisioned a senior housing unit on the parcel, something with a nice fagade and parking in the rear of the building. She stated we don't how many lots the EDA may obtain in this area for redevelopment. She feels this may not flow together and thinks it is too soon to sell the property. Motion by Holthus, Seconded by Knight, to open the public hearing at 5:46 p.m. Motion carried 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 Andover Economic Development Authority Meeting Minutes — July 21, 2015 Page 2 unanimously. No one wished to address the Commission. Motion by Holthus, Seconded by Goodrich, to close the public hearing at 5:47 p.m. Motion carried unanimously. Motion by Holthus, Seconded by Twistol, to approve the land sale resolution for 13725 Crosstown Drive NW (33- 32- 24- 13- 0046). Motion carried 6 ayes and 1 nay (Bukkila). (See EDA Resolution R003 -15) ECONOMIC DEVELOPMENT UPDATES Mr. Carlberg updated on the following: Andover Station Banners — A revised design was shown with the suggestions from the last EDA meeting. Quotes for installation will need to be obtained since the companies that manufacture the banners do not install them. Motion by Bukkila, Seconded by Cleven approving the purchase and installation of banners for the Andover Station area. Motion carved unanimously. Monument Sign Hanson Boulevard — Staff is waiting to hear back from the electrician regarding a quote to hook a sign up. The City may have to vacate some drainage and utility easements in the area. Open to Business Program — The City will continue the program thru the end of the year. Calls increase when posted in the newsletter. Kathleen DuChene, Business Advisor has met with 14 residents regarding businesses from beauty salons to manufacturing. Andover ranks second in the program with the number of residents that have shown interest in the program. OTHER BUSINESS Mr. Dickinson indicated with the reconstruction on Bunker Lake Boulevard (west of Hanson Boulevard) a retaining wall will be constructed. The type of materials used for the retaining wall needs to be decided by early August. Mr. Dickinson presented 3 potential designs. The first one presented has no additional cost. The other two do have additional costs; the City would need to cover those additional costs. The EDA discussed the 3 potential designs; no decision was made at this time. ADJOURNMENT Motion by Bukkila, Seconded by Knight, to adjourn. Motion carried unanimously. The meeting adjourned at 6:02 p.m. Andover Economic Development Authority Meeting Minutes —July 21, 2015 Page 3 Respectfully submitted, Michelle Harmer, Recording Secretary ANL66WA 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 i CC: Jim Dickinson, Executive Director FROM: David L. Carlberg, Community Deve opment Director SUBJECT: Approve Amendment Two to the Purchase Agreement — Leon Properties Uno, LLC — Lot 2, Block 1, Andover Station North 2od Addition DATE: September 1, 2015 The EDA is requested to approve the attached Amendment Two to the Purchase Agreement with Leon Properties Uno, LLC for the sale of Lot 2, Block 1, Andover Station North 2° Addition. BACKGROUND The Purchase Agreement between the EDA and Leon Properties Uno, LLC for the sale of Lot 2, Block 1, Andover Station North 2°a Addition established a closing date of on or before June 30, 2015. The EDA approved and amendment (Amendment One) to the purchase agreement on June 16, 2015 to extend the closing date to August 26, 2015. The extension was granted to allow City Staff and the development team for Leon Properties Uno, LLC to complete the commercial site plan review and approval process which is near completion. The extension of the Purchase Agreement (Amendment Two) is being requested to allow Leon Properties Uno, LLC the necessary time to complete their financing of the project with the Small Business Administration (SBA). The EDA is requested to approve the attached Amendment Two to the Purchase Agreement. 'R�/eet C f� spectfjIdly suubbmitted,M- --� WJ r David L. Carlberg Attachments Amendment Two to the Purchase Agreement AMENDMENT TWO TO PURCHASE AGREEMENT Lot 2, Block 1 Andover Station North 2nd Addition, Subject to Easements of record DATE: August 2516, 2015 WHEREAS, Andover Economic Development Authority (AEDAI. (Seller), and fop Properties Unit. LLC and /or it's assiens. (Buyer) have entered into a Purchase Agreement dated April 211, 2015 and Amendment One to Purchase Agreement dated June 11, 2015. WHEREAS, Amendment One to the Purchase Agreement extended Buyer's Contingencies under Paragraph 5b of the Purchase Agreement to August 266, 2015. WHEREAS, Buyer has applied for and is awaiting results of the appraisal for the final determination of Buyer's financing. WHERAS, The appraisal requires the complete final set of "approved" drawings from Buyer, which Buyer now has in possession after receiving final comments from the Seller. WHEREAS, The Buyer is working diligently to resolve these issues and intendes to begin construction yet this year. NOW THEREFORE, Buyer and Seller agree to the following: 1) Buyers Contingencies in Paragraph 5b of the Purchase Agreement and the Closing date, shall be extended to "on or before October 1516, 2015 ". 4) Except as expressly amended hereby, all of the terms, provisions, covenants and conditions of the Asset Purchase Agreement are hereby ratified and confirmed and shall continue in full force and effect /iu WMA iSQ F j Andover Economic Development Authority (AEDA) Julie Trade President Date Jim Dickinson Executive Director Date Pane t oft C I T Y O F NDOVE 1685 CROSSTOWN BOULEVARD N.W. • ANDOVER, MINNESOTA 55304 • (763) 755 -5100 FAX (763) 755 -8923 • WWW CI ANDOVER.MN.U5 TO: EDA President and Board CC: Jim Dickinson, Executive Director FROM: David L. Carlberg, Community Deve ent Director SUBJECT: Approve Shared Parking and Access Agreement with Great River Energy — 13753 This Street NW DATE: September 1, 2015 The EDA is requested to approve the attached Shared Parking and Access Agreement between the Andover Economic Development Authority (EDA) and Great River Energy (GRE) located at 13753 This Street NW. 1Cal((a) Ka11J21r City Staff has been working with Leon Properties Uno, LLC on the commercial site plan review and approval process for a new Acapulco Restaurant at said location. During the review process there was a desire by City Staff to provide access to the front of the GRE property immediately to the east of the restaurant site in the event GRE wanted to sell and develop their property along Bunker Lake Boulevard NW in the future. This would provide access and traffic flow between the two parcels and would provide the potential GRE lot access to This Street as well. The agreement also allows the parking lot of the Acapulco Restaurant to be placed adjacent to the eastern property line eliminating the 10 foot required parking setback similar to what was done with Blue Fin Pool and Spa to the north of this site. The agreement provides a win - win situation for all parties involved. ACTION REOUESTED The EDA is requested to approve the attached Shared Parking and Access Agreement between the Andover Economic Development Authority (EDA) and Great River Energy (GRE) located at 13753 This Street NW. Respecttffuullly submitted, Re 'n/ David L. Carlberg Attachments Shared Parking and Access Agreement SHARED USE AND ACCESS EASEMENT AGREEMENT THIS SHARED USE AND ACCESS EASEMENT AGREEMENT ( "Agreement ") is made as of the 19" day of August, 2015, between the Andover Economic Development Authority a body corporate and politic (hereinafter, "EDA' whose address is 1685 Crosstown Blvd. NW, Andover, Minnesota, 55304 and Great River Energy, Minnesota cooperative corporation (hereinafter, "GRE') whose address is 12300 Elm Creek Blvd, Maple Grove, Minnesota (hereinafter collectively referred to as "The Parties "). RECITALS 1. The EDA is the owner of real property situated in the County of Anoka, State of Minnesota, legally described as Lot 2, Block 1, Andover Station North 2nd Addition (the "EDA Property"); and 2. GRE is the owner of real property situated in the County of Anoka, State of Minnesota, legally described as the east 600 feet of the Southeast Quarter of the Northeast Quarter of Section 34, Township 32, Range 24, Anoka County, Minnesota EXCEPT the south 250 feet of the east 250 feet thereof, AND EXCEPT public road right of way. (the "GRE Property'); and 3. The Parties have agreed to convey easements to each other over, under and across land owned by each Party, for ingress and egress and other restrictions, on certain conditions as more fully set forth below. PROVISIONS 1. USE OF THE EDA PROPERTY. The EDA hereby grants and conveys to GRE a perpetual, non - exclusive easement for ingress and egress over, under and across that portion of the EDA Property as shown on the attached Exhibit A (the "GRE Easement Area "). 2. USE OF THE GRE PROPERTY. GRE agrees to grant and convey to the EDA, and/or its successor or assign, a perpetual, non - exclusive easement for ingress and egress over, under and across the GRE Property, in a location to be determined once the GRE Property is developed. Upon the determination of the location of the easement, GRE shall provide to EDA a drawing detailing the location of the easement. The location of the easement granted to EDA is referred to herein as the "EDA Easement Area." In the event GRE fails or refuses to grant and convey said easement, the EDA, and/or its successor or assign, may terminate this Agreement. 3. PROHIBITED USES OF THE PREMISES. No Party shall have the right to use the property of the other Party for any purpose, except ingress and egress, without the express written consent of that Party. Use of the other Party's property for any other purpose without the express written consent of that Party shall constitute a default under the terns of this Agreement. 4. MAINTENANCE AND UPKEEP. The Easement Areas shall be maintained by the respective owners of the properties in a neat and adequate manner. The Easement Areas may be constructed, reconstructed and/or modified by the respective owners of the properties at their sole discretion, provided, however, the Party owning the property will ensure that the other Party retains reasonable ingress and egress over, under and across the property of the owning Party consistent with the easement grunted by each Party to the other Party. 5. ASSIGNMENT AND SUBLETTING. The easements set forth in this Agreement are for the benefit of the Parties, their agents, employees, members, customers and invitees, and shall be appurtenant to the property described herein. Any conveyance of fee title to the EDA Property or the GRE Property, or any portion thereof, shall be deemed to include a conveyance of the easements that are appurtenant to said Property, or the portion thereof, as applicable, regardless of whether the easements are specifically identified in the instrument of conveyance. Nothing contained in this Agreement shall be deemed a gift or dedication of any portion of the area of the easements to the general public or for the general public or for any public purpose. 6. LIABILITY & INDEMNITY. Each Party agrees that it will be responsible for its own acts, and those of its agents, employees, members, customers and invitees, and the results thereof, to the extent authorized by the law, and shall not be responsible for the acts of the other Party and the results thereof. Each Party shall indemnify and hold the other Party harmless from any and all claims or causes of action, including reasonable attorneys' fees, arising out of such Party's use of the other Party's property by its agents, employees, members, customers, and invitees. Each Party further agrees to maintain liability and property damage insurance in amounts reasonably determined by such Party to cover its obligations under this Section. Each Party hereby releases the other Party from any liability for any loss or damage to its property or the improvements located on its property to the extent the loss or damage is covered by such Party's property insurance, regardless of the negligence on the part of the other Party, it being the intent of the Parties to waive any right or claim which might give rise to a right of subrogation in an insurance carrier. DEFAULT. Except as expressly limited hereby, the Parties shall each have such remedies for the default of the other Party hereto as may be provided at law or equity following written notice of such default and failure to cure the same within thirty (30) days, provided, however, that neither Party will be in default under this Agreement if it commences curing any such default within such 30-day period and thereafter diligently prosecutes the cure to completion. If any Party shall default with respect to any of its obligations set forth herein (including its maintenance obligations) and shall fail within thirty (30) days after receipt of written notice from the other Party to cure such default, then a non-defaulting Party shall have the right, at its election but not the obligation, and in addition to such other rights and remedies as may be available at law or in equity, to terminate this Agreement upon providing the defaulting Party with prior written notice. The thirty (30) day cure period shall be extended in cases where the default is not capable of being cured within thirty (30) days but can be cured during a longer time, so long as the defaulting Party is diligently pursuing such cure. NO PARTNERSHIP, JOINT VENTURE, OR FIDUCIARY RELATIONSHIP CREATED HEREBY. Nothing contained in this Agreement shall be interpreted as creating a partnership, joint venture, or relationship of principal and agent between the Parties. 9. NOTICES. Any notice required or permitted to be given in accordance with the terms of this Agreement may be given by first class U.S. Mail, postage prepaid, overnight courier or by personal service, to the other Party at the above addresses, or at such other addresses as either Party, or their successors or assigns, may hereafter designate to the other Party in writing. 10. BINDING ON SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall constitute covenants running with the land, and shall be binding upon and inure to the benefit of the owners of the property described herein, their successors, heirs and assigns, as well as any other party acquiring title to all or any portion of such property, or any interest therein, whether by operation of law or otherwise. 11. AMENDMENT, MODIFICATION OR WAIVER. No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or by its duly authorized representative, and specifying with particularity the extent and nature of such amendment, modification, or waiver. Any waiver by any Party of any default of another Party shall not affect or impair any right arising from any subsequent default. 12. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. If any provision of this Agreement shall be determined by any court or governmental agency to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, and shall remain enforceable to the greatest extent permitted by law. 13. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the Parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the Parties with respect to such subject matter. No representations, warranties, undertakings, or promises, whether oral, implied, written, or otherwise, have been made by any Party hereto to the other unless expressly stated in this Agreement or unless mutually agreed to in writing between the Parties hereto after the date hereof, and no Party has relied on any verbal representations, agreements, or understandings not expressly set forth herein. This Agreement may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Parties hereto have hereunto set their hands effective as of the day and year first above written. ANDOVER ECONOMIC DEVELOPMENT AUTHORITY zo Its: STATE OF MINNESOTA ) ss. CITY OF ANOKA ) The foregoing instrument was acknowledged before me this day of 2015, by , the President of EDA, a body corporate and politic, on behalf of the authority. (SEAL) Notary Public GREAT RIVER ENERGY 4 Ey: Name: Its Lan pits anag STATE OF MINNESOTA ) ) as. CITY OF ANOKA ) The foregoing instrument was aclmo�eciefr me this � day of t 2015, by 0,YG A PnarKU. the of Great River Energy, ,aa M esota Cooperative Corp ation under the laws of Minnesota, on behalf of the corporation. /J (SEAL) �I A -aj Notary Public MICHELLE DAWN MACMILLAN NOHELLED DAWN MINNESOTA MY COMMISSION EXPIRES 01031/2017 Exl+►dc)J. A I rro.r •sr 5i°� W== SP1 a %�Nbibq —7l 1685 CROSSTOWN BOULEVARD N.W.. ANDOVER, MINNESOTA 55304. (763) 755 -5100 FAX (763) 755 -8923 . WWW.CI.ANDOVER.MN.US TO: EDA President and Boar d CC: Jim Dickinson, Executive Director FROM: David L. Carlberg, Community Dev cent Director SUBJECT: Approve Purchase Agreement with hnventure Properties, LLC — 13725 Crosstown Drive NW DATE: September 1, 2015 The EDA is requested to approve the attached Purchase Agreement with Inventure Properties, LLC for the sale of the 1.5 acre parcel located at 13725 Crosstown Drive NW. The EDA held a public hearing and adopted a resolution approving the land sale on July 21, 2015. The EDA found that it is in the public's interest to sell the property and that the specified intended use of the parcel is in keeping with the interest of the City of Andover EDA as the sale will increase local jobs and increase the local tax base. Staff recommends the land sale be completed as the sale meets the original objective of redeveloping the area with a diversity of different uses that will meet the needs of the broader community. The EDA is requested to approve the attached Purchase Agreement (subject to final review by the City Attorney) and direct Staff to complete the land sale. rRespectfully submitted, I / Y. � i David L. Carlberg Attachments Purchase Agreement PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this `Agreement") is entered into as of the 1st day of September, 2015 (the "Effective Date "), by Andover Economic Development Authority, a body corporate and politic located at 1685 Crosstown Boulevard NW, Andover, Minnesota ( "Seller"), and Inventure Properties, LLC, a Minnesota limited liability corporation located at 7135 5°h Avenue NE, Sauk Rapids, MN 56379 and/or their assigns (`Buyer"), and is based on the following facts: A. Seller owns real property situated in the City of Andover (the "City"), County of Anoka, State of Minnesota, currently legally described as set forth in Exhibit A attached hereto 34(the "Land "). B. Buyer wishes to purchase the Land and Seller wishes to sell the Land, on the terms and conditions set forth in this Agreement. C. Buyer intends, after acquiring title to the Land, to construct thereon an office building and related improvements. D. Seller intends to sell Buyer the Land which has water and sewer services, and small utilities. E. Seller and Buyer wish to set forth in writing the terms of their agreement with respect to the sale of the Land by Seller to Buyer. NOW, THEREFORE, in consideration of the facts stated above, the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties herby agree as follows: 1. RECITALS INCORPORATED. The facts stated above are hereby incorporated into this Agreement and made a part of this Agreement by this reference. 2. SALE OF THE LAND. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and accept from Seller, fee title to the Land, with the exception of two easements to be retained by Seller and later legally defined, but generally as depicted in Exhibit B attached hereto, at a closing (the "Closing ") which shall occur on a date that is anticipated to be December 1, 2015. 3. PRICE AND TERMS. The purchase price for the Property (the "Purchase Price ") shall be up to Three Hundred Forty -Six Thousand Eight Hundred Seventy and no /100 Dollars ($346,870.00) calculated as follows: 56,306 square feet of the Land @ $6.00 per square foot for a total of Three Hundred Thirty-Seven Thousand Eight Hundred Thirty -Six and no /100 Dollars ($337,836.00); 6,534 square feet of the Land @ $1.00 per square foot for a total of Six Thousand Five Hundred Thirty -Four and no /100 Dollars ($6,534.00); and 2,500 square feet of the Land @ $1.00 per square foot fora total of Two Thousand Five Hundred and no /100 Dollars ($2,500.00) with the actual square footage of the Land to be determined by survey, which Buyer shall pay as follows: Earnest money of Five Thousand and no /100 Dollars ($5,000.00) by check or other immediately available funds payable to Seller upon Buyer's execution and delivery of this Agreement, and the remainder, approximately Three Hundred Forty -One Thousand Eight Hundred Seventy and no /100 Dollars ($341,870.00) in cash or other immediately available funds at the Closing. Purchase price includes the land price, park dedication fees, water and sewer area charges, all assessments for streets, curb and storm sewer. 4. CONTINGENCIES. The parties' obligations under this Purchase Agreement are contingent upon the following: a) Seller shall permit Buyer, at Buyer's expense, to enter the Land 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. Buyer shall indemnify and hold Seller harmless from all loss, cost, damage and expense (including court costs and reasonable attorney's fees) that Seller may suffer or incur as a result of Buyer's entry onto and investigation and testing of the Land. Buyer's obligation under this sentence shall survive Closing. b) Seller shall undertake any zoning change requests necessary to allow for the construction of the office building according to Site Plan (Exhibit B) and building plans supplied by Buyer. Approval of proper zoning change requests to allow the project must be final at least 90 days prior to the Closing. The date of Closing may be adjusted to accommodate the timing requirement set forth in this paragraph. c) Seller shall provide an ALTA Survey of the Land at Seller's cost. d) Seller shall provide Buyer with copies of all soils, environmental and engineering reports pertaining to the Land, in Seller's possession, within 10 days of acceptance of the purchase agreement. e) Buyer shall have obtained all zoning, land use, watershed, environmental and other governmental approvals and permits Buyer shalt deem necessary to use the Land in the manner contemplated by Buyer, including, but not limited to, a full site plan conforming to Seller's design and zoning standards which Buyer determines can be built for a price acceptable to Buyer, all as determined by Buyer in Buyer's sole discretion. f) Buyer shall have determined that the roads, easements, driveways, utilities, points of access and other infrastructure serving the Land will be adequate for Buyer's purposes, as determined. by Buyer in Buyer's sole discretion. g) On or before the Closing, Title shall have been found acceptable, in accordance with the requirements and terms of Section 9 below. h) Buyer, on or before the Closing, shall have received, reviewed and determined that it is satisfied with the matters disclosed by the ALTA Survey of the Land. i) Buyer shall provide Seller with proof of financing acceptable to Buyer in Buyer's sole discretion for the purchase of the land, building and other improvements at least 14 days before Closing. Buyer shall have also executed a lease with its proposed tenant prior to Closing. j) Buyer entering into, granting and conveying to Seller a perpetual, non - exclusive easement for ingress and egress over, under and across those portions of the Land as shown on the attached Exhibit B. k) The Land will be assigned a Bunker Lake Boulevard address at least 60 days prior to Closing. I) Both Parties acknowledge that there is still a level of contamination in the soils of the Land that may need to be remediated at the Buyer's discretion utilizing the services of a professional testing service agreed upon by both parties. The actual cost of remediation will be split equally between both Parties, with the Seller's share to be a maximum of Fifty Thousand and no /100 Dollars ($50,000.00). In the event any of the above contingencies have not been satisfied or waived by the party benefitted by said contingency on or before the date of Closing, this Agreement shall be voidable at the option of said benefitted party. 5. CLOSING. On the date of Closing, Seller shall deliver to Buyer possession of the Land conveyed to Buyer at that Closing. Subject to performance by Buyer, Seller agrees to execute and deliver at the Closing: a) A Limited Warranty Deed (the "Deed "), conveying fee title to the Land to be conveyed by Seller at the Closing; b) A standard form Seller's Affidavit; c) A Non - Foreign Person Affidavit, stating under penalty of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code, and setting forth Seller's taxpayer identification number and address; d) A completed Minnesota Well Disclosure Certificate or the following statement on the Deed: "The Seller certifies that the Seller does not know of any wells on the described real property"; e) Any notices, certificates and/or affidavits relative to private sewage systems, underground storage tanks and pollution as may be required by Minnesota Statutes; and f) Such other documents as reasonably may be determined by either party or "Title" (defined below) to be necessary to transfer title to the Land. 6. 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 all real estate taxes and installments of special assessments payable therewith ( "Taxes ") that were due and payable on the Land in all years prior to the year in which the Closing for such Land occurs, and all special assessments levied, pending and/or deferred as of the date of such Closing. Buyer shall pay real estate taxes due and payable in the year following Closing and thereafter, and any special assessments levied and payable after the date of Closing. Seller makes no representation concerning the amount of future real estate taxes or of future special assessments. ALLOCATION OF CLOSING COSTS. At the Closing, Seller and Buyer shall pay their own share of any closing fee charged by Title. With respect to all other costs, each party shall pay its share of the Closing costs which are normally assessed against a seller or buyer, as the case may be, except as otherwise provided below. Seller shall pay: state deed tax and any conservation fee on the Deed, and the cost of recording any document necessary to cure any title objection or otherwise place good and marketable title, subject to the Permitted Exceptions, in Buyer. Buyer shall pay all other document recording fees and conservation fees, and mortgage registry tax, recording fees and any conservation fee on any financing documents required by Buyer's lender, if any. 8. NOTICE AND RIGHT TO CURE. Except as otherwise specifically provided in this Agreement, each party shall be entitled to notice of any default and shall have fifteen (15) days after such notice to either cure or contest the default prior to the exercise of any remedy provided herein. 9. TITLE EXAMINATION. a) Title Commitment. As soon as reasonably possible after the complete execution and delivery of this Agreement, Seller shall furnish to Buyer a commitment (the "Commitment "), for an owner's policy of title insurance issued by a title insurance company or agency selected by Buyer, evidencing marketable title ( "Title ") in Seller for the Land, subject to the Permitted Exceptions. Buyer, in advance of ordering the Commitment, shall provide Seller at least two proposals estimating the cost of preparing the title commitment to verify the Commitment will be prepared at a reasonable cost. b) Survey. Seller shall supply an ALTA survey of the Land at the Seller's sole expense. c) Title Objections; Permitted Exceptions. Buyer shall be allowed ten (10) days after receipt of the Commitment for examination of title and making of any objections thereto. Any exception not objected to in writing within the specified time shall be deemed waived, and shall constitute a Permitted Exception. Any exception to the warranties of title that are specified in Section 4 above, and any other matter disclosed by the Commitment that is not timely disapproved in writing by Buyer, shall be Permitted. d) Title Clearance. If any objection to title is timely made as provided in Section 9c, Seller shall elect, by notice to Buyer within ten (10) days after Seller's receipt of such objection, either to agree to use commercially reasonable efforts to cure such objection prior to the Closing, or to terminate this Agreement. If Seller elects to try to cure such objection, but any such objection is not cured prior to the scheduled Closing, Seller may extend the Closing up to a date not later than one hundred twenty (120) days after the scheduled Closing (the "Extended Closing ") to permit Seller to make title marketable. If Seller is unable to make title marketable prior to the Extended Closing, or if Seller elects to terminate this Agreement as permitted above, Buyer may, by notice to Seller within ten (10) days after Buyer's receipt of notice of Seller's election to terminate this Agreement, either: 1. Terminate this Agreement and receive a full refund of all earnest money paid to Seller; or 2. Waive the objection and accept title subject to the objection. 10. DEFAULT. a) Default Defined. Buyer shall be in default under this Agreement if Buyer: fails timely to pay any amount owing to Seller under this Agreement; or fails timely to observe any other covenant or agreement of Buyer set forth in this Agreement; or makes or has made any representation or warranty under this Agreement that is untrue or misleading in any material respect. In case of a default, Buyer shall be entitled to a notice and cure period equal to (i) the period described in Section 8 above, or (ii) the notice and cure period set forth elsewhere in this Agreement for such specific breach. b) Default by Buyer. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not be in breach or default hereunder unless Seller is not currently in default hereunder, and within fifteen (15) days after Buyer's receipt of notice (i) Buyer fails to cure any breach of any obligation of Buyer under this Agreement which is set forth in such notice or (ii) Buyer fails to complete its purchase of the Property as stated herein. If any such failure continues beyond such cure period, Seller may terminate this Agreement and retain the Earnest Money as liquidated damages. In the event Seller elects to terminate this Agreement, Buyer and Seller shall execute and deliver an instrument evidencing said termination, and thereupon, with the exception of Seller's right to retain the Earnest Money, neither party shall have any further obligation to the other. c) Default by Seller. In the event of any default under this Agreement by Seller: Provided Buyer is not currently in breach or default hereunder, Buyer may seek specific performance from Seller, provided that Seller shall be provided a notice and right to cure as provided in Sections 8 or 9 above, as the case may be, and, provided further that any action for specific performance shall be commenced within ninety (90) days after the alleged default; or Buyer may terminate this Agreement by notice to Seller. hr the event Buyer elects to terminate this Agreement, Buyer and Seller shall execute and deliver an instrument evidencing said termination, and thereupon, with the exception of Buyer's right to a return of the Earnest Money, neither party shall have any further obligation to the other. 11. WAIVER OF BREACH. The failure of either party hereto to enforce any provision of this Agreement shall not be construed to be a waiver of such or any other provision, nor in any way to affect the validity of all or any part of this Agreement or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. 12. WELLS, STORAGE TANKS, AND SEPTIC SYSTEMS. Seller certifies to Buyer that Seller does not know of any wells, private septic systems, or underground storage tanks located on or serving the Land. 13. ENVIRONMENTAL REPRESENTATIONS. Seller represents that the Land was part of an environmental cleanup area. Seller warrants to Buyer that Seller does not know of any environmental hazards remaining following the cleanup or the existence of any other environmental contamination other than what has been disclosed to, and acknowledged by Buyer, as identified in Section 4(l) above. 14. BROKERAGE. Seller shall pay Mission Real Estate, LLC a brokerage commission of 3% of the total sale price, or approximately Ten Thousand Four Hundred and Six Dollars ($10,406.00) as compensation for the transactions contemplated by this Agreement. Buyer shall be responsible for brokerage commissions, if any, resulting from the leasing or sale of Buyer's development to third parties. 15. CAPTIONS. The captions contained herein are for convenience only and are not a part of this Agreement. 16. ENTIRE AGREEMENT. This agreement, including the exhibits attached hereto, contains the entire agreement between Seller and Buyer. All other representations, negotiations and agreements, written or oral, with respect to the Land or any portion thereof, are superseded by this Agreement and are of no force and effect. This Agreement may be amended and modified only by a written instrument executed by both parties hereto. 17. ASSIGNMENT. This Agreement and the rights hereunder, may not be sold, assigned or transferred at any time by Buyer, whether voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the Executive Director of the Andover Economic Development Authority. Any attempt to do so by Buyer shall be void. In the event of a sale, assignment or transfer, any assignee to this Agreement shall be bound to the same obligations and responsibilities of the assigning party as contained in this Agreement and Buyer shall remain liable for the full performance of Buyer's obligations hereunder unless Seller expressly releases Buyer from such liability in writing. 18. NOTICES. Notices required or permitted to be given under this Agreement shall be in writing, and shall be deemed to have been given on the earlier to occur of when personally delivered to the addressee, or when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, addressed as follows: If to Seller: City of Andover 1685 Crosstown Boulevard NW Andover, MN 55304 Tel: (763) 755 -5100 Fax: (763) 755-8923 with a copy to: Hawkins & Baumgartner, P.A. 2140 Fourth Avenue North Anoka, MN 5303 Attention: Scott C. Baumgartner If to Buyer: hrventure Properties, LLC 7135 5' Avenue NE Sauk Rapids, MN 56379 Tel: (320) 393 -3185 Fax: (320) 393-3186 Either party may change the address(es) to which notice to such party thereafter shall be given, by providing notice of such change to the other party. Any written notice given in a manner other than as provided in this Section 18 shall be effective only upon actual receipt by the addressee(s). A fax (telecopy) shall be deemed written notice provided the receipt thereof is electronically confirmed by the sending machine and an original, manually signed original of such notice also is given on the date of such fax transmission. 19. BUYER'S PRE - CONSTRUCTION REQUIREMENTS. Buyer shall not perform any site grading, site clearance or construction on the Land until all of the following have occurred: a) Buyer has acquired fee title to the Land and paid the Purchase Price therefor; and b) Buyer has received all necessary and required approvals from the City of Andover relative to performing construction activities on the Land. 20. BUYER'S ADDITIONAL COVENANTS. Buyer covenants and agrees with Seller that, throughout the term of this Agreement Buyer shall use its best efforts to avoid altering or damaging any subdivision improvements on the Land during any construction on the Land, and shall pay all costs of cleanup and/or repair of such subdivision improvements necessitated by Buyer's activities or the activities of its employees, agents, contractors or subcontractors. 21. AS IS; ALL FAULTS. Subject to Seller's representations, warranties and covenants set forth in this Agreement and in the closing documents, and subject to Buyer's rights to terminate during its due diligence investigation period, Buyer agrees to accept the condition of the Land, including specifically without limitation, the environmental and geological condition of the Land, in an "AS -IS" and with "ALL FAULTS" condition. Buyer's acceptance of title to the Land shall represent Buyer's acknowledgment and agreement that, except as expressly set forth in this Agreement or the closing documents: (i) Seller has not made any written or oral representation or warranty of any kind with respect to the Land (including without limitation express or implied warranties of title, merchantability, or fitness for a particular purpose); (ii) Buyer has not relied on any written or oral representation or warranty made by Seller, its agents or employees with respect to the condition or value of the Land; (iii) Buyer has had an adequate opportunity to inspect the condition of the Land, including without limitation, any environmental testing, and to inspect documents applicable thereto, and Buyer is relying solely on such inspection and testing; and (iv) the condition of the Land is fit for Buyer's intended use. 22. MISCELLANEOUS PROVISIONS. a) Attorneys' Fees and Jury Waiver. If either Party shall be required to employ an attorney to enforce or defend the rights of such Party hereunder, the prevailing Party shall be entitled to recover reasonable attorneys' fees. EACH PARTY HERETO WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT, THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER OR THE PROPERTY. b) Binding Effect. This Agreement shall inure to the benefit of and bind the Parties hereto and their respective heirs, representatives, successors, and assigns. c) Interpretation. The Parties acknowledge and agree that each has been given the opportunity to independently review this Agreement with legal counsel, and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. The Parties have equal bargaining power, and intend the plain meaning of the provisions herein. In the event of any ambiguity in or dispute regarding the interpretation of this Agreement, the interpretation of this Agreement shall not be resolved by any rule of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the draftsman. This Agreement shall be construed in accordance with the laws of the State of Minnesota. d) Counterpart and Electronic Signature. This Agreement may be executed in any number of counterparts or signed or transmitted via digital transmission, each of which when executed and delivered shall be deemed an original and together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. SELLER: BUYER: ANDOVER ECONOMIC Inventure Properties, LLC DEVELOPMENT AUTHORITY Jim Dickinson Douglas J. Boser Its: Executive Director Its: Exhibit "Aft LEGAL DESCRIPTION All that pan ofthe South Halfofthe Northern QuenerofSeclion 33, Township 32, Range 24. Anoka County, Minnesota, described as rollows: Comommem, at a point on the South line orsaid South Halfof the Northeast cleaner distant 1536.00 fact West from the Southeast comer afsaid Smith Halfof the Noumea canner; thence North at night angles in mid South line a draw= of 227.84 fat: thence North 59 degrees 51 minutes W seconds West a disam ce of240.58 feet; thence South 30 degrees 37 mina 55 moods Wen a distance of405.R fat, mute or leas, to the South line afsaid South Half of the Northeast Qmner, thence East along mid South line a distance of414.50 feet, more or less, to the point of com n no m ul. EXCEPTING that pan of the above described pact lying Westerly, of the fallowing line: Beginning at a point on the South line ormid South Halrorthe Northean Quaner, Meant 817.85 fm Eels from the Southma comer afsaid South HelfoFMa Northeast Counts; thence North, as right pngles, a distance of43. 10 facq thence Northwesterly along a tangential curve concave in the East, having Is radius of 716.20 feel and a central angle oq0 degrees 20 minutes 00 seconds a distance of 379.17 fact; thence Noah 30 degrees 20 minutes 00 moods Emt a durance of 100.00 feet ark there amounting, according the Umead Sams Government Survey thomofmk situate in Anoka County, Mimaan. FURTHER EXCEPTING the South 60 feel ohhe above described property AND All that pan a the South Half arms, Northeast Quaner ofSemi0n 33, Township 32, R., 24, Anoka County, Minnes0a described as follows: Commencing at o point on the South line ofusid South Halfofthe Non cant Quaner distant 1536.0 feet Wen from the Southeast comer of mid South Halfofthe Northeast Quarter; therm NOnh m right angles to mid Sarah line a disuna or227.84 feet to the actual pa',m of beginning of pact of land to be hereby described; thence North 59 degrees 51 minutes Wen a distance or 240.58 feet to the career line ofCoumy Sate Aid Highway No 18; Ihentt Noah 30 degrees 37 minutes 55 ucards East along said carter line a diem. of 1 10.00 feu; thence South 59 degrees 51 mina¢, East as dism., n(U.97 ran to a poi. on a line dawn at right angles to the South line of said South Halfofthe Nonlinear Duper from a point on mid South line distant 1426.0 feet West from Me SouNwt comer ofusid South Halfofthe Northeast Quaner. said point bring 29 1. 15 ran North as measured along said right angle lire from mid South line, thence South 60 degrees 04 minute 50 seconds West u distance of 126.91 four to the mutual point of beginning Except that part of@e above described property lying Soushmnerly of the fallowing described line: Commencing m the Sentiment era of Me South Halfof the Nonheau Quaner of Section 33, Township 32, Range 24, Anoka County, Mimama, Mew West, assumed bearing, along the South line of ask South Halfofthe Northeast Quarter a distance of 1536.00 feet; thence Noah at right angles to said South line, e distance of227.M feet as the point afbeginning crustal line; theMe North 30 degrees 09 minutes W .cords Earn a distance of 109.99 feel a the Nanherly line ofthe above described pmpeny and said line Move terminating accmdingm the United Stares Government Survey thereof and situate in Anoka County, Mimes.. 10 m a s x W SITE PLAN 1o+ �; meow �n INVENTURE oervE oeswx. w