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HomeMy WebLinkAboutEDA April 4, 2006 1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304 . (763) 755-5100 FAX (763) 755-8923 . WWW.CI.ANDOVER.MN,US ECONOMIC DEVELOPMENT AUTHORITY MEETING April 4, 2006 6:00 p.m. Conference Rooms A & B AGENDA 1. Call to Order - 6:00 p.m. 2. Approval of Minutes (3/21/06 Regular Mtg.) 3. Discuss Final Form of Casey Purchase Agreement & Right of First Refusal 4. Verbal Update from John Larkin (Sports Training Facility) 5. Verbal Update on Economic Development Activities 6. Other Business 7. Adjourn CITY OF NDOVE @ 1685 CROSSTOWN BOULEVARD N.W, . ANDOVER, MINNESOTA 55304. (763) 755-5100 FAX (763) 755-8923 . WWW.CI.ANDOVER.MN,US cc: Economic Development Authority Jim Dickinson, Executive DirectX') Vicki V olk, City Clerk - ~ TO: FROM: SUBJECT: Approval of Minutes DATE: April 4, 2006 INTRODUCTION The following minutes were provided by TimeSaver for approval by the EDA: March 21, 2006 Regular Meeting (OIttel absent) DISCUSSION Attached are copies of the minutes for your review. ACTION REOUlRED The EDA is requested to approve the above minutes. Respectfully submitted, UJ-,' ()~ Vicki V olk City Clerk ANDOVER ECONOMIC DEVELOPMENT AUTHORITY MEETING MARCH 21, 2006 - MINUTES A Meeting ofthe Andover Economic Development Authority was called to order by President Mike Gamache, March 21,2006,6:00 p.m., at the Andover City Hall, 1685 Crosstown Boulevard NW, Andover, Minnesota. Absent: Also present: Commissioners Don Jacobson, Mike Knight, Julie Trude; Voting resident members Joyce Twistol and Robert Nowak Commissioner Ken Orttel, Edward Schultz (Advisor to the EDA) Executive Director, Jim Dickinson Community Development Director, Will Neumeister Others Present: APPROVAL OF MINUTES February 21,2006: Correct as written. MOTION by Jacobson, Seconded by Knight, approval of the Minutes as written. Motion carried unanimously. PURCHASE AGREEMENT REVIEW Mr. Neumeister stated Mr. Casey has asked to modify the purchase agreement for purchase of Lot 2, Block 3, Andover Station North. The reason he would like to change it is one ofthe potential buyers he had lined up for the multi-tenant building decided not to pursue the venture. Mr. Casey would still like to proceed with purchasing enough land to build a 24,000 square foot light industrial building. The original proposal was to build 31,000 square feet with three different businesses occupying the building. Mr. Casey has indicated that he would not need as much property as was originally planned for Lot 2, and he would like to move the lot line between Lot 2 and 3 approximately 35 feet west of where it is currently located. Each parcel would be equal in size and Mr. Casey feels that this will allow him to build the same size building on the second site and not incur additional architectural fees. He would still like to obtain an option of the site to the east of Lot 2. Mr. Neumeister reviewed the revised purchase agreement with the Commission. Mr. Dickinson indicated there would also be a non-refundable deposit. Mr. Nowak wondered how long the option would be. Mr. Neumeister stated it would be for one year. Andover Economic Development Authority Meeting Minutes -March 21,2006 Page 2 Commissioner Jacobson wondered ifthey could leave the proposal as is. Mr. Casey stated he would not mind doing this but there could be a problem with the financing and the third business has decided to retire. He stated he would not have a problem with leaving it as is but he did not know if the financing agent would agree to this. Commissioner Trude wondered ifMr. Casey has found a floor business yet because she thought one would work well in Andover. Mr. Casey stated he has not. Commissioner Knight wondered if the second building would be a home center also. Mr. Casey stated it would. Mr. Neumeister indicated the new layout would work for the parcels. Commissioner Jacobson stated there is a cost to the EDA for reconfiguring the lots and doing a new survey. He thought the additional cost to the EDA should be reimbursed. Commissioner Trude wondered if they would be making this up with the higher cost. Mr. Dickinson stated they would recoup some ofthe costs. Commissioner Trude did like the mirror image buildings because that is what they see in other business parks. Commissioner Jacobson asked what the price is if Mr. Casey were to sign now. Mr. Neumeister stated it is $2.60 per square foot plus park dedication fees and assessments. The new price per square foot would be $2.80. Commissioner Trude wondered what building would work better for Mr. Casey. Mr. Casey stated the smaller building would work better in acquiring the businesses and he thought leaving the price the same on the first lot and then raising the fee on the second lot to the $2.80 per square foot would be best. Commissioner Jacobson stated that is assuming Mr. Casey is the purchaser of the second lot. Mr. Casey stated the EDA would still have the $10,000 non-refundable deposit. Mr. Nowak wondered ifthat would be in the cost ofthe property if Mr. Casey purchased the property. Mr. Neumeister stated it would. Mr. Nowak stated the EDA would not recoup their costs unless the costs would be included in the new price per square foot. Mr. Dickinson stated they could do that. Commissioner Trude stated she would be concerned with this if Mr. Casey did not pull permits this year. Mr. Casey stated he wanted to get certificates of occupancy by the Fall of2006. Mr. Nowak wondered ifthe cost of moving the line would be more than $10,000. Mr. Neumeister did not think so. He thought this would all be done on computers and would Andover Economic Development Authority Meeting Minutes-March 21,2006 Page 3 probably be around $1,000 in costs. Commissioner Trude stated her concern with raising the price is that Mr. Casey would be paying almost as much for this parcel, a less desirable piece ofland, as Mr. Rudnicki is paying. Mr. Neumeister reviewed the costs with the Commission. Commissioner Jacobson noted his suggestions to the Commission indicating he would want $2.80 a square foot along with first refusal option and a ten thousand dollar non-refundable deposit. Mr. Dickinson thought there may be some value in getting mirror image buildings. Mr. Casey stated he would need to go to his banker to see ifthis would work. Commissioner Knight stated he would not have a problem extending the drop dead letter by a week, if Mr. Casey would need additional time. Mr. Casey stated he would need to go back and renegotiate this with the tenants ofthe building to see ifthis would work for them. Commissioner Trude stated she liked the idea of an option for this because it will allow Mr. Casey to go out and market the areas. The Commission discussed different options for the land and surrounding parcels. The Commission decided they would not want to split the parcel any more and make it smaller than it already is. Commissioner Knight stated he would not have a problem with staying at $2.60 a square foot, ifthey passed on the costs to the parcel next to this. Commissioner Jacobson stated he would be willing to keep the $2.60 until the next meeting and if a decision is not made by Mr. Casey by then the cost would go up to $2.80 a square foot. President Gamache thought once Mr. Casey's and Mr. Rudnicki's buildings are up the other parcels prices will go up. He stated he liked Commissioner Jacobson's idea about the two-week price stay. Mr. Neumeister stated they need to have a base price for the second parcel and he thought the agreement indicated that along with an escalator. Mr. Dickinson stated staffwill negotiate with Mr. Casey in the next two weeks on either an option or right of first refusal on the second parcel. ANDOVER STATION NORTH - TOWNHOME PORTION OF DE VEL OPMENTIBR UGGEMAN HOMES Mr. Neumeister stated Bruggeman Homes wants to shorten the units and make them one level single unit townhomes.Instead of eight units, they will have seven units for a total of 28 units instead of the original proposal of 32 units. They will be losing four units. The Commission Andover Economic Development Authority Meeting Minutes-March 21,2006 Page 4 agreed with this plan and thought it would look good. VERBAL UPDATE ON ECONOMIC DEVELOPMENT ACTIVITIES Mr. Neumeister reviewed the Andover Station North parcels. He stated they are still working with the Play Venture parcel for the sports facility. Parcel two on Jay Street is being discussed to possibly split it into four separate parcels. He stated they are still discussing with Mr. Howard regarding the City Code and building phases. The parcel south of the wetland is being discussed with a business owner from Ramsey and there will probably be outside storage on this site. Commissioner Knight stated he would be concerned with what is going to be stored outside. He stated he is concerned with the height of fencing. Mr. Dickinson stated they could restrict the height. Mr. Neumeister thought shingles would be stored outside. Mr. Neumeister stated he keeps approaching people on the restaurant site. He's encountered negative attitudes but he will keep trying. Commissioner Trude stated they could wait on the restaurant site until after some ofthe businesses come in and build. She thought a restaurant would want to come in once the area shows activity. OTHER BUSINESS Commissioner Jacobson wondered how the bowling alley is going. Mr. Dickinson updated the Commission on the bowling alley. Motion by Jacobson, Seconded by Trude, to adjourn. Motion carried unanimously. The meeting adjourned at 6:55 p.m. Respectfully submitted, Susan Osbeck, Recording Secretary @ Cc: 1685 CROSSTOWN BOULEVARD N,W, . ANDOVER, MINNESOTA 55304. (763) 755-5100 FAX (763) 755-8923 . WWW,CI.ANDOVER,MN,US EDA President and Board '\....~ Jim Dickinson, Executive Director ~ Will Neumeister, Director of Community Development (JJi- TO: FROM: SUBJECT: Discuss Final Form of Casey Purchase Agreement/Right of First Refusal DATE: April 4, 2006 INTRODUCTION At the March 21, 2006 EDA meeting, Mr. Casey asked to modify the purchase agreement for purchase of Lot 2, Block 3, Andover Station North. Based on the direction of ED A, staff has prepared a modified purchase agreement and right offrrst refusal and the EDA is asked to review and approve it. DISCUSSION As you may recall, Mr. Casey indicated he would like to proceed with purchasing enough land to build a 24,000 square foot light industrial building. The original proposal was to build 31,000 square feet with three different businesses occupying the building The modifications were needed as Mr. Casey indicated that he would not need as much property as was originally planned for Lot 2, and he would like to move the lot line between Lot 2 and 3 approximately 35 west of where it is currently located. Each parcel would be equal in size and Mr. Casey feels that this will allow him to build the same size building on the second site and not incur additional architectural fees. He would still like to obtain an option of the site to the east of Lot 2. The price per square foot for the purchase agreement on the portion of Lot 2 he is interested in stays the same as was negotiated last year. The right of first refusal has a $4,000 fee that is the staff's recommended payment to take care of the work involved in the lot line adjustment. ACTION REOUESTED The EDA is asked to review and comment on the fmal form of the purchase agreement. If this is acceptable, then the EDA should move to allow the President and Executive Director to act on behalf of the EDA and sign the modified purchase agreement. Respectfully SUb~ Will Neumeister Attachments Purchase Agreement & Right of First Refusal Cc: Michael Casey, 4135 Coon Rapids Blvd., Minneapolis, MN 55433 PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement is made on , 2006, by and between Andover Economic Development Authority, a body corporate and politic, 1685 Crosstown Boulevard NW, Andover, Minnesota, Seller and Michael S. Casey, an individual, of 14168 Orchid Street, Andover, Minnesota 55304, Buyer. 2. OFFER/ACCEPTANCE. Buyer agrees to purchase and Seller agrees to sell real property legally described as follows: The westerly 318 feet of Lot 2, Block 3, Andover Station North, Anoka County, Minnesota. (see Exhibit A attached hereto). After execution of this Agreement by the parties, Sellers shall cause the Property to be surveyed and the legal description in said survey shall be attached hereto. 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 price for the real and property included in this sale: Two Hundred Thirty Nine Thousand Seven Hundred Seventy Two and no/100 Dollars ($239,772.00) which Buyer shall pay as follows: Earnest money of Ten Thousand and no/100 Dollars ($10,000.00) by check, receipt of which is hereby acknowledged, and Two Hundred Twenty Nine Thousand Seven Hundred Seventy Two and no/100 Dollars ($229,772.00) cash on or before May 5,2006 DATE OF CLOSING. The purchase price is based on a site estimated to be 92,220 square feet with a price of $2.60 per square foot. After the survey is completed of the property by the EDA as required in paragraph 8 herein and the actual square footage of the site is known, the price shall be adjusted to reflect the change in land area based upon the square foot price set out in this paragraph. 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. (b) Buyer shall have obtained all zoning, land use, signage, watershed, environmental and other governmental approvals and permits Buyer shall deem 1 necessary to use the Property in the manner contemplated by Buyer, including, without limitation, 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, in Buyer's sole discretion. (c) Buyer shall have determined that the roads, utilities, points of access and other infrastructure serving the Property will be adequate for Buyer's purposes. 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. DEEDIMARKET ABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Warranty Deed conveying marketable title, subject to: A. Building and zoning laws, ordinances, state and federal regulations; B. Restrictions relating to use or improvement of the property without effective forfeiture provisions; C. Reservation of any mineral rights by the State of Minnesota; D. Utility and drainage easements which do not interfere with existing improvements. E. Declaration of Covenants filed by the Andover Economic Development Authority. 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 installments of special assessments certified for payment with the real estate taxes due and payable in the year of closing except any installments associated with the construction of 13Sth Avenue and Ibis Street which shall be the responsibility of the Buyer. SELLER SHALL PAY on DATE OF CLOSING all other special assessments levied as of the date of this Agreement except any installments associated with the construction of 13Sth Avenue and Ibis Street which shall be the responsibility of the Buyer. 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, the payment of which is not otherwise provided herein. Seller makes no 2 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) SELLER shall provide a survey of the property reflecting boundary lines, topographic indications, subdivision, easements, restrictions and other matters customarily reflected in a plat of real property. (c) SELLER warrants that there shall be two direct non-exclusive accesses to public streets to the property. (d) SELLER shall cause all offsite utilities, stonn drainage, street lights and paving to be constructed, if not already completed, necessary to serve the subdivision at its expense. Such obligation shall not include the sanitary sewer and water area connection charges. Said charges shall be the responsibility of the Buyer. (e) SELLER shall provide site rough grading on the property. (f) SELLER shall provide and pay for a Phase I environmental assessment for subject property for the benefit of and with reliance letters addressed to the Buyer and Buyer's lenders. 9. BUYER'S OBLIGATIONS. (a) BUYER will provide a preliminary site plan on or before May 5, 2006 for approval of the Seller. (b) BUYER shall construct a building upon the property which is in substantial confonnance to the building identified in attached Exhibit B. Buyer's obligation shall survive the closing on this transaction. 10. 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 subject to restrictive covenants, Seller has not received any notice from any person as to a breach of the covenants. 11. POSSESSION. Seller shall deliver possession of the property not later than DATE OF CLOSING. All interest, fuel oil, liquid petroleum gas, and all charges for 3 city water, city sewer, electricity and natural gas shall be prorated between the parties as of the date of change of possession. 12. EXAMINATION OF TITLE. Seller shall, within a reasonable time after acceptance of this Agreement, furnish an Abstract of Title, or a Registered Property Abstract, certified to date to include proper searches covering bankruptcies, State and Federal judgments and liens. Buyer shall be allowed 30 business days after receipt for examination of title and making any objections, which shall be made in writing or deemed waived. 13. 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 closing date, whichever is later. B. If notice is given and Seller proceeds in good faith to make title marketable but the 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. C. If Seller does not give notice of intention to make title marketable, or if notice is given but the 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, anyone or more of the following: (1) Proceed to closing without waiver or merger in the deed of the objections to title and without waiver of any remedies, and may: (a) Seek damages, costs, and reasonable attorney's fees from Seller as permitted by law (damages under this subparagraph (a) shall be limited to the cost of curing objections to title, and consequential damages are 4 excluded); or, (b) Undertake proceedings to correct 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 six months after such right of action arises. D. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may elect either of the following options, as permitted by law: (1) Cancel this contract as provided by statute and retain all payments made hereunder as liquidated damages. The parties acknowledge their intention that any note given pursuant to this contract is a down payment note, and may be presented for payment notwithstanding cancellation; (2) Seek specific performance within six months after such right of action arises, including costs and reasonable attorney's fees, as permitted by law. E. 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) Seek damages from Seller including costs and reasonable attorneys' fees; (2) Seek specific performance within six months after such right of action arises. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT. 14. 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. 5 15. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 16. WELL AND FUEL TANK DISCLOSURE. Seller certifies that the Seller does not know of any fuel tanks or wells on the described real property. 17. INDIVIDUAL SEWAGE TREATMENT SYSTEM DISCLOSURE. Seller certifies that there is no individual sewage treatment system on or serving the property. 18. PAYMENT OF CLOSING COSTS. Each party will pay closing costs which are normally allocated of Buyers and Sellers in a real estate transaction. 19. RIGHT OF FIRST REFUSAL. The Seller and Buyer agree that at the closing, the property contained herein, they will enter into a Right of First Refusal Agreement attached hereto as Exhibit C. 20. RESTRICTIVE COVENANT. Seller and Buyer agree that at the time of the closing, they will execute a restrictive covenant to be recorded against the property described herein and in the Right of First Refusal which requires the Buyer, its successors and assigns to construct a "vapor barrier" under any building that is constructed upon the property being constructed on Lots 2 and 3, Block 3, Andover Station North. Said restrictive covenant shall also include a provision that prevents any new wells from being bored or drilled on any of the properties described in this paragraph. 21. PARK DEDICATION. Buyer agrees, at the closing, to pay a park dedication fee to the City of Andover in an amount of 10% of the purchase price listed in paragraph 4 herein. Said amount shall be in addition to the price paid for the land in paragraph 4. 22. CROSS EASEMENT. Buyer shall provide to Seller at the closing a signed cross easement prepared at Buyer's expense providing for driveway access rights between Lots 1, 2, 3, Block 3, Andover Station North, Anoka County, Minnesota. Such cross easement shall be in a form approved by Seller. The Andover Economic Development Authority agrees to sell the property for the price and terms and conditions set forth above. I agree to purchase the property for the price and terms and conditions set forth above. SELLER: BUYER: ANDOVER ECOMONIC DEVELOPMENT AUTHORITY MICHAEL S. CASEY 6 By: By: Michael R. Gamache, President James Dickinson, Executive Director Michael S. Casey 7 RIGHT OF FIRST REFUSAL This Right of First Refusal Agreement is made and entered into this day of , 2006, by and between Andover Economic Development Authority, a body corporate and politic, 1685 Crosstown Boulevard NW, Andover, Minnesota, Seller and Michael S. Casey, , 14168 Orchid Street, Andover, Minnesota, Buyer. WITNESSETH: WHEREAS, Seller is the owner of real property situated in Anoka County, Minnesota, described as follows: See Exhibit A attached hereto. hereinafter called "Right of First Refusal Premises"; and WHEREAS, pursuant to a purchase agreement dated 2006, Seller sold the Buyer all of the Seller's property described as follows: See Exhibit B attached hereto. and WHEREAS, as a part of said purchase agreement dated 2006, Seller also gave Buyer the Right of First Refusal to purchase said "Right of First Refusal Premises." NOW, THEREFORE, in consideration of the sum of $4,000.00 Dollars ($4,000.00) and other good and valuable consideration and pursuant to the aforesaid purchase agreement dated , 2006, it is hereby agreed as follows: 1. Right of First Refusal. In the event Seller receives a bona fide offer from a third party to purchase all or part of the Right of First Refusal Premises described herein, 1 Seller shall give written notice thereof to Buyer. Buyer shall have ten (10) days after receiving written notice from Seller that Seller intends to accept the offer to notify Seller in writing that the Buyer will purchase the property upon the same terms and conditions set forth in the offer. Seller shall include a copy of the offer in the notice to the Buyer. 2. Notices. Any notices, elections, payment or demand, permitted or required to be given or made pursuant to this agreement shall be delivered personally or mailed by United States certified or registered mail, with return receipt requested, to the addresses hereinafter set forth. Such notice, demand or payment shall be deemed given or made when delivered personally or deposited in the United States mail in accordance with the above. The addresses of the parties hereto are as follows: Seller: Andover Economic Development Authority 1685 Crosstown Boulevard NW Andover, Minnesota 55304 Buyer: Michael S. Casey 14168 Orchid Street Andover, Minnesota 55304 3. In the event the Buyer does not give written notice of their intention to purchase the Right of First Refusal Premises within the time period provided herein, the property may be conveyed to the third party, provided, however, if the terms of the offer are subsequently modified the offer must be resubmitted to the Buyer pursuant to the terms of this agreement. 4. The terms, conditions and covenants herein shall extend to, be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties hereto. 5. All agreements herein contained shall survive the closing and shall bind the 2 parties hereto subsequent to the closing of the sale pursuant hereto as fully as if new agreements were entered into at the time of said closing, a rule of law to the contrary notwithstanding. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed on the day and the year first above written. SELLER BUYER ANDOVER ECONOMIC DEVELOPMENT AUTHORITY MICHAEL S. CASEY Michael R. Gamache, President Michael S. Casey James Dickinson, Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) This instrument was acknowledged before me on , 2006 by Michael R. Gamache and James Dickinson, the President and Executive Director of the Andover Economic Development Authority, a body corporate and politic under the laws of the State of Minnesota, on behalf of the Authority. Notary Public 3 STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of , 2006, before me, a Notary Public within and for said County, personally appeared Michael S. Casey, , to me known to be the person described in and who executed the foregoing instrument and he executed the same as his free act and deed. Notary Public This instrument was drafted by: William G. Hawkins and Associates 2140 Fourth Avenue North Anoka, Minnesota 55303 (763) 427-8877 4 EXHIBIT A 5 EXHIBIT B 6