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HomeMy WebLinkAboutEDA December 6, 2005 1685 CROSSTOWN BOULEVARD N.W. . ANDOVER. MINNESOTA 55304 . (763) 755-5100 FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US ECONOMIC DEVELOPMENT AUTHORITY MEETING December 6, 2005 6:00 p.m. Conference Rooms A & B AGENDA , 1. Call to Order - 6:00 p.m. 2. Approval of Minutes (11/15/05 Regular Mtg.) 3. Andover Station North Development Improvements 4. Letters of IntentlPurchase Agreements Review J S. Other Business 6. Adjourn . / @ '. J 1685 CROSSTOWN BOULEVARD NW. . ANDOVER, MINNESOTA 55304. (763) 755-5100 FAX (763) 755-8923 . WWW.CI.ANDOVER.MN.US TO: Economic Development Authority CC: Jim Dickinson, Executive Directo~ FROM: Vicki V olk, City Clerk SUBJECT: Approval of Minutes DATE: December 6, 2005 INTRODUCTION The following minutes were provided by staff for approval by the EDA: November 15, 2005 Regular Meting " J DISCUSSION Attached are copies of the minutes for your review. ACTION REQUIRED The EDA is requested to approve the above minutes. Respectfully submitted, {)J' (/.f!J Vicki V olk City Clerk . J "\ ; ANDOVER ECONOMIC DEVELOPMENT AUTHORITY MEETING NOVEMBER 15, 2005 - MINUTES A Regular Meeting of the Andover Economic Development Authority was called to order by President Mike Gamache at 6:05 p.m., Tuesday, November 15, 2005 at the Andover City Hall, 1685 Crosstown Boulevard NW, Andover, Minnesota. Commissioners Present: Commissioners Absent: Also Present: Mike Knight, Don Jacobson, Ken Orttel, Julie Trude Joyce TwistoI, Robert Nowak Jim Dickinson, Executive Director Courtney Bednarz, City Planner Others APPROVAL OF MINUTES November 1, 200S '\ / Page 1, 3rd paragraph under Letter of Intent, add "...where these costs are included in the price" . Motion by Trude, seconded by Orttel to approve the minutes of November 1, 2005 as amended. Motion carried. PURCHASE AGREEMENT REVIEW (RUDNICKI) Mr. Dickinson noted that there are 2 purchase agreements to deal with - Rudnicki's and Casey's. The EDA also needs to discuss the monument sign. Commisisoner Jacobson noted that in the Casey agreement there's a paragraph that addresses park dedication fees but there is no such paragraph in the Rudnicki agreement. Mr. Dickinson explained that it's indicated in the Rudnicki agreement but not broken out. Commissoner Jacobson also noted that in the Rudnicki agreement it talks about the seller's design standards. It says the Buyer will build a building at a price acceptable to Buyer and he asked if that is good enough. Mr. Dickinson explained that it's going to have to meet with EDA approval before it goes forward. (Commissioner Knight arrived at 6:10 p.m.) '\ , ) Mr. Dickinson noted that the [mal site plan is due to the city on or before March 10, 2006. '\ EDA Meeting November 15,2005 - Minutes Page 2 Mr. Rudnicki stated they would like to start construction on April 1, 2006. Mr. Dickinson noted that the city is comfortable with that schedule. Commissioner Trude felt that the agreement should state that if it doesn't go ahead within 6 months the EDA could extend the timeline. Mr. Rudnicki stated that they are looking for a little guidance on the monument sign. They are proposing a variation of what is on Andover Station South and would like to see the sign in the southwest corner and the area identification sign in the southeast corner. The sign would be approximately 10 feet. Depending on what a sign company recommends he would like to go wider rather than taller. '\, , Commissioner Knight expressed concern about the sign. Anyone coming from the west will be past the sign before they have a chance to read it. They will miss the closest entry. He asked if there is going to be another identification sign on Hanson Boulevard. Mr. Dickinson stated yes and asked the EDA if there is agreement to put the 2 signs on Bunker Lake Boulevard. President Gamache asked if the owners of the properties would control the signs. Mr. Rudnicki responded yes. Commissioner Trude stated she would be willing to let him have signs on the back of the building. Mr. Dickinson stated that they are going to move forward with an administrative lot split on the Rudnicki parcel and there will need to be a code amendment for the dry cleaner. The formal approvals on the purchase agreement will come to the next EDA meeting. He also noted that on the Casey agreement, it needs to have "Fifty" added after Two Hundred. The EDA discussed whether an assignment clause needs to be in the purchase agreements with the consensus being that it is not necessary as no matter who the players are, the EDA still has control over what goes in there. APPROVE 2006 EDA BUDGET Mr. Dickinson explained that the Special Revenue Fund budget needs to be adopted by the EDA. That is the EDA's operating budget. The other items provided are the nF Project Fund, nF Bond summary and individual funds, Community Center construction fund, Community Center debt service fund and nF cash flow analysis for TIF Districts 1-1 and 1-2. Mr. Dickinson reviewed the listed documents with the EDA. Mr. Dickinson explained that he hopes to have the Community Center Construction fund closed by the end of this year. There may be some retainage to payout in 2006. ~ ./' Commissioner Orttel asked when an operating budget for the Community Center would be available. Mr. Dickinson stated that he would provide that at the next workshop. The Community Center Advisory Commission would be looking at it at their next meeting. .' EDA Meeting November 15, 2005 - Minutes Page 3 Motion by Orttel, seconded by Jacobson to approve the Special Revenue Budget. Motion carried unanimously. APPROVE LMCIT LIABILITY COVERAGE - EDA Motion by Jacobson, seconded by Knight that the EDA does not waive the monetary limits on our tort liability. Motion carried unanimously. OTHER BUSINESS Mr. Dickinson noted that staff is still working with Bruggeman on the parcel south of the landfill. Commissioner Trude felt they need some green space. Mr. Bednarz explained that Pulte would be buying out Bruggeman. Motion by Jacobson, seconded by Trude to adjourn. Motion carried. Meeting adjoumed at 6:54 p.m. Respectfully submitted, Vicki V olk City Clerk " (j) I CITY OF NDOVE 1685 CROSSTOWN BOULEVARD NW. . 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 Will Neumeister, Community Development DirectorltYct... FROM: SUBJECT: Andover Station North Development Improvements DATE: December 6, 2005 INTRODUCTION At this point in time, there is very little new information to provide the EDA. This memo is provided as a status update for all the various dealings and construction projects that have been underway. DISCUSSION Jay Street base course paving is done and all curb, gutter and medians are installed. Wear course paving will be done early next spring. The lighting fixtures are all in place, and the public street, turn lane on Bunker Lake Boulevard and public and private utilities to serve the southern parcels are all completed. The street has been barricaded at both ends (from just north of PO V's entrance to Hanson Boulevard). The final form of the purchase agreements for various land sales that have been discussed by the EDA over the past few months are nearly completed. The City Attorney is working with the clients and their attorneys to prepare the necessary closing documents. The land exchange agreement with Brad Povlitzki is nearly complete and the final adjustments to the townhome plans are being made. The site plans for Michael Casey's and Louis Rudnicki's buildings/sites are being prepared. ACTION REOUIRED This is an informational update to the EDA only, no action is needed. Respectfully submitted, /d.-. Will Neumeister (j) / TO: 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 ~ . I Will Neumeister, Director of Community Developmenta/'oL- FROM: SUBJECT: Letter ofIntent/Purchase Agreements Review DATE: December 6, 2005 INTRODUCTION There have been no new "Letters of Intent" received. However, there has been a new purchase agreement (for Tony Howard) recently written by Bill Hawkins that was authorized by the EDA (in November). It has been attached for your review and comment. DISCUSSION Provided the EDA agrees to the terms and conditions contained in the attached purchase / agreement, the EDA would need to authorize the EDA President and the Executive Director to sign it and then process the fmal items (i.e. lot split, approve final site and building plans) needed before the EDA can close with Tony Howard (West Commercial LLC). ACTION REOUESTED Staff requests the EDA to review the newest purchase agreement for West Commercial LLC and offer any comments or changes needed before the EDA President and Executive Director to sign on behalf of the EDA. Respectfully submitted, W'IIN . 6VL 1 eumelster Attachments Purchase Agreement (for Tony Howard) Location map of site to be purchased \ PURCHASE AGREEMENT / This Agreement made and entered into this _ day of , 2005 by and between the Andover Economic Development Authority, a body corporate and politic ("Seller") and West Commercial LLC, a Minnesota limited liability company ("Buyer"). Whereas, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration in hand paid by Buyer to Sellers as more fully set forth below, the receipt and sufficiency of which is hereby acknowledged by Sellers, it is hereby agreed as follows: 1. Sale of Property. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following: (a) Fee title to that certain tract or parcel of land located in the County of Anoka, State of Minnesota (the "Subject Property") as legally described on Exhibit "A" attached hereto. (b) The Subject Property is estimated to include approximately 2 acres of land. 2. Purchase Price and Manner of Payment. The total purchase price ("Purchase Price") to be paid by Buyer to Seller for the Subject Property shall be the sum of: (a) An amount calculated by multiplying $3.65 times the number of "Net Square Feet" of land area within the Subject Premises. "Net Square Feet" is estimated at 87,120, but shall be determined by the surveyor pursuant to paragraph 5.1 c hereof and shall mean the total number of square feet of land area within the Subject Property. ) (b) (The estimated purchase price based upon the estimated Net Square Feet is $317,988.00.) (c) In addition to the amount listed in 2(a) herein, Buyer shall pay an amount equal to an additional ten percent (10%) of the price per square foot as a park dedication fee(estimated to be $31,798.80). (d) (The total estimated Purchase Price is $349,786.80.) The Purchase Price shall be paid as follows: i) $15,000.00 "Earnest Money" to be deposited with Registered Abstractors of Anoka, located at 2115 Third Avenue, Anoka Minnesota 55303-2236five business days after the execution and delivery of this Agreement by both Seller and Buyer and to be delivered to Seller on the Date of Closing or otherwise disbursed in accordance with the terms of this Agreement. ii) Balance paid in cash at closing. , J 3. DATE AND PLACE OF CLOSING. The date for the closing of the sale shall be on or before April 1, 2006, or on such other date as the parties mutually agree at a location on which the parties can mutually agree. On the date of closing, Seller shall execute and deliver to Buyer, the following: -2- '\ J (a) A Warranty Deed subject to the Permitted Exceptions; (b) All certificates, instruments and other documents necessary to permit the recording of the Deed; (c) A standard Seller's Affidavit with respect to judgments, bankruptcies, tax liens, mechanic's liens, parties in possession, unrecorded interests, encroachments or boundary line questions, and related matters; (d) An affidavit of Seller stating that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code and such information as may be necessary to permit Buyer to comply with any applicable transaction reporting requirements of the Internal Revenue Service or any other governmental agency; 4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer that: (a) Seller has received no notice of any action, litigation, investigation, or proceeding of any kind pending against Seller relating to Seller's ability to perform under the terms of this Agreement. (b) J No representation or warranty by Seller in this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein not misleading. No other representation, oral or written, has been made other than those contained herein. (c) Sellers shall allow Buyer and Buyers agents the right to inspect the subject property at reasonable times prior to closing. Buyer agrees to repair, at his cost, any damages or injury caused by its employees, representatives or invitees to the Subject Property and to indemnify Seller for any injury or damage occurring on the Subject Property as a result of the Buyer entering onto the Subject Property. / (d) Buyer acknowledges that Buyer has been granted access to the Property and will have inspected the Property to the extent deemed necessary and desirable and by consummating the transaction hereby contemplated Buyershall be deemed to be satisfied with the condition thereof. Buyer agrees and represents that, except as otherwise stated herein, Buyer is purchasing the Property and will accept the Property "as-is' as existed at the time of execution and delivery of this Agreement subject to reasonable wear and tear and consequences of natural hazards beyond Seller's control, without covenant, representations or warranties, express or implied, including without limitation, those of merchantability, habitability or fitness for a particular purpose. Buyer agrees and acknowledges that except as stated herein, Seller has made no representations or warranties of any nature in connection with the condition of the Property or any part thereof and Buyer has not relied upon nor has been induced by any statements or representations of any person in respect of the physical condition thereof, including environmental conditions present on or about the Property, or any matter affecting or relating to the physical condition of the -5- / Property. Without limiting the generality of the foregoing, the parties specifically acknowledge that Purchaser has had an opportunity to inspect the Property with regard to the environmental condition thereof and Seller has delivered to Purchaser a copy of the environmental report prepared by Seller makes no representations or warranties with respect to the accuracy or completeness of the aforesaid environmental report or otherwise concerning the contents of such report. (e) Seller is not a "foreign person," "foreign partnership," "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code. (f) The individuals executing this Agreement and the documents referred to herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. This Agreement and all documents required hereby to be executed by Seller are, and shall be, valid, legally binding obligations of and enforceable against Seller in accordance with their terms. 5. CONDITION PRECEDENT. 5.1 Notwithstanding anything stated herein to the contrary, Buyers' obligation to perform at any closing shall, at Buyers' election, be conditioned upon the satisfaction of each of the following conditions precedent: (a) All representations and warranties in this Agreement shall be true as of and at the time of the closing with the same effect as if the representations and warranties had been made at and as of such time; (b) Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with prior to or at the closing; (c) Buyer, at its expense, shall cause the Subject Property to be surveyed by a Registered Land Surveyor. Said survey shall be certified as required by Buyers Title Insurance Company. Said survey shall show all improvements, easements, encroachments and the net square feet of the Subject Property. The "Net Square Feet" of the Subject Property includes the entire Subject Property. The survey, dimensions and configuration of the Subject Property, shall be subject to the approval of Buyer, which approval Buyer and Seller shall give or withheld within 1 Q days after receipt of a copy of the survey. (d) That on or before the Closing Date, there shall be no pending special assessments against the Subject Property. (e) Buyer obtaining plat approval from the City of Andover, at Buyer's sole cost and expense, for the development of a condominium/1 Q-building office plaza. / (f) Development of 139th Lane and Jay Street improvements to the westerly boundary of the Property at no cost to Buyer (assessments waived). In the event the City elects -'1- l J not to extend the streets through the Property at present, then Seller agrees to waive the cost of any such improvements in the event a decision is made at a later date to extend the streets. (9) Utilities (sewer, water, electrical, gas) lines extended to the property, including sewer and water stubbed to 139th Lane at a point approximately midway between the easterly and westerly boundaries of the Property. (h) Permits. Certificate of Occupancy and Zoning Compliance. On or before the Closing date, Buyer shall have obtained from the appropriate governmental authorities and approved written evidence acceptable to Buyer that the Real Property is currently in compliance with applicable zoning, subdivision, building and land use codes, ordinances, statutes and regulations for the use of the property as condominium - 10 building office plaza. (i) City shall remain responsible for removal of debris, contaminants, etc. discovered on the Subject Property which in any way relates to or arises from use of adjacent property or property in the proximity as a landfill. , / i. Environmental Assessment. Buyer may obtain a Phase I Environmental Assessment of the Property (the "Environmental Assessment") prepared by an environmental engineering firm acceptable to Buyer. Seller shall allow Buyer and Buyer's environmental engineer access to the Real Property without charge and at all reasonable times for the purpose of completing the Environmental Assessment. Buyer shall pay all costs and expenses of the Environmental Assessment, and shall hold Seller and the Real Property harmless from all costs and liabilities resulting from Buyer's activities. Buyer shall further repair and restore any damage to the Real Property caused by or occurring during Buyer's inspection and testing. Buyer shall have determined, on or before the Contingency Date,that the results of and matters disclosed by the Environmental Assessment, are acceptable and satisfactory to Buyer, in Buyer's sole discretion. (k) As of the date of closing herein Seller is not a party to or bound by any agreement, arrangement, or understanding, written or oral, with respect to the property to be sold and transferred to Buyer hereunder, except for the permitted exceptions set forth on Exhibit B (collectively, the "Permitted Exceptions"). 5.2 If any of the above contingencies fail, this Purchase Agreement, at the option of the Buyer, shall terminate and the earnest money paid shall be returned to Buyer and parties shall have no further obligations and liabilities thereafter. 6. DEED; MARKETABLE TITLE. Subject to performance by Buyer, Seller agrees to execute and deliver a general warranty deed conveying marketable title, subject only to Permitted Exceptions and any Title Defect accepted by Buyer pursuant to subparagraph 7(d) hereof. 7. COMMITMENT FOR TITLE INSURANCE; SURVEY. (a) Commitment and Survey. Seller shall, at Seller's expense, obtain a commitment (the "Commitment") for an owner's title insurance policy, with extended coverage (the "Title Policy") issued by a title insurance company of Seller's choice (the "Title Insurer") in the amount of the purchase price, covering -s- I / (d) ) title to the Property on or after the date of this Agreement, showing title in Seller, subject only to the permitted exceptions set forth on Exhibit B; and (b) Title Defects. If the Commitment discloses title exceptions other than the Permitted Exceptions (said title exceptions being herein referred to as "Title Defects") and if such Title Defects constitute interest, encumbrances or liens of definite or ascertainable amounts which may be removed by the payment of money, then Seller shall clear the same (I) prior to the Time of closing, by using its own funds or (ii) at the Time of Closing, by using the funds to be paid by Purchaser pursuant to Paragraph 2 of this Agreement, provided that the funds to be so paid by Purchaser are sufficient to pay in full the Title Defects. (c) Title Defects. If the Commitment discloses Title Defects, and such Title Defects cannot be removed as provided in subparagraph b above, then Seller shall have fifteen (15) days from the date of delivery to Purchaser of the Commitment, to correct or obtain title insurance coverage satisfactory to Purchaser in respect of said Title Defects, all at Seller's expense, and, in such event, the Time of Closing shall be on the twentieth (20th) day next following the date of delivery of the last of the Commitment and the Survey, or if such twentieth (20th) day shall be a Saturday, Sunday, or legal holiday, then on the next business day thereafter, or on such other date to which Seller and Purchaser shall mutually agree in writing. Failure to Correct. If, within said fifteen (15) day period, Seller fails to correct any such Title Defects as provided in subparagraph (c) hereof, then this Agreement shall forthwith terminate and be null and void without further action of the parties hereto, except that Seller shall cause the Deposit to be forthwith returned to Purchaser, unless Purchaser, on written notice given to Seller within ten (10) days after the expiration of said fifteen (15) day period, elects to accept title subject to such Title Defects and to consummate the transaction contemplated by this Agreement upon the terms and conditions herein contained. 8. TITLE CORRECTIONS AND REMEDIES. (a) 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. I. Cancel this Contract as provided by statute and retain all payments made hereunder as liquidated damages; or 2. Seek specific performance within six months after such right of action arises, including costs and reasonable attorney's fees, as permitted by law. (b) 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 a return of all payments made by Buyer hereunder; or 2. Seek specific performance within six months after such right of action -6- I l arises. 9. REAL ESTATE TAXES AND ASSESSMENTS. The Buyer shall pay the real estate taxes relative to the property due and payable in the year following the year of closing and in subsequent years, and any installments of special assessments payable therewith and thereafter. Real estate taxes and installments of special assessments due and payable in the year of closing shall be prorated to the date of closing. Real estate taxes due and payable in years prior to the closing and installments of special assessments payable therewith shall be paid by the Seller on or before the closing. Seller shall pay all special assessments, levied or deferred, as of the date of closing. The Seller has made, and makes, no representations or predictions conceming the amount of real estate taxes, personal property taxes or special assessments that may be levied against the property. 10. WEll DISCLOSURE. Minnesota Statutes 91031.235 requires that the Seller makes the following disclosure to Buyer [check one box] [ ] ---2L..- does not know of any wells on the property. [ ] _ is aware that there is a well on the property. See the Well Disclosure Statement attached hereto as Exhibit _ 11. SEPTIC SYSTEM DISCLOSURE. Minnesota Statutes require that the Seller makes the following disclosure to Buyer [check one box] .' [ ] ----2L- does not know of any septic systems on the property. [ ] _ is aware that there is a septic system on the property. See the Septic Disclosure Statement attached hereto as Exhibit _ 12. NO PARTNERSHIP OR JOINT VENTURE CREATED HEREBY. Nothing contained in this Agreement shall be interpreted as creating a partnership or joint venture between Buyer and Seller relative to the subject property. 13. ENTIRE AGREEMENT; MODIFICATION. This written Agreement constitutes the entire and complete agreement between the parties hereto with respect to the purchase of the subject property by the Buyer and supersedes all prior oral and written agreements and understandings between the parties with respect to such purchase. It is expressly agreed that there are no verbal understandings or agreements which in any way change the terms, covenants and conditions herein set forth, and that no modifications of this Agreement and no waiver of any of its terms and conditions shall be effective unless in writing and duly executed by the parties hereto. 14. BINDING EFFECT. This Agreement shall be binding on and inure to the benefit of the parties hereto and the assigns, executors, heirs, and successors of the parties. 15. SURVIVAL. All of the terms of this Agreement will survive and be enforceable after the Closing. 16. CONTROLLING LAW. This Agreement had been made and entered into under the laws of the State of Minnesota, and said laws shall control the interpretation hereof. 17. VENUE. Any dispute shall be venued in Anoka County, Minnesota. -7- I ,. 18. REMEDIES/ATTORNEY FEES. (a) In the event that due to default by Buyer under any of the provisions of this Agreement or any of the other agreements or instruments executed and delivered in connection with this transaction, Seller incurs attorney's fees or other costs in connection with efforts to obtain performance by Buyer, Buyer shall be responsible to Seller to reimburse Seller for any and all reasonable attorney's fees and other costs so incurred by Seller. (b) In the event that due to default by Seller under any of the provisions of this Agreement or any of the other agreements or instruments executed and delivered in connection with this transaction, Buyer incurs attorney's fees or other costs in connection with efforts to obtain performance by Seller, or to recover the earnest money paid, Seller shall be responsible to Buyer to reimburse Buyer for any and all reasonable attorney's fees and other costs so incurred by Buyer. 19. SEVERABILITY. If any provision in this Agreement, or any application thereof, shall be invalid or unenforceable, the remainder of this Agreement and any other application of such provision shall not be affected thereby and shall not be rendered invalid or unenforceable. 20. CAPTIONS, HEADINGS OR TITLES. All captions, headings or titles in paragraphs or sections of this Agreement are inserted for convenience of reference only, and are not to be considered in interpreting this Agreement. ) 21.NOTICES. Any notice or election required or permitted to be given or served by any party hereto upon any other shall be deemed given or served if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified or registered mail, return receipt requested, properly addressed as follows: If to Seller: Andover Economic Development Authority Cc: William Hawkins, Esq. 2140 Fourth Avenue North Anoka, MN 55303 If to Buyer: West Commercial LLC Attn: Chris Fritch 1129 1401h Lane NW Andover, MN 55304 .I -'g- " Except as otherwise expressly provided herein, each such notice shall be deemed to have been received by, or served upon, the party to which addressed on the date which is three (3) days after the date upon which the same is deposited in the U.S. registered or certified mail, postage prepaid, return receipt requested, properly addressed in the manner above provided, or if personally served, on the date of said service. Any party hereto may change its address for the service of notice hereunder by delivering written notice of said change to the other party hereunder, in the manner above specified, prior to the effective date of such change. '2. 2. c BROKER'S COMMISSION. Seller shall be responsible for, and shall pay at its sole cost and expense, all real estate or business brokerage fees, finder's fees, or any other fees or commissions of any kind or nature due or owing to any third party as a result of the execution or performance of this Agreement, including, without limitation fees to Seller, if any. Seller shall indemnify Buyer against and shall hold Buyer harmless from any and all claims, damages, costs or expenses of or for such fees or commissions and shall pay all costs incurred by Buyer in defending any action or lawsuit brought to recover any such fees or commissions, including reasonable attorneys' fees, and shall also pay any judgment entered against or settlement agreed to by Buyer. Buyer represents that it has not incurred any liability or obligation for brokerage or finder's fees or other like payments in connection with this Agreement or the transaction contemplated hereby, or dealt with any broker in connection herewith. Buyer shall indemnify Seller against and hold Seller harmless from any and all claims, damages, costs or expenses incurred by Seller by reason of the falsehood of the foregoing representation by Buyer. ) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. SELLER: ANDOVER ECONOMIC DEVELOPMENT AUTHORITY By: Its By: Its BUYER: WEST COMMERCIAL, LLC By: Its: , / -1- L-oCrt77o N 1114t' ~ TION NORTH TA TION NORTH ~ -- - HJ~'~}E - 3 . "'^ ...... 1 --- Oun.OTD 1"'1 ~, : 1>1 1-1"- I I I-I ~I~: -I I 11"1 1M.257 Sq.R I 14..]2""'- I I III : " I I 1201507.33 32,llGGSq..f't. . '--- o.~ AcrM ',--. r'] .. !o.. t~'a __ ;-t-<Q ,(~i - "'''l . ~~ --1 I . ~~ IillClli' '1'1 ;g U n ~~ ~~ .. .. 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