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HomeMy WebLinkAbout2023 10-9 EDAPE conomic Development Authority City Hall Council Chambers October 9, 2023 AGE NDA 1.Call to Order The City Council requests that attendees turn off cell phones and pagers during the meeting. A copy of the full C ity Counc il packet, including E D A (E conomic Development Authority ), is available to the public. The packet ring binder is located at the entrance of the council chambers. 2.Roll Call 3.Approval of Consent Agenda The following items are considered to be routine by the Economic Development Authority (E D A) and will been acted by one motion. There will be no separate disc ussion of these items unless a Commissioner so requests, in whic h event the item will be removed from the c onsent agenda and considered at the end of Commission Consideration I tems. a.Approval of Minutes - Motion to approve the September 25, 2023, minutes. 4.Commission Consideration Items a.Resolution A pproving an Purchase Option A greement with Resurrecting F aith World Ministries - Motion to approve a resolution approving an Purchase Option Agreement with Resurrecting Faith World Ministries. 5.Adjournment Economic Development Authority DAT E:10/9/2023 TO :C ity C ouncil F R O M:D r. Reggie Edwards, City Manager T H R O U G H :Reggie Edw ards , D eputy City Manager BY:Barb S uciu, C ity C lerk S U B J E C T:A pproval of Minutes Requested Council A con: - Moon to approve the S eptember 25, 2023, minutes. B ackground: B udget I ssues: N/A I nclusive C ommunity Engagement: A nracist/Equity Policy Effect: S trategic Priories and Values: AT TA C H M E N TS : D escrip0on U pload D ate Type 9.25 Minutes 10/2/2023 Backup M aterial 9/25/23 -1- DRAFT MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER IN THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION SEPTEMBER 25, 2023 CITY HALL – COUNCIL CHAMBERS 1. CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to order by President April Graves at 8:42 p.m. 2. ROLL CALL President April Graves and Commissioners Marquita Butler, Dan Jerzak, and Teneshia Kragness. Commissioner Kris Lawrence-Anderson was absent and excused. Also present were City Manager Reggie Edwards, Community Development Director Jesse Anderson, Assistant City Manager/City Clerk Barb Suciu, and City Attorney Jason Hill. 3. APPROVAL OF AGENDA AND CONSENT AGENDA Commissioner Jerzak moved and President Graves seconded to approve the Agenda and Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINUTES 1. August 28, 2023 – Regular Session 3b. RESOLUTION APPROVING THE TERMINATION OF THE LEASE AGREEMENT AND RELOCATION ASSISTANCE AGREEMENT WITH OCEAN BUFFET AND ALATUS BROOKLYN CENTER Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION APPROVING AN AGREEMENT BETWEEN METROPOLITAN COUNCIL AND THE ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER FOR THE PARK AND RIDE LOT LOCATED AT THE INTERSECTION OF STATE TRUNK HIGHWAY 252 AND 66TH AVENUE NORTH 9/25/23 -2- DRAFT Executive Director Reggie Edwards introduced the item and invited Community Development Director Jesse Anderson to continue the Staff presentation. Mr. Anderson explained that Hwy 252 and 66th Ave Park & Ride are currently served by express bus routes 766 and 768. Per the agreement, the Metropolitan Council may use up to 120 Parking Stalls of the 213 available at the site. Hours of use are Monday through Friday, during the hours of 5:00 a.m. and 7:00 p.m. The Metropolitan Council is responsible for snow removal and litter and garbage collection and disposal. Mr. Anderson added the Metropolitan Council is also responsible for pothole and crack filling, seal coating, striping, and sweeping. The Metropolitan Council maintains the pedestrian connection between the Park and Ride location and the bus stop. The Metropolitan Council will annually pay the EDA $3,500. The agreement is for five years; however, either party can cancel the agreement with 30 days' notice. President Graves asked if the Metropolitan Council maintains the area well. Mr. Anderson confirmed the site is well-maintained. The only issue that arises is removing abandoned vehicles, which is rare. President Graves pointed out the fee seems extremely cheap. She asked how the number was determined. Mr. Anderson stated the perk of the agreement doesn 't lock the City down for an extended period, and the City doesn't have to maintain the site. The use has gone down quite a bit since COVID-19. However, he doesn't know the rates they pay elsewhere. Overall, it is an essential resource for public transit. Commissioner Kragness asked if there had been an increase in the cost due to the inflation. Mr. Anderson stated the number has increased. In short, it is a low-risk agreement, and the relationship is important for the City to maintain. If the City were to request an increased cost, Mr. Anderson stated he is unsure if they would accept. Commissioner Jerzak pointed out there are reductions in transportation costs, pollution, car traffic, and the like. While the fee is low, there are a number of benefits to consider. He agreed that positive components of the agreement don't lock the City down for an extended period, and the City doesn't have to maintain the site. Plus, there aren't likely to be any other parties interested in the site. President Graves moved, and Commissioner Jerzak seconded to adopt the Resolution Approving an Agreement Between the Metropolitan Council and the Economic Development Authority of Brooklyn Center, Minnesota, for the Park and Ride Lot Located at the Intersection of State Trunk Highway 252 and 66th Ave N. Motion passed unanimously. 4b. RESOLUTION APPROVING PARTIAL WAIVER AND ESTOPPEL CERTIFICATE REGARDING THE CONSTRUCTION, OPERATION, AND 9/25/23 -3- DRAFT RECIPROCAL EASEMENT AGREEMENT FOR PROPERTY OWNED BY THE ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER Executive Director Reggie Edwards introduced the item and invited Community Development Director Jesse Anderson to continue the Staff presentation. Mr. Anderson explained in 1985, Ryan Construction Company of Minnesota, Inc. entered into an agreement with Dayton-Hudson Corporation regarding certain Construction, Operation, and Reciprocal Easement Agreement (COREA) relating to the construction and operation of a retail shopping complex on two adjacent tracts of land. City EDA now owns the Former Target site, and Brooklyn Village's LLC intends to purchase the two adjacent parcels. Mr. Anderson stated Brooklyn Village had requested a waiver to parts of the previously established agreement to close on the property and secure financing for the project. Staff have reviewed the request for waiver of five items within the agreement. In the end, Staff does not find that any requests would adversely impact the site's future development. Mr. Anderson pointed out three key points to address regarding the waiver. First, many of the provisions of the COREA are outdated and prepared, supposing the ongoing operation of a Target store on-site. This will allow the existing uses to continue and put the property to good use. Second, it's limited in time to the end of the term of the COREA. Third, this agreement can be renegotiated, terminated, or allowed to expire depending on the development of the City's plan for the site. Mr. Anderson stated with regard to parking, this waives Section 3.2(E)(iv) and (v), which eliminates the requirement for additional parking spaces for restaurants (5 spaces for each 1000 square feet if less than 5,000 square feet and 10 spaces for every 1,000 square feet if, 5,000 or more square feet). Mr. Anderson stated that this waives Section 5.2, which includes numerous lighting requirements, including full illumination from dusk to 30 minutes past closing, authority to request that lights stay on for extended periods with payment provisions, and authority for installation of additional lighting. The waiver requires code compliance, and based on your review, this will be sufficient for lighting in the area. The waiver of the lighting provisions is not particularly significant. Mr. Anderson stated with regard to signs, this waives Section 5.3, which includes a number of signage requirements, including allowing only one freestanding sign within the shopping center area that will identify Target (obviously outdated) and the name of the shopping center, allowing "directional signs or informational signs such as "Handicapped Parking," the temporary display of leasing information and the temporary erection of one sign identifying each contractor working on a construction job," prohibiting more than one exterior identification sign for an occupant with less than 25,000 square feet, allowing more than one identification sign for occupants with more than 25,000 square feet, exterior sign regulations, prohibiting flashing, moving or audible signs, prohibiting signs employing exposed raceways, neon tubes, ballast boxes or transformers, and prohibiting paper or cardboard signs, temporary signs, stickers or decals, excluding hours and emergency telephone stickers. The occupants would still need to comply with City and other code 9/25/23 -4- DRAFT requirements regarding signage. Mr. Anderson added the agreement allows existing uses to continue during the term of the COREA and waives the 20% office space limitation in Section 5.1(A). Commissioner Jerzak asked why the City continues providing plowing and maintenance services. Mr. Anderson stated Staff could consider negotiating plowing and maintenance. The goal is to support an efficient closing on the site. Commissioner Jerzak asked if the whole mall would be exempt from taxes because the purchaser is a nonprofit. Mr. Anderson stated his initial conversation with the assessors confirmed the site would still generate property taxes. President Graves asked why the restrictions were conducive to development. Mr. Anderson stated the initial restrictions were required by Target when it was established. They were likely to ensure the parking lot was primarily for Target's use and that there wouldn't be certain competition in the area. President Graves asked if the restrictions would stay with the site in perpetuity. Mr. Anderson stated the agreement was determined in 1985 by Target, and Brooklyn Center didn't have any input in that manner. Most of the restrictions will expire in 2025 due to the initial agreement's length. Large retailers tend to have more authority and control over their sites, but not all sites have similar provisions. President Graves asked if the waiver eliminates the requirements or declares that the businesses won't be fined or punished for violating the requirements. Mr. Anderson stated it does both of those things. President Graves asked if the Walmart site has a similar agreement. Mr. Anderson stated he hasn 't seen any of the agreements Walmart has in place. Commissioner Jerzak moved, and President Graves seconded, to approve the Resolution Approving Partial Waiver and an Estoppel Certificate Regarding the Construction, Operation, Reciprocal Easement Agreement for Property Owned by the Economic Development Authority of Brooklyn Center, Minnesota at 6100 Shingle Creek Parkway. Motion passed unanimously. 5. ADJOURNMENT Commissioner Jerzak moved and Commissioner Kragness seconded adjournment of the Economic Development Authority meeting at 9:01 p.m. Motion passed unanimously. Economic Development Authority DAT E:10/9/2023 TO :C ity C ouncil F R O M:D r. Reggie Edwards, City Manager T H R O U G H :J esse A nders on, C ommunity D evelopment D irector BY:J ason A arsvold, E DA P roject M anagement - Ehlers S U B J E C T:Res olu1on A pproving an P urchas e O p1on A greement w ith Resurrec1ng Faith World M inis tries Requested Council A con: - Moon to approve a resoluon approving an P urchase Opon A greement w ith Resurrecng Faith World Ministries. B ackground: A s part of P has e O ne in the O pportunity S ite, Res urrec1ng Faith World M inis tries plans to construct a s ingle-s tory 26,500 sq. 7. C onference Center w ith 24-hour childcare and wellness and barber s uites. Resurrec1ng Faith is in the process of securing the necessary s ources of funds to help complete the project. I n addi1on to tradi1onal borrowing, new market tax credits, and tax increment financing, grants for the project are also being sought. Many grant funding agencies require the applicant to demons trate site control of their development property to s ecure a grant aw ard. For this reas on, Res urrec1ng Faith is reques 1ng an O p1on A greement for the E DA -ow ned parcel w here their project w ould be located, w hich is pla>ed as L ot 1, Block 2 O pportunity S ite A ddi1on. A pproval of an O p1on A greement does not cons 1tute approval of the project. Res urrec1ng Faith would s1ll be required to submit a full and complete land us e applica1on for formal review and approval by the C ity prior to being able to exercise the O p1on A greement. The O p1on A greement will, how ever, let Resurrec1ng Faith demons trate site control and make them eligible for grant funding to help off-set the project ’s financial gap. O pon A greement: The O p1on A greement provides Res urrec1ng Faith with exclus ive rights and an op1on to purchase the property during the op1on period. The op1on period would go into effect at the signing of the agreement and remain in place un1l January 1, 2026. The op1on agreement provides Resurrec1ng Faith w ith right of entry to the property and 1me to complete their due diligence, including obtaining land use approvals and rezoning of the property, as w ell as obtain financing and T I F. Res urrec1ng Faith project has previous ly been iden1fied w ith a land w rite dow n on the purchas e price to $1, w hich w ill make the project financially feas ible and allow it to be cons tructed w ithin the O pportunity S ite. O ther O pportunity site opon A greements: The E DA has tw o other O p1on A greements in place at this 1me for Lot 1, Block 4, O pportunity S ite A ddi1on and Lot 2, Block 4, O pportunity S ite A ddi1on. These agreement are w ith P roject for P ride in Living (P P L) for tw o of its proposed affordable housing projects within the O pportunity S ite. The terms and condi1ons of thes e agreement are similar to thos e included in the agreement for the Resurrec1ng Faith parcel. The agreements w ith P P L expire on January 1, 2026. B udget I ssues: This item w ill have no immediate effect on the budget. I nclusive C ommunity Engagement: The project is a component of P hase 1 of the O pportunity S ite w hich repres ents four years of intensive and inclus ive community-lead engagement that resulted in a community benefits plan dra7ed by a ci1zen advis ory taskforce, informed by a community-driven engagement model. A nracist/Equity Policy Effect: The community benefits plan is intended to promote inves tment in community without displacement. S trategic Priories and Values: Targeted Redevelopment AT TA C H M E N TS : D escrip1on U pload D ate Type Res olu1on 10/3/2023 Resolu1on Le>er O p1on A greement 10/3/2023 Backup M aterial P hase 1 P lan 10/2/2023 Backup M aterial 1 BR291-386-903662.v2 Commissioner _________________ introduced the following resolution and moved its adoption: EDA RESOLUTION NO. 2023-____ RESOLUTION APPROVING A PURCHASE OPTION AGREEMENT WITH RESURRECTING FAITH WORLD MINISTERIES WHEREAS, the Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”) owns the parcel located in the City of Brooklyn Center (the “City”) currently identified as Parcel ID number Parcel ID number 02-118-21-24-0019 a portion of which will be re-platted as Lot 1, Block 2 Opportunity Site Addition, subject to the final plat thereof (the “Option Property”); and WHEREAS, Resurrecting Faith World Ministries, a Minnesota nonprofit corporation (or an entity to be formed thereby or affiliated therewith , the “Developer”), has proposed to develop the Option Property into a single-story 26,500 square foot conference center with wellness and barber suites and a 24-hour childcare center (the “Development”); and WHEREAS, the EDA and the Developer propose to enter into an Option Agreement related to the Option Property (the “Option Agreement”), setting out the respective rights of the Developer to purchase the Option Property from the EDA, contingent among other things, on the Developer obtaining financing for the Development; and WHEREAS, the City and the EDA have established Tax Increment Financing District No. 7 (Redevelopment District) which includes the Option Property (the “TIF District”) pursuant to Minnesota Statutes Sections 469.174 to 469.1794, as amended (the “TIF Act”); and WHEREAS, the City or the EDA may incur certain costs related to the TIF District which may be financed on a temporary basis from available EDA funds; and WHEREAS, under Section 469.178, subdivision 7 of the TIF Act, the City and the EDA are authorized to advance or loan money from any fund loan from which such advances may legally be made in order to finance expenditures that are eligible to be paid with tax increments under the TIF Act; and NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority of Brooklyn Center, Minnesota (the “Board”), as follows: 1. Subject to all of the contingencies set forth therein, including, without limitation, a public hearing on the sale of the Option Property to the Developer in accordance with the requirements of law, the EDA hereby approves the Option Agreement, in substantially the forms presented to the Board, together with any related documents necessary in connection therewith, including without limitation, documents or certifications referenced in or attached thereto (the “Development Documents”), and hereby authorizes the President and Executive Director to execute, on behalf of the EDA, the Development Documents to which the EDA is a party and to carry out, on 2 BR291-386-903662.v2 behalf of the EDA, the EDA’s obligations thereunder when all conditions precedent thereto have been satisfied. 2. The approval hereby given to the Development Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the appropriate officers of the EDA herein authorized shall be conclusive evidence of the approval of such docu ment in accordance with the terms hereof. This Resolution shall not constitute an offer and the Development Documents shall not be effective until the date of execution thereof as provided herein. In the event of absence or disability of the authorized officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of legal counsel to the EDA, may act on their behalf. _________________________ _________________________________ Date President The motion for the adoption of the foregoing resolution was duly seconded by Commissioner and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 1 BR291-386-903617.v2 PURCHASE OPTION AGREEMENT THIS PURCHASE OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of ____________, 2023 (the “Effective Date”), by and between the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic under the laws of Minnesota (the “Seller”), and Resurrecting Faith World Ministries, a Minnesota nonprofit corporation (the “Buyer”) (together with the Seller and the Buyer referred to herein as the “Parties” or individually as a “Party”). RECITALS A. The Buyer intends to purchase the parcel legally described on Exhibit A attached hereto and hereby made a part hereof (the “Option Property”) from the Seller and to develop the Option Property into a single-story 26,500 square foot conference center with wellness and barber suites and a 24-hour childcare center (the “Development”); and B. The Seller wishes to grant the Buyer an option to acquire the Option Property, under the terms and conditions hereunder; and C. The Seller believes that the development of the Option Property is vital and is in the best interests of the Seller and City of Brooklyn Center, Minnesota (the “City”), will result in preservation and enhancement of their tax base, provide additional childcare options and service sector facilities in the City, and is in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Development will be undertaken. NOW, THEREFORE, in consideration of mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Buyer agree as follows: Terms of the Agreement 1. Recitals. The recitals as set forth above are hereby incorporated into this Agreement. 2. The Option. The Seller hereby grants to the Buyer the exclusive right and option to purchase the Option Property, during the Option Period defined below, subject to the conditions set forth below (the “Option”). 2 BR291-386-903617.v2 3. Option Payment. Within five business days after the date hereof, the Buyer shall pay and deliver to Commercial Partners Title, located at 200 S. Sixth Street, Suite 1300, Minneapolis, MN 55402 (the “Title Company”), the sum of _____, which shall constitute the option payment (the “Option Payment”) hereunder. The Option Payment shall be refundable if, at the end of the Option Period (as defined below), the contingencies set forth in either Section 13(c)(ii) or 13(c)(iii) are not satisfied. In the event that the Buyer purchases the Option Property pursuant to this Agreement, the Option Payment shall be credited against the Buyer’s closing costs as set forth in Section 17. In the event the Buyer does not exercise the Option or Closing (as defined below) does not occur for any reason whatsoever other than the Seller’s default hereunder or failure of the contingency set forth in Section 13(c)(ii) to be satisfied, the Option Payment shall be retained by the Seller as consideration for granting the Option. 4. Option Period. a. The period during which the Option may be exercised by the Buyer (the “Option Period”) shall commence upon the Effective Date of this Agreement and shall expire on January 1, 2026 (the “Expiration Date”). During the Option Period, the Seller agrees it will not advertise, list, negotiate for the sale of or sell the Option Property to a third party. b. If the Buyer does not timely exercise the Option, the Option shall lapse, and the Option Payment shall be applied as provided in Section 3 herein and the Buyer shall have no further rights with respect to the Option Property. 5. Exercise of Option. This Option shall be deemed exercised if, within the Option Period, the Buyer gives written notice to the Seller of the Buyer’s intent to exercise the Option and the Buyer will deposit with the Title Company for the benefit of the Seller the sum of _____, as earnest money (“Earnest Money”). The Earnest Money shall become nonrefundable at the end of the Due Diligence Period (defined below). In the event that the Buyer purchases the Option Property pursuant to this Agreement, the Earnest Money shall be credited against the Buyer’s closing costs as set forth in Section 17. In the event that Seller breaches the terms of this Agreement, the Seller shall refund the Earnest Money to the Buyer. Nothing in this Agreement shall entitle the Buyer to make any claim against the Seller or the City for any damages whatsoever and the Buyer’s remedies are strictly limited to the foregoing. Nothing in this Agreement shall be construed as a limitation of or waiver by the Seller of any immunities, defenses, or other limitations on liability to which the Seller is entitled by law. 6. Purchase Price. The total purchase price for the Option Property shall be $1 (the “Purchase Price”). The Purchase Price shall be paid to the Seller from the Buyer on the Closing Date. 7. Closing. Subject to the terms of this Agreement, the closing of the purchase and sale of the Option Property contemplated by this Agreement (the “Closing”) shall occur at the office of the Title Company, or at another location mutually agreed upon by the Parties, on the date 30 days after the expiration of the Due Diligence Period or such other date as agreed to by the Parties in writing (the “Closing Date”). 3 BR291-386-903617.v2 8. Due Diligence Investigation. Commencing on the date that the Buyer exercises this Option, the Buyer, at its sole cost and expense, shall have a due diligence period of 180 days (“Due Diligence Period”) to make all such investigations as the Buyer, in its sole and absolute discretion, deems reasonable and necessary in determining the suitability of the Option Property for the Buyer’s needs including: a. To examine and inspect the Option Property, to review the Due Diligence Documents, to conduct feasibility studies with regard to the ownership and operation of the Option Property, including, but not limited to, environmental reviews, soil condition testing, surveying, engineering studies, appraisals and any other physical inspections of the Option Property as determined by the Buyer, and to investigate all physical aspects of the Option Property, and to review all other due diligence matters related to the Option Property. The Buyer may enter upon the Option Property to inspect the same, and may conduct tests and examinations with regard thereto, provided that the Buyer’s activities do not unreasonably interfere with the ongoing operation of the Option Property. The Buyer shall promptly restore the Option Property to substantially the same condition in which it existed immediately prior to any physical tests conducted by or on behalf of the Buyer. b. To investigate all zoning, code and governmental regulations or requirements in place at the Option Property, and to obtain all land use and rezoning approvals and permits determined necessary by the Buyer for the Buyer’s intended development and use of the Option Property, including but not limited to all Development Approvals defined herein. c. To secure funding for the purchase and development of the Option Property on terms acceptable to the Buyer, in the Buyer’s sole discretion. The Parties contemplate that such funding may include, without limitation, grants and commercial loans for the purchase and/or development of the Option Property. d. To obtain, at the Buyer’s sole cost, an appraisal of the Option Property that is satisfactory to the Buyer and all of the Buyer’s funding sources. e. The Buyer shall have until the last day of the Due Diligence Period to provide written notice to the Seller of the Buyer’s intention to terminate this Agreement for any reason. If the Buyer terminates this Agreement within the Due Diligence Period, the transactions contemplated herein shall be considered terminated and the Earnest Money will be returned immediately to the Buyer. 9. Right of Entry. During the Due Diligence Period, the Buyer shall have the right to enter upon the Option Property for the purpose of taking soil tests and borings, making surveys and maps, and performing investigative work, including environmental testing and assessment, as the Buyer may deem necessary; provided, however, the Buyer shall indemnify, defend, and hold the Seller harmless from any mechanics’ liens or claims arising out of such investigative work by 4 BR291-386-903617.v2 the Buyer. The Buyer may assign this right to its agents, employees, or contractors at its sole discretion. Nothing in this Agreement shall be deemed a waiver of defenses or limitations available to the Seller under Minnesota Statutes Chapter 466. a. In consideration for such right of entry, the Buyer agrees to: i. Notify the Seller at least 48 hours in advance of the date and time that the Buyer, its agents, employees, or contractors, will enter the Option Property for the purpose for the entry, in order to permit the Seller to be present during the time any work is being done by the Buyer, its agents, employees, or contractors; ii. Provide to the Seller a copy of all test results and reports prepared by the Buyer or its consultants evaluating the conditions present on the Option Property, as soon as reasonably possible following final completion thereof; iii. Dispose of all solid waste generated during the course of the Buyer’s sampling activities and other work on the Option Property in accordance with applicable federal, state and local laws, rules and regulations; iv. Coordinate activities with the Seller so as to avoid unnecessary disruption to or interference with the Seller’s use of the Option Property; v. Do no unnecessary damage to the Option Property and restore the Option Property to substantially the same condition as the condition in which it was found by the Buyer at the time of entry by the Buyer, its agents, employees, or contractors; and vi. Hold the Seller harmless from and indemnify and defend the Seller from any and all claims, damages, judgments or obligations, including the cost of defense of suit, arising out of damage to the Option Property or arising out of injury to anyone incurred or alleged to have been incurred in connection with or as a result of any work done pursuant to this right of entry, or as a result of the intentional torts or negligence of the Buyer, its agents, employees, or contractors. 10. Title Review and Objections. Within 15 days after exercising the Option, the Seller shall obtain and provide a copy to the Buyer a commitment for an ALTA owner’s title insurance policy which shall be periodically updated in accordance with the Development Docu ments as subsequently defined herein. Within 30 days after receipt of the title commitment, the Buyer shall notify the Seller in writing of any objections to title, or the objections shall be deemed waived. If any objections are so made, the Seller may be allowed until the Closing Date to cure such objections and make the title to the Option Property good and marketable of record in the Seller. Notwithstanding the foregoing, the Seller shall have no obligation to cure any title objections. If a timely objection has been made by the Buyer pursuant to this Section and title to the Option 5 BR291-386-903617.v2 Property remains unmarketable on the Closing Date, the Buyer, as its sole and exclusive remedy, may either: (A) terminate this Agreement by giving written notice to the Seller; or (B) elect to accept the title in its unmarketable condition and without reduction of the Purchase Price by giving written notice to the Seller. 11. Preliminary Plat & Final Plat. The Buyer, at the Buyer’s expense, shall obtain within 60 days of exercising the Option, a preliminary plat of the Option Property prepared by a licensed land surveyor (the “Preliminary Plat”). The Buyer, at the Buyer’s sole expense, shall comply with all subdivision processes as required by the City Code of the City in order to accomplish the platting of the Option Property. 12. Conveyance Subject to Right of Re-entry. The Seller’s conveyance of the Option Property to the Buyer pursuant to this Agreement shall be made in the form of a quit claim deed (the “Deed”). The Deed shall include a right of re-entry for breach of a condition subsequent in favor of the Seller (the “Right of Re-entry”). The condition subsequent shall be determined by the Seller in accordance with Minnesota Statutes Section 469.105 and set forth in the Deed conveying the Option Property to the Buyer in the form attached to the Development Agreement (as defined below). If the Buyer breaches such condition subsequent, the Buyer shall re-convey the Option Property back to the Seller. If the Buyer fails to re-convey the Option Property to the Seller, the Seller may elect to exercise its right of reentry by commencing an action in Hennepin County District Court to establish the breach of the condition subsequent. If the Seller establishes a breach of the condition subsequent, title to and the right to possession of the Option Property and title to all improvements located thereon reverts to the Seller, and the Buyer is not entitled to any compensation from the Seller for the Option Property or the value of any improvements the Buyer has made to the Option Property. The Buyer must record any certificate of completion or certificate of release of the Right of Re-entry in the proper County land records at its expense. 13. Contingencies. a. Buyer’s Contingencies. If the Buyer exercises the Option, the Buyer’s obligation to purchase the Option Property shall be contingent on the following: i. By the end of the Due Diligence Period, the Buyer shall have determined, in its sole and absolute discretion, that it is satisfied with the results and matters disclosed by the Buyer’s investigation of the Option Property pursuant to Section 9 of this Agreement. ii. By the Closing Date, the Buyer shall have obtained, or caused to be obtained, in a timely manner, all required permits, licenses and approvals, including without limitation zoning and land use approvals, final plat approval, and all other approvals which must be obtained for the Development. iii. By the Closing Date, the Buyer shall have obtained all necessary financing for the Development. 6 BR291-386-903617.v2 iv. By the Closing Date, the condition of title shall be satisfactory to the Buyer following the Buyer’s examination of title as provided herein. b. The contingencies set forth above are for the benefit of the Buyer and may be waived by the Buyer in the Buyer’s sole discretion. Notwithstanding any other provision in this Agreement, a waiver of a contingency must be in writing to be effective. At the end of the Due Diligence Period, the Buyer will give written notice to the Seller of the contingencies that have been waived, satisfied, or neither waived nor satisfied. c. Seller’s Contingencies. If the Buyer exercises the Option, the Seller’s obligation to convey the Option Property shall be contingent on the following: i. By the Closing Date, the Buyer shall have obtained, or cause to be obtained, in a timely manner and at its sole and absolute expense, all required permits, licenses and approvals, and shall have met, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met for the Development including without limitation a building permit, any needed variances, final plat or subdivision approval, and zoning and land use approvals; ii. The Buyer shall have obtained approval from the Seller of the sale of the Option Property pursuant to this Agreement following a duly noticed public hearing and the satisfaction of all other conditions required by Minnesota law; iii. The Buyer and the Seller shall have negotiated and mutually agreed to, the Board of Commissioners of the EDA shall have approved following the satisfaction of all conditions required by Minnesota law, and the Seller and the Buyer shall have executed, effective not later than the Closing Date, a Development Agreement (the “Development Agreement”), providing, among other things, for (i) the platting of the Option Property including, but not limited to, the preliminary plat, final plat, and site plan; (ii) the construction of the Development by the Buyer in accordance with plans, specifications and a timeline approved by the Seller; and (iii) the terms and conditions of the Right of Re-entry in accordance with Section 12 and the form of the Deed to be executed and delivered by the Seller at closing and containing the terms of the Right of Re-entry; and any documents ancillary thereto (collectively, the “Development Documents”); iv. The Buyer shall have performed all of the obligations required to be performed by the Buyer under this Agreement or the Development Documents as of the Closing Date and any further contingencies to Closing set forth in such Development Documents shall have been satisfied as provided therein; 7 BR291-386-903617.v2 v. The Buyer shall have delivered to the Seller all of the Buyer’s Documents described in Section 19; vi. The Buyer shall have submitted the construction plans for the Development to the Seller and the City, and the Seller and the City shall have approved the construction plans pursuant to the Development Documents; vii. By the Closing Date, the Buyer shall have obtained and provided to the Seller evidence of all necessary financing for the Development; and viii. The Seller shall have determined that the Development to be undertaken by the Buyer on the Option Property is in conformance with this Agreement and the development objectives set forth in resolutions of the City and the Development Documents. d. The contingencies set forth in Section 13(c) are for the benefit of the Seller and may be waived only by the Seller in its sole and absolute discretion. Notwithstanding any other provision in this Agreement, a waiver of a contingency must be in writing to be effective. At the end of the Due Diligence Period, the Seller will give written notice to the Buyer of the contingencies that have been waived, satisfied, or neither waived nor satisfied. e. Seller’s and Buyer’s Options. In the event that any of the foregoing contingencies fail to be satisfied on or before the Closing Date: i. the applicable party may terminate this Agreement, and the Buyer and the Seller shall execute and deliver to each other documentation effecting the termination of this Agreement and the Seller shall return the Earnest Money to the Buyer; or ii. the applicable party may waive such failure and proceed to Closing; provided that the contingencies in Section 13(a) are solely for the benefit of the Buyer and may be waived only by the Buyer as provided in Section 13 (b) and the contingencies in Section 13(c) are solely for the benefit of the Seller and may be waived only by the Seller as provided in Section 13(d); or iii. The Buyer and the Seller may mutually agree to extend the Closing Date. f. If Closing does not occur due to the failure of any of the above contingencies which is not waived by the applicable party, the Seller shall be entitled to retain the Option Payment, except as otherwise provided in Section 3 of this Agreement. 8 BR291-386-903617.v2 g. If the above contingencies are satisfied at the end of the Due Diligence Period or the applicable party elects to waive any unsatisfied contingencies and proceed to Closing, then the Earnest Money shall become non-refundable to the Buyer except in the event of the Seller’s default. 14. Real Estate Taxes and Special Assessments. The Seller shall not be responsible for the payment of any real estate taxes due or special assessments due with respect to the Option Property. The Buyer shall be responsible for all real estate taxes special assessments due with respect to the Option Property which have not been paid prior to Closing. 15. Representations and Warranties of the Seller. The Option Property is sold AS-IS. Except as provided herein, the Seller makes no representations or warranties regarding the condition of the Option Property, its use, or the marketability of its title. The Buyer shall be satisfied solely on the basis of its own investigation. Notwithstanding the foregoing, the Seller represents and warrants to the Buyer: a. Unrecorded Agreements. To the Seller’s knowledge, there are no unrecorded agreements, undertakings or restrictions which affect the Option Property. b. Leases. There are no leases or possessory rights of others regarding the Option Property. c. No Default Notice. The Seller has not received notice of a default or breach of any agreement related to the Option Property and is not aware of any facts that would result in the Seller being in default or breach of any such agreement. d. Due Diligence Documents. The Due Diligence Documents delivered or to be delivered to the Buyer hereunder are to the Seller’s actual knowledge correct and complete and, to the Seller’s actual knowledge, do not contain any false information. e. Operations. The Seller has not received any notice of any violation of any laws, ordinances, or regulations relating to the Option Property. f. Condition. To Seller’s actual knowledge, the Option Property complies with all applicable laws, ordinances, regulations, permits, and any applicable restrictive covenants. g. FIRPTA. The Seller is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate,” as those terms are defined in Internal Revenue Code Section 1445 and the regulations promulgated thereunder. h. No Proceedings. No legal or administrative proceeding is pending or, to the Seller’s actual knowledge, threatened (i) which would adversely affect the Seller’s right to convey the Option Property to the Buyer as contemplated in 9 BR291-386-903617.v2 this Agreement, or (ii) affecting the Option Property. There are no condemnation or eminent domain proceedings pending or, to the Seller’s knowledge, threatened with respect to the Option Property. i. Private Sewage Systems; Wells. There are no private sewage systems or wells of any kind located on the Option Property. Sewage generated at the Option Property goes to a facility permitted by the Minnesota Pollution Control Agency. j. Use of Property. To the Seller’s actual knowledge, no methamphetamine production has occurred on the Option Property. k. Unpaid Labor and Materials. The Seller is not indebted for labor or material that might give rise to the filing of notice of mechanic’s lien against any portion of the Option Property. l. The obligations of the Buyer under this Agreement are contingent upon the representations and warranties of the Seller contained in this Agreement being true as of the Effective Date and on the Closing Date as if made on the Closing Date. Each of the foregoing representations and warranties shall be deemed remade as of the Closing Date and, as so remade, shall survive the Closing. 16. Due Diligence Documents. Within 10 days after the Effective Date, the Seller shall deliver to the Buyer copies of the documents set forth on Exhibit B attached hereto and incorporated herein (the “Due Diligence Documents”). 17. Closing Costs. a. The Buyer shall pay all costs of the preparation of a title commitment, including the abstracting fees, if required by the title company and all recording fees and charges related to the filing of any instrument required to make title marketable. The Buyer shall also pay the cost of obtaining any title evidence desired by Buyer, including a title commitment, the fees for standard searches with respect to the Seller and the Property, all premiums required for issuance of a title insurance policy any survey costs and all Closing fees charged by the title company and any escrow fees charged by any escrow agent engaged by the parties in connection with this Agreement. b. Buyer shall also pay the following costs: (1) all costs for obtaining government approvals that may be required in order to close on the Property or as required for the Buyer’s intended use of the Property; (2) the cost of preparation of any necessary platting or other subdivision documents, (3) the filing fee to record the deed, (4) the premium for any owner’s or lender’s title insurance policies obtained by or for the benefit of Buyer, (5) Mortgage Registration Tax, (6) any state deed tax, conservation fee or other federal, state or local documentary or revenue stamps or transfer tax with respect to the Deed to be delivered by the 10 BR291-386-903617.v2 Sellers; recording fees and charges related to the filing of the Deed; (7) Buyer’s attorney’s fees; (8) the Seller’s legal, accounting fees and other out of pocket costs incurred in connection with this Agreement and the Development Documents as further provided in Section 25 hereof and in the Development Documents; and (9) all other costs as outlined in the Development Documents entered into between the Parties. 18. Seller’s Closing Documents. At Closing, the Seller shall execute and deliver to the Buyer the following documents (collectively, the “Seller’s Closing Documents”): a. A Quit Claim Deed conveying the Option Property to the Buyer. b. A closing statement prepared by the Title Company to be executed by the Seller, Buyer, and the Title Company at the Closing that accurately describes the economic terms of the transaction described in this Agreement. c. An Assignment of any Due Diligence Documents that are consented to and approved by the Buyer, and miscellaneous documents conveying the Seller’s interest to the Buyer together with the consent of all parties having a right to consent to such assignment. d. A non-foreign affidavit, properly executed, containing such information as is required by Code Section 1445(b)(2) and the regulations promulgated thereunder. 19. Documents to be Delivered by the Buyer. The Buyer agrees to deliver to the Seller the following documents (the “Buyer’s Documents”), duly executed as appropriate, at Closing: a. The Purchase Price. b. Such affidavits of Buyer, Certificates of Value or other documents as may be reasonably required in order to complete the transaction contemplated by this Agreement. c. The final plat of the Option Property as approved by the Seller and the City, to be recorded contemporaneously with Closing contemplated herein. d. Any documentary evidence required to satisfy the contingencies set forth herein. e. The Development Agreement and any documents required pursuant to the terms of the Development Documents. f. A minimum assessment agreement pursuant to which the Option Property and the minimum improvements as defined by the Development Agreement will be assessed based on a minimum market value of $9,000,000 as of January 2, 2025. 11 BR291-386-903617.v2 g. Such other documents as shall be required to carry out the intent of this Agreement. 20. Casualty or Condemnation. If before the recording of the Deed any substantial part of the Option Property is taken by condemnation (including a deed given in lieu thereof), the Buyer shall have the option of (i) enforcing this Agreement (and in such event the insurance proceeds or condemnation award shall belong to the Buyer) or (ii) canceling the Agreement by written notice given within 30 days after the Buyer receives notice of such casualty or condemnation from the Seller. If this Agreement is canceled under this Section, the Earnest Money shall be returned to the Buyer, this Agreement shall be null and void, and the Parties’ obligations hereunder shall be of no further force and effect. 21. Remedies. If either Party defaults under this Agreement, the non-defaulting party shall have the right to terminate this Agreement by giving written notice to the defaulting party. If the defaulting party fails to cure such default within 14 days of the date of such written notice, this Agreement will terminate. The termination of this Agreement shall be the sole and absolute remedy available to the non-defaulting Party for such default. 22. Commissions. Each party represents that it has not engaged any broker in connection with the transactions contemplated by this Agreement and agrees to indemnify and hold the other harmless from anyone claiming a commission/fee through them. 23. Notices. Any notices required herein shall be deemed given when sent in the U.S. Mail, either registered or certified, return receipt requested, or by Federal Express or other overnight delivery service requiring a signature upon receipt, to the parties at the following addresses: SELLER: Economic Development Authority of Brooklyn Center, Minnesota 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attn: Executive Director With a copy to: Jenny Boulton Kennedy and Graven, Chartered Fifth Street Towers 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 BUYER Resurrecting Faith World Ministries 8525 Edinbrook Crossing N., Suite 12 Brooklyn Park, Minnesota 55443 Attn: __________ With a copy to: ___________________________ ___________________________ 12 BR291-386-903617.v2 ___________________________ 24. Reimbursement of Costs. Upon execution of this Agreement by both parties, the Buyer shall deposit with the Seller the sum of Ten Thousand Dollars ($10,000.00) to pay for the Seller’s reasonable out-of-pocket legal, financial consultant, and administrative fees associated with this transaction. Unexpended funds will be returned by the Seller to the Buyer and if, additional funds are needed by the Seller to pay such expenses, the Buyer will deposit such additional funds upon request by the Seller. 25. Survival. All representations, warranties, and indemnities set forth herein shall survive the Closing, except as otherwise provided herein. 26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 27. Assignment. The Buyer shall have the right to assign its interest to this Agreement to an entity in which the Buyer has an ownership interest, is a member or is otherwise affiliated with. The consent of the Seller shall be required if the Buyer assigns this Agreement to any third party with which the Buyer has no connection. 28. Binding Effect. This Agreement is binding upon the Parties and their respective permitted successors and assigns. 29. Construction. This Agreement shall not be construed more strictly against one Party than the other, merely by virtue of the fact that it may have been prepared primarily by counsel for one of the Parties, it being recognized that both the Buyer and the Seller have contributed substantially and materially to the preparation of this Agreement. 30. Headings. The headings preceding the text of the sections and subsections hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction, or effect. 31. Severability. The invalidity or unenforceability of any term or terms of this Agreement shall not invalidate, make unenforceable or otherwise affect any other term of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted, and in such event, the remaining terms of this Agreement shall remain in full force and effect. 32. Computation of Time. In computing any period of time pursuant to this Agreement, the day of the act or event from which the designated period of time begins to run will not be included. The last day of the period so computed will be included, unless it is a Saturday, Sunday, or federal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday, or federal holiday. 33. Time of the Essence. All times, wherever specified herein for the performance by 13 BR291-386-903617.v2 the Seller or the Buyer of their respective obligations hereunder, are of the essence of this Agreement. 34. Complete Agreement. This instrument and any exhibits, schedules or addendums attached hereto contain the entire Agreement of the Parties regarding the subject matter hereof, and supersedes all prior negotiations, agreements, or understandings, whether oral or in writing. This Agreement may not be changed orally but only by an Agreement in writing signed by the Parties. 35. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original but all of which, taken together, shall constitute but one and the same instrument. 14 BR291-386-903617.v2 IN WITNESS WHEREOF, the undersigned have signed this Purchase Option Agreement as of the day and year first written above. SELLER: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER By: ______________________________ Its: President By: ______________________________ Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledgment before me this ____ day of _____________, 2023, by ___________ and ______________, the President and Executive Director, respectively of the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic in the State of Minnesota on behalf of the Authority. ________________________________ Notary Public 15 BR291-386-903617.v2 BUYER: RESURRECTING FAITH WORLD MINISTRIES By: Its: ______________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledgment before me this ____ day of _____________, 2023, by ___________________, the ________________ of Resurrecting Faith World Ministries, a Minnesota nonprofit corporation on behalf of the company. ________________________________ Notary Public This document was drafted by: Kennedy & Graven, Chartered (JSB) 150 South 5th Street, Suite 700 Minneapolis, MN 55402 (612) 337-9300 A-1 BR291-386-903617.v2 EXHIBIT A LEGAL DESCRIPTIONS OF THE OPTION PROPERTY The Option Property consists of a portion of a parcel of land at the northeast intersection of County Road 10 and Shingle Creek Parkway in Brooklyn Center, Minnesota currently identified as Parcel ID number 02-118-21-24-0019 to be re-platted as: Lot 1, Block 2 Opportunity Site Addition but subject to the final plat thereof. B-1 BR291-386-903617.v2 EXHIBIT B Due Diligence Documents Copies of the following in the Seller’s possession and related to the Option Property: 1. Copies of real estate tax bills and special assessments (if any), and payment status for the preceding three full calendar years; 2. Statements of any and all expenses related to the Option Property for the preceding three full calendar years; 3. Copies of all agreements affecting the Option Property; 4. All studies and reports in the possession of the Seller relating to environmental status, soil tests, and any other information regarding the environmental and soil conditions; 5. Copies of any written citations from any governmental entities pertaining to the Option Property including those pertaining to any uncured violations of any applicable laws and codes or compliance with the same; 6. All site plans, construction documents, engineer reports, and property assessments performed to date for the Option Property; 7. Any existing surveys of the Option Property; and 8. All certificates of insurance relating to the Option Property and claims made in the last three years. POND 3 PARKWAY RFWM Event Center POND 2 POND 1 New Construction Revised 4/25/2023 ALATUS “PHASE 1” PRIVATE DEVELOPMENT SITE N BROOKLYN CENTER OPPORTUNITY SITE - PHASE 1 Brooklyn Center, MN April 2023 1 SH I N G L E CR E E K PK W Y Not Included in Phase 1 Term Sheet