HomeMy WebLinkAbout2024.11.25 EDAPE conomic Development
Authority
City Hall Council Chambers
November 25, 2024
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 minutes.
4.Commission Consideration Items
a.Purchase and Development Contract with AW C Holdings L L C (J ambo Africa
Project)
- Motion to Open Public Hearing
- Motion to Close Public Hearing
- Motion Approving Resolution Approving a Purchase and Development
Contract with AWC Holdings, L L C, Approving Conveyance of Certain
Property, and Approving a Business Subsidy (Jambo Africa Project)
5.Adjournment
Economic Development Authority
DAT E:11/25/2024
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, A ssistant City Manager/C ity C lerk
S U B J E C T:A pproval of Minutes
Requested Council A con:
- Moon to approve the minutes.
B ackground:
I n accordance with M innesota S tate S tatute 15.17, the official records of all mee4ngs must be documented
and approved by the governing body.
B udget I ssues:
N/A
I nclusive C ommunity Engagement:
- None
A nracist/Equity Policy Effect:
- None
S trategic Priories and Values:
AT TA C H M E N TS :
D escrip4on U pload D ate Type
9.9 E DA Minutes 11/19/2024 Backup M aterial
9/9/24 -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 9, 2024
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 8:54 p.m.
2. ROLL CALL
President April Graves and Commissioners Marquita Butler, Kris Lawrence-Anderson, Dan
Jerzak, and Teneshia Kragness. Also present were City Manager Reggie Edwards, Assistant City
Manager/City Clerk Barb Suciu, and City Attorney Siobhan Tolar.
3. APPROVAL OF AGENDA AND CONSENT AGENDA
Commissioner Jerzak moved and Commissioner Butler seconded to approve the Agenda and
Consent Agenda, and the following item was approved:
3a. APPROVAL OF MINUTES
3b. HERITAGE CENTER FOOD SERVICE CONTRACT
Motion passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
5. ADJOURNMENT
President Graves moved, and Commissioner Jerzak seconded adjournment of the Economic
Development Authority meeting at 8:55 p.m.
Motion passed unanimously.
Economic Development Authority
DAT E:11/25/2024
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:A my L oegering, Economic D evelopment Coordinator & I an A lexander Economic
D evelopment M anager
S U B J E C T:P urchas e and D evelopment Contract with AW C H oldings L L C (Jambo A frica P roject)
Requested Council A con:
- Moon to Open P ublic H earing
- Moon to C lose P ublic H earing
- Moon A pproving Resoluon A pproving a P urchase and D evelopment C ontract w ith AW C H oldings, L LC ,
A pproving C onvey ance of C ertain P roperty, and A pproving a Business S ubsidy (J ambo A frica P roject)
B ackground:
The Economic D evelopment A uthority of Brooklyn C enter (E DA ) currently owns the parcel of land located at
6500 Camden Avenue North (the “P roperty ”). AW C H oldings , L L C s eeks to acquire the P roperty for
cons truc?on of a restaurant/bar. AW C H oldings L L C came befor e the City C ouncil on S eptember 9 , 2024,
w ith a concept plan for review. The concept is for an approximate 5,700 s quare foot restaurant/bar
(nightclub) with an appr oximate 1,200 square foot outdoor pa?o (“Minimum I mpr ovements ), doing
bus iness as J ambo A fr ica. T he C ity C ouncil r ev iewed and approv ed the concept plan. E DA and AW C
H oldings L L C therefore are nego?a?ng to enter into a D ev elopment and P ur chas e A gr eement for P roperty
s ubs tan?ally s imilar to the aBached P urchase and D ev elopment A greement aBached hereto. A ny
development rela?ng to the P urchas e and D evelopment A greement would be s ubject to s tandard P lanning
Commission and City Council review.
6500 Camden Avenue N orth O verview:
6500 Camden Avenue North is an approximately 1.62-acre parcel located to the wes t of Trunk H ighway
(T H ) 252, to the north of Top G olf (6420 Camden Avenue Nor th), to the s outh of an appr oximately 10,000-
s quare foot mall (6 1 5 66th Av enue Nor th) and S peedway (6545 Wes t River Road), and to the eas t of
Melrose G ates A partments (6401 C amden Avenue North).
The City ’s Economic D evelopment A uthority acquir ed the S ubj ect P r oper ty in 2 0 1 7 as part of a strategic
acquisi?on where the C ity purchas ed a v acant lot (then k now n as 6 3 3 0 Camden Avenue N orth) as part of
an overall strategy to enhance the planned redev elopment of the Regal Theater site and facilitate a land
exchange w ith Top G olf Brooklyn C enter L L C that would pr ovide the E DA with op?ons to maximiz e land us e
opportuni?es and transporta?on improvements as s ociated w ith the propos ed future 66th Avenue
I nterchange and T H 252 improvements .
The P roperty is zoned P lanned Unit D evelopment/C ommerce (P U D /C 2 ) D is trict. Both the z oning and 2040
future land us e guidance w ould allow for a r es taurant/bar (nightclub) as a s pecial us e in the underly ing C2
D istrict. A s the S ubject P roperty is located within a P lanned Unit D ev elopment, an amendment to the
P lanned U nit D evelopment w ould be required as part of any s ite and building plan reques t. P r ovis ions are
outlined in the agr eement to allow the S ubj ect P r oper ty to s erve as a M etr o Transit park and ride loca?on in
the interim, but except as otherwise permiBed, the use of the P r oper ty s hall conform to any regula?ons
w ithin the underly ing C 2 D is trict. This dis tr ict w as re?red in 2023, but exis?ng P U D s are permiBed to
remain in effect and subj ect to any and all agr eements , condi?ons , and standards applicable to the P lanned
Unit D evelopment.
Purchase and D evelopment A greement
A draH of the P urchas e and D evelopment A greement is aBached to this memo for reference. This P urchase
and D evelopment A greement may be revis ed by the par?es as neces s ary and as approved by the C ity
ABorney, how ever, substan?al terms will remain consistent, as outlined below.
The E DA intends to reduce the purchas e price of the D evelopment P roperty by approximately $500,000
below its current es?mated market value, which cons?tutes a bus iness subsidy (the “Bus iness S ubsidy ”)
w ithin the meaning of M innesota S tatutes , S ec?on 116 J .993 to 116 J .995, as amended, (the “Bus iness
S ubs idy A ct ”), and the C ontract cons ?tutes a “busines s s ubs idy agreement” as required under the Bus iness
S ubs idy A ct. The purchase price w ill be $500,000, with $10,000 in earnes t money paid to E DA , applied
tow ard the purchase price at closing.
The purchase agreement includes a reverter clause that requires AW C H oldings L L C to have completed the
cons truc?on of all improvements within two (2) years from the date execu?on of the P urchase and
D evelopment A greement. I f AW C H oldings L L C has not been able to achieve s ubs tan?al comple?on w ithin
tw o (2) years , a 30-day no?ce w ill be given by E DA . Upon expira?on of the 30-day no?ce, if the
development is s?ll not in compliance, the E DA will have the right to re-enter and re-take posses s ion of the
P roperty.
AW C H oldings , L L C is not s eeking public s ubs idy, as ide from the cons idera?on as to the purchas e price of
the P roperty.
N ext S teps:
S taff w ill coordinate with C ity aBorney and AW C H oldings L L C for s ignature of a P urchas e and
D evelopment A greement.
A Her a P urchas e and D evelopment A greement is s igned, S taff will coordinate w ith AW C H oldings L L C to
bring the propos ed D evelopment through standard P lanning C ommis s ion and C ity C ouncil review
proces s es. The planning approval process would occur prior to the sale of the land.
B udget I ssues:
The S ubject P roperty located at 6500 C amden Avenue North w as purchased by the City of Br ookly n C enter
Economic D evelopment A uthority in the amount of $6 8 5 ,000 and w as iden?fied as an eligible T I F 3 Pooled
Expenditure.
The C ity ’s Tax I ncrement F inancing P lan iden?fies the following objec?v es in es tablis hing the
aforemen?oned D is trict:
1. To enhance the tax base of the C ity;
2. To prov ide maximum opportunity, consistent w ith the needs of the City for dev elopment by
private enterpris e;
3. To beBer u?lize vacant or underdeveloped land;
4. To aBract new busines s es;
5. To acquire blighted or deteriorated residen?al property for rehabilita?on or clearance and
redevelopment; and
6. To develop hous ing opportuni?es for mar ket s egments unders erv ed by the C ity, including
hous ing for the disabled and elderly.
I nclusive C ommunity Engagement:
A nracist/Equity Policy Effect:
S trategic Priories and Values:
Maintain a s trong financial pos i?on, S trengthen and divers ify busines s development and hous ing
AT TA C H M E N TS :
D escrip?on U pload D ate Type
Res olu?on 11/19/2024 Resolu?on LeBer
D raH P urchase and D evelopment A greement 11/19/2024 Backup M aterial
No?ce of P ublic H earing 11/19/2024 Backup M aterial
J ambo A frica concept P roposal & S ite P lan 11/19/2024 Backup M aterial
J ambo A frica Busines s Narra?ve 11/19/2024 Backup M aterial
BR291-433-990040.v1
Commissioner _______________________ introduced the following resolution and moved its
adoption:
EDA RESOLUTION NO. _____________
APPROVING A PURCHASE AND DEVELOPMENT CONTRACT WITH AWC
HOLDINGS LLC, APPROVING CONVEYANCE OF CERTAIN PROPERTY,
AND APPROVING A BUSINESS SUBSIDY
(JAMBO AFRICA PROJECT)
WHEREAS, the Economic Development Authority of Brooklyn Center, Minnesota, a
public body corporate and politic (the “EDA”) has reviewed a proposal from AWC Holdings
LLC (the “Developer”) for the construction and equipping of an approximately 5,720 square foot
restaurant, bar and event facility with an outdoor patio (the “Minimum Improvements”) to be
located at 6500 Camden Avenue North in the City of Brooklyn Center on property legally
described as Lot 2, Block 1, Topgolf Addition (the “Development Property”); and
WHEREAS, the EDA and the City of Brooklyn Center, Minnesota (the “City”) have
undertaken a program to promote economic development, promote the development and
redevelopment of land which is underutilized within the City, and have created Housing
Development and Redevelopment Project No. 1 (the “Project Area”) and has adopted a
Redevelopment Plan (the “Redevelopment Plan”) for the Project Area which sets forth development
objectives for the Project Area, pursuant to Minnesota Statutes, Sections 469.090 through 469.1081
and Sections 469.001 through 469.047, both inclusive and as amended (collectively, the “Act”); and
WHEREAS, pursuant to the Act, the EDA is authorized to acquire and convey real property,
or interests therein, and to undertake certain activities to facilitate the development of real property
by private enterprise; and
WHEREAS, the EDA intends to convey title to the Development Property to Developer and
has determined that it is reasonable and necessary to provide certain financial assistance to the
Developer pursuant to a certain Purchase and Development Contract between the Developer and the
EDA (the “Contract”) in connection with the construction of the Minimum Improvements; and
WHEREAS, the EDA has on this date conducted a duly noticed public hearing regarding
sale to the Developer of the Development Property in connection with the construction of the
Minimum Improvements; and
WHEREAS, the EDA intends to reduce the purchase price of the Development Property
by approximately $500,000 below its current estimated market value, which constitutes a
business subsidy (the “Business Subsidy”) within the meaning of Minnesota Statutes, Section
116J.993 to 116J.995, as amended, (the “Business Subsidy Act”), and the Contract constitutes a
“business subsidy agreement” as required under the Business Subsidy Act; and
WHEREAS, the EDA on this date held a duly noticed public hearing on the creation of the
granting of the Business Subsidy to the Developer pursuant the Contract and setting the wage and
job goals at zero in accordance with the Business Subsidy Act.
BR291-433-990040.v1
NOW, THEREFORE, BE IT RESOLVED BY the Board of Commissioners (the “Board”) of the
Economic Development Authority of Brooklyn Center, Minnesota as follows:
1. The Board hereby determines that the sale is advisable and approves the conveyance
of the Development Property to the Developer pursuant to, and subject to the terms
and conditions set forth in, the Contract.
2. The EDA hereby approves the Contract in substantially the form presented to the
Board, together with any related documents necessary in connection therewith,
including without limitation any deed and all other documents or certifications
referenced in or attached to the Contract (collectively, the “Development
Documents”) and hereby authorizes the President and Executive Director to execute
the Development Documents on behalf of the EDA, and to carry out, on behalf of
the EDA, the EDA’s obligations thereunder when all conditions precedent thereto
have been satisfied.
3. 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 document 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 in their behalf.
4. The EDA authorizes the Business Subsidy under the Contract. The EDA finds
and determines that providing the Business Subsidy to the Developer is in the
public interest and will further the objectives of its general plan of economic
development because it will increase the tax base in the City and utilize an
underdeveloped and difficult to develop parcel of land. The EDA hereby
determines that the creation or retention of jobs is not a goal the proposed
development for purposes of the Business Subsidy Act. Therefore, the wage and
job goals may be and hereby are set at zero in the Contract in accordance with the
Business Subsidy Act.
BR291-433-990040.v1
_________________________ _________________________________
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.
BR291-433-988358.v1
PURCHASE AND DEVELOPMENT CONTRACT
By and Between
ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER,
MINNESOTA
and
JAMBO AFRICA INC.
Dated as of: November ___, 2024
This document was drafted by:
KENNEDY & GRAVEN, Chartered
150 S 5th St Ste 700
Minneapolis, MN 55402-1299
Telephone: (612) 337-9300
6
BR291-433-988358.v1 i
TABLE OF CONTENTS
Page
PREAMBLE ............................................................................................................................. 1
ARTICLE I
Definitions
Section 1.1. Definitions........................................................................................................... 3
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the EDA ............................................................................... 5
Section 2.2. Representations and Warranties by Developer ................................................... 5
ARTICLE III
Acquisition and Conveyance of Property
Section 3.1. Status of the Property .......................................................................................... 7
Section 3.2. Purchase Price ..................................................................................................... 7
Section 3.3. Conditions of Conveyance .................................................................................. 7
Section 3.4. Place of Document Execution, Delivery and Recording .................................... 7
Section 3.5. Title ..................................................................................................................... 8
Section 3.6. “As Is” Conveyance of Development Property .................................................. 8
Section 3.7. Payment of EDA Costs ....................................................................................... 9
Section 3.8. Business Subsidy ................................................................................................ 9
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements ........................................................ 11
Section 4.2. Construction Plans ............................................................................................ 11
Section 4.3. Commencement and Completion of Construction ............................................ 12
Section 4.4. Certificate of Completion ................................................................................. 12
ARTICLE V
Insurance
Section 5.1. Insurance ........................................................................................................... 14
ARTICLE VI
Delinquent Taxes and Review of Taxes
Section 6.1. Delinquent Taxes .............................................................................................. 15
Section 6.2. Review of Taxes ............................................................................................... 15
ARTICLE VII
6
BR291-433-988358.v1 ii
Prohibitions Against Assignment and Transfer; Indemnification
Section 7.1. Representation as to Development.................................................................... 16
Section 7.2. Prohibition Against Transfer of Property and
Assignment of Agreement ................................................................................ 16
Section 7.3. Release and Indemnification Covenants ........................................................... 17
ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined ................................................................................ 19
Section 8.2. Remedies on Default ......................................................................................... 19
Section 8.3. Revesting Title in EDA Upon Happening of Event Subsequent to Conveyance
to Developer ...................................................................................................... 19
Section 8.4. Resale of Reacquired Property; Disposition of Proceeds ................................. 20
Section 8.5. No Remedy Exclusive....................................................................................... 20
Section 8.6. No Additional Waiver Implied by One Waiver ................................................ 21
Section 8.7. Attorney Fees .................................................................................................... 21
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; EDA Representatives Not Individually Liable ............... 22
Section 9.2. Equal Employment Opportunity ....................................................................... 22
Section 9.3. Restrictions on Use ........................................................................................... 22
Section 9.4. Provisions Not Merged With Deed ................................................................... 22
Section 9.5. Titles of Articles and Sections .......................................................................... 22
Section 9.6. Notices and Demands ....................................................................................... 22
Section 9.7. Counterparts ...................................................................................................... 23
Section 9.8. Recording .......................................................................................................... 23
Section 9.9 Amendment ....................................................................................................... 23
Section 9.10 EDA or City Approvals .................................................................................... 23
Section 9.11 Termination ....................................................................................................... 23
Section 9.12 Choice of Law and Venue ................................................................................. 23
Section 9.13. Good Faith ........................................................................................................ 23
SIGNATURES .................................................................................................................. S-1, S-2
EXHIBIT A Description of Development Property
EXHIBIT B Form of Quit Claim Deed
EXHIBIT C Certificate of Completion
BR291-433-988358.v1 1
PURCHASE AND DEVELOPMENT CONTRACT
THIS AGREEMENT, made on or as of the ___ day of November, 2024, by and between
ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a
public body corporate and politic (the “EDA”), established pursuant to Minnesota Statutes,
Sections 469.090 through 469.1081 and Sections 469.001 through 469.047, both inclusive and as
amended (collectively, the “Act”) and JAMBO AFRICA INC., a Minnesota corporation
(“Developer”).
WITNESSETH:
WHEREAS, the EDA was created pursuant to the Act and was authorized to transact
business and exercise its powers by a resolution of the City Council of the City of Brooklyn Center,
Minnesota (the “City”); and
WHEREAS, the EDA and City have undertaken a program to promote economic
development, promote the development and redevelopment of land which is underutilized within
the City, and in this connection created its Housing Development and Redevelopment Project No.
1 (the “Project Area”) and has adopted a Redevelopment Plan (the “Redevelopment Plan”) for the
Project Area which sets forth development objectives for the Project Area; and
WHEREAS, pursuant to the Act, the EDA is authorized to acquire and convey real
property, or interests therein, and to undertake certain activities to facilitate the development of
real property by private enterprise; and
WHEREAS, the EDA intends to convey title to certain property located in the Project Area
and described in Exhibit A (the “Development Property”) to Developer for the construction and
equipping of an approximately 5,720 square foot restaurant, bar and event facility with an outdoor
patio (the “Minimum Improvements”); and
WHEREAS, the EDA believes that the development of the Development Property pursuant
to this Agreement, and fulfillment generally of this Agreement, are in the vital and best interests
of the City, and the health, safety, morals, and welfare of its residents, and in accord with the public
purposes and provisions of the applicable State and local laws and requirements under which the
Minimum Improvements have been undertaken and is being stimulated; and
WHEREAS, the EDA believes the Minimum Improvements are consistent with the goals
of increasing the tax base in the City and providing increased employment opportunities; and
WHEREAS, the requirements of the Business Subsidy Act, Minnesota Statutes, Section
116J.993 through 116J.995 (the “Business Subsidy Act”), [do not] apply to this Agreement
[because the Developer is purchasing the Development Property at fair market value]; [however,
after holding a public hearing on November 25, 2024, the EDA determined that creation and
retention of jobs is not a goal of the subsidy for the development of the Property and consequently
the EDA has set the wage and job goals (the “Goals”) hereunder at zero]; and
BR291-433-988358.v1 2
WHEREAS, the EDA has adopted criteria for awarding business subsidies that comply
with the Business Subsidy Act after a public hearing for which notice was published in accordance
with the Business Subsidy Act; and
WHEREAS, in connection with the assistance provided under this Agreement, this
agreement constitutes a subsidy agreement under the Business Subsidy Act; and
WHEREAS, by resolution adopted after a duly noticed public hearing on November 25,
2024, the EDA authorized conveyance of the Development Property to the Developer pursuant to
this Agreement for the Minimum Improvements.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
BR291-433-988358.v1 3
ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
“Act” means, collectively, the Minnesota Statutes, Sections 469.090 through 469.1081 and
Sections 469.001 through 469.047, both inclusive and as amended.
“Agreement” means this Agreement, as the same may be from time to time modified,
amended, or supplemented.
“Benefit Date” means the date on which a certificate of occupancy for the Minimum
Improvements is issued by the City.
“Business Subsidy Act” means Minnesota Statutes, Sections 116J.993 to 116J.995, as
amended.
“Certificate of Completion” means the certification substantially in the form attached
hereto as Exhibit C, provided to Developer, or the purchaser of any part, parcel or unit of the
Development Property, pursuant to Section 4.4 of this Agreement.
“City” means the City of Brooklyn Center, Minnesota.
“Closing” has the meaning provided in Section 3.3(b).
“Construction Plans” means the plans, specifications, drawings and related documents on
the construction work to be performed by Developer on the Development Property which (a) shall
be as detailed as the plans, specifications, drawings and related documents which are submitted to
the appropriate building officials of the City, and (b) shall include at least the following for each
building: (1) site plan; (2) foundation plan; (3) basement plans; (4) floor plan for each floor; (5)
cross sections of each (length and width); (6) elevations (all sides); (7) landscape plan; and (8)
such other plans or supplements to the foregoing plans as the EDA may reasonably request to
allow it to ascertain the nature and quality of the proposed construction work.
“County” means the County of Hennepin, Minnesota.
“Deed” means the Quit Claim Deed in the form attached hereto as Exhibit B, to be
executed by the EDA conveying the Development Property to the Developer.
“Developer” means Jambo Africa Inc., or its permitted successors and assigns.
“Development Property” means the real property described in Exhibit A attached hereto,
located at _________ Camden Avenue North in the City.
“EDA” means the Economic Development Authority of Brooklyn Center, Minnesota, or
any successor or assign.
BR291-433-988358.v1 4
“EDA Representative” means the Executive Director of the EDA, or any person designated
by the Executive Director to act as the EDA Representative for the purposes of this Agreement.
“Event of Default” means an action by Developer listed in Article VIII of this Agreement.
“General Contractor” means _________________________, the general contractor
selected by the Developer for the Minimum Improvements.
“Holder” means the owner of a Mortgage.
“Minimum Improvements” means the construction, in accordance with the approved
Construction Plans, and equipping of an approximately 5,720 square foot restaurant, bar and event
facility with an outdoor patio.
“Mortgage” means any mortgage made by Developer which is secured, in whole or in part,
with the Development Property, and any modification, supplement, extension, renewal or
amendment thereof.
“State” means the State of Minnesota.
“Termination Date” means the later of (i) the date two years after the date the EDA issues
a Certificate of Completion for the Minimum Improvements or (ii) the date the Developer satisfies
the requirements of Section 3.8 hereof; provided however, that if the EDA terminates this
Agreement due to an Event of Default by the Developer under Article VIII hereof, the Termination
Date shall mean such earlier date.
“Unavoidable Delays” means unexpected delays which are the direct result of: (i) adverse
weather conditions, (ii) shortages of materials, (iii) strikes, other labor troubles, (iv) fire or other
casualty to the Minimum Improvements, (v) litigation commenced by third parties which, by
injunction or other judicial action, directly results in delays, (vi) acts of any federal or state
governmental unit, including legislative and administrative acts, (vii) approved changes to the
Construction Plans that result in delays (viii) delays caused by the discovery of any adverse
environmental condition on or within the Development Property to the extent reasonably necessary
to comply with federal and state environmental laws, regulations, orders or agreements, (ix) delay
in the issuance of any license or permit by any governmental entity, provided application therefor
is timely made and diligently pursued by Developer and (x) any other cause or force majeure
beyond the control of Developer which directly results in delays.
BR291-433-988358.v1 5
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the EDA. The EDA makes the following representations
as the basis for the undertaking on its part herein contained:
(a) The EDA is an economic development authority duly organized and existing under
the laws of the State. Under the provisions of the Act, the EDA has the power to enter into this
Agreement and carry out its obligations hereunder.
(b) The activities of the EDA are undertaken to foster the development of certain real
property which for a variety of reasons is presently underutilized, to create increased tax base in
the City, and to stimulate further development of the City as a whole.
Section 2.2. Representations and Warranties by Developer. Developer represents and
warrants that:
(a) Developer is a Minnesota corporation duly organized and in good standing under
the laws of the State of Minnesota, is not in violation of any provisions of its articles of
incorporation or bylaws or the laws of the State, is duly authorized to transact business within the
State, has power to enter into this Agreement and has duly authorized the execution, delivery and
performance of this Agreement by proper action of its members.
(b) If Developer acquires the Development Property in accordance with this
Agreement, Developer will construct, operate and maintain the Minimum Improvements, or cause
the same to be constructed, operated and maintained, in accordance with the terms of this
Agreement and all local, state and federal laws and regulations (including, but not limited to,
environmental, zoning, development district, building code and public health laws and
regulations).
(c) Developer has received no written notice or communication from any local, state
or federal official that the activities of Developer or the EDA on the Development Property would
be in violation of any environmental law or regulation (other than those notices or communications
of which the EDA is aware). Developer is aware of no facts the existence of which would cause
the Development Property to be in violation of or give any person a valid claim under any local,
state or federal environmental law, regulation or review procedure.
(d) Developer will construct, or cause to be constructed, the Minimum Improvements
in accordance with all local, state or federal laws and regulations, including but not limited to those
related to energy-conservation.
(e) Developer will timely apply for and diligently pursue all required permits, licenses
and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and
federal laws and regulations which must be obtained or met before the Minimum Improvements
may be lawfully constructed.
BR291-433-988358.v1 6
(f) To the best of Developer’s knowledge and belief, neither the execution and delivery
of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment
of or compliance with the terms and conditions of this Agreement is prevented, limited by or
conflicts with or results in a breach of, the terms, conditions or provisions of any partnership or
company restriction or any evidences of indebtedness, agreement or instrument of whatever nature
to which Developer is now a party or by which it is bound, or constitutes a default under any of
the foregoing.
BR291-433-988358.v1 7
ARTICLE III
Conveyance of Property
Section 3.1. Status of the Property. As of the date of this Agreement, the EDA owns the
Development Property and, in accordance with the terms thereof, will convey title to and possession
of the Development Property to Developer, subject to all the terms and conditions of this Agreement.
Section 3.2. Purchase Price. The purchase price to be paid to the EDA by Developer in
exchange for the conveyance of the Development Property shall be $____________, payable at
Closing (as defined in Section 3.3(b) hereof) (the “Purchase Price”).
Section 3.3. Conditions of Conveyance. (a) Subject to satisfaction of the conditions set forth
herein, the EDA shall convey fee simple title to and possession of the Development Property to the
Developer at Closing by quit claim deed substantially in the form set forth on Exhibit B to this
Agreement (the “Deed”). The EDA’s obligation to convey the Development Property to the
Developer, and Developer’s obligation to purchase the Development Property, is subject to
satisfaction of the following terms and conditions:
(1) The Developer shall have obtained and closed on, and provided evidence
satisfactory to the EDA of, financing in an amount sufficient, together with the Developer’s
equity investment in the Development Property and the Minimum Improvements, to pay all
costs of the acquisition of the Development Property and the construction and equipping of
the Minimum Improvements as set forth in the Sworn Construction Cost Statement submitted
in accordance with Section 4.2 hereof;
(2) There shall be no uncured Event of Default under this Agreement;
(3) The Developer shall have reviewed and approved (or waived objections to)
title to the Development Property as set forth in Section 3.5 hereof;
(4) The Developer shall have reviewed and approved (or waived objections to)
soil and environmental conditions as set forth in Section 3.6;
(5) The Developer shall have obtained the EDA’s approval of the Construction
Plans as provided in Section 4.2 hereof; and
(6) The Developer shall have received all necessary rezoning, variances,
conditional use permits and other permits, site plan and other approvals needed to permit the
construction and shall have satisfied the conditions to obtain a building permit for the
construction of the Minimum Improvements.
Conditions (2) and (5) are solely for the benefit of the EDA, and may be waived by the EDA.
Conditions (3) and (4) are solely for the benefit of the Developer, and may be waived by the
Developer. Conditions (1) and (6) are for the benefit of both the EDA and the Developer and may
only be waived by both parties.
BR291-433-988358.v1 8
(b) The closing on conveyance of the Development Property from the EDA to the
Developer shall occur upon satisfaction of the conditions specified in this Section, but not later than,
___________________, 2025, or at such other date as the parties hereto agree in writing (“Closing”).
Section 3.4. Place of Document Execution, Delivery and Recording. (a) Unless otherwise
mutually agreed by the EDA and Developer, the execution and delivery of the Deed, all related
documents and the payment of the Purchase Price shall be made at the offices of the EDA or such
other location to which the parties may agree.
(b) The Deed shall be in recordable form and shall be promptly recorded in the proper
office for the recordation of deeds and other instruments pertaining to the Development Property.
(c) At closing, Developer shall pay: all recording costs, including state deed tax, in
connection with the conveyance of the Development Property; costs of recording any instruments
used to clear title encumbrances; title insurance commitment fees and premiums, if any; and title
company closing fees, if any. The EDA shall pay any special assessments outstanding as of the
date of this Agreement. The parties agree and understand that the Development Property is exempt
from property taxes for taxes payable in 2024, and the Developer shall pay all applicable property
taxes with respect to the Development Property when due.
Section 3.5. Title. (a) Within 30 days after the date of this Agreement, the Developer
shall obtain a commitment for the issuance of a policy of title insurance for the Development
Property. The Developer shall have 20 days from the date of its receipt of such commitment and
a current survey of the Development Property to review the state of title (including survey matters)
to the Development Property and to provide the EDA with a list of written objections to such title
(including survey matters). Objections not made within such time will be deemed waived. The
Developer shall have 60 days from the date of such objection to effect a cure; provided, however,
that the Developer shall have no obligation to cure any objections, and may inform the EDA of
such. In the event that the Developer has failed to obtain a cure of such objections within 60 days
after the date hereof, the Developer may (i) by the giving of written notice to the EDA terminate
this Agreement, upon the receipt of which this Agreement shall be null and void and neither party
shall have any liability hereunder, except for any obligations under Section 3.7, or (ii) waive any
title objections and proceed to Closing. The EDA shall have no obligation to take any action to
clear defects in the title to the Development Property.
(b) The EDA shall take no actions to encumber title to the Development Property
between the date of this Agreement and the time the Deed is delivered to the Developer. The EDA
expressly agrees that it will not cause or permit the attachment of any mechanics, attorneys, or other
liens to the Development Property prior to Closing.
(c) The Developer shall take no actions to encumber title to the Development Property
between the date of this Agreement and the time the Deed is delivered to the Developer. The
Developer expressly agrees that it will not cause or permit the attachment of any mechanics, attorneys,
or other liens to the Development Property prior to Closing. Notwithstanding termination of this
Agreement prior to Closing, Developer is obligated to pay all costs to discharge any encumbrances
BR291-433-988358.v1 9
to the Development Property attributable to actions of Developer, its employees, officers, agents or
consultants, including without limitation any architect, contractor and or engineer.
Section 3.6. “As Is” Conveyance of Development Property.
(a) The Developer shall take the conveyance of the Development Property from the
EDA on an “AS IS”, “WHERE IS” basis, subject to all restrictions, covenants, conditions and
encumbrances of record, with all faults and defects, without any warranties, express or implied,
except such representations and warranties as specifically set forth in this Agreement.
(b) The EDA’s makes no representations concerning hazardous wastes or pollutants on
the Development Property nor shall have any responsibility or obligation to undertake any cleanup
or remediation on the Development Property. The Developer further agrees that it will indemnify,
defend, and hold harmless the EDA, the City, and their governing body members, officers, and
employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or
pollutants on the Development Property. Nothing in this section will be construed to limit or affect
any limitations on liability of the City or the EDA under State or federal law, including without
limitation Minnesota Statutes, Sections 466.04 and 604.02.
Section 3.7. Payment of EDA Costs. The Developer agrees that it will pay, within 15 days
after written notice from the EDA, the reasonable costs of consultants and attorneys retained by
the EDA in connection with the negotiation, preparation and administration of this Agreement and
other incidental agreements and documents related to the development of the Development
Property (the “Administrative Costs”). The EDA will provide written reports describing the
Administrative Costs accrued under this Section upon request from the Developer, but not more
often than intervals of 45 days. Upon termination of this Agreement in accordance with its terms,
the Developer remains obligated under this section for Administrative Costs incurred through the
effective date of termination. The EDA acknowledges that the Developer has deposited $10,000
with the EDA, which deposit shall be credited toward Developer’s obligations under this Section.
Any amounts deposited by the Developer and not expended by the EDA on Administrative Costs
will be remitted to the Developer within 30 days after the Termination Date. If additional funds
are needed to pay such expenses, the Developer shall deposit such additional funds with the EDA
upon request, and unexpended funds will be returned to the Developer.
Section 3.8 Business Subsidy
(a) In order to satisfy the provisions of the Business Subsid y Act, the Developer
acknowledges and agrees that the amount of the “Business Subsidy” granted to the Developer
under this Agreement is the amount of the write-down of the Purchase Price of the land, which is
approximately $____________, and that the Business Subsidy is needed because the construction
of the Minimum Improvements is not sufficiently feasible for the Developer to undertake without
the Business Subsidy. The public purpose of the Business Subsidy is to increase the tax base and
provide employment opportunities. [After holding a public hearing on November 25, 2024, the
City and the EDA have determined that creation and retention of jobs is not a goal of the Minimum
Improvements and consequently set the wage and job goals (the “Goals”) hereunder at zero.] /
[The Developer will cause the following cumulative job creation goals to be met (the
BR291-433-988358.v1 10
“Goals”): At least ___ full-time equivalent jobs (the “Jobs”) will be created related to the
operation of the Minimum Impovements at the Development Property. The Jobs will have
an average hourly rate of at least 150% of State minimum wage excluding benefits and be
created any time from date of this Agreement through a date that is no later than the date
two years after the Benefit Date (“Goal Period”). The EDA may, after a public hearing,
extend the Goal Period for up to one year if the Developer provides a good faith justification
for its failure to meet the Goals during the original Goal Period.]
(b) [Because the Goals are set at zero, the Developer is not subject to the prepayment
provisions of the Business Subsidy Law.] / [If none of the Goals are met prior to the expiration
of the Goal Period, the Developer agrees to repay all of the Business Subsidy to the City, plus
interest (“Interest”) set at the implicit price deflator defined in Minnesota Statutes, Section
275.70, Subdivision 2, accruing from and after the Benefit Date, compounded semiannually.
If the Goals are met in part prior to the expiration of the Goal Period, the Developer will
repay a portion of the Business Subsidy (plus Interest) determined by multiplying the
Business Subsidy by a fraction, the numerator of which is the number of jobs in the Goals
which were not created at the wage level set forth above and the denominator of which is ___
(i.e., number of Jobs).] In addition to the remedy described in this Section and any other remedy
available to the EDA for failure to meet the Goals stated in this Section, the Developer agrees and
understands that it may not receive a business subsidy from the EDA or any other grantor (as
defined in the Business Subsidies Act) for a period of 5 years from the date of the failure unless
the Developer satisfies its repayment obligation under this Section, whichever occurs first.
(c) [To the extent required by the Minnesota Department of Employment and
Economic Development, within 30 days of a request from the EDA,] the Developer agrees to
(i) report its progress on achieving the Goals to the EDA until the later of the date the Goals are
met or two years from the Benefit Date, or, if the Goals are not met, until the date the Business
Subsidy is repaid, (ii) include in the report the information required in Section 116J.994,
Subdivision 7 of the Business Subsidies Act on forms developed by the Minnesota Department of
Employment and Economic Development, and (iii) send completed reports to the EDA[;
provided, however, that such reporting obligations will not affect the terms of this Agreement
which set the Goals at zero or effect any obligation for Developer to meet any greater Goals
than those contemplated herein]. / [In addition, the Developer will file these reports no later
than March 1 of each year commencing March 1, 2026, and within 30 days after the deadline
for meeting the Goals. The City agrees that if it does not receive the reports, it will mail the
Developer a warning letter within one week of the required filing date. If within 14 days of
the post marked date of the warning the reports are not made, the Developer agrees to pay
to the City a penalty of $100 for each subsequent day until the report is filed up to a
maximum of $1,000.]
(d) [The Developer will continue operations of the Minimum Improvements as a
restaurant, bar and event facility for at least 5 years after the Benefit Date.] / [Because the
Goals are set at zero and the amount of the “Business Subsidy” is less than $150,000, the Developer
is not subject to the other provisions of the Business Subsidy Law.]
BR291-433-988358.v1 11
(e) Other than the land write-down provided by the EDA under this Agreement, there are
no other state or local government agencies providing financial assistance for the Minimum
Improvements.
(f) There is no parent entity of the Developer.
BR291-433-988358.v1 12
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements. Subject to all other terms and
conditions of this Agreement, Developer agrees that it will construct, or cause to be constructed,
the Minimum Improvements on the Development Property in accordance with the approved
Construction Plans and at all times prior to the Termination Date will operate and maintain,
preserve and keep the Minimum Improvements or cause the Minimum Improvements to be
operated, maintained, preserved and kept with the appurtenances and every part and parcel thereof,
in good repair and condition.
Section 4.2. Construction Plans. (a) Prior to the commencement of construction of the
Minimum Improvements, the Developer will deliver to the EDA the Construction Plans and a
sworn construction cost statement certified by the Developer and the General Contractor (the
“Sworn Construction Cost Statement”) all in form and substance reasonably acceptable to the
EDA. The Construction Plans for the Minimum Improvements shall be consistent with this
Agreement, and all applicable State and local laws and regulations and the Site Plan and Design
Drawings previously submitted to the EDA and shall provide for design, quality, materials and
building finishes of the finished Minimum Improvements to be substantially similar to those which
were presented to the City in connection with the Developer’s acquisition of the Development
Property. The City’s building official and the Executive Director of the EDA on behalf of the
EDA shall promptly review any Construction Plans upon submission and deliver to the Developer
a written statement approving the Construction Plans or a written statement rejecting the
Construction Plans and specifying the deficiencies in the Construction Plans. The City’s building
official and the Executive Director of the EDA on behalf of the EDA may withhold approval of
the Construction Plans if any of the following is not satisfied: (i) the Construction Plans
substantially conform to the terms and conditions of this Agreement; (ii) the Construction Plans
comply with the site plan and design drawings; (iii) the Construction Plans meet all requirements
necessary for the City to issue a building permit; and (v) the Construction Plans do not violate any
applicable federal, State or local laws, ordinances, rules or regulations. If the Construction Plans
are not approved by the City and the EDA, then the Developer shall make such changes as the
EDA may reasonably require and resubmit revised Construction Plans to the EDA for approval,
which will not be unreasonably withheld, conditioned or delayed.
(b) No changes shall be made to the Construction Plans for the Minimum Improvements,
without the EDA’s prior written approval, which materially alter (a) the site plan for the Minimum
Improvements, (b) exterior appearance, (c) construction quality, or (d) exterior materials included
in the final Construction Plans. The approval of the EDA will not be unreasonably withheld,
conditioned or delayed.
(c) The approval of the Construction Plans, or any proposed amendment to the Construction
Plans, by the EDA does not constitute a representation or warranty by the EDA that the
Construction Plans or the Minimum Improvements comply with any applicable building code,
health or safety regulation, zoning regulation, environmental law or other law or regulation, or that
the Minimum Improvements will meet the qualifications for issuance of a certificate of occupancy,
BR291-433-988358.v1 13
or that the Minimum Improvements will meet the requirements of the Developer or any other users
of the Minimum Improvements. Approval of the Construction Plans, or any proposed amendment
to the Construction Plans, by the EDA will not constitute a waiver of an Event of Default or of any
State or City building or other code requirements that may apply. Nothing in this Agreement shall
be construed to relieve the Developer of its obligations to receive any required approval of the
Construction Plans from any department of the City and does not relieve the Developer of the
obligation to comply with applicable federal, State and local laws, ordinances, rules and
regulations, or to construct the Minimum Improvements in accordance therewith.
Section 4.3. Commencement and Completion of Construction.
(a) Subject to Unavoidable Delays, the Developer must commence construction of the
Minimum Improvements not later than ________________, 2025. The construction of the
Minimum Improvements shall be deemed to be commenced when physical improvements have
been made to the Property, including grading, excavation, or other physical site preparation work
(in accordance with a permit issued by the City).
(b) Subject to Unavoidable Delays, the Developer must substantially complete
construction by _____________, 202__. The construction of the Minimum Improvements will be
considered substantially complete on the date when (i) the Minimum Improvements, as applicable,
are sufficiently complete for the Developer to operate as a restaurant, bar and event facility with
an outdoor patio, (ii) the Developer has received a certificate of occupancy issued by the City for
Minimum Improvements, as applicable and (iii) the EDA has determined the Minimum
Improvements have been constructed in accordance with the approved Construction Plans as
provided in Section 4.4. Completion shall be evidenced by a Certificate of Completion as
described in Section 4.4.
(c) Developer agrees for itself, its successors and assigns, and every successor in
interest to the Development Property, or any part thereof, that Developer, and such successors and
assigns, shall promptly begin and diligently prosecute to completion the development of the
Development Property through the construction of the Minimum Improvements thereon, and that
such construction shall in any event be commenced and completed within the period specified in
this Section 4.3 of this Agreement. Subsequent to conveyance of the Development Property, or
any part thereof, to Developer, and until construction of the Minimum Improvements has been
completed, Developer shall make reports, in such detail and at such times as may reasonably be
requested by the EDA, as to the actual progress of Developer with respect to such construction.
Section 4.4. Certificate of Completion. (a) Developer shall notify the EDA when
construction of the Minimum Improvements has been substantially completed. The EDA shall,
within 30 days after the later of such notification or the issuance of the certificate of occupancy by
the City, conduct any inspections of the Minimum Improvements it determines necessary in order
to determine whether the Minimum Improvements have been constructed in substantial conformity
with the approved Construction Plans. If the EDA determines that the Minimum Improvements
have not been constructed in substantial conformity with the approved Construction Plans, the
EDA shall deliver a written statement to the Developer indicating in adequate detail the specific
respects in which the Minimum Improvements have not been constructed in substantial conformity
BR291-433-988358.v1 14
with the approved Construction Plans and the Developer shall have a reasonable period of time to
remedy such deficiencies. The EDA shall re-inspect the Minimum Improvements within a
reasonable period of time after receiving notice that such deficiencies have been remedied in order
to determine whether the Minimum Improvements have been constructed in substantial conformity
with the approved Construction Plans and this Agreement. Within a reasonable period of time
after determining that the Minimum Improvements have been constructed in substantial
conformity with the approved Construction Plans and determining that the following conditions
precedent have been satisfied, the EDA will furnish to the Developer a Certificate of Completion
in substantially the form set forth in Exhibit C attached hereto certifying the completion of the
Minimum Improvements:
(1) There shall exist no Event of Default hereunder;
(2) The City shall have issued a Certificate of Occupancy for the Minimum
Improvements;
(3) The EDA’s Executive Director, or designee, on behalf of the EDA shall
have reasonably determined that the Project has been substantially completed and
constructed in accordance with all applicable local, state and federal laws and regulations
(including without limitation environmental, zoning, building code, housing code, and
public health laws and regulations), and any applicable permits and in substantial
conformity with this Agreement, and the final construction plans approved by the City in
connection with issuing construction permits, each as applicable;
(4) The Developer shall certify to the City that all costs related to the Minimum
Improvements and the development of the Development Property, including without
limitation, payments to all contractors, subcontractors, and project laborers costs have been
paid prior to the date of the request of the EDA.
(b) The Certificate of Completion delivered by the EDA shall be a conclusive
determination of satisfaction and termination of the agreements and covenants in the Agreement
with respect to the obligations of Developer, and its successors and assigns, to construct the
Minimum Improvements and the date for the completion thereof. Such Certificate of Completion
and such determination shall not constitute evidence of compliance with or satisfaction of any
obligation of Developer to any Holder of a Mortgage, or any insurer of a Mortgage, securing
money loaned to finance the Minimum Improvements, or any part thereof.
BR291-433-988358.v1 15
ARTICLE V
Insurance
Section 5.1. Insurance. Developer will provide evidence at Closing of having obtained
and shall maintain at all times during the process of constructing the Minimum Improvements, or
during the term of this Agreement, as applicable, an All Risk Broad Form Basis Insurance Policy
and, from time to time during that period, at the request of the EDA, furnish the EDA with proof
of payment of premiums on policies covering the following:
(i) Builder’s risk insurance, written on the so-called “Builder’s Risk –
Completed Value Basis,” in an amount equal to 100% of the insurable value of the
Minimum Improvements at the date of completion, and with coverage available in
nonreporting form on the so-called “all risk” form of policy.
(ii) Commercial general liability insurance (including operations of
subcontractors, completed operations and contractual liability insurance) with limits
against bodily injury and property damage of not less than $2,000,000 for each occurrence,
and shall be endorsed if necessary to show the City and EDA as additional insureds (to
accomplish the above-required limits, an umbrella excess liability policy may be used);
and
(iii) Workers’ compensation insurance, with statutory coverage.
BR291-433-988358.v1 16
ARTICLE VI
Delinquent Taxes and Review of Taxes
Section 6.1. Delinquent Taxes. Developer agrees for itself, its successors and assigns, that
in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason
of this Agreement to pay before delinquency all real estate taxes assessed against the Development
Property and the Minimum Improvements. The Developer acknowledges that this obligation
creates a contractual right on behalf of the EDA through the Termination Date to sue the Developer
or its successors and assigns to collect delinquent real estate taxes and any penalty or interest
thereon and to pay over the same as a tax payment to the county auditor. In any such suit in which
the EDA is the prevailing party, the EDA shall also be entitled to recover its costs, expenses and
reasonable attorney fees.
Section 6.2. Review of Taxes. Developer agrees that, prior to the Termination Date, it will
not apply for a deferral of property tax on the Development Property pursuant to any law, or
transfer or permit transfer of the Development Property to any entity whose ownership or operation
of the property would result in the Development Property being exempt from real estate taxes
under State law (other than any portion thereof dedicated or conveyed to EDA in accordance with
this Agreement).
BR291-433-988358.v1 17
ARTICLE VII
Prohibitions Against Assignment and Transfer; Indemnification
Section 7.1. Representation as to Development. Developer represents and agrees that its
purchase of the Development Property or portions thereof, and its other undertakings pursuant to
the Agreement, are, and will be used, for the purpose of development of the Development Property
and not for speculation in land holding.
Section 7.2. Prohibition Against Transfer of Property and Assignment of Agreement.
Developer represents and agrees that until issuance of the final Certificate of Completion for the
Minimum Improvements:
(a) Except as specifically described in this Agreement, Developer has not made or
created and will not make or create or suffer to be made or created any total or partial sale,
assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of
or with respect to this Agreement of the Development Property or any part thereof or any interest
therein, or any contract or agreement to do any of the same, to any person or entity (collectively,
a “Transfer”), without the prior written approval of the EDA’s board of commissioners unless
Developer remains liable and bound by this Agreement, in which event, notwithstanding anything
in this Agreement to the contrary, the EDA’s approval is not required. The term “Transfer” does
not include (i) encumbrances made or granted by way of security for, and only for, the purpose of
obtaining construction, interim or permanent financing necessary to enable Developer or any
permitted successor in interest to the Development Property, or any part thereof, to construct the
Minimum Improvements, or (ii) any lease, license, easement or similar arrangement entered into
in the ordinary course of business related to operation of the Minimum Improvements. Prior
approval by the EDA is not required for any Transfer: (1) to an affiliate or the transfer of a
member’s interest in Developer to an affiliate of the member so long as the proposed transferee
expressly assumes the obligations of Developer or the original member; (2) that is involuntary
resulting from the death or disability or parties in control of the members of Developer.
(b) If Developer seeks to effect a Transfer which requires the approval of the EDA
prior to issuance of the final Certificate of Completion for the Minimum Improvements, the EDA
shall be entitled to require as conditions to such Transfer that:
(i) Any proposed transferee shall have the qualifications and financial
responsibility, in the reasonable judgment of the EDA, necessary and adequate to fulfill the
obligations undertaken in this Agreement by Developer as to the portion of the
Development Property to be transferred.
(ii) Any proposed transferee, by instrument in writing satisfactory to the EDA
and in form recordable among the land records, shall, for itself and its successors and
assigns, and expressly for the benefit of the EDA, have expressly assumed all of the
obligations of Developer under this Agreement as to the portion of the Development
Property to be transferred and agreed to be subject to all the conditions and restrictions to
which Developer is subject as to such portion; provided, however, that the fact that any
transferee of, or any other successor in interest whatsoever to, the Development Property,
BR291-433-988358.v1 18
or any part thereof, shall not, for whatever reason, have assumed such obligations or so
agreed, and shall not (unless and only to the extent otherwise specifically provided in this
Agreement or agreed to in writing by the EDA) deprive the EDA of any rights or remedies
or controls with respect to the Development Property or any part thereof or the construction
of the Minimum Improvements; it being the intent of the parties as expressed in this
Agreement that (to the fullest extent permitted at law and in equity and excepting only in
the manner and to the extent specifically provided otherwise in this Agreement) no transfer
of, or change with respect to, ownership in the Development Property or any part thereof,
or any interest therein, however consummated or occurring, and whether voluntary or
involuntary, shall operate, legally or practically, to deprive or limit the EDA of or with
respect to any rights or remedies on controls provided in or resulting from this Agreement
with respect to the Minimum Improvements that the EDA would have had if there had been
no such transfer or change. In the absence of specific written agreement by the EDA to the
contrary, no such transfer or approval by the EDA thereof shall be deemed to relieve
Developer, or any other party bound in any way by this Agreement or otherwise, with
respect to the construction of the Minimum Improvements, from any of its obligations with
respect thereto.
(iii) Any and all instruments and other legal documents involved in effecting the
transfer of any interest in this Agreement or the Development Property governed by this
Article VII, shall be in a form reasonably satisfactory to the EDA.
(c) If the conditions described in paragraph (b) are satisfied with regard to any Transfer
requiring the approval of the EDA then the Transfer will be approved and Developer shall be
released from its obligations under this Agreement, as to the portion of the Development Property
that is transferred, assigned, or otherwise conveyed. The provisions of this Section 7.2 apply to
all subsequent transferors, assuming compliance with the terms of this Article.
(d) Upon issuance of the final Certificate of Completion for the Minimum
Improvements, Developer may transfer or assign the Development Property, the Minimum
Improvements and/or Developer’s rights and obligations under this Agreement with respect to
such property without the prior written consent of the EDA.
Section 7.3. Release and Indemnification Covenants. (a) Developer releases from and
covenants and agrees that the EDA and the governing body members, officers, agents, servants
and employees thereof shall not be liable for and agrees to indemnify and hold harmless the EDA
and the governing body members, officers, agents, servants and employees thereof against any
loss or damage to property or any injury to or death of any person occurring at or about or resulting
from any defect in the Minimum Improvements.
(b) Except for any willful misconduct of the following named parties and any claim as
to the legal authority of the EDA to perform as required by this Agreement, Developer agrees (if
timely tendered by the EDA to Developer) to protect and defend the EDA and the governing body
members, officers, agents, servants and employees thereof, now or forever, and further agrees to
hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever
BR291-433-988358.v1 19
by any person or entity whatsoever to the extent caused by the construction, installation, and
operation of the Minimum Improvements.
(c) The EDA and the governing body members, officers, agents, servants and
employees thereof shall not be liable for any damage or injury to the persons or property of
Developer or its officers, agents, servants or employees or any other person who may be about the
Development Property or Minimum Improvements.
(d) All covenants, stipulations, promises, agreements and obligations of the EDA
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations solely of the EDA and not of any governing body member, officer, agent, servant or
employee of the EDA in their individual capacity.
BR291-433-988358.v1 20
ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined. The following shall be “Events of Default” under
this Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement
(unless the context otherwise provides), any failure by any party, following notice and cure periods
described in Section 8.2 hereof, to observe or perform any covenant, condition, obligation or
agreement on its part to be observed or performed under this Agreement or under any other
agreement entered into between Developer and the EDA in connection with development of the
Development Property.
Section 8.2. Remedies on Default. Whenever any Event of Default referred to in Section
8.1 of this Agreement occurs, the non-defaulting party may exercise its rights under this Section
8.2, after providing 30 days written notice to the defaulting party of the Event of Default, but only
if the Event of Default has not been cured within said 30 days or, if the Event of Default is by its
nature incurable within 30 days, the defaulting party does not provide assurances reasonably
satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured
as soon as reasonably possible, to:
(a) The EDA may suspend its performance under the Agreement until it receives
assurances that the defaulting party will cure its default and continue its performance under the
Agreement;
(b) The EDA may cancel and rescind or terminate this Agreement;
(c) The EDA may take whatever action, including legal, equitable or administrative
action, which may appear necessary or desirable to collect any payments due under this
Agreement, or to enforce performance and observance of any obligation, agreement, or covenant
under this Agreement;
(d) If the Event of Default constitutes a breach of the condition subsequent set forth in
the right of re-entry in Section 8.3 the EDA reserves in the Deed, the EDA may exercise its right
of re-entry as set forth in the Deed and Section 8.3 hereof; and
(e) The Developer may suspend its performance under this Agreement, cancel and
rescind or terminate this Agreement and/or take whatever action at law or in equity may appear
necessary or desirable to the Developer to enforce performance and observance of any obligation,
agreement, or covenant of the EDA under this Agreement. Nothing in this Agreement shall entitle
the Developer to make any claim against the EDA for any damages whatsoever and the
Developer’s remedies are strictly limited to the foregoing.
Section 8.3. Revesting Title in EDA Upon Happening of Event Subsequent to Conveyance
to Developer. The EDA’s conveyance of the Development Property to the Developer pursuant to this
Agreement will be made subject to a right of re-entry for breach of a condition subsequent in favor of
the EDA. The condition subsequent is that, barring any Unavoidable Delays, the Developer shall
have commenced within 12 months of the Closing date, construction of the Minimum Improvements
BR291-433-988358.v1 21
in accordance with Section 4.3 hereof. For purposes of this Section 8.3 and the Deed, construction of
the Minimum Improvements is deemed to be commenced upon the [installation of site utilities and
commencement foundation work (in accordance with a permit issued by the City)] / [completion of
the foundation of the Minimum Improvements]. If Developer breaches such condition subsequent,
the EDA shall give notice to Developer thereof and Developer shall have 60 days from receipt of said
notice to comply with the condition. If the Developer fails to comply within said 60 days, the
Developer shall re-convey the Development Property back to the EDA. If the Developer fails to re-
convey the Development Property to the EDA, the EDA may elect to exercise its right of re-entry by
commencing an action in Hennepin County District Court to establish the breach of the condition
subsequent. If the EDA establishes a breach of the condition subsequent, title to and the right to
possession of the Development Property and title to all improvements located thereon reverts to the
EDA, and the Developer is not entitled to any compensation from the EDA for the value of the
Development Property or any improvements the Developer has made thereto except as provided in
Section 8.4. Notwithstanding anything to the contrary herein, in the event the Development Property
has been replatted as part of other parcels as of the date of the EDA’s exercise of its rights under this
Section, Developer will cooperate with the EDA in obtaining any subdivision necessary to revest in
the EDA title to the applicable portion of the Development Property.
The Developer shall notify the EDA when [installation of site utilities has been completed and
foundation work (in accordance with a permit issued by the City) has commenced] / [construction of
the foundation of the Minimum Improvements has been completed]. The EDA shall, within 7 days
after such notification, inspect the Minimum Improvements in order to determine whether
[installation of site utilities has been completed and foundation work (in accordance with a permit
issued by the City) has commenced] / [construction of the foundation of the Minimum Improvements
has been completed]. If the EDA determines that [installation of site utilities has been completed and
foundation work (in accordance with a permit issued by the City) has commenced] / [construction of
the foundation of the Minimum Improvements has been completed], the EDA shall furnish to the
Developer a Certificate of Release in the form attached as Exhibit B to the Deed. The Certificate of
Release shall conclusively satisfy and terminate the right of reentry of the EDA in the Deed or this
Agreement. The Developer must record the Certificate of Release in the proper County land records
at its expense
Section 8.4. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in
the EDA of title to and/or possession of the Development Property or any part thereof as provided in
Section 8.3, the EDA shall, pursuant to its responsibilities under law, use its best efforts to sell the
Development Property as soon and in such manner as the EDA shall find feasible and consistent with
the objectives of such law to a qualified and responsible party or parties (as determined by the EDA)
who will assume the obligation of completing the Minimum Improvements as shall be satisfactory to
the EDA in accordance with the uses specified in this Agreement or such other uses as shall be
acceptable to the EDA in the EDA’s sole discretion. Upon resale of the Development Property, the
proceeds thereof shall be applied:
(a) First, to reimburse the EDA for all costs and expenses incurred by it, including but not
limited to salaries of personnel, in connection with the recapture, management, and resale of the
Development Property (but less any income derived by the EDA from the property or part thereof in
connection with such management); all taxes, assessments, and water and sewer charges with respect
BR291-433-988358.v1 22
to the Development Property; any payments made or necessary to be made to discharge any
encumbrances or liens existing on the Development Property at the time of revesting of title thereto
in the EDA or to discharge or prevent from attaching or being made any subsequent encumbrances
or liens due to obligations, defaults or acts of Developer, its successors or transferees; any
expenditures made or obligations incurred with respect to the making or completion of the subject
improvements or any part thereof on the Development Property; and any amounts otherwise owing
the EDA by Developer and its successor or transferee, including without limitation costs incurred in
preparation of any plat and survey of the Development Property; and
(b) Second, to reimburse Developer, its successor or transferee, up to the amount equal
to (1) the Purchase Price paid by Developer under Section 3.2 with respect to the Development
Property; plus (2) the amount actually invested by it in making any of the Minimum Improvements
on the Development Property.
Any balance remaining after such reimbursements shall be retained by the EDA as its property.
Section 8.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
EDA or Developer is intended to be exclusive of any other available remedy or remedies, but each
and every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by stat ute. No delay or
omission to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such right and power may be exercised
from time to time and as often as may be deemed expedient. In order to entitle the EDA to exercise
any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may
be required in this Article VIII.
Section 8.6. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the other
party, such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other concurrent, previous or subsequent breach hereunder.
Section 8.7 Attorney Fees. Whenever any Event of Default occurs and if the Authority
employs attorneys or incurs other expenses for the collection of payments due or to become due
or for the enforcement of performance or observance of any obligation or agreement on the part of
the Developer under this Agreement, the Developer shall, within 10 days’ of written demand by
the EDA, pay to the EDA the reasonable fees of such attorneys and such other expenses so incurred
by the EDA.
BR291-433-988358.v1 23
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; EDA Representatives Not Individually Liable. The EDA
and Developer, to the best of their respective knowledge, represent and agree that no member,
official, or employee of the EDA shall have any personal interest, direct or indirect, in the
Agreement, nor shall any such member, official, or employee participate in any decision relating
to the Agreement which affects his personal interests or the interests of any corporation,
partnership, or association in which he is, directly or indirectly, interested. No member, official,
or employee of the EDA shall be personally liable to Developer, or any successor in interest, in
the event of any default or breach by the EDA or for any amount which may become due to
Developer or successor or on any obligations under the terms of the Agreement.
Section 9.2. Equal Employment Opportunity. Developer, for itself and its successors and
assigns, agrees that during the construction of the Minimum Improvements provided for in the
Agreement it will comply with all applicable federal, state and local equal employment and non-
discrimination laws and regulations.
Section 9.3. Restrictions on Use. Developer agrees that until the Termination Date,
Developer, and such successors and assigns, shall devote the Development Property to the
operation of the Minimum Improvements for uses described in the definition of such term in this
Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin
in the sale, lease, or rental or in the use or occupancy of the Development Property or any
improvements erected or to be erected thereon, or any part thereof.
Section 9.4. Provisions Not Merged With Deed. None of the provisions of this Agreement
are intended to or shall be merged by reason of any deed transferring any interest in the
Development Property and any such deed shall not be deemed to affect or impair the provisions
and covenants of this Agreement.
Section 9.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of the Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 9.6. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under the Agreement by any party to the
others shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally; and
(a) in the case of Developer, is addressed to or delivered personally to Developer at
_______________________________; and
(b) in the case of the EDA, is addressed to or delivered personally to the EDA at 6301
Shingle Creek Parkway, Brooklyn Center, MN 55430-2199, Attn: Executive Director.
BR291-433-988358.v1 24
Section 9.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 9.8. Recording. The EDA may record this Agreement and any amendments
thereto with the Hennepin County recorder. Developer shall pay all costs for recording.
Section 9.9. Amendment. This Agreement may be amended only by written agreement
approved by the EDA and Developer.
Section 9.10. EDA Approvals. Unless otherwise specified, any approval required by the
EDA under this Agreement may be given by the EDA Representative.
Section 9.11. Termination. This Agreement terminates on the Termination Date provided
however Sections 3.6, 3.7, 7.3, 8.3 (until satisfied), 8.4 and 8.7, shall survive any rescission,
termination or expiration of this Agreement with respect to or arising out of any event, occurrence or
circumstance existing prior to the date thereof.
Section 9.12. Choice of Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising
out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this
Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or
otherwise.
Section 9.13. Good Faith. Each party shall act in good faith and in a commercially
reasonable manner with respect to any matter contemplated by this Agreement, including, without
limitation, approving or disapproving any request, including any request for approval of plans.
BR291-433-988358.v1 S-1
IN WITNESS WHEREOF, the EDA has caused this Agreement to be duly executed in its
name and behalf and its seal to be hereunto duly affixed and Developer has caused this Agreement
to be duly executed in its name and behalf on or as of the date first above written.
ECONOMIC DEVELOPMENT
AUTHORITY OF BROOKLYN CENTER,
MINNESOTA
By
President
By
Executive Director
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ____ day of ________, 2018
by ______________________, the President of the Economic Development Authority of
Brooklyn Center, Minnesota, a body corporate and politic organized and existing under the
Constitution and laws of the State of Minnesota, on behalf of said Authority.
________________________________
Notary Public
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of __________,
2018 by ______________________, the Executive Director of the Economic Development
Authority of Brooklyn Center, Minnesota, a body corporate and politic organized and existing
under the Constitution and laws of the State of Minnesota, on behalf of said Authority.
________________________________
Notary Public
BR291-433-988358.v1 S-2
JAMBO AFRICA INC.
By
Its
STATE OF MINNESOTA )
) SS.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this __ day of _____________,
2024 by _____________________, the ___________ of JAMBO AFRICA INC., a Minnesota
corporation, on behalf of the corporation.
Notary Public
BR291-433-988358.v1 A-1
EXHIBIT A
DEVELOPMENT PROPERTY
All that certain parcel of land located in the City of Brooklyn Center, County of Hennepin, State
of Minnesota, described as:
Lot 2, Block 1, Topgolf Addition
B-1
BR291-433-988358.v1
EXHIBIT B
FORM OF QUIT CLAIM DEED
(Top 3 inches reserved for recording data)
QUIT CLAIM DEED
DEED TAX DUE: $ DATE:
ECRV: ________________ (month/day/year)
FOR VALUABLE CONSIDERATION, ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER,
MINNESOTA
(insert name of Grantor)
a body corporate and politic under the laws of Minnesota , ("Grantor"),
hereby conveys and quitclaims to
(insert name of Grantee)
Jambo Africa Inc.
a Minnesota corporation under the laws of Minnesota, ("Grantee"),
real property in Hennepin County, Minnesota, legally described as follows:
Lot 2, Block 1, Topgolf Addition
Check here if all or part of the described real property is Registered (Torrens)
together with all hereditaments and appurtenances and subject to the Right of Re-Entry for Breach of Condition
Subsequent in favor of Grantor which is described on Exhibit A.
Check applicable box:
The Seller certifies that the Seller does not
know of any wells on the described property.
A well disclosure certificate accompanies this
document (If electronically filed, insert WDC
number: __________________).
I am familiar with the property described in this
instrument and I certify that the status and
number of wells on the described real property
have not changed since the last previously
filed well disclosure certificate.
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER, MINNESOTA
By:
Its: President
By:
Its: Executive Director
B-2
BR291-433-988358.v1
State of Minnesota, County of HENNEPIN
This instrument was acknowledged before me on , 2024 by ____________________,
as President and ____________________, as Executive Director of the ECONOMIC DEVELOPMENT AUTHORITY
OF BROOKLYN CENTER, MINNESOTA, a body corporate and politic organized and existing under the laws of the
State of Minnesota under the laws of the State of Minnesota, on behalf of the body corporate and politic.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
(insert name and address)
Kennedy & Graven, Chartered (JSB)
470 U.S. Bank Plaza
200 South 6th Street
Minneapolis, MN 55402
TAX STATEMENTS FOR THE REAL PROPERTY
DESCRIBED IN THIS INSTRUMENT SHOULD BE
SENT TO:
(insert name and address of Grantee to whom tax
statements should be sent)
JAMBO AFRICA INC.
Attn: ______________________
__________________________
__________________________
B-3
BR291-433-988358.v1
EXHIBIT A
TO QUIT CLAIM DEED
EXECUTED BY
THE ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER,
MINNESOTA, GRANTOR,
IN FAVOR OF JAMBO AFRICA INC., GRANTEE.
The ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA,
Grantor, is conveying the property described in the attached Quit Claim Deed (the “Property”) to
JAMBO AFRICA INC., Grantee, subject to a right of re-entry for breach of conditions subsequent
in favor of Grantor. The condition subsequent, as set forth in Section 8.3 of that certain Purchase
and Development Agreement between the Grantor and Grantee dated as of November ___, 2024
(the “Purchase and Development Agreement”), is that, barring any Unavoidable Delays, Grantee
shall have commenced on the Property, not later than 12 months after the date of the attached Quit
Claim Deed, construction of the Minimum Improvements in accordance with Section 4.3 thereof.
Construction of the Minimum Improvements is deemed to be commenced upon [installation of site
utilities and commencement foundation work (in accordance with a permit issued by the City)] /
[completion of the foundation of the Minimum Improvements]. If Grantee breaches the condition
subsequent, Grantee shall re-convey the Development Property back to Grantor. If Grantee fails
to re-convey the Development Property to the Grantor, Grantor 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 Grantor establishes a breach of the condition subsequent, title to and the
right to possession the Development Property, and title to all improvements located thereon reverts
to Grantor, and Grantee is not entitled to any compensation from Grantor for the value of any
improvements Grantee has made to the Development Property.
The Certificate of Completion issued under the Purchase and Development Agreement shall
conclusively satisfy and terminate the right of re-entry of the Grantor in this Quit Claim Deed or
pursuant to the Purchase and Development Agreement.
BR291-433-988358.v1 B-4
EXHIBIT B
TO QUIT CLAIM DEED
EXECUTED BY
THE ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER,
MINNESOTA, GRANTOR,
IN FAVOR OF JAMBO AFRICA INC., GRANTEE.
CERTIFICATE OF RELEASE AND SATISFACTION
1. Recitals.
Recital One. Jambo Africa Inc., a Minnesota corporation (the “Developer”) is the
owner of the real property in Hennepin County, Minnesota, legally described as Lot 2,
Block 1, Topgolf Addition (the “Development Property”).
Recital Two. The Developer acquired title to the Development Property from the
Economic Development Authority of Brooklyn Center, Minnesota (the “EDA”) pursuant
to a deed dated __________ ___, 2024 and recorded in the office of the Hennepin County
Recorder on ________ as Document No. ____________ and the Registrar of Titles of
Hennepin County, Minnesota as Document No. ____________ (the “Deed”).
Recital Three. The Deed includes a right of re-entry for breach of a Condition
Subsequent (as defined in Exhibit B of the Deed) in favor of the EDA (the “Right of Re-
entry”).
Recital Four. The EDA and the Developer are parties to a Purchase and
Development Assistance Agreement dated November __, 2024 (the “Agreement”).
Recital Five. Pursuant to Section 8.3 of the Agreement, the Developer is obligated
to [install site utilities and commence foundation work (in accordance with a permit issued by
the City)] / [complete construction of the foundation of the Minimum Improvements (as
defined in the Agreement)] on the Development Property in accordance with an approved
site plan by the date 12 months from the date of the Deed.
Recital Six. The EDA’s Right of Re-entry would be triggered by the Developer’s
failure to complete, or cause to be completed[installation of site utilities and commenced
foundation work (in accordance with a permit issued by the City)] / [construction of the
foundation of the Minimum Improvements] by the date 12 months from the date of the Deed.
Recital Seven. The Developer has represented to the EDA that the Developer has
timely completed [installation of site utilities and commenced foundation work (in
accordance with a permit issued by the City)] / [construction of the foundation of the
Minimum Improvements] as required under the Agreement, and has requested this
Certificate of Release and Satisfaction from the EDA.
Certificate of Release and Satisfaction. The EDA hereby agrees and certifies that the
Developer has satisfied its obligations with respect to completing [installation of site utilities and
BR291-433-988358.v1 B-5
commencement foundation work (in accordance with a permit issued by the City)] / [completion
of the foundation of the Minimum Improvements]. The EDA further acknowledges and agrees
that the Development Property is hereby released from the Right of Re-Entry.
BR291-433-988358.v1 B-6
IN WITNESS WHEREOF, the EDA has caused this certificate to be duly executed on its
behalf this ____ day of _______________, 20__.
ECONOMIC DEVELOPMENT AUTHORITY
OF BROOKLYN CENTER, MINNESOTA
By
Its President
And
By
Its Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me on this ____ day of
_____________, 20__ by ___________________, as President of the ECONOMIC
DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a body corporate
and politic organized and existing under the laws of the State of Minnesota under the laws of the
State of Minnesota, on behalf of the body corporate and politic.
_______________________________________
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me on this ____ day of
_____________, 20__ by ___________________, as Executive Director of the ECONOMIC
DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a body corporate
and politic organized and existing under the laws of the State of Minnesota under the laws of the
State of Minnesota, on behalf of the body corporate and politic.
_______________________________________
Notary Public
DRAFTED BY:
Kennedy & Graven, Chartered
150 S 5th St Ste 700
Minneapolis, MN 55402-1299
Telephone: (612) 337-9300
BR291-433-988358.v1 C-1
EXHIBIT C
CERTIFICATE OF COMPLETION
WHEREAS, the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN
CENTER, MINNESOTA (the “EDA”), and Jambo Africa Inc., a Minnesota corporation (the
“Developer”), have executed a Purchase and Development Contract, dated as of November __,
2024 (the “Development Agreement”), with respect to the completion by the Developer of certain
improvements (the “Minimum Improvements”), more specifically described in the Development
Agreement; and
WHEREAS, the Developer has performed its obligations under the Development
Agreement to substantially complete the Minimum Improvements in a manner deemed sufficient
by the EDA to permit the execution of this certificate pursuant to Section 4.4 of the Development
Agreement:
NOW, THEREFORE, this is to certify that the construction of the Minimum Improvements
has been completed on the Development Property in substantial conformance with the terms of the
Development Agreement.
ECONOMIC DEVELOPMENT AUTHORITY
OF BROOKLYN CENTER, MINNESOTA
By ____________________________________
Its _________________________________
Dated: ____________, 20___
NOTICE OF PUBLIC HEARING Brook...
NOTICE OF PUBLIC HEARING
Brooklyn Center
Economic Development Authority
City of Brooklyn Center, Minnesota
NOTICE IS HEREBY GIVEN that the Board of Commissioners of the Economic Development Authority of Brooklyn Center, Minnesota (the "EDA")
will meet at City Hall located at 6301 Shingle Creek Pkwy, Brooklyn Center, Minnesota (the "City") at or a er 7:00 p.m. on Monday, November
25 2024, or soon therea er to consider the sale of EDA owned land located at 6500 Camden Avenue North and legally described as Lot 2, Block
1, Topgolf Addition (the "Property") to Jambo Africa Inc.
The EDA will meet a er the public hearing to determine if the sale is advisable. The conveyance of the Property for a discounted purchase
price is a business subsidy under Minnesota Statutes, Sections 116J.993 through 116J.995 (the "Business Subsidy Law") in the amount of the
discount below the fair market value of the Property. A copy of the terms and conditions of the sale and information about the business
subsidy, including a summary of the terms of the subsidy, is available for public inspection at City Hall during regular business hours at least
10 days prior to the public hearing. A er the public hearing, if the creation or retention of jobs is determined not to be a goal, the wage and job
goals may be set at zero in accordance with the Business Subsidy Law.
At the time and place fixed for the public hearing, the EDA will give all persons who appear an opportunity to express their views with respect
to the proposal. In addition, interested persons may file written comments respecting the proposal with the EDA Executive Director at or prior
to the hearing.. A person with residence in or the owner of taxable property in the City of Brooklyn Center may file a written complaint with the
EDA if the EDA fails to comply with the Business Subsidy Law, and no action may be filed against the EDA for the failure to comply unless a
written complaint is filed.
BY ORDER OF THE BOARD OF COMMISSIONERS
Posted Online 3 days ago
11/18/24, 12:01 PM Minnesota Star Tribune | Public Notices | NOTICE OF PUBLIC HEARING Brook... | Minneapolis, St. Paul and Minnesota
https://classifieds.startribune.com/mn/public-notices/notice-of-public-hearing-brook/AC1E04901b2dc1D6D6U9aa298C36 1/1
152
PARKING
SPACES
BUILDING SUMMARY
OCCUPANCY TYPE: A-2
OCCUPANCY LOAD: 330
GROSS FLOOR AREA: 5,120 SF (MAIN)
1,042 SF (MEZZANINE)
BUILDING HEIGHT: 30’-0”
JAMBO AFRICA
RESTAURANT N BAR
JAMBO AFRICA
RESTAURANT N BAR
M
E
Z
Z
A
N
I
N
E
:
1
0
4
2
S
F
P
A
T
I
O
:
1
2
5
6
S
F
DI
N
I
N
G
:
2
5
7
7
S
F
KI
T
C
H
E
N
:
1
3
0
0
S
F
S
U
P
P
O
R
T
:
4
0
0
S
F
RES
T
R
O
O
M
S
:
4
0
0
S
F
Jambo Africa Project Narrative
Background
Simone Chambliss opened Jambo Africa in 2011 as a response to a need for more cultural locations in
Brooklyn Center. Her vision was to have an international space that would welcome people from all over
the world to Brooklyn Center. Her experience in the world market in Abidjan was her main
inspiration, she wanted to bring the unity that she saw there to Brooklyn Center. Jambo Africa started
under the name The Global Kitchen and served Mexican and Liberian food. Simone's dream was to use
food to bring people together while getting a taste of their own culture. For the past 13 years Jambo
Africa has been operating successfully in Brooklyn Center and has a great track record of paying their
bills on time , partnering with the police and engaging with the community. Jambo Africa has become a
home away from home for many international residents of the Twin Cities.
Business Overview
Jambo Africa is designed to be a cultural hub for the West African community in Brooklyn Center and a
gateway for others to experience African culture through food, music, and entertainment. As a small
family business born and grown in Brooklyn Center, we have faced and overcome the trials and
tribulations of our surroundings and location. Through perseverance and dedication, we have managed
not only to sustain but also to thrive and outgrow our current building. Our success is a testament to the
support of our community and our commitment to providing an authentic and vibrant cultural
experience.
Operational Continuity
We are committed to maintaining uninterrupted service throughout the transition to our new venue.
With the ongoing construction on 252, strategic plans are in place to ensure safe and convenient access
to our current location. Additionally, the existing venue will remain fully operational while the new site is
under development, ensuring continuous service for our patrons.
Vision and Operation
Jambo Africa will function full-time as a restaurant and bar, akin to a cultural version of popular sports
bars, but with a unique African twist. Patrons can enjoy watching sports, dining on authentic African
cuisine, and dancing to vibrant music in a culturally immersive environment.
The upcoming light rail expansion will further enhance our accessibility and customer base by drawing in
visitors from Minneapolis and beyond.
Operating Hours:
• Monday: CLOSED
• Tuesday - Thursday: 11:00 AM - 12:00 AM
• Friday - Sunday: 11:00 AM - 2:00 AM
•
Expansion
• Jambo Africa has grown exponentially since the pandemic and the current space is not
large enough to meet the needs of the customers. The proposed expansion would
double our current size and allow us to be more of a destination location and not just a
restaurant and bar. The new venue will feature versatile spaces to accommodate a
range of events and activities:
The new venue will feature versatile spaces to accommodate a range of events and activities:
• Main Floor: The main floor will be a single-level, 10,000-square-foot space designed to
accommodate the versatile range of events we host throughout the week. From dining tables set
up for dinner service to creating an intimate atmosphere for spoken word performances, the
main floor is intended to be a dynamic, adaptable area that supports a variety of experiences.
• Mezzanine Level: This exclusive area will offer VIP seating and a VIP bar, providing an elevated
experience overlooking the main dining area. It will also include storage and office space.
• Patio Area: The patio will be a designated outdoor smoking space that serves as a buffer from
the surrounding streets. This area will allow patrons to smoke outside the main building,
complying with indoor smoke regulations.
• Food and Delivery Services: We will continue to collaborate with third-party delivery services
and offer a dedicated pick-up window to facilitate seamless service for take-out orders.
Security and Safety
To ensure a safe environment for all patrons and staff, we are enhancing our security measures:
• Increasing our security staff to manage both indoor and outdoor areas effectively.
• Installing a comprehensive CCTV surveillance system to monitor all parts of the venue.
• Collaborating with local law enforcement by sharing surveillance footage to support community
safety efforts.
Community Impact
Jambo Africa is more than just a restaurant; it’s a cultural landmark aimed at enriching the community
through diverse offerings in cuisine, music, and entertainment. We are committed to being a responsible
community partner, addressing potential concerns proactively and working closely with local authorities
to ensure our presence benefits the entire neighborhood.
Development Team
AWC Holdings LLC a BIPOC family owned business, started by Simone and her son Adrian Virges, will
serve as the Owner/Developer for the expansion of Jambo Africa.
Edmond Borborh Marketing and promotions/COO
Adrian Virges will serve as the General Manager/CFO
Favored Homes LLC, a BIPOC owned General Contractor will be managing the expansion construction.
Mark Siegel of Siegel Brill P.A. Attorneys at Law will serve as legal counsel.