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HomeMy WebLinkAbout2007 01-22 EDAP EDA MEETING City of Brooklyn Center January 22, 2007 AGENDA 1. Call to Order —The EDA requests that attendees turn off cell phones and pagers during the meeting. A copy of the full City Council packet, including EDA (Economic Development Authority), is available to the public. The packet ring binder is located at the front of the Council Chambers by the Secretary. 2. Roll Call 3. Approval of Agenda and Consent Agenda —The following items are considered to be routine by the Economic Development Authority (EDA) and will be enacted by one motion. There will be no separate discussion of these items unless a Commissioner so requests, in which event the item will be removed from the consent agenda and considered at the end of Commission Consideration Items. a. Approval of Minutes 1. January 8, 2007 Regular Session 4. Commission Consideration Items a. Resolution Authorizing the Acquisition of Real Property for Redevelopment within T� Increment District No. 3 •Requested Commission Action: —Motion to adopt resolution. 5. Adjournment i MINUTES OF THE PROCEEDINGS OF THE I ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER 1N THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION JANUARY 8, 2007 CITY HALL COUNCIL CHAMBERS 1. CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Regular Session and was called to order by President Tim Willson at 8:38 p.m. 2. ROLL CALL President Tim Willson and Commissioners Kay Lasman, Mary O'Connor, Dan Ryan, and Mark Yelich. Also present were Executive Director/City Manager Curt Boganey, Public Works Director/City Engineer Todd Blomstrom, Planning and Zoning Specialist Ron Warren, City Attorney Charlie LeFevere, and City Clerk Sharon Knutson. 3. APPROVAL OF AGENDA AND CONSENT AGENDA Commissioner Lasman moved and Co nd mmissioner R an seconded a roval of the A e a and Y PP g Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINiJTES l. December 11, 2006 Regular Session Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEM 4a. RESOLUTION NO. 2007-01 ELECTING OFFICERS FOR THE ECONOMIG DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER Executive Director/City Manager Curt Boganey explained that the bylaws of the Brooklyn Center Economic Development Authority state that the EDA officers shall be elected at the annual meeting. Commissioner O'Connor inquired if the same person could hold more than one office. City Attorney Charlie LeFevere responded that Minnesota Statutes provide that the office of President and Vice President cannot be held by the same person. O l/08/07 -1- DRAFT Commissioner Lasman moved and Commissioner Ryan seconded adoption of RESOLUTION NO. 2007-01 Electing Officers for the Economic Development Authority in and for the City of Brooklyn Center. Motion passed unanimously. 5. ADJOURNMENT Commissioner Lasman moved and Commissioner Ryan seconded adjournment of the Economic Development Authority meeting at 8:41 p.m. Motion passed unanimously. President O1/08/07 -2- DRAFT MEMORANDUM TO: Curt Boganey, City Manager FROM: Brad Hoffman, Community Development Director DATE: January 18, 2007 SUBJECT: Days Inn. The Economic Development Authority (EDA) will have a resolution before them Monday evening authorizing and approving a purchase agreement for the Days Inn, 1501 Freeway Boulevard in the amount of $3,900,000.00. At the November 11, 2006 study session, staff was directed to bring a purchase agreement in the agreed upon amount for EDA approval. Mr. Peter Vang, the owner, had originally approached the EDA in August, with an offer to sell the property in the amount of $4,750,000.00. Staff, following a presentation to the EDA Board was directed to obtain an appraisal of the property. Mr. Patrick Riley of Riley Real Estate, Inc was engaged and established an "as is" market value of $3,850,000. Staff was further directed to entered into negotiations with Mr. Peter Vang to establish an agreed upon purchase price. As we entered our discussions with Mr. Vang it became apparent that the EDA would encounter unknown relocation obligations that had not been anticipated. The relocation issue has since been reviewed by our relocation consultant and a budget to cover relocation expenses has been established in the amount of $72,000. Under the terms of the agreement that amount will be put in escrow for EDA use in relocating six (6) identified eligible claimants. Any additional relocation benefits to those six (6) individuals would then become the responsibility of the EDA. An additional $18,000 will be escrowed by the current owner to pay any claims from an addition nine (9) individuals who have moved without a forwarding address that may have a legitimate claim. Mr. Vang will be responsible for all costs associated with them. As a matter of process, the nine (9) individuals will be given notice of ineligibility at their last known address, the Days Inn. Each of them would have sixty (60) days in which to file an appeal of their determination of ineligibility. If the nine (9) individuals do not file an appeal within the sixty (60) day period, they will lose all claims they may have had to relocation benefits. Having had the opportunity to review the relocation issue in greater depth, staff feels that the urchase agreement as currently written provides an adequate P budget to address the issue and that the risk (cost) to the EDA is minimal. The I Days Inn is located with the boundaries of TIF District 3. The purchase of this property will be funded with tax increment bond finance funds. The EDA has previously issued approximately $17,500,000 in bonding to fund tax increment projects including land acquisition within TIF District 3. Currently, the EDA has approximately $8,817,000 in bond proceeds ieft. With the acquisition of the Days Inn and demolition of the Days Inn, the Olive Garden and the Cracker Barrel approximately $4,400,000 in bond monies will remain. In addition, the EDA has about $10,779,000 in TIF District 3 monies of which there exists a statutory obligation of an estimated $6,800,000 for affordable housing projects. With the urchase of the Da s Inn the EDA will have approximately 13.5 acres of vacant p Y staffs land available for development along the 694 corridor. It is recommendation that the EDA approve the purchase of the Days Inn. Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION AUTHORIZING THE ACQUISITION OF REAL PROPERTY FOR REDEVELOPMENT WITHIN TAX INCREMENT DISTRICT NO. 3 WHEREAS, the Brooklyn Center Economic Development Authority EDA a body i c orate and olitic or anized and existin under the laws of the State of Minnesota, is auth orized �iP P g g redevelo ment activities ursuant to Minn. Sta.t. 469.090 to t en a e in develo ment and o p gg P P 469.018 and related statutes; and WHEREAS, there has been duly adopted and is now in legal effect a Modified Redevelopment Plan for Housing Development and Redevelopment Project No. 1, which was initially adopted by the Brooklyn Center Housing and Redevelopment Authority and the Brooklyn Center City Council on July 22, 1985, which initial plan has been subsequently modified and amended by various resolutions; and WHEREAS, the EDA has become concerned about the present status of property located at 1501 Freeway Boulevard, which property includes the former Days Inn Hotel (the "Site"); and WHEREAS, it is the intent of the EDA to assure a continued use of the Site that will continue or increase its current value and prevent any deterioration or blighting influence the Site may have on surrounding properties; and WHEREAS, the owner of the Site has executed a purchase agreement for the Site in favor of the Brooklyn Center EDA in the amount of $3,900,000, the terms of which the EDA has determined to be fair and reasonable; and NOW THEREFORE, BE IT RESOLVED, by the Economic Development Authority in and for the City of Brooklyn Center that the acquisition of the Site is hereby authorized. BE IT FURTHER RESOLVED that the Executive Director of the EDA is authorized to execute a purchase agreement with the owner of the Site in the amount of $3,900,000 with such technical changes to the agreement as may be recommended by the City's Attorney. Januarv 22, 2007 Date President The motion for the adoption of the foregoing resolution was duly seconded by commissioner thereon the followin voted in favor thereof: and u on vote bein taken g P g and the following voted against the same: whereupon said resolution was declared duly passed and adopted. PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement ("Purchase Agreement") is entered into this day of 2006, by and between INVESTMENT PROPERTIES OF BROOKLYN CENTER, LLC, a limited liability company in the State of Minnesota ("Seller") and the ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER, a public body corporate and politic under the laws of Minnesota ("Buyer"). 2. SUBJECT PROPERTY. Seller is the owner of that certain real estate (the "Property") located at 1501 Freeway Boulevard, Brooklyn Center, Hennepin County, Minnesota and legally described as follows: Tract A, Registered Land Survey No. 1477, Hennepin County, Minnesota ("Property"). The sale contemplated by this Agreement includes the following personal property: None. 3. OFFER/ACCEPTANCE. In consideration of the mutual agreements herein contained, Buyer offers and agrees to purchase and Seller agrees to sell and hereby grants to Buyer the exclusive right to purchase the Property and a11 improvements and fi�ctures thereon, together with all appurtenances. 4. PURCHASE PRICE AND TERMS: A. PURCHA,SE PRICE. The total Purchase Price ("Purchase Price") for the Property is Three Million Nine Hundred Thousand and No/100ths Dollars ($3,900,000.00). S. TERMS: (1) EARNEST MONEY. The sum of Fifty Thousand Dollars ($50,000.00) Earnest Money ("Earnest Money") sha11 be paid by Buyer to the Seller, the receipt of which is hereby acknowledged. (2) BALANCE DiJE SELLER. Buyer agrees to pay by check on the Closing Date any remaining Balance Due according to the terms of this Purchase Agreement. (3) DEED/MARI�ETABLE TITLE. Subject to performance by Buyer, Seller agrees to execute and deliver a Warranty Deed conveying marketable title to the Property to Buyer, subject only to the following exceptions: a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if 301555v7 SJS BR305-80 c. Public utility and drainage easements of record. d. Title defects waived by Buyer pursuant to paragraph 9 below. (4) DOCIJMENTS TO BE DELIVERED AT CLOSING. In addition to the Warranty Deed required at paragraph 4B(3) above, Seller shall deliver to Buyer: a. Standard form Affidavit of Seller. b. Certificate that Seller is not a foreign national. c. Well disclosure certificate, if required, or, if there is no well on the Property, the Warranty Deed must include the following statement: "The Seller certifies that the Seller does not know of any wells on the described real properiy." d. Escrow agreement as required by paragraph 19 below. e. Such other documents as may be reasonably required by Buyer's title examiner or title insurance company. S. CONTINGENCIES. Buyer's obligation to purchase the Property is contingent upon the following: A. Buyer's determination of marketable title pursuant to paragrcaph 9 of this Purchase Agreement: and B. Approval of this Purchase Agreement by the board of the Economic Development Authority in and for the City of Brooklyn Center by 2007. Buyer shall have until 2007 to remove the contingency at subparagraph A above. The contingency at subparagraph SA above is solely for the benefit of the Buyer and may be waived by the Buyer. The contingency at SB above may not be waived by either party. If the contingencies are duly satisfied in a timely manner or waived, then the Buyer and Seller shall proceed to close the transaction as contemplated herein. If, however, one or more of the contingencies is not satisfied, or is not satisfied on time, and is not waived, this Purchase Agreement shall thereupon be void, at the option of the Buyer. Seller shall then return the Earnest Money to Buyer and Buyer and Seller shall execute and deliver to each other the termination of this Purchase Agreement. As a contingent purchase agreement, the termination of this Purchase Agreement is not required pursuant to Minnesota Statutes Section 559.21, et seg. 6. CLOSING DATE. The ciosing on the sale of the Property shall take place on the later of (a) 65 days after the Buyer has provided relocation notices and eligibility or ineligibility notices to current and former occupants in accordance with section 19 below or (b) five days after Buyer a 301555v7 SJS BR305-80 notifies Seller that the Property is vacant and unoccupied, and Seller has confirmed that fact by inspections. The closing shall take place at a location mutually agreed upon by the parties. In no event shatl the closing take place after 2007. 7. REAL ESTATE TAXES. A. Seller sha11 pay on or prior to the Closing Date a11 real estate ta��es due and payable in 2006 and prior years on the Property, including any delinquent real estate ta�es. B. Buyer sha11 pay all real estate taxes due and payable in 2007 and thereafter on the Property. 8. SPECIAL ASSESSMENTS. A. Seller shall pay on or prior to the Closing Date the balance of all special assessments levied prior to the Closing Date, including assessments certified for payment with 2007 real estate taxes. B. Seller shall provide on or prior to the Closing Date for the payment of a11 special assessments pending as of the date of this Purchase Agreement by escrowing an amount equal to one and one-half times the estimated amount of said special assessments. C. Seller shall pay any deferred real estate taxes or special assessments, payment of which is required as a result of closing of this sa1e. D. As of the date of this Purchase Agreement, Seller has not received a notice of hearing for a new public improvement project from any governmental assessing authority, the costs of which project may be assessed against the Properly. If a notice of a pending special assessment is issued after the date of this Purchase Agreement and on or before the Closing Date, Buyer shall assume payment of any such special assessment and Seller shall provide for payment on the Closing Date of any such special assessment. E. Notwithstanding any other provisions of this Purchase Agreement, Seller shall at all times be responsible to pay special assessments, if any, for delinquent sewer or water bills, removal of diseased trees, snow removal, or other current services provided to the Property by the assessing authority while the Seller is in possession of the Properly. 9. MARKETABILI'TY OF TITLE. The Buyer sha11, at its expense and within a reasonable time after Seller's acceptance of this Purchase Agreement, obtain a commitment for title insurance ("Commitment") for the Property. The Buyer shall be allowed until the earlier of ten (10) business days after receipt of the Commitment or December 31, 2006 to examine title and make objections, which sha11 be made in writing or deemed waived. Seller shall ha�e until the Closing Date (or such later date as the parties may agree upon) to make title marketable, at the Seller's cost. In the event 3 301555v7 SJS BR305-80 that title to the Property cannot be made marketable or is not made marketable by the Seller by the Closing Date, Buyer may terminate this Agreement as provided in paragraph 5 above or Buyer may exercise any other remedy available to it under law or equity. 10. CLOSING COSTS AND RELATED ITEMS. The Seller shall be responsible for the following costs: (1) the cost of a registered property abstract; (2) deed transfer taxes and conservation fees required to be paid in connection with the warranty deed to be given by the Seller; (3) recording fees and conservation fees for all instruments required to establish marketable title in Seller; and (4) one-half of any closing fee charged in connection with this transaction. Buyer sha11 be responsible for the payment of the following costs: (1) recording fee for the warranty deed to be given by the Seller; (2) one-half of any closing fee; (3) title insurance premium, if any. Each party shall be responsible for its own attorneys' fees and costs. 11. POSSESSION/CONDITION OF PROPERTY. Seller sha11 deliver possession of the Property to Buyer on the Closing Date. Seller sha11 remove a11 personal property not included in this sale from the Property prior to the Closing Date. Any furniture, fixtures, equipment or other personal property remaining at the Property as of the Closing Date shall be deemed the property of Buyer and shall be conveyed to Buyer via bill of sale at Closing and may be used by Buyer or disposed of by Buyer as Buyer sees fit. Buyer and Seller will conduct a joint inspection of the Property at a time to be mutually agreed upon prior to Closing for the purpose of identifying personal property that must be removed by Seller. 12. OPERATION OF PREMISES UNTIL CLOSING. Seller covenants and agrees that, from and after the execution date of this Purchase Agreement through and including the Closing Date, Seller shall not (a) enter into any new or modify any existing contract, or other material obligation with respect to the Property which will survive closing hereunder, without prior written consent of Buyer; (b) take any action which will or may adversely affect the title to the Property; (c) commit any act which will violate any term or provision of any lease or contract affecting the Property or any federal or state law, ordinance, or regulation which is or may be applicable to the Property; (d) commit any waste or nuisance on the Property, or (e) permit any lien to be placed against the Property which will survive closing hereunder. Seller affirmatively covenants and agrees that, from and after the date of this Agreement, Seller will provide each occupant of the Property with a notice substantially in the form of the attached Exhibit 13. REMOVAL OF HAZARDOUS MATERIALS. Seller, prior to vacation of the Property, shall remove a11 substances which, under state or federal law, must be disposed of at an approved disposal facility. This requirement does not apply to hazardous substances integrated into the building improvements (e.g., asbestos) or soil but applies only to movable equipment, supplies and materials that are located or stored on the Property. Buyer and Seller will conduct a joint inspection of the Property at a time to be mutually agreed upon prior to Closing for the purpose of identifying materials that must be removed by Seller. 14. DISCLOSURE; INDIVIDUAL SEWAGE TREATMENT SYSTEM. Seller discloses that there is not an individual sewage treatment system on or serving the Property. 15. FRANCHISE TERMINATION. Seller has a franchise agreement to operate a Days Inn 4 301555v7 SJS BR305-80 hotel on the Property. Buyer intends to redeveiop the Property and demolish the existing improvements on the Property. Seller is responsible for ternunating the existing franchise agreement and sha11 be solely responsible for any franchise termination fees. 16. SELLER'S WARRANTIES. The Property will be conveyed and transferred to Buyer "as is, where is, and with a11 faults," if any, and, except as expressly set forth in this Purchase Agreement, Seller does not warrant as to the merchantability, quantity, quality, condition, suitability or fitness of the Property for any purpose whatsoever and will be under no obligation whatsoever to undertake any repairs, alterations or other work of any kind with respect to any portion of the Properry. Seller wartants that there has been no labor or materials furnished to the Property for which payment has not been made. Seller warrants that it has the present full authority and power to execute this Purchase Agreement and to close the sale of the Property. These warranties sha11 survive closing of this transaction. 17. CONDEMNATION. Seller warrants that there is no pending or, to the best of Seller's knowledge and belief, threatened condemnation or similar proceedings affecting the Property. In the event any condemnation or eminent domain proceeding shall be commenced at any time prior to the Closing Date, which proceeding results or may result in a taking of all or any of the Property, then either party, at its option, may elect either to terminate this Agreement, and receive a full refund of the Earnest Money, plus all interest accrued thereon, whereupon the parties shall have no further obligations under this Purchase Agreement. The party initiating termination must notify the other party in writing within ten (10) business days of the party's receipt of notice of any condemnation ar eminent domain proceeding with respect to the Property. Seller will promptly notify Buyer if Seller receives notice of any condemnation proceeding. If neither party elects to terminate this Agreement, the parties shall close on the sale, without diminution of the Purchase Price; provided, however, that Seller shall assign any condemnation or eminent domain award to Buyer. 18. RISK OF LOSS. The risk of loss or damage to the Property prior to Closing shall be allocated among the parties as provided under this paragraph. If, prior to Closing any portion of the Property is damaged due to causes for which insurance coverage is available, the parties shall proceed to closing as provided under this Agreement and Seller shall assign all insurance roceeds to Bu er. Seller re resents that Seller has the following insurance coverage for the P Y P ce covera e in force until Closing: $14,900,000 Property and that Seller will maintain the insuran g ualt insurance. If no insurance coverage is available, then Buyer may, at its sole option, cas y terminate this Agreement by giving notice of termination to Seller within 15 days after Buyer receives notice of the damage. Notwithstanding anything else in this paragraph, if the Property is damaged due to the negligent or intentional acts of Buyer, its agents, contractors or employees, then Seller may terminate this Agreement by giving notice of termination to Buyer within 15 days after Seller discovers the damage. If either party terminates this Agreement under this Paragraph, Seller shall promptly return the Earnest Money to Buyer, the parties shall execute a termination of purchase agreement, and the parties thereafter shall have no further rights, liabilities, or obligations under this Agreement. 5 301555v7 SJS BR305-80 19. RELOCATION BENEFITS. Seller acknowledges that this transaction is not made under threat of condemnation by Buyer. Seller further acknowledges that Seller requested that Buyer purchase the Property through negotiation prior to the Buyer indicating any intention to acqlure the Property; and Seller waives its right to relocation benefits pursuant to the waiver agreement attached to this Purchase Agreement. With respect to relocation benefits payable to occupants of the Property, the parties agree as follows: a. Seller has provided Buyer with information concerning seven current occupants of the Properiy who may be eligible for relocation benefits. Buyer's estimate of relocation payments and relocation consultant fees related to those seven occupants is $72,000.00. Within two days following approval of this Agreement by Buyer's governing body, Buyer will send notices of relocation eligibility to those occupants. At closing, Seller will escrow from the purchase price the sum of $72,000:00 for reimbursement to Buyer of Buyer's actual costs for relocation payments and consultant fees with respect to those seven occupants. The remaining balance, if any, of escrowed funds will be released to Seller six months after closing or on such earlier date as Buyer notifies the escrow agent that a11 relocation claims ha�e been paid. To the extent that the escrowed funds are insufficient to cover relocation payments and consultant fees related to the seven occupants, the Buyer will be responsible for those costs, and Seller will have no further responsibility to Buyer. b. Seller has provided Buyer with information concerning nine former occupants who were occupants of the Property but who moved from the Property after notification of Buyer's potential purchase of the Property. Within two days following approval of this Agreement by Buyer's governing body, Buyer will send notices of relocation ineligibility to the last known addresses of those former occupants. Seller agrees to provide Buyer with a11 information within Seller's control concerning last known addresses of the former occupants. At closing, Seller will escrow from the purchase price the sum of $8,000.00 for each of the former occupants who, prior to closing, has filed a timely appeal with Buyer concerning the notice of ineligibility. The Seller will escrow from the purchase price the additional sum of $2,000.00 for each of the former occupants who, prior to closing, has not filed a timely appeal. The escrowed fixnds will be used to reimburse Buyer for its actual costs for relocation payments and legal and consultant fees with respect to the nine former occupants. The remaining balance, if any, of the escrowed funds will be released to Seller six months after closing or on such earlier date as Buyer notifies the escrow agent that the funds may be released. To the extent that the escrowed funds are insufficient to cover Buyer's costs with respect to the nine former occupants, the Seller will be responsible for those costs. Seller agrees to reimburse Buyer for those costs within 30 days after notice by Buyer. The Seller's obligations under this paragraph shall survive for a period of one year following closing. c. Seller warrants and represents that Seller is not aware of any persons, other than those previously disclosed to Buyer, who may be entitled to relocation benefits. Seller agrees to indemnify Buyer against any claims for relocation benefits made by any person other than the 16 persons referenced in the above subparagraphs a. 6 301555v7 SJS BR305-80 and b. of this paragraph, including without limitation relocation benefits determined to be owed to any such claimant and attorney and consultant fees incurred by Buyer related to the determination of relocation benefits to be paid. Buyer will promptly notify Seller of any claims received by Buyer, prior to Buyer processing such claims. No funds will be escrowed at closing, but Seller will remit payment to Buyer within 30 days after presentation of Buyer's invoice to Seller. Seller's obligations under this paragraph shall survive for a period of one year following closing. 20. BROKER COMMISSIONS. The Buyer represents and warrants to Seller that Buyer that there is no broker involved in this transaction with whom Buyer has negotiated or to whom Buyer has agreed to pay a broker commission or fmder's fee in connection with negotiations for purchase of the Properly. Seller discloses that Seller has engaged Lynn Hauger of Growth Resource Partners, LLC as broker in connection with negotiations for the sale of the Property, and Seller shall be responsible for paying the brokerage commission or fmders' fees of the broker. 21. LODGING TAXES. Seller must pay all lodging taxes, including applicable late fees, due to the City of Brooklyn Center at or prior to closing. 22, NO MERGER OF REPRESENTATIONS, WARRANTIES. All representations and warranties contained in this Purchase Agreement shall not be merged into any instruments or conveyance delivered at Closing and the parties shall be bound accordingly. 23. ENTIRE AGREEMENT; AMENDMENTS. This Purchase Agreement constitutes the entire agreement between the parties, and no other agreement prior to this Purchase Agreement or contemporaneous herewith sha11 be effective except as expressly set forth or incorporated herein. Any purported amendment shall not be effective unless it shall be set forth in writing and executed by both parties or their respective successors or assigns. 24, BINDING EFFECT; ASSIGNMENT. This Purchase Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns. Buyer sha11 not assign its rights and interest hereunder without notice to Seller. 25. NOTICE. Any notice, demand, request or other communication which may ar sha11 be given or served by the parties sha11 be deemed to have been given or served on the date the same is deposited in the United States Mail, registered or certified, postage prepaid and addressed as follows: A. If to Seller: Investment Properties of Brooklyn Center, LLC Aitn: Peter Vang 1501 Freeway Boulevard Brooklyn Center, MN 55430 B. If to Buyer: Brooklyn Center Economic Development Authority Attn: Brad Hoffinan 6301 Shingle Creek Parkway 301555v7 SJS BR305-80 Brooklyn Center, MN 55430 I 26. SPECIFIC PERFORMANCE. This Purchase Agreement may be specifically enforced by flie parties, provided that any action for specific enforcement is brought within six months after the date of the alleged breach. This paragraph is not intended to create an exclusive remedy for breach of this Purchase Agreement; the parties reserve a11 other remedies available at law or in equiiy. IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of the date written above. s 301555v7 SJS BR305-80 SELLER INVESTMENT PROPERTIES OF BROOKLYN CENTER, LLC By: Its: BUYER ECONOMIC DEVELOPMENT AU THORITY IN AN D FOR THE CITY OF BROOKLYN CENTER By: Its: President By: Its: Executive Directar 9 301555v7 SJS BR305-80 WAIVER OF RELOCATION BENEFITS I, the undersigned, am an authorized officer of Investment Properties of Minnesota, LLC, a limited liability company under the laws of Minnesota, and execute this waiver on behalf of said Investment Properties of Minnesota, LLC ("Owner"). Owner is the fee owner of the real property at 1501 Freeway Boulevard in Brooklyn Center, Minnesota (the "Property") and has agreed to sell the Properly to the Economic Development Authority in and for the City of Brooklyn Center (the "EDA"). On behalf of Owner, I represent and warrant that, prior to the EDA indicating that it intended to acquire the Property, the Owner requested that the EDA negotiate with Owner for the sale and purchase of the Property. In addition, prior to the EDA indicating any intent to acquire the Property, Owner engaged a real estate broker for the purpose of assisting Owner in listing the ha e d the ure s Properly for sale in the public market. This waiver of relocation benefits an p agreement for the sale of the Property are both made voluntarily and are not made under any threat of acquisition of the Property by eminent domain by the EDA. On behalf of Owner, the undersigned acknowledges that the EDA has explained that, in the absence of this waiver, Owner may be entitled to certain relocation benefits in addition to amounts nefits ma include: urchase of the Pro ert These be y paid for the p p y l. Movin� Expenses: a. A payment for actual reasonable moving expenses; ar b. A fixed payment determined in accordance with the applicable schedule approved by the Federal Highway Administration. 2. Reestablishment exvenses nonresidential moves. d reestablishin an eli ible small a ent for ex enses actuall incurred in relocating an g g A P Ym P Y business, farm or nonprofit organization at a replacement site, which payment cannot exceed $50,000. 3. Alternative Fixed Pavment nonresidential moves. A fixed a ent in lieu of the pavments described in �ara�ranhs 1 and 2 above. equal to p 3'� the average annual net earnings of the business, but not less than $1,000 and not more than $20,000. 4. Other Relocation Assistance: This includes referrals and other assistance to help the business owner relocate its business. 301555v7 SJS BR305-80 Finally, it was explained to me that the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended, may entitle Owner to these relocation benefits; and if I sign this agreement, I will be waiving those relocation benefits on behalf of Owner. After having these benefits explained to me, I agree to waive them on behalf of Owner. In signing this agreement, I acknowledge that no threats have been made by the EDA to me or any other representative of Owner (either expressly or by implication) that if Owner does not sell the Property, the Properiy may be acquired by the EDA under the power of eminent domain or otherwise. If after signing this agreement, Owner attempts to collect relocation benefits, Owner will be required to prove that the Owner was entitled to relocation benefits and, contrary to what it has agreed to in this agreement, this waiver of relocation benefits was not entered into voluntarily. I further acknowledge that Owner has entered into a Purchase Agreement for the sale of the .00. I acknowled e that a ent of the Pro e to EDA for the ross urchase rice of $3,900,000 g P Ym P rtY g P P purchase price as described in the Purchase Agreement satisfies in full any amounts for relocation assistance or relocation benefits that the EDA otherwise may be obligated to pay to Owner and that the purchase price sha11 be the sole compensation due Owner for all claims of any description the EDA a result of the EDA's acquiring the Property as described in the Purchase Agreement, including but not limited to attorneys' fees, relocation benefits, and any damages to the going concern or goodwill of any business located on the Property, the purchase price having included considerations for any and all such claims. OWNER By Its STATE OF MINNESOTA SS COUNTY OF The foregoing instruinent was acknowledged before me this day of 2006, b the of Investment Properties of Minnesota, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 2 301555v7 SJS BR305-80