HomeMy WebLinkAbout2006 05-08 EDAP EDA MEETING
City of Brooklyn Center
May 8, 2006 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
—Commissioners not present at ineetings will be recorded as abstaining from the
vote on the minutes.
1. April 24, 2006 Regular Session
4. Commission Consideration Items
a. Resolution Authorizing Acquisition of Cracker Barrel
•Requested Commission Action:
—Motion to adopt resolution.
5. Adjournment
EDA Agenda Item No. 3a
Office of the City Clerk
City o f Brooklyn Center
Mi nn
A lle tum Communit
y
MEMORANDUM
TO: Michael J. McCauley, City Mana er
FROM: Sharon Knutson, City Clerk a
DATE: May 8, 2006
SUBJECT: Requested Changes to Minutes
Attached are changes to the minutes of tlie 04/24/2006 EDA meeting as requested by
Councilmember Carmody.
Attachments
6301 Shingle Creek Parkway Recreation and Community Center Phone TDD Number
Brooklyn Center, MN 55430-2199 (763) 569-3400
City Hall TDD Number (763) 569-3300 FAX (763) 569-3434
FAX (763) 569-3494
www.cityofbrooklyncenter.org
MINUTES OF THE PROCEEDINGS OF THE
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF BROOKLYN CENTER
1N THE COUNTY OF HENNEPIN AND THE
STATE OF MINNESOTA
REGULAR SESSION
APRIL 24, 2006
CITY HALL COUNCIL CHAMBERS
1. CALL TO ORDER
The Brooklyn Center Economic Development Authority (EDA) met in Regular Session and was
called to order at 8:42 p.m. by President Myrna Kragness.
2. ROLL CALL
President Myrna Kragness, Commissioners Kathleen Carmody, Kay Lasman, Diane Niesen, and
Mary O'Connor. Also present: Executive Director Michael McCauley, Assistant City
Manager/Director of Operations Curt Boganey, Community Development Director Brad
Hoffman, City Attorney Charlie LeFevere, and Deputy City Clerk Camille Worley.
3. APPROVAL OF AGENDA AND CONSENT AGENDA
Commissioner Lasman moved and Commissioner Carmody seconded to approve the agenda and
consent agenda and the following item was approved:
1. April 10, 2006 Regular Session
Motion passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
4a. RESOLUTION NO. 2006-06 APPROVING AGREEMENT BETWEEN
CITY OF BROOKLYN CENTER EDA AND TETRA TECH EM, INC.
REGARDING ENVIRONMLNTAL INVESTIGATIVE WORK ON THE
LOGAN AND 57 REDEVELOPMENT SITE
Executive Director Michael McCauley stated the City has identified further needed testing and
the property has been deemed permeable. He stated hopefully the Pollution Control Agency will
determine that the site and its issues can be corrected.
Comznissioner Lasman moved and Commissioner Carmody seconded to adopt RESOLUTION
NO. 2006-06 Approving Agreement between City of Brooklyn Center EDA and Tetra Tech EM,
Inc. Regarding Environmental Investigative Work on the Logan and 57 Redevelopment Site.
04/24/06 1 DRAFT
Commissioner O'Connor aslced about the different types of testing done on this property.
Community Development Director Brad Hoffman explained the type of testing that was done
and that now the property is being tested for vapors in the soil. He discussed testing of a
particular residential home.
Commissioner O'Connor voted against the same. Motion passed.
4b. RESOLUTION NO. 2006-(?7 AUTHORIZING SUBMISSION OF AN
APPLICATION TO THE HENNEPIN COUNTY ENVIRONMENTAL
RESPONSE FUND
Executive Director Michael McCauley stated the purpose of the resolution is to seek
reimbursement of testing.
Commissioner Carmody moved and Coinmissioner Lasman seconded to adopt RESOLUTION
NO. 2006-07 Authorizing Subinission of an Application to the Hennepin County Environmental
Response Fund.
Commissioner O'Connor voted against the same. Motion passed.
Commissioner O'Connor stated she would lilce to change her vote on the nrevious resolution,
EDA A�enda Item No. 4a. After discussion, Commissioner's O'Connar's vote was not changed.
5. ADJOURNMENT
I
er Lasman seconded ad'oununent of the
ved and Commission
Commissioner Carmodv mo J
meeting at 8:58 p.m.
Motion passed unanimously.
President
04/24/06 2 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
APRIL 24, 2006
CITY HALL COUNCIL CHAMBERS
1. CALL TO ORDER
The Brooklyn Center Economic Development Authority (EDA) met in Regular Session and was
called to order at 8:42 p.m. by President Myrna Kragness.
2. ROLL CALL
President Myrna Kragness, Commissioners Kathleen Carmody, Kay Lasman, Diane Niesen, and
Mary O'Connor. Also present: Executive Director Michael McCauley, Assistant City
Manager/Director of Operations Curt Boganey, Community Development Director Brad
Hoffman, City Attorney Charlie LeFevere, and Deputy City Clerk Camille Worley.
3. APPROVAL OF AGENDA AND CONSENT AGENDA
Commissioner Lasman moved and Commissioner Carmody seconded to approve the agenda and
consent agenda and the following item was approved:
1. April 10, 2006 Regular Session
Motion passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
4a. RESOLUTION NO. 2006-06 APPROVING AGREEMENT BETWEEN
CITY OF BROOKLYN CENTER EDA AND TETRA TECH EM, INC.
REGARDING ENVIRONMENTAL INVESTIGATIVE WORK ON THE
LOGAN AND 57 REDEVELOPMENT SITE
Executive Director Michael McCauley stated the City has identified further needed testing and
the property has been deemed permeable. He stated hopefully the Pollution Control Agency will
determine that the site and its issues can be corrected.
Commissioner Lasman moved and Commissioner Carmody seconded to adopt RESOLUTION
NO. 2006-06 Approving Agreement between City of Brooklyn Center EDA and Tetra Tech EM,
Inc. Regarding Environmental Investigative Work on the Logan and 57 Redevelopment Site.
i
04/24/06 1 DRAFT
Commissioner O'Connor asked about the different types of testing done on this property.
Community Development Director Brad Hoffman explained the type of testing that was done
and that now the property is being tested for vapors in the soil. He discussed testing of a
particular residential home.
Commissioner O'Connor voted against the same. Motion passed.
4b. RESOLUTION NO. 2006-07 AUTHORIZING SUBMISSION OF AN
APPLICATION TO THE HENNEPIN COUNTY ENVIRONMENTAL
RESPONSE FUND
Executive Director Michael McCauley stated the purpose of the resolution is to seek
reimbursement of testing.
Commissioner Carmody moved and Commissioner Lasman seconded to adopt RESOLUTION
NO. 2006-07 Authorizing Submission of an Application to the Hennepin County Environmenta.l
Response Fund.
Commissioner O'Connor voted against the same. Motion passed.
Commissioner O'Connor stated she would like to change her vote. After discussion,
Commissioner O'Connor's vote was not changed.
5. ADJOURNMENT
Commissioner Lasman moved and Commissioner Lasman seconded adjournment of the meeting
at 8:58 p.m.
Motion passed unanimously.
President
04/24/06 2 DR.AFT
EDA Agenda Item No. 4a
City of Brooklyn Center
A Millennium Community
To: Mayor Kragness and Council Members Carmody, Lasman, Niesen, and O'Connor
From: Michael J. McCauley
City Manager
Date: May 4, 2006
Re: Cracker Barrel Property
As discussed in the April 24�` Work Session, the EDA has the opportunity to acquire the
Cracker Barrel property that was recently closed. This property is located in Tax
Increment Financing District #3. Acquisition of the property would be for the purpose of
insuring that the property would be put to a purpose that would be beneficial for the
surrounding azea and contribute to the ta�c base in the long term. As Council Member
Niesen observed on the 24�', the relative costs of property in Brooklyn Center are
attractive to non-profit (tax exempt) users. There has been some interest from a church in
acquiring the property.
Acquisition of the property would potentially reduce tax base in the short term, while
preserving and enhancing tax base in the long term. There is every possibility that the
property will be acquired by a purchaser that would put the property to a use that would
enhance the surrounding area and continue its tax paying status. However, if it is acquired
for a ta�c exempt use, the $1.812 Million dollar value would be lost, potentially on a
permanent basis.
If the EDA acquired the property, it could continue its marketing through a commercial
broker or by requesting proposals. Under either approach, the EDA would be in a
position to control the quality and type of redevelopment. Doing nothing or acquiring the
property are both taking calculated risks. The matter was brought to the EDA's attention
so that the EDA could take an action, rather than potentially be reacting to a negative
influence on valuation/redevelopment, if it was so inciined.
Attached are aerials of the property.
I
6301 Shingle Creek Parhway Recreation and Community Center Phone TDD Number
Brooklyn Center, MN 55430-2199 (763) 569-3400
City Hald TDD Number (763) 569-3300 FAX (763) 569-3434
FAX (763) 569-3494
www.cityofbrooklyncenter.org
MEMORANDUM
TO: Michael McCauley, City Manager
FROM: Brad Hoffman, Community Development Director
DATE: May 3, 2006
SUBJECT: Acquisition of 1501 James Circle North (Cracker Barrel)
As you are aware, Cracker Barrel restaurant has decided to close their restaurant in
Brooklyn Center and sell the property located at 1501 James Circle. The site is 4.2 acres in size
and is currently listed with United Properties for $1,980,000. Community Development recently
received inquiries from a religious group about converting the existing building to a tax-exempt
church. As currently zoned, a church would be an allowed use.
The EDA will have before them a resolution authorizing the acquisition/purchase of the
site from Cracker Barrel. Cracicer Barrel has agreed to a purchase price of $1,825,000 and a
purchase agreeinent has been executed by Cracker Barrel for EDA consideration. The EDA
would want to consider the implications of such a prominent parcel going tax exempt. By
controlling the eventual use/ownership of the site, the EDA through its ownership would have
would have its greatest degree of control over the sites eventual use.
If the EDA is so inclined as to acquire the property through direct purchase (not eminent
domain) the resolution before them authorizes the Executive Director to enter into the purchase
agreement with Cracker Barrel. The EDA might also wish to consider leaving the property on the
market with United Properties. As real estate brokers, they would solicit potential buyers for the
site whose use could be scrutinized by the EDA.
I
ac eR
el
Old Courrtry Store
VIA OVERNIGHT DELIVERY 952/893-8288
May 3, 2006
Mike Sims
U Properties
3500 American Boulevard West
Suite 200
Bloomington, MN 55431
Re: Contract for Sale of Real Estate ("Contract") between Cracker Barrel Old
Country Store, Inc. ("Cracker Barrel") and The Economic Development Authority
in and for the City of Brooklyn Center, MN ("Purchaser")
Dear Mr. Sims:
i Enclosed herewith are two (2) executed originals of the above-referenced Contract.
Once an authorized individual executes for Purchaser, please return one (1) original to
my attention.
Thank you for your assistance and if you have any questions, please contact me at (615)
235-4020.
Very truly yours,
CRACKER BARREL OLD COUNTRY STORE, INC.
Elizabeth (Suzy) Wilson
Associate General Counsel
EMW/eh
Attachment
P.O. Box 787 H�rMnxN D�
T:Legal�PropMgt�#186BrooklynCtrMN- LESnrtoN. TEtvNESSSa 37088-0787
Sims-050306 PxotaE 615 444 5533
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 (the "EDA"), a
body corporate and politic organized and existing under the laws of the State of Minnesota, has the power
to engage in development and redevelopment activities pursuant to Minn. Stat. 469.090 to 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 iniYial plan has been subsequently modified and amended by various
resolutions; and
WHEREAS, the EDA has become concerned about the present status of properiy located
at 1501 James Circle North, which property includes the forxner Cracker Barrel Restaurant. The EDA has
observed that the valuation of the Cracker Barrel site by the Brooklyn Center Assessor shows a land value
of $1,250,000 and a building value of $562,000 and its currently for sale; 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 downward slide or blighting influence the site may
have on surrounding properties; and
WHEREAS, Cracker Barrel has executed a purchase agreement for 1501 James Circle
North in favor of the Brooklyn Center EDA in the amount of $1,825,000 (attached as Exhibit A).
NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in
and far the City of Brooklyn Center that it does hereby authorize the acquisition of Lot 2, Block l,
Richardson Park 2° Addition.
BE TT FURTHER RESOLVED that the Executive Director of the EDA be authorized to
execute a purchase agreement with the owner of the property located at 1501 James Circle North in the
amount of $1,825,000 with such technical changes to the agreement as may be recommended by the
Cily's Attorney.
Mav 8, 2006
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.
I
Exhibit A
CONTRACT FOR SALE OF REAL ESTATE
This CONTRACT FOR SALE OF REAL E5TATE ("Contract") is entered into this
day of May, 2006 by and between CRACKER BARREL OLD COUNTRY STORE, INC., a
Tennessee corporation ("Seller"), whose address is 307 Hartmann Drive, Lebanon, TN 37087, and THE
ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN
CENTER ("Purchaser"), whose address is 6301 Sfiingle Creek Parkway, Brooklyn Center, MN 55430
who hereby agree to purchase that certain piece of real property containing approximately 4.23 +1- acres
lying and being at 1501 James Circle North in the City of Brooklyn Center, Hennepin County, Minnesota
and more particularly described on Eachibit A attached hereto and made a part hereof (the "Land") and
that certain 9,748 square foot restaurant building thereon (the "Building"). (The Land and the Building
shall be collectively referred to herein as the "Property.") The purchase of the Property shall include all
equipment and fixtures, if any, presently located Building on the Property (the "Personal Property").
Any Personal Property left in the Building as of the date of Closing sha11 be deemed to be abandoned by
Seller.
1. PURCHASE. Purchaser agrees to purchase the Property for the sum of One Million, Eight Hundred
and Twenty Five Thousand ($1,825,000.00) Dollars (the "Purchase Price"), upon the following
terms: (a) an earnest money deposit in the amount of Fifty Thousand ($50,000.00) Dollars ("Earnest
Money Deposit") payable by Purchaser within ten (10) days after the Effective Date of this Contract
and (b) One Million, Seven Hundred and Seventy Five Thousand ($1,775,000.00) Dollars cash
balance at closing. The Earnest Money Deposit shall be held in escrow by Chicago Title Insurance
Company (Attention: Karen J. Green), Suite 920, Grant Building, Pittsburgh, PA 15219, as escrow
agent ("Title Company"), with said Earnest Money Deposit being considered as a portion of the
Purchase Price unless otherwise stated herein.
2. TITLE. Seller warrants title to be marketable and agrees to convey the Property by Special Warranty
Deed, subject to the title exceptions set forth on Exhibit B attached hereto and made a part of and any
and all other restrictions, conditions, reservations, limitations of record and easements of record and
in place, zoning and any other conditions which a physical inspection of the premises (including
geotechnical and/or Phase I studies) and an accurate and complete survey would disclose.
3. NO WARRANTY BY SELLER. Seller does not warrant, either expressly or implicitly, the
condition or fitness of the Property including the Building, sign poles, �xtures or equipment tocated
thereon and to be conveyed hereundez or as to any use they may be put, any such express or implied
warranty being hereby expressly negated. Seller and Purchaser acknowledge and agree that neither
party has made any representations, warranties, or agreements to, or on behalf of the other party as
to any matter concerning this Contract, the Property, the present use thereof or the suitability of the
Property for Purchaser's intended use. In particular, but without limitation, except as expressly set
forth in this Contract, Seller (or any agent, attorney, employee, broker or other representative of
Seller) makes no representations or warranties with respect to the use or condition of the Property,
including (without limitation) the Building, the condition of soils or groundwater affecting the
Properiy and the presence or absence of to�c substances or hazardous materials on, under or
about the Property, occupation or management of the Properry, compliance with applicable
statutes, laws, codes, ordinances, regulations or requirements relating to use, occupancy, leasing,
uil af he r environmental matters com liance
zoning, subdivision, planning, b dmg, fire, s ery, atth a p
with covenants, conditions and restrictions (whether or not of record) or compliance with other
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local, municipal, regional, sta.te or federal statutes, laws, codes, ordinances, regulations or
requirements, including, without limitation, any representations, warranties or agreements relating
to zoning, soil, subsoil, environmental conditions of the Property or neighboring properties, the
purposes to which the Property is suited, drainage, access to public roads or the effect of any local,
state or federal environmental protection laws or regulations. Purchaser hereby acknowledges that
pursuant to Section 4 hereof Purchaser is entitled to and shall make its own independent
inspecdon and investigation of the Property and, in entering into this Contract, Purchaser
represents and warrants to Seller that it intends to rely solely on such inspection and investigation
of the P.roperiy.
ACCORDINGLY, PURCHASER IS NOT RELYING AND SHALL NOT BE ENTTTLED TO
RELY UPON ANY REPRESENTATIONS OR WA,�t]�2ANTlES OF SELLER OR ANY
PRiNCIPAL, AGENT, PARTNER, ATTORNEY, EMPLOYEE, BROKER OR OTHER
REPRESENTATIVE OF SELLER AND, AT THE CLOSING UNDER THIS CONTRACT,
PURCHASER SHALL ACCEPT CONVEYANCE OF THE PROPERTY IN ITS "AS-LS,
WHERE-IS" CONDITION AS OF TI� CLOSING DATE, WITH ALL FAULTS, WITHOUT
ANY REPRESENTATION OR WARRANTY WHATSOEVER FROM SELLER, EXCEPT AS
EXPRESSLY SET FORT'H HEREIN. The foregoing provisions shall survive closing or
termination of the transaction set forth in this Contract.
4. TITLE/SURVEY/1'ESTING. (a) Purchaser, at its sole option and expense, may obtain a title
commitment covering the Property from the Title Company or any other nationally recognized title
company ("Title Commitment") and a survey ("Survey") of the Property. Purchaser sha11 have thirty
(30) days from the Effective Date of this Contract to examine title, obtain the Title Commitment and
Survey and object by written notice to Seller to any defect of title as shown in the Title Comrnitment
or other defect as shown in the Survey, which was not as represented by Seller. If Seller fails or is
unwilling to satisfy any title or survey defect, within a reasonable time and is unable or unwilling to
deliver the Property as herein provided, then Purchaser may accept the title and/or Survey with the
defect or Purchaser may terminate this Contract, whereupon both parties shall be released from
further performance hereunder and the Eamest Money Deposit shall be retumed to Purchaser. Seller
shall not at any time be obligated to provide to Purchaser any title comrnitment, title binder, title
opinion letter or survey for the Property. Failure by Purchaser to timely notify Seller in writing of
objections in the Title Commitment or in the Survey will be deemed an acceptance by Purchaser of
the Property and Purchaser will take title to the Property at closing subject to all such matters of
record or set forth in the Survey, if any.
(b) It is understood and agreed that prior to closing Purchaser, its agents or employees, may enter the
Property in order to cause such inspections, surveys or tests as Purchaser may deem necessary to be
performed, at Purchaser's expense. Purchaser warrants and agrees that it sha11 (i} restore the Property
to its original condition upon completion of testing and (ii) indemnify, defend (with counsel to be
selected by Seller) and hold Seller harmless from and against any and all claims, actions, suits, liens,
damages, losses, costs and expenses of any kind incurred by or filed against Seller resulting from
such inspections, surveys or tests conducted by Purchaser, its agents or employees. Purchaser shall
provide Seller with a written certificate of commercial general liability insurance in the amount of
One Million ($1,000,000.00) Dollars, naming Seller as an additional insured prior to entering upon
the Property to conduct said testing.
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5. PURCHASER'S DUE DILIGENCE. This purchase and sale is subject to the satisfaction, or waiver
by Purchaser, of the following conditions in accordance with the deadlines set forth below:
Purchaser shall have until June 1, 2006 (the "Inspection Period") to: (i) obtain any necessary
govemment�l approvals, permits, licenses, variances, etc. for its operations or use of the Property;
(ii) to acquire a building pernut; (iii) to perform title and survey work, geotechnical, Phase I or other
environmenial, on-site surveys and investigations on the Property, a11 of which shall be at
Purchaser's sale cost and expense and (iv) to confirm that the Property has available and suff'icient
utilities for Rirchaser's intended use. If Purchaser is not reasonably satisfied with the results of its
investigationt or actions under this paragraph at the end of the Inspection Period, Purchaser may, at
its option, terminate this Contract by sending written notice thereof to Seller at any time during the
Inspection Period and receive a refund of the Earnest Money Deposit. If Purchaser does not elect to
ternvnate this Contract prior to 5:00 p.m., Central time on the last day of the Inspection Period,
Purchaser shall be deemed to have waived its right to terminate this Contract pursuant to this section,
and the Earnest Money Deposit sha11 be deemed non-refundable to Purchaser except in the event of a
default by Seller or as otherwise expressly provided in this Contract, and Purchaser shall be obligated
to close under this Contract. If Purchaser elects to cancel this Contract, Purchaser agrees to provide
the Seller with copies of all third party reports and other documents related to Purchaser's inspection
of the Property.
6. SELLER'S MANAGEMENT APPROVAL. Seller's obligations hereunder shall be contingent
upon approva] of the transactions contemplated herein by Seller's senior management in writing by
no later than 5:00 p.m., Central time on May 19, 2006 (the "Approval Period"). In the event Seller's
senior management approves this Contract, Seller shall notify Purchaser in writing of such fact
within three (3) business days from the expiration of the Approval Period, otherwise this Contract
shall automatically terminate, the Earnest Money Deposit sha11 be immediately refunded to
Purchaser, and neither party shall have any further obligations hereunder.
7. CONDEMNATION. If, prior to closing, any part of the Property is condemned or appropriated by a
public authority or any party exercising the right of eminent domain then this Contract, at the
election of the Seller, may be ternunated and the Earnest Money Deposit paid by Purchaser sha11 be
returned and neither party shall have any obligations to the other. Should Seller elect not to terminate
the Contract, the Purchase Price shall be reduced by the amount of any compensation received by
Seller.
8. TAXES. All municipal, local, county and state ad valorem property taxes on the Property for prior
years will be paid by Seller at or before closing. All other taxes and assessments for the current year
shall be prorated as of the date of closing. Seller shall pay cunent installments of a1I certified
assessments at the time of closing. Purchaser shall assume all pending assessments which represent
work which is actually in progress or completed on the date of closing, but which have not yet been
certified as an assessment. Purchaser will assume all pending assessments representing
improvements, which have not as yet commenced at elosing. All transfer taxes, closing costs, escrow
fees, title premiums, recording costs, title attorney's fees, etc. shall be paid by Purchaser at closing.
9. VACANT PO55ESSION. Vacant possession of the Property shall be delivered to Purchaser at the
time of Closing. Risk of loss to the Building, fixtures and improvements, if any, located upon the
Property shall remain with Seller prior to closing.
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10. CLOSING. Time is of the essence of this Contract. Closing on the Property ("Closing") shall take
place at the Title Company or other mutually determined location within ten (10) days after
Purchaser satisfies its preconditions to closing, but in no event no later than June 1, 2006 (the
"Closing Date"). In the event any time period provided for in this Contract expires on a weekend or
legal holiday (being defined by any holiday recognized by the United States Postal Service), tt�e time
aticall extended to the next business
da Each hereb a ees to rovide
eriod shall be autom y p�y y$�' P
P Y
to the person responsible for Closing the transaction contemplated hereunder, prior to or at
Closing, all information required to be reported by such person under Section 6045 of the Internal
I Revenue Code of 1986, as amended. Purchaser and Seller fiuther agree to do all things and execute and
de�iver all instruments which may be necessary or customary to effectuate the Closing hereunder.
11. DEFAULT. In the event either party defaults under the terms and conditions of this Contract,
I whereby the other has a right of termination, the party not in default shall give the defaulting party
ten (10) d�ays written notice of the grounds for declaring default. If the default has not been cured
within the prescribed period of time, the party not in default may ternninate this Contract. In the event
this Contract is terminated as aforesaid and if Seller is the defaulting party, the parties have agreed
that Purchaser shall be entitled to the return of its Earnest Money Deposit plus interest thereon. In the
event Purchaser is the defaulting party, the parties have agreed that the Earnest Money Deposit plus
interest thereon may be retained by Seller. PURCHASER AND SELLER AGREE THAT
SELLER'S ACTUAL DAMAGES IN TI� EVENT THAT THE SALE IS NOT
CONSUNIMATED DUE TO PURCHASER'S DEFAULT WOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO DETERMINE. THEREFORE, THE PAR'TIES
ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER
NEGOTIATION, AS THE PARTIES' REASONABLE ESTIlVIATE OF SELLER' S DAMAGES
AND AS SELLER'S EXCLUSIVE REMEDY FOR DAMAGES AGAINST PURCHASER IN
THE EVENT OF TI� TERMITTATION OF THIS CONTRACT DUE TO PURCHASER'S
DEFAULT. TI� PAR'TIES FURTI�R AGREE THAT THE DEPOSIT SHALL BE PAID
OVER TO SELLER AS SELLER'S SOLE REMEDY FOR DAMAGES IN TI� EVENT OF A
DEFAULT BY PURCHASER, ALL OTI�R CLAIMS TO DAMAGES BEING HEREBY
EXPRES5LY WANED BY SELLER. CONVERSELY, SELLER AND PURCHASER
AGREE THA.T PURCHA.SER'S ACTUAL DAMAGES 1N THE EVENT THAT THE SALE IS
NOT CONSi_TNIMATED DUE TO SELLER'S DEFAULT WOULD BE IlVIPRACTICAL AND
EXTREMELY DIFFICULT TO DETERMINE. THEREFORE, THE PART'IES
ACKNOWLEDGE THAT THE RETURN OF THE DEPOSIT HAS BEEN AGREED UPON,
AFTER NEGOTIATION, AS T'HE PARTIES' REASONABLE ESTIMATE OF
PURCHASER' S DAMAGES AND AS PURCHASER' S EXCLUSIVE REMEDY FOR
DAMAGES AGAINST SELLER IN TI� EVENT OF TI� TERMIl�TATION OF THIS
CONTRACT DUE TO SELLER' S DEFAULT. THE PAR'TIES FURTI-�R AGREE THAT
TF� DEPOSIT SHALL BE RETURNED TO PURCHASER AS PURCHASER'S SOLE
REMEDY FOR DAMAGES IN THE EVENT OF A DEFAULT BY SELLER, ALL OTHER
CLAIlVIS TO DAMAGES BEING HEREBY EXPRESSLY WAIVED BY PURCHASER.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION LIMTT
'TI� DAMAGES RECOVERABLE BY ETTHER PARTY WITH RESPECT TO: (A) THE
OTI�R PARTY' S OBLIGATION TO INDEMI�TIFY SUCH PARTY IN ACCORDANCE
WITH THIS CONTRACT, (B) THIl2D PARTY CLAIMS, OR (C) TI� OTI�R PARTY'S
FAILURE TO PERFORM ANY OBLIGATIONS WHICH, BY THE EXPRESS TERMS OF
s
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THIS CONTRACT, SURVIVE TI� CLOSING OR TERMINATION OF THIS CONTRACT.
PURCHASER AND SELLER ACKNOWLEDGE THAT TI-�Y HAVE READ AND
UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND
THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED TI�
NCES OF THIS LI UIDATED DAMAGES PROVISION AT TI� TIlV� THIS
CONSE UE
Q
Q
CONTRACT WAS EXECUTED.
12. PURCHASER'S REPRESENTATIONS. Purchaser represents, covenants and warrants that
Purchaser has the due power and authority to enter into this Contract and to close the transactions
contemplated herein without the consent or intervention of any other parties; the closing of the
transactions contemplated herein will not violate any law or ordinance or the terms of any Contracts
that Purchaser may have with any other parties; and Purchaser represents that George Tavoularis, as
President has the authority to enter into this Contract on its behalf.
1.3. SELLER'S REPRESENTATIONS. Seller represents, covenants and warrants that Seller has the
due power and authority to enter into this Contract and to close the transactions contemplated herein
without the consent or intervention of any other parties; the closing of the transactions contemplated
herein will not violate any law or ordinance or the terms of any Contracts that Seller may have with
any other parties; and Seller represents that the undersigned has the authority to enter into this
Contract on its behalf.
14. ASSIGNMENT. This Contract may not be assigr2ed by Purchaser without the express written
consent of Seller. Any assignment shall not relieve Purchaser of any obligation set forth herein.
15. BROKER'S COMMISSION. Upon closing of this Contract, Gregg �rickson, as Seller's agent shall
receive a conunission of six (6°Io) percent of the Purchase Price to be shared equally and paid by
Seller at closing if, as and when closing occurs, but not otherwise. Purchaser shall indemnify, defend
and hold Seller harmless from any other demands, claims, fees and/or commissions from any other
broker. Neither Purchaser nor Seller sha11 have any liability to any broker in the event the sale of the
Property should fail to close for any reason whatsoever, including, without limitation, a default by
Seller or Purchaser.
16. TAX DEFERRED EXCHANGE. Purchaser acknowledges that Seller, at its option, may elect to
participate in a tax-deferred exchange in connection with the sale of the Property under Section 1031
of the IRC. Purchaser agrees to cooperate with Seller's efforts in participating in such exchange and
to execute any and all reasonable documents required by Seller or any qualified intermediary in
connection with such exchange.
17. NOTICE. All notice and demands herein required shall be in writing and shall be sent by either (a)
United States Certified Mail, return receipt requested, postage prepaid or (b) national ovemight
delivery service with return receipt, delivery charge prepaid to Seller at 307 Hartmann Drive,
Lebanon, TN 37087, Attention: Property Management, Telephone: (615) 443-5533, Facsimile: (615)
235-4054 and to Purchaser at 6301 Shingle Creek Parkway, Brooklyn Center, MN 55430 Telephone:
Facsimile: Notices sent by United States Certified Mail as set
forth above shall be effective three (3) business days after the same is deposited with the United
States Postal Service, postage prepaid. Notices sent by national overnight courier service shall be
effective one (1) business day after depositing the same with courier service, delivery fee prepaid,
marked for next day delivery.
5
T:�Legal�Rea1 Estate�Brooklyn Center, MN�K.050306.doc
18. APPLICABLE LAW. This Contract shall be governed by and construed under the laws of the state
in which the Pro ert is located.
P Y
19. EFFECTIVE DATE. This Contract sha11 be effective as of the date of fmal execution by the last
party signing the Contract (the "Effective Date"). This Contract sha11 not be binding on either party,
however, until it is fully executed by all parties hereto and the Earnest Money Deposit delivered
pursuant to paragraph 1 herein. If Purchaser fails to deliver the Eamest Money Deposit within ten
I (10) days of the Effective Date of this Contract, Seller may declare this Contract to be null and void,
an.d neither party shall have any further rights, duties or obligations hereunder. After the Effective
Date and for as long as this Contract is in effect, Seller may continue to market the Property provided
that (i) Seller shall not enter into any "back-up" Contracts to sell the Property, and (ii) Seller's right to
maxket the Property under this section shall ternunate upon Seller's satisfaction or waiver of the
conditions set forth herein or expiration of the Inspection Period, as the case may be.
20. RECORDATION. This Contract is not to be recorded.
21. WAIVER/ENTIRE CONTRACT. Except as specifically set forth in this Contract, no term or
condition of this Contract will be deemed to have been waived or amended unless expressed in
writing and the waiver of any such condition or the breach of any term will not be a waiver of any
subsequent breach of the same or other term or condition. This Contract constitutes the entire
Contract between the parties, which incorporates all prior written and/or oral understandings. This
Contract shall be binding upon the parties, their heirs, successors or assigns.
22. NO PUBLIC DISCLOSURE. Seller and Purchaser agree not to cause any public disclosure of the
terms of this transaction to unrelated third parties, except that Seller and Purchaser may discuss the
transaction in confidence with, but not limited to, proposed joint venturers, investors or prospective
morigagees. Nothing contained herein shall prevent any such party from making any disclosures
required under applicable law.
Remainder of Page Intentionally Left Blank
Signatures Follow on Next Page
I
6
T:�Legal�Real Estate�Brooklyn Center, MN�K.05�306.doc
IN WITNESS WHEREOF, Seller has executed this Contract this �`�day of May, 2006.
WITNESSES:
CRACKER BARREL OLD COUNTRY
STORE, INC., a Tennessee corporation
�...t_,L,l.�. 11� B �u.
Name: I�YIi �1 ��z-*11��'a..
f L �/y'/ Title: V 1 C��/'2SjG�,e..i'��
�7�
U
IN WITNESS WHEREOF, Purchaser has executed this Contract this day of May, 2006.
WITNESSES:
THE ECONOMIC DEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
BROOKLYN CENTER
By:
Name:
Title:
7
T:�L.egal�Rea1 EstatelBrooklyn Center, MN�IC.050306.doc
EXHIBIT "A"
Lot 2, Block 1, Richardson Park 2nd Addition, Hennepin County, Minnesota.
i
EXHIBIT "B"
[PERMITTED EXCEPTIONS]
1. A) Real estate taxes
Property Identification No. 35-119-21-41-0019.
B) Special assessments hereafter levied.
2. All right of access to Highway 94 or Humbolt Avenue taken or reserved in Document
Nos. 1341353, 5064847, 3720213 and 911865.
3. Terms and Conditions of Subdivision Agreement filed August 15, 1990 as Document
No. 211'7378 (Torrens) and filed August 16, 1990 as Document No. 56.92781.
(Abstract).
4. Terms and Conditions of Restrictive Covenant dated May 10, 1989 filed May 11,
1989 as Document No. 2012038.
5. Terms and Conditions of Subdivision Agreement filed April 27, 1989 as Document
No. 2008690 (Torrens) and filed May 1, 1989 as Document No. 5529233 (Abstract).
6. Terms and Conditions of Restrictive Covenant dated December 31, 1985, filed
February 18, 1986 as Document No. 1704960.
7. Easement for utilities and drainage as shown on the recorded plats of Richardson
Park 2nd Addition, Richardson Park and Richardson Addition.
8. Easement for storm drainage purposes (unconfined) for the benefit of Lot l, Block
1 as created in Document No. 2121698, filed September 6, 1990.
9. Minerals and mineral rights reserved by the Regents of the University of
Minnesota.
10. Subject to the following encroachments as shown in the survey by Sunde Land
Surveying; Inc. dated June 14, 1993:
a.) Encroachment of fence onto the sou*_h side of the property, and
b.) Encroachment of curbing onto the Northeast corner of the property.
10
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Property Assessing
PID: 3511921410019 Assessment Year: 2006
County Address: 1501 JAMES CIR N Property Type: C
City Address: 1501)ames Cir N Homestead Code: N
Zip Code: 55430 Land Value: $1,250,000.00
School District: 0286 Bldg Value: $562,000.00
Owner Change: 8/20/1993 Total Value: $1,812,000.00
Parent PID: 3511921410017 Assessment Year: 2005
Lot: 002 Property Type: C
Block: 001 Homestead Code: N
Addition 04483 Land Value: $1,250,000.00
Display PID: 35-119-21-41-0019 Bldg Value: $566,000.00
Property Name: Cracker Barrel Total Value: $1,816,000.00
Subdivision: Richardson Park 2nd Addition Assessment Year. 2004
Metes/Bounds: Properly Type: C
Homestead Code: N
Owner Land Value: $1,050,000.00
Owneri: Gacker Barrel Inc. Bldg Value: $766,000.00
Po Box 787 Hartmann Dr Total Value: $1,816,000.00
Lebanon, TN 37088
S8�@S (Last i0 Sales Max.)
Zoning Sale Date: 8/1/1993
Zoning: C2 Sale Price: $687,000.00
Acres: 4.2 Sale Ratio: 00
Area [Sq�t]: 182744 Sale Type: 11
Sale Comments:
Geometric Acres: 4.23377056292
Geometric Area [SqFt]: 184423.045721
Effective Width: 0
Effective Depth: 379
Frontage [Ft]: 205
Left Side [Ft]: 0
Right Side [Ft]: 0
Rear Side [FtJ: 0
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