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HomeMy WebLinkAbout2004 11-22 EDAP • EDA MEETING City of Brooklyn Center November 22, 2004 AGENDA 1. Call to Order 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 meetings will be recorded as abstaining from the vote on the minutes. 1. November 8, 2004 - Regular Session 4. Commission Consideration Item • a. Resolution Authorizing the Acquisition of Real Property for Redevelopment Purposes - Requested Commission Action: - Motion to adopt resolution. 5. Adjournment • EDA Agenda Item No. 3a • 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 NOVEMBER 8, 2004 CITY HALL - CITY COUNCIL INVOCATION A moment of silence was offered for the Invocation. 1. CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Regular Session and was called to order at 7:01 p.m. by President Myrna Kragness. 2. ROLL CALL • President Myrna Kragness, Commissioners Kathleen Carmody, Kay Lasman, Diane Niesen, and Bob Peppe. Also present: Executive Director Michael McCauley, Assistant City Manager/Director of Operations Curt Boganey, Public Works Director /City Engineer Todd Blomstrom, Community Development Director Brad Hoffman, Police Chief Scott Bechthold, Planning and Zoning Specialist Ron Warren, City Attorney Charlie LeFevere, and Deputy City Clerk Maria Rosenbaum. 3. APPROVAL OF AGENDA AND CONSENT AGENDA A motion by Commissioner Lasman, seconded by Commissioner Carmody to approve the agenda and consent agenda. Motion passed unanimously. 3a. APPROVAL OF MINUTES A motion by Commissioner Lasman, seconded by Commissioner Carmody to approve the October 25, 2004, regular session minutes. Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION AUTHORIZING THE ACQUISITION OF REAL PROPERTY FOR REDEVELOPMENT PURPOSES (HIVIONG SHOPPING CENTER) • 11/08/04 -1- DRAFT Executive Director Michael McCauley discussed that the resolution authorizing the acquisition of • property for the purposes of the Hmong Shopping Center is consistent with the City Council's goals regarding development and that the resolution authorizes the acquisition of the remaining five parcels referred to as the Hmong Shopping Center, along with authorizing the use of eminent domain including "quick take" to secure control of the properties. Gordy Jensen, Attorney for the Owner, addressed the Commission to discuss that the owner is very interested in this concept and believes this would be the next step forward with the project. RESOLUTION NO. 2004-12 Commissioner Lasman introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING THE ACQUISITION OF REAL PROPERTY FOR REDEVELOPMENT PURPOSES (HMONG SHOPPING CENTER) The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Niesen. Motion passed unanimously. 4b. ADMINISTRATIVE AMENDMENTS TO TAX INCREMENT FINANCING DISTRICT NOS. 2 AND 3 BUDGETS 1. RESOLUTION APPROVING THE MODIFICATION OF THE TAX INCREMENT FINANCING PLAN FOR TAX • INCREMENT FINANCING DISTRICT NO.2 2. RESOLUTION APPROVING THE MODIFICATION OF THE TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING DISTRICT NO.3 Mr. McCauley discussed that the administrative amendments to Tax Increment Financing (TIF) District Nos. 2 and 3 are necessary to modify budgets and that these amendments do not change the total budget amounts. Commissioner Niesen asked about the reduction in streetscaping. Mr. McCauley discussed that the original budget had large sums of streetscaping. The State Law has changed since the districts had been created and there are limitations on expanding tax increment on street improvements above normal street costs. The original budgets allocations were above what could be done currently. Also, the funds are needed to support the acquisitions identified in the Council's goals. Commissioner Niesen expressed concern for the need for more landscaping throughout the City. Mr. McCauley informed that the green components of a project would be a requirement of a developer and be apart of a projects' overall requirement. 0 11/08/04 -2- DRAFT RESOLUTION NO. 2004 -13 Commissioner Carmody introduced the following resolution and moved its adoption: RESOLUTION APPROVING THE MODIFICATION OF THE TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 2 The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Lasman. Motion passed unanimously. RESOLUTION NO. 2004 -14 Commissioner Carmody introduced the following resolution and moved its adoption: RESOLUTION APPROVING THE MODIFICATION OF THE TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 3 The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Lasman. Motion passed unanimously. 4e. RESOLUTION AUTHORIZING EXECUTION OF TAX INCREMENT PLEDGE AGREEMENT • Mr. McCauley discussed that this resolution would authorize the execution of a tax increment e led P g agreement in connection with the bonds that the City Council will have before them this evening. RESOLUTION NO. 2004 -15 Commissioner Carmody introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING EXECUTION OF TAX INCREMENT PLEDGE AGREEMENT The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Peppe. Motion passed unanimously. 5. ADJOURNMENT A motion by Commissioner Carmody, seconded by Commissioner Lasman to adjourn the meeting at 7:10 p.m. Motion passed unanimously. • President 11/08/04 -3- DRAFT • EDA Agenda Item No. 4a MEMORANDUM TO: Michael McCauley, City Manager FROM: Brad Hoffman, Community Development Director DATE: November 18, 2004 SUBJECT: Purchase of 1900 57 Ave. North (Acme Typewriter) On September 27, 2004, the Brooklyn Center EDA authorized the acquisition of 1900 57 Ave. North also known as the Acme Typewriter Building. By passing EDA Resolution 2004 -10, staff was direct to acquire the property through eminent domain, including quick take or purchase. The EDA will have before them a resolution approving a purchase agreement in the amount of $473,200 for the property. The property was recently acquired by the current owners. They have approximately $426,000 in acquisition related costs. In conversations with the EDA's • counsel for eminent domain, he advised that acquisition costs through eminent domain would result in both a payment to the owner and associated costs that would most likely exceed the proposed negotiated acquisition. It is my recommendation to accept the purchase offer and not incur the costs associated with an eminent domain taking that typically include attorneys fees, appraisals, relocation, court fees including commissioners and expert witness fees. • Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. • RESOLUTION AUTHORIZING THE ACQUISITION OF REAL PROPERTY FOR REDEVELOPMENT PURPOSES 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 initial plan has been subsequently modified and amended by various resolutions; and WHEREAS, the EDA has become concerned about the present status of that property which is located north of 57th Street, west of Logan Avenue, and southeast of Minnesota Highway No. 100 (the "57th and Logan Redevelopment Area "); and WHEREAS, EDA staff has met with the principal owner of most of the properties located within the 57th and Logan Redevelopment Area and have discussed various redevelopment options; and WHEREAS, the current condition of the properties located within the boundaries of the 57th and Logan Redevelopment Area consist of older, single story retail and service types of business which have become economically obsolescent and a blighting influence and which exhibit dilapidation, deferred • maintenance, a layout that is not conducive to modern retailing standards, excessive vacancy, and constitute a blighting and negative influence upon the adjacent neighborhood; and WHEREAS, the location of the 57th and Logan Redevelopment Area is strategically positioned such that it has visibilityto a major highway, good local and regional access, and is within the zone of influence of developments such as Brookdale Shopping Center and the Earl Browne area; and WHEREAS, the EDA has become concerned that the downward slide and blighting influence of the properties located within the 57th and Logan Redevelopment Area are exerting a negative impact on nearby property values, and that by redeveloping the 5 7th and Logan Redevelopment Area the EDA could assist in creating new development opportunities and an increase in the tax base, and result in an improvement in the properties to the betterment of the health and welfare of the citizens of Brooklyn Center; and WHEREAS, the staff of the EDA has been considering possible redevelopment alternatives for the property, and has concluded that it is appropriate and necessary for the EDA to proceed as quickly as possible with the acquisition of that parcel of the 57th and Logan Redevelopment Area which is at the northwest corner of 57th and Logan, and is legally described as Lot 6, Block 2, Northbrook Center Addition and has a street address of 1900 — 57th Avenue North, Brooklyn Center, Minnesota (the "Acquisition Parcel "); and WHEREAS, the EDA has determined and believes based upon the report of its staff and the determination of its Board of Commissioners that the redevelopment of the 57th and Logan Redevelopment Area should begin with the acquisition by the Brooklyn Center EDA of the Acquisition Parcel, that such • acquisition is in the best interests of the EDA and the City of Brooklyn Center, because it will assist in improving the health, safety, morals and welfare of the citizens of the City of Brooklyn Center, and such acquisition is in accordance with the public purpose and provisions of all applicable state and local laws; and EDA RESOLUTION NO. • WHEREAS, the EDA believes and determines that without its acquisition of the Acquisition Parcel, any future redevelopment opportunity is at risk and will not proceed, whereby the City of Brooklyn Center will lose the benefits to be received from the redevelopment of the 57th and Logan Redevelopment Area; and WHEREAS, the EDA has provided notice of a public hearing to be held concerning the proposed acquisition of the Acquisition Parcel to those persons having an interest in Acquisition Parcel, the EDA has held such hearing, and all persons having an interest in the Acquisition Parcel were allowed to address any and all concerns to the EDA. WHEREAS, the EDA authorized the acquisition of 1900 -57 Avenue North legally described as Lot 6, Block 2, Northbrook Center Addition through eminent domain or purchase by virtue of EDA Resolution No. 2004 -10; and WHEREAS, staff has been able to negotiate a purchase agreement for 1900 57 Avenue North in the amount of $473,200. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota, as follows: 1. The Executive Director is hereby authorized, on behalf of the EDA, to execute a purchase agreement for the acquisition of 1900 57 Avenue North, Brooklyn Center, in the amount of $473,200. • 2. The Executive Director is hereby authorized on behalf of the EDA, to execute the necessary closing documents to acquire fee simple absolute title to the property of 1900 57 Avenue North. November 22. 2004 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: none; whereupon said resolution was declared duly passed and adopted. • I 2200 FIRST NATIONAL BANK BUILDING 332 MINNESOTA STREET SAINT PAUL, MINNESOTA 55101 BRIGGS AND M ORGAN TELEPHONE (651) 223 -6600 FACSIMILE (651) 223 -6450 PROFESSIONAL ASSOCIATION WRITER'S DIRECT DIAL (651) 808 -6587 WRITER'S E -MAIL rwalsh@briggs.com November 9, 2004 VIA E -MAIL GREGHeMHCPACO.COM Greg Heck Muellerleile and Harrington 2393 Rice Street Roseville, MN 55113 Re: Economic Development Authority in and for the City of Brooklyn Center /Purchase of 1900 57th Avenue North Client/Matter No. 11080.39 Dear Mr. Heck: @ Briggs and Morgan, P.A. represents the Economic Development Authority y In and for the ,City of Brooklyn Center "(EDA ") in matters relating to its acquisition of 1900 57 Avenue North, Brooklyn Center ( "Property "), from 4 Star Real Estate, LLC ( "Seller "). We have been informed by Brad Hoffman of the EDA that you are an accountant for the Seller. Attached is a Purchase Agreement relating to the Property. Will you please obtain the signature of an authorized person on behalf of the Seller on two (2) originals of this Purchase Agreement. After the Seller has signed, please return both originals to me. I will obtaiA the signatures of the EDA on both and return one fully executed original to you for the Seller. We also ask that you complete the Seller's contact information in paragraph 1.a. As soon as I receive the executed Purchase Agreements back from you, the EDA can obtain approval of the City Council to complete this transaction and we can close as soon as possible. • 1707166v1 MINNEAPOLIS OFFICE • IDS CENTER • WWW.BRIGGS.COM MEMBER - LEX MUNDI, A GLOBAL ASSOCIATION OF INDEPENDENT LAW FIRMS • BRIGGS AND MORGAN Greg Heck November 9, 2004 Page 2 If you have any questions or comments, please contact Daniel J. Cole, Jr.. of this Firm at (651) 808 -6617 or me. Very truly yours, Re ' Walsh Paralegal RAW /wmf Attachment cc: Bradley J. Hoffman Marc J Manderscheid Daniel J. Cole, Jr. 1707166v1 • ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER PURCHASE AGREEMENT RELATING TO 190057 1h Avenue North, Brooklyn Center, Minnesota Dated as of , 2004 1. Parties The parties to this purchase agreement ( "Agreement ") are: a. 4 Star Real Estate, LLC, a Minnesota limited liability company, whose address is , Phone ( ) ; Fax ( ) ; email: ( "Seller "); and b. Economic Development Authority in and for the City of Brooklyn Center, a public body corporate and politic, whose address is 6301 Shingle Creek Parkway, Brooklyn Center, Minnesota 55430, Attention: Bradley J. Hoffman, Phone (763) 569- • 3330; Fax (763) 569 -3360; email: bhoffmaneci.brooklvn- center.mn.us ( "Buyer "). This Agreement sometimes refers to Seller or Buyer, as a "Party" or to Seller and Buyer, collectively, as the "Parties ". 2. Property. The term "Property" as used in this Agreement, means the land located at 1900 57th Avenue North, Brooklyn Center, Minnesota 55430, legally described as Lot 6, Block 2, Northbrook Center Addition, Hennepin County, Minnesota and all buildings, structures and improvements located on the land, and all hereditaments and appurtenances to the land. 3. Personal Property. No personal property is included in this Agreement. Seller agrees to remove any personal property, inventory, business fixtures and equipment, trash, refuse and debris from the Property prior to the date of closing, or upon Seller's earlier vacation of the Property. 4. Earnest Monev. Parties agree that no Earnest Money will be paid under this Agreement. 5. Purchase Price. The purchase price for the Property is Four Hundred and Seventy -Three Thousand Two Hundred Dollars ($473,200.00) (the "Purchase Price "). The Parties acknowledge that this purchase is in lieu of acquisition through eminent domain by the Buyer and that this payment is subject to the terms of Section 18. Seller agrees it has no right to Relocation Benefits under Minn. Stat. Section 117.52 in connection with this transaction or, to the extent is has any right to Relocation Benefits, it specifically waives such right. • 1705745v2 1 e 6. Pavment Terms. On the Date of Closing, Buyer shall tender the Purchase Price to Seller by check or wire transferred funds, less the amount of any adjustments or prorations as herein provided. 7. Convevance. On the Date of Closing, Seller shall execute and deliver a Warranty Deed conveying title to the Property to Buyer. The Warranty Deed must be in recordable form. Seller may except from the warranties of title in the Warranty Deed only the following: a. Covenants, conditions, restrictions (without effective forfeiture provisions) and easements of record as of the date hereof, if any, which have been approved in writing by Buyer; b. Reservations of minerals or mineral rights by the State of Minnesota, if any; C. Building and zoning ordinances and stated and federal laws and regulations, including without limitation, subdivision laws; and d. The lien of real estate taxes and installments of special assessments which are payable in the year 2005 and all subsequent years; (collectively, the "Permitted Encumbrances "). • 8. Closing. Seller and Buyer will meet at the offices of Buyer's attorney in St. Paul, Minnesota or at another location mutually acceptable to Seller and Buyer on , 2004 or an earlier date mutually agreeable to Buyer and Seller (the "Date of Closing ") at which time: a. Seller must: (i) execute and deliver to Commercial Partners Title Insurance Company ( "Title "), with copies to Buyer, and make arrangements to have Title record or file in the appropriate county land records, any documents necessary to establish the marketability of Seller's title to the Property, subject only to Permitted Encumbrances; (ii) execute and deliver the Warranty Deed to Buyer; (iii) execute and deliver to Buyer and Buyer's title insurer a Minnesota Uniform Conveyancing Form Affidavit of Seller evidencing the absence of bankruptcies, judgments, tax liens or marriage dissolution proceedings involving parties with the same or similar names as the Seller and evidencing the absence of mechanic's lien rights affecting the Property, unrecorded interests affecting the Property, persons in possession of the Property and known encroachments or boundary line questions affecting the Property; • 1705745v2 2 I (iv) execute and deliver to Buyer a non - foreign affidavit in recordable form containing the information required under Internal Revenue Code Section 1445(b)(2) and any regulations relating thereto; (v) execute and deliver to the closing agent a Federal Tax Reporting Form 1099; (vi) execute and deliver to Title, with a copy to Buyer, a completed Minnesota Department of Health Well Disclosure Certificate or include on the Warranty Deed the statement "The Seller certifies that the Seller does not know of any wells on the described real property "; (vii) deliver to Buyer, if the Property is Abstract property, the original abstract of title for the Property; (viii) provide Title with all information necessary to allow Title to complete a Certificate of Real Estate Value and execute the Certificate of Real Estate Value; (ix) pay or provide evidence of payment of the following: the fees due upon the recording any documents necessary to place record title in the condition provided for in this Agreement; real estate taxes due and payable for the year 2004 and all preceding years, pending special assessments and levied special • assessments pursuant to the provisions of Section 10; b. Buyer must: (i) tender the Purchase Price to Seller ursuant to the provisions of P P Section , 6; (ii) pay or provide evidence of payment of the following: all costs for the Title Commitment, as defined in Section 9; the premium for Buyer's owner's policy of title insurance, if any; the fees due upon the recording the Warranty Deed; and Title's fee to conduct and insure the closing of this transaction. 9. Evidence of Title. Buyer acknowledges that it will obtain a commitment for Title Insurance issued by Commercial Partners Title Insurance Company ( "Title Company ") under its File No. with an effective date of covering the Property ( "Commitment "). A copy of the Commitment shall be delivered to Seller. Seller will comply with the requirements set forth in the Commitment and will undertake any title clearing measures necessary to deliver title to the Property in a condition required by Section 7 of this Agreement, including any encumbrances or liens that are not permitted encumbrances. i 10. Real Estate Taxes and Special Assessments. The Parties will pay the real estate taxes (which term, as used in this Agreement, will include service charges assessed against real property on an annual basis pursuant to Minnesota Statutes 429.101) and special assessments as • follows: 1705745v2 3 i I • a. On or before the Date of Closing, Seller will pay the real estate taxes, special assessments and any penalties and interest thereon due and payable with respect to the Property for all years prior to the year of Closing; b. On or before the Date of Closing, Seller will pay or provide for the payment of all special assessments levied or pending against the Property as of the Date of Closing, including special assessments certified for payment with the current year's real estate taxes C. Seller will pay all real estate taxes which are payable in the year of closing (2004), including those which are not yet due. d. Buyer will pay all real estate taxes due and payable in the years following the year of closing. 11. Seller's Representations and Warranties. Seller makes the following representations and warranties to Buyer: a. The individual(s) executing this Agreement on behalf of Seller have the legal authority to execute this Agreement on behalf of Seller and to bind Seller. Seller has the legal and entity authority to enter into this Agreement to sell the Property. • b. There are no unsatisfied judgments of record against Seller. C. There are no state or federal tax liens filed against Seller. d. There has been no labor or materials ordered by Seller and furnished to the Property for which payment has not been made. e. There are no unrecorded mortgages, contracts, acquisition agreements, options, leases, easements or other agreements or interest relating to the Property except the Lease. f. There are no persons in possession of any portion of the Property under a lease or any other agreement. g. To the best of Seller's actual knowledge, that there are no encroachments or boundary line questions affecting the Property. h. Seller is the fee owner of the Property subject only to Permitted Encumbrances. i. To the best of Seller's actual knowledge there is no action, litigation, governmental investigation or administrative proceeding of any kind pending against Seller or involving any portion of Property, and no third party has threatened Seller with commencement of any such action, litigation, investigation or administrative proceeding. • 1705745v2 4 • o or septic j. To the best of Seller's actual knowled there are no wells p systems located on the Property. k. To the best of Seller's actual knowledge, there are no underground or above ground storage tanks of any size or type located on the Property. 1. To the best of Seller's actual knowledge there are no Hazardous Substances located on the Property; the Property is not subject to any liens or claims by government or regulatory agencies or third parties arising from the release or threatened release of Hazardous Substances in, on or about Property; and Property has not been used in connection with the generation, disposal, storage, treatment or transportation of Hazardous Substances except as follows: For purposes of this Agreement, the term "Hazardous Substance" includes but is not limited to substances defined as "hazardous substances," "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response Compensation Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq., and substances defined as "hazardous wastes," "hazardous substances," "pollutants, or contaminants" as defined in the Minnesota Environmental Response and Liability Act, Minnesota Statutes, § 115B.02. The term "hazardous substance" will also include asbestos, polychlorinated biphenyls, petroleum, including crude oil or any fraction thereof, petroleum products, heating oil, natural gas, natural gas liquids, • liquified natural gas, or synthetic gas useable for fuel (or mixtures of natural gas and synthetic gas). If, at any time prior to the Date of Closing, Seller acquires actual knowledge of events or circumstances which render the representations set forth in this Section 11 inaccurate in any respect, Seller must immediately notify Buyer, in writing. The warranties set forth above survive the closing of this transaction and Seller's delivery of the Warranty Deed to Buyer. 12. Seller Indemnification. Seller must indemnify and defend Buyer against and hold Buyer harmless from any and all claims, causes of action, administrative orders, costs, expenses and liabilities of every kind and nature and howsoever originating and existing, arising out of Seller's operation or ownership of the Property prior to the Date of Closing, whether currently known or unknown including, but not limited to, claims for environmental contamination of the Property and including Buyer's attorneys fees and costs incurred in defending against claims to establish or enforce such liabilities. This provision will survive the closing of this transaction and Seller's delivery of the Warranty Deed to Buyer. 13. Buyer's Inspection. At all times prior to the Date of Closing, Buyer and its agents have the right, upon reasonable oral notice to Seller, to go upon the Property to survey and inspect the Property and to determine the condition of the Property, including specifically the presence or absence of hazardous substances, petroleum products and asbestos in, on, or about the Property and the condition of the Property's soils and subsoils. Seller agrees to cooperate with Buyer in this regard. Buyer agrees to indemnify and defend Seller from and to hold Seller harmless against any and all claims, causes of action or expenses, including attorneys • fees, relating to or arising from Buyer's presence on the Property prior to the Date of Closing. 1705745v2 5 Except for the representations and warranties made in this Section 11 of this Agreement b p � gT Y Seller, Buyer is relying on its investigation of the Property and is purchasing the Property in its "AS IS WHERE IS" condition. 14. Buver's Contingencies. Buyer's obligations under this Agreement are contingent on: a. Seller's timely performance of each of Seller's obligations under this Agreement; b. Buyer's determination that the representations set forth in Section 11 are true, when made, and remain true as of the Date of Closing; and C. Buyer's determination, in Buyer's sole discretion, based on the information and inspections described in Section 13 above and any other relevant information, that the physical and environmental condition of the Property is acceptable to Buyer. The contingencies described in this Section 14 are conditions precedent to Buyer's obligation to perform its obligations under this Agreement. If Buyer does not satisfy one or more of the contingencies described in this Section 14 on or before the Date of Closing, Buyer may terminate this Agreement pursuant to Section 17. Buyer may, at any time, unilaterally waive one or more of these contingencies by written notice to Seller. By terminating this Agreement, Buyer does not, in any way, waive its right to acquire the Property by eminent domain, now or in the future. • 15. Casualtv Loss. If, at any time prior to the Date of Closing, all or any part of the Property is damaged by fire or other casualty loss, Seller must immediately notify Buyer, in writing, of the nature and extent of the casualty loss. In the event of such loss the Parties will nevertheless proceed to closing pursuant to the terms of this Agreement, provided Seller has in full force and effect the insurance required herein. Seller must tender to Buyer, at closing, any casualty insurance proceeds Seller has received as a result of the casualty loss (exclusive of any casualty insurance proceeds Seller has received as compensation for loss or damage to personal property); Seller must assign to Buyer, at closing, the right to receive any casualty insurance proceeds (exclusive of any casualty insurance proceeds Seller is entitled to receive as compensation for loss or damage to personal property) to which Seller is entitled; and Seller must vacate the Property. Seller must maintain, at all times between the date of this Agreement and Seller's vacation of the Property, casualty insurance insuring the Property against damage by fire or other casualties in the amount of the full replacement cost of the improvements located on and constituting a part of the Property. 16. Default If any Party defaults in the performance of any of the Party's obligations under this Agreement: a. If Seller defaults in the performance of any of its obligations under this Agreement, Buyer may elect to terminate the Agreement by written notice to the defaulting party and may pursue an eminent domain proceeding to conclusion to acquire such party's rights. • 1705745v2 6 I • b. If Buyer defaults in the performance of any of its obligations under this Agreement, the Seller may terminate this Agreement pursuant to the procedures regarding cancellation of the contracts for the sale of real property set forth at Minnesota Statute Section 559.21. Notwithstanding the foregoing, Buyer may pursue eminent domain proceedings to conclusion. 17. Termination of this Agreement. Sections 14 and 16 of this Agreement allow Buyer to terminate this Agreement under certain conditions. The following procedures govern Buyer's exercise of its termination rights: a. If Buyer intends to terminate this Agreement pursuant to one of the above - referenced Sections, Buyer must notify Seller, in writing, of Buyer's intent to terminate this Agreement; b. Buyer's notice must recite the Section of this Agreement that authorizes Buyer's termination of this Agreement and must describe the facts and circumstances Buyer asserts justify termination under the referenced Section; C. Buyer's notice of termination is effective as of the date Buyer deposits the notice of termination with the United States Postal Service, with all necessary postage paid, for delivery to Seller via certified mail, return receipt requested at the address set forth in Section 1 above. If Buyer delivers a notice of termination in a different manner • than described in the preceding sentence, the notice of termination is effective as of the date Seller actually receives the notice of termination; d. If Seller disputes Buyer's right to terminate this Agreement, Seller must so notify Buyer, in writing, within three (3) business days of Seller's receipt of Buyer's notice of termination; e. If Seller does not dispute the Buyer's right to terminate the Agreement, Buyer must execute and deliver to Seller a recordable quit claim deed conveying the Property to Seller; f. If the Parties dispute the validity of an attempted termination of this Agreement, either Party may initiate a civil action in a court of competent jurisdiction to determine the status of this Agreement, and the Party that prevails in any such action is entitled to recover, the costs and reasonable attorneys' fees which such Party incurs in the action from the non - prevailing Party. 18. Special Provisions Relating to Eminent Domain. a. The parties acknowledge and agree that the acquisition contemplated hereby is made in lieu of, and under the threat of Buyer's acquisition of the Property under its power of eminent domain. The Buyer is an "acquiring authority" within the meaning of Minn. Stat. Section 117.50- 117.56 and Buyer is acquiring the Property in lieu of eminent domain. Buyer is required to provide certain relocation assistance, services, • payments and benefits to Seller pursuant to Minn. Stat. Section 117.52. 1705745v2 7 • b Seller is aware of the types and amounts of relocation assistance, services, payments and benefits for which an owner may be eligible under state and federal law and based on such knowledge, Seller agrees that Seller is not eligible for and has no right to any relocation benefits in connection with this transaction. In the alternative, to the extent that Seller may be eligible for any such benefits, Seller agrees that it has been compensated for any such relocation a ments or benefits b receiving the acquisition P Y y g price. C. Seller acknowledges that if Buyer exercises any condition described in this Agreement and does not purchase the Property under this Agreement, Seller has no right to make a claim that Buyer is obligated to buy the Property because Buyer is an "acquiring authority" as described herein. In addition, Buyer's failure to buy under this Agreement shall not be construed to be a waiver of Buyer's right to acquire the Property by eminent domain, now or in the future. 19. Time Time is of the essence for all provisions of this Agreement. 20. Survival of Terms. The Parties' obligations under this Agreement and the representations and warranties which the Parties recite in this Agreement survive Seller's delivery of the Warranty Deed to Buyer and the closing of this transaction. The Parties' obligations under this Agreement are binding on the parties and the parties' personal representatives, heirs, devisees, successors and assigns. • 21. Notices All notices provided for in this Agreement shall be in writing. The notice shall be effective as of the date two days after the Party sending such notice deposits the notice with the United States Postal Service with all necessary postage paid, for delivery to the other Party via certified mail, return receipt requested, at the address set forth in Section 1 above. If Party delivers a notice provided for in this Agreement in a different manner than described in the preceding sentence, notice shall be effective as of the date the other party actually receives the notice. The Party sending the notice should also mail a copy of the notice to the Parties' respective attorneys via first class United States mail at the addresses set forth below: Attorney for Buyer: Daniel J. Cole, Jr. Marc J Manderscheid Briggs and Morgan, P.A. W -2200 First National Bank Bldg. 332 Minnesota Street Saint Paul, MN 55101 Attorney for Seller: 22. Full Agreement. The Parties acknowledge that this Agreement represents the full and complete agreement of the Parties relating to the purchase and sale of the Property and all matters related to the purchase and sale of the Property. This Agreement supersedes and • 1705745v2 8 • replaces an prior agreements, either r Y p �' oral or written, and any amendments or modifications to this Agreement must be in writing and executed by both Parties to be effective. 23. Brokers. Each party represents to the other that neither is or has been represented by a broker in this transaction and neither Buyer nor Seller shall pay or be responsible for any real estate brokerage commissions or fees in this transaction. Each party shall indemnify the other against any and all claims for real estate brokerage commissions or fees in connection with this transaction made by a party claiming through an indemnifying party. 24. Governine Law. This Agreement has been made under the laws of the State of Minnesota and such laws shall control its interpretation. 25. Offer Only. This contract constitutes an offer to purchase only until executed by both parties and such offer will be deemed withdrawn unless accepted by Seller by executing this Agreement within 5 days of receipt thereof. (Signatures appear on following pages) • 1705745v2 9 • Dated: , 2004 SELLER: 4 STAR REAL ESTATE LLC By: Its: By: Its: Separate signature page to Purchase Agreement relating to 1900 57th Avenue North, Brooklyn Center, Minnesota. 1705745v2 10 I Dated: , 2004 BUYER: ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF BROOKLYN CENTER By: Executive Director By: President Separate signature page to Purchase Agreement relating to 1900 57th Avenue North, Brooklyn Center, Minnesota. • 1705745v2 11