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HomeMy WebLinkAbout2012-015 EDAR Commissioner Kay Lasman introduced the following resolution and moved its adoption: EDA RESOLUTION NO. 2012-15 RESOLUTION APPROVING A FIRST AMENDMENT TO PURCHASE AGREEMENT AND A FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BE IT RESOLVED By the Board of Commissioners (the"Board") of the Economic Development Authority of the City of Brooklyn Center("EDA")as follows: Section 1. Recitals. 1.01. Shingle Creek, LLC (the "Developer") has heretofore entered into a Development Agreement by and between the EDA and the Developer dated June 17, 2011 (the "Development Agreement"). 1.02. The Development Agreement requires completion of the Minimum Improvements(as defined in the Development Agreement),including the"reskinning"of the Food Court Building(as defined in the Development Agreement), by December 31, 2012 and the Developer has requested that EDA extend the required completion date for the"reskinning"of the Food Court Building(as defined in the Development Agreement)to September 30, 2013. 1.03. The EDA and the Developer have proposed to amend the Development Agreement to provide, among other things, for the later completion of the "reskinning" of the Food Court Building(the"Development Agreement Amendment"). 1.04. The Developer has heretofore entered into a Purchase Agreement by and between the EDA and the Developer dated June 28, 2011 (the "Purchase Agreement"). 1.05. The Purchase Agreement requires closing on the acquisition of the Land(as defined in the Purchase Agreement),no later than June 30,2016 and the Developer has requested that EDA extend the required closing date to no later than June 30, 2017. 1.06 The EDA and the Developer have proposed to amend the Purchase Agreement to provide for the later closing date (the "Purchase Agreement Amendment' and, together with the Development Agreement Amendment, the"Amendments"). Section 2. EDA Approval; Further Proceedings. 2.01. The Amendments as presented to the Board are hereby in all respects approved, in substantially the forms submitted, together with any related documents necessary in connection therewith including but not limited to a satisfaction of mortgage (collectively, the "Amendment Documents") and the President and the Executive Director are hereby authorized and directed to o execute the Amendment Documents n behalf of the EDA. EDA RESOLUTION NO. 2012-15 2.02 The approval hereby given to the Amendment Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof,deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the officers authorized herein to execute said documents prior to their execution;and said officers are hereby authorized to approve said changes on behalf of the EDA. The execution of any instrument by the appropriate officers of the EDA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of the officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official,or by such other officer or officers of the Board as, in the opinion of the City Attorney, may act in their behalf. October 8 2012 Date President The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Dan Ryan and upon vote being taken thereon, the following voted in favor thereof: Tim Willson,:r-Cdrol Kleven, Kay Lasman, Lin Myszkowsk.i, and Dan Ryan; and the following voted against the same: none; whereupon said resolution was declared duly passed and adopted. EDA RESOLUTION NO.2012-15 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT By and Between ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER,MINNESOTA AND- SHINGLE CREEK,LLC Dated as of: June 17,2011 First Amendment Dated as of: October_,2012 This document was drafted by: KENNEDY& GRAVEN, CHARTERED(JSB) 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis,Minnesota 55402 Telephone: (612) 337-9300 409919v2 JSB BR291-304 EDA RESOLUTION NO. 2012-15 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT, made on or as of the _ day of October, 2012, by and between the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority"), and SHINGLE CREEK, LLC, a Minnesota limited liability company(the"Developer"). WITNESSETH: WHEREAS, the Authority and the Developer heretofore entered into a Development Agreement by and between the Authority and the Developer dated June 17,2011 and recorded in the Office of the Hennepin County Registrar of Titles on June 30, 2011 as Document No. T4868196 (the "Original Agreement") in connection with the construction of certain Minimum Improvements (as defined therein) in the Authority's Tax Increment Financing District No. 5 (A Renewal and Renovation District). The Original Agreement was recorded against title to Lots 2 through 17, Block 1, Lot 2, Block 2 and Outlot A, SHINGLE CREEK CROSSING, Hennepin County, Minnesota according to the recorded plat thereof, except that part formally described as Tract A, Registered Land Survey 1649, Hennepin County, Minnesota (the "Developer Property"); and WHEREAS, the Original Agreement requires completion of the Minimum Improvements (as defined in the Development Agreement), including the "re-skinning" of the Food Court Building (as defined in the Development Agreement), by December 31, 2012 and the Developer has requested that EDA extend the required completion date for the "re-skinning" of the Food Court Building(as defined in the Development Agreement)to September 30,2013; and WHEREAS, THE DEVELOPER and the Authority have proposed to amend the Original Agreement as provided herein; NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto,the parties agree as follows: 1. The initial paragraph of the Original Agreement is amended in its entirety to read as follows: "THIS DEVELOPMENT AGREEMENT is made and entered into this 17th day of June, 2011, by and between the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority"), and SHINGLE CREEK, LLC, a Delaware limited liability company (the "Developer"). The Parties intend for the covenants and restrictions set forth in this Agreement to run with title to all of the Developer Property until such time 409919v2 JSB BR291-304 EDA RESOLUTION NO.2012-15 as the Developer is entitled to receive the Primary Certificate of Completion described in Section 4.9. From and after the time the Developer is entitled to receive the Primary Certificate of Completion described in Section 4.9, the Parties intend for the covenants and restrictions set forth in this Agreement to run with title to Lot 3, Block 1, SHINGLE CREEK CROSSING, Hennepin County, Minnesota, according to the recorded plat thereof(the "Food Court Parcel") and to only run'with title to the Food Court Parcel until such time as the Developer is entitled to receive the Food Court Certificate of Completion described in Section 4.9. Notwithstanding that this Development Agreement may cease to run with title to all or any portion of the Developer Property as set forth above, the covenants and restrictions set forth in this Agreement remain the personal obligation of the Developer and any successor in title to all or any portion of the Developer Property to whom the Developer expressly assigns the Developer's obligations under this Agreement in accordance with Section 8.2(b)(ii). This Agreement does not run with title to the Walmart Parcel and is not binding on the owner of the Walmart Parcel." 2. Section 1.1 of the Original Agreement is amended to delete the definition of "Completion Date". 3. The definition of "Certificate of Completion" set forth in Section 1.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following: "`Certificate of Completion' means, collectively, the Primary Certificate of Completion in substantially the form attached hereto as Exhibit B-1 and the Food Court Certificate of Completion in substantially the form attached hereto as Exhibit B-2." 4. Section 1.1 of the Original Agreement is amended to add the definition of"Food Court Parcel"as follows: "`Food Court Parcel' means Lot 3, Block 1, SHINGLE CREEK CROSSING, Hennepin County, Minnesota, according to the recorded plat thereof." 5. Section 1.1 of the Original Agreement is amended to add the definition of"Food Court Parking and Streetscaping"as follows: "`Food Court Parking and Streetscaping' means construction of interior roadways, parking lots and sidewalks on or adjacent to the Food Court Parcel, and the installation of pedestrian/street lighting and landscaping of the Food Court Parcel to achieve a "Town Center" look, all consistent with the Site Plan and Phasing Exhibit approved as a part of the PUD." 409919v2 JSB BP291-304 2 EDA RESOLUTION NO.2012-15 6. The definition of "Phase H Parcels" set forth in Section 1.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following: "`Phase H Parcels' means the real property legally described in Exhibit I hereto." 7. Section 2.2(1) of the Original Agreement is amended in its 'entirety to read as follows: "(1) The Developer expects that the construction of the Minimum Improvements will begin on or before July 1, 2011 and, barring Unavoidable Delays, will be substantially completed leted not later than - December 31 2012 other than the "re-skinning"kinnin g" of the Food Court Building, which together with the Food Court Parking and Streetscaping, barring Unavoidable Delays, the Developer expects will be substantially completed not later than September 30,2013." 8. Section 4.1 of the Original Agreement is amended in its entirety to read as follows: "Section 4.1 - Planned Unit Development. Developer has obtained City approval of a planned unit development for the Development Property, the Midas Parcel and the EDA Parcel (as amended from time to time, the "PUD") and a preliminary plat and final plat of the Development Property, the Midas Parcel and the EDA Parcel and has or is, contemporaneously With Developer's execution of this Agreement, entering into a development agreement (as amended from time to time, the "PUD Agreement") that addresses planning and land use requirements." 9. Section 4.4(a) of the Original Agreement is amended in its entirety to read as follows: "(a) Subject to the terms and conditions of this Agreement, the Developer will commence construction of the Minimum Improvements by July 1, 2011 and, barring Unavoidable Delays, will cause the Minimum Improvements to be substantially completed not later than December 31, 2012 other than the "re-skinning" of the Food Court Building, which together with the Food Court Parking and Streetscaping, barring Unavoidable Delays, the Developer will cause to be substantially completed not later than September 30, 2013. The term "commence" means the making of visible improvements, including without limitation asbestos abatement and subsurface excavation but excludin g mere surface grading." 409919v2 JSB BR291-304 3 EDA RESOLUTION NO. 2012-15 10. Section 4.4(b) of the Original Agreement is amended in its entirety to read as follows: "(b) The Developer will construct, or cause to be constructed, the Minimum Improvements on the Development Property in substantial conformity with the Construction Plans approved by the Authority and the PUD. Prior to delivery of the Primary Certificate of Completion referred to in Section 4.9 hereof,upon the request of the Authority,the Developer will provide the Authority reasonable access to the Development Property. Prior to delivery of the Food Court Certificate of Completion referred to in Section 4.9 hereof, upon the request of the Authority, the Developer will provide the Authority reasonable access to the Food Court Parcel. "Reasonable access" means at least one site inspection per week during regular business hours. During construction of the Minimum Improvements, the Developer will deliver quarterly progress reports to the Authority." 11. Section 4.9 of the Original Agreement is amended in its entirety to read as follows: "Section 4.9 Certificates of Completion. (a) The Developer shall notify the Authority when the construction of ents other than the "re-skinning" of the Food ' 'mum Improvements,the M1m p g Court Building, has been completed. The Authority shall, within 14 days after such notification, inspect the Minimum Improvements, other than the "re-skinning" of the Food Court Building, to determine whether those Minimum Improvements have been constructed in substantial conformity with the approved Construction Plans. If the Authority determines that those Minimum Improvements have not been constructed in substantial conformity with the approved Construction Plans, the Authority shall, within 28 days after the Developer's notification of completion of construction, deliver a written statement to the Developer indicating in adequate detail the specific respects in which those Minimum Improvements have not been constructed in substantial conformity with the approved Construction Plans and the Developer shall promptly remedy such deficiencies, or cause such deficiencies to be remedied. If the Authority determines that the Minimum Improvements other than the "re skinning" of the Food Court Building have been constructed in substantial conformity with the applicable approved Construction Plans, the Authority shall furnish to the Developer a certificate of completion in the form attached hereto as Exhibit B-1 (the "Primary Certificate of Completion") certifying the completion of the Minimum Improvements other than the "re-skinning" of'the Food Court Building. The Primary Certificate of Completion issued for the Minimum Improvements, other than the "re- skinning" of the Food Court Building shall conclusively satisfy and 409919v2 JSB BR291-304 4 EDA RESOLUTION NO.2012-15 terminate the agreements and covenants of the Developer in this Agreement to construct the Minimum Improvements other than the "re- skinning" of the Food Court Building only. The issuance of the Primary Certificate of Completion shall not be construed to relieve the Developer of any approval required by any City department in connection with the construction, completion or occupancy of the Minimum Improvements nor shall it relieve the Developer of any other obligations under this Agreement. (b) The Developer shall notify the Authority when the "re-skinning" of the Food Court Building and the Food Court Parking and Streetscaping have been completed. The Authority shall, within 14 days after such notification, inspect the Food Court Building to determine whether the "re- skinning" and the Food Court Parking and Streetscaping have been completed in substantial conformity with the approved Construction Plans and PUD. If the Authority determines that the "re-skinning" and the Food Court Parking and Streetscaping have not been completed in substantial conformity with the approved Construction Plans and the PUD, the Authority shall, within 28 days after the Developer's notification of completion of construction, deliver a written statement to the Developer indicating in adequate detail the specific respects in which the "re- skinning" and/or the Food Court Parking and Streetscaping have not been completed in substantial conformity with the approved Construction Plans, and the Developer shall promptly remedy such deficiencies, or cause such deficiencies to be remedied. If the Authority determines that the "re- skinning" of the Food Court Building and the Food Court Parking and Streetscaping have been completed in substantial conformity with the applicable approved Construction Plans and the PUD, the Authority shall furnish to the Developer a certificate of completion in the form attached hereto as Exhibit B-2 (the "Food Court Certificate of Completion") certifying the completion of the "re-skinning" of the Food Court Building and the Food Court Parking and Streetscaping. The Food Court Certificate of Completion issued for the "re-skinning" of the Food Court Building and the Food Court Parking and Streetscaping shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement to re-skin the Food Court Building and construct the Food Court Parking and Streetscaping only. The issuance of the Food Court Certificate of Completion shall not be construed to relieve the Developer of any approval required by any City department in connection with the construction, completion or occupancy of the Minimum Improvements nor shall it relieve the Developer of any other obligations under this Agreement." 12. Notwithstanding anything to the contrary set forth in the Original Agreement or the Minimum Improvements Forgivable Loan Promissory Note,the Authority hereby determines and agrees that the Developer has met the conditions for the deemed payment of the Minimum 409919v2 JSB BR291-304 5 EDA RESOLUTION NO. 2012-15 Improvements Forgivable Loan pursuant to Section 5.2(c) of the Original Agreement. The Developer acknowledges that the Authority has delivered the cancelled Minimum Improvements Forgivable Note and a satisfaction of mortgage with respect to the Lots 15 and 16 Mortgage. 13. Section 53(a) of the Original Agreement is amended in its entirety to read as follows: "(a) the TIF Note shall be dated, issued in a principal amount equal to the Reimbursement Amount and delivered to the Developer when the Developer shall have demonstrated in writing to the reasonable satisfaction of the Authority that (A) the Developer has satisfied all of the conditions set forth in Section 5.2(c); (B) construction of the Walmart Store has been substantially completed; (C) the Developer has substantially completed the Minimum Improvements other than the "re-skinning" of the Food Court Building; and (D) the Developer has submitted signed settlement statements showing the cost of the Development Property and submitted paid invoices for any other Eligible Costs not previously reimbursed in an amount not less than the Reimbursement Amount." 14. Section 5.4(c) of the Original Agreement is amended in its entirety to read as follows: "(c) If, on or before the Additional Improvements Note Maturity Date, the Developer (i) constructs (or, in the case of the Food Court Building, renovates) and obtains certificates of occupancy for not less than 239,000 .square feet of buildings constituting Additional Improvements on the Phase II Parcels, and (ii) no Event of Default exists hereunder, the principal of and interest on the Additional Improvements Forgivable Loan shall be deemed p aid in full and the Authority shall satisfy and release the Kohl's Parcel Mortgage on such date." 15. Section 5.4(d) of the Original Agreement is, amended in its entirety to read as follows: "(d) If, on or before the Additional Improvements Note Maturity Date, Court Building, the Food , . the Developer (1) constructs (or, m the ease of g renovates) and obtains certificates of occupancy for less than 239,000 square feet of buildings constituting Additional Improvements on the Phase II Parcels, and (ii) no Event of Default exists hereunder, the principal of and interest on the Additional Improvements Forgivable Loan shall be deemed paid on the Additional Improvements Note Maturity Date in an amount determined by multiplying the principal amount of the Additional Improvements Forgivable Loan by a fraction,the numerator of which is the square footage of Additional Improvements for which the Developer has obtained certificates of occupancy by the Additional Improvements Note Maturity Date and the denominator of which is 239,000. The Developer 409919v2 JSB BP291-304 6 EDA RESOLUTION NO. 2012-15 shall repay the remaining balance of the Additional Improvements Forgivable Note plus accrued interest thereon on the Additional Improvements Note Maturity Date and the Authority shall satisfy and release the Kohl's Parcel Mortgage upon receipt of such payment." 16. The introductory clause of Section 7.1(b) of the Original Agreement is amended is Y i n i entirety to read as follows: Improvements (b) Upon completion of construction of the Additional Im p the Developer owns and prior to the Additional Improvements Note Maturity Date, the Developer shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows:" 17. Section 9.2(a) of the Original Agreement is amended in its entirety to read as follows: "(a) the Developer shall fail to begin construction of the Minimum ( ) p g Improvements or, subject to Unavoidable Delays, to proceed with due diligence to complete the Minimum Improvements as provided in Section 4.4, as amended, and by the dates set forth therein, or the Developer shall default in or violate its obligations with respect to the construction of the Minimum Improvements (including the nature thereof) and such failure, default, or violation, shall not be cured within 30 days after written notice to do so. Notwithstanding the foregoing, if the default reasonably requires more than 30 days s to cure such default shall not constitute an Event of Default, p g provided that the curing of the default is promptly commenced upon receipt by the Developer of the notice of the default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that Developer keeps the Authority well informed at all times of its progress in curing the default; provided in no event, other than as a result of Unavoidable Delays, shall such additional cure period extend beyond 180 days;" 18. Section 9.4(b) of the Original Agreement is amended in its entirety to read as follows: "(b) Withhold the Primary Certificate of Completion for the Minimum " e Food Court Building, n of th the "re-skinning" Improvements other than g withhold the Food Court Certificate of Completion or withhold both the Primary Certificate of Completion and the Food Court Certificate of Completion." 19. Except as hereby amended, all other terms and conditions of the Original Agreement shall remain in full force and effect. 409919v2 JSB BR291-304 7 EDA RESOLUTION NO.2012-15 IN WITNESS WHEREOF, the Authority has caused this First Amendment to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Developer has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By President By Executive Director Signature pages to First Amendment to Development Agreement 409919v2 JSB BR291-304 S-1 EDA RESOLUTION NO.2012-15 SHINGLE CREEK, LLC, a Minnesota limited liability company By: Its: Signature pages to First Amendment to Development Agreement 409919v2 JSB BR291-304 S-2 EDA RESOLUTION NO.2012-15 EXHIBIT B-1 PRIMARY CERTIFICATE OF COMPLETION WHEREAS, the Economic Development Authority of Brooklyn Center, Minnesota, Minnesota (the "Authority"), a body corporate and politic subdivision of the State of Minnesota and Shingle Creek, LLC, a Delaware limited liability company (the "Developer") have entered into a Development Agreement dated June 17, 2011 (the "Development Agreement") and filed for record June 30, 2011, as Document Number T4868190, in the Office of the Hennepin County Registrar of Titles; and WHEREAS, the Development Agreement requires the Developer to construct certain Minimum Improvements (as that term is defined in the Development Agreement); WHEREAS, the Developer has constructed the Minimum Improvements other than the "re-skinning of the Food Court Building (as those term are defined in the Development Agreement) in a manner deemed sufficient by the Authority to permit the execution of this certification and the release of Lot 2, Block 1; Lots 4 through 17, Block 1; Lot 2, Block 2; and Outlot A, SHINGLE CREEK CROSSING, Hennepin County, Minnesota, according to the recorded plat thereof, except that part formally described as Tract A, Registered Lands Survey 1649, Hennepin County, Minnesota (the "Released Property") from the terms and conditions of the Development Agreement; NOW,THEREFORE,this is to certify that the Developer has constructed the Minimum II Improvements other than the "re-skinning" of the Food Court Building. As a result, the Authority hereby releases the Released Property from the terms of the Development Agreement and the Development Agreement shall no longer run with title to the Released Property or bind successors in title to the Released Property. It is the intention of the Authority and the Developer that after this Primary Certificate of Completion is memorialized on the Certificates of Title to the Released Property, the Hennepin County Registrar of Titles will omit the memorial of the Development Agreement and the memorial of this Primary Certificate of Completion from future certificates of title for all or any portion of the Released Property. Notwithstanding the Authority's release of the Released Property from the terms and conditions of the Development Agreement, the covenants and restrictions set forth in the Development Agreement remain the personal obligation of the Developer and any successor in title to all or any portion of the Developer Property, as defined in the Development Agreement, to whom the Developer expressly assigns the Developer's obligations under the Development Agreement in accordance with Section 8.2(b)(ii) of the Development Agreement. 409919v2 JSB BR291-304 B-1-1 EDA RESOLUTION NO.2012-15 IN WITNESS WHEREOF,the Authority has caused this Certificate of Completion to be executed with by its duly authorized officer as of the day of 20 . ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By President By Executive Director STATE OF MINNESOTA) ) ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 20_, by , the President and ,the Executive Director Of the Economic Development Authority of Brooklyn Center, Minnesota, a municipal corporation and politic subdivision organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public 409919v2 JSB BP291-304 B-1-2 EDA RESOLUTION NO.2012-15 EXHIBIT B-2 FOOD COURT CERTIFICATE OF COMPLETION WHEREAS, the Economic Development Authority of Brooklyn Center, Minnesota, Minnesota (the "Authority"), a body corporate and politic subdivision of the State of Minnesota and Shingle Creek, LLC, a Delaware limited liability company (the "Developer") have entered into a Development Agreement dated June 17, 2011 (the "Development Agreement") and filed for record June 30, 2011, as Document Number T4868190, in the Office of the Hennepin County Registrar of Titles; and WHEREAS, the Development Agreement requires the Developer to "re-skin" the Food Court Building and complete the Food Court Parking and Streetscaping (as those terms are defined in the Development Agreement); WHEREAS,the Developer has "re-skinned"the Food Court Building and completed the Food Court Parking and Streetscaping (as those terms are defined in the Development Agreement) in a manner deemed sufficient by the Authority to permit the execution of this certification and the release of Lot 3, Block l; SHINGLE CREEK CROSSING, Hennepin County, Minnesota according to the recorded plat thereof, except that part formally described as Tract A, Registered Lands Survey 1649, Hennepin County, Minnesota(the "Released Property") from the terms and conditions of the Development Agreement; NOW, THEREFORE, this is to certify that the Developer has completed the "re- skinning" of the Food Court Building and completed the Food Court Parking and Streetscaping. As a result, the Authority hereby releases the Released Property from the terms of the Development Agreement, and the Development Agreement shall no longer run with title to the Released Property or bind successors in title to the Released Property. It is the intention of the Authority and the Developer that after this Food Court Certificate of Completion is memorialized under the Certificates of Title to the Released Property, the Hennepin County Registrar of Titles will omit the memorial of the Development Agreement and the memorial of this Food Court Certificate of Completion from future certificates of title for all or any portion of the Released Property. Notwithstanding the Authority's release of the Released Property from the terms and conditions of the Development Agreement,the covenants and restrictions set forth in the Development Agreement remain the personal obligation of the Developer and any successor in title to all or any portion of the Developer Property, as defined in the Development Agreement, to whom the Developer expressly assigns the Developer's obligations under the Development Agreement in accordance with Section 8.2(b)(ii)of the Development Agreement. 409919v2 JSB BR291-304 B-1-1 EDA RESOLUTION NO.2012-15 IN WITNESS WHEREOF, the Authority has caused this Certificate of Completion to be executed with by its duly authorized officer as of the day of '20 . ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By President By Executive Director STATE OF MINNESOTA) ) ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 20_,by ,the President and ,the Executive Director of the Economic Development Authority of Brooklyn Center, Minnesota, Minnesota, a municipal corporation and politic subdivision organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public 409919v2 JSB BP 291-304 B-1-2 EDA RESOLUTION NO.2012-15 EXHIBIT I LEGAL DESCRIPTION OF THE PHASE II PARCELS Lots 2 through 17, Block 1 and Lot 1, Block 2, SHINGLE CREEK CROSSING, Hennepin County, Minnesota,according to the recorded plat thereof 409919v2 JSB BP 291-304 I-1 EDA RESOLUTION NO. 2012-15 FIRST AMENDMENT TO PURCHASE AGREEMENT By and Between ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER,NIINNESOTA AND SHINGLE CREEK,LLC Dated as of: June 28,2011 First Amendment Dated as of. October_,2012 This document was drafted by: KENNEDY& GRAVEN,CHARTERED (JSB) 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis,Minnesota 55402 Telephone: (612) 337-9300 411010v2 JSB BP291-304 EDA RESOLUTION NO. 2012-15 FIRST AMENDMENT TO PURCHASE AGREEMENT THIS FIRST AMENDMENT, made on or as of the_ day of October, 2012, by and between the ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority"), and SHINGLE CREEK, LLC, a Minnesota limited liability company(the"Developer"). WITNESSETH: WHEREAS, the Authority and the Developer heretofore entered into a Purchase Agreement by and between the Authority and the Developer dated June 28, 2011 (the "Original Agreement") in connection with the purchase by the Developer from the Authority of certain property located in the City of Brooklyn Center, Hennepin County, Minnesota legally described as Lot 1, Block 2, SHINGLE CREEK CROSSING, Hennepin County, Minnesota, according to the recorded plat thereof, formerly described as Tract A Registered Land Survey Number 1430, Hennepin County, Minnesota (the "Land"); and WHEREAS, the Original Agreement requires closing on the acquisition of the Land no later than June 30, 2016 and the Developer has requested that EDA extend the required closing date to later than June 30, 2017; and WHEREAS, THE DEVELOPER and the Authority have proposed to amend the Original Agreement as provided herein; NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto,the parties agree as follows: 1. The introductory clause of Section 7 of the Original Agreement is amended in its entirety to read as follows: 667. Closin . The Parties must meet at the offices of Seller at 6301 - Shingle Creek Parkway, Brooklyn Center, Minnesota on the date.60 days following the Purchaser's delivery of written notice to the Seller that the Purchaser intends to close on the purchase of the Land, or such other date as the Parties may establish by written agreement,but in no event later than June 30,2017, (the"Date of Closing"), at which time:" 2. Purchaser has closed on the purchase of the Midas Property, as defined in the Original Agreement and has demolished the automobile repair facility located on the Midas Property as contemplated in Section 7(b)(i)(2) of the Original Agreement. Therefore, Section 7(b)(i)(2)of the Original Agreement is amended in its entirety to read as follows: 411010v2 JSB BR291-304 EDA RESOLUTION NO.2012-15 "(2) Deliver to the Seller evidence that,to the best of Purchaser's actual knowledge, no Event of Default under the Development Agreement, dated as of June 17, 2011, as the same may be amended from time to time, between the Seller and the Purchaser (the "Development Agreement") exists and remains uncured after the period allowed therein; and" 3. The introductory clause of Section 21 of the Original Agreement is amended in its entirety to read as follows: 6621. Time. Time is of the essence for all provisions of this Agreement. If Seller and Purchaser have not previously closed pursuant to this Agreement, this Agreement shall terminate and have no further force or effect after June 30, 2017." 4. Except as hereby amended, all other terms and conditions of the Original Agreement shall remain in full force and effect. (The remainder of this page is intentionally left blank.) 411010v1 JSB BP291-304 2 EDA RESOLUTION NO.2012-15 IN WITNESS WHEREOF, the Authority has caused this First Amendment to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Developer has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By President By Executive Director Signature pages to First Amendment to Purchase Agreement 411010v1 JSB BR291-304 S-1 EDA RESOLUTION NO.2012-15 SHINGLE CREEK,LLC, a Minnesota limited liability company By: Its: Signature pages to First Amendment to Purchase Agreement 411010v1 JSB BR291-304 S-2