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HomeMy WebLinkAbout2017 05-22 EDAPEDA Agenda EDA MEETING City of Brooklyn Center May 22, 2017 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 podium. 2. Doll 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 fiom the consent agenda and considered at the end of Commission Consideration Items. a. Approval of Minutes 1. March 27, 2017 — Regular Session b. Resolution Authorizing Lease Extension for Innovative Presentations Inc. at Earle Brown Heritage Center 4. Commission Consideration Items a. Resolution Authorizing the Acquisition of Lot 2, Block 1, Regal Road Development Addition, Hennepin County, Minnesota, to Facilitate Redevelopment Opportunities within the Northwest Quadrant of the I-694 and Hwy 252 Interchange (6330 Camden Avenue North) 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 MARCH 27, 2017 CITY HALL — COUNCIL CHAMBERS 1. CALL TO ORDER The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to order by President Tim Willson at 8:01 p.m. 2. ROLL CALL President Tim Willson and Commissioners Marquita Butler, April Graves, and Dan Ryan were present. Commissioner Kris Lawrence -Anderson was absent and excused. Also present were Executive Director Curt Boganey, Deputy City Manager Reggie Edwards, Finance Director Nate Reinhardt, Public Works Director/City Engineer Steve Lillehaug, Director of Business and Development Gary Eitel, Communications Coordinator/Planning Specialist Angel Smith, Deputy Director of Building and Community Standards Jesse Anderson, City Attorney Troy Gilchrist, and Michaela Kujawa-Daniels, TimeSaver Off Site Secretarial, Inc. 3. APPROVAL OF AGENDA AND CONSENT AGENDA Commissioner Graves moved and Commissioner Butler seconded to approve the Agenda and Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINUTES 1. February 13, 2017 — Regular Session Motion passed unanimously. 4. COMMISSION CONSIDERATION ITEMS 4a. RESOLUTION NO. 2017-04 AUTHORIZING THE ACQUISTION OF BLIGHTED PROPERTY IN CONNECTION WITH THE REMOVE AND REBUILD PROGRAM (5315 JAMES AVENUE NORTH) Director of Business and Development Gary Eitel introduced the item, discussed the history, and stated the purpose of the proposed resolution. 03/27/17 -1- DRAFT Commissioner Butler moved and Commissioner Graves seconded to adopt RESOLUTION NO. 2017-04 Authorizing the acquisition of blighted property in connection with the remove and rebuild program (5315 James Avenue North). Motion passed unanimously. 5. ADJOURNMENT Commissioner Butler moved and Commissioner Graves seconded adjournment of the Economic Development Authority meeting at 8:03 p.m. Motion passed unanimously 03/27/17 -2- DRAFT EDA Agenda Item No. 3b DATE: April 28, 2017 TO: Curt Boganey, City Mana FROM: Jim Glasoe, Director of Community Activities, Recreation and Services SUBJECT: Resolution Authorizing Lease Extension for Innovative Presentations Inc. at Earle Brown Heritage Center Recommendation: It is recommended that the Economic Development Authority consider a lease extension for Innovative Presentations Inc., for continued use of the Earle Brown Heritage Center "Inn" space. Background: Since the closing of the "Inn on the Farm" more than a decade ago, Innovative Presentations Inc. has occupied 1,511 square feet of the former "Inn" space, designated as Suite 100. Approximately 300 square feet of space is designated office space, while the remainder is storage space for equipment. That lease has now expired and the attached lease extends the agreement for another two years, with an option for an extension in 2019. The revised lease rate is consistent with the current rental rates for the D Barn space, when including the 25% discount on audio visual equipment that is rented for Earle Brown events. This revised lease also includes updated language regarding insurance requirements suggested by our insurance carrier. Budget Issues: The revised lease calls for an annual base rent of $25,680 and the continuation of 25% discount on all audio visual equipment rentals. Strategic Priorities: o Enhanced Community Image Mission: Ensuring are attractive, clean, safe, inclusive community that enhances the quality of life for all people and preserves the public trust its adoption: Commissioner introduced the following resolution and moved EDA RESOLUTION NO. RESOLUTION AUTHORIZING LEASE EXTENSION FOR INNOVATIVE PRESENTATIONS INC. AT EARLE BROWN HERITAGE CENTER WHEREAS, the Executive Director has reported the Innovative Presentations Inc. lease of the Earle Brown Heritage Center "Inn" has expired; and the space; and WHEREAS, Innovative Presentations Inc. wishes to continue leasing the space; and WHEREAS, staff continues to believe this use constitutes the highest and best use of WHEREAS, the Executive Director has negotiated a lease extension. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota, that the Executive Director is authorized to execute a lease extension for Innovative Presentations Inc.'s use of the Earle Brown Heritage Center cc Inn» May 22, 2017 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. LEASE THIS LEASE AGREEMENT (the "Lease") made and entered into on this day of , 2017, by and between Economic Development Authority of the City of Brooklyn Center, a public body corporate and politic under Minnesota law, whose address is c/o General Manager, Earle Brown Heritage Center, 6155 Earle Brown Drive, Brooklyn Center, MN 55430 (referred to as "Landlord") and Innovative Presentations Inc., a corporation under Minnesota law, whose address is 6235 Earle Brown Drive, Suite 200, Brooklyn Center, MN 55430 (hereinafter referred to as "Tenant"). The Landlord and Tenant, in consideration of the mutual promises set out herein, hereby agree as follows: ARTICLE I — BASIC LEASE PROVISIONS 1.1 LANDLORD: Brooklyn Center Economic Development Authority 6155 Earle Brown Drive Brooklyn Center, MN 55430 1.2 TENANT: Innovative Presentations Inc. 6150 Summit Drive North, Suite 100 Brooklyn Center, MN 55430 1.3 ORIGINAL TERM: Two (2) years. 1.4 TERM COMMENCEMENT DATE: May 1, 2017 1.5 RENT COMMENCEMENT DATE: May 1, 2017 1.6 RENEWAL TERMS: One renewal of two years, as more specifically set forth at Section 2.3 of this Lease. 1.7 BASE RENT: Twenty five thousand six hundred eighty seven ($25,680.00 per annum), payable in monthly installments of two thousand one hundred forty ($2,140.00) on or before the first day of each month, subject to adjustment as set forth in Article 3 below. 1 4963330 TJGBR291-373 ARTICLE II - GRANT; TERM AND EXTENSION OPTIONS 2.1 DEMISED PREMISES; COMMON AREAS. In consideration of the rents, covenants and agreements herein reserved and contained on the part of Tenant to be performed, Landlord does hereby lease to Tenant the office space designated as Suite 100, consisting of 1,511 square feet and located on the parcel of land at 6150 Summit Drive North, Suite 100, Brooklyn Center, Minnesota, County of Hennepin, State of Minnesota legally described on Exhibit A attached hereto (hereinafter referred to as the "Demised Premises"). As part of the lease of the Demised Premises, Landlord hereby leases to Tenant all fixtures and equipment located in or on the Demised Premises. Throughout the term of this Lease, Tenant shall have: (a) the exclusive right to use the leasehold improvements in the Demised Premises; and (b) the non-exclusive right to use the parking lot located south of the Demised Premises and sidewalks between the Demised Premises and parking lot, in common with Landlord and other tenants of the Earle Brown Heritage Center ("Center") and their respective agents, employees, and invitees. Tenant's non-exclusive use of the sidewalks and parking lot shall be subject to such reasonable limitations as Landlord may from time to time impose, as long as such limitations do not interfere in any material respect with Tenant's rights to obtain access to the Demised Premises. 2.2 TERM COMMENCEMENT. The term of this Lease shall commence upon May 1, 2017 and the lease shall expire on April 30, 2019 (the "Term Expiration Date"), subject to renewal as provided in section 2.3 below, unless sooner terminated as provided in this Lease. 2.3. AUTOMATIC RENEWAL. This Term of this Lease shall be automatically extended for an additional two year period (the "Extended Term") unless, at least 90 days prior to the Term Expiration Date, the Tenant provides Landlord with written notice of Tenant's intention not to renew. From and after commencement of the Extended Term, all of the other terms, covenants and conditions of the Lease shall apply, and references to the Term shall be deemed to include the Extended Term. 2.4. TERMINATION BY NOTICE. Either party may terminate this Lease by giving written notice to the other party at least 90 days in advance of the date of termination. ARTICLE III - RENT 3.1 RENT COMMENCEMENT. Tenant's obligation to pay rent will commence on Rent Commencement Date. 3.2. RENT. Following the Rent Commencement and during the term hereof Tenant agrees to pay to Landlord at Earle Brown Heritage Center, 6155 Earle Brown Drive, Brooklyn Center, Minnesota 55430 or at such other place as the Landlord may from time to time designate in writing, "base rent" for the Demised Premises as set forth at Section 1.7 above. Such payments shall be made in advance on the first of each month, without deduction or set-off. Rent for any partial month shall be pro rated. 3.3 ADJUSTMENTS TO RENT. Please see Section 17.11 2 4963330 TJG BR291-373 3.4 ADDITIONAL RENT. Any other charges to be paid by the Tenant pursuant to the provisions of any other sections of this Lease shall be designated as "additional rent." For convenience, Tenant may include payment for such charges and the "base rent" in one monthly check, provided all "additional rent" items are shown separately from "base rent" thereon. Such "additional rent" shall not for any reason be considered as "base rent" as hereinabove defined. Failure of Tenant to pay "additional rent" shall give Landlord the right to declare an event of default. 3.5 RENT DELINQUENCIES. Should the Tenant, for any reason whatsoever, fail to pay, when the same is due and payable, any "base rent" and/or "additional rent" and should said rent not be paid within ten (10) days of due date, Tenant shall pay a late penalty equal to ten percent (10%) of total rents due. In addition, all unpaid rents shall bear interest from the date due to the date of payment at the rate of six percent (6%) per annum. 3.6 NET -NET LEASE. This is a net -net lease; "base rent" shall be net of all costs and expenses of owning and operating the Demised Premises, including maintenance and insurance, except as provided at Sections 7.1 and 10.2 of this Lease. Tenant shall have no right of set-off or reduction with respect to any rent or payment due under this Lease except as provided in this Lease. Base rent, additional rent, and any other monetary obligation of Tenant herein are sometimes called "rent" in this Lease. ARTICLE IV — ACCEPTANCE OF DEMISED PREMISES 4.1 NO WARRANTY OF CONDITION OF PREMISES. Landlord makes no warranties or representations of any kind in connection with the quality or condition of the Demised Premises, and Tenant shall rely solely upon any prior inspections Tenant may have made in connection with the transaction contemplated by this Lease. Tenant acknowledges for Tenant and its successors, heirs and assignees, (A) that Tenant will be given a reasonable opportunity to inspect and investigate the Demised Premises, all improvements thereon and all aspects relating thereto, either independently or through agents and experts of Tenant's choosing, and (B) that Tenant is leasing the Demised Premises based upon Tenant's own investigation and inspection thereof. Landlord and Tenant agree that (except as otherwise specifically provided herein) the Demised Premises is leased and that Tenant accepts possession of the Demised Premises as of the Term Commencement Date "As Is, Where Is, With All Faults" with no right of set-off or reduction in rent subject to the provisions of this Lease. ARTICLE V — TAXES AND SPECIAL ASSESSMENTS 5.1 TAXES AND SPECIAL ASSESSMENTS. Provided that Tenant shall timely make all payments of rent required hereunder, Landlord shall pay before delinquent all real estate taxes and installments of special assessments with respect to the Demised Premises due and payable during the term of this Lease. 5.2 PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges that are levied and assessed against Tenant's 3 4963330 TJG BR291-373 personal property installed or located in or on the Demised Premises and that become payable during the term of this Lease. ARTICLE VI - USE OF PREMISES 6.1 TENANT'S USE. During the term of this Lease, the Tenant shall use the Demised Premises solely for the purpose of office space. 6.2 COMPLIANCE WITH LAWS AND REGULATIONS (a) Tenant covenants and agrees that at all times during the term hereof it will maintain and conduct its business insofar as the same relates to the occupancy of the Demised Premises in such a manner and under such regulations that are in strict compliance with any and all applicable governmental and/or quasi -governmental laws, rules, regulations and orders, as well as any and all applicable provisions of insurance underwriters at the Demised Premises. Tenant shall indemnify Landlord, Landlord's insurer, and the property of Landlord against any and all claims or losses or actions or causes of action resulting from Tenant's failure to comply with said laws, rules, regulations and orders and underwriting provisions. (b) Tenant hereby agrees to maintain the premises and operate its business in accordance with the ADA (Americans with Disabilities Act), codified at 42 USC Chapter 126). Failure to do so shall operate as an event of default and a breach of the Lease. Among other requirements that may apply to the Demised Premises, Title III of the ADA requires owners and tenants of "public accommodations" to remove barriers in order to allow access by disabled persons and to provide auxiliary aids and services for hearing, vision or speech impaired persons. Detailed regulations can be found at 28 CFR Part 36. 6.3 AFFIRMATIVE COVENANTS OF TENANT. Without in any way limiting or restricting other covenants of Tenant elsewhere in this Lease contained, the Tenant affirmatively covenants and agrees as follows: (a) Tenant shall neither permit or suffer and conduct, noise, odor or other nuisance in, on or about said Demised Premises to annoy or disturb any persons occupying adjacent premises or common areas; (b) Tenant shall keep the Demised Premises, including all service and/or loading areas for the Demised Premises, flee from all litter, dirt and obstructions; (c) Tenant shall arrange for and accept deliveries only at such times, in the areas, and through the entrances designated for such purpose by Landlord; (d) Tenant shall keep said Demised Premises clean and in the sanitary condition required by ordinance and regulations of any governmental or quasi -governmental unit having jurisdiction; L! 4963330 T7G BR291-373 (e) Tenant shall neither permit nor suffer the Demised Premises, or the walls, ceilings or floors thereof to be endangered by overloading; (f) Tenant shall not use or permit the Demised Premises to be used for any purpose or purposes other than that set forth in Section 6.1 hereof, (g) Tenant will control its patrons to prevent drunken, unruly or obnoxious behavior. ARTICLE VII - MAINTENANCE AND REPAIRS 7.1 LANDLORD'S MAINTENANCE AND REPAIR OBLIGATIONS. Subject to Article XI, Landlord shall operate, maintain and make all necessary repairs and replacements to: (a) the structural portions of the Building; (b) the exterior walls of the Building, including glass and glazing; (c) the roof; (d) exterior windows; (e) mechanical, electrical, plumbing, life safety, heating, venting, air conditioning and other building systems; (f) sidewalks, parking areas and landscaped areas adjacent to the Demised Premises; and (g) damage (other than casualty damage) caused by the negligence or willful misconduct of Landlord or its agents, employees or contractors, in each case, throughout the Term. The repair and replacement obligations of Landlord following damage to or destruction of the Demised Premises as a result of condemnation or casualty are governed by Article XI, not by this Section 7.1. 7.2 TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS. Subject to: (a) reasonable wear and tear (but only to an extent consistent with the Demised Premises remaining in good condition and repair); (b) casualty damage for which it is not the responsibility of Tenant to perform restoration or repair in accordance with this Lease; (c) damage (other than casualty damage) caused by the negligence or deliberate misconduct of Landlord or Landlord's agents, employees or contractors; (d) damage that is covered by the property and casualty insurance policy or policies on the Demised Premises required to be maintained by Landlord under this Lease (or would be covered if Landlord were maintaining such insurance) (to the extent actually covered, taking into account the deductibles, policy limits and exclusions of such insurance policies); (e) damage that is Landlord's obligation under this Lease to remedy or that results from Landlord's failure to fulfill such obligations; and, (f) damage to the interior of the Demised Premises resulting from causes outside the Demised Premises other than Tenant's acts or omissions; Tenant shall maintain, and make non-structural repairs to, the Demised Premises and keep the same in good condition and repair. Subject to the preceding sentence, Tenant's obligation shall include the obligation to maintain and repair all nonstructural walls; floor coverings; ceilings; partitions, and all other fixtures, appliances and facilities furnished by Landlord or Tenant within the Demised Premises, and shall also include the obligation to repair all damage caused by the negligence or deliberate misconduct of Tenant, its agents, employees, invitees and licensees to the Demised Premises, whatever the scope of the work of maintenance or repair required. Subject to Article XI, nothing contained in this Section 7.2 shall be deemed to impose upon Tenant the obligation to perform work or maintenance or repair to the extent required by reason of Landlord's negligence, willful misconduct or wrongful acts or those of Landlord's agents, employees or contractors. 5 4963330 TJG BR291-373 7.3 SURRENDER OF PREMISES. At the expiration or termination of this Lease, Tenant shall surrender the Demised Premises in the same condition as existed on the Term Commencement Date, ordinary wear and tear excepted. All fixtures which have become attached shall be part of the Demised Premises, except trade fixtures. Further, within ninety (90) days prior to the expiration of the term, Landlord shall during reasonable business hours, have the right to show the Demised Premises to third parties for the purposes of again leasing same. ARTICLE VIII — UTILITIES AND SIGNAGE 8.1 UTILITIES PROVIDED BY LANDLORD. Subject to Sections 8.3 and 8.4, Landlord shall cause public utilities and/or public agencies to furnish to the Demised Premises the following utility services: gas for heat, electricity, domestic water, and sewer; and, Landlord shall timely pay the bills for those services. Tenant shall have no obligation to reimburse Landlord for utilities. 8.2 TELECOMMUNICATIONS. All telephone and other telecommunications connections and services for the Demised Premises shall be contracted directly between Tenant and service providers reasonably satisfactory to Landlord. Tenant shall pay for all telecommunications services furnished the Tenant for use in the Demised Premises. 8.3 SUPPLY OF UTILITY SERVICES. Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electricity, water, sewer, or gas furnished by reason of any change, requirement, act, neglect or omission of the public utility serving the Demised Premises or for any reason not attributed to Landlord. 8.4 INTERRUPTION OR DISCONTINUANCE OF LANDLORD'S SERVICE. Tenant agrees that Landlord shall not be liable for failure to supply any service when Landlord uses reasonable diligence to supply the same, it being understood that Landlord reserves the right to temporarily discontinue such services, or any of them, at such times as may be necessary by reason of accident, unavailability of employees, failure of supply, repairs, alterations or improvements, or by reason of fire, strikes, flood, lockouts, riots, acts of God or any other happening beyond the reasonable control of Landlord. When Landlord causes services to be rendered by independent third parties, Landlord shall have no liability for the performance thereof or liability therefor. 8.6 GARBAGE AND REFUSE COLLECTION. All garbage and refuse shall be placed in containers provided by Landlord for that purpose on the grounds of the Center. 8.7 SIGNAGE. Tenant may not install any signs, numerals, letters or other graphics on the exterior of, or which may be visible from outside the Demised Premises, without Landlord's prior written approval, which approval may not be unreasonably withheld. Landlord shall install at Landlord's expense in a place mutually agreed upon by Landlord and Tenant. ARTICLE IX - ALTERATIONS 9.1 ALTERATIONS. Tenant may, from time to time during the term, make, at its own cost and expense, any alterations or changes in the interior of the Demised Premises in good and 0 4963330 TJG BR291-373 workmanlike manner in compliance with all applicable requirements of law, provided Tenant follows the notice procedure and obtains Landlord's consent where required, all in accordance with this Article. Landlord agrees to cooperate with Tenant for the purpose of securing necessary permits for any changes, alterations, or additions permitted under this section without expense to the Landlord. Upon completion of such alterations, Tenant shall present to Landlord a copy of the endorsement to Tenant's fire and extended coverage insurance policy which endorsement shall incorporate said alterations into the policy. All costs of any such work shall be paid promptly by Tenant so as to prevent the assertion of any liens for labor or materials. Tenant agrees to advise Landlord in writing of the date upon which such alterations will commence in order to permit Landlord to post notice of non -responsibility. 9.2 NOTICE TO LANDLORD. Prior to the initiation of any alterations, Tenant shall give Landlord written notice thereof and specify the work to be performed in reasonable detail and include the names of the contractors and materialmen to be utilized. After receipt of said notice, Landlord shall have a reasonable period of time during which it shall make a determination, in its sole discretion, as to whether or not the proposed work would create a structural or design change at the Demised Premises. Tenant shall provide Landlord upon request with any further information reasonably necessary for such determination by Landlord, and Tenant shall not commence work or accept materials prior to receiving written notice of Landlord's determination. If Landlord determines that the proposed work would create a structural or design change, then the same must be approved in writing by Landlord prior to the commencement of any work or the. delivery of any materials therefor. ARTICLE X — INSURANCE, RELEASE, INDEMNIFICATION 10.1 TENANT'S INSURANCE. (a) Liability Insurance. Tenant shall, during the term of this Lease, keep in full force and effect a policy of commercial general liability insurance with a limit of liability coverage of not less than $1,000,000.00 per occurrence and an "umbrella" insurance policy with a limit of liability coverage of not less than $2,000,000.00. The policy shall name Landlord as additional insured and shall contain clauses that losses shall be payable notwithstanding any act or negligence of the insured which might otherwise result in forfeiture of said insurance, and that the insurer will not cancel or change the insurance without first giving the Landlord thirty (30) days prior written notice. The insurance shall be with an insurance company approved to do business in Minnesota and reasonably acceptable to Landlord. Tenant shall deliver a copy of the policy or a certificate of insurance to Landlord prior to taking possession of the Demised Premises, and a renewal certificate at least thirty (30) days prior to the expiration of any policy term. (b) Personal Property Insurance. Tenant agrees to carry, at its expense, insurance against fire, vandalism, and malicious mischief insuring Tenant's trade fixtures, furnishings, equipment, and all other items of personal property of Tenant located on or within the Premises in an amount not less than one hundred percent (100%) of the full insurable value of all such property combined. 7 4963330 TJG BR291-373 10.2 LANDLORD'S INSURANCE. Landlord shall, during the term of this Lease, keep in force and effect a policy of property damage insurance on and for the Demised Premises to cover the same against loss or damage occasioned by fire, vandalism, and malicious mischief, and such other hazards as may be occasioned by Landlord's ownership of the Demised Premises, with coverage of not less than one hundred percent (100%) of the full insurable value of the Demised Premises. To the extent the insurance maintained by Landlord in accordance with this Section 10.2 overlaps with the insurance to be maintained by Tenant pursuant to Section 10.1(b), above, Tenant's insurance shall be primary. 10.3 PROTECTION FROM SUBROGATION. Anything in this Lease to the contrary notwithstanding, neither Landlord nor Tenant shall be liable to the other for any business interruption or any loss or damage to property or injury to or death of persons occurring on the Demised Premises or the adjoining of properties, mall areas, sidewalks, streets or alleys, or in any manner growing out of or connected with Tenant's use and occupation of the Demised Premises, or the condition thereof or of mall areas, sidewalks, streets or alleys adjoining, caused by the negligence or other fault of Landlord or Tenant or of their respective agents, employees, subtenants, licensees or assignees to the extent that such business interruption or loss or damage to property or injury to or death of person is covered by or indemnified by proceeds received from insurance carried by other party (regardless of whether such insurance is payable to or protects Landlord or Tenant or both) or for which such party is otherwise reimbursed; and Landlord and Tenant each hereby respectively waive all rights of recovery against the other, its agents, employees, subtenants, licensees and assignees, for any such loss or damage to properly or injury to or death of persons to the extent the same is covered or indemnified by proceeds received from any such insurance, or for which reimbursement is otherwise received. It is expressly understood that Landlord shall not be liable to Tenant for any damages incurred by the latter as a result of the above and foregoing events; save and except as to any such damages caused by the willful or wanton conduct of Landlord, its agents or employees, provided such damages are not recoverable by Tenant pursuant to the insurance policies required to be provided by Tenant under this Lease or otherwise. 10.4 RELEASE. Each party hereto ("Releasing Party") hereby releases the other ("Released Party") from any liability which the Released Party would, but for this paragraph, have had to the Releasing Party arising out of or in connection with any accident or occurrence or casualty: (a) which is or would be covered by a fire and extended coverage policy (with vandalism and malicious mischief endorsement attached) or by a sprinkler leakage' or water damage policy in the state in which the Demised Premises is located regardless of whether or not such coverage is being carried by the Releasing Party, and (b) to the extent of recovery under any other casualty or property damage insurance being carried by the releasing Party at the time of such accident or occurrence or casualty, which accident or occurrence or casualty may have resulted in whole or in part from the act of neglect of the Released Party, its officers, agents or employees, provided, however, the release hereinabove set forth shall become inoperative and 4963330 TJGBR291-373 null and void if the Releasing Party contracts for the insurance required to be carried under the terms of this Lease with an insurance company which: (1) Takes the position that the existence of such release vitiates or would adversely affect any policy so insuring the Releasing Party in a substantial manner and notice thereof is given to the Released Party at the time coverage is bound, or (2) Requires the payment of a higher premium by reason of the existence of such release, unless in the latter case the Released Party within ten (10) days after notice thereof before coverage is bound from the Releasing Party pays such increase in premium. 10.5 INDEMNIFICATION. Except for claims arising out of the willful or negligent act of Landlord or its agents, Tenant shall indemnify and defend Landlord against all claims, expenses and liabilities incurred, including reasonable attorneys' fees, in connection with loss of life, personal injury, and/or damage to property arising out of any occurrence in, upon or at the Demised Premises, or the occupancy or use thereof by Tenant, or occasioned wholly or in part by any act or omission of Tenant, its agents, employees, contractors, sublessees, concessionaires or licensees. ARTICLE XI - DESTRUCTION AND RESTORATION 11.1 RESTORATION OPTION IF MORE THAN 30% DAMAGED. If the Demised Premises shall be damaged to the extent of thirty percent (30%) or more of the cost of replacement thereof or damaged by any uninsured casualty, Landlord shall have the option to rebuild or to terminate this Lease by exercise of notice to Tenant given not more year from -the date of such damage. 11.2 RESTORATION OPTION IF LESS THAN 30% DAMAGED. (a) If the Demised Premises shall be damaged to the extent of less than thirty percent (30%) of the cost of replacement by fire or other casualty covered by Landlord's policy of fire coverage insurance during the term of this Lease the base rental herein shall abate as of the date of the occurrence in accordance with the provisions of Section 11.2(b), and the Landlord shall restore the Demised Premises. If such an event occurs during the last one (1) year of this Lease or extension thereof, then Landlord shall have the option to rebuild or terminate this Lease to be exercised by notice to tenant given not more than six (6) months from the date of such damage. (b) In the event of such partial destruction or damage whereby Tenant shall be deprived of occupancy and use for only a portion of the Demised Premises, then "base rent" shall be equitably apportioned according to the area of the Demised Premises which is unusable by Tenant from the date of occurrence, until such time as the Demised Premises are repaired or restored as provided herein. 9 4963330 TJG BR291-373 11.3 TOTAL DESTRUCTION. In the event of total destruction of the Demised Premises, Tenant's rent shall completely abate from the date of such destruction. If Landlord elects to rebuild as aforesaid, Tenant's rent shall completely abate from the date of such destruction until forty-five (45) days after the date when Landlord notifies tenant that the shell of the Demised Premises is ready for commencement of Tenant's work, or upon the day when Tenant opens for business, whichever event shall first occur. 11.4 ADDITIONAL HAZARDS. Tenant covenants and agrees that it will not do or permit anything to be done in or upon the Demised Premises or bring in anything or keep anything therein which shall cause the cancellation of Tenant's insurance policies, or increase the rate of insurance, on the Demised Premises above the standard rate on said premises and building. Tenant further agrees that in the event it shall do anything to so increase the insurance rate, Tenant shall promptly pay to Landlord on demand any such increase resulting therefrom, which shall be due and payable as "additional rent" hereunder. At Tenant's request, Landlord shall make available for Tenant's inspection during regular business hours, all documents pertaining to Landlord's calculation of Tenant's "additional rent" required under this section. Said "additional rent" shall be due and payable as billed by Landlord. 11.5 NOTICE. Tenant shall give immediate written notice to Landlord of any damage caused to the Demised Premises by fire or other casualty; or of any cancellation or reduction of Tenant's insurance coverage required pursuant to this Lease. 11.6 ABATEMENT. Tenant agrees that during any period of reconstruction or repair of the Demised Premises. it will continue the operation of its business within the Demised Premises to the extent practicable. If Landlord is required to repair and rebuild, then during the period from the occurrence of the casualty until Landlords repairs are completed, the "base rent" set forth herein shall be reduced to such extent as may be fair and reasonable under the circumstances; however, there shall be no abatement of the other charges provided for herein. 10 4963330 TJG BR291-373 ARTICLE XII -EMINENT DOMAIN 12.1 PARTIAL OR TOTAL CONDEMNATION. If the whole or any part of the Demised Premises or the structure encompassing same shall be taken by any public authority under the power of eminent domain, the Tenant shall have no claim to, nor shall Tenant be entitled to, any portion of any award, for damages or otherwise. In the event only a portion of the Demised Premises are taken, the Lease shall terminate as to the part taken, and the rent and other charges herein reserved shall be adjusted for the remainder of the Demised Premises so that the Tenant shall be required to pay for the balance of the term that portion of the rent reserved which the value of the part of the Demised Premises remaining after condemnation bears to the value of the Demised Premises immediately prior to the date of condemnation. The rental and other charges shall be apportioned as aforesaid by agreement between the parties or by arbitration or legal proceedings, but pending such determination the Tenant shall pay at the time and in the manner above provided the rental herein reserved and all other charges herein required to be paid by the Tenant, without deduction, and upon such determination, the Tenant shall be entitled to credit for any excess rentals paid. If, however, by reason of the condemnation there is not sufficient space left in the Demised Premises for the Tenant to reasonably conduct business; then, in such event, the Lease shall terminate. Although all damages in the event of condemnation belong to Landlord whether awarded as compensation for diminution in value of the leasehold or to the fee of the Demised Premises, nothing herein shall be construed to prevent Tenant to claim and recover from the condemning authority such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right for its leasehold interest. ARTICLE XIII - ASSIGNMENT AND SUBLETTING 13.1 CONSENT REQUIRED. Tenant may not assign this Lease and/or sublet the Demised Premises, or any part thereof without in each instance obtaining the prior written consent of the Landlord, which consent shall not be unreasonably withheld. The consent by Landlord to any assignment or subletting may not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or subletting by operation of law. If this Lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, under -tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, under -letting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under -tenant or occupancy as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this Lease and shall not be released from performing any of the terms, covenants, and conditions of this Lease. Tenant shall pay to Landlord any reasonable costs and expenses (including legal fees incurred by Landlord in connection with such assignment or subletting. 11 4963330 TJG BR291-373 ARTICLE XIV - TENANT'S DEFAULT 14.1 EVENTS OF DEFAULT. The following events shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay when due any installment of rent, or other charges provided herein, or any portion thereof and the same shall remain unpaid for a period of three (3) days after the same has become due; or (b) Tenant shall for reasons other than those specifically permitted in this Lease, cease to conduct its normal business operations in the Demised Premises or shall vacate or abandon the Demised Premises. Tenant will be deemed to have vacated, closed or abandoned the Demised Premises if it fails to conduct its business on the Demised Premises during regular working hours for a period or more than ten (10) consecutive business days; or (c) Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises; and does not cause said lien as to Landlord's interest in the property to be released within ten (10) days after written notice from Landlord; or (d) Any representation or warranty made in writing to Landlord in this Lease or in connection with the malting of this Lease, by Tenant or any guarantor, shall prove at any time to have been incorrect in any material respect when made or becomes incorrect; or (e) Tenant or any guarantor shall make an assignment for the benefit of creditors, for a petition in bankruptcy, be adjudicated insolvent or bankrupt or admit in writing the inability to pay debts as they mature, petition or apply to any tribunal for the appointment of a receiver, trustee or similar officer for Tenant or any guarantor or a substantial part of the assets of Tenant or any guarantor, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or if there shall have been filed any such petition or application, or any such proceeding shall have been commenced against Tenant or any guarantor, which remains undismissed for a period of thirty (30) days or more; or Tenant or any guarantor by any act or omission shall indicate their consent to, approval of or acquiescence in any such petition, application or proceeding, or the appointment of a receiver of or any trustee or similar officer for Tenant or any guarantor or any substantial part of any of the properties of Tenant or any guarantor, or shall suffer any such receivership or trusteeship to continue undischarged for a period of thirty (30) days or more; or any judgment, writ, warrant or attachment or execution or similar process shall be issued or levied against a substantial part of the property of Tenant or any guarantor and such judgment, writ, or similar process shall not be released, vacated or fully bonded within thirty (30) days after its issue or levy; or 12 4963330 TJGBR291-373 (f) Tenant shall have failed to comply with any other provisions of this Lease and shall not cure any failure within thirty (30) days, or such longer period of time as may be reasonably required to cure such default, after Landlord, by written notice, has informed Tenant of such noncompliance. 14.2 LANDLORD'S REMEDIES. Upon the occurrence of any of the above -lettered events of default, Landlord shall give Tenant written notice of the default, and Tenant shall have thirty (30) days or such other period as provided under section 14.1 above to cure such default. If the default is not cured within the applicable cure period, Landlord may elect to: (1) terminate this Lease; (2) terminate Tenant's right to possession only without terminating this Lease, hereinafter referred to as re-entry; or (3) pursue any other remedy available at law or in equity. Landlord shall have all remedies provided in the Lease and under governing law. All of the remedies given to Landlord in this Lease or by law shall be cumulative, and the exercise of one right or remedy by landlord shall not impair its right to exercise any other right or remedy. In the event of election under (2) above to terminate Tenant's right to possession only, Landlord may, at Landlord's option, proceed to demand possession by notice and proceeding under the Unlawful Detainer Law of Minnesota and take and hold possession thereof without such proceeding or entry into possession terminating this Lease or releasing Tenant in whole or in part from Tenant's obligation to pay the rent hereunder for the full term. Upon re-entry Landlord may remove all personal property from the Demised Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. Upon and after entry into possession without termination of the Lease, Landlord shall use reasonable efforts to relet the premises, or any part thereof for the account of Tenant, to any other person, firm or corporation, for such rent and other charges for such time and upon such terms as Landlord, in Landlord's sole subjective discretion shall determine, but Landlord shall not be required to accept any potential tenant offered by Tenant or to observe any instruction given by Tenant about such reletting. Landlord may make repairs or redecorate the premises to the extent deemed by the Landlord necessary or commercially reasonable. Notwithstanding any action of possession or re-entry into the Demised Premises by the Landlord as permitted in this Article, or termination of this Lease as permitted under this Section, it is stipulated and agreed that tenant shall remain liable to Landlord for damages for breach of this Lease and of Tenant's covenants hereunder in an amount equal to the total of the following: (a) All fixed base rent, additional rent, Common Facility charges, late charges, additional rent payable for taxes and otherwise, and any and all other charges payable by Tenant hereunder or under other agreements with the Landlord due for the period prior to the date of termination of this Lease or re-entry but unpaid, together with additional late charges from due date until paid; PLUS (b) All costs and expenses incurred by Landlord in connection with re-entry and repossession of the Demised Premises, the repair, renovation, remodeling, or redecoration thereof to the state required by this Lease upon termination or as may be necessary for reletting, and any broker's commissions, attorneys' fees, and other 13 4963330 TJG BR291-373 charges incurred in connection therewith or in connection with reletting the Demised Premises, including attorneys' fees, expended in the collection of an Rents; PLUS (c) A sum equal to the present value of all Rents which would have been payable hereunder after the date of termination or re-entry for the balance of the term of the Lease had the Lease not been terminated or re-entry made, together with interest thereon at the rate of six percent (6%) per annum, or the highest rate permitted by law, whichever is less from due date until paid, PROVIDED THAT, in the event the Demised Premises are relet (which reletting shall in no event relieve or release Tenant of or from liability for damages hereunder) for all or any part of the balance of the original term hereof then, for each month during such reletting for which Landlord receives net avails of such reletting, Tenant shall be entitled to a credit against its liability to Landlord for such month in an amount equal to such net avails, and PROVIDED FURTHER that, in lieu of damages as set forth in the foregoing provisions of this Section, Landlord may waive such foregoing provisions and elect, by written notice to Tenant within ninety 90) days after termination or re-entry, to receive forthwith as liquidated damages for such breach, in addition to the amounts specified above, a sum equal to fifteen percent (15%) of the Rents which would have been due and payable for the portion of the balance of the term of the Lease from the date of early termination or re-entry through the final lease year. 14.3 COSTS, EXPENSES AND ATTORNEYS FEES. If one party is required to seek legal counsel for collection or to commence litigation or arbitration in order to enforce the covenants and agreements in this Lease, the party prevailing in such collection, litigation or arbitration shall have the right to reimbursement from the other party of all reasonable costs, expenses and attorney's fees. ARTICLE XV --ESTOPPEL CERTIFICATE, ATTORNMENT AND SUBORDINATION 15.1 ESTOPPEL CERTIFICATE. Within ten (10) days after the request by Landlord, tenant shall deliver to Landlord a written and acknowledged statement certifying that tenant has accepted possession of the Demised Premises, that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the commencement date and termination date of the Lease, that Landlord is not in default under the Lease (or, if there is a default, stating specifically the default) and the dates to which the "base rent" and other charges have been paid in advance, if any, it being intended that any such statement delivered pursuant to this Article may be relied upon by any prospective purchaser or mortgagee of the fee of the Demised Premises. 15.2 ATTORNMENT. [intentionally left blank] 15.3 ATTORNEY-IN-FACT. Tenant, upon request of any party in interest, shall execute promptly such instruments or certificates to carry out the intent of sections 15.1 and 15.3 14 4963330 TJG BR291-373 above. Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power and authority for the limited purpose of executing and delivering in the name of Tenant such instruments or certificates. 15.4 SUBORDINATION. Upon request of landlord, Tenant shall, in writing, subordinate its rights hereunder to any ground leases or to the lien of any mortgage or mortgages, reasonably acceptable to Tenant, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the land and/or buildings of which the Demised Premises are a part or against any buildings hereafter placed upon the land of which the Demised Premises are parts, and to all advances made or hereafter to be made upon the security thereof, provided Tenant is granted non -disturbance rights. 15.5 RECORDATION. This Lease shall not be recorded without the prior consent of Landlord. Upon the request of Landlord, Tenant shall execute a short form of this Lease which may be recorded in Landlord's sole discretion. 15.6 NOTICE TO MORTGAGEE. After receiving written notice from any person, firm or other entity that it holds a mortgage (which term shall include a deed of trust) which includes as part of the mortgaged property the Demised Premises, Tenant shall so long as such mortgage is outstanding be required to give to such holder a duplicate notice of any notice required to be given to Landlord by this Lease. It is further agreed that such holder shall have the same opportunity to cure any default, and the same time within which to effect such curing, as is avoidable to Landlord; and if necessary to cure such a default, such holder shall have access to the Demised Premises. ARTICLE XVI -- LANDLORD DEFAULT 16.1 DEFAULT NOTICE TO LANDLORD. Should Landlord default in the performance of any of the covenants on the part of the Landlord to be kept or performed and such default shall continue for thirty (30) days after written notice to Landlord from Tenant specifying such default, or should any warranty or representation made by Landlord be untrue and remain untrue after thirty (30) days after written notice from Tenant specifying such untruth, then and only in such event, shall termination of this Lease be effected or action taken or remedy pursued. If the default or untruth is of such character so as to require more than thirty (30) days to remedy, the Landlord shall have a reasonable period in which to remedy the same, provided Landlord is proceeding diligently. Tenant waives its right to make repairs at Landlord's expense. ARTICLE XVII - MISCELLANEOUS PROVISIONS 17.1 HOLDING OVER. In the event that Tenant shall continue to occupy the demised Premises after the expiration of the term of this Lease or written extension of the term hereof without entering into a new Lease or written extension of the term hereof said tenancy shall be construed to be a "tenancy from month to month" upon all of the other terms and conditions herein contained, except where same are not applicable, and except that the rental during such holdover period shall be the then current "base rent" plus thirty percent (30%) thereof and all 15 4963330 TJG BR291-373 "additional rent" shall continue to be paid. Nothing contained in this Lease shall grant Tenant any right to hold over. 17.2 WAIVER. Failure on the part of the Landlord to complain of any action or non- action on the part of Tenant, no matter how long the same may continue, and no matter what other action or non -action by Tenant that Landlord has already complained of shall never be deemed to be a waiver by Landlord of any of his rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by Landlord, shall be construed as a waiver of any of the other provisions hereof and that a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of the Landlord to or of any action by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to or of any subsequent similar act by Tenant. No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to Landlord, even after demand by Landlord for rent pursuant to Tenant's rent default shall be treated otherwise than a payment on account. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that said lesser amount is payment in full shall be given no effect, and Landlord may accept such check without prejudice to any further rights or remedies which Landlord may have against Tenant. Further, failure of the Landlord to. bill timely for taxes or other additional rent as heretofore required shall not be deemed a waiver of Tenant's liability to pay same. 17.3 COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and provisions of this Lease, on payment of the rent and observing, keeping and performing all of the terms and provisions of this Lease on its part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold occupy and enjoy the Demised Premises during the term hereof without hindrance or objection by any persons lawfully claiming under Landlord. 17.4 ENTIRE AGREEMENT. This Lease is executed in identical counterparts, each of which shall constitute an original for all purposes. All previous agreements, whether oral or written, are superseded by and merged into this Lease. Subsequent change shall not be binding unless reduced to writing and signed by the parties hereto. 17.5 INVALIDATION OF PARTICULAR PROVISIONS. If any clause, term or provision of this Lease, or the application thereof to any person or circumstance shall to any extent, be invalid or unenforceable, the remainder of this lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. It is the intention of the parties hereto that in lieu of each clause, term or provision of this Lease that is illegal invalid or unenforceable, there be added as part of this Lease a clause, term or provision similar to such illegal invalid or unenforceable clause, term or provision as may be possible and would be legal valid and enforceable. 16 4963330 TJGBR291-373 17.6 PROVISIONS BINDING. Except as herein otherwise expressly provided, the terms hereof shall be binding upon and shall inure to the benefit of the heirs, successors, assigns and legally appointed representative, respectively, of the Landlord and the Tenant. Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition. 17.7 GOVERNING LAW. The laws of the State of Minnesota shall govern the interpretation, validity, performance and enforcement of this Lease. 17.8 NOTICES. Any notice which is required under this Lease shall be deemed "given" upon hand delivery or three (3) days after prepaid posting in the U. S. Mail whichever shall first occur. Notice shall be addressed to the addresses listed below or to any other address as shall be designated by written notice: If to Landlord: Brooklyn Center EDA c/o General Manager Earle Brown Heritage Center 6155 Earle Brown Drive Brooklyn Center, MN 55430 If to Tenant: Innovative Presentations Inc. 6150 Summit Drive North, 4100 Brooklyn Center, MN 55430 Where in this Lease a certain number of days from date of notice to a given action is specified, unless the specific provision otherwise states, the days shall be counted as follows: The first calendar day shall be excluded and the last day shall be included, unless the last day is a Saturday, Sunday, or legal holiday, in which event the period shall be extended to include the next day which is not a Saturday, Sunday or legal holiday. 17.9 DATE OF LEASE. All references to the "date of this Lease" or "date hereof shall be deemed to be that date on which all parties hereto have executed this Lease. 17.10 HEADINGS. The heading, section numbers and article numbers appearing in this Lease are not intended in any manner to define, limit or describe the scope of any such section or article and are solely inserted for ready reference purposes. 17.11 EQUIPMENT DISCOUNT. At all times that the Lease remains in effect, Tenant will provide a discount of at least 25 percent to Landlord on rental of audio/visual equipment. If audio/visual equipment rental is less than $100,000.00 for any calendar year, tenant will pay an additional flat fee of $1,500.00 to owner. 17 4963330 TJG BR291-373 IN WITNESS WHEREOF, the parties hereto have affixed their signatures the day and year first above written. LANDLORD: Economic Development. Authority of the City of Brooklyn Center ITS: President BY: ITS: Executive Director TENANT: INNOVATIVE PRESENTATIONS INC. ITS: 18 4963330 TJGBR291-373 EXHIBIT A DEMISED PREMISES That part of the following described real property: Tract F, Registered Land Survey No. 1594, Hennepin County, Minnesota Upon which is situated the structure known as " " as depicted on the site plan below: A-1 4963330 TJG BR291-373 EDA Agenda Item No_ 4a DATE: May 22, 2017 TO: Curt Boganey, City Mango) FROM: Gary Eitel, Director of Business & Development �- SUBJECT: Resolution Authorizing the Acquisition of Lot 2, Block 1, Regal Road Development Addition, Hennepin County, Minnesota to Facilitate Redevelopment Opportunities within the Northwest Quadrant of the I-694 and Hwy 252 Interchange (6330 Camden Avenue North) Recommendation: It is recommended that the Economic Development Authority consider approval/adoption of Resolution Authorizing the Acquisition of Lot 2, Block 1, Regal Road Development Addition, Hennepin County, Minnesota to Facilitate Redevelopment Opportunities within the Northwest Quadrant of the I-694 and Hwy 252 Interchange (6330 Camden Avenue North) Background: On March 14, 2016, the City Council adopted the TH 252 Corridor Study Plan as a Planning and Development Guide for TH 252 from I-94/694 to TH 610 which included a recommended interchange access configuration for a full access interchange at 66th Avenue. Attached for your reference are the following: - A copy of Resolution 2016-36, Resolution Adopting the TH 252 Corridor Study as a Planning and Development Guide for TH 252 from I-94/696 to TH 610; - An aerial photograph of the 66th Avenue and TH 252 intersection and surrounding properties. - A visual simulation of the proposed 66th Avenue Interchange. On August 22, 2016, the EDA met in a closed session to discuss an opportunity to acquire the vacant lot (6330 Camden Ave. N.) as part of an overall strategy to enhance the planned redevelopment of the Regal Theater site and facilitate a land exchange with the developer that would provide the EDA with,options to maximize opportunities associated with the future 66th Avenue Interchange improvements. As a result of this meeting a draft purchase agreement was prepared by the City Attorney and provided to the property owner. We then waited for the confidential negotiations between the developer and Regal Theater to be completed. These negotiations have been completed and on May 15, 2017, the City received a zoning/subdivision application by the developer, Top Golf Brooklyn Center, LLC. that included the planned redevelopment of the Regal Theater Site and the adjacent 1.62 acre vacant lot. Attached for your reference are the following: Mission: Ensuring an attractive, clean, safe, inclusive community that enhances the qualify of life for all people and preserves the public trust - A plan illustrating the existing conditions of both lots; - A site plan for the proposed Top Golf facility - A draft schedule illustrating the process to amend the PUD, replat the property, and a property exchange with the EDA. Purchase Agreement for Lot 2, Block 1, regal Road Development Addition: The purchase price of this 1.62 acre commercial lot is $685,000 with a closing date scheduled to occur on or before July 21, 2017, which is approximately 30 days after the City Council is tentatively scheduled to consider the PUD amendment, site plan and preliminary plat. The scheduling of the closing on July 21" facilitates the scheduling of an EDA public hearing for the land exchange with Top Golf and the processing of the final plat. The EDA does have the option to extend the closing date for 30 days; however, the property owner has then requested that $50,000 in non-refundable earnest money be provided to the Title Company in the event the closing is delayed. The attached resolution authorizes the President and Executive Director to execute the purchase agreement. Budget Issues: The proposed acquisition of this lot has been identified as an eligible TIF 3 Pooled Expenditure. Strategic Priorities: 0 Targeted Redevelopment Mission • Ensuring an attractive, clean, safe, inclusive comm unity that enhances the quality of life for all people and preserves the public trust Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. RESOLUTION AUTHORIZING THE ACQUISITION OF LOT 2, BLOCK 1, REGAL ROAD DEVELOPMENT ADDITION, HENNEPIN COUNTY, MINNESOTA TO FACILITATE REDEVELOPMENT OPPORTUNITIES WITHIN THE NORTHWEST QUADRANT OF THE I-694 AND HWY 252 INTERCHANGE (6330 Camden Avenue North) WHEREAS, the Brooklyn Center Economic Development Authority, Minnesota, has hereto established Housing Development and Redevelopment Project No 1 and has established Tax Increment Financing District No. 3, and has adopted a Tax Increment Financing Plan which includes the following objectives: - To enhance the tax base of the City, - To provide maximum opportunity, consistent with the needs of the City for development by private enterprise, - To better utilize vacant or underdeveloped land, - To attract new businesses, - To acquire blighted or deteriorated residential property for rehabilitation or clearance and redevelopment, - To develop housing opportunities for market segments underserved by the City including housing for the disabled and elderly; and WHEREAS, the subject property, Lot 2, Block 1, Regal Road Development Addition, Hennepin County, Minnesota is a 1.62 acre vacant lot within the C-2 Planned Unit Development of the Regal Road Development; and WHEREAS, the owners of the Lot 1, Block 1, Regal Road Development Addition (the Regal Theater Site) have entered into a purchase agreement with Top Golf Brooklyn Center, LLC. For the redevelopment of this 13.64 acre site located at 6420 Camden Avenue North; and WHEREAS, On March 14, 2016 the City Council approved Resolution No. 2016- 36, A Resolution Adopting the TH 252 Corridor Study Plan as a Planning and Development Guide for TH 252 form I-94 /694 to TH 610; and WHEREAS, the planned redevelopment of combined acreage of these two commercial lots provides opportunities to improve the site layout for Top Golf and reserves land that will provide the City with opportunities to complement the planned transportation improvements for the future 66th Avenue and TH 252 Interchange; and WHEREAS, the property owner has agreed to sell the subject property to the EDA for the amount of $685,000; and WHEREAS, Top Golf has provided redevelopment plans for the Regal Road PUD which illustrates the planned redevelopment of Lots 1 and 2, Block 2 Regal Road Development Addition for a Top Golf Recreational and Entertainment Facility and an EDA parcel to facilitate future land use opportunities and transportation improvements associated with the TH 252 Corridor Improvements. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of Brooklyn Center, Minnesota, as follows: 1. The purchase agreement for the Subject Property is hereby approved. 2. The President and Executive Director of the EDA are authorized and directed to execute the purchase agreement, and the Executive Director is authorized and directed to take all such further steps as are necessary to effect the terms thereof. May 22, 2017 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. PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("this Agreement") is made as of this 22nd day of May, 2017 (the "Effective Date"), by and between CROWN BRAWLEY LLC, a Minnesota limited liability company ("Seller"), and ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic under the laws of the State of Minnesota ("Purchaser"). IN CONSIDERATION of this Agreement, Seller and Purchaser agree as follows: 1. Purchase and Sale. Seller shall sell to Purchaser and Purchaser shall purchase from Seller, subject to the terms and conditions of this Agreement, the vacant real property consisting of approximately 1.62 acres located at 6330 Camden Avenue in the City of Brooklyn Center, County of Hennepin, State of Minnesota, and more particularly described on Exhibit A attached hereto and incorporated herein by this reference, together with all improvements, tenements, hereditaments, easements, rights-of-way, privileges, appurtenances and rights to the same belonging to and inuring to the benefit of said real estate (said property and said improvements, rights and privileges are hereinafter referred to as the "Property"). 2. Purchase Price. The purchase price for the Property shall be Six Hundred Eighty- five Thousand and 00/100 Dollars ($685,000.00) (the "Purchase Price"). 3. Payment of Purchase Price. Subject to full and timely performance by Seller, the Purchase Price shall be payable by Purchaser to Seller on the Closing Date (defined in Paragraph 7 herein) as follows: a. In the event that Purchaser shall elect to exercise the option to extend the Closing Date (as that term is defined, and such option is described, in Paragraph 7 ["Closing"] hereof), an earnest money deposit in the amount of Fifty Thousand and 00/100 Dollars ($50,000.00) for such exercise (the "Earnest Money"), in the form of cash or check shall be paid to Commercial Partners Title, LLC (the "Title Company"), at 200 South Sixth Street, Suite 1300, Minneapolis, Minnesota 55402, c/o Robin Armstrong, Commercial Closer, at the time of the exercise of such option, and shall be held by the Title Company in escrow in accordance with this Agreement. b. The Earnest Money (if any) shall be disbursed to Seller at the Closing, as hereafter defined, and shall be applied to the payment of the Purchase Price, unless prior thereto this Agreement shall be terminated in accordance with its terms, in which case the Earnest Money shall be delivered to Purchaser and/or Seller as provided in the applicable termination provision. C. The balance of the Purchase Price, as adjusted for closing pro -rations and adjustments as hereinafter provided, shall be paid by wire transfer through the U.S. Federal Reserve System to the Title Company, as the closer for the transaction contemplated by this Agreement, on or before the Closing Date. 4. Delivery of Documents. On or before five (5) business days after the Effective Date, Seller shall deliver to Purchaser, if in Seller's possession, a copy of any and all data, plans, 490860v5 CBR BR305-142 geological, wetlands and engineering or environmental studies or reports, soils reports, zoning information, water and sewer studies, topographic maps, surveys, plats, prior title insurance commitments and policies (modified to remove the amount of title insurance) and all written information and agreements relating to the Property, including any restrictions regarding the use or development of the Property or any portion thereof (collectively, the "Records"). 5. Due Diligence; Access and Inspection. Seller grants to Purchaser a license to enter onto the Real Property at any time after the Effective Date, upon reasonable prior notice to Seller, at Purchaser's sole cost, expense and risk, to conduct such investigations of the Property as Purchaser in its sole discretion may desire. Purchaser shall have a period of twenty (20) days after the Effective Date (the "Inspection Period") to complete such inspections and examine the Records and to notify Seller that Purchaser, in its sole discretion, has found the condition of the Property to be unsatisfactory. In the event that Purchaser gives ,such notice prior to the expiration of the Inspection Period, then this Agreement shall terminate. Purchaser shall promptly restore the Property to substantially the same condition in which it existed immediately prior to any physical tests conducted by or on behalf of Purchaser. Purchaser shall indemnify and hold Seller and Property harmless from all loss, cost, damage and expense, including reasonable attorneys' fees, which Seller or the Property may suffer or incur as a result of such entry by Purchaser, including without limitation the cost of defending against any claim for a statutory lien against the Real Property resulting from labor, materials, equipment, skill or services furnished with respect to the Property at the request of Purchaser. This indemnification provision shall survive any termination of this Agreement. 6. Conditions of Closing. Notwithstanding anything contained in this Agreement to the contrary, Purchaser shall have no obligation to purchase the Property, and all earnest money shall be returned to Purchaser, if any of the following conditions are not satisfied as of the Closing Date: (a) all of Purchaser's Objections (hereinafter defined) must have been cured or removed, or Purchaser must be assured that, upon Closing, such Objections are cured or removed; (b) no material change shall have occurred in the environmental or physical condition of the Real Property from the Effective Date to the Closing Date. 7. Closing. The closing of the purchase and sale of the Property contemplated by this Agreement (the "Closing") shall occur on July 21, 2017 (the "Closing Date"), or such earlier date as the parties may agree upon. Purchaser shall have the right, at its option, to extend the Closing Date for thirty (30) days, by giving Seller written notice of such exercise and simultaneously delivering the Earnest Money to the Title Company as required by Subparagraph 3.a ("Payment of Purchase Price") hereof. Seller shall deliver possession of the Property on the Closing Date, subject to the Permitted Encumbrances (hereinafter defined). 8. Seller's Closing Documents. On the Closing Date Seller shall execute and deliver to Purchaser the following (collectively, "Seller's Closing Documents"), all in form and substance reasonably satisfactory to Purchaser: a. Deed. A Warranty Deed conveying the Property to Purchaser, free and clear of all encumbrances, except the Permitted Encumbrances. 2 4908600 CBR BR305-142 b. Seller's -4fidavit. An Affidavit of Seller indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the Property, together with whatever standard owner's affidavit and/or indemnity (ALTA form) that may be required by the Title Company to issue an owner's policy of title insurance with standard exceptions deleted. C. FIRPT-4 _4davit. A non -foreign affidavit, properly executed, containing such information as is required by the Internal Revenue Code Section 1445(b)(2) and its regulations. d. IRS Form. A Designation Agreement designating the "reporting person" for purposes of completing Internal Revenue Form 1099 and, if applicable, Internal Revenue Form 8594. e. Bring Down Certificate. A "bring -down" certificate, certifying that all of the warranties made by Seller in this Agreement remain true as of the Closing Date. f. Other Documents. All other documents reasonably determined by the Title Company to be necessary to transfer title to the Property to Purchaser by the Warranty Deed required by Subparagraph 8.a above. 9. Purchaser's Closing Documents. On the Closing Date, Purchaser will execute and deliver to Seller the following ("Purchaser's Closing Documents"): a. Purchase Price. The Purchase Price, by cash or wire transfer of U.S. Federal Funds to be received in the trust account of the Title Company. b. IRS Form. A Designation Agreement designating the "reporting person" for purposes of completing Internal Revenue Form 1099 and, if applicable, Internal Revenue Form 8594. C. Title Documents. Such affidavits of Purchaser, certificates of real estate value, or other documents as may be reasonably required by the Title Company in order to disburse the Purchase Price to Seller. 10. Pro -rations and Allocation of Costs. Seller and Purchaser agree to the following pro -rations and allocation of costs regarding this Agreement: a. Title Insurance and Closing Fee. Purchaser will pay the cost of producing the Commitment (hereinafter defined), and all premiums required for the issuance of any owner's or lender's title policy required by Purchaser. Seller and Purchaser will each pay one-half of any reasonable and customary closing fee or charge for the Closing imposed by any closing agent designated by the Title Company. 490860v5 CBR BR305-142 b. Deed Tax; Mortgage Registry Tax. Seller shall pay all State Deed Tax regarding the Warranty Deed to be delivered by Seller under this Agreement. Purchaser shall pay all Mortgage Registry Tax regarding the recording of any mortgage being granted by Purchaser. C. Real Estate Taxes and Special Assessments. Seller will pay, on or before the Closing Date, all special assessments levied, pending or constituting a lien against the Property as of the Closing Date, including, without limitation, any installments of special assessments including interest payable with the general real estate taxes in the year of Closing. General real estate taxes due and payable in all years prior to the year in which Closing occurs will be paid by Seller. General real estate taxes due and payable in the year in which Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date based upon a calendar fiscal year. If the amount of real estate taxes due and payable in 2017 are not available on the date of closing, the pro -rated taxes will be based on the amount of real estate taxes due and payable in 2016. d. Recording Costs. Seller will pay the costs of recording all documents necessary to place record title in the condition warranted by Seller in this Agreement. Purchaser will pay the costs of recording all other documents. e. Other Costs. Subject to the terms of Paragraph 12 ("Operations Prior to Closing") hereof, any operating costs of the Property will be allocated between Seller and Purchaser as of the Closing Date, so that Seller pays that part of such operating costs payable before the Closing Date, and Purchaser pays that part of such operating costs payable after the Closing Date. 11. Title Examination. Examination of the title to the Real Property shall be conducted as follows: a. Title Evidence. Within ten (10) days after the Effective Date, Purchaser shall obtain, at Purchaser's expense, a current title insurance commitment (the "Commitment") covering the Property issued by the Title Company, together with clear and legible copies of all documents referred to therein, which shall commit the Title Company to issue a ALTA Owner's Policy to Purchaser in the amount of the Purchase Price. Seller shall deliver to Purchaser, as a part of the Records, a copy of the ALTA survey for the Real Property prepared by Duffy Engineering & Associates dated August 6, 2015, as its Project No. 15-145 (the "Survey"; together with the Title Commitment, the "Title Evidence"). b. Purchaser's Obiections. Within ten (10) business days of its receipt of the Commitment and a fully executed Purchase Agreement, Purchaser will make written objections ("Objections") to the form and/or contents of the Title Evidence. Purchaser's failure to make Objections within such period will constitute waiver of any Objections. Any matter shown on such Title Evidence and not so objected to by Purchaser shall be a matter that Purchaser shall accept as the same affects title to the Property (all such accepted matters, collectively the "Permitted Encumbrances"). Notwithstanding anything contained in this Agreement to the contrary, Purchaser agrees that the 4 490860v5 CBR BR305-142 exceptions to title listed on Exhibit A hereto shall be Permitted Encumbrances. In the event that Purchaser makes Objections, Seller shall use all reasonable efforts to correct such Objections. Seller shall have ten (10) business days (or such longer period of time provided Seller is diligently pursuing such cure) after the receipt of such Objections to cure the same; and the Closing Date shall be extended as necessary to accommodate such cure period, without the payment of Earnest Money. In the event Purchaser has made Objections, and Seller fails to cure the same within such 10 -day period, then Purchaser shall have the option to: (i) terminate this Agreement; or (ii) waive all uncured Objections, in which event this Agreement shall remain in full force and effect. In the event that this Agreement is so terminated, neither party hereto shall have any further obligation to the other party, except for the obligations of this Agreement which by their terms survive the termination of this Agreement. 12. Operations Prior to Closing. During the period from the Effective Date to the Closing Date or the earlier termination of this Agreement (the "Executory Period"), Seller shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance. Seller shall not execute any contracts, leases or other agreements regarding the Property during the Executory Period without the prior written consent of Purchaser. Prior to Closing, Seller shall terminate any contracts, leases or other agreements regarding the Property that Purchaser does not elect to assume. 13. Representations and Warranties by Seller. Seller represents and warrants to Purchaser that the following are true now and will be true on the Closing Date: a. Organization and Authority. Seller is duly created and is in good standing under the laws of the State of Minnesota; Seller is duly qualified to transact business in the State of Minnesota; Seller has the requisite power and authority to enter into and perform this Agreement and those Seller's Closing Documents signed by it; such documents have been duly authorized by all necessary action on the part of Seller and have been duly executed and delivered; such execution, delivery and performance by Seller of such documents does not conflict with or result in a violation of Seller's organizational documents, or any judgment, order or decree of any court or arbiter to which Seller is a party; such documents are valid and binding obligations of Seller, and are enforceable in accordance with their terms. b. Title to Real Property. Seller owns fee simple title to the Property, subject only to the Permitted Encumbrances. C. Records. The copy of each of the Records delivered by Seller to Purchaser is a correct and complete copy thereof. d. Rights of Others to Purchase the Property. Seller has not entered into any other contracts for the sale of the Property, nor are there any rights of first refusal or options to purchase the Property or any other rights of others that might prevent the consummation of the transaction contemplated by this Agreement. 5 490860v5 CBR BR305-142 e. Proceedings. There is no action, litigation, investigation, condemnation or proceeding of any kind pending or, to the best of Seller's actual knowledge, threatened against Seller or any portion of the Property. f. Wells. Seller certifies and warrants that Seller does not know of any "Wells" on the Property within the meaning of Minnesota Statutes Section 103I. This representation is intended to satisfy the requirements of that statute. g. Storage Tanks. To the best of Seller's actual knowledge, without having made inquiry, no above ground or underground tanks are located in or about the Property, or have been located under, in or about the Property. h. Individual Sewage Treatment Systems. Solely for purposes of satisfying the requirements of Minnesota Statutes Section 115.55, Seller represents that sewage from the Property goes to a facility approved by the Minnesota Pollution Control Agency. i. Environmental. Seller has not engaged in, and prior to the Closing Date will not engage in, the business of generating, transporting, storing, treating or disposing of hazardous substances or hazardous waste classified as such under any federal, state or local law, statute, ordinance, rule or regulation including, but not limited to, asbestos, asbestos -containing materials. To Seller's actual knowledge, which is based solely on the information contained in that certain Phase I Environmental Site Assessment dated October 5, 2015, prepared by Braun Intertec Corporation as its Project No. B1508977 (which is one of the Records), the Property has not been used for the storing or disposal of hazardous substances, including, but not limited to, asbestos, asbestos -containing materials, PCBs or other toxic materials, during, or prior to the period that Seller has been an owner of the Property. Seller has no actual knowledge that the Property is composed or emits any hazardous substance. As of the date of this Agreement, Seller has received no summons, citation, directive, letter or other communication, written or oral, from any agency or department of Hennepin County, the State of Minnesota or the U.S. government concerning any intentional or unintentional action or omission which resulted in the releasing, spilling, leaking, pumping, pouring, emitting, emptying or dumping of such toxic material, hazardous substances or hazardous waste on the Property. To Seller's actual knowledge, without having made inquiry, as of the date of this Agreement, the Property is not subject to any investigation, administrative order, consent order or agreement, litigation or settlement with respect to any such toxic material, hazardous substance or hazardous waste. j. Encumbrances: To Seller's actual knowledge, without having made inquiry, as of the Effective Date, Seller is not in default under any mortgage, land contract, trust deed, or other financing instrument encumbering the Property and during the period commencing from the date hereof and ending on the Closing Date, Seller shall make all payments required to be made under any such mortgage, land contract, trust deed, or other financing instrument, if any, in the manner and at the times provided thereunder and, during such period, Seller shall perform all of its other obligations thereunder as mortgagor or vendee, as the case may be. Any existing encumbrances upon 6 490860v5 CBR BR305-142 the Property which Seller is required to remove under this Agreement; shall be paid and discharged prior to the Closing Date. k. Service Contract. Seller has not contracted or made any agreements for any service and had made no commitments or obligations therefor which will bind Purchaser as successor in interest with respect to the Property. 1. Waste; Mechanic's Liens. Seller will not suffer or permit waste or any adverse change in the physical condition of the Property prior to the Closing, and has not permitted and shall not permit any mechanic's or materialmen's liens placed or maintained on the Property. Seller's representations and warranties shall be true, accurate and complete as of the Effective Date and the Closing Date, and Seller shall certify the accuracy and completeness of the same at Closing. For a period of six (6) months after the Closing Date, Seller will indemnify Purchaser, its successors and assigns, against, and will hold Purchaser, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Purchaser incurs because of breach of any of the above representations and warranties, whether such breach is discovered before or after Closing. Except as herein expressly stated, Purchaser is purchasing the Property based upon its own investigations and inquiry and is not relying on any representation of Seller or other person and is agreeing to accept and purchase the Property "as is, where is" subject to the conditions of title examination herein set forth and the express warranties herein contained. Consummation of this Agreement by Purchaser with knowledge of any such breach by Seller will not constitute a waiver or release by Purchaser of any claims due to such breach. 14. _Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that Purchaser has the requisite power and authority to enter into and perform this Agreement and those Purchaser's Closing Documents signed by it; such documents have been duly authorized by all necessary action on the part of Purchaser and have been duly executed and delivered; such execution, delivery and performance by Purchaser of such documents does not conflict with or result in a violation of Purchaser's organizational documents, or any judgment, order or decree of any court or arbiter to which Purchaser is a party; such documents are valid and binding obligations of Purchaser, and are enforceable in accordance with their terms. Purchaser will indemnify Seller, its successors and assigns, against, and will hold Seller, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Seller incurs because of breach of any of the above representations and warranties, whether such breach is discovered before or after Closing. Consummation of this Agreement by Seller with knowledge of any such breach by Purchaser will not constitute a waiver or release by Seller of any claims due to such breach. 15. Condemnation. If, after the Effective Date, but prior to Closing, eminent domain proceedings are commenced against all or any part of the Property, Seller shall notify Purchaser immediately of such fact. Seller shall assign to Purchaser at the Closing all of Seller's right, title and interest in and to any award made or to be made in such proceedings. 7 4908600 CBR BR305-142 16. Broker's Commission. Seller and Purchaser represent and warrant to each other that they have dealt with no brokers, finders or the like in connection with this Agreement. Seller and Purchaser agree to indemnify and hold harmless each other against claims, damages, costs or expenses of or for any other such fees or commissions resulting from their actions or agreements regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 17. Relocation Benefits. Seller acknowledges that the Seller initiated negotiations with Purchaser for the transaction contemplated by this Agreement, and that this transaction is not made under threat of condemnation by Purchaser. Seller represents that the Property is vacant and unoccupied. Seller agrees to waive any and all relocation benefits, assistance and services to which Seller might otherwise be eligible. Seller agrees to provide to Purchaser at Closing an executed waiver of relocation benefits in substantially the form of the attached Exhibit B. 18. Assignment. Either party may assign its rights under this Agreement before or after the Closing. Any such assignment will not relieve such assigning party of its obligations under this Agreement. 19. Survival. All warranties, representations, covenants, indemnifications and agree- ments contained in this Agreement shall survive the execution and delivery of this Agreement and any and all documents delivered in connection with this Agreement and shall survive the Closing of the transaction contemplated by this Agreement and any action thereon must be filed within six (6) months from the Closing Date. 20. Notices. Any notice, demand or document which any party is required or any party desires to give or deliver to or make upon any other party shall, in the case of a notice or demand, be in writing and sent via e-mail with a concurrent mailing of such notice, overnight courier service (such as Federal Express, UPS, or DHL), or by United States regular, registered, or certified mail, return receipt requested, with postage prepaid, addressed as follows: To Seller: Crown Brawley LLC Attn: Terry Moses 1776 Maple Lane Roseville, MN 55113 e-mail: terrymoses@comcast.net With a copy to: Marc L. Kruger 22220 Monroe Street NW Elk River, MN 55330 e-mail: mlkruger2452@gmail.com To Purchaser: Economic Development Authority of Brooklyn Center Attention: Gary Eitel, Business and Development Director 6301 Shingle Creek Pkwy. 8 490860v5 CBR BR305-142 Brooklyn Center, MN 55430 Email: geitel@ci.brooklyn-center.mn.us With a copy to: Troy J. Gilchrist Kennedy & Graven, Chartered 470 US Bank Plaza 200 South 6th Street Minneapolis, MN 55402 e-mail: tgilchrist@kennedy-graven.com Any party may designate a different address for itself by notice similarly given. Delivery may also be made in person. Unless otherwise provided herein, any such notice, demand or document so given, delivered or made by recognized overnight courier or by registered or certified mail shall be effective upon delivery of the same to the proper address of the party or parties to whom the same is to be given. Delivery via e-mail transmission shall be effective on the date of confirmed transmission if received before 5:00 p .m. (recipient's local time) on a business day or on the next business day if sent after 5:00 p.m. Notices received by a party's attorney shall be deemed notice to such party. 21. Remedies. IN THE EVENT THAT SELLER SHALL FAIL TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT PURCHASER'S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY PURCHASER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF AND SELLER SHALL FAIL TO CURE ITS DEFAULT WITHIN FIVE (5) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT, PURCHASER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY ELECT BY WRITTEN NOTICE GIVEN TO SELLER AND THE TITLE COMPANY TO EITHER: (I) TERMINATE THIS AGREEMENT AND RECEIVE THE EARNEST MONEY, AND MAY PURSUE SELLER FOR ACTUAL DAMAGES, OR, IN THE ALTERNATIVE, (II) PURSUE THE REMEDY OF SPECIFIC PERFORMANCE. IN THE EVENT THAT PURCHASER SHOULD FAIL TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT SELLER'S DEFAULT OR THE TERMINATION OF THIS AGREEMENT BY PURCHASER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE TERMS AND PROVISIONS HEREOF AND PURCHASER SHALL FAIL TO CURE ITS DEFAULT WITHIN FIVE (5) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT BY NOTIFYING PURCHASER AND THE TITLE COMPANY THEREOF AND THEREUPON RECEIVE FROM THE TITLE COMPANY THE EARNEST MONEY, AS LIQUIDATED DAMAGES. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF PURCHASER'S DEFAULT ON ITS OBLIGATIONS. ALTHOUGH THE AMOUNT OF SUCH DAMAGES IS DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE PARTIES AGREE THAT THE AMOUNT OF THE EARNEST MONEY, IS A REASONABLE ESTIMATE OF SELLER'S LOSS IN THE EVENT OF PURCHASER'S DEFAULT. THUS, SELLER SHALL ACCEPT 9 490860v5 CBR BR305-142 AND RETAIN THE EARNEST MONEY, AS LIQUIDATED DAMAGES BUT NOT AS A PENALTY, SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY. IN THE EVENT SELLER IS ENTITLED TO THE EARNEST MONEY AS LIQUIDATED DAMAGES, THE EARNEST MONEY SHALL BE IMMEDIATELY PAID TO SELLER BY THE TITLE COMPANY UPON RECEIPT OF WRITTEN NOTICE FROM SELLER THAT PURCHASER HAS DEFAULTED UNDER THIS AGREEMENT. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THE FOREGOING LIQUIDATED DAMAGES PROVISION AND BY THEIR SIGNATURES ON THIS AGREEMENT AGREE TO BE BOUND BY ITS TERMS. 22. General. a. Entire Agreement. This Agreement contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements, whether written or oral, between the parties respecting such matters Any amendments or modifications hereto in order to be effective shall be in writing and executed by the parties hereto. b. Binding Effect. This Agreement binds and benefits the parties hereto and their respective successors and assigns. C. Time of Essence. Time is of the essence in the performance of each and every term, condition and covenant of this Agreement. d. Counterparts. This Agreement may be executed in any number of counterparts that together shall constitute the contract of the parties. e. Para&aoh Headings. The paragraph headings herein contained are for the purposes of identification only and shall not be considered in construing this Agreement. f. Attorneys' Fees. The prevailing party in any legal proceeding brought to enforce rights hereunder shall recover from the other parry its reasonable attorneys' fees and costs. As used herein the term "prevailing parry" means the party entitled to recover the costs in any suit, whether or not brought to judgment, and whether or not incurred before or after the filing of the suit. g. Waiver. Except as herein expressly provided, no waiver by a party of any breach of this Agreement or of any warranty or representation under this Agreement by another party shall be deemed to be a waivet of any other breach of any kind or nature (whether preceding or succeeding and whether or not the same or similar nature) and no acceptance of payment or performance by a parry after any such breach by another parry shall be deemed to be a waiver of any further breach of this Agreement or of any representation or warranty by such other party whether or not the first party knows of such a breach at the time it accepts such payment or performance. No failure on the part 10 490860v5 CBR BR305-142 of a party to exercise any right it may have by the terms of this Agreement or by law upon the default of another party, and no delay in the exercise of any such right by the first party at any time when such other party may be in default, shall operate as a waiver of any default, or as a modification in any respect of the provisions of this Agreement. h. Time Computations. Unless otherwise provided herein, in computing a period of days for performance or payment as provided hereunder, the first day shall be excluded and the last day shall be included. If the last day of any such period is Saturday, Sunday or a legal holiday, the period shall extend to include the next day which is not a Saturday, Sunday, or legal holiday. Any performance or payment which must be taken or made under this Agreement must be taken or made prior to 5:00 p.m. on the last day of the applicable period provided hereunder for such action, unless another time is expressly specified. Except as otherwise provided, all references to time shall be local time in the State of Minnesota. i. Governing Laws. This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. j. No Recording: This Agreement shall not be recorded in the real property records, and any recording of this instrument shall be void. IIS WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. Seller: CROWN BRAWLED' LLC, a Minnesota limited liability company Nat Titl 11 4908.6Ov5 CBR BR305-142 Purchaser: ECONOMIC 1 1' 1 11 MINNESOTA Tim Willson President Cornelius L. Boganey Executive Director Legal Description Lot 2, Block 1, Regal Road Development Addition, Hennepin County, Minnesota. [Abstract] Property I.D. No.: 36-119-21-42-0020 Property Address: 6330 Camden Avenue North Brooklyn Center, Minnesota Permitted Encumbrances: Real estate taxes, and installments of special assessments payable therewith, not yet due and payable. 2. Easements for utilities and drainage as shown in the recorded plat of Regal Road Development Addition. 3. Easement for access purposes created in Easement Agreement dated November 25, 1998, filed December 4, 1998, as Document No. 7014874, as amended by Amendment to Easement Agreement dated November 11, 2015, filed November 23, 2015 as Document No. A10260360. 4. Agreement for Maintenance and Inspection of Utility and Storm Drainage Systems dated November 29, 1998, filed March 23, 1999 as Document No. 7082924, as amended by Amendment to Agreement for Maintenance and Inspection of Utility and Strom Drainage Systems dated December 17, 1999, filed December 20, 1999 as Document No. 7231142. 5. Declaration of Covenants and Restrictions dated April 13, 1999, filed April 30, 1999, as Document No. 7103844, as amended by Amendment to Declaration of Covenants and Restrictions dated December 17, 1999, filed December 20, 1999 as Document No. 7231144, and as amended by Amendment to Declaration of Covenants and Restrictions dated May 18, 2006, filed August 10, 2006 as Document No. 8843712. 6. Storm Water Easement and Maintenance Agreement dated December 2, 1999, filed December 22, 1999 as Document No. 7025098, as amended by Amendment to Storm Water Easement and Maintenance Agreement dated December 17, 1999, filed December 20, 1999 as Document No. 7231141. 7. Easement and Maintenance Agreement dated October 2, 1998, filed October 6, 1998 as Document No. 6980467, as amended by Amendment to Easement and Maintenance Agreement dated October 15, 1999, filed December 20, 1999 as Document No. 7231145. A-1 490860v5 CBR BR305-142 Form, of Waiver of Relocation Benefits B-1 490860v5 CBR BR305-142 I DT�11I��: A. CROWN BRAWLEY LLC, a Minnesota limited liability company (the "Seller") has entered into a purchase agreement with the Economic Development Authority of Brooklyn Center, Minnesota ("EDA") dated May 22, 2017 (the "Purchase Agreement") under which Seller agreed to sell to the EDA real property legally described therein (the "Property"). B. Seller acknowledges that it requested that the EDA negotiate acquisition of the Property or otherwise made the Property available for sale prior to receiving any inquiry from the EDA regarding possible purchase of the Property. C. Seller further acknowledges that the EDA does not have the legal authority to acquire the Property by condemnation and that the EDA has advised that, in the absence of the parties reaching a mutually satisfactory agreement, the EDA would not acquire the Property. D. Seller acknowledges that it retained legal counsel, was advised by counsel regarding this waiver, and was specifically advised by counsel regarding relocation benefits that would or may be available to Seller in connection with the Property under the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, Minn. Stat. § 117.50 et seq., and any other applicable provisions of Minnesota law (together, the "URA"). E. Seller, through counsel, indicated to the EDA that $20,000.00 in relocation payments and benefits would be available under the URA, and Seller and the EDA have negotiated a purchase price for the Property that includes any and all such relocation payments or benefits due under the URA. F. Seller desires to execute this voluntary waiver of relocation assistance, services, payments and benefits in accordance with Minn. Stat. § 117.521, and Seller represents and confirms that payment to Seller of the amounts due under the Purchase Agreement will satisfy, in full any relocation benefits or payments otherwise due to Seller. Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller agrees as follows for the benefit of EDA: 1. The recitals above are incorporated into and made a part of this waiver. 2. Seller acknowledges that payment to Seller of $685,000.00 according to the terms of the Purchase Agreement satisfies in full any amounts for relocation assistance or relocation benefits that the EDA otherwise may be obligated to pay to Seller under the URA or any other federal or state law, and that payment of the amount set forth in the Purchase Agreement will constitute full compensation due Seller for all claims of any description against the EDA as a result of the EDA's acquiring the Property under the Purchase Agreement, including but not limited to attorneys' fees, relocation benefits and services, and any damages to the going concern or goodwill of any business located on the Property. Seller disclaims and waives any claim that Seller is entitled to receive further relocation benefits or payments under the URA or any other applicable federal or state law with respect to the Property. 3. In signing this waiver, Seller acknowledges that it entered into the Purchase Agreement voluntarily and that the Purchase Agreement was not made under any threat by the EDA or its representatives that the Property would be acquired by eminent domain. 4. Seller releases and discharges the EDA and its employees, agents, successors and assigns, of and from any and all liability and claims, at law or in equity, and under any state or federal law, for relocation expenses, payments or benefits in connection with the Property, including damages, interest, and costs, arising out of or in connection with EDA's acquisition of the Property. SELLER Tim Willson President Cornelius L. Boganey Executive Director 499700v1 CBRBR305-142 adoption: Member Tim Willson introduced the following resolution and moved its RESOLUTION NO. 2016-36 RESOLUTION ADOPTING THE TH 252 CORRIDOR STUDY PLAN AS A PLANNING AND DEVELOPMENT GUIDE FOR TH 252 FROM I-94/694 TO TH 610 WHEREAS, the City of Brooklyn Center's Comprehensive Plan identifies multiple transportation and developmental issues surrounding the TH 252 corridor as follows: ® Capacity improvements needed on TH 252 to address regional increase in traffic demand • Capacity improvements on TH 252 would help reduce traffic demand on parallel collector roadways under the City's jurisdiction ® Potential interchange needed at 66th Avenue to address traffic issues, a capacity constraint and developmental access needs to the regional transportation system ® A need to improve strategies that will enhance transit service The Comprehensive Plan also identifies TH 252 as a critical element as part of the regional transportation system; and WHEREAS, the City of Brooklyn Center's Pedestrian and Bicycle Plan identifies pedestrian crossing challenges for the TH 252 corridor and identifies a strategy to address pedestrian safety issues by searching for potential grade -separated crossings ; and WHEREAS, the City of Brooklyn Center retained the services of WSB & Associates, Inc. to study corridor issues along TH 252 from I-94/694 to TH 610 and to develop a long term vision for the corridor supplemented by interim improvements working towards the ultimate corridor vision; and WHEREAS, partners involved with the study included the Minnesota Department of Transportation; Hennepin County; Metro Transit; Metropolitan Council; City of Brooklyn Park; and City of Brooklyn Center staff, Planning Commissioners, Councilmembers, citizens, business owners and property owners; and WHEREAS, the study focused efforts on identifying interim and long-term improvements to address existing safety, congestion, and neighborhood connectivity issues on TH 252; and WHEREAS, on February 22, 2016, the City Council Study Session included an overview presentation by City staff and the consultant including partner and public outreach efforts, study work and documentation and the Corridor Study; and RESOLUTION NO. 2016-36 WHEREAS, the City Council voiced its support for this study and discussed the use of the TH 252 Corridor Study as an official planning and development guide for corridor initiatives and enhancements including a preferred access configuration along TH 252 within Brooklyn Center. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Brooklyn Center hereby adopts the TH 252 Corridor Study Plan as a planning and development guide for TH 252 from I-94/694 to TH 610 with recommended interchange access configuration in Brooklyn Center to include: a full access interchange at 66th Avenue; 70th Avenue closed with Pedestrian bridge; and a full access combination with Brookdale Drive at 73`a Avenue as described and depicted in the Corridor Study. The City Council also resolves to work with the State to review, study and evaluate additional roadway safety mitigation measures including advanced traffic signal flashing warning lights at the intersections along TH 252; a specific speed enforcement program along TH 252; and lowering the TH 252 speed limit in Brooklyn Center. 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RE oi lo t G7o ' 5 E= 5 6� JJP� G� / .14 •((�{;�p��@lit � a3t�F��sd3�€esss >s 1 s I I 9 I I ES J .G i I 1 1 _ u _il I O? gsr 18 I �I- � em "go�F i c l c I` atnC dWSF ja of � I I CL ga Iglla EDA AGENDA ITEM 4.A 05-22-2017 Resolution Authorizing the Acquisition of Lot 2, Block 1, Regal Road Development Addition, Hennepin County, Minnesota to Facilitate Redevelopment Opportunities within the Northwest Quadrant of the I-694 and Hwy 252 Interchange 6330 Camden Avenue North BACKGROUND On March 14, 2016, the City Council adopted the TH 252 Corridor Study Plan as a Planning and Development Guide for TH 252 from I-94/694 to TH 610 which included a recommended interchange access configuration for a full access interchange at 66th Avenue. On August 22, 2016, the EDA met in a closed session to discuss an opportunity to acquire the vacant lot (6330 Camden Ave. N.) as part of an overall strategy to enhance the planned redevelopment of the Regal Theater site and facilitate a land exchange with the developer that would provide the EDA with options to maximize opportunities associated with the future 66th Avenue Interchange improvements. PURCHASE AGREEMENT FOR LOT 2, BLOCK 1, REGAL ROAD DEVELOPMENT ADDITION: The purchase price of this 1.62 acre commercial lot is $685,000 with a closing date scheduled to occur on or before July 21, 2017, which is approximately 30 days after the City Council is tentatively scheduled to consider the PUD amendment, site plan and preliminary plat. BUDGET ISSUES: The proposed acquisition of this lot has been identified as an eligible TIF 3 Pooled Expenditure. Strategic Priorities: Targeted Redevelopment RECOMMENDATION: Motion to Resolution Authorizing the Acquisition of Lot 2, Block 1, Regal Road Development Addition, Hennepin County, Minnesota to Facilitate Redevelopment Opportunities within the Northwest Quadrant of the I-694 and Hwy 252 Interchange (6330 Camden Avenue North).