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HomeMy WebLinkAbout2018 01-22 EDAPIre EDA MEETING City of Brooklyn Center January 22, 2018 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.Roll Call 3.Approval of Agenda and Consent Agenda —The following items are considered to be routine by the Economic Development Authority (EDA) and will be enacted by one motion. There will be no separate discussion of these items unless a Commissioner so requests, in which event the item will be removed from the consent agenda and considered at the end of Commission Consideration Items. a. Approval of Minutes 1. January 8, 2018 - Regular Session 4.Commission Consideration Items a. Resolution Approving the Purchase and Sale Agreement and Acquisition of Certain Property Located at: 5915 John Martin Drive, Brooklyn Center, MN Requested Commission Action: —Motion to adopt resolution. 5. Adjournment MINUTES OF THE PROCEEDINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER N THE COUNTY OF HENNEPIN AND THE STATE OF MINNESOTA REGULAR SESSION JANUARY 8,2018 CITY HALL COUNCIL CHAMBERS I. mIXs]U]I'l The Brooklyn Center Economic Development Authority (EDA) met in Regular Session called to order by President Tim Willson at 7:45 p.m. President Tim Willson and Commissioners April Graves, Dan Ryan and Marquita Butler. Commissioner Kiis Lawrence-Anderson was absent and excused. Also present were Executive Director Curt Boganey, Deputy City Manager Reggie Edwards, Interim Community Development Director Michael Ericson, City Attorney Troy Gilchrist, and Carla Wirth, TimeSaver Off Site Secretarial, Inc. LI JJ IA'I'I IJ aI ITLV.kI IZS]f D W.XII I I7 Commissioner Graves moved and Commissioner Ryan seconded to approve the Agenda and Consent Agenda, and the following item was approved: 3a. APPROVAL OF MINUTES 1.December 4, 2017 - Special Session 2.December 11,2017—Regular Session Motion passed unanimously. ha. 3 I1 II! I ELECTING OFFICERS FOR THE ECONOMIC President Willson requested ratification of the proposed slate of officers as follows: President/Treasurer Tim Willson Vice President Dan Ryan Assistant Treasurer Nathan Reinhardt 01/08/18 -1- DRAFT Secretary Community Development Director Commissioner Graves moved and Commissioner Ryan seconded to adopt RESOLUTION NO. 2018-01 Electing Officers for the Economic Development Authority in and for the City of Brooklyn Center. Motion passed unanimously. s._RESOLUTION NO. 2018-02 OPTING NOT TOWAIVE LIMITED (I) I LIABILITY FO' I ", President Willson introduced the item and explained the purpose of the proposed resolution. Commissioner Ryan moved and Commissioner Graves seconded to adopt RESOLUTION NO. 2018-02 Opting Not to Waive Limited Tort liability for 2018. Motion passed unanimously. Commissioner Graves moved and Commissioner Ryan seconded adjournment of the Economic Development Authority meeting at 7:49 p.m. Motion passed unanimously. 01/08/18 -2- DRAFT EPA Viwi usirriquii No. r ia JA Mi LYA UkU DIA (I) 'IIflJJh'AI DATE: January 16, 2018 TO: Curt Boganey, City Mana9 FROM: Michael Ericson, Interim Community Development SUBJECT: Resolution Approving the Purchase and Sale Ag Certain Property located at: 5915 John Martin Drive, Recommendation: nd Acquisition of Center, MN It is recommended that the Economic Development Authority approve the purchase agreement with Eretz LLC. for the sale of the former Perkins Restaurant site located at 5915 John Martin Drive. Background: The City's former Director of Business and Development had been in negotiations with the property owner of the former Perkins Restaurant for several years. The subject property is within the city's identified "Opportunity Site" for future redevelopment. The building was subsequently demolished in March 2014 and since that time negotiations have continued. Recently, staff was approached by the owner and an agreement in the sale price was reached. The acquisition of the parcel of land has long been planned as parcels become available and funding sources are identified. The Hennepin County Assessor has a Pay 2019 valuation of $459,000 on the vacant 1.18 acre parcel. A copy of the draft purchase agreement has been prepared by the city attorney, reviewed by the property owner's attorney and is attached for review. Budget Issues: The Finance Director has identified the source of the funds for the purchase as Tax Increment Financing (TIF) District 3. After the sale price of $425,000 is deducted from the TIF #3 Fund the remaining balance will be $13M. Strategic Priorities: Targeted Redevelopment Attachments: - Resolution 2018-03 for approval of Purchase Agreement with Eretz LLC. - Purchase and Sale Agreement between Economic Development Development Authority of Brooklyn Center and Eretz LLC. Mission: Ensuring on attractive, clean, safe, inclusive community that enhances the quality of life for al/people and preserves the public trust Commissioner introduced the following resolution and moved its adoption: EDA RESOLUTION NO. 2018- RESOLUTION APPROVING THE PURCHASE AND SALE AGREEMENT AND ACQUISTION OF CERTAIN PROPERTY LOCATED AT: 5915 JOHN MARTIN DRIVE, BROOKLYN CENTER, MN BE IT RESOLVED by the Board of Commissioners ("Board") of the Economic Development Authority of Brooklyn Center, Minnesota ("Authority") as follows: Section 1. Recitals. 1.01. The Authority is authorized pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (the "EDA Act"), to acquire and convey real property and to undertake certain activities to facilitate the development of real property by private enterprise. 1.02. To facilitate development of certain property in the City of Brooklyn Center, Minnesota (the "City"), the Authority proposes to enter into a Purchase and Sale Agreement (the "Agreement") between the Authority and Eretz, LLC (the "Seller"), under which, among other things, the Seller will convey the property located in the City at: 5915 John Martin Drive, situated in the State of Minnesota, County of Hennepin, and which is legally described as follows: Tract 0, Registered Land Survey No. 1325, County of Hennepin, State of Minnesota. (the "Property") to the Authority. 1.03. The Authority finds and determines that the acquisition of the Property is in the public interest and will further the objectives of its general plan of economic development. Section 2. Authority Approval; Further Proceedings. 2.01. The Board hereby approves the Agreement in substantially the form presented to the Board, including the acquisition of the Property by the Authority, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Agreement by those officials shall be conclusive evidence of their approval. 2.02. Authority staff and officials are authorized to take all actions necessary to perform the Authority's obligations under the Agreement as a whole, including without limitation execution of any documents to which the Authority is a party referenced in or attached to the Agreement, and other documents necessary to convey the Property to the Authority, all as described in the Agreement. January 22, 2018 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. 2 Draft 114118 a11 Ni Jr m UeI i 3I'A I h1 THIS AGREEMENT is made between Eretz, LLC a Minnesota limited liability company ("Seller"), and the Economic Development Authority of Brooklyn Center, Minnesota, a public body corporate and politic under the laws of the State of Minnesota ("Buyer"), effective as of the latest date this Agreement is executed by either Buyer or Seller as set out on the signature page hereof ("Effective Date"). FOR VALUABLE CONSIDERATION, Seller and Buyer agree as follows: 1.Sale of Property. Seller shall sell to Buyer, and Buyer shall purchase from Seller, the following (collectively, the "Property"): 1.1 Real Property. The real property located at 5915 John Martin Drive, in the City of Brooklyn Center, Hennepin County, Minnesota, described on the attached Exhibit A, together with the buildings and improvements thereon and all easements and rights benefiting or appurtenant thereto (collectively, the "Real Property"). 1.2 Contracts. To the extent assignable, Seller's interest in all property management contracts, maintenance agreements, energy contracts, service contracts, insurance policies, licenses, permits, and similar documents related to the Real Property, which will be identified by Seller and Buyer and added to this Agreement as Exhibit B, and further such documents made after the date of this Agreement (collectively, the "Contracts"). 1.3 Records. All plans, specifications, warranties, guaranties, operating manuals and business records associated with the construction and operation of the Real Property (collectively, the "Records"). 2.Purchase Price. The total purchase price (the "Purchase Price") for the Property is Four Hundred Twenty-Five Thousand Dollars ($425,000.00). Buyer shall pay the Purchase Price to Seller in cash or by wire transfer of U.S. funds to be received by the Title Company on or before 2:00 p.m. on the date of Closing. The Closing Payment shall be increased or decreased by the net of the closing adjustments and prorations as set forth in this Agreement. 3. Closing. The Closing shall occur on the date (the "Closing Date") which is fifteen days after the Inspection Deadline described in Section 6 or such other date as Buyer and Seller shall mutually agree. The Closing shall take place at the offices of the Title Company or at such other location as Buyer and Seller shall mutually agree. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. At either party's option the Closing may be conducted by mail with appropriate written escrow instructions to the title company serving as closing agent. 1 Draft 114118 4.Title Review. Following execution of this Agreement, Seller will provide a commitment for an owner's policy of title insurance (the "Title Commitment") issued by a title insurance company mutually agreed upon by the parties (the "Title Company"). The Title Commitment will be for an amount of coverage equal to the Purchase Price. A copy of each instrument listed as an exception to title will be included with the Title Commitment. Seller will provide .Buyer with a copy of any surveys of the Property in Seller's possession; Buyer will be responsible for the cost of any additional or updated land title surveys of the Property obtained by Buyer (the "Survey"). Seller shall pay only the costs necessary to prepare the Title Commitment; Buyer shall pay the title insurance premium for an owner's policy together with the costs of any endorsements or other coverages requested by Buyer. Buyer will be allowed 10 business days after receipt of the Title Commitment and Survey for examination of title and making any objections. Any matters Buyer does not object to within such period shall be deemed waived. If Buyer makes any such objections, Seller will be allowed 30 days in which to cure such objections and the Closing Date shall be postponed pending correction of title. If such objections are not cured by Seller or waived by Buyer within such period, either party may terminate this Agreement by written notice to the other. If this Agreement is so terminated, neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination. 5.Delivery of Documents. Within five (5) business days after the Effective Date, Seller will provide Buyer with the following (collectively, the "Documents"): (a)copies of all Contracts and a list of contact names, addresses and phone numbers for each vendor under the Contracts; (b)copies of the monthly and annual operating statements with respect to the operation of the Property for the last two full calendar years and the current calendar year, each showing in reasonable detail all income and expenses of the Property; (c)copies of all tax statements for the last two full calendar years and the current calendar year, and all papers and correspondence regarding any real estate tax protests made within such periods, together with a statement of the status of any real estate tax protests currently pending; and (d)copies of any surveys, environmental reports, or other records of the Property that Seller has in its possession. 6. Inspection of Property. Buyer will have the right to review the Documents and inspect the Property or have it inspected by a person of Buyer's choice. Such inspection shall be completed by the date (the "Inspection Deadline") which is 60 days after delivery of the Documents. Seller shall allow Buyer and Buyer's agents access to the Property without charge and at all reasonable times for Buyer's inspection of the Property. This includes the right of Buyer and its agents to take soil borings of the Property. Buyer shall pay all costs and expenses of such inspection and any testing carried out in connection therewith, and shall hold Seller and the Property harmless from all costs and liabilities relating to 2 Draft 114118 the Buyer's activities. Buyer shall not damage, encumber, or permit a lien or claim to result from its activities, or alter the Property in any way. Buyer shall not have the right to do any intrusive testing without the prior written authorization of Seller. Buyer shall repair and restore any damage to the Property caused by or occurring during Buyer's inspection and testing and return the Property to substantially the same condition as existed prior to such entry. Buyer's obligations under this Section shall survive termination of this Agreement. 6.1 Buyer may provide its environmental consultant with a copy of any environmental report included in the Documents made available by Seller, and may at its cost conduct additional investigations of the environmental condition of the Property. If Buyer conducts a Phase I environmental investigation and such report contains a recommendation for a Phase II investigation, Buyer will have the option of terminating this Agreement or ordering at Buyer's cost a Phase II investigation. If a Phase II investigation is ordered, the Inspection Deadline will be extended by an additional sixty (60) days for investigation and submittal of such report. 7. Rescission Right. If in the course of Buyer's inspection under Section 6 Buyer identifies any issues regarding the condition or suitability of the Property, Buyer shall have five business days after the Inspection Deadline to either (1) notify Seller in writing describing the identified issues and any proposed remedies, or (2) rescind this Agreement in writing. If Buyer so notifies Seller of any such issues and within five business days after such notice the parties have not agreed in writing to a remedy for the identified issues, Buyer may within ten business days after the Inspection Deadline elect to rescind this Agreement in writing. If this Agreement is so rescinded, neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination. Any issues not raised by Buyer in writing, and any issues raised by Buyer where no remedy has been agreed to within five business days after Buyer's giving notice of such issues to Seller, shall be deemed waived. Representations and Warranties. 8.1 By Seller. Seller represents and warrants to Buyer as of the date of this Agreement and as of Closing that: (a)Seller owns fee simple marketable title to the Property subject to (i) building and zoning laws, ordinances and state and federal regulations; (ii) restrictions relating to use or improvements of the Property without effective forfeiture provisions; (iii) reservation of any mineral rights by the State of Minnesota or other government entity; (iv) utility and drainage easements; and (v) any other exceptions stated in the Deed. (b)The Documents delivered to Buyer are true and correct copies and except as disclosed therein have not been amended or modified, are in full force and effect and are free from default or notice of default. Draft 114118 (c)Seller has not received any notice of a violation of any building codes, fire codes, health codes, zoning codes, environmental laws, or other laws and regulations affecting the Property or the use thereof. (d)Seller has not received any notice of a condemnation, environmental, zoning or other regulation or proceeding being instituted or planned which would detrimentally affect the use and operation of the Property for its intended purpose. (e)Seller has not received any notice of hearing of a public improvement project from any governmental assessing authority, the costs of which may be assessed against the Property. (f)Seller does not know of any wells or septic systems on the Property. (g)Seller does not know of any underground or aboveground storage tanks currently on the Property, or any underground or aboveground storage tanks formerly on the Property that had a release for which no corrective action was taken. (h)To the best of Seller's knowledge, no Hazardous Substances, pollutants, or environmental contaminants are or have been deposited, stored, or disposed of on the Property or used in the construction of any improvements or fixtures located on the Property and no mold or radon or other indoor pollutants or electromagnetic fields or radiations affect the Property. As used herein, the term "Hazardous Substances" will mean any asbestos or asbestos containing products, polychlorinated biphenyls, petroleum or petroleum based products, or any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic or radioactive substance, a contaminant, or other similar term, by any federal, state, or local environmental statute, regulation, or ordinance presently in effect, including but not limited to the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. and the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.0 § 9601 et seq. (i)Seller has the capacity and authority to enter into this Agreement and nothing prohibits or restricts the right or ability of Seller to proceed with the Closing of the transaction contemplated hereunder and to carry out its terms. (j)Seller is not in material default in respect of any of its obligations or liabilities pertaining to the Property, or any part thereof, and there will not be on the Closing Date any statement of facts or circumstances or conditions or events which, after notice or lapse of time or both would constitute or result in any such default. Draft 114118 (k) There are no actions, suits or proceedings pending, or to the knowledge of Seller threatened before any judicial body or any governmental authority, against or affecting or relating to the Property, and Seller is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority relating to the Property or any part thereof. (1) Seller has not filed, voluntarily or involuntarily for bankruptcy relief within the last year under the United States Bankruptcy Code nor has any petition for bankruptcy or receivership been filed against Seller within the last year. (m) There are not any third parties entitled to possession of all or any portion of the Property and there are no leases, oral or written, affecting all or any portion of the Property. The foregoing representations are true and the foregoing warranties and agreements are in full force and effect and binding on Seller as of the Effective Date (unless otherwise provided hereinabove) and such representations will be true and such warranties and agreements will be in full force and effect as of the date and time of Closing. These representations shall survive Closing for a period of six months and thereafter shall be terminated. 8.2 By Buyer. Buyer represents and warrants to Seller as of the date of this Agreement and as of Closing that: (a)The consummation of the transaction contemplated herein and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under any agreement, document or charter to which Buyer is a party or by which it is bound, or any order, rule or regulation of any court or of any regulatory body or any administrative agency or any other governmental body having jurisdiction over the Buyer, its properties or business; and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transaction contemplated herein. (b)Buyer has the capacity and authority to enter into this Agreement and nothing prohibits or restricts the right or ability of Buyer to proceed with the Closing of the transaction contemplated hereunder and to carry out its terms. (c)This Agreement has been duly authorized, executed and delivered on behalf of Buyer and constitutes the valid and binding agreement of Buyer, enforceable in accordance with its terms; (d)Buyer is not aware of any action, proceeding or investigation pending or threatened which might materially adversely affect the ability of Buyer to perform its obligations under this Agreement. Draft 114118 The foregoing representations are true and the foregoing warranties and agreements are in full force and effect and binding on Buyer as of the Effective Date (unless otherwise provided hereinabove) and such representations will be true and such warranties and agreements will be in full force and effect as of the date and time of Closing. 9.Buyer's Contingency. Buyer's obligations to purchase the Property shall be subject to Buyer obtaining approval of the purchase contemplated pursuant to the terms of this Agreement by the Buyer's governing body. This Agreement may be voided at Buyer's option if the foregoing contingency has not been satisfied prior to Closing. Buyer will give notice of such election to Seller in writing on or prior to the Closing Date. Upon such notice this Agreement shall be deemed canceled and neither Buyer nor Seller shall have any further rights or obligations hereunder. 10.Casualty and Condemnation. 10.1 Damage to Property. If there is any loss or damage to the Property by fire, flood or other casualty prior to Closing, the risk of loss shall be on Seller. Seller shall give notice to Buyer if Seller becomes aware of any material loss or damage. The notice may include Seller's written proposal for repairing the damage. Buyer shall have five business days after receipt of such notice to inspect the Property and an additional five business days to determine if the damages and any repairs proposed by Seller are acceptable to Buyer. If within such five-day period Buyer has not agreed in writing to accept the damages and Seller's written proposal for repairs, this Agreement is deemed to be cancelled. Upon such cancellation, neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination. 10,2 Condemnation. If eminent domain proceedings are threatened or commenced against all or any part of the Property prior to Closing, Seller shall give notice thereof to Buyer. Buyer shall have the right to terminate this Agreement by giving notice thereof to Seller within 30 days after Seller's notice. Upon such termination, neither party shall have any further obligations under this Agreement except for obligations that expressly survive termination. If Buyer fails to give such notice, the parties shall proceed to Closing and Seller shall assign to Buyer all rights to appear in and receive any award from such proceedings. 11. Closing Documents. 11.1 Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, the "Seller's Closing Documents"): (a)Deed. A Warranty Deed (the "Deed") conveying the Real Property to Buyer. (b)Title Commitment. The Title Commitment prepared by the Title Company as described in Section 4 above. rt Draft 114118 (c)IRS Form. An agreement designating the Title Company as the "reporting person" for purposes of completing Internal Revenue Form 1099. (d)Closing Statement. A Seller's closing statement prepared by the Title Company. (e)FIRPTA Affidavit. A FIRPTA affidavit. (f)Seller's Affidavit. A customary seller's affidavit in a form that is reasonably acceptable to the Title Company. (g)Bring Down Certificate. A bring down certificate reaffirming the representations made in Section 8.1 hereof. (h)Other Documents. Any additional documents and instruments as in the opinion of the Title Company, Buyer's counsel, and/or Seller's counsel are necessary to the proper consummation of this transaction. 11.2 Buyer's Closing Documents. On the Closing Date, Buyer will execute and/or deliver to Seller the following (collectively, the "Buyer's Closing Documents"): (a)Purchase Price. The balance of the Purchase Price, by wire transfer of U.S. funds or by certified check. (b)IRS Form. An agreement designating the Title Company as the "reporting person" for purposes of completing Internal Revenue Form 1099. (c)CRy. A Certificate of Real Estate Value as required by the Minnesota Department of Revenue. (d)Closing Statement. A Buyer's closing statement prepared by the Title Company. (e)Buyer's Affidavit. A customary buyer's affidavit in a form that is reasonably acceptable to the Title Company. (f)Other Documents. Any additional documents and instruments as in the opinion of the Title Company, Buyer's counsel, and/or Seller's counsel are necessary to the proper consummation of this transaction. 12. Costs and Expenses. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: 12.1 Title and Survey. Seller will pay all costs and fees for issuance of the Title Commitment; Buyer shall pay all costs and fees for any update of the Survey. Buyer shall bear all costs of any further title work including, but not limited to, the premium for the owner's and any mortgagee's title insurance policy and any 'A Draft 114118 endorsements. Seller and Buyer will split equally any closing fees or charges imposed by any closing agent or company. 12.2 Taxes and Assessments. Real estate taxes due and payable in the year in which the Closing occurs shall be pro-rated on a calendar year basis to the actual date of Closing. Real estate taxes due and payable in any following year shall be the responsibility of Buyer. Seller shall pay all special assessments levied or pending against the Property as of Closing. Seller shall pay all transfer, sales or gross receipts taxes arising out of the purchase of the Property by Buyer, including, but not limited to the state deed tax. 12.3 Recording Costs. Buyer shall pay the cost of recording the Deed. Buyer shall be responsible for paying the cost of recording any documents required to make title to the Property marketable. Buyer shall be solely responsible for any Minnesota mortgage registry tax payable because a mortgage is recorded against the Property by Buyer. 12.4 Operating Costs. All operating costs of the Property shall be allocated between Seller and Buyer as of the Closing Date, so that Seller pays that part of the operating costs incurred prior to the Closing Date and Buyer pays that part of the operating costs incurred from and after the Closing Date. 13.Operations Prior to Closing. During the pendency of this Agreement, Seller shall cause the Property to be operated in the manner in which it has been operated prior to the Effective Date. Seller shall not without Buyer's consent permit any new Contracts or any amendment, modification, termination, surrender, extension or assignment of any of the Contracts or any sublease of the Property or any waiver of Seller's rights under any of the Contracts. Seller shall keep and comply with all requirements of any mortgages or other encumbrances on the Property and shall not without Buyer's written consent permit any new encumbrance or any amendment, modification or termination of any encumbrance or any waiver of Seller's rights under any encumbrance on the Property. 14.Brokers. Seller shall be responsible for paying any broker's fee for Seller's broker. Seller agrees to indemnify and hold Buyer harmless from all claims for compensation, commissions or charges by any other broker or agent engaged by Seller in connection with this Agreement or the performance of it. 15.Relocation Benefits Indemnification. Seller acknowledges that it is being displaced from the Property as a result of the transaction contemplated by this Agreement and that the Seller may be eligible for relocation assistance and benefits and that the Purchase Price includes compensation for any and all relocation assistance and benefits for which Seller may be eligible and Seller agrees to waive any and all further relocation assistance benefits. The provisions of this Section shall survive closing of the transaction contemplated by this Agreement. 16.Notices. Any notice required or permitted under this Agreement shall be given by personal delivery upon an authorized representative of a party hereto (including delivery 8 Draft 114118 by messenger or courier with evidence of receipt) or when deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, or when transmitted by facsimile copy or electronic mail followed by mailed notice, properly addressed as follows: 16.1 If to Seller: Eretz, LLC 2885 Knox Avenue South, #505 Minneapolis, Minnesota 55408 Attn.: Sally Rubenstein Email: sallyrubensteingmai1.com with a copy to: Soffer Charbonnet Law Group, PLLC 7300 France Avenue South, Suite 210 Edina, MN 55435 Attn.: Rachel E. Soffer Fax: (952) 835-5404 Email: rsoffer@sofferlaw.com 16.2 If to Buyer: Economic Development Authority of Brooklyn Center 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Attn.: Curt Boganey Fax: (763) 569-3494 Email: cboganeyci.brooldyn-center.mn.us with a copy to: Kennedy & Graven, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 Attn.: Sarah J. Sonsalla Fax: (612) 337-9310 Email: ssonsallakennedy-graven.com 16.3 Either party may designate a different address or addresses on at least ten days' notice to the other. 17. Default. 17.1 Buyer Default. If Buyer defaults under this Agreement, Seller shall have the right to terminate this Agreement, after written notice of cancellation as provided under Minnesota Statutes Section 559.21. 17.2 Seller Default. If Seller defaults under this Agreement, Buyer will have the right to terminate this Agreement by giving written notice of termination to Seller. The termination of this Agreement will be the sole remedy available to Buyer for default by Seller, and Seller will not be liable for damages or specific performance. Draft 114118 17.3 Enforcement. In the event it becomes necessary for either party hereto to bring an action to enforce this Agreement or any provisions contained herein, the party prevailing in such action shall be entitled to recover, in addition to all other remedies or damages, reasonable attorney fees and court costs, including appellate costs, incurred in such action. 18.Additional Actions. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by Seller and Buyer, both Seller and Buyer hereby agree to perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, such further acts, deeds and assurances as the other party hereto may reasonably require to (a) evidence and vest in Buyer the ownership of, and title to, all of the Property in accordance with the terms hereof and (b) consummate the transactions contemplated hereunder. 19.Miscellaneous. This Agreement is declared to be a contract under the laws of Minnesota, and all of its terms will be construed according to the laws of such state. Time is of the essence of each obligation of this Agreement in which time is a factor. The captions in this Agreement are for convenience only and are not part of this Agreement. The submission of this document for examination and negotiation does not constitute an offer to purchase or sell, and this document shall become effective and binding only upon the execution and delivery of it by Seller and Buyer. All negotiations, considerations, representations and understandings between Seller and Buyer are incorporated into this Agreement and may be modified or altered only by agreement in writing between Seller and Buyer. The provisions of this Agreement will be construed as a whole according to their common meaning and not strictly for or against Seller or Buyer, even if such party drafted the provision in question. No act or omission of any employee, broker or agent of Seller or Buyer will alter, change or modify any of the provisions of this Agreement. 20. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. [SIGNATURE PAGE FOLLOWS] 10 Draft 114118 EXECUTED by Seller and Buyer on the dates set forth below their respective signatures. DLrnm I vm ES By: Name: Sally Rubenstein Its: President Date: AM 153 1ILrJif l: (I)1 I I I I J By: Tim Willson Its: President By: Curt Boganey Its: Executive Director Date: 11 Draft 114118 EXHIBIT A LEGAL DESCRIPTION Tract 0, Registered Land Survey No. 1325, County of Hennepin, State of Minnesota. 12 Draft 114118 EXHIBIT B WON I 1XSU [To be listed by Seller] B-i 514334v4 SJS BR305-1 Presented by: Michael Ericson, Interim Community Development Director The property is within the city’s identified  “Opportunity Site” for future redevelopment The building was subsequently demolished in March  2014 Staff was approached by the owner and an agreement  in the sale price of $425,000 was reached. The Hennepin County Assessor has a Pay 2019  valuation of $459,000 on the vacant 1.18 acre parcel The funds would be from Tax Increment Financing  (TIF) District 3. After the sale price is deducted from the TIF #3 Fund  the remaining balance will be $1.7M. It is recommended that the Economic  Development Authority approve the purchase agreement with Eretz LLC. for the sale of the former Perkins Restaurant site located at 5915 John Martin Drive. Questions? 