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HomeMy WebLinkAbout2019-19 EDARCommissioner and moved its adoption: Graves introduced the following resolution EDA RESOLUTION NO. 2019-19 RESOLUTION APPROVING PURCHASE AND DEVELOPMENT AGREEMENT AND CONVEYANCE OF CERTAIN PROPERTY LOCATED AT 5355 EMERSON AVENUE, BROOKLYN CENTER, MN BE IT RESOLVED by the Board of Commissioners ("Board") of the Economic Development Authority of the City 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 Development Agreement (the "Contract") between the Authority and Novak -Fleck Incorporated ("Buyer"), under which, among other things, the Authority will convey the property located in the City at: 5355 Emerson Avenue and to be legally described as: Lot 1, Block 1, Emerson EDA Addition, according to the recorded plat thereof, Hennepin County, Minnesota ("Property") to Buyer to construct a new single family dwelling on the Property, intended for sale to an individual or family for residential occupancy. 1.03. The Authority has on this date conducted a duly noticed public hearing regarding the sale of the Property to Buyer, at which all interested persons were given an opportunity to be heard. 1.04. The Authority finds and determines that conveyance of the Property to Buyer is in the public interest and will further the objectives of its general plan of economic development, because it will provide an opportunity for increased housing opportunities in the City and serve as an impetus for further development. Section 2. Authority Approval, Further Proceedings. 2.01. The Board hereby approves the Contract in substantially the form presented to the Board, including conveyance of the Property to Buyer, 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 Contract by those officials shall be conclusive evidence of their approval. 610851vlBR305-140 2.02. Authority staff and officials are authorized to take all actions necessary to perform the Authority's obligations under the Contract as a whole, including without limitation execution of any documents to which the Authority is a party referenced in or attached to the Contract, and any deed or other documents necessary to convey the Property to Buyer, all as described in the Contract. 2a /9 Date The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Ryan and upon vote being taken thereon, the following voted in favor thereof. Lawrence -Anderson, Graves Butler, Ryan, and Elliott and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 610851v1BR305-140 PURCHASE AND DEVELOPMENT AGREEMENT 5355 Emerson Avenue 1. Parties. This Purchase and Development Agreement is made as of this 9th day of September, 2019 between the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA, a public body corporate and politic under the laws of Minnesota having its office located at: 6301 Shingle Creek Parkway, Brooklyn Center, MN ("Seller") and NOVAK-FLECK Incorporated, a Minnesota corporation ("Buyer"). 2. Offer/Acceptance. Buyer offers to purchase and Seller agrees to sell real property located at 5355 Emerson Avenue, City of Brooklyn Center, which will be legally described as follows: Lot 1, Block 1, Emerson EDA Addition, Hennepin County, Minnesota (the "Property") 3. Price and Terms. The price for the Property is Forty -Five Thousand Dollars ($45,000.00) which Buyer shall pay by certified check or wire transfer on the Date of Closing. The "Date of Closing" shall be December 10, 2019, or such other earlier or later date as the parties mutually agree. 4. Personal Property Included in Sale. There are no items of personal property or fixtures owned by Seller and currently located on the Property for purposes of this sale. 5. Deed. Upon performance by Buyer, Seller shall deliver a quit claim deed conveying title to the Property to Buyer, in substantially the form attached as Exhibit A (the "Deed"). 1 610801v1BR305-140 6. Real Estate Taxes and Special Assessments. The parties agree and understand that the Property is exempt from real estate taxes for taxes payable in the current year. Seller shall pay on Date of Closing all special assessments levied against the Property as of the date of this Agreement, including those certified for payment with taxes due and payable in 2019. Seller represents that there are no special assessments pending as of the date of this Agreement. If a special assessment becomes pending after the date of this Agreement and before the Date of Closing, Buyer may, at Buyer's option: A. Assume payment of the pending special assessment without adjustment to the purchase price of the Property; or B. Require Seller to pay the pending special assessment and Buyer shall pay a commensurate increase in the purchase price of the Property, which increase shall be the same as the estimated amount of the assessment; or C. Declare this Agreement null and void by notice to Seller, and earnest money shall be refunded to Buyer. 7. Closing Costs and Related Items. Seller shall be responsible for the following costs: (a) recording fees and conservation fees for all instruments required to establish marketable title in Seller; (b) deed transfer taxes and conservation fees required to be paid in connection with the Deed be given by Seller; (c) the costs associated with the platting of the Property. Buyer shall be responsible for the payment of the following costs: (a) recording fees required to be paid in connection with this Agreement and the Deed to be given by Seller; (b) the cost of all title evidence, including all search and commitment fees and the premium for an owner's policy of title insurance; and (c) closing fee, if any. Each party shall be responsible for its own attorneys' fees and costs. 8. Sewer and Water. Seller warrants that city sewer and water are available at the Property line. 9. Condition of Property. Buyer acknowledges that it has inspected or has had the opportunity to inspect the Property and agrees to accept the Property "AS IS." Buyer has the right, at its own expense to take soil samples for the purpose of determining if the soil is suitable for construction of the dwelling described in Section 14 below. If the soil is determined to be unacceptable the Buyer may rescind this Agreement by written notice to Seller, in which case the Agreement shall be null and void and all earnest money paid hereunder shall be refunded to Buyer. Seller makes no warranties as to the condition of the Property. 10. Marketability of Title. Seller has obtained a commitment for an owner's title insurance policy and will deliver it to Buyer upon execution of this Agreement by both parties. Buyer shall have 15 business days after receipt of the Title Commitment to examine the same and to deliver written objections to Title, if any, to Seller. Seller shall have the 2 610801v1BR305-140 greater of (i) the number of days remaining until the Date of Closing; or (ii) 30 days to have such objections removed or satisfied. 11. Title Clearance and Remedies. If Seller shall fail to have title objections timely removed, Buyer may, at its sole election: (a) terminate this Agreement without any liability on its part; in which event the earnest money shall be promptly refunded in exchange for a quit claim deed to the Property from Buyer; or (b) take title to the Property subject to such objections. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, Seller may elect either of the following options, as permitted by law: A. Cancel this Agreement as provided by statute and retain all payments made hereunder as liquidated damages. The parties acknowledge their intention that any note given pursuant to this Agreement is a down payment note, and may be presented for payment notwithstanding cancellation; B. Seek specific performance within six months after such right of action arises, including costs and reasonable attorneys' fees, as permitted by law. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, Buyer may, as permitted by law: A. Seek damages from Seller including costs and reasonable attorneys' fees; B. Seek specific performance within six months after such right of action arises. 12. Well Disclosure. Seller certifies that the status and number of wells has not changed since the previously filed well disclosure certificate 13. Individual Sewage Treatment System Disclosure. Seller certifies that there is no individual sewage treatment system on or serving the Property. 14. Construction and Sale of Dwelling. Buyer agrees that it will construct a new single family dwelling on the Property, intended for sale to a person or persons for residential occupancy (an "Owner Occupant"). This covenant shall survive the delivery of the Deed. A. The single family dwelling described in this Section is referred to as the "Minimum Improvements." B. The Minimum Improvements shall consist of a house with approximately 1,200 gross square feet, three bedrooms and two bathrooms and a garage and shall be constructed substantially in accordance with the plans on file in Brooklyn Center City Hall. Construction of the Minimum Improvements must be substantially 3 610801viBR305-140 completed within 200 days from the date of closing. Construction will be considered substantially complete when the final certificate of occupancy has been issued by the City of Brooklyn Center building official. C. Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of Buyer to construct such Minimum Improvements (including the date for completion thereof), Seller will furnish Buyer with a Certificate of Completion for such improvements. Such certification by Seller shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement and in the Deed with respect to the obligations of Buyer and its successors and assigns, to construct the Minimum Improvements and the dates for completion thereof. The certificate provided for in this Section of this Agreement shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Property. If Seller shall refuse or fail to provide any certification in accordance with the provisions of this Section, Seller shall, within 30 days after written request by Buyer, provide Buyer with a written statement, indicating in adequate detail in what respects Buyer has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of Seller for Buyer to take or perform in order to obtain such certification. D. The Buyer represents and agrees that until issuance of the Certificate of Completion for the Minimum Improvements: (1) Except for any sale to an Owner Occupant, Buyer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a "Transfer"), without the prior written approval of Seller's Board of Commissioners. The term "Transfer" does not include encumbrances made or granted by way of security for, and only for, the purpose of obtaining construction, interim or permanent financing necessary to enable Buyer or any successor in interest to the Property, or any part thereof, to construct the Minimum Improvements or component thereof. (2) If Buyer seeks to effect a Transfer to any person or entity other than an Owner Occupant prior to issuance of the Certificate of Completion, the Seller shall be entitled to require as conditions to such Transfer that: 4 610801v1BR305-140 (i) any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of Seller, necessary and adequate to fulfill the obligations undertaken in this Agreement by Buyer as to the portion of the Property to be transferred; and (ii) Any proposed transferee, by instrument in writing satisfactory to Seller and in form recordable in the public land records of Hennepin County, Minnesota, shall, for itself and its successors and assigns, and expressly for the benefit of Seller, have expressly assumed all of the obligations of Buyer under this Agreement as to the portion of the Property to be transferred and agreed to be subject to all the conditions and restrictions to which Buyer is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by Seller) deprive Seller of any rights or remedies or controls with respect to the Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit Seller of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Property that Seller would have had, had there been no such transfer or change. In the absence of specific written agreement by Seller to the contrary, no such transfer or approval by Seller thereof shall be deemed to relieve Buyer, or any other party bound in any way by this Agreement or otherwise with respect to the Property, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Property governed by this paragraph (D) shall be in a form reasonably satisfactory to Seller. (3) If the conditions described in paragraph (2) above are satisfied, then the Transfer will be approved and Buyer shall be released from its obligation under this Agreement, as to the portion of the Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (3) apply to all subsequent transferors. 5 610801v1BR305-140 (4) Upon issuance of the Certificate of Completion, Buyer may Transfer the Property or Buyer's rights and obligations under this Agreement with respect to such Property without the prior written consent of Seller, except to the extent required under paragraph (F) of this Section. E. The Buyer, and its successors and assigns, agree that it (a) will use the Minimum Improvements only as a single family dwelling, and in the case of an Owner Occupant, will occupy the Property as a residence, (b) will not seek exemption from real estate taxes on the Property under State law, and (c) will not transfer or permit transfer of the Property to any entity whose ownership or operation of the Property would result in the Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City of Brooklyn Center or Seller in accordance with this Agreement). The covenants in this paragraph run with the land, survive both delivery of the Deed and issuance of the Certificate of Completion for the Minimum Improvements, and shall remain in effect for 15 years after the Date of Closing. F. Buyer shall convey the Property (either before or after issuance of the Certificate of Completion) to an Owner Occupant whose household income does not exceed (a) 100 percent of median income in the case of one or two person household Owner Occupants, or (b) 115 percent of median income in the case of three or more person household Owner Occupants. The term "median income" means the median income in the seven -county metropolitan area, or the State as a whole, whichever is greater, using income data available from the Minnesota Housing Finance Agency as of the date of closing on sale to the Owner Occupant. Prior to closing on sale the Property by Buyer to an Owner Occupant, Buyer shall: (1) Notify the Seller in writing that the proposed Owner Occupant will meet the income qualifications under this paragraph; and (2) Submit to Seller evidence of Owner Occupant's income in a form satisfactory to Seller, evidencing compliance with the income limits described above. The covenant in this Section applies only to the first sale of the Property to an Owner Occupant, and does not apply to any subsequent sale by an Owner Occupant to any other person or party. 15. Revesting Title in Seller upon Happening of Event Subsequent to Conveyance to Buyer. In the event that subsequent to conveyance of the Property or any part thereof to Buyer and prior to receipt by Buyer of the Certificate of Completion for of the Minimum Improvements, Buyer, subject to Unavoidable Delays (as hereafter defined), fails to carry out its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the completion thereof), or abandons or substantially suspends construction work, and any such failure, abandonment, or suspension shall not be cured, ended, or remedied within 30 days after written demand from Seller to Buyer to do so, then Seller shall have the right to re-enter and take possession of the Property and to 6 610801viBR305-140 terminate (and revest in Seller) the estate conveyed by the Deed to Buyer, it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Property to Buyer shall be made upon, and that the Deed shall contain a condition subsequent to the effect that in the event of any default on the part of Buyer and failure on the part of Buyer to remedy, end, or abrogate such default within the period and in the manner stated in such subdivisions, Seller at its option may declare a termination in favor of Seller of the title, and of all the rights and interests in and to the Property conveyed to Buyer, and that such title and all rights and interests of Buyer, and any assigns or successors in interest to and in the Property, shall revert to Seller, but only if the events stated in this Section have not been cured within the time periods provided above. For the purposes of this Agreement, the tern "Unavoidable Delays" means delays beyond the reasonable control of Buyer as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire, or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state, or local governmental unit (other than Seller in exercising its rights under this Agreement) which directly results in delays. Unavoidable Delays shall not include delays in Buyer's obtaining of permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under this Section of this Agreement. 16. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in Seller of title to or possession of the Property or any part thereof as provided in Section 15, Seller shall apply the purchase price paid by Buyer under Section 4 of this Agreement as follows: (a) First, to reimburse Seller for all costs and expenses incurred by Seller, including but not limited to proportionate salaries of personnel, in connection with the recapture, management, and resale of the Property or part thereof (but less any income derived by Seller from the Property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charge during the period of ownership thereof by Seller, an amount, if paid, equal to such taxes, assessments, or charges (as determined by Seller assessing official) as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in Seller or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Buyer, its successors or transferees; any expenditures made or obligations incurred with respect to the malting or completion of the Minimum Improvements or any part thereof on the Property or part thereof; and any amounts otherwise owing Seller by Buyer and its successor or transferee; and 7 610801v1BR305-140 (b) Second, to reimburse Buyer for the balance of the purchase price remaining after the reimbursements specified in paragraph (a) above. Such reimbursement shall be paid to Buyer upon delivery of an executed, recordable warranty deed to the Property by Buyer to Seller. 17. Time is of the essence for all provisions of this contract. 18. Notices. All notices required herein shall be in writing and delivered personally or mailed to the address shown at Section 1 above and, if mailed, are effective as of the date of mailing. 19. Minnesota Law. This contract shall be governed by the laws of the State of Minnesota. 20. Specific Performance. This Agreement may be specifically enforced by the parties, provided that an action is brought within one year of the date of alleged breach of this Agreement. 21. No Remedy Exclusive. No remedy herein conferred upon or reserved to Seller or Buyer is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised fiom time to time and as often as may be deemed expedient. 22. No Merger of Representations, Warranties. All representations and warranties contained in this Purchase Agreement shall not be merged into any instruments or conveyance delivered at closing, and the parties shall be bound accordingly. 23. Recording. This Agreement shall be filed of record with the Hennepin County Recorder. Buyer shall pay all recording costs. 24. Commissions. Buyer has retained Rich Friedrichs of Richs Realty Inc. to represent it in this transaction (the "Buyer's Agent"). The Buyer shall be responsible for paying any real estate or brokerage commissions that are due to the Buyer's Agent resulting from this transaction. Both Buyer and Seller represent that with the exception of Buyer's Agent, that they have not entered into a contract with any other real estate agent or broker, whereby the agent or broker is entitled to a commission resulting from the transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against any claim made by a real estate broker or agent for a commission or fee based on alleged acts or agreements with the indemnifying party. 25. The Property currently consists of two lots that are being platted by Seller into one lot. Seller shall be responsible for making an application to the City of Brooklyn Center (the "City") to plat the Property and any costs associated with the platting of the Property. 8 610801v1BR305-140 Buyer's obligation to purchase the Property pursuant to this Agreement shall be contingent upon the approval of the City of the plat. 26. After this Agreement is approved and executed by both parties and Buyer has waived any title objections that it may have pursuant to Sections 10 and 11 of this Agreement, Buyer may apply to the City for a building permit to commence construction on the Minimum Improvements on the Property prior to closing. In that event, Buyer and Seller shall enter into a separate agreement that addresses liability, insurance, amount to be escrowed, etc. with respect to the Property. 9 610801vIBR305-140 In witness of the foregoing, the parties have executed this agreement on the year and date written above. STATE OF MINNESOTA } ss. COUNTY OF HENNEPIN SELLER: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA By: Mike Elliott Its: Presi By: Co •neliu ey Its: Executive Director This instrument was acknowledged before me on this A day of 2019, by Mike Elliott and Cornelius Boganey, the President and Executive Director, respectively, of the Economic Development Authority of the City of Brooklyn Center, Minnesota, a public body corporate and politic under the laws of Minnesota, on behalf of the public body corporate and politic. (Stamp) BARBARAJEANSU' ?" MARY PUBLIC•MINNrMA S-1 610801vIBR305-140 �du Notary Public STATE OF MINNESOTA ) 1 ss. COUNTY O a' ) BUYER: NOVAK-FLECIjJ CORPORATED A By Its: iknf Th foregoing was acknoWjedged befo e me this day of-- � 2019, by ° i C the of Novak-Flec Incorporated, a Minnesota corporation, on beha f of the corporation. ANDICE L. JOHNSON Notary, U lic ary "b+ f;; ;•,'> MyC Commission i Public -Minnesota n Eixpires Jan 1, 2020 This document drafted by: Kennedy & Graven, Chartered (SJS) 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 (612) 337-9300 S-2 610801vlBR305-140 Deed Tax Due: $ ECRV EXHIBIT A to PURCHASE AND DEVELOPMENT AGREEMENT FORM OF QUIT CLAIM DEED QUIT CLAIM DEED THIS INDENTURE, between the Economic Development Authority of the City of Brooklyn Center, Minnesota, a Minnesota public body corporate and politic (the "Grantor"), and Novak -Fleck Incorporated, a Minnesota corporation (the "Grantee"). WITNESSETH, that Grantor, in consideration of the sum of $45,000.00 and other good and valuable consideration the receipt whereof is hereby acknowledged, does hereby grant, bargain, quitclaim, and convey to the Grantee, its successors and assigns forever, all the tract or parcel of land lying and being in the County of Hennepin and State of Minnesota described as follows, to -wit (such tract or parcel of land is hereinafter referred to as the "Property"): Lot 1, Block 1, Emerson EDA Addition Check here if all or part of property is registered (Torrens) O To have and to hold the same, together with all the hereditaments and appurtenances thereunto belonging. SECTION 1. It is understood and agreed that this Deed is subject to the covenants, conditions, restrictions, and provisions of the Purchase and Development Agreement recorded herewith, between the Grantor and Grantee, dated as of , 2019 (the "Agreement") and that the Grantee shall not convey this Property, or any part thereof, except as permitted by the Agreement until a certificate of completion releasing the Grantee from certain obligations of said Agreement as to this Property or such part thereof then to be conveyed, has been placed of record. This provision, however, shall in no way prevent the Grantee from mortgaging this Property in order to obtain funds for the purchase of the Property hereby conveyed or for erecting the Minimum Improvements thereon (as defined in the Agreement) in conformity with the Agreement, any applicable development program and applicable provisions of the zoning ordinance of the City of Brooklyn Center, Minnesota, or for the refinancing of the same. It is specifically agreed that the Grantee shall promptly begin and diligently prosecute to completion the development of the Property through the construction of the Minimum Improvements thereon, as provided in the Agreement. A-1 610801v1BR305-140 Promptly after completion of the Minimum Improvements in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument so certifying. Such certification by the Grantor shall be (and it shall be so provided in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of the Grantee, and its successors and assigns, to construct the Minimum Improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Grantee to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the purchase of the Property hereby conveyed or the Minimum Improvements, or any part thereof. All certifications provided for herein shall be in such form as will enable them to be recorded with the County Recorder of Hennepin County, Minnesota. If the Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, the Grantor shall, within 30 days after written request by the Grantee, provide the Grantee with a written statement indicating in adequate detail in what respects the Grantee has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Grantor, for the Grantee to take or perform in order to obtain such certification. SECTION 2. The Grantee's rights and interest in the Property are subject to the terms and conditions of Sections 14 and 15 of the Agreement relating to the Grantor's right to re-enter and revest in Grantor title to the Property under conditions specified therein, including but not limited to, the condition subsequent that the Grantee substantially complete construction of the Minimum Improvements within 200 days of the date of this Deed and that the Grantee shall transfer or convey the Property and Minimum Improvements thereon only in accordance with Sections 14 (D) and 14 (F). SECTION 3. The Grantee agrees for itself and its successors and assigns to or of the Property or any part thereof, hereinbefore described, that the Grantee and such successors and assigns shall comply with Section 14 (E) of the Agreement for a period of 15 years after the date hereof. It is intended and agreed that the above and foregoing agreements and covenants shall be covenants running with the land for the respective terms herein provided, and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Deed, be binding, to the fullest extent permitted by law and equity for the benefit and in favor of, and enforceable by, the Grantor against the Grantee, its successors and assigns, and every successor in interest to the Property, or any part thereof or any interest therein, and any party in possession or occupancy of the Property or any part thereof. A-2 610801v1BR305-140 In amplification, and not in restriction of, the provisions of the preceding section, it is intended and agreed that the Grantor shall be deemed a beneficiary of the agreements and covenants provided herein, both for and in its own right, and also for the purposes of protecting the interest of the community and the other parties, public or private, in whose favor or for whose benefit these agreements and covenants have been provided. Such agreements and covenants shall run in favor of the Grantor without regard to whether the Grantor has at any time been, remains, or is an owner of any land or interest therein to, or in favor of, which such agreements and covenants relate. The Grantor shall have the right, in the event of any breach of any such agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled; provided that Grantor shall not have any right to re-enter the Property or revest in the Grantor the estate conveyed by this Deed on grounds of Grantee's failure to comply with its obligations under this Section 3. IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its behalf by its President and Executive Director this day of 19(A) , 2019. XThe Seller certifies that the Seller does not know of any wells on the described real property. ❑ A well disclosure certificate accompanies this document or has been electronically filed. (If electronically filed, insert WDC number: ). A-3 610801v1BR305-140 ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA B Y ike Elliott Its: President y - By(, C .I lius Bo y Its: Execut' irector STATE OF MINNESOTA ) ss COUNTY OF HENNEPIN ) This instrument was acknowledged before me on this I* day of `xAe kV 2019, by Mike Elliott and Cornelius Boganey, the President and Executive Director, respectively, of the Economic Development Authority of the City of Brooklyn Center, Minnesota, a public body corporate and politic under the laws of Minnesota, on behalf of the public body corporate and politic. --------------------- r BARBARA JEAN SUOU Notary Public NOTARYPUALIC•MiNNASOTA r�it ' MY COMMISSION AXPAiA501131/20 This instrument was drafted by: Tax Statements should be sent to: Kennedy & Graven, Charted (SJS) Novak -Fleck Incorporated 470 U.S. Bank Plaza 8857 Zealand Avenue North 200 South Sixth Street Brooklyn Park, MN 55445 Minneapolis, MN 55402 (612) 337-9300 A-4 610801v1BR305-140 EXHIBIT B TO PURCHASE AND DEVELOPMENT AGREEMENT FORM OF CERTIFICATE OF COMPLETION WHEREAS, the Economic Development Authority of the City of Brooklyn Center, Minnesota, a public body, corporate and politic (the "Grantor"), conveyed land in Hennepin County, Minnesota to Novak -Fleck Incorporated, a Minnesota corporation (the "Grantee"), by a Deed recorded in the office of the County Recorder in and for the County of Hennepin and State of Minnesota, as Document Number ; WHEREAS, said Deed contained certain covenants and restrictions set forth in Sections 1 and 2 of said Deed; and WHEREAS, said Grantee has performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all building construction and other physical improvements specified to be done and made by the Grantee have been completed and the above covenants and conditions in said Deed and the agreements and covenants in Sections 14 and 15 of the Agreement (as described in said Deed) have been performed by the Grantee therein, and the County Recorder in and for the County of Hennepin and State of Minnesota is hereby authorized to accept for recording and to record, the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions of Sections 14 and 15 of the Agreement and the covenants and restrictions set forth in Sections 1 and 2 of said Deed; provided that the covenants set forth in Sections 14 (E) of the Agreement, and in Section 3 of the Deed, remain in full force and effect through the period stated thereon. B-1 610801v1BR305-140 Dated: 20 )1 . ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF BROOKLYN CENTER, MINNESOTA By Its: Presi ent B It xecutive D' for STATE OF MINNESOTA ) ss COUNTY OF HENNEPIN ) The foregoi�nR instrument was acknowledged before me this �"day of e bi✓ , 20}ft, by I C lAIlt�C and , the President anU Executive Director, respectively, of the Economic Developmen Autho rty of the City of Brooklyn Center, Minnesota, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the public body corporate and politic. Notary Public This document drafted by: KENNEDY &GRAVEN, CHARTERED SJS ( ) ----- BARBARA IU470 U.S. Bank Plaza NNYI 200 South Sixth Street y Minneapolis, MN 55402 (612) 337-9300 B-2 610801v1BR305-140