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5. EDSR 05-13-2013 Elk REQUEST FOR ACTION River To ITEM NUMBER Economic Development Authority 5. AGENDA SECTION MEETING DATE PREPARED BY May 13, 2013 Clay Wilfahrt,Assistant Director of Economic Development ITEM DESCRIPTION REVIEWED By Consider options for Briggs Companies building in the Elk Jeremy Barnhart, Deputy Director, River Business Park CODD REVIEWED BY ACTION REQUESTED Consider options for the sale of a portion of Parcel A of Lot 1,Block 1 of Northstar Business Park. BACKGROUND/DISCUSSION The Briggs Companies owns a building at 11110 Industrial Circle NW in Elk River which houses the Briggs Companies,Ameriprise Financial, and Professional Services Bureau (PSB). PSB employs roughly 80 people, and both Ameriprise Financials and the Briggs Companies have offices in the building. There are approximately 50 parking spaces on site. The large number of employees coupled with limited parking on site pushes parking to the street, an undesirable situation. Pat Briggs of the Briggs Companies has expressed an interest in acquiring an acre of land directly to the south from the EDA for$1. He submitted the attached offer to staff in October of 2012. An appraisal conducted in 2012 determined that the portion of the land Mr. Briggs is requesting is buildable and has value considerably higher than what Mr. Briggs is offering. If the land were sold for$25,000 less than the appraised value,it would be subject to the business subsidy for the City and the State of Minnesota and need to meet wage and job goals. Mr. Briggs has stated that he is not able to increase the dollar amount of his offer. Staff explored state and local financing and incentive opportunities with Mr. Briggs prior to approaching the EDA with the land offer,which could be applied to the land purchase,reducing his expense. PSB has expressed that they may be compelled to move should the parking issue not be resolved especially as they anticipate an increase in employment from 80 to 100 by the end of 2013. PSB has also expressed an interest in potentially purchasing the building from Mr. Briggs. In the review of the purchase offer, and with a desire to help the business as much as possible, staff considered several options. First, the EDA could approve a sale of the land for$1. This option would resolve the parking situation and likely keep PSB in Elk River, however it also presents some challenges. First, the EDA would forego a substantial sum of money by accepting an amount considerably less than the appraised value. Also the EDA would set a precedent of selling land extremely inexpensively to businesses creating or retaining jobs which could lead to poor negotiating position in the future. Lastly, r / , EIEI / r N:A Departments\Community Development\Economic Development\EDA to move\Agenda\Year2013\5-13- 2013\Request for Action Briggs Land Request(1).docx NATURE selling the property primarily for a user that does not own its property is a more volatile situation than an owner occupied operation since the tenant has no financial commitment to the property. Second the EDA could decline the offer. With this option, the EDA does not lose out on potential revenue of the land and avoids the aforementioned precedent. However, this would likely lead to the exit of PSB from their existing location. Staff could work with PSB to find a new location in Elk River,but they will also consider other communities. In response to the original offer, staff declined it because of the large discrepancy between the offer and the appraised value. Not only would the EDA lose income potential for this lot,but it would also weaken negotiation positions in the future. Next, the EDA could direct staff to remove the restriction of high tech,industrial and manufacturing from the forgivable loan policy and encourage Mr. Briggs to apply and seek the remaining$107,000 of funds. Assuming his application was approved, this option would allow Mr. Briggs to purchase an acre of land from the city and construct a parking lot. The EDA Finance Committee expressed concern and rejected this idea at its March 29 meeting. Members of the committee stated that they thought that the EDA should target those industries, and a change would be premature since the program is only several months old. Finally,the EDA could direct staff to work with PSB to purchase the building from Mr. Briggs. The state may have some funding available through the Minnesota Investment Fund to help finance a purchase of the facility from Mr. Briggs. Mr. Briggs has expressed that he would like to retain possession of the building if possible,however he would be open to sell if it were his only option. Another potential challenge of this idea is that until the forgivable loan fund is expended, Elk River won't have access to state funding. FINANCIAL IMPACT Depends on option selected. ATTACHMENTS • Purchase Offer from the Briggs Companies • Email from PSB stating parking concerns Action Motion by Second by Vote Follow Up N:\Departments\Community Development\Economic Development EDA to move\Agenda\Year2013\5-13-2013\Request for Action Briggs Land Request(1).docx C ' OR •ifON4 4l9RIGGSgg $ THE BRIGGS COMPANIES 19021 Freeport St.NW Suite 100 Elk River,MN 55330 Phone:763-633-1080—Fax: 763-633-1430 To Whom It May Concern: BP-Sunset,LLC currently owns the land and building located at 11110 Industrial Circle NW Elk River,MN 55330.BP-Sunset,LLC is requesting to purchase land,herein referred to as Parcel Al,(see Exhibit A)to expand the parking lot for all of our clients within the building. See enclosed letters from current clients if you have any further questions. Sincerely, Marla Weston The Briggs Companies 19021 Freeport Street,Ste 100 --.-_-- .---_ ----Elk River,MN 55330 PH: 763-633-1080 FAX: 763-633-1430 1 1 j;Hi: • ■ Fa. � ,�w°z • 4 °l p� 'I . _. .. .. :.. f • �? � „to I er 1,',',-H'' r.t .e t`� �" .i i r r� �. f i r j r ���i �r�i a� `? .J$S r y llisS r r ua"7-7,71:1'§ � ; y < f t" Ii a' �. W i ;,,,,,,):.'7...%; �,r,mot. 4 �` I �� , k .'1„,,,.".'.t-,,'',.:;), „�., a � � 41 P.._.�:—”• * i F�' 4 y! 1 1� !1 f ,� tr' rrr �4 UI 1-'6"r1.,.1.7:.'1=1 ,--'-'.14.35',:g.' t T ,:i i v�. � �`!77 � �� � t�T�r� �,i trx �, �:��,,�}���}.,- `-• -- o�„siot�'�'��'o�,„a ......I���'-t"",:" .,,�:,..+ "" \. •..r'� ` :, ` 7 'Y, ° - a, fo.ac' 1 s to ...1'1.F,'-'.'Y'.'-':x ! 7 f t. , ,r rtK � r-- •....'t• m E x r 4 1• ,, 1 a.'-,-,,11""":.<;,4."-•i f rp• - _ . '-;"err .. ,..' ' y �:'' .... • =- - C�. _ ++,.;-,0 1111,1t,.':,\,,,:,.',,,::::,:r,,,,,:::,,?.....,::' ,_„' .,.^ -. ,4'• 1 .�.. t x � � _��," h'y'w a �1 Q�o .. , ^'l t"7.' .� o y W7," h !'....*:1.,p� .. P 4 S� .y.-r P � t _ 4 �� �y X „,,i.;,-,..-1 k l ` r,� .., i t �e r 7u Are ,•WI �a yd i� -,.....t,:, � � f r�lnri FS7 k it i iii! I� 1f ;r3'„�1 f 11! J 1.-'','","1'..-:.'..'"d'''-).i`....” — __.,,..„1,..,..,,,,L. i., :_l,„ � 1 s �� � >k;- � F a l.. iR ' , dl,, pranaq.8 u Illy Faum„f ,3 y)nt ' S s r 7..1 rt 7 , w 4 V Ifs a { Gs� f o � � I �� r I � � ',.":4;.,,,';',''''',.'r''f ( a�i F t ' �$ 1 7 `i s "� 1 ,, { r 1 �, r t z I �tf b � rt Lr�- .��°r. 'f ]I J I e ,S ' ti• cc :14:14!,' E MY a ' d % N s i I a 'rt a. i P 37171:14,-;c.:•:,,,'',.„,::.. q I.! o- t` n t I a Yrp .r ;''",r r Fl 11, a . �t t �'C( .i:.':'.2:-.', ':',P'''' : i� t c ;I �: t #.li ;r,k.41 �(I: t rClit's[1 1�f1t�� .4j f1,ri3?., � .. , A: r q ! t -I ({t.��1 1 rE r r ° rya 1; .,e: ,. ' r....',.4.,i . .._ '�'°'U II 1 -i 1-..,.,J,.,' .: ..._.. I� ��I + �t i1�3 L� ti r 4 a , s , you( 71 P f r,. i i } p{'r �wr,�-+r^,+-•��^*-='m !¢...«IL.. °I 1' 3.: �I T(i: st' I1 P � � i {mow r � r� a� f }�! J IE - �` � ri , i ' i � i i' ii• a §I ^; � 4 � �; I i"'r S. ". 4? t Tf k !;� s f 1 I � j � ri 4 n � 1 F i fq ,,, ,r a. a F, s E i f�l'1 [link)'nl 1 1 _ a " � 'I .� `'' �� ._F . . .,'_� • i• d • 1 , • - ° - • • • • • • PROFESSIONAL Cf.) SURV/CE BUREAU roll Licensed&BsntW Professions!Coiled= 11110 Industrial Circle NW Suite B Elk Rivet,Minnesota 55330 • Locals 763.5884202 • Phone:1.1300-388.0013 • Fax:763.58843E7 • Atigust 10,2012 • To The Briggs Companies; ' Our company moved into the Briggs Business Center in 2006. When we stared,we had • 8 employees-and currently we have exceeded 70 employees. Within this=expected escalated growth,we did net anticipate that we would have the amount of parking constraints that we are currently experiencing.We understand that this is not only At • • • • • Cont6M-OrtntS;initit-10-adtling-additional-FirdSgitd-fixt-te-Otliettlititrillthe - • • • • - blinding.If we cannot have additional parking on or before December 2012 we will have ' to exercise our early out option in our lease and ask The Briggs Companies to represent .us and move to the office complex in.Otsego to accommodate the parking challenges that we currently have.We would prefer to stay where we are at so that we do not disrupt our business model,but we anticipate being up to approximately 150 employees by June of -- -2013.-We-appreciate your proactive•approach:to cordact-lhe city to acquire the vaeantlot to the south of us and if you need any additional support from us please do not hesitate to . • ask. . jik L0..1 (4 i&o., -4-93,Gib --sg- • Ren&Engh Professional Service Bureau,be • . " ' Medical Appeals&Reimbursement Specialists -- • • • • • • • • • • Page 1 of 1 Client Relations Subject: F W:Parking at the BBC --Original Message--- From:darla.r.eggert®a ampf com • • Sent: 8/6/2012 1:45 PM , • • To:Client Relations • Subject Re:Parking at the BBC • YES- We need more parking et this building!!! Tied of parking on the street. • » » » > Darla R Eggert 1 Office Manager with the practice of Reed M.Pawelk Humphrey,Pawelk&Associates 1 A financial advisory practice of Ameriprise Financial Service,/no 11110 Industrial Circle NW]Suite A J Elk River,MN 55330 Office:763.441.7504 I Fax:763.633.13051 Toll Free:800.865.7504 darla.r.eggerbgampf com J ameiipr se.com We shapenancisi solutioirs far a lie#une ,�►Amcitrise Financial Franchise. Ameriprase P n7nciai Services,Inc. offers financial advisory services,investments,insurance and annuity products. RiverSource® ant.Columbia Management 1,4 products are offered by affiliates of Ameriprise Financial Services,Inc.,Member FINRA and SIPC. • • • • • • • • • • • • 8/10/2012 COMMERCIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS° • and the Minnesota Commercial Association of REALTORS°,which disclaims any liability arising out of use or misuse of this form. 02012 Minnesota Association of REALTORS°,Edina,MN 1. Date 10/24/2012 2. Page 1 of pages 3. Received of EP-Sunset, .LC 4. the sum of. Orie 5 ($ 1.ou ) DOLLARS 6 . ........ .... ..__..._ _.. ._.-.. cash as earnest money to be deposited upon Final-Acceptance.-of (Check,cash or note-state which.) 7. Purchase Agreement by all parties, on or before the third Business Day after Final Acceptance,in the trust 8. account of listing broker, unless otherwise agreed to in writing, but to be returned to Buyer if Purchase 9. Agreement is not accepted by Seller. 10. Said earnest money is part payment for the purchase of property at Parcel Al (see attached exhibit A 11. Parcel Al situated in the 12. 13. County of Sherburne ,State of Minnesota, PID#(s), n/a 14. and legally described as follows Lot 1 Blk 1 Northatar Business Park 15. 16. 17. together with the following personal property: 18. n/a 19. 20. 21. all of which property the undersigned has this day sold to Buyer for the sum of:. 22. . One 23. ($ 1.oo ) DOLLARS,which Buyer agrees to pay in the following manner: 24. Earnest money herein paid $ . and $ , cash, on _ .. . . . . _ . 25. January 1st ,20 13 ,the date of Closing and the balance of$• 1.00 26. by financing as shown on the attached Addendum. 27. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller agrees to execute and deliver a 28. © Warranty Deed, ❑ Limited Warranty Deed or ❑ Other: Deed, (Check one.)-- 29. conveying marketable title,subject to: 30. (a) building and zoning laws,ordinances,and state and federal regulations; 31:.-....(5)restbctions r ah'r to use or ifiprovement ofthepropertywithout-effective-forfeiture provisions; 32. (c) reservation of any mineral rights by the State of Minnesota or other government entity; 33. (d) utility and drainage easements which do not interfere with existing improvements; 34. (e) rights of tenants as follows©none ❑subject to the following tenancies: --(Check one.) - 35. 36. ;and 37. (f) others (must be specified in writing): 38. MNC:PA-1 (10/12) lage COMMERCIAL PURCHASE AGREEMENT • 39. Page 2 bate . - 10/24/20x2. . 40. Property located at Parcel Al 41. REAL ESTATE TAXES:Real estate taxes due and payable in the year of closing shall be prorated between Seller and 42. Buyer on a calendar year basis to the actual date of closing unless otherwise provided in this Purchase Agreement. 43. Real estate taxes payable in the years prior to closing shall be paid by Seller. Real estate taxes payable in the years 44. subsequent to closing shall be paid by Buyer. 45. SPECIAL ASSESSMENTS: 46. ❑ BUYER AND SELLER SHALL PRORATE AS OF THE DATE OF CLOSING © SELLER SHALL PAY (Check one.) ------ -- 47. on the date of closing all installments of special assessments certified for payment with the real estate taxes due and 48. payable in the year of closing. 49. ❑ BUYER SHALL ASSUME © SELLER SHALL PAY ON DATE OF CLOSING all other special assessments --(Check one.)-- - 50. levied as of the date of this Agreement. 51. ❑ BUYER SHALL ASSUME © SELLER SHALL PROVIDE FOR PAYMENT OF special assessments ___ --- (Check one.)- ---T--- --- 52. after the date of this Purchase Agreement and before the date of closing, Buyer may, at Buyer's option: 53. (a) assume payment of the pending special assessment without adjustment to the purchase price; 54. (b) require Seller to pay the pending special assessment(or escrow for payment of same a sum equal to 1 1/2 times 55. the projected pending assessment) and Buyer shall pay a commensurate increase in the purchase price of the 56. property,which increase shall be the same as the estimated amount of the assessment;or 57. (c) declare this Purchase Agreement terminated by written notice to Seller or licensee representing or assisting Seller. 58. If Buyer terminates this Purchase Agreement, Buyer and Seller shall immediately sign.a cancellation of purchase 59. agreement directing all earnest money paid hereunder to be refunded to Buyer. Seller shall pay on date of closing 60. any deferred real estate taxes or special assessments payment of which is required as a result of the closing of 61.- this sale:: .... .. 62. POSSESSION:Seller shall deliver possession of the property no later than. immediately after closing. 63. PRORATIONS:All items customarily prorated and adjusted in connection with the closing of the sale of the property 64. herein including but not limited to rents,operating expenses,interest on any debt assumed by Buyer,shall be prorated 65. as of the date of closing.It shall be assumed that Buyer will own the property for the entire date of the closing. 66. DAMAGES TO REAL PROPERTY: If there is any loss or damage to the property between the date hereof and the ----67.----date-of-closing;for-any-reason,-the-risk of-loss shall be-on-Seller:-if4he property-is clestroyed-or-substantially damaged----- -- 68. before the closing,this Purchase Agreement shall terminate,at Buyer's option,if Buyer gives written notice to Seller 69. or licensee representing or assisting Seller of such termination within thirty (30) days of the damage. Upon said 70. termination,Buyer and Seller shall immediately sign a cancellation of purchase agreement directing all earnest money 71. paid hereunder to be refunded Buyer. 72. EXAMINATION OF TITLE: Within a reasonable time after acceptance of this Purchase Agreement, Seller shall 73. provide evidence of title to Buyer or Buyer's designated title service provider, which shall include proper searches 74. covering bankruptcies,state and federal judgments and liens,and levied and pending special assessments,as follows: 75. IF THE PROPERTY IS ABSTRACT,Seller shall provide either: 76. (a) a commitment for an owner's policy of title insurance on a current ALTA form issued by an insurer licensed to write 77. title insurance in Minnesota and Seller shall pay the costs of evidence of title for such title insurance policy,and Buyer 78. shall pay the premium for any owners policy or lender's policy issued by the title insurance company, the title 79: .. -examination-fee-and-the-fee-for-any endorsements or other-coverages-requested-by Buyer;-or_... ....._ .._.... 80. (b) Abstract of Title certified to date. 812- ---Seller-shall-pat+for-allabstracting_feesandsurrender ny_abstractin-Sellees_possessionox_contrNtto_Buyer.at.Closing._.._.._..__.._ _ 82. IF THE PROPERTY ISTORRENS, Seller shall provide,at Buyer's option and request,either: • 83. (a) a Registered Property Abstract certified to date;or 84. (b) a commitment for an owner's policy of title insurance on a current ALTA form issued by insurer licensed to write 85. title insurance in Minnesota. MNC:PA-2(10/12) • /s COMMERCIAL PURCHASE AGREEMENT 86. Page 3 Date 10/24/2012 87. Property located at. Parcel Al . 88. Seller shall be responsible to pay,under either option,only those costs necessary to prepare the Registered Property 89. Abstract or commitment. Buyer shall, at Buyer's option,pay for either an attorney's title opinion or the title insurance 90. premium (for both an owner's policy and any lender's policy and the examination fee,together with the costs for any 91. endorsements or other coverages requested by Buyer). 92. Buyer shall have ten (10) business days after receipt of the Abstract of Title, Registered Property Abstract or title 93. insurance commitment to provide Seller, or licensee representing or assisting Seller, with written objections to title. 94. Buyer shall be deemed to have waived any title objections not made within such ten(10) day period,except that this 95.- shall not operate as a waiver of Seller's covenant to deliver a Deed, as specified in this Purchase Agreement.Seller 96. shall use Seller's best efforts to correct any title objections noted by Buyer and to provide marketable title by the date 97. of Closing. In the event Seller has not cured the title objections or otherwise provided marketable title by the date of 98. Closing,Seller shall have an additional thirty(30)days to correct the title objections or otherwise make title marketable. 99. Buyer may waive title objections or other defects by written notice to Seller or licensee representing or assisting Seller.In 100. addition to the thirty(30)day extension, Buyer and Seller may by mutual agreement further extend the Closing date: 101. Lacking such extension,either party may declare this Purchase Agreement terminated and neither party shall be liable 102. for damages to the other.Buyer and Seller shall immediately sign a cancellation of purchase agreement directing all 103. earnest money paid hereunder to be refunded to Buyer. 104. SUBDIVISION OF LAND: If this sale constitutes or requires a subdivision of land owned by Seller, Seller shall pay 105. all subdivision expenses and obtain all necessary governmental approvals.Seller warrants that the legal description 106. of the real property to be conveyed has been or shall be approved for recording as of the date of closing.Seller warrants 107. that the buildings are or shall be constructed entirely within the boundary lines of the property.Seller warrants that 108. there is a right of access to the property from a public right-of-way.These warranties shall survive the delivery of the 109. deed or contract.for deed... .. ... _ 110. MECHANIC'S LIENS:Seller warrants that prior to the closing,payment in full will have been made for all labor,materials, 111. machinery, fixtures or tools furnished within the 120 days immediately preceding the closing in connection with 112. construction,alteration or repair of any structure on,or improvement to,the property. 113. NOTICES:Seller warrants that Seller has not received any notice from any governmental authority as to condemnation 114. proceedings,or violation of any law,ordinance or regulation.If the property is subject to restrictive covenants, Seller 115. warrants that Seller has not received any notice from any person or authority as to a breach of the covenants.Any 116:such notices received-by Seller steal 1 ro-sided t-o Buyerimme-d ately ----- - - - ---- _._..------------------. - 117. DIMENSIONS:Buyer acknowledges any dimensions,square footage or acreage of land or improvements provided by 118. Seller,third party,or brokerrepresenting or assisting Seller are approximate.Buyer shall verify the accuracy of information 119. to Buyer's satisfaction,if material,at Buyer's sole cost and expense. 120. ACCESS:Seller agrees to allow reasonable access to the property for performance of any surveys,due diligence or 121. inspections agreed to herein. 122. REPRESENTATIONS AND WARRANTIES:See attached Addendum. 123. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT. 124. ENTIRE AGREEMENT:This Purchase Agreement, any attached exhibits and any addenda or amendments signed 125. by the parties shall constitute the entire agreement between Seller and Buyer and supersedes any other written or 126:-oral-agreements-between Seller-and.Buyer,-This-Purchase-Agreement-can.be..modified.-or.-canceled.only In writing_. 127. signed by Seller and Buyer or by operation of law.The parties agree the electronic signature of any party on any 128. document related to this transaction constitute valid,binding signatures.All monetary sums are deemed to be United 1-29: States-currencyforpurposes-of-this-Purchase-A-greement.Buyer-or-Seller maybe required to-pay-certain-closing costs, 130. which may effectively increase the cash outlay at closing or reduce the proceeds from the sale. 131. FINAL ACCEPTANCE:To be binding, this Purchase Agreement must be fully executed by both parties and a copy 132. must be delivered. MNC:PA-3(10/12) Igftftlit 0 COMMERCIAL PURCHASE AGREEMENT 133. Page 4 Date 10/24/2012 134. Property located at Parcel Al 135. CALCULATION OF DAYS:Any calculation of days begins on the first day(calendar or Business Days as specified) 136. following the occurrence of the event specified and includes subsequent days(calendar or Business Days as specified) 137. ending at 11:59 RM.on the last day. 138. BUSINESS DAYS:"Business Days"are days which are not Saturdays, Sundays or state or federal holidays unless 139. stated elsewhere by the parties in writing. 140. DEFAULT:If Buyer defaults in any of the agreements hereunder,Seller may terminate this Purchase Agreement under 141. the provisions of MN Statute 559.21. 142. If this Purchase Agreement is not canceled or terminated as provided hereunder, Buyer or Seller may seek actual 143. damages for breach of this Purchase Agreement or specific performance of this Purchase Agreement; and, as to 144. specific performance,such action must be commenced within six(6)months after such right of action arises. 145. ENVIRONMENTAL CONCERNS:To the best of Seller's knowledge,there are no hazardous substances or underground 146. storage tanks except herein noted: 147. None per seller 148. 149. 150. 151. 152. 153. (Check appropriate boxes.) 154. SELLER WARRANTS THAT THE PROPERTY IS EITHER DIRECTLY OR INDIRECTLY CONNECTED TO: 155. CITY SEWER DYES ©NO / CITY WATER OYES ©NO 156. SUBSURFACE SEWAGE TREATMENT SYSTEM 157.SELLER CERTIFIES-THAT-SELLER DOES ®-DOES NOS'-KNOW-OF A SUBSURFACE-SEWAGE T-REAT-MENT---------- (Check one.)---- 158. SYSTEM ON OR SERVING THE PROPERTY. (If answer is DOES, and the system does not require a state permit, 159. see Subsurface Sewage Treatment System Disclosure Statement.) 160. PRIVATE WELL 161. SELLER CERTIFIES THAT SELLER ❑ DOES © DOES NOT KNOW OF A WELL ON OR SERVING THE (Check one.) 162. PROPERTY.(If answer is DOES and well is located on the property,see Well Disclosure Statement.) 163. THIS PURCHASE AGREEMENT ❑ IS © IS NOT SUBJECT TO A SUBSURFACE SEWAGE TREATMENT -(Check one.)---- 164. SYSTEM AND WELL INSPECTION CONTINGENCY ADDENDUM.(If answer is IS,see attached Addendum.) 165. IF A WELL OR SUBSURFACE SEWAGE TREATMENT SYSTEM EXISTS ON THE PROPERTY, BUYER HAS 1.66.-RECEIVED-A--WELL DISCLOSURE STAT-EMENT-ANDIOR--A-SUBSURFACE..SEWAGE.TREATMENT SYSTEM. 167. DISCLOSURE STATEMENT. 169. Marla Weston The Briggs Companies Represents Buyer (Agent) (Company Name) 170. Represents. (Agent) (Company Name) MNC:PA-4(10/12) J%141 r COMMERCIAL PURCHASE AGREEMENT 171. Page.5 Date . 10/24/2012 172. Property located at Parcel Al 173. DUAL AGENCY DISCLOSURE: Dual agency occurs when one broker or salesperson represents both parties to a 174. transaction, or when two salespersons licensed to the same broker each represent a party to the transaction.Dual 175. agency requires the informed consent of all parties,and means that the broker or salesperson owes the same fiduciary 176. duties to both parties to the transaction.This role limits the level of representation the broker and salespersons can 177. provide,and prohibits them from acting exclusively for either party.In dual agency,confidential information about price, 178, terms and motivation for pursuing a transaction will be kept confidential unless one party instructs the broker or 179. salesperson in writing to disclose specific information about him or her.Other information will be shared.Dual agents 180. may not advocate for one party to the detriment of the other. 181. CONSENTTO DUAL AGENCY 182. Broker represents both parties involved in the transaction,which creates a.dual agency.This means that Broker and 183. its salespersons owe fiduciary duties to both parties.Because the parties may have conflicting interests,Broker and its 184. salespersons are prohibited from advocating exclusively for either party. Broker cannot act as a dual agent in this 185. transaction without the consent of both parties.Both parties acknowledge that 186. (1) confidential information communicated to Broker which regards price,terms or motivation to buy,sell or lease will 187. remain confidential unless the parties instruct Broker in writing to disclose this information.Other information will 188. be shared; 189. (2) Broker and its salespersons will not represent the interest of either party to the detriment of the other;and 190. (3) within the limits of dual agency, Broker and its salesperson will work diligently to facilitate the mechanics of the 191. sale. 192. With the knowledge and understanding of the explanation above,the parties authorize and instruct Broker and its 193. salespersons to act as dual agents in this transaction. 194. SELLER: BUYER: 195. By: By: 196. Its:. ._. Its: owner 197. ---- (Date)-- ------ - - -- -- --P ate)- - - ------ -- --- - --- - 198. SELLER: BUYER: • 199. By: By:. 200. its: Its: 201. (Date) (Dale) 202. MISCELLANEOUS PROVISIONS. 203: -(a)Sur-vlval:All-of-the-warranties;-representations-and covenants-of-this Agreement-shall-survive-and-be enforceable 204. after the closing. 205. (b) Entire Agreement; Modification.This Purchase Agreement constitutes the complete agreement between the -206..--_ ,arlies-and-supersedes-any-prior-oral-or-wriften-agreements between-the-parties-regarding-the property.-There- 207. are no verbal agreements that change this Purchase Agreement and no waiver of any of its terms will be effective 208. unless in writing executed by the parties. 209, (c) Successors and Assigns. If this Purchase Agreement is assigned., all provisions of this Purchase Agreement 210. shall be binding on successors and assigns. MNC:PA-5(10/12) I1 COMMERCIAL PURCHASE AGREEMENT 211. Page 6 Date 10/24/2012 212. Property located at Parcel Al 213. (d) Other. subject to city approval 214. 215. 216. 217. 218.. 219. 220. 221. 222. 223. ACCEPTANCE DEADLINE.This offer to purchase, unless accepted sooner, shall be null and void at 11:59 p.m., 224. n/a ,20 ,and in such event all earnest money shall be refunded to Buyer. 225. ADDENDA AND PAGE NUMBERING:Attached addenda are a part of this Purchase Agreement. 226. ❑ If checked, this Commercial Purchase Agreement is subject to attached Counteroffer Addendum to 227. Commercial Purchase Agreement. 228. SELLER BUYER. 229. 230. By: By: 231. Its: .. tts:. owner 232. - - ---------------------- (Date) ----------- - date--- ------- ----------------- -------- 233. SELLER BUYER 234. 235. By: By 236. Its: Its: 237. (Date) (Date) 238. FINAL ACCEPTANCE DATE: The Final Acceptance Date 239 is the date-on-which-the fully executed Purchase-Agreement is-delivered: --- - -- ____THIS,SA_LESALLY BINDING CONTRACT BETWEEN BUYER AND SELLER. 241. IFYOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. 242. THIS MINNESOTA ASSOCIATION OF REALTORS®COMMERCIAL PURCHASE AGREEMENT IS NOT 243. DESIGNED TO BE AND IS NOT WARRANTED TO BE INCLUSIVE OF ALL ISSUES SELLER AND BUYER 244. MAY WISH TO ADDRESS,AND EITHER PARTY MAY WISH TO MODIFY THIS PURCHASE AGREEMENT 245. TO ADDRESS STATUTORY OR CONTRACTUAL MATTERS NOT CONTAINED IN THIS FORM. 246. BOTH PARTIES ARE ADVISED TO.SEEK THE ADVICE OF AN.ATTORNEY TO ENSURE 247. THIS CONTRACT ADEQUATELY ADDRESSES THAT PARTY'S RIGHTS. MNC:PA-B(10/12) IftrOt