Loading...
5. EDSR 06-17-2013 Elk REQUEST FOR ACTION River To ITEM NUMBER Economic Development Authority 5. AGENDA SECTION MEETING DATE PREPARED BY June 17, 2013 Clay Wilfahrt,Assistant Director of Economic Development ITEM DESCRIPTION REVIEWED By Request by Pat Briggs to purchase City-owned property on Jeremy Barnhart, Deputy Director, behalf of Professional Service Bureau, Inc. Community Operations and Development REVIEWED BY Brian Beeman, Director of Economic Development ACTION REQUESTED Hear testimony from Pat Briggs representing PSB (Professional Service Bureau, Inc.) on the details of the proposed purchase agreement between PSB and the City; for the sale of City owned 3 acres parcel Al of Northstar Business Park to PSB in the amount of$196,000. BACKGROUND/DISCUSSION Consensus of the EDA at the May 13, 2013 meeting was that they are not interested in selling the property for$1 and for staff to work with the current tenants,PSB, to find a solution or to potentially acquire the building. Currently, PSB leases their building from PB-Sunset, the owner of the building at 11110 Industrial Cir NW and is running out of room for parking, due to their rapidly growing business. PSB has offered to purchase the building from PB-Sunset contingent upon a Small Business loan through the Bank of Elk River.To address the parking issue,PSB proposes to purchase three acres of Parcel A, the recently created parcel of Lot 1,Block 1,Northstar Business Park intended to facilitate the expansion of adjacent businesses. PSB has come forward with a proposal to purchase three acres at$1.50 per square foot ($196,000 / 130,680 sq ft). For the purchase to be consummated and improvement to be completed, several steps are necessary: Confirm the market value of the land Public hearing for the sale of the land Approve a resolution approving the purchase agreement A three acre lot will need to be created (survey required) The three acre parcel will need to be incorporated into the PSB lot Site plan approval will need to be granted for the parking lot expansion (civil engineering required) After hearing Mr. Brigg's proposal to the EDA on the purchase agreement, the EDA will need to decide if t)ae proposed offer seems reasonable and direct staff to proceed with the project. The proposed purchase agreement includes a statement of intent that"PSB and the Briggs Companies will donate $5000 each towards Parks &Recreation at closing", as part of their appreciation of the City's support in this agreement. Pat Briggs has stated that he represents PSB in this purchase agreement. ATTACHMENTS • Purchase Agreement • Map of Parcel • Letter from PSB • • COMMERCIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS® and the Minnesota Commercial Association of REALTORS® which disclaims any liability arising out of use or misuse of this form. ©2012 Minnesota Association of REALTORS®,Edina,MN 1. Date 06/10/13 2. Page 1 of pages 3. Received of Professional Service Bureau, Inc. 4. the sum of one Thousand 5 ($ 1,000.0o ) DOLLARS 6. check 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, PlD# (s) n/a 14. and legally described as follows Lot 1 Elk 1 Northstar Business Park 15. 16. • 17. together with the following personal property: n/a 18. 19. 20. 21. all of which property the undersigned has this day sold to Buyer for the sum of: 22. One Hundred Ninety-Six Thousand 23. ($ 196,000.00 )DOLLARS,which Buyer agrees to pay in the following manner: 24. Earnest money herein paid $ 1,000.00 and $ .00 , cash, on 25. September 16th ,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. (b) restrictions relating to use or improvement of the property without 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) ,((�� _t� , . /forms COMMERCIAL PURCHASE AGREEMENT 39. Page 2 Date 06/10/13 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 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 0 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.)---- -- --- -- ---- 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.If the property is destroyed 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 owner's 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. 81. Seller shall pay for all abstracting fees and surrender any abstract in Seller's possession or control to Buyer at Closing. 82. IF THE PROPERTY IS TORRENS, 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) i rorrns COMMERCIAL PURCHASE AGREEMENT 86. Page 3 Date 06/10/13 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 shall be provided to Buyer immediately. 117. DIMENSIONS:Buyer acknowledges any dimensions,square footage or acreage of land or improvements provided by 118. Seller,third party,or broker representing 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 129. States currency for purposes of this Purchase Agreement.Buyer or Seller may be 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) lustanc,t forms , COMMERCIAL PURCHASE AGREEMENT 133. Page 4 Date 06/10/1s 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 P.M.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: None per seller 147. 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 OYES© NO / CITY WATER DYES©NO 156. SUBSURFACE SEWAGE TREATMENT SYSTEM 157. SELLER CERTIFIES THAT SELLER❑DOES MI DOES NOT KNOW OF A SUBSURFACE SEWAGE TREATMENT 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 T 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 166. RECEIVED A WELL DISCLOSURE STATEMENT AND/OR A SUBSURFACE SEWAGE TREATMENT SYSTEM 167. DISCLOSURE STATEMENT. 168. NOTICE 169. Patrick Briggs Briggs Properties, Inc. Represents. BuyeT (Agent) (Company Name) 170. Represents (Agent) (Company Name) MNC:PA-4(10/12) corms .t Norms COMMERCIAL PURCHASE AGREEMENT 171. Page 5 Date 05/10/13 172. 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: � y 195. By: BY (y �6.{� 196. Its: lt . /' owner 197. (Date) (Date) , 198. SELLER: BUYER: 199. By: • By: 200. Its: Its: 3 � 201. (Date) (Date) 202. MISCELLANEOUS PROVISIONS. 203. (a) Survival.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. parties and supersedes any prior oral or written 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) sta r..1 corms . COMMERCIAL PURCHASE AGREEMENT 211. Page 6 Date 06/10/13 212. Property located at Parcel Al 213. (d) Other. Subject to forgivable loan program or other grants or state funding. 4. I" 15. 1 �- �~ f <55 S C o cc vi t (A,//71 1 GVI ce 216. -if S 5 ®o© .-�i� �%�-Ci� �✓� vicS 217. ii --- 218. �6I55(,- 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. �l/� 4 `6.1 230. By: By: 231. Its: Its: ,ed owner l 232. -- /�"' X(. (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. 240. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER AND SELLER. 241. IF YOU 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-6(10/12) 1 - orms 1 COMMERCIAL CONTRACT FOR EXCLUSIVE RIGHT TO REPRESENT BUYER AND/OR TENANT • 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. ©2012 Minnesota Association of REALTORS®,Edina,MN 1. Date 06/10/13 2. Page 1 3. DEFINITIONS: Buyer and/or Tenant is Professional Service Bureau, Inc. (Buyer and/or 4. Tenant).Broker is Briggs Properties Inc. -- (Real Estate Company Name) 5. (Broker). Buyer and/or Tenant gives Broker the exclusive right to locate and/or to assist in negotiations for the 6. © PURCHASE, exchange or option to purchase (Purchase) © LEASE, or option to lease (Lease) -------------------(Check all that apply.)- - 7. commercial, industrial, or investment property at a price and with terms acceptable to Buyer and/or Tenant. (It only 8. PURCHASE is checked,all references to Tenant or lease do not apply.If only LEASE is checked,all references to Buyer 9. or Purchase do not apply.) This Contract starts on June 10th ,20 13 ,and ends at 11:59 p.m.on 10, • June 10th , 20 16 . This Contract may only be canceled by written mutual agreement of the parties. 11. BROKER'S OBLIGATION: Broker shall make a reasonable effort to locate property acceptable to Buyer and/or 12. Tenant.Broker shall use professional knowledge and skills to assist in negotiations for the Purchase and/or Lease of 13. property.Broker shall assist Buyer and/or Tenant throughout the transaction.Broker shall act in Buyer's and/orTenani's 14. best interest at all times.Broker shall comply with all applicable nondiscrimination regulations. 15. BUYER'S AND/OR TENANT'S OBLIGATION: Buyer and/or Tenant shall work exclusively with Broker for the 16. Purchase and/or Lease of property.Buyer and/or Tenant shall promptly furnish to Broker accurate and relevant personal 17. financial information to ascertain Buyer's and/or Tenant's ability to Purchase and/or Lease property, if requested. 18. Buyer and/or Tenant shall cooperate with Broker in finding a property to Purchase and/or Lease. After a purchase and/ 19. or lease agreement has been accepted by seller and/or lessor, Buyer and/or Tenant is legally obligated to Purchase 20. and/or Lease the property. If Buyer refuses to close the Purchase and/or Tenant refuses to commence the Lease in 21. accordance with the terms of the executed lease agreement for any reason other than the failure of the seller and/or 22. lessor to perform,subject to relevant contingencies,Buyer and/or Tenant shall pay Broker all compensation due under 23. this Contract. 24. NOTICE: THE COMPENSATION FOR THE PURCHASE, LEASE, RENTAL OR MANAGEMENT OF REAL .25. PROPERTY SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND THE BROKER'S 26. CLIENT. 27. BROKER'S COMPENSATION (Fill in all Blanks.): 28. COMPENSATION FOR PURCHASE: Buyer agrees to compensate Broker if Buyer or any other person acting on 29. Buyer's behalf agrees to Purchase any property during the term of this Contract.Buyer shall pay Broker a retainer fee 30. of $ 1.00 when Buyer signs this Contract. Broker shall keep this fee even if Buyer 31. does not Purchase property. The retainer paid shall apply toward satisfaction of Buyer's obligation to compensate 32. Broker.Buyer shall pay Broker, as Broker's compensation, (check any that apply): 33. © 3 percent(%)of the selling price; 34. ❑ $ 35. ❑ $ per square foot; 36. ❑ OTHER: 37. • 38. 39. when Buyer closes the Purchase, or upon the occurrence of any of the following conditions,indentified in lines 56-69. MNC:CERRB-1 (10/12) tazn' - Torrm COMMERCIAL CONTRACT FOR EXCLUSIVE RIGHT TO REPRESENT BUYER AND/OR TENANT 40. Page 2 41. COMPENSATION FOR LEASE: Tenant agrees to compensate Broker if Tenant or any other person acting on 42. Tenant's behalf agrees to Lease any property during the term of this Contract.Tenant shall pay Broker a retainer fee of ` 43. $ 1.00 when Tenant signs this Contract. Broker shall keep this fee even if Tenant does 44. not Lease property. The retainer paid shall apply toward satisfaction of Tenant's obligation to compensate 45. Broker.Tenant shall pay Broker, as Broker's compensation, (check any that apply): 46. © 3.00 percent(%) of the total gross obligation of the lease price; 47. ❑ percent(%)of the total net obligation of the lease price; 48. ❑ $ 49 ❑ $ per useable square foot; 50. ❑ $ per rentable square foot; 51. ❑ OTHER: - 52. 53. 54. upon the occurrence of any of the following conditions, indentified in lines 56-69 and paid in the following manner: 55. 1.0 percent(%) upon lease execution and 2.0 percent(%) upon lease occupancy. 56. COMPENSATION CONDITIONS: 57. 1. Buyer and/or Tenant Purchases and/or Leases or agrees to Purchase and/or Lease a property before the end of 58. this Contract with the assistance of Broker or Broker's salesperson;or 59. 2. Within 180 days (not to exceed six(6)months, except for the purchase or sale of a business, in which case 60. it cannot exceed two (2) years) after the end of this Contract, Buyer and/or Tenant Purchases and/or Leases 61. property which either Broker or Broker's salesperson has physically shown Buyer and/or Tenant or in which Buyer 62. and/or Tenant has made an affirmative showing of interest to Broker or Broker's salesperson before the end of this 63. Contract, so long as Broker has identified this property on a written list Broker gives to Buyer and/or Tenant within 64. 72 hours after the end of this Contract. 65. Broker is authorized to negotiate and receive compensation paid by seller and/or lessor, or broker representing 66. or assisting seller and/or lessor, if Broker informs Buyer and/or Tenant in writing before Buyer and/or Tenant signs 67. an offer to Purchase and/or Lease the property. Any compensation accepted by Broker from seller and/or lessor, 68. or broker representing or assisting seller and/or lessor, Ij SHALL❑SHALL NOT reduce any obligation of Buyer ---(Check one.) 69. and/or Tenant to pay the compensation,by the amount received by seller and/or lessor or broker. 70. CAUTION: BUYER'S AND/OR TENANT'S ACTIONS IN LOCATING A PROPERTY MAY AFFECT PAYMENT OF 71. COMPENSATION BY SELLER(S) AND/OR LESSOR(S)AND MAY THEREFORE OBLIGATE BUYER 72. AND/OR TENANT TO PAY ALL OR PART OF THE COMPENSATION IN CASH AT CLOSING. FOR 73. EXAMPLE:SIGNING A PURCHASE AND/OR LEASE AGREEMENT THROUGH ANOTHER BROKER 74. OR WITH SELLER AND/OR LESSOR MAY REQUIRE BUYER'S AND/OR TENANT'S PAYMENT OF 75. THE FULL COMPENSATION TO BUYER'S AND/OR TENANT'S BROKER. 76. CLOSING SERVICES: 77. NOTICE: THE REAL ESTATE BROKER, LICENSEE REPRESENTING OR ASSISTING BUYER OR REAL 78. ESTATE CLOSING AGENT HAS NOT EXPRESSED AND, UNDER APPLICABLE STATE LAW, MAY 79. NOT EXPRESS OPINIONS REGARDING THE LEGAL EFFECT OF THE CLOSING DOCUMENTS OR 80. OF THE CLOSING ITSELF. MNC:CERRB-2(10/12) l staerL:+t forms'-- COMMERCIAL CONTRACT FOR EXCLUSIVE RIGHT TO REPRESENT BUYER AND/OR TENANT 81. Page 3 82. Buyer's choice fo I•sing sa ice (nitial one.) 83 % ; i/ buyer wishes to have Broker arrange for the closing. (Buyer) (Buyer) 84. Buyer shall arrangefor a qualified closing agent or Buyer's attorneyto conductthe closing. (Buyer) (Buyer) 85. ADDITIONAL COSTS: Buyer and/or Tenant acknowledges that Buyer and/or Tenant may be required to pay certain 86. costs at closing and/or in Leasing; including but not limited to application fees, credit checks, and/or closing costs; 87. which may effectively increase the cash outlay at closing. • 88. INSPECTION: Broker recommends that Buyer and/or Tenant obtain a physical inspection and conduct further 89. investigation and due diligence of the property, including but not limited to inspecting and reviewing the financial 90. documents, environmental reports, surveys, and any additional methods of investigation of Buyer's and/or Tenant's 91. choice,to satisfy himself/herself/itself with the condition of the property. 92. AGENCY REPRESENTATION: 93. © Buyer and/or Tenant will agree to a dual agency representation and will consider properties listed by Broker. 94. ❑ Buyer and/or Tenant will not agree to a dual agency representation and will not consider properties listed by 95. Broker. 96. Real Estat- Comp-• •-me: Briggs Properties Inc. 97. By: (.' en ee) Patrick Briggs 98. Buyer and/or Tenant: " '441 ` Date:. 99. Buyer and/or Tenant: Date: 100. OTHER POTENTIAL BUYERS AND/OR TENANTS: Broker may represent or work with other potential buyers and/ 101. or tenants for the same property before,during and after the expiration of this Contract. Other potential buyers and/or 102. tenants may consider, make offers or Purchase and/or Lease through Broker the same or similar properties as Buyer 103. and/or Tenant is seeking to acquire. 104. PREVIOUS AGENCY RELATIONSHIPS:Broker or licensee representing or assisting Buyer and/or Tenant may have 105. had a previous agency relationship with a seller and/or tenant of a property Buyer and/or Tenant is interested in 106. Purchasing and/or Leasing. Buyer and/or Tenant acknowledges that Buyer's and/or Tenant's Broker or licensee 107. representing or assisting Buyer and/or Tenant is legally required to keep information regarding the ultimate price and 108. terms the seller and/or lessor would accept and the motivation for selling and/or leasing confidential,if known. 109. NOTICE REGARDING PREDATORY OFFENDER INFORMATION:Information regarding the predatory offender 110. registry and persons registered with the predatory offender registry under MN Statutes 243.166 may be 111. obtained by contacting the local law enforcement offices in the community where the property is located, 112. or the Minnesota Department of Corrections at (651) 361-7200, or from the Department of Corrections Web 113. site at www.corr.state.mn.us. 114. ELECTRONIC SIGNATURES:The parties agree the electronic signature of any party on any document related to this 115. transaction constitute valid, binding signatures. MNC:CERRB-3(10/12) corms • COMMERCIAL CONTRACT FOR EXCLUSIVE RIGHT TO REPRESENT BUYER AND/OR TENANT 116. Page 4 117. CONSENT FOR COMMUNICATION: Buyer and/or Tenant authorizes Broker and its representatives to contact Buyer 118. and/or Tenant by mail, phone, fax, e-mail or other means of communication during the term of this Contract and 119. anytime thereafter. 120. OTHER: 121. 122. 123. 124. 125. 126. 127. 128. 129. 130. 131. 132. 133. BUYER AND/OR TENANT BROKER 134. ,� 135. By: h44,1T C/-��/`�'`'� Bri--s Pro-ert -. (BROKER) '136. Its:. ;:z2 .3 //7-e-4471- /7-e By: �-''- Triggs 137. (Date) (Da 138. BUYER AND/OR TENANT 139. 140. By: 141. Its: (Date) 142. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER AND/OR TENANT AND BROKER. 143. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. MNC:CERRB-4(10/12) twins 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. ©2012 Minnesota Association of REALTORS®,Edina,MN 1. Date 06/10/13 2. Page 1 of pages 3. Received of Professional Service Bureau, Inc. 4. the sum of One Hundred 5 ($ 100.00 ) DOLLARS • 6. check 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 11 11110 Industrial situated in the 12. Elk River 13. County of Sherburne ,State of Minnesota, PID# (s) 75-659-0121 14. and legally described as follows THAT PT OF LOT 4, BLK 1, LYING WLY OF THE E 143 .83 FT OF SAID LOT 4. 15. 16. 17. together with the following personal property: n/a 18. 19. 20. 21. all of which property the undersigned has this day sold to Buyer for the sum of: 22. One Million Six Hundred Thousand 23. ($ 1,600,000.00 ) DOLLARS,which Buyer agrees to pay in the following manner: 24. Earnest money herein paid $ 100.00 and $ .00 , cash, on 25. October lst ,20 13 ,the date of Closing and the balance of$ 1,599,900.00 _ 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. (b) restrictions relating to use or improvement of the property without 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 n none ❑subject to the following tenancies:35. 36. ;and 37. (f) others (must be specified in writing): 38. M'C:PA-1 (10112) , If _ tormY J COMMERCIAL PURCHASE AGREEMENT 39. Page 2 Date 06/10/13 - 40. Property located at 11110 Industrial Elk River 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 a SELLER SHALL PAY --------------- (Check one.)--------•--------------- 47. on the date of closing all installments of special assessments certified for payment with the real estate taxes clue and 48. payable in the year of closing. 49. n BUYER SHALL ASSUME © SELLER SHALL PAY ON DATE OF CLOSING all other special assessments (Check one.J-------��-----------..-- -------- 50. levied as of the date of this Agreement. 51. ❑ BUYER SHALL ASSUME 13 SELLER SHALL PROVIDE FOR PAYMENT OF special assessments -------_----- -_-_._ .__.. __(Check one.)--- 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 game 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 10/01/13 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.If the property is destroyed 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 owner's 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. 81. Seller shall pay for all abstracting fees and surrender any abstract in Seller's possession or control to 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) Ipstarr- ic8-fFPS COMMERCIAL PURCHASE AGREEMENT 86. Page 3 Date 06/10/13 87. Property located at 11110 Industrial Elk River 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 shall be provided to Buyer immediately. 117. DIMENSIONS:Buyer acknowledges any dimensions,square footage or acreage of land or improvements provided by 118. Seller,third party,or broker representing 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 129. States currency for purposes of this Purchase Agreement.Buyer or Seller may be 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) orrns COMMERCIAL PURCHASE AGREEMENT 133. Page 4 Date 05/10/13 134. Property located at 11110 Industrial Elk River 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 P.M.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: none per seller 147. 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 ©YES❑NO / CITY WATER ©YES❑NO 156. SUBSURFACE SEWAGE TREATMENT SYSTEM 157. SELLER CERTIFIES THAT SELLER❑DOES©DOES NOT KNOW OF A SUBSURFACE SEWAGE TREATMENT --(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 n DOES © DOES NOT KNOW OF A WELL ON OR SERVING THE -----(Check 162. PROPERTY. (If answer is DOES and well is located on the property,see Well Disclosure Statement.) i 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 166. RECEIVED A WELL DISCLOSURE STATEMENT AND/OR A SUBSURFACE SEWAGE TREATMENT SYSTEM 167. DISCLOSURE STATEMENT. I J 168. NOTICE 169. Patrick Briggs Briggs Properties Inc. Represents- seller (Agent) (Company Name) 170. Patrick Briggs Briggs Properties Inc. Represents buyer (Agent) (Company Name) C:PA-4(10/12) in towns''> 3 ! COMMERCIAL PURCHASE AGREEMENT 171. Page 5 Date 06/10/13 172. Property located at 11110 Industrial Elk River 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, CONSENT TO 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: r BUYE-•P.ter - 195. By: By: w ; 196. I Its: Ple7S 0�/ t l�� 197. - (Date) (Date) 198. SELLER: BUYER: 199. By:. By: 200. Its: Its: 201. - (Date) (Date) 202. MISCELLANEOUS PROVISIONS. 203. (a) Survival.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. parties and supersedes any prior oral or written 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) FS$a6�;`i$ orms:' COMMERCIAL PURCHASE AGREEMENT 211. Page 6 Date 06/10/13 212. Property located at 11110 Industrial Elk River 213. (d) Other. subject to acceptance of purchase agreement dated 214. for parcel Al of Northstar Business Park 215. submitted to the City of Elk River for final acceptance. 216. • Financing will be provided through an SBA loan through the Bank of 217. Elk River. 218. Disclosure: Patrick Briggs is a licensed Real Estate agent and the 219. principle of BP-Sunset who is the owner of 11110 Industrial Circle 220. Elk River, MN 55330. 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 BU 229. =i�"'�- '`5 ,'...C- 230. By: ��� 1�--�- By J P 231. It / Its:, -- 232. / r(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. 240. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER AND SELLER. 241. IF YOU 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 SEEKTHE ADVICE OF AN ATTORNEY TO ENSURE 247. THIS CONTRACT ADEQUATELY ADDRESSES THAT PARTY'S RIGHTS. MNC:PA-6(10/12) forms,,, AGENCY RELATIONSHIPS IN REAL ESTATE TRANSACTIONS 1. Page 1 2. MINNESOTA LAW REQUIRES that early in any relationship, real estate brokers or salespersons discuss with 3. consumers what type of agency representation or relationship they desire.(1)The available options are listed below.This 4, is not a contract.This is an agency disclosure form only. If you desire representation you must enter into a 5. written contract,according to state law(a listing contract or a buyer/tenant representation contract).Until such time 6. as you choose to enter into a written contract for representation,you will be treated as a customer and will not receive 7. any representation from the broker or salesperson.The broker or salesperson will be acting as a Facilitator (see 8. paragraph V on page two(2)), unless the broker or salesperson is representing another party,as described below. 9. ACKNOWLEDGMENT: I/We acknowledge that I/we have been presented with the below-described options. 10. I/We understand that until Uwe have signed a representation contract, I/we am/are not represented-by the 11, broker/salesperson. I/We understand that written consent is required for a dual agency relationship. 12. THIS IS A DISCLOSURE ONLY,NOT A CONTRACT FOR REPRESENTATION. ' r I4��.r , �fir? 13. -"- (Signet 4-_� (Date) (Signature) (Dais) 14. I. Seller's/Landlord's Broker:A broker who lists a property,or a salesperson who is licensed to the listing broker, 15. represents the Seller/Landlord and acts on behalf of the Seller/Landlord. A Seller's/Landlord's broker owes to 16. the Seller/Landlord the fiduciary duties described on page two (2).(2)The broker must also disclose to the Buyer 17. material facts as defined in MN Statute 82.68, Subd. 3, of which the broker is aware that could adversely and 18. significantly affect the Buyer's use or enjoyment of the property. (MN Statute 82.68, Subd. 3 does not apply to 19. rental/lease transactions.)If a broker or salesperson working with a Buyer/Tenant as a customer is representing the 20. Seller/Landlord, he or she must act in the Seller's/Landlord's best interest and must tell the Seller/Landlord any 21. information disclosed to him or her,except confidential information acquired in a facilitator relationship(see paragraph 22. V on page two(2)).In that case,the Buyer/Tenant will not be represented and will not receive advice and counsel 23. from the broker or salesperson. 24. II. Subagent:A broker or salesperson who is working with a BuyedTenant but represents the Seller/Landlord.In this 25. case,the Buyer/Tenant is the broker's customer and is not represented by that broker.If a broker or salesperson 26. working with a Buyer/Tenant as a customer is representing the Seller/Landlord, he or she must act in the 27. Seller's/Landlord's best interest and must tell the Seller/Landlord any information that is disclosed to him or her. 28. In that case,the Buyer/Tenant will not be represented and will not receive advice and counsel from the broker or 29. salesperson. 30. III. Buyer's/Tenant's Broker:A Buyer/Tenant may enter into an agreement for the broker or salesperson to represent 31. and act on behalf of the Buyer/Tenant.The broker may represent the Buyer/Tenant only,and not the Seller/Landlord, 32. even if he or she is being paid in whole or in part by the Seller/Landlord.A Buyer's/Tenant's broker owes to the 33. Buyer/Tenant the fiduciary duties described on page two(2).(2)The broker must disclose to the Buyer material facts 34. as defined in MN Statute 82.68, Subd.3, of which the broker is aware that could adversely and significantly affect 35. the Buyer's use or enjoyment of the property.(MN Statute 82.68,Subd.3 does not apply to rental/lease transactions.) 36. If a broker or salesperson working with a Seller/Landlord as a customer is representing the Buyer/Tenant, he or 37. she must act in the Buyer's/Tenant's best interest and must tell the Buyer/Tenant any information disclosed to him 38. or her, except confidential information acquired in a facilitator relationship (see paragraph V on page two (2)). In 39. that case, the Seller/Landlord will not be represented and will not receive advice and counsel from the broker or 40. salesperson. 41. 1 have had the opportunity to review the "Notice Regarding Predatory Offender Information"on (initial) (initial) 42. page two. (2) MN:AGCYDICS-1 (11/10) lostaq .t toms • AGENCY RELATIONSHIPS IN REAL ESTATE TRANSACTIONS 43. Page 2 44. IV. Dual Agency-Broker Representing both Seller/Landlord and Buyer/Tenant: Dual agency occurs when one 45. broker or salesperson represents both parties to a transaction, or when two salespersons licensed to the same 46. broker each represent a party to the transaction. Dual agency requires the informed consent of all parties, and 47. means that the broker and salesperson owe the same duties to the Seller/Landlord and the Buyer/Tenant.This 48. role limits the level of representation the broker and salesperson can provide, and prohibits them from acting 49. exclusively for either party.In a dual agency,confidential information about price,terms and motivation for pursuing 50. a transaction will be kept confidential unless one party instructs the broker or salesperson in writing to disclose 51, specific information about him or her.Other information will be shared.Dual agents may not advocate for one party 52. to the detriment of the other.l3t 53. Within the limitations described above, dual agents owe to both Seller/Landlord and Buyer/Tenant the fiduciary 54. duties described below.t2t Dual agents must disclose to Buyers material facts as defined in MN Statute 82.68,Subd. 55. 3, of which the broker is aware that could adversely and significantly affect the Buyer's use or enjoyment of the 56. property.(MN Statute 82.68, Subd.3 does not apply to rental/lease transactions.) 57. V. Facilitator: A broker or salesperson who performs services for a Buyer/Tenant, a Seller/Landlord or both but 58. does not represent either in a fiduciary capacity as a Buyer's/Tenant's Broker, Seller's/Landlord's Broker or Dual 59. Agent.THE FACILITATOR BROKER OR SALESPERSON DOES NOT OWE ANY PARTY ANY OFTHE FIDUCIARY 60. DUTIES LISTED BELOW, EXCEPT CONFIDENTIALITY, UNLESS THOSE DUTIES ARE INCLUDED IN A 61. WRITTEN FACILITATOR SERVICES AGREEMENT. The facilitator broker or salesperson owes the duty of 62. confidentiality to the party but owes no other duty to the party except those duties required by law or contained in 63. a written facilitator services agreement,if any.In the event a facilitator broker or salesperson working with a Buyer/ 64. Tenant shows a property listed by the facilitator broker or salesperson,then the facilitator broker or salesperson 65. must act as a Seller's/Landlord's Broker (see paragraph I on page one (1)). In the event a facilitator broker or 66, salesperson,working with a Seller/Landlord,accepts a showing of the property by a Buyerflenant being represented 67. by the facilitator broker or salesperson,then the facilitator broker or salesperson must act as a Buyer's/Tenant's 68. Broker(see paragraph III on page one (1)). 69. (1) This disclosure is required by law in any transaction involving property occupied or intended to be occupied by 70. one to four families as their residence. 71. (2) The fiduciary duties mentioned above are listed below and have the following meanings: 72. Loyalty-broker/salesperson will act only in client(s)'best interest. 73. Obedience-broker/salesperson will carry out all client(s)'lawful instructions. 74. Disclosure-broker/salesperson will disclose to client(s)all material facts of which broker/salesperson has knowledge 75. which might reasonably affect the client(s)'use and enjoyment of the property. [ 76. Confidentiality - broker/salesperson will keep client(s)' confidences unless required by law to disclose specific 77. information (such as disclosure of material facts to Buyers). 78. Reasonable Care-broker/salesperson will use reasonable care in performing duties as an agent. 79. Accounting-broker/salesperson will account to client(s) for all client(s)'money and property received as agent. 80. (3) If Seller(s)/Landlord(s)decide(s) not to agree to a dual agency relationship,Seller(s)/Landlord(s) may give up the 81. opportunity to sell/lease the property to Buyer(s)ffenant(s) represented by the broker/salesperson. If Buyer(s)/ 82. Tenant(s) decide(s) not to agree to a dual agency relationship, Buyer(s)/Tenant(s) may give up the opportunity to 83. purchase/lease properties listed by the broker. r,,. .. , 84. NOTICE REGARDING PREDATORY OFFENDER INFORMATION:information regarding the predatory offender 85. registry and persons registered with the predatory offender registry under MN Statute 243.166 may be 86. obtained by contacting the local law enforcement offices in the community where the property is located, 87. or the Minnesota Department of Corrections at(651)361-7200,or from the Department of Corrections Web site at 88. www.corr.state.mn.us. N:AGCYDISC-2(11/10) /rpstaoa.i t o // Itt• a c. Zo (,l, Eck-.ape 1\;k 4. t j i 1 L� $r1 . °ri Vie' .%i L..�S en c- . 4,,, ....,,,._ ,,./ „„.4, �' � #A�§ w'- $, ry 1 Q`f. is O, . � `�' a .� --- _ _ a Vet �: rr+ t.'; .. max. ‘....s. ,. ,_ — ,7i"-ter,` 1 a '. - _— a °st, �'i�R _ r. /� --- -_- N _'r °0 10.00' 1 `' 3 .r''''''''''''' . ° ` ( 'Ps:,,,.8 p i - a }, �, r y 3� Cq, Q+ . --'-------'-';' ' - l'''::*. ' ei T.TWA ` w - i_ '-""4'-''' -�T "`� �°w'�" �o 's. - .�,�+"'ten �" ' ;� ate`� . F- W l: n µ' 1 1 . ` = �.8'q L-{ � r D"."'"k Eaawn�ni ..1.4,2‘..) <9. I ,' .r... F •� ,. 4::t l t �••' Q t o tc O " `} a a t ILI CC t, . :t 1 ; x `---- �: 1 ,' 1 1'74'f`I''''':".1"-rrlf•'1--it;'i''.'''' * 4 ' t) IA ti r. 3 1 0 EXISTING PROPERTY DESCRIPTION Lot 1,Block 1,NORTHSTAR BUSINESS PARK,according to the recorded plat thereof, Sherburne County,Minnesota PARCEL A That part of Lot 1,Block 1,NORTHSTAR BUSINESS PARK, according to the recorded plat thereof, Sherburne County,Minnesota,which lies westerly of the following described line: Commencing at the northwest corner of said Lot 1;thence on an assumed bearing of South 89 degrees 38 minutes 23 seconds East along the northerly line of said Lot 1, a distance of 569.50 feet to the point of beginning of the line to be described;thence South 00 degrees 21 minutes 37 seconds West,a distance of 300.14 feet to a corner of said Lot 1, also known as the northeast corner of Outlot A, and the termination of said line. PARCEL B Lot 1,Block 1,NORTHSTAR BUSINESS PARK,according to the recorded plat thereof, Sherburne County,Minnesota; excepting therefrom that part of said Lot 1, which lies westerly of the following described line. Commencing at the northwest corner of said Lot 1;thence on an assumed bearing of South 89 degrees 38 minutes 23 seconds East along the northerly line of said Lot 1, a distance of 569.50 feet to the point of beginning of the line to be described;thence South 00 degrees 21 minutes 37 seconds West,a distance of 300.14 feet to a corner of said Lot 1,also known as the northeast corner of Outlot A,and the termination of said line. • c:C44 PROFESSIONAL SERVICE • BUREAU Licensed&Bonded Professional Gams 11110 Industrial Circle NW Suite B Elk River,Minnesota 55330 Load:763 588-1202 Phone:1.800-388-0013 Fax:763-588-1187 • August 10,2012 • To The Briggs Companies; • Our company moved into the Briggs Business Center in 2006. When we started,we had 8 employees and currently we have exceeded 70 employees. Within this unexpected escalated growth,we did not anticipate that we would have the amount of parking constraints that we are currently experiencing.We understand that this is not only a concern of onus,butt-it is also adding-additional pressinefor the other clients-in the .. . . .. . building.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 contact the city to acquire the vacant lot to the south of us and if you need any additional support from us please do not hesitate to ask. (4.4c i j _..Rob Gib I 'Fngh Professional Service Bureau,Inc. _ Medical Appeals&Reimbursement Specialists • •