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6.1. EDSR 05-15-2023 Request for Action To Item Number Economic Development Authority 6.1 Agenda Section Meeting Date Prepared by Public Hearings May 15, 2023 Brent O’Neil, Economic Development Director Item Description Reviewed by Sale of Property at 10835 170th Avenue NW Cal Portner, City Administrator Reviewed by Action Requested Approve, by motion, a resolution authorizing the conveyance of property to Thunderstruck Exteriors, LLC. Background/Discussion Thunderstruck Exteriors, LLC, a local construction company presently based east of Elk River, has submitted an th offer to purchase EDA property at 10835 170 Avenue. Thunderstruck intends to construct a facility to support its operations and would build a structure of approximately 10,000 sf. with about 35% for front-end operations, and the remaining space for shop space and storing equipment. The new facility will help Thunderstruck grow its business and workforce. The property has been listed at $200,000, with interest from multiple parties recently. The proposed sale price is $210,000. This property contains a significant amount of wetland which has previously been delineated; however, a new delineation will be required due to expiration of the first. The property will also require a conditional use permit for warehouse space in the facility. Thunderstruck has requested an extended due diligence period to work through those items prior to closing. Financial Impact After estimated expenses of $15,000 the sale will yield net proceeds to the EDA of approximately $195,000. Mission/Policy/Goal Attract new business development to Elk River to build the City’s economic vibrancy, job offerings and tax base. Attachments  Resolution  Purchase Agreement  LOI from Thunderstruck  Area Map The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires prosperity. Updated: January 2023 THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, MINNESOTA COUNTY OF SHERBURNE STATE OF MINNESOTA RESOLUTION NO. 23-02 RESOLUTION APPROVING A PURCHASE AGREEMENT BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER AND THUNDERSTRUCK EXTERIORS, INC., AND APPROVING THE CONVEYANCE OF LAND CONTAINED THEREIN. WHEREAS, The Economic Development Authority of the City of Elk River, Minnesota (the “EDA”) is the fee owner of real property located in Elk River, Sherburne County, Minnesota, (the “City”) and consisting of land containing approximately 4.69 acres legally described in Exhibit A attached th hereto and located at 10835 170 Avenue NW in the City (the “Real Property”); and WHEREAS, the EDA has reviewed a proposal by Thunderstruck Exteriors, Inc., a Minnesota corporation (the “Developer”), to purchase the Real Property from the EDA; and WHEREAS, the EDA and the Developer have negotiated a certain Real Estate Purchase Agreement (the “Purchase Agreement”) in connection with the conveyance of the Real Property; and WHEREAS, on May 15, 2023, the EDA conducted a duly noticed public hearing regarding the sale of the Real Property to Developer, at which all interested persons were given an opportunity to be heard; and WHEREAS, the EDA finds and determines that conveyance by the EDA of the Real Property to the Developer is for a public purpose and is in the best interests of the City and its residents because it will further the objectives of the EDA’s general plan of economic development for the City, will help increase the tax base in the City, and will create new jobs in the City. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners (“Board”) of The Economic Development Authority of the City of Elk River as follows: 1. The Board approves the Purchase Agreement in substantially the form presented to the Board, including the provisions for the conveyance of the Real Property therein, together with any related documents or certifications necessary in connection therewith, including without limitation all documents and certifications referenced in or attached to the Purchase Agreement, and any deed or other documents necessary to convey the Real Property to Developer, all as described in the Purchase Agreement (collectively, the “Purchase Documents”) and the President and the Executive Director are hereby authorized and directed to execute the Purchase Documents on behalf of the EDA and to carry out, on behalf of the EDA, the EDA’s obligations thereunder when all conditions precedent thereto have been satisfied. 2. EDA staff and officials are authorized to take all actions necessary to perform the EDA’s obligations under the Purchase Documents as a whole, including without limitation execution of any documents or certifications to which the EDA is a party referenced in or attached to the Purchase 1 EL185-73-872872.v1 Agreement, and any deed or other documents necessary to convey the Real Property to Developer. 3. The approval hereby given to the Purchase Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the EDA and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the EDA subject to the following conditions: (a) such modifications do not materially adversely affect the interests of the EDA; and (b) such modifications do not contravene or violate any policy of the EDA or applicable provision of law. The execution of any instrument by the appropriate officers of the EDA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of the officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of the EDA Attorney, may act in their behalf. This Resolution shall not constitute an offer and the purchase agreement shall not be effective until the date of execution thereof. 4. Upon execution and delivery of the Purchase Documents, the officers and employees of the EDA are hereby authorized and directed to take or cause to be taken such actions as may be necessary on behalf of the EDA to implement the Purchase Documents. EL185-73-872872.v1 2 Approved by the Board of Commissioners of The Economic Development Authority of the th City of Elk River this 15 day of May, 2023. President ATTEST: Executive Director EL185-73-872872.v1 3 EXHIBIT A LEGAL DESCRIPTION OF THE REAL PROPERTY Lot 1, Block 1, Natures Edge Business Center, according to the recorded plat thereof, County of Sherburne, State of Minnesota. PID No.: 75-820-0105 A-1 EL185-73-872872.v1 REAL ESTATE PURCHASE AGREEMENT (Elk River, MN) THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made as of this day of , 2023 (the “Effective Date”), by and between THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER, MINNESOTA, a Minnesota body corporate and politic (“Seller”) and THUNDERSTRUCK EXTERIORS, INC., a Minnesota business corporation (“Purchaser”). RECITALS th A. Seller is the fee owner of the real property located at: 10835 170 Avenue NW in Sherburne County, Minnesota, legally described in Exhibit A attached hereto (the “Real Property”). B. Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller the Real Property according to the terms and conditions herein set forth. In consideration of the mutual covenants and undertakings contained herein the parties agree as follows: 1. Sale and Purchase of Property. Seller agrees to sell the Real Property to Purchaser and Purchaser agrees to purchase the Real Property from Seller on the terms and conditions contained in this Agreement. 2. Purchase Price. Purchaser agrees to pay to Seller as the purchase price for the Real Property: Two Hundred and Ten Thousand and No/Hundredths Dollars ($210,000.00)(the “Purchase Price”). The Purchase Price shall be payable as follows: a. Within five business days after the execution and delivery of this Agreement, Purchaser shall deposit with the Title Company (as herein defined): Twenty- One Thousand and No/Hundredths Dollars ($21,000.00) (the “Earnest Money”). Title Company shall hold the Earnest Money in escrow and shall disburse the Earnest Money according to the terms of this Agreement. The Earnest Money shall be disbursed to Seller against the Purchase Price at Closing as defined herein, or to the party entitled thereto as otherwise provided in this Agreement. b. The balance of the Purchase Price shall be payable at Closing by certified check or wire transfer of immediately available funds through the Title Company to a bank account designated by Seller. 3. Title. Within 10 business days after the execution and delivery of this Agreement by both parties, Seller, at Seller’s expense, shall obtain a commitment for an owner’s title insurance policy issued by Home Security Abstract and Title (“Title Company”), naming Purchaser as the proposed owner-insured of the Real Property in the amount of the Purchase Price (the “Commitment”), together with copies of all documents attached to the Commitment. The Commitment shall commit to insure title in Purchaser, free and clear of all mechanics’ lien claims, questions of survey, unrecorded interests, rights of parties in possession and other exceptions; and 872867.v1-4/28/23 2 shall set forth any requirements for deleting any exceptions to title contained therein. Purchaser will be allowed 10 business days after receipt of the Commitment, the documents attached thereto and the New Survey (as defined in Paragraph 4 hereof), if any, for examination and to make any objections to title to the Real Property (the “Objections”). The Objections are to be made by written notice to Seller or shall be deemed waived. Purchaser need not object to mortgages or other liens. If not sooner satisfied, Seller shall satisfy or release any mortgages on other liens against the Real Property at the Closing. If any Objections are so made, Seller shall have 30 days after notice of the Objections to cure the Objections and make the title to the Real Property good and marketable of record in Seller. Seller will make a diligent, good faith effort to cure the Objections. If the title to the Real Property, as evidenced by the Commitment and the New Survey together with any updated Commitment and the New Survey, is not made good and marketable of record in Seller by such date or is not good and marketable of record in Seller on the Closing Date, Purchaser, without waiving any right or remedy Purchaser may have as a result of a breach by Seller of any covenant or warranty hereunder, may either: a. Terminate this Agreement by giving written notice to Seller and receive an immediate refund of the Earnest Money; or b. Elect to accept the title in its unmarketable condition by giving written notice to Seller. 4. Survey. Purchaser, at its expense, may obtain a survey of the Real Property (the “New Survey”). 5. Appraisal. Purchaser, at its expense, may obtain an appraisal of the Real Property (the “Appraisal”). 6. Documents to be Delivered by Seller. Within 15 days after the Effective Date, Seller shall deliver to Purchaser true and complete copies of the following to the extent that the same are in Seller’s possession or control (collectively, “Seller’s Documents”): a. Seller’s most recent land survey of the Real Property, if any, and any soil reports, engineering reports, inspections, plans, and any other information pertaining to the Real Property. b. Memoranda of the terms and conditions of any unwritten leases or contracts affecting the Real Property. c. Copies of any environmental audits and reports or notices concerning the Real Property and all other documents relating to the discharge or remediation of Hazardous Substances (as defined in Paragraph 7 hereof) in, on, about or from the Real Property. 872867.v1-4/28/23 3 d. Copies of any conditional use permit, variance, and any other permits or authorizations issued by any governmental body having jurisdiction in connection with any state of facts or activity presently existing or being carried on with respect to the Real Property. 7. Inspection. Purchaser, its agents, employees, contractors, and designees, are hereby granted the right, at all reasonable times acceptable to Seller and Purchaser, to enter upon and survey, inspect, analyze, and test the Real Property for all reasonable purposes, including, without limitation, the presence of hazardous substances. Purchaser shall be permitted to conduct soil borings on the Real Property and all other customary testing on the Real Property. Purchaser shall pay for the cost of all surveys, investigations, analyses, and tests which are ordered by Purchaser. Purchaser shall be responsible, at Purchaser’s sole expense, to repair any damage resulting from Purchaser’s performance of such tests or inspections. Purchaser hereby agrees to indemnify, defend, and hold Seller harmless from any claims, damage, costs, and liability, including, without limitation, reasonable attorneys’ fees, resulting from the entering upon the Real Property or the performing of any of the analyses, tests or inspections referred to in this Paragraph. Nothing contained herein shall be deemed to require Purchaser to hold Seller harmless from any liability for discovered conditions. Purchaser’s indemnity obligations under this Paragraph shall survive the closing or termination of this Agreement. 8. “AS IS, WHERE IS.” Purchaser acknowledges that it has inspected or will have had the opportunity to inspect the Real Property and agrees to accept the Real Property “AS IS” with no right of set off or reduction in the Purchase Price. Such sale shall be without representation of warranties, express or implied, either oral or written, made by the Seller or any official, employee or agent of the Seller with respect to the physical condition of the Real Property, including but not limited to, the existence or absence of petroleum, hazardous substances, pollutants or contaminants in, on, or under, or affecting the Real Property or with respect to the compliance of the Real Property or its operation with any laws, ordinances, or regulations of any government or other body, except as stated above. Purchaser acknowledges and agrees that Seller has not made and does not make any representations, warranties, or covenants of any kind or character whatsoever, whether expressed or implied, with respect to warranty of income potential, operating expenses, uses, habitability, tenant ability, or suitability for any purpose, merchantability, or fitness of the Real Property for a particular purpose, all of which warranties Seller hereby expressly disclaims, except as stated above. Purchaser is relying entirely upon information and knowledge obtained from the Purchaser’s own investigation, experience and knowledge obtained from the Purchaser’s own investigation, experience, or personal inspection of the Real Property. Purchaser expressly assumes, at closing, all environmental and other liabilities with respect to the Real Property and releases and indemnifies Seller from same, whether such liability is imposed by statute or derived from common law including, but not limited to, liabilities arising under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Hazardous and Solid Waste Amendments Act, the Resource Conservation and Recovery Act (“RCRA”), the federal 872867.v1-4/28/23 4 Water Pollution Control Act, the Safe Drinking Water Act, the Toxic Substances Act, the Superfund Amendments and Reauthorization Act, the Toxic Substances Control Act, and the Hazardous Materials Transportation Act, all as amended, and all other comparable federal, state or local environmental conservation or protection laws, rules or regulations. The foregoing assumption and release shall survive Closing. All statements of fact or disclosures, if any, made in this Agreement or in connection with this Agreement, do not constitute warranties or representations of any nature. The foregoing provision shall survive Closing and shall not be deemed merged into any instrument of conveyance delivered at Closing. 9. Additional Covenants and Warranties of Seller. Seller represents and warrants to Purchaser as follows: a. The representations and warranties of the Seller contained in this Agreement must be true now and on the Closing Date in all material respects as if made on the Closing Date. Seller is the fee owner of the Real Property. Seller will cause the Real Property to be released from any mortgages or other liens at or prior to Closing. b. At Closing, there will be no leases or other occupancy agreements in effect with respect to the Real Property. There are no tenants or third parties on possession of the Real Property. c. At Closing, no contracts or agreements will be in effect with respect to the Real Property by which Purchaser shall be bound. d. To Seller’s actual knowledge, the Real Property is, in all material respects, in compliance with all applicable laws, codes, ordinances and regulations, including, without limitation, those relating to zoning and environmental protection (“Applicable Laws”). To Seller’s actual knowledge, neither Seller nor any other owner or occupant of the Real Property has received any notice to the effect that the Real Property, or any system or component serving the Real Property is not in compliance with any Applicable Laws. To Seller’s actual knowledge, neither Seller nor any other owner or occupant of the Real Property has received any notice, order or other communication from any governmental body having jurisdiction requiring any work to be performed with respect to the Real Property which has not been performed. e. There is no action, litigation, investigation, condemnation or proceeding of any kind pending or, to the best of Seller’s knowledge, threatened against the Real Property, or any interest therein, which could affect the Real Property, any portion thereof or title thereto. f. Seller has received no notices with respect to improvements planned which may result in special assessments being levied against the Real Property before Closing, and, to Seller’s best knowledge, there are no such improvements planned which may result in special assessments being levied against the Real Property before Closing. g. To Seller’s best knowledge, there are no wells, either in use, not in use, or sealed located on the Real Property. If any wells are found to be located on the Real 872867.v1-4/28/23 5 Property, then, prior to Closing and at Seller’s sole expense, Seller will seal in accordance with all Applicable Laws any unsealed wells in accordance with applicable laws and regulations and provide Purchaser a copy of the sealing report. Prior to sealing, Seller will allow Purchaser’s environmental consultant to conduct such tests in the well(s) as Purchaser may request. h. To Seller’s actual knowledge, there are no underground tanks or septic systems located on the Real Property and there are no above ground or underground tanks or septic systems located on the Real Property which have been removed. If any underground tanks are located on the Property, then, prior to Closing and at Seller’s sole expense, Seller will remove the underground tanks and any related piping or other underground features in accordance with all Applicable Laws. At the time of any such removal, Seller will cause the Real Property in the area of each removed tank to be tested for petroleum releases in a manner reasonably acceptable to Purchaser and its environmental consultant and will promptly submit any required notices to and file any subsequent required reports with the applicable federal, state and local governmental authorities having jurisdiction (“Governmental Authorities”). Seller will promptly provide to Purchaser copies of the test results and any reports filed with the Governmental Authorities and other correspondence with the Governmental Authorities concerning the removed tanks. i. Seller has full power and authority to enter into this Agreement and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments, or otherwise to authorize the execution, delivery, and performance of this Agreement and all the deeds, agreements, certificates, and other documents contemplated herein. This Agreement has been duly executed by and is a valid and binding agreement of Seller, enforceable in accordance with its terms, except as enforceability may be limited by equitable principles or by the laws of bankruptcy, insolvency, or other laws affecting creditors’ rights generally. j. Seller is a Minnesota body corporate and politic duly organized, validly existing and in good standing under the laws of the State of Minnesota. Seller will give Purchaser prompt written notice if it learns of anything which would affect or change any of the foregoing representations and warranties or any other representations or warranties of Seller in this Agreement. The notice will include a detailed explanation of the nature of the matter, and the warranty or warranties affected and/or changed. Seller will indemnify, defend, and hold Purchaser harmless from any loss, cost, damage, or expense, including, without limitation, court costs, and reasonable attorneys’ fees, suffered or incurred by Purchaser arising out of any breach by Seller of any of its representations or warranties contained in this Paragraph or elsewhere in this Agreement. Without in any way limiting the foregoing indemnity, if any of the representations or warranties contained in this Paragraph or any other representation or warranty of Seller in this Agreement is not materially true as of the Closing Date, Purchaser may, at its option, terminate this Agreement by giving written notice to Seller. This Paragraph shall survive Closing for a period of six months. 872867.v1-4/28/23 6 10. Closing/Payment of Closing Costs. The closing hereunder (“Closing”) shall take place no later than the end of the Due Diligence Period, or such other date on which Seller and Purchaser may agree. Such date or such other date as this transaction actually closes as determined in accordance with the provisions of this Agreement is herein called the “Closing Date”. The Closing shall take place at the office of the Title Company in escrow, or at such other place that is mutually acceptable to the parties. At the Closing, Seller shall execute, where appropriate, and deliver to Purchaser: a. A quit claim deed (“Deed”) properly executed and acknowledged on behalf of Seller in recordable form, conveying the Real Property to Purchaser subject to matters accepted by Purchaser pursuant to Paragraph 3 hereof. The Deed shall contain a covenant running with the Land that the foundation of a building, the intended use, size and components of which will be described in more detail in a future agreement between the Seller and Purchaser (the “Proposed Project”) must be completed within one year from the date of the deed and the Proposed Project must be substantially completed and a certificate of occupancy issued for the Proposed Project within two years from the date of the deed or the Real Property will automatically revert back to Seller. b. Any certificates, instruments, and other documents necessary to permit the recording of the Deed. c. A standard seller’s affidavit with respect to judgments, bankruptcies, tax liens, mechanics’ liens, parties in possession, unrecorded interests, encroachment or boundary line questions, and related matters, properly executed on behalf of Seller. d. An affidavit in form and content satisfactory to Purchaser and Title Company stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code. e. A certificate to the effect that the representations and warranties of Seller contained in this Agreement are true, correct, and complete in all material respects as of the Closing Date (the “Bring-Down Certificate”). f. An assignment of any assignable guaranties, warranties or permits with respect to the Real Property that Purchaser desires to have assigned to it. g. A closing statement. h. Such other instruments and documents as are reasonably necessary to complete the transaction contemplated by this Agreement. Contemporaneously with the delivery of the foregoing items, Purchaser will deliver the Purchase Price to Seller in accordance with Paragraph 2 hereof and a closing statement executed on behalf of Purchaser. Purchaser shall also deliver to Seller such documents as are reasonably necessary to complete the transaction contemplated by this Agreement. 872867.v1-4/28/23 7 Seller shall pay any deed tax payable on the Deed. Seller and Purchaser each shall pay one-half of the fee charged by the Title Company for handling the Closing. Purchaser shall pay the premium for any policy of title insurance it elects to purchase and the cost of any endorsements. Seller shall pay the cost of recording all documents necessary to vest marketable title in Seller and cure Title Objections, if any. Purchaser shall pay the cost of recording all other documents, including, but not limited to, the Deed. Each party shall pay its own legal fees. 11. Real Estate Taxes and Special Assessments. Real estate taxes due and payable in the tax year prior to the year of Closing and all prior years, including any real estate taxes otherwise payable during any such year which may have been deferred, shall be paid by Seller. Real estate taxes due and payable in the tax year of Closing, including any real estate taxes otherwise payable during such tax year which may have been deferred, shall be prorated as of the Closing Date based upon the parties’ respective period of ownership of the Real Property in such year of Closing. If the real estate taxes due and payable in the tax year of Closing are unavailable on the Closing Date, the proration will be based on the real estate taxes due and payable in the immediately prior year and shall be readjusted between the parties when final bills are issued. On or prior to the Closing Date, Seller shall pay all special assessments levied or pending against the Real Property as of the Closing Date; or, at Purchaser’s option, Purchaser shall receive a credit at Closing for the amount thereof against the Purchase Price. If the actual amount of any pending or other assessments is not known at the Closing Date, the Title Company shall withhold in escrow from Seller’s proceeds at closing an amount equal to 125 percent of the estimated amount thereof. When the amount of said assessments becomes fixed and payable, the Title Company shall apply said withheld escrow in payment of the assessments, returning any surplus to Seller. If the amount withheld in escrow is insufficient to pay the assessments, Purchase shall notify Seller, and Seller shall immediately pay, and shall be liable for the immediate payment of, any such deficiency. Purchaser shall be responsible for the payment of any special assessments levied or pending against the Real Property after the Closing Date. The provisions of this Paragraph shall survive Closing. 12. Possession; Utilities. Seller shall deliver possession of the Real Property to Purchaser on the Closing Date. All utilities and other expenses shall be prorated and adjusted as of the Closing Date, with Purchaser responsible for the utilities and expenses beginning on the Closing Date. To the extent practical, Seller shall pay prior to the Closing Date any utility bills that pertain to the period before the Closing Date and deliver appropriate receipts evidencing such payment at Closing. 13. Revesting Title in Seller Subsequent to Conveyance to Purchaser. In the event that the Purchaser fails to complete the Proposed Project within one year from the date of the Deed and Purchaser fails to construct the building and receive a certificate of occupancy for it within two years from the date of the Deed, subject to Unavoidable Delays, and such failure is not cured within 60 days after written notice from Seller to Purchaser, the title to and possession of the Real Property shall revert back to the Seller. An “Unavoidable Delay” for purposes of this Agreement means delays, outside the control of the party claiming their occurrence, which are the direct result of strikes, lockouts or other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, war, invasion, rebellion, revolution, insurrection, riots or civil war, or unavailability or shortage of supply of construction materials or construction labor, 872867.v1-4/28/23 8 other than by reason of non-payment of costs of the same. 14. Risk of Loss; Pending Condemnation. Risk of loss to the Real Property prior to Closing shall remain in Seller. If, prior to Closing, proceedings for the condemnation of the Real Property, or any interest therein, or any portion thereof, are commenced, Purchaser may, at its option, terminate this Agreement by written notice to Seller given within 15 days after Seller advises Purchaser in writing of the occurrence of such an event. If Purchaser terminates this Agreement pursuant to this Paragraph, the Earnest Money shall be immediately returned to Purchaser and neither party shall have any further rights, obligations, or liability under this Agreement. If the Closing is scheduled to occur prior to expiration of the 15-day period, it shall be extended by written notice of Purchaser, at Purchaser’s option, to the first business day following expiration of the 15-day period. Prior to the Closing, Seller shall not designate counsel, appear in, or otherwise act with respect to any condemnation proceedings without Purchaser’s prior written consent. In the event of any such condemnation, destruction or any damages to the Real Property, or any interest therein, or any portion thereof, Seller agrees to fully inform Purchaser regarding any insurance coverage with respect thereto and the probable amount of any condemnation award or insurance proceeds recoverable on account thereof. If this Agreement is not terminated following the destruction or damage to the Real Property, Seller shall repair and restore the Real Property to the extent practical prior to the Closing and Purchaser shall receive a credit against the Purchase Price for any condemnation award paid to Seller. 15. Notices. All notices to be given in connection with this Agreement shall be in writing and delivered personally, sent by e-mail, sent by a nationally recognized overnight courier service, or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to Seller: The Economic Development Authority for the City of Elk River, Minnesota Attn: Executive Director 13065 Orono Parkway Elk River, MN 55330 Attention: Brent O’Neil E-mail: BOneil@ElkRiverMN.gov 872867.v1-4/28/23 9 If to Purchaser: Thunderstruck Exteriors, Inc. 872867.v1-4/28/23 10 c. Additional Instruments. If either party exercises, in accordance with this Agreement, an expressly stated right to terminate this Agreement, the other party shall execute such additional instruments as the party exercising such right may reasonably request, to further assure due termination of this Agreement, rights and obligations of the parties under this Agreement, and eliminate any record, legal or beneficial claim of a party under and pursuant to this Agreement. If a party unreasonably fails to comply with the requirements of the preceding sentence, that party shall be liable for all resulting costs and expenses of the other party, including attorneys’ fees and expenses. 17. Complete Agreement. This is the final Agreement between the parties and contains their entire agreement and supersedes all previous understandings and agreements, oral or written, relative to the subject matter of this Agreement. This Agreement may be amended only in a writing dated subsequent to the date of this Agreement and duly executed by all parties. 18. Time of the Essence. Time is of the essence in the performance of this Agreement. 19. Controlling Law. This Agreement has been made and entered into under the laws of the State of Minnesota and said laws shall control the interpretation hereof. 20. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is not assignable by either party without the other party’s written consent. 21. Incorporation of Recitals; Survive Closing. The Recitals are incorporated into and made a part of this Agreement. All of the covenants, warranties and provisions contained in this Agreement shall survive and be enforceable after Closing of the transaction contemplated by this Agreement. 22. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 23. Brokerage Commission. Seller and Purchaser each warrant to the other that, in connection with this Agreement, they have dealt with no broker, finder, or similar person in connection with the sale of the Real Property, except Hardin Companies (“Hardin Companies”), which represents both Seller and Purchaser. Seller shall pay the brokerage commission equaling a total of 5.5% of the purchase price to Hardin Companies at Closing. Seller will indemnify, defend, and hold harmless Purchaser against any claim made by any agent or broker for a commission or fee based on acts or agreements of Seller. Purchaser will indemnify, defend, and hold harmless Seller against any claim made by any agent or broker for a commission or fee based on acts or agreements of Purchaser. 24. Counterparts; Delivery by E-mail. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which shall constitute one Agreement. 872867.v1-4/28/23 11 Delivery of an executed copy of this Agreement by e-mail shall be deemed delivery of the executed original. 25. Severability of Provisions. If any term or provision of this Agreement is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. 26. Purchaser’s Contingencies. Purchaser’s obligation to close under this Agreement is expressly conditioned upon the following contingencies: a. Within 120 days of its receipt of the Seller’s Documents (the “Due Diligence Period”), Purchaser having determined that the content, information, terms or provisions of the Seller’s Documents, the title commitment, the Appraisal if obtained by Purchaser, and the New Survey if obtained by Purchaser, and the physical condition of the Real Property, including, without limitation, its environmental condition, and the zoning and land use laws, ordinances and regulations that are applicable to the Real Property, are acceptable to Purchaser, in its sole discretion. Upon written notice from Buyer prior to expiration of the Due Diligence Period, Seller shall grant a one-time extension of the Due Diligence Period by 60 days. b. Purchaser having obtained all necessary government approvals for its intended use of the Real Property. Purchaser shall be responsible for the costs of obtaining any necessary governmental approvals. Seller agrees to cooperate with Purchaser in obtaining said approvals, if requested. The foregoing contingencies are for Purchaser’s sole benefit. Whether or not they have been satisfied shall be determined by Purchaser in the exercise of its sole and absolute discretion. If these contingencies are not satisfied, or satisfaction thereof is not waived by Purchaser giving written notice to Seller of said waiver on or before the expiration of the Due Diligence Period, Purchaser, at its option, may terminate this Agreement by giving written notice to Seller on or before the expiration of the Due Diligence Period. If Purchaser so terminates this Agreement, the Earnest Money shall be promptly refunded to Purchaser and neither party shall have any further rights, obligations, or liability hereunder, except that Purchaser’s indemnity obligations under Paragraph 6 hereof shall survive any such termination. 27. Seller’s Contingencies. Prior to Closing, the following contingency shall be satisfied: a. The Seller shall have approved the sale of the Real Property pursuant to this Agreement following a duly noticed public hearing as required by Minnesota Statutes, Section 469.105 and approval by the City’s planning commission as required by Minnesota Statutes, Section 462.356. 872867.v1-4/28/23 12 The foregoing contingency is for Seller’s sole benefit. Whether or not it has been satisfied shall be determined by Seller in the exercise of its sole and absolute discretion. If the contingency is not satisfied, or satisfaction thereof is not waived by Seller giving written notice to Purchaser of said waiver on or before the Closing Date, Seller, at its option, may terminate this Agreement by giving written notice to Purchaser on or before the Closing Date. If Seller so terminates this Agreement, the Earnest Money shall be promptly refunded to Purchaser and neither party shall have any further rights, obligations, or liability hereunder, except that Purchaser’s indemnity obligations under Paragraph 7 hereof shall survive any such termination. 28. No Strict Construction. The parties and their respective counsel have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. \[Signature Pages Follow\] 872867.v1-4/28/23 13 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. SELLER: THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER, MINNESOTA By: ______________________________ Its: President By: ________________________________________ Brent O’Neil Its: Executive Director PURCHASER: THUNDERSTRUCK EXTERIORS, INC. By: ________________________________________ David Nelson Its: President 872867.v1-4/28/23 14 EXHIBIT A LEGAL DESCRIPTION OF THE REAL PROPERTY Lot 1, Block 1, Natures Edge Business Center, according to the recorded plat thereof, County of Sherburne, State of Minnesota. Parcel ID 75-820-0105 872867.v1-4/28/23 Authentisign ID: F2499C55-18CF-EDI1-13A77-14CB652F4F513 Regarding Purchase of 10835170th Avenue NW, Elk River, Mn 55330 Date: March 30, 2023 David Nelson Thunderstruck Exteriors, Inc. r 10057 176th Lane Elk River, MN 55330 (612) 867-1131 Dear EEA of Elk River, Thank you for considering my offer. I am writing to propose an approximately 8000 square foot building project that would greatly benefit both the community and my business. As a proud resident of this city, I am committed to making it an even better place to live and work. I believe that this project can play a crucial role in achieving that goal. I am the owner of Thunderstruck Exteriors, a local business that has been serving the community for the last 15+years. In order to better serve our customers and expand our offerings, we are proposing to build a new facility. The proposed building will not only benefit our business but also the entire community. Here are some ways in which this building project will help the community: 1. Job Creation- The building projectile create new jobs for local residents. We will be hiring construction workers, engineers, architects and other professionals to work on the project. Once the building is complete, we will also be hiring additional staff to work at the facility. 2. Economic Growth- By building this new facility, we will be attracting more customers In the area. This will result in Increased economic activity and growth for the community. 3. Environmental Sustainability- The new facility will be built with a strong focus on environmental sustainability. We will be using renewable energy sources and implementing energy- efficient practices In order to reduce our carbon foot print.) believe that this building project is vital to the future of our community. It will provide long-term benefits to local residents, businesses and the environment. I would be happy to meet with you and discuss my vision for the project more in detail, and to answer any questions you may have. Thank you for your time and consideration. Sincerely, 4 2i David Nelson Thunderstruck Exteriors, Inc. (President) Authentisign ID: F2499C55-18CF-EDI1-BA77-14CB652F4F5B "'% Bank March 29, 2023 RE: Thunderstruck Exteriors, Inc (David Nelson) 8595 1901h Ave NW Nowthen, MN 55303 Subject Property: 10835 1701h Ave NW Elk River, MN 55330 To Whom It May Concern: Thunderstruck Exteriors, Inc (and/or assigns) have been pre -approved for a purchase money mortgage construction loan for the property located at 10835 170t' Ave NW Elk River, MN 55330. This pre- approval is pending a clean title, adequate appraisal and other standard underwriting guidelines. This pre -approval is set to expire on June 30, 2023. If you have any questions regarding these pre -approval terms, please contact Neil Gagnon at (763) 241-8584. Sincerely, C Neil T Gagnon. VP Commercial Lending Authentisign ID: F2499C55-18CF-ED11-BA77-14CB652F4F5B ZD_t HARDIN COMPANIES 15681 Andrie ST NW Ramsey, MN 55303 612-356-2002 Date: March 29, 2023 Economic Development Authority for the City of Elk River Attn: Executive Director 13065 Orono Parkway Elk River, MN 55330 Attention: Brent O'Neil E-mail: BOneil&ElkRiverMN. gov RE: Proposal to Purchase 10835 170th Avenue NW, Elk River MN 55330 Dear Property Owner: The following proposal presented by Ryan Hardin of Hardin Companies hereby expresses the interest of their client, Thunderstruck Exteriors, Inc.'s, interest in entering into an agreement to purchase the subject real property under the terms and conditions as follows: Seller: Economic Development Authority for the City of Elk River Buyer: Thunderstruck Exteriors, Inc. or Assigns Property: 10835 170th Avenue NW, Elk River MN 5533 Legal Description: Sherburne County PID # 75-820-0105 Purchase Price: $ 210,000 Conventional Financing Earnest Money: $ 21,000 To be credited towards purchase price and held in agreed upon trust account. Fully refundable during Due Diligence Period. Escrow Terms: The Earnest Money is fully refundable to Buyer throughout the Due Diligence Period or in the event of Seller Default. Authentisign ID: F2499C55-18CF-ED11-BA77-14CB652F4F5B Conditions of Purchase Agreement: Closing Date: Buyer requires the Forty -Five (45) Days of an executed Purchase Agreement for Due Diligence Period. • Memoranda covering the terms and conditions of any unwritten leases or contracts affecting the Property. • Copies of inspection reports, existing notices and due dates for same from any governmental agency having jurisdiction for or an effect on the Property, including any additional notices which may be received prior to closing. • Seller shall provide all data in Seller's possession relating to environmental, engineering, etc. • Buyer obtaining satisfactory approval from local municipality for Zoning, Use Permit & Site Plan for Buyers intended use of property and all applicable licensing. • Satisfactory Phase 1 to be conducted by Buyer at Buyers expense, if/as needed. • Satisfactory conditions of title approved by Buyer. Seller to provide title commitment at Sellers expense within ten (10) days. • Buyer obtaining satisfactory ALTA survey at Buyer's expense. • Satisfactory appraisal to be obtained by Buyer. June 1st, 2023. Sellers Documentation: Seller shall supply, within fifteen (15) days after execution of a purchase agreement all significant documents about the property, including but not limited to those above. The Due Diligence period shall begin after delivery of such documents. Brokerage: Buyer and Seller are represented by Hardin Companies (Dual Agency). Brokerage commission of Five and One-half (5.5%) percent of the purchase price shall be paid by Seller to Broker at closing. This proposal is intended solely as a preliminary expression of general intentions and is to be used for discussion purposes only. The parties agree that this letter/proposal is not intended to create any agreement or obligation by either party to negotiate a definitive purchase and sale agreement and imposes no duty on either parry to continue negotiations. The parties intend that neither shall have any contractual obligations to the other with respect to the matters referred herein unless and until a definitive agreement has been fully executed and delivered by the parties. Prior to delivery of a definitive executed agreement, and without any liability to the other party, either party may (1) propose different terms from those summarized herein, (2) enter into negotiations with other parties, and/or (3) unilaterally terminate all negotiations with the other party hereto. AGREED AND ACCEPTED: Authentisign ID: F2499C55-18CF-ED11-BA77-14CB652F4F5B BUYE By: : AuthentisieN /Ve%OkI Its: f�ave Dave nelson Date: 03/31 /23 BUYER: By: Its: SELLER: By: Its: Date: SELLER: By: Its: Date: Date: Authentisign ID: F2499C55-18CF-ED11-BA77-14CB652F4F5B is r �k -Mir- A ¢ u ar Fk y 4 b yyr Authentisign ID: F2499C55-18CF-ED11-BA77-14CB652F4F5B t 4+ 4♦ 4c •t x?A,�