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5.1. HRSR 06-20-2023 Request for Action To Item Number Housing and Redevelopment Authority 5.1 Agenda Section Meeting Date Prepared by Public Hearings June 20, 2023 Brent O’Neil, Economic Development Director Item Description Reviewed by Sale of Properties at Main and Gates Cal Portner, City Administrator Reviewed by Action Requested Approve, by motion, a resolution authorizing execution of purchase agreement selling properties at Main Street and Gates Avenue. Background/Discussion The HRA has marketed seven properties at Main Street and Gates Avenue since acquiring and preparing the properties for development approximately three years ago. The HRA has received an offer to purchase the entire property for $450,000. This is in line with an appraisal and suggested list price from Patcher Messner of $5.50 to $6.00 per foot for the approximately 75,000 sq ft property. The county assessed value is $372,000. Ron Touchette plans to lead the acquisition of the site to facilitate a medical office building on the property. The first phase of the development proposes a one-story building between 6,000 and 8,000 sq ft. The site as configured would accommodate a second building in a future phase. The agreement includes a reverter requiring the construction of the first building within one year of the property transfer, which is proposed for the end of September 2023. The due diligence period will include coordination with the city on a development agreement. Financial Impact The sale of these properties less associated costs will yield net proceeds to the HRA of approximately $425,000. Mission/Policy/Goal The Main and Gates site is a priority redevelopment property of the city and HRA. Attachments  Resolution  Purchase Agreement  Concept Building Elevation  Concept Site Plan 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 City of Elk River Housing and Redevelopment Authority Resolution 23-02 A Resolution Approving a Purchase and Sale Agreement with Ronald J. Touchette for the Sale of the Housing and Redevelopment Authority-Owned Property Located at the Intersection of Main and Gates in the City of Elk River WHEREAS, the Housing and Redevelopment Authority of the City of Elk River (the “Authority”) is authorized pursuant to Minnesota Statutes, Section 469.001 to 469.047, to acquire and convey real property and to undertake certain activities to facilitate the redevelopment of real property by private enterprise; and WHEREAS, to facilitate redevelopment of certain property in the City of Elk River, Minnesota (the “City”), the Authority proposes to enter into a Purchase and Sale Agreement (the “Agreement”) between the Authority and Ronald J. Touchette (the “Developer”), under which, among other things, the Authority will convey the property located in the City at the intersection of Main and Gates and which is legally described on the attached Exhibit A to the Developer for the construction of an office building by the Developer; and WHEREAS, on ________________, 2023, the Authority conducted a duly noticed public hearing regarding the sale of the Property to the Developer, at which all interested persons were given an opportunity to be heard. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Elk River, Minnesota, as follows: 1. The Authority hereby approves the Agreement in substantially the form presented to the Board, including the provisions for the conveyance of the 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 Agreement, and any deed or other documents necessary to convey the Property to the Developer. 2. Authority staff and officials are authorized to take all actions necessary to perform the Authority’s obligations under the Agreement as a whole, including without limitation, execution of any documents to which the Authority is a party referenced in or attached to the Agreement, and other documents necessary to convey the Property to the Authority, all as described in the Agreement. 3. The approval hereby given to the Agreement 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 Authority 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 Authority subject to the following conditions: (a) such modifications do not materially adversely affect the interests of the Authority; and (b) such modifications do not contravene or violate any policy of the Authority or applicable provision of law. The execution of any instrument by the appropriate officers of the Authority 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 legal counsel to the Authority, may act in their behalf. This Resolution shall not constitute an offer and the Agreement shall not be effective until the date of execution thereof. 4. Upon execution and delivery of the Agreement, the officers and employees of the Authority are hereby authorized and directed to take or cause to be taken such actions as may be necessary on behalf of the Authority to implement the sale of the Property. Approved by the Board of Commissioners of the Housing and Redevelopment Authority of th the City of Elk River this 20 day of June 2023. President ATTEST: Executive Director EXHIBIT A Legal Description of the Property Parcels: Lot 1, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0105 AND; Lot 3 & Lot 4 except the East 15 feet, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0115 AND; Lot 7, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0130 AND; Lot 8, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0135 AND; Lot 9, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0140 AND; Lot 10, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0145 AND; LOT 11 & that part of Lot 12 lying West of the East 4.50 feet of Lot 12, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0150 * All legal descriptions are subject to verification by a survey. PURCHASE AND SALE AGREEMENT 1. PARTIES. This Purchase And Sale Agreement (this “Agreement”) is made this day of June, 2023 (the “Effective Date”), by and between the Elk River Housing and Redevelopment Authority, a Minnesota body corporate and politic (the “HRA”) and Ronald J. Touchette, a single person (the “Buyer”). 2. SALE OF PROPERTY. The HRA agrees to sell to the Buyer and the Buyer agrees to buy from the HRA, the real estate located at the intersection of Main and Gates. in the City of Elk River, Sherburne County, Minnesota, legally described on the attached Exhibit A (the “Property”). 3. PURCHASE PRICE AND MANNER OF PAYMENT. The Buyer shall pay the HRA Four Hundred and Fifty Thousand and 00/100 dollars ($450,000.00) for the Property (the “Purchase Price”). Upon approval and execution of this Agreement by the Buyer and the HRA, the Buyer shall deposit Ten Thousand and 00/100 dollars ($10,000.00) in earnest money to be held by the Title Company in an escrow account (the “Earnest Money”). Said Earnest Money shall be deducted from the Purchase Price at Closing. 4. OBLIGATIONS OF THE HRA. The HRA shall provide the following: 4.1. Representations and Warranties. The representations and warranties of the HRA contained in this Agreement must be true now and on the Closing Date in all material respects as if made on the Closing Date and the HRA shall have delivered to the Buyer on the Closing Date, a certificate dated the Closing Date, signed by an authorized representative of the HRA, certifying that such representations and warranties are true as of the Closing Date in all material respects. 4.2. Title. Title to the Property shall have been found marketable, or been made marketable, in accordance with the requirements and terms of Section 8 below. 4.3. Performance of the HRA’s Obligations. The HRA shall have performed all of the obligations required to be performed by the HRA under this Agreement in all material respects. Included within the obligations of the HRA under this Agreement shall be the following: 4.3.1. The HRA agrees to cooperate with the Buyer as reasonably necessary to permit the Buyer to investigate the Property. 4.3.2. The HRA shall deliver to the Buyer the Title Evidence required in Section 8 within 10 days from the Effective Date of this agreement. 4.3.3. The HRA shall deliver to the Buyer copies of all surveys, plats, civil plans, soils reports, environmental reports (including all investigations performed on the Property in the last five years), and title work relating to the Property which are in the HRA’s possession or control within 10 days from the Effective Date of this Agreement. EL185-13-882695.v2 5. CONTINGENCIES WHICH MUST BE EXERCISED BY WRITTEN NOTICE TO THE HRA ON OR BEFORE 120 DAYS OF THE EFFECTIVE DATE OF THIS AGREEEMENT (THE “CONTINGENCY DATE”): 5.1. Buyer’s Contingencies. 5.1.1. Testing. The Buyer shall have determined that the Buyer is satisfied with the results of, and matters disclosed by, any environmental site assessments (including a Phase I and Phase II if necessary), soil tests, surveys, engineering inspections, hazardous substances and environmental reviews of the Property, all such tests, assessments, inspections and reviews to be obtained at the Buyer’s sole cost and expense. a. The Buyer shall pay all costs and expenses of such investigation and testing and shall promptly repair and restore any damage to the Property caused by the Buyer’s testing and return the Property to substantially the same condition as existed prior to entry. The Buyer shall indemnify, defend, and hold the HRA harmless from any claim for damage to person or property arising from any investigation or inspection of the Property conducted by the Buyer, the Buyer’s agents or contractors, including attorneys’ fees. b. Copies of any written reports, studies or test results obtained by the Buyer in connection with the Buyer’s inspection of the Property or investigation relating to the Property shall be delivered to the HRA promptly upon receipt of the same at no cost to the HRA. 5.1.2. Land Use Approvals. The Buyer shall have obtained, at the Buyer’s sole cost and expense, on or before the Contingency Date, all consents, agreements, approvals, easements, licenses and adequate assurances that are legally necessary for the Buyer to use the Property for its intended use or purpose, including, but not limited to, land use and building permit approvals from the City of Elk River. 5.1.3 Financing. The Buyer shall have obtained suitable financing in a form and amount acceptable to the Buyer in its sole discretion. 5.1.4 Development Agreement. The Buyer, HRA and the City of Elk River shall have negotiated, mutually agreed to, and executed, effective not later than the Closing Date, a development agreement related to the Buyer’s development of the Property that is acceptable to the Buyer. 5.2. HRA’s Contingencies. 5.2.1. Determination by the HRA after a holding a public hearing on__________, 2023, required by Minnesota Statutes Section 469.029, that the sale and EL185-13-882695.v2 conveyance of the Property to the Buyer are in the best interests of the City of Elk River and its people. 5.2.2. Determination by the HRA in its sole discretion that the Buyer has the financial resources available to purchase and develop the Property. If, on or before the Contingency Date, either party determines that any of their respective contingencies listed in this Section have not been satisfied in their sole discretion, then this Agreement may be terminated by written notice from the party to the other, which notice must give no later than the Contingency Date. If the party does not give written notice of termination on or before the Contingency Date, all of such contingencies will be deemed to have been satisfied and the parties shall proceed to close this transaction in accordance with the terms of this Agreement. All of the contingencies set forth in this Agreement are specifically stated and agreed to be for the sole and exclusive benefit of the respective party and each party shall have the right to unilaterally waive any of its contingencies by written notice to the other party. If this Agreement is terminated by either party in accordance with this Section, the HRA shall return the Earnest Money to the Buyer and neither party shall have any further rights or obligations regarding this Agreement or the Property. The Buyer may extend the Contingency Date by an additional 60 days by notifying the HRA in writing and depositing into an escrow account held by the Title Company an additional $5,000 in Earnest Money prior to the expiration of the original Contingency Date. The additional Earnest Money shall be applied to the Purchase Price at Closing. 6. CLOSING. The closing of the purchase and sale contemplated by this Agreement (the “Closing”) shall occur within 30 days of the Contingency Date or its extension if such an extension is requested by the Buyer or such other date on which the parties may agree (the “Closing Date”). The HRA agrees to deliver possession of the Property to the Buyer on the Closing Date. 6.1. HRA’s Closing Documents. On the Closing Date, the HRA shall execute and deliver to the Buyer the following closing documents, all in form and content reasonably satisfactory to the HRA and the Buyer: 6.1.1. Deed. A quit claim deed conveying the Property to the Buyer. Said quit claim deed shall contain a covenant running with the Property that the building on the Property must be constructed and completed within one year from the date of the deed or the Property will automatically revert back to the HRA. The building on the Property must be an office building that is at least 6,000 square feet. 6.1.2. Seller’s Affidavit. A Seller’s Affidavit executed by the HRA stating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving the HRA or the Property; that there has been no skill, labor, or materials furnished to the Property for which payment has not been made or for which mechanics’ liens could be filed; and that there are no other unrecorded instruments affecting the Property, EL185-13-882695.v2 together with whatever additional information which may be required by the Title Company to issue an Owner’s Policy of Title Insurance with the standard exceptions waived. 6.1.3. Original Documents. Any original copies of any surveys, plans and records in the HRA’s possession that are requested by the Buyer. 6.1.4. FIRPTA Affidavit. A non-foreign affidavit, properly executed, containing such information as is required by the Internal Revenue Code Section 1445(b)(2) and its regulations. 6.1.5. Other Documents. Any other documents reasonably required in order to complete the transaction contemplated by this Agreement. 6.2. Buyer’s Closing Documents. On the Closing Date, the Buyer shall execute, as appropriate, and deliver to the HRA the following closing documents: 6.2.1. Purchase Price. The Purchase Price in good funds (certified or cashier's check or wire transfer). 6.2.2. Other Documents. Such affidavits of Purchaser, Certificates of Value or other documents as may be reasonably required in order to complete the transaction contemplated by this Agreement. 7. PRORATIONS. The HRA and the Buyer agree to the following prorations and allocation of costs regarding this Agreement: 7.1. Title Insurance and Closing Fees. The HRA shall pay the cost of the title insurance commitment, including any associated title examination and search charges. The Buyer shall pay the cost of any title insurance or endorsement premiums. The parties shall split any closing fee charged by the Title Company. 7.2. Real Estate Taxes and Special Assessments. The HRA shall pay the state deed tax. The HRA shall also pay, on or before the Closing Date, all levied special assessments, constituting a lien against the Property as of the effective date, including, without limitation, any installments of special assessments that are payable with general real estate taxes in the year in which Closing occurs. Any general real estate taxes payable in all years prior to the year in which the Closing occurs shall be paid by the HRA. Any general real estate taxes payable in the year in which Closing occurs shall be prorated between the Buyer and the HRA as of the date of Closing. 7.3. Recording Costs. The HRA shall pay the cost of recording all documents necessary to vest marketable title in the HRA and cure Objections, if any. The Buyer shall pay the cost of recording all other documents, including, but not limited to, the quit claim EL185-13-882695.v2 deed. 7.4. Attorneys’ Fees. Each of the parties shall pay its own attorneys' fees. 7.5. Brokers’ Fees. The Buyer is represented by Rock Solid Companies (the “Buyer’s Broker”). Brokerage fees of three percent of the Purchase Price shall be paid to the Buyer’s Broker by the HRA at Closing. The Buyer confirms that no other brokers are representing it in this transaction. The HRA represents that it is not represented by a broker in this transaction. 8. TITLE EXAMINATION. Title examination shall be conducted as follows: 8.1. HRA’s Title Evidence. Within 30 days of the Effective Date, the HRA shall furnish the following (collectively, “Title Evidence”) to the Buyer: 8.1.1. Title Commitment. A title insurance commitment for the Property. The Buyer shall be responsible for selecting the title insurance company. The Buyer selects West Title (the “Title Company”). 8.1.2. Survey. A copy of any existing land survey of the Property in the HRA’s possession or control. The Buyer, at the Buyer’s option, also may obtain, at the Buyer’s expense, a new survey of the Property. Any new survey shall be certified and delivered to the HRA as well as the Buyer and any other parties that the Buyer may designate. 8.2. Buyer’s Objections. No later than 30 days after receiving the updated Title Commitment, the Buyer must make written objections (“Objections”) to the marketability of title to the Property based on the Title Commitment. If the Buyer elects to obtain a new survey, Objections based upon the survey must be made within 30 days after receipt of said survey but in no event later than the Contingency Date. The Buyer’s failure to make Objections within such time period will constitute a waiver of Objections. If not sooner satisfied, the HRA shall cause the Property to be released from any mortgages or other liens against the Property at the closing. Any matter shown on such Title Evidence, other than a mortgage or other lien and not objected to by the Buyer shall be a “Permitted Encumbrance” hereunder. Within seven days after receipt of the Buyer’s Objections, the HRA shall notify the Buyer in writing if the HRA elects not to cure the Objections. If such notice is given within said seven-day period, the Buyer may either waive the Objections or terminate this Agreement by giving written notice of termination to the HRA within 10 days after the HRA’s notice is given to the Buyer. If written notice by the HRA is not given within the 10-day period, the HRA shall use commercially reasonable efforts to correct any Objections within 30 days after the expiration of the 10-day period (“Cure Period”). If the Title Company is willing to issue a title insurance policy to the Buyer that does not except from title insurance coverage an item the Buyer has objected to, the objection relating to such item shall be deemed cured. If the Objections are not cured within the Cure Period, the Buyer shall have the option to EL185-13-882695.v2 do any of the following: 8.2.1. Terminate this Agreement by giving written notice to the HRA within 10 days after the expiration of the Cure Period and neither the HRA nor the Buyer shall have further rights or obligations hereunder. In such event the HRA shall return all Earnest Money to the Buyer. 8.2.2. Waive the Objections and proceed to close without reduction in the Purchase Price. The Buyer shall make the election within 10 days after expiration of the HRA’s Cure Period. A failure to make an election within such period shall be deemed an election to proceed to close pursuant to Subsection 8.2.2. 9. REPRESENTATIONS AND WARRANTIES BY THE HRA. The HRA represents and warrants to the Buyer that the following are true in all material respects now and, as modified by any changes about which the HRA notifies the Buyer in writing following after the date hereof, will be true in all material respects on the Closing Date: 9.1. Authority. The HRA is a public body corporate and politic, duly created under and subject to the laws of the State of Minnesota; the HRA has the requisite power and authority to enter into and perform this Agreement and those HRA Closing Documents signed by it; such documents have been or will be duly authorized by all necessary action on the part of the HRA and have been or will be duly executed and delivered; such execution, delivery and performance by the HRA of such documents does not conflict with or result in a violation of any judgment, order, or decree of any court or arbiter to which the HRA is a party; such documents are valid and binding obligations of the HRA, and are enforceable in accordance with their terms, subject to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights and remedies of creditors generally and principles of equity. 9.2. Utilities. The HRA has received no notice of actual or threatened curtailment of any utility service now supplied to the Property. 9.3. Rights of Others to Purchase the Property. The HRA has not entered into any other contracts for the sale of the Property, nor are there any rights of first refusal or options to purchase the Property or any other rights of others that might prevent the sale of the Property contemplated by this Agreement. · 9.4. Use of the Property. To the best of the HRA's knowledge without investigation, the Property is usable for its current uses without violating any federal, state, local or other governmental building, zoning, health, safety, platting, subdivision or other law, ordinance or regulation, or any applicable private restriction. 9.5. Proceedings. There is no action, litigation, investigation, condemnation or proceeding of any kind pending or, to the best of the HRA’s knowledge without EL185-13-882695.v2 investigation, threatened against the HRA with respect to the Property or any portion of the Property. 9.6. Wells. No wells exist on the Property. 9.7. Sewage Treatment Systems. No sewage treatment system exists on the Property. 9.8. Title. The HRA owns fee title to the Property. The HRA’s representations shall be true, accurate and complete as of the date of this Agreement, in all material respects and, as modified by any notices given by the HRA to the Buyer, on the Closing Date in all material respects. If any time prior to Closing, the Buyer shall determine that any representation herein made by the HRA was not true in all material respects when made, the Buyer’s sole remedy shall be to terminate this Agreement by giving notice to the HRA and seeking any applicable remedies for breach from the HRA. The Earnest Money shall be returned to the Buyer. Notwithstanding the above paragraph, all representations and warranties shall terminate on the Closing Date. Any claim by the Buyer not made by written notice delivered to the HRA before the date the representation or warranty terminates shall be deemed waived. 10. “AS IS, WHERE IS.” The Buyer acknowledges that the Buyer has inspected or has had the opportunity to inspect the Property and agrees to accept the 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 HRA or any official, employee or agent of the HRA with respect to the physical condition of the Property, including but not limited to, the existence or absence of petroleum, hazardous substances, pollutants or contaminants in, on, or under, or affecting the Property or with respect to the compliance of the Property or its operation with any laws, ordinances, or regulations of any government or other body, except as stated above. The Buyer acknowledges and agrees that the HRA 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 Property for a particular purpose, all of which warranties HRA hereby expressly disclaims, except as stated above. The Buyer is relying entirely upon information and knowledge obtained from the Buyer’s own investigation, experience and knowledge obtained from the Buyer’s own investigation, experience, or personal inspection of the Property. The Buyer expressly assumes, at closing, all environmental and other liabilities with respect to the Property and releases and indemnifies the HRA 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 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 EL185-13-882695.v2 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. 11. REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents and warrants to the HRA that the Buyer is a Minnesota corporation; that the Buyer has the requisite capacity, power and authority to enter into this Agreement and the Buyer’s Closing Documents; such execution, delivery and performance by the Buyer of such documents does not conflict with or result in a violation of any judgment, order or decree of any court or arbiter to which the Buyer is a party; such documents are valid and binding obligations of the Buyer, and are enforceable in accordance with their terms. 12. CONDEMNATION. If, prior to the Closing, eminent domain proceedings are commenced against all or any material part of the Property, the HRA shall immediately give notice to the Buyer of such fact and at the Buyer’s option (to be exercised within 15 days after the HRA’s notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement. The Earnest Money paid by the Buyer shall be returned to the Buyer. If the Buyer fails to give such notice, then there shall be no reduction in the Purchase Price, and the HRA shall assign to the Buyer at the Closing all of HRA’s right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing, the HRA shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without the Buyer’s prior written consent. For purposes of this Section, the words “a material part” means a part of the Property if acquired by a condemning authority, it would materially hinder the Buyer’s operations on the Property. 13. COMMISSIONS. With the exception of the Buyer’s Broker, both the Buyer and the HRA represent that they have not entered into a contract with any other real estate broker, whereby the broker is entitled to a commission resulting from the transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against any claim made by a real estate broker for a commission or fee based on alleged acts or agreements with the indemnifying party. 14. REMEDIES. 14.1. Buyer’s Remedies. If the HRA fails to consummate this Agreement for any reason except the Buyer’s default or the termination of this Agreement pursuant to a right to terminate given herein, the Buyer, as its sole and exclusive remedy, may terminate this Agreement by giving 30 days’ written notice to the HRA, pursuant to Minnesota Statutes Section 559.21, as amended from time to time, in which event the Earnest Money shall be promptly released to the Buyer and upon such release, neither party shall be further obligated to the other (except for the Buyer’s and the HRA’s indemnities set forth in this Agreement). The Buyer specifically waives any right to make a claim against the HRA for compensatory or consequential damages or any other type of monetary claim, except for the indemnity obligations set forth in this Agreement. EL185-13-882695.v2 14.2. HRA’s Remedy. If the Buyer fails to consummate this Agreement for any reason except the HRA’s default or the termination of this Agreement pursuant to a right to terminate given herein, the HRA’s sole and exclusive remedy shall be to terminate this Agreement by giving 30 days’ written notice to the Buyer, pursuant to Minnesota Statutes Section 559.21, as amended from time to time, in which case, the Earnest Money shall be retained by the HRA. 14.3. Indemnification Remedy. Notwithstanding the foregoing provisions of this Section 14, in the event of any default by the Buyer or the HRA under or in connection with any indemnification pursuant to this Agreement, and in the event of any failure by the defaulting party to cure such default within 30 days after the date of notice of default by the non-defaulting party to the defaulting party, the non-defaulting party shall be entitled to seek and recover all legal and equitable relief available under applicable law, including, without limitation, monetary damages. 15. ASSIGNMENT. The Buyer may not assign the Buyer’s rights under this Agreement, without prior written consent of the HRA, which shall not be unreasonably withheld. 16. SURVIVAL. All of the terms of this Agreement and warranties and representations herein contained shall survive and be enforceable after the Closing. 17. NOTICES. Any notice required or permitted hereunder shall be given by personal delivery upon an authorized representative of a party hereto; or if mailed by United States mail postage prepaid; or if transmitted by facsimile copy followed by mailed notice; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to the Seller: Elk River Housing and Redevelopment Authority Attn: Executive Director 13065 Orono Parkway Elk River, MN 55330 With copy to: Sarah J. Sonsalla Kennedy & Graven, Chartered Fifth Street Towers, Suite 700 Minneapolis, MN 55402 If to the Buyer: Ronald J. Touchette 7078 East Fish Lake Road Maple Grove, MN 55311 With copy to: Rock Solid Companies 7078 East Fish Lake Road Maple Grove, MN 55311 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit, as aforesaid; provided, however, that if notice is given by deposit, the time for response to any notice by the other party shall commence to run one business day after any such deposit. Any party may EL185-13-882695.v2 change its address for the service of notice by giving notice of such change 10 days prior to the effective date of such change. 18. 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. 19. ENTIRE AGREEMENT, MODIFICATIONS. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in a writing executed by the parties. 20. BINDING EFFECT. This Agreement binds and benefits the parties and their successors and assigns. 21. CONTROLLING LAW. This Agreement has been made under the substantive laws of the State of Minnesota, and such laws shall control its interpretation. SELLER: BUYER: Elk River Housing and Ronald J. Touchette Redevelopment Authority Denny Chuba, President Ronald J. Touchette Brent O’Neil, Executive Director EL185-13-882695.v2 EXHIBIT A Legal Description of the Property Parcels: Lot 1, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0105 AND; Lot 3 & Lot 4 except the East 15 feet, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0115 AND; Lot 7, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0130 AND; Lot 8, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0135 AND; Lot 9, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0140 AND; Lot 10, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0145 AND; LOT 11 & that part of Lot 12 lying West of the East 4.50 feet of Lot 12, Block 1, Auditors Subdivision No 5, according to the recorded plat thereof, Sherburne County, Minnesota. PID 75-401-0150 * All legal descriptions are subject to verification by a survey. EL185-13-882695.v2 Item 5.1 - Sample/Concept Building Elevation Medical on Main, Elk River Sited on the 406 and 414 Main St parcels only. Zero lot line with 420 Main parcel. 6,500’ +/- with patient pickup lane. ,