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7.6. EDSR 01-16-2024 Request for Action To Item Number Economic Development Authority 7.6 Agenda Section Meeting Date Prepared by General Business January 16, 2024 Brent O’Neil, Economic Development Director Item Description Reviewed by Real Estate Brokerage Agreement Cal Portner, City Administrator Reviewed by Action Requested Approve, by motion, the amendment to the brokerage listing agreement between the EDA and Hardin Companies. Background/Discussion Ryan Hardin of Hardin Companies has served as broker representative of EDA properties since January of 2022. It is recommended Hardin Companies continue to provide brokerage services to the EDA in 2024. The listing agreement amendment will extend the engagement of Hardin Companies until January 2025 upon approval of the amendment. This agreement covers the EDA’s four properties for sale. Financial Impact Terms remain the same. Any fee associated with the sale of property will be deducted from the sale proceeds at closing Mission/Policy/Goal Attract new business development to Elk River to build the City’s economic vibrancy, job offerings and tax base. Attachments  Listing Agreement with Hardin Companies  Amendment – Listing Agreement Extension 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 a� AGENCY RELATIONSHIPS IN REAL ESTATE TRANSACTIONS 1. Pagel 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.0) 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 IV 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 I/we have signed a representation contract, Itwe 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 CONT1 AC FO REPRESENTATION. (Signature) (Date) (Si nature) (Date) 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. IV 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. 11. Buyer'srTenant's Broker: A Buyer/Tenant may enter into an agreement for the broker or salesperson to represent 25. and act on behalf of the Buyer/Tenant. The broker may represent the Buyer/Tenant only, and not the Seller/Landlord, 26. 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 27. Buyer/Tenant the fiduciary duties described on page two (2).(2) The broker must disclose to the Buyer material facts 28. as defined in MN Statute 82.68, Subd. 3, of which the broker is aware that could adversely and significantly affect 29. the Buyer's use or enjoyment of the property. (MN Statute 82.68, Subd. 3 does not apply to rental/lease transactions.) 30. If a broker or salesperson working with a Seller/Landlord as a customer is representing the Buyer/Tenant, he or 31. she must act in the Buyer's/Tenant's best interest and must tell the Buyer/Tenant any information disclosed to him 32. or her, except confidential information acquired in a facilitator relationship (see paragraph IV on page two (2)). In 33. that case, the Seller/Landlord will not be represented and will not receive advice and counsel from the broker or 34. salesperson. 35. III. Dual Agency - Broker Representing both Seller/Landlord and Buyer/Tenant: Dual agency occurs when one 36. broker or salesperson represents both parties to a transaction, or when two salespersons licensed to the same 37. broker each represent a party to the transaction. Dual agency requires the informed consent of all parties, and 38. means that the broker and salesperson owe the same duties to the Seller/Landlord and the Buyer/Tenant. This 39. role limits the level of representation the broker and salesperson can provide, and prohibits them from acting 40. exclusively for either party. In a dual agency, confidential information about price, terms and motivation for pursuing 41. a transaction will be kept confidential unless one party instructs the broker or salesperson in writing to disclose 42. specific information about him or her. Other information will be shared. Dual agents may not advocate for one party 43. to the detriment of the other.(3) 44. Within the limitations described above, dual agents owe to both Seller/Landlord and Buyer/Tenant the fiduciary 45. duties described below.(2) Dual agents must disclose to Buyers material facts as defined in MN Statute 82.68, Subd. 46. 3, of which the broker is aware that could adversely and significantly affect the Buyer's use or enjoyment of the 47. property. (MN Statute 82.68, Subd. 3 does not apply to rental/lease transactions.) MN:AGMICS-1 (8/19) Minnesota Realtorse InstanetFORM5 AGENCY RELATIONSHIPS IN REAL ESTATE TRANSACTIONS 48. Page 2 49. IV. Facilitator: A broker or salesperson who performs services for a Buyer/Tenant, a Seller/Landlord or both but 50. does not represent either in a fiduciary capacity as a Buyer's/Tenant's Broker, Seller's/Landlord's Broker or Dual 51. Agent. THE FACILITATOR BROKER OR SALESPERSON DOES NOT OWE ANY PARTY ANY OFTHE FIDUCIARY 52. DUTIES LISTED BELOW, EXCEPT CONFIDENTIALITY, UNLESS THOSE DUTIES ARE INCLUDED IN A 53. WRITTEN FACILITATOR SERVICES AGREEMENT. The facilitator broker or salesperson owes the duty of 54. confidentiality to the party but owes no other duty to the party except those duties required by law or contained in 55. a written facilitator services agreement, if any. In the event a facilitator broker or salesperson working with a Buyer/ 56. Tenant shows a property listed by the facilitator broker or salesperson, then the facilitator broker or salesperson 57. must act as a Seller's/Landlord's Broker (see paragraph I on page one (1)). In the event a facilitator broker or 58. salesperson, working with a Seller/Landlord, accepts a showing of the property by a Buyer/Tenant being represented 59. by the facilitator broker or salesperson, then the facilitator broker or salesperson must act as a Buyer's/Tenant's 60. Broker (see paragraph II on page one (1)). 61. (') This disclosure is required by law in any transaction involving property occupied or intended to be occupied by 62. one to four families as their residence. 63. (2) The fiduciary duties mentioned above are listed below and have the following meanings: 64. Loyalty - broker/salesperson will act only in client(s)' best interest. 65. Obedience - broker/salesperson will carry out all client(s)' lawful instructions. 66. Disclosure - broker/salesperson will disclose to client(s) all material facts of which broker/salesperson has knowledge 67. which might reasonably affect the client(s)' use and enjoyment of the property. 68. Confidentiality - broker/salesperson will keep client(s)' confidences unless required by law to disclose specific 69. information (such as disclosure of material facts to Buyers). 70. Reasonable Care - broker/salesperson will use reasonable care in performing duties as an agent. 71. Accountinu - broker/salesperson will account to client(s) for all client(s)' money and property received as agent. 72. If Seller(s)/Landlord(s) elect(s) not to agree to a dual agency relationship, Seller(s)/Landlord(s) may give up the 73. opportunity to sell/lease the property to Buyer(s)/Tenant(s) represented by the broker/salesperson. If Buyer(s)/ 74. Tenant(s) elect(s) not to agree to a dual agency relationship, Buyer(s)/Tenant(s) may give up the opportunity to 75. purchase/lease properties listed by the broker. 76. NOTICE REGARDING PREDATORY OFFENDER INFORMATION: Information regarding the predatory offender 77. registry and persons registered with the predatory offender registry under MN Statute 243.166 may be 78. obtained by contacting the local law enforcement offices in the community where the property is located, 79. or the Minnesota Department of Corrections at (651) 361-7200, or from the Department of Corrections Web site at 80. www.corr.state.mn.us. MN:AGMISC-2 (8/19) 1 Minnesota Y� Realtors`° InstanetFoRms H HARDIN COMPANIES HARDIN COMPANIES DISCLOSURE Multiple Offers As an OWNER/SELLER, you have the option of how you would like HARDIN COMPANIES to handle multiple offers. Please Initial One: Inform ALL buyers and/or party representing buyers of the existence of other offers. Inform all buyers or the party representing buyers of the existence of other offers, ONLY WHEN ASKED by buyer or party representing buyers. tSi--ftQ Inform NO ONE of the existence of other offers. As a BUYER, you acknowledge that while we may ask about the existence of other offers, the seller may have elected NOT to disclose the information. Disclosure Seller/Landlord Disclosure of Material Facts, Delivery of Reports, and Compliance with Laws. Sellers/landlords are hereby requested to disclose directly to buyers/tenants all facts known to sellers/landlords that materially affect the value or desirability of the Property and are not readily observable nor known to the buyer/tenant, including, but not limited to, facts regarding hazardous materials, zoning, construction, design, engineering, soils, title, survey, fire/life safety, proneness to natural hazards such as earthquakes, and other matters, and to provide buyers/tenants with copies of all reports in the possession of or accessible to sellers/landlords regarding the Property. Sellers/landlords and buyers/tenants must comply with all applicable federal, state and local laws, regulations, codes, ordinances and orders, including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment in Real Property Tax Act, the Comprehensive Environmental Response Compensation and Liability Act, and The Americans With Disabilities Act. Brokerage Services HARDIN COMPANIES is a licensed real estate brokerage in the State of Minnesota engaging in real estate marketing. If you need advice including but not limited to: legal, tax, title, inspection, construction, surveying, zoning, environmental or other services, please consult the appropriate professional. Information deemed reliable but not guaranteed. Owner/Seller Signature Date �Brok Date ;a �Q ill Is- Owner/Seller Signature Date Page 1 of 1 ��gftfAlf�� COMMERCIAL LISTING CONTRACT: e q'� EXCLUSIVE m z 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. © 2020 Minnesota Association of REALTORS®, Edina, MN 1. Date January 9 2022 2. Pagel 3. DEFINITIONS: IN CONSIDERATION OF the Contract of Partners Real Estate ben LLC Hardin Companies (Real Estate Company Name) 4. ("Broker") to undertake to FKI SELL ❑ LEASE (if only SELL is checked, all references to Lessor, tenant, or lease do not apply; ----(Check all that apply.)--- 5. if only LEASE is checked, all references to Seller, buyer, or sale do not apply) the property hereinafter described, 6 City Of Elk River Economic Development Authority (e.g., trust, power of attorney, conservator, etc.) 7. ("Seller and/or Lessor") grants to Broker the exclusive right to sell and/or lease or contract to sell and/or lease the property at 8 Multiple Parcels See Lines 292-298 9. City of Elk River County of Sherburne State of 10. Minnesota, Zip Code 55330 , and legally described as Multi: le Parcels See Lines 292-297 11. ("Property") 12. for the period from the date of this Contract through and including January l$) 2023 , for the sum 13. of . _ upon the following terms 14. Cash, Conventional, Other 15. 16. or at any other price, terms or exchange to which Seller and/or Lessor may consent. 17. This Contract terminates upon successful closing and/or Lease of the Property(ies) specified in this Contract or 18. expiration or cancellation of this Contract, whichever occurs first. 19. This Contract may only be canceled by written mutual agreement of the parties. 20. Seller and/or Lessor understands that Broker may list other properties during the term of this Contract which may 21. compete with Seller's and/or Lessor's Property for potential buyers and/or tenants. 22. MLS DATA FEED OPTIONS: 23. EXPLANATIONS AND DEFINITIONS: 24. "IDX site" means a web site operated by a broker participating in the MLS on which the broker can advertise the 25. listings of other brokers in MLS, subject to certain MLS rules. The consumer visiting an IDX site is not required to 26. register on the site or to have a brokerage relationship with the broker displaying listings on the site. 27. "Virtual office web site" ("VOW") means a web site operated by a broker participating in the MLS that delivers 28. brokerage services to consumers over the world wide web. Visitors to a VOW are required to register on the site (with 29. their name and a real e-mail address) and enter a brokerage relationship with the broker operating the VOW. The 30. broker operating the VOW can then show the visiting customer/client nearly all of the information available to the 31. broker in MLS. The seller(s) of a listing has the right to opt out of certain kinds of data display under the MLS's VOW 32. policy. The MLS imposes various other rules and restrictions on VOWS. 33. For each of the following options, the MLS system automatically defaults to "Yes." Seller's and/or Lessor's instructions 34. pertaining to the Internet display of the MLS input data for the Property are as follows: 35. Option 1. Listing display on the Internet. If Seller and/or Lessor selects "No," this listing will not be included in MLS 36. data feeds to Internet web sites that display property listing data, whether intended for advertising the 37. Property or providing online brokerage services (e.g., VOWS). Brokers participating in MLS can still disclose 38. the listing to customers/clients via other means, including e-mail, fax, mail, hand delivery, and orally. 39. Shall the Property listing be displayed on the Internet, including sold information? ❑X Yes ❑ No 40. Seller and/or Lessor understands and acknowledges that if Seller and/or Lessor has selected "No" for 41. Option 1, consumers who conduct searches for listings on the Internet will not see information about the 42. Property in response to their searches. Minnesota MNC:LC:E-1 (8/20) IgRealtorsc, TRANSACTIONS Tra .,i..rn kEdiion 44. Property located at COMMERCIAL LISTING CONTRACT. EXCLUSIVE 43. Page 2 Multiple Parcels see Lines 292-298 Elk River MN 55330 45. If "No" was selected at Option 1, skip Options 2-4. If "Yes" was selected for Option 1, continue to Option 2. 46. Option 2. Listing address (Property and unit numbers and street name) display on the Internet. If Seller and/ 47. or Lessor selects "No," the address of the Property will be hidden on web sites receiving data feeds from 48. MLS that result in Internet listing display, whether intended for advertising the Property or providing online 49. brokerage services (e.g., VOWs). Brokers participating in MLS can still disclose the address to customers/ 50. clients via other means, including e-mail, fax, mail, hand delivery, and orally. 51. Shall the listing address (Property and unit numbers and street name) be displayed 52. on the Internet? X❑ Yes ❑ No 53. Option 3. An automated valuation of the Property listing or a link to an automated valuation of it may be 54. displayed adjacent to the listing. Some VOWs or IDX sites may provide an automated valuation model 55. ("AVM") function/service. An AVM uses statistical calculations to estimate the value of a property based 56. upon data from public records, MLS, and other sources, and incorporating certain assumptions. The 57. accuracy of AVMs has sometimes been criticized because they do not take into consideration all relevant 58. factors in valuing a property. Seller and/or Lessor, by selecting "No," may prohibit display of an automated 59. valuation of his or her listing adjacent to the listing. 60. Shall an automatic valuation of the Property listing or a link to an automated 61. valuation be displayed adjacent to the listing? 0 Yes ❑ No 62. Option 4. Comments or reviews of the Property by persons other than the displaying broker may be displayed 63. with or attached as a link to the listing data of the Property. Some VOWs or IDX sites may provide 64. functionality that permits the customers/clients using the VOW or IDX site to enter comments or reviews 65. with the listing or by hyperlink to such comments or reviews. Note that the broker displaying the listing 66. on his or her VOW or IDX site may add commentary representing his or her professional judgment regarding 67. the listing's value, etc. 68. Shall comments or reviews of the Property by persons other than the displaying 69. broker be displayed with or attached as a link to the listing data of the Property? 0 Yes ❑ No 70. SELLER'S AND/OR LESSOR'S OBLIGATION: It is agreed that Seller and/or Lessor shall promptly furnish Broker 71. with complete information concerning any person who during the period of this Contract makes inquiry to Seller and/ 72. or Lessor regarding the sale, exchange, or lease of the Property. 73. If the Property is sold, Seller hereby agrees to furnish to buyer an Abstract of Title, a Registered Property Abstract 74. or an ALTA Title Insurance Commitment, certified to date, to include proper searches covering bankruptcies and state 75. and federal judgments and liens, and to execute or cause to be executed a deed conveying title to the Property to the 76. buyer and any further documents as may be required to consummate the sale in accordance with the terms above 77. designated or with the terms to which Seller may hereafter consent. 78. Seller and/or Lessor further agrees to promptly notify Broker of any notices pertaining to the Property which are hereafter 79. received during the term of this Contract. 80. It is further agreed that Seller and/or Lessor shall permit Broker to erect a "For Sale" and/or "For Lease" sign on the 81. Property and to remove all other "For Sale" and/or "For Lease" signs from the Property during the period of this 82. Contract. Seller and/or Lessor shall permit Broker to place information on the Minnesota Commercial Property 83. Exchange ("MCPE") or other type of multiple listing service forum ("MLS") and the Internet concerning the Property. 84. Upon final acceptance of a purchase and/or lease agreement, Seller and/or Lessor allows Broker to withdraw the 85. Property from the market. Broker may notify the MCPE or MLS and member REALTORS" of the price and terms of 86. the sale and/or lease. 87. Seller and/or Lessor has the full legal right to sell and/or lease the Property. 88. Seller and/or Lessor certifies that as of the date of execution of this Contract, Seller and/or Lessor has not received 89. any notice of building, health, or fire code violations, nor vacant building registration notification, nor notice of hazardous 90. waste on the Property, nor notice of condemnation pertaining to the Property, except as herein noted (if none, state 91. "none"): none 92. 93. I Minnesota MNC:LC:E-2 (8/20) I RealtorsG TRANSACTIONS 95. Property located at COMMERCIAL LISTING CONTRACT: EXCLUSIVE 94. Page 3 Multiple Parcels See Lines 292-298 Elk River MN 55330 96. Access to the Proi�erty:To facilitate the showing and sale and/or lease of the Property, Seller and/or Lessor authorizes 97. Brokerto: 98. X❑ access the Property; 99. X❑ authorize other brokers and their salespersons, inspectors, appraisers, contractors, and other industry professionals 100. to access the Property at reasonable times and upon reasonable notice; and 101. ❑ duplicate keys to facilitate convenient and efficient showings of the Property. 102. Authorizing access means giving Broker permission to: 103. 1. authorize the above -referenced persons to enter the Property, with or without a licensed salesperson present; 104. 2. disclose any security codes necessary to enter the Property; and 105. 3. lend a key to enter the Property, directly or through a lockbox. 106. Seller and/or Lessor agrees to commit no act which might tend to obstruct Broker's performance. If the Property is 107. occupied by someone other than Seller and/or Lessor, Seller and/or Lessor shall comply with Minnesota law and 108. applicable lease provisions of an existing lease and provide tenant with any required notice in advance of any Property 109. showing. 110. Seller and/or Lessor understands that prospective buyers/tenants and others authorized to access the Property may 111. record the Property by photograph, video, or other medium while accessing the Property. 112. RECORDING ON THE PROPERTY: Seller and/or Lessor understands that MN Statute 626A.02 specifically prohibits 113. the interception of oral communications without the consent of at least one of the two parties to the communication. 114. Seller and/or Lessor should seek appropriate legal advice regarding compliance with this statute if Seller and/or Lessor 115. intends to utilize technology that may intercept oral communications between persons other than Seller and/or Lessor. 116. SELLER AND/OR LESSOR CONTENT LICENSE: In the event Seller and/or Lessor provides content, including, but 117. not limited to, any photos or videos of the Property ("Seller and/or Lessor Content") to Broker, Seller and/or Lessor 118. grants to Broker a nonexclusive, perpetual, world-wide, transferable, royalty free license to sub -license (including through 119. multiple tiers), reproduce, distribute, display, perform, and create derivative works of the Seller and/or Lessor Content. 120. Seller and/or Lessor represents and warrants that Seller and/or Lessor has authority to provide Seller and/or Lessor 121. Content and Sellerand/or Lessor Content does not violate any restrictions regarding use including any third -party intellectual 122. property rights or laws. Seller and/or Lessor agrees to execute any further documents that are necessaryto effect this license. 123. NOTICE: THE COMPENSATION RATE FOR THE SALE, LEASE, RENTAL, OR MANAGEMENT OF REAL 124. PROPERTY SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND ITS CLIENT. 126. COMPENSATION FOR SALE: (To be completed only if Property is being offered for sale.) Seller shall pay Broker 127. a retainer fee of $ 0. 00 when Seller signs this Contract. Broker shall keep this fee even if 128. Seller does not sell the Property. It is further agreed that Seller shall pay Broker a brokerage fee of: 129. (Check any that apply.) 130. ❑ 131. ❑ $ 132. ❑ $ percent (%) of the price for which the Property is sold or exchanged; 133. FK1 OTHER: see Lines 299-302 134. 135. 136. upon the occurrence of any of the following conditions, identified in lines 153-201. per square foot; MNC:LC:E-3 (8/20) Minnesota Realtors' TRANSACTIONS T[ansa[..onliesl: EG[bn COMMERCIAL LISTING CONTRACT: EXCLUSIVE 137. Page 4 138. Property located at Multiple Parcels See Lines 292-298 Elk River MN 55330 139. COMPENSATION FOR LEASE: (To be completed only if Property is being offered for lease.) Lessor shall pay Broker a 140. retainer fee of $ when Lessor signs this Contract. Broker shall keep this fee even 141. if Lessor does not lease the Property. It is further agreed that Lessor shall pay Broker a brokerage fee of: 142. (Check any that apply.) 143. ❑ - 144. ❑ 145. ❑ $ 146. ❑ $ 147. ❑ $ 148. ❑ OTHER: 149. 150 151 152 percent (%) of the total gross obligation of the lease price; percent (%) of the total net obligation of the lease price; per useable square foot; per rentable square foot; upon the occurrence of any of the following conditions, identified in lines 153-201 and paid in the following manner: percent (%) upon lease execution and percent (%) upon lease occupancy. 153. COMPENSATION CONDITIONS: 154. 1. The sale and/or lease, contract for sale and/or lease, exchange or conveyance of the Property during the period 155. of this Contract by Broker or any other person, including but not limited to, Seller and/or Lessor or any other 156. agent or broker not a party to this Contract, in accordance with the price, terms, or exchange as set forth here 157. or as otherwise consented to by Seller and/or Lessor; 158. 2. A buyer and/or tenant is procured, whether by Broker, Seller and/or Lessor or anyone else, who is ready, willing 159. and able to purchase and/or lease the Property at the price and terms set forth above and Seller and/or Lessor 160. refuses to sell and/or lease; 161. 3. A Seller and/or Lessor agrees to sell and/or lease the Property before the expiration of this Contract, and Seller 162. refuses to close the sale and/or Lessor refuses to commence the lease in accordance with the terms of the 163. executed lease agreement; 164. 4. A Seller and/or Lessor removes the Property from the market before expiration of this Listing Contract; 165. 5. If Seller and/or Lessor grants an option to purchase and/or lease the Property, Seller and/or Lessor shall compensate 166. Broker, as provided here, based on the price paid for the option and for any extensions of the option. This compensation 167. shall be paid upon receipt by Seller and/or Lessor of any such payments. In the event such option is exercised, 168. whether during the term of this Contract, or within 5 months after, Seller and/or Lessor shall also compensate 169. Broker on the gross sale and/or lease price of the Property in accordance with the provisions here. 170. Notwithstanding the foregoing, to the extent that all or part of the price paid for the option or any extension of the option 171. is applied to the sale and/or lease price of the Property, then any compensation previously paid by Seller and/or 172. Lessor to Broker on account of such option payments shall be credited against the compensation payable to 173. Broker on account of the exercise of the option; 174. 6. During the term of this Listing Contract or within 180 days (not to exceed six (6) months, except for the 175. purchase orsale ofa business in which case it cannot exceed two (2) years) after the expiration of this Listing Contract: 176. (a) the Property is acquired by a public authority; 177. (b) an agreement to acquire the Property is reached with a public authority; or 178. (c) a public authority institutes eminent domain/condemnation proceedings to acquire the Property; 179. 7. Seller and/or Lessor contributes or conveys the Property or any interest therein to a partnership, joint venture or 180. other business entity during the term of this Contract in lieu of a sale and/or lease of the Property during the term 181. of this Contract; MNC:LC:E-4 (8/20) Minnesota Realtors TRANSACTIONS ,r V.n DlskEd,ti- COMMERCIAL LISTING CONTRACT: EXCLUSIVE 182. Page 5 183. Property located at Multiple Parcels see Lines 292-298 Elk River MN 55330 184. 8. Seller and/or Lessor is a partnership or other business entity, and an interest in the partnership or other business 185. entity is transferred, whether by merger, outright purchase and/or lease or otherwise in lieu of sale and/or lease 186. of the Property during the term of this Contract; or 187. 9. If within 180 days (not to exceed six (6) months, except for the purchase or sale of a business in which case 188. it cannot exceed two (2) years) after the end of this Contract, Seller and/or Lessor sells and/or leases or agrees 189. to sell and/or lease the Property to anyone who has made an affirmative showing of interest in the Property by 190. responding to an advertisement or by contacting the Broker or salesperson involved or has been physically shown 191. the Property by the Broker or salesperson. It is understood that Broker shall not seek to enforce collection of a 192. compensation under this subparagraph nine (9) unless the name and address of the prospect is on a written list 193. given to Seller and/or Lessor within 72 hours after expiration of this Listing Contract. 194. IF YOU RELIST WITH ANOTHER BROKER WITHIN THE OVERRIDE PERIOD AND THEN SELL AND/OR 195. LEASE YOUR PROPERTY TO ANYONE WHOSE NAME APPEARS ON THIS LIST, YOU COULD BE LIABLE 196. FOR FULL COMMISSIONS TO BOTH BROKERS. IF THIS NOTICE IS NOT FULLY UNDERSTOOD, SEEK 197. COMPETENT ADVICE. 198. As security for Broker's compensation, Seller and/or Lessor hereby grants to Broker a security interest in the lease 199. payments from the lease of the Property or proceeds from a sale and any title company or other closer who conducts 200. the closing on the sale and/or lease of the Property is directed to disburse the Broker's compensation provided here 201. to Broker at the time of closing. 202. COMPENSATION DISCLOSURE: Broker ❑X SHALL ❑ SHALL NOT offer compensation to cooperating brokers. --------------- } (Check one.-------------- 203. If SHALL, the compensation to cooperating brokers shall be as follows: 204. ❑ % of the gross sales and/or lease price or $ 205. cooperating brokers representing buyer and/or tenant. 206. ❑ % of the gross sales and/or lease price or $ 207. cooperating brokers assisting buyer and/or tenant. 208. ❑iif Other: See Lines 299-302 209 -_ , whichever is greater, to , whichever is greater, to 210. FORFEITURE OF EARNEST MONEY: If a buyer of the Property defaults and as a result forfeits the earnest money, 211. Seller shall receive 100 percent (%) and Broker shall receive 0 percent (%) of the earnest money. 212. CLOSING SERVICES: 213. NOTICE: THE REAL ESTATE BROKER, LICENSEE REPRESENTING SELLER OR REAL ESTATE 214. CLOSING AGENT HAS NOT EXPRESSED AND, UNDER APPLICABLE STATE LAW, MAY NOT 215. EXPRESS OPINIONS REGARDING THE LEGAL EFFECT OF THE CLOSING DOCUMENTS OR OF 216. THE CLOSING ITSELF. 217. After a purchase agreement for the Property is signed, arrangements must be made to close the transaction. Seller 218. understands that Seller may arrange for a qualified closing agent or attorney to conduct the closing, or Seller may 219. ask Broker to arrange for the closing. Seller understands that Seller may be required to pay certain closing costs 220. which may effectively reduce the proceeds from the sale. 221. Seller's choice for closing services: (Check one) 222. ❑ Seller directs Broker to arrange for a qualified closing agent to conduct the closing. 223. ❑X Seller shall arrange for a qualified closing agent or Seller's attorney to conduct the closing. 224. (Seller's Initials) (Seller's Initials) MNC:LC:E-5 (8/20) Minnesota Realtors TRANSACTIONS 7--ti-NA kcal., COMMERCIAL LISTING CONTRACT: EXCLUSIVE 225. Page 6 226. Property located at Multiple Parcels See Lines 292-298 Elk River MN 55330 227. ADDITIONAL COSTS: Seller acknowledges that Seller may be required to pay certain closing costs, which may 228. effectively increase the cash outlay at closing. 229. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): Section 1445 of the Internal Revenue Code 230. provides that a transferee ("Buyer") of a United States real property interest must be notified in writing and must 231. withhold tax from the transferor ("Seller") if the transferor ("Seller") is a foreign person, provided there are no applicable 232. exceptions from FIRPTA withholding. 233. Seller represents and warrants that Seller ❑ IS 0 IS NOT a foreign person (i.e., a non-resident alien individual, -------(Check one)------ 234. foreign corporation, foreign partnership, foreign trust, or foreign estate) for purposes of income taxation. 235. Due to the complexity and potential risks of failing to comply with FIRPTA, Seller should seek appropriate legal and 236. tax advice regarding FIRPTA compliance, as Broker will be unable to confirm whether Seller is a foreign person 237. or whether the withholding requirements of FIRPTA apply. 238. AGENCY REPRESENTATION: 239. FK_1 Seller and/or Lessor will agree to a dual agency representation and will consider offers made by buyers and/or 240. tenants represented by Broker. 241. ❑ Seller and/or Lessor will not agree to a dual agency representation and will not consider offers by buyers and/ 242. or tenants represented by Broker. r� 243. Real Na , Partners Real Estate Mn LLC Hardin Companies 244. By- 245. Seller and/or Lessor: 246. Seller and/or Lessor: Date: /-Z2 Date: 1 / 6 `� l ZD 247. OTHER POTENTIAL SELLERS AND/OR LESSORS: Seller and/or Lessor understands that Broker may list other 248. properties during the term of this Contract. Seller and/or Lessor consents to Broker representing such other potential 249. sellers and/or lessors before, during, and after the expiration of this Contract. 250. PREVIOUS AGENCY RELATIONSHIPS: Broker, or licensee representing Seller and/or Lessor, may have had a 251. previous agency relationship with a buyer and/or tenant of Seller's and/or Lessor's Property. Seller and/or Lessor 252. acknowledges that Broker, or licensee representing Seller and/or Lessor, is legally required to keep information 253. regarding the ultimate price and terms the buyer and/or tenant would accept and the motivation for buying and/or 254. leasing confidential, if known. 255. TERMINATION OF FIDUCIARY DUTIES: Broker's fiduciary duties, except the duty of confidentiality, terminate upon 256. the successful closing and/or lease of the Property(ies) specified in this Contractor expiration or cancellation of this 257. Contract, whichever occurs first. 258. INDEMNIFICATION: Broker will rely on the accuracy of the information Seller and/or Lessor provides to Broker. Seller 259. and/or Lessor agrees to indemnify and hold harmless Broker from and against any and all claims, liability, damage, 260. or loss arising from any misrepresentation, misstatement, omission of fact, or breach of a promise by Seller and/or 261. Lessor. Seller and/or Lessor agrees to indemnify and hold harmless Broker from any and all claims or liability related 262. to damage or loss to the Property or its contents, or any injury to persons in connection with the marketing of the Property. 263. Indemnification by Seller and/or Lessor shall not apply if the damage, loss, or injury is the result of the gross negligence 264. or willful misconduct of the Broker. MNC:LC:E-6 (8/20) Minnesota Realtors® TRANSACTIONS acronGrrk Ed•tiu COMMERCIAL LISTING CONTRACT: EXCLUSIVE 265. Page 7 266. Property located at - Multiple Parcels See Lines 292-298 Elk River MN 55330 267. ADDITIONAL NOTICES AND TERMS: As of this date Seller and/or Lessor has not received notices from any 268. municipality, government agency, or unit owners' association about the Property that Seller and/or Lessor has not 269. informed Broker about in writing. Seller and/or Lessor agrees to promptly inform Broker, in writing, of any notices of 270. such type that Seller and/or Lessor receives during the term of this Contract. 271. This shall serve as Seller's and/or Lessor's written notice granting Broker permission to obtain mortgage information 272. (e.g., mortgage balance, interest rate, payoff and/or assumption figures) regarding any existing financing on the 273. Property. A copy of this document shall be as valid as the original. 274. MISCELLANEOUS: This Contract is binding upon the heirs, successors, and assigns of the parties. 275. All of the representations and covenants of this Contract shall survive and be enforceable after termination of this 276. Contract. 277. This Contract constitutes the complete agreement between the parties and supersedes any prior oral or written 278. agreements between the parties relative to the provisions herein. No amendment, modification, or extension of this 279. Contract shall be valid or binding unless made in writing and signed by both Seller and/or Lessor and Broker. 280. This Contract shall be governed by the laws of the State of Minnesota. 281. ENTIRE AGREEMENT: This Contract and all addenda and amendments signed by the parties shall constitute the 282. entire agreement between Seller and/or Lessor and Broker. Any other written or oral communication between Seller 283. and/or Lessor and Broker, including, but not limited to, e-mails, text messages, or other electronic communications 284. are not part of this Contract. This Contract can be modified or canceled only in writing signed by Seller and/or Lessor 285. and Broker or by operation of law. All monetary sums are deemed to be United States currency for purposes of this 286. Contract. 287. ELECTRONIC SIGNATURES: The parties agree the electronic signature of any party on any document related to 288. this transaction constitute valid, binding signatures. 289. CONSENT FOR COMMUNICATION: Seller and/or Lessor authorizes Broker and its representatives to contact Seller 290. and/or Lessor by mail, phone, fax, e-mail, text message or other means of communication during the term of this 291. Contract and anytime thereafter. 292. OTHER: PID# 75-757-0105 17610 Tyler Street NW, Elk River MN 55330 Sec. 2 T32N R26W LOT 1 BLK 1 NORTHSTAR BUSINESS 293. PARK. To be sold for the sum or $2.00 PSF or any other price, rems or exchange to which the Seller and/or Lessor may consent. 294. PID# 75-820-0105 10835 170th Avenue NW, Elk River MN 55330 Sec. 11 T32N R26W LOT 1 BLK 1 NATURES EDGE BUSINESS CENTER. To be sold for the sum or $2.00 PSF or any other price, rems or exchange to which the 295 Seller and/or Lessor may consent. PID# 75-597-0105 13566 185th Avenue NW, Elk River MN 55330 Sec.32 T32N R26W LOT 1, BLK 1 FOX HAVEN 296. COMMERCIAL. To be sold for the sum or $2.75 PSF or any other price, rems or exchange to which the Seller and/or Lessor may consent. 297. PID# 75-597-0110 13530 185th Avenue NW, Elk River MN 55330 Sec.32 T33N R26W LOT 2, BLK 1 FOX HAVEN 298 COMMERCIAL. To be sold for the sum or $2.75 PSF or any other price, reins or exchange to which the Seller and/or Lessor may consent. 299. Seller shall pay Broker a brokerage fee of 6% of the price for which the Property is sold or exchanged, the minimum gross sale price for industrial, retail and/or office land, for the purpose of calculating 300. commission only, shall be $1.50 per square foot. Cooperating broker compensation shall be split equally between brokers. 301. The seller will provide a "Restrictive List" of potential buyers, in which seller already has a relationship, to broker by January 14, 2022. In the event a Purchase Agreement is entered into by a Buyer on 302. the "Restrictive List" prior to March 31, 2022, the terms of broker compensation will be hereby modified as follows: Seller shall pay commission to cooperating broker directly as negotiated with cooperating broker 303. and a commission of 1% to seller's broker. Seller reserves the right to accept, reject or negotiate any Purchase Agreements as presented. 304. MNC:LC:E-7 (8/20) (,7 Minnesota CCCC�� Realtors`! TRANSACTIONS fran>ae:ianCes'v. Ea.rror• 306. Property located at Mul 307. BROKER COMMERCIAL LISTING CONTRACT: EXCLUSIVE 305. Page 8 Parcels See Lines 292-298 Elk River 308. ACC D BY: Partners Real Estate Mn LLL Hardin Companies (Real Estate Company Name) 309. B (Licensee's igna 310. Ryan D Hardin (Licensee's Printed Name) 311. (Date) 312 15681 Andrie ST NW (Address) 313. Ramsey (City/State2ip) 314. 612-860-6177 MN 55303-8011 (Phone) 315. ryanhardin@hardincompanies.com (E-Mail Address) 316. 317. 318. 319. 320. 321. 322. 323. 324. 325. 326. SELLER AND/OR LESSOR MN 55330 ACCEPTED BY: City of Elk River Economic Development Authority (Business Entity or Individual Name) By: (Seller's and/or Lessor's Signature) Dan Tveite (Seller's and/or Lessor's Printed Name) Its: EDA President (Title) (Date) 11 (Address) tW1 (City/State2ip) 6128606177 (Phone) (E-Mail Address) SELLER AND/OR LESSOR ACCEPTED BY: city of Elk River Economic Development Authority (Bu ine Ent' or Individual Name) By: (Seller's and/or Lessor's Signature) Brent O'Neil (Seller's and/or Lessor's Printed Name) Its: Economic Development Director (Title) (Date) L (Address) v T k r /1/l N 553 a(:) (City/State/Zip) 7�3- 3T — ld%fz (Phone) t (E-Mail Address) 327. THIS IS A LEGALLY BINDING CONTRACT BETWEEN SELLER AND/OR LESSOR AND BROKER. 328. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. MNC:LC:E-8 (8/20) Minnesota Realtors fTRANSACTIONS Iran :­(>1k Ey:liw WIRE FRAUD ALERT Internet fraud —the use of Internet services or software with Internet access to defraud victims — is on the rise in real estate transactions. THESE SOPHISTICATED CRIMINALS COULD: • HACK INTO YOUR E-MAIL ACCOUNT or the e-mail of others involved in your real estate transaction and may direct you to wire money to the hacker's account. SEND FRAUDULENT E-MAILS that appear to be from your real estate licensee, lender, or closing agent. CALL YOU claiming they have revised wiring instructions. Buyers/Tenants and Sellers/owners are advised to: (1) Never wire funds without confirming the wiring instructions directly with the intended recipient. (2) Verify that the contact information for the wire transfer recipient is legitimate by calling a known phone number for the broker or closing agent. Do not rely on the information given to you in an e-mail communication. (3) Never send personal information through u nsecu red/u n encrypted e-mail. If you suspect wire fraud in your transaction: (1) Immediately notify your bank, closing agent, and real estate licensee. (2) File a complaint online at the Internet Crime Complaint Center (IC3) at http://www.ic3.gov. The undersigned acknowledge receipt of this wire fraud alert and understand the importance of taking proactive measures to avoid being a victim of wire fraud in a real estate transaction. I y C) /r z Z _ 1 7 (Signature) (Date) (Signature) (Date) This form approved by the Minnesota Association of REALTORS®, which disclaims any liability arising out of use or misuse of this form. © 2018 Minnesota Association of REALTORS®, Edina, MN MN-WFA (8/18) t;;7 Minnesota Realtors` TRANSACTIONS Tranaat;mnDuak k�tinn NorthstarMlLS LOTS & LAND LISTING INPUT FORM Disclosures By signing the authorization section below, the Seller acknowledges the following disclosures: 1. The Seller's real estate broker (the Broker) is a participant in the Regional Multiple Listing Service of Minnesota, Inc. (RMLS). 2. The Seller has authorized the Broker to give the information on this form about the Seller's property to RMLS. 3. All data submitted to RMLS becomes the sole property of RMLS. 4. RMLS assumes no responsibility or liability to the Seller for errors or omissions on this form or in the RMLS computer system. 5. The Broker is required to promptly provide information to RMLS about any change in status or price of the Seller's listing. 6. If the Seller's property is sold, the Broker must report to RMLS the price and terms of the sale. 7. Neither the Seller nor any prospective buyer of the property can alter the Broker's responsibility to report all such data to RMLS by agreement among them. 8. RMLS shall retain and make available all such data and photographs to all its participants (real estate brokers, appraisers, and affiliated professionals) for an indefinite period. 9. Under no circumstances will RMLS permit data about the Seller's listing to be deleted from RMLS's systems in order to conceal any information, including information that the property was listed for a period of time by another broker or brokers. 10. The Broker's use of RMLS's systems is subject to the duties imposed on the Broker by the rules and regulations of RMLS and by the Code of Ethics of the National Association of REALTORS®. 11. At the request of the Broker, unless the field called Display Listing on Internet is marked "NO", RMLS will electronically transmit information about the Seller's property to Internet web sites to aid in marketing the property for sale. 12. At the request of the Broker, unless the field called Display Address on Internet is marked "NO", RMLS will include the address of the Seller's property in transmissions of data to web sites. Authorization: I have read and understood the disclosures above. I certify that the information contained on this form is accurate to the best of my knowledge. �j The Listing Contract Starts kIM and ends at 11:59 P.M. on 01/ig/2022 re) 14M Owner (type or pri t) 01/iY/2023 r W O 7-27 re), A 1 / 4i OwnA�(ttpe fr print) (� C) I ,, ( a Real Estate Company ent Signature) Partners Real Estate Mn LLC Hardin Companies Ryan D Hardin Copyright 2020 Regional Multiple Listing Service of Minnesota, Inc. All rights reserved. InStanetFOkMS Rev. 2120 NorthstarMLS Listing Change Form and Contract Amendment This form may function as an amendment to the listing agreement between the parties. (Asterisk denotes Required Field if the Section is used) *Listing Number *Address *Listing Office ID *Listing Agent ID *Listing Agent Name □ Price Change *New List Price $ □ Status Change (May be entered by listing firm) □ *Active (from a Temp. Not Avail. For Showing, Coming Soon, or Pending status) □ *Pending (includes all listings not available for showings IF an offer has been accepted) *Pending Date *Projected Close Date *Selling Office ID *Selling Agent ID *Selling Agent Name: Co-Selling Office ID Co-Selling Agent ID Co-Selling Agent Name: □ Sold (Listing must be entered into Pending first) *Sale Price *Date Closed Loan Amount *Seller Contribution *Financing Terms (choose only 1) □ FHA □ Contract For Deed □ FHA Rehab 203k □ Lease Purchase □ DVA □ Special Funding □ Conventional □ Federal Land Bank □ Conv Rehab □ MHFA/WHEDA □ Rural Dev □ Cash □ USDA □ Contract/Deed w/Assumption □ Assumable □ Exchange/Trade □ Adj. Rate/Gr. Pay □ Other □ Expiration Date Change If Old Expiration Date is past, extension must be signed within 7 days of that date. Otherwise, must enter new listing. *Old Expiration Date *New Expiration Date □ Status Change (To be entered by your association) □ *Temp. Not Avail. For Showing □ *Cancelled (The Owner(s) and the Broker must sign for a listing to be Cancelled.) *Off-Market Date □ Rented *Rented Monthly Rate *Rented Date *Renting Office ID *Renting Agent ID *Renting Agent Name OTHER: (Write the name of the field and the value it should contain, e.g. “Bedrooms = 4”) The Undersigned do hereby agree that the listing contract dated , (original contract date) between the undersigned is changed as shown above. All other terms of such listing contract shall remain unchanged and in full force and effect, except as we may agree in writing to change it in the future. Owner acknowledges receipt of a copy of this transmittal form. Owner (Signature) Owner (Signature) Agent Broker (Required for Cancellation) Copyright 2020, NorthstarMLS. All rights reserved. Date Date Date Date Multiple Multiple Parcels See "Other" Below 26332 496506940 Ryan D Hardin 8 01/18/24 01/18/25 Expiration Date hereby amended for: PID# 75-757-0105 17610 Tyler Street NW, Elk River, MN 55330, PID# 75-820-0105 10835 170th Avenue NW, Elk River MN 55330 PID# 75-597-0105 13566 185th Avenue NW, Elk River MN 55330, PID# 75-597-0110 13530 185th Avenue NW, Elk River MN 55330 01/19/2022 Ryan Hardin Hardin Companies NorthstarMLS Change Form Instructions This form is split into multiple sections, each serving a different function. Keep in mind that the fields with asterisks are REQUIRED. If the information is not complete, the change cannot be made. This form will also serve as the owner’s authorization to broker to make changes to the listing and owners agree that the changes are correct. BASIC INFORMATION Property address, listing number, listing office ID and listing agent ID are required for ALL changes. WHO SHOULD INPUT THIS CHANGE INTO NORTHSTARMLS?  The office broker may make most MLS changes without sending this form to NorthstarMLS. The change form should be retained and made available to NorthstarMLS upon request.  Expiration Date Correction: MLS rules allow a listing contract to be extended within 7 days of the expiration date (After 7 days, a new contract and new MLS listing are required). The office broker may correct an inaccurate listing date if it is corrected within 7 days of listing entry.  If the listing status is sold, the information cannot be updated by the agent or broker. The change form should be sent to NorthstarMLS at help@northstarmls.com STATUS CHANGE 1. Temporarily Not Available for Showing - does not terminate listing rights. A listing contract still exists but the listing is off the market, not available for showings to anyone, for a time that exceeds 24 hours. The property owner is not free to dispose of the property or re-list it with another broker without first recognizing the rights of the current listing broker. 2. Cancelled - terminates the listing rights of the broker as of a specific date, except for those prospects whom the seller has been notified of in writing in accordance with the listing agreement terms. Upon the effective cancellation date of the listing, the seller is free to relist, sell directly, or take the property off the market. The listing broker must sign the form for this status change. 3. Active - The listed property is available for showings. 4. Pending - Enter the date the purchase agreement/contract was accepted in the Off-Market date field. Enter the projected closing date, the selling office ID and the selling agent ID. 5. Sold - Enter the sale price, the date the sale closed, the loan amount (if any) and the amount the seller contributed to the transaction (points paid or other). Select the type of financing used. This entry must be made within 2 business days of the closing. 6. Rented - Enter the Rented Monthly Rate, Rented Date (the date the lease/contract was accepted), Renting Office ID, Renting Agent ID and Renting Agent name. This entry must be made within 2 business days of the lease agreement/contract being accepted. OTHER CHANGES Write the name of the field you wish to change along with the correct, new information. If you wish to change a remarks section, write the name of the remarks field (e.g. “Agent Remarks”) on this form and attach the text you wish to have entered. SIGNATURES Be sure to get signatures from all the identified individuals. Contact the NorthstarMLS Help Desk with any questions at 651-251-5456 or help@northstarmls.com