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10.1 SR 11-18-2024The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires prosperity Request for Action To City Council Item Number 10.1 Meeting Date November 18, 2024 Prepared By Ryan Sandhoefner, Engineering Project Manager Item Description Meadowwoods Village Sewer Treatment Discussion Reviewed by Justin Femrite Cal Portner Tina Allard Action Requested Discuss the Meadowwoods Village HOA's request for connection to the city sewer system. Background/Discussion The Meadowwoods Village subsurface sewer treatment system was installed in the early 2000s and currently serves 39 residential homes. The system is owned and maintained by a third-party company to which the Homeowners Association (HOA) makes monthly payments. Like other subdivisions with cluster septic systems in the recent past, Meadowwoods Village HOA, through the attached petition, is requesting a connection to the city sewer system. Their current nutrient output exceeds the permitted amounts set by the MPCA, meaning substantial improvements would need to be made to continue their current cluster septic operations. Considering long-term maintenance and ownership, the HOA seeks to connect to the city sewer. Provided it is the desire of the Council to consider a public project to extend sewer service to accommodate the request, some initial direction on the following is desired. ▪ Execution of Agreement with HOA and surety ▪ Project inclusion in the Capital Improvement Plan ▪ Buyout of current cluster system ownership ▪ Preliminary assessment considerations and potential process ▪ Project development (preliminary design, final design, construction) Financial Impact N/A Mission/Policy/Goal Meet changing needs - agile Page 111 of 204 Attachments 1. 2024-10-22 PETITION REV0 Page 112 of 204 PRELIMINARY PETITION, WAIVER AND AGREEMENT FOR PAYMENT OF THE COST TO DISCONNECT AND DECOMMISION THE EXISTING PRIVATE SANITARY TREAMENET SYSTEM, DESIGN AND CONSTRUCT A SANITARY SEWER CONNECTION FOR THE MEADOWWOODS VILLAGE SUBDIVISION INTO THE CITY OF ELK RIVER SANITARY SEWER SYSTEM, AND FOR ASSESSMENTS OF AMOUNTS PAID AS A SPECIAL CHARGE UNDER MINNESOTA STATUTES, SECTION 429.101. TO: City Council of the City of Elk River The undersigned owners (the Owners), of the 39 properties (the Properties) located within the Meadowwoods Village Subdivision (the Subdivision) as legally described on the signature page of this Petition, Waiver and Agreement (the Agreement), petition the City of Elk River (the City) to perform and to pay for the costs of: • Engineering & Design of a municipal sanitary sewer system for the Subdivision. • Decommissioning and removal of the existing private sanitary treatment facility as required by local and state laws. • Completing the final purchase of the existing private sanitary treatment system and associated sanitary gravity pipe serving the Properties from the current operator/owner Natural Systems Utilities (NSU). • Construction of municipal sanitary sewer extension to connect to the existing sanitary sewer pipes serving the Properties to the City system The owners will further memorialize this Project in a Sanitary Sewer Connection Agreement, which the Owners shall enter into with the City. The Owners further petition the City to levy a special assessment against each Property within the Subdivision pursuant to Minnesota Statutes, Section 429.031, subd 3, in the amount of the total cost of the project, including all City administrative and other costs attributable to the project, in equal amounts to each of the 39 lots in the Subdivision, with an estimated cost of $35,184 for each of the 39 lots. The actual project costs will be communicated with the Subdivision board members at major project milestones throughout the process, including, but not limited to, engineering and design proposal acceptance, engineering construction estimate, construction bids, and final completion. Owners acknowledge and agree: (1) the existing treatment system is not within compliance of the Minnesota Pollution Control agency (MPCA) standards and regulations; (2) the MPCA non-compliance has created a public health and safety risk; (3) that in lieu of replacing the existing private sanitary sewer system, the Owners have collectively agreed to connect the Subdivision to the City of Elk River Sewer System; (4) that the project as described in Exhibits A & B is reasonable and necessary to connect the Subdivision to the City sanitary system and to mitigate the public health and safety hazards for the Properties; (5) that the project cost as identified in Exhibit A is reasonable and necessary to complete the overall sanitary sewer improvements and connections; and (6) that the Owners have been provided the opportunity to pay the cost of the proposed project without the City’s involvement and have elected instead to petition the City to pay the costs of the project and assess the full amount of the project cost to the Properties. Page 113 of 204 Owners acknowledge that the City may accept or reject this Agreement at the City’s sole discretion, for any reason, however, if the City accepts this Agreement: • Owners will provide the City with the necessary easement, consents, and other approvals required for the City to enter on the Subdivision and the Properties to complete the project. • The project shall be contracted by the City pursuant to the City’s normal procedures and as required by Minnesota law. • The City shall bear only that responsibility for or liability related to the performances of the project as is provided by law. • The Owners shall hold harmless and indemnify the City from any claims related to the performance of the project. • Upon completion and acceptance of the project, the City shall make payment to the City’s contractor(s) or other parties who completed the project. • The payment by the City of the cost of the project shall create an unpaid special charge against the properties that shall be specially assessed against each Property within the Subdivision by the City as allowed by Minnesota Statutes, Section 429.101, subd. 1(a)(3); (9) that the City will conduct this assessment pursuant to the procedures in Minnesota Statutes Owners represent and warrant that they are the fee Owners of the Properties as identified on the signature page of this Agreement; agree to make payment of all assessments levied pursuant to this Agreement for payment of the cost of the project; agree that they shall be personally liable for payments not made; agree that this agreement shall be binding on Owners and Owner’s successors and assigns; agree that all assessments levied pursuant to this Agreement shall be paid in full prior to or at the time of transfer of the Property to a subsequent owner; and agree that this Agreement may be recorded against the title to the Properties. Owners acknowledge that this Petition, Waiver and Agreement may be executed electronically and in counterparts. [Signature Page to Follow] Page 114 of 204 Page 115 of 204 Page 116 of 204 Page 117 of 204 Page 118 of 204 Page 119 of 204 Page 120 of 204 Page 121 of 204 Page 122 of 204 Page 123 of 204 Page 124 of 204 Exhibit A – Project Feasibility Report Page 125 of 204 Meadowwoods Village – Sanitary Sewer Connection Feasibility Study – REV1 LSC Project #71622600981 Submittal Date 5/30/2024 Attention: Justin Femrite, City Engineer 13065 Orono Parkway, Elk River, MN 55330 Page 126 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 2 Table of Contents 1. Certification ......................................................................................................................... 3 2. Introduction ......................................................................................................................... 4 3. Requirements ..................................................................................................................... 4 3.1. Feasibility Study ........................................................................................................... 4 3.2. MS 429 Requirements ................................................................................................. 4 3.3. Estimated Project Schedule ......................................................................................... 5 4. Project Information .............................................................................................................. 5 4.1. Existing Conditions ...................................................................................................... 5 4.2. Proposed Conditions .................................................................................................... 6 4.3. Permits and Easements ............................................................................................... 7 5. Project Cost Estimates ........................................................................................................ 8 5.1. Acquisition and Connections ........................................................................................ 8 5.2. Sewer Access Charge ................................................................................................. 8 5.3. Estimated Project Costs ............................................................................................... 8 5.4. Total Estimated Project Costs ...................................................................................... 9 6. Project Funding ................................................................................................................... 9 7. Conclusion and Recommendation ...................................................................................... 9 Appendix A – Meadowwoods Village Existing System ..............................................................10 Appendix B – Proposed Tie-In Location ....................................................................................11 Appendix C – Estimated Project Costs ......................................................................................12 Page 127 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 3 1. Certification Meadowwoods Village – Sanitary Sewer Connection Feasibility Study Revision 1 I hereby certify that this plan, specification, or report was prepared by me or under my direct supervision, and that I am a duly Licensed Engineer under the laws of the State of Minnesota. By: Christopher L Shaw, P.E. License No. 48324 Date: 5/30/2024 Page 128 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 4 2. Introduction The Meadowwoods Village HOA is exploring the option to connect into the City of Elk River municipal sanitary sewer system and ultimately eliminating the shared septic sewer system currently in use. This feasibility study is meant to offer an initial investigation into the viability of a connection, preliminary cost analysis, and any other project requirements that may be needed to facilitate the connection. The project costs are assumed to be assessed to the property owners within the Meadowwoods Village housing development. Any public assessments applied to the properties outlined in this report are subject to the requirements of Minnesota State Statute, Chapter 429 (MS 429). This feasibility study is required by the MS 429 statute and is the first step in the special assessment process. 3. Requirements 3.1. Feasibility Study This report is intended to provide preliminary information regarding the overall feasibility of improving/removing the existing infrastructure and adding proposed infrastructure to fully connect the homes within Meadowwoods Village to the municipal sanitary system. The existing municipal system currently runs generally east-west along County Road 33 (Ranch Road NW). The feasibility study will evaluate the proposed project based on the following items: • Overall Project Feasibility • Proposed Infrastructure Improvements • Class V Project Estimate • Preliminary Assessment Roll 3.2. MS 429 Requirements The proposed project would be financed through the assessment of the property owners benefitting from the improvements (Meadowwoods Village) and will be regulated by MS 429. The overall process for the MS 429 requirements is described below: • Project Petition – A petition from the benefiting property owners must be submitted to the Elk River City Council or alternatively, the City Counsel must authorize the project without the petition. • Project Resolution – Once either the petition is received or City Council authorizes the project without a petition, the City Council can pass a “Resolution Receiving Report and Calling Hearing on Improvement” based on its consideration of the Preliminary Engineering Report. Additionally, based on the considerations and discourse, a resolution to begin the preparation of plans may be passed as well. • Public Hearings – Once the initial resolution has been passed and the project begins to enter the planning stages, a public hearing will be scheduled to allow for discussion on the proposed plans. • Project Plan Resolution – Once the project plans and specifications have been completed and presented to the City Council, the council can introduce a “Resolution Approving Plans and Specifications and Ordering an Advertisement for Bids” based on the final project documents and discussions from the public hearing. Page 129 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 5 • Project Advertisement – The project advertisement must be published in the official local newspaper and trade publications for a minimum of three weeks before bids can be collected and opened. • Bid Acceptance – Once the bids are received and opened, the City staff will consider each bid based on the advertised criteria. The recommendations from this process can be utilized by the City Council in preparing a “Resolution Accepting Bid” based on the lowest responsible bidder and a plan for construction can begin. • Construction Start – The construction start will be based on the bids documents and be determined at a later date. • Final Assessments – Once construction is complete a public hearing will be held to determine the final assessment amounts. 3.3. Estimated Project Schedule The project schedule based on the steps listed above estimated to be: Task Estimated Date Feasibility Study 5/30/2024 Project Petition 7/12/2024 Project Resolution 8/23/2024 Public Hearings 1/17/2025 Project Plan Resolution 2/14/2025 Project Advertisement 4/14/2025 Bid Acceptance Resolution 5/15/2025 Project Construction 8/30/2025 Final Assessments 9/30/2025 4. Project Information 4.1. Existing Conditions 4.1.1. Meadowwoods Village Meadowwoods Village is located along the west side County Road 1 (Elk River Road NW) and south of County Road 33 (Ranch Road NW). The main access into the development is the intersection of County Road 1 and 209th Street NW. The development has 39 total homes /lots that currently share a septic system and drain field located east of the developed lots. The septic system is fed by a 2” SDR11 forcemain that originates at the lift station located at the end of the 211th Circle Cul-de-Sac. The development collection system that converges to the lift station consists of an 8” PVC gravity sewer system, with each home connected by a gravity service (see figure 1 and Appendix A for further details). Page 130 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 6 Figure 1 – Existing Meadowwoods Village Sanitary System 4.1.2. Elk River Municipal Sanitary Sewer System The existing Elk River sanitary sewer system currently runs parallel to County Road 33 in the vicinity of the neighborhood. The newly installed system from the Windsor Park 3rd Addition is a gravity main that runs from the development east of Joplin St NW along County Road 33. The gravity collection system continues east to a lift station east of County Road 1 where the forcemain connects into the Great Norther Trail forcemain further east. 4.2. Proposed Conditions 4.2.1. Sanitary Sewer The proposed sanitary system for the Meadowwoods Village development would utilize both the existing gravity infrastructure installed within the development and newly constructed gravity infrastructure to connect the existing municipal system north of the development. The collection system within the development is an 8” PVC gravity system that flows to a common outlet point (lift station) at the end of the 210th Circle NW cul-de-sac with an elevation of 975.70’. The newly constructed municipal system that serves Windsor Park 3rd Addition includes an 8” gravity system that flows east parallel to County Road 33. This system crosses County Road 1 along the south side of the County Road 33 right-of-way. The southwest corner of the County Rd 1 and County Road 33 intersection that would serve as a connection point for the Meadowwoods system with a newly constructed manhole at the tie-in location. It is estimated that an invert elevation of 960.44’ would be utilized for the design (see Appendix B for details). Page 131 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 7 To make this connection, a new 8” gravity main would be installed at the existing outlet point and flow east towards the County Road 1 right-of-way before turning north following the right-of-way towards the manhole connection at the intersection. This run is approximately 2,900 lineal feet and has an elevation difference of 15.29’ fall across the path for an average slope of 0.5% along the system. Figure 2 – Proposed Meadowwoods Village Sanitary Sewer Extension & Connection 4.2.2. Surrounding Neighborhood Connections The proposed system would include a manhole (MH-26) at the intersection of 212th Ave NW and County Road 1 to facilitate any future connection from the remaining Windsor Park additions. 4.3. Permits and Easements The proposed project would require both temporary construction easements and a permanent easement within the Meadowwoods Village development. The permanent easement across the open field towards County Road 1 (MH-20 to MH-22) would need to be granted for the project. Any temporary easements would be coordinated with the detailed design at a later date. Project permits from various agencies will also be required for the construction of the project and will be coordinated during the detailed design and construction of the project. Page 132 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 8 5. Project Cost Estimates 5.1. Acquisition and Connections The current system within Meadowwoods Village include the gravity collection system, lift station/forcemain, and drain field is currently owned and operated by a private company, Natural Systems Utilities. The system consists of approximately 2,801 lineal feet of 8” PVC gravity main, 13 manhole structures, one lift station, 450 lineal feet of 2” SDR11 forcemain, and a drain field. Although not all elements of the system are needed for the proposed connection to the municipal system, the gravity sewer system and connections will remain a part of the system. Therefore, it is recommended that the system be purchased from Natural Systems Utilities to move forward with the final connection. A preliminary purchase price of $300,000 for the transfer of the system to the City of Elk River and an additional $50,000 for the decommissioning effort of the existing system has been negotiated with Natural Systems Utilities. This purchase price of $350,000 will cover the existing manholes, 2,801 lineal feet of gravity main, and the 39 total household connection that will be utilized in the proposed system. Additionally, this purchase price will cover required decommissioning efforts including: • Tank abandonment of (2) 10,000 gallon septic tanks according to 7080.2500 sub.1 • Tank abandonment of (1) 10,000 gallon drain field dosing tank according to 7080.2500 sub.1 • Removal of all treatment site blowers, control panels, and pedestals • Removal of flow splitter basin • Removal of any drain field inspection piping that extends more than 4” above grade. • Abandonment of treatment wetlands by perforation of liner, covering with 6” of soil, and reestablishing vegetation • Abandonment of (4) groundwater monitoring wells by a MDH licensed well contractor 5.2. Sewer Access Charge In order to connect to the new municipal system, the City of Elk River has a Sewer Access Charge (SAC) that is currently $5,656 in 2022. A 4% inflation rate has been added to this charge for an estimated charge of $5,882 per household, if constructed in 2025. The connection into the existing truck sewer system will also require an approximate charge of $2,000.00 per household and is included in the project costs. 5.3. Estimated Project Costs The estimated costs for the engineering/design of the project, administration costs, construction costs, and other contingencies has been estimated at $714,775.60. Details for these costs can be found in Appendix C. Page 133 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 9 5.4. Total Estimated Project Costs Total Estimated Project Costs Estimated Construction $554,950.00 Contingencies 66,594.00 Estimated Engineering/Design 68,369.84 Estimated Administration 24,861.76 Estimated Sewer Acquisition $350,000.00 Estimated Sewer Access Charge Connection (39 Households) $229,398.00 Estimated Trunk Sewer Connection (39 Households) 78,000.00 TOTAL ESTIMATED PROJECT COSTS $1,372,173.60 These costs are based on public construction costs and include further estimates on the engineering/design, administration costs, and contingencies. Lake Superior Consulting has no control over the project design, construction, materials, and other project aspects and therefore offer these costs as general information and no warranty is implied or included. 6. Project Funding In order to fund the project, it is anticipated that the properties that will be directly benefitting from the improvements would be assessed for the project costs per the current City assessment policy. A per unit cost breakdown would be as follows: Description Estimated Assessment Value Engineering/Admin/Construction $18,327.58 Sewer Acquisition $8,974.36 Sewer Access Charge $5,882.00 Trunk Sewer Connection $2,000.00 TOTAL ESTIMATED ASSESSMENT $35,183.94 7. Conclusion and Recommendation The information discussed throughout this report has shown that the proposed sanitary sewer connection to the existing municipal sewer system is feasible from an engineering and construction point of view. Further, the estimated costs for the project are acceptable for the area and extent of the project. LSC recommends that the project concept be presented as a petition to the affected property owners for approval from the Elk River City Council. Page 134 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 10 Appendix A – Meadowwoods Village Existing System Page 135 of 204 Page 136 of 204 Page 137 of 204 Page 138 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 11 Appendix B – Proposed Tie-In Location Page 139 of 204 945 950 955 960 965 970 975 980 985 990 945 950 955 960 965 970 975 980 985 990 979.41979.417+50 979.16979.2981.31981.318+00 980.43980.418+50 978.50978.519+00 978.76978.8979.01979.019+50 979.28979.3980.98981.020+00 980.29980.3978.27978.320+50 978.09978.1978.06978.121+00 978.06978.1977.19977.221+50 976.20976.2978.99979.022+00 980.85980.9981.54981.522+50 981.46981.5980.59980.623+00 977.03977.0975.89975.923+50 975.64975.6974.55974.624+00 971.41971.4970.12970.124+50 969.03969.0967.77967.825+00 I=965.41 8" NW I=965.31 8" SE STA. 18+84.37-0.0' R=978.55 BLDG. HT. 13.24 SMH C 560' - 8" SAN @ 1.25% 560' 8" PVC@ 1.25% I=958.30 8" NW I=958.20 8" SE STA. 24+44.79-0.0' R=970.32 BLDG. HT. 12.12 SMH D 500' - 8" SAN @ 1.25% STA: 17+50.00 ELEV: 967.09 STA: 25+00.00 ELEV: 956.33 505' - 8" SAN @ 3.31%420' 8" PVC @ 3.31%ELK LAKE ROAD NORTHWEST / COUNTY ROAD 1RANCH ROAD NORTHWEST / COUNTY ROAD 33 13324133241331013200D & U ESMTPI: 18+84.37PC: 24+73.95>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>18+00 19+00 20+00 21+00 22+00 23+00 24+00 25+00 8" SAN G CCG GMC EC OUOUGEEG G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G G E E E EE E E E E E E E E E E E E E E E E E E E E E E E E E E EE E E C C CCC C C C C C C C C C C C C C C C C C C C C C C C C C C C C C C CCC C C C C C C C C C C C C C C C C C C CC C C C C C C C C C CCC CCC C C C C C C C C C C C C C SMH C SMH D SHEET DATELIC. NO. I HEREBY CERTIFY THAT THIS PLAN, SPECIFICATION, OR REPORT WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND THAT I AM A DULY LICENSED PROFESSIONAL ENGINEER UNDER THE LAWS OF THE STATE OF MINNESOTA. Bolton & Menk, Inc. 2021, All Rights ReservedcH:\ELKR\R19122405\CAD\C3D\122405_C_ALGN_1.dwg 4/7/2021 10:04:39 AMDESIGNED DRAWN CHECKED CLIENT PROJ. NO. ISSUED FOR DATENO. R 7533 SUNWOOD DR NW, SUITE 206 RAMSEY, MINNESOTA 55303 Phone: (763) 433-2851 Email: Ramsey@bolton-menk.com www.bolton-menk.com OF JASON W. COOK, P.E. 47451 09/08/2020 ELK RIVER, MINNESOTA WINDSOR PARK 3RD. ADDITION - SEWER EXTENSION JWC KGA JWC R19.122405 16 R SANITAY SEWER PLAN AND PROFILE 9 FEETSCALE 0 25 50 HORZ. FEETSCALE 0 5 10 VERT. EXISTING GROUND PROFILE OVER PROPOSED SANITARY SEWER DRILL PIT DRILL PIT 8" SANITARY SEWER (DIRECTIONALLY DRILLED)SEDIMENT CONTROL LOG LEGEND EXISTING DRAINAGE FLOW BITUMINOUS PATCH EROSION CONTROL BLANKET, SEED & FERTILIZER AGGREGATE SHOULDER 2 2 2 2 2 ADD 2 4/07/2021 THIS RECORD DRAWING HAS BEEN PREPARED, IN PART, BASED UPON INFORMATION FURNISHED BY OTHERS. WHILE THIS INFORMATION IS BELIEVED TO BE RELIABLE, BOLTON & MENK, INC. CANNOT ASSURE ITS ACCURACY, AND THUS IS NOT RESPONSIBLE FOR THE ACCURACY OF THIS RECORD DRAWING OR FOR ANY ERRORS OR OMISSIONS WHICH MAY HAVE BEEN INCORPORATED INTO IT AS A RESULT. THOSE RELYING ON THIS DOCUMENT ARE ADVISED TO OBTAIN INDEPENDENT VERIFICATION OF ITS ACCURACY BEFORE APPLYING IT FOR ANY PURPOSE. DATE: 02/14/2022 COMPLETED BY: TJH R=978.38BLDG. HT 11I=967.28 8" NWI=967.38 8" SE R=972.24BLDG. HT 13.5 I=958.74 8" SEI=958.84 8" NW 1.51% 3.36% Proposed Manhole STA. 22+00 Rim = 979.50 Bldg Ht = Inv = 960.54 NW Inv = 960.44 SE Inv = 960.44 S Page 140 of 204 Project # 71622600981 Sanitary Sewer Connection – Feasibility Study Page 12 Appendix C – Estimated Project CostsPage 141 of 204 Item No.Item Description Quantity Unit Price Total1 Mobilization LS1 80,000.00$ 80,000.00$ 2Clearing & Grubbing Acre2 2,650.00$ 5,300.00$ 38" PVC Gravity Sewer Main - Trenched LF 2,900 122.00$ 353,800.00$ 5Sanitary Manhole LF 150 298.00$ 44,700.00$ 6Sanitary Casting Assembly Each 10 950.00$ 9,500.00$ 7Exterior Chimney Seal Each 10 750.00$ 7,500.00$ 8Connect to Existing Gravity Sewer Each2 3,250.00$ 6,500.00$ 9Traffic Control LS1 8,000.00$ 8,000.00$ 10 Seeding Acre2 4,600.00$ 9,200.00$ 11 Seed Mixture LB 250 9.00$ 2,250.00$ 12 Fertilizer LB 750 6.00$ 4,500.00$ 13 Silt Fence LF 1,200 4.25$ 5,100.00$ 14 Erosion Control Blanket SY 800 4.50$ 3,600.00$ 15 Temporary Easement Costs LS1 15,000.00$ 15,000.00$ Construction Subtotal 554,950.00$ Contingencies 66,594.00$ Engineering 68,369.84$ Administration 24,861.76$ ESTIMATED PROJECT COST 714,775.60$ Page 142 of 204 Lake Superior Consulting, LLC 130 W. Superior Street, Suite 500, Duluth, MN 55802 info@lsconsulting.com 218.727.3141 Page 143 of 204 Exhibit B – Letter of Intent to Purchase Page 144 of 204 Page 145 of 204 Page 146 of 204 Page 147 of 204 Page 148 of 204