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031218 EDA Meeting Packet EDA MEETING City Hall, 4401 Xylon Avenue North Monday, March 12, 2018 President Kathi Hemken Commissioner John Elder Commissioner Andy Hoffe Commissioner Eric Lammle Commissioner Jonathan London 1. Call to order – EDA Meeting of March 12, 2018 2. Roll call 3. Approval of Minutes:  February 12, 2018 4. Resolution approving purchase and redevelopment agreement with Tollberg Homes, LLC, for the sale of 7303 62nd Avenue North (Improvement Project No. 1007) 5. Adjournment EDA Meeting Page 1 February 12, 2018 City of New Hope 4401 Xylon Avenue North New Hope, Minnesota 55428 EDA Minutes February 12, 2018 Regular Meeting City Hall CALL TO ORDER President Hemken called the meeting of the Economic Development Authority to order at 8:11 p.m. ROLL CALL Present: Absent: Kathi Hemken, President Andy Hoffe, Commissioner Eric Lammle, Commissioner Jonathan London, Commissioner John Elder, Commissioner Staff Present: Kirk McDonald, City Manager Aaron Chirpich, Community Development Specialist Tim Fournier, Police Chief Valerie Leone, City Clerk Chris Long, City Engineer Jeff Sargent, Director of Community Development Bernie Weber, Director of Public Works Stacy Woods, Assistant City Attorney APPROVAL OF MINUTES Item 3 Motion was made by Commissioner Hoffe, seconded by Commissioner London, to approve the minutes of January 8, 2018. All present voted in favor. Motion carried. IMP. PROJECT 973 Item 4 President Hemken introduced for discussion EDA Item 4, Resolution approving extension of deadline for construction of new home by Great Buy Homes, Inc. at 6065 Louisiana Avenue North (improvement project no. 973). Mr. Aaron Chirpich, community development specialist, explained approval of the resolution extends the deadline to Great Buy Homes for construction of 6065 Louisiana Avenue North to February 12, 2019. He stated the original contract stipulated a deadline of October 27, 2017, for construction of both lots at 6065 and 6067 Louisiana Avenue North. He stated due to the extended marketing period for the first home of 6067 Louisiana, the builder was financially unable to start construction of the second home. He reported the EDA considered the matter at the January 16 work session and supported granting the contract extension. He stated Great Buy Homes, Inc. will be responsible for attorney’s fees associated with processing the amendment. RESOLUTION 2018‐02 Item 4 Commissioner London introduced the following resolution and moved its adoption “RESOLUTION APPROVING EXTENSION OF DEADLINE FOR CONSTRUCTION OF NEW HOME BY GREAT BUY HOMES, INC. AT 6065 LOUISIANA AVENUE NORTH (IMPROVEMENT PROJECT NO. 973).” The motion for the adoption of the foregoing resolution was seconded by EDA Meeting Page 2 February 12, 2018 Commissioner Hoffe, and upon vote being taken thereon, the following voted in favor thereof: Hemken, Hoffe, Lammle, London; and the following voted against the same: None; Abstained: None; Absent: Elder; whereupon the resolution was declared duly passed and adopted, signed by the president which was attested to by the executive director. ADJOURNMENT Motion was made by Commissioner London, seconded by Commissioner Elder, to adjourn the meeting. All present voted in favor. Motion carried. The New Hope EDA adjourned at 8:15 p.m. Respectfully submitted, Valerie Leone, City Clerk I:\RFA\COMM DEV\Development\Housing\Sale of lot at 7303 62nd Avenue\RFA - Sale of Lot at 7303 62nd 3-12-18 Project 1007.docx Request for Action March 12, 2018 Approved by: Kirk McDonald, City Manager Originating Department: Community Development By: Aaron Chirpich, CD Specialist Agenda Title Resolution approving purchase and redevelopment agreement with Tollberg Homes, LLC, for the sale of 7303 62nd Avenue North (improvement project no. 1007). Requested Action Staff requests that the EDA approve a resolution approving the purchase and redevelopment agreement for the sale of the EDA-owned property located at 7303 62nd Avenue North. Policy/Past Practice Proposals for the redevelopment of EDA-owned scattered site lots are reviewed by the EDA prior to executing a contract with the preferred buyer/builder. Background Staff sent RFPs to 20 builders marketing the lot located at 7303 62nd Avenue. The non-negotiable sales price was set at $55,000. The EDA received proposals from the following builders: • Tollberg Homes, LLC • Great Buy Homes Inc. Staff reviewed the proposals with the city manager, and designated Tollberg Homes as the “preferred by staff” builder. However, staff would like to review the base characteristics and attributes of each proposed home to ensure that all proposals are considered by the EDA. The base criteria listed below were used by staff to assess each proposal. Tollberg Homes Overview • Split-entry home design over garden view basement • Above-average curb appeal • Mid-level trim package for the cabinets, flooring, doors, and fixtures • Master suite • Three-car garage • 2,244 finished square feet • Typical exterior finishes, vinyl siding with cultured stone accents • Anticipated sales price = $309,900 Great Buy Homes Overview • Split-entry home design over garden view basement • Above-average curb appeal • Mid-level trim package for cabinets, flooring, doors, and fixtures Agenda Section EDA Item Number 4 Request for Action, Page 2 • Master suite • Three-car garage • 2,039 finished square feet • Typical exterior finishes, vinyl siding with cultured stone accents • Anticipated sales price = $295,000 Experience with Recommended Builder The EDA has not previously sold a scattered site lot to Tollberg Homes. Tollberg Homes is a moderate sized builder/developer that has built several scattered site homes in the cities of Crystal, Coon Rapids, Anoka, and Columbia Heights. Community development staff from the city of Crystal gave a positive review of Tollberg Homes, and staff has no concerns working with the builder. Development Agreement and Next Steps Staff has worked with the city attorney and the buyer to draft a purchase and redevelopment agreement for the sale of the lot. The agreement ensures that the provisions set forth in the RFP will be met and sets the purchase price of the lot at $55,000. The agreement included in the attachments is considered complete by staff and the city attorney. However, some minor revisions may be necessary once fully reviewed by the buyer. Any substantial changes to the agreement would be brought to the EDA for approval. Once the agreement is fully executed, staff anticipates that the closing of the lot sale will take place in May, 2018. Recommendation Staff recommends that the EDA approve the resolution approving the purchase and redevelopment agreement for the sale of 7303 62nd Avenue North to Tollberg Homes, LLC. Attachments • Resolution • Draft Purchase and Redevelopment Agreement • Proposals CITY OF NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY EDA RESOLUTION NO. 18-___ RESOLUTION APPROVING PURCHASE AND REDEVELOPMENT AGREEMENT WITH TOLLBERG HOMES, LLC FOR THE SALE OF 7303 62ND AVENUE NORTH (IMPROVEMENT PROJECT 1007) BE IT RESOLVED by the Economic Development Authority in and for the City of New Hope (“EDA”) as follows: WHEREAS, the EDA purchased that certain real property located at 7303 62nd Avenue North, New Hope, MN, on November 8, 2017, with the intention of razing the existing house and all site improvements in preparation of the sale of the lot for the construction of a new single family home; and WHEREAS, in response to a Request for Proposal (“RFP”) sent by New Hope City staff to various builders, the City received an offer from Tollberg Homes, LLC, a Minnesota limited liability company (“Tollberg Homes”) regarding the sale and redevelopment of the real property lot located at 7303 62nd Avenue North, New Hope, MN, as legally described in Exhibit A (the “Property”). WHEREAS, the EDA arrived at an agreement with Tollberg Homes, to sell the Property for the purchase price of $55,000.00 upon all of the terms set forth in the RFP; and WHEREAS, the EDA has accepted Tollberg Homes’ offer and has presented a draft of the Purchase and Redevelopment Agreement to Tollberg Homes, for its review, a copy of which is attached hereto as Exhibit B (“Purchase and Redevelopment Agreement”) and incorporated herein by reference; and WHEREAS, it is in the best interest of the EDA to sell the Property to Tollberg Homes for the sum of $55,000.00, in order for Tollberg Homes to redevelop and build a new single family home on the Property in accordance with the City’s scattered site housing program and policy; and WHEREAS, the City staff is hereby seeking approval from the EDA of the Purchase and Redevelopment Agreement, subject to other terms relating to the closing on the sale of the Property. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of New Hope as follows: 1. That the above recitals are incorporated herein by reference. 2. That the sale of the Property by the EDA to Tollberg Homes, for the purchase price of $55,000.00, with other terms and conditions as set forth in the Purchase and Redevelopment Agreement attached hereto as Exhibit B, is approved subject to the review and approval by the City Attorney of the final language and exhibits to the Purchase and Redevelopment Agreement relating to the closing on the sale of the Property, it being in the best interest of the EDA to sell the Property for redevelopment and construction of a single-family home in accordance with the City’s scattered site housing program and policy. 3. The EDA shall use due diligence for selling the Property to Tollberg Homes, for the construction of a single-family home, so as to return the Property to the tax rolls for the benefit of all taxing jurisdictions. 4. The President, Executive Director and New Hope City staff are authorized and directed to sign all appropriate documents, and to take whatever additional actions are necessary or desirable, to complete the sale of the Property in accordance with the Purchase and Redevelopment Agreement. Dated the 12th day of March, 2018. ____________________________________ Kathi Hemken, President Attest: _____________________________ Kirk McDonald, Executive Director 1 PURCHASE AND REDEVELOPMENT AGREEMENT This Purchase and Redevelopment Agreement ("Agreement") is made by and between TOLLBERG HOMES, LLC, a Minnesota limited liability company (“Buyer”), and the ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, MINNESOTA, a public body corporate and politic created pursuant to the laws of the State of Minnesota ("Seller") effective February ____, 2018. In consideration of the covenants and agreements of the respective parties as hereinafter set forth, Seller shall sell and Buyer shall purchase the vacant parcel of real property located in the City of New Hope at the property address of 7303 62nd Avenue North, New Hope, Minnesota, and legally described in the attached Exhibit A (“the “Property”). 1. Purchase Price. The purchase price for the Property is Fifty-Five Thousand and No/100 Dollars ($55,000.00) (the “Purchase Price”), which Buyer shall pay as follows: an initial payment of Two Thousand and No/100 Dollars ($2,000.00) (the “Earnest Money”), which sum shall be paid to Seller upon Buyer and Seller’s execution of this Agreement and Fifty-Three Thousand and No/100 Dollars ($53,000.00) payable by wire, cashier’s check or cash on the “Date of Closing”, as that term is defined in paragraph 6 below. There are no items of personal property or fixtures included in this sale. 2. Title Conveyed. On the Date of Closing, Seller shall deliver a Quit Claim Deed (the "Deed") to Buyer conveying marketable title of record, free and clear of liens, encumbrances, assessments, and restrictions, except for the “Permitted Encumbrances” set forth on Exhibit B and the restrictive covenants referenced below in paragraph 4.b. 3. Representations of Seller. Seller represents and agrees as follows: a. Seller owns the Property and has the right to sell the same, and that there are no unrecorded contracts, leases, easements or other agreements or claims of any third party affecting the use, title, occupancy or development of the Property, there are no parties other than Seller in possession of any portion of the Property, and no person, firm or entity has any right of refusal, option or other right to acquire all or any part of the Property. b. Seller has not received any notice from any governmental authority concerning any eminent domain, condemnation, special taxing district, or rezoning proceedings. c. To the best of Seller’s knowledge without inquiry there are no septic systems or wells on the Property other than a well that was sealed by Seller as shown on the attached Exhibit C. d. Seller represents that it has the requisite power and authority to enter into and perform this Agreement and any Seller’s Closing Documents signed by it. 2 e. Seller is not a “foreign person,” “foreign partnership,” “foreign trust” or “foreign estate” as those terms are defined in Section 1445 of the Internal Revenue Code. f. To the best of Seller’s knowledge without inquiry, no above ground or underground tanks are located in or about the Property. g. Seller makes no other warranties as to the condition of the Property. Seller agrees that any breach of Seller’s foregoing representations shall be grounds for Buyer to terminate this Agreement. In the event of such termination, the Earnest Money shall be returned. Wherever herein a representation is made “to the best of Seller’s knowledge,” such representation is limited to the actual knowledge of the President and/or Executive Director of Seller. 4. Representations of Buyer. As an essential part of this Agreement and in order to induce Seller to enter into this Agreement and sell the Property, Buyer hereby represents to Seller: a. SUBJECT TO THE FOREGOING REPRESENTATIONS BY SELLER, BUYER HEREBY ACKNOWLEDGES THAT BUYER IS PURCHASING THE PROPERTY IN “AS IS” CONDITION AS TO THE USE OF THE PROPERTY. Buyer understands and agrees that the Purchase Price is the fair market value of the Property in its “AS IS” condition. Buyer acknowledges that they have inspected or have had the opportunity to inspect the Property and agree to accept the Property "AS IS." Buyer has the right, at its own expense to take soil samples for the purpose of determining if the soil is suitable for construction of the home described in paragraph 10 below. If the soil is determined to be unacceptable Buyer may rescind this Agreement by written notice to Seller, in which case the Agreement shall be null and void and all earnest money paid hereunder shall be refunded to Buyer. b. Buyer agrees the first sale of the home on the Property will be sold to owner- occupants. An “owner-occupant” shall be defined as an individual(s) that purchases the home from Buyer by warranty deed or a contract for deed and intending to reside in the home as a primary residence. To insure the intent of the parties that the home constructed on the Property is purchased by an owner- occupant, Buyer will record restrictive covenants and assessment agreement against the Property prohibiting the leasing of the home for a period of twelve (12) months after the sale of such home by Buyer to an owner-occupant of the home. The restrictive covenants and assessment agreement shall be substantially in the form of the documents attached hereto as Exhibits D and E, respectively. Further, the restrictive covenants and assessment agreement shall provide that the EDA may levy a $20,000.00 assessment on the Property prior to the sale if the lot is not being sold to an owner-occupant. The EDA shall release the Property from these restrictive covenants and assessment agreement upon the issuance of a certificate of occupancy for the construction of the home on the Property and upon the receipt by the EDA of an affidavit signed by Buyer and the owner- 3 occupants verifying owner-occupants’ intent to reside in the home as their primary residence in compliance with the restrictive covenants described herein in the form attached as Exhibit D. c. Within one (1) year of Closing, Buyer shall complete the construction of the single family home on the Property (the Improvements). The Improvements must be consistent with all building and zoning requirements and the restrictive covenants applicable to the Property. The representations set forth in this paragraph shall be incorporated into appropriate documents to be recorded against the Property (whether by declaration, restrictive covenants, or development agreement as hereinafter defined) subject to approval by Seller and Buyer as a condition of Closing. 5. Title Commitment and Policy. a. Seller shall deliver to Buyer a Commitment for an ALTA Form B owner's policy of title insurance (the “Commitment”) issued by Midland Title (“Title Company”) and covering title to the Property, in the amount of the Purchase Price. Buyer agrees to pay the costs associated with the preparation and issuance of the Commitment; Buyer shall pay the premium for the owner’s policy, if any, and the lender’s policy, if any, along with the price for any endorsements requested by Buyer or Buyer’s lender. b. Buyer shall have fifteen (15) days after receipt of the Commitment to review and approve the title to the Property and to object to any exception to title that is disclosed in the Commitment or which is otherwise discovered by Buyer. In the event that Buyer does not within such fifteen (15) day period give notice to Seller objecting to any such exceptions, then all such exceptions shall be deemed approved and shall be considered a part of the Permitted Encumbrances. If Buyer timely objects to an exception to title, then on or before the tenth (10) day following Buyer ’s notice of exception, Seller shall remove the exception or notify Buyer that Seller is unwilling or unable to remove the exception. Within five (5) days of any notice by Seller that Seller it is unable to remove an exception to title, Buyer may elect by notice to Seller to either: (i) terminate this Agreement, whereupon all of the Earnest Money shall be returned to Buyer and the parties shall be released from all further obligations hereunder except obligations under this Agreement which provide for continued exercise following the cancellation or other termination of this Agreement; or (ii) elect to have this Agreement remain in effect, in which event Buyer will be deemed to have approved the previously-cited exception and the same shall be considered part of the Permitted Encumbrances. 4 6. Closing. a. Closing shall occur on or before April 30, 2018 (the “Date of Closing” or “Closing”), unless both parties agree, in writing, to an earlier or later time. b. Closing shall occur at the office of the Title Company. c. Seller shall deliver at closing the following executed and acknowledged documents: (i) the Deed; (ii) affidavit(s) in industry-standard form(s) stating that possession of the Property is being delivered free of any mechanic's or statutory liens in connection with work performed prior to closing; Seller is not a foreign person or entity; and addressing such other matters as Buyer may reasonably require. 7. Payments/Prorations. At Closing, Seller shall pay the cost of recording any instrument (other than the Deed) necessary to place title in the condition required under this Agreement, State deed tax, and all special assessments levied, pending or constituting a lien against the Property as of the Date of Closing, including without limitation any installments of special assessments and interest payable with general real estate taxes in the year of closing. Seller will pay general real estate taxes payable in the year prior to the year of closing and all prior years. Buyer shall pay at Closing the cost of the owner’s policy or lender’s policy of title insurance (if any), sales tax (if any) resulting from the Closing, the fees required for recording the Deed, the Purchase and Redevelopment Agreement, the assessment agreement and restrictive covenants and all customary closing fees charged by the Title Company or other closing agent, if any, utilized to close the transaction contemplated by this Agreement. General real estate taxes payable in the year of closing shall be prorated by Seller and Buyer as of the closing date based upon a calendar year. Each party shall pay its own attorney’s fees. 8. Condemnation. If, prior to the Date of Closing, all or any part of the Property shall be condemned by governmental or other lawful authority, Buyer shall have the option of (a) completing the purchase contemplated by this Agreement, in which event all condemnation proceeds or claims thereof shall be assigned to Buyer, or (b) canceling this Agreement, in which event the Earnest Money shall be refunded and this Agreement shall be terminated with neither party having any rights against or obligations to the other except rights or obligations under this Agreement which provide for continued exercise following closing or cancellation or other termination of this Agreement, and Seller shall be entitled to any and all condemnation proceeds. 9. Construction of Home. Buyer agrees that it will construct a new single family home on the Property. This covenant shall survive the delivery of the Deed. 5 a. The single family home described in this paragraph is referred to as the "Minimum Improvements.” b. The Minimum Improvements shall consist of one new single family home, and shall be constructed substantially in accordance with the RFP Guidelines attached as Exhibit F and the proposal approved by Seller on February 26, 2018 attached as Exhibit G. c. Construction of the Minimum Improvements must be substantially completed within one (1) year following Closing. Construction will be considered substantially complete when the final certificate of occupancy has been issued by the City of New Hope building inspector. d. Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of Buyer to construct such Minimum Improvements (including the date for completion thereof), Seller will furnish Buyer with a Certificate of Completion for such improvements. Such certification by Seller shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in the Deed with respect to the obligations of Buyer and its successors and assigns, to construct the Minimum Improvements and the dates for completion thereof. The certificate provided for in this paragraph of this Agreement shall be in such form as will enable it to be recorded in the Hennepin County Recorder’s Office and other instruments pertaining to the Property. If Seller shall refuse or fail to provide any certification in accordance with the provisions of this paragraph, Seller shall, within thirty (30) days after written request by Buyer, provide Buyer with a written statement, indicating in adequate detail in what respects Buyer has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of Seller for Buyer to take or perform in order to obtain such certification. e. Buyer represents and agrees that until issuance of the Certificate of Completion for the Minimum Improvements: (i) Buyer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity (collectively, a “Transfer”), without the prior written approval of Seller. The term "Transfer" does not include encumbrances made or granted by way of security for, and only for, the purpose of obtaining 6 construction, interim or permanent financing necessary to enable Buyer or any successor in interest to the Property, or any part thereof, to construct the Minimum Improvements or component thereof. (ii) If Buyer seeks to effect a Transfer prior to issuance of the Certificate of Completion, Seller shall be entitled to require as conditions to such Transfer that: (1) any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of Seller, necessary and adequate to fulfill the obligations undertaken in this Agreement by Buyer as to the portion of the Property to be transferred; and (2) Any proposed transferee, by instrument in writing satisfactory to Seller and in form recordable in the public land records of Hennepin County, Minnesota, shall, for itself and its successors and assigns, and expressly for the benefit of Seller, have expressly assumed all of the obligations of Buyer under this Agreement as to the portion of the Property to be transferred and agreed to be subject to all the conditions and restrictions to which Buyer is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by Seller) deprive Seller of any rights or remedies or controls with respect to the Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit Seller of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Property that Seller would have had, had there been no such transfer or change. In the absence of specific written agreement by Seller to the contrary, no such transfer or approval by Seller thereof shall be deemed to relieve Buyer, or any other party bound in any way by this Agreement or otherwise with respect to the Property, from any of its obligations with respect thereto. (3) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the 7 Property governed by this subparagraph shall be in a form reasonably satisfactory to Seller. (iii) If the conditions described above are satisfied then the Transfer will be approved and Buyer shall be released from its obligation under this Agreement, as to the portion of the Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (iii) apply to all subsequent transferors. (iv) Upon issuance of the Certificate of Completion, Buyer may transfer or assign the Minimum Improvements and/or Buyer's rights and obligations under this Agreement with respect to such Property without the prior written consent of Seller. f. Buyer agrees that (a) it will use the Minimum Improvements as only a single family, owner-occupied home, (b) it will not seek exemption from real estate taxes on the Property under State law, and (c) it will not transfer or permit transfer of the Property to any entity whose ownership or operation of the property would result in the Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City of New Hope or Seller in accordance with this Agreement). The covenants in this paragraph run with the land, survive both delivery of the Deed and issuance of the Certificate of Completion for the Minimum Improvements, and shall remain in effect for at least 30 years after the Date of Closing. g. Buyer shall comply with all recommendations of the City Engineer. h. Buyer’s construction plans shall be approved by the City Building Official. 10. Revesting Title in Seller upon Happening of Event Subsequent to Conveyance to Buyer. In the event that subsequent to conveyance of the Property or any part thereof to Buyer and prior to receipt by Buyer of the Certificate of Completion of the Minimum Improvements, Buyer fails to carry out its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the completion thereof), or abandons or substantially suspends construction work, and any such failure, abandonment, or suspension shall not be cured, ended, or remedied within thirty (30) days after written demand from Seller to Buyer to do so, then Seller shall have the right to re-enter and take possession of the Property and to terminate (and revert in Seller) the estate conveyed by the Deed to Buyer, it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Property to Buyer shall be made upon, and that the Deed shall contain a condition subsequent to the effect that in the event of any default on the part of Buyer and failure on the part of Buyer to remedy, end, or abrogate such default within the period and in the manner stated in such subdivisions, Seller at its option may declare a termination in favor of Seller of the title, and of all the rights and interests in and to the Property conveyed to Buyer, and that such title and all rights and interests of Buyer, and any assigns or successors in interest to and in the Property, shall revert to Seller, but 8 only if the events stated in this paragraph have not been cured within the time periods provided above. Notwithstanding anything to the contrary contained in this paragraph, Seller shall have no right to reenter or retake title to and possession of a portion of the Property for which a Certificate of Completion has been issued. 11. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in Seller of title to and/or possession of the Property or any part thereof as provided in paragraph 10, Seller shall apply the Purchase Price paid by Buyer under paragraph 1 of this Agreement as follows: a. First, to reimburse Seller for all costs and expenses incurred by Seller, including but not limited to proportionate salaries of personnel, in connection with the recapture, management, and resale of the Property or part thereof (but less any income derived by Seller from the Property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charge during the period of ownership thereof by Seller, an amount, if paid, equal to such taxes, assessments, or charges (as determined by Seller assessing official) as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in Seller or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Buyer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Minimum Improvements or any part thereof on the Property or part thereof; and any amounts otherwise owing Seller by the Buyer and its successor or transferee; and b. Second, to reimburse Buyer for the balance of the Purchase Price remaining after the reimbursements specified in paragraph (a) above. Such reimbursement shall be paid to Buyer upon delivery of executed, recordable warranty deed to the Property by Buyer to Seller. 12. Notices. All notices required hereunder shall be in writing and shall be deemed to have been duly given and received (a) two (2) business days after depositing of the same in the mail if sent by regular, registered or certified mail, postage prepaid, to the party to whom directed, at such party's address herein set forth; or (b) upon delivery, or attempted delivery if delivered by overnight courier service or hand delivery. Any party shall have the right to designate any other address for notice purposes by written notice to the other party in the manner aforesaid. The addresses of the parties are as follows: 9 SELLER: Economic Development Authority in and for the City of New Hope Kirk McDonald, Executive Director 4401 Xylon Avenue North New Hope, MN 55428-4898 with copy to: Stacy A. Woods, New Hope Assistant City Attorney Jensen Sondrall Persellin & Woods, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 BUYER: Tollberg Homes, LLC 1428 5th Ave Anoka, MN 55304 with copy to: _______________________________ _______________________________ _______________________________ ________________________________ 13. No Broker Involved. Seller and Buyer represent and warrant to each other that there is no broker involved in this transaction with whom it has negotiated or to whom it has agreed to pay a broker commission. Buyer agrees to indemnify Seller for any and all claims for brokerage commissions or finders' fees in connection with negotiations for purchase of the Property arising out of any alleged agreement or commitment or negotiation by Buyer, and Seller agrees to indemnify Buyer for any and all claims for brokerage commissions or finders' fees in connection with negotiations for purchase of the Property arising out of any alleged agreement or commitment or negotiation by Seller. 14. Remedies. If Buyer defaults under this Agreement, Seller shall have the right to terminate this Agreement by giving written notice to Buyer as provided by law. If Buyer fails to cure such default as provided by law, this Agreement will terminate, and upon such termination Seller will retain the Earnest Money and neither party shall have any rights or obligations against the other except rights or obligations under this Agreement which provide for continued exercise following the cancellation or other termination of this Agreement. If Seller defaults under this Agreement, Buyer’s only remedy shall be to terminate the Agreement and recover the Earnest Money paid to Seller. Buyer shall not have any right to the remedy of specific performance 15. Assignment/Prohibition Against Transfer of Property. Buyer may not assign its rights and obligations hereunder without the prior written consent of Seller, which consent may be granted or withheld by Seller in its sole discretion. 16. Miscellaneous. This Agreement shall be governed by the laws of the State of Minnesota. No amendment of this Agreement shall be valid or binding unless executed by authorized representatives of both Seller and Buyer. The headings and captions of this Agreement are for the convenience of the parties only and shall not be looked to in the interpretation or enforcement of this Agreement. Seller and Buyer acknowledge and agree that each 10 has had opportunity to participate in the drafting of this Agreement and accordingly acknowledge and agree that this Agreement as a whole and each of is clauses are not to be interpreted in favor of or against either party. This Agreement may be signed in counterpart, with each copy of the Agreement binding upon the signing party at the time of signing and together which shall constitute a single document. 17. Survival. The Parties representations contained herein shall survive the delivery of the Deed. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the above date (“Effective Date”). SELLER: ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE By: ________________________________ Kathi Hemken Its: President Dated: February____, 2018 By: ________________________________ Kirk McDonald Its: Executive Director Dated: February____, 2018 BUYER: TOLLBERG HOMES, LLC By: ________________________________ Wade Tollefson Its: Chief Manager Dated: February____, 2018 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of February, 2018, by Kathi Hemken and Kirk McDonald, the President and Executive Director, respectively, of the Economic Development Authority in and for the City of New Hope, a public body corporate and politic created pursuant to the laws of the State of Minnesota. _______________________________ Notary Public 11 STATE OF MINNESOTA ) ) ss. COUNTY OF _______________ ) The foregoing instrument was acknowledged before me this ___ day of February, 2018, by Wade Tollefson, the Chief Manager of Tollberg Homes, LLC, a Minnesota limited liability company, on behalf of said limited liability company. _______________________________ Notary Public DRAFTED BY: Jensen Sondrall Persellin & Woods, P.A. 8525 Edinbrook Crossing, #201 Brooklyn Park, MN 55443 (763) 424-8811 12 Exhibit A Legal Description See attached. 13 Exhibit B Permitted Encumbrances 1. Restrictions, reservations, covenants and easements relating to use or improvement of the Property without effective forfeiture provisions of record on the Effective Date; 2. Building and zoning laws, ordinances, city, state and federal regulations; 3. Governmental regulations, if any, affecting the use and occupancy of the Property; 4. All rights in public highways upon the land; 5. Easements for public rights-of-way and public and private utilities, which do not interfere with present improvements; 6. Reservations to the State, in trust for the taxing districts concerned, of minerals and mineral rights in those portions of the Property the title to which may have at any time heretofore been forfeited to the State for nonpayment of real estate taxes. 7. The lien of unpaid special assessments, if any, not presently payable but to be paid as a part of the annual taxes to become due; 8. The lien of unpaid real estate taxes, if any, not presently payable but to be paid as part of the annual taxes to become due. 14 Exhibit C Well Sealing Certificate See attached. 15 Exhibit D Restrictive Covenants See attached. 16 Exhibit E Assessment Agreement See attached. 17 Exhibit F Request for Proposal (“RFP”) Guidelines See attached. 18 Exhibit G Buyer’s Proposed Plans See attached. P:\Attorney\SAS\1 Client Files\2 City of New Hope\99-11419 7303 62nd Ave. N\Purchase and Redevelopment Agreement 7303 62nd.docx