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HomeMy WebLinkAbout2018-05-29 PACKET 05.02. TO: Economic Development Authority FROM: Christine Costello, Economic Development Director DATE: May 23, 2018 RE: Purchase Agreement with Renewal by Andersen Background In March 2018, the City of Cottage Grove met with Renewal by Andersen (Renewal) to discuss the need for expansion of their parking at their facility located at 9900 Jamaica Avenue South. Renewal by Andersen has seen tremendous growth at their facility and has begun to out grow their location for both employee and semi-trailer parking for the shipping of their products. Renewal by Andersen has developed a short-term solution that includes locating some of their semi-trailers off site but this is not conducive to their business operations long term. An interior drive aisle located along the west property line currently serves both employee and semi-trailer traffic. This has become a conflict point and Renewal by Anderson wants to eliminate semi-trailer traffic in this area to prevent traffic conflicts. Again, the parking expansion only serves as a temporary solution but does not solve their long-term need for additional semi-trailer parking. Renewal plans to submit a permit for the expansion of their employee parking to add 53 additional stalls. Figure 1. Proposal by Renewal by Andersen to add 53 additional employee parking stalls (circled in red). Economic Development Authority May 23, 2018 Page 2 of 3 Discussion Right of First Refusal Renewal by Andersen is looking at the land located to the west of their property and south of LeafLine Labs for expansion. LeafLine Labs has a right of first refusal for the vacant property (approximately 17.6 acres) south of their facility. The right of first refusal allows LeafLine Labs the opportunity to match the proposed business terms of a party that has provided a written offer to purchase the land, in this case Renewal by Andersen. LeafLine was served with their right of first refusal letter on Friday, May thth 11 and had until Friday, May 25 to match the offer made by Renewal by Andersen. LeafLine did not respond to the offer made by Renewal by Andersen allowing Renewal by Andersen to purchase any or all of the 17.6 acres. Figure 2. Right of First Refusal Property – LeafLine Labs Purchase of Land Renewal by Andersen is interested at this time in purchasing 9.21 acres that is closest to their facility at cost of $3.00 per square foot (SF) for a total purchase price of $1,203,504. The purchase of this acreage adjacent to their facility, allows for a clean delineation in parcels and allows for a cul-de-sac to be installed for the future development of the remaining parcel (8.45 acres) that is south of LeafLine Labs if it is not purchased by Renewal by Andersen. The land is owned by WAG Farms Trust. Historically, all land in the Business Park has been sold to the EDA and then sold to the end user. This allows for cost recovery in terms of marketing spent to promote the site, costs associated with infrastructure improvements (i.e. roads and utilities) and funds for future development improvements (i.e. turn lanes, increase water capacity for business park, stormwater expansion etc.) The EDA will purchase land from WAG Farms Trust at the current price of $1.75/SF for a total of $702,044. The purchase agreement with WAG Farms Trust contains a right of first offer between the Cottage Grove Economic Development Authority (EDA) and WAG Farms Trust. This allows for a contractual obligation between the EDA and WAG Farms Trust to negotiate for the sale of the land between the two parties before offering the sale of the land to any other third party. This would be used in the future for the sale of the land to Renewal by Andersen if they desired to purchase the remaining 8.45 acres of land to the west of the parcel they are currently purchasing for expansion. Economic Development Authority May 23, 2018 Page 3 of 3 Figure 3. Land to be purchased by Renewal by Andersen (9.21 acres) and land that will contain right of first offer (8.45 acres). Renewal by Andersen would initially construct a parking lot that would accommodate parking for 40-50 semi-trailers. The trailers will access the parking area from the drive aisle on the west property line. The approximate nine-acre parcel would be combined and platted with Renewal by th Andersen’s existing parcel. The preliminary plat for the parcel will be on the May 29 Planning Commission with WAG Trust, Inc. dedicating the land for the Outlot B easement. The closing on the land is anticipated to happen in mid-June. The parking lot expansion will require a Conditional Use Permit (CUP) due to the outdoor storage of trailers that will be anticipated to come before the thth Planning Commission on June 25 and then City Council on July 18. The EDA is committed to business retention and expansion in the Business Park and Renewal by Andersen has been a great addition and employer in the community. Renewal by Andersen continues to look towards its future business growth and this opportunity to expand parking for semi-trailers may lead to future considerations of business expansion in our community. Recommendation Approve the resolution approving the purchase of property from WAG Farms Trust and Glendenning Farms, L.P. for development purposes Approve the resolution approving the sale of property to Renewal by Andersen LLC for development purposes Attachment Resolution Approving Purchase and Sale of Property Purchase Agreement between Cottage Grove EDA and WAG Farms Trust Purchase Agreement between Cottage Grove EDA and Renewal by Andersen, LLC COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY WASHINGTON COUNTY STATE OF MINNESOTA RESOLUTION NO. 2018-005 A RESOLUTION APPROVING THE PURCHASE OF PROPERTY FROM WAG FARMS INC. AND SALE OF PROPERTY TO RENEWAL BY ANDERSEN LLC FOR DEVELOPMENT PURPOSES Whereas, the Cottage Grove Economic Development Authority (“EDA”) desires to purchase and sell a portion of certain real property and have a right of first offer on a second portion of real property, together such property is legally described as Lot 1, Block 1, Glengrove Industrial th Park 6 Addition, according to the recorded plat thereof, Washington County, Minnesota (“Property”); and Whereas, the EDA, specifically desires to purchase 9.21 acres of the Property from WAG Farms, Inc. et. al. (“East Property”) for the purpose of development, and have a right of first offer on 8.45 acres of the Property from WAG Farms, Inc. et. al. (“West Property”); and Whereas, Renewal by Andersen LLC (“Developer”) desires to purchase the East Property for the purpose of undertaking a parking lot expansion of Developer’s existing business located at 9900 Jamaica Ave. S. and have a right of first offer to purchase the West Property for future expansion; and Whereas, Developer intends to use the East Property for parking and truck access, which will increase jobs and promote economic development; and Whereas, on May 29, 2018, the EDA held a public public hearing on the purchase of the East Property and West Property and the sale of the East Property and West Property and the EDA considered all of the information presented at the public hearing. NOW THEREFORE BE IT RESOLVED by the Board of Commissioners of the Cottage Grove Economic Development Authority as follows: 1. The purchase of East Property with an option to purchase the West Property from the WAG Farms, Inc., et. al. and sale of the East Property to the Developer with an option to purchase the West Property is in the public interest of the City and its people, furthers its general plan of economic development and furthers the aims and purposes of Minn. Stat. Sections 469.090 to 469.108; and the appropriate officials are authorized to take such action so as to effectuate such purchase and sale. 2. The plans and specifications for the development of the East Property are hereby approved. th Passed this 29 day of May, 2018. Myron Bailey, President Attest: Charlene Stevens, Executive Director PURCHASE AGREEMENT THIS PURCHASE AGREEMENT , 2018 the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, (referred ), and Glendenning Farms, L.P., a Minnesota limited partnership, and WAG Farms, Inc., a Minnesota corporation, and Joan Glendenning Kennedy Family Limited Partnership, a Minnesota Family Limited Partnership (collectively referred to hereinafter as the WAG RECITALS Recital No. 1. WAG is the owner of approximately 17.66 acres of unimproved real th property which real property represents a portion of Outlot B, Glengrove Industrial Park 6 Addition, located in Cottage Grove, Washington County, Minnesota, depicted as Parcel East and Parcel West on Exhibit A, attached hereto and incorporated herein by reference Recital No. 2. EDA desires to purchase the portion of the Property legally described and depicted on Exhibit B from , made up of approximately 9.21 acres and WAG desires to sell the same to EDA, all on the terms and conditions of this Agreement. Recital No. 3. EDA desires a Right of First Offer for the portion of the Property legally described and depicted on Exhibit C from WAG , made up of approximately 8.45 acres and WAG desires to grant a Right of First Offer to the same to EDA. NOW, THEREFORE, EDA and WAG agree as follows: 1. Sale. 1.1. Sale. Subject to the terms and provisions of this Agreement, WAG shall sell to EDA, and EDA shall purchase from WAG, Parcel East. 1.2. Purchase Price. The purchase price to be paid by EDA to WAG for the Property shall be One Dollar and 75/100 ($1.75) multiplied by 401,168 square feet, as determined by the Survey . There shall be no setoff to the Purchase Price for a loss of square footage of the Property caused by wetland dedication, easement or roadway dedication or the like which may cause a portion of the Property to become unusable for the Proposed Use as herein defined. The Purchase Price of Seven Hundred Two Thousand and Forty-Four and No/100 Dollars ($702,044.00) shall be paid on the Closing Date (as defined in Section 6), subject to those adjustments, prorations and credits described in this Agreement, in certified funds or by wire transfer pursuant to instructions from WAG. The Closing will occur at DCA Title, 7373 147th Street West, Apple Valley, , unless otherwise agreed to by the parties. 2. Available Surveys, Tests, and Reports. Within ten (10) days of the Effective Date, WAG shall cause to be delivered to EDA, (a) copies of any surveys, soil tests and environmental reports previously conducted on the Property and in the possession of WAG, and (b) copies of existing title work for the Property and in the possession of WAG (the ). WAG makes no representations or warranties regarding the accuracy of the Due Diligence Materials. 3. EDAs Investigations. For a period up to thirty calendar (30) days following the Effective Date, WAG shall allow EDA and EDAs agents or assigns access to the Property without charge and at all times for the purpose of EDAs investigation and testing of the Property, including EDAEDA shall not perform any invasive testing unless (a) WAG gives its prior written approval of EDA consultant that will perform the testing, which approval shall not be unreasonably withheld, conditioned or delayed, and (b) EDA gives WAG reasonable prior notice of such testing. WAG shall have the right to accompany EDA during any of EDAEDA shall provide to WAG copies of all third-party, non-confidential written test results and reports conducted as part of EDAEDA agrees to pay all of the costs and expenses associated with EDA result of EDAEDA Property caused by EDAs. EDA shall indemnify and hold WAG and the Property arising from EDA The indemnification obligations provided herein shall survive the termination or cancellation of this Agreement. 4. Insurance; Risk of Loss. WAG assumes all risk of destruction, loss or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, WAG shall immediately give EDA notice of such condemnation, taking or damage. After receipt of notice of such condemnation, taking or damage (from WAG or otherwise), EDA shall have the option (to be exercised in writing within thirty (30) days) either (a) to require WAG to (i) convey the Property at Closing (as defined in Section 6) to EDA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to EDA at Closing all of WAGs right, title and interest in and to any claims WAG may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to EDA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to WAG, whereupon this Agreement shall be terminated and thereafter neither party shall have any further obligations or liabilities to the other, except for such obligations as survive termination of this Agreement. If the right to terminate this Agreement is not exercised in writing within such thirty (30) day period, such right shall be deemed to have been waived. WAG shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without s prior written consent, which consent shall not be unreasonably withheld. 2 5. Contingencies. 5.1. s Contingencies. A. Unless waived by EDA in writing, s obligation to proceed to Closing shall be subject to (a) performance by WAG of its obligations hereunder, (b) the continued accuracy of WAGs representations and warranties provided in Section 9.1, and (c) s satisfaction, in s sole discretion, as to the contingencies described in this Section 5.1 within the time periods set forth below: (1) On or before thirty (30) days following the Effective Date, EDA shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of the Property and (b) all other inspections and due diligence regarding the Property, including any Due Diligence Materials. (2) On or before the Closing Date, EDA shall have determined the acceptability of the Property for use as parking lot and other uses related to applying for and obtaining any governmental permits and approvals for the Property for the Proposed Use shall be the responsibility of the EDA. (3) On or before thirty (30) days following the Effective Date, EDA shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in a form and substance satisfactory to EDA in s sole discretion, not disclosing any encumbrance not acceptable to EDA in s sole discretion (4) On or before the Closing Date, EDA shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in the form of the Approved Commitment, subject only to such changes in title as are Permitted Encumbrances or as are acceptable to EDA in s sole discretion. (5) On or before the Closing Date, WAG shall have obtained releases of the Property from any and all mortgages or other monetary liens affecting any of the Property. (6) On or before thirty (30) days following the Effective Date, EDA shall review and approve the books and records in WAGs possession, if any, including site plans, surveys, engineering or environmental reports associated with the Property. 3 (7) On or before thirty (30) days following the Effective Date, EDA shall review and approve the ALTA Survey of the Property. (8) On or before thirty (30) days following the Effective Date, EDA shall review and approve the Phase I Environmental Review of the Property. (9) On or before the Closing Date, Seller, at no cost to City shall th deed property legally described as Outlot B, Glengrove Industrial Park 7 Addition, depicted on Exhibit D, attached hereto and incorporated herein for use as a stormwater pond. The foregoing contingencies are for s sole and exclusive benefit and one (1) or more may be waived in writing by EDA in its sole discretion. WAG shall reasonably cooperate with s efforts to satisfy such contingencies, at no out of pocket cost to WAG or assumption of any obligation or liability by EDA. EDA shall bear all cost and expense of satisfying s contingencies. If any of the foregoing contingencies have not been satisfied on or before the applicable date, then this Agreement may be terminated, at s option, by written notice from EDA to WAG. Such written notice must be given on or before the applicable date, or s right to terminate this Agreement pursuant to this Section shall be waived. Upon termination, neither party shall have any further rights or obligations against the other regarding this Agreement or the Property, except for such obligations as survive termination of this Agreement. B. If EDA elects not to exercise any of the contingencies set out herein, such election may not be construed as limiting any representations or obligations of WAG set out in this Agreement, including without limitation any indemnity or representations with respect to environmental matters. 5.2 WAGs Contingencies. WAGs obligation to proceed to Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions: A. EDA shall have performed and satisfied all agreements, covenants and conditions required pursuant to this Agreement to be performed and satisfied by or prior to the Closing Date. B. All representations and warranties of EDA contained in this Agreement shall be accurate as of the Closing Date. WAG may in its sole discretion waive any of the conditions precedents set out in this Section. 4 6. Closing. The closing of the purchase and sale contemplated by this Agreement (the on or before July 31, 2018 WAG agrees to deliver legal and actual possession of the Property to EDA on the Closing Date. 6.1 WAGs Closing Documents and Deliveries. On the Closing Date, WAG shall execute and/or deliver, as applicable, to EDA the following: A. Warranty Deed. A warranty deed conveying title to the Property to EDA, free and clear of all encumbrances, except the Permitted Encumbrances B. Warranty Deed. A warranty deed conveying title to Outlot B to City, free and clear of all encumbrances, except the Permitted Encumbrances. C. FIRPTA Affidavit. An affidavit of WAG certifying that WAG is or Revenue Code of 1986, as amended. D. WAGs Affidavit. A standard owners affidavit (ALTA form) from WAG which may be reasonably required by Title to issue an owners policy of title insurance with respect to the Property with the so- deleted (excluding the survey exception). E. Settlement Statement. A settlement statement with respect to this transaction. F. General Deliveries. All other documents reasonably determined by Title to be necessary to transfer the Property to EDA and to evidence that WAG (a) has satisfied all monetary indebtedness with respect thereto, (b) has obtained such termination statements or releases from such secured creditors as may be necessary to ensure that the Property is subject to no monetary liens, (c) has obtained all consents from third parties necessary to effect WAGs performance of the terms of this Agreement, including, without limitation, the consents of all parties holding an interest in the Property, (d) has provided such other documents as are reasonably determined by Title to be necessary to issue policies of title insurance to EDA with respect to the Property with the so- the survey exception), and (e) has duly authorized the transactions contemplated hereby. 6.2. EDA Closing Documents and Deliveries. On the Closing Date, EDA shall execute and/or deliver, as applicable, to WAG the following: A. Payment of Purchase Price. The Purchase Price, in accordance with the terms of Section 1.2. 5 B. Settlement Statement. A settlement statement with respect to this transaction. C. FIRPTA Affidavit. An affidavit of EDA certifying that EDA is not ,, or 1445 of the Internal Revenue Code of 1986, as amended. D. General Deliveries. All other documents reasonably determined by Title to be necessary to evidence that EDA has duly authorized the transactions contemplated hereby and evidence the authority of EDA to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by EDA pursuant to this Agreement, or may be required of EDA under applicable law, including any purchasers affidavits or revenue or tax certificates or statements. 7. Prorations. WAG and EDA agree to the following prorations and allocation of costs regarding this Agreement: 7.1 Title Evidence, Survey and Closing Fee. EDA shall pay all costs of the Commitment with respect to the Property. EDA shall pay all cost of the Survey. EDA shall pay all premiums for any title insurance policy it desires with respect to the Property. EDA and WAG shall each pay one half (1/2) of any reasonable closing fee or charge imposed by Title. 7.2 Transfer Taxes. EDA shall pay all state deed tax regarding the Deed. 7.3 Recording Costs. EDA will pay all recording costs with respect to the recording of the Deeds. 7.4 Real Estate Taxes and Special Assessments. General real estate taxes applicable to any of the Property due and payable in the year of Closing shall be prorated between WAG and EDA on a daily basis as of 12:00 a.m. CT on the Closing Date based upon a calendar fiscal year, with WAG paying those allocable to the period prior to the Closing Date and EDA being responsible for those allocable to the Closing Date and subsequent thereto. WAG shall pay in full all special assessments (and charges in the nature of or in lieu of such assessments) levied, pending, postponed or deferred with respect to any of the Property as of the Closing Date. EDA shall be responsible for any special assessments that are levied or become pending against the Property after the Closing Date, including, without limitation, those related to s development of the Property. 7.5 Utilities. All utility expenses, including water, fuel, gas, electricity, sewer and other services furnished to or provided for the Property, if any, shall be prorated between WAG and EDA on a daily basis as of the Closing Date, with WAG paying those allocable to the period prior to the Closing Date and EDA being responsible for those allocable to the Closing Date and subsequent thereto. 6 7.6 Phase I Environmental Review. EDA shall pay all costs and expenses related to the Phase I Environmental Review of the Property. 7.7 Attorneys Fees. WAG and EDA shall each pay its own attorneys fees incurred in connection with this transaction. 7.8 Survival. The obligations set forth in this Section 7 survive the Closing. 8. Title Examination. (i) Within ten (10) days following the Effective Date, EDA shall, at expense, order a commitment for an owners title insurance policy (ALTA Form 2006) issued by Title for the Property, and copies of all encumbrances described in the within ten (10) days following the Effective Date, EDA shall order, at expense, an ALTA-certified survey bearing the legal description of the 8.1 s Objections. Within ten (10) days after EDAs receipt of the last of the Title Evidence, EDA may make written objections (Objections) to the form or content of the Title Evidence. The Objections may include without limitation, any easements, restrictions or other matters which may interfere with the Proposed Use of the Property or matters which may be revealed by the Survey. Any matters reflected on the Title Evidence which are not objected to by EDA within such time period or waived by EDA in accordance with Section 8.2(B) shall be deemed to be permitted encumbrances Notwithstanding the foregoing, the following items shall be deemed Permitted Encumbrances: (a) Covenants, conditions, restrictions (without effective forfeiture provisions) and declarations of record, if any; (b) Reservation of minerals or mineral rights by the State of Minnesota, if any; (c) Utility and drainage easements which do not interfere with the Proposed Use; and (d) Applicable laws, ordinances, and regulations. EDA shall have the renewed right to object to the Title Evidence as the same may be revised or endorsed from time to time. 8.2 WAGs Cure. WAG shall be allowed twenty (20) days after the receipt of s Objections to cure the same but shall have no obligation to do so. If such cure is not completed within said period, or if WAG elects not to cure such Objections, EDA shall have the option to do any of the following: A. Terminate this Agreement with respect to all of the Property. B. Waive one or more of its objections and proceed to Closing. If EDA so terminates this Agreement, neither WAG nor EDA shall be liable to the other for any further obligations under this Agreement (except for such obligations as survive termination of this Agreement). 7 9. Warranties and Representations. 9.1 By WAG. WAG warrants and represents the following to EDA, and acknowledges that EDA has relied on such representations and warranties in agreeing to enter into this Agreement: A. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of WAG enforceable in accordance with its terms. WAG has been duly formed under the laws of the State of Minnesota and is in good standing under the laws of the jurisdiction in which the Property is located, is duly qualified to transact business in the jurisdiction in which the Property is located, and has the requisite power and authority to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by WAG pursuant hereto. This Agreement and the documents and instruments required to be executed and delivered by WAG pursuant hereto have each been duly authorized by all necessary action on the part of WAG and such execution, delivery and performance does and will not conflict with or result in a violation of WAGs organizational agreement or any judgment or order. B. The execution, delivery and performance by WAG of this Agreement will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to WAG, or (b) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which WAG is a party or by which it or any of its properties may be bound. C. To WAGs knowledge, except as contemplated herein, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any other entity, is required on the part of WAG to authorize, or is required in connection with, the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, this Agreement, except for EDA obtaining all the Approvals (as defined below). D. To WAGs knowledge, there are no actions, suits or proceedings pending or threatened against or affecting WAG or any of its properties, before any court or arbitrator, or any governmental department, board, agency or other instrumentality which in any of the foregoing (a) challenges the legality, validity or enforceability of this Agreement, or (b) if determined adversely to WAG, would have a material adverse effect on the ability of WAG to perform its obligations under this Agreement. E. WAG has not received written notice, and has no knowledge, of (a) any pending or contemplated annexation or condemnation proceedings, or purchase in lieu of the same, affecting or which may affect all or any part of the Property, (b) 8 any proposed or pending proceeding to change or redefine the zoning classification of all or any part of the Property, (c) any proposed changes in any road patterns or grades which would adversely and materially affect access to the roads providing a means of ingress or egress to or from all or any part of the Property, or (d) any uncured violation of any legal requirement, restriction, condition, covenant or agreement affecting all or any part of the Property or the use, operation, maintenance or management of all or any part of the Property. F. To WAGs knowledge, there are no wells or sewage treatment systems located on any portion of the Property. To WAGs knowledge, there has been no methamphetamine production on or about any portion of the Property. To WAGs knowledge, the sewage generated by the Property, if any, goes to a facility permitted by the Minnesota Pollution Control Agency and there is no 115.55, Subd. 1(g)) located on the Property. G. WAG ,, trust,d in Section 1445 of the Internal Revenue Code. H. To WAGs knowledge, except as may be disclosed as part of the Due Diligence Materials, (i) no condition exists on the Property that may support a claim or cause of action under any Environmental Law (as defined below) and there are no Hazardous Substances (as defined below) on the Property, (ii) there has been no release, spill, leak or other contamination or otherwise onto the Property, and (iii) there are no restrictions, clean ups or remediation plans regarding the Property. To WAGs knowledge, except as may be disclosed as part of the Due Diligence Materials, there is no buried waste or debris on any portion of the Property. Compensation and Liability Act of 1980, 42 U.S.C. § 9601-9657, as amended, or any similar state law or local ordinance, (b) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., (c) the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., (d) the Clean Air Act, 42 U.S.C. § 7401, et seq., (e) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., (f) the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq., (g) any law or regulation governing aboveground or underground storage tanks, (h) any other federal, state, county, municipal, local or other statute, law, ordinance or regulation, including, without limitation, the Minnesota Environmental Response and Liability Act, Minn. Stat. § 115B.01, et seq., (i) all rules or regulations promulgated under any of the foregoing, and (j) any amendments of the foregoing. polychlorinated biphenyls, petroleum, including crude oil or any fraction thereof, petroleum products, heating oil, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, and shall include, without limitation, substances ,,, Environmental Law. 9 I. There are no leases or tenancies with respect to the Property. There are no unrecorded agreements or other contracts of any nature or type relating to, affecting or serving the Property. J. There will be no indebtedness attributable to the Property which will remain unpaid after the Closing Date. As used in this Agreement, the term to WAGs knowledge shall mean and refer to only the current actual knowledge of the designated representative of WAG and shall not be construed to refer to the knowledge of any other partner, officer, manager, member, director, agent, authorized person, employee or representative of WAG, or any affiliate of WAG, or to impose upon such designated representative any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such designated representative any individual personal liability. As used herein, the term designated representative shall refer to William G. Glendenning. The representations, warranties and other provisions of this Section 9.1 shall survive Closing; provided, however, WAG shall have no liability with respect to any breach of a particular representation or warranty if EDA shall fail to notify WAG in writing of such breach within two (2) years after the Closing Date, and provided further that WAG shall have no liability with respect to a breach of the representations and warranties set forth in this Agreement if EDA has actual knowledge of WAGs breach thereof prior to Closing and EDA consummates the acquisition of the Property as provided herein. EDA acknowledges and agrees that, except as expressly specified in this Section 9 of this Agreement, WAG has not made, and WAG hereby specifically disclaims, any representation, warranty or covenant of any kind, oral or written, expressed or implied, or rising by operation of law, with respect to the Property, including but not limited to, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, title, zoning, tax consequences, physical or environmental condition, utilities, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of any information provided by or on behalf of WAG to EDA, or any other matter or item regarding the Property. EDA agrees to accept the Property and acknowledges that the sale of the Property as provided for herein is made by WAG on an AS IS, WHERE IS, and WITH ALL FAULTS basis. EDA is an experienced purchaser of property such as the Property and EDA has made or will make its own independent investigation of the Property. The limitations set forth in this paragraph shall survive the Closing and shall not merge in the deed. 9.2 By EDA. EDA warrants and represents the following to WAG, and acknowledges that WAG has relied on such representations and warranties in agreeing to enter into this Agreement: A. EDA has all requisite authority to enter into this Agreement and to perform all of its obligations under this Agreement. 10 B. The execution, delivery and performance by EDA of this Agreement will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to EDA, (b) violate or contravene any provision of the articles of incorporation or bylaws of EDA, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which EDA is a party or by which it or any of its properties may be bound. The representations, warranties and other provisions of this Section 9.2 shall survive Closing; provided, however, EDA shall have no liability with respect to any breach of a particular representation or warranty if WAG shall fail to notify EDA in writing of such breach within two (2) years after the Closing Date. 10. Additional Obligations of WAG. 10.1 Licenses and Permits. WAG shall transfer to EDA all transferable rights, if any, in any permits or licenses held by WAG with respect to the Property. WAG shall execute all applicable transfer forms and applications to facilitate and effect any such transfer and to cooperate fully with EDA in its efforts to obtain all of the necessary licenses and permits for the Proposed Use, at no out-of-pocket cost to WAG, or the assumption of any obligations or liabilities by WAG. 10.2 Condition of Property at Closing. Prior to Closing, the Property shall be operated in the ordinary course consistent with previous practice. On the Closing Date, WAG shall deliver to EDA exclusive vacant possession of the Property, free and clear of any personal property, surface waste and surface debris of any kind. On or before the Closing Date, WAG shall remove all trash and personal property from the Property. WAG agrees that EDA may dispose of any trash or personal property remaining on the Property as of the Closing Date in s sole discretion and WAG agrees to pay for all costs and expenses incurred by EDA with respect to the transport and/or disposal of the personal property within ten (10) days after receipt of an invoice from EDA. 10.3 Further Assurances. From and after the Closing Date, WAG agrees to execute, acknowledge and deliver to EDA such other documents or instruments of transfer or conveyance as may be reasonably required to carry out its obligations pursuant to this Agreement. 10.4 Non-Assumption of Contracts or Other Obligations. The parties understand and agree that EDA is only acquiring certain of WAGs real property assets and that this Agreement and any related agreements shall not be construed to be in any manner whatsoever an assumption by EDA of any agreements, indebtedness, obligations or liabilities of WAG which are owing with respect to the operation of the Property prior to the Closing Date. 11 10.5 Mortgages. On or before the Closing Date, WAG shall satisfy all mortgage and/or lien indebtedness with respect to all or any portion of the Property and shall obtain recordable releases of the Property from any and all such mortgages or other liens affecting all or any portion of the Property. 10.6 Approvals. EDA or Developer may elect to seek certain approvals in order for EDA to develop the Property for the Proposed Use, including rezoning the Property or receipt of a conditional use permit WAG, at no out-of-pocket cost to WAG, or the assumption of any obligations or liabilities by WAG, will reasonably cooperate with s efforts to obtain the Approvals at or prior to Closing. WAG hereby grants EDA and Developer the right to file and prosecute applications and petitions for the Approvals and any special use permits and variances desired by EDA; provided, however, any special use permits or variances shall (a) be contingent on the occurrence of the Closing and shall not be binding upon WAG or the Property unless and until the Closing occurs, or (b) be approved in writing in advance by WAG. WAG, at no out-of- pocket cost to WAG, or the assumption of any obligations or liabilities by WAG, agrees to cooperate with EDA in the filing and prosecution of such applications and petitions, including the filing of the same in WAGs name, if required. 11. Commissions. Each party represents that all negotiations on its behalf relative to this Agreement and the transactions contemplated by this Agreement have been carried on directly between the parties, without the intervention of any party as broker, finder or otherwise, and that there are no claims for brokerage commissions or finders fees in connection with the execution of this Agreement. 12. Notice. Any notice to be given by one party hereto shall be personally delivered (including messenger delivery) or be sent by registered or certified mail, or by a nationally recognized overnight courier which issues a receipt, in each case postage prepaid, to the other party at the addresses in this Section (or to such other address as may be designated by notice given pursuant to this Section), and shall be deemed given upon personal delivery, three (3) days after the date postmarked or one (1) business day after delivery to such overnight courier. If to EDA: Cottage Grove Economic Development Authority 12800 Ravine Parkway South Cottage Grove MN 55016 Attn: Charlene Stevens, EDA Executive Director with a copy to: Korine L. Land LeVander, Gillen & Miller, P.A. 633 South Concord Street, Suite 400 South St. Paul, MN 55075 If to WAG: Joan Glendenning Kennedy Family Limited Partnership 7437 Queensland Lane North Maple Grove, MN. 55311-3799 12 Attn: William S. Kennedy, Jr. with copy to: Glendenning Farms, L.P. and WAG Farms, Inc. 1941 Ford Parkway #304 St. Paul, MN 55116 Attn: Gordon Glendenning 14. Default; Remedies. If either WAG or EDA fails to perform any of its obligations under this Agreement in accordance with its terms, and such failing party does not cure such failure within thirty (30) days after written notice thereof from the other party (provided that no notice or cure period shall be required for obligations to be performed at Closing), then the other party shall have the right to terminate this Agreement by giving the failing party written notice of such election. In the case of any default by EDA, WAGs sole and exclusive remedies shall be (i) termination of this Agreement as provided above and, upon any such termination, final liquidated damages shall be forfeited to WAG. In the case of any default by WAG, s sole and exclusive remedies shall be (i) specifically enforce this Agreement, or (ii) terminate this Agreement, in which case final liquidated damages shall be returned to EDA. In no event shall EDA be entitled to record a notice of Lis Pendens against the Property, unless EDA is pursuing specific performance of this Agreement. In any action or proceeding to enforce this Agreement or any term hereof, the prevailing party shall be entitled to recover its reasonable costs and attorneys fees. 15. Cumulative Rights. No right or remedy conferred or reserved to WAG or EDA is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative in and in addition to every other right or remedy existing at law, in equity or by statute, now or hereafter. 16. Entire Agreement; Modification. This written Agreement constitutes the complete agreement between the parties with respect to this transaction and supersedes any prior oral or written agreements between the parties regarding this transaction. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in writing executed by the parties. 17. Binding Effect; Survival. This Agreement binds and benefits the parties and their respective successors and assigns. All representations and warranties, and indemnification obligations of the parties hereto shall survive the Closing. 18. s Assignment. EDA may assign this Agreement without the prior written consent of the WAG (but with written notice to WAG). No assignment shall relieve EDA from its obligations under this Agreement. 19. Governing Law. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 13 20. Counterparts; Facsimiles. This Agreement may be executed in any number of counterparts, and all of the signatures to this Agreement taken together shall constitute one and the same agreement, and any of the parties hereto may execute such agreement by signing any such signatures on this Agreement shall be treated as originals until the actual original signatures are obtained. 21. Represented by Counsel. Each party has been represented and advised by counsel in the transaction contemplated hereby. 22. Time of the Essence. Time is of the essence of this Agreement. 23. Right of First Offer for Parcel West. The parties hereto acknowledge, understand and agree that WAG hereby grants the EDA a Right of First Offer on the adjacent 8.45 acre parcel, legally described on Exhibit C, shown as Parcel West on Exhibit B Parcel West 23.1 WAG Under the Right of First Offer, WAG is obligated to notify the EDA of any offer to purchase Parcel West from a third-party that WAG is prepared to accept, prior to accepting, and the EDA shall have fifteen (15) days after receipt thereof to notify WAG if the EDA desires to exercise its Right of First Offer and purchase Parcel West on such terms and conditions proposed by the third-party buyer. The EDA can a signed purchase offer containing all of the same terms as this Agreement between the parties that will govern sale of Parcel West including the same $1.75 per square foot purchase price. If the EDA elects to purchase Parcel West, the sale shall be consummated within one hundred eighty days (180) days after the EDA has given such written notice. 23.2 Pursuant to a Purchase Agreement between the EDA and Developer dated June 6, 2018, upon receipt of the offer to purchase Parcel West from WAG under this Section 23, the EDA is obligated to immediately notify Developer of the offer and provide Developer the option to purchase Parcel West from the EDA upon completion of the sale by WAG. Developer shall have ten (10) days to notify the EDA whether or not Developer desires to purchase Parcel West from EDA on such terms and conditions proposed by the EDA. In the event that Developer elects not to purchase Parcel West from the EDA, Developer will execute a cancellation of its option to purchase Parcel West, terminating any interest Developer may have in Parcel West pursuant to its Purchase Agreement or otherwise. The EDA may still elect to purchase Parcel West on such terms and conditions proposed by the WAG. If, as a result of the process set forth above, the EDA has not elected to purchase Parcel West, then WAG shall have the right to sell Parcel West to another party provided, however, the sale to the other party must be on substantially similar terms and conditions as stated in the offer and the sale to the other party must be consummated within one hundred eighty (180) days after the written offer to the EDA by WAG. If a sale to the other party is not so consummated upon such terms and within such time, then WAG must again 14 follow the provisions of this Section 23 in order to have the right to sell Parcel West to another party. This Section 23 shall survive Closing and be valid until June 6, 2023. \[Remainder of page intentionally blank\] 15 IN AGREEMENT, the parties hereto have hereunto set their hands as of the date hereinbefore first written. COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By ________________________________ Myron Bailey Its President By ________________________________ Charlene R. Stevens Its Executive Director 16 WAG FARMS, INC. By:__________________________________ William G. Glendenning Its: President GLENDENNING FARMS, L.P. By:__________________________________ William G. Glendenning Its: General Partner 17 JOAN GLENDENNING KENNEDY FAMILY LIMITED PARTNERSHIP By:____________________________ William S. Kennedy, Jr. Its: General Partner 18 EXHIBIT A PARCEL EAST AND PARCEL WEST A-1 EXHIBIT B PARCEL EAST B-1 EXHIBIT C PARCEL WEST C-1 EXHIBIT D TH GLENGROVE INDUSTRIAL PARK 7 ADDITION PLAT D-1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT , 2018 the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, (, and Renewal by Andersen LLC Renewal. RECITALS Recital No. 1. Glendenning Farms, L.P., WAG Farms, Inc. and Joan Glendenning Kennedy Family Limited Partnership owners of approximately approximately 17.66 acres of unimproved real property which real property represents a portion th of Outlot B, Glengrove Industrial Park 6 Addition, located in Cottage Grove, Washington County, Minnesota depicted on Exhibit A as Parcels East and West (collectively, ). Recital No. 2. EDA desires to purchase the portion of the Property identified as Parcel East and legally described on Exhibit B from Owner and sell the same to Renewal on the terms and conditions of this Agreement. Recital No. 3. EDA desires to obtain a Right of First Offer from Owner on the portion of the Property identified as Parcel West and legally described on Exhibit C so that Renewal may have an option to purchase Parcel West from EDA. Recital No. 4. Renewal desires to purchase Parcel East from EDA and have an option to buy Parcel West at some future date. NOW, THEREFORE, Renewal and EDA agree as follows: 1. Sale. 1.1. Sale. Subject to the terms and provisions of this Agreement, EDA shall sell Parcel East to Renewal, and Renewal shall purchase same from EDA. 1.2. Purchase Price. The purchase price to be paid by Renewal to EDA for Parcel East shall be Three Dollars and 00/100 ($3.00) multiplied by 401,168 square feet as The Purchase Price of One Million Two Hundred Three Thousand Five Hundred and Four 00/100s Dollars ($1,203,504.00) shall be payable as follows: (a) Twenty-Five Thousand and No/100 Dollars ($25,000.00), as earnest money, to be paid within three (3) business days following the Effective Date to Closing Date (as defined in Section 6) subject to those adjustments, prorations and credits described in this Agreement, in certified funds or by wire transfer pursuant to instructions from EDA. 2. Available Surveys, Tests, and Reports. Within ten (10) days of the Effective Date, EDA shall cause to be delivered to Renewal, (a) copies of any surveys, soil tests, environmental reports, and any other studies and/or site analyses previously conducted on the Property and in the possession of EDA, and (b) copies of existing title work for the Property and in the possession of EDA (the ). EDA makes no representations or warranties regarding the accuracy of the Due Diligence Materials. If Buyer so requests, Seller shall request the preparers of any such surveys, soil tests, environmental reports, and any other studies and/or site analyses to re-issue or re-certify the same for the direct benefit of Buyer, at in the first instance, but Seller makes no representation as to whether any such reissuance or recertification will be available. 3. s Investigations. For a period up to the Closing Date following the Effective Date, EDA shall allow Renewal and s agents access to the Property without charge and at all times for the purpose of s investigation and testing of the Property, however, Renewal shall not perform any invasive testing unless (a) EDA gives its prior written approval of Renewal unreasonably withheld, conditioned or delayed, and (b) Renewal gives EDA reasonable prior notice of such testing. EDA shall have the right to accompany Renewal during any of Renewal Investigations of the Property. Renewal shall provide to EDA copies of all third-party, non- confidential written test results and reports conducted as part of Renewal Renewal agrees to pay all of the costs and expenses associated with Renewal cause to be released any lien on the Property arising as a result of Renewal repair and restore, at RenewalRenewal Investigations. Renewal shall indemnify and hold EDA and the Property harmless from all costs Renewal Investigations. The indemnification obligations provided herein shall survive the termination or cancellation of this Agreement. Within thirty (30) days from the Effective Date, EDA shall, at EDARenewal with a Phase I Environmental Review of the Property dated within sixty (60) days of the Effective Date completed by a contractor selected by EDA, in EDA sole discretion. 4. Insurance; Risk of Loss. EDA assumes all risk of destruction, loss or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, EDA shall immediately give Renewal notice of such condemnation, taking or damage. After receipt of notice of such condemnation, taking or damage (from EDA or otherwise), Renewal shall have the option (to be exercised in writing within thirty (30) days) either (a) to require EDA to (i) convey the Property at Closing (as defined in Section 6) to Renewal in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement without reduction of the Purchase Price, (ii) assign to Renewal at Closing all of s right, title and interest in and to any claims EDA may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, 2 and (iii) pay to Renewal at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to EDA, whereupon this Agreement shall be terminated, the Earnest Money shall be refunded to Renewal and thereafter neither party shall have any further obligations or liabilities to the other, except for such obligations as survive termination of this Agreement. If the right to terminate this Agreement is not exercised in writing within such thirty (30) day period, such right shall be deemed to have been waived. EDA shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without s prior written consent, which consent shall not be unreasonably withheld. 5. Contingencies. 5.1. s Contingencies. A. Unless waived by Renewal in writing, s obligation to proceed to Closing shall be subject to (a) performance by EDA of its obligations hereunder, (b) the continued accuracy of s representations and warranties provided in Section 9.1, and (c) s satisfaction, in s sole discretion, as to the contingencies described in this Section 5.1 within the time periods set forth below: (1) On or before the Closing Date, Renewal shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of Parcel East and (b) all other inspections and due diligence regarding Parcel East, including any Due Diligence Materials. (2) On or before the Closing Date, Renewal shall have determined the acceptability of Parcel East for its use (collectively, the obtaining any governmental permits and approvals for Parcel East for the Proposed Use shall be the responsibility of the Renewal, with the exception of the re-plat. (3) On or before the Closing Date, Renewal shall have received from Title an irrevocable commitment to issue a title insurance policy for Parcel East in a form and substance satisfactory to Renewal in s sole discretion, not disclosing any encumbrance not acceptable to Renewal in s sole discretion (4) On or before the Closing Date, EDA shall have obtained releases of the Parcel East from any and all mortgages or other monetary liens affecting any of the Property. 3 (5) On or before the Closing Date, Renewal shall review and approve the books and records in s possession, if any, including site plans, surveys, engineering or environmental reports associated with Parcel East. (6) On or before the Closing Date, Renewal shall secure financing purpose of acquiring and constructing the Proposed Use. (7) On or before the Closing Date, Renewal shall review and approve the ALTA Survey of the Parcel East. (8) On or before the Closing Date, Renewal shall review and approve the Phase I Environmental Review of Parcel East. (9) On or before the Closing Date, Renewal shall obtain . (10) On or before the Closing Date, Renewal shall approve the forms of all closing documents, including the agreement with the City of Cottage Grove containing the covenants in Section 24 hereof. The foregoing contingencies are for s sole and exclusive benefit and one (1) or more may be waived in writing by Renewal in its sole discretion. EDA shall reasonably cooperate with s efforts to satisfy such contingencies, at no out of pocket cost to EDA or assumption of any obligation or liability by Renewal. Renewal shall bear all cost and expense of satisfying s contingencies. If any of the foregoing contingencies have not been satisfied on or before the applicable date, then this Agreement may be terminated, at s option, by written notice from Renewal to EDA. Such written notice must be given on or before the applicable date, or s right to terminate this Agreement pursuant to this Section shall be waived. If Renewal terminates this Agreement pursuant to this Section, the Earnest Money shall immediately be refunded to Renewal. Upon termination, neither party shall have any further rights or obligations against the other regarding this Agreement or the Property, except for such obligations as survive termination of this Agreement. B. If Renewal elects not to exercise any of the contingencies set out herein, such election may not be construed as limiting any representations or obligations of EDA set out in this Agreement, including without limitation any indemnity or representations with respect to environmental matters. 5.2 s Contingencies. EDAs obligation to proceed to Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions: 4 A. EDA shall have acquired Parcel East from Owner, and the EDA agrees to use its best efforts to effectuate such transaction. B. Renewal shall have performed and satisfied all agreements, covenants and conditions required pursuant to this Agreement to be performed and satisfied by or prior to the Closing Date. C. All representations and warranties of Renewal contained in this Agreement shall be accurate as of the Closing Date. EDA may in its sole discretion waive any of the conditions precedents set out in this Section. 6. Closing. The closing of the purchase and sale contemplated by this Agreement (the or before July 31, 2018 EDA agrees to deliver legal and actual possession of Parcel East to Renewal on the Closing Date. 6.1 s Closing Documents and Deliveries. On the Closing Date, EDA shall execute and/or deliver, as applicable, to Renewal the following: A. Warranty Deed. A warranty deed conveying title to Parcel East to Renewal, free and clear of all encumbrances, except the Permitted Encumbrances B. City Agreement. EDA shall cause City shall enter into an C. Recertification of Representations and Warranties. EDA shall provide Renewal with a certificate recertifying that the representations and warranties set forth in Section 9 of this Agreement are true and correct as of the Closing Date. D. FIRPTA Affidavit. An affidavit of EDA certifying that EDA is not s those terms are defined in Section 1445 of the Internal Revenue Code of 1986, as amended. E. s Affidavit. A standard owners affidavit (ALTA form) from EDA which may be reasonably required by Title to issue an owners policy of title insurance with respect to Parcel East with the so- deleted. F. Settlement Statement. A settlement statement with respect to this transaction. 5 G. Copies of Resolutions. EDA shall provide Renewal with copies of the resolutions for the various EDA and/or City public meetings showing the EDA and/or various City commissions and/or councils have approved this transaction, . H. General Deliveries. All other documents reasonably determined by Title to be necessary to transfer Parcel East to Renewal and to evidence that EDA (a) has satisfied all monetary indebtedness with respect thereto, (b) has obtained such termination statements or releases from such secured creditors as may be necessary to ensure that Parcel East is subject to no monetary liens, (c) has obtained all consents from third parties necessary to effect s performance of the terms of this Agreement, including, without limitation, the consents of all parties holding an interest in Parcel East, (d) has provided such other documents as are reasonably determined by Title to be necessary to issue policies of title insurance to Renewal with respect to Parcel East with the so-called , and (e) has duly authorized the transactions contemplated hereby. 6.2. Renewal Closing Documents and Deliveries. On the Closing Date, Renewal shall execute and/or deliver, as applicable, to EDA the following: A. Payment of Purchase Price. The Purchase Price, in accordance with the terms of Section 1.2. B. City Agreement. Owner shall execute and deliver the City Agreement. C. Settlement Statement. A settlement statement with respect to this transaction. D. FIRPTA Affidavit. An affidavit of Renewal certifying that Renewal ,, Internal Revenue Code of 1986, as amended. E. Evidence of Authority. Renewal shall provide EDA with copies of the resolutions showing Renewal has met with necessary requirements to acquire the Property in accordance with this Agreement together with such proceedings, instruments and documents as may be reasonably required Title as a condition precedent to issuing the Title Policy in Renewal F. General Deliveries. All other documents reasonably determined by Title to be necessary to evidence that Renewal has duly authorized the transactions contemplated hereby and evidence the authority of Renewal to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by Renewal pursuant to this Agreement, or may be required of 6 Renewal under applicable law, including any purchasers affidavits or revenue or tax certificates or statements. 7. Prorations. EDA and Renewal agree to the following prorations and allocation of costs regarding this Agreement: 7.1 Title Evidence, Survey and Closing Fee. EDA shall pay all costs of the Commitment with respect to Parcel East. EDA shall pay all costs of the Survey and re- platting of the Property. Renewal shall pay all premiums for any title insurance policy it desires with respect to Parcel East. Renewal and EDA shall each pay one half (1/2) of any reasonable closing fee or charge imposed by Title. 7.2 Transfer Taxes. EDA shall pay all state deed tax regarding the Deed. 7.3 Recording Costs. Renewal will pay all recording costs with respect to the recording of the Deed and for the recording of the mortgage, if any, and any mortgage registration tax, if any. 7.4 Real Estate Taxes and Special Assessments. General real estate taxes applicable to any of Parcel East due and payable in the year of Closing shall be prorated between EDA and Renewal on a daily basis as of 12:00 a.m. CT on the Closing Date based upon a calendar fiscal year, with EDA paying those allocable to the period prior to the Closing Date and Renewal being responsible for those allocable to the Closing Date and subsequent thereto. EDA shall pay in full all special assessments (and charges in the nature of or in lieu of such assessments) levied, pending, postponed or deferred with respect to any of the Property as of the Closing Date. Renewal shall be responsible for any special assessments that are levied or become pending against Parcel East after the Closing Date, including, without limitation, those related to Renewals development of the Parcel East. 7.5 Utilities. All utility expenses, including water, fuel, gas, electricity, sewer and other services furnished to or provided for Parcel East, if any, shall be prorated between EDA and Renewal on a daily basis as of the Closing Date, with EDA paying those allocable to the period prior to the Closing Date and Renewal being responsible for those allocable to the Closing Date and subsequent thereto. 7.6 Phase I Environmental Review. EDA shall pay all costs and expenses related to the Phase I Environmental Review of Parcel East. 7.7 Attorneys Fees. EDA and Renewal shall each pay its own attorneys fees incurred in connection with this transaction. 7.8 Survival. The obligations set forth in this Section 7 survive the Closing. 8. Title Examination. (i) Within seven (7) days following the Effective Date, EDA provide a commitment dated within sixty (60) days of the Effective Date 2006) issued by Title for Parcel East, and copies 7 (ii) within fifteen (15) n ALTA-certified survey bearing the legal description of the Property, and showing the area, dimensions and location of the Property and the matters shown in the Commitment 8.1 Renewals Objections. Within ten (10) days after s receipt of the last of the Title Evidence, Renewal may make written objections (Objections) to the form or content of the Title Evidence. The Objections may include without limitation, any easements, restrictions or other matters which may interfere with the Proposed Use of the Property or matters which may be revealed by the Survey. Any matters reflected on the Title Evidence which are not objected to by Renewal within such time period or waived by Renewal in accordance with Section 8.2(B) shall be deemed to be permitted items shall be deemed Permitted Encumbrances: (a) Covenants, conditions, restrictions (without effective forfeiture provisions) and declarations of record which do not interfere with the Proposed Use, if any; (b) Reservation of minerals or mineral rights by the State of Minnesota, if any; (c) Utility and drainage easements which do not interfere with the Proposed Use; and (d) Applicable laws, ordinances, and regulations. Renewal shall have the renewed right to object to the Title Evidence as the same may be revised or endorsed from time to time. 8.2 s Cure. EDA shall be allowed twenty (20) days after the receipt of s Objections to cure the same but shall have no obligation to do so. If such cure is not completed within said period, or if EDA elects not to cure such Objections, Renewal shall have the option to do any of the following: A. Terminate this Agreement with respect to all of the Property. B. Waive one or more of its objections and proceed to Closing. If Renewal so terminates this Agreement, neither EDA nor Renewal shall be liable to the other for any further obligations under this Agreement (except for such obligations as survive termination of this Agreement) and the Earnest Money shall be refunded to Renewal. 9. Warranties and Representations. 9.1 By EDA. EDA warrants and represents the following to Renewal, and acknowledges that Renewal has relied on such representations and warranties in agreeing to enter into this Agreement: A. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of EDA enforceable in accordance with its terms. EDA has been duly formed under the laws of the State of Minnesota and is in good standing under the laws of the jurisdiction in which the 8 Property is located, is duly qualified to transact business in the jurisdiction in which the Property is located, and has the requisite power and authority to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by EDA pursuant hereto. This Agreement and the documents and instruments required to be executed and delivered by EDA pursuant hereto have each been duly authorized by all necessary action on the part of EDA and such execution, delivery and performance does and will not conflict with or result in a violation of s organizational agreement or any judgment or order. B. The execution, delivery and performance by EDA of this Agreement will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to EDA, or (b) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which EDA is a party or by which it or any of its properties may be bound. C. To s knowledge, except as contemplated herein, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any other entity, is required on the part of EDA to authorize, or is required in connection with, the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, this Agreement, except for Renewal obtaining all the Approvals (as defined below). D. To s knowledge, there are no actions, suits or proceedings pending or threatened against or affecting EDA or any of its properties, before any court or arbitrator, or any governmental department, board, agency or other instrumentality which in any of the foregoing (a) challenges the legality, validity or enforceability of this Agreement, or (b) if determined adversely to EDA, would have a material adverse effect on the ability of EDA to perform its obligations under this Agreement. E. EDA has not received written notice, and has no knowledge, of (a) any pending or contemplated annexation or condemnation proceedings, or purchase in lieu of the same, affecting or which may affect all or any part of the Property, (b) any proposed or pending proceeding to change or redefine the zoning classification of all or any part of the Property, (c) any proposed changes in any road patterns or grades which would adversely and materially affect access to the roads providing a means of ingress or egress to or from all or any part of the Property, or (d) any uncured violation of any legal requirement, restriction, condition, covenant or agreement affecting all or any part of the Property or the use, operation, maintenance or management of all or any part of the Property. F. To s knowledge, there are no wells or sewage treatment systems located on any portion of the Property. To s knowledge, there has 9 been no methamphetamine production on or about any portion of the Property. To s knowledge, the sewage generated by the Property, if any, goes to a facility 115.55, Subd. 1(g)) located on the Property. G. EDA ,ation, trust, 1445 of the Internal Revenue Code. H. To s knowledge, except as may be disclosed as part of the Due Diligence Materials, (i) no condition exists on Parcel East that may support a claim or cause of action under any Environmental Law (as defined below) and there are no Hazardous Substances (as defined below) on Parcel East, (ii) there has been no release, spill, leak or other contamination or otherwise onto Parcel East, and (iii) there are no restrictions, clean ups or remediation plans regarding Parcel East. To s knowledge, except as may be disclosed as part of the Due Diligence Materials, there is no buried waste or debris on any portion of Parcel East. Compensation and Liability Act of 1980, 42 U.S.C. § 9601-9657, as amended, or any similar state law or local ordinance, (b) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., (c) the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., (d) the Clean Air Act, 42 U.S.C. § 7401, et seq., (e) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., (f) the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq., (g) any law or regulation governing aboveground or underground storage tanks, (h) any other federal, state, county, municipal, local or other statute, law, ordinance or regulation, including, without limitation, the Minnesota Environmental Response and Liability Act, Minn. Stat. § 115B.01, et seq., (i) all rules or regulations promulgated under any of the foregoing, and (j) any amendments of the foregoing. polychlorinated biphenyls, petroleum, including crude oil or any fraction thereof, petroleum products, heating oil, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, and shall include, without limitation, substances ,substances,, I. There are no leases or tenancies with respect to Parcel East that will not be terminated as of the Closing Date. There are no unrecorded agreements or other contracts of any nature or type relating to, affecting or serving Parcel East beyond an unwritten month-to-month lease with a farmer and the agreements to acquire Parcel East and Parcel West from Owner. EDA agrees to use its best efforts to close on the acquisition of Parcel East from Owner on or before the Closing Date and to enter into an option agreement with Owner regarding Parcel West containing the provisions in Section 23 on or before the Closing Date. 10 J. There will be no indebtedness or sums due attributable to Parcel East which will remain unpaid after the Closing Date. As used in this Agreement, the term to s knowledge shall mean and refer to only the current actual knowledge of the designated representative of EDA and shall not be construed to refer to the knowledge of any other partner, officer, manager, member, director, agent, authorized person, employee or representative of EDA, or any affiliate of EDA, or to impose upon such designated representative any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such designated representative any individual personal liability. As used herein, the term designated representative shall refer to Charlene Stevens. The representations, warranties and other provisions of this Section 9.1 shall survive Closing; provided, however, EDA shall have no liability with respect to any breach of a particular representation or warranty if Renewal shall fail to notify EDA in writing of such breach within two (2) years after the Closing Date, and provided further that EDA shall have no liability with respect to a breach of the representations and warranties set forth in this Agreement if Renewal has actual knowledge of s breach thereof prior to Closing and Renewal consummates the acquisition of Parcel East as provided herein. Renewal acknowledges and agrees that, except as expressly specified in this Agreement and/or in any documents executed and delivered by the EDA at Closing, EDA has not made, and EDA hereby specifically disclaims, any representation, warranty or covenant of any kind, oral or written, expressed or implied, or rising by operation of law, with respect to Parcel East, including but not limited to, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, title, zoning, tax consequences, physical or environmental condition, utilities, valuation, governmental approvals, the compliance of Parcel East with governmental laws, the truth, accuracy or completeness of any information provided by or on behalf of EDA to Renewal, or any other matter or item regarding Parcel East. Renewal agrees that except as expressly specified in this Agreement and/or in any documents executed and delivered by the EDA at Closing, Renewal shall accept Parcel East and acknowledges that the sale of Parcel East as provided for herein is made by EDA on an AS IS, WHERE IS, and WITH ALL FAULTS basis. Renewal is an experienced purchaser of property such as Parcel East and Renewal has made or will make its own independent investigation of Parcel East. The limitations set forth in this paragraph shall survive the Closing and shall not merge in the deed. 9.2 By Renewal. Renewal warrants and represents the following to EDA, and acknowledges that EDA has relied on such representations and warranties in agreeing to enter into this Agreement: A. Renewal has all requisite authority to enter into this Agreement and to perform all of its obligations under this Agreement. B. The execution, delivery and performance by Renewal of this Agreement will not (a) violate any provision of any law, statute, rule or regulation 11 or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to Renewal, (b) violate or contravene any provision of the articles of incorporation or bylaws of Renewal, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which Renewal is a party or by which it or any of its properties may be bound. The representations, warranties and other provisions of this Section 9.2 shall survive Closing; provided, however, Renewal shall have no liability with respect to any breach of a particular representation or warranty if EDA shall fail to notify Renewal in writing of such breach within two (2) years after the Closing Date. 10. Additional Obligations of EDA. 10.1 Licenses and Permits. EDA shall transfer to Renewal all transferable rights, if any, in any permits or licenses held by EDA with respect to Parcel East. EDA shall execute all applicable transfer forms and applications to facilitate and effect any such transfer and to cooperate fully with Renewal in its efforts to obtain all of the necessary licenses and permits for the Proposed Use, at no out-of-pocket cost to EDA, or the assumption of any obligations or liabilities by EDA. 10.2 Condition of Parcel East at Closing. Prior to Closing, Parcel East shall be operated in the ordinary course consistent with previous practice. On the Closing Date, EDA shall deliver to Renewal exclusive vacant possession of Parcel East, free and clear of any personal property, surface waste and surface debris of any kind. On or before the Closing Date, EDA shall remove all trash and personal property from Parcel East. EDA agrees that Renewal may dispose of any trash or personal property remaining on Parcel East as of the Closing Date in Rens sole discretion and EDA agrees to pay for all costs and expenses incurred by Renewal with respect to the transport and/or disposal of the personal property within ten (10) days after receipt of an invoice from Renewal. 10.3 Further Assurances. From and after the Closing Date, EDA agrees to execute, acknowledge and deliver to Renewal such other documents or instruments of transfer or conveyance as may be reasonably required to carry out its obligations pursuant to this Agreement. 10.4 Non-Assumption of Contracts or Other Obligations. The parties understand and agree that Renewal is only acquiring certain of s real property assets and that this Agreement and any related agreements shall not be construed to be in any manner whatsoever an assumption by Renewal of any agreements, indebtedness, obligations or liabilities of EDA which are owing with respect to the operation of the Property prior to the Closing Date. 10.5 Mortgages. On or before the Closing Date, EDA shall satisfy all mortgage and/or lien indebtedness with respect to all or any portion of Parcel East and shall obtain 12 recordable releases of Parcel East from any and all such mortgages or other liens affecting all or any portion of Parcel East. 10.6 Approvals. Renewal may elect to seek certain approvals in order for Renewal to develop Parcel East for the Proposed Use, including rezoning Parcel East or receipt of a conditional use permit EDA, at no out-of-pocket cost to EDA, or the assumption of any obligations or liabilities by EDA, will reasonably cooperate with Renewals efforts to obtain the Approvals at or prior to Closing. EDA hereby grants Renewal the right to file and prosecute applications and petitions for the Approvals and any special use permits and variances desired by Renewal; provided, however, any special use permits or variances shall (a) be contingent on the occurrence of the Closing and shall not be binding upon EDA or Parcel East unless and until the Closing occurs, or (b) be approved in writing in advance by EDA. EDA, at no out-of-pocket cost to EDA, or the assumption of any obligations or liabilities by EDA, agrees to cooperate with Renewal in the filing and prosecution of such applications and petitions, including the filing of the same in s name, if required. 11. Commissions. Each party represents that all negotiations on its behalf relative to this Agreement and the transactions contemplated by this Agreement have been carried on directly between the parties, without the intervention of any party as broker, finder or otherwise, and that onnection with the execution of this Agreement. 12. Notice. Any notice to be given by one party hereto shall be personally delivered (including messenger delivery) or be sent by registered or certified mail, or by a nationally recognized overnight courier which issues a receipt, in each case postage prepaid, to the other party at the addresses in this Section (or to such other address as may be designated by notice given pursuant to this Section), and shall be deemed given upon personal delivery, three (3) days after the date postmarked or one (1) business day after delivery to such overnight courier. If to EDA: Cottage Grove Economic Development Authority 12800 Ravine Parkway South Cottage Grove MN 55016 Attn: Charlene Stevens, EDA Executive Director with a copy to: Korine L. Land LeVander, Gillen & Miller, P.A. 633 South Concord Street, Suite 400 South St. Paul, MN 55075 13 If to Renewal: If by mail: Renewal by Andersen LLC th 100 4 Avenue North Bayport, MN 55003 Attention: Director of Real Estate Services With a copy to: Renewal by Andersen LLC th 100 4 Avenue North Bayport, MN 55003 Attention: General Counsel If by personal service or overnight courier: Renewal by Andersen LLC 5909 Omaha Avenue Oak Park Heights, MN 55003 Attention: Director of Real Estate Services With a copy to: Renewal by Andersen LLC 5909 Omaha Avenue Oak Park Heights, MN 55003 Attention: General Counsel with copy (whether mail, personal service or overnight courier) to: Carol A. Eiden Fox Rothschild LLP 222 South Ninth Street, Suite 2200 Minneapolis, MN 55402 14. Default; Remedies. If either EDA or Renewal fails to perform any of its obligations under this Agreement in accordance with its terms, and such failing party does not cure such failure within thirty (30) days after written notice thereof from the other party (provided that no notice or cure period shall be required for obligations to be performed at Closing), then the other party shall have the right to terminate this Agreement by giving the failing party written notice of such election. In the case of any default by Renewal, s sole and exclusive remedies shall be (i) termination of this Agreement as provided above and, upon any such termination, the Earnest Money shall be forfeited to Seller as agreed and final liquidated damages. In the case of any default by EDA, s sole and exclusive remedies shall be (i) specifically enforce this Agreement, or (ii) terminate this Agreement, in which case the Earnest Money shall be returned to Renewal as agreed and final liquidated damages. In no event shall Renewal be entitled to record a notice of Lis Pendens against Parcel East, unless Renewal is pursuing specific performance of this Agreement. In any action or proceeding to enforce this Agreement or any term hereof, the prevailing party shall be entitled to recover its reasonable costs and attorneys fees. 14 15. Cumulative Rights. No right or remedy conferred or reserved to EDA or Renewal is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative in and in addition to every other right or remedy existing at law, in equity or by statute, now or hereafter. 16. Entire Agreement; Modification. This written Agreement constitutes the complete agreement between the parties with respect to this transaction and supersedes any prior oral or written agreements between the parties regarding this transaction. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in writing executed by the parties. 17. Binding Effect; Survival. This Agreement binds and benefits the parties and their respective successors and assigns. All representations and warranties, and indemnification obligations of the parties hereto shall survive the Closing. 18. s Assignment. Renewal may assign this Agreement without the prior written consent of the EDA (but with written notice to EDA). No assignment shall relieve Renewal from its obligations under this Agreement. 19. Governing Law. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 20. Counterparts; Facsimiles. This Agreement may be executed in any number of counterparts, and all of the signatures to this Agreement taken together shall constitute one and the same agreement, and any of the parties hereto may execute such agreement by signing any such the actual original signatures are obtained. 21. Represented by Counsel. Each party has been represented and advised by counsel in the transaction contemplated hereby. 22. Time of the Essence. Time is of the essence of this Agreement. 23. Right of First Offer for Parcel West. The parties hereto acknowledge, understand and agree that, in a Purchase Agreement between the EDA and Owner dated June 6, 2018, Owner granted the EDA a Right of First Offer on Parcel West. Under the Right of First Offer, Owner is obligated to notify the EDA of the receipt of any offer to purchase Parcel West from a third-party that Owner is prepared to accept, prior to accepting, and the EDA shall have fifteen (15) days after receipt thereof to notify Owner whether or not the EDA desires to exercise its Right of First Offer and purchase Parcel West on such terms and conditions proposed. If the EDA receives such notice from Owner, EDA shall offer Parcel West to Renewal. If Renewal wishes to exercise its option, Renewal may do so by providing the EDA, no later than ten (10) days after receipt of such notice, with a signed purchase offer containing all of the same terms as this Agreement between the parties that will govern sale of Parcel East including the same $3.00 per square foot purchase price and $25,000.00 earnest money. Renewal can also elect to purchase Parcel West prior to receipt of Upon any election of Renewal 15 to exercise its option hereunder, EDA agrees to acquire Parcel West from Owner in a manner allowing EDA to fulfill its obligations hereunder. If Renewal elects to purchase Parcel West, the sale shall be consummated within sixty (180) days after option hereunder. In the event that Renewal elects not to purchase Parcel West from the EDA, Renewal shall execute a cancellation of its option to purchase Parcel West, terminating any interest Renewal may have in Parcel West pursuant to this Purchase Agreement or otherwise. The EDA may still elect to purchase Parcel West on such terms and conditions proposed by the Owner. This Section 23 shall survive Closing. 24. City Agreement Covenants. The EDA will facilitate that the City and Renewal enter into an agreement whereby the City agrees that if Renewal at some point needs to drain stormwater into a pond offsite, then if no existing pond can accommodate such drainage, the City will provide, at no cost to Renewal, land for a pond to be constructed. Renewal will construct such otheRenewal will install, at s expense, drainage piping of sufficient size to enable the routing of stormwater from Parcel East and Parcel West to such pond, and if the City wishes to upsize such piping to accommodate flowage from other properties, such upsizing shall be paid for by the City. The City will provide easements, if necessary, allowing such drainage. Additionally, the EDA agrees that regardless of whether Parcel East and Parcel West are combined into adjacent property as one real estate parcel for real estate tax purposes or subdivision purposes, Renewal shall preserve its rights to seek tax increment financing in the future if Renewal constructs improvements thereon that otherwise meet the requirements for such tax increment financing. EDA agrees to reasonably cooperate with Renewal on such subdivisions of real estate that may be required to obtain such tax increment financing for such future improvements. This Section 24 shall survive closing. \[remainder of page intentionally blank\] 16 IN AGREEMENT, the parties hereto have hereunto set their hands as of the date hereinbefore first written. COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By ________________________________ Myron Bailey Its President By ________________________________ Charlene R. Stevens Its Executive Director 17 RENEWAL BY ANDERSEN LLC: By:___________________________ Name:_________________________ Its:____________________________ 18 EXHIBIT A PARCEL EAST AND PARCEL WEST A-1 EXHIBIT B PARCEL EAST B-1 EXHIBIT C PARCEL WEST 57075892.v3-5/25/18 C-1