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HomeMy WebLinkAbout5.1 Airgas USA TO: Economic Development Authority FROM: Matt Wolf, Economic Development Specialist DATE: January 31, 2019 RE: Public Hearing - Airgas USA, Air Separation Plant Background In 2017 the City of Cottage Grove worked to certify over 50 acres of land through the Xcel Energy’s Shovel Ready Certification Program. The program was an effort by Xcel to compile a list of available sites in their service area that would be shovel-ready for potential industrial businesses. As a result, Airgas USA in August of 2018 contacted Xcel Energy for potential sites to expand their operations in the Midwest market. Specifically, Airgas USA was looking to build an Air Separation Plant to produce liquid oxygen, nitrogen and argon that are used in many industrial and medical facilities. Due to the nature of their business Airgas required I-3 (Heavy Industrial) zoned land for their business. As a result, the City of Cottage Grove proposed a site just west of the intersection of th Jamaica Avenue and 100 Street. The plant would will be on an 8.5 acre site. Figure 1 shows an example of an air separation plant they currently operate in Kentucky. Figure 1 Example of an air separation plant in Carrolton, KY Airgas USA submitted a Letter of Intent (LOI) to work exclusively with the City of Cottage Grove EDA on negotiations of a th purchase agreement for the land that was approved by the EDA at the January 8 meeting. Economic Development Authority January 31, 2019 Page 2 of 8 Zoning The proposed use of the site is for an Air Separation Plant (ASU), which is the process of taking air from the atmosphere and through the process of cooling and pressurizing the air separates the air into liquid Oxygen, Nitrogen and Argon which is then used in various industrial and medical uses. Currently the site is zoned, I-3 (Heavy Industrial), but the use does require a Conditional Use Permit (CUP) per City’s zoning ordinance (City Code 11-11-2). Additionally, the process of separating the air and turning the various elements into liquid requires the construction of a 160- and 130-foot cold boxes. This height exceeds our current code (City Code 11-11-4) and will be a condition of approval for the CUP. Finally, per the zoning ordinance any development is required to meet our architectural standards (11-6-13). The plant that Airgas USA is Figure 2 Proposed site of Airgas USA Air Separation Plant proposing is a heavy industrial use that is made up of various tanks and pipes that surround the main office building. For that reason, the City of Cottage Grove will consider reduction of the architectural standards for the site in exchange for an increase in berming, tree plantings and screening of the site. The CUP and variance will be considered at the Feb. 25, 2019 Planning Commission meeting. Figure 3 Site layout looking from east to west (towards 100th St.) Economic Development Authority January 31, 2019 Page 3 of 8 Figure 4 Aerial of site layout looking northeast Figure 5 Site prospective from Jamaica Avenue Economic Development Authority January 31, 2019 Page 4 of 8 Figure 6 Site prospective from 100th Street looking Northwest Figure 7 Site prospective from 100th Street South Entry Driveway Sale of Land to Airgas USA The purchase price of the 8.5 acre or 373,007 square feet site is set at $3.25 per square foot for a total of $1,212,273. The 8.5 acre parcel will be created by subdividing the southern section of the current 24.58 acre site that is owned by WAG Farms. This will leave a parcel of 15.88 acres for future development. The EDA as in the past with other projects (i.e. Renewal by Andersen, Gardenworld, etc.) in the Business Park will purchase the land from WAG Farms and then sell the land to Airgas USA. Minnesota Investment Fund and Job Creation Fund Airgas USA when looking for sites first approached Xcel Energy through their certified site program to determine viable sites for their expansion into the Midwest market. At the time of the first meeting with Airgas they made it known that they were considering Economic Development Authority January 31, 2019 Page 5 of 8 multiple sites across Minnesota, Wisconsin, and Iowa. As part of the search they were also considering what financial incentives were available to offset some of the construction costs. Cottage Grove and Xcel began working with the State of Minnesota Department of Employment and Economic Development (DEED) early on the in the process to determine if the project qualified for state assistance programs. Overall the project cost with equipment, land acquisition and construction is $54 million with two buildings that would total just over 17,000 square feet and would create 35 jobs at 100% operational capacity. Based on information provided by Airgas these jobs would breakout as 25 transportation truck drivers with a starting wage of $80,000/year without benefits and 10 on-site operations jobs ranging from $40,000-$120,000/year without benefits. Table 1 Breakdown of jobs to be created by the Airgas USA project at full operational capacity. # of Position Title Annual Hourly Hourly Annual Hourly Wage Positions Wage Wage Values of Wage with without without Benefits with Benefits Benefits Benefits Benefits 1 Plant Manager $120,000 $57.69 $45,600 $165,600 $79.62 1 Assistant Plant $95,000 $45.67 $36,100 $131,100 $63.03 Manager 1 Technician $75,000 $36.06 $28,500 $103,500 $49.76 2 Plant Operator $70,000 $33.65 $26,600 $96,600 $46.44 1 Terminal Manager $95,000 $45.67 $36,100 $131,100 $63.03 1 Terminal $85,000 $40.87 $32,300 $117,300 $56.39 Supervisor 2 Mechanic $70,000 $33.65 $26,600 $96,600 $46.44 1 Terminal $40,000 $19.23 $15,200 $55,200 $26.54 Administrator 25 Truck Driver $80,000 $38.46 $30,400 $110,400 $53.08 With Airgas USA considering locations in other states as alternative sites the State of Minnesota was included early on in the process to determine their ability to assist the project in locating to Minnesota and the Cottage Grove site. Based on the development expected to include new capital investment of approximately $54 million to include $30 million in land, site work and new building construction and $24 million in furniture & fixtures and machinery & equipment in addition to the employment of approximately 35 new full-time employees. The State of Minnesota determined that the project was estimated to receive state program assistance in the form of: Minnesota Job Creation Fund (MJCF) - Up to $175,000 Minnesota Investment Fund (MIF) - Up to $250,000 forgivable loan (Contingent upon City of Cottage Grove concurrence with forgiving) Economic Development Authority January 31, 2019 Page 6 of 8 The Minnesota Job Creation Fund is a pay for performance program that provides milestone payments during a five-year period in the Minneapolis-St. Paul Metro area based upon a company investing a minimum of $500,000 of qualifying real property improvements and hiring a minimum of 10 new qualifying full-time positions. Once these minimum thresholds are met, annual payments are provided (Minneapolis-St. Paul Metro Area -$1,000 per year per job created for jobs paying at least $27,172 in cash wages, $2,000 per year per job for jobs paying at least $36,576 in cash wages and $3,000 per job per year for jobs paying at least $47,026) in cash wages based on the number of new full-time jobs and associated wages, and a 5% rebate on qualifying real property improvements. This program requires a local resolution of support by the City of Cottage Grove. Within six months following the JCF award, the business must demonstrate reasonable progress on the project including, but not limited to, planning, engineering, construction or installation of machinery and equipment. Minnesota Investment Fund (MIF) is a program that provides loan financing to Airgas via the City of Cottage Grove. The MIF assistance is based upon capital investment and the creation of new full-time equivalent jobs within 2 years. The funds would be granted to Cottage Grove and then provided as a low interest and/or forgivable loan to the company. If forgivable, forgiveness of the loan will occur if the company meets the capital expenditure, job and wage requirements. The city must agree to forgive their portion of the loan repayments. MIF funds and matching funds may only be used to pay for equipment costs incurred after a formal award letter has been signed by the Commissioner of DEED and the MIF agreements are signed. Formal resolution and city council action are required for approval and use of these funds. Development/Business Subsidy Agreement The project also qualified for assistance due to the high ratio of private investment to the City’s public invest and was in an area (Business Park) that was targeted per our business subsidy policy for development. With those qualifications being met the City of Cottage Grove decided to match the State of Minnesota’s offer of $425,000. With an overall project investment of $54 million the overall subsidy from both the City of Cottage Grove and State of Minnesota consisted of just over 1.5% of the total project cost. However, based on the City of Cottage Grove Business Subsidy Policy it was determined that project met the following criteria: 1. Remove blight and/or encourage redevelopment in designated redevelopment/development area(s) per the goals and visions established by the City Council and EDA. 2. Expand and diversify the local economy and tax base. 3. Encourage additional unsubsidized private development in the area, either directly or through secondary “spin-off” development. Economic Development Authority January 31, 2019 Page 7 of 8 4. Increase the number and diversity of quality jobs and/or retain local jobs at high wages 5. Improve or add public infrastructure such as roads, utility extensions, storm water ponding, etc. 6. Establish business interest that add to the diversity of the City’s offerings As the project did not qualify for Tax Increment Financing the City of Cottage Grove determined the best method of offering assistance to the project was in the form of making the site shovel ready, reducing development fees and finally offering a discounted price of the land to reach a total subsidy of $425,000. Table 2 Breakdown of assistance offered as part of the proposed development by Airgas USA. Item Amount 1 24" Water Main Extension 100th $ 150,000 Street to Site 2 Development Fees $ 227,046 3 Discounted Purchase Price of Land $ 47,954 $ 425,000 In order to ensure that Airgas USA fulfills their requirements a contract for private development is the formal document between the EDA and Airgas USA that will define the terms, agreements, improvements and restrictions that must be made by Airgas USA in order to receive $425,000 in assistance from Cottage Grove. If either party breaks the agreement at any time, the agreement sets the process for default. Recommendation By Motion: A. Authorize the contract for private development by and between the Cottage Grove Economic Development Authority and Airgas USA LLC subject to minor modifications by City Attorney. B. Approve a resolution approving the purchase of property from WAG Farms Inc., Et AL and sale of property to Airgas USA, LLC for development purposes subject to minor modifications by City Attorney. C. Approve a resolution regarding a Minnesota Investment Fund application by Airgas USA LLC to the Department of Employment and Economic Development D. Approve a resolution in support of a Job Creation Fund application in connection with Airgas USA LLC. Attachment 1. Resolution Approving Sale 2. Purchase Agreement 3. Private Development Agreement 4. Resolution Minnesota Investment Fund Economic Development Authority January 31, 2019 Page 8 of 8 5. Resolution Minnesota Job Creation Fund COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY WASHINGTON COUNTY STATE OF MINNESOTA RESOLUTION NO. 2019-002 A RESOLUTION APPROVING THE PURCHASE OF PROPERTY FROM WAG FARMS INC., ET AL AND SALE OF PROPERTY TO AIRGAS USA, LLC FOR DEVELOPMENT PURPOSES Whereas, the Cottage Grove Economic Development Authority (“EDA”) desires to purchase and sell approximately 8.56 acres of property from WAG Farms, Inc. et. al. for the purpose of development for certain real property legally described as: Commencing at the southwest corner of the Southwest Quarter of the Southeast Quarter of Section 21, Township 27, Range 21; thence on an assumed bearing of South 89 degrees 53 minutes 27 seconds East along the south line of said Southwest Quarter of the Southeast Quarter, a distance of 401.15 feet to the point of beginning; thence continue South 89 degrees 53 minutes 27 seconds East along said south line, a distance of 214.48 feet; thence North 16 degrees 33 minutes 37 seconds West, a distance of 859.75 feet; thence North 89 degrees 52 minutes 09 seconds West, a distance of 357.70 feet to a line lying parallel with and 11.00 feet easterly of the west line of said Southwest Quarter of the Southeast Quarter; thence South 00 degrees 07 minutes 51 seconds West along said parallel line, a distance of 733.82 feet; thence easterly, a distance of 403.45 feet, along a non-tangential curve concave to the south, having a radius of 939.00 feet, a central angle of 24 degrees 37 minutes 03 seconds, a chord bearing of South 76 degrees 54 minutes 33 seconds East, and a chord distance of 400.35 feet to the point of beginning. (“Property”); and Whereas, Airgas USA, LLC (“Developer”) desires to purchase the Property for the purpose of expanding their nationwide business; and Whereas, Developer intends to use the Property for supplying single-source gases, which will increase jobs and promote economic development; and Whereas, on February 12, 2019, the EDA held a public public hearing on the purchase of the Property and the sale of the 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 Property from the WAG Farms, Inc., et. al. and sale of the Property to the Developer 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 Property are hereby approved. th Passed this 12 day of February 2019. Myron Bailey, President Attest: Jennifer Levitt, Executive Director PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of , 2019 (the “Effective Date”), by and between the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, (“EDA”), and WAG Farms, Inc., a Minnesota corporation, Joan Glendenning Kennedy Family Limited Partnership, a Minnesota limited partnership and Glendenning Farms, L.P., a Minnesota limited partnership (collectively referred to hereinafter as “WAG”). RECITALS Recital No. 1. WAG is the owner of approximately 24.588 acres of unimproved real th property located near the intersection of 100 Street South and Jamaica Avenue South, in the City of Cottage Grove, Washington County, Minnesota, legally described and depicted on Exhibit A, attached hereto and incorporated herein by reference (the “WAG Property”). Recital No. 2. EDA desires to purchase a portion of the WAG Property legally described and depicted on Exhibit B (“ALTA Survey”) from WAG made up of approximately 8.6 acres (“Sale Property”) and WAG desires to sell the Sale Property to EDA, all on the terms and conditions of this Agreement. Recital No. 3. City of Cottage Grove (“City”) will be platting the WAG Property, attached hereto and incorporated herein on Exhibit C (“Plat”). NOW, THEREFORE, EDA and WAG agree as follows: 1. Sale. 1.1. Sale. Subject to the terms and provisions of this Agreement, WAG agrees to sell to EDA, and EDA agrees to purchase from WAG, the Sale Property. 1.2. Purchase Price. The purchase price to be paid by EDA to WAG for the Sale Property shall be One Dollar and 75/100 ($1.75) multiplied by 373,007 square feet, as determined by the ALTA Survey (the “Purchase Price”). There shall be no setoff to the Purchase Price for a loss of square footage of the Sale Property caused by wetland dedication, easement or roadway dedication or the like which may cause a portion of the Sale Property to become unusable. The Purchase Price of Six Hundred Fifty-Two Thousand Seven Hundred Sixty-Two and 25/100 Dollars ($652,762.25) 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 First American Title, 121 South Eighth Street, Suite 1250, Minneapolis, Minnesota 55402 (“Title”), unless otherwise agreed to by the parties. 1 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 Sale Property and in the possession of WAG, and (b) copies of existing Title work for the Sale Property and in the possession of WAG (the “Due Diligence Materials”). WAG makes no representations or warranties regarding the accuracy of the Due Diligence Materials. 3. EDA’s Investigations. For a period up to thirty (30) calendar days following the Effective Date, WAG shall allow EDA and EDA’s agents or assigns access to the Sale Property without charge and at all times for the purpose of EDA’s investigation and testing of the Sale Property, including surveying and testing of soil and groundwater (“EDA’s Investigations”); provided, however, EDA shall not perform any invasive testing unless (a) WAG gives its prior written approval of EDA’s 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 EDA’s Investigations of the Sale Property. EDA shall provide to WAG copies of all third-party, non-confidential written test results and reports conducted as part of EDA’s Investigations. EDA agrees to pay all of the costs and expenses associated with EDA’s Investigations, to cause to be released any lien on the Sale Property arising as a result of EDA’s Investigations and to repair and restore, at EDA’s expense, any damage to the Sale Property caused by EDA’s Investigations. EDA shall indemnify and hold WAG harmless from all costs and liabilities, including, but not limited to, reasonable attorneys’ fees, arising from EDA’s Investigations. 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 Sale Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Sale 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 Sale 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 WAG’s 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 Sale 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 EDA’s prior written consent, which consent shall not be unreasonably withheld. 2 5. Contingencies. 5.1. EDA’s Contingencies. A. Unless waived by EDA in writing, EDA’s obligation to proceed to Closing shall be subject to (a) performance by WAG of its obligations hereunder, (b) the continued accuracy of WAG’s representations and warranties provided in Section 9.1, and (c) EDA’s satisfaction, in EDA’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 EDA’s Investigations, surveys, soil tests, engineering inspections, hazardous substance and environmental reviews of the Sale Property and (b) all other inspections and due diligence regarding the Sale Property, including any Due Diligence Materials. (2) On or before the Closing Date, EDA shall have determined the acceptability of the Sale Property. All costs and expenses related to applying for and obtaining any governmental permits and approvals for the Sale Property shall be the responsibility of the EDA. (3) On or before thirty (30) days following the Effective Date, EDA shall have received from Title Company an irrevocable commitment to issue a Title insurance policy for the Sale Property in a form and substance satisfactory to EDA in EDA’s sole discretion, not disclosing any encumbrance not acceptable to EDA in EDA’s sole discretion (the “Approved Commitment”). (4) On or before the Closing Date, EDA shall have received from Title Company an irrevocable commitment to issue a Title insurance policy for the Sale Property in the form of the Approved Commitment, subject only to such changes in title as are Permitted Encumbrances (as defined in Section 8.1) or as are acceptable to EDA in EDA’s sole discretion. (5) On or before thirty (30) days following the Effective Date, EDA shall review and approve the books and records in WAG’s possession, if any, including site plans, surveys, engineering or environmental reports associated with the Sale Property. (6) On or before thirty (30) days following the Effective Date, EDA shall review and approve the ALTA Survey of the Sale Property. 3 (7) On or before thirty (30) days following the Effective Date, EDA shall review and approve the Phase I Environmental Review of the Sale Property. (8) On or before thirty (30) days following the Effective Date, EDA shall successfully negotiate a Development Agreement with Airgas USA, LLC (“Developer”) for the Sale Property. (9) On or before the Closing Date, WAG shall deed property legally described as Outlot B, Lake Flora, for use as a stormwater pond. (10) On or before Closing Date, WAG shall dedicate a portion of th 100 Street as right-of-way in the Plat. The foregoing contingencies are for EDA’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 EDA’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 EDA’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 EDA’s option, by written notice from EDA to WAG. Such written notice must be given on or before the applicable date, or EDA’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 Sale 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 WAG’s Contingencies. WAG’s 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 “Closing”) shall occur on March 29, 2019, but in any event, on or before May 31, 2019 (the “Closing Date”). WAG agrees to deliver legal and actual possession of the Sale Property to EDA and Outlot B, Lake Flora to the City on the Closing Date. 6.1 WAG’s Closing Documents and Deliveries. On the Closing Date, WAG shall execute and/or deliver, as applicable, to EDA the following: A. Warranty Deed for Sale Property. A warranty deed conveying title to the Sale Property to EDA, free and clear of all encumbrances, except the Permitted Encumbrances. B. Warranty Deed for Stormwater Pond. A warranty deed conveying title to Outlot B, Lake Flora to City, free and clear of all encumbrances, except the Permitted Encumbrances. C. FIRPTA Affidavit. An affidavit of WAG certifying that WAG is not a “foreign person”, “foreign partnership”, foreign trust”, “foreign estate” or “disregarded entity” as those terms are defined in Section 1445 of the Internal Revenue Code of 1986, as amended. D. WAG’s Affidavit. A standard owner’s affidavit (ALTA form) from WAG which may be reasonably required by Title Company to issue an owner’s policy of title insurance with respect to the Sale Property with the so-called “standard exceptions” 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 Company to be necessary to transfer the Sale 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 Sale Property is subject to no monetary liens, (c) has obtained all consents from third parties necessary to effect WAG’s performance of the terms of this Agreement, including, without limitation, the consents of all parties holding an interest in the Sale Property, (d) has provided such other documents as are reasonably determined by Title Company to be necessary to issue policies of title insurance to EDA with respect to the Sale Property with the so-called “standard exceptions” deleted (excluding 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: 5 A. Payment of Purchase Price. The Purchase Price, in accordance with the terms of Section 1.2. B. Settlement Statement. A settlement statement with respect to this transaction. C. General Deliveries. All other documents reasonably determined by Title Company 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 purchaser’s 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 Sale 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 Sale Property. EDA and WAG shall each pay one half (1/2) of any reasonable closing fee or charge imposed by Title Company. 7.2 Transfer Taxes. EDA shall pay all state deed tax regarding the deeds. 7.3 Recording Costs. EDA will pay all recording costs with respect to the recording of the Plat and any deeds. 7.4 Real Estate Taxes and Special Assessments. General real estate taxes applicable to any of the Sale 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 any deferred (e.g. “Green Acres”) real estate taxes and any delinquent real estate taxes (including without limitation, interest or penalties thereon). 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 Sale Property as of the Closing Date. EDA shall be responsible for any special assessments that are levied or become pending against the Sale Property after the Closing Date, including, without limitation, those related to EDA’s development of the Sale Property. 7.5 Utilities. All utility expenses, including water, fuel, gas, electricity, sewer and other services furnished to or provided for the Sale 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 Sale 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 EDA’s expense, order a commitment for an owner’s Title insurance policy (ALTA Form 2006) issued by Title Company for the Sale Property, and copies of all encumbrances described in the commitment (the “Commitment”); and (ii) within ten (10) days following the Effective Date, EDA shall order, at EDA’s expense, an ALTA-certified survey bearing the legal description of the Sale Property, and showing the area, dimensions and location of the Sale Property (the “Survey” and, together with the Commitment, the “Title Evidence”). 8.1 EDA’s Objections. Within ten (10) days after EDA’s 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 Sale 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 (“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 WAG’s Cure. WAG shall be allowed twenty (20) days after the receipt of EDA’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 Sale 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 Sale Property is located, is duly qualified to transact business in the jurisdiction in which the Sale 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 WAG’s 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 WAG’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 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 WAG’s 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 8 in lieu of the same, affecting or which may affect all or any part of the Sale Property, (b) any proposed or pending proceeding to change or redefine the zoning classification of all or any part of the Sale 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 Sale Property, or (d) any uncured violation of any legal requirement, restriction, condition, covenant or agreement affecting all or any part of the Sale Property or the use, operation, maintenance or management of all or any part of the Sale Property. F. To WAG’s knowledge, there are no wells or sewage treatment systems located on any portion of the Sale Property. To WAG’s knowledge, there has been no methamphetamine production on or about any portion of the Sale Property. To WAG’s knowledge, the sewage generated by the Sale Property, if any, goes to a facility permitted by the Minnesota Pollution Control Agency and there is no “individual sewage treatment system” (as defined in Minnesota Statutes § 115.55, Subd. 1(g)) located on the Sale Property. G. WAG is not a “foreign person,” “foreign corporation,” “foreign trust,” “foreign estate” or “disregarded entity” as those terms are defined in Section 1445 of the Internal Revenue Code. H. To WAG’s knowledge, except as may be disclosed as part of the Due Diligence Materials, (i) no condition exists on the Sale 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 Sale Property, (ii) there has been no release, spill, leak or other contamination or otherwise onto the Sale Property, and (iii) there are no restrictions, clean ups or remediation plans regarding the Sale Property. To WAG’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 the Sale Property. “Environmental Law” shall mean (a) the Comprehensive Environmental Response 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. “Hazardous Substances” shall mean 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 defined as “hazardous substances,” 9 “toxic substances,” “hazardous waste,” “pollutants or contaminants” or similar substances under any Environmental Law. I. Seller and any tenant or licensee shall vacate the Sale Property prior to Closing and all leases, tenancies or other agreements with respect to the Sale Property can and will be terminated as of the Closing. To the best of WAG’s knowledge, no default exists under any lease or other agreement on the part of WAG or the other party thereto and WAG has performed all of its obligations pursuant to any such lease or other agreement. J. There will be no indebtedness attributable to the Sale Property which will remain unpaid after the Closing Date. As used in this Agreement, the term “to WAG’s 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 WAG’s breach thereof prior to Closing and EDA consummates the acquisition of the Sale 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 Sale 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 Sale 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 Sale Property. EDA agrees to accept the Sale Property and acknowledges that the sale of the Sale 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 Sale Property and EDA has made or will make its own independent investigation of the Sale Property. The limitations set forth in this paragraph shall survive the Closing and shall not merge in the deeds. 10 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. 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 Condition of Sale Property at Closing. Prior to Closing, the Sale 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 Sale 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 Sale Property. WAG agrees that EDA may dispose of any trash or personal property remaining on the Sale Property as of the Closing Date in EDA’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. 10.2 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. 10.3 Non-Assumption of Contracts or Other Obligations. The parties understand and agree that EDA is only acquiring certain of WAG’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 EDA of any agreements, indebtedness, obligations or liabilities of WAG which are owing with respect to the operation of the Sale Property prior to the Closing Date. 11 10.4 Approvals. EDA or the Developer may elect to seek certain approvals in order for EDA to develop the Sale Property, including rezoning the Sale Property or receipt of a conditional use permit (the “Approvals”). WAG, at no out-of-pocket cost to WAG, or the assumption of any obligations or liabilities by WAG, will reasonably cooperate with EDA’s efforts to obtain the Approvals at or prior to Closing. WAG hereby grants EDA and the 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 Sale 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 WAG’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 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: Jennifer Levitt, 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 Attn: William S. Kennedy, Jr. WAG Farms, Inc. and Glendenning Farms, L.P. 1941 Ford Parkway #304 St. Paul, MN 55116 Attn: Gordon Glendenning 12 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, WAG’s 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, EDA’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 Sale 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. EDA’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. 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 counterpart. Facsimile or “PDF” 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. 13 22. Time of the Essence. Time is of the essence of this Agreement. \[Remainder of page intentionally blank\] 14 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 ________________________________ Jennifer Levitt Its Executive Director 15 \[Signature page to Purchase Agreement by WAG Farms, Inc. and Glendenning Farms, L.P.\] WAG FARMS, INC. By:__________________________________ William G. Glendenning Its: President GLENDENNING FARMS, L.P. By:__________________________________ William G. Glendenning Its: General Partner 16 \[Signature page to Purchase Agreement by Joan Glendenning Kennedy Family Limited Partnership\] JOAN GLENDENNING KENNEDY FAMILY LIMITED PARTNERSHIP By:____________________________ William S. Kennedy, Jr. Its: General Partner 17 EXHIBIT A LEGAL DESCRIPTION AND DEPICTION OF WAG PROPERTY Current Legal Description (PID: 21.027.21.42.0001) That part of the West half of the East half of Section 21, Township 27, Range 21, formerly platted as Blocks 43 to 50 inclusive and Block 55 of the Village of Langdon, according to the plat thereof as recorded in Book B of Plats page 5 in the office of the Register of Deeds in and for said County, together with the streets and alleys abutting thereon, which were vacated by an order of the District Court, First Judicial District, Washington County, Minnesota dated March 5, 1882. Platted Legal Description Real property in Washington County, Minnesota, legally described as follows: Lots 1 and 2, Block 1 Outlots A and B All in Lake Flora A-1 EXHIBIT B LEGAL DESCRIPTION AND DEPICTION OF SALE PROPERTY Real property in Washington County, Minnesota, legally described as follows: Lot 1, Block 1, Lake Flora B-1 EXHIBIT C PLAT C-1 CONTRACT FOR PRIVATE DEVELOPMENT By and Between COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY AIRGAS USA, LLC And THE CITY OF COTTAGE GROVE This document drafted by: LeVander, Gillen & Miller, P.A. 633 South Concord St. Suite 400 South St. Paul, MN 55075 651-451-1831 1 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of , 2019 (the “Effective Date”), by and between the Cottage Grove Economic Development Authority, a public body corporate and politic organized under the laws of Minnesota, (“EDA”), the City of Cottage Grove, a Minnesota municipal corporation (“City”) and Airgas USA, LLC, a Delaware limited liability company (“Buyer”). RECITALS Recital No. 1. The EDA was created pursuant to Minnesota Statutes, Sections 469.090 to 469.1082, and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Cottage Grove. Recital No. 2. WAG Farms, Inc., a Minnesota corporation, Joan Glendenning Kennedy Family Limited Partnership, a Minnesota Family Limited Partnership, and Glendenning Farms, L.P., a Minnesota Limited Partnership (collectively “Owner”) are the owners of approximately 8.56 acres of unimproved real property located in Cottage Grove, Washington County, Minnesota, legally described on Exhibit A (the “Property”) and depicted on the ALTA Survey, attached as Exhibit B (“ALTA Survey”) and further depicted on the proposed Plat, attached as Exhibit C. Recital No. 3. EDA will purchase the Property from Owner and sell the same to Buyer on the terms and conditions of this Agreement. Recital No. 4. Buyer desires to purchase the Property from EDA. Recital No. 5. EDA believes that the development of the Property pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City and the health, safety, morals and welfare of its residents. NOW, THEREFORE, in consideration of the covenants and the mutual obligations contain herein, Buyer and EDA hereby covenant and agree with the other follows: 1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: A. “Agreement” means this Agreement, as the same may be modified, amended, or supplemented, in writing, by mutual agreement of both parties. B. “Business Subsidy Act” means Minnesota Statutes sections 116J.993 through 116J.996, as amended. 2 C. “Certificate of Completion” means the certificate, in the form contained in Exhibit E attached hereto, which will be provided to Buyer pursuant to Section 10.7 of this Agreement. D. “Closing” means the closing of the purchase and sale contemplated by this Agreement. E. “Closing Date” means the later of (i) May 31, 2019, or (ii) within thirty (30) days after all project entitlements have been approved for the Property, unless otherwise agreed to by the parties. F. “Construction Plans” means the final plans for construction of the Minimum Improvements to be submitted by Buyer and approved by the EDA. G. “Deed” means the general warranty deed in the form attached hereto as Exhibit F, by which the EDA will convey the Property to Buyer. H. “Earnest Money” means the earnest money deposit of Ten Thousand Dollars and 00/100s ($10,000.00) to be paid within five (5) business days following the Effective Date to Title Company to be held in escrow by Title Company. I. “Event of Default” means an action by Buyer or the EDA listed in Section 14 of this Agreement. J. “Maturity Date” means December 31, 2021. K. “Minimum Improvements” means the construction of an air separation facility to for the bulk production of oxygen, nitrogen and argon, and related improvements to be approved by the City and EDA, which are depicted on the Preliminary Plans. L. “Permitted Encumbrance” means any matters reflected on the Title Evidence which are not objected to by Buyer within such time period or waived by Buyer in accordance with Section 6.1 (other than such consensual liens). M. “Preliminary Plans” means, collectively, the plans, drawings and specifications for the construction of the Minimum Improvements which are depicted on Exhibit D and attached hereto. N. “Property” means the real property upon which the Minimum Improvements will be constructed, which property is legally described on Exhibit A attached hereto. O. “Sale” means any sale, conveyance, lease, exchange, forfeiture other transfer of the Buyer’s interest in the Minimum Improvements or the Property, whether voluntary or involuntary. 3 P. “Title Company” means First American Title, 121 South Eighth Street, Suite 1250, Minneapolis, Minnesota 55402, unless otherwise agreed to by the parties. Q. “Unavoidable Delays” means delays beyond the reasonable control of the party seeking to be excused, which are the direct result of strikes, other labor troubles, weather, fire, or other casualty to the Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, results in delays, or acts of any federal, state or local governmental unit (other than the EDA in exercising its rights under this Agreement) that result in delays. 2. Sale. 2.1. Sale. Subject to the compliance with the terms and provisions of this Agreement, EDA shall sell the Property to Buyer, and Buyer shall purchase the same from EDA. 2.2. Purchase Price. The purchase price to be paid by Buyer to EDA for the Property shall be One Hundred Forty-One Thousand Five Hundred Seventy Dollars ($141,570) per acre multiplied by 8.56 acres for a Purchase Price of One Million Two Hundred Eleven Thousand Eight Hundred Thirty-Nine and 00/100s Dollars ($1,211,839.00) (the “Purchase Price”). The Purchase Price shall be payable as follows: (a) the Earnest Money; and (b) the balance of the Purchase Price on the Closing Date subject to those adjustments, prorations and credits described in this Agreement, in certified funds or by wire transfer pursuant to instructions from EDA. 3. Available Surveys, Tests, and Reports. Within ten (10) days of the Effective Date, EDA shall cause to be delivered to Buyer, (a) copies of any surveys, easement documents, property tax information (including any appeals), soil tests, environmental or engineering reports, wetland delineations, and any other studies and/or site analyses previously conducted on the Property and in the possession of EDA or provided to the EDA by Owner, (b) copies of existing title work for the Property and in the possession of EDA (the “Due Diligence Materials”). EDA makes no representations or warranties regarding the accuracy of the Due Diligence Materials. If Buyer so requests, EDA 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 Buyer’s expense, so that Buyer may rely on such site analyses or surveys as if prepared for Buyer in the first instance, but EDA makes no representation as to whether any such reissuance or recertification will be available. 4. Buyer’s Investigations. For a period of up to one hundred twenty (120) calendar days following the Effective Date (the “Feasibility Period”), EDA shall allow Buyer and Buyer’s agents access to the Property without charge and at all times for the purpose of Buyer’s investigation and testing of the Property, including surveying and testing of soil and groundwater (“Buyer’s Investigations”); provided, however, Buyer shall not perform any invasive testing unless (a) EDA gives its prior written approval of Buyer’s consultant that will perform the testing, which approval shall not be unreasonably withheld, conditioned or delayed, and (b) Buyer gives EDA reasonable prior notice of such testing. Provided that Buyer complies with the requirements of this 4 Section, and upon written notice to the EDA prior to the expiration of the Feasibility Period, Buyer shall have the right to extend the period for Buyer’s Investigations, if determined necessary by Buyer, for up to an additional sixty (60) calendar days from last day of the Feasibility Period (the “Extended Feasibility Period”) to allow further testing and analysis. EDA shall have the right to accompany Buyer during any of Buyer’s Investigations of the Property. Buyer shall provide to EDA copies of all third-party, non-confidential written test results and reports conducted as part of Buyer’s Investigations. Buyer agrees to pay all of the costs and expenses associated with Buyer’s Investigations, to cause to be released any lien on the Property arising as a result of Buyer’s Investigations and to repair and restore, at Buyer’s expense, any damage to the Property caused by Buyer’s Investigations. Buyer shall indemnify and hold EDA and the Property harmless from all costs and liabilities, including, but not limited to, reasonable attorneys’ fees, arising from Buyer’s Investigations. The indemnification obligations provided herein shall survive the termination or cancellation of this Agreement. 5. 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 Buyer notice of such condemnation, taking or damage. After receipt of notice of such condemnation, taking or damage (from EDA or otherwise), Buyer 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 to Buyer 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 Buyer at Closing all of EDA’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, and (iii) pay to Buyer 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 Buyer 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 Buyer’s prior written consent, which consent shall not be unreasonably withheld. 6. Contingencies. 6.1. Buyer’s Contingencies. A. Unless waived by Buyer in writing, Buyer’s obligation to proceed to Closing shall be subject to (a) performance by EDA of its obligations hereunder, (b) the continued accuracy of EDA’s representations and warranties provided in Section 15.1, and (c) Buyer’s satisfaction, in Buyer’s sole discretion, as to the contingencies described in this Section 6.1 within the time periods set forth below: 5 (1) On or before the last day of the Feasibility Period (or the Extended Feasibility Period if applicable), Buyer shall have determined, in its sole discretion, that it is satisfied with (a) the results of and matters disclosed by Buyer’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 last day of the Feasibility Period (or the Extended Feasibility Period if applicable), Buyer shall review and approve the books and records in EDA’s possession, if any, including site plans, surveys, engineering or environmental reports associated with the Property. (3) On or before the last day of the Feasibility Period (or the Extended Feasibility Period if applicable), Buyer shall have determined the acceptability of the Property for its Proposed Use and incidental uses thereto (collectively, the “Proposed Use”). (4) On or before the Permitting Period (or the Extended Permitting Period if applicable) as defined in Section 10.5 below, Buyer shall have obtained all appropriate approvals and permits necessary for the Proposed Use on the Property, which approvals may include, without limitation, platting, zoning approvals and/or rezoning of the Property, conditional use permits, variances, access permits, signage permits, building permits, required licenses, site plan approvals and architectural approvals (the “Approvals”). The Approvals shall include any such approvals necessary to address tower height, building exterior materials and screening materials, all as necessary to ensure the Property is acceptable to Buyer for Buyer’s Proposed Use. All costs and expenses related to applying for and obtaining any governmental permits and approvals for the Property for the Proposed Use, including the preparation of any documentation necessary to create any plans, specifications or the like, shall be the responsibility of the Buyer. (5) On or before the Closing Date, Buyer shall have received from Title Company an irrevocable commitment to issue a title insurance policy for the Property in a form and substance satisfactory to Buyer in Buyer’s sole discretion, not disclosing any encumbrance not acceptable to Buyer in Buyer’s sole discretion (the “Approved Commitment”). (6) On or before the Closing Date, EDA shall have obtained releases of the Property from any and all mortgages or other monetary liens affecting any of the Property. 6 (7) On or before the Closing Date, Buyer shall secure financing that is satisfactory to Buyer in Buyer’s sole discretion for the purpose of acquiring and constructing the Proposed Use. (8) On or before the Closing Date, Buyer shall review and approve the ALTA Survey of the Property. (9) On or before the Closing Date, Buyer shall obtain approval of the transaction by Buyer’s Board of Directors and/or Buyer’s Corporate Management. (10) On or before the Closing Date, Buyer shall approve the forms of all closing documents. (11) As part of a business subsidy, within 30 (thirty) days after the Closing Date, or July 1, 2019, whichever is later, City agrees to install certain utilities to the Property as described in Section 12.4. This obligation shall survive the Closing and delivery of the Deed. (12) Within thirty days (30) days after the Effective Date, and again within ten (10) days in advance of the termination of the Feasibility Period, (or the Extended Feasibility Period, if applicable) City shall provide Buyer all documentation in City’s possession, custody and control, th regarding the future construction, renovations and/or modifications to 100 Street at Jamaica Avenue. The foregoing contingencies are for Buyer’s sole and exclusive benefit and one (1) or more may be waived in writing by Buyer in its sole discretion. EDA shall reasonably cooperate with Buyer’s efforts to satisfy such contingencies, at no out of pocket cost to EDA or assumption of any obligation or liability by Buyer. Buyer shall bear all cost and expense of satisfying Buyer’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 Buyer’s option, by written notice from Buyer to EDA. Such written notice must be given on or before the applicable date, or Buyer’s right to terminate this Agreement pursuant to this Section shall be waived. If Buyer terminates this Agreement pursuant to this Section, the Earnest Money shall immediately be refunded to Buyer. 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 Buyer 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. 7 6.2 EDA’s Contingencies. EDA’s 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 acquired the Property from Owner, and the EDA agrees to use its best efforts to effectuate such transaction. B. Buyer 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 Buyer contained in this Agreement shall be accurate as of the Closing Date. D. There shall be no uncured default by Buyer of any of Buyer’s obligations under this Agreement as of the Closing Date. If any contingency contained in this Section has not been satisfied on or before the date described therein, and if no date is specified, then the Closing Date, then this Agreement may be terminated by written notice from EDA to Buyer and neither party shall have any further rights or obligations with respect to this Agreement or the Property, except for such obligations as survive termination of this Agreement. If termination occurs, EDA shall return the Earnest Money to Buyer. All contingencies in this Section are for the benefit of EDA, and EDA may in its sole discretion waive any of the conditions precedent set out in this Section by written notice to Buyer. 7. Closing. The Closing shall occur on the Closing Date. Closing shall take place through an escrow established with the Title Company, as hereinafter defined, at a time selected by Buyer upon no less than five (5) business days prior written notice. All documents and instruments required for the Closing shall be delivered to the Title Company at least one (1) business day prior to the Closing Date. Funds required for Closing shall be delivered and/or wired to the Title Company in accordance with its escrow instructions on the Closing Date. Each party hereto agrees to execute and deliver to the Title Company closing escrow instructions to implement and coordinate the Closing as set forth in this Agreement. In connection with such Closing, the Title Company shall only act in accordance with written instructions. 7.1 EDA’s Closing Documents and Deliveries. EDA shall execute and/or deliver, as applicable, to Buyer the following: A. General Warranty Deed. A general warranty deed conveying title to the Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances. The Deed shall include as a covenant running with the land the condition of Minnesota Statutes, Sections 469.090 to 469.1082 relating to the use of the Property. If the covenant is violated the authority may declare a breach of the covenant and seek a judicial decree from the district court declaring a forfeiture and a cancellation of the Deed. 8 B. Bring Down Certificate. EDA shall provide Buyer with a certificate certifying that the representations and warranties of the EDA contained in this Agreement are true as of the Closing Date. C. FIRPTA Affidavit. An affidavit of EDA certifying that EDA is not a “foreign person”, “foreign partnership”, foreign trust”, “foreign estate” or “disregarded entity” as those terms are defined in Section 1445 of the Internal Revenue Code of 1986, as amended. D. EDA’s Affidavit. A standard owner’s affidavit (ALTA form) from EDA which may be reasonably required by Title Company to issue an owner’s policy of title insurance with respect to the Property with the so-called “standard exceptions” deleted. E. Settlement Statement. A settlement statement with respect to this transaction. F. Copies of Resolutions. EDA shall provide Buyer 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, Buyer’s Approvals, if required by Title Company. G. General Deliveries. All other documents reasonably determined by Title Company to be necessary to transfer the Property to Buyer 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 the Property is subject to no monetary liens, (c) has obtained all consents from third parties necessary to effect EDA’s 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 Company to be necessary to issue policies of title insurance to Buyer with respect to the Property with the so-called “standard exceptions” deleted, and (e) has duly authorized the transactions contemplated hereby. 7.2. Buyer Closing Documents and Deliveries. Buyer shall execute and/or deliver, as applicable, to EDA the following: A. Payment of Purchase Price. The Purchase Price, less Earnest Money, shall be payable on the Closing Date, subject to those adjustments, pro- rations and credits described in this Agreement, in certified funds or by wire transfer pursuant to the instructions from EDA. B. Bring Down Certificate. Buyer shall provide EDA with a certificate, signed by an authorized officer of Buyer, certifying that the 9 representations and warranties of the Buyer contained in this Agreement are true as of the Closing Date. C. Settlement Statement. A settlement statement with respect to this transaction. D. Evidence of Authority. Buyer shall provide EDA with copies of the resolutions showing Buyer 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 Company as a condition precedent to issuing the Title Policy in Buyer’s name. E. General Deliveries. All other documents reasonably determined by Title Company to be necessary to evidence that Buyer has duly authorized the transactions contemplated hereby and evidence the authority of Buyer to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by Buyer pursuant to this Agreement, or may be required of Buyer under applicable law, including any purchaser’s affidavits or revenue or tax certificates or statements. 8. Prorations. EDA and Buyer agree to the following prorations and allocation of costs regarding this Agreement: 8.1 Title Evidence, Survey and Closing Costs. EDA shall pay all costs of the Commitment with respect to the Property, including search and exam fees. EDA shall pay all costs of the ALTA Survey of the Property. Buyer shall pay all premiums for any title insurance policy it desires with respect to the Property. Buyer and EDA shall each pay one-half (1/2) of any reasonable closing fee or charge imposed by Title Company and one- half (1/2) any escrow fees charged by Title Company. 8.2 Transfer Taxes. EDA shall pay all state deed tax regarding the Deed. 8.3 Recording Costs. Buyer will pay all recording costs with respect to the recording of the Deed and this Agreement and for the recording of the mortgage, if any, and any mortgage registration tax, if any. EDA shall pay for the cost of recording any other documents necessary to convey the Property as required by this Agreement. 8.4 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 EDA and Buyer 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 Buyer 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. Buyer shall be responsible for any special 10 assessments that are levied or become pending against the Property after the Closing Date, including, without limitation, those related to Buyer’s development of the Property. 8.5 Attorneys’ Fees. EDA and Buyer shall each pay its own attorneys’ fees incurred in connection with this transaction, unless otherwise stated in this Agreement. 8.6 Survival. The obligations set forth in this Section 8 survive the Closing. 9. Title Examination. (i) Within seven (7) days following the Effective Date, EDA shall, at EDA’s expense, provide to Buyer a commitment dated within sixty (60) days of the Effective Date for an owner’s title insurance policy (ALTA Form 2006) issued by Title Company for the Property, and copies of all encumbrances described in the commitment (the “Commitment”); and (ii) within fifteen (15) days following the Effective Date, EDA shall provide to Buyer, at EDA’s expense, an 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 (the “Survey” and, together with the Commitment, the “Title Evidence”). 9.1 Buyer’s Objections. Within ten (10) days after Buyer’s receipt of the last of the Title Evidence, Buyer 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 Buyer within such time period or waived by Buyer in accordance with Section 9.2(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 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. Buyer shall have the renewed right to object to the Title Evidence as the same may be revised or endorsed from time to time; provided, however, that if such revision to Title Evidence occurs after the Feasibility Period, Buyer shall be given ten (10) days to object in writing. If Buyer fails to object within such time period, any objections shall be deemed waived. 9.2 EDA’s Cure. EDA shall be allowed twenty (20) days after the receipt of Buyer’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, Buyer 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 Buyer so terminates this Agreement, neither EDA nor Buyer shall be liable to the other for any further obligations under this Agreement (except for such obligations as 11 survive termination of this Agreement) and the Earnest Money shall be refunded to Buyer. 10. Construction of Minimum Improvements. 10.1 Construction of Minimum Improvements. Within 120 days after Closing, Buyer shall submit Construction Plans to the EDA. The Construction Plans shall provide for the construction of Minimum Improvements and shall be in substantial conformity with the Preliminary Plans listed on Exhibit D. All Minimum Improvements constructed on the Property shall be constructed, operated and maintained in accordance with the terms of the Construction Plans, this Agreement, the Comprehensive Plan, and all local, Minnesota and federal laws and regulations (including, but not limited to, Environmental Controls and Land Use Regulations). Buyer will use commercially reasonable efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will use commercially reasonable efforts to meet, in a timely manner, the requirements of applicable Environmental Controls and Land Use Regulations which must be met before Buyer’s Minimum Improvements may be lawfully constructed. 10.2 Grading/Drainage Plan and Easements. Buyer shall construct drainage facilities adequate to serve the Minimum Improvements in accordance with the Construction Plans. Buyer agrees to grant to the City all easements reasonably necessary for the preservation of the drainage system, for drainage basins, and for utility service as required by the City. The grading and drainage plan shall include any measures reasonably necessary to conform to the overall City storm sewer plan, including but not limited to such considerations as lot and building elevations, drainage swales, storm sewer, catch basins, erosion control structures and ponding areas. The grading of the site shall be completed in conformance with the Construction Plans. All storm sewer facilities, sanitary sewer and water lines shall be private unless located within the City’s right of way, in which case, that portion of the facilities shall be public. 10.3 Street Maintenance, Access, and Repair. Buyer shall clear, on a daily basis, any soil, earth or debris from the existing streets within or adjacent to this Minimum Improvements resulting from the grading or building on the land within the Minimum Improvements by Buyer or its agents, and shall restore to the City’s specifications any gravel base contaminated by mixing construction or excavation debris or earth in it, and repair to the City’s specifications any damage to bituminous surfacing resulting from the use of construction equipment. 10.4 Erosion Control. Buyer shall provide and follow a plan for erosion control and pond maintenance in accord with the Best Management Practices (BMP) as delineated by the Minnesota Pollution Control Agency. Such plan shall be detailed on the Construction Plans and shall be subject to approval of the City. Buyer shall install and maintain such erosion control structures as appear necessary under the Construction Plans or become necessary subsequent thereto. Buyer shall be responsible for all damage caused as the result of grading and excavation within the Minimum Improvements including, but not limited to, restoration of existing control structures and clean-up of public right-of- 12 way. As a portion of the erosion control plan, Buyer shall re-seed or sod any disturbed areas in accordance with the Construction Plans. The City reserves the right to perform any necessary erosion control or restoration as required by the BMP, if these requirements are not complied with after written notice by the City. Buyer shall be financially responsible for payment for this extra work. 10.5 Zoning; Other Approvals. The parties agree that the development of the Minimum Improvements is in the public interest, will provide significant and important benefits to the City and its residents, and is a desirable and appropriate use of the Property. Buyer may elect to seek certain Approvals as defined in Section 6.1.A.(4) in order for Buyer to develop the Property for the Proposed Use. Buyer shall have a period of one hundred twenty (120) calendar days from the Effective Date of this Agreement (the “Permitting Period”) to obtain the Approvals as determined necessary by Buyer. Buyer shall have the right to extend the Permitting Period Buyer for up to an additional sixty (60) calendar days from last day of the Permitting Period (the “Extended Permitting Period”) (i) if Buyer has been diligently pursuing the process to obtain the necessary permits, variances or approvals during the Permitting Period and has not yet received a decision on any such permit, variance or approval that has been applied for by Buyer; or (ii) if the approval process is being appealed by parties or it is otherwise beyond the control of Buyer to conclude the approval process. Buyer acknowledges and agrees that neither the EDA nor the City cannot and do not undertake in this Agreement to bind itself to grant or obtain any approvals, permits, variances, zoning or rezoning applications or other matters within the legislative or quasi-judicial discretion of the EDA, the City or the governing body of any other political subdivision or public agency. The EDA nevertheless agrees that upon request of Buyer, it will, at no out-of-pocket cost to EDA, or the assumption of any obligations or liabilities by EDA, reasonably cooperate with Buyer to seek and secure approvals, permits, variances, and other matters as may be required prior to the acquisition by Buyer of all portions of the Property affected thereby, to cause such matters to be timely considered by the EDA, City and Planning Commission or the governing body of other political subdivisions or public agencies with jurisdiction, and to otherwise reasonably cooperate with Buyer to facilitate implementation of the Minimum Improvements. EDA hereby grants Buyer the right to file and prosecute applications and petitions for the Approvals and any special use permits and variances desired by Buyer; 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 the Property unless and until the Closing occurs, or (b) be approved in writing in advance by EDA and the City. EDA, at no out-of-pocket cost to EDA, or the assumption of any obligations or liabilities by EDA, agrees to cooperate with Buyer in the filing and prosecution of such applications and petitions, including the filing of the same in EDA’s name, if required. EDA also agrees to transfer to Buyer all transferrable rights, if any, in any permits or licenses held by the EDA with respect to the Property. EDA shall execute all applicable transfer forms and applications to facilitate and effect any such transfer. 10.6 Commencement and Completion of Construction. Subject to Unavoidable Delays, Buyer shall commence construction of the Minimum Improvements no later than August 1, 2019. “Commence Construction” shall mean the start of mass site 13 grading and installation of utilities. Subject to Unavoidable Delays, Buyer shall have substantially completed the construction of the Minimum Improvements no later than December 31, 2021. All work with respect to the Minimum Improvements to be constructed or provided by Buyer on the Property shall be in substantial conformity with the Construction Plans and Buyer will not modify the size or exterior appearance of the Minimum Improvements without the consent of the EDA and the City, which consent shall not be unreasonably withheld. 10.7 Certificate of Completion. A. After substantial completion of the Minimum Improvements in accordance with the Construction Plans and all terms of this Agreement, EDA will furnish Buyer with a Certificate of Completion in the form of Exhibit E hereto. Such certification by the EDA shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement and in the Deed with respect to the obligations of Buyer to construct the Minimum Improvements and the dates for the beginning and completion thereof. The Certificate of Completion shall only be issued after issuance of a certificate of occupancy by the City. B. The Certificate of Completion provided for in this Section 10.7 shall be in such form as will enable it to be recorded in the proper county office in Washington County, Minnesota for the recordation of deeds and other instruments pertaining to the Property. If the EDA shall refuse or fail to provide such certification in accordance with the provisions of this Section 10.7, the EDA 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 of a material term of this Agreement, and what measures or acts will be necessary, in the reasonable opinion of the EDA, for Buyer to take or perform in order to obtain such certification. C. Reconstruction of Minimum Improvements. If the Minimum Improvements are damaged or destroyed before completion thereof and issuance of a Certificate of Completion, to the extent payment is actually made to Buyer under a valid and collectible insurance policy in connection with such specific claim, issue or matter, Buyer agrees, for itself and its successors and assigns, to reconstruct the Minimum Improvements within one (1) year of the date of the damage or destruction. The Minimum Improvements shall be reconstructed in accordance with the approved Construction Plans, or such modifications thereto as may be requested by Buyer and approved by the EDA in accordance with Section 10 of this Agreement, which approval will not be unreasonably withheld. Buyer’s obligation to reconstruct the Minimum Improvements pursuant to this Section 10.7C. shall end when the Certificate of Completion is issued. 14 11. Insurance and Condemnation. 11.1 Required Insurance. Buyer agrees to provide and maintain or cause its general contractor to provide and maintain at all times during the process of constructing the Minimum Improvements and, from time to time at the request of the EDA, furnish the EDA with proof of payment of premiums on: A. Builder’s risk insurance, written on the so-called “Builder’s Risk -- Completed Value Basis,” in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so-called “all risk” form of policy; B. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an owner’s contractor’s policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above required limits, an umbrella excess liability policy may be used); and C. Workers’ compensation insurance, with statutory coverage. The policies of insurance required pursuant to clauses A. and B. above shall be in form and content reasonably satisfactory to the EDA and shall be placed with financially sound and reputable insurers licensed to transact business in Minnesota. The policy of insurance delivered pursuant to clause A. above shall contain an agreement of the insurer to give not less than thirty (30) days’ advance written notice to the EDA in the event of cancellation of such policy or change affecting the coverage thereunder. 11.2 Evidence of Insurance. All insurance required in this Section 11.2 shall be taken out and maintained in responsible insurance companies selected by Buyer which are authorized under the laws of Minnesota to assume the risks covered thereby. Until the Certificate of Completion is issued, Buyer agrees to deposit annually with the EDA copies of policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Section 11.2, each policy shall contain a provision that the insurer shall not cancel nor materially modify it without giving written notice to Buyer and the EDA at least thirty (30) days before the cancellation or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, Buyer shall furnish the EDA evidence satisfactory to the EDA that the policy has been renewed or replaced by another policy conforming to the provisions of this Section 11.2, or that there is no necessity therefor under the terms of this Agreement. In lieu of separate policies, Buyer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event Buyer shall deposit with the EDA a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. 15 11.3 Condemnation. In the event that title to and possession of the Minimum Improvements or any material part thereof shall be taken in condemnation or by the exercise of eminent domain authority by any governmental body or other person (except the EDA) after Closing but prior to the Maturity Date, Buyer shall, with reasonable promptness after such taking, notify the EDA as to the nature and extent of such taking. Upon receipt of any condemnation award and subject to the rights of the first mortgagee, Buyer shall use the entire condemnation award to reconstruct the Minimum Improvements (or, in the event only a part of the Minimum Improvements have been taken, then to reconstruct such part) within the Property. 12. Business Subsidy. 12.1 Business Subsidy Act. The assistance provided to Buyer under this Agreement is subject to the Business Subsidy Act and the City’s Business Subsidy Criteria. The provisions of this Section constitute the “business subsidy agreement” for the purposes of the Business Subsidy Act. 12.2 Findings. The EDA hereby finds that the subsidy is needed because the cost of acquisition made development financially infeasible without public assistance and Buyer cannot proceed without the subsidy. In addition, the EDA hereby finds that the Minimum Improvements: A. Are consistent with the City’s Comprehensive Plan. B. Will contribute to the establishment of a critical mass of industrial development within the area. C. Will increase the range of goods and services available or encourage fast-growing or other desirable businesses to locate or expand within the community. D. Will promote additional or spin-off development within the community. E. Will encourage full utilization of existing or planned public infrastructure improvements. 12.3 Public Purpose. The public purposes of the subsidy are to develop a vacant lot, implement the City’s land use goals identified in the Comprehensive Plan, and increase employment and tax base. 12.4 General Terms. The parties agree and represent to each other as follows: A. The subsidy provided to Buyer consists of conveyance to Buyer of the Property for below the fair market price, waiving of certain development fees and installation of utility infrastructure. Specifically, the subsidy consists of the 16 following: (1) Up to $47,954 discount in land value of the Property; and (2) Up to $227,046 in cash value to offset certain development fees, and (3) Up to $150,000 for the installation of a water main extension to Property. B. The total value of the subsidy is Four Hundred Twenty-Five Thousand and 00/100s Dollars ($425,000.00) (“Subsidy Amount”). 12.5 Business Subsidy Goals. The goals for the subsidy are: A. Creation of twenty (20) full-time or full-time equivalent job with wages of at least $20 per hour, exclusive of benefits, within two years after the date of issuance of the Certificate of Completion; B. To secure the timely development of the Minimum Improvements on the Property; and C. To maintain the Minimum Improvements for at least five years after the date of issuance of the Certificate of Completion. For the purpose of this Section, the facility will be considered to be maintained in operation if at least 50% of the net square footage is leased, or available for lease, to any person or entity, for use in its private trade or business, or occupied by Buyer for use in its trade or business. Buyer may be authorized to move from the City within five years only if, after a public hearing, the EDA approves the request to move. If the goals described in this Section 12.5 are not met, the remedies are as described in Sections 12.8 and 12.9 below. 12.6 Buyer’s parent company is Air Liquide , a . 12.7 Buyer is seeking grant funding from the following sources: A. Minnesota Job Creation Fund for up to $175,000 B. Minnesota Investment Fund for up to $250,000 12.8 The EDA acknowledges Buyer would not proceed with the development of the Property but for the subsidy offered by the City. 12.9 Remedies. If the Minimum Improvements are timely completed but Buyer 17 fails to meet the goals described in Section 12.5 A. and C. and subject to the notice and cure provisions of this Agreement, Buyer shall comply with the remedies described in Section 12.10 or 12.11, as the case may be. Those provisions include (among other things) repayment of up to the Subsidy Amount, all under the terms and conditions described in those sections. 12.10 If the Minimum Improvements are timely completed but Buyer fails to meet the five-year operation goals in Section 12.5 C., the total Subsidy Amount will be prorated by the portion of the five-year period lapsed as of the date of default. In that event, as the EDA’s sole and exclusive remedy for the failure of the goals described in Section 12.5 C. herein, as liquidated damages and not a penalty, and in lieu of all other remedies at law or in equity, Buyer must pay to the EDA a prorated portion of the $425,000.00 Subsidy Amount (allocated to the time remaining in the five-year operation period), together with 2.5% interest on the prorated amount the rate described in the Business Subsidy Act, accrued from the date of violation (i.e., ending operation of the Minimum Improvements) through the date of payment (the “Liquidated Damages”); 12.11 If the Minimum Improvements are not timely completed as provided in Section 12.5 B., EDA shall have the remedies set forth in Section 12.12. 12.12 Buyer agrees and understands that it may not receive a business subsidy from the EDA or any grantor for Property (as defined in the Business Subsidy Act) for a period of five (5) years from the date of the failure or until the Buyer satisfies its repayment obligation under this Section, if any. 12.13 Reports. Buyer must submit to the EDA a written report regarding business subsidy goals and results by no later than March 1 of each year, commencing March 1, 2022 and continuing until the later of: A. The date the goals stated Section 12.5 are met; B. 30 days after expiration of the five-year period described in Section 12.5; or C. If the goals are not met, the date the subsidy is repaid in accordance with Section 12.10. The report must comply with Section 116J.994, subdivision 7 of the Business Subsidy Act. 12.14 The EDA will provide information to Buyer regarding the required forms. If Buyer fails to timely file any report required under this Section, the EDA will mail Buyer a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, Buyer fails to provide a report, Buyer must pay to the EDA a penalty of $100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this Section is $1,000. 18 13. Prohibition Against Sale; Encumbrances. 13.1 Prohibition Against Sale of Minimum Improvements. Buyer represents and agrees that its use of the Property and its other undertakings pursuant to the Agreement, are, and will be, for the purpose of development of the Property and not for speculation in land holding. Buyer further recognizes that in view of the importance of the construction of the Minimum Improvements on the Property to the general welfare of the City and the substantial assistance that has been made available by the EDA for the purpose of making such development possible, the fact that any act or transaction involving or resulting in a significant change in the identity of Buyer is of particular concern to the EDA. Buyer further recognizes that it is because of such qualifications and identity that the EDA is entering into the Agreement with Buyer, and, in so doing, is further willing to accept and rely on the obligations of Buyer for the faithful performance of all undertakings and covenants hereby by it to be performed. For the foregoing reasons, Buyer represents and agrees that, prior to the issuance of the Certificate of Completion, there shall be no sale of the Property or the Minimum Improvements by Buyer nor shall Buyer suffer any such sale to be made, without the prior written approval of the EDA. A. As security for the obligations of Buyer under this Agreement, Buyer represents and agrees that prior to the issuance of the Certificate of Completion, Buyer will maintain its existence as a Delaware limited liability company and shall not consolidate with or merge into another entity and shall not dissolve or otherwise dispose of all or substantially all of its assets except as permitted by this Agreement. Nothing herein shall prevent Buyer from selling or issuing additional membership interests in Buyer. Buyer and any entity succeeding to all or part of Buyer’s rights in the Minimum Improvements or any part under this Section (“Successor Developer”) may consolidate with or merge into another entity or sell or otherwise transfer to a company or limited liability company, or other legal entity, or an individual, all or any part of its interest in this Agreement and the Minimum Improvements and thereafter be discharged from liability hereunder to the extent of the interest so transferred, if Buyer or such Successor Developer, as applicable, is not in default of any of its material obligations under this Agreement, if the transferee company, limited liability company, entity or individual enters into a written agreement assuming all of the obligations of Buyer under this Agreement not retained by Buyer, if any, with respect and to the extent of the interest so transferred, in form and substance reasonably acceptable to the EDA, and the transferee company, limited liability company, entity or individual is financially capable of and has experience in performing the obligations of Buyer under this Agreement and is approved by the EDA. In the event of a consolidation, merger or sale in accordance with this subsection, Buyer or other transferor shall not be liable for any actions of the Successor Developer or purchaser or have any liability under this Agreement with respect to matters arising subsequent to such consolidation, merger or sale which relate to the interest so transferred. B. Buyer or any Successor Developer may not sell, transfer, lease or convey the Property and its rights and obligations under this Agreement with respect to such parcel to another entity, whether or not such Successor Developer is under common management and control with Buyer, or is related to Buyer, except in accordance with the terms of this 19 Agreement. Except as provided in Section 13.1 no such sale, transfer, conveyance or lease shall be effective or recognized for any purpose hereunder, unless: (1) The Successor Developer will assume all of Buyer’s obligation under any agreement relative to a credit provider and the Successor Developer is approved by the credit provider and enters into a written assumption agreement reasonably acceptable to the credit provider; and (2) The Successor Developer will assume all of Buyer’s financial obligations to the EDA and the Successor Developer is approved by the EDA and enters into a written assumption agreement in form and substance reasonably acceptable to the EDA. 13.2 Limitation Upon Encumbrance of Property. Prior to the issuance of the Certificate of Completion, except for financing approved by EDA pursuant to Section 6.1 (7), Buyer agrees not to engage in any financing creating any mortgage or other encumbrance or lien upon the Property or the Minimum Improvements, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attached to the Property or the Minimum Improvements, other than the liens or encumbrances directly and solely related to construction of the Minimum Improvements and approved by the EDA, which approval shall not be withheld or delayed unreasonably if the EDA determines that such lien or encumbrance will not threaten its security in the Property or the Minimum Improvements. 14. Events of Default. 14.1 Events of Default Defined. Each and every one of the following shall be an Event of Default under this Agreement: A. Failure by the EDA or Buyer to proceed to Closing on the Property after compliance with or the occurrence of all conditions precedent to Closing; B. Failure by Buyer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Section 10 of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay; C. Failure by Buyer to pay real estate taxes or special assessments on the Property and Minimum Improvements as they become due; D. Use by Buyer or others of the Minimum Improvements for purposes other than those contemplated and permitted by this Agreement; E. Transfer or Sale of the Property or the Minimum Improvements or any part thereof by Buyer in violation of Section 13.1 of this Agreement and without the prior written permission by the EDA; 20 F. If Buyer shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver; G. Failure by either party to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement; H. Failure to comply with the business subsidy requirements. 14.2 Remedies on Default. Whenever any Event of Default referred to in Section 14.1 of this Agreement occurs, the non-defaulting party may take any one or more of the following actions after providing 30 days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the Event of Default is by its nature incurable within 30 days, the defaulting party does not provide assurances to the non-defaulting party reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: A. Suspend its performance under this Agreement, including refusing to close on the Property, until it receives assurances from the defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure its default and continue its performance under this Agreement; B. Terminate or rescind this Agreement; C. If the default occurs prior to completion of the Minimum Improvements and remains uncured following the cure period, the EDA may withhold the Certificate of Completion; D. Take whatever action, including legal or administrative action, which may appear necessary or desirable to the non-defaulting party to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party under this Agreement. 14.3 Revesting Title in EDA on Failure to Commence Construction Subsequent to Conveyance to Buyer. Pursuant to Minn. Stat. §469.105 subd. 5, if Buyer fails to commence construction pursuant to this Agreement within one (1) year from the date of purchase, the EDA shall have the right to re-enter and take possession of the Property and to terminate the estate conveyed in the Deed to Buyer, it being the intent of this provision that the conveyance of the Property to Buyer shall be made upon and a deed containing a condition subsequent to the effect that in the event that Buyer fails to commence construction pursuant to this Agreement and fails to request and receive additional time for commencement, the EDA at is option, may declare a termination in favor of the EDA of the title and of all the rights and interests in and to the Property conveyed to Buyer. In such circumstances, all title, rights and interests of Buyer and any 21 assigns or successors in interest to and in the Property, shall revert to the EDA. If Buyer does commence construction pursuant to this Agreement within one year from the date of purchase, a Release of Right to Re-enter and Revest shall be filed with Office of the County Recorder or the Registrar of Titles in and for the County of Washington and State of Minnesota memorializing the commencement of Minimum Improvements and releasing Buyer from the EDA’s right to re-enter and take possession of the parcel and to terminate the estate conveyed in the Deed to Buyer pursuant to Minn. Stat. §469.105, subd. 5, although all additional covenants and provisions of this Agreement and the Deed shall remain in effect. 14.4 Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in the EDA of title to and/or possession of the Property or any part thereof as provided above, the EDA shall, pursuant to its responsibilities under law, use its best efforts to sell the Property or part thereof as soon and in such manner as the EDA shall find feasible to a qualified and responsible party, who will assume the obligation of making or completing Minimum Improvements or such other improvements in their stead as shall be satisfactory to the EDA in accordance with the uses specified for such parcel or part thereof. During any time while the EDA has title to and/or possession of a parcel obtained by reverter, the EDA will not disturb the rights of any tenants under any leases encumbering such parcel. Upon resale of the Property or any part thereof, the proceeds thereof shall be applied: A. First, to reimburse the EDA for all reasonable costs and expenses incurred by the EDA, including but not limited to brokerage fees, all taxes, assessments and water and sewer charges accrued with respect to the Property or part thereof prior to revesting of title; 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 the EDA or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Buyer, or Successor Developer; any expenditures made or obligations incurred by EDA with respect to the making or completion of the Minimum Improvements; and any amounts otherwise owing the EDA by Buyer or its Successor Developer; and B. Second, to reimburse Buyer or Successor Developer, up to the amount equal to (i) the Purchase Price paid by Buyer; plus (ii) the amount actually invested by it in making any of the subject improvements on the Property or part thereof, less (iii) any gains or income withdrawn or made by it from the Agreement or the Property. C. Any balance remaining after such reimbursements shall be retained by the EDA as its property. Nothing in this Section 14 shall in any way affect or diminish Buyer’s right to terminate this Agreement in accordance with Section 6.1. 14.5 No Remedy Exclusive. Except as otherwise stated in Section 12.10, no right or remedy herein conferred upon or reserved to the parties is intended to be exclusive 22 of any other available right or remedy herein or provided by law, but each and every such remedy shall be cumulative and shall be in addition to every other right or remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the EDA or Buyer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in Section 14.2 of this Agreement. 14.6 No Additional Waiver Implied by One Waiver. In the event any covenant or agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 15. Warranties and Representations. 15.1 By EDA. EDA warrants and represents the following to Buyer, and acknowledges that Buyer 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 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 EDA’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 EDA’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, 23 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 Buyer obtaining all the Approvals. D. To EDA’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 EDA’s knowledge, there are no wells or sewage treatment systems located on any portion of the Property. To EDA’s knowledge, there has been no methamphetamine production on or about any portion of the Property. To EDA’s knowledge, the sewage generated by the Property, if any, goes to a facility permitted by the Minnesota Pollution Control Agency and there is no “individual sewage treatment system” (as defined in Minnesota Statutes § 115.55, Subd. 1(g)) located on the Property. G. EDA is not a “foreign person,” “foreign corporation,” “foreign trust,” “foreign estate” or “disregarded entity” as those terms are defined in Section 1445 of the Internal Revenue Code. H. To EDA’s 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 EDA’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 the Property. “Environmental Law” shall mean (a) the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. § 9601-9657, as amended, or 24 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. “Hazardous Substances” shall mean 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 defined as “hazardous substances,” “toxic substances,” “hazardous waste,” “pollutants or contaminants” or similar substances under any Environmental Law. I. To the EDA’s knowledge, there are no leases, tenancies unrecorded agreements or other contracts of any nature or type relating to, affecting or serving the Property that will not be terminated as of the Closing Date. EDA agrees to use its best efforts to close on the acquisition of the Property from Owner on or before the Closing Date. J. There will be no indebtedness or sums due attributable to the Property which will remain unpaid after the Closing Date. As used in this Agreement, the term “to EDA’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 EDA Executive Director. The representations, warranties and other provisions of this Section 15.1 shall survive Closing; provided, however, EDA shall have no liability with respect to any breach of a particular representation or warranty if Buyer 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 Buyer has actual knowledge of EDA’s breach thereof prior to Closing and Buyer consummates the acquisition of the Property as provided herein. Buyer 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 the Property, including 25 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 EDA to Buyer, or any other matter or item regarding the Property. Buyer agrees that except as expressly specified in this Agreement and/or in any documents executed and delivered by the EDA at Closing, Buyer shall accept the Property and acknowledges that the sale of the Property as provided for herein is made by EDA on an “AS IS,” “WHERE IS,” and “WITH ALL FAULTS” basis. Buyer is an experienced purchaser of property such as the Property and Buyer 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. 15.2 By Buyer. Buyer 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. Buyer is a Delaware limited liability company, duly organized and in good standing under the laws of Delaware and is not in violation of any provisions of its company documents or its operating agreement. Buyer 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 Buyer 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 Buyer, (b) violate or contravene any provision of the articles of incorporation or bylaws of Buyer, 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 Buyer is a party or by which it or any of its properties may be bound. C. Buyer has paid the Earnest Money to the EDA. D. Buyer has received no notice or communication from any local, state or federal official that the activities of the Buyer or the EDA on the Property may be or will be in violation of any environmental law or regulation. Buyer is aware of no facts, the existence of which would cause it to be in violation of any local, state, or federal environmental law, regulation or review procedure or which give any person a valid claim under any of the foregoing. E. Buyer will complete the Minimum Improvements in accordance with all local, state, federal laws or regulations. F. Buyer will obtain, in a timely manner, all required permits, licenses, insurance, and approvals, and will meet, in a timely manner, all requirements of all 26 applicable local, state, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed or acquired. G. Buyer shall have satisfied the terms and conditions contained in this Agreement prior to the Maturity Date or posted surety bonds for future fulfillment of all requirements contained in this Agreement. H. Buyer shall cooperate with EDA with respect to any litigation, other than litigation in which EDA and Buyer are adverse parties, commenced with respect to the Minimum Improvements. I. Whenever any Event of Default occurs and EDA employs attorneys or incurs other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of Buyer under this Agreement, Buyer agrees that Buyer shall, within ten (10) days of written demand by EDA, pay to EDA the reasonable fees for attorneys and consultants and other expenses so incurred by EDA, including those costs incurred in the negotiation, preparation and implementation of this Agreement. The requirements of this provision shall survive any termination of this Agreement. The representations, warranties and other provisions of this Section 15.2 shall survive Closing. 16. Additional Obligations of EDA. 16.1 Condition of the Property at Closing. Prior to Closing, the Property shall be operated in the ordinary course consistent with previous practice. On the Closing Date, EDA shall deliver to Buyer exclusive vacant possession of the Property, free and clear of any personal property, surface waste and surface debris of any kind. 16.2 Further Assurances. From and after the Closing Date, EDA agrees to execute, acknowledge and deliver to Buyer such other documents or instruments of transfer or conveyance as may be reasonably required to carry out its obligations pursuant to this Agreement. 17. Additional Provisions. 17.1 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. 27 17.2 Notice. Except as otherwise provided in this Agreement, 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: Jennifer Levitt, EDA Executive Director with a copy to: City of Cottage Grove 12800 Ravine Parkway South Cottage Grove, MN 55016 Attn: Jennifer Levitt, City Administrator 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 Buyer: Airgas USA, LLC Attn: Glenn G. Schumacher Sr. Business Developer – On-Sites Plants 2832 N. Racine Avenue Chicago, IL 60657 Ph: 773-368-7283 Email: glenn.schumacher@airgas.com With a copy to: Airgas, Inc. Attn: Susan R. Miller Associate General Counsel 259 N. Radnor Chester Road, Suite 100 Radnor, PA 19087 Email: susan.r.miller@airgas.com AND Larkin Hoffman Attn: Brandi S. Kerber 8300 Norman Center Drive, Suite 1000 Minneapolis, MN 55437-1060 Email: bkerber@larkinhoffman.com 28 17.3 Tax-Free Exchange. A. Buyer and EDA agree that, in furtherance of a so-called like-kind exchange (a “Seller Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended, EDA may assign (and Buyer agrees to sign a notice acknowledging such assignment) its interest under this Agreement to an intermediary or an exchange accommodation titleholder (a “Sale Intermediary”) to act in place of the EDA as the seller of the Property. Such an assignment shall be made in writing by the EDA. Upon assignment of this Agreement to a Sale Intermediary and that Sale Intermediary’s written assumption of EDA’s obligations under this Agreement, the Sale Intermediary shall be substituted for EDA as the seller of the Property. Buyer agrees to accept all required performance of EDA’s obligations under this Agreement and any escrow instructions from the Sale Intermediary and to render its performance of all of its obligations to the Sale Intermediary. Notwithstanding such assignment, EDA shall execute and deliver its Deed and all other documents required hereunder to convey its interest in the Property owned by EDA. Buyer agrees that performance by the Sale Intermediary will be treated as performance by EDA, and EDA agrees that Buyer’s performance to the Sale Intermediary will be treated as performance by Buyer. In the event that EDA designates a Sale Intermediary, EDA shall unconditionally guarantee (and this paragraph shall suffice as EDA’s written guaranty for such purpose) the full and timely performance by the Sale Intermediary of each and every one of the representations, warranties, indemnities, obligations and undertakings of the Sale Intermediary pursuant to this Agreement and any escrow instructions (or amendments). As guarantor, EDA shall be treated as a primary obligor with respect to these representations, warranties, indemnities, obligations and undertakings, and, in the event of breach, Buyer may proceed directly against EDA on this guarantee without the need to join the Sale Intermediary as a party to the action against EDA. EDA unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, indemnities, obligations and undertakings directly. Buyer further agrees that any representations, warranties (whether explicit or implied), indemnities, obligations and undertakings made to EDA or the Sale Intermediary in connection with this transaction shall be treated as made directly to EDA and shall be fully enforceable by EDA, notwithstanding EDA’s assignment to a Sale Intermediary. In the event of the breach of any representations, warranties, obligations and undertakings by EDA or the Sale Intermediary or in the event of any claim upon any indemnity of EDA or the Sale Intermediary (whether the representation, warranty, indemnity, obligation or undertaking is express or implied), Buyer’s exclusive recourse shall be against EDA; Buyer shall have no recourse of any type against the Sale Intermediary arising from this transaction, except for such Sale Intermediary’s gross negligence or willful misconduct. B. Buyer and EDA agree that, in furtherance of a so-called like-kind exchange (a “Buyer Exchange”) under Section 1031 of the Internal Revenue Code 29 of 1986, as amended, Buyer may assign (and EDA agrees to sign a notice acknowledging such assignment) this Agreement to an intermediary or an exchange accommodation titleholder (a “Purchase Intermediary”) to act in place of Buyer as the purchaser of the Property. Such an assignment shall be made in writing by Buyer. Upon assignment of this Agreement to a Purchase Intermediary and that Purchase Intermediary’s written assumption of Buyer’s obligations under this Agreement, the Purchase Intermediary shall be substituted for Buyer as the purchaser of the Property. EDA agrees to convey the Property to the Purchase Intermediary and to render its performance of all of its obligations to the Purchase Intermediary. EDA agrees that performance by the Purchase Intermediary will be treated as performance by Buyer, and Buyer agrees that EDA’s performance to the Purchase Intermediary will be treated as performance to Buyer. In the event that Buyer designates a Purchase Intermediary, Buyer shall unconditionally guarantee (and this paragraph shall suffice as such Buyer’s written guaranty for such purpose) the full and timely performance by the Purchase Intermediary of each and every one of the representations, warranties, indemnities, obligations and undertakings of the Purchase Intermediary pursuant to this Agreement and any escrow instructions (or amendments). As guarantor, Buyer shall be treated as a primary obligor with respect to these representations, warranties, indemnities, obligations and undertakings, and, in the event of breach, EDA may proceed directly against Buyer on this guarantee without the need to join the Purchase Intermediary as a party to any action against Buyer. Buyer unconditionally waives any defense that it might have as guarantor that it would not have if it had made or undertaken these representations, warranties, indemnities, obligations and undertakings directly. EDA further agrees that any representations, warranties (whether explicit or implied), indemnities, obligations and undertakings that is made to Buyer or the Purchase Intermediary in connection with this transaction shall be treated as made directly to Buyer and shall be fully enforceable by Buyer, notwithstanding Buyer’s assignment to a Purchase Intermediary. In the event of the breach of any representations, warranties, obligations and undertakings by Buyer or the Purchase Intermediary or in the event of any claim upon any indemnity of Buyer or the Purchase Intermediary (whether the representation, warranty, indemnity, obligation or undertaking is express or implied), EDA’s exclusive recourse shall be against the Buyer; EDA shall have no recourse of any type against the Purchase Intermediary arising from this transaction, except for such Sale Intermediary’s gross negligence or willful misconduct. C. Buyer agrees, at no cost or expense to Buyer, to cooperate fully with EDA to accomplish the Seller Exchange. D. EDA agrees, at no cost or expense to EDA, to cooperate fully with Buyer to accomplish the Buyer Exchange. 17.4 EDA Representatives Not Individually Liable. No member, official, or employee of the EDA shall be personally liable to Buyer, or any successor in interest, in the event of any default or breach by the EDA or for any amount which may become due 30 to Buyer or successor or on any obligations under the terms of the Agreement. 17.5 Equal Employment Opportunity. Buyer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement, it will comply with all applicable equal employment and nondiscrimination laws and regulations. 17.6 Restrictions on Use. Buyer, for itself and its successors and assigns, agrees to devote the Property and Minimum Improvements only to such land use or uses as may be permissible under the City’s land use regulations. 17.7 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. 17.8 Binding Effect; Survival. The provisions of this Agreement and the representations, warranties and indemnities contained herein shall survive the execution and delivery of the Deed and the conveyance thereunder, shall not be merged therein, and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 17.9 Disclaimer of Relationships. Buyer acknowledges that nothing contained in this Agreement nor any act by EDA or Buyer shall be deemed or construed by Buyer or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner, or joint venture between EDA and Buyer. 17.10 Buyer’s Assignment. Buyer may assign this Agreement without the prior written consent of the EDA (but with written notice to EDA). No assignment shall relieve Buyer from its obligations under this Agreement. 17.11 Governing Law. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 17.12 Rules of Interpretation. The words “herein” and “hereof” and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. 17.13 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 counterpart. Facsimile or “PDF” signatures on this Agreement shall be treated as originals until the actual original signatures are obtained. 31 17.14 Represented by Counsel. Each party has been represented and advised by counsel in the transaction contemplated hereby. 17.15 Titles of Sections. Any titles of the Sections, or any subsections, of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 17.16 Recording. The parties agree that this document shall be recorded against the Property at the Washington County Recorder’s Office. 17.17 Time of the Essence. Time is of the essence of this Agreement. \[remainder of page intentionally blank\] 32 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 ________________________________ Jennifer Levitt Its Executive Director 33 CITY OF COTTAGE GROVE By: Myron Bailey Its Mayor By: Joseph Fischbach Its City Clerk 34 AIRGAS USA, LLC: By: Name: Its: 35 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in Washington County, Minnesota legally described as follows: Lot 1, Block 1, Lake Flora A-1 EXHIBIT B ALTA SURVEY B-1 EXHIBIT C PLAT C-1 EXHIBIT D PRELIMINARY PLANS D-1 EXHIBIT E FORM OF CERTIFICATE OF COMPLETION WHEREAS, the Cottage Grove Economic Development Authority (the “Grantor”), by a deed recorded in the office of the County Recorder in Washington County, Minnesota, as Document No. __________, has conveyed to Airgas USA, LLC, a Delaware limited liability company (the “Grantee”), the following described land in County of Washington and State of Minnesota, to-wit: (to be completed prior to execution) and WHEREAS, said deed was executed pursuant to that certain Purchase Agreement by and between the Grantor and the Grantee dated the ____ day of _______, and recorded in the office of the County Recorder in Washington County, Minnesota, as Document No. , which Purchase Agreement contained certain covenants and restrictions regarding completion of the Minimum Improvements; and WHEREAS, said Grantee has performed said covenants and conditions in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements specified to be done and made by the Grantee has been completed and the covenants and conditions in the Purchase Agreement have been performed by the Grantee therein, and the County Recorder in Washington County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Minimum Improvements. Dated: ______________, ____. COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Myron Bailey Its President By Jennifer Levitt Its Executive Director E-1 STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2019 by Myron Bailey and Jennifer Levitt, the President and Executive Director respectively, of the Cottage Grove Economic Development Authority, a public body corporate and politic organized and existing under the Constitution and laws of Minnesota, on behalf of the EDA. Notary Public E-2 EXHIBIT F FORM OF DEVELOPMENT PROPERTY DEED THIS INDENTURE, between the Cottage Grove Economic Development Authority, a public body corporate and politic organized and existing under the constitution and laws of Minnesota (the “Grantor”), and Airgas USA, LLC, a Delaware limited liability company (the “Grantee”). WITNESSETH, that Grantor, in consideration of the sum of $1,211,839.00 and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby grant, bargain, general warranty and convey to the Grantee, their heirs and assigns forever, all the tract or parcel of land lying and being in the County of Washington and State of Minnesota described as follows, to-wit (such tract or parcel of land is hereinafter referred to as the “Property”): Lot 1, Block 1, Lake Flora To have and to hold the same, together with all the hereditaments and appurtenances thereunto belonging in now or hereafter pertaining, to the said Grantee, their heirs and assigns, forever, Provided: SECTION 1 It is understood and agreed that this Deed is subject to the covenants, conditions, restrictions and provisions of an agreement entered into between the Grantor and Grantee on the _______ day of ________________, 2019 identified as “Purchase Agreement” (hereinafter referred to as the “Agreement”) and that the Grantee shall not convey the Property, or any part thereof, without the consent of the Grantor, until a Certificate of Completion of this Agreement as to the Property or such part thereof then to be conveyed, has been placed of record with Washington County. This provision, however, shall in no way prevent the Grantee from mortgaging this Property in order to obtain funds for the purchase of Property hereby conveyed and from erecting improvements in conformity with the Agreement, any applicable redevelopment plan and applicable provisions of the Zoning Ordinance of the City of Cottage Grove, Minnesota. It is specifically agreed that the Grantee shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the Minimum Improvements thereon, as provided in the Agreement. Promptly after completion of the improvements in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument so certifying. Such certification by the Grantor shall be (and it shall be so provided in the certification itself) a conclusive determination of the satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of the Grantee, and their heirs and assigns, to construct the improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or F-1 satisfaction of any obligation of the Grantee to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the purchase of the Property hereby conveyed or the improvements, or any part thereof. All certifications provided for herein shall be in such form as will enable them to be recorded with the County Recorder, or Registrar of Titles, Washington County, Minnesota. If the Grantor shall refuse or fail to provide any such certification in accordance with the provisions of the Agreement and this Deed, the Grantor shall, within thirty (30) days after written request by the Grantee, provide the Grantee with a written statement indicating in adequate detail in what respects the Grantee has failed to complete with the improvements in accordance with the provisions of the Agreement or is otherwise in default, and what measures or acts will be necessary, in the opinion of the Grantor, for the Grantee to take or perform in order to obtain such certification. SECTION 2 In the event the Grantee herein shall, prior to the recording of the certificate of completion referred to above: a. Fail to begin construction of the improvements provided for in this Deed and the Agreement in conformity with the Agreement and such failure is not due to Unavoidable Delays and is not cured within thirty (30) days after written notice to do so, or such other amount of time as may be commercially reasonable; or b. Default in or violate its obligations with respect to the construction of the improvements provided for in this Deed and the Agreement, or shall abandon or substantially suspend construction work, and such default, violation or failure is not due to Unavoidable Delays and any default or violation, abandonment or suspension is not cured, ended or remedied within thirty (30) days after written demand by the Grantor to do so; or c. Fail to pay real estate taxes or assessments on the Property or any part thereof when due, or shall place thereon any encumbrance or lien unauthorized by the Agreement with the Grantor, or shall suffer any levy or attachment to be made, or any mechanic’s liens, or any other unauthorized encumbrances or liens to attach, and such taxes or assessments shall not have been paid or the encumbrance or lien removed or discharged, or provisions satisfactory to the Grantor made for such payments, removal or discharge, within 30 days after written demand by the Grantor to do so; provided, that if the Grantee shall first notify the Grantor of his intention to do so, it may in good faith contest any mechanic’s or other lien filed or established and in such event the Grantor shall permit such mechanic’s or other lien to remain undischarged and unsatisfied during the period of such contest and any appeal, but only if the Grantee provides the Grantor with a bank letter of credit or other security in the amount of the lien, in a form satisfactory to the Grantor pursuant to which the bank will pay to the Grantor the amount of any lien in the event that the lien is finally determined to be valid and during the course of such contest the Grantee shall keep the EDA informed respecting the status of such defense; or F-2 d. Cause, in violation of the Agreement or of this Deed, any transfer of the Property or any part thereof, and such violation shall be not cured within sixty (60) days after written demand by the Grantor to the Grantee; or e. Fail to comply with any of its other covenants under the Agreement and fail to cure any such noncompliance within thirty (30) days after written demand to do so; or f. Default under the terms of a mortgage loan authorized by the Agreement and the holder of the mortgage exercises any remedy provided by the mortgage documents or exercises any remedy provided by law or equity in the event of a default in any of the terms or conditions of the mortgage; then the Grantor shall have the right to re-enter and take possession of the Property and to terminate and revest in the Grantor the estate conveyed by this Deed to the Grantee, their heirs or successors in interest, but only if the events stated in Section 2(a-f) have not been cured within the time periods provided above, or if the events cannot be cured within such time periods, and the Grantee does not provide assurances to the EDA, reasonably satisfactory to the EDA, that the events will be cured as soon as reasonably possible. The Grantor certifies that the Grantor does not know of any wells on the described real property. SECTION 3 The Grantee agrees for themselves and their heirs and assigns to or of the Property or any part thereof, hereinbefore described, that the Grantee and such heirs and assigns shall: a. Devote the Property to, and only to and in accordance with, the uses specified in any applicable redevelopment plan as amended and extended; b. Not discriminate on the basis of race, color, creed, national origin, age or sex in the sale, lease, rental or in the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof. It is intended and agreed that the above and foregoing agreements and covenants shall be covenants running with the land, and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided in this Deed, be binding, to the fullest extent permitted by law and equity for the benefit and in favor of, and enforceable by, the Grantor against the Grantee, their heirs and assigns, and every successor in interest to the Property, or any part thereof or any interest therein, and any party in possession or occupancy of the Property or any part thereof. In amplification, and not in restriction of, the provisions of the preceding section, it is intended and agreed that the Grantor shall be deemed beneficiary of the agreements and covenants provided herein. Such agreements and covenants shall run in favor of the Grantor without regard to whether the Grantor has at any time been, remains, or is an owner of any land or interest therein to, or in favor of, which such agreements and covenants relate. The Grantor shall have the right, F-3 in the event of any breach of any such agreement or covenant to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled. Grantor shall be entitled to recover the costs for such enforcement, including attorneys’ fees. SECTION 4 This Deed is also given subject to: a. Provision of the ordinances, building and zoning laws of the City of Cottage Grove, state and federal laws and regulations in so far as they affect this real estate. b. Taxes payable subsequent to the date of this conveyance. \[Remainder of page intentionally blank\] F-4 IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its behalf by its President and Executive Director and has caused its corporate seal to be hereunto affixed this _______ day of ___________________, 2019. COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By: ____________________________________ Myron Bailey Its: President By: ____________________________________ Jennifer Levitt Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2019 by Myron Bailey and Jennifer Levitt, the President and Executive Director respectively, of the Cottage Grove Economic Development Authority, a public body corporate and politic organized and existing under the Constitution and laws of Minnesota, on behalf of the EDA. ____________________________________ Notary Public This instrument was drafted by: SEND TAX STATEMENT TO: Korine L. Land, #262432 LeVander, Gillen & Miller, P.A. 633 South Concord Street, Suite 400 South St. Paul, MN 55075 651-451-1831 TITLE NOT EXAMINED F-5 COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY WASHINGTON COUNTY STATE OF MINNESOTA RESOLUTION NO. EDA 2019-003 RESOLUTION REGARDING AN APPLICATION BY UP AIRGA USA, LLC FOR MINNESOTA INVESTMENT FUNDS BE IT RESOLVED that the City of Cottage Grove Economic Development Authority (EDA) act as the legal sponsor for the project contained in the Minnesota Investment Fund Application to be submitted on or about February 12, 2019 and that EDA President and EDA Executive Director are hereby authorized to apply to the Department of Employment and Economic Development for funding of this project on behalf of Airgas USA, LLC. BE IT FURTHER RESOLVED that the EDA is the legal authority to apply for financial assistance, and the institutional, managerial, and financial capability to administer the proposed project. BE IT FURTHER RESOLVED that the EDA has not violated any Federal, State, or local laws pertaining to fraud, bribery, kickbacks, collusion, conflict of interest or other unlawful or corrupt practice. BE IT FURTHER RESOLVED that upon approval of its application by the State, the EDA may enter into a Grant Contract with the State of Minnesota for the approved project, and that City of Cottage Grove Economic Development Authority certifies that it will comply with all applicable laws, statutes, regulations and rules as stated in the Grant Contract and described in the Project Compliance Certification of the Application. AS APPLICABLE, BE IT FURTHER RESOLVED that the EDA has obtained credit reports and credit information on Airgas USA, LLC. Upon review by the EDA and EDA’s Legal Counsel, LeVander, Gillen, and Miller, P.A., no adverse findings or concerns regarding, but not limited to, tax liens, judgments, court actions, and filings with state, federal and other regulatory agencies were identified. Failure to disclose any such adverse information could result in revocation or other legal action. NOW, THEREFORE BE IT RESOLVED that EDA President Myron Bailey and EDA Executive Director Jennifer Levitt, or their successors in office, are hereby authorized to execute the Grant Contract and amendments, thereto, as are necessary to implement the project on behalf of the EDA. I CERTIFY THAT the above resolution was adopted by the EDA on February 12, 2019. SIGNED: _____________________________ ________ Myron Bailey, EDA President Date ____________________________________ _________ Jennifer Levitt, EDA Executive Director Date WITNESSED: ___________________________ _________ Notary Date COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY WASHINGTON COUNTY STATE OF MINNESOTA RESOLUTION NO. EDA 2019-004 RESOLUTION IN SUPPORT OF A JOB CREATION FUND APPLICATION IN CONNECTION WITH AIRGAS USA, LLC WHEREAS, the City of Cottage Grove Economic Development Authority (the "EDA") of Cottage Grove, MN, desires to assist Airgas USA, LLC, a single-source gas supplier and manufacturer, which is proposing to construct a facility in the City; and WHEREAS, the EDA understands that Airgas USA, LLC, through and with the support of the EDA, intends to submit to the Minnesota Department of Employment and Economic Development an application for an award and/or rebate from the Job Creation Fund Program; and, WHEREAS, the EDA held a meeting on February 12, 2019, to consider this matter. NOW, THEREFORE, BE IT RESOLVED that, after due consideration, the EDA President and EDA Executive Director of the EDA hereby express their approval of the project proposed by Airgas USA, LLC and its application for an award and/or rebate from the Job Creation Fund Program. ________________________________________ Myron Bailey, EDA President ATTEST: ________________________________________ Jennifer Levitt, EDA Executive Director