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Home My WebLink About4.3c Letter to Gardenworld re ROFRLEVANDER, GILLEN & MILLER, P.A. ATTORNEYS AT LAW Established in 1929 November 2, 2021 David Van der Sman, Manager Belijah L.L.C. 9725 Hemmingway Avenue South Cottage Grove, MN 55016 RE: Right of First Refusal Our File No. 33000.09034 Dear Mr. Van der Sman: TIMOTHY J. KUNTZ ANGELA M. LUTZ AMANN KORINE L. LAND DONALD L. HOEFT BRIDGET McCAULEY NASON PETER G. MIKHAIL SCOTT M. LUCAS DAVID L. SIENKO AARON S. PRICE CASSANDRA C. WOLFGRAM AMANDA J. JOHNSON CHRISI'OPHER J. KRADLE GRETA L. BJERKNESS As you may be aware, Belijah L.L.C. ("Belijah") entered into (1) an Assignment of Purchase Agreement in 2015 for a Purchase Agreement with the Cottage Grove Economic Development Authority ("EDA") dated December 8, 2015, (2) Amendment to Purchase Agreement dated March 29, 2016, (3) Second Amendment to Purchase Agreement dated May 11, 2016, (4) Third Amendment to Purchase Agreement dated May 18, 2016 and (5) Fourth Amendment to Purchase Agreement dated June 11, 2019 (collectively "Agreement"), for the current Belijah property. At the time of the Agreement, Belijah was interested in the possibility of expanding to the vacant 5 acre parcel located directly south of the Belijah property and to that end, secured a eight of first refusal in the Agreement. Here is the language from the Agreement: 25. Inquiry to Purchase Parcel 2. Upon receipt of an inquiry to purchase Parcel 2 made to the EDA, the EDA shall immediately notify Buyer of the inquiry and provide Buyer the option to purchase Parcel 2 from the EDA upon completion of the sale from Owner. Buyer shall have five (5) days to notify the EDA whether or not Buyer desires to purchase Parcel 2 from EDA for Two Dollars and 35/100ths ($2.35), multiplied by approximately 218,700 square feet of Parcel 2, which shall be adjusted to reflect the actual square footage of Parcel 2. In the event that Buyer elects not to purchase Parcel 2 from the EDA, Buyer shall execute a cancellation of its option to purchase Parcel 2, terminating any interest Buyer may have in Parcel 2 pursuant to this Purchase Agreement or otherwise. Attached is Exhibit B to the Agreement for reference. 633 SOUTH CONCORD STREET •SUITE 400 •SOUTH SAINT PAUL, MINNESOTA 55075 • 651-451 -1 831 •FAX 651-450-7384 OFFICE ALSO LOCATED [N WISCONSIN • WWW.LEVANDER.COM Belijah L.L.C. Page 2 November 2, 2021 The EDA recently received an offer from an interested buyer (Renewal by Andersen LLC) to purchase the property immediately to the south of your property. This offer includes Parcel 2. Attached is a depiction of that property. Please be advised that upon receipt of this letter, Belijah has 5 business days to exercise its option to purchase Parcel 2 identified on Exhibit B to the Agreement for $513,945, for cash at closing, which would occur on or before March 31, 2022. If Belijah is interested in exercising its option, please provide a letter to me within 5 business days indicting your intent to purchase. If Belijah is not interested in exercising its option, for your convenience, I have enclosed a Waiver of Right of First Refusal expressing that Belijah does not want to exercise its option, which you may execute and return in the envelope provided. If Belijah fails to exercise this option within 5 days, or executes and returns the enclosed Waiver, the EDA will pursue a Purchase Agreement with the interested buyer. Thanks for your cooperation. If you have. any questions, please do not hesitate to call me. Very truly yours, Korine L. Land Cottage Grove City Attorney KLL/crl Enclosures c: Jennifer Levitt, EDA Executive Director 5 Q R lrt x Zof ff) I I I ; I I I ( I I I ! � ,I i I Li rI rV in i _ I I 1 I _ I I . — — CO of � I� ' a ff E it It el 1 {y� , . 1 n IMzoJM �TNJAV iVMONIP\II S tf:p if It If .. ., o .. Depiction of Property ?4IN D" U�I S iz0.0 2 7.21.4'3. fII.1 OU1 0.027.21,43a0014 r,i 7. 2,0.02 7.21A4�4WllD k r _ _ GLENGRO% I V l -r _ 100TH__ST S _ WAIVER OF RIGHT OF FIRST REFUSAL This WAIVER OF RIGHT OF FIRST REFUSAL ("Waiver") is made and effective this day of , 2019 by Belijah L.L.C., a Minnesota limited liability company. ARTICLE 1 DEFINITIONS 1.1. Terms. The following terms, unless otherwise specifically defined in this Waiver, shall have the meanings as set forth below. 1.2. Belijah. "Belijah" means Belijah L.L.C., a Minnesota limited liability company, having its principal office at 9725 Hemmingway Avenue South, Cottage Grove, Minnesota 55010. 1.3. Belijah Purchase Agreement. "Belijah Purchase Agreement" means collectively the following: A. Assignment of Purchase Agreement between Gardenworld, Inc., a corporation under the laws of the State of Minnesota and Belijah L.L.C., a limited liability company under the laws of the State of Minnesota dated December 2015 for a Purchase Agreement made by the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, as Seller, and Gardenworld, Inc., as Purchaser, dated December 8, 2015; and B. Amendment to Purchase Agreement entered into as of March 29, 2016 by and between the Cottage Grove Economic Development Authority and Belijah; and C. Second Amendment to Purchase Agreement entered into as of May 11, 2016 by and between the Cottage Grove Economic Development Authority and Belijah; and D. Third Amendment to Purchase Agreement entered into as of the May 18, 2016 by and between the Cottage Grove Economic Development Authority and Belijah; and E. Fourth Amendment to Purchase Agreement entered into June 11, 2019 by and between the Cottage Grove Economic Development Authority and Belijah. 1.4. EDA. "EDA" means Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, having its principal office at 12800 Ravine Parkway South, Cottage Grove, Minnesota 55016. 1.5. Fee Owner. "Fee Owner" means Glendenning Farms, L.P., a Minnesota limited partnership, WAG Farms, Inc., a Minnesota corporation and Joan Glendenning Kennedy Family Limited Partnership, a Minnesota limited partnership. 1.6. Parcel 2. "Parcel 2" as legally described and depicted on Exhibit A, which is hereby incorporated by reference. ARTICLE II RECITALS 2.1. Sale of Real Property. Fee Owner has decided to and is in the process of entering into a Purchase Agreement with the EDA for Parcel 2. 2.2. Right of First Refusal. Under Section 25 of the Belijah Purchase Agreement, Belijah has a right of first refusal to purchase Parcel 2. 2.3. Election to Not Purchase the Real Property. Belijah is electing not to purchase Parcel 2. By this Waiver, Belijah is, in writing, waiving its right of first refusal under Section 25 of the Belijah Purchase Agreement to purchase Parcel 2 and therefore is cancelling the right of first refusal in the Belijah Purchase Agreement and terminating any interest Belijah may have in Parcel 2. ARTICLE III WAIVER OF RIGHTS 3.1. Acknowledgement that EDA has complied with Section 25 of the Belijah Purchase Agreement. Section 25 of the Belijah Purchase Agreement provides: 25. Inquiry to Purchase Parcel 2. Upon receipt of an inquiry to purchase Parcel 2 made to the EDA, the EDA shall immediately notify Buyer of the inquiry and provide Buyer the option to purchase Parcel 2 from the EDA upon completion of the sale from Owner. Buyer shall have five (5) days to notify the EDA whether or not Buyer desires to purchase Parcel 2 from EDA for Two Dollars and 35/100ths ($2.35), multiplied by approximately 218,700 square feet of Parcel 2, which shall be adjusted to reflect the actual square footage of Parcel 2. 2 In the event that Buyer elects not to purchase Parcel 2 from the EDA, Buyer shall execute a cancellation of its option to purchase Parcel 2, terminating any interest Buyer may have in Parcel 2 pursuant to this Purchase Agreement or otherwise. Belijah acknowledges that EDA has complied with Section 25 %J the Belijah Purchase Agreement. 3.2. Waiver of Right of First Refusal. Belijah does hereby waive its rights under Section 25 of the Belijah Purchase Agreement to purchase Parcel 2. Belijah consents to the Fee Owner and/or EDA selling and conveying Parcel 2 and agrees that Parcel 2 is not subject to any right of first refusal in favor of Belijah and specifically is not subject to the right of first refusal contained in Section 25 of the Belijah Purchase Agreement. 3.3. Recording. Belijah agrees that this Waiver may be recorded against Parcel 2. [remainder of page intentionally left blank] IN WITNESS WHEREOF, Belijah has executed this Waiver the day and year first set forth above. BELIJAH L.L.C. By: Its STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2021, by , the of Belijah L.L.C., a Minnesota limited liability company, on behalf of the limited liability company. Notary Public Korine Land, #262432 LeVander, Gillen, &Miller, P.A. 633 South Concord Street, Suite 400 South St. Paul, MN 55075 (651)451-1831 EXHIBIT A LEGAL DESCRIPTION OF PARCEL 2 Real property located in the County of Washington, State of Minnesota, legally described as follows: PARCEL 2 The North 200.00 feet of the West 950.00 feet of Outlot A, GLENGROVE INDUSRIAL PARK 7TH ADDITION, according to the recorded plat thereof, Washington County, Minnesota. A-1 I1 D' • 1 � 1'_ ' ' �'J B' EAIIBI I C DEPICTION OF REAL PROPERTY GLENGRO C1 c-1