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Home My WebLink About04-26-2021 EDACITY OF MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY MEETING AGENDA MOUNDS VIEW CITY HALL Monday, April 26, 2021 6:30 p.m. Virtual Meeting Please click the link below to join the webinar: https://us02web.zoom.us/j/82896257611?pwd=WTFuMkZ3Q0twZVl6YVVpTDlRclRwUT09 Passcode: 238914 Or iPhone one-tap : US: +16465588656,,82896257611# or +13017158592,,82896257611# Or Telephone: Dial(for higher quality, dial a number based on your current location): US: +1 646 558 8656 or +1 301 715 8592 or +1 312 626 6799 or +1 669 900 9128 or +1 253 215 8782 or +1 346 248 7799 or 833 548 0282 (Toll Free) or 877 853 5247 (Toll Free) or 888 788 0099 (Toll Free) or 833 548 0276 (Toll Free) Webinar ID: 828 9625 7611 1. CALL TO ORDER 2. ROLL CALL: President Mueller, Vice President Cermak, Commissioner Hull, Commissioner Meehlhause, Commissioner Bergeron 3. APPROVAL OF AGENDA 4. CONSENT AGENDA A. Approval of Minutes: April 12, 2021 5. PUBLIC COMMENT Citizens may speak to issues not on tonight’s agenda. Before speaking, please give your full name and address for the minutes. Also, please limit your comments to three minutes. 6. EDA BUSINESS A. PUBLIC HEARING & Consideration of Resolution 21-EDA-342, A Resolution Approving Purchase and Development Agreement and Conveyance of Property Located in Mounds View, Minnesota 7. REPORTS None 8. NEXT EDA MEETING: April 26, 2021 at 6:30 p.m. 9. ADJOURNMENT PROCEEDINGS OF THE MOUNDS VIEW EDA 1 CITY OF MOUNDS VIEW 2 RAMSEY COUNTY, MINNESOTA 3 4 Regular Meeting 5 April 12, 2021 6 Mounds View City Hall 7 2401 Mounds View Boulevard, Mounds View, MN 55112 8 9 10 1. CALL MEETING TO ORDER 11 12 President Mueller called the meeting to order at 6:30 p.m. Due to the COVID-19 pandemic this 13 meeting was held virtually. 14 15 2. ROLL CALL: President Mueller, Vice President Cermak, Commissioner Bergeron, 16 Commissioner Hull, Commissioner Meehlhause, and Executive Director Zikmund. 17 18 NOT PRESENT: None. 19 20 3. APPROVAL OF AGENDA 21 22 MOTION/SECOND: Meehlhause/Hull. To Approve the April 12, 2021, Agenda as presented. 23 24 A roll call vote was taken. 25 26 Ayes – 5 Nays – 0 Motion carried. 27 28 4. CONSENT AGENDA 29 30 A. March 22, 2021, EDA Minutes. 31 B. March 22, 2021, EDA Closed Minutes. 32 33 MOTION/SECOND: Hull/Meehlhause. To Approve the Consent Agenda as presented. 34 35 A roll call vote was taken. 36 37 Ayes – 5 Nays – 0 Motion carried. 38 39 5. PUBLIC COMMENT 40 41 None. 42 43 6. EDA BUSINESS 44 45 Mounds View EDA April 12, 2021 Regular Meeting Page 2 A. Resolution 21-EDA-341 Approving a Preliminary Development Agreement 1 with MWF Properties, LLC by the Mounds View Economic Development 2 Authority. 3 4 Assistant City Administrator Beeman requested the EDA approve a preliminary development 5 agreement with MWF Properties, LLC. He explained the EDA owns 3.5 acres of land and at the 6 March 22, 2021 EDA meeting, the Authority agreed to sell this land to MWF Properties for 7 $1.55 million. Staff reviewed the terms of the agreement in further detail and recommended 8 approval. It was noted the intent was to work towards a final agreement for the closing date 9 which was December 31, 2022. The agreement could be extended until December 31, 2023 in 10 order to receive proper affordable housing credits. 11 12 Chris Stokka, MWF Properties, commented he had a letter of intent with Bauer so he would be 13 moving forward with a purchase agreement. He explained the funding he was seeking was 14 similar to the grants he received for the Boulevard project. He stated he would be going through 15 Minnesota Housing this July. He was hopeful that one of the two projects would be selected on 16 the first go round. 17 18 President Mueller thanked Mr. Stokka for working with the adjacent property owners and 19 understanding their needs when moving forward with this project. 20 21 Commissioner Meehlhause commented on a recent article that was printed about the Ramsey 22 County HRA and their intent to assist with multi family housing. Mr. Stokka stated he would 23 look into this and explained the Ramsey County HRA helped with the Boulevard project. 24 25 Commissioner Meehlhause questioned when the sale of this property would be completed. 26 Assistant City Administrator Beeman reported the earliest MWF would break ground would be 27 the spring of 2022. 28 29 President Mueller encouraged MWF to speak with Ramsey County HRA to see if any assistance 30 was available for this project. 31 32 Executive Director Zikmund commented on a meeting he attended with Ramsey County City 33 Managers. He noted a competitive housing grant application process was discussed. He stated 34 this program would be highly advertised by the County and he anticipated these grants would be 35 extremely competitive. 36 37 MOTION/SECOND: Hull/Meehlhause. To Waive the Reading and Adopt Resolution 21-EDA-38 341, Approving a Preliminary Development Agreement with MWF Properties, LLC by the 39 Mounds View Economic Development Authority. 40 41 A roll call vote was taken. 42 Mounds View EDA April 12, 2021 Regular Meeting Page 3 1 Ayes – 5 Nays – 0 Motion carried. 2 3 7. REPORTS 4 5 None. 6 7 8. NEXT EDA MEETING: Monday, April 26, 2021 at 6:30 p.m. 8 9 9. ADJOURNMENT 10 11 President Mueller adjourned the meeting at 6:52 p.m. 12 13 Respectfully submitted, 14 15 16 Recorded and transcribed by: 17 Heidi Guenther 18 Minute Maker Secretarial 19 Item No: 6A Meeting Date: April 26, 2021 Type of Business: EDA Administrator review: _______ City of Mounds View Staff Report To: EDA President and Commissioners From: Brian Beeman, Assistant City Administrator Item Title/Subject: 21-EDA-342 A Resolution Approving Purchase and Development Agreement and Conveyance of Property Located in Mounds View, Minnesota Background At its February 22, 2021 meeting, the EDA authorized staff to proceed with the sale of EDA owned land to Bio Clean who is proposing to complete an expansion to their existing business located at 2151 Mustang Drive. They are seeking 45 feet from the EDA owned property. Staff has met with Bio Clean to determine the land price and additional fees which has been documented in the Purchase and Development Agreement. Discussion Kennedy & Graven, the EDA’s legal consultant, has prepared and published a Public Hearing Notice. A Public Hearing is required when selling public property. Both parties are in agreement on the sale price and Bio Clean is eager to move forward with their expansion project. Strategic Plan Create and Maintain a Positive Business Climate Where Businesses want to Locate and Remain in Mounds View. Recommendation Staff recommends that the EDA open then close the Public Hearing, then consider resolution 21-EDA-342 via a motion. ________________________ Brian Beeman Assistant City Administrator Attachment(s): 1. Public Hearing Notice for Sale of Public Property 2. 21-EDA-342 A Resolution Approving Purchase and Development Agreement The Mounds View Vision A Thriving Desirable Community 1 DOCSOPEN\MU205\50\713159.v5-4/6/21 NOTICE OF PUBLIC HEARING FOR THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY RELATING TO THE SALE OF LAND Due to Mayoral Declaration No. 2020-1, regarding a Declaration of a Local Emergency, this Public Hearing will be conducted remotely via internet and audio connections. A Call-in phone number, and internet video link will be published on the April 26, 2021 City Council Agenda, at https://nam12.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.moundsviewmn.org %2Fgovernment%2Fcity_council%2Fagendas_and_minutes.php&data=04%7C01%7Cjshort %40kennedy- graven.com%7C16a693d1c251480d019c08d8f94b2d64%7C5315bbc075f44c78bc3f34dc10408aa 5%7C0%7C0%7C637533448584488636%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjA wMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C1000&sdata=L57g UtnEcI9frPaYgic3jwGoDoX4fCtnmxXXniPx08c%3D&reserved=0. Comments and questions may be directed to Brian Beeman, (763) 717-4000, brian.beeman@moundsviewmn.org or 2401 Mounds View Boulevard, Mounds View, MN 55112, and will be provided to the City Council. Notice is hereby given that the Board of Commissioners of the Mounds View Economic Development Authority (the “EDA”) will hold a public hearing on April 26, 2021, at 6:30 p.m. in the council chambers at Mounds View City Hall, 2401 Mounds View Boulevard, Mounds View, Minnesota for the purpose of considering the proposed sale of part of one parcel of real property located in Ramsey County and legally described as follows: That part of the south 45.00 feet of the North Half of the Southeast Quarter of the Northeast Quarter of Section 17, Township 30, Range 23, Ramsey County, Minnesota, lying east of Lot 4, Block 1, MOUNDS VIEW INDUSTRIAL PARK, according to the recorded plat thereof, and lying west of the northwesterly extension of the east line of Lot 5 of said Block 1, to BIOCLEAN MOBILE WASH INC, a Minnesota business corporation, or an affiliate thereof, to be used as part of a building expansion to the existing BIOCLEAN facility. The EDA will consider the sale of the above-described property under Minnesota Statutes, Section 469.105. A summary of the terms and conditions of the land sale will be made available for public inspection at City Hall prior to the hearing. At the hearing, the EDA will meet to decide if the sale is advisable. Any persons wishing to express an opinion on the matters to be considered at the public hearing will be heard orally or in writing. Written comments may be provided prior to the hearing and should be addressed to: Mounds View Economic Development Authority, Mounds View City Hall, 2401 Mounds View Boulevard, Mounds View, Minnesota 55112. Dated: April 7, 2021. Nyle Zikmund , Executive Director 1 DOCSOPEN\MU205\50\716287.v3-4/22/21 EDA RESOLUTION 21-EDA-342 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA A RESOLUTION APPROVING PURCHASE AND DEVELOPMENT AGREEMENT AND CONVEYANCE OF PROPERTY LOCATED IN MOUNDS VIEW, MINNESOTA BE IT RESOLVED by the Board of Commissioners (the “Board”) of the Mounds View Economic Development Authority (the “Authority”) as follows: Section 1. Recitals. 1.01. The Authority is authorized pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (the “EDA Act”), to acquire and convey real property and to undertake certain activities to facilitate the development of real property by private enterprise. 1.02. The Authority is fee owner of certain real property in the city of Mounds View (the “City”), legally described in the attached Exhibit A (the “Property”). 1.03. To facilitate the development of housing on the Property, the Authority proposes to enter into a Purchase and Development Agreement (the “Contract”) between the Authority and BIOCLEAN MOBILE WASH INC. (the “Developer”), under which, among other things, the Authority will convey the Property to the Developer to construct an approximately 3,500 square foot addition to an existing facility, subject to certain terms and conditions. 1.04. The Authority has on April 26, 2021, and in accordance with Minnesota Statutes, Section 469.105, conducted a duly noticed public hearing regarding the sale of the Property to the Developer, at which all interested persons were given an opportunity to be heard. 1.05. The Authority finds and determines that conveyance of the Property to the Buyer is in the public interest and will further the objectives of its general plan of economic development, because it will provide an opportunity for increased development opportunities in the City and serve as an impetus for further development. 1.06. The Board has reviewed the Contract and finds that the execution thereof by the Authority and performance of the obligations thereunder are in the best interest of the Authority, the City and its residents. Section 2. Authorization. 2.01. The recitals set forth in this Resolution are incorporated into and made a part of this Resolution. 2 DOCSOPEN\MU205\50\716287.v3-4/22/21 2.02. The Board hereby approves the amended Contract in substantially the form presented to the Board on the date below, including the conveyance of the Property to Buyer under the terms and conditions of the Contract, and further subject to any modifications that do not alter the substance of the transaction and that are approved by the Authority’s attorney. 2.03. The proper Authority officials, staff and consultants are authorized to execute the Contract and take any and all other steps necessary or convenient in order to carry out the obligations under the Contract, as well as to fulfill the intent of this Resolution. Adopted on the 26th day of April, 2021. _________________________________ Carol A. Mueller, President Attest: ________________________________ Nyle Zikmund, Executive Director (SEAL) A-1 DOCSOPEN\MU205\50\716287.v3-4/22/21 EXHIBIT A Legal Description of the Property The legal description for the Development Property is tentative until such time that the Development Property is properly subdivided as set forth in Section 3.8 of the Purchase and Development Agreement. That part of the south 45.00 feet of the North Half of the Southeast Quarter of the Northeast Quarter of Section 17, Township 30, Range 23, Ramsey County, Minnesota, lying east of Lot 4, Block 1, MOUNDS VIEW INDUSTRIAL PARK, according to the recorded plat thereof, and lying west of the northwesterly extension of the east line of Lot 5 of said Block 1. DOCSOPEN\MU205\50\716385.v4-4/22/21 PURCHASE AND DEVELOPMENT AGREEMENT By and Between MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY and BIOCLEAN MOBILE WASH INC. This document drafted by: KENNEDY & GRAVEN, CHARTERED 150 South 5th Street, Suite 700 Minneapolis, MN 55402 (612) 337-9300 i DOCSOPEN\MU205\50\716385.v4-4/22/21 TABLE OF CONTENTS PAGE PREAMBLE .......................................................................................................................................... 1 ARTICLE I Definitions Section 1.1. Definitions .................................................................................................................... 1 Section 1.2. Rules of Interpretation ................................................................................................. 3 Section 1.3. Incorporation of Exhibits ............................................................................................. 3 Section 1.4. Incorporation of Recitals..........................................................................................4 ARTICLE II Representations and Warranties Section 2.1. Representations by the EDA ........................................................................................ 4 Section 2.2. Representations and Warranties by the Developer ...................................................... 4 Section 2.3. Representations Ongoing ............................................................................................. 5 Section 2.4. Mutual Indemnification ................................................................................................ 5 ARTICLE III Conveyance of Development Property; Public Improvements Section 3.1. Conveyance of the Development Property .................................................................. 5 Section 3.2. Condition of Title ......................................................................................................... 6 Section 3.3. Financing ...................................................................................................................... 6 Section 3.4. Representations ............................................................................................................. 7 Section 3.5. Environmental Testing; Remediation .......................................................................... 8 Section 3.6. Conditions Precedent to Conveyance ........................................................................... 8 Section 3.7. Closing; Delivery and Recording ................................................................................. 9 Section 3.8. Plat .............................................................................................................................. 10 Section 3.9. Zoning Issues; Planned Unit Development ............................................................... .10 Section 3.10. Early Start Agreement ................................................................................................ 10 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements .................................................................. 11 Section 4.2. Construction Plans ...................................................................................................... 11 Section 4.3. Commencement and Completion of Construction ..................................................... 11 Section 4.4. Certificate of Completion and Release of Forfeiture ................................................. 12 ii DOCSOPEN\MU205\50\716385.v4-4/22/21 PAGE ARTICLE V Insurance Section 5.1. Required Insurance ..................................................................................................... 12 Section 5.2 Evidence of Insurance ................................................................................................ 12 ARTICLE VI Collection of Taxes Section 6.1. Right to Collect Delinquent Taxes ............................................................................. 13 ARTICLE VII Prohibition Against Sale; Encumbrances; Indemnification Section 7.1. Prohibition Against Sale of Minimum Improvements ............................................... 13 Section 7.2. Limitation Upon Encumbrance of Development Property ........................................ 14 Section 7.3. Release and Indemnification Covenants .................................................................... 14 ARTICLE VIII Events of Default Section 8.1. Events of Default Defined .......................................................................................... 15 Section 8.2. Remedies on Default .................................................................................................. 15 Section 8.3. Revesting Interest in the EDA Upon Happening of Event of Default Subsequent to Conveyance to Developer ................................................................... 16 Section 8.4. Resale of Reacquired Development Property; Disposition of Proceeds ................... 16 Section 8.5. No Remedy Exclusive ................................................................................................ 17 Section 8.6. No Additional Waiver Implied by One Waiver ......................................................... 17 ARTICLE IX Additional Provisions Section 9.1. Conflict of Interests; Representatives Not Individually Liable ................................. 18 Section 9.2. Equal Employment Opportunity ................................................................................ 18 Section 9.3. Restrictions on Use ..................................................................................................... 18 Section 9.4. Provisions Not Merged With Deed; No Merger of Representations, Warranties ..... 18 Section 9.5. Notices and Demands ................................................................................................. 18 Section 9.6. Counterparts ................................................................................................................ 19 Section 9.7. Disclaimer of Relationships ....................................................................................... 19 Section 9.8 Release of Claims ....................................................................................................... 19 Section 9.9. Modifications and Waivers ........................................................................................ 19 Section 9.10. Restrictions on Use ..................................................................................................... 19 Section 9.11. Titles of Articles and Sections .................................................................................... 20 Section 9.12. Attorneys’ Fees ........................................................................................................... 20 Section 9.13. Governing Law; Venue .............................................................................................. 20 iii DOCSOPEN\MU205\50\716385.v4-4/22/21 PAGE Section 9.14. Entire Agreement ........................................................................................................ 20 Section 9.15. No Broker ................................................................................................................... 20 Section 9.16. Recording .................................................................................................................... 20 Section 9.17. Additional Documents ................................................................................................ 20 TESTIMONIUM ................................................................................................................................. 21 SIGNATURES .................................................................................................................................... 22 EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY EXHIBIT B DEVELOPER PROPOSAL EXHIBIT C FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE EXHIBIT D FORM OF QUIT CLAIM DEED 1 DOCSOPEN\MU205\50\716385.v4-4/22/21 PURCHASE AND DEVELOPMENT AGREEMENT This Purchase and Development Agreement (the “Agreement”) is made and entered into this 26th day of April, 2021, by and between the Mounds View Economic Development Authority, a public body corporate and politic under the laws of Minnesota, having its principal office at 2401 Mounds View Boulevard, Mounds View, Minnesota 55112 (the “EDA”) and BIOCLEAN MOBILE WASH INC., a Minnesota business corporation, having its principal office at 2151 Mustang Drive, Mounds View, Minnesota 55112 (the “Developer”). WITNESSETH: WHEREAS, the EDA is fee owner of the Development Property, as defined herein and legally described on Exhibit A attached hereto; and WHEREAS, the Developer has identified the Development Property as a desired location for development of an approximately 3,500 square foot expansion to an existing facility of Developer; and WHEREAS, the Developer has submitted such expansion proposal to the EDA (the “Developer Proposal”), as set forth in Exhibit B and incorporated herein by reference as if fully set forth in this Agreement, detailing the aforementioned project; and WHEREAS, the EDA has determined that the Developer Proposal is consistent with existing development in the area and contributes to the long-term vision of the community; and WHEREAS, the Development Property shall be conveyed by the EDA to the Developer for development purposes, pursuant to Minnesota Statutes, Section 469.105; and WHEREAS, the conveyance of the Development Property by the EDA to the Developer shall be subject to the terms and conditions contained in this Agreement, including without limitation, the following: a. The Development Property sales price is $77,000; b. The Developer, with the reasonable assistance of the EDA, shall plat the Development Property in accordance with local subdivision regulations; c. The Developer, with the reasonable assistance of the EDA, shall obtain all other applicable planning and zoning approvals; and d. Construction of the Minimum Improvements on the Development Property shall commence within one year of the Date of Closing, as defined herein. WHEREAS, the EDA believes that the development of certain land pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City of Mounds View and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements. 2 DOCSOPEN\MU205\50\716385.v4-4/22/21 NOW, THEREFORE, in consideration of the covenants and the mutual obligations contained herein, the EDA and the Developer hereby covenant and agree with each other as follows: ARTICLE I Definitions Section 1.1. Definitions. In this Agreement the following terms shall have the meanings given unless a different meaning clearly appears from the context: “Agreement” means this Agreement, as the same may be from time to time modified, amended, or supplemented. “Certificate of Completion and Release of Forfeiture” means the certificate, in the form contained in Exhibit C attached hereto, which will be provided to the Developer pursuant to Section 4.4 of this Agreement. “City” means the city of Mounds View, a municipal corporation under the laws of Minnesota. “Construction Plans” means the final plans for construction of the Minimum Improvements to be submitted by the Developer and approved by the EDA. “County” means Ramsey County, Minnesota. “Date of Closing” means the date set forth in Section 3.7 of this Agreement or the actual date upon which the conveyance of the Development Property closes. “Developer” means BIOCLEAN MOBILE WASH INC., a Minnesota business corporation, and/or its successors and assigns. “Developer Proposal” means the Developer’s submitted preliminary proposal to develop, as set forth in Exhibit B and incorporated herein by reference as if fully set forth in this Agreement, the Development Property with an approximately 3,500 square foot expansion to the Developer’s existing facility on an adjacent parcel, which is more fully defined in the Minimum Improvements and shall upon completion constitute the Minimum Improvements. “Development Property” means the real property upon which the Minimum Improvements will be constructed, which property is legally described in Exhibit A attached hereto. “Development Property Deed” means the quit claim deed in the form attached hereto as Exhibit D, by which the EDA will convey the Development Property to the Developer. “EDA” means the Mounds View Economic Development Authority. “EDA Act” or “Economic Development Authority Act” means Minnesota Statutes, sections 469.090 through 469.1082, as amended. 3 DOCSOPEN\MU205\50\716385.v4-4/22/21 “Event of Default” means an action by the Developer or the EDA listed in Article VIII of this Agreement. “Minimum Improvements” means approximately an approximately 3,500 square foot expansion to the Developer’s existing facility on an adjacent parcel as identified and set forth in Exhibit B and constructed in accordance with the Construction Plans submitted to and approved by the EDA. After completion of the Minimum Improvements, the term shall mean the Development Property as improved by the Minimum Improvements. “Sale” means any sale, conveyance, lease, exchange, forfeiture other transfer of the Developer's interest in the Minimum Improvements or the Development Property, whether voluntary or involuntary. “State” means the state of Minnesota. “Termination Date” means 30 months from the Date of Closing or the date of the Certificate of Completion and Release of Forfeiture issued by the EDA, whichever comes first and which may be extended accordingly in the event of any Unavoidable Delays, as defined herein. “Unavoidable Delays” means delays which are the direct result of unanticipated adverse weather conditions; strikes or other labor troubles; fire or other casualty to the Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or, except those of the EDA reasonably contemplated by this Agreement, any acts or omissions of any federal, State or local governmental unit which directly result in delays in construction of the Minimum Improvements. Section 1.2. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. (b) 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. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. Section 1.3. Incorporation of Exhibits. The following exhibits are attached to and by reference made a part of this Agreement: Exhibit A. Legal Description of the Development Property Exhibit B. Developer Proposal 4 DOCSOPEN\MU205\50\716385.v4-4/22/21 Exhibit C. Form of Certificate of Completion and Release of Forfeiture Exhibit D. Form of Quit Claim Deed Section 1.4. Incorporation of Recitals. The Recitals set forth in the preamble to this Agreement are incorporated into this Agreement as if fully set forth herein. ARTICLE II Representations and Warranties Section 2.1. Representations by the EDA. The EDA makes the following representations as the basis for the undertakings on its part herein contained: (a) The EDA is a public body corporate and politic under the laws of Minnesota. The EDA has the power to enter into this Agreement and carry out its obligations hereunder. (b) The persons executing this Agreement and related agreements and documents on behalf of the EDA have the authority to do so and to bind the EDA by their actions. (c) The EDA has received no notice or communication from any local, State or federal official that the proposed activities of the Developer may be or will be in violation of any environmental law or regulation. The EDA 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. (d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions or any restriction or any evidence of indebtedness, agreement or instrument of whatever nature to which the EDA is now a party or by which it is bound, or constitutes a default under any of the foregoing. Section 2.2. Representations and Warranties by the Developer. The Developer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Developer is duly organized and in good standing under the laws of Minnesota and is not in violation of any provisions of its articles of organization or by-laws. The Developer has the power to enter into this Agreement and carry out its obligations hereunder. The persons executing this Agreement and related agreements and documents on behalf of the Developer have the authority to do so and to bind the Developer by their actions. (b) In the event the Development Property is conveyed to the Developer, the Developer, or its successors and assigns, will construct, operate and maintain the Minimum Improvements on the Development Property in substantial accordance with the terms of this Agreement, the Construction Plans and all local, State and federal laws and regulations, including, but not limited to, environmental, zoning, building code and public health laws. 5 DOCSOPEN\MU205\50\716385.v4-4/22/21 (c) The Developer, with the reasonable assistance of the EDA, will apply for and use its best efforts to obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, the requirements of all applicable local, State and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed or used for their intended purpose. (d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions or any restriction or any evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (e) The Developer represents that there is no business subsidy provided by the EDA because the Developer is purchasing the Development Property at fair market value. Section 2.3. Representations Ongoing. The representations and warranties set forth in this Article II shall be continuing and shall be true and correct as of the Date of Closing with the same force and effect as if made at that time. All such representations and warranties shall survive closing and shall not be merged in the delivery and execution of the deed or other instruments of conveyance called for in this Agreement. Section 2.4. Mutual Indemnification. The EDA and the Developer agree to indemnify each other against, and hold each other harmless from, all liabilities (including reasonable attorney’s fees in defending against claims) arising out of the other party’s reliance on the representations and warranties contained above. Such rights of indemnification will not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash payments directly attributable to the liability in question, (net of the cost of collection, including reasonable attorney’s fees) or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If and to the extent that the indemnified party has insurance coverage, or the right to make claim against any third party for any amount to be indemnified against as set forth above, the indemnified party will, upon full performance by the indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payment made by such party. ARTICLE III Conveyance of Development Property Section 3.1. Conveyance of the Development Property. In order to facilitate the financial feasibility of the development of the Development Property and in consideration of the Developer's fulfillment of its covenants and obligations under this Agreement to construct the Minimum Improvements, and subject to the conditions precedent to closing outlined in Section 3.6 of this Agreement, the EDA agrees to sell the Development Property to the Developer for Seventy Seven 6 DOCSOPEN\MU205\50\716385.v4-4/22/21 Thousand Dollars and 00/100 ($77,000.00) (the “Purchase Price”). The Purchase Price is due at the time of closing according to this Agreement. The Developer will pay to the EDA on or before fourteen (14) days from the date of this Agreement, earnest money in the amount of $5,000.00 (the “Earnest Money”) which shall be credited toward the Purchase Price at the time of closing. The EDA agrees to convey title and possession of the Development Property to the Developer by quit claim deed in the form attached hereto as Exhibit D. The conveyance of the Development Property and the Developer's use of the Development Property shall be subject to all of the conditions, covenants, restrictions and limitations imposed by this Agreement and the Development Property Deed. The conveyance of title to the Development Property and the Developer's use of the Development Property shall also be subject to the building and zoning laws and ordinances and all other City, State and federal laws and regulation, easements and rights of way. Section 3.2. Condition of Title. Within thirty (30) days of the date of this Agreement, the EDA agrees to submit to the Developer, at the EDA’s expense, a commitment for title insurance regarding the Development Property. The Developer shall have twenty (20) days after delivery of the commitment to examine same and to make any objections concerning the condition of title regarding the Development Property. Objections to the condition of title shall be made in writing and addressed to the EDA. Failure on the part of the Developer to make objections within twenty (20) days shall constitute a waiver of same and of the Developer’s right to object to the condition of title. If the Developer provides written objections to title, the EDA shall have forty-five (45) days thereafter to cure the defects cited by the Developer or to inform the Developer in writing that the EDA cannot or will not cure said defects. If there are no defects in title to which the Developer objects in writing or the Developer fails to object in a timely manner or if the EDA cures the defects within the prescribed period, the parties will proceed to closing; provided, however, that all other conditions precedent contained herein are satisfied or duly waived. If there are defects in title to which the Developer has objected in a timely manner and which the EDA cannot or will not cure, the Developer may terminate this Agreement at its option within ten (10) days of notice from the EDA of its inability or unwillingness to cure. The EDA shall have no obligation to cure any defects in the title of the Development Property. If the Developer chooses to terminate this Agreement pursuant to this Section 3.2, the Developer agrees to execute a quit claim deed regarding the Development Property in favor of the EDA and the EDA shall refund to the Developer all Earnest Money. Thereafter the parties shall have no further obligation towards one another with regard to this Agreement or the Development Property. The Developer may also choose to proceed to closing on the Development Property and take title subject to the defect(s). Notwithstanding any other provision herein to the contrary, if the Developer proceeds to closing within less than the time periods set forth herein for receipt of a commitment for title insurance and objection to title defects, such action shall be deemed to be a waiver by the Developer of its right to examine and object to the condition of title of the Development Property. Section 3.3. Financing. Before conveyance of the Development Property by the EDA, the Developer agrees to submit to the EDA evidence of a commitment for financing which is adequate, in the EDA’s sole opinion, for the construction of the Minimum Improvements. If the EDA finds that the financing complies with the terms of this Section 3.3 and is sufficiently committed and adequate in amount to provide for the construction of the Minimum Improvements, the EDA shall notify the 7 DOCSOPEN\MU205\50\716385.v4-4/22/21 Developer in writing of its approval. Such approval shall not be unreasonably withheld. If the EDA rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection and the Developer shall have 30 days thereafter to submit a commitment for additional or alternate financing acceptable to the EDA. If the Developer fails to submit a commitment for financing acceptable to the EDA within said period of time or any additional period to which the EDA may agree, the EDA may notify the Developer of its failure to comply with the requirement of this Section 3.3 and may terminate this Agreement at its sole discretion, with refund of any Earnest Money to the Developer. Section 3.4. Representations. (a) To the best of its knowledge, the EDA makes the following representations and disclosures regarding the Development Property: (1) No materials have been delivered nor any work or labor performed on the Development Property under contracts with the EDA that have not been fully paid for, and no person or entity acting by or at the direction of the EDA presently has any lien, or right of lien, against the Development Property for labor or materials. (2) Except for and as set forth in this Agreement, there are no contracts in force for the purchase of the Development Property, and the EDA has not entered into any other contracts for the sale of the Development Property, nor are there any rights of first refusal, options to purchase, rights to build, or leases regarding the Development Property. (3) There is no litigation or administrative action, claim or demand pending, and to the EDA’s knowledge, there is no litigation or administrative action threatened against or relating to any of the Development Property or the EDA’s ability to convey the Development Property pursuant to this Agreement, and there are no pending, or to the EDA’s knowledge, threatened or contemplated condemnation actions with respect to the Development Property. The EDA has not received any written request from any governmental entity with regard to dedication of any of the Development Property. (4) The EDA has good and marketable title to the Development Property, subject to matters of record. There are no unrecorded leases or licenses affecting the Development Property. (5) Except for special assessments of record and levied against the Development Property as of the date of this Agreement, the EDA has no knowledge of any actual, threatened, or contemplated special assessments or reassessments of the Development Property, or any knowledge of a new public improvement project from any governmental assessing authority, the costs of which may be assessed against the Development Property. (b) Other than as represented herein by the EDA, the Developer acknowledges that the EDA makes no representations or warranties as to the condition of the soils on the Development Property or its fitness for its intended use and for construction of the Minimum Improvements or any other purpose for which the Developer may make use of such property. 8 DOCSOPEN\MU205\50\716385.v4-4/22/21 (c) The EDA does not know of any wells on the Development Property, and will so certify in the deed conveying the Development Property to the Developer. Section 3.5. Environmental Testing; Remediation. (a) After execution of this Agreement and within 90 days thereafter, the Developer may undertake tests and inspections of the Development Property regarding the presence of pollution, contamination or hazardous substances on the Development Property and the suitability of the soils for the Developer’s intended purposes. The Developer, and person or persons selected by Developer, shall be permitted access to the Development Property for the purpose of conducting such studies and investigations of the Development Property as Developer deems appropriate, which studies and investigations shall be conducted pursuant to any other terms and conditions of this Agreement. Such studies may include without limitation, physically inspecting the Development Property, conducting soil tests, and reviewing the EDA's records concerning the Development Property which records shall be made reasonably available to Developer within ten (10) days after execution of this Agreement, including prior studies, investigations and surveys, if any, in the EDA’s possession. The Developer, and person or persons selected by the Developer, shall also be permitted access to the Development Property for the purpose of remediating any issues uncovered through the tests and inspections authorized in this Section 3.5. If remediation cannot be accomplished within the aforementioned 90-day time period, the Developer shall be provided with a reasonable amount of time to complete said remediation. (b) In the event that the Developer, following such tests and inspections, determines in its sole judgment that the condition of the Development Property is unsuitable for its intended use and for construction of the Minimum Improvements, the Developer may terminate this Agreement and return the Development Property to its condition prior to undertaking such tests and inspections. Developer agrees to indemnify the EDA against any liability, cost or expense incurred by the EDA as a result of Developer's actions on the Property prior to termination, including but not limited to fines, court costs, reasonable attorneys' fees and remedial costs. Regardless of whether the Developer avails itself of the right to conduct tests and inspections on the Development Property pursuant to this Section 3.5, after closing the EDA shall have no obligation or liability to the Developer for any unsuitability with respect to the soil conditions or the presence of any pollution, contamination or hazardous substances on the Development Property. Notwithstanding any other provision herein to the contrary, if the Developer proceeds to closing within less than the period of time allowed in this Section 3.5 for testing, such action shall be deemed to be a waiver by the Developer of its right to test on the Development Property prior to conveyance. (c) The Developer is solely responsible for undertaking and facilitating the tests, inspections, and remediation efforts authorized in subsection (a) above. Section 3.6. Conditions Precedent to Conveyance. Notwithstanding anything in this Agreement to the contrary, the parties shall not be obligated to complete the conveyance of the Development Property contemplated herein until the following conditions precedent have been satisfied: 9 DOCSOPEN\MU205\50\716385.v4-4/22/21 (a) The Developer has submitted a commitment or other evidence of financing on terms acceptable to Developer, in Developer’s sole and absolute discretion, which is adequate, in the EDA’s sole and absolute discretion, to fully finance construction of the Minimum Improvements; (b) The Developer has submitted and the EDA has approved the Construction Plans; (c) The Developer, with the reasonable assistance of the EDA, has obtained any approvals necessary to construct the Minimum Improvements; (d) The Developer has completed any desired environmental inspections, testing, and remediation, as authorized in Section 3.5; (e) The EDA has held a public hearing and fulfilled all requirements of Minnesota Statutes, section 469.105; and (f) There has been no Event of Default on the part of the Developer or the EDA which has not been cured. All of the above conditions precedent shall occur within the timeframe established in Section 3.7 of this Agreement, unless extended by the terms of this Agreement. Any or all of the above conditions precedent may also be waived by the parties in their sole discretion. Section 3.7. Closing; Delivery and Recording. (a) Subject to the substantial satisfaction of all of the terms and conditions contained in this Agreement which must be satisfied prior to the EDA's conveyance of the Development Property to the Developer, the EDA shall execute and deliver the Development Property Deed to the Developer at closing. Closing shall occur on the earlier of June 30, 2022, or as soon thereafter as reasonably practicable. However, if closing has not occurred by December 31, 2022, either party may terminate this Agreement by notice to the other in accordance with Section 9.5 of this Agreement. The Developer shall have possession of the Development Property upon closing. Closing shall be at the offices of the EDA, 2401 Mounds View Boulevard, Mounds View, Minnesota 55112, or such other location to which the parties may agree. Prior to closing, the EDA shall submit to the Developer a copy of the Development Property Deed and other closing documents for review. The Development Property Deed shall be in recordable form and shall be recorded among the County land records. (b) On the Date of Closing, the Developer shall be responsible for and pay: (1) the cost of recording the Development Property Deed and this Agreement; (2) the premium to obtain a policy of title insurance; (3) for any documents related to or in connection with the financing of the Development Property, including but not limited to, recording fees and mortgage registration tax; (4) one-half of the title company closing fees, if any; and 10 DOCSOPEN\MU205\50\716385.v4-4/22/21 (5) all of the Developers’ attorney’s fees. (c) On the Date of Closing, the EDA shall be responsible for and pay: (1) transfer taxes, including State deed tax, to allow the Developer to record the Development Property Deed; (2) costs of recording any instruments used to clear title encumbrances; (3) one-half of the title company closing fees, if any; (4) all fees associated with obtaining the commitment for title insurance; (5) the cost of all copies of all additional title documents for the examination of title; and (6) all of the EDA’s attorney’s fees. (d) On the Date of Closing, the following costs will be paid on a pro rata basis in the year of closing between the EDA and the Developer: (1) utilities furnished to the Development Property, if any; and (2) real estate taxes due and payable in the year of closing, if any. Section 3.8. Plat. The Developer agrees to plat the Development Property in conjunction and in cooperation with the EDA in accordance with the City’s subdivision regulations, including entering into the City’s standard development agreement for subdivisions, prior to commencing construction of the Minimum Improvements, and to develop a final legal description for the Development Property prior to closing. The Developer shall participate in the costs of the Plat as contemplated in this Section in the amount of up to Twenty Five Thousand Dollars ($25,000). This Section is a condition precedent for the Closing of the transaction contemplated by this Agreement. Section 3.9. Zoning Issues; Planned Unit Development. The parties to this Agreement acknowledge that the zoning for the Development Property that is to be platted should be uniform and that the following events should occur, if necessary: change the zoning of the Development Property along with any associated or necessary zoning district modifications, or re-zone the specific zoning districts of the Development Property. It is the intent of the Developer, the EDA and the City that the zoning for the Development Property be revised such that it meets the end usage associated with the development of the Development Property and the Developer Proposal. The Developer, the EDA and the City agree to cooperate with each other and their representatives regarding any reasonable requests made subsequent to the execution of this Agreement to revise or correct any zoning issues relative to the Development Property and necessary plat and to provide any and all additional documentation deemed necessary by the parties to effectuate such revisions or corrections for such zoning issues. 11 DOCSOPEN\MU205\50\716385.v4-4/22/21 Section 3.10. Early Start Agreement. The Developer and EDA acknowledge that the Developer desires to utilize the Development Property prior to completion of the activities contemplated by Section 3.8 of this Agreement and the closing for the Development Property pursuant to this Agreement. The EDA is willing to allow the Developer’s utilization of the Development Property as referenced herein upon the entering into of an Early Start Agreement detailing the terms and conditions of the Developer’s utilization of the Development Property prior to the closing of the Development Property pursuant to this Agreement. Such Early Start Agreement shall be separately agreed to and approved by the EDA and Developer prior to any activities of the Developer taking place on the Development Property. ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will construct the Minimum Improvements on the Development Property in accordance with the Construction Plans and at all times prior to the Termination Date will maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept in good repair and condition. The Developer recognizes that it is because the Developer has agreed to construct the Minimum Improvements that the EDA is willing to sell the Development Property to the Developer. The Developer acknowledges that, in addition to the requirements of this Agreement, construction of the Minimum Improvements will necessitate compliance with other reviews and approvals by the EDA and other governmental agencies and agrees to submit all applications for and pursue to their conclusion all other approvals needed prior to constructing the Minimum Improvements. Section 4.2. Construction Plans. (a) Within 90 days after execution of this Agreement, the Developer shall submit Construction Plans to the EDA. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in substantial conformity with the Developer Proposal and this Agreement. The EDA will approve the Construction Plans if they (1) conform to the Developer Proposal contained in Exhibit B attached hereto; (2) conform to all applicable federal, State and local laws, ordinances, rules and regulations; (3) are adequate to provide for the construction of the Minimum Improvements; (4) conform to the State building code; and (5) if there has occurred no uncured Event of Default on the part of the Developer. No approval by the EDA shall relieve the Developer of the obligation to comply with the terms of this Agreement, the terms of any applicable federal, State and local laws, ordinances, rules and regulations in the construction of the Minimum Improvements. No approval by the EDA shall constitute a waiver of an Event of Default. (b) If the Developer desires to make any change in the Construction Plans after their approval by the EDA, including any change to the design or materials of the Minimum Improvements or any other change which would also require review or re-approval under any applicable code, ordinance or regulation, the Developer shall submit the proposed change to the EDA for its approval. If the proposed change conforms to the requirements of this Section 4.2 with respect to the original Construction Plans or is otherwise acceptable to the EDA, the EDA shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the EDA unless rejected, 12 DOCSOPEN\MU205\50\716385.v4-4/22/21 in whole or in part, by written notice by the EDA to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the written notice of such change from the Developer. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall commence construction of the Minimum Improvements no later than one year from the Date of Closing. Subject to Unavoidable Delays, the Developer shall have substantially completed the construction of the Minimum Improvements no later than 18 months following commencement of construction. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Development Property shall be in conformity with the Construction Plans. The Developer shall make such reports to the EDA regarding construction of the Minimum Improvements as the EDA deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Section 4.4. Certificate of Completion and Release of Forfeiture. (a) After substantial completion of the Minimum Improvements in accordance with the Construction Plans and all terms of this Agreement, the EDA will furnish the Developer with a Certificate of Completion and Release of Forfeiture in the form of Exhibit C 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 Development Property Deed with respect to the obligations of the Developer to construct the Minimum Improvements and the dates for the beginning and completion thereof. The Certificate of Completion and Release of Forfeiture may only be issued after issuance of a certificate of occupancy by the City. (b) The Certificate of Completion and Release of Forfeiture provided for in this Section 4.4 shall be in such form as will enable it to be recorded in the proper County office for the recordation of deeds and other instruments pertaining to the Development Property. If the EDA shall refuse or fail to provide such certification in accordance with the provisions of this Section 4.4, the EDA shall, within thirty (30) days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer 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 opinion of the EDA, for the Developer to take or perform in order to obtain such certification. ARTICLE V Insurance Section 5.1. Required Insurance. The Developer agrees 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: (i) 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; 13 DOCSOPEN\MU205\50\716385.v4-4/22/21 (ii) 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 $1,500,000 for each occurrence (to accomplish the above required limits, an umbrella excess liability policy may be used); and (iii) Workers' compensation insurance, with statutory coverage. The policies of insurance required pursuant to clauses (i) and (ii) 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 clauses (i) and (ii) above shall also contain an agreement of the insurer to give not less than sixty (60) days' advance written notice to the EDA in the event of cancellation of such policy or change affecting the coverage thereunder. Section 5.2. Evidence of Insurance. All insurance required in this Article V shall be taken out through and maintained by responsible insurance companies selected by the Developer which are authorized under the laws of Minnesota to assume the risks covered thereby. The Developer 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 Article V, each policy shall contain a provision that the insurer shall not cancel nor materially modify it without giving written notice to the Developer and the EDA at least sixty (60) days before the cancellation or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, the Developer 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 Article V, or that there is no necessity therefor under the terms of this Agreement. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer 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. ARTICLE VI Collection of Taxes Section 6.1. Right to Collect Delinquent Taxes. The Developer understands that the real estate taxes on the Development Property and the Minimum Improvements must be promptly and timely paid. To that end, the Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that the Developer is also obligated at all times prior to the Termination Date by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Development Property and the Minimum Improvements. The Developer acknowledges that at all times prior to the Termination Date this obligation creates a contractual right on behalf of the EDA to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the 14 DOCSOPEN\MU205\50\716385.v4-4/22/21 County auditor. In any such suit, the EDA shall also be entitled to recover its reasonable out-of- pocket costs, expenses and attorneys’ fees. ARTICLE VII Prohibition Against Sale; Encumbrances; Indemnification Section 7.1. Prohibition Against Sale of Minimum Improvements. The Developer represents and agrees that its use of the Development Property and its other undertakings pursuant to the Agreement, are, and will be, for the purpose of development of the Development Property and not for speculation in land holding. The Developer further recognizes that in view of the importance of the construction of the Minimum Improvements on the Development Property to the general welfare of Mounds View, the fact that any act or transaction involving or resulting in a significant change in the identity of the Developer is of particular concern to the EDA. The Developer further recognizes that it is because of such qualifications and identity that the EDA is entering into the Agreement with the Developer, and, in so doing, is further willing to accept and rely on the obligations of the Developer for the faithful performance of all undertakings and covenants hereby by it to be performed. For the foregoing reasons, the Developer represents and agrees that, prior to the issuance of the Certificate of Completion and Release of Forfeiture, there shall be no Sale of the Development Property or the Minimum Improvements by the Developer nor shall the Developer suffer nor cause any such Sale to be made, without the prior written approval of the EDA. Section 7.2. Limitation Upon Encumbrance of Development Property. Prior to the issuance of the Certificate of Completion and Release of Forfeiture, the Developer agrees not to engage in any financing creating any mortgage or other encumbrance or lien upon the Development 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 Development Property or the Minimum Improvements, other than the liens or encumbrances directly and solely related to the purchase of the Development Property and the 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 Development Property or the Minimum Improvements. Section 7.3. Release and Indemnification Covenants. (a) Except for any misrepresentation or any willful or wanton misconduct or negligence of the EDA or the governing body members, officers, agents, servants, consultants and employees thereof (the “Indemnified Parties”), and except for any breach by the Indemnified Parties of their representative’s obligations under this Agreement, the Indemnified Parties shall not be liable for and the Developer shall indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person (collectively in this paragraph (a), the “Claim”) occurring at or about or resulting from any defect in the portion of the Development Property or the Minimum Improvements owned by Developer at the time the Claim occurred. (b) Except for any misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their representative’s obligations under this Agreement, the Developer agrees to protect 15 DOCSOPEN\MU205\50\716385.v4-4/22/21 and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising from the acquisition, construction, installation, ownership, maintenance and operation of the Development Property or the Minimum Improvements (collectively in this paragraph (b), the “Claim”); provided, however, notwithstanding the foregoing, the Developer’s indemnification and hold harmless shall apply only with regard to the portion of the Development Property or Minimum Improvements owned by the Developer at the time the Claim occurred. (c) Except for any misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their representations and obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements (collectively in this paragraph (c), the “Claim”) owned by the Developer at the time of the Claim. (d) All covenants, stipulations, promises, agreements and obligations of the EDA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of such entities and not of any governing body member, officer, agent, servant or employee of such entities in the individual capacity thereof. ARTICLE VIII Events of Default Section 8.1. 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 the Developer to proceed to closing on the Development Property after compliance with or the occurrence of all conditions precedent to closing; (b) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay; (c) Failure by the Developer to pay real estate taxes or special assessments on the Development Property and Minimum Improvements as they become due; (d) Use by the Developer or others of the Minimum Improvements for purposes other than those contemplated and permitted by this Agreement, including failure to comply with Sections 9.3 and 9.10 of this Agreement. (e) Transfer or Sale of the Development Property or the Minimum Improvements or any part thereof by the Developer in violation of Section 7.1 of this Agreement and without the prior written permission by the EDA; 16 DOCSOPEN\MU205\50\716385.v4-4/22/21 (f) If the Developer 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; or (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. Section 8.2. Remedies on Default. Whenever any Event of Default referred to in section 8.1 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 Development 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, the EDA may withhold the Certificate of Completion and Release of Forfeiture; (d) If the default occurs prior to issuance of the Certificate of Completion and Release of Forfeiture, revest title in the name of the EDA pursuant to Section 8.3 of this Agreement; and (e) 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. (f) If the Developer’s default occurs prior to the Date of Closing, the EDA may retain any and all Earnest Money paid by the Developer, and if the EDA’s default occurs prior to the Date of Closing, the EDA shall return any and all Earnest Money to Developer. Section 8.3. Revesting Interest in the EDA Upon Happening of Event of Default Subsequent to Conveyance to Developer. In the event that subsequent to conveyance of the Development Property to the Developer and prior to the issuance of a Certificate of Completion and Release of Forfeiture for the Minimum Improvements the Developer, subject to Unavoidable Delays, fails to begin construction of the Minimum Improvements in conformity with this Agreement and such failure to begin construction is not cured within 30 days after written notice from the EDA to the Developer to do so, then the EDA shall have the right to re-enter and take possession of the Development Property and to terminate and revest in the EDA the interest of the Developer in the Development Property; provided, however, that any exercise by the EDA of its rights or remedies hereunder shall always be subject to and limited by, and shall not defeat, render invalid or limit in any 17 DOCSOPEN\MU205\50\716385.v4-4/22/21 way the lien of any mortgage or other encumbrance specifically and previously authorized by the EDA in writing under this Agreement or any rights or interests provided in this Agreement for the protection of the holders of an approved encumbrance. Section 8.4. Resale of Reacquired Development Property; Disposition of Proceeds. Upon any revesting in the EDA of title to and/or possession of the Development Property or any part thereof as provided herein (prior to the issuance of the Certificate of Completion), the EDA shall, pursuant to its responsibilities under law, use its best efforts to sell the Development Property or part thereof as soon and in such manner as the EDA shall find feasible and consistent with the objectives of such law to a qualified and responsible party or parties (as determined by the EDA) who will assume the obligation of making or completing the Minimum Improvements or such other improvements in their stead as shall be satisfactory to the EDA in accordance with the uses specified for such Development Property 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 Development Property, the proceeds thereof shall be applied: (a) First, to reimburse the EDA for all costs and expenses directly incurred in connection with the recapture, management, and resale of the Development Property, including but not limited to salaries of personnel (but less any income derived by the EDA from the property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Development Property or part thereof (or, in the event the Development Property is exempt from taxation or assessment or such charge during the period of ownership thereof by the EDA, an amount, if paid, equal to such taxes, assessments, or charges (as determined by the City’s assessing official) as would have been payable if the Development Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Development 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 the Developer, its successors or transferees; any expenditures made or obligations incurred by the EDA with respect to the making or completion of the Minimum Improvements or any part thereof on the Development Property or part thereof; and any amounts otherwise owing the EDA by the Developer and its successor or transferee; and (b) Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the amount actually invested by it in making any of the Minimum Improvements on the Development Property or part thereof. Any balance remaining after such reimbursements shall be retained by the EDA as its property. Section 8.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to the parties is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other 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 the Developer to exercise any remedy 18 DOCSOPEN\MU205\50\716385.v4-4/22/21 reserved to it, it shall not be necessary to give notice, other than such notice as may be required in Article IX of this Agreement. Section 8.6. 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. ARTICLE IX Additional Provisions Section 9.1. Conflict of Interests; Representatives Not Individually Liable. No officer, official, or employee of the EDA shall have any personal financial interest, direct or indirect, in this Agreement, nor shall any such officer, official, or employee participate in any decision relating to the Agreement which affects his or her personal financial interests, directly or indirectly. No officer, official, or employee of the EDA shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach or for any amount which may become due or on any obligation under the terms of this Agreement. Section 9.2. Equal Employment Opportunity. The Developer, 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. Section 9.3. Restrictions on Use. The Developer, 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. The Developer, for itself, its successors and assigns, acknowledges the limitations on use of the Property and the Minimum Improvements imposed by Section 469.105 of the EDA Act and agrees to comply with such restrictions. Section 9.4. Provisions Not Merged With Deed; No Merger of Representations, Warranties. None of the provisions, representations or warranties contained in this Agreement are intended to be merged into any instruments of conveyance delivered at closing or shall be merged by reason of delivery of the Development Property Deed, but instead shall survive closing, and the parties shall be bound accordingly. The Development Property Deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 9.5. Notices and Demands. Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under the Agreement or any related document by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified United States mail, postage prepaid, return receipt requested, or delivered personally to: 19 DOCSOPEN\MU205\50\716385.v4-4/22/21 (a) in the case of the EDA: Mounds View EDA 2401 Mounds View Boulevard Mounds View, MN 55112 Attn: EDA Executive Director w/ a copy to: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 Attn: Scott J. Riggs (b) in the case of the Developer: BIOCLEAN MOBILE WASH INC. 2151 Mustang Drive Mounds View, MN 55112 Attn: Gregory Kelley w/ a copy to: _______________________ _______________________ _______________________ _______________________ or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section 9.5. Section 9.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.7. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this Agreement nor any act by the EDA or the Developer shall be deemed or construed by the Developer or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner, or joint venture between the EDA and the Developer. Section 9.8. Release of Claims. The Developer and the Developer’s attorneys, agents, employees, former employees, insurers, heirs, administrators, representatives, successors and assigns, hereby releases and forever discharges the EDA, and its attorneys, agents, representatives, employees, former employees, insurers, heirs, executors and assigns of and from any and all past, present or future claims, demands, obligations, actions or causes of action, at law or in equity, whether arising by statute, common law or otherwise, and for all claims for damages, of whatever kind or nature, and for all claims for attorneys' fees, and costs and expenses, including but not limited to all claims of any kind arising out of the negotiation, Developer consideration, execution and performance of this Agreement between the parties. Nothing contained in this Section 9.8 is intended to prevent the exercise of any rights available pursuant to this Agreement. Section 9.9. Modifications and Waivers. No purported amendment, modification or waiver of any provision of this Agreement shall be binding unless set forth in a written document signed by both the EDA and the Developer (in the case of amendments or modifications) or by the party to be charged thereby (in the case of waivers). Any waiver shall be limited to the 20 DOCSOPEN\MU205\50\716385.v4-4/22/21 circumstance or event specifically referenced in the written waiver document and shall not be deemed a waiver of any other term of this Agreement or of the same circumstance or event upon any recurrence thereof. Section 9.10. Restrictions on Use. The Developer agrees that prior to the issuance of the Certificate of Completion and Release of Forfeiture, the Developer and its successors and assigns: (a) shall use the Development Property solely for the purpose of constructing and operating the Minimum Improvements pursuant to the terms of this Agreement; (b) shall not discriminate upon the basis of race, color, creed, sex, national origin, or any other classification prohibited by law in the lease, rental, use or occupancy of any portion of the Minimum Improvements on the Development Property or any improvements erected or to be erected thereon, or any part thereof; and (c) shall otherwise comply with the restrictions on use set forth in this Agreement. Section 9.11. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 9.12. Attorneys’ Fees. Whenever any Event of Default occurs and if the non- defaulting party shall employ attorneys or incur other expenses for the collection of payments due or to become due, or for the enforcement of performance or observance of any obligation under this Agreement, the defaulting party shall, within ten days of written demand by the other, pay to the non-breaching party the reasonable fees of such attorneys and such other expenses so incurred. Section 9.13. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of Minnesota. Any dispute arising from this Agreement shall be heard in the State or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. Section 9.14. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties pertaining to the subject matter of this Agreement. This Agreement may be modified, amended, terminated, or waived, in whole or in part, only by a writing signed by all of the parties. Section 9.15. No Broker. The EDA represents that it has not engaged any real estate broker in connection with the sale of the Development Property. The Developer also represents that it has not engaged any real estate broker in connection with the sale of the Development Property. Each party shall defend, indemnify and hold the other harmless from any brokerage fees or claims made against the other and caused by the indemnifying party’s actions or dealings. Section 9.16. Recording. The EDA may record this Agreement and any amendments thereto among the County land records. Section 9.17. Additional Documents. The EDA and the Developer agree to cooperate with the other and their representatives regarding any reasonable requests made subsequent to the execution of this Agreement to correct any clerical errors in this Agreement and to provide any 21 DOCSOPEN\MU205\50\716385.v4-4/22/21 and all additional documentation deemed necessary by either party to effectuate the transaction contemplated by this Agreement. 22 DOCSOPEN\MU205\50\716385.v4-4/22/21 IN WITNESS WHEREOF, the EDA and the Developer have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY By: _________________________________ Carol A. Mueller President By: _________________________________ Nyle Zikmund Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument as acknowledged before me this ___ day of April, 2021, by Carol A. Mueller and Nyle Zikmund, the president and executive director, respectively, of the Mounds View Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Mounds View Economic Development Authority. ____________________________________ Notary Public 23 DOCSOPEN\MU205\50\716385.v4-4/22/21 BIOCLEAN MOBILE WASH INC. By: ___________________________________ Gregory Kelley Its: ___________________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was executed this ___ day of April, 2021, by Gregory Kelley, the ______________________ of BIOCLEAN MOBILE WASH INC., a Minnesota business corporation, on behalf of the corporation. __________________________________ Notary Public A-1 DOCSOPEN\MU205\50\716385.v4-4/22/21 EXHIBIT A LEGAL DESCRIPTION The legal description for the Development Property is tentative until such time that the Development Property is properly subdivided as set forth in Section 3.8 of this Agreement. The Development Property is located in Ramsey County, Minnesota, and is legally described as: That part of the south 45.00 feet of the North Half of the Southeast Quarter of the Northeast Quarter of Section 17, Township 30, Range 23, Ramsey County, Minnesota, lying east of Lot 4, Block 1, MOUNDS VIEW INDUSTRIAL PARK, according to the recorded plat thereof, and lying west of the northwesterly extension of the east line of Lot 5 of said Block 1. B-1 EXHIBIT B DEVELOPER PROPOSAL [To be updated] C-1 DOCSOPEN\MU205\50\716385.v4-4/22/21 EXHIBIT C FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the Mounds View Economic Development Authority (the “Grantor”), by a deed recorded in the office of the County Recorder in Ramsey County, Minnesota, as Document No. __________, has conveyed to BIOCLEAN MOBILE WASH INC., a Minnesota business corporation (the “Grantee”), the following described land in County of Ramsey and State of Minnesota, to-wit: [To be finalized once the Development Property has been subdivided pursuant to Section 3.8 of the Purchase and Development Agreement] That part of the south 45.00 feet of the North Half of the Southeast Quarter of the Northeast Quarter of Section 17, Township 30, Range 23, Ramsey County, Minnesota, lying east of Lot 4, Block 1, MOUNDS VIEW INDUSTRIAL PARK, according to the recorded plat thereof, and lying west of the northwesterly extension of the east line of Lot 5 of said Block 1. WHEREAS, said deed was executed pursuant to that certain Purchase and Development Agreement by and between the Grantor and the Grantee dated the __ day of __________, 2021, and recorded in the office of the County Recorder in Ramsey County, Minnesota, as Document No. __________, which Purchase and Development 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 and Development Agreement have been performed by the Grantee therein and that the provisions for forfeiture of title and right to re-entry for breach of condition subsequent by Grantor is hereby released absolutely and forever, and the County Recorder in Ramsey 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. Date: _______________, 20___. MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY By: Carol A. Mueller President C-2 DOCSOPEN\MU205\50\716385.v4-4/22/21 By: Nyle Zikmund Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument as acknowledged before me this ___ day of ______________, 20__, by Carol A. Mueller and Nyle Zikmund, the president and executive director, respectively, of the Mounds View Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Mounds View Economic Development Authority. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis MN 55402 (612) 337-9300 D-1 DOCSOPEN\MU205\50\716385.v4-4/22/21 EXHIBIT D FORM OF QUIT CLAIM DEED STATE DEED TAX DUE HEREON: $_______________ Date: ________________, 20___. THIS INDENTURE, between the Mounds View Economic Development Authority, a public body corporate and politic, under the laws of the State of Minnesota, Grantor, and BIOCLEAN MOBILE WASH INC., a Minnesota business corporation, Grantee. WITNESSETH, that the Grantor, in consideration of the sum of Seventy-Seven Thousand Dollars ($77,000) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby grant, bargain, quit claim and convey to the Grantee, its successors and assigns, forever, all of the tract or parcel of land lying and being in the County of Ramsey and State of Minnesota described as follows: [To be finalized once the Development Property has been subdivided pursuant to Section 3.8 of the Purchase and Development Agreement] That part of the south 45.00 feet of the North Half of the Southeast Quarter of the Northeast Quarter of Section 17, Township 30, Range 23, Ramsey County, Minnesota, lying east of Lot 4, Block 1, MOUNDS VIEW INDUSTRIAL PARK, according to the recorded plat thereof, and lying west of the northwesterly extension of the east line of Lot 5 of said Block 1 (the “Development Property”). To have and to hold the same, together with all hereditaments and appurtenances thereunto belonging or in any way appertaining, to the Grantee, its successors and assigns, forever. Subject to and together with, however, the provisions of the Permitted Encumbrances described and referred to in Exhibit A attached hereto and incorporated herein by reference, including, without limitation, the right of the Grantor upon the happening of an Event of Default under that certain Purchase and Development Agreement between Grantor and Grantee dated as of April _____, 2021, to re-enter and take possession of the Development Property and the improvements thereon and terminate the estate and all right, title and interest of the Grantee in and to the Development Property and improvements thereon, and revest in the Grantor all right, title, estate and interest of the Grantee in the Development Property and improvements thereon, free of any lien of any mortgage and other liens, except as permitted pursuant to the provisions of the Purchase and Development Agreement. IN WITNESS WHEREOF, the Grantor has caused this deed to be duly executed in its behalf by its president and its executive director on ____________, 2021. D-2 DOCSOPEN\MU205\50\716385.v4-4/22/21 ■ The Seller certifies that the seller does not know of any wells on the described real property.  A well disclosure certificate accompanies this document.  I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY By: Carol A. Mueller President By: Nyle Zikmund Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument as acknowledged before me this ___ day of ______________, 2021, by Carol A. Mueller and Nyle Zikmund, the president and executive director, respectively, of the Mounds View Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Mounds View Economic Development Authority. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis MN 55402 (612) 337-9300 Property Tax Statements for the property described in this instrument should be sent to: BIOCLEAN MOBILE WASH INC. 2151 Mustang Drive Mounds View, MN 55112 D-A-1 DOCSOPEN\MU205\50\716385.v4-4/22/21 EXHIBIT A TO QUIT CLAIM DEED Permitted Encumbrances 1. Taxes and installments of special assessments payable in 2021 and in subsequent years. 2. Building and zoning laws; federal, state and local laws, ordinances and regulations. 3. Easements for public streets, drainage, utilities, highways and roads now existing. 4. The terms, conditions, covenants and agreements set forth in the Purchase and Development Agreement between the Grantor and Grantee named in the Deed to which this Exhibit is attached, which Purchase and Development Agreement is hereby made a part hereof by reference thereto.