EDA Agenda - 02/08/2023AGENDA
REGULAR MEETING - ECONOMIC DEVELOPMENT AUTHORITY (EDA)
Wednesday, February 8, 2023 — 6:00 p.m.
Mississippi Room, Monticello Community Center
Commissioners: President Steve Johnson, Vice President Jon Morphew, 011ie Koropchak-
White, Hali Sittig and Councilmembers Lloyd Hilgart and Tracy Hinz
(Treasurer)
Staff: Executive Director Jim Thares, Rachel Leonard, Angela Schumann, Sarah
Rathlisberger and Hayden Stensgard
1. Call to Order
2. Roll Call 6:00 p.m.
3. Annual Business Meeting
a. Consideration of electing EDA Officers
b. Consideration of reviewing EDA Bylaws
c. Consideration of reviewing EDA Enabling Resolution
d. Consideration of EDA Financial Statements and Fund Balance Information
4. Consideration of Additional Agenda Items
5. Consent Agenda
a. Consideration of Approving Regular Meeting Minutes—January 11, 2023
b. Consideration of Approving Payment of Bills
c. Consideration of Adopting Resolution 2023-01 Rescinding Purchase Agreement
with Powersports, LLC (Moon Motors) for a 1.46 -acre parcel located at 9699
Fallon Avenue
d. Consideration of Adopting Resolution 2023-02 Rescinding Land Sale Option
Agreement with Washburn Computer Group connected to a 1.46 -acre parcel
located at 9699 Fallon Avenue
e. Consideration of Adopting Resolution 2023-03 Rescinding Preliminary
Development Agreement (PDA) between Moon Motors, LLC for a 9.64 -acre
parcel, Lot 1, Block 1, Otter Creek Crossing 7th Addition, located in Otter Creek
Business Park for a potential warehouse development
Regular Agenda
6. Economic Development Director's Report
7. Adjourn
EDA Agenda: 02/08/23
3. Annual Business Meeting (JT)
A. REFERENCE AND BACKGROUND:
The EDA is required to hold an Annual Meeting each year to elect officers, make
appointments as needed and consider Bylaw changes. The EDA's enabling resolution
and Bylaws are attached for review. Staff would entertain any questions or requested
clarifications on the documents; some items may require consultation with EDA legal
counsel.
The offices that need to be filled consist of President, Vice President and Treasurer. Staff
can serve as the Secretary for recording meeting minutes. It should be noted that City
Council EDA members may also serve as officers.
Also attached for review and discussion is the 2022 Year End Financial reports of the EDA
Fund(s).
Al. Staff Impact: There is minimal staff time involved in preparing the staff report for
consideration of the Annual Business Meeting.
A2. Budget Impact: No expected budget
B. ALTERNATIVE ACTIONS:
1. Motion to elect 2023 officers:
as Vice President, and
2. Motion to table election of 2023 EDA Officers.
C. ALTERNATIVE ACTIONS:
as President,
as Treasurer.
1. Motion to direct staff to prepare draft amendments to the EDA Enabling
Resolution or Bylaws as follows: (amendments to the Enabling Resolution
require
a public hearing).
2. Motion of other.
D. STAFF RECOMMENDATION:
2
Staff defers to the EDA for appointment of officers. Currently, staff do not have any
recommended amendments to the Enabling Resolution or Bylaws and defers to the EDA
regarding Alternative Action C.
E. SUPPORTING DATA:
A. EDA Bylaws
B. EDA Enabling Resolution
C. EDA 2022 Year -End Financial Reports
CITY OF MONTICELLO
WRIGHT COUNTY, MINNESOTA
RESOLUTION NO. 2012-021
AMENDED AND RESTATED RESOLUTION ENABLING THE CREATION OF THE
CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY
BE IT RESOLVED by the City Council of the City of Monticello, Minnesota ("City") as follows:
Section 1. Background and Findings
1.01. The City is authorized by Minnesota Statutes, Sections 469.090 to 469.1081 (the
"EDA Act") to establish an economic development authority to coordinate and administer economic
development and redevelopment plans and programs for the City.
1.02. By Ordinance No. 172, approved April 10, 1989 and codified in the City Code as
Title II, Chapter 3 (the "Enabling Ordinance"), the City established the City of Monticello
Economic Development Authority ("EDA"), for the purpose of coordinating and administering
economic development activities in and for the City.
1.03. By resolutions approved on October 22, 2007 and January 14, 2008, the City
transferred to the EDA the control, authority and operation of all projects administered by the
Housing and Redevelopment Authority in and for the City of Monticello and adopted an Amended
and Restated Enabling Resolution (the "Enabling Resolution"), which superceded the Enabling
Ordinance in all respects.
1.04. The City Council has now determined to revise and clarify certain provisions of
the Enabling Resolution by the adoption of this resolution.
1.05. The City Council has, in accordance with Minnesota Statutes Section 469.093,
provided public notice and conducted a public hearing on the date hereof, at which all persons
wishing to be heard were given an opportunity to express their views, concerning the modified
Enabling Resolution.
1.06. This resolution constitutes an amendment and restatement of the Enabling
Resolution of January 14, 2008, and supercedes such Enabling Resolution in all respects.
Section 2. Enabling Authority.
2.01. The EDA was established pursuant to the EDA Act under the Enabling Ordinance as
adopted April 10, 1989 and codified as Title II, Chapter 3 of the City Code, as amended and restated
by this resolution.
2.02. The EDA shall be composed of 7 members to be appointed by the Mayor and
confirmed by the City Council.
2.03. Two of the members shall be members of the City Council. The terms of office of
the two members of the City Council shall coincide with their terms of office as members of the
City Council. The remaining five (5) members shall be initially appointed for terms of one, two,
three, four, and five years respectively. Thereafter, all non -Council members shall be appointed for
six-year terms.
2.04. A vacancy is created in the membership of the EDA when a City Council member of
the board of commissioners ends Council membership, when any member ends EDA membership
prior to expiration of his or her term of office, on the day following the expiration of a member's
term of office, or when a member is removed by the City Council subject to the terms of Section
2.07 hereof . A vacancy for this or any other reason must be filled for a new term or the balance of
the unexpired term, as applicable, in the manner in which the original appointment was made.
2.05. All of the members who are not members of the City Council must be either
residents of the City, business -owners in the City, or property -owners in the City.
2.06. All members shall serve at the pleasure of the City Council, subject to the terms of
Section 2.07 hereof. Vacancies shall be filled by appointment by the Mayor with the confirmation
of the City Council.
2.07. A commissioner may be removed by the City Council for inefficiency, neglect of
duty, or misconduct in office. A commissioner shall be removed only after a hearing. A copy of the
charges must be given to the commissioner at least 10 days before the hearing. The commissioner
must be given an opportunity to be heard in person or by the counsel at the hearing. When written
charges have been submitted against the commissioner, the City Council may temporarily suspend
the commissioner. If the City Council finds that those charges have not been substantiated, the
commissioner shall be immediately reinstated. If a commissioner is removed, a record of the
proceedings together with the charges and findings shall be filed in the office of the City
Administrator.
2.08. The City Council shall make available to the EDA such appropriations as it deems
fit for salaries, fees, and expenses necessary in the conduct of its work. The EDA shall have
authority to expend all budgeted sums so appropriated and recommend the expenditures of other
sums made available for its use from grants, gifts, and other sources for the purposes and activities
authorized by this resolution.
Section 3. Officers and Meetings.
3.01. The EDA shall elect a president, vice president, treasurer, assistant treasurer, and
secretary annually. A member must not serve as president and vice president at the same time. The
other offices may be held by the same member. The other offices of the secretary and assistant
treasurer need not be held by a member.
3.02. The EDA shall adopt rules and procedures not inconsistent with the provisions of
this Enabling Resolution or as provided in Minnesota Statutes, Section 469.096, and as may be
necessary for the proper execution and conduct of its business. The EDA shall adopt bylaws and
rules to govern its procedures and for the transaction of its business and shall keep a record of
attendance at its meetings and/or resolutions, transactions, findings, and determinations showing the
vote of each member on each question requiring a vote, or if absent or abstaining from voting,
indicating such fact. The records of the EDA shall be a public record, except for those items
classified by law as nonpublic data.
3.03. The EDA shall meet at least quarterly. Special meetings may be called by the
president as needed.
3.04. All administrative procedures, including contract for services, purchases of
supplies, and financial transactions and duties shall be outlined in the bylaws of the EDA.
Section 4. Staff.
4.01. The Economic Development Director shall be designated as Executive Director of
the EDA.
4.02. Subject to limits set by the appropriations or other funds made available, the EDA
may employ such staff, technicians, and experts as may be deemed proper, and may incur such
other expenses as may be necessary and proper for the conduct of its affairs.
Section 5. Functions, Powers, and Duties.
5.01. Except as specifically limited by the provisions of Section 6 of this Enabling
Resolution, the EDA shall have the authority granted it pursuant to the EDA Act.
5.02. The EDA shall manage the Greater Monticello Enterprise Fund (the "Fund") the
purpose of which is to encourage economic development by making loans to private businesses.
The EDA shall make loans to eligible businesses, and such loan(s) shall serve a public purpose
as defined in the Greater Monticello Enterprise Fund Guidelines (Fund Guidelines). The Fund
Guidelines are hereby adopted by reference and included in the bylaws of the EDA. No changes
to the fund Guidelines shall be made without approval of the City Council.
5.03. The EDA may be a limited partner in a partnership whose purpose is consistent
with the EDA's purpose.
5.04. The EDA may issue general obligation bonds and revenue bonds when authorized
by the City Council and pledge as security for the bonds the full faith, credit, and resources of the
City or such revenues as may be generated by projects undertaken by the EDA.
5.05. The EDA may cooperate with or act as agent for the federal or state government
or a state public body, or an agency or instrumentality of government or other public body to
carry out the powers granted it by the EDA Act or any other related federal, state, or local law in
the area of economic development district improvement.
5.06. The EDA may annually develop and present an economic development strategy
and present it to the City Council for consideration and approval.
5.07. The EDA may join an official, industrial, commercial, or trade association or
other organization concerned with such purposes, hold reception of officials who may contribute
to advancing the City and its economic development, and carry out other appropriate public
relations activities to promote the city and its economic development.
5.08. The EDA may perform such other duties which may be lawfully assigned to it by
the City.
All city employees shall, upon request and within a reasonable time, famish the EDA or its
employees or agents such available records or information as may be required in its work. The EDA
or its employees or agents may, in the performance of official duties, enter upon lands and make
examinations or surveys in the same manner as other authorized City agents or employees and shall
have such other powers as are required for the performance of official functions in carrying out the
purposes of this resolution.
Section 6. Limitations of Power.
6.01. The following limits apply to the EDA and its operation:
(a) The sale of bonds or other obligations of the EDA must be approved by the
City Council.
(b) The EDA must follow the budget process for City departments in accordance
with City policies, ordinances, and resolutions and the City charter.
(c) Development and redevelopment actions of the EDA must be in conformity
to the City comprehensive plan and official controls implementing the comprehensive plan.
(d) The EDA must submit its plans for development and redevelopment to the
City Council for approval in accordance with City planning procedures and laws.
(e) Except when previously pledged by the EDA, the City Council may, by
resolution, require the EDA to transfer any portion of the reserves generated by activities of
the EDA that the City Council determines are not necessary for the successful operation of
the EDA to the debt service funds of the city to be used solely to reduce tax levies for
bonded indebtedness of the City.
(f) The administrative structure and management practices and policies of the
EDA must be approved by the City Council.
(g) The EDA shall submit all planned activities for influencing the action of any
other governmental agency, subdivision, or body to the City Council for approval.
6.02. The EDA may exercise all the powers under the EDA Act, including, but not
limited to, the following;
(a) all powers under the HRA Act.
(b) all powers of a city under Minnesota Statutes, Section 469.124 to 469.134.
(c) all powers and duties of a redevelopment agency under Minnesota Statutes,
Sections 469.152 to 469.165 for a purpose in the HRA Act or the EDA Act, and all powers
and duties in the HRA Act and the EDA Act for a purpose in Minnesota Statutes, Sections
469.152 to 469.165.
(d) the authority to acquire property, exercise the right of eminent domain; make
contracts for the purpose of redevelopment and economic development; serve as a limited
partner in a partnership whose purpose is consistent with the EDA's purpose; buy supplies
and materials needed to carry out development within the EDA Act; and operate and
maintain public parking facilities.
(e) the authority to issue bonds in accordance with the EDA Act and the HRA
Act.
(f) the authority to levy special benefit taxes in accordance with Section
469.033, subdivision 6 of the HRA Act in order to pay or finance public redevelopment
costs (as defined in the HRA Act), subject to approval by the City Council in accordance
with Section 469.033, subdivision 6.
(g) all powers under Minnesota Statutes, Sections 469.474 to 469.179.
6.03. As provided in the EDA Act, it is the intention of the City Council that nothing in this
resolution nor any activities of the EDA are to be construed to impair the obligations of the City or
HRA under any of their contracts or to affect in any detrimental manner the rights and privileges of
a holder of a bond or other obligation heretofore issued by the City, the EDA or the HRA.
Section 7. Implementation.
7.01. The City Council will from time to time and at the appropriate time adopt such
ordinances and resolutions as are required and permitted by the EDA Act to give full effect to this
resolution.
7.02. The Mayor, the City Administrator, and other appropriate City officials are
authorized and directed to take the actions and execute and deliver the documents necessary to give
full effect to this resolution.
7.03. Nothing in this resolution is intended to prevent the City from modifying this
Enabling Resolution to impose new or different limitations on the EDA as authorized by the EDA
Act.
ADOPTED BY the City Council of the City of Monticello on this 27th day of February, 2012.
CITY OF MONTICELLO
eel ze�l—1
Clint Herbst, Mayor
ATTEST:
1 z4
JeOW
City Administrator
BYLAWS OF THE
ECONOMIC DEVELOPMENT AUTHORITY
ARTICLE I - THE AUTHORITY
Section 1. Name of Authority. The name of the Authority shall be the "City of
Monticello Economic Development Authority."
Section 2. Office of Authority. The office of the Authority shall be at the City Hall
in the City of Monticello, State of Minnesota, but the Authority may hold its meetings at such
other place or places as it may designate by resolution.
Section 3. Seal of Authority. The seal of the Authority shall be in the form of a
circle and shall bear the name of the Authority and the year of its organization.
Section 4. Establishment. The City of Monticello Economic Development Authority
is established pursuant to Minnesota Statutes, Section 469.090 to 469.108 1, as amended.
ARTICLE II - THE COMMISSIONERS
Section 1. Appointment, Terms, Vacancies, Pay, and Removal. Shall be in
accordance with the Amended and Restated Resolution Enabling the Creation of the City of
Monticello Economic Development Authority dated October 22, 2007 and as it may be amended
(the "Enabling Resolution").
ARTICLE III - THE OFFICERS
Section 1. Officers. The Authority shall elect a president, a vice president, a
treasurer, a secretary, and an assistant treasurer at the annual meeting. A commissioner must not
serve as president and vice president at the same time. The other offices may be held by the
same commissioner. The offices of secretary and assistant treasurer need not be held by a
commissioner.
Section 2. President. The President shall preside at all meetings of the Authority.
Except as otherwise authorized by resolution of the Board of Commissioners, the President and
the Executive Director (the Assistant Treasurer, in the Executive Director's absence or
incapacity) shall sign all contracts, deeds, and other instruments made or executed by the
Authority, except that all checks of the Authority shall be signed by the Treasurer and Assistant
Treasurer. At each meeting the President shall submit such recommendations and information as
he or she may consider proper concerning the business, affairs, and policies of the Authority.
Section 3. Vice President. The Vice President shall perform the duties of the
President in the absence or incapacity of the President, including signing all contracts, deeds, and
other instruments executed by the Authority; and in the case of the resignation or death of the
President, the Vice President shall perform such duties as are imposed on the President until such
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325599v9MN190-130
time as the Board shall select a new President.
Section 4. Secretary. The Secretary shall keep minutes of all meetings of the Board
and shall maintain all records of the Authority. The office of Secretary may be held by the
Executive Director upon approval thereof by the Authority.
Section 5. Treasurer's Duties. The treasurer:
(1) shall receive and is responsible for Authority money;
(2) is responsible for the acts of the assistant treasurer;
(3) shall disburse Authority money by any Authority -approved method,
including without limitation check, wire transfer, or credit card;
(4) shall keep an account of the source of all receipts and the nature, purpose,
and authority of all disbursements;
(5) shall file the Authority's detailed financial statement with its secretary at
least once a year at times set by the Authority; and
(6) shall prepare and submit an annual report describing the Authority's
activities and providing an accurate statement of its financial condition to the City
of Monticello by no later than one month following the annual meeting of the
Authority.
Section 6. Assistant Treasurer. The assistant treasurer has the powers and duties of
the treasurer if the treasurer is absent or incapacitated.
Section 7. Public Money. Authority money is public money.
ARTICLE IV - EXECUTIVE DIRECTOR
The City Administrator, or any other person designated in writing by the City Administrator and
approved by a majority of the Board of Commissioners, shall be designated as Executive
Director of the Authority.
Section 1. Duties. The Executive Director shall have general supervision over the
administration of the Authority's business and affairs subject to the direction of the Authority.
The Executive Director in his or her own name and title shall keep the records of the Authority,
shall act as recorder of the meetings of the Authority and record all votes, and shall keep record
of the proceedings of the Authority in a journal of proceedings to be kept for such purpose, and
shall perform all duties incident to the office. The Executive Director shall, with the President,
sign all contracts, deeds, and other instruments executed by the Authority, and shall keep in sole
custody the seal of the Authority and shall have power to affix such seal to all contracts and
instruments authorized to be executed by the Authority.
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325599v9MN190-130
Any person appointed to fill the office of Executive Director, or any vacancy herein, shall have
such terms as the Authority fixes, but no commissioner of the Authority shall be eligible to serve
as the Executive Director.
ARTICLE V - MEETINGS
Section 1. Regular Meetings. Regular meetings shall be held on the 2nd and 4d'
Wednesday of each month.
Section 2. Annual Meeting. The annual meeting of the Authority shall be held in
conjunction with the regular February meeting at the regular meeting place of the Authority. The
August regular meeting shall include final fund balances reviewed at the Annual Meeting.
Section 3. Special Meetings. Special meetings of the Authority may be called by the
President, two members of the Authority, or the Executive Director for the purpose of transacting
any business designated in the call. All commissioners of the Authority shall be notified.
Section 4. Quorum. At any meeting of the Authority, the presence of four
commissioners shall constitute a quorum. If a quorum is not present at any meeting, those
present shall have power to adjourn the meeting from time to time without notice other than
announcement at such meeting until the requisite number of votes shall be present to constitute a
quorum. At any such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called. Any resolution,
election, or other formal action of the Authority shall be adopted upon the affirmative vote of a
majority of the Authority membership.
Section 5. Rules of Procedure. Unless otherwise specified in the Enabling
Resolution or in these bylaws, all meetings of the Authority shall be conducted in accordance
with Roberts' Rules of Order revised.
Section 6. Manner of Voting. The voting on all questions coming before the
Authority shall be voice unless the President calls for a roll call vote. The yeas and nays shall be
entered upon the minutes of such meetings.
ARTICLE VI - EMPLOYEES; SERVICES; SUPPLIES
Section 1. Employ. Subject to limits set by the appropriations or other funds
made available, the Authority may employ such staff, technicians, and experts as may be deemed
proper and may incur such other expenses as may be necessary and proper for the conduct of its
affairs.
Section 2. Contract for Services. The Authority may contract for services of
consultants, agents, public accountants, and other persons needed to perform its duties and
exercise its powers.
Section 3. Legal Services. The Authority may use the services of the city attorney or
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325599v9MN190-130
hire a general counsel for its legal needs. The city attorney or general counsel, as determined by
the Authority, is its chief legal advisor.
Section 4. Supplies. The Authority may purchase the supplies and materials it needs
to carry out its function pursuant to Minnesota Statutes, Sections 469.090 to 469.1081.
Section 5. City Purchasing. The Authority may use the facilities of its city's
purchasing department in connection with construction work and to purchase equipment,
supplies, or materials.
Section 6. City Facilities, Services. The City may furnish offices, structures and
space, and stenographic, clerical, engineering, or other assistance to the Authority.
Section 7. Delegation Power. The Authority may delegate to one or more of its
agents or employees powers or duties as it may deem proper.
ARTICLE VII - POWERS
Section 1. Functions, Powers, and Duties. Shall be in accordance with the
Enabling Resolution.
Section 2. Limitations of Power.
Resolution.
Shall be in accordance with the Enabling
ARTICLE VIII - AMENDMENTS
Section 1. Amendment to Bylaws. The bylaws of the Authority shall be amended by
a majority vote of the Authority membership at a regular or special meeting. The amendments
must be in written form.
Section 2. Conflicts. In any instance where these bylaws are in conflict with the
Enabling Resolution, the Enabling Resolution shall control.
Section 3. Effective Date. These bylaws are effective upon their adoption by the
Authority.
Dated: August 14, 2019.
Signed:
President
(Seal)
Executive Director
4
325599v9MN190-130
Schedule of Assets, Liabilities, Deferred Inflows of Resources, and Fund Balances
Economic Development Authority & Small Cities Development Program
December 31, 2022 - Unaudited
TIF 6 (d) TIF 19 TIF 20 (d) TIF 22 TIF 24 TIF 29 TIF 30 TIF 34 TIF 40 TIF 41 GAAP Total Total
EDA General GMEF TIF Future Raindance MS Shores Prairie West Downtown St. Henry's Front Porch CMHP Interchange Briggs UMC Reconciliation EDA SCDP
ASSETS
Cash and investments $ 2,745,954 $ 937,668 $ - $ 18,001 $ - $ 104,172 $ 437,082 $ - $ - $ 78,500 $ 77,370 $ 6,506 $ - $ - $ 4,405,253 $ 767,787
Receivables
Delinquent taxes 955 - - - - - 1,835 - - - - - - - 2,790 -
Accounts 16,088 - - - - - - - - - - - - - 16,088 -
Intrafund receivable 124,149 - - 731,000 - - - - - - - - - (855,149) - -
Prepaid items 2,362 - - - - - - - - - - - - - 2,362 -
Notes receivable 127,246 306,497 - - - - - - - - - - - - 433,743 130,422
Land held for resale 2,006,336 163,200 2,169,536
TOTAL ASSETS $ 5,035,211 $ 1,244,165 $ $ 749,001 $ $ 104,172 $ 602,117 $ $ $ 78,500 $ 77,370 $ 6,506 $ $ (855,149) $ 7,041,893 $ 898,209
LIABILITIES
Accounts and contracts payable $ 12,554 $ - $ - $ - $ - $ - $ 6,198 $ - $ - $ - $ - $ - $ - $ - $ 18,752 $ -
Intrafund payable - - 45,363 - - - - - - 78,500 - 731,286 (855,149) - -
Unearned revenue - - - - - - 163,200 - - - - - (163,200) - -
Escrow deposits
Total liabilities 12,554 45,363 169,398 78500 731,286 (1,018,349) 18,752
DEFERRED INFLOWS OF RESOURCES
Unavailable revenue - property taxes 955 1,835 2,790
FUND BALANCES
Nonspendable 2,362 - - - - - - - - - - - 2,362 -
Res[dcted - 1,244,165 - 749,001 - 104,172 430,884 - - - 77, 6,506 (731,286) 163,200 2,044,012 898,209
Assigned 5,019,340 - (45,363) - -- - - - - 4,973,977 -
Total fund balance 5,021,702 1,244,165 (45,363) 749,001 - 104,172 430,884 - - 6,506 (731,286) 163,200 7,020,351 898,209
TO1 370 TAL LIABILITIES,
AND FUND BALANCES $ 5,035,211 $ 1,244,165 $ $ 749,001 $ $ 104,172 $ 602,117 $ $ $ 78,500 $ 77,370 $ 6,506 $ $ (855,149) $ 7,041,893 $ 898,209
Required or Actual Decertification Date 12/9/203 12/31/2023 12110/2018 12/31/2024 12/31/2026 12/31/2029 12/31/2029 12/31/2022 12/31/2045 12/312030
TIF District Type Redevelopment Housing Redevelopment 1- housing& Housing Housing Housing Redevelopment Housing Economic
(d) = decertified Redevelopment Dsvelopmerrt
CITY OF MONTICELLO
Schedule of Revenues, Expenditures and Other Financing Sources (Uses)
Economic Development Authority & Small Cities Development Program
For the Period Ended December 31, 2022 - Unaudited
TIF 6 (d) TIF 19 TIF 20 (d) TIF 22 TIF 24 TIF 29 TIF 30 TIF 34 TIF 40 TIF 41 GAAP Total Total
EDA General GMEF TIF Future Raindance MS Shores Prairie West Downtown St. Henry's Front Porch CMHP Interchange Briggs UMC Reconciliation EDA SCDP
Rev
Property taxes $ 388,292 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 388,292 $
Tax increments - - - - 41,053 - 296,000 59,835 36,119 16,895 220,840 49,559 - - 720,301 -
Intergovernmental 375,547 - - - - - - - - - - - - - 375,547 -
Charges for services - - - - - - - - - - - - - - - -
Investment earnings (115,831) - - - - - - - - - - - - - (115,831) (30,286)
Interest on loans 2,286 9,114 - - - - - - - - - - - (2,286) 9,114 3,873
Other revenues 831,566 831,566
_ _ _ _ _ _ _ _ _ _ _
Total revenues 1,481,860 9,114 41,053 296,000 59,835 36,119 16,895 220,840 49,559 (2,286) 2,208,989 (26,413)
Expenditures:
Current
Salary and wages 124,897 - - - - - - - - - - - - - 124,897 -
Benefits 46,365 - - - - - - - - - - - - 46,365 -
supplies 374 - - - - - - - - - - - - 374 -
Professionalservices - legal 6,176 - - - 249 - 1,286 249 - 249 - 238 - 8,447 -
Professionalservices - other 144,728 - - - - - - - - - - - 144,728 -
LPV Insurance 1,668 - - - - - - - - - - 1,668 -
Legal and general publications 203 - - - 48 48 48 48 48 8 6 48 - 635 -
Property taxes 13,664 - - - - - - - - - - 13,664 -
Marketing 26,766 - - - - - - - - - 26,766 -
Dues and membership 8,091 - - - - - - - - - - 8,091 -
Utilities 6,913 - - - - - - - - - - - 6,913
IT services 3,659 - - - - - - - - - - - - 3,659 -
Travel and conferences 1,996 - - - - - - - - - - - - 1,996 -
Land adjustment to market - - - - - - - - - - - - - -
Qualifying TIF expenditures - - - - 172,703 - 170,361 233,614 2 5 36, - - - - 842,752
Other expenditures 527,598 - - - - - - - - - - - - 527,598 -
Excess increments - - - - - - 188,360 - - - - - - 188,360 -
Interest on intrafund loans - - - - - - - - 2,286 - - - (2,286) - -
PAYG Dayments to third parties 12,191 44,603 56,794
Total expenditures 913,098 173,000 48 372,246 233,911 230,083 38,622 48 44,651 286 (2,286) 2,003,707
Excess (deficiency) of revenues over
expenditures 568,762 9,114 131 947 48 76 6 076 (193,964) (21,727) 220,792 4,908 (286) 205,282 (26,413)
Other fnancinq uses
Transfers in 4,900 - - - - - - - - - - - - 4,900 -
Transfers out (197,925) (197,925)
Total other financing sources (uses) 4,900 (197,925) (193,025)
Net change in fund balances 573,662 9,114- (13 (48) (76,246) (174,076) (193,964) (21,727) 22,867 4,908 (286) - 12,257 (26,413)
Fund balance at beqinninq of year 4,448,040 1,235,051 (45,363) *A001 13 104,220 507,130 174,076 193,964 21,727 54,503 1,598 (731,000) 163,200 7,008,094 924,622
Fund balance at end of year $ 5,021,702 $ 1,244,165 $ (45,363) $ 749,001 $ 04 172 $ 430,884 $ $ $ $ 77,370 $ 6,506 $ (731,286) $ 163,200 -$-:7 ,020,351 $ 898,209
Required or Actual Deceriffication Date12/9/2013 12/312023 12/102018 12/312024 11/112028 12/312029 12/312029 12,312022 12/312045 12,312030
TIF District Type Redevelopment sing Redevelopment Housing& Housing Housing Housing Redevelopment Housing Economic
(d)=decertified 1 Redevelopment Development
MINUTES
REGULAR MEETING - ECONOMIC DEVELOPMENT AUTHORITY (EDA)
Wednesday, January 11, 2023 — 6:00 p.m.
Mississippi Room, Monticello Community Center
Commissioners Present: President Steve Johnson, Vice President Jon Morphew, Hali Sittig,
Councilmembers Lloyd Hilgart and Tracy Hinz
Commissioners Absent: 011ie Koropchak-White
Staff Present: Executive Director Jim Thares, Angela Schumann, Hayden
Stensgard
1. Call to Order
President Steve Johnson called the regular meeting of the Monticello EDA to order at
6:00 p.m.
2. Roll Call
Mr. Johnson called the roll.
3. Consideration of Additional Agenda Items
None
4. Consent Agenda
a. Consideration of Approving Special Meeting Minutes — November 22, 2022
b. Consideration of Aoorovine Regular Meeting Minutes — December 14. 2022
c. Consideration of Approving Payment of Bills
LLOYD HILGART MOVED TO APPROVE THE JANUARY 11, 2023, REGULAR MEETING
CONSENT AGENDA. HALI SITTIG SECONDED THE MOTION. MOTION CARRIED
UNANIMOUSLY, 5-0.
Regular Agenda
5. Consideration of Broadwav Parking Easement Snowalow Contract Uodate
Executive Director Jim Thares provided an overview of the agenda item to the EDA and
the public. Related to the EDA owned property on Block 36 downtown, the contract for
snowplow services on that block changed to a new service provider and includes a
significant price increase for the service. The EDA was provided an update on the
situation, no action was taken on the item.
6. Economic Development Director's Report
Mr. Thares provided an overview of the agenda item to the EDA and the public. No
action was taken on the item.
7. Closed Meeting — Consideration of Recessing to Closed Session to Consider Offers or
Counteroffers for the Purchase or Sale of Real Proaerty Pursuant to Minnesota Statute
13D.05, Subdivision 3(c)(3)
Properties:
1. PID: 155-249-001010
2. PID: 155-273-001010
3. PID: 155-248-001030
4. PID: 155-248-001020
5. PID: 155-248-001010
The EDA recessed into closed session following the completion of the item 6.
8. Adjourn
TRACY HINZ MOVED TO ADJOURN THE REGULAR MEETING OF THE MONTICELLO EDA.
HALI SITTIG SECONDED THE MOTION. MOTION CARRIED UNANIMOUSLY, 5-0. MEETING
ADJOURNED AT 7:22 P.M.
EDA Agenda: 2/7/23
5b. Consideration of Approving Payment of Bills
A. REFERENCE AND BACKGROUND:
Accounts Payable summary statements listing bills submitted during the previous month
are included for review.
B. ALTERNATIVE ACTIONS:
1. Motion to approve payment of bills through January 2023.
2. Motion to approve payment of bills through January 2023 with changes as
directed by the EDA.
C. STAFF RECOMMENDATION:
Staff recommends approval of Alternative #1.
D. SUPPORTING DATA:
A. Accounts Payable Summary Statements
Accounts Payable
Transactions by
Account CITY F
User: Julie.Cheney
Printed: 01/04/2023 - 4:57PM 3tjMSo!nti e
ffo
Batch: 00204.01.2023
Account Number Vendor Description GL Date Check No Amount PO No
213-00000-220110 KENNEDY AND GRAVEN CHAR] TIF 1-44 Washburn POS Expansion L 12/31/2022 126607 443.50
213-00000-220110 KENNEDY AND GRAVEN CHAR] 21TOO 1 -Headwaters Apartment TIF - 12/31/2022 126607 1,885.80
213-00000-220110 KENNEDY AND GRAVEN CHAR] 21TOO 1 -Headwaters Townhome TIF 12/31/2022 126607 7,684.90
Vendor Subtotal for Dept:00000 10,014.20
213-46301-430400 KENNEDY AND GRAVEN CHAR] Moon Motors Warehouse Developmer 12/31/2022 126607 75.00
213-46301-430400 KENNEDY AND GRAVEN CHAR] General EDA- Nov 2022 12/31/2022 126607 220.00
Vendor Subtotal for Dept:46301 295.00
213-46301-433100 DAVID BARTHOLOMAY 2023 Leadership Growth Group 01/10/2023 126587 600.00
Vendor Subtotal for Dept:46301 600.00
213-46301-443300 WRIGHT COUNTY ECONOMIC E 2023 Membership Dues 01/10/2023 126622 3,401.00
Vendor Subtotal for Dept:46301 3,401.00
213-46585-465110 LAXMI HOTEL INC Pay As You Go - 2nd Pmt 2022 - Inters 12/31/2022 126608 5,993.34
Vendor Subtotal for Dept:46585 5,993.34
AP -Transactions by Account (01/04/2023 - 4:57 PM) Page 1
Account Number
Vendor
Description
GL Date Check No
Subtotal for Fund: 213
Report Total:
Amount PO No
20,303.54
20,303.54
AP -Transactions by Account (01/04/2023 - 4:57 PM) Page 2
Accounts Payable
Transactions by
Account CITY F
�
User: Julie.Cheneyonti
Printed: 01/19/2023 - 3:24PM effo
Batch: 00205.01.2023
Account Number Vendor Description GL Date Check No Amount PO No
213-46301-431993 WSB & ASSOCIATES INC 2022 Economic Development Service: 12/31/2022 0 2,092.50
213-46301-431993 WSB & ASSOCIATES INC Downtown Redev Project - Nov 2022 12/31/2022 0 154.50
Vendor Subtotal for Dept:46301 2,247.00
213-46301-443300 INITIATIVE FOUNDATION 2023 Endowment Contribution 01/24/2023 126646 2,390.00
Vendor Subtotal for Dept:46301 2,390.00
213-46601-181300 MONTICELLO RV CENTER INC Refund Duplicate Loan Payment 01/24/2023 126659 749.69
Vendor Subtotal for Dept:46601 749.69
Subtotal for Fund: 213 5,386.69
Report Total: 5,386.69
AP -Transactions by Account (01/19/2023 - 3:24 PM) Page 1
Accounts Payable
Transactions by Account CITY F
�
User: 0l/1 2023 - onti effo
hency
Printed: 01/19/2023 - 11:50AM
Batch: 00201.01.2023
Account Number Vendor Description GL Date Check No Amount PO No
213-46301-438200 CITY OF MONTICELLO 7256-004 - 130 Brdwy- Stormwtr 12/31/2022 0 26.25
213-46301-438200 CITY OF MONTICELLO 7256-007 - 103 Pine St- EDA 12/31/2022 0 0.00
213-46301-438200 CITY OF MONTICELLO 7256-008 - 112 River St. W EDA 12/31/2022 0 45.50
213-46301-438200 CITY OF MONTICELLO 7256-0010 - 101 Brdwy W-EDA 12/31/2022 0 0.00
213-46301-438200 CITY OF MONTICELLO 7256-0011 107 Brdwy W- EDA 12/31/2022 0 0.00
213-46301-438200 CITY OF MONTICELLO 7256-013 - 113 Brdwy W - EDA 12/31/2022 0 45.50
213-46301-438200 CITY OF MONTICELLO 7256-014 - 121 Brdwy W - EDA 12/31/2022 0 45.50
Vendor Subtotal for Dept:46301 162.75
213-46301-443300 US BANK CORPORATE PMT SYS EDAM - 2023 Membership (2) 01/15/2023 0 450.00
Vendor Subtotal for Dept:46301 450.00
213-46301-443990 US BANK CORPORATE PMT SYS Monti Chamber - Nov & Dec Lunches 12/31/2022 0 40.00
Vendor Subtotal for Dept:46301 40.00
Subtotal for Fund: 213 652.75
Report Total: 652.75
AP -Transactions by Account (01/19/2023 - 11:50 AM) Page 1
Accounts Payable
Transactions by Account
User: Julie.Cheney
Printed: 02/02/2023 - 1:38PM
Batch: 00207.01.2023
Account Number
" CITY O F
onti effo
Vendor Description GL Date Check No Amount PO No
213-46301-438100 XCEL ENERGY 51-13295413-8 - 103 Pine St 01/31/2023
Vendor Subtotal for Dept:46301
213-46301-443990 DEMVI LLC Parking Lot Maintenance - Jan 2023 01/31/2023
Vendor Subtotal for Dept:46301
Subtotal for Fund: 213
Report Total:
The preceding list of bills payable totaling $26,556.84 was approved for payment.
Date: 2/8/23 Approved by:
Tracy Hinz - Treasurer
0 0.00
0.00
0 213.86
213.86
213.86
213.86
AP -Transactions by Account (02/02/2023 - 1:38 PM) Page 1
EDA Agenda: 2/7/23
5c. Consideration of Adopting Resolution 2023-01 Rescinding a Purchase Agreement with
Powersports Services, LLC (Moon Motors) and Platinum Technologies, LLC connected
to the proposed acquisition of Lot 1, Block 1, Oakwood Industrial Park, 3rd Addition
(1.46 -acres), located at 9699 Fallon Avenue (JT)
A. REFERENCE AND BACKGROUND:
The EDA is asked to consider adopting Resolution 2022-30 rescinding a purchase
agreement with Powersports Services, LLC (Moon Motors) for the acquisition of Lot 1,
Block 1, Oakwood Industrial Park, 3rd Addition.
Washburn Computer Group, 218 Chelsea Road, had previously expressed an interest in
expanding its existing 33,000 square foot warehouse southward onto the 1.46 -acre
vacant lot located at 9699 Fallon Avenue. The company had informed City staff and the
EDA that this parcel would be a crucial component of its proposed 43,000 square foot
facility expansion. Washburn proposed to use the vacant parcel as a truck staging,
maneuvering, and loading area. The company further stated that a potential second
phase building addition could also occur on the site in the future. In the spring of 2022,
the City Council and the EDA approved establishing TIF District (1-44) to support
Washburn's expansion proposal.
In further supporting the Washburn proposal, at its October 12, 2022, meeting, the EDA
approved entering into a purchase agreement for the 1.46 -acre parcel. The intent was
for the EDA to hold the lot for Washburn, and concurrently enter into a Land Purchase
Option Agreement with Washburn (also approved at the October 12, 2022, meeting).
After that action, Washburn officials provided guidance to City staff regarding its
expansion goals and timeline. They are now stating that they may want to broaden their
facility needs and site options and affirm that a potential development timeline is not
prior to 2025. The result is that the site may not be needed for Washburn's expansion
proposal, thus making the EDA acquisition of the lot a moot action at this time.
Moon Motors is asking $300,000 for the 1.46 -acre lot. It should also be noted that their
goal has been to sell the property in 2022 or early 2023. In relationship to the sale of the
1.46 -acre parcel, the site broker has requested that the EDA consider Moon Motor's
own potential warehouse development proposal. The desired site for this proposal is an
EDA owned lot in Otter Creek Business Park, Lot 1, Block 1, Otter Creek Crossing, 71h
Addition.
EDA Agenda: 2/7/23
In discussions, the site broker has consistently requested that the sale of the 1.46 acre
lot sale to the EDA be linked to concurrent EDA approval of a Preliminary Development
Agreement (PDA) with Moon Motors. The PDA would reserve a 6 -acre +/- lot in Otter
Creek Business Park exclusively for a future Moon Motors warehouse development. The
linkage of these two geographically unrelated sites has been a complicating factor for
both buyer and seller in confidently moving forward with acceptable agreements for
both parcels.
If the EDA rescinds the Fallon Avenue lot purchase agreement, Moon Motors will most
likely market the 1.46 -acre parcel for sale. There is a possibility that the lot will be
acquired by an entity other than Washburn in the short to mid-term time frame. Again,
Washburn is aware of this situation and has stated to staff that is comfortable with that
risk.
Al. STAFF IMPACT: In-house and consultant staff time involved in the tasks related to
the proposed rescinding of the purchase agreement for the 1.46 -acre lot include the
Community Development Director, Economic Development Manager, and the EDA
attorney. The primary tasks connected with this consideration include drafting the EDA
Resolution rescinding the purchase agreement and preparation of a staff report.
A2. BUDGET IMPACT: The budget impact connected to rescinding the Fallon Avenue
Lot Purchase Agreement are estimated to be legal fees in the amount $395 +/-.
B. ALTERNATIVE ACTIONS:
1. Motion to approve Resolution 2023-01 rescinding a Purchase Agreement with
Powersports Services, LLC (Moon Motors) and Platinum Technologies, LLC
connected with the acquisition of a 1.46 -acre industrial parcel located at 9699
Fallon Avenue in the amount of $300,000.
2. Motion to table consideration of Adopting Resolution 2023-01 for further
research and/or discussion.
C. STAFF RECOMMENDATION:
Staff recommends Alternative #1. It has recently been determined by Washburn that
the 1.46 -acre parcel is not needed and may not ultimately be the best option for a
Washburn expansion project and/or facility decision. City staff will continue to
communicate with Washburn regarding its future facility needs and plans and update
the EDA and/or bring action items forward in support of Washburn as needed.
EDA Agenda: 2/7/23
:4 9 I►let 07_ACIV
A. Resolution 2023-01
B. Purchase Agreement
C. Parcel Aerial Photo
D. Parcel Listing
CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 2023-01
RESCINDING A PURCHASE AGREEMENT BY AND BETWEEN THE CITY OF
MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY, POWERSPORTS SERVICES
LLC, AND PLATINUM TECHNOLOGIES, LLC
BE IT RESOLVED by the Board of Commissioners (the "Board") of the City of
Monticello Economic Development Authority (the "Authority") as follows:
Back rg ound.
1.01. On October 12, 2022, the Board approved a Purchase Agreement (the "Purchase
Agreement") between the Authority and Powersports Services LLC, a Minnesota limited liability
company ("Powersports"), and Platinum Technologies, LLC, a Minnesota limited liability company
("Platinum" and, with Powersports, the "Landowners"), pursuant to which, the Authority would
acquire certain property (the "Property") located at 9699 Fallon Avenue in the city of Monticello,
Minnesota from the Landowners for economic development purposes.
1.02. Pursuant to paragraph 8 of the Purchase Agreement, the date of closing on the
Property shall be no later than November 30, 2022 ("Closing Date").
1.03. The Purchase Agreement has not been executed by Powersports, Platinum or the
Authority, the Closing Date has passed and the Purchase Agreement has expired. For the purposes
of clarity, the Board now desires to rescind and revoke the Purchase Agreement.
2. Recission of Purchase Agreement.
2.01. The Authority rescinds and revokes the Purchase Agreement and the Purchase
Agreement is hereby terminated and cancelled.
2.02. Authority officials and consultants are authorized to take any other actions necessary
to carry out the intent of this resolution.
Approved this 8th day of February, 2023, by the Board of Commissioners of the City of Monticello
Economic Development Authority.
President
ATTEST:
Executive Director
MN325\48\854211.v2
PURCHASE AGREEMENT
9699 Fallon Avenue, Monticello, Minnesota
This Purchase Agreement ("Agreement") is made as of this day of October, 2022,
by and between Platinum Technologies, LLC, a Minnesota limited liability company ("Seller")
and the City of Monticello Economic Development Authority, a public body politic and
corporate under the laws of the State of Minnesota ("Buyer").
1. PROPERTY. Seller is the owner of property located at 9699 Fallon Avenue in the City
of Monticello, Minnesota (PID 155249001010), which is legally described on the attached
Exhibit A (the "Property").
2. OFFER/ACCEPTANCE. In consideration of and subject to the terms and provisions of
this Agreement, Buyer offers and agrees to purchase, and Seller agrees to sell and hereby grants
to Buyer the exclusive right to purchase the Property and any improvements thereon, together
with all appurtenances. Personal property is not included in the sale of the Property.
3. PURCHASE PRICE FOR PROPERTY AND TERMS.
a. PURCHASE PRICE: The total purchase price for the Property, representing the
fair market value of the Property plus any compensation attributable to Seller's
relocation benefits pursuant to paragraph 18 hereof, is: Three Hundred Thousand
and 00/100ths Dollars ($300,000.00) ("Purchase Price").
b. TERMS:
1. EARNEST MONEY: Earnest money in the amount of
Dollars ($ ) (the "Earnest Money") shall be deposited by
Buyer into escrow with Old Republic Title Insurance Company ("Title")
within 15 business days after this Agreement has been executed by both
parties. The Earnest Money is refundable to the extent provided herein.
2. BALANCE DUE SELLER: Buyer agrees to pay the Purchase Price to
Seller by check or wire transfer on the Closing Date (defined hereafter)
according to the terms of this Agreement.
3. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller
agrees to execute and deliver to Buyer a Warranty Deed conveying
marketable fee simple title to the Property, free and clear of any
mortgages, liens or encumbrances other than matters created by or
acceptable to Buyer, subject only to the following exceptions:
Building and zoning laws, ordinances, state, and federal
regulations;
ii. Reservation of minerals or mineral rights to the State of
1
MN325-48-827926.v2
Minnesota, if any; and
iii. Public utility and drainage easements of record which will not
interfere with Buyer's intended use of the Property.
4. DOCUMENTS TO BE DELIVERED AT CLOSING BY SELLER. In addition to the
Warranty Deed required at paragraph 3.b.3. above, Seller shall deliver to Buyer at closing:
a. An affidavit from Seller sufficient to remove any exception in Buyer's policy of
title insurance for mechanics' and materialmens' liens and rights of parties in
possession;
b. A "bring -down" certificate, certifying that all of the warranties made by Seller in
this Agreement remain true as of the Closing Date;
C. Affidavit of Seller confirming that Seller is not a foreign person within the
meaning of Section 1445 of the Internal Revenue Code;
d. Well disclosure certification, if required, or, if there is no well on the Property, the
Warranty Deed given pursuant to paragraph 3.b.3. above must include the
following statement: "The Seller certifies that the Seller does not know of any
wells on the described real property;"
e. Any notices, certificates, and affidavits regarding any private sewage systems,
underground storage tanks, and environmental conditions as may be required by
state or federal statutes, rules or regulations;
f. A cancellation of the contract for deed that was entered into by Seller for the sale
of the Property to Powersports Services LLC; and
f. Any other documents reasonably required by Title (as defined in paragraph 6) or
Buyer's attorney to evidence that title to the Property is marketable and that Seller
has complied with the terms of this Purchase Agreement.
5. CONTINGENCIES. Buyer's obligation to purchase the Property is contingent upon the
following:
a. Approval of this Purchase Agreement by Buyer's governing body;
b. Written findings by the Planning Commission of the City of Monticello that the
acquisition of the Property conforms to the City Comprehensive Plan;
C. Buyer conducting environmental investigations on the Property and receiving
reports that are satisfactory to Buyer; and
d. Buyer's determination of marketable title pursuant to paragraph 6 of this
2
MN325-48-827926.v2
Agreement.
Buyer shall have 30 days from the date of execution of this Agreement by Buyer and Seller to
remove or waive the foregoing contingencies (the "Due Diligence Period"). These contingencies
are solely for the benefit of Buyer and may be waived by Buyer. If Buyer or its attorney gives
written notice to Seller that all contingencies are duly satisfied or waived, Buyer and Seller shall
proceed to close the transaction as contemplated herein.
If one or more of the contingencies is not satisfied, or is not satisfied within the Due Diligence
Period, and is not waived by Buyer, this Agreement shall thereupon be void at the written option
of Buyer, Buyer and Seller shall execute and deliver to each other documentation effecting the
termination of this Agreement, and the Earnest Money shall be refunded to Buyer in full. Buyer
shall also deliver to Seller copies of all documentation gathered during the Due Diligence Period,
including without limitation all survey, environmental or soil tests.
6. TITLE EXAMINATION/CURING TITLE DEFECTS. Buyer will, at Seller's
expense, obtain a commitment for title insurance ("Commitment") for the Property from Title.
Buyer shall have ten business days after the later of execution in full of this Purchase Agreement
or receipt of the Commitment to examine the Commitment and to deliver written objections to
title, if any, to Seller, or Buyer's right to do so shall be deemed waived. Seller shall have until
the end of the Due Diligence Period (or such later date as the parties may agree upon) to make
title marketable, at Seller's cost. In the event that title to the Property cannot be made
marketable or is not made marketable by Seller within the Due Diligence Period, then this
Agreement may be terminated at the option of Buyer.
7. ENVIRONMENTAL INVESTIGATIONS. Buyer acknowledges that it has been
authorized by Seller to enter the Property and conduct environmental investigations of the
Property. Seller shall provide to Buyer any environmental reports or information concerning the
Property in Seller's possession at the time of execution of this Agreement. Buyer hereby agrees
to indemnify, defend, and hold Seller harmless from and against any and all losses, claims,
causes of action, liabilities and costs of defense incurred by Seller arising out of the actions of
Buyer, its agents, employees, contractors, or invitees in carrying out Buyer's environmental
investigations, unless due to the negligence or willful misconduct of Seller or its agents,
employees or contractors.
8. CLOSING DATE. The date of closing shall be no later than November 30, 2022, or
such earlier date as is mutually agreed by the parties ("Closing Date"). Delivery of all papers
and the closing shall be made through escrow with Title, or at such other location as is mutually
agreed upon by the parties. All deliveries and notices to Buyer shall be made as provided in
Section 16 of this Agreement.
9. POSSESSION/TENANTS.
a. Possession. Seller agrees to deliver possession of the Property to Buyer on the
Closing Date.
b. Tenants. Seller represents there are not any tenants or third parties in possession
3
MN325-48-827926.v2
of the Property. The parties expressly agree and understand that Seller shall not
enter into any third -party leases for any portion of the Property on or after the date
of this Agreement. The parties agree that any personal property of Seller,
remaining on the Property on the Closing Date shall become property of Buyer.
10. SELLER'S WARRANTIES AND REPRESENTATIONS. Seller hereby represents
and warrants to Buyer and Seller will represent and warrant to Buyer as of the Closing Date that:
a. Sewer and water. Seller represents that to the best of Seller's knowledge, the
Property is connected to City sewer and water.
b. Mechanics' Liens. Seller warrants that, prior to the closing, Seller shall pay in
full all amounts due for labor, materials, machinery, fixtures or tools furnished
within the 120 days immediately preceding the closing in connection with
construction, alteration or repair of any structure upon or improvement to the
Property caused by or resulting from any action of Seller.
C. Notices. Seller represents that Seller has not received any notice from any
governmental authority as to violation of any law, ordinance, or regulation in
connection with the Property.
d. Tenants. Seller warrants there are no tenants on the Property.
e. Broker Commission. Commercial Real Estate Solutions (CRS) is Seller's broker
in this transaction. Buyer is not represented by a broker in this transaction. Seller
shall be responsible for paying any commissions or compensation due to Seller's
broker as a result of this transaction. Seller warrants that as of the date of this
Agreement, that with the exception of its agreement with Commercial Real Estate
Solutions (CRS), there is no agreement in effect with any other broker, agent, or
representative who shall be entitled to any commission in connection with this
transaction. Buyer warrants that as of the date of this agreement, there is no
agreement that Buyer has in effect with any broker, agent, or representative who
shall be entitled to any commission in connection with this transaction. Each
party agrees to indemnify, defend and hold the other party harmless from the
claims of any broker, real estate agent or similar party claiming compensation
through the indemnifying party.
f. Condemnation. Seller has received no notice that there is any pending or, to the
actual knowledge of Seller, threatened condemnation or similar proceeding
affecting the Property or any portion thereof, and Seller has no actual knowledge
that any such action is contemplated.
g. Legal Proceedings. There are no legal actions, suits or other legal or
administrative proceedings, pending or threatened, that affect the Property or any
portion thereof, and Seller has no knowledge that any such action is presently
contemplated.
4
MN325-48-827926.v2
h. Legal Capacity. Seller has the legal capacity to enter into this Agreement. Seller
has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year
under the United States Bankruptcy Code, nor has any petition for bankruptcy or
receivership been filed against Seller within the last year.
i. Underground Tanks. To the best of Seller's knowledge, the Property does not
contain any underground storage tanks of any size or description.
j. Wells. The Seller certifies that the Seller does not know of any wells on the
Property.
k. Sewage Systems. Seller does not know of any individual sewage treatment
systems on or serving the Property, or if any individual sewage treatment systems
exist, Seller shall comply with all applicable statutory disclosure requirements
regarding such individual sewage treatment systems.
Seller's representations and warranties set forth in this paragraph shall be continuing and are
deemed to be material to Buyer's execution of this Agreement and Buyer's performance of its
obligations hereunder. All such representations and warranties shall be true and correct on or as
of the Closing Date with the same force and effect as if made at that time; and all of such
representations and warranties shall survive closing and any cancellation or termination of this
Agreement, and shall not be affected by any investigation, verification or approval by any part
hereto or by anyone on behalf of any party hereto. Seller agrees to defend, indemnify, and hold
Buyer harmless for, from and against any loss, costs, damages, expenses, obligations, and
attorneys' fees incurred should an assertion, claim, demand, or cause of action be instituted,
made, or taken, which is contrary to or inconsistent with the representations or warranties
contained herein.
11. BUYER'S ACKNOWLEGEMENT. Buyer acknowledges and agrees that, except as
otherwise provided herein, having been given the opportunity to inspect the Property and review
available information and documentation affecting the Property, Buyer is relying solely on its
own investigation of the Property and review of such information and documentation. Buyer
acknowledges and agrees that no representations or statements have been made by Seller in order
to induce Buyer to enter into this transaction other than as expressly stated herein, and that Buyer
has not relied upon any representations or statements other than as expressly stated herein. Buyer
further acknowledges and agrees that, except as expressly provided herein, the sale of the
property as provided for herein is made on an "as -is, where is" condition and basis with all faults
and conditions (environmental and all other), and that Seller has no obligation to make any
remediation, repairs, replacements, or improvements whatsoever.
12. CLOSING COSTS/RECORDING FEES/DEED TAX. At Closing, Seller shall pay:
(a) prorated property taxes due and payable in the year of Closing through the Closing Date; (b)
any special assessments levied against the Property and due and payable in the year of Closing;
(c) the cost of any documents required to clear title or to evidence marketable title, including fees
and charges to record such documents; (d) any operating costs of the Property up to the Closing
Date; (e) one-half of all closing and escrow fees customarily charged by Title; (f) any transfer or
5
MN325-48-827926.v2
deed taxes due and payable in the year of Closing on and after the Closing Date; (g) Seller's
broker's fees; (h) the cost of an initial title commitment and any title search and examination
fees; and (i) Seller's legal and accounting fees. Buyer shall pay: (a) the costs of any
environmental investigation, inspection, and/or survey costs ordered by Buyer; (b) costs of the
title insurance premium and any endorsements; (c) recording fees and charges related to the
filing of the Warranty Deed from the Seller; (d) prorated property taxes due and payable in the
year of Closing on and after the Closing Date; (e) one-half of all closing and escrow fees
customarily charged by Title; and (f) Buyer's legal and accounting fees.
13. INSPECTIONS. From the date of this Agreement to the Closing Date, Buyer, its
employees and agents, shall be entitled to enter upon the Property to conduct such surveying,
inspections, investigations, soil borings, and testing as Buyer shall elect. Buyer shall also be
entitled to a general walkthrough inspection within five days of the Closing Date. Buyer shall
immediately repair any damage caused by its inspection activities.
14. INSURANCE; RISK OF LOSS.
a. If there is any loss or damage to the Property between the date hereof and the
Closing Date, for any reason including fire, vandalism, flood, earthquake or act of
God, the risk of loss shall be on Seller. If the Property is destroyed or
substantially damaged before the Closing Date, this Agreement shall become null
and void, at Buyer's option. At the request of Buyer, Seller agrees to sign a
cancellation of Purchase Agreement.
b. Following the Closing Date, the Buyer shall procure and maintain property
insurance against the Property. Buyer shall assume all risk of damage or
destruction to the Property following the Closing Date.
15. DEFAULT/REMEDIES. If Buyer defaults under this Agreement, Seller has the right to
terminate this Agreement by giving written notice of such election to Buyer, pursuant to
Minnesota Statutes, Section 559.21. Time is of the essence of this Agreement. The termination
of this Agreement and retention by Seller of the Earnest Money will be the sole remedy available
to Seller for such default by Buyer, and Buyer will not be further liable for damages. If Seller
defaults under this Agreement, Buyer shall have the right (i) to terminate this Agreement and
receive reimbursement of the Earnest Money, or (ii) to enforce and recover from Seller specific
performance of this Agreement. The termination of this Agreement and reimbursement of the
Earnest Money or the enforcement and recovery from Seller of specific performance of this
Agreement shall be the sole remedies available to Buyer for such default by Seller, and Seller
shall not be further liable for damages.
16. RELOCATION BENEFITS; INDEMNIFICATION. Seller acknowledges that in the
event that Seller is eligible for relocation assistance and benefits, the Purchase Price includes
compensation for any and all relocation assistance and benefits for which Seller may be eligible,
including benefits for loss of going concern. The provisions of this paragraph shall survive
closing of the transaction contemplated by this Agreement.
6
MN325-48-827926.v2
For purposes of this Agreement, "relocation assistance and benefits" shall have the meanings
ascribed to them by the Uniform Relocation Assistance and Real Property Acquisition Policies
Act, 42 U.S.C. Sections 4601-4655 (the federal URA) and the regulations implementing the
federal URA, 49 C.F.R. Sections 24.1-24.603.
17. NOTICE. Any notice, demand, request, or other communication which may or shall be
given or served by the parties, shall be deemed to have been given or served on the date the same
is personally served upon one of the following indicated recipients for notices or is deposited in
the United States Mail, registered or certified, return receipt requested, postage prepaid and
addressed as follows:
SELLER: Platinum Technologies, LLC
219 Dundas Road
Monticello, MN 55362
Attn: Stephen J. Budd
BUYER: City of Monticello Economic Development Authority
505 Walnut Street, Suite 1
Monticello, MN 55362
Attn: Executive Director
18. ENTIRE AGREEMENT. This Agreement, including exhibits attached hereto, and any
amendments hereto signed by the parties, shall constitute the entire agreement between Seller
and Buyer and supersedes any other written or oral agreements between the parties relating to the
Property. This Agreement can be modified only in a writing properly signed on behalf of Seller
and Buyer.
19. SURVIVAL. Notwithstanding any other provisions of law or court decision to the
contrary, the provisions of this Agreement shall survive closing.
20. BINDING EFFECT. This Agreement binds and benefits the parties and their successors
and assigns.
21. ELECTRONIC SIGNATURES; EXECUTION IN COUNTERPARTS. The
electronic signature of the parties to this Agreement shall be as valid as an original signature of
such party and shall be effective to bind the parties hereto. For purposes hereof, (i) "electronic
signature" means a manually signed original signature that is then transmitted by electronic
means; and (ii) "transmitted by electronic means" means sent in the form of a facsimile or sent
via the internet as a portable document format ("pdf ') or other replicating image attached to an
electronic mail or internet message. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
(The remainder of this page is intentionally left blank)
7
MN325-48-827926.v2
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
and year above.
Buyer: Seller:
City of Monticello Economic Development Platinum Technologies, LLC
Authority
By:
Its: President
By:
Its: Executive Director
8
MN325-48-827926.v2
By:
[Name]
[Title]
EXHIBIT A
Legal Description of the Property
Lot 1, Block 1, Oakwood Industrial Park 3rd Addition, County of Wright, State of Minnesota
Parcel ID: 155249001010
A-1
MN325-48-827926.v2
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Overview
Legend
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Parcel ID 155249001010 Alternate ID n/a Owner Address POWERSPORTS SERVICES LLC
Sec/Twp/Rng 14-121-025 Class 234- INDS LAND & BLDGS 15608 COUNTY ROAD 7 NW
Property Address Acreage n/a CLEARWATER, MN 55320
District 1101 CITY OF MONTICELLO 882 H
Brief Tax Description Sect-14Twp-121 Range -025 OAKWOOD IND PARK 3RD ADDN Lot -001 Block -001
(Note: Not to be used on legal documents)
Date created: 10/6/2022
Last Data Uploaded: 10/6/2022 8:18:26 AM
Developed by" Schneider
GEOSAATIAL
INFORMATION
* Sale Price $300,000.00
* Lot is 1.5 Acres
* Post Frame Building Allowed
* Outdoor Storage Allowed with CUP
* Wright County
* PID 155-249-001010 2021 Taxes $2,594.00
* Zoned: 1-2 Industrial District
* Businesses in Area Include:
Dakota Supply Group, Washburn, Fleet Farm, UMC,
Copperhead Industries, WSI Industries, McDonald's,
Dairy Queen Grill & Chill, Pizza Ranch,
Hoglund Bus Co., Holiday Station, General Rental,
Best Western and more...
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EDA: 02/08/23
5d. Consideration of Adopting Resolution 2023-02 Rescinding a Land Purchase Option
Agreement with Washburn Computer Group, LLC for Lot 1, Block 1, Oakwood
Industrial Park, 3rd Addition, (1.46 -acres) located at 9699 Fallon Avenue (JT)
A. REFERENCE AND BACKGROUND:
The EDA is asked to consider Resolution 2023-02 rescinding a land purchase Option
Agreement with Washburn Computer Group, LLC for a vacant 1.46 -acre industrial parcel
described as Lot 1, Block 1, Oakwood Industrial Park, 3rd Addition. The EDA approved an
Option Agreement with Washburn Computer Group at its November 9, 2022, meeting.
The three-year Option Agreement would allow Washburn Computer to reserve the 1.46 -
acre parcel for its planned 43,000 square foot warehouse facility expansion through
premium payments to the EDA. The total premium payments could have reached
$80,000 ($50,000 for the initial payment and with renewals of $15,000 each for two
renewals. Premium payments would be credited against the lot sales price of $300,000.
The Option Agreement has not been executed by either party because the EDA has not
yet closed on the land acquisition of site from Powersports, LLC (Moon Motors).
Recently Washburn Computer Group provided project update information to City staff
indicating that it is rethinking its range of strategies to achieve its facility space needs
and/or potential future warehouse development timeline and objectives. With that
additional background information, the EDA is also considering rescinding the Purchase
Agreement with Powersports, LLC for the 1.46 -acre parcel under Item 5c. If the EDA
approves rescinding the Purchase Agreement with Powersports for the lot, it has no
rights to enter into a Land Option Agreement with Washburn for the lot. To ensure
reduction of any outlier risks related to the Option Agreement, the EDA attorney advises
that it also be rescinded by Resolution.
Al. STAFF IMPACT: In house and consultant staff time involved in the tasks related to
rescinding the Option Agreement include the Community Development Director,
Economic Development Manager, and the EDA attorney. Tasks include drafting the
Resolution and the staff report. No additional staff are needed to complete the
property purchase work tasks.
A2. BUDGET IMPACT: The budget impact related to rescinding the unsigned Option
Agreement with Washburn Computer is modest. An estimate of legals fees for this work
is about $375.00 +/-. Those fees will be passed onto Washburn.
B. ALTERNATIVE ACTIONS:
EDA: 02/08/23
1. Motion to approve Resolution 2023-02 rescinding the land purchase Option
Agreement with Washburn Computer Group, LLC for a 1.46 -acre industrial parcel
located at 9699 Fallon Avenue.
2. Motion to table consideration of Adopting Resolution 2023-02 for further
research and/or discussion.
C. STAFF RECOMMENDATION:
Staff recommends Alternative #1. Rescinding the land purchase Option Agreement with
Washburn is recommended by the EDA attorney to ensure legal liabilities are
eliminated. The EDA has not closed on the 1.46 -acre parcel, and as such it has no right
to enter into an Option Agreement for the land. A related item on this EDA meeting
agenda also recommends rescinding the Purchase Agreement between the EDA and
Powersports, LLC (Moon Motors) by Resolution (Item 5c.) for the 1.46 -acre lot.
D. SUPPORTING DATA:
a. Resolution 2023-02
b. Option Agreement
2
CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 2023-02
RESCINDING AN OPTION AGREEMENT BY AND BETWEEN THE CITY OF
MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY AND THE WASHBURN
COMPUTER GROUP, INC.
BE IT RESOLVED by the Board of Commissioners (the "Board") of the City of
Monticello Economic Development Authority (the "Authority") as follows:
Back rg ound.
1.01. On October 12, 2022, the Board approved a Purchase Agreement (the "Purchase
Agreement") between the Authority and Powersports Services LLC, a Minnesota limited liability
company ("Powersports"), and Platinum Technologies, LLC, a Minnesota limited liability company
("Platinum" and, with Powersports, the "Landowners"), pursuant to which, the Authority would
acquire certain property (the "Property") located at 9699 Fallon Avenue in the city of Monticello,
Minnesota from the Landowners for economic development purposes.
1.02. Pursuant to paragraph 8 of the Purchase Agreement, the date of closing on the
Property was to be no later than November 30, 2022 ("Closing Date").
1.03. The Purchase Agreement has not been executed by Powersports, Platinum or the
Authority, the Closing Date has passed and the Purchase Agreement has expired without the
Authority acquiring the Property.
1.04. The Authority and The Washburn Computer Group, Inc., a Minnesota corporation
(the "Developer"), previously determined to enter into an Option Agreement (as revised, the
"Option Agreement"), pursuant to which the Authority would grant the Developer the option
acquire the Property from the Authority for a warehouse expansion project.
1.05. On October 12, 2022, the Board approved the Option Agreement. Thereafter, and
prior to execution of the Option Agreement by either party, the Developer requested changed to the
terms of the Option Agreement, which were subsequently reviewed and approved by the Board on
November 9, 2022.
1.06. The Authority and the Developer no longer desire to proceed with the Option
Agreement. The Option Agreement has not been executed by the Developer or the Authority. For
the purposes of clarity, the Board now desires to rescind and revoke the Option Agreement.
2. Recission of Option Agreement.
2.01. The Authority rescinds and revokes the Option Agreement and the Option
Agreement is hereby terminated and cancelled.
2.02. Authority officials and consultants are authorized to take any other actions necessary
to carry out the intent of this resolution.
Approved this 8th day of February, 2023, by the Board of Commissioners of the City of Monticello
Economic Development Authority.
President
ATTEST:
Executive Director
MN325\48\854532.v2
OPTION AGREEMENT
THIS OPTION AGREEMENT is made and entered into this day of
, 2022 by and between the City of Monticello Economic Development
Authority, a public body politic and corporate under the laws of the State of Minnesota
(the "Seller") and The Washburn Computer Group, Inc., a Minnesota corporation (the
"Buyer").
WITNESSETH:
WHEREAS, the Seller is the owner of real property located the City of
Monticello, Wright County, Minnesota, with an address of 9699 Fallon Avenue being
legally described on Exhibit A attached hereto (the "Property"); and
WHEREAS, the Buyer wishes to obtain an option to purchase the Property, as
part of the Buyer's efforts to develop the Property into a warehouse expansion project;
and
WHEREAS, the Seller is willing to grant to the Buyer an option to purchase the
Property under certain terms and conditions; and
NOW, THEREFORE, the Seller and the Buyer have agreed to set forth their
agreement regarding the Property pursuant to this Option Agreement, as follows:
1. Option. The Seller hereby grants to the Buyer an exclusive right and option to
purchase the Property subject to the conditions set forth below (the "Option").
2. Option Price. The Seller hereby acknowledges receipt from the Buyer of the sum
of $50,000.00 which shall constitute the option payment (the "Option Payment")
hereunder. The Option Payment shall be non-refundable. In the event that the
Buyer purchases the Property pursuant to this Agreement, the Option Payment
1
MN325\48\828379.v2
shall be credited against the Purchase Price payable for the Property as set forth in
Section 5 below. In the event the Buyer does not purchase the Property pursuant
to this Agreement, the Option Payment shall be retained by the Seller as
consideration for granting the Option.
3. Option Period and Extension(s) of the Option Period.
3.1 The period during which the Option may be exercised by the Buyer (the
"Option Period") shall commence upon 2022 and
shall expire on , 2023.
3.2 The Buyer may extend the Option Period for up to two periods of 12
months each. Each 12 -month renewal Option Period shall require an
additional $15,000 Option Payment by the Buyer to the Seller. If the
Buyer so chooses, the extension of the Option Period may be done as one
single 24 -month extension (one 24 -month Option Period with a $30,000
Option Payment by the Buyer to the Seller). The Option Period extension
payments shall be non-refundable. In the event the Buyer purchases the
Property pursuant to this Agreement, the Option Payments paid for the
Option Period extension(s) shall be credited against the Purchase Price
payable for the Property as set forth in Section 5 below. In the even the
Buyer does not purchase the Property pursuant to this Agreement, the
Option Payments paid for the Option Period extensions shall be retained
by the Seller as consideration for granting the Option Period extension(s).
The Buyer shall give the Seller at least 10 business days' written notice of
its intent to extend the Option Period before the expiration of the Option
Period and any subsequent extension.
3.2 If the Buyer does not timely exercise the Option or closing does not occur
for any reason whatsoever other than the Seller's default hereunder, the
Option shall lapse and the Option Payment and any Option Payments paid
for Option Period extensions made shall be retained by the Seller as
consideration for granting the Option and the Buyer shall have no further
rights with respect to the Property.
4. Purchase Price. The total purchase price for the Property shall be $300,000.00
("Purchase Price"). The Purchase Price, less the Option Payment and payments
for the extension of the Option Period previously paid, shall be payable at closing.
5. Exercise of Option. This Option shall be deemed exercised if, within the Option
Period, the Buyer gives written notice to the Seller of the Buyer's intent to
exercise the Option. If the Buyer exercises the Option and the Seller defaults in
any obligations under this Option Agreement, the Buyer shall have the right to
enforce specific performance of this Option Agreement.
6. Title Matters. Promptly after exercising the Option, the Buyer shall obtain a
commitment for an ALTA owner's title insurance policy. Within 10 business
2
MN325\48\828379.v2
days after receipt of the title commitment, the Buyer shall notify the Seller in
writing of any objections to title, or the objections shall be deemed waived. The
Seller shall have 30 days after receipt of the objections to cure the objections,
during which period the closing will be postponed, if necessary. The Seller shall
use all reasonable efforts to cure any objections. If the objections are not cured
within such 30 -day period, the Buyer will have the option to either of the
following: (i) terminate this Option Agreement by giving written notice to the
Seller; or (ii) cure the objections at the Buyer's expense. If the Option Agreement
is terminated due to the Seller's decision not to cure title objections or failure to
cure title objections or any other default of the Seller, the Seller shall repay to the
Buyer the Option Payment and any Option Period extension payments previously
paid.
7. Due Diligence Investigation. - Commencing on the date that the Buyer exercises
this Option, the Buyer shall have a due diligence period of 120 days ("Due
Diligence Period") to make all such investigations as the Buyer, in its sole and
absolute discretion, deems reasonable and necessary in determining the suitability
of the Property for the Buyer's needs. All such investigations, reviews and
approvals shall be at the Buyer's expense.
7.1. Right of Entry. During the Due Diligence Period, the Buyer shall have
the right to enter upon the Property for the purpose of taking soil tests and
borings, making surveys and maps and performing investigative work,
including environmental testing and assessment, as the Buyer may deem
necessary; provided, however, the Buyer shall indemnify, defend and
hold the Seller harmless from any mechanics' liens or claims arising out
of such investigative work by the Buyer. The Buyer may assign this right
to a third party or parties at its sole discretion.
8. Contingencies.
8.1 If the Buyer exercises the Option, the Buyer's obligation to purchase the
Property shall be contingent on the following:
a. By the end of the Due Diligence Period, the Buyer has determined,
in its sole and absolute discretion, that it is satisfied with the results
and matters disclosed by the Buyer's investigation of the Property
pursuant to Section 7 of this Agreement;
b. On or before the closing date, the Buyer has obtained all
government approvals required for the Buyer's intended use of the
Property; and
The condition of title being satisfactory to the Buyer following the
Buyer's examination of title as provided in Section 6 of this
Agreement.
MN325\48\828379.v2
8.2 The contingencies set forth above are for the benefit of the Buyer and may
be waived by the Buyer in the Buyer's sole discretion. Notwithstanding
any other provision in this Option Agreement, a waiver of a contingency
must be in writing to be effective. At the end of the Due Diligence Period,
the Buyer will give written notice to the Seller of the contingencies that
have been waived, satisfied, or neither waived nor satisfied.
8.3 If closing does not occur due to the failure of any of the above
contingencies, the Seller shall be entitled to retain the Option Payment and
any Option Period extension payments as provided in Section 3.2 of this
Agreement.
9. Closing.
9.1 Closing Date. The closing shall occur within 30 days after the earlier of
the expiration of the Buyer's 120 -day Due Diligence Period or the Buyer's
written notice that the contingencies set forth in Section 9.1 have been
either been waived or satisfied.
9.2. Documents to be Delivered by the Seller. The Seller agrees to deliver to
the Buyer the following documents, duly executed as appropriate, at
closing:
a. A duly recordable quit claim deed for the Property conveying
marketable fee simple title to the Property to the Buyer, free and
clear of any mortgages, liens, or encumbrances other than matters
created by or acceptable to the Buyer. Said quit claim deed shall
include a reverter that requires the Buyer to complete minimum
improvements on the Property within one year of the date of the
closing as they will be defined in a Purchase and Development
Agreement to be entered into between the Seller and the Buyer
with respect to the development of the Property by the Buyer.
b. A Purchase and Development Agreement to be entered into
between the Buyer and the Seller that will govern the development
of the Property by the Buyer.
C. An affidavit from the Seller sufficient to remove any exception in
the title policy for mechanics' and materialmens' liens and the
rights of parties in possession;
d. A completed Minnesota Well Disclosure Certificate, unless the
quit claim deed includes the statement "the Seller certifies that the
Seller does not know of any wells on the described Property;"
e. Any notices, certificates, and affidavits regarding any private
sewage systems, underground storage tanks, and environmental
4
MN325\48\828379.v2
conditions as may be required by Minnesota statutes or rules or
city ordinances;
f. An affidavit of the Seller confirming that the Seller is not a foreign
person within the meaning of Section 1445 of the Internal Revenue
Code; and
g. Customary affidavits, certificates and such other documents as the
Buyer reasonably may request to carry out the transactions
contemplated under this Option Agreement.
9.3 Closing Costs and Adjustments. Except as otherwise specifically provided
in this Option Agreement, the costs of the purchase transaction shall be
paid and allocated as follows:
a. Title and Related Costs. The Seller shall pay all costs of the
preparation of a title commitment, including the search and
examination fees, and all recording fees and charges related to the
filing of any instrument required to make title marketable. The
Buyer shall pay all premiums required for issuance of a title
insurance policy and any endorsements. All closing fees charged
by the title company and any escrow fees charged by any escrow
agent engaged by the parties in connection with this Option
Agreement shall be split equally between the Buyer and the Seller.
b. Deed Tax and Recording Fees. The Seller shall pay any state deed
tax, conservation fee, or other federal, state, or local documentary
or revenue stamps or transfer tax with respect to the warranty deed
to be delivered by the Seller. The Buyer shall pay recording fees
and charges related to the filing of the quit claim deed.
C. Tests and Reports. The Buyer shall pay the fees of any surveys,
soil tests, environmental assessments, inspection reports,
appraisals, or other tests or reports ordered by the Buyer in
connection with its purchase of the Property.
d. Government Approvals. The Buyer shall pay all costs for
obtaining government approvals that may be required in order to
close on the Property or as required for the Buyer's intended use of
the Property. At the Buyer's request, the Seller will join in any
application for any government approval requested by the Buyer.
e. Legal and Accounting Fees. Each party shall pay its own legal and
accounting fees in connection with this transaction.
10. Real Estate Taxes and Assessments.
5
MN325\48\828379.v2
10.1 In the event Buyer exercises the Option, the parties shall pay and allocate
real estate taxes and special assessments with respect to the Property as
follows:
a. The Seller shall be responsible for all real estate taxes, including
any deferred real estate taxes, penalties, or interest, for the years
prior to the year in which closing occurs. The Buyer and the Seller
shall prorate as of the date of closing the real estate taxes for the
Property that are due and payable in the year of closing.
b. The Seller shall pay all special assessments levied against the
Property as of the closing date, including special assessments
certified for payment with real estate taxes and all deferred
assessments. The Buyer shall assume payment of any special
assessments that are pending but not levied against the Property as
of the closing date.
11. Seller's Representations and Warranties. The Seller hereby represents and
warrants to the Buyer, and the Seller will represent and warrant to Buyer as of the
closing date that:
11.1 Title. The Seller has good, indefeasible, and marketable fee simple title to
the Property.
11.2 Condemnation. There is no pending or, to the actual knowledge of the
Seller, threatened condemnation or similar proceeding affecting the
Property or any portion thereof, and the Seller has no actual knowledge
that any such action is contemplated.
11.3 Defects. The Seller is not aware of any latent or patent defects in the
Property, such as sinkholes, weak soils, unrecorded easements, and
restrictions.
11.4. Legal Compliance. The Seller has complied with all applicable laws,
ordinances, regulations, statutes, rules, and restrictions pertaining to and
affecting the Property and the Seller shall continue to comply with such
laws, ordinances, regulations, statutes, rules, and restrictions.
11.5 Legal Proceedings. There are no legal actions, suits or other legal or
administrative proceedings, pending or threatened, that affect the Property
or any portion thereof; and Seller has no knowledge that any such action is
presently contemplated.
11.6 LegalCapacity. The Seller has the legal capacity to enter into this
Agreement. The Seller has not filed, voluntarily or involuntarily, for
bankruptcy relief within the last year under the United States Bankruptcy
6
MN325\48\828379.v2
Code, nor has any petition for bankruptcy or receivership been filed
against Seller within the last year.
11.7 Leases. There are no third parties in possession of the Property, or any
part thereof, and there are no leases, oral or written, affecting the Property
or any part thereof.
11.8 Foreign Status. The Seller is not a "foreign person" as such term is
defined in the Internal Revenue Code.
The Seller's representations and warranties set forth in this Section 11 shall be
continuing and are deemed to be material to the Buyer's execution of this Option
and the Buyer's performance of its obligations hereunder. All such
representations and warranties shall be true and correct on and as of the closing
date with the same force and effect as if made at that time; and all of such
representations and warranties shall survive the closing and any cancellation or
termination of this Agreement, and shall not be affected by any investigation,
verification or approval by any party hereto or by anyone on behalf of any party
hereto.
12. Assignment of Option. The Buyer shall not assign this Option Agreement to a
third party without the written consent of the Seller.
13. Notices. Any notice, demand, request or other communication which may or
shall be given or served by the Seller on the Buyer or by the Buyer on the Seller,
shall be deemed have been given or served on the date the same is hand delivered
or the date of receipt or the date of delivery if deposited in the United States mail,
registered or certified, postage prepaid, and addressed as follows:
a. If to the Seller: City of Monticello Economic Development
Authority
505 Walnut Street, Suite 1
Monticello, MN 55362
Attn: Executive Director
b. If to the Buyer: The Washburn Computer Group, Inc.
218 Chelsea Road
Monticello, MN 55362
Attn:
or such other address as either party may give to another party in accordance
with this Section 13.
14. Brokers. The Seller represents and warrants to the Buyer that the Seller has not
dealt with any brokers in connection with the transaction contemplated by this
Option Agreement. The Seller agrees to indemnify, defend, and hold the Buyer
harmless from the claims of any broker, real estate agent or similar party claiming
7
MN325\48\828379.v2
through the Seller. The Buyer represents and warrants to the Seller that the Buyer
has not dealt with any brokers in connection with the transaction contemplated by
this Option Agreement. The Buyer agrees to indemnify, defend, and hold the
Seller harmless from the claims of any broker, real estate agent, or similar party
claiming through the Buyer.
15. Binding Effect. This Option Agreement binds and benefits the parties and their
successors and assigns.
16. No Partnership or Joint Venture. Nothing in this Option Agreement shall be
construed or interpreted as creating a partnership or joint venture between the
Seller and the Buyer relative to the Property.
17. Entire Agreement. This Option Agreement contains the entire understanding of
the parties hereto with respect to the Property and supersedes all prior agreements
or understandings between the parties with respect to the same.
18. Cumulative Rights. Except as may otherwise be provided herein, no right or
remedy herein conferred on or reserved by either party is intended to be exclusive
of any other right or remedy provided by law, but such rights and remedies shall
be cumulative in and in addition to every other right or remedy given herein or
elsewhere or existing at law, equity or by statute.
19. Amendment and Modification. No amendment, modification or waiver of any
condition, provision or term of this Option Agreement shall be valid or have any
effect unless made in writing, signed by the party to be bound and specifying with
particularly the extent and nature of such amendment, modification, or waiver.
Any waiver by either party of any defaults by the other party shall not affect or
impair any right arising from any previous or subsequent default.
20. Severability. Each provision, section, sentence, clause, phrase, or word of this
Option Agreement is intended to be severable. If any provision, section, sentence,
clause, phrase, or word of this Option Agreement is determined to be illegal or
invalid for any reason, such illegality or invalidity shall not affect the validity of
remainder of this Option Agreement.
21. State Law. This Option Agreement shall be construed and enforced in accordance
with the laws of Minnesota.
22. Agreement to Run with the Land. This Agreement shall be recorded by the Buyer
at its expense in the records of Wright County. This Agreement shall run with the
land and is binding upon the Seller and its successors and assigns.
MN325\48\828379.v2
IN WITNESS WHEREOF, the parties hereto have caused this Option
Agreement to be executed as of the day and year first written above.
SELLER
CITY OF MONTICELLO
ECONOMIC DEVELOPMENT
AUTHORITY
By:
Its: President
By:
Its: Executive Director
STATE OF MINNESOTA )
ss.
COUNTY OF WRIGHT )
The foregoing instrument was acknowledged before me this day of
, 2022 by and , the President
and the Executive Director, respectively, of the City of Monticello Economic
Development Authority, a public body corporate and politic under the laws of the State of
Minnesota on behalf of the Authority.
Notary Public
9
MN325\48\828379.v2
BUYER
THE WASHBURN COMPUTER
GROUP, INC.
Its:
STATE OF MINNESOTA )
ss.
COUNTY OF WRIGHT )
The foregoing instrument was acknowledged before me this day of
, 2022, by the of
The Washburn Computer Group, Inc., a Minnesota corporation on behalf of the
corporation.
Notary Public
This instrument was drafted by:
Kennedy & Graven, Chartered (SJS)
Fifth Street Towers, Suite 700
150 South Fifth Street
Minneapolis, MN 55402
(612) 337-9300
10
MN325\48\828379.v2
EXHIBIT A
Legal Description of the Property
Lot 1, Block 1, Oakwood Industrial Park Yd Addition, County of Wright, State of
Minnesota
Parcel ID: 155249001010
A-1
MN325\48\828379.v2
EDA: 02/08/23
5e. Consideration of Adopting Resolution 2023-03 Rescinding a Preliminary Development
Agreement (PDA) with Moon Motor Sales, LLC for EDA owned Lot 1, Block 1, Otter
Creek Crossing, 7th Addition, 9.674 -acres, located in Otter Creek Business Park (OCBP)
for a Warehouse Development Proposal (JT)
A. REFERENCE AND BACKGROUND:
The EDA is asked to consider Resolution 2023-03 rescinding a Preliminary Development
Agreement (PDA) with Moon Motor Sales, LLC (Moon Motor) for Lot 1, Block 1, Otter
Creek Crossing, 71h Addition for a warehouse development proposal which it approved
its October 12, 2022, meeting. The 9.674 -acre parcel is located at the west end of Dalton
Court (cul de sac) in OCBP. Moon Motors has been discussing its goal of identifying a
suitable site for a new 40,000 to 60,000 square foot warehouse to service its growing
retail dealership operations in the city since early 2022. The OCBP parcel is a desirable
location as it is close to Moon Motors dealership located at 3613 Chelsea Road West.
Staff recommends that the EDA rescind the PDA to eliminate confusion related to the
PDA because after the approval of the PDA, Moon Motors' real estate broker verbally
proposed new PDA terms and followed up with a written modifications to the PDA
essentially nullifying the approved document.
With rescinding the PDA, City staff and Moon Motors' broker can continue to discuss
terms for a PDA that may be eventually be acceptable to both the EDA and Moon
Motors. If that point is reached, a new PDA would be presented to the EDA for
consideration of approval at a future meeting.
Al. STAFF IMPACT: In house and consultant staff time involved in the tasks related to
rescinding the approved PDA include the Community Development Director, Economic
Development Manager, and the EDA attorney. Tasks include drafting the EDA Resolution
and staff report. No other staff are needed to complete the tasks related to this item.
A2. BUDGET IMPACT: The budget impact from proposed PDA for the 9.764 -acre site is
relatively modest. Legal fees are projected to be about $380.00 +/-.
B. ALTERNATIVE ACTIONS:
1. Motion to approve Resolution 2023-03 rescinding the approved Preliminary
Development Agreement (PDA) with Moon Motor for a 9.764 -acre parcel
described at Lot 1, Block 1, Otter Creek Crossing, 7th Addition, located in Otter
Creek Business Park.
EDA: 02/08/23
2. Motion to table consideration of Adopting Resolution 2023-03 for further
research and/or discussion.
C. STAFF RECOMMENDATION:
Staff recommends Alternative 1. Due to a new PDA proposal from Moon Motors'
broker, the EDA attorney advises that the approved PDA be rescinded to reduce
confusion and risk.
Rescinding the PDA does not prevent additional discussions of terms of a new PDA
proposal that could be acceptable to both Moon Motors and the EDA. Based on a
potential development timeline provided by the broker, it is believed that there is not
an immediate deadline to reach an acceptable agreement. City staff have been in
contact with the Moon Motors broker regarding the proposed rescinding action and will
continue to communicate the EDA's objectives with the goal of concurring on a PDA that
is mutually acceptable to both parties in the future.
D. SUPPORTING DATA:
A. Resolution 2023-03
B. Preliminary Development Agreement
C. Parcel Aerial Photo
2
CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 2023-03
RESCINDING A PRELIMINARY DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY
AND POWERSPORTS SERVICES LLC
BE IT RESOLVED by the Board of Commissioners (the "Board") of the City of
Monticello Economic Development Authority (the "Authority") as follows:
Back rg ound.
1.01. The Authority owns certain property (the "Property") in the City of Monticello,
Minnesota (the "City").
1.02. The Authority and Powersports Services LLC, a Minnesota limited liability
company, or an entity related thereto or affiliated therewith (the "Developer"), entered into
negotiations relating to the Developer's acquisition of the Property and the construction by the
Developer of an approximately 40,000 square foot warehouse and light assembly on the Property
(the "Development").
1.03. The acquisition of the Property by the Developer was linked to the Developer's sale
of certain other property located at 9699 Fallon Avenue in the City pursuant to a Purchase
Agreement (the "Purchase Agreement") approved by the Board on October 12, 2022. The Purchase
Agreement expired on November 30, 2022.
1.04. In connection therewith, on October 12, 2022, the Board approved a Preliminary
Development Agreement (the "PDA"), providing for the future negotiation of a definitive purchase
and development agreement that would have addressed (among other things) the sale of the
Property by the Authority to the Developer and the Development. The PDA provided that the
Developer would have exclusive rights to develop the Property for a period of I year with options to
renew for 2 additional 1 year periods. Following approval of the PDA and prior to execution of the
PDA by either party, the Developer requested changes to the terms of the PDA, which were
subsequently discussed and rejected by the Board.
1.05. Unable to reach an agreement over the terms of the PDA with the Developer, the
Board now rescinds and revokes the PDA. In addition, all subsequent requested changes and/or
counteroffers whether communicated verbally or in writing to the Board or Authority staff are
rejected.
2. Recission of PDA.
2.01. The Authority rescinds and revokes the PDA and the PDA is hereby terminated and
cancelled.
2.02. Authority officials and consultants are authorized to take any other actions necessary
to carry out the intent of this resolution.
MN190\175\854210.v2
Approved this 8th day of February, 2023, by the Board of Commissioners of the City of Monticello
Economic Development Authority.
President
ATTEST:
Executive Director
MN190\175\854210.v2
PRELIMINARY DEVELOPMENT AGREEMENT
THIS AGREEMENT, made and entered into this 12th day of October, 2022, between the
CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate
and politic under the laws of the State of Minnesota ("Authority") and MOON MOTOR SALES,
INC., a Minnesota corporation ("Developer"):
RECITALS
WHEREAS, the Authority owns certain property within the City of Monticello, Minnesota
(the "City"), described in Exhibit A attached hereto (the "Property"); and
WHEREAS, the Developer has proposed acquiring the Property and constructing an
approximately 40,000 square foot warehouse facility thereon (the "Development"); and
WHEREAS, the Authority has determined that it is in its best interest that the Developer be
designated sole developer of the Property during the term of this Agreement; and
WHEREAS, the Authority and the Developer are willing and desirous to undertake the
Development if (i) a satisfactory agreement can be reached regarding the Authority's commitment
for any public assistance that may be necessary for the Development; (ii) satisfactory mortgage and
equity financing, or adequate cash resources for the Development can be secured by the Developer;
(iii) the economic feasibility and soundness of the Development can be demonstrated; and (iv)
satisfactory resolution of zoning, land use, site design, and engineering issues, and other necessary
preconditions have been determined to the satisfaction of the parties; and
WHEREAS, the Authority is willing to evaluate the Development and work toward all
necessary agreements with the Developer, if the Developer agrees to make the nonrefundable
deposit described herein, which is intended, in part, to reimburse the Authority for its costs if the
Development is abandoned by Developer or necessary agreements are not reached under the terms
of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and
obligations set forth herein, the parties agree as follows:
Section 1. Intention of Parties. It is the intention of the parties that this Agreement:
(a) documents the present understanding and commitments of the parties; and (b) will lead to
negotiation and execution of a mutually satisfactory Purchase and Development Agreement (the
"Contract") prior to the termination date of this Agreement. The Contract (together with any other
agreements entered into between the parties hereto contemporaneously therewith) when executed,
will supersede all obligations of the parties hereunder.
Section 2. Outline of Negotiations. Negotiations between the parties shall proceed in
an attempt to formulate a definitive Contract based on the following:
(a) the Developer's current proposal for the Development together with any changes or
modifications required by the Authority;
(b) such documentation regarding economic feasibility of the Development as the
Authority and the Developer may wish to undertake during the term of this
Agreement; and
(c) other terms and conditions of this Agreement.
The parties agree and understand that negotiations regarding the Contract will proceed as soon as
reasonably practicable after the date of this Agreement, as sufficient details for the Development
become available.
shall:
Section 3. Developer's Obligations. During the term of this Agreement, the Developer
(a) Submit to the Authority a design proposal to be approved by the Authority showing
the location, size, and nature of the proposed Development, including floor layouts,
renderings, elevations, and other graphic or written explanations of the
Development. The design proposal shall be accompanied by a proposed schedule
for the commencement and completion of the Development.
(b) Submit a cost estimate for the design and construction of the Development.
(c) Submit a time schedule for all phases of the Development.
(d) Submit to the Authority the Developer's financing plan showing that the proposed
Development is financially feasible, and, to the extent Developer seeks public
financial assistance in any form (including reduced land cost, waiver of fees, or tax
increment financing), evidence that such assistance is reasonably necessary to make
the Development financially feasible.
(e) Furnish satisfactory financial data to the Authority evidencing the Developer's
ability to undertake the Development.
(f) Submit zoning, land use, platting and subdivision applications for the Development,
as appropriate.
(g) Undertake and obtain such other preliminary economic feasibility studies, income
and expense projections, and such other economic information as the Developer may
desire to further confirm the economic feasibility and soundness of the
Development.
(h) Provide any other information that the Authority may request.
Section 4. Authority's Obligations. During the term of this Agreement, the Authority
agrees to:
2
MN190\175\825108.v2
(a) Proceed to seek all necessary information with regard to the anticipated public costs
associated with the Development.
(b) Review zoning, planning and subdivision implications of the Development, as
appropriate.
(c) Analyze the Redeveloper's pro forma and estimate the amount and type of public
financial assistance, if any, needed to make the Development feasible and authorized
under the laws of the State of Minnesota.
Section 5. Contingencies. It is expressly understood that execution and
implementation of the Contract shall be subject to:
(a) A determination by the City and the Authority, in their sole discretion, that any
public financial assistance for the Development is feasible based on the projected
sources available, and that financial assistance is warranted based on the
Developer's pro forma and any other information provided to the City and
Authority. If the use of tax increment financing is considered, a determination by
the City and the Authority, in their sole discretion, that the Development meets the
requirements of an "economic development district" under Minnesota Statutes,
Sections 469.174 through 469.1794, as amended (the "TIF Act"), and specifically,
that the Development qualifies as a "economic development district" under Section
469.174, subdivision 12 of the TIF Act.
(b) A determination by the Developer that the Development is feasible and in the best
interests of the Developer.
(c) A determination by the City Council of the City and the Board of Commissioners of
the Authority that the Development is in the best interests of the City and the
Authority.
Section 6. Reimbursement of Costs. In the event that the Developer seeks public
financial assistance for the Project, the Developer shall be solely responsible for all costs
incurred by the Developer. In addition, the Developer shall reimburse the City and the Authority
for Administrative Costs, as hereafter defined. For the purposes of this Agreement, the term
"Administrative Costs" means out of pocket costs incurred by the City and the Authority
attributable to or incurred in connection with the negotiation and preparation of this Agreement, the
Contract, and other documents and agreements in connection with the Development, including
without limitation all costs in connection with any planning approvals necessary for the Property
and the cost of financial advisors, attorneys, engineering and planning and environmental
consultants. Notwithstanding the foregoing, each party shall pay for its own costs incurred in
connection with the negotiation and preparation of this Agreement.
In order to secure payment of the Administrative Costs, the Developer shall deliver to the
Authority cash or a certified check in the amount of $12,000, such delivery to occur upon delivery
by the Developer of Developer's application for tax increment assistance. If at any one or more
3
MN190\175\825108.v2
times during the term of this Agreement, the Authority determines that Administrative Costs will
exceed $12,000 and that additional security is required, the Authority shall notify the Developer of
the amount of such additional security. Within ten (10) calendar days of receipt of this notice, the
Developer shall deliver to the Authority the required additional security. The City and the Authority
will utilize the funds delivered by the Developer to pay or reimburse themselves for Administrative
Costs. Upon termination of this Agreement, the Authority will return to the Developer the funds
paid by the Developer to the Authority pursuant to this Section 6, less an amount equal to the
Administrative Costs incurred by the City and the Authority through the date of notice of
termination. For the purposes of this paragraph, Administrative Costs are considered to be incurred
if they have been paid, relate to services performed, or are payable under a contract entered into, on
or before the date of the notice of termination.
This Section 6 shall survive termination of this Agreement and shall be binding on the
Developer regardless of the enforceability of any other provision of this Agreement.
Section 7. Designation As Sole Developer of Property. The Authority hereby agrees
that for the term of this Agreement it will not:
(i) provide or enter into any agreement for the provision of financial assistance to
any third party in connection with any proposed development within the Property;
and
(ii) negotiate or contract with any other party concerning the sale or development of
the Property.
During such period the Developer shall have the exclusive right to work with the Authority in
negotiating a definitive Contract for the Property. The Developer may not assign its rights or
obligations under this Agreement to any person or entity without prior written approval by the
Authority.
Section 8. Term of Agreement. This Agreement is effective for one (1) year from the
date hereof. After such date, both parties may mutually agree in writing to extend this Agreement
for an additional one (1) year and after that, again for a third and final year. After such date, neither
party shall have any obligation hereunder except as expressly set forth to the contrary herein.
This Agreement may also be terminated upon ten (10) days written notice by the Authority
to the Developer if:
(a) an essential precondition to the execution of a definitive Contract cannot be met; or
(b) if, in the sole discretion of the Authority, an impasse has been reached in the
negotiation or implementation of any material term or condition of this Agreement
or the Contract;
(c) or the Developer has failed to provide additional funds to pay for Administrative
Costs in accordance with Section 6 hereof.
4
MN190\175\825108.v2
Section 9. Remedies. In the event that the Developer, its heirs, successors or assigns,
fail to comply with any of the provisions of this Agreement, the Authority may proceed to enforce
this Agreement by appropriate legal or equitable proceedings, or other similar proceedings, and the
Developer, its heirs, successors or assigns, agree to pay all costs of such enforcement, including
reasonable attorneys' fees.
Section 10. Severability. If any portion of this Agreement is held invalid by a court of
competent jurisdiction, such decision shall not affect the validity of any remaining portion of the
Agreement.
Section 11. Amendment and Waiver. In the event any covenant contained in this
Agreement should be breached by one party and subsequently waived by another 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. This Agreement may not be amended nor any of its
terms modified except by a writing authorized and executed by all parties hereto.
Section 12. Notice. Notice or demand or other communication between or among the
parties shall be sufficiently given if sent by mail, postage prepaid, return receipt requested or
delivered personally:
(a) As to the Developer: Moon Motor Sales, Inc.
3613 Chelsea Road W.
Monticello, MN 55362
(b) As to the Authority: Monticello Economic Development Authority
505 Walnut Street, Suite 1
Monticello, MN 55362
Attn: Executive Director
Section 14. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, all of which shall constitute one and the same instrument.
Section 15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising
out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to
this Agreement waive any objection to the jurisdiction of these courts, whether based on
convenience or otherwise.
Section 16. Indemnification. The Developer hereby agrees to protect, defend and hold
the Authority, the City and their officers, elected and appointed officials, employees, administrators,
commissioners, agents, and representatives harmless from and indemnified against any and all loss,
cost, fines, charges, damage and expenses, including, without limitation, reasonable attorney's fees,
consultant and expert witness fees, and travel associated therewith, due to claims or demands of any
kind whatsoever caused by Developer or arising out of actions of Developer with regard to (i) the
development, marketing, sale or leasing of all or any part of the Property, including, without
limitation, any claims for any lien imposed by law for services, labor or materials furnished to or for
the benefit of the Property, or (ii) any claim by the state of Minnesota or the Minnesota Pollution
5
MN190\175\8251 os.v2
Control Agency or any other person pertaining to the violation of any permits, orders, decrees or
demands made by said persons or with regard to the presence of any pollutant, contaminant or
hazardous waste on the Property deposited or released by Developer; and (iii) or by reason of the
execution of this Agreement or the performance of this Agreement. The Developer, and the
Developer's successors or assigns, agree to protect, defend and save the Authority, the City and
their members, officers, agents, and employees, harmless from all such claims, demands, damages,
and causes of action and the costs, disbursements, and expenses of defending the same, including
but not limited to, attorneys fees, consulting engineering services, and other technical,
administrative or professional assistance incurred by the Authority and the City as a result of the
actions of Developer. This indemnity shall be continuing and shall survive the performance,
termination or cancellation of this Agreement. Nothing in this Agreement shall be construed as a
limitation of or waiver by the Authority or the City of any immunities, defenses, or other limitations
on liability to which the Authority is entitled by law, including but not limited to the maximum
monetary limits on liability established by Minnesota Statutes, Chapter 466.
0
MN190\175\825108.v2
IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed
in its name and behalf and its seal to be duly affixed hereto, and the Developer has caused this
Agreement to be duly executed as of the day and year first above written.
MOON MOTOR SALES, INC.
By
Its:
CITY OF MONTICELLO ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
By
Its Executive Director
7
MN190\175\825108.v2
EXHIBIT A
Description of Property
The property located in the City of Monticello, Wright County, Minnesota legally described as:
Lot 1, Block 1, Otter Creek Crossing 7t' Addition.
A-1
MN190\175\825108.v2
",,Beacon I tv Wright County, MN
Date created: 10/6/2022
Last Data Uploaded: 10/6/2022 8:18:26 AM
Developed by4"$ Schneider
GEOSPATIAL
nits
P
EDA Agenda: 02/08/23
6. Economic Development Director's Report (JT)
A. Initiative Foundation Letter — See attached letter from the Initiative Foundation regarding 2023
EDA contribution in support of community and economic development programs.
B. EDA Open Position Update — A notice has been posted on the City website announcing the open
EDA position. If EDA members know of someone who may be interested in serving in this
position, please feel free to pass the information on to them.
https://www.government*obs.com/careers/monticello
An interview schedule will need to be arranged, in late February, at a time of convenience for
prospective applicants and the current EDA members. The EDA provides a recommendation to
the City Council which then makes the final appointment to the EDA.
C. Prospect List Update: Please see the updated Prospect List as Exhibit B.
(320) 632-9255
405 First Street SE
Little Falls, MN 56345
January 26, 2023
Jim Thares, Economic Development Manager
City of Monticello
505 Walnut St, Stet
Monticello, MN 55362-8822
Dear Jim,
We have received the city of Monticello's EDA 2023 funding to support the work of the
Initiative Foundation in Central Minnesota. Please extend our appreciation to your EDA board.
Thank you!
Together, we work to build strong local economies and vibrant communities. Your investment
supports economic development through business financing activities designed to create
living -wage jobs, diversify economies and leverage private sector investment. Communities
are strengthened through signature leadership training and capacity building programs, grants
to local units of government and nonprofit organizations, early childhood initiatives, and
scholarships. This year, we will continue to help our communities with needs related to the
COVID-19 crisis. This work will provide lasting impact on the health of the region and the
future of rural Minnesota.
We realize the past several years have been difficult, and we encourage you to reach out to us
if we can be of any additional assistance.
We truly value your partnership and your support.
Sincerely,
J(Ad_Zt
Chid
Matt Varilek
Carl Newbanks
President
Director of Development
CC: Rachel Leonard, City Administrator
ifound.org
10 Powering Possible Equal opportunity tender. provider and employer.
Date of
Company Name
Business Category
Project Description
Contact
IL
Retained lobs New lobs
Total Investment
5/22/2018
Karlsburger Foods
Food Products Mfg.
Facilty Expansion
11/29/2018
Project Blitzen
Precision Machining
Exist Bldg or New Const.
3/28/2019
Project Nutt
Co -Working Space
Existing Building
5/9/2019
Project FSJP
Light Mfg -Res. Lab
New Construction
8/16/2019
Project Jaguar
Office
New Construction
1/20/2020
Project Panda v3
Service -Child Care
New Construction
12/23/20- 6-
Project TDBBST
Industrial
New Construction
30-22
$1,400,000
Active Search
22,000 sq. ft.
2/16/2021
Project Cold
Industrial -Warehouse -Di
New Construction
10,500 sq. ft.
0
stri
$4,100,000
3/19/2021
Project Orion
Warehouse-Distributi
on
New Construction
2/28/2022
Project Emma II
Light Ind -Assembly
New Construction
6/16/2021
Project UBAA
Child Care Services
New Construction or Exist
6/30/2021
Project Ecosphere
Industrial Tech Mfg.
New Construction
02/01/2023
Project BA710
Lt Assem-Distribute
New Construction 6,500 to 7,000 sq. ft 0
10 $650,000
Building -Facility
Retained lobs New lobs
Total Investment
Project Status
New Construction 42,000 sq. ft.
40 $3,600,000
Active Search
2/7/2022
Project Shepherd
III
20,000 sq. ft. +/-
42
10 to
$4,500,000
On Hold
Project Cougar
Precision Machining -Mfg.
20
38 $4,700,000
Active Search
12,000 sq. ft.
10
$1,200,000
Concept Stage
?
?
?
?
Concept stage
20,000 sq. ft.
0
20+/-
$1,400,000
Active Search
22,000 sq. ft.
22
4
$2,700,000
Active Search
10,500 sq. ft.
0
21
$4,100,000
Active Search
10,000 to 15,000 sq.
0
9
$1,850,000
Concept Stage
ft.
80,000 sq. ft.
0
21
$12,000,000
Concept Stage
832,500 sq. ft.
0
500
$125,000,000
Active Search
20,OOOsq. ff.
0
4
$1,350,000
Active Search
5,000 sq. ft.
0
14 to 19
$2,000,000
Act Search
1,000,000 sq. ft.
0
1122
$85,000,000
Act Search
7/29/2021
Project BA710
Lt Assem-Distribute
New Construction 6,500 to 7,000 sq. ft 0
10 $650,000
Active Search
10/28/2021
Project Stallion
Technology Servicer
New Construction 42,000 sq. ft.
40 $3,600,000
Active Search
2/7/2022
Project Shepherd
III
Lt Assembly Distribution
New Construction 75,000 sq. ft.
75 $10,500,000
Active Search
4/28/2022
Project Cougar
Precision Machining -Mfg.
New Construction 35,000 to 45,000 sq. ft.
38 $4,700,000
Active Search
8/11/2022
Project Sing
Precision Machining
New Construction
400,000 sq. ft.
0 500
$90,000,000
Active Search
10/28/2022
Project IAG
Mfg.
New Construction
300,000 sq. ft.?
0 50?
$70 to $80,000,000
Active Search
11/9/2022
Project Tea
Mfg
New Construction
25,000 sq. ft.
55 20
$5,800,000
Active Search
12/13/2022
Project Love
Mfg
New Construction
250,000
130
$24,000,000
Active Search
Contacts: M =02 YTD = 2