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HomeMy WebLinkAboutJune 16, 2026 - EDA PacketSHAKOPE E Shakopee Economic Development Authority Regular Meeting Tuesday, June 16, 2026 7:00 PM City Hall, 485 Gorman Street 1. Roll Call 2. Approval of Agenda 3. Consent Business 3.a Approval of EDA Meeting Minutes 4. General Business 4.a Purchase Contract for certain properties for Affordable Housing to be Assigned to the Scott County CDA 5. Reports 5.a EDA Bill List 6. Adjourn Note to EDA Members: If you have any questions or need additional information on any of the above items, please call Michael Kerski, prior to the meeting at (952)233-9346. 1 SHAKOPEE Agenda Item: Prepared by: Reviewed by: Shakopee Economic Development Authority June 16, 2026 Approval of EDA Meeting Minutes Rick Parsons 3.a Action to be considered: I move to approve the EDA meeting minutes for June 2, 2026 Motion Type: Simple Majority Background: The June 2, 2026, EDA meeting minutes are ready for approval. Recommendation: Approve the above requested motion. Budget Impact: none. Attachments: EDA Minutes 06-02-2026.pdf 2 SHAKOPEE Economic Development Authority City Hall 485 Gorman Street Shakopee, MN, 55379 Tuesday, June 2, 2026 7:00 p.m. Vision: Shakopee is a place where people want to be! A distinctive river town, with a multitude of business, cultural and recreational opportunities in a safe, welcoming, and attractive environment for residents and visitors. Mission: Our mission is to deliver high quality services essential to maintaining a safe and sustainable community. We commit to doing this cost-effectively, with integrity and transparency. 1 Roll Call PRESENT: President Whiting, Commissioner DuLaney, Commissioner Lara, Commissioner Contreras, and Commissioner Lehman ABSENT: None. ALSO PRESENT: None. 2) Approval of Agenda Commissioner Contreras made a motion to approve of agenda, second by Commissioner Lara and the motion passed. 5 - 0 3) Consent Business 3.a) Approval of EDA Meeting Minutes Commissioner Lehman made a motion to approve the consent business, second by Commissioner DuLaney and the motion passed. 5 - 0 4) Reports 1/23 4.a) EDA Bill List 5) Adjourn to June 16, 2026, at 7:00 pm Commissioner Contreras made a motion to adjourn to June 16, 2026, at 7:00 pm, second by Commissioner Lara and the motion passed. 5 - 0 2/2 4 SHAKOPEE Agenda Item: Prepared by: Reviewed by: Shakopee Economic Development Authority June 16, 2026 4.a Purchase Contract for certain properties for Affordable Housing to be Assigned to the Scott County CDA Michael Kerski, Planning and Development Director Michael Kerski Action to be considered: Approve Motion Type: Simple Majority Background: The Scott County Community Development Agency (CDA) is planning the redevelopment of its former office site located near the intersection of Naumkeag Street and 4th Avenue East. Following a competitive developer selection process, the CDA selected Trellis as its development partner for the project. The original redevelopment concept included a multi -story apartment building. Due to concerns regarding the scale of the proposed structure relative to the surrounding neighborhood, the CDA explored alternatives that would be more compatible with adjacent land uses, including nearby single-family homes and a one-story office building. After discussions between City staff, the Scott County CDA, and the adjacent property owner, Randolph Kubes agreed to sell his property located at 1211 4th Avenue East. The acquisition of this property will provide additional land area that allows the CDA and Trellis to redesign the project as a townhome development that is more consistent with the scale and character of the surrounding neighborhood. Proposed Transaction The Shakopee Economic Development Authority has negotiated a Purchase and Sale Agreement with Randolph and Lisa Kubes for the acquisition of the property located at 1211 4th Avenue East for a purchase price of $600,000. Pursuant to the terms of the Purchase Agreement, the EDA will acquire the property and subsequently assign all of its rights and obligations under the agreement to the Scott 5 County CDA. Upon assignment, the Scott County CDA will assume responsibility for completing the acquisition and implementing the proposed redevelopment project. The property is legally described as: Lot 2, Block 3, Furries 2nd Addition, Scott County, Minnesota PID No. 27-0870070 Relationship to Housing Goals The acquisition of the Kubes property will allow the redevelopment project to transition from a larger apartment concept to a townhome development that is more compatible with the surrounding neighborhood while still advancing affordable and workforce housing objectives. The project is expected to provide additional housing opportunities for residents and employees within the community and support the City's broader housing and redevelopment goals. Recommendation: Approve Resolution No. R2026-004 Approving the Acquisition of Property located at 1211 4th Avenue East and Authorizing the Assignment of the Purchase Agreement to the Scott County Community Development Agency. Budget Impact: The purchase price for the property is $600,000. The EDA's role is limited to acquisition and assignment of the Purchase Agreement to the Scott County CDA. The Scott County CDA will complete the acquisition and pursue redevelopment of the property for affordable and workforce housing purposes. Under a separate action, the Shakopee City Council would allocate $150,000 in LAHA funds towards the acquisition. Attachments: RESOLUTION EDA KUBES.docx Assignment and Assumption of Purchase and Sale Agreement - Shakopee, Scott County CDA.docx 20-26 Authorizing Acceptance of assignment for 1211 4th Avenue E.pdf 6 RESOLUTION NO. E2026-004 A RESOLUTION OF THE CITY OF SHAKOPEE ECONOMIC DEVELOPMENT AUHTORTY APPROVING THE ACQUISITION OF PROPERTY LOCATED AT 1211 4TH AVENUE EAST AND AUTHORIZING THE ASSIGNMENT OF THE PURCHASE AGREEMENT TO THE SCOTT COUNTY COMMUNITY DEVELOPMENT AGENCY WHEREAS, the Shakopee Economic Development Authority ("EDA") is authorized pursuant to Minnesota Statutes Sections 469.090 through 469.1081 to undertake activities that promote economic development, redevelopment, and housing opportunities within the City of Shakopee; and WHEREAS, Randolph J. Kubes and Lisa M. Kubes ("Seller") are the owners of property located at 1211 4th Avenue East, Shakopee, Minnesota, legally described as: Lot 2, Block 3, Furries 2nd Addition, Scott County, Minnesota (PID No. 27-0870070) (the "Property"); and WHEREAS, the EDA has negotiated a Purchase and Sale Agreement for the acquisition of the Property for a purchase price of Six Hundred Thousand Dollars ($600,000); and WHEREAS, the acquisition of the Property will facilitate the redevelopment of the area and support the creation of workforce and affordable housing opportunities within the City of Shakopee; and WHEREAS, the EDA and the Scott County Community Development Agency ("Scott County CDA") have determined that the Property is appropriate for acquisition and redevelopment by the Scott County CDA; and WHEREAS, the Purchase and Sale Agreement contemplate the assignment of the EDA's rights and obligations under the Agreement to the Scott County CDA; and WHEREAS, the EDA finds that the acquisition and assignment of the Property will further the public purposes of promoting housing opportunities, neighborhood redevelopment, and economic vitality within the City of Shakopee. NOW, THEREFORE, BE IT RESOLVED BY THE SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY AS FOLLOWS: 1. Approval of Purchase Agreement. The EDA hereby approves the Purchase and Sale Agreement between the EDA and Randolph J. Kubes and Lisa M. Kubes for the acquisition of the Property located at 1211 4th Avenue East, Shakopee, Minnesota, for a purchase price of Six Hundred Thousand Dollars ($600,000). 7 2. Authorization to Execute. The President and Executive Director of the EDA are authorized to execute the Purchase and Sale Agreement and all related documents necessary to complete the acquisition of the Property. 3. Assignment to Scott County CDA. The EDA hereby approves the assignment of all of its rights, interests, obligations, and responsibilities under the Purchase and Sale Agreement to the Scott County Community Development Agency pursuant to an Assignment and Assumption Agreement substantially in the form presented to the EDA. 4. Authorization to Execute Assignment Documents. The President and Executive Director are authorized to execute the Assignment and Assumption Agreement and any other documents necessary to effectuate the assignment to the Scott County Community Development Agency. 5. Further Actions Authorized. The President, Executive Director, EDA Attorney, and staff are authorized to take all actions and execute all documents necessary to carry out the intent of this Resolution and complete the transactions contemplated herein. 6. Effective Date. This Resolution shall be effective immediately upon its adoption. Adopted by the Shakopee Economic Development Authority this day of June, 2026. EDA President Executive Director City Clerk 8 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement"), is made and entered into as of the day of June, 2026 (the "Effective Date"), by and between RANDOLPH J. AND LISA M. KUBES, husband wife ("Seller"), and SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate of the State of Minnesota, its successors and permitted assigns ("Buyer"). RECITALS 1. Seller is the fee title owner of that certain real property located in the City of Shakopee, Minnesota, commonly identified as 1211 4th Avenue East (the "Property", as defined below). 2. Buyer desires to purchase the Property from the Seller subject to the terms and conditions of this Agreement to facilitate development of workforce affordable multifamily housing project (the "Development"). 3. Buyer finds that the development of the Property is in the best interests of the City of Shakopee (the "City") and Scott County (the "County"), Minnesota, and is in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Development will be undertaken. 4. Seller further believes the Development will result in the preservation and enhancement of the City and the County's tax base, facilitate the expansion and growth of local business, and provide increased housing opportunities in the City. 5. Seller represents there are no improvements to the Property. AGREEMENT In consideration of this Agreement, Seller and Buyer agree as follows: 1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the following property (collectively, "Property"): (a) Real Property. The real property located at 1211 4th Avenue East, Shakopee, Scott County, Minnesota, 55379, PD No. 27-0870070 legally described on the attached Exhibit A ("Land") together with all easements and rights benefiting or appurtenant to the Land (collectively, the "Real Property"). (b) Personal Property. None. 2. Purchase Price and Manner of Payment. The total purchase price ("Purchase Price") to be paid, subject to the conditions of this Agreement, by Buyer to Seller for the Property shall be Six Hundred Thousand and 00/100 U.S. Dollars ($600,000.00) and shall be payable as follows: 1 9 (a) Fifteen Thousand and 00/100 U.S. Dollars ($15,000.00) as earnest money ("Earnest Money"), to be deposited with Guaranty Commercial Title, Inc. ("Title") within five (5) business days following the Effective Date. All interest, if any, accrued on the Earnest Money shall become part of the Earnest Money. At the Closing (as defined below) of the sale of the Property from Seller to Buyer, the entire Earnest Money shall be credited on behalf of Buyer towards the Purchase Price. The Earnest Money shall become nonrefundable upon expiration of the Financing Contingency Period (hereinafter defined), except in the event of a Seller default under this Agreement. (b) The remainder of the Purchase Price, plus closing costs and plus or minus prorations, by wire transfer of U.S. Dollars to be received in Title's trust account in Minneapolis, Minnesota on the Closing Date (as defined below). 3. Buyer's Contingencies. In addition to Buyer's termination rights otherwise provided herein, the obligations of Buyer and Seller under this Agreement are contingent upon the satisfaction, expiration, or waiver each of the following contingencies: (a) Inspection. If, during the Inspection Period (as defined herein), Buyer determines in its sole discretion that the Property is not suitable to Buyer, then Buyer may terminate this Agreement by delivery of written notice to Seller prior to the end of the Inspection Period. (b) Entitlements. Buyer shall have received the land use approvals necessary, including potential re -zoning or planned unit development approval, in Buyer's sole discretion, to construct a multifamily residential development on the Property. (c) Financing. Buyer shall have a period beginning on the Effective Date through the Outside Closing Date (the "Financing Contingency Period") during which Buyer shall have received the proceeds of, or commitments for, financing necessary and sufficient, including the funds reference in Section 13 below, in Buyer's sole discretion, to complete the purchase of the Property and to implement Buyer's planned use of the Property (collectively, "Financing Approvals") Buyer shall keep Seller reasonably informed of its progress in obtaining the Financing Approvals. (d) Seller's Representations and Warranties; Seller Performance. Each of Seller's representations and warranties set forth in Section 10 shall be true, complete and correct at and as of the Closing Date in all material respects. Seller shall have performed when required, in all material respects, all of its covenants and obligations under this Agreement. (e) Title and Survey. Title to the Property shall have been found acceptable, or been made acceptable, in accordance with the requirements and terms of Section 7(c) of this Agreement. In the event that any of the foregoing contingencies contained in this Section 3 have not been satisfied on or before the Closing Date, or such earlier date applicable to such contingency, then Buyer may terminate this Agreement by delivering a written notice of 2 10 termination to Seller (the "Termination Notice") on or before the Closing Date, or such earlier date applicable to such contingency. Upon such termination of this Agreement, neither party will have any further rights or obligations regarding this Agreement or the Property except for rights and obligations which, by the express terms of this Agreement, survive a termination of this Agreement. In the event Buyer does not provide the Termination Notice to Seller on or prior to the Closing Date, or such earlier date applicable to such contingency, such contingencies shall be deemed waived. If the failure of any condition precedent to Buyer's obligations set forth above arises as a result of a default by Seller under this Agreement, Buyer shall have the remedies available to Buyer in Section 16(b) unless otherwise provided in this Agreement. 4. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on a date determined by Buyer (the "Closing Date"), but in no event later than January 31, 2027 (the "Outside Closing Date"). The Closing shall take place on the Closing Date at the office of Title in Minneapolis, Minnesota or through an escrow closing utilizing Title's escrow services. Time is of the essence in this Agreement. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. (a) Seller's Closing Documents. At the Closing, Seller shall execute and/or deliver to Buyer the following (collectively, "Seller's Closing Documents"): (i) Deed. A Limited Warranty Deed ("Deed") conveying the Real Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances hereafter defined. (ii) Bring -down Certificate. Certificate confirming that the representations and warranties of Seller under this Agreement remain true and correct. (iii) Seller's Affidavit. A title insurance affidavit as is customarily required by Title, duly executed by Seller, in the form and content satisfactory to Seller and Title and sufficient to allow Title to remove the standard exceptions from the Title Commitment. (iv) Certificate of Real Estate Value. All documents and information reasonably required by Title to complete the electronic Certificate of Real Estate Value. (v) FIRPTA Affidavit. A non -foreign affidavit containing information required by IRC Section 1445(b)(2) and its regulations. (vi) IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any is required. (vii) Other Documents. All other documents reasonably agreed to by Seller, Buyer, and Title as necessary to complete the transaction in accordance with this Agreement. (viii) Closing Statement. Closing Statement reasonably acceptable to Seller and Buyer ("Closing Statement"). 3 11 (b) Buyer's Closing Documents. At the Closing, Buyer will execute and/or deliver to Seller the following (collectively, "Buyer's Closing Documents"): (i) Purchase Price. The Purchase Price, net of the Earnest Money, by wire transfer of U.S. Dollars to Title's trust account and delivered to Seller on the Closing Date. (ii) Bring -Down Certificate. Certificate confirming that the representations and warranties of Buyer under this Agreement remain true and correct. (iii) IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any is required. (iv) Buyer's Affidavit. A title insurance affidavit as is customarily required by Title, if any, duly executed by Buyer, in the form and content satisfactory to Buyer and Title. (v) Certificate of Real Estate Value. All documents and information reasonably required by Title to complete the electronic Certificate of Real Estate Value. (vi) Other Documents. All other documents reasonably agreed to by Seller, Buyer, and Title as necessary to complete the transaction in accordance with this Agreement. (vii) Closing Statement. The Closing Statement. 5. Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: (a) Title Insurance and Closing Fee. Except as provided below, Seller will pay the costs of issuance of the Title Commitment (as defined in Section 8(a)). Buyer will pay all premiums required for the issuance of the title policy(ies) being obtained by Buyer and/or requested by Buyer's mortgage lender, including endorsements to either of the foregoing policies. Buyer and Seller will each pay one-half the closing fee or charge imposed by Title. (b) Deed Tax. Seller shall pay all state deed tax regarding the Deed to be delivered by Seller under this Agreement. Buyer shall pay all Mortgage Registry Tax regarding the recording of any mortgage securing Buyer's financing. (c) Real Estate Taxes and Special Assessments. Seller will pay, on or before the Closing Date, all levied special assessments and general real estate taxes and installments of special assessments due and payable in all calendar years ending prior to the Closing Date. Real estate taxes and annual municipal charges included therewith due and payable in the calendar year in which the Closing Date occurs shall be prorated by Seller and Buyer as of the Closing Date based upon a calendar year. 4 12 (d) Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in the condition required by this Agreement. Buyer will pay the cost of recording the Deed and any documents necessary to evidence Buyer financing. (e) Other Costs. The amount due on any gas, electric, water, sewer, or other utility bill, or service contract relating to the Property shall be prorated between Seller and Buyer as of the Closing Date. Any utility deposits made by Seller shall be and remain the property of Seller. All other operating costs of the Property will be allocated between Seller and Buyer as of the Closing Date, so that Seller pays that part of such other operating costs payable before the Closing Date, and Buyer pays that part of such operating costs payable from and after the Closing Date. (f) Attorneys' Fees. Each of the parties will pay its own attorneys' fees with respect to conducting due diligence and completing the transaction contemplated by this Agreement. For purposes of calculating prorations, Seller shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof; through the day prior to the Closing Date and Buyer shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, from and after 12:01 a.m. on the Closing Date. All prorations shall be made on the basis of the actual number of days of the year and month which have elapsed as of the Closing Date. Except as otherwise stated above, in the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, or in the event the prorations set forth above are estimated on the most currently available (rather than based on the actual final) bills, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within sixty (60) days after the Closing Date. Buyer and Seller each agree to reasonably cooperate with the other with respect to such final proration. This provision shall survive Closing and shall not be merged therein. 6. Seller Covenants. Seller covenants as follows: (a) Due Diligence Documents: No later than five (5) calendar days after the Effective Date, Seller shall provide to Buyer for Buyer's review, but not for reproduction, the documents and information relating to the Property to the extent such information is in the possession or control of Seller (collectively, "Due Diligence Documents") listed on Exhibit B attached hereto; provided, however, if any such Due Diligence Documents are not in Seller's possession, Seller shall within the stated period of time, state in writing that the documents are not in Seller's possession. (b) Environmental Due Diligence Documents: No later than five (5) calendar days after the Effective Date, Seller shall provide to Buyer for Buyer's review, but not for reproduction, any environmental reports in connection with the Property and any agreements related to any environmental remediation work completed at the Property to the extent such information is in the possession or control of Seller (collectively, the "Environmental Documents"). 5 13 7. Property Inspection. (a) Inspection Period. Buyer shall have the period commencing on the Effective Date through the sixtieth (60th) day after the Effective Date (the "Inspection Period") to inspect the Property. During the Inspection Period, Seller shall provide Buyer, and Buyer's agents or designees, with access to the Property without charge and at all reasonable times for the purpose of Buyer's inspections, investigation, studies, reviews, and testing of the same as may be deemed necessary or advisable by Buyer, including without limitation, title searches, surveys, engineering and environmental site assessments. Buyer shall pay all costs and expenses of such investigation and testing and shall indemnify, defend, and hold Seller and the Property harmless from all costs and liabilities relating to Buyer's activities and/or inspections. Buyer shall further repair and restore any damage to the Property caused by or occurring during Buyer's testing and return the Property to substantially the same condition as existed prior to such entry. Any entry by Buyer, its representatives, agents or designees will not unreasonably interfere with Seller's use of the Property. In making any inspection hereunder, Buyer will treat and will cause any representative of Buyer to treat all information obtained by Buyer pursuant to the terms of this Agreement as strictly confidential. (b) Environmental and Geotechnical Studies. Buyer may procure, at Buyer's sole cost and expense, environmental assessments, including a Phase I Environmental Site Assessment report, Phase II Environmental Site Assessment report, lead and asbestos reports, and required geotechnical studies. If at any time prior to the expiration of the Inspection Period Buyer determines that the Property is affected by any adverse environmental condition, and the Seller is unable to cure this condition to Buyer's sole satisfaction, Buyer shall have the option to terminate this Agreement, and the Earnest Money shall be refunded to Buyer. (c) Buyer Right of Termination: If Buyer terminates this Agreement by written notice pursuant to Section 16 hereof for any of the reasons set forth below under clauses (i) or (ii) within the Inspection Period, then this Agreement shall become null and void and it will have no further force or effect, the Earnest Money shall be returned to Buyer, and neither party shall have any further rights, duties, or obligations to the other party either in law or equity, excepting those provisions that expressly survive such termination. Buyer may terminate this Agreement under this Section 7(c) on or before the expiration of the Inspection Period: (i) If the documents that are produced by Seller pursuant to Section 6 above are not satisfactory to Buyer in its sole discretion. (ii) If its due diligence inspections and/or reviews of the purchase of the Property, including but not limited to those inspections completed pursuant to Section 7 of this Agreement, are not satisfactory in all aspects to Buyer in its sole discretion. (d) Buyer Indemnity. Buyer hereby indemnifies, defends, and holds Seller and the Property harmless from any and all costs, loss, damages or expenses, of any kind or nature (including without limitation mechanics' liens and including without limitation reasonable attorneys' fees and expenses) arising out of or resulting from 6 14 an inspection, investigation, entry and/or other activities upon the Property by Buyer, its employees, agents, contractors, subcontractors, and/or assigns, but excluding any matters to the extent they result from the negligence or willful misconduct of Seller or its representatives, or the discovery of any pre-existing condition on the Property. Notwithstanding anything to the contrary herein, the obligations of Buyer set forth in this Section 7 shall survive for a period of six months after (i) any termination of this Agreement, if terminated; and/or (ii) the Closing Date. 8. Title Examination. Title Examination will be conducted as follows: (a) Title Evidence. During the Inspection Period, Buyer shall obtain the following (collectively, "Title Evidence"): (i) a commitment ("Title Commitment") for the most recent form of ALTA Owner's Policy of Title Insurance insuring title to the Real Property, in the amount of the Purchase Price, issued by Title and (ii) an ALTA survey ("Survey") prepared by a registered land surveyor and certified to Buyer, showing the Property and location of all buildings and easements thereon and such other information and containing such matters as Buyer and Buyer's financing parties shall reasonably request, and (iii) if desired by Buyer, any other evidence of the status of Seller and/or the Property that Buyer may obtain. (b) Buyer Objections. Buyer will, within twenty (20) days of receipt of the last of the Title Evidence, make written objections ("Objections") to the form and/or contents of the Title Evidence. Buyer's failure to make Objections within said time -period will constitute a waiver of Objections. Any matter shown on such Title Evidence and not objected to by Buyer within the required time period shall be a "Permitted Encumbrance" hereunder; provided, however, that Seller shall be obligated to pay in full and release any and all monetary liens from the Property and in no event shall any such monetary liens be deemed a Permitted Encumbrance. Seller will have thirty (30) days after receipt of the Objections to cure the Objections; provided, however, Seller shall use its best efforts to cure any Objections. If the Objections are not cured within such thirty (30) day period, Buyer will have the option within five (5) days after the end of said thirty (30) day period, to (i) send Seller written notice to terminate this Agreement without any liability on its part in which case the Earnest Money shall be refunded to Buyer and neither party shall have further rights or obligations hereunder (excepting those provisions that expressly survive termination) (ii) extend the period for Seller to cure the Objections; or (iii) proceed to Closing and take title to the Property subject to such Objections, in which case such non -cured Objections shall become Permitted Encumbrances hereunder and Buyer shall have no further rights to a refund of the Earnest Money, except as otherwise provided herein. If no such written notice from Buyer is timely received by Seller within such five (5) day period, Buyer shall be deemed to have elected to proceed to Closing under clause (iii) of the immediately preceding sentence. 9. Operation Prior to Closing. During the period from the Effective Date through and including the Closing Date (the "Executory Period"), Seller shall maintain the adequate liability insurance and insurance against loss by fire, windstorm and other hazards, 7 15 casualties and contingencies, including vandalism and malicious mischief. Seller shall execute no contracts, leases or other agreements regarding the Property during the Executory Period that are not terminable on or before the Closing Date without the written consent of Buyer, in Buyer's sole and absolute discretion. Buyer acknowledges that Seller removed the building located on the Property (the "Building Removal") and Seller used all reasonable efforts to (i) prevent any environmental contamination from arising as a result of such Building Removal, and (ii) placed the Property into a neat and safe condition upon completion of the Building Removal. 10. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: (a) Authority. Seller is duly organized and is in good standing under the laws of the State of Minnesota. Seller is duly qualified to transact business in the State of Minnesota. Seller has the requisite power and authority to enter into and perform this Agreement and those Seller's Closing Documents signed by it; such documents have been duly authorized by all necessary action on the part of Seller and have been duly executed and delivered; such execution, delivery and performance by Seller of such documents does not conflict with or result in a violation of Seller's organizational documents, or any judgment, order, or decree of any court or arbiter to which Seller is a party; such documents are valid and binding obligations of Seller, and are enforceable in accordance with their terms. (b) Well Disclosure. Seller knows of no wells on the Property and hereby makes the disclosure pursuant to Minn. Stat. § 103I.235 Subd. 1. At the time of Closing, Seller will deliver any required well certificate pursuant to Minn. Stat. § 1031.235 Subd. 1 and if no such well certificate is required, shall include on the Deed the statement "Seller certifies that Seller does not know of any wells on the described real property". (c) Utilities and other bills. Seller has received no written notice of actual or threatened reduction or curtailment of any utility service now supplied to the Real Property. To Seller's knowledge, there are no past due utility bills that are Seller's obligation pertaining to the Property or other bills that are Seller's obligation pertaining to the Property. (d) Assessments. Seller has received no written notice of actual or threatened special assessments or reassessments of the Real Property other than any assessments shown on the Real Property tax bills. (e) Rights of Others to Purchase Property. Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated herein will conflict with or result in a breach of any contract, license, or undertaking to which Seller is a party or by which any of its property is bound, or constitute a default thereunder. 8 16 (f) FIRPTA. Seller is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code. (g) Proceedings. Seller has not received any written notices and is not aware of any legal action, litigation, condemnation or administrative proceeding of any kind pending or threatened against Seller or any portion of the Property which would adversely affect its right to convey the Property to Buyer as contemplated in this Agreement. (h) Liens. On or before the Closing Date Seller will pay for all labor, materials, machinery, fixtures or tools furnished to the Property by or on behalf of Seller preceding the Closing Date in connection with construction, alteration or repair of any structure on or improvement to the Property. (i) (1) City Sewer and Water. The Real Property has access to city sewer and city water in the adjacent public right-of-way. Individual Sewage Treatment Systems. Solely for purposes of satisfying the requirements of Minn. Stat. § 115.55, Seller represents that there is no "individual sewage treatment system" (within the meaning of such statute) on or serving the Property. (k) Storage Tanks. Seller knows of no underground or above ground storage tank currently upon the Property and knows of no underground or above ground storage tank formerly on the Property that had a release for which no corrective action was taken. Seller has filed all required affidavits pursuant to Minn. Stat. § 116.48 Subd. 6. (1) (m) Methamphetamine Disclosure. Solely for purposes of satisfying the requirements of Minn. Stat. § 152.0275, to Seller's knowledge, methamphetamine production has not occurred on the Property. Environmental Documents. The Environmental Documents are all of the documents and agreements in Seller's possession or control related to any and all environmental condition, or remediation work related thereto, affecting the Property. Seller has not committed any action on the Property that would give rise to any environmental contamination or Hazardous Material of any kind. There are no present investigations, administrative proceedings, litigation, regulatory hearings or other actions proposed, threatened or pending, alleging non-compliance with or violation of any federal, state or local laws, ordinances, rules or regulations regarding Hazardous Materials within or on the Property or relating to any required environmental permits, and neither Seller nor any third party has violated any environmental laws with respect to the Property. For purposes of this Agreement, the term "Hazardous Materials" shall mean any substance, chemical, waste or material that is or becomes regulated by any federal, state or local governmental 9 17 authority because of its toxicity, infectiousness, radioactivity, explosiveness, ignitability, corrosiveness or reactivity (n) Leases. Seller has not entered into any leases regarding the Property, nor is Seller aware of any possessory rights of others regarding the Property. Except with respect to the warranties set forth in the Deed and in this Section 10, Seller has not made any warranty or representation, express or implied, written or oral, concerning the Property, including without limitation any representations relating to Hazardous Materials. 11. Representations and Warranties by Buyer. Buyer represents and warrants to Seller that the buying entity will be duly organized and in good standing under the laws of the State of Minnesota; that Buyer is duly qualified to transact business in the State of Minnesota; that Buyer has the requisite power and authority to enter into this Agreement and Buyer's Closing Documents signed by it; that such documents have been duly authorized by all necessary action on the part of Buyer and have been duly executed and delivered; that the execution, delivery and performance by Buyer of such documents do not conflict with or result in violation of Buyer's organization documents or any judgment, order or decree of any court or arbiter to which Buyer is a party; and that such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their terms. Except with respect to the warranties set forth in this Section 11, Buyer has not made any warranty or representation, express or implied, written or oral. 12. Buyer Accepts Property "As Is". As of the expiration of the Inspection Period, Buyer acknowledges for Buyer and Buyer's successors and assignees, (i) that Buyer has been given a reasonable opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, either independently or through agents and experts of Buyer's choosing and (ii) that Buyer is acquiring the Property based upon Buyer's own investigation and inspection thereof, and (iii) the provisions of this Section 12 shall survive Closing and shall not be merged therein. 13. Special Conditions; Assignment. (a) Within three (3) business days of the Buyer adoption of a resolution authorizing execution of this Agreement, Buyer shall assign its interest in this Agreement (the "Assignment") to the Scott County Community Development Agency ("Assignee") in the form attached hereto as Exhibit C. (b) The Assignment shall be conditioned upon the Buyer contribution of $150,000 in allocated Local Affordable Housing Aid funds to the Purchase Price for the benefit of Assignee. (c) The Assignee shall be bound by all of the terms and conditions of this Agreement. 10 18 14. Insurance: Seller shall deliver to Buyer evidence of hazard insurance with respect to the Property insuring against loss by fire, lightning, vandalism, malicious mischief and other risks customarily covered by a standard extended coverage endorsement, in a commercially reasonable amount. 15. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or a material part (as herein defined) of the Real Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's sole option, to be exercised within thirty (30) days after receipt of Seller's notice, Buyer may terminate this Agreement, in which event neither party will have further obligations under this Agreement and the Earnest Money and accrued interest shall be refunded to Buyer. If Buyer does not timely terminate this Agreement pursuant to this Section 15, Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent. For purposes of this Section 15, the words "material part" shall mean at least 10% of the square footage of the Real Property, or any portion which impedes access to the Real Property. 16. Remedies. (a) If Buyer defaults in the performance of any of its material obligations under terms of this Agreement and fails to cure such default within thirty (30) days after being notified in writing thereof, Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement, and to retain the Earnest Money as liquidated damages. Seller shall not have the right to recover any other damages of any kind from Buyer or to obtain other equitable adjustment to the terms of the sale of the Property. (b) If Seller defaults on any of its material obligations under this Agreement, Buyer shall be entitled to exercise either of the following remedies, (i) to terminate the Purchase Agreement whereupon the Earnest Money shall be immediately returned to Buyer, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive termination of this Agreement, or (ii) to apply for and to receive from a court of competent jurisdiction equitable relief by way of specific performance to enforce Seller's performance of the terms of this Agreement. 17. Assignment. Buyer may assign its rights under this Agreement at any time prior to closing without the prior written consent of Seller to an entity owned by or affiliated with Buyer. Any such assignment shall cause the assignee to be responsible for the obligations under this Agreement from and after the date of assignment. Seller may not assign its rights under this Agreement before or after the Closing Date. 18. Survival. Except as expressly provided in this Agreement, none of the agreements, covenants, warranties and representations contained herein shall survive the Closing Date or any earlier termination of this Agreement. 11 19 19. Notices. All notices, requests, demands and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed e-mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, in each case to the following addresses or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, e-mail address or person as a party may designate by notice to the other party): If to Seller: If to Assignee: With a copy to: If to Buyer: Randolph and Lisa Kubes 1244 Monroe Street south Shakopee, MN 55379 Phone: Email: Scott County Community Development Agency Attn: Julie Siegert 100 5th Avenue South Shakopee, MN 55379 Phone No. (952) 641-5185 Email: jsiegert@scottcda.org Kutak Rock LLP Attn: Tim Keane 60 South Sixth Street Suite 3400 Minneapolis, MN 55402 Phone No. (612) 334-5015 Email: tim.keane@kutakrock.com Shakopee Economic Development Authority Attn: Michael Kerski 485 Gorman Street Shakopee, MN 55379 Phone No. (952) 233-9300 Email: mkerski@shakopeemn.gov 20. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 21. Entire Agreement; Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in writing executed by the parties. 12 20 22. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 23. Controlling Law. This Agreement has been made under the laws of the State of Minnesota and such laws will control its interpretation. 24. Broker Commissions. Seller and Buyer represent and warrant to each other that they have not dealt with any brokers in connection with the transaction contemplated by this Agreement. The Seller and the Buyer each agree to indemnify, defend, and hold the other harmless from and against all liability, loss, cost, damage, or expense (including, but not limited to, reasonable attorneys' fees and costs of litigation) which the other party may incur because of any claim by a broker, agent, or finder claiming any compensation with respect to this Agreement. The foregoing indemnification shall survive Closing or the termination of this Agreement. 25. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. Each party may rely upon a facsimile or "PDF" counterpart of this Agreement signed by the other party with the same effect as if such party had received an original counterpart signed by such other party. 26. Attorneys' Fees. If any legal action, arbitration or other proceeding is commenced to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to an award of its attorneys' fees and expenses. The phrase "prevailing party" shall include a party who receives substantially the relief desired whether by dismissal, summary judgment, judgment or otherwise. [SIGNATURE PAGE FOLLOWS.] 13 21 IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date. SELLER: RANDOLPH J. KUBES LISA M. KUBES BUYER: SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY By: Name: Its: 14 22 EXHIBIT A Legal Description PID No. 27-0870070 Lot 3, Block 2, Furries 2nd Addition, Scott County, Minnesota 15 23 EXHIBIT B (Due Diligence Documents) 1. Previous title work (commitment, abstract, UCC searches, owner's policy, etc.). 2. Known special assessments affecting the Property for the last five calendar years. 3. Copies of any ALTA surveys, boundary surveys, architectural plans or specifications of the Property in possession of the Seller. 4. City code violations or complaints over the last three calendar years. 5. List of any known material violations affecting the Property that remain uncured. 6. Real estate, personal property, and other tax bills affecting the Property for the last three calendar years. 7. Any and all other documents reasonably requested by Buyer in Seller's possession. 16 24 EXHIBIT C ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is effective as of , 2026 (the "Effective Date"), and is made by SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate of the State of Minnesota ("Assignor"), in favor of SCOTT COUNTY COMMUNITY DEVELOPMENT AGENCY, a public body corporate of the State of Minnesota ("Assignee"). RECITALS A. Assignor and Randolph J. and Lisa M. Kubes, husband and wife, are parties to that certain Purchase and Sale Agreement effective as of June , 2026 (the "Agreement") pertaining to the purchase and sale of that certain property located at 1211 4th Avenue East, Shakopee, MN, as more particularly described in the Agreement. B. Assignor desires to assign to Assignee and Assignee desires to assume all of Assignor's interest and obligations as Buyer in, to and under the Agreement, subject to and in accordance with the provisions hereof. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Recitals and Ratification. The foregoing Recitals are true and correct and are hereby incorporated herein by reference. Unless otherwise expressly modified herein, all terms and conditions of the Agreement are hereby ratified and confirmed. 2. Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title, interest, responsibilities, liabilities and obligations, as Buyer, in, to and under the Agreement from and after the Effective Date of this Assignment. Assignor represents and warrants to Assignee that: (a) Assignor has not assigned any of its right, title, interest, responsibilities, liabilities or obligations under the Agreement to any other party, and (b) Assignor has full power and authority to assign all of its right, title, interest, responsibilities, liabilities and obligations under the Agreement to Assignee by virtue of this Assignment. 3. Acceptance and Assumption. As of the Effective Date of this Assignment, Assignee hereby (a) accepts this assignment of all of Assignor's right, title, and interest under the Agreement as Buyer; and (b) assumes and agrees to perform and observe all of Assignor's covenants, responsibilities, liabilities and obligations set forth in the Agreement arising from and after the Effective Date. 4925-2013-7139.1 25 4. Consideration. The total consideration to be paid by the Assignee to the Assignor for this Assignment, subject to the conditions of this Assignment, shall Fifteen Thousand and No/100 Dollars ($15,000) by wire transfer at closing. 5 Binding Effect. This Assignment shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and assigns. 6. Governing Law. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without regard to conflict of law rules. 7. Counterparts. This Assignment may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. This Assignment may be executed by facsimile signature or in portable document format (PDF). 8. Defined Terms. All capitalized terms not otherwise defined in this Assignment shall have the definitions contained in the Agreement. 9. Further Assurances. Assignor and Assignee agree that, from time to time, whether before, at or after the Effective Date, each of them will execute and deliver such further instruments of assignment and transfer and take such other actions as may be necessary to carry out the purposes and intents of this Assignment. [Signature Page Follows] 4925-2013-7139.1 26 IN WITNESS WHEREOF, the parties hereto have entered into this Assignment as of the Effective Date. ASSIGNOR: SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate of the State of Minnesota By: Name: Its: ASSIGNEE: SCOTT COUNTY COMMUNITY DEVELOPMENT AGENCY, a public body corporate of the State of Minnesota By: Name: Its: [Assignment and Assumption of Purchase and Sale Agreement Signature Page] 4925-2013-7139.1 27 SCOTT COUNTY COMMUNITY DEVELOPMENT AGENCY RESOLUTION NO. 20-26 AUTHORIZING ACCEPTANCE OF ASSIGNMENT OF PURCHASE AGREEMENT FOR CERTAIN REAL PROPERTY LOCATED AT 1211 4TH AVE EAST, SHAKOPEE, MINNESOTA AND AMENDMENT TO PURCHASE AGREEMENT BETWEEN TRELLIS CO. AND THE SCOTT COUNTY CDA RECITALS WHEREAS, the Scott County Community Development Agency ("CDA") is authorized to acquire, hold, and dispose of real property in furtherance of its mission to promote affordable housing and community development; and WHEREAS, the Shakopee Economic Development Authority ("EDA") will be acting on a proposed Purchase Agreement with Randolph J. Kubes and Lisa M. Kubes for the acquisition of certain real property located at 1211 4th Avenue East, Shakopee, Minnesota, Parcel Identification Number 27-0870070, legally described in the Purchase Agreement - Exhibit A attached hereto (the "Property"); and WHEREAS, the Purchase Agreement identifies the preservation and enhancement of the City's and County's tax base, the facilitation of business expansion and growth, and the provision of additional housing opportunities within the City as public purposes supporting the acquisition of the Property, as further described in the Purchase Agreement - Exhibit B attached hereto; and WHEREAS, the Property is located adjacent to property owned by the CDA at 323 Naumkeag Street, Shakopee, Minnesota; and WHEREAS, acquisition of the Property will facilitate the development of an affordable rental housing project and directly support the mission and purposes of the CDA; and WHEREAS, the EDA is willing to assign its interest in the Purchase Agreement to the CDA; and WHEREAS, the CDA proposes to acquire the Property through assignment of the Purchase Agreement in the amount of $450,000 consistent with the assessed market value of the Property as determined by the Scott County Assessor, as more fully described in the Purchase Agreement - Exhibit C attached hereto; and WHEREAS, the closing of the acquisition of the Property is anticipated to occur on or before January 31, 2027; and 28 WHEREAS, pursuant to Resolution No. 05-26 adopted on February 10, 2026, the CDA authorized the sale of certain real property located at 323 Naumkeag Street, Shakopee, Minnesota, to Trellis Co.; and WHEREAS, the CDA desires to amend the Purchase Agreement with Trellis Co. to include the Property as part of the planned redevelopment and affordable housing project. RESOLUTION NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Scott County Community Development Agency as follows: I. The Board finds that the acquisition of the Property through assignment of the Purchase Agreement is consistent with the CDA's mission and serves a public purpose by facilitating the development of affordable rental housing. 2. The Board hereby approves and authorizes the acceptance of the assignment of the Purchase Agreement for the Property located at 1211 4th Avenue East, Shakopee, Minnesota, together with all rights and interests associated therewith. 3. The Board hereby approves and authorizes amendment of the Purchase Agreement between the CDA and Trellis Co. to include the Property and to otherwise effectuate the redevelopment objectives contemplated by the parties. 4. The Executive Director or the Board Chair is hereby authorized and directed to execute any and all agreements, assignments, amendments, closing documents, certificates, and other instruments, and to take such further actions as may be necessary or convenient to carry out the intent and purposes of this Resolution. Adopted by the Board of Commissioners of the Scott County Community Development Agency this 9th day of June, 2026. M/ Gulstad Michelle Choudek, Chair S/ Schuh •,,,,uN1T Y Dec` iii: Schuh Yes �@� Z : Gulstad Yes =0 •. -i IPv Gade No ''��,,, 19 ;,.:%`' �`` Yes Choudek Dale Gade, Secretary Corrigan Yes 29 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement"), is made and entered into as of the day of June, 2026 (the "Effective Date"), by and between RANDOLPH J. AND LISA M. KUBES, husband wife ("Seller"), and SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate of the State of Minnesota, its successors and permitted assigns ("Buyer"). RECITALS 1. Seller is the fee title owner of that certain real property located in the City of Shakopee, Minnesota, commonly identified as 1211 4th Avenue East (the "Property", as defined below). 2. Buyer desires to purchase the Property from the Seller subject to the terms and conditions of this Agreement to facilitate development of workforce affordable multifamily housing project (the "Development"). 3. Buyer finds that the development of the Property is in the best interests of the City of Shakopee (the "City") and Scott County (the "County"), Minnesota, and is in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Development will be undertaken. 4. Seller further believes the Development will result in the preservation and enhancement of the City and the County's tax base, facilitate the expansion and growth of local business, and provide increased housing opportunities in the City. 5. Seller represents there are no improvements to the Property. AGREEMENT In consideration of this Agreement, Seller and Buyer agree as follows: 1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the following property (collectively, "Property"): (a) Real Property. The real property located at 1211 4th Avenue East, Shakopee, Scott County, Minnesota, 55379, PID No. 27-0870070 legally described on the attached Exhibit A ("Land") together with all easements and rights benefiting or appurtenant to the Land (collectively, the "Real Property"). (b) Personal Property. None. 2. Purchase Price and Manner of Payment. The total purchase price ("Purchase Price") to be paid, subject to the conditions of this Agreement, by Buyer to Seller for the Property shall be Six Hundred Thousand and 00/100 U.S. Dollars ($600,000.00) and shall be payable as follows: 1 30 (a) Fifteen Thousand and 00/100 U.S. Dollars ($15,000.00) as earnest money ("Earnest Money"), to be deposited with Guaranty Commercial Title, Inc. ("Title") within five (5) business days following the Effective Date. All interest, if any, accrued on the Earnest Money shall become part of the Earnest Money. At the Closing (as defined below) of the sale of the Property from Seller to Buyer, the entire Earnest Money shall be credited on behalf of Buyer towards the Purchase Price. The Earnest Money shall become nonrefundable upon expiration of the Financing Contingency Period (hereinafter defined), except in the event of a Seller default under this Agreement. (b) The remainder of the Purchase Price, plus closing costs and plus or minus prorations, by wire transfer of U.S. Dollars to be received in Title's trust account in Minneapolis, Minnesota on the Closing Date (as defined below). 3. Buyer's Contingencies. In addition to Buyer's teiiuination rights otherwise provided herein, the obligations of Buyer and Seller under this Agreement are contingent upon the satisfaction, expiration, or waiver each of the following contingencies: (a) Inspection. If, during the Inspection Period (as defined herein), Buyer determines in its sole discretion that the Property is not suitable to Buyer, then Buyer may terminate this Agreement by delivery of written notice to Seller prior to the end of the Inspection Period. (b) Entitlements. Buyer shall have received the land use approvals necessary, including potential re -zoning or planned unit development approval, in Buyer's sole discretion, to construct a multifamily residential development on the Property. (c) Financing. Buyer shall have a period beginning on the Effective Date through the Outside Closing Date (the "Financing Contingency Period") during which Buyer shall have received the proceeds of, or commitments for, financing necessary and sufficient, including the funds reference in Section 13 below, in Buyer's sole discretion, to complete the purchase of the Property and to implement Buyer's planned use of the Property (collectively, "Financing Approvals") Buyer shall keep Seller reasonably informed of its progress in obtaining the Financing Approvals. (d) Seller's Representations and Warranties; Seller Performance. Each of Seller's representations and warranties set forth in Section 10 shall be true, complete and correct at and as of the Closing Date in all material respects. Seller shall have performed when required, in all material respects, all of its covenants and obligations under this Agreement. (e) Title and Survey. Title to the Property shall have been found acceptable, or been made acceptable, in accordance with the requirements and terms of Section 7(c) of this Agreement. In the event that any of the foregoing contingencies contained in this Section 3 have not been satisfied on or before the Closing Date, or such earlier date applicable to such contingency, then Buyer may terminate this Agreement by delivering a written notice of 2 31 termination to Seller (the "Termination Notice") on or before the Closing Date, or such earlier date applicable to such contingency. Upon such termination of this Agreement, neither party will have any further rights or obligations regarding this Agreement or the Property except for rights and obligations which, by the express terms of this Agreement, survive a termination of this Agreement. In the event Buyer does not provide the Termination Notice to Seller on or prior to the Closing Date, or such earlier date applicable to such contingency, such contingencies shall be deemed waived. If the failure of any condition precedent to Buyer's obligations set forth above arises as a result of a default by Seller under this Agreement, Buyer shall have the remedies available to Buyer in Section 16(b) unless otherwise provided in this Agreement. 4. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on a date determined by Buyer (the "Closing Date"), but in no event later than January 31, 2027 (the "Outside Closing Date"). The Closing shall take place on the Closing Date at the office of Title in Minneapolis, Minnesota or through an escrow closing utilizing Title's escrow services. Time is of the essence in this Agreement. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. (a) Seller's Closing Documents. At the Closing, Seller shall execute and/or deliver to Buyer the following (collectively, "Seller's Closing Documents"): (i) Deed. A Limited Warranty Deed ("Deed") conveying the Real Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances hereafter defined. (ii) Bring -down Certificate. Certificate confirming that the representations and warranties of Seller under this Agreement remain true and correct. (iii) Seller's Affidavit. A title insurance affidavit as is customarily required by Title, duly executed by Seller, in the form and content satisfactory to Seller and Title and sufficient to allow Title to remove the standard exceptions from the Title Commitment. (iv) Certificate of Real Estate Value. All documents and information reasonably required by Title to complete the electronic Certificate of Real Estate Value. (v) FIRPTA Affidavit. A non -foreign affidavit containing information required by IRC Section 1445(b)(2) and its regulations. (vi) IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any is required. (vii) Other Documents. All other documents reasonably agreed to by Seller, Buyer, and Title as necessary to complete the transaction in accordance with this Agreement. (viii) Closing Statement. Closing Statement reasonably acceptable to Seller and Buyer ("Closing Statement"). 3 32 (b) Buyer's Closing Documents. At the Closing, Buyer will execute and/or deliver to Seller the following (collectively, "Buyer's Closing Documents"): (i) Purchase Price. The Purchase Price, net of the Earnest Money, by wire transfer of U.S. Dollars to Title's trust account and delivered to Seller on the Closing Date. (ii) Bring -Down Certificate. Certificate confirming that the representations and warranties of Buyer under this Agreement remain true and correct. (iii) IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any is required. (iv) Buyer's Affidavit. A title insurance affidavit as is customarily required by Title, if any, duly executed by Buyer, in the form and content satisfactory to Buyer and Title. (v) Certificate of Real Estate Value. All documents and information reasonably required by Title to complete the electronic Certificate of Real Estate Value. (vi) Other Documents. All other documents reasonably agreed to by Seller, Buyer, and Title as necessary to complete the transaction in accordance with this Agreement. (vii) Closing Statement. The Closing Statement. 5. Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: (a) Title Insurance and Closing Fee. Except as provided below, Seller will pay the costs of issuance of the Title Commitment (as defined in Section 8(a)). Buyer will pay all premiums required for the issuance of the title policy(ies) being obtained by Buyer and/or requested by Buyer's mortgage lender, including endorsements to either of the foregoing policies. Buyer and Seller will each pay one-half the closing fee or charge imposed by Title. (b) Deed Tax. Seller shall pay all state deed tax regarding the Deed to be delivered by Seller under this Agreement. Buyer shall pay all Mortgage Registry Tax regarding the recording of any mortgage securing Buyer's financing. (c) Real Estate Taxes and Special Assessments. Seller will pay, on or before the Closing Date, all levied special assessments and general real estate taxes and installments of special assessments due and payable in all calendar years ending prior to the Closing Date. Real estate taxes and annual municipal charges included therewith due and payable in the calendar year in which the Closing Date occurs shall be prorated by Seller and Buyer as of the Closing Date based upon a calendar year. 4 33 (d) Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in the condition required by this Agreement. Buyer will pay the cost of recording the Deed and any documents necessary to evidence Buyer financing. (e) Other Costs. The amount due on any gas, electric, water, sewer, or other utility bill, or service contract relating to the Property shall be prorated between Seller and Buyer as of the Closing Date. Any utility deposits made by Seller shall be and remain the property of Seller. All other operating costs of the Property will be allocated between Seller and Buyer as of the Closing Date, so that Seller pays that part of such other operating costs payable before the Closing Date, and Buyer pays that part of such operating costs payable from and after the Closing Date. (f) Attorneys' Fees. Each of the parties will pay its own attorneys' fees with respect to conducting due diligence and completing the transaction contemplated by this Agreement. For purposes of calculating prorations, Seller shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof; through the day prior to the Closing Date and Buyer shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, from and after 12:01 a.m. on the Closing Date. All prorations shall be made on the basis of the actual number of days of the year and month which have elapsed as of the Closing Date. Except as otherwise stated above, in the event any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, or in the event the prorations set forth above are estimated on the most currently available (rather than based on the actual final) bills, either party shall be entitled to an adjustment to correct the same provided that it makes written demand on the other within sixty (60) days after the Closing Date. Buyer and Seller each agree to reasonably cooperate with the other with respect to such final proration. This provision shall survive Closing and shall not be merged therein. 6. Seller Covenants. Seller covenants as follows: (a) Due Diligence Documents: No later than five (5) calendar days after the Effective Date, Seller shall provide to Buyer for Buyer's review, but not for reproduction, the documents and information relating to the Property to the extent such information is in the possession or control of Seller (collectively, "Due Diligence Documents") listed on Exhibit B attached hereto; provided, however, if any such Due Diligence Documents are not in Seller's possession, Seller shall within the stated period of time, state in writing that the documents are not in Seller's possession. (b) Environmental Due Diligence Documents: No later than five (5) calendar days after the Effective Date, Seller shall provide to Buyer for Buyer's review, but not for reproduction, any environmental reports in connection with the Property and any agreements related to any environmental remediation work completed at the Property to the extent such information is in the possession or control of Seller (collectively, the "Environmental Documents"). 5 34 7. Property Inspection. (a) Inspection Period. Buyer shall have the period commencing on the Effective Date through the sixtieth (60th) day after the Effective Date (the "Inspection Period") to inspect the Property. During the Inspection Period, Seller shall provide Buyer, and Buyer's agents or designees, with access to the Property without charge and at all reasonable times for the purpose of Buyer's inspections, investigation, studies, reviews, and testing of the same as may be deemed necessary or advisable by Buyer, including without limitation, title searches, surveys, engineering and environmental site assessments. Buyer shall pay all costs and expenses of such investigation and testing and shall indemnify, defend, and hold Seller and the Property harmless from all costs and liabilities relating to Buyer's activities and/or inspections. Buyer shall further repair and restore any damage to the Property caused by or occurring during Buyer's testing and return the Property to substantially the same condition as existed prior to such entry. Any entry by Buyer, its representatives, agents or designees will not unreasonably interfere with Seller's use of the Property. In making any inspection hereunder, Buyer will treat and will cause any representative of Buyer to treat all information obtained by Buyer pursuant to the terms of this Agreement as strictly confidential. (b) Environmental and Geotechnical Studies. Buyer may procure, at Buyer's sole cost and expense, environmental assessments, including a Phase I Environmental Site Assessment report, Phase II Environmental Site Assessment report, lead and asbestos reports, and required geotechnical studies. If at any time prior to the expiration of the Inspection Period Buyer determines that the Property is affected by any adverse environmental condition, and the Seller is unable to cure this condition to Buyer's sole satisfaction, Buyer shall have the option to terminate this Agreement, and the Earnest Money shall be refunded to Buyer. (c) Buyer Right of Termination: If Buyer terminates this Agreement by written notice pursuant to Section 16 hereof for any of the reasons set forth below under clauses (i) or (ii) within the Inspection Period, then this Agreement shall become null and void and it will have no further force or effect, the Earnest Money shall be returned to Buyer, and neither party shall have any further rights, duties, or obligations to the other party either in law or equity, excepting those provisions that expressly survive such termination. Buyer may terminate this Agreement under this Section 7(c) on or before the expiration of the Inspection Period: (i) If the documents that are produced by Seller pursuant to Section 6 above are not satisfactory to Buyer in its sole discretion. (ii) If its due diligence inspections and/or reviews of the purchase of the Property, including but not limited to those inspections completed pursuant to Section 7 of this Agreement, are not satisfactory in all aspects to Buyer in its sole discretion. (d) Buyer Indemnity. Buyer hereby indemnifies, defends, and holds Seller and the Property harmless from any and all costs, loss, damages or expenses, of any kind or nature (including without limitation mechanics' liens and including without limitation reasonable attorneys' fees and expenses) arising out of or resulting from 6 35 an inspection, investigation, entry and/or other activities upon the Property by Buyer, its employees, agents, contractors, subcontractors, and/or assigns, but excluding any matters to the extent they result from the negligence or willful misconduct of Seller or its representatives, or the discovery of any pre-existing condition on the Property. Notwithstanding anything to the contrary herein, the obligations of Buyer set forth in this Section 7 shall survive for a period of six months after (i) any termination of this Agreement, if terminated; and/or (ii) the Closing Date. 8. Title Examination. Title Examination will be conducted as follows: (a) Title Evidence. During the Inspection Period, Buyer shall obtain the following (collectively, "Title Evidence"): (i) a commitment ("Title Commitment") for the most recent form of ALTA Owner's Policy of Title Insurance insuring title to the Real Property, in the amount of the Purchase Price, issued by Title and (ii) an ALTA survey ("Survey") prepared by a registered land surveyor and certified to Buyer, showing the Property and location of all buildings and easements thereon and such other information and containing such matters as Buyer and Buyer's financing parties shall reasonably request, and (iii) if desired by Buyer, any other evidence of the status of Seller and/or the Property that Buyer may obtain. (b) Buyer Objections. Buyer will, within twenty (20) days of receipt of the last of the Title Evidence, make written objections ("Objections") to the form and/or contents of the Title Evidence. Buyer's failure to make Objections within said time -period will constitute a waiver of Objections. Any matter shown on such Title Evidence and not objected to by Buyer within the required time period shall be a "Permitted Encumbrance" hereunder; provided, however, that Seller shall be obligated to pay in full and release any and all monetary liens from the Property and in no event shall any such monetary liens be deemed a Permitted Encumbrance. Seller will have thirty (30) days after receipt of the Objections to cure the Objections; provided, however, Seller shall use its best efforts to cure any Objections. If the Objections are not cured within such thirty (30) day period, Buyer will have the option within five (5) days after the end of said thirty (30) day period, to (i) send Seller written notice to terminate this Agreement without any liability on its part in which case the Earnest Money shall be refunded to Buyer and neither party shall have further rights or obligations hereunder (excepting those provisions that expressly survive termination) (ii) extend the period for Seller to cure the Objections; or (iii) proceed to Closing and take title to the Property subject to such Objections, in which case such non -cured Objections shall become Permitted Encumbrances hereunder and Buyer shall have no further rights to a refund of the Earnest Money, except as otherwise provided herein. If no such written notice from Buyer is timely received by Seller within such five (5) day period, Buyer shall be deemed to have elected to proceed to Closing under clause (iii) of the immediately preceding sentence. 9. Operation Prior to Closing. During the period from the Effective Date through and including the Closing Date (the "Executory Period"), Seller shall maintain the adequate liability insurance and insurance against loss by fire, windstorm and other hazards, 7 36 casualties and contingencies, including vandalism and malicious mischief. Seller shall execute no contracts, leases or other agreements regarding the Property during the Executory Period that are not terminable on or before the Closing Date without the written consent of Buyer, in Buyer's sole and absolute discretion. Buyer acknowledges that Seller removed the building located on the Property (the "Building Removal") and Seller used all reasonable efforts to (i) prevent any environmental contamination from arising as a result of such Building Removal, and (ii) placed the Property into a neat and safe condition upon completion of the Building Removal. 10. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: (a) Authority. Seller is duly organized and is in good standing under the laws of the State of Minnesota. Seller is duly qualified to transact business in the State of Minnesota. Seller has the requisite power and authority to enter into and perfoiiu this Agreement and those Seller's Closing Documents signed by it; such documents have been duly authorized by all necessary action on the part of Seller and have been duly executed and delivered; such execution, delivery and performance by Seller of such documents does not conflict with or result in a violation of Seller's organizational documents, or any judgment, order, or decree of any court or arbiter to which Seller is a party; such documents are valid and binding obligations of Seller, and are enforceable in accordance with their terms. (b) Well Disclosure. Seller knows of no wells on the Property and hereby makes the disclosure pursuant to Minn. Stat. § 103I.235 Subd. 1. At the time of Closing, Seller will deliver any required well certificate pursuant to Minn. Stat. § 103L235 Subd. 1 and if no such well certificate is required, shall include on the Deed the statement "Seller certifies that Seller does not know of any wells on the described real property". (c) Utilities and other bills. Seller has received no written notice of actual or threatened reduction or curtailment of any utility service now supplied to the Real Property. To Seller's knowledge, there are no past due utility bills that are Seller's obligation pertaining to the Property or other bills that are Seller's obligation pertaining to the Property. (d) Assessments. Seller has received no written notice of actual or threatened special assessments or reassessments of the Real Property other than any assessments shown on the Real Property tax bills. (e) Rights of Others to Purchase Property. Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated herein will conflict with or result in a breach of any contract, license, or undertaking to which Seller is a party or by which any of its property is bound, or constitute a default thereunder. 8 37 (f) FIRPTA. Seller is not a "foreign person", "foreign partnership", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code. (g) Proceedings. Seller has not received any written notices and is not aware of any legal action, litigation, condemnation or administrative proceeding of any kind pending or threatened against Seller or any portion of the Property which would adversely affect its right to convey the Property to Buyer as contemplated in this Agreement. (h) Liens. On or before the Closing Date Seller will pay for all labor, materials, machinery, fixtures or tools furnished to the Property by or on behalf of Seller preceding the Closing Date in connection with construction, alteration or repair of any structure on or improvement to the Property. (i) (i) City Sewer and Water. The Real Property has access to city sewer and city water in the adjacent public right-of-way. Individual Sewage Treatment Systems. Solely for purposes of satisfying the requirements of Minn. Stat. § 115.55, Seller represents that there is no "individual sewage treatment system" (within the meaning of such statute) on or serving the Property. (k) Storage Tanks. Seller knows of no underground or above ground storage tank currently upon the Property and knows of no underground or above ground storage tank formerly on the Property that had a release for which no corrective action was taken. Seller has filed all required affidavits pursuant to Minn. Stat. § 116.48 Subd. 6. (1) (m) Methamphetamine Disclosure. Solely for purposes of satisfying the requirements of Minn. Stat. § 152.0275, to Seller's knowledge, methamphetamine production has not occurred on the Property. Environmental Documents. The Environmental Documents are all of the documents and agreements in Seller's possession or control related to any and all environmental condition, or remediation work related thereto, affecting the Property. Seller has not committed any action on the Property that would give rise to any environmental contamination or Hazardous Material of any kind. There are no present investigations, administrative proceedings, litigation, regulatory hearings or other actions proposed, threatened or pending, alleging non-compliance with or violation of any federal, state or local laws, ordinances, rules or regulations regarding Hazardous Materials within or on the Property or relating to any required environmental permits, and neither Seller nor any third party has violated any environmental laws with respect to the Property. For purposes of this Agreement, the term "Hazardous Materials" shall mean any substance, chemical, waste or material that is or becomes regulated by any federal, state or local governmental 9 38 authority because of its toxicity, infectiousness, radioactivity, explosiveness, ignitability, corrosiveness or reactivity (n) Leases. Seller has not entered into any leases regarding the Property, nor is Seller aware of any possessory rights of others regarding the Property. Except with respect to the warranties set forth in the Deed and in this Section 10, Seller has not made any warranty or representation, express or implied, written or oral, concerning the Property, including without limitation any representations relating to Hazardous Materials. 11. Representations and Warranties by Buyer. Buyer represents and warrants to Seller that the buying entity will be duly organized and in good standing under the laws of the State of Minnesota; that Buyer is duly qualified to transact business in the State of Minnesota; that Buyer has the requisite power and authority to enter into this Agreement and Buyer's Closing Documents signed by it; that such documents have been duly authorized by all necessary action on the part of Buyer and have been duly executed and delivered; that the execution, delivery and performance by Buyer of such documents do not conflict with or result in violation of Buyer's organization documents or any judgment, order or decree of any court or arbiter to which Buyer is a party; and that such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their terms. Except with respect to the warranties set forth in this Section 11, Buyer has not made any warranty or representation, express or implied, written or oral. 12. Buyer Accepts Property "As Is". As of the expiration of the Inspection Period, Buyer acknowledges for Buyer and Buyer's successors and assignees, (i) that Buyer has been given a reasonable opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, either independently or through agents and experts of Buyer's choosing and (ii) that Buyer is acquiring the Property based upon Buyer's own investigation and inspection thereof, and (iii) the provisions of this Section 12 shall survive Closing and shall not be merged therein. 13. Special Conditions; Assignment. (a) Within three (3) business days of the Buyer adoption of a resolution authorizing execution of this Agreement, Buyer shall assign its interest in this Agreement (the "Assignment") to the Scott County Community Development Agency ("Assignee") in the form attached hereto as Exhibit C. (b) The Assignment shall be conditioned upon the Buyer contribution of $150,000 in allocated Local Affordable Housing Aid funds to the Purchase Price for the benefit of Assignee. (c) The Assignee shall be bound by all of the terms and conditions of this Agreement. 10 39 14. Insurance: Seller shall deliver to Buyer evidence of hazard insurance with respect to the Property insuring against loss by fire, lightning, vandalism, malicious mischief and other risks customarily covered by a standard extended coverage endorsement, in a commercially reasonable amount. 15. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or a material part (as herein defined) of the Real Property, Seller shall immediately give notice to Buyer of such fact and at Buyer's sole option, to be exercised within thirty (30) days after receipt of Seller's notice, Buyer may terminate this Agreement, in which event neither party will have further obligations under this Agreement and the Earnest Money and accrued interest shall be refunded to Buyer. If Buyer does not timely terminate this Agreement pursuant to this Section 15, Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Buyer's prior written consent. For purposes of this Section 15, the words "material part" shall mean at least 10% of the square footage of the Real Property, or any portion which impedes access to the Real Property. 16. Remedies. (a) If Buyer defaults in the performance of any of its material obligations under terms of this Agreement and fails to cure such default within thirty (30) days after being notified in writing thereof, Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement, and to retain the Earnest Money as liquidated damages. Seller shall not have the right to recover any other damages of any kind from Buyer or to obtain other equitable adjustment to the terms of the sale of the Property. (b) If Seller defaults on any of its material obligations under this Agreement, Buyer shall be entitled to exercise either of the following remedies, (i) to terminate the Purchase Agreement whereupon the Earnest Money shall be immediately returned to Buyer, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive termination of this Agreement, or (ii) to apply for and to receive from a court of competent jurisdiction equitable relief by way of specific performance to enforce Seller's performance of the terms of this Agreement. 17. Assignment. Buyer may assign its rights under this Agreement at any time prior to closing without the prior written consent of Seller to an entity owned by or affiliated with Buyer. Any such assignment shall cause the assignee to be responsible for the obligations under this Agreement from and after the date of assignment. Seller may not assign its rights under this Agreement before or after the Closing Date. 18. Survival. Except as expressly provided in this Agreement, none of the agreements, covenants, warranties and representations contained herein shall survive the Closing Date or any earlier termination of this Agreement. 11 40 19. Notices. All notices, requests, demands and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed e-mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, in each case to the following addresses or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, e-mail address or person as a party may designate by notice to the other party): If to Seller: If to Assignee: With a copy to: If to Buyer: Randolph and Lisa Kubes 1244 Monroe Street south Shakopee, MN 55379 Phone: Email: Scott County Community Development Agency Attn: Julie Siegert 100 5th Avenue South Shakopee, MN 55379 Phone No. (952) 641-5185 Email: jsiegert@scottcda.org Kutak Rock LLP Attn: Tim Keane 60 South Sixth Street Suite 3400 Minneapolis, MN 55402 Phone No. (612) 334-5015 Email: tim.keane@kutakrock.com Shakopee Economic Development Authority Attn: Michael Kerski 485 Gorman Street Shakopee, MN 55379 Phone No. (952) 233-9300 Email: mkerski@shakopeemn.gov 20. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 21. Entire Agreement; Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in writing executed by the parties. 12 41 22. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 23. Controlling Law. This Agreement has been made under the laws of the State of Minnesota and such laws will control its interpretation. 24. Broker Commissions. Seller and Buyer represent and warrant to each other that they have not dealt with any brokers in connection with the transaction contemplated by this Agreement. The Seller and the Buyer each agree to indemnify, defend, and hold the other harmless from and against all liability, loss, cost, damage, or expense (including, but not limited to, reasonable attorneys' fees and costs of litigation) which the other party may incur because of any claim by a broker, agent, or finder claiming any compensation with respect to this Agreement. The foregoing indemnification shall survive Closing or the termination of this Agreement. 25. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. Each party may rely upon a facsimile or "PDF" counterpart of this Agreement signed by the other party with the same effect as if such party had received an original counterpart signed by such other party. 26. Attorneys' Fees. If any legal action, arbitration or other proceeding is commenced to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to an award of its attorneys' fees and expenses. The phrase "prevailing party" shall include a party who receives substantially the relief desired whether by dismissal, summary judgment, judgment or otherwise. [SIGNATURE PAGE FOLLOWS.] 13 42 IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date. SELLER: RANDOLPH J. KUBES LISA M. KUBES BUYER: SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY By: Name: Its: 14 43 EXHIBIT A Legal Description PID No. 27-0870070 Lot 3, Block 2, Furries 2nd Addition, Scott County, Minnesota 15 44 EXHIBIT B (Due Diligence Documents) 1. Previous title work (commitment, abstract, UCC searches, owner's policy, etc.). 2. Known special assessments affecting the Property for the last five calendar years. 3. Copies of any ALTA surveys, boundary surveys, architectural plans or specifications of the Property in possession of the Seller. 4. City code violations or complaints over the last three calendar years. 5. List of any known material violations affecting the Property that remain uncured. 6. Real estate, personal property, and other tax bills affecting the Property for the last three calendar years. 7. Any and all other documents reasonably requested by Buyer in Seller's possession. 16 45 EXHIBIT C ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is effective as of , 2026 (the "Effective Date"), and is made by SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate of the State of Minnesota ("Assignor"), in favor of SCOTT COUNTY COMMUNITY DEVELOPMENT AGENCY, a public body corporate of the State of Minnesota ("Assignee"). RECITALS A. Assignor and Randolph J. and Lisa M. Kubes, husband and wife, are parties to that certain Purchase and Sale Agreement effective as of June , 2026 (the "Agreement") pertaining to the purchase and sale of that certain property located at 1211 4th Avenue East, Shakopee, MN, as more particularly described in the Agreement. B. Assignor desires to assign to Assignee and Assignee desires to assume all of Assignor's interest and obligations as Buyer in, to and under the Agreement, subject to and in accordance with the provisions hereof. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Recitals and Ratification. The foregoing Recitals are true and correct and are hereby incorporated herein by reference. Unless otherwise expressly modified herein, all terms and conditions of the Agreement are hereby ratified and confirmed. 2. Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title, interest, responsibilities, liabilities and obligations, as Buyer, in, to and under the Agreement from and after the Effective Date of this Assignment. Assignor represents and warrants to Assignee that: (a) Assignor has not assigned any of its right, title, interest, responsibilities, liabilities or obligations under the Agreement to any other party, and (b) Assignor has full power and authority to assign all of its right, title, interest, responsibilities, liabilities and obligations under the Agreement to Assignee by virtue of this Assignment. 3. Acceptance and Assumption. As of the Effective Date of this Assignment, Assignee hereby (a) accepts this assignment of all of Assignor's right, title, and interest under the Agreement as Buyer; and (b) assumes and agrees to perform and observe all of Assignor's covenants, responsibilities, liabilities and obligations set forth in the Agreement arising from and after the Effective Date. 4925-2013-7139.1 46 4. Consideration. The total consideration to be paid by the Assignee to the Assignor for this Assignment, subject to the conditions of this Assignment, shall Fifteen Thousand and No/100 Dollars ($15,000) by wire transfer at closing. 5 Binding Effect. This Assignment shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and assigns. 6. Governing Law. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without regard to conflict of law rules. 7. Counterparts. This Assignment may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. This Assignment may be executed by facsimile signature or in portable document format (PDF). 8. Defined Terms. All capitalized terms not otherwise defined in this Assignment shall have the definitions contained in the Agreement. 9. Further Assurances. Assignor and Assignee agree that, from time to time, whether before, at or after the Effective Date, each of them will execute and deliver such further instruments of assignment and transfer and take such other actions as may be necessary to carry out the purposes and intents of this Assignment. [Signature Page Follows] 4925-2013-7139.1 47 IN WITNESS WHEREOF, the parties hereto have entered into this Assignment as of the Effective Date. ASSIGNOR: SHAKOPEE ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate of the State of Minnesota By: Name: Its: ASSIGNEE: SCOTT COUNTY COMMUNITY DEVELOPMENT AGENCY, a public body corporate of the State of Minnesota By: Name: Its: [Assignment and Assumption of Purchase and Sale Agreement Signature Page] 4925-2013-7139.1 48 WILLA! SHAKOPEE Agenda Item: Prepared by: Reviewed by: Shakopee Economic Development Authority June 16, 2026 EDA Bill List Becky Smith, Accounting Specialist 5.a Action to be considered: Review EDA Bill List Motion Type: Informational only Background: EDA Bill List provided to EDA Commissioners Recommendation: Information Only Budget Impact: N/A Attachments: 49