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Attorney for Seller: Briggs and Morgan, P.A. <br />2200 IDS Center <br />80 South Eighth Street <br />Minneapolis, MN 55402-2157 <br />Attn: Mr. Thomas L. Bray <br />23. Full Agreement. The Parties acknowledge that this Agreement represents the <br />full and complete agreement of the Parties relating to the purchase and sale of the Property and <br />all matters related to the purchase and sale of the Property. This Agreement supersedes and <br />replaces any prior agreements, either oral or written, and any amendments or modifications to <br />this Agreement must be in writing and executed by both Parties to be effective. <br />24. Governing Law. This Agreement has been made under the laws of the State of <br />Minnesota and such laws must control its interpretation <br />25. Effective Date. This Agreement is effective as of the date the both Seller and <br />Buyer have executed this Agreement (the "Effective Date). <br />26. Business Subsidy Agreement. <br />a. To satisfy the provisions of Minnesota Statutes, Sections 116J.993 to <br />116J.995 (the "Business Subsidies Act"), Buyer acknowledges and agrees that the <br />amount of the "Business Subsidy" granted to Buyer under this Agreement is an amount <br />equal to $2.00 times the square foot area of the Property and that the Business Subsidy is <br />needed because the Project is not sufficiently feasible for Buyer or Sportech to undertake <br />without the Business Subsidy. The public purpose of the Business Subsidy is to <br />encourage the construction of an 80,000 square foot manufacturing facility in the City of <br />Elk River. The Buyer certifies that, as of the date of this Agreement, Sportech had sixty <br />eight (68) full-time/full-time equivalent (full-time/FTE) employees within the City of Elk <br />River. Sportech agrees that it will meet the following goals (the "Goals"): it will create at <br />least twenty five (25) full time jobs in connection with the development of the Property <br />(excluding any jobs previously existing in the State as of the date of this Agreement and <br />relocated to the Property) and pay compensation, including benefits not mandated by law, <br />of not less than $12 per hour by or before the date two years from the "Benefit Date," <br />which is the earlier of the date Buyer or Sportech completes or occupies the <br />Improvements as evidenced by the City of Elk River's issuance of a certificate of <br />occupancy. <br />b. If the Goals are not met, Buyer agrees to repay all or a part of the Business <br />Subsidy to Seller, plus interest ("Interest") set at the implicit price deflator defined in <br />Minnesota Statutes, Section 275.70, Subdivision 2, accruing from and after the Benefit <br />Date, compounded semiannually. If the Goals are met in part, Buyer will repay a portion <br />of the Business Subsidy (plus Interest) determined by multiplying the Business Subsidy <br />by a fraction, the numerator of which is the number of jobs in the Goals which were not <br />created at the wage level set forth above and the denominator of which is three (3) (i.e. <br />number of jobs set forth in the Goals). <br />2150570v4 1 1 <br />