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2021 Exhibit B Approved BudgetExhibit B Approved Budget Use of Funds MIF Bank Equity City Other Total Property Acquisition $6,272,640 $6,272,640 Site Improvement $0 Building Renovation $0 Construction $16,217,819 $16,217,819 Machinery & Equip. $450,000 $3,500,000 $3,950,000 Other , $40792,731 Total $450,000 $24,510,550 $6,272,640 $0 $0 $31,233,190 Rev. July 29, 2020 13 00/ f ) t / 2 k ; uu 4�\ \ /k/Iy f)\ Cr;/ -t ID co \ \\( (\(\(\j( jk} \jkzT ( / (} kk CD §CO 2 - - k k { k } \ \ } / \ > { f f 8 ® ) ! \ 7 $ ) � \ \ ( \ � \ / w \ § k S \ \\ \ / { 0 k& k o a a a °® § m \ \ \'s / \ 0 e o _= i S = R IV } 0 ) ) t t ) { I § \ k k k WEu 0 0 \ \ u u a«/ u I)) ) ) k ! £ ) ) )14 ) ! 14 woo ƒ ) / ) u u f ] ) u ) Page: age: 1 MIDWEST O \/ E F2 *—♦ E A C=11 Co N E �aRis 13900 Sunfish Lake Blvd NW Ramsey, MN 55303 Phone: (763) 566-8555 Fax: (763) 566-6968 www.MW000.Com SOLD TO: ADV140 7535 RIVER ROAD NE OTSEGO, MN 55330 This Invoice was submitted electronicaW REMIT TO: Midwest Overhead Crane 13900 Sunrish Lake Blvd NW Ramsey, MN 55303-4542 INVOICE NUMBER: 116675 INVOICE DATE: 10/21/2021 DUE DATE: 10/28/2021 ORDER NUMBER: 0047820 ORDER DATE: 10/21/2021 SHIP TO: ADVANCED VOLUMETRIC ALLIANCE 6757 KARMEN AVE. NE ALBERTVILLE, MN 55301 Confirm To: RUSS SOUKUP CUSTOMER P.O. SHIP VIA F.O.B. TERMS SHIP DATE VERBAL -SIGNED BEST WAY PP&ADD origin DUE UPON RECEIPT ITEM NUMBER DESCRIPTION UNIT ORDERED SHIPPED BACK ORD PRICE AMOUNT (10) BRIDGE CRANE & (3) RUNWAY EACH 1.00 0.50 0.50 1,267,476.00 633,738.00 (10) 3-TON BRIDGE CRANES AND (3) RUNWAYS SYSTEMS (ROTATING LIGHTS AND SAFETY HORNS INCLUDED) OPERATOR TRAINING EACH 1.00 0.50 0.50 800.00 400.00 INSTALL OF ABOVE EQUIPMENT EACH 1.00 0.50 0.50 ENGINEERING EACH 1.00 0.50 0.50 —THIS INVOICE REPRESENTS THE FV�ST 50% Ai D IS DUE UPON RECEIPT. FOR DETAILS, PLEASE REFER TO YOUR QW OTE AND 6R SALES ORDER. 106,858.00 5,000.00 �,3gol�3' FREIGHT, SHIPPING & HANDLING IS NOT INCLUDED AND MAY BE BILLED SEPARATELY AT A LATER DATE. Credit card payments will incur a 51/o convenience fee. Past due balances will be charged a 1.5% per month late charge. If you prefer to receive invoices via email, email your request to accounting@mwocc.com. If you wish to pay via ACH, email your request to accounting@mwocc.com. Invoice may include administrative time. If inspections were performed, reports will be mailed within 30 days. Returns may be subject to a restocking fee. All jobs are subject to a 2 hour minimum charge. NET INVOICE: SHIPPING & HANDLING: SALES TAX (EX): 53,429.00 2,500.00 690,067.00 0.00 0.00 690.067.00 MIDWEST C7 �/ E R F-� E A O NE caRV 13900 Sunfish Lake Blvd NW Ramsey, MN 55303 Phone: (763) 566-8555 Fax: (763) 566-6968 www.MWOCC.COM SOLD TO: ADV140 7535 RIVER ROAD NE OTSEGO, MN 55330 Page: 1 Invoice This invoice was submitted electronically REMIT TO: Midwest Overhead Crane 13900 Sunfish Lake Blvd NW Ramsey, MN 55303-4542 INVOICE NUMBER: 118524 INVOICE DATE: 03/07/2022 DUE DATE: 03/14/2022 ORDER NUMBER: 0047820 ORDER DATE: 10/21/2021 SHIP TO: ADVANCED VOLUMETRIC ALLIANCE 6757 KARMEN AVE. NE ALBERTVILLE, MN 55301 Confirm To: RUSS SOUKUP CUSTOMER P.O. SHIP VIA F.O.B. TERMS SHIP DATE VERBAL -SIGNED BEST WAY PP&ADD origin DUE UPON RECEIPT ITEM NUMBER DESCRIPTION UNIT ORDERED SHIPPED BACK ORD PRICE AMOUNT (10) BRIDGE CRANE & (3) RUNWAY EACH 0.50 0.40 0.10 1,267,476.00 506,990.40 (10) 3-TON BRIDGE CRANES AND (3) RUNWAYS SYSTEMS (ROTATING LIGHTS AND SAFETY HORNS INCLUDED) OPERATOR TRAINING EACH 0.50 0.40 0.10 800.00 320.00 INSTALL OF ABOVE EQUIPMENT EACH 0.50 0.40 0.10 106,858.00 42,743.20 ENGINEERING EACH 0.50 0.40 0.10 5,000.00 2,000.00 FREIGHT, SHIPPING & HANDLING IS NOT INCLUDED AND MAY BE BILLED SEPARATELY AT A LATER DATE. THIS INVOICE REPRESENTS THE NEXT 40% TERMS ARE 40% PAYMENT DUE UPON NOTIFICATION OF MATERIALS SHIPPING TO THE CUSTOMER OR MWOCC FOR BUILD. Credit card payments will incur a 5% convenience fee. Past due balances will be charged a 1.5% per month late charge. If you prefer to receive invoices via email, email your request to accounting@mwocc.com. If you wish to pay via ACH, email your request to accounting@mwocc.com. 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O O O O O O O O O O O O O O O O O O O O O \ eY \ a -I \ Vl Ill \ In \ l0 \ N \ N \ N \ N N \ V \ rl \ � \ h \ .i \ •••i .=1 .-1 \ .i \ •-1 \ O\1 \ Qt \ \ Q1 \ \ 01 \ \ 01 \ \ M \ 00 \ m \ \ N N N .-� .'� .'� ."� .'� •'� ."� N N ei N e-I e-I N N N N N N 00 m 00 00 m ` E "O :O 3 0] 3 (0 3 N 3 f0 3 A 3 = u y c 01 s 10 a u N 3 10 3 l0 3 3 . 3 . 3 IO 3 10 3 10 3 R 3 M 3 3 N 3 10 3 f0 3 u v r C C C C C C Q U V O V C C C Y C Y C y Y C 01 Y C 01 Y C y Y C y C 01 Y C G1 C 01 Y C y Y C y Y C c Y V U U y Y N N Y 0l OI Y 0l W Y O) y YI N y Y 0) 3 3 y 0) L 01 0l L N L y f0 L U` IO L U 0i L S 10 L 0) L f0 L (C t 16 L R L N L N ,C O U 0 U O U 0 u 0 U 0 u M _ _ _ = I 2 0 0 0 l.I CI V a U O V .L O u O V O V O V O V O U C1 0 0 0 0 U O V 2 2 2 { { { X. f 9 9 9 § 2 bo \ @ k k \ } 00 k ( e \ - - �\ /\\\ \ � /�/ 00 \\\c\� 0>ks} \ \\)o (\k ) /\/\ C3 O CD CD kkw ( CD / \ 10 f co { ) ) k \ ( \ ® \ \ \ E £ g - - - - a x \ \ ( § k ( \ { � \ � j E ; ® § ; 0 f E \ t { { \ / 2 0 0 0} o u o a u } § § a . 2 , - 0 - k \ ) } - ! Z \ § k J / / » - § ) 2 k k / \ ! k k - § v Mak \ R 0 M \ ƒ } � ) ) a- ) £ AL) ) m £ ) ) ) k 1 00 co 00 co \ \ \ \ \ \ u u u u in in § \ § § § ( k \ 201 07 01 00728 STEARNS BANK N.A. ST CLOUD PO BOX 7338 4191 ZND ST S ST. CLOUD, MN 56301 PHONE:800-320-7262 ADVANCED VOLUMETRIC ALLIANCE LLC 7535 RIVER RD NE LINE: 170997 OTSEGO MN 55330 AS OF: 06/13/22 PAGE 1 LOAN BILLING STATEMENT LETTER OF CREDIT LOAN 555 ------------------------- -----PAYMENT SPLIT----- TRANSACTION PRINCIPAL DATE DESCRIPTION PRINCIPAL INTEREST AMOUNT BALANCE 05/11/22 BALANCE LAST STATEMENT .00 06/13/22 BALANCE THIS STATEMENT .00 - - - - - - - - - - - - - - L 0 A N S U M M A R Y - - - - - - - - - - - - - - CREDIT LIMIT: 404,898.00 INTEREST ACCRUED FROM: 05/12/22 AVAILABLE CREDIT: 404,898.00 INTEREST ACCRUED THRU: 06/13/22 MATURITY DATE: 08/26/22 PRINCIPAL DUE: .00 INTEREST DUE: .00 INTEREST ACCRUED: .00 ESCROW DUE: .00 TOTAL PAYMENT DUE: .00 NEXT INTEREST DUE: COMMERCIAL REAL ESTATE CONSTRUCTION USDA LOAN 70019368 -----PAYMENT SPLIT----- TRANSACTION PRINCIPAL DATE DESCRIPTION PRINCIPAL INTEREST AMOUNT BALANCE 05/11/22 BALANCE LAST STATEMENT 15,342,009.19 05/26/Z2 Advance 75,771.15 15,417,780.34 O5/Z6/22 Regular Payment .00 75,771.15 75,771.15 06/13/22 BALANCE THIS STATEMENT 15,417,780.34 ---- - - - - -- I N T E R E S T C A L C U L A T I O N--- - - - - - - - FROM THRU INTEREST DAILY PERIODIC ACCRUED DATE DATE RATE RATE PRINCIPAL DAYS INTEREST 05/26/22 06/25/2Z 6.500000% .00018055 15,417,780.34 31 86,296.74 *** CONTINUED *** ZOl 07 Ol 00728 STEARNS BANK N.A. ST CLOUD PO BOX 7338 4191 ZND ST S ST. CLOUD, MN 56301 PHONE:800-320-7262 ADVANCED VOLUMETRIC ALLIANCE LLC 7535 RIVER RD NE LINE: 170997 OTSEGO MN 55330 AS OF: 06113122 PAGE 2 LOAN BILLING STATEMENT - - - - - - - - - - - - - - L 0 A N S U M M A R Y - - - - - - - - - - - - - - CREDIT LIMIT: 19,595,102-00 INTEREST ACCRUED FROM: 05/26/22 AVAILABLE CREDIT: 4,177,321-66 INTEREST ACCRUED THRU: 06/25/22 MATURITY DATE: 08/26/47 PRINCIPAL DUE: _00 - - - - ACTIVITY THIS PERIOD - - - - INTEREST DUE: 86,296.74 PRINCIPAL ADVANCES: 75,771.15 ESCROW DUE: -00 INTHRHST PAID: 75,771.15 TOTAL PAYMENT DUE: 86,296-74 PAYMENT DUE DATE: 06/26J22 INTEREST ACCRUED: 86,296.74 ADD ADDITIONAL LATH CHARGE OF 4,314-83 IF NO PAYMENT IS RECEIVED BY 07/06/22 INTEREST PAID 2022: 300,627-86 ------------- STATEMENT SUMMARY LOAN PRINCIPAL PRINCIPAL INTEREST ESCROW TOTAL NUMBER BALANCE DUE DUE DUE DUE 555 .00 .00 70019368 19,417,780-34 .00 ---------------------------- TOTAL 15,417,780-34 .00 PRINCIPAL BALANCE: PRINCIPAL ADVANCES: PRINCIPAL PAID: INTEREST PAID: -00 .00 .00 86,296-74 .00 86,296-74 --------------------------------- 86,296.74 .00 86,296-74 15,417,780.34 75,771-15 -00 75,771.15 201 07 01 00728 STEARNS BANE{ N.A. ST CLOUD PO BOX 7338 4191 ZND ST S ST. CLOUD, MN 56301 PHONE:800-320-7262 ADVANCED VOLUMETRIC ALLIANCE LLC 7535 RIVER RD N8 LIMB: 170997 OTSEGO MN 55330 AS OF: 06/13J2Z PAGE 3 LOAN BILLING STATEMENT -------------------- REMITTANCE SUMMARY LOAN PRINCIPAL PRINCIPAL INTEREST ESCROW TOTAL NUMBER BALANCE DUE DUE DUE DUE 555 .00 .00 .00 .00 .00 70019368 15,417,780.34 .00 86,296.74 .00 86,296.74 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -------------- TOTAL 15,417,780.34 .00 86,296.74 .00 86,296.74 xxxxxxxxxxxx****xxxxxxxxx TOTAL AMOUNT DUE BY 06/26/22: * 86,296.74 xxx*x*xx***xx*xxxxxx***xx P L E A S E R E T U R N T H I S P A G E W I T H Y 0 U R P A Y M E N T 111111111111111111 125035,6 UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS A. NAME A PHONE OF CONTACT AT FILER (aptiona)) John Gasele (218) 725-6849 B. E-MAIL CONTACT AT FILER (opDonal) jgasele@fryberger.com C. SEND ACKNOWLEDGMENT TO: (Name and Address) John R. Gasele Fryberger, Buchanan, Smith & Frederick, P.A. 302 West Superior Street, Suite 700 Duluth, MN 55802 L 7 Filing Number: 1250357600039 Date: 08/27/2021 Time: 5:00 PM STATE OF MINNESOTA Office: Office of the Minnesota Secretary of State LING OFFICE USE ONLY I. DEBTOR'S NAME: Provde only 2= Debtor name (1 a or 1b) (use exact, hull name; do not omit, modify, or abbreviate any part of the Debtors name); N any part of the Individual Debtors name will not fit in line 1b, leave all of Rem 1 blank, check hereend provide the Individual Debtor information to Rem 10 of the Financing Statement Addendum (Form UCC1Ad) 1a. ORGANIZATIONS NAME y Advanced Volumetric Alliance, LLC ORI 1b. INDIVIDUAL'S SURNAME I FIRST PERSONAL NAME ADDITIONAL NAME(S)IINITIAL(S) SUFFIX JI THE ABOVE SPACE IS Ft It MAILING ADDRESS CITY STATE ,POSTM CODE COUNTRY 7535 River Road I Otsego I MN 15533 1 USA 2, DEBTOR'S NAME: Provide only = Debtor name (2a or 2b) (use exact, full name; do net omit, modify, or abbreviate any part of the Debtors name); if any part of the Individual Debtor's name will not fil in tine 2b, leave all of item 2 blank. check here ❑ and provide the Individual Debtor information in Item 10 or the Financing Statement Addendum (Form UCCi Ad) 3. SECURED PARTY'S NAME (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY): Provide only2aa Secured Party name (3a or 3b) 3a. ORGANIZATIONS NAME Stearns Bank National AssociAon OR 3b INDIVIDUAVS SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)RNiTIAL(S) JSUFFIX 3c MAILING ADDRESS CITY STATE POSTALCI 4191 Second Street South St. Cloud I A'IN 156301 �4. COLLATERAL: This financing statement covers the following collateral: - See Exhibit A. USA 5. Check Olt if applicable and check =N one Wx: Collateral is held In a Trust twee UCC1Ad, Item 17 and Instructions) being admfrtistered by a Decedent's Personal Representative 6a. Check gppr N applicable and check galy, one box: 6b. Cheek g* if applicable and check 2* one box: Public -Finance Transaction 0 Manufactured -Home Transaction A Debtor Is a Transmitting Utility Agricultural Lien D Non-UCC Filing 7. ALTERNATIVE DESIGNATION (if applicable): La;s6eiLasaof Consignee/Consigner ElSellerlBuyer Bailee/BaRor Ej Licenses/Licensor S. OPTIONAL FILER REFERENCE DATA: 12793-1028 International Association of Commercial Administrators fIACA) FILING OFFICE COPY — UCC FINANCING STATEMENT (Form UCCI) (Rev. D4120/11) Filing Number: 1250357600039 EXHIBIT A TO UCC FINANCING STATEMENT As used in this Exhibit A, the "Collateral" is: All inventory, equipment, accounts (including but not limited to all health -care -insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter - of -credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as -extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property. Transfer Description: Effective Date: Transfer Type: Total Credit Amount: Total Debit Amount: Transaction Count: Created By: BensonOrlh 06123/2021 Payment - Vendor $155.832.99 $155,832.99 2 Brian McCaw on 06/22/2021 Reviewer Bank Admin Batch# Date SEC Name 1 06/23/2021 CCD BensonOrth Settlement Accounts: Account Number Account Type 1110152165 Checking Minnwest Bank Page 1 of 1 Recurring Frequency: Recurring End Date: Tax Identification Number: XXXXX5407 Company Name: Headwaters Devel Reference Number: 6c649e2b1b Pending Approvals: 0 Status: Processed Review Date and Time 06/22J2021 03:26:25 PM Identification Account Number Account Type Amount CRIDR RT Addenda Hold Reversal BensonOrth 4710958 Checking $155,832.99 CR 091913685 No No No Amount CR/DR HOLD $155,832.99 DR No 11J MINNWEST HANK Headwaters Development LLC Gibbon, MN 55335 7730 Laredo Drift. Unit 446 75-1584/919 Chanhassen. MN 55317 8/24/2021 fi PAY TO THE Welland Credit Agency, LLC $—101,788.36 ORDER OF One Hundred One Thousand Seven Hundred Eighty -Eight and 36/100"""''""'"""""""'""""'""""""""""""' DOLLARS Wetland Credit Agency, LLC 8 c/o Eric Trelstad 12940 Overlook Road Dayton, MN 55327 MEMO ,unK)RzFoWcwruae I 1nv#871 Final Payment -; _ � +ssarr+sx+ao� �I'007tii31I' �:09i9�5845�: �iL0i�52L651�' • g o m A . A 'Jd BE •fl � e y 'J � m• qnq � r '` • { 00262021 0 m _• $: R on m� a D0385104 am2 m m m N m c3 my O N $• m9 Wa �o � 3- fJ 3 4 n i 1 $q o m wm ow. f. b8i2021 01; �• �'' �� wm �^�' m01 m U� wm arc @a �� n•o m� g N� mo_�m wqq� n m m m ym v4m a m m� m a 1980006 U813 >091000022< { CDT 0006009400002 {�') Q _ z M �A m m x a cm . m m 0 W M n0 w 0 O 0 ch b > Ozz m ern 0 am - Z rr-- p0 a r b m r c mx_ (r} y Ny I'O r 2 z m Ark kbnftvmoKU.0 olm Saw -gMMCF pRY Ii f $ -+m4woo 1 gktF-* #iouwd Im P-wft ar-d Aft& ANodaft IM WmWA W 55416 mom AF CHECK ............. #1078 Date: 07121 Amount: $66,400.00 AIA Document A102 2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the in the year Friday, July 30th, 2021 BETWEEN the Owner: (Name, address and other information) Advanced Volumetric Alliance, LLC 7535 River Road NE Otsego, MN 55330 and the Contractor: (Name, address and other information) Benson-Orth Associates, Inc. 1000 Boone Ave. North Suite 100 Plymouth, MN 55447 for the following Project: (Name, location, and detailed description) Advanced Volumetric Modular Production Facility 10395 70th Street NE Albertville, MN 55330 The Architect: (Name, address and other information) Artekta Architects 26 Roberts St. N Fargo, ND 58102 The Owner and Contractor agree as follows. day of This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. This document is not intended for use in competitive bidding. AIA Document A201 T" zoo7, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Init. AIA Document A102TM — 2007 (formerly A111 m—1997). Copyright @ 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International 1 Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the lay- Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copvright(Maia.org TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 RELATIONSHIP OF THE PARTIES 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 5 CONTRACT SUM 6 CHANGES IN THE WORK 7 COSTS TO BE REIMBURSED 8 COSTS NOT TO BE REIMBURSED 9 DISCOUNTS, REBATES AND REFUNDS 10 SUBCONTRACTS AND OTHER AGREEMENTS 11 ACCOUNTING RECORDS 12 PAYMENTS 13 DISPUTE RESOLUTION 14 TERMINATION OR SUSPENSION 15 MISCELLANEOUS PROVISIONS 16 ENUMERATION OF CONTRACT DOCUMENTS 17 INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS T'he Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 RELATIONSHIP OF THE PARTIES The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. Init. AIA Document A102TM — 2007 (formerly A111rr—1997). Copyright® 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International 2 Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will ue prosecuted to the maximum • •-a--.- I.••• Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright(Maia.org ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 4.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement, if it differsfrom the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.) Friday, July 16th, 2021 or (5) days after signing contract If, prior to commencement of the Work, the Owner requires time to file mortgages and other security interests, the Owner's time requirement shall be as follows: § 4.2 The Contract Time shall be measured from the date of commencement. § 4.3 The Contractor shall achieve Substantial Completion of the entire Work not later than ( 214 ) work days from the date of commencement, ores-f4hrmsr- (iszren-mrm r-ofcul irrrays- rnrrtimtg-zrr&endrn'-date7mTft-mtdmilm vvv *rratedfwi**e -vf cemu�xrsc�ea�t.I,€appzepxicrte,-insazir�quizemeru&#exaarlier-,�l�star�ticrl�eurplatiew�'cersavn�oxiiax�so}'1he iizvrlc.}- See Attached Schedule Exhibit C — Project Schedule , subject to adjustments of this Contract Time as provided in the Contract Documents. ARTICLE 5 CONTRACT SUM § 5.1. The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee. § 5.1.1 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee) 2.5% overhead 3.5% profit § 5.1.2 The method of adjustment of the Contractor's Fee for changes in the Work: Cost plus 2.5% overhead and 3.5% profit § 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: init. AIA Document A102TM — 2007 (formerly All In, —1997). Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Arohitects. All rights reserved. WARNING: This AIAI Document is protected by U.S. Copyright Law and International 3 Treaties. Unauthorized reproduction or L .a AIA® Document or anv nortion of it. may result in severe civil and criminal Densities. and will be prosecuted to the maximum extent possible under the law. purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org § 5.1.4 Rental rates for Contractor -owned equipment shall not exceed percent ( %) of the standard rate paid at the place of the Project. § 5.1.5 Unit prices, if any: (Identify and state the unit price; state the quantity limitations, if any, to which the unit price will be applicable) Item Units and Limitations Price Per Unit § 5.2 GUARANTEED MAXIMUM PRICE § 5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed THE AMOUNT LISTED IN ARTICLE 5.2.2 , subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. (Insert specific provisions if the Contractor is to participate in any savings.) Project Contingency — Not Included § 5.2.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: Sixteen million- three hundred thousand dollars ($16,300,000.00) - Change Orders between owner and contractor to balance any overages § 5.2.3 Allowances included in the Guaranteed Maximum Price, if any: (Identify allowance and state exclusions, if arty, from the allowance price) Item Price § 5.2.4 Assumptions, if any, on which the Guaranteed Maximum Price is based: See Attached Exhibit A — Cost Breakdown § 5.2.5 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor has provided in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. Init. AIA Document A102TM — 2007 (formerly All 11 rr—1997). Copyright 0 1920,1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this P AO nn—rnan+ nr n nnrfinn na if — —df in Q—am CIVII and tlnminAl nonal}IAQ And will hp - prosecuted to the maximum extent possible under the lav Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyrightoaia.org ARTICLE 6 CHANGES IN THE WORK § 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201-2007, General Conditions of the Contract for Construction. § 6.2 In calculating adjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of MA Document A201-2007 and the term "costs" as used in Section 7.3.7 of AIA Document A201-2007 shall have the meanings assigned to them in AIA Document A201-2007 and shall not be modified by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above - referenced provisions of MA Document A201-2007 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Contractor's Fee as defined in Section 5.1.1 of this Agreement. § 6.4 If no specific provision is made in Article 5 for adjustment of the Contractor's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Article 5 will cause substantial inequity to the Owner or Contractor, the Contractor's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 7 COSTS TO BE REIMBURSED § 7.1 COST OF THE WORK § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7. § 7.1.2 Where any cost is subject to the Owner's prior approval, the Contractor shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing this Agreement. § 7.2 LABOR COSTS § 7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site workshops. § 7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site with the Owner's prior approval. (If it is intended that the wages or salaries of certain personnel stationed at the Contractor's principal or other offices shall be included in the Cost of the Work, identify in Article 15, the personnel to be included4 whether for all or only part of their time, and the rates at which their time will be charged to the Work.) § 7.2.3 Wages and salaries of the Contractor's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 7.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Contractor or paid to any Subcontractor or vendor, with the Owner's prior approval. § 7.3 SUBCONTRACT COSTS Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts. § 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION § 7.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. AIA Document A102TM — 2007 (formerly All m—1997). Copyright 0 1920,1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International 5 Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS § 7.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Contractor shall mean fair market value. § 7.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Contractor -owned item may not exceed the purchase price of any comparable item. Rates of Contractor -owned equipment and quantities of equipment shall be subject to the Owner's prior approval. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. §76USCOSTS § 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. § 7.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Contractor is liable. § 7.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Contractor is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-2007 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor's Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201-2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. § 7.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner's prior approval. § 7.6.7 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.8 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. Init. AIA Document Al 02TM — 2007 (formerly A111n•-1997). Copyright ©1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 19871997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International 6 Treaties. Unauthorized reproduction or distribution of this AIA® ^^^ ^ _ ^ ;__ ^F it. may result in severe civil and criminal penalties. and prosecuted to the maximum extent possible under the laN Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents. e-mall The American Institute of Architects' legal counsel, copvdaht(Maia.orn § 7.6.9 Subject to the Owner's prior approval, expenses incurred in accordance with the Contractor's standard written personnel policy for relocation and temporary living allowances of the Contractor's personnel required for the Work. § 7.6.10 That portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 73 OTHER COSTS AND EMERGENCIES § 7.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of AIA Document A201-2007. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties, Subcontractors, suppliers, or others. § 7.8 RELATED PARTY TRANSACTIONS § 7.8.1 For purposes of Section 7.8, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Contractor; any entity in which any stockholder in, or management employee of, the Contractor owns any interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business or affairs of the Contractor. The term "related party" includes any member of the immediate family of any person identified above. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Contractor shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Article 10. If the Owner fails to authorize the transaction, the Contractor shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Article 10. ARTICLE 8 COSTS NOT TO BE REIMBURSED § 8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office, except as specifically provided in Section 7.2. or as may be provided in Article 15; .2 Expenses of the Contractor's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Article 7; .4 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work; .5 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence or failure of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; .6 Any cost not specifically and expressly described in Article 7; and .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained. § 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. Init. AIA Document A102TM — 2007 (formerly A711 n,—1997). Copyright 01920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International 7 Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any Portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report coovdaht violations of AIA Contract Documents. e-mail The American Institute of Architects' legal counsel, coovdaht(Otaia.om ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS § 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or by other appropriate agreements with the Contractor. The Owner may designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the OWNER. The Owner shall then determine, with the advice of the Contractor ands ArchtICLT, which bids will be acceprea. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. § 10.2 When a specific bidder (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated'by the Owner. § 10.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost-plus a fee basis, the Contractor shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11, below. ARTICLE 11 ACCOUNTING RECORDS The Contractor shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 12 PAYMENTS § 12.1 PROGRESS PAYMENTS § 12.1.1 Based upon Applications for Payment submitted to the Owner by the Contractor and Certificates for Payment issued by the Owner , the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: If the owner is more than (45) days late a 2.5% late fee will be charged § 12.1.3 Provided that an Application for Payment is received by the Owner not later than the First ( 111 ) day of a month, the Owner shall make payment of the certified amount to the Contractor not later than The First ( 111 ) day of the Next ( ) month. If an Application for Payment is received by the Owner after the application date fixed above, payment shall be made by the Owner not later than Thirty ( 30 ) days after the Owner receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time) § 12.1.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Ownere&A#@Ki*9*to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment. § 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Contractor's Fee shall be shown as a single separate item. init. AIA Document A102TM — 2007 (formerly Al 11 n•—1997). Copyright 0 19®0, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International 8 Treaties. Unauthorized reproduction or distribution of this AIA® Doc- -- -^ --on of it may - --•'• �- --vare civil and criminal penalties. and will be prosecuted to the maximum extent possible under the lav Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the OWNER may require. This schedule, unless objected to by the OWNER :, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 12.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201-2007; .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Contractor's Fee, less retainage of Five percent ( 5% ). The Contractor's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; No Retainage on suppliers furnishing material only. -s4 Sit' st r-etainage ofper-sent €rem that POF69111 Of the •I'A .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation: and .7 Subtract amounts, if any, for which the Owner has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. § 12.1.8 The Owner and the Contractor shall agree upon a (1) mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 12.1.9 In taking action on the Contractor's Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 12.1.4 or other supporting data; that the Architect has made exhaustive or continuous on -site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. With the understanding that if the owner (or its financial institution) hires an independent party that they will supersede § 12.2 FINALPAYMEW § 121.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when 1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the OWNER § 12.2.2 The Owner's auditors will review and report in writing on the Contractor's final accounting within 30 days after delivery of the final accounting to the Owner by the Contractor. Based upon such Cost of the Work as the Owner's Init. AIA Document A102TM — 2007 (formerly A111m—1997). Copyright©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WA NG: This AIA® Document is protected by U.S. Copyright Law and International 9 Treaties. Unauthorized reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report comdaht violations of AIA Contract Documents, e-mail The American Institute of Architects' leael counsel. coDvrioht(Maia.oro auditors report to be substantiated by the Contractor's final accounting, and provided the other conditions of Section 12.2.1 have been met, the owner : will, within seven days after receipt of the written report of the Owner's auditors, either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of the MA Document A201-2007. The time periods stated in this Section 12.2.2 supersede those stated in Section 9.4.1 of the AIA Document A201-2007. The Architect is not responsible for verifying the accuracy of the Contractor's final accounting. § 12.2.3 If the Owner's auditors report the Cost of the Work as substantiated by the Contractor's final accounting to be less than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2007. A request for mediation shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Owner final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount certified in the Architect's final Certificate for Payment. 12,2.4 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Owner final Certificate for Payment, or as follows: § 12.2.5 If, subsequent to final payment and at the Owner's request, the Contractor incurs costs described in Article 7 and not excluded by Article 8 to correct defective or nonconforming Work, the Owner shall reimburse the Contractor such costs and the Contractor's Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Contractor has participated in savings as provided in Section 5.2, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Contractor. ARTICLE 13 DISPUTE RESOLUTION § 13.1 INITIAL DECISION MAKER Owner is to retain Heley, Duncan, & Melander PLLC as Initial Decision Maker (pursuant to Section 15.2 of MA Document A201-2007)- unless the parties appoint another individual not party to the agreement- to serve as Initial Decision Maker. § 13,2 BINDING DISPUTE RESOLUTION For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of MA Document A201- 2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.) X Arbitration pursuant to Section 15.4 of MA Document A201-2007 Litigation in a court of competent jurisdiction Other (Specify) AIA Document A102TM — 2007 (formerly All n•—1997). Copyright® 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by Init. The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International 10 Treaties. Unauthorized reproduction or distribution of this k'"® ^^^— —, ^ ;__ ^"• ' , .ems"'• i" tee. ^^^' '"A """""'1 "'"'I+ia '"'l `"n° ha prosecuted to the maximum extent possible under the la Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copydght@aia.org ARTICLE 14 TERMINATION OR SUSPENSION § 14.1 Subject to the provisions of Section 14.2 below, the Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-2007. § 14.2 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2007, the amount, if any, to be paid to the Contractor under Section 14.2.4 of AIA Document A201-2007 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; .2 Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner. § 14.3 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 14.2.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. § 14.4 The Work may be suspended by the Owner as provided in Article 14 of MA Document A201-2007; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of MA Document A201-2007, except that the term "profit" shall be understood to mean the Contractor's Fee as described in Sections 5.1.1 and Section 6.4 of this Agreement. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Where reference is made in this Agreement to a provision of AIA Document A201-2007 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 15.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) Refer to Article 12.1.2 for reference § 15.3 The Owners representative: (Name, address and other information) Robert F. Kelly Jr. 21898 County Road 79 Elk River, MN 55330 § 15.4 The Contractor's representative: (Name, address and other information) Matt Polansky Benson-Orth Associates, Inc. 1000 Boone Ave. North Suite 100 Plymouth, MN 55447 § 15.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days' written notice to the other party. Init. AIA Document A102TM — 2007 (formerly A111n-—1997). Copyright ©1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International 11 Treaties. Unauthorized reproduction or distribution of this AIA® Document -, gym, ^ !� ^r" mom.• & i^ moo. ^i,A1 and grim" ,ai nennitioa and will hp prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copvright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copvright(elaia.org § 15.6 Other provisions: Excluded from this agreement are: See Attached Exhibit D - Detailed Exclusions ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS § 16.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. § 16.1.1 The Agreement is this executed MA Document A102-2007, Standard Form of Agreement Between Owner and Contractor. § 16.1.2 The General Conditions are MA Document A201-2007, General Conditions of the Contract for Construction. § 16.1.3 The Supplementary and other Conditions of the Contract: Document Title Date Pages § 16.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Section Title Date Pages See Attached Exhibit B — Enumeration of Documents § 16.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Number Title Date See Attached Exhibit B — Enumeration of Documents § 16.1.6 The Addenda, if any: Number Date Pages See Attached Exhibit B — Enumeration of Documents Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 16. Init AIA Document A102TM —2007 (formerly All In, —1997). Copyright® 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International 12 Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe ci-^l .^A ^.^.w>. _^d ruin ha prosecuted to the maximum extent possible under the law. Purchasers are permitted to reproduce ten (10) copies of this documentwhen completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyrightgoaia.org § 16.1.7 Additional documents, if any, forming part of the Contract Documents: 1 AIA Document E201 Tm-2007, Digital Data Protocol Exhibit, if completed by the parties, or the following: .2 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AM Document A201- 2007 provides that bidding requirements such as advertisement or invitation to big Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) ARTICLE 17 INSURANCE AND BONDS This Agreement entered into as of the day and year first written above. 5 . Todd, # o7'u1.u, OWNER (Signature) CONTRACTOR (Signature) Brian Nicholson, Manager Todd Lutgen, President (Printed name and title) (Printed name and title) CAUTION: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures that changes will not be obscured. AIA Document A102TM — 2007 (formerly A1111 m—1997). Copyright 0 1920.1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 1997 and 2007 by Init. The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International 13 Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the IP Purchasers are permitted to reproduce ten (10) copies of this document when completed. To report copyright violations of AIA Contract Documents, e-mail The American Institute of Architects' legal counsel, copyright@aia.org GENERAL CONDITIONS EXHIBIT'A' Date: 7/22/21 CODE GENERAL CONDITIONS EXP/MONTH LAB'R MAIL SUBS TOTAL 01003 SURVEYOR LAYOUT 1 EA @ $30,000 $0 $0 $30,000 $30,000 01007 ARCHITECTS FEES $0 $0 $0 $0 01009 LEGAL FEES $0 $0 $0 $0 01021 PERMIT COST 1 EA = $0 $0 $87,207 $87,207 01023 PLAN CHECK FEE 1 EA = $0 $0 $56,685 $56,685 01024 STATE SURCHARGE 1 EA = $0 $0 $8,189 $8,189 01028 RIGHT-OF-WAY PERMIT 1 EA @ $5,000 $0 0 $5,000 $5,000 01029 CONTRACTORS LICENSE $0 $0 $0 $0 01030 SACMAC $0 $0 BY OWNER BY OWNER 01041 PROJECT MANAGER $0 $0 $0 $0 PM SOFTWARE (PLAN GRID) 1 EA @ $2,000 $0 $0 $2,000 $2,000 01042 SUPERINTENDENT 9 MO @ $11,500 $0 $0 $103,500 $103,500 01043 FIELD ENGINEER 9 MO @ $2,500 $0 $0 $22,500 $22,500 01044 GENERAL LABOR $0 $0 $0 $0 01050 TRAVEL $0 $0 $0 $0 01051 PARKING FEES $0 $0 $0 $0 01052 PHOTOS AND POSTAGE $0 $0 $0 $0 01053 EXTRA PLANS $0 $0 $0 $0 01071 JOB OFFICE 9 MO @ $2,250 $0 $0 $20,250 $20,250 01073 SANITATION 9 MO @ $650 $0 $0 $5,850 $5,850 01076 TELEPHONE 9 MO @ $250 $0 $0 $2,250 $2,250 01077 TEMP. ELECTRIC SERVICE 9 MO @ $1,500 $0 $0 $13,500 $13,500 01079 ELECTRIC POWER COSTS - SET-UP $0 $0 $0 $0 01080 TEMPORARY WATER SUPPLY 9 MO @ $1,500 $0 $0 $13,500 $13,500 01081 GAS COSTS 9 MO @ $250 $0 so $2,250 $2.250 01082 SECURITY SYS. -Camera System 1 EA @ $7,500 $0 $0 $7,500 $7.500 01083 SECURITY FENCE 1 EA @ $10,000 $0 $0 $10,000 $10,000 01085 SAFETY 1 EA @ $1,500 $0 $0 $1,500 $1,500 01088 PROJECT SIGNAGE 1 EA @ $750 $0 $0 $750 $750 01101 SMALL TOOLS $0 $0 $0 $0 01102 FORK LIFT $0 1 $0 $0 $0 01103 STREET SWEEPING 30 EA @ $300 $0 $0 $9,000 $9,000 ❑1110 HOISTING - Crane Mat $0 $0 $0 $0 01113 SCAFFOLD $0 $0 $0 $0 01117 BARRICADES $0 $0 $0 $0 01124 GEN. EQUIP. MAINT.&REPAIR $0 $0 $0 $0 01125 FUEL FOR EQUIPMENT $0 $0 $0 $0 01130 RENTED EQUIPMENT $0 $0 $0 $0 01140 HEATERS $0 $0 $0 $0 01151 CONST. TESTING/INSPECTIONS $0 $0 BY OWNER $0 01152 SOIL BORINGS $0 $0 BY OWNER $0 01154 SPECIAL INSPECTIONS $0 $0 BYOWNER $0 01171 WINTER CONDITIONS $0 $0 $0 $0 01201 DUMPSTERS 40 EA @ $550 $0 $0 $22,000 $22,000 01205 WEEKLY CLEAN UP 30 WKS @ $500 $0 $0 $15,000 $15,000 01210 FINAL CLEAN UP 1 EA @ $20,000 $0 $0 $20,000 $20,000 01221 BUILDERS RISK 1 EA = $0 $0 $15,377 $15,377 GENERAL LIABILITY 1 EA = $0 $0 $63 616 $63,616 PROFESSIONS LIABILITY 1 EA = $0 $0 $15,839 $15,839 01231 DEWATERING - Allowance 9 MO @ $500 $0 $0 $4,500 $4,500 01233 PUNCH LIST 1 EA @ $10,000 $0 $0 $10,000 $10,000 01261 TRUCKING $0 $0 $0 $0 CONTINGENCY $0 $0 $0 $0 HOLDING COSTS 1 $0 $0 $0 $0 TOTAL GENERAL CONDITIONS $0 $0 $567,763 $567,763 TOTALS FROM RECAP SHEET $0 $60,338 $14,749,258 $14,809,596 TOTAL JOB COST .$15,377,358 OVERHEAD & MARGIN 2.5% $384,434 PROFIT 3.5% $538,208 PROJECT TOTAL $16,300,000 FINISHED S.F. 184,610 COST P.S.F. $88.29 JOB: Advanced Volumetric Alliance Xxxxx Kadler Avenue JOB: Advanced Volumetric Alliance DATE: 7I22Q1 BIDRECAP EXHIBIT 'A' SEC. if TYPE OF WORK OUAN I UNIT LAB'R MAT'L SUBS TOTAL TOTAL 2200 2200 2230 230D 2600 2800 1 _u. _ _ _ IS ... 0. 0.0 EXCAVATING >a Fl a 9Mo_... !•,765P9n t+Y.e39 1374SLS ... D •: --- 1;.• - Et4 WEST PARM145 LOT -f ❑4� 14608E EARTHEN PERS 1541CC 1145,o UTILITIES PAVING Road & ht _ 7 ! 731963 952 C9.? ./15 0.0 0.0 487660.0 47460 4EX 13;+ Production Area _ _ 660DD0.0 60.1'00 G"0 f h_ lftdo -IL-0.0 a LANDSCAPING 00 1 L I __A 98.07I1 SUB SUB 0.0 ri '+.i'•A 1+i:.: tti 158,367 _. Wnil- bebfaeud endueecri OA _ _ _0 _31;•f 2.TilI Z3411 h- #2 - D"u 1w Road Cluuye� SUB om .1"w=❑ 1=[y7p a'-1e d 2860 FENCING & GATES I SUB 0.0 Cf• .'V5. arm Lw Delete Pews d Flea Y� f 3000 CONCRETE 1 0.0 0.0 +[;: &[:: .: :'.;•6-Ci."". 1.0994g1 s5+00" jDjbEqg.F ggga 1 3, D c.0 0 0 I Ca 0.0 0 9 LEM ISO a[tn a 40 -2: 1!: 3001 CONCRETE DRIVE 1 Su8 0.0 0.0 305D CONCRETE FLOOR BUFF& SEAL 1 SUB 0.0 D.D 12760.0 IZ760 1$800 3300 CURBIGUTTERISIDEWALK7APPROACHES i SLS 0-0 1 0.0 241866.0 241,866 241566 3400 PRECAST PANEL 1 SUB 0.0 0.0 1545000.0 1.'sS9.OP0 1.545 000 4000 V ONE ffApy I, I 1 SUB 0.0 0.0 1 27500.0 27 33480 5120 -YDI STEE! 1 ansn�:� 1 5US 0.0 ()a 1 zigmul Z392413 2 39ZIM � SL'a 0C. :"] 6 6 Ll0 S 80D i x+ 60 ❑ r444 : t 19 1 14m C!. Wr:Rewn 1 SL10 00 C. Oar k•R Oe41n Mr,evf 1 SUE Da 13CO ❑ Los R.V % i'llop lam 6100_u- - - 6101 LUMBER M»1ler~ 1 •O"•+T+ra4 1 Su8 QJD amfl 0.0 REMOVE 41enIwN P[a 1 51jo G u 0 0.0 4• 4 1 SUB OA .0 0-0 2SW 1 0.0 3. 4 �4 1 in [ 0.0 1 5 00 6200 FN&Mh&PWRY 1 Si R a s ❑ 0 6400 K .A S k+:wenw• 1 SUB ❑ 0.0 28740.0 A mg77616 7120 E A RI R 1 SUB 0.0 0.0 17860.0 17860 17 7400 METAL PANELS Office' 1 SUB 0.0 0.0 45000IO 4500C 1180001 7400 WRAP OH DOOR OPENINGS 1 SUB 0.0 -- 10000-0 1C 000 10.000 7531 7700 7920 ROOFING AND SHEETMETAL 1 SUB O.0 _ 0.1 985nro0 98500C 92G 558 Yirt YIB-beditil _ O-0 D EIFS 1 SUB 0.0 16000.0 16000 17555 SEALANTS 1 B9.0 23350.0 350 14945 8110 0.1- DOORS+FRAMESIHARDWARE 1 SUB 0.0 75541.0 75541 121393 8300 ROOF ACESS HATCHES 1 SUB 0.0 0.0 0 0 Labor 1 •`UB 0.0 0.0 25000.0 25 ODO I am Metedel 1 SUB 0.0 10000.0 10 000 0 8331 OVERHEAD DOORS 1 SUB 7 gko 204500 8370 AUTO-I]OOREOPERATORS 1 SUB 0.0 0.0 3610.0 3619 4200 8410 ALUM STORFRONTS 1 SUB 0.0 0.0 329000.0 329000 182792 8850 INTERIOR GLAZNG-Alowence 1 SUB 0.0 0.0 low.0 00C 10000 9253 DRYWALL ASSEMBLIES 1 SUB 0.0 0.0 338970.0 tM.1 ji- hMn /9-ShidlWeragige OfRDe 24" -1 SlA O.0 OA i .0 f 9400 AGOUSTK;AL ACT I 5'JF 0.0 11-1 622DO.0 c:_•nl Rem i9 r&A1i• SY - pfi43A- 1 BUB Clio 'c c "mo SSA 9500 9600 FRP FLOORINGSU3 1 :mod' 0.0 e ❑ 0.0 ' Far ria.875 0.0 0.0 123593.0 ":_] lam i9-. -. Wereheuee- 24" 1 SLID .OA 104 -WZL -4 4150 9900 PAINTING I WALLCOVERING aA Office& Warehouse^Shel^ S<A) 0.0 0.0 W650.0 83.650 !21.700 Warehouse Caig 1 SUB 0.0 0.0 2220 - bon - WarehcuseWeis 1 SUB 0.0 1 0.0 pplion 7c?cn Own 9930 CONCRETE STAIN- RIORA F .., a: Ix D I 00 0 9931 PAf1151 PIPES XII RIOR PANEL 1 DO ! 331 0 10200 OPERABLE PARTRIONL 1 5A.T 0.0 0.0 17400.0 l74{Kf 20.6-fi 1 D400 j 1 5 D.0 Perkl:r Lcl 1 5.lB 0.0 0.0 3000.0 arrao 3.=a Sever 1 SUD 00 9.0 3 00 ].000 0fd0 10440 KNOX BOX 1 • 'T .0 7!0 350 S!❑ 10505 IOCKE MehKa AWea-.a 1 20000.0 ^] of.•,' ,s+: 10800 T FRT1T10!�• -h.i 124'8 10610 f OiET AOGE5Cs3iE5 1 fA41 C ❑ +ESs.TJ ❑ 0 + esa : 447. 13195 FIRE EXTINGUISHERS 1 MAT 0.0 2459A 0.0 2459 260D 13196 FIRE SPRINKLER Su8 c 0.0 2OW0.0 289500 357,Q7 Wee11-Add FR- -Bowl H _I 0 " 100 infl2 -Atl0. ! Q. i 15000 PLUMBING 1 GUB 0.0 0.0 625825.0 [:5825 667 15800 HVAC 1 SUB 0.0 RHJ500 •: 1 2C35a+] ` 03:.. 1: Rem 413 - Deduct for Center RTU s SUB 0.0 -r, fgx[ F -i"= it=816- Credit for CIHVAC 1 SUB 2WQ(!a •Ag080 .>WA00 16000 ELECTRICAL 1 General Costs 1 SUB 0.0 0.0 993740.0 A.. l4-Deduct BUSS 1 9118 6f1 A tI Inu 10,eOtl of Low V e Alowenea 1 SUB 0.0 0.0 25000.0 25 000 ~ 38.645 25 0D0 38!'.15 Fire AW, 1 SUB 0.0 0.0 545.0 1Sf394i ill Wu.il:r/Aitl,el"L 4r5,Otlaflu i14,61M,586 SUMDOWN $15,599210 $14,809,596 E%IHBIT B- ENUMERATION OF DOCUMENTS July31st, 2021 Advanced Volumetric Alliance - Albertville, MN Civil Drawings- Landforsn Sheet Oete Sheet Date CO.1 7/1/2021 C5.3 7/1/2021 CIA 7/1/2021 C6.1 7/1/2021 C1.2 7/1/2021 C6.2 7/1/2021 C1.3 7/1/2021 C6.3 7/1/2021 C2.1 7/1/2021 C6.4 7/1/2021 C2.2 7/1/2022 C5.5 7/1/2021 C2.3 7/1/2021 C6.6 7/1/2021 C3.1 7/1/2021 06.7 7/1/2021 C3.2 7/1/2021 C6.8 7/1/2D21 C3.3 7/1/2021 C6.9 7/1/2021 C3.3A 7/1/2021 C7.1 7/1/2021 C3.3B 7/1/2021 C7.2 7/1/2021 C3.3C 7/1/2021 C7.3 7/1/2021 C3.5 7/1/2021 L2.1 7/2/2021 C4.1 7/1/2021 L2.2 7/1/2021 C4.2 7/1/2021 L2.3 7/1/2021 C4.3 7/1/2021 L4.1 7/1/2021 C5.1 7/1/2021 L4.2 7/1/2021 C5.2 7/1/2021 L7.1 7/1/2021 Structural Drawings - Arteka Architects & Liberty Engineering Sheet It, Sheet Date 5001 7/1/2021 5201.E 7/1/2021 5002 7/1/2021 5202 7/1/2021 5100 7/1/2021 5203 7/1/2021 $103A 7/2/2021 5204 7/1/2021 5101.B 7/1/2021 5301 7/1/2021 SIOS.0 7/1/2021 5302 7/1/2021 S1O1.D 7/1/2021 5401 7/1/2021 5101.E 7/1/2021 5402 7/1/2021 5200 7/1/2021 5403 7/1/2021 5201.A 7/1/2021 5404 7/1/2021 5201.8 7/1/2021 5405 7/1/2021 5201.0 7/1/2021 5201.D 7/1/2021 Architectural Dmwings - Ariake Architects Sheet Date Sheet Date GOO1 7/1/2021 A302 7/1/2021 GOD2 7/1/2021 A401 7/1/2021 A001 7/1/2021 A501 7/1/2021 A100 7/1/2021 A502 7/1/2021 A1O1.A 7/1/2021 A503 7/1/2021 AIO1.B 7/1/2021 A504 7/1/2021 A101.0 7/1/2021 A505 7/2/2021 A101.D 7/1/2021 A601 7/1/2021 A101.E 7/1/2021 A701 7/1/2021 A302 7/1/2021 A702 7/1/2021 A201 7/1/2021 ASD1 7/1/2021 A202 7/1/2021 A802 7/1/2D21 A301 7/1/2021 Plumbing Drawings - Arteka Architects Sheet Date Sheet Date PDO1 7/1/2021 P101.D 7/1/2021 P100 7/1/2021 PSO1.E 7/1/2021 P101.A 7/1/2021 P102 7/112021 1`101.13 7/1/2021 P103 7/112021 P101.0 7/1/2021 P400 7/1/2021 Mechanical Drawings -Arteke Architects &JPK Engineering Sheet Date Sheet Date M001 7/1/2021 M10O.E 7/1/2021 M100.A 7/1/2021 M101 7/1/2021 M100.8 7/1/2021 M102 7/1/2021 M100.0 7/1/2021 M400 7/1/2021 M1OO.D 7/1/2021 M401 7/1/2021 Electrical Drawings - Arteka Architects Sheet are Sheet Date E100 7/1/2021 E201 7/1/2021 E301 7/1/2021 E300 7/1/2021 E200 7/1/2021 E301 7/1/2021 E201 7/1/2021 E302 7/1/2021 Interior Design Drawings -Ariake Architects w/ Comments from Headwaters sheet Date Sheet Date ID101 6/13/2021 ID110 6/19/2021 ID102 6/18/2021 A801 6/18/2021 ID103 6/18/2021 Specification - Arteko Architects Sheet Date Sheet Date VARIOUS 5/19/2021 Soil Borings-AET Sheet Date Sheet Date VARIOUS 12/18/2020 EXHIBIT C abs. ,M ur4VA, r64Hn rriASA, a�naAsN w�.mw. aaumdureu ,aww, ,p rWs/u/ii T�.V+rN �{�� swisr�uw�aa.sswsia sp' :inijryas w�V4a, IL'�•�_�_ f R nr.w �nwww `swascsrsr ssrsrsrw m r4 mM ur45Aa snNM r r dtsn mep sirLWu nssBN urV w4VAs *�V4ss . � wuMrw. maw: vr+vum +riNN • . -vp. wavwv .r o w,ws,rrp vMwa,AW 1r NSNs rwwvAe mM wi4Wsa ?�eYsN rc mM xss sA4V Tr3u'm soM w,SAAs-'!rs'a,N 'srr� sbon�u[rp ,oM M'ss Vs4n CNN a,Fs isM Ms:SMsl bps rrMSN ry svussmnis arsA4u rr44m isM nesWAs srnsKAs s n n.nu aM i,ci/nAs ru44as .-. ms+s w 1 sesyi tues/Ni siei4ys, rr.. ssm esws.rrnsamss suss rsiyyys nrsAM, Yru4rrYasasalr s4ss irs/iN, wn4Mi s8w M wnSAtils umsn>smuwe sM *+�,Ai sunipA, �� raven I -sW irNN rrfAN mM xireyyu rrsgTjl � Ir�MW ass rma4'Ns w<a44+a iss lrb,rs4r iwMsrsWs, ssisNN �1rclreeryq hoes. sM "xseNNs •r45As - SrsP .mCw Y.ess.9A, TrNSN, wsswe 3M 1/A Tw MlVls mM umslN,s SnsAaN vMrysupr ssM sSi,esASN ?�mNN IswsrYWs EXHIBIT D Excluded Provisions Contractor excludes (per Article #15.6) the following items o Testing (including but not limited to) ■ Geotechnical (soils) ■ Special Inspections o Design o SAC/WAC o Foundation waterproofing o Subgrade insulation at typical Prod uction/Warehouse foundation assemblies o The driveway at the SW corner and Class-5/pavement at the west staging lot- figured to set curb, grade and seed only- figured for modifications during the next facility enlargement o No work for the north portion of Karmen Avenue and all work at Kadler Avenue o Geotextile at roads, parking lots, landscaping or any areas needing earthwork o Pond liner o Vapor barrier under floor slab 0 2-layer of flashing under roof cap at parapet o Monument/Entrance Signage and Building Signage o Roof -top RTU screens o Generator o Relief hood system at roof for smoke venting o Owner Office Equipment (Examples) ■ Furniture ■ Equipment (copiers/fax machines, computers, etc.) ■ Appliances ■ Vending machines ■ Peripherals (monitors, white -boards, etc.) o Warehouse/Production Equipment (Examples) ■ Cranes • Dust collectors ■ Saws ■ Catwalks/Ladders/Man-lifts ■ Racking ■ Equipment platforms & pads ■ AeroGo system ■ Airlines, compressors, tools, etc. ■ Lifts/forklifts/pallet jackets/chargers ■ Cardboard bailer & garbage equipment ■ Specialty sprinkler or fire arresting systems o Decorative fixtures- such as wood paneling at Vestibule o Decorative lighting (pendants, chandeliers, etc.) o Security systems or low -voltage accessories- Benson-Orth figures a general allowance to pull wire through walls only as needed in Office o Winter Conditions — Change Order as needed BJN THL Advanced Volumetric INITIALS: BENSON-ORTH INITIALS: ciYrix I RightSignature SIGNATURE CERTIFICATE TRANSACTION DETAILS Reference Number 36DD5BAE-1 FEO-42AO-AF56-CO6DA965CBF6 Transaction Type Signature Request Sent At 07/30/2021 15:12 EDT Executed At 08/02/2021 08:43 EDT Identity Method email Distribution Method email Signed Checksum 29135ec410b9ade35c2a2bccc5b6621c221805818f6a542cd7d9498d1505ccb4 Signer Sequencing Disabled Document Passcode Disabled SIGNERS REFERENCE NUMBER + 36DD5BAE-1FE0-42A0-AF56-006DA965CBF6 DOCUMENT DETAILS Document Name Ava - Benson-Orth - Ala A102 07 30 21 Filename ava_ benson-orth_ aia a102 07 30 21.pdf Pages 18 pages Content Type application/pdf File Size 1.13 MB Original Checksum 353810f247365a9ea192e7ea0abde8544a6fbOb67dce227779bc06e76b39c837 SIGNER E-SIGNATURE Name Status Todd Lutgen signed Email Multi -factor Digital Fingerprint Checksum toddi@benson-orth.com 5697da18718bb67cdOd44f1e404e2f8b5b3735ea61de7d8793e6d79ac5ac88c Components IP Address 2 64.90.75.2 Device Frefox via Windows Typed Signature Todd. # xtt�. Name Brian Nicholson Email bnicholson@headwatersdevelopment.com Components 2 Signature Reference ID 861OF075 Status signed Multi -factor Digital Fingerprint Checksum 397631c692ec11344aObadd4f6786460572b09ba6b9f3ef679793ae246666bf8 IP Address 174.248.219.133 Device Mobile Safari via 10S Drawn Signature Signature Reference ID 8FE06F76 Signature Biometric Count 128 EVENTS Viewed At 08/02/2021 08:41 EDT Identity Authenticated At 08/02/2021 08:43 EDT Signed At 08/02/2021 08:43 EDT Viewed At 08/02/2021 08:04 EDT Identity Authenticated At 08/02/2021 08:07 EDT Signed At 08/02/2021 08:07 EDT AUDITS TIMESTAMP AUDIT 07/30/2021 15:12 EDT Erin Carlson (eaconsulting425@gmail.com) created document 'ava_- benson-orth_- _aia_a102_07_30_21.pdf on Chrome via Windows from 75.72.167.233. 07/30/2021 15:12 EDT Brian Nicholson (bnicholson@headwatersdevelopment.com) was emailed a link to sign. 07/30/2021 15:12 EDT Todd Lutgen (toddl@benson-orth.com) was emailed a link to sign. 07/30/2021 16:23 EDT Todd Lutgen (toddl@benson-orth.com) viewed the document on Chrome via Windows from 75.146.157.89. 08/02/2021 08:03 EDT Brian Nicholson (bnicholson@headwatersdevelopment.com) was emailed a reminder. 08/02/2021 08:03 EDT Todd Lutgen (toddl@benson-orth.com) was emailed a reminder. 08/02/2021 08:04 EDT Brian Nicholson (bnicholson@headwatersdevelopment.com) viewed the document on Mobile Safari via 10S from 174.248.219.133. 08/02/2021 08:07 EDT Brian Nicholson (bnicholson@headwatersdevelopment.com) authenticated via email on Mobile Safari via 10S from 174.248.219.133. 08/02/2021 08:07 EDT Brian Nicholson (bnicholson@headwatersdevelopment.com) signed the document on Mobile Safari via 10S from 174.248.219.133. 08/02/2021 08:41 EDT Todd Lutgen (toddl@benson-orth.com) viewed the document on Firefox via Windows from 64.90.75.2. 08/02/2021 08:43 EDT Todd Lutgen (toddl@benson-orth.com) authenticated via email on Firefox via Windows from 64.90.75.2. 08/02/2021 08:43 EDT Todd Lutgen (toddl@benson-orth.com) signed the document on Firefox via Windows from 64.90.75.2. CBRE VALUATION & ADVISORY SERVICES APPRAISAL REPORT PROPOSED ADVANCED VOLUMETRIC ALLIANCE 70TH STREET AND KADLER AVENUE NE ALBERTVILLE, MINNESOTA 55301 CBRE GROUP, INC. FILE NO. 21 -1 64MW-1 734-1 STEARNS BANK, N.A. USDA CBRE VALUATION & ADVISORY SERVICES 1L• 7� 1900 LaSalle Plaza, 800 LaSalle Avenue Minneapolis, MN 55402 T 612-336-4315 F 952-831-8023 www.cbre.com May 12, 2021 Mr. Daniel Schumann STEARNS BANK, N.A. 4191 2nd Street South St. Cloud, Minnesota 56301 USDA RE: Appraisal of: Proposed Advanced Volumetric Alliance 70th Street and Kadler Avenue NE Albertville, Wright County, Minnesota 55301 CBRE, Inc. File No. 21-164MW-1734-1 Dear Mr. Shumann: At your request and authorization, CBRE, Inc. has prepared an appraisal of the market value of the referenced property. Our analysis is presented in the following Appraisal Report. The subject is a proposed +/- 178,850 -square foot industrial development located at 70th Street and Kadler Avenue NE in Albertville, Minnesota. The development is planned for construction completion in 2022 and will be situated on a 24.00 -acre site. The reader is advised the site is presently 64.39 acres but near -term re -platting is expected and the revised site size is an extraordinary assumption listed in this report. The subject site is entitled for industrial development and has access along its western side yet the development plan calls for utilities to be extended from the north and an access road to be improved along the east. These costs are expected to be in the vicinity of $1,309,386 according to the developer representatives, of which $620,000 is applicable towards the subject given larger site development. In order to arrive at the 'as is' valuation, the appraiser has deducted this amount from the concluded 'development ready' land conclusion. The clear height of the improvements is 44' feet and the office finish will be +/-12%. The property will be owner -occupied. Based on the analysis contained in the following report, the market value of the subject is concluded as follows: Mr. Daniel Schumann May 12, 2021 Page 2 MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised Date of Value Value Conclusion As Is Fee Simple Estate March 19, 2021 $5,650,000 As Complete Fee Simple Estate March 19, 2022 $22,860,000 As Stabilized Fee Simple Estate March 19, 2022 $22,860,000 Compiled by CBRE The report, in its entirety, including all assumptions and limiting conditions, is an integral part of, and inseparable from, this letter. In addition to the real estate values concluded, the following furniture, fixtures and equipment, or FF&E, are planned as part of the development. The FF&E is based upon anticipated developer costs. The total FF&E is illustrated outside of the real estate (ie EXCLUDED from above totals). The amount is shown below: FF&E VALUE ESTIMATE Cost New Plant Equipment (Owner Budget) Cost New FF&E (Owner Budget) Cost New of FF&E Effective Age MVS Expected Life Remaining Economic Life Less: Incurable Physical Deterioration 0 Years 10 Years 10.0 Years $3,700,000 250,000 $3,950,000 0.0% Contributory Value of FF&E $3,950,000 Compiled by CBRE As of the date of value and the date of this report, the nation, region, and market area are impacted by the COVID- 7 9 pandemic. This could have a prolonged effect on macroeconomic conditions, though at this time the length of duration is unknown. The perceived impact on real estate varies on several factors including asset class, use, tenancy, and location. Our analysis considers available information as of the effective date. The following appraisal sets forth the most pertinent data gathered, the techniques employed, and the reasoning leading to the opinion of value. The analyses, opinions and conclusions were developed based on, and this report has been prepared in conformance with, the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), and the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. It also conforms to Title XI Regulations and the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) updated in 1994 and further updated by the Interagency Appraisal and Evaluation Guidelines promulgated in 2010. The intended use and user of our report are specifically identified in our report as agreed upon in our contract for services and/or reliance language found in the report. As a condition to being granted the status of an intended user, any intended user who has not entered into a written agreement with CBRE in connection with its use of our report agrees to be bound by the terms and conditions of the agreement between CBRE and the client who ordered the report. No other use or user of the report is permitted by any other party for any other purpose. Dissemination of CBRE 11111111111111111111 12503576 Filing Number: 1250357600039 UCC FINANCING STATEMENT Date: 5:00 2021 Time: :00 PM FOLLOW INSTRUCTIONS STATE OF MINNESOTA A. NAME & PHONE OF CONTACT AT FILER (optional) Office: Office of the Minnesota John Gasele (218) 725-6849 Secretary of State B. E-MAIL CONTACTAT FILER (optional) jgasele@fryberger.com C. SEND ACKNOWLEDGMENT TO: (Name and Address) John R. Gasele Fryberger, Buchanan, Smith & Frederick, P.A. 302 West Superior Street, Suite 700 LDuluth, MN 55802 THE ABOVE SPADE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S NAME: Provide only = Debtor name (is or fb) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtors name); If any part of the individual Debtors name will not fit In line 1b, leave all of Item I blank, cheek here ❑ and provide the Individual Debtor information in Hem 10 of the Financing Statement Addendum (Form UCC1Ad) 1 a. ORGANIZATIONS NAME Advanced' Volumetric Alliance, LLC _ OR Ib.INDIMDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)ANITIAL(S) SUFFIX Ic. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 7535 River Road Otsego MN 155330 USA 2. DEBTOR'S NAME: Provide only = Debtor name (2a or 2b) (use exact, full name; do not omit, modify, or abbreviate any pan of the Debtors name); if any part of the Individual Debtor's name will not fit in line 2b, leave all of item 2 blank, check here ❑ and provide the Individual Debtor Wormation in dam 10 of the Financing Statement Addendum (Form UCC1Ad) 2a. OR�ON'S NAME OR 2b. INDIVIDUALS SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)ANITIAL(S) SUFFIX 2c. MAILING ADDRESS CITY STATE 1POSTALCODE COUNTRY 3. SECURED PART rS NAME (Or NAME WASSIGMEE of ASSIGNOR SECURED PARTY): Provide only 3a. ORGANIZATION'S NAME Stearns Bank National Association OR 3b.INDIVIDUAL'SSURNAME FIRST PERSONAL NAME 3c. MAILING ADDRESS CITY 4191 Second Street South St. Cloud 4. COLLATERAL: This financing statement covers the following collateral - See Exhibit A. Secured Party name (3a or3b) SUFFIX STATE POSTALCODE COUNTR' MN 56301 USA 5. Check gall it applicable and check gpptone box: Collateral Is I . held in a Trust (see UCC1Ad. Item 17 and Instructions) Lj bong administered by a Decedanrs Personal Pepresamative 68. Check g* 0 applicable and check gays one box: orb. Check g= H applicable and check gall one oox: Public -Finance Transaction Lj Manufactured -Home Transaction A Debtor is a Transmitting Utility Agricultural Lien Ej Non -UGC Fling 7. ALTERNATIVE DESIGNATION (if applicable): 0 Lesssellessor Consignewconsignor Seller/Buyer Baileeleallor LicenseeJLicansor 6. OPTIONAL FILER REFERENCE DATA: 12793-1028 Intemational Association of Commercial Administrators ((ACA) FILING OFFICE COPY — UCC FINANCING STATEMENT (Form UCC1) (Rev. 04/20111) Filing Number: 1250357600039 EXHIBIT A TO UCC FINANCING STATEMENT As used in this Exhibit A, the "Collateral" is: All inventory, equipment, accounts (including but not limited to all health -care -insurance receivables), chattel paper, instruments (including but not limited to all promissory notes), letter - of -credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as -extracted collateral; all fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property; all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property; and all products and proceeds (including but not. limited to all insurance payments) of or relating to the foregoing property. n o 3 w M m n v J w N n o S w N n o 5 w N n o S w N n o J w N n v S w n v S w n o S w F n v J w m n o J w M n n o J w m n x n v S w N n n v J w C) n o S w N n o w n o S w (D n v S w N n v J w N F n o S w N n n v N w flr n o l0 w 4_ n o (D w D. n v fD D_ n v N w ? n o J w n x N n �c N n JC C) O n Jr C) 7 F tD 3 x fD O n >r fD 3 n .T C) O n F N 3 n )C ID 3 x fD 3 N > N > J� fC 7 JC fD O .+ !D 3 fD J x• N 3 JC N 3 JC' N > rr fD O lD rt 0 .+ nl O rye N N Jc N J 3 E E F f S '< £ m `K f F f R wn '< w `e m F w On £ w m 2 d w CL w Q w Q w CL w o. w n w n w CL w a w n w a w o_ w n w n w m w o. a w CL w o_ w CL n w °- c w 0- CL 0- a o_ n �- 0. 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D n > > 7 D m 7 m W o O_ n W O Q. n W o O. n W O C D n w O O..� n -• D n D n w o 4 w o Q v •o n w O G. n w O Q n w o Q a0 3 T O 3 d S a0 00 QD n 3 00 'm 00 3 O O 7 3 3 O rt M 3 O J r0a d? .. m m m a m m m m m m m v ]. v m m '° a m m d a< m 3 a �• w 'm w a0 00 m -a m mm m �. as as ao m W as m m �' m- m m '" m m m '" m> a > a v a 0 v 0 a 0 a 0 a 0 v 0 a 0 v 0 H a 0 H o h n n o ti 0 H 0 H N N h H H 3 C 3 C d a d 7 0. d 7 n d J n d > a d o _ d n n d o. d c d d d D ✓+ D D D D D D D D D D an O �^ O w O w O D �+ O n D D O N O D D w O N O w O Qo O P R0 m 20 m 20 m 0 T 0 20 m Q0 m jb m Q0 m 9- m Q0 m W S s x Q0 s Rp Qo x :Y' jt0 m QO m n 0 n 0 n 0 n 0 n 0 n 0 n 0 n 0 0 o n 0 n 0 n 0 n 0 N F+ A W N r O1 N A Ot W Ot r V A Ol r W r W N r r A A W W r r A Vi r r O r O W Ot VI A O I� N O 01 O O M N lA M O O N m N W t0 00 r O Ol In N O O 00 N W t0 V r r VI 00 tD O N O O N O O 01 00 00 r O Ol O Ol N In al V O m N w to In to V, N Ot O O 00 N O O O to O O O O O O O O In O O O O O O O O O O A w O 10 10 O O O O O N Ix CD O OW0OAOOOOOOOO O F' = m T D n n n m m m < D n D n < m y D < D < D < m o 01 rx m m D 0° °' = = = ss as as w w ao 0o a w •� J J se 0 D D D u, D 3 G m m O m J m O N O D D 7 m > m > m J m Ol V m m N N CD j 2 a < O Q C m < ip m m ID a0 W ao A 1 i m m n C C r i� fU N 0. ` -• O m N p O m a m a S oa S w C d > m > m 7 m �"� N o N o > ao > ac -. > m -. > m D p ao O V] G 3 < r N m m 3 n O 0 n = j N r N r N n O n O o o �„ m o Q0 In ,,, N v ;, ' CO• w j 0, 3 O 00 00 a0 N F+ O 3 J 7 Z 7 m m A C 0 o 0 < w 3 C ry C C a m O aV 0➢ j 3 < < e v m v v n• D < N 0 N m 0 - W d d 7 n m O N O r T O N O N O N N O F+ N O N O N O N O N O F+ O r O I-+ r O W r r 0 W r 0 r CD r r O r A 0 r 00 0 O O O O O O O I-+ O 0 O 0 O O O O O In O w N W V d> In N A W N r O w 00 V IV 01 IV lR A w N r O w 00 V Ol In D A W N r !fl r D D DG DG D< oo DG opo <b D<D D< D< D< N D< D< D< DC D< D< oo DG D< DG DG DG D< o D D D D D D o < < < < < < < < < < < < < < < < < G < 0' < w C it 0' < `c < a G n n n n d d a a n n n F1 n n n n n < < < G < 3 0 o m m 0 a 3 a S m z z T > n > n > a x A q z z z z o z •� oy, 'r. K F 0 a G a w w• D y d O o o y^ < < D D D D n D �+ ?+ -{ 0 0 W W N O O m O N N N 3 3 3 N > > N N N N o D O N O P N r Ll 3 0lA WONVw J <On O 00OGCl l0 00 Ol OLi, O Oo V N nNd t0No Ln a w W Q m m w o 00 0OOA O o O W w D NO l0 INV Or�+ A OO O00 wwo Oo A 0 to G> w O 0 O O CD O O O O O O 0 CDO O A O O O O 0 O O N FN+ O 0 O 201 07 01 00728 STEARNS BANK N.A. ST CLOUD PO BOX 7338 4191 219D ST S ST. CLOUD, MN 56301 PHONE:800-320-7262 ADVANCED VOLUMETRIC ALLIANCE LLC 7535 RIVER RD HE LINE: 170997 OTSEGO MN 55330 AS OF: 06113122 PAGE 2 LOAN BILLING STATEMENT - - - - - - - - - - - - - - L 0 A N S U M M A R Y - - - - - - - - - - - - - - CREDIT LIMIT: 19,999,102.00 INTEREST ACCRUED FROM: 05/26/22 AVAILABLE CREDIT: 4,177,321.66 INTEREST ACCRUED THRU: 06/25/22 MATURITY DATE: 08/26/47 PRINCIPAL DUE: .00 - - - - ACTIVITY THIS PERIOD - - - - INTEREST DUE: 86,296.74 PRINCIPAL ADVANCES: 75,771.15 ESCROW DUE: .00 INTEREST PAID: 75,771.15 TOTAL PAYMENT DUE: 86,296.74 PAYMENT DUE DATE: 06126122 INTEREST ACCRUED: 86,296.74 ADD ADDITIONAL LATE CHARGE OF 4,314.83 IF NO PAYMENT IS RECEIVED BY 07/06/22 INTEREST PAID 2022: 300,627.86 STATEMENT SUMMARY LOAN PRINCIPAL PRINCIPAL INTEREST ESCROW TOTAL NUMBER BALANCE DUE DUE DUE DUE 555 .00 .00 .00 .00 .00 70019368 15,417,780.34 .00 86,296.74 ---------- .00 -------------- 86,296.74 TOTAL ---------------------------- 15,417,780.34 .00 ------------ 86,296.74 .00 86,296.74 PRINCIPAL BALANCE: 15,417,780.34 PRINCIPAL ADVANCES: 75,771.15 PRINCIPAL PAID: .00 INTEREST PAID: 75,771.15 201 07 01 00728 STEARNS BANK N.A. ST CLOUD PO BOX 7338 4191 2ND ST S ST. CLOUD, MN 56301 PHONE:800-320-7262 ADVANCED VOLUMETRIC ALLIANCE LLC 7535 RIVER RD NE LINE: 170997 OTSEGO MN 55330 AS OF: 06/13/22 PAGE 1 LOAN BILLING STATEMENT LETTER OF CREDIT LOAN 555 -----PAYMENT SPLIT----- TRANSACTION PRINCIPAL DATE DESCRIPTION PRINCIPAL INTEREST AMOUNT BALANCE OS111122 BALANCE LAST STATEMENT .00 06/13/22 BALANCE THIS STATEMENT .00 - - - - - - - - - - - - - - L 0 A N S U M M A R Y - - - - - - - - - - - - - - CREDIT LIMIT: 404,898.00 INTEREST ACCRUED FROM: 05/12/22 AVAILABLE CREDIT: 404,898.00 INTEREST ACCRUED THRU: 06/13/22 MATURITY DATE: 08/26/22 PRINCIPAL DUE: .00 INTEREST DUE: -00 INTEREST ACCRUED: .00 ESCROW DUE: .00 TOTAL PAYMENT DUE: -00 NEXT INTEREST DUE: COMMERCIAL REAL ESTATE CONSTRUCTION USDA LOAN 70019368 ------------- -----PAYMENT SPLIT----- TRANSACTION PRINCIPAL DATE DESCRIPTION PRINCIPAL INTEREST AMOUNT BALANCE 05/11/22 BALANCE LAST STATEMENT 15,342,009.19 05/26/22 Advance 75,771.15 15,417,780.34 05/26/22 Regular Payment .00 75,771.15 75,771.15 06/13/22 BALANCE THIS STATEMENT 15,417,780.34 ---- - - - - -- I N T E R E S T C A L C U L A T I 0 N---- - - - - - - FROM THRU INTEREST DAILY PERIODIC ACCRUED DATE DATE RATE RATE PRINCIPAL DAYS INTEREST 09/26/22 06/25/22 6.500000$-00018055 15,417,780.34 31 86,296.74 *** CONTINUED *** Z01 07 01 007ZB STEARNS BANK N.A. ST CLOUD PO BOY. 7338 4191 ZND ST S ST. CLOUD, MN 56301 PHONE:800-320-7262 ADVANCED VOLUMETRIC ALLIANCE LLC 7535 RIVER RD NE LINE: 170997 OTSEGO MN 55330 AS OF: 06/13/22 PAGE 3 LOAN BILLING STATEMENT REMITTANCE SUMMARY LOAN PRINCIPAL PRINCIPAL INTEREST ESCROW TOTAL NUMBER BALANCE DUE DUE DUE DUE 555 .00 .00 .00 .00 .00 70019368 15,417,780.34 .00 86,296.74 ---------------------- .00 -------------- 86,Z96.74 TOTAL -------------- -------------- 15,417,780.34 .00 86,296.74 .00 86,296.74 xxxxxxxxxxxxxxxxxxxxxxxxx TOTAL AMOUNT DUE BY 06/26/22: * 86,296.74 xxxxxxxxxxxxxxxxxxxxxxxxx P L E A S E R E T U R N T H I S P A G E 7 I T H Y 0 U R P A Y M E N T 3 1 Conservation Fee $5.00 Mortgage Registration Tax $H to Paid Date: Ito- Ll Trinity Nathe, Land Records Administrator By:` 0 jd4 , Deputy MORTGAGE AND ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT Registration tax: $46,000.00 Doc. No. Al481783 - OFFICE OF THE COUNTY RECORDER WRIGHT COUNTY, MINNESOTA Certified Filed and/or Recorded on August 26, 2021 2:45 PM Fee: $46.00 Tanya West, County Recorder The Property Tax Parcel Identification Numbers for the Real Property is: 101-500-352100 101-500-352401 THIS INDENTURE ("Mortgage'? is made as of this 26th day of August, 2021 by and between ADVANCED VOLUMETRIC ALLIANCE, LLC, a Minnesota limited liability company, whose mailing address is 7535 River Road NE, Otsego, MN 55330 (hereinafter referred to as "Mortgagor"), and STEARNS BANK, N.A., whose mailing address is 4191 Second Street South, St. Cloud, MN 56301, as secured party ("Mortgagee'l. This Mortgage shall secure a loan to fund the cost of construction on Mortgaged Premises and for working capital. The maximum amount of the loan which may be secured at any one time is the cumulative principal amount of Twenty Million and No/100ths Dollars ($20,000,000.00), which amount constitutes the "Initial Amount of Debt" within the meaning of Minnesota Statutes § 287.03, and this Mortgage is further intended to secure the entire "Secured Indebtedness", herein defined, which is due and payable in full on August 26, 2047. The advance of the Secured Indebtedness Is for bus/ness purposes To secure to Mortgagee, its successors and assigns the following ("Secured Indebtedness'l: 1. payment of a loan In the maximum principal amount of $20,000,000.00 ("Loan'j, evidenced by a Promissory Note, of even date herewith, executed Mortgagor, as borrower, in favor of Mortgagee, as lender, plus interest at the rate stated in the Promissory Note, together with all extensions, amendments, modifications, renewals and replacements thereof ("Note"); 2. payment to Mortgagee, its successors and assigns, at the times demanded and with interest C: thereon at the same rate specified in the Note of all sums advanced to protect the lien of this Mortgage; har 3. payment of taxes on the "Mortgaged Premises" (as hereinafter defined); gym_ 2200 �V. COUNTY Si0AD C SUITE 2206 L= € OSl;rydlrl.. Mfg 5b119 File WI [ee 4. payment of insurance premiums covering all improvements on the Mortgaged Premises; S. payment of expenses and reasonable attorneys' fees herein provided for and all sums advanced for any other purpose authorized herein or authorized by law; and 6. for and to secure the performance of all the covenants and agreements contained in the Note, a Construction Loan Agreement of even date herewith, this Mortgage, and any extensions, amendments, modifications and renewals thereof, plus any and all other documents and agreements evidencing the above referenced lending relationship between Mortgagor and Mortgagee (collectively the "Loan Documents'). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor does hereby MORTGAGE, GRANT, BARGAIN, SELL AND CONVEY unto Mortgagee, its successors and assigns, forever, with the power of sale, and GRANTS A SECURITY INTEREST to Mortgagee, Its successors and assigns, in any and all of the following property owned by Mortgagor (collectively referred to as the "Mortgaged Premises"): A. REAL PROPERTY All the tracts or parcels of real property lying and being in the County of Wright, State of Minnesota, located at the southeast corner of 70th Street and Kadler Avenue NE in Albertville, Minnesota, legally described as follows: Lot 1, Block 1, Ava Addition, Wright County, Minnesota. together with all the estates and rights in and to said real property and in and to real property lying in any and all streets, lanes, alleys, passages and roads adjoining said real property, including and together with all buildings, structures, improvements, fixtures, annexations, access rights, rights to common elements, easements, rights of way or use, servitudes, licenses, tenements, hereditaments, appurtenances, water and water rights, now or hereafter belonging or pertaining to said real property; and B. LEASES, RENTS, ISSUES AND PROFITS Any and all leases, subleases, licenses, guaranties and any other written or verbal agreements for the use and occupancy of the Mortgaged Premises, including renewals, replacements, modifications and/or extensions thereof or options thereunder; and All rents, issues and profits (including, but not limited to security deposits, minimum rents, percentage rents, additional rents, common area maintenance charges, parking charges, real estate taxes, or other applicable taxes, insurance premium contributions, liquidated damages following default, cancellation premiums, "loss of rents" insurance, revenues, royalties, proceeds, bonuses, accounts, contract rights, general intangibles, and all other rights and claims which Mortgagor may have regarding the Mortgaged Premises), now due or which may hereafter become due, whether as lessor or lessee, for the use or occupancy of the Mortgaged Premises or any part thereof; and The power irrevocably to take possession of the Mortgaged Premises, manage, control, operate and lease the Mortgaged Premises and collect leases, rents, Issues and profits for such period of time as Mortgagee deems proper, upon Mortgagor's default hereunder; and C. PERSONAL PROPERTY All buildings, structures, equipment, fixtures, improvements, building supplies and materials and personal property owned by Mortgagor and now or hereafter attached to, located in, placed in or necessary to the use of the improvements on the Mortgaged Premises including, but without being limited to, all equipment, machinery, Page 2 of Mortgage fittings, fixtures, apparatus, equipment or articles used to supply heating, gas, electricity, air conditioning, water, light, waste disposal, power, refrigeration, ventilation, and fire and sprinkler protection, as well as all elevators, escalators, engines and machinery, boilers, ranges, furnaces, communication systems, and all furnishings decorations, appliances, supplies, draperies, maintenance and repair equipment, floor coverings, screens, storm windows, blinds, awnings, shades, locks, fences, trees, shrubbery and plants, as well as renewals, replacements, proceeds, additions, extensions, improvements, betterments, accessories, increases, parts, fittings and substitutes thereof, together with all interest of Mortgagor in any such. items hereafter acquired, and all products and proceeds thereof, including without limitation all accounts, instruments, chattel paper, other rights to payment, money, insurance proceeds and general intangibles related to the foregoing property, and all refunds of Insurance premiums due or to become due under all insurance policies covering the foregoing property, all of which personal property mentioned herein shall be deemed fixtures and accessory to the freehold and a part of the realty and not severable in whole or in part without material Injury to the Mortgaged Premises. D. JUDGMENTS AND AWARDS Any and all awards or compensation made by any governmental or other lawful authorities for the taking or damaging by eminent domain of the whole or any part of the Mortgaged Premises or rights appurtenant thereto, including any awards for a temporary taking, change of grade of streets or taking of access; and E. CONTRACT RIGHTS AND RIGHTS TO PAYMENT All rights, now and in the future, to the payment of money relating to or arising out of the Mortgaged Premises or the use or occupancy of the Mortgaged Premises, including, but not limited to: (i) payment for goods and other property sold or leased or for services rendered, including room rentals, whether or not earned by performance; (ii) any contract for the sale of the Mortgaged Premises or any part thereof (including any earnest money deposit); and (ill) rights to payment arising out of all present and future debt instruments, chattel paper and loans and obligations receivable and all accounts, instruments, chattel paper, investment property, letter of credit rights, letters of credit, other rights to payment, documents, deposit accounts, money, patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, trade names, other names, software, payment intangibles, and other general intangibles of the Mortgagor, together with all goodwill related to the foregoing property and all rights, liens, security interests and other interests which the Mortgagor may at any time have by law or agreement against any account debtor, issuer or obligor obligated to make any such payment or against any of the property of such account debtor, issuer, or obligor, and all supporting obligations relating to the foregoing, whether now existing or hereafter arising, whether now owned or hereafter acquired. The above includes any rights and interests (including all liens and security interests) by law or agreement against any account debtor or obligor of Mortgagor; and F. GENERAL INTANGIBLES All general intangibles of Mortgagor including, but not limited to, tax refunds, applications for patents, patents, copyrights, trademarks, trade secrets, good will, trade names, customer lists, permits and franchises, service contracts, construction contracts, management agreements, purchase agreements, and all other contract rights of Mortgagor; and G. GOVERNMENT PAYMENTS AND PROGRAMS All payments, accounts, general intangibles, or other benefits (including, but not limited to, payments in kind, deficiency payments, letters of entitlement, warehouse receipts, storage payments, emergency assistance payments, diversion payments, and conversation reserve payments) in which Mortgagor now has and, in the future, may have any rights or interest and which arise under or as a result of any preexisting, current or future federal or state governmental program; and Page 3 of Mortgage H. AFTER -ACQUIRED PROPERTY All right, title, and interest of Mortgagor in and to extensions, improvements, betterments, renewals, substitutes, replacements of, and all additions and appurtenants to the items or types of property described in Sections A through G above, which are hereafter acquired by or released to Mortgagor, or are hereafter constructed, assembled or placed on the Mortgaged Premises, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement, or conversion, as the case may be, and which in each such case, without any further mortgage, conveyance, assignment, or other act by Mortgagor, will become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by Mortgagor and specifically described in the granting clause hereof, but at any and all times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances, or assignments thereof as Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same to the lien of this Mortgage, together with all products and proceeds of the property described in Sections A through G above. I. EXCEPTIONS FOR SUBSEQUENT FINANCING, CUSTOMER PODS Sections C and H of this Mortgage shall not apply to project -specific inventory that is not obtained by Mortgagor using the proceeds of the Note, or to after -acquired equipment or trade fixtures that are obtained by Mortgagor through a purchase money loan obtained by Borrower in compliance with the Loan Documents. The Morgagee acknowledges that volumetric customer pods ("Customer Pods") constructed by Mortgagor and financed by a third -party lender (a "Customer Lender'l will be produced on the Mortgaged Premises and stored thereon until shipped to the third -party construction site. Mortgagee agrees that upon Mortgagor's receipt of payment for the Customer Pods, the Customer Lender will obtain a first priority lien on the Customer Pods. TO HAVE AND TO HOLD the Mortgaged Premises unto Mortgagee forever. ARTICLE I MORTGAGOR'S REPRESENTATIONS, WARRANTIES COVENANTS AND AGREEMENTS Mortgagor makes and includes in this Mortgage the Statutory Covenants and other provisions set forth in Minnesota Statutes Section 507.15 or in any future Minnesota Statute providing for a statutory form of real estate mortgage, and the Mortgagor makes the following additional representations, warranties, covenants and agreements with the Mortgagee: 1.1. Good Title; Covenant to Defend. Mortgagor represents, warrants and covenants to and with Mortgagee that: (a) Mortgagor is the lawful owner of and has good and marketable title to the Mortgaged Premises in fee simple, free and clear of all liens and encumbrances; (b) Mortgagor has the right and lawful authority to mortgage, grant, sell, transfer and convey the Mortgaged Premises to Mortgagee, as provided herein; (c) all personal property pledged to Mortgagee is and will be owned by Mortgagor free and clear of all liens and claims; (d) this Mortgage is and will remain a valid and enforceable lien on the Mortgaged Premises; (e) Mortgagor will preserve Its fee title and will warrant and defend such fee title to Mortgagee against all claims and demands of all persons and parties whomsoever; (f) all buildings, structures and other improvements now or hereafter located on the Mortgaged Premises are, or will be, located entirely within the boundaries of the Mortgaged Premises and are set back from said boundaries in accordance with all applicable zoning and "set- back" laws and ordinances; (g) the present or contemplated use of the Mortgaged Premises complies with all applicable zoning laws and ordinances; and (h) the execution of this Mortgage has been authorized by Mortgagor. 1.2. Performance of the Loan Documents. Mortgagor will: (a) duly and punctually pay each and every Installment of principal and interest and all other sums to become due under and in accordance with the Page 4 of Mortgage Loan Documents at the times and places and in the manner specified by the Loan Documents; (b) pay all other Secured Indebtedness as and when the same will become due; and (c) duly and punctually perform and observe all of the covenants, agreements and provisions contained herein, in the other Loan Documents and in any other instrument given as security for the payment of the Secured Indebtedness. No payment or collection of any of the Secured Indebtedness will reduce the amount secured by this Mortgage. 1.3. Care of Mortgacied Premises,• No Wa . Mortgagor will, at all times, keep and maintain the Mortgaged Premises in good condition, repair and operating condition, and will not commit, or suffer to be committed, any waste or misuse of the Mortgaged Premises, and will promptly repair, restore or replace any buildings, improvements or structures now or hereafter placed or located on the Mortgaged Premises which may become damaged or destroyed. Except as provided in the Loan Documents, Mortgagor will not, without the prior written consent of Mortgagee, which will not be unreasonably withheld, (a) remove or permit the removal of any buildings, structures or other improvements or fixtures, or (b) otherwise make any material alterations in any improvements which will alter the basic structure, reduce the market value, or change the existing architectural character of the Mortgaged Premises, and Mortgagor will complete within a reasonable time any structures which are now or at any time in the process of erection. Mortgagor will not acquiesce in any rezoning classification, modification or public or private restriction which in any way limits or otherwise affects the Mortgaged Premises, or any part thereof. Mortgagor will not vacate or abandon the Mortgaged Premises. The parties acknowledge that the construction work referenced in the Loan Documents shall not be a violation of this paragraph. 1.4. Payment of Utilities and operating Costs. Mortgagor will pay, or cause to be paid, when due, all charges made for electricity, gas, heat, water, sewer, and all other utilities and operating costs and expenses, received, furnished or used in connection with the Mortgaged Premises, and will, upon request by Mortgagee, furnish proper receipt showing payment therefore. 1.5. Liens. Mortgagor will pay or cause to be paid, from time to time when the same will become due, or contest such liens as provided in the Loan Documents, all lawful claims and demands of mechanics, material suppliers, laborers, and others which, if unpaid, might result in, or permit the creation of a lien on the Mortgaged Premises, or any part thereof, or on the revenues, rents, issues, income and profits arising therefrom, and in general will do or cause to be done everything necessary so that the lien of this Mortgage will be fully preserved, at the cost of Mortgagor, without expense to Mortgagee. Mortgagor, will not do, or permit to be done, anything that may in any way impair the value of the Mortgaged Premises, or weaken, diminish, or impair the security of this Mortgage. Mortgagor will promptly perform and observe, or cause to be performed or observed, all of the terms, covenants, and conditions of all permitted encumbrances, if any, the noncompliance with which may affect the security of this Mortgage, or may impose the duty or obligation upon Mortgagor or any sublessee or occupant of the Mortgaged Premises or any part thereof, and Mortgagor will do or cause to be done all things necessary to preserve intact and unimpaired all easements, appurtenances, and other interests and rights in favor of or constituting any portion of the Mortgaged Premises. 1.6. Real Property Taxes and Assessment. Mortgagor will pay or cause to be paid all property taxes and assessments on or before the date on which said payments become due and owing and any penalties and interest thereon and provide proof of payment to Mortgagee upon request. 1.7. Comuilance with Laws. Mortgagor will comply with all present and future laws, ordinances, regulations, covenants, conditions and restrictions affecting the Mortgaged Premises or the operation thereof, and will pay all fees or charges of any kind in connection therewith. Mortgagor will not, by act or omission, permit any property which is not subject to this Mortgage to rely on the Mortgaged Premises or any part thereof or any interest therein to fulfill any governmental requirement for the character or use of such property; and the Mortgaged Premises will not rely on any property which is not subject to this Mortgage to fulfill any governmental requirement for the character or use of the Mortgaged Premises. 1.8. Duty to Defend. Mortgagor will promptly notify Mortgagee of and appear in and defend any suit, action or proceeding that affects the value of the Mortgaged Premises, the Secured Indebtedness, or any Page 5 of Mortgage right or interest of Mortgagee under this Mortgage. Mortgagee may, at its option, elect to appear in or defend any such action or proceeding, and Mortgagor agrees to indemnify and reimburse Mortgagee from any and all loss, damage, expense or cost arising out of, or incurred in connection with any such suit, action or proceeding, including, but not limited to, costs of evidence of title and attorneys' fees. 1.9. Insurance Coverage. Mortgagor will obtain and keep in full force and effect during the term of this Mortgage, at its sole cost and expense, the following policies of insurance: (a) "All risk" hazard insurance, including the cost of debris removal, together with a vandalism and malicious mischief endorsement, all in the amounts of not less than the maximum insurable value or full replacement cost, without deduction for depreciation, of any improvements on the Mortgaged Premises, whichever is greater, covering all buildings, structures, fixtures, personal property and other improvements now existing or hereafter erected or placed on the Mortgaged Premises, which insurance will at all times be in an amount at least equal to the unpaid Secured Indebtedness at any given time and during any period of construction "builder's risk -completed value basis" insurance in an amount equal to the full replacement cost of the existing and contemplated improvements on the date of completion with coverage available on the so-called multiple peril form of policy. (b) If the Mortgaged Premises are now or hereafter located in a flood plain as defined by the Federal Insurance Administration, the Mortgagor shall obtain flood insurance in the maximum obtainable amount. (c) Comprehensive general public liability insurance covering the legal liability of Mortgagor against claims for bodily injury, death or property damage occurring on, in or about the Mortgaged Premises, in such amounts as are usually carried by persons operating similar properties in the same general locality but in any event with limits of liability not less than $2,000,000.00 in the aggregate and $1,000,000.00 per occurrence. (d) Any insurance required under the loan Documents. All such insurance will be written on forms and with companies satisfactory to Mortgagee, will name as the insured parties Mortgagor and Mortgagee as their interests may appear, will be in amounts sufficient to prevent Mortgagor from becoming a co-insurer of any loss thereunder, will name Mortgagee as a loss payee, will bear a satisfactory mortgagee clause in favor of Mortgagee, will provide that any action or failure to act by Mortgagor or owner of the insured property will not invalidate the interest of Mortgagee, and will contain an agreement of the insurer that the coverage will not be terminated or modified without providing to Mortgagee thirty (30) days' prior written notice of such termination or modification. All required policies of insurance or acceptable evidences of insurance thereof, together with evidence of the payment of current premiums therefor will be delivered to Mortgagee. Mortgagor will, within thirty (30) days prior to the expiration of any such policy, deliver other original policies or evidences of insurance of the insurer evidencing the renewal of such insurance together with evidence of the payment of current premiums therefor. In the event of a foreclosure of this Mortgage or any acquisition of the Mortgaged Premises by Mortgagee, all such policies and any proceeds payable therefrom, whether payable before or after a foreclosure sale, or during the period of redemption, if any, will become the absolute property of Mortgagee to be utilized at its discretion. In the event of foreclosure or the failure to obtain and keep any required insurance, Mortgagor empowers Mortgagee to effect insurance upon the Mortgaged Premises at Mortgagor's expense and for the benefit of Mortgagee In the amounts and types aforesaid for a period of time covering the time of redemption from a foreclosure sale, and if necessary therefor, to cancel any or all existing insurance policies. Mortgagor agrees to furnish Mortgagee with copies of all inspection reports and insurance recommendations received by Mortgagor from any insurer. In the event of a foreclosure of this Mortgage, the purchaser of the Mortgaged Premises will succeed to all of the rights of Mortgagor, including any right to honor any premiums in and to all policies of insurance assigned and delivered to Mortgagee hereunder, with respect to all property herein encumbered. Page 6 of Mortgage 1.10. Notice of Damage. Mortgagor will give Mortgagee prompt notice of any damage to or destruction of the Mortgaged Premises, if repair of the damage or destruction will cost more than $25,000 to repair, and authorizes Mortgagee to make proof of loss if not made promptly by Mortgagor. In case of loss covered by policies of insurance (either before or after any foreclosure sale), Mortgagee is hereby authorized at its option and without the consent of Mortgagor to settle, adjust and compromise any claim arising out of such policies, and to collect and receive the proceeds payable therefrom; provided, that Mortgagor may adjust and collect for any losses arising out of a single occurrence aggregating not in excess of $100,000.00. Any expense incurred by Mortgagee in the adjustment and collection of Insurance proceeds (including the cost of any Independent appraisal of the loss or damage on behalf of Mortgagee) will be reimbursed to Mortgagee first out of any proceeds. The remaining proceeds or any part thereof. will be applied to reduction of the Secured Indebtedness, whether due or not, without the application of any prepayment premium, or to the restoration or repair of the Mortgaged Premises, the choice of such application to be governed by Section 1.12. 1.11. Condemnation. Mortgagor will give Mortgagee prompt notice of any action, actual or threatened, in condemnation or eminent domain. Mortgagor hereby irrevocably assigns, transfers, and sets over to Mortgagee, to the extent of the remaining unpaid Secured Indebtedness, the entire proceeds of any award, payment or claim for damages for all or any part of the Mortgaged Premises taken or damaged less Mortgagor's attorney's fees, appraisal fees, and other court costs, whether temporary or permanent, under the power of eminent domain or condemnation, and authorizes Mortgagee to intervene in any such action in the name of Mortgagor and to collect and receive from the condemning authorities and give proper receipts and acquittances for such proceeds. Any expenses incurred by Mortgagee in intervening in such action or collecting such proceeds will be reimbursed to Mortgagee first out of the proceeds. The remaining proceeds or any part thereof will be applied upon or in reduction of the Secured Indebtedness then most remotely to be paid, whether due or not, without the application of any prepayment premium, or to the restoration or repair of the Mortgaged Premises, in Mortgagee's sole discretion. 1.12. Restoration of Mortuacied Premiss after Loss. If no Event of Default exists at the time of an insured loss, then the decision to apply any insurance recovery to the reduction of the Secured Indebtedness or to restoration will be made by Mortgagor, but Mortgagor may only choose restoration if (a) according to a current appraisal, to be obtained by Mortgagor, at Mortgagor's sole cost, the remaining Secured Indebtedness does not exceed 80% of the value of the restored Mortgaged Premises or (b) Mortgagor pays an amount necessary to pay down the remaining Secured Indebtedness to an amount equal to 80% or less of the value of the restored Mortgaged Premises (no prepayment premium will be applied to any such payment). If, at the time of an insured loss, an Event of Default exists or Mortgagor fails to obtain the necessary appraisal within sixty (60) days of the loss or the requirements relating to the required loan to value ratios are not met, the decision to apply any insurance recovery to reduction of the Secured Indebtedness or to restoration will be made by Mortgagee, in Mortgagee's sole discretion. Should any insurance proceeds be applied to the restoration or repair of the Mortgaged Premises, the restoration or repair will be done under the supervision of an architect or contractor reasonably acceptable to Mortgagee, pursuant to plans and specifications approved by Mortgagee, and in accordance with all applicable building laws, regulations and ordinances. In such case, the proceeds will be held by Mortgagee for such purposes and will be disbursed by Mortgagee to defray the costs of such restoration or repair under such safeguards and controls as Mortgagee may reasonably require to assure completion in accordance with the approved plans and specifications, free of liens or claims. Any surplus which may remain after payment of all costs of restoration or repair may, at the option of Mortgagee, be applied on account of the Secured Indebtedness then most remotely to be paid, whether due or not, without application of any prepayment premium, or will be returned to Mortgagor as its interest may appear, the choice of application to be solely at the discretion of Mortgagee. 1.13. Hazardous Substances. As used herein, the term "Toxic or Hazardous Substances" will be interpreted broadly to include, but will not be limited to, any material or substance that is defined or classified under federal, state or local laws as a "hazardous substance", a "hazardous waste", a "toxic pollutant", a "hazardous air pollutant", a "hazardous material", a "toxic substance" which will also include asbestos, polychlorinated biphenyls, petroleum and petroleum based derivatives, natural gas and natural gas based Page 7 of Mortgage derivatives and urea -formaldehyde. "Toxic or Hazardous Substances" will also mean any element, substance, compound, material, matter or thing, which is regulated by federal, state or local law, rule, ordinance, directive or decision because of its ignitability, corrosiveness, toxicity, volatility, radioactivity or carcinogenic or ill health effect. 1.14. Environmental Representations and Warranties. Mortgagor covenants, represents and warrants to Mortgagee that: (a) To the best of Mortgagor's actual knowledge, any handling, transportation, storage, treatment or use of Toxic or Hazardous Substances that has occurred on the Mortgaged Premises to this date has been in compliance with all applicable federal, state, and local laws and regulations and ordinances. (b) Mortgagor covenants and agrees that it will not use or permit the use of the Mortgaged Premises either directly or through contractors, agents or tenants, or lodging guests, for the generation, transportation, treatment, storage, manufacture, emission of or disposal of toxic or Hazardous Substances except for (1) use of any Hazardous Substances in the business operated at the Mortgaged Premises in strict compliance with all governmental laws or regulations and (ii) nominal amounts as might be expected in the normal operation of the commercial buildings utilized as collateral herein. (c) Mortgagor has no knowledge of and has received no notice of investigations or reports indicating that the Mortgaged Premises has been contaminated by Toxic or Hazardous Substances, other than such investigations and reports submitted to Mortgagee. (d) Mortgagor covenants and agrees to indemnify, defend (with counsel satisfactory to Mortgagee) and hold Mortgagee and its officers, employees, contractors and agents harmless from and against any and all claims, judgments, damages, penalties, fines, expenses, liabilities, or losses arising after the execution of this Mortgage or arising out of or in any way relating to the presence, release or disposal of Toxic or Hazardous Substances on or from the Mortgaged Premises or to a breach of the environmental representations, warranties or covenants made by Mortgagor herein. Without limitation, the indemnification provided by this Section 1.14 will specifically cover costs incurred in connection with any investigation of site conditions or any cleanup, remediation, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party because of the presence or suspected presence of Toxic or Hazardous Substances in the soil, groundwater or soil vapor, on or under the Mortgaged Premises. The foregoing environmental indemnity will survive the expiration, satisfaction, foreclosure, release or termination of this Mortgage and/or any transfer of all or any portion of the Mortgaged Premises, or of any interest in this Mortgage. It will be governed by the laws of the State of Minnesota. Mortgagor will notify Mortgagee in writing within thirty (30) business days of all spills or releases of any Toxic -or Hazardous Substances, all failures to comply with any federal, state, or local law, and with any regulation or ordinance, all inspections of the Mortgaged Premises by any regulatory entity concerning the same, all notices, orders, fines, or communications of any kind from any governmental entity or third party that relate to the presence or suspected presence of any Toxic or Hazardous Substances on the Mortgaged Premises or the migration or suspected migration of any Toxic or Hazardous Substances from other property onto or beneath the Mortgaged Premises or to other property from the Mortgaged Premises, and all responses or interim cleanup action taken by or proposed to be taken by any government entity or private party on the Mortgaged Premises. Mortgagee, its officers, employees, contractors, or agents, will have the right, but not the duty, after reasonable notice, to inspect areas on Mortgagor's property to determine whether Mortgagor or its tenants are complying with federal, state, and local laws, regulations, and ordinances pertaining to air and water quality, the handling, transportation, storage, treatment, usage, or disposal of Toxic or Hazardous Substances, air emissions, other environmental matters, and all zoning and other land use matters. Mortgagee will also have the right to establish test wells on the Mortgaged Premises if requested by the MPCA to monitor whether any chemical levels Page 8 of Mortgage are increasing on or near its Mortgaged Premises because of the activities of Mortgagor or its tenants or property owners. Mortgagee will use its best efforts to minimize interference with Mortgagor's business or that of its tenants but will not be liable for any interference caused thereby. If any investigation, site monitoring, containment, cleanup, removal, restoration, or other remedial work (the "Remedial Work') of any kind is requested by the MPCA or under any applicable local, state, or federal laws or regulations, or is required by any governmental entity or other third person because of or in connection with the presence or suspected presence of Toxic or Hazardous Substances on or under the Mortgaged Premises, Mortgagor will assume responsibility for all such Remedial Work and all costs and expenses of such Remedial Work will be paid by Mortgagor. 1.15. Mortaaaee's Right of Entry. Mortgagor will permit Mortgagee or its authorized representatives to enter the Mortgaged Premises at normal business hours for the purpose of inspecting the same; provided, however, Mortgagee will have no duty to make such inspections and will not Incur any liability or obligation for making or not making any such inspections. 1.16. Due on Sale. Mortgagor will not voluntarily or. involuntarily sell, convey, transfer, further mortgage, encumber, or dispose of the Mortgaged Premises, or any part thereof, or any interest therein, legal or equitable, or agree to do so, except in accordance with the Loan Documents or upon obtaining the written consent of Mortgagee. Mortgagee's consent to any one transaction will not be deemed to be a waiver of the requirement to receive Mortgagee's consent to future or successive transactions. If Mortgagor is a corporation, partnership, limited liability company or other entity, the legal, beneficial or equitable ownership of such entity will not be changed by sale, conveyance, transfer, assignment or encumbrance, except that current owners may transfer ownership interests so long as they retain, in the aggregate, a majority interest in Mortgagor. 1.17. Mortgagee's Right to Cure. If Mortgagor will fail, after reasonable notice, to comply with any of the covenants or obligations of this Mortgage, then Mortgagee may, but will not be obligated to, without further demand upon or notice to Mortgagor, and without waiving or releasing Mortgagor from any obligation contained in this Mortgage, perform such covenants and agreements, investigate and defend against such action or proceeding, and take such other action as Mortgagee reasonably deems necessary to protect its interest in the Mortgaged Premises or this Mortgage. Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such failure, together with interest at the rate as specified in the Note. All such sums, together with interest as aforesaid, will become so much additional Secured Indebtedness, but no such advance will be deemed to relieve Mortgagor from any failure hereunder. 1.18. Uniform Commercial Code Securfty Interest. This Mortgage will constitute a security agreement as defined in the Uniform Commercial Code and WILL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING which is to be filed in the real estate records of the county where the Mortgaged Premises are located. The name of the record owner of said real estate is Mortgagor set forth on page one of this Mortgage. Information concerning the security interest created by this Mortgage may be obtained from Mortgagee, as secured party, at its address as set forth on page one of this Mortgage. The name and address of Mortgagor, as debtor, and the name and address of Mortgagee, as secured party, are as set forth on page one of this Mortgage. This Mortgage covers goods which are, or are to become, fixtures. This Mortgage is sufficient as a financing statement, and as a financing statement it covers goods which are, or are to become, fixtures on the Mortgaged Premises. In addition, Mortgagor will execute and deliver to Mortgagee, upon Mortgagee's request, any financing statements or amendments thereto or continuation statements thereto that Mortgagee may require to perfect a security interest in said items or types of property. Mortgagor will pay all costs of filing such instrument. This Mortgage is a "Construction Mortgage" within the meaning of the UCC. 1.19. Licenses, Management Contracts and Franchise Agreements. Mortgagor will, at its own cost and expense, perform, comply with and discharge all of the obligations of Mortgagor under any and all licenses, management contracts, franchise agreements and other obligations and agreements for the use and operation of the Mortgaged Premises as a hotel and will use all its reasonable efforts to enforce or secure the Page 9 of Mortgage performance of each obligation and undertaking of the respective licenses, contracts and agreements and will appear in and defend, at its own cost and expense, any action or proceeding arising out of or in any manner connected with Mortgagor's interest in any agreements regarding the Mortgaged Premises. 1.20. No Consent. Nothing contained in this Mortgage will constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or for the furnishing of any materials or other property in respect of the Mortgaged Premises or any part thereof, nor will it be construed as giving Mortgagor or any party in interest with Mortgagor any right, power or authority to contract for or permit the performance of any labor services or the furnishing of any materials or other property in such fashion as would create any personal liability against Mortgagee in respect thereof, or would permit the making of any claim that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien of this Mortgage. 1.21. Further Assurances. Mortgagor will execute and deliver to Mortgagee from time to time, on demand, such further instruments, security agreements, financing statements under the Uniform Commercial Code and assurances and do such further acts as Mortgagee may require to carry out more effectively the purposes of this Mortgage and, without limiting the foregoing, to make subject to the lien hereof any property agreed to be subjected hereto or covered by the granting clause hereof, or so intended to be. Mortgagor will pay any recording fees, filing fees, mortgage registry taxes, stamp taxes and other charges arising out of or incident to the filing or recording of this Mortgage and all documents thereto. 1.22. Miscellaneous Ri hts of Mortgagee. Without affecting the liability of any party liable for payment of the Secured Indebtedness or the performance of any obligation contained herein, and without affecting the rights of Mortgagee with respect to any security not expressly released in writing, Mortgagee may, at any time, and without notice to or the consent of Mortgagor or any party with an interest in the Mortgaged Premises or the Loan Documents (a) release any person or entity liable for payment of all or any part of the Secured Indebtedness or for the performance of any obligation herein, (b) enter into any agreement with Mortgagor extending the time or otherwise altering the terms of payment of all or any part of the Secured Indebtedness or modifying or waiving any obligation, or subordinating, modifying or otherwise dealing with the lien or charge hereof, (c) accept any additional security, (d) release or otherwise deal with any property, real or personal, including any or all of the Mortgaged Premises, Including making partial releases of the Mortgaged Premises, or (e) resort to any security agreements, pledges, contracts of guaranty, assignments of rents and leases or other securities, and exhaust any one or more of said securities and the security hereunder, either concurrently or independently and in such order as it may determine. No act or thing, except full payment of the Secured Indebtedness, which but for this provision could act as a release, termination, satisfaction or impairment of this Mortgage will in any way release, terminate, satisfy or impair this Mortgage. ARTICLE II DEFAULTS AND REMEDIES 2.1. Events of Default. The occurrence of any one or more of the following events will constitute an Event of Default under this Mortgage: (a) If Mortgagor fails to make any payment required under the Loan Documents within ten (10) days after the date that the payment is due; (b) If Mortgagor falls to pay any other Secured Indebtedness when due; (c) If Mortgagor fails to observe and perform any covenant, condition or agreement contained in this Mortgage or contained in any other instrument or agreement evidencing or securing the Loan or executed in conjunction herewith, or contained in any instrument or agreement evidencing or securing any other loan by Mortgagee to Mortgagor; Page 10 of Mortgage (d) If any representation or warranty of Mortgagor contained in this Mortgage or the contents of any statement, certificate, document or instrument furnished in connection with the Loan or pursuant to this Mortgage or furnished in connection with any other indebtedness of Mortgagor to Mortgagee is untrue in any material respect; (e) If Mortgagor files a petition in bankruptcy or for reorganization or for an arrangement pursuant to any present or future federal bankruptcy law or under any similar federal or state law, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due, or if an involuntary petition or answer is fled against Mortgagor in bankruptcy under any present or future federal bankruptcy law or any similar federal or state law and such petition or answer is not discharged within ninety (90) days after the filing thereof, or a receiver, trustee or liquidator of Mortgagor, or of substantially all the assets of Borrower, is appointed in any proceeding brought against Mortgagor and is not discharged within ninety (90) days after such appointment or if Mortgagor should consent or acquiesce in such appointment; (I) I€ Mortgagor fails to pay its obligations owed to persons or entities other than Mortgagee as they become due in the usual and ordinary course of business, and such failure to pay threatens Mortgagor's ability to perform under this Mortgage and/or the Loan Documents, in the sole discretion of Mortgagee; (g) Entry of any judgment for the payment of money against Mortgagor that is not satisfied within thirty (30) days, or the filing of any state or federal tax lien against Mortgagor; (h) Seizure or attempted seizure of any of Mortgagor's assets by any creditor of Mortgagor; (i) Dissolution or insolvency of Mortgagor. 2.2. remedies. Upon the occurrence of an Event of Default, or at any time thereafter until such Event of Default is cured to the satisfaction of Mortgagee, Mortgagee may, at its option, and without notice to Mortgagor, exercise any or all of the following rights and remedies, and any other rights and remedies now or then available to it, either under any Loan Documents or at law or in equity: (a) Mortgagee may declare the entire unpaid principal balance of the Loan together with all other Secured Indebtedness to be immediately due and payable and, thereupon, all such unpaid principal balance of the Note together with all accrued Interest thereon and all other Secured Indebtedness will be and become immediately due and payable; (b) Mortgagee may foreclose this Mortgage by judicial action or advertisement and Mortgagor hereby authorizes and fully empowers Mortgagee to do so, with full authority to sell the Mortgaged Premises at public auction and convey the same to the purchaser in fee simple all in accordance with and in the manner prescribed by law, and out of the proceeds arising from sale and foreclosure to retain the principal and interest due on the Note and the Secured Indebtedness together with all such sums of money as Mortgagee will have expended or advanced pursuant to this Mortgage or pursuant to statute together with interest thereon as herein provided and all costs and expenses of such foreclosure, including lawful attorneys' fees, with the balance, if any, to be paid to the persons entitled thereto by law; (c) Mortgagee will be entitled as a matter of right without notice and without giving bond and without regard to the solvency or insolvency of Mortgagor, or waste of the Mortgaged Premises or adequacy of the security of the Mortgaged Premises, to apply for the appointment of a receiver in accordance with the statutes and law made and provided for who will collect the rents, and all other income of any kind; manage the Mortgaged Premises so to prevent waste; execute leases within or beyond the period of receivership, pay all expenses for normal maintenance of the Mortgaged Premises and perform the terms of this Mortgage and apply the rents, issues and profits in the following order to (I) payment of the reasonable fees of said receiver, (ii) payment when due of prior or current real estate taxes or special assessments with respect to the Mortgaged Premises or, if required by this Mortgage, payment of the periodic escrow for payment of the taxes or special Page 11 of Mortgage assessments, and (ill) the payment when due of premiums for insurance of the type required by this Mortgage or if required by this Mortgage, payment of the periodic escrow for the payment of the premiums, to applying the same to the costs and expenses of the receivership, Including reasonable attorney's fees, to the repayment of the Secured Indebtedness and to the operation, maintenance, upkeep and repair of the Mortgaged Premises, including payment of taxes on the Mortgaged Premises and payment of premiums of insurance on the Mortgaged Premises. Mortgagor does hereby irrevocably consent to such appointment. Nothing contained in this Mortgage and no actions taken pursuant to this Mortgage will be construed as constituting Mortgagee a mortgagee in possession; and (d) In addition to the rights available to a mortgagee of real property, Mortgagee will also have all the rights, remedies and recourse available to a secured party under the Uniform Commercial Code of the State of Minnesota, including without limitation the right to proceed under the provisions of the Uniform Commercial Code governing default as to any personal property which may be included in the Mortgaged Premises or which may be deemed non -realty in a foreclosure of this Mortgage or to proceed as to such personal property in accordance with the procedures and remedies available pursuant to a foreclosure of real estate. Upon request or demand of Mortgagee, Mortgagor will, at the expense of Mortgagor, assemble the personal property and make it available to Mortgagee at a reasonably convenient place designated by Mortgagee, and Mortgagor will promptly pay all costs of Mortgagee of collection and all of the costs of enforcing its security interest, including, without limitation, reasonable attorneys fees and legal expenses and expenses of any repairs to any of the collateral and expenses of any repairs to any realty or other property to which any of the collateral may be affixed or be a part. The expenses of re -taking, holding, preparing for sale, selling or the like, will include Mortgagee's reasonable attorneys' fees and legal expenses. 2.3 Pow r of Attorney. To effectuate the terms and provisions of this Mortgage, Mortgagor designates and appoints Mortgagee and its designees or agents as Mortgagor's attorney -in -fact with the full power of substitution and with authority after an Event of Default: to endorse the name of Mortgagor on any notes, acceptances, checks, drafts, money orders, instruments or any other evidences of payment or proceeds of the Mortgaged Property that may come into Mortgagee's possession; to sign the name of Mortgagor on any invoices, documents, drafts against and notices to account debtors of Mortgagor, assignments and requests for verification of accounts; to execute proofs of claim and loss; to execute any endorsements, or other instruments of conveyance or transfer; to institute any action or proceedings necessary for the recovery and collection of any monies that may be due under any insurance policies; to execute releases; and to do all other acts and things necessary and advisable in the sole discretion of the Mortgagee to carry out and enforce this Mortgage. This power of attorney, being coupled with an interest, is irrevocable, while any of the Indebtedness remains unpaid. ARTICLE III MISCELLANEOUS 3.1. Mortgagor's Acknowledgment of Remedies. MORTGAGOR HEREBY CONSENTS AND AGREES TO THE FORECLOSURE AND SALE OF THE MORTGAGED PREMISES BY ACTION OR, AT THE OPTION OF MORTGAGEE, BY NONJUDICIAL SALE (BY ADVERTISEMENT). Mortgagor further understands that in the event of such default Mortgagee may also elect its rights under the Uniform Commercial Code and take possession of any and all personal property pledged as security pursuant to this Mortgage, and dispose of the same by sale or otherwise in one or more parcels provided that at least ten (10) days' prior notice of such disposition must be given, all as provided for by the Uniform Commercial Code, as hereafter amended or by any similar or replacement statute hereafter enacted. 3.2. Continued. Priority. Any agreement hereafter made by Mortgagor and Mortgagee pursuant to this Mortgage will be superior to the rights of the holder of any intervening lien or encumbrance. 3.3. Cumulative Rights. Each right, power or remedy herein conferred upon Mortgagee is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to Mortgagee, at law or in equity, or under the Uniform Commercial Code or other law, or under any Page 12 of Mortgage other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and In such order as may be deemed expedient by Mortgagee and will not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. No delay or omi by Mortgagee in the exercise of any right, power or remedy arising hereunder or arising othssion erwise will impair any such right, power or remedy or the right of Mortgagee to resort thereto at a later date or be construed to be a waiver of any Event of Default under this Mortgage or any other Loan Documents. 3.4 As i nabilit • Partici ation Interests. Mortgagee shall have the right to assign this Mortgage, in whole or in part, . or sell participation interests herein, to any person obtaining an interest in the indebtedness secured hereby. The Mortgagor acknowledges that the Mortgagee may and will have the right to sell participation interests in the Note. In the event any of the Mortgagee's participants require any additional information, the Mortgagor will use all reasonable efforts to obtain and deliver such information. 3.4 Waiver. MORTGAGOR HEREBY ACKNOWLEDGES AND AGREES THAT THE MORTGAGED PREMISES IS NOT HOMESTEAD PROPERTY AND FURTHER WAIVES, TO THE FULL EXTENT LAWFULLY ALLOWED, THE BENEFIT OF ANY HOMESTEAD, APPRAISEMENT, EVALUATION, STAY AND EXTENSION LAWS NOW OR HEREAFTER IN FORCE. MORTGAGOR WAIVES THE RIGHT TO A TRIAL BY JURY ON ANY MATTER RELATING TO THIS MORTGAGE OR THE SECURED INDEBTEDNESS. 3.5. Governin Law, This Mortgage is made and executed under the laws of the State of Minnesota and is intended to be governed by the laws of the State of Minnesota, except as otherwise specifically referenced in this Mortgage and/or the other Loan Documents. 3.6. Bending Effect. This Mortgage and each and every covenant, agreement and other provision hereof will be binding upon Mortgagor and its successors and assigns including without limitation each and every record owner of the Mortgaged Premises, from time to time, and any other person having an interest therein, will run with the land and will inure to the benefit of Mortgagee and its successors and assigns. As used herein the words "successors and assigns" will also be deemed to include the heirs, representatives, administrators and executors of any natural person who is a party to this Mortgage. 3.7. Severablility and Survival. The unenforceability or invalidity of any provisions. hereof will not render any other provision or provisions herein contained unenforceable or invalid. The foreclosure of this Mortgage will not affect or limit any remedy of Mortgagee on account of any breach by Mortgagor of the terms of this Mortgage occurring prior to such foreclosure, except to the extent of the amount bid at foreclosure. 3.8. Ca ions. The captions and headings of the various sections of this Mortgage are for convenience only and are not to be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits the singular will include the plural, the plural will include the singular and the masculine, feminine and neuter will be freely interchangeable. 3.9. Counterparts. This Mortgage may be executed in one or more counterparts which together shall constitute one and the same instrument. 4.1. Notices. Any notice which any party hereto may desire or may be required to give to any other party will be in writing, and the mailing thereof by first class mail to their respective addresses as set forth on page one herein, or to such other places any party hereto may hereafter by notice in writing designate, will constitute service of notice hereunder. [SIGNATURE PAGE FOLLOWS] Page 13 of Mortgage MORTGAGOR REPRESENTS, CERTIFIES, WARRANTS AND AGREES THAT MORTGAGOR HAS READ THIS ENTIRE MORTGAGE AND UNDERSTANDS ALL THE PROVISIONS OF THIS MORTGAGE. MORTGAGOR ALSO AGREES THAT MORTGAGEE'S COMPLIANCE WITH THE EXPRESS PROVISIONS OF THIS MORTGAGE WILL CONSTITUTE GOOD FAITH AND WILL BE CONSIDERED REASONABLE FOR ALL PURPOSES. IN WITNESS WHEREOF, the undersigned has executed this Mortgage as of the day and year first above -written. A LACED VOLU E RM ALLIANCE, LLC Casey Da _.f Its: Chief Executive Officer State of Min a ota, County of S-C7 This instrument was acknowledged before me on the � Chief Executive Officer of Advanced Volumetric Alliance, LLCa'Minnesota limited liabil.y of August, 2021, liity ompany,y Caseykenwaldon behalf of the company. LARRY MOUNTAIN ° NOTARY PUBLIC-MINNE$OTA Notary Public Iwy Commission Expires January 31, 20 25 This instrument was drafted by: Fryberger, Buchanan, Smith & Frederick, P.A. 302 West Superior Street, Suite 700 Duluth, MN 55802 (218) 722-0861 JRG/lpg M:\DOCS\12793\001028\MOR\1A059a202.DOC Page 14 of Mortgage Invoice Page: 1 MIDWEBT o v E R f-- E „y o This invoice was submitted INVOICE NUMBER: 116675 FMri E co electronically INVOICE DATE: 10/21/2021 C d DUE DATE: 10/28/2021 R P REMIT TO: ORDER NUMBER: 0047820 13900 Sunfish Lake Blvd NW Ramsey, MN 55303 Phone: 566-8555 Midwest Overhead Crane ORDER DATE: 10/21/2021 (763) Fax: (763) 566-6968 13900 Sunfish Lake Blvd NIN WWW.MW000.Com Ramsey, MN 55303-4542 SOLD TO: ADV140 SHIP TO: 7535 RIVER ROAD NE ADVANCED VOLUMETRIC ALLIANCE OTSEGO, MN 55330 6757 KARMEN AVE. NE ALBERTVILLE, MN 55301 Confirm To: RUSS SOUKUP CUSTOMER P.O. SHIP VIA F.O.B. TERMS SHIP DATE VERBAL -SIGNED BEST WAY PP&ADD origin DUE UPON RECEIPT ITEM NUMBER DESCRIPTION UNIT ORDERED SHIPPED BACK ORD PRICE AMOUNT (10) BRIDGE CRANE & (3) RUNWAY EACH 1.00 0.50 0.50 ' 1,267,476.00 633,738.00 (10) 3-TON BRIDGE CRANES AND (3) RUNWAYS SYSTEMS (ROTATING LIGHTS AND SAFETY HORNS INCLUDED) OPERATOR TRAINING EACH 1.00 0.50 0.50 800.00 400.00 INSTALL OF ABOVE EQUIPMENT EACH 1.00 0.50 0.50 106,858.00 53,429.00 ENGINEERING EACH 1.00 0.50 0.50 5,000.00 2,500.00 ---------- * D IS DUE UPON RECEIPT. FOR THIS INVOICE REPRESENTS THE FCOTEAN DETAILS, PLEASE REFER TO YOUR QR SALES ORDER. '** FREIGHT, SHIPPING & HANDLING IS NOT INCLUDED AND MAY BE BILLED SEPARATELY AT A LATER DATE. Credit card payments will incur a 5% convenience fee. Past due balances will be charged a 1.5% per month late charge. If you prefer to receive invoices via email, email your request to accounting@mwocc.com. If you wish to pay via ACH, email your request to accounting@mwocc.com. Invoice may include administrative time. If inspections were performed, reports will be mailed within 30 days. Returns may be subject to a restocking fee. All jobs are subject to a 2 hour minimum charge. NET INVOICE: 690,067.00 SHIPPING & HANDLING: 0.00 SALES TAX (EX): 0.00 690, 067.00 Page: f MIDWEST IVE CORP 13900 Sunfish Lake Blvd NW Ramsey, MN 55303 Phone. (763) 566-8555 Fax: (763) 566-6968 WWW.MWOCC.COM Invoice This invoice was submitted electronically REMIT TO: Midwest Overhead Crane 13900 Sunfish Lake Blvd NW Ramsey, MN 55303-4542 INVOICE NUMBER: 118524 INVOICE DATE: 03/07/2022 DUE DATE: 03/14/2022 ORDER NUMBER: 0047820 ORDER DATE: 10/21/2021 SOLD TO: ADV140 SHIP TO: 7535 RIVER ROAD NE ADVANCED VOLUMETRIC ALLIANCE OTSEGO, MN 55330 6757 KARMEN AVE. NE ALBERTVILLE, MN 55301 Confirm To: RUSS SOUKUP CUSTOMER P.O. SHIP VIA F.O.B. TERMS SHIP DATE VERBAL -SIGNED BEST WAY PP&ADD origin DUE UPON RECEIPT ITEM NUMBER DESCRIPTION UNIT ORDERED SHIPPED BACK ORD PRICE AMOUNT (10) BRIDGE CRANE & (3) RUNWAY EACH 0.50 0.40 0.10 1,267,476.00 506,990.40 (10) 3-TON BRIDGE CRANES AND (3) RUNWAYS SYSTEMS (ROTATING LIGHTS AND SAFETY HORNS INCLUDED) OPERATOR TRAINING EACH 0.50 0.40 0.10 800.00 320.00 INSTALL OF ABOVE EQUIPMENT EACH 0.50 0.40 0.10 106,858.00 42,743.20 ENGINEERING EACH 0.50 0.40 0.10 5,000.00 2,000.00 FREIGHT, SHIPPING & HANDLING IS NOT INCLUDED AND MAY BE BILLED SEPARATELYAT A LATER DATE. THIS INVOICE REPRESENTS Ti E NEXT 40% � TERMS ARE 40% PAYMENT DUE UPON NOTIFICATION OF MATERIALS SHIPPING TO THE CUSTOMER OR MWOCC FOR BUILD. Credit card payments will incur a 5% convenience fee. Past due balances will be charged a 1.5% per month late charge. If you prefer to receive invoices via email, email your request to accounting@mwocc.com. If you wish to pay via ACH, email your request to accounting@mwocc.com. Invoice may include administrative time. If inspections were performed, reports will be mailed within 30 days. Returns may be subject to a restocking fee. All jobs are subject to a 2 hour minimum charge. NET INVOICE: 552,053.60 SHIPPING & HANDLING: 0.00 SALES TAX (EX): 0.00 552,053.60