12-20-2017 Council Packet - Laserfiche WebLink

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PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (“Agreement”) is made as of December ___, 2017 (the “Effective Date”) between Property INC., a Minnesota corporation, its successors, and / or assigns ("Seller") and the Economic Development Authority of the City of Little Canada, a political subdivision under the laws of the State of Minnesota and/or its assigns (“Buyer"). In consideration of this Agreement, Seller and Buyer agree as follows: 1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the Real Property located in the County of Ramsey, State of Minnesota, described or depicted as follows on the attached Exhibit A (“Property”). Buyer and Seller agree that the final legal description of the Property (“Property Legal”) will be incorporated into this Agreement upon mutual agreement of the parties and in accordance with Section 6 of this Agreement. 2. Purchase Price and Manner of Payment. The total purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be Four Hundred Thousand and no/100 ($400,000.00) Dollars, and shall be payable as follows: (a) $ 1,000.00 as non-refundable earnest money ("Earnest Money"). (b) $ 399,000.00 in cash or check issued on the Trust Account of Land Title, LLC (“Title”). 3. Closing. The closing for the purchase and sale contemplated by this Agreement (the “Closing”) shall take place on or before May 1, 2018, or some other date mutually agreeable to the parties (the “Closing Date”). The Closing shall take place at the office of the Title or as such other place as may be agreed to by the parties. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. 4. Seller’s Documents. Seller shall, on or before the Effective Date, deliver to Buyer all surveys, plats, wetland delineations, Phase I and Phase II environmental reports, engineering reports, soil borings and geo- technical evaluations, hazardous material evaluations on the structures, and any other documents related to the Property in Seller’s possession (the “Seller’s Documents”). 5. Due Diligence Period. Buyer shall have sixty (60) days from the Effective Date (the “Due Diligence Period”) to complete the following: (a) Feasibility. Buyer shall investigate the feasibility of Buyer’s Project. The results of this investigation to be satisfactory to the Buyer, at Buyer’s sole discretion. (b) Testing. Buyer shall obtain at its’ sole cost and expense: i. A Phase I Environmental Site Assessment of the Property, certified to Buyer and satisfactory to Buyer at its’ sole discretion. After review of the Phase 1 Environmental Site Assessment the Buyer shall have the right, at the Buyer’s sole discretion, to conduct a Phase II Environmental Site Assessment. ii. Soils tests by a licensed geotechnical engineer satisfactory to Buyer at Buyer’s sole discretion. (c) Review and Analysis of Seller’s Documents. Buyer shall have determined, on or before the Due Diligence Date that it is satisfied with its review and analysis of the Seller’s Documents to be furnished by Seller hereunder. (d) Utilities. Buyer shall, at Buyer’s expense, research the location of all utilities, including sewer, water, electric, gas and telecommunication facilities (“Utilities”). If Utilities are not located at the boundary line of the Property the Buyer shall have the right to determine, at its sole discretion, the