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PURCHASE AGREEMENT <br />Dated: , 2002 <br />1. Parties. The parties to this Purchase Agreement are: <br />a. The Economic Development= Autlrorityof the City of Little Canada, a <br />body_ corporate and politic under the Taws of the. state of Minnesota municipal <br />cerperation, Attention: Mr. Joel Hanson, City Administrator, 515 East Little Canada <br />Road, Little Canada, MN 55117 (the "Seller "); <br />b. The Lodge at Little Canada LLC, a Minnesota limited liability company, <br />Attention: Mr. George E. Sherman, c/o Sherman Associates, Inc., 233 Park Avenue <br />South, Suite 201, Minneapolis, Minnesota 55415 (the "Buyer "). <br />This Agreement sometimes refers to Seller and Buyer individually as a "Party" and collectively <br />as the "Parties." <br />2. Property. The real property that is the subject of this Agreement is located at the <br />southeast corner of Rice Street and Little Canada Road in the City of Little Canada, Ramsey <br />County, Minnesota and is legally described on the attached Exhibit A (the "Property "). The <br />primary improvements located on the Property are a building which was formerly operated as the <br />Venetian Inn (the "Venetian Inn Building). The term "Property," as used in this Agreement shall <br />include all improvements and fixtures located on the Property and all hereditaments and <br />appurtenances to the Property. <br />3. Purchase and Sale. Seller agrees to sell the Property to Buyer pursuant to the <br />terms of this Agreement, and Buyer agrees to purchase the Property from Seller pursuant to the <br />terms of this Agreement. <br />4. Purchase Price. The purchase price for the Property is Seven Hundred Thousand <br />and 00 /100 Dollars ($700,000.00). <br />5. Earnest Money. Seller's execution of this Agreement acknowledges Buyer's <br />deposit of a $150,000.00 letter of credit (the "Letter of Credit ") with the City as earnest money <br />(the "Earnest Money "). The Letter of Credit authorizes Seller to draw on the Letter of Credit: <br />a. if Buyer fails to provide Seller with a replacement letter of credit in the <br />amount of $150,000 and with terms otherwise identical to the Letter of Credit (except for <br />the expiration date) on or before the date 30 days prior to the stated expiration date of the <br />Letter of Credit or any replacement of letter of credit; or <br />b. Buyer defaults in the performance of Buyer's obligations under this <br />Agreement, Seller teuuinates this Agreement pursuant to Minnesota Statutes Section <br />559.21 and Seller's city administrator provides the issuer of the Letter of Credit with a <br />written statement certifying that Seller has terminated this Agreement pursuant to <br />Minnesota Statutes Section 559.21. <br />428339vRed <br />V8 to V7; l 1/1/02 <br />