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FILE No. 038 10/41 '97 15:55 ID:TOLD DEVELOPMENT 612 420 7574 PAGE 13 <br /> • <br /> PURCHASE AGREEMENT <br /> THIS AGREEMENT is made and entered into as of this , day of October, <br /> 1997, by and <br /> between THE CITY OF MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY (hereinafter <br /> "Seller") and MERIDIAN PROPERTIES REAL ESTATE DEVELOPMENT LIMITED PARTNERSHIP, <br /> a Minnesota limited partnership (d/b/a TOLD Development Company), its successors, assigns or <br /> designees (hereinafter "Buyer"). <br /> 1. SALE AND PURCHASE. Seller agrees to sell to Buyer, and Buyer agrees to <br /> purchase from Seller, certain real property located at County Road I and Highway 10, legally described <br /> on Exhibit "A" attached hereto, City of Mounds View, State of Minnesota(the "Property") as depicted <br /> on Exhibit "B" attached hereto consisting of approximately .67 acres, as determined by survey. <br /> 2. PURCHASE PRICE. The Purchase Price of said Property shall be One Hundred <br /> Twenty-five Thousand and NO/100 Dollars ($125,000.00), payable as follows: <br /> 2.1 Ten Thousand and 00/100 Dollars ($10,000.00) "Earnest Money" in the form of <br /> an irrevocable letter of credit, to be deposited with Seller within five (5) business days after acceptance <br /> of this Agreement by Seller. The sole duties of Escrow Agent shall be those described herein, and escrow <br /> Alk <br /> shall be under no obligation to determine whether the other parties hereto are complying with any <br /> requirements of law or the terms and conditions of any other agreement among said parties. Escrow <br /> Agent may conclusively rely upon and shall be protected in acting upon any notice, consent, order or <br /> other document believed by it to be genuine and to have been signed or presented by the proper patty or <br /> parties. Escrow Agent shall have no duty or liability to verify any such notice, consent, order or other <br /> document, and it sole responsibility shall be to act as expressly set forth in this Agreement. Escrow <br /> Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with <br /> this Agreement unless first indemnified to it satisfaction. Escrow Agent may consult with respect to any <br /> question arising under this Agreement and shall not be liable for any action taken or omitted in good faith <br /> upon advice of such counsel. Any interest on said Earnest Money, if converted to cash, shall be for <br /> benefit of Buyer. <br /> The Letter of Credit described herein (and any replacements thereof) shall: (a) have <br /> an expiration date no earlier than nine (9) months from the date of this Agreement; (b) be issued by <br /> Riverside Bank; (c) be an irrevocable and unconditional sight draft letter of credit; (d) require payment <br /> to Seller upon presentation of the Letter of Credit together with an affidavit of Seller stating that either <br /> Buyer has breached the terms of this Purchase Agreement or Buyer has failed to replace the Letter of <br /> Credit at least thirty (30) days prior to its expiration with a replacement Letter of Credit which satisfies <br /> the terms and conditions described herein. <br /> 2.2 At Closing, Buyer shall pay in cash or certified funds or by wire transfer of <br /> • immediately available funds the entire Purchase Price of One Hundred Twenty-five Thousand and <br /> NO/100 Dollars ($125,000.00), less prorations or credits (as defined in Section 7), and the Letter of <br /> Credit shall be returned to Buyer. <br />