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defined below, which benefit the Land. There are currently no improvements located on the Land. The Parties do not contemplate the conveyance of any personal property pursuant to this Agreement. At or before the Closing, Seller and the City will record an Amended and Restated Parking Improvement Use and Maintenance Agreement for Parking District A in substantially the form attached as Exhibit A (the "Amended PUMA") which amends the Parking Improvement Use and Maintenance Agreement dated February 28, 2005 and recorded in the office of the Anoka County Recorder and the office of the Anoka County Registrar of Titles on March 16, 2005 as Document Nos. 1973660.001 (Abstract) and 482124.002 (Torrens) (the "Oriuinal PUMA"). In addition, the City must, at or before the Closing, adopt the "District A Parking Plan," as defined in Section 3.8 of the Amended PUMA. 5. Purchase and Sale. Seller agrees to sell the Property to Buyer pursuant to the terms of this Agreement, and Buyer agrees to purchase the Property from Seller pursuant to the terms of this Agreement. 6. Termination Right. If the City, the Met Council and the County Rail Authority, acting pursuant to the joint powers agreement referenced in Section 3(a), have not let a contract for the construction of the Rail Stop on or before June 29, 2012, Buyer may, at any time on or before 5:00 p.m. on July 6, 2012, terminate this Agreement by written notice to Seller in accordance with Sections 21 and 24. If Buyer terminates this Agreement pursuant to this Section 6, Seller must pay Buyer an amount equal to the sum of all out-of-pocket costs Buyer has incurred with respect to the Project between the Effective Date and June 29, 2012, up to a maximum of Seven Hundred Fifty Thousand Dollars ($750,000); provided, however, if, prior to June 29, 2012, Seller notifies Buyer that Seller has determined that the City, the Met council and the County Rail Authority will not proceed with the Rail Stop (a) Buyer may, within ten (10) business days of the receipt of such notice, terminate this Agreement by written notice to Seller in accordance with Sections 21 and 24, and (b) Buyer may only recover out-of-pocket costs incurred between the Effective Date and the date Buyer receives the notice from Seller, up to a maximum of Seven Hundred Fifty Thousand Dollars ($750,000). 7. Purchase Price. The purchase price of the Property is $750,000.00 (the "Purchase Price"). 8. Earnest Monev. Buyer must deposit the sum of Two Hundred and Fifty Thousand Dollars ($250,000) (the "Earnest Monev") with Commercial Partners Title, LLC (the "Title") within five (5) business days after the Counties Transit Improvement Board approves and authorizes the execution of a Collaborative Funding Agreement pursuant to which the Board agrees to contribute funding for the Rail Stop. Title shall hold and disburse the Earnest Money pursuant to the terms of the Escrow Agreement attached as Exhibit B. Buyer may elect to have Title hold the Earnest Money in an interest -bearing or in a non -interest bearing account. If Buyer elects to have Title hold the Earnest Money in an interesting -bearing account, Buyer must pay all fees or costs imposed by Title for Title's services as escrow agent. If Buyer elects to have Title hold the Earnest Money in a non -interest bearing account, Seller and Buyer must each pay one-half of Title's fee, if any, for acting as the Escrow Agent. All interest which the Earnest Money earns will inure to the Party that is entitled to the Earnest Money under the terms of this Agreement. -2- 2707737v11 09/27/11