Agenda - Council - 08/08/2017 - Laserfiche WebLink

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PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made and entered into effective as of May 24, 2016 (the "Effective Date") by and between AEON PORTFOLIO II LLC, a Minnesota nonprofit corporation, its successors and/or assigns ("Buyer"), and the CITY OF RAMSEY, MINNESOTA, a Minnesota municipal corporation ("Seller"). In consideration of the Earnest Money, the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Capitalized Terms and Other Key Terms. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to such terms as set forth on Exhibit A hereto, which is hereby incorporated by reference. 2. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the Property, upon and subject to the terms, conditions, and limitations herein contained. 3. Purchase Price and Manner of Payment. The Purchase Price shall be payable by Buyer to Seller as follows: 3.1 Earnest Money Deposit. Within two (2) business days following the Effective Date, Buyer shall deposit the Earnest Money in the form of cash with the Title Company and such funds shall be held and disbursed pursuant to the Escrow Agreement and this Agreement; provided, however, that if there are any inconsistent terms between the Escrow Agreement and this Agreement, the terms of this Agreement shall control. Except as otherwise provided herein, the Earnest Money shall be credited against the Purchase Price at the Closing. 3.2 Balance of Purchase Price. The balance of the Purchase Price, as increased or decreased by any and all other adjustments set forth in this Agreement, shall be paid by wire transfer of immediately available funds at the Closing. 4. Inspection Period. 4.1 Within ten (10) days after the Effective Date, Seller shall deliver to Buyer copies of all of the documents set forth in Exhibit C hereto in the possession or reasonable control of Seller. During the Inspection Period, Buyer shall have the right, at Buyer's sole cost, expense, and risk, to enter upon and examine and inspect the Property to conduct environmental reviews, soil condition testing, survey, engineering studies, and appraisals of the Property. 4.2 Upon the completion of its activities on the Property, Buyer shall remove any debris resulting from such activities and shall restore the Property to the condition it was in prior to the commencement of such activities. 4.3 Buyer shall indemnify, hold harmless and defend the Seller from and against all Claims arising out of, resulting from or relating to any loss of (or damage to) any US.106153450.02