Agenda - Planning Commission - 09/03/2020

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Condition: Seller shall make certain customary representations regarding condition in Purchase Agreement. Including but not limited to environmental. Investigations will be assisted by Seller making certain disclosures, representations and warranties, which shall include, but not be limited to, condition of title, pending or historical legal actions, and hazardous materials conditions. Inspection Period & Contingencies: Buyer shall have until closing date to satisfy or waive contingencies (due diligence). Buyer's contingencies shall include: 1. Title: Seller to provide legible copies of all documents, plotted easements, current ALTA surveys and preliminary commitment for title insurance. As a material and substantial condition of this Purchase Agreement, the closing of this transaction shall be conducted by Jeff Peterson of Commercial Partners Title to provide title insurance. 2. Financing: Buyer gets approved for acceptable financing with the following terms: 5% or lower Interest Rate, Five year term, twenty-five year amortization, 20% of purchase price down payment, 80% of purchase price loan amount. 3. Proration of Closing Cost: As is custom in Minnesota, Seller will pay for a title insurance commitment and buyer will pay the insurance premium. Seller will pay transfer taxes, state deed taxes and real estate commissions. Buyer is to pay recording costs. Escrow fees are to be split 50/50. Property taxes shall be paid current and prorated as of the date of closing. All other items are to be determined/negotiated, but generally based upon custom and practice. 4. Earnest Money, Schedule, and Closing Date: Buyer will provide $5,000 of refundable earnest money within 15 days of the signing of this purchase agreement by both parties. If the purchase agreement is cancelled by buyer, or if closing does not happen on or before the closing date, the earnest money will be refunded to buyer and this contract will be void. 5. Default by Seller: If there has occurred a material breach of any of Seller's representations, warranties, and/or covenants, or Seller fails to close per the Purchase Agreement, and Seller fails to cure such default within ten (10) days of written notice from Buyer, Buyer may, at its option, either (i) terminate this Agreement, as aforesaid, and receive a full refund of the Earnest Money (together with accrued interest thereon), or (ii) elect to enforce, by an action for specific performance, this Agreement. 6. Environmental: Any disclosure letters and/or off -site determinations from MPCA if in Owners possession shall also be provided. Buyer at its expense, will contract for its own Phase I, Phase II and any other environmental surveys that are necessary. Seller to provide access. Determinations from MPCA if in Owners possession shall also be provided. Seller shall be responsible for the liability incurred as a result of Existing Contamination. 7. Regulatory Approvals: Buyer, at its expense and with the cooperation of Seller, will be responsible for obtaining all regulatory approvals. 8. Access, Parking, and Drainage Easement: Seller will provide an Access, Parking, and Drainage Easements (See Exhibit A). These Easements will be mutually agreed upon by both seller and buyer before closing.