Agenda - Council Work Session - 05/23/2006

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DRAFT Date: May 16, 2006 Page 2 of 6 Seller warrants that there are no underground storage tanks on the Property. Seller has received no notice of any violation of any zoning, building, health and safety, fire safety and environmental codes and laws from the City of Ramsey, or other local authority. Seller has received no notice of a violation of statutes, ordinances, regulations, judicial decrees or orders, or the pendancy of any lawsuits, administrative or arbitration hearings or governmental investigations or proceedings affecting the Property. To the Seller's knowledge, there are no environmental proceedings, applications, petitions, resolutions, or other matters pending before any governmental agency, which would affect the property in any manner. To Seller's knowledge there are no environmental proceedings, applications, petitions, court pleadings, resolutions, investigations, by public or private agencies, or other matters pending which could prohibit, impede, delay, or adversely affect the use of the Property. Seller understands that if any liens are attached to this Properly, they will be ~aid in full on or before closing. The property is not within a flood zone. The buildings are entirely within the boundary lines of the property. Seller is not a "foreign person", "foreign partnership", "foreign trust", or "foreign estate" as defined in Section 1445 of the Internal Revenue Code. To the best of Seller's knowledge, the buildings, structures, and improvements included within the property are structurally sound and in good repair and condition and all mechanical, electrical, HVAC, sewer, water and plumbing systems are in property working order. Seller understands that this purchase agreement includes all improvements to the land and all architectural plans, environmental reports or any other applicable reports or any other applicable reports that have been performed over the past 24 months. BUYER'S CONTINGENCIES. Unless waived by Buyer in writing, Buyer's obligation to purchase the property shall be subject to Buyer being able to satisfy the following contingencies on or before closing. The sufficiency of the contingencies will be determined by Buyer, in Buyer's sole discretion. If any of these conditions is not satisfied by the date herein, Buyer has the option to terminate this Agreement by giving written notice of termination to Seller on or before the date of closing, time being of the essence, in which case Buyer and Seller must sign a Cancellation of Purchase Agreement. Buyer may waive any condition in Buyer's sole and absolute discretion.