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PURCHASE AGREEMENT <br />THIS AGREEMENT is made as of September It, 2007 ( "Effective Date "), between City <br />of Ramsey, a 'Minnesota municipal corporation ( "Seller "), and Ace. Solid Waste, Inc., a <br />Minnesota corporation ("Buyer"). <br />In consideration of this Agreement, Seller and Buyer agree as follows: <br />1'. Sale of Property Seller agrees to sell to Buyer, and Buyer agrees to buy <br />from Seller, the real property located in the City of Ramsey, Anoka County, State of Minnesota, <br />legally described as Lot 1, Block 4, Gateway North Industrial Park, Plat 2, Anoka County, <br />Minnesota excepting the northerly 33 feet of said lot for roadway purposes (collectively the <br />"Real Property" and/or "Property"), <br />The seller also retains an easement over the southerly 10 feet of the northerly 33 feet of said Lot <br />1 Block for the purpose of drainage and utility purposes. <br />2. Purchase Price and Manner of Payment The total purchase price <br />( "Purchase Price ") to be paid by Buyer to Seller for the Property shall be Two Hundred Eighty - <br />six Thousand and no /100 Dollars ($286 and shall be payable as follows: <br />(a) $5,000.00 as earnest money ( "Earnest Money ") which Earnest Money shall be <br />held by ( "Escrow Agent ") in accordance with an escrow <br />agreement am ng Seller, Buyer and Escrow Agent. <br />(b) $281,000.00 in cash or by wire transfer of U.S. Federal Funds on or before 5:00 <br />p.m. on the Closing Date. <br />3. Contingencies The obligations of Buyer under this Agreement are <br />contingent upon each of the following: <br />(a) Title Title shall have been found acceptable, or been made acceptable, in <br />accordance with the requirements and terms of Section 6 below. <br />(b) Survey Buyer shall have obtained, reviewed and determined that it is satisfied <br />with the matters disclosed by a Survey of the property. <br />(c) Government Approvals Buyer shall have obtained, in its sole discretion, all final <br />governmental approvals, if required by Buyer, including, but not limited to: (i) <br />.site plan and zoning approval; (ii) platting or subdivision approval; and (iii) <br />special or conditions use permit approval, as necessary in Buyer's judgment in <br />order to make the use of the Property which Buyer intends <br />—157— <br />