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7.2. HRSR 06-04-2018 ��i Eof lk — - Request for Action River To Item Number Housing&Redevelo ment Authori 7.2 Agenda Section Meeting Date Prepared by General BusinessJune 4, 2018 Amanda Othoudt,EDD Item Description Reviewed by 414 and 430 Main Street Purchase Cal Portner, City Administrator Reviewed by Action Requested Approve,by motion, a resolution authorizing the execution a purchase agreements for 414 and 430 Main Street, Elk River Background/Discussion At their November 7, 2016, meeting,the HRA expressed interest in purchasing residential properties along east Main Street connecting to Highway 169 for a potential redevelopment project that would align with the Mississippi Connections Plan. The HRA obtained an appraisal for the property located at 414 and 430 Main Street and directed staff to negotiate a purchase agreement with the seller. A purchase offer agreement was reached with the seller contingent upon approval by the HRA at a public meeting and inspection of the property. Financial Impact Earnest money of$2,000 will be deposited at Sherburne County Abstract and Title and will draw upon the HRA reserve account. The remaining balance of$286,000 will be paid from the HRA reserve account upon closing. Attachments ■ Resolution ■ Purchase Agreement 414 and 430 Main Street POWERED 9r UREI HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, MINNESOTA RESOLUTION NO. RESOLUTION APPROVING THE PURCHASE OF CERTAIN PROPERTY LOCATED AT: 414 MAIN STREET NW, ELK RIVER,MN WHEREAS, the Housing and Redevelopment Authority of the City of Elk River (the "Authority") is authorized pursuant to Minnesota Statutes, Section 469.001 to 469.047, to acquire and convey real property and to undertake certain activities to facilitate the redevelopment of real property by private enterprise; and WHEREAS, to facilitate redevelopment of certain property in the City of Elk River, Minnesota (the "City"), the Authority proposes to enter into a Purchase Agreement (the "Purchase Agreement") between the Authority and River Holdings, LLC (the "Seller"), under which, among other things,the Seller will convey the property located in the City at: 414 Main Street NW, situated in the State of Minnesota, County of Sherburne, and which is legally described as follows: Lot 10, Block 1, Auditor's Subdivision No. 5, Sherburne County, Minnesota. (the"Property")to the Authority; and NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Elk River,Minnesota as follows: I. The Authority hereby approves the Agreement in substantially the form presented to the Board, including the acquisition of the Property by the Authority, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Agreement by those officials shall be conclusive evidence of their approval. 2. Authority staff and officials are authorized to take all actions necessary to perform the Authority's obligations under the Agreement as a whole, including without limitation, execution of any documents to which the Authority is a party referenced in or attached to the Agreement, and other documents necessary to convey the Property to the Authority, all as described in the Agreement. 5260500 SJS EL185-48 Approved by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Elk River this day of June, 2018. President ATTEST: Executive Director 5260500 SJS EL185-48 2 HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, MINNESOTA RESOLUTION NO. RESOLUTION APPROVING THE PURCHASE OF CERTAIN PROPERTY LOCATED AT: 430 MAIN STREET NW, ELK RIVER,MN WHEREAS, the Housing and Redevelopment Authority of the City of Elk River (the "Authority") is authorized pursuant to Minnesota Statutes, Section 469.001 to 469.047, to acquire and convey real property and to undertake certain activities to facilitate the redevelopment of real property by private enterprise; and WHEREAS, to facilitate redevelopment of certain property in the City of Elk River, Minnesota (the "City"), the Authority proposes to enter into a Purchase Agreement (the "Purchase Agreement") between the Authority and ATP Investments, L.L.C. (the "Seller"), under which, among other things, the Seller will convey the property located in the City at: 430 Main Street NW, situated in the State of Minnesota, County of Sherburne, and which is legally described as follows: Lot 7, Block 1, Auditor's Subdivision No. 5, Sherburne County, Minnesota. (the"Property")to the Authority; and NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Elk River,Minnesota as follows: 1. The Authority hereby approves the Agreement in substantially the form presented to the Board, including the acquisition of the Property by the Authority, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Agreement by those officials shall be conclusive evidence of their approval. 2. Authority staff and officials are authorized to take all actions necessary to perform the Authority's obligations under the Agreement as a whole, including without limitation, execution of any documents to which the Authority is a party referenced in or attached to the Agreement, and other documents necessary to convey the Property to the Authority, all as described in the Agreement. 526053vl SJS EL185-48 Approved by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Elk River this day of June, 2018. President ATTEST: Executive Director 526053vl SJS EL185-48 2 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement") is made as of this day of June , 2018, by and between Ronald J. and Lori L. Touchette(the"Seller") and the Housing and Redevelopment Authority of the City of Elk River, a public body corporate and politic under the laws of the State of Minnesota(the "Buyer"). RECITALS The Seller is the owner of property located at: 414 Main Street NW, Elk River, Minnesota, which is legally described on the attached Exhibit A (the "Property"). AGREEMENT 1. Offer/Acceptance for Sale of Property. The Seller agrees to sell to Buyer the Property and Buyer agrees to purchase the same, according to the terms of this Agreement. 2. Purchase Price for Property and Terms. A. PURCHASE PRICE: The total purchase price for the Property is One Hundred and Twenty-Eight Thousand and 00/100ths Dollars ($128,000.00) (the "Purchase Price"). B. TERMS: (1): EARNEST MONEY. The sum of One Thousand Dollars ($1,000.00) (the "Earnest Money") shall be paid by the Buyer to the Seller, receipt of which is hereby acknowledged by the Seller. (2): BALANCE DUE SELLER. The Buyer agrees to pay by check or electronic transfer of funds on the date of closing on the Property (the "Closing Date") any remaining balance of the Purchase Price due to the Seller according to the terms of this Agreement. (3): DEED/MARKETABLE TITLE. Subject to performance by the Buyer, the Seller agrees to execute and deliver a Warranty Deed conveying marketable title to the Property to the Buyer, subject only to the following exceptions: a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if any. C. Public utility and drainage easements of record which will not 1 525527v2 SJS EL185-48 interfere with the Buyer's intended use of the Property. (4): DOCUMENTS TO BE DELIVERED AT CLOSING BY THE SELLER. In addition to the Warranty Deed required at paragraph 2B(3) above, the Seller shall deliver to the Buyer: a. Standard form Affidavit of Seller. b. A "bring-down" certificate, certifying that all of the warranties made by Seller in this Agreement remain true as of the Closing Date. C. Certificate that the Seller is not a foreign national. d. Well disclosure certification, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to paragraph 2B(3) above must include the following statement: "The Seller certifies that the Seller does not know of any wells on the described real property." The Seller agrees to have all wells located on the Property, which are not in use, sealed by a licensed well contractor at the Seller's expense prior to closing. If the circumstances prohibit locating and sealing wells prior to closing, the Seller agrees to escrow funds on the Closing Date for the purpose of locating and sealing wells. e. Methamphetamine Disclosure Certificate. f. Any other documents reasonably required by the Buyer's title insurance company or attorney to evidence that title to the Property is marketable and that the Seller has complied with the terms of this Agreement. 3. Contingencies. The Buyer's obligation to buy is contingent upon the following: a. The Buyer's determination of marketable title pursuant to paragraph 4 of this Agreement; b. The Buyer's determination, in its sole discretion, that the results of any environmental investigation of the Property conducted pursuant to this Agreement are satisfactory to the Buyer; and c. Approval of this Agreement by the Buyer's Board. The Buyer shall have until the Closing Date to remove the foregoing contingencies. The contingencies at a. and b. are solely for the benefit of the Buyer and may be waived by the Buyer. The contingency at c. may not be waived by either party. If the Buyer or its attorney gives written 2 525527v2 SJS EL185-48 notice to the Seller that the contingencies at a., b. and c. are duly satisfied or waived, the Buyer and the Seller shall proceed to close the transaction as contemplated herein. If one or more of the Buyer's or the Seller's contingencies is not satisfied, or is not satisfied on time, and is not waived, this Agreement shall thereupon be void at the written option of the Buyer and the Seller shall return the Earnest Money to the Buyer, and the Buyer and the Seller shall execute and deliver to each other a termination of this Agreement. As a contingent Agreement, the termination of this Agreement is not required pursuant to Minnesota Statutes, Section 559.21, et. seq. 4. Title Examination/Curing Title Defects. As soon as reasonably possible after execution of this Agreement by both parties: (a) The Seller shall surrender any abstract of title, certificate of title, or a copy of any owner's title insurance policy for the Property, if in the Seller's possession or control, to the Buyer or to the Buyer's designated title service provider; and (b) The Buyer shall obtain the title evidence determined necessary or desirable by the Buyer. The Buyer shall have 20 days from the date it receives such title evidence and a fully executed Purchase Agreement to raise any objections to title it may have. Objections not made within such time will be deemed waived. The Seller shall have 90 days from the date of such objection to affect a cure; provided, however, that the Seller shall have no obligation to cure any objections, and may inform the Buyer of such. The Buyer may then elect to close notwithstanding the uncured objections or declare this Agreement null and void, and the parties will thereby be released from any further obligation hereunder. 5. Environmental Investigation. The Seller warrants that the Property has not been used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product during the period of time the Seller has owned the Property. The Seller further warrants that the Seller has no knowledge or information of any fact which would indicate the Property was used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product prior to the date the Seller purchased the Property. The Seller hereby grants to the Buyer and the Buyer's agents a license to enter and evaluate the Property for the purpose of conducting an environmental assessment. Further, the Buyer or the Buyer's agent shall have the right pursuant to the license to bring persons and equipment onto the Property, make inspections and perform tests and analyses as the Buyer may deem reasonable to determine the presence of any toxic or hazardous waste, substance, or petroleum product or asbestos product, and ascertain soil conditions on the Property. The Buyer shall bear the cost of the environmental assessment. If the results of the environmental assessment are not to the satisfaction of the Buyer,the Buyer at its sole discretion may cancel this Agreement. If the Buyer cancels this Agreement pursuant to this provision, the Buyer shall restore the Property to its original condition or nearly so as is reasonably practicable. 3 525527v2 SJS EL185-48 6. Real Estate Taxes and Special Assessments. Real estate taxes payable in the year of closing will be prorated between the Buyer and the Seller to the Closing Date. The Seller shall pay all real estate taxes payable in previous years. The Buyer shall pay the entire unpaid balance of special assessments, and all installments of special assessments levied and pending, including special assessments installments payable after the year of closing. The Buyer also agrees to pay all assessments related to service charges furnished to the Property prior to the Closing Date (e.g., delinquent water or sewer bills, removed or diseased trees), including those charges levied, pending, or certified to taxes payable in the year of closing. If closing occurs prior to the date the amount of real estate taxes due in the year of closing are available from Sherburne County,the current year's taxes will be prorated based on the amount due in the prior year. 7. Closing Date. The Closing Date will be on or before July 2, 2018. Delivery of all papers and the closing shall be made at the offices of Buyer, 13065 Orono Parkway, Elk River, MN 55330, or at such other location as is mutually agreed upon by the parties. All deliveries and notices to the Buyer shall be made to the above address and marked to the attention of Amanda Othoudt. 8. Possession/Utilities/Removal of Property/Escrow. (a) Possession. The Seller agrees to deliver possession of the Property not later than the Closing Date. (b) Utilities. City water and sewer charges, electricity and natural gas charges, fuel oil and liquid petroleum gas shall be pro-rated between the parties as of the Closing Date. The Seller shall arrange for final readings as of the Closing Date. (c) Fixtures and Materials. The Seller shall have the opportunity to salvage any fixtures or materials from the building on the Property provided that the building is left secure and provided that the removal does not create any hazardous conditions. The Seller assumes all risk in undertaking any salvage operations. The Seller shall pay for all costs of salvage operations in full prior to closing and shall not permit the attachment of any lien or encumbrance on the Property as a result of this or other work thereon. (d) Personal Property and Debris. The Seller must remove all debris and personal property not included in this sale, including, all furniture from the Property prior to closing. The Seller is not required to remove any window treatments or appliances. The Buyer may inspect the Property immediately prior to closing in order to ensure that removal of all debris and personal property has been completed. (e) Escrow. In the event that removal of debris and personal property has not been completed by the Seller at closing, the Buyer may require that funds be retained from the purchase price for the Property as an escrow for payment of the estimated cost of debris and personal property removal and disposal charges. The Buyer may also require that funds be retained from the purchase price for payment of utility charges. The retained amount(s), less deductions provided for this in paragraph 8, will be delivered to the Seller no later than 60 days 4 525527v2 SJS EL185-48 following the Closing Date or delivery of possession, whichever is later. Said funds shall be held by Kennedy & Graven, Chartered, as Escrow Agent, pursuant to the terms of the Escrow Agreement attached here as Exhibit B. The provisions of this paragraph shall not merge with the deed and shall survive closing on the Property. (f) Amounts Due. The Buyer's ability to deduct amounts due under this paragraph from the retained escrow is not exclusive but is in addition to the Buyer's rights at law and equity to collect such amounts from the Seller. The Seller is responsible for the amounts due under this paragraph even if. (i) the Buyer neglects to deduct the amount from escrow; or (ii) the escrowed amount is insufficient to pay all amounts due under this paragraph 8. 9. Seller Warranties. The Seller hereby represents and warrants to the Buyer as of the Closing Date that: (a) Title. The Seller has good, indefeasible, and marketable fee simple title to the Property. (b) Condemnation. There is no pending or, to the actual knowledge of the Seller, threatened condemnation or similar proceeding affecting the Property or any portion thereof, and the Seller has no actual knowledge that any such action is contemplated. (c) Defects. The Seller is not aware of any latent or patent defects in the Property, such as sinkholes, weak soils, unrecorded easements, or restrictions. (d) Legal Compliance. The Seller has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Property and the Seller shall continue to comply with such laws, ordinances, regulations, statutes, rules, and restrictions. (e) Legal Capacity. The Seller has the legal capacity to enter into this Agreement. The Seller has not bled, voluntarily or involuntarily, for bankruptcy relief within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against the Seller within the last year. (f) Sewer and Water. The Seller warrants that the Property is connected to City sewer and City water. (g) Mechanics' Liens. The Seller warrants that,prior to the closing,the Seller shall pay in full all amounts due for labor, materials, machinery, fixtures, or tools furnished within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any structure upon or improvement to the Property. (h) Legal Proceedings. There are no legal actions, suits, or other legal or administrative proceedings, pending or threatened, that affect the Property or any portion thereof, and the Seller has no knowledge that any such action is presently contemplated. 5 525527v2 SJS EL185-48 (i) Leases. The Seller represents that the Property is currently being leased to . The Seller will provide the tenant with required notice of its intent to terminate the lease and will terminate the lease prior to the Closing Date. With the exception of this lease, the Seller represents that there are no other third parties in possession of the Property, or any part thereof, and that there are no other leases, oral or written affecting the Property or any part thereof. 0) Broker Commission. The Buyer represents to the Seller that it has not utilized the services of any real estate broker or agent in connection with this Agreement or the transaction contemplated by this Agreement. The Seller represents to the Buyer that the Seller has not utilized the services of any real estate broker or agent in connection with this Agreement or the transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against and in respect of any such obligation and liability based in any way upon agreements, arrangements, or understandings made or claimed to have been made by the party with any third person. (k) Structures. To the best of the Seller's knowledge, the buildings, if any, are entirely within the boundary lines of the Property. The parties acknowledge that the Property is being sold in "as is" condition relating to the structural, operational, and mechanical systems. (1) Foreign Status. The Seller is not "foreign person" as such term is defined in the Internal Revenue Code. (m) Methamphetamine Production. To the best of the Seller's knowledge, methamphetamine production has not occurred on the Property. (n) Refuse and Hazardous Materials. The Seller has not performed and has no actual knowledge of any excavation, dumping, or burial of any refuse materials or debris of any nature whatsoever on the Property. To the Seller's best actual knowledge and belief, there are no "Hazardous Materials" (as hereinafter defined) on the Property that would subject the Buyer to any liability under either federal or state laws, including, but not limited to, the disposal of any foreign objects or materials upon or in the Property, lawful or otherwise. Without limiting the generality of the foregoing, the Seller represents and warrants to the Buyer that, to the Seller's best actual knowledge and belief. 1. The Property is not now and has never been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process, or in any manner deal with Hazardous Materials; 2. No Hazardous Materials have ever been installed, placed, or in any manner handled or dealt with on the Property; 3. There are no underground or aboveground storage tanks on the Property; 4. Neither the Seller nor any prior owner of the Property or any tenant, subtenant, occupant, prior tenant, prior subtenant, prior occupant, or person (collectively, "Occupant") has received any notice or advice from any governmental agency or 6 525527v2 SJS EL185-48 any other Occupant with regard to Hazardous Materials on, from, or affecting the Property. The term "Hazardous Materials" as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or material as may be defined as a hazardous or toxic substance by any federal, state, or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act, as amended (42 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. C. Section 1251, et seq.), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) and in the regulations adopted and publications promulgated pursuant thereto. The Seller's representations and warranties set forth in this Section shall be continuing and are deemed to be material to the Buyer's execution of this Purchase Agreement and the Buyer's performance of its obligations hereunder. All such representations and warranties shall be true and correct on and as of the Closing Date with the same force and effect as if made at that time; and all of such representations and warranties shall survive the closing and any cancellation or termination of this Purchase Agreement, and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto. The Seller agrees to defend, indemnify, and hold the Buyer harmless for, from, and against any loss, costs, damages, expenses, obligations, and attorneys' fees incurred should an assertion, claim, demand, action, or cause of action be instituted, made, or taken, which is contrary to or inconsistent with the representations or warranties contained herein. 10. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) title insurance premium costs; (b) the recording fee for the deed transferring title to the Buyer; (c) any survey or environmental investigation costs incurred by it; (d) any transfer taxes, recording fees and Well Disclosure fees required to enable the Buyer to record its deed from the Seller under this Agreement; (e) title evidence and updating costs; and (f) the closing fee charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement. The Seller will pay any fees and charges related to the filing of any instrument required to make title marketable. Each party shall pay its own attorney fees. 11. Inspections. From the date of this Agreement to the Closing Date, the Buyer, its employees and agents, shall be entitled to enter upon the Property to conduct such surveying, inspections, investigations, soil borings, and testing, and drilling, monitoring, sampling, and testing of groundwater monitoring wells, as the Buyer shall elect; provided, that the Seller is given at least 24 hours' notice. 12. Relocation Benefits; Indemnification. The Seller acknowledges that the Seller is being displaced from the Property as a result of the transaction contemplated by this Purchase Agreement and that the Seller is eligible for relocation assistance and benefits and that the Purchase Price includes compensation for any and all relocation assistance and benefits for 7 525527v2 SJS EL185-48 which the Seller may be eligible and the Seller agrees to waive any and all further relocation assistance benefits. The provisions of this paragraph shall survive closing of the transaction contemplated by this Purchase Agreement. 13. Risk of Loss. If there is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on the Seller. If the Property is destroyed or substantially damaged before the Closing Date,this Agreement may become null and void, at the Buyer's option. At the request of the Buyer, the Seller agrees to sign a cancellation of Agreement. 14. Default/Remedies. If the Buyer defaults in any of the covenants herein, the Seller may terminate this Agreement, and on such termination all payments made hereunder shall be retained by the Seller as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to enforce specific performance of this Agreement, provided this Agreement has not terminated and action to enforce specific performance is commenced within six months after such right of action arises. In the event the Buyer defaults in its performance of the terms of this Agreement and Notice of Cancellation is served upon Buyer pursuant to Minn. Stat. Section 559.21, the termination period shall be thirty (30) days as permitted by Minn. Stat., Section 559.21, Subd. 4. 15. Notice. Any notice, demand, request or other communication which may or shall be given or served by the parties, shall be deemed to have been given or served on the date the same is personally served upon one of the following indicated recipients for notices or is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid and addressed as follows: SELLER: Ronald J. and Lori L. Touchette Attn: Ron Touchette 7078 E Fish Lake Road Maple Grove, MN 55311 BUYER: Housing and Redevelopment Authority of the City of Elk River Attn: Amanda Othoudt 13065 Orono Parkway Elk River, MN 55330 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 16. Section 1031 Exchange. If the Seller desires to have this transaction constitute a like-kind exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, the Buyer agrees to cooperate with the Seller in order to effectuate and facilitate such an exchange, provided that: (a) the exchange does not delay the Closing under this Agreement; and (b) the Buyer does not incur any additional liability as a result of its 8 525527v2 SJS EL185-48 cooperation. In particular, the Seller may assign its rights under this Agreement prior to Closing to a "Qualified Intermediary," as that term is defined in applicable Treasury Regulations; and the Buyer will, upon request of the Seller, pay the balance of the Purchase Price to the Qualified Intermediary designated by the Seller. 17. Entire Agreement. This Agreement, Exhibits, and other amendments signed by the parties, shall constitute the entire Agreement between the Seller and the Buyer and supersedes any other written or oral agreements between the parties relating to the Property. This Agreement can be modified only in a writing properly signed on behalf of the Seller and the Buyer; except that the Closing Date may be extended up to six months by written agreement of the Seller and the Buyer without further approval by Buyer's Board. The Buyer's staff is hereby authorized to execute agreements to extend the Closing Date up to six months from the Closing Date at paragraph 7 above. 18. Survival. Notwithstanding any other provisions of law or court decision to the contrary,the provisions of this Agreement shall survive closing. 18. Binding Effect. This Purchase Agreement binds and benefits the parties and their heirs, successors and assigns. 9 525527v2 SJS EL185-48 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year above. Buyer: Seller: The Housing and Redevelopment Ronald J. and Lori L. Touchette Authority of the City of Elk River By: By: Its: Its: By: By: Its: Its: io 525527v2 SJS EL185-48 EXHIBIT A Legal Description of the Property Lot 10, Block 1, Auditor's Subdivision No. 5, Sherburne County, Minnesota. A-1 525527v2 SJS EL185-48 EXHIBIT B Escrow Agreement THIS AGREEMENT entered into this day of , 2018, by and between Ronald J. and Lori L. Touchette, (the "Seller"), the HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic under the laws of the State of Minnesota (the"Buyer"), and KENNEDY & GRAVEN, CHARTERED ("Escrow Agent"or"Agent"). RECITALS A. The Seller and the Buyer have entered into a Purchase Agreement dated June , 2018 (the "Purchase Agreement") for the sale of property located at 414 Main Street NW, Elk River, Minnesota and legally described on the attached Exhibit One (the"Property"). B. The parties desire to close the sale of the Property on or before July , 2018. AGREEMENT The parties agree as follows: I. Delivery of Possession. The Seller shall deliver possession of the Property to the Buyer in accordance with the Purchase Agreement entered into by the parties. The Purchase Agreement requires the Seller to pay all utilities and to remove all personal property and debris from the Property upon closing. 2. Escrow. (a) Upon closing and execution of this Agreement, the Seller agrees to deposit into escrow the sum of (the "Escrowed Funds") from the purchase price,to be held by Agent in a non-interest bearing account. (b) Within seven days after requested by Agent, the Buyer shall provide to Agent (with copy to the Seller) evidence of expenses incurred for the removal and disposal of any personal property and debris and for payment of utility charges for services provided to the Property prior to date of possession, if any. Agent shall reimburse the Buyer for the incurred expenses from the Escrowed Funds within seven days following receipt of such evidence from the Buyer. (c) Agent shall deliver to the Seller the balance of the Escrowed Funds on deposit, less deductions provided for in paragraph 2(b) above, no later than 30 days following vacation of the Property by the Seller. (d) The sole duties of Agent shall be those described herein, and Agent shall be under no obligation to determine whether the other parties hereto are B-1 525527v2 SJS EL185-48 complying with any requirements of law or the terms and conditions of any other agreements among said parties. Agent shall have no duty or liability to verify any amounts deducted from the retained amount and Agent's sole responsibility shall be to act expressly as set forth in this Escrow Agreement. 3. Escrow Agent Liability- The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting on any notice believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, and its sole responsibility shall be to act expressly as set forth in this Escrow Agreement. The Seller and the Buyer understand that Agent is legal counsel to the Buyer and each consents to Agent's serving as Escrow Agent notwithstanding such representation. In the event Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old Republic National Title Insurance Company or such other Escrow Agent acceptable to the Seller and the Buyer. The Seller consents to Agent's continued representation of the Buyer after a deposit is made, and the Buyer agrees to pay all escrow fees charged by the substitute Escrow Agent. 4. Notices to be sent to the parties to this Agreement shall be sent by mail or personal delivery to: SELLER: Ronald J. and Lori L. Touchette Attn: Ron Touchette 7078 E Fish Lake Road Maple Grove, MN 55311 BUYER: Housing and Redevelopment Authority of the City of Elk River Attn: Amanda Othoudt 13065 Orono Parkway Elk River, MN 55330 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 B-2 525527v2 SJS EL185-48 IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above. SELLER: BUYER: Ronald J. and Lori L. Touchette HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER By: By: Its: Its: By: By: Its: Its: ESCROW AGENT: KENNEDY& GRAVEN, CHARTERED By: B-3 525527v2 SJS EL185-48 Exhibit One Legal Description of the Property Lot 10, Block 1, Auditor's Subdivision No. 5, Sherbune County, Minnesota. B-4 52552742 SJS EL185-48 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement") is made as of this day of June , 2018, by and between Ronald J. and Lori L. Touchette(the"Seller") and the Housing and Redevelopment Authority of the City of Elk River, a public body corporate and politic under the laws of the State of Minnesota(the "Buyer"). RECITALS The Seller is the owner of property located at: 430 Main Street NW, Elk River, Minnesota, which is legally described on the attached Exhibit A (the "Property"). AGREEMENT 1. Offer/Acceptance for Sale of Property. The Seller agrees to sell to Buyer the Property and Buyer agrees to purchase the same, according to the terms of this Agreement. 2. Purchase Price for Property and Terms. A. PURCHASE PRICE: The total purchase price for the Property is One Hundred and Sixty Thousand and 00/100ths Dollars ($160,000.00) (the "Purchase Price"). B. TERMS: (1): EARNEST MONEY. The sum of One Thousand Dollars ($1,000.00) (the "Earnest Money") shall be paid by the Buyer to the Seller, receipt of which is hereby acknowledged by the Seller. (2): BALANCE DUE SELLER. The Buyer agrees to pay by check or electronic transfer of funds on the date of closing on the Property (the "Closing Date") any remaining balance of the Purchase Price due to the Seller according to the terms of this Agreement. (3): DEED/MARKETABLE TITLE. Subject to performance by the Buyer, the Seller agrees to execute and deliver a Warranty Deed conveying marketable title to the Property to the Buyer, subject only to the following exceptions: a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if any. C. Public utility and drainage easements of record which will not 1 525535v2 SJS EL185-48 interfere with the Buyer's intended use of the Property. (4): DOCUMENTS TO BE DELIVERED AT CLOSING BY THE SELLER. In addition to the Warranty Deed required at paragraph 2B(3) above, the Seller shall deliver to the Buyer: a. Standard form Affidavit of Seller. b. A "bring-down" certificate, certifying that all of the warranties made by Seller in this Agreement remain true as of the Closing Date. C. Certificate that the Seller is not a foreign national. d. Well disclosure certification, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to paragraph 2B(3) above must include the following statement: "The Seller certifies that the Seller does not know of any wells on the described real property." The Seller agrees to have all wells located on the Property, which are not in use, sealed by a licensed well contractor at the Seller's expense prior to closing. If the circumstances prohibit locating and sealing wells prior to closing, the Seller agrees to escrow funds on the Closing Date for the purpose of locating and sealing wells. e. Methamphetamine Disclosure Certificate. f. Any other documents reasonably required by the Buyer's title insurance company or attorney to evidence that title to the Property is marketable and that the Seller has complied with the terms of this Agreement. 3. Contingencies. The Buyer's obligation to buy is contingent upon the following: a. The Buyer's determination of marketable title pursuant to paragraph 4 of this Agreement; b. The Buyer's determination, in its sole discretion, that the results of any environmental investigation of the Property conducted pursuant to this Agreement are satisfactory to the Buyer; and c. Approval of this Agreement by the Buyer's Board. The Buyer shall have until the Closing Date to remove the foregoing contingencies. The contingencies at a. and b. are solely for the benefit of the Buyer and may be waived by the Buyer. The contingency at c. may not be waived by either party. If the Buyer or its attorney gives written 2 525535v2 SJS EL185-48 notice to the Seller that the contingencies at a., b. and c. are duly satisfied or waived, the Buyer and the Seller shall proceed to close the transaction as contemplated herein. If one or more of the Buyer's or the Seller's contingencies is not satisfied, or is not satisfied on time, and is not waived, this Agreement shall thereupon be void at the written option of the Buyer and the Seller shall return the Earnest Money to the Buyer, and the Buyer and the Seller shall execute and deliver to each other a termination of this Agreement. As a contingent Agreement, the termination of this Agreement is not required pursuant to Minnesota Statutes, Section 559.21, et. seq. 4. Title Examination/Curing Title Defects. As soon as reasonably possible after execution of this Agreement by both parties: (a) The Seller shall surrender any abstract of title, certificate of title, or a copy of any owner's title insurance policy for the Property, if in the Seller's possession or control, to the Buyer or to the Buyer's designated title service provider; and (b) The Buyer shall obtain the title evidence determined necessary or desirable by the Buyer. The Buyer shall have 20 days from the date it receives such title evidence and a fully executed Purchase Agreement to raise any objections to title it may have. Objections not made within such time will be deemed waived. The Seller shall have 90 days from the date of such objection to affect a cure; provided, however, that the Seller shall have no obligation to cure any objections, and may inform the Buyer of such. The Buyer may then elect to close notwithstanding the uncured objections or declare this Agreement null and void, and the parties will thereby be released from any further obligation hereunder. 5. Environmental Investigation. The Seller warrants that the Property has not been used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product during the period of time the Seller has owned the Property. The Seller further warrants that the Seller has no knowledge or information of any fact which would indicate the Property was used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product prior to the date the Seller purchased the Property. The Seller hereby grants to the Buyer and the Buyer's agents a license to enter and evaluate the Property for the purpose of conducting an environmental assessment. Further, the Buyer or the Buyer's agent shall have the right pursuant to the license to bring persons and equipment onto the Property, make inspections and perform tests and analyses as the Buyer may deem reasonable to determine the presence of any toxic or hazardous waste, substance, or petroleum product or asbestos product, and ascertain soil conditions on the Property. The Buyer shall bear the cost of the environmental assessment. If the results of the environmental assessment are not to the satisfaction of the Buyer,the Buyer at its sole discretion may cancel this Agreement. If the Buyer cancels this Agreement pursuant to this provision, the Buyer shall restore the Property to its original condition or nearly so as is reasonably practicable. 3 525535v2 SJS EL185-48 6. Real Estate Taxes and Special Assessments. Real estate taxes payable in the year of closing will be prorated between the Buyer and the Seller to the Closing Date. The Seller shall pay all real estate taxes payable in previous years. The Buyer shall pay the entire unpaid balance of special assessments, and all installments of special assessments levied and pending, including special assessments installments payable after the year of closing. The Buyer also agrees to pay all assessments related to service charges furnished to the Property prior to the Closing Date (e.g., delinquent water or sewer bills, removed or diseased trees), including those charges levied, pending, or certified to taxes payable in the year of closing. If closing occurs prior to the date the amount of real estate taxes due in the year of closing are available from Sherburne County,the current year's taxes will be prorated based on the amount due in the prior year. 7. Closing Date. The Closing Date will be on or before July 2, 2018. Delivery of all papers and the closing shall be made at the offices of Buyer, 13065 Orono Parkway, Elk River, MN 55330, or at such other location as is mutually agreed upon by the parties. All deliveries and notices to the Buyer shall be made to the above address and marked to the attention of Amanda Othoudt. 8. Possession/Utilities/Removal of Property/Escrow. (a) Possession. The Seller agrees to deliver possession of the Property not later than the Closing Date. (b) Utilities. City water and sewer charges, electricity and natural gas charges, fuel oil and liquid petroleum gas shall be pro-rated between the parties as of the Closing Date. The Seller shall arrange for final readings as of the Closing Date. (c) Fixtures and Materials. The Seller shall have the opportunity to salvage any fixtures or materials from the building on the Property provided that the building is left secure and provided that the removal does not create any hazardous conditions. The Seller assumes all risk in undertaking any salvage operations. The Seller shall pay for all costs of salvage operations in full prior to closing and shall not permit the attachment of any lien or encumbrance on the Property as a result of this or other work thereon. (d) Personal Property and Debris. The Seller must remove all debris and personal property not included in this sale, including, all furniture from the Property prior to closing. The Seller is not required to remove any window treatments or appliances. The Buyer may inspect the Property immediately prior to closing in order to ensure that removal of all debris and personal property has been completed. (e) Escrow. In the event that removal of debris and personal property has not been completed by the Seller at closing, the Buyer may require that funds be retained from the purchase price for the Property as an escrow for payment of the estimated cost of debris and personal property removal and disposal charges. The Buyer may also require that funds be retained from the purchase price for payment of utility charges. The retained amount(s), less deductions provided for this in paragraph 8, will be delivered to the Seller no later than 60 days 4 525535v2 SJS EL185-48 following the Closing Date or delivery of possession, whichever is later. Said funds shall be held by Kennedy & Graven, Chartered, as Escrow Agent, pursuant to the terms of the Escrow Agreement attached here as Exhibit B. The provisions of this paragraph shall not merge with the deed and shall survive closing on the Property. (f) Amounts Due. The Buyer's ability to deduct amounts due under this paragraph from the retained escrow is not exclusive but is in addition to the Buyer's rights at law and equity to collect such amounts from the Seller. The Seller is responsible for the amounts due under this paragraph even if. (i) the Buyer neglects to deduct the amount from escrow; or (ii) the escrowed amount is insufficient to pay all amounts due under this paragraph 8. 9. Seller Warranties. The Seller hereby represents and warrants to the Buyer as of the Closing Date that: (a) Title. The Seller has good, indefeasible, and marketable fee simple title to the Property. (b) Condemnation. There is no pending or, to the actual knowledge of the Seller, threatened condemnation or similar proceeding affecting the Property or any portion thereof, and the Seller has no actual knowledge that any such action is contemplated. (c) Defects. The Seller is not aware of any latent or patent defects in the Property, such as sinkholes, weak soils, unrecorded easements, or restrictions. (d) Legal Compliance. The Seller has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Property and the Seller shall continue to comply with such laws, ordinances, regulations, statutes, rules, and restrictions. (e) Legal Capacity. The Seller has the legal capacity to enter into this Agreement. The Seller has not bled, voluntarily or involuntarily, for bankruptcy relief within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against the Seller within the last year. (f) Sewer and Water. The Seller warrants that the Property is connected to City sewer and City water. (g) Mechanics' Liens. The Seller warrants that,prior to the closing,the Seller shall pay in full all amounts due for labor, materials, machinery, fixtures, or tools furnished within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any structure upon or improvement to the Property. (h) Legal Proceedings. There are no legal actions, suits, or other legal or administrative proceedings, pending or threatened, that affect the Property or any portion thereof, and the Seller has no knowledge that any such action is presently contemplated. 5 525535v2 SJS EL185-48 (i) Leases. The Seller represents that the Property is currently being leased to . The Seller will provide the tenant with required notice of its intent to terminate the lease and will terminate the lease prior to the Closing Date. With the exception of this lease, the Seller represents that there are no other third parties in possession of the Property, or any part thereof, and that there are no other leases, oral or written affecting the Property or any part thereof. 0) Broker Commission. The Buyer represents to the Seller that it has not utilized the services of any real estate broker or agent in connection with this Agreement or the transaction contemplated by this Agreement. The Seller represents to the Buyer that the Seller has not utilized the services of any real estate broker or agent in connection with this Agreement or the transaction contemplated by this Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against and in respect of any such obligation and liability based in any way upon agreements, arrangements, or understandings made or claimed to have been made by the party with any third person. (k) Structures. To the best of the Seller's knowledge, the buildings, if any, are entirely within the boundary lines of the Property. The parties acknowledge that the Property is being sold in "as is" condition relating to the structural, operational, and mechanical systems. (1) Foreign Status. The Seller is not "foreign person" as such term is defined in the Internal Revenue Code. (m) Methamphetamine Production. To the best of the Seller's knowledge, methamphetamine production has not occurred on the Property. (n) Refuse and Hazardous Materials. The Seller has not performed and has no actual knowledge of any excavation, dumping, or burial of any refuse materials or debris of any nature whatsoever on the Property. To the Seller's best actual knowledge and belief, there are no "Hazardous Materials" (as hereinafter defined) on the Property that would subject the Buyer to any liability under either federal or state laws, including, but not limited to, the disposal of any foreign objects or materials upon or in the Property, lawful or otherwise. Without limiting the generality of the foregoing, the Seller represents and warrants to the Buyer that, to the Seller's best actual knowledge and belief. 1. The Property is not now and has never been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process, or in any manner deal with Hazardous Materials; 2. No Hazardous Materials have ever been installed, placed, or in any manner handled or dealt with on the Property; 3. There are no underground or aboveground storage tanks on the Property; 4. Neither the Seller nor any prior owner of the Property or any tenant, subtenant, occupant, prior tenant, prior subtenant, prior occupant, or person (collectively, "Occupant") has received any notice or advice from any governmental agency or 6 525535v2 SJS EL185-48 any other Occupant with regard to Hazardous Materials on, from, or affecting the Property. The term "Hazardous Materials" as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or material as may be defined as a hazardous or toxic substance by any federal, state, or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act, as amended (42 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. C. Section 1251, et seq.), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) and in the regulations adopted and publications promulgated pursuant thereto. The Seller's representations and warranties set forth in this Section shall be continuing and are deemed to be material to the Buyer's execution of this Purchase Agreement and the Buyer's performance of its obligations hereunder. All such representations and warranties shall be true and correct on and as of the Closing Date with the same force and effect as if made at that time; and all of such representations and warranties shall survive the closing and any cancellation or termination of this Purchase Agreement, and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto. The Seller agrees to defend, indemnify, and hold the Buyer harmless for, from, and against any loss, costs, damages, expenses, obligations, and attorneys' fees incurred should an assertion, claim, demand, action, or cause of action be instituted, made, or taken, which is contrary to or inconsistent with the representations or warranties contained herein. 10. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) title insurance premium costs; (b) the recording fee for the deed transferring title to the Buyer; (c) any survey or environmental investigation costs incurred by it; (d) any transfer taxes, recording fees and Well Disclosure fees required to enable the Buyer to record its deed from the Seller under this Agreement; (e) title evidence and updating costs; and (f) the closing fee charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement.. The Seller will pay any fees and charges related to the filing of any instrument required to make title marketable. Each party shall pay its own attorney fees. 11. Inspections. From the date of this Agreement to the Closing Date, the Buyer, its employees and agents, shall be entitled to enter upon the Property to conduct such surveying, inspections, investigations, soil borings, and testing, and drilling, monitoring, sampling, and testing of groundwater monitoring wells, as the Buyer shall elect; provided, that the Seller is given at least 24 hours' notice. 12. Relocation Benefits; Indemnification. The Seller acknowledges that the Seller is being displaced from the Property as a result of the transaction contemplated by this Purchase Agreement and that the Seller is eligible for relocation assistance and benefits and that the Purchase Price includes compensation for any and all relocation assistance and benefits for 7 525535v2 SJS EL185-48 which the Seller may be eligible and the Seller agrees to waive any and all further relocation assistance benefits. The provisions of this paragraph shall survive closing of the transaction contemplated by this Purchase Agreement. 13. Risk of Loss. If there is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on the Seller. If the Property is destroyed or substantially damaged before the Closing Date,this Agreement may become null and void, at the Buyer's option. At the request of the Buyer, the Seller agrees to sign a cancellation of Agreement. 14. Default/Remedies. If the Buyer defaults in any of the covenants herein, the Seller may terminate this Agreement, and on such termination all payments made hereunder shall be retained by the Seller as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to enforce specific performance of this Agreement, provided this Agreement has not terminated and action to enforce specific performance is commenced within six months after such right of action arises. In the event the Buyer defaults in its performance of the terms of this Agreement and Notice of Cancellation is served upon Buyer pursuant to Minn. Stat. Section 559.21, the termination period shall be thirty (30) days as permitted by Minn. Stat., Section 559.21, Subd. 4. 15. Notice. Any notice, demand, request or other communication which may or shall be given or served by the parties, shall be deemed to have been given or served on the date the same is personally served upon one of the following indicated recipients for notices or is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid and addressed as follows: SELLER: Ronald J. and Lori L. Touchette Attn: Lori Touchette 7078 E Fish Lake Road Maple Grove, MN 55311 BUYER: Housing and Redevelopment Authority of the City of Elk River Attn: Amanda Othoudt 13065 Orono Parkway Elk River, MN 55330 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 16. Section 1031 Exchange. If the Seller desires to have this transaction constitute a like-kind exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, the Buyer agrees to cooperate with the Seller in order to effectuate and facilitate such an exchange, provided that: (a) the exchange does not delay the Closing under this Agreement; and (b) the Buyer does not incur any additional liability as a result of its 8 525535v2 SJS EL185-48 cooperation. In particular, the Seller may assign its rights under this Agreement prior to Closing to a "Qualified Intermediary," as that term is defined in applicable Treasury Regulations; and the Buyer will, upon request of the Seller, pay the balance of the Purchase Price to the Qualified Intermediary designated by the Seller. 17. Entire Agreement. This Agreement, Exhibits, and other amendments signed by the parties, shall constitute the entire Agreement between the Seller and the Buyer and supersedes any other written or oral agreements between the parties relating to the Property. This Agreement can be modified only in a writing properly signed on behalf of the Seller and the Buyer; except that the Closing Date may be extended up to six months by written agreement of the Seller and the Buyer without further approval by Buyer's Board. The Buyer's staff is hereby authorized to execute agreements to extend the Closing Date up to six months from the Closing Date at paragraph 7 above. 18. Survival. Notwithstanding any other provisions of law or court decision to the contrary,the provisions of this Agreement shall survive closing. 18. Binding Effect. This Purchase Agreement binds and benefits the parties and their heirs, successors and assigns. 9 525535v2 SJS EL185-48 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year above. Buyer: Seller: The Housing and Redevelopment Ronald J. and Lori L. Touchette Authority of the City of Elk River By: By: Its: Its: By: By: Its: Its: io 525535v2 SJS EL185-48 EXHIBIT A Legal Description of the Property Lot 7, Block 1, Auditor's Subdivision No. 5, Sherburne County, Minnesota. A-1 525535v2 SJS EL185-48 EXHIBIT B Escrow Agreement THIS AGREEMENT entered into this day of , 2018, by and between Ronald J. and Lori L. Touchette (the "Seller"), the HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic under the laws of the State of Minnesota (the"Buyer"), and KENNEDY & GRAVEN, CHARTERED ("Escrow Agent"or"Agent"). RECITALS A. The Seller and the Buyer have entered into a Purchase Agreement dated June , 2018 (the "Purchase Agreement") for the sale of property located at 430 Main Street NW, Elk River, Minnesota and legally described on the attached Exhibit One (the"Property"). B. The parties desire to close the sale of the Property on or before July , 2018. AGREEMENT The parties agree as follows: I. Delivery of Possession. The Seller shall deliver possession of the Property to the Buyer in accordance with the Purchase Agreement entered into by the parties. The Purchase Agreement requires the Seller to pay all utilities and to remove all personal property and debris from the Property upon closing. 2. Escrow. (a) Upon closing and execution of this Agreement, the Seller agrees to deposit into escrow the sum of (the "Escrowed Funds") from the purchase price,to be held by Agent in a non-interest bearing account. (b) Within seven days after requested by Agent, the Buyer shall provide to Agent (with copy to the Seller) evidence of expenses incurred for the removal and disposal of any personal property and debris and for payment of utility charges for services provided to the Property prior to date of possession, if any. Agent shall reimburse the Buyer for the incurred expenses from the Escrowed Funds within seven days following receipt of such evidence from the Buyer. (c) Agent shall deliver to the Seller the balance of the Escrowed Funds on deposit, less deductions provided for in paragraph 2(b) above, no later than 30 days following vacation of the Property by the Seller. (d) The sole duties of Agent shall be those described herein, and Agent shall be under no obligation to determine whether the other parties hereto are B-1 525535v2 SJS EL185-48 complying with any requirements of law or the terms and conditions of any other agreements among said parties. Agent shall have no duty or liability to verify any amounts deducted from the retained amount and Agent's sole responsibility shall be to act expressly as set forth in this Escrow Agreement. 3. Escrow Agent Liability- The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting on any notice believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, and its sole responsibility shall be to act expressly as set forth in this Escrow Agreement. The Seller and the Buyer understand that Agent is legal counsel to the Buyer and each consents to Agent's serving as Escrow Agent notwithstanding such representation. In the event Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old Republic National Title Insurance Company or such other Escrow Agent acceptable to the Seller and the Buyer. The Seller consents to Agent's continued representation of the Buyer after a deposit is made, and the Buyer agrees to pay all escrow fees charged by the substitute Escrow Agent. 4. Notices to be sent to the parties to this Agreement shall be sent by mail or personal delivery to: SELLER: Ronald J. and Lori L. Touchette Attn: Lori Touchette 7078 E Fish Lake Road Maple Grove, MN 55311 BUYER: Housing and Redevelopment Authority of the City of Elk River Attn: Amanda Othoudt 13065 Orono Parkway Elk River, MN 55330 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 B-2 525535v2 SJS EL185-48 IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above. SELLER: BUYER: Ronald J. and Lori L. Touchette HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER By: By: Its: Its: By: By: Its: Its: ESCROW AGENT: KENNEDY & GRAVEN, CHARTERED By: B-3 525535v2 SJS EL185-48 Exhibit One Legal Description of the Property Lot 7, Block 1, Auditor's Subdivision No. 5, Sherbune County, Minnesota. B-4 525535v2 SJS EL185-48 --7.2 . Hi t PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement') is made as of this —4s' day of June =, 2018, by and between ., (!he "SelleFR nald J. and Lori L. Touchette. married to each other (the "Sellers") and the Housing and Redevelopment Authority of the City of Elk River, a public body corporate and politic under the laws of the State of Minnesota (the "Buyer"). RECITALS The SelleF-isSellers are the whr owners of property located at: 430 Main Street NW, Elk River, Minnesota, which is legally described on the attached Exhibit A (the "Property"). AGREEMENT 1. Offer/Acceptance for Sale of Property. The Seller Sellers a ree to sell to Buyer the Property and Buyer agrees to purchase the same, according to the terms of this Agreement. 2. Purchase Price for Property and Terms. A. PURCHASE PRICE: The total purchase price for the Property is One Hundred and Sixty&i it Thousand and 00/100ths Dollars ($160,000.001%Q00.00) (the "Purchase Price"). B. TERMS: (1): EARNEST MONEY. The sum of One Thousand Dollars ($1,000.00) (the "Earnest Money") shall be paid by the Buyer to the SeNerSellers, receipt of which is hereby acknowledged by the Se11eFSellers. (2): BALANCE DUE SELLS SELLERS. The Buyer agrees to pay by check or electronic transfer of funds on the date of closing on the Property (the "Closing Date") any remaining balance of the Purchase Price due to the SellerSellers according to the terms of this Agreement. (3): DEED/MARKETABLE TITLE. Subject to performance by the Buyer, the Seller- e?Sellers aeree to execute and deliver a Warranty Deed conveying marketable title to the Property to the Buyer, subject only to the following exceptions: a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if any. Public utility and drainage easements of record which will not 525535v2 SJS EL18548 interfere with the Buyer's intended use of the Property. (4): DOCUMENTS TO BE DELIVERED AT CLOSING BY THE STSELLERS. In addition to the Warranty Deed required at paragraph 2B(3) above, the Sellers filers shall deliver to the Buyer: a. Standard form Af€idavifAffidavits of Seller. b. A "bring -down" certificate, certifying that all of the warranties made by SellerSellers in this Agreement remain true as of the Closing Date. C. Certificate that the Seller-isSellers are nota -foreign natienalnationals. d. Well disclosure certification, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to paragraph 2B(3) above must include the following statement: "The Seller eel4ifies5ellers certify that the Selma doe Sellers do not know of any wells on the described real property." The Se�T,esSellers agree to have all wells located on the Property, which are not in use, sealed by a licensed well contractor at the Seller° s lers' expense prior to closing. If the circumstances prohibit locating and sealing wells prior to closing, the Selie agreesSellers agree to escrow funds on the Closing Date for the purpose of locating and sealing wells. e. Methamphetamine Disclosure Certificate. f. Any other documents reasonably required by the Buyer's title insurance company or attorney to evidence that title to the Property is marketable and that the Se'��asSellershave complied with the terms of this Agreement. Contingencies. The Buyer's obligation to buy is contingent upon the following: a. The Buyer's determination of marketable title pursuant to paragraph 4 of this Agreement; b. The Buyer's determination, in its sole discretion, that the results of any environmental investigation of the Property conducted pursuant to this Agreement are satisfactory to the Buyer; and c. Approval of this Agreement by the Buyer's Board. The Buyer shall have until the Closing Date to remove the foregoing contingencies. The 525535J2 SJS ELI 85-48 contingencies at a. and b. are solely for the benefit of the Buyer and may be waived by the Buyer. The contingency at c. may not be waived by either party. If the Buyer or its attorney gives written notice to the SellerSellers that the contingencies at a., b. and c. are duly satisfied or waived, the Buyer and the &41erSellers shall proceed to close the transaction as contemplated herein. If one or more of the Buyer's or the Se}lerSelle 's contingencies is not satisfied, or is not satisfied on time, and is not waived, this Agreement shall thereupon be void at the written option of the Buyer and the SellerSellers shall return the Earnest Money to the Buyer, and the Buyer and the Seller 1 ers shall execute and deliver to each other a termination of this Agreement. As a contingent Agreement, the termination of this Agreement is not required pursuant to Minnesota Statutes, Section 559.21, et. seq. 4. Title Examination/Curing Title Defects. As soon as reasonably possible after execution of this Agreement by both parties: (a) The SellerSellers shall surrender any abstract of title, certificate of title, or a copy of any owner's title insurance policy for the Property, if in the Seller-IsSellers' possession or control, to the Buyer or to the Buyer's designated title service provider; and (b) The Buyer shall obtain the title evidence determined necessary or desirable by the Buyer. The Buyer shall have 20 days from the date it receives such title evidence and a fully executed Purchase Agreement to raise any objections to title it may have. Objections not made within such time will be deemed waived. The SellerSellers shall have 90 days from the date of such objection to affect a cure; provided, however, that the SellwSellers shall have no obligation to cure any objections, and may inform the Buyer of such. The Buyer may then elect to close notwithstanding the uncured objections or declare this Agreement null and void, and the parties will thereby be released from any further obligation hereunder. 5. Environmental Investigation. The Seller warrant sSellers warrant that the Property has not been used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product during the period of time the SeNer hasSellers have owned the Property. The SellerSellers further warrantswarrant that the Seller hasSellers have no knowledge or information of any fact which would indicate the Property was used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product prior to the date the Se1lerSellers purchased the Property. The gellerSellem hereby grawsgrant to the Buyer and the Buyer's agents a license to enter and evaluate the Property for the purpose of conducting an environmental assessment. Further, the Buyer or the Buyer's agent shall have the right pursuant to the license to bring persons and equipment onto the Property, make inspections and perform tests and analyses as the Buyer may deem reasonable to determine the presence of any toxic or hazardous waste, substance, or petroleum product or asbestos product, and ascertain soil conditions on the Property. The Buyer shall bear the cost of the environmental assessment. If the results of the environmental assessment are not to the satisfaction of the Buyer, the Buyer at its sole discretion may cancel this Agreement. 525535v2 SIS ELI 85-48 If the Buyer cancels this Agreement pursuant to this provision, the Buyer shall restore the Property to its original condition or nearly so as is reasonably practicable. 6. Real Estate Taxes and Special Assessments. Real estate taxes payable in the year of closing will be prorated between the Buyer and the Sek-fSellm to the Closing Date. The 961ekSellers shall pay all real estate taxes payable in previous years. The Buyer shall pay the entire unpaid balance of special assessments, and all installments of special assessments levied and pending, including special assessments installments payable after the year of closing. The Buyer also agrees to pay all assessments related to service charges famished to the Property prior to the Closing Date (e.g., delinquent water or sewer bills, removed or diseased trees), including those charges levied, pending, or certified to taxes payable in the year of closing. If closing occurs prior to the date the amount of real estate taxes due in the year of closing are available from Sherburne County, the current year's taxes will be prorated based on the amount due in the prior year. 7. Closing Date. The Closing Date will be on or before June,19-July 2 2018. Delivery of all papers and the closing shall be made at the offices of Buyer, 13065 Orono Parkway, Elk River, MN 55330, or at such other location as is mutually agreed upon by the parties. All deliveries and notices to the Buyer shall be made to the above address and marked to the attention of Amanda Othoudt. 8. Possession/Utilities/Removal of Property/Escrow. (a) Possession. The Seller agFeesSellers aeree to deliver possession of the Property not later than the Closing Date. (b) Utilities. City water and sewer charges, electricity and natural gas charges, fuel oil and liquid petroleum gas shall be pro -rated between the parties as of the Closing Date. The gellffSellers shall arrange for final readings as of the Closing Date. (c) Fixtures and Materials. The SellerSellers shall have the opportunity to salvage any fixtures or materials from the building on the Property provided that the building is left secure and provided that the removal does not create any hazardous conditions. The Seller assumesSellers assume all risk in undertaking any salvage operations. The&eHerSgiLers shall pay for all costs of salvage operations in full prior to closing and shall not permit the attachment of any lien or encumbrance on the Property as a result of this or other work thereon. (d) Personal Property and Debris. The Seller 11 rs must remove all debris and personal property not included in this sale, including, all fiuniture from the Property prior to closing. The Seller isSellers are not required to remove any window treatments or appliances. The Buyer may inspect the Property immediately prior to closing in order to ensure that removal of all debris and personal property has been completed. (e) Escrow. In the event that removal of debris and personal property has not been completed by the SellerSdlerr at closing, the Buyer may require that funds be retained from the purchase price for the Property as an escrow for payment of the estimated cost of debris and personal property removal and disposal charges. The Buyer may also require that funds be 4 525535v2 SJS FL185-48 retained from the purchase price for payment of utility charges. The retained amount(s), less deductions provided for this in paragraph 8, will be delivered to the SellerSellers no later than 60 days following the Closing Date or delivery of possession, whichever is later. Said funds shall be held by Kennedy & Graven, Chartered, as Escrow Agent, pursuant to the terms of the Escrow Agreement attached here as Exhibit B. The provisions of this paragraph shall not merge with the deed and shall survive closing on the Property. (f) Amounts Due. The Buyer's ability to deduct amounts due under this paragraph from the retained escrow is not exclusive but is in addition to the Buyer's rights at law and equity to collect such amounts from the Seller ellers. The Seller i9Sellers are responsible for the amounts due under this paragraph even if. (i) the Buyer neglects to deduct the amount from escrow; or (ii) the escrowed amount is insufficient to pay all amounts due under this paragraph 8. 9. Seller ISe hers' Warranties. The Se4ff a ler hereby representsrenresent and warrantswarrant to the Buyer as of the Closing Date that: (a) Title. The Seller lfashave good, indefeasible, and marketable fee simple title to the Property. (b) Condemnation. There is no pending or, to the actual knowledge of the gellerSellers, threatened condemnation or similar proceeding affecting the Property or any portion thereof, and the Seller hasSellers have no actual knowledge that any such action is contemplated. (c) Defects. The Seller isSellers are not aware of any latent or patent defects in the Property, such as sinkholes, weak soils, unrecorded easements, or restrictions. (d) Legal Compliance. The Seller hasSellers have complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Property and the SellerSellers shall continue to comply with such laws, ordinances, regulations, statutes, rules, and restrictions. (e) Legal Capacity. The Seller hasSellers have the legal capacity to enter into this Agreement. The Seller kasSellers have not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against the SellerSellers within the last year. (f) Sewer and Water. The Seller warrant that the Property is connected to City sewer and City water. (g) Mechanics' Liens. The Se'mwtsSellers warrant that, prior to the closing, the Sell Sell shall pay in full all amounts due for labor, materials, machinery, fixtures, or tools furnished within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any structure upon or improvement to the Property. (h) Legal Proceedings. There are no legal actions, suits, or other legal or 525535v2 SJS ELI 8548 administrative proceedings, pending or threatened, that affect the Property or any portion thereof; and the Seller has no knowledge that any such action is presently contemplated. (i) Leases. The Se' sent-sSellers represent that the Property is currently being leased to The Selle N rthern Lakes Inc.. Eric Austin. and Jamie Austin, The S_ llUM will provide the tenant en is with required notice of itstheir intent to terminate the leasef si and will terminate the leaseUss prior to the Closing Date. With the exception of *kis-1 ethese le e , the Seller atsSellers represent that there are no other third parties in possession of the Property, or any part thereof; and that there are no other leases, oral or written affecting the Property or any part thereof. 0) Broker Commission. The Buyer represents to the SellerSeller� that it has not utilized the services of any real estate broker or agent in connection with this Agreement or the transaction contemplated by this Agreement. The Seller representsRonald Touchette. Seller, is a licensed real etate broker in the State of Minnesota. The Sellers represent to the Buyer that the Seller has-nethave utilized the services of any .eal estate bEeker �Rock Solid Companies and Ronald Touchette in connection with this Agreement ormn the transaction contemplated by this Agreement. The Sellers shall be responsible for paving any commissions or broker's fees to the Sellers' brokers in connection with this Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against and in respect of any such obligation and liability based in any way upon agreements, arrangements, or understandings made or claimed to have been made by the party with any third person. (k) Structures. To the best of the Seller em's knowledge, the buildings, if any, are entirely within the boundary lines of the Property. The parties acknowledge that the Property is being sold in "as is" condition relating to the structural, operational, and mechanical systems. (1) Foreign Status. The SelleF4Sellers are not "foreign perselR ern sons" as such term is defined in the Internal Revenue Code. (m) Methamphetamine Production. To the best of the SellerSellers's knowledge, methamphetamine production has not occurred on the Property. (n) Refuse and Hazardous Materials. The Seller have not performed and has no actual knowledge of any excavation, dumping, or burial of any refuse materials or debris of any nature whatsoever on the Property. To the Seller'sSellers' best actual knowledge and belief, there are no "Hazardous Materials" (as hereinafter defined) on the Property that would subject the Buyer to any liability under either federal or state laws, including, but not limited to, the disposal of any foreign objects or materials upon or in the Property, lawful or otherwise. Without limiting the generality of the foregoing, the Seller tsSellers represent and wwmntswarrant to the Buyer that, to the Sel1er°sSellers' best actual knowledge and belief: The Property is not now and has never been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process, or in any manner deal with Hazardous Materials; 525535v2 SJS ELI 85-48 2. No Hazardous Materials have ever been installed, placed, or in any manner handled or dealt with on the Property; 3. There are no underground or aboveground storage tanks on the Property; 4. Neither the Seller nor any prior owner of the Property or any tenant, subtenant, occupant, prior tenant, prior subtenant, prior occupant, or person (collectively, "Occupant") has received any notice or advice from any governmental agency or any other Occupant with regard to Hazardous Materials on, from, or affecting the Property. The term "Hazardous Materials" as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or material as may be defined as a hazardous or toxic substance by any federal, state, or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act, as amended (42 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. C. Section 1251, et seq.), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) and in the regulations adopted and publications promulgated pursuant thereto. The SelleiSellers's representations and warranties set forth in this Section shall be continuing and are deemed to be material to the Buyer's execution of this Purchase Agreement and the Buyer's performance of its obligations hereunder. All such representations and warranties shall be true and correct on and as of the Closing Date with the same force and effect as if made at that time; and all of such representations and warranties shall survive the closing and any cancellation or termination of this Purchase Agreement, and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto. The Seller agreesSellers aeree to defend, indemnify, and hold the Buyer harmless for, from, and against any loss, costs, damages, expenses, obligations, and attorneys' fees incurred should an assertion, claim, demand, action, or cause of action be instituted, made, or taken, which is contrary to or inconsistent with the representations or warranties contained herein. 10. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) title insurance premium costs; (b) the recording fee for the deed transferring title to the Buyer; (c) any survey or environmental investigation costs incurred by it; (d) any transfer taxes, recording fees and Well Disclosure fees required to enable the Buyer to record its deed from the Sellei&llers under this Agreement; (e) title evidence and updating costs; and (f) the closing fee charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement.. The SelkTSellers will pay any fees and charges related to the filing of any instrument required to make title marketable. Each party shall pay its own attorney fees. 11. Inspections. From the date of this Agreement to the Closing Date, the Buyer, its employees and agents, shall be entitled to enter upon the Property to conduct such surveying, inspections, investigations, soil borings, and testing, and drilling, monitoring, sampling, and 7 525535v2 SJS ELI 85-48 testing of groundwater monitoring wells, as the Buyer shall elect; provided, that the Selle;: kSellers are given at least 24 hours' notice. 12. Relocation Benefits; Indemnification. The Seller aeknowledges5geRem acknowledee that the Seller —isSellers are being displaced from the Property as a result of the transaction contemplated by this Purchase Agreement and that the Seller is$elleIs maybe eligible for relocation assistance and benefits and that the Purchase Price includes compensation for any and all relocation assistance and benefits for which the Se}lerSellers may be eligible and the Seller agreesSellers aeree to waive any and all further relocation assistance benefits. The provisions of this paragraph shall survive closing of the transaction contemplated by this Purchase Agreement. 13. Risk of Loss. If there is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on the Seller eller . If the Property is destroyed or substantially damaged before the Closing Date, this Agreement may become null and void, at the Buyer's option. At the request of the Buyer, the Sellef a rees=SS=1=1ers asree to sign a cancellation of Agreement. 14. Default/Remedies. If the Buyer defaults in any of the covenants herein, the SellerSellers may terminate this Agreement, and on such termination all payments made hereunder shall be retained by the SelleFSellers as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to enforce specific performance of this Agreement, provided this Agreement has not terminated and action to enforce specific performance is commenced within six months after such right of action arises. In the event the Buyer defaults in its performance of the terms of this Agreement and Notice of Cancellation is served upon Buyer pursuant to Minn. Stat. Section 559.21, the termination period shall be thirty (30) days as permitted by Minn. Stat., Section 559.2 1, Subd. 4. 15. Notice. Any notice, demand, request or other communication which may or shall be given or served by the parties, shall be deemed to have been given or served on the date the same is personally served upon one of the following indicated recipients for notices or is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid and addressed as follows: SELLER: ATP Inye,,.., eRt 6 T G ^ •tn:Ronald J. and Lori L. Touchette 7078 EEast Fish Lake Road Maple Grove, MN 55311 BUYER: Housing and Redevelopment Authority of the City of Elk River Attn: Amanda Othoudt 13065 Orono Parkway Elk River, MN 55330 525535v2 SIS ELI 85-48 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 16. Section 1031 Exchange. If the Seller desiFesSellers desire to have this transaction constitute a like -kind exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, the Buyer agrees to cooperate with the Seller in order to effectuate and facilitate such an exchange, provided that: (a) the exchange does not delay the Closing under this Agreement; and (b) the Buyer does not incur any additional liability as a result of its cooperation. In particular, the SellerSellers may assign itstheir rights under this Agreement prior to Closing to a "Qualified Intermediary," as that term is defined in applicable Treasury Regulations; and the Buyer will, upon request of the SellefSelleers, pay the balance of the Purchase Price to the Qualified Intermediary designated by the Se4erSellers. 17. Entire Agreement. This Agreement, Exhibits, and other amendments signed by the parties, shall constitute the entire Agreement between the SellerSellers and the Buyer and supersedes any other written or oral agreements between the parties relating to the Property. This Agreement can be modified only in a writing properly signed on behalf of the SelleSellers and the Buyer; except that the Closing Date may be extended up to six months by written agreement of the Seller e� and the Buyer without further approval by Buyer's Board. The Buyer's staff is hereby authorized to execute agreements to extend the Closing Date up to six months from the Closing Date at paragraph 7 above. 18. Survival. Notwithstanding any other provisions of law or court decision to the contrary, the provisions of this Agreement shall survive closing. 18. Binding Effect. This Purchase Agreement binds and benefits the parties and their heirs, successors and assigns. 525535v2 SJS EL185-08 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year above. Buyer: SellerSellers: The Housing and Redevelopment ATP Investment L.L.G. Authority of the City of Elk River By: Its: By: Its: 10 525535v2 S1S ELI 85-48 By: Ronald J. Touchette Lori L. Touchette MOMMENLIAM EXHIBIT A Legal Description of the Property Lot 7, Block 1, Auditor's Subdivision No. 5, Sherburne County, Minnesota. A-1 525535J2 SJS ELI 85-48 EXHIBIT B Escrow Agreement THIS AGREEMENT entered into this day of , 2018, by and between ATP PP IESTMENTc r r r a Minnesota limited liability eempany- (the "SellerRonald J. and Lori L. Touchette, married to each other (the "Sellers"), the HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic under the laws of the State of Minnesota (the "Buyer'), and KENNEDY & GRAVEN, CHARTERED ("Escrow Agent" or "Agent"). RECITALS A. The SellerSellers and the Buyer have entered into a Purchase Agreement dated June , 2018 (the "Purchase Agreement") for the sale of property located at 430 Main Street NW, Elk River, Minnesota and legally described on the attached Exhibit One (the "Property'). B. The parties desire to close the sale of the Property on or before July _, 2018. AGREEMENT The parties agree as follows: 1. Delivery of Possession. The Sellee eS llers shall deliver possession of the Property to the Buyer in accordance with the Purchase Agreement entered into by the parties. The Purchase Agreement requires the gellerSellers to pay all utilities and to remove all personal property and debris from the Property upon closing. 2. Escrow. (a) Upon closing and execution of this Agreement, the Seller a iii el ers armee to deposit into escrow the sum of (the "Escrowed Funds") from the purchase price, to be held by Agent in a non-interest bearing account. (b) Within seven days after requested by Agent, the Buyer shall provide to Agent (with copy to the Seller ellers) evidence of expenses incurred for the removal and disposal of any personal property and debris and for payment of utility charges for services provided to the Property prior to date of possession, if any. Agent shall reimburse the Buyer for the incurred expenses from the Escrowed Funds within seven days following receipt of such evidence from the Buyer. (c) Agent shall deliver to the SeliefSellers the balance of the Escrowed Funds on deposit, less deductions provided for in paragraph 2(b) above, no later than 30 days following vacation of the Property by the gellerSellers. (d) The sole duties of Agent shall be those described herein, and Agent shall be under no obligation to determine whether the other parties hereto are complying B-1 525535x24 SJS EL185-48 with any requirements of law or the temts and conditions of any other agreements among said parties. Agent shall have no duty or liability to verify any amounts deducted from the retained amount and Agent's sole responsibility shall be to act expressly as set forth in this Escrow Agreement. 3. Escrow Agent Liability. The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting on any notice believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, and its sole responsibility shall be to act expressly as set forth in this Escrow Agreement. The SellerSellers and the Buyer understand that Agent is legal counsel to the Buyer and each consents to Agent's serving as Escrow Agent notwithstanding such representation. In the event Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old Republic National Title Insurance Company or such other Escrow Agent acceptable to the Seller and the Buyer. The Seller eer}sentsSellers consent to Agent's continued representation of the Buyer after a deposit is made, and the Buyer agrees to pay all escrow fees charged by the substitute Escrow Agent. 4. Notices to be sent to the parties to this Agreement shall be sent by mail or personal delivery to: SELLER: ATP lavestments,'r .C. Attw onald J. and Lori L. Touchette 7078 EEast Fish Lake Road Maple Grove, MN 55311 BUYER: Housing and Redevelopment Authority of the City of Elk River Attn: Amanda Othoudt 13065 Orono Parkway Elk River, MN 55330 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 B-2 525535x24 SJS ELI 85-48 B-3 525535x24 SJS ELI 85-48 IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above. SELLERSELLERS: ATP TT VESTT ENT -C L.L.G. REDEVELOPMENT 10 BUYER: HOUSING AND AUTHORITY OF THE CITY OF ELK RIVER M Its: Ronald J. Touchette Its: 0 Lori L. Touchette Its: ESCROW AGENT: KENNEDY & GRAVEN, CHARTERED al B-4 525535x24 SJS EL185-08 Exhibit One Legal Description of the Property Lot 7, Block 1. Auditor's Subdivision No. 5, Sherbune County, Minnesota. B-5 525535V44 SJS EL185A8 Document comparison by Workshare Compare on Monday, June 04, 2018 4:54:22 PM Input: Document Powerpocs://DOCSOPEN/525535/2 1 ID 143 Descriptio DOCSOPEN-#525535-v2-Purchase_Agreement_-_430_Main_Street_ n NW Document Powerpocs://DOCSOPEN/525535/4 21D 0 Descriptio DOCSOPEN-#525535-v4-Purchase_Agreement_-_430_Main_Street_ n NW Rendering Standard set Legend: Inserted cell Deleted cell Moved cell Split/Merged cell cell Statistics: Count Insertions 143 Deletions 141 Moved from 0 Moved to 0 Style change 0 Format changed 0 Total changes 1 284 -7.2.4 } nctputTs N�ZA (- 4-2-019 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Agreement') is made as of this 4'" day of June, 2018, by and between Ronald J. and Lori L. Touchette, married to each other (the "Sellers") and the Housing and Redevelopment Authority of the City of Elk River, a public body corporate and politic under the laws of the State of Minnesota (the "Buyer"). RECITALS The Sellers are the owners of property located at: 430 Main Street NW, Elk River, Minnesota, which is legally described on the attached Exhibit A (the "Property"). AGREEMENT 1. Offer/Acceptance for Sale of Property. The Sellers agree to sell to Buyer the Property and Buyer agrees to purchase the same, according to the terms of this Agreement. Purchase Price for Property and Terms. A. PURCHASE PRICE: The total purchase price for the Property is One Hundred and Sixty -Eight Thousand and 00/100ths Dollars ($168,000.00) (the "Purchase Price"). B. TERMS: (1): EARNEST MONEY. The sum of One Thousand Dollars ($1,000.00) (the "Earnest Money") shall be paid by the Buyer to the Sellers, receipt of which is hereby acknowledged by the Sellers. (2): BALANCE DUE SELLERS. The Buyer agrees to pay by check or electronic transfer of funds on the date of closing on the Property (the "Closing Date") any remaining balance of the Purchase Price due to the Sellers according to the terms of this Agreement. (3): DEED/MARKETABLE TITLE. Subject to performance by the Buyer, the Sellers agree to execute and deliver a Warranty Deed conveying marketable title to the Property to the Buyer, subject only to the following exceptions: a. Building and zoning laws, ordinances, state and federal regulations. b. Reservation of minerals or mineral rights to the State of Minnesota, if any. Public utility and drainage easements of record which will not 525535v2 SJS ELI 8548 interfere with the Buyer's intended use of the Property. (4): DOCUMENTS TO BE DELIVERED AT CLOSING BY THE SELLERS. In addition to the Warranty Deed required at paragraph 2B(3) above, the Sellers shall deliver to the Buyer: a. Standard form Affidavits of Seller. b. A "bring -down" certificate, certifying that all of the warranties made by Sellers in this Agreement remain true as of the Closing Date. C. Certificate that the Sellers are not foreign nationals. d. Well disclosure certification, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to paragraph 2B(3) above must include the following statement: "The Sellers certify that the Sellers do not know of any wells on the described real property." The Sellers agree to have all wells located on the Property, which are not in use, sealed by a licensed well contractor at the Sellers' expense prior to closing. If the circumstances prohibit locating and sealing wells prior to closing, the Sellers agree to escrow funds on the Closing Date for the purpose of locating and sealing wells. e. Methamphetamine Disclosure Certificate. f. Any other documents reasonably required by the Buyer's title insurance company or attorney to evidence that title to the Property is marketable and that the Sellers have complied with the terms of this Agreement. 3. Contingencies. The Buyer's obligation to buy is contingent upon the following: a. The Buyer's determination of marketable title pursuant to paragraph 4 of this Agreement; b. The Buyer's determination, in its sole discretion, that the results of any environmental investigation of the Property conducted pursuant to this Agreement are satisfactory to the Buyer; and c. Approval of this Agreement by the Buyer's Board. The Buyer shall have until the Closing Date to remove the foregoing contingencies. The contingencies at a. and b. are solely for the benefit of the Buyer and may be waived by the Buyer. The contingency at c. may not be waived by either party. If the Buyer or its attorney gives written 2 525535v2 SJS ELI 8549 notice to the Sellers that the contingencies at a., b. and c. are duly satisfied or waived, the Buyer and the Sellers shall proceed to close the transaction as contemplated herein. If one or more of the Buyer's or the Sellers' contingencies is not satisfied, or is not satisfied on time, and is not waived, this Agreement shall thereupon be void at the written option of the Buyer and the Sellers shall return the Earnest Money to the Buyer, and the Buyer and the Sellers shall execute and deliver to each other a termination of this Agreement. As a contingent Agreement, the termination of this Agreement is not required pursuant to Minnesota Statutes, Section 559.21, et. seq. 4. Title Examination/Curing Title Defects. As soon as reasonably possible after execution of this Agreement by both parties: (a) The Sellers shall surrender any abstract of title, certificate of title, or a copy of any owner's title insurance policy for the Property, if in the Sellers' possession or control, to the Buyer or to the Buyer's designated title service provider; and (b) The Buyer shall obtain the title evidence determined necessary or desirable by the Buyer. The Buyer shall have 20 days from the date it receives such title evidence and a fully executed Purchase Agreement to raise any objections to title it may have. Objections not made within such time will be deemed waived. The Sellers shall have 90 days from the date of such objection to affect a cure; provided, however, that the Sellers shall have no obligation to cure any objections, and may inform the Buyer of such. The Buyer may then elect to close notwithstanding the uncured objections or declare this Agreement null and void, and the parties will thereby be released from any further obligation hereunder. 5. Environmental Investigation. The Sellers warrant that the Property has not been used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product during the period of time the Sellers have owned the Property. The Sellers fiuther warrant that the Sellers have no knowledge or information of any fact which would indicate the Property was used for production, storage, deposit, or disposal of any toxic or hazardous waste or substance, petroleum product, or asbestos product prior to the date the Sellers purchased the Property. The Sellers hereby grant to the Buyer and the Buyer's agents a license to enter and evaluate the Property for the purpose of conducting an environmental assessment. Further, the Buyer or the Buyer's agent shall have the right pursuant to the license to bring persons and equipment onto the Property, make inspections and perform tests and analyses as the Buyer may deem reasonable to determine the presence of any toxic or hazardous waste, substance, or petroleum product or asbestos product, and ascertain soil conditions on the Property. The Buyer shall bear the cost of the environmental assessment. If the results of the environmental assessment are not to the satisfaction of the Buyer, the Buyer at its sole discretion may cancel this Agreement. If the Buyer cancels this Agreement pursuant to this provision, the Buyer shall restore the Property to its original condition or nearly so as is reasonably practicable. 3 525535v2 S1S ELI 85-48 6. Real Estate Taxes and Special Assessments. Real estate taxes payable in the year of closing will be prorated between the Buyer and the Sellers to the Closing Date. The Sellers shall pay all real estate taxes payable in previous years. The Buyer shall pay the entire unpaid balance of special assessments, and all installments of special assessments levied and pending, including special assessments installments payable after the year of closing. The Buyer also agrees to pay all assessments related to service charges famished to the Property prior to the Closing Date (e.g., delinquent water or sewer bills, removed or diseased trees), including those charges levied, pending, or certified to taxes payable in the year of closing. If closing occurs prior to the date the amount of real estate taxes due in the year of closing are available from Sherburne County, the current year's taxes will be prorated based on the amount due in the prior year. 7. Closing Date. The Closing Date will be on or before July 2, 2018. Delivery of all papers and the closing shall be made at the offices of Buyer, 13065 Orono Parkway, Elk River, MN 55330, or at such other location as is mutually agreed upon by the parties. All deliveries and notices to the Buyer shall be made to the above address and marked to the attention of Amanda Othoudt. 8. Possession/Utilities/Removal of Property/Escrow. (a) Possession. The Sellers agree to deliver possession of the Property not later than the Closing Date. (b) Utilities. City water and sewer charges, electricity and natural gas charges, fuel oil and liquid petroleum gas shall be pro -rated between the parties as of the Closing Date. The Sellers shall arrange for final readings as of the Closing Date. (c) Fixtures and Materials. The Sellers shall have the opportunity to salvage any fixtures or materials from the building on the Property provided that the building is left secure and provided that the removal does not create any hazardous conditions. The Sellers assume all risk in undertaking any salvage operations. The Sellers shall pay for all costs of salvage operations in full prior to closing and shall not permit the attachment of any lien or encumbrance on the Property as a result of this or other work thereon. (d) Personal Property and Debris. The Sellers must remove all debris and personal property not included in this sale, including, all furniture from the Property prior to closing. The Sellers are not required to remove any window treatments or appliances. The Buyer may inspect the Property immediately prior to closing in order to ensure that removal of all debris and personal property has been completed. (e) Escrow. In the event that removal of debris and personal property has not been completed by the Sellers at closing, the Buyer may require that funds be retained from the purchase price for the Property as an escrow for payment of the estimated cost of debris and personal property removal and disposal charges. The Buyer may also require that funds be retained from the purchase price for payment of utility charges. The retained amount(s), less deductions provided for this in paragraph 8, will be delivered to the Sellers no later than 60 days 4 525535v2 SJS ELI 85-48 following the Closing Date or delivery of possession, whichever is later. Said funds shall be held by Kennedy & Graven, Chartered, as Escrow Agent, pursuant to the terms of the Escrow Agreement attached here as Exhibit B. The provisions of this paragraph shall not merge with the deed and shall survive closing on the Property. (f) Amounts Due. The Buyer's ability to deduct amounts due under this paragraph from the retained escrow is not exclusive but is in addition to the Buyer's rights at law and equity to collect such amounts from the Sellers. The Sellers are responsible for the amounts due under this paragraph even if. (i) the Buyer neglects to deduct the amount from escrow; or (ii) the escrowed amount is insufficient to pay all amounts due under this paragraph 8. 9. Sellers' Warranties. The Sellers hereby represent and warrant to the Buyer as of the Closing Date that: (a) Title. The Seller have good, indefeasible, and marketable fee simple title to the Property. (b) Condemnation. There is no pending or, to the actual knowledge of the Sellers, threatened condemnation or similar proceeding affecting the Property or any portion thereof, and the Sellers have no actual knowledge that any such action is contemplated. (c) Defects. The Sellers are not aware of any latent or patent defects in the Property, such as sinkholes, weak soils, unrecorded easements, or restrictions. (d) Legal Compliance. The Sellers have complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Property and the Sellers shall continue to comply with such laws, ordinances, regulations, statutes, rules, and restrictions. (e) Legal Capacity. The Sellers have the legal capacity to enter into this Agreement. The Sellers have not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against the Sellers within the last year. (f) Sewer and Water. The Sellers warrant that the Property is connected to City sewer and City water. (g) Mechanics' Liens. The Sellers warrant that, prior to the closing, the Sellers shall pay in full all amounts due for labor, materials, machinery, fixtures, or tools furnished within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any structure upon or improvement to the Property. (h) Legal Proceedings. There are no legal actions, suits, or other legal or administrative proceedings, pending or threatened, that affect the Property or any portion thereof, and the Seller has no knowledge that any such action is presently contemplated. 525535v2 SIS EL18548 (i) Leases. The Sellers represent that the Property is currently being leased to Northern Lakes hlc., Eric Austin, and Jamie Austin. The Sellers will provide the tenants with required notice of their intent to terminate the lease(s) and will terminate the lease(s) prior to the Closing Date. With the exception of these leases, the Sellers represent that there are no other third parties in possession of the Property, or any part thereof; and that there are no other leases, oral or written affecting the Property or any part thereof. 0) Broker Commission. The Buyer represents to the Sellers that it has not utilized the services of any real estate broker or agent in connection with this Agreement or the transaction contemplated by this Agreement. Ronald Touchette, Seller, is a licensed real etate broker in the State of Minnesota. The Sellers represent to the Buyer that the Seller have utilized the services of Rock Solid Companies and Ronald Touchette in connection with this Agreement and the transaction contemplated by this Agreement. The Sellers shall be responsible for paying any commissions or broker's fees to the Sellers' brokers in connection with this Agreement. Each party agrees to indemnify, defend, and hold harmless the other party against and in respect of any such obligation and liability based in any way upon agreements, arrangements, or understandings made or claimed to have been made by the party with any third person. (k) Structures. To the best of the Sellers' knowledge, the buildings, if any, are entirely within the boundary lines of the Property. The parties acknowledge that the Property is being sold in "as is" condition relating to the structural, operational, and mechanical systems. (1) Foreign Status. The Sellers are not "foreign persons" as such term is defined in the Internal Revenue Code. (m) Methamphetamine Production. To the best of the Sellers' knowledge, methamphetamine production has not occurred on the Property. (n) Refuse and Hazardous Materials. The Sellers have not performed and has no actual knowledge of any excavation, dumping, or burial of any refuse materials or debris of any nature whatsoever on the Property. To the Sellers' best actual knowledge and belief, there are no "Hazardous Materials" (as hereinafter defined) on the Property that would subject the Buyer to any liability under either federal or state laws, including, but not limited to, the disposal of any foreign objects or materials upon or in the Property, lawful or otherwise. Without limiting the generality of the foregoing, the Sellers represent and warrant to the Buyer that, to the Sellers' best actual knowledge and belief: 1. The Property is not now and has never been used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process, or in any manner deal with Hazardous Materials; 2. No Hazardous Materials have ever been installed, placed, or in any manner handled or dealt with on the Property; 3. There are no underground or aboveground storage tanks on the Property, 6 525535v2 S1S ELI 85-48 4. Neither the Seller nor any prior owner of the Property or any tenant, subtenant, occupant, prior tenant, prior subtenant, prior occupant, or person (collectively, "Occupant") has received any notice or advice from any governmental agency or any other Occupant with regard to Hazardous Materials on, from, or affecting the Property. The term "Hazardous Materials" as used herein includes, without limitation, gasoline, petroleum products, explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, or any other substance or material as may be defined as a hazardous or toxic substance by any federal, state, or local environmental law, ordinance, rule, or regulation including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act, as amended (42 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. C. Section 1251, et seq.), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.) and in the regulations adopted and publications promulgated pursuant thereto. The Sellers' representations and warranties set forth in this Section shall be continuing and are deemed to be material to the Buyer's execution of this Purchase Agreement and the Buyer's performance of its obligations hereunder. All such representations and warranties shall be true and correct on and as of the Closing Date with the same force and effect as if made at that time; and all of such representations and warranties shall survive the closing and any cancellation or termination of this Purchase Agreement, and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto. The Sellers agree to defend, indemnify, and hold the Buyer harmless for, from, and against any loss, costs, damages, expenses, obligations, and attorneys' fees incurred should an assertion, claim, demand, action, or cause of action be instituted, made, or taken, which is contrary to or inconsistent with the representations or warranties contained herein. 10. Closing Costs/Recording Fees/Deed Tax. The Buyer will pay: (a) title insurance premium costs; (b) the recording fee for the deed transferring title to the Buyer; (c) any survey or environmental investigation costs incurred by it; (d) any transfer taxes, recording fees and Well Disclosure fees required to enable the Buyer to record its deed from the Sellers under this Agreement; (e) title evidence and updating costs; and (f) the closing fee charged by the title insurance or other closing agent, if any, utilized to close the transaction contemplated by this Agreement.. The Sellers will pay any fees and charges related to the filing of any instrument required to make title marketable. Each party shall pay its own attorney fees. 11. Inspections. From the date of this Agreement to the Closing Date, the Buyer, its employees and agents, shall be entitled to enter upon the Property to conduct such surveying, inspections, investigations, soil borings, and testing, and drilling, monitoring, sampling, and testing of groundwater monitoring wells, as the Buyer shall elect; provided, that the Sellers are given at least 24 hours' notice. 12. Relocation Benefits; Indemnification. The Sellers acknowledge that the Sellers are being displaced from the Property as a result of the transaction contemplated by this Purchase 7 52553542 SJS EL185-08 Agreement and that the Sellers may be eligible for relocation assistance and benefits and that the Purchase Price includes compensation for any and all relocation assistance and benefits for which the Sellers may be eligible and the Sellers agree to waive any and all further relocation assistance benefits. The provisions of this paragraph shall survive closing of the transaction contemplated by this Purchase Agreement. 13. Risk of Loss. If there is any loss or damage to the Property between the date hereof and the Closing Date, for any reason including fire, vandalism, flood, earthquake or act of God, the risk of loss shall be on the Sellers. If the Property is destroyed or substantially damaged before the Closing Date, this Agreement may become null and void, at the Buyer's option. At the request of the Buyer, the Sellers agree to sign a cancellation of Agreement. 14. Default/Remedies. If the Buyer defaults in any of the covenants herein, the Sellers may terminate this Agreement, and on such termination all payments made hereunder shall be retained by the Sellers as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to enforce specific performance of this Agreement, provided this Agreement has not terminated and action to enforce specific performance is commenced within six months after such right of action arises. In the event the Buyer defaults in its performance of the terms of this Agreement and Notice of Cancellation is served upon Buyer pursuant to Minn. Stat. Section 559.21, the termination period shall be thirty (30) days as permitted by Minn. Stat., Section 559.2 1, Subd. 4. 15. Notice. Any notice, demand, request or other communication which may or shall be given or served by the parties, shall be deemed to have been given or served on the date the same is personally served upon one of the following indicated recipients for notices or is deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid and addressed as follows: SELLER: Ronald J. and Lori L. Touchette 7078 East Fish Lake Road Maple Grove, MN 55311 BUYER: Housing and Redevelopment Authority of the City of Elk River Attn: Amanda Othoudt 13065 Orono Parkway Elk River, MN 55330 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 16. Section 1031 Exchange. If the Sellers desire to have this transaction constitute a like -kind exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, the Buyer agrees to cooperate with the Seller in order to effectuate and facilitate such an exchange, provided that: (a) the exchange does not delay the Closing under 8 525535v2 SJS EL18548 this Agreement; and (b) the Buyer does not incur any additional liability as a result of its cooperation. In particular, the Sellers may assign their rights under this Agreement prior to Closing to a "Qualified Intermediary," as that term is defined in applicable Treasury Regulations; and the Buyer will, upon request of the Sellers, pay the balance of the Purchase Price to the Qualified Intermediary designated by the Sellers. 17. Entire Agreement. This Agreement, Exhibits, and other amendments signed by the parties, shall constitute the entire Agreement between the Sellers and the Buyer and supersedes any other written or oral agreements between the parties relating to the Property. This Agreement can be modified only in a writing properly signed on behalf of the Sellers and the Buyer; except that the Closing Date may be extended up to six months by written agreement of the Sellers and the Buyer without further approval by Buyer's Board. The Buyer's staff is hereby authorized to execute agreements to extend the Closing Date up to six months from the Closing Date at paragraph 7 above. 18. Survival. Notwithstanding any other provisions of law or court decision to the contrary, the provisions of this Agreement shall survive closing. 18. Binding Effect. This Purchase Agreement binds and benefits the parties and their heirs, successors and assigns. 9 525535v2 SJS ELI 8548 IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date and year above. Buyer: Sellers: The Housing and Redevelopment Authority of the City of Elk River Un Its: By: By: Its: 10 525535v2 SJS EL18548 Ronald J. Touchette Lori L. Touchette EXHIBIT A Legal Description of the Property Lot 7, Block 1, Auditor's Subdivision No. 5, Sherburne County, Minnesota. A-1 525535v2 S)S EL185-08 EXHIBIT B Escrow Agreement THIS AGREEMENT entered into this day of , 2018, by and between Ronald J. and Lori L. Touchette, married to each other (the "Sellers'), the HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, a public body corporate and politic under the laws of the State of Minnesota (the "Buyer"), and KENNEDY & GRAVEN, CHARTERED ("Escrow Agent" or "Agent"). RECITALS A. The Sellers and the Buyer have entered into a Purchase Agreement dated June 2018 (the "Purchase Agreement") for the sale of property located at 430 Main Street NW, Elk River, Minnesota and legally described on the attached Exhibit One (the "Property"). B. The parties desire to close the sale of the Property on or before July _, 2018. AGREEMENT The parties agree as follows: Delivery of Possession. The Sellers shall deliver possession of the Property to the Buyer in accordance with the Purchase Agreement entered into by the parties. The Purchase Agreement requires the Sellers to pay all utilities and to remove all personal property and debris from the Property upon closing. 2. Escrow. (a) Upon closing and execution of this Agreement, the Sellers agree to deposit into escrow the sum of (the "Escrowed Funds') from the purchase price, to be held by Agent in a non-interest bearing account. (b) Within seven days after requested by Agent, the Buyer shall provide to Agent (with copy to the Sellers) evidence of expenses incurred for the removal and disposal of any personal property and debris and for payment of utility charges for services provided to the Property prior to date of possession, if any. Agent shall reimburse the Buyer for the incurred expenses from the Escrowed Funds within seven days following receipt of such evidence from the Buyer. (c) Agent shall deliver to the Sellers the balance of the Escrowed Funds on deposit, less deductions provided for in paragraph 2(b) above, no later than 30 days following vacation of the Property by the Sellers. (d) The sole duties of Agent shall be those described herein, and Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other B-1 525535v4 S1S ELI 85-48 agreements among said parties. Agent shall have no duty or liability to verify any amounts deducted from the retained amount and Agent's sole responsibility shall be to act expressly as set forth in this Escrow Agreement. 3. Escrow Agent Liability. The sole duties of Escrow Agent shall be those described herein, and Escrow Agent shall be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting on any notice believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Escrow Agent's part. Escrow Agent shall have no duty or liability to verify any such notice, and its sole responsibility shall be to act expressly as set forth in this Escrow Agreement. The Sellers and the Buyer understand that Agent is legal counsel to the Buyer and each consents to Agent's serving as Escrow Agent notwithstanding such representation. In the event Agent determines, in its sole discretion, that it cannot continue to serve as Escrow Agent herein, Agent shall deposit the funds with Old Republic National Title Insurance Company or such other Escrow Agent acceptable to the Seller and the Buyer. The Sellers consent to Agent's continued representation of the Buyer after a deposit is made, and the Buyer agrees to pay all escrow fees charged by the substitute Escrow Agent. Notices to be sent to the parties to this Agreement shall be sent by mail or personal delivery to: SELLER: Ronald J. and Lori L. Touchette 7078 East Fish Lake Road Maple Grove, MN 55311 BUYER: Housing and Redevelopment Authority of the City of Elk River Attn: Amanda Othoudt 13065 Orono Parkway Elk River, MN 55330 AGENT: Kennedy & Graven, Chartered ATTN: Sarah Sonsalla 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 B-2 525535A SIS ELI 85-18 IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above. SELLERS: BUYER: HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER By: By: Ronald J. Touchette Its: By: By: Lori L. Touchette Its: ESCROW AGENT: KENNEDY & GRAVEN, CHARTERED M B-3 5255350 SJS ELI 85-48 Exhibit One Legal Description of the Property Lot 7, Block 1, Auditor's Subdivision No. 5, Sherbune County, Minnesota. B-4 525535v4 SJS EL185-48