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RES 21-47j Resolution 21-47 A Resolution Approving a Conveyance of Certain Property to First Step Preschool & Childcare LLC WHEREAS, the City of Elk River ("City") desires to convey the certain property located in the City at 413 Proctor Avenue NW to First Step Preschool & Childcare LLC ("First Step") pursuant to the terms and legal descriptions provided in the Commercial Purchase Agreement ("Purchase Agreement") attached hereto as Exhibit A , together with the attached amendments to the ( collectively the Purchase Agreement and attached amendments are referred to herein as the "Agreement"); WHEREAS, the Planning Commission has reviewed the proposed conveyance and has determined that it is consistent with the City's comprehensive plan; WHEREAS, the City finds that the conveyance to "First Step" as provided in the Agreement is in the public's interest and furthers the aims and purposes of the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River, Minnesota, as follows: The Agreement is hereby approved and the Mayor and City Clerk are hereby authorized to execute and deliver all necessary documents required under the terms of the Agreement. Passed and adopted this 21" day of June, 2021. ATTEST: Tina Allard, City Clerk Wjnj. tz, Mayor 2157960 EXHIBIT A COMMERCIAL PURCHASE AGREEMENT AND AMENDMENTS 215796v1 Authentisign ID: OF18F799-413A-41A7-A8DC-EC91544EBDEB 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS®, which disclaims any liability arising out of use or misuse of this form. © 2020 Minnesota Association of REALTORS®, Edina, MN 1. Date February 2nd, 2021 2. Pagel Addendum to Purchase Agreement between parties, dated February 2nd 2021 (Date of this Purchase Agreement), pertaining to the purchase and sale of the Property at 413 Proctor Avenue NW Elk River, NN 55330 In the event of a conflict between this Addendum and any other provision of the Purchase Agreement, the language in this Addendum shall govern. Buyer shall have a 60 day Due Diligence from the final acceptance date to complete the following: An additional 30 day extension will be granted if required to get City approval. 1.Buyer obtaining financing. 2.Buyer obtaining necessary City approval for intended use. 3.Buyer obtaining a satisfactory building inspection. 4..Buyer may cancel the purchase agreement during the due diligence period and receive a full refund of the earnest money. 5. Acceptance deadline: per City approval not to exceed 8 weeks. 6. Closing shall be within 30 days after completion of the due diligence. 7. Seller agrees to pay buyer's broker commission of 2.5% of the sale price at closing. 19. SELLER 20 City of Elk River (Business Entity or Individual Name) 21. By: . (Seller) 22. Its: (Title) 23. (Date) 24. SELLER 25. 26. 27. 28. 29. 30. (Business Entity or Individual Name) By: (Seller) Its: (title) ..- MN-ACPA (8120) BUYER First Step Preschool & Childcare LLC (Business Entity or Individual Name) tisicia By: � le'�+h'di'PA21 10:19:25 AM CST Its: (Title) 02/04/2021 (Date) BUYER (Business Entity or Individual Name) By' - (Buyer) Its: _ (Title) (Date) THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Minnesota Realtors® fl.1 ` i TransactionDesk Edition Authentisign ID: OF78F799-413A-41A7-A8DC-EC91544EBDEB COMMERCIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS® and the Minnesota Commercial Association of REALTORS®, which disclaims any liability arising out of use or misuse of this form. m 2020 Minnesota Association of REALTORS®, Edina, MN 1. Page 1 Date Februa y end 2021 2. BUYER(S) is/are: First Step Preschool & Childcare LLC or as assigned , (Check one.) 3. ❑ individual(s); OR ❑X a business entity organized under the laws of the State of 4. SELLER(S) is/are: city of Elk River , (Check one.) 5. ❑ individual(s); OR X a business entity organized under the laws of the State of 6. Buyer's earnest money in the amount of 7 Ten Thousand _ Dollars 8. ($ 10, 000.00 ) shall be delivered no later than two (2) Business Days after 9. Final Acceptance Date to be deposited in the trust account of: (Check one.) 10. ❑ listing broker; or 11. F;C] TBD (Trustee) 12. within three (3) Business Days of receipt of the earnest money or Final Acceptance Date whichever is later. 13. Said earnest money is part payment for the purchase of property at 14. 413 Proctor Avenue NW located in the 15. City/Township of Elk River , County of Sherburne 16. State of Minnesota, Zip Code 55330 , PID # (s) 75-409-0205 17. 18. and legally described as follows Elk River City: SEC 33, TWP 33.0, RG 26; 19. 20. (collectively the "Property") 21. together with the personal property as described in the attached Addendum to Commercial Purchase Agreement: 22. Personal Property, if any, all of which property the undersigned has this day sold to Buyer for the sum of: 23. Six Hundred Thousand 24. 25. ($ 600, 000.00 ) Dollars ("Purchase Price"), which Buyer agrees to pay in thefollowing manner: 26. 1. CASH of 20 percent (%) of the sale price, or more in Buyer's sole discretion, which includes the earnest 27. money; PLUS 28. 2. FINANCING of 80 percent (%) of the sale price. Buyer shall, at Buyer's sole expense, apply for any 29. financing as required by this Purchase Agreement. 30. Such financing shall be: (Check one.) 0 a first mortgage; ❑ a contract for deed; or ❑ a first 31. mortgagewith subordinate financing, as described in the attached Addendum to Commercial Purchase Agreement: 32. 0 ConventionaUSBA/Other ❑ Contract for Deed. -----------------------------(Check one.)---- - - - -------------- 33. DUE DILIGENCE: This Purchase Agreement 0 IS ❑ IS NOT subject to a due diligence contingency. (If answer is IS, ------(Check one.)----- 34. see attached Addendum to Commercial Purchase Agreement: Due Diligence.) 35. CLOSING: The date of closing shall be See Addendum MNC:PA-1 (8/20) Minnesota Realtors® r°j TRANSACTIONS f han"al"Desk Etlltlon Authentisign ID: OF18F799-413A-41A7-ABDC-EC91544EBDEB 37. Property located at 413 Proctor Avenue NW COMMERCIAL PURCHASE AGREEMENT 36. Page 2 Date February 2nd 2021 Elk River 55330 38. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller agrees to execute and deliver a: (Check one.) 39. K WARRANTY DEED ❑ LIMITED WARRANTY DEED ❑ CONTRACT FOR DEED 40. ❑ OTHER: DEED conveying marketable title, subject to: 41. (a) building and zoning laws, ordinances, and state and federal regulations; 42. (b) restrictions relating to use or improvement of the Property without effective forfeiture provisions; 43. (c) reservation of any mineral rights by the State of Minnesota or other government entity; 44. (d) utility and drainage easements which do not interfere with existing improvements; and 45. (e) others (must be specified in writing): 46. 47. TENANTS/LEASES: Property ❑ IS © IS NOT subject to rights of tenants (if answer is IS, see attached Addendum ----(Check one.)------ 48. to Commercial Purchase Agreement. Due Diligence). 49. Seller shall not execute leases from the Date of this Purchase Agreement to the date of closing, the term of which lease 50. extends beyond the date of closing, without the prior written consent of Buyer. Buyer's consent or denial shall be 51, provided to Seller within days of Seller's written request. Said consent 52. shall not be unreasonably withheld. 53. REAL ESTATE TAXES: Real estate taxes due and payable in the year of closing shall be prorated between Seller and 54. Buyer on a calendar year basis to the actual date of closing unless otherwise provided in this Purchase Agreement. 55. Real estate taxes, including penalties, interest, and any associated fees, payable in the years prior to closing shall 56. be paid by Seller. Real estate taxes payable in the years subsequent to closing shall be paid by Buyer. 57. SPECIAL ASSESSMENTS: 58. ❑ BUYER AND SELLER SHALL PRORATE AS OF THE DATE OF CLOSING © SELLER SHALL PAY - - ---------------------------------------------------------------------(Check one.)----------- ----------------------------------------------------------------------------- 59. on the date of closing all installments of special assessments certified for payment with the real estate taxes due and 60. payable in the year of closing. 61. ❑ BUYER SHALL ASSUME R] SELLER SHALL PAY ON DATE OF CLOSING all other special assessments -- -- - - - - ------------------- --- - - (Check one.)---------------------------------------------------------- 62. levied as of the Date of this Purchase Agreement. 63. ❑ BUYER SHALL ASSUME © SELLER SHALL PROVIDE FOR PAYMENT OF special assessments pending as -- - - --- ---------------------------------------(Check one.)-------------------------------------------------------- 64. of the Date of this Purchase Agreement for improvements that have been ordered by any assessing authorities. (Seller's 65. provision for payment shall be by payment into escrow of up to two (2) times the estimated amount of the assessments 66. or less, as allowed by Buyer's lender.) 67. Buyer shall pay any unpaid special assessments payable in the year following closing and thereafter, the payment of 68. which is not otherwise here provided. 69. As of the Date of this Purchase Agreement, Seller represents that Seller ❑ HAS 0 HAS NOT received a notice ------------(Check one.)------------ 70. regarding any new improvement project from any assessing authorities, the costs of which project may be assessed 71. against the Property. Any such notice received by Seller after the Date of this Purchase Agreement and before 72. closing shall be provided to Buyer immediately. If such notice is issued after the Date of this Purchase Agreement 73. and on or before the date of closing, then the parties may agree in writing, on or before the date of closing, to pay, 74. provide for the payment of, or assume the special assessments. In the absence of such agreement, either party may 75. declare this Purchase Agreement canceled by written notice to the other party, or licensee representing or assisting the 76. other party, in which case this Purchase Agreement is canceled. If either party declares this Purchase Agreement 77. canceled, Buyer and Seller shall immediately sign a written cancellation of Purchase Agreement confirming said 78. cancellation and directing all earnest money paid here to be refunded to Buyer. MNC:PA-2 (8/20) Minnesota i/� KRealtorsO { TTRANS OAMONS Authentisign ID: OF18F799-413A-41A7-ABDC-EC915"EBDEB 80. Property located at COMMERCIAL PURCHASE AGREEMENT 79. Page 3 Date February 2na 2021 413 Proctor Avenue NW Elk River 55330 81. POSSESSION: Seller shall deliver possession of the Property: (Check one.) 82. © IMMEDIATELY AFTER CLOSING; or 83. ❑ OTHER: 84. Seller agrees to remove ALL DEBRIS AND ALL PERSONAL PROPERTY NOT INCLUDED HERE from the Property 85. by possession date. 86. PRORATIONS: All items customarily prorated and adjusted in connection with the closing of the sale of the Property 87. here including but not limited to rents, operating expenses, interest on any debt assumed by Buyer, shall be prorated 88. as of the date of closing. It shall be assumed that Buyer will own the Property for the entire date of the closing. 89. RISK OF LOSS: If there is any loss or damage to the Property between Date of this Purchase Agreement and the date 90. of closing, for any reason, the risk of loss shall be on Seller. If the Property is destroyed or substantially damaged before 91. the closing, this Purchase Agreement shall be canceled, at Buyer's option, if Buyer gives written notice to Seller, or licensee 92. representing or assisting Seller, of such cancellation within thirty (30) days of the damage. Upon said cancellation, 93. Buyer and Seller shall immediately sign a written cancellation of Purchase Agreement confirming said cancellation 94. and directing all earnest money paid here to be refunded to Buyer. 95. EXAMINATION OF TITLE: Seller shall, at its expense, within 20 (twenty) days after Final 96. Acceptance Date, furnish to Buyer, or licensee representing or assisting Buyer, a commitment for an owner's policy 97. of title insurance from TBD including levied and pending special (Name of Title Company) 98. assessments. Buyer shall be allowed ten (10) days ("Objection Period") after receipt of the commitment for title 99. insurance to provide Seller, or licensee representing or assisting Seller, with written objections. Buyer shall be deemed 100. to have waived any title objections not made within the Objection Period provided for immediately above and any 101. matters with respect to which title objection is so waived may be excepted from the warranties in the Deed as specified 102. here to be delivered pursuant to this Agreement. 103. TITLE CORRECTIONS AND REMEDIES: Seller shall have thirty (30) days ("Cure Period") from receipt of Buyer's 104. written title objections to cure any title objections but shall not be obligated to do so. Upon receipt of Buyer's title 105. objections, Seller shall, within ten (10) days, notify Buyer, or licensee representing or assisting Buyer, in writing whether 106. or not Seller will endeavor to cure such objections within the Cure Period. Liens or encumbrances for liquidated 107. amounts created by instruments executed by Seller and which can be released by payment proceeds of closing shall 108. not delay the closing. 109. If Seller's notice states that Seller will not endeavor to cure one or more specified objections within the Cure Period, 110. Buyer may, as its sole remedy, within ten (10) days of the sending of such notice by Seller, declare this Purchase 111. Agreement canceled by written notice to Seller, or licensee representing or assisting Seller, in which case this Purchase 112. Agreement is canceled. If Buyer declares this Purchase Agreement canceled, Buyer and Seller shall immediately sign a 113. written cancellation of Purchase Agreement confirming said cancellation and directing all earnest money paid here to 114. be refunded to Buyer. If Buyer does not declare this Purchase Agreement canceled as provided immediately above, 115. Buyer shall be bound to proceed with the closing and to purchase the Property subject to the objections Seller has 116. declined to cure without reduction in the Purchase Price. 117. If Seller's notice states that Seller will endeavor to cure all of the specified objections, or if Seller's notice states that 118. Seller will endeavor to cure some, but not all, of the specified objections and Buyer does not declare this Purchase 119. Agreement canceled as provided above, Seller shall use commercially reasonable efforts to cure the specified objections 120. or those Seller has agreed to endeavor to cure and, pending correction of title, all payment required here and the 121. closing shall be postponed. 122. If Seller, within the Cure Period provided above, corrects the specified objections Seller's notice indicated Seller would 123. endeavor to cure, then upon presentation to Buyer, or licensee representing or assisting Buyer, of documentation 124. establishing that such objections have been cured, the closing shall take place within ten (10) days or on the scheduled 125. closing date, whichever is later. MNC:PA-3 (8/20) Minnesota TRANSACTIONS . Tre-tionoesk Edition Authentisign ID: OF1SF799-413A-01A7.ABDC-EC915"EBDEB COMMERCIAL PURCHASE AGREEMENT 126. Page 4 Date February 2nd 2021 127. Property located at 413 Proctor Avenue NW _ Elk River _ 55330 128. If Seller, within the Cure Period provided above, does not cure the specified objections which Seller's notice indicated 129. Seller would endeavor to cure, Buyer may, as its sole remedy, declare this Purchase Agreement canceled by written 130. notice to Seller, or licensee representing or assisting Seller, given within five (5) days after the end of the Cure Period, 131. in which case this Purchase Agreement is canceled. Buyer and Seller shall immediately sign a Cancellation of Purchase 132. Agreement confirming said cancellation and directing all earnest money paid here to be refunded to Buyer. Neither 133. party shall be liable for damages here to the other. In the alternative, Buyer may elect to waive such objections by 134. providing written notice to Seller, or licensee representing or assisting Seller, within such five (5)-day period and accept 135. title subject to such uncured objections, in which event, Buyer shall be bound to proceed with the closing and to purchase 136. the Property subject to the objections Seller has not cured without reduction in the Purchase Price. If neither notice 137. is given by Buyer within such five (5)-day period, Buyer shall be deemed to have elected to waive the objections and 138. to proceed to closing as provided in the immediately preceding sentence. 139. If title is marketable, or is made marketable as provided here, and Buyer defaults in any of the agreements here, 140. Seller, in addition to any other right or remedy available to Seller here, at law or in equity may cancel this Purchase 141. Agreement as provided by either MN Statute 559.21 or MN Statute 559.217, whichever is applicable, and retain all 142. earnest money paid here as liquidated damages. 143. If title is marketable, or is made marketable as provided here, and Seller defaults in any of the agreements here, 144. Buyer may, in addition to any other right or remedy available to Buyer here, seek specific performance within six 145. (6) months after such right of action arises. 146. REPRESENTATIONS AND WARRANTIES OF SELLER: The following representations made are to the best 147. of Seller's knowledge. 148. There is no action, litigation, investigation, condemnation, or other proceeding of any kind pending or threatened 149. against Seller or any portion of the Property. In the event Seller becomes aware of any such proceeding prior to 150. closing, Seller will promptly notify Buyer of such proceeding. 151. The Property is in compliance with all applicable provisions of all planning, zoning, and subdivision rules; regulations; 152. and statutes. Seller has obtained all necessary licenses, permits, and approvals necessary for the ownership and 153. operation of the Property. 154. Prior to the closing, payment in full will have been made for all labor, materials, machinery, fixtures, or tools furnished 155. within the 120 days immediately preceding the closing in connection with construction, alteration, or repair of any 156. structure on, or improvement to, the Property. 157. Seller has not received any notice from any governmental authority as to condemnation proceedings, or violation of 158. any law, ordinance, regulation, code, or order affecting the Property. If the Property is subject to restrictive covenants, 159. Seller has not received any notice from any person or authority as to a breach of the covenants. Any such notices 160. received by Seller shall be provided to Buyer immediately. 161. Seller has not executed any options to purchase, rights of first refusal, or any other agreements giving any person or 162. other entity the right to purchase or otherwise acquire any interest in the Property, and Seller is unaware of any options 163. to purchase, rights of first refusal, or other similar rights affecting the Property. 164. The legal description of the real property to be conveyed has been or shall be approved for recording as of the date 165. of closing. 166. If Seller is an organized entity, Seller represents and warrants to Buyer that Seller is duly organized and is in good 167, standing under the laws of the State of Minnesota; that Seller is duly qualified to transact business in the State of 168. Minnesota; that Seller has the requisite organizational power and authority to enter into this Purchase Agreement and 169. the Seller's closing documents signed by it; such documents have been duly authorized by all necessary action on 170. the part of Seller and have been duly executed and delivered; that the execution, delivery, and performance by Seller of 171. such documents do not conflict with or result in a violation of Seller's organizational documents or Bylaws or any judgment, 172. order, or decree of any court or arbiter to which Seller is a party; and that such documents are valid and binding obligations 173. of Seller, and are enforceable in accordance with their terms. MNC:PA-4 (8/20) IMinnesota KftaltorsO TRANSACTIONS hansaetionOesk Etllnon Authent(sign ID: OF19F799413A.41A7•ABDC•EC915"EBDEB COMMERCIAL PURCHASE AGREEMENT 174. Page 5 Date February 2nd 2021 175. Property located at 413 Proctor Avenue NW Elk River___ 55330 176. Seller will indemnify Buyer, its successors and assigns, against and will hold Buyer, its successors and assigns, 177. harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the 178. breach of any of the above representations and warranties, whether such breach is discovered before or after the 179. date of closing. 180. See attached Addendum to Commercial Purchase Agreement: Due Diligence, if any, for additional representations 181. and warranties. 182. REPRESENTATIONS AND WARRANTIES OF BUYER: If Buyer is an organized entity, Buyer represents and warrants 183. to Seller that Buyer is duly organized and is in good standing under the laws of the State of Minnesota; that Buyer is 184. duly qualified to transact business in the State of Minnesota; that Buyer has the requisite organizational power and 185. authority to enter into this Purchase Agreement and the Buyer's closing documents signed by it; such documents 186. have been duly authorized by all necessary action on the part of Buyer and have been duly executed and delivered; 187. that the execution, delivery, and performance by Buyer of such documents do not conflict with or result in a violation 188. of Buyer's organizational documents or Bylaws or any judgment, order, or decree of any court or arbiter to which Buyer 189. is a party; and that such documents are valid and binding obligations of Buyer, and are enforceable in accordance with 190. their terms. Buyer will indemnify Seller, its successors and assigns, against and will hold Seller, its successors and 191. assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Seller incurs because 192. of the breach of any of the above representations and warranties, whether such breach is discovered before or after 193. the date of closing. 194. TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT. 195. CALCULATION OF DAYS: Any calculation of days begins on the first day (calendar or Business Days as specified) 196. following the occurrence of the event specified and includes subsequent days (calendar or Business Days as specified) 197. ending at 11:59 P.M. on the last day. 198. BUSINESS DAYS: "Business Days" are days which are not Saturdays, Sundays, or state or federal holidays unless 199. stated elsewhere by the parties in writing. 200. DEFAULT. If Buyer defaults in any of the agreements here, Seller may cancel this Purchase Agreement, and any 201. payments made here, including earnest money, shall be retained by Seller as liquidated damages and Buyer and Seller 202. shall affirm the same by a written cancellation. In the alternative, Seller may seek all other remedies allowed by law. 203. If Buyer defaults in any of the agreements here, Seller may terminate this Purchase Agreement under the 204. provisions of either MN Statute 559.21 or MN Statute 559.217, whichever is applicable. 205. If this Purchase Agreement is not canceled or terminated as provided here, Buyer or Seller may seek actual damages 206. for breach of this Purchase Agreement or specific performance of this Purchase Agreement; and, as to specific 207. performance, such action must be commenced within six (6) months after such right of action arises. 208. SUBJECT TO RIGHTS OF TENANTS, IF ANY, BUYER HAS THE RIGHT TO VIEW THE PROPERTY PRIOR TO 209. CLOSING TO ESTABLISH THAT THE PROPERTY IS IN SUBSTANTIALLY THE SAME CONDITION AS OF THE 210. DATE OF THIS PURCHASE AGREEMENT. 211. METHAMPHETAMINE PRODUCTION DISCLOSURE: 212. (A Methamphetamine Production Disclosure is required by MN Statute 152.0275, Subd. 2 (m).) 213. ❑X Seller is not aware of any methamphetamine production that has occurred on the Property. 214. ❑ Seller is aware that methamphetamine production has occurred on the Property. 215. (See Disclosure Statement. Methamphetamine Production) 216. NOTICE REGARDING AIRPORT ZONING REGULATIONS: The Property may be in or near an airport safety zone 217. with zoning regulations adopted by the governing body that may affect the Property. Such zoning regulations are 218. filed with the county recorder in each county where the zoned area is located. If you would like to determine if such 219. zoning regulations affect the Property, you should contact the county recorder where the zoned area is located. 220. NOTICE REGARDING PREDATORY OFFENDER INFORMATION: Information regarding the predatory 221. offender registry and persons registered with the predatory offender registry under MN Statute 243.166 may 222. be obtained by contacting the local law enforcement offices in the community where the Property is located 223. or the Minnesota Department of Corrections at (651) 361-7200, or from the Department of Corrections web 224. site at www.corr.state.mn.us. MNC:PA-5 (8/20) Minnesota 9 Realtors" TRANSACTIONS Authentlsign ID: eF1BF799-413A41A7-ABDC-EC91544EBDEB COMMERCIAL PURCHASE AGREEMENT 225. Page 6 Date February 2nd 2021 226. Property located at 413 Proctor Avenue NW _ _ _ Elk River 55330 227. DISCLOSURE NOTICE: If this Purchase Agreement includes a structure used or intended to be used as residential 228. property as defined under MN Statute 513.52, Buyer acknowledges Buyer has received a Disclosure Statement: 229. Seller's Property Disclosure Statement or Disclosure Statement., Seller's Disclosure Alternatives form. 230. BUYER IS NOT RELYING ON ANY ORAL REPRESENTATIONS REGARDING THE CONDITION OF THE PROPERTY. 231. (Check appropriate boxes.) 232. SELLER WARRANTS THAT THE PROPERTY IS EITHER DIRECTLY OR INDIRECTLY CONNECTED TO: 233. CITY SEWER 0 YES ❑ NO / CITY WATER ❑R YES ❑ NO 234. SUBSURFACE SEWAGE TREATMENT SYSTEM 235. SELLER ❑ DOES )C❑ DOES NOT KNOW OF A SUBSURFACE SEWAGE TREATMENT SYSTEM ON OR SERVING ---------------(Check one.)------------ 236. THE PROPERTY. (If answer is DOES, and the system does not require a state permit, see Disclosure Statement: 237. Subsurface Sewage Treatment System.) 238. PRMTIEl�f EU 239. SELLER ❑ DOES n DOES NOT KNOW OF A WELL ON OR SERVING THE PROPERTY. (If answer is DOES and well -------------(Check one.)------------- 240. is located on the Property, see Disclosure Statement. Well.) 241. To the best of Seller's knowledge, the Property ❑ IS ❑K IS NOT in a Special Well Construction Area. -------(Check one.)------ 242. THIS PURCHASE AGREEMENT ❑ IS ❑tC IS NOT SUBJECT TO AN ADDENDUM TO PURCHASE AGREEMENT ------(Check one.)-------- 243. SUBSURFACE SEWAGE TREATMENT SYSTEM AND WELL INSPECTION CONTINGENCY. 244. (If answer is IS, see attached Addendum.) 245. IF A WELL OR SUBSURFACE SEWAGE TREATMENT SYSTEM EXISTS ON THE PROPERTY, BUYER HAS 246. RECEIVED A DISCLOSURE STATEMENT- WELL AND/ORA DISCLOSURE STATEMENT SUBSURFACE SEWAGE 247. TREATMENT SYSTEM. 248. There ❑ IS 0 IS NOT a storage tank located on the Property that is subject to the requirements of MN Statute 116.48. --(Check one.)------ 249. (If answer is IS, see Commercial Disclosure Statement., Storage Tank(s).) 250. 251. 252. 253. 254. 255. 256. 257. 258. 259. 260. 261. 262. Michael Sedley (Licensee) IAG Commercial Real Estate (Real Estate Company Name) Sheila Zachman (Licensee) Commercial Realty Solutions (Real Estate Company Name) AGENCY NOTICE is ❑7c Seller's Agent ❑ Buyer's Agent ❑ Dual Agent. ----------------------------------(Check one.J-------------------------------------- is ❑ Seller's Agent ❑9_ Buyer's Agent ❑ Dual Agent. ---------- - -- -- -- (Check one.) ----------------------------------- DUAL AGENCY DISCLOSURE: Dual agency occurs when one broker or salesperson represents both parties to a transaction, or when two salespersons licensed to the same broker each represent a party to the transaction. Dual agency requires the informed consent of all parties, and means that the broker or salesperson owes the same fiduciary duties to both parties to the transaction. This role limits the level of representation the broker and salespersons can provide, and prohibits them from acting exclusively for either party. In dual agency, confidential information about price, terms, and motivation for pursuing a transaction will be kept confidential unless one party instructs the broker or salesperson in writing to disclose specific information about him or her. Other information will be shared. Dual agents may not advocate for one party to the detriment of the other. MNC:PA-6 (8/20) Minnesota gRealtorsO TRANSACTIONS T.,.,onDetk Edition Authentisign ID: OF18F799-413Ar31A7-ASDC-EC91544EBDEB COMMERCIAL PURCHASE AGREEMENT 263. Page 7 Date February 2nd 2021 264. Property located at 413 Proctor Avenue NW Elk River 55330 265. CONSENT TO DUAL AGENCY 266. Broker represents both parties involved in the transaction, which creates a dual agency. This means that Broker and 267. its salespersons owe fiduciary duties to both parties. Because the parties may have conflicting interests, Broker and its 268. salespersons are prohibited from advocating exclusively for either party. Broker cannot act as a dual agent in this 269. transaction without the consent of both parties. Both parties acknowledge that 270. (1) confidential information communicated to Broker which regards price, terms, or motivation to buy, sell, or lease will 271. remain confidential unless the parties instruct Broker in writing to disclose this information. Other information will 272. be shared; 273. (2) Broker and its salespersons will not represent the interest of either party to the detriment of the other; and 274. (3) within the limits of dual agency, Broker and its salesperson will work diligently to facilitate the mechanics of the 275. sale. 276. With the knowledge and understanding of the explanation above, the parties authorize and instruct Broker and its 277. salespersons to act as dual agents in this transaction. 278. SELLER: NSA BUYER: N/A (Business Entity or Individual Name) (Business Entity or Individual Name) 279. By: By: (Seller's Signature) (Buyer's Signature) 280. (Seller's Printed Name) (Buyer's Printed Name) 281, Its: Its: (Title) (Title) 282. (Date) (Date) 283. SELLER: 284. By: (Business Entity or Individual Name) tamer's slgnarure) 285. (Seller's Printed Name) 286. Its: (Title) 287. (Date) BUYER: (Business Entity or Individual Name) By: (Buyer's Signature) (Buyer's Printed Name) Its: (Title) (Date) 288, SUCCESSORS AND ASSIGNS: All provisions of this Purchase Agreement shall be binding on successors and 289. assigns. 290. CLOSING COSTS: Buyer or Seller may be required to pay certain closing costs, which may effectively increase the 291. cash outlay at closing or reduce the proceeds from the sale. 292. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA"): Section 1445 of the Internal Revenue Code 293. provides that a transferee ("Buyer") of a United States real property interest must be notified in writing and must 294. withhold tax if the transferor ("Seller") is a foreign person and no exceptions from FIRPTA withholding apply. Buyer 295. and Seller agree to comply with FIRPTA requirements under Section 1445 of the Internal Revenue Code. 296. Seller shall represent and warrant, under the penalties of perjury, whether Seller is a "foreign person" (as the same 297. is defined within FIRPTA), prior to closing. Any representations made by Seller with respect to this issue shall survive 298. the closing and delivery of the deed. 299. Buyer and Seller shall complete, execute, and deliver, on or before closing, any instrument, affidavit, or statement 300. reasonably necessary to comply with the FIRPTA requirements, including delivery of their respective federal taxpayer 301. identification numbers or Social Security numbers. MNC:PA-7 (8/20) Minnesota Realtors® nTRANSACTIONS TranwtionDesk Edition Authentisign ID: OF18F799 313A-41A7-ABDC-EC91544EBDEB COMMERCIAL PURCHASE AGREEMENT 302. Page 8 Date February 2nd 2021 303. Property located at 413 Proctor Avenue NW Elk River 55330 304. Due to the complexity and potential risks of failing to comply with FIRPTA, including the Buyer's responsibility for 305. withholding the applicable tax, Buyer and Seller should seek appropriate legal and tax advice regarding FIRPTA 306. compliance, as the respective licensees representing or assisting either party will be unable to assure either 307. party whether the transaction is exempt from FIRPTA withholding requirements. 308. NOTE: MN Statute 500.221 establishes certain restrictions on the acquisition of title to agricultural land by aliens 309. and non -American corporations. Please seek appropriate legal advice if this Purchase Agreement is for the 310. sale of agricultural land and Buyer is a foreign person. 311. ACCEPTANCE DEADLINE: This offer to purchase, unless accepted sooner, shall be withdrawn at 11:59 P.M., 312. see Addendum , and in such event all earnest money shall be returned to Buyer. 313. CONDEMNATION: If, prior to the closing date, condemnation proceedings are commenced against all or any part 314. of the Property, Seller or licensee representing or assisting Seller, shall immediately give written notice to Buyer, or 315. licensee representing or assisting Buyer, of such fact and Buyer may, at Buyer's option (to be exercised within thirty (30) 316. days after Seller's notice), declare this Purchase Agreement canceled by written notice to Seller or licensee representing 317. or assisting Seller, in which case this Purchase Agreement is canceled and neither party shall have further obligations 318. under this Purchase Agreement. In the event Buyer declares the Purchase Agreement canceled, Buyer and Seller 319. shall immediately sign a written cancellation confirming such cancellation and directing all earnest money paid 320. here to be refunded to Buyer. If Buyer fails to give such written notice, then Buyer shall be bound to proceed with 321. closing, subject to any other contingencies to this Purchase Agreement. In such event, there shall be no reduction in 322. the purchase price, and Seller shall assign to Buyer at the closing date all of Seller's rights, title, and interest in and to 323. any award made or to be made in the condemnation proceedings. Prior to the closing date, Seller shall not designate 324. counsel, appear in, or otherwise act with respect to, the condemnation proceedings without Buyer's prior written 325. consent. 326. MUTUAL INDEMNIFICATION: Seller and Buyer agree to indemnify each other against, and hold each other harmless 327. from, all liabilities (including reasonable attorneys' fees in defending against claims) arising out of the ownership, 328. operation, or maintenance of the Property for their respective periods of ownership. Such rights to indemnification will 329. not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash 330. payments directly attributable to the liability in question (net of the cost of collection, including reasonable attorneys' 331. fees); or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If, and 332. to the extent that, the indemnified party has insurance coverage, or the right to make claim against any third party for 333. any amount to be indemnified against, as set forth above, the indemnified party will, upon full performance by the 334. indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are 335. not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and 336. assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payable 337. made by such party. 338. FULLY EXECUTED PURCHASE AGREEMENT AND FINAL ACCEPTANCE: To be binding, this Purchase Agreement 339. and all addenda must be fully executed by both parties and a copy must be delivered. 340. ELECTRONIC SIGNATURES: The parties agree the electronic signature of any party on any document related to 341. this transaction constitute valid, binding signatures. 342. ENTIRE AGREEMENT. This Purchase Agreement and all addenda and amendments signed by the parties shall 343. constitute the entire agreement between Buyer and Seller. Any other written or oral communication between Buyer and 344. Seller, including, but not limited to, e-mails, text messages, or other electronic communications are not part of this 345. Purchase Agreement. This Purchase Agreement can be modified or canceled only in writing signed by Buyer and 346. Seller or by operation of law. All monetary sums are deemed to be United States currency for purposes of this Purchase 347. Agreement. 348. SURVIVAL: All warranties and representations in this Purchase Agreement shall survive the delivery of the deed or 349. contract for deed and be enforceable after the closing. 350. DATE OF THIS PURCHASE AGREEMENT. Date of this Purchase Agreement to be defined as the date on line one 351. (1) of this Purchase Agreement. MNC:PA-8 (8/20) gMinnesota ReSEt4C&O TRANSACTIONS T.....nonk Etlltinn Authentisign ID: OF1aF799.413A-41A7-ABDC-EC915"EBDEB COMMERCIAL PURCHASE AGREEMENT 352. Page 9 Date February 2nd 2021 353. Property located at 413 Proctor Avenue ffiW _ 354. OTHER: 355 356 357. ADDENDA: Attached addenda are a part of this Purchase Agreement. 358. ❑)C If checked, this Purchase Agreement is subject to 359. attached Addendum to Commercial Purchase 360. Agreement: Counteroffer. 361. FIRPTA: Seller represents and warrants, under penalty 362. of perjury, that Seller IS 01S NOT aforeign person (i.e., a ------(Check one.)----- 363. non-resident alien individual, foreign corporation, foreign 364. partnership, foreign trust, or foreign estate for purposes 365. of incometaxation. (See lines 292-310.)) This representation 366. and warranty shall survive the closing of the transaction 367. and the delivery of the deed. 368. SELLER BUYER 369. City of Elk River (Business Entity or Individual Name) 370. By: (Seller's Signature) 371. (Seller's Printed Name) 372. Its: (Title) 373. (Date) 374. SELLER 375. (Business Entity or Individual Name) 376. By: (Seller's Signature) 377. 378. 379. (Seller's Printed Name) Its: . (Title) Elk River 55330 First Step Preschool & Childcare LLC (Business Entity or Individual Name) fIi151GM By:c�r 'ftit+1�B62R tGl{ffigkM�sT (Buyer's Printed Name) Its: (Title) 02/04/2021 (Date) BUYER (Business Entity or Individual Name) By: (Buyer's Signature) (Buyer's Printed Name) Its: (Title) (Date) (Date) 380. FINAL ACCEPTANCE DATE: The Final Acceptance Date 381. is the date on which the fully executed Purchase Agreement is delivered. 382. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 383. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. 384. THIS MINNESOTA ASSOCIATION OF REALTORS@ COMMERCIAL PURCHASE AGREEMENT IS NOT 385. DESIGNED TO BE AND IS NOT WARRANTED TO BE INCLUSIVE OF ALL ISSUES SELLER AND BUYER 386. MAY WISH TO ADDRESS, AND EITHER PARTY MAY WISH TO MODIFY THIS PURCHASE AGREEMENT 387. TO ADDRESS STATUTORY OR CONTRACTUAL MATTERS NOT CONTAINED IN THIS FORM. 388. BOTH PARTIES ARE ADVISED TO SEEK THE ADVICE OF AN ATTORNEY TO ENSURE 389. THIS CONTRACT ADEQUATELY ADDRESSES THAT PARTY'S RIGHTS. Minnesota MNC:PA-9 (8/20) gRealtorse TRANSACTIONS TtannotionDesk Edition Authentisign ID: OF18F799-313A-41A7•A8DC-EC9I 5"EB DEB WIRE FRAUD ALERT Internet fraud — the use of Internet services or software with Internet l access to defraud victims — is on the rise in real estate transactions. THESE SOPHISTICATED CRIMINALS COULD: • HACK INTO YOUR E-MAIL ACCOUNT or the e-mail of others involved in your real estate transaction and may direct you to wire money to the hacker's account. • SEND FRAUDULENT E-MAILS that appear to be from your real estate licensee, lender, or closing agent. • CALL YOU claiming they have revised wiring instructions. Buyers/Tenants and Sellers/Owners are advised to: (1) Never wire funds without confirming the wiring instructions directly with the intended recipient. (2) Verify that the contact information for the wire transfer recipient is legitimate by calling a known phone number for the broker or closing agent. Do not rely on the information given to you in an e-mail communication. (3) Never send personal information through unsecured/unencrypted e-mail. If you suspect wire fraud in your transaction: (1) Immediately notify your bank, closing agent, and real estate licensee. (2) File a complaint online at the Internet Crime Complaint Center (IC3) at http://www.ic3.gov. The undersigned acknowledge receipt of this wire fraud alert and understand the importance of taking proactive measures to avoid being a victim of wire fraud in a real estate transaction. 02l04/2021 10i@r0:19t31 AM CST (Date) (Signature) This form approved by the Minnesota Association of REALTORS®, which disclaims any liability arising out of use or misuse of this form. © 2018 Minnesota Association of REALTORS®, Edina, MN (Date) MN-WFA (8/18) - Minnesota . ealtorsO TRANSACTIONS iTranaaoeonDeSk EdIllon AulhentisIgnID: E564623E-FC5B-4293-BC4C-6AC60D4700F6 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS", which disclaims any liability arising out of use or misuse of this form. ® 2020 Minnesota Association of REALTORS®, Edina, MN 1. Date February 5th, 2021_ 2. Page 1 Addendum to Purchase Agreement between parties, dated February end 2021 (Date of this Purchase Agreement), pertaining to the purchase and sale of the Property at 413 Proctor Avenue = Elk River, NN 55330 In the event of a conflict between this Addendum and any other provision of the Purchase Agreement, the language In this Addendum shall govern. This is the second Addendum to the Purchase Agreement shall be contingent upon the following: 1. The purchase price shall be reduced to 4610,000: 2. The seller agrees to pay buyer's broker commission ofA<of the sale price at closing. 0,s 5 de 19. SELLER 20 City of Elk River (Business Entity or Individual Name) 21. By: _ (Seller) 22. Its: (Title) 23. (Date) 24. SELLER 25 (Business Entity or Individual Name) 26. By: (Seller) 27. Its: (Title) 28. BUYER First Step Preschool & Childcare LLC (Business Entity or Indlviduat Name) r nflw By %ftlai tt rxs AM ceT Its: (ritie) 02I05r2021 (Date) BUYER (Business Entity or Individual Name) Rv- (Buyer) Its: (Title) (Date) (Date) 29. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 30. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. MN-ACPA (8120) Minnesota Realtors° f TRANSACTIONS •• ii ?—a ftno.w E411on Authendrion10: 6448DGF3-C98A-4AFME1D-020DABFESOC6 3. 4. 5. ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT: DUE DILIGENCE This form approved by the Minnesota Association of REALTORr, which disclaims any liability arising out of use or misuse of this form. 02020 Minnesota Association of REALTOR3°, Edina, MN 1. Date Xyril 15th, 2021 _ 2. Page 1 Addendum to Purchase Agreement between parties, dated . February (Date of this Purchase Agreement), pertaining to the purchase 413 Prootor Ave NW, Elk River, NN 35330 2nd 2021 and sale of the Property at 6. In the event of a conflict between this Addendum and any other provision of the Purchase Agreement the language 7. in this Addendum shall govern. 8. This Purchase Agreement is contingent upon Buyer's reasonable approval of due diligence matters as agreed to in 9. this Addendum. 10. Title and examination and title corrections and remedies are excluded from this Addendum and shall be handled In 11. accordance with terms specified in the Examination of Title and Title Corrections and Remedies section of this 12. Purchase Agreement. 13. Buyer shall satisfy himself/herself/Itself with respect to the physical condition of the Property and the feasibility 14. and suitability of the Property for Buyer's intended purpose within the respective time period(s) specified herein. Buyer 15. acknowledges that any Information provided by Seller, a third party, or broker representing or assisting Seller regarding 16. dimensions, square footage, or acreage of land or Improvements is approximate. Buyer shall verify the accuracy of 17. information to Buyer's satisfactlon, at Buyer's sole cost and expense. 18. Buyer may declare this Purchase Agreement canceled by providing written notice to Seller, or licensee representing 19. or assisting Seller, within the respective time period(s) specified herein, In which case this Purchase Agreement Is 20. canceled. Buyer and Seller shall Immediately sign a written cancellation confirming said cancellation and directing 21. all earnest money paid hereunder to be refunded to Buyer, unless provided otherwise In this Purchase Agreement. 22. Buyer's failure to give written notice of cancellation of this Purchase Agreement, within the respective time period(s 23. specified herein shall conclusively be deemed Buyer's election to proceed with the transaction without correction of 24. any disapproved Items that Seller has not agreed in writing to correct or remedy. 25. Buyer's Responsibility Regarding Due Diligence: Buyer shall keep the Property free and clear of all liens, shall 26. Indemnify, defend, and hold Seller harmless from all liability, claims, demands, damages, costs or expenses, Incurred 27. by Seller by reason of any physical damage to the Property or injury to persons caused by Buyer or Its agents or 28. contractors In exercising Its rights under this Addendum, and shall return the Property to the same condition it was 29. In prior to Buyer's testing. Buyer shall not disturb any tenants, employees or occupants of the Property. 30. Seller's Responsibility Regarding Due Diligence: Seller agrees to allow reasonable access to the Property for 31. performance of any surveys, due diligence or Inspections agreed to herein. Seller understands that the Inspections 32. may require that all utilities be on and the Seiler is responsible for providing same at Seller's expense. If the Property 33. is occupied by someone other than Owner, Owner shall comply with Minnesota law and existing Owner's lease, If 34. any, to provide tenant with proper notice In advance of any Property showing. 35. A. ENVIRONMENTAL ASSESSMENTS/INSPECTIONS: 36. (1) phase 1: This Purchase Agreement 0 IS ❑ IS NOT contingent upon © BUYER ❑ SELLER ----Awk-- 37, obtaining a Phase I environmental site assessment of the Property at © BUYER'S ❑ SELLER'S expense ---- --(Check one).---..------ 38. within 45 Days -� _ . days of Final Acceptance Date of this Purchase Agreement. 39. Buyer shall provide reasonable approval of the Phase I environmental site assessment within 40. - days of either: 41. (a) Final Acceptance Date of this Purchase Agreement if the Phase I environmental site assessment is 42. obligated to be obtained by Buyer, or 43. (b) receipt of the Phase I environmental site assessment if Seiler is obligated to obtain. MN-ACPA:1313-1 (8/20) Minnesota RealtorsO TRANSACTIONS Tr+MMuo�De�M�dNen Aufhsndslgn ID! D44SD5F3.C30A.4AF3-HEt0-02CDABFESOC8 ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT: DUE DILIGENCE 44. Page 2 45. Property located at 413 Procter Ave NW, Elk River, IM 55330 46. (11) Phase II: This Purchase Agreement ❑ IS ❑ 1S NOT contingent upon ❑ BUYERc*one❑ SELLER -----Xhwk one.)___. it he,) 47. obtaining a Phase 11 environmental site assessment of the Property at ❑ BUYER ❑ SELLER 48. expensewlthln days of Final Acceptance Date ofthis PurchaseAgreement. 49. Buyer shall provide reasonable approval of the Phase II environmental site assessment within 60. days of either: 51. (a) Final Acceptance Date of this Purchase Agreement if the Phase II environmental site assessment is 62. obligated to be obtained by Buyer; or 53. (b) receipt of the Phase II environmental site assessment If Seller is obligated to obtain. 64. (!IQ Other Testing: This Purchase Agreement ❑ IS ❑ 1S NOT contingent upon [] BUYER ❑ SELLER 55. obtaining other Intrusive Testing of the Property at ❑ BUYER'S ❑ SELLER'S expense within 56. days of Final Acceptance Date of this Purchase Agreement. 57. Buyer shall provide reasonable approval of the assessment/Inspection within 68. days of either: 69. (a) Final Acceptance Date of this Purchase Agreement if the assessment/inspection is obligated to be obtained 60. by Buyer; or 61. (b) receipt of the assessment/inspection If Seller Is obligated to obtain. 62, For purposes of this form, "Intrusive Testing" shall mean any testing, inspection(s) or Investigation(s) that 63. changes the Property from its original condition or otherwise damages the Property. 64. Buyer ❑ SHALL ❑ SHALL NOT be required to provide Seller with a copy of any assessment/inspectlon -------(Check one.).... _..._ 65. reports obtained by Buyer. 66. (1v) Seller's Representations on Environmental Concerns: To the best of Seller's knowledge, there are no 67. hazardous substances or underground storage tanks except herein noted: 68. 69, -- 70. 71. B. GOVERNMENTAL APPROVAL: The following Items, it applicable, shall be completed within 72. 67 (sixty seven) _ - days of Final Acceptance Date of this Purchase Agreement. 73. (1) This Purchase Agreement ❑ IS ❑ IS NOT contingent upon Buyer obtaining approval of governing body of ---•-(Check onej-- 74. development or subdivision plans, as described below, at ❑ BUYER ❑ SELLER expense, if IS, Seiler shall -----------{Check are.)•--•-- 75. cooperate with Buyer to obtain such approval. 76. 77. 78. 79, 80. 81. (IQ This Purchase Agreement © IS ❑ IS NOT contingent upon Buyer obtaining approval of governing body for ----(Check one.) -- rezoning or use permits, as described below, at ® BUYER ❑ SELLER expense. If IS, Seller shall ------ cooperate with Buyer to obtain such approval. Approval of Conditional Uwe Permit on June 21, 2021 MN-ACPA:DD-2 (8/20) IgMinnesota Realtors® TRANSACTIONS TnmWhnUekEaitfon AulhenGslOrl ID: 8405b5F3-C35"AF3-5E10.42CDA8 FE50C0 ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT: DUE DILIGENCE 82. Page 3 83. Property located at 4" Proctor Ave raw, Elk River, MN 55330 84. C. OTHER CONTINGENCIES- This Purchase Agreement is contingent upon Buyer's reasonable approval of the 86. following items, If checked. Buyer shall approve the items within days of either. 86. (a) Final Acceptance Date of this Purchase Agreement if Buyer Is obligated to obtain the item; or 87. (b) receipt of the Item If Seller is obligated to obtain the item. 88. (Select appropriate options i--K) 89. ❑ (1) ❑ BUYER ❑ SELLER obtaining a certificate of survey of the Property, at ❑ BUYER [:] SELLER ---------(C/teck ones--------(one.1- 90, expense. 91. ❑ (il) ❑ BUYER ❑ SELLER obtaining soil tests which Indicate that the Property may be Improved without 92. extraordinary building methods or costs, at ❑ BUYER ❑ SELLER expense. -..-. ------ (Check onej____W-_. 93. ❑ (ill) [:]BUYER[:] SELLER obtaining copies of all covenants, reservations and restrictions affecting the Property, --- ----- - (Check ones.......... 94. at ❑ BUYER ❑ SELLER expense. 96. ❑ (Iv) []BUYER[:] SELLER obtaining and approving copies of Association documents at❑ BUYER [:]SELLER --- ----••-.•.(Check ono}-- -•----- _---{checkone�----_ _. 96. expense. 97. ❑ (v) Buyer obtaining from Seller copies of all documents in Seller's possession or control relating to the rights 98. of tenants, Including but not limited to, rent rolls, leases, common area maintenance fees, and estoppel 99. certificates. 100, Seller assigns all right, title, and Interest in and to the tenant security deposits and the Interest earned, if 101. any, and credited thereon (collectively, the Security Deposits) for the Property at closing. Seller warrants 102. that the Security Deposits being assigned are all of the Security Deposits being held for tenants at the 103. Property. Seller shall, immediately after closing, notify tenant of the Security Deposit transfer and of Buyer's 104. name and address as required under MN Statute 604B.178, Subd. 5. Buyer agrees to hold and apply all 105. of the Security Deposits In accordance with the terms of the leases of the Property pursuant to MN Statute 106. 504B.178 and indemnify and agree to hold and defend Seller, its legal representatives, successors and 107. assigns harmless from and against any and all claims, actions, suits, proceedings, demands, assessments, 108. judgments, liabilities and costs Including, without limitation, reasonable attorney's fees and expenses of 109, any kind whatsoever, arising from and after the date of closing asserted by said tenants or any person 110, or persons claiming under any of them with respect to any of the Security Deposits. 111. ❑ (vi) Buyer obtaining from Seller copies of all permits applicable to the Property, operating statements for the 112. last years, vendor contracts, and any other documents In Seller's possession or 113, control and relating to the Property. 114. Buyer acknowledges that Seller makes no representations or warranties by providing any documents to 116. Buyer. Buyer agrees to return all such documents to Seller upon Seller's written request. MN -AMA: 1 -3 (8/20) j g Minnesota CCCCOO Realtors® TRANSACTIONS T INWIDN01* 60116A Aulbenllelgn ID: 04860OFa-C38A4AF3-8E90-420DARFE5000 117. Property located at 413 Agreement 2021-16 ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT: DUE DILIGENCE 116. Page 4 Proctor Ave NW, Elk River, MN $3330 118. D. BUYER INVESTIGATIONS: This Purchase Agreement© IS[] IS NOT contingent upon Buyer's investigations ----(Cheak43ne.)------ 119. of the Property for Buyer to satisfy himself/herself/Itself with respect to the physical condition of the Property and 120. the feasibility and suitability of the Property for Buyer's Intended purpose. Any Buyer Investigations shall be 121. completed within days of Final Acceptance Date of this Purchase 122. Agreement. All Buyer Investigations shall be at Buyer's sole cost and expense. 123. SELLER BUYER 124. city of Slk River (B' sa e) 126. 13 126, Its:127. (Date) 128, SELLER 129. City of Rik River (Business Entity u N e) 130, By: L 131. Its: 132. i (Date) First Step Freschool & Childcare LLC (Business Entity or Individual Name) rF�NIWNI v.1r By: 1 _ — a F.a9.ara (i, tgkrr't4A4:1ePMCOT Its: (rule) 04/15/2021 (bate) BUYER (Business Entity or Individual Name) By: (Buyer) Its: ITitle) (Date) 133. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 134. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. MN-ACPA:DD-4 (a/20) Minnesota Realtors® TSAN6ACTION5 mmarLonOnk Emikn Authentlaign ID: 01SEA574.4E48-4732-AC05.D13E221386A813 I a j I 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS®, which disclaims any liability arising out of use or misuse of this form. 0 2020 Minnesota Association of REALTORSw, Edina, MN 1. Date June lath, 2021 2. Pagel Addendum to Purchase Agreement between parties, dated February 2nd 2021 (Date of this Purchase Agreement), pertaining to the purchase and sale of the Property at 413 Proctor Avenue NW Elk River, MN 55330 , In the event of a conflict between this Addendum and any other provision of the Purchase Agreement, the language In this Addendum shall govern. This Addendum is to extend the closing date to June 30, 2021 or earlier. 19, SELLER 20 City of Elk River (Business Entity or Individual Name) 21. By: (seller) 22. Its: - tntle) 23. - (Date) 24. SELLER 25 City of Elk River (Business Entity or Individual Name) 26. By: (seller) 27, Its: 28. BUYER First Step Preschool a Childcare LLC (Business Entity or Individual Name) By: r�kvf!061 1WMI'mOw (Title) 06118/2021 (Date) BUYER (Business Entity or Individual Name) By: (Buyer) Its: (ride} (Date) (Date) 29. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 30. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. MN-ACPA (8/20) Minnesota Realtors® TRANSk60� 5