4.2. ERMUSR 01-08-2013 - Laserfiche WebLink

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PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is made as of January _, 2013 (the "Effective Date"), between THERESA LEE, a single Minnesota resident ("Seller"), and ELK RIVER MUNICIPAL UTILITIES, a Minnesota municipal utility("Buyer"). In consideration of the mutual covenants and agreements hereinafter contained, Seller and Buyer agree as follows: 1.) SALE AND PURCHASE OF PROPERTY. Seller will sell to Buyer, and Buyer will purchase from Seller, a parcel of real property (the "Property") commonly known as 1627 Main Street, Elk River, in the County of Sherburne, State of Minnesota, legally described in the attached Exhibit A, together with improvements, easements, air rights and other rights benefiting or appurtenant to the Property. 2.) PURCHASE PRICE AND MANNER OF PAYMENT. The total purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be One Hundred Fifty-nine Thousand Five Hundred and No/100s Dollars ($159,500.00). The Purchase Price, plus or minus any pro- rations and other adjustments required hereunder, shall be paid in cash, wire transfer, or guaranteed funds on the Closing Date(as hereinafter defined). 3.) CONDITIONS TO BUYER'S OBLIGATIONS. The obligations of Buyer under this Agreement are conditional upon satisfaction or waiver by Buyer of each of the following on or before the forty-fifth (456) day after the Effective Date (the "Due Diligence Period"), except as otherwise set forth below: (a) Title. Title is found acceptable by Buyer based on the Title Evidence (as hereinafter defined), or is made acceptable, in accordance with the requirements and terms of Section 5 below. (b) Performance of Seller's Obligations. Seller performs all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement, including, without limitation, allowing Buyer and Buyer's agents' access to the Property without charge at all reasonable times for the purpose of investigation and testing. Buyer will pay all costs and expenses of such investigation and testing and will indemnify Seller and the Property from all costs and liabilities relating to Buyer's activities. Buyer will repair and restore any damage to the Property caused by or occurring as a result of Buyer's testing and return the Property to substantially the same condition as existed before Buyer's entry. Buyer will give Seller twenty-four (24) hours advance written notice of such investigations and shall not unreasonably disturb Seller's during such investigations. (c) Inspection and Testing. Buyer determines that the Property is suitable for its intended use and that there are no objectionable issues disclosed by: (i) Physical inspection of the Property by Buyer and/or its agents; and (ii) surveys, soil tests, engineering inspections, hazardous waste and environmental assessments and other tests and inspections of the Property performed by Buyer or provided by Seller pursuant to Section 3(b)(4) above; and 1.