5.2 EDSR 10-20-2014 - Laserfiche WebLink

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SALE AND PURCHASE AGREEMENT THIS SALE AND PURCHASE AGREEMENT (the "Agreement"), is made as of , 2014 (the "Effective Date" of this Agreement) between the Elk River Economic Development Authority, a public body corporate and politic and a political subdivision of the State of Minnesota (collectively, the "Seller") and Scatman Holdings, LLC, a Minnesota limited liability company, and its assigns (the "Buyer"). In consideration of the mutual covenants and agreements hereinafter contained, the parties agree as follows: 1) SALE AND PURCHASE OF PROPERTY. Seller shall sell to Buyer, and Buyer shall purchase from Seller the property legally described in Exhibit A attached hereto (the "Property"). 2) PURCHASE PRICE AND MANNER OF PAYMENT. The purchase price ("Purchase Price") to be paid by Buyer to Seller shall be One Hundred Fourteen Thousand One Hundred Twenty-Seven and 20/100 Dollars ($114,127.20). The Purchase Price, plus or minus any prorations and other adjustments required hereunder, shall be paid in cash, wire transfer, or guaranteed funds on the Closing Date. 3) CONTINGENCIES. (a) Buyer's Contingencies. The obligations of Buyer under this Agreement are conditioned upon satisfaction or waiver by Buyer of each of the following by the respective dates indicated: (1) Access. Seller shall allow Buyer and Buyer's agents access to the Property without charge and at all reasonable times for the purpose of investigation and testing. Buyer shall pay all costs and expenses of such investigation and testing and shall indemnify, defend and hold Seller and the Property harmless from all costs and liabilities relating to Buyer's activities; provided that Buyer shall not be responsible for existing conditions on the Property nor the cost of investigations or studies completed by Seller before the Effective Date. Buyer shall further repair any damage to the Property caused by or occurring as a result of Buyer's testing. (2) Cooperation. Seller shall, without charge to Buyer, cooperate in Buyer's attempts to obtain all governmental approvals and permits necessary in Buyer's judgment in order to allow the lawful use of the Property for Buyer's intended purposes. (3) Governmental Approvals. Buyer shall have obtained, at its sole cost and expense, all governmental permits, approvals and licenses from all applicable governmental authorities as Buyer deems necessary in its sole discretion for its intended development, construction and use of the Property. (4) Lot Split. Prior to the Closing Date, Seller shall complete, at Seller's sole cost and expense, a lot split by administrative subdivision to split Seller's existing parcel of property legally described as Lot 1, Block 1, Northstar Business Park, Sherburne County, 178525v7