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SALE AND PURCHASE AGREEMENT <br /> THIS SALE AND PURCHASE AGREEMENT (the "Agreement"), is made as of <br /> June , 2015 (the "Effective Date" of this Agreement) between the City of Elk River, a <br /> Minnesota municipal corporation, (the "Buyer") and Cornerstone Elk River LLC, a Minnesota <br /> limited liability company ("Seller"). <br /> In consideration of the mutual covenants and agreements hereinafter contained, the <br /> parties agree as follows: <br /> 1. SALE AND PURCHASE OF REAL PROPERTY. Seller shall sell to Buyer, and <br /> Buyer shall purchase from Seller the following property (the "Real Property"): <br /> Lot 4, Block 1, Mississippi Ridge 2nd Addition, Sherburne County, Minnesota, <br /> according to the recorded plat thereof. <br /> 2. PURCHASE PRICE AND MANNER OF PAYMENT. The purchase price <br /> ("Purchase Price") to be paid by Buyer to Seller shall be One Hundred Eighty-five Thousand <br /> and No/100 Dollars ($185,000.00). The Purchase Price, plus or minus any prorations and other <br /> adjustments required hereunder, shall be paid by wire transfer on the Closing Date. Seller shall <br /> provide Buyer wire transfer instructions in advance of the Closing Date. <br /> 3. CONDITIONS TO BUYER'S OBLIGATIONS. The obligations of Buyer under this <br /> Agreement are conditioned upon satisfaction or waiver by Buyer of each of the following by the <br /> respective dates indicated: <br /> (a) Access. Seller shall allow Buyer and Buyer's agents access to the Real Property <br /> without charge and at all reasonable times for the purpose of investigation and testing. <br /> Buyer shall pay all costs and expenses of such investigation and testing and shall <br /> indemnify, defend and hold Seller and the Real Property harmless from all costs and <br /> liabilities relating to Buyer's activities; provided that Buyer shall not be responsible for <br /> existing conditions on the Real Property nor the cost of investigations or studies <br /> completed by Seller before the Effective Date. Buyer shall further repair any damage to <br /> the Real Property caused by or occurring as a result of Buyer's testing. The foregoing <br /> covenants shall survive the termination or cancellation of this Agreement. <br /> (b) Title. Title shall have been found acceptable by Buyer in its sole discretion, or <br /> been made acceptable, in accordance with the requirements and terms of Section 4 <br /> below. <br /> (c) Representations and Warranties. The representations of Seller contained in this <br /> Agreement will be true now and on the Closing Date as if made on the Closing Date. <br /> (d) Investigations or Testing. Buyer determining on or before the Closing Date, that <br /> it is satisfied, in its sole discretion, with the results of matters disclosed by any <br /> 1815692 <br />