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SALE AND PURCHASE AGREEMENT THIS SALE AND PURCHASE AGREEMENT (the "Agreement "), is made as of June 1 2015 (the "Effective Date" of this Agreement) between the City of Elk River, a Minnesota municipal corporation, (the "Buyer ") and Cornerstone Elk River LLC, a Minnesota limited liability company ( "Seller "). In consideration of the mutual covenants and agreements hereinafter contained, the parties agree as follows: 1. SALE AND PURCHASE OF REAL PROPERTY. Seller shall sell to Buyer, and Buyer shall purchase from Seller the following property (the "Real Property "): Lot 4, Block 1, Mississippi Ridge 2nd Addition, Sherburne County, Minnesota, according to the recorded plat thereof. 2. PURCHASE PRICE AND MANNER OF PAYMENT. The purchase price ( "Purchase Price ") to be paid by Buyer to Seller shall be One Hundred Eighty -five Thousand and No /100 Dollars ($185,000.00). The Purchase Price, plus or minus any prorations and other adjustments required hereunder, shall be paid by wire transfer on the Closing Date. Seller shall provide Buyer wire transfer instructions in advance of the Closing Date. 3. CONDITIONS TO BUYER'S OBLIGATIONS. 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: (a) Access. Seller shall allow Buyer and Buyer's agents access to the Real 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 Real Property harmless from all costs and liabilities relating to Buyer's activities; provided that Buyer shall not be responsible for existing conditions on the Real Property nor the cost of investigations or studies completed by Seller before the Effective Date. Buyer shall further repair any damage to the Real Property caused by or occurring as a result of Buyer's testing. The foregoing covenants shall survive the termination or cancellation of this Agreement. (b) Title. Title shall have been found acceptable by Buyer in its sole discretion, or been made acceptable, in accordance with the requirements and terms of Section 4 below. (c) Representations and Warranties. The representations of Seller contained in this Agreement will be true now and on the Closing Date as if made on the Closing Date. (d) Investigations or Testing. Buyer determining on or before the Closing Date, that it is satisfied, in its sole discretion, with the results of matters disclosed by any 181569v2