6.1 EDSR 07-20-2015 - Laserfiche WebLink

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PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement (this "Agreement") is made on this day of July, 2015 (the "Effective Date"), by and between the City of Elk River, a Minnesota municipal corporation (the "City") and Envision Company, LLC, a Minnesota limited liability company (the `Buyer"). This Agreement, unless accepted, executed and returned to the Buyer sooner, shall become null and void at 4:30 p.m. on July , 2015. 2. SALE OF PROPERTY. The City agrees to sell to the Buyer and the Buyer agrees to buy from the City, the real estate located in Sherburne County, Minnesota, legally described on the attached Exhibit A (the "Property"), together with any and all easements and rights of every kind and nature benefitting or appurtenant to the Property, free and clear of liens and encumbrances, except those liens or encumbrances agreed to by the Buyer. 3. PURCHASE PRICE AND MANNER OF PAYMENT. The Buyer shall pay the City One Million Two Hundred and Eighty-Eight Thousand Five Hundred and Ninety Dollars ($1,288,590.00) for the Property (the "Purchase Price"). The Purchase Price shall be paid on the Closing Date(as defined below)by the delivery of$1.00 and a promissory note in the amount of the Purchase Price less $1.00, in substantially the form attached hereto as Exhibit B (the "Purchase Price Note") which shall be payable by the Buyer from tax abatement revenues generated by the Property, to the extent approved by the City in accordance with applicable law, and which shall be secured a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement from the Buyer, as mortgagor, to the City, as mortgagee in substantially the form attached hereto as Exhibit C(the"Mortgage"). 4. OBLIGATIONS OF THE CITY. The City shall provide the following documentation: 4.1. Representations and Warranties. The representations and warranties of the City contained in this Agreement must be true now and on the Closing Date in all material respects as if made on the Closing Date and the City shall have delivered to the Buyer on the Closing Date, a certificate dated the Closing Date, signed by an authorized representative of the City, certifying that such representations and warranties are true as of the Closing Date in all material respects (the "Closing Certificate"). 4.2. Title. Title shall have been found marketable, or been made marketable, in accordance with the requirements and terms of Section 8 below. 4.3. Performance of the City's Obligations. The City shall have performed all of the obligations required to be performed by the City under this Agreement in all material respects. Included within the obligations of the City under this Agreement shall be the following: 1 455958v10 SJS EL185-31