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