4.3. SR 11-02-2015 - Laserfiche WebLink

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PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made and entered into as of the Effective Date (as defined below in Section by and between E&R Investments, LLC, a Minnesota limited liability company ("Purchaser") and the City of Elk River, a Minnesota municipal corporation ("Seller"). In consideration of the mutual covenants and agreements contained herein, including the costs and expenses incurred by Purchaser to perform due diligence related to the acquisition of the Property, and for other good and valuable consideration, Purchaser and Seller do hereby make and enter into this Agreement upon the following terms and conditions: ARTICLE 1 -PURCHASE AND SALE 1.1 Agreement of Purchase and Sale. Seller agrees to sell to Purchaser, and Purchaser agrees to buy from Seller, the real property that Seller owns, or will own or have control over, within the land located in the City of Elk River, County of Sherburne, State of Minnesota, as depicted in Exhibit A, together with any improvements thereon, and all easements and rights benefitting or appurtenant to the property (collectively the "Property"). The Property is identified in this Agreement by reference to four different parcels. Purchaser acknowledges that Seller is not the current owner of Parcels 1 and 3 of the Property and that Seller is in the process of acquiring these parcels from their current owners. The Property and the parcels are depicted in Exhibit A and further described as follows: Parcel 1: Hogen A. Wingness is the fee owner of Tract B of Parcel 1 and Harry R. Lakoduk and Sue Lakoduk are the fee owners of the other portion of Tract A of Parcel 1. This parcel is also encumbered by a Minnesota Department of Transportation ("MnDOT") right-of-way easement. Seller shall use reasonable efforts to obtain deeds from the fee owners of the parcels or their heirs, or in the event that Seller is unable to locate the fee owners or the fee owners are not willing to convey Parcel 1 to Seller, Seller shall acquire Parcel 1 through eminent domain. Seller shall also use reasonable efforts to obtain a release from MnDOT of the right-of-way easement. Timing of the conveyance from the fee owners and the release of the easement from MnDOT shall be consistent with the timing under this Agreement. Parcel 2: Seller is the fee owner of Parcel 2. Parcel 3: Sherburne County ("County") is the fee owner of Parcel 3. The County has represented to Seller that it is willing to convey Parcel 3 to Seller. Seller shall reasonable efforts to obtain a deed from the County for Parcel 3. Timing of the conveyance from the County shall be consistent with the timing under this Agreement. Parcel 4: Seller is the fee owner of Parcel 4. 1.2 Purchase Price and Manner of Pam. The purchase price for the parcels of the Property shall be as follows: (a) For Parcels 1 and 3 the purchase price shall be the consideration amount that the fee owners agree to convey these parcels to Seller in any offer letter or other agreement with Seller or, in the event that Seller must obtain the property using eminent domain, the amount paid by Seller to the fee owners as compensation and the amount charged by MnDOT for releasing its easement. There shall be no mark-up or additional cost charged for the purchase price of these parcels, but Purchaser shall be responsible for paying Seller's acquisition costs, including, but not limited to, appraisal fees, court filing fees, 469680v2 SJS EL185-36