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Section 2. Documents Approved. <br />1. The Council approves the Purchase Agreement in substantially the form <br />presented to the Council, together with any related documents or certifications necessary in <br />connection therewith, including without limitation the quit claim deed and all documents <br />and certifications referenced in or attached to the Purchase Agreement, and any other <br />documents necessary to transfer the Property to the Seller, all as described in the Purchase <br />Agreement (collectively, the “Documents”) and the Mayor and the City Clerk are hereby <br />authorized and directed to execute the Documents on behalf of the City and to carry out, on <br />behalf of the City, the City’s obligations thereunder when all conditions precedent thereto <br />have been satisfied. <br />2. City staff and officials are authorized to take all actions necessary to perform <br />the City’s obligations under the Documents as a whole, including without limitation <br />execution of any documents or certifications to which the City is a party referenced in or <br />attached to the Purchase Agreement, and any other documents necessary to transfer the <br />Property from the Seller. <br />3. The approval hereby given to the Documents includes approval of such <br />additional details therein as may be necessary and appropriate and such modifications <br />thereof, deletions therefrom and additions thereto as may be necessary and appropriate and <br />approved by legal counsel to the City and by the officers authorized herein to execute said <br />documents prior to their execution; and said officers are hereby authorized to approve said <br />changes on behalf of the City subject to the following conditions: (a) such modifications do <br />not materially adversely affect the interests of the City; and (b) such modifications do not <br />contravene or violate any policy of the City or applicable provision of law. The execution of <br />any instrument by the appropriate officers of the City herein authorized shall be conclusive <br />evidence of the approval of such document in accordance with the terms hereof. In the <br />event of absence or disability of the officers, any of the documents authorized by this <br />resolution to be executed may be executed without further act or authorization of the <br />Council by any duly designated acting official, or by such other officer or officers of the <br />Council as, in the opinion of the City Attorney, may act in their behalf. This resolution shall <br />not constitute an offer and the purchase agreement shall not be effective until the date of <br />execution thereof. <br />4. Upon execution and delivery of the Documents, the officers and employees <br />of the City are hereby authorized and directed to take or cause to be taken such actions as <br />may be necessary on behalf of the City to implement the Documents. <br />Passed and adopted this 3rd day of June, 2024, by the City Council of the City of Elk River, <br />Minnesota. <br />John J. Dietz, Mayor <br />ATTEST: <br />Tina Allard, City Clerk <br />Page 438 of 464