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EL185\77\951318.v3 <br />1 <br /> <br /> <br />PURCHASE AGREEMENT <br /> <br /> THIS PURCHASE AGREEMENT (the “Agreement”) is made and entered into this ___ day of <br />_____, 2024 (the “Effective Date”) by and between the CITY OF ELK RIVER, MINNESOTA, a municipal <br />corporation and political subdivision of the State of Minnesota (the “Seller” or the “City”), and PLM <br />PROPERTIES, LLC, a Minnesota limited liability company (“Buyer” and, together with Seller, the <br />“Parties” or individually each a “Party”). <br />Recitals <br />WHEREAS, the Seller is the fee title owner of that certain real property located in the City legally <br />described in Exhibit B attached hereto, which consists of 21.02 acres (the “Seller Parcel”); <br /> <br />WHEREAS, the Buyer wishes to purchase 14.06 acres of the Seller Parcel from Seller (the <br />“Property”) subject to the terms and conditions of this Agreement to construct and equip thereon an <br />approximately 110,000 square foot industrial warehouse facility to be operated by Heritage Millwork, Inc., <br />a Minnesota corporation (the “Tenant”), as part of a relocation of and expansion to the Tenant’s existing <br />business (the “Development”); <br /> <br />WHEREAS, the Seller believes that the development of the Property is vital and that it is in the <br />best interests of the Seller, and is in accordance with the public purpose and provisions of the applicable <br />state and local laws and requirements under which the Development will be undertaken. Further, the Seller <br />believes the Development will result in the preservation and enhancement of the City’s tax base and provide <br />increased employment opportunities in the City; and <br /> <br />WHEREAS, the Seller is willing to sell the Property to the Buyer under the terms and conditions <br />provided herein. <br /> <br />Terms of the Agreement <br />NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Parties <br />agree as follows: <br />1. Recitals. The recitals as set forth above are hereby incorporated into this Agreement. <br /> <br />2. Purchase Price. The total purchase price for the Property shall be $1,378,020.60 (the <br />“Purchase Price”). At Closing (as defined below) the Buyer shall pay the Purchase Price to the Seller in <br />cash in the amount of $1.00 and with a purchase price note in the amount of $1,378,019.60 (the “Purchase <br />Price Note”) in substantially the form attached as Exhibit A to the Development Assistance Agreement (as <br />hereinafter defined). <br />Page 440 of 464