6.1 EDSR 04-15-2024 - Laserfiche WebLink

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v.2 (Java) EL185\76\937850.v4 PURCHASE AGREEMENT 1. PARTIES. This Purchase Agreement (this “Agreement”) is made on this _____ day of _______________, 2024 (the “Effective Date”), by and between the Elk River Economic Development Authority, a Minnesota body corporate and politic (the “EDA”) and Java Companies LLC, a Minnesota limited liability company and its permitted assigns (the “Buyer”). 2. SALE OF PROPERTY. The EDA agrees to sell to the Buyer and the Buyer agrees to buy from the EDA, the real estate located at 13530 and 13566 185th Avenue NW in the City of Elk River, Sherburne County, Minnesota, legally described on the attached Exhibit A (the “Property”). 3. PURCHASE PRICE AND MANNER OF PAYMENT. The Buyer shall pay the EDA Three Hundred and Sixty Thousand and no/100ths Dollars ($360,000.00) for the Property (the “Purchase Price”). Upon approval and execution of this Agreement by the Buyer and the EDA, the Buyer shall deposit $20,000.00 in initial earnest money (the “Earnest Money”) to be held in escrow by Servion Commercial Title (the “Title Company”). The Earnest Money shall be credited against the Purchase Price at Closing. 4. OBLIGATIONS OF THE EDA. Buyer’s obligation to close the transaction is specifically conditioned upon the following (the “Buyer’s Closing Conditions”): 4.1. Representations and Warranties. The representations and warranties of the EDA 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 EDA shall have delivered to the Buyer on the Closing Date, a certificate dated the Closing Date, signed by an authorized representative of the EDA, certifying that such representations and warranties are true as of the Closing Date in all material respects (the “Closing Certificate”). 4.2. Title. Title to the Property 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 EDA’s Obligations. The EDA shall have performed all of the obligations required to be performed by the EDA under this Agreement in all material respects. Included within the obligations of the EDA under this Agreement shall be the following: 4.3.1. The EDA agrees to cooperate with the Buyer as reasonably necessary to permit the Buyer to investigate the Property. 4.3.2. The EDA shall deliver to the Buyer the Title Evidence required in Section 8 10 business days from the Effective Date of this Agreement. 4.3.2 The EDA shall deliver to the Buyer copies of any surveys, plats, civil plans, soils reports, environmental reports (including all investigations performed on the Property in the last five years), and title work relating to the Property which are in the EDA’s possession or control the “Due Diligence Materials” Page 17 of 41