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<br />A. Authority. The terms of this Agreement have been properly approved by
<br />the Seller, including, without limitation, as evidenced by the adoption of any requisite City
<br />Council resolutions, the Seller has complied with all applicable laws regarding the sale of
<br />public property to a private party, and the parties executing this Agreement on behalf of
<br />the Seller have been duly authorized to execute this Agreement and to bind the Seller to
<br />the terms hereof. All documents executed by Seller which are to be delivered at the
<br />Closing are duly authorized, executed, and delivered by the Seller, are legal, valid, and
<br />binding obligations of Seller, are sufficient to convey title and do not violate any provisions
<br />of any agreement to which Seller is a party or to which it is subject.
<br />B. Title to Real Property. Seller owns fee title to the Real Property, free and
<br />clear of all encumbrances and there are no leases or other agreements granting third
<br />parties any right to possess or purchase any portion of the Real Property being sold.
<br />
<br />C. Utilities. The Real Property has services nearby to supply water, storm
<br />sewer and sanitary sewer and Seller has received no notice of actual or threatened
<br />reduction or curtailment of any utility service now supplied to the Real Property. Aspects
<br />related to adequacy of existing services will
<br />be set forth in the Development Agreement to be entered into by and between Seller and
<br />Buyer as contemplated by Section 3.M hereof.
<br />
<br />D. Environmental Laws. the Real Property does not
<br />contain any toxic or hazardous substances or wastes, pollutants or contaminants
<br />(including, without limitations, asbestos, urea formaldehyde, the group of organic
<br />compounds known as polychlorinated biphenyls, petroleum products including gasoline,
<br />fuel oil, crude oil and various constituents of such products, and any hazardous substance
<br />as defined in the Comprehensive Environmental Response, Compensation and Liability
<br />Act of 1980 ("CERCLA"), 42 U.S.C. § 9601.9657, as amended)
<br />have been generated, treated, stored, released or disposed of, or otherwise placed,
<br />deposited in or located on the Real Property in violation of applicable laws or regulations,
<br />nor to the best knowledge of Seller, has any activity been undertaken on the Real Property
<br />that would cause or contribute to (i) the Real Property becoming a treatment, storage or
<br />disposal facility within the meaning of and in violation of the Resource Conservation and
<br />Recovery Act of 1976, ("RCRA"), 42 U.S.C. § 6901 et seq., or any similar state law or local
<br />ordinance, (ii) a release or threatened release of Hazardous Substances from the Real
<br />Property within the ambit of CERCLA or any similar state law or local ordinance, or (iii) the
<br />discharge of pollutants or effluents into any water source or system, the dredging or filling
<br />of any waters or the discharge into the air of any emissions, that would require a permit
<br />under the Federal Water Act, 33 U.S.C. § 1251 et seq., or the Clean Air Act, 42 U.S.C.
<br />§7401, et seq., or any similar state law or local ordinance.
<br />site was cleaned of contaminants and inspected by the Minnesota Pollution Control
<br />Agency, which identified this site as Leak 7546.
<br />
<br />E. Rights of Others to the Real Property. Seller has not entered into any
<br />other contracts for the sale of the Real Property, nor are there any rights of first refusal or
<br />options to purchase the Real Property or any other rights of others that might prevent the
<br />consummation of this Agreement. As of the date of this Agreement and the Closing Date,
<br />there are no agreements or understandings between Seller and any other parties which
<br />materially affect the operation or financing of the Real Property as currently operated by
<br />Seller that have not been disclosed to Buyer pursuant to this Agreement.
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