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<br />Ben.ch
<br />Date:
<br />[tem:
<br />
<br />
<br />PURCHASE AND SALE AGREEMENT
<br />
<br />&.
<br />A.rona PUl'ChilSe
<br />By as of 4/28/03
<br />
<br />THIS AGREEMENT is n1ade and entered into by and between the City of
<br />Roseville, herein referred to as "Seller" and United Properties Investment LLC, 3500 W.
<br />80th St., Minneapolis, MN 55431, herein referred to as "Purchaser" with reference to a
<br />certain parcel of land located in the City of Roseville, County of Ramsey, and State of
<br />Minnesota more fully described as:
<br />
<br />See Exhibit A
<br />
<br />In consideration of the mutual covenants herein set forth, the parties agree as follows:
<br />
<br />1. AGREEMENT TO SELL AND PURCHASE: Seller covenants and
<br />agrees to sell, and Purchaser covenants and agrees to purchase the above described
<br />property, herein referred to as the "Property," together with any improvements, fixtures,
<br />and equipment situated thereon ("Improvements") together with (i) any and all rights,
<br />titles, powers, privileges, easements, licenses, rights-of-way and interests appurtenant to
<br />and which benefit the Property and the improvements, (ii) all rights, titles, powers,
<br />privileges, licenses, easements, rights-of-way and interests, if any, of Seller, either at law
<br />or in equity, in possession or in expectancy, in and to any real estate lying in the streets,
<br />highways, roads, alleys, rights-of-way or sidewalks, open or proposed, in front of, above,
<br />over, under, through or adjoining the Property, (iii) and all rights, titles, powers,
<br />privileges, interests, licenses, easements and rights-of-way appurtenant or incident to any
<br />of the foregoing and the purchase, and the conveyance contemplated herein will be
<br />contingent on and subject to the terms, covenants, conditions and contingencies herein.
<br />
<br />2. PERMITTED ENCUMBRANCES: The sale of the Property is subject to
<br />the following encumbrances (herein referred to as the "Permitted Encumbrances"):
<br />building and zoning laws and ordinances, local, state and federal, regulations, easements,
<br />covenants and restrictions of record, reservation of mineral rights by the State of
<br />Minnesota, and Purchaser's contingent obligation to pay increased Purchase Price funds
<br />under Section Eight hereof.
<br />
<br />3. CONTINGENCIES: Provisions to the contrary herein notwithstanding,
<br />closing of this transaction is contingent upon satisfaction of all of the following
<br />conditions:
<br />
<br />(A) Purchaser, at Purchaser's sole cost and expense, obtaining all
<br />necessary zoning classifications and variances and the issuance of all
<br />necessary permits and approvals to allow construction and operation
<br />upon the Property of Purchaser's proposed development.
<br />
<br />(B) Purchaser, obtaining geotechnical reports, based upon soil borings
<br />and tests, which disclose soil conditions satisfactory to Purchaser for
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