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1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />29 <br />30 <br />31 <br />32 <br />33 <br />34 <br />35 <br />36 <br />37 <br />38 <br />39 <br />40 <br />41 <br />42 <br />43 <br />44 <br />45 <br />46 <br />47 <br />48 <br />49 <br />Attachment B <br />PURCHASE/SALE AGREEMENT <br />THIS PURCHASE/SALE AGREEMENT (the "Agreement") is made and entered into as of the <br />day of , 2015 (which shall be the reference date only of this Agreement) by and <br />between UNITED PROPERTIES RESIDENTIAL LLC, a Minnesota limited liability company ("Seller") <br />and the CITY OF ROSEVILLE, a Minnesota municipal corporation ("Purchaser"). <br />RECITALS <br />A. Pursuant to the terms and conditions of a Purchase/Sale Agreement between Seller and <br />Roseville Area Schools Independent School District No. 623 (the "School District Agreement") with an <br />effective date of March l l, 2015, Seller is to become the owner of certain real property located on <br />Victaria Road North, in the City of Roseville ("City"), County of Ramsey and State of Minnesota, <br />including an approximate 4.38 acre parcel of real property which is legally described on the attached <br />Exhibit A(the "Land") and which is the subject matter of this Agreement. <br />B. Seller desires to sell the Land and any and all improvements located thereon to Purchaser, <br />and Purchaser desires to purchase such Land and improvements pursuant to the terms and conditions <br />provided in this Agreement. <br />AGREEMENT <br />NOW, THEREFORE, in consideration of the foregoing and of the following terms and <br />conditions, the parties agree as follows: <br />SALE AND PURCHASE. Seller hereby agrees to sell to Purchaser, and Purchaser hereby <br />agrees to purchase from Seller, upon the terms and conditions set farth below, the following: <br />a. Fee simple title to the Land together with improvements, if any, constructed on <br />the Land (the "Improvements"); and <br />b. Full-size copies or originals, as determined by Seller, of all site plans; surveys, <br />including AutoCAD drawings of the ALTA/ACSM survey and topographical <br />survey of the Property; soil studies; engineering plans or reports; environmental <br />reports, including any Phase I or Phase II inspection report; vendor or building <br />service contracts; roof or other equipment warranties; and other intangible <br />personal property, if any, in Seller's possession created or used in connection <br />with the management, maintenance or operation of the Land (collectively, the <br />"Seller Reports"). <br />c. An access and parking easement in form and content as depicted on Exhibit B <br />attached hereto (the "Access and Parking Easement Agreement") on the <br />Parking Easement Area, as defined in Exhibit B and subject to the limitations, <br />terms and conditions as set forth in the Access and Parking Easement Agreement. <br />d. All items described in subsections 1 a., 1 b., and 1 c. above are collectively <br />referred to in this Agreement as the "Property". <br />1 <br />