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Attachment C PURCHASE AGREEMENT THIS AGREEMENT is made as of , 2009 (the "Effective Date") by and between Hagen Ventures, LLC, a Minnesota limited liability company ("Seller"), and the City of Roseville, a municipal corporation ("Buyer"). RECITALS: A. Seller is the fee owner of that certain real property commonly known as 2785 Fairview Avenue, located in Ramsey County, Minnesota. B. Seller wishes to convey, and Buyer wishes to purchase, that certain portion of the real property containing approximately 87,329 square feet, the legal description of which is set forth on Exhibit A("Property"), which Property is identified on the sketch attached hereto as Exhibit A-1, together with all rights, privileges, easements, and appurtenances belonging thereto. AGREEMENT: In consideration of the mutual covenants and agreements herein contained and other valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Purchase Price and Manner of Payment. The total purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $1,006,500.00 and shall be paid as follows: a. Upon execution of this Agreement $10,000.00 as earnest money ("Earnest Money"): b. On the Closing Date the balance of the Purchase Price ($996,500.00) in a cash or other immediately available funds, less an escrow of $60,000 to be held pursuant to the Escrow Agreement attached hereto as E�ibit E(the "Escrow Agreement") 2. Seller's waiver of relocation benefits. Seller acknowledges that the Buyer is a governmental subdivision with the right of eminent domain and that Seller may have the right to relocation benefits pursuant to Minnesota Statutes Section 117.52. The Purchase Price represents the total consideration for the Property and Seller waives any rights pursuant to Minnesota Statutes Section 117.52 to any relocation benefits. Seller agrees to execute the Waiver of Relocation Benefits, attached as E�ibit B. 3 Existing and prospective leases and subleases. Seller represents that all present leases, including subleases of the property, are on a month-to-month basis. Seller further represents that, when it becomes a tenant of the property after the closing pursuant to Paragraph 5(h) of this Agreement and the Lease, as hereinafter defined, it will only enter month to month subleases with all new subtenants. Seller represents that it will notify all subtenants who take occupancy after the closing that the property, prior to the execution of any sublease, that the Property has been acquired Page 1