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I�U�ZC�lAS�E��i�E�+MENT date of this Agreement,Seller shall deliver to[3uyer copies of feasibility studies,soil
<br /> repor[s, enviroiunental reports, permits, licenses, service contracts, title policies,
<br /> surveys,and other appraisa]s,iuspections,tests,reporls,studies or informalion in the
<br /> THIS nGRE�MEN'i is made as of Marcli ,2010("Gffective Date"),by and between the possession or reasonable control of Seller with respect to the Property. I3uyer shall
<br /> CITY OF ORONO("Seller"),and COMMONBOND ACQUISITION LLC("Buyer"). also have the right to interview employees of Seller who may have knowledge of
<br /> such matters. Buyer sl�all have been satisfied widi the results of all tests and
<br /> In consideration of this Agreement,Seller and[3uyer agree as Collows: investigatious performed by it on or before the Closing Date.
<br /> L Sale of Property. Seller agrees to sell ro [3uyer, and Buycr agrees to buy from Seller,the 4.4. Financin�. Buyer shall have received commitments far financing necessary and
<br /> following property legally described on Exhibit A,togetl�er with improvements located on suffcient, in duyers opinion,to implement Buyer's plans for and to complete the
<br /> the Seller's laud and all easements and rights bei�efiting or appurtenant to such real property, Purchase of the Property and the development of the Project, including, but uot
<br /> including Seller's riglits in any vacated or existing public rights oC way abutting such real limited to,an allocation of low-income ho«sing tax credits from Minnesota Housing
<br /> properly(collectively,the"Property"). Finai�ce Agency,to finance in part,the improvements.
<br /> 2. Purcltase Price and Matmer of Pavment. The total purchase price(the`9'urcliase Price")to 4.5. Closuig o�� Purchase of Miller Propertv. Buyer shall have executed a Puroliase
<br /> be paid for the Properry sl�all be ($__). "�he Purohase Price shall Agreement to acquire the Miller Property and closing on the Miller Property shall
<br /> be payable as follows: occttr simultaneously with closing on the Property.
<br /> ���• llollars and no/100 ($ )as earttest money("Earnest 4.6. Material Changes. 'l�here shall have been no material adverse changes in the
<br /> Money"), which Eamest Money shall be held by Conunonwealth 1,and "I�ide operation or physical condition of the Property between the date hereof and llie
<br /> Insurance Company("Title")in accordance with the Escrow Receipt attached hereto Closing Date.
<br /> among Seller,I3uyer and 7'itle.The Earnest Money shall be paid by Buyer within 48
<br /> hours atier receiving a fidly executed original of this Purchase Agreement from 4•7• Government Approvals. Fiuyer shall have secured all government approvals as
<br /> Seller and shall be credited agai�st the Purchase Price at Closing. Buyer shall deem necessary, m its sole and abso]ute discretion, to permit Buyer's
<br /> proposed development, leasing or successful marketing of the Property, including,
<br /> 2.2. The balaiice of the Purchase Price,plus or tninus prorations and other adjustments without limitation, verification that the Property is zoned as uecessary for Buyer's
<br /> set forth in this Agreement,if any,sl�all be paid into the"iitle's escrow account on proposed development of the Property and that no rezoning,special use,variance or
<br /> the Closing Date via wire lransfer of immediately available funds. oU�er condition is necessary to perm�t Buyer's proposed development, leasing and
<br /> success£ul marketing oC the Property.
<br /> 3. Intent. The Buyer intends to acquire a contiguous parcel of real property described on
<br /> Exhibit A-] hereto(the"Miller Property")from tl�e Miller Trust and to develop the paroels Buyer shall, on or before the Closing Date, do one of the following. (i) notify Seller in
<br /> together as one multifa�nily,affordable liousing project(the"Project"). writing that the Conditions Precedent have been salisfied or waived, in [3uyer's sole and
<br /> absolute discretion; or (ii)notify Seller in writing that the Conditions Precedent have not
<br /> 4. Contineencies.The obligations of Buyer under this Agreement are contingent upon each of been satisfied or waived by Buyer, in Buyer's sole and absolute discretion. If Buyer gives
<br /> the following(collectively,the"Conditions PrecedenP'): written notice as provided in(i)above or fails to give auy notice on or prior to the Closing
<br /> Date, the Closing shall occur on the Closing Date,unless this Agreement is terminated as
<br /> 4.1. Representations aud Warranties. l he representations 1nd warranties of Seller provided in this ilgreeme��t. ff�3uyer gives written notice as provided in(ii)above,then this
<br /> contained in this Agreement must be true now and on the Closing Date as iCmade on Agreement shall terminate,the Earnest Money along with any interest acerued thereon shall
<br /> thc Closing Date. forthwitli be relurned to Buyer and neither party shall have any further obligations
<br /> hereunder.
<br /> 4.2. Title. Title shall have been Cound acceptable, or been made acceptable, in
<br /> accordance with the requirements and tenns of Section 7 below. 5. Closine. The closing of ihe purchase and sale contemplated by this Agreement (the
<br /> "Closing")shall occur�o later than March 30,201 I (the"Closing Date"). Buyer and Seller
<br /> 4.3. Access and Iuspection. Seller shall have allowed I3uyer, ancl l3uyer's agents, agree to work together to facilitate this closing as soon as possible.The Closing shall take
<br /> immediate access to the Properry without charge and at all reasonable tirttes for the place at the office of'fitle in Miimeapolis,Miimesota. Seller agrees to deliver possession oC
<br /> purpose of Buyer's investigation and testing the same. Witl�in ten(10)days of lhe the Property to Buyer ou�he Closirig Date.
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