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HomeMy WebLinkAbout07K Purchase Agreement for 8991 West Point Douglas Road1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (“Agreement”) is made as of __________________, 2020 (“Effective Date”), by and between Jeffrey R. Meyers and Tamara A. Meyers, husband and wife, 8991 West Point Douglas Road, Cottage Grove, Minnesota 55016 (“Seller”), and the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, 12800 Ravine Parkway South, Cottage Grove, Minnesota 55016 ( “EDA” or “Buyer”). RECITALS A. Seller is the fee owner of real property located at 8991 West Point Douglas Road in the City of Cottage Grove, Minnesota, legally described on Exhibit A, attached hereto and incorporated herein by reference (the “Property”). B. EDA desires to purchase the Property from Seller, and Seller desires to sell the same to EDA, all on the terms and conditions of this Agreement. NOW THEREFORE, for mutual consideration, the Seller and the EDA agree as follows: 1. Sale. A. Sale. Subject to the terms and provisions of this Agreement, Seller shall sell to EDA, and EDA shall purchase from Seller, the Property on the date of Closing. B. Purchase Price. The purchase price to be paid by EDA to Seller for the Property shall be Three Hundred Six Thousand and No/100 Dollars ($306,000.00) (the “Purchase Price”). Ten Thousand and No/100 Dollars ($10,000.00) shall be paid directly to Seller by depositing same in escrow with DCA Title, 750 Main Street, Suite 208, Mendota Heights, MN 55118 (“Title”) within five (5) business days after the full execution of this Agreement, as earnest money (“Earnest Money”), which Earnest Money shall be credited at Closing against the portion of the Purchase Price payable to Seller and the balance of the Purchase Price shall be paid to Seller on the Closing Date (as defined in Section 5) subject to those adjustments, prorations and credits described in this Agreement, in cash or certified funds or by wire transfer pursuant to instructions from Seller. The Closing will occur at Title, unless otherwise agreed to by the parties. If this Agreement is terminated by EDA as a result of a default by Seller, then the Earnest Money shall be returned to the EDA and neither Seller nor the EDA shall be liable to the other for any further obligations under this Agreement (except for such obligations as specifically survive termination of this Agreement). 2. Available Surveys, Tests, and Reports. Within five (5) days of the Effective Date, Seller shall cause to be delivered to EDA to the extent same are in the possession and control of Seller: (a) copies of any surveys, soil tests and environmental reports previously conducted on the Property; (b) copies of leases associated with the Property: and (c) copies of existing title work for the Property (the “Due Diligence Materials”). Seller makes no representations or 2 warranties regarding the accuracy or completeness of the Due Diligence Materials. EDA acknowledges that the sale of the Property is “AS-IS”, “WHERE IS,” and “WITH ALL FAULTS”, and that it is the obligation of EDA to conduct and complete its due diligence and investigations relating to the Property. As of the Effective Date, Seller shall make the Property available to Buyer or its contractors to conduct interior or exterior inspections, following reasonable notice by Buyer. 3. Insurance; Risk of Loss. Seller assumes all risk of destruction, loss or damage to the Property prior to the Closing Date. If, prior to the Closing Date, all or any portion of the Property or access thereto is condemned, taken by eminent domain, or damaged by cause of any nature, Seller shall immediately give EDA notice of such condemnation, taking or damage. After receipt of notice of such condemnation, taking or damage (from Seller or otherwise), EDA shall have the option (to be exercised in writing within ten (10) days of receipt of such notice) either (a) to require Seller to (i) convey the Property at Closing (as defined in Section 5) to EDA in its damaged condition, upon and subject to all of the other terms and conditions of this Agreement, without reduction of the Purchase Price, (ii) assign to EDA at Closing all of Seller’s right, title and interest in and to any claims Seller may have to insurance proceeds, condemnation awards and/or any causes of action with respect to such condemnation or taking of or damage to the Property or access thereto, and (iii) pay to EDA at Closing by certified or official bank check all payments made prior to the Closing Date under such insurance policies or by such condemning authorities, or (b) to terminate this Agreement by giving notice of such termination to Seller, whereupon this Agreement shall be terminated and thereafter neither party shall have any further obligations to the other, except for such obligations and liabilities that specifically survive termination of this Agreement. If the right to terminate this Agreement is not exercised in writing within such ten (10) day period, such right shall be deemed to have been waived. 4. Contingencies. A. EDA’s Contingencies. (1) Unless waived by EDA in writing or waived by the passage of time in the manner set forth herein, EDA’s obligation to proceed to Closing shall be subject to (a) performance by Seller of its obligations hereunder, (b) the continued accuracy of Seller’s representations and warranties provided in Section 8, and (c) EDA’s satisfaction, in EDA’s sole discretion, as to the contingencies described in this Section 4A within the time periods set forth below: a. On or before the Closing Date, EDA shall have received from Title an irrevocable commitment to issue a title insurance policy for the Property in a form and substance satisfactory to EDA in EDA’s sole discretion, not disclosing any encumbrance not acceptable to EDA in EDA’s sole discretion (the “Approved Commitment”). b. On or before the Closing Date, Seller shall have obtained releases of the Property from any and all mortgages or other monetary liens affecting any of 3 the Property. c. On or before the Closing Date, Seller shall have obtained all valid, necessary and sufficient waivers, assignments, subordinations, non-disturbance, attornments, approvals, authorizations, estoppel certificates and consents of each and every party whose waiver, subordination, non-disturbance, attornment, approval, authorization, estoppel certificate or consent shall be required to transfer the Property and consummate the transactions contemplated by this Agreement. d. On or before the Closing Date, Seller shall execute an assignment and assumption of surviving contracts, permits and licenses, warranties, and intangible property conveying to EDA with warranties the surviving contracts, permits and licenses, warranties and intangible property, free and clear of all encumbrances, together with the consent of all parties having the right to consent to such assignment, if necessary. e. On or before the Closing Date, the termination or elimination of any and all option to purchase rights, Rights of First Refusal, or Rights of First Offer related to the Property to the satisfaction of the EDA. f. On or before the Closing Date, Seller shall terminate all leases or other contracts that entitle possession and control of the Property and the Property shall be vacant. (2) If EDA elects not to exercise any of the contingencies set out herein, such election may not be construed as limiting any representations or obligations of Seller set out in this Agreement. The foregoing contingencies are for EDA’s sole and exclusive benefit and one (1) or more may be waived in writing by EDA in its sole discretion, or by the passage of time as set forth hereinabove. Seller shall reasonably cooperate with EDA’s efforts to satisfy such contingencies, at no out of pocket cost to Seller or assumption of any obligation or liability by EDA. EDA shall bear all cost and expense of satisfying EDA’s contingencies. If any of the foregoing contingencies have not been satisfied on or before the applicable date, then this Agreement may be terminated, at EDA’s option, by written notice from EDA to Seller. If EDA terminates this Agreement as a result of a failure of an EDA contingency prior to the applicable date, the Earnest Money shall be returned to the EDA and neither Seller nor the EDA shall be liable to the other for any further obligations under this Agreement (except for such obligations as survive termination of this Agreement). Such written notice must be given on or before the applicable date set forth herein above for such contingency, or EDA’s right to terminate this Agreement pursuant to such contingency shall be waived. Upon termination, neither party shall have any further rights or obligations against the other regarding this Agreement or the Property, except for such obligations that survive termination of this Agreement. 4 B. Seller’s Contingencies. Seller’s obligation to proceed to Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions: (1) EDA shall have performed and satisfied all agreements, covenants and conditions required pursuant to this Agreement to be performed and satisfied by or prior to the Closing Date. (2) All representations and warranties of EDA contained in this Agreement shall be accurate as of the Closing Date. Seller may in its sole discretion waive any of the conditions precedent set out in this Section. If any of the foregoing contingencies have not been satisfied on or before the dates set forth herein, then this Agreement may be terminated, at Seller’s sole option, by written notice from Seller to EDA. Upon termination, neither party shall have any further rights or obligations against the other regarding this Agreement or the Property, except for such obligations that survive termination of this Agreement. 5. Closing. Unless modified by the agreement between the parties hereto, or extended as set forth herein, the closing of the purchase and sale contemplated by this Agreement (the “Closing”) shall occur no later than December 31, 2020 (the “Closing Date”). Seller agrees to deliver legal and actual possession of the Property. Closing shall occur at Title. A. Seller’s Closing Documents and Deliveries. On the Closing Date, Seller shall execute and/or deliver, as applicable, to EDA the following: (1) Warranty Deed. A warranty deed conveying title to the Property to EDA, free and clear of all encumbrances, except the Permitted Encumbrances (the “Deed”). (2) Assignment and Assumption of Contracts, Permits and Licenses. Seller shall execute an assignment and assumption of surviving contracts, permits and licenses, warranties, and intangible property conveying to EDA with warranties the surviving contracts, permits and licenses, warranties and intangible property, free and clear of all encumbrances, together with the consent of all parties having the right to consent to such assignment, if necessary. (3) Seller’s Affidavit. A standard owner’s affidavit (ALTA form) from Seller which may be reasonably required by Title to issue an owner’s policy of title insurance with respect to the Property with the so-called “standard exceptions” deleted (excluding the survey exception). (4) Settlement Statement. A settlement statement with respect to this transaction. (5) General Deliveries. All other documents reasonably determined by Title to be necessary to transfer the Property to EDA and to evidence that Seller (a) has satisfied all monetary indebtedness with respect thereto, (b) has obtained such 5 termination statements or releases from such secured creditors as may be necessary to ensure that the Property is subject to no monetary liens, (c) has obtained all consents from third parties necessary to effect Seller’s performance of the terms of this Agreement, including, without limitation, the consents of all parties holding an interest in the Property, (d) has provided such other documents as are reasonably determined by Title to be necessary to issue policies of title insurance to EDA with respect to the Property with the so-called “standard exceptions” deleted (excluding the survey exception), and (e) has duly authorized the transactions contemplated hereby. B. EDA Closing Documents and Deliveries. On the Closing Date, EDA shall execute and/or deliver, as applicable, to Seller the following: (1) Payment of Purchase Price. The Purchase Price, in accordance with the terms of Section 1B. (2) Settlement Statement. A settlement statement with respect to this transaction. (3) General Deliveries. All other documents reasonably determined by Title to be necessary to evidence that EDA has duly authorized the transactions contemplated hereby and evidence the authority of EDA to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by EDA pursuant to this Agreement, or may be required of EDA under applicable law, including any purchaser’s affidavits or revenue or tax certificates or statements. 6. Prorations. Seller and EDA agree to the following prorations and allocation of costs regarding this Agreement: A. Commitment and Closing Fee. Seller will pay all costs of the title search and preparation of the Commitment with respect to the Property. EDA will pay the cost of all premiums for any title insurance policy it desires with respect to the Property, and the costs of all endorsements. EDA and Seller shall each pay one half (1/2) of any reasonable closing fee or charge imposed by Title. B. Transfer Taxes. Seller shall pay all state deed tax regarding the Deed. C. Recording Costs. Seller will pay the cost of recording all documents necessary to place record title to the Property in Seller. EDA will pay all recording costs with respect to the recording of the Deed. D. Real Estate Taxes and Special Assessments. General real estate taxes applicable to any of the Property due and payable in the year of Closing shall be prorated between Seller and EDA on a daily basis as of 12:00 a.m. CT on the Closing Date based upon a calendar fiscal year, with Seller paying those allocable to the period prior to the Closing Date and EDA being responsible for those allocable to the Closing Date and subsequent 6 thereto. Except as set forth herein with regard to special assessments associated with EDA’s development of the Property, Buyer shall pay in full all special assessments (and charges in the nature of or in lieu of such assessments) levied, pending, postponed or deferred with respect to any of the Property as of the Closing Date. EDA shall be responsible for any special assessments that are levied or become pending against the Property after the Closing Date. Notwithstanding anything to the contrary set forth herein, in the event that there are special assessments levied against the Property after the Effective Date, which special assessment relate to EDA’s development of the Property, such special assessments shall be assumed by EDA at Closing. E. Attorneys’ Fees. Seller and EDA shall each pay its own attorneys’ fees incurred in connection with this transaction. 7. Title Examination. A. EDA’s Objections. Within ten (10) days after EDA’s receipt of the Commitment, EDA may make written objections (“Objections”) to the form or content of the Commitment (“Title Objection Period”). The Objections may include without limitation, any easements, restrictions or other matters. In the event the Commitment discloses, or EDA becomes aware of, any lien on the Property created by Seller that can be discharged or satisfied by the payment of money (“Monetary Title Matters”), Seller shall discharge or satisfy such Monetary Title Matters on or prior to the Closing Date. If Seller fails to discharge or satisfy any such Monetary Title Matters as aforesaid, EDA, at its sole option, and in addition to any other rights and remedies it may have under this Agreement, at law and/or in equity, shall have the right to discharge and satisfy (or cause the Escrow Agent to discharge and satisfy) the same from the proceeds of the Purchase Price to be paid to Seller at closing. Any matters reflected on the Commitment which are not objected to by EDA within the Title Objection Period or waived by EDA in accordance with Section 7B(2) shall be deemed to be permitted encumbrances (“Permitted Encumbrances”). Notwithstanding the foregoing, the following items shall be deemed Permitted Encumbrances: (a) Covenants, conditions, restrictions (without effective forfeiture provisions) and declarations of record, if any; (b) Reservation of minerals or mineral rights by the State of Minnesota, if any; and (c) Applicable laws, ordinances, and regulations. EDA shall have the renewed right to object to the Commitment as the same may be revised from time to time, as to new items contained in any revised Commitment. B. Seller’s Cure. Seller shall be allowed to cure the same but shall have no obligation to do so. If such cure is not completed by Closing Date, or if Seller elects not to cure such Objections, the sole recourse of EDA shall be to do one of the following: (1) Terminate this Agreement by written notice to Seller; or (2) Waive the Objections, in which event the Objections shall be deemed Permitted Encumbrances. 7 If EDA so terminates this Agreement under this Section 7B(1), the Earnest Money shall be returned to the EDA and neither Seller nor the EDA shall be liable to the other for any further obligations under this Agreement (except for such obligations as specifically survive termination of this Agreement). If EDA fails to terminate this Agreement under this Section 7B(1) on or before the Closing Date, EDA shall be deemed to have elected to proceed under Section 7B(2) and waive such Objections, in which the Objections shall be considered Permitted Encumbrances. 8. Warranties and Representations. A. By Seller. Seller warrants and represents to the best of its knowledge and belief the following to EDA to be true as of the Effective Date: (1) This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. This Agreement and the documents and instruments required to be executed and delivered by Seller pursuant hereto have each been duly authorized by the Seller and such execution, delivery and performance does and will not conflict with or result in a violation of any judgment or order. (2) The execution, delivery and performance by Seller of this Agreement will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to Seller, or (b) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which Seller is a party or by which it or any of its properties may be bound. (3) To Seller’s knowledge, except as contemplated herein, no order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any other entity, is required on the part of Seller to authorize, or is required in connection with, the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, this Agreement. (4) To Seller’s knowledge, there are no actions, suits or proceedings pending or threatened against or affecting Seller or the Property, before any court or arbitrator, or any governmental department, board, agency or other instrumentality which in any of the foregoing (a) challenges the legality, validity or enforceability of this Agreement, or (b) if determined adversely to Seller, would have a material adverse effect on the ability of Seller to perform its obligations under this Agreement. (5) To Seller’s knowledge, there are wells and sewage treatment systems located on any portion of the Property that have been disclosed in separate disclosures. To Seller’s knowledge, there has been no methamphetamine production on or 8 about any portion of the Property. (6) To the best of Seller’s knowledge and belief, the Property is located in the Perfluoroalkyl Substances (PFAS) East Metro Site by the 3M Cottage Grove Manufacturing Facility and Large Waste Disposal Facilities where PFAS bearing wastes were disposed. Sellers also disclose that the well samples show contamination. See attached disclosures. Seller discloses that environmental conditions exist due to being located by the 3M Cottage Grove Manufacturing Facility and Large Waste Disposal Facility and because the property is located in the PFAS East Metro Site and because the well water tested showed contamination and Seller does not drink well water and water is being delivered to the home. Seller advises Buyer that the Property may support a claim or cause of action under any Environmental Law (as defined below) and there are or may be Hazardous Substances (as defined below) on the Property. “Environmental Law” shall mean (a) the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. § 9601-9657, as amended, or any similar state law or local ordinance, (b) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., (c) the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., (d) the Clean Air Act, 42 U.S.C. § 7401, et seq., (e) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., (f) the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq., (g) any law or regulation governing aboveground or underground storage tanks, (h) any other federal, state, county, municipal, local or other statute, law, ordinance or regulation, including, without limitation, the Minnesota Environmental Response and Liability Act, Minn. Stat. § 115B.01, et seq., (i) all rules or regulations promulgated under any of the foregoing, and (j) any amendments of the foregoing. “Hazardous Substances” shall mean polychlorinated biphenyls, petroleum, including crude oil or any fraction thereof, petroleum products, heating oil, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, and shall include, without limitation, substances defined as “hazardous substances,” “toxic substances,” “hazardous waste,” “pollutants or contaminants” or similar substances under any Environmental Law. Seller makes no covenant or representation or warranty as to the environmental condition of the Property. (7) There are no unrecorded contracts of any nature or type relating to, affecting or serving the Property, to which the Seller is a party. (8) There will be no indebtedness attributable to the Property which will remain unpaid after the Closing Date. Seller shall have no liability with respect to a breach of the representations and warranties set forth in this Agreement if EDA has actual knowledge of Seller’s breach thereof prior to Closing and EDA consummates the acquisition of the Property as provided herein. EDA acknowledges and agrees that, except as expressly specified in this Section of this Agreement, Seller has not made, and Seller hereby specifically disclaims, any 9 representation, warranty or covenant of any kind, oral or written, expressed or implied, or rising by operation of law, with respect to the Property, including but not limited to, any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, title, zoning, and tax consequences, (as the same is defined by Section 10 of this Agreement), utilities, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of any information provided by or on behalf of Seller to EDA, or any other matter or item regarding the Property. , Buyer agrees to accept the Property and acknowledges that the sale of the Property as provided for herein is made by Seller on an “AS IS,” “WHERE IS,” and “WITH ALL FAULTS” basis including the disclosed known and unknown environmental issues and including Environmental Investigation or Study and the Environmental Mitigation or Remediation, as stated in Section 10 hereof, Buyer is an experienced purchaser of property and as a governmental agency has actual knowledge of environmental issues with the Property and Buyer has made or will make its own independent investigation of the Property. The limitations set forth in this paragraph shall survive the Closing and shall not merge in the Deed. B. By EDA. EDA warrants and represents the following to Seller, and acknowledges that Seller has relied on such representations and warranties in agreeing to enter into this Agreement: (1) EDA has all requisite authority to enter into this Agreement and to perform all of its obligations under this Agreement. (2) The execution, delivery and performance by EDA of this Agreement will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to EDA, (b) violate or contravene any provision of the articles of incorporation or bylaws of EDA, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which EDA is a party or by which it or any of its properties may be bound. (3) The EDA is a governmental agency that has actual knowledge that the Property is located in the Perfluoroalkyl Substances (PFAS) East Metro Site by the 3M Cottage Grove Manufacturing Facility and Large Waste Disposal Facilities where PFAS bearing wastes were disposed. EDA also knows the well samples have also found contamination and the Seller does not use the well for drinking water and that Seller has drinking water that is delivered to the property. EDA also knows that due to being located by the 3M Cottage Grove Manufacturing Facility and Large Waste Disposal Facility and because the well water has tested for contamination that this property may have additional environmental issues that the Seller has no actual knowledge of. Seller has advised Buyer to conduct its own Phase I or other environmental due diligence at its own cost. As a condition precedent to the sale of the Property, Buyer as an experienced Buyer and a governmental agency also represents and warrants that Seller does not have 10 to provide the Hazardous Waste Disposal or Contamination Notice as provided by Minn. Stat. § 115B.16 and hereby agrees to indemnify and hold Seller harmless from all claims, damages, fines, costs, fees, attorney fees and disbursements related to the Hazardous Waste Disposal or Contamination Notice. (4) Environmental Assessment Contingency. The EDA has the right to have access to the property to enable it to do an environmental assessment, including a Phase I, at EDA sole cost. EDA’s environmental consultant must be approved by Seller, and Seller agrees it shall not unreasonably withhold approval. The environmental assessment may be commenced at any date and shall be completed prior to the closing date at the sole expense of the EDA. The EDA may choose to waive an environmental Assessment. EDA may terminate this agreement based on their environmental assessment up to the Closing Date. The EDA must provide Seller copies of their environmental assessment. If the EDA and Seller proceed to close the sale of the property then the EDA waives this Environmental Assessment contingency. EDA shall indemnify Seller against any loss, damage, claim, liability arising out of or in connection with any act or omissions of the EDA, EDA’s environmental consultant, or their representatives occurring to or upon the property in connection with the environmental assessment. EDA shall keep the property free from any mechanic lien claims arising out of the environmental assessment or remediation by or through the EDA or its environmental consultant. (5) Release of Seller by EDA. Except for a material breach of any representation or warranty by Seller contained in this Purchase Agreement, EDA waives, releases, covenants not to sue and forever discharges Seller, agents, realtors, attorney, agents and other persons acting on their behalf from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses, or compensations whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which EDA now has or which may arise in the future on account of or growing out of or in connection with any physical characteristics or existing conditions including without limitation, subsurface conditions, contaminated water, contamination released through the sewage treatment systems (Septic) that is in any way related to the contamination caused by the PFAS East Metro Site, and contamination under, or related to the Property, or contamination as defined by any applicable law or regulation. EDA acknowledges that (i) Seller has afforded EDA the opportunity for a full and complete investigation, examination and inspection of the Property and (ii) the purchase price reflects the agreement of EDA not to pursue or assert any claims against Seller arising out of environmental matters. EDA acknowledges that this clause is a negotiated part of this Agreement and serves as an essential component of consideration for the Property. The release contained under this clause includes, but is not limited to, the release of Seller from all claims 11 pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, as well as all, federal, state, and local environmental laws, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 USC § 9601 et. Seq., the Federal Brownfields Amendments Act, Pub. L. 107-118, § 115 Stat. 2356 (2002) as amended, and the Minnesota Environmental Response and Liability Act (MERLA), 115B.01 et. seq. The covenants and agreements of Buyer in this paragraph shall survive the Closing and consummation of the transactions contemplated in this Agreement. The representations, warranties and other provisions of this Section shall survive Closing; provided, however, EDA shall have no liability with respect to any breach of a particular representation or warranty if Seller shall fail to notify EDA in writing of such breach within one (1) year after the Closing Date. 9. Additional Obligations of Seller. A. Licenses and Permits. Seller shall transfer to EDA all transferable rights, if any, in any permits or licenses held by Seller with respect to the Property. Seller shall execute all applicable transfer forms and applications to facilitate and affect any such transfer and to cooperate fully with EDA in its efforts to obtain all of the necessary licenses and permits for the Proposed Use. B. Further Assurances. From and after the Closing Date, Seller agrees to execute, acknowledge and deliver to EDA such other documents or instruments of transfer or conveyance as may be reasonably required to carry out its obligations pursuant to this Agreement. C. Non-Assumption of Contracts or Other Obligations. The parties understand and agree that EDA is only acquiring certain of Seller’s real property assets and that this Agreement and any related agreements shall not be construed to be in any manner whatsoever an assumption by EDA of any agreements, indebtedness, obligations or liabilities of Seller which are owing with respect to the Property prior to the Closing Date. D. Mortgages. On or before the Closing Date, Seller shall satisfy all mortgage and/or lien indebtedness with respect to all or any portion of the Property and shall obtain recordable releases of the Property from any and all such mortgages or other liens affecting all or any portion of the Property. Notwithstanding the foregoing, Seller shall not be obligated to satisfy any liens that result from the EDA’s Investigations. E. Marketing. At all times prior to the Closing Date, Seller shall not negotiate in any manner for the sale or transfer of the Property with any third party. 12 10. Environmental Matters. A. Definitions. For purposes of this Agreement, (1) “Hazardous Substances” shall include, without limitation, polychlorinated biphenyls, petroleum, including crude oil or any fraction thereof, petroleum products, heating oil, natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, and shall include, without limitation, substances defined as “hazardous substances”, “toxic substances”, “hazardous waste”, “pollutants or contaminants” or similar substances under any Environmental Law, as hereinafter defined, PFAS, any and all substances related to the PFAS East Metro Site by the 3M Cottage Grove Manufacturing Facility and Large Waste Disposal Facilities where PFAS bearing wastes were disposed, including the contaminated subsurface well water. (2) “Environmental Law” shall mean (a) the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. § 9601-9657, as amended, or any similar state law or local ordinance, (b) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., (c) the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., (d) the Clean Air Act, 42 U.S.C. § 7401, et seq., (e) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., (f) the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq., (g) any law or regulation governing aboveground or underground storage tanks, (h) any other federal, state, county, municipal, local or other statute, law, ordinance or regulation, including, without limitation, the Minnesota Environmental Response and Liability Act, Minn. Stat. § 115B.01, et seq., (i) all rules or regulations promulgated under any of the foregoing, and (j) any amendments of the foregoing. (3) “Seller-Caused Environmental Conditions” shall mean any release or threatened release of any Hazardous Substances into the drainage systems, soils, groundwater, waters or atmosphere, which release is the result of the control, use, occupancy and/or operation of the Property by the Seller prior to the Closing Date excluding any and all environmental claims related to PFAS and any all environmental claims related to PFAS East Metro Site by the 3M Cottage Grove Manufacturing Facility and Large Waste Disposal Facilities where PFAS bearing wastes were disposed, including but not limited to those claims related to the well water and any discharge from the septic tank related to the PFAS East Metro Site by the 3M Cottage Grove Manufacturing Facility and Large Waste Disposal Facilities B. Reporting Requirements. Seller and Buyer agree to comply with all reporting requirements set out in any Environmental Law. 11. Broker. It is acknowledged that there is not a broker for EDA. Seller has a broker and all fees 13 to the broker will be paid by Seller. 12. Notice. Any notice to be given by one party hereto shall be personally delivered (including messenger delivery) or be sent by registered or certified mail, or by a nationally recognized overnight courier which issues a receipt, in each case postage prepaid, to the other party at the addresses in this Section (or to such other address as may be designated by notice given pursuant to this Section), and shall be deemed given upon personal delivery, three (3) days after the date postmarked or one (1) business day after delivery to such overnight courier. If to EDA: Cottage Grove Economic Development Authority Attn: Jennifer Levitt, Executive Director 12800 Ravine Parkway South Cottage Grove, MN 55016 with a copy to: Korine L. Land LeVander, Gillen & Miller, P.A. 633 South Concord Street, Suite 400 South St. Paul, MN 55075 If to Seller: Jeffrey R. Meyers and Tamara A. Meyers 8991 West Point Douglas Road Cottage Grove, MN 55016 13. Default; Remedies. If either Seller or EDA fails to perform any of its obligations under this Agreement in accordance with its terms, and such failing party does not cure such failure within thirty (30) days after written notice thereof from the other party (provided that no notice or cure period shall be required for obligations to be performed at Closing), then the other party shall have the right to terminate this Agreement by giving the failing party written notice of such election. In the case of any default by EDA, Seller’s sole and exclusive remedy shall be the termination of this Agreement as provided above and, upon any such termination, the Earnest Money shall be forfeited to Seller as the full and final liquidated damages, with the exception of any liens arising out of EDA’s Investigations, the obligations and liability for which shall survive the termination of this Agreement and the release of the Earnest Money to Seller. In the case of any default by Seller, EDA’s sole and exclusive remedy shall be to terminate this Agreement, in which case the Earnest Money deposit shall be returned to EDA. In no event shall EDA be entitled to record a notice of Lis Pendens against the Property. 14. Cumulative Rights. No right or remedy conferred or reserved to Seller or EDA is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative in and in addition to every other right or remedy existing at law, in equity or by statute, now or hereafter. 15. Entire Agreement; Modification. This written Agreement, its amendments, and the attached disclosures constitutes the complete agreement between the parties with respect to this transaction and supersedes any prior oral or written agreements between the parties regarding this transaction. There are no verbal agreements that change this Agreement and no waiver of 14 any of its terms will be effective unless in writing executed by the parties, except as specifically set forth herein with regard to items waived as a result of passage of time. The Recitals are hereby incorporated by reference into this agreement. 16. Binding Effect; Survival. This Agreement binds and benefits the parties and their respective successors and assigns. All representations and warranties, and indemnification obligations of the parties hereto shall survive the Closing. The EDA may not assign its rights under this Purchase Agreement without the express written agreement of Seller. 17. Governing Law. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, County of Washington. 18. Counterparts; Facsimiles. This Agreement may be executed in any number of counterparts, and all of the signatures to this Agreement taken together shall constitute one and the same agreement, and any of the parties hereto may execute such agreement by signing any such counterpart. Facsimile or “PDF” signatures on this Agreement shall be treated as originals until the actual original signatures are obtained. 19. Time of the Essence. Time is of the essence of this Agreement. IN AGREEMENT, the parties hereto have hereunto set their hands as of the date hereinbefore first written. [remainder of page intentionally left blank] 15 COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By ________________________________ Myron Bailey Its President By ________________________________ Jennifer Levitt Its Executive Director 16 SELLER JEFFREY R. MEYERS AND TAMARA A. MEYERS By: ___________________________ Jeffrey R. Meyers By: Tamara A. Meyers A-1 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY All of Block (3), Village of Langdon, which lies Southwesterly of the right of way limits of State Trunk Highway No. 61 as set forth in Final Certificate on Condemnation of Lands for Trunk Highway purposes recorded at Document No. 210046. [Title Commitment legal description to govern]