WIXLIB

VACANT LAND PURCHASE AGREEMENT1.PARTIES. This Purchase Agreement is made on , 2019, by andbetween the City of Sartell, Minnesota, a public body corporate and politic under the laws ofMinnesota (“SELLER”), and , a Minnesota(“BUYER”).2.OFFER/ACCEPTANCE. Buyer offers to purchase and Seller agrees to sell realproperty (the “Property”) located in Stearns County, Minnesota, legally described as:See attached Exhibit A.3.PRICE AND TERMS. The price for the Property included in this sale is which Buyer shall pay as follows:Earnest money of balance of the DATE OF CLOSING., the receipt of which is hereby acknowledged, and thein cash or by certified check on or before October 1, 2019,4.DEED/MARKETABLE TITLE. Upon performance by Buyer, Seller shall execute anddeliver a Quit Claim Deed (the “Deed”) conveying marketable title in substantially the sameform as attached in Exhibit B, subject to:(A)Building and zoning laws, ordinances, state and federal regulations;(B)Restrictions relating to use or improvement of the property without effectiveforfeiture provisions;(C)Reservation of any mineral rights by the State of Minnesota;(D)Utility and drainage easements which do not interfere with existingimprovements; and(E)The following exceptions to title which constitute encumbrances or restrictionswhich have been disclosed to Buyer and accepted by Buyer in this PurchaseAgreement: Requirements that Improvements be made in accordance withSection 17.5.REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes due andpayable in and for the year of closing, if any, shall be prorated between Seller and Buyer on acalendar year basis to the actual DATE OF CLOSING. Buyer shall pay real estate taxes due andpayable in the year following closing and thereafter.

BUYER SHALL pay all other special assessments levied or pending after the DATE OFCLOSING. The Buyer shall pay all SAC, WAC, building permit and other such feescharged by the City relating to the Improvements.SELLER SHALL PAY ON DATE OF CLOSING any deferred or delinquent realestate taxes or special assessments.6.CONDITION OF PROPERTY. Buyer shall have the right to have inspections of theProperty conducted prior to closing. Seller does not plan to have the property inspected. Otherthan the representations made in this paragraph, the Property is being sold “AS IS” with noexpress or implied representations or warranties by Seller as to fitness for any particular purpose.7.TIME IS OF THE ESSENCE FOR ALL PROVISIONS OF THIS CONTRACT.8.POSSESSION. Seller shall deliver possession of the Property not later than the DATEOF CLOSING.9.STATE DEED TAX AND CLOSING COSTS. Seller shall pay: (1) all state deed taxregarding the Deed to be delivered by Seller under this Agreement; (2) one-half of the closingfee; and (3) all recording costs necessary to place record title in Seller.Buyer shall pay: (1) one-half of the closing fee; (2) premium for title insurance or cost ofan attorney’s opinion obtained by Buyer; (3) inspection costs; and (4) all recording costs not paidby Seller.10.TITLE EXAMINATION. Title Examination will be conducted as follows:a.Seller’s Title Evidence. Seller shall, within 10 days after the date of thisAgreement, furnish the following (“Title Evidence”) to Buyer: a commitment(“Title Commitment”) for an ALTA Form Owner’s Policy of Title Insuranceinsuring title to the Property, in the amount of the Purchase Price, issued by TriCounty Abstract (“Title Company”). The Title Commitment will commit theTitle Company to insure title to the Property.b.Buyer’s Objection. Within 10 days after receiving the last of the Title Evidence,Buyer will make written objections (“Objections”) to the form or contents of theTitle Evidence. Seller will have 60 days after receipt of the Objections to cure theObjections, during which period the DATE OF CLOSING will be postponed asnecessary. Seller shall use its best efforts to correct any Objections. To the extentan Objection can be satisfied by the payment of money, Buyer shall have the rightto apply a portion of the cash payable to Seller at the DATE OF CLOSING tosatisfaction of such Objection and the amount so applied shall reduce the amountof cash payable to Seller at the Closing. If the Objections are not cured withinsuch 60 day period, Buyer will have the option to do any of the following:

(1)Terminate this Agreement and receive a refund of the Earnest Money; or(2)Proceed to Closing and waive the Objections.11.NOTICES. All notices required herein shall be in writing and delivered personally ormailed to the address below. If mailed, the notice will be effective as of the date of mailing.If to Seller:City of SartellAttn: Mary Degiovanni125 Pinecone Road NorthSartell, MN 56377With Copy to:Rinke NoonanAttn: Adam RippleP.O. Box 1497St. Cloud, MN 56302Aripple@RinkeNoonan.comIf to Buyer:With a Copy to:12.BUYER’S REPRESENTATIONS AND WARRANTIES.A.Organization. Buyer represents and warrants to the City that Buyer is qualified todo business in Minnesota, has the requisite power and authority to enter into andperform this Agreement. Buyer’s execution, delivery and performance of thisAgreement will not conflict with or result in a violation of any contract or courtjudgment or order to which Buyer is a part.B.Financial Ability. The Buyer, at least 10 days prior to the DATE OF CLOSING,shall demonstrate Buyer’s ability to perform under this Agreement by providing awritten financial commitment sufficient to purchase the Property. The Buyer, atthe time of site plan approval, shall demonstrate Buyer’s ability to perform under

this Agreement by providing a written financial commitment sufficient tocomplete the Improvements.C.Cooperation. The Buyer will cooperate with the City in resolving any traffic,parking, trash removal or public safety problems which may arise in connectionwith the construction of the Improvements.D.No Land Speculation. The Buyer is purchasing the Property to develop theProperty as provided in this Agreement and not for speculation in land holding.13.MINNESOTA LAW. This Agreement shall be governed by the laws of the State ofMinnesota.14.WELLS/STORAGE TANKS/SEWAGE SYSTEM DISCLOSURES. To the bestknowledge of Seller, no above ground or underground tanks, are located in or about the Property,or have been located under, in or about the Property and have subsequently been removed orfilled. To the best knowledge of Seller, there are no known wells within the meaning of Minn.Stat. §103I.005 on the Property. To the best knowledge of Seller, there are no individual sewagesystems on or serving the Property. Seller has disclosed to Buyer all environmental reports andstudies with respect to the Property which are in Seller’s possession. Seller is not aware of anymethamphetamine production that has occurred on the Property.15.CANCELLATION BY EITHER PARTY FOR CONTAMINATION. Buyer orSeller, at their discretion, may cancel this sale and Purchase Agreement and Seller shall returnthe sum(s) paid as consideration, in the event Buyer, prior to the closing hereunder, obtains atBuyer’s expense soil or groundwater analyses, or other tests showing that the soil or groundwaterat the Property is contaminated by hydrocarbons or other regulated or hazardous substances.16.RIGHT TO ENTER PROPERTY; INDEMNIFICATION; REPORTS. Buyer shallhave access to the Property for purposes of performing surveys, soil and groundwater samplingor analyses, or engineering borings and other testing; provided, however, that Buyer shallindemnify and hold harmless Seller from and against all losses, damages, demands, claims, suitsand other liabilities, including reasonable attorney fees and other expenses of litigation, becauseof personal or bodily injury or property damage resulting from Buyer’s presence on or use of theProperty for such testing. Buyer shall return the surface of the Property to substantially the samecondition as before such testing, ordinary wear and tear and permanent groundwater or soil vapormonitoring wells installed during the course of such testing excepted. Buyer promptly shalldeliver a copy of all such test results to Seller. Buyer is hereby authorized to report the results ofany underground tank and piping tightness testing, and soil or groundwater sampling or analyses,to federal, state or local authorities having jurisdiction over the Property.17.REQUIREMENT THAT IMPROVEMENTS BE MADE. Seller has agreed to sellthe Property to Buyer based upon Buyer’s written proposal dated , 2019, submittedby Buyer (“Buyer’s Proposal”). A copy of Buyer’s Proposal is attached as Exhibit C. The

parties acknowledge that Buyer’s Proposal induced the Seller to enter into this PurchaseAgreement.A.Covenant to Make Improvements. Buyer expressly covenants that Buyer willbegin work on the Improvements to the Property on or before the date which isone (1) year after the DATE OF CLOSING, subject to unavoidable delays,improvements on the Property as outlined in Buyer’s Proposal (“Improvements”).Buyer shall complete the Improvements on or before the date which is two (2)years after the DATE OF CLOSING, subject to unavoidable delays. Buyer’scompletion of the Improvements means that the Improvements have beensubstantially completed, including completion of landscaping improvements andparking and driveway improvements. Seller’s execution of the Certificate ofCompletion will serve as confirmation of Buyer’s completion of theImprovements required under this Section. Seller may, but is not obligated to,extend the deadlines contained in this section if the Buyer has good cause. Sellermay declare any violation of this covenant a breach, and seek a court orderdeclaring forfeiture by Buyer and cancellation of the Deed.B.Changes to Proposal. Any change to the Buyer’s Proposal that reduces the size orscope of the Improvements requires approval by Seller, which shall not beunreasonably withheld.C.Right of Re-entry. In addition to all other remedies available to Seller under thisAgreement or at law or equity, Seller has retained a right of re-entry as set out inthe Deed. This right of re-entry may only occur upon Buyer’s written consent orpursuant to court order granted as a result of an action for forfeiture by Buyer orcancellation of the Deed.D.Re-vesting Title to the Property in Seller. Upon the re-vesting in Seller of title tothe Property or any part thereof as provided for in this Agreement, Seller will,pursuant to its responsibilities under law, use its best efforts to resell the Propertyor part thereof as soon and in such manner as the Seller will find feasible andconsistent with Seller’s objectives to a qualified and responsible party or parties(as determined by Seller) who will assume the obligation of making or completingthe Improvements or such other improvements as will be satisfactory to Seller.Upon such resale of the Property, the sale proceeds will be applied:(a)First, to reimburse Seller, on its own behalf or on behalf of the City, for allcosts, and expenses incurred by Seller, including but not limited to salariesof personnel and attorney’s fees, in connection with the recapture,management, and resale of the Property or part thereof (but less anyincome derived by Seller from the Property or part thereof in connectionwith such management); all taxes, assessments, and water and sewercharges with respect to the Property, or part thereof, any payments, made

or necessary to be made to discharge any encumbrance or to be made todischarge any encumbrances or liens existing on the Property or partthereof at the time of re-vesting of title in Seller or to discharge or preventfrom attaching or being made any subsequent encumbrances or liens dueto obligations, defaults or acts of Buyer, its successors or transferees; anyexpenditures made or obligations incurred with respect to the making orcompletion of the Improvements or any part thereof on the Property orpart thereof; and any amounts otherwise owing Seller by Buyer and itssuccessor or transferee; and(b)Second, to reimburse Buyer, its successor or transferee, up to the amountequal to (1) the sum of the cash actually invested by Buyer in acquiringthe Property or making any of the Improvements on the Property or partthereof, less (2) any gains or income withdrawn or made by Buyer fromthe Agreement or the Property. Such reimbursement will be paid tomortgagees on Buyer’s behalf if any mortgages exist at the time, with theremainder being paid to Buyer. Seller will retain any balance remainingafter such reimbursements as Seller’s property.E.Certificate of Completion. Upon satisfactory completion of the Improvements inaccord with this Agreement, upon Buyer’s request, Seller will deliver an executedCertificate of Completion in the form attached as Exhibit D, certifying that Buyerhas performed its obligations under this Agreement which provide Seller with aright of re-entry to the Property, including without limitation, the completion ofthe Improvements. The issuance of the Certificate of Completion may not beunreasonably withheld because of minor deviations from improvements outside ofBuyer’s control.F.Subordination Agreement. Seller will subordinate its right of re-entry containedin this Agreement and in the Deed to a commercial lender unrelated to Buyer whoprovides financing for the purchase of the Property or the construction of theImprovements on the Property. This subordination will be limited to the extentfunds are advanced and indebtedness established for the purpose of acquiring theProperty and making and financing the Improvements, operating theImprovements (if possession is taken by the commercial lender or a receiver),expended by the commercial lender or a receiver in preserving the Property,protecting said commercial lender’s rights in the Property, any receivers costs andfees, attorneys’ fees and legal costs paid in connection therewith and any interestthereon or included therein. Notwithstanding anything herein to the contrary, as acondition of any subordination of Seller’s right of re-entry, the lender must agreethat in the event the lender becomes the owner of the Property by reason offoreclosure or any conveyance in lieu of foreclosure the lender will carry out therequirements of this Section and the Deed relating to the construction ofimprovements having a value equal to the value of the Improvements, except that

the time for completion of the improvements by the lender will be extended for acommercially reasonable period in consideration of the timing and factorsnecessary for the lender to gain title and control of the Property, and thereaftercarry out said requirements, subject to extensions for Unavoidable Delays.G.Transfer. Buyer shall not transfer title to the Property without Seller’s priorwritten consent prior to the issuance of the Certificate of Completion.18.ASSIGNMENT. Buyer will not have the right to assign its interest in thisPurchase Agreement without Seller’s prior, written consent.19.REPRESENTATION. Rinke Noonan is representing the Seller in thepreparation of this Agreement and the closing hereunder. Buyer is hereby advised to seekseparate legal representation.20.SURVIVAL. All provisions in this Section and this Agreement relating to thecompletion of the Improvements will survive the closing and delivery of the Deed.21.DISCLAIMER OF RELATIONSHIP. Nothing in this Agreement, nor any actof Buyer or Seller, shall be construed by the parties of any third party to create any relationshipof third party beneficiary, principal and agent, partnership, or joint venture between Buyer andSeller.[Signature Page to Follow]

SELLER:BUYER:CITY OF SARTELLByRyan FitzthumIts MayorByItsByMary DegiovanniIts City Administrator

EXHIBIT A to Vacant Land Purchase Agreement(Legal Description)Lot 1, Block 2 of PINECONE CENTRAL PARK, of record in the Office of the CountyRecorder, Stearns County, State of Minnesota.

EXHIBIT B to Vacant Land Purchase Agreement(Quit Claim Deed)

QUIT CLAIM DEEDSTATE DEED TAX HEREON: Date: , 2019FOR VALUABLE CONSIDERATION, the City of Sartell, a public body corporate andpolitic under the laws of Minnesota (the “Seller”), conveys and quitclaims to(the “Buyer”), real property in Stearns County,Minnesota, legally described as follows:See Exhibit 1together with all hereditaments and appurtenances belonging thereto, subject to easements andrestrictions of record (the “Property”).The Seller certifies that the Seller does not know of any wells on the described real property.Seller and Buyer agree that this Deed is subject to the following covenants, conditions,restrictions and provisions:1. Covenant to Make Improvements. Buyer expressly covenants that it shall within two (2)years after the date of this Deed substantially completed the improvements to the Property(subject to Unavoidable Delays), including(the "Improvements").(This provision, however, shall in no way prevent the Buyer frommortgaging the Property in order to obtain funds for the purchase of the Property and for erectingthe Improvements thereon in conformity with the Purchase Agreement relating to the Propertybetween Seller and Buyer (the “ Purchase Agreement”) and the applicable provisions of theCity’s zoning ordinances. Absent a specific subordination agreement, such mortgage will besubject to the terms and conditions of this Deed and the Purchase Agreement).2. Right of Re-entry. In the event that prior to the receipt by the Buyer of a certificate ofcompletion from Seller:(b) The Buyer (or successors in interest) shall, after commencement of the construction of theImprovements, default in or violate their obligations with respect to the construction of the

Improvements (including the nature and the date for the completion thereof), or shall abandon orsubstantially suspend construction work, such act or actions is not due to Unavoidable Delaysand any such default, violation, abandonment, or suspension shall not be cured, ended, orremedied within ninety (90) days after written demand by the Seller to do so; or(c) The Buyer (or successors in interest) shall fail to pay real estate taxes or assessments on theProperty or any part thereof when due, or shall place thereon any encumbrance or lienunauthorized by the Agreement or Seller, or shall suffer any levy or attachment to be made, orany materialmen’s or mechanic’s lien, or any other unauthorized encumbrance or lien to attach,and such taxes or assessments shall not have been paid, or the encumbrance or lien removed(including removal by deposit pursuant to Minnesota Statutes Chapter 514.10) or discharged orprovision satisfactory to the Seller made for such payment, removal, or discharge, within thirty(30) days after written demand by the Seller to do so;(d) Buyer transfers title to the Property, or any part of it, or a transfer with respect to the identityof the parties in control of the Buyer, within one (1) year after this Deed’s date, and suchviolation shall not be cured within thirty (30) days after written demand by the Seller to theBuyer.Then the Seller shall have the right to re-enter and retake title to and possession of theProperty conveyed by this Deed and to terminate and revest in the Seller the estateconveyed by this Deed to the Buyer, its assigns or successors in interest.The right to re-enter and retake title to and possession of the Property conveyed by

The City of Sartell (the "City") is exploring the potential sale and development of real property (Tax PID 92.57044.0317) owned by the City consisting of approximately 1.53 acres located on Pinecone Road just north of Nemeth Orthodontics in Sartell, Minnesota (the "Property"). The