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Purchase and Sale AgreementCITY OF CHANHASSEN RECEIVED SEP 16 2013 PURCHASE AND SALE AGREEMENT CHANHASSEN PLANNING DEPT (Vacant Land, Chanhassen, Minnesota) THIS PURCHASE AND SALE AGREEMENT ( "Agreement ") is entered into on July 2013 (the "Effective Date "), by and between GLENN PAULS, AS TRUSTEE OF THE PAULS FAMILY TRUST U/D August 20, 2008 ( "Seller") and UNITED PROPERTIES DIVESTMENT LLC, a Minnesota limited liability company and/or its Permitted Assign ( "Buyer"). RECITALS A. Seller is the owner of certain land consisting of approximately 16.94 acres located nearthe northwest comer of Powers Boulevard and Lake Drive West in Chanhassen, Minnesota, together with any and all easements, appurtenances, hereditaments and improvements thereto, legally described as Outiot F, Chanhassen Lakes Business Park, Carver County, Minnesota and using property ID # 251900370 (the "Property "). B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, on and subject to the terms and conditions of this Agreement. AGREEMENT 1. Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, in accordance with the terms and conditions set forth in this Agreement. 1 Purchase Price. The total purchase price to be paid by Buyer to Seller for the purchase of the Property (the "Purchase Price ") shall be 'The Purchase Price shall be payable as follows: 2.1 Deposit. Within two (2) business days after the Effective Date, Buyer shall deliver an earnest money deposit of Twenty-Five Thousand Dollars ($25,000.00) (the "Deposit") to First American Title Insurance Company, 1900 McGladrey Building West, 801 Nicollet Mall, Minneapolis, MN 55402 ( "Title Company ") to be held in escrow and disbursed by Title Company in accordance with the terms of this Agreement. The terms and conditions set forth in this Agreement shall constitute both the agreement between Buyer and Seller and joint escrow instructions for Title Company. The parties agree that the Deposit made by the Buyer pursuant to this Section 2. 1, shall be held in escrow by Title Company in an interest bearing account as approved by Buyer (the "Escrow Account "), and the interest earned thereon shall become part of the Deposit. Upon the disposition of the Deposit under this subparagraph, or as otherwise provided in this Agreement, the Seller and the Buyer agree that the Title Company shall thereupon be relieved of any further responsibility with respect to the Deposit. The Seller and the Buyer acknowledge and agree that the Title Company shall have absolutely no liability in connection with the Deposit except upon breach of this Agreement by Title Company or for gross negligence or willful misconduct or misappropriation. 2.2 Balance of Purchase Price. The balance of the Purchase Price (less the Deposit, and subject to the prorations set forth in Section 8 below) shall be paid at Closing (as defined below). 3. Seller's Deliveries. Within five (5) days after the Effective Date, Seller shall deliver to Buyer any and all documents in Seller's possession or control related to the ownership, operation or use of the Property ("collectively, "Seller's Deliveries "), including without limitation, copies of: (a) All topographical surveys of the Property, including the most recent copy of an ALTA survey, if any; (b) Any existing title policies or title commitments relating to the Property; (c) Any environmental studies or reports relating to the Property, including the most recent Phase I or Phase II environmental site assessment, if any, and any disclosure letters or determinations by the MPCA, if any; (d) Any covenants or restrictions or leases or contracts relating to the Property; (e) All documents related to the physical condition of the property, including records related to utilities or soil tests, if any; and (f) Any records, plans or government approvals regarding the development of, or improvements planned for the Property. 4. Title. On the Closing Date, Seller shall convey to Buyer, good and marketable title by a duly executed Trustee's Deed (the "Deed "), subject only to the "Permitted Exceptions" (as defined below). Title examination will be conducted as follows: 4.1 Title Evidence. After the Effective Date, Buyer shall order the following (collectively, the "Title Evidence "): (a) Title Insurance Commitment. At Seller's expense, a commitment for an ALTA Owner's policy of title insurance for the Property from the Title Company (the "Commitment"):. The Property is Torrens Property with a Certificate No. 34256. (b) Exception Documents. Complete copies of all documents or instruments which are listed in the Commitment as affecting the Property (the "Exception Documents "). (c) ALTA Survey. At Seller's expense, an ALTA survey of the Property (the "Survey "). 4.2 Buyer's Title Review. Buyer shall have twenty days (20) days from that date when Buyer has received the last of the Title Evidence to submit to Seller any written objections to tlhe condition of title or Survey ("Buyer's Notice "). Any objections not made within said twenty (20) day period shall be deemed to be waived by Buyer and shall be Permitted Exceptions. Any liens, easements, restrictions, conditions, covenants, and other matters affecting title to the Property which are created and which may appear of record after the date of the Commitment but before the Closing Date (hereinafter "Intervening Liens "), shall also be subject to Buyer's approval, except such Intervening Liens which are created by or through Buyer. Buyer shall have ten (I0) days after receipt of notice in writing of any Intervening Lien, together with a description thereof and a copy of the instrument creating or evidencing the Intervening Lien, to submit written objections thereto, or be deemed to have accepted that matter as a Permitted Exception in the manner set forth above. 4.3 Cure by Seller. Seller shall be allowed thirty (30) days after Seller's receipt of Buyer's Notice to cure Buyer's objections, and Seller shall use commercially reasonable efforts to do so. Pending such cure, the Closing shall be postponed to the extent necessary to accommodate such time period; provided however, Seller shall not be allowed any additional time beyond the originally scheduled 2 Closing Date to discharge or satisfy any mortgage, judgment or other monetary lien. Upon such cure, the Closing shall be held on the later of (a) the Closing Date, and (b) the first business day occurring ten (10) days afterthe date such cure is completed. If such cure is not completed within said thirty (30) day period, Buyer shall have the option to do any of the following: (a) Terminate this Agreement by written notice to Seller and receive an immediate refund of the Deposit; (b) Waive any defect in title and, in such event, proceed to close the transaction contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Seller shall satisfy, release or cure at Closing any encumbrance or lien of a liquidated amount that is a result of Seller's actions such as mortgages, mechanic's liens, utility liens and tax liens. The title exceptions which are waived or deemed waived by Buyer in accordance with this Section 4, and any other exceptions approved by Buyer in writing are referred to collectively as the "Permitted Exceptions ". 5. Due Diligence & Right of Entry. 5.1 Right of Entry. As of the Effective Date, Seller shall allow Buyer, and Buyer's contractors, employees and agents, reasonable access to the Property, for the purpose of Buyer's investigating the same and the physical condition thereof, including, without limitation, topographic and soil conditions, test pits, soil borings, market and engineering studies, feasibility studies, environmental investigations and such other tests, studies or investigation with respect to the Property reasonably desired by Buyer. Buyer shall immediately repair any damage to the Property caused by such inspections and studies and shall indemnify and hold Seller harmless from any direct costs arising from Buyer's entry upon the Property for the foregoing inspection, testing and related purposes. The foregoing indemnification shall survive the Closing or any termination of this Agreement. These obligations of Buyer shall not be construed to require Buyer to perform any removal orremediation of any hazardous substances revealed by Buyer's actions. 5.2 Due Diligence Period. The "Due Diligence Period" shall be from the Effective Date through the date that is the later of one hundred twenty (120) days after: (a) the Effective Date; or (b) the date of Seller's delivery to Buyer of the last of Seller's Deliveries. Buyer and Seller shall reasonably cooperate to determine the date of delivery of Seller's Deliveries and confirm the date of the expiration of the Due Diligence Period. Buyer shall have the right to terminate this Agreement by written notice to Seller, at any time prior to the expiration of the Due Diligence Period, if Buyer determines (in Buyer's sole discretion) that either (i) the Property is not suitable for Buyer's intended purposes or (ii) Buyer is unable to obtain all of the necessary consents, authorizations and licenses under Section 6.1 (a) below or (iii) that Buyer is not satisfied with the condition of the Property and the results of all inspections and testing of the Property, including, but not limited to all soil tests, well tests, engineering inspections, wetland and environmental assessments, or (iv) that Buyer is not satisfied with Seller's Deliveries and any other documentation and information concerning the Property. To be effective, Buyer must deliver a written notice of its election to terminate this Agreement to Seller within one business day following the last day of the Due Diligence Period, in which event Buyer shall receive an immediate refund of the Deposit. If Buyer has not delivered a written termination notice to Seller within one business day after the last day of the Due Diligence Period, Buyer shall be deemed to have waived its right to terminate this Agreement under this Section 5.1 Upon termination of this Agreement by either party pursuant to a right in this Agreement (except not in the event of termination as a result of Seller's default) and at Seller's request, Buyer shall deliver to Seller copies of all due diligence materials for the Property which Buyer has access to or are in Buyer's possession or control at no cost to Seller, but without representation or warranty by Buyer as to the accuracy or completeness thereof. 6. Closing Conditions. The obligation of Seller and Buyer to close the transaction contemplated hereby is conditioned upon fulfillment of each of the following: 6.1 Buyer's Obligation. Buyer's obligation to purchase and pay for the Property is subject to the satisfaction of the following conditions: (a) On or before the end of the Due Diligence Period, Buyer shall have received all necessary consents, authorizations and licenses necessary to conduct its proposed business, or development from the Property, including without limitation, any zoning related consents or endorsements and conditional use permits required by the City of Chanhassen, if needed and plat approvals, all of which consents, authorizations and licenses must be satisfactory to Buyer in its sole and absolute discretion. (b) Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing. (e) The representations and warranties ofSeller made in this Agreement shall be true and correct as of the Closing Date. (d) Seller shall have delivered to Buyer Seller's Deliveries as provided for in Section 3 above. (e) Seller shall have delivered to Buyer Seller's Closing Documents as provided for in Section 7.1 below. (f) On the Closing Date, Buyer shall have received an owner's policy of title insurance in form and substance acceptable to Buyer. (g) On the Closing Date, the Property will be in substantially similar condition as it is on the date of this Agreement. 6.2 Seller's Obligation. The obligation of Seller to sell and deliver the Property to Buyer is subject to the satisfaction of the following conditions: (a) Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer by the time of the Closing. (b) Buyer shall have delivered to Seller Buyer's Closing Documents as provided for in Section 7.2 below. 7. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on a date that is fifteen (15) business days after expiration of the Due Diligence Period or such date as otherwise mutually agreed upon between the parties, but not later than December 31, 2013. Any reference in this Agreement to the "Closing Date" shall mean the actual date of Closing as described in this Section. The Closing shall take place at the offices of the Title Company (and may be an escrow closing). 7.1 Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following documents in form and substance acceptable to Buyer (collectively, the "Seller's Closing Documents "): Exceptions. (a) The Deed conveying the Property to Buyer subject only to the Permitted (b) A Certificate of Trust and Affidavit of Trustee. (c) An affidavit of title duly executed by Seller indicating that on the Closing Date there are no outstanding unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanics' liens could be filed; and that there are no other unrecorded interests in the Property (including leases), together with whatever standard owner's affidavit and/or indemnity (ALTA Form) which may be required by the Title Company to issue an owner's title policy free of the "standard exceptions ". (d) A non - foreign affidavit, properly executed and in recordable form, containing such information as is required by IRC Section 1445(b)(2) and its regulations. (e) All other documents reasonably determined by the Title Company to be necessary to transfer the Property to Buyer free and clear of all liens, charges and encumbrances, except only for the Permitted Exceptions. (f) A closing statement. 7.2. Buyer's Closing Documents. On the Closing Date, Buyer will execute and /or deliver to Seller the following (collectively, the "Buyer's Closing Documents "): (a) The Purchase Price (less the Deposit and adjusted for any proration provided for in this Agreement). (b) A certificate of real estate value. (c) A closing statement. 8. Prorations & Closing Costs. 8.1 Prorations. Real estate taxes applicable to the Property due and payable in the year of Closing shall be prorated between Seller and Buyer on a daily basis as of the Closing Date, with Seller paying those allocable to the period prior to the Closing Date and Buyer being responsible for those allocable subsequent thereto. At Buyer's election, Seller will (i) terminate all existing utility accounts, if any, as of the Closing Date; or (ii) transfer all existing accounts into the name of Buyer commencing on the Closing Date (provided such utilities have been paid in full as of the Closing Date). At or prior to Closing Seller shall pay off all levied, pending or deferred special assessments (and all green acre taxes, if any) as of the Closing Date. 8.2 Closing Costs. Seller shall pay for the cost of the Title Commitment, Survey and any costs for recording documents placing marketable title in the name of Seller and the state deed tax. Buyer shall pay all mortgage registry tax, if any, and the cost of recording the Deed, and the cost of the title insurance premiums and any desired endorsements. Buyer and Seller shall equally divide the cost of any closing or escrow fees. 9. Representations, Warranties and Covenants. 9.1 By Seller. Seller represents, warrants and covenants to Buyer, as of the Effective Date and as of the Closing Date, the following: (a) Seller, as Trustee, has all requisite legal power, right and authority to enter into this Agreement and all instruments and documents referenced herein, and to consummate the transactions asset forth herein, and no approvals or consents, written or otherwise, are required of any third parties in order for Seller to take any such actions. (b) The individuals executing this Agreement, and all instruments and documents required to be executed by Seller hereunder, have the legal power, right and actual authority to bind Seller to the terms and conditions thereof, and this Agreement and all such instruments and documents are and shall be the legal valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. (c) No order, consent, approval, license, authorization or validation of or filing, recording or registration with, orexemption 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. (d) There are no actions, suits or proceedings pending or threatened against or affecting Seller, the Property or any of Seller's other properties, before any court or arbitrator, or any governmental department, board, agency or other instrumentality which (a) challenges the legality, validity or enforceability of this Agreement, or (b) if determined adverselyto Seller, would have a material adverse effect on the Property or the ability of Seller to perform its obligations underthis Agreement. (e) There are no wells or sewage treatment systems located on any portion of the Property. To Seller's knowledge, there has been no methamphetamine production on or about any portion of the Property. There is no "individual sewage treatment system" (as defined in Minnesota Statutes § 115.55, Subd. 1(g)) located on the Property. To Seller's best knowledge, there are no underground or above ground storage tanks of any size or type at the Property. (t) To the best of Seller's knowledge, (i) no condition exists on the Property that may support a claim or cause of action under any Environmental Law, (ii) there are no Hazardous Substances on the Property, (iii) there has been no release, spill, leak or other contamination or otherwise onto the Property, and (iv) there are no restrictions, clean ups or remediation plans regarding the Property. For the purposes of this Agreement, "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. "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. § 9601, 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 Clean Water Act, 33 U.S.C. § 1251 et seq., (t) the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., (g) the Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq., (h) any law or regulation governing aboveground or underground storage tanks, (i) 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., (j) all rules or regulations promulgated under any of the foregoing, and (k) any amendments of the foregoing. (g) The Property is vacant and unoccupied, has never been developed or used as a dumping ground and is not subject to any tenancies. (h) To the best of Seller's knowledge, there are no pending or threatened governmental proceedings in eminent domain or for rezoning affecting any portion of the Property. Seller has received no written notice of threatened or pending special assessments or reassessments of the Property. (i) Seller has not entered into any other contract for the sale of the Property and there are, and will be as of the Closing Date, no rights of first refusal or options to purchase the Property. (j) The Pauls Family Trust U/D August 20, 2008 cmttains a power of sale and no approval by the Carver County District Court or any other court is required in order for Seller to effectively convey the Property to Buyer by the Deed. (it) All labor and materials which have been or will be furnished to the Property by or at the direction of Seller have been filly paid for or will be fully paid for prior to the Closing so that no lien for labor or materials rendered can be asserted against the Property. (1) There will be no leases or possessory rights in favor of any person, service or maintenance contracts, equipment leases or other contracts affecting the Property as of the Closing. Ta- a repertyisnotsubjeet- to- arr,�- esvenants,- tcstrietiens o: co fined= imprny � *e_s he- P-ropeHy- The Property constitutes a legally subdivided parcel and is a separate tax parcel. (m) Seller shall not perform or authorize any activities that change the physical characteristics of the Property from its existing state as of the date of the Effective Date. Seller shall not perform or authorize any removal or alteration of any buildings, structures, improvements, trees or vegetation at the Property and shall not perform or authorize any excavation or earth moving after the Effective Date. The foregoing representations and warranties are made to the best knowledge of Seller, which Buyer shall be entitled to rely on. Buyer is purchasing the Property in as -is condition with no further representations or warranties other than those stated above. Consummation of this Agreement by Buyer with knowledge of any breach by Seller of any representation and warranty shall not constitute a waiver or release by Buyer of any claims arising out of or in connection with such breach. The foregoing representations and warranties shall survive termination of this Agreement for a period of one (1) year from the Closing Date. 9.2 By Buyer. Buyer represents, warrants and covenants to Seller, as of the Effective Date wid as of the Closing Date, the following: (a) Buyer is limited liability company, duly organized, existing and in good standing under the laws of the State of Minnesota and this Agreement and all documents and acts contemplated hereby are duly authorized by all requisite action of Buyer. (b) Buyer has all requisite legal power, right and authority to enter into this Agreement and all instruments and documents referenced herein, and to consummate the transactions as set forth herein, and no approvals or consents, written or otherwise, are required of any third parties in order for Buyer to take any such actions. (c) The individual executing this Agreement, and all instruments and documents required to be executed by Buyer hereunder, has the legal power, right and actual authority to bind Buyerto the terms and conditions thereof, and this Agreement and all such instruments and documents are and shall be the legal valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms. Seller may rely on the foregoing representations and warranties regardless of any investigation or inquiry made by, or any knowledge of, Seller. Consummation of this Agreement by Seller with knowledge of any breach by Buyer of any representation and warranty shall not constitute a waiver or release by Seller of any claims arising out of or in connection with such breach. The foregoing representations and warranties shall survive termination of this Agreement. 10. Assignment. Buyer shall not transfer or assign this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed by Seller. Notwithstanding the foregoing, Buyer may, without the consent of Seller, transfer or assign this Agreement to any entity which either controls, is controlled by or is under common control with Buyer, with "control" meaning the power to direct the management and policies, directly or indirectly, through the ownership of voting capital stock or other ownership interest ("Permitted Assign "). Notwithstanding any assignment or transfer, Buyer shall remain liable for all obligations and indemnities of the "Buyer" under this Agreement. 11. Brokers. Buyer and Seller represent and warrant to each other that they have not dealt with any real estate brokers or agents in connection with this transaction other than Copperwood Investments LLC ("Seller's Broker ") or Cushman & Wakefield/NorthMarq Real Estate Services ( "Buyer's Broker"). At Closing, Seller shall pay brokerage fee of six percent (6 %) of the Purchase Price which shall be split equally between the Brokers. Each party agrees to indemnify and hold the other harmless against any claims, damages or costs for brokerage fees or commissions resulting from a breach of the foregoing warranty. 12. Default. If either party shall default in any of their respective obligations under this Agreement, the other party, by notice to such defaulting party specifying the nature of the default and the date on which this Agreement shall terminate (which date shall be not less than thirty (30) days after the giving of such notice), may terminate this Agreement, and upon such date, unless the default so specified shall have been cured, this Agreement shall tenninate. The parties specifically agree that the thirty (30) day notice to be provided by Seller to Buyer under Minnesota Statute §559.21 shall satisfy the thirty (30) day notice requirement of this Section 12. In the ease of any default by Buyer, Sellers sole and exclusive remedy shall be termination of this Agreement as provided above and, upon any such termination, the Deposit shall be forfeited to Seller as agreed and final liquidated damages. In the case of any default by Seller, upon termination of this Agreement, the Deposit shall be immediately returned to Buyer. Buyer also shall have the right to specifically enforce this Agreement or pursue any other remedies provided at law or in equity. 13. Condemnation. If prior to Closing eminent domain proceedings are commenced against any portion of the Property, Seller shall immediately give notice thereof to Buyer, and Buyer at its option (to be exercised within thirty (30) days after Seller's notice) may either (a) terminate this Agreement and obtain the return of the Deposit, or (b) proceed to Closing and receive at Closing either a credit against the Purchase Price in the amount of the award, in the case of a completed eminent domain proceeding, or an assignment of all rights in eminent domain, in the case of a pending eminent domain proceeding. Prior to Closing, Seller shall not designate counsel, appear in, or otherwise act with respect to any eminent domain proceedings, or commence any repair or restoration resulting therefrom, without the consent of Buyer. 14. Attorneys' Fees. The prevailing party in any action or proceeding to enforce or interpret, or otherwise arising out of or relating to, this Agreement or any provision hereof (including, but not limited to, any arbitration, trial, administrative hearing, bankruptcy or appeal) shall be entitled to recover from the other party all of its costs and expenses, including but not limited to reasonable attorneys' fees and experts' fees. 15. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed duly given: (a) when delivered if personally delivered to the recipient; (b) on the first business day following delivery to an overnight delivery service; or (c) on the earlier of actual receipt or three (3) days following deposit in United States registered or certified mail, postage prepaid and return receipt requested, addressed to the parties as set forth below; or (d) upon receipt by email transmission as evidenced by email records, if followed by regular mail or delivery by one of the other means, which delivery by such other means shall not be subject to timing deadlines. Any party may change its address for notices by giving written notice to the other party in the manner set forth above. If to Seller: Glenn Pauls, as Trustee of the Pauls Family Trust 7676 Highway 145 Telluride, CO 814354100 Attn: Glenn Pauls rlipauls@a earthlink.net 970 -728 -3540 Will) a copy to: Bama, Guzy & Steffen, Ltd. 200 Coon Rapids Boulevard, Suite 400 Coon Rapids, MN 55433 Attn: Jeffrey S. Johnson Iiohnson(a),b¢s.com 763- 783 -5120 If to Buyer: United Properties Investment LLC 3500 American Blvd W. Suite 200 Bloomington, MN 55431 Attn: Brandon Champeau bchampeau @uproperties.com (952) 837 -8653 With a copy to: Fa£nski Mark & Johnson, P.A. Attn: Gregory P. Brenny. 775 Prairie Center Drive, Suite 400 Eden Prairie, Minnesota 55344 grea.bren ny @fmi law.conr (952) 995 -9500 16. Like -Kind Exchange. Either party reserves the right to make the transaction a part of a tax- deferred exchange under Section 1031 of the Internal Revenue Code. in such event, the non - requesting party shall cooperate with requesting party to effectuate the tax - deferred exchange, provided that the non - requesting patty shall have no responsibility for the tax treatment given to the requesting party for this transaction and that the non - requesting party shall have no obligation to incur any expense, liability or cost in connection with such exchange transaction. 17. General Provisions. 17.1 Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors, representatives and assigns. 17.2 Entire Agreement. This Agreement, including all recitals, exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings, negotiations, representations, promises and agreements, oral or written, by or between the parties, with respect to the subject matter hereof No representations, inducements, promises, or agreements have been made in connection with this Agreement by any party, or anyone acting on behalf of any party, other than those expressly set forth in this Agreement. This Agreement may be amended, modified or supplemented only by a writing signed by all parties. The recitals set forth above and all attached exhibits are incorporated by this reference as part of this Agreement. 17.3 Severability. If any term or provision of this Agreement is ever determined to be invalid or unenforceable for any reason, such term or provision shall be severed from this Agreement without affecting the validity or enforceability of the remainder of this Agreement. 17A Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 17.5 No Joint Venture. This Agreement shall not be deemed under any circumstances to create any joint venture or partnership between Buyer and Seller or to render Buyer and Seller joint venturers or partners. 17.6 No Third Party Beneficiaries. This Agreement, and each provision hereof, is intended solely for the mutual benefit of Buyer and Seller and their respective successors and assigns, and is not intended for the benefit of any third party. No third party has or shall acquire any rights under this Agreement and no third party shall be entitled to rely upon or enforce this Agreement or any provision thereof. 17.7 Interpretation. Section headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. The parties have jointly participated in the negotiation and drafting of this Agreement, and this Agreement shall be construed fairly and equally as to the parties, without regard to any rules of construction relating to the party who drafted a particular provision of this Agreement. 17.8 Waiver. No waiver of any provision of this Agreement shall be binding unless executed in writing by the party making the waiver. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless the written waiver so specifies. 10 17.9 Time. Time is of the essence of this Agreement. All references in this Agreement to "days" shall mean calendar days unless expressly referred to as "business days." If the day for performance of any obligation under this Agreement is a Saturday, Sunday or legal holiday, then the time forperformance of that obligation shall be extended to the first following day that is not a Saturday, Sunday or legal holiday. 17.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 17.11 Survival. All of the terms of this Agreement, including, without limitation, the representations and warranties contained herein, shall survive and be enforceable for a period of six (6) months after the Closing and delivery of the deed. 17.12 Confidentiality. Seller and Buyer agree to keep all financial terms and conditions of this Agreement confidential. Seller and Buyer shall not disclose this information without prior written consent ofthe other party, except to the extent such disclosure is required by law, court order, provided to governmental authority for the development of the Property or is provided to third parties providing services for the development of the Property, such as architects, engineers, contractors, developers, attorneys, surveyors, brokers, title companies, lenders, accountants and consultants. [Signature Pages Followl 11 SIGNATURE PAGE TO PURCHASE AGREEMENT BETWEEN GLENN PAULS, AS TRUSTEE OF THE PAULS FAMILY TRUST U/D AUGUST 20, 2008 AND UNITED PROPERTIES INVESTMENT LLC IN WITNESS WHEREOF, Seller has executed this Agreement, effective as of the Effective Date. SELLER: GLENN PAULS, AS TRUSTEE OF THE PAULS FAMILY TRUST U/D AUGUST 20, 2008 Name: Glenn Pauls Its: Trustee SIGNATURE PAGE TO PURCHASE AGREEMENT BETWEEN GLENN PAULS, AS TRUSTEE OF THE PAULS FAMILY TRUST UID AUGUST 20, 2008 AND UNITED PROPERTIES INVESTMENT LLC IN WITNESS WHEREOF, Buyer has executed this Agreement, effective as of the Effective Date. BUYER: UNITED PROPERTIES INVESTMENT LLC Its: AssistadllVice President By: �- / Name: i/ &A-0.1 V! D/ Its: 7 SIGNATURE PAGE TO PURCHASE AGREEMENT BETWEEN GLENN PAULS, AS TRUSTEE OF THE PAULS FAMILY TRUST U/D AUGUST 20, 2008 AND UNITED PROPERTIES INVESTMENT LLC M WITNESS WHEREOF, Title Company has accepted the escrow terms for the Deposit and has executed this Agreement, effective as of the Effective Date. TITLE COMPANY: FIRST AMERICAN TITLE INSURANCE COMPANY By: Name: