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• Buyer agrees to increase the storm water drainage capacity of Buyer's proposed pond as specified by Seller. In consideration of Buyer's agreement to increase the size of its pond, Seller agrees to pay 24 percent of the pond construction costs; provided, however, that Seller will not pay any portion of the following: costs regarding street or parking lot restoration on Donatelle property or in Fifth Avenue; costs related to the construction of the storm sewer pipe to be connected to the drainage pond; or engineering, legal or • administrative costs attributable to the above-excepted costs. Notwithstanding the preceding sentence, in no event shall the purchase price be reduced below One Hundred Six Thousand Dollars ($106,000.00). Seller's share of construction costs shall be determined according to the bids received by the Buyer through the public bidding process required by law, which will not be available at the time of.closing. Seller and Buyer agree to escrow the amount of Twenty-five Thousand Seven Hundred Seventy Dollars($25,770.00) with Buyer's title company at the time of closing and enter into an Escrow Agreement in substantially the same form as the attached Exhibit D. 7. CLOSING DATE. The closing of the sale of the Easements shall take place on a date to be mutually agreed upon by the Seller and Buyer. The closing shall take place at City Hall, 803 - 5th Ave. N.W., New Brighton, MN 55112, or such other location as mutually agreed upon by the parties. 11110 8. CLOSING COSTS AND RELATED ITEMS. Each party shall be responsible for its own attorneys fees and costs. Buyer will be responsible for the cost of any title commitment that Buyer obtains in connection with this transaction. 9. CONDITION OF SUBSOIL AND GROUND WATER. Seller hereby warrants to Buyer that during the time the Seller has owned the Property there have been no acts or occurrences upon the Property that have caused or could cause impurities in the subsoil or ground water of the Property or other adjacent properties. This warranty shall survive the closing of this transaction. Seller agrees to indemnify and hold harmless Buyer from any and all claims, causes of action, damages, losses, or costs (including reasonable attorney's fees) relating to impurities in the subsoil or groundwater of the Property or other adjacent properties which arise from or are caused by acts or occurrences upon the Property prior to Buyer taking possession of the same. This indemnity shall survive the closing of this transaction. 10. BROKER COMMISSIONS. The Seller and Buyer each represent and warrant to the other that there is no broker involved in this transaction with whom it has negotiated or to whom it has agreed to pay a broker commission. Buyer agrees to indemnify Seller for any and all claims for brokerage commissions or finders' fees in connection with negotiations for purchase of the Easements arising out of any alleged agreement or commitment or negotiation by Buyer, and Seller agrees to indemnify Buyer for any and all claims for brokerage commissions or finders' fees in connection with negotiations for purchase of the Easements arising out of any alleged agreement or commitment or negotiation by Seller. CAH131330 2 NE136-142