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City of New Brighton – 2 acres Letter of Intent November 21, 2016 Page 3 <br /> <br />• Buyer will have received any executed off-site utility, drainage, construction or other easements required for the development of the Property. <br />• Buyer has assumed no remediation required from the Minnesota Pollution Control Agency. If the Conditions to Closing are not satisfied by the closing date, Buyer may extend the closing until the conditions are satisfied, waive the condition and close, or terminate the contract and receive the Deposit. <br />14. Ad Valorem Taxes: General real estate taxes for the Property shall be prorated as of the date of closing. All fees, taxes and assessments imposed because of a transfer or change in use of the Property shall be the responsibility of Seller. <br /> 15. Representations/Warranties: Seller represents and warrants to Buyer the following: • Authority • No legal bar <br /> • Status of title • No hazardous materials <br /> • No parties in poss ession • No violations of law <br /> • No outstanding commitments • No threatened or pending litigation • No fees, assessments or contributions required • No adverse property conditions  Solvency of Seller <br />  Property Documents are complete <br />All representations and warranties shall survive closing. 16. Real Estate Commission: There are no brokers or other parties involved with this transaction entitled to a commission. 17. Property Assumptions: The Purchase Price for the Property is based on our assumptions that the Property can be zoned to permit townhome residential construction, similar to what was built in the Enclave at New Brighton Exchange, water and wastewater service is available at the boundary of or within the Property in the requisite capacities, no detention ponds are necessary, no perimeter or off -property roadway improvements are required, and that no significant environmental remediation is required. <br /> This letter sets forth general terms for a proposed purchase and sale of the Property. This letter is only an expression of mutual interest and is not a binding agreement of either party. Binding obligations will arise only upon the parties’ complete execution and delivery of a definitive purchase and sale contract in a form acceptable to both parties, which contract will contain additional terms and conditions not described above. If a contract is fully executed, then it will supersede all prior discussions and shall constitute the entire agreement of the parties. Buyer’s attorney will prepare the first draft of the definitive purchase and sale contract and submit it for Seller’s review. Except as may otherwise be provided above, each party shall each pay its own expenses, including attorneys’ fees, <br />incurred in connection with all negotiations. <br />If the City wishes to sell this property to Pulte Homes, please acknowledge your intent to sell the Property upon the above terms by signing this letter in the space provided below. Please then return the executed letter to me.