**Exhibit 10.26**

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**VACANTLAND PURCHASE AGREEMENT**

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Date:                                      ,2004

 

Datalink Corporation, a Minnesota corporation (“Seller”),hereby acknowledges receipt from Park Avenue Lofts, LLC or its assigns (“Buyer”)of the sum of One Thousand and No/100 Dollars ($1,000.00) by cash as “Earnest Money”to be deposited by Seller upon execution of this Purchase Agreement by allparties, but to be returned to Buyer if this Purchase Agreement is not acceptedby Seller.  Said Earnest Money is partpayment for the purchase of property located at Chanhassen, County of Carver,State of Minnesota, legally described as:

 

Lot Six (6), Block One (1),Chanhassen Lake Business Park 7th Addition.

 

which Property Seller hasthis day agreed to sell to Buyer for the sum of Two Hundred Thousand andNo/100 Dollars ($200,000.00) (“Purchase Price”), which Buyer agreesto pay in the following manner:

 

Earnest Money of $1,000.00;

 

$199,000.00 cash on or before December 1, 2005, (the“Date of Closing”).

 

1.             ENVIRONMENTAL CONTINGENCY.  This Purchase Agreement is subject to satisfactionor waiver by Buyer the following contingency, and if the following contingency arenot satisfied or waived, in writing, by Buyer by the Closing Date, thisPurchase Agreement may be terminated by Buyer, in which event all Earnest Moneyshall be refunded to the Buyer, and Buyer and Seller agree to sign acancellation of the Purchase Agreement.

 

a.                                       Buyerobtaining at Buyer’s expense, any environmental reports or assessments desiredby Buyer and assurances acceptable to Buyer from all applicable governmentalauthorities that the Property is acceptable to Buyer in their sole discretion.  

 

Seller grants Buyer and Buyer’s agents permission ofaccess to the Property for testing, and inspection purposes.

 

2.             SPECIAL WARRANTIES OF SELLER.

 

a.                                       Tothe best of Seller’s knowledge there are no hazardous wastes, abandoned wells,or underground storage tanks located on the Property.

 

b.                                      Sellerwarrants that the property does not receive preferential tax treatment (i.e.,Green Acres, etc.).

 

c.                                       Sellerwarrants that Seller has not received any notice from any governmentalauthority as to violation of any law, ordinance or regulation.  If the Property is subject to restrictivecovenants, Seller warrants that Seller has not received any notice from anyperson or authority as to a breach of the covenants.  Any notices received by Seller will beprovided to Buyer immediately.

 

3.             DEED/MARKETABLE TITLE.  Upon performance by Buyer, Seller shalldeliver a recordable limited warranty deed and all ancillary documents requiredfor the recording thereof, conveying marketable title, subject to:

 

a.                                       Buildingand zoning laws, ordinances, state and federal regulations;

 

b.                                      Restrictionsrelating to use or improvement of the property without effective forfeitureprovisions accepted by Buyer;

 

c.                                       Reservationof any mineral rights by the State of Minnesota;

 

d.                                      Utilityand drainage easements;

 

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e.                                       “PermittedEncumbrances” on Exhibit A attached.

 

4.             TITLE AND EXAMINATION.  Seller shall, within twenty (20) days afterBuyer’s written request stating it’s intended Closing Date, furnish a titlecommitment from Chicago Title Insurance Corp., certified to date to includeproper searches covering bankruptcies, state and federal judgments and liens,and levied and pending special assessments, in the full amount of the purchaseprice.  Buyer shall be allowed 10 daysafter receipt of the title commitment for examination of title and making anyobjections, which shall be made in writing or deemed waived.  If any objection is so made, Seller shallhave twenty (20) days to notify Buyer of Seller’s intention to cure suchobjections within thirty (30) days from Seller’s receipt of such writtenobjection.  If notice is given, the Dateof Closing shall be postponed pending correction of title, but upon correctionof title and within 10 days after written notice to Buyer the parties shallperform this Purchase Agreement according to its terms.  If no such notice is given or if notice isgiven but title is not corrected within the time provided for, this PurchaseAgreement may be terminated by Buyer.  Insuch event, neither party shall be liable for damages hereunder to the other,the Earnest Money shall be refunded to Buyer, and Buyer and Seller agree tosign a cancellation of Purchase Agreement.

 

5.             REAL ESTATE TAXES.  Real estate taxes payable in the year inwhich the Date of Closing occurs shall be prorated to the Date of Closing on acalendar year basis.

 

Seller warrants taxes dueand payable in the year 2005 will be non-homestead classification.  Seller makes no representation concerning theamount of subsequent real estate taxes.

 

6.             SPECIAL ASSESSMENTS.  Buyer shall assume all special assessmentslevied, pending or of record as of the Date of Closing.

 

7.             RISK OF LOSS. If there is any loss or damage to the Property between the date hereofand the Date of Closing, for any reason including fire, vandalism, flood,earthquake or act of God, the risk of loss shall be on Seller.  If the property is destroyed or substantiallydamaged before the Date of Closing, this Purchase Agreement may be terminatedby Buyer, in which event the Earnest Money shall be refunded to Buyer, andBuyer and Seller agree to sign a cancellation of Purchase Agreement.

 

8.             DEFAULT. If Buyer defaults in any of the agreements herein, Seller may terminatethis Purchase Agreement, in which event, Seller’s sole remedy against Buyershall be termination of this Agreement and retention of the Earnest Money asliquidated damages.  Buyer shall have theright to either terminate this agreement without any claim for damages or itshall have the right of specific performance of this Agreement, provided thisPurchase Agreement is not terminated by Buyer, and further provided, as tospecific performance, such action is commenced within six months after suchright of action arises.

 

9.             TIME OF ESSENCE. Time is of the essence in this Purchase Agreement.

 

10.           ENTIRE AGREEMENT.  This Purchase Agreement, any attachedexhibits and any addenda or amendments signed by the parties, shall constitutethe entire Agreement between Seller and Buyer, and supersedes any other writtenor oral agreements between Seller and Buyer. This Purchase Agreement can be modified only in writing signed by Sellerand Buyer.

 

11.           POSSESSION.  Seller shall deliver possession of theproperty not later than the Date of Closing.

 

12.           AMEND EASEMENT.  At Closing, Buyer shall amend the PermittedParking Easement to release Seller from any future obligations under theEasement.

 
|   | SELLER:       |
|--------|---------------|
|   |          |
|   |          |
|   | Printed Name: |   |

 

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|                     | BUYERS:       |
|--------------------------|---------------|
|                     |          |
|                     |          |
|                     | Printed Name: |   |
|                     |          |   |
|                     |          |   |
|                     | Printed Name: |   |
| DATE OF FINAL ACCEPTANCE |          |   |   |   |
|                          |               |  |  |  |

 

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**EXHIBIT A**

 

PERMITTED ENCUMBRANCES

 

1.                                       Termsand Conditions of Development Contract by and between the City of Chanhassenand Traden, LLC dated June 14, 1999, filed June 28, 1999 as Document No. T109290,Office of the Registrar of Titles, Carver County, Minnesota.

 

2.                                       Subjectto drainage and utility easements as shown on the recorded plat of ChanhassenLakes Business Park 7th Addition.

 

3.                                       Easementheld by Minnesota Gas Company, successor in interest to Minnesota ValleyNatural Gas Company, as granted in that certain document for the transmissionof gas, which document was dated October 14, 1960, filed October 18,1960 and recorded in Book 61 of Deeds, at page 497, as modified by thepartial release dated September 10, 1971, filed October 27, 1971 asDocument No. 13157 and recorded in Book 20 of Satisfactions at page 81,over and across part of said Outlot D, Chanhassen Lakes Business Park and asfurther partially released by Quit Claim Deed dated June 15, 1982, filed September 9,1982 as Document No. 35620.

Note:  The aboveis shown as a recital on the certificate of title.

 

4.                                       Easementto Minnesota Gas Company, successor in interest to Minnesota Valley Natural GasCompany, as granted in that certain instrument dated October 25, 1960,filed October 28, 1960, recorded in Book 61 of Deeds at page 505 asDocument number 98306, affecting parts of said Outlots D, Chanhassen LakesBusiness Park and as further partially released by Quit Claim Deed dated June 15,1982, filed September 9, 1982 as Document No. 35620.

 

5.                                       Easementfor electric transmission and distribution lines as granted to Northern StatesPower Company by instrument dated December 18, 1987, filed January 8,1988, as Document No. T55388, Office of the Registrar of Titles, CarverCounty, Minnesota.

 

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