Exhibit 10.26


 


VACANT
LAND PURCHASE AGREEMENT


 


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 all
parties, but to be returned to Buyer if this Purchase Agreement is not accepted
by Seller.  Said Earnest Money is part
payment 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 has
this day agreed to sell to Buyer for the sum of Two Hundred Thousand and
No/100 Dollars ($200,000.00) (“Purchase Price”), which Buyer agrees
to 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 satisfaction
or waiver by Buyer the following contingency, and if the following contingency are
not satisfied or waived, in writing, by Buyer by the Closing Date, this
Purchase Agreement may be terminated by Buyer, in which event all Earnest Money
shall be refunded to the Buyer, and Buyer and Seller agree to sign a
cancellation of the Purchase Agreement.


 


a.                                       Buyer
obtaining at Buyer’s expense, any environmental reports or assessments desired
by Buyer and assurances acceptable to Buyer from all applicable governmental
authorities that the Property is acceptable to Buyer in their sole discretion.  


 


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


 


2.             SPECIAL WARRANTIES OF SELLER.


 


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


 


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


 


c.                                       Seller
warrants that Seller has not received any notice from any governmental
authority as to violation of any law, ordinance or regulation.  If the Property is subject to restrictive
covenants, Seller warrants that Seller has not received any notice from any
person or authority as to a breach of the covenants.  Any notices received by Seller will be
provided to Buyer immediately.


 


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


 


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


 


b.                                      Restrictions
relating to use or improvement of the property without effective forfeiture
provisions accepted by Buyer;


 


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


 


d.                                      Utility
and drainage easements;


 





















 


e.                                       “Permitted
Encumbrances” on Exhibit A attached.


 


4.             TITLE AND EXAMINATION.  Seller shall, within twenty (20) days after
Buyer’s written request stating it’s intended Closing Date, furnish a title
commitment from Chicago Title Insurance Corp., certified to date to include
proper searches covering bankruptcies, state and federal judgments and liens,
and levied and pending special assessments, in the full amount of the purchase
price.  Buyer shall be allowed 10 days
after receipt of the title commitment for examination of title and making any
objections, which shall be made in writing or deemed waived.  If any objection is so made, Seller shall
have twenty (20) days to notify Buyer of Seller’s intention to cure such
objections within thirty (30) days from Seller’s receipt of such written
objection.  If notice is given, the Date
of Closing shall be postponed pending correction of title, but upon correction
of title and within 10 days after written notice to Buyer the parties shall
perform this Purchase Agreement according to its terms.  If no such notice is given or if notice is
given but title is not corrected within the time provided for, this Purchase
Agreement may be terminated by Buyer.  In
such 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 to
sign a cancellation of Purchase Agreement.


 


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


 


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


 


6.             SPECIAL ASSESSMENTS.  Buyer shall assume all special assessments
levied, 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 hereof
and 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 substantially
damaged before the Date of Closing, this Purchase Agreement may be terminated
by Buyer, in which event the Earnest Money shall be refunded to Buyer, and
Buyer and Seller agree to sign a cancellation of Purchase Agreement.


 


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


 


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


 


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


 


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


 


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


 


	
   

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


 


2.                                       Subject
to drainage and utility easements as shown on the recorded plat of Chanhassen
Lakes Business Park 7th Addition.


 


3.                                       Easement
held by Minnesota Gas Company, successor in interest to Minnesota Valley
Natural Gas Company, as granted in that certain document for the transmission
of 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 the
partial release dated September 10, 1971, filed October 27, 1971 as
Document 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 as
further partially released by Quit Claim Deed dated June 15, 1982, filed September 9,
1982 as Document No. 35620.


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


 


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


 


5.                                       Easement
for electric transmission and distribution lines as granted to Northern States
Power Company by instrument dated December 18, 1987, filed January 8,
1988, as Document No. T55388, Office of the Registrar of Titles, Carver
County, Minnesota.


 


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