6.B.(5) Real Estate Purcahse and Site Work Agreement

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Warranty Deed in the form attached hereto as Exhibit B conveying good and marketable title in fec simple, subject to applicable building setbacks, zoning laws and easements, restrictions and/or other encumbrances of public record shown in the Prairie Title Commitment (as defined below) but free of any and all recorded mortgage or judgment liens as may be reflected therein. 2. Cash and Other Consideration for Prairie Avenue Site. The parties agree that the consideration to be paid by Public Entities to Company for the Prairie Avenue Site ("Consideration") shall be, and be payable, as follows: (a} At Closing, Public Entities shall pay Company the sum of $1,625,000 ("Cash Payment"), less the purchase price for the Oliver Park Site and less the amount oi' any prorations credited against the Cash Payment under this Agreement, by certified check or other immediately available funds, and (b) At Closing, the Commission shall transfer to Company (or a designee oi~ Company) approximately 6.32 acres of real estate located in the Oliver Industrial Park, as generally depicted on Exhibit C attached hereto (the "Oliver Park Site") by Special Warranty Deed in the form attached as Exhibit D conveying good and marketable title in fee simple to the Oliver Park Site, free of any recorded mortgage liens and judgment liens subject to any exceptions shown in the Oliver Park Commitment (as defined below) and not objected to by Buyer as provided for in this Agreement. The parties acknowledge and agree that the boundary lines/description of the Oliver Park Site as generally shown on Exhibit C shall be determined and added to and included as part of Exhibit C as soon as reasonably practicable after the date hereof, to reflect the precise legal description of the Oliver Park Site prepared by Commission's surveyor in accordance with Section 4(b) below. The parties further acknowledge and agree that the value of the Oliver Park Site is $20,500 per acre. The Company shall perform all actions necessary so that the ground conditions at the Oliver Park Site are suitable for the construction of the anticipated improvements. That work will likely include soil compaction and subsurface conditions. All such work shall be performed at the City's expense. Prior to the Closing, the Company and the Public Entities shall agree on tl~e initial ground work to be performed and its price, The price will be paid to the Company at Closing. The parties understand and agree that the subsurface conditions may be such that additional work will be needed. If such work is needed, the Company shall present to the City its proposal for the work and the cost of such work. The City shall approve any such request which is reasonably necessary to be performed so that the ground conditions will be suitable for the construction of the anticipated improvements. The cost of the additional work shall be paid by the City at the time the extra work is approved by the City. 3. Closin The consummation of the transactions contemplated herein (the "Closing") shall take place in the offices of the Title Company (as defined below) at 10:00 a.m. on the second business day after the respective conditions to Closing of the parties listed in Sections 4 and 5 below have either been met or waived and the financing contingency described in Section 14 has been satisfied, or on such other date or at such other time or place or manner (e.g. by correspondence) as is mutually agreed upon by the parties (the "Closing Date"). ReAI. FSTATE PURCHASE AND SITE WORK AGREEMENT PAC;L 2