Loading...
HomeMy WebLinkAboutItem 10r October 1, 2015 Item No. RESOLUTION AUTHORIZING THE PURCHASE OF REAL PROPERTY LOCATED AT 20088 KENWOOD TRAIL October 5, 2015 City Council Meeting Proposed Action Staff recommends adoption of the following motion: Move to adopt a Resolution Approving Acquisition of Certain Real Property and payment of eligible relocation expenses. Adoption of this resolution will result in the acquisition of the property located at 20088 Kenwood Trail. Overview The City Council has approved a Joint Powers Agreement with Dakota County to complete early opportunity acquisitions of properties along Co. Rd. 50 / Kenwood Trail. The agreement calls for these acquisitions to be completed by the City with the County reimbursing the City with their 55% cost share. The commercial property located 20088 Kenwood Trail has been identified to be acquired for the Co. Rd. 50 Improvement Project. This property comprises 2.9 acres and contains two commercial buildings one of which is occupied by Farm Show Magazine which is a business owned by the property owners. The second building is occupied by the KinderNook Pre-school. The City and County requested an appraisal of the property several months ago. The appraised value of the property is $960,000. The owners, Mary P. Wetschka and Mark Newhall, have signed a purchase agreement for the appraised price of $960,000 with an October 30, 2015 closing date. The City has also agreed to rent the property back to the current owners and their tenants until June 30, 2016 at no cost to allow time to locate a new locations for the two businesses. Both businesses are entitled to reimbursement for actual moving costs and other eligible costs provided for under the Uniform Relocation Act. City and County staff recommend approval of this purchase agreement. Primary Issues to Consider • What is the proposed funding source for this acquisition? The project as identified in the adopted 2014-2018 Capital Improvement Plan and the City's portion of the acquisition is proposed to be financed from Municipal State Aid Street funds. Supporting Information • Resolution approving the purchase of property at 20088 Kenwood Trail • Signed Purchase Agreement and Rent Back Agreement David L. Olson, Community and Economic Development Director c: Chris Petree, Public Works Director, Zach Johnson, City Engineer; Brian Sorenson, Asst. Co. Engineer Financial Impact: $ 960,000 Budgeted: Y/N Y Source: MSA and County Funds CITY OF LAKEVILLE DAKOTA COUNTY, MINNESOTA RESOLUTION 15 - RESOLUTION APPROVING THE ACQUISITION OF REAL PROPERTY AND DISPENSING WITH STATUTORY REQUIREMENTS FOR REVIEW BY PLANNING COMMISSION OF DISPOSAL OF PROPERTY WHEREAS, the City is proposing to acquire certain property ("Property") legally described in Exhibit A; WHEREAS, the Trustees of the Mary P. Wetschka Revocable Trust and the City have negotiated terms for the acquisition of the Property as provide in the proposed purchase agreement attached hereto as Exhibit "B" ("Purchase Agreement"); WHEREAS, Minn. Stat. § 462.356, subd. 2 requires that the Planning Commission review the City's proposed acquisitions and dispositions of property, and; WHEREAS, Minn. Stat. § 462.356, subd. 2 provides for an exception from the Planning Commission review requirement upon 2/3 vote of the City Council dispensing with the requirement and finding that the acquisition or disposal of the property has no relationship to the comprehensive municipal plan. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lakeville that: 1. The Purchase Agreement is hereby approved; 2. The acquisition of the Property under the Purchase Agreement has no relationship to the comprehensive municipal plan. 3. Review by the Planning Commission of the acquisition of the Property is hereby dispensed with, the proposed transaction is hereby approved, and the Mayor and City Clerk are authorized and directed to execute all documents, and take all appropriate measures to convey the Property under the terms of the Purchase Agreement. 1836760 ADOPTED this day of , 2015, by a 2/3 vote of the City Council of the City of Lakeville. CITY OF LAKEVILLE BY: Matt Little, Mayor ATTEST: Charlene Friedges, City Clerk 183676v1 EXHIBIT A Commencing at the intersection of the Northeasterly right of way line of State Highway No. 50 and the West line of the Northwest 1/4 of Section 29, Township 114, Range 20, said point of intersection being 297.65 feet South of the Northwest corner of said Section 29; thence Southeasterly along said Northeasterly right of way line of said Highway No. 50 a distance of 90: - feet to the actual point of beginning, thence continuing along said right of way line 185 feet; thence Northeasterly at right angles to said right of way line a distance of 150 feet; thence Northwesterly and parallel to said Northeasterly right of way line a distance of 185 feet; beginning, except Parcel 74 as shown on Minnesota Department of Transportation Right of Way Map No. 19-120. . Z K All that part of the Northwest 1/4 of Northwest 1/4 of Section 29, Township 114, Range 20 described as follows: Commencing at the Northwest corner of the Northwest 1/4 of Section 29, Township 114, Range 20; thence South along the West line of said Northwest 1/4 for a distance of 104.74 feet; thence Southeasterly along a line that is parallel to and distant 150 feet Northeasterly (measured at right angles) of the Northeasterly right-of-way line of State Highway No. 50 for a distance of 396.32 feet; thence Northeasterly and at right angles for a distance of 150 feet; thence North and parallel to the West line of said Northwest 1/4 a distance of 239.68 feet to the North line of the Northwest 1/4 of Section 29, Township 114, Range 20; thence West along the North line of said Northwest 1/4 a distance of 402.47 feet to the Northwest corner, according to the United States Government Survey thereof and situate in Dakota County, Minnesota. (Abstract Property) EXHIBIT "B" ATTACH PURCHASE AGREEMENT 183676v1 0 110 220 440 Feet 1 inch = 112 feet N wE s PID# 22.02900.34.030 and 22.02900.33.010 PURCHASE AGREEMENT THIS AGREEMENT ma de and entered m this day of W—W/-4/Z 5 by and between, Mary P. Wetschka and Mark A. Newhall, as Trustees of the Mary P. Wetschka Revocable Trust under Agreement dated May 24, 2011, ("Seller"), and The City of Lakeville, a municipal corporation under the laws of Minnesota. ("Purchaser"). In consideration of the mutual terms, covenants, conditions, contingencies and agreements hereinafter contained, it is hereby agreed by and between the parties as follows: 1. PROPERTY. Purchaser agrees to purchase and Seller agrees to sell the following property (the "Property"): (a) Real Pro e�rtX. Certain real property located in Dakota County, Minnesota at 20088 Kenwood Trail, Lakeville, Minnesota, as legally described in attached Exhibit "A", including two existing buildings, together with all other existing improvements located thereon, all appurtenant rights, easements, mineral rights, and all right, title and interest of Seller in and to all streets, alleys; strips, gores and rights-of-way over or abutting said land, and together with all improvements and fixtures located thereon, including without limitation, all water and sewer taps, all equipment used in connection with the operation thereof, such as elevators, security and alarm systems, and heating and air conditioning systems, except as otherwise provided under this Paragraph (all of the foregoing hereinafter collectively referred to as the "Real Property"). (b) Material Contracts. The Seller's entire right and interest in and to all utility deposits, all supplier, vendor or other contracts relating to the Property, and not cancelable on sale or upon 30 days' notice and all licenses, permits and warranties now in effect with respect to the Property (the "Material Contracts"). 2. PURCHASE PRICE AND MANNER OF PAYMENT. The total purchase price ("Purchase Price") to be paid by Purchaser to Seller for the Subject Property shall be Nine Hundred Sixty Thousand and no/100 Dollars ($960,000.00). The purchase price shall be paid as follows: (a) Earnest money: NONE (b) Nine Hundred Sixty Thousand and no/100 Dollars ($960,000.00) to be paid in cash on the date of closing. 3. TITLE TO BE DELIVERED. Seller shall deliver to Purchaser, or cause to be delivered to Purchaser, at Closing, an executed Warranty Deed ("Deed") in recordable form conveying fee simple title to the Property subject to the terms of this Agreement and: (a) Reservations of minerals or mineral rights by the State of Minnesota; Mark & Mary Newhall, Trustees 8 25-15 183528v2 N Building, zoning and subdivision laws and regulations consistent with the current use of the Property; (c) The lien of real estate taxes and installments of special assessments which are payable by Purchaser pursuant to the terms of this Agreement; (d) Exceptions to title which constitute encumbrances, restrictions, or easements which have been disclosed to Purchaser and accepted by Purchaser in writing. (hereinafter "Permitted Encumbrances"). 4. CONTINGENCIES. The Agreement and closing hereunder shall be made contingent upon each of the following: (a) Purchaser being satisfied as to good and marketable title to the Subject Property in Seller pursuant to Paragraph 8 herein. (b) All warranties and representations of Seller hereunder being true and correct as of the date hereof, and on the Date of Closing. (c) Purchaser determining, on or before the Date of Closing, that it is satisfied with the matters disclosed by soil testing and a physical inspection of the Subject Property conducted by Purchaser and its agents. Purchaser and its agents shall have the right to enter into the Subject Property for the purposes of making soil tests and such other physical inspection measurements and investigation as Purchaser deems necessary; provided, however, that Purchaser shall not interfere with the operation of the Subject Property and, provided further, that Purchaser shall indemnify and hold Seller and the Subject Property harmless from all liabilities arising from entry upon or testing of the Subject Property, including but not limited to liabilities arising from mechanic's, materialmen's or other liens filed against the Subject Property connection with work performed or material furnished by or at the direction of Purchaser. (d) Purchaser determining, on or before the Date of Closing, that it is satisfied with the matters disclosed by its review of any reports obtained by Purchaser from third parties in connection with investigation of the Subject Property for the presence of hazardous or toxic waste. (e) The representations of Seller contained in this Agreement must be true now and as of the Closing Date, as if made on the Closing Date and Seller shall have delivered to Purchaser on the Closing Date, a certificate, signed by Seller, certifying that such representations are true as of the Closing Date (the "Bring -down Certificate,,), except to the extent that the representations are no longer true and acceptable to Purchaser. Mark & Mary Newhall, Trustees 8-25-15 183528v2 2 M Title to the Property shall be held by Seller on the Closing Date, and shall be free and clear of all encumbrances except the Permitted Encumbrances. (g) Estoppel Certificates have been provided in a form acceptable to Seller and Purchaser for the Building Leases and Material Contracts to be assumed. (h) Seller shall perform all of the obligations required to be performed under this Agreement, as and when required by this Agreement, except as waived by Purchaser. (i) Purchaser having determined that it is satisfied with its review and analysis of all documents required to be provided by Seller under Paragraph 6 (refer to new Paragraph to be added below). If all the foregoing contingencies have not been satisfied or waived by Purchaser on or before the Date of Closing or such other date as is expressly set forth above, then this Agreement may be terminated at Purchaser's option, and upon written notice of termination, any Earnest Money deposited by Purchaser, together with interest earned thereon, shall be returned to Purchaser, and upon such return neither party shall have any further rights or obligations with respect to this Agreement or the Subject Property. If notice of termination of the Agreement for failure to satisfy any contingency set forth above is not given by Purchaser on or before the Date of Closing, such contingency shall be deemed waived by Purchaser. Purchaser shall have the right to unilaterally waive any contingency and proceed to close. Each party shall cooperate with the other in satisfying the conditions hereof 5. EVIDENCE OF TITLE. (a) Within fifteen (15) days following the date of execution of this Purchase Agreement, Purchaser shall obtain a commitment for an ALTA Owner's Form title insurance policy (the "Commitment") issued by Dakota County Abstract (the "Title Company,,), pursuant to which the Title Company agrees to issue to the Purchaser upon the recording of the documents of conveyance referred to herein an Owner's title insurance policy insuring the Property in an amount equal to the Purchase Price. Purchaser shall pay all costs associated with the issuance of such Commitment. The Commitment shall include proper searches covering bankruptcies, state and federal judgments and liens and levied and pending special assessments, which Commitment: (1) Insures that Purchaser has marketable title of record to the Property, free and clear of all liens, encumbrances, leases, except Building Leases, claims and charges, all material easements, rights-of-way, covenants, conditions and restrictions and any other matters affecting title, except for Permitted Encumbrances and such matters as are approved by Purchaser in writing. (2) Waives or agrees to insure over the following standard exceptions: Mark & Mary Ne whal ,, Trustees 8-25-15 183528v2 (A) Rights and claims of parties in possession; and (B) Mechanic's, contractor's and material liens and lien claims. (b) Purchaser shall have fifteen (15) days after receipt of the Commitment to deliver to Seller written objections to title based on marketability of the Property ("Objections") and Seller shall have sixty (60) days to have such Objections removed or satisfied, during which period the Closing Date shall be postponed, if necessary. If Seller fails or is unable to have such Objections removed within said time, Purchaser may, at its sole election, do any of the following: (1) Termination. Terminate this Agreement without any liability on its part in exchange for a quit claim deed for the Property. (2) Escrow for Cure. If the parties agree to an escrow, Seller shall escrow an amount sufficient to assure cure of the Objection(s). Any amount so escrowed will be placed in an escrow with title pending such cure. If such escrow is established, the parties agree to execute and deliver such documents as may be reasonably required by the Title Company, and Seller agrees to pay the charges of the Title Company to create and administer the escrow. (3) Purchaser Cure. To the extent an Objection can be satisfied by the payment Of money, Purchaser shall have the right to pay the amount necessary to satisfy such Objection and the amount so applied shall be reimbursed to Purchaser by Seller at the Closing, provided, that the amount due to the third -party claimant is an undisputed liquidated amount for which Seller's liability is undisputed. Notwithstanding the limitation, waiver, and relinquishment of remedies in under this Agreement, if Purchaser funds such a cure of monetary objection, and is not reimbursed at Closing by Seller, Purchaser shall have a right of action to recover from Seller an amount equal to the dollar amount of Seller's undisputed and liquidated liability. (4) Waiver. Waive such objections and take title to the Property subject to such objections. 6. REVIEW OF DOCUMENTS AND ASSUMPTION OF CONTRACTS. (a) Within fifteen (15) days of the execution of this Agreement, Seller agrees to provide Purchaser with each of the following enumerated items to the extent these items are in Seller's possession and all of the same must be acceptable to Purchaser, in the exercise of its sole discretion. If any such documentation or information shows a material adverse change not acceptable to Purchaser, in Purchaser's sole discretion, Purchaser may terminate this Agreement within the times herein provided. The items are as follows: Mark & Mary Ne wha11, Trustees 8 25-15 183528v2 4 (1) Copies of all architectural, engineering and construction plans, blueprints, specifications and the like for the buildings and of all site plans, topographical drawings, utility plans and the like related to the Property. (2) Copies of all supplier or vendor contracts relating to the Property and not cancelable on sale or upon thirty (30) days' notice. (3) Copies of any warranties in connection with the Property which shall be assigned to Purchaser at Closing to the extent assignable. (4) Information concerning the history of operating income and expenses for the past three (3) years. (5) Certified current rent roll. (6) Copies of all written Building Leases, including a written summary of any and all oral leases. (7) Copy of any existing surveys of the Property. (8) Copies of existing environmental reports and copies of all reports, assessments and information filed by Seller or Seller's predecessor in interest with the MPCA or any other regulatory body. (9) Copies of all Material Contracts and related files. (10) Copies of any outstanding bids or estimates for repairs and/or capital improvements. (11) Copy of all soil tests taken on the Property which are available to Seller. Seller's obligation to provide the foregoing documentation shall continue for any such documentation that Seller receives following execution of this Agreement and prior to Closing. Purchaser agrees to return all of said copies, records and information to Seller in the event that the Closing contemplated by this Agreement does not occur or if this Agreement is terminated for any reason. (b) Assumption of Contracts. Purchaser shall designate in writing, on or before the Closing, the executory contracts and unexpired leases to be assumed and assigned to Purchaser as the Assumed Contracts. Such designation is subject to Purchaser's right, by written notice to Seller from time to time to exclude from or add to the list of previously designated Assumed Contracts. Seller shall take all necessary steps to assume and assign to Purchaser all designated Assumed Contracts. Seller shall cure any and all defaults and breaches and satisfy any liability or obligation arising from or relating to pre -Closing periods under the Assumed Contracts, except as expressly Mark & Mary Newhall, Trustees 8-25-15 5 183528v2 assumed by Purchaser under this Agreement. 7. REPRESENTATIONS AND WARRANTIES BY SELLER. Seller represents and warrants to Purchaser that: (a) The individuals executing this Agreement and the documents referred to herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. This Agreement and all documents required hereby to be executed by Seller are, and shall be, valid, legally binding obligations of and enforceable against Seller in accordance with their terms. (b) On the Date of Closing, Seller will own all of the properties and assets being conveyed hereby, free and clear of all leases, liens, charges and encumbrances. (c) Seller has received no notice of any action, litigation, investigation or proceeding of any kind pending against Seller, nor to the best of Seller's knowledge is any action, litigation, investigation, or proceeding pending or threatened against the Subject Property, or any part thereof. (d) Seller will cause, to the extent applicable, all policies of insurance covering the Subject Property with respect to fire and extended coverage risks, and liability to be kept in full force and effect through and including the Date of Possession. (e) To Seller's knowledge and without independent investigation, (i) no toxic materials, hazardous wastes or hazardous substances, as such terms are defined in the Resource Conservation and Recovery Act of 1996, as amended (42 U.S.C. §6901, et seq.) or in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601, et seq.), including, without limitation, any asbestos or asbestos-related products or materials and any oils, petroleum -derived compounds or pesticides ("Hazardous Materials") have been generated, treated, stored, released or disposed of or otherwise placed, deposited in or located on the Property; and (ii) the Property is free of Hazardous Materials and is not subject to any "superfund" type liens or claims by governmental regulatory agencies or third parties arising from the release or threatened release of hazardous substances in, on, or about the Property. (f) Seller has not entered into any other contracts for the sale of the Subject Property, nor as of the Date of Closing will there be any first rights of refusal or options to purchase the Subject Property. (g) Seller has not entered into any commitments or agreements with any governmental agency or public or private utility affecting the Subject Property which have not been disclosed in writing by Seller to Purchaser. (h) There are no tenants on the Property, and there are no parties in possession or with right to possession of the Property other than Seller and the following Mark & Mary Ne whall, Trustees 8-25-15 6 183528v2 tenants: (i) Kindernook Preschool, Inc., a Minnesota corporation ("Kindernook Tenant") under its Lease Agreement with Seller dated ("Kindernook Lease"); and — (ii) Farm Show Pulishing, Inc., a Minnesota corporation ("Farm Show Tenant") under a (verbal) (written) Lease with Seller, dated ("Farm Show Lease"); (collectively the "Building Tenants" and "Building Leases"); (i) Seller will not construct or enter into any agreement or commitment to construct any improvement or alteration to the Subject Property. (j) Seller will not enter into or consent to any easement, covenant or other obligation affecting the Subject Property or alteration to the Subject Property. (k) To the best of Seller's knowledge, after due inquiry, Seller isnot in default with respect to any of its obligations or liabilities pertaining to the Subject Property. (1) To the best of Seller's knowledge, methamphetamine production has not occurred on the property. (m) To the best of Seller's knowledge, there are no underground storage tanks or wells on the Property, it being understood that the representation as to wells shall be recited in the Deed to be delivered by Seller at Closing. (n) On the Date of Closing there will be no outstanding contracts made by Seller for any improvements to the Property which have not been fully paid for or for which Seller shall not have made arrangements to pay off, at Closing, or that will affect the Property or be binding upon Purchaser or upon the Property subsequent to Closing without Purchaser's written consent; and Seller shall cause to be discharged all mechanic's or materialmen's liens arising from any labor or materials furnished to the Property that were made at the request of Seller, its agents, or contractors, prior to the Date of Closing and any mortgages or other such similar encumbrances. (o) Until the Date of Closing, except as otherwise provided in this Agreement, Seller shall maintain the land associated with the Property in its present condition, reasonable wear and tear and damage by casualty excepted. (p) To the best of Seller's knowledge, there are no underground storage tanks or wells on the Property, it being understood that the representation as to wells shall be recited in the Deed to be delivered by Seller at Closing. (q) Solely for purposes of satisfying the requirements of Minn. Stat. § 115.55, Seller Mask & Mary Ne wha11, Trustees 8 25-15 7 183528v2 certifies that, to Seller's knowledge, there is no "individual sewage treatment system" (within the meaning of that statute) on or serving the Property. Seller certifies that sewage generated on the Property goes to a facility permitted by the Minnesota Pollution Control Agency. Notwithstanding any provisions herein to the contrary, if a closing occurs hereunder, Seller shall indemnify Purchaser, its successors and assigns, against, and shall hold Purchaser, its successors and assigns, harmless from, any loss, costs, expense or damage, including reasonable attorneys' fees directly arising out of or resulting from the breach of any of the representations and warranties herein contained, whether such loss, cost, expense or damage arises prior to or after closing, provided that Purchaser did not have knowledge of said breach on or before the Date of Closing. All warranties and representation herein contained shall survive a closing. 8. CLOSING. The date on which the closing of the transaction herein described shall occur (herein referred to as the "Date of Closing") shall be on or before October 30, 2015. The closing and delivery of all such documents shall take place at the office of the City of Lakeville or at such reasonable location as may be agreed upon by Purchaser and Seller. 9. POSSESSION. Seller shall deliver possession of the Property to Purchaser on the Date of Closing, subject to the Rent Back Agreement attached hereto as Exhibit B. 10. COSTS AND PRORATIONS. Seller and Purchaser agree to the following Prorations and allocation of costs in connection with this Agreement and the transactions contemplated hereby: (a) Purchaser shall pay the costs of certification and delivery of a title insurance policy contemplated hereunder. (b) Purchaser shall pay all state or local transfer or deed taxes in connection with the Deed to be delivered hereunder, if any. Purchaser shall pay for the cost of drafting documents and closing fees. Purchaser shall pay for the recording charges in connection with recording the documents to be delivered herein. (c) Seller shall be responsible for payment of the real estate taxes due and payable in the year of the sale prorated to the date of closing. Seller shall pay all real estate taxes due and payable for the years prior to date of closing, together with all special assessments levied against the property. Also, Seller shall pay any and all deferred taxes and/or special assessments levied or pending against the property. (d) Each of the parties shall pay all of its own respective attorneys' fees and Real Estate Brokerage fees in connection with the negotiation, preparation and closing of this Agreement and the transaction contemplated hereby. (e) Utilities. Final readings on all gas, water and electric meters shall be made as of the Closing Date, or as soon thereafter as is possible. Seller shall be responsible for all charges for consumption of utilities through the Closing Date and pursuant to the terms of the Rent Back Agreement after the Closing Date. Mark & Mary Ne whall, Trustees 8 25-I5 8 183528v2 (fj Operating_ Costs. Other operating costs shall be prorated between the Seller and Purchaser as of the Closing Date, with Seller paying all such items applicable to the period through the Closing Date and pursuant to the terms of the Rent Back Agreement after the Closing Date. (g) Rent. Seller shall receive all rent from tenants under the terms of the Leases through the Closing Date and shall continue to receive all rent from tenants pursuant to the terms of the Rent Back Agreement and Building Leases thereafter. If, and to the extent, any cost or fee shall be payable by Seller under this Agreement, Purchaser shall have the right to pay such amount for the account of Seller and deduct the amount thereof from the cash due Seller at the Date of Closing. If the amount of Seller's obligation cannot be determined on the Date of Closing, Purchaser shall have the right to establish an escrow account (and offset from the cash payment) 150% of the maximum foreseeable liability. 11. CLOSING DOCUMENTS. At the Closing, Seller shall execute and deliver to Purchaser the following (collectively the "Closing Documents"): (a) Deed. The Deed to the Property conveying to Purchaser marketable fee simple title to the Property subject only to the Permitted encumbrances. (b) Seller's Affidavit. A standard form affidavit by Seller indicating that on the date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Subject Property; that there has been no skill, labor or material furnished to the Subject Property (other than at the request of Purchaser) for which payment has not been made or for which mechanics' liens could be filed; and that there are no other unrecorded interests in the Subject Property. (c) Storage Tanks. If required an affidavit with respect to storage tanks pursuant to Minnesota Statutes Section 116.48. (d) Well Disclosure. Seller certified that there is a well/wells on the described Real Property and agrees to complete a Sellers Well Discloser on Date of Closing. Purchasers may conduct any water quality tests it desires at its own expense. (e) Sewage Treatment System. There is no individual sewage treatment system on or serving the Real Property. Municipal sanitary sewer is available to the Real Property. (f) Certification. A certification that the representations and/or warranties made by the Sellers are the same as were in existence on the date of the Purchase Agreement. (g) Abstract. A registered Property Abstract or Abstract of Title certified to date. Mark & Mary Ne wha ,, Trustees 8 25-15 9 183528v2 (h) Other Documents. All other documents reasonable determined by either party and the title insurance company to be necessary to transfer and provide title for the property. (i) Flood Plain. Seller warrants that the Real Property does not lie within a federally designated Flood Plain. (j) Fully executed estoppel certificates (including release of any option to purchase) covering all Building Leases on a form approved by Purchaser and identifying expiration dates for all Building Leases on or before the period ending one year after the Closing Date. (k) Keys to all locks on the Property. (1) All original versions of material contracts and warranties in Seller's possession. (m) An assignment and assumption of the assumed contracts, permits, and warranties. 12. ASSIGNMENT. Purchaser shall have the right to assign its interest under this Agreement, without first obtaining the consent of Seller, provided that Purchaser shall remain liable to Seller under this Agreement. 13. SURVIVAL. All of the terms, covenants, conditions, representations, warranties and agreements contained in this Agreement shall survive and continue in force and effect and shall be enforceable after the closing. 14. NOTICES. Any notice or election required or permitted to be given or served by any party hereto upon any other shall be deemed given or served if personally delivered to an officer of the party to be notified or if mailed by US registered or certified mail, postage prepaid, return receipt requested, or sent by reputable overnight courier, to the property address as follows: If to Seller: Mary P. Wetschka Mark A. Newhall 3729 Wescott Hills Drive Eagan, MN 55123 If to Purchaser: David Olson, Community & Economic Development Director City of Lakeville 20195 Holyoke Avenue Lakeville MN 55044-8339 Mark & Mary Ne whall, Trustees 8-25-15 10 183528v2 and. Andrea McDowell Poehler Campbell Knutson, P.A. Grand Oak Office Center 860 Blue Gentian Rd. Suite 4290 Eagan MN 55121 Except as otherwise expressly provided herein, each such notice shall be deemed to have been received by, or served upon, the party to whom addressed on the date which is three (3) days after the date upon which the same is deposited in the US registered or certified mail, postage prepaid, return receipt requested, properly addressed in the manner above provided, and if served personally or sent by reputable overnight courier, on the date of service or delivery. Any party hereto may change its address for the service of notice hereunder, in the manner above specified, ten (10) days prior to the effective date of such change. 15. EFFECTIVE DATE OF AGREEMENT This Agreement shall become effective and shall be binding upon the parties hereto only after it has been executed by each of the parties hereto. 16. CAPTIONS. The paragraph headings or captions appearing in this Agreement are or convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 17. ENTIRE AGREEMENT; MODIFICATION. This written Agreement constitutes the entire and complete agreement between the parties hereto and supersedes any prior oral or written agreements between the parties hereto with respect to the Subject Property. It is expressly agreed that there are no verbal understandings or agreement which in any way change the terms, covenants or conditions herein set forth, and that no modification of this Agreement and no waiver of any of its terms and conditions shall be effective unless in writing and duly executed by the parties hereto. 18. BINDING EFFECT. All covenants, agreements, warranties and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. When used herein, the singular shall include the plural, the plural shall include the singular, and the use of one gender shall include all other genders, as and when the context so requires. 19. CONTROLLING LAW. This Agreement has been made and entered into under the laws of the State of Minnesota and said laws shall control the interpretation enforcement hereof. 20. REMEDIES. If either party shall default in its obligations hereunder, the sole remedies available to either party, except with respect to defaults under Paragraph 5 herein for which damages shall be recoverable as provided therein, shall be (i) to terminate this Agreement by written notice to the other party, in which event neither party shall have any further rights or obligations hereunder or (ii) to seek performance of this Agreement. Mark & Mary Newhall, Trustees 8 25-15 11 183528v2 21. COUNTERPARTS. This Agreement may be signed in one or more counterparts, all of which taken together shall be deemed one original. 22. SEVERABILITY. If any provision in this Agreement, or any application thereof, shall be invalid or unenforceable, the remainder of this Agreement and any other application of such provision shall not be affected thereby and shall not be rendered invalid or unenforceable. 23. ACCEPTANCE. Seller understands and agrees that this Purchase Agreement is subject to acceptance by Purchaser in writing. Mary P. Wetscha, Trustee and Mark A. Newhall, Trustee, have signed this Purchase Agreement to sell the Subject Property for the price and terms and conditions set forth in this Agreement. SELLER: MARY P. WETSCHKA REVOCABLE TRUST UNDER AGREEMENT DATED MAY 24, 2011 Dated: 9 l l/ I L5 Dated: -7;�b BY Mary P. Wets a, Trustee BY /�✓/� %� Mark A. Newhall, Trustee On behalf of the City of Lakeville, and pursuant to authority granted to Matt Little and Charlene Friedges, we have signed this Purchase Agreement to purchase the Subject Property for the price and on the terms and conditions set forth in this Agreement: PURCHASER: City of Lakeville Dated: Dated: Final Acceptance Date .03 Matt Little, Mayor Charlene Friedges, City Clerk Mark & Mary Newhall, Trustees 8-25-15 12 183528v2 EXHIBIT A TO PURCHASE AGREEMENT Commencing at the intersection of the Northeasterly right of way line of State Highway No. 50 and the West line of the Northwest 1/4 of Section 29, Township 114, Range 20, said point of intersection being 297.65 feet South of the Northwest corner of said Section 29; thence Southeasterly along said Northeasterly right of way line of said Highway No. 50 a distance of 90 feet to the actual point of beginning, thence continuing along said right of way line 185 feet; thence Northeasterly at right angles to said right of way line a distance of 150 feet; thence Northwesterly and parallel to said Northeasterly right of way line a distance of 185 feet; beginning, except Parcel 74 as shown on Minnesota Department of Transportation Right of Way Map No. 19-120. AND All that part of the Northwest 1/4 of Northwest 1/4 of Section 29, Township 114, Range 20 described as follows: Commencing at the Northwest corner of the Northwest 1/4 of Section 29, Township 114, Range 20; thence South along the West line of said Northwest 1/4 for a distance of 104.74 feet; thence Southeasterly along a line that is parallel to and distant 150 feet Northeasterly (measured at right angles) of the Northeasterly right-of-way line of State Highway No. 50 for a distance of 396.32 feet; thence Northeasterly and at right angles for a distance of 150 feet; thence North and parallel to the West line of said Northwest 1/4 a distance of 239.68 feet to the North line of the Northwest 1/4 of Section 29, Township 114, Range 20; thence West along the North line of said Northwest 1/4 a distance of 402.47 feet to the Northwest corner, according to the United States Government Survey thereof and situate in Dakota County, Minnesota. (Abstract Property) Mark & Mary Newhall, Trustees 8 25-15 13 183528v2 EXHIBIT A TO PURCHASE AGREEMENT RENT BACK AGREEMENT Mark & Mary Ne wha- 1, Trustees 8-25-15 14 183528v2 Date August 25, 2105 "Exhibit B" to Purchase Agreement Rent Back Agreement Date: This Rent Back Agreement is entered into in connection with the Purchase Agreement between Mary P. Wetschka and Mark A. Newhall, as Trustees of the Mary P. Wetschka Revocable Trust Agreement dated May 24h ' 4h' 2011, ("S ler" e and the City of Lakeville, MN, a Minnesota municipal corporation, ("Buyer"), dated /� , for the sale and purchase of the property at 20088 Kenwood Trail, Lakeville, MN 55044 (the "Property"). The Buyer and Seller agree as follows: 1. NATURE AND PURPOSE: This Rent Back Agreement gives Seller the right to remain in and occupy the Property for a limited time after closing on the purchase of the Property. This Rent Back Agreement remains in effect after the closing. 2. DATE OF POSSESSION: Seller agrees to completely vacate and deliver exclusive physical possession of the Property to Buyer on or before June 30.2016 ("Date of Possession,). 3. SECURITY AND DAMAGE DEPOSIT: On Date of Closing (which shall be the date in which closing occurs under the Purchase Agreement), Seller will deposit Zero dollars ($0.00) with Buyer in certified funds, as a security and damage deposit. The deposit will earn statutory interest at the rate prescribed in Minn. Stat. Section 504.20 subd. 2. The Buyer will refund the deposit, plus interest, to Seller, or after Seller moves out of the Property and gives possession to Buyer. Buyer may keep amounts necessary to cover unpaid rent or to cover the cost of repairing damage to the Property (including personal property and appliances) caused by Seller. If the Buyer keeps all or a part of the deposit, Buyer will provide a written statement within 21 days stating the reason for withholding. 4. MONTHLY RENT: Seller will pay Buyer $0.00 per month beginning on the Date of Closing and continuing through the above Date of Possession. If Seller remains in the Property after the above Date of Possession, Seller will pay additional monthly charges to Buyer in advance. 5. UTILITIES: (a) Seller will continue all utility services in Seller's name and will be solely and exclusively responsible for the actual cost of all utilities and other building services necessary for the Property, the Buildings and use by Seller as may be required by law, governmental authority or contract, including, but not limited to: electricity, gas, water, sewer, telephone, internet, security systems, garbage and recycling, landscaping maintenance and snow removal. (b) Interruption of Services. Seller understands, acknowledges and agrees that any one or more of the utilities or other building services identified above may be interrupted by reason of accident, 183529v2 Date August 25, 2105 emergency or other causes beyond Buyer's control, or may be discontinued or diminished temporarily by Buyer or other persons until certain repairs, alterations or improvements can be made; that Buyer does not represent or warrant the uninterrupted availability of such utilities or building services; and that any such interruption shall not be deemed an eviction or disturbance of Seller's right to possession, occupancy and use of the Property or any part thereof, or render Buyer liable to Seller in damages by abatement of rent or otherwise, or relieve Seller from the obligation to perform its covenants under this Lease. 6. INSURANCE: Seller will maintain homeowner's insurance coverage, at their sole cost, for the Property through the date that the Seller vacates the Property with limits of at least $1,000,000 per occurrence and in the aggregate. Seller shall name the Buyer as the beneficiary in the homeowner's insurance policy. Seller shall obtain and maintain their own liability insurance coverage and personal property insurance coverage during Seller's tenancy of the Property. Buyer reserves the right to review and approve any proposed homeowner's insurance policy for perils to real property and liability coverage for Seller prior to closing. Seller shall provide to Buyer on the Date of Closing a homeowner's insurance policy, and a certificate of insurance naming the Buyer as the beneficiary during the tenancy at will. Seller agrees that she shall be responsible and liable for her personal property. 7. FIRE OR OTHER CASUALTY; CASUALTY INSURANCE: (a) Substantial Destruction of the Buildings. If the Buildings located on the Property should be substantially destroyed or become uninhabitable for any reason, this agreement becomes null and void immediately and the Buyer has no further responsibility to the Seller or any subtenants. In the event of habitable repair(s) to the Property during the tenancy, Seller may elect to be responsible for such habitable repairs at Seller's cost to continue the tenancy or Seller may elect to terminate the tenancy and vacate the premises immediately. In any event, Buyer shall not incur any obligation to complete any repairs of any kind to the Property during the tenancy. (b) Casualty Insurance. Without limiting Seller's liability under this Lease, the Buyer shall procure and maintain a policy or policies of public liability insurance, insuring against injury or death to persons and " all risk" hazard insurance for loss or damage to the Buildings; provided, however, that the Buyer shall not be responsible for, and shall not be obligated to insure against, any loss or damage to personal property (including, but not limited to, any furniture, machinery, equipment, goods or supplies) of Seller or which Seller may have on the Property or any trade fixtures installed by or paid for by Seller on the Property or any additional improvements which Seller may construct on the Property. If Seller's operation or any alterations or improvements made by Seller or its subtenants pursuant to the provisions of this Lease result in an increase in the premiums charged during the Term on the casualty insurance carried by the City on the Property, then the cost of such increase in insurance premiums shall be borne by Seller. (c) Seller shall, at its own expense during the term of this Lease, keep in full force and effect a policy or policies of property insurance with an insurance company licensed to do business in the State of Minnesota, covering its personal property, furniture, machinery, equipment, supplies, stored goods, trade fixtures installed by or paid for by Seller or which coverage shall be no less than eighty percent (80%) of replacement value. Seller shall furnish the Buyer with a certificate evidencing that such coverages are in full force and effect. (d) Waiver of Subro ation. Seller and the Buyer hereby release each other and each other's employees, agents, customers and invitees from any and all liability for any loss, damage or injury to 183529v2 2 Date August 25, 2105 property occurring in, on or about or to the Property, improvements to the Property or personal property within the Property, by reason of fire or other casualty which are covered by applicable standard fire and extended coverage insurance policies. Because the provisions of this paragraph will preclude the assignment of any claim mentioned herein by way of subrogation or otherwise to an insurance company or any other person, each party to this Lease shall give to each insurance company which has issued to it one or more policies of fire and extended coverage insurance notice of the terms of the mutual releases contained in this paragraph, and have such insurance policies properly endorsed, if necessary, to prevent the invalidation of insurance coverages by reason of the mutual releases contained in this paragraph. 8. MAINTENANCE: Seller, at its sole cost and expense, will be responsible for all repairs and normal maintenance of the Buildings and Property. Seller will keep the Property in reasonable repair and order. Seller shall be responsible for all costs and responsibilities for management of the Building Leases under the terms of the leases. 9. USE OF PROPERTY: The Property shall be occupied and used exclusively for the uses as they exist on the date of this Agreement and related services incidental thereto, and shall not be used for any other purpose, without written permission of the Buyer. Seller hereby accepts the Property on an "as is" basis without any representations or warranties by Buyer as to its fitness for Seller's business or use or for any other particular purpose except as expressly set forth herein, or use by its subtenants. (a) Covenants Regarding Use. In connection with its use of the Property, Seller agrees to do the following: (i) Seller shall use the Property and conduct its business thereon in a safe, careful, reputable and lawful manner; shall keep and maintain the Property in as good a condition as they were on the date of this Agreement, ordinary wear and tear excepted, and shall make all necessary repairs to the Property other than those which Buyer is obligated to make as provided elsewhere herein. (ii) Seller shall not commit, nor allow to be committed, in, on or about the Property any act of waste, or use or permit to be used on the Property any hazardous substance, equipment or other thing which might cause injury to person or property or increase the danger of fire or other casualty in, on or about the Property; permit any objectionable or offensive noise or odors to be emitted from the Property; or do anything, or permit anything to be done, which would, in Buyer's opinion, disturb or tend to disturb the owners or tenants of any adjacent buildings. (iii) Seller shall not use the Property, nor allow the Property to be used, for any purpose or in any manner which would, in Buyer's opinion, invalidate any policy of insurance now or hereafter carried on the Property or increase the rate of premiums payable on any such insurance policy. (b) Compliance with Laws. Seller shall not use or permit the use of any part of the Property for any purpose prohibited by law. 183529v2 3 Date August 25, 2105 10. GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE: (a) All insurance, liability and indemnification certificates are subject to review and approval by the Buyer. (b) Except for the negligence or intentional misconduct of Buyer, Buyer agents, servants or employees, Seller shall insure against, and shall indemnify Buyer and hold it harmless from, any and all liability for any loss, damage or injury to person or property, arising out of use, occupancy or operations of Seller and any Building Tenants occurring in, on or about the Property, and Seller hereby releases Buyer from any and all liability for the same. Seller's obligation to indemnify Buyer hereunder shall include the duty to defend against any claims asserted by reason of such loss, damage or injury and to pay any judgments, settlements, costs, fees and expenses, including attorney's fees, incurred in connection therewith. (c) Seller shall at all times during the Term carry, at its own expense, for the protection of Seller and Buyer, as their interests may appear, one or more policies of general public liability and property damage insurance, issued by one or more insurance companies licensed to do business in the State of Minnesota and acceptable to Landlord, covering Seller's use, occupancy and operations providing minimum coverages of $1,000,000 combined single limit for bodily injury and property damage per occurrence with $2,000,000 aggregate coverage together with an Umbrella Liability Policy with a minimum of $1,000,000 per occurrence and $1,000,000 aggregate. Such insurance policy or policies shall name Buyer, its agents and employees, as additional insureds and shall provide that they may not be canceled or materially changed on less than thirty (30) days prior written notice to Buyer. Prior to Commencement of the Lease, Seller shall furnish Buyer with certificates of insurance evidencing such insurance for approval by Buyer. Should Seller fail to carry such insurance and furnish Buyer with copies of all such policies after a request to do so, Buyer shall have the right to obtain such insurance and collect the cost thereof from Seller. (d) Buyer and its officers, agents, servants and employees shall not be liable for any damage to person, property or business or resulting from the loss of use thereof sustained by Seller, Building Tenants or by any other persons due to the Buildings or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Buildings or due to any act or neglect of Seller, subtenant, or occupant of the Buildings or of any other person. 11. LIENS: Seller shall not cause or allow any mechanic's lien or other lien to be filed against the Property or against other property of Buyer (whether or not such lien is valid or enforceable as such). In the event any mechanic's lien shall at any time be filed against the Property or any part of the Property by reason of work, labor, services or materials performed or furnished to Seller or to anyone holding the Property through or under Seller, Seller shall forthwith cause the same to be discharged of record. If Seller shall fail to cause such lien forthwith to be discharged within five (5) days after being notified of the filing thereof, then, in addition to any other right or remedy of Buyer, Buyer may, but shall not be obligated to, discharge the same by paying the amount claimed to be due, or by bonding, and the amount so paid by Buyer and all costs and expenses, including reasonable attorneys' fees incurred by Buyer in procuring the discharge of such lien, shall be due and payable in full by Seller to Buyer on demand. 12. ASSIGNMENT AND SUBLETTING: Except for current leases on the Property with Kindernook Preschool, Inc. and Farm Show Publishing, Inc., Seller may not assign or otherwise transfer 4 183529v2 Date August 25, 2105 its interest in this Lease or sublet the Property or any part thereof. Any sublease of the Property must be consistent with Seller's use of the Property. Sub -leases must provide the same level of insurance required under this Lease. 13. LEASEHOLD IMPROVEMENTS: Seller shall not be permitted and shall not allow others to make any leasehold improvements to the Buildings or Property. 14. DEFAULTS AND REMEDIES: (a) Default by Seller. The occurrence of any one or more of the following events shall be a default and breach of this Lease by Seller: (i) Seller shall fail to pay any monetary obligation set forth in this Lease within fifteen (15) days after the same shall be due and payable. Seller shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this Lease for a period of thirty (30) days after notice thereof from Buyer; provided, however, that if the term, condition, covenant or obligation to be performed by Seller is of such nature that the same cannot reasonably be performed within such thirty -day period, such default shall be deemed to have been cured if Seller commences such performance within said thirty -day period and thereafter diligently undertakes to complete the same, but in any event completes cure within ninety (90) days after notices from Buyer. (iii) Seller causes or permits a hazardous condition to exist on the Property and fails to cure such condition immediately after notice thereof from Buyer. (b) Remedies of Buyer. Upon the occurrence of any event of default set forth in this Lease, Buyer shall have the following rights and remedies, in addition to those allowed by law, any one or more of which may be exercised without further notice to or demand upon Seller: (i) Buyer may re-enter the Property and cure any default of Seller, in which event Seller shall reimburse Buyer for any costs and expenses which Buyer may incur to cure such default; and Buyer shall not be liable to Seller for any loss or damage which Seller may sustain by reason of Buyer's action, regardless of whether caused by Buyer's negligence or otherwise. (ii) Buyer may terminate this Lease as of the date of such default, in which event: (A) Neither Seller nor any person claiming under or through Seller shall thereafter be entitled to possession of the Property, and Seller shall immediately thereafter surrender the Property to Buyer; (B) Buyer may re-enter the Property and dispossess Seller or any other occupants of the Property by summary proceedings, ejectment or otherwise, and may remove their effects, without prejudice to any other remedy which Buyer may have for possession or arrearages in rent; 5 183529v2 Date August 25, 2105 (C) Notwithstanding the termination of this Lease, Seller shall be responsible for payment of all of Seller's cost and expenses for any repairs required for Seller's failure to maintain the Buildings pursuant to this Agreement. The liabilities and remedies specified herein shall survive the termination of this Lease. (iii) Buyer may sue for injunctive relief or to recover damages for any loss resulting from the breach. (iv) Seller is responsible for any charges that have been forgone by the Buyer including, but limited to, prorated property taxes in the year of default and the year following default. (c) Waiver of Covenants. Failure of Buyer to insist, in any one or more instances, upon strict performance of any term, covenant, condition, or option of this Lease, or to exercise any option herein contained, shall not be construed as a waiver, or a relinquishment for the future, of such term, covenant, condition, or option, but the same shall continue and remain in full force and effect. (d) Attorney Fees. If Seller defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease and Buyer placed the enforcement of all or any part of this Lease, the collection of any rent due or to become due or the recovery of possession of the Property in the hands of an attorney, or if Buyer incurs any fees or out-of-pocket costs in any litigation, negotiation or transaction in which Seller causes Buyer (without Buyer's fault) to be involved or concerned, Seller agrees to reimburse Buyer for the attorney's fees and costs incurred thereby, whether or not suit is actually filed. 15. ACCESS TO THE PROPERTY: Buyer, its employees and agents of the Property shall have the right to enter any part of the Property at all reasonable times for the purposes of examining or inspecting the same, and for making such repairs, alteration or improvements to the Property as Buyer may deem necessary or desirable. If representatives of Seller shall not be present to open and permit such entry into the Property at any time when such entry is necessary or permitted hereunder, Buyer and its employees and agents may enter the Property by means of a master key or otherwise, Buyer shall incur no liability to Seller or its subtenants for such entry, nor shall such entry constitute an eviction of Seller or a termination of this Lease, nor entitle Seller or subtenants to any abatement of rent therefore. 16. SURRENDER OF PROPERTY: Upon the expiration, or earlier termination, of this Lease Seller shall surrender the Property to Buyer, together with all keys, access cards, alterations, improvements, and other property as provided elsewhere herein, in broom -clean condition and in good order, condition and repair, except for ordinary wear and tear and damage. Upon such expiration or termination Seller's trade fixtures, furniture and equipment shall remain Seller's property, and if Seller shall not then be in default under this Lease, Seller shall have the right to remove the same prior to the expiration or earlier termination of this Lease, Seller shall promptly repair any damage caused by any such removal, and shall restore the Property to the condition existing prior to the installation of the items so removed. Any of Seller's trade fixtures, furniture or equipment not so removed shall be considered abandoned and may be retained by Buyer or be destroyed. 17. HOLDING OVER: If Seller remains in possession of the Property without the consent of Buyer after the expiration or earlier termination of this Lease, Seller shall be deemed to hold the Property as a tenant from month to month, terminable on thirty (30) days' notice given by one party to the other and 6 183529v2 Date August 25, 2105 subject to all of the terms, conditions, covenants and provisions of this Lease (which shall be applicable during the holdover period), except that Seller shall pay to Buyer Rent in the amount of $ per month, and additional charges or expenses, which shall be payable to Buyer on demand. In addition, Seller shall be liable to Buyer for all damages occasioned by such holding over. Seller shall vacate and surrender the Property to Buyer upon Seller's receipt of notice from Buyer to vacate. No holding over by Seller, whether with or without the consent of Buyer, shall operate to extend this Lease except as otherwise expressly provided herein. 18. HOLD HARMLESS: Buyer shall not be liable for injury or death to any person or damage to property of Seller or of others located in or about the Property, nor for the loss of or damage to any property of Seller or of others by theft, casualty, loss or otherwise, and Seller hereby waives all such claims against Buyer and will hold Buyer exempt and harmless for or on account of such damage, injury or death. Seller shall also indemnify Buyer and its agents against any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and costs of actions of any kind and nature, including reasonable attorneys' fees, for injury or death to persons or damage to property or property rights in connection with this Rent Back Agreement or Seller's the use and occupation of the Property. The provisions of this Section shall survive the expiration or early termination of the Purchase Agreement and/or this Rent Back Agreement. 19. DESTRUCTION OF RESIDENCE: In the event that the Residence on the Property is destroyed or otherwise becomes uninhabitable for any reason, this agreement becomes null and void immediately and Buyer has no further responsibility to the Seller. In the event of habitable repair(s) to the Property during the tenancy, Seller may elect to be responsible for such habitable repair(s) at Sellers' cost to continue the tenancy or Seller may elect to terminate the tenancy and vacate the premises immediately. In the event that the Seller elects not to be responsible for such habitable repair(s) to continue the tenancy or that damages to the Property results in it not being habitable, Seller agrees that the tenancy shall terminate immediately and that Seller shall vacate the Property immediately. In any event, Buyer shall not incur any obligation to complete any repairs of any kind to the Property during the tenancy. 20. "AS IS": The Buyer makes no warranties or statements with regard to the condition of the Property nor to its suitability for occupancy by the Seller. The Seller rents the Property "as is", with all faults. In the event the Property is not suitable during the tenancy for occupancy by Seller, Seller agrees that the tenancy shall terminate in accordance with preceding section. If Seller vacates the Property in accordance with the preceding section, they acknowledge it is without any rights and/or any claim,, including but not limited to, repair, damages, or costs for the early vacation of the Property. 21. QUIET ENJOYMENT: Buyer promises that upon Seller's performance of Seller's obligation herein, Seller will peacefully and quietly have, hold and enjoy the Property according to this Agreement. 22. TERMINATION: If Seller fails to leave the Property and give possession to Buyer on the Date of Possession specified above, Buyer will provide Seller with seven days advance written notice to leave the Property. Notice is considered given on the date mailed to the Seller at the above address. Seller will leave the Property in the same condition as it was at the time of closing. If Seller fails to leave the Property, Buyer is authorized to take any action permitted by law to take possession of the Property. Buyer will be entitled to recover damages from Seller for Buyer's loss of use in the amount of $100.00 per day beginning with the Date of Possession specified above, in addition to all charges and reimbursements 7 183529v2 Date August 25, 2105 stated in this Agreement, and all reasonable costs which result from obtaining possession of the Property and enforcing the terms of the Agreement, including reasonable attorney's fees. 23. MISCELLANEOUS GENERAL PROVISIONS (a) Applicable Law. This Lease and all matters pertinent thereto shall be construed and enforced in accordance with the laws of the State of Minnesota. (b) Severability. If any provision of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall not be effected or impaired, and such remaining provisions shall remain in full force and effect. (c) No Partnership. Buyer shall not, by virtue of the execution of this Lease or the leasing of the Property to Seller, become or be deemed a partner of Seller in the conduct of Seller's business on the Property or otherwise. (d) Waiver of Jury. To the extent permitted by Law, seller and Buyer hereby waive any right either may have to a jury trial in the event of litigation between Seller and Buyer pertaining to this Lease. (e) Time of Essence. Time is of the essence of this Lease and each of its provisions. Accepted and Agreed to: U [ 1 Mary P. tschka, Trustee (Date) Matt Little, Mayor of City of Lakeville (Date) vc MA A. Newhall, Trustee (Date) Charlene Friedges, Clerk of City of Lakeville (Date) 8 183529v2