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HomeMy WebLinkAbout21-095CITY OF LAKEVILLE RESOLUTION NO. 21-95 RESOLUTION APPROVING THE ACQUISITION OF REAL PROPERTY WHEREAS, the City is proposing to acquire certain property ("Property') legally described in and under the terms of the proposed purchase agreement attached as Exhibit "A" ("Purchase Agreement") between the City of Lakeville ("Buyer") and Mary K. Brantner ("Seller"); and WHEREAS, the planning agency has reviewed the acquisition and finds that it is consistent with the City's comprehensive municipal plan. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lakeville that the Mayor, City Administrator, 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. ADOPTED by the Lakeville City Council this 2nd day of August 2021 CITY OF LAKEVILLE lir Douglas P. Anderson, Mayor ATTEST: Charlene Friedges, City Clerk PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is effective as of the day of , 2021, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation, 20195 Holyoke Avenue, Lakeville, Minnesota, ("Purchaser"), and MARY K. BRANTNER, an unmarried woman, residing at 10240 210nd Street West, Lakeville, Minnesota 55044 ("Seller"). RECITALS: A. Seller is the owner in fee simple of the property located at 10240 210nd Street West in the City of Lakeville, County of Dakota, State of Minnesota and legally described in Exhibit A attached hereto and made a part hereof, including 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, and rights-of-way over or abutting said land, for which Seller has an interest (the "Property"); B. The parties agree that Property is not being acquired by Purchaser under threat of condemnation. AGREEMENT: In consideration of the mutual covenants and agreements herein contained and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. OFFER/ACCEPTANCE. Subject to compliance with the terms, covenants and conditions of this Purchase Agreement, Seller shall convey the Property to the Purchaser. 2. PRICE AND TERMS. The price for the Property included under this Purchase Agreement is Three Hundred Eighty-five Thousand and No/100 Dollars ($385,000.00) ("Purchase Price"), which Purchaser shall pay to Seller in cash or by wire transfer of U.S. Federal Funds at Closing. 3. DEED/MARKETABLE TITLE. Upon performance by Purchaser, Seller shall execute and deliver a Warranty Deed, conveying good and marketable title of record, subject to: A. Reservations of minerals or mineral rights by the State of Minnesota, if any; B. Building and zoning laws, ordinances, state and federal regulations; and C. Any other matters consented to by Purchaser in writing or not timely objected to by Purchaser. 4. RELOCATION BENEFITS. Seller hereby acknowledges that the payment of the Purchase Price does not include a payment for Relocation Benefits. Seller is aware of Seller's rights and payments that Seller is eligible to receive pursuant to the Uniform Relocation Assistance Act (the "Act") and has had an opportunity for legal representation to review Seller's 1 216753v5 rights under the Act. Seller acknowledges that, prior to the execution of this Agreement by Seller, the City's relocation consultant reviewed with Seller the relocation benefits that Seller is eligible for under Minn. Stat. Section 117.52 and the Act. The parties agree that Seller is eligible for the following relocation benefits ("Relocation Benefits"): (i) Residential relocation replacement housing: $35,000 (ii) Incidental closing costs for closing on replacement housing: To Be Determined (iii) Personal property moving expenses: To Be Determined The Relocation Benefits will be paid to Seller outside of the Closing of this Purchase Agreement. Prior to payment of the Relocation Benefits, Seller must submit to the City documentation of incurring such costs by providing a signed purchase agreement for land being purchased for replacement dwelling to be constructed or a signed construction contract for replacement house construction. Payment will be in made in compliance with Act. Seller does not waive relocation benefits under Minn. Stat. § 117.52 or the Act. 5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. A. Prior Years' Delinquent Real Estate Taxes and Delinquent Special Assessments. Delinquent real estate taxes payable in years prior to the year of Closing and delinquent installments of special assessments certified for collection with real estate taxes payable in years prior to the year of Closing, together with penalty, interest and costs, shall be paid by Seller not later than the Date of Closing. B. Real Estate Taxes Payable in the Year of Closing. Real estate taxes due and payable in and for the year of closing shall be prorated between Sellers and Buyer on a calendar year basis to the actual Date of Closing. C. Deferred Real Estate Taxes. Seller shall pay on Date of Closing or provide for payment of any deferred real estate taxes (including "Green Acres" taxes under Minn. Stat. § 273.111) payment of which is required as a result of the Closing of this sale and the recording of the Deed. Provision for payment shall be by payment into escrow of 1.5 times the estimated payoff amount of the deferred taxes. D. Certified Special Assessments. All installments of special assessments certified for payment with the real estate taxes payable in the year of Closing shall be paid by Seller at Closing. E. All Other Levied Special Assessments. Seller shall pay on the Date of Closing all other special assessments levied as of the date of this Purchase Agreement. 6. SELLER'S BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIEN WARRANTIES. Seller warrant that, to their actual knowledge, buildings on adjoining real property, if any, are entirely outside of the boundary lines of the Property. Seller warrant that, to their actual knowledge, there has been no labor or material furnished to the Property for which payment has not been made. Seller warrant that, to its actual knowledge, there are no present 2 216753v5 violations of any restrictions relating to the use or improvement of the Property. These warranties shall survive for a period of ninety (90) days from the delivery of the Deed. 7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Purchaser and Purchaser's authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Purchaser's expense, surveys, measurements, soil tests and other tests that Purchaser may deem necessary. Purchaser agrees to restore any resulting damage to the Property and to indemnify, hold harmless and defend Seller from any and all claims by third persons of any nature whatsoever arising from Purchaser's right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Purchaser shall not perform any invasive testing of the Property without Seller's prior written consent. Seller's consent may be conditioned upon any restrictions that Seller deems necessary. Purchaser's obligations under this Section shall survive any termination of this Agreement for a period of one year. 8. POSSESSION. Seller shall deliver possession of the Property not later than the actual date of closing, subject to that certain lease agreement a copy of which is attached as Exhibit B to this Agreement and made a part thereof ("Lease"). 9. TITLE INSURANCE. Within thirty (30) days of the date of this Agreement, Purchaser shall be responsible for obtaining title evidence and reviewing title to the Property. Purchaser shall be allowed thirty (30) days after the receipt of the title commitment for examination of title and making any objections, which shall be made in writing or deemed waived. 10. TITLE CORRECTIONS AND REMEDIES. Seller shall have 120 days from receipt of Purchaser's written title objections to make title marketable. Upon receipt of Purchaser's title objections, Seller shall, within ten (10) business days, notify Purchaser of Seller's intention to attempt to cure Purchaser's title objections within the 120 day period. Liens or encumbrances for liquidated amounts which can be released by payment or escrow from proceeds of closing shall not delay the closing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending correction of title, all payments required herein and the closing shall be postponed. Upon correction of title and within ten (10) days after written notice to Purchaser, the parties shall perform this 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, the Purchaser (at Purchaser's option) shall have the right to: (a) terminate this Agreement in which case the parties will have no further rights, duties or obligations hereunder, except those obligations that expressly survive termination, or (b) accept title to the Property subject to the objections Seller has elected not to cure, without reduction in the amount of the Purchase Price, in which case such objections to title will be deemed to have become Permitted Exceptions. 11. LIEN FOR MEDICAL ASSISTANCE. Seller indicates that the Property IS NOT subject to a lien for Medical Assistance or other public assistance. 12. WELL DISCLOSURE. [Check one of the following.] Seller certify that Seller does not know of any wells on the Property. X Wells on the Property are disclosed by Seller on the attached Well Disclosure form. 3 216753v5 13. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM. [Check one of the following:] Seller certify that Seller does not know of any individual on-site sewage treatment systems on the Property. X _ Individual on-site sewage treatment systems on the Property are disclosed by Seller on the attached Disclosure form. 14. PROTECTED HISTORICAL SITES. [Select either one of the following:] Seller represents that Seller does not know if there are historical, Native American, or archeological materials on or in the Property that might be protected by law. X To Seller's knowledge, the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. Purchaser's obligation to close is contingent upon Purchaser determining to Purchaser's satisfaction that the property does not have any American Indian burial grounds, other human burial grounds, ceremonial earthworks, historical materials, and/or other archeological sites that are protected by federal or state law. 15. LEAD PAINT DISCLOSURE. [Check one of the following] Seller represents that the dwelling was constructed on the real property in 1978 or later. X Seller represents that the dwelling was constructed on the real property before 1978. (If such housing is located on the real property, attached and made a part of this Purchase Agreement is "LEAD PAINT ADDENDUM FOR HOUSING CONSTRUCTED BEFORE 1978".) 16. METHAMPHETAMINE DISCLOSURE STATEMENT. [Check one of the following] X To the best of Seller's knowledge, methamphetamine production has not occurred on the Property. To the best of Seller's knowledge, methamphetamine production has occurred on the Property and Seller makes the following disclosure: A county or local health department or sheriff [strike one] has / has not ordered that the Property or some portion of the Property is prohibited from being occupied or used until it has been assessed and remediated as provided in the Department of Health's Clandestine Drug Labs General Clean-up Guidelines. If such order or orders have been issued complete the following statement: The above orders issued against the Property [strike one] have / have not been vacated. If such order has not been issued, state the status of removal and remediation on the Property: [Use additional sheets, if necessary.] None. 4 2167530 17. SELLER'S REPRESENTATIONS. Seller, as part of the consideration therefore, represents to Purchaser and its successors and assigns that to the best of Seller's actual knowledge and without any investigation or inquiry, as follows: A. Seller has or as of the Date of Closing will have marketable and insurable title to the Property of record, free and clear of all liens, encumbrances, leases, claims and charges, all material easements, rights-of-way, covenants, conditions and restrictions and any other matters affecting the title, except for the Permitted Exceptions. Seller has the present full authority and power to execute this Agreement and, on or prior to the Date of Closing, Seller shall have the full authority and power to close the sale of the Property. B. To Seller's actual knowledge, the conveyance of the Property pursuant hereto will not violate any applicable statute, ordinance, governmental restriction or regulation, or any private restriction or agreement. C. As of the Date of Closing there will be no outstanding or unpaid claims, actions or causes of action related to any transaction or obligation entered into or incurred by Seller with respect to the Property prior to the date hereof. D. Except as provided herein, Seller shall indemnify and defend Purchaser and otherwise hold Purchaser harmless of, from and against any broker who may be entitled to any commission or finder's fee in connection with the transaction contemplated herein to the extent arising from Seller's actions. E. Seller is not foreign persons as defined in §1445(f)(3) of the Internal Revenue Code or regulations issued thereunder. F. To Seller's actual knowledge, there is no action, litigation, investigation, or other proceedings of any kind, other than condemnation, pending or threatened against Seller with respect to the Property. G. To Seller's actual knowledge: (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. For a period of one year, Seller's shall indemnify and hold Purchaser harmless from any and all claims, causes of action, damages, losses, or costs (including reasonable lawyer's fees) relating to breach of the foregoing representations and warranties by Seller or to hazardous substances or petroleum products in the subsoil or ground water of the Property which arise from or are caused by acts or occurrences upon the Property prior to Purchaser taking possession. The representations contained in this Section shall be deemed to benefit Purchaser and its successors and assigns and shall survive any termination or expiration of this Purchase Agreement or the delivery of the Warranty Deed for a period of one year after the Date of 5 216753v5 Closing. All of Seller's covenants, representations and warranties in this Agreement shall be materially true as of the date hereof and of the Closing Date, and shall be a condition precedent to the performance of Purchaser's obligations hereunder. If Purchaser discovers that any such covenant, representation, or warranty is not true, Purchaser may elect prior to Closing, in addition to any of its other rights and remedies, to cancel this Agreement, or Purchaser may postpone the Closing Date up to ninety (90) days to allow time for correction. If Purchaser elects to proceed with the Closing following such discovery, Purchaser shall be deemed to have waived its rights to assert a claim against Seller arising from the inaccuracy or untruthfulness of any such covenant, representation, or warranty. 18. CLOSING. The closing (the "Closing") of the purchase and sale contemplated by this Agreement shall occur at a location designated by Purchaser, and shall occur on or before August 6, 2021 ("Closing Date"). At Closing, Seller and Purchaser shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 19. CLOSING DOCUMENTS. A. At the Closing, Seller shall execute and/or deliver to Purchaser the following: (1) Warranty Deed. A Warranty Deed in recordable form and reasonably satisfactory to Purchaser. (2) 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 Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanic's liens could be filed; and that there are no other unrecorded interests in the Property. (3) Non -Foreign Person Certification. A certification in form and content satisfactory to the parties hereto and their counsel, properly executed by Seller, containing such information as shall be required by the Internal Revenue Code, and the regulations issued there under, in order to establish that Seller is not a "foreign person" as defined in §1445(f)(3) of such Code and such regulations. (4) Storage Tanks. If required, an affidavit with respect to storage tanks pursuant to Minn. Stat. § 116.48. (5) Well Certificate. If there is a well located on the Property, a well disclosure certificate in form and substance true to form for recording. (6) Certification. A certification that the representations and/or warranties made by Seller is materially the same as were in existence on the date of this Agreement or noting any changes thereto; and (7) Lease. A fully executed copy of the Lease. 6 216753v5 (8) Other Documents. All other documents reasonably determined by either party or the title insurance company to be necessary to transfer and provide title insurance for the Property. B. At the Closing, Purchaser shall execute and/or deliver to Seller the following: (1) Purchase Price. Payment of the purchase price. (2) Lease. A fully executed copy of the Lease. (3) Other Documents. All other documents reasonably determined by either party or the title insurance company to be necessary to transfer and provide title insurance for the Property. 20. CLOSING COSTS. The costs relating to the closing of this transaction shall be paid as follows: A. Purchaser shall pay: (1) Recording fee for the Warranty Deed; (2) Conservation fee attributable to the Warranty Deed; (3) All costs for issuance of an owner's title insurance policy; (4) All costs for the title commitment; (5) The state deed tax; and (6) The closing fees charged by the Title Company. B. Seller shall pay: (1) Costs for title corrections as required under Paragraph 10. 21. ADDITIONAL TERMS. A. Purchaser's Continizencies. Purchaser's obligations under this Agreement are contingent upon Purchaser's satisfaction with each of the following ("Purchaser's Contingencies"): (1) The representations and warranties of Seller set forth in this Agreement must be true as of the date of this Agreement and on the Closing Date, and Seller shall have delivered to Purchaser at Closing a certificate dated the Closing Date, signed by Seller, certifying that such representations and warranties are true as of the Closing Date. (2) Purchaser determining on or before the Closing Date, that it is satisfied, in its sole discretion, with the results of matters disclosed by a Phase I Environmental Audit or by any additional environmental/engineering investigation or testing of the Property performed by Purchaser or Purchaser's agent. By executing this Agreement, Seller hereby authorize Purchaser to enter 7 216753v5 upon the Property at reasonable times to conduct the investigations and/or tests described herein subject to the provisions of Section 7 of this Agreement. Purchaser shall be solely responsible for all environmental tests and shall hold Seller harmless from any such costs and shall indemnify Seller for breach of this provision including reasonable attorneys' fees. (3) Purchaser determining that it is satisfied with the title to the Property. If the Purchaser's Contingencies have not been satisfied on or before the Closing Date, then Purchaser may, at Purchaser's option, (a) terminate this Agreement in which case the parties will have no further rights, duties or obligations hereunder, except those obligations that expressly survive termination, or (b) waive any such unsatisfied contingency, without reduction in the amount of the Purchase Price, and proceed to Closing. The contingencies set forth in this section are for the sole and exclusive benefit of Purchaser, and Purchaser shall have the right to waive the contingencies by giving notice to Seller. B. Seller's Contingencies. Seller's obligations under this Agreement are contingent upon Seller's satisfaction with each of the following ("Seller's Contingencies"): (1) The Purchaser executing the Lease at Closing. If the Seller's Contingencies have not been satisfied on or before the Closing Date, then Seller may, at Seller's option, extend the Closing Date in order to satisfy the Seller's Contingencies or terminate this Agreement by giving notice to Purchaser on or before the Closing Date. The contingencies set forth in this section are for the sole and exclusive benefit of Seller, and Seller shall have the right to waive the contingencies by giving notice to Purchaser. 22. NOTICES. All notices required herein shall be in writing and delivered personally or mailed to the address for each party as shown above and if mailed, are effective as of the date of mailing. 23. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 24. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this Purchase Agreement. 25. SIGNATURES BY COUNTERPART; FASCIMILE OR ELECTRONIC SIGNATURE. This Agreement may be executed in counterparts. Signatures may be transmitted via facsimile or in "PDF" format via e-mail. IN WITNESS WHEREOF, Purchaser and Seller has caused this Agreement to be duly executed as of the date first written above. 2167530 PURCHASER: CITY OF LAKEVILLE By: t D glas P. Anderson, Mayor By: LA Charlene Fried- s, City C SELLER: 10 216753v5 EXHIBIT A TO PURCHASE AGREEMENT Legal Description of Property: The West 150 feet of the North 290.40 feet of the Northeast Quarter of the Northwest Quarter (NE %4 NW 1/4), Section 31, Township 114, Range 20, Dakota County, Minnesota. [10240 210°d Street West, Lakeville, MN / PIN22-0300-26-010] 11 2167530 EXHIBIT B TO PURCHASE AGREEMENT LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease") made and entered into this day of , 2021, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation, 20195 Holyoke Avenue, Lakeville, Minnesota, ("City"), and MARY K. BRANTNER, a single woman, residing at 10240 210"d Street West, Lakeville, Minnesota 55044 ("Lessee"). WHEREAS, the City and Lessee entered into a Purchase Agreement dated , 2021 ("Purchase Agreement") for the sale of the Property located at 10240 210nd Street West, Lakeville, Minnesota 55044 and legally described on the attached Exhibit A, by Lessee to the City ("Premises"); and WHEREAS, the Premises consists of a single family residence and detached garage; and WHEREAS, under the terms of the Purchase Agreement, the City agreed to lease to Lessee the Premises from the date of closing on the Purchase Agreement pursuant to the terms of this Lease; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, it is hereby mutually agreed by the parties as follows: 1. LEASED PREMISES. The property to be leased under this Lease is Premises. 2. OCCUPANCY AND USE OF PROPERTY. Lessee shall have the right to continue to use the Property as Lessee' primary residence during the term of this Lease. The Premises and utilities shall be used solely for residential purposes. 3. TERM. This Agreement shall commence on , 2021, and shall terminate on the earlier of (i) March 31, 2022; or (ii) Lessee vacating the home on the Premises and moving to another location. 4. PAYMENT OF RENT. Lessee shall not pay rent during the term of this Lease through February 28, 2022. Lessee shall pay the City as "rent" for the Premises, the sum of Twenty -Five Hundred and no/100 Dollars ($2,500.00) per month beginning March 1, 2022 payable beginning on the 1St day of the month. The Rent shall be payable to the City at 20195 Holyoke Avenue, Lakeville, MN 55044. Rent shall not be prorated for any partial month. 5. MAINTENANCE OF PREMISES. Lessee shall be responsible for all maintenance, and repairs, of any kind, to the Premises and all fixtures and appliances, including structures and personal property located on the Premises. 6. ACCEPTANCE OF PROPERTY. Lessee has resided on the Premises prior to the sale of the Premises to the City. Lessee acknowledges that Lessee is familiar with the Premises and accept the Premises and buildings located thereon "as is" during the term of this Agreement. Lessee further acknowledges that no representations as to the repair of the Premises or buildings 12 216753v5 or promises to alter, remodel or improve the Premises or the buildings have been made by the City except as expressly provided under this Agreement. 7. UTILITIES. Lessee shall be responsible for arranging for and paying for all utility services required for the use of the Premises including, but not limited to all gas, water, sewer and electric as hereinafter set forth. 8. LESSEE'S PROMISES: A. Lessee shall use the Premises only as a private residence. B. Lessee shall abide by and conform to all statutes, ordinances, rules, and regulations of duly constituted public authorities relating to the use and occupancy of the Premises. C. Lessee shall not use the Premises in any way that would cause a cancellation, restriction or increase in premium of the City's insurance on the Premises. D. Lessee shall not use or store in or near the Premises any flammable or explosive substances in an unsafe manner. E. Lessee shall at all times keep and maintain the Premises in a neat, clean, and sanitary condition, free from waste or debris, and shall remove, at Lessee's expense, all ashes, garbage, and refuse of any kind and shall neither permit nor commit any waste or nuisance thereon. Lessee shall recycle or dispose of trash in the outside containers provided for those purposes. F. Lessee shall maintain the yard to the Premises in good condition including mowing and snowplowing. G. Lessee covenant and agree that Lessee, Lessee's agents, contractors, licensees, and invitees shall not handle, use, manufacture, store or dispose of any flammables, explosives, radioactive materials, hazardous wastes or materials (as may be defined by Federal or State Law), toxic wastes or materials, petroleum products, or other similar substances or derivatives thereof (collectively "Hazardous Materials"), on, under, or about the Premises, without the City's prior written consent (which consent may be withheld or denied for any or no reason). 9. PERSONAL PROPERTY. All personal property belonging to Lessee on the Premises shall be at the risk of Lessee and the Lessee shall carry "personal property" insurance on the Lessee's personal property and "renter's" insurance and the City shall not be liable for any damage thereto and Lessee waives all claims against the City for damages to persons or property sustained by Lessee or Lessee's occupants or invitees, except those claims caused by the gross negligence or intentional malicious act or omission of the City or its agents. The Lessee shall maintain general liability insurance as part of the "renter's" insurance in the amount of Three Hundred Thousand Dollars ($300,000.00) and name the City as an additional insured. 13 216753v5 10. THE CITY'S RIGHT TO ENTER. The City may enter the Premises for a reasonable business purpose, including the rights to make surveys, measurements, soil tests and other tests that the City may deem necessary. The City agrees to restore any resulting damage to the Property. Prior to entering the residence located on the Premises, the City must first make a good faith effort to give reasonable notice to the Lessee of the intent to enter. The City may enter the residence in an emergency. The City must disclose the date, time and purpose of the emergency entry in writing. The writing must be left in a conspicuous place in the residence. 11. NOTICE OF DANGEROUS CONDITIONS. Lessee shall promptly notify the City of any conditions that might cause damage to the Premises. The notice may be oral or in writing. 12. ASSIGNMENT AND SUBLETTING. Lessee may not assign or sublet the Premises. 13. TERM; TERMINATION; NOTICE TO TERMINATE LEASE. A. Lessee may terminate this Lease by giving five (5) days written notice to the City. B. Upon termination, Lessee shall remove all personal property from the Premises and return all keys to all buildings located on the Premises to the City. Upon termination, Lessee may remove any fixtures or appliances from the Premises. Lessee shall notify the City thirty (30) days prior to the intended moving date and shall complete the move prior to termination of the Lease. Any possessions or property remaining on the Premises upon termination of the Lease may be considered by the City to have been abandoned. The City may dispose of the possessions and personal property in the manner that the City deems appropriate. The City shall not be liable to Lessee, Lessee's representatives, heirs or assigns for disposing of the possessions or property. 14. PREMISES DESTROYED, UNINHABITABLE OR UNFIT FOR OCCUPANCY. If the Premises is destroyed or becomes totally uninhabitable or completely unfit for occupancy for whatever reason, either the City or Lessee may terminate this Lease. To terminate the Lease, the City or Lessee shall give prompt written notice to the other. Utilities shall be prorated as of the date the Premises became unfit for occupancy. The City shall be entitled to receive the proceeds of any ("all risk") insurance (if any) that the City has on the building located on the Premises. 15. BREACH OF LEASE [RE-ENTRY CLAUSE]. If Lessee materially breach this Lease, the City may: A. Demand in writing that Lessee immediately give up possession of the Premises. If Lessee does not give up possession, the City may bring an eviction (unlawful detainer) action. B. Demand in writing that Lessee give up possession of the Premises to the City at a certain date in the future. If Lessee do not give up possession on that date, the City may bring an eviction (unlawful detainer) action. C. Bring an eviction (unlawful detainer) action immediately. 14 216753v5 16. SUBROGATION. If requested, the City and Lessee give up all rights of subrogation against the other for loss or damage covered by insurance. 17. NOTICES. Any notice or document required or permitted to be delivered under the terms of this Lease shall be deemed to be delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, certified or registered mail, addressed to the parties hereto at the addresses set forth above, or at such other address as they have previously designated in written notice delivered in accordance with this Section. 18. NOTICE OF PROHIBITION AGAINST UNLAWFUL ACTIVITIES. A. The City and Lessee shall not unlawfully allow controlled substances in the Premises or in the common area or curtilage of the Premises. The Premises will not be used by Lessee or persons under Lessee' control to manufacture, sell, give away, barter, deliver, exchange, distribute or possess with the intent to sell, give, away, barter, deliver, exchange, or distribute a controlled substance in violation of any local, state, or federal law. B. The City and Lessee shall not allow prostitution or prostitution -related activity as defined in Minn. Stat. § 617.80, subdivision 4, to occur on the Premises or in the common area and curtilage of the Premises. C. The City and Lessee shall not allow the unlawful use or possession of a firearm in violation of Minn. Stat. § 609.66, subdivision la, § 609.67, or §624.713 on the property, its lands, or common area. The following notice is required by Minn. Stat. § 50413.305. A seizure under §609.5317, subd. 1, for which there is not a defense under § 609.5317, subd. 3, constitutes unlawful detention by Lessee. 19. AMENDMENTS. The City and Lessee may only amend the terms of this Lease in writing signed by both parties. 20. INDEMNIFICATION. Lessee shall indemnify and save harmless the City against all liabilities, damages, claims, fines, penalties, costs and other expenses, including all attorneys' fees, which may be imposed upon, incurred by or asserted against the City by reason of the following, except for any of the following that result from the grossly negligent or intentionally malicious act or omission of the City or its agents: (a) any use or condition of the Premises or any part thereof; (b) any personal injury or property damage occurring on the Premises; (c) any negligence on the part of Lessee, Lessee' agents, contractors, licensees or invitees; (d) any failure by Lessee, any agent or invitee of Lessee to comply with any requirement of any governmental authority; (e) any prosecution or defense of any suit or other proceeding in discharging the Premises or any part thereof from any liens, judgments or encumbrances created upon or against the same by Lessee, any agent or invitee of Lessee or against Lessee' interest in the Premises; (f) any proceedings in obtaining possession of the Premises after the termination of this Lease by forfeiture or otherwise; (g) any litigation commenced by or against Lessee to which the City is made a party without any fault on the part of the City; (h) any response costs, other 15 2167530 damages and expenses (including attorneys' fees) which may be imposed upon, incurred by or asserted against the City by reason of the use, release, threatened release or disposal of Hazardous Wastes at the Premises by Lessee, any agent or invitee of Lessee; and (i) any failure on the part of Lessee to perform or comply with any covenant or agreement required to be performed or complied with by Lessee hereunder. 21. ALTERATIONS AND IMPROVEMENTS. Lessee shall make no alterations to the buildings or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of the City. 22. RECORDING OF AGREEMENT. Lessee shall not record this Agreement on the Public Records of any public office. In the event that Lessee shall record this Agreement, this Agreement shall, at the City's option, terminate immediately and the City shall be entitled to all rights and remedies that it has at law or in equity. 23. GOVERNING LAW. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Minnesota. 24. SEVERABILITY. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. 25. BINDING EFFECT. The covenants, obligations and conditions herein contained shall be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the parties hereto. 26. NON -WAIVER. No indulgence, waiver, election or non -election by the City under this Agreement shall affect Lessee' duties and liabilities hereunder. CITY OF LAKEVILLE LIN Charlene Friedges, LESSEE: Mary K. Brantner 16 216753v5 EXHIBIT A TO LEASE AGREEMENT Legal Description of Premises The West 150 feet of the North 290.40 feet of the Northeast Quarter of the Northwest Quarter (NE 1/4 NW 1/4), Section 31, Township 114, Range 20, Dakota County, Minnesota. [10240 210" d Street West, Lakeville, MN / PIN 22-0300-26-010] 17 2167530