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2014-10-08 CC Handouts at Meeting
DRAFT----- ��11I11dU l P-R-44- - -- - DRAFT 10/2/2014 _ - Planning&Zoning Commission Report and Recommendation. The Planning&Zoning Commission met on October 7,2014,to consider a request of Austin McKenzie&Kevin Kujala on behalf of AK Auto Sales,LLC,for a Conditional Use Permit(CUP)to operate a vehicle sales and repair business at 7055 21 st Avenue,City of Centerville. Findings: 1) The Planning and Zoning Commission heard and considered all testimony of interested persons submitted in writing prior to and in person during the public hearing. 2) The proposed use may be operated in the 13-1 zoning district subject to a Conditional Use Permit with reasonable conditions. 3) The proposed use is consistent with the Comprehensive Plan. 4) The applicant is willing to conform to conditions in the draft Conditional Use Permit attached hereto. RECOMMENDATION. The Planning Commission finds that the standards for granting a Conditional Use Permit have been met and recommends that the City Council approve the Conditional Use Permit,subject to the conditions contained in the draft CUP attached hereto. October 7,2014 Planning and Zoning Commission Dallas Larson,Administrator DRAFT– -- — - ---- ---- --- _DRAFT 10/2/2014 ......................................................................... CITY OF CENTERVILLE ANOKA COUNTY,MINNESOTA APPROVAL OF CONDITIONAL USE PERMIT 1. Permit. Subject to the terms and conditions set forth herein,the City of Centerville hereby grants approval of a conditional use permit for: Austin McKenzie&Kevin Kujala and AK Auto Sales,LLC,—7055 21 st Avenue to operate an auto sales and repair business and subject the conditions of this permit. 2. Property. The permit is for the following described property: 7055 21st Avenue 3. Conditions. This permit is issued subject to the following conditions: a) No more than seven vehicles awaiting repairs shall be stored on the site at any one time and shall be parked only on a paved surface within the fenced area of the property.Inoperable vehicles shall not be stored outside a building for more than three business days. b) Vehicles with damaged or missing body parts shall be stored only inside a building. c) No more than fifteen vehicles offered for sale shall be parked on the front of the property at any time.Vehicles shall be parked only on paved surfaces. d) A minimum of two spaces in front of the building shall be reserved for customer parking and not used for employees or vehicles for sale and shall be sign-posted accordingly. e) No parking of vehicles shall be permitted on the street at any time. f) Bulk gasoline or other fuels shall not be stored on site and there shall be no exterior storage of containers of lubricants or other chemicals. DRAFT - --_----- \lion ii ----- - I�#z�1 I - ---- DRAFT 10/2/2014 g) Vehicles with leaking oils or other fluids shall be promptly repaired and any spilled oils and fluids shall be immediately cleaned up and properly disposed of. Any spills of more than one gallon shall be reported within twenty-four hours to the City. h) The piles of dirt and other materials in the area between the front of the building and the street curb line shall be removed within 14 days and the area shall be either paved or seeded in with grass. i) Limits on the noise emitted at the property line shall conform to the noise regulations contained in City Code Section 91.09 and other nuisance regulations contained in Chapter 91. j) Testing of gasoline engines and other noise producing equipment shall be limited to the hours of 7:30 a.m.to 7:00 p.m.,Monday through Saturday. k) Landowner and the business operator shall jointly and individually be responsible for the continuing conformance with the permit and that if the proposed use is not initiated within six months of this date,the permit shall be void. i) Grantee will follow the applicable standards and requirements of the City of Centerville, Rice Creek Watershed District, Anoka County, Army Corp of Engineers,FEMA,Minnesota DNR and any other agency having jurisdiction over the property and shall secure and file with the City, any permits required by outside agencies. j) —The City reserves the right to periodically arulaefF-review this permit for compliance with the conditions and may impose additional conditions to mitigate unforeseen problems. k) The permit shall be subject to reneNal eNery flee (5) years to detennine compliance with the conditions stated herein,necessit" of niodikingor imposinl- additional conditions, or need for continuance of the permit Failure to seek renewal shall void this permit and its conditional use. Formatted:Indent:Left: 0",First line: 0" 4. Criminal Penalty. In addition to other remedies available in law or equity, �Violation of the terms of this permit is a criminal misdemeanor. Dated: CITY OF CENTERVILLE BY: Tom Wilharber,Mayor Attest: Teresa Bender,City Clerk STATE OF MINNESOTA ) )ss. COUNTY OF ANOKA ) DRAFT--- — - ---_-___-- .\Itri n_au r_--- — -- -- - - 131b�4-�-- - DRAFT 10/2/2014 The foregoing was acknowledged before me this_day of 2014. by Tom Wilharber,Mayor and Teresa Bender,Clerk of the City of Centerville, a Minnesota municipal corporation,on behalf of the corporation and pursuant to authority granted by its City Council. i i a J _ Wrr f i' _ x Alex ' s Lawn & Turf, LLC ABOUT US Alex's Lawn and Turf, LLC was founded 21 years ago by Alex Shuda. Alex set his standards high and began providing premium lawn care and snow removal with attention to detail on every site. Pride in workmanship and honesty in business is at the core of Alex's company ethics. Our 98% customer retention rate is a true testament to the quality of service and customer care, which is the cornerstone of Alex's business philosophy. Alex's life has been enriched by his community, therefore he has contributed to the community that supported him. At a young age Alex earned his Eagle Scout Merit Badge. His project was a renovation of the trails at Roseville's Central Park. Alex has continued that tradition of giving back to the community by supporting many local non -profit organizations and Cancer Research. Alex's Lawn and Turf has grown through the years providing the finest year round maintenance for associations and commercial sites. Alex's Lawn and Turf employs over 20 professionals, with most being year round. Our effort for perfection is seen every day with newer equipment, uniformed employees, and providing outstanding service. Alex's Lawn & Turf has an extensive fleet of trucks and equipment, to get your job done right and on time. Alex's Lawn & Turf, LLC would love to show you the difference we can make for your property. We look forward to working with you and exceeding your expectations! Sincerely, AShud/;40g< When Perfect isn 't good enough! • � � � r r r r r r � - r r r ' .fft � A s s � x Ed `4? z The Twin Cities r most beautiful •f s, xh�•��# I.®r d-s, �. yyT z` lawns & landscapes hK� r since 1993 1 t Rl lop s ` -,04snpui aq4 ut pa y-74ouaun s,4oy4 a4oa uoquapa aaw045n.) %96 y :looad ayl •aw13 OaAa 'awq uo-4g6u auop spy gof.inoif os pawdinba puo s .)na7 pua-g6iq fo 3aajf anLsua4xa .ono ifq a6pajAlOUy paaaMod si ssauisnq ifj!wof in0 •dIgsuOWa JOM UL apud pun 'anjnn 'a6pajMou� 144sauoq fo s4.fauaq aq4 noif saAI617V •aouauadxa fo saoaif 0,7 41aoau q7!M ssauisnq pauMo-1fjiwof n sl fnl Aojq ; um07 sxajy asnojaq s4ogl •puauf pa4snq o fo uojquaVo jouosiad aq4 pm s4n6 6!q aq3 fo aoinaas fi4jjonb aq4 :uoL4ou!gwoo 43afiad aq4 si (170 f nj �? uMn7 s xaj y •a.rouil'uo 4ON •f4!jonb ajgouot4sanb puo a6pajMoq a1 4p fo Mal.) „Mojq pun Mow„ 4g6tu-kq ' 47f o ao ifuodwoD anisuadxa 'jouosiadwi uo aio sa.)iogo .inoif uago oo4 7nq 'am.) uMoj .moif aoano54no uoo noA •3c anaIgon 04 4Joffa aq4 u! 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S• a5� 4 •H. ,�Il 1+�w.•lra 7 � ' � Al�r�lltia x I , d4�� vim • � � �,'�' •.;. 4�' • • .• , , •` • • .e v f im Jo e7 e�-�� w�',•sem +• ' = �` „��• Ailsnput aqj u! k3uoaaoM 15a5uol at1j—uo _7nagsuoa adanpunj uo Apauom roafi-anf o quatp ino an1b 01 sn salgoua laquoo kl!lonb of juauaj<<uuioa .ino puy •541n5aa Isaq aq4 ainsua o) spnpo,id )saq aqj fijuo sasn slouoissafoad fo Luoaj anp 3. yri p:Yy i �I y, I `v Design K Master planning, creative AutoCAD and hand drawings Pavers, Decorative Concrete & Stone Walkways, patios and driveways Retaining Walls Block, boulder and natural stone walls Outdoor Spaces 4 Kitchens and fireplaces Water Features Falls, ponds and streams s Plantings & Gardens Plants, shrubs, trees, perennials and theme gardens Carpentry Pergolas, decks, arbors and trellises Q cZ c Q 3 --, .' ry C V V Q J •� i` U O N -C3 o, v ?� p 0 4 ovi Z O -rz4Z cz O vi O tn z c a Q - a c i Q1 O 4 O 3 Y N O 3 N IW Q 3 0 T Q ^i LlC3 4-1 E Q a o Qi c, ;� a c tL• Z3 3 v' a E ' a o v LB 6 Bith In Q/ _ L O OlLo v a c e �, .,� .av o a o a i -� Oi •..ti ij d23 t QOj t e c a a �,, EJ v a a c > °cam' -t3p o m s n rno a Q In o ^ o o Y CS arz u Q a- D c ami c a v d d ,�',� D 3 0 0 3 4-3 e a c a a v c o o zz L a C) CT C o 3 r a a, a a E Q, m Q c o c r ^ N a LA N �/1 Ir/1 a v 7 a E IS ::3 a V 4j 41 C t .0 a w. h 4 QL O Ol 4 a v -t3JZZ .. 41 o a ° "@ -6 .ac ° tj �+ c1 c c, a } Ln o o a o a o a vILI Y v� 2 , & v o 0 J2o •" '� t, ' v R oo o �;, o 0 ca a Zic c � v g •: `n 'O O O O N o' n a yl Ei PLQL 07. a o rn 42 c o i t F 1 + A .. `_ r � -..-tet �. •tia _ - • 1 �1 GAUGHANGaughanCompanies.com C, 0 �\l P A N 1 1: S A Solid Foundation Since 1969 % T [Lerr T.: Nalr FOR SALE DEVELOPMENT SITE LIST PRICE 7087 20th Ave, Centerville, MN 55038 $3257000.00 ($4.97 PSF) PROPERTY FEATURES AVAILABLE AREA • City Owned Site 1.50 Acres (65,340 SF) • Former Public Works location • Existing 6,030 SF Building and Garage Space PROPERTY ID • Sewer Water, Gas & Electric in Place 23.31 .22,14 onnd • Zoned B1 - Commercial CONTACT • Suitable for Many Uses Including Office, Retail and Medical • Excellent Location on County Road 54/20th Avenue For more information., Lou Suski • One Block South of Main Street 612-238-4402 • Superior Freeway Access to Interstate 35 E at CR 14 • Located 20 Minutes North of the Twin Cities John Chirhart 612-238-4403 (07 Copyright 2011 Gaughan Companies,A//Rights Reserved.Gaughan Companies nor their respective officers,chrec- tors, employees and agents make any representation or warranties of any nature as to the accuracy or the completeness of thrrr)!)g fact sheet.If you have interest in the subject property,it 56 1,- B i,j,k-,,Suite 200 1 t County Road B2.Suire-40' r2L" GAUGHAN Forcsi Lak,,NIN 550-15 Mijincapolk,MN'551 13 MInternational Alex's Lawn&Turf, LLC 651-415-5725 p.2 IilOI�R CUSH MAN& ( N RTH MARQ 3500 American Blvd.VV.,site 200 ��,,,► WAKEFIELD® Minneapolis,MN 55431 552.831.1000 cushwakenm.com October 1,2014 Lou Suski Gaughan Companies 1935 W County Rd B2, Suite 402 Roseville, MN 55113 RE: Letter of Intent, 7087 20th Ave S,Centerville, Minnesota Dear Lou: On behalf of our client, Alex's Lawn and Turf, LLC,we are pleased to present the following Letter of Intent to purchase the above referenced property. This letter following describes the general terms and conditions for the proposed acquisition: LETTER OF INTENT PROPERTY ADDRESS: 7087 20t,Ave S, Centerville, Minnesota PROPERTY ID NUMBER: 23.31.22.14.0004 Legal to be determined PROPERTY DESCRIPTION: Approximately 1.5 acres, 6,030 sf building BUYER: Alex's Lawn and Turf, LLC SELLER: - PURCHASE PRICE: $325,000.00 EARNEST MONEY: $6,500 will be deposited to a mutually acceptable title company upon execution of the Purchase Agreement. INSPECTION PERIOD: Buyer will have a 90-day due diligence period (the"Due Diligence Period") beginnirg when the Purchase Agreement is signed, to review: title commitment, survey, environmental reports, conduct additional environmental investigation, all building elements, parking lot,zoning, all city and regulatory approvals, site conditions, space planning building improvements, proposed development plans, and other due diligence related to the building and site. f Alex's Lawn&Turf, LLC 651-415-5725 p.3 Mr. Lou Suski October 1, 2014 Page 2 ENVIRONMENTAL: Within 10 days of executing the Purchase Agreement, Buyer will, at its expense, order a ne%v or update existing Phase Environmental Assessment and such further independent investigation concerning the existence of hazardous or toxic substances on the property or adjacent properties whose environmental status could materially affect the property, and any other matters relating to environmental compliance. Seller will provide any existing Environmental Reports it has in its possession. ESCROW TERMS: The Earnest Money is fully refundable to Buyer through the I nspection Period and in the event of Seller default. if Buyer completes due diligence, elects to go forward and fails to close this transaction, the Earnest Money is non-refundable. SELLER'S TITLE: Within 5 days of executing the Purchase Agreement, Seiler will, deliver a commitment for an owner's policy of title insurance. Buyer will pay for the title policy at closing. SURVEY: Within 5 days of executing the Purchase Agreement, Seller will provide any survey's they have in their possession. Seller will agree to extend closing, if necessary, to resolve title and legal issues. TAXES&ASSESSMENTS: Real estate taxes will be prorated as of the date of closing. Seller will pay in full any back taxes and any assessments related to the property at closing. PURCHASE AGREEMENTS: Buyer will prepare, at its expense, a Purchase Agreement to be reviewed,negotiated in good faith and executed by Buyer and Seller upon execution of this document. Seller agrees not to market the Property for sale after the execution of mutually agreed upon Purchase Agreement through the end of the Buyer's Inspection Period. ADDITIONAL ITEMS: Within 10 days of executing the Purchase Agreement, Seller shall provide Buyer all appropriate contracts, plans and documentation for the property including, but not limited to, plans and specifications, all service and employment contracts, all insurance information and any maintenance records. REGULATORY APPROVALS: Buyer, at its expense and with the cooperation of the Seller,will be responsible for obtaining all regulatory approvals. SUBDIVISION: Prior to closing, seller will be responsible for subdividing the land fcrthe water tower. Subdivision shall be agreed to by buyer as well. ITEMS INCLUDED: All items currently in the building and upon the property shall be included in the purchase, except the following: • Fire Truck • Lion's Club Trailers CLOSING: Closing will take place within 15 days after waiving of all Alex's Lawn&Turf, LLC 651-415-5725 p.4 Mr. Lou Suski October 1, 2014 Page 3 contingencies. CLOSING COSTS: As is the custom in Minnescta, Seller will pay for a 'title insurance commitment and Buyer will pay the insurance premium. Seller will pay transfer taxes, state deed taxes and real estate commissions. Buyer to pay recording costs. Escrow fees to be split 50/50. All other items to be determined/negotiated, but generally based upcn custom and practice. COMMISSION: Seller acknowledges that Jason Sell and Chris Weirens from Cushman &Wakefield/NorthMarq, represents the Buyer and will pay a brokerage commission of 4% of the gross Purchase Price, or half of the listing agreement, whichever is greater. Such commission shall be due and payable at closing. Execution of this Letter of Intent, the terms and conditions outlined in this proposal are by no means to be considered legally binding upon either party. Rather, they are for discussion purposes only. No language contained within this proposal should be construed as a legal commitment. The parties are free to change or withdraw any of the terms within this Letter of Intent. Please sign below your acceptance of this Letter of Intent_ If you have any questions, please call. Sincerely, Jason Sell Chris Weirens Director Associate 952.837.8515 952.893.8219 Accepted this day of 2014 SELLER BUYER By: By: Its: Its: fXl 'dam A(Q k P S Leta✓A ; 'T✓r✓<`� G L G COMMERCIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS° and the Minnesota Commercial Association of REALTORS°,which disclaims any liability arising out of use or misuse of this form. ©2014 Minnesota Association of REALTORS®, Edina, MN 1. Date 10/06/14 2. Page 1 of pages 3. BUYER (S): Alex J. Shuda 4. 5. Buyer's earnest money in the amount of six Thousand Five Hundred 6. Six Thousand, Five Hundred and 00/100ths DOLLARS 7. ($ 6,500.00 ) shall be delivered no later than two (2) Business Days after 8. Final Acceptance Date of this Purchase Agreement to be deposited in the trust account of (check one): 9. ❑listing broker; or 10, © TBD (Name of Title Company) 11. within three (3) Business Days of receipt of the earnest money or Final Acceptance Date of this Purchase 12. Agreement,whichever is later. 13. Said earnest money is part payment for the purchase of property at 14. 7087 20th Avenue South located in the 15. City/Township of Centerville County of Anoka 16. State of Minnesota, PID # (s) That portion of PID 23.31.22.14.0004 remaining after 17, subdivsion of the property. 18. and legally described as follows to be determined following subdivision of parcel providing approxi- 19. mately 1.5 acres (65,340 SF) and one 6,030 SF building to buyer 20. (collectively the"Property") 21. together with the personal property as described in the attached Addendum to Commercial Purchase Agreement: 22. Personal Property, if any, all of which property the undersigned has this day sold to Buyer for the sum of: 23. Three Hundred Twenty-Five Thousand 24, Three Hundred, Twenty Five Thousand and 00/100ths 25. ($ 325,000.00 ) DOLLARS, which Buyer agrees to pay in the following manner: 26. 1. CASH of 2 percent (%) of the sale price, or more in Buyer's sole discretion, which includes the earnest 27. money; PLUS 28. 2. FINANCING of 98 percent (%) of the sale price. Buyer shall, at Buyer's sole expense, apply for any 29. financing as required by this Purchase Agreement. 30. Such financing shall be (check one): © a first mortgage; ❑ a contract for deed; or ❑ a first 31. mortgage with subordinate financing,as described in the attached Addendum to Commercial Purchase Agreement: 32. ❑ Conventional/SBA/Other ❑ Contract for Deed. (Check one.)------------------------------------------------- 33. This Purchase Agreement W] IS ❑ IS NOT subject to a due diligence contingency. (If answer is IS, see attached ------.(Check one.)------- 34. see attached Addendum to Commercial Purchase Agreement:Due Diligence.) 35. CLOSING:The date of closing shall be January 24th 20 14 36. DEED/MARKETABLE TITLE: Subject to performance by Buyer, Seller agrees to execute and deliver a (check one): 37. ❑ Warranty Deed, 0 Limited Warranty Deed , ❑ Contract for Deed , 38. or ❑Other: Deed conveying marketable title, subject to: 39. (a) building and zoning laws, ordinances, and state and federal regulations; 40. (b) restrictions relating to use or improvement of the Property without effective forfeiture provisions; 41. (c) reservation of any mineral rights by the State of Minnesota or other government entity; 42. (d) utility and drainage easements which do not interfere with existing improvements;and 43. (e) others (must be specified in writing): subdivision of the current parcel (PID 23.31.22.14.004) to 44. provide approximately 1 1/2 acres to Buyer MNC:PA-1 (8/14) lnstanr�t COMMERCIAL PURCHASE AGREEMENT 45. Page 2 Date 10/06/14 46. Property located at 7087 20th Avenue South Centerville 47. TENANTS/LEASES: Property❑IS ✓❑IS NOT subject to rights of tenants (if answer is IS, see attached Addendum --------(Check one.)------- 48. to Commercial Purchase Agreement:Due Diligence). 49. Seller shall not execute leases from the date of this Purchase Agreement to the date of closing,the term of which lease 50. extends beyond the date of closing, without the prior written consent of Buyer. Buyer's consent or denial shall be 51. provided to Seller within N/A days of Seller's written request.Said consent 52. shall not be unreasonably withheld. 53. REAL ESTATE TAXES: Real estate taxes due and payable in the year of closing shall be prorated between Seller and 54. Buyer on a calendar year basis to the actual date of closing unless otherwise provided in this Purchase Agreement. 55. Real estate taxes, including penalties, interest, and any associated fees, payable in the years prior to closing shall be 56. paid by Seller. Real estate taxes payable in the years subsequent to closing shall be paid by Buyer. 57. SPECIAL ASSESSMENTS: 58. ❑✓ BUYER AND SELLER SHALL PRORATE AS OF THE DATE OF CLOSING ❑ SELLER SHALL PAY ----------------------------------------------------------------------------------------------------(Check one.)------------------------------------------------------------------------------------------------------- 59. on the date of closing all installments of special assessments certified for payment with the real estate taxes due and 60. payable in the year of closing. 61. ./❑ BUYER SHALL ASSUME ❑ SELLER SHALL PAY ON DATE OF CLOSING all other special assessments --------------------------------------------------------------------------(Check one.)------------------------------------------------------------------- 62. levied as of the date of this Purchase Agreement. 63. ✓❑ BUYER SHALL ASSUME❑SELLER SHALL PROVIDE FOR PAYMENT OF special assessments pending as ---------------------------------------------------------------------(Check one.)------------------------------------------------------------------- 64. of the date of this Purchase Agreement for improvements that have been ordered by any assessing authorities.(Seller's 65. provision for payment shall be by payment into escrow of up to two(2)times the estimated amount of the assessments 66. or less, as allowed by Buyer's lender.) 67. Buyer shall pay any unpaid special assessments payable in the year following closing and thereafter, the payment of 68. which is not otherwise herein provided. 69. As of the date of this Purchase Agreement, Seller represents that Seller❑ HAS ❑✓ HAS NOT received a notice ------------(Check one.)------------ 70. regarding any new improvement project from any assessing authorities, the costs of which project may be assessed 71. against the Property.Any such notice received by Seller after the date of this Purchase Agreement and before closing 72. shall be provided to Buyer immediately. If such notice is issued after the date of this Purchase Agreement and on 73. or before the date of closing, then the parties may agree in writing, on or before the date of closing, to pay, provide 74. for the payment of or assume the special assessments. In the absence of such agreement, either party may declare 75. this Purchase Agreement canceled by written notice to the other party, or licensee representing or assisting the other 76. party, in which case this Purchase Agreement is canceled.If either party declares this Purchase Agreement canceled, 77. Buyer and Seller shall immediately sign a written cancellation confirming said cancellation and directing all earnest 78. money paid hereunder to be refunded to Buyer. 79. POSSESSION:Seller shall deliver possession of the Property no later than immediately after closing, unless otherwise 80. agreed to in writing. 81. PROBATIONS: All items customarily prorated and adjusted in connection with the closing of the sale of the Property 82. herein including but not limited to rents,operating expenses, interest on any debt assumed by Buyer, shall be prorated 83. as of the date of closing. It shall be assumed that Buyer will own the Property for the entire date of the closing. 84. RISK OF LOSS: If there is any loss or damage to the Property between the date hereof and the date of closing, for 85. any reason,the risk of loss shall be on Seller. If the Property is destroyed or substantially damaged before the closing, 86. this Purchase Agreement shall be canceled, at Buyer's option, if Buyer gives written notice to Seller, or licensee 87. representing or assisting Seller, of such cancellation within thirty (30) days of the damage. Upon said cancellation, 88. Buyer and Seller shall immediately sign a written cancellation confirming said cancellation and directing all earnest 89. money paid hereunder to be refunded to Buyer. MNC:PA-2(8/14) Insfarr?_f COMMERCIAL PURCHASE AGREEMENT 90. Page 3 Date 10/06/14 91. Property located at 7087 20th Avenue South Centerville 92. EXAMINATION OF TITLE: Seller shall, at its expense, within thirty (30) days after Final 93. Acceptance of this Purchase Agreement,furnish to Buyer, or licensee representing or assisting Buyer, a commitment 94. for an owner's policy of title insurance from TBD including levied (Name of Title Company) 95. and pending special assessments. Buyer shall be allowed ten (10) days ("Objection Period") after receipt of the 96. commitment for title insurance to provide Seller, or licensee representing or assisting Seller, with written objections. 97. Buyer shall be deemed to have waived any title objections not made within the Objection Period provided for immediately 98. above and any matters with respect to which title objection is so waived may be excepted from the warranties in the 99. Deed as specified herein to be delivered pursuant to this Agreement. 100. TITLE CORRECTIONS AND REMEDIES:Seller shall have 30 days("Cure Period")from receipt of Buyer's written title 101. objections to cure any title objections but shall not be obligated to do so. Upon receipt of Buyer's title objections, 102. Seller shall, within ten (10) days, notify Buyer, or licensee representing or assisting Buyer, in writing whether or not 103. Seller will endeavor to cure such objections within the Cure Period. Liens or encumbrances for liquidated amounts 104. created by instruments executed by Seller and which can be released by payment proceeds of closing shall not delay 105. the closing. 106. If Seller's notice states that Seller will not endeavor to cure one or more specified objections within the Cure Period, 107. Buyer may, as its sole remedy, within ten (10) days of the sending of such notice by Seller declare this Purchase 108. Agreement canceled by written notice to Seller,or licensee representing or assisting Seller, in which case this Purchase 109. Agreement is canceled.If Buyer declares this Purchase Agreement canceled, Buyer and Seller shall immediately sign 110. a written cancellation confirming said cancellation and directing all earnest money paid hereunder to be refunded to 111. Buyer. If Buyer does not declare this Purchase Agreement canceled as provided immediately above, Buyer shall be 112. bound to proceed with the closing and to purchase the Property subject to the objections Seller has declined to cure 113. without reduction in the Purchase Price. 114. If Seller's notice states that Seller will endeavor to cure all of the specified objections, or if Seller's notice states that 115. Seller will endeavor to cure some, but not all, of the specified objections and Buyer does not declare this Purchase 116. Agreement canceled as above provided,Seller shall use commercially reasonable efforts to cure the specified objections 117. or those Seller has agreed to endeavor to cure and, pending correction of title, all payment required herein and the 118. closing shall be postponed. 119. If Seller,within the Cure Period above provided, corrects the specified objections Seller's notice indicated Seller would 120. endeavor to cure, then upon presentation to Buyer, or licensee representing or assisting Buyer, of documentation 121. establishing that such objections have been cured,the closing shall take place within ten(10)days or on the scheduled 122. closing date, whichever is later. 123. If Seller, within the Cure Period above provided, does not cure the specified objections which Seller's notice indicated 124. Seller would endeavor to cure, Buyer may, as its sole remedy, declare this Purchase Agreement canceled by written 125. notice to Seller, or licensee representing or assisting Seller, given within five (5)days after the end of the Cure Period, 126. in which case this Purchase Agreement is canceled. Buyer and Seller shall immediately sign a written cancellation 127. confirming said cancellation and directing all earnest money paid hereunder to be refunded to Buyer. Neither party 128. shall be liable for damages hereunder to the other. In the alternative, Buyer may elect to waive such objections by 129. providing written notice to Seller,or licensee representing or assisting Seller,within such five(5)-day period and accept 130. title subject to such uncured objections in which event Buyer shall be bound to proceed with the closing and to purchase 131. the Property subject to the objections Seller has not cured without reduction in the purchase price. If neither notice is 132. given by Buyer within such five (5)-day period, Buyer shall be deemed to have elected to waive the objections and to 133. proceed to closing as provided in the immediately preceding sentence. 134. If title is marketable, or is made marketable as provided herein, and Buyer defaults in any of the agreements herein, 135. Seller,in addition to any other right or remedy available to Seller hereunder,at law or in equity may cancel this Purchase 136. Agreement as provided by either MN Statute 559.21 or MN Statute 559.217, whichever is applicable, and retain all 137. earnest money paid hereunder as liquidated damages. 138. If title is marketable, or is made marketable as provided herein, and Seller defaults in any of the agreements herein, 139. Buyer may, in addition to any other right or remedy available to Buyer hereunder, seek specific performance within six 140. (6) months after such right of action arises. MNC:PA-3(8/14) /nstan�at COMMERCIAL PURCHASE AGREEMENT 141. Page 4 Date 10/06/14 142. Property located at 7087 20th Avenue South Centerville 143. REPRESENTATIONS AND WARRANTIES OF SELLER: The following representations made are to the best 144. of Seller's knowledge. 145. There is no action,litigation,investigation,condemnation or other proceeding of any kind pending or threatened against 146. Seller or any portion of the Property. In the event Seller becomes aware of any such proceeding prior to closing, Seller 147. will promptly notify Buyer of such proceeding. 148. The Property is in compliance with all applicable provisions of all planning, zoning and subdivision rules, regulations 149. and statutes. Seller has obtained all necessary licenses, permits and approvals necessary for the ownership and 150. operation of the Property. 151. Prior to the closing, payment in full will have been made for all labor, materials, machinery, fixtures or tools furnished 152. within the 120 days immediately preceding the closing in connection with construction, alteration or repair of any 153. structure on, or improvement to, the Property. 154. Seller has not received any notice from any governmental authority as to condemnation proceedings, or violation of 155. any law, ordinance, regulation, code, or order affecting the Property. If the Property is subject to restrictive covenants, 156. Seller has not received any notice from any person or authority as to a breach of the covenants. Any such notices 157. received by Seller shall be provided to Buyer immediately. 158. Seller has not executed any options to purchase, rights of first refusal, or any other agreements giving any person or 159. other entity the right to purchase or otherwise acquire any interest in the Property,and Seller is unaware of any options 160. to purchase, rights of first refusal, or other similar rights affecting the Property. 161. Seller is not a"foreign person,""foreign partnership,""foreign trust,"or"foreign estate,"as those terms are defined in 162. Section 1445 of the Internal Revenue Code. 163. The legal description of the real property to be conveyed has been or shall be approved for recording as of the date 164. of closing. 165. If Seller is an organized entity, Seller represents and warrants to Buyer that Seller is duly organized and is in good 166. standing under the laws of the state of Minnesota; that Seller is duly qualified to transact business in the State of 167. Minnesota;that Seller has the requisite organizational power and authority to enter into this Purchase Agreement and 168. the Seller's Closing Documents signed by it; such documents have been duly authorized by all necessary action on 169. the part of Seller and have been duly executed and delivered;that the execution,delivery and performance by Seller of 170. such documents do not conflict with or result in a violation of Seller's organizational documents or Bylaws or any judgment, 171. order or decree of any court or arbiter to which Seller is a party;and that such documents are valid and binding obligations 172. of Seller, and are enforceable in accordance with their terms. 173. Seller will indemnify Buyer, its successors and assigns, against and will hold Buyer, its successors and assigns, 174. harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the 175. breach of any of the above representations and warranties,whether such breach is discovered before or after the date 176. of closing. 177. See attached Addendum to Commercial Purchase Agreement: Due Diligence, if any, for additional representations 178. and warranties. 179. REPRESENTATIONS AND WARRANTIES OF BUYER: If Buyer is an organized entity, Buyer represents and warrants 180. to Seller that Buyer is duly organized and is in good standing under the laws of the state of Minnesota;that Buyer is 181. duly qualified to transact business in the State of Minnesota; that Buyer has the requisite organizational power and 182. authority to enter into this Purchase Agreement and the Buyer's Closing Documents signed by it; such documents 183. have been duly authorized by all necessary action on the part of Buyer and have been duly executed and delivered; 184. that the execution, delivery and performance by Buyer of such documents do not conflict with or result in a violation 185. of Buyer's organizational documents or Bylaws or any judgment, order or decree of any court or arbiter to which Buyer 186. is a party;and that such documents are valid and binding obligations of Buyer, and are enforceable in accordance with 187. their terms. Buyer will indemnify Seller, its successors and assigns, against and will hold Seller, its successors and 188. assigns, harmless from, any expenses or damages, including reasonable attorneys'fees, that Seller incurs because 189. of the breach of any of the above representations and warranties, whether such breach is discovered before or after 190. the date of closing. 191. TIME IS OFTHE ESSENCE FOR ALL PROVISIONS OFTHIS CONTRACT. 192. CALCULATION OF DAYS: Any calculation of days begins on the first day (calendar or Business Days as specified) 193. following the occurrence of the event specified and includes subsequent days(calendar or Business Days as specified) 194. ending at 11:59 P.M.on the last day. MNC:PA-4(8/14) lnsfanr'',t COMMERCIAL PURCHASE AGREEMENT 195. Page 5 Date 10/06/14 196. Property located at 7087 20th Avenue South Centerville 197. BUSINESS DAYS: "Business Days" are days which are not Saturdays, Sundays or state or federal holidays unless 198. stated elsewhere by the parties in writing. 199. DEFAULT: If Buyer defaults in any of the agreements herein, Seller may cancel this Purchase Agreement, and any 200. payments made hereunder, including earnest money, shall be retained by Seller as liquidated damages and Buyer 201. and Seller shall affirm the same by a written cancellation.In the alternative, Seller may seek all other remedies allowed 202. bylaw. 203. If Buyer defaults in any of the agreements hereunder, Seller may terminate this Purchase Agreement under the 204. provisions of either MN Statute 559.21 or MN Statute 559.217, whichever is applicable. 205. If this Purchase Agreement is not canceled or terminated as provided hereunder, Buyer or Seller may seek actual 206. damages for breach of this Purchase Agreement or specific performance of this Purchase Agreement; and, as to 207. specific performance, such action must be commenced within six (6) months after such right of action arises. 208. SUBJECT TO RIGHTS OF TENANTS, IF ANY, BUYER HAS THE RIGHT TO VIEW THE PROPERTY PRIOR TO 209. CLOSING TO ESTABLISH THAT THE PROPERTY IS IN SUBSTANTIALLY THE SAME CONDITION AS OF THE 210. DATE OFTHIS PURCHASE AGREEMENT. 211, DISCLOSURE NOTICE: If this Purchase Agreement includes a structure used or intended to be used as residential 212. property as defined under MN Statute 513.52,Buyer acknowledges Buyer has received a Disclosure Statement:Seller's 213. Property or Disclosure Statement:Seller's Disclosure Alternatives form. 214. (Check appropriate boxes.) 215. SELLER WARRANTS THAT THE PROPERTY IS EITHER DIRECTLY OR INDIRECTLY CONNECTED TO: 216. CITY SEWER FY]YES❑NO / CITY WATER ✓❑YES❑ NO 217. SUBSURFACE SEWAGE TREATMENT SYSTEM 218. SELLER❑DOES❑✓ DOES NOT KNOW OF A SUBSURFACE SEWAGE TREATMENT SYSTEM ON OR SERVING --------------(Check one.)--------------- 219. THE PROPERTY. (If answer is DOES, and the system does not require a state permit, see Disclosure Statement: 220. Subsurface Sewage Treatment System.) 221. PRIVATE WELL 222. SELLER ✓❑DOES❑DOES NOT KNOW OF A WELL ON OR SERVING THE PROPERTY.(If answer is DOES and well ----------------(Check one.)---------------- 223. is located on the Property, see Disclosure Statement:Well.) 224. THIS PURCHASE AGREEMENTFY] IS❑ IS NOT SUBJECT TO AN ADDENDUM TO PURCHASE AGREEMENT.- ---------(Check GREEMENT.•----•---•(Check one.)---------- 225. SUBSURFACE SEWAGE TREATMENT SYSTEM AND WELL INSPECTION CONTINGENCY. 226. (If answer is IS, see attached Addendum.) 227. IF A WELL OR SUBSURFACE SEWAGE TREATMENT SYSTEM EXISTS ON THE PROPERTY, BUYER HAS 228. RECEIVED A DISCLOSURE STATEMENT.-WELL AND/OR A DISCLOSURE STATEMENT.-SUBSURFACE SEWAGE 229. TREATMENT SYSTEM. 230. NOTICE 231. Louis R. Suski is©Seller's Agent❑Buyer's Agent❑ Dual Agent❑Facilitator. (Licensee) ------------------------------------------------------(Check one.)------------------------------------------------------- 232. Gaughan Enterprises dba Gaughan Co (Real Estate Company Name) 233. Chris Weirens is❑Seller's Agent© Buyer's Agent❑ Dual Agent❑Facilitator. (Licensee) ------------------------------------------------------(Check one.)------------------------------------------------------- 234. Cushman & Wakefield/NorthMarq (Real Estate Company Name) MNC:PA-5(8/14) lnstanr`_''-;t COMMERCIAL PURCHASE AGREEMENT 235. Page 6 Date 10/06/14 236. Property located at 7087 20th Avenue South Centerville 237. DUAL AGENCY DISCLOSURE: Dual agency occurs when one broker or salesperson represents both parties to a 238. transaction, or when two salespersons licensed to the same broker each represent a party to the transaction. Dual 239. agency requires the informed consent of all parties,and means that the broker or salesperson owes the same fiduciary 240. duties to both parties to the transaction.This role limits the level of representation the broker and salespersons can 241. provide, and prohibits them from acting exclusively for either party.In dual agency,confidential information about price, 242. terms and motivation for pursuing a transaction will be kept confidential unless one party instructs the broker or 243. salesperson in writing to disclose specific information about him or her.Other information will be shared. Dual agents 244. may not advocate for one party to the detriment of the other. 245. CONSENTTO DUAL AGENCY 246. Broker represents both parties involved in the transaction, which creates a dual agency.This means that Broker and 247. its salespersons owe fiduciary duties to both parties.Because the parties may have conflicting interests, Broker and its 248. salespersons are prohibited from advocating exclusively for either party. Broker cannot act as a dual agent in this 249. transaction without the consent of both parties. Both parties acknowledge that 250. (1) confidential information communicated to Broker which regards price, terms or motivation to buy, sell or lease will 251. remain confidential unless the parties instruct Broker in writing to disclose this information.Other information will 252. be shared; 253. (2) Broker and its salespersons will not represent the interest of either party to the detriment of the other;and 254. (3) within the limits of dual agency, Broker and its salesperson will work diligently to facilitate the mechanics of the 255. sale. 256. With the knowledge and understanding of the explanation above, the parties authorize and instruct Broker and its 257. salespersons to act as dual agents in this transaction. 258. SELLER: BUYER: 259. By: By: 260. Its: Mayor Its: President (Title) (Title) 261. (Date) (Date) 262. SELLER: BUYER: 263. By: By: 264. Its: Its: (Title) (Title) 265. (Date) (Date) 266. SUCCESSORS AND ASSIGNS:All provisions of this Purchase Agreement shall be binding on successors and assigns. 267. CLOSING COSTS: Buyer or Seller may be required to pay certain closing costs, which may effectively increase the 268. cash outlay at closing or reduce the proceeds from the sale. 269. ACCEPTANCE DEADLINE. This offer to purchase, unless accepted sooner, shall be withdrawn at 11:59 p.m., 270. October 10th ) 20 14 and in such event all earnest money shall be returned to Buyer. MNC:PA-6(8/14) lnStar�%�t COMMERCIAL PURCHASE AGREEMENT 271. Page 7 Date 10/06/14 272. Property located at 7087 20th Avenue South Centerville 273. CONDEMNATION: If, prior to the closing date, condemnation proceedings are commenced against all or any part 274. of the Property, Seller or licensee representing or assisting Seller, shall immediately give written notice to Buyer, or 275. licensee representing or assisting Buyer,of such fact and Buyer may,at Buyer's option(to be exercised within thirty(30) 276. days after Seller's notice),declare this Purchase Agreement canceled by written notice to Seller or licensee representing 277. or assisting Seller, in which case this Purchase Agreement is canceled and neither party shall have further obligations 278. under this Purchase Agreement. In the event Buyer declares the Purchase Agreement canceled, Buyer and Seller 279. shall immediately sign a written cancellation confirming such cancellation and directing all earnest money paid 280. hereunder to be refunded to Buyer. If Buyer fails to give such written notice,then Buyer shall be bound to proceed with 281. closing, subject to any other contingencies to this Purchase Agreement. In such event, there shall be no reduction in 282. the purchase price, and Seller shall assign to Buyer at the closing date all of Seller's rights, title and interest in and to 283. any award made or to be made in the condemnation proceedings. Prior to the closing date, Seller shall not designate 284. counsel,appear in,or otherwise act with respect to,the condemnation proceedings without Buyer's prior written consent. 285. MUTUAL INDEMNIFICATION: Seller and Buyer agree to indemnify each other against,and hold each other harmless 286. from, all liabilities (including reasonable attorneys' fees in defending against claims) arising out of the ownership, 287. operation or maintenance of the Property for their respective periods of ownership. Such rights to indemnification will 288. not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash 289. payments directly attributable to the liability in question (net of the cost of collection, including reasonable attorneys' 290. fees);or(b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If, and 291. to the extent that, the indemnified party has insurance coverage, or the right to make claim against any third party for 292. any amount to be indemnified against, as set forth above, the indemnified party will, upon full performance by the 293. indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are 294. not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and 295. assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payable made 296. by such party. 297. ENTIRE AGREEMENT: This Purchase Agreement and any addenda or amendments signed by the parties shall 298. constitute the entire agreement between Buyer and Seller.Any other written or oral communication between Buyer and 299. Seller, including, but not limited to, e-mails, text messages, or other electronic communications are not part of this 300. Purchase Agreement.This Purchase Agreement can be modified or canceled only in writing signed by Buyer and 301. Seller or by operation of law.All monetary sums are deemed to be United States currency for purposes of this Purchase 302. Agreement. 303. ELECTRONIC SIGNATURES:The parties agree the electronic signature of any party on any document related to this 304. transaction constitute valid, binding signatures. 305. FINAL ACCEPTANCE: To be binding, this Purchase Agreement must be fully executed by both parties and a copy 306. must be delivered. 307. SURVIVAL: All warranties and representations in this Purchase Agreement shall survive the delivery of the deed or 308. contract for deed and be enforceable after the closing. 309. OTHER: 310. 311. 312. 313. 314. 315. 316. 317. 318. MNC:PA-7(8/14) Jnctarvfa-�,f COMMERCIAL PURCHASE AGREEMENT 319. Page 8 Date 10/06/14 320. Property located at 7087 20th Avenue South Centerville 321. ADDENDA AND PAGE NUMBERING: Attached addenda are a part of this Purchase Agreement. 322. ❑ If checked, this Purchase Agreement is subject to attached Addendum to Commercial Purchase 323. Agreement: Counteroffer. 324. SELLER BUYER 325. Hon. Tom Wilharber Alex J. Shuda 326. By: By: Hon. Tom Wilharber Alex J. Shuda 327. Its: Mayor Its: President (Title) (Title) 328. (Date) (Date) 329. SELLER BUYER 330. 331. By: By: 332. Its: Its: (Title) (Title) 333. (Date) (Date) 334. FINAL ACCEPTANCE DATE: The Final Acceptance Date 335. is the date on which the fully executed Purchase Agreement is delivered. 336. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 337. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. 338. THIS MINNESOTA ASSOCIATION OF REALTORS®COMMERCIAL PURCHASE AGREEMENT IS NOT 339. DESIGNED TO BE AND IS NOT WARRANTED TO BE INCLUSIVE OF ALL ISSUES SELLER AND BUYER 340. MAY WISH TO ADDRESS,AND EITHER PARTY MAY WISH TO MODIFY THIS PURCHASE AGREEMENT 341. TO ADDRESS STATUTORY OR CONTRACTUAL MATTERS NOT CONTAINED IN THIS FORM. 342. BOTH PARTIES ARE ADVISED TO SEEK THE ADVICE OF AN ATTORNEYTO ENSURE 343. THIS CONTRACT ADEQUATELY ADDRESSES THAT PARTY'S RIGHTS. MNC:PA-8(8/14) zpsta! arms ADDENDUM TO PURCHASE AGREEMENT: SUBSURFACE SEWAGE TREATMENT SYSTEM AND WELL INSPECTION CONTINGENCY This form approved by the Minnesota Association of REALTORS®, which disclaims any liability arising out of use or misuse of this form. ©2013 Minnesota Association of REALTORS®,Edina,MN 1. Date 10/06/14 2. Page 3. Addendum to Purchase Agreement between Buyer(s) and Seller(s), dated 20 , 4. pertaining to the purchase and sale of the Property at 7087 20th Avenue south 5. Centerville, Minnesota 6. For the purposes of this Addendum,"Business Days" shall end at 11:59 p.m. and do not include Saturdays, 7. Sundays and state and federal holidays. 8. Seller has previously disclosed that a subsurface sewage treatment system and/or private well exists on, or serves, 9. the Property.This Purchase Agreement is contingent upon inspection(s) of the subsurface sewage treatment system 10. and/or private well to determine the condition or status of the following checked items. 11. If the appropriate test(s)/inspection(s) checked below are not done and results provided within the time specified, 12. or waived in writing by Buyer,then the party not responsible for obtaining the test/inspection may declare this Purchase 13. Agreement canceled by written notice to the other party, or licensee representing or assisting the other party, in which 14. case this Purchase Agreement is canceled. If the party declares this Purchase Agreement canceled, Buyer and Seller 15. shall immediately sign a Cancellation of Purchase Agreement confirming said cancellation and directing all earnest 16. money paid hereunder to be refunded to Buyer. 17. (Check all that apply.) 18. ❑SUBSURFACE SEWAGETREATMENT SYSTEM: 19. All test(s)/inspection(s)shall be done and results provided to Buyer within N/A Business Days of Final Acceptance 20. Date of this Purchase Agreement. 21. ❑BUYER❑SELLER AGREES TO OBTAIN(AND PROVIDE TO BUYER)A LICENSED INSPECTOR'S SEPTIC -------------(Check one.)-------------- 22. SYSTEM INSPECTION REPORT OR NOTICE INDICATING IF THE SYSTEM COMPLIES WITH APPLICABLE 23. REGULATIONS WITHIN THE TIME SPECIFIED ABOVE. 24. NOTICE: A VALID CERTIFICATE OF COMPLIANCE FOR THE SYSTEM MAY SATISFY THIS OBLIGATION. 25. If the inspection report indicates that the subsurface sewage treatment system is not in compliance with applicable 26. regulations,then the parties may agree in writing on or before the date of closing,to negotiate an allocation between 27. Buyer and Seller of those costs necessary to bring the subsurface sewage treatment system into compliance with 28. applicable regulations. 29. In the absence of such agreement, either party may declare this Purchase Agreement canceled by written notice 30. to the other party, or licensee representing or assisting the other party, in which case this Purchase Agreement is 31. canceled. If either party declares this Purchase Agreement canceled, Buyer and Seller shall immediately sign 32. a Cancellation of Purchase Agreement confirming said cancellation and directing all earnest money paid hereunder 33. to be refunded to Buyer. MN:APA:SSTSWIC-1 (8/13) I ADDENDUM TO PURCHASE AGREEMENT: SUBSURFACE SEWAGE TREATMENT SYSTEM AND WELL INSPECTION CONTINGENCY 34. Page 35. PRIVATE WELL: 36. All test(s)/inspection(s)shall be done and results provided to Buyer within 60 Business Days of Final Acceptance 37. Date of this Purchase Agreement. 38. ✓0 BUYER❑SELLER AGREES TO OBTAIN (AND PROVIDE TO BUYER) A WATER QUALITY TEST WITHIN ---------------(Check one.)-------------- 39. THE TIME SPECIFIED ABOVE. 40. If the water quality test results show the water is not potable or otherwise not in compliance with governmental 41. water quality standards, then the parties may agree in writing, on or before the date of closing, to negotiate an 42. allocation between Buyer and Seller of those costs necessary to bring the water into potable condition and into 43. compliance with governmental water quality standards. 44. In the absence of such agreement, either party may declare this Purchase Agreement canceled by written notice 45. to the other party, or licensee representing or assisting the other party, in which case this Purchase Agreement is 46. canceled. If either party declares this Purchase Agreement canceled, Buyer and Seller shall immediately sign 47. a Cancellation of Purchase Agreement confirming said cancellation and directing all earnest money paid hereunder 48. to be refunded to Buyer. 49. (Seller)Mayor Tom Wilharber (Date) (Buyer)Alex J. Shuda (Date) 50. (Seller) (Date) (Buyer) (Date) 51. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 52. IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. MN:APA:SSTSWEC-2(8/13) ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT: DUE DILIGENCE This form approved by the Minnesota Association of REALTORS°, which disclaims any liability arising out of use or misuse of this form. ©2014 Minnesota Association of REALTORS®,Edina,MN 1. Date 10/06/14 2. Page 9 3. Addendum to Purchase Agreement between parties, dated October 6th 20 14 4. pertaining to the purchase and sale of the Property at 7087 20th Avenue south 5. Centerville, Minnesota 6. In the event of a conflict between this Addendum and any other provision of the Purchase Agreement the language in 7. this Addendum shall govern. 8. This Purchase Agreement is contingent upon Buyer's reasonable approval of due diligence matters as agreed to in 9. this Addendum. 10. Title and examination and title corrections and remedies are excluded from this Addendum and shall be handled in 11. accordance with terms specified in the Examination ofTitle and Title Corrections and Remedies section of this Purchase 12. Agreement. 13. Buyer shall satisfy himself/herself/itself with respect to the physical condition of the Property and the feasibility and 14. suitability of the Property for Buyer's intended purpose within the respective time period(s) specified herein. Buyer 15. acknowledges that any information provided by Seller,a third party,or broker representing or assisting Seller regarding 16. dimensions, square footage, or acreage of land or improvements is approximate. Buyer shall verify the accuracy of 17. information to Buyer's satisfaction, at Buyer's sole cost and expense. 18. Buyer may declare this Purchase Agreement canceled by providing written notice to Seller, or licensee representing 19. or assisting Seller, within the respective time period(s) specified herein, in which case this Purchase Agreement is 20. canceled. Buyer and Seller shall immediately sign a written cancellation confirming said cancellation and directing all 21. earnest money paid hereunder to be refunded to Buyer, unless provided otherwise in this Purchase Agreement. 22. Buyer's failure to give written notice of cancellation of this Purchase Agreement, within the respective time period(s) 23. specified herein shall conclusively be deemed Buyer's election to proceed with the transaction without correction of any 24. disapproved items that Seller has not agreed in writing to correct or remedy. 25. Buyer's Responsibility Regarding Due Diligence: Buyer shall keep the Property free and clear of all liens, shall 26. indemnify, defend, and hold Seller harmless from all liability, claims, demands, damages, costs or expenses, incurred 27. by Seller by reason of any physical damage to the Property or injury to persons caused by Buyer or its agents or 28. contractors in exercising its rights under this Addendum, and shall return the Property to the same condition it was in 29. prior to Buyer's testing. Buyer shall not disturb any tenants, employees or occupants of the Property. 30. Seller's Responsibility Regarding Due Diligence: Seller agrees to allow reasonable access to the Property for 31. performance of any surveys, due diligence or inspections agreed to herein. Seller understands that the inspections 32. may require that all utilities be on and the Seller is responsible for providing same at Seller's expense. If the Property 33. is occupied by someone other than Owner,Owner shall comply with Minnesota law and existing Owner's lease, if any, 34. to provide tenant with proper notice in advance of any Property showing. 35. A. ENVIRONMENTAL ASSESSMENTS/INSPECTIONS: 36. (i) Phase I: This Purchase Agreement ❑X IS ❑ IS NOT contingent upon X❑ BUYER ❑ SELLER ----------(Check one.)---------- ---------------(Check one.)---------------- 37. obtaining a Phase I environmental site assessment of the Property at❑X BUYER'S❑SELLER'S expense -----------------(Check one.}-------------- 38. within sixty (60) days of Final Acceptance Date of this Purchase Agreement. 39. Buyer shall provide reasonable approval of the Phase I environmental site assessment within 40. fifteen (15) days of either: 41. (a) Final Acceptance Date of this Purchase Agreement if the Phase I environmental site assessment is 42. obligated to be obtained by Buyer;or 43. (b) receipt of the Phase I environmental site assessment if Seller is obligated to obtain. MN-ACPA:DD-1 (8/14) orms ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT: DUE DILIGENCE 82. Page ll 83. Property located at 7087 20th Avenue South Centerville, 84. C. OTHER CONTINGENCIES: This Purchase Agreement is contingent upon Buyer's reasonable approval of the 85. following items, if checked. Buyer shall approve the items within Fifteen (15) days of either: 86. (a) Final Acceptance Date of this Purchase Agreement if Buyer is obligated to obtain the item;or 87. (b) receipt of the item if Seller is obligated to obtain the item. 88. (Select appropriate options i-vi.) 89. 0 (i) ❑ BUYERFX-] SELLER obtaining a certificate of survey of the Property, at ❑ BUYER 0 SELLER .............(Check one.)--------------- ---------------(Check one.)--------------- 90. expense. 91. ❑ (ii) ❑ BUYER ❑ SELLER obtaining soil tests which indicate that the Property may be improved without --------------(Check one.)-------------- 92. extraordinary building methods or costs, at❑BUYER❑SELLER expense. ---------------(Check one.)------------- 93. ❑ (iii) ❑BUYER❑SELLER obtaining copies of all covenants,reservations and restrictions affecting the Property, -------------(Check one.)-------------- 94. at❑BUYER❑SELLER expense. -----------------(Check one.)--------------- 95. ❑ (iv) ❑BUYER❑SELLER obtaining and approving copies of Association documents at❑BUYER❑SELLER -------------(Check one.)------------- -------------(Check one.)------------- 96. expense. 97. ❑ (v) Buyer obtaining from Seller copies of all documents in Seller's possession or control relating to the rights 98. of tenants, including but not limited to, rent rolls, leases, common area maintenance fees, and estoppel 99. certificates. 100. Seller assigns all right, title, and interest in and to the tenant security deposits and the interest earned, if 101. any, and credited thereon (collectively, the Security Deposits) for the Property at closing. Seller warrants 102. that the Security Deposits being assigned are all of the Security Deposits being held for tenants at the 103. Property.Seller shall,immediately after closing,notify tenant of the Security Deposit transfer and of Buyer's 104. name and address as required under MN Statute 504B.178, Subd.5. Buyer agrees to hold and apply all 105. of the Security Deposits in accordance with the terms of the leases of the Property pursuant to MN Statute 106. 504B.178 and indemnify and agree to hold and defend Seller, its legal representatives, successors and 107. assigns harmless from and against any and all claims,actions,suits,proceedings,demands,assessments, 108. judgments, liabilities and costs including, without limitation, reasonable attorney's fees and expenses of 109. any kind whatsoever, arising from and after the date of closing asserted by said tenants or any person or 110. persons claiming under any of them with respect to any of the Security Deposits. 111. ❑ (vi) Buyer obtaining from Seller copies of all permits applicable to the Property, operating statements for the 112. last years, vendor contracts, and any other documents in Seller's possession or 113. control and relating to the Property. 114. Buyer acknowledges that Seller makes no representations or warranties by providing any documents to 115. Buyer. Buyer agrees to return all such documents to Seller upon Seller's written request. MN-ACPA:DD-3(8/14) /gsta�',t orms ADDENDUM TO COMMERCIAL PURCHASE AGREEMENT: DUE DILIGENCE 116. Page 117. Property located at 7087 20th Avenue South Centerville, 118. D. BUYER INVESTIGATIONS: This Purchase Agreement❑X IS❑ IS NOT contingent upon Buyer's investigations -------(Check one.)------ 119. of the Property for Buyer to satisfy himself/herself/itself with respect to the physical condition of the Property and 120. the feasibility and suitability of the Property for Buyer's intended purpose. Any Buyer investigations shall be 121. completed within Thirty (30) days of Final Acceptance Date of this Purchase 122. Agreement.All Buyer investigations shall be at Buyer's sole cost and expense. 123. SELLER BUYER 124. By: City of Centerville, MN By: Alex's Lawn and Turf, LLC 125. Its: Hon. Tom Wilharbor, Mayor Its: Alex J. Shuda, President (Title) (Title) 126. (Date) (Date) 127. SELLER BUYER 128. By: By: 129. Its: Its: (Title) (Title) 130. (Date) (Date) 131. THIS IS A LEGALLY BINDING CONTRACT BETWEEN BUYER(S) AND SELLER(S). 132. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. MWACPA:DD-4(8/14) /rasta pt orms