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Home My WebLink AboutCC RES 95-035 RESOLUTION TERMINATING THE LEASE AGREEMENT BETWEEN THE CITY OF ST. ANTHONY AND HIGHWOOD FOOD SERVICES, INC. Meeting Sheet s IIIIIIVIIIVIIIVIIIVIIIVIIIIIIIIIII 103366 Box: 26 Folder: RES 1995 Document: CC RES 95-035 RESOLUTION TERMINATING THE LEASE AGREEMENT BETWEEN THE CITY OF ST. ANTHONY AND HIGHWOOD FOOD SERVICES, INC. I CITY OF ST. ANTHONY RESOLUTION 95-035 A RESOLUTION TERMINATING THE LEASE AGREEMENT BETWEEN THE CITY OF ST. ANTHONY AND HIGHWOOD FOOD SERVICES, INC. WHEREAS, the City of St. Anthony entered into a lease agreement with Highwood Food Services, Inc. dated August 31, 1992; and WHEREAS, leased premises is located at 2700 Highway 88, St. Anthony, Minnesota; and WHEREAS, both aforementioned parties desire to terminate said lease as of June 30, 1995 at 8:00 P.M. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of St. Anthony • hereby approves the termination of the lease agreement between the City of St. Anthony and Highwood Food Services, Inc. 1 Adopted this J,9 day of l,c 1Au , 1995. Mayor i ATTEST: City Clerk Reviewed for administration: ity M pager • • LEASE TERMINATION AND MUTUAL RELEASE AGREEMENT THIS LEASE TERMINATION AND MUTUAL RELEASE AGREEMENT ("Agreement") is made and entered into as of ,1995, by and among the CITY OF ST. ANTHONY, a municipal corporation under the laws of the State of Minnesota (the "City") and HIGHWOOD FOOD SERVICES, INC., a Minnesota corporation ("Highwood"), and ERICH SCHUHMACHER ("Guarantor"). A. The City, as lessor, and Highwood, as lessee, entered into that certain Lease Agreement dated August . 1992 (the "Lease"), under the terms of which the City leased to Highwood certain premises consisting of approximately 507 square feet of kitchen space and 267 square feet of office and storage space (the "Leased Premises"), in the building located at 2700 Highway 88, St. Anthony, Minnesota, as more particularly described in the Lease. B. Guarantor executed that certain Guaranty dated August , 1992 (the "Guaranty") relating to the Lease. C. The City and Highwood desire to terminate the Lease in accordance iwith the terms and conditions hereinafter set forth. D. The City, Highwood and Guarantor also desire to resolve all claims, disputes, whether existing or potential, known or unknown, whether mentioned herein or not, that arise out of any representation, action or inaction occurring in connection with the Lease prior to the date of this Agreement, without the need for litigation, according to the terms contained herein. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Termination. The Lease shall, without the further act of the parties hereto, terminate as of 11:59 P.M. on June 30, 1995 (the "Effective Date"), and shall thereafter be of no further force or effect whatsoever; provided, however, that the obligations of Highwood under this Agreement shall survive the termination of the Lease, and Guarantor shall remain personally liable under the Guaranty for Highwood's performance hereunder. 2. Survival Until Termination. During the period of time intervening • between the date of execution of this Agreement and the Effective Date, the City and Highwood shall remain responsible for the performance of their respective • covenants and obligations under the Lease, and the Lease shall remain in full force and effect until the Effective Date. 3. Surrender. Highwood shall surrender the Leased Premises to the City on the Effective in good condition and repair, reasonable wear and tear during the term of the Lease excepted, in accordance with the provisions of Section 23 of the Lease. On or before the Effective Date, Highwood shall remove from the Leased Premises all furniture, inventory and other personal property owned by Highwood, except for any such items that are being sold to Ernie Swanson ("Swanson"), and any damage caused to the Leased Premises by Highwood in connection with the removal of such items shall be repaired promptly by Highwood, at Highwood's expense. All personal property of Highwood left in or about the Leased Premises upon the termination of the Lease, except for any such property that has been sold to Swanson, shall thereupon become the property of the City, to be disposed of by the City as it deems expedient. 4. Release. (a) Highwood and Guarantor hereby waive, release and relinquish all rights, claims and defenses they may have against the City, its elected officials, employees, agents and other representatives, that arise out of any representation, action or inaction occurring in connection with the • Lease or the Guaranty prior to the date of this Agreement. (b) Except as otherwise stated in this Agreement, the City hereby waives, releases and relinquishes all rights it may have against Highwood or Guarantor and their respective officers, partners, employees, agents and other representatives that arise out of any representation, action or inaction occurring in connection with the Lease or the Guaranty prior to the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, the City does not waive, release or relinquish any rights it may have against Highwood or Guarantor (i) in the nature of contribution for or indemnification of claims which may be asserted against the City by any third party by reason of any representation, action or inaction of Highwood, or (ii) for breach of any of the terms, covenants or conditions contained in this Agreement. (c) All waivers, releases and relinquishments set forth herein are made on behalf of the parties, their heirs, legatees, devisees, executors, trustees, beneficiaries, assigns, officers, partners, directors, shareholders, employees and agents, and include any and all manner of actions or inactions, suits, claims, demands, judgments and levies of execution, whether direct, indirect or derivative, liquidated or unliquidated, fixed • or contingent, known or unknown. -2- • 5. Brokerage Commission. Highwood represents and warrants that it has not dealt with any brokers, finders or the like in connection with the sale of Highwood's business operated at the Leased Premises or the sale of any equipment used in connection therewith, and that any and all brokerage commission, finder's fee or similar fees or charges owing in connection with said transactions shall be paid by Highwood. Highwood agrees to indemnify and to hold the City harmless against all claims, damages, costs and expenses of or for any and all brokerage commissions, finder's fees or similar fees or commissions resulting from its actions or agreements regarding said transactions, and will pay all costs of the City, including reasonable attorney's fees, of defending any action or lawsuit brought to recover any such brokerage commissions, finder's fees or similar fees. 6. Swanson's Right of Entry. Highwood hereby agrees to allow Swanson, and his agents, employees and representatives, to enter onto the Leased Premises or any part thereof at any time during the hours that Highwood is open for business at the Leased Premises from June _, 1995 though and including the Effective Date for the purposes of observing the operations of the restaurant and to move equipment, inventory and supplies owned by Swanson into the Leased Premises; provided that such entry shall not unreasonably interfere with Highwood's use of the Leased Premises, and provided that any such entry shall be subject to reasonable requirements that Highwood may impose to protect recipes and/or trade secrets • located on the Leased Premises. It is agreed and understood that the City shall not be liable for any damages, costs, expenses, losses or claims of any nature whatsoever arising out of, or in any way relating to, any such entry by Swanson, or his agents, employees and/or representatives. 7. Attorneys' Fees. If any action or claim is brought or asserted to enforce any term, covenant or condition of this Agreement, the successful party in said action or in said claim shall be awarded its reasonable costs and expenses, including reasonable attorneys' fees incurred therein. 8. Entire Agreement_. This Agreement contains all of the agreements of the parties hereto with respect to the subject matter hereof, and no other agreement, understanding or representation of or by the parties made at any time prior to or contemporaneously with the signing of this Agreement shall be effective for any purpose except as set forth herein. • -3- • IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CITY OF ST. ANTHONY By 4. 4VIlt— Its HIGHWOOD'S FOOD SERVICES, INC. By Its • Erich Schuhmacher -4-