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<br />LANDLORD ESTOPPEL CERTIFICATE
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<br /> This LANDLORD ESTOPPEL CERTIFICATE (this “Certificate”) is delivered as of September \[●\],
<br />2023 (the “Effective Date”), by THE CITY OF ELK RIVER, a Minnesota municipal corporation, whose
<br />address is 13065 Orono Parkway, P.O. Box 490, Elk River, Minnesota 55330, Attention: City
<br />Administrator (“Landlord”), based on these facts:
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<br />A. Landlord owns the real property described in Exhibit A (“Landlord’s Premises”).
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<br />B. Landlord has leased part of Landlord’s Premises (the “Leased Premises”) to the BOYS & GIRLS
<br />CLUB OF THE NORTH STAR, a Minnesota nonprofit corporation (f/k/a The Boys and Girls Club
<br />of Elk River, Inc.), whose address is 905 6th Street NW, Elk River, Minnesota 55330 (“Tenant”),
<br />by that certain Ground Lease Agreement dated as of March 16, 1999 (as amended, restated,
<br />renewed, modified, or supplemented from time to time as described below, the “Lease”).
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<br />C. A true, correct and complete copy of the Lease is attached hereto as Exhibit B. All Section
<br />references in this Certificate refer to the Lease, unless another document is named.
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<br />D. A memorandum of the Lease was recorded in the land records of the County of Sherburne, State of
<br />Minnesota, on March 24, 1999, as Document No. 386072.
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<br />E. In connection with the Lease, Landlord and Tenant entered into that certain Parking and Access
<br />Easement dated March 16, 1999 (the "Easement") (the Lease and the Easement herein referred to
<br />collectively as, the "Agreements"), pursuant to which Landlord granted to Tenant an easement
<br />over a portion of the Landlord's Premises (the "Easement Parcel") to provide access to and
<br />adequate parking for the Leased Premises.
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<br />F. A true, correct and complete copy of the Easement is attached hereto as Exhibit C.
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<br />G. Tenant has proposed the following transactions affecting the Agreements (the “Transaction”): (a)
<br />an assignment of the Lease from Tenant to the BOYS AND GIRLS CLUBS OF THE TWIN CITIES,
<br />a Minnesota nonprofit corporation (“Purchaser"); and (b) an assignment of the Easement from
<br />Tenant to Purchaser.
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<br /> NOW, THEREFORE, Landlord certifies and acknowledges as follows, all as of the Effective Date:
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<br />1. Status. Except as the public record discloses, Landlord: (a) is landlord under the Lease; (b) is the
<br />grantor under the Easement; (c) has not conveyed, mortgaged, or assigned Landlord’s Premises or
<br />Landlord’s interest in the Lease or the Easement; and (c) has not agreed to do so.
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<br />2. Prior Assignments. To Landlord’s knowledge, Tenant is tenant under the Lease and grantee under
<br />the Easement. Landlord has received no written notice that Tenant has assigned the Lease or the
<br />Easement, except to Purchaser.
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<br />3. Full Force and Effect. The Agreements: (a) are in full force and effect; (b) have not been amended,
<br />cancelled, supplemented, surrendered, or terminated except as this Certificate states; and (c)
<br />contain the entire agreement between Landlord and Tenant (and any parties related to either of
<br />them) about the Leased Premises, the Easement Parcel, the Lease, and the Easement.
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<br />4. No Tenant Default. To Landlord’s knowledge, Tenant is not in default under the Agreements, nor
<br />has any event occurred that, with passage of time or giving of notice or both, would constitute such
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