Pleasant Valley Legacy - Terms Sheet

Pleasant Valley Legacy Investment

Property & Turnkey Equipment


Term Sheet

IMPORTANT NOTE: ALL INFORMATION PROVIDED WITH THIS DOCUMENT, INCLUDING ANY DESCRIPTION OF EXPECTED TERMS, IS PRELIMINARY ONLY AND SUBJECT TO CHANGE. 

THIS IS NOT AN OFFER TO PURCHASE.  NO SUCH OFFER CAN BE MADE UNTIL THE OFFER TO PURCHASE AND REQUIRED EXHBITS AND OTHER TERMS ARE FINALIZED. 

ANY EXPRESSION OF INTEREST MADE BASED ON THE MATERIALS PROVIDED WITH THIS DOCUMENT IS NON-BINDING. 

No representations or warranties of any kind are intended nor should any be inferred with respect to thIS TERM SHEET.



Summary of Principal Terms

Option 1:  Upfront Purchase Paid at Closing

I.   Entity Names and

Transaction Structure:        Jim and Sandy Engandela (Collectively, “Seller”) own as sole proprietors real estate, personal property, and other assets, which will be collectively referred to as the Pleasant Valley Wildlife Sanctuary (“PVWS”).  PVWS was purchased in 1980, and has been continually improved by Jim and Sandy since that time.  The transaction structure will include an accepted WI Offer to Purchase followed by a title commitment, and Warranty Deed, subject to a Life Estate Agreement allowing Jim and Sandy Engandela to remain on the property until Last to Die.  


II.   Purpose:        To sell PVWS to a qualified purchaser (“Buyer”) through an auction process that provides multiple Buyer options and advantages.  


III.   Offer to Purchase:        The minimum auction price to be considered will be $___________.  Seller will also actively engage in direct discussions and likely be willing to close a transaction with Buyer for bids in excess of $_____________ (similar to eBay “Buy It Now” auction methodology).  There will be a minimum of three exhibits attached to the offer as follows: 

  1. Life Estate Agreement
  2. Parcels Exhibit Splitting the PVWS into two distinct parcels
  3. Conservation Easement


IV.   Use of Funds:        It is Seller’s intention to reinvest a significant percentage of proceeds back into PVWS to transform it from pristine, well-maintained sanctuary to a world-class, resort-quality wildlife sanctuary.  It is Seller’s intention to make the following enhancements: 1) Construction of 500,000 addition transforming primary homestead into a _____ square foot residence, 2) Landscaping, 3) blacktop driveway, and 4) continued pond expansion.  Improvements are at the sole discretion of, and paid by, Seller out of sale proceeds.  It is anticipated these enhancements will yield a significant increase in the property value when Buyer takes possession.


V.   Life Estate Terms:        The following life estate terms will be included in the Life Estate Agreement which will be signed by the Parties.

  1. Term:  The term of the Life Estate shall be for the Last to Die of Jim and Sandy Engandela.
  2. Possession & Control:  PVWS will remain in the possession and control of Jim and Sandy Engandela until such time of the Last to Die.  As such, Jim and Sandy have full authority to continue making improvements as they see fit, subject to applicable laws and any restrictions established by the Conservation Easement.  Possession & Control will transfer upon the Last to Die of Jim and Sandy Engandela.  The effective date of possession and control to buyer shall be referred to as the Transfer Date.
  3. Real Estate Taxes:  All real estate taxes will be paid by Seller until the Transfer Date.
  4. Assets Transferred to Buyer:  As a potential benefit for Buyer, Buyer may elect to select Assets Transferred to Buyer as part of their bid submission. Seller shall transfer all assets to Buyer upon Last to Die, regardless of when it occurs.  Seller is under no obligation to retain any assets for Buyer, and Buyer should not take this provision as representation by Buyer to do so.  Assets Returned to Buyer are:
    1. Financial Assets:  All Seller personal financial assets (cash, and assets held with financial institutions/brokerages) shall be transferred to Buyer, with the exception of life insurance policies which have a Beneficiary other than the Buyer.
    2. Personal Property Assets:  All Seller personal property assets in possession of seller at death with the exception of: 1) recording studio equipment including all hardware and software in the recording studio.
    3. Business Assets:  All Seller Business Assets are excluded from Assets Transferred to Buyer.   
  5. Early Transfer Prior to Death (“Early Transfer”):  Seller may elect to transfer possession and control of PVWS prior to death.  In the event of an Early Transfer, real estate possession and control will transfer but there will be no Assets Returned to Buyer until Last to Die, unless otherwise agreed to by Seller.


VI.   Two Parcels:        PVWS will be separated into two parcels prior to sale as follows:

  1. Homestead Parcel:  Primary residence and other outbuildings as well as 48 acres of surrounding property will be designated as the Homestead Parcel (certified map to be provided).  The Homestead Parcel is not subject to Conservation Easement restrictions. 
  2. Land Parcel:  Approximately 200 acres of land (primarily wooded) distinct from the Homestead Parcel will be designated as the Land Parcel (certified map to be provided).  The Land Parcel is subject to the restrictions of the Conservation Easement.
  3. Seller has full discretion as to said parcel designations. 


VII.   Conservation Easement:        At the election of Buyer, they can indicate willingness to have a Conservation Easement on the Land Parcel which will reduce Buyer purchase price through Seller tax savings.  A Conservation Easement is established on the Land Parcel with the following Terms:

  1. Conservation Objectives:  The Conservation Objectives are: 1) to maintain and improve spring water quality, 2) perpetuate and foster growth of a healthy forest, 3) maintain and improve wildlife habitats, and 4) manage trails and streams in the PVWS Land Parcel.
  2. Restrictions: The Conservation Easement has these restrictions:
    1. No Subdivisions:  The Land Parcel cannot be subdivided.
    2. No Commercial Logging or Mining for Mineral Rights:  The Land Parcel shall not be used for commercial logging or mining.  The Conservation Easement does not restrict the ability to remove trees and dirt as part of improvements to the property (i.e. maintaining trails, pond construction, etc).
    3. No Commercial Water Rights:  The Land Parcel shall not be used for the selling of water from its springs.


  1. Conservation Easement Management/Enforcement Group:  The West Wisconsin Conservation Group shall be charged with making sure the terms of the Conservation Easement are upheld.
  2. Fair Market Value:  Fair Market Value of the Land Parcel prior to the Conservation Easement will be established by certified appraisal, and is currently estimated at $3,000,000 ($15,000 per acre).  This takes into account the full value of the property through subdividing into 4 units as well as the potential value of the property for logging, mining, and water rights.
  3. Reduced Value Due to Conservation Easement:  The Fair Market Value of the Land Parcel after the Conservation Easement will be established by certified appraisal, and is currently estimated at $1,000,000 ($5,000 per acre).  
  4. Non-Cash Charitable Contribution:  The Charitable Contribution amount will be established by certified appraisal in consultation with tax advisors, and is currently estimated at $2,000,000.
  5. Conservation Easement Tax Savings:  Conservation Easement Tax Savings will be calculated by Seller’s tax advisors and submitted to Buyer along with an associated reduction in Purchase Price roughly equal to the Tax Savings.  Buyer can then elect whether they would like to purchase the property with or without the Conservation Easement.  It is expected that the Easement Tax Savings will be in the range of $________ to $_______.  


VIII.   Confidentiality:        All terms of this agreement are Confidential Information and shall be treated as such.  Buyer and Seller agree not to communicate the terms of the transaction, except for those disclosures required by law. Buyer shall sign a non-disclosure agreement prior to the provision of the Offer to Purchase.


IX.  Timing:        It is Seller’s intention to commence the auction process on June 1, 2015 with an initial closing on 9/15/15.  Seller may decide to accept offers before the close of the auction process and may extend the auction process beyond 9/15/15 at their sole election.


X.  Governing Law/Venue:                This agreement and the entire transaction shall be governed by the Laws of the State of Wisconsin. The venue for all disputes shall be the Circuit Court for Trempealeau County.


Summary of Principal Terms

Option 2:  Installment Sale 

I.   Entity Names and

Transaction Structure:        Jim and Sandy Engandela (Collectively, “Seller”) own as sole proprietors real estate, personal property, and other assets, which will be collectively referred to as the Pleasant Valley Wildlife Sanctuary (“PVWS”).  PVWS was purchased in 1980, and has been continually improved by Jim and Sandy since that time.  The transaction structure will include an accepted WI Offer to Purchase followed by a title commitment, and Land Contract  subject to a Life Estate Agreement allowing Jim and Sandy Engandela to remain on the property until Last to Die.  Title in satisfaction will be provided when Land Contract terms are satisfied.  


II.   Purpose:        To sell PVWS to a qualified purchaser (“Buyer”) through an auction process that provides multiple Buyer options and advantages.


III.   Offer to Purchase:        The minimum auction price to be considered will be $___________ initial payment and $_________ per year for ____ years.  Seller will also actively engage in direct discussions and likely be willing to close a transaction with Buyer for bids in excess of $_____________ initial payment and $________ per year for ____ years (similar to eBay “Buy It Now” auction methodology).  The applicable Federal Interest Rate (AFR) will be used for the installment sale (currently at 2.3% as of May 2015) and be paid to the seller in addition to annual payments. Deed in Satisfaction of the Land Contract being provided upon satisfaction of the Land Contract provisions.  The transaction will be treated as an Installment Sale under applicable Federal and State tax provisions.  There will be a minimum of three exhibits included in the Offer To Purchase as follows: 

  1. Life Estate Agreement
  2. Parcels Exhibit Splitting the PVWS into two distinct parcels
  3. Conservation Easement


IV.   Use of Funds:        It is Seller’s intention to reinvest a significant percentage of proceeds back into PVWS to transform it from pristine, well-maintained sanctuary to a world-class, resort-quality wildlife sanctuary.  It is Seller’s intention to make the following enhancements: 1) Construction of 500,000 addition transforming primary homestead into a _____ square foot residence, 2) Landscaping, 3) blacktop driveway, and 4) continued pond expansion.  Improvements are at the sole discretion of, and paid by, Seller out of sale proceeds .  It is anticipated these enhancements will yield a significant increase in the property value when Buyer takes possession.


V.   Life Estate Terms:        The following life estate business terms will be included in the Life Estate Agreement which will be signed by the Parties.

  1. Term:  The term of the Life Estate shall be for the Last to Die of Jim and Sandy Engandela.
  2. Possession & Control:  PVWS will remain in the possession and control of Jim and Sandy Engandela until such time of the Last to Die.  As such, Jim and Sandy have full authority to continue making improvements as they see fit, subject to applicable laws and any restrictions established by the Conservation Easement.  Possession & Control will transfer upon the Last to Die of Jim and Sandy Engandela.  The effective date of possession and control to buyer shall be referred to as the Transfer Date.
  3. Real Estate Taxes:  All real estate taxes will be paid by Seller until the Transfer Date.
  4. Assets Transferred to Buyer:  As a potential benefit for Buyer, Buyer may elect to select Assets Transferred to Buyer as part of their bid submission. Seller shall transfer all assets to Buyer upon Last to Die, regardless of when it occurs.  Seller is under no obligation to retain any assets for Buyer, and Buyer should not take this provision as representation by Buyer to do so.  Assets Returned to Buyer are:
    1. Financial Assets:  All Seller personal financial assets (cash, and assets held with financial institutions/brokerages) shall be transferred to Buyer, with the exception of life insurance policies which have a Beneficiary other than the Buyer.
    2. Personal Property Assets:  All Seller personal property assets in possession of seller at death with the exception of: 1) recording studio equipment including all hardware and software in the recording studio.
    3. Business Assets:  All Seller Business Assets are excluded from Assets Transferred to Buyer.      
  5. Early Transfer Prior to Death (“Early Transfer”):  Seller may elect to transfer possession and control of PVWS prior to death.  In the event of an Early Transfer, real estate possession and control will transfer but there will be no Assets Returned to Buyer until Last to Die, unless otherwise agreed to by Seller.


VI.   Two Parcels:        PVWS will be separated into two parcels prior to sale as follows:

  1. Homestead Parcel:  Primary residence and other outbuildings as well as 48 acres of surrounding property will be designated as the Homestead Parcel (certified map to be provided).  The Homestead Parcel is not subject to Conservation Easement restrictions. 
  2. Land Parcel:  Approximately 200 acres of land (primarily wooded) distinct from the Homestead Parcel will be designated as the Land Parcel (certified map to be provided).  The Land Parcel is subject to the restrictions of the Conservation Easement.
  3. Seller has full discretion as to parcel designations.

VII.   Conservation Easement:        At the election of Buyer, they can indicate willingness to have a Conservation Easement on the Land Parcel which will reduce Buyer purchase price through Seller tax savings.  A Conservation Easement is established on the Land Parcel with the following Terms:

  1. Conservation Objectives:  The Conservation Objectives are: 1) to maintain and improve spring water quality, 2) perpetuate and foster growth of a healthy forest, 3) maintain and improve wildlife habitats, and 4) manage trails and streams in the PVWS Land Parcel.
  2. Restrictions: The Conservation Easement has these restrictions:
  1. No Subdivisions:  The Land Parcel cannot be subdivided.
  2. No Commercial Logging or Mining for Mineral Rights:  The Land Parcel shall not be used for commercial logging or mining.  The Conservation Easement does not restrict the ability to remove trees and dirt as part of improvements to the property (i.e. maintaining trails, pond construction, etc).
  3. No Commercial Water Rights:  The Land Parcel shall not be used for the selling of water from its springs.


  1. Conservation Easement Management/Enforcement Group:  The West Wisconsin Conservation Group shall be charged with making sure the terms of the Conservation Easement are upheld.
  2. Fair Market Value:  Fair Market Value of the Land Parcel prior to the Conservation Easement will be established by certified appraisal, and is currently estimated at $3,000,000 ($15,000 per acre).  This takes into account the full value of the property through subdividing into 4 units as well as the potential value of the property for logging, mining, and water rights.
  3. Reduced Value Due to Conservation Easement:  The Fair Market Value of the Land Parcel after the Conservation Easement will be established by certified appraisal, and is currently estimated at $1,000,000 ($5,000 per acre).  
  4. Non-Cash Charitable Contribution:  The Charitable Contribution amount will be established by certified appraisal in consultation with tax advisors, and is currently estimated at $2,000,000.
  5. Conservation Easement Tax Savings:  Conservation Easement Tax Savings will be calculated by Seller’s tax advisors and submitted to Buyer along with an associated reduction in Purchase Price roughly equal to the Tax Savings.  Buyer can then elect whether they would like to purchase the property with or without the Conservation Easement.  It is expected that the Easement Tax Savings will be in the range of $________ to $_______.  

VIII.   Confidentiality:        All terms of this agreement are Confidential Information and shall be treated as such.  Buyer and Seller agree not to communicate the terms of the transaction, except for those disclosures required by law. Buyer shall sign a non disclosure agreement prior to the provision of the Offer To Purchase.


IX.  Timing:        It is Seller’s intention to commence the auction process on June 1, 2015 with an initial closing on 9/15/15.  Seller may decide to accept offers before the close of the auction process and may extend the auction process beyond 9/15/15 at their sole election.


X.  Governing Law/Venue:                This agreement and the entire transaction shall be governed by the Laws of the State of Wisconsin. The venue for all disputes shall be the Circuit Court for Trempealeau County.


Summary of Principal Terms

Option 3:  100% Return of Capital Sale

I.   Entity Names and

Transaction Structure:        Jim and Sandy Engandela (Collectively, “Seller”) own as sole proprietors real estate, personal property, and other assets, which will be collectively referred to as the Pleasant Valley Wildlife Sanctuary (“PVWS”).  PVWS was purchased in 1980, and has been continually improved by Jim and Sandy since that time.  The transaction structure will be an accepted WI Offer to Purchase followed by a title commitment and Land Contract subject to a Life Estate Agreement allowing Jim and Sandy Engandela to remain on the property until Last to Die.  Deed in satisfaction of the Land Contract will be provided when Land Contract terms are satisfied.    


II.   Purpose:        To sell PVWS to a qualified purchaser (“Buyer”) through an auction process that provides multiple Buyer options and advantages.


III.   Offer to Purchase:        The minimum auction price to be considered will be $___________ placed into a Buyer Owned trust account (“PVWS Trust”) which will be returned to Buyer at Last to Die.  From the Trust account, an initial amount of $________ will be distributed to Seller and $_________/year for ___ years.  Seller will also actively engage in direct discussions and likely be willing to close a transaction with Buyer for capital placed in a trust account that exceeds $_____________.  The applicable Federal Interest Rate (AFR) will be used for the installment sale (currently at 2.3% as of May 2015) and be paid to the seller in addition to annual payments.   The transaction will be treated as an Installment Sale under applicable Federal and State tax provisions.  There will be a minimum of four exhibits included in the Offer to Purchase as follows: 

  1. Life Estate Agreement
  2. Parcels Exhibit Splitting the PVWS into two distinct parcels
  3. Conservation Easement
  4. Trust Agreement 


IV.   Use of Funds:        It is Seller’s intention to reinvest a significant percentage of proceeds back into PVWS to transform it from pristine, well-maintained sanctuary to a world-class, resort-quality wildlife sanctuary.  It is Seller’s intention to make the following enhancements: 1) Construction of 500,000 addition transforming primary homestead into a _____ square foot residence, 2) Landscaping, 3) blacktop driveway, and 4) continued pond expansion.  Improvements are at the sole discretion of, and paid by, Seller out of sale proceeds.  It is anticipated these enhancements will yield a significant increase in the property value when Buyer takes possession.


V.   Life Estate Terms:        The following life estate business terms will be included in the Life Estate Agreement which will be signed by the Parties.

  1. Term:  The term of the Life Estate shall be for the Last to Die of Jim and Sandy Engandela.
  2. Possession & Control:  PVWS will remain in the possession and control of Jim and Sandy Engandela until such time of the Last to Die.  As such, Jim and Sandy have full authority to continue making improvements as they see fit, subject to applicable laws and any restrictions established by the Conservation Easement.  Possession & Control will transfer upon the Last to Die of Jim and Sandy Engandela.  The effective date of possession and control to buyer shall be referred to as the Transfer Date.
  3. Real Estate Taxes:  All real estate taxes will be paid by Seller until the Transfer Date.
  4. Assets Transferred to Buyer:  As a potential benefit for Buyer, Buyer may elect to select Assets Transferred to Buyer as part of their bid submission. Seller shall transfer all assets to Buyer upon Last to Die, regardless of when it occurs.  Seller is under no obligation to retain any assets for Buyer, and Buyer should not take this provision as representation by Buyer to do so.  Assets Returned to Buyer are:
    1. Financial Assets:  All Seller personal financial assets (cash, and assets held with financial institutions/brokerages) shall be transferred to Buyer, with the exception of life insurance policies which have a Beneficiary other than the Buyer.
    2. Personal Property Assets:  All Seller personal property assets in possession of seller at death with the exception of: 1) recording studio equipment including all hardware and software in the recording studio.
    3. Business Assets:  All Seller Business Assets are excluded from Assets Transferred to Buyer.      
  5. Early Transfer Prior to Death (“Early Transfer”):  Seller may elect to transfer possession and control of PVWS prior to death.  In the event of an Early Transfer, real estate possession and control will transfer but there will be no Assets Returned to Buyer until Last to Die, unless otherwise agreed to by Seller.


VI.   Two Parcels:        PVWS will be separated into two parcels prior to sale as follows:

  1. Homestead Parcel:  Primary residence and other outbuildings as well as 48 acres of surrounding property will be designated as the Homestead Parcel (certified map to be provided).  The Homestead Parcel is not subject to Conservation Easement restrictions. 
  2. Land Parcel:  Approximately 200 acres of land (primarily wooded) distinct from the Homestead Parcel will be designated as the Land Parcel (certified map to be provided).  The Land Parcel is subject to the restrictions of the Conservation Easement.
  3. Seller has full discretion as to parcel designations. 

VII.   Conservation Easement:        A Conservation Easement is established on the Land Parcel with the following Terms:

  1. Conservation Objectives:  The Conservation Objectives are 1) to maintain and improve spring water quality, 2) perpetuate and foster growth of a healthy forest, 3) maintain and improve wildlife habitats, and 4) manage trails and streams in the PVWS Land Parcel.

 

  1. Restrictions:  The Conservation Easements has the following restrictions
  1. No Subdivisions:  The Land Parcel cannot be subdivided.
  2. No Commercial Logging or Mining for Mineral Rights:  The Land Parcel shall not be used for commercial logging or mining.  The Conservation Easement does not restrict the ability to remove trees and dirt as part of improvements to the property (i.e. maintaining trails, pond construction, etc).
  3. No Commercial Water Rights:  The Land Parcel shall not be used for the selling of water from its springs.


  1. Conservation Easement Management/Enforcement Group:  The West Wisconsin Conservation Group shall be charged with making sure the terms of the Conservation Easement are upheld.


  1. Fair Market Value:  Fair Market Value of the Land Parcel prior to the Conservation Easement will be established by certified appraisal, and is currently estimated at $3,000,000 ($15,000 per acre).  This takes into account the full value of the property through subdividing into 4 units as well as the potential value of the property for logging, mining, and water rights.


  1. Reduced Value Due to Conservation Easement:  The Fair Market Value of the Land Parcel after the Conservation Easement will be established by certified appraisal, and is currently estimated at $1,000,000 ($5,000 per acre).  


  1. Non-Cash Tax Deductible Charitable Contribution:  The Charitable Contribution amount will be established by certified appraisal and in consultation with tax advisors, and is currently estimated at $2,000,000.


  1. Conservation Easement Tax Savings:  An estimation of the Conservation Easement Tax Savings will be calculated by Seller’s tax advisors and submitted to Buyer along with an associated reduction in Purchase Price roughly equal to the Tax Savings.  Buyer can then elect whether they would like to purchase the property with or without the Conservation Easement.  


VIII.   Trust Agreement:        The following terms shall govern the Trust Agreement:

  1. Trust Ownership:  The PVWS Trust shall be established and owned 100% by Buyer (“Trust Grantor or Grantor”).
  2. Trust Beneficiaries:  Seller shall be established as the Trust Beneficiaries, and as such will receive distributions from the Trust through the Last to Die, at which point the remaining funds in the Trust will be returned to Buyer.
  3. Trust Effective Date:  The Trust Effective Date shall be the Closing Date of the transaction, with funds being placed in the Trust at closing. 
  4. Initial Trust Funding:  The PVWS Trust shall be funded with an initial contribution of $___________ by Buyer.  Grantor is allowed to leverage trust funding by utilizing a Portfolio Loan as described further below.  
  5. Portfolio Manager:  Morgan Stanley shall be designated as the PVWS Trust Portfolio Manager, and will manage according to the terms established in the Trust Management Document, and will take direction from an independent corporate trustee (“Trustee”).  Morgan Stanley will submit a document called the LifeView Financial Plan (“Financial Plan”) as an exhibit to the Trust Agreement which outlines the specific details of the Trust financial management strategy.  An annual update to this plan will be submitted to Trustee, Grantor, and Beneficiary which will report the definitive status of the Trust.
  6. Trust Management Document Provisions:
  1. Trust Investment Strategy:  The Trust will have a diverse investment portfolio focused on conservative-moderate returns, with a balance between fixed income, equity, and alternative investments.  Trustee is empowered to flex investment allocation based on prevailing market conditions.
  2. Portfolio Loan:  Morgan Stanley allows for clients to obtain a Portfolio loan for up to 50-60% of Portfolio value.  This loan is not a margin account with federal regulations, but rather is private bank loan directly from Morgan Stanley, with no outside credit reporting.  Grantor is entitled to take out a Portfolio loan to reduce their invested capital in the Trust, and is responsible for all interest and loan repayment on such loan.
  3. Initial Trust Distribution:  The Trust shall distribute an initial amount of $___________ to Seller for capital improvements to the property and Seller initial payment.   
  4. Annual Trust Distribution:  Annual Trust Payments to Seller shall be made to achieve an after-tax purchasing power of $_________ in today’s dollars, with a built-in adjustment mechanism for inflation (This distribution amount is estimated to be __% of Initial Trust Funding) shall be made at the end of each year from the Trust Effective Date.
  5. Trust Collar:  To ensure funds available until Last to Die for both adverse and advantage market conditions, the Trust document shall stipulate that after-tax, adjusted for inflation, purchasing power distributions can be modified by the Trustee by up to 20% in either direction, based on the objective of maintaining enough funds in the Trust Account to satisfy Annual Trust Distributions as well as target a 100% return of Initial Trust Contribution to Buyer.  For clarification, Annual Trust distributions can be reduced by up to 20% should Trustee feel this is necessary given a sustained run of adverse market conditions, or increased by up to 20% in the event of above projection market performance.  
  1. Taxes:  Buyer is responsible for taxes incurred on Trust earnings.  Seller is responsible for taxes incurred on Trust Distributions to Seller. 
  2. Trust Termination:  The Trust will terminate when Last to Die occurs.
  3. Return of Trust Funds:  Upon Trust Termination, all Trust funds, after payment of any outstanding seller debt’s, expenses of last illness, and funeral expenses, shall be returned to the Buyer.


IX.   Confidentiality:        All terms of this agreement are Confidential Information and shall be treated as such.  Buyer and Seller agree not to communicate the terms of the transaction, except for those disclosures required by law. Buyer shall sign a non disclosure agreement prior to the provision of the Offer to Purchase. 


X.  Timing:        It is Seller’s intention to commence the auction process on June 1, 2015 with an initial closing on 9/15/15.  Seller may decide to accept offers before the close of the auction process and may extend the auction process beyond 9/15/15 at their sole election.


XI.  Governing Law/Venue:                This agreement and the entire transaction shall be governed by the Laws of the State of Wisconsin. The venue for any disputes shall be the Circuit Court for Trempealeau County.