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IP #775EDA REQUEST FOR ACTION Originating Department Approved for Agenda Agenda Section Community Development 6 -13 -05 EDA Item No. By: Kirk McDonald, Director of CD Shawn Siders, CD S ecialist BY: 5 PUBLIC HEARING AND PURCHASE AGREEMENT APPROVAL REGARDING A PROPOSED TRANSFER OF REAL PROPERTY, 5207 PENNSYLVANIA AVENUE NORTH TO AVERY HOMES, INC. (IMPROVEMENT PROJECT No. 775) REQUESTED ACTION This is a public hearing regarding the proposed transfer of city owned property at 5207 Pennsylvania Avenue North to Avery Homes, Inc. Staff will give a short presentation and any comments from the public should be taken during this meeting. At the conclusion of the public hearing, staff recommends that the EDA approve a motion closing the public hearing and then approve a resolution authorizing the Mayor and City Manager to execute the enclosed purchase agreement for the sale of the property to Avery Homes, Inc. for the redevelopment of the lot into a single family owner occupied housing unit. If the purchase agreement is approved, the property will be transferred to Avery Homes during the week of June 27, 2005. POLICYIPAST PRACTICE City goal #2 is to pursue the maintenance and redevelopment of commercial and residential properties within the city. The City Council has been addressing the residential portion of this goal through the city's many housing activities, including acquiring properties from willing sellers in designated redevelopment areas. BACKGROUND The EDA acquired the property at 5207 Pennsylvania Avenue North in November 2004. The house on the property was demolished and the site prepared for redevelopment. City staff distributed redevelopment specifications in April 2005 and at its meeting of May 23, 2005, the EDA selected Avery Homes, Inc. as the preferred developer for the site. Avery Homes submitted a house plan that proposed the construction of a two story homes with 2,406 square feet of finished living space with an unfinished basement that would have the plumbing "roughed in" for future expansion of the living space. The plans proposed the construction of an attached two car garage and MOTION BY SE-O- GND-.BY TM y► ,� TO:? '✓ I: \RFA \PLANNING \Housin \5207 Penn \Public Hearin &PA Avery Homes.doc Request for Action June 13, 2005 Page 2 the existing 30'x30' garage on the site would be refurbished to match the existing home. The EDA selected the plans submitted by Avery Homes with the following conditions: 1. The developer constructs a rear patio on the home. 2. The curb cut width is reduced to 24 feet so that it is in compliance with the New Hope City Code. RECOMMENDATION At the conclusion of the public hearing, city staff would recommend that the EDA close the public hearing and consider the enclosed resolution approving the purchase agreement. The purchase agreement contemplates the sale of the property to Avery Homes, Inc. for $75,000. Avery Homes has submitted an executed copy of the purchase agreement as well as a $1,000 "earnest money" deposit. If the purchase agreement is approved at the EDA meeting of June 13, 2005, the construction of the house must be substantially complete by December 15, 2005. ATTACHMENTS o Resolution o Purchase Agreement o Avery Homes, Inc. proposal RESOLUTION NO. 05 - 04 RESOLUTION AUTHORIZING EXECUTION OF PURCHASE AGREEMENT FOR SALE OF PROPERTY LOCATED AT 5207 PENNSYLVANIA AVENUE BE IT RESOLVED by the Economic Development Authority in and for the City of New Hope (the "Authority ") as follows: WHEREAS, the Authority is the owner of that certain real estate legally described as Lot 8, Block 4, Sunset Heights, Hennepin County, Minnesota and more commonly known as 5207 Pennsylvania Avenue (the "Property "); and WHEREAS, it has been proposed that sale of the Property to Avery Homes, Inc. to facilitate construction of a single - family dwelling thereon is in the best interests of the City of New Hope and its people, and that the transaction furthers the Authority's general plan of economic development; and WHEREAS, the Authority has pursuant to Minnesota Statutes Section 469.105 and other applicable laws and regulations called for and held a public hearing regarding such sale of the Property and has accepted public comments, if any, made at said hearing. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority in and for the City of New Hope that the President and Executive Director are authorized to enter into a Purchase Agreement for sale of the Property to Avery Homes, Inc., the terms of which agreement shall be substantially similar to those presented to the Authority on the date of this Resolution. Dated the 13`' day of June, 2005. Attest/: All Daniel J. Donahue, Executive Director WINT O.�- P:\ ATTORNEY\ CMK \CLIENTS\CNH \99 - 113321003 -5207 PENNSYLVANIA AVE RESOLUTION AUTHORIZING PURCHASE AGREEMENT D2.DOC ___ . __ 06/02/2005 11:56 FAX 763 493 5193 JENSEN & SONDRALL, P.A. Q002 PURCHASE AND REDEVELOPMENT AGREEMENT 5207 Pennsylvania Avenue North 1. Parties. This Purchase and Redevelopment Agreement (the "Agreement ") is made on June 13, 2005, between the ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, a public body corporate and politic under the laws of Minnesota having its office located at New Hope, Minnesota, (the "Seller "), and AVERY HOMES, INC., a Minnesota corporation having its office located at 1465 West Medicine Lake Drive, Plymouth, Minnesota, 55441 (the "Buyer "). 2. Offer /Acceptance. The Buyer offers to purchase and the Seller agrees to sell that certain real property commonly known as 5207 Pennsylvania Avenue, which real property is legally described as Lot 8, Block 4, Sunset Heights, Hennepin County, Minnesota (the "Property "). 3. Acceptance Deadline. This offer to purchase, unless accepted sooner, shall be null and void in the event that this offer is not accepted by the Seller no later than 11:00 p.m. June 13, 2005, and if this offer is not accepted by such deadline then all Earnest Money (as that term is defined in Section 4 below) shall be refunded to the Buyer. 4. Price and Terms. The price for the Property is $75,000 (the "Purchase Price ") which the Buyer shall pay as follows: Earnest money of $1,000 by cash or check, the receipt of which is hereby acknowledged by the Seller (the "Earnest Money "), and the balance of the Purchase Price to be paid by certified check or other cleared funds upon on the "Date of Closing ", which for the purposes of this Agreement shall be July 14, 2005, or such other earlier or later date as the parties mutually agree. 5. Personal Property Included in Sale. There are no items of personal property owned by the Seller and currently located on the Property for purposes of this sale. Any materials which constitute fixtures to the garage located on the Property are included in the Property for purposes of this sale. 6. Deed. Upon performance by the Buyer of all pre - closing obligations required of the Buyer under this Agreement, the Seller shall deliver a Quit Claim Deed conveying title to the Property to the Buyer, subject to all conditions subsequent required by Sections 15, 16 and 17 below. 06 /02/2005 11:5 FAX 763 493 5193 JENSEN & SONDRALL, P.A. [a 003 7. Real Estate Taxes and Special Assessments. A. Taxes. The Seller shall pay, on or before the Date of Closing all real estate taxes due and payable in the year 2004 and prior years. Real estate taxes due and payable in the year 2005 shall be prorated as of the Date of Closing between the Buyer and the Seller. B. Assessments Levied. The Seller shall on the Date of Closing also pay any special assessments levied against the Property as of the date of this Agreement, including those certified for payment with taxes due and payable in 2005. C. Assessments Pending. The Seller represents that as of the date of this Agreement there are no special assessments pending with respect to the Property. If a special assessment becomes pending after the date of this Agreement and before the Date of Closing, the Buyer may, at the Buyer's option: 1. Assume payment of the pending special assessment without adjustment to the Purchase Price of the property; or 2. Require the Seller to pay the pending special assessment, in which case the Purchase Price at closing of the transaction contemplated by this Agreement shall increase by an amount equivalent to the estimated amount of the pending assessment; or 3. Declare this Agreement null and void by written notice to the Seller, in which case the Earnest Money shall be either: (i) retained by the Seller if the estimated amount of the pending assessment is equal to or less than $1,500.00, or (ii) refunded to the Buyer if the estimated amount of the pending assessment is over $1,500.00. 8. Closing Costs and Related Items. The Seller shall be responsible for the following costs: (a) recording fees and conservation fees for any instruments which might be required to establish marketable title prior to transfer of such to the Buyer; (b) deed transfer tax and conservation fees required to be paid in connection with the quit claim deed to be given by the Seller pursuant to this Agreement; and (c) the cost of a title insurance commitment for the Property. The Buyer shall be responsible for the payment of the following costs: (1) recording fees required to be paid in connection with the quit claim deed to be given by the Seller pursuant to this Agreement; (2) closing fee, if any, and (3) title insurance premium, if the Buyer elects to purchase title insurance. Each party shall be responsible for its own attorneys' fees and costs. Page 2 of 14 06102/ 11:57 FA 763 4 5 193 JENSEN & SONDRALL, P.A. U004 9. Sewer and Water. A. The Seller warrants that city water: X is available at the front lot line Melt will be available at the front lot line by , 20_ B. The Seller warrants that city sewer: X is available at the edge of the street pavement OR _ will be available at the edge of the street pavement by , 20_. C. The Buyer warrants that upon exposure of the end of the sewer stub during the course of the Buyer's post- closing site preparation work, the Buyer or one of its agents will call the Department of Public Works for the City of New Hope at 763- 592- 6777 and have the wye inspected before doing further work. If the wye is found to be in poor condition, the'Buyer acknowledges that the City may require the Buyer to replace the stub to the wye and the Buyer warrants that the Buyer will comply with such request. If such replacement work is required, the Seller warrants that the Seller will reimburse the Buyer for reasonable costs related to such work as follows: X Upon receipt of invoices providing itemized detail of the additional work and expenses for replacing the sewer stub from the edge of the street pavement to the wye, the Seller will reimburse the Buyer for reasonable expenses related to this work. Buyer will submit invoices to Shawn Siders at the Seller address listed above. N/A Upon completion of the sewer stub replacement and backfilling with acceptable granular material, the City of New Hope's street maintenance crew will replace the street pavement at no cost to the Buyer. The Buyer will coordinate this work through Shawn Siders at 763 - 531 -5137. 10. Condition of Property. The Buyer acknowledges that the Buyer has inspected or has had the opportunity to inspect the Property and the Buyer accordingly accepts the Property "AS IS ". Notwithstanding the forgoing language, the Buyer has the right (at the Page 3 of 14 06/02 FAX 763 493 5193 JENSEN & SONDRALL, P.A. IM005 Buyer's option and at the Buyer's sole expense) to take soil samples from the Property for the purpose of determining if the soil is suitable for construction of the dwelling described in Section 15 below. If the soil is reasonably determined by the Buyer to be unacceptable for such construction then the Buyer may rescind this Agreement by written notice to the Seller, in which case this Agreement shall be null and void and all Earnest Money shall be refunded to the Buyer. THE BUYER ACKNOWLEDGES THAT, EXCEPT AS SPECIFICALLY OUTLINED IN SECTION 9 ABOVE WITH RESPECT TO UTILITIES, THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF THE PROPERTY. 11, Title Review & Objections. As soon as reasonably practicable after the date of this Agreement, the Seller shall furnish to the Buyer a commitment for title insurance or (at the Seller's sole option) a registered property abstract or an updated abstract of title to the Property, certified to date to include proper searches covering bankruptcies, state and federal judgment and liens. The Buyer shall have ten (10) business days after receipt of the abstract or title commitment to examine the same and to deliver written objections to title, if any, to the Seller. 12. Title Clearance In the event that the Seller in its reasonable discretion deems the Buyer's title objections reasonable, the Seller shall (at the Seller's cost) proceed to correct all of objectionable matters by the Date of Closing, or such later date as the parties may agree to. However, if title to the Property cannot be made marketable or is not made marketable by the Seller by the Date of Closing, then the Buyer (at the Buyer's sole option) may either (i) declare this Agreement null and void by written notice to the Seller, in which case neither party shall be liable for damages hereunder to the other, the parties shall sign a cancellation of Agreement in the standard form used in the current market, and the Earnest Money shall be refunded to the Buyer, or (ii) waive the objection(s) remaining unaddressed, in which case the parties will proceed to closing. Notwithstanding any of the forgoing language, if the Buyer raises a title objection which the Seller in its reasonable discretion determines is unrelated to marketability of the Property, the Seller shall have no obligation to correct such matter and the parties shall proceed to closing. 13. Well Disclosure. The Seller certifies that the Seller does not know of any wells on the property; no X Wells on the subject real property are disclosed by the Seller on the Well Disclosure form included in Exhibit A attached hereto and made a part hereof. Page 4 of 14 06/0L/2005 11:57 FAX 763 493 5193 JENSEN & SONDRALL, P.A. 006 14. Individual Sewage Treatment System Disclosure. X The Seller certifies that there is no individual sewage treatment system on or serving the property; OR Individual sewage treatment systems on or serving the property are disclosed by the Seller on the attached disclosure statement. 15. Construction of Dwelling. The Buyer agrees and covenants that the Buyer will construct (or cause to be constructed) a new single - family dwelling on the Property. This covenant shall survive the delivery of the deed. A. The single - family dwelling described in this Section is referred to hereafter as the "Minimum Improvements." B. The Minimum Improvements shall consist of a new single- family dwelling, and shall be constructed substantially in accordance with the Request for Proposal Specifications attached hereto and made a part hereof as Exhibit B, the proposal submitted by the Buyer to Seller attached hereto and made a part hereof as Exhibit C. _ In addition to the requirements outlined in Exhibits B and C, the Minimum Improvements shall be constructed substantially in accordance with the conditions of acceptance imposed by the Seller at the Seller meeting approving this Agreement, which conditions are attached hereto and made a part hereof as Exhibit D; ma _ The Seller did not adopt construction requirements /conditions beyond those listed in Exhibits B and C. C. Construction of the Minimum Improvements must be substantially completed by December 15, 2005. Construction will be considered substantially complete when a final certificate of occupancy has been issued by the City of New Hope Building Inspector. D. Promptly after substantial completion of the Minimum Improvements in accordance with the provisions of this Agreement which relate solely to the obligations of the Buyer to construct such Minimum Improvements (including but Page 5 of 14 06/02/2005 11:58 FAX 763 493 5193 JENSEiti & SONDRALL, P.A. Q007 not limited to the date for completion thereof), the Seller will at the request of the Buyer furnish the Buyer with a certificate of completion for such improvements (the "Certificate of Completion "), which shall be (and it shall be so provided in the deed required under this Agreement and in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants relating to the obligations of the Buyer (and its successors and assigns) to construct the Minimum Improvements and the dates for completion thereof. The Certificate of Completion shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments that pertain to the Property. If the Seller shall refuse or fail to provide a Certificate of Completion in accordance with the provisions of this Section, then the Seller must, within thirty (30) days after written request by the Buyer, provide the Buyer with a written statement outlining in reasonably adequate detail the reasons that the Seller is of the opinion that the Buyer has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or the reasons that the Seller is of the opinion that the Buyer is otherwise in default. A writing required of the Seller under this Section must additionally outline the measures or acts that will be necessary, in the opinion of the Seller, for the Buyer to take or perform in order to obtain a Certificate of Completion. E. The Buyer represents and agrees that at the time of the Buyer's signing of this Agreement and at all times until issuance of the Certificate of Completion: 1. The Buyer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Property (or any part of the Agreement or Property or any interest in the Agreement or the Property), or any contract or agreement regarding any of the aforementioned actions, to any person or entity (collectively, a "Transfer "), without the prior written approval of the Seller's board of commissioners. Notwithstanding the foregoing language, the term "Transfer' ' does not include encumbrances made or granted by way of security for, and only for, the purpose of obtaining construction, interim financing or permanent financing necessary to enable the Buyer (or any successor in interest to the Property or any part thereof) to construct the Minimum Improvements or any component thereof. 2. If the Buyer seeks to accomplish a Transfer before issuance of the Certificate of Completion, the Seller shall be entitled to require as conditions to such Transfer that: a. any proposed transferee shall have the qualifications and financial responsibility which are, in the reasonable judgment of the Seller, Page 6 of 14 06/02/2005 11:58 FAX 763 493 5193 JENSEN & SONDRALL P.A. [a 008 necessary and adequate to fulfill the obligations undertaken in this Agreement by the Buyer as to the portion of the Property to be transferred; and b. any proposed transferee, by instrument in writing satisfactory to the Seller and in form recordable in the public land records of Hennepin County, Minnesota, shall, for itself and its successors and assigns, and expressly for the benefit of the Seller, have expressly assumed all of the obligations of the Buyer under this Agreement as to the portion of the Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Buyer is subject as to such portion; and the Buyer specifically agrees for itself and its successors that any statement, action or inaction by a transferee of (or any other successor in interest whatsoever to) the Property, or any part thereof, to the effect that the transferee (or successor) shall not, for whatever reason, have assumed obligations under this Agreement or so agreed, then such statement, action or inaction shall not (unless otherwise specifically provided in this Agreement or agreed to in writing by an authorized representative of the Seller, and only to the extent so provided in this Agreement or a separate writing by an authorized representative of the Seller) operate to deprive the Seller of any rights or remedies or controls with respect to the Property (or any part thereof or the Minimum Improvements (or any part thereof) or the construction of the Minimum Improvements (or any part thereof); it being the intent of the Buyer and the Seller as expressed in this Agreement that (to the fullest extent permitted at law and in equity, and excepting only in the manner and to the extent specifically provided otherwise in this Agreement or a separate writing) no transfer of, or change with respect to, ownership in the Property, or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Seller of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Property that the Seller would have had in the event that there had been no such transfer or change. In the absence of a specific written agreement by the Seller to the contrary, no such transfer or approval by the Seller thereof shall be deemed to relieve the Buyer (or any other party bound in any way by this Agreement or otherwise with respect to the Property) from any obligations with respect thereto. Page 7 of 14 06/02/2005 11:58 FAX 763 493 5193 JENSEN & SONDRALL P.A. t'�].009 C. Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Property governed by this subsection E. shall be in a form reasonably satisfactory to the Seller. 3. If the conditions described in Subsection 2 above are satisfied, then a Transfer will be approved and the Buyer shall be released from its obligation under this Agreement, but such release shall apply only as to the portion of the Property that is transferred, assigned, or otherwise conveyed. The provisions of this Subsection 3 apply to all subsequent transferors. 4. Upon issuance of the Certificate of Completion, the Buyer may transfer or assign the Minimum Improvements and/or the Buyer's rights and obligations under this Agreement with respect to such property without the prior written consent of the Seller. F. The Buyer agrees that (i) it will use the Minimum Improvements only as a single - family dwelling, (ii) it will not seek exemption from real estate taxes on the Property under State law, and (iii) it will not transfer or permit transfer of the Property to any entity whose ownership or operation of the property would result in the Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City of New Hope or to the Seller in accordance with this Agreement). The covenants in this Section run with the land, survive both delivery of the deed and issuance of the Certificate of Completion for the Minimum Improvements, and shall remain in effect for at least 30 years after the Date of Closing. 16. Default/R.evesting Title in Seller upon Happening of Event Subsequent to Conveyance to Buyer. A. Buyer Default Before Closing. If title to the Property is not currently marketable or is not made marketable as provided herein, then the terms of Section 12 above shall apply. If title to the Property is currently marketable, or is made marketable as provided herein, and the Buyer before closing defaults as to any of the Buyer's obligations outlined herein, the Seller may elect either of the following options, as permitted by law: Cancel this Agreement as provided by statute and retain the Earnest Money and any other payments made hereunder as liquidated damages; in the event that payments made hereunder include a note, the parties acknowledge their intention that such note is to be deemed a down Page 8 of 14 06/02/2005 11:58 FAX 763 193 5193 JENSEN & SONDRALL, P.A. [j010 payment note and may be presented for payment notwithstanding cancellation of this Agreement; 2. Seek specific performance within six months after such right of action arises, including costs and reasonable attorney's fees. B. Seller Default Before Closing. If title to the Property is not currently marketable or is not made marketable as provided herein, then the terms of Section 12 above shall apply. If title is marketable, or is made marketable as provided herein, and the Seller defaults as to any of the Seller's obligations outlined herein, the Buyer may elect either of the following options, as permitted by law: 1. Seek damages from the Seller including costs and reasonable attorney's fees; 2. Seek specific performance within six months after such right of action arises. C. Post - closing Default as to Construction of Minimum Improvements. In the event that after conveyance of the Property (or any part thereof) to the Buyer and before receipt by the Buyer of the Certificate of Completion there is a failure on the part of the Buyer, subject to "Unavoidable Delays" (as that term is defined below), to carry out any obligation with respect to construction of the Minimum Improvements (including but not limited to the nature of the improvements and the date for the completion thereof), or if the Buyer abandons or substantially suspends construction work then the Seller shall have the right to re -enter and take possession of the Property unless such failure, abandonment, or suspension is cured, ended, or remedied within thirty (30) days after written demand from the Seller with respect to the failure, abandonment or suspension. Upon such re -entry and re- taking of possession the Seller may terminate (and revest in the Seller) the estate previously conveyed by deed to the Buyer pursuant to this Agreement, it being the intent of this provision together with other provisions of this Agreement that the conveyance of the Property to the Buyer shall be made upon (and that the deed delivered in connection with this Agreement shall contain a condition subsequent to the effect that) the understanding that in the event of any default on the part of the Buyer with respect to the Minimum Improvements and failure on the part of the Buyer to remedy, - end, or abrogate such default within the period and in the manner stated herein then the Seller at its sole option may declare a termination in favor of the Seller of the title and additionally of all rights and interests of the Buyer (and the Buyer's successors or assigns), and that the Seller may der declare that all of the rights and interests in and to the Property (including any improvements or rights subsequently added to the Property) shall revert to the Seller, but only if the events stated in this Section have not been cured within the time periods provided above. Page 9 of 14 06/02/2005 11:58 FAX 763 493 5193 JENSEN & SONDRALL, P.A. loll Notwithstanding anything to the contrary contained in this Section, the Seiler shall have no right to reenter or retake title to and possession of a portion of the Property for which a Certificate of Completion has been issued. For the purposes of this Agreement, the term "Unavoidable Delays" means delays beyond the reasonable control of the Buyer and which are the direct result of strikes or other labor troubles; damage to the Minimum Improvements due to prolonged adverse weather, acts of God, fire or other casualty; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or acts of any federal, state or local governmental unit (other than the Seller in exercising its rights under this Agreement) which directly result in delays. The term "Unavoidable Delays" shall not include delays in the Buyer's efforts to obtain permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under this Agreement. 17. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in the Seller of title to and/or possession of the Property (or any part thereof) as provided in Section 16 above, the Seller shall apply the Purchase Price as follows: A. First, to reimburse the Seller for all costs and expenses (including but not limited to proportionate salaries of personnel) incurred by the Seller in connection with the recapture, management, and resale of the Property or any part thereof (but less any income derived by the Seller from the Property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part thereof (or, in the event the Property is exempt from taxation or assessment or such charge during the period of ownership thereof by the Seller, an amount, equal to such taxes, assessments, or charges [as determined by the Seller assessing official] as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or any part thereof at the time of revesting of title thereto in the Seller or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Buyer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Minimum Improvements or any part thereof on the Property or any part thereof; and any amounts otherwise owing the Seller by the Buyer or its successor or transferee; and B. Second, to reimburse the Buyer for the balance of the Purchase Price remaining after the reimbursements specified in Subparagraph A above. Such reimbursement shall be paid to the Buyer upon delivery of an executed, recordable warranty deed to the Property by the Buyer to the Seller. Page 10 of 14 06/02/2005 11:59 FAX 763 493 5193 JENSEN & SONDRALL, P.A. 18. Time is of the essence for all provisions of this Agreement. 19. Notices. All notices required herein shall be in writing and delivered personally or mailed to the address for the applicable party as shown in the introduction to this Agreement and, if mailed, are effective as of the date of mailing. 20. Minnesota Law. This Agreement shall be governed by the laws of the State of Minnesota. 21. No Broker Involved. The Seller and Buyer represent and warrant to each other that there is no broker involved in this transaction with whom the representing and warranting parry has negotiated or to whom the representing and warranting party has agreed to pay a broker commission. The Buyer agrees to indemnify the Seller for any and all claims for brokerage commissions or finders' fees incurred in connection with negotiations for purchase of the Property and arising out of any alleged agreement or commitment or negotiation by the Buyer, and the Seller agrees to indemnify the Buyer for any and all claims for brokerage commissions or finders' fees incurred in connection with negotiations for purchase of the Property and arising out of any alleged agreement or commitment or negotiation by the Seller. 22. Specific Performance. This Agreement may be specifically enforced by the parties, provided that an action is brought within six months of the date of alleged breach of this Agreement. 23. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Seller or Buyer is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 24. No Merger of Representations, Warranties. All representations and warranties contained in this Agreement shall remain separate from and shall not be merged into any instruments or conveyance delivered at closing, and the parties shall be bound accordingly. 25. Recording. A Memorandum of Agreement in form and content reasonably acceptable to the Buyer may at the option of the Seller be filed of record with the Hennepin County Registrar of Titles or Office of Recorder, as the case may be. The Seller shall pay all recording costs in connection with such memorandum. Page 11 of 14 06/02/2005 11:59 FAX 763 493 51.93 JENSEN & SONDRALL, P.A. 0]013 26. Counterparts. This Agreement may be signed in counterparts, each of which is binding upon the signing party when executed by that party and together which shall constitute a single instrument. [The Remainder Of This Page Is Intentionally Left Blank — Signature Pages Follow] Page 12 of 14 06/02/2005 11:59 FAX 763 493 5193 JENSEN & SONDRALL, P.A. Z014 In witness of the foregoing, the parties have executed this Agreement as of the year and date written above. SELLER: Economic Development Authority in and for the City of New Hope By: By: ' / 1Pre' Executive Direc or STATE OF MINNESOTA COUNTY OF HENNEPIN ss. The foregoing was acknowledged before me this /sue day of " Aj- 2005, by Martin E. Opem Sr. and Daniel J. Donahoe, the President and Execut e Director of Economic Development Authority in and for the City of New Hope, a public body corporate and politic under the laws of Minnesota, on behalf of the Authority. t WaNal Page 13 of 14 06/02/2005 11:59 FAX 763 493 5193 JENSEN & SONDRALL, P.A. BUYER: Avery Homes, Inc. By: Michael E. Avery President STATE OF MINNESOTA COUNTY OF HENNEPIN } ss. M The foregoing was acknowledged before, me this D�in,-� of � 2005, by � � , the of Avery Ho es, Inc. a Minnesota corporation, 6n behalf of the corporation. This document drafted by: Jensen & Sondrall, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 PA Attorney \CmklClientslCNH \99 - 31332\5207 Pennsylvania Ave Purchase & Redevelopment Agreemcnt Mdoc LINDA C. SVItE 'Sy NOTARY PU9UC • MINNESOTA MY CanM491M ExplW Jan. 31,.2010 Page 14 of 14 PROPOSAL TO THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF NEW HOPE (EDA) 5207 Pennsylvania Avenue North Lot 8, Block 4, Sunset Heights Addition, Hennepin County, Minnesota Construction of the house shall be completed by the builder as specified in the attached site sketch, floor plan and building elevations, and in accordance with the "Specifications for Construction of a New Single Family House at 5207 Pennsylvania Avenue North. The house shall be completed no later than November 13, 2005. Price to be paid by the builder for the subject property: 7 S, 000- 00 Builder Information: (Builder is required to be a licensed Residential Building Contractor by the state of Minnesota.) Name: orne-s, Nt. State License Number: a00�j9 P19; W'0 -0.e1 E. Aver Telephone Number: - 7G3 - 5 Fax Number: 763 5 5 '7 - 01 Q 6 Address: 1465 W. lVlediC -142 L ike �r City I�ov _ State M � Zip S '/4/I ! P"" , 5 gio5 Authoriz d Signa Date Required Attachments and Additional Information: Site Sketch showing the footprint of the proposed house (drawn to 1 " =20' scale on survey provided) Floor plan of the proposed house (drawn to 1 " =8' scale) on 81/2" x 11" paper V Elevations of all sides of the proposed house (drawn to 1 " =8' scale for all elevations) on 81/2" x 11" paper Vr List of references V The EDA will only sell lots to builders who have experience in house construction in Minnesota. Please list the addresses of three houses you have built in Minnesota in the last three years: 4 5 :%L Ave N Crry +c' i M0 J 3. 15 -r"7`[ .S+ Am4rews Lcwe Nw 90'rAseyy a M N RETURN THIS COMPLETED FORM WITH THE REQUIRED ATTACHMENTS TO: KIRK MCDONALD CITY OF NEW HOPE 4401 XYLON AVENUE NORTH NEW HOPE, MINNESOTA 55428 NOTE: PROPOSALS MUST BE SUBMITTED BY MAIL OR IN PERSON. FAXED PROPOSALS WILL NOT BE ACCEPTED. PROPOSALS ARE DUE TUESDAY, MAY 10, 2005 AT 2 P.M. N W �� E S • �•. Proposed Top of Block Proposed Garage Floor Proposed Lowest Floor Type of Building — HY -LAND SURVEYING, P.A. LAND SURVEYORS 8700 Jefferson Highway Osseo, Minnesota 55369 PHONE (763) 493 -5761 FAX (763) 493 -5781 Sitrorgurz Trdifiratr NOTE: PROPERTY CORNERS SET BY DEVELOPERS SURVEYOR BENCHMARK: RAILROAD SPIKE EAST FACE OF POWER POLE AT N.E. CORNER OF LOT ELEVATION: 909.41 FEET + Z 5 �w ww C0 � QQ zw O `} o J O F— ln X113 i\ - 135.00- o tiI qp no -J'%,30 .3 o +G -e Ma LOT 8, BLOCK 4, SUNSET HEIGHTS This survey Is certified only to the above named person or persons and not to subsequent owners, mortgages or title Insurers, The only easements shown are from plats of record of Information provided by client. All bullding dimensions and floor elevations must be verified by client. I hereby certify that this survey was prepared by me or under my direct supervision, and that I am a duly Registered Land Surveyor under the laws of the State of Minnesota. Surveyed by us this 7th day of April 20 05 Signed: INVOICE N0. 28751 F. B. N0. 3D0/26 SCALE 1"= 20' O Denotes iron Monument '- ❑ Denotes Wood Hub Set For Excavation Only x000.0 Denotes Existing Elevation Denotes Proposed Elevation "E -- - Denotes Surface Drainage Property Located In Part Of 1 4 Sec. _, Twp. _ R. _ - 907.3'7 M U r U U z 0 U t t H T V1 9ozs3 �-�1 W Milton E. Hyland, Mi Reg. No. 20262 0 CD d O ,s r` tl CL�.5a�rJa h SHARED X131 BITUMINOUS m DRIVEWAY - -135.00- I no -J'%,30 .3 o +G -e Ma LOT 8, BLOCK 4, SUNSET HEIGHTS This survey Is certified only to the above named person or persons and not to subsequent owners, mortgages or title Insurers, The only easements shown are from plats of record of Information provided by client. All bullding dimensions and floor elevations must be verified by client. I hereby certify that this survey was prepared by me or under my direct supervision, and that I am a duly Registered Land Surveyor under the laws of the State of Minnesota. Surveyed by us this 7th day of April 20 05 Signed: INVOICE N0. 28751 F. B. N0. 3D0/26 SCALE 1"= 20' O Denotes iron Monument '- ❑ Denotes Wood Hub Set For Excavation Only x000.0 Denotes Existing Elevation Denotes Proposed Elevation "E -- - Denotes Surface Drainage Property Located In Part Of 1 4 Sec. _, Twp. _ R. _ - 907.3'7 M U r U U z 0 U t t H T V1 9ozs3 �-�1 W Milton E. Hyland, Mi Reg. No. 20262 r -_- _ ' i x S . s N�, u sle� neemmg. RII peNon wells to be Named so insulailon can be Installed after sheathing. All exterior openings to be wuiked. All sill plates to have sealer. 6 mill vapor barrier on warm side of building seal all seams, openings and plate lines. All sheathing joints not supported by framing to be caulked. J. Boxes or solid blocking required for siding to complete seal of weather projection and air barrier. Insulatlnn. Afllc access to be sealed with caulk or unbroken sprayed ceiling joint- smobih cigs. to be weather stripped. Window minimum 'U* value .29 csmts .31stidem, Exterior doorminimum'U' value .38. Sealed electrical boxes in exterior walls, Aoollanu- Am I[jaAtk= (Path Category One) Furnace 90% high erfidency- sealed. Water healer and fireplaces to be direct vent. Clothes Dryer_dm f ventilation req d_dm f people vent cdm supplemental dm f bath tans _dm hry dm. Maximum dm an any one appliance - 700 c.f.m. Rry E K s E PLAN I r r te•-, / `�� ✓� �, •J, y��y p� .. :.7>`t e ,.i cy. + MINI I ,I Y r October 11, 2007 Michael E. Avery 1465 W. Medicine Lake Road Plymouth, MN 55441 RE: 5207 Pennsylvania Avenue North Dear Mr. Avery: With this letter the City of New Hope authorized the release of the escrow being held on the above property. Please provide your title company with a copy of this letter. Thank you for your participation in the redevelopment of the property at 5207 Pennsylvania Avenue North in New Hope. Sincerely, Curtis Jacobsen Community Development Specialist CITY OF NEw HOPE 4401 Xylon Avenue North * New Hope, Minnesota 55428-4898 * www. ci.new-hope.nin.us City Hall: 763-531-5100 + Police (non-emergency): 763-531-5170 * Public Works: 763-592-6777 * TDD: 763-531-5109 City Hall Fax: 763-531-5136 * Police Fax: 763-531-5174 + Public Works Fax: 763-592-6776 ESCROW AGREEMENT DATE; - S/ 10.6 CASE NO. 62462 RE; 5207 Pennsylvania Ave. No., New Hope GUARANTY TITLE. INC. (hereinafter referred to as Escrow Agent) has received $ 2,000-00 which Escrow Agent is authorized to hold in trust -until the ' following terms arld,'conditions have been complied with:, COMPLETION OF SOD Upon satisfactory completion of said terms and conditions, on or before 7115/06 Escrow Agent is authorized to deliver the escrowed monies to Avery Homes.•Inc. After said date the 'escrowed moni be use to complete above. Any monies deposited with Escrow Agent shall be held in a non-inTere_-t bearing fiduciary account. In the event that anv dispute or questions arise conc.ernIng the appropriate distribution or disposition of the funds hereunder, the parties hereto do horaby agree and authorize the Escrow Agent, at its election, to hold nay and/or documents hereunder until an action shall be - brought in a Court of competent jurisdiction to determine the rights of the parties here-to, or to interpl'ead.:said parties by an action brought in any such court.' Deposit by the Escrow Agent of said documents and/or funds, after deducting therefrom Escrow 'Agent's charges and expenses and attorney's fees incurred in connection with any such Court action, Shall relieve Escrow Agent of all further liability and responsibility. The parties here do hereby indemnify and save harmless Escrow Agent against all costs, damages, attorney's fees, expen and liabilities, which it may incur or sustain in connection with these instructions or the escrow created thereby, or any Court action arising ' therefrom and will pay upon d ' emand and, Escrow Agent shall have the right to deduct such items from the escrowed fund* being I-laid by it. The escrowed items shall be A_YERY HOMLS A , forwarded to the indicated person at the following address; CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the Economic Development Authority in and for the City of New Hope, a public body corporate and politic under the laws of the State of Minnesota (the "Grantor "), by a Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for the County of Hennepin and State of Minnesota, as Deed Document Number has conveyed to Avery Homes, Inc., a Minnesota corporation (the "Grantee "), the following described land in the County of Hennepin, State of Minnesota: Lot 8, Block 4, Sunset Heights, according to the recorded plat thereof, and WHEREAS, said Deed was delivered pursuant to a Purchase and Development Agreement dated June 13, 2005, which agreement included a Grantee covenant to construct certain improvements on the Property within a specified time period; and WHEREAS, by the terms of the June 13, 2005 Purchase and Development Agreement the Grantee's covenant regarding the construction of improvements to the land survived the Grantee's acquisition of the land and continued to be binding upon the Grantee as a condition subsequent; and WHEREAS, the June 13, 2005 Purchase and Development Agreement included certain other conditions subsequent, some of which were intended by the Grantor and the Grantee to survive delivery of this Certificate of Completion; and WHEREAS, the Grantee has to the satisfaction of the Grantor substantially completed construction of the improvements required by the above - referenced Agreement. NOW, THEREFORE, this is to certify that the Grantee has, in conformance with certain covenants specified in the Purchase and Development Agreement between Grantor and Grantee dated June 13, 2005, substantially completed construction of the "Minimum Improvements" as defined in and required by the terms of that Agreement and accordingly this Certificate of Completion shall serve as a conclusive determination of satisfaction and termination of all agreements and covenants (including the dates for completion thereof) relating to the obligations of the Grantee (and its successors and assigns) to construct Minimum Improvements on the real estate known as Lot 8, Block 4, Sunset Heights, County of Hennepin, State of Minnesota EXCEPT THAT Grantee specifically acknowledges and agrees, on behalf of itself and is successors and assigns, that the following covenants shall run with the land and survive both delivery of the deed for said property and of this Certificate of Completion: 1. The Minimum Improvements shall until at least June 30, 2035, be used only as a single- family dwelling; 2. The owner of the Minimum Improvements and/or the property on which the Minimum Improvements are situated will not seek exemption from real estate taxes on said property under State law; 3. The owner of the Minimum Improvements and/or the property on which the Minimum Improvements are situated will not transfer or permit transfer of said property to any entity whose ownership or operation of the property would result in the property being exempt from real estate taxes under State law (other than any portion thereof being dedicated or conveyed to the City of New Hope or to the Economic Development in and for the City of New Hope) Dated: /G� /� , 200 NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY c By Its Exe ' tive Director STATE OF MINNESOTA ) ss COUNTY OF HENNEPIN ) On this /f day of � , 20 Uf, before a notary public within and for Hennepin County, personally appeared to me personally known who by me duly sworn, did say that he is Executive Director, of the Economic Development Authority in and for the City of New Hope, a public body corporate and politic under the laws of Minnesota, and acknowledged the foregoing instrument on behalf of said body. Notary Public y yA, II S „u5 /4Z /ZVV0 11:45 Y'AA 7tid 49J 0195 JENSEN & SONDRALL. P.A. 1 0 002 QUIT CLAIM ]DEED Corporation, Partnership or Limited Liability Company to Corporation, Partnership or Limited Liability Company STATE DEED TAX DIM HEREON: S : 2f S Dat:c: 7kj ryn-e- ' 2005. FOR VALUABLE CONSIDERATION, the Economic Development Authority in .anti for the City of New Hope, a public body corporate; and politic under the laws of the State of Minnesota, Grantor, hereby convoys and quitclaims to Avery Homes, Inc., a Minnesota corporation, Grantee, real property in Hennepin County, Minnesota, described as follows: Lot 8, Block 4, Sunset Heights, according to the recorded plat thereof, and situate in Hennepin County, Minnesota; SuWect to and together with easements, restrictions and covenants of record; together with all hereditannents and appurtenances. Check box if applicable: The seller certifies that the seller does not know of any wells on the described real property. )t A well disclosure certificate accompanies ilnis document. I nrn familiar with the property described in this instrument and I cortif'y lha.1. dac status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. ECONOMIC DEVFT,OP.MFNT .ATTTHORTTY IN AND FOIR T 13 CITY O0�� FNEW HOPE B y- Martin Ob pem S It's: resident By: Daniel J. DonhTiue Its: Exe-cutive Director STATE OF MINNESOTA ss. COUNTY OF HENNFPTN The foregoing instrument was acknowledged before n1c this- day of U , 2005, by Martin E- Opem and Daniel J. Donahue, the President and Executive Director, re ectively, of the Economic Development Authority in and for the City of Now Hope, a Public body corporate and politic under the laws of the State of Minnesota on behalf of the Authority, Grantor. (Notarial Stamp or Seal) 7 ✓ALERIE LEONE - - NOTARY PUBLIC - MINNESOTA L My Commission Explrea Jan. 31, 2010 Nottary Public Check here if part or all of the land is Registered (Torrens) 9 03/23 1 2006 11:43 FAX 763 493 5193 JENSEN & SONDRALL. P.A. Qj003 TIIIS INSTRUMENT TDRAFTED BY: Tax Statements for the real property described in this instrurnent should be sent to: Jensen & Sondrall, P.A. 8525 Edinbrook Crossing, Suite 201 Avery Homes, Tne. Brooklyn Perk, MN 55443 Attn: .Mike Avery (763) 424-8811 1465 West Medicine Lake Drive Ylyrnouth, MN 55441 P:\Attomey \['ank \Clients \CNH\49 -11332 \008 -5207 Pennsylvania Ave Safe - QCD.doc 2 03/2° ";/2006 11:43 FAX 763 493 5193 JENSEN & SONDRALL, P.A. R 004 CASING(S) "+•' "�" E G T 1 f+ L � ('f ai Diameter Depth Sot in overalze hole? Annular -p- me initially grouled7 r in. from_ to ft. 0 Yee f+VN4 ❑ Yes ❑ No ,pf Unknown r 03 -06 -2006 12:11pm From -CITY OF NEW HOPE 7635315136 T -915 P.002 /002 F -181 Outside: 0 Well House Mettle: ❑ Rasoment Onset in, from to ft. ❑ Yes ❑ No ❑ Yes ❑ No ❑ Unknavm WELL OR BORING LO MINNESOTA DEPARTMENT OF HEALTH Minnesota Wolf and Boring H 3 0 9 0 o q Dainty Name WELL AND BORING SEALING RECORD .. }. ) 1 ,stun on n ts„a .t Minn eso aUnique Well No f L �< �• 7t l� /7 Minnesota SM(Ufds, Chapter f031t or W- sorfes No. I,rew txd , xv „ attna,ni Township Net Tpwftsnlp No. Rango No. Section No. Fndon lam s ig) Dato Sealed Date Wei( or Borhtg Constructed Type of Obstructions (Descdi e) '> eepiooGICAL MATERIAL COLOR !7,o GPS Latitude LOCA7TON: degroos minutes saconde - Depth Before sealing � a Z k, Original Depth k. Longitude degrees minutes "Cane AOUIFER(S) [0 SingleAquifdr ❑ Multraquifor PUMP Type STATIC WATER LEVEL Nitnierianl SlreatAddress Or t=ire Number and City of Wait or Boring Lcration �f^ - . L ./, r '! ! i ti 4 .. 1 -I f Z Measured ❑ Estimated WELL/9ORIND Water Supply Well ❑ Montt. Well 9 Env. Rare Hole Olhor Show exact location of well br boring Sketch map at well or baring in with 7P .;option grid location, stowing property ❑ k, Abslaw ❑ above land eurface —N- . anon, foods, and triledtn - .�� CASING TYPWSI p .. i ��� j L — � Steel [] Plastic Q Tile ❑ Othor CASING(S) "+•' "�" E G T 1 f+ L � ('f ai Diameter Depth Sot in overalze hole? Annular -p- me initially grouled7 r in. from_ to ft. 0 Yee f+VN4 ❑ Yes ❑ No ,pf Unknown WELLHEAD COMPLEnoN Outside: 0 Well House Mettle: ❑ Rasoment Onset in, from to ft. ❑ Yes ❑ No ❑ Yes ❑ No ❑ Unknavm Ar A- I a El PillQ65 AdapteNUnit ❑ well Pit W�IZ; OWNER'S NAMFJCOMPANY NAME .. }. ) 1 ,stun on n ts„a .t 13uriad ROPERTY OWNER'S NAMVCOM ANY NAM H CASING(S) G T 1 f+ L � ('f ai Diameter Depth Sot in overalze hole? Annular -p- me initially grouled7 r in. from_ to ft. 0 Yee f+VN4 ❑ Yes ❑ No ,pf Unknown ,P ^ lty owrara ftilft addtass if mdamrit than well lo6u nt a): addm= Indicated above • " in, from to ft. ❑ Yes ❑ No ❑ Yes ❑ No ❑ Unknavm in. from— to ft, ❑ Yee ❑ No ❑ Yes ❑ No Q Unknown W�IZ; OWNER'S NAMFJCOMPANY NAME SCREEWOPEN HOLE ) Screen from to ft. Open Hole from t0 ft. ell owndrb owing zddtwA ft dlfftimathan property owners eddreee indicated abava ' ` OBSTRUCTIONS (7 Roavtprop Pipe ❑Check Valve(s� M Dobris [I Fill El No Obstruction i. Type of Obstructions (Descdi e) Obstructions removed? Yes ❑ NO Describe eepiooGICAL MATERIAL COLOR 41'RONESS 0 FROM TO . FORMATION I t not impwn , indicate estimated fonnotian lop from nearby wel I or eating PUMP Type l9 f Removed ❑ Not Present ❑ Other MMWQD USED TO SEAL ANNULAR SPACE BETWEEN 2 CASINGS, OR CASING AND BOREHOLE: Ql No Annular Spaeo taxists ❑ Annular epece grouted wkn tremle pipe ❑ Celina Porforglion/Romovel in. from to fl. ❑ Perforated ❑ Removed in_ from to ft. ❑ Perforated ❑ Removed Type of porioratnr ❑ Other r ^ ... } GROUTING MATERIAL(S) (Ono Dag of cement = 94 ]be., one bagaf bontomte = 50Iba.) Grouting Matenet from �,.�. to � tt. yards bags _.� from to ft. yards bags from ' to k, yards bags a 3 OTHER WRLW AND BORINGS Other unsealed and unused wall or boring on property? 0 You No How many? ' N KS. SOURCE OF DATA, DIFFICULTIES W SEALING LICENSED ON REGISTERED CONTRACTOR CERTIFICATION THs wall or boring was sealed in atcardanco with Minnorota Mules. Chapter 4726. Tho information contained in this report le trun to the best of my knowledge. Contractor BuSinoxo Nnmo J License or RO&IMtian Alo, Au horned Roprosen a Sgneaue �� Data L PORTANT -FILE WITH PROPERTY H 230960 Name of Poison Sesltttp Warr oring A? -ERS -WELL OWNER COPY FACSIMILE TO: Michael Avery COMPANY: Avery Homes DATE: 4-17/2006 FAX #: 763-557-0796 PAGES: (including cover sheet) FROM: Curtis Jacobsen, Community Development Specialist Phone 763-531-5137 DEPARTMENT: Community Development Attached iS8 copy Of the Well Sealing Certificate. ��wnf|rmation Report —Memory Send 0nto & Time: 04-17-2086 01:21pm Tel ||oe 7635315138 Machine |D CITY OF NEW HOPE /x� nxmbcr � 635 ou/c & T/mc 04-77 Ul:Opm 97635570708 N'md`cr Of nauen 002 3|v/| timu 04-17 81:21mn !xJ t/file 04-17 01:21pm �oni 802 0K 635 SEND SUCCESSFUL ��a:roZ3­55,��� JENSEN & SONDRALL, P.A. Attorneys At Law 8525 EDINBROOK CROSSING, STE. 201 BROOKLYN PARK, MINNESOTA 55443 -1968 TELEPHONE (763) 424 -8811 + TELEFAX (763) 493 -5193 e -mail law a jensen- sondrall.com GORDON L. JENSEN' CLARISSA M. KLUG GLEN A. NORTON STEVEN A.SONDRALL STACY A. WOODS OF COUNSEL LORENS Q.BRYNESTAD 'Real Property Law Specialist Certified By The Minnesota State Bar Association January 11, 2005 City of New Hope Attn: Shawn Siders 4401 Xylon Avenue North New Hope, MN 55428 'tee 5207 Pennsylvania Avenue North Dear Mr. Siders: Le. Writer's Direct Dial No.: (763) 201 -0214 e -mail jlb@jensen- sondrall.com Enclosed with this letter you will find the following original documents in connection with your purchase of the above property: 1. Document No. 8476171 - Affidavit Re: Title Objection 2. Document No. 8476172 - Warranty Deed (Stuntebeck et al. /EDA) 3. Document No. 8476173 - Affidavit Regarding Sellers (Please note item 6). I have provided Old Republic National Title Insurance Company with copies of these documents and have requested that they issue their owner's policy naming the Economic Development Authority as the owner. Once that owner's policy has been completed, we will be forwarding the same to you. If you have any questions, please feel free to contact us. Thank you. Sincerely, r`+ F p r e c+ Janet L. Burke Paralegal Enclosures PAAttomey \JLB \1- Client Folders \CNH \99 - 11314 \99.1 1 3 1 4 -01 8- Siders Ltcdoc STATE OF MINNESOTA ) ) ss. AFFIDAVIT COUNTY OF HENNEPIN ) Mark Stuntebeck, being first duly sworn, on oath says that: 1. Your Affiant is the son of Roman W. Stuntebeck and Dorothy M. Stuntebeck and knows of his own actual and personal knowledge: a. Roman W. Stuntebeck and Dorothy M. Stuntebeck, husband and wife, acquired the property legally described as follows: Lot 8, Block 4, Sunset Heights, Hennepin County, Minnesota; a enants, as evidenced by that certain Warranty Deed recorded as Document No. 3451708. b. Roman W. Stuntebeck died on May 30, 1997, and an Affidavit of Identity and Survivorship naming the survivor as Dorothy M. Stuntebeck was filed on November 1, 2002, as Document No. 7850575, in the office of the Hennepin County Recorder. C. Subsequent to the death of Roman W. Stuntebeck, Dorothy M. Stuntebeck was a widow and her marital status remained unchanged during the remainder of her life. d. Dorothy M. Stuntebeck died on August 2, 2001. e. A Deed of Distribution by Personal Representative dated October 24, 2002, was filed November 1, 2002, as Document No. 7850576, with the office of the Hennepin County Recorder, wherein no marital status was given for the decedent, Dorothy M. Stuntebeck. FURTHER YOUR AFFIANT SAYETH NOT, save and except that he knows the matters herein stated are true and makes this Affidavit for the purpose of clarifying the fact that Dorothy M. Stuntebeck was a single person on the date of her death and, further, for the purpose of removing any objection to title to the real property described above based on the Deed of Distribution recorded as Document No. 7850576. Mark Stuntebeck Subsc ibed and sworn to before me this 4 day ofy� a ® 2004. Notary Public ;' (iVotarial r Seal? ��' AF S .v 1BR s 0.- 10 , s Jan. 31 '005 Drafted By: JENSEN & SONDRALL, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 (763) 424 -8811 P: \Attomoy\JLB \1- C1ient Folders \CNH \99 - 11314 \99.1 1 3 1 4 -012 -Mark Stuntebeck Affidavit.doc STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) Mark Stuntebeck, being first duly sworn, on oath says that: AFFIDAVIT 1. Your Affiant is the son of Roman W. Stuntebeck and Dorothy M. Stuntebeck and knows of his own actual and personal knowledge: a. Roman W. Stuntebeck and Dorothy M. Stuntebeck, husband and wife, acquired the property legally described as follows: Lot 8, Block 4, Sunset Heights, Hennepin County, Minnesota; as joint tenants, as evidenced by that certain Warranty Deed recorded as Document No. 3451708. b. Roman W. Stuntebeck died on May 30, 1997, and an Affidavit of Identity and Survivorship naming the survivor as Dorothy M. Stuntebeck was filed on November 1, 2002, as Document No. 7850575, in the office of the Hennepin County Recorder. C. Subsequent to the death of Roman W. Stuntebeck, Dorothy M. Stuntebeek was a widow and her marital status remained unchanged during the remainder of her life. d. Dorothy M. Stuntebeck died on August 2, 2001. e. A Deed of Distribution by Personal Representative dated October 24, 2002, was filed November 1, 2002, as Document No. 7850576, with the office of the Hennepin County Recorder, wherein no marital status was given for the decedent, Dorothy M. Stuntebeck. FURTHER YOUR AFFIANT SAYETH NOT, save and except that he knows the matters herein stated are true and makes this Affidavit for the purpose of clarifying the fact that Dorothy M. Stuntebeck was a single person on the date of her death and, further, for the purpose of removing any objection to title to the real property described above based on the Deed of Distribution recorded as Document No. 7850576. Mark Stuntebeck Subscribed and ,worn to before me this day i z of ens , 2004. ` y �' r� �; R. SYI r tr J � Y NO P )l A ...,. `,._"... Notary Public Drafted By: JENSEN & SONDRALL, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 (763) 424 -8811 P: \Attomey\JLB \I- Client Folders \CNH \99 - 11314\99.11314 -012 -Mark Stuntebeck Affidavit.doe CY FILED NOT RM mamw _ AND PRIOR TAXES PAP) TAXPAYER SERVICES TRANSFER ENTERED Doc No 8476172 11116/2004 03:10 PM Certified filed and or recorded on above date: Office of the County Recorder Hennepin County, Minnesota Michael H. Cunniff, County Recorder Deputy 9 TranslD 74809 Fees $5.00 ConsFee $15.00 DOC $4.50 SUR $30.00 WC $1.00 COPY $55.503 Total WARRANTY DEED Individuals) to Corporation, Partnership or Limited Liability Company STATE DEED TAX DUE HEREON: $272.00 -. Date: �` ' 2004. FOR VALUABLE CONSIDERATION, Mark Stuntebeck and Jane C. Stuntebeck, husband and wife, Melinda King, a single person, Michele Arnold and Gary Arnold, wife and husband, M. Sally Kerwood and Michael Kerwood, wife and husband, Grantors, hereby convey and warrant to the Economic Development Authority in and for the City of New Hope, a public body corporate and politic under the laws of the State of Minnesota, Grantee, real property in Hennepin, County, Minnesota, described as follows: Lot 8, Block 4, Sunset Heights, according to the recorded plat thereof, and situate in Hennepin County, Minnesota; subject to and together with easements, restrictions and covenants of record; together with all hereditaments and appurtenances belonging thereto. Check box if applicable: ❑ The seller certifies that the seller does not know of any wells on the described real property. ® A well disclosure certificate accompanies this document. ❑ I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. THIS INSTRUMENT DRAFTED BY Jensen & Sondrall, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55 (763) 424 -8811 Check here if part or all of the land is Registered (Torrens) ❑ Tax Statements for the real property described in this instrument should be sent to: Economic Development Authority in and for tl City of New Hope 4401 Xylon Avenue North New Hope, MN 55428 P: \Attomey\JLB \l- Client Folders \CNH \99 - 11314 \99.11314 - 007- WD.doe EXECUTION PAGE THIS EXECUTION PAGE IS ATTACHED TO AND FORMS A PART OF THAT CERTAIN WARRANTY DEED DATED EFFECTIVE THE DAY OF 2004, CONSISTING OF 1 PAGE, EXCLUSIVE OF EXHIBITS AND EXECUTION PAGES. Mark Stuntebeck ane C. Stuntebeck P: \Auomey \]LB \1- Client Folders \CNH \99 - 11314 \99.11314 - 007 -WD -Exec Pgl.doc EXECUTION PAGE THIS EXECUTION PAGE IS ATTACHED TO AND FORMS A PART OF THAT CERTAIN WARRANTY DEED DATED EFFECTIVE THE DAY OF 2004, CONSISTING OF 1 PAGE, EXCLUSIVE OF EXHIBITS AND EXECUTION PAGES. Melin King P: \Attomey\JLB \1- Client Folders \CNH \99 - 11314 \99.11314- 007 -WD -Exec Pgl.doc EXECUTION PAGE THIS EXECUTION PAGE IS ATTACHED TO AND FORMS A PART OF THAT CERTAIN WARRANTY DEED DATED EFFECTIVE THE y`� DAY OF 2004, CONSISTING OF I PAGE, EXCLUSIVE OF EXHIBITS AND EXECUTION PAGES. STATE OF OHIO COUNTY OF , � -, \_ ISS. The foregoing instrument was acknowledged before me this 'J k day of 6, 004, by Michele Arnold and Gary Arnold, wife and husband, Grantors. j. (Notary Public Seal) } B:\ ttoY�eyiLJ H CI PB1ge��NH1 11314 \99.11314- 007 -WD -Exec Pgldoc f�o tarX&ubftc TIFFANY 0, ASHCRAFT Notary Public. State of Ohio My Commission Expires June B. 2005 EXECUTION PAGE THIS EXECUTION PAGE IS ATTACHED TO AND FORMS A PART OF THAT CERTAIN WARRANTY DEED DATED EFFECTIVE THE Vl-"— DAY OF 2004, CONSISTING OF 1 PAGE, EXCLUSIVE OF EXHIBITS AND EXECUTION PAGES. i� -- Michael Kerwood STATE OF OHIO } COUNTY OF ss. The foregoing instrument was acknowledged before me this day of 2004, by M. Sally Kerwood and Michael Kerwood, wife and husband, Grantors. (Notary Public Seal) BARBARA RACT - - -mr I Notary a tic NOTARY PUBLIC, STATE OF CNIO j Knox County t� My Commission Expires ..� — 1 m PAAttomeyULB\1- Client Folders \CNH \99 - 11314 \99.11314- 007 -WD -Exec Pg4.doc STATE OF OHIO ss. AFFIDAVIT' REGARDING COUNTY OF /� o fh SELLERS Michele Arnold and Gary Arnold, wife and husband, being first duly sworn, on oath say that: 1. They are the perso named as Grantors in the document dated v , 2004, and filed for record 2004, as Document o. 4s±'C in the office of the County Recorder of Hennepin County, Minnesota. 2. Said persons are of legal age and under no legal disability with places of business, respectively, at: r C'C� - R , ��'t YtP C and for the last ten (10) years have resided at: 31579 CR 401, Warsaw, OH 43844 - �� years; years. 3. The social security numbers of said persons are: Michele Arnold - SS# 475 -78 -6506 Gary Arnold - SS# 315 -50 -0516 4. There have been no: a. Bankruptcy, divorce or dissolution proceedings involving said persons during the time period in which said persons have had any interest in the premises described in the above document ( "Premises "). b. Unsatisfied judgments of record against said persons, nor any actions pending in any courts which affect the Premises. C. Tax liens filed against said persons. 5. Any bankruptcy, divorce or nr ipag of record 2aaittCt parties with the same or similar names, during the time period in wnicu tl_c h- — bad anV interest in the Premises, are not against the above -named persons. 6. Any judgments or tax liens of record against parties with the same or similar names are not against the above - named persons, and specifically not that certain judgment against Michelle Rene Arnold in favor of Jo J. Abendroth, in the amount of $815.00, dated September 26, 1988, docketed April 14, 1997, as Case No. DCTJ97005188. 7. There has been no labor or materials furnished to the Premises for which payment has not been made. 8. There are no unrecorded contracts, leases, easements, or other agreements or interests relating to the Premises of which Affiants have knowledge. 9. There are no persons in possession of any portion of the Premises other than pursuant to a recorded document. 10. There are no encroachments or boundary line questions affecting the Premises of which Affiants have knowledge. 11. The persons have not received medical assistance from the State of Minnesota or any county medical assistance agency. 12. This Affidavit is made as respects the following described property: Lot 8, Block 4, Sunset Heights, Hennepin County, Minnesota. Affimts know the rwitters herein stated are true and make this Affidavit for the purpose of inducing the passing of title to the Premises. Michele Arnold a Gary Arno Subscribed and sworn to before me this day of � } _ -2004. r Notary PMHCRAFT j TIFFANY Notary Public, State of Ohio My Commission Expires June 8, 2005 Drafted By: JENSEN & SONDRALL, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 (763) 424 -8811 P: \Attomey \ILB \1- Client Folders \CNH \99 - 11314 \99.1 1 3 14-009- Sellers' Affidavit (Arnold).doc W x�. (Notarial Stamp or Seal) x F Drafted By: JENSEN & SONDRALL, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 (763) 424 -8811 P: \Attomey \ILB \1- Client Folders \CNH \99 - 11314 \99.1 1 3 14-009- Sellers' Affidavit (Arnold).doc W JENSEN & SONDRALL, P.A. Attorneys At Law 8525 EDINBROOK CROSSING, STE. 201 BROOKLYN PARK, MINNESOTA 55443 -1968 TELEPHONE (763) 424 -8811 • TELEFAX (763) 493 -5193 e -mail law @ jensen- sondrall.com GORDON L. JENSEN' CLARISSA M. KLUG GLEN A. NORTON AMY E. PAPENHAUSEN STEVEN A.SONDRALL ARIL T. STIENESSEN STACY A. WOODS OF COUNSEL LORENS Q.BRYNESTAD March 3, 2006 Ms. Pam Sylvester 4401 Xylon AV N New Hope, MN 55428 Writer's Direct Dial No.: (763) 201 -0222 e -mail cnik @Jensen- sondrall.com Re: Final Title Insurance Policy for 5207 Pennsylvania Ave. N. (Lot 8, Block 4, Sunset Heights) Our File No.: 99.11314 Dear Pam: The EDA as you may recall acquired the land at 5207 Pennsylvania Avenue quite some time ago and later sold it to a local developer. Title insurance in favor of the EDA was ordered in connection with its original purchase but unfortunately production of the final policy was delayed for an unusually long period. The final policy has now been issued and the original is enclosed for the FDA's permanent files. Note that the final policy includes an original Endorsement that should be kept on file with the rest of the policy terms. Also enclosed for the EDA's permanent files are the following original documents: Seller Affidavit by Mark & Jane Stuntebeck Seller Affidavit by Melinda King Seller Affidavit by Sally & Michael Kerwood 'Real Property Law Specialist Certified By The Minnesota State Bar Association While it is unlikely these original affidavits will be needed in the future to prove the scope of representations made by the sellers at closing, we recommend they be kept on permanent file with the other original papers- that - were sent to Shawn Siders`in early 2005 (Affidavit Re Title` Objection (Doc. No. 8476171); Warranty Deed naming EDA as Grantee (Doc. No. 8476172); and Seller Affidavit by Michele & Gary Arnold (Doc. No. 8476173)). Our office in the past may only have traditionally sent you originals of recorded items, but going forward I think the better practice would be to have all originals centralized in one place. We will retain photocopies of all closing documents at our office as well in order to assist with any post- closing matters that arise. Si cerely, Yarissa M. Klug Enclosure(s) cc: Kirk McDonald, New Hope EDA (wlout enc.) P: \Attorney \Cmk \Clients \CNH \99 - 11314 \Letter to City forwarding revised final title insurance policy.doe OLD REPUBLIC National Title Insurance Company February 22, 2006 Jensen & Sondrall, PA Attn: Clarissa M. Klug 8525 Edinbrook Crossing, Suite 201 Brooklyn Park MN 55443 RE: Order Number OR1024537 Z - Documents indicated below are enclosed: ❑ Abstract of Title No. F Owner's Policy F Title Binder ❑ Deed, Document No. F Mortgage, Deed Document No. ❑ Satisfaction, Deed Document No. F Assignment of Leases and Rents Document No. F Mortgage Deed No. ❑ Invoice Endorsement No. 1 F ARM Endorsement F ALTA 9 Endorsement ❑ Schedule B Documents Yours very truly, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY Ruth Baker at 612-371-1111 ext 1123 Fax 612-371-1160 ORDOCS E Letter MT01214 OLD REPUBLIC NATIONAL TITLE 400 Second Avenue South Minneapolis, MN 55401 i4 l' `I"l Jill FILE NO: HEN OR1024537 -Z RE: Economic Development Authority City of New Hope To be attached to and become a part of Policy No. A22025 -SV- 00046804 of Old Republic National Title Insurance Company. Numbers 2 and 3 under Schedule B of the above numbered Title Policy are hereby deleted. The total liability of the Company under said policy and any endorsement thereto shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the Conditions and Stipulations thereof to pay. This endorsement, when signed by an authorized officer or agent, is made a part of said policy as of the policy date thereof and is subject to the Schedules, Conditions and Stipulations and Exclusions from Coverage therein contained, except as modified by the provisions hereof. Issued through the Office of Old Republic National Title Insurance Company 400 Second Avenue South Minneapolis, MN 55401 -2499 Phone: (612 )371 -1111 OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (612) 371 -1111 E-0 Attest I President Secretary ORDOCS MT01131 ORT OWNERS FINAL ENDORSEMENT PAGE I i' * OLD REPUBLIC National Title Insurance Company February 3, 2006 Jensen & Sondrall, PA. ATTN: Janet L. Burke 8525 Edinbrook Crossing Ste. 201 Brookly Park, MN 55443 -1968 RE: Order Number ORI 24537 Z — (Economic Dev. Authority for the City of New Hope) Documents indicated Belo - v are enclosed: ❑ Abstract of Title No. ® Owner's Policy A22025 -SV- 00046804 ❑ Vendee's Policy ❑ Vendee's Policy ❑ Title Binder ❑ Contract for Deed Document No. ❑ Invoice ❑ Endorsement ❑ Warranty Deed No. Other Documents Enclosed: Yours very truly, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY NOTE: If you have any questions regarding this policy, please call: Ruth Baker at 612 -371 -1111 ext. 1123 Fax 612 -371 -1160. ORDOCS O LETTER MT01216 OLD REPUBLIC NATIONAL TITLE 400 Second Avenue South Minneapolis, MN 55401 (612) 371 -1111 FILE NO: HEN OR1024537 -Z ST. 22 CNTY. 053 PROP. 1 TRAN. 010 Re -Issue Liability: $.00 ORT FORM 402 - ALTA Owner's Policy 10 -17 -92 POLICY NUMBER: A22025 -SV- 00046804 FILE NO.: OR1024537 -Z POLICY AMOUNT: $80,000.00 PREMIUM: $320.00 SCHEDULE A 1. POLICY DATE November 16, 2004 AT 5:00 PM 2. THE INSURED HEREUNDER, IN WHOM TITLE TO THE FEE SIMPLE ESTATE IS VESTED, AT DATE HEREOF, IS: Economic Development Authority in and for the City of New Hope 3. THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS: Lot 8, Block 4, Sunset Heights, according to the recorded plat thereof, and situate in Hennepin County, Minnesota.Lot 8, Block 4, Sunset Heights, according to the recorded plat thereof, and situate in Hennepin County, Minnesota. ORDOCS ORT STANDARD OWNERS FINAL POLICY NTT01138 OSOFP PAGE 1 � * � � * (� *OLD REPUBLIC ,� National Title Insurance Company I , FILE NO: HEN OR1024537 -Z FACTS WHICH WOULD BE DISCLOSED BY A COMPREHENSIVE SURVEY OF THE PREMISES HEREIN DESCRIBED. 2. MECHANICS', CONTRACTORS' OR MATERIALMEN'S LIENS AND LIEN CIAIMS, IF ANY, WHERE NO NOTICE THEREOF APPEARS ON RECORD. 3. RIGHTS AND CLAIMS OF PARTIES IN POSSESSION. 4. Taxes not yet due and payable and special assessments, if any. 5. Taxes for the year 2004 and prior years are paid. 6. This Examination was made without the benefit of the abstract of title which was not submitted to us. Old Republic National Title Insurance Company will not be responsible for the cost of replacing the abstract. ORDOCS ORT STANDARD OWNERS FINAL POLICY MT01138 OSOFP PAGE 2 * 'F * '� {* OLD REPUBLIC , 'F National Title Insurance Company Owner's Policy * American Land Title Association Owner's Policy 10 -17 -92 * Policy Number A22025 -SV- 00046804 SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, a Minnesota corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, the said OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY has caused its corporate name and seal to be hereunto affixed by its duly authorized officers as of the date shown in Schedule A, the policy to be valid when countersigned by an authorized officer or agent of the Company. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses that arise by reason of- 1 . (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the Iand is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by a above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: ORDOCS ORT Form 402 — ALTA Owner's Policy 10 -17 -92 MT01155 (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CONDITIONS AND STIPULATIONS 1. Definition of Terms.. The following terms when used in this policy mean: (a) "insured ": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant ": an insured claiming loss or damage. (c) "knowledge ": or "known ": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of the public records as deemed in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land ": the land described or referred to in Schedule A, and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage ": mortgage, deed of trust, deed, or other security instrument. (f) "public records ": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section l(a)(iv) of the Exclusions from Coverage, "public records" shall also include environmental protection liens filed in She records of the clerk of the United States district court for the district in which the land is located. (g) "unmarketability of the title ": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. Continuation of Insurance After Conveyance of Title. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3. Notice of Claim to be Given by Insured Claimant. The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate wish regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. ORDOCS ORT Form 402— ALTA Owner's Policy 10 -17 -92 MT01155 4. Defense and Prosecution of Actions; Duty of Insured Claimant to Cooperate. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals. therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. Proof of Loss or Damage. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third panics as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. ORDOCS ORT Form 402— ALTA Owner's Policy 10 -17 -42 MT01155 6. Options to Pay or Otherwise Settle Claims; Termination of Liability. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 7. Determination, Extent of Liability and Coinsurance. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or the full consideration paid for the land, whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that the amount of insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of this paragraph shall not apply to costs. attorneys' fees and expenses for which the Company is liable under this policy, and shall only apply to that portion of any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. Apportionment. If the land described in Schedule A consists of two or more parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of ORDOCS ORT Form 402 — ALTA Owner's Policy 10 -17 -92 MT01155 4 Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 9. Limitation of Liability. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. Reduction of Insurance; Reduction or Termination of Liability. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. Liability Noncumulative. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. Payment of Loss. (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. Subrogation Upon Payment or Settlement. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies in the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non - insured Obli aors. The Company's right of subrogation against non - insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, ORDOCS ORT Form 402— ALTA Owner's Policy 10 -17 -92 MT01155 notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. 14. Arbitration. Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. Liability Limited to this Policy; Policy Entire Contract. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16 Severability. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. Notices, Where Sent. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to its Home Office: 400 Second Avenue South, Minneapolis, Minnesota 55401, (612) 371 -1111. Issued through the office of; Old Republic National Title Insurance Company 400 Second Avenue South Minneapolis, MN 55401 OLD REPUBLIC NATIONALTITLE INSURANCE COMPANY A Stock Company 400 Second Avenue South, Minneapolis, Minnesota 55401 (6121371-1111 BY Attest Autlii d Signato President Secretary ORDOCS ORT Form 402 — ALTA Owner's Policy 10 -17 -92 MT01155 STATE OF MINNESOTA COUNTY OF HENNEPIN I ss. AFFIDAVIT REGARDING SELLERS Mark Stuntebeck and Jane C. Stuntebeck, husband and wife, being first duly sworn, on oath say that: 1. They are the persons named as Grantors in the document dated , 2004, and filed for record , 2004, as Document No. in the office of the County Recorder of Hennepin County, Minnesota. 2. Said persons are of legal age and under no legal disability with places of business, respectively, at: Mark Stuntebeck 1835 Energy Park Drive St. Paul, MN 55108 -2721 and for the last ten (10) years have resided at: 3430 France Avenue North, Robbinsdale, MN 55422 - years; 3 Ti�1�i° �I! , �� A4 /� Al %O 5Y�f /L - � years. 3. The social security numbers of said persons are: Mark Stuntebeck Jane C. Stuntebec am MENINEW 4. There have been no: a. Bankruptcy, divorce or dissolution proceedings involving said persons during the time period in which said persons have had any interest in the premises described in the above document ( "Premises "). b. Unsatisfied judgments of record against said persons, nor any actions pending in any courts which affect the Premises. C. Tax liens filed against said persons. 5. Any bankruptcy, divorce or dissolution proceedings of record against parties with the same or similar names, during the time period in which the above -named persons have had any interest in the Premises, are not against the above -named persons. 6. Any judgments or tax liens of record against parties with the same or similar names are not against the above -named persons. 7. There has been no labor or materials furnished to the Premises for which payment has not been made. 8. There are no unrecorded contracts, leases, easements, or other agreements or interests relating to the Premises of which Affiants have knowledge. 9. There are no persons in possession of any portion of the Premises other than pursuant to a recorded document. 10. There are no encroachments or boundary line questions affecting the Premises of which Affiants have knowledge. 11. The persons have not received medical assistance from the State of Minnesota or any county medical assistance agency. 12. This Affidavit is made as respects the following described property: Lot 8, Block 4, Sunset Heights, Hennepin County, Minnesota. Affiants know the matters herein stated are true and make this Affidavit for the purpose of inducing the passing of title to the Premises. Mark Stuntebeck ane C. Stuntebeck Drafted By: JENSEN & SONDRALL, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 (763) 424 -8811 P: \Attorney \JLB \I - Client Folders \CNH \99 -11314 \99.11314 -011- Sellers' Affidavit (Stuntebeck). doe 2 STATE OF OHIO I ss. AFFIDAVIT REGARDING COUNTY OF VMcZ'Z SELLERS M. Sally Kerwood and Michael Kerwood, wife and husband, being first duly sworn, on oath say that: 1. They are the persons named as Grantors in the document dated , 2004, and filed for record , 2004, as Document No. in the office of the County Recorder of Hennepin County, Minnesota. 2. Said persons are of legal age and under no legal disability with places of business, respectively, at: # kj hod 4 (ot e 4 ak C G rp-+' and for the last ten (10) years have resided at: yrrv, 60&S,e. C,ti��Ca! O# q3tJ;? 8341 Burtnett Road, Gambier, OH 43022 - f 5 years; years. 3. The social security numbers of said persons are: M. Sally Kerwood - Michael Kerwood MONEW 4. There have been no: a. Bankruptcy, divorce or dissolution proceedings involving said persons during the time period in which said persons have had any interest in the premises described in the above document ( "Premises "). b. Unsatisfied judgments of record against said persons, nor any actions pending in any courts which affect the Premises. C. Tax liens filed against said persons. 5. Any bankruptcy, divorce or dissolution proceedings of record against parties with the same or similar names, during the time period in which the above -named persons have had any interest in the Premises, are not against the above -named persons. 6. Any judgments or tax liens of record against parties with the same or similar names are not against the above -named persons. 7. There has been no labor or materials furnished to the Premises for which payment has not been made. S. There are no unrecorded contracts, leases, easements, or other agreements or interests relating to the Premises of which Affiants have knowledge. 9. There are no persons in possession of any portion of the Premises other than pursuant to a recorded document. 10. There are no encroachments or boundary line questions affecting the Premises of which Affiants have knowledge. 11. The persons have not received medical assistance from the State of Minnesota or any county medical assistance agency. 12. This Affidavit is made as respects the following described property: Lot 8, Block 4, Sunset Heights, Hennepin County, Minnesota. Affiants know the matters herein stated are true and make this Affidavit for the purpose of inducing the passing of title to the Premises. _� Subscribed and sworn to before me this day Notarial Stam or Seal) B Grid Of _� @ /V 2004. �� NOTARY PUBLIC, STATE OF OHIO ' Knox County '1 My Commission Expire Notary Public Drafted By: JENSEN & SONDRALL, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 (763) 424 -8811 PAAttomey\JLB \I- Client Folders \CNH \99 -11314 \99.11314 - 010- Selters' Affidavit (Kerwood).doc 7 STATE OF CALIFORNIA }ss. AFFIDAVIT REGARDING c_�) SELLER COUNTY OF �t� cZ cWce c�o Melinda King, being first duly sworn, on oath says that: 1. She is the person named as Grantor in the document dated , 2004, and filed for record , 2004, as Document No. , in the office of the County Recorder of Hennepin County, Minnesota. 2. Said person it of legal age and under no legal disability +g� with .� place of business, at f p and for the last ten (10) years has reside at: 1 L;(iv�`'+S� ln< 12865 Caminito Del Canto, , Del Mar, CA 92014 -3758 - _ years; t a�(�C Pc "� C, (- =il;,A � years. 3. The social security number of said person is: 474 -72 -5114. 4. There have been no: a. Bankruptcy, divorce or dissolution proceedings involving said person during the time period in which said person has had any interest in the premises described in the above document ( "Premises "). b. Unsatisfied judgments of record against said person, nor any actions pending in any courts which affect the Premises. C. Tax liens filed against said person 5. Any bankruptcy, divorce or dissolution proceedings of record against parties with the same or similar names, during the time period in which the above -named person has had any interest in the Premises, are not against the above -named person. 6. Any judgments or tax liens of record against parties with the same or similar names are not against the above -named person. 7. There has been no labor or, materials furnished to the Premises for which payment has not been made. S. There are no unrecorded contracts, ieases, easements, or other agreements or interests relating to the Premises of which Affiant has knowledge. 9. There are no persons in possession of any portion of the Premises other than pursuant to a recorded document. 10. There are no encroachments or boundary line questions affecting the Premises of which Affiant has knowledge. 11. The person has not received medical assistance from the State of Minnesota or any county medical assistance agency. 12. This Affidavit is made as respects the following described property: Lot 8, Block 4, Sunset Heights, Hennepin County, Minnesota. Affiant knows the matters herein stated are true and makes this Affidavit for the purpose of inducing the passing of title to the Premises. Blind King Drafted By: JENSEN & SONDRALL, P.A. 8525 Edinbrook Crossing, Suite 201 Brooklyn Park, MN 55443 (763) 424 -8811 PAAttomey\ILB \1- Client Folders \CNH \99 - 11314\99.11314 -008Seller's Affidavit (King).doc 2