IP #723CLOSING DOCUMENTS
Economic Development Authority
in and for the City of New Hope
Loan to the New Hope Alano Group, Inc.
for
Purchase of 7550 Bass Lake Road Property
Loan Closing Date
December 28, 2004
DA COPY;
JENSEN & SONDRALL, P.A.
ATTORNEYS AT LAW
8525 EDINBROOK CROSSING, SUITE #201
BROOKLYN PARK, MINNESOTA 55443
TELEPHONE (763) 424-8811 * TELEFAX (763) 493-5193
Economic Development Authority
in and for the City of New Hope
December 28, 2004 Loan to New Hope Alano Group, Inc. for
Purchase of 7550 Bass Lake Road Property
December 28, 2004
INDEX
I. ORGANIZATIONAL DOCUMENTATION:
1. March 28, 1968 Certificate of Filing with Minnesota Secretary of State
2. Articles of Incorporation filed as Document No. 3708271
3. Article VIII Amendment (unfiled copy)
4. Bylaws
II. LOAN DOCUMENTATION -
5. Title Insurance Commitment
6. Reserved for final title insurance policy
7. Opinion of counsel
8. Resolution authorizing loan (certified December 6, 2004)
9. Resolution clarifying loan authorization (certified January 3, 2005)
10. Mortgage Note
11. Mortgage, Security Agreement and Fixture Financing Statement
12. Security Agreement
13. UCC 1 Financing Statement
14. Assignment of Leases and Rents
15. Guaranty by New Hope Alano Group, Inc.
16. Insurance Certificate
III. AC CARLSONIALANQ GROUP SALE DOCUMENTATION:
17. Closing Statement
18. Reserved for recorded copy of Warranty Deed
19. Affidavit regarding fractional distribution of Seller ownership interests
20. Sellers' Affidavits
21. Non Foreign Person Affidavit
22. Certificate of Real Estate Value
P:IAuoraeylCmMClientslCNH199-:12761CNH99-11276-Closing Book Index - EDA C W.doc
CLOSING BOOK INDEX PAGE 1
0611-14,
10 A11 i1a Wham i1hese Presents Shall Came, Greeting:
Whereas, Articles of Incorporation, duly signed and acknowledged under oath,
have been recorded in the office of the Secretary of State, on the nth
day of --- Mich , A. D. 196$ for the incorporation of
New Hope Alano Group, Inc:
under and in accordance with the provisions of the Minnesota Nonprofit Corporation
Act, Minnesota Statutes, Chapter 317;
Now, Zherefare, I, Joseph L. Donovan, Secretary of State of the State of Minnesota;
6y virtue of the powers and duties vested in me 6y law, do hereby certify that the said
New Hope Alano Group, Inc.
is a legally organized Corporation under the laws of this State.
Witness my official signature hereunto su6-
scri6ed and the Great Seal of the State of Minnesota
hereunto affixed this --twenty-eighth- . day of
March in the
year of our Lord
one thousand nine hundred and sixty-eight.
.Ln
4
`].'1
ARTICLES .OF INCORPORATION. j
OF 9
NEW HOPE ALANO GROUP INC.
We, the undersigned, for the purpose of forming a corporation under
and pursuant to the provisions of Chapter 550, Laws of Minnesota for 1951,. s
known as the Minnesota Nonprofit Corporation Act, and as amended, do here-
by associate ourselves toget�ie.L -z; a body corporate and adopt the following.
Articles of Incorporation:
E
ARTICLE I.
The name of this corporation shall be:
ARTICLE II.
"NEW HOPE ALANO-GROUP, INC.":
The purpose. -of this corporation shall be: To aid and assist
alcoholics, without compensation, to attain complete and lasting sobriety
through the Alcoholics Anonymous program and philosophy by teaching and
practicing that program, and by explaining it through the medium of inter-
views, classes, lectures, and meetings; to assist members and prospective
members in securing proper mectic_ai ana hospital treatment, moral and'
spiritual guidance and training, social activities, and in all other ways
to promote-.th.e'physical, intellectual, social, and spiritual welfare of
alcoholics-.',
ARTICLE III.
This corporation shall not afford pecuniary gain, incidentally or
otherwise, to its members, and no member shall have any property of the
Corporation, either during its existence or upon its dissolution, and none
of its funds shall be used to influence legislation. In the event of dis-
solution, all moneys, property and assets remaining after the payment of
t
the Corpo4tion's debts shall be devoted to such charitable or educational.
purposes'as shall be agreed upon by a majority of the members at the time
of dissolution.
ARTICLE IV.
The period of duration of corporate existence of this corporation
shall be perpetual -
ARTICLE V.
The location of the registered office of this corporation in this
F state is: 7615 Bass Lake Road, Village of New Hope.,..,'County of Hennepin,
State of .Minnesota.
ARTICLE VI.
The name and address of each incorporator of this corporation'�S:
D. C. Dahlstrom
Kenneth Mix, Sr.
Betty fiigginh:othArn
4641 Nevada Avenue North
Minneapolis, Minnesota, 55428
1917 Oakview Lane, No.
Minneapolis, Minnesota, 55427
b4U8 North Willow Lane
Minneapolis, Minnesota, 55430
ARTICLE VTI.
The number of trustees constituting the first board of trustees of
this corporation shall be nine (9), and the tenure in office of such first
board of trustees shall be as follows: Four (4) members shall hold office
until the first annual meeting, which shall be the third Tuesday in March
1969, and five (5)—members shall hold office until the second annual
meeting, which shall be the third Tuesday in March 1970. At each annual
meeting after these Articles are adopted, trustees to succeed those whose
terms are then expiring shall be elected for a two year term, in accordance
with the provisions of the By -Laws. The name and address of each such
D. C. Dahlstrom 4641 Nevada Avenue North
Minneapolis, Minnesota, 55428
Kenneth Mix, Sr- 1917 Oakview Lane No.
Minneapolis, Minnesota, 55427
Donald L. Hall 3910 Boone Avenue No.
Minneapolis, Minnesota, 55427
Betty H Lggi :.;bot.ham 6408 North Willow Lane
Minneapolis, Minnesota,55430
Larry Loken 4247 Ewing Avenue North
Minneapolis, Minnesota, 55422
Kennet!& M ckei s(: 5400 Colfax Avenue North
Minneapolis, Minnesota, 55430
Donald C. Brost 3652 Upton Avenue North
Minneapolis, Minnesota, 55412
Cii.fford Johnson 3532 Quail Avenue North
Minneapolis, Minnesota, 55422
Nels Johnson 6324 31st Avenue North
Minneapolis, Minnesota, 55427
54.
case of a vacancy in the board of trustees,' the tenure ..in office of a
successor shall'be until the next annual election.
ARTICLE VIII.
The extent Of. Personal liability of the members for corporate
d income andledges
of thCorporation
obligations. shall be none; the capital anledges,e a . nd . from the
shall be derived from gifts, contributions p
property, investments and lawful activities of the corporation.. The
. 1 e nt of any fixed alnuunt of -dues,
rr-rporation shal! n<>t. rtqulre t,,, - pa.�7ne ive member, bu .. t the
fees or contributions from any member or prospect
equirf�! as a condition of membership that
members may, in the By -Laws, r I
ontribution in some amount, leaving
each member must make a pledgeor c shall be in hi -S or
to each member the determination of what that amount
her case- ARTICLE IX.
This corporation shall have no capital stock.
IN TESTIMONY WHEREOF, we
day of
witn se '7
STATE OF MINNESOTA)
.) ss.
COUNTY OF HENNEPIN)
have hereunto subscribed our names this
1968.
> e
e -L
X; '/.- : / I - 0 1968, personally appeared
Uri thi-s day of
before me D. C. Dahlstrom, Kennetb Mix, Sr. and Betty Higginbotham, to me
known to be the persons described in and who executed the acknowledged that
foregoing Articles,
of incorporation of NEW HOPE ALANO GROUP, INC., and they
they e^11+-g.d the same as their free
act and deed, for the uses and purposes
��
therein..exprek-sed.
S (,A
_3_
pr 1
Notary Public, Henndpin County, Minn.
My commission expires
-
DOROTHY M. N.clLSCN
NC)tary public, HennePiCounty, Minn.
MyCommission D(i),,,_s Aug. 2. 1974.
4 / 23
MINNESOTA SECRETARY OF STATE
AMENDMENT OF ARTICLES OF INCORPORATION
y 1
BEFORE COMPLETING THIS FORM, PLEASE READ INSTRUCTIONS LISTED BELOW.
CORPORATE NAME:(Ust the name of the company prior to any desired name change)
This amendment is effective on the day it is filed with the Secretary of State, unless you indicate another date, no
later than 30 days after filing with the Secretary of State.
The following amendment(s) of articles regulating the above corporation were adopted: (Insert full text of newly
amended article(s) indicating which article(s) is (are) being amended or added.) If the full text of the amendme� will
not fit in the space provided, attach additional numbered pages. (Total number of pages Including this form ,)
ARTICLE Vll
The extent `of personal liability of the members for corporate obligations shall be none;
The capitol and income of the corporation shall be derived from gifts, contributions and
pledges, and from the property, investments and lawful activities of the corporation. ,
The corporation shall not require the payment of any fixed amount of dues, fees or
contributions from any member or prospective member, but the members may, in the
by-laws, require as a condition of membership that each member must make a pledge or
-contribution in some amount.
This amendment has been approved pursuant to Minnesota Statutes chapter 3024 or 317A I certify that I am
authorized to execute this amendment and I further certify that I understand that by signing this amendment, I am
subject to the penalties of perjury as set forth in section 609.48 as if I had signed this amendmerk under oath.
INSTRUCTIONS
1. Type or print with black ink
2. A Filing Fee of: $35.00, made payable to the
Secretary of State.
3. Return completed forms to:
Secretary of State
180 State Office Building
100 Constitution Ave.
St. Paul, MN 55155-1299
(612)296-2803
OBOMS40 Rw.8W
(Signature of Authorized Person)
FOR OFFICE USE ONLY
,..
BYLAWS
NEW HOPE ALANO GROUP INC.
Amended 312.001
ARTICLE I
MEMBERSHIP - ANONYMITY
Section 1. Membership Requirements and Duties: An alcoholic who desires membership in the
Society shall meet the requirements stated in the Articles; shall have attained six months of
continuous sobriety, shall have attended step classes 1-5 at New Hope Alano Society; shall make
a pledge to pay regularly to the Society for its support such amount as he or she chooses to be not
less than five dollars per month, and shall communicate his or her pledge card, qualifications for
membership and declaration of intent to be a member to the office of the Society either directly
or to a squad officer, whose duty it shall be to notify the office of theintention and qualifications
of such member. It shall be the duty and privilege of every member: to take the 12 steps of the
A.A. program and practice and adhere to them at all times to the best of his or her ability and,
insofar as it is reasonably possible to do so, to take part in the activities of the Society and render
assistance to other alcoholics who need and want the A.A. program.
Any member having a break in sobriety is required to take all the step classes again, and become
a prospective member.
Section 2. Pros ctive Membership: Alcoholics who have either attended at least one of the
step classes and who have filled out such information form as may be prescribed by the
committee on classes, or who have otherwise had the A.A. Program explained to them and have
manifested an intention to follow it and become a member of the Society but who have not yet
qualified for membership shall be designated as prospective members.
Section 3. Squad Membership_ Each squad shall by majority vote prescribe the qualifications
for membership in it. Squads shall admit both members and prospective members of the Society
to membership as provided in the Articles.
Section 4. Anonymity: The Society shall keep and maintain a record of its members and
prospective members, and each squad shall keep a record of its members. Such records,
however, shall be kept in strict confidence and shall be disclosed to no one outside the
membership. A member or prospective member of the Society may disclose to outsiders his or
her own status as such, but such privilege of disclosure is absolutely personal. NO MEMBER
OR PROSPECTIVE MEMBER SHALL UDDER ANY CIRCUMSTANCES DISCLOSE TO AN
OUTSIDER THE FACT THAT ANYONE ELSE IS A MEMBER OF THE SOCIETY,
WITHOUT THE OTHER PERSON'S EN'RESS CONSENT.
Section 5. Additional Re uirements and Privile s: A member must have one year of continued
sobriety to receive a key to the club premises, to hold the position of squad leader or squad
treasurer, or to vote on any matter pertaining to the Society, or to serve as a class instructor.
Minors will not be allowed a key to the building.
2 BYLAWS New Hope Alano Group, Inc.
Section 5. Non -Members: Non -Members may attend the meetings) of their choice, and may
arrive no more than one half hour before, nor stay longer than one half hour after, the meeting
that they are attending unless accompanied by their sponsor.
ARTICLE Il
MEMBERSH P MEETINGS
Section L Annual and Business Meetings: The annual meeting of the Society shall be held as
provided in the Articles. Other business meetings of the members may be called either by the
Board of Trustees or by the Squad Leaders' Council and shall be held at such times and places as
may be ordered by the Board or Council. Notice of the time of the Annual Meeting and the
names of nominees for the Board of Trustees, and of the time, place, and purposes of other
business meetings shall be given according to statute. No proceedings at any such meetings shall
be valid unless by majority vote. Meetings shall be conducted in accordance with the Robert's
Rules of Order.
Section 2. A.A Meetin s: Regular and special meetings shall be held by the Society, at such
times and places as may from time to time be determined by the Board for the purpose of
carrying on, demonstrating, explaining, and promulgating the work of the Society and of the
Alcoholics Anonymous program and philosophy. Such meetings shall be open to the members
and prospective members of the Society and to such of their friends or members of their
families, or other persons interested in the Society, as they may invite to attend. The Board of
Trustees shall have the ultimate supervision and control over such meetings but shall have no
power to delegate to others the tasks of supervising, planning, and conducting such meetings and
working out the program.
ARTICLE III
MEETINGS OF THE BOARD OF TRUSTEES AND EXECUTIVE COMMITTEE
Section 1. Time Place and Notice of Board Meetings: The full Board of Trustees shall meet
within one week after each annual meeting to elect the officers of the Society, appoint or
re -appoint committees and persons in charge of various activities and otherwise complete their
organization. Thereafter, the full Board shall meet regularly once each month at the principal
office of the Society at such time and on such day as the Board shall from time to time determine
to be its regular meeting time. Special meetings of the full Board may be called by a majority of
the Executive Committee or upon request of any four members of the Board at any time
provided all Trustees are given three days notice or waive notice. It shall be the duty of the
Secretary to post a notice of the time and place of all Board Meetings on the bulletin board at the
Society's office and club rooms at least 48 hours in advance of such meetings for the
information of the members.
Section 2. Board Proceedings -Quorum: The Board shall determine its own rules of order and
procedure and, except as may be otherwise provided in the Articles or Bylaws, a majority vote
shall control. Five (S) members shall constitute a quorum of the Board and when a quorum is
BYLAWS New Hope Alano Group, Inc.
not present, no business shall be transacted and the meeting shall be adjourned from time to time
by those present until a quorum is present. The Board shall keep a written record of all its
proceedings, rulings, .appointments, orders and resolutions and keep the members informed on
these matters by letters, bulletins, or other suitable means.
Section 3. Board Hearin . Any matter on which the Board may, or is, required to conduct a
hearing, may be heard at any regular or special meeting of the Board provided due notice of the
time, place and purpose of such hearing is given to all persons concerned at least one week in
advance. The Board shall hear testimony of all parties concerned and consider all other relevant
evidence presented before rendering a decision, and shall promptly notify the persons concerned
and the membership of the decisions reached and the reasons for them. At any hearing, a party
concerned may choose a member of the Society to appear with him and on his behalf if he so
desires, and on matters of discipline, suspension or expulsion, his squad leader and sponsor
should be requested to appear.
Section 4. Executive Committee Meetino The five officers of the Society may meet as
executive committee of the Board upon such occasions as may be necessary in the opinion of
any two of the officers, in which event all committee members must be given at least 12 hours
notice, or must waive such notice. Four officers constitute a quorum of the Executive
Committee. The Executive Committee shall keep a written record of all its proceedings and
shall report same regularly to the Board and to the Squad Leaders'Council, upon their request.
ARTICLE IV
SQUAD LEADERS' COUNCIL MEETINGS -- SQUAD MEETINGS
,Section 1. _S_quad Leaders' Council MeetinTime Place and Notice. Quorum. Squad
Leaders' Council shall meet regularly once each month at the principal office of the Society at
such time on such day as the Council Secretary shall notify the Squad Leaders of each Squad
having official status of such meetings. Special meetings of the Squad Leaders' Council may be
called at any time by the Board of Trustees provided that notice of the tame, place and purpose of
such meetings is mailed to each Squad Leader at least five days in advance of the meetings.
A Quorum shall consist of the Squad Leaders or authorized representatives of fifty per cent
(50%) of the squads having official status, and if a quorum is not present, the meeting shall be
adjourned from time to time by those present until a quorum is present.
The Council Secretary shall keep a record of the Council's recommendations and activities, and
shall see that a summary thereof is delivered to all Squad Leaders once a month.
Section 2. Squad Meetings: Each squad shall hold regular meetings of its members at least
once every week and shall devote the major part of the time to discussion of alcoholism, the
A.A. program, or related subjects. Squad meetings may be held either at the principal office of
the Society or elsewhere and shall be conducted on the basis of majority rule and democratic
process. Each squad shall make its own rules as to its activities, membership requirements, time
and place of meetings, notices, order of business and procedure, social activities, and other
4 BYLAWS New Hope Alan Group, Inc.
matters, so loag as they are .not in conflict with the Articles and Bylaws of the Society and the
12 -step A.A. Program.
ARTICLE V
NOMINATIONS AND ELECTIONS — TERMS OF OFFICE
Section t. Qualifcations and Nominations of Trustees NominatinjZ Committee; Candidates
for the Board of Trustees shah be members of the Society who have been dry for three (3)
consecutive years. No Board members shalt serve more than one consecutive term, or rerun for
Board election without being off the Board for two years or more. Candidates shall be
nominated in the following manner: Each time trustees are eiected'to the Board, the new Board
shall, at its first meeting thereafter, appoint members of the Society other than themselves as a
nominating committee to select candidates_ for Trustees at next election. The members of the
Society who are widely acquainted and respected in the Society, who are not themselves
candidates, and who are in the best position to judge the qualifications of prospective Trustees.
Such nominating committee shall meet from time to time during the year upon call of its
chairman (who shall be designated by the Board) and consider possible candidates for
Trusteeship. The Squad Leaders' Council shall, prior to February 1 st in each year, submit to the
committee a list of as many nominees as there are trustees to be elected. The committee shall
then add to that list from among the candidates it has considered an equal number of additional
nominees. This combined list (comprising twice as many nominees as there are trustees to be
elected) shall then be submitted to the Secretary of the Society in sufficient time to permit hire to
post it on the bulletin board and mail notice of it to the squad leaders at least one month before
the annual meeting. Thereafter, and up until 20 days before the annual meeting, additional
candidates may be placed in nomination by written petition, signed by at least 2510/a of the
members of the Society and delivered to the office of the Society. The names of all nominees
shall be listed in notice of the annual meeting delivered by the Secretary to members in
accordance with the Bylaws.
Section 2. Election of Trustees: At each annual meeting, members of the Society shall be
furnished with ballots containing the names of all nominees for the Board of Trustees. Each
member shall vote for as many nominees of his choice as there are trustees to be elected, no
more and no less, and deposit his ballot in a sealed ballot box. Ballots which contain less or
more than the number of trustees to be elected shall not be counted. The President shall appoint
3 members, not nominees, as election tellers who, when the balloting has been completed, shall
open the ballot box, count the votes for each nominee and report the totals to the President who
shall then declare that those nominees having the most votes are elected Trustees, and see that
notice is given of the results.
The Board shall also provide for a system of absentee balloting whereby members who cannot be
Present at the annual meeting can obtain a ballot beforehand, mark it and place it in a sealed,
unidentified envelope which, in turn, shall be placed in a signed, sealed envelope, addressed and
sent to the election teller who shall be obliged to check the eligibility of the signer, open the
outer envelope and place the unsigned ballot envelope (stili sealed) in the sealed ballot box to be
counted with those cast at the annual meeting. In case of a tie vote for any trusteeship, a special
BYLAWS New Hope Alano Group, Inc. 5
election shall be held in the same manner one ween after the annual meeting, at which the
members shall choose only between those nominees who are tied for that trusteeship. Notice of
such tie vote and special election shall be mailed to the members within 3 days after the annual
meeting.
Section 3. Vacancies on the Board: In the event a member of the Board ceases, for any reason,
to be such before his term has expired, this vacancy shall be filled by the newt runner-up of
candidates who received the highest number of votes at the preceding general election.
Section 4. Nominations and Election of Officers - Notice: At their first meeting after the
annual meeting of members, the new Board shall (pursuant to the provisions of the Articles and
as their first order of business after a temporary chairman and secretary are chosen) elect the
officers of the Society from among their members. A Trustee whose term has expired and who
has not been re-elected to the Board shall not take part in this election even though he continues
as an officer until this Board meeting. Nominations for President shall first be made and voted
upon (by secret ballot if any Board member requests it). Thereafter, each of the other officers
shall be nominated and elected, one at a time, in the same manner. As each is elected, he shall
assume the responsibilities of his office.
A second year Trustee will be elected Treasurer at each year's Board change. It shall be the duty
of the Secretary to give suitable and prompt notice to the membership of the results of the
election. Each officer shall serve for one year and until the time of the Board meeting at which
his successor is elected and qualified.
ARTICLE VI
POWERS AND DUTIES OF TRUSTEES AND OFFICERS AND SQUAD LEADERS
Section 1. The Power and Duties of Trustees: The Board of Trustees shall have and exercise,
subject to the provisions of the Articles and the Bylaws, full power of control and supervision
over the activities and affairs of the Society, including among other things: Society meetings,
A.A. classes and instruction; the use, supervision, repair and maintenance of the Society
property, the receipt and disbursement of Society funds for all purposes; the keeping of Society
records; the maintenance of public relations and publicity; together with control and supervision
over such activities and affairs as may from time to time be duly authorized by majority vote of
the members at annual or special business meetings.
Such things as the acquisition of real estate, the enlargement or major alteration of building, the
construction of new buildings, the soliciting or raising of funds other than by regular Society
activities and pledges of members, the embarking on new programs of assistance for alcoholics,
the establishment of funds other than proper reserves, the changing of basic policies or practices
of the Society, and other activities requiring authorization by the membership. Any special
purchase of over $1500.00 shall require a vote of approval of 50 % or more by the Pledging
Membership of the Society.
BYLAWS New Hope Alan Group, Inc.
The Board shall have power to delegate to the appropriate officers of the Society or to the
Squads or the Squad Leaders' Council, or the Planning Committee or to any other regular or
special committee or representative such supervisory, managerial or ministerial authority over
specific activities and matters as may be necessary or advisable in the efficient carrying on of the
Society's affairs. Any such delegation of authority shall be made by resolution of the Board and
shall be revocable by subsequent Board action at any time except as may be otherwise herein
provided.
In the conduct of the Society's affairs, it shall be the duty of the Trustees to act always for the
best interests of the Society and the Alcoholics Anonymous movement, to cooperate with all
groups interested in the public welfare but without engaging the Society in controversial matters,
and to promote harmony, friendship, and a spirit :of cooperation and tolerance among the
members as fully as possible.
Section 2. Powers and Duties of the Executive Committee: The five officers of the Society, as
Executive Committee of the Board, shall have power as the Board's administrative agency to act
for it on all ministerial and routine matters, and on all other matters which the Board may from
time to time authorize it to act. The Committee may also act for the Board, in the interim
between Board meetings, on other matters subject to Board approval.
It shall be the duty of the Committee to report its actions to the Board at Board meetings, to
report all recommendations and actions of the Squad Leaders' Council, and to submit for Board
action all matters that should be considered or that need authorization. Whenever matters arise
that require Board action before the next Board meeting, the Executive Committee shall call a
special meeting of the Board.
Section I _ Powers and Duties of Officers:
(A) It shall be the duty of the President of the Society:
1. To preside at annual and business meetings of members and give reports at such
meetings as to the actions and recommendations of the Board and the Executive
Committee.
2. To preside at all meetings of the Board of Trustees and the Executive Committee
and act as spokesman for the Board and Committee on all matters not specifically
delegated to others.
3. To preside at all special A.A. meetings and special functions of the whole
Society.
4. To perform such other tasks normally pertaining to the office of President or
specifically delegated to him by the membership of the Board.
(B) It shall be the duty of the First Vice President, or, in his absence or inability to act, of the
Second Vice President, to perform the duties and functions of the President whenever he is for
any reason unable to act, and, in the event of vacancy of the Presidency for any reason, to
BYLAWS New Hope Alano Group, Inc.
7
assume the office of President. Whenever possible, the dice Presidents shall be assigned
administrative and representative tasks by the Board so as to equalize the work of the officers
and relieve the President and Secretary of unnecessary burdens.
(C) It shall be the duty of the Secretary:
I. To keep and maintain all records and .files of the Society, other than those
pertaining to fiscal matters, and make provisions that they be not accessible to
persons outside the membership or to members not having a legitimate reason for
inspecting them.
2. To take minutes of the annual and business meeting, Board meetings, and
Executive Committee meetings and make a record thereof
3. To supervise the office of the Society and the handling of telephone calls or
communications.
4. To hire for the Society, and subject to Board approval, such secretaries, clerks,
stenographers, receptionist, and other office help as may be needed, and delegate
to them such part of his tasks as may be necessary and expedient.
5. To post such notices as are required in the Articles, Bylaws, or rulings of the
Board.
6. To make regular reports of his activities to the Board and an annual report to the
annual meeting.
7. To sign letters and documents on behalf of the Society and do such other things as
normally pertain to his office or as he may be required to do by the Board.
(D) It shall be the duty of the Treasurer:
I. To receive, collect and deposit in such Bank as the Board shall designate, all
moneys payable to the Society by way of pledges, donations, contributions, gifts,
collections, interest on investment and receipt from proper . activities of the
Society and other sources.
2. To keep and maintain proper and adequate records and accounts of the fiscal
affairs of the Society and make such tax return as are required of the Society.
3. To procure a suitable surety bond in such amount as the Board shall specify,
indemnifying the Society against loss from his conduct; the premium on such
band to be paid for by the Society.
4. To disburse funds of the Society for all duly authorized purposes, and to draw and
sign checks and drafts on behalf of the Society for such purposes.
8 BYLAWS New Hope Alan Group, Inc.
5. To arrange for and procure an annual review of the Society's booms and accounts,
as of the end of the year, by some competent outside accountant whose report
together with an annual report of the Treasurer, shall be submitted to the Board
and the annual meeting.
6. To make regular monthly reports of the fiscal affairs of the Society to the Board
at its regular meetings, which reports shall be made available to the members on
request.
7. To perform such other fiscal functions as the Board may from time to time
require.
It is contemplated that the Treasurer may delegate routine clerical and collection tasks to
appropriate employees of the Society, but it shall be his responsibility to maintain sufficient
supervision of these tasks to insure proper handling and accounting of the Society's funds.
Section 4. Powers And Duties of Squad Leaders: Each squad shall have power to determine
what the powers and duties of its squad leader and other squad officers shall be insofar as the
activities of the squad are concerned.
Insofar as the Society is concerned, however, it shall be the duty of each duly elected squad
leader:
1. To see that the principles of the A.A. program and the Society's Articles and
Bylaws are adhered to in his squad.
2. To report every month or oftener to the Secretary of the Society or to the
Society's office:
(a) the names and addresses, telephone numbers and dry dates of all new
prospective members of the Society affiliated with his squad;
(b) the names of all members of his squad who have slipped, together with new
dry dates, if any;
(c) all changes of address and telephone numbers of squad members;
(d) all those who have left the city or discontinued membership.
3. To solicit from members of his squad pledges to the Society on forms provided
for that purpose, and turn such pledges in to the Treasurer or to the Society office
4. To collect pledges and contributions from members of his squad and tum over
such funds to the Treasurer or office.
5. To attend .all meetings of the Squad Leaders' Council and report its actions and
those of the Board to his squad.
BYLAWS New Hope Alano Group, Inc.
we
6. To do such other things as are .required in the Articles and Bylaws, or which may
be requested by the Board.
It is contemplated that certain of these duties may be delegated, where permissible under the
Articles, to other appropriate squad officers, but it shall remain the supervisory responsibility of
the squad leader to the Society to see that they are performed.
ARTICLE DTII
ORGANIZING SQUADS -- OFFICIAL STATUS
Section 1. Organ 2:ing Squads: Any five (5) or more members of the Society who decide to do
so may form a squad entitled to official status. After they have so decided and met and elected a
K40 leder aiid trMpm and such other offices, as they :cbgo; they shall sq informs the
R
Society office and submit a list of the des, addresses, telephone numbers, and city dates of
their members and the names of their officers, together with a copy of any special rules,
regulations or qualifications they may have adopted for their group. The Board at its first
meeting thereafter shall ascertain whether the new squad conforms in personnel and other
respects to the requirement of the Articles and Bylaws. If it does, they shall assign such squad a
number and give that squad official status and record as such in the Society's records.
Should the Board fail to act, or refuse to recommend a new squad for official status, the squad
officers shall be entitled to a hearing on the matter by the Squad Leaders' Council, and written
request for a hearing shall be sent or left at the Society office, and the Squad Leaders' Council
shall then hear the arguments of both parties and make a ruling (in accordance with the Articles,
Bylaws, and Traditions) at the next scheduled Council meeting.
10 BYLAWS New Hope Mano Group, Inc.
HOUSE RULES
NEW HOPE ALANO GROUP, INC.
1. USE OF LIOUORS - DRUGS _ ETC. The use of alcoholic beverages, narcotics, or
hypnotics in any form on the Society's premises is absolutely prohibited, and any persons under
the influence of such beverages or drugs shall not be entitled to use or stay on the premises. It
shall be the duty of all officers, employees and members of the Society to evict such persons
from the premises.
2. SOCIETY PROPERTY: Dishes, chairs, tables, and other Society property shall not be
taken from the premises without the permission of Secretary, and such permission shall only be
given when the property is to be used for Alano purposes, and then only if persons borrowing it
sign for it and agree to be responsible for its safe return.
3. GAMBLING: Gambling/gambling activity, other than that specifically authorized by our
State License is prohibited inion the New Hope Alano premises, and further, such activity by any
member may result in their being asked to leave these premises and to requalify themselves for
membership in the Alano Group.
4. PARKING LOT: Cars left unattended in the parking lot over 24 hours will be subject to
towing off the premises at the owner's expense.
5. PROPER ATTIRE: Shirts and shoes are required at all times on Society premises.
6_ SLEEPING: Sleeping on the premises is not allowed.
7. WEAPONS: Weapons of any kind will not be tolerated on Society premises.
S. CHILDREN: Children under 12 years of age will be permitted on Society premises only
with proper supervision. No children under 12 years of age will be permitted after 8:00 p.m.
9. PETS: No pets will be allowed on Society premises, excepting those required for the
handicapped.
an.Aws200I.aoc
Commitment To Insure
ALTA Commitment - 1982
AGREEMENT TO ISSUE POLICY
We agree to issue a policy to you according to the terms of this Commitment. When we
show the policy amount and your name as the proposed insured in Schedule A, this
Commitment becomes effective as of the Commitment Date shown in Schedule A.
„ If the Requirements shown in this Commitment have not been met within six (6f months after
the Commitment Date, our obligation under this Commitment will end. Also, our obligation
under this Commitment will end when the Policy is issued and then our obligation to you will
be under the Policy.
Our obligation under this Commitment is limited by the following:
The Provisions in Schedule A.
The Requirements in Schedule B -I
The Exceptions in Schedule B-11.
The Conditions below.
This Commitment is not valid without SCHEDULE A and Sections and II of SCHEDULE B.
CONDITIONS
1. Definitions. (a) "Mortgage" means mortgage, deed of trust or other security instrument.
(b) "Public Records" means title records that give constructive notice of matters affecting your title
according to the state statutes where your land is located.
2. Later Defects. The Exceptions in Schedule B - Sections 11 may be amended to show any defects, liens
or encumbrances that appear for the first time in the public records or are created or attach between the Commitment Date and the date of which all
the Requirements (af and (c) of Schedule B - Section I are met. We shall have no liability to you because of this amendment.
3. Existing Defects. If any defects, liens or encumbrances existing at Commitment Date are not shown
in Schedule B, we may amend Schedule B to show them. If we do amend Schedule B to show these defects, liens or encumbrances, we shall be
liable to you according to Paragraph 4 below unless you knew of this information and did not tell us about it in writing.
4. Limitation Of Our Liability. Our only obligation is to issue to you the Policy referred to in this
Commitment, when you have met its Requirements. If we have any liability to you for any loss you incur because of an error in this Commitment, our
liability will be limited to your actual loss caused by your relying on this Commitment when you acted in good faith to:
Comply with the Requirements in Schedule B - Section I
or
Eliminate with our written consent any Exceptions shown in Schedule B - Section 11.
We shall not he liable for more than the Policy Amount shown in Schedule A of this Commitment and
our liability is subject to the terms of the Policy form to be issued to you.
5. Claims Must Be Based On This Commitment. Any claim, whether or not based on negligence, which
you may have against us concerning the title to the land must be based on this Commitment and is subject to its terms.
IN WITNESS WHEREOF, Old Republic National Title Insurance Company has caused its corporate name
and seal to be hereunto affixed by its duly authorized officers on the date shown in Schedule A, to be valid when countersigned by a validating
officer or other authorized signatory.
01 _0
Atrth rued Signatory
ORT Form 3538
ALTA Commitment Form - 1982
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
A Stock Company
400 Second Avenue South, Minneapolis, Minnesota 55401
(612J 371-1111
ey President
Attest p�.t,���"� Secretary
I
Commitment To Insure
ALTA Commitment - 1982
INFORMATION SHEET
The Title Insurance Commitment is a legal contract between you and the Company. It is issued to
show the basis on which we will issue a Title Insurance Policy to you. The Policy will insure you
against certain risks to the land title, subject to the limitations shown in the Policy.
The Company will give you a sample of the Policy form, if you ask.
The Commitment is based on the land title as of the Commitment Date. Any changes in the land
title or the transaction may affect the Commitment and the Policy.
The Commitment is subject to its Requirements, Exceptions and Conditions.
THIS INFORMATION IS NOT PART OF THE TITLE INSURANCE COMMITMENT. YOU SHOULD READ
THE COMMITMENT VERY CAREFULLY.
If you have any questions about the Commitment,
TABLE OF CONTENTS
Page
AGREEMENT TO ISSUE POLICY Back Cover
SCHEDULE A Insert
1. Commitment Date
2. Policies to be Issued, Amounts and Proposed Insureds
3. Interest in the Land and Owner
4. Description of the Land
SCHEDULE B-1— REQUIREMENTS Insert
SCHEDULE B -II — EXCEPTIONS Insert
CONDITIONS Back Cover
ORT Farm 398
ALTA Cammit,nent Form -1982
APPLICATION NO.: HEN-OR1028061
ALTA COMMITMENT —1982 Rev.
SCHEDULE A
APPLICATION NO.: ORI 028061-C
1. EFFECTIVE DATE: November 3, 2004 AT 7:00 AM
2. POLICY OR POLICIES TO BE ISSUED:
❑ 'ALTA' RESIDENTIAL OWNERS POLICY REV 1987
❑'ALTA' OWNER'S POLICY 10-17-92
PROPOSED INSURED:
® 'ALTA' LOAN POLICY 10-17-92
Economic Development Authority in and for City of New Hope
❑ OTHER POLICY ISSUED
PROPOSED INSURED:
❑ OTHER POLICY ISSUED
PROPOSED INSURED:
$175,000.00
3. THE ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN THIS
COMMITMENT AND COVERED HEREIN IS A FEE SIMPLE AND TITLE THERETO
IS AT THE EFFECTIVE DATE HEREOF VESTED IN:
Catherine M. Keto and Carolyn M. Peterson and Cynthia A. Lipari, an undividedf/5 3
interest; and Alton C. Carlson, Trustee, and Gladys D. Carlson, Trustee, an undivided 15
interest
ORDOCS ORT ALTA COMMITMENT 1982 FOR ALL POLICY TYPES
PAGE 1 ( *OLD REPUBLIC
,F K National Title Insurance Company
APPLICATION NO.: HEN-OR1028061
4. THE LAND REFERRED TO IN THIS COMMITMENT IS DESCRIBED AS FOLLOWS:
Lot 2, Block 1, Tetzloff First Addition, according to the recorded plat thereof, and situate in
Hennepin County, Minnesota.
Being registered land as is evidenced by Certificate of Title No. 1059903.
ORDOCS ORT ALTA COMMITMENT 1982 FOR ALL POLICY TYPES *'w
PAGE 2 -w OLD REPUBLIC
, f 'F National Title Insurance Company
APPLICATION NO.: HEN-OR1028061
SCHEDULE B — SECTION l
REQUIREMENTS
The following are the requirements to be complied with:
1. Warranty Deed from Catherine M. Keto and John Keto, wife and husband; Carolyn M.
Peterson and Gordon Peterson, wife and husband; Cynthia A. Lipari and Anthony Lipari,
wife and husband; and Alton C. Carlson and Gladys D. Carlson, husband and wife, to New
Hope Alano Group.
2. Provide Old Republic Title with a Well Disclosure Certificate or the conveyance documents
must contain the following language:
THE SELLER CERTIFIES THAT THE SELLER DOES NOT KNOW OF ANY WELLS
ON THE DESCRIBED REAL PROPERTY.
ORDOCS ORT ALTA COMMITMENT 1992 FOR ALL POLICY TYPES * R
PAGE 3 * * OLD REPUBLIC
National Title Insurance Company
# * aF
APPLICATION NO.: HEN-OR1028061
SCHEDULE B — SECTION 2
STANDARD EXCEPTIONS
A Facts which would be disclosed by a comprehensive survey of the premises described herein.
B Rights and claims of parties in possession.
C Mechanics', Contractors', or Materialmen's liens and lien claims, if any where no notice
appears of record.
D Any change in title occurring subsequent to the effective date of this Commitment and prior
to the date of issuance of the Title Policy.
E Easements, or claims of easements, not shown by the public records.
IN ADDITION TO THE STANDARD EXCEPTIONS, CONDITIONS, STIPULATIONS AND
EXCLUSIONS FROM COVERAGE CONTAINED HEREIN AND IN THE COMPANY'S
USUAL FORM OF POLICY, THE LAND REFERRED TO IS, AS OF THE EFFECTIVE
DATE HEREOF, SUBJECT TO THE FOLLOWING:
1. There are no levied or pending special assessments.
The date of the special assessment search is December 15, 2004.
2. Taxes for the year 2004 in the amount of $13,643.70 are paid. (Base tax amount $13,576.73.)
(Tax No. 05-118-21-32-0067.)
NOTE: Hennepin County tax records indicate property is non -homestead for taxes payable
in the year 2004.
3. Easement for roadway purposes as shown in Deed filed as Document No. 881143.
4. Easement for purpose of creating a common curb cut and driveway as shown in Document
No. 1287870.
5. Utility easement as set forth in Warranty Deed filed as Document No. 986153.
6. Easement for private roadway purposes as contained in Deed filed as Document Nos.
1511318, 1531155 and 1531156.
7. Easement over land as contained in Document No. 1505500 and as modified by Document
No. 1536085.
NOTE: If there are any questions concerning the exceptions shown on this commitment,
please call Rick Zilka at (612) 371-1178.
ORDOCS ORT ALTA COMMITMENT 1982 FOR ALL POLICY TYPES ,F
PAGE ° *
*OLD REPUBLIC
* National Title Insurance Company
OLD REPUBLIC
National Title Insurance Company
* *
April 29, 2005
Jenson & Sondrall
ATTN: Clarissa Clergy
8525 Edinbrook Crossing, #201
Brooklyn Park, Minnesota 55443
RE: Order Number OR1028061 C -
Documents indicated below are enclosed:
❑ Abstract of Title No.
® Mortgagee's Policy A22025 -MM -00042184
❑ Title Binder
❑ Deed, Document No.
❑ Mortgage, Deed Document No.
❑ Satisfaction, Deed Document No.
❑ Assignment of Leases and Rents Document No.
❑ Mortgage Deed No.
❑ invoice
❑ Endorsement
❑ ARM Endorsement
❑ ALTA 8.1 Endorsement
❑ ALTA 9 Endorsement
Other Documents Enclosed
Yours very truly,
OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY
By: kw
NOTE: If you have any questions regarding this policy, please call:
Marguerite Edholm at 612-371-1111 ext. 1276 Fax 612-371-1179.
ORDOC3 M Letter MT01215
OLD REPUBLIC NATIONAL TITLE
400 Second Avenue South
Minneapolis, MN 55401
(612) 371-1111
* * * Loan Policy
* American Land Title Association Loan Policy 10-17-92
Wyk *-k Policy Number A22025 -MM -00042184
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;
Any defect in or lien or encumbrance on the title;
Unmarketability of the title;
Lack of a right of access to and from the land;
The invalidity or unenforceability of the lien of the insured mortgage upon the title;
The priority of any lien or encumbrance over the lien of the insured mortgage;
Lack of priority of the lien of the insured mortgage over any statutory lien for services, labor or material:
(a) arising from an improvement or work related to the land which is contracted for or commenced prior to Date of
Policy; or
(b) arising from an improvement or work related to the land which is contracted for or commenced subsequent to Date
of Policy and which is financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage
which at Date of Policy the insured has advanced or is obligated to advance;
The invalidity or unenforceability of any assignment of the insured mortgage, provided the assignment is shown in
Schedule A, or the failure of the assignment shown in Schedule A to vest title to the insured mortgage in the named
insured assignee free and clear of all liens.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title or the lien of the insured
mortgage, 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 which arise by reason of -
1)
£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 land 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 (except to the extent that this policy insures the priority of the lien
of the insured mortgage over any statutory lien for services, labor or material); or
ORDOCS LOAN POLICY ORT FORM 401 ALTA LOAX POLICY 10-17-92 MT01151
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the
insured mortgage.
4) Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or
the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of
the state in which the land is situated.
5) Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction
evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6) Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or
materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is
contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the
indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to
advance.
7) Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of
the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on:
(a) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent
transfer; or
(b) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable
subordination; or
(c) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the
preferential transfer results from the failure:
(i) to timely record the instrument of transfer; or
(ii) 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. The term "insured" also includes:
(i) the owner of the indebtedness secured by the insured mortgage and each successor in ownership of the
indebtedness except a successor who is an obligor under the provisions of Section 12(c) of these Conditions and
Stipulations (reserving, however, all rights and defenses as to any successor that the Company would have had
against any predecessor insured, unless the successor acquired the indebtedness as a purchaser for value without
knowledge of the asserted defect, lien, encumbrance, adverse claim or other matter insured against by this
policy as affecting title to the estate or interest in the land);
(ii) any governmental agency or governmental instrumentality which is an insurer or guarantor under an insurance
contract or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage, or any part
thereof, whether named as an insured herein or not;
(iii) the parties designated in Section 2(a) of these Conditions and Stipulations.
(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 defined 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, 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
1(a)(iv) of the Exclusions from Coverage, "public records" shall also include environmental protection liens filed in
the 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 or the insured
mortgage to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of
marketable title.
2. Continuation of Insurance.
ORDOCS LOAN POLICY ORT FORM 401 ALTA LOAN POLICY 10-17-92 NT01151
(a) After Acquisition of Title. The coverage of this policy shall continue in force as of Date of Policy in favor of (i) an
insured who acquires all or any part of the estate or interest in the land by foreclosure, trustee's sale, conveyance in
lieu of foreclosure, or other legal manner which discharges the lien of the insured mortgage; (ii) a transferee of the
estate or interest so acquired from an insured corporation, provided the transferee is the parent or wholly-owned
subsidiary of the insured corporation, and their corporate successors by operation of law and not by purchase,
subject to any rights or defenses the Company may have against any predecessor insureds; and (iii) any
governmental agency or governmental instrumentality which acquires all or any part of the estate or interest
pursuant to a contract of insurance or guaranty insuring or guaranteeing the indebtedness secured by the insured
mortgage.
(b) 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.
(c) Amount of Insurance. The amount of insurance after the acquisition or after the conveyance shall in neither event
exceed the least of-
i)
fi) the Amount of Insurance stated in Schedule A;
ii) the amount of the principal of the indebtedness secured by the insured mortgage as of Date of Policy, interest
thereon, expenses of foreclosure, amounts advanced pursuant to the insured mortgage to assure compliance with
laws or to protect the lien of the insured mortgage prior to the time of acquisition of the estate or interest in the
land and secured thereby and reasonable amounts expended to prevent deterioration of improvements, but
reduced by the amount of all payments made; or
iii) the amount paid by any governmental agency or governmental instrumentality, if the agency or instrumentality
is the insured claimant, in the acquisition of the estate or interest in satisfaction of its insurance contract or
guaranty.
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 or the lien of the insured mortgage, 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 or the lien of the insured mortgage,
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 with 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.
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 or the lien of
the insured mortgage, 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
ORDOCS LOAN POLICY ORT FORM 401 -ALTA LOAN POLICY 10.17-92 MT01151
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 or the lien of the insured mortgage, as
insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the
Company's obligation 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.
5. 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 parties as required in this paragraph, unless prohibited by law or governmental regulation, shall terminate any
liability of the Company under this policy as to that claim.
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 or to purchase the indebtedness.
i) 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; or
ii) to purchase the indebtedness secured by the insured mortgage for the amount owing thereon together with any
costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up
to the time of purchase and which the Company is obligated to pay.
If the Company offers to purchase the indebtedness as herein provided, the owner of the indebtedness shall transfer,
assign, and convey the indebtedness and the insured mortgage, together with any collateral security, to the Company
upon payment therefor.
Upon the exercise by the Company of either of the options provided for in paragraphs (a)(i) or (ii), all liability and
obligations to the insured under this policy, other than to make the payment required in those paragraphs, 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.
ORDOCS LOAN POLICY ORT FORM 401 -ALTA LOAN POLICY 10-17-92 MT01151
Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or {ii), the 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 and Extent of Liability.
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, if applicable, the amount of insurance as defined in Section
2(c) of these Conditions and Stipulations;
ii) the amount of the unpaid principal indebtedness secured by the insured mortgage as limited or provided under
Section 8 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and
Stipulations, at the time the loss or damage insured against by this policy occurs, together with interest thereon;
or
iii) 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 insured has acquired the estate or interest in the manner described in Section 2(a) of these
Conditions and Stipulations or has conveyed the title, then the liability of the Company shall continue as set forth in
Section 7(a) of these Conditions and Stipulations.
(c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these
Conditions and Stipulations.
8. 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, or otherwise establishes the lien of the
insured mortgage, 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 or to the lien of the insured mortgage, 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.
(d) The Company shall not be liable for: (i) any indebtedness created subsequent to Date of Policy except for advances
made to protect the lien of the insured mortgage and secured thereby and reasonable amounts expended to prevent
deterioration of improvements; or (ii) construction loan advances made subsequent to Date of Policy, except
construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in part the
construction of an improvement to the land which at Date of Policy were secured by the insured mortgage and which
the insured was and continued to be obligated to advance at and after Date of Policy.
9. Reduction of insurance; Reduction or Termination of Liability.
(a) All payments under this policy, except payment made for costs, attorneys' fees and expenses, shall reduce the
amount of the insurance pro tanto. However, any payments made prior to the acquisition of title to the estate or
interest as provided in Section 2(a) of these Conditions and Stipulations shall not reduce pro tanto the amount of the
insurance afforded under this policy except to the extent that the payments reduce the amount of the indebtedness
secured by the insured mortgage.
(b) Payment in part by any person of the principal of the indebtedness, or any other obligation secured by the insured
mortgage, or any voluntary partial satisfaction or release of the insured mortgage, to the extent of the payment,
satisfaction or release, shall reduce the amount of insurance pro tanto The amount of insurance may thereafter be
increased by accruing interest and advances made to protect the lien of the insured mortgage and secured thereby,
with interest thereon, provided in no event shall the amount of insurance be greater than the Amount of Insurance
stated in Schedule A.
(c) Payment in full by any person or the voluntary satisfaction or release of the insured mortgage shall terminate all
liability of the Company except as provided in Section 2(a) of these Conditions and Stipulations.
10. Liability Noncumulative.
If the insured acquires title to the estate or interest in satisfaction of the indebtedness secured by the insured mortgage, or
any part thereof, it is expressly understood that the amount of insurance under this policy shall be reduced by any amount
ORDOCS LOAN POLICY ORT FORM 401 -ALTA LOAN POLICY 10-17-92 MT01151
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.
11. 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.
12. 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 all rights and remedies of the insured claimant after the insured claimant shall have recovered its
principal, interest, and costs of collection.
(b) The Insured's Rights and Limitations.
Notwithstanding the foregoing, the owner of the indebtedness secured by the insured mortgage, provided the priority
of the lien of the insured mortgage or its enforceability is not affected, may release or substitute the personal liability
of any debtor or guarantor, or extend or otherwise modify the terms of payment, or release a portion of the estate or
interest from the lien of the insured mortgage, or release any collateral security for the indebtedness.
When the permitted acts of the insured claimant occur and the insured has knowledge of any claim of title or interest
adverse to the title to the estate or interest or the priority or enforceability of the lien of the insured mortgage, as
insured, the Company 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.
(c) The Companx's Rights Against Non-insured Obligors.
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, notwithstanding any terms
or conditions contained in those instruments which provide for subrogation rights by reason of this policy.
The Company's right of subrogation shall not be avoided by acquisition of the insured mortgage by an obligor
(except an obligor described in Section l(a)(ii) of these Conditions and Stipulations) who acquires the insured
mortgage as a result of an indemnity, guarantee, other policy of insurance, or bond and the obligor will not be an
insured under this policy, notwithstanding Section 1(a)(i) of these Conditions and Stipulations.
13. 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.
ORDOCS LOAN POLICY ORT FORM 401 ALTA LOAN POLICY 14-17-92 MT41151
14. 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 lien of
the insured mortgage or 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.
15. Severability.
In the event any provision of this 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.
16. 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 tisrough tba office of:
Old Rcpublk National Title Instaum Company
400 SecaM Avenue South
Minneapolis, MN 55401
A ..
Autherited S*amry
OLD REPUBLIC NATIONALTrME INSURANCE COMPANY
A Stack Company
400 Second Avenue ScuM, MinnWafis, Minnraw a WV?
(60371-111)
gyPresident
Attmr Im "soare"ry
ORDOCS LOAN POLICY ORT FORM 401—ALTA LOAN POLICY 10-17-92 MT01151
FILE NO: HEN OR1028061-C
ST. 22
CNTY. 053
PROP. 3
TRAN. 042
Re -Issue Liability: $175,000.00
ORT Mortgage 10-17-92 ORT FORM 401
FILE NO.: OR1028061-C
POLICY NO.: A22025 -MM -00042184
POLICY AMOUNT: $175,000.00 PREMIUM:
SCHEDULE A
POLICY DATE: December 29, 2004 AT 5:00 PM
1. NAME OF INSURED:
Economic Development Authority in and for City of New Hope, a public body corporate and
politic
2. THE TITLE TO THE FEE SLMPLE ESTATE IN SAID LAND IS, AT DATE HEREOF,
VESTED IN:
New Hope Alano Group
3. THE MORTGAGE AND ASSIGNMENTS, IF ANY, COVERED BY THIS POLICY ARE
DESCRIBED AS FOLLOWS:
Mortgage, Security Agreement and Fixture Financing Statement executed by New Hope
Alano Group, Inc., a Minnesota non-profit Corporation in favor of Economic Development
Authority in and for the City of New Hope, a public body corporate and politic, dated
December 28, 2004, filed December 29, 2004, as Document No. 4059387, in the original
amount of $175,000.00.
4. THE LAND REFERRED TO IN THIS POLICY IS THE SAME LAND AS DESCRIBED
IN THE MORTGAGE SHOWN AT NO. 3 ABOVE.
Lot 2, Block 1, Tetzloff First Addition, according to the recorded plat thereof, and situate in
Hennepin County, Minnesota.
Being registered land as is evidenced by Certificate of Title No. 1144843.
ORDOCS ORT MORTGAGES FINAL POLICY MT01130 OMFP
PAGE 1 � '�
* OLD REPUBLIC
National Title Insurance Company
is
FILE NO: HEN OR1028061-C
SCHEDULE B -Y
THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE BY REASON OF THE
FOLLOWING:
1. Special assessments and taxes not yet due and payable.
NOTE: There are no special assessments now a lien on the premises.
2. Taxes for the year 2004 and prior years are paid.
3. Easement for roadway purposes as shown in Deed filed as Document No. 881143.
4. Easement for purpose of creating a common curb cut and driveway as shown in Document
No. 1287870.
5. Utility easement as set forth in Warranty Deed filed as Document No. 986153.
6. Easement for private roadway purposes as contained in Deeds filed as Document Nos.
1511318, 1531155 and 1531156.
7. Easement over land as contained in Document No. 1505500.
8. Facts which would be disclosed by an accurate survey of the premises herein described.
ORDOCS ORT MORTGAGES FINAL POLICY MT01130 O!MFP
PAGE 2
OLD REPUBLIC
f �
National Title insurance Company
Ia10:!2Lem ow 1VreraUYPAYfLifi7
SCHEDULE B -II
IN ADDITION TO THE MATTERS SET FORTH IN PART I OF THIS SCHEDULE, THE
TITLE TO THE ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO
IN SCHEDULE A IS SUBJECT TO THE FOLLOWING MATTERS, IF ANY BE SHOWN,
BUT THE COMPANY INSURES THAT THE LIEN OR CHARGE OF THE INSURED
MORTGAGE UPON SAID ESTATE OR INTEREST IS PRIOR TO SUCH MATTERS:
NONE
ORDOCS ORT MORTGAGES FINAL POLICY NM1130 OMFP
PAGE 3
* OLD REPUBLIC
* National Title Insurance Company
DEC -14-2004 17:07 WALKER FINANCE 512 827 8431 P.02f02
NEW HOPE ALANO GROUP, INC. (NEW HOPE ALANO SOCIETY)
CORPORATE RESOLUTION
I, Tania K. Kress, do hereby certify that I am Secretary of New Hope Alano Group Inc.
f hereinafter "Society % a corporation organized under the laws of the State OfMtnnesota, and
ollowing is a true
that the f, complete and correct copy of the resolution adopted at a meeting of
the Board of Trustees of said corporation duly and properly called and held on July 19, 2004,
that a quorum was present at said tweeting; that said resolution is set forth in the minutes of said
meeting and has not been rescinded or modified.
BE IT RESOLVED, that following a vote by the Society's membership held on July 15, 2004,
the Board of Trustees hereby authorizes any one of the following members of the building
committee:
Frederic Boyes, Alana Fermoyle, Steve BOW Craig Anderson, or Robert G. Lindig,
On behalf of New Hope Alano Group, Inc., to negotiate and enter in to a loan agreement with the
City ofNew Hope for an amount not exceeding V 75,000.00 , at an interest rate not exceeding
4.00%, amortized over 30 years, with a balloon payment at the end of the 151' year, to execute
the carporation's promissory note containing those terms, and to execute and deliver a mortgage
of the corporation's real property to secure payment of said note.
1 further certify that the Board of Trustees of this corporation has, and at the time of adoption of
said resolution had, fiill power and lawful authority to adopt the foregoing resolu#ion and to
confer the powers therein granted to the persons named.
In witness whereof, I have hereunto subscribed my name on this 6th day of December, 2004
Attest by one other Officer
r-.
Secretary
rr■irfm; Mia
ROBERT C. LIND[G
ATTORNEY AT LAW
209 EAST MAPLE
MORA, MINNESOTA 55051-1398
TELEPHONE: (3201 679-1081
FAX: (3201 67a-1082
December 28, 2004
Economic Development Authority
in and for the City of New Hope
4401 Xylon Ave. N.
New Hope, MN 55428
ATTN: Daniel J. Donahue, Executive Director
Re: New Hope Alano Group, Inc.
Dear Mr. Donahue:
I have been asked to serve as counsel for the New Hope Alano Group, Inc., in connection
with the sale of their real property to the Economic Development Authority in and for the
City of New Hope, (the "EDA") and the obtaining of a Ioan from the EDA to the Alano
Group to enable them to purchase replacement real property.
To enable me to render the following opinions, I have examined the following
documents:
I . Articles of Incorporation of the New Hope Alano Group, Inc., adopted 25
March 1968.
2. Bylaws of the Group, which have been represented to me as being the bylaws
currently in effect.
3. A Certificate of Good Standing issued by the Secretary of State of the State of
Minnesota dated 9 December 2004.
4. A resolution of the Board of Trustees of New Hope Alano Group, Inc., dated
23 November 2004 authorizing any one of five members of its Building
Committee to purchase the "A. C. Carlson Building" at 7550 Bass Lake Road
for the sum of $600,000.00 on behalf of the corporation.
5. A resolution of the Board of Trustees of New Hope Alano Group, Inc., dated
6 December 2004, authorizing any one of five named members of its Building
Committee to execute and deliver to the City of New Hope the corporation's
promissory note and mortgage containing terms set forth in said resolution.
Based upon such examination, it is my opinion that New Hope Alano Group, Inc., is a
nonprofit corporation organized under the laws of the State of Minnesota, that it enjoys
the status of good standing as of the date of this opinion, and that as such it has the legal
capacity to own real property and to purchase, sell and encumber real property in the
ordinary course of its business.
It is further my opinion that New Hope Alano Group, Inc., acting through its Board of
Trustees, has delegated to any one or more of five persons, namely Frederic Boyes, Alana
Femoyle, Steve Boldt, Craig Anderson and Robert G. Lindig, the requisite authority to
purchase for the corporation certain real property known as the "A. C. Carlson Building,"
and to cause the corporation to enter into a loan agreement with the EDA, to include
executing and delivering to the EDA the promissory note of New Hope Alano Group,
Inc., in an amount not exceeding $175,000.00 to be repaid, together with interest not
exceeding four percent per annum, in 180 equal and consecutive monthly payments
calculated to amortize said amount in 360 months, but including a final balloon payment
at the end of 15 years. Further, any one or more of the five members above --named have
been authorized by the New Hope Alano Group, Inc., to secure the payment of the
promissory note above-described by executing and delivering to the EDA a first mortgage
upon the real property being purchased.
I have not examined any documents except those specifically identified in numbered
paragraphs 1 through 5, above, and can therefore offer no opinion as to the adequacy of
the deeds, notes or mortgages being used, nor do I have any knowledge of the status of
title of any of the parties to any real property involved.
Very truly yours,
IN—
ROBERT
ROBERT C. LINDIG
Minn. Atty ID#63502
NEW HOPE ALANO GROUP, INC.
7550 BASS LAKE ROAD
NEW HOPE MN 55428
7 January 2005
Jensen & Sondrall, P.A.
Attn: Clarissa M. Klug
8525 Edinbrook Crossing, Ste. 201
Brooklyn. Park MN 55443-1968
Re: Economic Development Authority in and for the City of New Hope $175,000
loan issued to New Hope Alano Group, Inc. on 28 December 2004
Dear Ms. Klug:
In response to your request of 29 December, the Board of Trustees of New Hope Alano Group,
Inc. adopted the enclosed corporate resolution on 3 January 2005. This additional resolution (1)
re -affirms the $175,000 loan, (2) clarifies that the loan is to be issued by the Economic
Development Authority in and for the City of New Hope, and (3) clarifies that the individuals
authorized to execute the Note and first Mortgage are additionally authorized to execute such
other instruments as are reasonably required by the EDA to secure the Note.
If you should need anything else, please feel free to contact me directly at (612) 827 -8357 -
Very truly yours,
NEW HOPE ALANO GROUP, INC.
Robert G. indig�
Treasurer
enclosure
NEW HOPE ALANO GROUP, INC. (NEW HOPE ALANO SOCIETY)
CORPORATE RESOLUTION
I, Tania K. Kress, do hereby certify that I am Secretary of New Hope Alano Group Inc.
(hereinafter "Society"), a corporation organized under the laws of the State of Minnesota, and
that the following is a true, complete and correct copy of the resolution adopted at a meeting of
the Board of Trustees of said corporation duly and properly called and held on January 3, 2005;
that a quorum was present at said meeting; that said resolution is set forth in the minutes of said
meeting and has not been rescinded or modified.
BE IT RESOLVED, that following a vote by the Society's membership held on July 15, 2004,
the Board of Trustees hereby re -affirms:
1) The corporation is authorized to negotiate and enter in to a loan agreement for an amount not
exceeding $175,000.00, at an interest rate not exceeding 4.00%, amortized over 30 years,
with a balloon payment at the end of the 15th year, or such other terms as would be
considered reasonable and prudent; to execute the corporation's promissory note containing
those terms, and to execute and deliver a mortgage of the corporation's real property to
secure payment of said note,
2) The loan agreement described in item 1 above shall be negotiated with the Economic
Development Authority in and for the City of New Hope ("EDA"), and
3) Any one of the following named members of the Building Committee
Frederic Boyes
Alana Fermoyle
Steve Boldt
Craig Anderson
Robert G. Lindig
is authorized, on behalf of the Society, to execute the Note and First Mortgage as described
in items 1 and 2 above, and is additionally authorized to execute such other instruments as
may be reasonably required by the EDA to secure the Note, including but not limited to a
Security Agreement, an Assignment of Leases and Rents, and a Guaranty by the New Hope
Alano Group, Inc.
I further certify that the Board of Trustees of this corporation has, and at the timc of adoption of
said resolution had, full power and lawful authority to adopt the foregoing resolution and to
confer the powers therein granted to the persons named.
In witness whereof, I have hereunto subscribed my name on this third day of January, 2005
Ile
Attest by one other Officer Sec tary
MORTGAGE NOTE COPY
$175,000.00 New Hope, Minnesota
ac e _4e, 9Y , 2004
FOR VALUE RECEIVED, the undersigned, the NEW HOPE ALANO GROUP, INC.,
a Minnesota non-profit corporation (hereinafter "Borrower"), promises to pay to the order of
ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW HOPE, a
public body corporate and politic ("Lender"), (Lender and any holder of this Note from time to
time are each hereafter sometimes referred to as "Holder") at its business address, 4401 Xylon
Avenue North, New Hope, Minnesota 55428, or at such other place as may be designated in
writing by the Holder, the principal sum of One Hundred Seventy Five Thousand and 001100
Dollars ($175,000.00) (the "Loan Amount"); together with interest from the date hereof until
fully paid, calculated on the basis of the number of days elapsed in a 360 -day year, at the rate of
four and one half percent (4.5%) per annum on the portion of the Loan Amount advanced and
remaining unpaid (the "Principal Balance"). The Principal Balance and interest shall be due as
follows: the first monthly payment of $886.70 shall be due and payable thirty (30) days
following the date this Note is executed and subsequent payments of $886.70 shall be due and
payable on the same day each and every month until January '!IL, 2020 (the "Maturity Date"),
at which time the Principal Balance and all accrued and unpaid interest shall be paid in full.
All payments received hereunder shall be applied first to any costs of collection (including
reasonable attorney's fees), second to late charges, third to accrued interest and then in reduction
of the Principal Balance. This Note may be prepaid in full or in part at any time without penalty.
If any installment is paid more than fifteen (15) days after the due date thereof, the Borrower
shall pay a late charge of five percent (5 %) of the installment or payment to cover the expenses of
collection.
1
This Note is secured by a Mortgage, Security Agreement and Fixture Financing
Statement of even date herewith and (1) a Security Agreement of even date herewith; and (2) an
Assignment of Rents of even date herewith; and (3) a Fixture Financing Statement of even date
herewith ("Mortgage") upon certain real and personal property owned by Borrower in Hennepin
County, Minnesota and more commonly known as 7550 Bass Lake Road, City of New Hope,
plus certain other security agreements of even date herewith. All of the terms and conditions
contained in the Mortgage, and in said additional security agreements, which are to be kept and
performed by Borrower are hereby made a part of this Note to the same extent and with the same
force and effect as if they were fully set forth herein; and Borrower covenants and agrees to keep
and perform them, or cause them to be kept and performed, strictly in accordance with their
terms.
Time is of the essence hereof. In the event of a default, after notices required (if any) and
the expiration of the applicable cure period (if any), in the payment of any principal or interest
due hereunder or in the payment or performance of anything by Borrower to be paid or
performed under any of the terms and conditions in this Note, the Mortgage, and/or the other
aforementioned security documents (including but not limited to general rights and remedies of
Lender at law or in equity), the Holder at its option and without further notice, demand or
presentment for payment to Borrower or others, may declare immediately due and payable the
Principal Balance and interest accrued thereon, together with any reasonable attorneys' fees
incurred by Holder in collecting or enforcing payment thereof, whether suit be brought or not,
and Holder may additionally or alternatively declare immediately due and payable all other sums
due by Borrower hereunder or under the Mortgage and/or other aforementioned security
documents and, any language herein or in the Mortgage to the contrary notwithstanding, payment
thereof may be enforced and recovered in whole in or in part at any time by one or more of the
N
remedies provided to Holder in this Note or in the Mortgage or other aforementioned security
documents.
The remedies of Holder as provided herein and in the Mortgage shall be cumulative and
concurrent and may be pursued singly, successively or together, at the sole discretion of Holder,
and may be exercised as often as occasion therefore shall occur; and the failure to exercise any
such right or remedy shall in no event be construed as a waiver or release thereof.
Borrower and all others who may become liable for all or part of the Principal Balance
hereof or for any obligations of Borrower to Lender or Holder jointly and severally: (a) waive
presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest
and notice of protest of this Note, and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of the payment of this Note, and (b) expressly
agree that no extensions of time for the prepayment of this Note shall operate to release,
discharge, modify, change or affect the original liability under this Note, the Mortgage or the
other security documents related thereto.
Holder shall not be deemed by any act of omission or commission to have waived any of
its rights or remedies hereunder unless such waiver is in writing and signed by the Holder, and
then only to the extent specifically set forth in the writing. A waiver with reference to one event
shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a
subsequent event.
All agreements herein are expressly limited so that in no contingency or event whatsoever
shall the amount paid or agreed to be paid to the Holder for the use, forbearance or detention of
the money to be advanced hereunder exceed the highest lawful rate permissible under applicable
usury laws. If from any circumstances whatsoever fulfillment of any provision hereof, at the
time performance of such provision is or shall be due, involves transcending the limit of validity
prescribed by law which a court of competent jurisdiction may deem applicable hereto, then the
3
obligation to be fulfilled shall be reduced to the limit of such validity and if from any
circumstances whatsoever the Holder shall ever receive as interest an amount which would
exceed the highest lawful rate such amount, which would be excessive interest, shall be applied
to the reduction of the Principal Balance due hereunder and not to the payment of interest.
This instrument shall be governed by and construed according to the laws of the State of
Minnesota without regard to the principles of conflicts of law. If any provision of this Note shall
be held by a court of competent jurisdiction to be illegal or unenforceable, such provision shall be
deemed canceled to the same extent as though it never had appeared herein, but the remaining
provisions shall not be affected thereby. All notices, requests, demands and other
communications required or permitted to be given hereunder will be given in the manner
provided for in the Mortgage.
IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly
executed this Note the day and year first above written.
New Hope Alano Group, Inc.,
a Minnesota non-profit corporation
By - Q�
Its
PAAwniey%SAS\l Client Fi:es12 City of New Hope199.1l276(AlanD)1001-175k mortgage n0WAC Carlson bldg-D2(eleaW.doc
4
4059387
MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FINANCING STATEMENT
Cfl
THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING
STATEMENT (hereafter referred to as "Mortgage") is made this 4q day of December, 2004,
between the New Hope Alan Group, Inc., a Minnesota non-profit corporation with a business
address of 7550 Bass Lake Road, New Hope, MN 55428 ("Mortgagor"), and the Economic
Development Authority in and for the City of New Hope, a public body corporate and politic
having its office at 4401 Xylon Avenue North, New Hope, MN 55428 ("Mortgagee").
WITNESSETH:
WHEREAS, Mortgagor is justly indebted to Mortgagee in the principal sum of One
Hundred Seventy Five Thousand Dollars ($175,000.00), with interest thereon, until paid,
pursuant to which Mortgagor has executed a Mortgage Note of even date herewith ("Note"),
payable to the order of Mortgagee at its office aforesaid, or at such other place as the holder
thereof may designate in writing, said principal sum being payable as set forth in the Note with
interest at the rate set forth therein.
NOW, THEREFORE, THIS MORTGAGE WITNESSETH: That Mortgagor, in
consideration of the premises and for the purpose of securing (1) payment of said indebtedness as
in the Note provided, (2) payment of all other monies secured hereby, and (3) the performance of
all the covenants, conditions, stipulations and agreements herein contained and contained in the
Note and any other security document referred to therein, does by these presents grant, bargain,
sell and convey to Mortgagee, its successors and assigns, forever, Mortgagor's right, title and
interest in the premises described in paragraphs A through D hereof and to hold all said property
("Mortgage Premises"), together with the possession and right of possession thereof, unto
Mortgagee, its successors and assigns forever.
xrim C.. ! MR T
A. REAL PROPERTY `'A 4 2537
1212a,WQ4
Paid $420.00
The "Real Property" conveyed hereby shall include the real estate and premises located in
Hennepin County, Minnesota, described as follows:
Lot 2, Block 1, Tetzloff First Addition;
Together with all buildings, structures and improvements now standing, or at any time
hereafter constructed or placed upon the above described real property, or any part thereof
("Improvements"), including all rights, privileges, interests, easements, estates, tenements,
hereditaments and appurtenances to the Real Property; and
Together with all machinery, apparatus, equipment, fittings and fixtures of every kind and
nature whatsoever, affixed, attached or annexed to the premises and used in connection with the
operation of the premises, whether now owned or hereafter acquired by Mortgagor, and the
proceeds thereof ("Fixtures"), and all of the right, title and interest of Mortgagor in and for any
Fixtures which may be subject to any security agreement superior to the lien of this Mortgage,
Security Agreement and Fixture Financing Statement ("Mortgage"). It is understood and agreed
that the aforesaid Fixtures are part of the premises and appropriated to the use of the premises
and, regardless of the manner in which they may or may not be attached, affixed or annexed to
the premises, shall for purposes of this Mortgage be deemed conclusively to be Fixtures and
therefore a part of the real estate conveyed in this Mortgage; and also
Together with all additions, accessions, increases, parts, fittings, accessories,
replacements, substitutions, betterments, and repairs to any and all of the forgoing.
B. PERSONAL PROPERTY
Mortgagor, in and for the same consideration, also by these presents grants to Mortgagee,
it successors and assigns, a security interest in and to all personal property now owned or
hereafter acquired by Mortgagor and used in connection with the construction, operation and
maintenance of the Improvements on said Mortgage Premises, including, but not limited to, all
building materials, supplies, furniture, furnishings, appliances, equipment, insurance proceeds,
plans and specifications, maps, surveys, drawings studies, reports, permits, licenses,
architectural, engineering and construction contracts, books of account, bonds, insurance policies
and other personal property of whatever kind or character now or hereafter owned by Mortgagor,
or in which Mortgagor now or hereafter has an interest, and all inventory of Mortgagor on the
premises and the proceeds thereof.
C. RENTS, LEASES AND PROFITS
Mortgagor, in and for the same consideration, also as further security for payment of the
indebtedness and performance of the obligations, covenants and agreements secured hereby,
Mortgagor hereby transfers, sets over and assigns to Mortgagee all leases, rents, issues and
profits of the premises from time to time accruing, whether under leases or tenancies, now
existing or hereafter created.
D. JUDGMENTS AND AWARDS
Mortgagor, in and for the same consideration, also as further security for the payment of
the indebtedness and performance of the obligations, covenants and agreements secured hereby,
Mortgagor hereby transfers, sets over and assigns to Mortgagee all judgments, awards of
damages and settlements hereafter made resulting from condemnation proceedings, or the taking
of the Mortgage Premises or any part thereof under the power of eminent domain, or for any
damage (whether caused by such taking or otherwise) to the Mortgage Premises or the
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improvements and Fixtures thereon or any part thereof, or to any rights appurtenant thereto,
including any award for change of grade of streets.
ARTICLE I
GENERAL COVENANTS, AGREEMENTS AND WARRANTIES
Section 1.1 Right and Authority to Mortgage. Mortgagor represents, warrants and
covenants that it is the owner in fee simple of the Mortgage Premises; that it has good right and
lawful authority to execute this Mortgage and to mortgage and pledge the Mortgage Premises as
provided for herein; that neither this Mortgage, nor any other security document referred to
herein nor the Note contravene any covenant in any indenture or agreement affecting the
Mortgagor; that the Mortgage Premises are free from all liens and encumbrances, except those
permitted encumbrances specifically set forth in Exhibit "A" attached and hereby made a part
hereof ("Permitted Encumbrances"); that Mortgagee shall quietly enjoy and possess the same;
that Mortgagor will warrant and defend the title to the Mortgage Premises against all claims and
demands of others, whether such claims and demands are now existing or hereafter arising; that
all buildings and improvements now or hereafter located on the Mortgage Premises are, or will
be, located entirely within the boundaries of the Mortgage Premises. The covenants and
warranties of this paragraph shall survive foreclosure of this Mortgage and shall run with the land
portion of the Real Estate.
Section 1.2 Payment of Indebtedness. Mortgagor will promptly and fully pay each and
every installment of principal and interest on the Note; Mortgagor will pay promptly all other
sums secured hereby when the same shall become due and payable; and Mortgagor shall perform
and observe all of the covenants, terms and provisions contained herein, and those contained in
the Note and in any other instrument given as security for payment of the debt secured hereby.
Section 1.3 Maintenance and Repair of the Mortgage Premises. Mortgagor agrees
that it will keep and maintain the Mortgage Premises in good condition and repair and that it shall
not commit waste or misuse. Mortgagor further agrees to comply with all laws, ordinances,
regulations, restrictions and covenants affecting the Mortgage Premises and their use and will
promptly repair or restore any buildings, improvements or structures now or hereafter located on
the Mortgage Premises which may become damaged or destroyed. Mortgagor agrees that it will
not remove or demolish any building or structure now or hereafter erected on the Mortgage
Premises.
Section 1.4 Payment of Prior Liens and Encumbrances. Subject to the provisions of
Section 1.5 below, Mortgagor agrees to pay promptly 'all operating costs and expenses of the
Mortgage Premises; to keep the Mortgage Premises free from mechanics' or materialmen's liens
and any other lien not specifically subordinated to the lien of this Mortgage; to keep the
Mortgage Premises free from levy, execution or attachment; to pay immediately all indebtedness
which may be secured by mortgage, lien or charge on the Mortgage Premises that is superior to
or equal to the lien of this Mortgage, and, at Mortgagee's request, to give Mortgagee satisfactory
evidence of such payment and discharge.
Section 1.5 Contest of Impositions, Liens and Levies. Mortgagor shall not be required
to pay, discharge or remove any imposition, lien or levy under this Section so long as Mortgagor
shall in good faith contest the same or the validity thereof by appropriate legal proceedings which
shall operate to prevent the collection of the imposition, lien or levy so contested and the sale of
the Mortgage Premises, or any part thereof to satisfy same, provided that Mortgagor shall, prior
to the date such imposition, lien or levy is due and payable, have given such reasonable security
as may be demanded by the Mortgagee to insure such payments and any penalties and interest
that may accrue thereon and prevent any sale or forfeiture of the Mortgage Premises by reason of
such nonpayment. Any such contest shall be prosecuted with due diligence and Mortgagor shall
promptly, after final determination thereof, pay the amount of any such imposition, lien or levy
so determined, together with all interest and penalties, which may be payable in connection
therewith. Notwithstanding the provisions of this section, Mortgagor shall, and Mortgagee may,
pay any such imposition, lien or levy notwithstanding such contest if, in the reasonable opinion
or Mortgagee, the Real Estate is in jeopardy or in danger of being forfeited or foreclosed.
Section 1.6 Payment of Taxes Assessments and Charges. Mortgagor will pay when
the same is due and before any penalty attaches, all taxes, assessments, water charges, sewer
charges, and other fees, taxes, charges and assessments of every kind and nature whatsoever
assessed or charged against or constituting a lien on the Mortgage Premises or any interest
therein or upon the indebtedness secured hereby ("Taxes and Assessments") and will upon
demand furnish to Mortgagee proof of payment of any such Taxes and Assessments.
Section 1.7 Protection of Security. Mortgagor agrees to promptly notify Mortgagee of
and to appear in and defend any suit, action or proceeding that may affect the value of the
Mortgage Premises, the indebtedness secured hereby or the rights or interest of Mortgagee
hereunder, including, but not limited to, eminent domain, insolvency, code enforcement, or
arrangements or proceedings involving a bankruptcy or decedent. Mortgagee may elect to appear
in or defend any such action or proceeding and may disburse such sums and take such action as is
necessary to protect Mortgagee's interest including, but not limited to, entry upon the Mortgage
Premises to snake repairs. Mortgagor agrees to indemnify and reimburse Mortgagee for any and
all loss, damage, expense or cost, including reasonable attorneys' fees, arising out of or incurred
in connection with any suit, action or proceeding.
Section 1.8 Insurance.
(a) So long as the Indebtedness remains unpaid, the Mortgagor shall, at its own cost,
maintain with insurers of recognized responsibility acceptable to the Mortgagee,
insurance coverage on its physical assets and against other business risks in such
amounts and of such types as are customarily carried by entities similar in size and
nature, and in the event of acquisition of additional property, real or personal, or
of incurrence of additional risks of any nature, increase such insurance coverage
in such manner and to such extent as prudent business judgment and present
practice would dictate; and in the case of all policies covering property mortgaged
or pledged to Mortgagee or property in which Mortgagee shall have a security
interest of any kind whatsoever, other than those policies protecting against
casualty liabilities to strangers, all such insurance policies shall provide that the
loss payable thereunder shall be payable to the Mortgagor and Mortgagee as their
respective interests may appear, all said coverage to be shown on an Acord 25
Certificate of Insurance. or other certificate reasonably required by Mortgagee.
Insurance coverage shall specifically include hazard and fire insurance on any
improvements insuring against loss by fire, hazards included in the term
"extended coverage", loss by vandalism or malicious mischief, and such other
hazards, casualties and contingencies as may be required by the Mortgagee, on the
basis of replacement cost without a co-insurance clause, in an amount sufficient to
prevent the Mortgagor from becoming a co-insurer or any loss thereunder and at
least equal to the sum of the unpaid balance of the indebtedness secured hereby
and all amounts secured by any senior mortgage or other lien which exists from
time to time against the Mortgage Premises (to which the Mortgagee does not
necessarily consent) or such additional amounts and for such periods as may be
required by the Mortgagee. The Mortgagor shall pay all premiums on insurance
required hereunder by making payment directly to the insurer. The Mortgagee
shall have the right to hold the policies and renewals thereof, and the Mortgagor
shall promptly furnish to the Mortgagee all such policies, renewals thereof,
renewal notices and all paid -premium receipts received by it. All policies of
insurance and any and all refunds of unearned premiums are hereby assigned to
the Mortgagee as additional security for the payment of the indebtedness secured
hereby. In the event of foreclosure of this Mortgage, all right, title and interest of
the Mortgagor in and to any insurance policies then in force shall pass to the
purchaser at the foreclosure sale.
(b) The policies of all such insurance shall have loss payable provisions in
favor of and in form acceptable to the Mortgagee, shall provide for at least
thirty (30) days prior to written notices of cancellation, termination or
modification thereof to the Mortgagee, shall permit Mortgagee to make
premium payments to prevent cancellation, and shall provide that no act or
negligence of the Mortgagor or of any occupant of the Mortgage Premises,
and no occupancy or use of the Mortgage Premises for purposes more
hazardous than permitted by the terms of the policy, will affect the validity
or enforceability of such insurance as against Mortgagee. In the event of
loss under such insurance the Mortgagor shall give prompt notice to the
insurance carrier and the Mortgagee; Mortgagor shall duly make proof of
loss, and shall immediately furnish to Mortgagee a copy of such proof of
loss. The Mortgagee is authorized and empowered to collect and receive
5
all insurance proceeds, and it no Event of Default has occurred under this
Mortgage, it will apply such proceeds to the restoration of the Mortgaged
Premises and make disbursements thereof accordingly. Any insurance
proceeds not so applied shall be applied to the payment of the indebtedness
secured hereby.
Section 1.9 Inspection. The Mortgagee, or its agents, shall have the right to enter
upon the Mortgage Premises during ordinary business hours for the purposes of inspecting the
Mortgage Premises or any part thereof, provided that such inspection activities are not disruptive
of Mortgagor's normal course of business use of the Mortgage Premises. Mortgagee shall have
no duty, however, to make such inspection.
Section 1.10 Mortgagor's Covenant to Provide Information. Mortgagor covenants to
provide documentation and such other information as is required by the terms and conditions of
this Mortgage and any other documents or instruments referred to in this Mortgage.
ARTICLE II
UNIFORM COMMERCIAL CODE
Section 2.1 Security Agreement. It is agreed by the parties that this Mortgage shall
constitute a security agreement as defined in the Uniform Commercial Code ("Code"), and
Mortgagor hereby grants to Mortgagee a security interest within the meaning of the Code in
favor of Mortgagee on all personal property, rents, issues, profits, leases, proceeds thereof,
judgments and awards ("Collateral") that are included in the Mortgage Premises. Mortgagor will
pay to Mortgagee, on demand, the amount of any and all costs and expenses (including but not
limited to reasonable attorney's fees and legal expenses) paid or incurred by the Mortgagee in
connection with the exercise of any right or remedy referred to in this paragraph. In any
instance where Mortgagor in its sound discretion determines that any item subject to a security
interest under this Mortgage has become inadequate, obsolete, worn out, unsuitable,
undesirable or unnecessary for the operation of the Property, Mortgagor may, at its expense,
remove and dispose of it, provided that such removal and substitution shall not impair the
operating utility and unity of the Property. All substituted items shall become a part of the
Property and subject to the lien of the Mortgage. Any amounts received or allowed Mortgagor
upon the sale or other disposition of the removed items of property shall be applied first
against the cost of acquisition and installation of the substituted items. Nothing herein
contained shall be construed to prevent any tenant or subtenant from removing from the
Property trade fixtures, furniture and equipment installed by it and removable by tenant under
its terms of the lease, on the condition, however, that the Mortgagor shall assure the repair of
any and all damages to the Property resulting from or caused by the removal thereof.
Section 2.2 Fixture Filing. From the date of its recording, it is intended that this
Mortgage shall be effective as a financing statement in the real estate records of the county where
the Mortgage Premises are located with respect to all goods constituting part of the Mortgage
C.1
Premises that are, or are to become, Fixtures (as related to the real estate mortgaged herein
and/or other rights of Mortgagor deemed for any purpose to be an interest in real estate). For
this purpose, the following information is set forth:
Name & Address of Debtor:
New Hope Alan Group, Inc.
7550 Bass Lake Road
New Hope, MN 55428
Organizational ID: G-1114
TIN: 23-7069352
Name & Address of Secured Party:
Economic Development Authority in and for the City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
This document covers goods which are or are to become Fixtures. The real estate to which such
Fixtures are attached or are to be attached is legally described as Lot 2, Block 1, Tetzloff First
Addition, the record owner of which is New Hope Alano Group, Inc.
Section 2.3 Representation and Agreements. Mortgagor warrants to Mortgagee as
follows:
(a) Mortgagor is or will be (in the case of property not yet acquired) the true and
lawful owner of Collateral mentioned in any financing statement, subject to no
liens, charges, security interests or encumbrances other than the lien hereof, and
the liens previously disclosed by written notice to Mortgagee;
(b) The Collateral is to be used by Mortgagor solely for business purposes, being
installed upon the Mortgage Premises for Mortgagor's own use or as the
equipment and furnishings leased or furnished by Mortgagor, as landlord, to
tenants of the Mortgage Premises;
(c) The Collateral will be kept at the buildings comprised on the Mortgage Premises
and will not be removed there from without the consent of Mortgagee, and the
same may be affixed to any such building but will not be affixed to any other real
estate;
(d) Unless stated otherwise in this Mortgage, the only persons having any interest in
the Collateral are Mortgagor, Mortgagee and the tenants (whose interests, if any,
are or will be subordinate to the rights of Mortgagee) and no financing statement
covering any such property and any proceeds thereof is on file in any public office
except as set forth herein;
7
(e) The remedies of Mortgagee hereunder are cumulative and separate, and the
exercise of any one or more of the remedies provided for herein or under the
Code shall not be construed as a waiver of any of the other rights of Mortgagee,
including having such Collateral deemed a part of the realty of any foreclosure;
(f) If notice to any party of the intended disposition of the Collateral is required by
law in a particular instance, such notice shall be deemed commercially reasonable
if given at least ten (10) days prior to such intended disposition and may be given
by regular U.S. mail at the address herein specified, either separately or as a part
of the notice given to foreclose the Real Property or may be given by private
notice if such parties are known to Mortgagee;
(g) The filing of a financing statement pursuant to the Code shall never impair the
stated intention of this Mortgage that all equipment, personal property and
Fixtures comprising the Collateral are, and at all times and for all purposes and all
proceedings, both legal or equitable, shall be regarded as part of the Mortgage
Premises hereunder, regardless of whether such item is physically attached to the
real property or any such item is referred to or reflected in a financing statement;
(h) Mortgagor will, on demand, furnish all financing statements that may from time to
time be required by Mortgagee to establish and perfect the priority of Mortgagee's
security interest in such Collateral; and
(i) Mortgagor shall give advance written notice of any proposed change in
Mortgagor's name, identity or structure and will execute and deliver to Mortgagee
prior to or concurrently with such change all additional financing statements that
Mortgagee may require to establish and perfect the priority of Mortgagee's
security interest.
ARTICLE III
EVENTS OF DEFAULT
Section 3.1 Default. It shall be an "Event of Default" under this Mortgage if:
(a) Mortgagor shall fail to pay when due any principal, interest or any other amount
due hereunder or under the Note, whether at the stated maturity date or on a date
fixed for the payment of any installment or otherwise or shall fail to comply with
the provisions of Section 1.2 hereof;
(b) Mortgagor shall default under, fail to comply with or fail to perform any of the
terms, conditions agreements or covenants of the Note, this Mortgage, or any
other instrument securing the Note;
(c) Mortgagor shall fail to pay when due any other indebtedness secured hereby;
(d) Any representation or warranty made by or on behalf of Mortgagor in connection
with the application for and/or closing of the loan evidenced by the Note proves to
have been false or misleading in any material respect;
(e) Mortgagor shall default in the performance of any obligation contained in any
documents evidencing any other indebtedness owed to Mortgagee or relating
thereto;
(f) Mortgagor shall sell, transfer, convey or further encumber the Mortgage Premises
or any part thereof or any interest therein (including but not limited to leasing the
Mortgage Premises) without the prior written consent of Mortgagee, which
consent may be granted or withheld by Mortgagee at its sole discretion;
(g) A custodianship, trusteeship, receivership or assignment for the benefit of
creditors shall be imposed upon Mortgagor or the Mortgage Premises (or a
substantial part thereof) or shall be filed by or against Mortgagor or any other
person or petitioner for debtor's relief under any state or federal bankruptcy,
reorganization or insolvency and the same shall not be discharged within a period
of sixty (60) days;
(h) Any future individual Mortgagor (without hereby implying Mortgagee's consent
to an assignment of this Mortgage) or any future individual maker, guarantor or
surety of the Note (without implying Mortgagee's consent to an assignment of the
Note) shall be adjudicated incompetent or die and satisfactory provisions are not
made for the substitution of the liability of said party's estate for the repayment of
the indebtedness secured hereby; or
(i) The breach of any warranty of title made by Mortgagor hereunder.
(j) The institution of foreclosure or other enforcement proceedings by the holder of
any other lien on the Mortgage Premises (without hereby implying Mortgagee's
consent to any other mortgage or lien on the Mortgage Premises), unless cured
within thirty (30) days.
Section 3.2 Mortgagee's Remedies. If an Event of Default shall occur, Mortgagee
may, at its option, exercise one or more of the following rights and remedies (and any other legal
or equitable rights and remedies available to it):
(a) Acceleration. Mortgagee may immediately and without further notice to
Mortgagor declare the entire unpaid principal balance of the Note, together with
E
all other indebtedness secured hereto, to be immediately due and payable, and,
thereupon, all of such unpaid principal balance of the Note, together with all
accrued interest thereon and all other indebtedness secured hereby, shall be and
become immediately due and payable.
(b) UCC Remedies. Mortgagee shall have and may exercise, with respect to all
personal property and Fixtures which area part of the Mortgage Premises, all the
rights and remedies accorded upon default to a secured parry under the Uniform
Commercial Code, as in effect in the State of Minnesota.
(c) Foreclosure. Mortgagee may, and Mortgagor hereby authorizes and fully
empowers Mortgagee to, foreclose this Mortgage by judicial proceedings or by
advertisement with full authority to sell the Mortgage Premises and convey the
same to the purchaser in fee simple, all in accordance with and in the manner
prescribed by law; and out of the proceeds arising from the sale in foreclosure, to
retain the principal and interest due on the Note and any other indebtedness
secured hereby, together with all sums of money as Mortgagee shall have
expended or advanced pursuant to this Mortgage or .pursuant to statute together
with interest thereon as herein provided and all costs and expenses of such
foreclosure, including lawful attorneys' fees; the balance after payment of all said
sums, if any, to be paid to the persons entitled thereto by law.
(d) Receiver. Mortgagee shall be entitled, as a matter of right, without notice and
without giving bond and without regard to the solvency or insolvency of
Mortgagor, or waste of the Mortgage Premises or adequacy of the security of the
Mortgage Premises for the indebtedness secured hereby, to apply for the
appointment of a receiver in accordance with law, who shall collect the rents and
all other income of any kind, manage the Mortgage Premises so as to prevent
waste, execute leases within or beyond the period of receivership, pay all expenses
for normal maintenance of the Mortgage Premises, perform the terms of this
Mortgage and apply the rents, issues and profits in the following order:
(1) Payment of the fees of said receiver;
(2) Application of any tenants' security deposits, if applicable, as required by
Minnesota Statutes;
(3) Payment when due of prior or current real estate taxes or special
assessments with respect to the Mortgage Premises;
(4) Payment when due of the premiums for insurance of the type required by
this Mortgage;
10
(5) Keeping of the covenants required of lessor or licensor, if applicable,
pursuant to Minnesota Statutes; and
(G) As provided in the Assignment of Leases and Rents executed by
Mortgagor as further security for the indebtedness secured hereby
(whether included in this Mortgage or separate instrument), including, but
not limited to, applying the same to the cost and expenses of receivership,
including attorneys' fees, to the repayment of the indebtedness secured
hereby and to the operation, maintenance, upkeep and repair of the
Mortgage Premises, including payment of taxes on the Mortgage Premises
and payment of premiums of insurance on the Mortgage Premises.
Mortgagor does hereby irrevocably consent to such appointment of receiver.
Section 3.3 Right to Discontinue Proceedings. In the event Mortgagee shall have
proceeded to invoke any right, remedy or recourse permitted under this Mortgage and shall
thereafter elect to discontinue or abandon the same for any reason, Mortgagee shall have the
unqualified right to do so and in such event Mortgagor and Mortgagee shall be restored to their
former positions with respect to the indebtedness secured hereby. This Mortgage of the
Mortgage Premises and all the rights, remedies and recourse of Mortgagee shall then continue as
if the same had not been invoked.
Section 3.4 Forbearance and Other Rights of _Mortgagee. Any delay by the
Mortgagee in exercising any right or remedy hereunder, or otherwise afforded by law or
equity, shall not be a waiver of or preclude the exercise of such right or remedy or any other
right or remedy hereunder or at law or in equity. The failure of the Mortgagee to exercise any
option to accelerate maturity of the indebtedness secured by this Mortgage, the forbearance by
the Mortgagee before or after the exercise of such option, or the withdrawal or abandonment
of proceedings provided for by this Mortgage shall not be a waiver of the right to exercise such
option or to accelerate the maturity of such indebtedness by reason of any past, present or
future event which would permit acceleration. The procurement of insurance or the payment
of taxes or other liens or charges by the Mortgagee shall not be a waiver of the Mortgagee's
right to accelerate the maturity of the indebtedness secured by this .Mortgage. The
Mortgagee's receipt of any awards, proceeds or damages shall not operate to cure or waive
default by the Mortgagor. The Mortgagee may at any time, without notice, release any person
liable for payment of any indebtedness secured by this Mortgage, extend the time or agree to
alter the terms of payment of that indebtedness or a portion thereof, accept additional security
of any kind, release any plat or map of the Mortgage Premises or the creation of any easement
thereon or any covenants restricting use or occupancy thereof, or alter or amend the terms of
this Mortgage in any way. No such release, modification, addition or change shall affect the
liability of any person other than the person so released, for payment of any of the
indebtedness secured by this Mortgage, nor the priority and first lien status of this Mortgage
upon any property not so released.
11
Section 3.5 Acknowledgment of Waiver of Hearin_ Before Sale. Mortgagor
understands and agrees that upon the occurrence of an Event of Default under the terms of this
Mortgage, Mortgagee has the right, inter alis, to foreclose this Mortgage by advertisement
pursuant to Minn. Stat. Chapter 580, as hereafter amended, or pursuant to any similar or
replacement statute hereafter enacted; that if Mortgagee elects to foreclose by advertisement, it
may cause the Mortgage Premises, or any part thereof, to be sold at public auction; that notice of
such sale must be published for six (6) successive weeks at least once a week in a newspaper of
general circulation and that no personal notice is required to be served upon Mortgagor.
Mortgagor further understands that upon the occurrence of such Event of Default, Mortgagee
may also elect its rights under the Code and take possession of the Personal Property and dispose
of the same by sale or otherwise in one or more parcels provided that at least ten (10) days' prior
notice of such disposition must be given, all as provided for by the Code, as hereafter amended
or by any similar or replacement statute hereafter enacted. Mortgagor further understands that
under the Constitution of the United States and the Constitution of the State of Minnesota it may
have the right to notice and hearing before the Mortgage Premises may be sold and that the
procedure for foreclosure by advertisement described above does not insure that notice will be
given to Mortgagor and neither of said procedures for foreclosure by advertisement nor the Code
requires any hearing or other judicial proceeding. MORTGAGOR HEREBY RELINQUISHES,
WAIVES AND GIVES UP ANY CONSTITUTIONAL RIGHTS IT MAY HAVE TO NOTICE
AND HEARING BEFORE SALE OF THE MORTGAGE PREMISES AND EXPRESSLY
CONSENTS AND AGREES THAT THE MORTGAGE PREMISES MAY BE FORECLOSED
BY ADVERTISEMENT AND THAT THE PERSONAL PROPERTY MAY BE DISPOSED
OF PURSUANT TO UNIFORM COMMERCIAL CODE, ALL AS DESCRIBED ABOVE.
MORTGAGOR ACKNOWLEDGES THAT IT IS REPRESENTED BY LEGAL COUNSEL;
THAT BEFORE SIGNING THIS DOCUMENT, THIS PARAGRAPH AND MORTGAGOR'S
CONSTITUTIONAL RIGHTS WERE FULLY EXPLAINED BY SUCH COUNSEL AND
THAT MORTGAGOR UNDERSTANDS THE NATURE AND EXTENT OF THE RIGHTS
WAIVED HEREBY AND THE EFFECT OF SUCH WAIVER.
ARTICLE IV
OTHER PROVISIONS
Section 4.1 All. Notices. All notices provided for herein shall be in writing and shall be
deemed to have been given when delivered personally or when deposited in the United States
mail, registered or certified, return receipt requested, postage prepaid, addressed as follows, or
otherwise as the respective parties hereto may give notice in writing from time to time, to -wit:
If to Mortgagor: New -Hope Alano Group, Inc.
h
c/o � @St3)rnrr --
7550 Bass Lake Road
New Brighton, MN 55428
12
If to Mortgagee: Economic Development Authority
in and for City of New Hope
c/o The Executive Director
4401 Xylon Avenue North
New Hope, MN 55428
Section 4.2 Choice of Law. The loan secured by this Mortgage is intended by the
parties to be a Minnesota loan, and this Mortgage is made and executed under the laws of the
State of Minnesota and is intended to be governed by the laws of that state, without giving effect
to those provisions of law relating to choice of law.
Section 4.3 Successors and Assigns. This Mortgage and each and every covenant,
agreement or other provision herein contained shall be binding upon Mortgagor and its
successors, legal representatives, heirs and assigns and shall inure to the benefit of Mortgagee
and its successors and assigns.
Section 4.4 Severability. The unenforceability or invalidity of any provisions hereof
shall not render any other provision or provisions herein contained unenforceable or invalid, and,
to this end, the provisions of this Mortgage are declared to be severable.
Section 4.5 Captions and Headings. The captions and headings of the various sections
of this Mortgage are for convenience only and are not to be construed to confine or limit in any
way the scope or intent of the provisions hereof. Whenever the contents require or permit, the
singular shall include the plural, and the plural shall include the singular, and the masculine,
feminine and neuter genders shall be freely interchangeable.
Section 4.6 Release of Mortgage. When all indebtedness secured hereby has been paid,
this Mortgage and all assignments herein contained shall be void and this Mortgage shall be
released by Mortgagee at the cost and expense of Mortgagor; otherwise, it shall remain in full
force and effect.
Section 4.7 Hazardous Materials. The Mortgage Premises and any existing or future
improvements located thereon have been inspected for environmental hazards, including the
presence of hazardous or toxic substances, asbestos, petroleum products and volatile
hydrocarbons, and to the best of the Mortgagor's knowledge, no hazardous or toxic
substances, asbestos, petroleum products and volatile hydrocarbons are buried or otherwise
located on the Mortgage Premises or the improvements located thereon in violation of
applicable laws, or as specifically disclosed in writing to the Mortgagee and accepted by the
Mortgagee. Without limiting the foregoing, Mortgagor represents and warrants that to the best
of Mortgagor's knowledge, no elements or compounds which are contained in the list of
hazardous substances adopted by the United States Environmental Protection Agency or any
other element or compound defined as a hazardous or toxic waste, substance or material by any
other federal, State of Minnesota or applicable local statute, ordinance, code or regulation are
13
present in violation of applicable laws in the soil, ground water, improvements, fixtures, utility
services, equipment, personal property or otherwise on the Mortgage Premises, except as
specifically disclosed in writing by the Mortgagor to the Mortgagee. To the best of
Mortgagor's knowledge, neither Mortgagor nor any other person has at anytime caused any
such wastes, substances or materials to be placed, held, stored, located or disposed of on,
under or in the Mortgage Premises or the improvements located thereon, except in compliance
with applicable state and federal law and regulations. The warranties contained herein shall
survive payment in full of the Note and/or foreclosure of this Mortgage.
Upon the occurrence of an Event of Default hereunder, or under the documents
executed in conjunction herewith, or if the Mortgagee has received information which leads the
Mortgagee, in its sole discretion, to believe that a hazardous substance not previously disclosed
to Mortgagee is present on or being handled, stored, transported, manufactured, released or
disposed of in, on or about the Mortgage Premises in violation of applicable laws, the
Mortgagee may, at its option, through its employees, agents or independent contractors, enter
upon the Mortgage Premises and obtain, during business hours at the Mortgagor's expense,
environmental tests (including core drilling), studies, investigations and reports from a
reputable environmental consultant chosen by the Mortgagee. If any such environmental
reports indicate any presence, handling, storage, transportation, manufacture, release or
disposal of hazardous substances not previously disclosed to Mortgagee in, on or about the
Mortgaged Property in violation of applicable laws, the Mortgagee may require the Mortgagor,
at the Mortgagor's expense, to refrain from and take remedial action with respect to any such
presence, handling, storage, transportation, manufacture, release or disposal to the satisfaction
of the Mortgagee.
Section 4.8 Entire Agreement. The Note, this Mortgage, the Guaranty and all other
instruments securing the Note ("Loan Documents") contain the entire agreement between
Mortgagor and Mortgagee relating to or connected with the loan to Mortgagor secured hereby.
Any other agreements relating to or connected with the loan secured hereby not expressly set
forth in the Loan Documents are null and void and superseded in their entirety by the provisions
of the Loan Documents.
Section 49 Mort a eels Remedies. All remedies of the Mortgagee are distinct and
cumulative to any other right or remedy under this Mortgage or afforded by law or equity, and
may be exercised concurrently or independently, as often as the occasion therefore arises.
Section 4.10 Waiver of Appraisement, Homestead Marshalin . The Mortgagor
hereby waives the benefit of any homestead, appraisement, evaluation, stay and extension laws
now or hereinafter in force. Mortgagor hereby waives any rights available with respect to
marshaling of assets so as to require the separate sale of any portion of the Property, or to
require the Mortgagee to exhaust its remedies against a specific portion of the Property before
proceeding against the other.
14
Section 4.11 Subsequent Agreements. Any agreement hereafter made by Mortgagor
and Mortgagee pursuant to this Mortgage shall be superior to the rights of the holder of any
intervening lien or encumbrance.
IN TESTIMONY WHEREOF, Mortgagor has caused these presents to be executed
as of the date first above written.
New Hope Alano Group, Inc.,
a Minnesota non-profit corporation
By�2dt,?
Its T 1Z Ella
STATE OF MINNESOTA
ss.
COUNTY OF )
Theforegoing instrument was acknowledged before me this -2ft day of December,
2004, by PCc & ,Li # 12 and Yer j lc� ,
the..,-�1.V -_ and ,r,�", L ( U " of the New Hope Alano
Group, Inc., a non-profit corporation under thelaws of Minnesota, on behalf of said non-profit
corporation.
PM-AFLA R. SYLVESTER
NOTARY PUBLIC -MINNESOTA
My Conmission Expires An. 31, 2005
THIS DOCUMENT WAS DRAFTED BY:
Jensen & Sondrall, P.A.
Attorneys at Law
8525 Edinbrook Crossing, #201
Brooklyn Park, MN 55443
(763) 424-8811
Notary Public
PAAU0rneyMS11 Client RleA2 City of New Hope199-11276(A1ano)W01-Mortgage by Alm - Old AC Carlson bldg W(ckan),doc
15
EXHIBIT A
Lot 2, Block 1, Tetzloff First Addition, Hennepin County, Minnesota
IET
Permitted Encumbrances
1. Easement for roadway purposes as shown in Deed filed as Document No. 881143.
2. Curb cut and driveway easement as shown in Document No. 1287870.
3. Utility easement as shown in Deed filed as Document No. 986153.
4. Private roadway easements as shown in Deeds filed as Document Nos. 1511318,
1531155,1531156.
5. Easement over land as shown in Document No. 1505500, as modified by Document No.
1536085.
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SECURITY AGREEMENT
Date: December�i�, 2004.
Debtor: New Hope Alano Group, Inc. Secured Economic Development Authority
Address: 7550 Bass Lake Road Party: in and for the City of New Hope
New Hope, MN 55428 Address: 4401 Xylon Avenue North
New Hope, MN 55428
Federal Tax I.D. No. 23-7069352
1. OBLIGATIONS SECURED. This Agreement secures the following (called
the "Obligations"):
All debts, liabilities and obligations of every type and description which the Debtor may
now or at any time owe to the Secured Party, including but not limited to all principal,
interest, and other charges, fees, expenses and amounts, and all notes, guaranties,
agreements, and other writings in favor of the Secured Party, whether now existing or
hereafter arising, direct or indirect, due or to become due, absolute or contingent,
primary or secondary, liquidated or unliquidated, independent, joint, several, or joint
and several, including but not limited to all debts, liabilities and obligations under the
Debtor's $175,000.00 Loan Note dated December ', 2004, in favor of the Secured
Party, including but not limited to all principal, interest, and other charges, fees,
expenses and amounts, and all amendments, extensions, renewals and replacements of
such note.
2. SECURITY INTEREST. To secure the payment and performance of the
Obligations, the Debtor grants the Secured Party a security interest (the "Security Interest") in,
and assigns to the Secured Party, the following property (called the "Collateral"):
a. All equipment, fixtures and personal property now or hereafter owned by
Debtor and attached to or contained in or used or useful in connection with the real
property legally described on attached Exhibit I (the "Premises") or any of the
improvements now or hereafter located on the Premises.
b. Debtor's right, title, and interest in and to any and all contracts now or
hereafter relating to the Premises executed by any architects, engineers, or contractors,
including all amendments, supplements, and revisions thereof, together with all
Debtor's rights and remedies thereunder and the benefit of all covenants and warranties
thereon, and also together with all drawings, designs, estimates, layouts, surveys, plats,
plans, specifications and test results prepared by any architect, engineer, or contractor,
including any amendments, supplements, and revisions thereof and the right to see and
enjoy the same, as well as all building permits, environmental permits, approvals and
licenses, other governmental or administrative permits, licenses, agreements and rights
relating to the Premises.
C. Debtor's right, title, and interest in all sale contracts, earnest money
deposits, proceeds of sale contracts, accounts receivable related thereto, any other
accounts receivable, and general intangibles relating to the Premises.
d. All rights in and proceeds from all fire and hazard, loss -of -income, and
other non -liability insurance policies now or hereafter covering improvements now or
hereafter located on the Premises or described in the Mortgage, the use or occupancy
thereof, or the business conducted thereon.
e. All Debtor's rights in and to awards or payments, including interest
thereon, that may be made with respect to the Premises, whether from the right of the
exercise of eminent domain (including any transfer made in lieu of the exercise of said
right) or for any other injury to or decrease in volume of the Premises.
f. All Debtor's rights in and to proceeds from the sale, transfer, or pledge
of any or all of the foregoing property.
g. All products and proceeds of, and all other profits, rentals or receipts, in
whatever form, arising from the collection, sale, lease, exchange, assignment, licensing
or other disposition of, or realization upon, any property described above or the
proceeds thereof, including, without limitation, all claims of Debtor against third
parties for loss of, damage to or destruction of, or for proceeds payable under, or
unearned premiums with respect to, policies of insurance with respect to any property
described above, in each case whether now existing or hereafter arising.
h. The Collateral shall include (i) all substitutions and replacements for and
proceeds of any and all of the foregoing property, and in the case of all tangible
Collateral, all accessions, accessories, attachments, parts, equipment and repairs now
or hereafter attached or affixed to or used in connection with any such goods and (ii) all
receipts and other documents of title now or hereafter covering such goods.
3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The Debtor
represents and warrants to the Secured Party and agrees as follows:
a. The Debtor is a non-profit corporation, and the address of the Debtor's
primary office is shown at the beginning of this Agreement. The Debtor has not used
any trade name, assumed name, or other name except the Debtor's name stated above.
The Debtor shall not change its state of organization without the Secured Party's prior
written consent. The Debtor shall give the Secured Party prior written notice of any
change in such address or the Debtor's name or if the Debtor uses any other name.
The Debtor has authority to execute and perform this Agreement. The Debtor's federal
tax identification number is shown above.
b. If any Collateral is or will become a fixture, the record owner of the real
estate is the New Hope Alano Group, Inc. and the legal description of the real estate is
as shown on Exhibit I attached hereto.
C. Except as set forth in any existing or future agreement executed by the
Secured Party: the Debtor is the owner of the Collateral, or will be the owner of the
Collateral hereafter acquired, free of all security interests, liens and encumbrances
other than the Security Interest and any other security interest of the Secured Party; the
Debtor shall not permit any security interest, lien or encumbrance, other than the
Security Interest and any other security interest of the Secured Party, to attach to any
Collateral without the prior written consent of the Secured Party; the Debtor shall
defend the Collateral against the claims and demands of all persons and entities other
than the Secured Party, and shall promptly pay all taxes, assessments and other
government charges upon or against the Debtor, any Collateral and the Security
Interest; and no financing statement covering any Collateral is on file in any public
office. If any Collateral is or will become a fixture, the Debtor, at the request of the
Secured Party, shall furnish the Secured Party with a statement or statements executed
by all persons and entities who have or claim an interest in the real estate, in form
acceptable to the Secured Party, which statement or statements shall provide that such
persons and entities consent to the Security Interest.
d. The Debtor shall not sell or otherwise dispose of any Collateral or any
interest therein without the prior written consent of the Secured Party, except that, until
the occurrence of an Event of Default or the revocation by the Secured Party of the
Debtor's right to do so, the Debtor may sell or lease any Collateral constituting
inventory in the ordinary course of business at prices constituting the fair market value
thereof. For purposes of this Agreement, a transfer in partial or total satisfaction of a
debt, obligation or liability shall not constitute a sale or lease in the ordinary course of
business.
e. Each account, instrument, investment property, chattel paper, letter -of -
credit right, letter of credit, other right to payment, document, and general intangible
constituting Collateral is, or will be when acquired, the valid, genuine and legally
enforceable obligation of the account debtor or other issuer or obligor named therein or
in the Debtor's records pertaining thereto as being obligated to pay such obligation,
subject to no defense, setoff or counterclaim. The Debtor shall not, without the prior
written consent of the Secured Party, agree to any material modification or amendment
of any such obligation or agree to any subordination or cancellation of any such
obligation.
f. Other than inventory in transit and motor vehicles in use, all tangible
Collateral shall be located at the Debtor's address stated above and no such Collateral
shall be located at any other address without the prior written consent of the Secured
Party.
Kj
g. The Debtor shall: (i) keep all tangible Collateral in good condition and
repair, normal depreciation excepted; (ii) from time to time replace any worn, broken
or defective parts thereof; (iii) promptly notify the Secured Party of any loss of or
material damage to any Collateral or of any adverse change in the prospect of payment
of any account, instrument, investment property, chattel paper, letter -of -credit right,
letter of credit, other right to payment or general intangible constituting Collateral; (iv)
not permit any Collateral to be used or kept for any unlawful purpose or in violation of
any federal, state or local law; (v) keep all tangible Collateral insured in such amounts,
against such risks and in such companies as shall be acceptable to the Secured Party,
with lender loss payable clauses in favor of the Secured Party to the extent of its
interest in form acceptable to the Secured Party (including without limitation a
provision for at least 30 days' prior written notice to the Secured Party of any
cancellation or modification of such insurance), and deliver policies or certificates of
such insurance to the Secured Party; (vi) at the Debtor's primary office, keep accurate
and complete records pertaining to the Collateral and the Debtor's financial condition,
business and property, and provide the Secured Party such periodic reports concerning
the Collateral and the Debtor's financial condition, business and property as the
Secured Party may from time to time request; .(vii) at all reasonable times permit the
Secured Party and its representatives to examine and inspect any Collateral, and to
examine, inspect and copy the Debtor's records pertaining to the Collateral and the
Debtor's financial condition, business and property; and (viii) at the Secured Party's
request, promptly execute, endorse and deliver such instruments, documents, control
agreements, chattel paper and writings and take such other actions deemed by the
Secured Party to be necessary or desirable to establish, protect, perfect or enforce the
Security Interest and the rights of the Secured Party under this Agreement and
applicable law, and pay all costs of filing financing statements and other writings in all
public offices where filing is deemed by the Secured Party to be necessary or desirable.
h. The Debtor authorizes the Secured Party to file all of the Secured Party's
financing statements and amendments to financing statements, and all terminations of
the filings of other secured parties, all with respect to the Collateral, in such form and
substance as the Secured Party, in its sole discretion, may determine.
4. COLLECTION RIGHTS. At any time after an Event of Default, the Secured
Party may, and at the request of the Secured Party the Debtor shall, promptly notify any
account debtor, issuer or obligor of any account, instrument, investment property, chattel
paper, letter -of -credit right, letter -of -credit, other right to payment or general intangible
constituting Collateral that the same has been assigned to the Secured Party and direct such
account debtor, issuer or obligor to make all future payments to the Secured Party. In
addition, at the request of the Secured Party, the Debtor shall deposit in a collateral account
designated by the Secured Party all proceeds constituting Collateral, in their original form
received (with any necessary endorsement), within one business day after receipt of such
proceeds by the Debtor. Until the Debtor makes each such deposit, the Debtor will hold all
such proceeds separately in trust for the Secured Party for deposit in such collateral account,
4
and will not commingle any such proceeds with any other property. The Debtor shall have no
right to withdraw any funds from such collateral account, and the Debtor shall have no control
over such collateral account. Such collateral account and all funds at any time therein shall
constitute Collateral under this Agreement. Before or upon final collection of any funds in
such collateral account, the Secured Party, at its discretion, may release any such funds to the
Debtor or any account of the Debtor or apply any such funds to the Obligations whether or not
then due. Any release of finds to the Debtor or any account of the Debtor shall not prevent
the Secured Party from subsequently applying any funds to the Obligations. All items credited
to such collateral account and subsequently returned and all other costs, fees and charges of the
Secured Party in connection with such collateral account may be charged by the Secured Party
to any account of the Debtor, and the Debtor shall pay the Secured Party all such amounts on
demand.
5. LIMITED POWER OF ATTORNEY. If the Debtor at any time fails to
perform or observe any agreement herein, the Secured Party, in the name and on behalf of the
Debtor or, as its option, in its own name, may perform or observe such agreement and take
any action which the Secured Party may deem necessary or desirable to cure or correct such
failure. The Debtor irrevocably authorizes Secured Party and grants the Secured Party a
limited power of attorney in the name and on behalf of the Debtor or, at its option, in its own
name, to collect, receive, receipt for, create, prepare, complete, execute, endorse, deliver and
file any and all financing statements, control agreements, insurance applications, remittances,
instruments, documents, chattel paper and other writings, to grant any extension to,
compromise, settle, waive, notify, amend, adjust, change and release any obligation of any
account debtor, issuer, obligor, insurer or other person or entity pertaining to any Collateral,
to demand terminations of other security interests in any of the Collateral, and to take any
other action deemed by the Secured Party to be necessary or desirable to establish, perfect,
protect or enforce the Security Interest. All of the Secured Party's advances, fees, charges,
costs and expenses, including but not limited to audit fees and expenses and reasonable
attorneys' fees and legal expenses, in connection with the Obligations and in the protection and
exercise of any rights or remedies hereunder, together with interest thereon at the highest rate
then applicable to any of the Obligations, shall be secured hereunder and shall be paid by the
Debtor to the Secured Party on demand.
6. EVENTS OF DEFAULT. The occurrence of any of the following events shall
constitute an "Event of Default": (a) any breach or default in the payment or performance of
any of the Obligations; or (b) any breach or default under the terms of this Agreement or any
other note, obligation, mortgage, deed of trust, assignment, guaranty, other agreement, or
other writing heretofore, herewith or hereafter existing to which the Debtor or any maker,
endorser, guarantor or surety of any of the Obligations or any other person or entity providing
security for any of the Obligations or for any guaranty of any of the Obligations is a party; or
(c) the insolvency, death, dissolution, liquidation, merger or consolidation of the Debtor or any
such maker, endorser, guarantor, surety or other person or entity; or (d) any appointment of a
receiver, trustee or similar officer of any property of the Debtor or any such maker, endorser,
guarantor, surety or other person or entity; or (e) any assignment for the benefit of creditors of
5
the Debtor or any such maker, endorser, guarantor, surety or other person or entity; or (f) any
commencement of any proceeding under any bankruptcy, insolvency, receivership, dissolution,
liquidation or similar law by or against the Debtor or any such maker, endorser, guarantor,
surety or other person or entity; or (g) the sale, lease or other disposition (whether in one or
more transactions) to one or more persons or entities of all or a substantial part of the assets of
the Debtor or any such maker, endorser, guarantor, surety or other person or entity; or (h) the
Debtor or any such maker, endorser, guarantor, surety or other person or entity takes any
action to go out of business, or to revoke or terminate any agreement, liability or security in
favor of the Secured Party; or (i) the entry of any judgment or other order for the payment of
money in the amount of $5,000.00 or more against the Debtor or any such maker, endorser,
guarantor, surety or any other person or entity; or 0) the issuance or levy of any writ, warrant,
attachment, garnishment, execution or other process against any property of the Debtor or any
such maker, endorser, guarantor, surety or any other person or entity; or (k) the attachment of
any tax lien to any property of the Debtor or any such maker, endorser, guarantor, surety or
other person or entity; or (1) any statement, representation or warranty made by the Debtor or
any such maker, endorser, guarantor, surety or other person or entity (or any representative of
the Debtor or any such maker, endorser, guarantor, surety or other person or entity) to the
Secured Party at any time shall be incorrect or misleading in any material respect when made;
or (m) there is a material adverse change in the condition (financial or otherwise), business or
property of the Debtor or any such maker, endorser, guarantor, surety or other person or
entity; or (n) the Secured Parry shall in good faith believe that the prospect for due and
punctual payment or performance of any of the Obligations, this Agreement or any other note,
obligation, mortgage, deed of trust, assignment, guaranty, or other agreement heretofore,
herewith or hereafter given to or acquired by the Secured Parry in connection with any of the
Obligations is impaired.
7. REMEDIES. Upon the commencement of any proceeding under any
bankruptcy law by or against the Debtor or any such. maker, endorser, guarantor, surety or
other person or entity, all Obligations automatically shall become immediately due and payable
in full, without declaration, presentment, or other notice or demand, all of which are hereby
waived by the Debtor. In addition, upon the occurrence of any Event of Default and at any
time thereafter, the Secured Party may exercise any one or more of the following rights and
remedies: (a) declare all Obligations to be immediately due and payable in full, and the same
shall thereupon be immediately due and payable in full, without presentment or other notice or
demand, all of which are hereby waived by the Debtor; (b) require the Debtor to assemble all
or any part of the Collateral and make it available to the Secured Party at a place to be
designated by the Secured Party which is reasonably convenient to both parties; (c) exercise
and enforce any and all rights and remedies available upon default under this Agreement, the
Uniform Commercial Code, and any other applicable agreements and laws. If notice to the
Debtor of any intended disposition of Collateral or other action is required, such notice shall be
deemed reasonably and properly given if mailed by regular or certified mail, postage prepaid,
to the Debtor at the address stated at the beginning of this Agreement or at the most recent
address shown in the Secured Party's records, at least 10 days prior to the action described in
such notice. The Debtor consents to the personal jurisdiction of the state and federal courts
6
located in the State of Minnesota in connection with any controversy related to this Agreement,
the Collateral, the Security Interest or any of the Obligations, waives any argument that venue
in such forums is not convenient, and agrees that any litigation initiated by the Debtor against
the Secured Party in connection with this Agreement, the Collateral, the Security Interest or
any of the Obligations shall be venued in either the District Court of Hennepin County,
Minnesota, or the United States District Court, District of Minnesota.
8. MISCELLANEOUS. All terms in this Agreement that are defined in
Minnesota Uniform Commercial Code, as amended from time to time (the "UCC") shall have
the meanings set forth in the UCC, and such meanings shall automatically change at the time
that any amendment to the UCC, which changes such meanings, shall become effective. A
carbon, photographic or other reproduction of this Agreement is sufficient as a financing
statement. No provision of this Agreement can be waived, modified, amended, abridged,
supplemented, terminated or discharged and the Security Interest cannot be released or
terminated, except by a writing duly executed by the Secured Party. A waiver shall be
effective only in the specific instance and for the specific purpose given. No delay or failure to
act shall preclude the exercise or enforcement of any of the Secured Party's rights or remedies.
All rights and remedies of the Secured Party shall be cumulative and may be exercised
singularly, concurrently or successively at the Secured Party's option, and the exercise or
enforcement of any one such right or remedy shall not be a condition to or bar the exercise or
enforcement of any other. No notice or other communication by the Debtor to the Secured
Party, which relates to any of the Obligations, the Security Interest or the Collateral, shall be
effective until it is received by the Secured Party at the Secured Party's address stated above.
This Agreement shall bind and benefit the Debtor and the Secured Party and their respective
heirs, representatives, successors and assigns and shall take effect when executed by the
Debtor and delivered to the Secured Party, and the Debtor waives notice of the Secured Party's
acceptance hereof. If any provision or application of this Agreement is held unlawful or
unenforceable in any respect, such illegality or unenforceability shall not affect other
provisions or applications which can be given effect, and this Agreement shall be construed as
if the unlawful or unenforceable provision or application had never been contained herein or
prescribed hereby. All representations and warranties contained in this Agreement shall
survive the execution, delivery and performance of this Agreement and the creation, payment
and performance of the Obligations. This Agreement and the rights and duties of the parties
shall be governed by and construed in accordance with the internal laws of the State of
Minnesota (excluding conflict of law rules).
7
THE DEBTOR REPRESENTS AND WARRANTS TO THE SECURED PARTY
AND AGREES THAT THE DEBTOR HAS READ ALL OF THIS AGREEMENT AND
UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT.
SECURED PARTY:
ECONOMIC DEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF NEW HOPE, a Minnesota public body
corporate and politic
By:
Daniel J. D ue
Executive Director
DEBTOR:
NEW HOPE ALANO GROUP, INC., a
Minnesota non-profit corporation
By: 4-�4,14
Y � I Y
Mo. , .
P:1Atmmey1SASh1 Client Fileal2 City of New Hope199-11276(A:ano)1oo1 Security Agreement D2 (clean).doc
L'
EXHIBIT I
LEGAL DESCRIPTION
Lot 2, Block 1, Tetzloff First Addition, HENNEPIN COUNTY, MINNESOTA
G FINANCING STATEMENT
,JLLOW INSTRUCTIONS front and back CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional]
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
Economic Development Authority in and for the City of New Hope
4401 Xylon Avenue North
New Hope, MN 55428
1. DEBTOR'S EXACT FULL LEGAL NAME —Insert only ane debtor name (1a or 1b) —do not abbreviate or combine names
1a. ORGANIZATION'S NAME
OR New Hope Alano Group, Inc.
1b. INDIVIDUAL'S LAST NAME I FIRST NAME
7550 Bass Lake Road New Hope MN 155428 1 USA
1d. SEE INSTRUCTIONS ADD'L INFO RE 1 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID#, if any
ORGANIZATION
DEBTOR G-1114 I NONE
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME — insert only one debtor name (2a or 2b) — do not abbreviate or combine names
2a. ORGANIZATION'S NAME
OR
IIVIDUAL'S
ADDRESS
NAME
.ti
ORGANIZATION
—
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Zg. UKUANILAIIVNAL iuw, rrany
DEBTOR
I
I ❑ NONE
I SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP) - Insert only= secured party name (3a or 3b)
3a. ORGANIZATION'S NAME
Economic Development Authority in and for the City of New Hope
OR
3b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
3c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
4401 Xylon Avenue North
New Hope
MN
I 55428
USA
4. This FINANCING STATEMENT covers the following collateral
See Exhibit I attached hereto
6. ALTERNATIVE DESIGNATION [if applicable]: U LESSEEILESSOR U CONSIGNEEICONSIGNOR U BAILEEIBAILOR U SELLERMUYER U AG. LIEN U NON -UCC FILING
6. ❑This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 17. Cheek to REQUEST SEARCH REPORT(S) on Debtw(s)AI[ Debtors I I Debtor 1 n Debtor 2
ESTATE RECORDS. Attach Addendum pf applicable] { [ADDITIONAL FEE] [optional]
FILING OFFICER COPY --- UCC FINANCING STATEMENT (FORM UCC 11) (REV. 05122102)
P:%AtiomWSAS11 Client FilesU City of New Hope199-11276(Alano)WCC1 Financing Statement.doc
EXHIBIT I
TO FINANCING STATEMENT
ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF NEW
HOPE, a public body corporate and politic/
NEW HOPE ALANO GROUP, INC. a Minnesota non-profit corporation
All of the following items of personal property (the "Collateral") of the Debtor to the extent,
and only to the extent that they relate to and are used in, or located upon, the real property
lying and being in the County of Hennepin, State of Minnesota, legally described on attached
Exhibit II (hereinafter the "Premises").
1. Collateral.
a. All equipment, fixtures and personal property now or hereafter owned by
Debtor and attached to or contained in or used or useful in connection with the
real property legally described on attached Exhibit I (the "Premises") or any of
the improvements now or hereafter located on the Premises.
b. Debtor's right, title, and interest in and to any and all contracts now or hereafter
relating to the Premises executed by any architects, engineers, or contractors,
including all amendments, supplements, and revisions thereof, together with all
Debtor's rights and remedies thereunder and the benefit of all covenants and
warranties thereon, and also together with all drawings, designs, estimates,
layouts, surveys, plats, plans, specifications and test results prepared by any
architect, engineer, or contractor, including any amendments, supplements, and
revisions thereof and the right to see and enjoy the same, as well as all building
permits, environmental permits, approvals and licenses, other governmental or
administrative permits, licenses, agreements and rights relating to the Premises.
C. Debtor's right, title, and interest in all sale contracts, earnest money deposits,
proceeds of sale contracts, accounts receivable related thereto, any other
accounts receivable, and general intangibles relating to the Premises.
d. All rights in and proceeds from all fire and hazard, loss -of -income, and other
non -liability insurance policies now or hereafter covering improvements now or
hereafter located on the Premises or described in the Mortgage, the use or
occupancy thereof, or the business conducted thereon.
e. All Debtor's rights in and to awards or payments, including interest thereon,
that may be made with respect to the Premises, whether from the right of the
exercise of eminent domain (including any transfer made in lieu of the exercise
of said right) or for any other injury to or decrease in volume of the Premises.
f. All Debtor's rights in and to proceeds from the sale, transfer, or pledge of any
or all of the foregoing property.
g. All products and proceeds of, and all other profits, rentals or receipts, in
whatever form, arising from the collection, sale, lease, exchange, assignment,
licensing or other disposition of, or realization upon, any property described
above or the proceeds thereof, including, without limitation, all claims of
Debtor against third parties for loss of, damage to or destruction of, or for
proceeds payable under, or unearned premiums with respect to, policies of
insurance with respect to any property described above, in each case whether
now existing or hereafter arising.
h. The Collateral shall include (i) all substitutions and replacements for and
proceeds of any and all of the foregoing property, and in the case of all tangible
Collateral, all accessions, accessories, attachments, parts, equipment and repairs
now or hereafter attached or affixed to or used in connection with any such
goods and (ii) all receipts and other documents of title now or hereafter covering
such goods.
PaAttorneylSAS11 Client Filesl2 City of New Hope199-1 l276(Alano)1001-UCC1 Ex l.doc
EXHIBIT H
Legal Description
Lot 2, Block I, Tetzloff First Addition, HENNEPIN COUNTY, MINNESOTA.
ASSIGNMENT OF LEASES AND RENTS
THIS AGREEMENT is made this . _ day of December, 2004, by the NEW HOPE
ALANO GROUP, INC., a Minnesota non-profit corporation, party of the first part, its
successors and assigns (the "Borrower") 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, party of the second part, its successors and assigns (the "Lender").
WHEREAS, Borrower has this day executed to the Lender a Loan Note in the principal
sum of One Hundred Seventy Five Thousand and 001100 Dollars ($175,000.00); and
WHEREAS, as further security for the payment of the principal balance and interest
coming due on said Note and the full and complete performance of the covenants, agreements
and promises contained in the Note, Borrower wishes to assign to Lender all of Borrower's right,
title and interest in the Lease(s) hereinafter described;
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by
Borrower, Borrower hereby grants, transfers and assigns to Lender:
1. All of the Borrower's interest in and to the "Leases". The term "Leases" as used in
this Assignment shall be deemed to include any and all of the leases now or hereafter placed
during the term of this Assignment upon the land (the "Land") and the improvements (the
"Improvements") (the Land and the Improvements, hereinafter collectively, the "Project")
covered by that certain Mortgage, Security Agreement and Fixture Financing Statement
(the "Mortgage") of even date herewith executed by the Borrower to the Lender, the Land being
more fully described in Exhibit "I" attached hereto and made a part hereof.
2. All rents, income, receipts and revenue arising from the Lease(s) and all renewals and
extensions thereof.
1
The Lease(s) and all rents, income, issues, benefits, proceeds and revenues assigned
hereby are hereinafter sometimes collectively referred to as "Collateral".
I.
THIS ASSIGNMENT is made for the purpose of providing additional security for the
Note, and shall secure:
A. The payment of the principal sum, interest and any other indebtedness evidenced by
the Note (as said Note may hereafter be extended, renewed and modified) of even date herewith
executed by Borrower, payable to the Lender in the original principal sum of One Hundred
Seventy Five Thousand and 001100 Dollars ($175,000.00) and secured by the Mortgage.
B. The payment of all other sums with interest thereon being due and payable to the
Lender under the provisions of this Assignment or of the Note, the Mortgage, or any other
instruments evidencing, securing, or concerning the Note (hereinafter the Note, the Mortgage,
this Assignment and said other instruments are sometimes collectively referred to as the "Loan
Documents").
C. The performance and discharge of each and every obligation, covenant and agreement
of the Borrower contained in the Loan Documents.
[if
THE BORROWER COVENANTS with the Lender (i) to observe and perform all the
obligations imposed upon the lessor under any Lease(s) and not to do or permit to be done
anything to impair the Lender's security (ii) not to collect any of the rent, revenue, or income
arising or accruing under any Lease(s) or from the Project materially in advance of the time when
the same shall become due; (iii) except for an assignment subject to the terms of this Assignment,
not to execute any other assignments of lessor's interest in any Lease(s) or assignments of rents
arising or accruing from the Lease(s) or from the Project; (iv) not to subordinate the Lease(s) to
any encumbrances or to permit, consent or agree to such subordination without the Lender's
prior , written consent; (v) not to materially alter, modify or change the terms of any Lease(s) or
2
give any consent or exercise any option required or permitted by such terms without the prior
written consent of the Lender; (vi) not to cancel or terminate any Lease(s) or to accept a
surrender thereof or to convey, transfer, suffer or permit a conveyance or transfer of the Project
or portion thereof or of any interest therein so as to effect, directly or indirectly, proximately or
remotely, a termination or diminution of the obligations of, lessees thereunder; (vii) not to alter,
modify or change the terms of any guaranty of any Lease(s) or cancel or terminate such guaranty
without the prior written consent of the Lender; (viii) at the Lender's request to execute and
deliver all such further assurances and assignments in the Project as the Lender shall from time to
time reasonably require, including without limitation assignments of leases not yet executed; (ix)
to keep any Lease(s) free from any liens, encumbrances or security interests whatsoever and (x)
to maintain any Lease(s) in full force and effect, to enforce all Lease(s) in accordance with their
terms, to appear in and defend any action or proceeding arising under or in any manner
connected with any of the Collateral and to give prompt written notice to the Lender of any claim
of material default under any Lease(s) together with a true and complete copy of any such claims.
THIS ASSIGNMENT is made on the following terms, covenants and conditions:
1. So long as (a) there shall exist no default by the Borrower in the timely payment of the
indebtedness secured by the Mortgage or in the performance of any other obligation, covenant or
agreement set forth in the Loan Documents or in the Lease(s) to be performed by the Borrower,
(b) none of the statements, representations or warranties made or furnished to the Lender by or
on behalf of the Borrower with respect to the Loan Documents be untrue or incomplete in any
material respect as of the date made and (c) the Project is not subject to garnishment, levy,
attachment or lien, then in such event the Borrower shall have the right to collect at the time of,
but not prior to, the date provided for the payment thereof, all rents, income, receipts, revenue
and proceeds arising under all Lease(s) or from the Project described therein and to retain, use
and enjoy the same.
3
2. Upon or at any time after default in the timely payment of the indebtedness secured by
the Mortgage or default in the performance of any obligation, covenant or agreement set forth in
the Loan Documents or any Lease(s), or if any of the statements, representations or warranties
made or furnished to the Lender by or on behalf of the Borrower with respect to the Loan
Documents be untrue or incomplete in any material respect as of the date made, or if the Project
is subjected to garnishment, levy, attachment or lien, then in any such event the Lender, without
in any way waiving such default, may at its option without notice and without regard to the
adequacy of the security for the indebtedness secured by the Mortgage, either in person or by
agent, with or without bringing any action or proceeding, or by a receiver appointed by a court,
take possession of the Project or any portion thereof, have, hold, manage, lease and operate the
same on such terms and for such period of time as the Lender may deem appropriate and, either
with or without taking possession of the Project in its own name, demand, sue for or otherwise
collect and receive all rents, revenue and income of the Project, including those past due and
unpaid with full power to make from time to time all alterations, renovations, repairs or
replacements thereto or thereof as may seem proper to the Lender and to apply such rents,
income and profits to the following items in the following order of priority: (a) to payment of all
reasonable fees of the receiver, if any, approved by the court; (b) to the repayment when due of
all tenant security deposits, if any, with interest thereon, pursuant to the provisions of Minnesota
Statutes §504.20 or any successor statute thereto; (c) to payment of all delinquent or current real
estate taxes and special assessments payable with respect to the Project, or if the Mortgage
requires periodic escrow payments for such taxes and assessments, to the escrow payments then
due; (d) to payment of all premiums then due for the insurance required by the provisions of the
Mortgage, or if the Mortgage requires periodic escrow payments for such premiums, to the
escrow payments then due; (e) to payment of expenses incurred for normal maintenance of the
Project; and (f) to payment of the indebtedness secured by the Mortgage, together with all costs
and attorneys' fees, in such order or priority as to any of the items mentioned in this paragraph as
4
the Lender in its sole discretion may determine, any statute, law, custom or use to the contrary
notwithstanding. The exercise by the Lender of the options granted it in this paragraph and the
collection of the rents, income and profits and the application thereof as herein provided shall not
be considered a waiver of any default of the Borrower under the Loan Documents.
3. The Lender shall not be liable for any loss sustained by the Borrower resulting from
the Lender's failure to let the Project after default or from any other act or omission of the
Lender in managing the Project after default unless such loss is caused by the willful misconduct
and bad faith of the Lender. The Lender shall not be obligated to perform or discharge any
obligation, duty or liability under any Lease(s) or under or by reason of this Assignment and the
Borrower shall, and does hereby agree to, indemnify the Lender for, and to hold the Lender
harmless from, any and all liability, loss or damage which may or might be incurred under any
Lease(s) or under or by reason of this Assignment and from any and all claims and demands
whatsoever which may be asserted against the Lender by reason of any alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants or agreements
contained in any Lease(s). Should the Lender incur any such liability under any Lease(s) or
under or by reason of this Assignment or in defense of any such claims or demands, the amount
thereof, including costs, expenses and reasonable attorneys' fees, shall be secured hereby and by
the Mortgage, and the Borrower shall reimburse the Lender for such amounts immediately upon
demand. It is further understood that this Assignment shall not operate to place responsibility
upon the Lender either for the control, care, management or repair of the Project or for the
carrying out of any of the terms and conditions of any Lease(s); neither shall this Assignment
operate to make the Lender responsible or liable for any waste committed on the Project by the
tenants or any other parties, or for any dangerous or defective condition of the Project, or for any
negligence in the management, upkeep, repair or control of the Project resulting in loss or injury
or death to any tenant, licensee, employee or stranger.
5
4. Upon payment in fall of the indebtedness secured by the Mortgage, this Agreement
shall become and be void and of no effect, but the affidavit, certificate, letter or statement of any
officer, agent or attorney of the Lender showing any part of the indebtedness to remain unpaid
shall be and constitute conclusive evidence of the validity, effectiveness and continuing force of
this Assignment and any person may, and is hereby authorized to, rely thereon. The Borrower
hereby authorizes and directs any lessees named in any Lease(s) or any other or future lessee or
occupant of the Project, upon receipt from the Lender of written notice to the effect that the
Lender is then the holder of the Note and the Mortgage and that a default exists thereunder or
under the Assignment, to pay over to the Lender all rents, revenues and income arising or
accruing under any Lease(s) or from the Project and to continue so to do until otherwise notified
by the Lender.
5. The Lender may take or release other security for the payment of said indebtedness,
may release any party primarily or secondarily liable therefor and may apply any other security
held by the Lender to the satisfaction of such indebtedness without prejudice to any of the
Lender's rights under this Assignment.
6. Nothing contained in this Assignment and no act done or omitted by the Lender
pursuant to the powers and rights granted to the Lender hereunder shall be deemed to be a waiver
by the Lender of the Lender's rights and remedies under the Loan Documents. This Assignment
is made and accepted without prejudice to any of the rights and remedies possessed by the Lender
under the terms thereof. The right of the Lender to collect said indebtedness and to enforce any
other security held by the Lender may be exercised by the Lender either prior to, simultaneously
with, or subsequent to any action taken by the Lender hereunder.
7. In case of any conflict between the terms of this Assignment and the terms of the
Mortgage, the terms of this Assignment shall prevail, but whenever possible, the provisions
hereof shall be deemed supplemental to and not in derogation of the provisions of the Mortgage.
n
8. Neither this Assignment nor any provisions hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by the party against
whom enforcement of the change, waiver, discharge or termination is sought.
9. Whenever the singular or plural number, or the masculine, feminine or neuter gender
is used herein, it shall equally include the other.
10. This Assignment shall be governed by and interpreted in accordance with the laws of
the State of Minnesota.
11. Time is of the essence in this Assignment.
12. The Maximum principal amount of indebtedness secured by this Assignment of
Leases and Rents at any one time, excluding advances made by the Lender in protection of the
Project or the lien of the Mortgage, shall be $175,000.00. The representations contained in
this section are made solely for the benefit of the County recording authorities in determining
the mortgage registry tax payable as a prerequisite to the recording of this Assignment of
Leases and Rents. The Borrower acknowledges that such representations do not constitute or
imply any agreement by the Mortgagee to make any future advances to the Borrower.
THIS ASSIGNMENT, together with the covenants and warranties herein contained, shall
inure to the benefit of the Lender and any subsequent holder of the Note and the Mortgage and
shall be binding upon the Borrower and the Borrower's successors and assigns and any
subsequent owner of the Project.
IN WITNESS WHEREOF, the Borrower has caused this Assignment to be duly
executed as of the day and year first above written.
7
New Hope Alano Group, Inc.
B4 a 4 a7
Y r
Its E- '
By b.. k. , --.",A .
It.S ?l.ats a ,'w .'rr 'AICMnA4
STATE OF MINNESOTA )
ss.
COUNTY OF
On this -AY - day of December, 2004, before me, a Notary Public within and for said
County, personally appeared WG x-.4 6. L it i : and 4c.4- sw c. k ,
to me personally known, who being each q me duly sworn, did say that they are the
and u; f �:°c,,,.,,, t� j� �.'�i�� respectively, of the New Hope Alano
Group, Inc., a Minnesota non-profit corporation, named as Borrower in the foregoing
instrument; and said individuals acknowledge said instrument to be the free act and deed of said
corporation.
PAW -LA R. SYLVES i ER a
:�\• p . "
`�"�"'�' : NDTllriy PIJ3L4C�'11�1r�ES0t.4 � ,
My Camsrission Expires Jan. 3Z, 205
otary Public
THIS INSTRUMENT DRAFTED BY:
Jensen & Sondrall, P.A.
8525 Edinbrook Crossing, Suite 201
Brooklyn Park, MN 55443
(763) 424-8811
R: AttnmeySSASU Client Files52 City of New Hope199-11276(Alana)100.-Assignment of rents and leases-A.C.Carlson bldg D2(clean).doe
9
EXHIBIT I
Lot 2, Block 1, Tetzloff First Addition, Hennepin County, Minnesota, according to the recorded
plat thereof.
GUARANTY
(Including Subordination)
New Hope, Minnesota
THIS GUARANTY is made and entered into this day of December, 2004, by New
Hope Alano Group, Inc., a Minnesota non-profit corporation with a business address of 7550
Bass Lake Road, New Hope, Minnesota 55428 (hereinafter referred to as the "Guarantors"), to
the Economic Development Authority in and for the City of New Hope, a public body corporate
and politic with a business address of 4401 Xylon Avenue North, New Hope, Minnesota 55428,
(hereinafter referred to as the "Lender").
RECITALS:
A. New Hope Alano Group, Inc., a Minnesota non-profit corporation (hereinafter
referred to as the "Debtor"), is the owner of certain real estate located in the County of
Hennepin, State of Minnesota, (hereinafter referred to as the "Premises").
B. The Debtor and the Lender have agreed that the Lender will make a mortgage loan
("Loan") to the Debtor in the principal amount of One Hundred Seventy -Five Thousand and
No/100 Dollars ($175,000.00) which Loan is evidenced by a Loan Note of even date herewith
from the Debtor to the Lender (hereinafter referred to as the "Note").
C. To secure payment of the Note, the Debtor has executed and delivered to the Lender a
Mortgage, Security Agreement and Fixture Financing Statement of even date herewith
(hereinafter referred to as the "Mortgage"), and an Assignment of Leases and Rents of even date
herewith (hereinafter referred to as the "Assignment of Leases") and a Security Agreement of
even date herewith (hereinafter referred to as the "Security Agreement"), covering the Premises.
E. In order to induce the Lender to make the Loan and accept the Note, Mortgage,
Assignment of Leases, and Security Agreement, and as additional security for the Loan and all
monies to be advanced under the Note, Mortgage, Assignment of Leases and Security
Agreement, the Guarantors have agreed to give this Guaranty.
NOW, THEREFORE, in consideration of the premises, the Guarantors hereby covenant
and agree with the Lender as follows:
1. The Note, Mortgage, Assignment of Leases and Security Agreement are hereby made
a part of this Guaranty by reference thereto with the same force and effect as if fully set forth
herein (said documents are sometimes hereafter referred to collectively as the "Loan
Documents").
2. The Guarantors hereby, unconditionally and absolutely, guarantee to Lender the due
and prompt payment, and not just the collectibility, of the principal and interest and late charges
1
and all other indebtedness, if any, on the Note, when due, whether at maturity, pursuant to
mandatory or optional prepayments, by acceleration or otherwise, all at the times and places and
at the rates described in, and otherwise according to the tenor of, the Note, Mortgage,
Assignment of Leases and Security Agreement.
3. The Guarantors further hereby unconditionally and absolutely guarantee to Lender the
due and prompt performance by the Debtor of all duties, agreements and obligations of the
Debtor contained in the Note, Mortgage, Assignment of Leases, and Security Agreement,
respectively, and the due and prompt payment of all costs incurred, including attorneys' fees, in
enforcing the payment and performance of Debtor's obligations as provided in the Note,
Mortgage, Assignment of Leases, Security Agreement and Guarantors' obligations under this
Guaranty (the payment and performance of the items set forth in Paragraphs 2 and 3 of this
Guaranty being hereinafter collectively referred to as the "Indebtedness Guaranteed").
4. The Guarantors hereby agree that the Lender may from time to time without notice to
or consent of the Guarantors and upon such terms and conditions as the Lender may deem
advisable without affecting this Guaranty (a) release any maker, surety or other person liable for
payment of all or any part of the Indebtedness Guaranteed; (b) make any agreement extending or
otherwise altering the time for or the terms of payment of all or any part of the Indebtedness
Guaranteed; (c) modify, waive, compromise, release, subordinate, resort to, exercise or refrain
from exercising any right the Lender may have hereunder and/or under the Loan Documents; (d)
accept additional security or guarantees of any kind; (e) endorse, transfer or assign the Note and
other Loan Documents to any other parry; (f) accept from Debtor or any other party partial
payment or payments on account of the Indebtedness Guaranteed; (g) from time to time hereafter
further loan monies or give or extend credit to or for the benefit of the Debtor; (h) release, settle
or compromise any claim of the Lender against the Debtor, or against any other person, firm or
corporation whose obligation is held by the Lender as collateral security for the Indebtedness
Guaranteed.
5. The Guarantors hereby unconditionally and absolutely waive (a) any obligation on the
part of the Lender to protect, secure or insure any of the security given for the payment of the
Indebtedness Guaranteed; (b) any right to the security given for the payment of the Note; (c)
notice of any disposition of the security given for the payment of the Note; (d) notice of
acceptance of this Guaranty by the Lender; (e) notice of presentment, demand for payment,
notice of nonperformance, protest, notices of protest and notices of dishonor, notice of
nonpayment or partial payment; (f) notice of any defaults under the Note or in the performance
of any of the covenants and agreements contained therein or in any other Loan Document given
as security for the Note; (g) any limitation or exculpation of liability on the part of the Debtor
whether contained in the Note or otherwise; (h) any right to object to the transfer or sale by the
Debtor or the diminution in value thereof of any security given for the Indebtedness Guaranteed;
(i) any right to claim failure, neglect or omission on the part of the Lender to realize or protect
the Indebtedness Guaranteed or any security given therefore; 0) any right to insist that the Lender
prosecute collection of the Note or resort to any instrument or security given to secure the
Indebtedness Guaranteed or to proceed against the Debtor or against any other guarantor or
surety prior to enforcing this Guaranty; and the Guarantors acknowledge at its sole discretion the
2
Lender may either in a separate action or an action pursuant to this Guaranty pursue its remedies
against the Debtor or any other guarantor or surety, without affecting its rights under this
Guaranty; (k) notice to the Guarantors of the existence of or the extending to the Debtor of the
Indebtedness Guaranteed, or (1) any right to object to any order, method or manner of application
of any payments on the Indebtedness secured hereby.
6. Without limiting the generality of the foregoing, the (ivarantors will not assert against
the Lender any defense of waiver, release, discharge in bankruptcy, statute of limitations, res
judicata, statute of frauds, anti -deficiency statute, fraud, ultra vires acts, usury, illegality or
unenforceability which may be available to the Debtor in respect of the Note or any other Loan
Document, or any setoff available against the Lender to the Debtor whether or not on account of
a related transaction, and the Guarantors expressly agree that they shall be and remain liable for
any deficiency remaining after foreclosure of any mortgage or security interest securing the Note,
notwithstanding provisions of law that may prevent the Lender from enforcing such deficiency
against the Debtor. The liability of the Guarantors shall not be affected or impaired by any
voluntary or involuntary dissolution, sale or other disposition of all or substantially all the assets,
marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment of, or other
similar event or proceeding affecting the Debtor or any of its assets and that upon the institution
of any of the above actions, at the Lender's sole discretion and without notice thereof or demand
therefor, the Guarantors' obligations shall become due and payable and enforceable against the
Guarantors, whether or not the Indebtedness Guaranteed is then due and payable. The
Guarantors further agree that no act or thing, except for payment in full, which but for this
provision might or could in law or in equity act as a release of the liabilities of the Guarantors
hereunder shall in any way affect or impair this Guaranty and the Guarantors agree that this shall
be a continuing, absolute and unconditional Guaranty and shall be in full force and effect until the
Indebtedness Guaranteed has been paid in full.
7. The Guarantors agree that all indebtedness, liability or liabilities now or at any time or
times hereafter owing by Debtor to the Guarantors and any and all right to collateral, if any, held
for the same are hereby subordinated to the Indebtedness Guaranteed and the right of the Lender
to such collateral. Any payment of indebtedness of the Debtor to the Guarantors, if the Lender
so requests, shall be received by the Guarantors as trustee for the Lender on account of the
Indebtedness Guaranteed. The Guarantors agree that the payment of any amount or amounts by
the Guarantors pursuant to this Guaranty shall not in any way entitle the Guarantors whether at
law, in equity or otherwise to any right to participate in any security held by the Lender for the
payment of the Indebtedness Guaranteed, any right to direct the application or disposition of any
such security or any right to direct the enforcement of any such security. Performance by the
Guarantors under this Guaranty shall not entitle the Guarantors to be subrogated to any of the
Indebtedness Guaranteed or to any security therefor, unless and until the full amount of the
Indebtedness Guaranteed has been fully paid.
8. The Guarantors agree this Guaranty is executed in order to induce the Lender to make
and disburse the Loan and with the intent that it be relied upon by the Lender in making and
disbursing the Loan. Disbursement of all or any part of the Loan without any further action or
7
notice, shall constitute conclusive evidence of the reliance hereon by the Len[ier. This Guaranty
shall run with the Note and other Loan Documents and without the need for any further
assignment of this Guaranty to any subsequent holder of the Note or the need for any notice to
the Guarantors thereof. Upon endorsement or assignment of the Note to any subsequent holder,
said subsequent holder of the Note may enforce this Guaranty as if said holder had been
originally named as Lender hereunder.
9. The Guarantors consent to be sued in any jurisdiction in which the Debtor may be
sued as well as the jurisdiction of the Guarantors' principal place of business and residence, and
in the State where this Guaranty is executed.
10. No right or remedy herein conferred upon or reserved to the Lender is intended to be
exclusive of any other available remedy or remedies but each and every remedy shall be
cumulative and shall be in addition to every other remedy given under this Guaranty or now or
hereafter existing at law or in equity. No waiver, amendment, release or modification of this
Guaranty shall be established by conduct, custom or course of dealing, but only by an instrument
in writing duly executed by the Lender.
11. This Guaranty is delivered in and made in and shall in all respects be construed
pursuant to the laws of the State of Minnesota.
12. This Guaranty, and each and every part hereof, shall be binding upon the Guarantors
and upon their heirs, administrators, representatives, executors, successors and assigns and shall
inure to the benefit of each and every future holder of the Note, including the successors and
assigns of the Lender.
13. The promises and agreements herein shall be construed to be and are hereby declared
to be joint and several in each and every particular and shall be fully binding upon and
enforceable against any or all of such parties or persons, and neither the death nor release of any
person or parry to this Guaranty shall affect or release the joint and several liability of any other
person or party.
IN WITNESS WHEREOF, the Guarantors have executed this Guaranty as of the day and
year first above written.
New Hope Alano Group, Inc., a
Minnesota non-profit corporation
By \QV,4
its
V
4
STATE OF MINNESOTA )
)ss
COUNTY OF . ,A.. ;I )
The foregoing instrument was acknowledged before me this . day of December,
2004, by fb �,a-� G ne and ��G s� c��- �, _ the
4LLQ ,respectively, of New Hope Alano
Group, Inc., a Minnesota non-profit cor oration, on behalf of said non-profit corporation.
PAVELA R. S LVESTER No Public
NL` ini3Y PURLIC-KNNESOTA '
My Co emission Expires Jan, 91, 2005
THIS INSTRUMENT DRAFTED BY:
Jensen & Sondrail, P.A.
8525 Edinbrook Crossing, Suite 201
Brooklyn Park, MN 55443
(763) 424-8811
P:LAttomey4SASU Client Files52 City of New Hope199-11276(Alano)MI-Guaranty-A.C. Carlson bldg-M(elean).doe
5
UBC • Ld • LUU4•-I U :4UAM M> ALH l N AtitNUY NIA 14U3 1
ACORD,INSURANCE_ BINDER DATE.
lz/za/zoo4
THIS BINDER IS A TEMPORARY INSURANCE CONTRACT, SUBJECT TO THE CONDITIONS SHOWN ON THE REVERSE SIDE OF THIS FORM.
PRODUCER PHONE
A/c No Entl (763) 788-9274 COMPANY 01NDERe
FAX (763)788-0910 'ower Spec Fac 804122803559
McAlpin Agency Inc EFF n
DATE TIME DATE TIME
iw.mcalpinagency.com 12/28/2004 ]2:01 X AM 02/21/2005 X 12:01 AM
4230 Central. Ave NE PM NOON
Columbia Heights, MN 55421 THIS BINDER IS ISSUED To EXTEND COVERAGE IN THE ABOVE NAMED COMPANY
CODE: SUB CODE: PER EXPIRING POLICY #:
AGENCY 00011382 DESCRIPTION OF DPERATIONSNEHICLESIPROPERTY (Int$udinn Locaticnl
r•, EIICY[v m
New Hope Alano
7550 Bass Lake Rd
Crystal, MN 55428
50 Bass Lake Road
ystal,MN 55428
COVERAGES
LIMITS
TYPE OF INSURANCE
COVERAGEIFORMS
DEDUCTIBLE
COINS 4A
AMOUNT
PROPERTY
CAUSESOFLOSS
BASIC F7 BROAD 1K Spec
usiness Personal Property
uilding
1000 go
10010 80
25,000
533,16
iability
500,000
GENERAL
LIABILITY
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE F7 OCCUR
EACH OCCURRENCE
FIRE DAMAGE (Any one fire)
MED EXP (Any one owsm)
s
S
s
PERSONAL& ADV INJURY
S
GENERAL AGGREGATE
S
RETRO DATE FOR CLAIMS MADE;
PRODUCTS • COMPfOP AGG
E
AUTOMOBILE
LIA8IUTY
COMBINED SiNQLE LIMIT
S
ANYAUTO
ALL OWNED AUTOS
SC►IEDULED AUTOS
BODILY INJU RY (Per vemern)
BODILY INJURY (Per acoidenQ
PROPERTY DAMAGE
S
5
S
HIRED AUTOS
MEDICAL PAYMENTS
$
NON.OWNED AUTOS
PERSONAL INJURY PROT
s
UNINSURED MOTORIST
$
S
AUTO PHYSICAL DAMAGE DEDUCTIBLE
ALL VEHICLES SCHEDULED VEHICLES
ACTUAL CASH VALUE
COLLISION:
STATED AMOUNT
S
OTHER THAN DOL;
I OTHER
GARAGE LIABILITY
AUTO ONLY- EAA=DENT
S
OTHER THAN AUTO ONLY:
LAKYTO
EACH ACCIDENT
tS
AGGREGATE j
S
EXCESS LIAaiLRY
EACH OCCURRENCE Is
UMORELLA FORM
AGGREGATE is
OTHER THAN UMBRELLA FORM
RETRO DATE FOR CLAIMS MADE:
SELF•!NSURED RETENTION
S
INC STATUTORY LIMITS
WORKER'S COMPENSATION
AND
E.L. EACH ACCIDENT
4
EMPLOYER'S U"ILn'Y
E.L. DISEASE • EA EMPLOYEE
$
E.L. aiscASE- POUCY LIMIT
s
SPECIAL
CONDITIONSI
FEES
S
OTHER
COVERAGES
TAXES
g
ESTIMATED TOTAL PREMIUM
S
NAME & ADDRESS
Economic Development Authority X MORTGAGEE
In and for the City of New hope
ADDITIONAL INSURED
LOSS PAYEE
4401 Xylon Avenue North LOAN
New Hope, MN 55428
AUTHORIZED REPRESS TIVE
M
I
ACORD 75.5 (1198) NOTE: IMPORTANT STATE INFORMATION ON RE Ef(S
SIDE (9ACORD CORPORATION 1993
AEC -28-2004 09:54 763 78B 0910 99%
P.01
12/28/,2004 15:23 FAX 763 493 5193 JENSEN & 50NDRALL, P.A. 12 002
CLOSING STATEMENT
(99.11276)
DATE: I December 28, 2004_
PROPERTY ADDRESS: 17550 Bass Lake Road
New Hope, Minnesota 55428
SELLERS: Alton C. Carlson, SSN:
Gladys D. Carlson, SSN:
Carolyn M. Peterson, SSN: 471-72-8841
Title One Exchange, Inc., as Qualified Intermediary for Catherine M. Keto
Title One Exchange, Inc., as alified Intemediary for Cynthia A. Lipari
PURCHASER: New Hope Alano Group, Inc.
TIN: 23-7069352
TERMS: Total Purchase Price: $600,000.00
Earnest Money (Retained by Seiler): $25,000.00
Mortgage to New Houe EDA $175 000 On
SELLERS' COSTS;
Cash at
State Deed Tax:
Conservation Fee
*Real Estate Tax
PURCHASER'S COSTS: Reimburse EDA for Title C
Mortgage Registration Tax:
CASA RECEIVED:
DISBURSEMENTS:
Conservation Fee:
Recording Fee for W
Recording Fee for M,
Certificate of Title:
*Real Estate Tax Ad!
Cash at Closing:
Mortgage:
Purchaser's Costs:
Economic Develor
Deed:
Hennepin Conn Treasurer:
Hennepin g2unt
g Treasurer:
He in County Registrar of Titles:
Alton C. Carlson and Gladys D. Carlson:
($358,839.79 less $25,000.00)
$400,000,00
$600,000.00 $60o,0oo.00
$2,040.00
$5.00
($111.30'
$1,933.70
$330.00
$420.00
$5.00
$20.00
$20.00
$15.00
$111.30
$921.30
$400,000.00
$175,000.00
$921.30
$575,921.30
$330.00
$2,040.00
$65.00
,839.79
Title One Exchan a $158,184.34
Carolyn M. Peterson: $79,742.17
Title. One Commercial $1,300.00
$575,921.30
12/28.'2004 15:24 FAX. 763 493 5193 JENSEN & SQNDRALL, P.A.
SELLERS:
ALTON C. CARLSON
Real Estate Tax A41ustment for 2004:
Seller's Obligation:
363/366ths Base Tax: $13,465.43
Assessments Certified to Taxes: $66.97
$13,532.40
Amount Paid by Seller: $(13,643.40)
Due from Purchaser (3/366ths Base Tax): $111.30
PURCHASER:
NEW HOPE ALANO GROUP, INC.
By: %Q U 4W -0(r
Its:
P:ui 0n1vYV U-C1knt IbW.ICNH199.112761CNIM.11275-01GClosing 5tmUm (Loan to Alma),doc
IM 003
C.V. FILEDNOT REQ.
-�. Z AND P IOR TAXES PAIR
TAXPAYER SERVICES
TRANSFER ENTERED
DEC 2 9 2004
WARRANTY DEED
Individual(s) to Corporation, Partnership or Limited Liability Company
STATE DEED TAX DUE HEREON: $2,040.00
Date: December &6 , 2004.
FOR VALUABLE .CONSIDERATION, Catherine M. Keto and John Keto, wife and husband; Carolyn
M. Peterson and Gordon Peterson, wife and husband; Cynthia A. Lipari and Anthony Lipari, wife and
husband; and Alton C. Carlson and Gladys D. Carlson, husband and wife, Grantors, hereby convey
and warrant to New Hope Alano Group, Inc., a Minnesota non-profit corporation, Grantee, real
property in Hennepin County, Minnesota, described as follows:
Lot 2, Block 1, Tetzloff First Addition, 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.
Henn Cc Sol'
9W -# 2535
14212 �r2004
Paid $2,040.00
c}C
I
4059386
W
0
mT"
C
G
L?
m
-q
a fi
�>
�
or�fl�'
-n��
a
z
C:
0
s
WARRANTY DEED
Individual(s) to Corporation, Partnership or Limited Liability Company
STATE DEED TAX DUE HEREON: $2,040.00
Date: December &6 , 2004.
FOR VALUABLE .CONSIDERATION, Catherine M. Keto and John Keto, wife and husband; Carolyn
M. Peterson and Gordon Peterson, wife and husband; Cynthia A. Lipari and Anthony Lipari, wife and
husband; and Alton C. Carlson and Gladys D. Carlson, husband and wife, Grantors, hereby convey
and warrant to New Hope Alano Group, Inc., a Minnesota non-profit corporation, Grantee, real
property in Hennepin County, Minnesota, described as follows:
Lot 2, Block 1, Tetzloff First Addition, 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.
Henn Cc Sol'
9W -# 2535
14212 �r2004
Paid $2,040.00
c}C
I
Ill AIWAMO 2,
Gordon
Cyn a A. Lipari
Anthony gLLipari
Alton C. Carlson
Gladys D. 06rlson
STATE OF
COUNTY OF "T( r rr rY,n
The foregoing instrument was acknowledged before me this o2(?�hay of December, 2004, by Catherine M.
Keto and John Keto, wife and husband, Grantors.
3TACYE WIL50N
IIOTARYPI> ESTATEOFTM
COM�Il5i0N N1t'INE3:
FEBRUARY 1.82 2008
STATE OF MINNESOTA
}COUNTY of �ss.�
1_1�
2=
Notary Publi
The foregoing instrument was acknowledged before me this .P "day of December, 2004, by Carolyn M.
Peterson and Gordon Peterson, wife and husband, Grantors.
(Notarial Stamp or Seal)
JANE T L. BURKE
NOT
ARY PUBLIC —MINNESOTA
My Comm. Expires Jan. 31, 2005 Notkry Public
STATE OF MINNESOTA
} SS.
COUNTY OF
The foregoing instrument was acknowledged before me this l"day of December, 2004, by Cynthia A.
Lipari and Anthony Lipari, wife and husband, Grantors.
(Notarial Stamp or Seal)
JANET L. BURKE
NOTARY PUBLIC—MINNESOTA
My Comm. Expires Jan. 31, 2oo5 NO blit
u ■
3
STATE OF MINNESOTA
- } ss.
COUNTY OF y� ,.
The foregoing instrument was acknowledged before me this, ,*day of December, 2004, by Alton C.
Carlson and GIadys D. Carlson, husband and wife, Grantors.
PAMELA 9, SYLVESTER
NOTARY PUBLIC -MINNESOTA
My Commission Expires Jan 31, 2005
THIS INSTRUMENT DRAFTED BY:
Jensen & Sondrall, P.A.
8525 Edinbrook Crossing, Suite 201
Brooklyn Park, MN 55443
(763) 424-8811
P:SAttomeyVLa\1-C1ient Folders4CNH599-112761CNH99.11276-0I0-WD.doc
4
J/ ^
Votary Public
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:
New Hope Alano Group, Inc.
7550 Bass Lake Road
New Hope, MN 55428
STATE OF MINNESOTA
COUNTY OF HENNEPTN } ss. AFFIDAVIT
Alton C. Carlson and Gladys D. Carlson, husband and wife, being first duly sworn, state and
allege:
1. Your Affiants are the parents of Catherine M. Keto, Carolyn M. Peterson and Cynthia
A. Lipari.
2. On or about December 29, 2000, your Affiants executed and delivered to Catherine M.
Keto, Carolyn M. Peterson and Cynthia A. Lipari, a Warranty Deed for an undivided
one-fifth (115) interest in real property legally described as follows:
Lot 2, BIock I, Tetzloff First Addition, Hennepin County, Minnesota.
3. The aforesaid deed was not recorded on the real estate records but was executed and
delivered with the intent to convey the interest recited therein. A copy of said deed is
attached hereto as Exhibit A.
4. On or about January 2, 2001, your Affiants executed and delivered another Warranty
Deed for the aforeasaid real property to Catherine M. Keto, Carolyn M. Peterson and
Cynthia A. Lipari, which deed was placed of record with the office of the Hennepin
County Registrar of Titles.
5. The deed dated January 2, 2001 transferred to the above-named grantees an additional
undivided one-fifth (115) interest in the real property described above.
Further your Affiants saith not, save and except that they make this Affidavit for the purpose
of evidencing the fact that the owners of the real property legally described as Lot 2, Block 1,
Tetzloff First Addition, Hennepin County, Minnesota, are as follows:
Catherine M. Keto, Carolyn M. Peterson and Cynthia A. Lipari, an undivided two-fifths (2/5)
interest; Alton C. Carlson, Trustee, and Gladys D. Carlson, Trustee, an undivided three-fifths
(3/5) interest.
Subscribed and sworn to before me this ,,_&t' day
of a 'ember, 2004.
Notary Public
dENSEN & SONDRALL, P.A.
8525 Edinbrook Crossing, Suite 201
Brooklyn Park, MN 55443
(763) 424-8811
P: iAMDrNYULBU-Client Fo1dez'ACNH199-112761CNH99.11276.017-Affidavit-D3.doe
2
AIton C. Carlson
Gladys D. Cdrlson
' pass (Notarial Stam or seal
=7NOTARY
ELA R. SYLVESTER
, PUBLIC -MINNESOTA
ission Expires Jan. 31, 2005
H:
Form No. X-M-.W^^���y��� � i DEED
individud (a) �''"��E���°idul g)
STATE DEED TAX DUE HEREON: S 1.70
Date: Decembez!71,r Z(oo
FOR VALUABLE CONSIDERATION, ALTaN C.
husband and wife, Grantor(s), hereby flonvcy(s)CSand ON SYS D. CAR'[aSON,
-UVLYN M. PETERSON and CYNTHIA A. LIPARzr Gmn�) CATrop" M. KETD,
�:otwty, Mhnaesnta, descr�'bed as follows: , real prop" HENNEpIN
An undivided nae—Fifth
First Add.tiQn, accordin(I!5) interest in Lot 2, Block 1F Tetzloff
g to the plat thereof Oji fil
in the office of the Registrar of Titles record
es in and e for RENNEpIN
of Of
county. Minnesota.
Subject to easements,. restrictions and reservations of record.
Subject to an
l7vrposes Over the East 30 feet
Of above land as shown in easement for roadway deed Doc. N. 881143, files Registrar of
Titles: (Now over part Of Lot 2r Block 1.)
Subject to an easement for the purpose of creating a cOmon curb
cut and comrnan driveway over the WeSt 13 Feet of the South 58.8
feet of above lot; (as shote in deed Doc No. 1287870, files of
Registrar of Titles)
tc3felher with all hcrelitameWs and apruttenamces b,�1vng1ng thereto, subject ttt the rolI°�8ceptiat�s
ex:
The total consideration for this transfer is $500-00ex less.
The sellers certify that the sellers do not know of aay wslls an the
above desCribed real property.
AT= DLW Tax Stamp ih= "TON C . CARLSON
YS D D.
C., gpN
EXHIBIT
STATE OF MINNESOTA
COUNTY OF HENNEFss.
IN }
The lbregoing instrumcrft was acknawltdged before me thisIL�dof December,
ALTON C. CARLSON and GLADYS D. CARLSON, husband%. iid wife 20Cq by
G i
-z'� �; RQ1F?. r�'�sQ�V
WARY Fimo-idmim
' � � �rtei,ka.31.20CS
1'bi:g bmr+rauat vas drafted by (aame and Add:..);
'Olt T. Nelgonr s p.A. (ftlg T. Nelson)
Attorneyat Law
3260 county Rd. 10, suite D
srooklyn Center. M 55429
(612) 550-4000
Natary Pubba cr other
"Vnataments for ther"' ptppMy dcaccibad is this,
ipatmment should besent to;
ALTON C. Sad GIMYS D. CARLSON,
Trustees
5910 x7jon Ave. N.
New 801ae, MR 55428
STATE OF MINNESOTA
COUNTY OF . } ss. AFFIDAVIT' REGARDING
Alton C. Carlson and Gladys D. Carlson, husband and wife, being first duly sworn, on oath say that:
1. They are the persons named as Grantors in the document dated December , 2004, and filed
for record , 200_, as Document No. , in the office of the Registrar
of Titles of Hennepin County, Minnesota.
2. Said persons are of legal age and
J under no legal disability with places of business, respectively,
at: ¢ 10 ( °✓ , a k Roaj
D/ll�t� WPB- M J 95_�94
and for the last ten (10) years have resided at:
,5-q IO } t ra 4W /mac
Nem Ap�p- , Yy� 5'Sa
3. The social security In of said persons are:
Alton C. Carlson
Gladys D. Carlson
4. There have been no:
l79
6.
7.
S.
9.
10.
S5# ,,# Z
.I16 --A " qo;,
SS# Ybq— 7f ko(o�
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.
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.
Any judgments or tax liens of record against parties with the same or similar names are not
against the above-named persons.
There has been no labor or materials furnished to the Premises for which payment has not been
made.
There are no unrecorded contracts, leases, easements, or other agreements or interests relating
to the Premises of which Affiants have knowledge.
There are no persons in possession of any portion of the Premises other than pursuant to a
recorded document.
There are no 'encroachments or boundary line questions affecting the Premises of which
Affiants have knowledge.
I
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 2, Block 1, Tetzloff First Addition, according to the recorded plat thereof, and
situate in 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.
14-mmim,
Gladys D. Cirlson
Subscribed and sworn to before me this - rA day
,Qf December, 2004.PAMELA R. SYLVESTER
NOTAR PUwc•MINNESOTA
MY commission Expires Jan. 31, 2005 _
Notary Public
Drafted By:
JENSEN & SONDRALL, P.A.
8525 Eftbrook Crossing, Suite 201
Brooklyn Park, MN 55443
(763) 424-8811
P:%Ap r-y%JLMI-01.tM&MCNH%WI 1276d2flH99.11276-014Carl"AMd.ALd-
STATE OF �kAS
COUNTY OF %g,?,p gAi7— l ss. AFFIDAVIT REGARDING
SELLERS
Catherine M. Keto and John Keto, wife and husband, being first duly sworn, on oath say that:
1. They are the persons named as Grantors in the document dated December , 2004, and filed
for record 200,_, as Document No. , in the office of the Registrar of
Titles of Hennepin County, Minnesota.
2. Said persons are of legal age and under no legal disability with places of business, respectively,
at:
A: -'T Gd OR -7—H 'TRX 4-s 7Coin 6
and for the last ten (�10) years have resided at:
// 7 C& vc-� � P" L6
C-0 /%vI /l e 7;0-X S 7 (,,- '533. The social security numbers of said persons are:
Catherine M. Keto SS# 1�
John Keto SS#AE-6 p - �/3
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.
S. 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 u
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 2, Block 1, Tetzloff First Addition, according to the recorded plat thereof, and
situate in Hennepin County, Minnesota.
Affiants know the matters herein stated are tree and make this Affidavit for the purpose of
inducing the passing of title to the Premises.
CathaaM. 'eto
Subscribed and sworn to before me this --.)o J_hday mat = or Seal
of December, 2004. S ACYE WILSON
IWAOPOBl1CIITATEOF1 M
COMMISSION EXPIRES.,
FEBRUARY 19, 2001
Notary Publi
Drafted By:
JENSEN & SONDRALL, P.A.
8525 Edinbrook Crossing, Suite 201
Brooklyn Park, MN 55443
763 424-8811
P:1P.ttwaey\II.,B1l�lieM Fold= CMW,99-11270tMV9.11276.011-Kdo Affwk i.d.
2
STATE OF MINNESOTA
COUNTY OF } ss. AFFIDAs� REGARDING
LE
Cynthia A. Lipari and Anthony Lipari, wife and husband, being first duly sworn, on oath say that:
1. They are the persons named as Grantors in the document dated December _, 2004, and filed
for record , 200_, as Document No. , in the office of the Registrar
of Titles of Hennepin County, Minnesota.
2. Said persons are of legal age and under no legal disability with places of business, respectively,
at: "+00n L_W0L r i - tt01 le -(we t I
and for the last ten (10) years have resided at:
2300 RIYe_rGieA 1Uct-ne-
p.,t I n nw_tonv_. , M m 55 30 S
3. The social security numbers of said persons are:
Cynthia A. Lipari SSII 4-72 `-7 $ -8--3:z
Anthony Lipari SSI! 3 - SO ' Q 1 S-7
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.
1
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 2, BIock 1, TetzIoff First Addition, according to the recorded plat thereof, and
situate in 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.
Cynth A. Lipari
Anthony Lip i
Subscribed and sworn to before me this d day
(Notu-W imp or seo)
of December, 2004.
'"^
Nota Public
KEN OMM. EXPIMJmn, 31.200
3jCYFP�TEL.tUINRN
My comm. Expires Jen, si, zoos`
■
Drafted By:
JENSEN & SONDRALL, P.A.
8525 Edinbrook Crossing, Suite 201
Brooklyn Park, MN 55443
(763) 424-8811
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STATE OF MINNESOTA
} ss. AFFIDAVIT' REGARDLNG
COUNTY OF r?z , SELLERS
Carolyn M. Peterson and Gordon Peterson, wife and husband, being first duly sworn, on oath say that:
1. They are the persons named as Grantors in the document dated December _, 2004, and filed
for record , 200 , as Document No. , in the office of the Registrar
of Titles of Hennepin County, Minnesota.
2. Said persons are of legal
�age
�and under no legal disability with places f business, respectively,
at: 12d1C L %1 L C4cfi. t. � �P h6 �(/�' dL- ` �
/7
and for the last ten ( ) years have resided at:
3. The social security numbers of said persons are:
Carolyn M. Peterson SS# -7g—ggll
4.
Gordon Peterson SS# 1177 <,,q — F.s S
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.
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.
Any judgments or tax liens of record against parties with the same or similar names are not
against the above-named persons.
There has been no labor or materials furnished to the Premises for which payment has not been
made.
There are no unrecorded contracts, leases, easements, or other agreements or interests relating
to the Premises of which Affiants have knowledge.
There are no persons in possession of any portion of the Premises other than pursuant to a
recorded document.
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 2, Block 1, Tetzloff First Addition, according to the recorded plat thereof, and
situate in 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 a���day
of December, 2004.
/2.2 1<
No ry Public
Drafted By:
JENSEN & SON"DRALL, P.A.
8525 Edinbrook Crossing, Solite 241
Brooklyn Park, MN 55443
(763) 424-8811
P.1AwrrcyULB%I-0iwt Fol&rACNH M1127AGIH99.1127&012-Pemr Amdavit.dm
2
CarolynA eterson
Gordon Peterson
(Notarial 5 Lrc S
■M ,lANI-:71. BU" E
rNOTARYPl1BLIC-MINNE507A
Nty C.,rm E*Ima Jan. 91. 2005
a
■
AFFIDAVIT REGARDING FOREIGN INVESTORS
REAL PROPERTY TAX ACT OF 1980
WHEREAS, Alton C. Carlson, Gladys D. Carlson, Carolyn M. Peterson, Cynthia A.
Lipari and Catherine M. Keto (hereinafter collectively referred to as "Sellers") and the New
Hope Alano Group, Inc., a Minnesota non-profit corporation (hereinafter referred as
"Purchaser") entered into a purchase agreement dated as of July 2, 2004, pertaining to the sale
of certain real property in Hennepin County, Minnesota (the "Contract"); and
WHEREAS, as part of the Contract the Sellers agreed to convey to the Purchaser that
certain real property located in Hennepin County, Minnesota and described as Lot 2, Block 1;
Tetzloff First Addition (the "Property").
NOW, THEREFORE, the undersigned, having been duly sworn under oath by the
subscribing Notary Public, do hereby represent and warrant as follows:
1. That the undersigned are collectively the owners of an undivided 315 interest in the
Property and are the parents of the individuals who hold an undivided 215 interest in the Property.
2. (a) That the undersigned on behalf of the Sellers acknowledge that sale of the
Property to the Purchaser by the Sellers constitutes a transfer of a "U.S. Real Property Interest"
as that term is defined in the Foreign Investors Real Property Tax Act of 1980, as amended
("FIRPTA").
(b) That the undersigned make this affidavit to inform the United States
Internal Revenue Service ("IRS") that the Purchaser has no duty to collect withholding taxes for
the Sellers pursuant to FIRPTA and hereby grants permission for the Purchaser to file this
affidavit with the IRS pursuant to any present or future applicable laws or regulations.
(c) That none of the Sellers are foreign persons.
(d) That the Sellers' social security numbers have been provided by way of a
seller's affidavit signed by each individual holding an interest in the Property.
3. This Affidavit is made with the knowledge that the contents hereof will be relied
upon by the Purchaser in purchasing the Property and, if applicable, by the Title Company in
granting insurance regarding Purchaser's title to the Property.
IN WITNESS WHEREOF, undersigned have executed this document on behalf of the
Sellers this E$ 4day of December, 2004:
Subscribed and sworn to before me this day
of December, 2004. ((``
Notary Public
P:1Attorney\SAS51 Client Filesl2 City of New Hope199-11276(Alam)100l-FIRPTA Aff.doe
Alton C. Carlson
Gladys D. Cfirlson
g' PAMELA R. SYLVESTER
NOTAA' PUBLIC -MINNESOTA
My Commission Expires Jan. 31, 2005
MINNESOTA• REVENUE PE20 ArrrJdox r7Se opty.
Certificate of Real Estate Value
Names of buyers (last, Rrst, MI)
dress
Daytime phone
New Hope Alano Group, Inc.
] �� Bass Road-
New Hope. MlA 55428
(612) 827-8357
Names of sellers past, first, MI)
Now address
$901 Bass Lake Road
Daytime phone
Keto, Catherine M. et al
New Hope, MN 55428
(763 1533-5333
Street address or ntra' rote of property purchased
City ortownship
County
7550 Bass Lake Road
New Hope
Hennepin
1. Cate of deed or contract i Legal description of property purchased pot, block and plej or attach 3 copies of the legal description
Financial arrangements
2. Total purchase price
❑ c
Was personal property included in purchase price (e.g., furniture, imehtary, equipment)?
❑ Resldemial: single family
$600,000.00
❑ Residential: duplex, triplex
❑ Yes ® No If yes, list property and
(attach Schedule PE20A).
3. Down payment
❑ Commercial -industrial. Type of business:
current (not replacement) value at right, and enter
425,000.00
(attach Schedule PE20A).
total In Box 5 below. Use bade of form If needed. ........ — s _
$�..�. ...
4. Palms or prepaid Interest paid by seller
5. Current value of personal properly
❑ Yes ® No
NIA
Method of financing (complete only if seller -financed, including contracts -for -deed and assumed mortgages)
N/A --
— s
6. Type of acquisition (check all that apply)
❑ Buyer and seller are relatives or related businesses ❑ Contract paid off or resold ❑ Property received in trade
❑ Buyer or seller is religious or charitable organization ❑ Name added or removed from dead ❑ Purchase agreement signed over two years ago
❑ Buyer or seller is unit of government ❑ Properly condemned or foreclosed upon
❑ Buyer purchased partial Interest only ❑ Property received as gift or Inheritance
7. Type of property transferred (check all that apply)
❑ Land only [)Land end Lulldhigs ❑ Construction of new bulldirig after Jan. 1 of year of sale
8. Planned use of property (check one)
❑ c
Wait
❑ Resldemial: single family
❑ Agricultural, Number of acres: (attach Schedule PE204).
❑ Residential: duplex, triplex
❑ Apartment (residem"al, four or more units). Number of units:
(attach Schedule PE20A).
❑ Cabin or recreational (noncommercial)
❑ Commercial -industrial. Type of business:
(attach Schedule PE")A
® other. Descrlbe•Meetinlz Place for members of
(attach Schedule PE20A).
non—profit corporation
Acres
Be. Will this property be the buyer's principal residence?
❑ Yes ® No
Method of financing (complete only if seller -financed, including contracts -for -deed and assumed mortgages)
r n
Assumed contract Mortgage or contractfiordeed
Monthly payment Interest rate Numberof
Date of arty lump -
mortgage for deed amount at purchase
(principal & Interest) now in effect payments
sum (balloon) payments
9. ❑
io. ❑ 711
Secondary parcel ID n.rnaer
b.
&
Good forstudy GI Yee ❑ Na lfno, gine mason/cade
Sign here. I declare under penalty of law that the Information on this form Is true, correct and complete to the hest of my knowledge and belief.
Print name Si attire_ [)ate Daytime phone
Clarissa M. Klug 12/29/04 (763) 424-8811
Counties: Cornolete this section.
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I'Amwy peep" ID number
Acres
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Secondary parcel ID n.rnaer
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Ara there more Partials? ❑Yes ❑No
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ID
Put addldone! ID numbers on back of form.
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DEPARTMENT OF REVENUE COPY
365060
ii. Buyer's Social Security numbers 12. Sellers Social Security numbers
(dr Minnesota or federal ID numbers) (or Minnesota or federal ID numbers)
1 TIN 23-7069352 i Catherine M. Keto SSN 474-64-0075
s Carolyn M. Peterson SSN 471-72-8841
-9 2 2
Cynthia A. Lipari _ SSN 472-78-8554
—. s on .Lipari
SSN 475-26-9022
DEPARTMENT OF REVENUE COPY 365060
MINNESOTA• REVENUE
Certificate of Real Estate Value Supplemental Schedule
Complete this form for apartment, commercial/industrial or farm sales only.
New hope Alano
I If the sale price included personal property
(e.g., furniture, appliances, supplies, fixtures,
machinery or stock Inventories) or other Items
(e.g., businesst goodwill, business's name,
franchise, or non -compete agreement),
enter total value of items ....................... $ N/?
2 If you or the seller paid someone to do an
appraisal of the property's value prior to sale,
check this box ❑.
If known, enter appraised value .............$ NIA
3 Commercial/industrial properties:
From the property uses on the back, enter the
code that best describes the property's use:
■ before the sale ......................................... 6nn
■ after the sale ............................................ 999
4 Apartmerd pmpertles:
Enter the number of:
it apartment buildings included in sale price.. NIA
r rental units In all buildings ........................X/A
e
5 Farm properties:
How many acres are:
a irrigated ................................................... N/A
■ enrolled in Reinvest in Minnesota (RIM) ..... urp
■ enrolled In Conservation Reserve
Program (CRP) ......................................... N/A
■ enrolled in Conservation Reserve
Enhancement Program (CREP)? .......... I...... N/A
All properties
6 Did you own property adjacent to the
PE20fi
Fomr PE20 (Cert. of Ree! Estate Valera) sequence number
8 Did you lease the property from
the seller before the purchase? ................. ❑ Yes ® No
If yes, did you have an option to buy? ......... ❑ Yes ❑ NON
Did the seller lease the property from
you after the purchase? ............................. ❑ Yes ® No
If yes, what was the term of the lease
in months ................................................. 1TZA
9 Was the sale announced and/or promoted
through realtor listings, newspaper or other
publications, advertisements, brochures,
or other promot'onal or Informational
mailings? ..................................................
L] Yes L No
It no, how did you learn that the property
was for sale? Myer and Sellar both
had separ,
projects with City's Community
Aevelopmen
office and Buyer learned of vacancy durin;
the course of these projects.
10 If the property was rental property, were you
guaranteed a minimum level of rental
income? ................................................... [—]Yes ❑ No N
1.1 Were you and the seller family members,
business partners, business affiliates, a
subsidiary to the other, joint owners of the
property or stockholders of the business? .. ❑ Yes [J No
12 When the property was sold, was a
foreclosure, court judgment, order or other
legal proceeding pending in connection
with the property'? ..................................... ❑ Yes ❑X No
property purchased? ................. ❑Yes F1 No JA ill your vprruon, wns uric pruperty
................
If yes, in your opinion, did you pay a sold for a considerably different price from
higher price for the property than other what you believe other similar properties
potential buyers would have paid? .............. ❑ Yes ❑ Ndd/A would sell for?............................N........... ❑ Yes ®No
If yes, explain briefly= /A
7 Does the total purchase price from line 2 of
Form PE20 include other properties sold
to you at the same time? ........................... ❑Yes ® No
Sign here. I declare under penalty of law that the information on this form is true, correct and complete to the best of my knowledge.and belief
Signature ofboyer— $.et Print name Date Daytime phone
42 —�Y►. ,4C1arissa M. Klug 12/29/04 (763 )424-8811
county auditor's rer's office with Form PE20 and your deed or contract—for—deed.
Stock No. 6000401(Rw. 5/03)
MINNESOTA DEPARTMENT OF REVENUE COPY