HomeMy WebLinkAbout11-25-1996 EDA1
2
City of Mounds View
Economic Development Authority
November 25,1996
Meeting No. �9
AGENDA
CALL TO ORDER
ROLL CALL -
3. APPROVAL OF AGENDA
EDA ACTION: ATD �
Comments:
4. APPROVAL OF MINUTES:
November 12, 1996
EDA ACTION: ATD
Comments:
President Linke
Vice President Blanchard
Secretary Trude
Commissioner Quicic
Comrnissioner Hanlcner
EDA
PAGE TWO
NOVEMBER 25, 1996
5. CONSENT AGENDA
No items on consent agenda.
6. PUBLIC HEARING
No public hearing scheduled for this meeting.
7. EDA BUSINESS
A. Consideration of an Agreement by and among First Union National Banlc of North
Carolina, Heartland-Moundsview Commonbond, LLC and Mounds View Economic
Development Authority for the Assignment of the Development Assistance
Agreement and EDA Note. Staff Report No. EDA-96-62C
EDA ACTION: ATD
Comments:
8. REPORTS:
Report of EDA Board Members:
1. Report of President Linice:
2. Report of Vice President Blanchard:
3. Report of Secretary Trude:
4. Report of Commissioners:
a. Commissioner Quick:
EDA
PAGE THREE
NOVEMBER 25, 1996
b. Commissioner Hanlcner:
Report of Executive Director:
Report of Treasurer:
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R�QUEST FOR EDA CONSIDER.ATION
STAFF REPORT
EDA MEETING DATE
November 2S, 1996
Agenda Section 7A
Report #: EDA 96-62C
Report Date: 11/22/96
Item Description: Consideration of an Agreement by and among First Union National Banlc of North
Carolina, Heartland-Moundsview Common Bond, LLC and Mounds View Economic Development Authority
for the Assignment of Development Assistance Agreement and EDA Note.
Explanation/Summary (attach supplement sheets as necessary)
Summary:
Attached is an Agreement for the assignment of the Development Assistance Agreement and EDA Note that was
approved by the EDA in 1994 fo�� the development of the Silver Lalce Pointe Apartments located on County Road I in
Mounds View.
This agreement is a result of Heartland-Moundsview Common Bond, LLC, owner of the project, securing their
permanent financing for the project with First Union National Banlc of North Cayolina.
I have attached a letter fi-om Jim O'Meara with Briggs and Morgan regarding the purpose of this agreement. This
Agreement does not change the obligations of Heartland-Moundsview Common Bond under the Development
Assistance Agreement for the project. It is basically adding a third party, ie the banlc, responsible in the case of an
Event of Default.
1 ' ) , , _'�_-----
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Cathy Bennett� irector of Economic Development
RECOMMENDATION: Motion to approve Agreement by and among First Union National Banlc of North
Carolina, Heartland-Moundsview Common Bond, LLC and Mounds View Economic Development Authority
for the Assignment of Development Assistance Agreement and EDA Note.
FBaM BAIGGS AND MoRGAN ST,PAUL 612 223 6645 (FRI)11,22'96 11:35 /ST,11:34/ No,3360015-171 P, 2
'S'''��ER�S DIIIEC7 DInL HY7MgE7�t
(612) 223-6420
�rIA TELECOl'Y
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B�iGGS .c�lvn MOI�C's.�N
PRO��sSioN,n,i asSOCr��xOPi
2$00 FIRS2 1Qe�71ONAL HeN$ �}ViLUIN(3
SAINi PA1fJL� MINN�SOTd B6101
�'FZ�pHONE (OA2) 2L'3-0000
FACSYD6II8 (610) E23-04�Q
I�lovember 22, 1996
Cathy $ennett
Economic Deve�opznent Coordinator
Mounds View City Ha��
2401 Highway 10
1V�onnds View, 1Vlinnesota 55112-7,499
Re: Silver I.�►ke 1'ointe Agreement
Dear Cathy:
MINNEdPOLI3 OFFICE
8MO YAE CIIriTEB
7�INNp,.�'0113. MLYNEy02'w 66SOL'
YSLEPIIOka 1at21 ��a•8�oo
FAL6IMILE (B�C) j�4'8060
�'m sending qou a clean copy of the proposed Agreercxent between the �vlounds Vxew
EDA, tk�e Silver Lake Pointe Lazziited Liability Cozzipany, az�d the Bank whick� is proposing
to provide their per,tx�anent fina�ncing.
Tt as a lengthy agreemez�t, but the basics �f it as fax as the EDA is coz�cerned axe that
we would agree that if an Event of Defau�t should occur uz�der ou� Development
Agreement, we would give z�o4ice of that bot� to the Company and to the Bank and vve
would accept tk�e Bank's cu�re of that ��vent of Default tk�e same as if the Compaz�y had done
lt,
We also agree tk�at as long as the CoXnpany ;emains the Registered O�e�r of the
No4e, if the Bank gi�es us notice to do so we would make arty payrnents wk�ich are payable
under that Note directly to t�e Bank. This does not alter our rigktt to withhold payments
if a� E�ent of Default occurs.
Fiz�ally, we would give the Bank the �°ight to step in the shoes o� the Company az�d
become the obligated party under the Development Agreezzaent under certain conditzons,
presumably something serious like a default on ihe payment of the Baz�k's loaz�.
3376TI. 9
B13IC)GS .�xb MORC3AN
Cathy Bennett
November 22, 199b
Page 2
I beIieve the enclosed is suitabie for consideration by the �DA Board at its meeting
next Nlonday and I am comfortablc recommending epproval of it.
io very tru ,
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JO/eh
Et�cl�sure
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AGREEMENT
This AGREEMENT is dated as of November _, 199G; is by and among FIRST
UNION NA�'IOPtAL BANK OF NORTH CAROLINA, a national b�nking associatior� having
an offic� at One First Union Center, JaC6, Chari�tte, North Carolina 2828g-0166 (the
''Lender"), IiEARTLAND•MOUNDSYIEVf� COMMONBOND, LLC, a Wiseansin limited
liability comPany having an address At 309 West Washington Avenue, Suite 345, Madison,
Wisconsin 53703 (the "Company"), and the MOUNDS VIEW �C4NOMIC
D�VEI.QPMENT AUTHORITY� a municipal corporation and p�litical subdivision of the
State �# Minnesota having its address at the Mounds View City ��Ia11, 2401 Higliway 10,
l�founds View, Minnesota 55112 (the "Authoricy"); and pxovides as fvllows;
1. Recitals Re rese tions nd lated ovenants.
(a} The Company and the Autharity have executed and delivered that
certain Devetopment Assistance �greement, dated as of May 23, 1994 (the
"Development Agreement"). Each capitalized term which is used but n�t otherwise
defined in this Agreernent shall have the meaning given to tliat term by tl�e
Development Agreement, The Company re�resents that it has, pursuant tv tl�e
Development Agreement, constructed an 83 unit residential rental facility in the City
of Mounds View, MinneSOta (said facility, including the Improvcments and
Dev�lopment Property, is hereinafter referred to as the "Premises"). Att�ched hereto
as Exhibit A is the legal descriptio� of the Developrr�ent Property.
{b) Pur9uant to the Deve]opment,Agreement, the Coiiipany has covenatited
that at least 59 of the 83 residential units of the Premises shall be reserved
throughout the Term of the bevelopment Agreement f�r occupancy by persons
vvhose gross income does not exceed 60% of area medi�n gross income adjl�sted for
family siz�, and that a11 of ehe 83 units shall be reserved for occupancy by persons b2
y�ars of age or older.
(c) Purs��ant to the Development Agreement, the Autt�ority h�s issucd and
delivered to the Company� as the lnitial Registered Owner thcreof, that ce�tain
Taxabla Tax Increment Revenue Note of 1994 (Silver Lake P�inte Projer.t), dated as
of November 21, 1994 (the "EDA Note"), pursaant to which, but subject to the terms
at�d Iimitations thcreof, the Authority has agreed to make certain payments to the
Registered �wner of the EDA Note, in an aggregate amount n�t to exceed
$1,750,000, as reimbursement for certain Development Costs related to the Premises,
(d) Th� Company rep�esents that there is no Event of Default exis4ing
under the Development Agraemeni, and the Avthority represencs that, to its actual
knowledge but without independent investigation, there exists no Event of Default
t��reundero
336Te5.2
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(e) The Authority represents th�t it has executed and delivered �o the
Comp�ny the Certificate of Completion under the Development Agrecment and that
the City of Mounds View, Minnesota, has issued the Certificate �f Occupanc,�y for 4he
Premises required by the City's Code of Ordin�tnces.
Tha Lender and the Company represent th�t the Lender is making a
loan to the Company in the amount df $3,050,000 (the "Laan") to provide fun�s to
the Company ,to re�nance the Company'� casts o� acquirirtg and completing the
Premises; that said Loan is secured by a certain first mortbage on the Premises given
by the Company in favor of the Lender (the "Mortgage"); and that said I,o�n is
evidenced by a ce�tain promissory note made by the Comp�ny to tlie orde� of t1�e
Lender (the "Note").
(g) The Company represents that it has not tr�nsferred, assisned,
encumbered or otherwise eonveyed (and that it has not made any agreement to do
any of t}�e foregoing) any of its rights, obligations or interests as Developer under the
Development Agreement or as the Registered Owner of the EDA I�Tote, and t1�e
Company further covenant9 that it will not do any of the fo�•egoing as long as this
Asreement remains in effect� except as hereinafter provided,
(h) ,P►s � condition to making the Loan, the Lender has requfr�d tl�e
execution and delivery of this Agreement,
(i) The parties hereto acknowledge and agree that this Agreeir�ent is
executed and delivered for good and valuable consideration, the recci�t �nd
sufficiency of which are hereby seknowledged,
2. l�io ,e►mendment of L�evelopment reement. The Company and Authority
covenant that tl�ey will not enter into any amendmet�t of the Development �.greement or
the EDA Note without the prior written consent of the Lender, which cotls�nt the L,ender
may withhoId in its discretion.
3. CoIlater�l Assi nme t of D velo ment reement° Assi nment of Pa ment
i►l�ts under F,DA Note, �L,s additional security to the Lender in respect of the Note, the
Company hereby collaterally assigns, transfers and sets over to the Lender all of the
Camp�ny's right, titIe and interest in and to the Development Agreement, The for��oing
sha11 be a present nssignment which shall not be effected except as provided in paragraph
6 below, �antil which time the parties hereto agree that the Company sh�ll continue to be
responsible to the Authority for a11 of th� Company's rights and obligations as Developer
under the Development Agreennent. The Company further autharizes and directs thf�t, so
Iong as the Company remains the Registered Owner af the ED.� Note, upon w�itten
directior� to the Authority from the L+ender to such effects, tI�e Aut2iority shall make all
payments ihereafter due and payable unc�er the EDA l�Tote directly to the Lender, and i�
such event9 the Company hereby empowera th� I,ender to ask, demand, receive and give
acquittance for az�y and all such amounts which may theceafter become due or payable or
336785.2 2
ti 39�J� 55�99��99�'ON �ti�0i ��d'��°ii �I��7 1�10��
remain unpaid under the �DA Note, to cndorse any checks, drafts or other orders of the
payn�ent of money thereunder, and at the I,ende�'s discretion to file Qny claims or t�ke any
actions or proceeding either in tt, own name or in the name of the Company, which the
I,endcr znay deem to be neeessary or advisable.
The Lender shall not be obligated to defend eny actions agZinst the Co�npany or ttie
L.ender arising out of any failu�e of the Company to p�rform its obligations and duties under
the I)evelopment Agreement, The Company agrees td pay al] costs and expenses, to a�pear
in anc� defend any action or proceeding arising under� growing out of, or in any manner
connected with the I3evelopment Agreement or the oblisations, duties and liabilities of the
Company thereunder, and to pay a11 reasonable costs and expenses of the Lenc9er, incXuding
attarney fees, in any actiort or proceeding relating to the Dedelopment Abreement or the
EDA Note in which the L,ender may appear, Pending an assiimption of the Development
A�reernent by the Lender pursuant to paragraph 6 hereof� the Comp�ny �igrees, irrespective
of this Agreement, to promptIy keep and perform all of its promises, covenants and
obligativns ur�der the Development Agreemente The rights of the Lender created pursu�nt
to �his A►greement are in addition to all other �tight' of the Lender under the terms of a1I
other agreements made by and between the Campany, the I.endee, and/or any third parties,
such as guarantors, and the Lender may waive its rights hereunder,
The Company covenants and agrees to make, exec�,te and deliv�r any and all such
further or additional instruments as may be necessary to satisfy a��d effeceuate the intents
and purposes of thls Agreement and to perfect or explicitly consent ta tl�e assignments made
by the Company hereundeX, but the Compatty hereby consents to all such transfers or othez�
actions taken pursuant hereto and further agrees that the same sh�ll be fully effective as
against the Company whether or not the Company willingYy and exrressPy consents thereto
at the time.
The Lender shalI have the right at any time, but sha11 have no oblibatton, to tKke in
its name or in the narne of the Company, or othenvise, such action as the �,ender rnay at
a�ay time or from time ta time determine to b� reasonably necesszry to cure any Event of
Default under the Development �eernent or to protect the rights of the Compauy or tl�e
Lender thereunder. The Lender sha11 incur no liabiliky ta the Company if any action taken
by Lender or in the Lender's behalf �n good faith pursuant to this Agreement shall prove
to be in whole or in part inadequate or invalid, The Company hereby protects� defends,
indemnifies 8nd holds the I,tnder aad jts affiliated entitles, free and harmless froin and
against any and all loss, cost, liability or expense (including, but not limited to, attorneys' fees
and account�nts' fees) to which the Lender may be exposed, or that t}�e Lender may incur,
in exercising any of its rights u�der this Ag�reement, unless c�used by the ieltentional
misconduct or gross negligenGe of Bhe I.enc�er.
4� utho ' to Give I�Tot° es o Sus ension of Perfannance o�' Event of Default.
The Authority hereby ag�r�es to give written notice to the Company and the L.ender of �ny
suspension of the Authority's per£ormance under the Devel�pment Agreemene and of any
determination by th� Authority �o withhald any payment under the EDA Note. The
336765.2 3
S 39�d S�S0���09�°ON ����i 9�t°��axi 4I��7 bIQ���
Authority further ngrees that any written notiee of the occurrence of an Lvent of d�efault
unc�er the Deveiopment Agreement sha11 simultaneously be given by tl�e Aittl�ority both to
the Cc�mpany attd the I.ender. Prior to the full assumption of the Development Agreement
by the Len�er �ursu�nt to paragraph 6 hereof, t}�e Authority sh�rl! recognize a cure of �ny
Event of Default effectuated by the Lender as having been t�i<<de by tl�e Company, except
that during the pendency of any such Event of Default the references to 30 days in Section
5,2 of the Development Agreement shall be deemed to be 60 days; and provided further
that if th� I,ender can demonstrat� to the re�►sonable �atisfact�on of the Autliority that the
Lender is proceeding diligently to eure the Event of Default (whic:h may include ste�s by the
I.ender to gain contz�ol of the premises in order to do so), then the Authority abrecs not to
terminate tlie Development Agreement for a reasonable period, not to exceed twelve
months absent agreement between the Lender and thc Autl�ority dt che tune that a l�nger
period is appropriate,
5. Auth�rit 's Li 'ted C nsent o Mort 1a e. Bascd upon the representation
znade in paragraph 1(� above, the �uthority hereby acicnowledges and agrees that the
making of the Lc�an, the execution and delivery of the Note and t1�e Mortgabe, and the
executiort and delivery of this Agreement do not give rase to an Event of Default under
Section 4.1 or any other provision of the Development Agreement.
6. L.ender's A.ssumption of DeveloJ�ment Agr�ement and Re re ri,tration of EDA
Note. Upon written notice frorn the Lender to the Autl�ority, and upon satisfaction of the
condit�ons provided in Section 4.1(b) of th$ Devel�pment �reement, which shall include
subsequent �greement in writing between the Authority anci the I,ender, the parties to thts
Agreeanent agree that ihe Lender is entitled to and shall become the Devcloper under the
Development Agreement and shall afso be entitled to become the Regist�red Owner of the
EDA l�iote; pravided that at the time immediately prior thereto the Company is the
Registered Owr�er thereof; and provided further that the Lender shall not be entiticd ta
become Developer under tk�e Development Agreemcnt pursuant to tt�is paragr�ph unless
it shall at the same time be �r become Registered Owner under the EDA Note, The
Company specifically agrees to execute any and al! documents as may be reasonably
necessary to effectuate or consent to said transfers, but the Con�pany also here6y grants to
the Lender an irrevocable power of attorney, coupJed with an interest, to execute any and
alI documents, agree,nents, certificates, affidavits, or the like, tl�at may be required to cause
said tr�ns£ers to occur pursuant to the terms o�'this Agreement; provided that absei,t express
writte�n authorization from the Company at the time, the Lendea- sha11 i�'demnify the
.Authority �nd hold it harmless from any liability or expense, including attor�ney fees� which
may resu�t from any clairn by the Company (or by any ather party claiming a prior interest
in t1�e Devclopment Agreement or the EDA Not�) against tl�e Authority respccting its
recn�nition of the Idender as Developer under the Develo�ment Agrcement ai�d as
12eglstered Owner of the EI�A Note. The Lender°s right to assutne the Development
Agreesnent pursuant to this paragraph ahall be eonting�nt upon the Le�ader establishing to
th� re�sonable s��tisfaction of the Authority that the Lender has (ar will have) effectfve
control of the Premises pursuant t� foteclosure proceedings, deed ta the Premises in lieu
thereof, or other contractual rights which establi9h the Lender's reasonable aUility to �perate
334785.t 4
9 3�t�d �SS�������'ON �b;�� 96�°��'11 (I��}
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and maintain the Premises (which may �nclude the eppointi�ent of a recelvec thc�efor� and
to disch�rge its other obligations to be assumed with respect thereto vnder and pursuanx to
the Development Agreement.
The Lender shall have no right under this Agreement to assume or bccome
Developer under thB Devetopment Agreement, to receive payments under the EDA Note,
or to exercise any rights, benefits or privileges under the same unless the Company shzll be
in default under the terms of any of tho documents evidencing or securing the L,oan, and
such defeult sha]I not have been cured within any.applicable grace ar cure period. The
Authority shall be entitled to rece�ve and rely on notice given by the Lender of its right to
exercise its privileges under this Agreement, artd the Authority shall have no obligation to
inquire as to the validity of the Lender's assertion of said rights hereunder.
In the absence of the Lender's assumption of the Devclop�nent Agreement under this
paragraph b, nothing in this Agreement and no action or farbearance t�ken or riblit
exercised by the Lender heteunder is lntended or s}�all to construed to give rise to any
oblig�tion on the part of the Lender to perform any obligation of the Develnper under the
Development Agreemenea
The Lender's assumption of the Development Agreement pursu�nt to �his paragraph
shall not extinguish any right� or remedies against the Compat�y which the Authority or the
I.end�r may have pursuant 4o any event or oceurrence prior thereto.
7e 1�Tatices. Any �otice wh�ch may be given hercunder shal� be dcemed giveti
{a) when personally delivered with receipt therefor or sent by telecopy with the
acknowledgement af the sending thereof or (b) if by mail, upon the earlier to occur of (x)
three business days after deposit in the United States mail dia certified or registered mail,
return receipt requested� or (y) actual receipt thereof, properly addressed to the party to
receive svch notice at the address of sueh pazty set fojth below,
To L.enc�e�;
First Union National B�nk of North Carolina
Ona First Union Center, DC6
Challotte, Narth Carolina 28288-d166
Attention; Capital Markets Group
with a copy by regular mail to:
Orrick, Herrington & Sutcliffc LLP
bG6 Fifth �venue
New York, New I�ork 10103-0001
Telep�onea (212) 5p6-5000
Attention: Jeffrey A. I,enobel
33678So2
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To Company:
Hcartland-Moundsview COMMONBOND, LI,C
3D9 West Washington Avenue, Suite 345
Madison� Wi�cansan 53703
Attent1otl: JameB D. PicHrd
with a copy by regular mail to;
Foley & Lazdner
15o East (3ilman Street
Madison, Wiscans�n 53701-1497
Attent2on: Blaine R. Reafert
To Authoritya
Mounds VicW Economic Development Authority
Mounds `liew Ci[y Hall
2401 Higt�way 10
Yviounds iriew, Minnesota 55112
Attention: Executive Director
with a copy to;
Briggs and Morgan
2200 First National Bank Building
St, Paul, Minnesota 55101
Atter�tion; James P, O'Meara
Any party may at any time and from tfine to time (by providing notice to the other
parties in the manner set forth �bove) designate a different add�ess or person, or both, to
which such notices may be sent.
8. Assi nme t of his eement. No rights or �Ulig�tions of any party to this
Agreement may be assigned or otherwise encumbered or transferred without the prior
w,�itten consent of the Authority; provided that the Authority hcreby consents to an assignee
of the I.ender arising pu�suant to sr�y acquisition, mer�er or similFir structu.ral change of the
legal ideneity of the Lender or to eny assignee of the Lender arising pursu�t�t ta the Lender's
assignment of the Mortga�e and Note, provided tha4 if any such assignment oceurs after the
assumption of tl�c Development Agreement by the Lender pursuant ta paragraph 6 hereof,
the assignee shall have executed an agreement with the Aukhority complying with Section
4.1(b){iii) of the Devel�pment Agreement and the assignee s}�all have effected a re-
registration �f the EDA Note in its name as Registered Owner tl�ereof.
336T85o2
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g• a odification of I�eveto ment
�erein, ih�s Agreement shall not be or b� on~a �s anytm dificaYion of scssly providcd
or waiver of any rights or interests of the Author�ty under the bevel�pmerit A reemelnt to �
the EDA Note. � r
1n. ermi atio of this reement, This Agrcem�nt sha11 t��minate u on
repayment of the Loan and release of the Mort�age, and the Lender and the Com an s}aIl
promptly give the Authority written not;ce thereof. �' y
11• iscellane�, This Agreement .m�y be executed in any numbcr of
counterparts, each of which sha11 constitute an original her�of, �nd a1I of which ,ch�il
constitute one and the same instrument. This Agreement shall be govertied b thc l�rws of
the State �f Minnesotao To the extent that any provisi�n hereof is deterl�inec� b a
of cotnpetent jurisdiction to be unl�wful or otharwise uilenforcedble, the remainc� r 11eourt
shall �emain in full force and effect to the same extent as though saicl offendin rovis o f
did not appear hereina g p n
IN WITN�.SS WHEREOF, the parties hereto have duly executed this Abreement b
their duly authorized representatives, a11 a� of the day and year first above written. y
336185.2
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FIRST UNION NATI�NA� B�iK OF
NORTH CAR4LINq
By�
.�
Name:
Tit(ee
HEARTL,AND-MOU�TDSyIE W
COMMONBOND,
LLC, a Wisconsin limited li�balBty
company
BY� 11+1•S.P, Real Estate, jnc.,
a Minnesota eorporatioz�,
its managing member
By;
Name:
Title:
BY� �=0MMOIVBOI�tD INVF.STI�gNT
CORPORATION, a Minnesota
corporation, its managing
member
By; �
Name;
� 7itlea
MOL7NDS V.�W F�CONOMIC DEVELOPMENT
AUTHORITY
By:
Narne:
President
By:
Narr�eo
Exeeutive Director
n
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� , ,- . __ __ .. _
S'T'AT'E OF �
COUI�JTY O� ' ) s�
)
_ _ _.
. - -- _ ;
Z'he foregoing instrument wAS acknowledged bef�re me this
1996, by __ day oi NoveiT�ber,
�Iational Bank of IYorth Carolina, qn behalf of said national bankfng assoc�ation.,t Union
Notary Public
STATE OF' )
COUN'd'i OF ) ss
)
The foregoing instrument was acknowiedged before me th�s day of Tlovember,
19�6, by _ _
�state, Inc., a Managing l�iember of Heartland-Maundsview Cvmmonbond,s�j ��ea�1
'�isconsin Iimited liability company, on behalf of said limited li�bility companyo
ST�TE OF
COUNTY OF
)
� 5S
)
Notary public
The foregoing instrument was acknow�edged before ��ne this
199b, by __ day of Navember,
Investment Carporation, a Managing IVlembel' of Heartland-M�undsvl w Co mo b nd,
�-�, a Wisconsin limited liabilit y c o m p a n y, o n b e h a l f o f s� i d limlte d lia bility company.
336785�2
Notary public
9
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S'TATE OF NtINNESOT� )
COLTN'TY OF R�MSEY ) ss
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The foregoing instrumectt was Acknowledged hefore me this
19969 by and d<�y of N�vembcr,
Executive Director, respectively, of the Mounds View Ec�nomic DevelopmenPAuthori �on
behalf of said municipal corporat�on, Y
Notary Public
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