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1998-11-17 Cross Easement Agreement FROM LEONARD, 0' BRIEN ET AL n.......,.,-_.._, -.,.._IT.YX.llt.l.J'.2.8..J..5.~2l/!T..JJ)7/N0. 4260507976 P Attorneys At Law A Professio~ Associ:&tion 800 Norwest Center SS East Fifth Street Saint Paul, Minnesota 55101 Telephone (651) 227-9505 Telecopier (651) 297-6641 100 South Filth Street Suite 1200 Minneapolis, Minnesota 55402 Telephone (612) 332-1030 TelCcopier (612) 332-2140 TELECOPIER TRANS1IdlTTAL SHEET DATE: \ \ \ \ \ ,en TO: n~ \'- -S~h~J/V TELECOpmR NO.: IS l- ~ cA'-{ FROM: C Y-\n e~~ -:4-. ~ttA..lL NUMBER OF PAGES (including this sheet): \ -, PLEASE CALL US Jl\.fMEDIATELY IF THERE ARE ANY PROBLEMS DURING THIS TRANSMISSION CONFIDENTIALITY NOTICE: The documenr(s) accompanying this fax contain confidential information which is legally privileged. The information is intended only for the use of the intended recipient na.o:red above. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or the taking of any action in reliance on the contents of this telecopied information except its direct delivery to the intended recipient named above is strictly prohibited. If you have received this fax in error, pl~ notify U3 i:mmediately by telephone to arrange for return of the original documents to us. OPERATOR: l~~ CLIENT: COMMENTS: 3836'-1 FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15:35/ST. 15:17/N0.4260507976 P 3 CROSS EASEMENT AGREEMENT THIS AGREEMENT made and executed as of the _ day of , 1998, by and between PILOT LAND DEVELOPMENT COMPANY, a Minnesota corporation (hereinafter "Pilot") and a corporation (hereinafter " "). WITNESSETH: WHEREAS, Pilot is the record owner of the certain real property located in Wright County, Minnesota, legally described as Lots , Block _, Parkside Commercial Center (said lots being referred to hereinafter as II ", respectively or "Pilot Lots" collectively); and WHEREAS, 1S the record owner of that certain real property located in Wright COWlty. Minnesota, legally described as LOls , Bluck_, Parkside Commercial Cenler (said lot being referred to herein as "Lot "); and WHEREAS, all of the Pilot Lots, and Lot _ shall be collectively referred to herein as the "Subject Lots" and each a "Loti'; and WHEREAS, !here is or may be constructed on the Subject Lots certain buildings, driveways, parking facilities, and other improvements; and WHEREAS, it is desirable to provide certain easements to permit the common and reciprocal use of the driveways and parking facilities constructed on the Subject Lots and to provide easements for the placement and maintenance of utility lines and utility connections benefitting and serving each of the Subject Lots; NOW, THEREFORE, the Subject Lots each shall be subject to and shall have the benefit of the rights and easements as hereinafter set fonh: FROM LEONARD, 0' BRIEN ET AL (TUE) 11.17' 98 15:35/8T. 15:17/N0. 4260507976 P 4 1. Easements to Run with the Land. 1.1 The rights and easements herein contained shall attach to, bind and run with the land, and shall inure to the benefit of and be binding upon the undersigned and subsequent owners and transfe.rees of each of the Subject Lots and their respective heirs, representatives, successors and assigns, and as they may provide, their agents, servants, tenants, licensees, and invitees, but nothing herein contained shall be deemed to create any easement rights in the public, or in any tenant or licensee, or for the benefit of any property other than the Subject Lots. 2. DefInitions. 2.1 As used in this Agreement, the terms "driveways and parking areas" shall mean all parts of the Subject Lots which are improved from time to time by the Owner of the respectiv~ Subject Lots as driveways, curbs, sidewalks, walkways, guard rails, or other parking structures. parking bumper stops or other exterior hard-surfaced areas intended for vehicular or pedestrian traffic; excluded however, such areas adjacent to loading docks, entrance ramps or service areas of any building constructed on said Subject Lots ~ich is necessary to the reasonable utilization of said service areas, docks or entrance ramps. 2.2 "Owner" or "Owners" as used herein shall be deemed to mean the initial signatories to this Agreement and thereafter their successors and assigns which successors and assigns shall be conclusively determined as being the record fee simple owner as listed in the Wright County Recorder's Office of any of the Subject Lots, as the case may be, except and unless there is of record a contract for deed or installment land sales contract llContraet");"or a llLand Lease" (as defined below). In the event of such a Contract or Land Lease and so long as said Contract or Land Lease remains in full force and effect of record, then "Owner" shall be deemed to be the vendee under said Contract or the lessee under said -2- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15: 36/ST. 15: 17/N0. 4260507976 P 5 Land Lease, as the case may be, in lieu of said fee simple owner (except for purposes of amending or modifying this Agreement, in which case both the fee simple owner and the vendee or lessee shall bee deemed the "Owner"). 2.2.1 "Land Lease" shall mean only leases which cover all of one or more of the Pilot Lots and/or Lot _ (or if subdivided, all of any such subdivided lot or parcel); having an initial term of not less than 45 years; and permitting the leascc to construct buildings and/or other improvements upon the leased property. 2.2.2 In the event any of the Subject Lots has as its Owner more than one person and/or entity, then for all purposes of this Agreement, said joint or common owners shall act as and be deemed to be one. 2.3 For purposes of this Agreement, the term "Work" shall mean construction, installation, maintenance, repair, cleaning, replacement, alteration, modification, demolition, reconstruction or reinstallation of an Improvement. The term "Impro~ement" shall mean parking lots, other parking structure, driveways, curbs, guard rails, walkways, sidewalks, parking bumper stops, landscaping, irrigation systems and stonn sewer catch basins (and related storm sewer lines), water lines, irrigation lines, sanitary sewer lines, electrical lines, " gas lines, telephone lines, and all other utility lines and any valves, switches, manholes or other accessory devices appurtenant and/or accessory to such utility lines (all such Improvements relating to utilities shall be referred to as "Utilities") located within or under driveways, parking areas, parking structures, and landscaping, as and when actually constructed, but not under any building. 2.4 For purposes hereof, in the event any of the Subject Lots are subdivided and platted into two or more lots, then the references to said Pilot Lots and Lot ~ shall include all of said subdivided lots unless the context indicates otherwise or unless the particular -3- ." FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15: 36/8T. 15: 17/N0. 4260507976 P 6 easement area in question affects only one such subdivided lot. 3. Easement ~t. 3.1 Each Lot within the Subject Lots shall have and is hereby granted a perpetual right and easement for the non-exclusive use of all driveways and parking areas upon all the other Subject Lots. Said easements shall also include the right of ingress and egress of pcdcstrians and vehicles across the driveways and parking arcas to and from public ways contiguous to the Subject Lots, known as 57th Street and County Road 19, including all driveways and parking areas located in part upon anyone Lot and ill part upon any other Lot. 3.1.1 The use of said easements with respect to vehicles shall be subject to reasonable regulations from time to time adopted by all of the Owners of the Subject Lots fOr the control of traffic, safety, loading and unloading of trucks and vans; and maintenance and repair of the driveways and parking area~ (including the temporary closure thereof when necessary for such purpose). 3.1 Each Lot within the Subject Lots shall have and is heTeby granted a perpetual non-exclusive easement for installation, access to and use of Utilities now or hereafter situated within driveways and parking areas and/or landscaped areas, and/or other areas not improved with "Structures" (as defined below), including the right to have storm water flow across driveways and parking areas into catch basins and out of the storm sewer lines to which said catch basins are connected. Said easements shall include the right to install Utilities below the surface, but not above the surface (except for catch basins, manholes. light poles and other accessory Utility Improvements which necessarily must be at the surface). The easements granted by this paragraph regarding storm water are specifically preconditioned upon the City of Albertville ("City") reviewing and approving a storm water -4- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15:36/8T. 15:17/NO. 4260507976 P 7 drainage plan, which shows the storm water drainage and run-off across the proposed easement areas and through the existing and proposed storm water utility lines. The construction or installation of any Improvements to be constructed pursuant to the easements of this paragraph must be in compliance with any requirements of the City. The easements provided by this paragraph shall not be permitted to interfere with the reasonable use or development of and construction of buildings, enclosed pedestrian walkways ("Links") and/or parking ramps (collectively "Structures") which are existing from time to time upon each Lot subject to the easement. It is contemplated that such easements shall be as least restrictive as reasonably practical and will not interfere with any existing or planned future Structures on the Subject Lots. Not less than thirty (30) days prior to the initial installation of any Utility Improvement or other Improvement which is not a S1n1cture, the Owner of the Lot upon which said Improvement is contemplated shall be notified and provided with site plans showing the location of all Utilities, both existing and proposed, as well as all existing and proposed Structures and other Improvements upon all Subject Lots for which Utilities or other non-Structure I mprovcmcnts are being proposed. The party so proposing such Improvements shall accommodate all reasonable requests of the Owner of the affected Lot with respect to the location of such Improvements. No Utility may be located within ten (10) feet of any area which the Owner has designated as the proposed location for a future Structure without the consent of such Owner. The parties shall cooperate with each other with respect to locating the Utilities and other non-Structure Improvements. and in no event shall the practical benefit of the easements granted pursuant to this paragraph be denied.. In the event the Owner of a S\lbject Lot over which proposed Utilities or other non-Structure Improvements are to be constructed (the "Burdened Owner") shall request, the Owner proposing such Improvements (the "Benefitted Owner") shall cooperate with the Burdened -5- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15: 37/81 15: 17/NO. 4260507976 P 8 Owner to oversize said Utility or other non-Structure Improvement or increase its capacity so as to service (either presently or in the future) the Burdened Owner; provided that the Burdened Owner agrees to pay the excess out-of-pocket costs which would be incurred by . the Benefitted Owner in installing said oversized Improvement rather than the Improvement being initially proposed by said Benefitted Owner. The Burdened Owner shall supply such guarantees and/or security as reasonably requested by the Benefitted Owner to assure payment by the Burdened Owner of the costs aforesaid. 3.3 Each lot within the Subject Lots which now has or may in the future have a Structure located upon it which is located within . ... __ feet of a lot line of another Lot within the Subject Lots shall have and is hereby granted a non-exclusive easement for access to and maintenance, repair, replacement and reconstruction of Structures, together with an exclusive easement for encroachments in the event that, by reason of construction or reconstruction of a Structure or the subsequent settlement, expansion, sag or shifting of any part of a Structure, any part of such Structure encroaches, or shall hereafter encroach, upon any part of an adjoining Subject Lot. Sueh casement for encroachments shall exist only so long as all or an encroaching part of the Structure shall remain standing; provided however, that in no event shall an easemenl fur any encroachment be created ill favor of a Structure on the Subject Lot upon which said Structure is located if such encroachment unreasonably interferes with the normal use and enjoyment of the Subject Lot which is burdened by said encroachment. In addition, any of the Subject Lots upon which there now or hereafter exists a Structure within _ feet of a lot line with any other Subject Lot shall have and is hereby granted a non-exclusive easement in and over so much of the adjoining Subject Lot (which is within ---,..feet of said Structure) as is reasonably needed to do any Work, at the cost of thc Owner of the Structure. The easement created in the foregoing sentence shall exist only -6- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15: 37/8T. 15: 17/N0. 4260507976 P 9 so long as the Structure shall remain standing. 3 _4 The easements created and granted by this Agreement shall and do include the right of the Owners of the Subject Lots and their respective contractors, agents, representatives and assigns to enter upon the area subject to the area of the easements hereby created and such other parts of the Subject Lots as may be reasonably necessary for the pwpose of doing any Work to or on any Improvement so as to enable the use, enjoyment and benefit of such easements and Improvements. In no event shall anything contained in this paragraph be construed to permit or allow the Owner of any Subject Lot to construct any Structure (except a Link) within _ feet of any other then existing Structure located upon another Subject Lot without first obtaining the prior written consent of the Owner of said other Subject Lot. 3.4.1 All Work on an easement area created or granted hereby shall be done: (i) in such manner as to not unreasonably interfere with the normal use and enjoyment of the area on which the Work is being done, (ii) at the sole cost and expense of the centity ordering the Work, (iii) in full compliance with the provisions of this Agreement, (iv) in full compliance with all applicable statutes, codes, ordinapces, rules and regulations, (v) with respect to reconstruction mai ntenance, repair, alterations or modifications, the Work shall use materials, equipment and design and engineering standards, equal to or better than those originally used, (vi) in a good and workmanlike manner, and (vii) in such manner as not to impair or destroy the structural soundness or integrity, aesthetic appearance or functional utility of the property Ot' Improvement upon or in which the Work or activity is being done or any other Structure or Improvement upon the Subject Lots. 3.4.2 Before anyone enters upon any easement area to do any Work, the -7- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15:38/8T. 15:17/N0. 4260507976 P 10 entering party shall give at least ten (10) days' prior notice of such entry to the affectea party and the anticipated entry time, estimated duration and purpose; said right of entry being subject to the affected party's not objecting to said entry at said time and/or for said duration and/or purpose; which objections, however, shall not be made unless a reasonable basis exists therefor. Failure of the affected party to notify the entering party within said ten (10) day period shall be deemed conclusive evidence of lack of any such objection. Such notice need not be given in the event of any emergency as reasonably determined by the entering party. In addition, the entering party shall provide proof of adequate liability insurance eoverage (in an amount of not less than $1,000,000. 3.5 In connection with the use and occupancy of any Links which may exist from time to time upon the Subject Lots, the parties agree to be bound by the provisions as set forth on Exhibit A, attached hereto and incorporated herein by reference. 4. Relocating and Documenting Easements. 4.1 To the extent easements hercby granted. decJaredand created are not specifically defined or are erroneously defmed with respect to location or width, any Owner may prepare and document such descriptions or such accurate descriptions and all necessary parties agree to execute and deliver such documentation in recordable form upon receipt by each such party of information reasonably acceptable to such party that the dc::scriptions are accurate. complete. con1~rm to and are consistent with the provisions of this Agreement. The party requesting such documentation shall pay the cost of preparing and filing or . recording such documentation. 4.2 The requirements, duties and obligations as contained in the immediately preceding paragraph 4.1 shall apply to any subdivision and replatting or any Subject Lots -8- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15: 38/8T. 15: 17/N0. 4260507976 p 11 into smaller lots, blocks and/or outlots. 4.3 Nothing ontained in this Agreement shall be construed to prevent the Owner of any Subject Lot wi out the consent or approval of the other Owners from relocating, redesignating or expand ng those parts of their respective Lots now OT hereafter improved with Improvements or Structures and burdened by the easements as set forth in this Ab'Teement, n~r shall an relocation, reclesignation or expansion be deemed an amendment ." of this Agreement, it b ing understood and acknowledged that the easements as set forth herein are not intended to impose any obligation on the Owners to provide any given Improvement at any sp ific location, but simply to allow the shared use of driveways and parking areas as existing from time to time and to allow the efficient access, installation and use of Improvements. he right granted hereunder to relocate, redesignate or expand said Improvements and/or S ctures shall not allow or pennit the blockage or interference of ingress and egress to an from 57th Street, once said ingress and egress has been created by virtue of construction of mprovements, except for temporary interference in connection with the doing of Work and " en only for such period of time as not to exceed four (4) hours in anyone work..day, unles substitute access for ingress and egress is granted as is reasonably acceptable to the Owner fthe affected property, Notwithstanding the foregoing, access for ingress and egress to 57 Street may be impaired or blocked by the initial construction of a Structure, if necessary n connection wilh such Slcucture for a period of time not to exceed nine (9) months provide that access to both streets is not blocked or impaired at the same time. The right granted ereunder to relocate, redesignate or expand said easement(s) shall the City of AlbertviJIe. be exercised in such a m er so as not to violate the parking or other code requirements of 4.4 In the ev nt any easement created by or pursuant to paragraphs 3.1 or 3,2 .9. . .. FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15 : 45/8T. 15: 17/N0, 4260507976 P 12 above, or any Utility or other Improvements located therein. hereafter interferes with any proposed Structure, nothing contained in this Agreement shall be construed to prevent the Owner of the Subject Lot upon which the proposed Structure is to be located, without the consent or approval of any party (except as stated in this paragraph), but after at least thirty (30) days prior written notice to the other Owners of any Subject Lot. from relocating those portions of the easement area and/or Improvement located thereon or thereunder, so as to remove said interference with said proposed Structure; provided however, any such relocation of said e~ent or Improvement: i) shall not allow, permit or result in the blockage or interference with the purpose or use of said easement, ii) shall comply with the requirements of paragraphs 3.4.1 and 3.4.2 above, and ill) shall be at the sole cost and expense of the Owner of the Subject Lot proposing such relocation, and any Improvements to be constructed in the relocation easement shall be constructed in full compliance with all requirements of the City. The Owner of the Subject Lot performing any such relocation shall comply with all other provisions of this Agreement. All other Owners of Subject Lots not doing such relocation shall have no liability or obligations of any kind for any claim or demand arising out of the design or construction of the Improvements being relocated, or any Work done on any easement area by or for the Owner doing such relocation. In the event any such Work or Imp,ovement causes damage to a Subject Lot other than that owned by the Owner performing such relocation, such damage shall be iaunediately restored by the Owner doing such relocation at its expense, and the Owner doing such Work shall hold all other Owners harmless from and indemnified against any such damages. Notwithstanding the foregoing, in no event shall any Owner be entitled to relocate any Improvement if such relocation would result in a decrease in the number of parking spaces then existing upon the Subject Lots. unless the consent of all Owners is first obtained; or would result in the Subject Lots -'10- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15:45/8T. 15:17/NO. 4260507976 P 13 collectively failing to meet the required parking requirements of the City. For pmposes of the foregoing sentence. an Owner desiring to so relocated Improvements. may construct parking StrucM'e(s) on the other Subject Lots to replace any loss of parking spaces, and the easements granted herein shall include the right to so construct such parking Structure(s), provided such Structure(s); i) shall otherwise comply with the provisions of this Agreement, ii) shall not be locatcd on the site of any proposed future other Structure by the Owner of Lot _, and Hi) shall not be located upon either Lots 5. Maintenance. 5.1 The Owners of the Subject Lots each shall repair and maintain all parts of the drjveway and parking area Improvements (but not Utility Improvements) which lie exclusively upon their respective Lots in a good and serviceable condition, in compliance with applicable laws and reasonably free of snow and ice. lbe parties shall cooperate in the coordination of any such maintenance and repair of driveways which are located on two or more Lots and share equally ill the costs associated with said maintenance and repair. 5.2 No obligation of repair or maintenance of a burdened Lot, including snow and debris removal of the easement areas shall be deemed or created or imposed upon the Owner of the benefitted Lot of any easement created by this Agreement except as otherwise hereby specifically provided. 5.3 The Owner of the Lot burdened by a particular easement shall have no liability or obligation of any kind for any claim or demand arising out of or claimed to arise out of the design, construction, maintenance, repair, reconstruction or replacement of all or any party of the easement areas or any Improvement thereof, or for any Work done on any easement area by someone other ,. than said Owner or its agents, successors or assigns. In the event any Work causes damage to the burdened Lot, such damage shall be immediately restored by such party at its expenses and the -11- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15:46/ST.15:17/NO. 4260507976 P 14 Owner of the Lot shall be held hannless and indemnified by the entering party for any such damage. 5.4 The Owners of the Subject Lots each shall repair and maintain all Utility Improvements which service their respective Subject Lot(s) in a good and serviceable condition and in compliance with applicable laws. The parties shall cooperate in the coordination and performance of any such maintenance and repair of Utility Improvements which service andlor are shared by two or more Subject Lot Owners. 6. Enforcement. 6.1 This Agreement may be enforced by any Owner of any Subject Lot by legal or equitable action (including specific perfonnance) in Wright County District Court. In the event an action is commenced, the prevailing party shall be entitled to recover costs and expenses incurred in such action, including reasonable attorneys' fees. from the nonprevailing party(s). 6.2 In the event the Owner of any Subject Lot is not maintaining or repairing any non- Utility Improvements located upon its Subject Lot, any other Subject Lot Owner(s) may enter and perform said maintenance or repair, but same shall be a said other Owner's sole cost and expense, unless said other Owner has given the claimed defaulting Owner thirty (30) days' written notice and the claimed defaulting Owner has not cured said default within said thirty (30) days; except if due to weather or other causes it would reasonably take more than thirty (30) days to cure, then said 30- day period shall be so extended, but in no event shall said cure period exceed six (6) months. If such notice has been given and the default not so cured, then the costs of said other Owner(s) to perform said maintenance and repairs shall be recoverable in an action pursuant to paragraph 6.1 above. This paragraph shall not prevent said other Owner(s) from suing for specific performance of the obligations under Section 5, all parties specifically acknowledging that specific performance is an appropriate and acceptable remedy under this Agreement. 7. Notices. Any notices to be given to the Lot Owners shall be deemed effective upon -12- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15:46/ST.15:17/N0. 4260507976 P 15 actual receipt if hand delivered or upon the third day after postmarked by U.S. or certified mail, return receipt reque~~ to the address set forth below: If to Pilot: Pilot Land Development Company Attn: Don Jensen 13736 Johnson Street NE Ham Lake, MN 55304 With a copy to: Ernest F. Peake, Esq. Leonard, O'Brien, Wilford, Spencer & Gale, Ltd. 100 South Fifth Street Suite 1200 Minneapolis, MN 55402 If to Any party shall have the right from time to time and at any time upon at least fifteen (15) day's prior written notice thereof in accordance with the provisions hereof to change its respective address and to specify any other address; provided, however, notwithstanding anything herein contained to the contrary, in order for the notice of address change to be effective, it must actually be recei veu. 8. Agreement to Continue Notwithstandin~ Breach. It is expressly agreed that no breach of this Agreement shall entitle any party, its successors or assigns, to cancel, rescind or otherwise terminate any easements created hereunder. However. such limitations shall not affect, in any manner, any other rights or remedies which such party may have hereunder by reason of such breach. 9. Non-Exclusive Easements. The parties hereto und.erslaIld and agree that those easements hereby granted and created which are non-exclusive are subject to the right of any Owner whose Lot -13- FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17' 98 15:47/ST.15:17/N0. 4260507976 P 16 is subject to such non-exclusive easement to use that Owner's Lot for similar or dissimilar uses and purpo~e~; provided, however, that such uses shall be subject to the easement... hereby granted and created. 10. Captions. The captions herein are inserted only for reference and in no way limit or describe the scope of this Agreement or the meaning of any provision hereof. 11. Minim\.U11 Interference. Thc parties hereto and their successors and assigns shall always exercise use of their.,respective easements and rights hereunder reasonably and in such manner as to cause tht: lease possible inlerference under the then circumstances with the use and enjoyment by the other parties or their successors or assigns who have the right to use or are subject to such easements of their respective properties and Improvements. 12. Consent of Lienholders. If an Owner is required to give consent hereunder, any holder of a fIrst mortgage (moo subsequent to the date of this document was filed) on the benefitted or burdened Lot shall also be required to consent, if requested by an Owner. IN WITNESS WHEREOF t the undersigned have executed this Agreement on the date first above stated. PILOT LAND DEVELOPMENT COMPANY ,. By: Its: By: Its: -14- ~ FROM LEONARD, 0' BRIEN ET AL (TUE) 11. 17'98 15:47/ST.15:17/N0.4260507976 p 17 STATE OF MINNESOTA) ) COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 1998, by , the of Pilot Land Development Company, a Minnesota corporation, on behalf of the corporation. Notary Public STATE OF :MINNESOTA) ) COUNTY OF ) The foregOing instrument was acknowledged before me this _ day of 1998, by the of a corporation, on behalf of the corporation. Notary Public TIDS DOCUMENT WAS DRAFTED BY: Leonard, O'Brien, Wilford, Spencer & Gale, Ltd. 100 South Fifth Street, Suite 1200 Minneapolis, Minnesota 55402 (612) 332-1030 46378_1 ~ ," -15-