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9/17/79 AGREEMENT
9/19/79 (Conditions to Zoning Variance)
THIS AGREEMENT, made and entered into this c>?) S-r-
)ST day of
September , 1979, by and between THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY, a Wisconsin corporation ( "Northwestern "),
NATIONAL CAR RENTAL SYSTEM , INC., a Nevada corporation ( "National "),
and CITY OF EDINA, a Minnesota municipal corporation ( "City ");
WI T N E S S E T H T H A T:
WHEREAS, Northwestern is the owner of certain real prop-
erty ( "Northwestern Property ") located in the City of Edina, County
of Hennepin, S
Lots 1
to the
of the
` sota;
and
Late of Minnesota, legally described as follows:
and 3, Block 1, Edina Office Center, according
recorded plat thereof on file in the Office
Registrar of Titles, Hennepin County, Minne-
WHEREAS, National is the owner of certain real property
( "National Property ") located in the City of Edina, County of
Hennepin, State of Minnesota, legally described as follows:
Lot 2, Block 1, Edina Office Center, according to
the recorded plat thereof on file in the Office of
the Registrar of Titles, Hennepin County, Minnesota;
+ and
WHEREAS, the zoning district in which the Northwestern
Property and the National Property (sometimes herein together called
the "Subject Property ") is located, allows a maximum building height
of three (3) stories or forty (40) feet, whichever is lesser, and
an interior side yard set back equal to 1.5 times the building
height; and
WHEREAS, a two story or twenty (20) foot height variance
and a ten (10) foot interior side yard variance has been requested
to allow construction upon Lot 1, Block 1, said Edina Office Center,
of a building five (5) stories or sixty (60) feet in height, which-
ever is less, and with less than the required interior side yard
set back; and
WHEREAS, the City did, on June 18, 1979, in Case No. B -79 -9
grant the requested variances because strict enforcement of the City
P O EFILING
i
Deputy Examiner of Titles
IJ
ordinances would, in this case, cause undue hardship because of
the circumstances unique to the Northwestern Property and National
Property, and the grant of such variance has been determined by the
City to be in keeping with the spirit and intent of the applicable
ordinances, but subject to the execution, delivery, and recording
of this Agreement, and only upon the conditions hereinafter set
out in this Agreement, which the City deems necessary to impose
to insure compliance with the applicable City ordinances and
to protect adjacent properties; and
WHEREAS, Northwestern and National agree to the granting
of the variances subject to the conditions hereinafter set out,
and are willing, and.represent that they have the respective power
and authority, to enter into this Agreement.
NOW, THEREFORE, in consideration of the granting by the
City of the above variances, and of the mutual covenants and agree -
ments hereinafter contained, it is hereby agreed, by and between
the parties hereto, as follows:
1. The City hereby confirms that it did, as above stated,
grant a variance from its applicable ordinances whereby there may
be constructed upon Lot 1, Block 1, said Edina Office Center, a
building five (5) stories or sixty (60) feet in height, which-
ever is less, and with an interior side yard set back variance of
ten (10) feet, subject, however, to the following terms and con-
ditions of this Agreement. The City hereby confirms that it has
reviewed the Plans for the building contemplated for construction
on Lot 1, Block 1, said Edina Office Center, said Plans having been
prepared by Rauenhorst Corporation dated August 20 1979,
and on file with the City, and the City hereby confirms that 'the
gross floor area (in accordance with the measurements provided for
hereinafter) of the contemplated building as shown by said Plans
is 126,000 square feet.
2. Said variance granted by the City is conditioned upon,
and Northwestern hereby agrees that, all buildings or structures
now or hereafter located on Lot 1 of the Northwestern Property
shall not exceed 126,000 square feet of gross floor area, and
that all buildings or structures now or hereafter located on Lot 3
-2-
of the Northwestern Property shall not exceed 15,000 square feet
of gross floor area. Said variance is further conditioned upon
the condition that, and National hereby agrees that, all buildings
or structures now or hereafter located on the National Property
shall not exceed 304,000 square feet of gross floor area. For
purposes of this Agreement, gross floor area shall be measured
from the exterior of the exterior walls of the buildings or struc-
tures, but excluding, for measurement purposes, vertical mechanical
shafts, stairwells, elevator shafts, parking areas, rooms contain-
ing solely mechanical and electrical equipment necessary to the
operation of the respective building or structure, and multi -story
courtyards and common areas. In determining the said gross floor
area, if any floor, story, or portion of any such building or struc-
ture is not provided with surrounding exterior walls (excluding,
however, the roof thereof), then, for purposes hereof, the number
of square feet within such floor, story or portion, and to be in-
cluded with the total maximum gross floor area above set out, shall
be the area, measured as provided in the immediately preceding sen-
tence, within the vertical projection of the exterior walls of the
portion of such building or structure immediately above or below
t such floor, story or portion. If the City and then owner of the
applicable portion of the Subject Property cannot agree on the
total gross floor area of any building or structure now or here-
after located on the Subject Property, the determination of the
City, made pursuant to this Paragraph 2, shall control and be bind-
ing on such owner and the applicable portion of the Subject Property.
3. In the event the owner of Lot 1, Lot 2 or Lot 3
does not desire to use the maximum square footage allocation for
such owner's respective Lot, such owner may transfer such unused
allocation to either or both of the other Lots in the Subject
Property, such transfer to occur only by written agreement recorded
in the same office in which this instrument has been recorded,
whereupon the allocation to the transferring Lot will be reduced
by the amount of area by which the receiving Lot or Lots is increased.
The use of such allocation shall be subject to and comply with
all laws, ordinances, and regulations applicable at the time of any
building permit request.
-3-
4. Each and every part of the Subject Property shall be
ubject to all applicable statutes and ordinances now or hereafter
nacted or existing, and such statutes and ordinances shall be
effective as to the Subject Property and every part thereof, even
though more restrictive than or in addition to the conditions
herein contained, provided nothing herein shall abrogate the
variances described herein.
5. It is agreed by City and National that the building
now being constructed on the National Property contains a total
gross floor area of 212,000 square feet, determined pursuant to
Paragraph 2 hereof. The parties hereto further agree that before
the City shall be obligated to issue a building permit for any
buildings or structures hereafter to be located on the Subject
Property (other than the 126,000 square foot building referenced
in Paragraph 1 above), the City and the owner or owners of the
applicable portion of the Subject Property shall enter into a
recordable agreement setting forth the total gross floor area of
such building or structure determined pursuant to Paragraph 2 here-
of, and once the maximum total gross floor area for the specific
Lot has been reached, no further building permits need by issued
by the City for such Lot; provided, however, that the provisions
of Paragraph 2 hereof shall be binding and continue in force and
effect even if, for any reason, such agreements are not entered
into and building permits are nevertheless given by the City.
6. The conditions herein contained may be released only by
the City, and may be released as to all or any part of the Subject
Property, and as to any building or structure now or hereafter
located thereon, by the sole act of the City. Any such release
shall be effective only upon the recording of a resolution of the
City Council so releasing the condition in the same office in
which this instrument has been recorded. Nothing herein shall be
construed to prevent the City from allowing more square footage
on any one or more of the three lots, with a commensurate increase
in the total allowable square footage for the entire Subject Prop-
erty, without the permission or consent of the owners of the lots
which are not granted more square footage.
-4-
The granting of such
additional square footage shall be effective only upon the record-
ing of a resolution of the City Council granting the square footage
in the same office in which this instrument has been recorded.
7. If any provision of this instrument is for any reason
held to be invalid or unenforceable as to all or any part of the
Subject Property, or as to all or any part of any building or
structure now or hereafter located on any part of the Subject
Property, or as to any person or circumstance, the application of
such provision to the other portions of the Subject Property, or
other buildings or improvements, or any portions thereof, or to
other persons or circumstances, other than to those to which it
shall be held invalid or unenforceable, shall not be affected
thereby, and all provisions of this instrument in all other re-
spects shall remain in full force and effect and be valid and en-
forceable.
8. The provisions hereof shall be deemed covenants running
with the title to all and every part of the Subject Property and
shall be binding upon the owners from time to time of the respective
portions of the Subject Property, but only during the period of
their respective ownerships and only as to those covenants herein
which relate to the portions of the Subject Property owned by them.
9. If any person shall violate or attempt to violate any of the
conditions herein contained, it shall be lawful for the City (after
notice to such owner of the alleged violation and reasonable oppor-
tunity as determined by the City in its sole judgment to cure)
to prosecute any proceedings at law or in equity against the
person or persons violating or attempting to violate the condi-
tion, and either to prevent such violation or to recover damages
therefor. The person or person violating or attempting to
violate said conditionshall also be liable (jointly and severally,
if more than one) for all costs, including attorney's fees, in-
curred by the City, in enforcing said condition and whether suit
be brought or not, and with interest on all such costs at ten per-
cent (10 %) per annum from the dates incurred until paid,and shall
also be liable for all costs of collection of such costs, with
interest, again including attori,ey's fees, whether suit be brought
-5-
or not, with interest at ten percent (10 %) per annum on such
costs of collection from the dates incurred until paid.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed the day and year first above
written.
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY:,. r /�G�„ ,.. ,.
BY �� L✓er�t�t�eui.a1' - -'
Its
Vice PrrsideX,,lr.il:
A
( \� l
A �
n
Its Seaci=
NATIONAL CAR RENTAL SYSTEM, INC._
By (0C/
Its
And
Its Klat R S /DE4r
CITY OF EDINA
By
I ay r
And � .
Its'City Manager,
am
WISCONSIN
TATE OF
OUNTY OF Milwaukee
ss.
The foregoing instrument was acknowledged before me this
ri � ��) day of �2z_ ���,�'_� , 1979, by "on C. n.atiidson
and George ig e respectively, to me known to be the
'ice Pr,Side-nt and Asst. SeITPISrV of THE NORTHWESTERN
MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, on behalf
of said corporation.
Notar ubli t�-
mY Coriirn.s r10'
STATE OF
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of 1979, by and
r , respectively, to me known to be, the
and i of NATIONAL CAR RENTAL SYSTEM
a Nevada corporation, on behalf of said corporation.; =" `` ••
C_ Di,
Notary Public �,�il•w.: %7y/ -
,PAUL J:/NEilVIt����
_Nnt n/.94bJic, 0at;otaS 2nty, Minn.
My eomm s'(u[t,FxPires Tune 15,._1581
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this
7 day of 1979, by 4•_,, 1 <_s_ l; <:.i:.�'«t.. and
,respectively, to, me known to be the Mayor
and City Manager of the CITY OF EDINA, a Minnesota municipal cor-
poration, on behalf of said municipal corporation.
this instrument drafted by
Jay Tucker, Attorney
7900 Xerxes Ave. So. Ste 2300
Bloomington, Mn. 55431
Notary Public
+ JM!✓ r�...f+►,.r.H*rM��eMdr!:... ^.•r •rM'ri•D:�
FLORENCE B. HALLE3EFtu
�c; _tN:,��`a, rlLin..;1 ��ilfSliL — � ",!iviftSUlA
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STRAR
OFFICE OF THE R7CJS
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1-79
VN.
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+aLt of f4ittttelot �[ Division of Public Records
COUNTY OF HENNEPIN Registrar of Titles
I, Wayne A. Johnson, Registrar of Titles, within and for said County of
Hennepin and State of Minnesota, do hereby certify that I have carefully
compared the above and foregoing copy of Agreement
with the original thereof as filed in my office, as Document No. 1353917
and that the same is a trp e and correct photo -copy of the same, and of the
whole thereof, and I do further certify that I am the officer in hose
custody said original is required by law to be kept.
In witness Whereof I have hereunto set my hand and official seal this
13th day of December A.D. 19 79
Wayne A. Johnson
Registrar of Titles, County of Hennepin,
State of nesota
By
Deputy Registrar of Titles
1353917
CERTIFIED COPY
OF
- Z1
29
Agreement
DIVISION OF PUBLIC RECORDS
Wayne A. Johnson
s Registrar of Titles
Hennepin County, Minnesota
HC 1020
• ��Z°7
AGREEMENT
THIS AGREEMENT, made and entered into this 16th day of August , 1983
between NATIONAL CAR RENTAL SYSTEM, INC. , a Nevada corporation ("National"), and
CITY OF EDINA, a Minnesota municipal corporation ("City");
WI TNESSETH THAT:
WHEREAS, National is the present fee owner of certain real property ( "National
property ") located in the City of Edina, County of Hennepin, State of Minnesota,
legally described as Lot 2, Block 1 , Edina Office Center, according to the recorded
plat thereof on file in the office of the Registrar of Titles, Hennepin County,
Minnesota; and
WHEREAS, the Northwestern Mutual Life Insurance Company ( "Northwestern "),
City, Edina Office Center Joint Venture ( "EDE "), City and National entered into a
document entitled "Agreement (Conditions to Zoning Variance)" dated
September 21, 1979, a copy of which Agreement is on file and of record in the
office of the Registrar of Titles, Hennepin County, Minnesota, as Document No.
1353917 ("Agreement"); and
WHEREAS, The Agreement stated that the condition thereof could be released by
the sole act of the City; and
WHEREAS, the Agreement provides, among.other things, that all buildings or
structures now or hereafter located on the'National Property shall not exceed
304,000 square feet of gross floor area; and
WHEREAS, National has petitioned the City to remove the restriction as to
maximum gross floor area on buildings or structures to be constructed on the
National Property; and
WHEREAS, The City did, on August 15, 1983, by Council Resolution approve the
petition of National because strict enforcement of such condition is no longer
necessary and continued enforcement of the condition would, in this case,
-1-
cause undue hardship, and the removal of such restriction has been determined
by the City to be in keeping with the spirit and intent of the applicable
ordinances and the Agreement. As part of the same action, and in
consideration of the release of such condition, the City did impose a new
condition on the National Property relating to floor area ratios as hereafter
set forth.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained the parties hereto hereby agree as follows:
1. The City hereby confirms that it did, as above stated, and by formal
City action, release the condition set forth in the Agreement which
limited the gross floor area of any building or structure on the
National Property. Said release was conditioned upon National
agreeing, and National hereby agrees, that the gross floor area of
all buildings or structures now or hereafter located on the National
Property shall not exceed 0.5 times the lot area of the National
Property, as lot area is defined by the Ordinances of the City in
effect as of the date hereof. Measurement of building size shall be
in accordance with Paragraph 2 of the Agreement.
2. National hereby agrees to the conditions imposed upon the National
Property as set forth in paragraph 1 hereof.
3. This Agreement shall be filed for record in the office of the
Registrar of Titles, Hennepin County, Minnesota, at the cost and
expense of National, and upon such recording it shall be deemed to
be a release of conditions set forth in the Agreement limiting the
gross floor area of any building or structure on the National
Property.
4. Paragraph No. 3 of the Agreement contemplated that the owners from
time to time of the National Property, and other lots described in
the Agreement could transfer certain unused allocations. At the
request of City, and in consideration of the mutual agreements
herein contained, National agrees that from and after the date
hereof, the provision of paragraph 3 of the Agreement shall be
modified as they effect the National Property, so that the owners of
the National Property shall have no right to transfer, or receive a
transfer, of any unused allocations to or from the other lots
described in the Agreement.
-2-
5. Except as herein expressly set forth the Agreement shall be and
remain in full force and effect without amendment or modification
thereto, and the provision of the Agreement except as herein
expressly set forth, shall apply to the National Property.
NATIONAL CAR R STEM, INC.
By:
W. ompson
Corpora a Vice President - Finance
a nd•
orson
Assistant Secretary
CIT
By:
An c
STATE OF MINNESOTA )
)ss:
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this 12th day of September
*w_wj&tn 1983, by W. B. Thompson and J. H. Halldorson, respectively, of National Car
Rental System, Inc., a Nevada corporation, on behalf of said corporation.
SOSAN KEMPER
NOTARY PUBLIC - MINNESOTA
STATE OF MINNESOTA ) My CommiHENNEPIN COUNTY
sT
)SS:
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this /67q, day
Of U- f- 1983, by C. W h, (ou, t,, c 61 and Ke, 1 10 rya ,
the Mayot and City Manager, respectively, of t e i ty of ina, a Minnesota
municipal corporation, on behalf of said corporation.
Notary Public
MARCELLA M. DAEHN
NOTARY IDUSLIC — MIW4MTA
THIS INSTRUMENT WAS DRAFTED BY: _ HENNEPIN COUNTY
William C. Zu cco C~i..;en tE ■p►.. Aw.:1. 1"Q
Attorney at Law
7700 France Avenue South
Edina, MN 55435
-3-
13 CITY OF
EDI NA
J
4801 WEST 50TH STREET, EDINA, MINNESOTA 55424
612 - 927 -8861
RR.g0T.TTTT0M
BE IT RESOLVED by the Edina City Council that the Mayor and the City Manager are
hereby authorized and directed to execute and deliver an Agreement to remove the
gross floor area restriction for Lot 2, Block 1, Edina Office Center, imposed
by a document entitled "Agreement (Conditions to Zoning Variance)" dated
September 21, 1979, and of record in the office of the Registrar of Titles,
Hennepin County, Minnesota, as Document No. 1353917, and
BE IT FURTHER RESOLVED that in consideration of the release of such restriction
that the gross floor area of all buildings or structures now or hereafter located
on said Lot 2 shall not exceed 0.5 times the lot area as defined by the City
ordinances now in effect.
ADOPTED THIS 15TH DAY OF August, 1983.
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS
CITY OF EDINA )
CERTIFICATE OF CITY CLERK
I, the undersigned duly appointed and acting City Clerk for the City of Edina,
do hereby certify that the attached and foregoing Resolution was duly adopted
by the Edina City Council at its Regular Meeting of August 15, 1983, and as
recorded in the Minutes of said Regular Meeting.
WITNESS my hand and seal of said City this 29th day of August, 1983.
—/11/77 - O
City Clerk
1535884
` REGISTERED VOL 1-921" PAGE
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AGREEMENT
THIS AGREEMENT, made and entered into this 1/ --
day of Mmc-k , 1983 between and among THE NORTHWESTERN
MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation
( "Northwestern "), and CITY OF EDINA, aiinnesota municipal
corporation ( "City ");
WITNESSETH THAT:
WHEREAS, Northwestern is the present fee owner of
certain real property ( "Northwestern Property ") located in
the City of Edina, County of Hennepin, State of Minnesota,
legally described as Lot 3, Block 1, Edina Office Center,
according to the recorded plat thereof on file in the office
of the Registrar of Titles, Hennepin County, Minnesota; and
WHEREAS, Northwestern, City and National Car Rental
System, Inc., a Nevada corporation (" National") entered into
a document entitled "Agreement (Conditions to Zoning Variance)"
dated F -,ptember 21, 1979, a copy of which Agreement is on
file and of record in the office of the Registrar of Titles,
Hennepin County, Minnesota, as Document No. 1353917
( "Agreement "); and
WHEREAS, the Agreement stated that the conditions
thereof could be released by the sole act of the City; and
WHEREAS, the Agreement provides, among other things,
that all buildings or structures now or hereafter located on
the Northwestern Property shall not exceed 15,000 square feet
of gross floor area; and
WHEREAS, Northwestern has petitioned the City to
remove the restriction as to maximum gross floor area on
buildings or structures to be constructed on the Northwestern
Property; and
WHEREAS, the City did, on March 7, 1983, by Council
resolution approve the petition of Northwestern because
strict enforcement of such condition is no longer necessary
and continued enforcement of the condition would, in this case,
cause undue hardship, and the removal of such restriction has
been determined by the City to be in keeping with the spirit
and intent of the applicable ordinances and the Agreement.
As a part of the same action,and in consideration of the release
of such condition, the City did impose a new condition on
the Northwestern Property relating to floor area ratios as
hereafter set forth.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained the parties hereto
hereby agree as follows:
1. The City hereby confirms that it did, as above
stated, and by formal City action, release the condition set
forth in the Agreement which limited the gross floor area of
any building or structure on the Northwestern Property. Said
release was conditioned upon Northwestern agreeing, and
Northwestern hereby agrees, that the gross floor area of all
buildings or structures now or hereafter located on the
Northwestern Property shall not exceed 0.5 times the lot area
IWz
of the Northwestern Property, as lot area is defined by the
ordinances of the City in effect as of the date hereof.
Measurement of building size shall be in accordance with
paragraph 2 of the Agreement.
2. Northwestern hereby agrees to the conditions
imposed upon the Northwestern Property as set forth in paragraph
1 hereof.
3. This Agreement shall be filed for record in the
office of the Registrar of Titles, Hennepin County, Minnesota,
at the cost and expense of Northwestern, and upon such recording
it shall be deemed to be a release of the condition set forth
in the Agreement limiting the gross floor area of any building
or structure on the Northwestern Property.
4. Paragraph numbered 3 of the Agreement contemplated
that -the owners from time to time of the Northwestern Property
and other lots described in the Agreement could transfer
certain unused allocations. At the request of City, and in
consideration of the mutual agreements herein contained,
Northwestern agrees that from and after the date hereof, the
provisions of paragraph 3 of the Agreement shall be modified
as they effect the Northwestern Property, so that the owner of
the Northwestern Property shall have no right to transfer, or
receive a transfer, of any unused allocations to or from the
other lots described in the Agreement.
TRANSFER ENTERED
DEPARTMENT OF PROPERTY TAXATION
-3- MAY 4
=EPUTY N.
BY
a .
5. Except as herein expressly set forth the
Agreement shall be and remain in full force and effect without
amendment or modification thereto, and the provisions of the
Agreement, except as herein expressly set forth, shall apply
to the Northwestern Property.
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By
t ice President n W. Buzzard
Its Assistant err
CITY OF EDINA, 1414
By .
I s Mayor
And
t City Manager
STATE OF WISCONSIN)
) ss .
COUNTY OF MILWAUKEE)
tarv, Patrick W. Lavin
ESOTA
The foregoLig instrument was acknowledged before me
this 17th day of March , 1983, by Glenn W. Buzzard and
Patrick W_ Lavin ► the Vice President and Assistant seeretarWspectively,
of The Northwestern Mutual Life ' -Insurance Company, a Wisconsin
corporation, on behalf of said o poration.
s�a0o�b.vaeone�oaoe e�:e0,eiort0�►oseorO�sOa�
;o NOTARY PUBLIC SEAL �
E -RNICE BUSE
NOTARY PUBLIC
STATE OF WISCONSIN
7leODeOatUergcpupuepacp� eOxeOoap�ao:�0a �co�
Notary Public -
Bernice Buse
Milwaukee County, Wisconsin
My Commission Expires: February 5, 1984.
-4-
I
STATE OF MINNESOTA)
) ss.
COUNTY OF11eAW2f11J )
91-A The foreqQing instrument was ack ow edged ,before me
this ay of h , 1983, by ?,Mwerm tN and
05 the Mayor and City Manager, respectiv ly, of
the City of Edina, a Minnesota municipal corporation, on behalf
of said corporation. Z--? � _
CRAIG L. LAfC,'N
x.
I 4 NOTARY PUBLIC - MINNESOTA
'•s� HENNEPIN COUNly
�1.. My Commission Expires Sept. 15, 1984
THIS INSTRUMENT WAS DRAFTED BY:
DORSEY & WHITNEY (RJS)
2200 First Bank Place East
Minneapolis, Minnesota 55402
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1:
• RE%ISTFRED VOL _PAGE_
2/ 2 9
�O
OFFICE OF THE REGISTRAR
OF TITLES
HENNEPIN COUNTY. MINNESOTA
CERTIFIED FILED ON
MAY 91993
REGISTRAR OF TITLES
BY DEPUTY