HomeMy WebLinkAbout2328AGREEMENT
THIS AGREEMENT, Made and entered into this 1 4 — day
of ekyunnj , 1988, by and between GOLDEN VALLEY MICROWAVE
FOODS, IN d., a Minnesota corporation (the "Corporation ") and
CITY OF EDINA, a Minnesota municipal corporation (the "City ");
WITNESSETH, THAT:
WHEREAS, The Corporation is the holder of the Lessee's
interest in a Lease of certain real property ( "Property ")
located in the City of Edina, County of Hennepin, State of
Minnesota, legally described on Exhibit A attached hereto and
hereby made a part hereof; and
WHEREAS, The Corporation proposes to construct an
addition of approximately 18,560 square feet to the building
currently existing on the Property ( "Building "), which addition
is to include parking and landscaping to be used in connection
therewith (the addition and said parking and landscaping being
hereinafter called the "Improvements "); and
WHEREAS, the Corporation has submitted plans to the
City for construction of a treatment system designed to prevent
any damage, blockage or disruption to the City's sanitary sewer
system by reason of discharges from the Corporation's Property,
Building or Improvements, which plans have been reviewed and
preliminarily approved by the City's Engineer; and
WHEREAS, the Corporation has sought approval from the
City for construction of the Improvements and requested certain
parking and setback variances necessary to allow construction
of the Improvements as shown on the plan prepared by Ronald
Gridley dated May 1, 1987, and revised May 6, 1987 and
September 17, 1987; and
WHEREAS, the City did, on April 1, 1987, in Case No.
P -87 -1, approve the construction of the Improvements and grant
the requested variances because strict enforcement of the City
ordinances would, in this case, cause undue hardship because of
circumstances unique to the Property, and the approval of
construction and grant of such variances has been determined by
the City to be in keeping with the spirit and intent of the
applicable ordinances, but the approval of construction and
grant of the variances was conditioned upon the execution,
delivery, and recording of this Agreement, and upon the
conditions hereinafter set out in this Agreement, which the
City deems necessary to impose to ensure compliance with the
applicable City ordinances and to protect adjacent properties;
and
WHEREAS, The Corporation is agreeable to the approval
of construction and the granting of the variances being subject
to the conditions hereinafter set out, and is willing, and
represents that it has the power and authority, to enter into
this Agreement.
NOW, THEREFORE, in consideration of the approval given
by the City and the granting of the above requested variances,
by the City, and of the mutual covenants and agreements
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, approve construction of the Improvements, and did grant
variances from its applicable ordinances concerning parking and
setback requirements, subject, however, to the terms and
conditions of this Agreement.
2. The Corporation shall construct a treatment system
( "Treatment System ") on the Property to treat wastes being
discharged from the Property, Buildings and Improvements, which
Treatment System will release into the City's sanitary sewer
system only those wastes or only a form of waste which will not
cause blockage, disruption or damage to the City's sanitary
sewer system.
3. The Corporation shall commence construction of the
Treatment System immediately after all plans for said system
have been given final approval by the City's Engineer which
approval shall not be unreasonably withheld. Once commenced,
the construction shall be completed with all due diligence as
soon as possible thereafter. The City shall be the sole and
reasonable judge of whether the corporation is using due
diligence in completing construction of the Treatment System.
The Treatment System shall be constructed in full compliance
with the plans approved by the City's Engineer, and the then
applicable City ordinances.
4. Commencing the first day of the third full month
following the month in which the Treatment System becomes
operational and continuing on the first day of every third
month thereafter, the Corporation shall submit to the City a
written report prepared and signed by the Corporation's Plant
Manager, based upon his /her observations of the Treatment
System, detailing the operation of the Treatment System during
the immediately preceding 3 month period and describing any
problems encountered in said operation or in the discharge of
waste from the Property. Failure to provide this report shall
be a violation of this Agreement and shall entitle the City to
all of the rights and remedies provided in paragraph 7 hereof.
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5. The Corporation shall indemnify and hold the City
harmless from all claims, demands, damages, costs and expenses,
including reasonable attorney's fees for the defense thereof,
arising out of discharges from the Property, Building, or
Improvements into the City's sanitary sewer system caused by or
resulting from the actions or omissions of the Corporation or
its officers, employees or agents; including, but not limited
to, blockage, disruption or damage to the City's sanitary sewer
system; the repair or cleaning of all or any portion of the
sanitary sewer system necessitated by a discharge from the
Property, Building or Improvements, or, damage or loss
sustained by persons or property by reason of any repair,
correction or alleviation of any blockage, disruption or damage
to the City's sanitary sewer system and the Corporation agrees
to pay to the City, upon demand of City, any such cost, damage
or expense, including reasonable attorney's fees, suffered or
incurred by the City, with interest MV the rate of twelve
percent (12 %) per annum from the date demanded until paid.
6. If any term, condition, or provision of this
Agreement, or the application thereof to any person or
circumstance, shall, to any extent, be held to be invalid or
unenforceable, the remainder hereof and the application of such
term, provision, and condition to persons or circumstances
other than those as to whom it shall be held invalid or
unenforceable shall not be affected thereby, and this
Agreement, and all the terms, provisions, and conditions
hereof, shall, in all other respects, continue to be effective
and to be complied with to the full extent permitted by law.
7. In the event that the Corporation fails or refuses
to fully comply with all of its obligations under this
Agreement, or violates any of the provisions hereof, and such
failure, refusal or violation continues for a period of thirty
(30) days after written notice thereof is given to the
Corporation, then, in that event, in addition to any other
remedies then available to the City at law or in equity, the
City shall have the right to:
(a) Enter upon the Property with such personnel,
equipment, and materials as the City deems necessary for the
purpose of performing the obligations of the Corporation
hereunder that it has failed or refused to perform, including,
at the City's discretion, entry for the purpose of constructing
the Treatment System contemplated herein, or, for the purpose
of disconnecting the Property from the City's sanitary sewer
system, or, for the purpose of repairing and /or cleaning the
City's sanitary sewer system or the Treatment System. Any such
entry on the Property by the City shall be without liability or
obligation of any kind to the Corporation or any owner or
occupant of the Property for trespass or damage to the
Property, the Improvements, or other property or improvements
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thereon or for loss of business or business interruption, or
any other cause, all of which liability and obligation is
hereby waived by the Corporation, and if any person makes any
claim against City for loss or damage to property or business
due to such entry, the Corporation agrees to hold City harmless
from and indemnified against any loss, cost, damage or expense,
including reasonable attorneys' fees whether suit be brought or
not, arising out of such claim, and to pay to City, upon demand
of City, any such loss, cost, damage or expense, including
reasonable attorneys' fees, suffered or incurred by City, with
interest at twelve percent (12 %) per annum from the date
demanded until paid; provided, however, that the foregoing
waiver and indemnity shall not apply to damage or loss caused
by the negligent act of City, its agents or employees, or
caused by the violation by City, its agents or employees, of
any applicable law, statute or regulation.
(b) Obtain enforcement of this Agreement by court
order for mandatory injunction or other appropriate relief; and
(c) Withhold, deny, or revoke any building permits,
certificates of occupancy, utility connection permits and any
other permits and approvals, now or hereafter issued or granted
or to be issued or granted by the City for the construction or
occupancy of all or any part of the Property, Building, or
Improvements, until such failure or refusal ends and the
Corporation fully complies with its obligations hereunder.
All of the foregoing remedies shall be usable and
enforceable by the City separately or concurrently as the City
shall determine, and the use of one remedy shall not waive or
preclude the use of any one or more of the other remedies.
Also, the failure to exercise, or delay in exercising, any
remedy hereunder in the event of a failure or refusal by the
Corporation, shall not preclude City from thereafter exercising
any of its remedies for the same or a subsequent failure or
refusal. The Corporation agrees to pay to City any and all
costs and expenses incurred by City in enforcing this Agreement
by the use of the remedies above set out or by other remedies
or means available to the City at law or in equity, including
attorneys' fees whether suit be brought or not, and with
interest on all such costs and expenses at the rate of twelve
percent (12 %) per annum from the dates incurred by the City
until paid.
The Corporation also agrees to pay all costs of
collection of any monies due to the City from the Corporation
pursuant hereto, and of such costs and expenses incurred in
enforcing this Agreement, with interest thereon, again
including attorneys' fees and whether suit be brought or not,
with interest at the rate of twelve percent (12 %) per annum
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from the dates such costs of collection were incurred until
paid.
8. All notices, reports, or demands required or
permitted to be given under this Agreement shall be in writing
and shall be deemed to be given when personally delivered to
any officer of the party to which notice is _being given, or
when deposited in the Unites States mail in a sealed envelope,
with registered or certified mail postage prepaid thereon,
addressed to the parties at the following addresses:
To City: 4801 West 50th Street
Edina, Minnesota 55424
Attn: City Manager
To the Corporation: 6866 Washington Avenue South
Eden Prairie, Minnesota 55344
Such addresses may be changed by any party upon notice to the
other party given as herein provided.
9. This Agreement and the variances granted by the
City in case No. P -87 -1 shall automatically terminate on the
date on which the Corporation ceases to occupy the Property or
control the operation of the business currently being conducted
on the Property, unless, prior to said date, the party or
parties who are to succeed to the occupancy of the Property or
the control of the business, execute and deliver to the City an
agreement acceptable to the City whereby said party or parties
assume the obligations of the Corporation herein. The City
hereby agrees that its consent to such an agreement and the
execution and delivery thereof will not be unreasonably
withheld or delayed. In the event this Agreement and the
variances terminate as provided herein, the Property shall
thereafter be used only in full compliance with all then
applicable ordinances of the City.
10. The Corporation covenants and agrees that, in the
event it shall acquire fee title to the Property, then,
notwithstanding the provisions of paragraph 9 hereof, the terms
and provisions hereof shall thereafter run with the title to
the Property and be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused
this instrument to be duly executed the day and year first
above written.
GOLDEN EY MICROWAVE FOODS, INC.
By
Its _ c = cciJ
—5—
CITY OF EDINA
B Y C )Y a_ ,
Its Mayor �
Its Manager
STATE OF MINNESOTA)
)SS.
COUNTY OF HENNEPIN)
The fore oing instrument was acknowledged before me
this 4- day of 1988, by F_. 11cij ,., the
EVP _TZ"o_,, .Q E AA L. •Of GOLDEA VALLEY MICROWAVE FOODS, INC., a
Minnesota corporation, on behalf of said corporation.
0.101 __ 0.011111111111111
JEANNE A. ANDERSON
NOTARY PUBW - MNNEWTA
HENNEPIN �ON e-
� Not ry Public
STATE OF MINNESOTA)
)SS.
COUNTY OF HENNEPIN)
The foreggin instrument was acknowledged be ore me
this _fir ay f +1e4_ ,1 1988, by �cN F Xa�+ and
C lNBY,�e- ai the and r respectively, of the
City of Edina, a Minnesota municipal °corporation, on behalf of
said municipal corporation.
f""'� CRAIG L. LARSEN
! NOTARY PUBLIC • MINNESOTA
HENNEPIN COUNTY No ary
Commission Expires Aug. 21. 1950
This instrument drafted by:
Dorsey & Whitney
2200 First Bank Place East
Minneapolis, Minnesota 55402
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a
EXHIBIT A
Lots 4, 5 and 6, Block 5, Edina Interchange
Center.
r
OFFICE OF COUNTY RECORDER
HENNEPIN COkW M MININESOTA
CERI'IFIED FILED AND OR
RECORDED ON
1988 FES 19 AN 10: 52
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!V 0 e.4"o.. CC. A E COROVI
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OEPUI Y
Duplicate
Filing
Cerfificatq
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I A
CAMPBELL KNUTSON
I.
Association
June 9, 2009
Mr. Gordon Hughes
City of Edina
4801 West 50th Street
Edina, Minnesota 55424
Re: City of Edina — ConAgra Foods, Inc.
7450 Metro Boulevard
Dear Mr. Hughes:
Enclosed herewith for your file are copies of the following documents in the
above matter:
1. Owner's Policy of Title Insurance No. 3069000;
2. Original Termination Agreement recorded May 12, 2009, as
Document No. A9357132; and
3. Original Limited Warranty Deed recorded May 12, 2009, as
Document No. A9357133.
Please note that the City is responsible for paying the 2nd half real estate
taxes that are due in October.
If you have any questions regarding the above, please give me a call.
AMP: cjh
Enclosure
Very truly yours,
Campbell Knutson
Professional Association
By
Andrea McDowell Poehler
Form No. 1402.06 e 6 T d a, Policy Page 1
ALTA Owner's Policy (6- 17 -06) Policy Number: 3069000
1100302PO50600
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
First American Title Insurance Company
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be
given to the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS
FROM COVERAGE CONTAINED IN SCHEDULE B AND THE
CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a
California corporation (the "Company's insures, as of Date of Policy
and, to the extent stated in Covered Risks 9 and 10, after Date of
Policy, against loss or damage, not exceeding the Amount of
Insurance, sustained or incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered
Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency,
incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a
transfer or conveyance;
(iii) a document affecting Title not properly created,
executed, witnessed, sealed, acknowledged, notarized, or
delivered;
(iv) failure to perform those acts necessary to create a
document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or
otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in
the Public Records including failure to perform those acts
by electronic means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the
Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or
adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the
Land. The term "encroachment" includes encroachments of
existing improvements located on the Land onto adjoining
land, and encroachments onto the Land of existing
improvements located on adjoining land.
3. Unmarketable Title.
4. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit, or
governmental regulation (including those relating to building and
zoning) restricting, regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement
erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the
Public Records setting forth the violation or intention to enforce,
but only to the extent of the violation or enforcement referred to
in that notice.
6. An enforcement action based on the exercise of a governmental
police power not covered by Covered Risk 5 if a notice of the
enforcement action, describing any part of the Land, is recorded
in the Public Records, but only to the extent of the enforcement
referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the
exercise, describing any part of the Land, is recorded in the
Public Records.
8. Any taking by a governmental body that has occurred and is
binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being
defective
(a) as a result of the avoidance in whole or in part, or from a
court order providing an alternative remedy, of a transfer of
all or any part of the title to or any interest in the Land
occurring prior to the transaction vesting Title as shown in
Schedule A because that prior transfer constituted a
fraudulent or preferential transfer under federal bankruptcy,
state insolvency, or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in
Schedule A constitutes a preferential transfer under federal
bankruptcy, state insolvency, or similar creditors' rights laws
by reason of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value
or to a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter
included in Covered Risks 1 through 9 that has been created or
attached or has been filed or recorded in the Public Records
subsequent to Date of Policy and prior to the recording of the
deed or other instrument of transfer in the Public Records that
vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees, and expenses
incurred in defense of any matter insured against by this policy, but
only to the extent provided in the Conditions.
First American 27d e Insurance Company
BY �`+ // / 1*�t. PRESIDENT
ATTEST ' �� SECRETARY
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and
the Company will not pay loss or damage, costs, attorneys' fees, or expenses that
arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those
relating to building and zoning) restricting, regulating, prohibiting, or
relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any improvement erected on
the Land;
(iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental
regulations. This Exclusion 1(a) does not modify or limit the coverage provided
under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or
limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the
coverage provided under Covered Risk 7 or 8.
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 (however, this does not
modify or limit the coverage provided under Covered Risks 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the
Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency,
or similar creditors' rights laws, that the transaction vesting the Title as shown
in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this
policy.
5. Any lien on the Title for real estate taxes or assessments imposed by
governmental authority and created or attaching between Date of Policy and
the date of recording of the deed or other instrument of transfer in the Public
Records that vests Title as shown in Schedule A.
CONDITIONS
I. DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance ": The amount stated in Schedule A, as may be
increased or decreased by endorsement to this policy, increased by
Section 8(b), or decreased by Sections 10 and 11 of these Conditions.
(b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A.
(c) "Entity": A corporation, partnership, trust, limited liability company, or
other similar legal entity.
(d) "Insured ": The Insured named in Schedule A.
(1) The term "Insured" also includes
(A) successors to the Title of the Insured by operation of law as
distinguished from purchase, including heirs, devisees, survivors,
personal representatives, or next of kin;
(B) successors to an Insured by dissolution, merger, consolidation,
distribution, or reorganization;
(C) successors to an Insured by its conversion to another kind of
Entity;
(D) a grantee of an Insured under a deed delivered without
payment of actual valuable consideration conveying the Title
(1) if the stock, shares, memberships, or other equity interests
of the grantee are wholly -owned by the named Insured,
(2) if the grantee wholly owns the named Insured,
(3) if the grantee is wholly -owned by an affiliated Entity of the
named Insured, provided the affiliated Entity and the
named Insured are both wholly -owned by the same person
or Entity, or
(4) if the grantee is a trustee or beneficiary of a trust created
by a written instrument established by the Insured named
in Schedule A for estate planning purposes.
Policy Page 2
Policy Number: 3069000
(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights
and defenses as to any successor that the Company would have had
against any predecessor Insured.
(e) "Insured Claimant ": An Insured claiming loss or damage.
(f) "Knowledge" or "Known ": Actual knowledge, not constructive knowledge
or notice that may be imputed to an Insured by reason of the Public
Records or any other records that impart constructive notice of matters
affecting the Title.
(g) "Land ": The land described in Schedule A, and affixed improvements that
by law constitute real property. The term "Land" does not include any
property beyond the lines of the area described in Schedule A, nor any
right, title, interest, estate, or easement in abutting streets, roads,
avenues, alleys, lanes, ways, or waterways, but this does not modify or
limit the extent that a right of access to and from the Land is insured by
this policy.
(h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security
instrument, including one evidenced by electronic means authorized by
law.
(i) "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 Covered Risk 5(d), "Public Records" shall also include
environmental protection liens filed in the records of the clerk of the
United States District Court for the district where the Land is located.
(j) "Title ": The estate or interest described in Schedule A.
(k) "Unmarketable Title ": Title affected by an alleged or apparent matter that
would permit a prospective purchaser or lessee of the Title or lender on
the Title to be released from the obligation to purchase, lease, or lend if
there is a contractual condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of Policy in favor
of an Insured, but only so long as the Insured retains an estate or interest in the
Land, or holds an obligation 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 warranties in any transfer or conveyance of the Title. This policy shall not
continue in force in favor of any purchaser from the Insured of either (1) an estate
or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage
given to the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured shall notify the Company promptly in writing (i) in case of any
litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge
shall come to an Insured hereunder of any claim of title or interest that is adverse
to the Title, as insured, and that might cause loss or damage for which the
Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is
rejected as Unmarketable Title. If the Company is prejudiced by the failure of the
Insured Claimant to provide prompt notice, the Company's liability to the Insured
Claimant under the policy shall be reduced to the extent of the prejudice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of loss or
damage, the Company may, at its option, require as a condition of payment that
the Insured Claimant furnish a signed proof of loss. The proof of loss must describe
the defect, lien, encumbrance, or other matter insured against by this policy that
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.
5. DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the options contained
in Section 7 of these Conditions, 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 covered by this policy
adverse to the Insured. This obligation is limited to only those stated
causes of action alleging matters 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. It 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 that allege matters not insured against by this policy.
(b) The Company shall have the right, in addition to the options contained in
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
Section 7 of these Conditions, at its own cost, to institute and prosecute
any action or proceeding or to do any other act that in its opinion may be
necessary or desirable to establish the Title, 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 to the Insured. The exercise of these rights shall not be an
admission of liability or waiver of any provision of this policy. If the
Company exercises its rights under this subsection, it must do so
diligently.
(c) Whenever the Company brings an action or asserts a defense as required
or permitted by this policy, the Company may pursue the litigation to a
final determination by a court of competent jurisdiction, and it expressly
reserves the right, in its sole discretion, to appeal any adverse judgment
or order.
6. DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding and any
appeals, the Insured shall secure to the Company the right to so
prosecute or provide defense in the action or proceeding, including the
right to use, at its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the Company's
expense, shall give the Company all reasonable aid (i) in securing
evidence, obtaining witnesses, prosecuting or defending the action or
proceeding, or effecting settlement, and (ii) in any other lawful act that in
the opinion of the Company may be necessary or desirable to establish
the Title or any other matter as insured. If the Company is prejudiced by
the failure of the Insured to furnish the required cooperation, the
Company's obligations to the Insured under the policy shall terminate,
including any liability or obligation to defend, prosecute, or continue any
litigation, with regard to the matter or matters requiring such
cooperation.
(b) The Company may reasonably require the Insured Claimant to submit to
examination under oath by any authorized representative of the Company
and to produce for examination, inspection, and copying, at such
reasonable times and places as may be designated by the authorized
representative of the Company, all records, in whatever medium
maintained, including books, ledgers, checks, memoranda,
correspondence, reports, e- mails, disks, tapes, and videos whether
bearing a date before or after Date of Policy, that 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 of these records in the custody or
control of a third party that 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 any reasonably requested information,
or grant permission to secure reasonably necessary information from third
parties as required in this subsection, unless prohibited by law or
governmental regulation, shall terminate any liability of the Company
under this polity as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION
OF LIABILITY
In case of a claim under this policy, the Company shall have the following
additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this policy
together with any costs, attorneys' fees, and expenses incurred by the
Insured Claimant that were authorized by the Company up to the time of
payment or tender of payment and that the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and
obligations of the Company to the Insured under this policy, other than to
make the payment required in this subsection, shall terminate, including
any liability or obligation to defend, prosecute, or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With
the Insured Claimant.
(1) To pay or otherwise settle with other parties for or in the name of an
Insured Claimant any claim insured against under this policy. In
addition, the Company will pay any costs, attorneys' fees, and
expenses incurred by the Insured Claimant that were authorized by
the Company up to the time of payment and that 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,
Policy Page 3
Policy Number: 3069000
attorneys' fees, and expenses incurred by the Insured Claimant that were
authorized by the Company up to the time of payment and that the
Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in
subsections (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.
S. 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.
(a) The extent of liability of the Company for loss or damage under this policy
shall not exceed the lesser of
(i) the Amount of Insurance; or
(ii) the difference between the value of the Title as insured and the value
of the Title subject to the risk insured against by this policy.
(b) If the Company pursues its rights under Section 5 of these Conditions and
is unsuccessful in establishing the Title, as insured,
(1) the Amount of Insurance shall be increased by 10 %, and
(ii) the Insured Claimant shall have the right to have the loss or damage
determined either as of the date the claim was made by the Insured
Claimant or as of the date it is settled and paid.
(c) In addition to the extent of liability under (a) and (b), the Company will
also pay those costs, attorneys' fees, and expenses incurred in accordance
with Sections 5 and 7 of these Conditions.
9. LIMITATION OF LIABILITY
(a) If the Company establishes the Title, or removes the alleged defect, lien,
or encumbrance, or cures the lack of a right of access to or from the
Land, or cures the claim of Unmarketable Title, all as insured, in a
reasonably diligent manner by any method, including litigation and the
completion of any appeals, it shall have fully performed its obligations
with respect to that matter and shall not be liable for any loss or damage
caused to the Insured.
(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, adverse to the Title,
as insured.
(c) The Company shall not be liable for loss or damage to the Insured for
liability voluntarily assumed by the Insured in settling any claim or suit
without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF
LIABILITY
All payments under this policy, except payments made for costs, attorneys'
fees, and expenses, shall reduce the Amount of Insurance by the amount of the
payment.
11. LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the Company pays
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 executed
by an Insured after Date of Policy and which is a charge or lien on the Title, and
the amount so paid shall be deemed a payment to the Insured under this policy.
12. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely fixed in
accordance with these Conditions, the payment shall be made within 30 days.
13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT
(a) Whenever the Company shall have settled and paid a claim under this
policy, it shall be subrogated and entitled to the rights of the Insured
Claimant in the Title and all other rights and remedies in respect to the
claim that the Insured Claimant has against any person or property, to the
extent of the amount of any loss, costs, attorneys' fees, and expenses
paid by the Company. If requested by the Company, the Insured Claimant
shall execute documents to evidence the transfer to the Company of these
rights and remedies. 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 and remedies.
If a payment on account of a claim does not fully cover the loss of the
Insured Claimant, the Company shall defer the exercise of its right to
recover until after the Insured Claimant shall have recovered its loss.
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
(b) The Company's right of subrogation includes the rights of the Insured to
indemnities, guaranties, other policies of insurance, or bonds,
notwithstanding any terms or conditions contained in those instruments
that address subrogation rights.
14. ARBITRATION
Either the Company or the Insured may demand that the claim or controversy
shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of
the American Land Title Association ( "Rules'. Except as provided in the Rules,
there shall be no joinder or consolidation with claims or controversies of other
persons. 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 in connection with its issuance or the breach of a policy
provision, or to any other controversy or claim arising out of the transaction giving
rise to this policy. All arbitrable matters when the Amount of Insurance is
$2,000,000 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
$2,000,000 shall be arbitrated only when agreed to by both the Company and the
Insured. Arbitration pursuant to this policy and under the Rules shall be binding
upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be
entered in any court of competent jurisdiction.
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT
(a) This policy together with all endorsements, If any, attached to it 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 that arises out of the status of the Title or by
any action asserting such claim shall be restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in writing and
authenticated by an authorized person, or expressly incorporated by
Schedule A of this policy.
Policy Page 4
Policy Number: 3069000
(d) Each endorsement to this policy issued at any time is made a part of this
policy and is subject to all of its terms and provisions. Except as the
endorsement expressly states, it does not (i) modify any of the terms and
provisions of the policy, (ii) modify any prior endorsement, (iii) extend the
Date of Policy, or (iv) increase the Amount of Insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or
unenforceable under applicable law, the policy shall be deemed not to include that
provision or such part held to be invalid, but all other provisions shall remain in full
force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has underwritten
the risks covered by this policy and determined the premium charged
therefore in reliance upon the law affecting interests in real property and
applicable to the interpretation, rights, remedies, or enforcement of
policies of title insurance of the jurisdiction where the Land is located.
Therefore, the court or an arbitrator shall apply the law of the jurisdiction
where the Land is located to determine the validity of claims against the
Title that are adverse to the Insured and to interpret and enforce the
terms of this policy. In neither case shall the court or arbitrator apply its
conflicts of law principles to determine the applicable law.
(b) Choice of Forum: Any litigation or other proceeding brought by the
Insured against the Company must be filed only in a state or federal court
within the United States of America or its territories having appropriate
jurisdiction.
18. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing required to be
given to the Company under this policy must be given to the Company at 1 First
American Way, Santa Ana, CA 92707, Attn: Claims Department.
POLICY OF TITLE INSURANCE
T, A RI"
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
SCHEDULE A
FirstAmerican Title Insurance Company
Name and Address of Title Insurance Company:
First American Title Insurance Company
1 First American Way
Santa Ana, CA 92707
File No.: NCS- 306900 -MPLS Policy No.: 3069000
Address Reference: 7450 Metro Boulevard, Edina, MN
Amount of Insurance: $7,600,000.00
Date of Policy: May 12, 2009 at 3:30 P.M.
1. Name of Insured:
City of Edina, a Minnesota municipal corporation
2. The estate or interest in the Land that is insured by this policy is:
Fee Simple
3. Title is vested in:
City of Edina, a Minnesota municipal corporation
4. The Land referred to in this policy is described as follows:
Policy Page 5
Policy Number: 3069000
Real property in the City of Edina, County of Hennepin, State of Minnesota, described as follows:
The easterly 55 feet of Lot 3, and all of Lots 4, 5, and 6, Block 5, Edina Interchange Center,
according to the recorded plat thereof, Hennepin County, Minnesota.
(abstract property)
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
File No.: NCS- 306900 -MPLS
SCHEDULE B
Policy No.: 3069000
EXCEPTIONS FROM COVERAGE
Policy Page 6
Policy Number: 3069000
This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees,
or expenses that arise by reason of:
1. Real estate taxes for the second half of the year 2009 and subsequent periods.
2. Utility and drainage easements over the South 10 feet as shown on the recorded plat of Edina
Interchange Center
3. Electric easement, appurtenances thereto and rights including access rights in favor of Northern
States Power Company, a Minnesota corporation, as contained in Underground Easement dated
September 9, 1965, recorded December 3, 1965 in Book 2523 of Deeds, page 137 as Document
No. 3578083.
4. Non - exclusive easement for utility purposes in favor of the City of Edina and the terms,
conditions, provisions and agreements as contained in Easement for Utility Purposes dated
October 15, 2003, recorded November 12, 2003 as Document No. 8221222.
5. The following matters as shown on the survey prepared by Schoell Madson, Project No. 64613-
001, dated August 22, 2007:
a. Railroad spur track, ownership unknown, located on the southwesterly side of the land over
part of said Lots 3 and 4.
b. Retaining wall, ownership unknown, located on the southerly and easterly side of the land
over part of said Lot 6.
c. Unknown manhole, ownership unknown, located on the southerly side of the land on said Lot
5.
d. Concrete surface, ownership unknown, located on the south side of the land on said Lot 6 and
the property adjoining the land to the south.
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
F.A. Special
Lack of Signatures
ENDORSEMENT
Attached to Policy No. 3069000
Issued By
First American Title Insurance Company
Policy Page 7
Policy Number: 3069000
The Company hereby assures the Insured that the Company will not deny liability under the policy or any
endorsements issued therewith solely on the grounds that the policy and /or endorsement(s) were issued
electronically and /or lack signatures in accordance with Paragraph 15 (c) of the Conditions.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
First American itle Insurance Company
RY
First American Title Insurance Company
k�
Doc No A9357132
Certified filed and /or recorded on
5/12/09 3:30 PM
Office of the County Recorder
Hennepin County, Minnesota
Michael H. Cunniff, County Recorder
Jill L. Alverson, County Auditor and Treasurer
Deputy 59 Pkg ID 534300
Doc Name: Termination
Document Recording Fee $46.00
Document Total $46.00
This cover sheet is now a permanent part of the recorded document.
Termination Agreement
This Termination Agreement is entered into on this 7t' day of May, 2009, by and between
ConAgra Foods, Inc., a Delaware corporation ( "ConAgra "), successor by merger to Golden Valley
Microwave Foods, Inc., a Minnesota corporation, and City of Edina, a Minnesota municipal corporation
( "Edina ").
Recitals
A. ConAgra and Edina entered into an agreement ( "Agreement ") dated February 4, 1988, and
recorded on February 19, 1998 as Document No. 5379070 relating to the real property legally
described in Exhibit A.
B. ConAgra and Edina wish to terminate the Agreement as provided herein.
In consideration of the above recitals and for good and sufficient consideration the receipt of
which is acknowledged by the parties hereto, ConAgra and Edina agreed as follows:
1. The Agreement shall terminate upon Edina acquiring title to the Property.
2. Following the termination, the parties and their respective successors and assigns shall have no
further right, privilege, obligation or liability relating to or arising from the Agreement.
3. Except for variances for parking, Edina acknowledges that termination of the Agreement may
result in the termination of certain permits and variances relating to the Property. Edina agrees to
indemnify and hold ConAgra harmless for any and all liability relating to the termination of the permits
and variances.
Signed on this 7 day of May 2009
RICr'URN TO;
First American Tide Insuramae 00, NOS
1900 Mkiwest Plaza
801 NkxAlet Mall
Minneapolis, MN 55402
NCS- 3Db�- APLS(JF) J
ConAgra Foods, Inc.,
a Delaware corporation,
r em, "0
4W
State of neb Pas kc- )
ss.
County of _00-ALAI Co )
ff �h
The foregoing instrument was acknowledged before me on this b day of May, 2009, by
JA,M 0-5 & • Q e u l t as V P- 140 is f a ! F oL a /i tffC S on behalf of the
ConAgra Foods, Inc., a elaware corporation.
Notary Public
[Signature of City of Edina on following page] 68Y k NpUYlY-ft a of
MARIANNE A REIN
M ftft 1* Aop. 24 2012
v
City of Edina,
a Minnesota municipal
By:
PriJ
Title:
State of Minnesota )
) ss.
County of Hennepin )
on
The foregoing instrument was acknowledged before me on this SAlay of May, 2009, by
G-ors o-"\ iAiAA kfS as <2 ; /1'\a v1 a F t-- on behalf of the
City of Edina, a munic al corporation.
This instrument was drafted by:
Christopher Aupperle
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102
Nota ry Public
CANDICE L. FIEDLER
Notary Public- Minnesota
My Comrt*sW Eq*es Jan 31, 2010
},
NMMMMMMMMAMAAMMAMAM
At
Exhibit A
Legal Description
Lots 4, 5, and 6, Block 5, Edina Interchange Center, according to the recorded plat thereof, Hennepin
County, Minnesota.
d
Doc No A9357133
Certified filed and /or recorded on
5/12/09 3:30 PM
Office of the County Recorder
Hennepin County, Minnesota
Michael H. Cunniff, County Recorder
C.V. filed_X_C.V. not req. Jill L. Alverson, County Auditor and Treasurer
No delinquent taxes Deputy 59 Pkg ID 534300
Transfer Entered Doc Name: Limited Warranty Deed
5/12/2009 3:30:00 PM Document Recording Fee $46.00
Hennepin County, Minnesota State Deed Tax (.0033 rate) $25,080.00
Jill L. Alverson Conservation Fee $5.00
County Auditor and Treasurer Environmental (SDT) $760.00
Response Fund
Document Total $25,891.00
This cover sheet is now a permanent part of the recorded document.
F
RETURN M:
FW Ametim TN® Inituri al Ift NOS
19M Midwest Plaza g�#
801 Nkollet Mall
Minneapolis, MN 55402
D�' /�� � 6007
(Top 3 Inches Reserved for Recording Data)
LIMITED WARRANTY DEED Except Assessments Minnesota Uniform Conveyancing Blanks
Business Entity to Business Entity Form 10.2.10 (2006)
DEED TAX DUE: $ 35
4� /qo, OD
DATE: MQV?, ZQ9
AnUVday/year)
FOR VALUABLE CONSIDERATION, ConAgra Foods Inc., a Delaware corporation, successor by merger to Golden Valley Microwave
Foods, Inc. a Minnesota corporation, as evidenced by the corporate documentation attached hereto as Exhibit A ( "Grantor "), hereby
conveys and quitclaims to City of Edina, a Minnesota municipal corporation, ( "Grantee ") real property in Hennepin County, Minnesota,
together with all hereditaments and appurtenances thereto, and legally described as follows:
The easterly 55 feet of Lot 3, and all of Lots 4, 5 and 6, Block 5, Edina Interchange Center, according to
the recorded plat thereof, Hennepin County, Minnesota.
Check here if part or all of the described real property is Registered (Torrens) ❑
This Deed conveys after - acquired title. Grantor warrants that Grantor has not done or suffered anything to encumber the property, EXCEPT:
Current taxes and assessments which are a lien not yet delinquent;
Any matter of record or not of record that any way affects title to the property which resulted from the acts or omissions of Purchaser;
Applicable laws, regulations, zoning regulations and ordinances, whether federal, state or local; and
Easements, rights -of -way, reservations, covenants and restrictions of record.
Check applicable box:
® The Seller certifies that the Seller does not know of
any wells on the described real property.
❑ A well disclosure certificate accompanies this
document.
❑ 1 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.
Grantor
CONAGRA FOODS, INC,
a Delaware corporation
By:
signa re �.- M ej 1 {�,� � ` q
Its: i�IC�^WN,�1 i��� L����'TI�$»
(type of authority) Fact' i I,+Ies
NCS-3&10 lQ 10 - MPLS(JF) Jb
Page 1 of 3
Page 2 of 3 Minnesota Uniform Conveyancing Blanks Form 10.2.10
State of �'le6 rat, k a , County of a5 rr
This instrument was acknowledged before me on May 1,0 , 2009, by nuI a the yICC GeStdeaf '
of ConAgra Foods, Inc. a Delaware corporation, on behalf of the corporation. e20. I Fs'w-tC ; r<A.Cill f/ e-6
(Seal, if any)
BIAI. NOfiivllf - Mm d Meb�eltt
KAIIVANNEA. FEWM
THIS INSTRUMENT WAS DRAFTED BY:
(insert name and address)
Christopher Aupperle
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102
(signature bf notarial officer)
Title (and Rank): Notary Public
My commission expires: S " A — a,
(monthrdaylyear)
TAX STATEMENTS FOR THE REAL PROPERTY DESCRIBED IN THIS
INSTRUMENT SHOULD BE SENT TO:
(insert name and address of Grantee to whom tax statements should be sent)
City of Edina
4801 W. 50th St.
Edina, MN 55424
0
IJ'
A o r.5
vwv
Page 3 of 3 Minnesota Uniform Conveyancing Blanks Form 10.2.10
Exhibit A
Corporate Documentation
(see attached)
CERTIFICA rB OF AMENDMENT
OF
GERTMCATH OF INCORPORATION
OF
CONAGRA, INC.
COMAGRA, INC., a cotpmtion organized and existing under and by vutue of the
Gwavd Corporation Law of the State of Delaware, does hereby cerdfy:
FIRST; That at a meeting of the Board ofUrectors of CONAURA, INC., a
resolution was duly adopted setting forth aproposed amcndrnsm to the
Certificate of Incorporation of said corpotation. declaring said amendment
to be advisable and submitting said amendmew to a mceting of flu
stockholders of said corporation for considerafdo n thereof. The resolution
setting forth the proposed amcndmant is as follows;
"RESOLVED, that the Board ofDlreetors declare h advisablethat
ARITCLB I of the Certificate of Incorporation entitled'NANB'.' be
amcndad to read as follows to reflect a change in this corporation's name:
'ARTICLE 1
The name of the Corporation shall be ConAgra Foods, Im'
RESOLVED FURTHM that such amendment be submitted to the
stockholders of this corporation for 4ppr0val at the annual met6AS of the
stockholders to be held an September 28, 2000; and
RESOLVED 1• URTMM. that if and when the stocldbwlders bolding the
majority of the outstanding common stock of this co2porationhave voted
in favor of such axnczAment. the Chief Executive Officer or i Vice
President, and the Secretary or an Assistant Secretary. of this corporation
arc hereby authorized and directed to make, under the seal of Ibis
corporation, a certificate setting forth such amendment. and certifying that
such amendment has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware,
as amended, and to file such certificate in the office of the Secretary of
State of the State of Delaware, and much other offices as are appropriate:'
STA= Or Ar"MME
Slr-=rMr Or STASX
bzvrsroer or copucaw zws
FrIzo 03:00 M 0812812000
002468608 — 082888*
SECOND: That thereaftw, pursuant to resolution of its Board of Direetots, an annual
meet'mg of the shareholders of said corporation was duly callod and held,
upon notice in accordance with Sections 222 and 242 of the General
Corporation Lew ofthc State of Delaware on September 23,20M at
which meeting the necessary number of shares as required by statute wore
voted in favor of the ameadtrment
THIRD: That acid ameadmrat was duly adopted in accordance with the provisions
of Section 242 of The General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said CONAGRA, INC. has caused this Ccmflcatc to be
signed by BRUCE C. ROHDE, its Chief EXecudye OPAcer; and attested to by JAM MP.
P.
O'DONNELL, its Corporate Secretary, this � day of scptember, 2000.
CONAGRA, INC.
By:
BRUCE C. ROHDE
. Chief Executive Officer
AYMT:
State of Delaulime PAGE' i
Office of the Secretary of State
I.. EDWARD J. FREEL, SECIR.ETARY OF STATE OF THE. !.:,Tf-)TE OF
J)F7L.AWARE, DO HEREBY CERTIFY THE i'►TTACHED IS A TRUE' ANY) CCIRRFC'T
COPY OF THE (;ERTIFIC41TE, OF OWNERSHIP, WHICH MERGES.
'GOLDEU VALLE -oc A m I N M F ST.-Ill
CORPORATION S
WITH met 4TO NAGRA, INC. R - N E G'F
INC. A ATION OR(:,ANLr
AND EXIST. t E U44JS
THE T DEL �j,
A VED AlM.LE . N 1 0.:
tic -
TN Ty ST D T% mid6bb.- .-r n
TIFIE
CASTLE C
e
sd '
X93. 1847
HAS F. -
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'A R 1) If.7
idwcI
94164-
Edward J Frftl. Secretary of SLate
081 B944 BiOGM AUTHEMICAMON. 8267650
960389699 DATE: 12-31-96
OF
nvfamaaF rte••- '- '�'+�'"'
STA ?E C
SECRE Y OF STATE `wt�
pIV� ON 00 CORPORATIONS C���'ATE of O EV AND C1►
960389699 - 0818944 OF
GOLDEN VALLEY PAC$OW OR FOODS, U"C.
(A Mimmeaota Crporation)
ME
CONAGRk, INC-
(A Delaware C*rpor><tlon)
L
is GOLDF'N VALLEY MICROW'NVU FOODS,
The name of th�� aa. �of the samvia` � is CDNAG" 1MC.,
NC., a MiaacsoK
a DeUware Mporaticn.
1L
in mccor� with Sectiop 253 of the
CONAG" INC., a Dckw m'b C0�°r'ti°n, of the rasotution of its Board of
�wmn�a Corpomation Law, seta forth the folloo tb � day of May, 1�*'
DIxeCtOrs to w merge, such twIntion adopted
WBAS, CONAGRA, INC.
o,� 10096 of the out:taadin8 abarea of
GpI�FN VAIN IvIICAOWAVE FOODS, INC., a potation, AM
h=j"ftw lifmcd to as the "mambmadiary ",
WHERW I it is is the best interest of CONAGRA, INC. to merge the
. wb:idiarY into itself; and
a,��tBAS; it h:a been dctetm� that the laws of each jurisdict+w involved
permit such tnMOr-
pLVED that the subsidiary be merged ° CONAGxA, II�A
with Section 253 of the Delaware ComPotadw Law
` mediately is aceor law and that the officers of tha oorp��. AM
and other applicable to execuio, a�cknow�8° and file s
hereby am, suthodzed and directed MMU as may be a�ocessary and
of Ownership and Merge and each other elm jurudictioaL For accounting
Pmp,cr to effed mach merger is the aWsop
Puqvw, such meager will be effecdve May 31, 1996.w
DATED this � day of Novembac, 1996.
CONAGRA, INC.
W �4
z
1.
1 -41 f ;
3G -710 ate of M %nneso
to
SECRETARY OF STATE
CERTIFICATE OF MERGER
I, Joan Anderson Growe, Secretary of State of Minnesota, certify
that: the documents required to effectuate a merger between the entities
listed below and designating the surviving entity have been filed in this
office on the date noted on this certificate; and the qualification of the
individual merging entities to do business in Minnesota is terminated on.
the effective date of this merger.
Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A
State of Formation and Names of Merging Entities:
MN: GOLDEN VALLEY MICROWAVE FOODS, INC.
DE: CONAGRA, INC.
State of Formation and Name of Surviving Entity:
DE: CONAGRA, INC.
Effective Date of Merger: December 31, 1996
Name of Surviving Entity After Effective Date of Merger:
CONAGRA, INC.
This certificate has been issued on: December 31, 1996.
Secretary of State.
J
� 1
ARTICLES OF MERGER
OF
GOLDEN VALLEY MICROWAVE FOODS, INC.
0
CONAGRA, INC.
To the Secretary of State
State of Minnesota
Pursuant to the provisions of the .Minnesota Business Corporation Act governing the merger of
a domestic wholly -owned subsidiary corporation for profit into its foreign parent corporation for
profit, the forelp parent corporation hereinafter named does not hereby adopt the following
Articles of Merger.
I. Tire following is the Plan of Merger for merging Golden Valley Microwave Foods, Inc.
into ConAgra, Inc. as set forth in a resolution approved by ft- affirmative vote of the Board of
Directors of ConAgra, Inc. under the provisions of Section 302A.621 of the Minnesota Business
Corporation Act and pursuant to the applicable provisions of the, laws by which it is governed.
"1. The name of the subsidiary. corporation, which is a
corporation for profit organized under the laws of the State of
Minnesota, and which is subject to the provisions of the Minnesota
Business Corporation Act, is Golden Valley Microwave Foods,
Inc.
"2. The name of the parent corporation, which is a corporation
for profit organized under the laws of the State of Delaware, is
ConAgra, Inc.
"3. The issued shares of Golden Valley Microwave Foods, Inc.
shall not be converted in any manner, but each said share which
is issued as of the effective date of the merger shall be surrendered
and extinguished."
2. The number of outstanding shares of Golden Valley Microwave Foods, Inc. is
17,600,331, all of which are of one class, and all of which are owned by ConAgra, Inc.
3. ConAgra, Inc., as the holder of all of the outstanding shares of Golden Valley
Microwave Foods, Inc., waived the mailing of a copy of the Plan of Merger to itself.
0280I,6
1,1-8
4. The laws of the jurisdiction of organization of ConAgra, Inc. permit the merger of a
corporation for profit of another jurisdiction with and into a corporation for profit of the
jurisdiction of organization of ConAgra, Inc.; and the merger of Golden Valley Microwave
Foods, Inc. with and into ConAgra, Inc. is in compliance with the laws of the jurisdiction of
organization of ConAgra, Inc.
5. ConAgra, Inc. does hereby agree that it may be served with process in the State of
Minnesota in a proceeding for the enforcement of an obligation of Golden Valley Microwave
Foods, Inc. and ConAgra, Inc; and does hemby irrevocably appoint the Secretary of State of
Minnesota to accept service of process in any proceeding. The address to which process may
be forwarded is: One ConAgra Drive, Omaha, Nebraska 69102, attention Vice President,
Controller.
6. The merger of Golden valley Microwave Foods, Inc. into ConAgra, Inc. shall become
effective in the State of Minnesota on the date on which the Secretary of State of Minnesota files
these Articles of Merger.
I certify that I am authorized to execute this document and I further certify that I understand that
by signing this document, I am subject to the penalties of perjury as set forth in section 609.48
as if I bad signed this document under oath.
Executed on November J L, 1996.
CONAGRA, INC.
By: 0'--daz-
�khn L , Vice President, Tax
STATE OF MQNNUOTA
DEPARTMENT OF STA
FILED
DEC 311996
�Admi .6U.i
2 d' .r S$0VWY of Sure
c
c
STATE OF MINNESOTA
COUNTY OF HENNEPIN
City of Edina,
VS.
City of Bloomington and
Homart Development Co.,
It
MAY 2.8 2008 - - -
AT ADMINISTRATOR
Defendants.
DISTRICT COURT
TH JUDICIAL DISTRICT
Civil File No. 85 -17509
Case Type: Other
By Agreement dated November 15, 1985 (the "Agreement "), the City of Edina, the City
of Bloomington, the Metropolitan. Council and Homart Development Company C Homart")
agreed upon and - settled various issues and matters related to the above-entitled matter and
arising out of Homart's proposal to construct an office, retail and hotel complex in the northwest
quadrant of the I- 494/Fr9nee Avenue Interchange. The Agreement was approved by order of the
honorable Judge Delila Pierce dated and filed March 11, 1986, and was amended upon request of
the parties by the honorable Judge John Borg on May 8, 1987. The City of Edina, City of
Bloomington, Metropolitan Council, and the successor to Homart, 3901 Minnesota Drive, LLC,
now agree that the purposes for which the Agreement as amended was executed have been
fulfilled and seek to terminate the Agreement as amended by order of this Court. Based upon the
parties' Joint Motion to Terminate Settlement Agreement, the Affidavit of Jay R. Lindgren, and
the files, records, and proceedings herein, the Court has concluded that termination of the
Agreement is appropriate.
IT IS HEREBY ORDERED that the above referenced Agreement dated November 15,
1985 between the above parties is terminated.
Dated: -6r 0-W 2008
The lWonorable
2
4844- 2392 - 7442 \1 4/28/2008 4 :19 PM
f
CAMPBELL KNUTSON
May 15, 2009
Mr. Gordon Hughes
City of Edina
4801 West 50th Street
Edina, Minnesota 55424
Re: City of Edina — ConAgra Foods, Inc.
7450 Metro Boulevard
Dear Mr. Hughes:
Enclosed herewith for your file are copies of the following closing
documents in the above matter:
1.
Settlement Statement signed by the City;
2.
Settlement Statement signed by ConAgra;
CAMPBELL KNUTSON
May 15, 2009
Mr. Gordon Hughes
City of Edina
4801 West 50th Street
Edina, Minnesota 55424
Re: City of Edina — ConAgra Foods, Inc.
7450 Metro Boulevard
Dear Mr. Hughes:
Enclosed herewith for your file are copies of the following closing
documents in the above matter:
1.
Settlement Statement signed by the City;
2.
Settlement Statement signed by ConAgra;
3.
Owner's Proforma Policy of Title Insurance;
4.
Termination Agreement (fully executed);
5.
FIRPTA Affidavit signed by ConAgra;
6.
Limited Warranty Deed;
7.
Affidavit Regarding Corporation signed by ConAgra;
8.
Survey Affidavit signed by ConAgra; and
9.
ConAgra's Corporate Secretary's Certificate.
!0
Im';0
As soon as we received the recorded Termination Agreement and Limited
Warranty Deed, we will forward them to you.
Please note that the City is responsible for paying the 2nd half real estate
taxes that are due in October.
If you have any questions regarding the above, please give me a call.
AMP:cjh
Enclosure
Very truly yours,
Campbell Knutson
Professional Association
By:
Andrea McDowell Poehler
`�, r .xtr eyes
4 t, FitstAmetican Tide Insurance Company
National Commercial Services
1900 Midwest Plaza, 801 Nicollet Mall • Minneapolis, MN 55402 -2504
Settlement Statement
Amended: Tuesday May S, 2009 4:12 PM
Property: 7450 Metro Boulevard, Edina, MN File No: NCS- 306900- 1 -MPLS
Officer: Jordan Dunn/jad
New Loan No:
Settlement Date: 05/07/2009
Disbursement Date: 05/07/2009
Print Date: 5/5/2009, 4:12 PM
Buyer: City of Edina
Address: 4801 W. 50th Street, Edina, MN 55424
Seller: ConAgra Foods, Inc.
Address: One ConAgra Drive, Omaha, NE 68102
Bu Ver Charge.
Buyer Credit
Char a Descri tion
Seller Char a Seller Credt :.
Consideration: -
7,660 000.00
_
Total Consideration
7 600,000.00
Adiustments•
100,000.00
Earnest Money - --- _._. -. _.__ -.
-- ....__......,._..__..__._.... --
.._._- ..._._............__...- ._...
...._..._.......... - - -._._
__..._.- __..._.- --
1,511.12
..--- ----- --- - - -- -- ._- _.._..._.._.. -- _- - - - -- ._._..... ..._...__....._._
Prorations:
- - --- ..--._....... __.._......__._._..._- ..- - - - - -- - ..- -
09- 116 -21 -32 -0006 2009 RE Taxes 01/01/09 to 05/07/09
............ �.
- - - - - -- --
1,511.12
$4377.44
7,077.16
09- 116 -21 -32 -0007 2009 RE Taxes 01/01/09 to 05/07/09
7,077.16 I
29,089.56
x$20501-30 /yr - ... __............
09- 116 -21 -32 -0008 2009 RE Taxes 01/01109 to 05/07/09
29,089.56 I
30,357.22
(a $ 84267_ 38/ Yr ....... _..._ ......... _.....---- -.._...........--
09- 116 -21 -31 -0007 2009 RE Taxes 01/01/09 to 05/07/09
30,357.22'
$87939.56/
-
—
--
_.._.-- ._.._..__.......__._._-
- ----
__.__-
Title/Escrow Charges to:
�.- _.._..- ._._.- ..._..__. _...._...___._..._ _...__...._�.._- _.._.._._... —.- __._
Closing Fee - First American Title Insurance Company National
Commercial Services
Search and Exam Updates - First American Title Insurance
..---- ....- _.___...__.
750.00 I
- -
300.00
.... -- --... ..._....- .._.__._._.._._...._..
.- _..__ —.- - __.
Company National_Commercial Services. .... -........__.—..._...._.._..._......._....._
Assessment Search Updates -First American Title Insurance
.... _ ...... _...... a.. ..._..._____.._.........___....
120.00
- - _
Company National Commercial Services W-
Owner's Premium ($7,600,000.00) -First American Title
- __._._.._.- ..._._..._...___
6,080.00 _
Insurance Company National Commercial Services
_
70.00
_ —
Recording/Service Fees - First American Title Insurance
70 00
Company National Cop- ercial Services _ .......
State Deed Tax - First American Title Insurance Company
_ ...... _._._. -_._- _. _._._
25,840.00
National Commercial Services
Disbursements Paid:
------------ -. .... _ ... _..._._,_...__...__._..._..__ ........ _ ...... -
2,188.72
09- 116 -21 -32 -0006 - 1st Half 2009 Taxes to Hennepin County
Treasurer
10,250.65
_
09- 116 -21 -32 -0007 - I st Half 2009 Taxes to Hennepin County
42,133.69
Treasurer
__...._.....---....__-.__..._..._ _._._._..____.- .- ...... _........ --._._........__....-__._.._.__._._-.._.__,—..--
09- 116 -21 -32 -0008 - 1st Half 2009 Taxes to Hennepin County
43,969.78
Treasurer
09- 116 -21 -31 -0007 - 1st Half 2009 Taxes to Hennepin CountyI
Treasurer
I ..— -
-
-
7,530,577.78
Cash X From To Borrower -
Cash To From Seller
7,498 804.94
7,698,612.84
7,698,612.84
Totals
7,600,000.00 1 7,600,000.00
Initials:
Page 1 of 2
Continued From Page 1
Settlement Statement
Amended: Tuesday May 5, 2009 4:12 PM
Settlement Date: 05/07/2009
Print Date: 5/5/2009
BUYER(S):
City of Edina, a Minnesota munici al
co ation
Fe
Its:
File No: NCS- 306900- 1 -MPLS
officer: Jordan Dunn/jad
SELLER(S):
ConAgra Foods, Inc., a Delaware
corporation
By:
Its:
Page 2 of 2
��t Att E7tff
First American Title Insurance Company
National Commercial Services
r�lG 1900 Midwest Plaza, 801 Nicollet Mall -Minneapolis, MN 55402 -2504
Settlement Statement
Amended: Tuesday May 5, 2009 4:12 PM
Property: 7450 Metro Boulevard, Edina, MN File No: NCS- 306900- 1 -MPLS
Officer: Jordan Dunn/jad
New Loan No:
Settlement Date: 05/07/2009
Disbursement Date: 05/07/2009
Print Date: 5/5/2009,4:12 PM
Buyer: City of Edina
Address: 4801 W. 50th Street, Edina, MN 55424
Seller: ConAgra Foods, Inc.
Address: One ConAgra Drive, Omaha, NE 68102
Bu er i har E
Bu CC Credit
Char a Tiescri tiara
Seller Char a Seller Credit
Consideration:
7,600,000.00
Total Consideration V -
7,600,000.00
Ad ustments•
100,000.00
Earnest Money
_ ..........
_..... - ...._.__....._..-.. - -- - - - -- --
_-
- - -- ..........__._._.._._.....
-..... - ........ .... ._...__._._..__..._ .......... .... __ ....... -_ .... _ .... ..__..- ..._.__............._.
Prorations: ..................
.... _ ..... ,......_. ..... _._- ._..___._._......__...._.-
_.__..._.._._____..-----.....__..__..___....._...._..._.____._.
...__-----
1,511.12
__..._.._- ..___._.__. ..- - -- ..____. _._ --- ---_...._......._.__...___.. ..._....._
09- 116 -21 -32 -0006 2009 RE Taxes 01101109 to 05/07/09
1,511.12
(4$4377.44/yr
7,077.16
09- 116 -21 -32 -0007 2009 RE Taxes 01/01/09 to 05/07/09
7,077.16
o$2050130 /yr- ...........
.........
-
29,089.56
09- 116 -21 -32 -0008 2009 RE Taxes 01101109 to 05/07/09
29,089.56 1.
_@4267.3 __.__..........._.
30,357.22
09- 116 -21 -31 -0007 2009 RE Taxes 01101109 to 05/07/09
30,357.22 1
�$87939.56/yr
- - -- --
—
Title/Escrow Charges to:. -.__..-_.__...___. __...__.._.__.._..........._...
......
......... ..... ....... _.. - -- __......_ _._..._..- ..._._--- ......__. -..
___......_..._...._...__.._..____...._ ._..._.__...-- -_- __..__.. --._ -.
___ _.._.___.._._..... .... _....__._
._........ _. -_ --
-
Closing Fee - First American Title Insurance Company National
750.00 I
Commercial Services
- - -
Search and Exam Updates - First American Title Insurance
300.00
Company National Commercial Services _ _
Assessment Search Updates - First American Title Insurance
120.00
.
. .. ... ......
_. ..... _._._..._.....
Company National Commercial_ Services . .___._......_..___._—._....._..
_ -^ .._...__.....-- - - -- --
- �....._._._.__...._.........._ .
_.
Owner's Premium ($7,600,000.00) First American Title
6,080.00
-
Insurance Company National Commercial Services
-
70.00
Recording /Service Fees - First American Title Insurance
70.00
Company National Commercial Services _...__.......... . .... .._.._.._ .................._........................._......-._.
.._.._- .......__..- _..._.._.._.
State Deed Tax - First American Title Insurance Company
25,840.00
National Commercial Services
_— __.._____._..___.
.__ ... _ ...... .._.._._.__ - -..-
Disbursements Paid:
2,188.72
09- 116 -21 -32 -0006 - Ist Half 2009 Taxes to Hennepin County
Treasurer
__
- 10,250.65 _
_ _ --
09- 116 -21 -32 -0007 - 1st Half 2009 Taxes to Hennepin County
Treasurer ......_.....__....P........_...
__. ...__.......- ._..._....._._._.. - ..._�..
42,133.b9
............. .................-.--_._..-.....-_.._.....___....-.._.._......_.._..._....._..._.._.._-.__._._._.._........_......
09- 116 -21 -32 -0008 - 1st Half 2009 Taxes to Hennepin County
Treasurer ._..._...._- ......._
._.._....._- ------ -_ -._.
____...._....._ ---_.._...._._...._........._.___._.__...........____---------..-._____._..._.._.._____.
43,9b9.78
09- 116 -21 -31 -0007 - 1 st Half 2009 Taxes to Hennepin County
Treasurer
- -
- 7,530577.78
Cash From To Borrower
I
Cash To From Seller
7,498,804.94
7,698,612.84
7,698,612.84
1 Totals
7,600,000.00 1 7,600,000.00
Initials• Page I of 2
Continued From Page 1
Settlement Statement
Amended: Tuesday May 5, 2009 4:12 PM
Settlement Date: 05/07/2009
Print Date: 5/5/2009
BUYERS):
City of Edina, a Minnesota municipal
corporation
Sy:
Its:
File No: NCS- 306900 -1 -WLS
Officer: Jordan Dunn/jad
QS):
ConAgra Foods, Inc., a Delaware
corporation
r MR
VHMW%71-�
Page 2 of 2
Form No. 1402.06 ., R m = p, Policy Page 1
ALTA Owner's Policy (6- 17 -06) �'F '� Policy Number: 3069000
1100302PO50600
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
First American Title Insurance Company
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be
given to the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS
FROM COVERAGE CONTAINED IN SCHEDULE B AND THE
CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a
California corporation (the "Company') insures, as of Date of Policy
and, to the extent stated in Covered Risks 9 and 10, after Date of
Policy, against loss or damage, not exceeding the Amount of
Insurance, sustained or incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered
Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency,
incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a
transfer or conveyance;
(iii) a document affecting Title not properly created,
executed, witnessed, sealed, acknowledged, notarized, or
delivered;
(iv) failure to perform those acts necessary to create a
document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or
otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in
the Public Records including failure to perform those acts
by electronic means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the
Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or
adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the
Land. The term "encroachment" includes encroachments of
existing improvements located on the Land onto adjoining
land, and encroachments onto the Land of existing
improvements located on adjoining land.
Unmarketable Title.
No right of access to and from the Land.
The violation or enforcement of any law, ordinance, permit, or
governmental regulation (including those relating to building and
zoning) restricting, regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement
erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the
Public Records setting forth the violation or intention to enforce,
but only to the extent of the violation or enforcement referred to
in that notice.
An enforcement action based on the exercise of a governmentah
-
police power not covered by Covered Risk 5 if a notice of the
enforcement action, describing any part of the Land, is recorded
in the Public Records, but only to the extent of the enforcement
referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the
exercise, describing any part of the Land, is recorded in the
Public Records.
8. Any taking by a governmental body that has occurred and is
binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being
defective
(a) as a result of the avoidance in whole or in part, or from a
court order providing an alternative remedy, of a transfer of
all or any part of the title to or any interest in the Land
occurring prior to the transaction vesting Title as shown in
Schedule A because that prior transfer constituted a
fraudulent or preferential transfer under federal bankruptcy,
state insolvency, or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in
Schedule A constitutes a preferential transfer under federal
bankruptcy, state insolvency, or similar creditors' rights laws
by reason of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value
or to a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter
included in Covered Risks 1 through 9 that has been created or
attached or has been filed or recorded in the Public Records
subsequent to Date of Policy and prior to the recording of the
deed or other instrument of transfer in the Public Records that
vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees, and expenses
incurred in defense of any matter insured against by this policy, but
only to the extent provided in the Conditions.
First American Title Insurance Company
SY �"1 .eit�� PRESIDENT
ATTEST ` re / SECRETARY
wffecl
ffby -7, 20
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and
the Company will not pay loss or damage, costs, attorneys' fees, or expenses that
arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those
relating to building and zoning) restricting, regulating, prohibiting, or
relating to
(i) the occupancy, use, or enjoyment of the Land;
01) the character, dimensions, or location of any improvement erected on
the Land;
(iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental
regulations. This Exclusion 1(a) does not modify or limit the coverage provided
under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or
limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the
coverage provided under Covered Risk 7 or 8.
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 (however, this does not
modify or limit the coverage provided under Covered Risks 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the
Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency,
or similar creditors' rights laws, that the transaction vesting the Title as shown
in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this
policy.
5. Any lien on the Title for real estate taxes or assessments imposed by
governmental authority and created or attaching between Date of Policy and
the date of recording of the deed or other instrument of transfer in the Public
Records that vests Title as shown in Schedule A.
CONDITIONS
1. DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance ": The amount stated in Schedule A, as may be
increased or decreased by endorsement to this policy, increased by
Section 8(b), or decreased by Sections 10 and 11 of these Conditions.
(b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A.
(c) "Entity": A corporation, partnership, trust, limited liability company, or
other similar legal entity.
(d) "Insured ": The Insured named in Schedule A.
(i) The term "Insured" also includes
(A) successors to the Title of the Insured by operation of law as
distinguished from purchase, including heirs, devisees, survivors,
personal representatives, or next of kin;
(B) successors to an Insured by dissolution, merger, consolidation,
distribution, or reorganization;
(C) successors to an Insured by its conversion to another kind of
Entity;
(D) a grantee of an Insured under a deed delivered without
payment of actual valuable consideration conveying the Tide
(1) if the stock, shares, memberships, or other equity interests
of the grantee are wholly -owned by the named Insured,
(2) if the grantee wholly owns the named Insured,
(3) If the grantee is wholly -owned by an affiliated Entity of the
named Insured, provided the affiliated Entity and the
named Insured are both wholly -owned by the same person
or Entity, or
(4) if the grantee is a trustee or beneficiary of a trust created
by a written Instrument established by the Insured named
in Schedule A for estate planning purposes.
Policy Page 2
Policy Number: 3069000
(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights
and defenses as to any successor that the Company would have had
against any predecessor Insured.
(e) "Insured Claimant ": An Insured claiming loss or damage.
(f) "Knowledge" or "Known ": Actual knowledge, not constructive knowledge
or notice that may be imputed to an Insured by reason of the Public
Records or any other records that impart constructive notice of matters
affecting the Title.
(g) "Land ": The land described in Schedule A, and affixed improvements that
by law constitute real property. The term "Land" does not include any
property beyond the lines of the area described in Schedule A, nor any
right, title, interest, estate, or easement In abutting streets, roads,
avenues, alleys, lanes, ways, or waterways, but this does not modify or
limit the extent that a right of access to and from the Land is insured by
this policy.
(h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security
instrument, including one evidenced by electronic means authorized by
law.
(1) "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 Covered Risk 5(d), "Public Records" shall also include
environmental protection liens filed in the records of the clerk of the
United States District Court for the district where the Land is located.
(j) "Title ": The estate or interest described in Schedule A.
(k) "Unmarketable Title ": Title affected by an alleged or apparent matter that
would permit a prospective purchaser or lessee of the Title or lender on
the Title to be released from the obligation to purchase, lease, or lend if
there is a contractual condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of Policy in favor
of an Insured, but only so long as the Insured retains an estate or interest in the
Land, or holds an obligation 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 warranties in any transfer or conveyance of the Title. This policy shall not
continue in force in favor of any purchaser from the Insured of either (1) an estate
or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage
given to the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured shall notify the Company promptly In writing (1) in case of any
litigation as set forth in Section S(a) of these Conditions, (ii) in case Knowledge
shall come to an Insured hereunder of any claim of title or interest that is adverse
to the Title, as insured, and that might cause loss or damage for which the
Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is
rejected as Unmarketable Title. If the Company Is prejudiced by the failure of the
Insured Claimant to provide prompt notice, the Company's liability to the Insured
Claimant under the policy shall be reduced to the extent of the prejudice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of loss or
damage, the Company may, at its option, require as a condition of payment that
the Insured Claimant furnish a signed proof of loss. The proof of loss must describe
the defect, lien, encumbrance, or other matter insured against by this policy that
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.
S. DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the options contained
in Section 7 of these Conditions, 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 covered by this policy
adverse to the Insured. This obligation is limited to only those stated
causes of action alleging matters 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. It 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 that allege matters not Insured against by this policy.
(b) The Company shall have the right, in addition to the options contained in
nil
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
Section 7 of these Conditions, at its own cost, to institute and prosecute
any action or proceeding or to do any other act that in its opinion may be
necessary or desirable to establish the Title, 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 to the Insured. The exercise of these rights shall not be an
admission of liability or waiver of any provision of this policy. If the
Company exercises its rights under this subsection, it must do so
diligently.
(c) Whenever the Company brings an action or asserts a defense as required
or permitted by this policy, the Company may pursue the litigation to a
final determination by a court of competent jurisdiction, and it expressly
reserves the right, in its sole discretion, to appeal any adverse judgment
or order.
6. DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding and any
appeals, the Insured shall secure to the Company the right to so
prosecute or provide defense in the action or proceeding, including the
right to use, at its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the Company's
expense, shall give the Company all reasonable aid (i) in securing
evidence, obtaining witnesses, prosecuting or defending the action or
proceeding, or effecting settlement, and (ii) in any other lawful act that in
the opinion of the Company may be necessary or desirable to establish
the Title or any other matter as insured. If the Company is prejudiced by
the failure of the Insured to furnish the required cooperation, the
Company's obligations to the Insured under the policy shall terminate,
Including any liability or obligation to defend, prosecute, or continue any
litigation, with regard to the matter or matters requiring such
cooperation.
(b) The Company may reasonably require the Insured Claimant to submit to
examination under oath by any authorized representative of the Company
and to produce for examination, inspection, and copying, at such
reasonable times and places as may be designated by the authorized
representative of the Company, all records, in whatever medium
maintained, including books, ledgers, checks, memoranda,
correspondence, reports, e- mails, disks, tapes, and videos whether
bearing a date before or after Date of Policy, that 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 of these records in the custody or
control of a third party that 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 any reasonably requested information,
or grant permission to secure reasonably necessary information from third
parties as required in this subsection, unless prohibited by law or
governmental regulation, shall terminate any liability of the Company
under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION
OF LIABILITY
In case of a claim under this policy, the Company shall have the following
additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this policy
together with any costs, attorneys' fees, and expenses incurred by the
Insured Claimant that were authorized by the Company up to the time of
payment or tender of payment and that the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and
obligations of the Company to the Insured under this policy, other than to
make the payment required in this subsection, shall terminate, Including
any liability or obligation to defend, prosecute, or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With
the Insured Claimant.
(1) To pay or otherwise settle with other parties for or in the name of an
Insured Claimant any claim insured against under this policy. In
addition, the Company will pay any costs, attorneys' fees, and
expenses incurred by the Insured Claimant that were authorized by
the Company up to the time of payment and that 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 polity, together with any costs,
Policy Page 3
Policy Number: 3069000
attorneys' fees, and expenses incurred by the Insured Claimant that were
authorized by the Company up to the time of payment and that the
Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in
subsections (b)(1) 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.
S. 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.
(a) The extent of liability of the Company for loss or damage under this policy
shall not exceed the lesser of
(1) the Amount of Insurance; or
(ii) the difference between the value of the Title as Insured and the value
of the Title subject to the risk insured against by this policy.
(b) If the Company pursues its rights under Section 5 of these Conditions and
is unsuccessful in establishing the Title, as Insured,
(1) the Amount of Insurance shall be increased by 10 %, and
(ii) the Insured Claimant shall have the right to have the loss or damage
determined either as of the date the claim was made by the Insured
Claimant or as of the date it is settled and paid.
(c) In addition to the extent of liability under (a) and (b), the Company will
also pay those costs, attorneys' fees, and expenses incurred in accordance
with Sections 5 and 7 of these Conditions.
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 Unmarketable Title, all as insured, in a
reasonably diligent manner by any method, including litigation and the
completion of any appeals, it shall have fully performed its obligations
with respect to that matter and shall not be liable for any loss or damage
caused to the Insured.
(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, adverse to the Title,
as insured.
(c) The Company shall not be liable for loss or damage to the Insured for
liability voluntarily assumed by the Insured in settling any claim or suit
without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF
LIABILITY
All payments under this policy, except payments made for costs, attorneys'
fees, and expenses, shall reduce the Amount of Insurance by the amount of the
payment.
11. LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the Company pays
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 executed
by an Insured after Date of Policy and which is a charge or lien on the Title, and
the amount so paid shall be deemed a payment to the Insured under this policy.
12. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely fixed in
accordance with these Conditions, the payment shall be made within 30 days.
13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT
(a) Whenever the Company shall have settled and paid a claim under this
policy, it shall be subrogated and entitled to the rights of the Insured
Claimant in the Title and all other rights and remedies in respect to the
claim that the Insured Claimant has against any person or property, to the
extent of the amount of any loss, costs, attorneys' fees, and expenses
paid by the Company. If requested by the Company, the Insured Claimant
shall execute documents to evidence the transfer to the Company of these
rights and remedies. 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 and remedies.
If a payment on account of a claim does not fully cover the loss of the
Insured Claimant, the Company shall defer the exercise of Its right to
recover until after the Insured Claimant shall have recovered Its loss.
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
(b) The Company's right of subrogation includes the rights of the Insured to
indemnities, guaranties, other policies of insurance, or bonds,
notwithstanding any terms or conditions contained in those Instruments
that address subrogation rights.
14. ARBITRATION
Either the Company or the Insured may demand that the claim or controversy
shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of
the American Land Title Association (" Rules'. Except as provided in the Rules,
there shall be no joinder or consolidation with claims or controversies of other
persons. 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 in connection with its issuance or the breach of a policy
provision, or to any other controversy or claim arising out of the transaction giving
rise to this policy. All arbitrable matters when the Amount of Insurance is
$2,000,000 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
$2,000,000 shall be arbitrated only when agreed to by both the Company and the
Insured. Arbitration pursuant to this policy and under the Rules shall be binding
upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be
entered in any court of competent jurisdiction.
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT
(a) This policy together with all endorsements, if any, attached to it 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 that arises out of the status of the Title or by
any action asserting such claim shall be restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in writing and
authenticated by an authorized person, or expressly incorporated by
Schedule A of this policy.
Policy Page 4
Policy Number: 3069000
(d) Each endorsement to this policy issued at any time is made a part of this
policy and is subject to all of its terms and provisions. Except as the
endorsement expressly states, it does not (i) modify any of the terms and
provisions of the policy, (11) modify any prior endorsement, (ill) extend the
Date of Policy, or (iv) increase the Amount of Insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or
unenforceable under applicable law, the policy shall be deemed not to include that
provision or such part held to be Invalid, but all other provisions shall remain in full
force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has underwritten
the risks covered by this policy and determined the premium charged
therefore in reliance upon the law affecting Interests in real property and
applicable to the interpretation, rights, remedies, or enforcement of
policies of title insurance of the jurisdiction where the Land is located.
Therefore, the court or an arbitrator shall apply the law of the jurisdiction
where the Land is located to determine the validity of claims against the
Title that are adverse to the Insured and to interpret and enforce the
terms of this policy. In neither case shall the court or arbitrator apply Its
conflicts of law principles to determine the applicable law.
(b) Choice of Forum: Any litigation or other proceeding brought by the
Insured against the Company must be filed only in a state or federal court
within the United States of America or its territories having appropriate
jurisdiction.
18. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing required to be
given to the Company under this policy must be given to the Company at 1 First
American Way, Santa Ana, CA 92707, Attn: Claims Department.
POLICY OF TITLE INSURANCE
C, -1 AMFAt y,
0
First American Title Insurance Company
Form No. 1402.06 Polity Page 5
ALTA Owner's Policy (6- 17 -06) Policy Number: 3069000
SCHEDULE A
First American Title Insurance Company
Name and Address of Title Insurance Company:
First American Title Insurance Company
1 First American Way
Santa Ana, CA 92707
File No.: NCS- 306900 -MPLS Policy No.: 3069000
Address Reference: 7450 Metro Boulevard, Edina, MN
Amount of Insurance: $7,600,000.00
Date of Policy: Date of recording at time of recording
1. Name of Insured:
City of Edina, a Minnesota municipal corporation
2. The estate or interest in the Land that is insured by this policy is:
Fee Simple
3. Title is vested in:
City of Edina, a Minnesota municipal corporation
4. The Land referred to in this policy is described as follows:
Real property in the City of Edina, County of Hennepin, State of Minnesota, described as follows:
The easterly 55 feet of Lot 3, and all of Lots 4, 5, and 6, Block 5, Edina Interchange Center,
according to the recorded plat thereof, Hennepin County, Minnesota.
(abstract property)
First American Title Insurance Company
n -1
wil
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
File No.: NCS- 306900 -MPLS
SCHEDULE B
Policy No.: 3069000
EXCEPTIONS FROM COVERAGE
Policy Page 6
Policy Number: 3069000
This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees,
or expenses that arise by reason of:
1. Real estate taxes for the second half of the year 2009 and subsequent periods.
2. Utility and drainage easements over the South 10 feet as shown on the recorded plat of Edina
Interchange Center
3. Electric easement, appurtenances thereto and rights including access rights in favor of Northern
States Power Company, a Minnesota corporation, as contained in Underground Easement dated
September 9, 1965, recorded December 3, 1965 in Book 2523 of Deeds, page 137 as Document
No. 3578083.
4. Non- exclusive easement for utility purposes in favor of the City of Edina and the terms,
conditions, provisions and agreements as contained in Easement for Utility Purposes dated
October 15, 2003, recorded November 12, 2003 as Document No. 8221222.
5. The following matters as shown on the survey prepared by Schoell Madson, Project No. 64613-
001, dated August 22, 2007:
a. Railroad spur track, ownership unknown, located on the southwesterly side of the land over
part of said Lots 3 and 4.
b. Retaining wall, ownership unknown, located on the southerly and easterly side of the land
over part of said Lot 6.
c. Unknown manhole, ownership unknown, located on the southerly side of the land on said Lot
5.
d. Concrete surface, ownership unknown, located on the south side of the land on said Lot 6 and
the property adjoining the land to the south.
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6- 17 -06)
F.A. Special
Lack of Signatures
ENDORSEMENT
Attached to Policy No. 3069000
Issued By
First American Title Insurance Company
Policy Page 7
Policy Number: 3069000
The Company hereby assures the Insured that the Company will not deny liability under the policy or any
endorsements issued therewith solely on the grounds that the policy and /or endorsement(s) were issued
electronically and /or lack signatures in accordance with Paragraph 15 (c) of the Conditions.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
ey PRESIDENT
ATTEST
SWAE t
First American Title Insurance Company
Termination Agreement
This Termination Agreement is entered into on this 7t' day of May, 2009, by and between
ConAgra Foods, Inc., a Delaware corporation ( "ConAgra "), successor by merger to Golden Valley
Microwave Foods, Inc., a Minnesota corporation, and City of Edina, a Minnesota municipal corporation
( "Edina ").
Recitals
A. ConAgra and Edina entered into an agreement ( "Agreement ") dated February 4, 1988, and
recorded on February 19, 1998 as Document No. 5379070 relating to the real property legally
described in Exhibit A.
B. ConAgra and Edina wish to terminate the Agreement as provided herein.
In consideration of the above recitals and for good and sufficient consideration the receipt of
which is acknowledged by the parties hereto, ConAgra and Edina agreed as follows:
1. The Agreement shall terminate upon Edina acquiring title to the Property.
2. Following the termination, the parties and their respective successors and assigns shall have no
further right, privilege, obligation or liability relating to or arising from the Agreement.
3. Except for variances for parking, Edina acknowledges that termination of the Agreement may
result in the termination of certain permits and variances relating to the Property. Edina agrees to
indemnify and hold ConAgra harmless for any and all liability relating to the termination of the permits
and variances.
Signed on this q day of May 2009
ConAgra Foods, Inc.,
a Delaware corporation,
State of 6 po s Ice-)
) ss.
County of 00 u 0- )
t �h
The foregoing instrument was acknowledged before me on this day of May, 2009, by
?Mh (+ �c9_i� s u t as V P- )Zeal ZS f�1'� i oL a �i fie S on behalf of the
ConAgra Foods, Inc., a Delaware corporation.
Notary Public
[Signature of City of Edina on following page] GEM t �ypTj�. She a
MARIANNE A RE NERS
my � Aug. 28, 2012
City of Edina,
a Minnesota munic' pat c4
By:
Printed e:
Title:
State of Minnesota )
) ss.
County of Hennepin )
S
The foregoing instrument was acknowledged before me on this 'day of May, 2009, by
&*6 —o,, I—,,H t,,Gk -eS as �bj ! VkA Y\a- � f� on behalf of the
City of Edina, a m icipal corporation.
This instrument was drafted by:
Christopher Aupperle
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102
Notary Public
CANDICE L. F'EDLER
Notary PublicMinnesota
' My Corort"W E7tn3e Jon 31, 2010
-,•
Exhibit A
Legal Description
Lots 4, 5, and 6, Block 5, Edina Interchange Center, according to the recorded plat thereof, Hennepin
County, Minnesota.
SELLER'S CERTIFICATION UNDER
FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ( "FIRPTA ")
(26 U.S.C. 1445)
File No: NCS- 306900 -MPLS
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must
withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of
a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor
of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required
upon the disposition of a U.S. real property interest by CONAGRA FOODS, INC., a Delaware corporation
( "Transferor "), the undersigned hereby certifies the following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax Regulations);
2. Transferor is not a disregarded entity as defined in Section 1.1445- 2(b)(2)(iii);
3. Transferor's U.S. employer identification number is 47- 0248710;
4. Transferor's office address is One ConAgra Drive, Omaha, NE 68102.
Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee
and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge
and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on
behalf of Transferor.
Dated this 7th day of May, 2009.
CONAGRA FOODS, INC., a Delaware
corporation
i �IT1190!, r
Page 1 of 1
IF YOU HAVE QUESTIONS OR CONCERNS ABOUT THIS DOCUMENT
PLEASE CONSULT YOUR LEGAL COUNSEL OR TAX ADVISOR
BEFORE EXECUTING OR ACCEPTING THIS DOCUMENT.
(Top 3 Inches Reserved for Recording Data)
LIMITED WARRANTY DEED Except Assessments Minnesota Uniform Conveyancing Blanks
Business Entity to Business Entity Form 10.2.10 (2006)
DEED TAX DUE: $
DATE: MaV 7 ► 26O g
(f riontt✓day/year)
FOR VALUABLE CONSIDERATION, ConAgra Foods Inc., a Delaware corporation, successor by merger to Golden Valley Microwave
Foods, Inc. a Minnesota corporation, as evidenced by the corporate documentation attached hereto as Exhibit A ( "Grantor "), hereby
conveys and quitclaims to City of Edina, a Minnesota municipal corporation, ( "Grantee ") real property in Hennepin County, Minnesota,
together with all hereditaments and appurtenances thereto, and legally described as follows:
The easterly 55 feet of Lot 3, and all of Lots 4, 5 and 6, Block 5, Edina Interchange Center, according to
the recorded plat thereof, Hennepin County, Minnesota.
Check here if part or all of the described real property is Registered (Torrens) ❑
This Deed conveys after - acquired title. Grantor warrants that Grantor has not done or suffered anything to encumber the property, EXCEPT:
Current taxes and assessments which are a lien not yet delinquent;
Any matter of record or not of record that any way affects title to the property which resulted from the acts or omissions of Purchaser;
Applicable laws, regulations, zoning regulations and ordinances, whether federal, state or local; and
Easements, rights-of-way, reservations, covenants and restrictions of record.
Check applicable box.
® 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.
Grantor
CONAGRA FOODS, INC,
a Delaware corporation
BY
�signe-:Ica t 8J ►111\ _ t.
Its: Dr
(type of authority)
Face 111 }ies
Page 1 of 3
�r z
Page 2 of 3 Minnesota Uniform Conveyancing Blanks Form 10.2.10
State of -fiGb fas k0. , County of D a I& a5
This instrument was acknowledged before me on May 2009, by
of ConAgra Foods, Inc. a Delaware corporation, on behalf of the corporation
(Seal, if any)
NOT - Wei NebrNM
MARIANNE A. FEINIEAS
�Y��26 3011
THIS INSTRUMENT WAS DRAFTED BY:
(insert name and address)
Christopher Aupperle
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, NE 68102
des G. ok4l, the Vice Pres►denf
(Lea 1 F75-( tite ; Faal t l't"
(signature f notarial officer)
Title (and Rank): QQNotary Public
My commission expires:
(montivdaylyear)
TAX STATEMENTS FOR THE REAL PROPERTY DESCRIBED IN THIS
INSTRUMENT SHOULD BE SENT TO:
(insert name and address of Grantee to whom tax statements should be sent)
City of Edina
4801 W. 50th St.
Edina, MN 55424
Pagel of 3 Minnesota Uniform Conveyancing Blanks Form 10.2.10
Exhibit A
Corporate Documentation
(see attached)
CERTII ICA rl-; OF AbZNDbFNT
OF
CERTIMATH OF WCORPORATION
OF
CONAGRA► INC.
CONAGRA, INC., a aorpmiiop wganized and existing under and by virtue of the
Genwal Corporation Law of the S ate of Delaware, dots hereby cerdfp:
FIRST; ?bat at a meeting of the Board ofDlrectors of CONAURA. INC.. it.
resolution wet duly adopted setting forth a proposed amcudment to the
Certificate of Incorporation of said corponWoa, declaring said amendwant
to be advisable and submitting said ameadmew to a. mccft of the
stockholders of *aid corporation for consideration thereof. The row1u6cm
setting forth the proposed amcndmaant Is as follows:
'TXSOLVBD, that the Board ofDlrectoss declare it advisable *4
ARTTCLB I of the Certificate of Incorporation entitled'NANW be
Amcoded to read as follows to reflect a chatlSe in this corporation's name:
'ARTICLE I
The name of the Corporation sball be ConAgn Foods, Im'
RESOLVED rURIHER, that such amandmcut be submitted to the
stockholders of this corpora8on for approval at tba annual meeting of the
stoekltoldors to be held on September 28, 2OW, and
RESOLVED FURTHER. that if and when the stockholders boldlM the
majority of the outstanding common stock of this corporadanhave vftd
in favor of stuh amendment~ the Chief Executive Officer or a Vice
President, and the Secretary or an Assistant Secretary, of this corporation
are hereby authorized And direetcd to make, under -the seal of tbls
corporation, a cerdfaoaw setting forth such amendment, and cerfting that
such =endment bas been duly adopted in accordance with The provisioox
of Section 242 of the Genera} Corporation Law of the State of Delavwv.
as amended, and to file such certificate in the office of the Sectetrwry of
Stale of tbv Stan of Delaware, and such other offices as are appropriate."
STA= OF DEXAVARZ
SKCRSrAR r Or SrAZZ
DZVr3r0M or CORPOR.l1'I WS
FZLW 03100 JW 09/28!7000
00,1489608 - 08181044
SECOND: That fherea@er, pursuant to zesolation of its Hoard of Directota. an annual
meedAg of the shareholders of said corporation was duly called and held,
upon notice in accordance with Sections 222 and 242 of the General
Corporation Lew of the State of Delaware on September 28, 2000 at
winch meeting the necV;ury Auaber of shares as required by statute were
voted in favor of the amendment
THIRD; That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delawaze.
IN WITNESS WHEREOF, said CONACRA, INC has caused this Certificate to bc
signed by BRUCE C. ROHDE; its Chief Exccudye` OfAcer; cold attested to by JAMES P.
O'DON HELL, its Corporaw Secretary, this day of September, 2000.
CONAGRA, INC.
r
By:
BRUCE C. ROHDE
:Chief Executive OfAoer
AYMT:
k I& ►� �'
• r
1f: • • • 71
State of Delausitre PAGE i
Office of the Secretary of State
I. EDWARD J. FREEL , SECRETARY OF STATE OF THE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE: AND CnRREC,'T
COPY OF THE CLRTIFICATIE. OF OWNERSHIP, WHICH ME*F'kl','E,c;.
'GOLDEN VALLE .0W AVE FOC A m 1 U N E S (Yrit,
CORPORATION E ss
WITH N TO NAGRA, INC.' R N E OF
INC. A C ATION ORGAN q-q AND EXIST. E THE L-i.'iW", % T I" a i
I HE T D E L AgMS . A stll.� -. VFD .11 r 7-�j rir.ri-,r. i--;-
TH y ST D ig -1
TIFIED
TI CASTLE
W ��
8 4 7
9
S B.
RE: C
O 'ARDFU 1*61
N
Edward J Fifti. Secretary of State
M8744 BiOOM AUTHENITCAMON. 8267650
9603B9699 DAM 12-31-96
STATE. @C APTd_MRF .. --„w.. ..r. .ti+r•�t• i ../+n7"!E�"�sn."""..._......_.
SECRETARY OF STATE '�,n� ��p
DIVA OM 00 ORPOPA �96 CUTMCA'M OF OWNE"UR AND MERGER
960389699 - 0818944
OF
G,OI,DEN VALLEY M1CWWAVE MODS, INC.
(A M1000" Corporation)
ME
CONAGRA, INC-
(A Delaware c4rp0411tion)
L
y'MIt ROW `YS FOODS,
lu name of tho merging corpo is GOLD vi VALLE is CON �AGRA, INC--
INC., a Minticaota corpo"°n• TI a n+u� of the surviving
a Delawaro co'POration,
IL
�h S�qn 253 of the
CONAGRA, IldC., a Dalawara corporatim+, in of lu� of. it's Bow of
aware Corpo�° Law, sets forth the folloow � � Y Y of MsY, 1996:
L)i:octnra m w merge, such smohndon adopted ouutuwbg sham of
�V(S, CONAGRA, INC. owns
1pp96 of the
GOLDRN VAI.i•� MICROWAVE FOODS, INC., a
MreinaW rcferrad to as the "subsidiary and
it is in the best int mst of CONAGRA, INC. to merge fire
subsidiary into itself; and
WH R W;0 h has been determined that the laws of each jurisdiction involved
Permit such mew-
VIM OLVIM that the sutWdituy be n►erged into CONAGRA, INC.
With Secdon 253 of the Ddaware Corpora Law
immodiaWy in a000rdanm Wi and that the otincem of the eorp� be, �
and am, authorized and directed to exocute. R&Oowlodge and ft a Ctzdficft
MW such other' docu
Y menta as may be aaes.m7 Od
of Ownership and MC4 the appropriate jw1s��ML >?or accounting
proper to effod such sau8 31, 1996."
pu�w, saa merger will be effecdva May
DATED this X day of November, 1996.
CONAGRA, INC.
ATTwr: .
BY' ffi �l ej. , Vim +r
SUE gApBE1tG, Ass' Y
3G -710 a of Minrt� z`��. E:
SECRETARY OF STATE --
CERTIFICATE OF MERGER
I, Joan Anderson Growe, Secretary of State of Minnesota, certify
that: the documents required to effectuate a merger between the entities
listed below and designating the surviving entity have been filed in this
office on the date noted on this certificate; and the qualification of the
individual merging entities to do business in Minnesota is terminated on.
the effective date of this merger.
Merger Filed Pursuant to Minnesota Statutes, Chapter: 302A
State of Formation and Names of Merging Entities:
MN: GOLDEN VALLEY MICROWAVE FOODS, INC.
DE: CONAGRA, INC.
State of Formation and Name of Surviving Entity:
DE: CONAGRA, INC.
Effective Date of Merger: December 31, 1996
Name of Surviving Entity After Effective Date of Merger:
CONAGRA, INC.
This certificate has been issued on: December 31, 1996.
Secretary of State.
1 1417
ARTICLES OF MERGER
OF
GOLDEN VALLEY MICROWAVE FOODS, INC.
CONAGRA, INC.
To the Secretary of State
State of Minnesota
Pursuant to the provisions of the Minnesota Business Corporation Act governing the merger of
a domestic wholly -owned subsidiary corporation for profit into its foreign-parent eotporadon for '
profit, the foreign patent corporation hereinafter named does not hereby adopt the following
Articles of Merger.
I. The following is the Plan of Merger for merging Golden Valley Microwave Foods, Inc.
into ConAgra, Inc. as set forth. in a resolution approved by the-affirmative vote of the Board of
Directors of ConAgra, Inc. under the provisions of Section 302A.621 of the Minnesota Business
Corporation Act and pursuant to the applicable provisions of the laws by which it is governed.
01. The name of the subsidiary _ corporation, which is a
corporation for profit organized under the laws of the State of
Minnesota, and which is subject to the provisions of the Minnesota
Business Corporation Act, is Golden Valley Microwave Foods,
Inc.
"2. The name of the parent corporation, which is a corporation
for profit organized under the laws of the State of Delaware, is
ConAgra, Inc.
"3. The issued shares of Golden Valley Microwave Foods, Inc. '
shall not be converted in any manner, but each said share which
is issued as of the effective date of the merger shall be surrendered
and extinguished."
2. The number of outstanding shares of Golden Valley Microwave Foods, Inc. is
17,600,331, all of which are of one class, and all of which are owned by ConAgra, Inc.
3. ConAgra, Inc., as the holder of all of the outstanding shares of Golden Valley
Microwave Foods, Inc., waived the mailing of a copy of the Plan of Merger to itself.
0280j,s
11118
4. The laws of the jurisdiction of organization of ConAgra, Inc. permit the merger of a
corporation for profit of another jurisdiction with and into a corporation for profit of the
jurisdiction of organization of ConAgra, Inc.; and the merger of Golden Valley Microwave
Foods, Inc. with and into ConAgra, Inc. is in compliance with the laws of the jurisdiction of
organization of ConAgra, Inc.
5. ConAgra, Inc. does hereby agree that it may be served with process in the State of
Minnesota in a proceeding for the enforcement of an obligation of Golden Valley Microwave
Foods, Inc. and ConAgra, Inc; and does hereby irrevocably appoint the Secretaary of State of
Minnesota to accept service of process in any proceeding. The address to which process may
be forwarded is: One ConAgra Drive, Omaha, Nebraska 68102, attention Vice President,
Controller.
6. The merger of Golden Valley Microwave Foods, Inc. into ConAgra, Inc. shall become
effective in the State of Minnesota on the date on which the Secretary of State of Minnesota files
these Articles of Merger.
I certify that I am authorized to execute this document and I further certify that I understand that
by signing this document, I am subject to the penalties of perjury as set forth in section 609.48
as if I had signed this document. under oath.
Executed on November Jam, 1996.
CONAGRA, INC.
r
STATE OF M( NNESOTA
WAATMENT OF STA
BLED
DEC 311996
I,-W4aft&'W
2 5oanbW of Sbts
Affidavit ReLrardinz Corporation
STATE OF Js/ebr�gsl�a )
ss.
COUNTY OF Z-� u )
m es_ G, t> o LA J Q— , being first duly sworn, on oath says that:
1. He /She is the Vice �Pes.degfcJP Real fs4,-k of CONAGRA FOODS, INC., a
Delaware corporation ( "Corporation "), the corporation named as Grantor in the
Limited Warranty Deed dated May 7, 2009, recorded , 2009, in as
Document No. in the Office of the County Recorder
for Hennepin County, Minnesota.
2. The Corporation's principal place of business is at One ConAgra Drive, Omaha,
Nebraska 68102 and the Corporation's previous principal place(s) of business
during the past ten years (has) (have) been at:
3. There have been no:
a. Bankruptcy or dissolution proceedings involving the Corporation
during the time the Corporation has had any interest in the premises
described in the above document ( "Premises ");
b. Unsatisfied judgments of record against the Corporation nor any
actions pending in any courts, which affect the Premises;
C. Tax liens filed against the Corporation; except as herein stated:
4. Any bankruptcy or dissolution proceedings of record against corporations with the
same or similar names, during the time period in which the Corporation had any
interest in the Premises, are not against the Corporation.
5. Any judgments or tax liens of record against corporations with the same or similar
names are not against the Corporation.
6. There has been no labor or materials furnished to the Premises for which payment
has not been made.
7. There are no unrecorded contracts, leases, easements or other agreements or
interests relating to the Premises except as stated herein ( "NONE" unless
otherwise stated):
8. There are no persons in possession of any portion of the Premises other than
pursuant to a recorded document except as stated herein ( "NONE" unless
otherwise stated):
9. There are no encroachments or boundary line questions affecting the Premises of
which Affiant has knowledge, except as shown on the ALTAIACSM Land Title
Survey prepared by Schoell Madson, Project No. 64613 -001, dated August 22,
2007.
Affiant knows the matters herein stated are true and makes this Affidavit for the
purpose of inducing First American Title Insurance Company to issue its policy of title
insurance to the City of Edina.
CONAGRA FOODS, INC., a Delaware corporation
•nom � IN AW r Y
-k
Subscribed and sworn to before me this day of
May, 2009.
SIGNATURE OF NOTARY PUBLIC OR OTHER OFFICIAL
NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK)
WOK NOTARY - SWe Of Nebrub
MARIANNE A. REINERS
MY Comm fop. ALS 26, 2012
THIS INSTRUMENT WAS DRAFTED BY:
First American Title Insurance Company
National Commercial Services
1900 Midwest Plaza
801 Nicollet Mall
Minneapolis, MN 55402 -2504
NCS- 306900 - MPLS /jad
SURVEY AFFIDAVIT
STATE OF NEBRASKA. )
ss.
COUNTY OF DOUGLAS )
Before me, the undersigned authority, on this day personally appeared James G. Doyle, the
Vice President of Real Estate & Facilities of CONAGRA FOODS, INC., a Delaware corporation
( "Company"), who upon oath, deposed and stated as follows:
The Company is the owner of the property located in Edina, Minnesota, and legally
described on Exhibit A attached hereto and incorporated herein by reference
( "Property").
2. That as the Vice President of Real Estate & Facilities for the Company, he is
familiar with a survey of the Property made by prepared by Schoell Madson dated
August 22, 2007, Project No. 64613 -001.
That as the Vice President of Real Estate & Facilities for the Company, he is familiar
with the Property and there have been no changes in the lines of the Property since
the date of said survey or in the buildings, fences, driveways and other improvements
shown on the survey, there have been no changes to any easements located on the
Property and no buildings, fences, driveways or other improvements have been
constructed on adjoining premises since the date of said survey which encroach onto
the Property, except as follows: None.
4. To the best of the knowledge of the undersigned, the Property conforms in all
particulars with the state of facts shown in the aforementioned survey. Accordingly,
to the best of the knowledge of the undersigned, if a site visit of the Property as of the
date of this Survey Affidavit, no material changes would be reflected thereon, from
and after August 22, 2007, except as set forth in paragraph 3 above.
This affidavit is made to induce First American Title Insurance Company ("FATIC ")
to issue its policy of title insurance under its file number NCS- 306900 -MPLS
covering the Property without requiring a current site visit of the Property.
The undersigned, as an authorized representative of the Company covenants and
agrees that the Company will fully indemnify FATIC from and against all loss,
liability, damages and attorney' s fees incurred by FATIC in the event the assurances
contained in this affidavit shall prove to be inaccurate.
CONAGRA FOODS, INC., a
Delaware corporation
B
Its:
STATE OF NEBRASKA
ss.
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged before me on this � day of May, 2009, by
James G. Doyle, the Vice President of Real Estate & Facilities for CONAGRA FOODS, INC., a
Delaware corporation, on behalf of the company.
GENERAI. NOTARY • State of Nebraska Notary Public
MARIANNE A. REINERS �y
Myeaen Exp.Aug.28, 2at2 My Commission Expires:
Exhibit A
Property
The easterly 55 feet of Lot 3, and all of Lots 4, 5, and 6, Block 5, Edina Interchange Center,
according to the recorded plat thereof, Hennepin County, Minnesota.
CONAGRA FOODS, INC.
Corporate Secretary's Certificate
I, Colleen Batcheler, hereby certify that I am the Corporate Secretary of ConAgra Foods, Inc., a
Delaware corporation, ( "Company "), and being familiar with the facts herein, do certify as
follows:
A. ConAgra Foods, Inc. is the owner of record of certain real property located at 7450 Metro
Boulevard in the town of Edina within the State of Minnesota. The sale of this property
to the City of Edina, has been approved by all necessary corporate action of the Company
and such approval remains in full effect as of the date hereof.
B. Each person listed below is an officer of the Company, and as such, each is duly
authorized to execute and deliver for the Company, individually, all documents required
to complete the transaction.
Name Office of ConAgra Foods, Inc.
Scott E. Messel Senior Vice President, Treasurer and Assistant Secretary
James G. Doyle Vice President, Real Estate & Facilities
Colleen Batcheler Senior Vice President, General Counsel and Corporate
Secretary
IN WITNESS WHEREOF, I have subscribed my name as Corporate Secretary of ConAgra Foods,
Inc. this 1" day of May, 2009.
STATE OF NEBRASKA
0
COUNTY OF DOUGLAS
Colleen Batcheler
Corporate Secretary
On this 1st day of May, 2009 before me, the undersigned, a Notary Public in the State of
Nebraska, personally appeared Colleen Batcheler to me known to be the identical person named
in and who executed the foregoing instrument, and acknowledged that she executed the same as
her voluntary act and deed.
pt�.9�e�Na Notary Public
MARWMIE A. PBNMS
MftaonwE i4g 20.2012
4'.
14 - 2 :: ='.�1 t?5 '�g697F; AN Ftil.L" TION S;IkNTRIsl.. '� tire=
Minnesota pollution Control Agency a T,Y ,W,.P'3.513AQMMU5
y�Q'xfayetteR03tf N,�rth i 5 *..°aLCMN 55155.404 55? °?3b 6 "sOC {kJ.?fi`? .336
January 30, 2009
'Mr. Jim Doyle
Vice president of Real Estate &. Facilities
ConAgra Foods Packaged Foods, LLC
Five ConAgra Drive
Omaha. NE 68102 -5001
Mr. Wayne Houle
City of Edina
4801 West 50"' St
Edina, MN 55424 -1394
RE: ConAgra Foods- Edina,'7450 Metro Boulevard, Edina 55439
MPCA project Number VP25120
No Action Determinatior.
Dear Mr.Doyle and Mr. Houle:
The Minnesota Pollution Control Agency (MPCA) staff the Voluntary Investigation and
Cleanup (VIC) li nit has been requested to provide a No Action Deterntirlation for releases
identified at the ConAgra Foods- Edina site, located at the address referenced alcove (the Site).
The MPCA stab has reviewed the information submitted for the Site. The Site has been used for
various commercial purpascs. In 1986 it began being used as a food processing facdiry. Most
recently. the Site leas been used As a microwave popcorn production facihtv and office space.
A subsurface investigation was conducted at the Site, including the install:ibon of soil borings
and monitoring wells. Soil and ground water samples were ariab zed for volatile, organic,
compounds (VOCs), gasoline range organics, diesel range organics, semi - volatile organic
compounds (SV OCs) and metals. Arsenic was detected in the soil, but at .concentrations that
appear to be naturally occurring. Several soil samples had low aortcentrations at SVOCs, but they
were below Tier I Soil Reference Values (SR%'s). No VOCs Were detected in soil.
Ground water samples indicated low levels of several VOCs, with all of the concentrations below
the N1in,nesota Department of Healtb (MDH) Neahb Risk [units aiR.Ls), with two exceptions-
Tetrachloroethene (PCE) Wass detected at 6.1 ppb in one ground wafer sample collected from a
sail boring: subsequent ground water samples collected from monitoring wells installed nearby
;lid not detect PCE. Also, vinyl chloride was detected at 3.2 ppb in a ground „arse, sample
collected from one. soil boring, but was net dmcted to Ynonitorzng well samples. Bet arse PCP
z a YLNu
5t_pauC I BtdatvFd I C*tT0ftLakes i puluth J Ma4aw Mushail Racheamr Hilmar S'nrH GO�
EH
.a
Mr. Jim Doyle
Nlr. Wayne Houle
Page 2
)"in ary 30, 2009
and vinyl chloride results were not confirmed in subsequent testing, the MPCA staff do not
believe that vinyl chloride presents a health risk.
For the purpose of this letter, the identified release at the Site is defined as SVOCs in the soil,
and the following VQCs it► the ground water: PCE, vinyl chloride, ais- l ,2- dichloroethene,
d chlorodifluoromethane, acetone, ben=ie, 2-butanone, chlorometbane, toluene, 1,1.1 -
trichloreethaae, and trichloroethene (Identified Release).
Based on a review of the information provided to the MPCA, a determination is hereby made 10
tale no action with regard to the Identified Release; specifically, the MPCA staff will not refer
the Identified Release to the U.S. Environmental Protection Agency fur inclusion on the
Comprehensive Cnvironruental Response, Compensation and Liability Information Systetn list..
to the State Site Assessment staff far evaluation, or to the \iPC;A Commissioner for the
placement of the Site on the Permanent List of Priorities.
Please be advised that the determination made in this letter is subject o the disclaimers found in
Attachment A. if you have any questions about the contents of this letter, please contact Jem,
Stahnke, Project Manager, at 651 - 757 -2753 or Jennifer Haas, Hydrogeologist, at 651-757-2401
S mecre l v..
n
Barbara Jacksofy
Supervisor
Superfund, RCRA and Voluatary Cleanup Section
Remediation Division
BJlais
Attachment
cc: Christopher Aupperle, ConAgra Foods
Dave Jaeger, Hennepia County
Jacki Dylla, Braun intertcc
ATTACHMENT A
DISCLAIMERS
Conk$ta Foods- Edina
MPCA project Nurnber VP 25120
1. Resengation of Authorities
The v1PCA Commissioner reserves the authority to take any appropriate actions with respect W
any release, threatened release;, or other conditions at the Site. The IvIFC.4 Commissioner aisc
reserves the authority to take such actions if the voluntary party does not proceed in the manner
described in this letter or if actions taken or omitted by the voluntary party with respect to the
Site contribute to any release Or threatened release, or create an imminent and substanti +l darer
to public health and welfare.
2. No 1YIPCA Assumption of Liabiliry
The iVIPCA, its Commissioner and staff do not assume any liability for any release. threatened
release or other conditions at the Site er for any actions taken or ornitted by the voluntary Party
with regard to the release, threatened release, or other conditions at the Site, wlYether the acliort5
taken or omitted are in accordaw4c with this letter or otherwise.
3, Letter Based oft Current Information
all statements, conclusions and representations in this letter are based upon information known
to the %IPCA Commissioner and staff at the time this letter was issued. The ;`4PCA
Commissioner and staff reserve the authority to modify or rescind any such statement. conclusion
or representation and to take any appropriate action under his authority if the MPCA
Commissioner or staff acquires information after issuance of this ].ever that pto1ides a basis for
such modification or action.
4. Disclaimer Regarding 1 :st or Development of the Property
The \4pCA,, its Commissioner and staff do not warrant that the Site is suitable cir .1PPTCpTi3t.e for
any particular use.
5. .Disclaimer Regarding Investigative or Itesponse Action at the Property
Nothing in this letter is intended to authorize any response action under Minn. Star. §
subd. 12.
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