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HomeMy WebLinkAbout2012-09-12 Mick Lynskey Email 2 of 3 to OPH - CIC Termination Documents Julie Hultman From: Eric Johnson Sent: Wednesday, September 12, 2012 3:32 PM To: Julie Hultman Subject: FW: memorial- CIC termination docs Attachments: Articles of Dissolution.pdf; Certificate of Termination.pdf; Member Consent Written Action .pdf; Termination Agreement.pdf; Written Action Dissolution.pdf Follow Up Flag: Flag for follow up Flag Status: Flagged From: Mick Lynskey [mailto:MickOlynskeyclark.coml Sent: Wednesday, September 12, 2012 2:33 PM 4 'r, 3 To: Eric Johnson Subject: memorial- CIC termination docs Mick Lynskey lm nskec lark PO Box 36,118 S. Main Street Stillwater, MN 55082 Office: 651 - 439 -1412 Cell: 651 - 210 -0075 Fax: 651 - 439 -8071 E -mail: mick@lynskeyclark.com 1 MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION, a Minnesota nonprofit corporation ARTICLES OF DISSOLUTION These Articles of Dissolution are filed pursuant to Minnesota Statutes Section 317A.733. 1. The name of the corporation is Memorial Business Park Condominium Association (the "Association "). 2. Notice to all creditors and claimants of the Association was not given. As to all debts, obligations and liabilities of the Association, either (a) they have been paid in full or (b) to the extent not paid in full, adequate provisions have been made for subsequent payment and discharge of all such debts, obligations and liabilities. 3. The remaining property, assets and claims of the Association have either been distributed in accordance with Section 317A.735, or to the extent that any of the Association's assets have not been distributed as of this date, adequate provision has been made for that distribution. 4. There are no pending legal, administrative, or arbitration proceedings filed by or against the Association. 5. The undersigned certifies that he is the of the Association, and as such is authorized to execute and file these Articles of Dissolution in the name of and on behalf of the Association. Dated: , 2012. MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION By: Its: (Above Space Reserved for Recording Data) CERTIFICATE OF TERMINATION 1 COMMON INTEREST COMMUNITY NO. 317 a Condominium MEMORIAL BUSINESS PARK MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION, a Minnesota nonprofit corporation (the "Association "), hereby certifies that Memorial Business Park, Common Interest Community No. 317, Washington County, Minnesota, has been terminated pursuant to Minnesota Statutes Section 515B.2 -119, as evidenced by that certain Termination Agreement recorded in the office of the County Recorder in and for Washington County, Minnesota, on , 2012, as Document No. (the "Agreement "). This Certificate is executed by the Association pursuant to its authority under the Agreement. Dated: , 2012 MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION, (a Minnesota nonprofit corporation) By: Its: STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of September, 2012 by , the of MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION, a Minnesota nonprofit corporation, on behalf of the corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: SWANSON & HEEREN, P.C. 1708 West Highway 61 P.O. Box 819 Grand Marais, Minnesota 55604 ACTION BY UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION, a Minnesota nonprofit corporation The undersigned, being the sole member of Memorial Business Park Condominium Association, a Minnesota nonprofit corporation (the "Association "), acting pursuant to Section 317A.445 of the Minnesota Nonprofit Corporation Act and the Bylaws of the Association, does hereby take the following actions and consents to the adoption of the following resolutions: WHEREAS, the Board of Directors has recommended to the members the dissolution of the Association pursuant to the Plan of Dissolution attached hereto as Exhibit A (the "Plan of Dissolution "); and WHEREAS, the members of the Association find that it is desirable and in the Association's best interests to dissolve the Association. NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Plan of Dissolution is hereby adopted and approved; FURTHER RESOLVED, that the voluntary dissolution of the Association in accordance with Minnesota Statutes §317A.721, et seq., shall be promptly commenced; and FURTHER RESOLVED, that the President and any Vice President of the Association or any of them (each an "Authorized Officer," and collectively, the "Authorized Officers "), are hereby authorized and directed to execute a Notice of Intent to Dissolve and Articles of Dissolution and to file the same with the Secretary of State. The Authorized Officers, or any of them, are hereby further authorized, empowered and directed to do and perform all such further acts and things, to execute and deliver in the name of the Association, and where necessary or appropriate, to file with the appropriate governmental authorities, all such further certificates, instruments or other documents, as in such officer's judgment shall be necessary or advisable in order to effectuate the intent and purpose of the foregoing resolutions. This Action by Unanimous Written Consent may be delivered by facsimile machine copy of an original signature and such copy shall be deemed an original for all purposes. REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE TO FOLLOW. IN WITNESS WHEREOF, the undersigned has executed this Action by Unanimous Written Consent as of the date written above. Dated: , 2012. HARKLAU LEASING, LLC (an Iowa limited liability company) By: Its: Dated: , 2012. HARKLAU LEASING II, LLC (an Iowa limited liability company) By: Its: Dated: , 2012. ALLIANCE BANK (a Minnesota banking corporation) By: Its: 2 (Above Space Reserved for Recording Information) TERMINATION AGREEMENT COMMON INTEREST COMMUNITY NO. 317 a Condominium MEMORIAL BUSINESS PARK THIS TERMINATION AGREEMENT (this "Agreement ") dated as of September , 2012, is made and entered into by and among HARKLAU LEASING, LLC, an Iowa limited liability company, HARKLAU LEASING II, LLC, an Iowa limited liability company and ALLIANCE BANK, a Minnesota banking corporation (collectively, "Owners "), MEMORIAL BUSINESS PARK CONDOMINIUMS ASSOCIATION, a Minnesota nonprofit corporation (the "Association ") and BANK IOWA, an Iowa banking corporation ( "Mortgagee "). Owners, the Association and Mortgagee may each be referred to herein as a "Party" and collectively, as the "Parties ". RECITALS A. This Agreement is a termination agreement contemplated in Section 515B.2- 119(b) of Minnesota Statutes Chapter 515B, known as the Minnesota Common Interest Ownership Act (the "Act"). B. There is recorded in the office of the County Recorder in and for Washington County, Minnesota (the "Recorder ") that certain Declaration of Common Interest Community No. 317, a Condominium, Memorial Business Park Condominiums, as Document No. 3643974 (the "Declaration "). C. Memorial Business Park Condominiums (the "CIC "), designated as Common Interest Community No. 317 in Washington County, Minnesota, contains 2 units (each, a "Unit" and collectively, the "Units ") which were created by the recording of the Declaration in the office of the Recorder. The Units are legally described in Exhibit A attached hereto. D. Owners owns all of the Units, and Unit 1 is encumbered by a mortgage and Assignment of Lease and Rents (collectively, the "Mortgage "), the holder of which is Mortgagee. E. Owners and Mortgagee desire to terminate the CIC. NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Mortgagee agree as follows: AGREEMENT 1. Termination of the CIC. The CIC is hereby terminated in accordance with Section 515B.2-119 of the Act. If this Agreement is not recorded in the office of the Recorder on or before December 1, 2012 (the "Termination Date "), this Agreement shall be void. Termination of the CIC, and the winding up of its affairs, must be accomplished on or before the Termination Date. 2. Certification of Termination. This Agreement shall be revoked if a Certificate of Termination (the "Certificate "), signed by the Association, evidencing the termination of the CIC is not recorded in the office of the Recorder on or before the Termination Date. This Agreement (or a memorandum hereof) and the Certificate shall be effective only upon recording in said office. The Association is hereby authorized to prepare, execute and record the Certificate in the office of the Recorder, on behalf of the Parties. 3. No Required Sale of Property. No portion of the CIC need be sold following termination of the CIC. 4. Legal Description of Real Estate. Pursuant to Section 5158.2- 119(f)(2) of the Act, the legal description of the real estate constituting the CIC shall, upon the date of recording of the Certificate, be the underlying legal description of the real estate set forth in Exhibit B to the Declaration, subject to any subsequent conveyances of any part of such real estate. 5. Interest of Owner in the Real Estate following Termination. Following termination of the CIC, Section 515B.2-119(g) of the Act shall govern the vesting of title to all of the real estate comprising the CIC, and Owner shall own 100% of the interests in the real estate comprising the CIC. 6. Dissolution of the Association. Following termination of the CIC, the Association's Board of Directors shall cause the Association to be dissolved in accordance with Minnesota law. By signing the Agreement, the Owner authorizes , as of the Association, to take all actions, and sign all documents on behalf of the Owner and the Association, and file all documents with the Minnesota Secretary of State and the office of the Recorder, necessary to dissolve the Association. 7. Distribution of Assets and Liabilities of the Association. Following termination of the CIC, all assets and liabilities of the Association shall be allocated and distributed to Owner, and the other Parties hereby relinquish all of their rights, title and interest in such assets to Owner provided however such allocation, distribution, or relinquishment shall not affect the Mortgage and the Mortgage shall remain a lien against the real estate in accordance with the terms of the Mortgage. Upon termination of the CIC, the Association is hereby authorized to take all actions, and to sign all documents, necessary to distribute to Owner all assets and liabilities of the Association. No other Party, person or entity shall be entitled to the assets of the Association, except as provided in the Mortgage, nor shall they be responsible for any liabilities of the Association existing as of the date of termination of the CIC. 8. Binding Effect of this Agreement. This Agreement shall be binding upon the Parties, their heirs, personal representatives, successors (in title to a Unit, or otherwise) and assigns. 2 9. Severability; Controlling Law. The provisions of this Agreement shall be severable, and in the event any provision hereof is declared unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. This Agreement shall be interpreted, controlled, governed and construed in all respects by the laws of the State of Minnesota. 10. Integration of Agreement. This Agreement constitutes the full and complete understanding and agreement of the Parties with respect to the matters contained herein, and supersedes any prior understanding or agreement between the Parties relating thereto. No amendment, waiver or modification of any provision of this Agreement shall be binding on the Parties unless made in writing and signed by all of the Parties. 11. Non - Waiver of Terms. No waiver of any term, condition or covenant of this Agreement by a Party shall be deemed to be a waiver of any subsequent breaches of the same or other terms, covenants or conditions hereof by such Party. The failure of any Party to insist at any time upon the strict observance or performance of any of the provisions of this Agreement, or to exercise any right or remedy as provided in this Agreement, shall not impair any such right or remedy or be construed as a waiver or relinquishment of any such right or remedy with respect to subsequent defaults. Every right and remedy given this Agreement to the Parties may be exercised from time to time and as often as may be deemed expedient by those Parties. 12. Recording of this Agreement. Upon full execution of this Agreement, this Agreement shall be recorded in the office of the Recorder against the title to all of the Units, provided that this Agreement is fully- executed on or before the Termination Date. 13. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which will constitute one and the same Agreement. REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE AND ACKNOWLEDGEMENT PAGES TO FOLLOW. 3 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. OWNER: HARKLAU LEASING, LLC (an Iowa limited liability company) By: Its: STATE OF ) ) ss. COUNTY OF The foregoing instrument was acknowledged before me this day of September, 2012 by , the of HARKLAU LEASING, LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public OWNER: HARKLAU LEASING II, LLC (an Iowa limited liability company) By: Its: STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of September, 2012 by , the of HARKLAU LEASING II, LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public 4 OWNER: ALLIANCE BANK (a Minnesota banking corporation) By: Its: STATE OF ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of September, 2012 by , the of ALLIANCE BANK, a Minnesota banking corporation, on behalf of said corporation. Notary Public 5 ASSOCIATION: MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION, (a Minnesota nonprofit corporation) By: Its: STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of September, 2012 by , the of MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION, a Minnesota nonprofit corporation, on behalf of the corporation. Notary Public 6 MORTGAGEE: BANK IOWA (an Iowa banking corporation) By: Its: STATE OF ) ) 55. COUNTY OF The foregoing instrument was acknowledged before me this day of September, 2012 by , the of BANK IOWA, an Iowa banking corporation, on behalf of said corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: SWANSON & HEEREN, P.C. 1708 West Highway 61 P.O. Box 819 Grand Marais, Minnesota 55604 7 COMMON INTEREST COMMUNITY NO. 317 A Condominium MEMORIAL BUSINESS PARK EXHIBIT A TO TERMINATION AGREEMENT SCHEDULE OF UNITS Units 1 and 2, Common Interest Community No. 317, a Condominium, Memorial Business Park, Washington County, Minnesota. ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION The undersigned, being all of the directors ( "Directors ") of Memorial Business Park Condominium Association, a Minnesota nonprofit corporation (the "Association "), acting pursuant to Section 317A.239 of the Minnesota Nonprofit Corporation Act and the Bylaws of the Association, do hereby take the following actions and consent to the adoption of the following resolutions: WHEREAS, the Directors of the Association deem it advisable in their judgment that the Association be dissolved pursuant to the Plan of Dissolution attached hereto as Exhibit A the ( "Plan of Dissolution "). NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Directors recommend the dissolution of the Association pursuant to the Plan of Dissolution; and FURTHER RESOLVED, that the Plan of Dissolution be submitted to the members of the Association for its approval. This Action by Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. This Action by Unanimous Written Consent may be delivered by facsimile machine copy of an original signature and such copy shall be deemed an original for all purposes. Dated: , 2012. IN WITNESS WHEREOF, the undersigned have signed this Action by Unanimous Written Consent as of the date written above. , Director , Director , Director BEING ALL OF THE DIRECTORS OF THE ASSOCIATION EXHIBIT A PLAN OF DISSOLUTION MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION, a Minnesota nonprofit corporation THIS PLAN OF DISSOLUTION (this "Plan ") is effective as of the date the Plan is adopted and approved by the members of Memorial Business Park Condominium Association, a Minnesota nonprofit corporation (the "Association "). 1. Plan of Liquidation. The Association shall be completely liquidated in the manner set forth in this Plan. 2. Approval and Ratification. This Plan shall be deemed adopted by the Association upon its written approval by the members of the Association. 3. Termination of Common Interest Community. Memorial Business Park, designated as Common Interest Community No. 317 in Washington County, Minnesota (the "CIC"), has been or will be terminated pursuant to a termination agreement under Section 515B.2- 119(b) of Minnesota Statutes Chapter 515B. 4. Assets and Liabilities. All known debts, obligations and liabilities of the Association have been paid and discharged. The remaining assets and liabilities of the Association, if any, shall be distributed and allocated to HarkLau Leasing, LLC, Harklau Leasing II, LLC and Alliance Bank, and no other person shall be entitled to the assets of the Association, nor shall any other person be responsible for any liabilities of the Association. 5. Cessation of Business and Winding Up. The Association shall cease doing business immediately upon approval of this Plan by the members of the Association, except to the extent required to wind up its affairs. 6. Dissolution. As soon as practicable after the termination of the CIC, the Association shall be dissolved and its corporate existence terminated in accordance with the laws of the State of Minnesota. 7. Authorization of Necessary Acts. The officers and directors of the Association, both in their official capacity and as trustees in dissolution for the Association, are hereby authorized and directed to do and perform such acts, execute and deliver such documents, and to do all other things as may be reasonably necessary or advisable to accomplish this Plan. MEMORIAL BUSINESS PARK CONDOMINIUM ASSOCIATION By: Its: