Cooperation Agreement 10-13-08
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COOPERA nON AGREEMENT
-t"'-
Agreement made this /3 day of October, 2008 between Gary W. DWlgey and
Gary L Brown, LLP, a Minnesota Limited LiabiliTY Partnership, (hereinafter
Dungey/Brown), and Progress Valley Storage ofMimlesota, LI,C, a Minnesota Limited
Liability Company, (hereinafter Progress Valley).
Whereas it is proposed that Progress Valley would, for the mutual benefit of the
parties hereto, construct certain utility, pond, and drainage improvements upon certain
real property owned by Dungey/Brown,
Now, therefore, the parties hereto, each in consideration of the representations.
covenants and agreement~ of the other. as set forth herein, mutually represent, covenant
and agl:'ee as follows;
Section '}
Recitals
L1 In 2004 Progress Valley purchased from Dungey/Brown certain real property
which is located in the City of Chanhassen, County of Carver, State of Minnesota,
commonly known as t 900 Stoughton Avenue, Chaska, MN 5531 R (hereinafter the
"Progress Valley Property'} The legal description of the Progress Valley
Property is set forth on Exhibit A attached hereto and made a part hereof
1.2 Excluded from the above described 2004 purchase transaction was certain real
property which was retained by Dungey/Brown and continues to be owned by
Dungey/Brown, which property is conunonly known as 1910 Stoughton A venue,
Chaska, MN 55318 (hereinafter the IIDungey/Brown Property"). The legal
description of the Dungey/Brown Property is set forth on Exhibit B anached
hereto and made a part hereof
1.3 While both the Dungey/Brown Property and the Progress Valley Property have
"Chaska mailing addresses" both properties are located within the municipal
boundaries of the City ofChanhassen.
1.4 On or about May 4, 1987, at time when the Dungey/Brown Property and the
Progress Valley Property were One parcel, which encompassed both the Exhibit A
legal descliption and the Exhibit B legal description (hereinafter the <<Unitary
Parcel"), the City ofChanhassen issued Conditional Use Permit ("CUP 87-2),
which authorized the conditional use of the Unitary Parcel as a "mini storage
facility. "
1.5 CUP 87-2 contemplated that the owners of the Unitary Parcel would construct and
maintain thereon, among other things, a stormwater detention basin which would
limit on-site run-off to a predevelopment rate for a 100 year storm event.
1.6 The files and records of the City ofChanhasscn indicate that the location of the
above described fitonnwater detention basin would be within the boundaries of
what is now the Dungey/Brown Property.
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1.7 From and after the date of its 2004 purchase of the Progress Valley Properry,
Progress Valley Storage ofMilll1esoTa. LLC has operated a mini swrage facility
on that property.
1.8 On or about August 13,2007 Progress Valley received from the City of
Chanhassen, a written compliance review, which among other things, asserted a
number of non-compliance issues in connection with Progress Valley's use of the
Progress Valley Property.
1.9 The non-compliance issues raised by the City ofChanhassen ultimately included
a demand by the City of Chanhassen that Progress Valley construct certain
SLOrmwater treatment facilities on the Dungey Brown Property in the general
vicinity of the detention basin which had been contemplated in CUP 87-2.
1.10 City of Chanhassen has notified Progress Valley Ihat bringing its use of the
Progress Valley Property into compliance with City requirements would include
the construction of certain storm water trearment facilities on the DungeylBrown
Property, which facilities would serve mini storage facility on the Progress Valley
Property.
1.11 The plans and specifications for stonnwater facilities (see Section 1.] 0 above) are
set forth in the McCain and Associates Plans and Storm water Calculations dated
August 8, 2008, a copy of which is on file in the office of the City ofChanhassen
City Planner (hereinafter the "McCain Plans").
1.12 The McCain Plans contemplate that the stormwaler treatment facilities would be:
constructed on the Dungey/Brown Property, but within delineated drainage-
utility-pond easement areas. Said plans further contemplate tha.t Dungey/Brown
would convey to the City of Chanhassen a perpetual easement to construct,
operate, and maintain stormwater treatment facilities within the delineated
easement areas (hereinafter the "Easement Deed"),
1. ] 3 Progress Valley has offered to construct the stormwater treatment faciliti~s (as
described in The McCain Plans) at its sole cost and expense, provided that
Dungey/Brown executes the Easement Deed.
Section 2
Right of Entrv
DungeylBrown hereby grants to Progress Valley the immediate right to enter
upon the DungeylBrown Property and construct the storrnwater treatment facilities as
described in the McCain Plans.
Section 3
Construction Costs
Progress Valley agrees to construct the stormwater treatment facilities as
described in the McCain Plans, all at Progress Valley's cost, and without reimbursement
from DungeylBrown.
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Section 4
Grant of Easement
In consideration of Progress Valley's undertaking set forth in Section 3 above,
Dungey/Brown agrees, that upon the request of Progress Valley (and/or The City of
Chanhassen), to execute an easement deed running in favor of the City of Chanhassen, its
successors and assigns, granting a perpetual easement for drainage, utility, and/or pond
purposes and to construct, operate, and maintain SlOrmwater treatment facilities within
the easement areas, which are delineated in the McCain Plans, provided that after
completion of the storm water treatment facilities described in the McCain Plans, any
subsequent costs of maintaining said stormwater treatment facilities shaH be assumed by
the City of Chanhassen, without reimbursement by Dungey/Brown.
Section 5
Execution
IN WITNESS WHEREOF, the parties hereto have duly executed this
instrument as of the day and year first above written.
Gary W. Dungey and Gary L. Brown, LLP,
a Minnesota Limited Liability Partnership
By: ;jiIMJ. (.J ~d
J ts: P ivI-;7I..1/L
,
Progress Valley Storage of Minnesota, LLC,
a Minnesota Limited Liability Comp y
By:
Its:
3
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WARRAN"rVDUD cQS - OJ Yo Id'-O
Cotpor.1fOfl, Pnrtncrship or Litnlttid LIBbl\l!y COmplny ~o
Corpofallon. PIII1n.r8hip Or [.Imlled I.lnbllily Company
No dell~qu~llB1lCS and tt1Ulsfcr lllltOre4; C;rtlllc;nlc ofRoaJ EsllltB
~~~ue (X'"llled ~ ~~!iCIIle orReDl I!sllllt; Valu8
o (h ::.
D~lc
fI) ~ ((.,~I.....dt~
~ . COllmy A dltor
By: 11 A a U...,J
D~PQty
~,-'a-I / (+ W
DEED TAX lJU2: $ 5; ?( 10. t.J)
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Documont No. OFFICE OF THE
A399507 COUNTY RECORDER
IIIIII~IRD ~:E~9:'N::~~,::
Certified Reccrdecl on 10-21.2004 at 10:90 ~M 0 PM
11.llfllul.~. ~~/'
(,,,,,.,,..1 I\ll rNlII,hrICI!Dto)
_ FOR ~ ALUABLE CONSIDBRATro~~_O~!..!::..!>ungoy Ill1d Oftry L. 9!'1!wtl, !-!:!" .~.M!a~;soto ,Limite~ !-!llb!!lly ~_Il!!'1~!S_hJ~,. Q~~r..tl~~!tl' _ _. _ __ ___.
- - tlonveys Bnd wlIJnIlIl8 10 PtQ:$'ills:;'Vo\llay Slorage omJiiii5i"oli!,""O::C. 11 ~lnnC8ota CimllCd Uablht:)' Cornpl1llY, i:frIinrec, t~l proper1.y In Cnl"l'Of
ColuJIY. MllIlIcsola, dc.s~Jbed as tOIJOW3~
See Exhibit hA" aJ1ached ~ortl().
lOgclher with nil hcreditament5 aaa B\lJlurtcnllllcCI belongIng Ihorem, :robjl:Cl 10 (he fullowl1l8 I!I(copllons; rostrictlOl\S, e1l!1l1l18J1t!1 Bnd
rOllOl'1'ltlOM of mard. if /lIlY alld llllcOplinlllhe riahlS IltCIUcd by q Croaa Driv~way UCCllSC Agrccmonl dated Ootober 6, 2004. by Blld between
Gary W. Dunas)' and OI'l'Y 1. Brown, LL\'. B MInnesota Llmlfcd 1.iability Pprtnershlp pnd a~rY W. Dun~oy and Bar/!arjl.!JunIlCY, Illlshond and
wife.
Chock bOK It appllcablB:
B The Seller certlfios ttl~t 1l1e SBller doep pot know of any ....olls on tbe dB!lotlbed fllal property.
^ well disclosure cOl'dflcatc occoll1pllJlleS Ihl, dOcument.
181 ] am famlllsr wilh 1110 pl\lpcrW described in Ihis tnslrumcnl pnd I oertJtY that tho status 81'Id nllmber of wells on the dcseribed r~o.l
property hovo nat ch~n9'ed sinco till'; IIIIlL pi"ovioualy tiled well dIsclosure corlinQlltc.
NO~r~
Dfll~ Tall rw.on ati~f). CLJ
P8Idrnl~y~~
~t\>er COUllly 't1lJ43~~;t.
Tl$f1t118tiOlJ F"e, PaId
Am. Il~ 'r.., Sbnl1l' 1 i",.
}
lIS.
This Inatromal\! \liaS aej(no\\llWlo.:l before 2Jlc on Ih!!. r dll)' Df OcJv ~ . 2004 bY Gal)' W. Dungey lII1d Gary L, Stown,
the pllrtnerS of GIllY W. Dungey Bnd Gory L. J'lrown, LLP, 11 Mln nesotll Limited Llabllit:)' P8rtnership on bch tf Dt tho Partnenhlp.
Il1'ATIt OF MINNESOTA
~tl,. tre.r
COUNTY OF
RMo/"
1/11~ 11-lS'j RUMF.N (W~S f)MI;I~t() flY ()~_"MH ANn ^1)llrU~~l;
Soyl~ & Voss, P.A. (DWV)
1451'lU'1lIl10\mt flQU III
7&3] OIenroy RDad
MjpReajloJi~, ~ 55459
(9S2) 837-1000
SIClNA 0)1 UBL
Carver u ty c:t & Titlo, Inc.
411 Che!ltnUt SlrM! . Box 106
Ot'tasKa, MN 55318
952-44a.5570
Check hero ifpBrt or all ofrhellltId I! Re~scered (Torrens) 0
'('ax SIDlCmenls Drtho reol propcny .:I~crlbed In lhi$ InSlrutmol should
be senllO (n,mc nnd Ilddress of Gramee):
rrogreS$ Valley StO!ftge ofMinnesotB, LLC
6921 Eloach Road
Eden PllIlrle, MN 5S3~~
m
~
'If
~?4
EXHIBIT
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EXamlT "A"
That part of the Southwest Quarter of the Southeast Quarter of Section 34, Township 116,
Range 23t Carver CountYt Minnesota, lying southwesterly of the southwesterly right- of
way-line of U.S. Trunk Highway No. 212; northwesterly of the northwesterly righthof~
way of County State Aid Highway No. 10 (Stoughton Avenue formerly the Chaska and
Shakopee Road); and easterly and southeasterly of the following described line:
Commencing at the southwest comer of said Southwest Quarter of the Southeast Quarter;
thence on an assumed bearing of North 89 degrees 11 minutes 32 seconds East along the
, , sQ.u~h Imy p(SfljfH3g~~~~~tQuarter.pf th~~Q:utheast Quarter a distance of 525 .00 feet to
the point of beginning of the line to he described; 'thence North 26 degrees"57 minutes 49
seconds West a distance of 399.00 feet; thence North 62 degrees 19 minutes 46 seconds
East a distance of 485.18 feet more or less 10 said southwesterly right.-of-way line of U.S.
Trunk Highway 212 and there terminating.
.r'
EXCEPTING THEREFROM TIIE FOLLOWING DESCRIBED PARCEL:
Commencing at the southeast corner of the Southwest Quarter of the Southeast Quarter;
thence North 4.06 chains to center of Chaaka. and Shakopee Road, the point of beginning
of tract to be conveyed herewith; thence South 64 degrees 30 minutes West 170 feet to
point of center of said road; thence North parallel to East line of said Southwest Quarter
of the Southeast Quarter to south line of Trunk Highway No. 51 ~ thence southeasterly
along south line Trunk Highway No. 51 to point where sqme intersects East line of said
SW ~ of SE 1/4 ; thence south along said east line to place of beginning-
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141 015/020
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WMtRAN'~Y flEEfl
C'Tpo,al'o,,, P artI1~r!"hip or Limited Lbbility Campill1). la
C~rpOrolion. PlllttIl!TSbip ar Limiled LiabihlY CompallY
No de]inqu~n( I:!XCS and UlIllsfer enlered; CcnilicBle ofRcnl E.ilSIC
Value ( ) med ( ) no! required. CcnificBle of Real Estale Value
No.
. .L ~ .. ,.;. . ( .
Dme
.:,.. ..,1':C ~..
. '-.c~':"l~~' ",",
County AUlillar
....".. .....,:
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By:
Deputy
DEED TAX DUE: S
Date:
I rar:-..d [,~ I't<NJ"~tll.nal
FOR V ALUAlllJ: CONSIDEMTlON. Gary W. Dungey and GIllY L Brown, LLP, a MiMCSOIll Limilr:d Liability Pmner:ohip. GnoIl1or. hereby
conveys "ntl w;lnnnu.IO Gary W. Dullgey and Gnry L Brown. LLP, B MinnC!lora Limited LlaUillly I'arlner:<hip, (i'lLnl<<, re.1 prnperry in Carver
Coun'.y, Minnl:$otll. described lIS follows:
Se. F.xhibit "A" .u.dlod herelc.
logedlcl wilh all I1cr.ui!llll1enl~ "",d OptlUI'!CIWICCr. hclnnp,ine !hertln, ~njecl !I, ,h. fnllnwin~ ellc~pliDM: restrictions, casements and
r=SCJVul;gnS otrccord. lfany.
Ch~k box ifnppliellble:
Igj The Sell~r c:crtili.., thallhe ScUet does nol bow of any wells on lIle dc!eti"tJod real prOpcrty.
o A \Yell disclt':Nre eortiliCil!. ~ttOlllpaDi<s Ihis doeUIl'l.nl .
o 1 am familiar will1 the property described in Ihis instrument Bnd I ceriify lIlalllle slBIus and number of wells on the de!cribed real
prnperly ""ve nol chnngad since thc laS! prc'Viou~ly filed well diselosure ctr'lifieal..
Gary W. Du"gC)' and Gary 1,.. I1Tt>wn, l.l.l'
By~~!:f&fl(L~
Air!. Ik:\J.1 J> ~t:II"r 11"'.
By:
STATE OF MINNESOTA
}
COUNTI OF
".
This instrumenl was poknowledgeo b.e"r. = an May z.~. 2004 by G:I]y w. Dungey "nil Gary L. Brown. the pnr1J\ers ofGllI}' W. Dungey and
Gary L Br"""', LI.1', 0 Minnesota Limited Liability P8l'InCrshil' On bch~lf or the PDrtnmhip.
i"ll"I.',,'rAI. S IAMI' Ull ~1\"1. ,OJ. (HIII'.R' m,l: Oil PA~K
l.e~l.
~ OOT^RY Pllll!.&-MRiESOTA
2'l1.~ CAll\f:Reo\MY
. ~~6.~~~~~~.O<r~1-o1~
.~.r~ w.rrryr.J'tll.. .!"9"JI'Iff'!.N.
~;ttJ-~~K {JwJJ-
~IC; A REOf ARY PUBUC OIl OlHER OFFICIAl.
Ch~ck here lfpon or all ofUlc land jsRetiSle,od (TOtren~) 0
T11151!\~TRU~JGiT WA~ llRI\f"rlm Il\' (XAMr. A),:n AIX)JtE~~l.
1'~ S[~I.ment5 of1h. re~1 property described in this insmJrncnl should
Ix: ~cnt!o (name ;lntl ;X\dre~~ t'rGmnlce):
Bo)'le &: VM~, I'.A.
14~ PlUWIlounll'lu.l IIJ
78] I OIenroy Rood
. Minne.poli.. MN 55439
(952) 8:37-1000
Gary L. BlOWn
IS] J We,L Ko.ohnen Circle
lOx,ebbr. MN 55]31
.tr. TI~: t."..".~, l3 .
. '.:r:~ '. I
'. 11 I ~l ' > ij !
f\.u UUL)L. . ~~~~_ ~
e. _1~.~~_,_L~
II!Ub!<::VVtl i 1:40 lrll)( cilacaawi!lcllaClwICKmer;:z. com
-> l;MM emall.
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----
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CIty Cleek', C&rlffiaWin 1'rn1!11lnl to M.S. 272 162
Tho ~ tlmebv c~rtine~
P*-- (1M 04 fh; loIIllwin~1
-L ThtJt.1Dt ~ ~1l5 dolllll
8CdY 10 tis klIIttlll8lt. .
_ Tim "" ~ d Ml aIi;lr;t!d by
ttiJ ~...,;Wt-" taIII ~.bt( ...
~ ttrJrd. c:lrtl~.
_''f.Mt ,..., ..A~ Cllllhe IIIitI8
M1iI ~ l1.. ~_Jt MY! b9lHl
~~ Qy a ..... ct 1Ml1Jl*"i1lR
b9dy of l!111!Jtf of ~ssen.
_ Tllil !his instrument doe5 ~ tilmpty ~U-
rnlloicip~l 3t1br:tivision l!!Str\clirtn~ and iMi
8rteclf' land 3rr.-l it; ~sS~~~ "lNultlion
rJ~O~I~:r.Illf1f~~ Co .y~ .
fh\ed~i.f- ": J5 .~-' .
L\c:ro.",;, 1~:'1!:-t1mel1 City Glijrk
.... .,... ,..._: ...,.....-........ ~ ""-
410'0!O~O
E)n pr,=~~T ~
.; 1:00,' [l r.< . I.,)
\.ij h W' I ~
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e
.EXHJRIT A
That part of the Southeast Quarter of the Southwest Quarter and that part of the
Southwest Quarter of the Southeast Quarter of Section 34, Township 116) Range 23,
Carver County) Minnesota, lying southea..te.rJy of the southeasterly right~of-way line of
the Chicago and Northwestern Railroad, southwesterly of the southwesterly right-of way-
line of U.S. Trunk Highway No. 212 and westerly and northerly .of the following
described line:
Commencing at the southwest corner of said Southwest Quarter of the Southeast Quarter;
thence on an assumed bearing of North 89 degrees 11 minmes 32 seconds East along the
south line of said Southwest Quarter of the Southeast Quarter a distance.: of 525.00 feet to
the point of beginning of the line to be described; thence North 2r; degrees 57 minutes 49
seconds West a distance of 399.00 feet; thence North 62 degrees 19 minutes 46 seconds
East a distance of 485.1 8 feet more or less to the southwesterly right-of-way line of said
U.S. Ironk Highway No. 212 and there terminating.
E'n HDr,7 ;-;
f'v. U....U t D ~ B ---1:L._
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wAlUtANTYD:l!:)i;D
COJPOnlt;on.Palllwship (lr Limited LiDbilil)' Comp'lJlym
(;orp~/lltillO. Pannmhip or L1111j[ed Linbilily Company
No ddin~llt;l1Illlllcs and tr.l1\,';f<:r cnlered; CcrtincPle ofRen! E,:;tnle
V~hlC ( J filed ( ) nol rcQutrCCl. Cenili~t~ ofReDl !;.ll~'e Y~ltJc
No.,._
~
.
"'.":
...1U.....1 .fr':~II...~.. ai':: ..1'1
.~__.;,..?;w:~,. .J.....~..
. , . -4r.. ; I ,\.~ '~:...:, 1.'.I'I(L')::l~') .",,.; .. i~.
,'. '.....0. ..1::J.51~1I'.l;; ,,,-;-
:'.'~f' ~:l:1~h.nn~_.",
D&le
.,... .." il ~bf.E'IlJZ:f"~~":'r.l.' 0"
, . ..;.,ftoI,llIOil:'l~"..:,.
'.. \"'~'1I1~~:;1
- -....,.....,} ~ ......
C"om)' Audilor
l:!y'
DepUI)'
m;f:;\> 'rAX DUE: S~.
D:tle;
(,=n-td rPTro.:(.Jm~ Jol.)
FOR v A,LI1ABLc CONSIDERATION, O.ry W. Dung")' IInd GDry L Br..w", LLP. 0 MinnCSOID Limiled Liabiliry ponnerr,/lip, O",olor, h...eby
cc.\lcy~ and WDIJUllIS to Gnry W, [)unp,ey ond (lory L. f:lTDwn. LLl', .. Mmf.c.\OID Limired I.iabilily PillUle~ip. C;r.mlec, n:.l property in CDrvI:r
(.:uunl)'. Minnesota. described ~~ !ollowt:
S <0 :EXhibit "A" anacheO herelO.
lOer:ther with all hcrcdiuuncnls and ~ppurtcnanct3 belonging therelo, subject to Ih- iollowing CJ(ceplion,; rc:,lridiorl$, e3!;emtnL~ and
r=rYDlions of re;ord.. if "flY.
Chock box ifnpplie.ble:
I2I The SeUet cct1lflcs dm the Seller do.. Dot k,now Dfnny well. on the daoribe<l real prOpC1'l)'.
o ^ well disclosure ccnificalc SCCDmp;lJ]jcs Ihis doc;umcnL
o ) JUJ1 CDlIliliar ""lh Ihe propeIT)' des;ribcd in lhis mrumcnllJJ'ld] C!!rtify lhot the mlus and ""10m tlfwcTI$ Dn Ihe
pl'tlpcrty hltvc nOI thanged since [he Issl p/'tViously filed well disclo5U~ r.crlinr.ole.
Clescn'btd real
Gary ~Of:OY nnd GBry I" nrown, LU'
By~ Gary ~ng;; J/.M1-J'.i
I~;:Z9flAtf'
B
A,fYi"'l' 1.><<-.l.~.t;I.U"np}tc?'t"
r<;lW/l
lIS: Parmer
STATE OF MlNNtSOTA
}
COUNTY OF
.u
This ill!l1tllmenl was acknowledged before me on May ~ 2004 by G3t)' W. Dungey and Gary L. Bro_, th. pllJ'l:nm of Ghry W. Dungey IUld
Gary L. Brown, LLP. B Minne;:sDtlI Limited Liability Pllrtncrship M behalf of the PMflerShip.
NOI"RIA~~M'M~)I;
j~" MARY K. WElERKE: i
~ PlOT,lIW Plllll);-I.I~
CAAllER WUKlY
. ~Y~c.o~~:~~~~~~L'~~
."""""""T~ ........ Wry wr .......... r r.."""" J"N.
VWjJv..-
Chock here if p~rt Qr .11 of the I~nd is Re~imered (Torrens) 0
TIJI.~ 1"~TRUMD'-lT W..S [l(lArrWIJI' (N,\'.Il; ,\}:r>..nTlRE5~!
Tax SLalel~entS of1.hereal properiy ~.~cri\Jed in Ibis inslT\tm.nl should
be senllo (name &Jld address ofG~nke);
Boyle & Voss. P.^-
145 PllfllIl1DunIPl= IT!
183 J GlenrDY lIo.d
Minn~~polis. MN 5,5439
,(9rr) SJ7.\OOO
Gill)' L Brown
I B31 W.st Kuehncn Cirtl.
El(~elsiot. MN 55jj I
~018/020
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"
'L
~~
en, CleI:ll's ~ PIlUIlmIt to I\I~,). 172 ] 62
tM ~ ~r cerllhs.
iCNlr- 0IIIl of IlIlI IoItr;Mg:)
i lMl._ ~ ~ 1Io aot
appIr ., IbiI b'lItI tIIli Nf1. .'
_ Ta!)41t11--~= IIR4ri:l by
1tIiI....... ~ ~
~_d.. rd~.
_lh!lt ......~ mlle_
~ recmIlIgfl.. ~ R ~ - ~
~ ~ a ..... fI'-e !JlII!lRling
blidy of ItIi Dty of 'Olt~Muen.
___ Thatlhi; mslru'mmt!kJe~ I'm COOlply ~
municip!1 !tibdivision 'C<<li1-ttiool and'fi~
alleele~ land and I::; asswed ~'iof)
~hOlJln r.',1 !,r r~e~r.(1f~ ~
Dated k2.tY.n':L ~:', ~
De?u~ CIl~ntJmefl City Cbrk
E'ffP r c. ~ Dl-
,l\(""o t cd /J
It" e-- C~
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141 018/020
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~
EXHIBIT A
That part of the Southwest Quaner of the Southeast Quarter of Section 34, Tovmslllp 116,
Range 23, Carver County) Minnesota, lying northea$terJy of the northeasterly right-of-
Wily line of U.S. Trunk Highway No. 212 and southeasterly oftlle soutl1eastcrly right-of-
way line of the Chicago and Northwestern Railroad. .
EXCEPTING TI:IERFROM THE FOLLOWING DESCRlBED PARCEL:
Thal part of the Southwest Quarter of the Southeast QutrrLer of Section 34, Township 116,
Range 23, Carver County, Minnesota; Beginning at the point of intersection of the East
line of said Southwest Quarter of the Southeast Quarter and the Northerly Right of Way
of U.S. Tnmk Highway No. 212; thence northwesterly along said northerly right of way
line a distance of 329 feet,; thence northeasterly to a point on said East line distant 331.57
fe~t northerly to the point of beginning; thence southerly along said east line a distance of
331.57 feet to the point of beginning.
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41 001/020
CARVER COUNTY ABSTRACT AND TITLE CO.. INC.
(952) 448-5570
Randolph Dawdy
41] Chestnut Street North
P.O. BOJ[ 106
Chaska, MN 55318
Fax (952) 448.5155
David E. Moonen
D~rember 27, 2004
Progress Valley Storage of Minnesota, LLC
6921 Beach Road
Eden Prairie, Minnesota 55344
RE: Policy Number: 72106-716947
File Number: CA 24211
Property Address: 1900 Stoughton Avenue
Chanhassen, Minnesota 55317
Dear Progress Valley Storage of Minnesota, LLC
Your Owner's Policy of Title Insurance L'i enclosed. This is a valuable document and should be kept in a safe place
where it will be readily available.
If you lalc:r list your property for sale, call your Broker's attention to YOUT title insurance policy. Since you have an
exisLing policy, it may be to your advantage to agree to furnish an owner's policy to the new purchaser, in lieu of an
abstract oftitle.
For any future title insurance needs (including refmancing) regarding this property, please COnLact Carver County
Abstract and Title Co., Inc., in order to obtain a re-issue credit.
In the event a question concerning the title to your. property arises, please contact us as soon as possible.
If we can be of any further service, please contact us.
Sincerely,
Lori A Huss
Carver County Abstract and Title Co., Inc.
CACOVER 5/9.~
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. AMERiCAN LAND TfTLE ASSOCIATION
,. OWNER'S POLlCY
K (10-17-92)
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Policy No. 72106-
7~6947
WI
CHICAGO
TITLE
INSURANCE
COMPANY
,.
SUBJECT TO THE .EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE
CONtAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE
INSURANCE COMPANY, a Missouri corporation, herein called the Company, insures, as of Date of Policy shown
in Schedule A. against loss or damage. nol exceeding the Amount of Insurance stat~d jn Schedule A. sustained or
incurred by the insured by reason of:
1. Title Lo the estate or interesl described in Schedule A being vested other than as stated theretn:
2. Any defect in or lien or encumbrance on the title;
3. Unmarkclability ofthe title:
4. Lack of a right of access to and from the land.
The Company will also pay the costs. aUorney~' fees and expenses incurred in defense of the title, as insured. but
only 10 the extent provided in the Conditions and Stipulalions.
111 Witness Whereof, CHICAGO TITLE INSuRANCE COMPANY has caused this policy to be signed and sealed as
of Dale of Policy shown in Schedule A. the policy to become val id when countersigned by an amhorizcd signatory.
Jalluc4 by.
"': Carve.r County
.9lDstract & 'Title CO'I Inc.
~
- Since /959-
411 Ch~[tlUI Street Nol'lh
Chaska, Minnesota 55318
(952) 448-5570 · FlU: (952) 448-5155
CHICAGO TITLE INSURANCE COMPANY
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ATTEST
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IaI 003/020
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage Of this polley and the Company will not pay lellS or
dam~ge, costs, ~ttorneys' fees or expenses whiCh ~rl$e by te..$on of:
1. (a) Any law, ordinance or gOv'eromental regulation (inCluding but not limited to building and zoning laws.
ordinances, or regulations) restricting, regulatln~. prohibiting or relatIng to (I) the occupancy, use, or
E1rljoyment of the land; (Ii) the Cl1oilraeter, dimen$lon$ or location of any Improvement now or hereafter
erected on the land, (III) It separation In ownership or a change in the dimensions or oilrea of thi! land or any
parcel of which the land is or WIIS a part; or (iv) environmental protection, or the Elffect of any violation of
t!'lese laws, OrdinanceS or governmental regulations, etcept to the extent that a notice of the enforcement
thereof or a notice of a defect, lien or encumbrance resulting from a violatiOn Or alleged violation aHectlng
the land haG been recorded in the public recordS at Date of Polley.
(b) Any gOl/ltrnmental poUCI!l power not excluded by (a} above, ellcept to the extent that II notice of the e~rclse
thereof or a notice of a defect, lien Of encurnbmnce resulting from a violation or alleged violation affecting the
land has been recorded in the public records at Date of Policy.
2. Rights ot eminent domain unless notice ot the e~rclse thereof has been recorded In the public records at Date of
Policy, but not excluding from coverage lIny taking which has occurred prior to Date of PQlicy which would be
binding on the rights of a purchaser for value without knOWledge.
J. Oetectu, lie~, encumbrenr.:9$, adver'$e claims or other matters;
(II) created, suHered, auumed or agreed to by the Insured claimant;
(b) not known to the Company, not recorded in the public ~ord:J at Dllte 0' PoUl;lY, but kinown to the insured
claimant and not dlsclesed in writing to tne Company by the in$tlred claimant prior to the date the insured
claimant became an Insured under this policy;
(e) resulting in no loss or damage to the insured claimant;
(Cl) attaChing or create<l subsequent to Date of Pellcy; or
(e) resulting in loss or damage which would not have been sustained if the insured clalmlnt had paid value tor
the estate or Interest Insured by this policy.
4. Any claim, which arises out of the tnlO5action vesting in the Insured the eslate or interest insul'8d by this policy, by
reaSOn 0' the operation Of federal banlcl\lptey, stat" Insolvency, or similar creditors' rights laws, that is based on:
(i) Ihe transaction creating the estate or intereet ir'leured by tlllG polley being deemed a fl'llludulent conveyance
Or fraudulent tran61er; or
(II) tl'te transaction creating the estate or Interest Insured by this policy being deemed a preferential transfer
except where the preferential tl'lllnster I1Isults frum the failure:
(a) to timely record the Instrument of tnmsfer; or
(b) or 9ueh recordation to Impart notice to a purchllur for value or a judgment or lien creditor.
,I
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~ 004/020
CHICAGO TITLE INSURANCE COMPANY
i~ji~i!i:i~l1~!1~irlli::l!~l::!~~:~~:if~:~ji1l~l!~~::~:~l~i;~~~!~j!1r\I;![1:f:~:gitl~fJgf,~i)r:~.~~~;;:::::::::.,....;:::1,:~:::~~j~[\~!~I~i:i:1r~t:\~g:;!,~~:~~~~~i(li~;i1:~i!!:j:~~:i~~[i!ljj:ii1:~i~::li[itii~i:::i!\::il:::::l1
SCHEDULE A
FILE NUMBER
Policy Nwnber 72106-716947
DATE OF POLICY
AMOUNT OF INSURANCE
CA 24211 October 21, 2004 $1,700,000.00
at 10:30 AM
L Name of Insured:
Progress Valley Storage of Minnesota, ILC, a Minnesota limited liability company
2. A fee simple cslal.r; in the land covered by tllls policy is vested in the insured.
3. The land herein described is encumbered by the following mortgage or trust deed, and assignments;
See Schedule A Mortgage Continued.
and the mortgages or trust dcods, if any shown in Scbedule B hereof.
4. The land referred to in this Policy is described as follows:
See attached Legal Description.
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~ 005/020
CHICAGO TITLE INSURANCE COMPANY
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Schedule a Mortgage Continued
File Number: CA 24211
Mortgage, Security Agreement, Fixture Fina:o.cing Statement and Assignment of Leases and Rents dated October 12,
2004 61~d October 21, 2004 as Document No. A399S08, Office of the County Recorder, Carver County, Minnesota,
executed by Progress Valley Storage ofMinnesota,LLC to Community Bank Corporation in the originalprinclpal
amount of $700,000.00.
OPtA4 3/98
11/06/2008 11:45 IFAX chadlaw@chadwickmertz.com
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~ 006/020
CHICAGO TITLE INSURANCE COMPANY
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Schcdl11e A Legal Description Continued
File Number: CA 24211
That part of the South~t Quartet of the Soulheast Quarter of Section 34, Township 116, Range 23, Carver County,
Minnesota, lying southwesterly of the southwesterly right -of-way-line of U.S. Trunk Highway N o. 212~ northwesterly of
the northwesterly right-of-way of County State Aid Highway No. 10 (Stoughton Avenue fOl'm.erly the Chaska and
Shakopee Road); &Ild easterly and southeasterly of the following described line:
Commetlcmg at the southwest corner of said Southwest Quarter of the Southeast Quarter; thence on an assumed
bearing of North 89 degrees 11 minutes 32 seconds East along the south line of said Southwest Quarter of the Southeast
Quarter a distance of 525_00 feet to the point of beginning of the line to be described; thence north 26 degrees 57 minutes
49 seconds West a distance of 399.00 feet; thence North 62 degrees 19 minutes 46 seconds East a distance of 485.18 feet
more or less to said southwesterly right-of-way line of U.S. Trunlc: :Highway 212 and there terminating.
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:
Commencing at the southeast corner of the Southwest Quarter of the Southeast Quarter; thence North 4.06 chains to
center of Chaska and Shakopee Road, the point of beginning of tract to be conveyed herewith; thence South 64 degrees
30 tninutes West 170 feet to point of center of said road; thence North parallel to East line of said Southwest Quarter f
the Southeast Quarter to south line of Trunk Highwa.y No. 51; thence southeasterly along south line Trmak Highway No.
51 to point where same itltersects East line of said Southwest Quarter of Southeast Quarter; thence south along said
east line to plac.e of beginning, according to the plat thereof On file or of record in the office of the County Recorder,
Carver County, Minnesota
Abstract.
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~ 007/020
CmCAGO TITLE INSURANCE COMPANY
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Policy Numbcr 72106-716947
SCHEDULE B
File Number: CA 24211
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss 01: damage (and the Company willl)ot pay costs, attorney' fees Or expenses) which
arise by reason of:
1.
Real Estate Taxes for the year 2005 and subsequent years.
NOTE: Taxes for the year 2004 in the amount of $30,228.00 are paid in fulL
Property Identification No. 25-0340100.
2.
Special assessments hereafter levied.
Note: There are no levied or pending assessments now due or payable.
Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Lea~es and
Rents dated October 12, 2004 filed October 21, 2004 as Document No. A399509~ Office of
the County Recorder, Carver County, Minnesota executed by Progress Valley Storage of
Minnesota, LLC to Community Bank Corporation in the original principal amount of
$700~OOO.00.
3.
4.
Easement to Minnesota Valley Electric Cooperative dated December 13, 1946, filed
December 29,1946 in Book "47'1 Deeds, Page 504. Confined to Southerly and Southeasterly
15 feet by Partial Release dated July 13, 1987, filed August 6, 1987 as Document No. 89245.
NOTE: Power line located outside of easement area, as shown on Valley Surveying Co.
Survey dated October 6, 2004,
Bituminous driveway along southerly boundary, and encroachin~ garage, shed and
occupation line of easterly boundary, as shown by Valley Surveymg Co. Survey dated April
13,2003.
5,
6.
Subject to rights of tenants in possession.
7. Ter11l5 and Conditions of Encroachment Easement ~reement by Gary W. Dungey and Gary
L. Brown, LLP, a Minnesota limited liability partnership doin~ business as Progress Valley
Storage to Albert Tholen and Audrey Tholen, husband and WIfe dated October 6~ 2004 filed
October 21, 2004 as Document No. A399506, Office of the County Recorder, Carver County,
Minnesota.
Countersigned
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Authonzefi Signatory
A"TAOPB 3/96
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CONDITIONS ANO STIPULATIONS
1. DEFINITION OF TERMS
The 'allowing terms wl'1en used in Ihis policy mean:
(a) "insured": the insured named in SChedule A. and. SUbject to any rights
or defenses Ihe Company would hav9 had against the named insured. those
who succeed 10 the interest of the named n'lSurM by op9ration of law as
diSlingl,lIshed from purchas.e including, but nOllimited 10. heirs, distributees.
devisees, sutvivors, personal representalives. next of kin, or corporate or
fiduciary successors.
(b) "insured claimanl"; an insured claiming loss Dr dama9B.
(c) "lInOWleclge" or "known": actual knowledge. not constructive knowl.
edge or notiCe which may be imputed to an insured by reason of the public
records as defined In this policy Or any other records whicn impart conslruc-
liw no lice of matters affecting the land.
(d) "land"; the land described or referred to in Schedule A, and improve.
ments affIxed thereto which by law conslilute real property. The term "land"
does not include any property beyond the lines of the area described or
relerred to in Sohedule A. nor any right. litle, interest, estate or easement in
abutting slreels. roads, avenues. alleys. lanes, ways or waterways, but noth-
ing herein Shall modify or limit the extent to which a right of access to and from
Ihe land is insured by this policy.
(e) "mortgage"; mortgage, deed 01 trust. trust deed. or olher security
instrument.
(f) "public records"; records eStabliShed under slate statules at Date or
Policy for the purpose of imparting constructive notiea of matters relating to
real property 10 purchasers for value ai'ld wilhout knowl9dge. With respect to
Section 1 (a)(iv) oHM '::xClu~ion:o From Coverage, "public recon:l~" shall also
inClude emlironmental protection liens Wet;! in the reCOrdS Of ttle clel'lI 01 the
Uniled States dislricl court lor the diSTrict in wlliCh t"e lanCl is located.
(g) "unmarl(elability of the title": an alleged or apparent mailer affecting
Ihe title to the land, not exclude<! or excepted from coverage, which would
entiLle a purchaser of tne estale or interest described in Scnedule A to oe
released from the obligalion 10 purchase by virtue or a conlraclual condition
reqUiring the delivery of marketable Iitle.
2. CONTINUATION OF INSURANCE AFTEFl CONVEYANCE OF TITI;;E
The coverage of this policy shall continue In force as of Dale 01 Policy in
favor 01 an insured only so long as Ihe insured retains an estate or interest in
the land, Or holds an indebtedness secured by a purchase money mortgage
~iVM by a pureha$er from Ine insured. or only so long as tne insured shall
have liability Dy reason 01 covenants of warranty made by the Insured in any
tranli\fer or CQnveyance of Ihe estale or inlerest. This policy shall not continue
In force in laYOr or any purchaser frOm the insured 01 either (i) an estate Or
interesl in the land, or (ii) an indebledneSs Secured by a purcnase money
mortgage given to the insured.
3- NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The insured shall notify the Company promptly in wriling (i) in case of any
litigalion as set forth in Section 4(a) below, (ii) in case knowledge shall come to
an insured hereunder of any claim ot title or inter9!l1 which is adverse to the
litle 10 the estate or interest, as insured, and which might cause loss or dam-
age for which the Company may be liable by virtue of this policy. or (iii) if title to
tM estate Of inlerest. as insured. is rejecled as unmarketable. If prompt nolice
snail nOJ be given 10 the Company, then as to ttle insured allliabilily 01 the
Company shallterminale with regard 10 Ihe mailer or matters for which prompt
notice is. required; provided, however.lhal failure 10 nOlify the Company shall
in no ease prejudice the rig tits 01 any insured under this policy unle~ the
Company shall be preJudic&(l by Ihe lailure and Inen only 10 the extlllnt ollhEi
prejudice.
4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED
CLAIMANT TO COOPERATE
(a) Upon written request by the inSured and subject to ttle oplions con-
taineCl in Section a of lhese COnditions and Stipulations. the Company, at its
own COSI and wIthout unreaSOnable delay, Shalt provide for Ihe defense Of an
insured in litigation in wtlicn any third party asserts a claim adverse to Ihe litle
or interest as insured, bul only as 10 those stated causes of action alleging a
detecl, lien or encumbranCe or Olher mailer insured against by this pOliCy. The
Company shall have the right 10 select counsel of Its choice (SUb/ect to the
right of Ihe insured to object for reasonable cause) to represent the insured as
lo those slated causes of aClion and shall nol be liable for and will not pay the
leea of any other counsel. The Company will not pay any fees. cosls or
exptlnses inCurred by Ihe insured in !hB defenl;le of thOlla C<lUSaa 01 aClion
whICh allege mailers not insureCl against by ItllS policy.
(b) The Company shall have the right. at ils own cost. 10 institule and
prosecule any action or proceeding or 10 do any other ael which in ita opinion
may be necllIssary Or desirable to establish Ihe tille 10 tne eslale Or intereSI, as
Insured, or to prevent or reCluce lOSS or Clam age 10 lhe lI'1sureCl. The Company
may lake any appropriate action under Ihe terms of thiS policy, whelher or not
it Shan be liabla nareunder. and shall not Iherebyconcede liability Or waive any
provision ot this policy. II Ihe Company shall exercise its ri9hlS under this
paragraph. it shall do so dlli~ently.
(c) Whenf;lV",r Ihe Company shall have brought an action or inlerposed a
defense as required or permineo by Ihe provisions 01 this policy, the Company
may pursue any Iiligalionlo final determination by a coun of compelent juriS-
diction and el(presSly reser\les the righI, in its sole discrelion. to appeal from
any adverse judgment or order.
(d) In aU cases where this poliey permits or requires the Company to prose-
cute or provide for lhe defense 01 any actlOl'l or proceeding. the Insured shall
Secure to the Company the right to so prosecule or provide delense in ttle
seliOn Or proceeding, and all appeals Il1erein. and permit tne Company to
use, at Jls option, the nl;ime of the insured for this purpOSA. WhenavAr
requested by the Company, the insured, al the Company's expenSlll, shall give
the Company all reasonable aid (I) in any aClion or proceeding, s9curlng
eVidence, oblalOlng witnesses, prosecuting or defending the action or pro.
ceeding. or effecting s.eltlement. and (ii) in any other lawful act which in Ihe
opinion Of the Company may be necessary or desirable to establish Ihe title 10
tM e~;Iatc or in\(~rest as insured, II tile Company is prejudiced by tne failure ()f
lh9lOsured to furnish 1M required cooperation. the Company's obligations 10
tl'te Insured under 1M po/icy shalllenninale. including any liability or obliga.
tion 10 defend, prosecute, or conlinue any litigation, wilh regard to Ihe matlf!r
Or marters re~uirin9 such cooperation,
5. PROOF OF LOSS OR DAMAGE
11'1 addition to and after the nOlices required under SeQlion 3 ollhese COndi-
tions and Stipulalions l1ave been provided the Company. a prool of loss or
dama!:llll SIgned and sworn 10 by the inSl.Ired claimanl shall be lumisned to tne
Company within 90 days afle~he insured claimanl :ohOl" ascertam Ihe f;lC1s
giving rise to the loss or damage. The proof of lass or damage sl'lall describe
the defect in. or lien or encumbranc9 on the liUe. or other matter insured
agamst by tl1is policy wl1ich COi'lstitlJtes the basis or loss or damage and shall
slate, 10 the e)(lent possible, Ihe basis of calculati...g the amount of the loss or
damage. Jflhe Company is prejudiced bytne failure ofthe insured claimantto
provide tne required proof of loss or damage, ttle Company's obligalions 10
tM insured under the policy shall terminate. including any liabilily or obliga.
tion to defend, prosecute, Or continue any litigation, with regard to the matter
or malttll'S re~uiring such proof of loss or damage.
In addition, tne Insured claimant may reasonably be required 10 5ubmlllfi
examination under oath by any authOrized representative 01 the Company
and shall produce for examination. Inspection and copyin~, at such reason-
able times and places as may be d9Signattld by any authori~M repMsentativ~
01 the Company, a/l records. books, ledgers, checks, correspondence arid
memoranda, whether bearing a date befOre Or after Dale of Policy, whicn
reasonably pertain to the lOss or damage. Further, If retluestet;! by any autho-
rized representative of the Company. the insured claimant shall grant its
permiSsion. in writing, lor any authorized representative 01 Ihe Company to
examine, in~peCl and copy all records, booi<s, ledgers. checks. correspon-
dence and memOranda intne custody or control of a third party, which reason-
ably pertain to the JOSS or damage. All information designated as confidential
by the insured Claimant provided 10 the Company pursuBntto this Section
shall not be disclosed 10 others unless. in the reasonable judgment of thH
Company, it is necessary in the administration of Ihe claim. Failure 01 thn
inSured claimant to submit for examination under oath. produce other reason-
ably feQuestecl Inform<ltion Or grant permission to secure reasonably neces-
sary information from third Parties as reQuired in tl1is paragrapn shal/rermi-
nale any liability of Ihe Company under this pOlicy as to that claim.
6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION
OF LIABILITY
In case or a claim under this policy. Ihe Company shall have the lollowing
additional op\lons;
(a) TO Payor Tender PlIYment of the Amount of Insurance.
To payor lender payment 01 the amounl of insurance under this policy
together with any costs, allorneys' fees Bnd expenses incurred by Ihe insured
claimant, which were authorized by the Company. up tothe time of payment or
tender of payment and which Ine Company is obligated 10 pay.
Upon the exercise by the Company of this option. allliabilily and obligationr.
10 Ihe ins urad under Ihis policy. olherthan to make the payment required. shall
terminate, inCluding any liability or obligation 10 defend. prosecute, or con.
tlnue an'lllllga1l0n. and tM pDliCy shall be !;urrendEired 113 1M Company tor
cancellation.
(b) To Payor Otherwise SlIttle WIth Parties Other than the Insured or
Witt) tt)e Insvred Claimant. -
(i) 10 payor otherwise sellle with otner parties lor or in the nBme of an
insured claimant any claim Insurea against lJnCler tnlS POlley, togeltler with any
costs. attorneys' lees and expenses Incurred by the insured claimant which
were authOrized by the Company up to the time of payment and wnich the,
Company is obligaLed 10 pay: or
(i1) 10 payor otherwise sellle with tr.e insured claimant 1M loss or damage
provided for under this policy. together with any coslS. attorrleys' fees and
expenses incurred by the insured claimant which ware authorized by the
Company lJP to lhe time of paymlllnl and which the Company is obligaled to
pay.
11/08/2008 11:45 IFAX chadlaw@chadwlckmertz.com
Upon the exercise by the Compal1Y of either of the options provided for in
paragraphs (b)(i) or (ii). rtle Company's obligations to the inSl)r~d under this
pOliCy for the claimed lOSS or damage. other than the payments required to be
made, s,halllermmale, Including any liablhty or obligalion to defend, prose-
cute or continue any litigation.
1. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE
This pohcy is a contract of indemnity against actual monelary lo~ or dam-
age sustamed or inCl)rred by the insured claimant who has suffered toss or
damage by re.-~on of mallers insured against by this poliCy and Ol1ly to the
extent herein desoribed.
(a) The liability of the Compll'1Y under this policy shall not Ql<ceed lhe least
01:
(i) the Amount 01 InsuranCe slated ;11 Schedule A; or,
(ii) the difference between me value of lhe insured estale or interest as
insured and the value ollne insured eslate or Interest Subject 10 the defect.
lien or enoumbrance insured against by this pOlicy.
(b) In the evenlthe AmOunt 01 Insutance slated in Schedule A allhe Date of
Policy is leS$ lhan 80 pefcent of the value or Ihe In$ured eslate or inlerest or
the full consideration p.l.Id for the lanel. whicl1ever IS less, or If subsequent 10
the Date 01 F'olicy an improvement is erecled On the laM which Increases the
value of the insured estate or il'lterest by at least 20 percenl oller the Amollnl of
Insurance stated in Schedule A, then this Policy il;; subject 10 the following:
(i) where no subsequent Improvement haS bean made. as to any partial
105~. the Company shall only pay the 10$S pro rala In the proportion that the
amount of insurance al Oate 01 Policy bears to Ihe lolal value of the insured
estate or interest at Date 01 Flolicy: or
(it) ....here a subsequent improvement has been made, as 10 any partial
lOSS, the Company shall only pay the loss pro rata In the proportion that 120
percem Or the Amount of Insurance st.-led In SChedule A bears to the sum ot
tM AmoLlnt of Insurance slated In SChedule A and the amounl $xp@l'lded lor
tne improvement.
The provisions of thiS paragraph shall not apply to cosls, attorneys' fees
and expenses for which thE! Company IS liable under this policy, and shall only
apply to Ihat portion ot any loss which eKceeds, In the aggregate. 10 percent 01
the Amount ollnSl,Jrance stated in Schedule A.
(c) Tne Company will pay only those costs. altorneys' fees and expenses
incurred in accordanoe witn Section 4 of these Conditions and Stipulations.
8. APPORTIONMENT
If the land described In Schedule A consists of two or more parcelS which
are nOlu$ed as a single site, and a loss is established affeclillg one or mote of
the parcels but not all, the los$ shall be com pUled and seltlEt(! on a pro rata
basis as if the amOunl ot insurance under this poliCy was dlvlCled pro rata a510
Ihe value on Date 01 Polley of Elacn separale parcel 10 Ihe whole, exclusive 01
any Improvements made subsequenl 10 Date of Pohcy. unless a liability or
value has otherWise been agreed upon as to each parcel by the Company and
lne InSl.Ired al the time of the isSuance of Ihis policy and shown by an express
statement or by an endorsement attached to this policy,
9. LIMITATION OF LIABILITY
(a) If the Company eslabhsneslne litle. or removes Ihe alleged defect. lien
or enCl)mbranCe. or cures tne lack of a right or access to or 'rom the land. or
cures the claim of unmarketabilily of tille, all as Insured, in i;l rMsonabfy
diligent manner by any mettlod. includlnglillgation and Ihe completion of any
appeals therefrom. it snail have fully performed il5 obligalions with respect 10
thaI matter and snail not be hable for any 10$s Or oamage caused thereby,
(b) In the even! ot any litigahol1. inCluding ~Iigalion by the Company or with
the Com~any's OOnSent. Ine Company sharfhave no liability for 1055 Or dam-
age unlil there has been a final determination by a court of compelent jurisdic.
tion. amI dispositioll 01 0111 <Ippeals therefrom, <ldv!;!noe to the title as insureCl
(c) The Company sh.-II nOI be hable for loSS or damage to any Insured for
liability volunlanly assumed by the insureClln s@ttling any claim or suit wllhOul
the prior wrilten consent olthe Company.
10. REOUCTION OF INSURANCE; REDUCTION OR TERMINA'flON OF
LIABllITV
All payments under IhiS policy, except payments made lor cosls, allorneys'
fees and expenses, shall reduce the amount Of t!'le Insural1ce pro tanto,
11. LIABILITY NONCUMULATIVE
It IS expressly understooct (hat the amount of insurance under Ihis policy
shall be reduced by any amOunt the Company may pay under any policy
insuring a mortgage to which eKceplion IS taken in Schedule B or 10 whiCh 1M
insured has agreed. assumed, or taken sub;ect, or which is hereafter ex.
ecuted by an insured and which 1$ a Charge or lien on the estal€! or interest
described Or referred lo in Schedule A, and the amounl so paid shalt be
deemed a pay men! under this policy to the insured owl1er.
12. PAYMENT OF LOSS
(a) No payment shall M made without produeing lhis policy lor endorse-
ment of the paymenl unless the policy haS been lost or deslroyed, in which
case proof of 10S$ or destruction shall be furnished Lo the satis1action of the
Company..
~ CMM emul
~ 008/020
(b) When liability and the extent of loss or damage has been definitely tix~d
in accordance with these Conditions and Stipulations, the lOSS or damage
shall be payable Within 30 d<lYs thereafter.
13. SUeROGATION UPON PAYMENT OA SETTLEMENT
(a) Tne Company's Righi 01 SubrogatIon.
Whenever tI'Ie Company shall have settled and pan:l a claim under thiS
policy, all nght of subrogation shall vest in the Co m{)a,ny unaffected by (Jny HCI
of the insured claimant
The Company shalt be subrogaled to and be entitled to all Fights and
remedies which the Insur~d claimant would have had against any person or
property in respect to the claim had this pOliCY nof been isslled If requested by
the Company. the insured claimant !ihall transfer 10 the Compal1Y all nghts
and remedies against any per$On or property necessary In Older (0 Oerf"CI
Lnis right 01 subrogallon, Th!;! insured claImant shall permit the Company to
sue, compromise or sellle In the name of the Insured claimanl and to usa the
name of lhe Il1sured cll'limant in any transaction or litigation I'lvolving lhe~e
nghts or remedies.
" a payment on account 01 a claim doeS nol fully cover the lo~ of the
Insured claimant, the Company shall be subrogated 10 tnese rights <lnd renle-
dieS In the proportion which the Company's payment bears to the whOle
amount of Ihe loss.
II lOSS should result from any act of the insured Claimant, as stated above,
Ihal acl shall not void thi!i polley, but the Company, in Ihat eve'll. shall be
required 10 pay only that part of any 10$SeS insured agalns\ by Ihls POliCY which
shall exceed the amount, if any, rostto the Company oy reaSOn of the imp<llr.
menl by lhe I...sured claimant 01 the Company's rlghl of sublog~llion
(b) The Company's Rights Against Non-in"iured Obligors.
ihe Company's n9h1 ot !iubrogatron against non.msured obligors shall
eXIst and shall mclude. wilhoutlimitatlon. the fig his or (he insured 10 indem-
nitIes, guar<lntieS, other poliCIes of insurance or bond5, notwlthslandmg any
terms or condilions conlalned in those Instruments which prOVide for subro~)a-
tion rights by reason of this poliCy.
14. ARBITRATION
UnleSS prohibited by applicable law, eilher the COmpany Of the insured may
demand arbitration purslIanllO the Title Insurance Arbllration Rules 01 lhe
Amenean Arbitration Association. Arbitrable mailers may include, bul are rlOI
Iimlte<110, any controversy or claim belween the Company and the insured
arising out 01 Of relallng to 111is policy. any service of the Company in connec-
tion wilh its issuance or the breacn ot a policy proviSion or other obligation. All
arbitrable matters wilen Itle Amount of InSl.lranCe is $1,000,000 or lass shall
be arbitrated al tile OPtion of eilher the Company or tne insured. All arbflrable
matters when the Amount of Insurance is in excess of $1.000.000 shall be
arbitraled only when agreed to by both the Company anCllhe Insured. Arbitra.
lion pursuant 10 IhlS POliCY and under the Rules in effect on the date Ihe
demand for arbitration is made or, at the option 01 the Il1sured. the Rules In
effecl al Oate of Policy shall be binding upon the partIes. Tile award may
incll.lde altorneys' fees only It the laws of Ine statE! In which th@ land IS located
permil a courllo award attorneys' fees to a prevailing party. Judgmenl upOn
the award rendered by the Arbltrator{S) may be enlered 11'1 any court hllvl"g
Jurisdiction tnereof. .
The law of the situs 01 the lan(l shall apply to an arbitration under Ihe Tille
Insurance Arbilration Rules.
A copy of the Rules may b~ obtained from the Company upon request.
15. liABILITY L1MITEO TO iHIS POLICY; POLICY ENTIRE CONTRACT
(a) Thi$ pOlicy together wilh all endofsements. if any. attached hereto by I he
Company is the entire pOlic:y and COl1lracl between the insured and Ihe Com.
pany. In Interpreting any prOVIsion of this pOlicy, this policy shall be construed
as a whole.
(b) Any claim 01 IOS5 or damage, whether Or not based on neghgMce. and
which arises out of the :;latuS of lne title to Ine estate or intereSt coveted
nereby or by any action assertil1g such claim, snail be reslncled to It'lIs policy.
(c) No amendment of or elldorsemef1lto Inis policy can be made except by
a writing endorsed hereon or aHached hereto signed by either Ihe President, a
Vice Presidei'll. the Secretary, an Assislant Secretary. or validating ofllCer or
authoriied signatory of the Company.
16. SEVERABILITY
In the event any provision of the policy is held invalid or unenforceable
under applicable I;)w, the policy shall be deemed not to include that prOVISion
and all other provisions shall remam In full force and ef1ect.
17. NOTICES, WHERE SENT
All r'lOli(:es required 10 be gillen the Company and any statement in wrillng
required to bel fumiShed the Company shall include the number ollhis policy
and shan be addresSed 10 the Com pliny at the Issuing office or to:
CniclIgo -rille In~urance Company
Claims Department
In North Clark Street
Chicago. Illinois 60801-3294