HomeMy WebLinkAbout11A Norris Square Redevelopment
TIMOTHY J. KUNTZ
DANIEL J. BEESON
*KENNETH J. ROHLF
STEPHEN H. FOCHLER
JAY P. KARLOVICH
ANGELA M. LUTZ AMANN
*KORINE L. LAND
*DONALD L. HOEFT
DARCY M. ERICKSON
DAVID S. KENDALL
*BRIDGET McCAULEY NASON
TONA T. DOVE
BRADLEY R. HUTTER
ARIEL A. PITTNER
•
HAROLD LEVANDER
1910-1992
•
ARTHUR GILLEN
1919-2005
•
MEMO
ROGER C. MILLER
1924-2009
*
ALSO ADMITTED IN WISCONSIN
ALSO ADMITTED IN NORTH DAKOTA
ALSO ADMITTED IN MASSACHUSETTS
ALSO ADMITTED IN OKLAHOMA
ALSO ADMITTED IN ARIZONA
TO: The Honorable Mayor Bailey and Members of the Cottage Grove City Council
FROM:Korine Land, City Attorney
DATE:December 21, 2016
RE: Presbyterian Homes Land Exchange Approvals
As part of the project with Presbyterian Homes (“PHS”), there are several actions that need to
occur, many of which have already been outlined by City Staff. Attached you will find
numerous documents pertaining to the different components of the actions, including the
following resolutions:
1.Resolution Authorizing City to Enterinto a Land Exchange Agreement, Short-Term
Occupancy Lease, License Agreement for Water Tower Maintenance and All Necessary
Access and Utility Easements
2.Resolution Approving a Lot Split forParcel Identification Number 18.027.21.11.0059
The supporting documents for such transactions are as follows:
Land Exchange Agreement. This agreement outlines the terms and conditions of the
transfer of real estate between the parties. PHS is conveying Outlot A to the City, the
City is conveying Lot3 (Fire Station) to PHS, as well as a remnant parcel of right of way
on Hadley. Akin to a purchase agreement, it has standard terms and conditions for the
purchase and sale of real estate.
Short-Term Occupancy Lease for the fire station. The City will beallowed to continue to
utilize the fire station until June 30, 2018, if needed. This agreement states the terms and
conditions of the lease.
License Agreement for Water Tower Maintenance. When the City needs to conduct
maintenance on the water tower, the City will be able to use a portion of PHS’ property
633 SOUTH CONCORD STREET • SUITE 400 • SOUTH SAINT PAUL, MINNESOTA 55075 • 651-451-1831 • FAX 651-450-7384
OFFICE ALSO LOCATED IN SPOONER, WISCONSIN
for mobilization of this activity. This agreement contains terms relevant to this activity
and will expire upon the decommissioning of the water tower.
Access Easement Exhibit and Access EasementAgreement. The exhibit document
depictsthe access easements that will be necessary for the City to access the water tower
and for PHS to use an area around the water tower for emergency access to its facility.
These legal descriptions and depictions will be incorporated into a formal easement
document that will be recorded against the properties. The Access Easement Agreement
isin draft form and will be approved subject to modification and final approval by the
City Attorney.
Warranty Deed for Hadley Right Of Way. This is the deed from the City to PHS for the
remnant Right of Way parcel.
Warranty Deed for Lot 3 (fire station). This is the deed from the City to PHS for the fire
station lot.
Warranty Deed for Outlot A. This is the deed from PHS to the City for Outlot A, which is
at the intersection of Grange and Hadley.
Other Easements. There are many other utility easements that will be necessary for the
project that are still under review by the surveyor and attorneys. The documents included
in thepacket are in draft form, so they will be approved subject to modification and final
approval by the City Attorney.
As always, I will be available for any questions.
2
Resolution Authorizing City to Enter into a Land
Exchange Agreement, Short-Term Occupancy Lease,
License Agreement for Water Tower Maintenance and
All Necessary Access and Utility Easements
CITY OF COTTAGE GROVE
WASHINGTON COUNTY
STATE OF MINNESOTA
RESOLUTION NO. _____
A RESOLUTIONAUTHORIZING CITY TO ENTER INTO A LAND EXCHANGE
AGREEMENT, SHORT-TERM OCCUPANCY LEASE, LICENSE AGREEMENT FOR
WATER TOWER MAINTENANCE AND ALLNECESSARY ACCESS AND UTILITY
EASEMENTS
WHEREAS,
PHS/CG Center, LLC, a Minnesota limited liability company (“PHS”) has
submitted plans to the City of Cottage Grove (the “City”) for a senior living and nursing care
facility (the “Project”); and
WHEREAS,
as part of the Project, the City will convey certain parcels to PHS, and PHS
will convey an outlot to the City, the terms and conditions of which are memorialized in a land
exchange agreement; and
WHEREAS,
one of the lots that the City will convey is occupied by a fire station that
will need to be utilized for a short period of time by the City, therefore, the City will need to
enter into a short-term occupancy lease; and
WHEREAS,
the City will need access to the City’s water tower, which PHS and an
adjacent property owner have agreed to grant; and
WHEREAS,
PHS will need emergency access on the City’s property around the water
tower that the City has agreed to grant; and
WHEREAS,
the City will need access on PHS property, so that the Citycan provide
adequate maintenanceto the water towerand PHS has agreed to allow this access through a
license agreement; and
WHEREAS,
there is a utility easement contained in recorded document number 1173363
that will be vacated over Lot 1, Block 1,PHS COTTAGE GROVE INCand will be replaced by
a new utility easement; and
WHEREAS,
there are several other utility easements that will be necessary as part of the
Project that have been prepared in draft form at this time.
NOW THEREFORE, BE IT RESOLVED
, by the Cottage GroveCity Council thatthe
City hereby approves the following agreements and authorizes their execution, subject to minor
modification and final approval by the City Attorney:
1.Land Exchange Agreement
rd
2.Short-Term Occupancy Lease for Lot 3, Block 1, PHS COTTAGE GROVE INC 3
ADDITION
3.License Agreement for Water Tower Maintenance
4.Access Easement Agreement
5.Warranty Deed conveying Hadley right of way parcel
rd
6.Warranty Deed conveying Lot 3, Block 1, PHS COTTAGE GROVE INC 3ADDITION
nd
7.Warranty Deed accepting conveyance of Outlot A, PHS COTTAGE GROVE INC 2
ADDITION
8.Other Access and Utility Easementsor vacations thereof, as deemed necessary by the
City Attorney
9.Any other documents necessary to effectuate and implement the transactions
contemplatedby this Project, as determined by the City Attorney.
Passed this day of , 2016
Myron Bailey, Mayor
Attest:
Joseph Fischbach, City Clerk
Resolution Approving a Lot Split for parcel
identification number 18.027.21.11.0059
CITY OF COTTAGE GROVE
WASHINGTON COUNTY
STATE OF MINNESOTA
RESOLUTION NO. _____
A RESOLUTIONAPPROVING A LOT SPLITFOR
PARCEL IDENTIFICATION NUMBER 18.027.21.11.0059
WHEREAS,
parcel identification number 18.027.21.11.0059 is legally described as
follows:
That part of Tracts A and B, REGISTERED LAND SURVEY NO. 36, shown as
Parcel 42N on MINNESOTA DEPARTMENT OF TRANSPORTATION RIGHT
OF WAY PLAT NO. 82-21 as the same is on file and of record in the office of
the Registrar of Titles in and for Washington County, Minnesota;
EXCEPTING THEREFROM that part of said Parcel 42N as shown on said Plat
No. 82-21 lying within the following described tract:
All that part of Tract B of REGISTERED LAND SURVEY NO. 36 on file and of
record in the office of the Registrar of Titles in and for said Washington County,
described as follows: Commencing at the most westerly corner of said Tract B;
thence northeasterly along the northwesterly line of said Tract B on a bearing of
North 53 degrees 26 minutes 11 seconds East for 147 feet to the point of
beginning of the tract to be described; thence South 36 degrees 33 minutes 49
seconds East for 155 feet; thence North 53 degrees 26 minutes 11 seconds East
for 206.19 feet to an intersection with the northeasterly line of said Tract B;
thence along said northeasterly line of Tract B on a curve concave to the
northeast, central angle of 07 degrees 17 minutes 27 seconds, radius of 953.45
feet for 121.32 feet; thence along said northeasterly line of Tract B,North 36
degrees 33 minutes 49 seconds West for 34 feet to the most northerly corner of
said Tract B; thence southwesterly along said northwesterly line of Tract B, South
53 degrees 26 minutes 11 seconds West for 198.48 feet to the point of beginning.
(the “Property”); and
WHEREAS,
PHS/CG Center, LLC, a Minnesota limited liability company (“PHS”) has
submitted to the City of Cottage Grove (the “City”) plans to split the Property; and
WHEREAS
,PHS has prepared new legal descriptionsfor the split of the Property,
described and depicted on the attached Exhibit A.
1
NOW THEREFORE, BE IT RESOLVED
, by the Cottage Grove City Council that:
1.The City hereby approves the lot splitof the Property, as described and depicted on
Exhibit A.
2.City Staff is authorized to execute, record or take any other actions necessary to
implement the lot split.
Passed this day of , 201 .
Myron Bailey, Mayor
Attest:
Joseph Fischbach, City Clerk
2
EXHIBIT A
New Legal Descriptions
A-1
EXHIBIT A
New Legal Descriptions
(continued)
A-2
Land Exchange Agreement
LAND EXCHANGE AGREEMENT
THIS LAND EXCHANGE AGREEMENTAgreement
(this “”) is made and entered into effective as
Effective DatePHS/CG Center, LLC
of January _____,2017(“”), by and between, a Minnesota
PHSCity of Cottage Grove
limited liability company(“”) and the , a municipal corporation(the
City
“”).
THE PARTIES MUTUALLY AGREE AS FOLLOWS
:
The PropertiesPHS
1..PHS owns the property legally described on Exhibit A (the “
PropertyFire Station
”). The City owns the property legally described on Exhibit B (the “
PropertyHadley Avenue
”)and the property legally described on the attached Exhibit C (the “
Parcel
”) (the Fire StationProperty and the Hadley Avenue Property are sometimes referred to
City Properties
herein together as the “”)(the PHS Property and the City Propertiesare
PropertiesProperty
sometimes referred to herein as the “,”or in the singular, the “”).PHS
desires to acquire the City Propertiesfrom the City in exchange for the PHS Property, and the
City desires to acquire the PHS Property in exchange for the City Properties.
Exchange
2..Upon satisfaction of the terms and conditions of this Agreement, including without
limitation the exchange and conveyance of the licenses, easements, leases, vacation of
easements, and release of escrow deposit as hereinafter provided and referenced inthis
Agreement, PHS shall transfer to the City all of PHS’sright, title and interest in and to the PHS
Property, and the City shall transfer to PHS all of the City’s right, title and interest in and to the
City Properties.
Warranties and Representations
3..PHSand the City hereby warrant and represent to the other
that, as of the date hereof, each of the following is true and accuratewith regard to the Property
that they are transferring to the other:
A.That there is no existing, pending or, to the best of either party’sknowledge,threatened
violation, litigation, condemnation, suit, action, or proceeding before any court or
administrative agency affecting their respective Property.
B.Tothe best of either party’sknowledge, there are noadverseenvironmental conditions
affecting their respectiveProperty which would have a material negative impact upon
development of theirrespective Property.There are no underground or above-ground
storage tanks located on or about their respectiveProperty.PHS Property is a former
contaminated site, but has received a “No Action” letter from the MPCA and the City
acknowledges and accepts the PHS Property as suitable for its purposes.
C.That PHS and the City have made arrangements to have fee simple ownership of their
respectivePropertyat the time of Closing, subject only to such matters that appear on
the record of title,andthat both parties have the full right and authority to sell and
convey their respective Property to the other as provided in this Agreement.
-1-
{00512096.1 }
D.The individualsexecuting this Agreement on behalf of each party havethe requisite
authority to execute this Agreement and such other documents as are contemplated or to
be delivered by such party herein, and to bind such party thereto; and each party has the
full and complete authority to sell their respectiveProperty.
E.Neither party is a foreign person, foreign partnership, foreign trust or foreign estate as
those terms are defined in Section 1445 of the Internal Revenue Code.
F.Neither party is in default in the performance of any of their respective obligations
under any easement agreement, covenant, condition, restriction or other instrument
relating to their respectiveProperty.
G.Their respectiveProperty will as of the Closing Date (hereinafter defined) be free and
clear of all liens, security interests, all encumbrances, leases, pledges or other
restrictions or objections to title, except as permitted by this Agreement.
Title Matters
4.:
Commitment
A.. As soon as practicable after the date of this Agreement, PHS and the
City, at their respective sole cost and expense, shall obtain for their respective Property
Commitment
a current Title Commitment for an Owner’s Title Policy (the “”) issued by
Title Company
First American Title Insurance Company (the “”), showingthe status of
title of their respective Property and all exceptions, including liens, encumbrances,
easements, restrictions, rights-of-way, covenants, reservations and other conditions, if
any, affecting their respectiveProperty which would appear in a title policy, if issued,
and committing to issue such title policy to the other party in the full amount of
coverage required by each party for the Property to be acquired by each such party
under this Agreement at the Closing. Accompanying such Commitment, each party
shall also receive from the Title Company legible copies of all documents affecting the
Propertiesand referred to in the Commitment. Each party shall pay the cost of
obtaining any title policy.
Survey
B..Within five (5) days of the Effective Date, PHSshall provide to the City, at
Survey
PHS’sexpense, copies of allexistingsurveys of the Properties(the “”).
Title Objection
C. . If such Commitment described in Section 4.A.or the Survey
described in Section 4.B.shows exceptions, defects or other matters adverse to the
insurability of title and/or objectionable to either party, such partyshall make written
objection to the other of such exception within forty-five (45) daysof the later to occur
of (i) the Effective Date of this Agreement or (ii) receipt by each party of both the
Commitment and Survey. Neither party need object to mortgages or monetary liens. If
either party fails to cure such defectswithin fifteen (15) days of receipt of a written
objection andprior to the ClosingDate, or if either party notifies the other of its
decision not to cure or remove some or all of such defectswithin fifteen (15)days of
receipt of a written objection andprior to the Closing Date,then the other party may
either (a) terminate this Agreement by giving written notice thereof, and neither party
-2-
{00512096.1 }
shall thereafter have any further rights, duties or obligations hereunder, or (b) elect to
proceed with the transfers of the Properties subject to the objected matters. If not
sooner satisfied, both parties shall satisfy any mortgages or monetary liens at Closing.
Any matters on the Survey and/or title not objected to by either party shall be deemed
Permitted Encumbrances
“.”
Leaseback of Fire Station
5..At the time of conveyance of the deed to the Fire StationProperty
Fire StationLease
from the City to PHS, PHS shall enter in to a lease (the “”) of the Fire
StationProperty back to the City. The Fire StationLease shall be for a term to expire onJune
30, 2018,unless otherwise agreed to by the parties in writing, shall be an absolute net lease
where the City pays for all of the expenses associated with possession and occupancy of the
property, and shall contain such other terms and conditions as are acceptable to both the City
and PHS. Upon expiration of the Fire StationLease, the City shall vacate the Fire Station
Property, and PHS shall be responsible for the coststo demolish and remove the improvements
located on the Fire StationProperty.
Release of Escrow
6.. In exchange for the conveyances and other consideration afforded the City
in this Agreement, the City hereby releases the $38,000of funds currently held by the City and
shall at the time of Closing (hereinafter defined) utilize the escrowed funds to cover the City’s
administrative expenses related to the PHS project.
Contingencies
7..Both parties’obligation to close this transaction and exchange the Propertiesis
contingent upon the satisfaction of each of the following:
A.Each party shall have approved the Commitment described in Section 4.A.and the
Survey described in Section 4.B.and shall have received a “mark up”of the
Commitment by which the Title Company unconditionally commits to insure each
party’stitle in the Property to be acquired by them in the amounts required by each
party, with such deletions as is required by each party, including, without limitation,
deleting the so-called “standard exceptions.”
B.The other conveyances, terms and conditions of this Agreement shall have occurred and
been satisfied.
Each party shall pay all costs and expenses related to or arising out of each party’sactivities on
the Property to be acquired by them and shall restore suchProperty to its original condition
after completing its tests and investigations. Each party shall indemnify, defend and hold the
other party and the Property to be acquired by them harmless from any and all costs, expenses,
liens (including mechanic’s liens), damages, claims and any other liability (including
reasonable attorneys’fees) arising out of or related to such party’sactivities on the Propertyto
be acquired by themprior to Closing. The contingencies in this Agreement are for the sole
benefit of each party.
Closing
8..Provided that this Agreement has not been canceled or terminated as allowed herein,
Closing
the Closing (herein the “”) shall take place on a date mutually acceptable to PHSand
Closing
the City that is not later than thirty (30) days after the date of this Agreement(the “
-3-
{00512096.1 }
Date
”). The Closing shall take placeat a mutually agreeable time and place. Delivery of
possession of the Propertiesshall occur on the ClosingDate.
On the ClosingDate,each party shall execute and deliver to the other party:
A.Awarranty deed conveying marketable title to theProperty conveyed by such party
subject only to the Permitted Encumbrances;
B.Properly executed affidavits in the customary form stating thatthere are no unrecorded
interests, liens, judgments, mechanic liens, bankruptcies, etc. which affect their
respectiveProperty;
C.A transferor’s certification stating that such party is not a “foreign person,”“foreign
partnership,”“foreign trust”or “foreign estate”as those terms are defined in Section
1445 of the Internal Revenue Code;
D.All documents and instruments that may be required of such party under applicable law,
including any revenue or tax certificates or statements, or any affidavits, certifications
or statements relating to the environmental condition of any of their respectiveProperty;
E.A settlement statement consistent with this Agreement executed by each party;
F.Appropriate federal income tax reporting form;
G.All other documents reasonably determined by either party or the Title Company to be
necessary to transfer their respective Property to the other party free and clear of all
encumbrances except those permitted under this Agreement;
Closing Costs
9..The partiesshall pay the following costs and expenses in connection with the
Closing:
A.Each party shall pay for the cost of obtaining any required title curative documentsfor
their respective Property;
B.Each party shall pay for recording fees for any title curative documentsfor their
respective Property;
C.Each party shall pay any deed tax or other realty transfer fees imposed upon the transfer
of their respectiveProperty;
D.PHS shall pay all of the escrow or closing fees charged by the Title Company;
E.PHS shall pay the cost to record the vacations for the Easements to be Vacated and the
Replacement Easements.
-4-
{00512096.1 }
F.PHS shall pay the cost to record all deeds related to this Agreement.
G.Each party shall pay their respective attorneys’fees;
H.Other costs to bepaid by either party set forth herein; and
I.All other expenses incurred by either party with respect to the conveyance of the deeds
and Closing under this Agreement, including but not limited to each parties’respective
attorneys’fees, are to be borne and paid exclusively by the party incurring the same,
without reimbursement except to the extent otherwise specifically provided in this
Agreement.
Taxes and Special Assessments
10..Each party shall pay all real estate taxes and special
assessments due in theyears prior to the year of Closing. All general real estate taxes and
special assessments certified and due and payable in the year of Closingshall be prorated as of
the Closing Date.
Notices
11.. Any notice which any party hereto may desire or may be required to give to any other
party shall be in writing and either (a) mailed by certified mail, return receipt requested, or (b)
sent by overnight carrier which provides for a return receipt, or (c) sent by facsimile to the
party’s fax number indicated below. Any such notice shall be sent to the respective party’s
address as set forth below or to such other address as such party may, by notice in writing,
designate as its address. Any such notice shall constitute service of notice hereunder three (3)
days after the mailing thereof by certified mail, one (1) day after the sending thereof by
overnight carrier, and on the same day as the sending of a facsimile pursuant to the terms
hereof. The notices shall be addressed as follows:
A.If to the City:City of Cottage Grove, Minnesota
Attn:Charlene Stevens
Cottage Grove City Hall
12800 Ravine Parkway South
Cottage Grove, Minnesota55016
With a copy to:LeVander, Gillen & Miller, P.A.
Attn:Korine L. Land
633 South Concord Street, Suite 400
South St. Paul, MN 55075
B.If to PHS:PHS/CGCenter,LLC
Attn:Pam Belz
2845 Hamline Avenue North, Suite 100
Roseville, Minnesota 55113
-5-
{00512096.1 }
With a copy to:Leonard, O’Brien, Spencer, Gale & Sayre, Ltd.
Attn:Grover C. Sayre, III
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
Brokerage Commission
12..Each party represents and warrants to the other that it has not
engaged any agentorbroker in connection with the transaction contemplated by this
Agreement in such a manner as to give rise to any valid claim for a broker’s fee.
Blocked Persons
13.. Neither partynor, to the actual knowledge of either party, any of their
Anti-
affiliates, is in violation of any laws relating to terrorism or money laundering (“
Terrorism Laws
”), including Executive Order No. 13224 on Terrorist Financing, effective
Executive Order
September 24, 2001 (the “”), and the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public
Law 107-56. Neither party hereto nor, to the actual knowledge of the parties, any of their
affiliates, is any of the following: (a) a person or entity that is listed in the annex to, or is
otherwise subject to the provisions of, the Executive Order; (b) a person or entity owned or
controlled by, or acting for or on behalf of, any person or entity that is listed in the annex to, or
is otherwise subject to the provisions of, the Executive Order; (c) a person or entity with which
either party is prohibited fromdealing or otherwise engaging in any transaction by any Anti-
Terrorism Law; (d) a person or entity that commits, threatens or conspires to commit or
supports “terrorism”as defined in the Executive Order; or (e) a person or entity that is named
as a “specially designated national and blocked person”on the most current list published by
the U.S. Treasury Department Office of Foreign Asset Control at its official website or any
replacement website or other replacement official publication of such list. Neither the parties,
nor any of their affiliates (i) conduct any business or engage in making or receiving any
contribution of funds, goods or services to or for the benefit of any person described in this
Section 15, (ii) deals in, or otherwise engage in any transaction relating to, any property or
interests in property blocked pursuant to the Executive Order, or (iii) engage in or conspire to
engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempt to violate, anyof the prohibitions set forth in any Anti-Terrorism Law. This Agreement
may be terminated by either party if the other party is determined to be a blocked person within
the meaning of the Executive Order.
Survival
14.. Each and every representation, agreement, covenant and warranty made by either
party in this Agreement, or in any exhibit attached hereto shall be effective and shall survive
the Closing as expressed and provided for in this Agreement, for a period of twelve (12)
months following the Closing Date.
Default
15..Ifeither party shall default under this Agreement and the transaction cannot be
consummated or is not consummated by the parties as a result of such default, then the
nondefaulting party shall be entitled, at their option, to (i) declare this Agreement to be null and
void, in which event neither party shall have any further claims against, obligations to or rights
against the otheror(ii) enforce this Agreement by specific performance.
-6-
{00512096.1 }
Rights of Inspection;Testing and Review of Property
16..Each party authorizes the other, their
respectivecounsel, accountants, agents and other representatives, to have access to the other’s
Property and all parts thereof, at reasonable times and in coordination with activities taking
place on saidPropertyandto investigate and inspect the physical condition of said Property.
Each party shall, at such party’ssole cost and expense, restore and/or repair the other’s
Property to the condition the same was in prior to such party’sentry and inspections.
Furthermore, each party shall indemnify and hold the other harmless against any and all
liability, damages, claims, suits, causes of action or any proceeding, including reasonable
attorneys’fees arising out of such party’sor its employees and agents, conducting inspections
on the other’sProperty.
Miscellaneous
17.:
A.Time is strictly of the essence hereunder.
B.This Agreement shall be binding upon thesuccessors and assignsof both partiesand
shall inure to the benefit of each party,theirsuccessors and assigns.
C.Any reference in this Agreement by name or number, to a government department,
agency, statute, regulation, program or form shall include any successor or similar
department agency, statute, regulation, program orform.
D.All articles, section titles and headings in this Agreement are for convenience only.
They shall not be deemed part of this Agreement and in no way define, limit, extend or
describe the scope or intent of any provisions hereof.
E.Wherever the context may require, any pronoun used herein shall include the
corresponding masculine, feminine, or neuter forms. The singular forms of nouns,
pronouns, and verbs shall include the plural and vice versa.
F.This written Agreement constitutes the complete Agreement between the parties and
supersedes any prior oral or written agreements between parties regarding their
respectiveProperty. There are no verbal agreements that change this Agreement and no
waiver of any of its terms will be effective unless in a writing executed by the parties.
G.This Agreement has been made under the laws of the State of Minnesota, and such laws
will control its interpretation.
H.The parties execute and deliver all documents, provide all information and take and
forbear from all such action as may be necessary or appropriate to achieve the purposes
of this Agreement.
I.No provision of this Agreement shall be construed by any court or other judicial
authority against either party by reason of any such party being deemed to have drafted
or structured such provision.
-7-
{00512096.1 }
J.Each party shall have the right to assign its rights hereunder to any entity in which each
party holds a controlling interest. Any other assignments require the otherparty’s
written consent. Each party may assign its interest hereunder only after receiving the
other party’swritten consent.
K.This Agreement may be executed in several counterparts, each of which when executed
is considered an original, but all of whichtogether shall constitute one instrument.
Separate signature pages may be signed by each party to this Agreement and each
complete set of pages hereto, with signature pages signed by each party, shall constitute
one original of this Agreement. This Agreement may be delivered by facsimile or email
and the parties agree to accept and be bound by facsimile or email signatures.
L.If any provision of this Agreement shall be determined to be invalid or unenforceable,
the remaining provisions shall not thereby be rendered invalid or unenforceable,
provided that the remaining provisions, taken together, do not materially reduce the
benefits or increase the obligations of any party hereunder.
M.No delay in the exercise of any right shall be deemed a waiver thereof, nor shall the
waiver of a right or remedy in a particular instance constitute a waiver of such right or
remedy generally.
\[Signatures begin on next page\]
-8-
{00512096.1 }
To evidence their agreement to the foregoing, the parties have duly executed this instrument on the
date aforementioned.
PHS/CGCenter,LLC
(AMinnesota limited liability company)
________________________________
Signature
________________________________
Name (print)
________________________________
Title
-9-
{00512096.1 }
CITY OFCOTTAGE GROVE
(A municipal corporation)
By: ____________________________
Mayor Myron Bailey
By: ____________________________
City Clerk Joseph Fischbach
-10-
{00512096.1 }
EXHIBIT A
PHS PROPERTY
Outlot A, PHS COTTAGE GROVE INC 2NDADDITION, according to the plat thereof on file and of
record in the office of the Registrar of Titles in and for the County of Washington and State of
Minnesota.
PID: 18.027.21.11.0068
Certificate of Title No. 70851
A-1
EXHIBIT B
THE FIRE STATIONPROPERTY
Lot 3, Block 1,PHS COTTAGE GROVE INC 3RD ADDITION, according to the plat thereof on file
and of record in the office of the Registrar of Titles in and for the County of Washington and State of
Minnesota.
Torrens Property
B-1
EXHIBIT C
THE HADLEY AVENUE PARCEL
That part of Parcel 42Nshown on the plat designated as MINNESOTA DEPARTMENT OF
TRANSPORTATION RIGHT-OF-WAY PLAT NO. 82-27 on file and of record in the office of the
Registrar of Titles in and for Washington County, Minnesota, described as beginning at monument B9
of said MINNESOTA DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY PLAT NO. 82-
27; thence South 05 degrees 21 minutes 08 seconds East, assumed bearing, along a westerly line of
said Parcel 42N a distance of 64.45 feet to monument B8 of said plat; thence South 37 degrees 02
minutes 44 seconds East along a southwesterly line of said Parcel 42N a distance of 70.58 feet to
monument B7 of said plat; thence North 84 degrees 38 minutes 52 seconds East along a southerly line
of said Parcel 42N a distance of 48.80 feet to monument B6 ofsaid plat; thence northwesterly 151.48
feet, along a non-tangential curve, concave to the southwest, having a radius of 798.08 feet, a central
angle of 10 degrees 52 minutes 29 seconds and a chord the bears North 39 degrees 56 minutes 53
seconds West to the point of beginning.
Torrens Property
C-1
Short-Term Occupancy Lease
SHORT-TERM OCCUPANCYLEASE
THIS SHORT-TERM OCCUPANCY LEASELease
(this “”), effective as of _____________,2017
Effective DatePHS/CG Center, LLC
(the “”), is entered into by and between , a Minnesota limited
LandlordCity of Cottage Grove
liability company, as landlord (“”), and the , a municipal corporation,
Tenant
as tenant (“”).
RECITALS
A.Landlord and Tenant presently are parties to a Land Exchange Agreement, with an effective
Exchange Agreement
date of _______________,2017(the “”),under which Landlord will
acquire from Tenant a parcel of real estate located in the City of Cottage Grove, Minnesota, and
Property
legally described on the attached Exhibit A (the “”).
B.For a period of time following transfer of the Property to Landlord, Tenant desires to lease the
Property from Landlord, and Landlord desires to lease the Property to Tenant.
NOW THEREFORE
, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, Landlord and
Tenant hereby agree as follows:
1.Property. Landlord leases the Property to Tenant, and Tenant leases the Property from
Landlord.
Term
2.Term. The term (the “”) of this Leasewill commenceonthe Effective Date and will
expireonthe earliest to occur of:(a) the date Tenant vacates the Propertyor (b)June 30, 2018,
unless otherwise agreed to by the parties in writing.
3.Rent.Tenant shall pay, when due,alltaxes, utilities, maintenance costs, repairs, operating
expenses and all costs and expenses of any kind incurred at, related to, or resulting fromthe
Property and/orTenant’s use or occupancy of the Property.
4.Possession. If Tenantperforms all of itsobligations under this Lease, Landlord promises that
Tenant may peaceably and quietly possess and enjoy the Property.
5.Permitted Use.Tenant shall only use the Property for public safety purposes,and for no other
use whatsoever.
6.Compliance with Laws. Tenant will at its expense promptly comply with all laws, ordinances,
rules, orders, regulations, directives and other requirements of governmental authorities now or
subsequently pertaining to the Property.
7.Assumption of Risks. Tenant assumes all risk of loss or damage to or of the Property, or
Tenant’s property within the Property,including any loss or damage caused by water leakage,
fire, windstorm, explosion, theft or any other cause. Landlord will not be liable to Tenant, or
-1-
{00531324.1 }
those claiming through Tenant, for injury, death or property damage occurring in or at the
Property.
8.Indemnification. Tenant will indemnify Landlord against all claims, demands and actions, and
all related costs and expenses (including attorneys’fees) for injury, death, disability or illness
of any person, or damage or destruction of any property,occurring in or at the Property or
arising out of Tenant’s use of the Property.
9.Insurance.At all times during the Term, Tenant will keep commercial general liability
insurance in force at its expense by an insurer and policy acceptable to Landlord in its
reasonable opinion. The policy will name Landlord as an additional insured, for limits of at
least $2,000,000. Landlord will have no obligation to insure the Property or Tenant’s personal
property located in or at the Property.On or before the Effective Date, Tenant shall provide
evidence of such insurance coverage acceptable to Landlord in Landlord’s sole and absolute
discretion.
10.Assignment and Subletting. Tenant shall not assign this Leaseor sublet all or any part of the
Property without the written consent of Landlord. No such assignment or subleasewill relieve
Tenant of liability under this Lease.
11.Defaults.Tenant shall bein default under this Leaseif it breaches any one or more provisions
of this Lease, andfails to cure the same within ten (10)business days after receipt of
Landlord’s written notice of such breach. If Tenant is in default, Landlord may either or both
immediately terminate this Leasewithout additional notice to Tenant, and pursue all remedies
available at law and in equity.
12.Waiver of LeaseProvisions. No waiver of any provision of this Leasewill be deemed a waiver
of any other provision, and waiver of a right or remedy in one instance will not preclude
enforcement of that same right or remedy in the future.
13.Notices. Any notice under this Leasemust be in writing, and must be sent bypersonal
delivery, prepaid certified mail, orreputable overnight courier, addressed to Landlord and/or
Tenant, as appropriate, at the addresses set forth below, or to such other address as is
designated by either partyin a notice given under this section. A notice is given on the date of
actual receipt or three days after the depositin the mail, whichever is earlier.
If to Landlord:PHS/CG Center, LLC
Attn:Pam Belz
2845 Hamline Avenue North, Suite 100
Roseville, Minnesota 55113
With a copy to:Leonard, O’Brien, Spencer, Gale & Sayre, Ltd.
Attn:Grover C. Sayre, III
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
-2-
{00531324.1 }
If to Tenant:City of Cottage Grove, Minnesota
Attn:Charlene Stevens
Cottage Grove City Hall
12800 Ravine Parkway South
Cottage Grove, Minnesota 55016
With a copy to:Levander, Gillen & Miller, P.A.
Attn:Korine Land
633 Concord Street South, Suite 400
South St. Paul, Minnesota 55075
14.Memorandum of Lease; Recordable Termination. Tenant shall not record this Leasenor a short
form lease regarding this Lease.
15.Governing Law. This Leasewill be construed under and governed by the laws of the State of
Minnesota. If any provision of this Leaseis illegal or unenforceable, it will be severable and
all other provisions will remain in force as though the severable provision had never been
included.
16.Entire Agreement. This Leasecontains the entire agreement between Landlord and Tenant
regarding the Property. Tenant agreesthat it has not relied on any statement, representation or
warranty of any person except as set out in this Lease. This Leasemay be modified only by an
agreement in writing signed by Landlord and Tenant. No surrender of the Property, or of the
remainder of the Term, will be valid unless accepted by Landlord in writing.
17.Successors and Assigns. All provisions of this Leasewill be binding on and for the benefit of
the successors and assigns of Landlord and Tenant, except that no person or entity holding
under or through Tenant in violation of any provision of this Leasewill have any right or
interest in this Leaseor the Property.
\[The balance of this page is intentionally left blank.\]
-3-
{00531324.1 }
Landlord and Tenant have executed this Leaseto be effective as of the Effective Date.
Landlord
:
PHS/CG Center, LLC
(AMinnesota limited liability company)
________________________________
Signature
________________________________
Name (print)
________________________________
Title
\[Signature page 1 of 2 to Short-Term Occupancy Lease\]
-4-
{00531324.1 }
Tenant
:
CITY OF COTTAGE GROVE
By: ____________________________
Mayor Myron Bailey
By: ____________________________
City Clerk Joseph Fischbach
\[\]
Signature page 2of 2 to Short-Term Occupancy Lease
-5-
{00531324.1 }
EXHIBIT A
LEGAL DESCRIPTION OFTHE PROPERTY
Lot 3, Block 1, PHS COTTAGE GROVE INC 3RDADDITION, according to the plat thereof on
file and of record in the office of the Registrar of Titles in and for the County of Washington and
State of Minnesota.
A-1
License Agreement for Water Tower Maintenance
LICENSE AGREEMENTFOR
WATER TOWER MAINTENANCE
THIS LICENSE AGREEMENTLicense
(this “”) is made and entered effective as of ____________
PHS/CG Center, LLCGrantor
_______,2017between , a Minnesota limited liability company (“”)
City of Cottage GroveGrantee
and the , a municipal corporation (“”).
RECITALS
:
A.Grantor is the owner of the real property legally described onthe attached Exhibit A
Grantor’s Property
(“”).
B.Grantee is the ownerof the real property legally described on the attached Exhibit B
Grantee’s Property
(“”).
C.Grantee needs access from time to time to a portion of Grantor’s property in order to perform
routine maintenance on the water tower located on Grantee’s Property.
NOW, THEREFORE
, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Grantor and Grantee hereby agree as follows:
LICENSE
1..Grantor hereby grants to Grantee and Grantee’s Permittees(as hereinafter defined)
a license to, from time to time, temporarilyencroach up to 25feeton to Grantor’s Property
over the boundary lines between Grantor’s Property and Grantee’s Propertyon the northeast
sideand up to 35 feet on to the Grantor’s Property over the boundary lines between Grantor’s
Property and Grantee’s Property on the southeast side for the purpose of locating the equipment
needed to undertakeand perform routine maintenance on and to the water tower located on
Permitted Encroachment
Grantee’s Property(the“”).The Permitted Encroachment is
Grantee’s Permittees
depicted on Exhibit C. For the purpose of this License, “”shall mean
Grantee’s contractors, sub-contractors, engineers, agents and employees.
DURATION
2.. The license granted in this License shall become effective as of the date hereof
and shall terminate upon the earlier to occur of (i) the date Grantee no longer owns Grantee’s
Property or (ii) the date Grantee no longer uses the water tower located on Grantee’s Property
and has fully decommissioned it.
HOLD HARMLESS AND INDEMNITY
3..Grantee agrees to pay and to protect, indemnify
and save harmless Grantor from and against any and all liabilities, damages, costs, expenses
(including reasonable attorneys’fees), causes of action, suits, claims, demands, or judgments of
any nature whatsoever arising from the following to the extent that they are caused by
Grantee’s or Grantee’s Permittee’s use of Grantor’s Propertyin connection with this License:
(a) any work or thing done by Grantee or at its direction in, on, or about Grantor’s Property; (b)
injury to, or the death of persons or damage to property on Grantor’s Propertyor upon
adjoining sidewalks, trees, fences, gates, streets, alleys, curbs, or in any manner growing out of
or connected with the Permitted Encroachment; (c) any negligence in connection with the
exercise of the rights granted herein by Grantee or any of Grantee’s Permittees; (d) violation by
-1-
{00531339.1 }
Grantee of any agreement or condition of this License or of any conditions, agreements, or
restrictions of which Grantee has been given written notice or governmental statutes, charters,
laws, rules, ordinances, or regulations affecting Grantor’s Property or the use thereof; (e) the
provisions ofthis Section 3shall survive the termination of this License.
INSURANCE
4.. Grantee shall procure, and provide evidence acceptable to Grantor,that
Granteehas procured liability insurance in the amount of not less than TwoMillion Dollars
($2,000,000.00) insuring Grantee against (i) any liability that may result from any claims,
causes of action, suits, demand, injury to,or death of persons or damage to property, resulting
from Grantee’s activities on Grantor’s Propertyand (ii) any of those matters that Grantee has
agreed to indemnify Grantor for, or hold Grantor harmless against, under paragraph 3 of this
License. Grantor shall be named as additional insured under the policy of liability insurance
and shall be provided with an agreement by the issuer to provide Grantee with notice of
cancellation.
NOTICESNotice
5..Any notice, demand or request (“”) in this Licenseprovided or permitted to
be given, by either party to the other must be in writing and shall effectively be given if
deposited in the United States mail, postage prepaid and certified return receipt requested and
addressed to the party to be notified, or delivered in person to such party by a third party
providing proof of such delivery. Any Notice mailed shall be effective upon deposit in the
United States Mail. For purposes of Notice, the addresses of the parties shall, until changed as
hereinafter provided, be as follows:
If to Grantee:City of Cottage Grove, Minnesota
Attn:Charlene Stevens
Cottage Grove City Hall
12800 Ravine Parkway South
Cottage Grove, Minnesota 55016
With a copy to:Levander, Gillen & Miller, P.A.
Attn:Korine Land
633 Concord Street South, Suite 400
South St. Paul, Minnesota 55075
If to Grantor:PHS/CG Center, LLC
Attn:Pam Belz
2845 Hamline AvenueNorth, Suite 100
Roseville, Minnesota 55113
With a copy to:Leonard, O’Brien, Spencer, Gale & Sayre, Ltd.
Attn:Grover C. Sayre, III
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
The parties shall have the right from time to time to change their respective addresses upon at
least fifteen (15) days prior written notice to the other party.
-2-
{00531339.1 }
GENERAL
6.. This License does not create the relationship of principal and agent or of
partnership or of joint venture or of any association between Grantor and Grantee, the sole
relationship between the parties hereto being that of Grantor and Grantee. This Licenseshall be
governed by and construed in accordance with the laws of the State of Minnesota.Grantee may
not assign this License to any entity without Grantor’s prior written consent. The invalidity or
unenforceability of any provision of this Licensein any particular respect shall not affect the
validity and enforceability of any other provision of this Licenseor of the same provision in
any other respect. Time shall be of the essence with respect to this License. The headings of
this License are insertedonly as a matter of convenience and for reference, and in no way
define, limit or describe the scope of this License nor the intent or any provision thereof. This
License may be executed in counterparts and by email and facsimile signatures, all of which
when taken together shall constitute one and the same original License.
BINDING AGREEMENT.
7.The parties mutually recognize and agree that all terms and
conditions of this License shall run with Grantor’s Propertyand shall be binding upon the heirs,
successors, administrators and assigns of the parties. This Agreement shall also be binding
upon all after-acquired rights, interests and title of the parties that may be acquired from and
after the date of this License.
\[Signatures begin on next page\]
-3-
{00531339.1 }
IN WITNESS WHEREOF
, Grantor and Grantee have executed this License as of the date first above
written.
Grantor
:
PHS/CGCenter, LLC
(AMinnesota limited liability company)
________________________________
Signature
________________________________
Name (print)
________________________________
Title
-4-
{00531339.1 }
Grantee
:
CITY OF COTTAGE GROVE
By: ____________________________
Mayor Myron Bailey
By: ____________________________
City Clerk Joseph Fischbach
-5-
{00531339.1 }
EXHIBIT A
LEGAL DESCRIPTION-GRANTOR’S PROPERTY
Lot 2, Block 1, PHS COTTAGE GROVE INC 3RD ADDITION, according to the plat thereof on
file and of record in the office of the Registrar of Titles in and for the County of Washington and
State of Minnesota.
A-1
EXHIBIT B
LEGAL DESCRIPTION-GRANTEE’S PROPERTY
Lot 5, Block 1, PHS COTTAGE GROVE INC 3RD ADDITION, according to the plat thereof on
file and of record in the office of the Registrar of Titles in and for the County of Washington and
State of Minnesota.
B-1
EXHIBIT C
DEPICTION OF PERMITTED ENCROACHMENT
C-1
Access Easement Exhibitand
Access Easement Agreement
______________________________________________________________________________
(FRUO)
ORECORDING SENLY
ACCESS EASEMENT AGREEMENT
THIS ACCESS EASEMENT AGREEMENTEasement Agreement
(this "") is made and
PHS/CG Center, LLC
entered into this _____ day of December, 2016, by and between , a
PHS/CGCity of Cottage Grove
Minnesota limited liability company (""), and the , a municipal
City
corporation (the "").
RECITALS
A.PHS/CG is the owner of those certain parcels of real property situated in the City of
Cottage Grove, County of Washington, State of Minnesota, more particularly described
Parcels A
on Exhibit A attached hereto and incorporated herein by this reference (""), and
the City is the owner of that certain real property situated in the City of Cottage Grove,
County of Washington, State of Minnesota, more particularly described on Exhibit B
Parcel B
attached hereto and incorporated herein by this reference ("") (Parcels A and
Parcels
Parcel B are collectively referred to herein as the "").
B.PHS/CG and the City desire to impose an easement for access upon the Parcels, for the
mutual and reciprocal benefit and complement of the Parcels and the present and future
owners and occupants thereof, on the terms and conditions hereinafter set forth.
NOW, THEREFORE
, in consideration of the above premises and of the covenants herein
contained, the parties hereto hereby declare that the Parcels and all present and future owners and
occupants of the Parcels shall be and hereby are subject to the terms, covenants and easements
hereinafter set forth in this Easement Agreement, so that said Parcels shall be maintained, kept,
sold and used in full compliance with and subject to this Easement Agreement and, in connection
therewith, PHS/CG and the City covenant and agree as follows:
AGREEMENTS
1. Definitions. For purposes hereof:
- 1 -
{00534693.1 }
OwnerOwners
(a) The term "" or "" shall mean PHS/CG and the City and any and all
successors or assigns of such persons as the owner or owners of fee simple title to
all or any portion of the real property covered hereby, whether by sale,
assignment, inheritance, operation of law, trustee's sale, foreclosure, or otherwise,
but not including the holder of any lien or encumbrance on such real property.
ParcelParcels
(b) The term "" or "" shall mean each separately identified parcel of
real property now constituting a part of the real property subjected to this
Easement Agreement as described on Exhibit A, that is, Parcels A and on Exhibit
B, that is, Parcel B, and any future subdivisions thereof.
Permittees
(c) The term "" shall mean the tenant(s), resident(s) or occupant(s) of a
Parcel, and the respective employees, agents, contractors, customers, invitees and
licensees of (i) the Owner of such Parcel, and/or (ii) such tenant(s), resident(s) or
occupant(s).
Access Easement Area
(d) The term "" shall mean those portions of Parcels A and
Parcel B legally described and depicted on Exhibit C attached hereto and
incorporated herein.
2. Easement:
2.1 Grant of Reciprocal Access Easement. Subject to any express conditions,
limitations or reservations contained herein, PHS/CG and the City hereby declare
that the Parcels, and all Owners and Permittees of the Parcels, shall be benefited
and burdened by the following nonexclusive, perpetual and reciprocal easement in
favor of each Parcel for reasonable access, ingress and egress over all paved
driveways, roadways and walkways as presently or hereafter constructed in the
Access Easement Area for the passage of motor vehicles and pedestrians over and
Paved Passageways
across the Access Easement Area (the "").
2.2 Reasonable Use of Easements. The easements herein above granted shall be used
and enjoyed by each Owner and its Permittees in such a manner so as not to
unreasonably interfere with, obstruct or delay the conduct and operations of the
business and activities of any other Owner or its Permittees at any time conducted
on its Parcel, including, without limitation, public access to and from said
business, and the receipt or delivery of merchandise in connection therewith.
3. Maintenance. Each Owner of a Parcel covenants at all times during the term of this
Easement Agreement to maintain or cause to be maintained at its expense all Paved
Passageways located on its Parcel in good working order, condition and repair.
4. Insurance. Throughout the term of this Easement Agreement, each Owner shall procure
and maintain (or cause to be procured and maintained) general and/or comprehensive
public liability and property damage insurance against claims for personal injury, death,
or property damage occurring upon such Owner's Parcel, with single limit coverage of
- 2 -
{00534693.1 }
not less than an aggregate of Two Million Dollars ($2,000,000.00) including umbrella
coverage, if any, written by one or more responsible insurance carriers licensed to do
business in the state in which the Parcels are located. The liability of each Owner under
this Easement Agreement shall be limited to each Owner's respective Parcel that is
burdened or benefited by this Easement Agreement and no partner, officer, manager,
shareholder, member or director of an Owner shall have any liability with respect to the
covenants contained herein, provided that the Owners and their respective partners,
agents, officers, directors, managers, shareholders, members, employees or tenants, shall
not be liable to the other for damage to or loss, theft, robbery, pilferage or loss of the use
of property, or for injury or death to persons caused by any persons entering the Access
Easement Area.
5. Taxes and Assessments. Each Owner shall pay all taxes, assessments, or charges of any
type levied or made by any governmental body or agency with respect to its Parcel.
6. No Rights in Public; No Implied Easements. Except as set forth in Paragraph 2.1(c),
nothing contained herein shall be construed as creating any rights in the general public or
as dedicating for public use any portion of Parcels A or Parcel B. No easements, except
those expressly set forth in paragraph 2, shall be implied by this Easement Agreement; in
that regard, and without limiting the foregoing, no easements for signage are granted or
implied.
7. Remedies and Enforcement.
7.1 All Legal and Equitable Remedies Available. In the event of a breach or
threatened breach by any Owner or its Permittees of any of the terms, covenants,
restrictions or conditions hereof, the other Owner(s) shall be entitled forthwith to
full and adequate relief by injunction and/or all such other available legal and
equitable remedies from the consequences of such breach, including payment of
any amounts due and/or specific performance.
7.2 Self-Help. In addition to all other remedies available at law or in equity, upon the
failure of a defaulting Owner to cure a breach of this Easement Agreement within
thirty (30) days following written notice thereof by an Owner (unless, with
respect to any such breach the nature of which cannot reasonably be cured within
such 30-day period, the defaulting Owner commences such cure within such 30-
day period and thereafter diligently prosecutes such cure to completion), any
Owner shall have the right to perform such obligation contained in this Easement
Agreement on behalf of such defaulting Owner and be reimbursed by such
defaulting Owner upon demand for the reasonable costs thereof together with
interest at the prime rate charged from time to time by Bank One, N.A. (its
successors or assigns), plus two percent (2%) (not to exceed the maximum rate of
interest allowed by law). Notwithstanding the foregoing, in the event of (i) an
emergency, (ii) blockage or material impairment of the easement rights, and/or
(iii) the unauthorized parking of vehicles on a Parcel, an Owner may immediately
cure the same and be reimbursed by the other Owner upon demand for the
- 3 -
{00534693.1 }
reasonable cost thereof together with interest at the prime rate, plus two percent
(2%), as above described.
7.3 Lien Rights. Any claim for reimbursement, including interest as aforesaid, and all
costs and expenses including reasonable attorneys' fees awarded to any Owner in
enforcing any payment in any suit or proceeding under this Easement Agreement
shall be assessed against the defaulting Owner in favor of the prevailing party and
Assessment Lien
shall constitute a lien (the "") against the Parcel of the defaulting
Owner until paid, effective upon the recording of a notice of lien with respect
thereto in the official real estate records of Washington County, Minnesota;
provided, however, that any such Assessment Lien shall be subject and
subordinate to (i) liens for taxes and other public charges which by applicable law
are expressly made superior, and (ii) all liens recorded in the official real estate
records of Washington County, Minnesota prior to the date of recordation of said
notice of lien. All liens recorded subsequent to the recordation of the notice of
lien described herein shall be junior and subordinate to the Assessment Lien.
Upon the timely curing by the defaulting Owner of any default for which a notice
of lien was recorded, the party recording same shall record an appropriate release
of such notice of lien and Assessment Lien.
7.4 Remedies Cumulative. The remedies specified herein shall be cumulative and in
addition to all other remedies permitted at law or in equity.
7.5 No Termination For Breach. Notwithstanding the foregoing to the contrary, no
breach hereunder shall entitle any Owner to cancel, rescind, or otherwise
terminate this Easement Agreement. No breach hereunder shall defeat or render
invalid the lien of any mortgage upon any Parcel made in good faith for value, but
the easements, covenants, conditions and restrictions hereof shall be binding upon
and effective against any Owner of such Parcel covered hereby whose title thereto
is acquired by foreclosure, trustee's sale, or otherwise.
7.6 Irreparable Harm. In the event of a violation or threat thereof of any of the
provisions of paragraph 2 of this Easement Agreement, each Owner agrees
that such violation or threat thereof shall cause the nondefaulting Owner
and/or its Permittees to suffer irreparable harm and such nondefaulting
Owner and its Permittees shall have no adequate remedy at law. As a result,
in the event of a violation or threat thereof of any of the provisions of
paragraph 2 of this Easement Agreement, the nondefaulting Owner, in
addition to all remedies available at law or otherwise under this Easement
Agreement, shall each be entitled to injunctive or other equitable relief to
enjoin a violation or threat thereof of paragraph 2 of this Easement
Agreement.
8. Term. The easements, covenants, conditions and restrictions contained in this Easement
Agreement shall be effective commencing on the date of recordation of this Easement
Agreement in the official real estate records of Washington County, Minnesota and shall
- 4 -
{00534693.1 }
remain in full force and effect thereafter in perpetuity, unless this Easement Agreement is
modified, amended, canceled or terminated by the written consent of all then record
Owners of Parcels A and Parcel B in accordance with paragraph 9.2 hereof.
9. Miscellaneous.
9.1 Attorneys' Fees. In the event a party institutes any legal action or proceeding for
the enforcement of any right or obligation herein contained, the prevailing party
after a final adjudication shall be entitled to recover its costs and reasonable
attorneys' fees incurred in the preparation and prosecution of such action or
proceeding.
9.2 Amendment. PHS/CG and the City agree that the provisions of this Easement
Agreement may be modified or amended, in whole or in part, or terminated, only
by the written consent of all record Owners of Parcels A and Parcel B, evidenced
by a document that has been fully executed and acknowledged by all such record
Owners and recorded in the official real estate records of Washington County,
Minnesota.
9.3 Consents. Wherever in this Easement Agreement the consent or approval of an
Owner is required, unless otherwise expressly provided herein, such consent or
approval shall not be unreasonably withheld or delayed. Any request for consent
or approval shall: (a) be in writing; (b) specify the section hereof which requires
that such notice be given or that such consent or approval be obtained; and (c) be
accompanied by such background data as is reasonably necessary to make an
informed decision thereon. The consent of an Owner under this Easement
Agreement, to be effective, must be given, denied or conditioned expressly and in
writing.
9.4 No Waiver. No waiver of any default of any obligation by any party hereto shall
be implied from any omission by the other party to take any action with respect to
such default.
9.5 No Agency. Nothing in this Easement Agreement shall be deemed or construed
by either party or by any third person to create the relationship of principal and
agent or of limited or general partners or of joint venturers or of any other
association between the parties.
9.6 Covenants to Run with Land. It is intended that each of the easements, covenants,
conditions, restrictions, rights and obligations set forth herein shall run with the
land and create equitable servitudes in favor of the real property benefited
thereby, shall bind every person having any fee, leasehold or other interest therein
and shall inure to the benefit of the respective parties and their successors,
assigns, heirs and personal representatives. If either Parcel is subdivided into two
or more parts by ownership, the rights and obligations arising under this Easement
Agreement shall benefit and bind only those portions of the Parcel which are
- 5 -
{00534693.1 }
contiguous to the easements described in this Easement Agreement or which have
appurtenant rights to the easements described in this Easement Agreement, and
the owners thereof, and the other portions of the Parcel and the owners thereof
shall not be benefited or burdened by such rights or obligations. Each Owner
shall be liable under this Easement Agreement only for such obligations as accrue
during its respective period of ownership of the Parcel.
9.7 Grantee's Acceptance. The grantee of any Parcel or any portion thereof, by
acceptance of a deed conveying title thereto or the execution of a contract for the
purchase thereof, whether from an original party or from a subsequent owner of
such Parcel, shall accept such deed or contract upon and subject to each and all of
the easements, covenants, conditions, restrictions and obligations contained
herein. By such acceptance, any such grantee shall for itself and its successors,
assigns, heirs, and personal representatives, covenant, consent, and agree to and
with the other party, to keep, observe, comply with, and perform the obligations
and agreements set forth herein with respect to the property so acquired by such
grantee.
9.8 Severability. Each provision of this Easement Agreement and the application
thereof to Parcels A and Parcel B are hereby declared to be independent of and
severable from the remainder of this Easement Agreement. If any provision
contained herein shall be held to be invalid or to be unenforceable or not to run
with the land, such holding shall not affect the validity or enforceability of the
remainder of this Easement Agreement. In the event the validity or enforceability
of any provision of this Easement Agreement is held to be dependent upon the
existence of a specific legal description, the parties agree to promptly cause such
legal description to be prepared. Ownership of both Parcels by the same person or
entity shall not terminate this Easement Agreement nor in any manner affect or
impair the validity or enforceability of this Easement Agreement.
9.9 Time of Essence. Time is of the essence of this Easement Agreement.
9.10 Entire Agreement. This Easement Agreement contains the complete
understanding and agreement of the parties hereto with respect to all matters
referred to herein, and all prior representations, negotiations, and understandings
are superseded hereby.
9.11 Notices. Notices or other communication hereunder shall be in writing and shall
be sent certified or registered mail, return receipt requested, or by other national
overnight courier company, or personal delivery. Notice shall be deemed given
upon receipt or refusal to accept delivery. Each Owner may change from time to
time their respective address for notice hereunder by like notice to the other
Owner(s). The notice addresses of PHS/CG and the City are as follows:
- 6 -
{00534693.1 }
PHS/CG: PHS/CG Center, LLC
Attn: Pam Belz
2845 Hamline Avenue North, Suite 100
Roseville, Minnesota 55113
The City: City of Cottage Grove, Minnesota
Attn: Charlene Stevens
Cottage Grove City Hall
12800 Ravine Parkway South
Cottage Grove, Minnesota 55016
9.12 Governing Law. The laws of the State of Minnesota shall govern the
interpretation, validity, performance, and enforcement of this Easement
Agreement.
9.13 Estoppel Certificates. Each Owner, within thirty (30) days of its receipt of a
written request from the other Owner, shall from time to time provide the
requesting Owner, a certificate binding upon such Owner stating: (a) to the best of
such Owner’s knowledge, whether any party to this Easement Agreement is in
default or violation of this Easement Agreement and if so identifying such default
or violation; and (b) that this Easement Agreement is in full force and effect and
identifying any amendments to the Easement Agreement as of the date of such
certificate.
9.14 Bankruptcy. In the event of any bankruptcy affecting any Owner or occupant of
any Parcel, the parties agree that this Easement Agreement shall, to the maximum
extent permitted by law, be considered an agreement that runs with the land and
that is not rejectable, in whole or in part, by the bankrupt person or entity.
\[Signatures begin on next page\]
- 7 -
{00534693.1 }
IN WITNESS WHEREOF
, PHS/CG and the City have executed this Easement Agreement as
of the date first written above.
PHS/CG CENTER, LLC
By:_________________________________
Its:_________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF____________ )
This instrument was acknowledged before me on this ____ day of ________________, 2016, by
____________________, the _________________ of PHS/CG Center, LLC, a Minnesota
limited liability company, on behalf of said limited liability company.
____________________________________
Notary Public
\[Signature page 1 of 2 to Access Easement Agreement\]
- 8 -
{00534693.1 }
CITY OF COTTAGE GROVE
By: ____________________________
Myron Bailey, Mayor
By: ____________________________
Joseph Fischbach, City Clerk
STATE OF MINNESOTA )
) ss.
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Myron Bailey and Joseph
Fischbach are the persons who appeared before me, and said persons acknowledged that said
persons signed this instrument, on oath stated that said persons were authorized to execute the
instrument and acknowledged them as the Mayor and City Clerk, respectively, of the City of
Cottage Grove, a municipal corporation, to be their free and voluntary act for the uses and
purposes mentioned in the instrument.
Dated this _____ day of __________________, 2016.
____________________________________
(Signature of Notary)
\[Signature page 2 of 2 to Access Easement Agreement\]
- 9 -
{00534693.1 }
EXHIBIT A
LEGAL DESCRIPTION OF PARCELS A
Lot 3, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the recorded plat
thereof on file and of record in the office of the Registrar of Titles in and for the County of
Washington and State of Minnesota.
{00534693.1 }
EXHIBIT B
LEGAL DESCRIPTION OF PARCEL B
Lot 5, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the recorded plat
thereof, Washington County, Minnesota.
{00534693.1 }
EXHIBIT C
ACCESS EASEMENT AREA
DD
EPICTION AND ESCRIPTION
{00534693.1 }
Warranty Deed for Hadley right of way
WARRANTY DEED
DEED TAX DUE: $_______.___
Date: ___________________
City of Cottage Grove
FOR VALUABLE CONSIDERATION,,amunicipal corporation,
PHS/CG Center, LLC
Grantor, hereby conveys and warrants to ,a Minnesota limited liability
company, Grantee, real property in Washington County, Minnesota, described as follows:
That part of Parcel 42Nshown on the plat designated as MINNESOTA DEPARTMENT
OF TRANSPORTATION RIGHT-OF-WAY PLAT NO. 82-27 on file and of record in the office
of the Registrar of Titles in and for Washington County, Minnesota, described as beginning at
monument B9 of said MINNESOTA DEPARTMENT OF TRANSPORTATION RIGHT-OF-
WAY PLAT NO. 82-27; thence South 05 degrees 21 minutes 08 seconds East, assumed bearing,
along a westerly line of said Parcel 42N a distance of 64.45 feet to monument B8 of said plat;
thence South 37 degrees 02 minutes 44 seconds East along a southwesterly line of said Parcel
42N a distance of 70.58 feet to monument B7 of said plat; thence North 84 degrees 38 minutes
52 seconds East along a southerly line of said Parcel 42N a distance of 48.80 feet to monument
B6 ofsaid plat; thence northwesterly 151.48 feet, along a non-tangential curve, concave to the
southwest, having a radius of 798.08 feet, a central angle of 10 degrees 52 minutes 29 seconds
and a chord the bears North 39 degrees 56 minutes 53 seconds West to the point of beginning.
Check here if all or part of the described real property is Registered (Torrens)
together with all hereditaments and appurtenances belonging thereto, subject to the following
exceptions: None.
Check box if applicable:
XThe Grantor certifies that the Grantor 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.
1
City of Cottage Grove
(A municipal corporation)
________________________________ ______________________________
SignatureSignature
Myron Bailey Joseph Fischbach
Name (print) Name (print)
MayorCity Clerk
TitleTitle
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this _____day of ________________,
Myron BaileyJoseph Fischbach
2016, by and , the Mayor and City Clerk, respectively, of the
City of Cottage
, a municipal corporation, on behalf of the City of Cottage.
_________________________________________
SIGNATURE OF PERSON TAKINGACKNOWLEDGMENT
Tax Statements for the real property
Notarial Stamp or Seal (or otherTitle or Rank)
described in this instrument should be sent to
(include name and address of Grantee):
PHS/CG Center, LLC
2845 Hamline Avenue North
Roseville, Minnesota 55113
This Instrument Drafted By:
Leonard, O’Brien, Spencer, Gale & Sayre, Ltd.
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 332-1030
Reference: GCS
2
Warranty Deed for Lot 3 (fire station)
WARRANTY DEED
DEED TAX DUE: $_______.___
Date: ___________________
City of Cottage Grove
FOR VALUABLE CONSIDERATION,,amunicipal corporation,
PHS/CG Center, LLC
Grantor, hereby conveys and warrants to ,a Minnesota limited liability
company, Grantee, real property in Washington County, Minnesota, described as follows:
Lot 3, Block 1, PHS COTTAGE GROVE INC 3RDADDITION,
according to the plat thereof on file and of record in the office of the Registrar of
Titles in and for the County of Washington and State of Minnesota.
Check here if all or part of the described real property is Registered (Torrens)
together with all hereditaments and appurtenances belonging thereto, subject to the following
exceptions: None.
Check box if applicable:
XThe Grantor certifies that the Grantor 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 wellson the described real property have not changed since the last
previously filed well disclosure certificate.
1
City of Cottage Grove
(A municipal corporation)
________________________________ ______________________________
SignatureSignature
Myron Bailey Joseph Fischbach
Name (print) Name (print)
MayorCity Clerk
TitleTitle
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this _____day of ________________,
Myron BaileyJoseph Fischbach
2016, by and , the Mayor and City Clerk, respectively, of the
City of Cottage
, a municipal corporation, on behalf of the City of Cottage.
_________________________________________
SIGNATURE OF PERSON TAKINGACKNOWLEDGMENT
Tax Statements for the real property
Notarial Stamp or Seal (or otherTitle or Rank)
described in this instrument should be sent to
(include name and address of Grantee):
PHS/CG Center, LLC
2845 Hamline Avenue North
Roseville, Minnesota 55113
This Instrument Drafted By:
Leonard, O’Brien, Spencer, Gale & Sayre, Ltd.
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 332-1030
Reference: GCS
2
Warranty Deed forOutlot A
WARRANTY DEED
DEED TAX DUE: $_______.___
Date:___________________
PHS/CG Center, LLC
FOR VALUABLE CONSIDERATION,,a Minnesota limited liability
City of Cottage Grove
company,Grantor, hereby conveys and warrants to ,a municipal
corporation, Grantee, real property in WashingtonCounty, Minnesota, described as follows:
Outlot A, PHS COTTAGE GROVE INC 2NDADDITION, according to the plat
thereof on file and of record in the office of the Registrar of Titles in and for the
County of Washington and State of Minnesota.
PID: 18.027.21.11.0068
Check here if all or part of the described real property is Registered (Torrens)
together with all hereditaments and appurtenances belonging thereto, subject to the following
exceptions: None.
Check box if applicable:
XThe Grantor certifies that the Grantor 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.
1
PHS/CG Center, LLC
(AMinnesota limited liability company)
________________________________
Signature
________________________________
Name (print)
________________________________
Title
STATE OF MINNESOTA)
) ss.
COUNTY OF ___________)
The foregoing instrument was acknowledged before me this _____day of ________________,
PHS/CG Center, LLC
2016, by________________, the ________________,of , a Minnesota
PHS/CG Center, LLC
limited liability company,on behalf of .
_________________________________________
SIGNATURE OF PERSON TAKINGACKNOWLEDGMENT
Tax Statements for the real property
Notarial Stamp or Seal (or otherTitle or Rank)
described in this instrument should be sent to
(include name and address of Grantee):
City of Cottage Grove
Cottage Grove City Hall
12800 Ravine Parkway South
Cottage Grove, Minnesota 55016
This Instrument Drafted By:
Korine L. Land (262432)
LeVander, Gillen & Miller, P.A.
633 South Concord Street, Suite 400
South St. Paul, MN 55075
TITLE NOT EXAMINED
2
Access and Utility Easement Agreement
______________________________________________________________________________
(FRUO)
OR ECORDING SE NLY
ACCESS AND UTILITY EASEMENT AGREEMENT
THIS ACCESS AND UTILITY EASEMENT AGREEMENTEasementAgreement
(this "")
PHS/CGCenter,
is made and entered into this _____ day of December, 2016, byand between
LLCPHS/CGPHS/Cottage Grove, Inc.
, a Minnesota limited liability company (""), and , a
PHS/Cottage Grove
Minnesota nonprofit corporation ("").
RECITALS
A.PHS/CG is the owner of those certain parcels of real property situated in the City of
Cottage Grove, County of Washington, State of Minnesota, more particularly described
ParcelsA
on Exhibit A attached hereto and incorporated herein by this reference(""), and
PHS/Cottage Grove is the owner of that certain real property situated in the City of
Cottage Grove, County of Washington, State of Minnesota, more particularly described
Parcel B
on Exhibit B attached hereto and incorporated herein by this reference ("")
Parcels
(ParcelsA and Parcel Barecollectively referred to herein as the "").
B.PHS/CG and PHS/Cottage Grove desire to impose certain easements upon the Parcels,
for the mutual and reciprocal benefit and complement of the Parcels and the present and
future owners and occupants thereof, on the terms and conditions hereinafter set forth.
C.PHS/CG and PHS/Cottage Grove also desire to convey to the City of Cottage Grove
drainage and utility rights within the utility easement area described and depicted on
Exhibit Cto this Easement Agreementconveyed and created by this Easement
Agreement, as hereinafter provided.
NOW, THEREFORE
, in consideration of the above premises and of the covenants herein
contained, the parties hereto hereby declare that the Parcels and all present and future owners and
occupants of the Parcels shall be and hereby are subject to the terms, covenantsandeasements
hereinafter set forth in this EasementAgreement, so that said Parcels shall be maintained, kept,
sold and used in full compliance with and subject to this EasementAgreement and, in connection
therewith, PHS/CG and PHS/Cottage Grove covenantand agree as follows:
-1-
{00533945.1 }
AGREEMENTS
1.Definitions.For purposes hereof:
OwnerOwners
(a)The term "" or "" shall mean PHS/CG and PHS/Cottage Grove
and any and all successors or assigns of such persons as the owner or owners of
fee simple title to all or any portion of the real property covered hereby, whether
by sale, assignment, inheritance, operation of law, trustee's sale, foreclosure, or
otherwise, but not including the holder of any lien or encumbrance on such real
property.
ParcelParcels
(b)The term "" or "" shall mean each separately identified parcel of
real property now constituting a part of the real property subjected to this
EasementAgreement as described on Exhibit A, that is, ParcelsA and on Exhibit
B, that is, Parcel B, and any future subdivisions thereof.
Permittees
(c)The term "" shall mean the tenant(s), resident(s) or occupant(s) of a
Parcel, and the respective employees, agents, contractors, customers, invitees and
licensees of (i) the Owner of such Parcel, and/or (ii) such tenant(s), resident(s) or
occupant(s).
Common Area
(d)The term "" shall mean those portions of ParcelsA and Parcel B
that are outside of exterior walls of buildings, drive-through areas or other
structures from time to time located on the Parcels, and which are either
unimproved, or are improved as (without limitation) parking areas, landscaped
areas, driveways, roadways, walkways, light standards, curbing, paving,
entrances, exits and other similar exterior site improvements.
Utility Easement Area
(e)The term "" shall mean those portions of ParcelsA and
Parcel B legallydescribed and depicted on Exhibit Cattached hereto and
incorporated herein.
Easement Area
(f)The term "" shall mean the Utility Easement Area and any
easements over the Common Areas grantedin this EasementAgreement.
2.Easements.
2.1Grant of Reciprocal Easements. Subject to any express conditions, limitations or
reservations contained herein, PHS/CG and PHS/Cottage Grove hereby declare
that the Parcels, and all Owners and Permittees of the Parcels, shall be benefited
and burdened by the following nonexclusive, perpetual and reciprocal easements
which are hereby imposed upon the Parcels and all present and future Owners and
Permittees of the Parcels:
-2-
{00533945.1 }
(a)Access.An easement in favor of each Parcel for reasonable access, ingress and
egress overall paved driveways, roadways,walkways and parking areas as
presently or hereafter constructed and constituting a part of the Common Area of
either Parcel so as to provide for the passage of motor vehicles and pedestrians
over all portions of the Common Area of either Parcel intended for such purposes,
and to and from all abutting streets or rights of way furnishing access to either
Parcel.
(b) Drainage and Utility.An easement under and across the Utility Easement Area for
the installation, operation, maintenance, repair and replacement of water quality
treatment ponds, infiltration raingardenponds, storm water drainage ponds, drainage
and storage of surface water, catch basin, water mains, storm drains, sewers, water
sprinkler system lines,telephone or electrical conduits or systems, fiber optic
communication lines, cable, gas mains and other utility facilities necessary for the
orderly development and operation of the Common Areas and each building from
Utilities
time to time located within the Parcels(the ""). Except in an emergency, the
right of any Owner and its Permittees to enter upon the Parcel of another Owner for
the purpose of maintaining, repairing or replacing any of the Utilities shall be limited
to private utilities and the exercise of any right pursuant to such easements shall be
conditioned upon providing reasonable advance written notice to the other Owner as
to the time and manner of entry. All such systems, structures, mains, sewers,
conduits, lines and other public utilities shall be installed and maintained below the
ground level or surface of the Parcel (except for such parts thereof that cannot and
are not intended to be placed below the surface, such as transformers and control
panels, which shall be placed in such location as approved by the Owner of the
affected Parcel).Driveways, roadways, walkways, parking areas, walkways, curbs,
gutters, landscaping and similar improvements may be located in the Utility
EasementArea.
(c)City Drainage and UtilityEasements.An easement for the benefit of the City of
Cottage Grove under and across the Utility Easement Area for theoperation,
maintenance, repair and replacement of water quality treatment ponds, infiltration
raingardenponds, storm water drainage ponds, drainageand storage of surface
water, catch basin, water mains, storm drains, sanitary sewers, water sprinkler
system lines, telephone or electrical conduits or systems, fiber optic communication
lines, cable, gas mains and other utility facilities necessary for the orderly
development and operation of the Common Areas and each building from time to
time located within the Parcels.
(d)General Application.All systems, structures, mains, sewers, conduits, lines and
other public utilities shall be installed and maintained below the ground level or
surface of the Parcel (except for such parts thereof that cannot and are not intended
to be placed below the surface, such as transformers and control panels, which shall
be placed in such location as approved by the Owner of the affected Parcel).
-3-
{00533945.1 }
2.2Reasonable Use of Easements. The easements herein above granted shall be used
and enjoyed by each Owner and its Permittees in such a manner so as not to
unreasonably interfere with, obstruct or delay the conduct and operations of the
business and activities of any other Owner or its Permittees at any time conducted
on its Parcel, including, without limitation, public access to and from said
business, and the receipt or delivery of merchandise in connection therewith.
3.Maintenance. Each Owner of a Parcel covenants at all times during the term of this
Easement Agreement to maintain or cause to be maintained at its expense all Common
Areas and the improvements located on its Parcel in good working order, condition and
repair.
4.Insurance. Throughout the term of this EasementAgreement, each Owner shall procure
and maintain (or cause to be procured and maintained) general and/or comprehensive
public liability and property damage insurance against claims for personal injury,death,
or property damage occurring upon such Owner's Parcel, with single limit coverage of
not less than an aggregate of TwoMillion Dollars ($2,000,000.00) including umbrella
coverage, if any, written by one or more responsible insurance carriers licensed to do
business in the state in which the Parcels are located. The liability of each Owner under
this EasementAgreementshall be limited to each Owner's respective Parcel that is
burdened or benefitedby this EasementAgreementand no partner, officer, manager,
shareholder, member or director of an Owner shall have any liability with respect to the
covenants contained herein, provided that the Owners and their respective partners,
agents, officers, directors, managers, shareholders, members, employees or tenants, shall
not be liable to the other for damage to or loss, theft, robbery, pilferage or loss of the use
of property, or for injury or deathto persons caused by any persons entering the
Easement Area.
5.Taxes and Assessments. Each Owner shall pay all taxes, assessments, or charges of any
type levied or made by any governmental body or agency with respect to its Parcel.
6.No Rights in Public; No Implied Easements.Except as set forth in Paragraph 2.1(c),
nothing contained herein shall be construed as creating any rights in the general public or
as dedicating for public use any portion of ParcelsA or Parcel B. No easements, except
those expressly set forth in paragraph 2, shall be implied by this EasementAgreement; in
that regard, and without limiting the foregoing, no easements for signage are granted or
implied.
7.Remedies and Enforcement.
7.1All Legal and Equitable Remedies Available. In the event of a breach or
threatened breach by any Owner or its Permittees of any of the terms, covenants,
restrictions or conditions hereof, the other Owner(s) shall be entitled forthwith to
full and adequate relief by injunction and/or all such other available legal and
equitable remedies from the consequences of such breach, including payment of
any amounts due and/or specific performance.
-4-
{00533945.1 }
7.2Self-Help. In addition to all other remedies available at law or in equity, upon the
failure of a defaulting Owner to cure a breach of this EasementAgreementwithin
thirty (30) days following written notice thereof by an Owner (unless, with
respect to any such breach the nature of which cannot reasonably be cured within
such 30-day period, the defaulting Owner commences such cure within such 30-
day period and thereafter diligently prosecutes such cure to completion), any
Owner shall have the right to perform such obligation contained in this Easement
Agreementon behalf of such defaulting Owner and be reimbursed by such
defaulting Owner upon demand for the reasonable costs thereof together with
interest at the prime rate charged from time to time by Bank One, N.A. (its
successors or assigns), plus two percent (2%) (not to exceed the maximum rate of
interest allowed by law). Notwithstanding the foregoing, in the event of (i) an
emergency, (ii) blockage or material impairment of the easement rights, and/or
(iii) the unauthorized parking of vehicles on a Parcel, an Owner may immediately
cure the same and be reimbursed by the other Owner upon demand for the
reasonable cost thereof together with interest at the prime rate, plus two percent
(2%), as above described.
7.3Lien Rights. Any claim for reimbursement, including interest as aforesaid, and all
costs and expenses including reasonable attorneys' fees awarded to any Owner in
enforcing any payment in any suit or proceeding under this EasementAgreement
shall be assessed against the defaulting Owner in favor of the prevailing party and
Assessment Lien
shall constitute a lien (the "") against the Parcel of the defaulting
Owner until paid, effective upon the recording of a notice of lien with respect
thereto in the official real estate records of Washington County, Minnesota;
provided, however, that any such Assessment Lien shall be subject and
subordinate to (i) liens for taxes and other public charges which by applicable law
are expressly made superior, (ii) all liens recorded in the official real estate
records of Washington County, Minnesota prior to the date of recordation of said
notice of lien, and (iii) all leases entered into, whether or not recorded, prior to the
date of recordation of said notice of lien. All liens recorded subsequent to the
recordation of the notice of lien described herein shall be junior and subordinate
to the Assessment Lien. Upon the timely curing by the defaulting Owner of any
default for which a notice of lien was recorded, the party recording same shall
record an appropriate release of such notice of lien and Assessment Lien.
7.4Remedies Cumulative. The remedies specified herein shall be cumulative and in
addition to all other remedies permitted at law or in equity.
7.5No Termination For Breach.Notwithstanding the foregoing to the contrary, no
breach hereunder shall entitle any Owner to cancel, rescind, or otherwise
terminate this EasementAgreement. No breach hereunder shall defeat or render
invalid the lien of any mortgage upon any Parcel made in good faith for value, but
the easements, covenants, conditions and restrictions hereof shall be binding upon
-5-
{00533945.1 }
and effective against any Owner of such Parcel covered hereby whose title thereto
is acquired by foreclosure, trustee's sale, or otherwise.
7.6Irreparable Harm. In the event of a violation or threat thereof of any of the
provisions of paragraph 2of this EasementAgreement, each Owner agrees
that such violation or threat thereof shall cause the nondefaulting Owner
and/or its Permittees to suffer irreparable harm and such nondefaulting
Owner and its Permittees shall have no adequate remedy at law. As a result,
in the event of a violation or threat thereof of any of the provisions of
paragraph 2of this EasementAgreement, the nondefaulting Owner,in
addition to all remedies available at law or otherwise under this Easement
Agreement, shall each be entitled to injunctive or other equitable relief to
enjoin a violation or threat thereof of paragraph2of this Easement
Agreement.
8.Term.The easements, covenants, conditions and restrictions contained in this Easement
Agreementshall be effective commencing on the date of recordation of this Easement
Agreementin the official real estate records of Washington County, Minnesota and shall
remain in full force and effect thereafter in perpetuity, unless this EasementAgreementis
modified, amended, canceled or terminated by the written consent of all then record
Owners of ParcelsA and Parcel B in accordance with paragraph 9.2hereof.
9.Miscellaneous.
9.1Attorneys' Fees. In the event a party institutes any legal action or proceeding for
the enforcement of any right or obligation herein contained, the prevailing party
after a final adjudication shall be entitled to recover its costs andreasonable
attorneys' fees incurred in the preparation and prosecution of such action or
proceeding.
9.2Amendment.PHS/CG and PHS/Cottage Groveagree that the provisions of this
EasementAgreementmay be modified or amended, in whole or in part, or
terminated, only by the written consent of all record Owners of ParcelsA and
Parcel B, evidenced by a document that has been fully executed and
acknowledged by all such record Owners and recorded in the official real estate
records of Washington County, Minnesota.
9.3Consents. Wherever in this EasementAgreementthe consent or approval of an
Owner is required, unless otherwise expressly provided herein, such consent or
approval shall not be unreasonably withheld or delayed. Any request for consent
or approval shall: (a) be in writing; (b) specify the section hereof which requires
that such notice be given or that such consent or approval be obtained; and (c) be
accompanied by such background data as is reasonably necessary to make an
informed decision thereon. The consent of an Owner under this Easement
Agreement, to be effective, must be given, denied or conditioned expressly and in
writing.
-6-
{00533945.1 }
9.4No Waiver. No waiver of any default of any obligation by any party hereto shall
be implied from any omission by the other party to take any action with respect to
such default.
9.5No Agency. Nothing in this EasementAgreementshall be deemed or construed
by either party or by any third person to create the relationship of principal and
agent or of limited or general partners or of joint venturers or of any other
association between the parties.
9.6Covenants to Run with Land.It is intended that each of the easements, covenants,
conditions, restrictions, rights and obligations set forth herein shall run with the
land and create equitable servitudes in favor of the real property benefited
thereby, shall bind every person having any fee, leasehold or other interest therein
and shall inure to the benefit of the respective parties and their successors,
assigns, heirs and personal representatives.If either Parcel is subdivided into two
or more parts by ownership, the rights and obligations arising under this Easement
Agreement shall benefit and bind only those portions of the Parcel which are
contiguous to the easements described in this Easement Agreement or which have
appurtenant rights to the easements described in this Easement Agreement, and
the owners thereof, and the other portions of the Parcel and the owners thereof
shall not be benefited or burdened by such rights or obligations. Each Owner
shall be liable under this Easement Agreement only for such obligations as accrue
during its respective period of ownership of the Parcel.
9.7Grantee's Acceptance.The grantee of any Parcel or any portion thereof, by
acceptance of a deed conveying title thereto or the execution of a contract for the
purchase thereof, whether from an original party or from a subsequent owner of
such Parcel, shall accept such deed or contract upon and subject to each and all of
the easements, covenants, conditions, restrictions and obligations contained
herein. By such acceptance, any such grantee shall for itself and its successors,
assigns, heirs, and personal representatives, covenant, consent, and agree to and
with the other party, to keep, observe, comply with, and perform the obligations
and agreements set forth herein with respect to the property so acquired by such
grantee.
9.8Severability.Each provision of this EasementAgreementand the application
thereof to ParcelsA and Parcel B are hereby declared to be independent of and
severable from the remainder of this EasementAgreement. If any provision
contained herein shall be heldto be invalid or to be unenforceable or not to run
with the land, such holding shall not affect the validity or enforceability of the
remainder of this EasementAgreement. In the event the validity or enforceability
of any provision of this EasementAgreementis held to be dependent upon the
existence of a specific legal description, the parties agree to promptly cause such
legal description to be prepared. Ownership of both Parcels by the same person or
-7-
{00533945.1 }
entity shall not terminate this EasementAgreementnor in any manner affect or
impair the validity or enforceability of this EasementAgreement.
9.9Time of Essence. Time is of the essence of this EasementAgreement.
9.10Entire Agreement. This EasementAgreementcontains the complete
understanding and agreement of the parties hereto with respect to all matters
referred to herein, and all prior representations, negotiations, and understandings
are superseded hereby.
9.11Notices. Notices or other communication hereunder shall be in writing and shall
be sent certified or registered mail, return receipt requested, or by other national
overnight courier company, or personal delivery. Notice shall be deemed given
upon receipt or refusal to accept delivery. Each Ownermay change from time to
time their respective address for notice hereunder by like notice to the other
Owner(s). The notice addressesof PHS/CG and PHS/Cottage Grove areas
follows:
PHS/CG:PHS/CGCenter,LLC
Attn:Pam Belz
2845 Hamline AvenueNorth, Suite 100
Roseville, Minnesota 55113
PHS/Cottage Grove:PHS/Cottage Grove, Inc.
Attn: Mark T. Meyer
2845 Hamline Avenue North
Roseville, Minnesota 55113
9.12Governing Law. The laws of the State of Minnesotashall govern the
interpretation, validity, performance, and enforcement of this Easement
Agreement.
9.13Estoppel Certificates. Each Owner, within thirty (30) days of its receipt of a
written request from the other Owner, shall from time to time provide the
requesting Owner, a certificate binding upon such Owner stating: (a) to the best of
such Owner’s knowledge, whether any party to this EasementAgreementis in
default or violation of this EasementAgreementand if so identifying such default
or violation; and (b) that this EasementAgreementis in full force and effect and
identifying any amendments to the EasementAgreement as of the date of such
certificate.
9.14Bankruptcy. In the event of any bankruptcy affecting any Owner or occupant of
any Parcel, the parties agree that this EasementAgreementshall, to the maximum
extent permitted by law, be considered an agreement that runs with the land and
that is not rejectable, in whole or in part, by the bankrupt person or entity.
-8-
{00533945.1 }
IN WITNESS WHEREOF
,PHS/CG and PHS/Cottage Grove have executed this Easement
Agreementas of the date first written above.
PHS/CG Center, LLC
By:_________________________________
Its:_________________________________
STATE OF MINNESOTA)
)ss.
COUNTY OF____________)
This instrument was acknowledged before me on this ____ day of ________________, 2016, by
____________________, the _________________ of PHS/CG Center, LLC, a Minnesota
limited liability company, on behalf of said limited liability company.
____________________________________
Notary Public
\[Signature page 1 of 2 to Access and Utility Easement Agreement\]
-9-
{00533945.1 }
PHS/Cottage Grove, Inc.
By: ____________________________
Mark T. Meyer
Its:Chief Financial Officer
STATE OF MINNESOTA)
)ss.
COUNTY OF____________)
This instrument was acknowledged before me on this ____ day of ________________, 2016, by
Mark T. Meyer, the Chief Financial Officer of PHS/Cottage Grove, Inc., a Minnesota non-profit
corporation, on behalf of said non-profit corporation.
____________________________________
Notary Public
\[Signature page 2of 2 to Access and Utility Easement Agreement\]
-10-
{00533945.1 }
EXHIBIT A
LEGAL DESCRIPTION OFPARCELSA
Lots 1, 2and 3, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the
recorded plat thereof on file and of record in the office of the Registrar of Titles in and for the
County of Washington and State of Minnesota.
{00533945.1 }
EXHIBIT B
LEGAL DESCRIPTION OFPARCEL B
Lot 1, Block One, PHS COTTAGE GROVE INC., according to the recorded plat thereof,
Washington County, Minnesota.
{00533945.1 }
EXHIBIT C
UTILITY EASEMENT AREA
DD
EPICTION AND ESCRIPTION
{00533945.1 }
CONSENT TO ACCESS AND UTILITY EASEMENT AGREEMENT
Mortgagee
Wells Fargo Bank, National Association, a national banking association (""),
as mortgagee under that certain ___________ Mortgage _______________________ , executed
by PHS/Cottage Grove, Inc. in favor of Mortgagee, dated _____________________, recorded in
the office of the Registrar of Titles, Washington County, Minnesota on __________________, as
Document No. ________________ (together with any modifications or supplements thereto, the
Mortgage
""), hereby consents to the foregoing Access and Utility Easement Agreement by and
between PHS/CG Center, LLCandPHS/Cottage Grove, Inc., it being Mortgagee's intention that
by executing and acknowledging this Consent, the same shall be as if it had executed and
acknowledged the Access and Utility Easement Agreement.
\[Signatures on next page\]
{00533945.1 }
Wells Fargo Bank, National Association
(A national banking association)
By:_________________________________
Its:_________________________________
STATE OF ______________)
) ss.
COUNTY OF ____________)
The foregoing instrument was acknowledged before me this _____ day of _______________,
20___, by __________________________________, the ___________________ of Wells Fargo
Bank, National Association, a national banking association, on behalf of said national banking
association.
___________________________________
Notary Public
This instrument drafted by:
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 332-1030
Reference: GCS
\[Signature page to Consent to Access and Utility Easement Agreement\]
{00533945.1 }
Drainageand Utility Easement Agreement
______________________________________________________________________________
(FRUO)
ORECORDING SENLY
DRAINAGE AND UTILITY EASEMENT AGREEMENT
THIS DRAINAGE AND UTILITY EASEMENT AGREEMENTEasement
(this "
Agreement
") is made and entered into this _____ day of December, 2016, by and between
PHS/CG Center, LLCPHS/CGCity of
, a Minnesota limited liability company (""), and the
Cottage GroveCity
, a municipal corporation (the "").
RECITALS
A.PHS/CG is the owner of that certain parcel of real property situated in the City of Cottage
Grove, County of Washington, State of Minnesota, more particularly described on
Parcels A
Exhibit A attached hereto and incorporated herein by this reference (""), and
the City is the owner of that certain real property situated in the City of Cottage Grove,
County of Washington, State of Minnesota, more particularly described on Exhibit B
Parcel B
attached hereto and incorporated herein by this reference ("") (Parcels A and
Parcels
Parcel B are collectively referred to herein as the "").
B.PHS/CG and the City desire to impose a drainage and utility easement upon the Parcels,
for the mutual and reciprocal benefit and complement of the Parcels and the present and
future owners and occupants thereof, on the terms and conditions hereinafter set forth
within the utility easement area described and depicted on Exhibit C to this Easement
Agreement, as hereinafter provided.
NOW, THEREFORE
, in consideration of the above premises and of the covenants herein
contained, the parties hereto hereby declare that the Parcels and all present and future owners and
occupants of the Parcels shall be and hereby are subject to the terms, covenants and easements
hereinafter set forth in this Easement Agreement, so that said Parcels shall be maintained, kept,
sold and used in full compliance with and subject to this Easement Agreement and, in connection
therewith, PHS/CG and the City covenant and agree as follows:
AGREEMENTS
- 1 -
{00534803.1 }
1. Definitions. For purposes hereof:
OwnerOwners
(a) The term "" or "" shall mean PHS/CG and the City and any and all
successors or assigns of such persons as the owner or owners of fee simple title to
all or any portion of the real property covered hereby, whether by sale,
assignment, inheritance, operation of law, trustee's sale, foreclosure, or otherwise,
but not including the holder of any lien or encumbrance on such real property.
ParcelParcels
(b) The term "" or "" shall mean each separately identified parcel of
real property now constituting a part of the real property subjected to this
Easement Agreement as described on Exhibit A, that is, Parcels A and on Exhibit
B, that is, Parcel B, and any future subdivisions thereof.
Permittees
(c) The term "" shall mean the tenant(s), resident(s) or occupant(s) of a
Parcel, and the respective employees, agents, contractors, customers, invitees and
licensees of the Owner of such Parcel.
Drainage and Utility Easement Area
(d) The term "" shall mean those portions of
Parcels A and Parcel B legally described and depicted on Exhibit C attached
hereto and incorporated herein.
2. Easements.
2.1 Grant of Reciprocal Easements. Subject to any express conditions, limitations or
reservations contained herein, PHS/CG and the City hereby declare that the
Parcels, and all Owners and Permittees of the Parcels, shall be benefited and
burdened by the following nonexclusive, perpetual and reciprocal easements
which are hereby imposed upon the Parcels and all present and future Owners and
Permittees of the Parcels:
(a) Drainage and Utility. An easement under and across the Drainage and Utility
Easement Area for the installation, operation, maintenance, repair and replacement
of water quality treatment ponds, infiltration raingarden ponds, drainage and storage
of surface water, catch basin, water mains, storm drains, sewers, water sprinkler
system lines, telephone or electrical conduits or systems, fiber optic communication
lines, cable, gas mains and other utility facilities necessary for the orderly
development and operation of each building from time to time located within the
Utilities
Parcels (the ""). Except in an emergency, the right of any Owner and its
Permittees to enter upon the Parcel of another Owner for the purpose of maintaining,
repairing or replacing any of the Utilities shall be limited to private utilities and the
exercise of any right pursuant to such easements shall be conditioned upon providing
reasonable advance written notice to the other Owner as to the time and manner of
entry. All such systems, structures, mains, sewers, conduits, lines and other public
utilities shall be installed and maintained below the ground level or surface of the
Parcel (except for such parts thereof that cannot and are not intended to be placed
below the surface, such as transformers and control panels, which shall be placed in
- 2 -
{00534803.1 }
such location as approved by the Owner of the affected Parcel). Driveways,
roadways, walkways, parking areas, walkways, curbs, gutters, landscaping and
similar improvements may be located in the Drainage and Utility Easement Area.
(b) General Application. All systems, structures, mains, sewers, conduits, lines and
other public utilities shall be installed and maintained below the ground level or
surface of the Parcel (except for such parts thereof that cannot and are not intended
to be placed below the surface, such as transformers and control panels, which shall
be placed in such location as approved by the Owner of the affected Parcel).
2.2 Reasonable Use of Easements. The easements herein above granted shall be used
and enjoyed by each Owner and its Permittees in such a manner so as not to
unreasonably interfere with, obstruct or delay the conduct and operations of the
business and activities of any other Owner or its Permittees at any time conducted
on its Parcel, including, without limitation, public access to and from said
business, and the receipt or delivery of merchandise in connection therewith.
3. Maintenance. Each Owner of a Parcel covenants at all times during the term of this
Easement Agreement to maintain or cause to be maintained at its expense all Utilities
located on its Parcel in good working order, condition and repair.
4. Insurance. Throughout the term of this Easement Agreement, each Owner shall procure
and maintain (or cause to be procured and maintained) general and/or comprehensive
public liability and property damage insurance against claims for personal injury, death,
or property damage occurring upon such Owner's Parcel, with single limit coverage of
not less than an aggregate of Two Million Dollars ($2,000,000.00) including umbrella
coverage, if any, written by one or more responsible insurance carriers licensed to do
business in the state in which the Parcels are located. The liability of each Owner under
this Easement Agreement shall be limited to each Owner's respective Parcel that is
burdened or benefited by this Easement Agreement and no partner, officer, manager,
shareholder, member or director of an Owner shall have any liability with respect to the
covenants contained herein, provided that the Owners and their respective partners,
agents, officers, directors, managers, shareholders, members, employees or tenants, shall
not be liable to the other for damage to or loss, theft, robbery, pilferage or loss of the use
of property, or for injury or death to persons caused by any persons entering the Drainage
and Utility Easement Area.
5. Taxes and Assessments. Each Owner shall pay all taxes, assessments, or charges of any
type levied or made by any governmental body or agency with respect to its Parcel.
6. No Rights in Public; No Implied Easements. Except as set forth in Paragraph 2.1(c),
nothing contained herein shall be construed as creating any rights in the general public or
as dedicating for public use any portion of Parcels A or Parcel B. No easements, except
those expressly set forth in paragraph 2, shall be implied by this Easement Agreement; in
that regard, and without limiting the foregoing, no easements for signage are granted or
implied.
- 3 -
{00534803.1 }
7. Remedies and Enforcement.
7.1 All Legal and Equitable Remedies Available. In the event of a breach or
threatened breach by any Owner or its Permittees of any of the terms, covenants,
restrictions or conditions hereof, the other Owner(s) shall be entitled forthwith to
full and adequate relief by injunction and/or all such other available legal and
equitable remedies from the consequences of such breach, including payment of
any amounts due and/or specific performance.
7.2 Self-Help. In addition to all other remedies available at law or in equity, upon the
failure of a defaulting Owner to cure a breach of this Easement Agreement within
thirty (30) days following written notice thereof by an Owner (unless, with
respect to any such breach the nature of which cannot reasonably be cured within
such 30-day period, the defaulting Owner commences such cure within such 30-
day period and thereafter diligently prosecutes such cure to completion), any
Owner shall have the right to perform such obligation contained in this Easement
Agreement on behalf of such defaulting Owner and be reimbursed by such
defaulting Owner upon demand for the reasonable costs thereof together with
interest at the prime rate charged from time to time by Bank One, N.A. (its
successors or assigns), plus two percent (2%) (not to exceed the maximum rate of
interest allowed by law). Notwithstanding the foregoing, in the event of (i) an
emergency, (ii) blockage or material impairment of the easement rights, and/or
(iii) the unauthorized parking of vehicles on a Parcel, an Owner may immediately
cure the same and be reimbursed by the other Owner upon demand for the
reasonable cost thereof together with interest at the prime rate, plus two percent
(2%), as above described.
7.3 Lien Rights. Any claim for reimbursement, including interest as aforesaid, and all
costs and expenses including reasonable attorneys' fees awarded to any Owner in
enforcing any payment in any suit or proceeding under this Easement Agreement
shall be assessed against the defaulting Owner in favor of the prevailing party and
Assessment Lien
shall constitute a lien (the "") against the Parcel of the defaulting
Owner until paid, effective upon the recording of a notice of lien with respect
thereto in the official real estate records of Washington County, Minnesota;
provided, however, that any such Assessment Lien shall be subject and
subordinate to (i) liens for taxes and other public charges which by applicable law
are expressly made superior, (ii) all liens recorded in the official real estate
records of Washington County, Minnesota prior to the date of recordation of said
notice of lien, and (iii) all leases entered into, whether or not recorded, prior to the
date of recordation of said notice of lien. All liens recorded subsequent to the
recordation of the notice of lien described herein shall be junior and subordinate
to the Assessment Lien. Upon the timely curing by the defaulting Owner of any
default for which a notice of lien was recorded, the party recording same shall
record an appropriate release of such notice of lien and Assessment Lien.
- 4 -
{00534803.1 }
7.4 Remedies Cumulative. The remedies specified herein shall be cumulative and in
addition to all other remedies permitted at law or in equity.
7.5 No Termination For Breach. Notwithstanding the foregoing to the contrary, no
breach hereunder shall entitle any Owner to cancel, rescind, or otherwise
terminate this Easement Agreement. No breach hereunder shall defeat or render
invalid the lien of any mortgage upon any Parcel made in good faith for value, but
the easements, covenants, conditions and restrictions hereof shall be binding upon
and effective against any Owner of such Parcel covered hereby whose title thereto
is acquired by foreclosure, trustee's sale, or otherwise.
7.6 Irreparable Harm. In the event of a violation or threat thereof of any of the
provisions of paragraph 2 of this Easement Agreement, each Owner agrees
that such violation or threat thereof shall cause the nondefaulting Owner
and/or its Permittees to suffer irreparable harm and such nondefaulting
Owner and its Permittees shall have no adequate remedy at law. As a result,
in the event of a violation or threat thereof of any of the provisions of
paragraph 2 of this Easement Agreement, the nondefaulting Owner, in
addition to all remedies available at law or otherwise under this Easement
Agreement, shall each be entitled to injunctive or other equitable relief to
enjoin a violation or threat thereof of paragraph 2 of this Easement
Agreement.
8. Term. The easements, covenants, conditions and restrictions contained in this Easement
Agreement shall be effective commencing on the date of recordation of this Easement
Agreement in the official real estate records of Washington County, Minnesota and shall
remain in full force and effect thereafter in perpetuity, unless this Easement Agreement is
modified, amended, canceled or terminated by the written consent of all then record
Owners of Parcels A and Parcel B in accordance with paragraph 9.2 hereof.
9. Miscellaneous.
9.1 Attorneys' Fees. In the event a party institutes any legal action or proceeding for
the enforcement of any right or obligation herein contained, the prevailing party
after a final adjudication shall be entitled to recover its costs and reasonable
attorneys' fees incurred in the preparation and prosecution of such action or
proceeding.
9.2 Amendment. PHS/CG and the City agree that the provisions of this Easement
Agreement may be modified or amended, in whole or in part, or terminated, only
by the written consent of all record Owners of Parcels A and Parcel B, evidenced
by a document that has been fully executed and acknowledged by all such record
Owners and recorded in the official real estate records of Washington County,
Minnesota.
- 5 -
{00534803.1 }
9.3 Consents. Wherever in this Easement Agreement the consent or approval of an
Owner is required, unless otherwise expressly provided herein, such consent or
approval shall not be unreasonably withheld or delayed. Any request for consent
or approval shall: (a) be in writing; (b) specify the section hereof which requires
that such notice be given or that such consent or approval be obtained; and (c) be
accompanied by such background data as is reasonably necessary to make an
informed decision thereon. The consent of an Owner under this Easement
Agreement, to be effective, must be given, denied or conditioned expressly and in
writing.
9.4 No Waiver. No waiver of any default of any obligation by any party hereto shall
be implied from any omission by the other party to take any action with respect to
such default.
9.5 No Agency. Nothing in this Easement Agreement shall be deemed or construed
by either party or by any third person to create the relationship of principal and
agent or of limited or general partners or of joint venturers or of any other
association between the parties.
9.6 Covenants to Run with Land. It is intended that each of the easements, covenants,
conditions, restrictions, rights and obligations set forth herein shall run with the
land and create equitable servitudes in favor of the real property benefited
thereby, shall bind every person having any fee, leasehold or other interest therein
and shall inure to the benefit of the respective parties and their successors,
assigns, heirs and personal representatives. If either Parcel is subdivided into two
or more parts by ownership, the rights and obligations arising under this Easement
Agreement shall benefit and bind only those portions of the Parcel which are
contiguous to the easements described in this Easement Agreement or which have
appurtenant rights to the easements described in this Easement Agreement, and
the owners thereof, and the other portions of the Parcel and the owners thereof
shall not be benefited or burdened by such rights or obligations. Each Owner
shall be liable under this Easement Agreement only for such obligations as accrue
during its respective period of ownership of the Parcel.
9.7 Grantee's Acceptance. The grantee of any Parcel or any portion thereof, by
acceptance of a deed conveying title thereto or the execution of a contract for the
purchase thereof, whether from an original party or from a subsequent owner of
such Parcel, shall accept such deed or contract upon and subject to each and all of
the easements, covenants, conditions, restrictions and obligations contained
herein. By such acceptance, any such grantee shall for itself and its successors,
assigns, heirs, and personal representatives, covenant, consent, and agree to and
with the other party, to keep, observe, comply with, and perform the obligations
and agreements set forth herein with respect to the property so acquired by such
grantee.
- 6 -
{00534803.1 }
9.8 Severability. Each provision of this Easement Agreement and the application
thereof to Parcels A and Parcel B are hereby declared to be independent of and
severable from the remainder of this Easement Agreement. If any provision
contained herein shall be held to be invalid or to be unenforceable or not to run
with the land, such holding shall not affect the validity or enforceability of the
remainder of this Easement Agreement. In the event the validity or enforceability
of any provision of this Easement Agreement is held to be dependent upon the
existence of a specific legal description, the parties agree to promptly cause such
legal description to be prepared. Ownership of both Parcels by the same person or
entity shall not terminate this Easement Agreement nor in any manner affect or
impair the validity or enforceability of this Easement Agreement.
9.9 Time of Essence. Time is of the essence of this Easement Agreement.
9.10 Entire Agreement. This Easement Agreement contains the complete
understanding and agreement of the parties hereto with respect to all matters
referred to herein, and all prior representations, negotiations, and understandings
are superseded hereby.
9.11 Notices. Notices or other communication hereunder shall be in writing and shall
be sent certified or registered mail, return receipt requested, or by other national
overnight courier company, or personal delivery. Notice shall be deemed given
upon receipt or refusal to accept delivery. Each Owner may change from time to
time their respective address for notice hereunder by like notice to the other
Owner(s). The notice addresses of PHS/CG and the City are as follows:
PHS/CG: PHS/CG Center, LLC
Attn: Pam Belz
2845 Hamline Avenue North, Suite 100
Roseville, Minnesota 55113
The City: City of Cottage Grove, Minnesota
Attn: Charlene Stevens
Cottage Grove City Hall
12800 Ravine Parkway South
Cottage Grove, Minnesota 55016
9.12 Governing Law. The laws of the State of Minnesota shall govern the
interpretation, validity, performance, and enforcement of this Easement
Agreement.
9.13 Estoppel Certificates. Each Owner, within thirty (30) days of its receipt of a
written request from the other Owner, shall from time to time provide the
requesting Owner, a certificate binding upon such Owner stating: (a) to the best of
such Owner’s knowledge, whether any party to this Easement Agreement is in
- 7 -
{00534803.1 }
default or violation of this Easement Agreement and if so identifying such default
or violation; and (b) that this Easement Agreement is in full force and effect and
identifying any amendments to the Easement Agreement as of the date of such
certificate.
9.14 Bankruptcy. In the event of any bankruptcy affecting any Owner or occupant of
any Parcel, the parties agree that this Easement Agreement shall, to the maximum
extent permitted by law, be considered an agreement that runs with the land and
that is not rejectable, in whole or in part, by the bankrupt person or entity.
\[Signatures begin on next page\]
- 8 -
{00534803.1 }
IN WITNESS WHEREOF
, PHS/CG and The City have executed this Easement Agreement as
of the date first written above.
PHS/CG CENTER, LLC
By:_________________________________
Its:_________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF____________ )
This instrument was acknowledged before me on this ____ day of ________________, 2016, by
____________________, the _________________ of PHS/CG Center, LLC, a Minnesota
limited liability company, on behalf of said limited liability company.
____________________________________
Notary Public
\[Signature page 1 of 2 to Drainage and Utility Easement Agreement\]
- 9 -
{00534803.1 }
CITY OF COTTAGE GROVE
By: ____________________________
Myron Bailey, Mayor
By: ____________________________
Joseph Fischbach, City Clerk
STATE OF MINNESOTA )
) ss.
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Myron Bailey and Joseph
Fischbach are the persons who appeared before me, and said persons acknowledged that said
persons signed this instrument, on oath stated that said persons were authorized to execute the
instrument and acknowledged them as the Mayor and City Clerk, respectively, of the City of
Cottage Grove, a municipal corporation, to be their free and voluntary act for the uses and
purposes mentioned in the instrument.
Dated this _____ day of __________________, 2016.
____________________________________
(Signature of Notary)
\[Signature page 2 of 2 to Drainage and Utility Easement Agreement\]
- 10 -
{00534803.1 }
EXHIBIT A
LEGAL DESCRIPTION OF PARCELS A
Lot 3, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the recorded plat
thereof on file and of record in the office of the Registrar of Titles in and for the County of
Washington and State of Minnesota.
{00534803.1 }
EXHIBIT B
LEGAL DESCRIPTION OF PARCEL B
Lot 4, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the recorded plat
thereof on file and of record in the office of the Registrar of Titles in and for the County of
Washington and State of Minnesota.
{00534803.1 }
EXHIBIT C
DRAINAGE AND UTILITY EASEMENT AREA
DD
EPICTION AND ESCRIPTION
{00534803.1 }
Storm SewerEasement Agreement
___________________________________________________________________________________
(FRUO)
ORECORDINGSENLY
STORM SEWER EASEMENT AGREEMENT
THIS STORM SEWER EASEMENT AGREEMENT Agreement
(this "") is made and entered into
Rademacher Family Limited Partnership
effective as of December ____, 2016, by and among , a
RademacherPHS/CG Center, LLC
Minnesota limited partnership (""),, a Minnesota limited liability
PHS/CGPHS/Cottage Grove, Inc.PHS
company (""), and , a Minnesota nonprofit company ("").
RECITALS
Lot
A. Rademacher is the owner of the real property legally described on the attached Exhibit A ("
1
"); and
Lot 2
B. PHS/CG is the owner of the real property legally described on the attached Exhibit B ("");
and
PHS Lot
C. PHS is the owner of the real property legally described on the attached Exhibit C (the "");
and
D. Rademacher, PHS/CG and PHS desire to grant certain easements as identified herein.
NOW THEREFORE
, in consideration of the sum of One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby covenant
and agree as follows:
1. Definitions. For purposes hereof:
Utility Easement Agreement
(a) The term "" shall mean that certain Access and Utility
Easement Agreement dated December ____, 2016 by and between PHS/CG and PHS.
Drainage and Utility Easement
(b) The term "" shall mean the drainage and utility easement
benefitting and burdening the Lots created under and pursuant to paragraph 2.1(b) of the
Utility Easement Agreement.
{00534634.1 }
- 1 -
Drainage and Utility Easement Area
(c) The term "" shall mean those portions of the Lots
depicted and described on Exhibit B of the Utility Easement Agreement.
Easement Area
(d) The term "" shall mean the Storm Sewer Easement Area.
LotLots
(e) The term "" or "" shall mean each separately identified parcel of real property
subjected to this Agreement as described on Exhibit A as Lot 1, on Exhibit B as Lot 2, on
Exhibit C as the PHS Lot and any future subdivision thereof (including any Subdivision).
OwnerOwners
(f) The term "" or "" shall mean, collectively, Rademacher (as to Lot 1),
PHS/CG (as to Lot 2) and PHS (as to the PHS Lot), and any and all successors or assigns
of such persons as the owner or owners of fee simple title to all or any portion of the real
property covered hereby, whether by sale, assignment, inheritance, operation of law,
trustee's sale, foreclosure or otherwise, and including any Subdivision Owner, but not
including the owner of any lien or encumbrance on such real property. As of the date
hereof, Rademacher is the owner of Lot 1, PHS/CG is the owner of Lot 2 and PHS is the
owner of the PHS Lot. It is anticipated that a Lot may be subdivided in the future and that
any Subdivision and any Subdivision Owner will have the rights and obligations as an
Owner under this Agreement.
Storm Sewer Easement Area
(g) The term "" shall mean that portion of the Lots legally
described on Exhibit D attached hereto and depicted on Exhibit D-1 attached hereto.
Subdivision
(h) The term "" shall mean any and all future subdivisions of all or a portion of
any subdivided Lot that exist after the effective date of this Agreement.
Subdivision Owner
(i) The term "" shall mean, collectively, any and all Owners of any
Subdivision.
2. Grant of Storm Sewer Easement. Owners for themselves, their successors and assigns and as
owners of the Lots, hereby grant, declare, establish, covenant and convey a perpetual private pond,
drainage and storm sewer easement, benefitting and burdening Lot 1 and Lot 2 over, under and
across the Storm Sewer Easement Area, for the purposes of (i) drainage of storm water to the
Storm Sewer Pond (hereinafter defined), (ii) access to and installation, maintenance, operation,
repair, replacement and construction of all drainage improvements, storm sewer lines, water quality
treatment ponds, infiltration rain garden ponds, storm water drainage ponds, drainage and storage
of surface water catch basins, and other pond and drainage improvements in the Storm Sewer
Easement Area, and (iii) operation and use of storm sewer lines and storm water pond retention
equipment and facilities in the Storm Sewer Easement Area. The drainage and storm sewer
easement(s) granted herein shall include the right of reasonable ingress and egress as may be
required to construct, maintain, repair, replace and operate the improvements constructed in the
Storm Sewer Easement Area. All storm sewer pipelines and facilities located on Lot 2 and the
Storm Sewer Lines
PHS Lot (the "") shall be installed and maintained by the Owner of Lot 2
below the ground level or surface of the Lots (except for such parts thereof that cannot and are not
intended to be placed below the surface, which shall be placed in such location(s) as reasonably
approved by the Owners of the respective Lot where the Storm Sewer Lines are located). The
{00534634.1 }
- 2 -
Owner of the PHS Lot hereby grants the Owner of Lot 2 access to such areas of Lot 1 as are
needed to construct the Storm Sewer Lines. The storm sewer pond located south of the
southwesterly corner of Lot 1 on the PHS Lot within the Drainage and Utility Easement Area (the
Storm Sewer Pond
"") has already been constructed and exists under and pursuant to the Drainage
and Utility Easement. Driveways, roadways, walkways, parking areas, curbs, gutters, landscaping,
buried power lines, lighting, and similar improvements may be located in those portions of the
Storm Sewer Easement Area which are not used for ponds or open-air drainage purposes or include
above-ground equipment or facilities.
3. Duration. The easements conveyed in this Agreement shall become effective as of the date hereof
and shall be perpetual.
4. Use. The Storm Sewer Easement Area shall be used by the Owner of Lot 1 and the Owner of Lot 2
(and any Subdivision Owner) solely for the purposes set forth in paragraph 2 of this Agreement.
5. No Rights in Public; No Implied Easements. Nothing contained herein shall be construed as
creating any rights in the general public or as dedicating for public use any portion of any of the
Lots.
6. Maintenance.
6.1 Storm Sewer Lines. The Storm Sewer Lines shall be maintained by the Owner of Lot 2.
The Owners of Lot 1 and Lot 2 shall be jointly responsible for and shall jointly share in the
payment in full of the cost of any maintenance, repair and replacement of the Storm Sewer
Lines. Allocation of cost among the Owners of Lot 1 and Lot 2, including any Subdivision
Owner, shall be based upon the percentage of square feet each such Owner's Lot comprises
of the total square feet of all of such Owner's Lots combined. In the event construction on
SewerLine
any of the Lots results in the replacement, resizing and/or rerouting ("
Reconstruction
") of any of the Storm Sewer Lines, the Owner of the Lot undertaking the
Sewer Line Reconstruction shall be responsible for the cost of the Sewer Line
Reconstruction and shall also be responsible to ensure existing service is maintained during
the Sewer Line Reconstruction.
6.2 Storm Sewer Pond. The Storm Sewer Pond shall be maintained by the Owner of the PHS
Lot. The Owners of Lot 1, Lot 2 and the PHS Lot shall be jointly responsible for and shall
jointly share in the payment in full of the cost of any maintenance, repair and replacement
of the Storm Sewer Pond. Allocation of cost among the Owners of Lot 1, Lot 2 and the
PHS Lot, including any Subdivision Owner, shall be based upon the percentage of square
feet each Owner's Lot comprises of the total square feet of all of such Owner's Lots
combined.
7. Remedies and Enforcement.
7.1 All Legal and Equitable Remedies Available. In the event of a breach or threatened breach
of any term of this Agreement, the parties shall have the right to exercise any and all
{00534634.1 }
- 3 -
remedies afforded under law and at equity, including without limitation the right to obtain
injunctive relief, payment of any amounts due and/or specific performance.
7.2 Self-Help. In addition to all other remedies available at law or in equity, upon the failure
of a defaulting Owner (including any Subdivision Owner) to cure a breach of this
Agreement within thirty (30) days following written notice thereof by an Owner (including
any Subdivision Owner) (unless, with respect to any such breach the nature of which
cannot reasonably be cured within such thirty (30) day period, the defaulting Owner or
Subdivision Owner commences such cure within such thirty (30) day period and thereafter
diligently prosecutes such cure to completion), any Owner (including any Subdivision
Owner) shall have the right to perform such obligation contained in this Agreement on
behalf of such defaulting Owner or Subdivision Owner and be reimbursed by such
defaulting Owner or Subdivision Owner upon demand for the reasonable costs thereof
together with interest at the prime rate charged from time to time by Wells Fargo Bank,
N.A. (its successors or assigns), plus two percent (2.0%) (not to exceed the maximum rate
of interest allowed by law). Notwithstanding the foregoing, in the event of (i) an
emergency and/or (ii) blockage or material impairment of the easement rights, an Owner
(including any Subdivision Owner) may immediately cure the same and be reimbursed by
the defaulting Owner or Subdivision Owner upon demand for the reasonable cost thereof
together with interest at the above-described prime rate, plus two percent (2.0%), as
described above.
7.3 Lien Rights. Any claim for reimbursement, including interest as aforesaid, and all costs
and expenses including reasonable attorneys' fees awarded to any Owner or Subdivision
Owner in enforcing any payment in any suit or proceeding under this Agreement shall be
assessed against the defaulting Owner or Subdivision Owner in favor of the prevailing
Assessment Lien
party and shall constitute a lien (the "") against the Parcel of the
defaulting Owner or Subdivision Owner until paid, effective upon the recording of a notice
of lien with respect thereto in the official real estate records of Washington County,
Minnesota; provided, however, that any such Assessment Lien shall be subject and
subordinate to (i) liens for taxes and other public charges which by applicable law are
expressly made superior, (ii) all liens recorded in the official real estate records of
Washington County, Minnesota prior to the date of recordation of said notice of lien, and
(iii) all leases entered into, whether or not recorded, prior to the date of recordation of said
notice of lien. All liens recorded subsequent to the recordation of the notice of lien
described herein shall be junior and subordinate to the Assessment Lien. Upon the timely
curing by the defaulting Owner or Subdivision Owner of any default for which a notice of
lien was recorded, the party recording same shall record an appropriate release of such
notice of lien and Assessment Lien.
7.4 Remedies Cumulative. The remedies specified herein shall be cumulative and in addition
to all other remedies permitted at law or in equity.
7.5 No Termination For Breach. Notwithstanding the foregoing to the contrary, no breach
hereunder shall entitle any Owner to cancel, rescind, or otherwise terminate this
Agreement. No breach hereunder shall defeat or render invalid the lien of any mortgage
{00534634.1 }
- 4 -
upon any Parcel made in good faith for value, but the easements, covenants, conditions and
restrictions hereof shall be binding upon and effective against any Owner of such Parcel
covered hereby whose title thereto is acquired by foreclosure, trustee's sale, or otherwise.
8. Miscellaneous.
8.1 Attorneys' Fees. In the event a party institutes any legal action or proceeding for the
enforcement of any right or obligation herein contained, the prevailing party after a final
adjudication shall be entitled to recover its costs and reasonable attorneys' fees incurred in
the preparation and prosecution of such action or proceeding.
8.2 Amendment. The parties agree that the provisions of this Agreement may be modified or
amended, in whole or in part, or terminated, only by the written consent of all of the then
record owners of the Lots, evidenced by a document that has been fully executed and
acknowledged by all such record owners, and recorded in the official real estate records of
Washington County, Minnesota.
8.3 Consents. Wherever in this Agreement the consent or approval of an Owner is required,
unless otherwise expressly provided herein, such consent or approval shall not be
unreasonably withheld or delayed. Any request for consent or approval shall: (a) be in
writing; (b) specify the section hereof which requires that such notice be given or that such
consent or approval be obtained; and (c) be accompanied by such background data as is
reasonably necessary to make an informed decision thereon. The consent of an Owner
under this Agreement, to be effective, must be given, denied or conditioned expressly and
in writing.
8.4 No Waiver. No waiver of any default of any obligation by any party hereto shall be
implied from any omission by the other party to take any action with respect to such
default.
8.5 No Agency. Nothing in this Agreement shall be deemed or construed by any party or by
any third person to create the relationship of principal and agent or of limited or general
partners or of joint venturers or of any other association among the parties.
8.6 Successors and Assigns. All rights and easements ratified, confirmed, established, granted,
reserved and consented to by this Agreement shall run with the land and, except as
provided otherwise herein, shall inure to the benefit of and be binding on all present and
future owners of the Lots and their respective successors and assigns. The Owners shall be
liable under this Agreement only for such obligations as accrue during each of their
respective period of ownership of all or a portion of the Lots.
8.7 Grantee's Acceptance. The grantee of any Lot or any portion thereof, by acceptance of a
deed conveying title thereto or the execution of a contract for the purchase thereof, whether
from an original party or from a subsequent owner of such Lot, shall accept such deed or
contract upon and subject to each and all of the easements, covenants, conditions,
restrictions and obligations contained herein. By such acceptance, any such grantee shall
{00534634.1 }
- 5 -
for itself and its successors, assigns, heirs, and personal representatives, covenant, consent,
and agree to and with the other party, to keep, observe, comply with, and perform the
obligations and agreements set forth herein with respect to the property so acquired by such
grantee.
8.8 Severability. Each provision of this Agreement and the application thereof to the Lots are
hereby declared to be independent of and severable from the remainder of this Agreement.
If any provision contained herein shall be held to be invalid or to be unenforceable or not to
run with the land, such holding shall not affect the validity or enforceability of the
remainder of this Agreement. In the event the validity or enforceability of any provision of
this Agreement is held to be dependent upon the existence of a specific legal description,
the parties agree to promptly cause such legal description to be prepared. Ownership of all
of the Lots by the same person or entity shall not terminate this Agreement nor in any
manner affect or impair the validity or enforceability of this Agreement.
8.9 Time of Essence. Time is of the essence of this Agreement.
8.10 Entire Agreement. This Agreement contains the complete understanding and agreement of
the parties hereto with respect to all matters referred to herein, and all prior representations,
negotiations, and understandings are superseded hereby.
8.11 Notices. All notices, communications, demands and requests permitted or required to be
given to an Owner under this Agreement shall be in writing and shall be deemed to have
been given (a) when personally delivered, or (b) one (1) business day after being delivered
to a reliable and recognized overnight courier or messenger service which provides receipts
of delivery, with fees prepaid or charged to the sending party, or (c) three (3) business days
after being deposited in the United States mail in a sealed envelope with registered or
certified mail postage prepaid thereon, addressed to the Owner at such Owner's Lot.
8.12 Governing Law. The laws of the State of Minnesota shall govern the interpretation,
validity, performance, and enforcement of this Agreement.
8.13 Bankruptcy. In the event of any bankruptcy affecting any Owner or occupant of any Lot,
the parties agree that this Agreement shall, to the maximum extent permitted by law, be
considered an agreement that runs with the land and that is not rejectable, in whole or in
part, by the bankrupt person or entity.
{00534634.1 }
- 6 -
IN WITNESS WHEREOF
, the parties have hereunto executed this Agreement as of the date first written
above.
Rademacher:
Rademacher Family Limited Partnership
(A Minnesota limited partnership)
By:______________________________________
William C. Rademacher
Its: General Partner
And By:________________________________________
Karen L. Rademacher
Its: General Partner
STATE OF MINNESOTA )
) ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this ______ day of _____________, _____, by
William C. RademacherKaren L. RademacherRademacher Family
and , the general partners, of
Limited Partnership
, a Minnesota limited partnership, on behalf of said limited partnership.
___________________________________
Notary Public
\[Signature page 1 of 3 to Storm Sewer Easement Agreement\]
{00534634.1 }
- 7 -
PHS/CG:
PHS/CG Center, LLC
(A Minnesota limited liability company)
By:______________________________________
Mark Meyer
Its: Chief Financial Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this ______ day of _____________, _____, by
Mark MeyerPHS/CG Center, LLC
, the chief financial manager, of , a Minnesota limited liability
company, on behalf of said limited liability company.
___________________________________
Notary Public
\[Signature page 2 of 3 to Storm Sewer Easement Agreement\]
{00534634.1 }
- 8 -
PHS:
PHS/Cottage Grove, Inc.
(A Minnesota nonprofit corporation)
By:______________________________________
Its:______________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF __________ )
The foregoing instrument was acknowledged before me this ______ day of _____________, _____, by
PHS/Cottage
__________________________________, the _____________________________, of
Grove, Inc.
, a Minnesota nonprofit corporation, on behalf of said nonprofit corporation.
___________________________________
Notary Public
This Instrument Drafted By:
Grover C. Sayre, III
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 332-1030
\[Signature page 3 of 3 to Storm Sewer Easement Agreement\]
{00534634.1 }
- 9 -
EXHIBIT A
LEGAL DESCRIPTION LOT 1
Lot 1, Block 1, PHS COTTAGE GROVE INC. 2ND ADDITION, according to the recorded plat thereof
on file and of record in the office of the Registrar of Titles in and for the County of Washington and State
of Minnesota.
A-1
{00534634.1 }
EXHIBIT B
LEGAL DESCRIPTION OF LOT 2
Lot 1, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the recorded plat thereof on
file and of record in the office of the Registrar of Titles in and for the County of Washington and State of
Minnesota.
B-1
{00534634.1 }
EXHIBIT C
LEGAL DESCRIPTION OF PHS LOT
Lot 1, Block 1, PHS/COTTAGE GROVE, INC., according to the recorded plat thereof on file and of
record in the office of the Registrar of Titles in and for the County of Washington and State of Minnesota.
C-1
{00534634.1 }
EXHIBIT D
STORM SEWER EASEMENT AREA
D-1
{00534634.1 }
EXHIBIT D-1
DEPICTION OF SEWER EASEMENT AREA
D-1-1
{00534634.1 }
CONSENT TO ACCESS AND UTILITY EASEMENT AGREEMENT
Mortgagee
Wells Fargo Bank, National Association, a national banking association (""), as
mortgagee under that certain ___________ Mortgage _______________________ , executed by
PHS/Cottage Grove, Inc. in favor of Mortgagee, dated _____________________, recorded in the
office of the Registrar of Titles, Washington County, Minnesota on __________________, as
Document No. ________________ (together with any modifications or supplements thereto, the
Mortgage
""), hereby consents to the foregoing Storm Sewer Easement Agreement by and between
PHS/CG Center, LLC and PHS/Cottage Grove, Inc., it being Mortgagee's intention that by executing
and acknowledging this Consent, the same shall be as if it had executed and acknowledged the
Storm Sewer Easement Agreement.
\[Signatures on next page\]
1
{00534634.1 }
Wells Fargo Bank, National Association
(A national banking association)
By:_________________________________
Its:_________________________________
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this _____ day of _______________,
20___, by __________________________________, the ___________________ of Wells Fargo
Bank, National Association, a national banking association, on behalf of said national banking
association.
___________________________________
Notary Public
This instrument drafted by:
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 332-1030
Reference: GCS
\[Signature page to Consent to Storm Sewer Easement Agreement\]
2
{00534634.1 }
Watermain Easement Agreement
(City)
______________________________________________________________________________
(FRUO)
ORECORDING SENLY
WATERMAIN EASEMENT AGREEMENT
(C)
ITY
THIS WATERMAIN EASEMENT AGREEMENTEasement Agreement
(this "") is made
PHS/CG Center, LLC
and entered into this _____ day of December, 2016, by and between , a
PHS/CGCity of Cottage Grove
Minnesota limited liability company (""), and the , a municipal
City
corporation (the "").
RECITALS
A.PHS/CG is the owner of those certain parcels of real property situated in the City of
Cottage Grove, County of Washington, State of Minnesota, more particularly described
Parcels A
on Exhibit A attached hereto and incorporated herein by this reference (""), and
the City is the owner of that certain real property situated in the City of Cottage Grove,
County of Washington, State of Minnesota, more particularly described on Exhibit B
Parcel B
attached hereto and incorporated herein by this reference ("") (Parcels A and
Parcels
Parcel B are collectively referred to herein as the "").
B.PHS/CG and the City desire to impose certain easements upon the Parcels, for the mutual
and reciprocal benefit and complement of the Parcels and the present and future owners
and occupants thereof, on the terms and conditions hereinafter set forth.
NOW, THEREFORE
, in consideration of the above premises and of the covenants herein
contained, the parties hereto hereby declare that the Parcels and all present and future owners and
occupants of the Parcels shall be and hereby are subject to the terms, covenants and easements
hereinafter set forth in this Easement Agreement, so that said Parcels shall be maintained, kept,
sold and used in full compliance with and subject to this Easement Agreement and, in connection
therewith, PHS/CG and the City covenant and agree as follows:
AGREEMENTS
1. Definitions. For purposes hereof:
- 1 -
{00534794.1 }
OwnerOwners
(a) The term "" or "" shall mean PHS/CG and the City and any and all
successors or assigns of such persons as the owner or owners of fee simple title to
all or any portion of the real property covered hereby, whether by sale,
assignment, inheritance, operation of law, trustee's sale, foreclosure, or otherwise,
but not including the holder of any lien or encumbrance on such real property.
ParcelParcels
(b) The term "" or "" shall mean each separately identified parcel of
real property now constituting a part of the real property subjected to this
Easement Agreement as described on Exhibit A, that is, Parcels A and on Exhibit
B, that is, Parcel B, and any future subdivisions thereof.
Permittees
(c) The term "" shall mean the tenant(s), resident(s) or occupant(s) of a
Parcel, and the respective employees, agents and contractors of the Owner of such
Parcel.
Watermain Easement Area
(d) The term "" shall mean those portions of Parcels A
and Parcel B legally described and depicted on Exhibit C attached hereto and
incorporated herein.
2. Easements:
2.1 Watermain Easement. Subject to any express conditions, limitations or
reservations contained herein, the Owners declare that the Parcels, and all Owners
and Permittees of the Parcels, shall be benefited and burdened by an easement in
favor of each Parcel under and across the Watermain Easement Area for the
Watermain
operation, maintenance, repair and replacement of watermains (the "
Lines
") for the delivery of water to improvements located from time to time on
the Parcels. The Watermain Lines shall be installed and maintained below the
ground level or surface of the Parcel (except for such parts thereof that cannot and
are not intended to be placed below the surface, such as transformers and control
panels, which shall be placed in such location as approved by the Owner of the
affected Parcel). Driveways, roadways, walkways, parking areas, curbs, gutters,
landscaping and similar improvements may be located in the Watermain
Easement Area.
2.2 Reasonable Use of Easements. The easements herein above granted shall be used
and enjoyed by each Owner and its Permittees in such a manner so as not to
unreasonably interfere with, obstruct or delay the conduct and operations of the
business and activities of any other Owner or its Permittees at any time conducted
on its Parcel, including, without limitation, public access to and from said
business, and the receipt or delivery of merchandise in connection therewith.
3. Maintenance. Each Owner of a Parcel covenants at all times during the term of this
Easement Agreement to maintain or cause to be maintained at its expense all Watermain
Lines located on its Parcel in good working order, condition and repair.
- 2 -
{00534794.1 }
4. Insurance. Throughout the term of this Easement Agreement, each Owner shall procure
and maintain (or cause to be procured and maintained) general and/or comprehensive
public liability and property damage insurance against claims for personal injury, death,
or property damage occurring upon such Owner's Parcel, with single limit coverage of
not less than an aggregate of Two Million Dollars ($2,000,000.00) including umbrella
coverage, if any, written by one or more responsible insurance carriers licensed to do
business in the state in which the Parcels are located. The liability of each Owner under
this Easement Agreement shall be limited to each Owner's respective Parcel that is
burdened or benefited by this Easement Agreement and no partner, officer, manager,
shareholder, member or director of an Owner shall have any liability with respect to the
covenants contained herein, provided that the Owners and their respective partners,
agents, officers, directors, managers, shareholders, members, employees or tenants, shall
not be liable to the other for damage to or loss, theft, robbery, pilferage or loss of the use
of property, or for injury or death to persons caused by any persons entering the
Watermain Easement Area.
5. Taxes and Assessments. Each Owner shall pay all taxes, assessments, or charges of any
type levied or made by any governmental body or agency with respect to its Parcel.
6. No Rights in Public; No Implied Easements. Except as set forth in Paragraph 2.1(c),
nothing contained herein shall be construed as creating any rights in the general public or
as dedicating for public use any portion of Parcels A or Parcel B. No easements, except
those expressly set forth in paragraph 2, shall be implied by this Easement Agreement; in
that regard, and without limiting the foregoing, no easements for signage are granted or
implied.
7. Remedies and Enforcement.
7.1 All Legal and Equitable Remedies Available. In the event of a breach or
threatened breach by any Owner or its Permittees of any of the terms, covenants,
restrictions or conditions hereof, the other Owner(s) shall be entitled forthwith to
full and adequate relief by injunction and/or all such other available legal and
equitable remedies from the consequences of such breach, including payment of
any amounts due and/or specific performance.
7.2 Self-Help. In addition to all other remedies available at law or in equity, upon the
failure of a defaulting Owner to cure a breach of this Easement Agreement within
thirty (30) days following written notice thereof by an Owner (unless, with
respect to any such breach the nature of which cannot reasonably be cured within
such 30-day period, the defaulting Owner commences such cure within such 30-
day period and thereafter diligently prosecutes such cure to completion), any
Owner shall have the right to perform such obligation contained in this Easement
Agreement on behalf of such defaulting Owner and be reimbursed by such
defaulting Owner upon demand for the reasonable costs thereof together with
interest at the prime rate charged from time to time by Bank One, N.A. (its
- 3 -
{00534794.1 }
successors or assigns), plus two percent (2%) (not to exceed the maximum rate of
interest allowed by law). Notwithstanding the foregoing, in the event of (i) an
emergency, (ii) blockage or material impairment of the easement rights, and/or
(iii) the unauthorized parking of vehicles on a Parcel, an Owner may immediately
cure the same and be reimbursed by the other Owner upon demand for the
reasonable cost thereof together with interest at the prime rate, plus two percent
(2%), as above described.
7.3 Lien Rights. Any claim for reimbursement, including interest as aforesaid, and all
costs and expenses including reasonable attorneys' fees awarded to any Owner in
enforcing any payment in any suit or proceeding under this Easement Agreement
shall be assessed against the defaulting Owner in favor of the prevailing party and
Assessment Lien
shall constitute a lien (the "") against the Parcel of the defaulting
Owner until paid, effective upon the recording of a notice of lien with respect
thereto in the official real estate records of Washington County, Minnesota;
provided, however, that any such Assessment Lien shall be subject and
subordinate to (i) liens for taxes and other public charges which by applicable law
are expressly made superior, and (ii) all liens recorded in the official real estate
records of Washington County, Minnesota prior to the date of recordation of said
notice of lien. All liens recorded subsequent to the recordation of the notice of
lien described herein shall be junior and subordinate to the Assessment Lien.
Upon the timely curing by the defaulting Owner of any default for which a notice
of lien was recorded, the party recording same shall record an appropriate release
of such notice of lien and Assessment Lien.
7.4 Remedies Cumulative. The remedies specified herein shall be cumulative and in
addition to all other remedies permitted at law or in equity.
7.5 No Termination For Breach. Notwithstanding the foregoing to the contrary, no
breach hereunder shall entitle any Owner to cancel, rescind, or otherwise
terminate this Easement Agreement. No breach hereunder shall defeat or render
invalid the lien of any mortgage upon any Parcel made in good faith for value, but
the easements, covenants, conditions and restrictions hereof shall be binding upon
and effective against any Owner of such Parcel covered hereby whose title thereto
is acquired by foreclosure, trustee's sale, or otherwise.
7.6 Irreparable Harm. In the event of a violation or threat thereof of any of the
provisions of paragraph 2 of this Easement Agreement, each Owner agrees
that such violation or threat thereof shall cause the nondefaulting Owner
and/or its Permittees to suffer irreparable harm and such nondefaulting
Owner and its Permittees shall have no adequate remedy at law. As a result,
in the event of a violation or threat thereof of any of the provisions of
paragraph 2 of this Easement Agreement, the nondefaulting Owner, in
addition to all remedies available at law or otherwise under this Easement
Agreement, shall each be entitled to injunctive or other equitable relief to
- 4 -
{00534794.1 }
enjoin a violation or threat thereof of paragraph 2 of this Easement
Agreement.
8. Term. The easements, covenants, conditions and restrictions contained in this Easement
Agreement shall be effective commencing on the date of recordation of this Easement
Agreement in the official real estate records of Washington County, Minnesota and shall
remain in full force and effect thereafter in perpetuity, unless this Easement Agreement is
modified, amended, canceled or terminated by the written consent of all then record
Owners of Parcels A and Parcel B in accordance with paragraph 9.2 hereof.
9. Miscellaneous.
9.1 Attorneys' Fees. In the event a party institutes any legal action or proceeding for
the enforcement of any right or obligation herein contained, the prevailing party
after a final adjudication shall be entitled to recover its costs and reasonable
attorneys' fees incurred in the preparation and prosecution of such action or
proceeding.
9.2 Amendment. PHS/CG and the City agree that the provisions of this Easement
Agreement may be modified or amended, in whole or in part, or terminated, only
by the written consent of all record Owners of Parcels A and Parcel B, evidenced
by a document that has been fully executed and acknowledged by all such record
Owners and recorded in the official real estate records of Washington County,
Minnesota.
9.3 Consents. Wherever in this Easement Agreement the consent or approval of an
Owner is required, unless otherwise expressly provided herein, such consent or
approval shall not be unreasonably withheld or delayed. Any request for consent
or approval shall: (a) be in writing; (b) specify the section hereof which requires
that such notice be given or that such consent or approval be obtained; and (c) be
accompanied by such background data as is reasonably necessary to make an
informed decision thereon. The consent of an Owner under this Easement
Agreement, to be effective, must be given, denied or conditioned expressly and in
writing.
9.4 No Waiver. No waiver of any default of any obligation by any party hereto shall
be implied from any omission by the other party to take any action with respect to
such default.
9.5 No Agency. Nothing in this Easement Agreement shall be deemed or construed
by either party or by any third person to create the relationship of principal and
agent or of limited or general partners or of joint venturers or of any other
association between the parties.
9.6 Covenants to Run with Land. It is intended that each of the easements, covenants,
conditions, restrictions, rights and obligations set forth herein shall run with the
- 5 -
{00534794.1 }
land and create equitable servitudes in favor of the real property benefited
thereby, shall bind every person having any fee, leasehold or other interest therein
and shall inure to the benefit of the respective parties and their successors,
assigns, heirs and personal representatives. If either Parcel is subdivided into two
or more parts by ownership, the rights and obligations arising under this Easement
Agreement shall benefit and bind only those portions of the Parcel which are
contiguous to the easements described in this Easement Agreement or which have
appurtenant rights to the easements described in this Easement Agreement, and
the owners thereof, and the other portions of the Parcel and the owners thereof
shall not be benefited or burdened by such rights or obligations. Each Owner
shall be liable under this Easement Agreement only for such obligations as accrue
during its respective period of ownership of the Parcel.
9.7 Grantee's Acceptance. The grantee of any Parcel or any portion thereof, by
acceptance of a deed conveying title thereto or the execution of a contract for the
purchase thereof, whether from an original party or from a subsequent owner of
such Parcel, shall accept such deed or contract upon and subject to each and all of
the easements, covenants, conditions, restrictions and obligations contained
herein. By such acceptance, any such grantee shall for itself and its successors,
assigns, heirs, and personal representatives, covenant, consent, and agree to and
with the other party, to keep, observe, comply with, and perform the obligations
and agreements set forth herein with respect to the property so acquired by such
grantee.
9.8 Severability. Each provision of this Easement Agreement and the application
thereof to Parcels A and Parcel B are hereby declared to be independent of and
severable from the remainder of this Easement Agreement. If any provision
contained herein shall be held to be invalid or to be unenforceable or not to run
with the land, such holding shall not affect the validity or enforceability of the
remainder of this Easement Agreement. In the event the validity or enforceability
of any provision of this Easement Agreement is held to be dependent upon the
existence of a specific legal description, the parties agree to promptly cause such
legal description to be prepared. Ownership of both Parcels by the same person or
entity shall not terminate this Easement Agreement nor in any manner affect or
impair the validity or enforceability of this Easement Agreement.
9.9 Time of Essence. Time is of the essence of this Easement Agreement.
9.10 Entire Agreement. This Easement Agreement contains the complete
understanding and agreement of the parties hereto with respect to all matters
referred to herein, and all prior representations, negotiations, and understandings
are superseded hereby.
9.11 Notices. Notices or other communication hereunder shall be in writing and shall
be sent certified or registered mail, return receipt requested, or by other national
overnight courier company, or personal delivery. Notice shall be deemed given
- 6 -
{00534794.1 }
upon receipt or refusal to accept delivery. Each Owner may change from time to
time their respective address for notice hereunder by like notice to the other
Owner(s). The notice addresses of PHS/CG and the City are as follows:
PHS/CG: PHS/CG Center, LLC
Attn: Pam Belz
2845 Hamline Avenue North, Suite 100
Roseville, Minnesota 55113
The City: City of Cottage Grove, Minnesota
Attn: Charlene Stevens
Cottage Grove City Hall
12800 Ravine Parkway South
Cottage Grove, Minnesota 55016
9.12 Governing Law. The laws of the State of Minnesota shall govern the
interpretation, validity, performance, and enforcement of this Easement
Agreement.
9.13 Estoppel Certificates. Each Owner, within thirty (30) days of its receipt of a
written request from the other Owner, shall from time to time provide the
requesting Owner, a certificate binding upon such Owner stating: (a) to the best of
such Owner’s knowledge, whether any party to this Easement Agreement is in
default or violation of this Easement Agreement and if so identifying such default
or violation; and (b) that this Easement Agreement is in full force and effect and
identifying any amendments to the Easement Agreement as of the date of such
certificate.
9.14 Bankruptcy. In the event of any bankruptcy affecting any Owner or occupant of
any Parcel, the parties agree that this Easement Agreement shall, to the maximum
extent permitted by law, be considered an agreement that runs with the land and
that is not rejectable, in whole or in part, by the bankrupt person or entity.
\[Signatures begin on next page\]
- 7 -
{00534794.1 }
IN WITNESS WHEREOF
, PHS/CG and the City have executed this Easement Agreement as
of the date first written above.
PHS/CG CENTER, LLC
By:_________________________________
Its:_________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF____________ )
This instrument was acknowledged before me on this ____ day of ________________, 2016, by
____________________, the _________________ of PHS/CG Center, LLC, a Minnesota
limited liability company, on behalf of said limited liability company.
____________________________________
Notary Public
\[Signature page 1 of 2 to Watermain Easement Agreement\]
- 8 -
{00534794.1 }
CITY OF COTTAGE GROVE
By: ____________________________
Myron Bailey, Mayor
By: ____________________________
Joseph Fischbach, City Clerk
STATE OF MINNESOTA )
) ss.
COUNTY OF ____________ )
I certify that I know or have satisfactory evidence that Myron Bailey and Joseph
Fischbach are the persons who appeared before me, and said persons acknowledged that said
persons signed this instrument, on oath stated that said persons were authorized to execute the
instrument and acknowledged them as the Mayor and City Clerk, respectively, of the City of
Cottage Grove, a municipal corporation, to be their free and voluntary act for the uses and
purposes mentioned in the instrument.
Dated this _____ day of __________________, 2016.
____________________________________
(Signature of Notary)
\[Signature page 2 of 2 to Watermain Easement Agreement\]
- 9 -
{00534794.1 }
EXHIBIT A
LEGAL DESCRIPTION OF PARCELS A
Lots 1 and 3, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the
recorded plat thereof on file and of record in the office of the Registrar of Titles in and for the
County of Washington and State of Minnesota.
{00534794.1 }
EXHIBIT B
LEGAL DESCRIPTION OF PARCEL B
Lot 5, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the recorded plat
thereof on file and of record in the office of the Registrar of Titles in and for the County of
Washington and State of Minnesota.
{00534794.1 }
EXHIBIT C
WATERMAIN EASEMENT AREA
DD
EPICTION AND ESCRIPTION
{00534794.1 }
Watermain Easement Agreement
(PHS)
______________________________________________________________________________
(FRUO)
ORECORDING SENLY
WATERMAIN EASEMENT AGREEMENT
(PHS/CG,I.)
OTTAGEROVENC
THIS WATERMAIN EASEMENT AGREEMENTEasement Agreement
(this "") is made
PHS/CG Center, LLC
and entered into this _____ day of December, 2016, by and between , a
PHS/CGPHS/Cottage Grove, Inc.
Minnesota limited liability company (""), and , a Minnesota
PHS/Cottage Grove
nonprofit corporation ("").
RECITALS
A.PHS/CG is the owner of those certain parcels of real property situated in the City of
Cottage Grove, County of Washington, State of Minnesota, more particularly described
Parcels A
on Exhibit A attached hereto and incorporated herein by this reference (""), and
PHS/Cottage Grove is the owner of that certain real property situated in the City of
Cottage Grove, County of Washington, State of Minnesota, more particularly described
Parcel B
on Exhibit B attached hereto and incorporated herein by this reference ("")
Parcels
(Parcels A and Parcel B are collectively referred to herein as the "").
B.PHS/CG and PHS/Cottage Grove desire to impose certain easements upon the Parcels,
for the mutual and reciprocal benefit and complement of the Parcels and the present and
future owners and occupants thereof, on the terms and conditions hereinafter set forth.
NOW, THEREFORE
, in consideration of the above premises and of the covenants herein
contained, the parties hereto hereby declare that the Parcels and all present and future owners and
occupants of the Parcels shall be and hereby are subject to the terms, covenants and easements
hereinafter set forth in this Easement Agreement, so that said Parcels shall be maintained, kept,
sold and used in full compliance with and subject to this Easement Agreement and, in connection
therewith, PHS/CG and PHS/Cottage Grove covenant and agree as follows:
AGREEMENTS
1. Definitions. For purposes hereof:
- 1 -
{00534802.1 }
OwnerOwners
(a) The term "" or "" shall mean PHS/CG and PHS/Cottage Grove
and any and all successors or assigns of such persons as the owner or owners of
fee simple title to all or any portion of the real property covered hereby, whether
by sale, assignment, inheritance, operation of law, trustee's sale, foreclosure, or
otherwise, but not including the holder of any lien or encumbrance on such real
property.
ParcelParcels
(b) The term "" or "" shall mean each separately identified parcel of
real property now constituting a part of the real property subjected to this
Easement Agreement as described on Exhibit A, that is, Parcels A and on Exhibit
B, that is, Parcel B, and any future subdivisions thereof.
Permittees
(c) The term "" shall mean the tenant(s), resident(s) or occupant(s) of a
Parcel, and the respective employees, agents and contractors of the Owner of such
Parcel.
Watermain Easement Area
(d) The term "" shall mean those portions of Parcels A
and Parcel B legally described and depicted on Exhibit C attached hereto and
incorporated herein.
2. Easements:
2.1 Watermain Easement. Subject to any express conditions, limitations or
reservations contained herein, the Owners declare that the Parcels, and all Owners
and Permittees of the Parcels, shall be benefited and burdened by an easement in
favor of each Parcel under and across the Watermain Easement Area for the
Watermain
operation, maintenance, repair and replacement of watermains (the "
Lines
") for the delivery of water to improvements located from time to time on
the Parcels. The Watermain Lines shall be installed and maintained below the
ground level or surface of the Parcel (except for such parts thereof that cannot and
are not intended to be placed below the surface, such as transformers and control
panels, which shall be placed in such location as approved by the Owner of the
affected Parcel). Driveways, roadways, walkways, parking areas, curbs, gutters,
landscaping and similar improvements may be located in the Watermain
Easement Area.
2.2 Reasonable Use of Easements. The easements herein above granted shall be used
and enjoyed by each Owner and its Permittees in such a manner so as not to
unreasonably interfere with, obstruct or delay the conduct and operations of the
business and activities of any other Owner or its Permittees at any time conducted
on its Parcel, including, without limitation, public access to and from said
business, and the receipt or delivery of merchandise in connection therewith.
- 2 -
{00534802.1 }
3. Maintenance. Each Owner of a Parcel covenants at all times during the term of this
Easement Agreement to maintain or cause to be maintained at its expense all Watermain
Lines located on its Parcel in good working order, condition and repair.
4. Insurance. Throughout the term of this Easement Agreement, each Owner shall procure
and maintain (or cause to be procured and maintained) general and/or comprehensive
public liability and property damage insurance against claims for personal injury, death,
or property damage occurring upon such Owner's Parcel, with single limit coverage of
not less than an aggregate of Two Million Dollars ($2,000,000.00) including umbrella
coverage, if any, written by one or more responsible insurance carriers licensed to do
business in the state in which the Parcels are located. The liability of each Owner under
this Easement Agreement shall be limited to each Owner's respective Parcel that is
burdened or benefited by this Easement Agreement and no partner, officer, manager,
shareholder, member or director of an Owner shall have any liability with respect to the
covenants contained herein, provided that the Owners and their respective partners,
agents, officers, directors, managers, shareholders, members, employees or tenants, shall
not be liable to the other for damage to or loss, theft, robbery, pilferage or loss of the use
of property, or for injury or death to persons caused by any persons entering the
Watermain Easement Area.
5. Taxes and Assessments. Each Owner shall pay all taxes, assessments, or charges of any
type levied or made by any governmental body or agency with respect to its Parcel.
6. No Rights in Public; No Implied Easements. Except as set forth in Paragraph 2.1(c),
nothing contained herein shall be construed as creating any rights in the general public or
as dedicating for public use any portion of Parcels A or Parcel B. No easements, except
those expressly set forth in paragraph 2, shall be implied by this Easement Agreement; in
that regard, and without limiting the foregoing, no easements for signage are granted or
implied.
7. Remedies and Enforcement.
7.1 All Legal and Equitable Remedies Available. In the event of a breach or
threatened breach by any Owner or its Permittees of any of the terms, covenants,
restrictions or conditions hereof, the other Owner(s) shall be entitled forthwith to
full and adequate relief by injunction and/or all such other available legal and
equitable remedies from the consequences of such breach, including payment of
any amounts due and/or specific performance.
7.2 Self-Help. In addition to all other remedies available at law or in equity, upon the
failure of a defaulting Owner to cure a breach of this Easement Agreement within
thirty (30) days following written notice thereof by an Owner (unless, with
respect to any such breach the nature of which cannot reasonably be cured within
such 30-day period, the defaulting Owner commences such cure within such 30-
day period and thereafter diligently prosecutes such cure to completion), any
Owner shall have the right to perform such obligation contained in this Easement
- 3 -
{00534802.1 }
Agreement on behalf of such defaulting Owner and be reimbursed by such
defaulting Owner upon demand for the reasonable costs thereof together with
interest at the prime rate charged from time to time by Bank One, N.A. (its
successors or assigns), plus two percent (2%) (not to exceed the maximum rate of
interest allowed by law). Notwithstanding the foregoing, in the event of (i) an
emergency, (ii) blockage or material impairment of the easement rights, and/or
(iii) the unauthorized parking of vehicles on a Parcel, an Owner may immediately
cure the same and be reimbursed by the other Owner upon demand for the
reasonable cost thereof together with interest at the prime rate, plus two percent
(2%), as above described.
7.3 Lien Rights. Any claim for reimbursement, including interest as aforesaid, and all
costs and expenses including reasonable attorneys' fees awarded to any Owner in
enforcing any payment in any suit or proceeding under this Easement Agreement
shall be assessed against the defaulting Owner in favor of the prevailing party and
Assessment Lien
shall constitute a lien (the "") against the Parcel of the defaulting
Owner until paid, effective upon the recording of a notice of lien with respect
thereto in the official real estate records of Washington County, Minnesota;
provided, however, that any such Assessment Lien shall be subject and
subordinate to (i) liens for taxes and other public charges which by applicable law
are expressly made superior, and (ii) all liens recorded in the official real estate
records of Washington County, Minnesota prior to the date of recordation of said
notice of lien. All liens recorded subsequent to the recordation of the notice of
lien described herein shall be junior and subordinate to the Assessment Lien.
Upon the timely curing by the defaulting Owner of any default for which a notice
of lien was recorded, the party recording same shall record an appropriate release
of such notice of lien and Assessment Lien.
7.4 Remedies Cumulative. The remedies specified herein shall be cumulative and in
addition to all other remedies permitted at law or in equity.
7.5 No Termination For Breach. Notwithstanding the foregoing to the contrary, no
breach hereunder shall entitle any Owner to cancel, rescind, or otherwise
terminate this Easement Agreement. No breach hereunder shall defeat or render
invalid the lien of any mortgage upon any Parcel made in good faith for value, but
the easements, covenants, conditions and restrictions hereof shall be binding upon
and effective against any Owner of such Parcel covered hereby whose title thereto
is acquired by foreclosure, trustee's sale, or otherwise.
7.6 Irreparable Harm. In the event of a violation or threat thereof of any of the
provisions of paragraph 2 of this Easement Agreement, each Owner agrees
that such violation or threat thereof shall cause the nondefaulting Owner
and/or its Permittees to suffer irreparable harm and such nondefaulting
Owner and its Permittees shall have no adequate remedy at law. As a result,
in the event of a violation or threat thereof of any of the provisions of
paragraph 2 of this Easement Agreement, the nondefaulting Owner, in
- 4 -
{00534802.1 }
addition to all remedies available at law or otherwise under this Easement
Agreement, shall each be entitled to injunctive or other equitable relief to
enjoin a violation or threat thereof of paragraph 2 of this Easement
Agreement.
8. Term. The easements, covenants, conditions and restrictions contained in this Easement
Agreement shall be effective commencing on the date of recordation of this Easement
Agreement in the official real estate records of Washington County, Minnesota and shall
remain in full force and effect thereafter in perpetuity, unless this Easement Agreement is
modified, amended, canceled or terminated by the written consent of all then record
Owners of Parcels A and Parcel B in accordance with paragraph 9.2 hereof.
9. Miscellaneous.
9.1 Attorneys' Fees. In the event a party institutes any legal action or proceeding for
the enforcement of any right or obligation herein contained, the prevailing party
after a final adjudication shall be entitled to recover its costs and reasonable
attorneys' fees incurred in the preparation and prosecution of such action or
proceeding.
9.2 Amendment. PHS/CG and PHS/Cottage Grove agree that the provisions of this
Easement Agreement may be modified or amended, in whole or in part, or
terminated, only by the written consent of all record Owners of Parcels A and
Parcel B, evidenced by a document that has been fully executed and
acknowledged by all such record Owners and recorded in the official real estate
records of Washington County, Minnesota.
9.3 Consents. Wherever in this Easement Agreement the consent or approval of an
Owner is required, unless otherwise expressly provided herein, such consent or
approval shall not be unreasonably withheld or delayed. Any request for consent
or approval shall: (a) be in writing; (b) specify the section hereof which requires
that such notice be given or that such consent or approval be obtained; and (c) be
accompanied by such background data as is reasonably necessary to make an
informed decision thereon. The consent of an Owner under this Easement
Agreement, to be effective, must be given, denied or conditioned expressly and in
writing.
9.4 No Waiver. No waiver of any default of any obligation by any party hereto shall
be implied from any omission by the other party to take any action with respect to
such default.
9.5 No Agency. Nothing in this Easement Agreement shall be deemed or construed
by either party or by any third person to create the relationship of principal and
agent or of limited or general partners or of joint venturers or of any other
association between the parties.
- 5 -
{00534802.1 }
9.6 Covenants to Run with Land. It is intended that each of the easements, covenants,
conditions, restrictions, rights and obligations set forth herein shall run with the
land and create equitable servitudes in favor of the real property benefited
thereby, shall bind every person having any fee, leasehold or other interest therein
and shall inure to the benefit of the respective parties and their successors,
assigns, heirs and personal representatives. If either Parcel is subdivided into two
or more parts by ownership, the rights and obligations arising under this Easement
Agreement shall benefit and bind only those portions of the Parcel which are
contiguous to the easements described in this Easement Agreement or which have
appurtenant rights to the easements described in this Easement Agreement, and
the owners thereof, and the other portions of the Parcel and the owners thereof
shall not be benefited or burdened by such rights or obligations. Each Owner
shall be liable under this Easement Agreement only for such obligations as accrue
during its respective period of ownership of the Parcel.
9.7 Grantee's Acceptance. The grantee of any Parcel or any portion thereof, by
acceptance of a deed conveying title thereto or the execution of a contract for the
purchase thereof, whether from an original party or from a subsequent owner of
such Parcel, shall accept such deed or contract upon and subject to each and all of
the easements, covenants, conditions, restrictions and obligations contained
herein. By such acceptance, any such grantee shall for itself and its successors,
assigns, heirs, and personal representatives, covenant, consent, and agree to and
with the other party, to keep, observe, comply with, and perform the obligations
and agreements set forth herein with respect to the property so acquired by such
grantee.
9.8 Severability. Each provision of this Easement Agreement and the application
thereof to Parcels A and Parcel B are hereby declared to be independent of and
severable from the remainder of this Easement Agreement. If any provision
contained herein shall be held to be invalid or to be unenforceable or not to run
with the land, such holding shall not affect the validity or enforceability of the
remainder of this Easement Agreement. In the event the validity or enforceability
of any provision of this Easement Agreement is held to be dependent upon the
existence of a specific legal description, the parties agree to promptly cause such
legal description to be prepared. Ownership of both Parcels by the same person or
entity shall not terminate this Easement Agreement nor in any manner affect or
impair the validity or enforceability of this Easement Agreement.
9.9 Time of Essence. Time is of the essence of this Easement Agreement.
9.10 Entire Agreement. This Easement Agreement contains the complete
understanding and agreement of the parties hereto with respect to all matters
referred to herein, and all prior representations, negotiations, and understandings
are superseded hereby.
- 6 -
{00534802.1 }
9.11 Notices. Notices or other communication hereunder shall be in writing and shall
be sent certified or registered mail, return receipt requested, or by other national
overnight courier company, or personal delivery. Notice shall be deemed given
upon receipt or refusal to accept delivery. Each Owner may change from time to
time their respective address for notice hereunder by like notice to the other
Owner(s). The notice addresses of PHS/CG and PHS/Cottage Grove are as
follows:
PHS/CG: PHS/CG Center, LLC
Attn: Pam Belz
2845 Hamline Avenue North, Suite 100
Roseville, Minnesota 55113
PHS/Cottage Grove: PHS/Cottage Grove, Inc.
Attn: Mark T. Meyer
2845 Hamline Avenue North
Roseville, Minnesota 55113
9.12 Governing Law. The laws of the State of Minnesota shall govern the
interpretation, validity, performance, and enforcement of this Easement
Agreement.
9.13 Estoppel Certificates. Each Owner, within thirty (30) days of its receipt of a
written request from the other Owner, shall from time to time provide the
requesting Owner, a certificate binding upon such Owner stating: (a) to the best of
such Owner’s knowledge, whether any party to this Easement Agreement is in
default or violation of this Easement Agreement and if so identifying such default
or violation; and (b) that this Easement Agreement is in full force and effect and
identifying any amendments to the Easement Agreement as of the date of such
certificate.
9.14 Bankruptcy. In the event of any bankruptcy affecting any Owner or occupant of
any Parcel, the parties agree that this Easement Agreement shall, to the maximum
extent permitted by law, be considered an agreement that runs with the land and
that is not rejectable, in whole or in part, by the bankrupt person or entity.
Signatures begin on next page\]
- 7 -
{00534802.1 }
IN WITNESS WHEREOF
, PHS/CG and PHS/Cottage Grove have executed this Easement
Agreement as of the date first written above.
PHS/CG CENTER, LLC
By:_________________________________
Its:_________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF____________ )
This instrument was acknowledged before me on this ____ day of ________________, 2016, by
____________________, the _________________ of PHS/CG Center, LLC, a Minnesota
limited liability company, on behalf of said limited liability company.
____________________________________
Notary Public
\[Signature page 1 of 2 to Watermain Easement Agreement\]
- 8 -
{00534802.1 }
PHS/COTTAGE GROVE, INC.
By: ____________________________
Mark T. Meyer
Its: Chief Financial Officer
STATE OF MINNESOTA )
) ss.
COUNTY OF____________ )
This instrument was acknowledged before me on this ____ day of ________________, 2016, by
Mark T. Meyer, the Chief Financial Officer of PHS/Cottage Grove, Inc., a Minnesota non-profit
corporation, on behalf of said non-profit corporation.
____________________________________
Notary Public
\[Signature page 2 of 2 to Watermain Easement Agreement\]
- 9 -
{00534802.1 }
EXHIBIT A
LEGAL DESCRIPTION OF PARCELS A
Lots 1 and 3, Block 1, PHS COTTAGE GROVE INC. 3RD ADDITION, according to the
recorded plat thereof on file and of record in the office of the Registrar of Titles in and for the
County of Washington and State of Minnesota.
{00534802.1 }
EXHIBIT B
LEGAL DESCRIPTION OF PARCEL B
Lot 1, Block 1, PHS COTTAGE GROVE INC. ADDITION, according to the recorded plat
thereof on file and of record in the office of the Registrar of Titles in and for the County of
Washington and State of Minnesota.
{00534802.1 }
EXHIBIT C
WATERMAIN EASEMENT AREA
DD
EPICTION AND ESCRIPTION
{00534802.1 }
CONSENT TO WATERMAIN EASEMENT AGREEMENT
Mortgagee
Wells Fargo Bank, National Association, a national banking association (""),
as mortgagee under that certain ___________ Mortgage _______________________ , executed
by PHS/Cottage Grove, Inc. in favor of Mortgagee, dated _____________________, recorded in
the office of the Registrar of Titles, Washington County, Minnesota on __________________, as
Document No. ________________ (together with any modifications or supplements thereto, the
Mortgage
""), hereby consents to the foregoing Watermain Easement Agreement by and between
PHS/CG Center, LLC and PHS/Cottage Grove, Inc., it being Mortgagee's intention that by
executing and acknowledging this Consent, the same shall be as if it had executed and
acknowledged the Watermain Easement Agreement.
\[Signatures on next page\]
{00534802.1 }
Wells Fargo Bank, National Association
(A national banking association)
By:_________________________________
Its:_________________________________
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this _____ day of _______________,
20___, by __________________________________, the ___________________ of Wells Fargo
Bank, National Association, a national banking association, on behalf of said national banking
association.
___________________________________
Notary Public
This instrument drafted by:
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 332-1030
Reference: GCS
\[Signature page to Consent to Watermain Easement Agreement\]
{00534802.1 }
Easement Vacation and Termination
EASEMENTVACATION AND TERMINATION
THIS EASEMENTVACATION AND TERMINATIONEasement Termination
(this "") is
PHS/Cottage
entered into effective as of December _____, 2016, and is hereby conveyed by
Grove, Inc.PHS/Cottage GrovePHS/CG Center,
, a Minnesota nonprofit corporation (""),and
LLCPHS/CG
, a Minnesota limited liability company (""), the holdersof certain easement rights
hereinafter described and defined.
RECITALS
A.PHS/Cottage Grove is the Declarant of a Declaration of Easements, Covenants,
Easement
Conditions and Restrictions (the "") dated December 14, 2006, recorded on
December 21, 2006, as Document No. 1173363 in the Office of the Registrar of Titles,
Washington County, Minnesota, and current owner of Parcel A legally described in
Exhibit A of the Easement.
B.PHS/CG is the owner of Parcel B legally described in Exhibit B of the Easement.
C.PHS/Cottage Grove and PHS/CG desires to terminate and vacate the Easement.
NOW, THEREFORE
, in consideration of the above recitals and One Dollar ($1.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
PHS/Cottage Grove and PHS/CG hereby declare that:
1.Termination of Easement. TheEasement ishereby terminatedand vacatedin its entirety
effective as of the date of this Easement Termination.
2.MinnesotaLaw. This Easement Terminationshall be construed in accordance with the
laws of the State of Minnesota.
3.Severability. The invalidity of any covenant, restriction, condition, limitation, provision,
paragraph or clause of this Easement Termination, or any part of the same, or the
inapplicability thereof to any person or circumstance, shall not impair or affect in any
manner the validity, enforceability, or effect of the rest of this Easement Termination, or
the inapplicability of any such covenant,restriction, condition, limitation, provision,
paragraph or clause to any other person or circumstance.
-1-
{00531533.1 }
IN WITNESS WHEREOF
,the undersigned hascaused this instrument to be executed the day
and year first above written, intending to be legally bound thereby and warranting authority to
execute the same.
PHS/Cottage Grove, Inc.
(A Minnesota nonprofit corporation)
By:______________________________
Its:______________________________
STATE OF MINNESOTA)
) ss.
COUNTY OF_________________)
I certify that I know or have satisfactory evidence that ________________________ is
the person who appeared before me and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged itas the ____________________ of PHS/Cottage Grove, Inc., a Minnesota
nonprofit corporation,to be its free and voluntary act for the uses and purposes mentioned in the
instrument.
Dated this _____day of __________________, 2016
____________________________________
(Signature of Notary)
\[Signature page 1 of 2 to Easement Vacation and Termination\]
-2-
{00531533.1 }
PHS/CG Center, LLC
(A Minnesota limited liability company)
By:______________________________
Its:______________________________
STATE OF MINNESOTA)
) ss.
COUNTY OF_________________)
I certify that I know or have satisfactory evidence that ________________________ is
the person who appeared before me and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the ____________________ of PHS/CG Center, LLC, a Minnesota limited
liability company, to be its free and voluntary act for the uses and purposes mentioned in the
instrument.
Dated this _____ day of __________________, 2016
____________________________________
(Signature of Notary)
This instrument was drafted by:
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd
100 SouthFifth Street, Suite 2500
Minneapolis, Minnesota 55402
Grover C. Sayre, III
(612) 332-1030
\[Signature page 2 of 2 to Easement Vacation and Termination\]
-3-
{00531533.1 }
Easement Vacation and Termination
(Storm Sewer Easement)
EASEMENT VACATION AND TERMINATION
\[SSE\]
TORM EWER ASEMENT
THIS EASEMENT VACATION AND TERMINATION Easement Termination
(this "") is
PHS/Cottage
entered into effective as of December _____, 2016, and is hereby conveyed by
Grove, Inc.PHS/Cottage GrovePHS/CG Center,
, a Minnesota nonprofit corporation (""),
LLCPHS/CGRademacher Family Limited
, a Minnesota limited liability company (""), and
PartnershipRademacher
, a Minnesota limited partnership (""), the holders of certain easement
rights hereinafter described and defined.
RECITALS
A.PHS/Cottage Grove, PHS/CG and Rademacher did enter into a Storm Sewer Easement
Easement
Agreement (the "") dated January 7, 2014, recorded on January 10, 2014, as
Document No. 1226470 in the Office of the Registrar of Titles, Washington County,
Minnesota.
B.PHS/Cottage Grove, PHS/CG and Rademacher desire to terminate and vacate the
Easement.
NOW, THEREFORE
, in consideration of the above recitals and One Dollar ($1.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
PHS/Cottage Grove, PHS/CG and Rademacher hereby declare that:
1. Termination of Easement. The Easement is hereby terminated and vacated in its entirety
effective as of the date of this Easement Termination.
2. Minnesota Law. This Easement Termination shall be construed in accordance with the
laws of the State of Minnesota.
3. Severability. The invalidity of any covenant, restriction, condition, limitation, provision,
paragraph or clause of this Easement Termination, or any part of the same, or the
inapplicability thereof to any person or circumstance, shall not impair or affect in any
manner the validity, enforceability, or effect of the rest of this Easement Termination, or
the inapplicability of any such covenant, restriction, condition, limitation, provision,
paragraph or clause to any other person or circumstance.
- 1 -
{00534461.1 }
IN WITNESS WHEREOF
, the undersigned has caused this instrument to be executed the day
and year first above written, intending to be legally bound thereby and warranting authority to
execute the same.
PHS/Cottage Grove, Inc.
(A Minnesota nonprofit corporation)
By:______________________________
Its:______________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF _________________ )
I certify that I know or have satisfactory evidence that ________________________ is
the person who appeared before me and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the ____________________ of PHS/Cottage Grove, Inc., a Minnesota
nonprofit corporation, to be its free and voluntary act for the uses and purposes mentioned in the
instrument.
Dated this _____ day of __________________, 2016.
____________________________________
(Signature of Notary)
\[Signature page 1 of 3 to Easement Vacation and Termination\]
- 2 -
{00534461.1 }
PHS/CG Center, LLC
(A Minnesota limited liability company)
By:______________________________
Its:______________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF _________________ )
I certify that I know or have satisfactory evidence that ________________________ is
the person who appeared before me and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the ____________________ of PHS/CG Center, LLC, a Minnesota limited
liability company, to be its free and voluntary act for the uses and purposes mentioned in the
instrument.
Dated this _____ day of __________________, 2016.
____________________________________
(Signature of Notary)
\[Signature page 2 of 3 to Easement Vacation and Termination\]
- 3 -
{00534461.1 }
RADEMACHER FAMILY LIMITED
PARTNERSHIP
By: _____________________________
Its:______________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF _________________ )
I certify that I know or have satisfactory evidence that _________________________ is
the person who appeared before me, and said person acknowledged that said person signed this
instrument, on oath stated that said person was authorized to execute the instrument and
acknowledged it as the ____________________ of the Rademacher Family Limited Partnership,
a Minnesota limited partnership, to be its free and voluntary act for the uses and purposes
mentioned in the instrument.
Dated this _____ day of __________________, 2016.
____________________________________
(Signature of Notary)
This instrument was drafted by:
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
Grover C. Sayre, III
(612) 332-1030
\[Signature page 3 of 3 to Easement Vacation and Termination\]
- 4 -
{00534461.1 }
CONSENT TO EASEMENT VACATION AND TERMINATION
\[PHS/CGM\]
OTTAGEROVE ORTGAGE
Mortgagee
Wells Fargo Bank, National Association, a national banking association (""),
as mortgagee under that certain ___________ Mortgage _______________________ , executed
by PHS/Cottage Grove, Inc. in favor of Mortgagee, dated _____________________, recorded in
the office of the Registrar of Titles, Washington County, Minnesota on __________________, as
Document No. ________________ (together with any modifications or supplements thereto, the
Mortgage
""), hereby consents to the foregoing Easement Vacation and Termination by and
among PHS/CG Center, LLC, PHS/Cottage Grove, Inc., the City of Cottage Grove and
Rademacher Family Limited Partnership, it being Mortgagee's intention that by executing and
acknowledging this Consent, the same shall be as if it had executed and acknowledged the
Easement Vacation and Termination.
\[Signatures on next page\]
- 1 -
{00534461.1 }
Wells Fargo Bank, National Association
(A national banking association)
By:_________________________________
Its:_________________________________
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this _____ day of _______________,
20___, by __________________________________, the ___________________ of Wells Fargo
Bank, National Association, a national banking association, on behalf of said national banking
association.
___________________________________
Notary Public
This instrument drafted by:
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 332-1030
Reference: GCS
\[Signature page to Consent to Easement Vacation and Termination\]
- 2 -
{00534461.1 }
CONSENT TO EASEMENT VACATION AND TERMINATION
\[RM\]
ADEMACHER ORTGAGE
Mortgagee
________________________________, a _______________________ (""),
as mortgagee under that certain ___________ Mortgage _______________________ , executed
by Rademacher Family Limited Partnership in favor of Mortgagee, dated ________________,
recorded in the office of the Registrar of Titles, Washington County, Minnesota on
__________________, as Document No. ________________ (together with any modifications
Mortgage
or supplements thereto, the ""), hereby consents to the foregoing Easement Vacation
and Termination by and among PHS/Cottage Grove, Inc., PHS/CG Center, LLC, the City of
Cottage Grove and Rademacher Family Limited Partnership, it being Mortgagee's intention that
by executing and acknowledging this Consent, the same shall be as if it had executed and
acknowledged the Easement Vacation and Termination.
\[Signatures on next page\]
- 1 -
{00534461.1 }
___________________________________
(A _____________________)
By:_________________________________
Its:_________________________________
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this _____ day of _______________,
20___, by __________________________________, the ___________________ of ________
_____________________________, a _______________________________, on behalf of said
__________________________.
___________________________________
Notary Public
This instrument drafted by:
Leonard, O'Brien, Spencer, Gale & Sayre, Ltd.
100 South Fifth Street, Suite 2500
Minneapolis, Minnesota 55402
(612) 332-1030
Reference: GCS
\[Signature page to Consent to Easement Vacation and Termination\]
- 2 -
{00534461.1 }