HomeMy WebLinkAbout2008-08-05 Private Pedestrian Underground Tunnel & Walkway Easement & Agreement J
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PRIVATE PEDESTRIAN UNDERGROUND TUNNEL AND WALKWAY
EASEMENT AND AGREEMENT
THIS PRIVATE PEDESTRIAN UNDERGROUND TUNNEL AND WALKWAY
AGREEMENT (this "A dated and effective as of Aup 5th 00 8, is
executed b and between Cit of Oak Park Hei a political subdivision of the State of
Minnesota (the "Cit VS SA CARE CENTER, LLC a Minnesota Lff*nited Liabilti Compan
VSSA BOUTWELLS LANDING, LLC a Minnesota Limited Liabilit Compan and VALLEY
SENIOR SERVICES ALLIANCE a non-profit bod corporate of the State of Minnesota
(HEREINAFTER COLLECTIVELY 66VSSA`)).
RECITALS:
A. The Cit is the owner of real propert bein 58th Street laid out and traveled within the
Cit of Oak Park Hei Washin Count 'Minnesota, and le described on
Exhibit .A attached hereto (the 'Tropert
B. VS SA is the owner of lands adjacent to 5 81h Street North in the Cit on both its north and
south boundar adjacent to the main campus of VSSA bein :Outlot C, Oak Park
Commons bein PID # 0502920130010 and Tract A Re Land Surve No. 125,
Lot A subject to casements bein PID# 0502920130011 and also PID# 0502920130009.
B. VSSA has re and the Cit desires to g rant to VS SA, an non-exclusive
under easement 52.00 feet wide for the construction of a PRIVATE
PEDESTRIAN UNDERGROUND TUNNEL AND WALKWAY to be used b VS SA
under and throu portions of 58th Street North.
C. The Cit is willin to g rant the easement g ranted herein on the terms and conditions set
forth in this Agreement.
NOW, g , 1"or valuable consider <at.ion, the rec el t acid sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
WALKWAY The City, as owner of the Pr;opert { for itself; its successors and ass igns,
hereby declares, creates, grants and establishes a perpetual non -e c:hisi e eascnient f r
the benefit of VSSA for the purpose of access under 8 "' Street North and through the
tunnel to be coxistmeted by the V SO. on that portion of the "' trect North legally
described and depicted on Exhibift A , together; with a nonexclusive easement over areas
directly adla ent to the Tunnel Easement A rea sufficient to provide for reasonable
pedestrian tr•ian acc'ess to and from the same, in accordance with the plans and s pccifications
attached and with the terms hereof: The casement is priedon a sul surfa e
c asement allowing for the location of a pedestrian tunnel underneath 58' Street North at
the point shown in the attached drawings and cle criptions. The tUnnel. shall at a
mininium be maintalr ed no higher than four feet below the traveled surfacc of 8 "' Street
North and the existing public pedestrian walkway at all tines, and no lower; than an
Elevation of 933.00, or two feet below the tunnel 'Fop of Walk elevation. All. surface
entrances wid exits to the tunnel. shall be located on VSSA lards.
2. M_A1NTJ= NANCE OF T N A EA 1_ }MJ�I rf ARE& The private pedestrian
underground tunnel and walkway Easement Area shall be kej t. and maintained by V S A
in a good and safe condition consistent wit h general engincering standards and City
engineering specifications, which specifications may be changed ftom time to tinic;.
Maintenance of the Tunnel and Walkway Easement A rea s hall inc lude o perating,
maintaining, repairing and rephaci ng including removal of snow, debris, dirt, pater and
any loose impediments from the walkway/tunnel and o ther - areas within the Tunnel and
Walkway Easement Area and any lighting and signage installed in connection therewith,
'rhe Tunnel and Walkway Easement Area shall be subject to periodic inspection at the
request of the City for safety and nial'MCDance purposes.
E asements to Run with the Lard. The benefits and burdens created ted by this Agreement
shall constitute covenants running with the land and shall benefit and bc binding upon all
present and future owners, and th respective successors and assi of any p ortion of
the Property and upon each person having any interest therein derived through any owjieri
therieo f
4 . !I: ifiica ion or Clar ification of E scmen . In the event that subsequent to, and/or as a
result of, any final construction surveys, additions, reconstruction or - replacement of any
improvements, it becomes necessary to corn et, modify, define or precisely locate any
easement grante d pursuant to this A greement, the parties agree t cooperate in the
preparation, tion, execution, delivery, and recording of instrument(s) reasonably necessary or
appropriate to such purpose.
5 . I'lldenin1ficat on. VSSA, agi to defiend, indemnify and hold harmless the :elt { its
coy lnlissiojlers, officers, employees and ��g �]ts, from any l ia bility , lad {suit, clailli,
demand, cla II agc, cost, Judgr font or ex 1 ensc, I lie lu ng attorneys' fees, i I ing d Irec;tly or
Indirectly ftom VSSA's use of the easenient or perBormance or f llure to adequatcly
perform its obligations pursuant to this Agreement.
6 . "Fer urina f Easements. The easement deetared, granted, , established, and conveyed
—11 herein is permanent in nature and may be terniiriated only by an agreement in writing
signed by the parties. As and to the extent required for any rcason, the parties agree t
e xecute recordable document to mcnioricil.i e, record, or effect any such termination.
7 . Further Actions. 1'he parties shal-I execute and de liver a further documen -ts and take all
further actions reasonably necessary or appropriate to effectuate the purposes of this
Agreement.
S. Est l p L The parties shall provide an estoppel certificate to the other as
requested from time to time stating that this Agreel - rent has not been modified, ed, or, if
modified, stating the nature of such modification, and certifyiD.g that this Agreement, as
modified, is in f ull farce and effect.
9. No Partnership or Third Par ity . Be neficiary. This Agreement and an further documents ..... . . . or actions executed by the parties i connection herewith snarl not create for be deemed
and er any cirounistanees to create any joint venture or 1) art ner between the 1 art ies or
r rider them joint venturers or partners. This Agreement is made solely for the benefit of
( i) the parties, and theili respective successors aM assigns,, and (ii) the public and other
persons (lcryiving are interest in the Property by or through such p arties. N o other p erson
or entity shall have or acquire any rights or remedies tinders this Agreement.
10. Mont ige and ecu it . N o l ien of any nature shall be placed by S A vo luntarily or
involuntarily upon the easement property It Is the express intent o f the parties that this
Agreement and the easement and rights granted herein shall not be subject to arty lien or
encumbrance and maintained in tine as the exclusive property of the City sul)jeet only to
the casement rights granted herein. Each party hereto, upon the written request of the
other party, shall obtain written recordable releases from its lenders and other holders of
such liens, if any, whereby suc h henors agree to extingul h their interests tinder suc h
l iens to the rights and interests created b this Agreement.
11.
Succe and µ A ss i gn s . This ,Agreement sh all be bind up and shall inurc to t he
b ne t of the parties, and their successors and assigns,
12. Time of the Essence. Time is of the essence in this Agrcement.
13 Amendment. This Agreement may only be amended, modifxcd or supplemente d by all
agreement in uniting and signed by the parties.
1.4, Wa iver. N o waiver of ariy provision o this A g reemem s hall be binding un less execut
sit ed
in writin. g by the party m,( *j g the w- alver. No wa o any provision of this Ag reement
shall be deemed to constitute a waiver of any other provision, whether or not sine lar, nor
shall any waiver constitute a contintuncT waiver 1111 s the Witt n Waiver so specifies.
1
N o t ices. Any n reqLured or permitted to delivered delivcred in connection with th
Agreement must be in writing and may be gig {eii by certified or registered mail, band
delivery or by overnight courier and s hall be deemed to be rece a if given b y
rti ie l or reg ist er ed mall, three (lays after the samc is deposited in the United States
mail, postage prepaid, cortified mall, return r ceipt requested, or b if given by land
delivery, when such notice is received by the party to whom it is addressed, or c if
givers by an overnight courier or delivery service, whcn delivered by such courier.
Notice shall be s ent to the address as set 1 rtb belo w. Any l)arty shall have the right to
change its address by giving five days' written notice; t o the other party.
if to City: C of O ak Park I -Ici ht.s
1.4830 8 "' Street North
Oak Park l- i hts, Minnesota 55082
If To V S : Mark Meyer
Valley Seiiior Se rvice Alliance
2845 Haniline Ave No_
Roseilic:, M'N 5511.
,
�1 . over � L aw. This Agrecment is entered into in and shall e governed by an
construed in accordance with the internal laws of the State of M innesota.
17. Inc rnoration y reference. The terms and provision of the casement shall be
supplemented by the following documents w hich shall be maintained of record in the office of
the City of Oak 'ark Heights
a. 2008 Maintenance and Security Agreement 8 "' S treet dated : August 2008.
b. ;Ju 10, 200 Lette from Bonestroo to the City of Oak P ark Heights. Re irements
recommended therein are hereby imposed as condition of this Agreement.
c, A pril 3 0, 2008 Planners Report to the City of Oak Park Heights from Northwest
Associates Consulting.
1.8. Reservation ervation f Rights. The City reserves unto itself, its agents or assigns the right to
inspect and or test the underground strLicture put into place by VSSA. under this agreement at
reasonable times to provide for the public safety and transportation security of the City. Ally
such te s t ing reco nimended by the office of the City E ng Ineer sha 11 b e at the expense of VS S A.
IN WITNESS WHEREOF, the City and the Developers have executed teas Ag reement
to be effective as of the date fi above written.
In the presence . CIT HEIG
David Bcau et
_kayo
Erie k4so
City Administrator
P
in the pr esenec f VALLEY SENIOR SERVICES ALLIANCE,
MINNESOTA NON- PROFIT CORPORATION
/ 1,000
Mark Meyer
Its: Chief Financial O fficer
In the presence of V SSA BOUTWELLS LANDING, LL,
MINNESOTA LIMITED LIABILITY'' COMPANY
—_ oe��
Mark Meyer
Its: Chief Financial Manager
Ire the presence of VSSA CARL CENTER, LT C,
MINNESOTA LIMITED LIA]BILITY COMPANY
Mark Meyer
Its: Chief Financial Manager
COUNTY OF WASHINGI-ON)
Coil this day of y � � , 2008, before 1ne a Notary Public w ithin and for
said County personally ap KI Meyer, to me personally known, being the hi f Financial
Officer of Valley Senior Ser iecs Alliall e, a Minnesota N on-Profit C orporation,, named in the
foregoing instrument; and that the seal affixed to said instrument is the corporate seal of said
co rporation, and that said instrument w as signed and sealed on behalf of said corporat by Marl .
Meyer w i th the authority of its Board of Directors acknowledging his execution of said instrL mcnt
to be the free act and deed of # said 1,1mitcc Liability Company.
JE NNIFER M. H :
x
JESO
NOTARY PUBLIC
MINNESOTA
Commission res Jar), 3 i , 201
rotary Pub
STATE OF MINNE.-SOTA
ss.
COUNTY OF WASHINGTON)
C i this .- ....w, day of _ } ... r- , 2008, before me a Notary P ublic, � ithi.11 and 1. 0r.
said C 01111t ' 1 ' er orlaIl a 11 , Meyer, geared Mark_ " j - e to me personally known, being the Chief f Financial
Manager of VSSA Boutw lls Landing, LLC, a Minnesota I'li nitcd Liability Company, nanied in the
for ing inst rument* and that the seal affixed to said histrumeat is the corporate to seal of said limited
liability company, and that said instrument was signed and sealed on behaIf of said L Iinited
Liability Company by Mar Meyer with the authority of its hoard of Governors acknowledging dais
executio n ofsaid instrument ment t be the free act and deed ofsaid. Limited Liability Company.
f 1 M. Notary I ublic
0
OT
NOTARY PUBLIC - MINNESOTA
�� {; y Commission x r Jan. 31 ?012
)s.
COUNIN 01-4 WASHINGFON)
Coil this ' day of # � v� ' , 2008, before me a Notary Ptiblie, within and for
said C:oLint y personally appeared rk Meyer, to me personally no w , bung the C hieffinane'al
M.ana ;er of'' 1S A CARE CENTER, E , Ll'-. �, 1 innesota Limited L Company, named in the
foregoing instniment; and that the seal affixed to said iDStrU111e11t is the corporate seal of said f inure l
liability eompany, and that said instrument was signed and sea Ied on behaIf of sa id L incited
1 - 11abilit onipan by Mark Meyer with the - cauthorit of its Board of Governors ackn l in hi
x.ec cation of said instrtiment to be the f ce act and deed of said Limited :friability Co mpany.
JENHiFER Ill. `HOE
NOTARY PUBLIC - MINNESOTA
;xt i y e mission E xpires Jan 3 1, 2012 of ar �� J �
,} ...
STATF'OF MINNESOTA
.
C 0 U'N T Y' 0 F VO: M�,�A e�
The fo regoing Instr-dent was acknowledged before me this day of
2008, b Y
and " . r : #f� of the City of Oak Park Heights, a political sti bd i v I 1 o 11 ofthe Mate of '
Minnesota, on behalf of said political subdivision,
F
r•
THIS INSTRUMENT WAS DRAFTED BY:
lickber Lammcrs Bri Wolff
'' Vierling, P. .L,.P.
1809 Northwestern Avenue
Stillwater, MN 55082
(612) 439-2878
l ' I ��" A
A ND
TUNNEL EASEMENT EX1.11111"I'(4/21/08)
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UNNEL EASEMENT EXHIBIT
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