HomeMy WebLinkAbout1979-02-14 Howard Turrentine Ltr Forwarding Final Draft of St. Croix Mall Development Agreement TURRENTINE AND MAGNUSON U
Attorneys -at -Law
14733 60th Street North
Stillwater, Minnesota 55082
(612) 439 -9464
David T. Magnuson February 14 1979
Howard R. Turrentine
Mr. Dick Jeske Mr. John Clymer
4408 IDS Center Minnesota Mutual Life
Minneapolis, MN 55402 Insurance Co.
345 Cedar
Mr. Peter Kitchak St. Paul, MN 55101
Faegre and Benson
1300 N. W. Bank Bldg. 1 . 1 1r. Jim Murphy
Minneapolis, RN 55402 Financial Properties
Developers,.Inc.
Mr. Henry Rogers 5825 Glenridge Drive N.E.
Smith, Cohen, Ringel, Kohler & Atlanta, GA 30328
Martin
Attorneys at Law Mr.Lyle J. Eckberg
2400 First National Bank Tower Attorney at Law
Atlanta, GA 30303 126 South 2nd Street
Stillwater, MN 55082
Mr. Greg Booth
Minnesota Title Mr. David R. Licht
24 East 4th Street , / Midwest Planning and
St. Paul, MN 55101 V Research, Inc.
416 East Hennepin Avenue
Minneapolis, MN 55414
Gentlemen:
I am enclosing for your review the final form of the St.
Croix Mall Real Estate Development Agreement.. Except for some
cosmetic changes this Agreement has been agreed to by Minnesota
Mutual, the Prospect Company, Red Owl, Financial
Minnesota Title, the City of Oak Park Heights, and Midwest Planning
(The City of Oak Park Heights Planner). As you can tell, this
document contains cross easements for the development of the Mall,
a consent by Red Owl, a waiver of platting by the mortgage companies,
and their satisfaction to the 12 foot strip.
Could you gentlemen review this document and call me with your
comments? Once I have the agreement of all parties involved I will
arrange to have the original signed by your principals.and it will
then be recorded along with the survey and plat of the St. Croix
Mall.
Ve y trul ~ yours,
ARD R. TURRENTINE /� ��� o
encs . ;4 c,
P.S.The exact legals will be provided as soon as the final survey
is completed.��
H.R :T. y
ST. CROIX 14ALL REAL ESTATE DEVELOPMENT AGREEMENT
THIS AGREEMENT made and entered into this day of ,
1979:
WHEREAS, Swager Bros., Inc. is the fee owner of the following
described property, located in the St. Croix Mall, legally described
as follows:
and,
WHEREAS, St. Croix Bowl Inc. is the fee owner of the following
described property, located in the St. Croix Mall, legally described
as follows:
and, C
WHEREAS, Duenow Foods Inc., formerly Puenow Corporation of
Minnesota is the fee owner of the following described property,
located in the St. Croix Mall, legally described'as:
and,
WHEREAS, Financial Properties Developers, Inc. is the fee
owner of the following described property located in the St. Croix
Mall, legally described as:
and,
WHEREAS, Oak Park Development Co., Inc. is the fee owner of the
following described property located in the St. Croix Mall, legally
described as:
and,
WHEREAS, Minnesota Mutual Life Insurance Company has a mortgage
encumbering the following described property, located in the St. Croix
Mall, legally described as:
That part of the Northwest Quarter of the Northeast
Quarter of Section 4, Township 29 North, Range 20 West,
in the City of Oak Park Heights, Washington County,
Minnesota, described as follows: Commencing; at the North-
west corner of said Northwest Quarter of the Northeast
Quarter; thence South 1 degree 54 minutes 06 seconds East,
assumed bearing, along the West line of said Northwest
Quarter of the Northeast Quarter a distance of 405.00 feet;
thence North 89 degrees 15 minutes 24 seconds East, a
$ distance of 260.00 feet; thence South 1 degree 54 minutes
06 seconds East, parallel with the West line.of said
Northwest Quarter of the Northeast Quarter, a distance of
135.00 feet; thence North 89 degrees 15 minutes 24 seconds
East, a distance of 50.07 feet to an intersection with a
line 310.00 feet East of, measured at a right angle to and
j parallel with the West line of said Northwest Quarter of
the Northeast Quarter, which is the point of beginning of
the land to be described; thence continuing North 89 degrees
15 minutes 24 seconds East, a distance of 13.20 feet; thence
South 1 degree 23 minutes 45 seconds East, a distance'of
428.48 feet; thence South 88 degrees 05 minutes 54 seconds
West, a distance of'9.42 feet to an intersection with a
line 310.00 feet East of, measured at a right angle to and
parallel with the West line of said Northwest Quarter of
the Northeast Quarter; thence North 1 degree 54 minutes
06 seconds East, along last said parallel line, a distance
of 428.73 feet to the point of beginning;,
and,
WHEREAS, the Prospect Company has a mortgage encumbering the
following described property, located in the St. Croix Mall, legally
described as:
That part of the Northwest Quarter of the Northeast
Quarter of Section 4, Township 29 North, Range 20 West,
in the City of Oak Park Heights, Washington County,
Minnesota, described as follows: Commencing at the North-
west corner of said Northwest Quarter of the Northeast
Quarter; thence South 1 degree 54 minutes 06 seconds East,
assumed bearing, along the West line of said Northwest
Quarter of the Northeast Quarter a distance of 405.00 feet;
thence North 89 degrees 15 minutes 24 seconds East, a
distance of 260.00 feet; thence South 1 degree 54 minutes
06 seconds Fast, parallel with the West line of said
Northwest Quarter of the Northeast Quarter, a distance of
135.00 feet; thence North 89 degrees 15 minutes 24 seconds
East, a distance of 50.07 feet to an intersection with a
line 310.00 feet East of_, measured at a right angle to and
parallel with the West line of said Northwest Quarter of
the Northeast Quarter, which is the point of beginning of
the land to be described; thence continuing North 89 degrees
15 minutes 24 seconds Fast a distance of 13.20 feet; thence
South 1 degree 23 minutes 45 seconds East, a distance of
428.48 feet; thence South 88 degrees 05 minutes 54 seconds
West, a distance of 9.42 feet to an intersection with a
line 310.00 feet East of, measured at a right angle to and
parallel with the West line of said Northwest Quarter of
the Northeast Quarter; thence North 1 degree 54 minutes 06
seconds East, along; last said parallel line, a distance of
428.73 feet to the point of beginning,
and,
WHEREAS, all of the parties except for the Minnesota Mutual
Life Insurance Company and the Prospect Company are engaged in the
business of leasing, developing or operating retail businesses in
the St. Croix Mall, and have a mutual interest in providing adequate
parking for the St. Croix Mall customers, providing for the accessi-
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bility and maintenance of utility services, providing for
maintenance, upkeep and repair of the parking and common areas,
NOW,,THEREFORE, in consideration of the mutual covenants
and conditions contained in this Agreement, IT IS HEREBY AGREED
between the parties as follows:
DEFINITIONS
1. For the purposes of this Agreement, the following
terms shall have the following meanings:
a) St. Croix Mall: Total land owned by the parties
hereto as identified on the attached survey.
b) Net Leaseable Square Feet: Total square footage used
or leased by the parties for the operation of their
own, their tenants, or sub- tenants' respective businesses,
excluding walls, common areas and non - public facilities.
c) Structures: All buildings, signs, pylons, pedestals,
utilities, improvements, or other similar structures,
whether permanent or temporary in nature.
d) Utilities: All present or .future gas, water, sewer or
electric services, including lines, pipes, poles or
other devices used to transmit such services.
PARKING EASEMENTS .
2. Each of the parties to this Agreement does and has, by
these presents, granted, bargained, sold and conveyed to•each
1i
other party, their successors and assigns, the right, title and
privileges of a permanent, non - exclusive easement for the purposes
of ingress and egress and parking on, over and across cruise
lanes, parking areas, and sidewalks of the parties respective tracts
of land as shown on the attached survey. This easement shall
include pedestrian and vehicular traffic and shall be for the
benefit of each other party, its assigns, tenants, invitees,
licensees and employees.
PARKING AREAS
3. Financial Properties Developers, Inc. shall install paving
on-;t_- heir__ Tract as described on the attached survey along the
Southerly boundaries of said Tract in the easement area of the
Northern States Power Company. The total parking spaces on the
Financial Tract and those constructed on the easement area shall
be in a ratio of six (6) for each 1000 square feet of net leaseable
area of the buildings on the Financial Tract. Financial Properties
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Developers, Inc. agrees that it will not reduce the number of
parking spaces on its Tract and each of the other parties agrees
that it will retain the existing number of parking spaces as of
the date of this Agreement.
UTILITY EASEMENT
4. Each of the parties does and has by these presents granted,
bargained, sold and conveyed onto each other party, a permanent
mutual and non - exclusive easement upon, over and within the areas
outside of the building perimeters for the purposes of constructing,
operating, maintaining and repairing utilities. This easement is,
however, subject to the obligation of the party benefited by the
utility easement to repair or replace in kind I and in quality any
damage caused by the benefited party to the improvements caused
by the exercise of the rights herein contained; provided, however,
no party shall unreasonably interfere with the operation of the
businesses of the other parties in exercising its right pursuant
to this easement.
EXPANSION
5. Each of the parties agrees that they will develop their
respective tracts of land in a first -class workmanlike manner
with all buildings being sprinklered,and that any buildings that
are expanded next to a wall not owned by the expanding party will
be constructed with a separate wall so that their respective
development will remain separate and distinct. Each of the parties
further agree that they will not change points of ingress or
egress of the location of cruise lanes on its Tract without the
unanimous approval of all other parties.
T!AIPTTENANCE
6. Each of the parties agrees to provide for the prompt and
uniform snow removal, grounds keeping, maintenance, upkeep,
repair and landscaping of all common areas of the St. Croix Mall
by paying their pro -rata share of common area charges to Swager
Bros., Inc., according to the terms of their Lease, or by such
separate agreement as may be negotiated between each party
hereto and Swager Bros., Inc.
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LIENS AND DESTRUCTION
7. Each party hereto shall pay at least ten days prior to
foreclosure all taxes and assessments, the payment of which would
be secured by a lien upon any tract referred to herein owned by
such party, and shall promptly, upon request of the owner of any
other tract affected hereby, furnish to such owner tax receipts
evidencing such payment In the event of any destruction of, or
damage of any improvements upon any portion of the property
affected by this Agreement, the owner of such tract shall, at
owner's option either:
(a) Cause such improvements to be repaired, reconstructed
and restored as nearly as practicable to the condition
existing just prior to such damage or destruction; or
(b) Cause other improvements to be constructed on the
area covered by the destroyed or damaged improvements,
which other improvements are similar to, compatible
with and integrated with the remaining development; or
(c) Cause the area covered by the destroyed or damaged
improvements to be razed and the area then to be made
free of any hazards or unsightly conditions. Any
driveways or parking areas will be returned to their
condition just prior to damage or destruction and all
areas shall be kept clean and maintained in a first -
class manner; or
(d) Cause any combination of the foregoing to occur.
If either party hereto shall default with respect to any of its
obligations set forth in this Agreement and such default shall
continue for thirty (30) days after receipt of written notice
thereof from the other party (the complaining party), then the
complaining party shall have the right to cure such default for
the account of the defaulting party and ',be. reimbursed by the
defaulting party for reasonable costs and expenses so incurred,
plus interest at the rate of eight (8 %) percent per annum. Such
right of reimbursement shall be secured by a lien and charge
which is hereby created upon the property of the defaulting party
affected by this Agreement; however, such lien and charge shall
be subordinate and inferior to any mortgage held by an insurance
company, bank, trust company, savings and loan association,
pension, or profit - sharing trust secured by the property of the
defaulting party.
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EXCULPATION
8. Notwithstanding any of the covenants and conditions herein
contained, no fee owner of all or any part of the respective
properties not its partners, shareholders, officers, executors,
transferees, heirs, successors and assigns shall be personally
liable for any of the obligations arising from this Agreement
and that any judgment rendered hereon shall be limited to the
fee owner's interest in its tract as aforesaid and no deficiency
or other personal judgment, order or decree other than injunctive,
shall be rendered against said fee owner or its partners,
shareholders, officers, executors, transferees, heirs, successors
and assigns, in any action or proceeding brought hereunder.
EMERGENCY EASEMENTS
9. In order to provide adequate access for emergency and
utility vehicles each of the parties grants to the City of Oak
Park Heights an easement for ingress and egress for Dublic
emergency and utility vehicles on and over the St. Croix Mall.
BINDING EFFECT
10. This Agreement shall inure to the benefit of and run
with the land owned by the parties and shall be enforceable and
binding upon the parties to this Agreement, their heirs, successors,
assigns, transferees or vendees. It is understood that this
Agreement in no way transfers any right, title or interest in the
St. Croix Mall to any other parties, but only gives the parties
to this Agreement the permanent, mutual and non - exclusive rights
to use certain property owned by the other parties for the purposes
set forth in this Agreement.
EFFECTIVE DATE
11. This Agreement shall become effective and binding upon
the parties as of the date of approval of the St. Croix Mall Pud
by the City of Oak Park Heights, Minnesota.
OAK PARK DEVELOPMENT CO.,INC.
By
and
By
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STATE OF MINNESOTA )
)SS.
COUNTY OF. WASHINGTON )
The foregoing instrument was acknowledged before me this
day of ,1979, by
and — Sy of Oak Park Development
Co., Inc., on behalf of the corporation
Notary Public
SWAGER BROS., INC.
BY
and
BY
STATE OF MINNESOTA )
)SS.
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledged before me this
day of ,1979, by
and by of Swager Bros.,Inc.
on behalf of the corporation.
Notary Public
ST. CROIX BOIATL INC.
BY
and
BY
STATE OF MINNESOTA )
)SS.
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledged before me this
day of ,1979, by
and by of St. Croix
Bowl, Inc. on behalf of the corporation.
Notary Public
DUENOti+1 FOODS, INC., formerly
DUENOW CORPORATION OF MINNESOTA
By
and
By
STATE OF )
)SS.
COUNTY OF )
The .foregoing instrument was acknowledged before me this
day of ,1979, by
and by of Duenow Foods Inc.,
formerly Duenow Corporation of Minnesota, on behalf of the
corporation.
Notary Public
FINANCIAL PROPERTIES DEVELOPERS, INC.
BY
and
BY
STATE OF )
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of 1 1979, by
and by of Financial
Properties Developers, Inc., on behalf_ of the corporation.
Notary Public
S
I
p 1
1
4
We, the undersigned, being a tenant of the St. Croix
Mall, hereby consent to the execution of the attached Real
Estate Development Agreement, dated the day of ,
1979, by Oak Park Development Co., Inc., our Landlord. We
3
agree to be bound by the terms of this Agreement only to the
extent that:
(1) Said terms do not contradict or limit any of the
3 provisions of our Lease; and
(2) Onlv to the extent that none of our rights are
compromised or reduced by our said Agreement.
In the event of any conflict between the terms of the Agreement
and any of the provisions of our Lease or our rights thereunder,
said Lease shall control.
RED OWL
By
and
B
STATE OF MINNESOTA )
)SS.
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledged before me this
day of ,1979, by
(dame of Officer)
('Title of Utticer) and by
(Name of Officer and Title of Officer) uf Red Owl
on behalf of the corporation.
Notary Public
We, the undersigned, being the Minnesota Mutual Life
Insurance Company, a Mortgagee, pursuant to that certain
mortgage, dated August 1st, 1972, recorded August 7, 1972, as
Document No. 301738 in the office of the County Recorder,
Washington County, Minnesota, executed between Oak Park
Development Co., Inc., M- ortgagor, and the Minnesota Mutual
Life Insurance Company, Mortgagee, hereby:
1) Consent to the execution of the attached Real
Estate Development Agreement by Oak Park Development
Co., Inc., dated the day of ,1979, and
agree to its terms only to the extent that said terms
do not contradict or limit any of the.�rovisions of
our mortgage.
2) For $1.00 and other valuable considerations, receipt
of which is hereby acknowledged, release convey and
satisfy that portion of our mortgage as it encumbers
the following described tract of land, lying and being
within the County of Washington, State of Minnesota:
That part of the Northwest Quarter of the North-
east Quarter of Section 4, Township 29 North, Range
20 West, in the City of Oak Park Heights, Washington
County, Minnesota, described as follows: Commencing
at the Northwest corner of said Northwest Quarter of
the Northeast Quarter; thence South 1 degree 54 minutes
06 seconds East, assumed bearing, along the West line
of said Northwest Quarter of the Northeast Quarter a
distance of 405.00 feet; thence North 89 degrees 15
minutes 24 seconds East, a distance of 260.00 feet;
thence South 1 degree 54 minutes 06 seconds East,
parallel with the West line of said Northwest Quarter
of the Northeast Quarter, a distance of 135.00 feet;
thence North 89 degrees 15 minutes 24 seconds East,
a distance of 50.07 feet to an intersection with a
line 310.00 feet East of, measured at a right angle to
and parallel with the West line of said Northwest
Quarter of the Northeast Quarter, which is the point
of beginning of the land to be described; thence
continuing North 89 degrees 15 minutes 24 seconds East,
a distance of 13.20 feet; thence South 1 degree 23
minutes 45 seconds East, a distance of 428.48 feet;
thence South 88 degrees 05 minutes 54 seconds West, a
distance of 9.42 feet to an intersection with a line
310.00 feet East of, measured at a right angle to and
parallel with the West line of said Northwest Quarter
of the Northeast Quarter; thence North 1 degree 54
minutes 06 seconds East, along last said parallel line,
a distance of 428.73 feet to the point of beginning
3) Waive their right, obligation and requirement to join in the
execution of the survey and plat of the St. Croix Mall with
the understanding that upon the recording of said Plat, Oak
Park Development Co., Inc. will execute a corrective mortgage
setting forth the new legal description of the property as
amended by Paragraph 2 above.
MINNESOTA MUTUAL LIFE INSURANCE COMPANY
BY
STATE OF MINNESOTA )
)SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of ,1979, by
and by of Minnesota Mutual Life
Insurance Company, a Minnesota corporation, on behalf of the
corporation.
Notary Public
We, the undersigned, being the Prospect Company, a Mortgagee,
pursuant to that certain mortgage, dated November 16, 1977,
recorded November 30, 1977, as Document No. 367705 in the office of
the County Recorder, Washington County, Minnesota, executed
between Oak Park Development Co., Inc., Mortgagor, and the
Prospect Company, Mortgagee, hereby:
1) Consent to the execution of the attached Real
Estate Development Agreement by Oak Park Development
Co., Inc., dated the day of 1 1979,
and agree to its terms only to the extent that said
terms do not contradict or limit any of the provisions
of our mortgage.
2) For $1.00 and other valuable considerations, receipt
of which is hereby acknowledged, release convey and
satisfy that portion of our mortgage as it encumbers
the following described tract of land, lying and being
within the County of Washington, State of Minnesota:
That part of the Northwest Quarter of the North-
east Quarter of Section 4, Township 29 North,
Range 20 West, in the City of Oak Park Heights,
Washington County, Minnesota, described as .follows:
Commencing at the Northwest corner of said North-
west Quarter of the Northeast Quarter; thence
South 1 degree 54 minutes 06 seconds East, assumed
bearing, along the West line of said Northwest
(Quarter of the Northeast Quarter a distance of
405.00 feet; thence North 89 degrees 15 minutes
24 seconds East, a distance of 260.00 feet; thence
South 1 degree 54 minutes 06 seconds East,
parallel with the West line of said Northwest
Quarter of the Northeast Quarter, a distance of
135.00 feet; thence North 89 degrees 15 minutes
24 seconds East, a distance of 50.07 _feet to
an intersection with a line 310.00 feet East of,
measured at a right angle to and parallel with
the West line of said Northwest Quarter of the
Northeast Quarter, which is the n oint of
beginning of the land to be described; thence
continuing North 89 degrees 15 minutes 24 seconds
East, a distance of 13.20 feet; thence South 1
degree 23 minutes 45 seconds Fast, a distance of
428.48 feet; thence South 88 degrees 05 minutes
54 seconds Jest, a distance of 9.42 .feet to an
intersection with a line 310.00 feet East of,
measured at a right angle to and Darallel with the
West line of said Northwest Quarter of the Northeast
Quarter; thence North 1 degree 54 minutes 06 seconds
East, along last said parallel line, a distance of
428.73 feet to the point of beginning
3) Waive their right, obligation and requirement to join
in the execution of the survey and plat of the St. Croix
Mall with the understanding that upon the recording of
said Plat, Oak Park Development Co., Inc. will execute
a corrective mortgage setting forth the new legal
description of the Droperty as amended by Paragraph 2
above.
PROSPECT COMPANY
BY
STATE OF,MINNESOTA )
)SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of ,1979, by
and by of Prospect Company, a
corporation, on behalf of the corporation.
Notary Public