HomeMy WebLinkAbout2005-11-23 Applicant Ltr to OPH Re Cross Easements & Bldg Plan Changes,A1/4
Vio\i
St.CRIN
CLEANERS
Date: November 23, 2005
To: Eric Johnson, City of Oak Park Heights
Scott Richards, Northwest Associated Consultants
From: Dave Nemec
Re: Oak Park Heights — St.Croix Cleaners — Oak Park Ponds Addition, PUD
Amendment; File 798.02-05.14
With this letter, I am submitting the requested information to complete our application
submitted on Nov 8, 2005. The following items were requested in your letter dated Nov
17 th :
1) Documentation of existing cross easements, declarations and agreements. A
copy of the Declaration of Restrictions and Easements "DRE" filed June 27, 1997
is attached.
2) Changes to building plans to allow tenant spaces access to a service door and
trash disposal facilities. While we appreciate the recommendation and will
consider it for convenience reasons, we are unaware of any codes which make this
a requirement and respectfully submit the plan as is.
Regarding Service Availability Charges (SAC), by moving Oak Park Heights only
Laundromat to a different, more accessible location in Oak Park Heights it is in the best
interest of the residents. Current old inefficient commercial washers will be replaced
with new high efficiency commercial washers. More utility value would be realized
given less water and sewer usage for the same amount of clothes washed.
To pay tens-of-thousands of dollars in WAC/SAC charges, to move our business a mile
away in the same city and be more efficient with the environment and provide a state-of-
the-art facility for residents feels like an injustice. 1 hope that the city will reconsider
assessing this tax.
Resp fuk subrn
Cc: Michael Diem, Archnet
St. Croix Cleaners
David Nemec
850 Burke Court
Maplewood, MN 55109
Qopti'd to 5c0
ed as an integrated retail shopping center "S ho' s in Cen
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RATION OF RESTRICTIONS AND EASEMENTS
(the "DRE")
KNOW ALL MEN BY THESE PRESENTS, THAT:
RECITALS
A. WHEREAS, ICTJ LIMITED PARTNERSHIP ELEVEN, a Minnesota limited
partnership, (the "Grantor ") is the owner of a tract of real property located in Washington County,
Minnesota, and described on Exhibit "A" attached hereto and incorporated herein (the "Property "); and
B. WHEREAS, the Grantor desires to insure that the Pro: e will at all
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,Is s � - 01 I; 4 I
-it e o portatap_s_szaty, and Grantor desires to establish certain rights pursuant to this DRE for the
use and development of the Property; and
C. WHEREAS, in the event the Grantor separates the Property in the future by conveyance,
transfer or otherwise, the portions of the Property conveyed, transferred or otherwise separated, shall be
referred to herein individually as a "Lot" or collectively, as "Lots" or the "Property "; and
of
e
D. WHEREAS, the owner of any Lot from and after the date of this DRE shall be referred to as
an "Owner" or collectively, as "Owners".
E. WHEREAS, the Grantor intends that initial improvements to the Shopping Center be
constructed in the locations as depicted on the site plan prepared by HKS Associates, Inc., referenced as Sheet
No. C4, attached hereto as Exhibit "B" (the "Site Plan ").
F. which WHEREAS, certain ortions within. the exterior boundary of the Property are to be used in
common by all �/ Owners, 1LJLV�.� which � portion �e�u YV a � .. vewa a] �W..+..��+. �.,•.uM.avra.r Y�v.= s�..f�Y'+�+..,t.. �... ;.•r... _..,s tik*adicg,areas, .. ..�- ...r r- •• Y aP roae xes and` trances; f • :rti. >rty : c..s -• y��+
.��.:xrrn i . •...- .r- o-rr. :r� ">.+•:•.^s --r.r •�, ...a..... . .'L. .._ - .
wall was sid oral s and andsc, e4 ar s, (exclusive of any and ah areas covered by buildings and
exclusive of any and all drive -thru lanes for fast food restaurants, banks and other businesses located in the
Shopping Center utilizing drivemthru lanes and exclusive of any drop box areas or portions of an Owner's Lot
as shown on the Site Plan utilized only by the Owner of a Lot) (the "Common Areas ").
G. WHEREAS, the Grantor desires that the Owner of that portion of the Property designated as
"Rainbow Foods" or "Grocery Store" (the "Grocery Parcel Owner") on the Site Plan shall be the entitled to
maintain the Common Areas of the Property pursuant to this DRE.
NOW, THEREFORE, for the purpose of providing for the continued use of the Property as a single
integrated parcel of real estate for the mutual benefit of the Grantor, its legal representatives, successors,
assigns, tenants, customers, invitees, employees and mortgagees, for the purpose of providing adequate
financing for all phases of development of the Property, and in consideration of other good and valuable
consideration, the receipt of which is hereby acknowledged, the Grantor does hereby, impose, establish and
grant the restrictions, reservations, covenants, agreements and easements hereinafter set forth on the Property.
Said restrictions, reservations, covenants, agreements and easements shall constitute covenants running with
the Property to benefit and burden all of the Property irrespective of the manner in which title to the Property
may be subsequently divided. Any person or persons, corporation, trust, partnership or other legal entity
whatsoever, hereafter becoming the owner either directly or indirectly through subsequent transfer or in any
manner whatsoever of any portion of the Property and all tenants, customers, invitees, employees, and
mortgagees shall take, hold and convey the same subject to the following:
936158
ARTICLE I
GRANT OF EASEMENT
Section 1.01 Access Easements. The Owners and their respective heirs, successors, assigns,
customers, invitees, employees, mortgagees, tenants, and tenants' customers, invitees, employees, servants
and agents shall at all times have the right and .. ' ,.. ' e of non - exclusive use both . edestr an and vehicular,
for the_pmEoie. of in_ges,,,,,,,qaresunjilage and d
Common Areas. The Owner of a Lot may change the size or location of the Common Areas on its Lot if
s pecifically allowed pursuant to the terms of this DRE. Notwithstanding the above, HOLLYWOOD
ENTERTAINMENT CORPORATION ( "Hollywood "), its successors or assigns, shall have the exclusive
right to thirty -eight (38) parking spaces as depicted on Exhibit "134" and the right to mark said spaces
"Reserved Parking Hollywood Video Only" so long as Hollywood, its successors or assigns, is a tenant of the
Property.
Section 1.02 Utility Easements. The Owners hereby grant and convey, each to the other, for the
benefit of the Property comprising the Shopping Center, a non - exclusive, perpetual easement in, to, over,
under -ag ss the Common Areas of the Pro e for ie�ur ose of jaatallaion,,gia
repair replacement removaran re o sewermes,
surface drainaga. , h.aa ..p ses drainaabolc ngr o..ds_wat .
aga �ma '� electric wer lines
_... .s„_..«.......N...f.:.cw... — +�,s.....w•.. - srs rsw. sL 7
• ele hone sDnnm umati . n lines im un lines and other u der round utility lines(" Utility Lines ") to
serve the facilities located on the Property. The installation of any Utility Lines ss be subject, as to
location and width, to the approval of the Owner upon whose Lot the Utility Line is or will be located, which
approval shall not be unreasonably withheld or delayed if said Utility Line does not run through or under any
building pad for any buildings constructed or to be constructed on the Property pursuant to the Site Plan and
if such Utility Line does not interfere with any existing Utility Line or any improvement essential to the use of
the Lot upon which the Utility Line is to be located. The Owner hereby approves the (i) utility plan attached
hereto as Exhibit "C ", (ii)the irrigation plans attached hereto as Exhibit "D ", (iii) the landscaping plan
attached hereto as Exhibit "E" and (iv) the lighting plan attached hereto as Exhibit "F".
intenance
Section 1003 'rem orar constructio Ease ment. In connection with any construction work to be
performed in the development of the Shopping Center, each Owner hereby grants to the other Owners
temporary easements for incidental encroachments upon the Owner's Lot which may occur as a result of
construction as set forth in Article III, Subsection 3.01 (e).
Section 1.04 Perpetual Easement Benefitting the Owners. The perpetual easements granted in
Section 1.01 and granted in Section 1.02 shall be for the benefit of, but not restricted solely to, the Owners of
the Property comprising the Shopping Center. Each such Owner may grant the benefit of such easement to
the tenants and other occupants of the Property for the duration of such occupancy, and to the customers,
employees, agents and business invitees thereof; but the same is not intended nor shall it be construed as
creating any rights in or for the benefit of the general public nor shall it affect any real property outside of the
Shopping Center. The following activities are specifically not permitted by any Owner, tenant, and other
occupants of the Property, or any customer, employee, agent, business invitee or any member of the public on
the Lots: (i) exhibiting any temporary placard, temporary signs or notices (other than temporary signs
advertising the tenants of the Shopping Center, leasing information relating to the Shopping Center and
development, including financing, of a Lot) ; (ii) distributing any circular, handbill, placard, or booklet; (iii)
soliciting membership or contributions; and (iv) parading, picketing, or demonstrating. The easements
granted in this Article 1 shall be subject to the covenants and restrictions set forth in Article 11 below.
ARTICLE II
COVENANTS AND RESTRICTIONS
Section 2.01 Changes to Common Areas. Other than the construction of the improvements
depicted and shown on Exhibits "B", "C" "D", "E" Ci 7y and F , no Owner of any portion of the Property shall
at any time erect or permit to be erected any sign, fence, wall, pole, pipe, post, structure or other facility so as
to revent or materially interfere with the free flow of traffic over and across that part of the Cocoon Areas
p y
as depicted by crosshatching on Exhibit "B I". No change,. alteration or elimination of the Common Areas or
curb cuts as depicted by crosshatching on Exhibit "B2" shall be permitted without the express written
approval of the Grocery Parcel Owner. Further, no change, alteration or elimination of the Common Areas
or parking spaces or access aisles as depicted by crosshatching on Exhibit "B3" shall be made or permitted
without the express written approval of Fleming Companies, Inc. ( "Fleming ") so long as Fleming, its
successors, assigns or sublessees is a tenant of the Shopping Center. The ratio of parking area to building
space on each Lot (taking into account any parking provided by the foregoing easement) shall at alt times be
maintained at a level sufficient to meet the requirements of the City of Oak Park Heights, or other municipal
or governmental authority having jurisdiction. Alt parking stalls located on the Property shall be the greater
of 9 feet wide or such minimum width as necessary to comply with parking stall requirements of the City of
Oak Park Heights. Subject to the above restrictions and subject to the other provisions of this DRE relating
thereto, the Owners may change the location of parking stalls and any other improvements on the Common
Areas and use the Common Areas on an Owner's Lot for such purposes as the Owner of such Lot may desire.
Section 2.02 No Parking Charges. No metered or other parking charge shall be assessed in
connection with the parking use on the Property.
Section 2.43 Use Restriction. So long as FLEMING COMPANIES, INC. ( "Fleming), its
successors, assigns or sublessees, is a tenant of the Property, no portion of the Property other than that
portion teased by Fleming, or its successors and assigns, shall be used for or occupied by any business which
sells or offers for sale groceries (including, without limitation, food products, dry groceries such as household
products, paper goods, and other items if such dry groceries are primarily and typically sold in supermarkets),
meats, poultry, seafood, dairy products, fruits, vegetables, baked goods or frozen foods ( "Restricted
Products ") without the written permission of Fleming, its successors and assigns. The foregoing restriction
shall not apply to restaurants selling food items for consumption on the Property or for takeout or to so-
called fast food restaurants. In addition, the foregoing restrictions shall not apply to businesses located on the
Property selling Restricted Products if such Restricted Products are displayed or available for sale in an area
which does not exceed the lesser of (i) one thousand two hundred (I,200) square feet or (ii) eight percent
( %) of the floor area of such business. No portion of the Property shall be used for a bowling alley, skating
rink, theater, bingo or billiard parlor, flea market, nightclub or any operation whose primary activity is
generating more than twenty -five percent (25 %) of its yearly revenue from the sale of alcohol for on -site
consumption, a video arcade, physical fitness center or other place of recreation or amusement, auto service
station, medical center or clinic, training or education facility or any other non- retail use. In addition, so long
as Midwest Vision, Inc. ("Midwest ) or its successor, assigns or sublessees is a tenant of the Property, no
portion of the Property, other than that portion of the Property designated as "Optical Store" on the Site Plan
shall be used for or occupied by any business which sells or offers for sale prescription lenses, contacts and
optical wear, but nothing contained herein shall prohibit the sale of non - prescription glasses or sunglasses.
In addition, so long as Hollywood, its successors or assigns, is a tenant of the Property, no portion of the
Property, other than that portion leased by Hollywood, its successors or assigns, shall be used as or occupied
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ARTICLE 111
CONSTRUCTION
Section 3.01 General Construction Re uirements.
not:
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by any business as a retail video store for the primary use of the sale or rental of video tapes or technological
evolutions of the same; provided that any business may use the Property for the incidental sale or rental of
video tapes or technological evolutions of the same.
Section 2.04 Building Height. Except for the building designated on the Site Plan as "Rainbow
Foods" or "Grocery Store" to be constructed on the Grocery Owner's Parcel , no building erected on any
portion of the Property shall exceed one story (28 feet including parapet walls or projections of type) in
height. The height of any building shall be measured perpendicular from the finish floor line of building
area.
(a) Standard of Construction. Each Owner agrees that all construction activities
performed by it within the Property shall be performed in compliance with all applicable laws, rules,
regulations, orders and ordinances of the city, county, state and federal governments, or any
department or agency thereof, affecting improvements constructed or placed within the Shopping
Center. Alt construction work shall be of first class quality.
(b) No Interference. Each Owner further agrees that its construction activities shall
(i) cause any unreasonable increase in the cost of constructing improvements
upon another Owner's Lot;
(ii) unreasonably interfere with construction work being performed on any
other part of the Property;
(iii) unreasonably interfere with the use, occupancy or enjoyment of any part of
the remainder of the Property by any other Owner or its assignees or guests; and
(iv) cause any other Owner to be in violation of any law, rule, regulation, order
or ordinance applicable to its Lot of the city, county, state, federal government, or any
department or agency thereof,
(c) Hold Harmless. Each Owner agrees to defend, indemnify and hold each other
Owner harmless from all claims, actions, proceedings, and costs incurred in connection therewith,
including reasonable attorneys' fees and costs of suit, resulting from any accident, injury, loss or
damage whatsoever occasioned to any person or to the property of any person arising out of or
resulting from the performance of any construction activities performed on authorized by such
inde reifying Owner.
(d) Construction Storage on Common Areas. Prior to constructing, reconstructing,
remodeling, or enlarging a building or changing the Common Area on its Lot, an Owner shall give
the Grocery Parcel Owner at least thirty (30) days prior notice of the proposed changes and the
location of any staging and storage area. All storage of materials and the parking of construction
vehicles, including vehicles of workers shall occur only on the constructing Owner's Lot, and all
laborers, suppliers, contractors and others connected with such construction activities shall, if reasonably p ossible, use only the access points and driveways located upon the constructing Owner's
Lot so as to minimize interference with each other owner's Lot. Upon completion of such work, the
constructin g Owner shall clean up and restore the affected Common Area to a condition at least equal
to that existing prior to commencement of such work and the entire cost of such cleanup and
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restoration shall be paid by the constructing Owner.
(e) Temporary Construction Easements. Each Owner hereby grants and conveys to
each other Owner and to its respective contractors, materialmen and laborers a temporary license for
access and passage over and across the Common Area of the granting Owner's Lot as shall be
reasonably necessary for the other Owner to construct and/or maintain improvements upon the other
Owner's Lot; provided, however, that such license shall be in effect only during periods when actual
construction and/or maintenance is being performed and provided further that the use of such license
shall not be exercised so as to unreasonably interfere with the use and operation of the Cornmon
Areas by others. Prior to exercising the rights granted herein, the Owner requesting such use shall
first provide the Owner of the Lot upon which such license is requested with a written statement
describing the need for such license, and shall furnish a certificate of insurance showing that its
contractor has obtained the minimum insurance coverage required by Section 3.04 below. An Owner
availing itself of the temporary license shall promptly pay all costs and expenses associated with
such work, shall diligently complete such work as quickly as possible, and shall promptly clean the
area and restore the affected portion of the Common Area to a condition which is equal to or better
than the condition which existed prior to the commencement of such work. Notwithstanding the
foregoing, in the event a dispute exists between the contractors, laborers, suppliers and/or others
connected with construction activities, each Owner shall have the right to prohibit the contractors,
laborers, suppliers and/or others working for another Owner from using the Common Area on its
Lot.
Section 3.02 Common Area Construction
(a) Site Elan Improvements. All improvements made to the Cominon Areas by any
Owner shall be constructed to comply with the Site Plan for the crosshatched areas referenced on
Exhibit "B ", "B2" "B3" and "B4 ", and the plans referenced in Exhibits "C". "D ", "E" and "F".
(b) Lighting Plan. Lighting systems for the Common Area on the Lots shall be
consistent with the lighting plan attached hereto as Exhibit "F" and made a part hereof. The Owners
acknowledge in particular that the City of Oak Park Heights may add restrictions and/or
requirements with respect to lighting on any building, and each agrees to satisfy any and all such
additional restrictions and/or requirements with respect to its Lot. Unless otherwise agreed in
writing, the Grocery Parcel Owner shall have separate control switches to enable it to have complete
control over the lighting system located on the Property.
(c) Pavemen of Par kin Areas. The paved portions of the parking area on the Lots
shall be P aved in accordance with a paving recommendation obtained from a reputable engineering
firm approved by Grocery Parcel Owner.
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(d) Sidewalks. All sidewalks shall be concrete or other material approved by Grocery
Parcel Owner.
(c) Utility Lines. Utility lines and systems shall be placed underground at depths not
less than that designated by consultants approved by Grocery Parcel Owner. Design and working
drawings shall be approved by the utility companies providing services to the Property.
Section 3.03 Parking Construction Requirements.
(a) Number of Stalls. Each Owner hereby agrees to maintain sufficient parking area
on its Lot to maintain that number of 9 foot wide parking spaces on its Lot to comply vvtth the
requirements of the City of Oak Park Heights.
(b) Condemnation of Parking Stalls. In the event of a condemnation of part of a Lot
or sale or transfer in lieu thereof that reduces the number of usable parking spaces located on such
Lot, the Owner whose Lot is so affected shall use its best efforts (including using proceeds from the
condemnation award or settlement) to restore and/or substitute an equal number of other parking
spaces on its Lot, provided, however, that "best efforts" shall not be construed to require such Owner
to spend funds in excess of its condemnation award or settlement to acquire land for replacement or
substitute parking. If such compliance is not possible, such Owner shall not be deemed in default
hereunder and shall have no further obligations pursuant to this Section 3.03 (b).
Section 3.04 Construction Insurance. Prior to commencing any construction activities within the
Shopping Center, each Owner shall obtain or require its contractor to obtain and thereafter maintain so long
as such construction activity is occurring, at least the minimum insurance coverages set forth below:
(i) Workers' Compensation - statutory limits
(ii) Employers' Liability - $500,000
(iii) Commercial General and Commercial Auto Liability in the amount of One Million
Dollars ($1,000,000) per occurrence, Three Million Dollars ($3,000,000) aggregate,
including:
(A) Products /Completed Operations Coverage on an occurrence basis;
(B) "XCU" Hazard Endorsement, if applicable;
(iv) Umbrella liability in the amount of Five Million Dollars ($5,000,000),
(v) Contractor's Protective Liability Insuz covering the contractor and Owner(s) in
the same amounts as set forth in (iii) above; and
(vi) Effective upon the commencement of construction of improvements, the
constructing Owner will carry or cause to be carried, property insurance on a
Standard Comprehensive Replacement Cost Form with a face amount equal to one
hundred percent (100 %) of the replacement value (exclusive of the cost of
excavation, foundations, and footings ) of the buildings and improvements on its
Lot, with a standard co- insurance endorsement of not more than ninety percent
(90 %).
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If the construction activity involves the use of another Owner's Lot, then the owner of such Lot shall be an
additional named insured and such insurance shall provide that the same shall not be canceled without at least
thirty (30) days prior written notice to the named insureds. If such insurance is canceled or expires then the
construction owner shall immediately stop all work on or use of another Owner's Lot until either the required
insurance is reinstated or replacement insurance obtained. Notwithstanding the foregoing, any Owner which
maintains a net worth of at Least $100,000,000 may satisfy the requirements placed upon an Owner under
this subparagraph through self insurance. The insurance may be carried under any plan of self- insurance,
from time to time, maintained b y any Owner, on the condition that the owner so self- insuring hl and
y
maintains adequate net current assets for the risks so self-insured against, and that any Owner, or its
subsidiary, successor, affiliate or controlling corporation so self - insuring, shall furnish to the Owner
requesting the same, evidence of the adequacy of said net current assets (net current assets of $1 00,000,000
or more shall in all instances conclusively be deemed to be adequate for the purposes of this Section). The
annual report of any such Owner that is audited by an independent certified public accountant shall be
evidence of its net current assets. To the extent any deductible is permitted or allowed as a part of any
insurance the Owner shall be deemed to be covering the amount thereof under a plan of self - insurance.
Section 3.05 Relocation of Buildings. An Owner may relocate, expand, or construct new buildings
or improvements on such owner's Lot on the express condition that (i) such relocation, expansion or new
construction does not extend into or encroach onto those Common Areas as depicted by- crosshatching on
Exhibit "B2" (unless the Grocery Parcel Owner approves such relocation, expansion or new construction);
and (ii) for so long as Fleming, its successors or assigns, is a tenant of the Property, such relocation,
expansion or new construction does not extend into or encroach onto those Common Areas depicted by
crosshatching on Exhibit "B3 ", and (iii) parking stalls after said construction comply with all requirements of
Subsection 3.03(a).
Section 4.01 Common Area Maintenance. The Grocery Parcel Owner may cause the Common
Areas to be maintained in accordance with the applicable provisions set forth below (the "Common Area
Maintenance "); provided, however, that Grocery Parcel Owner shall not be so obligated to maintain any
Common Areas located on a Lot prior to the date upon which the initial improvements have been constructed
thereon and the Owner of said Lot has commenced doing business therein. Notwithstanding the foregoing
provision, Grocery Parcel Owner shall have the right to enter and maintain the Common Areas of any Lot,
even if initial construction thereon has not been completed, to the extent that such entry and maintenance are
reasonably necessary or appropriate in connection with the maintenance and operation of all or any other part
of the Shopping Center.
ARTICLE TV
MAINTENANCE AND REPAIR
(a) Standard of Maintenance. The standard of maintenance for the Common Areas
(whether such Common Areas are maintained by the Grocery Parcel Owner or by an Owner of an
individual Lot or Lots) shall be comparable to the standards of maintenance followed in other
comparable retail real estate developments of comparable size in the metropolitan are where the
Shopping Center is located-, The maintenance and repair obligation in any event shall include, but
not be limited to, the following:
(i) Maintaining all paved surfaces of the Common Areas in a smooth and
evenly covered condition, which maintenance work shall include, without limitation,
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cleaning, sweeping, restriping, repairing and resurfacing of the parking area using surfacing
material of a quality equal or superior to the original surfacing material.
(ii) Periodic removal of all papers, debris, filth, refuse, ice and/or snow, and
sweeping the Common Areas to the extent necessary to keep the Common Areas in a
reasonably clean and orderly condition. Snow shall be plowed as soon as a 2 -inch
accumulation occurs and replowed as necessary to maintain less than a 2 -inch accumulation
at all times; upon cessation of the snowfall, the driveways, sidewalks (except fps the
perimeter sidewalks adjacent to a Lot Owner's improvements) and parking areas shall be
plowed to the paved surface.
(iii) Placing, keeping in repair and replacing any appropriate directional signs,
markers and lines.
(iv) Keeping in repair and replacing when necessary such parking lot lighting
facilities as may be reasonably required.
(v) Maintaining all landscaped areas, repairing automatic sprinkler systems or
water lines in the Common Area and making replacement of shrubs and other landscaping as
necessary; provided, however, that each Owner shall maintain and replace the landscaping
located between its improvements and its perimeter sidewalk and any "special" landscaping
(i.e., beyond the standard landscaping requirements for the remainder of the Shopping
Center).
(vi) Cleaning, maintaining and repairing of all sidewalks, provided however,
that each Owner shall clean, repair and maintain the perimeter sidewalks adjacent to its
improvements.
(vii) Maintaining and repairing Utility Lines located in the Common Areas if
such Utility Lines serve more than one Tenant or Owner.
Notwithstanding anything to the contrary, each Owner shall maintain and repair, at its sole cost, in a clean,
sightly and safe condition any exterior shipping/receiving dock area, any truck ramp or truck parking area,
and any refuse, compactor or dumpster area.
Section 4.02 Estimate of common Area Maintenance Costs (DRE Costs").. Prior to the first
day the Grocery Parcel Owner commences maintenance of the Common Area on an Owner's Lot, the
Grocery Parcel Owner shall submit to such Owner an anticipated yearly budget for such maintenance. Such
budget shall be so submitted to each Owner each year thereafter.
Section 4.03 Common Area Maintenance Costs DRE Costs" . The cost of maintaining the
Common Areas shall mean the total of all reasonable costs and expenses paid out or incurred by Grocery
Parcel Owner in connection with or relating to maintenance, repair and operation of the Common Areas, such
as traffic direction, control and regulation of the parking area, cleaning and removal of rubbish, dirt and
debris, landscape maintenance and supplies, utility charges which are not metered directly to an Owner and
maintenance of lighting fixtures in the parking area; taxes paid with respect to items of personalty used in the
operation, maintenance and repair of such Common Areas; rental or purchase of machinery, equipment and
supplies for use in connection with the maintenance or operation of the Common Areas reasonable wages or
salaries (including employer related costs such as state and federal taxes, workers compensation, employer
8
contributions to health, life and disability programs and employer contributions to health, life and disability
programs and employer contributions to pension and profit sharing plans which plan contributions for an
employee shall not exceed Woof gross salary of that employee) paid to Grocery Parcel Owner's on -site
r that are properly allocated to such Common Areas;
personnel for this location only who perform functions th t p p y
premiums for liability insurance covering the Common Areas; and all other items of cost which are incurred
for the maintenance and operation of the Common Areas (collectively the "DRE Costs ", individually a "DRE
Cost "). Notwithstanding the foregoing, DRE Costs for a given year shall not include:
(a) any charge for a capital improvement made within the period of five (5) years
commencing on the date hereof, the cost of which is in excess of $7,500 and which was not either
approved by the Owners or required by a municipal or governing authority; or
(b) real property taxes and assessments; provided, however, that each Owner shall pay
all real property taxes and assessments for the Common Areas on its Lot; or
(c) initial landscaping, initial parking area (including initial parking lot lighting, curbs,
gutter and sideway) and passageway construction or other work necessary to obtain all permits
required for the initial occupancy of, and operation of business upon a given Lot, it being understood
that the cost attributable to such work be paid by the Owner of the Lot upon which the work is being
done; or
(d) costs attributable to the clean up of an environmental hazard on a Lot, it being
understood that the cost attributable to such clean up shall be paid solely by the Owners and
occupants of that Lot and/or the party responsible for such hazard; or
(e) costs attributable to maintenance and repair of Utility Lines serving only one Tenant
on one Lot.
If an individual capital improvement is made during the period after the first five years and before the end of
the first ten years of the term of this DRE and the cost of such capital improvement exceeds $30,000, then for
purposes of charging DRE Costs the cost of such capital improvement shall be amortized over a three year
period. If an individual capital improvement is made during the second ten years of the term of this
Agreement and the cost of such capital improvement exceeds $50,000 then for purposes of charging DRE
Costs the cost of such capital improvement shall be amortized over a three year period.
Section 4.04 Common Area Mana ement Fee. In the event the Grocery Parcel Owner does not
turn over the entire Common Area Maintenance to an independent contractor, the Grocery Parcel Owner may
include as a DRE Cost an "Administrative Charge" not to exceed ten percent (10%) of the DRE Costs, which
charge shall be in lieu of any other charge for administration, supervision, overhead or profit or similar item.
In the event the Grocery Parcel Owner turns over the performance of substantially all of the maintenance and
repair of the Common Area to an independent contractor, the contract fee of the independent contractor may
be included in DRE Costs and in such event the Administrative Charge shall be one percent ( of the
contract fee. In no event shall the Administrative Charge and the contract fee charged by an independent
contractor referred to in the preceding sentence exceed a total of ten percent (10 %) of the DRE Costs.
Section 4.05 De reciation of E ui tnent. Depreciation and investment tax credits applicable to all
capital expenditures shall be prorated to the Owners in accordance with the provisions of Section 4.05 and no
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capital expenditure shall be included as a DRE Cost if the depreciation of such capital expenditure is
included, and vice versa.
Section 4.06 Allocation of DRE Costs. The Owner of each Lot shall pay that percentage of the
DRE Costs equal to a quotient of a fraction the numerator of which is the total square footage of any
buildings and any and all areas utilized by and Owner or its tenants for drive -thru lanes for banking or fast
food or restaurant take -out if such areas are covered by a roof or overhang located on said Lot aid the
denominator of,which is the total square footage of any buildings and any and all areas utilized by Owner or
its tenants for drive -thru lanes for banking or fast food or restaurant take -out if such areas are covered by a
roof or overhang located within the Property. The square footage of buildings shall be measured from the
exterior facade or exterior line of exterior walls and the center line of party or interior \walls. The square
footage of the covered drive -thru lanes shall be reasonably estimated by Landlord. The square footage of
buildings shall include basement or second or upper stories (if allowed pursuant to this DRE) of buildings
located in the Shopping Center. The measurement of rentable square feet of floor area (or covered drive -thru
lanes) shall be made in accordance with the American National Standard (ANST 265. 1 - 1980) (reaffirmed
1989), commonly referred to as the BOMA measurement standard. If the rentable square feet of floor area
(or covered drive -thru lanes) on a Lot changes, such change to the numerator and/or denominator shall be
effective on and after the first day of the first calendar month following the date of such change.
Notwithstanding anything to the contrary contained in this Agreement, during any period of damage,
destruction, razing, rebuilding, repairing, replacement or reconstruction to or of any building in the Shopping
Center, the square footage of that building shall be deemed to be the same as the square footage of that
building immediately prior to that period. Upon completion of the razing, rebuilding, repairing, replacement
or reconstruction of that building, the Owner owning the same, at its sole cost, shall cause to be made a new
determination of square footage for that building, as provided above, and such determination shall be sent to
the Grocery Parcel Owner and any other Owner. In the event that ownership of any Lot is separated from
ownership of the Grocery Parcel Owner, or in the event that an existing Lot is otherwise divided, the Owner
causing such separation of ownership or division shall prorate the allocation of DRE Costs identified herein
to identify the allocation attributable to each Lot so separated in ownership or newly created and file or record
an instrument confirming such allocation and deliver a copy of such instrument to each other Owner.
Grocery Parcel Owner may bill the Owners their share of DRE Costs based on reasonably estimated costs
and expenses, on a monthly basis, and each Owner shall pay such bill within thirty (30) days of receipt
thereof. Within ninety (90) days from the end of each calendar year, Grocery Parcel Owner shall submit a
statement to each Owner setting forth its share based on actual costs. If any Owner has, based upon
estimated billings, paid more or less than its share, there shall be an adjustment to the next month's (or next
successive month's) DRE Costs payable by Owner within thirty (30) days of the year end statement between
Grocery Parcel Owner and each Owner to the end that such Owner pays no more and no less than its share.
Section 4.07 Accounting Records. Grocery Parcel Owner shall keep or cause to be kept for two (2)
years following an accounting period complete records of all DRE Costs for such accounting period, which
shall be open to inspection and audit by the Owners, and any tenant in occupancy of the entire Lot owned by
an Owner, at their own expense, not more than one (1) time per year upon fifteen (15) days notice to Grocery
Parcel Owner. Any objection to the determination of DRE Costs and the allocation thereof shall be raised by
an Owner within one hundred twenty (120) days following the end of the calendar year with respect to which
such amount was charged, or such Owner will be deemed to have waived any such objection.
Section 4.08 Withdrawal From Common Area Maintenance b Grocery Parcel Owner.
Grocery Parcel Owner may, upon not less than one hundred eighty (180) days prior written notice to the other
Owners withdraw from and cease maintenance of the Common Area on such Owner's Lot. in the event
Groce ry Parcel Owner ceases maintenance or the Common Area on a given Lot, Grocery Parcel Owner shall
continue to perform ail of the maintenance responsibilities provided for herein with respect to its
Lot or Lots and any Lot from which it has not so withdrawn; provided, however, that
own y the allocation of
the DRE Costs incurred in connection therewith to the Lots with respect to which such maintenance is
continued shall be appropriately adjusted by Grocery Parcel Owner. Upon withdrawal by Grocery Parcel
Owner, the Owners of Lots from which the Grocery Parcel Owner has withdrawn from Commaizi Area
Maintenance shall be required to maintain the Common Areas of their respective Lots in accordance with the
standards set forth in Sections 4.01 and 4.09.
Section 4.09 Maintenance of Improvements on Lots. After completion of construction of
buildings on a Lot, each Owner covenants and agrees to keep and maintain the building improvements, if any,
located on its Lot or portion thereof in good condition and state of repair, and in compliance with all laws,
rules and regulations, orders and ordinances of the governmental agencies exercising jurisdiction thereover
and the provisions of this Agreement. Each Owner further agrees to store all trash and garbage in adequate
containers maintained in a neat and clean condition and to arrange for regular removal of such trash and
garbage at its sole cost and expense.
ARTICLE V
INSURANCE AND INDEMNIFICATION
Section 5.01 Liabilit Insurance and Indemnification. The Owner of each Lot shall maintain or
cause to be maintained comprehensive public liability insurance, endorsed to cover personal injury and
contractual liability, covering the Common Areas, issued by a company qualified to transact business in the
State of Minnesota, in which the combined single limit of liability shall be not less than the minimum amount
of: $3,000,000 . Each Owner shall, upon request of any other Owner, furnish certificates of such insurance
at any time during the term hereof. Any policy required hereunder shall provide that such policy shall not be
cancelable without at least ten (10) days prior written notice to each Owner. Each Owner shall indemnify
and hold harmless each other Owner from and against all claims, actions, damages, liability and expenses in
connection with bodily injury, death or property damage arising out of accidents occurring on such Owner's
Lot occasioned wholly or in part by any negligent act or omission of its employees, agents or contractors.
The comprehensive public liability insurance furnished by each Owner shall include contractual liability
coverage recognizing such indemnity. Any Owner with a net worth of at least $1 00,000,000 may self-insure
pursuant to requirements of self - insurance set forth in Section 3.01(d). The insurance required by this
Section will not be necessary if coverage is carried by the Grocery Parcel Owner pursuant to Section 5.04
below.
Section 5.02 Casualt Insurance Effective upon the commencement of construction of
improvements, the construction Owner will carry or cause to be carried, fire and extended coverage insurance
with a financially responsible insurance company or companies, in an amount at least equal to the full
replacement cost (exclusive of the cost of excavation, foundations and footings) of the buildings and
improvements insured from causes or events which from time to time are included as covered risks under
standard insurance industry practices within the classification of fire and extended coverage, and specifically
against at least the following perils: loss or damage by fire, windstorm, cyclone, tornado, hail, explosion, riot,
riot attending a strike, civil commotion, malicious mischief, vandalism, aircraft, vehicle, smoke damage and
sprinkler leakage.
II
Section 5.03 Release. Each Owner (the "Releasing Party ") hereby releases and waives for itself and
on behalf of its insurer, the other Owners (the "Released Party ") from any liability for any loss or damage to
all ert ro of such Releasing Party located upon any portion of the Shopping Center, which loss or darnage
P p Y g with extended coverage endorsement, irrespective of any
of the type generally covered by fire insurance `� ith an extended cove g P y
part on the art of the Released Party which may have contributed to or caused such loss, or of the
amount of such insurance required or actually carried. Each Owner agrees to use its best efforts to obtain, if
needed, appropriate ro riate endorsements to its policies of insurance with respect to the foregoing relee; it being
understood, however, that failure to obtain such endorsements shalt not affect the release hereinabove given.
Each Owner ("Indernnitor") covenants and agrees to indemnify, defend and hold harmless each other Owner
Ea
("Indernnitee") and against all claims asserted by or through any Owner or ts assigns, tenant, etc. of the
Indemnitor's Lot for any loss or damage to the Property of such Owner or its assigns, tenant, etc. located
respective on the Indemnitor's Lot, which loss or damage is of the type generally covered by fire insurance
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with an extended coverage endorsement, irrespective of any negligence on the part of the Indemnitee which
may have contributed to or caused such loss.
Section 5.04 Common Area Liability Insurance. On the condition that the Grocery Parcel Owner
has not otherwise withdrawn from Cornmon Area Maintenance pursuant to Section 4.08, then the Grocery
Parcel Owner shall, at all times during the term of this Agreement, maintain with a financially responsible
insurance company or companies, general public liability insurance against claims on account of bodily injury
or death and property damage occurring upon, in, on or about the Common Areas on the Shopping Center,
such insurance to provide for a limit of not less than Three Million Dollars ($3,000,000.00) for personal or
bodily injury in• or death to any one person, for a limit of not less than Five Million Dollars ($5,000,000.00) for
personal or bodily injury or death to any number of persons arising out of one occurrence, and for a limit of
not less than Three Million Dollars ($3,000,000.00) in respect of any instance of property damage. Said
insurance shall be affected under a joint policy under the terms of which each of the Owners shall be a named
insured party. Grocery Parcel Owner is hereby designated the agent of the other Owners for the purpose of
obtaining such insurance. The premium for said policy shall be included in DRE Costs. The Owners agree to
review the minimum limits set forth above from time to time and further agree to adjust such limits if
circumstances warrant.
Sec tion 5.05 Liens. The Owner of each Lot on which construction is being performed shall not
permit any mechanics' or materialmens' liens, or other similar liens, to stand against or attach to any part of
the Property. The Owner performing or causing to be performed such construction may bond and contest the
validity any amount of such lien, but on final determination of the validity and amount of the lien, such
Y
Owner shall immediately pay any judgment rendered, with all property costs and charges, and shalt have the
lien released at such owner's expense. The Owner performing or causing to be performed such construction
P
shall indemnify, defend and hold harmless each other Owner and each other Owner's Lot from all loss, cost,
damage, liability and expense (including attorney's fees) resulting from the assertion of any such liens.
ARTICLE VI
12
CASUALTY AND EMINENT DOMAIN
Section 6.01 Casualty. In the event of any destruction or damage to any improvements upon any
portion of the Property, the Owner of such damaged portion of the Property shalt at the Owner's option,
p g p
either: (i) cause such improvements to be repaired, reconstructed and restored as nearly as practicable to the
condition existing just prior to such damage or destruction: (ii) 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 on the Property; (iii) cause the area covered
by the destroyed or damaged improvements to be razed and the same are then to be, at the Owner's option,
either: (a) paved, marked, lighted and drained so as to provide additional parking facilities for the remaining
development, or (b) covered with suitable ground cover; or (iv) cause any combination of the foregoing to
occur. The provisions of this Section 6.01 are intended to provide for obligations of Owners of the various
portions of the Property; therefore, the requirements of any Owner's mortgagee and such Owner's lessee
under the terms of the mortgages or leases executed by such Owner shall not be diminished by the obligations
of the Owner created hereunder, it being acknowledged by each Owner that the obligations of e eh Owner
hereunder shall be in addition to and complementary to the requirements of any Owner's mortgagee or such
Owner's lessee under the terms of the mortgages or leases executed by each Owner,
Section 6.02 Eminent Domain. In the event any portion of the Property shall be condemned, the
award shall be paid to the Owner owning the land or the improvement taken, except that (i) if the taking
includes improvements belonging to more than one Owner, the portion of the award allocable thereto shall be
used to relocate, replace or restore such jointly owned improvements to a useful condition, and (ii) if the
taking includes easement rights which are intended to extend beyond the term of this DRE, the portion of the
award allocable to each such easement right shall be paid to the respective grantee thereof. In addition to the
foregoing, if a separate claim can be filed for the taking of any other property interest existing pursuant to
this DRE which does not reduce or diminish the amount paid to the Owner of the land or the improvement
taken, then the Owner of such other property interest shall have the right to seek an award for the taking
thereof.
ARTICLE VII
REMEDIES
Section 7.01 Default; Lien Rights. If the Owner of any Lot shall default with respect to any of its
obligations set forth herein and such default shall continue for thirty (30) days after receipt of written notice
thereof (except in the case of emergency, impairment of easement rights or parking violations, in which case
whatever notice is reasonable under the circumstances shall be sufficient) from the Owner of the other Lot,
the Owner of the other Lot shall have the right to enforce such obligations, either at law or in equity, by
injunction or specific performance or other available relief, or may perform or pay all or any part of such
obligations and charge to the defaulting Owner the cost of performing or the payment made, including
reasonable attorneys' fees plus interest at the rate of eighteen percent (18%) per annum on amounts. aid b
P by
said Owner to perform or pay for the defaulting Owner's obligations; provided, however, that so long as the
Grocery Parcel Owner is providing maintenance pursuant to this DRE only the Grocery Parcel Owner shall
have the right to enforce obligations to pay DRE Costs. If the Grocery Parcel Owner has withdrawn from
Common Area Maintenance any Owner may enforce the above obligations against a defaulting Owner and
be reimbursed by the defaulting Owner for reasonable costs and expenses, including attorney's fees, incurred
in connection with curing the default, plus interest at the rate of eighteen percent (18%) p er annum. Such
right to reimbursement -shall be secured by a lien which is hereby created upon the Lot owned by the
defaulting Owner; provided that such lien shall be subordinate and inferior to any lease, or to any mortgage
held by an insurance company, bank, trust company, savings and loan association or pension or profit- sharing
trust, or investment banking house or mortgage banking house secured by the portion of the Property owned
by the defaulting Owner. In addition to the foregoing, in the event of a default, after notice as provided
above, the non - defaulting Owner shall have all remedies available at law or equity (except that in no event
shall termination of this DRE be a permitted remedy). For purposes of this Section 7.01, the Grocery Parcel
13
Owner may assign right n its ri ht to enforce any or all of the provisions of this DRE to Fleming for the period of
Flemin g 's Lease and, if such assignment is trade, Fleming shall have the exclusive right to enforce this DRE
on behalf of the Grocery Parcel Owner.
Section 7.02 Non-Waiver. Failure to enforce any covenant hereunder shall not be deemed to be a
waiver of the right to do so thereafter. No waiver by any Owner of any default under this Agreement shall be effective or binding on such Owner unless made in writing by such Owner and no such waiver shall be
implied from any omission by an Owner to take action in respect to such default. No express written waiver
of any default shall affect any other default or cover any other period of time other than any default and/or
period of time specified in such express waiver. One or more written waivers or any default under any
provision of this Agreement shall not be deemed to be a waiver of any subsequent default in the performance
or the same provision or any other term or provision contained in this Agreement.
Section 7.03 Attorneys' Fees. In the event any Owner shall institute any action or proceeding
against another Owner relating to the provisions of this Agreement for any default hereunder or to collect any
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amounts owing hereunder, or an arbitration proceeding is commenced by agreement of the Owners to any
dispute, then in such event the unsuccessful litigant in such action or proceeding shall pay the reasonable
expenses of attorneys' fees and disbursements incurred therein by the successful litigant, including such costs
and expenses incurred in connection with any such action or proceeding and any appeals therefrom.
Section 7.04 Cumulative Remedies. Any remedies in Section 7.01 are cumulative and shall be
deemed additional to an y and all other remedies to which any Owner may be entitled in law or in equity, and
shall include the right to restrain by injunction any violation or threatened violation by any Owner of any of
the terms, covenants or conditions of this Agreement and by decree to compel performance of any such terms,
covenants or conditions, it being agreed that the remedy at law for any breach of any such term, covenant or
condition (except those, if any, requiring the payment of a liquidated sum) is not adequate.
ARTICLE VIII
MISCELLANEOUS
14
Section 8.01 Taxes and Assessments. The Owner of each Lot shall pay prior to the due date all
taxes and assessments, the payment of which would be secured by a lien upon the Lot owned by such Owner,
and shall promptly, upon request of the Owner of any other Lot, furnish to such Owner tax receipts
evidencing such payment. Any. Owner may appeal an assessment of taxes on the condition that such appeal
be contested pursuant to law and at the end of such appeal the Owner pays any tax assessments held to be
valid.
Section 8.02 Bindin Effect Covenants Runnin With Land- Amendment- Non-terminable
Agreement. The easements, covenants, conditions and restrictions described and set forth in this Agreement
will be perpetual and constitute covenants running with the Property to benefit and burden all of the Property
from the date of this Agreement, unless subsequently terminated or amended pursuant to this DRE. The
restrictions hereby imposed and this DRE cannot be terminated, amended or changed in any manner without
the express written consent of : (i) all of the record Owners of the Property, (ii) all mortgagees holding
mortgages of record affecting any portion of the Property, and (iii) Fleming, provided that, if at any time
Fleming, its respective successors and assigns shall no longer be a tenant in the improvements on the
Property, its consent to a termination or modification of this Agreement shall no longer be required.
Section 8.
�3sto el ertif cafe. Each owner hereby severally covenants that upon written
request from time to time of the other Owner, it will issue to a prospective mortgagee of such other Owner or
to a ros ective successor Owner to such other Owner an estoppel certificate stating:
1? p
(i)
the requesting
thereof;
(ii)
any way (or if
effect.
15
whether the Owner to whom the request has been directed knows of any default by
Owner under this Agreement, and if there are known defaults, specifying the nature
whether to its knowledge this Agreement has been assigned, modified or amended in
it has, then stating the nature thereof); and
that to the Owner's knowledge this Agreement as of that date is in full force and
Such statement shall act as a waiver of any claim by the Owner furnishing it to the extent such claim is based
upon facts contrary to those asserted in the statement and to the extent the claim is asserted against a bona
p �'
fide purchaser encumbrancer or urchaser for value without knowledge of facts to the contrary of those contained in the
f
statement and who has acted in reasonable reliance upon the statement. However, such statement shall in no
event subject the Owner furnishing it to any liability whatsoever, notwithstanding the negligence or otherwise inadvertent failure of such Owner to disclose correct and/or relevant information.
Section 8.04 Notices. All notices, demands, statements and requests required or permitted to be
given under this Agreement must be in writing and shall be deemed to have been properly given or served,
whether received or not, upon deposit in the United States Mails, postage prepaid and registered or certified
mail, return requested, t uested, addressed to the addresses provided to other Owners from and after receipt of
q
notice of an address from an Owner. Alt notices, demands and requests shall be effective upon being
deposited in the United States Mails in accordance with the provisions hereof. Any Owner shall have the
right from time to time and at any time, upon at least ten (10) days prior written notice thereof in accordance
with p rovisions hereof, to change its respective address and to specify any other address within the United
States of America and to add one additional party to whom notices must be sent; provided however, that
notwithstandin g anything an thin herein contained to the contrary, in order for the notice of address change or notice
of additional Person to be effective, it must actually be received.
5ssSjmL8A5_Sjngulat_Land Plural, whenever required by the context of this Agreement, the
singular shall include the plural, and vice versa, and the masculine shall include the feminine and neuter
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genders, and vice versa.
Section 8.06 Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original. Further, the signature of the Owners to this Agreement may be executed
and notarized on separate pages, and when attached to this Agreement shall constitute one complete
document.
Section 8.07 jxcusable vela s. Whenever performance is required of any Owner hereunder, that
Owner shall use all due diligence to perform and take all necessary measures in good faith to perform;
provided, however, that if completion of performance shall be delayed at any time by reason of acts of God,
war, civil corn motion, riots, strikes, picketing, or other labor disputes, unavailability of labor or materials or
damage to work in progress by reason of fire or other casualty or causes beyond the reasonable control of an
Owner, then the time for performance as herein specified shall be appropriately extended by the amount of
,
the delay actually so caused. The provisions of this Section 8.07 shall not operate to excuse any owner from
the prompt payment of any monies required by this Agreement.
1
Section 8.08 Severability, Invalidation of any of the provisions contained in this Agreement, or of
the application thereof to any Owner, by judgement or court order, shall in no way affect any of the other
provisions hereof or the application thereat() any other Owner, and the same shall remain in full force and
effect.
Section 8.09 No Public Dedication. Nothing herein contained shall be deemed to be a gift or
dedication of any portion of the Property to the general public or for any public use or purpose whatsoever.
Section 8.10 No Joint Venture. No partnership or joint venture is created by this instrument; the
Grantor is imposing the easements and restriction contained herein on the Property for the purposes set forth
above to benefit Grantor, its legal representatives, successors, assigns, tenants, customers, invitees,
employees and mortgagees which may now or hereafter hold liens on the Property or any part hereof.
Section 8.11 Governin This agreement shall be construed according to the laws of the State
of Minnesota.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the 21, day of
, 1 997.
STATE OF MINNESOTA )
)ss
COUNTY OF HENNEPIN )
This instrument was drafted by
and should be returned to:
Morrison & Fenske, P.A. (JFM)
465 Southdale Office Centre
6600 France Avenue South
Edina, MN 55435
oppidan/sti(watr /dre.cln
6/18/97
GRANTOR
KTJ LIMITED PARTNERSHIP ELEVEN,
a Minnesota limited partnership
By: OPPIDAN, INC.,
a Minnesota corporation
Its: General Partner
Personally came before nee this qv- day of �.:� , 1997, the above named
Kiro A • €k 1 the 1, i f .u�t• ,r�.�- of Oppidan, Inc., a Minnesota
corporation, the General Partner of KTJ Limited Partnership Eleven, a Minnesota limited partnership, known
to me to be the person who executed the foregoing instrument and acknowledged the same on behalf of the
limited partnership.
17
(Notary Seal)
JANE M.. s IL, ;i.
NOTARY QUBL1c- MtMita k
WASHINGTON COU N .7 r '�
M Commission Expires Jan, 31, O )
EXHIBIT "A"
LEGAL DESCRIPTION
Lot 1, Block 1, Brackey West Addition according to the recorded plat on file,
Washington County, Minnesota
Legend: Site plan referenced as sheet number C4
Private Drive not part of common area
Bank Drive Thru Area not part of common area
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hibit "131" to DRE
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