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HomeMy WebLinkAbout3054PLAZA EASEMENT AGREEMENT between THE CITY OF EDINA, MINNESOTA and ORION 4500 FRANCE, LLC Date as of , 2020 THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 4823-3633-8116\3 PLAZA EASEMENT AGREEMENT (4500 France) THIS PL A EASEMENT AGREEMENT (this "Agreement") is made and entered into this te) day of , 2020 ("Effective Date"), by and between the CITY OF EDINA, MINNESOTA, a M esota statutory city (the "City"), and ORION 4500 FRANCE, LLC, a Delaware limited liability company ("Owner"). RECITALS: A. The Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority"), the City, and Owner, as "Developer", are parties to that certain Redevelopment Agreement dated December 18, 2018 (as amended, the "Contract"). B. The Contract provides for the redevelopment by Owner of certain real property legally described on the attached Exhibit A (referred to herein and in the Contract as the "Redevelopment Area") and located within the 44th & France 2 Tax Incremental Financing District, established by the Authority pursuant to Resolution No. 2018-100, in coordination with the Authority and with the cooperation and assistance of the City. C. The Contract provides for the expenditure of certain public funds to assist in the redevelopment of the Redevelopment Area with certain "Minimum Improvements" consisting generally of a new 4-story, mixed use project, including an approximately 46-unit apartment building and approximately 6,500 square feet of ground-level restaurant and retail space. D. The Minimum Improvements also include a ground-level, outdoor plaza and amenity area (referred to herein and in the Contract as the "Plaza"), which such Plaza is located on that portion of the Redevelopment Area legally described on the attached Exhibit B-1 and depicted on the attached Exhibit B-2 (the "Plaza Property"). E. The City and Owner have agreed in the Contract that Owner shall grant an easement to the City pursuant to which the Plaza will be permanently open and accessible to the general public for its use and enjoyment pursuant to the terms and conditions of this Agreement. F. Owner has agreed to own, operate, manage, and maintain the Plaza pursuant and subject to the terms and conditions of the Contract and this Agreement. G. The City and Owner deem it to be in their interests and in furtherance of the economic development and redevelopment plan for the Redevelopment Area reflected in the Contract to enter into this Agreement. H. All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Contract. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the others as follows: 4823-3633-811613 ARTICLE I. GRANT OF EASEMENTS Section 1.1. Easement Premises. Owner hereby grants and conveys to the City, for the benefit of the City and the general public: (a) a non-exclusive, perpetual public easement over, across, upon and through the Plaza Property, together with and including all (i) surface improvements now or hereafter located thereon, including, without limitation, all paving, sidewalks, and pathways, and (ii) all amenities, components, and fixtures now or hereafter located thereon, including, without limitation, all benches, tables, chairs, and trash receptacles, all to the extent required by the Final Development Plan, Development Contract, and the Contract (collectively, the "Plaza Premises") for the purpose of the general public utilizing the Plaza Premises and its components as a public plaza, in accordance with and subject to the terms and conditions of this Agreement, and (b) a non-exclusive, perpetual public easement over, across, upon and through all means of pedestrian and vehicular access to and from public rights of way, streets, alleys, public spaces, and easements appurtenant and/or used in connection with the Plaza Premises located on the Redevelopment Area and adjoining or contiguous to the Plaza Premises, including all roads, driveways, parking lots, exterior concourses, passageways, sidewalks and stairways providing such means of access, (collectively, the "Access Premises", and together with the Plaza Premises, collectively the "Easement Premises"), all in accordance with and subject to the terms and conditions of this Agreement. ARTICLE II. TERM Section 2.1. Term. The easements granted hereby, and each reservation, covenant, condition and restriction contained in this Agreement, shall be effective as of the date hereof, shall be perpetual, and shall remain in effect until affirmatively released by the City. Such release shall be evidenced by the recording of a release or termination of this Agreement in the real estate records of Hennepin County, Minnesota, at which time this Agreement shall terminate, subject to reconciliation of expenses and obligations incurred through the date of release or termination and the continuation of those provisions that specifically survive termination of this Agreement, and the Plaza and any other areas of the Easement Premises shall thereafter belong to and be under the sole control of Owner. ARTICLE III. USE OF EASEMENT PREMISES Section 3.1. Operation and Control of Easement Premises. During the term of this Agreement, Owner shall operate the Easement Premises in accordance with this Agreement and all applicable governmental laws, ordinances, regulations and orders, at Owner's sole cost and 2 4823-3633-8116\3 expense. Subject to the terms of this Agreement, Owner has full authority and control over the management, operation, and use of the Easement Premises. Owner is entitled to keep and retain as its own property all income and revenue produced from the use and operation of the Easement Premises during the term of this Agreement and shall have no obligation to report to or account to the City for any such income or revenue or with respect to expenses incurred by Owner in its use and operation of the Easement Premises, provided, however, all use of the Plaza by the general public shall be free of charge and Owner shall not charge any fee for the use of the Plaza pursuant to this Agreement. Section 3.2. Special Events. The easement rights granted hereunder include the right for the City and/or members of the general public (including organizations not affiliated with the City) to reserve and use the Plaza Premises for periodic community special events (e.g., fundraising walks/runs, art fairs, holiday events, community celebrations, etc.), provided that Owner may establish an application and permit process for such special events and require that the sponsor of such special event enter into a standard form license or similar agreement with Owner for the use of the Plaza Premises containing certain conditions, requirements, and restrictions which must be met by the special event's sponsor (e.g., insurance requirements, clean-up responsibilities, etc.). The terms and conditions of any such permit/application process and all such license/use agreements shall be commercially reasonable and applied to all users and special event sponsors on a non-discriminatory basis. Section 3.3. Waste, Nuisance, Damage, Disfigurement or Injury to Easement Premises. Neither the City nor Owner shall knowingly or willfully commit or suffer to be committed any waste or damage in or upon the Easement Premises, or any disfigurement or injury to any improvements hereafter erected or located upon the Easement Premises, or any part thereof, or the fixtures and/or equipment thereof. Owner, in its use and occupancy of the Easement Premises, shall not knowingly and willfully commit or suffer to be committed any act or thing which constitutes a nuisance. Usual and normal wear and tear, damage by the elements, unavoidable casualty or depreciation and diminution over time shall not be considered "waste," "nuisance," "damage, "disfigurement," or "injury." Section 3.4. Owner's Reservation of Certain Rights. The City's easement rights under this Agreement shall be subject to the following reservations, as well as the other applicable provisions contained in this Agreement: (a) Owner reserves the right to close-off any portion of the Easement Premises for such reasonable period of time as may be legally necessary, in the opinion of Owner's counsel, to prevent the acquisition of prescriptive rights by anyone; provided, however, that prior to closing-off any portion of the Easement Premises, Owner shall give as much written notice as reasonably practicable of its intention to do so. (b) Owner reserves the right at any time and from time to time to exclude and restrain any private party from access to the Plaza for cause and on a non-discriminatory basis. (c) Owner reserves the right to temporarily erect or place barriers in and around areas on the Easement Premises which are being constructed and/or repaired in order to 3 4823-3633-8116\3 ensure either safety of persons or protection of property. (d) Owner reserves the right to adopt and enforce reasonable rules and regulations for the safe, efficient, and orderly use and operation of the Easement Premises, so long as such rules and regulations are applied on a non-discriminatory basis, do not adversely impact the City's or the public's rights to use of the Easement Premises as set forth in this Agreement, and are mutually agreed to by Owner and the City Manager. By way of example and not limitation, Owner may establish the following hours of operation: from April 15 to October 31, 7:00 a.m. — 10:00 p.m. and from November 1 to April 14, 7:00 a.m. — 8:00 p.m. (e) Owner may impose reasonable time, place, and manner restrictions on the use of and activity within the Plaza, provided such restrictions are content neutral and imposed to the extent necessary to ensure the safe operation of the Plaza and the Minimum Improvements as a whole (e.g., promoting the safety of the residents of the residential element of the Minimum Improvements). ARTICLE IV. MAINTENANCE OF THE EASEMENT PREMISES Section 4.1. Maintenance. At all times during the term hereof, Owner, at its cost and expense, shall keep and maintain the Easement Premises and the other Minimum Improvements in good condition and repair in a first-class manner, similar to that of other public plazas located within other first-class, multi-use projects in the Minneapolis-Saint Paul metropolitan area, which such maintenance shall include, without limitation, the following: (a) all repairs, replacements, renewals, alterations, additions and betterments thereto, structural and non-structural, ordinary and extraordinary, and foreseen and unforeseen, all as may be necessary to keep the Easement Premises and the other Minimum Improvements in the condition and repair required by this Agreement, and which are consistent with the requirements of the Final Development Plan, Development Contract and the Contract, and are not inconsistent with the City's or the public's rights to use of the Easement Premises as set forth in this Agreement; (b) the inspection, repair, replacement, and maintenance of all pedestrian surfaces to a smooth and evenly-covered condition, which obligation includes, without limitation, the cleaning, sweeping, repairing and resurfacing of such pedestrian surfaces; (c) periodic removal of all papers, debris, filth, refuse, ice and snow, provided all sweeping shall be at appropriate intervals during such times as shall not unreasonably interfere with the use of the Easement Premises; (d) maintaining and replacing all landscaping and other vegetation; (e) placing, keeping in repair, replacing and repainting any appropriate directional signs or markers within or associated with the Easement Premises; 4 4823-3633-8116\3 operating, keeping in repair, cleaning and replacing when necessary such lighting facilities as may be reasonably required, including, without limitation, all lighting necessary or appropriate for security of the Easement Premises; and (g) maintaining in good working order, repairing, and replacing as necessary all domestic water, sewer, storm water, gas, electricity, power, heat, telephone, other communications service and any and all other utility or similar services used, rendered, or supplied, upon, at, from, or in connection with the Easement Premises. Section 4.2. No Obligation of the City to Repair or Maintain. The City shall have no obligation of any kind, expressed or implied, to repair, rebuild, restore, reconstruct, modify, alter, replace, or maintain the Easement Premises or any part thereof. ARTICLE V. UTILITIES Section 5.1. Utility Charges. During the term of this Agreement, Owner shall pay, or cause to be paid, when the same become due, all charges for water, sewer usage, storm water, gas, electricity, power, heat, telephone, or other communications service and any and all other utility or similar services used, rendered, supplied, or consumed in, upon, at, from, or in connection with the Easement Premises, or any part thereof. TAXES AND ASSESSMENTS Section 6.1. Payment of Taxes and Assessments. Owner shall pay, or cause to be paid, before becoming delinquent, all real estate taxes, charges, assessments, and levies, assessed and levied by any governmental taxing authority during the term of this Agreement against the Easement Premises and the other Minimum Improvements. Nothing contained in this Agreement shall require Owner to pay any franchise, estate, inheritance, excise, succession, capital levy, or transfer tax of the City or any income, excess profits or revenue tax payable by the City under this Agreement. Subject to the terms of the Contract, Owner shall have the right and option, at any time but solely at Owner's expense, to pay any real estate taxes or assessments in installments or under protest or in a similar manner, or to contest the levy or amount of the same in appropriate legal or administrative proceedings. ARTICLE VII. INDEMNIFICATION, INSURANCE Section 7.1. Indemnification of the City. Except to the extent caused by the willful misconduct or negligence of the City, its employees or agents, or the general public, or arising out of the default by the City and its officers, employees or agents of obligations made pursuant to a contract with Owner, including this Agreement, Owner hereby covenants and agrees to assume and to permanently indemnify and save harmless the City and its employees and agents from and against any and all claims, demands, actions, damages, costs, expenses, reasonable attorneys' fees, and liability in connection with the loss of life, personal injury and/or damage to property, to the 5 4823-3633-8116U extent arising from or out of the design or initial construction, maintenance and operation of the Easement Premises, or in connection with the use or occupancy of the Easement Premises, or any part thereof, by Owner, or to the extent arising out of the breach of Owner's obligations hereunder. Section 7.2. Property Insurance. At all times during the term hereof, Owner, at its sole cost and expense, shall keep the Easement Premises and the other Minimum Improvements, and all alterations, extensions, and improvements thereto and replacements thereof, insured, in the amount of the full replacement cost thereof and with such deductibles as Owner deems appropriate, against loss or damage by fire and against those casualties covered by extended coverage insurance and against vandalism and malicious mischief and against such other risks, of a similar or dissimilar nature, as are customarily covered with respect to improvements similar in construction, general location, use, and occupancy to such improvements. Section 7.3. Personal Property. All property of every kind and character which Owner may keep or store in, at, upon, or about the Easement Premises shall be kept and stored at the sole risk, cost, and expense of Owner. Section 7.4. Liability Insurance. During the term of this Agreement, Owner shall procure and maintain continuously in effect (or shall cause the same to occur), the following policies of insurance of the kind and minimum amounts as are customarily maintained with respect to facilities and improvements similar to those located on the Easement Premises, at commercially reasonable coverage levels, to be reviewed from time to time by Owner: insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the use, occupancy, or condition of the Easement Premises, or any part thereof, including insuring the indemnification obligations set forth in Section 7.1 above. Such insurance shall provide that the City is an additional insured. Section 7.5. General Insurance Requirement. All insurance required in this Agreement shall be placed with financially sound and reputable insurers licensed to transact business in the State of Minnesota. Owner shall promptly following the City's request therefor, furnish the City with copies of policies evidencing all such insurance or a certificate or certificates of the respective insurers stating that such insurance is in force and effect. Each policy of insurance herein required shall contain a provision that the insurer shall not cancel it without giving written notice to the City at least 10 days before the cancellation becomes effective. The insurance coverage herein required may be provided by a blanket insurance policy or policies. Section 7.6. No Obligation of the City for Insurance. At no time and under no circumstances shall the City be required to take out, maintain in force and effect, or pay for any type of insurance coverage with reference to the protection of and/or ownership of and/or occupancy of and/or a suit relating to the Easement Premises and/or any improvements hereafter located thereon. ARTICLE VIII. ASSIGNMENT Section 8.1. Assignment by the City. During the term of this Agreement, the City may 6 4823-3633-8116\3 not assign or transfer its interest under this Agreement without the prior written consent of Owner. Section 8.2. Assignment by Owner. During the term of the Contract, Owner may not assign or otherwise transfer its interest under this Agreement, except as provided in the Contract. The City shall recognize and approve any successors or assigns of Owner in accordance with the terms and provisions of the Contract. Following the full and final payment of the TIF Note issued under the terms of the Contract, Owner may assign this Agreement without consent of the City. ARTICLE IX. CASUALTY Section 9.1. Destruction. In the event that all or any part of the Easement Premises and/or other portions of the Minimum Improvements are destroyed by fire or other casualty, and subject to a determination by the relevant mortgage lender, Owner shall promptly rebuild or reconstruct the same to the extent insurance proceeds are available or, in the event insurance proceeds are not sufficient to reconstruct the same, to the extent insurance proceeds combined with any contributions by Owner toward reconstruction are available. ARTICLE X. EMINENT DOMAIN Section 10.1. Major Condemnation. If all of the Easement Premises is taken, acquired, or condemned by eminent domain for any public or quasi-public use or purpose, this Agreement shall terminate as of the date of vesting of title in the condemning authority. Each party shall make its own claim in the condemnation proceeding based upon the value of its respective interest in the Easement Premises. ARTICLE XI. DEFAULT AND REMEDIES Section 11.1. Default By Owner. If Owner fails to perform any of its obligations under this Agreement, and fails to cure such default after 30 days' written notice of such default or, if such default cannot reasonably be cured within such 30 days, fails to commence curative action and thereafter diligently complete the same, then, in such case, the City may pursue all available remedies at law and in equity. ARTICLE XII. MISCELLANEOUS Section 12.1. Waiver. The waiver by any party hereto of any breach or default of any provisions anywhere contained in this Agreement shall not be deemed to be a waiver of any subsequent breach or default thereof. No provision of this Agreement shall be deemed to have been waived by any party hereto unless such waiver is in writing and signed by the party charged with any such waiver. 7 4823-3633-8116\3 Section 12.2. Amendments. Except as otherwise herein provided, and not otherwise, no subsequent alteration, amendment, change, waiver, discharge, termination, deletion, or addition to this Agreement shall be binding upon either party unless in writing and signed by both parties. Owner and the City agree to join in and consent to amendments to this Agreement, to the extent such amendments are reasonably required by Owner's relevant mortgage lender encumbering the Easement Premises, provided; however, that Owner and the City shall not be required to enter into any amendment which does not adequately protect the legitimate interest and security of the Authority or the City with respect to the redevelopment of the Redevelopment Area as contemplated in the Contract. Section 12.3. Joinder; Permitted Encumbrance. Except for the mortgagee consent attached hereto, this Agreement does not require the joinder or approval of any other person and each of the parties respectfully has the full, unrestricted and exclusive legal right and power to enter into this Agreement for the term and upon the provisions herein recited and for the use and purposes hereinabove set forth. This Agreement shall constitute a permitted encumbrance under any loan agreement heretofore or hereafter entered into between Owner and any construction lender or permanent lender. Section 12.4. Dedication. Nothing contained in this Agreement will be deemed to be a gift or dedication of any portion of the Easement Premises to the general public, except as explicitly set forth in this Agreement. Section 12.5. Notices. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is (a) dispatched by registered or certified mail, postage prepaid, return receipt requested, (b) sent by recognized overnight courier (such as Federal Express), or (c) delivered personally, as follows: In the case of Owner: Orion 4500 France, LLC Attn: Ted Carlson 4530 West 77th Street, Suite 365 Edina, MN 55435 In the case of the City: City of Edina Attn: City Manager 4801 West 50th Street Edina, MN 55424 with a copy to: Dorsey & Whitney LLP Attn: Jay Lindgren 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. Section 12.6. No Third Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, action or remedies to any person or entity. 8 4823-3633-8116\3 Section 12.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 12.8. Law Governing. This Agreement will be governed and construed in accordance with the laws of the State of Minnesota. Section 12.9. Consents and Approvals. In all cases where consents or approvals are required hereunder, such consents or approvals shall not be unreasonably conditioned, delayed or withheld. All consents or approvals shall be in writing in order to be effective. Section 12.10. No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement should be breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 12.11. Survival. The easements granted hereby and each reservation, covenant, condition and restriction contained in this Agreement will run with the land and will be binding upon, and inure to the benefit of, as the case may be, Owner and the City and their respective successors and assigns. Section 12.12. Subdivision. The parties acknowledge that the Redevelopment Area may be subdivided by a Registered Land Survey. Following such subdivision, the fee owner of any portion of the Redevelopment Area may prepare an amendment to this Agreement to (i) confirm those parcels of the Redevelopment Area which are burdened or benefitted by the terms and condition of this Agreement, and (ii) release all other parcels of the Redevelopment Area from the terms and conditions of this Agreement. Such owner shall deliver the amendment to the all other fee owners of the Redevelopment Area and to the City for execution, and all other fee owners of the Redevelopment Area and the City shall promptly execute and acknowledge the amendment and return it to the fee owner that prepared the amendment for recording against title to the Redevelopment Area. [Remainder of page intentionally left blank; signature pages follow] 9 4823-3633-811613 Notary 9 u s li IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CITY: CITY OF EDINA, MINNESOTA ,--DocuSIgned by: By: 19709467E09E4C2... Its: -3-4,1/4itts 1-.1(ck4 Mayor c--DocuSigned by: , • Asockazsuic2Reac Its: Nte c".9_ City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) pe-foregoing ivstanot w4 npw ckledged before me this (0 day of 2020, by3 CitiqeSfiJII I 4ATP5C. 4X, the Mayor and City Manager respectively, oft le City of Edina, Minnesota, on behalf of the City. SHARON M . ALLISON Notary Publio•MInnasota My ConimiseFon Expires Jan 31, 2025 vWwWWMAMiwWwWAAA By: [Signature Page to Plaza Easement Agreement (4500 France)] 4823-3633-811613 OWNER: ORION 4500 FRANCE, LLC, a Delaware limited liability company By: Orion Investments Edina II, LLC, a Minnesota limited liability company Its: Manager By: Name: Its: STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2020, by , the of ORION INVESTMENTS EDINA II, LLC, a Minnesota limited liability company, as the manager of ORION 4500 FRANCE, LLC, a Delaware limited liability company, on behalf of the limited liability companies. Notary Public [Signature Page to Plaza Easement Agreement (4500 France)] 4823-3633-8116\3 EXHIBIT A Legal Description of Redevelopment Area Real property in the City of Edina, County of Hennepin, State of Minnesota, described as follows: Parcel 1: Lots 1 and 2 and that part of Lot 6 described as follows: Commencing at the most Northerly corner of said Lot 6; thence South along the East line of said lot; 40.62 feet; thence Northwesterly 30.2 feet to a point on the Northerly line of said Lot 6, distant 27.19 feet Westerly from the point of beginning; thence Northeasterly to the point of beginning, all in Block 2, "Fairbairn's Rearrangement" in Waveland and Waveland Park, including all of the vacated alley which lies North of the South line of said Lot 2 extended West, Hennepin County, Minnesota. (Abstract property) Parcel 2: Lots 3, 4 and 5; That part of Lot 6, described as follows: Commencing on the Easterly line of said Lot at a point distant 40.62 feet Southerly from the most Northerly corner of said Lot, thence Northwesterly 30.2 feet to a point on the Northwesterly line of said Lot distant 27.19 feet Southwesterly from the most Northerly corner of said Lot; thence Southwesterly along the Northwesterly line of said Lot to the most Westerly corner of said Lot, thence Southeasterly along the Southwesterly line of said Lot to the most Southerly corner of said Lot, thence Northerly along the Easterly line of said Lot to the point of beginning; That part of the alley now vacated, described as follows: Commencing at the point of intersection of the center line of alley, now vacated with the North line of Lot 3 extended Westward, thence East on said extended line to the Northwest corner of said Lot 3, thence along the Easterly line of said alley to the most Southerly corner of Lot 5, thence Southwesterly along an extension of the Southeasterly line of said Lot to the center line of said alley, thence Northwesterly along the center line of said alley to a point of its intersection with a line erected to bisect the angle existing in the Westerly line of said alley, thence Southwest along said line to the West line of said alley, thence North along said West line to a point in said line 40.62 feet South of the most Northerly corner of Lot 6, the same being the point of intersection to said West line of alley with the extension Westward of the North line of Lot 3, thence East along said extended line to the point of beginning; All in Block 2, "Fairbairn's Rearrangement" in Waveland and Waveland Park. Hennepin County, Minnesota (Torrens property, Certificate of Title No. 1474225) A-1 [Exhibit A to Plaza Easement Agreement (4500 France)] 4823-3633-8116\3 Parcel 3: Lot 7, Block 2, Fairbairn's Rearrangement in Waveland and Waveland Park, Hennepin County, Minnesota. Together with that part of the adjacent vacated alley that accrued thereto by reason of the vacation thereof. (Abstract property) Parcel 4: Lot 8, Block 2, Fairbairn's Rearrangement in Waveland and Waveland Park, Hennepin County, Minnesota less and except that portion described as commencing at the most westerly corner of said Lot 8; thence on an assumed bearing of North 47 degrees 35 minutes 29 seconds East, along the northerly line of said Lot 8, a distance of 12.00 feet; thence South 33 degrees 43 minutes 44 seconds East, parallel with the west line of said Lot 8, a distance of 75.00 feet; thence South 47 degrees 35 minutes 29 seconds West, parallel with said northerly line of Lot 8, a distance of 12.00 feet, to said west line of Lot 8; thence North 33 degrees 43 minutes 44 seconds West, along said west line of Lot 8, a distance of 75.00 feet to the point of beginning. (Abstract property) A-2 [Exhibit A to Plaza Easement Agreement (4500 France)] 4823-3633-81 16\3 EXHIBIT B-1 Legal Description of the Plaza Property An easement over, under, and across that part of Lots 7 and 8, Block 2, Fairbairn's Rearrangement in Waveland and Waveland Park, according to the recorded plat thereof, Hennepin County, Minnesota, described as commencing at the most westerly corner of said Lot 8; thence on an assumed bearing of North 47 degrees 35 minutes 29 seconds East, along the northerly line of said Lot 8, a distance of 12.00 feet to the point of beginning of the easement to be described; thence South 33 degrees 43 minutes 44 seconds East, parallel with the west line of said Lot 8, a distance of 108.97 feet; thence North 48 degrees 00 minutes 00 seconds East 16.89 feet; thence North 42 degrees 00 minutes 00 seconds West 8.1 1 feet; thence North 48 degrees 00 minutes 00 seconds East 34.63 feet; thence North 42 degrees 00 minutes 00 seconds West 52.38 feet; thence North 48 degrees 00 minutes 00 seconds East 4.20 feet; thence North 42 degrees 00 minutes 00 seconds West 47.63 feet to the northerly line of said Block 2; thence South 47 degrees 35 minutes 29 seconds West, along said northerly line of Block 2, a distance of 40.05 feet to the point of beginning. B-1-1 [Exhibit B-1 to Plaza Easement Agreement (4500 France)] 4823-3633-811613 EXHIBIT B-2 Depiction of the Plaza Property [See attached.] B-2-1 [Exhibit B-2 to Plaza Easement Agreement (4500 France)] 4823-3633-8116\3 LINE PARALLEL WITH THE W. LINE OF LOT 8 5 5 9001 East Bloomington Freewoy (35W) • Suite 118 Bloomington. MInnosoto 55420-3435 S U/VDE' 952-881-2455 (Fox: 952-888-9526) LAND SURVEYING www.sundo.corn 2017-090-8 T.78, R.74, S.07 20170908-plozo.thg NON B-2-2 [Exhibit B-2 to Plaza Easement Agreement (4500 France)] 4823-3633-8116\3 CONSENT AND SUBORDINATION The undersigned, Bremer Bank, National Association, a national banking association, holder of that certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents executed by Orion 4500 France, LLC, a Delaware limited liability company, dated July 1, 2019, filed July 15, 2019, as Document No. A10678911, in the office of the County Recorder in and for Hennepin County, Minnesota, and filed July 8, 2019, as Document No. T05626060, in the office of the Registrar of Titles in and for Hennepin County, Minnesota (the "Mortgage"), hereby consents to the foregoing Plaza Easement Agreement (4500 France) (the "Easement Agreement"), and hereby subjects and subordinates the Mortgage and all of its right, title and interest in and to the Easement Agreement. Bremer Bank, National Association, a national banking association By: Name: Title: STATE OF ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2020, by , the of Bremer Bank, National Association, a national banking association, on behalf of the association. Notary Public 4823-3633-8116\3