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Home My WebLink About3270France Avenue Pedestrian Enhancement Project SP 120-020-037 Easement Check List Parcel 6 7 Parcel Number 6 84 7 Property Southdale Center Address Southdale Early Notification Letter Waiver of Compensation / Appraisal Easement Parcel File: Project Letter Early Notification Letter Title Work by Cambel Knutson Communication log Appraisal/0/ A/I/ en-- Signed Easement Early notification letter - Waivers Easements Included Sent Acknowledged Compensation Appraisal Sent Signed k il.e k - A ci • K . Val.) K A k k eiP X AipAiiis-xt e-- 471-A c..44e=r2 pc-1 VAI / e."•,- A D(.._ May 21, 2012 France Avenue Area Stakeholders City of Edina Re: Stakeholders Meeting #1 - 7:00 PM, Thursday, May 3lat Edina Public Works France Avenue Transportation Enhancement Intersection Improvements Dear Stakeholder: You are invited to a stakeholder meeting for the France Avenue Pedestrian and Bicycle Intersection Enhancement Project to be held on Thursday, May 31 at 7:00 PM at the Edina Public Works Facility, 7450 Metro Boulevard, Edina, MN 55436. Background: The City of Edina was successful in 2007 in securing Federal Transportation Enhancement funding for the 72nd Street Pedestrian Bridge over France Avenue. As a result of several studies, change in policy direction and new leadership at the City, the concept of a bridge over France Avenue was deemed no longer practical. The City then requested and was granted a Scope Change and a one year Sunset Date extension for the project. The re-scoped project will accomplish the same goals, safely and efficiently, for less overall cost, in partnership with the other agencies and with greater community support. The vision for the re-scoped project stems from the County's "France Avenue Corridor Study" completed in 2009, Intersection enhancements such as; median refuge island, accessible pedestrian signals, pedestrian warning signs, enhanced pedestrian corner treatments, landscaping (urban design) etc., will be provided at three primary intersections along France Avenue. 66th Street: This proposed crossing would provide access to; medical buildings, Southdale Center, Aquatic Center, Rosland Park, TLC Bike Boulevard project, and access to transit. 70th Street: This proposed crossing would continue the complete street project recently constructed west of France Avenue. It would serve primarily single family neighborhoods, The Galleria, Target, Promenade, Southdale Library, Hennepin County Government Center, and access to transit. 76th Street: This proposed crossing would serve primarily multi-family housing and connect to Centennial Lakes Park, Promenade, Three Rivers Park District Nine mile trail in Richfield, Edinborough Park, medical facilities, and access to transit. ENGINEERING DEPARTMENT 7450 Metro Boulevard o Edina, Minnesota 55439 svww.EdinaMN.gov 952-826-0371 Fax 952-826-0392 Other Improvements: Three Rivers Park District (TRPD) is also planning improvements to Gallagher Drive. Although this intersection will be improved by TRPD the proposed crossing will serve the future planned regional trail, Promenade, multi-family housing, and access to transit. In addition to the intersection enhancements the proposed project will provide missing sidewalk connections insuring that all areas on both sides of France Avenue have an opportunity to access one of the planned crossing locations. Stakeholders: The City has worked with several agencies during the preliminary studies, concept development and the proposed re-scoping of the project since the original TE application was submitted and approved. These agencies have included: • Hennepin County Community Works • Hennepin County Transportation • Three Rivers Park District • Transit for Livable Communities • Metro Transit The City is now beginning the process of gathering input and developing a final layout for the proposed intersection enhancement improvements. You have been identified as a key stakeholder in the project and we are requesting your assistance in developing the final layout. Meeting Agenda and Save the Dates: The meeting will consist of a presentation on the project background/history, project goals and expectations and potential options. The presentation will be followed by a brainstorming session on stakeholder thoughts and ideas. Upcoming dates to be aware of: • Stakeholder Meeting No. 2 June 26, 7:00 PM • Special Meeting of the Edina Transportation Commission July 9, 7:00 PM • Edina City Council Meeting July 17, 7:00 PM If you are unable to attend and would like more information on the project, please feel free to call Charles Rickart with WSB & Associates, Inc. at 763-287-7183 or myself at 952-826-0443. Sincerely, de144/12"--a-2 Wayne Houle, P.E. Director of Engineering G:\PW\CENTRAI SVCS\ BRIDGES\ France Avenue Pedestrian Bridge\ France Intersections\ 20120521 Stakeholder Mtg #1 NotIce.docx January 14, 2013 Mr. John Phipps Simon Property Group, Inc. Development Operations 225 West Washington Street Indianapolis, IN 46204 RE: Easements for France Avenue Pedestrian Project Dear Mr. Phipps: Thank you for meeting, via phone, with Laurie Van Dalen and me this past fall to discuss the easements required for pedestrian safety improvements along France Avenue. Due to the federal participation in this project the City is committed to submitting all required documentation to Minnesota Department of Transportation by March 31; therefore we would request that the easement be executed by March 1, see attached proposed permanent and temporary easements. The City is requesting that all required easements be donated as a partnership with the adjoining commercial properties; I thank you for considering this donation. As a federal funded project you do have a right to have an appraisal of the donated easement, please notify me as soon as possible if you would like an appraisal. During our meeting with you and Laurie Van Dalen we discussed many aspects of the project. Here is a follow up to these items: - The City will work very closely with your management staff, along with your landscape professionals to develop and execute a project that will provide safety to your customers, both pedestrians and vehicles that access Southdale Center from France Avenue. This work will include a re-landscaping of the disturbed area along with providing a revised irrigation system. EDINA PUBLIC WORKS tk PARK MAINTENANCE FACILITY 7450 Metro Boulevard Edina, Minnesota 55439 www.EdinalVIN.gov 952-826-0376 Fax 952-826-0392 Page 2 Southdale Center Easements January 14, 2013 Crosswalks will be provided to the west at the southerly signalized access to Southdale Center. A water pipe will also be installed within this easement that will connect from the municipal well located at 7335 York Avenue to the proposed water treatment plant that will be located just north of the existing water tower north of West 69th Street. This future treatment plant project will also remove the pump house that is located in the median of West 69th Street, thereby improving the site lines and aesthetics of this corner. Please review the attached easements and return the signed easements to me. Please contact me if you have any questions relating to these easements or this project. Sincerely, alele-K71°#42" Wayne D. Houle, PE Director of Engineering Office Phone: 952-826-0443 Email: whoule@edinamn.gov Enclosures C: Laurie Van Dalen - Simon Property Group, Inc. G:\ PW\ CENTRAL SVCS \ ENG DIV\ PROJECTS \ IMPR NOS \BA404 France Ave Intersection Enhancements\ ADMIN \ LEGAL \ Easements \ Parcel 6 & 7 \ 20130114 WH- Edina to JP-Simon Parcel 6n7.doc (reserved for recording information) GRANT OF PERMANENT AND TEMPORARY EASEMENTS SOUTIMALE LIMITED PARTNERSHIP, a Delaware limited partnership, hereinafter referred to as "Grantor", in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant unto the CITY OF EDINA, a municipal corporation organized under the laws of the State of Minnesota, the Grantee, hereinafter referred to as the "City", its successors and assigns, the following easements: 1. A permanent easement for public sidewalk and utility purposes over, across, on, under, and through land situated within the County of Hennepin, State of Minnesota, as legally described on the attached Exhibits "A" and "B", including the rights of the City, its contractors, agents, servants, and assigns, to enter upon the permanent easement premises at all reasonable times to construct, reconstruct, inspect, repair, and maintain said public sidewalk and utility systems over, across, on, under, and through the permanent easement premises, together with the right to grade, level, fill, drain and excavate the permanent easement premises, and the further right to remove trees, bushes, undergrowth, and other obstructions interfering with the location, construction, and maintenance of said public sidewalk and utility easements. 168076v1 1 2. A temporary construction easement over, across, on, under, and through the land situated in the County of Hennepin, State of Minnesota, as legally described on the attached Exhibits "A" and "B". To have and to hold the same, unto the City, its contractors, agents, servants and assigns, commencing upon execution of this document and expiring December 31, 2013, together with the right of ingress to and egress from the temporary easement premises, for the purpose of constructing, reconstructing, inspecting, repairing, and maintaining the property of the City, at the will of the City, its successors and assigns. Grantor hereby grants the uses herein specified without divesting itself of the right to use and enjoy the above described temporary easement premises, subject only to the right of the City to use the same for the purposes herein expressed. As a condition of said temporary construction easement grant, the City shall, upon completion of construction and prior to termination, restore the ground surface of the temporary construction easement premises to its original condition so far as is reasonably practicable with the exception of any grade changes, bank sloping, ditching, fills, slope construction, cuts and any removal of earth, other materials, trees and other vegetation. The above named Grantor, for itself, its successors and assigns, does covenant with the City, its successors and assigns, that it is well seized in fee title of the above described easement premises; that it has the sole right to grant and convey the easements to the City; that there are no unrecorded interests in the easement premises; and that it will indemnify and hold the City harmless for any breach of the foregoing covenants. 168076v1 2 IN TESTIMONY WHEREOF, the Grantor hereto has signed this agreement this day of ,20 . GRANTOR: SOUTHDALE LIMITED PARTNERSHIP By: Its: General Partner STA I t, OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing instrument was ,20 , by Southdale Limited Partnership, a Delaware Grantor. limited partnership, on behalf of said partnership, acknowledged before me this day of , the General Partner of NOTARY PUBLIC DRAFTED BY: CAMPBELL KNUTSON Professional Association 317 Eagandale Office Center 1380 Corporation Center Curve Eagan, Minnesota 55121 Telephone: 651-452-5000 RNK/cjh 168076v1 3 EXHIBIT "A" Parcels 6 and 7 Legal Descriptions: That part of Tract G, Registered Land Survey No, 432, Hennepin County, Minnesota, lying Easterly of the following described line: Beginning at a point on the Easterly line of Tract C, Registered Land Survey No. 1641, distant 281.80 feet North of the southeast corner of said Tract C; thence Southerly along said Easterly line and its Southerly extension a distance of 285.00 feet; thence Southerly to the Northeast corner of Tract D, said Registered Land Survey No. 1641 and there terminating. AND Tract A, Registered Land Survey No. 1815, Hennepin County, Minnesota. EXHIBIT "B" Easement Descriptions: A permanent sidewalk and utility easement over, under, and across the parcels described in Exhibit A, which lies westerly of Line A hereinafter described: Commencing at the Northwest Corner of the Southwest Quarter of Section 29, Township 28, Range 24, Hennepin County Minnesota; thence South 00 degrees 06 minutes 27 Seconds West, assumed bearing along the west line thereof, 408.98 feet; thence South 89 degrees 53 minutes 33 seconds East, 61.95 feet to the west line of said Tract A and the point of beginning of Line A to be hereinafter described; thence South 00 degrees 06 minutes 27 seconds West, 167.92 feet; thence South 00 degrees 34 minutes 10 seconds East, 30.85 feet; thence South 00 degrees 31 minutes 48 seconds East, 421.40 feet; thence South 00 degrees 06 minutes 08 seconds West, 314.53 feet; thence South 89 degrees 46 minutes 50 seconds East, 12.00 feet; thence South 00 degrees 06 minutes 08 seconds West, 225.86 feet; thence South 04 degrees 49 minutes 50 seconds West, 133.58 feet; thence South 00 degrees 24 minutes 03 seconds West, 124.06 feet to the southwesterly line of said Tract A and said line there terminating. AND ALSO A temporary construction easement across the parcels described in Exhibit A, which lies easterly of the west line of said Tract A, easterly of said Line A and southerly and westerly of the following described line: Commencing at the Northwest Corner of the Southwest Quarter of Section 29, Township 28, Range 24, Hennepin County Minnesota; thence South 00 degrees 06 minutes 27 Seconds West, assumed bearing along the west line thereof, 224.27 feet; thence South 89 degrees 53 minutes 33 seconds East, 70.00 feet to the west line of said Tract A and the point of beginning of the line to be hereinafter described; thence North 89 degrees 34 minutes 34 seconds East, 17.22 feet; thence South 00 degrees 25 minutes 26 seconds East, 89.16 feet; thence South 09 degrees 11 minutes 36 seconds West, 105.36 feet; thence South 00 degrees 16 minutes 51 seconds East, 44.24 feet; thence North 89 degrees 43 minutes 09 seconds East, 10.00 feet; thence South 00 degrees 16 minutes 51 seconds East, 52.26 feet; thence North 89 degrees 43 minutes 09 seconds East, 25.00 feet; thence South 00 degrees 16 minutes 51 seconds East, 105.37 feet; thence South 89 degrees 43 minutes 09 seconds West, 30.00 feet; thence South 00 I 68076v1 4 degrees 16 minutes 51 seconds East, 517.32 feet; thence North 89 degrees 43 minutes 09 seconds East, 10.00 feet; thence South 00 degree 16 minutes 51 seconds East, 261.61 feet; thence North 89 degrees 43 minutes 09 seconds East, 48.08 feet; thence South 00 degrees 16 minutes 51 seconds East, 44.35 feet; thence South 89 degrees 43 minutes 09 seconds West, 57.32 feet; thence South 00 degrees 06 minutes 08 seconds West, 158.20 feet; thence South 04 degrees 49 minutes 50 seconds West, 133.59 feet; thence South 00 degrees 24 minutes 03 seconds West, 135.17 feet to the southwesterly line of said Tract A and there terminating. Said temporary easement shall expire on: December 31, 2013. 168076v1 5 A 701 Xenia Avenue South, Suite 30D Minneapolis. MN 55418 www.v,55eng.COin 4:=22551=a 5,15.55 e 79-50,700 INFRASTRUCTURF ENGINEERSIC PUNNING CONSTRUCTION France Avenue Improvements Easement Parcel Sketch City of Edina, Minnesota WS8ProieEIlo, 1E68400 Date: 11/20/12 Parcel No. 6 WSB 57.32 08904309.9 r- ',158.20 S00.06 08"9 RLS 432 I !I 500.06 i 2?' I 8•111 6 000016'51E 74.47 46.08 58.94431 09•11 44.36., 12! 0 50 00 S00*-1-6^ 51"E 689°4650E.... 12.00 ! i : / SO4.49' 50"W - 133.59 A5.57,07 C.C., DOC arlDwr F 0 :1r I ,••n • 135.17 500°24'03M 1 1 — 69TH STREET IN , 167 PROPOSED PERMANENT EASEMENT AREA 2013 sci PROPOSED TEMPORARv CONSTRUCTION EASEMENT AREA = 0139595 fAdE56-30•Svveyva-ced Le, RLS 629 TRACT 11 MB Project No. 1086300 Date: 11/20/12 Parcel No. 7 AL 701 Xents Avenue SG" Sufte 300 1449B Minns8Pals. MN sso 00ow.w50090011 & h... 761.544011•EN00E.10 INFRASTRUCTURE ENGINEERING PUNNING CONSTRUCEON France Avenue Improvements Easement Parcel Sketch City of Edina, Minnesota 66TH STREET W 0 75 Ito 1" 5e513.0e-5 ." lace PROPOSED PERMANENT EASEMENT AREA = 3.889 sq ft PROPOSED TEMPORARY CONSTRUCTION EASEMENT AREA = 21,193 sq ft TRACTA France Avenue Pedestrian Enhancement Project SP 120-020-037 Easement Communication Log Parcel 6 n 7 Parcel Number 6 & 7 Property Southdale Center Address Southdate Communications Date Type Email Phone Notes 1/29/2013 0 John Phipps 1/29/2013 s John Phipps 2/25/2013 0 Wayne Houle 2/25/2013 o John Phipps 3/12/2013 x Bryan Loughridge 3/12/2013 o John Phipps 3/15/2013 0 Bill Neuendorf 3/15/2013 o Andrea McDowell Poehler 3/15/2013 x Andrea McDowell Poehler 3/15/2013 x Andrea McDowell Poehler 3/4/2013 x Chuck Schneider 3/4/2013 o Andrew Plowman 3/4/2013 x John Phipps 3/5/2013 x Cary Teague 3/19/2013 x Andrea McDowell Poehler 3/19/2013 x Andrea McDowell Poehler 3/20/2013 o Brandon Ayscue 3/20/2013 x Brandon Ayscue 3/20/2013 x Brandon Ayscue 3/20/2013 0 Brandon Ayscue 3/20/2013 x Brandon Ayscue 3/20/2013 x Andrea McDowell Poehler 3/20/2013 0 Brandon Ayscue 3/22/2013 o Rhonda Mabry 3/22/2013 o Rhonda Mabry 3/21/2013 0 Brandon Ayscue WAIVER OF COMPENSATION (DONATION) S.P./S.A.P. No. SP 120-020-037 Parcel No. 6 & 7 PID: 2902824330014 & RLS 1815 Owner Southdale Center LLC Address 10 Southdale Center, Edina MN Wayne D. Houle, PE Director of Engineering City of Edina 7450 Metro Boulevard Edina, MN 55439 Dear Mr. Houle: We are fully aware of the City's need to acquire an easement from our property for the above pedestrian enhancement project. I am also aware of my right to have the City appraise the property and of my right to receive just compensation. We have decided to donate the easements required from my property. We do wish to have our property appraised and waive our right to receive just compensation. Sincerely, Southdale_Center, LLC Name: Pa4lti T CAA s lts:Sjo 1 itVLi Pivilkb,4-7(ci(st Simo4it115 AMA Mainzla Metro Approkol 11-11-11E6 ES AN MICOMPILECIATED ACQUP81111110k1 VALUA-1111ON CORAINUKEIECAVED 111( A @UIVIERAEARV REIPOR11 OF: ELAND LOCATED Ai: WESI 661" @MEET - 69' a-EIRIEEY AND FIFIANCE AVENUE I1N EDINA, RAIENNESOTIA OWNED IR: CONGOANHA PROPER-FEW@ Ill/ 111C 1284 East County Road E Vadnais Heights, MN 55110 651-426-7144 Fax 651-426-9458 www.mckinziemetroappraisal.coin FOIETA: CUM EDERIA EB WARACE O. 011EN INARCH 2041 3) 3/22/2013 MMA AefcKnee Metro Approbal Mr. Wayne Houle, Director of Engineering City of Edina 7450 Metro Blvd. Edina, MN 55439 Re: Project: 66th St. - 76th St. and France Ave. Owner: Parcel # 6/7 Concordia Properties III LLC Location: 66th St. - 69th St. and France Ave. Inspected: 3/21/2013 I have prepared a valuation for the purpose of arriving at a current opinion as to the fair market value of the planned acquisition from the subject property. The property is the Southdale Shopping Center property. The planned acquisition is a permanent easement and a temporary easement on the east side of France Avenue. The appraisal includes an estimated before value of the land, an estimate of the value of the planned acquisitions from the subject property, and a projection of an after land value. The improvements on the property are disregarded. The land estimate is of PIDs 2902824320009 and 2902824330014 rather than the entire Southdale complex. Existing assessments, if any, are disregarded; the appraisal assumes that the property is free of assessments. This appraisal is intended to comply with the MnDOT State —Aid Manual. The Right of Way Section in this manual is intended for use by cities and counties in the Sate of Minnesota. Also, the appraisal is intend to comply with the Uniform Standards of Professional Appraisal Practice (USPAP). 1284 East County Road E Vadnais Heights, MN 55110 651426-7144 Fax 651426-9458 www.mckinziemetroappraisal,com The planned improvement project is a pedestrian enhancement project. It extends from 66th Street on the north to 76th Street on the south. Sidewalks will be built on areas where they do not now exist. There will be little change to the existing roadways except that driving lanes in some areas will be reduced from the existing 12 - 13 foot lanes to 11 foot lanes to accommodate sidewalks. Some curbs will be moved. 2 Based on my field inspection of the subject property and other field data, and the data contained in the appraisal, it is my opinion that the fair market value of the planned acquisition from the subject property as of 3/21/2013 , the date I inspected the property is: $437,000 I am retaining a copy of this report in my files together with field sheets and data from which it was prepared. The opinion of value presented in the appraisal is contingent upon the limiting conditions contained in the report. Also, it assumes that the information provided to me is accurate. Thank you for calling on me to appraise the property for you. If you have any questions, or if there is any way that I can be of further assistance, feel free to contact me at 651-426-7144. Sincerely, A Wallace 0. Oien Certified General Appraiser (State of Minnesota) License #4000825 McKINZIE METRO APPRAISAL 3 TABLE OF CONTENTS TABLE OF CONTENTS 4 PARCEL DATA SUMMARY 5 VALUATION DATA SUMMARY 6 PART I: INTRODUCTION 7 PURPOSE OF THE APPRAISAL 8 USE OF THE APPRAISAL 8 USER OF THE APPRAISAL 8 PROPERTY RIGHTS APPRAISED 8 FEE SIMPLE INTEREST DEFINED 8 PERMANENT EASEMENT 8 'I EMPORARY EASEMENT 8 DEFINITION OF MARKET VALUE 9 COMPETENCY PROVISION 9 SCOPE OF THE APPRAISAL 10 ASSUMPTIONS AND LIMITING CONDITIONS 10 USPAP ADHERENCE DISCUSSION 11 CERTIFICATION OF APPRAISER 12 PART II: FACTUAL DATA 13 PROJECT AREA 14 COMMUNITY DATA - EDINA 15 NEIGHBORHOOD DESCRIPTION 15 ZONING 15 ZONING MAP 16 AERIAL - SUBJECT 17 DESCRIPTION OF TRACT 18 PHOTOGRAPHS 19 STA'thIVIENT REGARDING HIGHEST AND BEST USE 23 PART BI: VALUATION PROCESS 24 THE APPRAISAL PROCESS - BEFORE VALUE 25 LAND SALES MAP 26 LAND SALE SUMMARY GRID 31 LAND SALE ADJUSTMENT GRID 32 DISCUSSION OF ADJUSTMENTS 33 CORRELATION OF BEFORE LAND VALUE 35 PARCEL 6 SKETCH 36 PARCEL 7 SKETCH 37 DISCUSSION OF THE ACQUISITION 38 TREE VALUATION 40 FINAL SUMMARY 41 ADDENDUM 42 PROPOSED EASEMENTS 43 APPRAISER QUALIFICATIONS 48 APPRAISER LICENSE 50 4 PARCEL DATA Project France Avenue 66th St. - 76th St. Zoning PCD-3 Parcel No. 6/7 Present Use Southdale Owner Concordia Properties III LLC Highest & Best Use Prop, Add. 10 Southdale Center, Edina MN Before Southdale Legal Lengthy. Parts of Registered Land Survey 1641 After Southdale DESCRIPTION OF THE PROPERTY BEFORE ACQUISITION Southdale Shopping Center 2012 Assessed Market Value PID Land Buildings Total 2902824320009 $27,696,800 $45,616,200 $73,313,000 2902824330014 $14,995,000 $17,908,800 $32,903,800 Required Setback - R/W Line to Bldg. 35 Feet Approx. Distance - R/W Line to Bldg. 100 Feet Required Setback - R/W Line to Parking Lot 10 Feet Approx. Distance - R/W Line to Parking Lot 13 Feet DESCRIPTION OF THE ACQUISITION New Permanent Easement Approximate Depth 3 -5 Feet 5902 Sq. Ft. Hwy. Temporary Easement Approximate Depth 5, 10, 25,45 & 62 Feet 27,332 Sq. Ft. Driveway Gravel Concrete Asphalt x Trees/shrubs Approximately 39 Improvements Lawn watering DESCRIPTION OF PROPERTY AFTER ACQUISITION Southdale Shopping Center Approx. Distance - R/W Line to Bldg. 95 Feet Approx. Distance - R/W Line to Parking Lot 10 Feet FIVE YEAR SALES HISTORY Seller None Buyer Sale Date Sale Price DATE OF VALUATION: APPRAISER: Wallace Oien 3/21/2013 DATE OF REPORT: 3/22/2013 5 VALUATION DATA SUMMARY BEFORE LAND VALUE ACQUISITION $163,000,000 New Hwy. R/W $384,000 Improvements: $0 Trees/Shrubs: $0 Total Acquisition $384,000 DAMAGES TO THE REMAINDER Encroachment $0 Temporary Easement $53,000 Total Damage to Remainder $53,000 TOTAL ACQUISITION & DAMAGES TO REMAINDER $437,000 AFTER LAND VALUE $162,563,000 6 PART I: INTRODUCTION 7 PURPOSE OF THE APPRAISAL The purpose or reason for this appraisal is to arrive at an opinion of the before market value and the after market value of the land on the property described in the body of this report, as of the appraised date. USE OF THE APPRAISAL The use of the appraisal is to provide a basis for client to use for acquiring interests in the property for a planned street/sidewalk improvement project. USER OF THE APPRAISAL The user of the appraisal is intended to be the City of Edina officials. PROPERTY RIGHTS APPRAISED The property rights appraised in this appraisal are all those rights inherent in fee simple title, permanent easements and temporary easements. FEE SIMPLE IN TEREST DEFINED An absolute fee: A fee without limitations to any particular class of heirs or restrictions, but subject to the limitations of eminent domain, escheat, police power and taxation. An inheritable estate. PERMANENT EASEMENT An interest in a property that lasts forever. TEMPORARY EASEMENT An interest in a property that lasts for a specified period of time. 8 DEFINITION OF MARKET VALUE Market value means the most probable price, which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1) Buyer and seller are typically motivated; 2) Both parties are well informed or well advised, and both acting in what they consider their own best interest; 3) A reasonable time is allowed for exposure in the open market; 4) Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5) The price represents the normal consideration of the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. COMPETENCY PROVISION The Competency Provision of USPAP states that, "Prior to accepting an assignment or entering into an agreement to perform any assignment, an appraiser must properly identify the problem to be addressed and have the knowledge and experience to complete the assignment competently; or alternatively: 1) disclose the lack of knowledge and/or experience to the client before accepting the assignment; 2) take all steps necessary or appropriate to complete the assignment competently; and 3) describe the lack of knowledge and/or experience and the steps taken to complete the assignment in the report." Regarding appraisal of the subject property, I have in the past completed training courses on the appraisal of properties reasonably similar to the subject property, and also have in the past completed appraisals for other clients of properties reasonably similar to the subject property. I therefore feel I have the knowledge and experience to appraise the subject property. 9 SCOPE OF 'I HE APPRAISAL In completing this appraisal, I have: • Contacted City officials, • Conducted a search for comparable sales, • Personally viewed all comparable sales used in this appraisal, • Contacted the property owner for permission to view the property and to obtain information about the property, • Determined that there was sufficient data for a creditable analysis, and • Completed this appraisal independently. There is further discussion of scope of work type items in other parts of this report. ASSUMPTIONS AND LIMITING CONDITIONS The property has been considered as though it were free and clear of any indebtedness, liens, or encumbrances. I believe that said title is good and marketable, and competent management is assumed, unless otherwise stated herein. No responsibility is assumed by the appraisers for matters that are legal in nature. No survey has been made. The appraiser has no present or contemplated interest in the property appraised, nor is my employment in any manner contingent upon the value reported. Possession of the report, or any copy or part thereof, does not carry with it the right of publication. Further, all of the data contained herein must be used as a whole. Any page or portion taken out of context cannot stand alone, and invalidates the entire appraisal. The appraiser herein shall not be required to appear in court, or before any governmental body by the reason of the completion of the assignment without predetermined arrangements and agreements. The data contained in this report is in no sense guaranteed; but has been gathered from reliable sources, and the appraisers certify that to the best of their knowledge and belief, the statements, opinions, and materials contained in this appraisal, subject to the above limiting conditions, are correct. Cost data if used herein, is taken from cost manuals, charts, and materials maintained in my office and constantly kept up to date and adjusted to local costs in the surrounding area of the subject property. Maps used in this report are for general visual information purposes only and cannot be relied upon as being 100% accurate. 10 USPAP ADHERENCE DISCUSSION USPAP is: "Uniform Standards of Professional Appraisal Practice". This report is a Summary Report per the USPAP definition. This report is intended to comply with Section 5.2 D. la of the MnDOT State-aid Manual on appraisal format. This is the prescribed format for uncomplicated acquisitions (strip takes). 11 CERTIFICATE OF APPRAISER S.P. France Avenue 66th St. - 76th St. PARCEL 6/7 I hereby certify: That on 3/21/2013 (date(s)), I personally inspected the property herein appraised. Since the City has worked closely with the ownership, the City advised that an owner contact was not needed. the inspection. I have also during December 2012 - March 2013 made a field inspection of the comparable sales relied upon in making said appraisal. The subject and the comparable sales relied upon in making said appraisal were as represented by the photographs contained in said appraisal. That to the best of my knowledge and belief, the statements contained in the appraisal herein above set forth are true, and the information upon which the opinions expressed therein are based, is correct; subject to the limiting conditions herein set forth. That I understand that such appraisal is to be used in connection with the acquisition of right of way for a transportation improvement to be constructed by the acquiring agency, and that such appraisal has been made in conformity with the appropriate State laws, regulations, policies and procedures applicable to appraisal of right of way for such purposes, and that to the best of my knowledge no portion of the value assigned to such property consists of items which are noncompensable under the established State law. That in making this appraisal, I have disregarded any increase or decrease in the before value caused by the project for which the property is being acquired That neither my employment nor my compensation for making this appraisal and report are in any way contingent upon the values reported herein. That I have no direct or indirect present or contemplated future personal interest in such property or in any benefit from the acquisition of such property appraised. That I will not reveal the findings and results of such appraisal to anyone other than the proper officials of the acquiring agency until authorized by agency officials to do so, or until I am required to do so. by due process of law, or until I am released from this obligation by having publicly testified as to such findings. That my independent opinion of the fair market value of the acquisition as of 3/21/2013 is $437,000 and that the conclusion set forth in the appraisal was reached without collaboration or direction as to value. 3/22/2013 Date Wallace 0. Oien 12 PART H: FACTUAL DATA 13 PRO3iECT AREA 14 COMMUNITY DATA — EDINA The subject property is located in the City of Edina. Edina is a first tier southwest suburb of Minneapolis. From the intersection of highway 100 and the 62nd Crosstown, it is approximately 7 miles northeast to downtown Minneapolis. The City has excellent access to downtown Minneapolis and the rest of the Twin City area. Highway 100 and the 62nd Crosstown intersect the City; Highway 169 runs north-south and forms the western boundary, 1494 running east-west is at the southern border. The Minneapolis/St. Paul International Airport is about 5 miles to the east. There are smaller lakes and parks together with Minnehaha Creek, which add to the attractiveness of the area. Edina is mainly a residential community. There is however commercial development mainly along France Avenue in the southeastern part of the City. The industrial development is mainly on the west side of Highway 100 in the southern part of the City and along Highway 169 in the southwest. Edina is an older fully built up City. Population is quite stable. In 2000 it was just over 47,000; in 2010 it was estimated at 47,941. The estimated median household income in 2009 was $78,961. Based on past and present development in Edina, its good highway access and location, and the attractiveness of the area, it is expected that the real estate market in Edina should remain stable. If and when the economy improves, real estate values should again increase. NEIGHBORHOOD DESCRIPTION The subject property is not part of a clearly defined neighborhood. It might be considered to be the commercial area lying along either side of France Avenue extending from the 62nd Crosstown on the north to 1494 on the south. It is a highly developed area containing a mix of retail, medical facilities, multifamily housing, and other properties. The area appears to be stable. ZONING The area of the subject parcel is zoned PCD — 3, Planned Commercial District. 15 ZONING MAP L :AND (Automobile Parking District) [ JMDD-4 (Mixed Development District-4) MDD-5 (Mixed Development District-5) 'MDD-6 (Mixed Development District-6) FC0-1 (Planned commercial District-1) ..:PCD-2 (Planned commercial District-2) EJPCD-3 (Planned commercial District-3) ii PCD-4 (Planned commercial District-4)) DPID (Planned Industrial District) POD-1 (Planned Office District-1) -iPOD-2 (Planned Office District-2) PRD-1 (Planned Residential District-1) CAPRD-2 (Planned Residential District-2) EIPRD-3 (Planned Residential District-3) Ii liPRD-4 (Planned Residential District-4) r`i1PRD-5 (Planned Residential District-5) IMIPSR-4 (Planned Senior Residence-4) DR-1 (Single Dwelling Unit District) WR-2 (Double Dwelling Unit District) LAND (Regional Medical District) 16 AERIAL - SUBJECT 17 DESCRIPTION OF TRACT Location The subject property is located on the east side of France Avenue lying between 66th St. on the north and 69th St. on the south in Edina Minnesota. , Access The property has two access openings off France Avenue. Size The Southdale Shopping Center covers a large acreage, between 66th St.on the north and 69th St. on the south; and France Ave. on the west and York Ave. on the east. The planned acquisition is from that part of the property lying along France Avenue. Two PIDs are involved; they are: P1D # AREA 2902824320009 1,630,451 sq. ft. 2902824330014 880,783 sq. ft. 2,511,234 sq. ft. Shape The entire subject tract is rectangular (see aerial) Topography The tract is level and open. Soils Soils appear good. Soils are assumed to be free of contamination; however, I have made no soil tests. Utilities Public sewer and water serve the area. Easements There are no apparent easements that affect the property other than normal utility easements. Street Pavement — asphalt Curb - concrete Sidewalk - none 18 P11-10TOGRAPHS From near SW corner of property looking north From near south entrance looking south 19 From near south entrance looking north From midway between north and south entrance looking south 20 From midway between north and south entrance looking north From near north entrance looking south 21 From near north entrance looking north From near NW corner of property looking south 22 STATEMENT REGARDING HIGHEST AND BEST USE Real estate is valued based on the property's highest and best use. The highest and best use of a property is that reasonable and probable use that will support the highest value as of the effective date of the appraisal. The highest and best use of a property must be a use that is physically possible, legally permissible, financial feasible, and the use that would produce the greatest monetary return to the owner. The following applies to the bare land. Physically Possible --- size, shape, topography, and soil conditions are considerations Size - the Southdale Shopping Center is a large tract of over 80 acres. Shape.. rectangular. Rectangular shaped properties are normally more desirable/efficient for use/development than irregular shaped tracts. Topography - the subject is level and open. Soils - appear to be good. Legally Permissible --- zoning, private restrictions, environmental regulations, and existing leases would be considerations. The tract is zoned PCD-3, (Planned Commercial District - 3). This allows the existing usage. I am not aware of any other restrictions that impact the land use. Financially Feasible --- potential uses would have to produce a positive return to the property. The subject property is a large shopping center. Remodeling is planned. There is extensive commercial and medical land use in the area. Greatest Monetary Return --- the use that provides the greatest return on the owner's investment. The tract is a large shopping center. Present mortgage interest rates remain low. Retail use would I feel generate the greatest financial return. Conclusion --- considering the location of the subject in an area of high end commercial use, and good freeway access, I feel that the present shopping center usage is the highest and best use. After Situation --- in my opinion, the highest and best use of the land will be unchanged. 23 PART III: VALUATION PROCESS 24 THE APPRAISAL PROCESS — BEFORE VALUE The valuation of property is generally undertaken by one or more of the three recognized approaches to value. 1. Cost Approach — since only land is being valued, this Approach is not appropriate. 2. Sales Comparison Approach — will be used. 3. Income Approach — again, since only land is being valued, this Approach is not appropriate. The recession during the past few years has impacted the real estate market, reducing sales activity. Also, the subject is located in a built up area. This limits bare land sales. Four sales are provided; one is of bare land, the other three are of properties with buildings that have been or will be demolished. In valuing this property, I am using the sale price per square foot of land area as the unit of comparison. 25 LAND SALES MAP 61- CR SR 190 1 , Lidhollan fdtmc r,---7-, I l . . yr 2 • ' , , 6 i 0 011; i .3.11,61 F'16.; cl FA-It:nit pig tf r 1, f 1 F;;11 Sale 2 W 35TH ST In 36TH ST' .'STH ST F 35TH ST ' t.1 stR-64, • 3, in 915°1° 51 [46TH ST. 1 1 It D ; E t)-r)1 ; W 46TH ST I . W 50TH ST -1Pm; : ac, _ I . •,..1 11111 itr.t' P,1 . SRA3 CO e Richfield CR 53 1. 1- R 1 - Ptol W 66TH / tIonhimi Pint" " , i W 70TH ST ‘11;,/, 69TH ST YR. 1'7:1;41411 11,55 70TH ST MN (0.5' E) 0 Y4 '1/4 1/4 Oats Zoom 12-2 Data use subject to license. it.-1DeLorrne. DeLorme. Street Atlas U.SA9 2011. volqw.delomie Com III Rem; L.'arrtp /esot iation 1 1 1 1 111 ii '1,1°P1 ; Vi LAKE ST. ID ci W3STh ST ; V/ 44TH ST V/ LAKE SI Z W LAKE ST 33 -t5 5 SR 1905R 19F, F LAKE ST I 1 1 RI 1 In 1 I ft .366, I 1; I- 1 .1 26 COMPARABLE LAND SALE NO. 1 REMARKS FE 70 LLC Loonhaven LLC 6996 France Ave. South in Edina 3002824440001 $2,250,000 $101.34 5/2012 PCD-4. Property will be re-zoned to PUD. Public 22,202 sq. ft Rectangular Level and open Good France Avenue on east and West 70th Street on the south. Buyer's assistant Buyer built an 8260 sq. ft. office/retail building. Building includes a 3000 sq. ft. store (Vitamin shop) and a 5260 sq. ft. financial office. Galleria across France Ave. to the east; Southdale to the northeast. Buyer demolished and removed the existing building and removed some underground gas storage tanks. BUYER SELLER LOCATION PID # SALE PRICE PER SQ. FT. DATE OF SALE ZONING/USE UTILITIES AREA SHAPE TOPOGRAPHY SOILS STREET OR ROAD VERIFIED BY PLANNED USE 27 i.o.itrogftkamdarli* r COMPARABLE LAND SALE NO. 2 BUYER SELLER LOCATION Ackerberg Investments LLC Acky-Williams Limited Partnership 2900 — 2908 Fremont Street South in Minneapolis PID # 3302924430138, 0066 and 0067 SALE PRICE $1,377,665 PER SQ. FT. $54.08 DATE OF SALE 12/2010 ZONING/USE C-2 + C-3A UTILITIES Public AREA 25,474 sq. ft. SHAPE Rectangular TOPOGRAPHY Level and open SOILS Good STREET OR ROAD Fremont Avenue on east side. VERIFIED BY Buyer PLANNED USE Parking lot. REMARKS Located on Fremont Avenue 1 block north of Lake Street. Buyer and Seller include related parties. Purchase price however was based on an appraisal of $1,377,665. 28 W 65th St 17 3e' 1-o 17' 251' -- 210' COMPARABLE LAND SALE NO. 3 Aurora-Edina Medical Robert Milavetz 6500 France Ave. S. in Edina 3002824140008 $4,300,000 $76.14 12/2012 POD-1 Public 56,475 sq. ft. Rectangular Level and open Good France Ave. on east and 65th Ave. on north 5 story medical office and adjacent 4— 5 level parking structure. VERIFIED BY Buyer's assistant and City REMARKS Great location by SW quadrant of 62nd Crosstown and France Ave. Southdale Hospital across France to NE and Southdale Medical Clinic across France to east. Buyer owned adjacent property. Existing 2 story 24,8785 sq. ft. office building will be demolished. BUYER SELLER LOCATION PID # SALE PRICE PER SQ. FT., DATE OF SALE ZONING/USE UTILITIES AREA SHAPE TOPOGRAPHY SOILS STREET OR ROAD PLANNED USE 29 COMPARABLE LAND SALE NO. 4 34' , 136' 49 1/2 St W BUYER SELLER LOCATION PID # SALE PRICE PER SQ. FT. DATE OF SALE ZONING/USE UTILITIES AREA SHAPE TOPOGRAPHY SOILS STREET OR ROAD PLANNED USE VERIFIED BY REMARKS LB 491/2 Street LLC 1905 Partnership LLP 3948 West 491/2 St. in Edina 1802824140108 $1,067,647 $58.36 1/2013 PCD-2 Public 18,295 sq. ft. Rectangular Level and open Good 491/2 St. on south side Future development of site. City Property was appraised for seller at $1,100,000 as land value. Buyer owns other property in the area. Buildings will probably be demolished in future. There is a 3-4 year below market lease which may have resulted in a somewhat low sale. 30 SUBJECT SALE NO. SALE NO. SALE NO. SALE NO. 1 2 3 4 Buyer FE 70 LLC Ackerberg Aurora LB 49 1/2 Location Southdale 6996 2900-2908 6500 3948 Center France Ave. Fremont Ave. S France Ave. S W 49 1/2 St. in in in in in Edina Edina Mpls. Edina Edina Prop. Interests Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple Sale Price $2,250,000 $1,377,665 $4,300,000 $1,067,647 Cond. of Sale Normal Normal Normal Normal Date of Sale 5/2012 12/2010 12/2012 1/2013 Zoning PCD-3 PUD C2 + C3A POD - 1 PCD -2 Utilities Public Public Public Public Public Land Area (SF) 2,511,234 22,202 25,474 56,475 18,295 Shape Rectangular Rect. Rect. Rect. Rect. Topography Level Level Level Level Level Open Open Open Open Open Soils Good Good Good Good Good Building Demo. No Needed None Needed Needed Sale Price/SF $101.34 $54.08 $76.14 $58.36 31 LAND SALE ADJUSTMENT GRID Buyer SALE NO. FE 70 LLC SALE NO. 2 Ackerberg SALE NO. 3 Aurora SALE NO. 4 LB 49 1/2 Sale Price Per Sq. Ft. $101.34 $54.08 $76.14 $58.36 Property Interests 0% 0% 0% 0% Conditions of Sale 0% 0% 0% 15% Market Conditions 0% 0% 0% 0% Cumulative Adjusted Price $101.34 $54.08 $76.14 $67.11 Other Adjustments Location 0% 35% 0% 25% Zoning 0% 0% 0% 0% Utilities 0% 0% 0% 0% Area -30% -30% -25% -30% Shape 0% 0% 0% 0% Topography/soils 0% 0% 0% 0% Building Demolition 5% 0% 5% 5% Total Other Adjustments -25% 5% -20% 0% Indications Per Sq. Ft. $76.01 $56.79 $60.91 $67.11 32 DISCUSSION OF ADJUSTMENTS Property Interests The property interests appraised reflect fee simple title. All of the comparables involved transfer of fee simple title, requiring no adjustments. Conditions of Sale Sales 1, 2 & 3 --- appeared to be an arms length transaction; no adjustment was made. Sale 4 --- below market lease appears to have caused the property to sell somewhat low. A plus adjustment was made. Market Conditions Prior to the last few years, real estate values had risen rather rapidly. The general economy and the real estate market have however slowed during the past 5+ years. Good data is not available to show increases/decreases in land values. The sales occurred during 12/2010 — 2013. Values appear to have stabilized during the past few years. No adjustments were made for market conditions. Location The subject property is located on the east side of France Ave. between 66111 St on the north and 69th St on the south. This is a heavily developed commercial area with the Southdale Shopping Center, hospitals and clinics, multi-family housing, and other high-end commercial usage. Sales 1 --- located on the corner of France Avenue and W. 70th St in Edina. High traffic counts on both streets. The Galleria and the Southdale Shopping Centers are across France Avenue to the east. Very good location. Similar to the subject; no adjustment was made. Sale 2 --- located on Fremont Ave. about one block north of Lake Street. Parking area for high-rise office space in the area. Subject commercial location is substantially superior; a plus adjustment was made. Sale 3 --- located near the southwest quadrant of the intersection of the 62nd Crosstown and France Avenue. Southdale Hospital, Southdale Medical Clinic and the Southdale Shopping Center are across France Avenue to the east. Similar location to the subject; no adjustment was made. Sale 4 --- located on 49 1/2 Street about one block west of Fiance Avenue. 50th and France is a good commercial area. Subject area is however superior; a plus adjustment was made. 33 Zoning The subject property is zoned PCD-3, Planned Commercial District. This District includes the Southdale Shopping Center, properties to the south of the Center, and some properties on the west side of France Avenue. Sales 1, 2, 3 & 4 --- different zoning, but all are commercial zones. I do not feel differences warrant adjustment. Utilities The subject and sale properties all have public utilities; no adjustments were made. Area The subject property is the Southdale Shopping Center, which contains over 80 acres. For valuation purposes, I am assuming a before property of the two PIDs fronting along France Avenue. These two PIDs contain 2,511,234 sq. ft. Normally, the larger the area, the lower the sale price per square foot. Size wise, it is difficult to compare the large subject with the smaller comparable sales. I am aware of no sales of similar tracts. It is a one of a kind. I do feel a substantial adjustment is warranted; minus adjustments were made to all sales Shape The subject is rectangular in shape. Normally rectangular shaped properties are more desirable and command a higher sale price per acre. Sales 1, 2, 3 & 4 --- rectangular in shape; no adjustments were made. Topography/Soils The subject property is level and open. Sales 1, 2, 3 & 4 -- level and open; no adjustments were made. Building Demolition The portion of the assumed subject property on which he planned acquisition is to occur is bare land. Sales 1, 3 & 4 --- all of these properties contain buildings, which have been or will have to be demolished before the tract can be developed. This involves cost. Plus adjustments were made for this factor. Sale 2 --- bare land like the subject; no adjustment was made. 34 CORRELATION OF BEFORE LAND VALUE The sales used to value the subject tract indicated the following values per square foot: Sale 1 Sale 2 Sale 3 Sale 4 The average of these sale indicators is $76.01 $56.79 $60.91 $67.11 $65.20 per sq. ft. say $65.00 The assumed subject property contains 2,511,234 square feet 2,511,234 sq. ft. @ $65.00 per sq. ft. = $163,230,210 Say $163,000,000 Based on this data, it is my opinion that the before value of the assumed subject land as of 3/21/2013 , the date of my inspection of the property, is $163,000,000 35 701 Xenia Avenue South, Suite 300 Minneapolis, MN 55416 www.wsbeng.coin I 1 1 600°06'08W 20.99 I I h U S89°4650"E ) 12.00 5,0001651E 74.47 N, 150.20 500°0600"W so too TRACTA ,‘, \ I \ 1 40.00 —77 589°4309V , 4435 — e t,. 300°1651"E \ n 57.32 S09°43' 09"V1 1 2 RLS 432 TRACTF S. TRACTG SO4°49 5 0V! 133.59 o. A'61\ C,11 0 I 0 0 n1 I RLS 629 //MCI H 135.17 500°2403V, 69TH STREET VV ! PROPOSED PFRMANENT FASEMEN1 AREA = 2013 sq it \\` 1-3PosED TEMPORARY CONSTRUC11ON EASEMEN1 AREA = 613g sti ft III 783-541.414-Far 705414700 INFRASTRUCTURE ENGINEERING PLANNING CONSTRUCTION France Avenue Improvements Easement Parcel Sketch City of Edina, Minnesota WSI3Pro;ect No. 1686-300 Parcel No. 6 ,. —1 i ( i...' I *8 I I F 'CV 0 I .. k I 11 I . LitJ > 4_ 1.th Z r- 1 i Ii II 7•8 / I , / 0 0 . ‘ n • I 1jfJ I ./ ItIN \ . , . n-• trs AO' ' 1 1 ' 'L I ''..... 0.1 i` n j I , , ,,,, N 9 :f. 0 L Ei , - 1 . / -4.- .. / ,. ,Y. ''' '. ^., \ \ 1 ),. •/.< 66TH STREET 1A/ _ 150 I 589°53' s• ,-.,,---i--- 33"E 70. 00 , 7.. N89.34 • 34"E n •••. ra 2 m N , m TRACT B •-• L, • ---, • ...., .... •..... . / . ° sOo1651E / --..,..---- 44 . 24 -- -- / / II 135° 43' 00"E ..•'!'"-- 10. 00 ..-- ,...._ _... ._. ._._. S50202166' 5I"E '— — _..., 1199°4 3' 09"E A..-......_ _ --- 25.00 '1 01: \ , crn g , „ , w - / ..4 N I.- t 589°43' 09" IV ' 30.00 A°6 o. 0 " TRACT A . cl . ..2". I ' i n ":"' ,.... , 1 . I 1 i f • 10. 00 i t , 0 , 0 —0 ..., ; _,--- ... - ...--- / \, X 11 I. im .. 0 75 !..-- II 1111 I I , I. 701 WSB t...) Xenia Avenue South, Suite 300 Minneapolis, MN 55416 WWI/ .wsbeng.com 761-6.114:,:d.Fal 763-541.170 . PLANNING 5 CONSTRUCTION France Avenue Improvements 1N SB Pro;ect No. 1686-300 Parcel No. 7 Easement Parcel Sketch City of Edina, Minnesota INFRASTRUCTURE ENGINEERING DISCUSSION OF THE ACQUISITION Refer to the parcel sketch for an added description of the planned acquisition from the subject property. The proposed easements are in the Addendum. New R/VV (Permanent easement) This is a narrow strip approximately 3 - 5 feet deep extending from approximately 300 feet south of 66th St. to just north of 69th St. It is the elevated lawn area between France Avenue on the west and the Southdale parking lots/drives on the east. There is apparently lawn watering in the area. On an earlier page, I estimated land value at: $65.00 /sq. ft. 5902 sq. ft. @ $65.00 /sq. ft. = $383,630 say $384,000 Trees/Shrubs: There are approximately 39 trees shown in the area of the planned acquisition as shown on the parcel sketches. A listing of the trees is shown on a following page. It may be that several of these trees will stay in place as the contractor works around them. The City plans a landscaping project which will include the placement of trees. In accordance with City advice, I have not placed a value on the trees. Improvements There is lawn watering in the area of the planned acquisition. I am advised by the City that removal and replacement will be handled by others. Damages to the Remainder Encroachment: Required Before After Building Setback (feet) 35 100 95 Parking Lot Setback (feet) 10 13 10 It appears that in the after situation in a small area of the parking lot located in the southwest part of the property, the parking lot will be at the 10 foot setback from the new right of way line. Access Before North entrance South entrance After North entrance South entrance --- in and out in for northbound traffic. --- in and out for northbound and southbound traffic. --- no change. --- no change. 38 Temporary Easement A strip mainly 5 - 10 feet deep outside the planned permanent easement along France Avenue. It is deeper at the entrances (see parcel sketch). It is need for the planned project, mainly sidewalk construction. It is the area of lawn between France Avenue and the Southdale parking lots/drives. The easement will run from June 1, 2013 to October 15, 2013, a period of 4 1/2 months. I am assuming that the area will be restored following construction. 27,332 sq. ft. @ $65.00 /sq. ft. = $1,776,580 $1,776,580 x 8% = $142,126 / year or $11,844 / month $11,844 / month 4.5 months = $53,297 Say $53,000 The property in the after situation is very similar to the property in the before situation. In my opinion, there are no additional damages to the remainder. 39 TREE LIST TREE/SHRUB APPROXIMATE DIAMETER inches APPROXIMATE HEIGHT feet 66TH STREET Deciduous Tree 23 Deciduous Tree 12 Deciduous Tree 17 Deciduous Tree 12 Deciduous Tree 10 Entrance Deciduous Tree 7 Blue Spruce 30+ Blue Spruce 30+ Deciduous Tree 7 Deciduous Tree 7 Oak 27 Deciduous Tree 16 Deciduous Tree 7 Deciduous Tree 7 Deciduous Tree 7 Deciduous Tree 7 Deciduous Tree 7 Oak 26 Oak 17 Oak 24 Oak 21 Deciduous Tree 5 White Spruce 20 White Spruce 25 White Spruce 20 Deciduous Bush 15 Entrance Deciduous Bush 15 White Spruce 20 White Spruce 20 Deciduous Tree 8 Deciduous Tree 8 White Spruce 20 White Spruce 20 White Spruce 20 Deciduous Tree 8 Deciduous Tree 8 Deciduous Tree 8 Deciduous Tree 8 Deciduous Tree 18 69TH STREET 40 FINAL SUMMARY Earlier in this appraisal, I estimated the before value of the assumed subject land at $163,000,000. Because the before and after situations are similar, the use of after sales is not appropriate. Rather, the before value of the land was estimated, a value of the planned acquisition estimated, damages to the remainder, if any, estimated, and from these values after value was projected. Following is a summary of values. Before Land Value Acquisitions $163,000,000 New R/W $384,000 Improvements $0 Trees/shrubs $0 $384,000 Damages to The Remainder Encroachment $0 Temporary Easement $53,000 $53,000 Total Acquisition & Damages to the Remainder $437,000 After Value $162,563,000 It is therefore my opinion that the planned acquisition from the subject property has a fair market value as of 3/21/2013 the date of my inspection of the property of: $437,000 41 ADDENDUM 42 (resen,ed for recording information) GRANT OF PERMANENT AN) TEMPORARY EASEMENTS SOUTIIDALE CENTER, LLC, a Delaware limited liability company, hereinafter referred to as "Grantor", in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant unto the CITY OF EDINA, a municipal corporation organized under the laws of the State of Minnesota, the Grantee, hereinafter referred to as the "City", its successors and assigns, the following easements: 1. A permanent easement for public sidewalk and underground utility purposes over, across, on, under, and through land situated within the County of Hennepin, State of Minnesota, as legally described on the attached Exhibits "A" and "B", including the rights of the City, its contractors, agents, servants, and assigns, to enter upon the permanent easement premises at all reasonable times, subject to the terms of attached Exhibit "C", to construct, reconstruct, inspect, repair, and maintain said public sidewalk and utility systems over, across, on, under, and through the permanent easement premises, together with the right to grade, level, fill, drain and excavate the permanent easement premises, and the further right to remove trees, bushes, undergrowth, and other 168076v2 11 obstructions interfering with the location, construction, and maintenance of said public sidewalk and utility easements. 2. A temporary construction easement over, across, on, under, and through the land situated in the County of Hennepin, State of Minnesota, as legally described on the attached Exhibits "A" and "B". To have and to hold the same, unto the City, its contractors, agents, servants and assigns, commencing upon execution of this document and expiring October 15, 2013, together with the right of ingress to and egress from the temporary easement premises, for the purpose of constructing, reconstructing, inspecting, repairing, and maintaining the property of the City, at the will of the City, its successors and assigns. Grantor hereby grants the uses herein specified without divesting itself of the right to use and enjoy the above described temporary easement premises, subject only to the right of the City to use the same for the purposes herein expressed. As a condition of said temporary construction easement grant, the City shall, upon completion of construction and prior to termination, restore the ground surface of the temporary construction easement premises to its original condition so far as is reasonably practicable. The above named Grantor, for itself, its successors and assigns, does covenant with the City, its successors and assigns, that it is well seized in fee title of the above described easement premises; that it has the sole right to grant and convey the easements to the City; that there are no unrecorded interests in the easement premises. 3 Not withstanding the above, the rights, privileges and easements granted herein are expressly subject to, and Grantee, for itself, its successors and assigns, by the use and enjoyment of such rights, privileges and easements, does agree to be bound by, the terms and conditions set forth in Exhibit "C" attached hereto and incorporated herein by reference. 168076v2 2 IN TESTIMONY WHEREOF, the Grantor hereto has executed this Agreement this day of March, 2013. GRANTOR: SOUTBDALE CENIER, LLC a Delaware limited liability company B • Name: Its: STALE OF INDIANA )ss. COUNTY OF MARION ) The foregoing instrument was acknowledged before me this day of March, 2013, by , the of Southdale Center, LLC, a Delaware limited liability company, who is presently known to me and who executed the foregoing instrument on behalf of said limited liability company, Grantor. NOTARY PUBLIC 168076v2 3 GRANTEE: CITY OF EDINA BY: James B. Hovland, Mayor AND Scott H. Neal, City Manager STATE OF MINNESOTA ) ( ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 20 , by James B. Hovland and by Scott H. Neal, respectively the Mayor and City Manager of the City of Edina, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. NOTARY PUBLIC DRAFTED BY: CAMPBELL ICNUTSON Professional Association 317 Eagandale Office Center 1380 Corporation Center Curve Eagan, Minnesota 55121 Telephone: 651-452-5000 168076v2 4 EXHIBIT "A" Parcels 6 and 7 Legal Descriptions: That part of Tract G, Registered Land Survey No. 432, Hennepin County, Minnesota, lying Easterly of the following described line: Beginning at a point on the Easterly line of Tract C, Registered Land Survey No. 1641, distant 281.80 feet North of the southeast corner of said Tract C; thence Southerly along said Easterly line and its Southerly extension a distance of 285.00 feet; thence Southerly to the Northeast corner of Tract D, said Registered Land Survey No. 1641 and there terminating. AND Tract A, Registered Land Survey No. 1815, Hennepin County, Minnesota. EXHIBIT "B" Easement Descriptions: A permanent sidewalk and utility easement over, under, and across tile parcels described in Exhibit A, which lies westerly of Line A hereinafter described: Commencing at the Northwest Corner of the Southwest Quarter of Section 29, Township 28, Range 24, Hennepin County Minnesota; thence South 00 degrees 06 minutes 27 Seconds West, assumed bearing along the west line thereof, 408.98 feet; thence South 89 degrees 53 minutes 33 seconds East, 61.95 feet to the west line of said Tract A and the point of beginning of Line A to be hereinafter described; thence South 00 degrees 06 minutes 27 seconds West, 167.92 feet; thence South 00 degrees 34 minutes 10 seconds East, 30.85 feet; thence South 00 degrees 31 minutes 48 seconds East, 421.40 feet; thence South 00 degrees 06 minutes 08 seconds West, 314.53 feet; thence South 89 degrees 46 minutes 50 seconds East, 12.00 feet; thence South 00 degrees 06 minutes 08 seconds West, 225.86 feet; thence South 04 degrees 49 minutes 50 seconds West, 133.58 feet; thence South 00 degrees 24 minutes 03 seconds West, 124.06 feet to the southwesterly line of said Tract A and said line there terminating. AND ALSO A temporary construction easement across the parcels described in Exhibit A. which lies easterly of the west line of said Tract A, easterly of said Line A and southerly and westerly of the following described line: Commencing at the Northwest Corner of the Southwest Quarter of Section 29, Township 28, Range 24, Hennepin County Minnesota; thence South 00 degrees 06 minutes 27 Seconds West, assumed bearing along the west line thereof, 224.27 feet; thence South 89 degrees 53 minutes 33 seconds East, 70.00 feet to the west line of said Tract A and the point of beginning of the line to be hereinafter described; thence North 89 degrees 34 minutes 34 seconds East, 17.22 feet; thence South 00 degrees 25 minutes 26 seconds East, 89.16 feet; thence South 09 degrees 11 minutes 36 seconds West, 105.36 feet; thence South 00 degrees 16 minutes 51 seconds East, 44.24 feet; thence North 89 degrees 43 minutes 09 seconds East, 10.00 feet; thence South 00 degrees 16 minutes 51 seconds East, 52.26 feet; thence North 89 degrees 43 minutes 09 seconds East, 25.00 feet; thence South 00 degrees 16 minutes 51 seconds East, 105.37 feet; thence South 89 degrees 43 minutes 09 seconds West, 30.00 feet; thence South 00 168076v2 6 McKinzie Metro Appraisal 1284 East County Road E Vadnais Heights, MN 55110 651-426-7144 APPRAISER QUALIFICATIONS Wallace 0. Olen EDUCATION College Bachelor of Science - University of Minnesota 1959 Major --- Forest Management Minor --- Business Administration AMERICAN INSTITUTE OF REAL ESTATE APPRAISERS COURSES Introduction to Appraisal Appraisal of Urban Properties Appraisal of Rural Properties Appraisal of Industrial Properties Techniques and Mathematics of Capitalization (Elwood) SOCIETY OF REAL ESTATE APPRAISERS COURSES Appraisal of Industrial Properties NATIONAL HIGHWAY INSTITUTE APPRAISAL COURSES Appraisal Review Management Appraisal Review on Federal - Air Highways and Related Programs FHWA Appraisal Policy Course AMERICAN SOCIETY OF FARM MANAGERS & RURAL APPRAISERS COURSES Standards of Professional Appraisal Practice WORK EXPERIENCE 1997-PRESENT - MCKINZIE METRO APPRAISAL, Vadnais Heights, MINN. Since coming with McKinzie in August 1997, I have completed appraisals for the Cities of Champlin, Circle Pines, Chisago City, East Bethel, Forest Lake, Hugo, Lauderdale, Maple Grove, Maplewood, North Branch, North St. Paul, Plymouth, Red Wing, Ramsey, Roseville, Robbinsdale, Rush City, Shoreview, Woodbury, and Sunrise Township; the Counties of Anoka, Chisago, Wright, and Washington; the Minnesota Department of Transportation, the Minnesota Department of Natural Resources; the South Washington County Watershed District, and the Metropolitan Council. I have also served as a review appraiser for the Metropolitan Council, the Metro Transit Board, the Minnesota Department of Natural Resources, Burnsville, Crystal, Elk River, Minneapolis, Prior Lake and Washington County. I have also completed appraisals for several lending institutions and numerous private clients. 1966-1997 - FEDERAL HIGHWAY ADMINISTRATION (FHWA), St. Paul, Minnesota From 1966 to 1972, I was one of three realty specialists assigned to the office, In 1972, I was promoted to the Division Right of Way Officer position and held that position until retirement in 1997. FHWA works with the Minnesota Department of Transportation (MnDOT) and with cities and counties to develop and implement highway related programs. Once implemented, programs are reviewed and monitored to ensure continuance and improvement. My responsibility was for the right of way acquisition program. Most of the work with MnDOT was on acquisition for the Interstate Highway system. Following are some of the duties performed: 48 • worked with MnDOT staff to write and periodically update appraisal specifications. These established the standards for state staff and fee appraisers preparing appraisals on MnDOT projects. O Worked with MnDOT staff to develop and update MnDOTs right of way acquisition manual, which is used by state right of way staff. • Worked with MnDOT staff to develop and write up the right of way acquisition procedures used by the cities and counties throughout the state. O Conducted training sessions for city/county right of way acquisition staff. • Coordinated Interagency meetings. These were periodic meetings of government and private personal involved in the Relocation Program. • Performed and supervised the review of the various right of way acquisition functions of MnDOT and the cities and counties throughout the state. Included was the personal review of, or supervision of the review of, over 2000 appraisals. Property types included everything from minor rural strip takings to total takings of multi-million dollar commercial/industrial properties. 1964-1966 - FHWA RIGHT OF WAY TRAINING PROGRAM Worked at five different locations throughout the country. Received training on the basics of right of way acquisition. 1962-1964 - U.S. FISH AND WILDLIFE SERVICE, ABERDEEN, SOUTH DAKOTA Position involved doing title work, appraisal, and negotiations for the acquisition of wetland areas. Also, wetland preservation easements were appraised and acquired. 1960 - U.S. FOREST SERVICE, WALDPORT, OREGON Position involved laying out timber sales. PROFESSIONAL AFFILIATIONS State of Minnesota Certified General Real Property appraisal license. License No. D#4000825. COURT EXPERIENCE Qualified as expert witness for legal proceedings in Anoka, Chisago, Dakota, Hennepin, and Washington Counties. COMMISSIONER OF COMMERCE APPRAISER LICENSE STATE OF MINNESOTA WALLACE 0 OIEN 10191 JUNO AVE NO STILLWATER. MN 55082 Department of Commerce The Undersigned COMMISSIONER OF COMMERCE for the State of Minnesota hereby certifies that WALLACE 0 OIEN 10191 JUNO AVE NO STILLWATER, MN 55082 has complied with the laws of the State of Minnesota and is hereby licensed to transact the business of Resident Appraiser : Certified General License Number: 4000825 unless this authority is suspended revoked, or otherwise legally terminated. This license shall be in effect until August 31, 2014. IN TESTIMONY WHEREOF, I have hereunto set my hand this August 13, 2012. Minnesota Department of Commerce Licensing Division 557th Place East, Suite 500 St. Paul, MN 55101-3165 Telephone: (651) 296-6319 licensing.commerceV,state.nin.us Website: commerce.state.mn.us Continuing Education: CF Required H011fS 30.00 7.00 2-1 -t • - Total - Appraiser USPAP Notes: • Continuing Education: 15 hours is retired in the first renewal period, which includes a 7 hour USPAP course. 30 hours is required for each subsequent renewal period, which includes a r hour SPAP course. • Appraisers: You must hold a licensed Residential, Cettfied ResIdentia, or Certified General qualification in order to perform appralsal's for federally-related transactions. Trainees do not qualify. For further details, please visit our website at cornmerce.state_mn.us. (reserved for recording information) GRANT OF PERMANENT AND TEMPORARY EASEMENTS SOUTHDALE CENTER, LLC, a Delaware limited liability company, hereinafter referred to as "Grantor", in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant unto the CITY OF EDINA, a municipal corporation organized under the laws of the State of Minnesota, the Grantee, hereinafter referred to as the "City", its successors and assigns, the following easements: 1. A permanent easement for public sidewalk and underground utility purposes over, across, on, under, and through land situated within the County of Hennepin, State of Minnesota, as legally described on the attached Exhibits "A" and "B", including the rights of the City, its contractors, agents, servants, and assigns, to enter upon the permanent easement premises at all reasonable times, subject to the terms of attached Exhibit "C", to construct, reconstruct, inspect, repair, and maintain said public sidewalk and utility systems over, across, on, under, and through the permanent easement premises, together with the right to grade, level, fill, drain and excavate the permanent easement premises, and the further right to remove trees, bushes, undergrowth, and other 168076v3 1 obstructions interfering with the location, construction, and maintenance of said public sidewalk and utility easements. 2. A temporary construction easement over, across, on, under, and through the land situated in the County of Hennepin, State of Minnesota, as legally described on the attached Exhibits "A" and "B". To have and to hold the same, unto the City, its contractors, agents, servants and assigns, commencing upon execution of this document and expiring October 15, 2013, together with the right of ingress to and egress from the temporary easement premises, for the purpose of constructing, reconstructing, inspecting, repairing, and maintaining the property of the City, at the will of the City, its successors and assigns. Grantor hereby grants the uses herein specified without divesting itself of the right to use and enjoy the above described temporary easement premises, subject only to the right of the City to use the same for the purposes herein expressed. As a condition of said temporary construction easement grant, the City shall, upon completion of construction and prior to termination, restore the ground surface of the temporary construction easement premises to its original condition so far as is reasonably practicable. The above named Grantor, for itself, its successors and assigns, does covenant with the City, its successors and assigns, that it is well seized in fee title of the above described easement premises; that it has the sole right to grant and convey the easements to the City; that there are no unrecorded interests in the easement premises. 3. Notwithstanding the above, the rights, privileges and easements granted herein are expressly subject to, and Grantee, for itself, its successors and assigns, by the use and enjoyment of such rights, privileges and easements, does agree to be bound by, the terms and conditions set forth in Exhibit "C" attached hereto and incorporated herein by reference. 168076v3 2 IN TESTIMONY WHEREOF, the Grantor hereto has executed this Agreement this 4,4 9, day of March, 2013. GRANTOR: SOUTHDALE CENTER, LLC a Delaware limited liability company The foregoing instrument was acknowledged before me thisc,-/ by 7); 4 "/, :26/77:5" , the ..4/ dff7Th LLC, a Delaware limited liability company, who is presently I foregoing instrument on behalf of said limited liability company, Grantor. ........ David J. Contis Sr. Executive VP - President Simon Malls STATE OF INDIANA )ss. COUNTY OF MARION ) day of March, 2013, f Southdale Center, e and who executed the ,,i,.." .•°,4\\,1\\SS104/. S. :41., :.(,0 ,pet 22,,°. :::: 0°.s... 0 0, vo ° •I-' ....t • .• c) *F--— €.0.<0 Ei 1------2.% NOTARY SEAL S.0 • • '‘.- ZZ •'s i- '• o• \,...-- ..-- 4, Pop • • • • ° ° ;. 6, .,\O //,', C/C, ST Al w \'•,v 1#01111$111‘00 168076v3 3 GRANTEE: I CITY OF E . „AMA James B. Hovland, Mayor STATE OF MINNESOTA ) ( ss. COUNTY OF HENNEPIN ) (e foregoing instrument was acknowledged before me this day of , 2013, by James B. Hovland and by Scott H. Neal, respectively the Mayor and City Manager of the City of Edina, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. NOTARY PUBLIC SHARON M. ALLISON NOTARY PUBLIC - MINNESOTA My Commission Expires Jan, 31, 2015 DRAFTED BY: CAMPBELL KNUTSON Professional Association 317 Eagandale Office Center 1380 Corporation Center Curve Eagan, Minnesota 55121 Telephone: 651-452-5000 168076v2 4 EXHIBIT "A" Tract A, Registered Land Survey No. 1815. 168076v3 5 EXHIBIT "B" Easement Descriptions: A permanent trail easement over, under, and across the parcel described in Exhibit A, which lies westerly of Line A hereinafter described: Commencing at the Northwest Corner of the Southwest Quarter of Section 29, Township 28, Range 24, Hennepin County Minnesota; thence South 00 degrees 06 minutes 27 Seconds West, assumed bearing along the west line thereof, 408.98 feet; thence South 89 degrees 53 minutes 33 seconds East, 61.95 feet to the west line of said Tract A and the point of beginning of Line A to be hereinafter described; thence South 00 degrees 06 minutes 27 seconds West, 167.92 feet; thence South 00 degrees 34 minutes 10 seconds East, 30.85 feet; thence South 00 degrees 31 minutes 48 seconds East, 421.40 feet; thence South 00 degrees 06 minutes 08 seconds West, 314.53 feet; thence South 89 degrees 46 minutes 50 seconds East, 12.00 feet; thence South 00 degrees 06 minutes 08 seconds West, 255.86 feet; thence South 04 degrees 49 minutes 50 seconds West, 133.58 feet; thence South 00 degrees 24 minutes 03 seconds West, 124.06 feet to the southwesterly line of said Tract A and said line there terminating. AND ALSO A temporary construction easement across the parcel described in Exhibit A, which lies easterly of the west line of said Tract A, easterly of said Line A and southerly and westerly of the following described line: Commencing at the Northwest Corner of the Southwest Quarter of Section 29, Township 28, Range 24, Hennepin County Minnesota; thence South 00 degrees 06 minutes 27 Seconds West, assumed bearing along the west line thereof, 224.27 feet; thence South 89 degrees 53 minutes 33 seconds East, 70.00 feet to the west line of said Tract A and the point of beginning of the line to be hereinafter described; thence North 89 degrees 34 minutes 34 seconds East, 17.22 feet; thence South 00 degrees 25 minutes 26 seconds East, 89.16 feet; thence South 09 degrees 11 minutes 36 seconds West, 105.36 feet; thence South 00 degrees 16 minutes 51 seconds East, 44.24 feet; thence North 89 degrees 43 minutes 09 seconds East, 10.00 feet; thence South 00 degrees 16 minutes 51 seconds East, 52.26 feet; thence North 89 degrees 43 minutes 09 seconds East, 25.00 feet; thence South 00 degrees 16 minutes 51 seconds East, 105.37 feet; thence South 89 degrees 43 minutes 09 seconds West, 30.00 feet; thence South 00 degrees 16 minutes 51 seconds East, 517.32 feet; thence North 89 degrees 43 minutes 09 seconds East, 10.00 feet; thence South 00 degree 16 minutes 51 seconds East, 261.61 feet; thence North 89 degrees 43 minutes 09 seconds East, 48.08 feet; thence South 00 degrees 16 minutes 51 seconds East, 44.35 feet; thence South 89 degrees 43 minutes 09 seconds West, 57.32 feet; thence South 00 degrees 06 minutes 08 seconds West, 158.20 feet; thence South 04 degrees 49 minutes 50 seconds West, 133.59 feet; thence South 00 degrees 24 minutes 03 seconds West, 135.17 feet to the southwesterly line of said Tract A and there terminating. 168076v3 6 EXHIBIT "C" UTILITY EASEMENT PROVISIONS 1. Grantee shall install the utility facilities at such depth so as to not interfere with the use of the easement lands by Grantor or otherwise as a public sidewalk, and upon completion of such installation, Grantee shall furnish to Grantor a set of reproducible drawings which accurately depict the installed location of the utility facilities and the approximate original depth thereof. 2. Grantee shall thereafter perform all necessary maintenance, repairs and replacement of the utility facilities. 3. The installation, maintenance, repair and replacement of the utility facilities shall be accomplished at no cost or expense to Grantor and Grantee shall, at its expense, promptly restore the subsurface and surface of the land (including pavement, curbs, gutters, landscaping and the like) to the same condition that existed prior to such installation, maintenance, repair and replacement by Grantee. 4. Grantee agrees that there shall be no construction between October 16 and December 31 of any given year. 5. Grantor reserves to itself and its successors and assigns, tenants and others claiming by, through or under Grantor, the unrestricted use of the easement lands for pedestrian ingress and egress, and to make such other uses of the easement lands, including underground utilities, as are not herein expressly prohibited and are not inconsistent with the rights and easements herein granted. 6. Grantee will exercise its right under this Agreement in such a way as to not interfere with the conduct by Grantor or others claiming by, through or under Grantor of the business(es) now or hereafter located on the easement lands and on the lands located adjacent thereto. 7. Grantee will protect, indemnify, defend and hold harmless Grantor from and against any and all claims (and expenses including without limitation reasonable attorney fees) for death of or injury to any person or damage to property, or any action of every kind and nature which may arise out of or in connection with or by reason of the construction, installation, operation, maintenance, repair or use of the facilities, or by reason of Grantee's use of the easements hereinbefore granted, or by reason of the exercise of any other right granted it hereunder, except to the extent such claims and actions arise out of or result from the negligent acts or omissions of Grantor, its successors, assigns, agents, contractors, subcontractors, tenants and others acting under authority of, by, through or under Grantor.