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HomeMy WebLinkAbout3053PARKING EASEMENT AGREEMENT between THE CITY OF EDINA, MINNESOTA and ORION 4500 FRANCE, LLC ivi Datettl , s of , 2020 THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 4842-6565-2420u PARKING EASEMENT AGREEMENT (4500 France) THI ARKING EASEMENT AGREEMENT (this "Agreement") is made and entered into this ay of .41,(A , 2020 ("Effective Date"), by and between the CITY OF EDINA, INNESOTAinnesota 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 at least 35, but the actual quantity will be inserted in the final easement agreement based on the total quantity constructed per the approved Final Development Plan at-grade, enclosed public parking stalls (referred to herein and in the Contract as the "Public Parking") which such Public Parking 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 "Public Parking Area"). E. The City and Owner have agreed in the Contract that Owner shall grant an easement to the City pursuant to which the Public Parking will be permanently open and accessible to the general public for parking purposes pursuant to the terms and conditions of this Agreement. F. Owner has agreed to own, operate, manage, and maintain the Public Parking and Public Parking Area 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. 4842-6565-242013 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: 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 Public Parking Area, together with and including all ancillary amenities, components, and fixtures located thereon and therein for the users of the Public Parking in general and as required by the Final Development Plan, Development Contract and the Contract (e.g., bike racks, bike repair facilities and equipment, EV charging stations) (collectively, the "Parking Premises"), for the purpose of the general public utilizing the Public Parking for vehicular parking and utilizing such ancillary amenities, if any, all 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 Parking Premises, located on the Redevelopment Area and adjoining or contiguous to the Parking Premises, including all roads, driveways, parking lots, exterior concourses, passageways, sidewalks and stairways providing such means of access (but excluding all such areas or means of access intended to serve as exclusively private access to, or for the sole benefit of, the other commercial and/or residential elements of the Minimum Improvements) (collectively, the "Access Premises", and together with the Parking 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 Public Parking and any other areas of the Easement Premises shall thereafter belong to and be under the sole control of Owner. ARTICLE III 2 4842-6565-2420\3 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 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, parking within the Public Parking by the general public shall be free of charge and Owner shall not charge any fee for the use of the Public Parking pursuant to this Agreement. Section 3.2 Signage. Owner shall install and maintain a prominent, permanent "Public Parking" sign at or near each vehicular entrance to the Public Parking Area, which such signage shall be subject to the City's prior written approval, not to be unreasonably, or delayed. Owner shall also install and maintain in the main lobby or foyer of the Minimum Improvements a permanent placard (to be no smaller than approximately 8 1/2 by 11 inches) which states that the Public Parking is provided in partnership with the City and the Authority. The final design and wording of such placard shall be subject to the prior reasonable approval of the City Manager. 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 Public Parking for cause and on a non- discriminatory basis. (c) Owner reserves the right to temporarily erect or place barriers in and around 3 4842-6565-2420\3 areas on the Easement Premises which are being constructed and/or repaired in order to ensure either safety of persons or protection of property. (d) Owner reserves the right to adopt and enforce reasonable rules and regulatioris 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: designate a reasonable number of parking stalls within the Public Parking for short-term parking (e.g., 15 minute parking for delivery and pick-up in connection with the retail elements of the Minimum Improvements) taking into consideration the types of and needs of the retail tenants occupying the Minimum Improvements; (ii) establish a maximum number of hours a vehicle can be parked in an individual parking stall within the Public Parking of no less than two hours (other than the short-term stalls designated pursuant to in clause (i) above), and reserve the right, by posted notice, to cause a vehicle exceeding such maximum parking time to be removed from the Public Parking at the expense of the vehicle's owner; (iii) establish reasonable hours of operation of the Public Parking which are less than 24 hours per day, taking into consideration the residents of the residential element of the Minimum Improvements and the types of and needs of the retail tenants occupying the Minimum Improvements; (iv) prohibit overnight parking except by residents and/or guests of the residential element of the Minimum Improvements; (v) prohibit the passage or parking of any recreational vehicles, campers, extended cab trailers or vans, tractors, trailers, buses and/or any other vehicles of a shape, size or weight that would interfere with the parking circulation of other vehicles within the Public Parking or that would exceed the design capability of the Public Parking. 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 structured parking facilities 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, interior and exterior, structural and non-structural, ordinary and extraordinary, and 4 4842-6565-2420\3 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 which do not adversely impact the City's or the public's rights to use of the Easement Premises as set forth in this Agreement; (b) maintaining all drive and parking surfaces in a smooth and evenly-covered condition, which maintenance work shall include cleaning, sweeping, restriping, repairing and resurfacing the same; (c) maintaining in good working order (including cleaning and painting as necessary), repairing, and replacing as necessary the Access Premises; (d) maintaining in good working order, repairing, and replacing as necessary all ventilation and mechanical systems; (e) maintaining in good working order, repairing, and replacing as necessary any automated parking system; (0 maintaining in good working order, repairing, and replacing as necessary all domestic water, sewer, storm water, gas, electricity, power, heat, telephone, other communications service, commercially reasonable security and life safety systems, and any and all other utility or similar services used, rendered, or supplied, upon, at, from, or in connection with the Easement Premises; (g) 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; (h) placing, keeping in repair, replacing and repainting any appropriate directional signs or markers, within or associated with the Easement Premises; (i) operating, keeping in repair, cleaning and replacing when necessary such Easement Premises lighting facilities as may be reasonably required, including without limitation all lighting necessary or appropriate for security of the Public Parking; 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 5 4842-6565-2420\3 the Easement Premises, or any part thereof. ARTICLE VI 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 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 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 6 4842-6565-2420\3 insurance of the kind and minimum amounts as are customarily maintained with respect to parking 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: (a) insurance against liability (including passenger elevator 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, which such insurance shall provide that the City is an additional insured; (b) garage keepers' liability insurance including coverage for: (i) Fire and explosion; (ii) Theft (of entire vehicle); and (iii) Riot, civil commotion, malicious mischief, and vandalism. 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 not assign or transfer its interest under this Agreement without the prior written consent of Owner. Section 8.2 Assignment by Owner. Owner may assign or otherwise transfer its interest under this Agreement in connection with any sale or transfer of the Minimum Improvements. The City shall recognize and approve any successors or assigns of Owner. ARTICLE IX CASUALTY 7 4842-6565-2420\3 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, reconstruct and/or restore 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. 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 8 4842-6565-242013 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 W. 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. 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. 9 4842-6565-2420\3 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] 10 4842-6565-2420\3 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 r-DocuSigned by: By: .—.49709467ED9E414. 41/ Ck MaZ-5. kOr& Mayor DocuSigned by: - Sc By: 5 City Manager STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) Th ore in instrui pnt a ac owledged before me this I day of AN , 2020, by e and , the Mayor and City Manager •espectiv of the City of Edina, Minnesota, on behalf of the City. , Notary Public SHARON M. ALLISON Notary Public-Minnesota My Commission Expires Jan 31, 2025 [Signature Page to Parking Easement Agreement (4500 France)] 4842-6565-2420\3 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 Parking Easement Agreement (4500 France)] 4842-6565-2420\3 EXHIBIT A Legal Description of the 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) Parcel 3: Lot 7, Block 2, Fairbairn's Rearrangement in Waveland and Waveland Park, Hennepin County, Minnesota. A-1 [Exhibit A to Parking Easement Agreement (4500 France)] 4842-6565-2420\3 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 Parking Easement Agreement (4500 France)] 4842-6565-2420\3 EXHIBIT B-1 Legal Description of the Public Parking An easement over, under and across that part of Block 2 and the vacated alley in Block 2, Fairbairn's Rearrangement in Waveland and Waveland Park, according to the recorded plat thereof, Hennepin County, Minnesota, described as commencing at the southeast corner of said Block 2; thence on an assumed bearing of South 49 degrees 28 minutes 10 seconds West along the southerly line of said Block 2 a distance of 78.22 feet; thence North 42 degrees 00 minutes 00 seconds West 45.70 feet; thence South 48 degrees 02 minutes 38 seconds West 33.96 feet; thence North 42 degrees 00 minutes 00 seconds West 8.68 feet; thence South 48 degrees 00 minutes 00 seconds West 1.00 foot; thence North 42 degrees 00 minutes 00 seconds West 10.72 feet; thence North 48 degrees 00 minutes 00 seconds East 12.33 feet; thence North 42 degrees 00 minutes 00 seconds West 8.64 feet; thence South 48 degrees 00 minutes 00 seconds West 19.48 feet; thence North 42 degrees 00 minutes 00 seconds West 100.08 feet to the northerly line of said Block 2; thence North 47 degrees 35 minutes 29 seconds East along said northerly line of Block 2 a distance of 123.35 feet; thence South 42 degrees 00 minutes 00 seconds East 39.44 feet; thence South 48 degrees 00 minutes 00 seconds West 14.67 feet; thence South 42 degrees 00 minutes 00 seconds East 15.03 feet; thence North 48 degrees 00 minutes 00 seconds East 14.67 feet; thence South 42 degrees 00 minutes 00 seconds East 118.89 feet to the east line of said Block 2; thence South 00 degrees 05 minutes 29 seconds West 4.55 feet along said east line to the point of beginning. B-1-1 [Exhibit B-1 to Parking Easement Agreement (4500 France)] 4842-6565-2420\3 EXHIBIT B-2 Depiction of the Parking Area [See attached.] B-2-1 [Exhibit B-2 to Parking Easement Agreement (4500 France)] 4842-6565-2420\3 S484(10;00. W rs-"' 1.4,67 S42'1000"r• 150 • SUNDE 9001 fast Boomington freeway (35W) • Suite 118 Hloomington, Minnesoto 55420-3435 952-881-2455 (Fox: 952-888-9526) If LAND SURVEYING www.S LI ncio.corn ti c, 1 //) . 0 1 \/\ / i \ I . */\ /1( / ' VNV F) ; , \ '11,..\ 1 _ ,r ,..:j .4 . _ % `( /) \ \\, \ 1,t, 4 • 1\ \ \ `•). \. ^44' ""-:!) •(<, .A, /) VN. v N ot .- \ •CP%"‘.•.d) ,•'-'-' , .01.% 1147'00'00'1V / ' I 4`.' ; i0.72'-'- ,,,7 t442'03.00'6,,f__ I/ 8,68 PROPOSED. RUCH Ic PARKING EASF1AENT (19,116 SO. FT.) • 1 \ ‘,.... \ st\ ...\/-..,,i , \ 1,-- 1,‘(/ \ I Do. , 6•_“)0, \ / , 1\ N, V 'b. \ (/ \\. g'( \ --sl\/ 1\ \\ '\ \ N / \ . 1 is ss\ / /St4X • t" \ E. LINE or BLOCK 2 -,,,. SLY LINE v),:76%. 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SAP 20170900-public porlen4.dw9 B-2-2 [Exhibit B-2 to Parking Easement Agreement (4500 France)] 4842-6565-242013 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 Parking 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 0 F ) 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 4842-6565-2420\3