07-08-91 agenda
SPECIAL HOUSING AND REDEVELOPMENT AUTHORITY MEETING
JULY $, 1991
6:15 P.M.
COUNCIL CHAMBERS
AGENDA
CALL TO ORDER
1. OPPORTUNITY FOR CITIZENS TO ADDRESS THE HRA ON ITEMS NOT. ON
THE AGENDA
2. CONSIDERATION OF AGREEMENTS REGARDING ESTABLISHMENT AND
PRESERVATION OF PARKING AND ACCESS RIGHTS FOR HUB EAST, HUB
WEST AND KFC
HRA LETTER NO. 20
3. CONSIDERATION OF RESOLUTION AUTHORIZING ACQUISITION OF
PROPERTY BY EMINENT DOMAIN, HUB WEST
HRA LETTER N0. 21
ADJOURNMENT
Housing and Redevelopment Authority
HRA Letter No. 21
Agenda July 8, 1991
Issue Statement•
Adoption of a resolution authorizing the acquisition of land by
eminent domain, Hub West.
Background•
Adoption of the attached resolution is necessary to assure that
the HRA is capable of conveying to Bradley (the Hub West
redeveloper) all the land the HRA intended to convey and all the
land Bradley has planned to utilize as part of the Hub West
redevelopment.
On November 19, 1990, the HRA adopted Resolution No. 405. That
resolution authorized the acquisition of all property in Hub West
by eminent domain. However, subsequent title work by a surveyor
and attorneys for Bradley and their lenders as well as HRA legal
counsel concluded that, over the years, errors of omission were
made in the legal description of the properties. Four areas of
land have apparently inadvertently been excluded from the legal
descriptions. For the purpose of this letter, the parcels have
collectively been labeled as "gaps".
Attached to the resolution is Exhibit A which contains a legal
description of the gaps. Following the legals is a map which
indicates the location of the gaps.
Recommended Motion:
Adopt the attached resolution authorizing the acquisition of the
gap parcels by eminent domain.
Basis of Recommendation:
1. It was the intent of the HRA in Resolution No. 405 to
include these parcels in the eminent domain proceeding.
2. This action will not increase the purchase price to the HRA
on the sale prior to Bradley.
3. The redevelopment cannot proceed without adoption of this
resolution.
Alternative Recommendation:
1. Not approve the resolution.
2. Delay action on the resolution.
Discussion/Decision Mode:
The HRA is scheduled to take title and possession to Hub West
property (except KFC) on July 10, 1991. This resolution must be
adopted prior to July 10, 1991 to assure that title and
possession of all the appropriate property passes to the HRA.
(The special meeting of the HRA scheduled for July 22 at 6:15
p.m. will include a public hearing requesting authorization to
convey the gap parcels to Bradley.)
Respectfu y submitted,
James D Prosser
Execu 've Director
JDP:cak
HRA RESOLUTION NO.
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
RESOLUTION AUTHORIZING THE ACQUISITION OF LAND BY EMINENT DOMAIN
AND AUTHORIZING THE OBTAINING OF TITLE AND POSSESSION IN
ACCORDANCE WITH MINNESOTA STATUTES SECTION 117.042
WHEREAS, the Housing and Redevelopment Authority in and for
the City of Richfield, Minnesota ("HRA") approved a redevelopment
plan for an urban renewal project for the "Lyndale/Hub/Nicollet
Commercial Improvement Program" (the "Plan") on October 15, 1975;
and
WHEREAS, the City Council of Richfield, Minnesota approved
the Plan on November 24, 1975; and
WHEREAS, the Plan has subsequently been amended from time to
time; and
WHEREAS, the Plan designated certain properties for
acquisition by the HRA; and
WHEREAS, gaps in certain legal descriptions have recently
been discovered; and
WHEREAS, it has been determined that the acquisition of the
properties legally described on Exhibit A hereto ("Subject
Properties") is necessary to implement the Plan and to carry out
the purposes of the Plan; and
WHEREAS, the Subject Properties have been designated for
acquisition by a Modification to the City of Richfield's Tax
Increment Financing Plan;
WHEREAS, the acquisition and subsequent sale or lease of the
Subject Properties to a private developer for development is
consistent with the stated objectives of the Plan;
NOW, THEREFORE, be it resolved by the Richfield Housing and
Redevelopment Authority that:
1. In furtherance of the objectives of Minn. Stat., Ch. 469
and the Plan, the HRA hereby finds that the acquisition of fee
simple absolute title to the Subject Properties through and by
the exercise of the power of eminent domain is necessary and
appropriate in the public interest, and for the public purpose of
redevelopment and as such is authorized pursuant to Minn. Stat.,
Ch. 469.
2. The officers and employees of the HRA are hereby
authorized to commence and to do all things and take such actions
as are necessary, prosecute to completion, on behalf and in the
name of the HRA, an action in eminent domain for the purpose of
acquiring fee simple absolute title to the Subject Properties.
3. The HRA further finds that it is necessary in order to
carry out the above-stated purposes and objectives to proceed
without delay to obtain title to and possession of the Subject
Properties of the earliest possible date and prior to the award
of the court appointed commissioners in condemnation, all in the
manner provided in Minn. Stat., Section 117.042.
4. The HRA hereby authorizes the officers .and employees of
the HRA to undertake and do all things necessary to secure fee
simple title to and possession of the Subject Properties in
accordance with the procedures and requirements contained in
Minn. Stat., Section 117.042 at the earliest date therein
provided.
Passed and adopted by the Housing and Redevelopment
Authority in and for the City of Richfield this 8th day of July,
1991.
Thomas E. Harms, Chairperson
ATTEST:
Joan Helmberger, Secretary
EXHIBIT A
Parcel Identification:
Parcel Aii
Legal Description:
All that part of Lot 3, Block 1, Richfield Hub Superblock, as
platted and of record in the office of the County Recorder,
Hennepin County, Minnesota, lying Easterly of the following
described line:
Commencing at the Southwest corner of the Southeast Quarter
of the Northwest Quarter of Section 27, Township 28 North,
Range 24 West; thence East 25 feet along the South line of
said Southeast Quarter of the Northwest Quarter; thence
North parallel with the West line of the said Southeast
Quarter of the Northwest Quarter 660 feet; thence East
along a line drawn parallel with the North line of the
South 53-1/3 rods of the said Southeast Quarter of the
Northwest Quarter as measured perpendicular to the said
North line a distance of 303.7 feet to the point of
beginning of the line to be described; thence South 660
feet to a point in the South line of the said Southeast
Quarter of the Northwest Quarter which is 327.90 feet East
of the point of commencement and there terminating.
Parcel Identification:
Parcel D
Legal Description:
That part of the Southeast Quarter of the Northwest Quarter of
Section 27, Township 28, Range 24, Hennepin County, described as
follows:
Commencing at the intersection of the Southerly extension
of the Westerly line of Lot 3, Block 1, Richfield Hub
Superblock, as platted and of record in the office of the
County Recorder and the Southerly line of said Southeast
Quarter of the Northwest Quarter; thence North 00 degrees
20 minutes 18 seconds East along said Southerly extension,
a distance of 183.00 feet to the most Westerly-Southwest
corner of said Lot 3; thence North 89 degrees 59 minutes
52 seconds East along the Southerly line of said Lot 3,
a distance of 37.24 feet to the intersection with a line
drawn parallel with and 72.90 feet Easterly of as measured
perpendicular to the Westerly line of said Southeast
Quarter of the Northwest Quarter said intersection being
the actual point of beginning; thence continue North 89
degrees 59 minutes 52 seconds East, a distance of 10.89 feet
to a Westerly line of said Lot 3; thence South 00 degrees
~ 25 minutes 38 seconds West along said Westerly line 33 feet
to the Southerly line of said Lot 3; thence Westerly along
the extension Westerly o
Lot 3 to its intersectio
and 72.90 feet Easterly
Southeast Quarter of the
along said parallel line
Parcel Identification:
Parcel E
Legal Description:
f the said Southerly line of
n with said line drawn parallel with
of said Westerly line of said
Northwest Quarter; thence Northerly
to the point of beginning.
The Westerly 15 feet of the following described property:
All that part of the Southeast Quarter of the Northwest Quarter
of Section 27, Township 28, Range 24, Hennepin County, described
as follows:
Beginning at the most Easterly Southwest corner of Lot 3,
Block 1, Richfield Hub Superblock, according to the recorded
plat thereof; thence North 89 degrees 59 minutes 52 seconds
East along the Southerly line of said Lot 3 to the
intersection with a line drawn parallel with and 282.00
feet Easterly of, as measured perpendicular to the
Southerly extension of the most Westerly line of said Lot 3;
thence South 0 degrees 20 minutes 18 seconds West along
said parallel line to the North line of the South 141.58
feet of said Southeast quarter of the Northwest Quarter;
thence South 89 degrees 59 minutes 52 seconds West along
said North line of the South 141.56 feet to its intersection
with a line drawn parallel with and 72.90 feet Easterly of
as measured perpendicular to the Westerly line of said
Southeast Quarter of the Northwest Quarter; thence
Northerly along said parallel line to its intersection
with the extension Westerly of the Southerly line of said
Lot 3; thence Easterly along the extension Westerly of
the said Southerly line to the point of beginning.
Parcel Identification:
Parcel H
Legal Description:
All except the South 43.00 feet of the Southeast Quarter of the
Northwest Quarter of Section 27, Township 28, Range 24, Hennepin
County, lying Southerly of the South line of Lot 3, Block 1,
Richfield Hub Superblock, as platted and of record in the office
of the County Recorder, lying Westerly of the West line of said
Lot 2, said Block 1 and lying Easterly of the following described
line:
Commencing at the Southwest corner of said Southeast
Quarter of the Northwest Quarter; thence Easterly along
the Southerly line of said Southeast Quarter of the
Northwest Quarter, a distance of 25.00 feet; thence
Northerly, parallel with the Westerly line of said
Southeast Quarter of the Northwest Quarter, a distance of
660.00 feet; thence Easterly, parallel with the North line
"- of the South 53-1/3 rods of said Southeast Quarter of the
Northwest Quarter, a distance of 303.70 feet to the point
of beginning of the line to be described; thence Southerly
to a point on said Southerly line, distant 327.90 feet
Easterly of the point of commencement and there terminating.
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Housing and Redevelopment Authority
HRA Letter No. 20
Agenda July 8, 1991
Issue Statement•
Approval of agreements regarding the establishment and
preservation of parking and access rights for Hub East, Hub West
and KFC.
Background•
The HRA has recently approved a Contract for Private Development
with Bradley Real Estate Trust. Bradley is to be the owner of
Hub West (with the exception of KFC). They currently own Hub
East.
A provision in the Contract calls for the HRA to approve
recordable agreements which establish and preserve reciprocal
parking and access rights within Hub West, Hub East and KFC.
Prior to approval by the HRA, the City Council was provided an
opportunity to comment on the agreements which were prepared by
Bradley's legal counsel. Following the review by the City
Council and staff, the documents were revised. One of the
revisions provides a stronger review role for the HRA, should the
owners propose revisions to the agreements in the future.
The two proposed final agreements are attached for your review;
reciprocal easement agreement, and, the declaration of covenants
and restrictions and grant of easements.
The Reciprocal Easement Agreement
The agreement governs the relationship between KFC and Bradley
with respect to their property.
Attached to the agreement is the legal description for the three
sites; Exhibit A is a description of Hub East and Hub West,
Exhibit B is a description of the KFC parcel, Exhibit C is a
description of Hub West, and Exhibit D is a map showing the
common area to which the easements apply. The major points of
the agreement follow:
® Within the common area, the tenants, business vendors,
customers and employees have free movement. They may
enter as pedestrians or in vehicles. Vehicles may be parked
by these people anywhere within the common area designated
for parking.
• These easements are enforceable by the property owners and the
HRA. Substantial proposed modifications must be approved by
the HRA.
• Utilities needed to operate businesses may be located and
maintained herein. Acceptable procedural rules are described
for installation and maintenance.
• Only temporary barriers may be constructed and only after
agreement in writing amongst the parties.
o Bradley is responsible for providing maintenance services
including striping of the parking area as shown on the Exhibit
C. Both parties pay a pro rated share of the maintenance cost
based on building square footage. (When snow exceeds 1.5
inches in depth, it must be plowed within two hours).
• KFC is solely responsible for the maintenance of its
property outside the common area.
s KFC and Bradley are responsible for claims due to injury
and death on property they own and to hold the other party
harmless from claims.
• If one party fails to perform their obligation, the other
party may perform that obligation and charge the cost to
the defaulting party.
• A portion of the parking designated on Exhibit C will be
30 minute parking only (note location between KFC and Rainbow).
s The agreement continues regardless of the tenancies and
ownership of the property.
Declaration of Covenants
The Declaration is to be signed by Bradley. It encompasses all
property owned or to be owned by Bradley (excludes KFC) and binds
not only Bradley to the agreement but any other parties who may
take title to any portion of the property in the future. There
are three parcels; (Exhibit A is a description of Hub East and
West), US Swim is Exhibit A-1, Rainbow is Exhibit A-2 and Hub
East is Exhibit A-3.
• An easement is created across the area of the three parcels
without buildings for parking, pedestrian and vehicular
traffic.
• Ingress and egress is guaranteed for passenger vehicles and
delivery trucks.
s These easements are enforceable by property owners and the HRA.
Significant proposed modifications must be approved by the HRA.
• Restrictions are placed on the installation of barriers
which would impede movement of vehicles and pedestrians.
Changes in the parking layout must be approved by the HRA.
• Certain types of uses are prohibited on the three parcels so
long as Rainbow is a tenant. These uses include a bowling
alley, theater, and night club for example. Other grocery and
food stores are also prohibited.
o-The use and maintenance of a pylon sign is provided for.
• Exterior site maintenance is the responsibility of the owner of
each property, the majority of whom select a maintenance
operator. Payment is based on building area.
• Enforcement of the restrictions is provided for as well as
insurance requirements.
• Under certain conditions rebuilding is required if a building
is damaged.
• Other sections address a variety of legal issues.
.Recommended Motion:
The HRA adopt a motion approving the two agreements.
Basis for Recommendation:
1. The Contract for Private Development approved by the HRA
requires the agreements to be submitted to the City Council
for review and comment. Comments were made at the June 24
meeting.
2. Staff finds the agreements to be acceptable following
modifications.
3. The recording of the agreements will prevent future parking
disagreements amongst the adjoining property owners.
Alternative Recommendation:
1. Deny action.
2. Modify the agreement.
Discussion/Decision Mode:
To facilitate closing on July 10, approval of the agreements July
8 would be desirable.
Respectfully submitted,
Jam s Prosser
Exe ive Director
JDP:cak
DRAFT 7/2/91
RECIPROCAL EASEMENT AGREEMENT
THIS RECIPROCAL EASEMENT AGREEMENT ("AGREEMENT") is
made as of July _, 1991, by and between the BRADLEY REAL ESTATE TRUST, a
Massachusetts business trust (hereinafter referred to as "Bradley"), and KFC
NATIONAL MANAGEMENT COMPANY, a Delaware corporation (hereinafter
referred to as "KFC"),
WITNESSETH:
WHEREAS, Bradley is the fee owner of real property located in the City
of Richfield, County of Hennepin, State of Minnesota, legally described on Exhibit A
attached hereto (hereinafter referred to as "Parcel A"); and
WHEREAS, KFC is the fee owner of real property located in the City of
Richfield, County of Hennepin, State of Minnesota, legally described on Exhibit B
attached hereto (hereinafter referred to as "Parcel B") (Parcels A and B being
collectively referred to below as the "Parcels"); and
WHEREAS, Bradley and KFC anticipate that Parcels A and B will be
redeveloped, and in connection with such redevelopment Bradley has entered into
a redevelopment. agreement' with the Housing and Redevelopment Authority of
-the City of Richfield ("HRA"); and
WHEREAS, Exhibit C hereto sets out the legal description of the
portion of Parcel A referred to in this Agreement as "Parcel C"; and•
WHEREAS, Bradley and KFC desire to address the flow of traffic
between Parcels A and. B and set out reciprocal parking rights between Parcels A and
B, all as set forth below in this Agreement; and
WHEREAS, Exhibit D hereto sets out the current site plan of Parcels A
and B, and the crosshatched area on such Exhibit D is hereinafter referred to as the
"Common Area"; and
WHEREAS, Bradley and KFC are desirous of setting forth their
agreement with respect to the maintenance of the Common Area;
NOW, THEREFORE, in consideration of the mutual agreements,
covenants, and undertakings herein contained, the parties covenant and agree for
themselves, their successors, and assigns, as follows:
1. Reciprocal Easement. Bradley and KFC grant to each other
perpetual, nonexclusive easements over, upon and across their respective interests
in the Common Area for the following purposes:
(a) The parking of passenger vehicles and pedestrian and passenger
vehicular traffic of the owners of all or part of Parcels A and B and their respective
tenants and the tenants, employees, customers, licensees and invitees of any of such
owners and their respective tenants.
(b) The ingress and egress of any of the parties identified in subsection
1(a) above and their passenger vehicles to any and from any portion of Parcels A
and B from and to any public streets adjacent thereto.
-2-
"~ (c) The ingress and egress of delivery and service trucks and vehicles to
and from the buildings on Parcels A and B from and to the public streets adjacent to
Parcels A and B for the delivery of goods, wares, merchandise and the rendition of
services to the owners and/or occupants of such buildings.
The easements contained in this Section run with the land, benefit and
burden Parcels A and B and are enforceable by any owner of a Parcel or the HRA.
Neither KFC nor Bradley will make any modification to this Section that materially
modifies the scope or nature of the above easements without first obtaining the
written consent of the HRA, which consent will not be unreasonably withheld, such
obligations to run with the Parcels for the sole benefit of the 1-II2A and to be
enforceable solely by the HRA.
2. Utility Easements. Bradley and KFC each shall have the right to
install, maintain, repair, augment and/or modify utility lines, including but not
limited to, sanitary sewers, storm sewers, water lines, gas lines, electric lines, and
telephone lines on and under the Common Area; provided, however, that any party
undertaking any such work on the Common Area which will interfere with the
operation of the other party's Parcel shall (a) notify the other party in writing at least
10 days in advance, (b) perform the work as expeditiously as practicable and with the
least practicable interference with traffic, (c) repair the portion of the Common Area
and any other property of the other party disturbed by the work to a condition at
least as good as that existing prior to performance of the work, and (d) hold the other
party harmless for damages to persons or property caused by the execution of the
-3-
work. The easements contained in this Section run with the land, benefit and
burden Parcels A and B and are enforceable by any owner of either Parcel.
3. Barriers, Obstructions, Etc. No fences, barriers, or other obstructions
shall be erected upon the Common Area, except as shown on Exhibit D or as
otherwise permitted under this Agreement, so as to prevent the passage of vehicles
or pedestrians or prevent the parking of vehicles except as may be agreed to in
writing by the parties or such temporary barriers as may be erected from time to time
for promotional activities or to prevent the accruing of public rights in the
Common Area. The provisions of this Section run with the land, benefit and
burden Parcels A and B and are enforceable by any owner of either Parcel.
4. Maintenance and Operation of Common Area. After the parking
facilities on the Common Area are completed in connection with the
redevelopment of Parcels A and B, the Common Area (including all parking areas
and landscaping) shall be maintained, replaced, snowplowed, lit, secured, insured
and cleaned ("Common Area Maintenance") by an operator ("Operator") selected by
Bradley (which Operator may be Bradley); provided, however, that the Operator will
not be responsible for clean-up or repair of the Common Area resulting from
promotional activities or the construction, maintenance or replacement of
buildings, which in each such case will be the responsibility of the owner of the
Parcel to which such activities relate. The minimum standard for the Common
Area, Maintenance will be the standard followed in other first class retail
developments of comparable size in the Minneapolis/St. Paul metropolitan area
-4-
and in any event in compliance with all applicable laws, ordinances and regulations.
With respect to snow removal, the Operator shall assure that any time the amount
of snow exceeds 1 1 /2 inches that the Common Area is plowed within two hours
and failure to so plow shall allow KFC to perform the snow plowing and charge the
same to Bradley. The Operator will, on or before December 1 of each calendar year,
submit to KFC a written estimated budget for the costs of Common Area
Maintenance ("Common Area Maintenance Costs") for the following calendar year,
along with computations of KFC's share of such estimated Common Area Operating
Costs calculated in accordance with the provisions set forth in this .Section below.
KFC will pay the Operator a share of such estimated Common Area Maintenance
Costs equal to a fraction, the numerator of which is the total first floor leasable area
(rounded to the nearest square foot) contained in the buildings on Parcel B and the
denominator of which is the total first floor leasable area (rounded to the nearest
square foot) contained in the buildings on both Parcels B and D. One twelfth of such
share will be payable by KFC to the Operator on the first day of each month during
the applicable calendar year. The Operator will determine the actual Common Area
Operating Costs for such calendar year not later than 45 days following the end of
such calendar year and the Operator will reimburse KFC, or KFC will reimburse the
Operator, for KFC's share of the difference between the actual Common Area
Operating Costs and the estimated Common Area Maintenance Costs. Within 30
days after receiving the written request of any party, the other party will certify to the
Operator and such requesting party the amount of first floor area in each building
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~~ on its Parcel. If a party causes an as-built survey to be prepared regarding all or any
portion of its Parcel, such party will promptly furnish a copy of such survey to the
Operator for informational purposes only. The payment obligations of KFC under
this Section run with the land, burden Parcel B and benefit Parcel C and are
enforceable by any owner of Parcel Cand/or the Operator. The Operator or such
owner of the Parcel C is granted a lien against Parcel B for the enforcement of KFC's
payment obligations under this Section, which lien may be filed and foreclosed in
the same manner as a mechanic's lien. KFC may not change or improve the
portion of the Common Area included in Parcel B without the written consent of
Bradley; provided, however, that KFC may make changes in the portion of the
Common Area included in Parcel B that do not materially interfere with the
easements granted in this Agreement or reduce the number of parking spaces in the
portion of the Common Area included in Parcel B. Except as may be necessary in
connection with the Common Area Maintenance, Bradley may not change or
improve the portion of the Common Area included in Parcel C without the written
consent of KFC (but such restriction shall not apply with respect to changes in the
remaining portion of the Common Area included in Parcel A, as to which KFC's
consent will not be required); provided, however, that Bradley may make changes in
the portion of the Common Area included in Parcel C that do not materially
interfere with the easements granted in this Agreement or reduce the number of
parking spaces in the portion of the Common Area included in Parcel C. Neither
KFC nor Bradley will make- any substantial change in the parking configurations
-6-
~- contained in the Common Area, as shown on attached Exhibit D, without first
obtaining the written consent of the HRA, which consent will not be unreasonably
withheld, such obligations to run with the Property for the sole benefit of the H1aA
and to be enforceable solely by the HRA.
5. Liability and IndemnitX. Bradley shall defend, indemnify, and save
harmless KFC from all claims demands and actions for injury, death, or damaged
property, including attorney's fees, occurring or resulting from occurrences upon
Parcel A, and KFC shall so defend, indemnify, and save harmless Bradley with
respect to Parcel B. Bradley and KFC shall each maintain at all times during the
term of this Agreement comprehensive general liability insurance with respect to its
own Parcel in amounts adequate to cover its obligations under this Agreement but
in no event less than $1 million combined single limit coverage.
6. Performance of Obligations of Other Party If Bradley or KFC shall
fail to perform any of its respective obligations under this Agreement after written
notice and demand from the other and the lapse of a reasonable period of time after
said notice for performance of said obligations, the demanding party, in addition to
any other remedy permitted by law, shall have the right to perform the obligations
of the other party in default, at the expense of the defaulting party.
7. Pam. The parking spaces in the portion of the Common Area
designated on attached Exhibit D as "30-min. parking" shall be used only for cars
parking for 30 minutes or less. Such spaces shall be designated by appropriate signs
installed in such area by Bradley.
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8.Enforcement.
a. Injunctive Relief. In the event of any violation or threatened
violation of any of the terms, restrictions, or covenants provided herein, any person
entitled to enforce this Agreement will have, in addition to the right to collect
damages, the right to enjoin such violation or threatened violation in a court of
competent jurisdiction.
b. Attorneys' Fees. In the event that any suit is brought for the
enforcement of any provision of this Agreement or is the result of any alleged
breach thereof or is for the declaration of rights and duties hereunder, the successful
party or parties to such suit shall be entitled to collect reasonable attorneys' fees from
the losing party or parties, and any judgment or decree rendered shall include an
award thereof.
c. Breach Will Not Permit Termination. It is expressly agreed that no
breach or violation of this Agreement will terminate this Agreement, but this
limitation will not affect, in any manner, any other rights or remedies for any
breach of this Declaration.
d. Breach Will Not Defeat Mortgage. A breach or violation of any of
the terms, covenants, and restrictions of this Agreement will not defeat or render
invalid the lien of any first mortgage made in good faith and for value, but such
terms, covenant or restriction will be binding on and effective against anyone whose
title to the property or any portion of such is acquired by foreclosure or otherwise,
but only from and after the date of such acquisition.
-8-
e. Remedies Cumulative. The specified remedies to which any person
entitled to enforce this Agreement may resort under the terms of this Agreement
are cumulative and are not intended to be exclusive of any other remedies or means
of redress to which any person entitled to enforce this Agreement may be lawfully
entitled in case of any breach or threatened breach of any provision of this
Agreement. Failure to insist in any one or more cases upon the strict performance of
any of the covenants of this Agreement or to exercise any remedy herein contained
shall not be construed as a waiver or a relinquishment in the future of such
covenant or remedy.
9. Duration. Except as otherwise expressly stated in this Agreement, each
easement, covenant, and restriction contained herein will continue in full force and
effect in perpetuity.
10. Not a Public Dedication. Nothing contained in this Agreement will be
deemed to be a gift or dedication of any portion of the Property to the general public
or for the general public or for any public purpose whatsoever, it being the intention
that this Agreement will be strictly limited to and for the purposes expressed herein.
11. Severability. If any clause, sentence, or other portion of the terms,
covenants, and restrictions of this Agreement becomes illegal, null, or void for any
reason or be held so by any court of competent jurisdiction, the remaining portions
will remain in full force and effect.
12. Mechanics Liens. It is expressly understood and agreed that no party
will permit any mechanic's, materialman's, or other similar liens tb stand against
-9-
the Common Area in connection with any work performed by or at its request. Such
party may bond against and contest the validity and the amount of such lien, but
such party will immediately pay any judgment rendered with all proper costs and
charges and will have the lien released at such party's expense.
13. Covenants Run With the Land. The terms of this Agreement and all
easements granted hereunder run with the land and shall inure to the benefit of
and be binding upon Parcels A and B to the extent set forth in this Agreement.
14. Dischar eg of Rights and Duties Upon Transfer. In the event of an
assignment, transfer, or conveyance of the whole interest of any person or entity in
and to any Parcel in which such person or entity has an interest, without retaining
any beneficial interest other than under the terms of a mortgage without
simultaneously acquiring a new interest on such Parcel by way of leasehold, life
estate, or other possessory interest, then the powers, rights, and interest conferred on
such person will be deemed assigned, transferred or conveyed to such transferee,
assignee, or grantee; the obligations will be deemed assumed by such transferee,
assignee, or grantee with interest so acquired; and the duties, obligations, and rights
of the person so transferring the interest shall be discharged. Notwithstanding the
foregoing, any mortgagee who takes title to a burdened property by foreclosure or
deed in lieu of foreclosure shall be liable only for its acts from and after the date it
acquires title.
16. Condemnation. In the event of condemnation by any duly constituted
authority for a public or quasi public use of all or any part of a Parcel, that portion of
-1a
the award attributable to the value of any land within the Common Area so taken
shall be payable only to the owner in fee thereof, and no claim thereon shall be
made by the other party to this Agreement; provided, however, that this provision
shall in no way affect any disposition of condemnation awards made in a lease
between such owner and its tenants or in a mortgage between such owner and such
owner's mortgagee; provided further, however, that such other party may file
collateral claims with the condemning authority over and above the value of the
land of the area so taken. The owner of the fee of each portion of the area so
condemned shall promptly repair and restore the remaining portion of the area so
owned by such owner as near as practicable to the condition of the same
immediately prior to such condemnation and without contribution from any other
owner, except to the extent that the proceeds of such award are insufficient to pay
the cost of such restoration and repair.
16. Headings. The caption headings of the various sections of this
Agreement are for convenience and identification only and shall not be deemed to
limit or define the contents of their respective section.
17. Exhibits. Exhibits A, B and C attached hereto and referred to herein are
a part of this Agreement.
18. Trustee Limitation. It is agreed that no trustee, shareholder, officer or
agent of Bradley Real Estate Trust shall be personally liable under any of the
agreements expressed herein or implied hereunder, or otherwise because of
anything arising from or connected with this Agreement or the property to which it
-11-
relates, and all such claims shall be enforced and satisfied only against the property
to which it relates and not in any case against the trustees, shareholders, officers or
agents of Bradley Real Estate Trust or any of them or their successors individually.
The provisions of this Section are applicable equally to any successor to the interest
of Bradley Real Estate Trust that is a business trust or association.
19. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties have hereunto set their hands on
the day and year first above written.
BRADLEY REAL ESTATE TRUST
By:
Its:
KFC NATIONAL MANAGEMENT
COMPANY
By:
Its:
-12-
~' - STATE OF )
ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
,1991, by
the of Bradley Real Estate Trust, a Massachusetts
business trust, on behalf of such business trust.
Notary Public
STATE OF
COUNTY OF
ss
The foregoing instrument was acknowledged before me this day of
1991, by ,the
Management Company, a Delaware corporation, on behalf of such corporation.
Notary Public
THIS INSTRUMENT DRAFTED BY AND WHEN RECORDED RETURN TO:
Kenneth T. Tyra
Dorsey & Whitney
2200 First Bank Place East
Minneapolis, Minnesota 55402
-13-
of KFC National
EXHIBIT A
PARCEL A
Lot 3, Block 1, Richfield Hub Superblock according to the recorded plat thereof.
Together with all that part of the SE 1/4 of the NW 1/4 of Section 27, Township 28, Range
24, Hennepin County described as follows:
Beginning at the most northerly northwest corner of Lot 3, Block 1, Richfield Hub
Superblock as platted and of record in the office of the County Recorder; thence
South 00°-20'-18" West, assumed bearing, along the westerly line of said Lot 3, a
distance of 142.11 feet; thence South 89°-56'-52" West, a distance of 30.00 feet, to
the most westerly line of said Lot 3; thence North 00°-20'-18" East along the
northerly extension of said most westerly line, a distance of 142.11 feet, to the
westerly extension of the most northerly line of said Lot 3; thence along said westerly
extension 30.00 feet to the point of beginning.
Together with all that part of said SE 1/4 of the NW 1/4 described as follows:
Commencing at the intersection of the southerly extension of the westerly line of said
Lot 3, Block 1 and the southerly line of said SE 1/4 of the NW 1/4; thence North
0°-20' 18" East along said southerly extension a distance of 141.56 feet to the point
of beginning; thence North 89°-59'-52" East parallel with said southerly line a
distance of 282.00 feet; thence South 0°-20'18" West parallel with said southerly
extension a distance of 71.56 feet; thence South 89°-59'-52" West parallel with said
southerly line a distance of 15.00 feet; thence South 0°-20'-18" West parallel with
said southerly extension a distance of 27.00 feet; thence North 89°-59'-52" East
parallel with said southerly line a distance of 34.89 feet to the southerly extension of
the westerly line of Lot 2 said- Block 1; thence North 0°-25'-38" East along said
westerly line of Lot 2 and its southerly extension a distance of 107.00 feet to the
southeast corner of said Lot 3;; thence South 89°-59'-52" West along the southerly
line of said Lot 3 a distance of 253.99 feet to the most southerly southwest corner of
said Lot 3; thence North 0°-25'-38" East a distance of 33.00 feet to the next southerly
line~of said Lot 3; thence North 89°-59'-52" East a distance of 48.13 feet to the most
westerly southwest corner of said Lot 3; thence South 0°-20'-18" West along said
southerly extension of the westerly line of Lot 3 a distance of 41.44 feet to the point
of beginning.
AND:
Tl~e North 254.85 feet of the most easterly 250 feet of Lot 2, Block 1, Richfield I-Iub
Superblock, according to the plat thereof on file or of record in the office of the :Registrar
of Titles in and for said County.
Lot 2, Block 1; Richfield Iiub Superblock, according to tl~e plat thereof on file or of record
in the office of the Registrar of Titles in and for said County, except the North 254.85 feet
of'the most easterly 250 feet thereof.
Together with tlu appurtenant easement filed July 2, 1974, as Document No. 1112596.
EXHIBIT B
PARCEL B
That part of the Southeast Quarter of the Northwest Quarter of Section 27,
Township 28, Range 24, described as follows:
Cortmencing at the intersection of the centerline of the Minneapolis,
Northfield and Southern Railway and the Southerly line of said Southeast
Quarter of the Northwest Quarter; thence North 89°59'52" East, along said
Southerly line, a distance of 25.00 feet; thence North 0°20'18" East,
parallel with said centerline a distance of 43.00 feet to the point of
beginning of the land to be described; thence continue North 0°20'18" East,
along said parallel line a distance of 98.56 feet; thence North 89°59'52"
East, parallel with said Southerly line, a distance of 282.00 feet; thence
South 0°20'18" West, parallel with said centerline, a distance of 71.56
feet; thence South 89°59'52" West, parallel with said Southerly line, a
distance of 15.000 feet; thence South 0°20'18" West parallel with said cen-
terline, a distance of 27.00 feet; thence South 89°59'52" West, parallel
with said Southerly line, a distance of 267.00 feet to the point of
beginning.
EXHIBIT C
PARCEL C
Lot 3, Block 1, RichSeld. Hub Superblock according to the recorded plat thereof.
Together with all that part of the SE 1/4 of the NW 1/4 of Section 27, Township 28, Range
24, Hennepin County described as follows:
Beginning at the most northerly northwest corner of Lot 3, Block 1, Richfield Hub
Superblock as platted and of record in the office of the County Recorder; thence
South 00°-20'-18" West, assumed bearing, along the westerly line of said Lot 3, a
distance of 142.11 feet; thence South 89°-~6'-52" West, a distance of 30.00 feet, to
the most westerly line of said Lot 3; thence North 00°-20'-18" East along the
northerly extension of said most westerly line, a distance 'of 142.11 feet, to the
westerly extension of the most northerly line of said Lot 3; thence along said westerly
extension 30.00 feet to the point of beginning.
Together with all that part of said SE 1/4 of the NW 1/4 described as follows:
Commencing at the intersection of the southerly extension of the westerly line of said
Lot 3, Block 1 and the southerly line of said SE 1/4 of the NW 1/4; thence North
0°-20'18" East along said southerly extension a distance of 141.56 feet to the point
of beginning; thence North 89°-59'-52" East parallel with said southerly line a
distance of 282.00 feet; thence South 0°-20'18" West parallel with said southerly
extension a distance of 71.56 feet; thence South 89°-59'-52" West parallel with said
southerly line a distance of 15.00 feet; thence South 0°-20'-18" West parallel with
said southerly extension a distance of 27.00 feet; thence North 89°-59'-52" East
parallel with said southerly line a distance of 34.89 feet to the southerly extension of
the westerly line of Lot 2 said Block 1; thence North 0°-25'-38" East along said
westerly line of Lot 2 and its southerly extension a distance of 107.00 feet to the
southeast corner of said Lot 3;; thence South 89°-59'-52" West along the southerly
line of said Lot 3 a distance of 253.99 feet to the most southerly southwest corner of
said Lot 3; thence North 0°-25'-38" East a distance of 33.00 feet to the next southerly
line of said Lot 3; thence North 89°•59'-52" East a distance of 48.13 feet to the most
westerly southwest corner of said Lot 3; thence South 0°-20'-18" West along said
southerly extension of, the westerly line of Lot 3 a distance of 41.44 feet to the point
of beginning.
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EXHIBIT D
COMMON AREA
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DRAFT 7/2/91
DECLARATION. OF COVENANTS,
RESTRICTIONS AND EASEMENTS
This Declaration of Covenants, Restrictions and Easements ("Declaration") is
made as of July ~ 1991, by BRADLEY REAL ESTATE TRUST, a Massachusetts
business trust (hereinafter referred to as "Bradley").
BACKGROUND:
A. Bradley is or will become the owner in fee of that certain real
property in the City of Richfield, County of Hennepin, State of Minnesota, legally
described on the attached Exhibit A (hereinafter referred to as the "Property").
B. The Property consists of three parcels, legally described on
attached Exhibit A-1 (the "Fitness Center Parcel"), Exhibit A-2 (the "Hub West
Parcel") and Exhibit A-3 (the "Hub East Parcel").
C. Certain improvements, including shopping center buildings,
now exist on the Property. Bradley intends to redevelop the Hub West Parcel and
the improvements on the Hub West Parcel as shown on the site plan attached to
this Declaration as Exhibit B ("Site Plan"). In connection with such redevelopment,
Bradley has entered into a redevelopment agreement with the Housing and
Redevelopment Authority of the City of Richfield ("HRA").
D. A portion of the new building to be constructed by Bradley upon
the Hub West Parcel has been leased by Bradley to Gateway Foods, Inc. pursuant to a
- Shopping Center Lease dated as of July 2,1991 between Bradley, as Lessor, and
Gateway Foods, as Lessee ("Gateway Lease").
E. Bradley desires to subject the Property to this Declaration in
connection with such rehabilitation, certain financings of the Property and the
leasing of certain of the improvements on the Fitness Center Parcel and the Hub
West Parcel.
DECLARATION:
For valuable consideration, Bradley declares as follows:
1. Other Definitions. The following other definitions are used in this
Declaration:
a. Building Area. The total floor area, rounded to the nearest
square foot, from time to time of the building(s) located on each Parcel, including
any mezzanine or basement space used either for retail sales or for the storage of
merchandise, as measured from the exterior faces of the exterior walls or store fronts
and/or the center line of any common walls, but excluding any space used for
building utilities or mechanical equipment. Within 30 days after receiving the
written. request of the Operator, a Parcel Owner will certify to the Operator the
amount of floor area applicable to each building on its Parcel. If any owner of a
Parcel causes an as-built survey to be prepared regarding all or any portion of such
Parcel, such owner will promptly furnish a copy of such survey to the Operator for
informational purposes only. During any period of rebuilding, repairing, replacing
-2-
or reconstructing of a building, the floor area of that building will be deemed to be
the same as existed prior to that period and upon completion thereof the Parcel
Owner of the Parcel on which such building is located will cause a new
determination of its floor area to be made in the manner described above and will
promptly deliver written notice of such determination to the Operator.
b. Common Area. "Common Area" means all areas of the
Property, exclusive of the buildings on the Property.
c. Operator. "Operator" means the operator of the Common Area
selected pursuant to Section 7 of this Declaration.
d. Parcel. "Parcel" means the Fitness Center Parcel, the Hub West
Parcel or the Hub East Parcel.
e. Parcel Owner. "Parcel Owner" means fee owner of a Parcel or, if
there is more than one owner of all or parts of such Parcel, then the one party last
designated to represent such owners in a written instrument delivered to the other
Parcel Owners and signed by the owners of all or parts of the Parcel who or which
collectively own the majority of the Building Area within the Parcel.
2. Parking and Common Area Easements. Nonexclusive easements are
hereby created over, upon and across the Common Area for the following purposes:
(a) The parking of passenger vehicles and pedestrian and
passenger vehicular traffic of the owners of all or part of each Parcel and their
-3-
-- respective tenants and the tenants, employees, customers, licensees and invitees of
any of such owners and their respective tenants.
(b) The ingress and egress of any of the parties identified in
subsection 2(a) above and their passenger vehicles to any and from any portion of
the Property from and to public streets adjacent thereto.
(c) The ingress and egress of delivery and service trucks and
vehicles to and from the buildings on the Property from and to the public streets
adjacent to the Property for the delivery of goods, wares, merchandise and the
rendition of services to the owners and/or occupants of such buildings.
The easements contained in this Section burden the Property, are for
the benefit of all Parcels and are enforceable by any Parcel Owner or the HRA.
Bradley will not make any modification to this Section that materially modifies the
scope or nature of the above easements without first obtaining the written consent
of the HRA, which consent will not be unreasonably withheld, such obligation to
run with the Property for the sole benefit of the HRA and to be enforceable solely by
the HRA.
3. No Barrier. No additional raised curbing, fence, division, rail, hedge,
walls, or permanent obstructions of any type or kind shall ever be placed, kept,
permitted, or maintained in the Common Area without the written approval of all
of the Parcel Owners, except as is shown on the Site Plan and except for such
temporary barriers as may be erected from time to time for promotional activities or .
to prevent the accruing of public rights in the Common Area. A Parcel Owner may,
-4-
however, make changes in the Common Area in such Parcel Owner's Parcel,
provided that such changes do not materially interfere with the easements granted
in this Declaration or reduce the number of parking spaces in the portion of the
Common Area contained in such Parcel Owner's Parcel. The above provisions of
this Section 3 burden the Property, benefit all Parcels and are enforceable by any
Parcel Owner and by the Operator. Furthermore, no owner of all or part of the
Property may make changes in the parking configurations contained in the
Common Area, as shown on the Site Plan, without the prior written consent of the
HRA, which consent will not be unreasonably withheld, such obligation to run with
the Property for the sole benefit of the HRA and to be enforceable solely by the HRA.
4. Restricted Uses. For so long as the Gateway Lease remains in effect (or
35 years after the date of this Declaration, whichever occurs earlier), no portion of
the Property shall (a) be used for a bowling alley, theater, billiard parlor, nightclub,
or any operation selling alcohol for on-site consumption, video arcade, or other
place of recreation or amusement (other than the existing U.S. Swim and Fitness
operation), or auto service station without the written consent of the tenant under
the Gateway Lease or (b) be leased so as to permit a tenant under such lease to sell or
offer for sale groceries, health foods, meats, poultry, seafood, dairy products, fruits,
vegetables, or baked goods, except that such restrictions shall not apply to any uses by
tenants in the Property permitted under leases in effect on June 28, 1991 (provided
that no such lease shall be amended to allow any of the above-mentioned uses) and
shall riot apply to the "incidental" sale of the foregoing items. For the purposes of
-5-
the foregoing sentence, "incidental sale" means that less than eight percent (8%) of
floor space of a tenant's demised premises is used to display and store the restricted
items. The restrictions contained in this Section 4 burden the Property, benefit only
the Hub West Parcel and are enforceable only by the Parcel Owner of the Hub West
Parcel and by the tenant under the Gateway Lease.
5. Cross-Maintenance Easement. The buildings located on the Fitness
Center Parcel and the Hub West Parcel, although not having a party wall, are
immediately adjacent to one another. The Parcel Owners of .such Parcels are hereby
granted the nonexclusive right to enter upon each other's Parcels for the purposes of
making repairs and maintaining their respective buildings. Such entrance shall be
done without disturbing the business of the other party in any material respect and
each such party will repair all damage caused to the other party's property by such
entry. The provisions of Section 5 burden and benefit such Parcels and are
enforceable only by the Parcel Owners of such Parcels.
6. Simon. The Parcel Owner of the Hub West Parcel will construct and
maintain on the Hub West Parcel the pylon sign identified on the "New US Swim,
Great Clips Pylon Sign" on the Site Plan, at the location shown on the Site Plan. The
Parcel Owner of the Fitness Center Parcel will have the right to require the Parcel
Owner of the Hub West Parcel to include the name of one of the tenants of the
Parcel Owner of the Fitness Center Parcel on such sign, provided that the Parcel
Owner of the Fitness Center reimburses the owner of the Hub West Parcel for a
fraction of the reasonable costs of maintaining such sign, the numerator of which is
-6-
one and the denominator of which is the number of tenants capable of being
identified on such sign. The Parcel Owner of the Hub West Parcel will provide a
written statement to the Parcel Owner of the Fitness Center Parcel annually for such
costs (which statement will contain reasonable supporting evidence of such costs)
and the Parcel Owner of the Fitness Center Parcel will pay each such statement
within 30 days after receiving it. The provisions of this Section 6 burden and benefit
the Hub West Parcel and the Fitness Center Parcel and are enforceable only by the
Parcel Owners thereof.
7. Maintenance of Common Areas. The Common Area (including all
parking areas and landscaping therein) shall be maintained, replaced, snowplowed,
lit, secured, insured and cleaned ("Common Area Maintenance") by an operator
("Operator") selected by a majority of the Parcel Owners and all Parcel Owners shall
enter into the contract with the Operator approved in writing by such majority;
provided, .however, that the Operator will not be responsible for clean-up or repair
of the Common Area resulting from promotional activities or the construction,
maintenance or replacement of buildings, which in each such case will be the
responsibility of the Parcel Owner of the Parcel to which such activities relate. The
minimum standard for the Common Area Maintenance will be the standard
followed. in other first class retail developments of comparable size in the
Minneapolis/St. Paul metropolitan area and in any event in compliance with all
applicable laws, ordinances and regulations. The Operator will, at least 90 days prior
to the beginning of each calendar year, submit to the Parcel Owners a written
-7-
estimated budget for the costs of Common Area Maintenance ("Common Area
Maintenance Costs") for the following calendar year. If written notice of disapproval
of such budget by a majority of the Parcel Owners is not given to the Operator on or
before December 1 of such calendar year, such budget will be deemed approved and
copies of such budget will be delivered by the Operator to all Parcel Owners, along
with computations of the shares of such estimated Common Area Operating Costs
of such Parcel Owners calculated in accordance with the provisions set forth in this
Section below. Each Parcel Owner will pay the Operator a share of such estimated
Common Area Maintenance Costs equal to a fraction, the numerator of which is the
Building Area of the buildings on such Parcel Owner's Parcel and the denominator
of which is the total of all Building Areas of the buildings on the Property. One
twelfth of such share will be payable by each such Parcel Owner on the first day of
each month during the applicable calendar year. The Operator will determine the
actual Common Area Operating Costs for such calendar year not later than 45 days
following the end of such calendar year and the Operator will reimburse each Parcel
Owner, or each Parcel Owner will reimburse the Operator, for such Parcel Owner's
share of the difference between the actual Common Area Operating Costs and the
estimated Common Area Maintenance Costs. The provisions of this Section burden
the Property and are enforceable only by the Operator or another party designated in
writing by a majority of the Parcel Owners. The Operator'or such designated other
party is granted a lien against each Parcel for the enforcement of each Parcel Owner's
-8-
obligations under this Section, which lien may be filed and foreclosed in the same
manner as a mechanic's lien.
8. Enforcement.
a. Injunctive Relief. In the event of any violation or threatened
violation of any of the terms, restrictions, or covenants provided herein, any person
entitled to enforce this Declaration will have, in addition to the right to collect
damages, the right to enjoin such violation or threatened violation in a court of
competent jurisdiction.
b. Attorneys' Fees. In the event that any suit is brought for the
enforcement of any provision of this Declaration or is the result of any alleged
breach thereof or is for the declaration of rights and duties hereunder, the successful
party or parties to such suit shall be entitled to collect reasonable attorneys' fees from
the losing party or parties, and any judgment or decree rendered shall include an
award thereof.
c. Breach Will Not Permit Termination. It is expressly agreed that
no breach or violation of this Declaration will terminate this Declaration, but this
limitation will not affect, in any manner, any other rights or remedies for any
breach of this Declaration.
d. Breach Will Not Defeat Mortgage. A breach or violation of any
of the terms, covenants, and restrictions of this Declaration will not defeat or render
invalid the lien of any first mortgage made in good faith and for value, but such
terms, covenant or restriction will be binding on and effective against anyone whose
-9-
title to the property or any portion of such is acquired by foreclosure or otherwise,
but only from and after the date of such acquisition.
e. Remedies Cumulative. The specified remedies to which any
person entitled to enforce this Declaration may resort under the terms of this
Declaration are cumulative and are not intended to be exclusive of any other
remedies or means of redress to which any person entitled to enforce this
Declaration may be lawfully entitled in case of any breach or threatened breach of
any provision of this Declaration. Failure to insist in any one or more cases upon
the strict performance of any of the covenants of this Declaration or to exercise any
remedy herein contained shall not be construed as a waiver or a relinquishment in
the future of such covenant or remedy.
9. Duration. Except as otherwise expressly stated in this Declaration, each
easement, covenant, and restriction contained herein will continue in full force and
effect in perpetuity.
10. Not a Public Dedication. Nothing contained in this Declaration will be
deemed to be a gift or dedication of any portion of the Property to the general public
or for the general public or for any public purpose whatsoever, it being the intention
that this Declaration will be strictly limited to and for the purposes expressed herein.
11. Severability. If any clause, sentence, or other portion of the terms,
covenants, and restrictions of this Declaration becomes illegal, null, or void for any
reason or be held so by any court of competent jurisdiction, the remaining portions
will remain in full force and effect.
-10-
12. Mechanics Liens. It is expressly understood and agreed that no owner
of all or any part of the Property will permit any mechanic's, materialman's, or
other similar liens to stand against the Common Area in connection with any work
performed by or at its request. Such owner may bond against and contest the validity
and the amount of such lien, but such owner will immediately pay any judgment
rendered with all proper costs and charges and will have the lien released at such
owner's expense.
13. Dominant and Servient Estates. Each and all of the easements and
rights granted or created hereunder are appurtenances to the applicable portions of
the Property (or to all of the Property if no particular portion thereof is expressly
designated as the property benefitted thereby), and none of the easements and rights
may be transferred, assigned, or encumbered except as an appurtenance to such
portions of the Property. For the purpose of the easements and rights, the part of the
Property that is benefited will constitute the dominant estate and the part of the
Property that is burdened by such easement and right will constitute the servient
estate.
14. Covenants Run With the Land. The terms of this Declaration and all
easements granted hereunder run with the land and shall inure to the benefit of
and be binding upon the Parcels to the extent set forth in this Declaration.
15. Discharge of Rights and Duties Upon Transfer. In the event of an
assignment, transfer, or conveyance of the whole interest of any person or entity in
and to any Parcel_ in which such person or entity has an interest, without retaining
-11-
_ - any beneficial interest other than under the terms of a mortgage without
simultaneously acquiring a new interest on such Parcel by way of leasehold, life
estate, or other possessory interest, then the powers, rights, and interest conferred on
such person will be deemed assigned, transferred or conveyed to such transferee,
assignee, or grantee; the obligations will be deemed assumed by such transferee,
assignee, or grantee with interest so acquired; and the duties, obligations, and rights
of the person so transferring the interest shall be discharged. Notwithstanding the
foregoing, any mortgagee who takes title to a burdened property by foreclosure or
deed in lieu of foreclosure shall be liable only for its acts from and after the date it
acquires title.
16. Condemnation. In the event of condemnation by any duly constituted
authority for a public or quasi public use of all or any part of the Property, that
portion of the award attributable to the value of any land within the Common Area
so taken shall be payable only to the owner in fee thereof, and no claim thereon
shall be made by other owners of any other portions of the Property; provided,
however, that this provision shall in no way affect any disposition of condemnation
awards made in a lease between such owner and its tenants or in a mortgage
between such owner and such owner's mortgagee; provided further, however, all
other owners of the Property may file collateral claims with the condemning
authority over and above the value of the land of the area so taken. The owner of
the fee of each portion of .the area so condemned shall promptly repair and restore
the remaining portion of the area so owned by such owner as near as practicable to
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the condition of the same immediately prior to such condemnation and without
contribution from any other owner, except to the extent that the proceeds of such
award are insufficient to pay the cost of such restoration and repair.
17. Headi~s. The caption headings of the various sections of this
Declaration are for convenience and identification only and shall not be deemed to
limit or define the contents of their respective section.
18. Exhibits. Exhibits A, A-1, A-2, A-3 and B attached hereto and referred to
herein are a part of this Declaration.
19. Trustee Limitation. It is agreed that no trustee, shareholder, officer or
agent of Bradley Real Estate Trust shall be personally liable under any of the
agreements expressed herein or implied hereunder, or otherwise because of
anything arising from or connected with this Declaration or the Property, and all
such claims shall be enforced and satisfied only against the Property and not in any
case against the trustees, shareholders, officers or agents of Bradley Real Estate Trust
or any of them or their successors individually. The provisions of this Section are
applicable equally to any successor to the interest of Bradley Real Estate Trust that is
a business trust or association.
20. Governing Law. This Declaration shall be governed by and construed in
accordance with the laws of the State of Minnesota.
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EXECUTION:
This Declaration has been executed by Bradley as of the date first above
stated.
BRADLEY REAL ESTATE TRUST
By:
Its:
STATE OF )
ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
,1991, by
the of Bradley Real Estate Trust, a Massachussetts business trust,
on behalf of such business trust.
Notary Public
THIS INSTRUMENT DRAFTED BY AND WHEN RECORDED RETURN TO:
Kenneth T. Tyra
Dorsey & Whitney
2200 First Bank Place East
Minneapolis, Minnesota 55402
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EXHIBIT A
PROPERTY
Lot 3, Block 1, Richfield Hub Superblock according to the recorded plat thereof.
Together with all that part of the SE 1/4 of the NW 1/4 of Section 27, Township 28, Range
24, Hennepin County described as follows:
Beginning at the most northerly northwest corner of Lot 3, Block 1, Richfield Hub
Superblock as platted and of record in the office of the County Recorder; thence
South 00°-20'-18" West, assumed bearing, along the westerly line of said Lot 3, a
distance of 142.11 feet; thence South 89°-56'-52" West, a distance of 30.00 feet, to
the most westerly line of said Lot 3; thence North 00°-20'-18" East along the
northerly extension of said most westerly line, a distance of 142.11 feet, to the
westerly extension of the most northerly line of said Lot 3; thence along said westerly
extension 30.00 feet to the point of beginning.
Together with all that part of said SE 1/4 of the NW 1/4 described as follows:
Commencing at the intersection of the southerly extension of the westerly line of said
Lot 3, Block 1 and the southerly line of said SE 1/4 of the NW 1/4; thence North
0°-20'18" East along said southerly extension a distance of 141.56 feet to the point
of beginning; thence North 89°-59'-52" East parallel with said southerly line a
distance of 282.00 feet; thence South 0°-20'18" West parallel with said southerly
extension a distance of 71.56 feet; thence South 89°-59'-52" West parallel with said
southerly line a distance of 15.00 feet; thence South 0°-20'-18" West parallel with
said southerly extension a distance of 27.00 feet; thence North 89°-59'-52" East
parallel with said southerly line a distance of 34.89 feet to the southerly extension of
the westerly line of Lot 2 said Block 1; thence North 0°-25'-38" East along said
westerly line of Lot 2 and its southerly extension a distance of 107.00 feet to the
southeast corner of said Lot 3;; thence South 89°-59'-52" West along the southerly
line of said Lot 3 a distance of 253.99 feet to the most southerly southwest corner of
said Lot 3; thence North 0°-25'-38" East a distance of 33.00 feet to the next southerly
line of said Lot 3; thence North 89°-59'-52" East a distance of 48.13 feet to the most
westerly southwest corner of said Lot 3; thence South 0°-20'-18" West along said
southerly extension of the westerly line of Lot 3 a distance of 41.44 feet to the point
of beginning.
Arm
Tlie North 254.85 feet of the most easterly 250 feet of Lot 2, Block. 1, Richfield Ilub
Superblock, according to the plat thereof on file or of record in the office of the Registrar
of Titles in and for said County.
Lot 2, Block 1, Richfield 1-Iub Superblock, according to the plat thereof on file or of record
in the office of the Registrar of Titles in and for said County, except ttie North 254.85 feet
of tl~e most easterly 250 feet thereof.
Together with tl~e appurtenant easement filed July 2, 1974, as Document No. 1112596.
EXHIBIT A-1
FITNESS CENTER PARCEL
All that part of Lot 3, Block 1, Richfield Hub Superblock as platted and of record in the
office of the County Recorder, Hennepin County, Minnesota, lying northerly of the following
described line: Commencing at the most westerly northwest corner of said Lot 3; thence
South 0°-20'-18" West along the westerly line of said Lot 3 a distance of 14.89 feet to the
point of beginning; thence South 89°-29'-19" East a distance of 118.51 feet; thence North
45°-32'-2b" East a distance of 28.11 feet; thence South 89°-21'-44" East a distance of 18.31
feet to the east line of said Lot 3 and there terminating.
Together with all that part of vacated Pleasant Avenue described as follows:
All that part of the SE 1/4 of the NW 1/4 of Section 2?, Township 28, Range 24, Hennepin
County described as follows:
Beginning at the most northerly northwest comer of I.ot 3, Block 1, Richfield Hub
Superblock as platted and of record in the office of the County Recorder; thence
South 00°-20'-18" West, assumed bearing, along the westerly line of said Lot 3, -a
distance of 142.11 feet; thence South 89°-56'-52" West, a distance of 30.00 feet, to
the most westerly line of said Lot 3; thence North 00°-20'-18" East along the
northerly extension of said most westerly line, a distance of 142.11 feet, to the
westerly extension of the most northerly line of said Lot 3; thence along said westerly .
extension 30.00 feet to the point of beginning.
EXHIBIT A-2
HUB WEST PARCEL
Lot 3, Block 1, Richfield. Hub Superblock according to the recorded plat thereof.
Together with all that part of the SE 1/4 of the NW 1/4 of Section 27, Township 28, Range
24, Hennepin County described as follows:
Beginning at the most northerly northwest corner of Lot 3, Block 1, Richfield Hub
Superblock as platted and of record in the office of the County Recorder; thence
South 00°-20'-18" West, assumed bearing, along the westerly Iine of said Lot 3, a
distance of 142.11 feet; thence South 89°-~6'-52" West, a distance of 30.00 feet, to
the most westerly line of said Lot 3; thence North 00°-20'-18" East along the
northerly extension of said most westerly Iine, a distance of 142.11 feet, to the
westerly extension of the most northerly line of said Lot 3; thence along said westerly
extension 30.00 feet to the point of beginning.
Together with all that part of said SE 1/4 of the NW 1/4 described as follows:
Commencing at the intersection of the southerly extension of the westerly line of said
Lot 3, Block 1 and the southerly line of said SE 1/4 of the NW 1/4; thence North
0°-20' 18" East along said southerly extension a distance of 141.56 feet to the point
of beginning; thence North 89°-59'-52" East parallel with said southerly line a
distance of 282.00 feet; thence South 0°-20'18" West parallel with said southerly
extension a distance of 71.56 feet; thence South 89°-59'-52" West parallel with said
southerly line a distance of 15.00 feet; thence South 0°-20'-18" West parallel with
said southerly extension a distance of 27.00 feet; thence North 89°-59'-52" East
parallel with said southerly line a distance of 34.89 feet to the southerly extension of
the westerly line of Lot 2 said Block 1; thence North 0°-25'-38" East along said
westerly line of Lot 2 and its southerly extension a distance of 107.00 feet to the
southeast corner of said Lot 3;; thence South 89°-59'-52" West along the southerly
line of said Lot 3 a distance of 253.99 feet to the most southerly southwest corner of
said Lot 3; thence North 0°-25'-38" East a distance of 33.00 feet to the next southerly
line of said Lot 3; thence North 89°-59'-52" East a distance of 48.13 feet to the most
westerly southwest corner of said Lot 3; thence South 0°-20'-18" West along said
southerly extension of the westerly. line of Lot 3 a distance of 41.44 feet to the point
of beginning.
EXCEPT THAT PART OF LOT 3, BLOCK 1, RICHFIELD HUB SUPERBLOCK DESCRIBED AS FOLLOWS:
EXHIBIT A-2 cont.
All that part of Lot 3, Block 1, Richfield Hub Superblock as platted and of record in the
office of the County Recorder, Hennepin County, Minnesota, lying northerly of the following
described line: Commencing at the most westerly northwest comer of said Lot 3; thence
South 0°-20'-18" West along the westerly line of said Lot 3 a distance of 14.89 feet to the
point of beginning; thence South 89°-29'-19" East a distance of 118.51 feet; thence North
45°-32'-26" East a distance of 28.11 feet; thence South 89°-21'-44" East a distance of 158.31
feet to the east line of said Lot 3 and there terminating.
Together with all that part of vacated Pleasant Avenue described as follows:
All that part of the SE 1/4 of the NW 1/4 of Section 27, Township 28, Range 24, Hennepin
County described as follows:
Beginning at the most northerly northwest corner of Lot 3, Block 1, Richfield Hub
Superblock as platted and of record in the office of the County. Recorder; thence
South 00°-20'-18" West, assumed bearing, along the westerly line of said Lot 3, a .
distance of 142.11 feet; thence South 89°-56'-52" West, a distance of 30.00 feet, to
the most westerly line of said Lot 3; thence North 00°-20'-18" East along the
northerly extension of said most westerly line, a distance of 142.11 feet, to the
westerly extension of the most northerly line of said Lot 3; thence along said westerly
extension 30.00 feet to the point of beginning.
EXHIBIT A-3
HUB EAST PARCEL
Tl~e North 254.85 feet of the most easterly 250 feet of Lot 2, Block 1, Richfield Ilub
Superblock, according to the plat thereof on file or of record in the office of the Registrar
of Titles in and for said County.
Lot 2, Block 1, Richfield Hub Superblock, according to the plat thereof nn file or of record
in the office of the. Registrar of Titles in and for said County, except tl~e North 254.85 feet
of the most easterly 250 feet thereof.
Together with the appurtenant easement filed July 2, 1974, as Document No. 1112596.
.24~' '
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EXHIBIT B
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