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7.8. SR 04-17-2017 EOty1� ,.,�� Request for Action River To Item Number Mayor and City Council 7.8 Agenda Section Meeting Date Prepared by Public Hearings April 17, 2017 Peter Beck, City Attorney Item Description Reviewed by Easement Vacation: Pipe Portfolio, 1340 6th Street Zack Carlton,Planning Manager NW Reviewed by Cal Portner, City Administrator Action Requested 1. Approve,by resolution, the Easement Vacation request and the related Quit Claim Deed,with the condition the vacation document and deed will not be recorded until the property owner has executed the replacement easement agreements 2. Approve,by motion, the new Grant of Permanent Easements Agreement 3. Approve,by motion, the Utility and Ingress Access Easement Agreement connecting Quinn Ave and the city water tower property 4. Approve,by motion, the License Agreement granting Forterra (Pipe Portfolio) permission to store materials and park on portions of the city-owned water tower property Background/Discussion The Pipe Portfolio (formerly Cretex) property located north and west of Highway 10 and Proctor Avenue surrounds a city water tower,has several city water and sewer lines running through it, and has Elk River Municipal Utility (ERMU) electric lines running along the east,west, and south property lines. The parcel also had several abandoned,but not vacated, street right-of-ways running through it, and several substandard, and in some cases unnecessary,utility easements running through it. In 2016, Pipe Portfolio requested to vacate the street right-of-ways. The city agreed, and the Council took action to vacate the right-of-ways on condition that Pipe Portfolio provide replacement easements for the existing water and sewer lines. The process of identifying the replacement easements required and agreeing to a new easement agreement has proven to be a long process. Following is a summary of this process, and the Council action requested: 1. The city needs to quit claim a portion of one of the vacated right-of-ways to complete the vacation. Therefore, the Council is asked to approve this quit claim deed. 2. In addition to the vacated rights-of-way, there are three very old, substandard utility easements running through the property for water and sewer lines. In the course of the discussions with Pipe Portfolio,it was decided to vacate and replace these easements with a new, comprehensive and up to date utility easement agreement. The Council is asked to approve the resolution vacating the three old utility easements. 3. The council is asked to approve the new utility easement agreement (the "Grant of Permanent Easements"),which addresses the following issues: POWERED 6T AR a. The three old easements to be vacated will be replaced with five new/replacement easements for water and sewer lines within the Pipe Portfolio property. The old easements were as narrow as 10 or 15 feet. The city standard is 20 feet, so all five of the new easements are 20 feet wide in the new utility easement agreement. b. In the process of locating the existing water and sewer lines,it was determined that there are several instances where Pipe Portfolio has production facilities which encroach on the water and sewer utility lines. The new utility easement agreement has been drafted to address these encroachments. c. ERMU has overhead electric lines that appear to encroach on the Pipe Portfolio property along the east, south, and west property lines. For this reason, three easements were added to the new utility easement agreement along the east,west, and south sides, to protect ERMU's electric lines. 4. Vacating the old right-of-ways leaves the city with no legal access to the water tower. Therefore, the Council is asked to approve a 60 foot wide access easement (the "Utility and Ingress and Access Easement") connecting the water tower property to Quinn Ave along the railroad. 5. It also came to the attention of the ERMU counsel/city attorney that Cretex/Pipe Portfolio have for years been storing materials and parking vehicles on the water tower property. Neither ERMU nor the city have a problem with this,but counsel has recommended that this use of public property be authorized by a license agreement in the form of other agreements the city has entered into for use of public property and rights-of-way. Therefore, the Council is asked to approve the license agreement. It is possible that there will be minor amendments to the legal descriptions and/or language of the documents and agreements to be approved by the Council. The Council is requested to authorize staff to make such minor revisions with the understanding that anything substantive will return to Council for approval. Financial Impact None Attachments ■ Easement Vacation Packet dated June 20, 2016 ■ Resolution Vacating Drainage and Utility Easements ■ Resolution Approving Quit Claim Deed ■ Utility Easement Agreement ■ Access Easement Agreement ■ License Agreement N:APublic Bodies\Agenda Packets\04-17-2017\Final\7.8 sr Pipe Portfolio EV.docx City of Elk az River Request for Action To Item Number Mayor and City Council 7.7 Agenda Section Meeting Date Prepared by Public Hearings June 20, 2016 Zack Carlton, Planning Manager Item Description Reviewed by Pipe Portfolio (Forterra) —1340 6"' Street NW Chris Leeseber , Senior Planner Street Easement Vacations Reviewed by Cal Portner, City Administrator Action Requested Adopt, by resolution, the Easement Vacation request with the following conditions: 1. The resolution vacating the described easements will not be recorded until all conditions have been met, and the new easements have been recorded. 2. Amend Industrial Boulevard vacation request to reflect the attached graphic. 3. Complete a survey to locate all existing public utilities. 4. Prepare new easement documents to establish a 20 -foot easement around all public utilities. 5. Prepare an easement document to establish an ingress/egress and utility easement on the north 60 feet (along BNSF property) of PID 75-402-0072, between the right-of-way for Quinn Avenue NW and the city -owned lot (PID 75-402-0082). 6. Obtain a title commitment on the property from the north end of the Quinn Avenue right-of-way to the BNSF property. The property shall be included in the required ingress/egress easement. 7. Prepare an easement document to the satisfaction of CenterPoint Energy, addressing concerns with an existing gas main. Described in the attached letter. 8. Execute a license agreement, to the satisfaction of the city, permitting parking on the city owned parcel (PID 75-402-0082). Background/Discussion The property owner, Pipe Portfolio, at 1340 6"' Street is requesting to vacate existing street right-of-way easements located on the property. The property is the former Cretex plant north of Highway 10. The plant was expanded a number of times, and as a result includes a number of street right-of-way easements. The physical streets were removed as the plant expanded, and the rights-of-way no longer serve a public access purpose. The city and other agencies have a number of public utilities beneath the property. Some of which are below the existing easements, and some which are protected by utility easements. ERMU staff requires that all public utilities are accessible via an easement (right-of-way or utility). As a condition of approval, staff included a requirement to prepare a survey identifying the public services, and preparation of a new document establishing a 20 foot utility easement for all public utilities. The proposal includes vacation of easements where structures have been constructed over existing utilities, and within existing easements. Vacation of the requested easements does not remove the city's ability to maintain the existing infrastructure, and new easements are required for the entire length of all public utilities. This will include easements over land occupied by existing structures. P a w E R E U 6 Y NaA f RE] Industrial Boulevard Easement The city owns a parcel on the north portion of the plant which includes Well #3. The vacation request for Industrial Boulevard provides the city with access to that parcel. Staff supports vacation of a portion of the street easement, but requires a new ingress/egress and utility easement for continued access to the city owned parcel. Staff included a condition of approval for adjustment to the vacation request (retaining a portion of the Industrial Boulevard easement) and adding an easement along the railroad property for continued access to Well #3. This is illustrated in the attached easement vacation diagram. CenterPoint Energy Gas Line The Meadowvale Street easement proposed to be vacated includes a gas line owned by CenterPoint Energy. They expressed concern about maintaining access to their facility and require establishment of a utility easement. Staff included a condition requiring preparation of a utility easement to the satisfaction of CenterPoint Energy. Financial Impact None Attachments Location Map Applicants Narrative Easement Surveys dated April 29, 2016 Property Survey Easement Vacation Diagram CenterPoint Energy Letter dated June 8, 2016 Resolution for Easement Vacation St. Pi'AJ L -Rd toy ypurn PI 'N J _ N. on rA•N Js, P a: !J, C+rso^ Evan 51 N L k15 }i1 pstePon 4P N;4' GJ7es Airs , 4k 40 JC6a. a yC;s1f - .45 F anV u0447yy e IN r°w 4 ID'a of r k5 y 7 E - 2 ' A4N J:5 Au[y17b' . 01 4 .0 83wo rerC4!'49.Si NW a o u MOP C: ', a i i . • A4N 15P OUSiiJ r Item 1. - EV 16-11 To: City of Elk River From: Marinus Van Putten, Attorney for Applicant Date: May 13, 2016 Re: Narrative regarding Vacation of Easements We represent PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership, Pipe") purchaser of the Cretex plant in Elk River ("plant"). A portion of the plant was subject to street easements which we are asking the City of Elk River to vacate. Pipe and its predecessors in title had cut off the road easements described below as the easements ended at the plant's property and the only one using the easement was the plant. As a result, plant fenced of its property and the easements more than 20 years ago. The fencing has not affected the public as the public did not use the access into the plant. In 1992, according the minutes of the Elk River City Council, a vacation of the easements was approved but the follow up of obtaining and recording the resolution vacating was never recorded. The plant has now been sold to Pipe and they are now asking the City to vacate that part of Meadowvale Road (previously vacated by Sherburne County), 8t' Street and Industrial Boulevard described as follows. Parcel 1. That part of Meadowvale Road, also known as Military Road, as shown on the plat of AUDITOR'S SUBDIVISION NO. 3, which adjoins Lots 11, 12, 13, 14, and 15 of said AUDITOR'S SUBDIVISION NO. 3 and which lies East of the extension North of the East line of Upland Ave. NW, also known as County Highway No. 44. Parcel 2: That part of Industrial Boulevard which lies West of the extension North of the West line of Quinn Avenue, located over, under and across part of AUDITOR'S SUBDIVISION NO. 3. Parcel 3: That part of 8t' Street which lies West of the Quinn Avenue, located over, under and across part of AUDITOR'S SUBDIVISION NO. 3. Parcels 2 and 3 have improvements that encroach. Parcel 1 was a County Road that was vacated in 1969 by the Sherburne County pursuant to Commissioner's Minutes No. 14. No record of the creation of the road could be found in the office of the Sherburne County Recorder. Based on the above facts Applicant, PIPE PORTFOLIO OWNER (MULTI) LP, respectfully requests that the City of Elk River vacate parcels 1, 2 and 3. Thank you. Marinus W. Van Putten, Jr. Best and Flanagan LLP, Attorneys for Pipe 612-227-9045 (cell) and 612-349-5654 (office) mvanputten(cr,bestlaw. com 60 South 6th Street, Suite 2700 Minneapolis, MN 55402 2389626 F- WVJZOUQ z p O o ` o W - M 5 w 0LU< U m -. rod m i . c . a LU 3: U m LS a O S a3: p 0 m YO -- O N Z O N 0N '_ N m y Q r L LLJ Q o O m W M, 6 - Z N S CC 16 z T Q ro a O_ o f LL a N J U C O z O .>. 4U o Z - 00 om LD O m ch w LU a O fL0/ 1 U U T Y Q m m C O s O a_ U) 6 a H 0 m UL1.. 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Ilt ---- --- -- -- -- -- -- -- -- - -- -- -- -- -- pE 60vi I ALTA/ AGSM LAND TITLE SURVEY OF CRETEX- ELK RIVER 1340 6TH STREET NW SHERBURNE COUNTY ELK RIVER, MINNESOTA 7' I A go, 7' I A TO: ive r Anderson, Cliff Benoit, Steve* Carlton, Zack Cunningham, John* Dummer, Dave* Eddy, Colleen Femrite, Justin* Fischer, Suzanne Hecker, Michael Leeseberg, Chris Mroz, Kristin MEMORANDUM Othoudt, Amanda Portner, Cal Ruprecht, Bob Simon, BrieAnna* Stevens, Matt Thompson, Mark Wisner, Brandon* ERMU Adams, Troy * Fuchs, Mark * Volk, Eric FROM: Chris Leeseberg, Senior Planner Receives hard copy of packet) Off -Site Agencies Balgobin, Andrew Beck, Peter Hohnbeek, Ken Juricich, Mike Lewis, Rhonda Olson, Greg* DATE: June 1, 2016 SUBJECT: Site Plan Review Meeting — Monday, June 6, 2016 —11:00 a.m. — Upper Town Item Anticipated Case # Proposal Staff Meeting Dates 1. EV 16_11 Pipe,Portfolio (Cretex) Road Easements Vacation S ZC CC 6/20/16 Ak-xAt r, ix, 2• P 16-08 Miske Meadows Final Plat ZC CC — 6/20/16 3 OA 16-06 City of Elk River Ordinance Amendment, ZC PC — 6/28/16 Distilleries CC — 7/18/16 4. V 16-05 Werk Variance for deck, 18681 Ulysses St NW BS BOA — 6/28/16 P 16-07 Venture Pass Partners, LLC, Preliminary and Final PC — 6/28/16 5 SP 16-05 Plat for ER Ventures Addition, Site Plan for BS CC — 7/18/16 PetSmart 6• CR 16-03 Spectrum School, 17796 Industrial Cir NW, CL CC — 6/20/16 Concept Review for Addition 7 V 16-06 Church of St. Andrews, 534 4'" Street NW CL BOA 6/28/16 P 16-09 ERX Tech Shops, Aggregate Commercial Fourth CL PC — 6/28/16 CU 16-18 Addition Preliminary & Final Plat, CLIP CC --- 7/18/16 OA 16-05 City of Elk River Ordinance Amendment, XCR CL PC — 6/28/16 CC — 7/18/16 10. CU16-19 Lake State Recycling, Amend CUP, 19131 CL PC — 6/28/16 Industrial Blvd. CC 7/18/16 PLEASE LABEL YOUR MEMO WITH YOUR COMMENTS A5 FOLLOWS: SPR Memo—(department name) OUTSIDE AGENCIES — PLEASE USE OWN LETTER HEAD FOR COMMENTS C CenterPoint, Energy June 8, 2016 Chris Leeseberg Senior Planner 700 West Linden Avenue PO Bax 1155 Minneapolis, MN 55440-1155 RE: Site Plan Review, Item #1 Road Easement Vacation Pipe Portfolio (Cretex) Dear Mr. Leeseberg: With reference to the proposed Item #1, road Easement Vacation Pipe Portfolio (Cretex) also known as Meadowvale road, CenterPoint Energy does have an existing 2" steel Class 6 (55psig) distribution gas main in Meadowvale road being vacated. Since this gas main is an important part of our distribution system in this area, we must object to this proposed Vacation unless suitable easement rights are reserved to CenterPoint Energy, pursuant to MnSta 160.29 & MnRule 7819.3200. Please reserve an easement to CenterPoint Energy, created by and within the document establishing the RLS and filed with the Sherburne County Recorder's office, over the following area of the proposed street vacation: Should construction require relocation of the gas main we may consider removing our objection should the petitioner wish to reimburse CenterPoint Energy the cost of relocating the existing gas main. Additionally, the petitioner must create any easements necessary for such relocation. Please inform the petitioner to contact Andrew Balgobin, Administrative Engineer at 612.321.5426 to discuss this and any other options that may be available. Thank you for the advance notice and as always, please send me a copy of the "final action" map. Respectfully, CENTERPOINT ENERGY l u c_k , t. 6. Chuck Mayers SR/WA Right -of -Way Agent III pc: Andrew Balgobin, Administrative Engineer Mark Johnson, Supervisor James Carlson, Foreperson advanced Nathen Nazareno, Engineer Item 1. - EV 16-11 To: City of Elk River From: Marinus Van Putten, Attorney for Applicant Date: May 13, 2016 Re: Narrative regarding Vacation of Easements We represent PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership, Pipe") purchaser of the Cretex plant in Elk River ("plant"). A portion of the plant was subject to street easements which we are asking the City of Elk River to vacate. Pipe and its predecessors in title had cut off the road easements described below as the easements ended at the plant's property and the only one using the easement was the plant. As a result, plant fenced of its property and the easements more than 20 years ago. The fencing has not affected the public as the public did not use the access into the plant. In 1992, according the minutes of the Elk River City Council, a vacation of the casements was approved but the follow up of obtaining and recording the resolution vacating was never recorded. The plant has now been sold to Pipe and they are now asking the City to vacate that part of Meadow -vale Road (previously vacated by Sherburne County), 8a' Street and Industrial Boulevard described as follows. Parcel 1. That part of Meadowvale Road, also known as Military Road, as shown on the plat of AUDITOR'S SUBDIVISION NO. 3, which adjoins Lots 11, 12, 13, 14, and 15 of said AUDITOR'S SUBDIVISION NO. 3 and which lies East of the extension North of the East line of Upland Ave. NW, also known as County Highway No. 44. Parcel 2: That part of Industrial Boulevard which lies West of the extension North of the West line of Quinn Avenue, located over, under and across part of AUDITOR'S SUBDIVISION NO. 3. Parcel 3: That part of 8a' Street which lies West of the Quinn Avenue, located over, under and across pail of AUDITOR'S SUBDIVISION NO. 3. Parcels 2 and 3 have improvements that encroach. Parcel I was a County Road that was vacated in 1969 by the Sherburne County pursuant to Commissioner's Minutes No. 14. No record of the creation of the road could be found in the office of the Sherburne County Recorder. Z LLL 10 tt5 w ti 7 p W Q a Rear 3c mbPCef # o d o- vZ O N Cc, r Cc Cc] N Q v < wwaztz z v n o Is- U- LL• l m J fq C O z Q y_.rU------ Z v° o '-co U c 2m uj ILI- o a N 0 f: 'o DH U w id wed c+a ala o o°cz¢z a z z M A v \ C; a A_"\\ z coZN O LU C3 LoLl a zLU Cr W ooZ` — — _ — — wt"w \\ \\\ LL0 3wfL •\ x o0 o cq ` Lu oL) N C zw J ! IL -U- w N N N ti Z Oar 1811OoN 2!1n o EwU J SC6C Rio N a° c m TUU 0LL.O Q O Y° N zma1 m amua Lir ma$ j z r x(90. 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OUQ n-000 S, MN 3AV ONVldn 403NIl 1SV3 3HL d0 NOIsNILM Altl3H1.MON AtlM d01HOIf5 01lBfld MN and aNVIdn fib 'ON 'H'O oQ Fe 1 V, Qo o} MR AV G NVIdn.- is A Gi MN DAV 10- 1, Al MR AV G NVIdn.- is A Gi MN DAV 10- 1, MR AV G NVIdn.- is A Gi MN DAV City of Elk River Resolution 16- A Resolution of the City of Elk River to Vacate Three Road Right -of -Way Easements Case No. EV 16-11 WHEREAS, application has been made by the property owner to vacate the road right-of- way easements described in Exhibit A attached hereto; and, WHEREAS, vacation of the easements are appropriate as the applicant owns all of the property around the easements, and the easements no longer provide necessary public access to a parcel; and WHEREAS, a public hearing was held on June 20, 2016, before the City Council of the City of Elk River on such request after published and posted notice had been given, and all persons interested were given an opportunity to be heard at the public hearing. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River, Minnesota, as follows: 1. The petition to vacate the road right-of-way easements described in Exhibit A is hereby granted; and, 2. Vacation of the easements described in Exhibit A shall be effective at the time of recording of the document. Passed and adopted this 20"' day of June, 2016. John J. Dietz, Mayor ATTEST: Tina Allard, City Clerk P O w E R E U 9 1 AUR Exhibit A Meadowvale Road Easement: That part of Meadowvale Road, also known as Military Road, as shown on the plat of AUDITOR'S SUBDIVISION NO. 3, which adjoins Lots 11, 12, 13, 14, and 15 of said AUDITOR'S SUBDIVISION NO. 3 and which lies East of the northerly extension of the East line of Upland Ave. NW, also known as County Highway No. 44. Unnamed Road Easement: That part of 8th Street which lies West of the Quinn Avenue, located over, under and across part of AUDITOR'S SUBDIVISION NO. 3. AND That part of 8th Street which lies West of the Quinn Avenue, located over, under and across part of AUDITOR'S SUBDIVISION OF LOT 6 OF AUDITOR'S SUBDIVISION NO. 3. Industrial Boulevard Easement: That part of Industrial Boulevard which lies West of the northerly extension of the West line of Quinn Avenue, located over, under and across part of AUDITOR'S SUBDIVISION NO. POWERED 0Y AUR City of Elk River Resolution 17- A Resolution of the City of Elk River to Vacate Utility Easements Case No. EV 17-01 WHEREAS, pursuant to Minnesota Statutes Section 412.851, after two (2) weeks' published and posted notice of the hearing and after mailing written notice of the hearing at least ten (10) days before the hearing to each property owner affected by the proposed vacation, the Elk River city Council has conducted a hearing to consider the vacation of the utility easements legally described on the attached Exhibit"A" ("Easements"); and WHEREAS, vacation of the easements are appropriate as the vacated easements no longer provide appropriate access to the infrastructure and will be replaced with utility easements that satisfy current access and maintenance standards; and WHEREAS, a public hearing was held on April 17, 2017,before the City Council of the City of Elk River on such request after published and posted notice had been given, and all persons interested were given an opportunity to be heard at the public hearing; and WHEREAS, it appears that it is in the public interest to vacate the Easements; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River,Minnesota, as follows: 1. The Easements described on the attached Exhibit A are hereby vacated upon the Owner of the Subject Property granting replacement easements approved by the City both in form and legal description; 2. The City Clerk is directed to file a certified copy of this Resolution with the County Auditor and County Recorder/Registrar of Titles in accordance with the terms of this Resolution. NATUREJ Passed and adopted this 17I day of April 2017. John J. Dietz,Mayor ATTEST: Tina Allard, City NATUREI Exhibit A Easements 1. The easement for utility purposes located within the Subject Property granted by Cretex Companies,Inc. to the City of Elk River by quit claim deed dated September 22, 1975 and filed on September 26, 1975 as Document Number 133188 with the Office of the County of Sherburne Registrar of Deeds; 2. The easement for utility purposes located within the Subject Property granted by Myrtle V. Patenaude to the Village of Elk River by warranty deed dated April 18, 1960 and filed on January 7, 1964 as Document Number 98435 with the Office of the County of Sherburne Registrar of Deeds; 3. The easement for utility purposes located within the Subject Property granted by Elk River Concrete Products Company to the Village of Elk River by easement dated June 6, 1946 and filed on June 21, 1947 as Document Number 72031 with the Office of the County of Sherburne Registrar of NATUREJ Resolution 17-____ A Resolution of the City of Elk River to Quit Claim a Portion of a Vacated Right-of-Way WHEREAS, Pipe Portfolio Owner (Multi) LP, a Delaware limited partnership, (“Owner”) is the fee owner of real property legally described in Exhibit A (“Owner Parcel”); and WHEREAS, on June 20, 2016, the City Council agreed to vacate three rights-of-way no longer needed for public travel; and WHEREAS, to give effect to the vacation of a portion of one of the rights-of-way, it is necessary to execute and deliver a quit claim deed to that portion of the right of way; and WHEREAS, it appears that it is in the public interest to execute and deliver the quit claim deed; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River, Minnesota, as follows: 1. The quit claim deed attached as Exhibit B to this resolution is hereby approved and the Mayor and City Clerk are hereby authorized to execute and deliver the quit claim deed upon the owner of the underlying Property granting replacement easements for the vacated rights-of-way approved by the city both in form and legal description Passed and adopted this 17th day of April 2017. John J. Dietz, Mayor ATTEST: Tina Allard, City Clerk Exhibit A Property Exhibit B Quit Claim Deed 1 191925v1 (Reserved for Recording Data) QUIT CLAIM DEED STATE DEED TAX DUE HEREON: $1.65 Dated: ___________________, 2017. FOR VALUABLE CONSIDERATION, CITY OF ELK RIVER, a Minnesota municipal corporation, Grantor, hereby conveys and quitclaims to PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership, Grantee, real property in Sherburne County, Minnesota, described as follows: That part of the Northwest Quarter of the Northeast Quarter of Section 33, Township 33, Range 26, Sherburne County, Minnesota, described as follows, which lies West of the northerly extension of Quinn Avenue: Beginning at the northwest corner of the Southwest Quarter of the Northeast Quarter of Section 33, Township 33, Range 26 and running thence east along the east and west 1/16 section line of the Northeast Quarter of said Section 33, a distance of 914.8 feet; thence north a distance of 33 feet; thence west and parallel to above 1/16 section line, a distance of 914.8 feet; thence south a distance of 33 feet to the point of beginning and being a part of Lot 8, Auditor’s Subdivision No. 3, Sherburne County, Minnesota. together with all hereditaments and appurtenances belonging thereto. Grantor certifies that Grantor is unaware of any wells on the above described property. The consideration for this transfer was less than $500.00. 191925v1 2 CITY OF ELK RIVER BY: John J. Dietz, Mayor AND: Tina Allard, City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF SHERBURNE ) The foregoing instrument was acknowledged before me this ________ day of ______________, 2017, by John J. Dietz, Mayor and Tina Allard, City Clerk of the City of Elk River, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. NOTARY PUBLIC Check here if part or all of the land is Registered (Torrens) Tax Statements for the real property described in this instrument should be sent to: Pipe Portfolio Owner (Multi) LP DRAFTED BY: CAMPBELL KNUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: 651-452-5000 AMP/cjh GRANT OF PERMANENT EASEMENTS THIS GRANT OF PERMANENT EASEMENTS (this “Grant of Easements”) is made on this ______ day of _________________, 2017, by Pipe Portfolio Owner (Multi) LP, a Delaware limited partnership (“Grantor”) to the City of Elk River, a Minnesota Municipal Corporation, situated in Sherburne County, Minnesota (“Grantee”). RECITALS Grantor is the owner in fee simple of real property located in the County of Sherburne, Minnesota, which is legally described on Exhibit A attached hereto (the “Property”). Grantor has requested that Grantee vacate and convey to Grantor certain existing easements and rights of way on the Property and has agreed to replace those easements and rights of way with a permanent, non-exclusive easements for public utility purposes in, under and upon those portions of the Property legally described on Exhibit B attached hereto. The easements are individually described as “Easement 1,” “Easement 2,” “Easement 3,” “Easement 4,” Easement 5,” “Easement 6,” “Easement 7,” “Easement 8” and collectively referred to herein as “Easements.” NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor: 1. Vacations – Grantee has approved the vacation of the easements legally described on Exhibit C attached hereto contingent upon Grantor providing this Grant of Easements. 2. Quit Claim Deed – Grantee shall deliver to Grantor a quit claim deed and resolution approving the conveyance by Grantee to Grantor of the real property legally described on Exhibit D attached hereto in a timely manner. 3. Grant of Easements – Subject to Grantee’s fulfillment of its obligations set forth in Paragraphs 1 and 2 above, Grantor hereby grants to Grantee, its successors and assigns, permanent, non-exclusive easements permitting Grantee the right to install, operate, maintain, repair, remove and replace water, sewer and electric lines, and related facilities (the “Utility Facilities”) under, on or above the surface of those portions of the Property (the “Easement Areas”) legally described on Exhibit B attached hereto, together with the right of reasonable and necessary ingress and egress to and from the Easement Areas in connection with the exercise of the rights granted herein. The Easements shall permanently run with the title to the Property and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, and assigns, including, but without limitation, to all subsequent owners of the Property and the Easement Areas and all persons claiming under them. 4. Use of Easement Areas by Grantor – Grantor hereby agrees that Grantor will not perform or allow or cause the construction of any structures or other improvements on the Easement Areas, including fencing or landscaping, which could damage or obstruct the Utility Facilities or interfere with Grantee’s access to or Grantee’s right to construct, maintain, and repair the Utility Facilities. Grantor hereby reserves and retains all other property rights in and to the Easement Areas, including without limitation, the right to use the Easement Areas for any purpose whatsoever, including, but not limited to, the right to use, maintain and/or operate any Encroachments (hereinafter defined), so long as such use does not interfere with Grantee’s rights hereunder. Grantor agrees that Grantee’s approval will be required before the installation of any new improvements in the Easement Areas, including the installation of fences, trees or other landscaping; provided, however, Grantee agrees to grant such approval so long as the proposed improvement will, in Grantee’s judgment, not interfere with Grantee’s rights hereunder. 5. Conduct of Work and Notification – Any installation, maintenance, replacement, repair and/or removal of the Utility Facilities performed by Grantee, its agents and employees, shall be performed at Grantee’s sole cost and expense after thirty (30) days’ notice to the Grantor, except that Grantor may waive this notice period and, in an emergency, the work may be initiated by Grantee after reasonable notice. 6. Prohibition Against Liens – Grantee shall not permit any mechanics’, materialmen’s or other liens to be filed against the Property or any part thereof for work or materials furnished Grantee in connection with the Easements. 7. Easement 1 Requirements. A. Grantor placed improvements within the original easement description for the Utility Facilities located in Easement 1. The City agrees to vacate the original easement description and provide a new legal description for the Utility Facilities as provided in Easement 1 which will place the existing Utility Facilities on the west boundary of the Easement Area, rather than in the center of the Easement Area. B. Grantor agrees that Grantor is fully responsible and liable for any and all damage caused to the Grantor’s improvements located within 10 feet of the westerly boundary of Easement 1 and agrees to indemnify and hold the Grantee harmless from any damage caused to such improvements in connection with the use, maintenance, repair or replacement of the utility located within Easement 1. C. If at any time, Grantee’s Utility Facilities or Grantee’s ability to access or exercise its rights under this Agreement are inconsistent with the Grantor’s use of Grantor’s Property for the improvements identified in Paragraph 7B of this Easement Agreement, Grantor shall remove the improvements or provide an alternate easement and relocation of the public utilities, or propose another option sufficient to address the Grantee’s need to occupy or access the Easement Areas, at Grantor’s sole cost and expense, including the relocation of the Utility Facilities. Upon relocation of the Utility Facilities, the Grantee shall vacate the relevant portion of the Easement Areas replaced by the alternative easement. Grantee will give the Grantor thirty (30) days advance written notice of the need to remove the improvements or provide an alternate easement and relocation of the Utility Facility, except that no notice period will be required in the case of an emergency condition as determined solely by the Grantee. If Grantor fails to remove the improvement, Grantee may remove the improvement to the extent it impacts the Grantee’s use of the Easement Areas or operation of its Utility Facilities within the Easement Area and charge the cost of removal back to the Grantor for reimbursement. 8. Indemnification. A. Grantee agrees to indemnify and to hold harmless the Grantor and its agents, contractors, licensees or invitees from and against any and all claims, of every person, including without limitation, employees, agents, contractors, invitees, and permittees of the Grantee, resulting from, arising out of, or in any way connected with the exercise of the privileges and rights of the Grantee, except for any negligence on the part of Grantor, its agents, contractors, licensees or invitees and except as otherwise provided under this Agreement. B. Grantor agrees to indemnify and to hold harmless the Grantee, its officers, employees and agents from and against any and all claims of every person, including without limitation, employees, agents, contractors, invitees, and permittees of the Grantor, resulting from, arising out of, or in any way connected with the Grantor’s use of the Easement Areas authorized under Paragraph 4 of this Agreement, except for any negligence on the part of Grantee, its agents, contractors, licensees or invitees. 9. Encroachments. A. Grantee hereby approves the existing encroachments in the Easement Areas caused by Grantor’s building/structures as described on Exhibit E (each, an “Encroachment” and collectively, the “Encroachments”). All Encroachments on the Easement Area shall be at the sole risk of Grantor and no part or loss or damage thereto from whatever cause is to be charged or borne by Grantee, unless caused by the intentional misconduct or gross negligence of Grantee, its employees, agents or contractors. Grantee will exercise due care and diligence to avoid injury or damage to Encroachments in Easement Areas. B. Grantee may terminate the authorization of any or all of the Encroachments granted hereunder if at any time it is necessary for the Grantee to occupy or access the Utility Facilities or Easement Areas and the applicable Encroachment is inconsistent with the Grantee’s use of the Easement Areas, unless Grantor provides an alternate Easement Area to relocate the applicable Utility Facility within 30 days of notice by Grantee. In conjunction with the foregoing, the parties shall work in good faith to amend this Grant of Easements as necessary. All costs, including but not limited to the cost of any survey work, relocation of the applicable Utility Facility and processing and recording any easement amendments and vacations, shall be at Grantor’s sole cost and expense. 10. Assignability. This Grant of Easements may not be assigned or transferred to any third party by Grantee without the prior written approval of Grantor and shall automatically terminate if any effort is made to assign or transfer it without written approval. 11. Warranty of Title – Grantor represents and warrants to Grantee that Grantor is the only owner of fee simple title to the Property and that, to Grantor’s knowledge, there are no (i) owners or mortgages, contracts for deed, leases, rental agreements, occupancy agreements, or (ii) any other encumbrances or verbal or written agreement of any nature whatsoever affecting title to the Property except matters of record. Grantor, on behalf of itself, its successors and assigns, hereby indemnifies and holds harmless Grantee against and from any and all claims for loss, damage, or expenses which may be incurred by Grantee based upon any claim from a party whose consent was required (but was not obtained) for this Grant of Easements. 12. Severability. The invalidity of any portion of this Grant of Easements will not and shall not be deemed to affect the validity of any other provisions. In the event that any provision of this Grant of Easements is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 13. Entire Agreement. This Grant of Easements constitutes the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Grant of Easements shall not be binding on any party except to the extent incorporated by this Grant of Easements. 14. Amendments. Any modification of this Grant of Easements or additional obligation assumed by either party in connection with this Grant of Easements shall be binding only if evidenced in writing signed by each party or an authorized representative of each party. 15. Governing Law. It is agreed that this Grant of Easements shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota. 16. Permanent. The terms and provisions of this instrument shall run with the land, and shall extend to and be binding is upon Grantor, Grantor’s heirs, legal representatives, successors, and assigns. [signature page follows] IN WITNESS WHEREOF, the parties hereto have executed this Grant of Easements on the above date. GRANTOR: PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership By: PIPE PORTFOLIO GP LLC, a Delaware limited liability company, its general partner By: WPC HOLDCO LLC, a Maryland limited liability company, its sole member By: W. P. CAREY INC., a Maryland corporation, its sole member By: Name: Title: GRANTEE: CITY OF ELK RIVER By: John J. Dietz Its: Mayor By: Tina Allard Its: City Clerk Drafted by: City of Elk River 13065 Orono Parkway Elk River, MN 55330 STATE OF _______________ ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this day of , 2017, by ________________________, the __________________ of W. P. CAREY INC., a Maryland corporation, as sole member of WPC HOLDCO LLC, a Maryland limited liability company, as sole member of PIPE PORTFOLIO GP LLC, a Delaware limited liability company, as general partner of PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF SHERBURNE ) The foregoing instrument was acknowledged before me this _____ day of _______________, 2017, by John J. Dietz, the Mayor, and Tina Allard, the City Clerk of the City of Elk River, a Minnesota Municipal Corporation, on behalf of the corporation. Notary Public EXHIBIT A LEGAL DESCRIPTION OF PROPERTY File No.: 01040-17971a Parcel 1 All that part of Lot Fourteen (14) of Auditor's Subdivision No. 3, (said Lot 14 being a part of the Northeast Quarter of the Northwest Quarter (NE 1/4 of NW 1/4) of Section Thirty-three (33), Township Thirty-three (33), Range Twenty-six (26)), and all of that part of the Southeast Quarter of the Southwest Quarter (SE 1/4 of SW 1/4) of Section Twenty-eight (28), Township Thirty-three (33), Range Twenty-six (26), South of the Railroad right-of-way, that lies west of the following described line: Beginning at a point on the north line of the right-of-way of the Meadow Vale road which is 230 feet northwesterly of the intersection of said north right-of-way line with the west line of Lot 13 of Auditor's Subdivision No. 3; thence northeast 70 degrees angle right for 120 feet to an iron stake, thence at angle right 76 degrees and 30 minutes to a second iron stake a distance of 60 feet; thence north parallel with the east line of said Lot 14 of Auditor's Subdivision No. 3, a distance of 783 feet to the South line of right-of-way of the Northern Pacific Railway, and there terminating. All of said lands lying and being in the County of Sherburne and State of Minnesota; EXCEPT that part of the West 276.20 feet of Lot 14, Auditor's Subdivision No. 3 City of Elk River, Sherburne County, Minnesota lying northerly of Meadowvale Road, formerly known as Sherburne County Road No. 44. Parcel 2 That part of Lot 14, Auditor's Subdivision No. 3, Village of Elk River, Sherburne County, Minnesota, lying Northerly of the Meadowvale Road, lying Westerly and Southerly of Line 1 as hereinafter described; and lying Southerly and Easterly of Line 2 as hereinafter described. Line 1 is described as follows: Beginning at the Northeast corner of Lot 13 of said Auditor's Subdivision No. 3; thence West along the North line of said Lot 13 a distance of 100 feet to the point of beginning of said Line; thence North at right angles a distance of 60 feet; thence West parallel with the North line of said Lot 13 a distance of 84.5 feet, more or less, to the Westerly line of said Lot 13, extended Northerly; thence North along said extended line a distance of 90 feet; thence West parallel with the aforesaid North line of said Lot 13 to an intersection with Line 2 as hereinafter described. Line 2 is described as follows: Beginning at the intersection of the West line of Lot 13, Auditor's Subdivision No. 3, Village of Elk River, and the North right-of-way line of Meadowvale Road; thence Northwesterly along said North line of Meadowvale Road 230 feet to the point of beginning of the line to be described; thence Northeast 70 degrees angle right for 120 feet to an iron stake; thence right 76 degrees and 30 minutes to a second iron stake a distance of 60 feet; thence North parallel with the East line of said Lot 14, Auditor's Subdivision No. 3, to an intersection with Line 1 above described. AND That part of Lot 14, AUDITOR'S SUBDIVISION NO. 3, and that part of the Southeast Quarter of the Southwest Quarter (SE 1/4 of SW 1/4) of Section 28, Township 33, Range 26, described as follows: Beginning at the Northeast corner of Lot 13 of said AUDITOR'S SUBDIVISION NO. 3; thence West along the North line of said Lot 13 a distance of 100 feet; thence North at right angles a distance of 60 feet; thence West parallel with the North line of said Lot 13 a distance of 84.5 feet, more or less, to the Westerly line of said Lot 13 extended Northerly; thence North along said extended line a distance of 90 feet; thence West parallel with the aforesaid North line of Lot 13 to an intersection with the following described line: Commencing at the intersection of the West line of Lot 13 of AUDITOR'S SUBDIVISION NO. 3 with the North line of the right-of-way of the Meadowvale Road; thence Northwesterly along said North line 230 feet; thence Northeast 70 degrees angle right for 120 feet; thence angle right 76 degrees 30 minutes 60 seconds to the point of beginning of the line to be intersected; thence North parallel with the East line of said Lot 14 to the aforesaid point of intersection; thence North along said line pa rallel with the East line of said Lot 14 to an intersection with the South right- of-way of the railroad; thence Southeasterly along said right-of-way line to the NW corner of Lot 11 of said AUDITOR'S SUBDIVISION NO. 3; thence South along the line between Lots 14 and 11 of said AUDITOR'S SUBDIVISION NO. 3 to the point of beginning. Parcel 3 Lot Thirteen (13), Auditor's Subdivision No. 3, in the Village of Elk River, Sherburne County, Minnesota. Parcel 4 That part of Lot 11, AUDITOR'S SUBDIVISION NO. 3, Village of Elk River, Sherburne County, Minnesota, lying Northeasterly of the Meadowvale Road, except beginning at a point on the Northeasterly right-of-way line of said road, 232.95 feet measured at right angles East of the West line of said Lot 11; thence North parallel to said West line 153 feet; thence Easterly at right a ngles to the Easterly line of said Lot 11; thence Southerly along said Easterly line to the aforesaid right-of-way line; thence Northwesterly along said right-of-way line to the point of beginning, reserving, however, an easement for purposes of a sewer main and water main over and across a strip of land 15 feet in width commencing at the intersection of the North line of the Meadowvale Road, so-called, with a line parallel with and 232.95 feet distant East of the West line of said Lot 11; thence North and parallel to said West line 153 feet; thence East at right angles to the East line of said Lot 11; thence North to the Northeast corner of said Lot 11; thence Northwesterly along the South line of the ra ilroad right-of-way to the Northwest corner of said Lot 11 and there terminating. AND A part of Lot 11, Auditor's Subdivision No. 3, Village of Elk River, Sherburne County, Minnesota, lying adjacent to the so-called Meadowvale Road described as follows: Commencing at a point on the South line of said Lot 11 that is 232.95 feet distant from the West line of Lot 11 measured at right angles to said West line of Lot 11 of its extension; thence Northerly parallel to West line of Lot 11 a distance of 176.65 feet to point of beginning; thence continue on said Northerly course a distance of 153 feet; thence at right angles 90 degrees direction of Easterly a distance of 120 feet; thence at right angles 90 degrees South a distance of 234.85 feet to the Northerly line of said Meadowvale Road; thence Northwesterly along said right-of-way line a distance of 145.17 feet, more or less, to point of beginning. AND The South Sixty (60) feet of that part of Lot Eleven (11), Auditor's Subdivision No. 3, City of Elk River, Sherburne County, Minnesota, described as follows: Commencing at the Southwest (SW) corner of said Lot Eleven (11), thence East along the South line of said Lot Eleven (11) a distance of 100 feet; thence at right angles North and parallel with the West line of said Lot Eleven (11) to the South line of the County Road known as the Meadowvale Road as located and established across said Lot Eleven (11) on July 1, 1972; thence Northwesterly along the South line of said road to the West line of said Lot Eleven (11); thence South on the West line of said Lot Eleven (11) to the point of beginning. AND That part of Lot Eleven (11), Auditor's Subdivision No. 3, Sherburne County, Minnesota, described as follows: Commencing at the Southwest corner of said Lot 11; thence East along the South line of said Lot 11 a distance of 100 feet; thence at right angles North and parallel to the West line of said Lot 11 to the South line of the County Road known as the Meadowvale Road as presently located and traveled across said Lot 11; thence Northwesterly along the south line of the said County Road to the West line of Lot 11; thence South on the West line of Lot 11 to the point of beginning, except for the South 60 feet thereof. AND That part of Lot Eleven (11) of Auditor's Subdivision No. 3, Sherburne County, Minnesota, described as follows: Commencing at a point 150 feet East and Sixty (60 ) feet North of the Southwest corner of said Lot Eleven (11); thence North and parallel to the West line of said Lot Eleven (11) to the South line of the Meadowvale Road, so-called; thence Northwesterly on and along the South line of Meadowvale Road to the intersection thereof with a line running parallel with and 100 feet distant East of the West line of said Lot Eleven (11); thence South and parallel with said West line to a point Sixty (60) feet distant North from the South line thereof; thence Easterly Fifty (50) feet, more or less, to the point of beginning. AND Lot 12 of Auditor's Subdivision No. 3 and that part of Lot 15 of Auditor's Subdivision No. 3 that lies East of the County road running North and South through said Lot 15, being a part of th e Northeast Quarter of Northwest Quarter of Section 33, Township 33, Range 26, Sherburne County, Minnesota ; AND That part of Lot 23, Auditor's Subdivision No. 3, Village of Elk River, Sherburne County, Minnesota, described as follows: Beginning at a point on the East line of said Lot 23, 480 feet South of the Northeast corner thereof; thence North along the East line of said Lot 23, 480 feet to the Northeast corner thereof; thence West along the No rth line of said Lot 23 to the Northwest corner thereof; thence South on the West line 488 feet, more or less, to the intersection with the Northerly right of way line of U.S. Highway 10; thence Southeasterly along the northerly right of way line of U.S. Highway 10 to the East line of said Lot 23; thence North on the East line of said Lot 23 to the point of beginning. AND That part of Lot Eight (8), Auditor's Subdivision No. 3, in the Village of Elk River, Sherburne County, Minnesota, lying Northerly of a line 360 feet distant North of the iron pipe at the Southwest corner of said Lot Eight (8); thence Easterly and parallel with the South line of said Lot Eight (8) to the Great Northern Railroad right-of-way and there termin ating EXCEPT that part of Lot Eight (8) Auditor's Subdivision No. 3 lying Northerly of a line commencing at a point on the West line of said Lot Eight (8), 360 feet distant North of the iron pipe at the Southwest corner of said Lot Eight (8); thence Easterly and parallel with the South line of said Lot Eight (8) to the Great Northern Railroad right-of-way and there terminating; and West of a line running par allel with and distant 240 feet distant East of the West line of said Lot Eight (8). AND That part of Lot Eight (8), Auditor's Subdivision No. 3, in the Village of Elk River, Sherburne County, Minnesota, lying southerly and westerly of the following described line: Commencing at a point on the West line of said Lot Eight (8), 300 feet north of the southwest corner running thence easterly and parallel with the South line of said Lot 8 to a point 60 feet distance from the southwesterly line of the right of way of the Burlington Northern Railroad; thence Southeasterly and parallel with said southwesterly right of way line to the northerly extension of the West line of Quinn Avenue thence South along the Westerly line of Quinn Avenue to the South line of said Lot 8; and also all of Lot 8 Lying East of Quinn Avenue. EXCEPT Beginning at the northwest (NW) corner of the southwest (SW) 1/4 of the northeast (NE) 1/4 of section 33, twp.33, range 26 and running thence east along the east and west 1/16 section line of the northeast 1/4 of section 33, twp.33, range 26, a distance of 914.8 feet, thence north a distance of 33 feet, thence west and parallel to above said 1/16 section line a distance of 914.8 feet, thence south a distance of 33 feet to the point of beginning; being a part of Lot 8, Auditor’s Subdivision No. 3, to the Village of Elk River, Minnesota. ALSO EXCEPT That part of Lot Eight (8) of Auditor's Subdivision No. 3, according to the duly recorded plat thereof, lying Easterly of the Northerly extension of the East line of Quinn Avenue, as presently located and established in the City of Elk River. Parcel 5 Lots 8, 9, 10 , 11 and 12, Plat of Auditor’s Subdivision of Lot 6 of Auditor's Subdivision No 3 Elk River. AND All that portion of the Burlington Northern Railroad Company's (formerly the Great Northern Railway Company) 35.0 foot wide Spur Tract right of way, being 10.0 feet wide on the Easterly side and 25.0 feet wide on the Westerly side of said Railroad Company's Spur Track centerline, as originally located and constructed upon, over and across the SW1/4NE1/4 of Section 33, T33N, R26W, 4th P.M., Sherburne County, Minnesota; bounded on the South by a line drawn parallel with and distant 112.5 feet Northerly of, as measured radially to, the centerline of Minnesota Trunk Highway No. 10-3, as surveyed, located and constructed and bounded on the Easterly side by the centerline of Quinn Stre et in the Village of Elk River, Minnesota, according to the recorded plat thereof. Parcel 6 Lot Seven (7), of Auditor's Subdivision Number Three (3), in the Village of Elk River, Sherburne County, Minnesota. Parcel 7 That part of Meadowvale Road, also known as Military Road, as shown on the plat of AUDITOR'S SUBDIVISION NO. 3, Sherburne County, Minnesota, which adjoins Lots 11, 12, 13, 14, and 15 of said AUDITOR'S SUBDIVISION NO. 3 and which lies east of the extension North of the East line of Upland Ave. NW, also known as County Highway No. 44. Parcel 8 That part of Industrial Boulevard which lies west of the extension north of the West line of Quinn Avenue, located over, under and across part of AUDITOR'S SUBDIVISION NO. 3, Sherburne County, Minnesota. Parcel 9 Those parts of 8th Street which lie west of Quinn Avenue located over, under and across part of AUDITOR'S SUBDIVISION NO. 3, Sherburne County, Minnesota, and over and across part of Auditor’s Subdivision of Lot 6 of AUDITOR'S SUBDIVISION NO. 3, Sherburne County, Minnesota more particularly described as follows: That part of the Southwest ¼ of the Northeast ¼ of Section 33, Township 33, Range 26, Sherburne County, Minnesota, described as follows, that lies West of the northerly extension of Quinn Avenue: Beginning at the northwest corner of the Southwest ¼ of the Northeast ¼ of Section 33, Township 33, Range 26 and running thence east along the east and west 1/16 section line of the Northeast ¼ of said Section 33, a distance of 914.8 feet; thence north a distance of 33 feet; thence west and parallel to above 1/16 section line, a distance of 914.8 feet; thence south a distance of 33 feet to the point of beginning and being a part o f Lot 8, Auditor ’s Subdivision No 3, Sherburne County, Minnesota; AND That part of the following described tract l ying within Auditor’s Subdivision of Lot 6 of Auditor’s Subdivision No. 3 Elk River: All that part of Lot Six (6) of AUDITOR’S SUBDIVISION NO. Three (3) in the Village of Elk River, Sherburne County, Minnesota, that lies north and west of the Great Northern Railway Spur Right of Way as the same is now located and constructed over and across said tract, and west of the northerly extension of the west line of Hope Street as shown on the duly recorded plat of W. H. Houltons’ Addition to the Village of Elk River; That lies North of the north lot line of Lot 12 of Auditor’s Subdivision of Lot 6 of Auditor’s Subdivision No. 3 Elk River, according to the recorded plat thereof in Sherburne County, Minnesota; and That lies South of the North line of Lot Six (6) of AUDITOR’S SUBDIVISION NO. Three (3) in the Village of Elk River, according to the recorded plat thereof in Sherburne County, Minnesota. Abstract. EXHIBIT B LEGAL DESCRIPTION OF EASEMENT AREAS Easement 1 A 20 foot wide drainage and utility easement over, under and across that part of Lot 12, the unnamed road north of Lot 12, Lot 11, and Spur Track as shown on the plat of AUDITOR’S SUBDIVISION OF LOT 6 OF AUDITOR’S SUBDIVISION NO. 3, said easement lying 1.00 foot to the right and 19.00 feet to the left of the following described line: COMMENCING at the northwest corner of AUDITOR’S SUBDIVISION OF LOT 6 OF AUDITOR’S SUBDIVISION NO. 3; thence North 89 degrees 06 minutes 43 seconds East, assumed bearing, along the north line of said AUDITOR’S SUBDIVISION OF LOT 6 OF AUDITOR’S SUBDIVISION NO. 3, a distance of 161.00 feet to the POINT OF BEGINNING; thence South 00 degrees 09 minutes 30 seconds West, a distance of 822.30 feet to a point on the northerly right of way line of U.S. Highway 10 and said line there terminating. The sidelines of said easement shall be lengthened or shortened so as to terminate on said north line of AUDITOR’S SUBDIVISION OF LOT 6 OF AUDITOR’S SUBDIVISION NO. 3 and said northerly right of way line of U.S. Highway 10. Easement 2 A drainage and utility easement over, under and across that part of Lot 8, AUDITOR’S SUBDIVISION NO. 3 and that part of unnamed road north of Lot 12, AUDITOR’S SUBDIVISION OF LOT 6 OF AUDITOR’S SUBDIVISION NO. 3 lying southerly of the following described “Line A” and northerly of the following described “Line B”: “LINE A” COMMENCING at the southwest corner of Lot 8, AUDITOR’S SUBDIVISION NO. 3, thence North 00 degrees 01 minutes 15 seconds East, assumed bearing, along the west line of said Lot 8, a distance of 38.93 feet to the POINT OF BEGINNING of said “Line A”; thence South 53 degrees 44 minutes 59 seconds East, a distance of 41.68 feet; thence North 88 degrees 58 minutes 57 seconds East, a distance of 127.21 feet; thence North 89 degrees 03 minutes 19 seconds East, a distance of 466.57 feet; thence North 89 degrees 59 minutes 48 seconds East, a distance of 220.74 feet to the west right of way line of Quinn Ave and said line there terminating. “LINE B” COMMENCING at said southwest corner of Lot 8, AUDITOR’S SUBDIVISION NO. 3, thence South 00 degrees 01 minutes 15 seconds West along the west line of AUDITOR’S SUBDIVISION OF LOT 6 OF AUDITOR’S SUBDIVISION NO. 3, a distance of 1.76 feet to the POINT OF BEGINNING of said “Line B”; thence South 58 degrees 03 minutes 41 seconds East, a distance of 28.30 feet; thence North 88 degrees 52 minutes 05 seconds East, a distance of 165.20 feet; thence North 87 degrees 52 minutes 54 seconds East, a distance of 260.58 feet; thence North 89 degrees 59 minutes 14 seconds East, a distance of 317.68 feet; thence South 87 degrees 29 minutes 22 seconds East, a distance of 81.15 feet to the west right of way line of Quinn Ave and said line there terminating. Easement 3 A 20 foot wide drainage and utility easement over, under and across that part of Lot 11, Lot 12, Lot 23, and Military Road as shown on the plat of AUDITOR’S SUBDIVISION NO. 3, the centerline is described as follows: COMMENCING at the southeast corner of Lot 11, thence North 00 degrees 01 minutes 15 seconds East, assumed bearing, along the east line of said Lot 11, a distance of 10.02 feet to the POINT OF BEGINNING of the centerline to be described; thence North 56 degrees 25 minutes 03 seconds West a distance of 33.05 feet; thence North 38 degrees 18 minutes 53 second West, a distance of 11.54 feet; thence South 51 degrees 35 minutes 48 seconds West, a distance of 23.16 feet; thence South 68 degrees 05 minutes 09 seconds West, a distance of 79.62 feet; thence North 88 degrees 28 minutes 32 seconds West, a distance of 78.37 feet; thence North 83 degrees 19 minutes 24 seconds West, a distance of 186.59 feet; thence North 77 degrees 57 minutes 55 seconds West, a distance of 138.58 feet; thence North 03 degrees 03 minutes 56 seconds West, a distance of 209.71 feet; thence North 00 degrees 09 minutes 21 seconds East, a distance of 173.96 feet; thence North 58 degrees 06 minutes 53 seconds West, a distance of 124.81 feet; thence North 54 degrees 19 minutes 43 seconds West, a distance of 146.42 feet to a point on the east right of way line of C.H. 44 / Upland Avenue NW and said centerline there terminating. The sidelines of said easement shall be lengthened or shortened so as to terminate on said east line of Lot 11, the east line of Lot 23, and said east right of way line of C.H. 44 / Upland Ave NW. Easement 4 An easement for drainage and utility purposes legally described as the West 10.00 feet of that part of Lot 23, AUDITOR’S SUBDIVISION NO. 3, Village of Elk River, Sherburne County, Minnesota described as follows: Beginning at a point on the East line of said Lot 23, 480.00 feet South of the Northeast corner thereof; thence North along the East line of said Lot 23, a distance of 480.00 feet to the Northeast corner thereof; thence West along the North line of said Lot 23 to the Northwest corner thereof; thence South on the West line a distance of 488.00 feet more or less, to the intersection with the Northerly right of way line of U.S. Highway No. 10; thence Southeasterly along the northerly right of way line of U.S. Highway No. 10 to the East line of said Lot 23; thence North on the East line of said Lot 23 to the Point of Beginning. AND the West 10.00 feet of that part of Lot 15, AUDITOR’S SUBDIVISION NO. 3, Village of Elk River, Minnesota which lies East of the East line of County Highway No. 44 also known as Upland Ave. Easement 5 An easement for drainage and utility purposes legally described as the East 10.00 feet of Lots 7, 8, 9, and 12, plat of AUDITOR’S SUBDIVISION OF LOT 6 OF AUDITOR’S SUBDIVISION NO. 3. AND the East 10.00 feet of the following described parcel: That part of Lot 8, AUDITOR’S SUBDIVISION NO. 3, Village of Elk River, Minnesota lying southerly and westerly of the following described line: Commencing at a point on the West line of said Lot 8, distant 300.00 feet north of the southwest corner; thence easterly and parallel with the South line of said Lot 8 to a point 60.00 feet distant from the southwesterly line of the right of way of the Burlington Northern Railroad; thence Southeasterly and parallel with said Southwesterly right of way line to the northerly extension of the West line of Quinn Avenue; thence South along the Westerly line of Quinn Avenue to the South line of said Lot 8. EXCEPT that part described as follows: Beginning at the Northwest corner of the Southwest Quarter of the Northeast Quarter of Section 33, Township 33, Range 26, Sherburne County, Minnesota; thence east along the east and west 1/16th Section line of the Northeast Quarter of Section 33, Township 33, Range 26, a distance of 914.80 feet; thence north 33.00 feet; thence west and parallel with the above said 1/16th section line a distance of 914.80 feet; thence south a distance of 33.00 feet to the Point of Beginning: being part of Lot 8, AUDITOR’S SUBDIVISION NO. 3, Village of Elk River, Minnesota AND the East 10.00 feet of that portion of the Burlington Northern Railroad Company’s (formerly the Great Northern Railway Company) 35.00 foot wide Spur Track right of way, being 10.00 feet wide on the Easterly side and 25.00 feet wide on the Westerly side of said Railroad Company’s Spur Track centerline, as originally located and constructed upon, over and across the Southwest Quarter of the Northeast Quarter of Section 33, Township 33, Range 26, Sherburne County, Minnesota; bounded on the South by a line drawn parallel with and distant 112.5 feet Northerly of, as measured radially to, the centerline of Minnesota Trunk Highway No. 10-3, as surveyed and bounded on the Easterly side by the centerline of Quinn Street in the Village of Elk River, Minnesota according to the recorded plat thereof. Easement 6 An easement for drainage and utility purposes over that part of the following described properties: That part of Lot 23, AUDITOR’S SUBDIVISION NO. 3, Village of Elk River, Minnesota described as follows: Beginning at a point on the East line of said Lot 23, 480.00 feet South of the Northeast corner thereof; thence North along the East line of said Lot 23 , 480.00 feet to the Northeast corner thereof; thence West along the North line of said Lot 23 to the Northwest corner thereof; thence South on the West line 488.00 feet. More or less, to the intersection with the Northerly right of way line of U.S. Highway No. 10; thence Southeasterly along the northerly right of way line of U.S. Highway No. 10 to the East line of said Lot 23; thence North on the East line of said Lot 23 to the Point of Beginning. Lot 12, plat of AUDITOR’S SUBDIVISION OF LOT 6 OF AUDITOR’S SUBDIVISION NO. 3 ELK RIVER. AND all that portion of the Burlington Northern Railroad Company’s (formerly the Great Northern Railway Company) 35.00 foot wide Spur Track right of way, being 10.00 feet wide on the Easterly side and 25.00 feet wide on the Westerly side of said Railroad Company’s Spur Track centerline, as originally located and constructed upon, over and across the Southwest Quarter of the Northeast Quarter of Section 33, Township 33, Range 26, Sherburne County, Minnesota; bounded on the South by a line drawn parallel with and distant 112.5 feet Northerly of, as measured radially to, the centerline of Minnesota Trunk Highway No. 10-3, as surveyed, located and constructed and bounded on the Easterly side by the centerline of Quinn Street in the Village of Elk River, Minnesota according to the recorded plat thereof. Which lies South of the following described Line: Commencing at the Northwest corner of Lot 23, AUDITOR’S SUBDIVISION NO. 3, Village of Elk River, Minnesota; thence South 0 degrees 01 minutes 10 seconds East along the West line of said Lot 23 a distance of 488.00 feet to the Northerly right of way line of U.S. Highway No. 10; thence return North 0 degrees 01 minutes 10 seconds West along said West line of Lot 23 a distance of 1.75 feet to the Point of Beginning of the Line to be described; thence South 68 degrees 06 minutes 17 seconds East a distance of 196.11 feet; thence South 67 degrees 57 minutes 36 seconds East a distance of 250.64 feet; thence South 71 degrees 00 minutes 14 seconds East a distance of 240.77 feet; thence South 76 degrees 34 minutes 39 seconds East a distance of 267.57 feet along a line to be referred to as Line A to a point to be referred to as Point 1; thence continue South 76 degrees 34 minutes 39 seconds East along the extension of said Line A, a distance of 50.00 feet; thence on a bearing of South a distance of 8.44 feet to the Northerly right of way line of U.S. Highway No. 10 and there terminating. Except the west 10.00 feet of said Lot 23. Also that part of said Lot 11 described as follows: Beginning at the above referenced Point 1; thence North 13 degrees 25 minutes 21 seconds East a distance of 18.00 feet; thence South 76 degrees 34 minutes 39 seconds East a distance of 12.00 feet; thence South 13 degrees 25 minutes 21 seconds West a distance of 18.00 feet to intersect the southeasterly extension of the above referenced Line A; thence North 76 degrees 34 minutes 39 seconds West along said extension of Line A, a distance of 12.00 feet to the Point of Beginning. For the purpose of this description the bearings are based on the Sherburne County Coordinate System (North American Datum of 1983, 2011 adjustment). Easement 7 A drainage and utility easement over, under, and across that part of Lot 8, AUDITOR’S SUBDIVISION NO. 3, more particularly described as follows: The East 20 feet of the West 75 feet of the South 373 feet of Lot 8. Easement 8 A 20 foot drainage and utility easement over, under and across the Northeast Quarter of Section 33, Township 33, Range 26, Sherburne County, Minnesota, lying 10.0 feet on each side of the following described centerline: Commencing at the northwest corner of the Northeast Quarter of said Section 33; thence on an assumed bearing of South 1331.36 feet along the west line of said Northeast Quarter; thence East 160.89 feet to the point of beginning of the line to be described; thence North 11 degrees, 13 minutes, 30 seconds East 317.5 feet; thence North 00 degrees, 01 minutes, 50 seconds West 310 feet and there terminating. EXHIBIT C LEGAL DESCRIPTION OF EASEMENTS VACATED BY GRANTOR 1. Parcel 1: That part of Meadowvale Road, also known as Military Road, as shown on the plat of AUDITOR’S SUBDIVISION NO. 3, which adjoins Lots 11, 12, 13, 14, and 15 of said AUDITOR’S SUBDIVISION NO. 3 and which lies east of the extension North of the East line of Upland Ave. NW, also known as County Highway No. 44. 2. Parcel 2: That part of Industrial Boulevard which lies west of the extension north of the West line of Quinn Avenue, located over, under and across part of AUDITOR’S SUBDIVISION NO. 3 EXCEPT that part adjoining the Southerly Railroad Right of Way line on the East of the Pipe property. 3. Parcel 3: Those parts of 8th Street which lies west of Quinn Avenue located over, under and across part of AUDITOR'S SUBDIVISION NO. 3, Sherburne County, Minnesota, and over and across part of Auditor’s Subdivision of Lot 6 of AUDITOR'S SUBDIVISION NO. 3, Sherburne County, Minnesota. 4. Water Main Easement over Grantor Property recorded as Sherburne County Recorder Document No. 98435 5. Utility Easement recorded as Sherburne County Recorder Document No. 133188 and legally described as follows: A 15 foot perpetual utility easement over, under and across the Northeast Quarter of Section 33, Township 33, Range 26, Sherburne County, Minnesota, lying 7.5 feet on each side of the following described centerline: Commencing at the northwest corner of the Northeast Quarter of said Section 33; thence on an assumed bearing of South 1331.36 feet along the west line of said Northeast Quarter; thence East 160.89 feet to the point of beginning of the line to be described; thence North 11 degrees, 13 minutes, 30 seconds East 317.5 feet; thence North 0 degrees, 01 minutes, 50 seconds West 310 feet and there terminating. 6. Sanitary Sewer Easement over Grantor Property recorded as Sherburne County Recorder Document No. 72031. EXHIBIT D LEGAL DESCRIPTION OF GRANTEE PROPERTY TO BE QUIT CLAIMED TO GRANTOR That part of the Southwest ¼ of the Northeast ¼ of Section 33, Township 33, Range 26, Sherburne County, Minnesota, described as follows, that lies West of the northerly extension of Quinn Avenue: Beginning at the northwest corner of the Southwest ¼ of the Northeast ¼ of Section 33, Township 33, Range 26 and running thence east along the east and west 1/16 section line of the Northeast ¼ of said Section 33, a distance of 914.8 feet; thence north a distance of 33 feet; thence west and parallel to above 1/16 section line, a distance of 914.8 feet; thence south a distance of 33 feet to the point of beginning and being a part of Lot 8, Auditor’s Subdivision No 3, Sherburne County, Minnesota. C-1 191673v7 EXHIBIT E DEPICTION OF ENCROACHMENTS [To be inserted] -1- M:\4271\910914\RAP\DOCS\U&D EMT.DOC 803729147_3 191911v2 UTILITY AND INGRESS AND ACCESS EASEMENTS THIS EASEMENT GRANT (this “Easement Grant”) is made and entered into on ___________________, 2017, from PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership (“Grantor”), to the CITY OF ELK RIVER, a Minnesota municipal corporation, situated in Sherburne County, Minnesota (“Grantee”). In consideration of One Dollar ($1.00) and other good and valuable consideration in hand paid by Grantee, the receipt and sufficiency of which Grantor hereby acknowledges, Grantor hereby grants, conveys and sells to Grantee, its successors and assigns, permanent non-exclusive easements for utility and access purposes over, under and across the following described property: An easement for utilities, ingress and egress over that portion of vacated industrial boulevard adjoining the easterly line of Lot Eight (8), Auditor’s Subdivision No. 3, Sherburne County, Minnesota; AND A 60 foot easement for utility, ingress and egress adjoining the easterly line of the following described property: That part of Lot Eight (8), Auditor's Subdivision No. 3, Sherburne County, Minnesota, lying Northerly of a line 360 feet distant North of the iron pipe at the Southwest corner of said Lot Eight (8); thence Easterly and parallel with the South line of said Lot Eight (8) to the Great Northern Railroad right-of-way and there terminating; -2- M:\4271\910914\RAP\DOCS\U&D EMT.DOC 803729147_3 191911v2 EXCEPT that part of Lot Eight (8) Auditor's Subdivision No. 3 lying Northerly of a line c ommencing at a point on the West line of said Lot Eight (8), 360 feet distant North of the iron pipe at the Southwest corner of said Lot Eight (8); thence Easterly and parallel with the South line of said Lot Eight (8) to the Great Northern Railroad right-of-way and there terminating; and West of a line running parallel with and distant 240 feet distant East of the West line of said Lot Eight (8). together with the right to construct, install, maintain, repair, use, modify and service facilities for utility and access purposes within the easement area and for no other purpose (the “Easement Areas”). 1. Grantee hereby consents to any encroachments on the Easement Areas existing on the date of this Easement Grant as a result of this Easement Grant. 2. Grantor hereby reserves for itself and its successors and assigns the right to use the above Easement Area along with Grantee; and Grantor may use such Easement Areas for other purposes not inconsistent with the rights granted to Grantee under this Agreement. 3. The Grantee will exercise due care and diligence to avoid injury or damage to Grantor’s existing improvements within the Easement Areas. The Grantee shall indemnify and save harmless Grantor and its officers, directors, agents, and employees, against and from any and all liability, damage, expense, cause of action, suit, claim, or judgment for injury or death to persons or damage to property sustained by anyone in and about the Easement Areas, arising out of or in any way connected with the Easement Grant or Grantee’s agents’, employees’, contractors’, or invitees’ use or occupation of the Easement Area for the operation, maintenance, relocation, replacement, substitution or removal of the utilities within the Easement Areas, unless caused by the intentional misconduct or negligence of Grantor, its employees, agents or contractors. Furthermore, all fixtures, equipment, and property of every kind and description of persons claiming by or through Grantee which may be on the Easement Areas shall be at the sole risk and hazard of Grantee and no part or loss or damage thereto from whatever cause is to be charged or borne by Grantor, unless caused by the intentional misconduct, negligence or accident of Grantor, its employees, agents or contractors. 4. If this Easement Grant should interfere with Grantor’s, or Grantor’s tenant’s operations or use on Grantor’s property outside of the Easement Areas, the Grantee agrees upon the request of Grantor to relocate the Easement Areas at the expense of Grantor, with the vacated portion of this Easement Grant being released and conveyed back to Grantor and the site of the relocated easement area being conveyed and included in this Easement Grant as though it had been included ab initio. 5. Grantor represents and warrants to Grantee that Grantor is the only owner of the fee simple title to the Easement Areas and that there are no (i) owners or mortgages, contracts for deed, leases, rental agreements, occupancy agreements, or (ii) any other -3- M:\4271\910914\RAP\DOCS\U&D EMT.DOC 803729147_3 191911v2 encumbrances or verbal or written agreement of any nature whatsoever affecting title to the Easement Areas except matters of record. Grantor, on behalf of itself, its successors and assigns, hereby indemnifies and holds harmless Grantee against and from any and all claims for loss damage, or expenses which may be incurred by Grantee based upon any claim from a party whose consent was required (but was not obtained) for this Grant of Easement. 6. Any modifications of this Grant of Easement or additional obligation assumed by either party in connection with this Grant of Easement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party 7. It is agreed that this Grant of Easement shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota. [Signature Continued on Next Page] [Signature Page to City Utility and Drainage Easement] -4- M:\4271\910914\RAP\DOCS\U&D EMT.DOC 803729147_3 191911v2 IN WITNESS WHEREOF, the Grantor has caused this agreement to be executed as of the date and year first above written. PIPE PORTFOLIO OWNER (MULTI) LP, A DELAWARE LIMITED PARTNERSHIP By: PIPE PORTFOLIO GP LLC, a Delaware limited liability company, its general partner By: WPC HOLDCO LLC, a Maryland limited liability company, its sole member By: W. P. CAREY INC., a Maryland corporation, its sole member By: _________________________ Name: Title: STATE OF _______________ } } } ss COUNTY OF ____________ The foregoing instrument was acknowledged before me this day of , 2016, by ________________________, the __________________ of W. P. CAREY INC., a Maryland corporation, as sole member of WPC HOLDCO LLC, a Maryland limited liability company, as sole member of PIPE PORTFOLIO GP LLC, a Delaware limited liability company, as general partner of PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership. Notary Public This instrument drafted by: BEST & FLANAGAN, P.L.L.P. (MVP) 60 South 6th Street, Suite 2700 Minneapolis, MN 55402 LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is made this _________ day of ________________, 2017, by and between the CITY OF ELK RIVER, MINNESOTA, a Minnesota municipal corporation (“Licensor”) and PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership, its successors and assigns (“Licensee”). RECITALS A. Licensor is the owner of the property described on Exhibit A attached hereto and located in the City of Elk River, County of Sherburne, State of Minnesota (the “Property”). B. Licensee has requested Licensor to grant a license to Licensee to use that portion of the Property designated as the “License Area” on Exhibit B attached hereto for the limited purposes set forth in this Agreement. C. The License Area is not presently needed by Licensor for public purposes, but does contain certain public utilities to which Licensor requires 24 hours per day, 7 days per week access. D. Licensor agrees to grant to Licensee the right to use the License Area for limited purposes, upon the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the Recitals and the agreements contained herein, Licensor and Licensee agree as follows: 1. License. Licensor hereby grants to Licensee, its tenants, invitees, agents, contractors, employees and guests, subject to the terms and conditions of this Agreement, a non- exclusive license (the “License”) to use the License Area. 2. Term. The term of the License shall be for an unlimited period unless sooner terminated as hereinafter provided. 3. No Interest in License Area. Licensee acknowledges and agrees that this Agreement does not grant Licensee any estate or other interest in the License Area or any part thereof, except the License expressly described herein. 2 4. Permitted Uses. The License Area may be used by Licensee and the other parties permitted above solely for the purpose of traveling to and across the License Area, for parking operable vehicles and for storing movable equipment and storage containers. Under no circumstances, at any time, shall Licensee place any permanent structures on the License Area. Nor shall Licensee do any excavation or other improvements to the License Area without the prior written approval of Licensor. Licensor, its officers, employees and agents, shall have the right to enter the License Area at all times. Licensor does not warrant that the License Area is suitable for the purposes for which it is permitted to be used under this Agreement. Licensee assumes all risk with respect to its activities within the License Area. 5. Limitation of Liability. Licensee acknowledges that its use of the License Area is subject to Licensor’s right to access and use the License Area at any time for purposes related to the operation, maintenance, repair or replacement of the utilities located on the Property and in the License Area. Licensee acknowledges that the operation, maintenance, replacement and/or repair of these utilities by Licensor may impact Licensee’s use of the License Area and may result in damage to the License Area and/or vehicles or property located in or on the License Area. Licensor shall not be responsible or liable to Licensee for any loss or damage to Licensee or its property, or anyone claiming by or through Licensee, and Licensee assumes all risk of loss or damage to Licensee’s property located in the License Area. 6. Maintenance. Licensee acknowledges that the License Area is in good order, condition and repair, and agrees that its use of the License Area will comply with all applicable laws, rules and regulations and that Licensee shall maintain the License Area, including plowing as necessary, in a similar condition that the License Area is in on the date hereof, and not commit any nuisance or waste on the License Area. 7. Indemnity. Licensee shall defend, indemnify and save Licensor and its officers, employees, and agents harmless from and against all liabilities, losses, obligations, claims, suits, damages, penalties, causes of action, costs and expenses (including without limitation, court costs and reasonable attorneys’ fees) arising from or relating to the use, condition, occupancy or operation of the License Area or any part thereof by Licensee, or any failure on the part of Licensee to perform or comply with any terms of this Agreement, or any injury, death, disability or damage to any person or property occurring in or on the License Area in connection with Licensee’s use of the License Area, or any act or omission by Licensee or its officers, employees, contractors or agents or anyone claiming by or through them. The foregoing indemnification does not apply to any liability, cause of action, expense or cost suffered or incurred by Licensor as a result of the gross negligence or willful misconduct of Licensor, its officers, employees, agents, contractors and attorneys. 8. Environmental Compliance. Licensee covenants, represents and warrants to Licensor: (i) that it will not use or permit the License Area to be used, whether directly or through contractors, agents or tenants, for the generating, transporting, treating, storage, manufacture, emission of, or disposal of any Hazardous Materials as hereafter defined; (ii) that there have been no investigations or reports involving Licensee by any governmental authority which in any way pertain to Hazardous Materials relating to the License Area; and (iii) that its operations on the License Area will not violate any federal, state or local law, regulation, ordinance or requirement governing Hazardous Materials. Hazardous Materials are defined as 3 any dangerous, toxic or hazardous pollutants, chemicals, waste, polychlorinated biphenyls, asbestos, formaldehyde, petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, synthetic gas usable for fuel or mixtures thereof or substances as defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq., or the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. 6901, et seq., or the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq., or the Minnesota Environmental Response and Liability Act, as amended, Minn. Stat. Ch. 115B, or any other federal, state or local environmental laws, statutes, regulations, requirements or ordinances. 9. Compliance with Laws. Licensee shall not commit or permit any act to be performed on the License Area or omission to occur with will be in violation of any statute, regulation or ordinance of any governmental body or which will be in violation of any insurance policy carried on the License Area by Licensor. 10. Insurance. Licensee shall, at Licensee’s sole cost and expense, maintain commercial general liability insurance against claims for personal injury, death or property damage occurring upon, in or about the License Area, such insurance to afford protection to the limit of not less than $1,000,000.00 in respect to injury or death to a single person, and to the limit of not less than $3,000,000.00 in respect to any one accident, and to the limit of not less than $500,000.00 in respect to any property damage, and shall name Licensor as an additional insured. All policies of insurance shall be written in companies that are qualified to do business in the State of Minnesota with a minimum AM Best Rating of at least A-. Licensee shall procure and deliver to Licensor certification from the respective insurance companies indicating that the insurance to be maintained by Licensee is in force. Such certificates shall require the insurance companies to give thirty (30) days’ advance notice to Licensor of any cancellation or modification of coverage. Licensee agrees that such policy or policies shall contain a waiver of subrogation clause as to Licensor. Licensee waives, releases and discharges Licensor from all claims or demands whatsoever which Licensee may have or acquire in the future arising out of damage to or destruction of the License Area. 11. Assignability. This Agreement, and the License herein granted, may not be assigned or transferred to any third party by Licensee without the prior written approval of Licensor and shall automatically terminate if any effort is made to assign it without written approval. 12. Termination. Licensor may terminate the License granted by this Agreement for any reason, in its sole discretion, upon 30 days’ written notice from Licensor to Licensee. In addition, Licensor may terminate the License granted by this Agreement immediately upon notice to Licensee if Licensor determines, in its sole discretion, that it is necessary to do so. Licensee may terminate this Agreement at any time, upon written notice to Licensor. Licensee shall remove all of Licensee’s property from the License Area and return the License Area to its 4 existing condition by the effective date of a termination, or within 24 hours of notice of an immediate termination. 13. Miscellaneous Provisions. a. Entire Agreement. This Agreement and the exhibits attached hereto embody the entire understanding between the parties and supersede all prior understandings and agreements related to the subject matter. This License cannot be amended, altered or modified, and no provisions can be waived, except by a written instrument executed by the party affected. b. Benefit. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. c. No Waiver. No waiver of any breach or any agreement, covenant or restriction contained herein shall be construed to be a waiver of any other or future breach of the same or other covenants or restrictions. d. Notice Addresses. All notices shall be sent by registered or certified mail addressed as follows: Licensor: City Engineer City of Elk River 13065 Orono Parkway Elk River, MN 55330 with a copy to: General Manager Elk River Municipal Utilities 13069 Orono Parkway Elk River, MN 55330 Licensee: c/o W. P. Carey Inc. 50 Rockefeller Plaza New York, NY 10020 Attn: Asset Management Department with a copy to: W. P. Carey Inc. 50 Rockefeller Plaza New York, NY 10020 Attn: Legal Transactions Department Either party may, by such notice, designate a new or other address to which notice may be mailed. e. Heading and Captions. The headings and captions of the paragraphs and subparagraphs of this Agreement are inserted for convenience and reference only and 5 shall not constitute a part of this Agreement or a limitation on the scope of any paragraph or subparagraph. f. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality or unenforceability in such jurisdiction without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction. g. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. h. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. S-1 LICENSOR: CITY OF ELK RIVER By: Its: Mayor By: Its: City Clerk STATE OF _____________ ) ) SS COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of __________, 2017, by ______________________, its Mayor and _________________________ its City Manager for the CITY OF ELK RIVER, a Minnesota municipal corporation, on behalf of the corporation. Notary Public S-2 LICENSEE: PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership By: PIPE PORTFOLIO GP LLC, a Delaware limited liability company, its general partner By: WPC HOLDCO LLC, a Maryland limited liability company, its sole member By: W. P. CAREY INC., a Maryland corporation, its sole member By: Name: Title: STATE OF ____________ ) ) SS COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of __________, 2017, by _____________________, the __________________ of W. P. CAREY INC., a Maryland corporation, as sole member of WPC HOLDCO LLC, a Maryland limited liability company, as sole member of PIPE PORTFOLIO GP LLC, a Delaware limited liability company, as general partner of PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership. Notary Public Drafted by: City of Elk River 13065 Orono Parkway Elk River, MN 55330 A-1 EXHIBIT A Description of Licensor’s Property THAT PART OF LOT 8, AUDITOR’S SUBDIVISION NO. 3, IN THE VILLAGE OF ELK RIVER, SHERBURNE COUNTY, MINNESOTA LYING NORTHERLY OF A LINE COMMENCING AT A POINT ON THE WEST LINE OF LOT 8, 360 FEET DISTANT NORTH OF THE IRON PIPE AT THE SOUTHWEST CORNER OF LOT 8; THENCE EASTERLY AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 8 TO THE BURLINGTON NORTHERN SANTE FE RAILWAY (FORMERLY THE GREAT NORTHERN RAILROAD) RIGHT OF WAY AND THERE TERMINATING; AND WEST OF A LINE RUNNING PARALLEL WITH AND 240 FEET DISTANT EAST OF THE WEST LINE OF SAID LOT 8. (Sherburne County PID 75-402-0082). B-1 EXHIBIT B Description of the License Area A license for parking purposes over, under, and across that part of Lot 8, AUDITOR'S SUBDIVISION NO. 3, more particularly described as follows: That part of said Lot 8 lying Southwesterly of the BNSF Railroad southwesterly right of way line and North of the South 672.6 feet. AND The North 130 feet of the South 490 feet of the West 240 feet of said Lot 8. Contains 57,022 square feet, more or less. 240 B N S F R R 240 PARKING EASEMENT PARKING EASEMENT (F O R M E R L Y K N O W N A S G R E A T N O R T H E R N R A I L R O A D ) RI G H T O F W A Y L I N E , B N S F R A I L R O A D WEST LINE, LOT 8EAST LINE, LOT 11NORTH LINE OF SOUTH 672.6 FEET OF LOT 8 130130EAST LINE OF THEWEST 240 FEET, LOT 8Parking Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota I hereby certify that this survey, plan, or report was prepared by me or under my direct supervision and that I am a duly Licensed Land Surveyor under the laws of the State of Minnesota. Christina M. Hopp Lic. No. 46173 Date: 0 12060 N E S W Legend - Denotes Parking Easement SOUTHWEST CORNER, LOT 8 360Description of Parking Easement: An easement for parking purposes over, under, and across that part of Lot 8, AUDITOR'S SUBDIVISION NO. 3, more particularly described as follows: That part of said Lot 8 lying Southwesterly of the BNSF Railroad southwesterly right of way line and North of the South 672.6 feet. AND The North 130 feet of the South 490 feet of the West 240 feet of said Lot 8. Contains 57,022 square feet, more or less. SOUTH LINE, LOT 8490 672.64285 Lexington Ave. N., St. Paul, Minnesota 55126 Phone: 651.415.3800 Fax: 651.415.2001 Bismarck Cedar Rapids Denver Detroit Lakes Fargo Minot Sioux Falls St. Paul Williston Web: www.ulteig.com Ulteig Job Number: 16.01410 Section: 33 Township: 33N Range: 26W, 4th P.M. County: Sherburne Sheet 1 of 1 PRELIMINARY