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6.2. SR 09-20-1999 rei ---\) ( )j till ITEM #6.2.. MEMORANDUM River TO: FROM: Mayor & City Council Michele MCPherson~ector of Planning DATE: September 16, 1999 SUBJECT: Approve Land and Easement Exchange; City of Elk River and Elk River Country Club Request Approve a resolution exchanging land with the Elk River Country Club. Approve easement agreements for golf course and City use of property. Attachments . . Location Map . Land/Easement Exchange Map . Resolution 99- . Easement Agreements Backqround On July 19, 1999, the City Council approved General Planning Permit GP 99-7 to allow the Country Club and the City to exchange land and easements to facilitate construction of a new maintenance facility on the Country Club property. Access to the new facility is through Woodland Trails Park. Construction has begun on the maintenance facility. Land Exchange Attached is a resolution declaring the sale of excess property and outlining the exchange between the City and the Country Club. The City will exchange 1.2 acres near the entrance to Woodland Trails Park for 2.82 acres of Country Club land located between the railroad trail and the west edge of Top of the World Park. Easement Exchange Three agreements are required to document the easement exchange between the two parties: . 1. Driveway Easement Agreement: allows access over the existing park entry road and requires the Country Club to participate in the costs for sealcoating and overlays. 13065 Orono Parkway · P.O. Box 490 · Elk River, MN 55330. TDD & Phone: (612) 441-7420 · Fax: (612) 441-7425 . . . Memo to City Council Land/Easement Exchange Page 2 2. Access Drive Easement Agreement: allows the Country Club to construct the access road over park property and requires them to maintain it. 3. License Agreement: allows continued use of the golf course for ski trails November through April each year. The agreement acknowledges that a portion of the license area may be used for future development for uses other than a golf course. The land exchange is consistent with the City's Comprehensive Plan. Recommendation Staff recommends that the City Council approve Resolution 99-_ and the attached easement agreements. nO' I \ I E>-CRiI) -+--+- ~ , - "__ LOCATION I (R1a) ; i 0 ~ T -r- ~.' \\ J .~r/, tll'fJl~~~~ ;oJ ", ,I \.:. 'I ~ ~\'\ ~ . , 1.: \ . .il, \~ ~.t~~~ .v. .-. }l ~ ~ ~ Ie::: "/" . .'(. ~ -. .pprrJO 0;;. Tl1 D"'"' T' r,;:;,.. ~ \\~ ~~ \J-'!: .'~'~:~~J- <~ , n 'm!!:iT ~""., II- . / ;::: F1" ,'P.:;;.:jI ~ ..\:;. ~ ' , .. I .4- Fz.\'i'" , 1I'~ '.. ~ ~v \~~ ~.r'; '\,. . ~ ';;;;;;~ ' . "'.Y. /1 .<:)~' , ~ ~.. :....~..~il. .~ 1'\. W: ~'':~'~~~~ ,,:_,~.........,~ 'C'..A o~~?''l:''~ ~ ~ _ if-- \ + .~r"1"'WI ~A\ -.~ ~ ~ ~ ~ ~ ~ ~l n ~ ..,;./f:Jv.~ll1\' I '" '\ ~ -, ,,, " ~o,"' ~Us1~ \ I R2b IAI, I~ . 1.'1 ~'t"1' OQ AIJOmo"ll II ~ \ ,~~ ttk1~ 'r 1/ '^\~~ \" ~A0.~ . Br" .. ....... i-(.' .~ . :. H .... -- . . ,.\OO~.~ ,,- ~~. ~~,. ~ 1~~ . ~ j.. i-- ./ ,. .... \ _ n r ( ~- ~n !.l.LI H!]' .1-, c-- II . f!-.-j J ! H'.' ~ -/ - ~,1~!\ ~-la.;~~ ~ CIIt' ,I- - ..:....J,'~ !.... ..s;y<. . . .,- ,,\ " ,~- . ~\ ' /' ./ ./M ~ RIo L.. ~ CIJl\,OT' ~, " '; C'TY Q " ----I. ,'" i p~ ~ ~ ~ ICIJIUlTl I: ~ ::;.h ~ J 0- jVi ~~s t::11 ~ ~ J ~ " ." ~,\ . t- !/.tS: :- ~. ;~~e~J~ LH\ 13065 Orono Parkway. P.O. Box. 490 Elk River. MN 55330 r-- , - ,./ -... . LOCA TION MAP N CASE: CU 99-23 GP 99-7 . , I \" \ ' r", o.-t... Comer Common to See. 20 ~ See. 21. Twp. 33 Rn9- 2ll. sa-t>unwo County. __0 , I \" \ ' t, I , I I , I I I I I I I I I , I , I I I I I I I I I I ll85.O FET ~ -c ... .. d / < ' - -< / I..:, .., 12.22 N:IIe; . ~, ',\ (:' .. I ( . . . RESOLUTION 99-_ A RESOLUTION OF THE CITY OF ELK RIVER DECLARING THE SALE OF CITY PROPERTY WHEREAS, the Elk River City Council has received a request from the adjacent landowner to purchase property described in Exhibit A; and, WHEREAS, the City has reviewed the request and has determined the sale of said property would not be in conflict with the City's Comprehensive Plan; and, WHEREAS, ($1.00). the City has determined the purchase price to be one dollar and no cents NOW, THEREFORE, BE IT RESOLVED that the City Council ofthe City of Elk River, Minnesota approve the sale of property to Elk River Country Club. based on the following: 1. The sale of described property is to assist in facilitating development. 2. The property is exchanged for property owned by the Country Club and adjacent to a city park. 3. The sale price has been determined to be one dollar and no cents ($1.00). 4. The sale is contingent upon Elk River Country Club also exchanging with the City a license agreement for the use of the property for ski trails. Passed and adopted by the City Council of the City of Elk River on this _day of , 1999. Stephanie Klinzing, Mayor ATTEST: Sandra A. Peine, City Clerk s :\document\resoluti\ercouncl. doc \I;f ~. ) . . . Exhibit A for Deed from City to Country Club That part of the South 283.71 feet of the West 626.124 feet of the Southwest Quarter of the Northeast Quarter, Section 20, Township 33, Range 26, Sherburne County, Minnesota that lies westerly, northerly, and northwesterly of a line described as Commencing at the Southwest corner of the said Southwest Quarter of the Northeast Quarter; thence North 89 degrees 40 minutes 17 seconds East along the South line of the said Southwest Quarter of the Northeast Quarter for 238.00 feet to the actual Point of Beginning of the line to be hereby described; thence North 0 degrees 19 minutes 43 seconds West of 66.00 feet; thence North 89 degrees 40 minutes 17 seconds East parallel with said South line for 160.00 feet; thence North 46 degrees 39 minutes 18 seconds East for 319.13 feet, more or less, to terminate said line at the Northeast corner of said South 283.71 feet of the West 626.124 feet, and that lies easterly, southeasterly, and southerly of a line beginning at a point on the North line of the said South 283.71 feet, 205.00 feet west of the said Northeast corner of the South 283.71 feet of the West 626.124 feet; thence South 0 degree 19 minutes 43 seconds East for 105.00 feet; thence South 60 degrees 00 minutes 00 seconds West for 120.00 feet; thence South 80 degrees 03 minutes 51 seconds West for 325.46 feet to intersect and terminate on the West line of said Southwest Quarter of the Northeast Quarter 65.00 feet north of the Southwest corner thereof. For the purposes of this description, the West line of the said Southwest Quarter of the Northeast Quarter is assumed to bear North 0 degrees 42 minutes 07 seconds East. . . . D~WAYEASEMENTAGREEMENT THIS DRIVEWAY EASEMENT AGREEMENT ("Agreement") is made as of the _ day of September, 1999, by and among the CITY OF ELK RIVER, a Minnesota municipal corporation (hereinafter called the "City"), and the ELK RIVER COUNTRY CLUB, a Minnesota (hereinafter called the "Country Club"). WITNESSETH: WHEREAS, the City is the fee owner of Woodland Trails Park, located within the City and legally described on Exhibit A attached hereto (the "Park Property"); and WHEREAS, the Country Club is the fee owner of the Elk River Country Club, located adjacent to the Park Property and legally described on Exhibit B attached hereto (the "Country Club Property"); and WHEREAS, there is an existing driveway located on the Park Property for the purposes of ingress and egress of persons and vehicles to the Park Property (the "Driveway"); and WHEREAS, the City desires to grant to the Country Club for the benefit of the Country Club Property, a non-exclusive, perpetual easement for use of a portion of the Driveway for purposes of access to a maintenance facility located on the Country Club Property; and WHEREAS, the non-exclusive perpetual easement area is legally described on Exhibit C attached hereto (the "Driveway Easement"); and WHEREAS, the parties hereto desire to evidence in writing the terms and conditions upon which such easement will be granted. NOW, THEREFORE, in consideration of the covenants and agreements contained herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The City hereby grants and conveys to the Country Club and its successors and assigns, as owner of the Country Club Property, an easement for driveway purposes over the Driveway Easement. 2. Use of the Driveway Easement by the Country Club shall be limited to use for access to the Country Club's Maintenance Facility. The Driveway Easement shall not be used by the Country Club for general or public access to the Country Club Property, nor for parking or any purpose other than access to the Maintenance Building. . 3. The City shall maintain, repair and replace as necessary, in the City's sole discretion, the driveway located upon the Driveway Easement area; and Country Club shall share in the costs to the City of such maintenance, repair and/or replacement. Invoices in reasonable detail identifying the City's costs for maintenance, repair, and replacement work ("Reimbursable Costs") shall be provided by the City to the Country Club and the Country Club shall reimburse the City for 25% of the Reimbursable Costs within thirty (30) days after receiving such invoice. If such amount is not paid when due, interest shall accrue on the amount due from the date due until paid at the rate of eight percent (8%) per annum. 4. No structures or other improvements shall be constructed by reason of the rights granted herein upon the Driveway Easement. 5. The Country Club shall not have the right to remove snow and ice from the Driveway Easement unless written approval to do so is given by City. In no event shall Country Club have the right to pile or store snow from the Driveway Easement area on the Park Property, except in areas approved by the City. 6. The Country Club shall indemnify and hold the City harmless from and against any and all claims, actions, damages, liability and expense in connection with damage to property or bodily injury arising out of the use by Country Club and its successors and assigns of the Driveway Easement. . 7. If any party to this Agreement (or their respective successors entitled) shall bring an action, legal or equitable, against any other party or parties to this Agreement (or its or their successors in title) in connection with an alleged breach of the terms and provisions hereof, the losing party or parties shall pay the prevailing party or parties reasonable attorneys' fees and costs in connection with any such action, and such attorneys' fees and costs shall be deemed to have accrued on the commencement date of any such action. 8. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 9. This Agreement will run with title to the Park Property and the Country Club Property and is binding upon and inures to the benefit of the parties hereto and their respective successors in title. The covenants and obligations of each of the owners set forth in this Agreement shall be binding upon such owner solely as the owner of the respective property and shall be binding on the owners of the Park Property and Country Club Property and their respective successors and assigns only as to such obligations arising during their respective periods of ownership of the applicable parceL . 10. All notices to be given under this Agreement shall be given, in writing, by certified or registered mail, to each owner at the address or addresses to which tax statements would be sent by the taxing authority of Sherburne County, Minnesota, to the owner of such property, but nothing shall prevent actual delivery to the owner by other means. 2 . . . IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written. CITY OF ELK RIVER By Its Mayor By Its City Clerk ELK RIVER COUNTRY CLUB By Its 3 . . . STATE OF MINNESOTA ) ) ss. COUNTYOFSHERBURNE) The foregoing instrument was acknowledged before me this day of , 199 _, by Stephanie A. Klinzing and Sandra A. Peine, the Mayor and City Clerk, respectively, of the City of Elk River, a Minnesota municipal corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF SHERBURNE ) The foregoing instrument was acknowledged before me this , 199_, by day of , and by , of the Elk River Country Club, a Minnesota , on behalf of the Notary Public 4 . . . EXHIBIT A City of Elk River Woodland Trails Park Legal Description The West Half of the Northwest Quarter of Section 21, Township 33, Range 26, Sherburne County, Minnesota, lying West of the Westerly line of the former right-of-way of the Burlington Northern Railroad. And The Northeast Quarter of Section 20, Township 33, Range 26, Sherburne County, Minnesota, lying West of the Westerly line of the former right-of-way of the Burlington Northern Railroad, except the south 283.71 feet of said Northeast Quarter as measured at a right angle to the south line of the Northeast Quarter. And That part of the South 283.71 feet of the West 626.124 feet of the Southwest Quarter of the Northeast Quarter, Section 20, Township 33, Range 26, Sherburne County, Minnesota that lies westerly, northerly, and northwesterly of a line described as beginning at a point on the North line of the said South 283.71 feet, 205.00 feet west of the said Northeast corner of the South 283.71 feet of the West 626.124 feet; thence South 0 degree 19 minutes 43 seconds East for 105.00 feet; thence South 60 degrees 00 minutes 00 seconds West for 120.00 feet; thence South 80 degrees 03 minutes 51 seconds West for 325.46 feet to intersect and terminate on the West line of said Southwest Quarter of the Northeast Quarter 65.00 feet north of the Southwest corner thereof. For the purposes of this description, the West line of the said Southwest Quarter of the Northeast Quarter is assumed to bear North 0 degrees 42 minutes 07 seconds East. . 3b. . 4. . Exhibit B for Driveway Easement Agreement Elk River Country Club Legal Descriptions 1. The Southeast Quarter of Section 20, Township 33, Range 26, lying East of County State Aid Road #1, excepting therefrom that part lying Easterly of the Westerly line of the former right-of- way of the Burlington Northern Railroad. 2. That part of the Southwest Quarter of the Southwest Quarter of Section 21, Township 33, Range 26, lying West ofthe railroad right-of-way. 3a. All that part of the South 283.71 feet of the West 626.124 feet of the Southwest Quarter of the Northeast Quarter of Section 20, Township 33, Range 26, Sherburne County, Minnesota described as lying Easterly, Southerly, and Southeasterly of a line described as Commencing at the Southwest comer of said Northeast Quarter; thence North 89 degrees, 40 minutes, 17 seconds East along the South line of said Northeast Quarter for 238.00 feet to the actual point of beginning of the line to be hereby described; thence North 0 degrees, 19 minuets, 43 seconds West for 66.00 feet; thence North 89 degrees, 40 minutes, 17 seconds East parallel with said South line for 160.00 . feet; thence North 46 degrees, 39 minutes, 18 seconds East for 319.13 feet, more or less, to terminate said line at the Northeast comer of said South 283.71 feet of the West 626.124 feet. For the purposes of this description, the West line of said Northeast Quarter is assumed to bear North 0 degrees, 42 minutes, 07 seconds East. That part of the South 283.71 feet of the West 626.124 feet of the Southwest Quarter of the Northeast Quarter, Section 20, Township 33, Range 26, Sherburne County, Minnesota that lies westerly, northerly, and northwesterly of a line described as Commencing at the Southwest comer of the said Southwest Quarter of the Northeast Quarter; thence North 89 degrees 40 minutes 17 seconds East along the South line of the said Southwest Quarter of the Northeast Quarter for 238.00 feet to the actual Point of Beginning ofthe line to be hereby described; thence North 0 degrees 19 minutes 43 seconds West of 66.00 feet; thence North 89 degrees 40 minutes 17 seconds East parallel with said South line for 160.00 feet; thence North 46 degrees 39 minutes 18 seconds East for 319.13 feet, more or less, to terminate said line at the Northeast comer of said South 283.71 feet of the West 626.124 feet, and that lies easterly, southeasterly, and southerly ofa line beginning at a point on the North line of the said South 283.71 feet, 205.00 feet west of the said Northeast comer of the South 283.71 feet ofthe West 626.124 feet; thence South 0 degree 19 minutes 43 seconds East for 105.00 feet; thence South 60 degrees 00 minutes 00 seconds West for 120.00 feet; thence South 80 degrees 03 minutes 51 seconds West for 325.46 feet to intersect and terminate on the West line of said Southwest Quarter of the Northeast Quarter 65.00 feet north of the Southwest comer thereof. For the purposes of this description, the West line ofthe said Southwest Quarter of the Northeast Quarter is assumed to bear North 0 degrees 42 minutes 07 seconds East. All that part of the South 283.71 feet, as measured at right angles, of the Northeast Quarter of Section 20, Township 33, Range 26, that lies East of the East line ofthe West 626.124 feet, as measured at right angles, of said Northwest Quarter, excepting therefrom that part lying Easterly of the Westerly line of the former right of way of the Burlington Northern Railroad. 1 . Exhibit C for Driveway Easement . A strip ofland 30 feet in width lying 15 feet on each side of a centerline described as beginning at a point on the west line of the Southwest Quarter of the Northeast Quarter 80.00 feet north of the southwest comer thereof; thence North 74 degrees 00 minutes 00 seconds East for 49.20 feet; thence Northeasterly along a tangential curve concave to the northwest, having a central angle of 46 degrees 00 minutes 00 seconds and a radius of 225.00 feet for 180.64 feet; thence North 28 degrees 00 minutes 00 seconds East, tangent to last curve, for 129.87 feet; thence Northeasterly along a tangential curve concave to the southeast, having a central angle of 38 degrees 00 minutes 00 seconds and a radius of 200.00 feet for 132.65 feet; thence North 66 degrees 00 minutes 00 seconds East, tangent to last curve, for 24.44 feet; thence easterly along a tangential curve concave to the south having a central angle of 24 degrees 00 minutes 00 seconds and a radius of 500.00 feet for 209.44 feet; thence East, tangent to last curve, for 126.60 feet; thence Northeasterly along a tangential curve concave to the northwest, having a central angle of 61 degrees 02 minutes 17 seconds and a radius of 125.00 feet for 133.16 feet; thence North 28 degrees 57 minutes 43 seconds East, tangent to last curve, for 19.93 feet and there terminating said centerline. The sidelines of said strip are lengthened or shortened to begin on the said west line of the Southwest Quarter of the Northeast Quarter and end on a line at right angles to the last course at the termination of the said centerline. For the purposes of this description the west line of the Southwest Quarter of the Northeast Quarter is assumed to bear North 0 degrees 42 minutes 07 seconds East. . . ACCESS DRIVE EASEMENT AGREEMENT THIS ACCESS DRIVE EASEMENT AGREEMENT ("Agreement") is made as of the _ day of September, 1999, by and among the CITY OF ELK RIVER, a Minnesota municipal corporation (hereinafter called the "City"), and the ELK RIVER COUNTRY CLUB, a Minnesota (hereinafter called the "Country Club"). WITNESSETH: WHEREAS, the City is the fee owner of Woodland Trails Park, located within the City and legally described on Exhibit A attached hereto (the "Park Property"); and WHEREAS, the Country Club is the fee owner of the Elk River Country Club, located adjacent to the Park Property and legally described on Exhibit B attached hereto (the "Country Club Property"); and . WHEREAS, the Country Club desires to construct on the Park Property a driveway for the purpose of access to a Maintenance Facility located on the Country Club Property (the "Access Drive"); and WHEREAS, the City desires to grant to the Country Club for the benefit of the Country Club Property, a perpetual easement for the construction, installation, use, maintenance, repair and replacement of the Access Drive; and WHEREAS, the perpetual easement area is legally described on Exhibit C (the "Access Drive Easement"); and WHEREAS, the parties hereto desire to evidence in writing the terms and conditions upon which such easement will be granted. NOW, THEREFORE, in consideration of the covenants and agreements contained herein . and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. The City hereby grants and conveys to the Country Club and its successors and assigns, as owner of the Country Club Property, an easement for driveway purposes over the Access Drive Easement. The Country Club shall grade the Access Drive Easement area and construct thereon a driveway and related curb, gutter and landscaping, all in accordance with plans and specifications approved by the City. The Country Club shall pay all costs and expenses of such construction work, including all costs for repair of any damage to the . Woodland Trails Park driveway caused by construction of the Access Drive. . . . 2. The Country Club shall permanently maintain, repair and replace the improvements on the Access Drive Easement at its sole cost and expense, and the City shall have no obligation to pay for any costs related to such maintenance, repair or replacement. The Country Club shall have the right to remove snow and ice froin the Access Drive Easement, but in no event shall have the right to pile or store snow from such Access Drive Easement area on the Park Property, except in areas approved by the City. 3. No structures or improvements other than driveways, curbs, gutters and landscaping shall be constructed by reason of the rights granted herein upon the Access Drive Easement. 4. The Country Club shall indemnify and hold the City harmless from and against any and all claims, actions, damages, liability and expense in connection with damage to property or bodily injury arising out of the use by Country Club and its successors and assigns of the Access Drive Easement. 5. If any party to this Agreement (or their respective successors entitled) shall bring an action, legal or equitable, against any other party or parties to this Agreement (or its or their successors in title) in connection with an alleged breach of the terms and provisions hereof, the losing party or parties shall pay the prevailing party or parties reasonable attorneys' fees and costs in connection with any such action, and such attorneys' fees and costs shall be deemed to have accrued on the commencement date of any such action. 6. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 7. This Agreement will run with title to the Park Property and the Country Club Property and is binding upon and inures to the benefit of the parties hereto and their respective successors in title. The covenants and obligations of each of the owners set forth in this Agreement shall be binding upon such owner solely as the owner of the respective property and shall be binding on the owners of the Park Property and Country Club Property and their respective successors and assigns only as to such obligations arising during their respective periods of ownership of the applicable parcel. 8. All notices to be given under this Agreement shall be given, in writing, by certified or registered mail, to each owner at the address or addresses to which tax statements would be sent by the taxing authority of Sherburne County, Minnesota, to the owner of such property, but nothing shall prevent actual delivery to the owner by other means. 2 . . . IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written. CITY OF ELK RIVER By Its Mayor By Its City Clerk ELK RIVER COUNTRY CLUB By Its 3 . STATE OF MINNESOTA ) ) ss. COUNTY OF SHERBURNE ) . . The foregoing instrument was acknowledged before me this day of , 199 _, by Stephanie A. Klinzing and Sandra A. Peine, the Mayor and City Clerk, respectively, of the City of Elk River, a Minnesota corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF SHERBURNE ) day of , and by , of the Elk River Country The foregoing instrument was acknowledged before me this , 199_, by Club, a Minnesota , on behalf of the company. Notary Public 4 . . . EXHIBIT A City of Elk River Woodland Trails Park Legal Description The West Half of the Northwest Quarter of Section 21, Township 33, Range 26, Sherburne County, Minnesota, lying West of the Westerly line of the former right-of-way of the Burlington Northern Railroad. And The Northeast Quarter of Section 20, Township 33, Range 26, Sherburne County, Minnesota, lying West of the Westerly line of the former right-of-way of the Burlington Northern Railroad, except the south 283.71 feet of said Northeast Quarter as measured at a right angle to the south line of the Northeast Quarter. And That part of the South 283.71 feet of the West 626.124 feet of the Southwest Quarter of the Northeast Quarter, Section 20, Township 33, Range 26, Sherburne County, Minnesota that lies westerly, northerly, and northwesterly of a line described as beginning at a point on the North line of the said South 283.71 feet, 205.00 feet west of the said Northeast corner of the South 283.71 feet of the West 626.124 feet; thence South 0 degree 19 minutes 43 seconds East for 105.00 feet; thence South 60 degrees 00 minutes 00 seconds West for 120.00 feet; thence South 80 degrees 03 minutes 51 seconds West for 325.46 feet to intersect and terminate on the West line of said Southwest Quarter of the Northeast Quarter 65.00 feet north of the Southwest corner thereof. For the purposes of this description, the West line of the said Southwest Quarter of the Northeast Quarter is assumed to bear North 0 degrees 42 minutes 07 seconds East. . 3b. . 4. . Exhibit B for Access Drive Easement Agreement Elk River Country Club Legal Descriptions 1. The Southeast Quarter of Section 20, Township 33, Range 26, lying East of County State Aid Road #1, excepting therefrom that part lying Easterly of the Westerly line of the former right-of- way of the Burlington Northern Railroad. 2. That part of the Southwest Quarter ofthe Southwest Quarter of Section 21, Township 33, Range 26, lying West of the railroad right-of-way. 3a. All that part of the South 283.71 feet of the West 626.124 feet of the Southwest Quarter of the Northeast Quarter of Section 20, Township 33, Range 26, Sherburne County, Minnesota described as lying Easterly, Southerly, and Southeasterly of a line described as Commencing at the Southwest comer of said Northeast Quarter; thence North 89 degrees, 40 minutes, 17 seconds East along the South line of said Northeast Quarter for 238.00 feet to the actual point of beginning of the line to be hereby described; thence North 0 degrees, 19 minuets, 43 seconds West for 66.00 feet; thence North 89 degrees, 40 minutes, 17 seconds East parallel with said South line for 160.00 feet; thence North 46 degrees, 39 minutes, 18 seconds East for 319.13 feet, more or less, to terminate said line at the Northeast comer of said South 283.71 feet of the West 626.124 feet. For the purposes of this description, the West line of said Northeast Quarter is assumed to bear North 0 degrees, 42 minutes, 07 seconds East. That part of the South 283.71 feet of the West 626.124 feet of the Southwest Quarter of the Northeast Quarter, Section 20, Township 33, Range 26, Sherburne County, Minnesota that lies westerly, northerly, and northwesterly of a line described as Commencing at the Southwest comer of the said Southwest Quarter of the Northeast Quarter; thence North 89 degrees 40 minutes 17 seconds East along the South line ofthe said Southwest Quarter of the Northeast Quarter for 238.00 feet to the actual Point of Beginning of the line to be hereby described; thence North 0 degrees 19 minutes 43 seconds West of 66.00 feet; thence North 89 degrees 40 minutes 17 seconds East parallel with said South line for 160.00 feet; thence North 46 degrees 39 minutes 18 seconds East for 319.13 feet, more or less, to terminate said line at the Northeast comer of said South 283.71 feet of the West 626.124 feet, and that lies easterly, southeasterly, and southerly of a line beginning at a point on the North line of the said South 283.71 feet, 205.00 feet west of the said Northeast comer of the South 283.71 feet of the West 626.124 feet; thence South 0 degree 19 minutes 43 seconds East for 105.00 feet; thence South 60 degrees 00 minutes 00 seconds West for 120.00 feet; thence South 80 degrees 03 minutes 51 seconds West for 325.46 feet to intersect and terminate on the West line of said Southwest Quarter ofthe Northeast Quarter 65.00 feet north of the Southwest comer thereof. For the purposes of this description, the West line of the said Southwest Quarter of the Northeast Quarter is assumed to bear North 0 degrees 42 minutes 07 seconds East. All that part of the South 283.71 feet, as measured at right angles, of the Northeast Quarter of Section 20, Township 33, Range 26, that lies East of the East line of the West 626.124 feet, as measured at right angles, of said Northwest Quarter, excepting therefrom that part lying Easterly of the Westerly line of the former right of way of the Burlington Northern Railroad. 1 . . . Exhibit C for Access Drive Easement The Southwest Quarter of the Northeast Quarter, Section 20, Township 33, Range 26, Sherburne County Minnesota lying north ofthe north line of the South 283.71 feet of the said Southwest Quarter of the Northeast Quarter and lying Southwesterly, Southerly and Southeasterly ofa line beginning at the Northeast Comer of the South 283.71 feet of the West 626.124 feet of the said Southwest Quarter of the Northeast Quarter; thence North 23 degrees 51 minutes 09 seconds East for 180.00 feet; thence North 78 degrees 54 minutes 43 seconds East for 45.00 feet; thence South 58 degrees 14 minutes 56 seconds East for 325.00 feet to intersect and terminate on the said North line of the South 283.71 feet. For the purposes of this description, the West line of said Southwest Quarter of the Northeast Quarter is assumed to bear North 0 degrees 42 minutes 07 seconds East. . LICENSE AGREEMENT THIS LICENSE AGREEMENT is entered into this _ day of September, 1999, by and among the ELK RIVER COUNTRY CLUB ("Licensor") and the CITY OF ELK RIVER ("Licensee"). WHEREAS, the Licensor is the fee owner of certain real estate, which it uses as a golf course, located in Sherburne County, Minnesota, and legally described on Exhibit A attached hereto and made a part hereof (the "Property"); and WHEREAS, Licensee owns and uses for public park purposes, including cross country skiing trails and activities, certain real estate which is located adjacent to the Property; and WHEREAS, Licensor has historically allowed Licensee and the public to use the . Property for cross country skiing purposes; and WHEREAS, Licensee has requested that Licensor grant a formal License to use the Property for cross country skiing activities, and Licensor has agreed to grant said License upon the terms and conditions set forth herein. NOW, THEREFORE, it is agreed by and between the parties hereto as follows: 1. Grant of License. Licensor hereby grants to Licensee a license (the "License") to utilize cross country ski trails located on the Property during the months of November through April. This License is granted to Licensee, but is for the benefit of any member of the public who desires to use the cross country ski trails located on the Property, and any member of the public shall have the right to do so under this License and pursuant to the terms and conditions of this License. . 2. Term of License. The license granted herein shall commence on the date of this Agreement, shall be permanent and irrevocable, and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and shall run with the land. 3. Location of Trails. The ski trails on the Property shall remain in their existing location, unless alternative locations are agreed on by Licensor and Licensee. 4. Payment. In consideration for the granting of the License, Licensor shall receive $1.00 and other good and valuable consideration, including other property interests, the sufficiency of which is hereby acknowledged. 5. Indemnification. Licensor shall not be liable to Licensee, invitees and guests for any damage to person or property arising out of Licensee's use of the Property pursuant to this Agreement. Licensee shall release, indemnify, hold harmless and defend Licensor from and . against any and all claims or causes of action for personal injury or for any loss of life or . . property damage arising as a result of Licensee's use of the Property. 6. Assignability. This License may not be assigned or transferred by Licensee without the written consent and permission of the Licensor or its successors in interest. This License may be assigned or transferred by the Licensor without the consent of the Licensee. 7. Termination. This Agreement may be terminated only by mutual agreement of the Licensee and Licensor. The license granted by this Agreement shall terminate as to any portion of the Property which ceases to be used by the Licensor as a golf course upon transfer of that portion of the Property to a third party for non-golf course purposes. 8.. Notices. Any notices to be given under this Agreement shall be given in writing by depositing the same in the U. S. Mails, postage paid, addressed to the parties at the following address: -2- . . . If to Elk River Country Club: [address] If to the City of Elk River: 13065 Orono Parkway Elk River, MN 55330 Attn: City Administrator IN WITNESS, the parties hereto have executed this Agreement as of the day and year first above written. LICENSOR ELK RIVER COUNTRY CLUB By LICENSEE 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 1999 by , on behalf of the Elk River Country Club. Notary Public - 3 - . . . STATE OF ) ) ss. ) COUNTY OF The foregoing instrument was acknowledged before me this _ day of 1999, by Stephanie A. Klinzing and Sandy A. Peine, the Mayor and City Clerk, respectively, of the City of Elk River, a municipal corporation under the laws of Minnesota, on behalf of the corporation. Notary Public THIS INSTRUMENT DRAFTED BY: Gray, Plant, Mooty, Mooty & Bennett (PKB) 3400 City Center 33 South Sixth Street Minneapolis, MN 55402 -4- . . . Exhibit A for License Agreement The South 283.71 feet of the Southeast Quarter of the Northeast Quarter and the North 126.29 feet of the Northeast Quarter of the Southeast Quarter and the East 885.00 feet of the Southeast Quarter, Section 20 and the Southwest Quarter of the Southwest Quarter, Section 21, all lying west of the Westerly line of the former right-of-way of the Burlington Northern Railroad Company, all in Township 33, Range 26, Sherburne County, Minnesota.