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4.3. SR 03-19-2018 Request for Action To Item Number Mayor and City Council 4.3 Agenda Section Meeting Date Prepared by Consent March 19, 2018 Zack Carlton, Planning Manager Item Description Reviewed by Easement Vacation: Pipe Portfolio Peter Beck, City Attorney Reviewed by Cal Portner, City Administrator Action Requested 1. Approve, by motion, the Grant of Permanent Easements Agreement, granting the city eight separate utility easements for water and sewer lines on the Pipe Portfolio property. 2. Approve, by motion, the Utility and Ingress and Access Easement Agreement connecting Quinn Avenue and the city water tower property providing the city permanent, legal access to the water tower. 3. 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. 4. Approve, by motion, the Quit Claim Deed to Pipe Portfolio, which conveys any residual interest in the previously vacated rights of way to Pipe Portfolio. Background/Discussion On April 17, 2017, the City Council approved a number of actions to vacate unnecessary rights of way th and easements on the Forterra (Pipe Portfolio) property located at 1340 6 Street NW, and replaced those rights of way and easements with new, generally wider, easements for the existing water, sewer, and electric utility lines on the property. The approval also provided staff with the authority to make minor adjustments to the approved documents based on the continued discussions with Forterra. The follow-up discussions with Forterra resulted in more document changes than anticipated including quit claim deed. Therefore, the city attorney is requesting a second review and approval from the Council. There has been no change to the basic agreement, just some revisions and additions to the documents. The city attorney recommends the Council approve the revised documents to implement the agreement. Financial Impact None Attachments  City Council Packet dated April 17, 2017  Grant of Permanent Easements  Utility and Ingress and Access Easements  License Agreement  Quitclaim Deed (City to Pipe Portfolio)  Quitclaim Deed (Pipe Portfolio to City)  Easement Depictions The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires prosperity GRANT OF PERMANENT EASEMENTS THIS GRANT OF PERMANENT EASEMENTS (this “Grant of Easements”) is made on this ______ day of _________________, 2018, 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 and depicted on Exhibit C attached hereto. The easements are individually described as “Easement 1,” “Easement 2,” “Easement 3,” “Easement 4,” “Easement 5,” “Easement 6,” “Easement 7,” and “Easement 8,” and are collectively referred to herein as the “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 D 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 E attached hereto in a timely manner. 3. Grant of Easements – Subject to Grantee’s fulfillment of its obligations set forth in Paragraph 1 and Paragraph 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 certain water, sewer and electric lines, and related facilities (the “Utility Facilities”) under, on or above the surface of those portions of the Property (each an “Easement Area,” and together, the “Easement Areas”) legally 191673v14 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. Notwithstanding the foregoing, Grantor and Grantee acknowledge that the rights granted hereunder are subject to all matters of record, including, but not limited to, as related to Easements 1, 5 and 6, Grantor’s rights and privileges associated with the railroad spur tracks. None of the Easements granted hereunder shall disrupt Grantor’s (and its successors and assigns) use of or interfere with Grantor’s (and its successors and assigns) rights in the spur tracks, and Grantee has no right to install new Utility Facilities (or other structures) in any way that would disrupt Grantor’s (and its successors and assigns) use of or interfere with Grantor’s (and its successors and assigns) rights in the spur tracks, except to the extent authorized by Grantor (and its successors and assigns). Grantee agrees that it will not install overhead electrical utility facilities within Easements 1, 2, 3, 7, or 8, except upon request by Grantee and agreement by Grantor. 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. If any of the Easements granted hereunder should interfere with Grantor’s, or Grantor’s tenant’s operations on, or use or redevelopment of Grantor’s property outside of the applicable Easement Area, the Grantee agrees upon the request of Grantor to relocate the Easement Areas and Utility Facilities at the expense of Grantor, with the vacated portion of the applicable Easement being released and conveyed back to Grantor and the site of the relocated easement area being conveyed and included in this Grant of Easements as though it had been included ab initio. 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 Grantor, except that Grantor may waive this notice period and, in an emergency, the work may be initiated by Grantee after reasonable notice. 2 191673v14 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 or immediately adjacent to the original sanitary sewer line easement, which is being replaced by Easement 1. Grantee agrees to vacate the original sanitary sewer easement, as provided in paragraph 6 of Exhibit D, and provide a new easement for the Utility Facilities as provided in Easement 1, which will place the existing Utility Facilities near the west boundary of the Easement Area of Easement 1, rather than near the center of such Easement Area, as set forth on Exhibit B. B. Grantor agrees that Grantor is fully responsible and liable for any and all damage caused to Grantor’s improvements located within 10 feet of the westerly boundary of Easement 1 and agrees to release Grantee from any and all responsibility and waives any rights against Grantee arising out of the use, maintenance, repair or replacement of the utility located within Easement 1, except for any damages caused by any negligence on the part of Grantee, its agents, contractors, licensees or invitees. Notwithstanding the foregoing, Grantee shall notify Grantor prior to the commencement of any work being done within Easement 1 and shall endeavor in good faith to coordinate such work with Grantor in order to attempt to avoid damage to Grantor’s improvements. 8. Indemnification. A. Grantee agrees to indemnify and to hold harmless 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 Grantee, resulting from, arising out of, or in any way connected with Grantee’s access to such Easement Areas or the exercise of the privileges and rights of Grantee under this Grant of Easements except for any negligence on the part of Grantor, its agents, contractors, licensees or invitees and except as otherwise provided under this Grant of Easements. 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 or negligence of Grantor, its employees, agents or contractors. B. Grantor agrees to indemnify and to hold harmless 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 Grantor, resulting from, arising out of, or in any way connected with 3 191673v14 Grantor’s use of the Easement Areas authorized under Paragraph 4 of this Grant of Easements, except for any negligence on the part of Grantee, its agents, contractors, licensees or invitees and except as otherwise provided under this Grant of Easements. 9. Encroachments. A. Grantee hereby approves the existing encroachments in the Easement Areas caused by Grantor’s building/structures as depicted on Exhibit F and Exhibit G (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 Grantee to occupy or access the Utility Facilities or Easement Areas and the applicable Encroachment is inconsistent with Grantee’s use of the Easement Areas, unless Grantor provides an alternate Easement Area within 90 days of notice by Grantee in which to relocate the applicable Utility Facility. 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. C. Grantee acknowledges that, as of the date hereof, none of Grantor’s buildings, structures, or other improvements encroach onto Easement 1. If at any time, however, any of Grantor’s buildings, structures, or other improvements encroach onto Easement 1, such encroachment shall be deemed an Encroachment, and shall be subject to this Paragraph 9. 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. 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 4 191673v14 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. \[signature page follows\] 5 191673v14 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 6 191673v14 STATE OF _______________ ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this day of , 2018, 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 _______________, 2018, 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 7 191673v14 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY File No.: 01040-17971a 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. 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 A-1 191673v14 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 parallel 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. Lot Thirteen (13), Auditor's Subdivision No. 3, in the Village of Elk River, Sherburne County, Minnesota. 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 angles 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 railroad 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. A-2 191673v14 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 the 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 North 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 A-3 191673v14 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 terminating 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 parallel 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. 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, A-4 191673v14 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 Street in the Village of Elk River, Minnesota, according to the recorded plat thereof. Lot Seven (7), of Auditor's Subdivision Number Three (3), in the Village of Elk River, Sherburne County, Minnesota. 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. 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. 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 Northwest 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; AND That part of the following described tract lying 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 A-5 191673v14 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. A-6 191673v14 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 B-1 191673v14 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 seconds 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. B-2 191673v14 Easement 5. A drainage and utility easement 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 AUDITORS 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 B-3 191673v14 Line A, a distance of 12.00 feet to the Point of Beginning. Easement 6. 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, th Sherburne County, Minnesota; thence east along the east and west 1/16 Section line of the Northeast Quarter of Section 33, Township 33, Range 26, a distance of 914.80 feet; th thence north 33.00 feet; thence west and parallel with the above said 1/16 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 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: B-4 191673v14 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. B-5 191673v14 EXHIBIT C DEPICTION OF EASEMENTS 1 (see attached) 1 Depiction of the Easements to be attached to PDF of final document. C-1 191673v14 EXHIBIT D LEGAL DESCRIPTION OF EASEMENTS VACATED BY GRANTEE 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. 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 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 recorded as Sherburne County Recorder Document No. 72031. D-1 191673v14 EXHIBIT E LEGAL DESCRIPTION OF GRANTEE PROPERTY TO BE QUIT CLAIMED TO GRANTOR 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. E-1 191673v14 EXHIBIT F ENCROACHMENT WITHIN EASEMENT 7 2 (see attached) 2 Depiction of such encroachment to be attached to PDF of final document. F-1 191673v14 EXHIBIT G ENCROACHMENT WITHIN EASEMENT 8 3 (see attached) 3 Depiction of such encroachment to be attached to PDF of final document. F-1 191673v14 TENANT/LESSEE CONSENT TO EASEMENT FORTERRA PIPE & PRECAST, LLC, a Delaware limited liability company, which has a Tenant/Lessee interest in the property subject to the foregoing Grant of Permanent Easements pursuant to that certain Memorandum of Lease and Right of First Refusal with PIPE PORTFOLIO OWNER EXCHANGE (MULTI) LP, a Delaware limited partnership, dated April 14, 2016 and filed of record April 25, 2016, as Document No. 819137 with the office of the County Recorder for Sherburne County, Minnesota, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consents to the granting of the foregoing Grant of Permanent Easements. FORTERRA PIPE & PRECAST, LLC BY: ________________________________ Its AND: ________________________________ Its STATE OF ___________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ______ day of __________________, 2017, by ________________________________ and by ________________________________ the ________________________________ and ________________________________ of Forterra Pipe & Precast, LLC, a Delaware limited liability company, on its behalf. _____________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: C AMPBELL K NUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP 191673v14 TENANT/LESSEE CONSENT TO EASEMENT FORTERRA CONCRETE INDUSTRIES, INC., a Tennessee corporation, which has a Tenant/Lessee interest in the property subject to the foregoing Grant of Permanent Easements pursuant to that certain Memorandum of Lease and Right of First Refusal with PIPE PORTFOLIO OWNER EXCHANGE (MULTI) LP, a Delaware limited partnership, dated April 14, 2016 and filed of record April 25, 2016, as Document No. 819137 with the office of the County Recorder for Sherburne County, Minnesota, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consents to the granting of the foregoing Grant of Permanent Easements. FORTERRA CONCRETE INDUSTRIES, INC. BY: ________________________________ Its AND: ________________________________ Its STATE OF ___________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ______ day of __________________, 2017, by ________________________________ and by ________________________________ the ________________________________ and ________________________________ of Forterra Concrete Industries, Inc., a Tennessee corporation, on its behalf. _____________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: C AMPBELL K NUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP 191673v14 TENANT/LESSEE CONSENT TO EASEMENT FORTERRA PRESSURE, INC., an Ohio corporation, which has a Tenant/Lessee interest in the property subject to the foregoing Grant of Permanent Easements pursuant to that certain Memorandum of Lease and Right of First Refusal with PIPE PORTFOLIO OWNER EXCHANGE (MULTI) LP, a Delaware limited partnership, dated April 14, 2016 and filed of record April 25, 2016, as Document No. 819137 with the office of the County Recorder for Sherburne County, Minnesota, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consents to the granting of the foregoing Grant of Permanent Easements. FORTERRA PRESSURE PIPE, INC. BY: ________________________________ Its AND: ________________________________ Its STATE OF ___________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ______ day of __________________, 2017, by ________________________________ and by ________________________________ the ________________________________ and ________________________________ of Forterra Pressure Pipe, Inc., an Ohio corporation, on its behalf. _____________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: C AMPBELL K NUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP 191673v14 TENANT/LESSEE CONSENT TO EASEMENT FORTERRA CONCRETE PRODUCTS, INC., an Iowa corporation, which has a Tenant/Lessee interest in the property subject to the foregoing Grant of Permanent Easements pursuant to that certain Memorandum of Lease and Right of First Refusal with PIPE PORTFOLIO OWNER EXCHANGE (MULTI) LP, a Delaware limited partnership, dated April 14, 2016 and filed of record April 25, 2016, as Document No. 819137 with the office of the County Recorder for Sherburne County, Minnesota, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consents to the granting of the foregoing Grant of Permanent Easements. FORTERRA CONCRETE PRODUCTS, INC. BY: ________________________________ Its AND: ________________________________ Its STATE OF ___________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ______ day of __________________, 2017, by ________________________________ and by ________________________________ the ________________________________ and ________________________________ of Forterra Concrete Products, Inc., an Iowa corporation, on its behalf. _____________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: C AMPBELL K NUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP 191673v14 Sanitary Sewer Easement for: Sidley Austin LLP N Location: City of Elk River, Sherburne County, Minnesota WE See sheet 2 of 2 for legal descriptions Legend S -Denotes Sanitary Sewer Easement 060120 P.O.C., NORTHWEST CORNER OF AUDITOR'S SUBDIVISION OF LOT 6 OF AUDITOR'S SUBDIVISION NO. 3 O. 3 ON N IVISI P.O.B.UBD R'S S DITO 8, AU LOT E OF H LIN OUT S ) OAD MED R NNA (U 00 161. 12 F LOT INE O RTH L NO OF SION BDIVI 'S SU ITOR , AUD LINE RTH NO 1 . 3 N NO IVISIO UBD R'S S DITO F AU T 6 O LO 19 T N E M T E O S O A F E 0 R 2 E , E W N E I S L LY R O A R T T I N N O A CS 19 1 INE, AY L OF W IGHT RLY R RTHE NO Y 10 . HW U.S U . S . H W Y 1 0 4285 Lexington Ave. N., St. Paul, Minnesota 55126 I hereby certify that this survey, plan, or report Phone: 651.415.3800 Fax: 651.415.2001 was prepared by me or under my direct Bismarck Cedar Rapids Denver Detroit Lakes Fargo supervision and that I am a duly Licensed Land Minot Sioux Falls St. Paul Williston Surveyor under the laws of the State of Minnesota. Web: www.ulteig.com Ulteig Job Number: 16.01410 PRELIMINARY Christina M. Hopp Lic. No. 46173 Section: 33 Township: 33N Range: 26W, 4th P.M. County: Sherburne Date: Sheet 1 of 2 Sanitary Sewer Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota Description of Easement: A 20 foot wide sanitary sewer 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 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. Contains 16,467 square feet, more or less. 4285 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 2 of 2 Water Main and Sanitary Sewer Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota WEST RIGHT OF WAY See sheet 2 of 2 for legal descriptions LINE, QUINN AVE QUINN AVE R R 5 1 . F 1 8 S N B E "LINE B" NS ) D A O R D "LINE A" 050100 E M A N N U 3 ( Legend . 6 O T N O -Denotes Water Main and N L O Sanitary Sewer Easement I F S O I V N I 2 1 O D I B T S 3 I U O . V S LI O D S F N ' B O R N U O E O S I T N I I S S ' I D L RV U I H O A D T T , IB R 8 DU O T S U N O A S ' L , R E F O N O I T LI E D H N I U T L A R H F O T O N U O S 1 2 . 7 2 P.O.C., SOUTHWEST CORNER 1 OF LOT 8, AUDITOR'S SUBDIVISION NO. 3 WEST LINE, AUDITOR'S P.O.B., "LINE B" SUBDIVISION OF LOT 6 OF P.O.B., "LINE A" AUDITOR'S SUBDIVIS ION NO. 3 WEST LINE, LOT 8 EAST LINE, LOT 11 4285 Lexington Ave. N., St. Paul, Minnesota 55126 I hereby certify that this survey, plan, or report Phone: 651.415.3800 Fax: 651.415.2001 was prepared by me or under my direct Bismarck Cedar Rapids Denver Detroit Lakes Fargo supervision and that I am a duly Licensed Land Minot Sioux Falls St. Paul Williston Surveyor under the laws of the State of Minnesota. Web: www.ulteig.com Ulteig Job Number: 16.01410 PRELIMINARY Christina M. Hopp Lic. No. 46173 Section: 33 Township: 33N Range: 26W, 4th P.M. County: Sherburne Date: Sheet 1 of 2 Water Main and Sanitary Sewer Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota Description of Water Main and Sanitary Sewer Easement: A water main and sanitary sewer 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. Contains 24,344 square feet, more or less. 4285 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 2 of 2 Water Main Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota See sheet 2 of 2 for legal descriptions WEST LINE, LOT 8 P.O.C., SOUTHEAST CORNER OF WEST LINE, L OT 8 LOT 11 P.O.B. E EAST LINE, LOT 11 S NEAST LINE, LOT 11 33.05 11.54 23.16 050100 EAST LINE, 7 9 Legend LOT 23 . 6 2 -Denotes Water Main Easement 7 3 . 8 7 1 0 1 0 1 1 T 3 O 2 L , T E O N L I , L E H N I T L U H O T S R O N WEST LINE, LOT 11 EAST LINE, LOT 12 D A 8 O 5 R. 8 Y 3 R 1 A T I L I 0 M 1 2 1 T O L , 0 173.96 E 1 N I L CENTERLINE 20 FOOT WIDE 1 8 H . 4 T 1 WATER MAIN EASEMENT 2 0 U 1 O S , E N I 1 L 0 H5 1 T U T 2 4O O . SL 6 EAST RIGHT OF WAY LINE, C.H. 44 / UPLAND AVE NW 4 1 C.H. 44 / UPLAND AVE NW 4285 Lexington Ave. N., St. Paul, Minnesota 55126 I hereby certify that this survey, plan, or report Phone: 651.415.3800 Fax: 651.415.2001 was prepared by me or under my direct Bismarck Cedar Rapids Denver Detroit Lakes Fargo supervision and that I am a duly Licensed Land Minot Sioux Falls St. Paul Williston Surveyor under the laws of the State of Minnesota. Web: www.ulteig.com Ulteig Job Number: 16.01410 PRELIMINARY Christina M. Hopp Lic. No. 46173 Section: 33 Township: 33N Range: 26W, 4th P.M. County: Sherburne Date: Sheet 1 of 2 Water Main Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota Description of Water Main Easement: A 20 foot wide water main 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 seconds 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. Contains 24,117 square feet, more or less. 4285 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 2 of 2 Water Main Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota N Legend WE 03060 -Denotes Water Main S Easement 0 2 SOUTH BOUNDARY, 75 CITY OF ELK RIVER PARCEL PER DOC. 98435 WEST LINE, LOT 8 T N E M E S A E N 3 I 7 A 3 M R E T A W , OT 8 OF L LINE UTH SO 75 O. 3 ON N IVISI SUBD OR'S UDIT A 20 Description of Easement: A water main 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. Contains 7,461 square feet, more or less. 4285 Lexington Ave. N., St. Paul, Minnesota 55126 I hereby certify that this survey, plan, or report Phone: 651.415.3800 Fax: 651.415.2001 was prepared by me or under my direct Bismarck Cedar Rapids Denver Detroit Lakes Fargo supervision and that I am a duly Licensed Land Minot Sioux Falls St. Paul Williston Surveyor under the laws of the State of Minnesota. Web: www.ulteig.com Ulteig Job Number: 16.01410 PRELIMINARY Christina M. Hopp Lic. No. 46173 Section: 33 Township: 33N Range: 26W, 4th P.M. County: Sherburne Date: Sheet 1 of 1 Utility Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota N See sheet 2 of 2 for legal descriptions Legend WE 03060 -Denotes Utility Easement S B N S POINT OF COMMENCEMENT, F NORTHWEST CORNER OF R THE NORTHEAST QUARTER OF SECTION 33 R B N S F R R SOUTH 1331.36 10 10 QUARTER OF SECTION 33 8 T WEST LINE OF THE NORTHEAST O L , E N I L T S E W EAST LINE, LOT 11 CENTERLINE 20 FOOT UTILITY EASEMENT 1 0 , OT 8 OF L LINE UTH SO O. 3 ION N IVIS SUBD OR'S UDIT A 1 0 EAST 160.89 POINT OF BEGINNING, CENTERLINE 20 FOOT UTILITY EASEMENT 4285 Lexington Ave. N., St. Paul, Minnesota 55126 I hereby certify that this survey, plan, or report Phone: 651.415.3800 Fax: 651.415.2001 was prepared by me or under my direct Bismarck Cedar Rapids Denver Detroit Lakes Fargo supervision and that I am a duly Licensed Land Minot Sioux Falls St. Paul Williston Surveyor under the laws of the State of Minnesota. Web: www.ulteig.com Ulteig Job Number: 16.01410 PRELIMINARY Christina M. Hopp Lic. No. 46173 Section: 33 Township: 33N Range: 26W, 4th P.M. County: Sherburne Date: Sheet 1 of 2 Utility Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota Description of Utility Easement: A 20 foot perpetual 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. 4285 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 2 of 2 UTILITY AND INGRESS AND ACCESS EASEMENTS THIS EASEMENT GRANT (this “Easement Grant”) is made and entered into on ___________________, 2018, 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 properties legally described in Exhibit A attached hereto and incorporated herein, together with the right to construct, install, maintain, repair, use, modify and service facilities for utility and access purposes within the easement areas and for no other purpose (the “Easement Areas”): 1. Grantor hereby grants to Grantee, its successors and assigns, permanent non-exclusive easements for utility and access purposes over, under and across the Easement Areas, together with the right to construct, install, maintain, repair, use, modify, and service facilities for utility and access purposes within the Easement Areas and for no other purpose. 2. 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. 3. Grantor hereby reserves for itself and its successors and assigns the right to use the above Easement Areas along with Grantee; and Grantor may use such Easement Areas for other purposes not inconsistent with the rights granted to Grantee under this Agreement. 4. 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 1 191911v12 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, about or accessing 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 Areas for the operation, maintenance, relocation, replacement, substitution or removal of the utilities within the Easement Areas, unless caused by the intentional misconduct or gross 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 or gross negligence of Grantor, its employees, agents or contractors. 5. If this Easement Grant should interfere with Grantor’s, or Grantor’s tenant’s operations on, or use or redevelopment of Grantor’s property outside of the Easement Areas, the Grantee agrees upon the request of Grantor to relocate the Easement Areas and utilities or improvements for access thereon 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. 6. For the avoidance of doubt, Grantee acknowledges that it has no claim for access across any property owned by Grantor outside the Easement Areas. 7. Grantor represents and warrants to Grantee that Grantor is the only owner of the fee simple title to the Easement Areas 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 Easement Areas except matters of record. 8. Any modifications of this Easement Grant or additional obligation assumed by either party in connection with this Easement Grant shall be binding only if evidenced in writing signed by each party or an authorized representative of each party. 9. It is agreed that this Easement Grant shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota. \[Signature Continued on Next Page\] 2 191911v12 IN WITNESS WHEREOF, Grantor has caused this Easement Grant 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 , 2018, 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) th 60 South 6 Street, Suite 2700 Minneapolis, MN 55402 3 191911v12 EXHIBIT A Legal Description of Utility, Ingress and Egress Easement 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 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 parallel with and distant 240 feet distant East of the West line of said Lot Eight (8). AND A 60 foot easement for utility, ingress and egress purposes over, on, under and through the following described property: The Northeast 60.00 feet of that part of Lot 8, AUDITOR’S SUBDIVISION NO. 3, in the Village of Elk River, Sherburne County, Minnesota which lies West of the extension North of the West line of Quinn Avenue NW, formerly known as Hope Street as shown in A PLAT OF AUDITORS SUBDIVISION OF LOT 6 OF AUDITORS SUBDIVISION NO. 3 ELK RIVER, in said Sherburne County, and which lies East of the East line of the West 240.00 feet of said Lot 8. 4 191911v12 TENANT/LESSEE CONSENT TO EASEMENT FORTERRA PIPE & PRECAST, LLC, a Delaware limited liability company, which has a Tenant/Lessee interest in the property subject to the foregoing Utility and Ingress and Access Easements pursuant to that certain Memorandum of Lease and Right of First Refusal with PIPE PORTFOLIO OWNER EXCHANGE (MULTI) LP, a Delaware limited partnership, dated April 14, 2016 and filed of record April 25, 2016, as Document No. 819137 with the office of the County Recorder for Sherburne County, Minnesota, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consents to the granting of the foregoing Utility and Ingress and Access Easements. FORTERRA PIPE & PRECAST, LLC BY: ________________________________ Its AND: ________________________________ Its STATE OF ___________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ______ day of __________________, 2018, by ________________________________ and by ________________________________ the ________________________________ and ________________________________ of Forterra Pipe & Precast, LLC, a Delaware limited liability company, on its behalf. _____________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: C AMPBELL K NUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP 5 191911v12 TENANT/LESSEE CONSENT TO EASEMENT FORTERRA CONCRETE INDUSTRIES, INC., a Tennessee corporation, which has a Tenant/Lessee interest in the property subject to the foregoing Utility and Ingress and Access Easements pursuant to that certain Memorandum of Lease and Right of First Refusal with PIPE PORTFOLIO OWNER EXCHANGE (MULTI) LP, a Delaware limited partnership, dated April 14, 2016 and filed of record April 25, 2016, as Document No. 819137 with the office of the County Recorder for Sherburne County, Minnesota, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consents to the granting of the foregoing Utility and Ingress and Access Easements. FORTERRA CONCRETE INDUSTRIES, INC. BY: ________________________________ Its AND: ________________________________ Its STATE OF ___________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ______ day of __________________, 2018, by ________________________________ and by ________________________________ the ________________________________ and ________________________________ of Forterra Concrete Industries, Inc., a Tennessee corporation, on its behalf. _____________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: C AMPBELL K NUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP 6 191911v12 TENANT/LESSEE CONSENT TO EASEMENT FORTERRA PRESSURE, INC., an Ohio corporation, which has a Tenant/Lessee interest in the property subject to the foregoing Utility and Ingress and Access Easements pursuant to that certain Memorandum of Lease and Right of First Refusal with PIPE PORTFOLIO OWNER EXCHANGE (MULTI) LP, a Delaware limited partnership, dated April 14, 2016 and filed of record April 25, 2016, as Document No. 819137 with the office of the County Recorder for Sherburne County, Minnesota, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consents to the granting of the foregoing Utility and Ingress and Access Easements. FORTERRA PRESSURE PIPE, INC. BY: ________________________________ Its AND: ________________________________ Its STATE OF ___________ ) ) ss. COUNTY OF _________ ) The foregoing instrument was acknowledged before me this ______ day of __________________, 2018, by ________________________________ and by ________________________________ the ________________________________ and ________________________________ of Forterra Pressure Pipe, Inc., an Ohio corporation, on its behalf. _____________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: C AMPBELL K NUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP 7 191911v12 TENANT/LESSEE CONSENT TO EASEMENT FORTERRA CONCRETE PRODUCTS, INC., an Iowa corporation, which has a Tenant/Lessee interest in the property subject to the foregoing Utility and Ingress and Access Easements pursuant to that certain Memorandum of Lease and Right of First Refusal with PIPE PORTFOLIO OWNER EXCHANGE (MULTI) LP, a Delaware limited partnership, dated April 14, 2016 and filed of record April 25, 2016, as Document No. 819137 with the office of the County Recorder for Sherburne County, Minnesota, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby join in and consents to the granting of the foregoing Utility and Ingress and Access Easements. FORTERRA CONCRETE PRODUCTS, INC. BY: ________________________________ Its AND: ________________________________ Its STATE OF ________________) ) ss. COUNTY OF ______________) The foregoing instrument was acknowledged before me this ______ day of __________________, 2018, by ________________________________ and by ________________________________ the ________________________________ and ________________________________ of Forterra Concrete Products, Inc., an Iowa corporation, on its behalf. _____________________________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: C AMPBELL K NUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP 8 191911v12 LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is made this _________ day of ________________, 2018, 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. 193313v5 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, provided Licensor uses reasonable efforts to avoid interfering with Licensee’s use of the License Area. 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 in violation of any federal, state or local law, regulations, ordinance or requirements governing Hazardous Materials; (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 2 193313v5 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 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 (or shall cause its tenant(s) to), at no cost or expense to Licensor, 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 $2,000,000.00 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 (or shall cause its tenant(s) to) procure and deliver to Licensor certification from the respective insurance companies indicating that the insurance to be maintained by Licensee is in force. During the term of this Agreement, upon request by Licensor, License shall (or shall cause its tenant(s) to) procure and deliver to Licensor updated certifications from the respective insurance companies indicating that the insurance to be maintained by Licensee is in force. Licensee shall (or shall cause its tenant(s) to) notify Licensor if any of the coverage required by this Section 10 is cancelled or terminated. 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; provided, however, Licensee may assign and/or transfer this Agreement and the License herein granted to its parent, subsidiary, affiliate, mortgage lender or successor-in-interest pursuant to a third party sale. 12. Termination. Licensor may terminate the License granted by this Agreement for any reason, in its sole discretion, upon 60 days’ written notice from Licensor to Licensee. In addition, Licensor may terminate the License granted by this Agreement immediately upon notice to Licensee if required by a legal proceeding or a federal governmental authority. Licensee may terminate the License granted by this Agreement at any time, upon written notice 3 193313v5 to Licensor. Within five (5) days of the effective date of termination, Licensee shall remove all of Licensee’s property from the License Area and return the License Area to its existing condition. 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 4 193313v5 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. 5 193313v5 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 __________, 2018, 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-1 193313v5 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 __________, 2018, 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 S-2 193313v5 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). A-1 193313v5 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. B-1 193313v5 Quit Claim Deed Corporation or Partnership to Corporation or Partnership STATE DEED TAX DUE HEREON: $ 1.65 Date: _____________________, 2018 FOR VALUABLE CONSIDERATION, The 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 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. together with all hereditaments and appurtenances belonging thereto. This deed is given to release all of the Grantor’s interest in the within property. The consideration for this deed is less then $500.00. City of Elk River By: __________________________________ 1 191925v2 Its Mayor By: __________________________________ Its: City Manager STATE OF } ss COUNTY OF The foregoing instrument was acknowledged before me this day of , 2018, by _________________________ and ________________________ the Mayor and City Manager respectively of City of Elk River., a Minnesota municipal corporation, Grantor, on behalf of the corporation. Notary Public THIS INSTRUMENT WAS DRAFTED Tax Statements should be mailed to: BY: PIPE PORTFOLIO OWNER (MULTI) LP Best & Flanagan LLP (MVP) 60 South Sixth Street, Suite 2700 Minneapolis, MN 55402 (612) 339-7121 191925v2 2 (Reserved for Recording Data) QUIT CLAIM DEED STATE DEED TAX DUE HEREON: $1.65 Dated: ___________________, 2018. F OR V ALUABLE C ONSIDERATION, PIPE PORTFOLIO OWNER (MULTI) LP, a Delaware limited partnership as Grantor, hereby conveys and quitclaims to the CITY OF ELK RIVER, a Minnesota municipal corporation, situated in Sherburne County, Minnesota, Grantee, real property in Sherburne County, Minnesota, described as follows: The East 60.00 feet and the Northeast 60.00 feet of that part of Lot 8, AUDITOR’S SUBDIVISION NO. 3, in the Village of Elk River, Sherburne County, Minnesota which lies East of the extension North of the West line of Quinn Avenue NW, formerly known as Hope Street as shown in A PLAT OF AUDITORS SUBDIVISION OF LOT 6 OF AUDITORS SUBDIVISION NO. 3 ELK RIVER, in said Sherburne County, and which lies West of the extension North of the East line of said Quinn Avenue NW. 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. 1 196868v1 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 , 2018, 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 Check here if part or all of the land is Registered (Torrens) DRAFTED BY: Tax Statements for the real property CAMPBELL KNUTSON described in this instrument should be sent to: Professional Association City of Elk River Grand Oak Office Center I 13065 Orono Parkway 860 Blue Gentian Road, Suite 290 Elk River, Minnesota 55330 Eagan, Minnesota 55121 Telephone: 651-452-5000\] AMP/smt 196868v1 2 Water Main Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota N Legend WE 03060 - Denotes Water Main S Easement 0 2 SOUTH BOUNDARY, 75 OVERHEAD CITY OF ELK RIVER PARCEL PER DOC. 98435 CONVEYOR WEST LINE, LOT 8 T N E M E S A E N 3 I 7 A 3 M R E T A W EXISTING BUILDING , OT 8 OF L LINE UTH SO O. 3 ON N IVISI SUBD OR'S UDIT A 20 75 Description of Easement: A water main 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. Contains 7,461 square feet, more or less. 4285 Lexington Ave. N., St. Paul, Minnesota 55126 I hereby certify that this survey, plan, or report Phone: 651.415.3800 Fax: 651.415.2001 was prepared by me or under my direct Bismarck Cedar Rapids Denver Detroit Lakes Fargo supervision and that I am a duly Licensed Land Minot Sioux Falls St. Paul Williston Surveyor under the laws of the State of Minnesota. Web: www.ulteig.com Ulteig Job Number: 16.01410 PRELIMINARY Christina M. Hopp Lic. No. 46173 Section: 33 Township: 33N Range: 26W, 4th P.M. County: Sherburne Date: Sheet 1 of 1 Utility Easement for: Sidley Austin LLP Location: City of Elk River, Sherburne County, Minnesota N See sheet 2 of 2 for legal descriptions Legend WE 050100 - Denotes Utility Easement S B N S POINT OF COMMENCEMENT, F NORTHWEST CORNER OF R THE NORTHEAST QUARTER OF SECTION 33 R B N S F R R SOUTH 1331.36 10 10 QUARTER OF SECTION 33 8 T WEST LINE OF THE NORTHEAST O L , E N I L T S E W EAST LINE, LOT 11 CENTERLINE 20 FOOT UTILITY EASEMENT OVERHEAD CONVEYOR , OT 8 OF L LINE OUTH S . 3 N NO IVISIO UBD R'S S UDITO A 1 0 1 0 EAST 160.89 POINT OF BEGINNING, CENTERLINE 20 FOOT UTILITY EASEMENT 4285 Lexington Ave. N., St. Paul, Minnesota 55126 I hereby certify that this survey, plan, or report Phone: 651.415.3800 Fax: 651.415.2001 was prepared by me or under my direct Bismarck Cedar Rapids Denver Detroit Lakes Fargo supervision and that I am a duly Licensed Land Minot Sioux Falls St. Paul Williston Surveyor under the laws of the State of Minnesota. Web: www.ulteig.com Ulteig Job Number: 16.01410 PRELIMINARY Christina M. Hopp Lic. No. 46173 Section: 33 Township: 33N Range: 26W, 4th P.M. County: Sherburne Date: Sheet 1 of 2