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10. Cross Parking AgreementTHIS CROSS PARKING EASEI\{ENT AGREEIIIENT ("Agreement") is effective as of the dav of 2021 (the "Effective Date") and is made by and between Kraus-Anderson, Incorporated, a Minnesota corporation ("KA") and KT Real Estate Holdings, LLC. a Delaware limited liabilitl' company C'KTREH"), successor in interest to Convenience Store lnvestments, a Wisconsin limited partnership. A. KA is the owner offee title to two parcels of real property legally described as Lot 2, Block 1, Crossroads of Chanhassen, Carver County, Minnesota ("Lot 2") and Lot 3, Block I , Crossroads of Chanhassen, Carver County, Minnesota ("Lot 3") collectively referred to herein as the "KA Property". B. KTREH is the owner of certain real property located adjacent to the KA Property and legally described as Lot l, Block l. Crossroads of Chanhassen, Carver County, Mirnesota ("Lot 1" or the "KTREH Property"). C. KA and KTREH have agreed to create cross parking easements over Lot l, lot 2 and Lot 3 for the benefit ofthe each of the other Lots. D. This Agreement is required as a condition of Planned Unit Development for the Property pursuant to City of Chanhassen Ordinance No. 644. NOW, THEREFORE, in consideration of the mutual covenants and agreernents hereinafter set forth, the parties hereto hereby declare that from and after the Effective Date ofthis Agreement, the KA Property and the KTREH Property shall be subject to the following described parking easements. CROSS PARKING EASEIIIENT AGREEtrIENT RECIT.{LS (a) KTREH hereby grants and conveys to KA, as the owner ofthe KA Property, a non- exclusive perpetual easement for parking purposes over those portions oflot I that are constructed for use as parking areas on Lot I (the "Lot 1 Parking Easemenl Area") for the benefit oflot 2 and Lot 3, together with the right to the use ofcurb cuts, roadways and driveways located on Lot I for purposes ofingress and egress by vehicles and pedestrians to and from the Lot I Parking Easement Area. The initial location of the Lot I Parking Easement Area is shown on Exhibit A to this Agreement. The Lot I Parking Easernent Area may only be used for parking of vehicles during the hours that the business operating on Lot I is open to the public and no overnight or long-term parking is permitted within the tot I Parking Easement Area. The owner of Lot 1 may remove any vehicle parked in the tot I Parking Easement Area in violation of this section and the owner violating this section shall promptly reimburse the owner ofLot I for the cost ofsuch removal. In the event any improvements constructed on lot 3 encroach on the Parking Easement Areas created by this Agreement, a license shall automatically exist to allow for the continued existence and maintenance of said encroachment, provided such encroachment does not materially impact any other owner's abilit-v to use the Lot I Parking Easement Area. (b) KA hereby grants and conveys to KTREH, as the owner oflot l, a non-exclusive perpetual easement for parking purposes over those portions ofthe parking areas oflot 2, as shown on Exhibit B to this Agreement (the "Lot 2 Kwik Trip Parking Easement Area") for the benefit of the KTREH Property and together with the right to the use ofcurb cuts, roadways and driveways on Lot 2 for purposes ofingress and egress by vehicles and pedestrians to and from the Lot 2 Kwik Trip Parking Easement Area. The Lot 2 Kwik Trip Parking Easonent Area may only be used for parking ofvehicles during the hours that the business opemting on Lot 2 is open to the public and no overnight or long-term parking shall be permitted within the Lot 2 Kwik Trip Parking Easement Area. The owner of Lot 2 may remove any vehicle(s) parked in the Lot 2 Kwik Trip Parking Easernent Area in violation of this section and the owne(s) violating this section shall promptly reimburse the owner of Lot 2 for the cost of such removal. (c) KA hereby declares that Lot 2 shall hereinafter be subject to a non-exclusive per- petual easement for parking purposes over those portions of the parking areas ofLot 2, as shown on Exhibit C to this Agreement (the "Lot 2 CB Parking Easement Area") for the benefit of Lot 3 together with the right to the use ofcurb cuts, roadways and driveways on lnt 2 for purposes of ingress and egress by vehicles and pedestrians to and fiom the Lot 2 CB Parking Easement Area. The t-ot 2 CB Parking Easement Area may only be used for parking ofa vehicle during the hours that the business operating on Lot 2 is open to the public and no overnight or long-term parking shall be permitted within the l-ot 2 CB Parking Easernent Area. The owner of lnt 2 may remove any vehicle parked in the Lot 2 CB Parking Easernent Area in violation of this section and the owner violating this section shall promptly reimburse the owner of l-ot 2 for the cost of such re- moval. -2- Section l. Parkins Easements. (d) KA hereby declares that those portions of Lot 3 that are hereaftq constructed for use as parking areas on Lot 3 (the "Lot 3 Parking Easement Area") shall be subject to a perpetual, nonexclusive easernent for parking for the benefit ofLot I and Lot 2 together with the right to the use of curb cuts, roadways and driveways located on lnt 3 for purposes ofingress and egress by vehicles and pedestrians to and from the Lot 3 Parking Easement Area. The initial location of the Lot 3 Parking Easement Area is shown on Exhibit D to this Agreement. The Lot 3 Parking Ease- ment Area may only be used for parking of a vehicle during the hours that the business operating on tot 3 is open to the public and no overnight or long-term parking shall be permitted within the Lot 3 Parking Easement Area. The owner oflot 3 may remove any vehicle parked in the Lot 3 Parking Easement Area in violation of this section and the owner violating this section shall promptly reimburse the owner of Lot 3 for the cost of such removal. ln the event any improvements constructed on either Lot 2 or Lot 3 encroach on the Parking Easement Areas created by this Dec- laration, a license shall automatically exist to allow for the continued existence and maintenance of said encroachment, provided such encroachment does not materially impact the benefitted owner's abilitl to use the applicable Parking Easement Area. The Lot I Parking Easement Area, the Lot 2 Kwik Trip Parking Easement Area, the Lot 2 CB Parking Easement Area and the Lot 3 Parking Easement Area are collectively referred 1o herein as the "Parking Easement Areas". (d) The easements granted herein shall be for the benefit of but not restricted solely to, the owner of [-ot I , the owner of [.ot 2 or the owner of Lot 3. Each such owner reserves the right for themselves, the respective tenants, occupants, customers, employees, agorts, and business in- vitees ofeach owner. the right to use the Parking Easement Areas for the purposes set forth in this Agreement. (d) Each such owner further reserves the right to enter the Parking Easement Areas located on such ouner's Lot for the purpose of constructing, maintaining, repairing or replacing any utilities (including but not limited to water, gas, electric, sanitary sewer. storm sewer, and telecommunication equipment) that may presently or in the future cross the Parking Easement Areas. Any activity needed to complete construction, maintenance, repair or replacement ofsuch utilities shall be conducted in a manner which minimizes interference ofuse of the Parking Ease- ments Areas granted in this Agreement. (e) The owners of Lots l. 2 and 3 resen e the right to amend the description of the Parking Easernent Areas in the event the parking areas on either Lot l, Lot 2 or Lot 3 are rede- signed. Any amendment will only be effective upon execution of a written amendment by the then orvners oflot l, Lot 2 and Lot 3 together with consents {iom any lien holders. The new description shall be depicted by creation ofnew exhibits A, B and C, as applicable. which will be attached to the written amendment. Said amended descriptions shall only be effective upon the recording of the written amendment. Section 2. Maintenance and Repair. (a) Each owner ofa Lot subject to a Parking Easement created herein, their respective successors and assigns, at their sole cost. shall perform all maintenance, repairs and replacernents necessary to keep the Parking Easement Area located on said ouner's Lot in a safe, sightly, good and functional condition to meet the standards of comparable properties within the City of Chanhassen, Minnesota market area and in compliance with all applicable govemmental laws, -3- rules, regulations. orders, and ordinances, including, without limitation the provisions ofthe Amer- icans With Disabilities Act. as well as with the provisions of this Agteement. (b) Each owner's obligations under this Section shall include, but not be limited to, patching, resealing, re-striping and replacing parking lot surfaces and parking lot striping, sweep- ing and clearing snow and ice and refuse and rubbish as and when necessary so as to provide for the orderly ingress, egress and parking of automobiles and pedestrians and shall place and maintain adequate exit and entrance and other traffic control signs, ifneeded. to direct traffic in and out of the parking areas. The type, placernent, and maintenance ofall exit, entrance or other traffic control signs shall be governed by the ordinances and regulations adopted by the City ofChanhassen. The owner ofa Lot shall also maintain, at its sole cost, any landscaped areas located within the Parking Easement Area located on said ormer's Lot and shall not pile snow or store any trash and garbage containers in the Parking Easement Areas. Each owner ofa Lot subject to a Parking Easement created herein, their respective successors and assigns, shall have the right to temporarily block the use ofany such Parking Easement Area in order to perform maintenance, repairs and replace- ments ofsuch owner's Lot and/or the Parking Easement Area provided that such temporary block- age shall be conducted in a manner which minimizes interference ofuse ofthe Parking Easernents Areas granted in this Agreernent. (c) Each owner (the "Indemnifoing Owner") shall indemnifu and hold harmless the other owner or owners (the "Indernnified Ownel') from and against all liabilities, damages, claims, costs, attomeys fees, or other similar expenses which may be incurred by the Indemnified Owner by reason ofbodily injury or death ofany person or damage to or destruction or loss ofany property arising on or from the use ofthe Parking Easement Areas by the Indonnifoing Owner, the respec- tive tenants, occupants, customers, anployees, agents. and business invitees, except where and to the extent that such liabilities, damages, claims, costs or other similar expenses arise as a result in whole or in part llom the gross negligence or willful misconduct of the Indemnified Owner or their tenants, occupants, customers, employees, agents, and business invitees. An owner shall give prompt and timely written notice to the other owner of any claim made or suit or action commenced against either owner that might in any way result in indemnification under this Agreement. (a) Any mortgage affecting any portion of the KA Property or the KTREH Property shall at all times be subject and subordinate to the terms of this Agreement, except to the extent expressly otherwise provided herein. Any party foreclosing any such mortgage or deed oftrust or acquiring title by deed in lieu of foreclosure or trustee's sale shall acquire title subject to all ofthe terms and provisions of this Agreement. -4- Section 3. Effect. (b) Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion ofthe KA Property or the KTREH Property to the general public or for any public use or purpose whatsoever, it being the intention ofeither KA or KTREH and their respective succes- sors and assigns that nothing in this Agreement, expressed or implied, shall confer upon any per- son, other than the KA, KTREH and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Each owner further reserves the right to close off a portion of its property for such reasonable period of time as may be legally necessary, in the opinion of such owner's counsel, to prevent the acquisition of prescriptive rights by anyone; provided, how- ever, that prior to closing offany portion ofits property, as herein provided, such owner shall give written notice to all other owners of its intention to do so, and shall aftempt to coordinate such closing with each other owners so that no unreasonable interlerence in the passage ofpedestrians or vehicles shall occur. Section 4. Miscellaneous. (a) Ifany provision ofthis Agreement, or portion thereof, or the application thereof to any person or circumstances, to any extent shall be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deerned that any such invalid provision affects the consideration for this Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permifted by law. (b) This Agreement shall be construed in accordance with the laws of the State of Min- nesota (c) Nothing in this Agreonent shall be construed to make the parties hereto partners or joint venturers or render either ofsaid parties liable for the debts or obligations ofthe other. (d) This Agreement and the easernents created herein shall run with the title to the KA Property and the KTREH Property and shall be binding upon and inure to the benefit of the suc- cessors and assigns ofKA and KTREH. (e) This Agreement may be amended, modified, or terminated by an agreement in writ- ing, executed and acknowledged by the owners of the Property or their successors or assigns only upon written approval of the City of Chanhassen. This Declaration shall not be otherwise amended, modified or terminated during the term hereof. IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as ofthe day and year first above written. KA KRA US-AN D E RSOn*, I NCORPORAT E D By: Bruce W. Engelsma Chief Executive OfficerIts: -5- STATE OF MINNESOTA) )ss. cor.lNTY oF HENNEPIN) The loregoing instrument was acknowledged before me this _ day of 2021, by Bruce W. Engelsm4 the Chief Executive Officer of Kraus-Anderson, lncorporated, a Minnesota corporation, on behalf of said corporation. Notary Public Hennepin County, Minnesota My Commission Expires: Drafted by and when recorded retum to: James E. Schmeckpeper, Esq. 501 South Eighth Street Minneapolis, MN 55404 -6- IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date and year firsl written above. KTREH KT REAL ESTATE HOLDINGS, LLC By: Jeffrey Wrobel, Chief Financial Officer, Vice President and Treasurer of Kwik Trip, Inc., its Manager STATE OF ) ss. COLTNTY OF The foregoing instrument was acknowledged before me this _ day of 2021, by Jeffrey Wrobel, Chief Financial Officer, Vice President and Treasurer of Kwik Trip, Inc., Managq of KT Real Estate Holdings, LLC, a Delaware limited liability company, on behalf of said limited liability company. Notary Public La Crosse County, Wisconsin My Commission Expires: -7- ) ) ), I I t t a I VEUV INEhIASVE DNDUVd I IO'I Vjr-Eiffii r J ._1rlJ 0t Itl I \ uitlos:a 6uu*a I lql v9 rTt-l EXHIBIT B LOT 2 KWIK TRIP PARKING EASEMENT AREA I ,f ol,J I - :.1_ra -\r I l I I L- I T - E I I fil r< ,n EI I ,fr t FF I llac EXHIBIT C Lot 2 CB Parking Easement Area -n ae Ja I E E;L,' -_\l - I EI r I IiE I a- -!ra I rl\ E rrl E EXHIBIT D Lot 3 Parking Easement Area I aa Ga I E I-l--.:rt , n---.<.-r-lr ac TF I7 iEA fa CONSENT TO AGREEMENT Bremer Bank. National Association, a national banking association ("LendeC'), as the holder of the Mortgage, Security Agreement, Financing Statement and Assignment of Leases and Rents dated June 13,2013 ("Mortgage") executed by Kraus-Anderson, Incorporated ("Borrower"), as mortgagor, in favor of Lender, as Mortgagee, and filed for record in the office of the County Recorder in and for Carver County, Minnesota, on July 3, 2013, as Document No. A579988 as amended by the Amendment to Mortgage, Security Agreement, Financing Statement and Assign- menl of Leases and Rents dated June 13,2019 ("Amendment") and filed for record in the oflice of the County Recorder in and for said County and State on August 6,2019, as Document No. 4681065; hereby consents to and agrees to be subject to and bound by the terms of the foregoing Cross Parking Easements Agreement to which this Consent is attached. IN WITNESS WHEREOF, the undersigred has caused this Consent to be executed as of the _ day of 202t. BREMER BANK, NATIONAL ASSOCIATION By: Its: STATE OF MINNESOTA COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this _ day of _, 2021,by the of Bremer Bank, Na- tional Association, a national banking association, on behalfofthe national banking association. Notary SS ) ) )