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ITEM 3.5 ISD728 Prairie View Middle Schoolc' 0 tSTY Ce F o MINNESOTA DEPARTMENT INFORMATION Request for City Council Action ORIGINATING DEPA}ZTMEN,T„ EE�"ING DATA ,.vr , . Planning City Planner Licht 28 September 2020 Prt s�N '0' i RD F. Consent City Administrator/Finance Director Flaherty City Attorney Kendall 3.5 — ISD 728 STRATEGIC VISION X Is a strong organization that is committed to leading the community through innovative communication. X Has proactively expanded infrastructure to responsibly provide core services. Is committed to delivery of quality emergency service responsive to community needs and expectations in a cost-effective manner. Is a social community with diverse housing, service options, and employment opportunities. Is a distinctive, connected community known for its beauty and natural surroundings. AGENDA ITEM DETAILS City staff recommends approval of a Development Contract for the ISD 728 Prairie View Middle School Addition. Yes No The City Council approved a preliminary/final plat for the ISD 728 Prairie View Middle School Addition and site/building plans and a PUD-CUP for development of the Otsego Middle School at their meeting on 14 September 2020. Section 10-10 of the Subdivision Ordinance requires that ISD 728 execute a Development Contract with the City to provide for construction of the project, completion of all public improvements, establishment of required securities, and payment of applicable fees. The City Attorney has drafted a Development Contract related to the proposed Otsego Middle School plat and site development, which is to be adopted by resolution of the City Council and executed prior to recordine of the final plat. ■ Resolution 2020-63 approving a Development Contract ■ Development Contract POSSIBLE MOTION FLI ASE WORD MOTION AS YOU.UVOUGD LIKE ITTO APPEARN THEaVIINUTES: Motion to adopt Resolution 2020-63 approving a Development Contract for the ISD 728 Prairie View Middle School Addition. BUDGET INFORMATION M NA CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO: 2020-63 APPROVING A DEVELOPMENT CONTRACT FOR ISD 728 PRAIRIE VIEW MIDDLE SCHOOL ADDITION WHEREAS, ISD 728 (the "developer") is proposing development of ISD 728 Prairie View Middle School Addition; and WHEREAS, a final plat for the development was approved on 14 September 2020 by the City Council; and WHEREAS, Section 10-10-4.A of the Subdivision Ordinance requires the developer to enter into a development contract to provide the City construction and warranty securities for the public and private improvements and to provide the City various remedies in the event that the developer breaches the terms and conditions of said contract; and WHEREAS, those obligations are outlined and memorialized in the attached Development Contract. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA THAT: 1. The Development Contract attached hereto between the City of Otsego and ISD 728 hereby approved in form subject to modification of fees, charges, and securities as approved by City staff. 2. The Mayor and City Clerk are hereby authorized to execute the Development Contract on behalf of the City of Otsego. 1 ADOPTED by the Otsego City Council this 28th day of September, 2020. MOTION BY: SECONDED BY: IN FAVOR: OPPOSED: 9, CITY OF OTSEGO Jessica L. Stockamp, Mayor ATTEST: Tami M. Loff, City Clerk (resevved for recording information) DEVELOPMENT CONTRACT (Developer Installed Improvements) ISD 728 - PRAIRIE VIE W MIDDLE SCHOOL ADDITION CONTRACT dated , 2020, by and between the CITY OF OTSEGO, a Minnesota municipal corporation ("City"), and INDEPENDENT SCHOOL DISTRICT NO. 728, a political subdivision under the laws of Minnesota (the "Developer") 1. REQUEST FOR PLAT APPROVAL. The Developer has asked the City to approve a plat for ISD 728 PRAIRIE VIEW MIDDLE SCHOOL ADDITION (referred to in this Contract as the "plat"). The land is situated in the County of Wright, State of Minnesota, and is legally described as: Outlot B, ISD 728 OTSEGO E 8 SCHOOL ADDITION, Wright County, Minnesota according to the recorded plat thereof. 2. CONDITIONS OF PLAT APPROVAL. The City hereby approves the plat on condition that the Developer enter into this Contract, furnish the security required by it, and record the plat with the County Recorder or Registrar of Titles within 100 days after the City Council approves the final plat. 3. RIGHT TO PROCEED. Within the plat or land to be platted, the Developer may not grade or otherwise disturb the earth or remove trees, unless a grading permit has been approved by the City Engineer following approval of a preliminary plat by the City Council, construct sewer lines, water lines, streets, utilities, public or private improvements, or any buildings until all the following conditions have been 1 211662v6 ISD 728 — Prairie View Middle School Addition satisfied: 1) this contract has been fully executed by both parties and filed with the City Clerk, 2) the necessary security has been received by the City, 3) the necessary insurance for the Developer and its construction contractors has been received by the City, and 4) the plat has been filed with the Wright County Recorder or Registrar of Titles' office. 4. PHASED DEVELOPMENT. If the plat is a phase of a multi -phased preliminary plat, the City may refuse to approve final plats of subsequent phases if the Developer has breached this Contract and the breach has not been remedied. Development of subsequent phases may not proceed until Development Contracts for such phases are approved by the City. Park dedication charges referred to in this Contract are not being imposed on outlots, if any, in the plat that are designated in an approved preliminary plat for future subdivision into lots and blocks. Such charges will be calculated and imposed when the outlots are final platted into lots and blocks. 5. PRELIMINARY PLAT STATUS. If the plat is a phase of a multi -phased preliminary plat, the preliminary plat approval for all phases not final platted shall lapse and be void unless final platted into lots and blocks and outlots, within two (2) years after preliminary plat approval. 6. CHANGES IN OFFICIAL CONTROLS. For five (5) years from the date of this Contract, no amendments to the City's Comprehensive Plan or official controls shall apply to or affect the use, development density, lot size, lot layout or dedications of the approved plat unless required by state or federal law or agreed to in writing by the City and the Developer. Thereafter, notwithstanding anything in this Contract to the contrary, to the full extent permitted by state law, the City may require compliance with any amendments to the City's Comprehensive Plan, official controls, platting or dedication requirements enacted after the date of this Contract. 7. DEVELOPMENT PLANS. The plat shall be developed in accordance with the following plans. The plans shall not be attached to this Contract. The plans may be prepared, subject to the City Engineer's approval, after entering the Contract, but before commencement of any work in the plat. The City Engineer may approve minor amendments to Plans without City Council approval. If the plans vary from the written terms of this Contract, the written terms shall control. The plans are: 2 211662v6 ISD 728 — Prairie View Middle School Addition Plan A - Plat Plan B - Final Grading, Drainage, and Erosion Control Plan Plan D - Plans and Specifications for Public Improvements Plan E - Street Lighting Plan Plan F - Landscape Plan Plan G — Site Plan Plan H - Building Plan 8. IMPROVEMENTS. The Developer shall install and pay for the following: A. Sanitary Sewer System B. Water System C. Storm Sewer System D. Streets E. Concrete Curb and Gutter F. Street Lights G. Site Grading, Stormwater Treatment/Infiltration Basins, and Erosion Control H. Underground Utilities I. Setting of Iron Monuments J. Surveying and Staking K. Sidewalks and Trails L. Retaining Walls M. Landscaping The improvements shall be installed in accordance with the City subdivision ordinance; City standard specifications for utility and street construction; and any other ordinances including Chapter 6 of the City Code concerning erosion and sediment control. The Developer shall submit plans and specifications which have been prepared by a competent Minnesota registered professional engineer to the City for approval by the City Engineer. The Developer shall instruct its engineer to provide adequate field 3 211662v6 ISD 728 — Prairie View Middle School Addition inspection personnel to assure an acceptable level of quality control to the extent that the Developer's engineer will be able to certify that the construction work meets the approved City standards as a condition of City acceptance. In addition, the City may, at the City's discretion and at the Developer's expense, have one or more City inspectors and a soil engineer inspect the work on a full or part-time basis. The Developer, its contractors and subcontractors, shall follow all instructions received from the City's inspectors. The Developer's engineer shall provide for on -site project management. The Developer's engineer is responsible for design changes and contract administration between the Developer and the Developer's contractor. The Developer or its engineer shall schedule a pre -construction meeting at a mutually agreeable time at the City with all parties concerned, including the City staff, to review the program for the construction work. Within thirty (30) days after the completion of the improvements and before the security is released, the Developer shall supply the City with a complete set of reproducible "as - constructed" plans and an electronic file of the "as -constructed" plans in an AutoCAD .DWG file or a .DXF file, all prepared in accordance with City standards. In accordance with Minnesota Statutes 505.021, the final placement of iron monuments for all lot corners must be completed before the applicable security is released. The Developer's surveyor shall also submit a written notice to the City certifying that the monuments have been installed following site grading, utility and street construction. 9. CONTRACTORS/SUBCONTRACTORS. City Council members, City employees, and City Planning Commission members, and corporations, partnerships, and other entities in which such individuals have greater than a 25% ownership interest or in which they are an officer or director may not act as contractors or subcontractors for the public improvements identified in Paragraph 8 above. 10. PERMITS. The Developer shall obtain or require its contractors and subcontractors to obtain all necessary permits, which may include: A. Wright County for County Road Access and Work in County Rights -of -Way B. MnDot for State Highway Access C. MnDot for Work in Right -of -Way D. Minnesota Department of Health for Watermains 4 211662v6 ISD 728 — Prairie View Middle School Addition E. MPCA NPDES Permit for Construction Activity F. MPCA for Sanitary Sewer and Hazardous Material Removal and Disposal G. DNR for Dewatering H. City of Otsego for Building Permits, Retaining Walls, Irrigation I. MDH for water permits J. MPCA for sewer extension 11. DEWATERING. Due to the variable nature of groundwater levels and stormwater flows, it will be the Developer's and the Developer's contractors and subcontractors responsibility to satisfy themselves with regard to the elevation of groundwater in the area and the level of effort needed to perform dewatering and storm flow routing operations. All dewatering shall be in accordance with all applicable county, state, and federal rules and regulations. DNR regulations regarding appropriations permits shall also be strictly followed. 12. TIME OF PERFORMANCE. The Developer shall install all required public improvements by December 31, 2021. 13, STREETS. The Developer agrees to maintain the streets within the Plat until the base course bituminous surfacing has been accepted by the City. Should the City be required to grade the street prior to paving, the cost of such grading shall be paid by the Developer and draw from the Developer's letter of credit. Should the City determine that snowplowing is necessary prior to street paving, the City will plow the street(s) prior to acceptance of the streets. The Developer shall hold harmless and indemnify the City from any and all liability related to this snow plowing and shall pay all costs associated with this snow plowing. Any plowing undertaken by the City shall constitute no acceptance or evidence of acceptance of the street(s) in question. The final wear course shall be constructed the same season as the base construction is completed. Upon final completion of streets and acceptance by the City as a City street rather than a private drive, the Developer shall guarantee to the City for a period of two (2) years the streets have been constructed to City standards. The warranty period shall not commence until such time as street construction is completed and the streets are accepted as City streets by the City. The two (2) year 5 211662v6 ISD 728 —Prairie View Middle School Addition warranty period set forth above commences upon the date on which the City accepts the streets by resolution. 14. LICENSE. The Developer hereby grants the City, its agents, employees, officers and contractors a license to enter the plat to perform all work and inspections deemed appropriate by the City in conjunction with plat development. 15. EROSION CONTROL. Prior to initiating site grading, the erosion control plan, Plan B, shall be implemented by the Developer and inspected and approved by the City. The City may impose additional erosion control requirements if they would be beneficial. All areas disturbed by the grading operations shall be stabilized per the MPCA Stormwater Permit for Construction Activity. Seed shall be in accordance with the City's current seeding specification which may include temporary seed to provide ground cover as rapidly as possible. All seeded areas shall be fertilized, mulched, and disc anchored as necessary for seed retention. The parties recognize that time is of the essence in controlling erosion. If the Developer does not comply with the MPCA Stormwater Permit for Construction Activity or with the erosion control plan and schedule or supplementary instructions received from the City, the City may take such action as it deems appropriate to control erosion. The City will endeavor to notify the Developer in advance of any proposed action, but failure of the City to do so will not affect the Developer's and City's rights or obligations hereunder. If the Developer does not reimburse the City for any cost the City incurred for such work within ten (10) days, the City may draw down the letter of credit to pay any costs. No development, utility or street construction will be allowed and no building permits will be issued unless the plat is in full compliance with the approved erosion control plan. 16. GRADING. The plat shall be graded in accordance with the approved grading development and erosion control plan, Plan "B". The plan shall conform to City of Otsego specifications. Within thirty (30) days after completion of the grading and final establishment of ground cover or temporary stabilization approved by the City, the Developer shall provide the City with an "as -constructed" grading plan certified by a registered land surveyor or engineer that all storm water treatment/infiltration basins and swales, have been constructed on public easements or land owned by the City. The "as -constructed" plan shall include C1 211662v6 ISD 728 — Prairie View Middle School Addition field verified elevations of the following: a) cross sections of storm water treatment/infiltration basins; b) location and elevations along all swales, wetlands, wetland mitigation areas if any, locations and dimensions of borrow areas/stockpiles, and installed "conservation area" posts; and c) lot corner elevations and building pads, and all other items listed in City Code. The City will withhold issuance of a Certificate of Occupancy until the approved certified grading plan is on file with the City and all erosion control measures are in place as determined by the City Engineer. The Developer certifies to the City that all footings placed on fill have been monitored and constructed to meet or exceed FHA/HUD 79G specifications. The soils observation and testing report, including referenced development phases and lot descriptions, shall be submitted to the Building Official for review prior to the issuance of the Certificate of Occupancy. Prior to the release of the grading and erosion control security, the "as constructed" plan for the lot must be submitted to verify that the final as -built grades and elevations of the specific lot and all building setbacks are consistent with the approved grading plan for the development, and amendments thereto as approved by the City Engineer, and that all required property monuments are in place. If the final grading, erosion control and "as constructed" grading plan is not timely completed, the City may enter the lot, perform the work, and draw on the letter of credit. Upon satisfactory completion of the grading, erosion control and "as constructed" grading plan, the security, less any draw made by the City, shall be released. A certified as -built building pad survey must be submitted and approved for commercial, industrial or institutional developments prior to issuance of a building permit. 17. CLEAN UP. The Developer shall clean dirt and debris from streets that has resulted from construction work by the Developer, subcontractors, their agents or assigns. Prior to any construction in the plat, the Developer shall identify in writing a responsible party and schedule for erosion control, street cleaning, and street sweeping. 18. OWNERSHIP OF IMPROVEMENTS. Upon completion of the work and construction required by this Contract and final acceptance by the City, the improvements lying within public easements shall become City property without further notice or action. 7 211662v6 ISD 728 — Prairie View Middle School Addition 19. LATERAL STORM SEWER. The Developer shall post a security for lateral storm sewer in the amount of $185,870.00 which is due upon final plat approval. The Developer shall pay a cash fee in the amount of $55,865.16 for the Trunk Storm Water Management Impact Fee due upon final plat approval which is calculated as follows: 15.57 Net Acres X $3,588.00/Net Acre = $55,865.16 20. LATERAL AND TRUNK SANITARY SEWER. The Developer shall pay to the City the required water availability charges and sanitary sewer availability charges. The water and sewer availability charges shall be collected according to Section 8-1-6-B of City Code including 9.0 RECs per gross acre for multiple family uses and 3.5 RECs per gross acre for commercial, industrial, or institutional uses. The Developer shall post a security in the amount of $201,471.00 for Lateral and Trunk Sanitary Sewer which is due upon final plat approval. The City shall provide a credit for SAC fees to the Developer in the amount of $109,318.00 for sanitary forcemain. The Developer shall pay a cash fee in the amount of $141,523.52 for the Sewer Availability Charge ("SAC') at the time of plat approval which is calculated as follows: 15.57 Gr Ac X 3.5 RECs/Gr Ac X $2,597.00/REC = $141,523.52 21. LATERAL AND TRUNK WATERMAIN. The Developer shall post a security in the amount of $364,005.00 for the installation of lateral and trunk watermain and connection. The City shall provide a credit for WAC fees to the Developer in the amount of $192,627.00 for trunk watermain. The Developer shall pay a cash fee in the amount of $98,799.44 for the Water Availability Charge ("WAC') at the time of plat approval which is calculated as follows: 15.57 Gr Ac X 3.5 RECs/Gr Ac X $1,813.00/REC=$98,799.44 22. SEWER CONNECTION CHARGE AND WATER CONNECTION CHARGE. The Developer shall pay to the City required water and sewer connection charges. The water and sewer connection charges shall be collected per Section 8-1-6-C of City Code for all uses and must be paid prior 8 211662v6 ISD 728 — Prairie View Middle School Addition to the issuance of a Certificate of Occupancy based on the fee schedule in effect at the time of application for the Certificate of Occupancy. Remaining SAC and WAC credits to the Developer specified in Paragraph 21 and Paragraph 22 for trunk sewer and trunk watermain, respectively, shall be credited to the utility connection charges. 23. CONSTRUCTION ACCESS. Construction traffic access and egress for grading, public utility construction, and public street construction is restricted to access the subdivision as approved by the City Engineer, 24. PEDESTRIAN ACCESS. There are existing trails on the east side of Maclver Avenue and south side of 85th Street abutting the subject site. Construction of the turn lanes at the site accesses will require relocation by the Developer of the trails to accommodate the additional roadway width. The Developer shall dedicate additional right-of-way or a trail easement on the preliminary and final plat for this purpose. The Developer shall reconstruct the trails to maintain the existing boulevard width along the public streets for separation from traffic. The Developer shall construct a trail along the south side of the public/staff parking area from Maclver Avenue to the building and along the west side of the bus and service vehicle driveway from 85th Street to the building. 25. TRAFFIC CONTROL SIGNS. The Developer shall pay a cash fee to the City in the amount of $2,000.00 for installation of traffic control signs. The fee is calculated as follows: eight (8) traffic signs at $250.00 per street sign. 26. STREET LIGHT OPERATION COSTS. The Developer shall be responsible for the cost of street light installation consistent with a street lighting plan approved by the City. The Developer shall pay to the City a cash fee in the amount of $3,000.00. The fee is calculated as follows: six (6) street lights at $500.00 per street light. 27. LANDSCAPING. Landscaping shall be installed in accordance with the approved landscape plan. The Developer shall post a $115,700.00 landscaping security at the time of final plat approval to ensure that the landscaping is installed in accordance with the approved plan. I 211662v6 ISD 728 — Prairie View Middle School Addition 28. SPECIAL PROVISIONS. The following special provisions shall apply to plat development: A. Implementation of the conditions listed in the Findings of Fact approved by the City Council on September 14, 2020. B. A photometric lighting plan that complies with Section 11-16-5 of the Zoning Ordinance shall be submitted with application for a building permit and is subject to review and approval of the Zoning Administrator, C. Street lighting shall be installed by the Developer along Maclver Avenue and 85th Street as required by Section 8-8-4.B.1 of the City Code. D. All signs shall comply with Chapter 37 of the Zoning Ordinance and shall require issuance of a sign permit prior to installation, subject to approval of the Zoning Administrator. E. Any outdoor storage of trash containers shall be screened from view within an enclosure constructed of the same exterior materials as used for the principal building in compliance with Section 11-18-4.0 of the Zoning Ordinance, subject to review and approval of the Zoning Administrator. F. Locations for fire hydrants are to be subject to review by the Albertville Fire Department and approval of the City Engineer. G. Prior to City Council approval of the final plat, the Developer shall furnish a boundary survey of the proposed property to be platted with all property corner monumentation in place and marked with lath and a flag. Any encroachments on or adjacent to the property shall be noted on the survey. The Developer's land surveyor certifies that all irons have been set following site grading and utility and street construction. In addition, the certificate of survey must also include a certification that all irons for a specific lot have either been found or set prior to the issuance of a building permit for that lot. H. The Developer shall provide an escrow for the preparation of record construction drawings and City base map updating. This fee is $250.00 per institutional lot for a total charge of $250.00 which is calculated as follows: 211662v6 10 ISD 728 — Prairie View Middle School Addition I Lot X $250.00/Institutional Lot = $250.00 I. The Developer is required to submit the final plat in electronic format. The electronic format shall be either AutoCAD.DWG file or a .DXF file. All construction record drawings (e.g., grading, utilities, streets) shall be in electronic format in accordance with standard City specifications. 29. CONSTRUCTION ADMINISTRATION AND FEES FOR CITY SERVICES. The Developer shall pay a fee for consulting engineering administration following approval of the Plat. City engineering administration will include consultation with Developer and its engineer on status or problems regarding the project, monitoring during the warranty period, general administration and processing of requests for reduction in security. Fees for this service shall be the actual amount billed for those services, which are estimated to be three percent (3%) of the estimated construction cost of the Improvements to be inspected, assuming normal construction and project scheduling. The Developer shall pay for construction observation performed by the City Engineer. Construction observation shall include part or full time observation, as determined by the City Engineer, of proposed street, sanitary sewer, water and storm drainage construction and will be billed on hourly rates actually required for said inspection, which are estimated to be five percent (5%) of the estimated construction cost of the Improvements to be inspected. In the event of prolonged construction or unusual problems, the City will notify the Developer of anticipated cost overruns for engineering administration and observation services. Any amounts for engineering administration not utilized from this escrow fund shall be returned to the Developer when all improvements have been completed, all financial obligations to the City satisfied, and the required "as constructed" plans have been received by the City. The escrow and fee account shall also include estimated fees for Legal expenses actually incurred (with any excess funds, if any, returned to Developer as indicated in this Contract), City Administrative Fee (a flat fee due upon execution of this Agreement), Trunk Water and Sewer Access Fees (a flat fee due upon execution of this Agreement), Transportation Infrastructure Costs (a flat fee due upon execution of this Agreement), Park and Trail Dedication Fees (a flat fee due upon execution of this 11 211662v6 ISD 728 — Prairie View Middle School Addition Agreement), Street Light Maintenance and Operation Fee (a flat fee due upon execution of this Agreement) and shall be as stated by the Financial Summary. This escrow amount shall be submitted to the City prior to the City executing this Agreement. All administrative and legal fees related to plan review, drafting of this Agreement and any other necessary items shall be paid to the City prior to execution of this Agreement. Any amounts for legal and engineering not utilized from this escrow fund shall be returned to the Developer when all improvements have been completed, all financial obligations to the City satisfied, and the required "as constructed" plans have been received by the City. All other amounts listed as flat fees are non-refundable and available immediately for City use when posted. 30. SECURITY. To ensure compliance with the terms of this Contract, and construction of all public improvements, and satisfaction of all other obligations, the Developer shall furnish the City with a cash escrow or Irrevocable Standby Letter of Credit with automatic renewal provisions in the amount as required under this Contract. The issuer and form of the security (other than cash escrow) shall be subject to City approval in its reasonable discretion. The security shall be issued by a banking institution in good standing as determined by the City and approved by the City Administrator. The City shall have the ability to draw on the security at a bank or branch bank located within fifty (50) miles of the City Hall. The security shall contain an automatic renewal provision and shall not expire until all the Development is complete and fully and finally accepted by the City, and all terms of this Contract are satisfied. The City may draw down the security, on five (5) business days written notice to the Developer, for any violation of the terms of this Contract or without notice if the security is allowed to lapse prior to the end of the required term. If the required public improvements are not completed at least thirty (30) days prior to the expiration of the security, the City may also draw it down without notice. If the security is drawn down, the proceeds shall be used to cure the default. Upon receipt of proof satisfactory to the City that work has been completed and financial obligations to the City have been satisfied, with City approval not to be unreasonably withheld or delayed, the security 12 211662v6 ISD 728 —Prairie View Middle School Addition shall be reduced from time to time in proportion to the work completed, but not below ten (10) percent which is the amount of the warranty security. For purposes of this Section, the warranty period shall be a twelve (12) month period after the applicable work has been completed, except with respect to streets, for which the warranty period shall be two years as addressed elsewhere in this Contract. This security amount shall be submitted to the City prior to execution of the Contract. All administrative and legal fees related to plan review, drafting of this Contract and any other necessary items shall be paid to the City prior to execution of the Contract. Upon completion of the work contemplated hereunder and expiration of the warranty period, the remaining security shall be promptly released to Developer. 31. SUMMARY OF SECURITY REQUIREMENTS. The amount of the security described above is calculated as follows: CONSTRUCTION COSTS: A. Sanitary Sewer— Lateral and Trunk $201,471.00 B. Watermain — Lateral and Trunk 364,005.00 C. Storm Sewer — Lateral 185,870.00 D. Streets (Turn Lanes & Bike Path) 45,000.00 CONSTRUCTION SUB -TOTAL $796,346.00 OTHER COSTS: A. Site Grading, Erosion & Sediment Control $.00 (Paid Under Separate Grading Agreement) B. Engineering & Surveying Construction Services (6.5%) 51,762.49 C. Landscaping 115 700.00 OTHER COSTS SUB -TOTAL $167,462.49 TOTAL — SUBTOTAL $963,808.49 TOTAL IRREVOCABLE LETTER OF CREDIT $1,204,760.61 FOR SECURITY (125% OF SUBTOTAL) ESCROW A. City Legal Expenses (Est. 1.0% of $796,346.00) $7,963.46 B. City Construction Observation (Est. 8.0% of $796,346.00) 63,707.68 C. GIS Data Entry Fee $250.00 ESCROW TOTAL $71,921.14 13 211662v6 ISD 728 — Prairie View Middle School Addition DEVELOPMENT WARRANTY LETTER OF CREDIT A. Sanitary Sewer $30,220.65 B. Watermain 54,600.75 C. Storm Sewer 27,880.50 D. Streets 21,000.00 E. Erosion & Sedimentation Control 7,203.00 TOTAL WARRANTY LETTER OF CREDIT $140,905.00 This breakdown is not a restriction on the use of the security. 32. SUMMARY OF CASH REQUIREMENTS. The following is a summary of the cash requirements under this Contract which must be furnished to the City prior to the City Council signing the final plat: A. City Administrative (Est. 1.0% of $765,821.00) $7,963.46 B. Trunk Sewer Access Fee (SAC) 141,523.52 C. Trunk Water (WAC) 98,799.44 D. Trunk Storm Water Management Impact Fee 55,865.16 (Otsego Creek) E. Traffic Control Signs 2,000.00 F. Street Light Operating Fee 3,000.00 TOTAL CASH REQUIREMENTS $309,151.58 33. DEVELOPMENT CREDITS. The following is a summary of Developer credits from the City: A. Trunk Sanitary Sewer $109,318.00 8" and 10" forcemain (100% credit) B. Trunk Watermain 192,627.00 16" watermain (100% credit) TOTAL DEVELOPMENT CREDITS $301,945.00 33. WARRANTY. The Developer warrants all improvements required to be constructed by it pursuant to this Contract against poor material and faulty workmanship. The warranty period for streets is two years as specified in this Contract. The warranty period for underground utilities is two years and shall commence following completion and acceptance by City Council. A minimum of 10% of the total security 14 211662v6 ISD 728 — Prairie View Middle School Addition required under this Contract shall be retained as warranty security as specified in the section of this Contract. 34. RESPONSIBILITY FOR COSTS. A. Except as otherwise specified herein, the Developer shall pay all costs incurred by it or the City in conjunction with the development of the plat, including but not limited to Soil and Water Conservation District charges, legal, planning, engineering and construction observation inspection expenses incurred in connection with approval and acceptance of the plat, the preparation of this Contract, review of construction plans and documents, and all costs and expenses incurred by the City in monitoring and inspecting development of the plat. B. The Developer shall hold the City and its officers, employees, and agents harmless from claims made by itself and third parties for damages sustained or costs incurred resulting from plat approval and development. The Developer shall indemnify the City and its officers, employees, and agents for all costs, damages, or expenses which the City may pay or incur in consequence of such claims, including attorneys' fees. C. The Developer shall reimburse the City for costs incurred in the enforcement of this Contract, including engineering and attorneys' fees. D. The Developer shall pay, or cause to be paid when due, and in any event before any penalty is attached, all special assessments referred to in this Contract. This is a personal obligation of the Developer and shall continue in full force and effect even if the Developer sells one or more lots, the entire plat, or any part of it. E. The Developer shall pay in full all bills submitted to it by the City for obligations incurred under this Contract within thirty (30) days after receipt. If the bills are not paid on time, the City may halt plat development and construction until the bills are paid in full. Bills not paid within thirty (30) days shall accrue interest at the rate of eighteen percent (18%) per year. Additionally, the Developer shall pay in full all bills submitted to it by the City prior to any reductions in the security for the development. 15 211662v6 ISD 728 — Prairie View Middle School Addition F. In addition to the charges and special assessments referred to herein, other charges and special assessments may be imposed such as but not limited to sewer availability charges ("SAC"), City water connection charges, City sewer connection charges, and building permit fees. 35. DEVELOPER'S DEFAULT. In the event of default by the Developer as to any of the work to be performed by it hereunder, the City may, at its option, perform the work and the Developer shall promptly reimburse the City for any expense incurred by the City, provided the Developer, except in an emergency as determined by the City, is first given notice of the work in default, not less than forty-eight (48) hours in advance. This Contract is a license for the City to act, and it shall not be necessary for the City to seek a Court order for permission to enter the land. When the City does any such work, the City may, in addition to its other remedies, assess the cost in whole or in part. 36. MISCELLANEOUS. A. The Developer represents to the City that the plat complies with all city, county, state, and federal laws and regulations, including but not limited to: subdivision ordinances, zoning ordinances, and environmental regulations. If the City determines that the plat does not comply, the City may, at its option, refuse to allow construction or development work in the plat until the Developer does comply. Upon the City's demand, the Developer shall cease work until there is compliance. B. Third parties shall have no recourse against the City under this Contract. C. Breach of the terms of this Contract by the Developer shall be grounds for denial of building permits, including lots sold to third parties. D. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this Contract is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Contract. E. Grading, curbing, and one lift of asphalt shall be installed on all public and private streets prior to issuance of a permanent or temporary Certificate of Occupancy. 16 211662v6 ISD 728 — Prairie View Middle School Addition F. If building permits are issued prior to the acceptance of public improvements, the Developer assumes all liability and costs resulting in delays in completion of public improvements and damage to public improvements caused by the City, Developer, its contractors, subcontractors, material men, employees, agents, or third parties. No sewer and water connections or inspections may be conducted and no one may occupy a building for which a building permit is issued on either a temporary or permanent basis until the streets needed for access have been paved with a bituminous surface and the utilities are accepted by the City Engineer. G. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of this Contract. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. The City's failure to promptly take legal action to enforce this Contract shall not be a waiver or release. H. This Contract shall run with the land and may be recorded against the title to the property. In the event this Contract is recorded, upon request by Developer, the City covenants to provide a recordable Certificate of Completion within a reasonable period of time following the request, upon the completion of the work and responsibilities required herein, payment of all costs and fees required and compliance with all terms of the Contract. A release of this Contract may be provided in the same manner and subject to the same conditions as a Certificate of Completion provided there are no outstanding or ongoing obligations of Developer under the terms of this Contract. The Developer covenants with the City, its successors and assigns, that the Developer is well seized in fee title of the property being final platted and/or has obtained consents to this Contract, in the form attached hereto, from all parties who have an interest in the property; that there are no unrecorded interests in the property being final platted; and that the Developer will indemnify and hold the City harmless for any breach of the foregoing covenants. I. Insurance. Prior to execution of the final plat, Developer and its general contractor shall furnish to the City a certificate of insurance showing proof of the required insurance required 17 211662v6 ISD 728 — Prairie View Middle School Addition under this Paragraph. Developer and its general contractor shall take out and maintain or cause to be taken out and maintained until six (6) months after the City has finally accepted the public improvements, such insurance as shall protect Developer and its general contractor and the City for work covered by the Contract including workers' compensation claims and property damage, bodily and personal injury which may arise from operations under this Contract, whether such operations are by Developer and its general contractor or anyone directly or indirectly employed by either of them. The minimum amounts of insurance shall be as follows: Commercial General Liability (or in combination with an umbrella policy) $2,000,000 Each Occurrence $2,000,000 Products/Completed Operations Aggregate $2,000,000 Annual Aggregate The following coverages shall be included: Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury Blanket Contractual Liability Products and Completed Operations Liability Automobile Liability $2,000,000 Combined Single Limit — Bodily Injury & Property Damage Including Owned, Hired & Non -Owned Automobiles Workers Compensation Workers' Compensation insurance in accordance with the statutory requirements of the State of Minnesota, including Employer's Liability with minimum limits are as follows: $500, 000 — Bodily Injury by Disease per employee $500, 000 — Bodily Injury by Disease aggregate • $500, 000 —Bodily Injury by Accident The Developer's and general contractor's insurance must be "Primary and Non -Contributory". All insurance policies (or riders) required by this Contract shall be (i) taken out by and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota, (ii) shall name the City, its employees and agents as additional insureds (CGL and umbrella only) by 18 211662v6 ISD 728 — Prairie View Middle School Addition endorsement which shall be filed with the City and (iii) shall identify the name of the plat. A copy of the endorsement must be submitted with the certificate of insurance. Developer's and general contractor's policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days' advanced written notice to the City, or ten (10) days' notice for non-payment of premium. An Umbrella or Excess Liability insurance policy may be used to supplement Developer's or general contractor's policy limits on a follow -form basis to satisfy the full policy limits required by this Contract. J. Indemnification. To the fullest extent permitted by law, Developer agrees to defend, indemnify and hold harmless the City, and its employees, officials, and agents from and against all claims, actions, damages, losses and expenses, including reasonable attorney fees, arising out of Developer's negligence or its performance or failure to perform its obligations under this Contract. Developer's indemnification obligation shall apply to Developer's general contractor, subcontractor(s), or anyone directly or indirectly employed or hired by Developer, or anyone for whose acts Developer may be liable. Developer agrees this indemnity obligation shall survive the completion or termination of this Contract. K. Each right, power or remedy herein conferred upon the City is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to City, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by the City and shall not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. L. The Developer may not assign this Contract without the written permission of the City Council. The Developer's obligation hereunder shall continue in full force and effect even if the 19 211662v6 ISD 728 — Prairie View Middle School Addition Developer sells one or more lots, the entire plat, or any part of it, until the City's issuance of a Certificate of Completion and Release. M. Retaining walls over four feet in height shall be constructed in accordance with plans and specifications prepared by a structural or geotechnical engineer licensed by the State of Minnesota. Following construction, a certification signed by the design engineer shall be filed with the Building Official evidencing that the retaining wall was constructed in accordance with the approved plans and specifications. All retaining walls identified on the development plans and by special conditions referred to in this Contract shall be constructed before any other building permit is issued for a lot on which a retaining wall is required to be built. All retaining walls must comply with the City's engineering manual and the City's zoning ordinance. N. Should the Developer convey any lot or lots in the Development to a third party, the City and the owner of that lot or those lots may amend this Development Contract or other city approvals or agreements for development or use of those lots without the approval or consent of the Developer or other lot owners in the Development. Private agreements between the owners of lots within the Development for shared service or access and related matters necessary for the efficient use of the Development shall be the responsibility of the lot owners and shall not bind or restrict City authority to approve applications from any lot owner in the Development. 37. NOTICES. Required notices to the Developer shall be in writing, and shall be either hand delivered to the Developer, its employees or agents, or mailed to the Developer by certified mail at the following address: Independent School District No. 728 Attn: Thomas Baranick 19072 Triangle Road Northwest, Elk River, MN 55330. Notices to the City shall be in writing and shall be either hand delivered to the City Administrator, or mailed to the City by certified mail in care of the City Administrator at the following address: Otsego City Hall, 13400 90th Street NE, Otsego, Minnesota 55330. 0-11 211662v6 ISD 728 — Prairie View Middle School Addition CITY OF OTSEGO (SEAL) m STATE OF MINNESOTA ) )ss. COUNTY OF WRIGHT ) Jessica L. Stockamp, Mayor Tami Loff, City Clerk The foregoing instrument was acknowledged before me this day of , 2 , by Jessica L. Stockamp and by Tami Loff, the Mayor and City Clerk of the City of Otsego, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. NOTARY PUBLIC 21 211662v6 ISD 728 — Prairie View Middle School Addition DEVELOPER: INDEPENDENT SCHOOL DISTRICT NO. 728 43 STATE OF MINNESOTA ) )ss. COUNTY OF WRIGHT ) Its The foregoing instrument was acknowledged before me this day of , 2020, by the of Independent School District No. 728, a political subdivision under the laws of Minnesota, on behalf of said entity. NOTARY PUBLIC DRAFTED BY: CAMPBELL, KNUTSON Professional Association Grand Oak Office Center 1 860 Blue Gentian Road, Suite 290 Eagan, MN 55121 Telephone: 651-452-5000 DSK/smt PA 211662v6 ISD 728 — Prairie View Middle School Addition MORTGAGE HOLDER CONSENT TO DEVELOPMENT CONTRACT which holds a mortgage on the subject property, the development of which is governed by the foregoing Development Contract, agrees that the Development Contract shall remain in full force and effect even if it forecloses on its mortgage. Dated this day of 12 STATE OF MINNESOTA ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this 2 , by NOTARY PUBLIC DRAFTED BY: CAMPBELLKNUTSON Professional Association Grand Oak Office Center 1 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 651-452-5000 DSK/smt day of 23 ISD 728 — Prairie View Middle School Addition 211662v6 [BANK LETTERHEAD] IRREVOCABLE LETTER OF CREDIT TO: City of Otsego City Hall 13400 90th Street NE Otsego, Minnesota 55330 Dear Sir or Madam: No. _ Date: We hereby issue, for the account of (Name of Developer) and in your favor, our Irrevocable Letter of Credit in the amount of $ available to you by your draft drawn on sight on the undersigned bank. The draft must: a) Bear the clause, "Drawn under Letter of Credit No. dated 2 , of (Name of Bank) "; b) Be signed by the City Administrator or Finance Director of the City of Otsego. c) Be presented for payment at (Address of Bank) , on or before 4:00 p.m. on November 30, This Letter of Credit shall automatically renew for successive one-year terms unless, at least forty-five (45) days prior to the next annual renewal date (which shall be November 30 of each year), the Bank delivers written notice to the Otsego Finance Director that it intends to modify the terms of, or cancel, this Letter of Credit. Written notice is effective if sent by certified mail, postage prepaid, and deposited in the U.S. Mail, at least forty- five (45) days prior to the next annual renewal date addressed as follows: Otsego Finance Director, Otsego City Hall, 13400 90th Street NE, Otsego, MN 55330, and is actually received by the Finance Director at least thirty (30) days prior to the renewal date. This Letter of Credit sets forth in full our understanding which shall not in any way be modified, amended, amplified, or limited by reference to any document, instrument, or agreement, whether or not referred to herein. This Letter of Credit is not assignable. This is not a Notation Letter of Credit. More than one draw may be made under this Letter of Credit. This Letter of Credit shall be governed by the most recent revision of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600. We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly honored upon presentation. [NAME OF BANK] BY: Its 24 ISD 728 — Prairie View Middle School Addition 211662v6