Loading...
4.1 River's Edge Apartments Riverbend North 2nd Addn Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Planning City Planner Licht 24 January 2022 PRESENTER(s) REVIEWED BY: ITEM #: City Planner Licht City Administrator/Finance Director Flaherty City Engineer Ron Wager City Attorney Kendall 4.1 – River’s Edge STRATEGIC VISION MEETS: THE CITY OF OTSEGO: Is a strong organization that is committed to leading the community through innovative communication. 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. X 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 RECOMMENDATION: City staff recommends vacating existing drainage and utility easements, approval of a PUD Development Stage Plan amendment and preliminary/final plat for Riverbend North Second Addition; and approval of a development contract and TIF agreement addendum. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes Yes, held by Planning Commission 6 December 2021. BACKGROUND/JUSTIFICATION: Background. The River’s Edge Apartments, located at 7701 River Road, was approved by the City Council on 23 July 2018. The proposed development includes 164 apartment dwelling units to be constructed in two phases. The initial phase of 97 units has been completed and occupied and the property owner, Otsego Apartments, LLC, is proceeding with construction of Phase 2 consisting of 67 units. The property owner is pursing financing for Phase 2 that is separate from Phase 1 and necessitates subdivision of the lot with the building into two unit lots. The proposed subdivision of Lot 1, Block 1, Riverbend North into two unit lots requires consideration of a PUD Development Stage Plan amendment and a preliminary/final plat, and vacation of existing drainage and utility easements. Zoning. The subject site is zoned PUD, Planned Unit Development District in accordance with the ordinance approved on 22 September 2014. The Riverbend North PUD District was amended on 23 July 2018 to include changes to allowed uses coinciding with a revised PUD Development Stage Plan that provided for development of 164 multiple family dwelling units within Lot 1, Block 1. The 2018 PUD Development Stage Plan approval contemplated development of the 164 dwelling units within a single structure upon a single lot. The property owner is proposing to subdivide Lot 1, Block 1 into two lots with Phases 1 and 2 of the 164 unit multiple family building as a single structure constructed over a common lot line. The subdivision of the subject site into two unit lots with a single building overlying the common lot line requires consideration of a PUD Development Stage Plan amendment based upon, but not limited to, the criteria established by Section 11-3-2.F of the Zoning Ordinance: 1. The proposed action's consistency with the specific policies and provisions of the Otsego Comprehensive Plan. Comment: The 2012 Comprehensive Plan guides the subject site for commercial land uses. The 2018 Multiple Family Housing Study recognized that the approval of the Riverbend North PUD District in 2014 and PUD Development Stage Plan approved in 2018 allowed for mixed use development, including an apartment use, of the subject site. The proposed subdivision of the subject site into two unit lots is consistent with the recommendations of the 2018 Multiple Housing Study for development of 164 multiple family dwelling units upon the subject site. 2. The proposed use's compatibility with present and future land uses of the area. Comment: The following table outlines uses surrounding the subject site. The proposed PUD Development Stage Plan amendment does not alter the relationship of the development of the subject site with surrounding uses in terms of maintaining compatibility. Direction Land Use Plan Zoning Map Existing Use North Agriculture A-1 District/WS District CSAH 42 Undeveloped East LD Residential PUD District Undeveloped Self-storage South LD/MD Residential R-3 District Manufactured Home Park West Commercial R-3 District TH 101/Undeveloped 3. The proposed use's conformity with all performance standards contained within the Zoning Ordinance and other provisions of the City Code. Comment: The construction of Phase 2 will comply with the provisions of the Zoning Ordinance, Riverbend North PUD District, and approved PUD Development Stage Plan. 4. Traffic generation of the proposed use in relation to capabilities of streets serving the property. Comment: The proposed construction of Phase 2 will not change traffic generation for the proposed development above that contemplated by the approved PUD Development Stage Plan. 5. The proposed use can be accommodated by existing public services and facilities and will not overburden the City's service capacity. Comment: The proposed construction of Phase 2 will not increase the service needs for the development above that approved with the PUD Development Stage Plan. Building. The PUD Development Stage Plan approval includes plans for the building design and exterior finish. No changes have been proposed to the approved building exterior plans for Phase 2. The construction of Phase 2 across the interior lot line of the unit lots will require modification of the interior building plans to address common wall related requirements of the building code. All building code issues are to be subject to review and approval of the Building Official. Lot Requirements. The subject site is 7.62 acres in area. The PUD Development Stage Plan for the subject site allowed for 164 units at 2,023 square feet of lot area per dwelling unit. The PUD Development Stage Plan also allowed for 15.3 percent building coverage and 61 percent floor area ratio for the approved building and subject site. The proposed subdivision of the subject site into two unit lots will not alter the lot area per unit, building coverage, or floor area ratio from the approved PUD Development Stage Plan. Setbacks. The PUD Development Stage Plan includes approval of a site plan establishing setbacks for the principal building, detached garage structures, and off-street parking areas at the perimeter of the PUD District and from lot lines interior to the Riverbend North plat. The proposed subdivision of the subject site into two unit lots will not alter the setbacks established with the approved site plan. Easements. Section 10-8-12 of the Subdivision Ordinance requires dedication of drainage and utility easements at the perimeter of all lots. The subdivision of the subject site into two unit lots will establish a common lot line between the two unit lots. No drainage and utility easement is to be dedicated over this common lot line as it is intended that the two phases of the principal building will be connected over the common lot line as a single structure. Utilities. The utility plan approved for the proposed development provides for a single connection to City sewer and water utilities for the entire property. Subdivision of the subject site into two unit lots is proposed to continue to utilize one connection to City utilities. Utility Availability Charges for 3.13 acres of the subject site were deferred by the development contract until Phase 2 was initiated by the developer. The Utility Availability Charges owed for Phase 2 are outlined in the development contract drafted by the City Attorney. Stormwater. Grading, drainage, and erosion control plans were approved with the initial development applications for the subject site. The proposed subdivision of the subject site into two unit lots will not affect implementation of those plans. Erosion control and any site grading during construction of Phase 2 will be handled through the Department of Building Safety. There is no Stormwater Impact Fee for the subject site. Park Dedication. The proposed subdivision will not result in an increase in the number of dwelling units approved for the development. As such, there is no park dedication requirement for the proposed subdivision in accordance with Section 10-8-15.N of the Subdivision Ordinance. The development agreement for the subject site provided that payment of park dedication fees for Phase 2 was to be deferred until a building permit is applied, which is restated in the development contract drafted by the City Attorney for the proposed final plat. Owner Agreement. The separation of Phases 1 and 2 onto separate unit lots for financing purposes creates a situation where ownership of the phases could be separated. This situation necessitates establishment of an agreement binding the owner(s) of Phases 1 and 2 to common areas of ownership, access, and maintenance of the building and properties. The developer will be required to provide an agreement in form to be subject to review and approval by the City Attorney and then recorded with the properties concurrent with the recording of the final plat. Development Contract. There are no additional public improvements to be constructed as a result of the subdivision of the property into two unit lots. The City Attorney has drafted a development contract regarding the proposed final plat to bring forward the requirements of the initial final plat approval and conditions. TIF Addendum. The developer and the City entered into an agreement related to a Tax Increment Finance District for the apartment building and mini-storage lots within Riverbend North. As the proposed final plat affects one of the lots addressed by this agreement, the City’s TIF counsel has drafted an addendum agreement acknowledging the subdivision of the apartment lot and binding it to the initial TIF agreement. This agreement addendum is to be approved by the City Council by resolution. Recording. Section 10-5-3.B.8 of the Subdivision Ordinance requires that final plats be recorded within 100 days of approval by the City Council. Public Hearing. Developer Casey Darkenwald was present as the applicant and agreed with the recommendations of City staff. There were no public comments. The Planning Commission had no concerns with the request. The Planning Commission closed the public hearing and voted 7-0 to recommend the City Council approve the applications. A public hearing to consider the application was held by the Planning Commission on 6 December 2021. SUPPORTING DOCUMENTS ATTACHED: ▪ Resolution 2022-13 vacating existing drainage and utility easements ▪ Findings of Fact and Decision ▪ Resolution 2022-14 approving a Development Contract ▪ Development Contract ▪ Resolution 2022-15 approving first amendment to TIF development agreement ▪ First Amendment to TIF Development Agreement ▪ Final Plat POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to adopt Resolution 2022-13 vacating existing drainage and utility easements and approve a PUD Development Stage Plan and preliminary/final plat for Riverbend North Second Addition subject to the conditions as stated within the findings of fact and decision, adopt Resolution 2022-14 approving a development contract; and adopt Resolution 2022-15 approving the first amendment to the TIF development agreement. BUDGET INFORMATION FUNDING: BUDGETED: N/A N/A 1 CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO: 2022-13 APPROVING VACATION OF EXISTING DRAINAGE AND UTILITY EASEMENTS WITHIN THE PLAT OF RIVERBEND NORTH WHEREAS, Otsego Apartments, LLC has initiated vacation of existing drainage and utility easements dedicated over Lot 1, Block 1, Riverbend North; and, WHEREAS, the City Engineer has reviewed the request and determined that the existing drainage and utility easements are unnecessary for public purposes upon recording a final plat for Riverbend North Second Addition; and, WHEREAS, the Planning Commission held a public hearing at their regular meeting on 6 December 2021 to consider the vacation, preceded by required published and mailed legal notice; and, WHEREAS, the Planning Commission heard all parties interested therein, closed the public hearing, and voted 7-0 to recommend the City Council approve the vacation request; and, WHEREAS, the Request for Council Action dated 24 January 2022 prepared by the City Planner, The Planning Company LLC, is incorporated herein; and, WHEREAS, the City Council having considered all information received finds that the existing drainage and utility easements serve no useful public purpose and vacating the existing drainage and utility easements would be in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA: 1. That the existing drainage and utility easements dedicated over Lot 1, Block 1, Riverbend North are hereby vacated. 2. The vacation shall be effective upon recording a final plat for Riverbend North Second Addition. 3. The City Council hereby determines that the vacation of said existing right-of-way and drainage and utility easements shall cause no damage to any abutting or nearby property owners and therefore no damages are awarded to any such property owners. 2 MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the Otsego City Council this 24th day of January, 2022. CITY OF OTSEGO BY:______________________________ Jessica L. Stockamp, Mayor ATTEST:______________________________ Audra Etzel, City Clerk 1 18 Jan 22 RIVERBEND NORTH SECOND ADDITION PUD DEVELOPMENT STAGE PLAN AND PRELIMINARY/FINAL PLAT FINDINGS & DECISION APPLICANT: Otsego Apartments, LLC APPLICATION: Request for approval of a PUD Development Stage Plan amendment and preliminary/final plat for Riverbend North Second Addition. CITY COUNCIL MEETING: 24 January 2022 FINDINGS: Based upon review of the application and evidence received, the Otsego City Council now makes the following findings of fact: A. The legal description of the property is Lot 1, Block 1, Riverbend North. B. The property lies within the East Sewer District and is guided commercial land uses by the 2012 Otsego Comprehensive Plan, as amended. C. The property is zoned PUD, Planned Unit Development District. D. The City Council approved a PUD Development Stage Plan on 23 July 2018. E. The applicant is proposing to subdivide the property into two unit lots. F. The Request for Council Action dated 24 January 2022 prepared by the City Planner, The Planning Company LLC, is incorporated herein. G. The Otsego Planning Commission conducted a public hearing at their regular meeting on 6 December 2021 to consider the application, preceded by published and mailed notice; upon review of the application, and other evidence, the public hearing was closed and the Planning Commission recommended by a 7-0 vote that the City Council approve the request based on the findings outlined above. DECISION: Based on the foregoing information and applicable ordinances, the request is hereby APPROVED, subject to the following conditions: 1. The plans, standards, and conditions approved with the Riverbend North PUD Development Stage Plan on 23 July 2018 remain in full force and effect except as modified specifically herein. 2. All building plans related to common wall construction shall be subject to review and approval of the Building Official. 3. The developer shall pay utility availability charges deferred for Phase 2 prior issuance of a building permit based on the Fee Schedule in effect at the time of payment. 2 4. The developer shall pay utility connection charges for Phase 2 at the time a building permit is issued based on the Fee Schedule then in effect. 5. The developer shall make payment for the deferred park dedication fee for Phase 2 prior to issuance of a building permit. 6. The property owner shall execute and record an agreement addressing shared responsibilities for the ownership and maintenance of Phases 1 and 2, subject to review and approval of the City Attorney. 7. The developer shall enter into a development contract as drafted by the City Attorney and approved by the City Council. 8. The developer shall enter into an addendum to the TIF agreement as approved by the City Council. 9. The final plat shall be recorded within 100 days of City Council approval. MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the City Council of the City of Otsego this 24th day of January, 2022. CITY OF OTSEGO By:________________________________ Jessica L. Stockamp, Mayor Attest: By:____________________________ Audra Etzel, City Clerk 1 CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO: 2022-14 APPROVING A DEVELOPMENT CONTRACT FOR RIVERBEND NORTH SECOND ADDITION WHEREAS, Otsego Apartments, LLC (the “developer”) is proposing development of Riverbend North Second Addition; and WHEREAS, a final plat for the development was approved by the City Council on 24 January 2022; 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 Otsego Apartments, LLC is 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. 2 ADOPTED by the City Council of the City of Otsego this 24th day of January, 2022. MOTION BY: SECONDED BY: IN FAVOR: OPPOSED: CITY OF OTSEGO __________________________________ Jessica L. Stockamp, Mayor ATTEST: __________________________________ Audra Etzel, City Clerk 1 219911v5 Riverbend North Second Addition (reserved for recording information) DEVELOPMENT CONTRACT (Developer Installed Improvements) RIVERBEND NORTH SECOND ADDITION CONTRACT dated ____________________, 2022, by and between the CITY OF OTSEGO, a Minnesota municipal corporation (“City”), and OTSEGO APARTMENTS, LLC, a Minnesota limited liability company (the “Developer”). 1. REQUEST FOR PLAT APPROVAL. The Developer has asked the City to approve a plat for RIVERBEND NORTH SECOND 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: Lot 1, Block 1, Riverbend North 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, 2 219911v5 Riverbend North Second Addition streets, utilities, public or private improvements, or any buildings until all the following conditions have been 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 3 219911v5 Riverbend North Second Addition 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: 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 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 4 219911v5 Riverbend North Second 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 5 219911v5 Riverbend North Second 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 October 31, 2022. 13. 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. 14. 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 6 219911v5 Riverbend North Second Addition 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. 15. 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 before the City approves individual building permits (except three (3) model home permits on lots acceptable to the Building Official), 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 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 house pads, and all other items listed i n City Code. The City will withhold issuance of building permits 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 lots with house 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 building permits. Before a building permit is issued, a cash escrow shall be furnished to the City in accordance with the City’s current fee schedule to guarantee compliance with the erosion control and grading requirements and the submittal of an as-built certificate of survey. Prior to the release of the required individual lot grading and erosion control security that is submitted with the building permit, an as-built certificate of survey for single family lots must be submitted to verify that the final as-built grades and 7 219911v5 Riverbend North Second Addition 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-built survey is not timely completed, the City may enter the lot, perform the work, and apply the cash escrow toward the cost. Upon satisfactory completion of the grading, erosion control and as-built survey, the escrow funds, without interest, less any draw made by the City, shall be returned to the person who deposited the funds with the City. 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. 16. CLEAN UP. The Developer shall clean dirt and debris from streets that has resulted from construction work by the Developer, home builders, 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. 17. 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. 18. 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 pay a cash fee in the amount of $81,270.45 for the Sewer Availability Charge (“SAC”) at the time a building permit is issued which is calculated as follows: 9.0du/ac. X 3.13ac. X $2,885.00 = $81,270.45 8 219911v5 Riverbend North Second Addition 19. TRUNK WATERMAIN. The Developer shall pay a cash fee in the amount of $56,734.38 for the Water Availability Charge (“WAC”) at the time a building permit is issued which is calculated as follows: 9.0du/ac. X 3.13ac. X $2,014.00 = $56,734.38 20. 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 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. 21. 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. 22. PARK DEDICATION. The Developer shall pay a cash contribution of $271,819.00 in satisfaction of the City’s park dedication requirements. The charge is calculated as follows: 67 units X $4,057.00 per unit = $271,819.00 23. LANDSCAPING. Before a building permit is issued, a cash escrow per each lot in the plat shall be furnished the City in accordance with the City’s current fee schedule to guarantee compliance with the approved landscaping plan requirements. If the landscaping is not completed in a timely manner, the City may enter the lot, perform the work, and apply the cash escrow toward the cost. Upon satisfactory completion of the landscaping the escrow funds, without interest, less any draw made by the City, shall be returned to the person who deposited the funds with the City. All trees shall be warranted to be alive, of good quality, and disease free for twelve (12) months after planting. Any replacements shall be warranted for twelve (12) months from the time of planting. The Developer or property owner is responsible for contacting the City when all the landscaping has been installed to set up an inspection. Fifty percent (50%) of the security will be released when all the landscaping has been 9 219911v5 Riverbend North Second Addition installed and inspected by City staff and the remaining fifty percent (50%) will be released one year after the landscaping inspection and any warranty work has been completed. 24. 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 January 24, 2022. B. The plans, standards, and conditions approved with the Riverbend North PUD Development Stage Plan on July 23, 2018 shall remain in full force and effect except as modified specifically herein. C. All grading, drainage, and erosion control plans shall be subject to review and approval of the City Engineer. D. All easements are subject to review and approval of the City Engineer. E. All building plans related to common wall construction shall be subject to review and approval of the Building Official. F. The Developer shall pay utility availability charges deferred for Riverbend North Second Addition, prior to issuance of a building permit based on the Fee Schedule in effect at the time of payment. G. The Developer shall pay utility connection charges for Riverbend North Second Addition at the time a building permit is issued based on the Fee Schedule in effect at the time of final plat approval. H. The Developer shall satisfy the deferred park dedication fee in lieu of land with a cash payment in the amount of $271,819.00. I. The property owner shall execute and record an agreement addressing shared responsibilities for the ownership and maintenance of Phases 1 and 2 of the Riverbend North Planned Unit Development District, subject to review and approval of the City Attorney. J. The final plat shall be recorded within 100 days of City Council approval. 10 219911v5 Riverbend North Second Addition K. Prior to City Council issuance of a building permit, 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. L. The Developer shall provide for the preparation of record construction drawings and City base map updating by the City Engineer. This fee is $100.00 per acre for a total charge of $313.00, calculated as follows: 3.13 Acres X $100.00 = $313.00 M. 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. N. 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. O. The Developer shall install street lighting within the final plat in accordance with Title 8, Chapter 8, of the City Code with payment of charges as established in accordance with the City Fee Schedule, subject to review and approval of the City Engineer. 25. 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 issuance of a building permit: 11 219911v5 Riverbend North Second Addition A. Trunk Sewer Availability Charge (SAC) $81,270.45 B. Trunk Water Availability Charge (WAC) 56,734.38 C. Park Dedication 271,819.00 TOTAL CASH REQUIREMENTS $409,823.83 ESCROW A. City Legal Expenses (Minimum $1,500.00) $1,500.00 B. City Construction Observation (Minimum $10,000.00) 10,000.00 C. GIS Data Entry 313.00 ESCROW TOTAL $11,813.00 26. 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. 12 219911v5 Riverbend North Second Addition 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. 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. 27. 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. 28. 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. 13 219911v5 Riverbend North Second Addition 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 any building permits. 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 covenant s 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 14 219911v5 Riverbend North Second Addition 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 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 r equirements 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 15 219911v5 Riverbend North Second Addition • $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 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 16 219911v5 Riverbend North Second Addition 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 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. 29. 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: 7535 River Road NE, Otsego, Minnesota 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 17 219911v5 Riverbend North Second Addition in care of the City Administrator at the following address: Otsego City Hall, 13400 90th Street NE, Otsego, Minnesota 55330. [The remainder of this page has been intentionally left blank. Signature pages follow.] 18 219911v5 Riverbend North Second Addition CITY OF OTSEGO BY: ___________________________________________ Jessica L. Stockamp, Mayor (SEAL) AND __________________________________________ Audra Etzel, City Clerk STATE OF MINNESOTA ) )ss. COUNTY OF WRIGHT ) The foregoing instrument was acknowledged before me this ________ day of ______________, 2022, by Jessica L. Stockamp and by Audra Etzel, 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 19 219911v5 Riverbend North Second Addition DEVELOPER: OTSEGO APARTMENTS, LLC BY: ___________________________________________ Casey J. Darkenwald Its Chief Manager STATE OF MINNESOTA ) )ss. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this ________ day of ______________, 2022, by Casey J. Darkenwald, the Chief Manager of Otsego Apartments, LLC, a Minnesota limited liability company, on behalf of said entity. ______________________________________________ NOTARY PUBLIC DRAFTED BY: CAMPBELL, KNUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, MN 55121 Telephone: 651-452-5000 DSK/smt 20 219911v5 Riverbend North Second Addition MORTGAGE HOLDER CONSENT TO DEVELOPMENT CONTRACT WINGS FINANCIAL CREDIT UNION, a Minnesota credit union, which holds: 1. A Combination Mortgage, Security Agreement and Fixture Financing Statement executed by Otsego Apartments, LLC, a Minnesota limited liability company, dated January 25, 2019, filed February 6, 2019 as Document Number A1389285 in the amount of $12, 900,000.00 in favor of Wings Financial Credit Union; AND 2 Assignment of Rents and Leases by and between Otsego Apartments, LLC, a Minnesota limited liability company, and Wings Financial Credit Union, dated January 25, 2019, filed February 6, 2019 as Document Number A1389286; AND 3. A Combination Mortgage, Security Agreement and Fixture Financing Statement executed by Otsego Apartments, LLC, Otsego Mini Storage, LLC and Darkenwald’s Riverbend Wastewater Company, LLC, dated April 17, 2020, filed April 20, 2020 as Document Number A1424064 in the amount of $1,516,000.00, in favor of Wings Financial Credit Union (covers additional property); AND 4. Assignment of Rents and Leases by and between Otsego Apartments, LLC, a Minnesota limited liability company, and Wings Financial Credit Union, dated April 17, 2020, filed April 20, 2020 as Document Number A1424065; AND 5. A Combination Mortgage, Security Agreement and Fixture Financing Statement executed by Otsego Mini Storage LLC, a Minnesota limited liability company and Otsego Apartments, LLC, a Minnesota limited liability company, dated April 17, 2020, filed April 20, 2020 as Document Number A1424066 in the amount of $631,767.00, in favor of Wings Financial Credit Union; AND 6. Assignment of Rents and Leases by and between Otsego Apartments, LLC, a Minnesota limited liability company, and Wings Financial Credit Union, dated April 17, 2020, filed April 20, 2020 as Document Number A1424067; AND 7. A Combination Mortgage, Security Agreement and Fixture Financing Statement executed by Otsego Apartments, LLC, a Minnesota limited liability company et. al., dated December 14, 2020, filed January 4, 2021 as Document Number A1453921 in the amount of $900,000.00, in favor of Wings Financial Credit Union (covers additional property); 21 219911v5 Riverbend North Second Addition AND 8. Assignment of Rents and Leases by and between Otsego Apartments, LLC, a Minnesota limited liability company et. al., and Wings Financial Credit Union, dated December 14, 2020, filed January 4, 2021 as Document Number A1453922. 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 ____________, 2022. WINGS FINANCIAL CREDIT UNION By: _________________________ [print name] Its _____________________ [title] STATE OF MINNESOTA ) )ss. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this _____ day of ________________, 2022, by ___________________________, the _____________________________ of Wings Financial Credit Union, a Minnesota credit union, on behalf of said entity. ________________________________________ NOTARY PUBLIC DRAFTED BY: CAMPBELL KNUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 651-452-5000 DSK/smt 22 219911v5 Riverbend North Second Addition [BANK LETTERHEAD] IRREVOCABLE LETTER OF CREDIT No. ___________________ Date: _________________ TO: City of Otsego City Hall 13400 90th Street NE Otsego, Minnesota 55330 Dear Sir or Madam: 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, 2_____. 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 ______________________________ 7771556v1 EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA HELD: January 24, 2022 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Otsego, Wright County, Minnesota, was duly called and held at the City Hall in said City on January 24, 2022, at 7:00 p.m. The following members were present: and the following were absent: Member ________________ introduced the following resolution and moved its adoption: RESOLUTION NO. 2022-15 AUTHORIZING EXECUTION OF A FIRST AMENDMENT TO DEVELOPMENT AGREEMENT A. WHEREAS, the City of Otsego, Minnesota (the "City"), Otsego Apartments, LLC, a Minnesota limited liability company (the "Developer") and Otsego Mini Storage, LLC, a Minnesota limited liability company ("OMS") entered into a Development Agreement, dated as of January 28, 2019 (the "Development Agreement") in connection with the construction of a 97-unit multifamily rental apartment project and the construction of an approximately 44,000 square foot commercial mini-storage facility (the "Phase 1 Project") and the construction of a 67-unit multifamily rental apartment project (the "Phase 2 Project" and with the Phase 1 Project, the "Project"), each to be constructed by the Developer and located in the City; and B. WHEREAS, the City, OMS and the Developer propose to amend the Development Agreement as provided in the First Amendment to Development Agreement to amend Exhibit A to the Development Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Otsego, Minnesota, as follows: 1. The City Council hereby approves the First Amendment to Development Agreement in substantially the form submitted, and the Mayor and City Administrator/Finance Director are hereby authorized and directed to execute the First Amendment to Development Agreement on behalf of the City. 7771556v1 2 2. The approval hereby given to the First Amendment to Development Agreement includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City officials authorized by this resolution to execute the Agreement. The execution of the Agreement by the appropriate officer or officers of the City shall be conclusive evidence of the approval of the Agreement in accordance with the terms hereof. The motion for adoption of the foregoing resolution was duly seconded by member _________________ and, after full discussion thereof, and upon a vote being taken thereof, the following voted in favor thereof: and the following voted against same: Adopted this 24th day of January, 2022. _________________________ Mayor Attest: ________________________ City Administrator/Finance Director 7771556v1 3 STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF OTSEGO I, the undersigned, being the duly qualified and acting City Administrator/Finance Director of the City Council of the City of Otsego, Minnesota, DO HEREBY CERTIFY that I have carefully compared the attached and foregoing extract of minutes with the original minutes of a meeting of the City Council City held on the date therein indicated, which are on file and of record in my office, and the same is a full, true and complete transcript therefrom insofar as the same relates to a Resolution Authorizing the Execution of an Amendment to Development Agreement. WITNESS my hand as such City Administrator/Finance Director of the City Council of the City of Otsego, Minnesota this ____ day of January, 2022. _____________________________ City Administrator/Finance Director 72290641v2 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (the "Amendment"), dated as of the 24th day of January, 2022, by and among the CITY OF OTSEGO, MINNESOTA (the "City"), a municipal corporation and political subdivision of the State of Minnesota, Otsego Apartments, LLC, a Minnesota limited liability company (the "Developer") and Otsego Mini Storage, LLC, a Minnesota limited liability company (the "OMS"). WITNESSES: WHEREAS, the City, the Developer and OMS entered into a Development Agreement dated as of January 28, 2019 (the "Development Agreement") relating to the acquisition and development of certain real property; and WHEREAS, the City, the Developer and OMS wish to amend the Development Agreement as provided in this Amendment; and WHEREAS, the City, the Developer and OMS have both duly authorized the Amendment; and NOW, THEREFORE, the Development Agreement is amended as provided herein. 1. Section 1.1 of the Development Agreement is amended and the definition of Land Use Agreement is amended and restated as follows: "Land Use Agreement means collectively the Development Agreement for Riverbend North dated as of January 28, 2019 between the City, OMS, and the Developer and the Development Contract for Riverbend North Second Addition dated as of January 24, 2022 by and between the City and the Developer;" 2. EXHIBIT A, is amended and restated as follows: "Lot 1, Block 1 Riverbend North 2nd Addition Lot 2, Block 1 Riverbend North 2nd Addition" 3. Except as herein amended, all terms and provisions of the Development Agreement shall remain in full force and effect. 72290641v2 S-1 IN WITNESS WHEREOF, the City, the Developer and OMS have caused this Amendment to be duly executed on the date first written above. CITY OF OTSEGO, MINNESOTA By:_____________________________ Its Mayor By:_____________________________ Its City Administrator/Finance Director This is a signature page to the First Amendment to the Development Agreement by and among the City of Otsego, Minnesota, Otsego Apartments, LLC and Otsego Mini Storage, LLC. 72290641v2 S-2 OTSEGO APARTMENTS, LLC By__________________________ Its Manager This is a signature page to the First Amendment to the Development Agreement by and among the City of Otsego, Minnesota, Otsego Apartments, LLC and Otsego Mini Storage, LLC. 72290641v2 S-3 OTSEGO MINI STORAGE, LLC By__________________________ Its Manager This is a signature page to the First Amendment to the Development Agreement by and among the City of Otsego, Minnesota, Otsego Apartments, LLC and Otsego Mini Storage, LLC. RIVERBEND NORTH SECOND ADDITIONKNOW ALL PERSONS BY THESE PRESENTS: That Otsego Apartments, LLC, a Minnesota Corporation, fee owner of the following described property situated in the County of Wright, State of Minnesota, to wit:Lot 1, Block 1 RIVERBEND NORTH ADDITION, Wright County, MinnesotaHas caused the same to be surveyed and platted as RIVERBEND NORTH SECOND ADDITION and does hereby dedicate to the public for public use the drainage and utility easements as created by this plat.In witness whereof said Otsego Apartments, LLC, a Minnesota Corporation, has caused these presents to be signed by its proper officer this __________ day of _________________________, 20__. Otsego Apartments, LLC By ___________________________________, ____________________________State of Minnesota, County of _____________________This instrument was acknowledged before me this ______ day of ____________________, 20__ by _______________________, ________________________ of Otsego Apartments, LLC, a Minnesota Corporation,on behalf of the Corporation. ________________________________________ Signature ________________________________________ Name Notary Public __________________________ County, Minnesota My commission expires: ______________________I Larry Huhn do hereby certify that this plat was prepared by me or under my direct supervision; that I am a duly Licensed Land Surveyor in the State of Minnesota; that this plat is a correct representation of theboundary survey; that all mathematical data and labels are correctly designated; that all monuments depicted on this plat have been, or will be correctly set within one year; that all water boundaries and wetlands, asdefined in Minnesota Statutes, Section 505.01, Subd. 3, as of the date of this certificate are shown and labeled on this plat; and all public ways are shown and labeled on this plat.Dated this _____ of ____________, 20____. _______________________________ Larry Huhn, Land Surveyor Minnesota License No. 24332State of Minnesota, County of _____________________The foregoing Surveyor's Certificate was acknowledged before me this ______ day of ____________________, 20__ by Larry Huhn, Land Surveyor, Minnesota License No. 24332. ________________________________________ Signature ________________________________________ Name Notary Public __________________________ County, Minnesota My commission expires: ______________________CITY COUNCIL, CITY OF OTSEGO, MINNESOTAThis plat of RIVERBEND NORTH SECOND ADDITION was approved and accepted by the City Council of the City of Otsego, Minnesota, at a regular meeting thereof held this ________ day of___________________, 20__, and said plat is in compliance with the provisions of Minnesota Statutes, Section 505.03, Subd. 2.. CITY OF OTSEGO, MINNESOTA By: _____________________________________Attest: _________________________________Mayor City ClerkWRIGHT COUNTY SURVEYORI hereby certify that in accordance with Minnesota Statutes, Section 505.021, Sudb. 11, this plat has been reviewed and approved this ___________ day of ______________________, 20__.________________________________________Wright County SurveyorWRIGHT COUNTY HIGHWAY ENGINEERThis plat was reviewed and recommended for approval this _____ day of ____________, 20__.________________________________________Wright County EngineerWRIGHT COUNTY AUDITOR/TREASURERPursuant to Minnesota Statutes, Section 505.021, Subd. 9, taxes payable for the year 20___ on the land hereinbefore described have been paid. Also pursuant to Minnesota Statutes, Section 272.12, there are nodelinquent taxes and transfer entered this _______ day of ________________________, 20__._________________________________________ By: ___________________________________________Wright County Auditor/Treasurer DeputyWRIGHT COUNTY RECORDERI hereby certify that this instrument was filed in the office of the County Recorder for record on this ________ day of __________________, 20___ at______ o'clock ____.M. and was duly recorded in Cabinet No. _________, Sleeve _________, as Document No._______________._________________________________________Wright County Recorder ΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔΔ1Block 12RIVERBEND NORTH SECOND ADDITIONNORTH050100SCALE IN FEET1 INCH = 50 FEETΔΔ