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3.16 IOS Otsego Request for City Council Action DEPARTMENT INFORMATION ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE: Planning City Planner Licht 12 June 2023 PRESENTER(s) REVIEWED BY: ITEM #: Consent City Administrator/Finance Director Flaherty City Engineer Wagner City Attorney Kendall 3.16 – IOS Otsego STRATEGIC VISION MEETS: THE CITY OF OTSEGO: 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. 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 approval of a final plat and development contract. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes No BACKGROUND/JUSTIFICATION: The City Council on 9 January 2023 approved a Zoning Map amendment, Interim Use Permit, site and building plans, and preliminary plat for 76.26 acres located west of Kadler Avenue, north of 70th Street. The developer submitted an application for final plat approval, consisting of one lot and three outlots for the proposed development. The proposed development also includes extension of trunk sewer and improvement of Kadler Avenue. Comprehensive Plan. The 2012 Otsego Comprehensive Plan guides the subject site for future industrial land uses within the West Sewer District in the form of large-scale industrial buildings to accommodate manufacturing, assembly, warehouse, and office uses. Industrial development is a goal of the Comprehensive Plan so as to diversify the tax base and lessen dependance on residential properties as well as to create employment opportunities within Otsego and the proposed development advances the City’s efforts. Zoning. The subject site is zoned I-2, General Industrial District. Lot 1, Block 1 is to be developed with an office and maintenance shop use of Lot 1, Block 1. Outlot C is intended for future development of one or more other industrial uses allowed within the I-2 District. Right-of-Way/Streets. The subject site abuts Kadler Avenue, which is a rural section gravel roadway adjacent to the property. The final plat includes dedication of 75 feet of right-of-way for the west side of Kadler Avenue, which combined with the existing 33 feet of prescriptive roadway easement to the east, is sufficient for the proposed Kadler Avenue improvement. The developer has also entered into a purchase agreement for the residential exception parcel at the southeast corner of the subject site for the purpose of obtaining the right-of-way necessary from that property to improve Kadler Avenue. The developer has prepared plans for improvement of Kadler Avenue to an Industrial/Commercial Collector Street at their cost. The proposed street will be 46 feet in width with concrete curb and gutter. The improvement starts at the north line of the Interstate Otsego plat and extends to 80th Street, the full width of the subject site. The street will need to taper back to the existing rural section at the 80th Street intersection. The final plat also includes construction of 78th Court as an industrial street west of Kadler Avenue to access Lot 1, Block 1 and future development of Outlot C. The proposed street is to be 46 feet in width with a concrete curb within the right-of-way 80 feet wide. There is a turnaround at the west terminus with a radius of 50 feet for the pavement and 60 feet for the right-of-way. The cul-de-sac turnaround is intended to be permanent dead end due to planned regional ponding along a drainage way to the Mississippi River at west side of the subject site. The cul-de-sac is 1,580 feet in length, which exceeds the maximum 500 feet allowed by Section 10-8-5.C.2 of the Subdivision Ordinance. Due to the large scale of the industrial lots accessed from the proposed street and fire protection measures required for industrial developments, the cul-de-sac length is acceptable. Right-of-way dedication and construction plans for Kadler Avenue and 78th Court are to be subject to review and approval of the City Engineer. Lot Requirements. Lots within the I-2 District are required to be a minimum of two acres in area and have a minimum width of 200-feet measured at the setback line from the front lot line in accordance with Section 11-86-7.A and B of the Zoning Ordinance. Lot 1, Block 1 is proposed to be 23.55 acres in area. The lot is approximately 1,550 feet in width measured at the front setback line along 78th Court. The preliminary plat complies with the minimum lot requirements of the Zoning Ordinance. Setbacks. The proposed building within Lot 1, Block 1 complies with the setback requirements of the I-2 District established by Section 11-86-7.C of the Zoning Ordinance. Kadler Ave. 78th Ct. South West Required 30ft. 30ft. 25ft. 20ft. Site Coverage. Section 11-86-8 of the Zoning Ordinance establishes a maximum building coverage limit for lots within the I-2 District of 50 percent. The proposed building is identified on the site plan as covering only 1.56 percent of the area of Lot 1, Block 1. Utilities. There is an existing trunk water utility within the Kadler Avenue right-of-way that can serve the proposed development. The submitted plans include placement of trunk sewer pipe from Lot 1, Block 1 Interstate Otsego to the north line of the subject site along the west side of Kadler Avenue. The preliminary plat was conditioned on the City, at its sole discretion, obtaining easements for construction of trunk sewer between Kadler Avenue and Windsong to serve the proposed development. The City will pay for these easements and the construction of the sewer utility between Kadler Avenue and Windsong Third Addition as a trunk cost. The City is working with two property owners to acquire the necessary easements, but has not secured them. To allow the development to move forward, interim use of a septic holding tank is proposed subject to the following conditions: 1. Pay utility available charges with the final plat 2. Construct trunk sewer from the connection west of Kadler Avenue to the plat 3. Configure the building connection for both the septic system and sewer connection 4. Overlay the septic tank with temporary drainage and utility easement 5. Escrow funds for the removal of the septic tank and connection to sewer 6. Pay sewer connection charges with the building permit The City would have the ability to require the connection to sewer when the connection east of Kadler and undertake the work if not completed within one year as specified in the development contract. It is not City staff’s intent that allowing IOS to proceed under this scenario would allow for any other development served by the utility connection east of Kadler Avenue to proceed until the trunk sewer connection is made. Other properties interested in development are not zoned for industrial use and/or are outside of the current sewer district, making consideration of other applications premature. Grading. The developer has submitted plans for grading, drainage, and erosion control, as well as calculations for stormwater management. All stormwater management plans are subject to review and approval of the City Engineer. Payment of a Stormwater Impact Fee for Otsego Creek will be required as a condition of final plat approval. Easements. Section 11-8-12.A of the Subdivision Ordinance requires 10 foot wide drainage and utility easements to be dedicated at the perimeter of Lot 1, Block 1. Additional drainage and utility easements may be required over portions of Lot 1, Block 1 for extension of utilities or stormwater management facilities related to the site plan. Easements within Outlot C are to be temporary drainage and utility easements by document that expire upon platting to avoid the need for a future vacation proceeding. All drainage and utility easements are to be subject to review and approval of the City Engineer. Park Dedication. Section 10-8-15 of the Subdivision Ordinance requires dedication of land or payment of a cash fee in lieu of land for the City’s parks system. The required dedication is to be 10 percent of the net buildable area of the subject site in accordance with Section 10-8-15.H.2 of the Subdivision Ordinance or payment of a cash fee in lieu of land. The net buildable area of the subject site, less wetlands and right-of- way for Kadler Avenue is 76.37 acres resulting in a required dedication of 7.64 acres. City staff recommends that the park dedication requirement be waived for Lot 1, Block 1 based on economic development goals and completion of infrastructure beyond the plat. A portion of Outlot A will also be incorporated as part of a future greenway corridor, which is eligible for consideration as park dedication. Outlot C will be subject to park dedication requirements at such time as it is final platted for development. Development Contact. A development contract is required with final plat approval by Section 10-10-4.A of the Subdivision Ordinance to provide for completion of public improvements, establishment of required securities, and payment of applicable fees related to the subdivision of the subject site. Section 11-9-7 of the Zoning Ordinance also requires that the developer enter into a performance agreement with the City to provide for construction of the project improvements within the subject site. The City Attorney has drafted a single development contract for the proposed development that has been executed by the developer and is subject to approval by resolution of the City Council and recorded with the property. SUPPORTING DOCUMENTS ATTACHED: ▪ Final Plat ▪ Findings of Fact and Decision; Final Plat ▪ Development Contract ▪ Resolution 2023-42 approving a Development Contract POSSIBLE MOTION PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES: Motion to approve the final plat of the IOS Otsego subject to the conditions as stated in the Findings of Fact and Decision, as presented, and adopt Resolution 2023-42 approving a development contract. BUDGET INFORMATION FUNDING: BUDGETED: N/A N/A IOS OTSEGOKNOW ALL PERSONS BY THESE PRESENTS: That Minnesota Otsego Industrial Properties, LLC, a Minnesota Limited Liability Company, fee owner ofthe following described property situated in the County of Wright, State of Minnesota to-wit:The North Half of the Northeast Quarter of Section 27, Township 121, Range 24, Wright County, Minnesota, EXCEPTING THEREFROM the East 208.70feet of the South 208.70 feet of said North Half of the Northeast Quarter.Has caused the same to be surveyed and platted as IOS OTSEGO and does hereby dedicate to the public for public use the public ways and the drainageand utility easements as created by this plat.In witness whereof Otsego Farms, LLP, a Minnesota limited liability partnership, has caused these presents to be signed by its proper officer thisdayof_________________, 20.___________________________________Jim Waters, Chief ManagerSTATE OF MINNESOTACOUNTY OF This instrument was acknowledged before me this_____ day of_________________, 20, by Don Houpt, Chief Manager of Minnesota Otsego IndustrialProperties, LLC a Minnesota limited liability company, on behalf of the company.Notary Public SignatureNotary Printed NameNotary Public_______________County, MinnesotaMy Commission ExpiresI Kaleb J. Kadelbach do hereby certify that this plat was prepared by me or under my direct supervision; that I am a duly Licensed Land Surveyor in theState of Minnesota; that this plat is a correct representation of the boundary survey; that all mathematical data and labels are correctly designated on thisplat; that all monuments depicted on the plat have been, or will be correctly set within one year; that all water boundaries and wetlands, as defined inMinnesota 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 labeledon this plat.Dated this__________ day of _______________________, 20._____________________________________________Kaleb J. Kadelbach, Licensed Land SurveyorMinnesota License No. 57070STATE OF MINNESOTACOUNTY OF The foregoing surveyor's certificate was acknowledged before me this_____ day of_________________, 20, by Kaleb J. Kadelbach, LandSurveyor, Minnesota Licence No 57070.Notary Public SignatureNotary Printed NameNotary Public_______________County, MinnesotaMy Commission ExpiresCITY COUNCIL, CITY OF OTSEGO, MINNESOTA:This plat of IOS OTSEGO was approved and accepted by the City Council of the City of Otsego, Minnesota, at a regular meetingthereof held this day of, 20, and said plat is in compliance with the provisions of MinnesotaStatutes, Section 505.03, Subd. 2.CITY COUNCIL, CITY OF OTSEGO, MINNESOTAMayorCity ClerkWRIGHT COUNTY SURVEYORI hereby certify that in accordance with Minnesota Statutes, Section 505.021, Subd. 11, this plat has been reviewed and approved this _____ day of, 20._______________________________________Wright County SurveyorWRIGHT COUNTY LAND RECORDSPursuant 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 no delinquent taxes and transfer entered this _____ day of _______________________, 20___._______________________________________Wright County Land Records AdministratorWRIGHT 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 v3-8Jun23 1 IOS OTSEGO FINAL PLAT FINDINGS OF FACT & DECISION APPLICANT: Minnesota Otsego Industrial Properties LLC APPLICATION: Request for approval of the IOS Otsego final plat. CITY COUNCIL MEETING: 12 June 2023 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: The North Half of the Northeast Quarter of Section 27, Township 121, Range 24, Wright County, Minnesota, EXCEPTING THEREFROM the east 208.70 feet of the South 208.70 feet of said North Half of the Northeast Quarter B. The property lies within the West Sewer District and is guided industrial land uses by the 2012 Otsego Comprehensive Plan, as amended. C. The property is zoned I-2, General Industrial District. D. The applicant is requesting approval of a final plat of one lot and three outlots. E. The Request for Council Action dated 12 June 2023 prepared by the City Planner, The Planning Company LLC, is incorporated herein. DECISION: Based on the foregoing information and applicable ordinances, the request is hereby APPROVED, subject to the following conditions: 1. Right-of-way dedication and design and construction plans for Kadler Avenue and 78th Court shall be subject to review by the City Engineer. 2. The developer shall acquire at their cost a 75 foot wide right-of-way easement necessary for improvement of Kadler Avenue from PID 118-800-271101 to be dedicated to the City concurrent with the recording of the final plat. v3-8Jun23 2 3. Outlot A and Outlot B shall be deeded to the City by warranty deed, free and clear of any and all encumbrances, for stormwater management purposes including storm water basins, wetlands, and wetland buffers. 4. A temporary drainage and utility easement shall be provided over Outlot C by document and all drainage and utility easements shall be subject to review and approval of the City Engineer. 5. Utilities: a. All utility plans shall be subject to review and approval of the City Engineer. b. Trunk sewer: (1) Construct trunk sewer from the connection west of Kadler Avenue to the plat. (2) Configure the building connection within Lot 1, Block 1 for both the septic system and sewer connection. (3) Overlay the septic tank with temporary drainage and utility easement. (4) Escrow funds for the removal of the septic tank and connection to sewer as determined by the City Engineer. c. The developer shall pay utility availability charges for Lot 1, Block 1 in accordance with the fee schedule in effect at the time of final plat approval. d. The developer shall pay utility connection charges for Lot 1, Block 1 in accordance with the fee schedule in effect at the time a building permit is issued. e. Lot 1, Block 1 shall connect to municipal sanitary sewer and remove the interim septic system within one year from the date that municipal sewer service is available to the property. f. Outlot C shall not be final platted until such time as municipal sewer service is available to the property. 6. All stormwater management plans shall be subject to review and approval of the City Engineer. 7. The developer shall pay a Stormwater Impact Fee for Otsego Creek in accordance with the fee schedule at the time of final plat approval. 8. The developer shall enter into a development contract as required by Section 10-10-4.A of the Subdivision Ordinance and Section 11-9-7 of the Zoning Ordinance, subject to review by the City Attorney and approval of the City Council. v3-8Jun23 3 MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the City Council of the City of Otsego this 12th day of June, 2023. CITY OF OTSEGO __________________________________ Jessica L. Stockamp, Mayor ATTEST: __________________________________ Audra Etzel, City Clerk 1 IOS Otsego 226410v1 (reserved for recording information) DEVELOPMENT CONTRACT (Developer Installed Improvements) IOS OTSEGO CONTRACT dated ____________________, 2023, by and between the CITY OF OTSEGO, a Minnesota municipal corporation (“City”), and MINNESOTA OTSEGO INDUSTRIAL PROPERTIES, LLC, a Minnesota limited liability company (the “Developer”). 1. REQUEST FOR PLAT APPROVAL. The Developer has asked the City to approve a plat for IOS OTSEGO (referred to in this Contract as the "plat"). The land is situated in the County of Wright, State of Minnesota, and is legally described on Exhibit “A” attached hereto and made a part hereof: 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 one hundred (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 2 IOS Otsego 226410v1 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 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 IOS Otsego 226410v1 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 C - Plans and Specifications for Public Improvements Plan D - Street Lighting Plan Plan E - 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 IOS Otsego 226410v1 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 IOS Otsego 226410v1 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 complete construction of Kadler Avenue up to and including curb and placement of the first lift of asphalt by October 31, 2023. The Developer shall install all other required public improvements related to Kadler Avenue by June 30, 2024. 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 not be constructed until at least one (1) construction season after 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 6 IOS Otsego 226410v1 such time as street construction is completed and the streets are accepted as City streets by the City. The two (2) year warranty period set forth above commences upon the date on which the City accepts the streets by resolution. 14. KADLER AVENUE IMPROVEMENTS. The Developer shall construct Kadler Avenue and install concrete curb and gutter from the north line of the Interstate Otsego plat extending to 80th Street. The Developer shall taper Kadler Avenue back to the existing rural section of Kadler Avenue at the 80th Street intersection. The Developer shall grant to the City a permanent easement for right-of-way purposes in a recordable form approved by the City for the portion of Kadler Avenue abutting the exception parcel southeast of the plat of IOS Otsego. Right of way dedication, design and construction plans for Kadler Avenue are subject to review and approval of the City Engineer. 15. 78TH COURT IMPROVEMENTS. The Developer shall construct 78th Court west of Kadler Avenue to access Lot 1, Block 1, IOS Otsego and future development of Outlot C. Right of way dedication, design and construction plans for 78th Court are subject to review and approval of the City Engineer. 16. INTERIM SEPTIC HOLDING TANK. Approval of the preliminary plat was conditioned on the City, at its sole discretion, obtaining easements for construction of trunk municipal sewer between Kadler Avenue and Windsong Third Addition to serve the proposed development. The City will pay for these easements and the construction of the municipal sewer utility between Kadler Avenue and Windsong Third Addition as a trunk cost. The City is working with two property owners to acquire the necessary easements, but has not secured them. To allow the development to move forwar d, interim use of a septic holding tank is to be allowed for only Lot 1, Block 1. The interim septic holding tank shall comply with the requirements of Section 9-5-3.D.3 of the City Code and the Developer shall configure the building connection for both the interim septic holding tank 7 IOS Otsego 226410v1 and municipal sewer connection, subject to approval of the City Engineer. The interim septic holding tank and building connection are to be overlaid by temporary drainage and utility easement approved by the City Engineer to allow access to the building connection and interim septic holding tank. The City shall require the connection to municipal sewer at such time as the trunk connection east of Kadler to Windsong Third Addition is completed providing services to the plat in accordance with Section 8-1-3 of the City Code. The Developer shall provide an escrow in the amount of $25,000.00 for connection to municipal sewer and removal of the interim septic holding tank. The Developer shall undertake the connection to municipal sewer within one (1) year of the service being available to the lot. If the Developer has not completed the connection to municipal sewer and removal of the interim septic holding tank as required by this Contract the City is authorized to undertake the connection and is entitled to reimbursement for all costs incurred from escrows held in accordance with this Contract. The Developer shall submit a maintenance plan for the interim septic holding tank as required by Section 9-5-4.C of the City Code and shall enter into and maintain a contract for maintenance of the septic holding tank for the duration the system is in use and until the connection to municipal sewer is complete. The Developer shall provide the City a copy of said contract and any amendments or modifications of the initial agreement or any subsequent agreements entered into for maintenance of the interim septic holding tank. The septic holding tank maintenance contract shall provide for pumping of the interim septic holding tank on an as needed basis as determined by the City Engineer. 17. 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. 18. 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 8 IOS Otsego 226410v1 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. 19. 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, 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 in 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 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. 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 9 IOS Otsego 226410v1 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. 20. 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. 21. 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. 22. LATERAL STORM SEWER. The Developer shall post a security for lateral storm sewer in the amount of $886,806.00 which is due upon final plat approval. The Developer shall pay a cash fee in the amount of $99,169.05 for the Trunk Storm Water Management Impact Fee for Otsego Creek due upon final Plat Approval, calculated as follows: 23.55 Gross Acres X $4,211/Gross Acre = $99,169.05 23. 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 at 3.5 RECs per gross acre for commercial, industrial, or institutional uses. The Developer shall post a security in the amount of $684,575.40 for Lateral and Trunk Sanitary Sewer which is due upon final plat approval. The Developer shall receive a credit from the City in the amount of $61,015.96 for installation of extra depth sanitary sewer to a property within the sewer district directly to the east of IOS Otsego. The Developer shall pay a cash fee in the amount of $190,297.87 for the Sewer Availability Charge (“SAC”) at the time of plat approval which is calculated as follows: 23.55 Gr Ac X 3.5 RECs/Gr Ac X $3,049.00/REC = $251,313.83 – $61,015.96 = $190,297.87 The preliminary plat is conditioned on the City, at its sole discretion, obtaining easements for construction of trunk sewer between Kadler Avenue and Windsong to serve the proposed development. 10 IOS Otsego 226410v1 The City shall pay for these easements and the construction of the sewer utility between Kadler Avenue and Windsong Third Addition as a trunk cost. The City is working to acquire the necessary easements, but has not secured them yet. To allow the development to move forward, interim use of a septic tank is authorized subject to the following conditions: 1. The Developer shall pay utility availability charges with the final plat. 2. The Developer shall construct trunk sewer from the sewer connection west of Kadler Avenue to the plat. 3. The Developer shall configure the building connection for both the septic system and sewer connection. 4. The Developer shall grant to the City a temporary drainage and utility easement in a recordable form approved by the City overlaying the septic tank. 5. The Developer shall provide an escrow to the City in the amount of $25,000.00 for the removal of the septic tank and connection to municipal sewer. 6. The Developer shall pay sewer connection charges with the building permit. The City shall require the connection to sewer with the connection east of Kadler Avenue and shall undertake the work if not completed within one year from the time of final plat approval. 24. LATERAL AND TRUNK WATERMAIN. The Developer shall post a security in the amount of $339,872.00 for the installation of lateral and trunk watermain and connection. The Developer shall receive a credit as determined by the City Engineer in the amount of $19,650.00 from the WAC cash fee for the cost of connection to 16 inch watermain on the west side of Kadler Avenue and connection of 10 inch watermain to the east side of Kadler Avenue. The Developer shall pay a cash fee in the amount of $155,750.40 for the Water Availability Charge (“WAC”) at the time of plat approval which is calculated as follows: 23.55 Gr Ac X 3.5 RECs/Gr Ac X $2,128.00/REC = $175,400.40 - $19,650.00 = $155,750.40 25. SEWER CONNECTION CHARGE AND WATER CONNECTION CHARGE. The Developer shall pay to the City required water and sewer connection charges. The water and sewer 11 IOS Otsego 226410v1 connection charges shall be collected per Section 8-1-6-C of City Code for all uses and must be paid according to the terms of this Development Contract. 26. 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. 27. WETLAND, STREET, AND TRAFFIC CONTROL SIGNS. The Developer shall pay to the City $1,000.00 to ensure the installation of wetland, street, and traffic control signs. The fee is calculated as follows: four (4) signs at $250.00 per sign. 28. 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. 29. LANDSCAPING. Landscaping shall be installed in accordance with the approved landscape plan. The Developer shall post a $122,430.00 landscaping security at the time of final plat approval to ensure that the landscaping is installed in accordance with the approved plan. 30. PARK DEDICATION. Park dedication requirements for Lot 1, Block 1 shall be waived in consideration of the Plat providing for completion of Kadler Avenue improvements and extension of trunk sewer infrastructure occurring beyond the plat boundaries allowing for development of the plat and potentially other adjacent properties consistent with the City’s economic development goals. Outlot C shall be subject to park dedication requirements at such time as Outlot C is final platted into lots and blocks. 31. 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 June 12, 2023. 12 IOS Otsego 226410v1 B. Before the City signs the final plat, the Developer shall convey Outlots A and B to the City by warranty deed, free and clear of any and all encumbrances. C. The Developer shall grant to the City a temporary drainage and utility easement over the entirety of Outlot C in a recordable form approved by the City. D. Outlot C shall not be platted until such time as municipal sewer service is available to the property. E. The Developer shall grant to the City a temporary access and drainage and utility easement over a portion of Lot 1, Block 1 for connection of municipal sewer service in a recordable form approved by the City. F. The Developer shall connect Lot 1, Block 1 to municipal sanitary sewer and remove the interim septic system within one year from the date that municipal sewer service is available to Lot 1, Block 1 as determined by the City Engineer. G. All utility plans shall be subject to review and approval of the City Engineer. H. The Developer shall pay Utility Availability Charges for Lot 1, Block 1, in accordance with the fee schedule in effect at the time of final plat approval. I. The Developer shall pay Utility Connection Charges for Lot 1, Block 1, in accordance with the fee schedule in effect at the time a building permit is issued. J. All grading, drainage, wetland, and erosion control plans shall be subject to review and approval of the City Engineer. K. The design and construction of all off-street parking shall be subject to review and approval of the City Engineer. L. The Developer shall provide a site plan for the outdoor storage area demonstrating adequate access for emergency purposes, subject to review and approval of the Zoning Administrator. M. The proposed aggregate surface of the outdoor storage area shall be subject to review and approval of the City Engineer. 13 IOS Otsego 226410v1 N. Proposed fencing shall comply with Section 11-19-4.H of the Zoning Ordinance and requires approval of a fence permit by the Zoning Administrator prior to construction. O. The Developer shall submit a plan to the City detailing the type, location, and height of all proposed exterior lighting in compliance with Section 11-16-6 of the Zoning Ordinance, subject to review and approval of the Zoning Administrator. P. All signs shall comply with Chapter 37 of the Zoning Ordinance and require a sign permit approved by the Zoning Administrator prior to installation. Q. Any outdoor storage of waste and recycling containers shall comply with Section 11-18-4.C of the Zoning Ordinance, subject to review and approval of the Zoning Administrator. R. All stormwater management plans shall be subject to review and approval of the City Engineer. S. All drainage and utility easements shall be subject to review and approval of the City Engineer. T. 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. U. The Developer shall pay an escrow for the preparation of record construction drawings, GIS, and City base map updating. This fee is $250.00 per lot for a total charge of $250.00. V. 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. 32. CONSTRUCTION ADMINISTRATION AND FEES FOR CITY SERVICES. The Developer shall pay a fee for consulting engineering administration following approval of the Plat. City engineering 14 IOS Otsego 226410v1 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), Park and Trail Dedication Fees (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. 15 IOS Otsego 226410v1 All other amounts listed as flat fees are non-refundable and available immediately for City use when posted. 33. 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 security amount shall be one hundred twenty five (125) percent of the City Engineer’s estimated cost of all public improvements and/or private improvements required by the Subdivision Ordinance or Zoning Ordinance. The Developer shall provide an additional security equal to six and one-half (6.5%) of the estimated cost of the required public and/or private improvements for use by the City for the purpose of assuming responsibility for design, bidding, and construction administration of the required improvement in the event of a default by the Developer as provided for by 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 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 16 IOS Otsego 226410v1 (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. 34. SUMMARY OF SECURITY REQUIREMENTS. The amount of the security described above is calculated as follows: CONSTRUCTION COSTS: A. Sanitary Sewer – Lateral and Trunk $684,575.40 B. Watermain – Lateral and Trunk 339,872.00 C. Storm Sewer - Lateral 886,806.00 D. Streets (Kadler Ave (1/4 Mile) and 78th Court 736,268.00 CONSTRUCTION SUB-TOTAL $2,647,521.40 OTHER COSTS: A. Site Grading, Erosion & Sediment Control $115,200.00 and Wetland Protection B. Engineering & Surveying Construction Services (6.5%) 172,088.89 C. Landscaping 122,430.00 OTHER COSTS SUB-TOTAL $409,718.89 TOTAL – SUBTOTAL $3,057,240.29 TOTAL IRREVOCABLE LETTER OF CREDIT $3,821,550.36 FOR SECURITY (125% OF SUBTOTAL ESCROW A. City Legal Expenses (Est. 1.0% of $2,647,521.40) $26,475.21 B. City Construction Observation (Est. 8.0% of $2,647,521.40) 211,801.71 C. Sanitary Sewer Connection & Removal of Septic Tank 25,000.00 D. GIS Data Entry Fee 250.00 ESCROW TOTAL $263,526.92 17 IOS Otsego 226410v1 This breakdown is not a restriction on the use of the security. 35. 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 $2,647,521.40) $26,475.21 B. Trunk Sewer Availability Charge (SAC) 190,297.87 C. Trunk Water Availability Charge (WAC) 155,750.40 D. Trunk Storm Water Management Impact Fee 99,169.05 E. Park Dedication Fee 0.00 F. Wetland, Street & Traffic Control Signs 1,000.00 G. Street Lights 3,000.00 TOTAL CASH REQUIREMENTS $475,692.50 36. WARRANTY. The Developer warrants all improvements required to be constructed by it pursuant to this Contract against poor material and faulty workmanship, other than as set forth hereafter in this Section 36, for a period of one (1) year. The warranty period for streets is two (2) years as specified in this Contract. The warranty period for underground utilities is one (1) year and shall commence following completion and acceptance by City Council. A minimum of 10% of the total security as specified above in the portion of Section 33 of this Contract shall be retained as warranty security calculated as follows. DEVELOPMENT WARRANTY LETTER OF CREDIT A. Sanitary Sewer $102,686.31 B. Watermain 50,980.80 C. Storm Sewer 110,440.20 D. Streets 118,000.00 E. Erosion & Sedimentation Control 5,760.00 TOTAL WARRANTY LETTER OF CREDIT $387,867.31 37. 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 18 IOS Otsego 226410v1 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. 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. 38. 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 19 IOS Otsego 226410v1 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. 39. 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 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 20 IOS Otsego 226410v1 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 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 21 IOS Otsego 226410v1 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 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. 22 IOS Otsego 226410v1 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 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 23 IOS Otsego 226410v1 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. 40. 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: C/O Best & Flanagan 60 South Sixth Street, Suite 2700, Minneapolis, MN 55402. 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. [The remainder of this page has been intentionally left blank. Signature pages follow.] 24 IOS Otsego 226410v1 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 ______________, 2023, 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 25 IOS Otsego 226410v1 DEVELOPER: MINNESOTA OTSEGO INDUSTRIAL PROPERTIES, LLC BY: ___________________________________________ Its STATE OF MINNESOTA ) )ss. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this ________ day of ______________, 2023, by __________________________________ the ____________________________________ of Minnesota Otsego Industrial Properties, 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 26 IOS Otsego 226410v1 EXHIBIT “A” TO DEVELOPMENT CONTRACT The North Half of the Northeast Quarter of Section 27, Township 121, Range 24, Wright County, Minnesota, EXCEPTING THEREFROM the East 208.70 feet of the South 208.70 feet of said North Half of the Northeast Quarter. (Abstract Property) 226410v1 [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 ______________________________ 1 CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO: 2023-42 APPROVING A DEVELOPMENT CONTRACT FOR IOS OTSEGO WHEREAS, Minnesota Otsego Industrial Properties LLC (the “developer”) is proposing platting of the IOS Otsego final plat; and WHEREAS, a final plat was approved by the City Council on 12 June 2023; and WHEREAS, Section 10-10-4.A of the Subdivision Ordinance and Section 11-9-7 of the Zoning 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 Minnesota Otsego Industrial Properties 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. ADOPTED by the City Council of the City of Otsego this 12th day of June, 2023. MOTION BY: SECONDED BY: IN FAVOR: OPPOSED: CITY OF OTSEGO __________________________________ Jessica L. Stockamp, Mayor ATTEST: __________________________________ Audra Etzel, City Clerk