RES 2024-34 Approving a Site Improvement Performance Agreement Les Schwab Tire CenterCITY OF OTSEGO
COUNTY OF WRIGHT
STATE OF MINNESOTA
RESOLUTION NO: 2024-34
APPROVING A SITE IMPROVEMENT PERFORMANCE AGREEMENT
LES SCHWAB TIRE CENTER
WHEREAS, Les Schwab Tire Center is proposing development of Lot 1, Blocl< 27, Parrish Meadows; and
WHEREAS, zoning applications for the development were approved on 8 April 2024 by the City Council; and
WHEREAS, Section 11-9-4 of the Zoning Ordinance requires the developer to enter into a Site Improvement Performance
Agreement 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 agreement;
and
WHEREAS, those obligations are outlined and memorialized in the attached Site Improvement Performance Agreement,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA:
1, The Development Contract attached hereto between the City of Otsego and Java Otsego Retail 2.0 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 Site Improvement Performance Agreement on
behalf of the City of Otsego.
(The remainder of this page intentionally left blank)
(1
ADOPTED by the Otsego City Council this 8th day of April, 2024.
MOTION BY: Goede
SECONDED BY: Dunlap
IN FAVOR:Stockamp, Dunlap, Goede, and Moores
OPPOSED: none
CITY OF OTSEGO
ATTEST:
Audra Etzel, City Clerk
2
(rese�^��ed for recording inforinntion)
SITE IMPROVEMENT PERFORMANCE
AGREEMENT
(LOT 1, BL0CK271 PA RRISH MEAD 0 WS)
THIS SITE IMPROVEMENT PERFORMANCE AGREEMENT ("Agreement") dated
2024, by and between the CITY OF OTSEGO, a Minnesota municipal
corporation ("City") and JAVA OTSEGO RETAIL 2.0 LLC, a Minnesota limited liability company (the
"Developer").
1. BACKGROUND.
A. The Developer has submitted to the City a site plan and conditional use permit
application for property in the City of Otsego, Minnesota, legally described as Lot 1, Block 27, Parrish
Meadows, Wright County, Minnesota according to the recorded plat thereof (hereinafter referred to
as the "Subject Property").
B. The development of the above described property includes the construction of a
minor auto repair and service facility located between Parrish Avenue (CSAH 42) to the east, Parkview
Avenue to the West, and 871h Street to the South.
2. CONDITIONS OF APPROVAL. This Agreement is a condition of City site plan approval
and will be recorded against the Subject Property,
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230545v1 Lot 1, Block 27, Parrish Meadows
3. PLANS. The Subject Property shall be developed in accordance with the following plans
which are on file with the City. The plans shall not be attached to this Agreement. If the plans vary from
the written terms of this Agreement, the written terms shall control. The plans are:
Plan A —Site Plan
Plan B —Grading and Drainage and Erosion Control Plan
Plan C —Plans and Specifications for Public Improvements
Plan D —Utility Plan
Plan E —Landscape Plan
Plan F —New Building Floor Plan
Plan G —New Building Elevations Plan
Plan H —Lighting Photometric Plan
No work can occur outside of the areas indicated on the plans without modifying this
Agreement or obtaining a separate grading permit.
4. IMPROVEMENTS. The Developer shall install and pay for the following:
A. Sanitary Sewer System
B. Water System
C. Storm Sewer System
D. Concrete Curb and Gutter
E. Site Grading, Stormwater Treatment/Infiltration Basins, and Erosion Control
F. Underground Utilities
G. Setting of Iron Monuments
H. Surveying and Staking
I. Sidewalks
J. Retaining Walls
K. Landscaping
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230545v 1 Lot 1, Block 27, Parrish Meadows
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
speccations 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 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 apre-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
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.
5. 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 twenty five percent (25%) ownership interest or in which they are an officer
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230545v1 Lot 1, Block 27, Parrish Meadows
or director may not act as contractors or subcontractors for the public improvements identified in
Paragraph 8 above.
6. 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
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
7. 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.
8. TIME OF PERFORMANCE. The Developer shall install all required public improvements
by December 31, 2024.
9. 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 final wear course installation, 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 snow plowing and shall pay all costs associated with snow plowing.
Any plowing undertaken by the City shall not constitute City acceptance or evidence of acceptance of the
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230545v1 Lot 1, Block 27, Parrish Meadows
streets) in question. Upon final completion of streets and acceptance by the City, the Developer shall
guarantee to the City for a period of one (1) year the street has been constructed to City standards. The
warranty period shall not commence until such time as street construction is completed and the streets are
accepted as City streets by the City. The one (1) year warranty period set forth above commences upon the
date on which the City accepts the streets by resolution.
Streets indicates any work within the public right of way that touches or impacts City streets.
Developer agrees to provide proper temporary traffic control signage and maintain traffic on Parrish
Avenue and 87th Street NE during construction of entrances and sidewalks associated with the
Development. Developer shall complete all necessary street patching and curbing replacement prior to
June 30, 2024. If Developer fails to complete all necessary street patching and curbing replacement prior to
June 30, 2024, the City shall have the ability to draw on the security provided by the Developer to complete
this work.
10. 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.
11. EROSION CONTROL. Prior to initiating site grading, the erosion control plan, Plan B, shall
be implemented by the Developer and inspected and approved by the City. The City may impose
additional erosion control requirements if they would be beneficial. All areas disturbed by the grading
operations shall be stabilized per the MPCA Stormwater Permit for Construction Activity. Seed shall be in
accordance with the City's current seeding specification which may include temporary seed to provide
ground cover as rapidly as possible. All seeded areas shall be fertilized, mulched, and disc anchored as
necessary for seed retention. The parties recognize that time is of the essence in controlling erosion. If
the Developer does not comply with the MPCA Stormwater Permit for Construction Activity or with the
erosion control plan and schedule or supplementary instructions received from the City, the City may take
such action as it deems appropriate to control erosion. The City will endeavor to notify the Developer in
advance of any proposed action, but failure of the City to do so will not affect the Developer's and City's
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230545v1 Lot 1, Block 27, Parrish Meadows
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 certificate of occupancy will be issued
unless the plat is in full compliance with the approved erosion control plan.
12. 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 the certificate of occupancy ,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 building pads,
and all other items listed in City Code.
The Developer shall post a security for site grading, erosion and sediment control, and wetland
protection in the amount of $6,780.00 which is due upon execution of this Site Improvement Performance
Agreement calculated as follows:
2.26ac. x $3,000/ac.
13. 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.
14. 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.
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230545v1 Lot 1, Block 27, Parrish Meadows
15. LATERAL AND TRUNK WATERMAIN. 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 building permit based on the
fee schedule in effect at the time of application for the building permit.
The Developer shall post a security for lateral and trunk watermain in the amount of $21,844.00
which is due upon execution of this Site Improvement Performance Agreement.
16. 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.
17. LANDSCAPING. Landscaping shall be installed in accordance with the approved
landscape plan. The Developer shall post a $10,722.00 landscaping security upon execution of this Site
Improvement Performance Agreement to ensure that the landscaping is installed in accordance with the
approved plan.
The Developer shall install an in -ground irrigation system for all yards and planting areas within Lot
1, Block 1, in compliance with Section 5-2-3.C.2 of the City Code.
18. SPECIAL PROVISIONS. The following special provisions shall apply to this Agreement:
A. Implementation of the conditions listed in the Findings of Fact and Decision approved by the
City Council on April 8, 2024.
B. All grading, drainage and erosion control plans shall be subject to review and approval by the
City Engineer.
C. All utility plans shall be subject to review and approval of the City Engineer.
D. The Developer shall pay Utility Availability Charges for the lot concurrent with approval of the
PUD Development Stage Plan and execution of the Site Improvement Performance
Agreement.
E. The Developer shall pay applicable Utility Connection Charges for the proposed use at the time
a building permit is issued.
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230545v1 Lot 1, Block 27, Parrish Meadows
F. The subject site shall be developed in accordance with the site and building plans submitted to
the City subject to the stipulations, limitations, and conditions as approved by the City Council
in accordance with Section 11-9-4 of the Zoning Ordinance.
G. The Developer shall install afive-foot wide concrete sidewalk with curb and gutter to access
871h Street.
H. Operations:
(1.) Hours of operation shall be between 7:00 AM to 10:00 PM.
(2.) All repair activities shall be conducted within the principal building and overhead doors
to the service bays shall be closed at all times, except when moving vehicles in and out.
(3.) Storage of all flammable materials, including liquids and rags shall conform with the
applicable provisions of the Minnesota State Fire Code.
(4.) All vehicles shall be stored completely inside the principal building or parked in stalls
designated for vehicle drop off to the north and west of the building between the hours
of 10:00 PM and 7:00 AM; there shall be no other outdoor parking upon the subject site
between these hours.
I. Construction specifications for the off-street parking are subject to review and approval of the
City Engineer.
J. The Developer shall submit an exterior lighting plan including photometric measurements of
light intensity and indicating the type, location, and height of all exterior light fixtures compliant
with Section 10-16-10 of the Zoning Ordinance prior to approval of a building permit, subject to
review and approval of the Zoning Administrator.
K. Architectural details of the waste container enclosure shall comply with the requirements of
Section 11-18-4.c of the Zoning Ordinance, subject to review and approval of the Zoning
Administrator.
L. All signs shall comply with Section 11-37-5. C of the Zoning Ordinance and require issuance of
a sign permit approved by the Zoning Administrator prior to installation.
230545v1 Lot 1, Block 27, Parrish Meadows
19M CONSTRUCTION ADMINISTRATION AND FEES FOR CITY SERVICES. The Developer
shall pay a fee for consulting engineering administration following approval of the Plat. City engineering
administration will include consultation with Developer and its engineer on status or problems regarding the
project, monitoring during the warranty period, general administration and processing of requests for reduction
in security. Fees for this service shall be the actual amount billed for those services, which are estimated to
be three percent (3%) of the estimated construction cost of the Improvements to be inspected, assuming
normal construction and project scheduling. The Developer shall pay for construction observation performed
by the City Engineer. Construction observation shall include part or full time observation, as determined by
the City Engineer, of proposed street, sanitary sewer, water and storm drainage construction and will be billed
on hourly rates actually required for said inspection, which are estimated to be five percent (5%) of the
estimated construction cost of the Improvements to be inspected. In the event of prolonged construction or
unusual problems, the City will notify the Developer of anticipated cost overruns for engineering administration
and observation services. Any amounts for engineering administration not utilized from this escrow fund shall
be returned to the Developer when all improvements have been completed, all financial obligations to the City
satisfied, and the required "as constructed" plans have been received by the City.
The escrow and fee account shall also include estimated fees for Legal expenses actually
incurred (with any excess funds, ifreturned to Developer as indicated in this Contract), City
Administrative Fee to 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.
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230545v1 Lot I, Block 27, Parrish Meadows
All other amounts listed as flat fees are non-refundable and available immediately for City use
when posted.
20. 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 percent (125%) 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
percent (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 percent (10%) which is
the amount of the warranty security. For purposes of this Section, the warranty period shall be a twelve (12)
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230545v1 Lot 1, Block 27, Parrish Meadows
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 %J 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.
21. SUMMARY OF SECURITY REQUIREMENTS
above is calculated as follows:
CONSTRUCTION COSTS:
A. Watermain —Lateral and Trunk
B. Streets
C. Sidewalk and Trail
CONSTRUCTION SUB -TOTAL
OTHER COSTS:
an]
The amount of the security described
Grading, Erosion &Sediment Control
Engineering & Surveying Construction Services (6.5%)
C. Landscaping
OTHER COSTS SUB -TOTAL
TOTAL —SUBTOTAL
TOTAL IRREVOCABLE LETTER OF CREDIT
FOR SECURITY (125% OF SUBTOTAL)
ESCROW
$21, 844.00
5,000.00
12 650.00
$39,494.00
$6,780.00
2,567011
10,722.00
$20,069.11
A. City Legal Expenses ($1,500 Minimum))
B. City Construction Administration &Utility &Street Inspection
($10,000.00 Minimum)
C. GIS Data Entry Fee
ESCROW TOTAL
This breakdown is not a restriction on the use of the security.
$59,563.11
$74,453.89
$1,500.00
10, 000.00
250.00
$11,750.00
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230545v1 Lot 1, Block 27, Parrish Meadows
22. 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 executing
this Contract:
A. City Administrative ($1,500.00 Minimum) $11500.00
TOTAL CASH REQUIREMENTS $1,500.00
23. 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 23, 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 two (2) years 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 21 of this Contract shall be retained as warranty security calculated as follows.
WARRANTY RETAINAGE
A. Watermain
B. Streets
$3,276.60
750.00
C. Erosion &Sedimentation Control 339.00
TOTAL WARRANTY RETAINAGE FROM LETTER OF CREDIT $4,365.60
The Developer is not required to post this amount separately but rather this amount shall be retained
for warranty purposes from the total security posted according to Section 22 of this Contract until warranty
obligations are satisfied.
24. ACKNOWLEDGEMENT. The Developer acknowledges that approval of installation of the
Improvements does not constitute a guarantee by the City of any future subdivision approvals and that the
Developer performs the work on the Subject Property at its own risk.
25. RESPONSIBILITY FOR COSTS.
A. The Developer shall pay all costs incurred by it or the City in conjunction with the
development of the Subject Property, including but not limited to legal, planning, engineering and
inspection expenses incurred in connection with approval of the site plan, the preparation of this
Agreement, review of any other plans and documents.
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230545v1 Lot 1, Block 27, Parrish Meadows
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 site
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. Notwithstanding anything contained within this Section 21(B), Developer
shall not be obligated to indemnify or defend the City from and against claims based on any negligence or
willful misconduct by the City, its employees, agents or contractors, or the failure of the City to act in
accordance with City ordinances and other applicable laws.
C. The Developer shall reimburse the City for costs incurred in the enforcement of this
Agreement, including engineering and attorneys' fees.
D. The Developer shall pay in full all bills submitted to it by the City for obligations
incurred under this Agreement within thirty (30) days after receipt. Bills not paid within thirty (30) days
shall accrue interest at the rate of eight percent (8%) per year.
26. MISCELLANEOUS.
A. The Developer represents to the City that the Development complies with all city, county, state,
and federal laws and regulations, including but not limited to: subdivision ordinances, zoning
orA;nances, and environmental regulations. If the City determines that the Development does not
compIy, the City may, at its option, refuse to allow construction or development work 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.
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230545v1 Lot 1, Block 27, Parrish Meadows
E
F
Grading, curbing, and one lift of asphalt shall be installed on all public and private streets prior to
issuance of any building permits,
If building permits are issued prior to the acceptance of public improvements, the Developer
assumes all liability and costs resulting in delays in completion of public improvements and
damage to public improvements caused by the City, Developer, its contractors subcontractors,
material men, employees, agents, or third parties. No sewer and water connections or
inspections may be conducted and no one may occupy a building for which a building permit is
issued on either a temporary or permanent basis until the streets needed for access have been
paved with a bituminous surface and the utilities are accepted by the City Engineer.
G. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of
this Contract. To be binding, amendments or waivers shall be in writing, signed by the parties
and approved by written resolution of the City Council. The City's failure to promptly take legal
action to enforce this Contract shall not be a waiver or release.
H. This Contract shall run with the land and may be recorded against the title to the property. In the
event this Contract is recorded, upon request by Developer, the City covenants to provide a
recordable Certificate of Completion within a reasonable period of time following the request,
upon the completion of the work and responsibilities required herein, payment of all costs and
fees required and compliance with all terms of the Contract. A release of this Contract may be
provided in the same manner and subject to the same conditions as a Certificate of Completion
provided there are no outstanding or ongoing obligations of Developer under the terms of this
Contract. The Developer covenants with the City, its successors and assigns, that the Developer
is well seized in fee title of the property 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; and that the Developer will indemnify and hold the City
harmless for any breach of the foregoing covenants.
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230545v1 Lot 1, Block 27, Parrish Meadows
I. Insurance. Prior to execution of this agreement, 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 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
damageI bodily and personal injury which may arise from operations under this Contract,
whether such operations are by Developer and its general contractor or anyone directly or
indirectly employed by either of them. The minimum amounts of insurance shall be as follows:
Commercial General Liability (or in combination with an umbrella policy)
$2,000,000 Each Occurrence
$2,000,000 Products/Completed Operations Aggregate
$2,000,000 Annual Aggregate
The following coverages shall be included:
Premises and Operations Bodily Injury and Property Damage
Personal and Advertising Injury
Blanket Contractual Liability
Products and Completed Operations Liability
Automobile Liability
$2,000,000 Combined Single Limit —Bodily Injury &Property Damage
Including Owned, Hired & Non -Owned Automobiles
Workers Compensation
Workers' Compensation insurance in accordance with the statutory requirements of the
State of Minnesota, including Employer's Liability with minimum limits are as follows;
• $500, 000 — Bodily Injury by Disease per employee
• $500, 000 — Bodily Injury by Disease aggregate
• $500, 000 — Bodily Injury by Accident
The Developer's and general contractor's insurance must be "Primary and Non -Contributory"
All insurance policies (or riders) required by this Contract shall be (i) taken out by and
maintained with responsible insurance companies organized under the laws of one of the
states of the United States and qualified to do business in the State of Minnesota, (ii) shall
name the City, its employees and agents as additional insureds (C(3L and umbrella only) by
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230545v1 Lot 1, Block 27, Parrish Meadows
endorsement which shall be filed with the City. A copy of the endorsement must be submitted
with the certificate of insurance.
Developer's and general contractor's policies and Certificate of Insurance shall contain a
provision that coverage afforded under the policies shall not be cancelled without at least thirty
(30) days' advanced written notice to the City, or ten (10) days' notice for non-payment of
premium.
An Umbrella or Excess Liability insurance policy may be used to supplement Developer's or
general contractor's policy limits on a follow -form basis to satisfy the full policy limits required
by this Contract.
J. Indemnification. To the fullest extent permitted by law, Developer agrees to defend, indemnify
and hold harmless the City, and its employees, officials, and agents from and against all
claims, actions, damages, losses and expenses, including reasonable attorney fees, arising out
of Developer's negligence or its performance or failure to perform its obligations under this
Contract. Developer's indemnification obligation shall apply to Developer's general contractor,
subcontractor(s), or anyone directly or indirectly employed or hired by Developer, or anyone for
whose acts Developer may be liable. Developer agrees this indemnity obligation shall survive
the completion or termination of this Contract.
K. Each right, power or remedy herein conferred upon the City is cumulative and in addition to every
other right, power or remedy, express or implied, now or hereafter arising, available to City, at law
or in equity, or under any other agreement, and each and every right, power and remedy herein
set forth or otherwise so existing may be exercised from time to time as often and in such order
as may be deemed expedient by the City and shall not be a waiver of the right to exercise at any
time thereafter any other right, power or remedy.
L. The Developer may not assign this Contract without the written permission of the City Council.
The Developer's obligation hereunder shall continue in full force and effect even if the Developer
230545v 1 Lot 1, Block 27, Parrish Meadows
sells the land, or any part of it, until the City's issuance of a Certificate of Completion and
Release.
M. Retaining walls that require a building permit shall be constructed in accordance id 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.
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 ten (10)
days in advance. This Agreement 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 Subject Property. 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. 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 all at the
17
230545v1 Lot 1, Block 27, Parrish Meadows
following address: 879 Scheffer Avenue, St. Paul, Minnesota 55102, 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.
[Remainder of page is intentionally left blank.
Signature pages follow.]
fF:3
230545v1 Lot 1, Block 27, Parrish Meadows
CITY OF OTSEGO
BY:
(SEAL)
AND
STATE OF MINNESOTA )
)ss.
COUNTY OF WRIGHT )
Jessica L. Stockamp, Mayor
Audra Etzel, City Clerk
The foregoing instrument was acknowledged before me this day of ,
2024, 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
230545v 1 Lot 1, Block 27, Parrish Meadows
STATE OF MINNESOTA
)ss.
COUNTY OF
DEVELOPER:
JAVA OTSEGO RETAIL 2.0 LLC
By:
The foregoing instrument was acknowledged before me this day of ,
2024, by the of
JAVA OTSEGO RETAIL 2.0 LLC, a Minnesota limited liability company, on behalf of said entity.
NOTARY PUBLIC
DRAFTED BY:
CAMPBELL, KNUTSON
Professional Association
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: 651-452-5000
DSK/smt
20
230545v1 Lot 1, Block 27, Parrish Meadows
FEE OWNER CONSENT
TO
SITE IMPROVEMENT PERFORMANCE AGREEMENT
TAMARACK LAND —PARRISH MEADOWS, LLC, a Minnesota limited liability company, fee
owner of all or part of the property, the development of which is governed by the foregoing Site
Improvement Performance Agreement, affirms and consents to the provisions thereof and agrees to be
bound by the provisions as the same may apply to that portion of the property owned by it.
Dated this day of , 2024.
STATE OF MINNESOTA
)ss.
Cdil�l��i'L�7
FEE OWNER:
TAMARACK LAND — PARRISH MEADOWS, LLC
By:
Its:
The foregoing instrument was acknowledged before
by the
TAMARACK LAND — PARRISH MEADOWS, LLC, a Minnesota limited liability company, on
entity.
_ [Print
Name]
[Title]
DRAFTED BY:
CAMPBELL, KNUTSON
Professional Association
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: 651452-5000
DSK/smt
me this day of
NOTARY PUBLIC
2024,
of
behalf of said
21
230545v1 Lot 1, Block 27, Parrish Meadows
[BANK LETTERHEAD]
IRREVOCABLE LETTER OF CREDIT
TO: City of Otsego
City Hall
13400 90th Street NE
Otsego, Minnesota 55330
Dear Sir or Madam:
No. _
Date:
We hereby issue, for the account of (Name of Developer) and in your favor, our Irrevocable
Letter of Credit in the amount of $ available to you by your draft drawn on sight on the
undersigned bank.
The draft must:
a) Bear the clause, "Drawn under Letter of Credit No. ,dated , 2 ,
of (Name of Bank) ";
b) Be signed by the City Administrator or Finance Director of the City of Otsego.
c) Be presented for payment at (Address of Bank) , on or before 4:00 p.m. on November 30,
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
22
230545v1 Lot 1, Block 27, Parrish Meadows