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ITEM 7.2B Great River Centre 4th AdditionN._y CITY O OtSego F MINNESOTA DEPARTMENT INFORMATION Request for City Council Action ORGINATING DEPARTMENT: REQUESTOR: MEETING DATE: Legal Andy MacArthur, City Attorney May 9, 2016 PRESENTER(s): REVIEWED BY: ITEM #: City Attorney Lori Johnson, City Administrator 7.2B AGENDA ITEM DETAILS RECOMMENDATION: Staff recommends that the attached resolution be adopted releasing LOT 1, BLOCK 1 GREAT RIVER CETRE OF OTSEGO from certain previous Developers Agreements. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? No. No. BACKGROUND/JUSTIFICATION: The City recently entered into a Purchase Agreement with P&F Properties, Inc. for the sale of LOT 1, BLOCK 1. Prior to closing on the property the City has been asked by the Purchaser to release certain previous Developers Agreements that show up on title. These Agreements are no longer in affect and the Developer is now entering into a separate Developers Agreement with the City. SUPPORTING DOCUMENTS: x ATTACHED ❑ NONE Resolution Releasing Certain Property From Recorded Developers Agreements- Lot 1, Block 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION MOTION: (Please word motion as you would like it to appear in the minutes.) Motion to approve Resolution NO. 2016-46 Resolution Releasing Certain Property From Recorded Developers Agreements- Lot 1, Block 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION. BUDGET INFORMATION FUNDING: ACTION TAKEN BUDGETED: ❑ YES ❑ NO CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO.2016-46 RESOLUTION RELEASING CERTAIN PROPERTY FROM RECORDED DEVELOPERS AGREEMENTS- LOT 1, BLOCK 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION WHEREAS, the CITY OF OTSEGO owns certain property within the CITY OF OTSEGO described as follows: LOT 1, BLOCK 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION all according to the Plat on file and of record at the Office of the County Recorder, Wright County, Minnesota; and WHEREAS, THE CITY OF OTSEGO intends to sell LOT 1, BLOCK 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION to P&F PROPERTIES, INC.; and WHEREAS, the CITY OF OTSEGO entered into certain agreements with the previous owner APPELLO GROUP, LLC and 2IST CENTURY BANK as follows: DEVELOPMENT AGREEMENT GREAT RIVER CENTRE OF OTSEGO by and between APPELLO GROUP, LLC and the CITY OF OTSEGO dated May 16, 2006, filed June 15, 2006 as Document No. Al014006 and First Addendum dated October 29, 2007, filed January 9, 2009 as Document No. Al106268 and Second Addendum dated September 22, 2008, filed January 9, 2009 as Document No. Al 106287 at the Office of the County Recorder, Wright County, Minnesota, and AGREEMENT BETWEEN THE CITY OF OTSEGO and APPELLO GROUP, LLC RELATIVE TO ASSESSMENTS dated March 9, 2010, filed April 5, 20110 as Document No. Al 144338 and AGREEMENT BETWEEN THE CITY OF OTSEGO, APPELLO GROUP, LLC AND 21sT CENTURY BANK dated March 29, 2013, filed April 19, 2013 as Document No. A1234757 at the Office of the County Recorder, Wright County, Minnesota. WHEREAS, P&F PROPERTIES, INC. has requested release of LOT 1, BLOCK 1 from these various Agreements. NOW, THEREFORE it is hereby resolved by the City Council of the City of Otsego, Wright County, Minnesota as follows: The CITY OF OTSEGO hereby releases LOT 1, BLOCK 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION from the terms and conditions of the following Agreements: DEVELOPMENT AGREEMENT GREAT RIVER CENTRE OF OTSEGO by and between APPELLO GROUP, LLC and the CITY OF OTSEGO dated May 16, 2006, filed June 15, 2006 as Document No. Al014006 and First Addendum dated October 29, 2007, filed January 9, 2009 as Document No. Al 106268 and Second Addendum dated September 22, 2008, filed January 9, 2009 as Document No. Al 106287 at the Office of the County Recorder, Wright County, Minnesota, and AGREEMENT BETWEEN THE CITY OF OTSEGO and APPELLO GROUP, LLC RELATIVE TO ASSESSMENTS dated March 9, 2010, filed April 5, 20110 as Document No. A1144338 and AGREEMENT BETWEEN THE CITY OF OTSEGO, APPELLO GROUP, LLC AND 21 sT CENTURY BANK dated March 29, 2013, filed April 19, 2013 as Document No. A1234757 at the Office of the County Recorder, Wright County, Minnesota. 2. Release of the Agreements as set forth above is contingent upon transfer of LOT 1, BLOCK 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION from the CITY OF OTSEGO to P&F PROPERTIES, INC. APPROVED this 9th day of May, 2016 by the Otsego City Council. Motion to approve made by Council Member and seconded by Council Member IN FAVOR: OPPOSED: CITY OF OTSEGO Jessica Stockamp, Mayor Tami Loff, City Clerk 2 0 OtsTe F o MINNESOTA V DEPARTMENT INFORMATION Request for City Council Action ORIGINATING DEPARTMENT: REQUESTOR: MEETING DATE: Administration Adam Flaherty, Finance Director May 9, 2016 PRESENTER(s): REVIEWED BY: ITEM #: Adam Flaherty, Finance Director City Administrator Johnson 7.2C AGENDA ITEM DETAILS RECOMMENDATION: It is recommended by staff that the City Council adopt the attached resolution for the modification of special assessments related to the P&F Machining project at Great River Centre Fourth Addition. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? No No BACKGROUND/JUSTIFICATION: On February 22, 2016, the City Council adopted resolutions for the certification of special assessments for County Road 42 and Quaday Avenue Improvements. These special assessments are inter -mingled with many other aspects of the development project for P&F Machining, primarily the TIF District. At the time those assessments were certified, the expected life of the TIF District was estimated to be 7 years. Subsequently, the life of the TIF District has been extended to the full 9 years allowed by Statute. The Developer has requested that the installment terms of the County Road 42 and Quaday Avenue special assessments be modified to a 9 year amortization schedule to better match the life of the TIF District. The installment terms for the Water and Sewer Availability & Connections charges will remain unchanged. Amortization schedules have been attached to illustrate the effects of the requested change in the installment terms. SUPPORTING DOCUMENTS: ATTACHED NONE • Resolution 2016-47 & Exhibit A (Amortization Schedule) • Comparative Amortizations for 7 Year vs. 9 Year Installment Terms PCIGSIRI F MOTION Please word motion as you would like it to appear in the minutes. -Motion to approve Resolution 2016-47, Adopting modifications to previously adopted special assessments for Lot 1, Block 1, Great River Centre Fourth Addition. RIInGFT INFORMATION FUNDING: BUDGETED: N/A N/A ACTION TAKFN ❑ APPROVED AS REQUESTED ❑ DENIED ❑ TABLED ❑ OTHER (List changes) COMMENTS: CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO: 2016-47 RESOLUTION ADOPTING MODIFICATIONS TO PREVIOUSLY ADOPTED SPECIAL ASSESSMENTS FOR LOT 1, BLOCK 1, GREAT RIVER CENTRE FOURTH ADDITION WHEREAS, the City of Otsego is the Owner of the property legally identified as Lot 1, Block 1, Great River Centre Fourth Addition; and WHEREAS, the Otsego City Council previously adopted Resolution 2016-22 on February 22, 2016 outlining the re -assessment of costs in relation to improvements made to County Road 42; and WHEREAS, the Otsego City Council previously adopted Resolution 2016-23 on February 22, 2016 outlining the assessment of costs in relation to improvements for Quaday Avenue; and WHEREAS, the Otsego City Council would like to change the installment terms of the assessments adopted within the respective resolutions identified above; and WHEREAS, as Owner, the City of Otsego hereby petitions for and consents to the assessments set forth herein and waives any and all hearings, irregularities in procedure, and any all rights of appeal under Minnesota Statute 429.081, or any other statute or case law; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OTSEGO, NHNNESOTA: That the installment terms of the assessments adopted in Resolution 2016-22 be superseded by the new installment terms identified in No. 2 of this resolution. 2. That such assessment for County Road 42 Improvements against Lot 1, Block 1, Great River Centre Fourth Addition in the principal amount of $432,582.68 shall be payable in equal annual principal installments extending over a period of nine (9) years, the first of the installments to be payable on or before the first Monday in January 2018, and shall bear interest at the rate of 4.375% percent per annum. Said interest will commence on January 1, 2018. To each subsequent installment when due shall be added interest for one year on all unpaid assessments. 3. That the installment terms of the assessments adopted in Resolution 2016-23 for Lot 1, Block 1, Great River Centre, be superseded by the new installment terms identified in No. 4 of this resolution. 4. That such assessment for Quaday Avenue Improvements against Lot 1, Block 1, Great River Centre Fourth Addition in the principal amount of $163,485.45 shall be payable in equal annual principal installments extending over a period of nine (9) years, the first of the installments to be payable on or before the first Monday in January 2018, and shall bear interest at the rate of 3.25% percent per annum. Said interest will commence on January 1, 2018. To each subsequent installment when due shall be added interest for one year on all unpaid assessments. 5. That copies of said assessments are attached hereto as Exhibit A and made a part hereof, is hereby accepted and shall constitute the special assessment against the lands named therein, and each tract of land therein included in hereby found to be benefitted by the improvements in the amount of the assessment levied against it. 6. The owner of any property so assessed may, at any time prior to certifications of the assessment to the county auditor, pay the whole of the assessment on such property, with interest accrued to the date of payment, to the Otsego City Clerk, except that no interest shall be charged if the entire assessment is paid within 30 days from the adoption of this resolution; and the owner may, at any time thereafter, pay to the Otsego City Clerk the entire amount of the assessment remaining unpaid, with interest accrued to December 31 of the year in which such payment is made. Such payment must be made before November 15 or interest will be charged through December 31 of the next succeeding year. 7. The Otsego City Clerk shall forthwith transmit a certified duplicate of this assessment to the county auditor to be extended on the property tax lists of the county. Such assessments shall be collected and paid over in the same manner as other municipal taxes. ADOPTED by the Otsego City Council this 9th day of May, 2016. ATTEST: CITY OF OTSEGO Jessica Stockamp, Mayor Tami Loff, City Clerk MOTION made by Council Member and SECONDED by Council Member IN FAVOR: OPPOSED: 2 City of Otsego Special Assessments - Amortization Schedule Reassessment - Outstanding CR42 Improvements r Great River Centre - Fourth Addition l� Lot 1 Block 1 Payment Year Assessed Principal Interest Total Balance 2016 432,582.68 - - - 432,582.68 2017 - - - - 432,582.68 2018 - 48,064.74 18,925.49 66,990.23 384,517.94 2019 - 48,064.74 16,822.66 64,887.40 336,453.20 2020 - 48,064.74 14,719.83 62,784.57 288,388.46 2021 - 48,064.74 12,617.00 60,681.74 240,323.72 2022 - 48,064.74 10,514.16 58,578.90 192,258.98 2023 - 48,064.74 8,411.33 56,476.07 144,194.24 2024 - 48,064.74 6,308.50 54,373.24 96,129.50 2025 - 48,064.74 4,205.67 52,270.41 48,064.76 2026 - 48,064.76 2,102.83 50,167.59 0.00 Totals 432,582.68 94,627.47 527,210.15 City of Otsego Special Assessments - Amortization Schedule Assessment - Quaday Avenue Extension Great River Centre - Fourth Addition Lot 1 Block 1 Payment Year Assessed Principal Interest Total Balance 2016 163,485.45 - - - 163,485.45 2017 - - - - 163,485.45 2018 - 18,165.05 5,313.28 23,478.33 145,320.40 2019 - 18,165.05 4,722.91 22,887.96 127,155.35 2020 - 18,165.05 4,132.55 22,297.60 108,990.30 2021 - 18,165.05 3,542.18 21,707.23 90,825.25 2022 - 18,165.05 2,951.82 21,116.87 72,660.20 2023 - 18,165.05 2,361.46 20,526.51 54,495.15 2024 - 18,165.05 1,771.09 19,936.14 36,330.10 2025 - 18,165.05 1,180.73 19,345.78 18,165.05 2026 - 18,165.05 590.36 18,755.41 - Totals 163,485.45 26,566.38 190,051.83 City of Otsego Special Assessments - Amortization Schedule Reassessment - Outstanding CR42 Improvements Great River Centre - Fourth Addition Lot 1 Block 1 Payment Year Assessed Principal Interest Total Balance 2016 432,582.68 - - - 432,582.68 2017 - - - - 432,582.68 2018 - 61,797.53 18,925.49 80,723.02 370,785.15 2019 - 61,797.53 16,221.85 78,019.38 308,987.62 2020 - 61,797.53 13,518.21 75,315.74 247,190.09 2021 - 61,797.53 10,814.57 72,612.10 185,392.56 2022 - 61,797.53 8,110.92 69,908.45 123,595.03 2023 61,797.53 5,407.28 67,204.81 61,797.50 2024 - 61,797.50 2,703.64 64,501.14 - Totals 432,582.68 75,701.96 508,284.64 Payment Year Assessed Principal Interest Total Balance 2016 432,582.68 - - - 432,582.68 2017 - - - - 432,582.68 2018 - 48,064.74 18,925.49 66,990.23 384,517.94 2019 - 48,064.74 16,822.66 64,887.40 336,453.20 2020 - 48,064.74 14,719.83 62,784.57 288,388.46 2021 - 48,064.74 12,617.00 60,681.74 240,323.72 2022 - 48,064.74 10,514.16 58,578.90 192,258.98 2023 - 48,064.74 8,411.33 56,476.07 144,194.24 2024 - 48,064.74 6,308.50 54,373.24 96,129.50 2025 - 48,064.74 4,205.67 52,270.41 48,064.76 2026 - 48,064.76 2,102.83 50,167.59 0.00 Totals 432,582.68 94,627.47 527,210.15 City of Otsego Special Assessments - Amortization Schedule Assessment - Quaday Avenue Extension Great River Centre - Fourth Addition Lot 1 Block 1 Payment Year Assessed Principal Interest Total Balance 2016 163,485.45 - - - 163,485.45 2017 - - - - 163,485.45 2018 - 23,355.06 5,313.28 28,668.34 140,130.39 2019 - 23,355.06 4,554.24 27,909.30 116,775.33 2020 - 23,355.06 3,795.20 27,150.26 93,420.27 2021 - 23,355.06 3,036.16 26,391.22 70,065.21 2022 - 23,355.06 2,277.12 25,632.18 46,710.15 2023 23,355.06 1,518.08 24,873.14 23,355.09 2024 - 23,355.09 759.04 24,114.13 - Totals 163,485.45 21,253.12 184,738.57 Payment Year Assessed Principal Interest Total Balance 2016 163,485.45 - - - 163,485.45 2017 - - - - 163,485.45 2018 - 18,165.05 5,313.28 23,478.33 145,320.40 2019 - 18,165.05 4,722.91 22,887.96 127,155.35 2020 - 18,165.05 4,132.55 22,297.60 108,990.30 2021 - 18,165.05 3,542.18 21,707.23 90,825.25 2022 - 18,165.05 2,951.82 21,116.87 72,660.20 2023 - 18,165.05 2,361.46 20,526.51 54,495.15 2024 - 18,165.05 1,771.09 19,936.14 36,330.10 2025 - 18,165.05 1,180.73 19,345.78 18,165.05 2026 - 18,165.05 590.36 18,755.41 - Totals 163,485.45 26,566.38 190,051.83 OtCI�egoF MINNESOTA DEPARTMENT INFORMATION Request for City Council Action ORGINATING DEPARTMENT: REQUESTOR: MEETING DATE: Legal Andy MacArthur, City Attorney May 9, 2016 PRESENTER(s): REVIEWED BY: ITEM #: City Attorney Lori Johnson, City Administrator 7.2D AGENDA ITEM DETAILS RECOMMENDATION: Staff recommends that the attached resolutions be adopted approving the attached Developers Agreement between the City and P&F Properties, Inc. and approving sale of the property to P&F Properties, Inc. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes. No. BACKGROUNDMUSTIFICATION: The City recently entered into a Purchase Agreement with P&F Properties, Inc. for the sale of LOT 1, BLOCK 1. The City is currently looking at TIF assistance to that property. Prior to closing on the property the City needs to record the recently approved Plat with the County, enter into a development TIF agreement and enter into a specific Development Agreement for the Lot upon which P&F will construct their building. The Plat has been recorded at the County. The attached Developers Agreement is a fairly standard Agreement for a commercial building but it also references the concurrent construction of a portion of Quaday Avenue, the assessments that will be placed against the property, and construction and use of a retention pond which is partially located on the adjacent City owned Outlot A. The Agreement requires security to cover public improvements on the property, specifically the retention pond and water lines. The City has agreed to approve this Agreement prior to closing on the property. The Title Company is also requiring a Resolution from the City Council approving the sale of the property to P&F. SUPPORTING DOCUMENTS: x ATTACHED ❑ NONE • Resolution Approving Developers Agreement. • Developers Agreement. • Resolution Approving Sale of Property. MOTION: (Please word motion as you would like it to appear in the minutes. Motion to approve Resolution No. 2016-48 Approving Developers Agreement- Great River Centre of Otsego Fourth Addition- Lot 1, Block 1 and to approve Resolution No. 2016-49 Approving Sale of Real Property. BUDGET INFORMATION FUNDING: I BUDGETED: ❑ YES ❑ NO ACTION TAKEN CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO.2016-48 RESOLUTION APPROVING DEVELOPERS AGREEMENT- GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION- LOT 1, BLOCK 1 WHEREAS, P&F Properties, Inc. intends to construct a building upon LOT 1, BLOCK 1 of a previously approved Plat known as GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION; and WHEREAS, the approved work on the Lot requires construction of some public improvements and payment of City costs and fees; and WHEREAS, those obligations are contained and memorialized in the attached Developers Agreement; and WHEREAS, the Developers Agreement also sets forth the security required to assure satisfactory construction of public improvements and establishes the various remedies available to the City in the event that Developer breaches the terms and conditions of the Agreement. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Otsego, Wright County, Minnesota as follows; 1. The attached Developers Agreement between the City of Otsego and P&F Properties, Inc. is hereby approved. 2. The Mayor and City Clerk are hereby authorized to execute the Developers Agreement on behalf of the City of Otsego. ADOPTED this 9th day of May, 2016 by the City Council of Otsego. MOTION TO ADOPT the Resolution by Council Member and seconded by Council Member IN FAVOR: OPPOSED: CITY OF OTSEGO Jessica Stockamp, Mayor Tami Loff, City Cleric 2 CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO.2016-49 RESOLUTION AUTHORIZING SALE OF REAL PROPERTY WHEREAS, the CITY OF OTSEGO has acquired by way of tax forfeit and currently owns certain real estate described as follows: LOT 1, BLOCK 1, GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION according to the Plat on file and of record at the Office of the County Recorder, Wright County, Minnesota; and WHEREAS, THE CITY OF OTSEGO has entered into a Purchase Agreement with P&F PROPERTIES, INC. to sell it LOT 1, BLOCK 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION; and WHEREAS, pursuant to its Agreements with the CITY, P&F will construct a manufacturing facility on the property which will bring jobs and additional tax base to the City; and NOW, THEREFORE it is hereby resolved by the City Council of the City of Otsego, Wright County, Minnesota as follows: 1. The CITY COUNCIL of the CITY OF OTSEGO hereby authorizes the sale of LOT 1, BLOCK 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION to P&F PROPERTIES, INC. according to the terms and conditions of that Purchase Agreement between the Parties dated December 29, 2015 and amended May 9, 2016. 2. THE CITY OF OTSEGO hereby authorizes the Mayor, City Clerk, City Administrator and City Attorney to execute any and all documents necessary to complete the sale of the real property described above. APPROVED this 9th day of May, 2016 by the Otsego City Council. Motion to approve made by Council Member and seconded by Council Member IN FAVOR: OPPOSED: CITY OF OTSEGO Jessica Stockamp, Mayor Tami Loff, City Clerk 2 DEVELOPMENT AGREEMENT GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION- LOT 1, BLOCK 1 THIS AGREEMENT, entered into this day of May, 2016 by and between the CITY OF OTSEGO, a Minnesota municipal corporation ("CITY") and P&F Properties, Inc., a Minnesota corporation ("DEVELOPER") RECITALS WHEREAS, DEVELOPER has proposed construction of a building to be constructed on the following described property; LOT 1, BLOCK 1 GREAT RIVER CENTRE OF OTSEGO FOURTH ("LOT 1") ADDITION; and WHEREAS, DEVELOPER is the fee owner of the parcel of land described and newly consolidated as, which lot measures approximately 6.17 acres and is legally described as follows: LOT 1, BLOCK 1, GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION according to the Plat on file and of record with the Office of the County Recorder, Wright County, Minnesota. WHEREAS, LOT 1 is proposed for development of a manufacturing building, and other related improvements; and 1 WHEREAS, the Final Plat and an existing and the new building are subject to a Planned Unit Development District ("PUD") by Ordinance adopted by the City Council on March 13, 2006 and a PUD Development Stage Plan for great River Centre of Otsego approved on March 13, 2006; and WHEREAS, the PUD Development Stage Plan for Great River Centre of Otsego requires that the DEVELOPER enter into additional Development Agreements with the CITY as a condition of approval of individual developments; and WHEREAS, the building and improvements on LOT 1 shall be constructed, maintained and operated in accordance with the PUD and the Development Stage Plan for Great River Centre of Otsego and the terms and conditions contained herein; and NOW THEREFORE, in consideration of the promises and mutual promises hereinafter contained, it is agreed between the parties as follows: Development Plans. The Building shall be developed on LOT 1, in accordance with the plans the cover sheet of which is attached to this Agreement as Exhibit B dated January 20, 2016 and signed by the City Engineer on file and of record at CITY and herein fully incorporated herein by reference and the conditions stated below (hereinafter the "Building Development Plans"). If the Building Development Plans vary from the written terms of this Agreement, the Building Development Plans shall control. The building shall be substantially completed by April 1, 2017, unless construction is delayed by failure of CITY to timely complete the Quaday Avenue Project. 2. Municipal Improvements. The Building Development Plans include certain Municipal Improvements as set forth on the attached Exhibit C. 3. Private Improvements. The DEVELOPER of the Subject Property agrees that it shall cause to be constructed and installed certain private improvements ("Private Improvements") on the Subject Property. All Private Improvements are to be installed at DEVELOPER'S sole cost and expense pursuant to this Agreement and the private improvements to LOT 1, shall include those improvements shown on the Building Development Plans. DEVELOPER shall construct such Private Improvements in accordance with all applicable building codes, ordinances and CITY standards and 2 the Building Development Plans furnished to the CITY and approved by the City Engineer. The DEVELOPER shall obtain all necessary permits before construction of the Building. CITY shall provide adequate field inspection personnel to assure acceptable quality control, which will allow certification of the construction work. Within thirty (30) days after the completion of Building and before any security is released, the DEVELOPER shall supply the CITY with a complete set of reproducible "as built" plans and two (2) complete sets of blue line "as built" plans prepared in accordance with CITY standards. 4. Grading, Landscaping and Drainage. The DEVELOPER shall be responsible for grading, landscaping and storm water management on the Subject Property as more fully set forth in this Agreement and as for LOT 1 only the Building Development Plans and Landscaping Plan. A. Landscaping. DEVELOPER shall maintain the sod and landscape of boulevard areas adjacent to LOT 1 as shown in the Building Development Plans through at least one growing season and to the satisfaction of CITY. The long term maintenance of sod and landscaping of boulevard areas shall be the responsibility of DEVELOPER. Further, DEVELOPER shall be responsible for mowing, elimination of weeds and removal of any garbage or debris on LOT 1. B. Erosion Control. The erosion control plan for LOT 1 within the Building Development Plans has been reviewed and approved by CITY and shall be implemented by DEVELOPER prior to grading of LOT 1. All areas disturbed by the excavation and backfilling operations shall be reseeded forthwith after completion of work in that area. If DEVELOPER does not comply with the erosion control plan and schedule or any erosion control requirements, CITY may, after reasonable notice, take action as it deems appropriate in accordance with all applicable laws, ordinances or regulations or according to this Agreement. C. Grading Plan. Grading of LOT 1 shall be in accordance with the approved Grading Plan as provided in the Building Development Plans. 5. Pre -Construction Activity. DEVELOPER shall schedule a pre - construction meeting with CITY to review the proposed schedule for grading and construction of the building and related improvements as 3 set forth on the Building Development Plans, and to coordinate the schedule with the City Engineer. 6. Ownership of Improvements. Upon completion of the work and construction required by this Agreement, improvements lying within public easements on the Subject Property shall become CITY property without further notice or action. 7. Clean Up. DEVELOPER shall promptly clean any and all dirt and debris from streets resulting from construction work by DEVELOPER, its agents or assigns during the work and construction required by this Agreement. 8. Administrative Fee. A one-time fee for CITY administration of the development is $1,500.00. 9. Park and Trail Dedication. Park and Trail dedication requirements for GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION were satisfied with the Final Plat of GREAT RIVER CENTRE OF OTSEGO. 10. Storm Water Fees, and Storm Water Basin. No Storm Water Fees are applicable to the Final Plat. 11. Sewer Availability Charges. The Sewer Availability Charges for LOT 1 are as follows: 6.17 acres x 3.5 RECs per acre = 21.6 RECs at $2,200.00 per REC = $47,520.00. Sewer Availability Charges are to be assessed against LOT 1. 12. Sewer Connection Fees.. The sewer connection fees are as follows: 10.8 RECs at $6,932.00 per REC = $74,865.60. Sewer connection fees are to be assessed against LOT 1. 13. Water Availability Charges. The Water Availability Charges for the Plat are as follows: 6.17 acres x 3.5 RECs per acre-- 21.6 RECs at $1,566.00 per REC = $33,825.60. Water availability charges are to be assessed against LOT 1. 14. Water Connection Fees. The water connection fees are as follows: 10.8 RECs at $1,613 per REC = $17,420.40. Water connection fees are to be assessed against LOT 1. E 15. Street and Traffic Control Sign Fees. CITY shall, at its sole cost and expense purchase and install the street and traffic control signs as part of the Project. 16. CITY Engineering, Engineering Administration, Construction Observation, and Legal Fee Escrow and City Fees. DEVELOPER shall pay escrow for the CITY' S engineering, engineering administration and construction observation services of Municipal Improvements as set forth on Exhibit C, following execution of this agreement, in the estimated amount set forth below. 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 service estimated to be three percent (3%) of the estimated construction cost of the improvements to be inspected, assuming normal construction and project scheduling. 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 the Municipal Improvements and will be billed at hourly rates actually required for said inspection 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, CITY will notify DEVELOPER of anticipated cost overruns for engineering administration and observation services. The Escrow and Fee account shall include estimated escrow for City Engineering, Engineering Administration and Construction Observation limited to the Municipal Improvements expenses and Legal expenses, and fees for City Administrative, Street and Traffic Control Signs, Water and Sewer Availability Charges as follows: ESCROW AND FEES City Construction Administration and Inspection Escrow $5,918.00 (estimated 8% of $ $73,975, actual billings to be paid) Legal Fees (actual billings to be paid) $1,500.00 City Administration Fees (flat fee) $1,500.00 Street & traffic control sign Fees (0 at $250.00 per sign) $00.00 Sewer Availability Charge. To be assessed against property $00.00 Water Availability Charge. To be assessed against property $00.00 GIS Data Entry Fee TOTAL $250.00 $9,168.00 These Escrow and Fee amounts shall be submitted to CITY upon execution this Agreement by DEVELOPER and CITY. Any Escrow amounts not utilized for legal and engineering charges incurred by the City under this Agreement shall be returned to DEVELOPER when all improvements have been completed, all financial obligations to CITY satisfied, and all required "as -built " plans have been received by CITY. Engineering, planning and legal fees incurred prior to the execution of this Agreement shall be deducted from escrow already submitted with the Plat application or charged against the escrow herein established. All other amounts listed as one-time fees are non-refundable and available immediately for CITY use when posted. 17. Security. To ensure compliance with the terms of this Agreement, and construction of all Municipal Improvements, DEVELOPER shall furnish CITY with a cash escrow or Irrevocable Standby Letter of Credit in the amount of $185,644.00, said amount calculated as follows: Site Grading, Erosion Control & Wetland Protection Sanitary Sewer- Lateral Watermain- Lateral & Trunk Storm Sewer- Lateral Streets Engineering & Surveying Construction Services Landscaping $18,510.00 $00.00 $55,100.00 $18,875.00 $00.00 $7,930.00 $48,100.00 M SUBTOTAL $148,515.00 TOTAL SECURITY ($148,515.00 x 125%) $185,644.00 The issuer and form of the security (other than cash escrow) shall be subject to CITY approval, which approval shall not be unreasonably withheld, conditioned or delayed. The security shall be issued by a banking institution in good standing as determined by CITY and approved by the City Administrator. Upon a Default and after notice and opportunity to cure, CITY shall have the ability to draw on the Security by overnight courier delivery to the bank or branch bank issuing the Letter of Credit. The security shall be for a term ending April 1, 2017, or until the Project is substantially complete, but no longer than May 1, 2017, or said longer period if the delay or completion of the Project is as a result of the CITY's failure to complete the Quaday Project as defined in Paragraph 21 herein, and shall contain an automatic renewal provision. CITY may draw down the security for any violation of the terms of this Agreement after notice and opportunity to cure by DEVELOPER, or upon receiving notice of the pending expiration of the security. It shall be the responsibility of DEVELOPER to inform CITY at least thirty (30) days prior to expiration of the security of the impending expiration and the status of the Project relative to the security and this Agreement. If, for whatever reason, the security lapses prior to complete compliance with this Agreement (other than during any warranty period), DEVELOPER shall immediately provide CITY with either an extension of the security or an irrevocable letter of credit of the same amount upon notification of the expiration. If the required improvements are not completed at least thirty (30) days prior to the expiration of the security, CITY may also draw down the security. CITY may draw down the security for any violation of the terms of this Agreement (after any reasonable notice to DEVELOPER and cure periods). If the security is drawn down, the proceeds shall be used to cure any default. CITY will, upon making determination of final costs to cure any default, refund to the DEVELOPER any monies which CITY has in its possession which are in excess of the security needed. Upon receipt of proof satisfactory to CITY that work has been completed and financial obligations to CITY have been satisfied, the 7 security will be reduced from time to time down to the amount of warranty security as set forth in paragraph 18 of this Agreement. The security shall not be reduced below ten percent (10%) of the posted security until all improvements, except landscaping, have been completed, all financial obligations to CITY satisfied (which includes posting of warranty security), and required "as built" plans have been received by CITY. The intent of this Agreement that CITY shall have access to sufficient security, either security or warranty security, to complete the Project and insure warranty on all public improvements. The security amount shall be submitted to CITY prior to execution of the Agreement. 18. Warranty. DEVELOPER warrants all work required to be performed by it against poor material and faulty workmanship for a period of one (1) year after its completion and acceptance by CITY. The amount of posted security for public improvements to be posted by DEVELOPER shall be in the amount of $12,040.00. The amount has been determined by the City Engineer and is based upon the costs of the raw materials and labor which would be necessary to correct the most common deficiencies in the public improvements. 19. Assessments and Waiver. DEVELOPER shall take LOT 1 subject to the following listed assessments. DEVELOPER hereby waives any and all hearings and irregularities in procedure and any right of appeal under Minnesota Statute 429.081 or any other right of appeal. DEVELOPER agrees that the property is benefited in at least the amount of said assessments. a. DEVELOPER has petitioned for assessment of applicable Sewer and Water Availability Charges and Sewer and Water Connection Fees in the total amount of $173,631.60, to be assessed against the property for a period of seven (7) years at an interest rate of 3.25% per annum, payments commencing with real estate taxes, if any due and payable in 2017. b. DEVELOPER has petitioned for assessments related to the proposed Quaday Avenue in the total amount of $163,485.45, to be assessed against the property for a period of nine (9) years at an interest rate of 3.25% per annum, payments commencing with real estate taxes if any due and payable in 2018. A portion of this assessment amount ($13,485.45) shall be included in the approved TIF for this property, and shall be paid to DEVELOPER as part of the TIF so long as DEVELOPER is in compliance with the TIF Agreement. A deferred assessment with no interest of $154,211.00 shall be placed on Outlot A. In the event that DEVELOPER excercises its option or right of first refusal for a second lot it shall assume its proportionate share of this assessment. c. DEVELOPER shall assume assessments previously placed against the property and subsequently reassessed in the amount of $432,582.68, to be assessed against the property for a period of nine (9) years at an interest rate of 4.375% per annum, payments commencing with real estate taxes, if any due and payable in 2018. The total amount of the assessment shall be included in the approved TIF for this property, and shall be paid to DEVELOPER as part of the TIF so long as DEVELOPER is in compliance with the TIF Agreement. 20. City Construction of Extension of Quaday Avenue South from 85t" Street. In conjunction with and concurrently with DEVELOPER'S construction of the Project, CITY shall construct an extension of Quaday Avenue south from 851h Street to the southerly boundary of GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION, including sanitary sewer and water lines, all as shown on the Plans and Specifications provided to DEVELOPER. CITY shall commence construction in late Spring or early Summer of 2016, with the Quaday Avenue Project scheduled to be completed by October 1, 2016, subject to weather conditions, natural forces, the discovery of unexpected conditions or failures to perform by contractors. CITY and DEVELOPER shall coordinate construction activities on LOT 1 and CITY construction of the Quaday Project. 21. DEVELOPER Use of CITY Pond. As part of its Project, DEVELOPER shall construct a storm water retention pond on a portion of LOT 1 and extending onto the adjacent OUTLOT A, GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION currently owned by CITY. CITY hereby grants DEVELOPER a temporary easement over, under and across OUTLOT A and right of entry in order to construct the storm water retention pond. Any excess soils removed from the storm water retention pond area may be used by DEVELOPER as part of its Project. Further, CITY will grant to DEVELOPER a perpetual easement to discharge storm water into the storm water retention pond including the portion of the pond lying within OUTLOT A, so long as DEVELOPER complies with CITY, State and Federal ordinances, statutes, rules and regulations regarding such discharge. DEVELOPER shall have a continuing right to discharge into the storm M water retention pond whether or not OUTLOT A (or portions thereof) is owned by CITY or DEVELOPER in the future, all as provided in an easement to be executed prior to DEVELOPER's purchase of LOT L. 22. Responsibility for Costs. A. , DEVELOPER shall pay all costs incurred by it in conjunction with the development of LOT 1 and its Building, including, but not limited to legal, planning, engineering, and inspection expenses in connection with the development of LOT 1 and its Building. B. Except for gross negligence or willful and wanton acts of the CITY, DEVELOPER shall hold CITY and its officers, employees and agents harmless from claims made by itself and third parties for damages sustained or costs incurred resulting from DEVELOPER's acts or failures to act in connection with development of the Subject Property by DEVELOPER. DEVELOPER shall indemnify CITY and its officers, employees and agents for all costs, damages or expenses which CITY may pay or incur in consequence of such claims, including attorney's fees. C. The Prevailing Party shall reimburse the Non -Prevailing Party for costs incurred in the enforcement of this Agreement, including engineering fees, planning fees, attorney's fees, and costs and disbursements. D. DEVELOPER shall pay in full all bills submitted to it by CITY for obligations incurred under this Agreement and agreed to be paid by DEVELOPER under this Agreement within thirty (30) days after receipt. If the bills are not paid on time, and DEVELOPER does not reasonably dispute the payment of amount of such bill CITY may reimburse itself from existing Escrow or Security... Bills not paid within thirty (30) days shall accrue interest at the rate of twelve percent (12%) per year. 23. Miscellaneous. E. Third parties shall have no recourse against CITY under this Agreement. 10 F. If any portion, section, subsection, sentence, clause, paragraph or phrase of this Agreement is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Agreement. G. The action or inaction of CITY or DEVELOPER shall not constitute a waiver or amendment to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. CITY's or DEVELOPER's failure to promptly take legal action to enforce this Agreement shall not be a waiver or release. H. This Agreement shall run with the land, shall be recorded against the title to the Subject Property, and shall be binding on all parties having any right, title or interests in the Subject Property or any part thereof, their heirs, successors and assigns. I. Each right, power or remedy herein conferred upon CITY or DEVELOPER is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to CITY or DEVELOPER, 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 CITY or DEVELOPER and shall not be a waiver of the right to exercise at anytime thereafter any other right, power or remedy. J. DEVELOPER shall pay for all local costs, as defined in this Agreement, related to drainage improvements required to complete the construction of the Plat and building according to the Building Development Plans. Local costs are costs related to required internal drainage improvements such as retention ponds. K. Should construction of DEVELOPER'S Building or improvements to LOT 1proceed at a pace slower than anticipated, and for that reason, specific terms of this Agreement become onerous or unduly burdensome to DEVELOPER, upon DEVELOPER's application, CITY will enter into negotiations regarding those specific terms and shall not unreasonably withhold consent to appropriate changes in the terms of this Agreement. L. DEVELOPER shall demonstrate and maintain compliance with the 1991 Wetland Conservation Act. 11 M. DEVELOPER shall be responsible for all on site drainage for the Subject Property, as well as for any affects their actions may have on adjoining properties. 24. Violation of Agreement. If while the escrow or security provided in this Agreement is outstanding, a violation of any of the covenants or agreements herein contained occurs and such violation is not cured within thirty (30) days, or such longer period if DEVELOPER is in good faith and with all due diligence attempting to cure said default after written notice thereof from CITY to DEVELOPER, CITY may draw upon the DEVELOPER's escrow or security to cure any violation of the Agreement and to reimburse CITY for any costs incurred in curing the violation. 25. Maintain Public Property Damaged or Cluttered During Construction. DEVELOPER agrees to assume full financial responsibility for any damage which may occur to public property including, but not limited to , street, street sub -base, base, bituminous surface, curb, utility system including, but not limited to, watermain, sanitary sewer or storm sewer when said damage occurs as a result of construction activity which takes place during development of the Subject Property by DEVELOPER or its contractors, except for damage caused by CITY, its employees, agents or contractors. DEVELOPER further agrees to pay all reasonable costs required to repair the streets and/or utility systems damaged or cluttered with debris when occurring as a direct or indirect result of the Developer's construction that takes place on the Subject Property. In the event that DEVELOPER is required to maintain or repair such damage and fails to maintain or repair the damaged public property referred to aforesaid within thirty (30) days or such longer period if DEVELOPER is in good faith and with all due diligence attempting to cure said default, after written notice from CITY or such longer period as may reasonably necessary or in the event of an emergency as shorter time period as determined by CITY, CITY may, upon notifying DEVELOPER undertake making or causing it to be repaired or maintained. When CITY undertakes such repair, DEVELOPER shall reimburse CITY for all its reasonable expenses within thirty (30) of its billing to DEVELOPER. If DEVELOPER fails to pay said bill within thirty (30) days, the security shall be responsible for reimbursing CITY. 26. Non -Assignment Without Consent. The obligations of DEVELOPER under this Agreement may be assigned by DEVELOPER if the assignment is approved by CITY. However, DEVELOPER shall not be released from 12 its obligations under this Agreement without the express written consent of the City Council through Council resolution. 27. Subordination. This Agreement must be recorded against the Subject Property and all other liens, interests or mortgages shall be subordinate to the terms and conditions this Agreement and said Agreement shall not be subject to foreclosure by any other lien, interest or mortgage. 28. Notices. Required notices to DEVELOPER shall either hand delivered to DEVELOPER, it employees or agents, or mailed to DEVELOPER by registered mail or sent by overnight delivery at the following address: P&F Properties, Inc. 17171 113th Avenue North, Dayton, MN 55369. Notice to CITY shall be in writing and shall be either hand delivered to the City Clerk or Deputy City Clerk or mailed by registered mail or sent by overnight delivery at the following address: City of Otsego, City Hall, 13400 90th Street NE, Otsego, MN 55330, Attention: City Clerk. 29. Agreement Effect. This Agreement shall be binding and extend to the respective representatives, heirs, successors and assigns of the parties hereto. 30. Amendment. This Agreement shall be amended only by addendum executed by both parties to this Agreement. 13 IN WITNESS WHEREOF, DEVELOPER and CITY have executed this Agreement as of the day and year above first written. CITY OF OTSEGO, A municipal corporation Jessica Stockamp, Mayor Tami Loff, City Clerk P&F PROPERTIES, INC A Minnesota corporation By: Its 14 STATE OF MINNESOTA ) ) ss. COUNTY OF WRIGHT ) On this day of May, 2016 before me personally appeared Jessica Stockamp and Tami Loff to me known as the persons described in the foregoing instrument and who did say they are, respectively, the Mayor and City Clerk of the municipal corporation named therein and that said instrument was signed on behalf of said municipal corporation by authority of its City Council and said Jessica Stockamp and Tami Loff acknowledged said instrument to be the free act and deed of said municipal corporation. NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF WRIGHT ) On this day of May, 2016, before me personally appeared to me known as the person described in the foregoing instrument and who did say he is the of P&F Properties, Inc and that said instrument was signed on behalf of P&F Properties, Inc. with authority and on behalf of the corporation and said instrument to be the free act and deed of said entity. NOTARY PUBLIC DRAFTED BY: MACARTHUR LAW OFFICE 3601 Thurston Avenue North Suite 103 Anoka, MN 55303 763-231-5850 acknowledged said 15 EXHIBIT A LEGAL DESCRIPTION OF THE SUBJECT PROPERTY LOT 1, BLOCK 1, GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION according to the recorded plat thereof, Wright County, Minnesota. 16 EXHIBIT B DEVELOPMENT PLANS FOR THE SUBJECT PROPERTY Development Plans for LOT 1, BLOCK 1, GREAT RIVER CENTRE OF OTSEGO FOURTH ADDITION by Loucks Associates dated January 20, 2016 and approved by CITY April 4, 2016 cover sheet attached. 17 EXHIBIT C- MUNICIPAL IMPROVEMENTS Watermain. 18