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ITEM 4.2A Nystrom & AssociatesI 'P CITY O 0tSe �`zo MINNESOTA V DEPARTMENT INFORMATION Request for City Council Action ORIGINATING DEPARTMENT: REQUESTOR: MEETING DATE: Planning City Planner Licht 22 August 2016 PRESENTER(s): REVIEWED BY: ITEM #: City Planner Licht City Administrator Johnson 4.2 — Nystrom & Associates AGENDA ITEM DETAILS RECOMMENDATION: City staff recommends approval of applications for development of an office building for Nystrom & Associates Limited within Waterfront East and approval of a development agreement. ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED? Yes. Held by Planning Commission 15 August 2016. BAC KG RO U N D/J U ST I F I CATION: Nystrom & Associates, LTD has acquired Outlot B, Waterfront East 3rd Addition and is proposing to build a 27,892 square foot office building. The subject site is located at the northeast quadrant of TH 101 and 90th Street. The proposed development requires consideration of applications for PUD Development Stage Plan, preliminary plat, and final plat. The Planning Commission held a public hearing to consider the applications on 15 August 2016. There were no public comments. The Planning Commission made a couple comments regarding access and circulation within the parking area, which the applicant indicated they would take under advisement. The public hearing was closed and the Planning Commission voted 7-0 to recommend approval subject as outlined in the attached findings of fact. SUPPORTING DOCUMENTS: ❑ ATTACHED ❑ NONE A. Planning Report dated 9 August 2016 B. Engineering Review dated August 12, 2016 C. Findings of Fact D. Resolution 2016-71 approving a development agreement E. Development agreement POSSIBLE MOTION Please word motion as you would like it to appear in the minutes. Motion to approve a PUD Development Stage Plan, Preliminary Plat, and final plat for Nystrom & Associates, LTD subject to the conditions outlined in the findings of fact and decision dated August 16, 2016 and adopt Resolution 2016-71 approving a development agreement. BUDGET INFORMATION FUNDING: BUDGETED: ❑ YES NA ❑ NO ACTION TAKEN ❑ APPROVED AS REQUESTED ❑ DENIED ❑ TABLED ❑ OTHER (List changes) COMMENTS: TPC3601 Thurston Avenue N, Suite 100 Anoka, MN 55303 Phone;763.231.5840 Facsimile: 763.427.0520 TPCgPlanningCo.com PLANNING REPORT TO: Otsego Planning Commission FROM: D. Daniel Licht, AICP RE: Otsego — Nystrom & Associates, LTD REPORT DATE: 9 August 2016 ACTION DATE: 17 September 2016 TPC FILE: 101.02 BACKGROUND Nystrom & Associates, LTD has acquired Outlot B, Waterfront East 3rd Addition and is proposing to build a 27,892 square foot office building. The subject site is located at the northeast quadrant of TH 101 and 901h Street. The proposed development requires consideration of applications for PUD Development Stage Plan, preliminary plat, and final plat. A public hearing to consider the applications has been noticed for the Planning Commission meeting on 18 August 2016 at 7:OOPM. Exhibits: A. Site Location B. Development plans dated 7-21-2016 (15 sheets) ANALYSIS Comprehensive Plan. The Comprehensive Plan guides the subject site for commercial uses based on proximity to the TH 101/CSAH 39 interchange and visibility from TH 101. The TH 101/CSAH 39 area is to be the City's primary commercial location with a wide range of retail, service, and office uses serving local residents and surrounding communities. The proposed medical use and office building is consistent with the land uses guided by the Comprehensive Plan for the subject site. PUD District. The subject site is zoned PUD, Planned Unit Development District in accordance with the ordinance adopted by the City Council on 10 November 2003 and PUD Development Stage Plan for Otsego Waterfront East approved on 10 June 2004. This area was planned as part of the PUD Development Stage Plan to be developed as four separate lots with restaurant uses based on visibility from TH 101. The proposed development modifies the original development plan with construction of a two story office building. Uses within the PUD District are allowed as provided for within the B-3, General Business District and office uses are a permitted use. Surrounding Uses. The subject site is surrounded by existing and planned land uses shown in the table below. The proposed office use will be compatible with the land uses planned or allowed as part of the PUD District. Direction Land Use Plan Zoning Map Existing Use North Commercial PUD District Undeveloped East Commercial PUD District Undeveloped Office/Restaurant South Commercial PUD District Undeveloped West Commercial PUD District TH 101 Otsego Waterfront Building Design. The proposed building is a two story structure with a contemporary modern design. The exterior materials include a precast concrete panel base with engineered lap siding in two colors. The entry way for the proposed building is emphasized by a cultured ledgestone material that extends eight feet above the rest of the building. The exterior materials used for all four elevations of the building are appropriate for the design of the building and comply with the requirements of Section 20-17-4 of the Zoning Ordinance. Lot Requirements. There are no minimum lot area or lot width requirements established by the PUD District. Setbacks required by the PUD District are outlined in the table below. Principal Building Parking Quantrelle Ave. Side Rear Quantrelle Ave. Side/Rear Required 30ft. 10ft. 20ft. 15ft 5ft. Proposed 80ft. 90ft. 35ft. 5ft. 5ft. The principal building complies with all applicable lot requirements of the PUD District. The off-street parking areas do not comply with the 15 foot setback required from the Quantrelle Avenue right-of-way. The site plan must be revised to provide the 15 foot setback to maintain the streetscape, provide space for plantings in front of the parking stalls, and provide for visibility. ►A Access. The subject site is proposed to have two accesses to Quantrelle Avenue. The accesses are to be 24 feet wide as allowed by Section 20-21-4.H.7.b of the Zoning Ordinance. The developer will be required to remove existing curb cuts that were installed at the time Quantrelle Avenue was constructed that are not utilized by the proposed site plan and replace with concrete curb. All curb replacement is subject to review and approval of the City Engineer. Off -Street Parking. Office uses are required by Section 20-21-9 of the Zoning Ordinance to provide three stalls plus one stall per 200 square feet of net floor area. Based on the 27,892 square foot area of the proposed building (25,103 net square feet), 129 off street parking stalls are required. The site plan provides 262 off-street parking stalls including seven ADA accessible stalls. The off-street parking stalls are designed with dimensions of nine feet wide by 18 feet deep accessed by 24 foot wide drive aisles. The parking lot will be paved with an asphalt surface and surrounded with perimeter concrete curb and curb landscape islands. The design of the proposed parking lot complies with Section 20-20-4.1-1.1 of the Zoning Ordinance. Sidewalks. The Waterfront East PUD Development Stage Plan included plans for provision of sidewalk along both sides of Quantrelle Avenue to be installed as each parcel developed. The developer will be required to construct a five-foot wide concrete sidewalk with ADA required pedestrian ramps and metal plates the full width of the subject site abutting Quantrelle Avenue. Landscaping. The developer has submitted a landscape plan for site plantings. The landscape plan must be revised to provide for shade trees 40 feet on center along Quantrelle Avenue Shade trees are to be provided 60 feet on center or coniferous trees 40 feet on center along the side and rear lot lines. In -ground irrigation is required to be installed in accordance with Section 5-7-3.B.4 of the City Code. The revised landscape plan is subject to review and approval of City staff. Exterior Lighting. The submitted plans do not include an exterior lighting plan. The developer is required to submit a plan indicating the location, type, height, and illumination pattern of all proposed exterior lighting. All exterior lighting must comply with the provisions of Section 20- 16-6 of the Zoning Ordinance. The exterior lighting plan is subject to review and approval of the Zoning Administrator prior to issuance of a building permit. Signs. The submitted plans illustrate one wall sign on both the east and west elevations of the principal building. The wall signs are 124 square feet and are within the 200 square foot area allowance of Section 20-37-6.0 of the Zoning Ordinance. No freestanding signs are shown on the submitted plans. Section 20-37-5.0 and 20-37-6.0 of the Zoning Ordinance allows a primary freestanding sign of 200 square feet up to 50 feet in height and a secondary freestanding sign of 64 square feet up to 15 feet in height. All signs require issuance of a sign permit by the Zoning Administrator prior to installation. 3 Trash. The site plan includes an enclosure for storage of trash and recycling containers at the northwest corner of the subject site. Section 20-18-4.0 of the Zoning Ordinance requires the enclosure to be at least six feet in height and constructed of materials consistent with that used for the principal building. Plans for the trash enclosure must be submitted prior to issuance of a building permit and are subject to review of the Zoning Administrator. Grading. The developer has submitted plans for grading, drainage, and erosion control for the subject site. The grading plan is subject to review and approval of the City Engineer. Utilities. The subject site is within the East Sewer District and sanitary sewer and water utilities are available at the subject site. The developer has submitted a utility plan for connection to sanitary sewer and water utilities. All utility plans are subject to review and approval of the City Engineer. The developer is required to pay utility availability charges for the subject site with the final plat. Chapter 6, Section 2 of the City Code specifies that utility availability charges for commercial development is calculated as 3.5 RECs per acre at the rate indicated on the current fee schedule and shown in the table below for the proposed development. Utility connection charges will be determined and paid at the time the building permit is issued for the proposed building. Area RECs Fee (2016) SAC/WAC Due Water 5.24ac 3.5/ac. $1,613/REC $29,582.42 Sewer $2,310/REC $42,365.40 Total $71,947.82 Park and Trail Dedication. Park and trail dedication requirements for Waterfront East, including the subject site, were satisfied with the initial final plat approval with dedication of park and trail easements and improvements within Outlot A. Easements. Section 21-7-15 of the Subdivision Ordinance requires drainage and utility easements to be dedicated with the final plat. Drainage and utility easements must be 10 feet wide at the perimeter of the lot. Existing drainage and utility easements were platted with the initial Waterfront East final plat overlaying in -place utilities and are not affected by the proposed development. All drainage and utility easements are subject to review and approval of the City Engineer. Development Agreement. The developer is required to enter into a development contract with the City upon approval of the final plat memorializing the entitlements and providing for all required securities, fees, and conditions of approval. The development agreement for the subject site will incorporate the financial credit to the developer for the proportional share of the construction cost for the regional storm water basin within Outlot A that is provided by the City subject to the proposed building meeting specified value thresholds at the time the 4 Certificate of Occupancy is issued. The City Attorney will draft the development agreement and it is subject to City Council approval. RECOMMENDATION The proposed office building for Nystrom & Associates, LTD is a positive addition to the Waterfront East development that complies with the policies of the Comprehensive Plan and requirements of the PUD District, Zoning Ordinance, and Subdivision Ordinance. Our office recommends approval of the applications as outlined below. POSSIBLE ACTIONS A. Motion to recommend City Council approval of a PUD Development Stage Plan, preliminary plat, and final plat for Nystrom & Associates, LTD subject to the following conditions: 1. The developer shall at their cost remove existing unused curb accesses on Quantrelle Avenue and replace with concrete curb, subject to review and approval of the City Engineer. 2. The site plan shall be revised such that off-street parking areas are setback a minimum of 15 feet from the right-of-way of Quantrelle Avenue. 3. The submitted plans are to be revised to include a five foot wide concrete sidewalk within the Quantrelle Avenue right-of-way the full width of the lot, subject to review and approval of City staff. 4. The landscape plan shall be revised subject to review and approval of City staff to provide for: a. Shade trees 40 feet on center along Quantrelle Avenue. Shade trees 60 feet on center or coniferous trees 40 feet on center along the side and rear lot lines. C. In -ground irrigation in accordance with Section 5-7-3.B.4 of the City Code. 5. A lighting plan indicating the location, type, height, and illumination pattern of all proposed exterior lighting. complying with Section 20-16-6 of the Zoning Ordinance shall be submitted prior to issuance of a building permit, subject to review and approval of the Zoning Administrator 6. All signs shall comply with Section 37 of the Zoning Ordinance and require issuance of a sign permit prior to installation. Construction plans for the trash enclosure shall be submitted prior to issuance of a building permit and are subject to review of the Zoning Administrator. 8. All grading, drainage, and erosion control issue are subject to review and approval of the City Engineer. All utility plans are subject to review and approval of the City Engineer. 10. The final plat shall include all easements as required by Section 21-7-15 of the Subdivision Ordinance, subject to review and approval of the City Engineer. 11. The developer shall prepare a final plat including all of the information outlined in Section 21-3-3 of the Subdivision Ordinance, subject to review of City staff and approval of the City Council. 12. The developer shall execute a development agreement subject to review of the City Attorney and approval of the City Council. B. Motion to deny the request based on a finding that the application does not comply with the requirements of the PUD District, Zoning Ordinance, and Subdivision Ordinance. C. Motion to table. Lori Johnson, City Administrator Tami Loff, City Clerk Andy MacArthur, City Attorney Ron Wagner, City Engineer Peter Nystrom, Applicant Kevin Green, Wilkus Architects no Nystrom & Associates, LTD Exhibit A Overview Legend Roads — CSAHCL — CTYCL — MUNICL — PRIVATECL — TWPCL Highways — Interstate — State Hwy — US Hwy City/Township Limits ❑ c ❑t 0 Parcels YW E5 VIOMNIW b93M $ @qe d O yygg ay 7g �' g4 qa §b � toids �,. �Q$d a8 3 a ax a3� r- y s Sigg Hill y7tl9•!3 e sag H �� x ��e�a€�l�e3��l�a•€ ��taf ��'� �-�� ==a as o€€ ng �gH €11,1t� �xaznas qqa� € 0 0� a€8 Via. 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CEI Engineering Associates, Inc. 2025 Centre Pointe Blvd - Suite 210 Mendota Heights, MN 55120 Re: Nystroms & Associates Building — Civil Plan Review #1 Dear Mr. Catchpool: We have reviewed the Preliminary Civil Plans for the Nystroms & Associates Building in Waterfront East 3rd Addition Outlot B, dated 7/21/2016 by CEI Engineering Associates, Inc. and offer the following comments: Preliminary Civil Plans Existing Conditions The following existing condition information is required with the preliminary plat submittal: Existing zoning classifications for land in and abutting the subdivision. 2. Label existing street grades. 3. Boundary lines to include bearings, distances, curve data, and total acreage of proposed plat, clearly indicated. (No preliminary Plat has been submitted) 4. Adjoining unsubdivided or subdivided land, identified by name and ownership within 150' (missing info. for property across Quantrelle Ave). 5. Statement certifying the environmental condition of the site including the presence of any hazardous substance as defined in Minnesota Statutes I I5B.02, Subd 8. 6. Geotechnical data. Cover Sheet 1. An approval signature line is required for Ronald J. Wagner, P.E. City Engineer. This can be on sheet A0.0 of C 1. 2. Typically, projects constructed in Otsego use the NGVD 1929 datum. We have confirmed that the Quantrelle Avenue and associated and utilities in this area were constructed on the NAVD 1988 datum. Page 2 Demolition Plan (Sheet C1) 3. No Comments. Site Plans (Sheet C2) 4. There is some concern that traffic will go the wrong way around the center island in the cul- de-sac to get to the north driveway entrance. The City will mostly likely install a keep right sign on the center island to help direct traffic. 5. Site Note 70A refers to Commercial Concrete Driveway Apron (City Detail 109). Detail 109 is for a residential bituminous driveway apron. We recommend using Detail 702 which would match the other driveways in this area. Grading and Storm Sewer Plan (Sheet C3) 6. We recommend providing minimum concrete curb and gutter grades of 0.6% and minimum bituminous grades of 1%. It appears that all bituminous exceed this minimum. Please label curb grades. 7. Verify the existing size of the storm sewer stub pipe down stream of CB3. Currently two 36" perforated pipes are draining to this pipe. 8. Details for the perforated storm pipe are required including the pipe bedding/backfill material. 9. Stormwater Management and Storm Sewer design calculations shall be submitted. Calculations showing the water quality volume of can be infiltrated within 48 hours. Erosion Control Plan (Sheet C4) 10. No Comments. Utility Plan (Sheet C5) 11. Verify that the existing valve next to the existing hydrant directly to the north of the building will not be within the curb or gutter. 12. Insulation is required between water/sanitary sewer and storm sewer if the separation is 24" or less. The crossing north of CB3 will require a minimum of 4" us insulation. Details (Sheet C5) 13. All below ground nuts, bolts, and rodding shall be core -blue or 316 Stainless Steel. 14. Include Otsego Standard Details 202 and 202a, 2005, 304, and 702. Hakanson Anderson Page 3 Other Considerations 15. There is a hydrant and portion of the sanitary sewer through the outlot to the south that is not covered by an easement. The final plat shall provide a 10' side easement from the center of the pipe over these pipes. If you have fiuther questions, need additional information, or wish to discuss any of these items in greater detail please contact me, or Mr. Ronald Wagner, P.E., City Engineer, at 763-427-5860. Sincerely, HAKANSON ANDERSON ASSOCIATES, INC. Br M. Lars no P. cc: Ronald J. Wagner, P.E., City Engineer Lori Johnson, City Administrator Tami Loff, City Clerk Dan Licht, City Planner Andy MacArthur, City Attorney Peter Nystrom, Nystrom & Associates Kevin Green, LEED AP, Wilkes Architects Hakanson 1-111Anderson P UtsTeF o MINNESOTA V APPLICANT: Nystrom & Associates, LTD 08-16-16 FINDINGS & DECISION PUD DEVELOPMENT STAGE PLAN/ PRELIMINARY AND FINAL PLAT APPLICATION: Request for approval of a PUD Development Stage Plan, Preliminary Plat and Final Plat for development of an office building. CITY COUNCIL MEETING: 22 August 2016 FINDINGS: Based upon review of the application and evidence received, the Otsego City Council now makes the following findings of fact: A. The property is identified Outlot B, Otsego Waterfront East Third Addition, City of Otsego, County of Wright, State of Minnesota. B. The property lies within the East Sewer Service District and is guided for commercial land uses by the 2012 Otsego Comprehensive Plan, as amended. C. The property is zoned PUD, Planned Unit Development District in accordance with the ordinance adopted by the City Council on 10 November 2003. D. The applicant has submitted plans for preliminary and final plat approval of one lots and development of a office building. E. The Planning Commission and City Council must take into consideration the possible effects of the PUD Development Stage Plan with their judgment based upon (but not limited to) the criteria outlined in Section 20-4-25 of the Zoning Ordinance: 2. The proposed action's consistency with the specific policies and provisions of the Otsego Comprehensive Plan. Finding: The Comprehensive Plan guides the subject site for commercial uses based on proximity to the TH 101/CSAH 39 interchange and visibility from TH 101. The TH 101/CSAH 39 area is to be the City's primary commercial location with a wide range of retail, service, and office uses serving local residents and surrounding communities. The proposed medical use and office building is consistent with the land uses guided by the Comprehensive Plan for the subject site. The proposed use's compatibility with present and future land uses of the area. Finding: The subject site is surrounded by the following existing and planned land uses shown in the table below. The proposed office use will be consistent with the character of the area being developed as Waterfront East. Direction Land Use Plan Zoning Map Existing Use North Commercial PUD District Undeveloped East Commercial PUD District Undeveloped Office/Restaurant South Commercial PUD District Undeveloped West Commercial PUD District TH 101 Otsego Waterfront 3. The proposed use's conformity with all performance standards contained within the Zoning Ordinance and other provisions of the City Code. Finding: The proposed development will comply with the requirements of the Otsego Waterfront East PUD District, the Zoning Ordinance and Subdivision Ordinance. 4. Traffic generation of the proposed use in relation to capabilities of streets serving the property. Finding: The subject site is served by Quantrelle Avenue and 90th Street, which were designed as part of the Otsego Waterfront East development and upgrade of TH 101 to freeway status to accommodate the planned commercial development east of TH 101. 5. The proposed use can be accommodated by existing public services and facilities and will not overburden the City's service capacity. Finding: The subject site is located within the East Sewer District and consistent with the Comprehensive Plan for anticipated urban development with adequate public service capacity to support the proposed land uses. F. The planning report dated 9 August 2016 prepared by the City Planner, The Planning Company LLC., is incorporated herein. G. The engineering review dated August 12, 2016 prepared by the City Engineer, Hakanson Anderson Associates, Inc., is incorporated herein. H. The Otsego Planning Commission held a public hearing at their regular meeting on15 August 2016 to consider the application, preceded by published and mailed notice. Based upon review of the application and evidence received, the Otsego Planning Commission closed the public hearing and recommended by a 7-0 vote that the City Council approve the request based on the aforementioned findings. DECISION: Based on the foregoing information and applicable ordinances, the request is hereby APPROVED and is subject to the following conditions: The developer shall at their cost remove existing unused curb accesses on Quantrelle Avenue and replace with concrete curb, subject to review and approval of the City Engineer. 2. The site plan shall be revised such that off-street parking areas are setback a minimum of 15 feet from the right-of-way of Quantrelle Avenue. 3. The submitted plans are to be revised to include a five foot wide concrete sidewalk within the Quantrelle Avenue right-of-way the full width of the lot, subject to review and approval of City staff. 4. The landscape plan shall be revised subject to review and approval of City staff to provide fo r: a. Shade trees 40 feet on center along Quantrelle Avenue. 2 b. Shade trees 60 feet on center or coniferous trees 40 feet on center along the side and rear lot lines. C. In -ground irrigation in accordance with Section 5-7-3.B.4 of the City Code. 5. A lighting plan indicating the location, type, height, and illumination pattern of all proposed exterior lighting. complying with Section 20-16-6 of the Zoning Ordinance shall be submitted prior to issuance of a building permit, subject to review and approval of the Zoning Administrator 6. All signs shall comply with Section 37 of the Zoning Ordinance and require issuance of a sign permit prior to installation. 7. Construction plans for the trash enclosure shall be submitted prior to issuance of a building permit and are subject to review of the Zoning Administrator. 8. All grading, drainage, and erosion control issue are subject to review and approval of the City Engineer. 9. All utility plans are subject to review and approval of the City Engineer. 10. The final plat shall include all easements as required by Section 21-7-15 of the Subdivision Ordinance, subject to review and approval of the City Engineer. 11. The developer shall prepare a final plat including all of the information outlined in Section 21- 3-3 of the Subdivision Ordinance, subject to review of City staff and approval of the City Council. 12. The developer shall execute a development agreement subject to review of the City Attorney and approval of the City Council. MOTION BY: SECOND BY: ALL IN FAVOR: THOSE OPPOSED: ADOPTED by the City Council of the City of Otsego this 22"d day of August, 2016. CITY OF OTSEGO By: Jessica L. Stockamp, Mayor Attest: Tami Loff, City Clerk CITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO.2016-71 RESOLUTION APPROVING DEVELOPERS AGREEMENT- OTSEGO WATERFRONT EAST SIXTH ADDITION WHEREAS, Nystrom & Associates, LTD. is seeking approval of a Plat known as OTSEGO WATERFRONT EAST SIXTH ADDITION, and WHEREAS, the approved Plat requires construction of some public improvements and payment of City costs and fees as well as placing certain restrictions on the development; 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 Nystrom & Associates, LTD. 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 22nd day of August, 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 Clerk Pa DEVELOPMENT AGREEMENT OTSEGO WATERFRONT EAST SIXTH ADDITION THIS AGREEMENT, entered into this day of August, 2016 by and between the CITY OF OTSEGO, a Minnesota municipal corporation ("CITY") and NYSTROM & ASSOCIATES, LTD, a corporation under the laws of the State of Minnesota ("DEVELOPER") RECITALS WHEREAS, DEVELOPER has proposed construction of a 27,892 square foot office building to be constructed on the following described property; LOT 1, BLOCK 1, OTSEGO WATERFRONT EAST SIXTH ADDITION (See EXHIBIT A); and WHEREAS, DEVELOPER is the fee owner the parcels of land described and newly consolidated as OTSEGO WATERFRONT EAST SIXTH ADDITION, which plat measures approximately 5.24 acres; and WHEREAS, LOT 1, BLOCK 1 is proposed for development of an office building, and other related improvements; and WHEREAS, the Final Plat and the new building are subject to a Planned Unit Development District ("PUD") by Ordinance adopted by the City Council on November 10, 2003 and a PUD Development Stage Plan for Otsego Waterfront East approved on June 10, 2004; and WHEREAS, the PUD Development Stage Plan for Otsego Waterfront East 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, BLOCK 1 shall be constructed, maintained and operated in accordance with the PUD and the Development Stage Plan for Otsego Waterfront East and the terms and conditions contained herein; and WHEREAS, the CITY and the previous owner GCI Capital, Inc. entered into a certain agreement dated June 29, 2011 and recorded at the Wright County Recorder's Office as Document No. A 117 873 6 and subsequently assigned to DEVELOPER by Agreement dated , 2016 which provides for the CITY to pay out certain Development Incentives upon construction of buildings upon the property meeting certain valuation thresholds; and WHEREAS, the Development Incentives have been transferred to DEVELOPER. NOW THEREFORE, in consideration of the promises and mutual promises hereinafter contained, it is agreed between the parties as follows: 1. Development Plans. The Building shall be developed on LOT 1, BLOCK 1 in accordance with the plans the cover sheet of which is attached to this Agreement as Exhibit B dated , 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. 2. Municipal Improvements. The Building Development Plans include certain Municipal Improvements as set forth on the attached Exhibit C. Private Improvements. The DEVELOPER 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 2 Agreement and the private improvements to LOT 1, BLOCK 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 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, BLOCK 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, BLOCK 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 or any Future Owner after purchase of LOT 1, BLOCK 1. Further, DEVELOPER shall be responsible for mowing, elimination of weeds and removal of any garbage or debris on LOT 1, BLOCK 1. B. Erosion Control. The erosion control plan for LOT 1, BLOCK 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, with reasonable notice, take action as it deems appropriate in accordance with all applicable laws, ordinances or regulations or according to this Agreement. 3 C. Grading Plan. Grading of LOT 1, BLOCK 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 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, except that those streets, which will be maintained as private drives shall remain under DEVELOPER's ownership subject to any and all necessary easements, including necessary ingress and egress access to future and existing lots. 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 one (1%) percent of estimated construction costs or $1,500.00. 9. Park and Trail Dedication. Park and Trail dedication requirements for OTSEGO WATERFRONT EAST SIXTH ADDITION were satisfied with the Final Plat of OTSEGO WATERFRONT EAST. 10. Storm Water Fees. No Storm Water Fees are applicable to the Final Plat. 11. Sewer Availability Charges. The Sewer Availability Charges for the Plat are as follows: 5.24 acres x 3.5 RECs per acre = 18.34 RECs at $2,310 per REC = $42,365.40. 12. Sewer Connection Fees. Sanitary sewer connection fees are paid at the time of issuance of a building permit. The sewer connection fees shall be determined at the time that building plans are submitted and reviewed by CITY. E 13. Water Availability Charges. The Water Availability Charges for the Plat are as follows: 5.24 acres x 3.5 RECs per acre= 18.34 RECs x $1,613.00 per REC = $29,582.42. 14. Water Connection Fees. Water connection fees are paid at the time of issuance of a building permit. The water connection charges shall be determined at the time that building plans are submitted and reviewed by CITY. 15. Street and Traffic Control Sign Fees. The fee amount for the Subject Property was calculated as follows: 0 signs at $250.00 per sign or $00.00. No street and traffic control signs are required. 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 01 City Construction Administration and Inspection Escrow $2,218.00 (estimated 8% of $27,720.00, 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 Street Lights (5 lights x $2,000.00 per light) $10,000.00 Sewer Availability Charge (18.34 RECs at $2,310 per REC)$42,365.40 Water Availability Charge (18.34 RECs at $1,613 per REC)$29,582.42 GIS Data Entry Fee TOTAL $525.00 $87,690.82 These Escrow and Fee amounts shall be submitted to CITY prior to CITY executing this Agreement. 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 $146,369.00, said amount calculated as follows: Site Grading, Erosion Control & Wetland Protection $15,750.00 Sanitary Sewer- Lateral $00.00 PC Watermain- Lateral Storm Sewer- Lateral Streets Engineering & Surveying Construction Services Landscaping SUBTOTAL $9,220.00 $00.00 $18,500.00 $1,800.00 $71,825.00 $117,095.00 TOTAL SECURITY ($117,095.00 x 125%) $146,369.00 The issuer and form of the security (other than cash escrow) shall be subject to CITY approval, which approval shall not be unreasonably withheld. The security shall be issued by a banking institution in good standing as determined by CITY and approved by the City Administrator. 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 November 1, 2017 and shall contain an automatic renewal provision. CITY may draw down the security for any violation of the terms of this Agreement, 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 7 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 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 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 $6,796.00. 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. Restrictions. The following restrictions apply to the Subject Property and all lots thereon shall be held, sold, and conveyed subject to the following conditions and restrictions, which are for the purpose of protecting the value and desirability of the Plat and insuring all conditions imposed by CITY in this Agreement are properly recorded against the Final Plat. Said conditions shall run with the real property and be binding upon all parties having a right, title or interest in the Subject Property or any part thereof, their heirs, executors, representatives, successors and assigns: None. 20. Development Incentive Payments. Pursuant to Agreement between CITY and GCI Capital, Inc. dated June 29, 2011 recorded at the Office of the Wright County Recorder as Document No. Al 178736 and subsequent Agreement between the CITY and Mainstreet Otsego M. Development, LLC which rights were conveyed to DEVELOPER regarding incentive payments, DEVELOPER may be eligible for certain Incentive Payments upon construction of buildings upon the property meeting the Value Thresholds as set forth in the original CITY- GCI Capital, Inc. Agreement above. 21. Responsibility for Costs. A. Except costs for Developer's Internal Improvements, DEVELOPER shall pay all costs incurred by it or CITY in conjunction with the development of the Plat and building, including, but not limited to legal, planning, engineering, and inspection expenses in connection with the development and said Building. B. 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. DEVELOPER shall reimburse CITY for costs incurred in the enforcement of this Agreement, including engineering fees, planning fees, attorney's fees, and costs and disbursements. CITY shall reimburse DEVELOPER for costs incurred in the enforcement of this Agreement, including engineering 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 either reimburse itself from existing Escrow or Security or may halt all Building 3 development work and construction until all bills are paid in full. Bills not paid within thirty (30) days shall accrue interest at the rate of twelve percent (12%) per year. 22. Miscellaneous. u A. Third parties shall have no recourse against CITY under this Agreement. B. 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. C. 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. D. 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. E. 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. F. DEVELOPER shall pay for all local costs 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. G. Should development of the Plat or building proceed 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. 10 H. DEVELOPER shall demonstrate and maintain compliance with the 1991 Wetland Conservation Act. 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. 23. 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 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. 24. 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 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 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. 25. 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 11 released from its obligations under this Agreement without the express written consent of the City Council through Council resolution. 26. 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. 27. 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: Nystrom & Associates, LTD, Attn: , 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. 28. Agreement Effect. This Agreement shall be binding and extend to the respective representatives, heirs, successors and assigns of the parties hereto. 29. Amendment. This Agreement shall be amended only by addendum executed by both parties to this Agreement. 12 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 NYSTROM & ASSOCIATES, LTD A Minnesota Corporation By: Its 13 STATE OF MINNESOTA ) ) ss. COUNTY OF WRIGHT ) On this day of , 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 , 2016, before me personally appeared to me known as the person described in the foregoing instrument and who did say he is the of Nystrom & Associates, LTD and that said instrument was signed on behalf of Nystrom & Associates, LTD with authority and on behalf of the corporation and said acknowledged 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 14 EXHIBIT A LEGAL DESCRIPTION OF THE SUBJECT PROPERTY LOT1, BLOCK 1 OTSEGO WATERFRONT EAST SIXTH ADDITION according to the recorded plat thereof, Wright County, Minnesota, 15 EXHIBIT B DEVELOPMENT PLANS FOR THE SUBJECT PROPERTY Development Plans for LOT 1, BLOCK 1, OTSEGO WATERFRONT EAST SIXTH ADDITION by CEI Engineering Associates, Inc. dated 2016 and approved by CITY 2016, cover sheet attached. 16 EXHIBIT C- MUNICIPAL IMPROVEMENTS Watermain, Sidewalk and Street Improvements. 17