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20047-08-07 PUD/CUP Agreement CITY OF ALBERTVILLE PLANNED UNIT DEVELOPMENT/ CONDITIONAL USE AGREEMENT ALBERTVILLE MARKETPLACE THIS AGREEMENT, entered into this day of ,~~~ 2007 by and between Albertville Marketplace, LLC, a Minnesota Limited iability Company, referred to herein as "Developer"; and the CITY OF ALBERTVILLE, County of Wright, State of Minnesota, hereinafter referred to as "City"; WITNESSETH: WHEREAS, Developer is the fee owner of the real property described in the attached Exhibit A, which real property is proposed to be subdivided and platted for development, and which subdivision, which is the subject of this Agreement, is intended to bear the name "Albertville Marketplace" and shall hereinafter be referred to in its entirety as "Said Plat" or "Subject Property," the final plat of which is attached as Exhibit B; and WHEREAS, Developer has received final plat approval for 4 lots within Said Plat; and WHEREAS, The City acknowledges that the Developer intends to convey Lots 1-4 of Albertville Marketplace to others (the "Lot Owners"); and WHEREAS, this Agreement is entered into for the purpose of setting forth and memorializing for the parties and subsequent owners, the understandings and covenants of the parties concerning Said Plat and the conditions imposed thereon; and WHEREAS, approval of a Planned Unit Development is required to permit development of Said Plat in the manner proposed by the Developer; and WHEREAS, the City has given final approval of Said Plat contingent upon compliance with certain City requirements including, but not limited to, matters set forth herein; and WHEREAS, the City requires that certain public improvements including, but not limited to bituminous street, curb and gutter, grading, sanitary sewer, municipal water, and storm sewer be installed to serve Said Plat and other properties affected by the development of Developer's land, to be installed and financed by Developer; and WHEREAS, the City further requires that certain other improvements be installed by the Developer within Said Plat, which improvements consist of paved private streets, boulevards, top soil and sod, grading control per lot, bituminous or concrete driveways, parking lots, drainage swales, berming, street signs, street lights, street cleanup during project development, erosion control, and other site-related items; and NOW, THEREFORE, IT IS HEREBY AND HEREIN MUTUALLY AGREED, in consideration of each party's promises and considerations herein set forth, as follows: 1. Planned Unit Development and Conditional Use. Said Plat is hereby allowed to be developed as a Planned Unit Development with flexibility from the strict requirements of the City's Zoning Ordinance in relation to selected items detailed in this paragraph. A. Developer agrees that all buildings shall be constructed in the locations shown on the attached Exhibit C unless otherwise approved by motion of the City Council. The Developer and Lot Owners shall comply with all site plan approvals set by the City Council except where specifically set out in this agreement. B. At the time of the recording of this Agreement at the Wright County Recorder's Office, Developer shall record a permanent access and cross- parking easement between Lots 1- 4 on Said Plat. Such permanent access and. cross-parking easement must meet the approval of the City Attorney as to form and content. C. Developer shall construct the number of parking stalls in the locations and dimensions as shown on the attached Exhibit C. D. Developer shall maintain the infiltration plantings shown on Exhibit D in good working order at all times. 2 E. Use of lots on Said Plat. The uses on all lots of Said Plat shall be limited to uses that are permitted under the City's B-3 zoning ordinance as amended from time to time, except as otherwise restricted in this Agreement. No other type of use on said lot shall be allowed under this Agreement without a modification to this Agreement. ii. The uses on Lot 4, Block 1 of Said Plat shall be limited to a restaurant using at least 4,000 square feet of enclosed building space, and other uses in the remainder of the building as are allowed under the City's B-3 zoning ordinance, unless this provision is specifically altered by amendment of this Agreement between the City and the Developer or Lot Owner of Lot 4, Block 1 in the future. iii. If a motor fuel station (with or without a convenience store and car wash) is located on Said Plat, it may only be located on Lot 2, Block 1 of Said Plat, unless otherwise approved by motion of the City Council. F. For five (5) years from the date of this Agreement, no amendments to the City's comprehensive plan or official controls shall apply to or affect the use, development density, lot size, lot layout, or dedications of the approved plat unless required by State orFederal law or agreed to in writing by the City and the Developer. Thereafter, to the full extent permitted by State law, the City may require compliance with any amendments to the City's comprehensive Plan or official controls, enacted after the date of this Agreement, provided that such changes shall not change the usage restrictions set out in paragraphs l.E.ii. and 1.E.iii. of this Agreement. G. No occupancy permit shall be issued for a motor fuel station use on Lot 2, Block 1 until either 1) An occupancy permit is issued for the restaurant building on Lot 4, Block 1, or 2) An occupancy permit is issued for a retail or office building on Lot 1, Block 1 of Said Plat. H. Developer shall develop Said Plat consistent with the site plan attached as Exhibit C. No building and site construction which otherwise complies with the Site Plan attached as Exhibit C shall be required to receive separate site and building plan approvals from the Planning Commission and City Council. In addition, no separate building plan approval is needed from the City Council for any building plan where the building size has been reduced by not more than 10% of the. square footage shown on Exhibit C and otherwise complies with the Site Plan shown on Exhibit C. However, this requirement shall not relieve the applicant from obtaining all necessary building plan approvals required by the City's building code. Any changes to the building configuration, increases in building size, decrease in building size greater than 10%, change in parking configuration, curb locations, drive lanes or traffic flow shall require the requisite building and/or site approval from the City Council, and may, depending upon the scope of the change, be required to be referred back to the City's planning commission for additional public hearing proceedings. I. All grading, drainage, utility and transportation issues that arise during development of Said Plat shall be subject to review and approval by the City Engineer. J. Trees, shrubs, berms and screening are to be planted and installed as shown on the landscape plan attached as Exhibit D. Developer shall install landscaping shown on the perimeter of Said Plat by October 31, 2008, and Lot Owners shall install the remaining landscape on a lot-by-lot basis as buildings are constructed on each lot. The Developer shall guarantee that all new trees shall survive for two full years from the time the planting has been completed or will be replaced at the expense of the Developer. K. Developer shall replace, at its own expense, any plantings as shown on attached Exhibit D that might be damaged during the construction of any future buildings on Said Plat. Developer shall guarantee that all plantings it replaces pursuant to this paragraph shall survive for two full years from the date of planting. Lot Owners shall guarantee that all plantings they replace pursuant to this paragraph shall survive for two full years from the date of planting. L. Developer shall maintain the storm sewer system and ponds located on Said Plat. Developer shall not modify nor obstruct said storm sewer system or ponds without the express written consent of the City. The City shall pay the Property Owners' Association 8.6% of the cost of maintaining said stone water pond (but excluding property taxes) in recognition that 8.6% of the water flowing into the stone water pond originates from the dedicated City street on Said Plat. 4 M. The City shall reasonably maintain the sanitary sewer lines and municipal water lines and fire hydrants located within publicly dedicated utility easements on Said Plat, provided, however that: 1) in the event it is necessary for the City to excavate any portion of the easement area to maintain, repair or replace any such lines, the City shall be obligated to restore the easement area to grade with gravel and the owner of the property or the Property Owner's Association shall be responsible for replacing pavement and any improvements above grade; and 2) nothing in this Agreement shall act to limit the City's ability to finance such improvements in accordance with applicable law. The City shall have full responsibility to restore pavement within the dedicated City street on Said Plat in the event the City excavates any portion of the street to maintain, repair or replace such lines located within the street right of way. N. Developer shall create a Retail Property Owners' Association ("Association") consisting of the owners of Lots 1-4 of Said Plat. Said Association shall maintain the storm water pond, all storm sewer on Said Plat not designated as Municipal Improvements under this Agreement, the grounds of Outlot C of Said Plat, all parking lot and private drive areas, all retaining walls and shall maintain the dedicated City street on Said Plat until such time as the City constructs a backage road extending east to MacKenzie Avenue, at which time the City shall then maintain said dedicated City Street. Maintenance of the City street by the Association shall be limited to snow plowing and street sweeping. The City shall perform all road repairs and may finance such activities in any manner permitted by law, and shall provide ordinance enforcement on such City street in a like manner as on other City streets. O. The City has agreed to permit a full access from Said Plat to County State Aid Highway No. 37 ("CSAH 37") with the conditions provided for in this paragraph. With respect to the access to CSAH 37, Developer agrees as follows: The Traffic Signal shall consist of athree-legged stoplight (red, yellow and green) system configured similar to that shown on the attached Exhibit E ("Traffic Signal") and constructed to Wright County Highway Department standards in existence at the time the Traffic Signal is constructed. The estimated cost of the Traffic Signal if it were constructed in 2007 is $231,000.00 ("Estimated Cost"). ii. The Traffic Signal may be constructed whenever the City or the Wright County Highway Department, in either's respective sole discretion, deems it necessary for the health, safety and welfare of the public. At such time, the City, the City of Otsego, or Wright County, or any combination of the three, may construct the Traffic Signal as a Minn. Stat. Chapter 429 improvement project and may special assess 100% of the costs of such Traffic Signal to the numbered lots and blocks in Said Plat. If such a special assessment is levied, the City shall assess the costs to the lots in Said Plat according to the following percentages: a. Lot 1, Block 1 37.15% of the cost. b. Lot 2, Block 1 27.52% of the cost. c. Lot 3, Block 1 11.26% of the cost. d. Lot 4, Block 1 24.07% of the cost. iii. In such case, Developer agrees to waive its right to appeal such special assessment to District Court pursuant to Minn. Stat. § 429.081 to the extent the total amount special assessed to all lots on Said Plat is not greater than the following amount ("Adjusted Assessment"), calculated as follows: by taking the Engineering News Record Construction Cost Index ("Index") level published for the month preceding the month in which this Agreement is dated (the "Base Month") and multiplying it by one plus the percentage increase in the Index that occurs between the Base Month and the month preceding the month in which the City, Wright County or the City of Otsego .lets a contract for the installation of the Traffic Signal, and multiplying that product by the Estimated Cost. In the event that the City special assesses more to such lots than the Adjusted Assessment, the Developer and/or Lot Owners may appeal to the District Court the difference between the Adjusted Assessment and the actual special assessment. iv. The City acknowledges that a condition of the Developer obtaining an access permit from Wright County with regard to CSAH 37 is that the City, Wright County and the City of Otsego enter into athree-party agreement with regard to the construction of the Traffic Signal discussed herein (the "Three Party Agreement"). The City further acknowledges that it is the lead agency for the preparation and negotiation of the Three Party Agreement. The City agrees to copy Developer on all correspondence related to the negotiation _ of the Three Party 6 Agreement and to provide Developer with copies of drafts of the same. The City shall keep Developer informed as to the progress of the negotiation of the Three Party Agreement. The City will use good faith efforts to cause the Three Party Agreement to be executed by all of said parties on or before July 13, 2007. If such an agreement is not able to be arrived at to the satisfaction of Albertville, the City of Otsego and Wright County, then Albertville will work in good faith with the Developer and Wright County to obtain approval for the eventual installation of the Traffic Signal. v. Notwithstanding anything to the contrary in this Section 1(O), the Developer and/or Lot Owner shall only be assessed for the actual costs of the construction of the Traffic Signal (including all City costs incurred for construction, reasonable engineering, financing, legal and a 3.5% administrative fee). Should the City, Wright County, or the City of Otsego decide to add an additional fourth leg to the Traffic Signal after initial construction of the Traffic Signal, all costs of construction related to the fourth leg of such Traffic Signal shall be paid for by third parties other than Developer. P. Fifty percent of each building's exterior finish (exclusive of doors and windows) shall be brick or stone. Q. All signage on the site shall comply with the City's Sign Ordinance, except for the following items, which are granted as part of the PUD approval ii. Buildings may have attached signage on each store front equal to 15% of the exterior front storefront wall area, and an equal amount of signage on the opposite (back) side of the building. iii. In addition to one ground sign per lot allowed by the Sign Ordinance, Developer may place one area identification pylon sign on Lot 2 in the location shown on Exhibit C. Said sign shall be constructed in the size and configuration shown for the "Entrance Ground Sign'' on the attached Exhibit K. 2. Construction of Municipal Improvements. A. The Developer shall construct those municipal improvements located on and off Said Plat as detailed in the Plans and Specifications for Albertville 7 Marketplace, as prepared by Westwood Professional Services, Inc. dated May 7, 2007 and on file with the City Clerk, said improvements to include installation of water main, sanitary sewer main, pond, street, curb and gutter located within the street right of way, storm sewer located in the street right of way and storm sewers draining from the street to the pond, all such improvements depicted graphically on the attached Exhibit F (the "Municipal Improvements'). All the Municipal Improvements shall be constructed according to the standards adopted by the City, along with all items required by the City Engineer. Unless the City Engineer specifies a later date, said improvements shall be installed by October 31, 2008. B. The Developer warrants to the City for a period of two years from the date the City accepts the finished Municipal Improvements that all such Municipal Improvements have been constructed to City standards and shall suffer no significant impairments, either to the structure or to the surface or other usable areas due to improper construction, said warranty to apply both to poor materials and faulty workmanship. C. Developer shall provide the City with lien waivers from all contractors and subcontractors engaged to construct said Municipal Improvements on Said Plat. Should Developer fail to provide the City with all applicable lien waivers, the City reserves the right to draw upon Developer's surety and pay any contractors who performed work on any Municipal Improvements and whom Developer has failed to fully pay for the performance of said work. D. The City shall, at its option, have the City Engineer present on Said Plat for inspection purposes at all times (or such times as the City may deem necessary) during the construction and installation of said Municipal Improvements. Developer agrees to pay for all reasonable costs incurred by the City during said inspections. E. In lieu of requiring the Developer to install a trail along the north side of Said Plat (but located in the CSAH 37 right of way), the City may construct said trail in the future. The estimated cost of such trail in 2007 dollars is $25,671.00. In the event the City constructs such trail in the future and chooses to special assess the costs of the trail against the property in Said Plat, Developer agrees to waive its right to appeal such special assessment to District Court pursuant to Minn. Stat. § 429.081 to the extent the total amount special assessed to all lots on Said Plat is not greater than the following amount ("Adjusted Trail Assessment"), calculated as follows: by taking the Engineering News Record 8 Construction Cost Index ("Index") level published for the month preceding the month in which this Agreement is dated (the "Base Month") and multiplying it by one plus the percentage increase in the Index that occurs between the Base Month and the month preceding the month in which the City contracts for the construction of said trail. In the event that the City special assesses more to such lots than Adjusted Trail Assessment, the owner of the any lot at the time of the assessment may appeal to the District Court the difference between the Adjusted Trail Assessment and the actual special assessment. If such a special assessment is levied, the City shall assess the costs to the lots in Said Plat according to the following percentages: a. Lot 1, Block 1 37.15% of the cost. b. Lot 2, Block 1 27.52% of the cost. c. Lot 3, Block 1 11.26% of the cost. d. Lot 4, Block 1 24.07% of the cost. 3. Construction of Private Improvements. A. Developer shall construct all on- and off-site improvements ("Private Improvements") including installation of paved private streets, private street curb and gutter, sidewalks, storm sewer not located in the street right of way and not conveying water from the street, boulevards, street signs, traffic signs, yard top soil, sod and seed in all yards, grading control per lot, bituminous or concrete driveways and parking lots, drainage swales, berming, and like items as necessary, street cleanup during project development, and erosion control, all as required by City ordinance. All yard areas shall be sodded with grass or landscaped in accordance with the attached Landscaping Plan. In all cases permanent turf or grass must be established over all areas of the lot not covered by a hard or impervious surface. Except as set out below, Private Improvements shall be installed on each lot with the construction of a building on each respective lot. The private street shown on the attached Exhibit G shall be installed by October 31, 2008. Erosion control, drainage swales and berming, shall be installed upon initial grading of Said Plat. The grading of Said Plat shall be performed in accordance with the Grading Plan attached as Exhibit J. B. Developer shall, at its own expense, cause the following items to be installed within Said Plat, all such items to be installed under ground, within the street right of way or within the private street easements or such other location as may be approved by the City Engineer, 9 accessible to all lots and in compliance with all applicable state and local regulations: Electrical power supply, to be provided by Xcel Energy or other such carrier; ii. Natural gas supply, to be provided by Reliant Energy or other such carrier; iii. Telephone service, to be provided by Sprint/L7nited Telephone Company or other such carrier; In addition, the Developer shall, at its own expense, cause street lights and street signs to be of such type and to be installed at such locations as required by the City Engineer and in conformance with the Manual on Uniform Traffic Control Devices, provided, however, that this sentence shall not be interpreted to require Developer to install the Traffic Signal referred to in paragraph 1.0. above. C. Developer has submitted a utility plan for Said Plat showing all existing and proposed utility lines and easements, attached hereto and incorporated herein as Exhibit H. Developer agrees to have all utilities installed according to this Exhibit H. D. Developer shall install silt fencing in back of all curbing within 30 days after said curbing is installed, or 7 days after the "small utilities" (gas, phone, electrical and cable television) have been installed, whichever occurs sooner. Developer shall abide by the City Engineer's requirements for silt fencing of the lots and access to the lots during building construction. E. Notwithstanding the requirements of subparagraph 3A above, the Developer or Lot Owner shall install to the City's satisfaction improvements for each lot or parcel prior to the date that a certificate of occupancy (temporary or permanent) is issued by the City for a building located on the lot, unless the certificate of occupancy is issued after October 1st and before March 30th in any given year, in which case a certificate of occupancy shall be issued if all Private Improvements except landscaping and sod have been installed. In such cases, the owner of the lot shall cause the required landscaping and sod to be installed by the first June 30`}' following the issuance of the occupancy permit. 10 4. Surety Requirements. A. Developer will provide the City with an irrevocable letter of credit (or other surety as approved by the City Attorney) as security that the obligations of the Developer under this contract shall be performed. Said letter of credit or surety shall be in the amount of $723,250.00, representing the sum of 100% of the estimated cost of the Municipal Improvements ($298,450.00), 100% of the cost of selected Private Improvements, ($273,000.00, including private street, retaining walls, grading, and all utility work), and 150% of the estimated cost for landscaping/screening materials ($151,800). -Said letter of credit or surety must meet the approval of the City attorney as to form and issuing bank. B. The City may draw on said letter of credit or surety to complete work not performed by Developer (including but not limited to Private Improvements, Municipal Improvements described above, erosion control, and other such measures, and also including restoration of the temporary easement area on the cemetery property to the east of Said Plat), to pay liens on property to be dedicated to the City, to reimburse itself for costs incurred in the drafting, execution, administration or enforcement of this Agreement, to repair or correct deficiencies or other problems which occur to the Municipal Improvements during the warranty period, or to otherwise fulfill the obligations of Developer under this agreement. C. In the event that any cash, irrevocable letter of credit, or other surety referred to herein is ever utilized and found to be deficient in amount to pay or reimburse the City in total as required herein, the Developer agrees that upon being billed by the City, Developer will pay within thirty (30) days of the mailing of said billing, the said deficient amount. If there should be an overage in the amount of utilized security, the City will, upon making said determination, refund to the Developer any monies which the City has in its possession which are in excess of the actual costs of the project as paid by the City. D. Developer hereby agrees to allow the City to specially assess Developer's property for any and all costs incurred by the City in enforcing any of the terms of this agreement should Developer's letter of credit or surety prove insufficient or should Developer fail to maintain said letter of credit or surety in the amount required above within 30 days of mailing of written request by the City. E. In the event a surety referred to herein is in the form of an irrevocable letter of credit, which by its terms may become null and void prior to the time at which all monetary or other obligations of the Developer are paid or satisfied, it is agreed that the Developer shall provide the City with a new letter of credit or other surety, acceptable to the City, at least forty-five (45) days prior to the expiration of the original letter of credit. If a new letter of credit is not received as required above, the City may without notice to Developer declare a default in the terms of this Agreement and thence draw in part or in total, at the City's discretion, upon the expiring letter of credit to avoid the loss of surety for the continued obligation. The form of any irrevocable letter of credit or other surety must be approved by the City Attorney prior to its issuance. Developer shall maintain said letter of credit in the amount required by the City at all times. 5. Surety Release. A. Periodically, as payments are made by the Developer for the completion of portions of the Municipal Improvements, Private Improvements or Landscaping, and when it is reasonably prudent, the Developer may request of the City that the surety be proportionately reduced for that portion of the Municipal Improvements, Private Improvements or Landscaping which have been fully completed and payment made therefor. All such decisions shall be at the reasonable discretion of the City Council. The City's cost for processing reduction request(s) shall be billed to the Developer. Such cost shall be paid to the City within thirty (30) days of the date of mailing of the billing. B. The Developer may request of the City a reduction or release of any surety as follows: When another acceptable letter of credit or surety is furnished to the City to replace a prior letter of credit or surety. ii. When all or a portion of the required improvements have been installed, the letter of credit or surety may be reduced by the dollar amount attributable to that portion of improvements so installed, except that the City shall retain the letter of credit or surety in the amount of 10% of the estimated construction price of the Municipal Improvements during the first year of the warranty period and 5% of the estimated construction price of the Municipal Improvements during the second year of the 12 warranty period. Developer may substitute a warranty bond acceptable to the City Attorney for the warranty letter of credit in the same amounts and duration as required for the warranty letter of credit. iii. As to all requests brought under this paragraph, the City Council shall have complete discretion whether to reduce or not to reduce said letter of credit or surety. C. The City shall act upon Developer's letter of credit reduction requests within 3 ~ days of submission of a written request for reduction. The costs incurred by the City in processing any reduction request shall be billed to the Developer and paid to the City within thirty (30) days of billing. D. To the extent that any of the provisions of this Section ~ conflict with the provisions of Minn. Stat §462.358(2a) (the "Statute"), the provisions of the Statute shall control. 6. Abandonment of Project -Costs and Expenses. In the event Developer should abandon the proposed development of Said Plat, the City's costs and expenses related to attorney's fees, professional review, drafting of this Agreement, preparation of the feasibility report, plans and specifications, and any other expenses undertaken in reliance upon Developer's various assertions shall be paid by said Developer within thirty (30) days after receipt of a bill for such costs from the City. In addition, in the event the Developer abandons the project, in whole or in part, ceases substantial field work for more than nine (9) months, fails to provide sufficient ground-cover to prevent continuing soil erosion from Said Plat, or fails to leave the abandoned property in a condition which can be mowed using conventional lawn mowing equipment, Developer agrees to pay all costs the City may incur in taking whatever action is reasonably necessary to provide ground-cover and otherwise restore Said Plat to the point where undeveloped grounds are level and covered with permanent vegetation sufficient to prevent continuing soil erosion from Said Plat and to facilitate mowing of Said Plat. In the event that said costs are not paid, the City may withdraw funds from the above-mentioned surety for the purpose of paying the costs referred to in this paragraph. 7. Developer to Pay City's Costs and Expenses. It is understood and agreed that the Developer will reimburse the City for all reasonable administrative, legal, planning, engineering and other professional 13 costs incurred in the creation, administration, enforcement or execution of this Agreement and the approval of Said Plat, as well as all reasonable engineering expenses incurred by the City in designing, approving, installing, and inspecting said Improvements described above. Developer agrees to pay all such costs within 30 days of billing by the City. If Developer fails to pay said amounts, Developer agrees to allow the City to reimburse itself from said surety and/or assess the amount owed against any or all of properties in Said Plat without objection. 8. Development Related Fees and Credits. A. Sanitary Sewer Trunk Line Fees. i. Developer agrees that the City's Sanitary Sewer Trunk Line Fee Ordinance currently requires the Developer to pay $1,825.00 per acre upon development of said Plat. There are 5.8 acres in said Plat which received final plat approval. Therefore, the Sanitary Sewer Trunk Line Fees for all property receiving final plat approval is $10,585.00. ii. Developer shall be entitled to a trunk line credit for the installation of the forcemain from the lift station to the City's existing gravity sewer main shown on the attached Exhibit I. The credit amount shall be $14,990.00, calculated based on a forcemain installation cost of $25,575.00 (calculated as 1,023 linear feet of pipe at $25 per foot) less the $10,585.00 Sanitary Sewer Trunk Line fee described in paragraph 8.A. above. Said credit shall be offset against the Sanitary Sewer Trunk Line Fee set out in paragraph 8Ai. above. The City shall pay Developer said $14,990.00 within 30 days of submission of a bill for said forcemain installation following final completion of said forcemain. B. Water Trunk Line Fees. Developer agrees that the City's Water Trunk Line Fee Ordinance currently requires the Developer to pay $1,660.00 per acre upon development of said Plat. There are 5.8 acres in said Plat which received final plat approval. Therefore, the Water Trunk Line Fees for all property receiving final plat approval is $9,628.00. Developer shall pay such fees prior to the release of the final plat by the City. C. Administrative Fee. A fee for City administration of this project shall be paid prior to the City executing the Plat and this Agreement. Said fee shall be 3.5% of the estimated construction costs of the Municipal 14 Improvements within the Plat. The administrative fee for this Plat is $10,445.75. Seventy-five percent of this fee shall be paid upon issuance of the final Plat with the remaining twenty-five percent of the fee to be paid upon substantial completion of the Municipal Improvements. 9. Erosion and Siltation Control. Before any grading is started on any site, all erosion control measures as shown on the approved Grading, Drainage and Erosion Control Plan shall be strictly complied with as set forth in the attached Exhibit J. Developer shall also install all erosion control measures deemed necessary by the City Engineer should the erosion control plan prove inadequate in any respect. 10. Ditch Cleaning. Developer shall comply with all requirements set forth for drainage into any county ditch or other ditch through which water from Said Plat may drain, and shall make any necessary improvements or go through any necessary procedures to ensure compliance with any federal, state, county or city requirements, all at Developer's expense. 11. 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 streets, 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 the activity which takes place during the development of Said Plat. The Developer further agrees to pay all costs required to repair the streets, utility systems and other public property damaged or cluttered with debris when occurring as a direct or indirect result of the construction that takes place in Said Plat. Developer agrees to clean the streets on a daily basis if required by the City. Developer further agrees that any damage to public property occurring as a result of construction activity on Said Plat will be repaired immediately if deemed to be an emergency by the City. Developer further agrees that any damage to public property as a result of construction activity on Said Plat will be repaired within 14 days if not deemed to be an emergency by the City. If Developer fails to so clean the streets or repair or maintain said public property, the City may immediately undertake making or causing it to be cleaned up, repaired or maintained. When the City undertakes such activity, the 15 Developer shall reimburse the City for all of its expenses within thirty (30) days of its billing to the Developer. If the Developer fails to pay said bill within thirty (30) days, then the City may specially assess such costs against the lots within Said Plat and/or take necessary legal action to recover such costs and the Developer agrees that the City shall be entitled to attorney's fees incurred by the City as a result of such legal action. 12. Temporary Easement Rights. Developer shall provide access to Said Plat at all reasonable times to the City or its representatives for purposes of inspection or to accomplish any necessary work pursuant to this Agreement. 13. Miscellaneous. A. Developer agrees that all construction items required under this Agreement are items for which Developer is responsible for completing and all work shall be done at Developer's expense. B. If any portion, section, subsection, sentence, clause, paragraph or phrase of this Contract is for any reason held invalid by a Court of competent jurisdiction, such decision shall not affect the validity of the remaining portion of this Contract. C. If building permits are issued prior to the completion and acceptance of public improvements, the Developer assumes all liability and the costs resulting in delays in completion of public improvements and damage to public improvements caused by -the City, Developer, its contractors, subcontractors, materialmen, employees, agents, or third parties. D. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of this Contract. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. The City's failure to promptly take legal action to enforce this Contract shall not be a waiver or release. E. This Contract shall run with the land and shall be recorded against the title to the property. F. The Developer represents to the City that Said Plat and its related submissions (including but not limited to the grading plan, utility plan, and site plan) complies with all City, county, state and federal laws and 16 regulations, including but not limited to:. subdivision ordinances, zoning ordinances, and environmental regulations. If the City determines that Said Plat does not comply, the City may, at its option, refuse to allow construction or development. work in the plat until the Developer so complies. Upon the City's demand, the Developer shall cease work until there is compliance. G. Prior to the execution of this Agreement and prior to the start of any construction on Said Plat, Developer shall provide the City with evidence of good and marketable title to all of Said Plat. Evidence of good and marketable title shall consist of a Title Insurance Policy or Commitment from a national title insurance company, or an abstract of title updated by an abstract company registered under the laws of the State of Minnesota. H. Developer shall comply with all water, ponding and wetland related restrictions, if any, required by the Wright County Soil and Water Conservation District and/or the City and any applicable provisions of State or Federal law or regulations. I. Developer shall obtain all required driveway, utility and other permits as required by either the City Engineer, Wright County and/or the State of Minnesota. 14. Violation of Agreement. In the case of default by the Developer, its successors or assigns, of any of the covenants and agreements herein contained, the City shall give Developer thirty (30) days mailed notice thereof (via certified mail), and if such default is not cured within said thirty (30) day period, the City is hereby granted the right and the privilege to declare any deficiencies governed by this Agreement due and payable to the City in full. The thirty (30) day notice period shall be deemed to run from the date of deposit in the United States Mail. Upon failure to cure by Developer, the City may thence immediately and without notice or consent complete some or all of the Developer's obligations under this Agreement, and bring legal action against the Developer to collect any sums due to the City pursuant to this Agreement, plus all costs and attorney's fees incurred in enforcing this agreement. The City may also specially assess all said costs incurred upon default against the properties in Said Plat pursuant to the terms of this agreement. Notwithstanding the 30-day notice period provided for above, in the event that a default by Developer will reasonably result in irreparable harm to the environment or to public property, or result in an imminent and serious public 17 safety hazard, the City may immediately exercise all remedies available to it under this agreement in an effort to prevent, reduce or otherwise mitigate such irreparable harm or safety hazard, provided that the City makes good-faith, reasonable efforts. to notify the Developer as soon as is practicable of the default, the projected irreparable harm or safety hazard, and the intended actions of the City to remedy said harm. This paragraph of this Agreement shall not apply to any acts or rights of the City under paragraph 4E, and no notice need be given to the Developer as a condition precedent to the City drawing upon the expiring irrevocable letter of credit as therein authorized. The City may elect to give notice to Developer of the City's intent to draw upon the surety without waiving the City's right to draw upon the surety at a future time without notice to the Developer. Breach of any of the terms of this Contract by the Developer shall be grounds for denial of building permits. 15. Dedications to the City. A. Municipal Improvement Dedications. The Developer, upon presentation to the City of evidence of good and marketable title to Said Plat, and upon completion of all construction work and certification of completion by the City Engineer, shall dedicate all street right-of--ways and drainage and utility easements to the City. Upon acceptance of dedication, Developer shall provide to the City "As-Builts" (both in paper form and electronic form as required by the City Engineer) of all publicly dedicated streets, utilities, storm sewers, storm water ponds and other Municipal Improvements required under this Agreement. Acceptance by City of any dedication shall occur upon passage of a resolution to such effect by the City Council, provided, however, that the City shall not accept the storm water pond as a completed constructed unit for purposes of satisfying Developer's pond construction obligations under this Agreement until after the last lot in Said Plat has a completed building constructed upon it and the City's Engineer confirms that the pond does not contain an excessive amount of silt and other solid materials as a result of the development activity on Said Plat. B. Park Dedication. The Developer is required to pay a cash contribution of $47,560 in satisfaction of the City's park and trail dedication requirements. 18 This charge is calculated as follows: 5.8 acres x $8,200 per acre = $47,560.00. C. Lift Station Property Dedication and Construction. The Developer shall deed Outlot B to the City for use as a sanitary sewer lift station to be constructed by the City (the "Lift Station"). The City shall make good faith efforts to have the Lift Station constructed and operational by March 31, 2008. For purposes of this Section 15(C), "constructed and operational" shall mean that the Lift Station shall be ready for use by the public for its intended purpose consistent with other City lift stations and at such time as the City's engineer has certified in writing that the Lift Station has been completed in accordance with the plans and specifications therefore and in accordance with applicable laws and regulations, and so as not to delay the issuance of any requisite permits, consents, approvals or like items in connection with the development of Albertville Marketplace, including any certificates of occupancy for tenants or Lot Owners. The City shall keep the Developer informed as to the progress of the construction of the Lift Station. In the event construction falls behind schedule, the City shall notify Developer in writing as soon as practicable under the circumstances and Developer and the City shall meet to determine the appropriate method for getting the Lift Station construction on schedule. The City's timely performance under this paragraph is contingent upon Developer deeding said Outlot B to the City no later than July 16, 2007, and Developer allowing the City's Lift Station contractor continuous access to Outlot B and a designated staging area for the Lift Station construction in the immediate vicinity of Outlot B 16. Indemnity. Developer shall hold the City and its officers and employees harmless from claims made by Developer and third parties for damages sustained or costs incurred resulting from Said Plat approval and development. The Developer shall indemnify the City and its officers and employees for all costs, damages or expenses which the City may pay or incur in consequence of such claims, including attorney's fees. Third parties shall have no recourse against the City under this contract. 17. Assignment of Contract. 19 The obligations of the Developer under this Contract can be assigned by the Developer. However, the Developer shall not be released from its obligations under this contract without the express written consent of the City Council through Council resolution. 18. Limited Approval. Approval of this Agreement by the City Council in no way constitutes approval of anything other than that which is explicitly specified in this Agreement. 19. Professional Fees. The Developer will pay all reasonable professional fees incurred by the City as a result of City efforts to enforce the terms of this Agreement. Said fees include attorney's fees, engineer's fees, planner's fees, and any other professional fees incurred by the City in attempting to enforce the terms of this Agreement. The Developer will also pay all reasonable attorney's fees and professional fees incurred by the City in the event an action is brought upon a letter of credit or other surety furnished by the Developer as provided herein. 20. Plans Attached as Exhibits. All plans attached to this Agreement as Exhibits are incorporated into this Agreement by reference as they appear. Unless otherwise specified in this agreement, Developer is bound by said plans and responsible for implementation of said plans as herein incorporated. 21. Integration Clause, Modification by Written Agreement Only. This Agreement represents the full and complete understanding of the parties and neither party is relying on any prior agreement or statement(s), .whether oral or written. Modification of this Agreement may occur only if in writing and signed by a duly authorized agent of both parties. 22. Notification Information. Any notices to the parties herein shall be in writing, delivered by hand (to the City Clerk for the City) or registered mail addressed as follows to the following parties: City of Albertville 20 c/o City Clerk P.O. Box 9 Albertville, MN 55301 Telephone: (763) 497-3384 Albertville Marketplace, LLC 501 E. South Street Belle Plaine, MN 56011 23. Agreement Effect. This Agreement shall be binding upon and extend to the representatives, heirs, successors and assigns of the parties hereto. CITY OF ALBERTVILLE Its Mayor It Clerk ALBERTVILLE MARKETPLACE, LLC ~ ~ -. r By ~ Its Chief Manager 21 STATE OF MINNESOTA ) ss. COUNTY OF WRIGHT ) The foregoing instrument was acknowledged before me this `7 day of cc ~; . ~ 2007, by Ron Klecker as Mayor of the City of Albertville, a mnesota municipal corporation, on behalf of the city and pursuant to the authority of the City Council. Notary Public STATE OF MINNESOTA ) ) SS COUNTY OF WRIGHT ) 'y~~~ -~ s) P~~`I~;J';Y PL~i~LlC~iai(i~NESOTA ~~~':,~~ i,~iv C:ortt~it. Exp. Jan. 3+, 2400 ~ .... ,~, The foregoing instrument was acknowledged before me this day of y~~kr 2007, by Bridget Miller, as Clerk of the City of Albertville, a linnesota municipal corporation, on behalf of the city and pursuant to the authority of the City Council. Notary Pub STATE OF MINNESOTA ) ) SS. COUNTY OF WRIGHT ) TDRI ANN l,EON~IARDT NC~rtARY PUBLJ~C•RliP7NESOTA a~ ~'ar~tt~, , ~l~. 31, 2009 ~:.`~: ~ The foregoing instrument was acknowledged before me this 2.~ day of ~U~I. 2007, by Philip A. Morris as Chief Manager of Albertville Marketpla , LLC. e- .mss ANNE CHELSEA LOHNIER a~ NOTARYPUBUC-MINNESOTA Notary Public y`~ .~ My Commission Expires Jan. 31, 2010 DRAFTED BY: t'` Couri, MacArthur & Ruppe Law 22 Office P.O. Box 369 705 Central Avenue East St. Michael, MN X5376 (763) 497-1930 23 EXHIBIT A TO DEVELOPER'S AGREEMENT The legal description of the Plat to which this Developer's Agreement applies is as follows: Lots 1, 2, 3, and 4 Outlots A and B and C All such property in the plat of Albertville Marketplace, as said plat is on file in the Wright County Recorder's Office, Wright County, Minnesota. 24 ;,~ , ~, . TF~ Na9-!: ao'e _.,,.''g2a.ai 0. 37 i uG. ~~~~Za e~ ~ ~ N00'l fi'00'W ~ 8 607N $7J~T ~~ 75.00 <" ._ °~U..e lC.SAH At7. 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I ~ ~ ~~ ~ ~ ~ rn ~ m' ! n~ n ~. rn ~ ~ ~ ~. ~v ~a ~o ~ ~~ ~~~~~ ~: m~=~~ ~ ~=z~~ ~~ `~ ~o =~~qo H W U 'r1 N ~I T T ~~~ALBERTVIL,LE + ~ .:~..~.~~ ~.~, MARKET PLACE I MORTGAGEE CONSENT TO DEVELOPER'S AGREEMENT Vermillion State Bank, the holder of a mortgage on a portion of the Property, the development of which is governed by the foregoing City of Albertville Planned Unit Development/Conditional Use Agreement Albertville Marketplace (the "Agreement"), hereby consents to the execution and filing of the Agreement and subordinates its interest as mortgagee in the Property to the Agreement. Dated this ~-~ ~`' day of July, 2007. STATE OF MINNESOTA ss. COUNTY OF .`t~4 ~c=`~`~° VERMILLION STATE BANK By:~~..kf~C1`, . ~ Its: V~~~ ~t'a31>~3~T The foregoing instrument was acknowledged before me thisday of ~~,~ , 2007, by K~yr~ #~~~2~ ;' the Vice Y'!ZG"~si~ ~ t~ of VERMILLION STATE BANK, a Minnesota corporation, on behalf of the corporation. of tae.,., ~.q:,.,~.,~ ~ JOAN M, OBRIEN Notary Public ~`~~~,~€ Minnesota ~~1 ~ ....~ ` ym ~xser• My L'ommission Expires January 31, 2008 ,r_~_ ~~, C--« > Notary blic 1145766.1