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2001 Maintenance Agreement~ ~ ~ ti CITY OF ALBERTVILLE MAINTENANCE AGREEMENT FOR LOTS IN ALBERTVILLE PLAZA ADDITION AGREEMENT, made this day of February, 2001, by and between the CITY OF ALBERTVILLE, a municipality of the State of Minnesota ("City") and ALBERTVILLE PLAZA, LLC, a Minnesota limited liability company and its successors and assigns as the term "Owner" is hereafter defined. 1. DEFINITIONS. The following terms, unless elsewhere defined specifically in this Agreement, shall have the meanings as set forth below: a. OWNER(S). Owner initially shall mean Albertville Plaza, LLC, a Minnesota limited liability company. It is acknowledged that Owner intends to sell the lots in the Plat. Each and all subsequent assignees of the Property or any portion thereof shall collectively be deemed to be an Owner for the purpose of this Agreement. If any portion of the Property becomes subject to a contract for deed, the contract for deed vendee shall deemed to be the Owner unless the contract for deed specifies otherwise and notice thereof is given to the City. In the event of an assignment, transfer or conveyance of the ownership of any of the Property without retaining any beneficial interest other than under the terms of a mortgage or without simultaneously acquiring a new interest on such parcel by way of leasehold, life estate or other possessory interest, then the obligations hereunder will be deemed assigned, transferred and conveyed to such transferee, assignee, or grantee; the obligations will be deemed assumed by such transferee, assignee or grantee with the interest so acquired. Not withstanding the foregoing, any mortgagee who takes title to such parcel by foreclosure or deed in lieu of foreclosure shall be liable to perform the obligations burdening such Property pursuant to this Agreement. b. PLAT. Plat means the Plat of Albertville Plaza on file and of record in the office of the Wright County Recorder comprising of real property located in the City of Albertville, Wright County, Minnesota. Said Plat consists of Lots 1 through 3, Block 1, and Outlot A. If Outlot A is subsequently replatted into one or more lots, it shall include such replatted Outlot A. c. PROPERTY. Property means the real property within the Plat owned by the Owner. d. SANITARY SEWER. Sanitary sewer shall mean all sanitary sewer pipes and appurtenances constructed in the Plat but shall not include the stubs to the individual lots within the Plat. It shall also include any subsequently installed sanitary sewer as part of any replatting of Outlot A but shall also exclude any c_ r + , stubs to individual lots that are platted as part of Outlot A. The legal description for the easement area of the portion of the Plat for sanitary sewer is set forth on the attached Exhibit A. e. STREETS. Streets shall mean those roadways installed in the Plat as presently reflected on the Plat together with any additional roadway that may hereafter be constructed on Outlot A. The legal description for the area for streets is set forth on Exhibit B. f. STORM SEWER. Storm sewer shall mean all storm sewer pipes and appurtenances constructed in the Plat. It shall also include any subsequently installed storm sewer as part of any replatting of Outlot A. The legal description for the easement area of the portion of the Plat for storm sewer is set forth on the attached Exhibit C. g. STORM WATER PONDS. Those portions of the Plat which have been set aside as storm water ponds as legally described in the attached Exhibit D into which storm water drains. h. WATER MAIN. Water main shall mean the water pipes and appurtenances constructed in the Plat but shall not include the stubs to the individual lots within the Plat. It shall also include any subsequently installed water pipes as part of the replatting of Outlot A, but shall not include any stubs to individual lots that are platted as part of Outlot A.. 2. .MAINTENANCE BY CITY. The City shall maintain, repair, and replace the sanitary sewer, storm sewer, streets, storm water ponds, and water main in the same manner and with the same degree of care as if they were owned by the City. Such maintenance shall include snow removal, street sweeping, and other maintenance and repair typically performed by the City. 3. MAINTENANCE COSTS. The City will periodically bill the Owner for its costs of performing the services under this Agreement. Such costs shall be reasonable and in proportion to the actual costs of the City performing such services. The total costs shall be allocated among the lots in the Plat in proportion to their square footage which is as follows: Lot 1, Block 1 25.56% Lot 2, Block 1 15.96% Lot 3, Block 1 15.88% Outlot A 42.60% TOTAL 100% Such charges shall be invoiced to the Owner and shall be due and payable by the Owner within thirty (30) days after invoicing ("Due Date") by the City. Bills not paid by the Due Date shall W _ ~ ~ ~, incur the standard penalty and interest established by the City for utility bills within the City. If any such payment is not made, the City may certify to Wright County the amounts due and payable with real estate taxes in the next calendar year; the parties agree that such certifications may be made under Minnesota Statutes, Chapter 444 or Chapter 429 in a manner similar to certifications for unpaid utility bills. The Owner hereby waives any and all procedural and substantive objections to the imposition of such charges on the respective lots. Further, the Owner hereby waives any and all procedural and substantive objections to special assessments for the aforementioned reasonable costs, including, but not limited to, notice and hearing requirements, and any claims that the charges or special assessments exceed the benefits to the lot. The Owner waives any appeal rights otherwise available pursuant to Minnesota Statutes Chapter 429.081. 4. INDEMNIFICATION OF CITY. Owner shall indemnify, defend and hold the City, its council, agents, employees, attorneys, and representatives harmless against and in respect of any and all claims, demands, actions, suits, proceedings, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies including interest, penalties, and attorney's fees, that the City incurs or suffers which arise out of, result from, or relate to the. City's performance of its duties hereunder. 5. ADJOINING PROPERTY. As a condition of approving the Plat and entering into this Agreement, the City has required that the adjoining property legally described in the attached Exhibit A have the right to connect to the streets located in the Plat at the option of the Owner of said adjoining property and the City. If such adjoining property utilizes the streets, then the City shall reallocate the costs of maintenance of the streets set forth in Paragraph 3 above to account for the use by the owners of the adjoining property. 6. TERMINATION OF AGREEMENT. The City may terminate this Agreement at any time after March 1, 2016 by giving the Owners one (1) year notice of such termination. The Owners shall have six (6) months from the time of such notice to form a legal entity in which all of the Owners have joined to carry on the maintenance obligations of this Agreement. Such entity and the terms of such maintenance obligation shall be subject to the approval of the City and appropriate documents shall be recorded with the Wright County Recorder to reflect such new agreement. If the Owners fail to take such action within six (6) months, the City shall form a legal entity for the Owners, which such entity shall be obligated to assume all maintenance, repair and replacement duties delineated in paragraph 2 above, and in such event, the Owners appoint the City as their attorney-in-fact for purposes of executing all necessary documentation to create said legal entity and obligate the Owners to reimburse said entity for all costs incurred by said entity in performing its duties under paragraph 2 above. In the event the City must form this entity, Owners agree to pay all costs, including all applicable attorney's fees, the City incurs related to the creation of said entity. The Owners shall have an interest in such entity and an obligation to pay maintenance costs in the same proportion as the percentages set forth in Paragraph 3. The City shall reallocate the percentage for Outlot A when it is replatted among the replatted lot(s). 7. NOTICES. All notices given or required to be given if directed to the City shall be directed to: City of Albertville, c/o City Clerk, P. O. Box 9, Albertville, Minnesota 55301. „.. All notices to the Owners shall be to the address to which real estate tax statements are sent to each of the Owners. 8. MISCELLANEOUS. This Agreement constitutes the entire agreement between the parties pertaining to maintenance. This Agreement shall be governed by Minnesota law. It is the intention of the parties that this Agreement be recorded with the Wright County Recorder and that all Owners and subsequent Owners of the Property shall be bound by the terms and conditions of this Agreement. CITY OF ALBERTVILLE a Municipality of the State of Minnesota By STATE OF MINNESOTA ) )ss. COUNTY OF ) John Olson Its Mayor and By Linda Goeb Its Clerk The foregoing instrument was acknowledged before me this day of 2001, by John Olson, the Mayor and Linda Goeb, the Clerk of the City of Albertville, a municipality under the laws of the State of Minnesota, on behalf of the City of Albertville. Notary Public ALBERTVILLE PLAZA, LLC a Minnesota Limited Liability Company By Reginald A. Plowman Its Chief Manager 1d ~ w STATE OF MINNESOTA ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2001, by Reginald A. Plowman, the Chief Manager of Albertville Plaza, LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Groth Law Firm, Ltd. 222 South Ninth Street Suite 2960 Minneapolis, MN 55402-3302