HomeMy WebLinkAbout#11 - Legacy at North Star Development Agreement STAFF REPORT
DATE: April 16, 2019
REGULAR
MOTION
TO: City Council
FROM: Ken Roberts, Planning Director
AGENDA ITEM: Legacy at North Star Second Addition Development Agreement
REVIEWED BY: Jack Griffin, City Engineer
Sarah Sonsalla, City Attorney
BACKGROUND:
Resolution 2019 - ____ approving the Final Plat of Legacy at North Star Second Addition indicates
that an executed Development Agreement is a condition of final plat approval and is required
before recording the final plat with Washington County.
ISSUE BEFORE CITY COUNCIL:
City staff is asking the City Council to adopt Resolution 2019 - ____ approving the Development
Agreement for the Legacy at North Star Second Addition.
REVIEW/ANALYSIS:
A condition of approval of the Legacy at North Second Addition Final Plat is that the developer
enter into a Development Agreement before the execution of the final plat by City officials. Staff
has drafted this Development Agreement which is attached for consideration by the City Council.
The key aspects of the agreement include the following components:
• That all public improvements to be completed by October 31, 2019, with the exception of
the final wear course of asphalt on streets.
• That the developer provide a letter of credit in the amount of $2,040,378 related to the cost
of the proposed improvements.
• That the developer provide a cash deposit of $513,515 for SAC and WAC charges,
engineering administration, one year of street light operating costs, AUAR and other City
fees. (Page 28)
The City Engineer has not yet approved the construction plans for the project. The City’s
Landscape Architect has not yet approved the final landscaping plans for this phase of the
development. Once the City Engineer approves the plans, the revision date of the approved plans
will be entered in to the development agreement. Once all the project plans have been approved,
and upon execution of this Agreement, receipt of all fees and securities, insurance, recording of
the final plat and the completion of a pre-construction meeting with the City, the developer may
start construction. The City Attorney has reviewed and approved the proposed development
agreement.
FISCAL IMPACT:
The future financial impacts of this development for the City include maintenance of streets, trails,
sanitary sewer mains, watermains and other public infrastructure, maintenance of storm water
ponding areas (after warranty period), monthly lease payments for street lights, and other public
financial responsibilities typically associated with a new development. The City will collect
building permit fees, Sewer Accessibility Charges and Water Accessibility Charges and property
taxes for the 74 lot single family residential subdivision.
RECOMMENDATION:
Staff recommends the City Council adopt Resolution 2019- approving the Development
Agreement for the Legacy at North Star Second Addition:
“Move to adopt Resolution 2019 - _____ approving the Development Agreement for Legacy
at North Star Second Addition Final Plat”
ATTACHMENTS:
• Resolution 2019-_____
• Legacy at North Star Second Addition Development Agreement
CITY OF LAKE ELMO
WASHINGTON COUNTY
STATE OF MINNESOTA
RESOLUTION NO. 2019-033
A RESOLUTION APPROVING A DEVELOPER’S AGREEMENT FOR THE LEGACY AT
NORTH STAR SECOND ADDITION FINAL PLAT
WHEREAS, the City of Lake Elmo is a municipal corporation organized and existing under the
laws of the State of Minnesota; and
WHEREAS, GWSA Land Development of Plymouth, MN (“applicant”) has previously
submitted an application to the City of Lake Elmo (“City”) for a Final Plat for Legacy at North Star
Second Addition Planned Unit Development; and
WHEREAS, the Lake Elmo City Council considered the Legacy at North Star Sketch Plan at its
June 6, 2017 meeting; and
WHEREAS, the Lake Elmo City Council approved the Legacy at North Star Preliminary Plat
and PUD on February 20, 2018; and
WHEREAS, the Lake Elmo City Council adopted Resolution 2019-026 on April 16, 2019
approving the Final Plat for the Legacy at North Star Second Addition; and
WHEREAS, a condition of approval of said Resolution 2019-026 , establishes that before
execution of the Final Plat by City officials, the Applicant shall enter into a Developer’s Agreement with
the City; and
WHEREAS, the Applicant and the City have agreed to enter into such a contract and a copy of
the Developer’s Agreement was submitted to the City Council for consideration at its April 16, 2019
meeting;
NOW, THEREFORE, BE IT RESOLVED THAT the City Council does hereby approve the
Developer’s Agreement for Legacy at North Star Second Addition and authorizes the Mayor and City
Clerk to execute the document.
Passed and duly adopted this 16th day of April, 2019 by the City Council of the City of Lake Elmo,
Minnesota.
________________________________________
Mike Pearson, Mayor
ATTEST:
____________________________________
Julie Johnson, City Clerk
563366v2 SJS LA515-61
(reserved for recording information)
DEVELOPMENT AGREEMENT
(Public sewer and water)
Legacy at North Star 2nd Addition
THIS DEVELOPMENT AGREEMENT is dated ______________, 2019, by and between the
CITY OF LAKE ELMO, a Minnesota municipal corporation (the “City”) and GWSA Land
Development, LLC, a Minnesota limited liability company (the “Developer”).
1. REQUEST FOR PLAT APPROVAL. The Developer has asked the City to approve a
plat for Legacy at North Star 2nd Addition (referred to in this Agreement as the “Subdivision”). The
property being platted is situated in the County of Washington, State of Minnesota, and is legally
described on Exhibit A.
2. CONDITIONS OF PLAT APPROVAL. The City hereby approves the Subdivision on
condition that the Developer enter into this Agreement, furnish the security required by it, and
record the plat with the County Recorder or Registrar of Titles within 180 days after the City
Council approves the final plat.
3. RIGHT TO PROCEED. This Agreement is intended to regulate the development of the
Property and the construction therein of certain public and private improvements. Unless
563366v2 SJS LA515-61
separate written approval has been given by the City, within the plat or land to be platted, the
Developer may not grade or otherwise disturb the earth, remove trees or construct public or
private improvements or any buildings within the Subdivision until all the following conditions
precedent have been satisfied:
A. the Developer has prepared deeds conveying fee title to Outlots A and C of Legacy at
North Star Second Addition to the City and provided copies of the executed deeds to the
City for recording with Washington County;
B. the Developer has executed and recorded with Washington County all drainage and
utility easements required for the Subdivision by the City Engineer and Public Works
Director in the City’s standard form or the easements have been dedicated to the City on
the plat;
C. this Agreement has been executed by the Developer and the City;
D. the required Security (as hereinafter defined) has been received by the City from or on
behalf of the Developer;
E. final construction plans and specifications have been submitted by the Developer and
approved by the City Engineer;
F. the Developer has paid the City for all legal, engineering, and administrative expenses
incurred by the City regarding the City approvals and has given the City the additional
City Engineering Administration Escrow required by this Agreement;
G. the Developer has paid any outstanding assessments and taxes for the property or
property being deeded to the City;
H. the Developer has escrowed money with the City in an amount sufficient to pay the
estimated property taxes attributable to Outlots A and C for 2019. If Outlots A and C are
to be conveyed to the City after July 1, 2019, the Developer must escrow money with the
563366v2 SJS LA515-61
City in an amount sufficient to pay the estimated property taxes attributable to Outlots A
and C for 2020;
I. the Developer has fulfilled any park dedication requirements as specified under this
Agreement;
J. the Developer has received all necessary permits from the MPCA, MDH, DNR, applicable
watershed, Washington County, and any other agency having jurisdiction over the
Subdivision;
K. the Developer has provided the City with a certificate of insurance required by this
Agreement;
L. the Developer, the Developer’s engineer and the Developer’s contractor(s) have initiated
and attended a preconstruction meeting with the City Engineer, and City staff;
M. the final plat has been recorded with Washington County;
N. all homeowners’ association declarations, covenants, and restrictions have been
submitted, reviewed, and approved by the City Attorney;
O. a title insurance policy has been issued in the amount of $100,000 in favor of the City
insuring Outlots A and C and the City’s interests as they appear on the plat; and
P. the City has issued a written notice that all above conditions have been satisfied and that
the Developer may proceed.
4. PHASED DEVELOPMENT. If the plat is a phase of a multi-phased preliminary plat,
the City may refuse to approve final plats of subsequent phases of the development if the
Developer is not in compliance with any term of this Agreement and the non-compliance has not
been remedied. Development of subsequent phases of the development may not proceed until
development agreements for such phases are approved by the City. Park dedication charges
and availability charges for sewer and water referred to in this Agreement are not being imposed
563366v2 SJS LA515-61
on outlots that are designated in the plat for future subdivision into lots and blocks, if any, in the
plat. Such charges will be calculated and imposed when these outlots, if any, are platted into lots
and blocks.
5. PRELIMINARY PLAT STATUS. If the Subdivision is a phase of a multi-phased
preliminary plat, the preliminary plat approval for all phases not final platted shall lapse and be
void unless final platted into lots and blocks, not outlots, within seven years after preliminary plat
approval.
6. CHANGES IN OFFICIAL CONTROLS. For five 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 final plat unless
required by state or federal law or agreed to in writing by the City and the Developer. Thereafter,
notwithstanding anything in this Agreement to the contrary, to the full extent permitted by state
law, the City may require compliance with any changes to the City's Comprehensive Plan, official
controls, platting or dedication requirements enacted after the date of this Agreement.
7. DEVELOPMENT PLANS. The Developer agrees to develop the Property in
accordance with the City approvals, including the terms and conditions of approval of the final plat
as detailed in City Council Resolution No. 2019 - ___and to construct all improvements in
accordance with the approved construction plans and specifications (collectively, the “Plans”)
prepared by a professional engineer registered in the State of Minnesota at its sole expense. All
terms and conditions of the City approvals are hereby incorporated by reference into this
Agreement. The documents which constitute the Plans are those on file with and approved by
the City and are listed on Exhibit B attached hereto. The Plans may not be modified by the
Developer without the prior written approval of the City.
8. IMPROVEMENTS. In developing the Subdivision in accordance with the Plans, the
Developer shall make or install at its sole expense the following public and private improvements
563366v2 SJS LA515-61
(collectively, the “Subdivision Improvements”):
A. Grading and erosion control;
B. Sanitary sewer;
C. Water system improvements;
D. Stormwater improvements (storm sewer pipe, control structures, ponds, BMPs,
etc.)
E. Streets and sidewalks;
F. Trails;
G. Underground private utilities;
H. Landscaping;
I. Street lighting and signage;
J. Intersection improvements (turn lanes, by-pass lanes, traffic control, etc.);
K. Tree preservation and reforestation;
L. Wetland mitigation and buffers; and
M. Monuments required by Minnesota Statutes.
All improvements shall be installed in accordance with the approved Plans, the City
approvals, the City Code, the City’s Engineering Design and Construction Standards Manual, and
the City’s Landscape and Irrigation Standards. The Developer shall instruct its engineer to
provide adequate field inspection personnel to assure an acceptable level of quality control to the
extent that the Developer's engineer will be able to certify that the construction work meets the
approved Plans, the City approvals, the City Code, the City’s Engineering Design and
Construction Standards Manual, and the City’s Landscape and Irrigation Standards as a condition
of City acceptance. In addition, the City may, at the City's discretion and at the Developer's
expense, have one or more City inspectors or a soil engineer inspect the Developer’s work on a
full or part-time basis. The Developer's engineer shall provide for on-site project management.
The Developer's engineer is responsible for design changes and contract administration between
the Developer and the Developer's contractor.
9. CITY ADMINISTRATION AND CONSTRUCTION OBSERVATION. At the time of the
City’s approval of the final plat for the Subdivision, the Developer shall submit to the City an
563366v2 SJS LA515-61
amount to be escrowed by the City for City administration and construction observation costs in
an amount provided under paragraph 35 of this Agreement - Summary of Security Requirements.
Thereafter, the Developer shall reimburse the City each month, within 30 days of receiving an
invoice, for all administration and construction observation costs incurred by the City during the
construction of the Subdivision Improvements by the City’s engineering, public works, planning,
and landscape architecture staff and consultants. After 30 days of the invoice, the City may draw
upon the escrow and stop the work on site until the escrow has been replenished in its full amount.
City administration and oversight will include monitoring of construction progress and construction
observation, consultation with the Developer and the Developer’s professionals on status or
problems regarding the project, coordination for testing, final inspection and acceptance, project
monitoring during the warranty period, and processing of requests for reduction in the Security.
Construction observation shall include, at the discretion of the City, part or full time inspection of
proposed public utilities and street construction. Services will be billed by the City on an hourly
basis.
The direction and review provided by the City through the inspection of the Subdivision
Improvements should not be considered a substitute for the Developer-required management of
the construction of the Subdivision Improvements. The Developer must require the Developer’s
contractor(s) to furnish the City with a schedule of proposed operations at least five days prior to
the commencement of construction of each type of Subdivision Improvement. The City shall
inspect all Developer-installed Subdivision Improvements during and after construction for
compliance with the Plans, the City approvals, the City Code, the City’s Engineering Design and
Construction Standards Manual, and the City’s Landscape and Irrigation Standards. The
Developer will notify the City at such times during construction as the City requires for inspection
purposes. Such inspection is pursuant to the City’s governmental authority, and no agency or
joint venture relationship between the City and the Developer is thereby created.
563366v2 SJS LA515-61
10. CONTRACTORS/SUBCONTRACTORS. City Council members, City employees,
and City Planning Commission members, and corporations, partnerships, and other entities in
which such individuals have greater than a 25 percent ownership interest or in which they are an
officer or director may not act as contractors or subcontractors for the Subdivision Improvements
identified in Paragraph 8 above.
11. TIME OF PERFORMANCE. The Developer shall install all required Subdivision
Improvements by October 31, 2020[CA1], with the exception of the final wear course of asphalt on
streets. The Developer shall install the bituminous wearing course of streets after the first course
has weathered a winter season, consistent with warranty requirements, however, final acceptance
of the Subdivision Improvements by the City will not be granted until all work is completed,
including the final wear course. The Developer may, however, request an extension of time from
the City. If an extension is granted, it shall be conditioned upon updating the Security posted by
the Developer to reflect cost increases and amending this Agreement to reflect the extended
completion date. Final wear course placement outside of this time frame must have the written
approval of the City Engineer.
12. MAIN TENANCE DURING CONSTRUCTION. The Developer shall be responsible for
all maintenance of the Subdivision Improvements including the snow plowing of the streets, roads,
and alleys until the Subdivision Improvements are accepted by the City in writing. The Developer
is also responsible to locate all underground utilities until the Subdivision is accepted in writing by
the City. Warning signs shall be placed by the Developer when hazards develop in streets to
prevent the public from traveling on same and to direct attention to detours. If and when streets
become impassable, such streets shall be barricaded and closed by the Developer. In the event
residences are occupied prior to completing streets, the Developer shall maintain a smooth
surface and provide proper surface drainage to ensure that the streets are passable for traffic and
emergency vehicles. The Developer shall be responsible for keeping streets within and without
563366v2 SJS LA515-61
the Subdivision clean and clear of dirt and debris that may spill, track, or wash onto the street
from the Developer’s operations. The Developer shall contract for street cleaning for streets
within and immediately adjacent to the Subdivision. At a minimum, scraping and sweeping shall
take place on a weekly basis.
Before the City’s acceptance of the streets, the City may agree, at the City’s sole
discretion, to keep the streets open during winter months by plowing snow. The City will consider
snow plowing streets on a case by case basis and under the following conditions: 1) the Developer
must request in writing the streets it is requesting to be plowed by the City, with such request
received prior to October 1st of each winter season that plowing is requested; 2) there must be
residences along the street; 3) for streets that do not have the bituminous wear course placed,
the Developer must install paved wedges along all curb lines and catch basins of the street; 4)
gate valves and manholes must be level with the pavement surface; 5) street curves, center
medians, and other protrusions in the right-of-ways must be delineated with “HI-VIS” fiberglass
stakes; 6) a site review must be scheduled by the Developer and conducted with the City’s Public
Works Department with the Developer in attendance to review the streets that are being
requested to be plowed prior to the commitment of plowing by the City; 7) the Developer must
agree not to hold the City responsible for any damage caused by snow plowing operations to the
streets, curb and gutter, manholes, catch basins, or other infrastructure; and 8) the Developer
shall enter into an agreement with the City for plowing of the streets.
13. LICENSE. The Developer hereby grants the City, its agents, employees, officers, and
contractors a license to enter the Property to perform all work and inspections deemed
appropriate by the City in conjunction with the development of the Property and this Agreement.
14. CONSTRUCTION ACCESS. Construction traffic access and egress for grading, public
utility construction, and street construction is restricted to access the Subdivision via Lake Elmo
Avenue at 39th Street North. No construction traffic is permitted on other adjacent local streets.
563366v2 SJS LA515-61
15. CONSTRUCTION SEQUENCE AND COMPLIANCE. The City will require the
Developer to construct the Subdivision Improvements in a sequence which will allow progress
and compliance points to be measured and evaluated. The Developer and the Developer’s
representatives are required to supervise and coordinate all construction activities for all
Subdivision Improvements and must notify the City in writing stating when the work is ready for
the inspection at each of the measurable points defined in the following paragraphs.
16. EROSION CONTROL. All construction regarding the Subdivision Improvements shall
be completed in a manner designed to control erosion and in compliance with the City Code, the
City’s Engineering Design and Construction Standards Manual, all watershed district permits, the
Minnesota Pollution Control Agency’s best management practices, and other requirements
including the City’s permit with the Minnesota Pollution Control Agency for the municipal separate
storm sewer system program. Prior to initiating any work on the site, an erosion control plan must
be implemented by the Developer and inspected and approved by the City. Erosion and sediment
control measures shall be coordinated with the various stages of development. The City may
impose additional erosion control requirements at any stage in development as deemed
necessary to maintain a compliant site. All areas disturbed for site improvements must be
reseeded by the Developer promptly after the work in the area is complete unless construction of
the next stage of the improvements will begin in that area within seven days. The parties
recognize that time is of the essence in controlling erosion.
If the Developer does not comply with the erosion control plan and schedule or
supplementary instructions received from the City, the City may take such action as it deems
appropriate to control erosion. The City will endeavor to notify the Developer in advance of any
proposed action, but failure of the City to do so will not affect the Developer's and City's rights or
obligations hereunder. If the Developer does not reimburse the City for any cost the City incurred
for such work within 10 days, the City may draw down the Security to pay any costs. No
563366v2 SJS LA515-61
development, utility, or street construction will be allowed and no building permits will be issued
by the City unless the Subdivision is in full compliance with the approved erosion control plan.
If the City issues building permits before the acceptance of public Subdivision
Improvements, the Developer assumes all responsibility for erosion control compliance
throughout the Subdivision and the City may take such action as allowed by this Agreement
against the Developer for any noncompliant issue as stated above. The City will require erosion
control plans for individual lots in accordance with the City’s building permit requirements, or as
required by the City or City Engineer.
17. SITE GRADING. In order to construct the Subdivision Improvements and otherwise
prepare the Property for development, it will be necessary for the Developer to grade the
Subdivision. All grading must be done in compliance with this Agreement and the approved
grading plans. Within 30 days after completion of the grading, the Developer shall provide the
City with an “as built” grading plan and a certification by a registered land surveyor or engineer
as required in the City’s Engineering Design and Construction Standards Manual.
18. STREET AND UTILITY IMPROVEMENTS. All storm sewers, sanitary sewers,
watermain, and streets, including turn lane and intersection improvements, shall be installed in
accordance with the approved Plans, the City approvals, the City Code, and the City’s
Engineering Design and Construction Standards Manual. Curb and gutter, the first lift of the
bituminous streets, sidewalks, boulevards graded, street signs installed, and all restoration work
on the site shall be completed in accordance with the approved Plans. Once the work is
completed, the Developer or the Developer’s representative shall submit a written request to the
City asking for an inspection of the initial improvements. The City will then schedule a walk-
through to create a punch list of outstanding items to be completed. Upon receipt of the written
punch list provided by the City, the punch list items must be completed by the Developer and the
City notified to re- inspect the improvements. The final bituminous wear course shall be installed
563366v2 SJS LA515-61
by the Developer after the first bituminous course has weathered a winter season. Before the
placement of the final bituminous wear course, the Developer shall repair or replace all broken or
failing curbs, sidewalks and damaged or settled streets as determined by the City from a pre-wear
course walk through inspection.
19. LANDSCAPING AND TREE REPLACEMENT IMPROVEMENTS.
A. The Developer agrees to install or cause to be installed landscaping in accordance
with the approved Plans, the City approvals, the City Code, the City’s Engineering
Design and Construction Standards Manual, and the City’s Landscape and Irrigation
Standards. All landscaping materials such as trees, shrubs, grasses, or other
vegetation installed by the Developer must be warrantied and maintained for a period
of two years. The two year warranty period shall be deemed to start once all required
landscaping identified as responsibility of Developer in the approved Plans has
received acceptance by the City. The Developer agrees to have the installer
complete an inspection 30 days prior to the end of the two year warranty period and
provide the City with a written report identifying the condition of all landscaping. In
the event any landscaping installed by the Developer is deemed to be in poor
condition or dead, the Developer is to replace the landscaping with like kind materials
or as otherwise approved by the City.
B. The Developer shall be responsible for maintaining regular watering, fertilizing, and
over-seeding necessary to establish final lawns and yards as identified in the
approved Plans for outlots, public rights-of-way, and any disturbed areas outside the
Subdivision boundaries according to a landscape maintenance plan approved by the
City. The Developer agrees to achieve “substantial performance” on all seeded or
sodded lawns and yards disturbed during the construction of Subdivision
Improvements. For the purpose of this Agreement “substantial performance” shall
be defined for areas seeded or sodded with a turf or lawn mix as “square foot turf
563366v2 SJS LA515-61
areas with an average blade height of three inches free of eroded, bare, or dead
spots and free from perennial weeds or unwanted grasses with no visible surface
soil.” For areas seeded with a native grass or flower mix “substantial performance”
shall be defined as “square foot native grass or flower areas with an average height
of eight inches free of eroded, bare, or dead spots and no visible surface soil.”
20. SIGNAGE, STREET LIGHTING AND OTHER UTILITIES. The Developer agrees to
install street signs, traffic and parking signs, and pavement markings within the Subdivision all in
accordance with the approved Plans and the City Engineering Design Standards Manual. Street
and traffic sign details shall be submitted by the Developer to the City for approval before their
installation. In addition, the Developer shall be responsible for the cost and all coordination work
to extend private utilities along with street lighting within the Subdivision all in accordance with
the approved plans and right-of-way permits.
21. OWNERSHIP OF IMPROVEMENTS. Upon completion of the work and construction
required by this Agreement, the Subdivision Improvements lying within public easements shall
become City property. Prior to acceptance of the public Subdivision Improvements by the City,
the Developer must furnish the City with a complete set of reproducible "record" plans and an
electronic file of the "record" plans in accordance with the City’s Engineering Design and
Construction Standards Manual together with the following aff idavits:
- Developer/Developer Engineer’s Certificate
- Land Surveyor’s Certificate
certifying that all construction has been completed in accordance with the terms of this
Agreement. All necessary forms will be furnished by the City. Upon receipt of “record plans” and
affidavits, and upon review and verification by the City Engineer that the public Subdivision
Improvements have been completed in accordance with the terms of this Agreement, the City
Engineer will accept the completed public Subdivision Improvements.
563366v2 SJS LA515-61
22. PARK DEDICATION. The total required park dedication for the entire Legacy at North
Star subdivision is 10 percent of the total area being platted (10 percent of 98.93 acres = 9.893
acres). The Developer satisfied a portion of the park dedication requirements for the entire
Legacy at North Star subdivision with the conveyance of Outlot D of Northport 1st Addition to the
City pursuant to the Memorandum of Understanding between GWSA Land Development, LLC
and the City entered into on October 3, 2017 and recorded on November 15, 2017 as Document
4135230 that allowed the Developer to use Outlot D of Northport 1st Addition towards its park
dedication requirements for Legacy at North Star. Outlot D of Northport 1st Addition is 6.51 acres
in size. Therefore, after applying the 6.51 acre credit to the 9.893 acres that is required, the
Developer is only responsible for an additional 3.383 acres of park dedication.
With the Legacy at North Star 1st Addition, the Developer platted 27.2 acres of land which
required park dedication of 2.72 acres. By subtracting 2.72 acres from the 6.51 acres of land the
City accepted from Outlot D of Northport, the Developer had a credit of 3.79 acres of park
dedication remaining. With the 3.79 acres of credit available to the Developer and only 2.28 acres
of park dedication needed for the Subdivision, the Developer is not being required to dedicate any
additional land or pay any park dedication fees for the Subdivision. The 2.28 acres of park
dedication will be subtracted from the Developer’s credit of 3.79 acres, leaving 1.51 acres of park
dedication credit remaining for future phases of the development.
After the remaining credit of 1.51 acres is used in a future phase of the development, the
Developer will be responsible for paying a cash contribution of $278,668 in order to satisfy the
remaining park dedication requirements for the future phases. The amount of the cash
contribution was calculated as follows: 10 percent of the value of 98.93 acres within the entire
preliminary plat area ($816,173) less the value of Outlot D of Northport 1st Addition ($537,505).
23. VILLAGE AREA AUAR FEE. The Developer shall be responsible for the payment of
the Village Area Alternative Urban Areawide Review (AUAR) fee as adopted by the City Council
563366v2 SJS LA515-61
with respect to the environmental review completed by the City. The Village Area Alternative
Urban Areawide Review (AUAR) fee in the amount of $230.00 per REC shall be paid by the
Developer prior to the City releasing the final plat for recording. The total amount to be paid by
the Developer is $17,020.00.
24. SANITARY SEWER AND WATER UTILITY AVAILABILITY CHARGES (SAC AND
WAC). The Developer shall be responsible for the payment of all sewer availability charges
(SAC) and all water availability charges (WAC) with respect to the Subdivision Improvements
required by the City and any state or metropolitan government agency.
The sewer availability charge (SAC) in the amount of $3,000.00 per REC shall be paid by
the Developer to the City before recording the final plat. The total amount to be paid by the
Developer is $222,000.00.
The water availability charge (WAC) in the amount of $3,000.00 per REC shall be paid by
the Developer to the City prior to recording the final plat. The total amount to be paid by the
Developer is $222,000.00.
In addition, a sewer connection charge in the amount of $1,000.00 per REC, a
Metropolitan Council sewer availability charge in the amount of $2,485.00 per REC, and a water
connection charge in the amount of $1,000.00 per REC will be payable by the Developer and
collected by the City at the time the City issues a building permit for each lot.
25. STREET LIGHTS.[CA2] The Developer is responsible for the cost of street light
installation consistent with a street lighting plan approved by the City. Before the City signs the
final plat, the Developer shall post a Security for street light installation consistent with the
approved plan. The required Security is $18,975.00 and consists of five decorative lights at
$3,795.00 each. The Developer shall also pay the City $129/light ($645.00) to reimburse the City
for the first year operating costs for the street lights.
563366v2 SJS LA515-61
26. WETLAND MITIGATION. The Developer shall complete wetland mitigation/restoration
in accordance with the approved Plans and in accordance with any applicable Watershed or
agency permits. If the mitigation work is found to be incomplete or restoration is unsuccessful,
the City may draw down the Security at any time during the warranty period to perform the work
if the Developer fails to take corrective measures after being provided reasonable notice by the
City.
27. BUILDING PERMITS/CERTIFICATES OF OCCUPANCY.
A. The City will not issue a building permit for any lot within the Subdivision, or within a
completed phase of the Subdivision in a City preapproved phasing plan, until such
time that sanitary sewer, water, storm sewer, curbing, and one lift of asphalt has
been installed and tested for all public streets; boulevard grading has been
completed within the entire right-of-way (without hold down grading for the future
sidewalk or any other improvements); street and traffic control signs are installed;
property monuments have been installed and grading as-built plans have been
submitted and approved by the City. A “preapproved phasing plan” is defined as a
phased construction plan that has been submitted by the Developer and approved
by the City in advance of the preconstruction meeting for the Subdivision. Once the
construction has started, the City will not consider revisions to the phasing plan for
the purpose of issuing building permits.
B. The City Planning Director may authorize the City issuing two building permits for
“model homes” before the completion of the Subdivision Improvements described in
paragraph 27 (A) above, if there is safe public access to the lots that is sufficient to
allow construction to proceed and there is a grading as-built plan approved by the
City for the lot and all downstream storm water drainage facilities. However, the City
will not issue a certificate of occupancy for any “model home” until all conditions
563366v2 SJS LA515-61
identified in paragraph 27 (A) above have been completed. The Developer shall use
the model home(s) only for real estate sales purposes and no other purposes.
C. Before the City issues building permits, the developer shall place wetland buffer
monuments in accordance with the City’s zoning ordinance. The monument design
shall be approved by the City Planning Department.
D. Breach of the terms of this Agreement by the Developer, including nonpayment of
billings from the City, shall be grounds for denial of building permits, certificates of
occupancy, and withholding of other permits, inspections, or actions and the halting
of all work in the Subdivision.
E. If the City issues building permits before the acceptance of the public Subdivision
Improvements by the City, the Developer assumes all liability and costs resulting in
delays in completion of public Subdivision Improvements and damage to public
Subdivision Improvements caused by the City, the Developer, the Developer’s
contractors, subcontractors, materialmen, employees, agents, or any third parties.
F. If the City issues building permits before the construction of front yard sidewalks or
trails, the Developer assumes all responsibility for the coordination, liability and costs
to; 1) ensure that the sidewalks and trails are constructed before any driveways for
any lots with sidewalks or trails; 2) that the sidewalks and trails are constructed
continuously from end of street to end of street without exceptions or gaps in the
sidewalk or trail; 3) that there is a stop work order on all building construction for
impacted lots during the sidewalk and trail construction and curing periods to prohibit
traffic prior to City approval; and, 4) that all boulevard grading and restoration re-
work is completed immediately following the sidewalk or trail construction.
G. No sewer and water connection permits may be issued until the streets needed for
access have been paved with a bituminous surface and the utilities are tested and
approved by the City Engineer.
563366v2 SJS LA515-61
28. RESPONSIBILITY FOR COSTS.
A. In the event that the City receives claims from labor, materialmen, or others that work
required by this Agreement has been performed and the amounts due to them have
not been paid, and the laborers, materialmen, or others are seeking payment from
the City, the Developer hereby authorizes the City to commence an Interpleader
action pursuant to Rule 22, Minnesota Rules of Civil Procedure for the District
Courts, to draw upon the Security in an amount up to 125 percent of the claim(s) and
deposit the funds in compliance with the Rule, and upon such deposit, the Developer
shall release, discharge, and dismiss the City from any further proceedings as it
pertains to the funds deposited with the District Court, except that the Court shall
retain jurisdiction to determine attorneys' fees pursuant to this Agreement.
B. Except as otherwise specified herein, the Developer shall pay all costs incurred by
it or the City in conjunction with the development of the Subdivision, including but
not limited to legal, planning, engineering, and inspection expenses incurred in
connection with the City’s approval and acceptance of the plat and the Subdivision,
the preparation of this Agreement, the City’s review of construction plans and
documents, and all costs and expenses incurred by the City in monitoring and
inspecting development of the Subdivision. All amounts incurred and due to the City
at the time of the recording of the final plat must be fully paid by the Developer prior
to the City executing and releasing the final plat for recording.
C. The Developer shall hold the City and its officials, employees, and agents harmless
from claims made by itself and third parties for damages sustained or costs incurred
resulting from the City’s approval of the plat and the development of the Subdivision.
The Developer shall indemnify the City and its officials, employees, and agents for
all costs, damages, or expenses which the City may pay or incur in consequence of
563366v2 SJS LA515-61
such claims, including attorneys' fees.
D. The Developer shall reimburse the City for costs incurred in the enforcement of this
Agreement, including reasonable engineering and attorneys' fees.
E. The Developer shall pay, or cause to be paid when due, and in any event before any
penalty is attached, all special assessments referred to in this Agreement. This is a
personal obligation of the Developer and shall continue in full force and effect even
if the Developer sells one or more lots, the entire Property, or any portion of it.
F. The Developer shall pay in full all bills submitted to it by the City for obligations
incurred under this Agreement within 30 days after receipt. Bills not paid within 30
days shall be assessed a late fee per the City adopted fee schedule. Upon request,
the City will provide copies of detailed invoices of the work performed by the City
and its consultants.
29. SPECIAL PROVISIONS. The following special provisions shall apply to the
Subdivision:
A. Implementation of all changes and modifications to the plans requested by the City
Engineer in the memorandum addressing Legacy at North Star Second Addition Final Plat
and PUD Plans dated March 19, 2019.
B. Before starting construction and if applicable, the developer must obtain any Washington
County right-of-way permits ., drainage report and calculations must be submitted aaccess
control shall be dedicated to Washington County along CSAH 17/Lake Elmo Avenue
frontage.
C. The developer shall include in the Architectural Control guidelines the requirements that
villa lots utilize 4-sided architecture and garages facing the public right-of-ways to have
windows and/or other architectural features. These guidelines shall be subject to review
and approval by the City before the plat is recorded.
563366v2 SJS LA515-61
D. The Developer must notify all home builders about possible City outdoor watering
restrictions and that the home builders notify all home buyers that the City may impose
limits on outdoor water use including no watering of grass or sod, unless the applicant is
notified by the City that this notice is no longer required. Said decision about whether or
not this notice is no longer required shall be made at the sole discretion of the City. The
applicant shall have the City approve the notification message before recording the final
plat.[CA3]
E. The Developer must finish the streets in Legacy at North Star First Addition (with at least
the installation of curb and gutter and the base course of bituminous) before the City will issue
any building permits in this Subdivision.
F. The Developer shall install Traditionaire LED Downlights from Xcel Energy for the
Subdivision in lieu of the acorn street light with aluminum pole (all black) indicated in the City’s
Engineering Standards. Streetlights must be located only at intersections and ends of cul-de-
sacs.
G. Upon the recording of the final plat, the Developer shall convey Outlots A and C to the City
by warranty deed, free and clear of any and all encumbrances, unless otherwise agreed to by the
City.
H. The Developer shall install a temporary turnaround on the west or south end of 38th Trail
North. The temporary cul-de-sac along 38th Trail North must extend fully beyond Lot 3, Block 6
for the 2nd Addition, or that Lot 3, Block 6 is removed from the 2nd Addition Plat. The temporary
cul-de-sac cannot encroach on a lot proposed for platting[CA4]. The temporary turnarounds shall
remain in place until the Developer extends the streets to connect with other public streets with a
future phase of the Legacy at North Star development.
I. The Developer must obtain a sign permit from the City Building Official before the
installation of any subdivision identification signs.
563366v2 SJS LA515-61
J. If applicable, all public trails shall be located within outlots, at least 30’ feet in width and
either be dedicated to the City in the plat or an easement in a form acceptable to the City be
provided. The title policy to be provided to the City shall insure the City’s interests in the property.
[CA5]
K. The Developer shall enter into a Landscape License Agreement with the City that clarifies
the individuals or entities responsible for maintenance of any landscaping installed in areas
outside of land dedicated as public park and open space on the final plat.
30. MISCELLANEOUS.
A. The Developer may not assign this Agreement without the written permission of the
City Council. The Developer's obligations hereunder shall continue in full force and
effect even if the Developer sells one or more lots, the entire Property, or any portion
of it.
B. Retaining walls that require a building permit shall be constructed in accordance with
plans and specifications prepared by a professional engineer licensed by the State
of Minnesota. Following construction, a certification signed by the design engineer
shall be filed with the City Engineer evidencing that the retaining wall was
constructed in accordance with the approved Plans. All retaining walls identified on
the Plans or by special conditions referred to in this Agreement shall be constructed
before any other building permit is issued for a lot on which a retaining wall is
required to be built.
C. Homeowners’ association declarations, covenants, and restrictions and other
documents related to the homeowners’ association shall be submitted to the City
before recording of the final plat for review and approval by the City Attorney.
D. The Developer shall take out and maintain or cause to be taken out and maintained
until six months after the City has accepted the public Subdivision Improvements,
563366v2 SJS LA515-61
public liability and property damage insurance covering personal injury, including
death, and claims for property damage which may arise out of Developer's work or
the work of its subcontractors or by one directly or indirectly employed by any of
them.
Limits for bodily injury and death shall be not less than $500,000 for one person and
$1,500,000 for each occurrence; limits for property damage shall be not less than
$200,000 for each occurrence; or a combination single limit policy of $1,500,000 or
more. The City shall be named as an additional insured on the policy, and the
Developer shall file with the City a certificate of insurance evidencing coverage prior
to the City signing the plat. The certificate shall provide that the City must be given
30 days’ advance written notice of the cancellation of the insurance.
E. Third parties shall have no recourse against the City under this Agreement.
F. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this
Agreement is for any reason held invalid, such decision shall not affect the validity
of the remaining portion of this Agreement.
G. The action or inaction of the City 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.
The City's failure to promptly take legal action to enforce this Agreement shall not be
a waiver or release.
H. This Agreement shall run with the land and may be recorded against the title to the
Property at the Developer’s expense. The Developer covenants with the City, its
successors and assigns, that the Developer has fee title to the Property being final
platted and has obtained consents to this Agreement, in the form attached hereto,
from all parties who have an interest in the Property, including, but not limited to,
mortgagees; that there are no unrecorded interests in the Property being final
563366v2 SJS LA515-61
platted; and that the Developer will indemnify and hold the City harmless for any
breach of the foregoing covenants.
I. Each right, power, or remedy herein conferred upon the City is cumulative and in
addition to every other right, power, or remedy, express or implied, now or hereafter
arising, available to City, at law or in equity, or under any other agreement, and each
and every right, power, and remedy herein set forth or otherwise so existing may be
exercised from time to time as often and in such order as may be deemed expedient
by the City and shall not be a waiver of the right to exercise at any time thereafter
any other right, power, or remedy.
J. The Developer represents to the City that the Subdivision and the Subdivision
Improvements comply or will comply with all City, County, metropolitan, state, and
federal laws and regulations, including but not limited to: subdivision ordinances,
zoning ordinances, and environmental regulations. If the City determines that the
Subdivision is not in compliance, the City may, at its option, refuse to allow
construction or development work in the Subdivision until it is brought into
compliance. Upon the City’s demand, the Developer shall cease work until there is
compliance.
31. EVENTS OF DEFAULT. The following shall be "Events of Default" under this
Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement,
any one or more of the following events:
A. Subject to unavoidable delays, failure by the Developer to commence and complete
construction of the public Subdivision Improvements pursuant to the terms,
conditions and limitations of this Agreement.
B. Failure by the Developer to substantially observe or perform any material covenant,
condition, obligation, or agreement on its part to be observed or performed under
this Agreement.
563366v2 SJS LA515-61
32. REMEDIES ON DEFAULT. Whenever any Event of Default occurs, the City, subject
to any rights of third parties agreed to by the City pursuant to this Agreement, or otherwise by
written, executed instrument of the City, may take any one or more of the following:
A. The City may suspend its performance under the Agreement until it receives
assurances from the Developer, deemed adequate by the City, that Developer will
cure its default and continue its performance under the Agreement. Suspension of
performance includes the right of the City to withhold permits including, but not
limited to, building permits.
B. The City may initiate such action, including legal or administrative action, as is
necessary for the City to secure performance of any provision of this Agreement or
recover any amounts due under this Agreement from the Developer, or immediately
draw on the Security, as set forth in this Agreement.
33. ENFORCEMENT BY CITY; DAMAGES. The Developer acknowledges the right of
the City to enforce the terms of this Agreement against the Developer, by action for specific
performance or damages, or both, or by any other legally authorized means. In the event of a
default by the Developer as to construction or repair of any of the Subdivision Improvements or
any other work or undertaking required by this Agreement, the City may, at its option, perform the
work and the Developer shall promptly reimburse the City for any expense incurred by the City.
This Agreement is a license for the City to act, and it shall not be necessary for the City to seek
an order from any court for permission to enter the Subdivision for such purposes. If the City
does such work, the City may, in addition to its other remedies, levy special assessments against
the land within the Subdivision to recover the costs thereof. For this purpose, the Developer, for
itself and its successors and assigns, expressly waives any and all procedural and substantive
objections to the special assessments, including, but not limited to, hearing requirements, and
any claim that the assessments exceed the benefit to the land so assessed. The Developer, for
563366v2 SJS LA515-61
itself and its successors and assigns, also waives any appeal rights otherwise available pursuant
to Minnesota Statutes Section 429.081.
The Developer also acknowledges that its failure to perform any or all of the Developer’s
obligations under this Agreement may result in substantial damages to the City; that in the event
of default by the Developer, the City may commence legal action to recover all damages, losses,
and expenses sustained by the City; and that such expenses may include, but are not limited to,
the reasonable fees of legal counsel employed with respect to the enforcement of this Agreement.
34. WARRANTY. During the warranty period, the Developer warrants that all Subdivision
Improvements will be free from defects and that they will continue to meet all technical
specifications and standards. During the warranty period, the Developer agrees to repair or
replace any Subdivision Improvement, or any portion or element thereof, which shows signs of
failure, normal wear and tear excepted. If the Developer fails to repair or replace a defective
Subdivision Improvement during the warranty period, the City may repair or replace the defective
portion and may use the Security to reimburse itself for such costs. The Developer agrees to
reimburse the City fully for the cost of all Subdivision Improvement repair or replacement if the
cost thereof exceeds the remaining amount of the Security. Such reimbursement must be made
within 45 days of the date upon which the City notifies the Developer of the cost due under this
paragraph. The Developer hereby agrees to permit the City to specially assess any unreimbursed
costs against any lots in the Subdivision which have not been sold to home buyers if the Developer
fails to make required payments to the City. The Developer, on behalf of itself and its successors
and assigns, acknowledges the benefit to the lots within the Subdivision of the repair or
replacement of the Subdivision Improvements and hereby consents to such assessment and
waives the right to a hearing or notice of hearing or any appeal thereon under Minnesota Statutes,
Chapter 429.
563366v2 SJS LA515-61
A. The required warranty period for all work relating to the public sewer and water shall
be two years from the date of final written City acceptance of the work.
B. The required warranty period for all work relating to street construction, including
concrete curb and gutter, sidewalks and trails, materials, and equipment shall be
subject to one year from the date of final written acceptance of the work.
C. The required warranty period for sod, trees, and landscaping is two years from the
date of final written City acceptance of the installation.
35. SUMMARY OF SECURITY REQUIREMENTS. To guarantee compliance with the
terms of this Agreement, payment of special assessments, payment of the costs of all public
Subdivision Improvements, and construction of all public Subdivision Improvements, the
Developer shall furnish the City with an irrevocable letter of credit or a cash escrow or a
combination of a cash escrow and letter of credit (the “Security") in the amount of $__________.
The bank originating the letter of credit shall be determined by the City to be solvent and
creditworthy. The letter of credit shall substantially be in the form attached to this Agreement and
must be approved by the City. The amount of the Security was calculated as itemized on Exhibit
C. If at any time the City reasonably determines that the bank issuing the letter of credit no longer
satisfies the City’s requirements regarding solvency and creditworthiness, the City shall notify the
Developer and the Developer shall provide to the City within 45 days a substitute for the letter of
credit from another bank meeting the City’s requirements. If the Developer fails to provide the
City within 45 days with a substitute letter of credit from an issuing bank satisfactory to the City,
the City may draw under the existing letter of credit.
This breakdown is for historical reference; it is not a restriction on the use of the Security.
The City may draw down the Security, without notice, for any violation of the terms of this
Agreement or if the Security is allowed to lapse prior to the end of the required term. If the required
public Subdivision Improvements are not completed at least 30 days prior to the expiration of the
563366v2 SJS LA515-61
Security, the City may also draw it down. If the Security is drawn down, the proceeds shall be
used by the City to cure the default.
36. REDUCTION OF SECURITY. Upon written request by the Developer and upon receipt
of proof satisfactory to the City Engineer that work has been completed in accordance with the
approved Plans and the terms of this Agreement and that all financial obligations to the City have
been satisfied, the City Engineer may approve reductions in the Security in the following
instances:
A. Upon completion of grading operations, including temporary site restoration. The
Developer must submit an as-built grading survey to the City that at a minimum
establishes the as-built grades at all lot corners and downstream drainage
conveyance systems and storm water ponds. Upon inspection of the site and
approval of the as-built survey by the City, 100 percent, or $0, of the Security
associated with grading may be released. This Security reduction does not include
amounts related to erosion and sedimentation control.
B. Up to 75 percent of the Security associated with the itemization on Exhibit C may
be released upon completion of the following key milestones of the project as
determined by the City Engineer:
1. Construction Categories 2 and 3: The amount of $_________may be
released when all sanitary sewer and watermain utilities have been
installed, all testing and televising has been successfully completed,
sanitary sewer as-built inverts have been verified, and the utilities are
considered ready for use by the City Engineer.
2. Construction Categories 4 and 5: The amount of $_________may be
released when all streets, sidewalks, and storm sewer have been installed
and tested, and have been found to be complete to the satisfaction of the
City Engineer including all corrective work for any identified punch list items
563366v2 SJS LA515-61
and including verification of storm sewer as-built inverts, but not including
the final wear course.
3. Construction Categories 6-10 and 14-17: The amount of $________may
be released when all remaining Developer’s obligations under this
Agreement have been completed including: (1) bituminous wear course;
(2) street lighting and private utilities; (3) trails; (4) bio retention facilities;
(5) iron monuments for lot corners have been installed; (6) all financial
obligations to the City satisfied; (7) the required "record" plans in the form
of the City standards have been received and approved by the City; and
(8) the public Subdivision Improvements are accepted by the City Engineer
and the City Council.
4. Construction Category 11: The amount of _______may be released when
all Builder Landscaping Improvements have been installed to the
satisfaction of the City including all corrective work for any identified punch
list items.
5. Construction Categories 12, 13 and 14: The amount of $________may be
released when all Developer Landscaping Improvements have been
installed to the satisfaction of the City including all corrective work for any
identified punch list items.
C. Twenty-five percent of the original Security amount, excluding grading and landscaping
improvements shall be retained until: (1) all Subdivision Improvements have been fully
completed and accepted by the City, including all corrective work and warranty punch list
items; (2) all financial obligations to the City have been satisfied; and (3) the warranty
period has expired.
D. Twenty-five percent of the original Security amount associated with Developer
Landscaping Improvements shall be retained by the City until: (1) all Developer
563366v2 SJS LA515-61
Landscaping Improvements have been fully completed and accepted by the City, including
all corrective work and warranty punch list items being completed by the Developer; (2)
all financial obligations to the City have been satisfied; and (3) the warranty period has
expired.
E. Twenty-five percent of the original Security amount associated with Builder Landscaping
Improvements shall be retained by the City until: (1) all Builder Landscaping Improvements
have been fully completed and accepted by the City, including all corrective work and
warranty punch list items being completed by the Developer; (2) all financial obligations to
the City have been satisfied; and (3) the warranty period has expired.
F. In addition to the above project milestone based Security reductions, the Developer may
submit a written request and upon receipt of proof satisfactory to the City Engineer that
work is progressing in accordance with the approved Plans and the terms of this
Agreement and that all financial obligations to the City have been satisfied, the City
Engineer may approve a one-time reduction in the Security for Construction Categories
2-5 in an amount not to exceed 50 percent of the initial Security amount. This one-time
Security reduction does not apply to Categories 4-5 if boulevard sidewalks or trails have
not been installed.
G. It is the intent of the parties that the City at all times have available to it Security in an
amount adequate to ensure completion of all elements of the Subdivision Improvements
and other obligations of the Developer under this Agreement, including fees or costs due
to the City by the Developer. To that end and notwithstanding anything herein to the
contrary, all requests by the Developer for a reduction or release of the Security shall be
evaluated by the City in light of that principle.
37. SUMMARY OF CASH REQUIREMENTS. The following is a summary of the cash
requirements under this Agreement which must be paid to the City prior to recording the final plat:
563366v2 SJS LA515-61
Sewer Availability Charge (SAC): $222,000
Water Availability Charge (WAC): $222,000
Park Dedication: $0
AUAR Fee: $17,020
Special Assessments Due: $0
Street Light Operating Fee: $645
City Base Map Upgrading ($25.00 per REU): $1,850
City Engineering Administration Escrow: $50,000
TOTAL CASH REQUIREMENTS: $513,515
38. NOTICES. Required notices to the Developer shall be in writing, and shall be either hand
delivered to the Developer, its employees or agents, or mailed to the Developer by certified mail
at the following address: 10850 Old County Road 15, Suite 200, Plymouth, MN 55441. Notices
to the City shall be in writing and shall be either hand delivered to the City Administrator, or mailed
to the City by certified mail in care of the City Administrator at the following address: Lake Elmo
City Hall, 3880 Laverne Avenue N, Suite 100, Lake Elmo, Minnesota 55042.
39. EVIDENCE OF TITLE. The Developer shall furnish the City with evidence of fee
ownership of the property being platted by way of a title insurance policy dated not earlier than 30
days prior to the execution of the plat.
40. COMPLIANCE WITH LAWS. The Developer agrees to comply with all laws,
ordinances, regulations, and directives of the state of Minnesota and the City applicable to the
Subdivision. This Agreement shall be construed according to the laws of the Minnesota.
41. SEVERABILITY. In the event that any provision of this Agreement shall be held invalid,
illegal, or unenforceable by any court of competent jurisdiction, such holding shall pertain only to
such section and shall not invalidate or render unenforceable any other provision of this
Agreement.
42. NON-WAIVER. Each right, power, or remedy conferred upon the City by this Agreement
is cumulative and in addition to every other right, power, or remedy, express or implied, now or
hereafter arising, or available to the City at law or in equity, or under any other agreement. Each
563366v2 SJS LA515-61
and every right, power, and remedy herein set forth or otherwise so existing may be exercised
from time to time as often and in such order as may be deemed expedient by the City and shall
not be a waiver of the right to exercise at any time thereafter any other right, power, or remedy.
If either party waives in writing any default or nonperformance by the other party, such waiver
shall be deemed to apply only to such event and shall not waive any other prior or subsequent
default.
43. COUNTERPARTS. This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be an original and shall constitute one and the same Agreement.
563366v2 SJS LA515-61
CITY OF LAKE ELMO
By: ____________ __________________ Mike Pearson Its: Mayor By: __________________ _____________ Julie Johnson Its: City Clerk
STATE OF MINNESOTA )
) ss.
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledged before me this ___ day of ________________,
2019, by Mike Pearson and Julie Johnson, the Mayor and City Clerk, respectively, of the City of
Lake Elmo, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the
authority granted by its City Council.
NOTARY PUBLIC
563366v2 SJS LA515-61
GWSA LAND DEVELOPMENT, LLC
By: ___________________________________
Its: ___________________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ___, day of _________________,
20___, by _______________________, the _______________________of GWSA Land
Development, LLC, a Minnesota limited liability company on behalf of the company.
NOTARY PUBLIC
DRAFTED BY: City of Lake Elmo 3880 Laverne Avenue North Lake Elmo, MN 55042 (651) 747-3901
33
563366v2 SJS LA515-61
FEE OWNER CONSENT TO
DEVELOPMENT AGREEMENT
, fee owners of all or
part of the subject property, the development of which is governed by the foregoing Development
Agreement, affirm and consent to the provisions thereof and agree to be bound by the provisions
as the same may apply to that portion of the subject property owned by them.
Dated this day of , 2019.
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of _____________, 2019.
NOTARY PUBLIC
DRAFTED BY: City of Lake Elmo 3880 Laverne Avenue North Lake Elmo, MN 55042 (651) 747-3901
34
563366v2 SJS LA515-61
MORTGAGEE CONSENT TO
DEVELOPMENT AGREEMENT
, which holds a
mortgage on the Property, the development of which is governed by the foregoing Development
Agreement, agrees that the Development Agreement shall remain in full force and effect even if
it forecloses on its mortgage.
Dated this day of , 2019.
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of ________________,
2019, by _______________________________________________________________.
NOTARY PUBLIC
DRAFTED BY:
City of Lake Elmo 3880 Laverne Avenue North Lake Elmo, MN 55042 (651) 747-3901
563366v2 SJS LA515-61
CONTRACT PURCHASER CONSENT TO
DEVELOPMENT AGREEMENT
,
which/who has a contract purchaser's interest in all or part of the Property, the development of
which is governed by the foregoing Development Agreement, hereby affirms and consents to the
provisions thereof and agrees to be bound by the provisions as the same may apply to that portion
of the Property in which there is a contract purchaser's interest.
Dated this ___ day of ________________, 2019.
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of _______________,
2019, by ________________________________________________________________.
NOTARY PUBLIC
DRAFTED BY: City of Lake Elmo 3800 Laverne Avenue North Lake Elmo, MN 55042 (651) 747-3901
B-1
563366v2 SJS LA515-61
EXHIBIT A TO
DEVELOPMENT AGREEMENT
Legal Description of the Property Being Final Platted
Outlot E, F, and G, Legacy at North Star, according to the recorded plat thereof, County of
Washington, State of Minnesota.
B-2
563366v2 SJS LA515-61
EXHIBIT B TO
DEVELOPMENT AGREEMENT
List of Plan Documents
The following documents prepared by Sathre Bergquist, Inc. and Norby & Associates
Landscape Architects, Inc., collectively, constitute the Plans:
THOSE DOCUMENTS BY AS FOLLOWS:
SHEET TITLE REVISION
DATE
Sheet 1 of 40[6]
Title Sheet
Sheets 2-4 of 40 Lake Elmo Avenue
Improvements
Sheets 5-7 of 40
Final
Signage/Lighting/Striping Plan
Sheets 8-12 of 40
Final Street Plans
Sheets 13-17 of 40
Final Sanitary & Watermain
Plan
Sheets 18-23 of 40
Final Storm Plan
Sheets 24-30 of 40
Final Grading Plan
Sheets 31-36 of 40
Final Erosion Control Plan
Sheets 37-40 of 40
Details
LP1-LP5
Phase 1 Landscape Plan
Sheets TS1 and TS2[7]
Tree Survey
C-1
563366v2 SJS LA515-61
EXHIBIT C TO
DEVELOPMENT AGREEMENT
Subdivision Improvements Cost/Security Amount Estimate[8]
CONSTRUCTION CATEGORY COST 125 percent
1 Grading
$0 $0
2 Sanitary Sewer
$294,394 $367,993
3 Watermain
$287,645 $359,556
4 Storm Sewer (includes pond structures
and outfall pipes)
$382,353 $477,941
5 Streets and Sidewalks
$543,270 $679,088
6 Trails
$8,850 $11,063
7 Surface Water Facilities (ponds,
infiltration basins, other BMPs)
$0 $0
8 Street Lighting
$18,976 $13,800
9 Street and Traffic Signs
$8,150 $10,188
10 Private Utilities (electricity, natural gas,
telephone, and cable)
$0 $0
11 Builder Landscaping Improvements $48,640 $60,800
12 Developer Landscaping Improvements
$32,960 $41,200
13 Tree Preservation and Restoration
$0 $0
14 Wetland Mitigation and Buffers
$0 $0
15 Monuments
$10,000 $12,500
16 Erosion and Sedimentation Control
$0 $0
17 Miscellaneous Facilities
$0 $0
18 Developer’s Record Drawings
$5,000 $6,250
TOTALS
$1,632,302
$2,040,378
563366v2 SJS LA515-61
FORM OF IRREVOCABLE LETTER OF CREDIT
No.__________________
Date: ________________
TO: City of Lake Elmo
Dear Sir or Madam:
We hereby issue, for the account of (Name of Developer) and in your favor, our
Irrevocable Letter of Credit in the amount of $___________ available to you by your draft drawn
on sight on the undersigned bank.
The draft must:
a) Bear the clause, "Drawn under Letter of Credit No.____________, dated ______________,
20___, of (Name of Bank)" ;
b) Be signed by the Mayor or City Administrator of the City of Lake Elmo.
c) Be presented for payment at (Address of Bank) , on or before 4:00 p.m.
on November 30, 20___.
This Letter of Credit shall automatically renew for successive one-year terms unless, at least forty-
five (45) days prior to the next annual renewal date (which shall be November 30 of each year), the
Bank delivers written notice to the Lake Elmo City Administrator that it intends to modify the terms
of, or cancel, this Letter of Credit. Written notice is effective if sent by certified mail, postage
prepaid, and deposited in the U.S. Mail, at least forty-five (45) days prior to the next annual renewal
date addressed as follows: City Administrator, City Hall, 3880 Laverne Ave. N. Lake Elmo
Minnesota 55042 and is actually received by the City Administrator at least thirty (30) days prior to
the renewal date.
This Letter of Credit sets forth in full our understanding which shall not in any way be modified,
amended, amplified, or limited by reference to any document, instrument, or agreement, whether
or not referred to herein.
This Letter of Credit is not assignable. This is not a Notation Letter of Credit. More than one draw
may be made under this Letter of Credit.
This Letter of Credit shall be governed by the most recent revision of the Uniform Customs and
Practice for Documentary Credits, International Chamber of Commerce Publication No. 500.
We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly
honored upon presentation.
BY:
Its