HomeMy WebLinkAbout#08 - Crossroads 1st Add DADATE: 12/07/2021
CONSENT
MOTION
TO: City Council
FROM: Molly Just, Planning Director
AGENDA ITEM: Crossroads East First Addition - Development Agreement
REVIEWED BY: Jack Griffin, City Engineer Sarah Sonsalla, City Attorney
BACKGROUND: On November 3, 2021, the City Council adopted Resolution 2021-115 approving the Final Plat for the
Crossroads East First Addition. An executed developer’s agreement is a condition of final plat approval and is required before the developer records the final plat with Washington County.
ISSUE BEFORE CITY COUNCIL:
The City Council is being asked to adopt Resolution 2021-134 approving the developer agreement for Crossroads East First Addition.
REVIEW/ANALYSIS: A condition of approval of the Crossroads East First Addition Final Plat is that the developer enter into a Developer’s Agreement with the City before the execution of the plat by City officials. The key aspects of the agreement include the following components:
• Subject to unavoidable delays, construction shall be complete by December 31, 2022.
• That the developer provide a letter of credit in the amount of $3,460,753 related to the cost of the
proposed improvements.
• That the developer provide the City with a cash deposit of $220,400 for park dedication and
engineering administration escrow.
The City has approved the final construction plans and details for the project, dated November 30, 2021
and November 11, 2021 respectively. Upon execution and performance of relevant developer obligations of this Agreement, receipt of all fees and securities, recording of the final plat and the completion of a preconstruction meeting with the City, the applicant may start construction.
FISCAL IMPACT: The future financial impacts include maintenance of sanitary sewer mains, watermains and other public infrastructure, and other public financial responsibilities typically associated with a new development. The City will collect any necessary building permit fees, Sewer Accessibility Charges and Water Accessibility
Charges at the time of building permit application.
OPTIONS:
The City Council is being asked to consider the approval of the developer’s agreement and has the following options:
1) Adopt Resolution 2021-134 approving the developer agreement for Crossroads East First Addition; or
2) Direct Staff to amend the draft developer agreement to bring back to a future City Council meeting.
RECOMMENDATION:
Staff recommends the City Council adopt Resolution 2021-134 approving the developer’s agreement for Crossroads East First Addition with the following motion:
“Move to adopt Resolution 2021-134 approving the developer’s agreement for Crossroads East
First Addition”
ATTACHMENTS:
• Resolution 2021-134
• Crossroads East First Addition Development Agreement
Resolution 2021 - 134
CITY OF LAKE ELMO WASHINGTON COUNTY
STATE OF MINNESOTA RESOLUTION NO. 2021-134 A RESOLUTION APPROVING A DEVELOPER’S AGREEMENT FOR CROSSROADS EAST
FIRST 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, Launch Properties, 800 LaSalle Avenue, #1610, Minneapolis, MN, and Crossroads Properties, 7200 Hudson Boulevard, #230, Oakdale, MN (“Applicant”) has previously submitted an application to the City of Lake Elmo (“City”) for a Final Plat and Final
PUD Plan for Crossroads East First Addition; and WHEREAS, on August 4, 2021, the Lake Elmo City Council adopted Resolution 2021-086 approving the Preliminary Plat and Preliminary PUD Plan for a commercial subdivision on 28.30 acres known as Crossroads East First Addition, subject to 35 Conditions of Approval; and
WHEREAS, on November 3, 2021, the Lake Elmo City Council adopted Resolution 2021 - 115 approving the Final Plat and Final PUD Plan for Crossroads East First Addition, subject to 13 Conditions of Approval; and
WHEREAS, a condition of approval of said Resolution 2021 - 115 establishes that prior to 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 December 7, 2021 meeting; NOW, THEREFORE, BE IT RESOLVED THAT the City Council does hereby approve the Developer’s Agreement for the Crossroads East First Addition and authorizes the
Mayor and City Clerk to execute the document. Passed and duly adopted this 7th day of December, 2021 by the City Council of the City of Lake Elmo, Minnesota.
________________________________________ Charles Cadenhead, Mayor ATTEST:
____________________________________
Julie Johnson, City Clerk
1
LA515-93-753821.v3
(reserved for recording information)
DEVELOPMENT AGREEMENT
Crossroads East First Addition
THIS DEVELOPMENT AGREEMENT is dated ______________, 2021, by and between the
CITY OF LAKE ELMO, a Minnesota municipal corporation (the “City”) and AIRLAKE
DEVELOPMENT, INC., a Minnesota corporation and CROSSROADS EAST, LLC, a Minnesota
limited liability company (collectively, the “Developer”).
1. REQUEST FOR PLAT APPROVAL. The Developer has asked the City to approve a
plat for Crossroads East First Addition (referred to in this Agreement as the “Subdivision”). The
property being platted in 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 the
condition that the Developer enter into this Agreement, furnish the security required by it, and record
the plat with the County Recorder or the 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
2
LA515-93-753821.v3
Subdivision property and the construction therein of certain public and private improvements. The
Developer has been granted permission by the City to grade the Subdivision property by a
separate Grading Agreement dated October 12, 2021 (the “Grading Agreement”). The Developer
has also been granted permission by the City to construct certain improvements on the
Subdivision property by a separate Site Improvement Agreement dated July 20, 2021 (the “Site
Improvement Agreement”). Unless separate written approval has been given by the City within
the plat or land to be platted, the Developer may not construct public or private Subdivision
Improvements or any buildings on the Subdivision Property until all the following conditions
precedent have been satisfied:
A. 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 in
the plat (with the exception of the drainage and utility easement that will be granted by
the Developer to the City for the internal site water main that will be executed and
recorded after the watermain is constructed);
B. this Agreement has been executed by the Developer and the City;
C. the required Security (as hereinafter defined) have been received by the City from or on
behalf of the Developer;
D. final construction plans and specifications have been submitted by the Developer and
approved by the City Engineer;
E. 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 Administrative Escrow required by this Agreement;
F. the Developer has paid any outstanding assessments and taxes for the Subdivision
property;
3
LA515-93-753821.v3
G. the Developer has fulfilled any park dedication requirements as specified under this
Agreement;
H. 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;
I. the Developer has provided the City with a certificate of insurance required by this
Agreement;
J. 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;
K. the final plat has been recorded with Washington County;
L. a title insurance policy has been issued in the amount of $100,000 in favor of the City
insuring the City’s interests as they appear on the plat;
M. the Developer has executed a stormwater maintenance and easement agreement in the
City’s standard form;
N. the Developer has revised the landscaping and tree planting plans to meet the conditions
of approval of the final plat and the changes required by the City’s Landscape Architect
as outlined in his/her memo dated September 24, 2021, including the addition of a
landscaping buffer between the Subdivision and the residential properties. Said revised
landscaping and tree planting plans must be reviewed and approved by the City’s
Landscape Architect prior to recording the final plat;
O. the Developer has revised its plans to identify the location of the emergency vehicle
access and the location of the access has been approved by the Fire Chief. Said revised
plans must be reviewed and approved by the Fire Chief prior to recording the final plat;
and
P. the City has issued a written notice that all above conditions have been satisfied and that
4
LA515-93-753821.v3
the Developer may proceed.
4. 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.
5. DEVELOPMENT PLANS. The Developer agrees to develop the Subdivision in
accordance with the City approvals, including the terms and conditions of approval of the final plat
as detailed in City Council Resolution No. 2021-115 and to construct all improvements in
accordance with the approved construction plans and specifications (collectively, the “Plans”)
prepared by a professional engineer licensed 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.
6. 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
(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. Hudson Boulevard street improvements;
F. Trails;
5
LA515-93-753821.v3
G. Underground private utilities;
H. Landscaping;
I. Street lighting and signage;
J. Tree preservation and reforestation;
K. Wetland mitigation and buffers;
L. Emergency vehicle access; 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.
7. 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
amount to be escrowed by the City for City administration and construction observation costs in
an amount provided under paragraph 32 of this Agreement - Summary of Security Requirements.
Thereafter, the Developer shall reimburse the City each month, within 30 days of receiving an
invoice, following submission of an invoice to the Developer, 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
6
LA515-93-753821.v3
and consultants. After 30 days of the invoice, the City may draw upon the escrow and stop work
on the 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. The City will bill for the services 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 based on a schedule established for this purpose. 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.
8. 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 5 above.
7
LA515-93-753821.v3
9. TIME OF PERFORMANCE. Subject to unavoidable delays including adverse
weather conditions, the Developer shall install all required Subdivision Improvements by
December 31, 2022. The Developer may, however, request an extension of time from the City,
and the City agrees to grant a reasonable extension for delays. Such extension will not be the
basis for placing the Developer in default based on the schedule of improvements. If the City
grants the time extension, it shall be conditioned upon updating the Security or escrow posted by
the Developer to reflect cost increases, if any, and amending this Agreement to reflect the
extended completion date.
10. MAINTENANCE DURING CONSTRUCTION. The Developer shall be responsible for
all maintenance of the Subdivision Improvements until the Subdivision Improvements are
accepted by the City in writing. The Developer and its contractors must adhere to the City’s weight
restrictions for all streets both inside and outside of the Subdivision, regardless of whether said
streets are included in the City’s map of streets with weight restrictions and regardless of whether
said streets are fully constructed. The Developer also is responsible to perform gopher state one
utility locates for all underground utilities until the Subdivision Improvements are 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. The
Developer and its contractors must keep Hudson Boulevard North and Lake Elmo Avenue open
to traffic at all times unless a right-of-way obstruction permit is obtained from the City for Hudson
Boulevard North or from Washington County for Lake Elmo Avenue. The Developer shall be
responsible for keeping streets within and outside of 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 and on a
8
LA515-93-753821.v3
daily basis during heavy tracking days.
11. LICENSE. The Developer hereby grants the City, its agents, employees, officials, and
contractors a license to enter the Subdivision to perform all work and inspections deemed
appropriate by the City in conjunction with the development of the Subdivision and this
Agreement.
12. CONSTRUCTION ACCESS AND PARKING. Construction traffic access and egress
for all work on the site is restricted to access via Hudson Boulevard North at the approved new
driveway location and designated rock construction entrance per the approved erosion control
plans. No construction traffic is permitted on other adjacent streets or at any other location along
Hudson Boulevard North. The Developer must maintain adequate access for emergency vehicles
that is acceptable to the City in its sole discretion at all times during construction.
All construction parking and staging, including the loading and unloading of equipment
and supplies during the construction of the Subdivision Improvements must be completed interior
to the project site and is not allowed to occur on a public street or within any public right-of-way.
The Developer and contractors shall be responsible for the repair and restoration of any damage
to the street, curb, trail, sidewalk, and boulevard caused by the construction activities. Such work
shall meet all City standards and specifications.
13. CONSTRUCTION SEQUENCE AND COMPLIANCE. The City will require the
Developer to construct the Subdivision Improvements in a sequence that 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. The
Developer may utilize temporary stormwater treatment methods for the Subdivision until the
stormwater basins on the site are constructed by the Developer within the Subdivision. If the City
9
LA515-93-753821.v3
Engineer determines that the Developer’s temporary treatment of stormwater for the Subdivision
is not being managed properly by the Developer, the City may issue a stop work order.
14. 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. Before initiating any work on the site, the Developer must
implement an erosion control plan and have the City inspect and approve the erosion control
measures. The Developer shall coordinate and install erosion and sediment control measures
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.
The Developer shall promptly reseed all areas disturbed for Subdivision Improvements after the
work in the area is complete unless construction of the next stage of the Subdivision
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 on the Security to pay any costs. The City will
not allow any development or site work, utility, or street construction and the City will not issue
any building permits unless the Subdivision is in full compliance with the approved erosion control
plan.
15. SITE GRADING. In order to construct the Subdivision Improvements and otherwise
10
LA515-93-753821.v3
prepare the site for development, it will be necessary for the Developer to grade the Subdivision
property. All grading must be done in compliance with the Grading Agreement, this Agreement,
and the grading plans on file with the City. 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.
16. STREET AND UTILITY IMPROVEMENTS. All storm sewers, sanitary sewers,
watermain, and streets, including any turn lane or 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, trails, 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. Before the placement of the final bituminous wear course, the
Developer shall repair or replace all broken or failing curbs, trails and damaged or settled streets
as determined by the City from a pre-wear course walk through inspection.
17. 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
11
LA515-93-753821.v3
of two years. The two-year warranty period shall be deemed to start once all required
landscaping identified as responsibility of the 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
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.”
18. 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. The Developer shall install “no parking” signs along the emergency vehicle access
12
LA515-93-753821.v3
road. 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.
19. 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 affidavits:
- 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.
20. PARK DEDICATION. The Developer shall pay a cash contribution of $170,400 in
satisfaction of the City's park dedication requirements. The City requires a $6000 per acre park
dedication fee for commercial subdivisions. The charge was calculated as follows: $6000 x 28.4
acres = $170,400. The park dedication fee shall be paid by the Developer before recording the
final plat.
21. 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 Residential Equivalent
13
LA515-93-753821.v3
Charge (“REC”) shall be paid by the Developer or the Developer’s contractor on behalf of the
Developer to the City at the time the City issues a building permit for each building with the
development. The City acknowledges that the Developer has prepaid for 42 SAC credits and
said 42 SAC credits shall be applied against the total number of SACs required.
The water availability charge (WAC) in the amount of $3,000.00 per REC shall be paid by
the Developer or the Developer’s contractor on behalf of the Developer at the time the City issues
a building permit for each building within the development. The City acknowledges that the
Developer has prepaid for 42 WAC credits and said 42 WAC credits shall be applied against the
total number of WACs required.
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 building with the
development.
22. 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.
23. BUILDING PERMITS/CERTIFICATES OF OCCUPANCY.
A. The City will issue a footing and foundation permit for a building within the
Subdivision provided that the final plat has been recorded with Washington County.
The City will issue a vertical construction permit for a building within the Subdivision
provided that all on-site utilities within the Subdivision have been installed by the
14
LA515-93-753821.v3
Developer and have been inspected and approved by the City, including as-built
verification surveys of all storm and sanitary sewer structures. The City will not issue
a certificate of occupancy for any building within the Subdivision until all public
Subdivision Improvements (including, but not limited to the emergency vehicle
access) have been installed by the Developer and accepted by the City. For the
purposes of this Agreement, the City will not accept any Subdivision Improvements
until as-built record drawings are submitted for review and are approved by the City
verifying that the Subdivision Improvements have been installed in accordance with
the approved Plans.
B. 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.
C. 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.
D. 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.
24. RESPONSIBILITY FOR COSTS.
A. In the event that the City receives claims from labor, materialmen, or others
alleging 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
15
LA515-93-753821.v3
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 unless caused by the negligence, action, or inaction of the City. The
Developer shall indemnify and defend the City and its officials, employees, and
agents for all costs, damages, or expenses that the City may pay or incur in
consequence of such claims, including attorneys' fees.
D. The Developer shall reimburse the City for costs incurred in the enforcement of
16
LA515-93-753821.v3
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 Subdivision, or any portion
of it.
F. The Developer shall pay in full all bills submitted to it by the City through the
established escrow for obligations incurred under this Agreement within 30 days
after receipt. Bills not paid by the Developer 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.
25. SPECIAL PROVISIONS. The following special provisions shall apply to the Subdivision
and include the Conditions of Approval of the Final Plat and Final PUD Plans:
A. The Developer must implement all changes and modifications to the plans
requested by the City Engineer in the City Engineer’s memorandum addressing
Crossroads East First Addition Final Plat and PUD Plans dated September 15,
2021 prior to the City approving the construction plans.
B. The Developer must obtain sign permits for any signs in the Subdivision. In order
to receive a sign permit, the Developer must submit a sign plan to the City for
review and approval.
C. 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 within in the public right-of-way.
17
LA515-93-753821.v3
D. The Developer shall submit a lighting plan for the Subdivision to the City for its
review and approval. Said lighting plan must be approved by the City prior to the
issuance of any building permits.
E. The Developer shall address the comments in the City Engineer’s review
memorandums dated September 15, 2021 before the City releases the final plat
for recording. The City Engineer shall review and approve the final construction
plans prior to the recording of the Final Plat. All changes and modifications to the
plans requested by the City Engineer in the memorandums dated September 15,
2021 and any future reviews shall be incorporated into these project documents
before the City approves the final plans.
F. The Developer must submit an updated title policy for review and approval by the
City Attorney before approval of the development agreement and recording of the
final plat.
G. Prior to the execution of the Final Plat by City officials, the Developer shall enter
into a Developer’s Agreement acceptable to the City Attorney and approved by the
City Council that delineates who is responsible for the design, construction, and
payment of the required improvements for the Crossroads East Final Plat and Final
PUD Development Plans with financial guarantees, therefore.
H. All easements as requested by the City Engineer and Public Works Department
shall be documented on the Final Plat before the execution of the final plat by
City Officials.
I. As per the Fire Department comments dated September 20, 2021, the location of
the secondary access must be identified, and plans and specifications must be
provided prior to recording the final plat.
18
LA515-93-753821.v3
J. The Developer shall revise the final landscape and tree planting plan, including
provisions to meet screening and bufferyard requirements, for approval by the
City before the City releases the final plat for recording.
K. The allowable land uses are limited to those listed as Permitted or Conditional
uses in the Business Park District.
L. The Developer must provide the City with a detailed breakdown of the types of
uses and their floor spaces with a detailed parking calculation for each building in
the development with the required building permits. There shall be no deviation
from the required number of parking spaces.
M. That all storm water facilities internal to the site shall be privately owned and
maintained. A storm water maintenance and easement agreement in the City’s
standard form shall be executed and recorded with the final plat for all 100-year
high water level areas and to protect all overland emergency flow paths.
N. The Developer must meet all City standards and design requirements, including
but not limited to building materials, parking, lighting and signage, unless
specifically addressed otherwise in these conditions.
O. Before the installation or construction of any subdivision identification signs or
directional markers within the development, the Developer shall submit sign
plans to the City for review and obtain a sign permit from the City. A signage
plan for the entire development including size and location of monument signs,
wall signs and signage for tenant spaces must be submitted prior to approval of
the initial sign permit.
P. The Developer must notify any purchasers or tenants of the buildings on the site
that the City may impose restrictions or limits on outdoor water use that may
include no vehicle washing and no watering of grass, sod, or landscaping.
19
LA515-93-753821.v3
Q. The Developer must provide the Fire Department and the Sheriff’s Department
with keys, key cards, or other acceptable methods of entry for quick access into
the buildings for emergency service calls.
R. No building permits will be issued until the final plat is recorded.
26. 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 the Subdivision 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. 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,
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
20
LA515-93-753821.v3
$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 this Agreement. The certificate shall provide that the City must
be given 30 days’ advance written notice of the cancellation of the insurance.
D. Third parties shall have no recourse against the City under this Agreement.
E. 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 portions of this Agreement.
F. 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.
G. This Agreement shall run with the land and may be recorded against the title to the
Subdivision property at the Developer’s expense. The Developer covenants with the
City, its successors and assigns, that it is the fee owner of the Subdivision and has
obtained consents to this Agreement, in the form attached hereto, from all parties
who have an interest in the Subdivision property, including, but not limited to,
mortgagees; that there are no unrecorded interests in the Subdivision property being
final platted; and the Developer will indemnify, defend, and hold the City harmless
for any breach of the foregoing covenant.
H. 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
21
LA515-93-753821.v3
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.
I. 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 following written notice
and a reasonable opportunity to cure, refuse to allow construction work on the
Subdivision until it is brought into compliance. “Reasonable” shall be defined for
these purposes as the City’s estimate as to the amount of time it would take the
Developer to bring the Subdivision into compliance. Upon the City’s demand, the
Developer shall cease work until there is compliance.
27. 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, and following written notice and an opportunity to
cure, failure by the Developer to commence and complete construction of the
Subdivision Improvements pursuant to the terms, conditions, and limitations of this
Agreement.
B. Failure by the Developer, following written notice and an opportunity to cure, to
substantially observe or perform any material covenant, condition, obligation, or
agreement on its part to be observed or performed under this Agreement.
28. 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
22
LA515-93-753821.v3
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 the 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 and certificates of occupancy.
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.
29. 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 and following
written notice and an opportunity to cure, 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 itself and its successors and assigns,
also waives any appeal rights otherwise available pursuant to Minnesota Statutes Section
23
LA515-93-753821.v3
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.
30. 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 draw upon 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 the Subdivision 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
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.
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 public street construction,
24
LA515-93-753821.v3
including the improvements and turn lanes on Hudson Boulevard North and Lake
Elmo Avenue, the concrete curb and gutter, trails and sidewalks, materials and
equipment shall be one year from the date of final written City 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.
31. 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 cash escrow or a combination
of a cash escrow and a letter of credit (the “Security") in the amount of $3,460,753. 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 D. 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 upon 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 Improvements are not completed at least 30 days prior to the expiration of the Security, the
City may also draw upon it. If the Security is drawn upon, the proceeds shall be used by the City
25
LA515-93-753821.v3
to cure the default.
The Developer has posted a security with the City with respect to the Grading Agreement.
The Developer may have the City release the security posted by it pursuant to the Grading
Agreement and post a new Security or it may allow the security posted under the Grading
Agreement to be applied towards the Security required by this Agreement.
32. 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 $468,200 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 $754,394 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 $939,590 may be released
26
LA515-93-753821.v3
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 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 $140,476 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.
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
Landscaping Improvements shall be retained by the City until: (1) all
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. Notwithstanding
27
LA515-93-753821.v3
the above, the City may reduce the Security attributable to accepted
Landscaping Improvements by up to 38 percent after the first year of
acceptance by the City. The City may also further reduce the Security
attributable to accepted Landscaping Improvements by up to an additional
37 percent after the second year of acceptance by the City. The City will
retain the remaining 25 percent of the Security attributable to accepted
Landscaping Improvements until (1) all 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. 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.
33. 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 the execution of this
Agreement by the City:
Park Dedication: $170,400 City Engineering Administration Escrow: $50,000 TOTAL CASH REQUIREMENTS: $220,400
28
LA515-93-753821.v3
34. 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: Airlake Development, Inc., 2866 White Bear Avenue, Maplewood, MN
55109, Attn: Dan Regan (dregan@launchproperties.com) and Crossroads East, LLC, 7200
Hudson Boulevard North, Suite 230, Oakdale, MN 55128, Attn: David Johnson
(d.johnson@crossroadsproperties.net). Notices also may be delivered to the Developer via email
to the above email addresses, provided that a hard copy of the notice is also delivered by certified
mail or hand delivery. 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
Kristina Handt (khandt@lakeelmo.org) at the following address: Lake Elmo City Hall, 3880
Laverne Avenue N, Suite 100, Lake Elmo, Minnesota 55042. Notices may also be delivered to
the City via email to the above email address, provided that a hard copy of the notice is also
delivered by certified mail or hand delivery.
35. EVIDENCE OF TITLE. The Developer shall furnish the City with evidence of fee
ownership of the Subdivision property being platted by way of a title insurance policy dated not
earlier than 30 days prior to the execution of the plat.
36. 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 property. This Agreement shall be construed according to the laws of the state of
Minnesota.
37. 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.
38. NON-WAIVER. Each right, power, or remedy conferred upon the City by this Agreement
29
LA515-93-753821.v3
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
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.
39. 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.
40. GRADING AGREEMENT AND SITE IMPROVEMENT AGREEMENT. Upon
execution of this Agreement by the Developer and the City and the posting of the Security required
under this Agreement, the Grading Agreement and the Site Improvement Agreement shall be
deemed to be null and void and the City shall sign a release of the Grading Agreement and Site
Improvement Agreement that may be recorded by the Developer in the property records.
30
LA515-93-753821.v3
CITY OF LAKE ELMO By: ____________ __________________ Charles Cadenhead 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 ________________, 2021, by Charles Cadenhead 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
31
LA515-93-753821.v3
AIRLAKE DEVELOPMENT, INC.
By: ___________________________________
Its: ___________________________________
STATE OF MINNESOTA ) ) ss. COUNTY OF __________)
The foregoing instrument was acknowledged before me this ___, day of _________________,
2021, by Daniel O. Regan, the Vice President of Airlake Development, Inc., a Minnesota corporation on behalf of the company.
NOTARY PUBLIC
32
LA515-93-753821.v3
CROSSROADS EAST, LLC
By: ___________________________________
Its: ___________________________________
STATE OF MINNESOTA ) ) ss. COUNTY OF __________)
The foregoing instrument was acknowledged before me this ___, day of _________________,
2021, by ___________________, the _________________ of Crossroads East, LLC, a Minnesota limited liability company on behalf of the company.
NOTARY PUBLIC
DRAFTED BY: City of Lake Elmo 3880 Laverne Avenue North, Suite 100 Lake Elmo, MN 55042 (651) 747-3901
33
LA515-93-753821.v3
FEE OWNER CONSENT TO DEVELOPMENT AGREEMENT
Airlake Development, Inc., 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 , 2021.
AIRLAKE DEVELOPMENT, INC.
By: ___________________________________
Its: ___________________________________
STATE OF MINNESOTA ) ) ss. COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of _____________, 2021.
NOTARY PUBLIC
DRAFTED BY: City of Lake Elmo 3880 Laverne Avenue North Lake Elmo, MN 55042 (651) 747-3901
34
LA515-93-753821.v3
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 , 2021.
STATE OF MINNESOTA ) ) ss. COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of ________________, 2021, by _______________________________________________________________.
NOTARY PUBLIC
DRAFTED BY: City of Lake Elmo 3880 Laverne Avenue North Lake Elmo, MN 55042 (651) 747-3901
35
LA515-93-753821.v3
CONTRACT PURCHASER CONSENT TO DEVELOPMENT AGREEMENT
Crossroads East, LLC, 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 ________________, 2021.
CROSSROADS EAST, LLC
By: ___________________________________
Its: ___________________________________
STATE OF MINNESOTA ) ) ss. COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of _____________, 2021.
NOTARY PUBLIC
DRAFTED BY: City of Lake Elmo 3800 Laverne Avenue North Lake Elmo, MN 55042 (651) 747-3901
A-1 638367v2LA515-1 V3 LA515-93-753821.v1 LA515-93-753821.v3
EXHIBIT A TO DEVELOPMENT AGREEMENT Legal Description of the Property
Lot 1 and Lot 2, Block 1 and Outlots A, B, and C, Crossroads East First Addition, according to the
recorded plat thereof, County of Washington, State of Minnesota.
C-1LA515-93-753821.v3
EXHIBIT B TO DEVELOPMENT AGREEMENT List of Plan Documents The following documents prepared by Kimley-Horn and Associates constitute the Plans: SHEET NUMBER TITLE REVISION DATE
C000 COVER SHEET 11/30/2021
C001 CONSTRUCTION PHASE I 11/30/2021
V100 PRELIMINARY PLAT 11/30/2021
C100 PRIVATE INFRASTRUCTURE GENERAL NOTES 11/30/2021
C101 PUBLIC INFRASTRUCTURE GENERAL NOTES 11/30/2021
C200 OVERALL EXISTING CONDITIONS MAP 11/30/2021
C201 ON-SITE EXISTING CONDITIONS MAP 11/30/2021
C202 EXISITING CONDITIONS MAP 11/30/2021
C203 EXISITING CONDITIONS MAP 11/30/2021
C204 EXISITING CONDITIONS MAP 11/30/2021
C205 EXISITING CONDITIONS MAP 11/30/2021
C206 DEMO & EROSION CONTROL PLAN 11/30/2021
C207 HUDSON BLVD DEMO PLAN 11/30/2021
C208 HUDSON BLVD DEMO PLAN 11/30/2021
C209 HUDSON BLVD DEMO PLAN 11/30/2021
C301 HUDSON BLVD EROSION CONTROL PLAN 11/30/2021
C302 HUDSON BLVD EROSION CONTROL PLAN 11/30/2021
C303 HUDSON BLVD EROSION CONTROL PLAN 11/30/2021
C400 OVERALL SITE PLAN 11/30/2021
C401 SITE PLAN 11/30/2021
C402 SITE DETAILS 11/30/2021
C403 HUDSON BLVD CONSTRUCTION NOTES 11/30/2021
C404 HUDSON BLVD ALIGNMENT PLAN 11/30/2021
C405 HUDSON BLVD ALIGNMENT TABULATION 11/30/2021
C406 HUDSON BLVD CONSTRUCTION PLAN 11/30/2021
C407 HUDSON BLVD CONSTRUCTION PLAN 11/30/2021
C408 HUDSON BLVD CONSTRUCTION PLAN 11/30/2021
C409 HUDSON BLVD CONSTRUCTION PLAN 11/30/2021
C410 HUDSON BLVD CONSTRUCTION PLAN 11/30/2021
C411 HUDSON BLVD DRIVEWAY DETAILS 11/30/2021
C412 HUDSON BLVD DRIVEWAY DETAILS 11/30/2021
C413 TYPICAL SECTIONS 11/30/2021
C414 TYPICAL SECTIONS 11/30/2021
C415 HUDSON BLVD SUPERELEVATION PLANS 11/30/2021
C416 HUDSON BLVD SUPERELEVATION PLANS 11/30/2021
C417 STORM AND SANITARY LATERALS 11/30/2021
C500 OVERALL GRADING PLAN 11/30/2021
C501 GRADING PLAN 11/30/2021
C501A GRADING PLAN QUADRANT A 11/30/2021
C501B GRADING PLAN QUADRANT B 11/30/2021
C501C GRADING PLAN QUADRANT C 11/30/2021
C501D GRADING PLAN QUADRANT D 11/30/2021
C-2LA515-93-753821.v3
C502 HUDSON BLVD GRADING PLANS 11/30/2021
C503 HUDSON BLVD GRADING PLANS 11/30/2021
C504 GRADING DETAILS 11/30/2021
C505 GRADING DETAILS 11/30/2021
C506 GRADING DETAILS 11/30/2021
C507 RETAINING WALL LAYOUT 11/30/2021
C508 EXISTING WATERMAIN PROFILE 11/30/2021
C600 UTILITY PLAN 11/30/2021
C601 PUBLIC WATERMAIN PROFILE 11/30/2021
C602 CITY DETAILS 11/30/2021
C603 CITY DETAILS 11/30/2021
C604 CITY DETAILS 11/30/2021
C605 CITY DETAILS 11/30/2021
C606 CITY DETAILS 11/30/2021
C700 TRAFFIC CONTROL DETAILS 11/30/2021
C701 TRAFFIC CONTROL DETAILS 11/30/2021
C702 TRAFFIC CONTROL DETAILS 11/30/2021
C703 DETOUR PLAN 11/30/2021
C704 HUDSON BLVD SIGNING & STRIPING TITLE 11/30/2021
C705 HUDSON BLVD SIGNING & STRIPING PLAN 11/30/2021
C706 HUDSON BLVD SIGNING & STRIPING PLAN 11/30/2021
C707 HUDSON BLVD SIGNING & STRIPING DETAILS 11/30/2021
C708 HUDSON BLVD SIGNING & STRIPING DETAILS 11/30/2021
C709 HUDSON BLVD SIGNING & STRIPING DETAILS 11/30/2021
C800 CROSS SECTIONS 11/30/2021
C801 CROSS SECTIONS 11/30/2021
C802 CROSS SECTIONS 11/30/2021
C803 CROSS SECTIONS 11/30/2021
C804 CROSS SECTIONS 11/30/2021
C805 CROSS SECTIONS 11/30/2021
C806 CROSS SECTIONS 11/30/2021
C807 CROSS SECTIONS 11/30/2021
C808 CROSS SECTIONS 11/30/2021
L100 OVERALL LANDSCAPE PLAN 11/30/2021
L101 LANDSCAPE PLAN 11/30/2021
L102 LANDSCAPE SCHEDULE 11/30/2021
L103 LANDSCAPE DETAILS 11/30/2021
L104 LANDSCAPE CROSS SECTION WEST 11/30/2021
L105 LANDSCAPE CROSS SECTION EAST 11/30/2021
L106 TREE INVENTORY AND PRESERVATION PLAN 11/30/2021
C-3LA515-93-753821.v3
EXHIBIT C TO
DEVELOPMENT AGREEMENT Subdivision Improvements Cost/Security Amount Estimate CONSTRUCTION CATEGORY COST 125 percent
1 Grading $468,200 $585,250
2 Sanitary Sewer $489,910 $612,388
3 Watermain $314,777 $394,471
4 Storm Sewer (includes pond structures and outfall pipes)
$167,791 $209,739
5 Street and Sidewalks $834,438 $1,043,048
6 Trails $31,896 $39,870
7 Surface Water Facilities (ponds,
infiltration basins, other BMPs)
$57,050 $71,313
8 Street Lighting NA NA
9 Street and Traffic Signs $8,720 $10,900
10 Private Utilities (electricity, natural gas,
telephone, and cable) NA NA
11 Landscaping Improvements
$343,645 $429,556
12 Tree Preservation and Restoration NA NA
13 Wetland Mitigation and Buffers NA NA 14 Monuments NA NA
15 Erosion and Sedimentation Control $46,925 $58,656
17 Developer’s Record Drawings $5,250 $6,563
TOTALS $2,768,602 $3,460,753
C-4LA515-93-753821.v3
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., Suite 100, 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