4.7 SR 01-02-2018 EGty1� ,.,�� Request for Action
River
To Item Number
Mayor and City Council 4.7
Agenda Section Meeting Date Prepared by
ConsentJanuary 2, 2018 Amanda Othoudt,EDD
Item Description Reviewed by
Resolution for Acquisition and Conveyance of Cal Portner, City Administrator
Certain Property Between City of Elk River and Reviewed by
New Resources,LLC
Action Requested
Adopt,by motion, a resolution for the acquisition and conveyance of certain property between the City
of Elk River and New Resources,LLC.
Background/Discussion
Staff has been working with Beaudry Oil Company in the development of a new truck shop facility along
Proctor Avenue.
On July 3, 2017, the city established Tax Increment Financing (Redevelopment) District No. 24 which
includes the development property.
As part of this project, the city purchased three properties to the north of the proposed project with the
intention to convey a portion of this property at no cost to the developer in exchange for property owned
by the developer to the south of the proposed project at no cost to the city. The exchange of property
will be in the form of quit claim deeds.
The properties are being exchanged for fair market value. As such, the transaction described in this
agreement does not constitute a business subsidy within the meaning of Minnesota Statutes, Sections
116J.993 through 116J.995.
The purchase and development agreement outlines the obligations of both the city and the developer
through the duration of the TIF District.
Financial Impact
Both the developer and the city will each pay half of the closing fees charged by the title company to
close the transaction contemplated by the purchase and development agreement.
Attachments
■ Resolution
■ Purchase and Development Agreement
■ Exhibit G
The Elk River Vision
A PehoMing community 2a itb revolutionary and spirited resourcefulness, exceptional POWERED By
service, and community engagement that encourages and inspires prosperity INAWRE1
City of
Elk City of Elk River
Wver City Council
Resolution 17-
A Resolution of the City Council of the City of Elk River Approving the
Acquisition and Conveyance of Certain Property and the Execution of
Documents in Connection Therewith
BE IT RESOLVED by the City Council (the "Council") of the City of Elk River,
Minnesota(the "City"), as follows:
Section 1. Recitals.
1.01. The City has acquired certain property in the City (the "City's Property")
and intends to convey the City's Property to New Resources, LLC, a Minnesota limited
liability company ("Developer"), in connection with the construction by the Developer of
a new light maintenance facility with related office and storage space, parking, and street
access (the "Project").
1.02. The City proposes to acquire from the Developer certain real property in
the City (the "New Resources Property"), in connection with the construction of certain
public improvements (the "Public Improvements").
1.03. The City has caused to be prepared a Real Estate Exchange and
Development Agreement between the City and the Developer (the "Development
Agreement") setting forth the terms and conditions under which the parties will exchange
the City's Property and the New Resources Property and undertake the Project and the
Public Improvements.
Section 2. Approval of Documents.
2.01. The City hereby approves the Development Agreement substantially in
accordance with the terms set forth in the form presented to the City Council, together
with any related documents necessary in connection therewith, including without
limitation all deeds, documents, exhibits, certifications or consents referenced in or
attached to the Development Agreement (collectively, the "Development Documents")
and hereby authorizes the Mayor and City Clerk to negotiate the final terms thereof and,
in their discretion and at such time as they may deem appropriate, to execute the
Development Documents on behalf of the City, and to carry out, on behalf of the City,
the City's obligations thereunder.
2.02. The approval hereby given to the Development Documents includes
approval of such additional details therein as may be necessary and appropriate and such
modifications thereof, deletions therefrom and additions thereto as may be necessary NATUREJ
appropriate and approved by legal counsel to the City and by the officers authorized
herein to execute said documents prior to their execution; and said officers are hereby
authorized to approve said changes on behalf of the City. The execution of any
instrument by the appropriate officers of the City herein authorized shall be conclusive
evidence of the approval of such document in accordance with the terms hereof. In the
event of absence or disability of the officers, any of the Development Documents
authorized by this Resolution to be executed may be executed without further act or
authorization of the City Council by any duly designated acting official, or by such other
officer or officers of the City Council as, in the opinion of the City Attorney, may act in
their behalf.
Passed and adopted this 2nd day of January 2018.
John J. Dietz,Mayor
ATTEST:
Tina Allard, City NATUREJ
AGREEMENT 2018-01
REAL ESTATE EXCHANGE AND DEVELOPMENT AGREEMENT
By and Between
CITY OF ELK RIVER, MINNESOTA
and
NEW RESOURCES, LLC
Dated as of: , 2018
This document was drafted by:
KENNEDY& GRAVEN, Chartered
470 US Bank Plaza
Minneapolis, Minnesota 55402
Telephone: 337-9300
512017v5 JSB EL185-52
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..................................................................................................................3
SectionI.I. Definitions........................................................................................................3
ARTICLE II REPRESENTATIONS AND WARRANTIES..............................................................6
Section 2.1. Representations by the City.............................................................................6
Section 2.2. Representations and Warranties by Developer................................................6
ARTICLE III EXCHANGE OF PROPERTY......................................................................................8
Section 3.1. Status of the Properties to be Exchanged.........................................................8
Section3.2. Purchase Price..................................................................................................8
Section3.3. Closing .............................................................................................................8
Section 3.4. Conditions of Conveyance of City's Property.................................................8
Section 3.5. Conditions of Conveyance of New Resources Property.................................9
Section 3.6. Place of Document Execution, Delivery and Recording.................................9
Section 3.7. Title to City's Property...................................................................................l l
Section 3.8. Title to New Resources Property...................................................................11
Section 3.9. "As Is" Conveyance of New Resources Property. ........................................12
Section 3.10. As Is Conveyance of City's Property. ...........................................................13
Section 3.11. Representations and Warranties Regarding New Resources Property. ........14
Section 3.12. Representations and Warranties Regarding City's Property.........................15
Section 3.13. No Business Subsidy......................................................................................15
Section 3.14. Tax Increment Financing. ..............................................................................15
Section 3.15. Relocation Benefits;Indemnification. ...........................................................16
ARTICLE IV CONSTRUCTION OF MINIMUM IMPROVEMENTS AND PUBLIC
IMPROVEMENTS.................................................................................................................17
Section 4.1. Construction of Minimum Improvements.....................................................17
Section 4.2. Construction Plans. ........................................................................................17
Section 4.3. Commencement and Completion of Construction. .......................................18
Section 4.4. Certificate of Completion...............................................................................18
Section 4.5. Construction of Public Improvements...........................................................19
ARTICLEV INSURANCE................................................................................................................21
Section5.1. Insurance........................................................................................................21
ARTICLE VI DELINQUENT TAXES AND REVIEW OF TAXES...............................................22
Section 6.1. Review of Taxes.............................................................................................22
ARTICLE VII FINANCING..............................................................................................................23
Section7.1. Financing........................................................................................................23
Section7.2. HRA Loan......................................................................................................23
ARTICLE VIII PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER;
INDEMNIFICATION............................................................................................................24
Section 8.1. Representation as to Development. ...............................................................24
Section 8.2. Prohibition Against Transfer of Property and Assignment of
Agreement......................................................................................................24
Section 8.3. Release and Indemnification Covenants........................................................25
ARTICLE IX EVENTS OF DEFAULT.............................................................................................27
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Section 9.1. Events of Default Defined .............................................................................27
Section 9.2. Remedies on Default......................................................................................27
Section 9.3. No Remedy Exclusive....................................................................................27
Section 9.4. No Additional Waiver Implied by One Waiver. ...........................................27
ARTICLE X ADDITIONAL PROVISIONS.....................................................................................28
Section 10.1. Conflict of Interests; City Representatives Not Individually Liable.............28
Section 10.2. Equal Employment Opportunity....................................................................28
Section 10.3. Restrictions on Use ........................................................................................28
Section 10.4. Provisions Not Merged With Deed................................................................28
Section 10.5. Titles of Articles and Sections.......................................................................28
Section 10.6. Notices and Demands ....................................................................................28
Section10.7. Counterparts...................................................................................................29
Section10.8. Recording. ......................................................................................................29
Section10.9. Amendment....................................................................................................29
Section10.10.City Approvals.................................................................................................29
Section 10.11.Termination......................................................................................................29
Section 10.12.Choice of Law and Venue...............................................................................29
Section10.13.Good Faith .......................................................................................................29
Section10.14.Fee Schedule. ...................................................................................................29
SIGNATURES ..............................................................................................................S-1, S-2
EXHIBIT A Description of City's Property.......................................................................A-1
EXHIBIT B Description of New Resources Property........................................................B-1
EXHIBIT C Description of Public Improvement Property.................................................C-1
EXHIBIT D Description of Developer's Minimum Improvements Property......................D-1
EXHIBIT E Revised Drawings for the Project..................................................................E-1
EXHIBIT F Form of Quit Claim Deed.............................................................................. F-1
EXHIBIT G Plat of New Resources Addition.................................................................... F-1
512017v5 JSB BL185-52 11
REAL ESTATE EXCHANGE AND DEVELOPMENT AGREEMENT
THIS REAL ESTATE EXCHANGE AND DEVELOPMENT AGREEMENT, made on
or as of the day of , 2018, by and between CITY OF ELK RIVER,
MINNESOTA, a municipal corporation under the Constitution and laws of the State of
Minnesota (the "City"), and NEW RESOURCES, LLC, a Minnesota limited liability company
("Developer"). The City and the Developer are sometimes jointly referred to as the "Parties" or
each individually as a"Party".
WITNESSETH:
WHEREAS, the City has undertaken a program to promote economic development and
job opportunities and to promote the development of land which is underutilized within the City,
and in this connection created a development project known as Development District No. 1
("Development District") pursuant to Minnesota Statutes, Sections 469.124 to 469.134, as
amended (the "Development District Act"); and
WHEREAS, pursuant to the Development District Act, the City is authorized to acquire
real property, or interests therein, and to undertake certain activities to facilitate the development
of real property by private enterprise; and
WHEREAS, the City has acquired certain property described in Exhibit A (collectively
referred to as the "City's Property") within the Development District, and intends to convey the
City's Property to Developer, which together with lots already owned by Developer
(collectively, with the City's Property, the "Developer's Minimum Improvements Property" and
legally described in Exhibit D attached hereto), will be developed by Developer as a new light
maintenance facility with related office and storage space, parking, and street access (the
"Project") as generally depicted on Sheets 2 through 6 from the Revised Layout Drawings dated
November 16, 2017 By Oliver Survey and Engineering, Inc., consisting of 5 pages (collectively,
the "Revised Drawings"). The Revised Drawings are attached to this Agreement as Exhibit E
and incorporated in this Agreement by this reference; and
WHEREAS, the City proposes to acquire, for redevelopment purposes, the real property
in the City and legally described in Exhibit B hereto (the "New Resources Property") from the
Developer for the construction of certain public improvements in accordance with the terms
hereof,
WHEREAS, the City proposes to construct certain public improvements as provided
herein on certain property owned by the City and the New Resources Property legally described
in Exhibit C hereto (collectively, the "Public Improvement Property"); and
WHEREAS, the City believes that the development of the Project, the sale of the City
Property to the Developer, and the purchase of the New Resources Property from the Developer,
and fulfillment generally of this Agreement, are in the vital and best interests of the City and the
health, safety, morals, and welfare of its residents, and in accord with the public purposes and
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provisions of the applicable State and local laws and requirements under which the Project has
been undertaken and is being assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
Parties hereto, each of them does hereby covenant and agree with the other as follows:
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ARTICLE I
DEFINITIONS
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Act" means the Development District Act, Minnesota Statutes, Sections 469.124 to
469.134, as amended.
"Agreement" means this Agreement, as the same may be from time to time modified,
amended, or supplemented in writing, signed by the Parties.
"Certificate of Completion" means the certification provided to Developer with respect to
the Developer's Minimum Improvements Property, pursuant to Section 4.4 of this Agreement.
"City" means the City of Elk River, Minnesota.
"City Site Work" means demolition and removal of all buildings and all tree removal by
the City on the City's Property;
"City's Property" means the real property so described in Exhibit A attached hereto.
"City Representative" means the City Administrator of the City, or any person designated
by the City Administrator to act as the City Representative for the purposes of this Agreement.
"Closing"has the meaning provided in Section 3.3.
"Construction Plans" means the plans, specifications, drawings and related documents on
the construction work to be performed by Developer on the Developer's Minimum
Improvements Property which (a) shall be as detailed as the plans, specifications, drawings and
related documents which are submitted to the appropriate building officials of the City, and (b)
shall include at least the following for each building: (1) site plan; (2) foundation plan; (3)
basement plans; (4) floor plan for each floor; (5) cross sections of each (length and width); (6)
elevations (all sides); (7) landscape plan; and (8) such other plans or supplements to the
foregoing plans as the City may reasonably request .
"County" means the County of Sherburne, Minnesota.
"Developer" means New Resources, LLC, a Minnesota limited liability company, or its
permitted successors and assigns.
"Development District" means the City's Development District No. 1.
"Developer's Minimum Improvements" means the demolition of all buildings on the
New Resources Property, and the development and construction of the Project, but excluding the
Public Improvements.
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"Developer's Minimum Improvements Property" means the real property so described in
Exhibit D attached hereto.
"Development Program" means the Development Program for Development District No.
1, and as it may be amended.
"Event of Default" means an action by Developer, or the City, as applicable, as set forth
in Article IX of this Agreement.
"Hazardous Materials" includes, without limitation, gasoline, petroleum products,
explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic
substances, polychlorinated biphenyls or related or similar materials, asbestos or any material
containing asbestos, or any other substance or material as may be defined as a hazardous or toxic
substance by any federal, state or local environmental law, ordinance, rule, or regulation
including, without limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Materials
Transportation Act, as amended (42 U.S.C. Section 1801, et seq.), the Resource Conservation
and Recovery Act, as amended (42 U.S. C. Section 1251, et seq.), the Clean Air Act, as amended
(42 U.S.C. Section 7401, et seq.) and in the regulations adopted and publications promulgated
pursuant thereto.
"Holder" means the owner of a Mortgage.
"Mortgage" means any mortgage made by Developer which is secured, in whole or in
part, with the Developer's Minimum Improvements Property, and any modification, supplement,
extension, renewal or amendment thereof.
"New Resources Property" means the real property so described in Exhibit B attached
hereto.
,,Project" means the construction by the Developer of a new light maintenance facility
with related office and storage space, parking, and street access on the Developer's Minimum
Improvements Property.
"Public Improvements" means the construction by the City, as further provided herein, of
the Retention Pond, as defined in Section 4.5(b), and of the New 61/2 Street, as defined in Section
4.5(c).
"Public Improvement Property" means the real property so described in Exhibit C
attached hereto.
"Revised Drawings" means the Revised Layout Drawing dated November 16, 2017 by
Oliver Survey and Engineering, Inc., consisting of 5 pages and attached hereto as Exhibit E.
"State" means the State of Minnesota.
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"Tax Official" means any County assessor; County auditor; County or State board of
equalization, the commissioner of revenue of the State, or any State or federal district court, the
tax court of the State, or the State Supreme Court.
"Termination Date" means the earliest of(i) the date the City terminates this Agreement
due to an Event of Default by the Developer under Article IX hereof, (ii) the date the City has
repaid the Interfund Loan (as defined in Section 3.15), (iii) the date the TIF District (as defined
in Section 3.15) is terminated or expires, or(iv) December 31, 2045.
"Unavoidable Delays" means unexpected delays which are the direct result o£ (i) adverse
weather conditions, (ii) shortages of materials, (iii) strikes, other labor troubles, (iv) fire or other
casualty to the Minimum Improvements, (v) litigation commenced by third parties which, by
injunction or other judicial action, directly results in delays, (vi) acts of any federal or state
governmental unit, including legislative and administrative acts, (vii) approved changes to the
Construction Plans that result in delays (viii) delays caused by the discovery of any adverse
environmental condition on or within the Developer's Minimum Improvements Property or the
Public Improvement Property to the extent reasonably necessary to comply with federal and state
environmental laws, regulations, orders or agreements, (ix) delay in the issuance of any
certificate, license, permit, or any other approval by the City or any other governmental entity,
provided application therefor is timely made and diligently pursued by Developer and (x) any
other cause or force majeure beyond the control of the affected Party which directly results in
delays.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations by the City. The City makes the following
representations as the basis for the undertaking on its part herein contained:
(a) The City is a municipal corporation and political subdivision duly organized and
existing under the laws of the State. Under the provisions of the Act, the City has the power to
enter into this Agreement and carry out its obligations hereunder.
(b) The activities of the City are undertaken to foster the development of certain real
property which for a variety of reasons is presently underutilized, to create increased tax base in
the City, and to stimulate further development of the City as a whole.
(c) The City will use its best efforts to facilitate development of the Developer's
Minimum Improvements, including but not limited to cooperating with the Developer in
obtaining necessary administrative and land use approvals and construction financing pursuant to
Section 7.1 hereof.
(d) No Councilmember of the City, or officer of the City, benefits financially from
this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and 471.87.
Section 2.2. Representations and Warranties by Developer. Developer represents and
warrants that:
(a) The Developer is a Minnesota limited liability company duly organized and in
good standing under the laws of the State of Minnesota, is not in violation of any provisions of
its articles of organization, operating agreement or bylaws or, to the best of its knowledge, the
laws of the State, is duly authorized to transact business within the State, has power to enter into
this Agreement and has duly authorized the execution, delivery and performance of this
Agreement by proper action of its members.
(b) If Developer acquires the City's Property in accordance with this Agreement after
the satisfaction of the conditions set forth in Section 3.4 hereof, Developer will construct, operate
and maintain the Developer's Minimum Improvements, or cause the same to be constructed,
operated and maintained, in accordance with the terms of this Agreement, and all local, state and
federal laws and regulations (including, but not limited to, environmental, zoning, building code
and public health laws and regulations).
(c) The Developer has received no written notice or communication from any local,
state or federal official that the activities of Developer or the City in the Project Area would be in
violation of any environmental law or regulation. Developer is aware of no facts the existence of
which would cause the Developer's Minimum Improvements Property to be in violation of or
give any person a valid claim under any local, state or federal environmental law, regulation or
review procedure.
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(d) Developer will construct, or cause to be constructed, the Developer's Minimum
Improvements in accordance with all local, county, state or federal energy-conservation laws or
regulations.
(e) For the Developer's Minimum Improvements, Developer will timely apply for
and diligently pursue all required permits, licenses and approvals, and will meet, in a timely
manner, all requirements of all applicable local, county, state and federal laws and regulations
which must be obtained or met before the Developer's Minimum Improvements may be lawfully
constructed.
(f) To the best of Developer's knowledge and belief, neither the execution and
delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this Agreement is prevented,
limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any
partnership or company restriction or any evidences of indebtedness, agreement or instrument of
whatever nature to which Developer is now a party or by which it is bound, or constitutes a
default under any of the foregoing.
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ARTICLE III
EXCHANGE OF PROPERTY
Section 3.1. Status of the Properties to be Exchanged. As of the date of this
Agreement, the City owns the City's Property and will convey title to and possession of the
City's Property to the Developer, subject to all the terms and conditions of this Agreement. The
Developer owns the New Resources Property and will convey title to and possession of the New
Resources Property to the City, subject to the terms and conditions of this Agreement.
Section 3.2. Purchase Price. In consideration of the agreements herein, the Developer
agrees to sell and convey the New Resources Property to the City and the City agrees to purchase
the same, and the City agrees to sell and convey the City's Property to the Developer and the
Developer agrees to purchase the same, according to the terms of this Agreement.
Consideration for purchase of the New Resources Property will be the conveyance of the
City's Property. Consideration for the purchase of the City's Property will be the conveyance of the
New Resources Property.
Section 3.3. Closing. The closing on conveyance of the New Resources Property from
the Developer to the City and the closing on the conveyance of the City's Property from the City
to the Developer shall occur simultaneously upon satisfaction of the conditions specified in
Sections 3.4 and 3.5 on a date mutually agreed to by the Parties, but no later than April 1, 2018
or at such other date as the Parties hereto agree in writing ("Closing"). If the Closing does not
take place by April 1, 2018, and the closing date has not been extended by mutual agreement of
the Parties, this Agreement shall terminate and neither Party shall have any further obligations
hereunder.
Section 3.4. Conditions of Conveyance of City's Property. The City shall convey title
to and possession of the City's Property to the Developer at Closing by quit claim deed
substantially in the form set forth on Exhibit F to this Agreement (the "Deed"). The City's
obligation to convey the City's Property to the Developer, and Developer's obligation to
purchase the City's Property, is subject to satisfaction of the following terms and conditions:
(a) The Developer having secured financing for the construction of the Developer's
Minimum Improvements, if applicable, and City having approved such financing in accordance
with Article VII hereof, and the Developer having closed on such financing at or before Closing.
(b) The City shall have approved a site plan for the Developer's Minimum
Improvements and the Developer shall have obtained a building permit for construction of the
Developer's Minimum Improvements.
(c) There is no uncured Event of Default under this Agreement.
(d) The Developer having reviewed and approved title to the City's Property as set
forth in Section 3.7 hereof.
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(e) The Developer having reviewed and approved soil and environmental conditions
as set forth in Section 3.1O(d).
(f) The City having obtained good and marketable title to the City's Property.
(g) The City having completed the City Site Work to the reasonable satisfaction of
the Developer's general contractor.
Condition (c) is solely for the benefit of the City, and may be waived by the City. Conditions (d),
(e), (f) and (g) are solely for the benefit of the Developer, and may be waived by the Developer.
Conditions (a) and (b) are for the benefit of both the City and the Developer and may only be
waived by both Parties.
Section 3.5. Conditions of Conveyance of New Resources Property. The Developer
shall convey title to and possession of the New Resources Property to the City at Closing by quit
claim deed. The Developer's obligation to convey the New Resources Property to the City, and
City's obligation to purchase the New Resources Property, is subject to satisfaction of the
following terms and conditions:
(a) There is no uncured Event of Default under this Agreement.
(b) The City having reviewed and approved (or waived objections to) title to the New
Resources Property as set forth in Section 3.8 hereof.
(c) The Developer having completed the removal of all trees and the demolition and
removal of all buildings on the New Resources Property to the reasonable satisfaction of the City
engineer.
(d) The City having reviewed and approved (or waived objections to) soil and
environmental conditions as set forth in Section 3.9 hereof.
Condition (a) is solely for the benefit of the Developer, and may be waived by the Developer.
Conditions (b), (c), and(d) are solely for the benefit of the City, and may be waived by the City.
Section 3.6. Place of Document Execution, Delivery and Recording.
(a) Location. Unless otherwise mutually agreed by the City and Developer, the
execution and delivery of all deeds and documents shall be made at the offices of the City.
(b) Documents. The following documents shall be delivered in connection with the
Closing:
(1) A quit claim deed for the New Resources Property and a quit claim deed
for the City's Property. Both deeds shall be in recordable form and shall be promptly
recorded in the proper office for the recordation of deeds.
(2) An affidavit of the Developer regarding liens, judgments, tax liens,
bankruptcies, parties in possession, survey and mechanics' or materialmen's liens and
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other matters affecting title to the New Resources Property and/or as may be reasonably
required by the title company to delete the so-called "standard exceptions" from the title
insurance policy.
(3) An affidavit of the City regarding liens,judgments, tax liens, bankruptcies,
parties in possession, survey and mechanics' or materialmen's liens and other matters
affecting title to the City's Property and/or as may be reasonably required by the title
company to delete the so-called "standard exceptions" from the title insurance policy.
(4) Transferor's certifications from the City and the Developer stating that
neither Developer nor the City, respectively, is a "foreign person", "foreign partnership",
"foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the
Internal Revenue Code, and containing such additional information as may be required
thereunder.
(5) A settlement statement consistent with this Agreement.
(6) Well disclosure certification, if required, or, if there is no well on the
City's Property or the New Resources Property, the applicable deed given pursuant to
paragraph 3.6(b)(1) above must include the following statement: "The Seller certifies that
the Seller does not know of any wells on the described real property."
(7) A "bring-down" certificate of the Developer, certifying that all of the
warranties made by Developer in this Agreement remain true as of Closing. A "bring-
down" certificate of the City, certifying that all of the warranties made by City in this
Agreement remain true as of Closing.
(8) Any other documents reasonably required by the title company to
evidence that title to the New Resources Property and the City's Property is marketable
and that the Developer and the City have complied with the terms of this Agreement.
(9) Such other documents as shall be required to carry out the intent of this
Agreement.
(c) Closing Costs. In addition to any amounts payable pursuant to Section 3.13, at
Closing, the Developer shall pay: all recording costs, including state deed tax, in connection
with the conveyance of the New Resources Property and costs of recording any instruments used
to clear title encumbrances and outstanding special assessments, if any, with respect to the New
Resources Property; and title insurance commitment fees and premiums, if any, with respect to
its title insurance policy on the City's Property. At Closing, the City shall pay: all recording
costs, including state deed tax, in connection with the conveyance of the City's Property and
costs of recording any instruments used to clear title encumbrances and outstanding special
assessments, if any, with respect to the City's Property; and title insurance commitment fees and
premiums, if any, with respect to its title insurance policy on the New Resources Property. The
City and the Developer will each pay 1/2 of the closing fees charged by the title company to
close the transaction contemplated by this Agreement.
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Section 3.7. Title to City's Property.
(a) As soon as reasonably practical after the date of this Agreement, the Developer
shall obtain a commitment for the issuance of a policy of title insurance for the City's Property.
The Developer shall have 20 days from the date of its receipt of such commitment and a current
survey of the City's Property to review the state of title (including survey matters) to the City's
Property and to provide the City with a list of written objections to such title (including survey
matters). Upon receipt of the Developer's list of written objections, the City shall proceed in
good faith and with all due diligence to attempt to cure the objections made by the Developer.
Promptly after expiration of the Developer's 20-day review period, or after the date that any title
or survey objections have been cured to the reasonable satisfaction of the Developer, the City
and Developer shall proceed with the conveyance of the City's Property pursuant to Section 3.6
of this Agreement. In the event that the City has failed to cure objections within 60 days after its
receipt of the Developer's list of such objections, the Developer may (i) by the giving of written
notice to the City terminate this Agreement, upon the receipt of which this Agreement shall be
null and void and neither Party shall have any liability hereunder, except for any obligations
under Section 3.13, or (ii) waive any title objections and proceed to closing. The City shall have
no obligation to take any action to clear defects in the title to the City's Property, other than the
good faith efforts described above.
(b) The City shall take no actions to encumber title to the City's Property between
the date of this Agreement and the time the deed is delivered to the Developer. The City
expressly agrees that it will not cause or permit the attachment of any mechanics, attorneys, or
other liens to the City's Property prior to Closing. Upon Closing, the City is obligated to pay all
costs to discharge any encumbrances to the City's Property attributable to actions of the City, its
employees, officers, agents or consultants, including without limitation any architect, contractor
and or engineer.
(c) The Developer shall take no actions to encumber title to the City's Property
between the date of this Agreement and the time the deed is delivered to the Developer. The
Developer expressly agrees that it will not cause or permit the attachment of any mechanics,
attorneys, or other liens to the City's Property prior to Closing. Notwithstanding termination of
this Agreement prior to Closing, Developer is obligated to pay all costs to discharge any
encumbrances to the City's Property attributable to actions of Developer, its employees, officers,
agents or consultants, including without limitation any architect, contractor and or engineer.
Section 3.8. Title to New Resources Property.
(a) As soon as reasonably practical after the date of this Agreement, the City will
obtain a commitment for the issuance of a policy of title insurance for the New Resources
Property. The City shall have 20 days from the date of its receipt of such commitment and a
current survey of the New Resources Property to review the state of title (including survey
matters) to the New Resources Property and to provide the Developer with a list of written
objections to such title (including survey matters). Upon receipt of the City's list of written
objections, the Developer shall proceed in good faith and with all due diligence to attempt to
cure the objections made by the City. Promptly after expiration of the City's 20-day review
period, or after the date that any title or survey objections have been cured to the reasonable
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satisfaction of the City, the City and Developer shall proceed with the conveyance of the New
Resources Property pursuant to Section 3.6 of this Agreement. In the event that the Developer
has failed to cure objections within 60 days after its receipt of the City's list of such objections,
the City may (i) by the giving of written notice to the Developer terminate this Agreement, upon
the receipt of which this Agreement shall be null and void and neither Party shall have any
liability hereunder, except for any obligations under Section 3.13, or (ii) waive any title
objections and proceed to closing. The Developer shall have no obligation to take any action to
clear defects in the title to the New Resources Property, other than the good faith efforts
described above.
(b) The Developer shall take no actions to encumber title to the New Resources
Property between the date of this Agreement and the time the deed is delivered to the City. The
Developer expressly agrees that it will not cause or permit the attachment of any mechanics,
attorneys, or other liens to the New Resources Property prior to Closing. Upon Closing, the
Developer is obligated to pay all costs to discharge any encumbrances to the New Resources
Property attributable to actions of the Developer, its employees, officers, agents or consultants,
including without limitation any architect, contractor and or engineer.
(c) The City shall take no actions to encumber title to the New Resources Property
between the date of this Agreement and the time the deed is delivered to the City. The City
expressly agrees that it will not cause or permit the attachment of any mechanics, attorneys, or
other liens to the New Resources Property prior to Closing. Notwithstanding termination of this
Agreement prior to Closing, City is obligated to pay all costs to discharge any encumbrances to
the New Resources Property attributable to actions of City, its employees, officers, agents or
consultants, including without limitation any architect, contractor and or engineer.
Section 3.9. "As Is" Conveyance of New Resources Property. The City will take the
conveyance of the New Resources Property on an "AS IS" "WHERE IS" basis, with all faults
and defects, without any warranties, express or implied, except such representations and
warranties as specifically set forth in this Agreement.
(a) The Developer makes no representations concerning nor shall have any
responsibility or obligation to undertake any cleanup or remediation on the New Resources
Property.
(b) The City is hereby granted the right to enter upon and inspect, analyze and test the
New Resources Property for all reasonable purposes, including conducting soil and
environmental tests or studies upon 24 hours notice to the Developer. The City shall pay for the
cost of all investigations of the New Resources Property which are ordered by the City for
purposes of conducting its own investigations of the New Resources Property. If, at least, 10
days before the Closing, the City determines that Hazardous Materials or other pollutants as
defined under federal and state law exist on the property, or that the soils are otherwise
unsuitable for construction of the Minimum Improvements, the City may at its option terminate
this Agreement by giving notice to the Developer, upon receipt of which this Agreement shall be
null and void and neither Party shall have any liability thereunder. The City hereby agrees to
indemnify and hold the Developer harmless from any claims, damages, costs and liability,
including without limitation reasonable attorneys' fees, resulting from entering upon the New
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Resources Property or the performing of the analysis, tests or inspections referred to in this
section.
(c) The City acknowledges that the Developer makes no representations or warranties
as to the condition of the soils on the New Resources Property or its fitness for construction of
the Public Improvements or any other purpose for which the City may make use of such
property. The City further agrees that it will indemnify, defend, and hold harmless the
Developer, and its officers, and employees, from any claims or actions arising out of the
presence, if any, of hazardous wastes or pollutants on the New Resources Property after the date
of Closing.
(d) To the actual knowledge of the undersigned representatives of the Developer,
there are no legal actions, suits or other legal or administrative proceedings, pending or
threatened, that affect the New Resources Property or any portion thereof, and the undersigned
representatives of the Developer have no actual knowledge that any such action is presently
contemplated.
Section 3.10. As Is Conveyance of City's Property.
(a) The Developer shall take the conveyance of City's Property on an "AS IS"
"WHERE IS" basis, with all faults and defects, without any warranties, express or implied,
except such representations and warranties as specifically set forth in this Agreement, and the
Developer waives any claims against the City and its governing bodies' members, officers,
agents, including the independent contractors, consultants and legal counsel, servants and
employees thereof (for purposes of this Section, collectively the "Indemnified Parties"), for
indemnification, contribution, reimbursement or other payments arising under federal and state
law and the common law relating to environmental or any other condition of City's Property.
(b) The City makes no representations concerning nor shall have any responsibility or
obligation to undertake any cleanup or remediation on the City's Property. Following delivery
of the Deed, the Developer agrees to remediate any environmental contamination or pollution on
the City's Property that may be required by law.
(c) The Developer is hereby granted the right to enter upon and inspect, analyze and
test the City's Property for all reasonable purposes, including conducting soil and environmental
tests or studies upon 24 hours notice to the City Administrator. The Developer shall pay for the
cost of all investigations of the City's Property which are ordered by Developer for purposes of
conducting its own investigations of the City's Property. If, at least, 10 days before the Closing,
the Developer determines that Hazardous Materials or other pollutants as defined under federal
and state law exist on the property, or that the soils are otherwise unsuitable for construction of
the Minimum Improvements, the Developer may at its option terminate this Agreement by
giving notice to the City, upon receipt of which this Agreement shall be null and void and neither
Party shall have any liability thereunder. Developer hereby agrees to indemnify and hold the
City harmless from any claims, damages, costs and liability, including without limitation
reasonable attorneys' fees, resulting from entering upon the City's Property or the performing of
the analysis, tests or inspections referred to in this section.
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(d) The Developer acknowledges that the City makes no representations or warranties
as to the condition of the soils on the City's Property or its fitness for construction of the
Minimum Improvements or any other purpose for which the Developer may make use of such
property. The Developer further agrees that it will indemnify, defend, and hold harmless the
City, and its governing body members, officers, and employees, from any claims or actions
arising out of the presence, if any, of hazardous wastes or pollutants on the City's Property after
the date of Closing.
(e) To the actual knowledge of the undersigned representatives of the City, there are
no legal actions, suits or other legal or administrative proceedings, pending or threatened, that
affect the City's Property or any portion thereof, and the undersigned representatives of the City
have no actual knowledge that any such action is presently contemplated.
Section 3.11. Representations and Warranties Regarding New Resources Property.
(a) Prior to the Closing, the Developer shall pay in full all amounts due for labor,
materials, machinery, fixtures or tools furnished within the 120 days immediately preceding the
Closing in connection with construction, alteration or repair of any structure upon or
improvement to the New Resources Property.
(b) To the best of the Developers' knowledge, no hazardous substances are located on
or have been stored, generated, used, processed or disposed of on or released or discharged from
(including ground water contamination) the New Resources Property and no above or
underground storage tanks exist on, or have been removed from, the New Resources Property.
(c) There are no legal actions, suits or other legal or administrative proceedings,
pending or threatened, that affect the New Resources Property or any portion thereof, and the
Developer has no knowledge that any such action is presently contemplated.
(d) The Developer has good, indefeasible and marketable fee simple title to the New
Resources Property, subject to the permitted encumbrances. The Developer has no knowledge of
any unrecorded agreements, undertakings or restrictions which affect the New Resources
Property.
(e) The Developer has not filed, voluntarily or involuntarily, for bankruptcy relief
within the last year under the United States Bankruptcy Code, nor has any petition for
bankruptcy or receivership been filed against the Developer within the last year
(f) To the best of the Developer's knowledge, there are no wells on the New
Resources Property within the meaning of Minnesota Statutes, Section 103L235. There is no
sewage generated at the New Resources Property to be managed, and there is no individual
sewage treatment system located on or serving the New Resources Property.
(g) The Developer has not relied on the City, its governing bodies' members, officers,
agents, including the independent contractors, consultants and legal counsel, servants and
employees thereof regarding any tax consequences to the Developer regarding the land exchange
contemplated by this Agreement and other amounts which may be paid by the City under this
Agreement.
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All representations and warranties made herein shall be deemed remade as of Closing and
shall be true and correct as of Closing and shall be deemed to be material and to have been relied
upon by the Parties, notwithstanding any investigation or other act of Developer heretofore or
hereafter made, and shall survive Closing and execution and delivery of the deed.
Section 3.12. Representations and Warranties Regarding City's Property.
(a) Prior to the Closing, the City shall pay in full all amounts due for labor, materials,
machinery, fixtures or tools furnished within the 120 days immediately preceding the Closing in
connection with construction, alteration or repair of any structure upon or improvement to the
City's Property.
(b) To the City's actual knowledge, without investigation, there are no legal actions,
suits or other legal or administrative proceedings, pending or threatened, that affect the City's
Property or any portion thereof, and the City has no actual knowledge that any such action is
presently contemplated.
(c) The City has good, indefeasible and marketable fee simple title to the City's
Property, subject to the permitted encumbrances. The City has no actual knowledge of any
unrecorded agreements, undertakings or restrictions which affect the City's Property.
(d) To the City's actual knowledge, without investigation, there are no wells on the
City's Property within the meaning of Minnesota Statutes, Section 103L235. To the City's
actual knowledge, without investigation, there is no sewage generated at the New Resources
Property to be managed, and there is no individual sewage treatment system located on or
serving the New Resources Property.
(e) The City has not relied on the Developer, its officers, agents, including the
independent contractors, consultants and legal counsel, servants and employees thereof regarding
any tax consequences to the City regarding the land exchange contemplated by this Agreement
and other amounts which may be paid by the City under this Agreement.
All representations and warranties made herein shall be deemed remade as of Closing and
shall be true and correct as of Closing and shall be deemed to be material and to have been relied
upon by the Parties, notwithstanding any investigation or other act of City heretofore or hereafter
made, and shall survive Closing and execution and delivery of the deeds.
Section 3.13. No Business Subsidy. The City's Property and the New Resources
Property are being exchanged for fair value as set forth in this Agreement. As such, this
exchange transaction does not constitute a business subsidy within the meaning of Minnesota
Statutes, Sections 116J.993 through 116J.995.
Section 3.14. Tax Increment Financing. The City has established Tax Increment
Financing (Redevelopment) District No. 24 (the Truck Shop Project) (the "TIF District") which
includes the Developer's Minimum Improvements Property and the Public Improvement
Property. Tax increments generated from the TIF District (the "Tax Increments"), including the
Developer's Minimum Improvements Property, will be used by the City for administrative costs
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of creating and maintaining the TIF District and to finance certain administrative costs, the City
Site Work and the Public Improvements within the TIF District pursuant to an interfund loan as
authorized by a resolution adopted by the City on May 15, 2017 (the "Interfund Loan"). The
Developer understands that the Tax Increments are pledged to the payment of administrative
costs and the repayment of the Interfund Loan and no payment of Tax Increments will be
provided to the Developer. The City shall use the Tax Increments for any purpose it determines
for which the Tax Increments may lawfully be used pursuant to the applicable provisions of the
Minnesota law.
Section 3.15. Relocation Benefits; Indemnification. The Developer acknowledges that
the Developer is not being displaced from the New Resources Property as a result of the
transaction contemplated by this Agreement and that the Developer is not eligible for relocation
assistance and benefits and that the land exchange contemplated by this Agreement includes
compensation for any and all relocation assistance and benefits for which the Developer may be
eligible. The provisions of this paragraph shall survive closing of the transaction contemplated
by this Agreement.
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ARTICLE IV
CONSTRUCTION OF MINIMUM IMPROVEMENTS AND PUBLIC IMPROVEMENTS
Section 4.1. Construction of Minimum Improvements. Subject to all other terms and
conditions of this Agreement, the Developer agrees that it will construct, or cause to be
constructed, the Developer's Minimum Improvements in accordance with the terms of this
Agreement and the approved Construction Plans. At all times prior to the Termination Date the
Developer will operate and maintain, preserve and keep the Developer's Minimum
Improvements or cause the Minimum Improvements to be operated, maintained, preserved and
kept with the appurtenances and every part and parcel thereof, in good repair and condition.
Section 4.2. Construction Plans.
(a) Before commencement of construction of the Developer's Minimum
Improvements and subject to the necessary completion of the City Site Work, Developer shall
submit to the City Construction Plans. The City will approve such Construction Plans in writing
if. (i) such Construction Plans conform to the terms and conditions of this Agreement; (ii) such
Construction Plans conform to the goals and objectives of the Development Program; (iii) such
Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and
regulations; (iv) such Construction Plans are adequate to provide for construction of the
Minimum Improvements; (v) the Construction Plans do not provide for expenditures in excess of
the funds available to Developer for construction of the Minimum Improvements; and (vi) no
Event of Default by either of the Parties has occurred. No approval by the City shall relieve
Developer of the obligation to comply with the terms of this Agreement or of the Development
Program, applicable federal, state and local laws, ordinances, rules and regulations, or to
construct the Developer's Minimum Improvements in accordance therewith. No approval by
the City shall constitute a waiver of an Event of Default, except as may be agreed to in writing
signed by the Parties. If approval of the Construction Plans is requested by Developer in writing
at the time of submission by the Developer, such Construction Plans shall be deemed approved
unless rejected in writing by the City, in whole or in part within 30 days of such submission.
Such rejections shall set forth in detail the reasons therefore, and shall be made within 30 days
after the date of their receipt by the City. If the City rejects any Construction Plans in whole or
in part, Developer shall submit new or corrected Construction Plans within 30 days after written
notification to Developer of the rejection. The provisions of this Section relating to approval,
rejection and resubmission of corrected Construction Plans shall continue to apply until the
Construction Plans have been approved by the City. The City's approval shall not be
unreasonably withheld. Said approval shall constitute a conclusive determination that the
Construction Plans (and the Developer's Minimum Improvements and the City's Minimum
Improvements, constructed in accordance with said plans) comply to the City's satisfaction with
the provisions of this Agreement relating thereto.
The Developer hereby waives any and all claims and causes of action whatsoever
resulting from the review of the Construction Plans by the City and/or any changes in the
Construction Plans requested by the City. Neither the City nor any employee or official of the
City shall be responsible in any manner whatsoever for any defect in the Construction Plans or in
any work done pursuant to the Construction Plans, including changes requested by the City.
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(b) If Developer desires to make any material change in the Construction Plans after
their approval by the City, Developer shall submit the proposed change to the City for its
approval. If the Construction Plans, as modified by the proposed change, conform to the
requirements of this Section 4.2 of this Agreement with respect to such previously approved
Construction Plans, the City shall approve the proposed change and notify Developer in writing
of its approval. Such change in the Construction Plans shall, in any event, be deemed approved
by the City unless rejected, in whole or in part, by written notice by the City to Developer, given
to the Developer within 10 days after the date of submission of such proposed change, setting
forth in detail the reasons therefor. The City's approval of any such change in the Construction
Plans will not be unreasonably withheld.
Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable
Delays and subject to the completion of the City Site Work, the Developer must commence
construction of the Developer's Minimum Improvements by September 1, 2018. The Developer
must substantially complete construction of Developer's Minimum Improvements by December
31, 2018. All work with respect to the Developer's Minimum Improvements to be constructed
on the Developer's Minimum Improvements Property shall substantially conform to the
Construction Plans as submitted by Developer and approved by the City.
Developer agrees for itself, its successors and assigns, and every successor in interest to
the Developer's Minimum Improvements Property, or any part thereof, that Developer, and such
successors and assigns, shall promptly begin and diligently prosecute, to completion, the
development of the Developer's Minimum Improvements Property through the construction of
the Developer's Minimum Improvements thereon, and that such construction shall in any event
be commenced within the period specified in this Section 4.3 of this Agreement. Subsequent to
conveyance of the City's Property, or any part thereof, to Developer, and until construction of
the Minimum Improvements has been completed, Developer shall make reports, in such detail
and at such times as may reasonably be requested by the City, as to the actual progress of
Developer with respect to such construction.
Section 4.4. Certificate of Completion.
(a) Promptly after substantial completion of the Minimum Improvements in
accordance with those provisions of the Agreement relating solely to the obligations of
Developer to construct the Minimum Improvements (including the dates for commencement and
completion thereof), the City will furnish Developer with an appropriate instrument so certifying.
Such certifications by the City shall be (and it shall be so provided in the deed and in the
certifications themselves) a conclusive determination of satisfaction and termination of the
agreements and covenants in the Agreement and in the quit claim deed for the City's Property
with respect to the obligations of Developer, and its successors and assigns, to construct the
Minimum Improvements and the date for the completion thereof. Such certifications and such
determination shall not constitute evidence of compliance with or satisfaction of any obligation
of Developer to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned
to finance the Minimum Improvements, or any part thereof.
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(b) The certificates provided for in this Section 4.4 of this Agreement shall be in such
form as will enable them to be recorded in the proper office for the recordation of deeds and
other instruments pertaining to the Developer's Minimum Improvements Property. If the City
shall refuse or fail to provide any certification in accordance with the provisions of this Section
4.4 of this Agreement, the City shall, within 30 days after written request by Developer, provide
Developer with a written statement, indicating in adequate detail in what respects Developer has
failed to complete the Developer's Minimum Improvements in accordance with the provisions of
the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the
opinion of the City, for Developer to take or perform in order to obtain such certification.
(c) The construction of the Developer's Minimum Improvements shall be deemed to
be commenced when foundation work has commenced (as reasonably determined by the City
Representative), and shall be deemed to be substantially completed when Developer has received
a certificate of occupancy issued by the City for the Developer's Minimum Improvements.
Section 4.5. Construction of Public Improvements.
(a) In order to induce the Developer to undertake the Developer's Improvements,
subject to the terms and conditions set forth herein, the City agrees to undertake the construction
of the Public Improvements, in accordance with the plans and specifications prepared by the City
engineer. The City agrees that, subject to the terms and conditions set forth herein, it shall
promptly begin and diligently prosecute, to completion, the construction of the Public
Improvements.
(b) Subject to (i) Unavoidable Delays, (ii) the satisfaction of all conditions to the
conveyance of the City's Property and New Resources Property, (iii) approval by the City
Council of the final plans, specifications and costs, (iv) City having obtained satisfactory bids in
accordance with approved such plans and specifications and having awarded and entered into a
contract for the construction thereof, and (v) satisfaction of the requirements of all applicable
laws, City ordinances, requirements and procedures and the City Code, the City shall, at its own
expense, commence construction of a drainage and stormwater retention pond on the Public
Improvement Property on Outlot A as depicted on the plat to be recorded following Closing for
the New Resources Addition attached hereto as Exhibit G, subject to and in accordance with the
plans and specifications prepared by the City engineer, (the "Retention Pond") by September 1,
2018 and substantially complete such construction of the Retention Pond by December 31, 2018.
The City will operate and maintain the Retention Pond at its own expense, in accordance with
the City Code and City ordinances, requirements and procedures. However, the City retains the
ability, in accordance with the City Code and the City's ordinances, to levy future special
assessments or charges for clean-up of restricted discharges made by the Developer into the
Retention Pond.
(c) Subject to (i) Unavoidable Delays, (ii) the satisfaction of all conditions to the
conveyance of the City's Property and New Resources Property, (iii) approval by the City
Council of the final plans, specifications and costs, (iv) City having obtained satisfactory bids in
accordance with approved such plans and specifications and having awarded and entered into a
contract for the construction thereof, and (v) satisfaction of the requirements of all applicable
laws, City ordinances, requirements and procedures and the City Code, the City shall, at its own
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expense, commence construction of a new public street referred to in this Agreement as "6 �/2
Street," from Quinn Avenue to Proctor Avenue on the Public Improvement Property at the
location shown as 6 �/2 Street on the plat to be recorded following Closing for the New Resources
Addition attached hereto as Exhibit G subject to and in accordance with the plans and
specifications prepared by the City engineer (the "New 6 1/2 Street") by September 1, 2018 and
substantially complete such construction of the New 6 �/2 Street by December 31, 2018. Until the
New 6 1/2 Street is completed, the City agrees keep the existing 6th Street (south of the Project
and just north of Highway 10) and Quinn Avenue (along the west edge of the Project) open as
public roadways to allow access to the Developer's Minimum Improvements Property. The
Developer shall not use the 6 1/2 Street right-of-way for storage and staging during the
construction of the Developer's Minimum Improvements.
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ARTICLE V
INSURANCE
Section 5.1. Insurance. Developer will provide and maintain at all times during the
process of constructing the Developer's Minimum Improvements an All Risk Broad Form Basis
Insurance Policy and, from time to time during that period, at the request of the City, furnish the
City with proof of payment of premiums on policies covering the following:
(a) Builder's risk insurance, written on the so-called "Builder's Risk — Completed
Value Basis," in an amount equal to 100% of the insurable value of the Developer's Minimum
Improvements at the date of completion, and with coverage available in nonreporting form on
the so-called "all risk" form of policy.
(b) Comprehensive general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations and contractual liability insurance)
together with an Owner's Contractor's Policy with limits against bodily injury and property
damage of not less than $1,000,000 for each occurrence (to accomplish the above-required
limits, an umbrella excess liability policy may be used); and
(c) Workers' compensation insurance, with statutory coverage.
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ARTICLE VI
DELINQUENT TAXES AND REVIEW OF TAXES
Section 6.1. Review of Taxes. Developer agrees that, prior to the Termination Date, it
will not apply for a deferral of property tax on the Developer's Minimum Improvements
Property pursuant to any law, or transfer or permit transfer of the Developer's Minimum
Improvements Property to any entity whose ownership or operation of the property would result
in the Developer's Minimum Improvements Property being exempt from real estate taxes under
State law (other than any portion thereof dedicated or conveyed to City in accordance with this
Agreement).
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ARTICLE VII
FINANCING
Section 7.1. Financing.
(a) Before conveyance of the City's Property, the Developer shall submit to the City
evidence of one or more commitments for mortgage financing which will close on or before the
date of the Closing on the real property exchange pursuant to this Agreement or a certificate of
internal financing in an amount sufficient for the construction of the Developer's Minimum
Improvements. Such commitments may be submitted as short term financing, long term
mortgage financing, a bridge loan with a long-term take-out financing commitment, or any
combination of the foregoing. Such commitment or commitments for short term or long term
mortgage financing shall be subject only to such conditions as are normal and customary in the
mortgage banking industry.
(b) If the City finds that the mortgage financing is sufficiently committed and
adequate in amount to provide for the Developer's Minimum Improvements, then the City shall
notify the Developer in writing of its approval. Such approval shall not be unreasonably
withheld and either approval or rejection shall be given within 15 days from the date when the
City is provided the evidence of financing. A failure by the City to respond to such evidence of
financing shall be deemed to constitute an approval hereunder. If the City rejects the evidence of
financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any
event the Developer shall submit adequate evidence of financing within 30 days after such
rejection.
Section 7.2. HRA Loan. The Developer acknowledges that pursuant to a Loan
Agreement (Blighted Properties Forgivable Commercial/Industrial Loan) between the Housing
and Redevelopment Authority in and for the City of Elk River (the "HRA") and the Developer,
the HRA has authorized a loan in the amount of $75,000 in connection with the Developer's
Minimum Improvements (the "HRA Loan") which HRA Loan is conditioned, among other
things, upon the Developer providing a Mortgage and Assignment of Rents and Security
Agreement and Fixture Financing Statement for the Developer's Minimum Improvements
Property to the HRA and therefore, Closing under this Agreement is a condition to closing on the
HRA Loan. The Developer further acknowledges that the Developer will be required to repay
the HRA Loan, among other things, if the Developer fails to complete the Developer's Minimum
Improvements as evidenced by a Certificate of Completion as provided in Section 4.4 hereof.
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ARTICLE VIII
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION
Section 8.1. Representation as to Development. Developer represents and agrees that
its purchase of the City's Property or portions thereof, and its other undertakings pursuant to the
Agreement, are, and will be used, for the purpose of development of the Project and not for
speculation in land holding.
Section 8.2. Prohibition Against Transfer of Property and Assignment of Agreement.
Developer represents and agrees that until issuance of the final Certificate of Completion for the
Minimum Improvements:
(a) Other than a lease or other agreement with Truck Shop, Inc. to which the City
hereby consents, Developer has not made or created and will not make or create or suffer to be
made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power,
or transfer in any other mode or form of or with respect to this Agreement or the Developer's
Minimum Improvements Property or any part thereof or any interest therein, or any contract or
agreement to do any of the same, to any person or entity (collectively, a "Transfer"), without the
prior written approval of the City's board of commissioners unless Developer remains liable and
bound by this Agreement, in which event, notwithstanding anything in this Agreement to the
contrary, the City's approval is not required. The term "Transfer" does not include (i)
encumbrances made or granted by way of security for, and only for, the purpose of obtaining
construction, interim or permanent financing necessary to enable Developer or any successor in
interest to the Developer's Minimum Improvements Property, or any part thereof, to construct
the Developer's Minimum Improvements, or (ii) any lease, license, easement or similar
arrangement entered into in the ordinary course of business related to operation of the
Developer's Minimum Improvements. Prior approval by the City is not required for any
Transfer: (1) to an affiliate or the transfer of a member's interest in Developer to an affiliate of
the member so long as the proposed transferee expressly assumes the obligations of Developer or
the original member; (2) that is involuntary resulting from the death or disability or parties in
control of the members of Developer.
(b) If Developer seeks to effect a Transfer which requires the approval of the City
prior to issuance of the final Certificate of Completion for the Developer's Minimum
Improvements, the City shall be entitled to require as conditions to such Transfer that:
(1) Any proposed transferee shall have the qualifications and financial
responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill
the obligations undertaken in this Agreement by Developer as to the portion of the
Developer's Minimum Improvements Property to be transferred.
(2) Any proposed transferee, by instrument in writing satisfactory to the City
and in form recordable among the land records, shall, for itself and its successors and
assigns, and expressly for the benefit of the City, have expressly assumed all of the
obligations of Developer under this Agreement as to the portion of the Developer's
Minimum Improvements Property to be transferred and agreed to be subject to all the
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conditions and restrictions to which Developer is subject as to such portion; provided,
however, that the fact that any transferee of, or any other successor in interest whatsoever
to, the Developer's Minimum Improvements Property, or any part thereof, shall not, for
whatever reason, have assumed such obligations or so agreed, and shall not (unless and
only to the extent otherwise specifically provided in this Agreement or agreed to in
writing by the City) deprive the City of any rights or remedies or controls with respect to
the Developer's Minimum Improvements Property or any part thereof or the construction
of the Developer's Minimum Improvements; it being the intent of the Parties as
expressed in this Agreement that (to the fullest extent permitted at law and in equity and
excepting only in the manner and to the extent specifically provided otherwise in this
Agreement) no transfer of, or change with respect to, ownership in the Developer's
Minimum Improvements Property or any part thereof, or any interest therein, however
consummated or occurring, and whether voluntary or involuntary, shall operate, legally
or practically, to deprive or limit the City of or with respect to any rights or remedies on
controls provided in or resulting from this Agreement with respect to the Developer's
Minimum Improvements that the City would have had, had there been no such transfer or
change. In the absence of specific written agreement by the City to the contrary, no such
transfer or approval by the City thereof shall be deemed to relieve Developer, or any
other party bound in any way by this Agreement or otherwise with respect to the
construction of the Developer's Minimum Improvements, from any of its obligations
with respect thereto.
(3) Any and all instruments and other legal documents involved in effecting
the transfer of any interest in this Agreement or the Developer's Minimum Improvements
Property governed by this Article VIII, shall be in a form reasonably satisfactory to the
City.
(c) If the conditions described in paragraph (b) are satisfied with regard to any
Transfer requiring the approval of the City then the Transfer will be approved and Developer
shall be released from its obligations under this Agreement, as to the portion of the Developer's
Minimum Improvements Property that is transferred, assigned, or otherwise conveyed. The
provisions of this Section 8.2 apply to all subsequent transferors, assuming compliance with the
terms of this Article.
(d) Upon issuance of the final Certificate of Completion for the Minimum
Improvements, Developer may transfer or assign the Developer's Minimum Improvements
Property, the Minimum Improvements and/or Developer's rights and obligations under this
Agreement with respect to such property without the prior written consent of the City.
Section 8.3. Release and Indemnification Covenants.
(a) Developer releases from and covenants and agrees that the City and the governing
body members, officers, agents, servants and employees thereof shall not be liable for and agrees
to indemnify and hold harmless the City and the governing body members, officers, agents,
servants and employees thereof against any loss or damage to property or any injury to or death
of any person occurring at or about or resulting from any defect in the Developer's Minimum
Improvements.
25
512017v5 JSB BL185-52
(b) Except for any willful misconduct of the following named parties and any claim
as to the legal authority of the City to perform as required by this Agreement, Developer agrees
(if timely tendered by the City to Developer) to protect and defend the City and the governing
body members, officers, agents, servants and employees thereof, now or forever, and further
agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding
whatsoever by any person or entity whatsoever to the extent caused by the construction,
installation, and operation of the Developer's Minimum Improvements.
(c) The City and the governing body members, officers, agents, servants and
employees thereof shall not be liable for any damage or injury to the persons or property of
Developer or its officers, agents, servants or employees or any other person who may be about
the Developer's Minimum Improvements Property or the Developer's Minimum Improvements.
(d) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the City and not of any governing body member, officer, agent, servant or
employee of the City in the individual capacity thereof.
(e) Nothing in this Agreement will be construed to limit or affect any limitations on
liability of the City under State or federal law, including without limitation Minnesota Statutes
Sections 466.04 and 604.02.
26
512017v5 JSB BL185-52
ARTICLE IX
EVENTS OF DEFAULT
Section 9.1. Events of Default Defined. 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 (unless the context otherwise provides), any failure by any Party, following notice
and cure periods described in Section 9.2 hereof, to observe or perform any covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement or under
any other agreement entered into between Developer and the City in connection with
development of the Project.
Section 9.2. Remedies on Default. Whenever any Event of Default referred to in
Section 9.1 of this Agreement occurs, the non-defaulting Party may exercise its rights under this
Section 9.2 after providing 30 days written notice to the defaulting Party of the Event of Default,
but only if the Event of Default has not been cured within said thirty days or, if the Event of
Default is by its nature incurable within 30 days, the defaulting Party does not provide
assurances reasonably satisfactory to the non-defaulting Party that the Event of Default will be
cured and will be cured as soon as reasonably possible:
(a) Suspend its performance under the Agreement until it receives assurances that the
defaulting Party will cure its default and continue its performance under the Agreement.
(b) Cancel and rescind or terminate the Agreement.
(c) Take whatever action, including legal, equitable or administrative action, which
may appear necessary or desirable to enforce specific performance and observance of any
obligation, agreement, or covenant of either of the Parties under this Agreement.
Nothing in this Agreement shall entitle either Party to make any claim against a
defaulting Party for any damages whatsoever and the Parties' remedies are strictly limited to the
foregoing.
Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to
the City or Developer is intended to be exclusive of any other available remedy or remedies, but
each and every such remedy shall be cumulative and shall be in addition to every other remedy
given under this Agreement or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient. In order to entitle the
City or Developer to exercise any remedy reserved to it, it shall not be necessary to give notice,
other than such notice as may be required in this Article IX.
Section 9.4. No Additional Waiver Implied by One Waiver. In the event any
agreement contained in this Agreement should be breached by either Party and thereafter waived
by the other Party, such waiver shall be limited to the particular breach so waived and shall not
be deemed to waive any other concurrent,previous or subsequent breach hereunder.
27
512017v5 JSB BL185-52
ARTICLE X
ADDITIONAL PROVISIONS
Section 10.1. Conflict of Interests; City Representatives Not Individually Liable. The
City and Developer, to the best of their respective knowledge, represent and agree that no
member, official, or employee of the City shall have any personal interest, direct or indirect, in
the Agreement, nor shall any such member, official, or employee participate in any decision
relating to the Agreement which affects his personal interests or the interests of any corporation,
partnership, or association in which he is, directly or indirectly, interested. No member, official,
or employee of the City shall be personally liable to Developer, or any successor in interest, in
the event of any default or breach by the City or for any amount which may become due to
Developer or successor or on any obligations under the terms of the Agreement.
Section 10.2. Equal Employment Opportunity. Developer, for itself and its successors
and assigns, agrees that during the construction of the Developer's Minimum Improvements
provided for in the Agreement it will comply with all applicable federal, state and local equal
employment and non-discrimination laws and regulations.
Section 10.3. Restrictions on Use. Developer agrees that until the Termination Date,
Developer, and such successors and assigns, shall devote the Developer's Minimum
Improvements Property to the operation of the Developer's Minimum Improvements for uses
described in the definition of such term in this Agreement, and shall not discriminate upon the
basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or
occupancy of the Developer's Minimum Improvements Property or any improvements erected or
to be erected thereon, or any part thereof.
Section 10.4. Provisions Not Merged With Deed. None of the provisions of this
Agreement are intended to or shall be merged by reason of any deed transferring any interest in
the Developer's Minimum Improvements Property and any such deed shall not be deemed to
affect or impair the provisions and covenants of this Agreement.
Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles,
and Sections of the Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 10.6. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under the Agreement by either Party to
the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally; and
(a) in the case of Developer, is addressed to or delivered personally to Developer at
Minnesota ; and
(b) in the case of the City, is addressed to or delivered personally to the City at Elk
River City Hall, 13065 Orono Parkway, Elk River, MN 55330-5600, Attn: Director of
Economic Development.
28
512017v5 JSB BL185-52
Section 10.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 10.8. Recording. This Agreement shall not be recorded, except as may be
agreed to in writing signed by the Parties.
Section 10.9. Amendment. This Agreement may be amended only by written agreement
approved and executed by the City and Developer.
Section 10.10. City Approvals. Unless otherwise specified, any approval required by the
City under this Agreement may be given by the City Representative.
Section 10.11. Termination. This Agreement shall terminate on the Termination Date.
Section 10.12. Choice of Law and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or
claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota,
and all Parties to this Agreement waive any objection to the jurisdiction of these courts, whether
based on convenience or otherwise.
Section 10.13. Good Faith. Each Party shall act in good faith and in a commercially
reasonable manner with respect to any matter contemplated by this Agreement, including,
without limitation, approving or disapproving any request, including any request for approval of
plans.
Section 10.14. Fee Schedule. Any fees charged by the City to the Developer under the
City Code and applicable ordinances and procedures in connection with the construction
Developer's Minimum Improvements including, but not limited to, Surface Water Management
Impact Fee, Sewer Access Charge, and Water Access Charge, if any, shall be based on the fee
schedule in place at the time of the Developer's application for a building permit.
29
512017v5 JSB BL185-52
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and behalf and its seal to be hereunto duly affixed and Developer has caused this
Agreement to be duly executed in its name and behalf on or as of the date first above written.
CITY OF ELK RIVER, MINNESOTA
By
Its Mayor
By
Its City Clerk
STATE OF MINNESOTA )
SS.
COUNTY OF SHERBURNE)
The foregoing instrument was acknowledged before me this day of
2018, by and , the Mayor and City Clerk of the City of
Elle River, Minnesota, a municipal corporation under the Constitution and laws of the State of
Minnesota, on behalf of the City.
Notary Public
512017v5 JSB BL185-52 S_1
NEW RESOURCES, LLC
By
Its
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2018 by , the of New Resources, LLC, a Minnesota
limited liability company, on behalf of the limited liability company.
Notary Public
512017v5 JSB BL185-52 S_2
EXHIBIT A
CITY'S PROPERTY
Lot 3, AUDITORS SUBDIVISION OF LOT 6 OF AUDITORS SUBDIVISION NO. 3 OF ELK
RIVER, Sherburne County, Minnesota.
Lot 7 and that part of Lot 8, Block 7, W.H. HOULTON'S ADDITION TO THE VILLAGE OF
ELK RIVER, Sherburne County, Minnesota which lies South of a line extended West from a
point on the East line of said Lot 8 distant 12.20 feet North of the Southeast corner of said Lot 8
to a point on the West line of said Lot 8 distant 14.53 feet North of the Southwest corner of said
Lot 8.
512017v5 JSB BL185-52 A_I
EXHIBIT B
NEW RESOURCES PROPERTY
The South 60.00 feet of Lot 4, Block 7, W.H. HOULTON'S ADDITION TO THE VILLAGE
OF ELK RIVER, Sherburne County, Minnesota.
AND the South 60.00 feet of Lot 1, AUTITORS SUBDIVISION OF LOT 6 OF AUDITORS
SUBDIVISION NO. 3 OF THE VILLAGE OF ELK RIVER, Sherburne County, Minnesota.
512017v5 JSB BL185-52 B_1
EXHIBIT C
PUBLIC IMPROVEMENT PROPERTY
Outlot A, New Resources Addition, Sherburne County, Minnesota, according to the plat attached
hereto as Exhibit G to be recorded following Closing.
6 1/2 Street, as dedicated by the plat for the New Resources Addition, Sherburne County,
Minnesota, according to the plat attached hereto as Exhibit G to be recorded following Closing.
C-1
512017v5 JSB BL185-52
EXHIBIT D
DEVELOPER'S MINIMUM IMPROVEMENTS PROPERTY
Lot 1, Block 1, New Resources Addition, Sherburne County, Minnesota, according to the plat
attached hereto as Exhibit G to be recorded following Closing.
D-1
512017v5 JSB BL185-52
EXHIBIT E
REVISED DRAWINGS FOR THE PROJECT
512017v5 JSB BL185-52 E-1
EXHIBIT F
FORM OF QUIT CLAIM DEED
(Top 3 inches reserved for recording data)
QUIT CLAIM DEED
DEED TAX DUE: $ DATE: January 2018
ECRV: (month/day/year)
FOR VALUABLE CONSIDERATION, City of Elk River, Minnesota
(insert name of Grantor)
a municipal corporation under the laws of Minnesota ("Grantor"),
hereby conveys and quitclaims to New Resources, LLC
(insert name of Grantee)
a Minnesota limited liability company under the laws of Minnesota, ("Grantee"),
real property in Sherburne County, Minnesota, legally described as follows:
Lot 3, AUDITORS SUBDIVISION OF LOT 6 OF AUDITORS SUBDIVISION NO. 3 OF ELK RIVER, Sherburne
County, Minnesota.
Lot 7 and that part of Lot 8, Block 7, W.H. HOULTON'S ADDITION TO THE VILLAGE OF ELK RIVER, Sherburne
County, Minnesota which lies South of a line extended West from a point on the East line of said Lot 8 distant 12.20
feet North of the Southeast corner of said Lot 8 to a point on the West line of said Lot 8 distant 14.53 feet North of the
Southwest corner of said Lot 8.
Subject to easements, restrictions, or reservations of record, if any.
Check here if all or part of the described real property is Registered(Torrens) ❑
Check applicable box: City of Elk River, Minnesota
❑ The Seller certifies that the Seller does not
know of any wells on the described property. By:
❑ A well disclosure certificate accompanies this John J. Dietz
document(If electronically filed, insert WDC
number: ). Its: Mayor
❑ 1 am familiar with the property described in this
instrument and I certify that the status and
number of wells on the described real property By:
have not changed since the last previously filed Tina Allard
well disclosure certificate. Its: City Clerk
State of Minnesota, County of SHERBURNE
This instrument was acknowledged before me on 20_ by John J. Dietz, as Mayor
and by Tina Allard, as City Clerk of the City of Elk River, Minnesota, a municipal corporation organized and existing
512017v5 JSB BL185-52 F-1
under the laws of the State of Minnesota under the laws of the State of Minnesota, on behalf of the body corporate
and politic.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY: TAX STATEMENTS FOR THE REAL PROPERTY
(insert name and address) DESCRIBED IN THIS INSTRUMENT SHOULD BE SENT
TO:
Kennedy&Graven, Chartered (JSB) (insert name and address of Grantee to whom tax
470 U.S. Bank Plaza statements should be sent)
200 South 6th Street
Minneapolis, MN 55402 New Resources, LLC
Attn:
512017v5 JSB BL185-52 F-1
EXHIBIT G
PLAT OF NEW RESOURCES ADDITION
512017v5 JSB BL185-52 G-1
O
z
$
a Minnesota
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proprietor of the following described property situated in the
County of
Sherburne, State of Minnesota, to wit:
w
z
O
Q
�
Q
U
W
o
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NO. 3 OF THE VILLAGE OF ELK RIVER.
Has caused the same to be surveyed and platted as NEW RESOURCES ADDITION
U
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this plat.
W
1
utility purposes only.
_
M
W
U
U5
ry
z
O
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C
N
GRAPHIC SCALE
50 0 25 50 100
SCALE: 1 INCH = 50 FEET
NEW RESOURCES ADDITI01M
Drainage and Utility Easements are shown
thus:
�- 5
—110 — 5—►1 L___-- 10
Being 10 feet in width and adjoining
right–of–way lines, also being 5 feet
in width and adjoining lot lines, unless
otherwise indicated, as shown on plat.
For the purposes of this plat, the North line of the
N.E. 1/4, Sec. 33, T. 33, R. 26, is assumed to
bear North 89°13'18" East.
• Denotes iron monument found.
o Denotes a 1/2 inch x 14 inch iron monument
with a plastic plug stamped R.L.S. 13057.
Q Denotes a Sherburne County Cast Iron Monument.
of
0
� 5 6 N
66
r,-89-1 1'52"W 184 78 MEAS.
F ----------------Waw \ 9
N g J \\-- DRAINAGE AND UTILITY EASEMENT 12
j� W rnOVER ALL OF OUTLOT A -
4 �°'o---------- - -- o
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180.0 PLAT ��00
N89"51'54"E 180.25 MEAS. 8 ��\ LJJ
66 I o DRAINAGE AND o �� N89'51'54"E 171.99 W
N N UTILITY EASEMENT >
— — — — — — — — — — — — 7i
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351.68 j
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S89°32'51 "W I 363.50 MEAS.
FOUND 3/8TH) I I I 362.5 PLAT
IINCH STEEL ROD. I I I I 3
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W. H. HOULTON' ADDITION
12 1 11 1 10 j 2 I
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CITY OF ELK RIVER
SHERBURNE COUNTY, MN
KNOW ALL
$
a Minnesota
m
proprietor of the following described property situated in the
County of
Sherburne, State of Minnesota, to wit:
Lots 4, 5,
6, 7, 8 and 9, Block 7, W.H. HOULTON'S ADDITION TO THE
VILLAGE OF
ELK RIVER,
D
1, 2 and 3, AUDITORS SUBDIVISION OF LOT 6 OF AUDITORS
SUBDIVISION
NO. 3 OF THE VILLAGE OF ELK RIVER.
Has caused the same to be surveyed and platted as NEW RESOURCES ADDITION
Q
of Elk River, for public use forever, the public way as shown on
this plat.
C
N
GRAPHIC SCALE
50 0 25 50 100
SCALE: 1 INCH = 50 FEET
NEW RESOURCES ADDITI01M
Drainage and Utility Easements are shown
thus:
�- 5
—110 — 5—►1 L___-- 10
Being 10 feet in width and adjoining
right–of–way lines, also being 5 feet
in width and adjoining lot lines, unless
otherwise indicated, as shown on plat.
For the purposes of this plat, the North line of the
N.E. 1/4, Sec. 33, T. 33, R. 26, is assumed to
bear North 89°13'18" East.
• Denotes iron monument found.
o Denotes a 1/2 inch x 14 inch iron monument
with a plastic plug stamped R.L.S. 13057.
Q Denotes a Sherburne County Cast Iron Monument.
of
0
� 5 6 N
66
r,-89-1 1'52"W 184 78 MEAS.
F ----------------Waw \ 9
N g J \\-- DRAINAGE AND UTILITY EASEMENT 12
j� W rnOVER ALL OF OUTLOT A -
4 �°'o---------- - -- o
ICO\\ rn
N
180.0 PLAT ��00
N89"51'54"E 180.25 MEAS. 8 ��\ LJJ
66 I o DRAINAGE AND o �� N89'51'54"E 171.99 W
N N UTILITY EASEMENT >
— — — — — — — — — — — — 7i
m
0 �-------------
0
O
3 (/) I j F a Q
w 1 Q I ��
I I Q
LLJ 000
J Q I _
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06 O 7.0 FT.r A&IIIIIIIII&
-= W
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_I J N � EASEMENT I W
17 >z
C�LdI I = I z o)
o I .
I
351.68 j
O) L------------------+----�---------- 12 cn
I
OU
I o 6 1 /2 1 STREET 4
I �
I _4
S89°32'51 "W I 363.50 MEAS.
FOUND 3/8TH) I I I 362.5 PLAT
IINCH STEEL ROD. I I I I 3
I I 1
I
I I I ------ ------------
W. H. HOULTON' ADDITION
12 1 11 1 10 j 2 I
j j I
I
I I I
66 I I I I 1 I 66
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1
CITY OF ELK RIVER
SHERBURNE COUNTY, MN
KNOW ALL
PERSONS BY THESE PRESENTS: That New Resources, LLC,
a Minnesota
Limited Liability Company, owner and
proprietor of the following described property situated in the
County of
Sherburne, State of Minnesota, to wit:
Lots 4, 5,
6, 7, 8 and 9, Block 7, W.H. HOULTON'S ADDITION TO THE
VILLAGE OF
ELK RIVER,
AND Lots
1, 2 and 3, AUDITORS SUBDIVISION OF LOT 6 OF AUDITORS
SUBDIVISION
NO. 3 OF THE VILLAGE OF ELK RIVER.
Has caused the same to be surveyed and platted as NEW RESOURCES ADDITION
and does hereby dedicate to the City
of Elk River, for public use forever, the public way as shown on
this plat.
Also dedicating to the public for public use forever the
easements as shown on this plat for drainage and
utility purposes only.
In witness whereof said Ken Beaudry, LLC has caused these presents to be signed by its proper officer this ______ day of
NEW RESOURCES, LLC
State of Minnesota, County of ___________________
The foregoing instrument was acknowledged before me this
Limited Liability Company, on behalf of the Company.
Kenneth Beaudry, Chief Manager
day of
Signed
Printed
Notary Public,
My Commission expires:
20
, 20 by Kenneth Beaudry, Chief Manager of New Resources, LLC, a Minnesota
County, Minnesota
I hereby certify that I have surveyed and platted the land, or directly supervised the surveying and platting of the land described on the plat as NEW RESOURCES ADDITION; that this
plat is a correct representation of the boundary survey; that all mathematical data and labels are correctly designated on the plat; that all monuments depicted on this plat have
been, or will be correctly set within 1 year; as of the date of this certification, all wet lands and water boundaries and all public ways are shown and labeled as defined in Minnesota
Statutes 505.01, Subd. 3.
------------------------
Lynn P. Caswell, Land Surveyor
Minnesota License No. 13057
State of Minnesota, County of Sherburne
The foregoing Surveyor's Certificate was acknowledged before me this ------ day of ------------------, 20___
Signed
----------------------------------------
Printed
Notary Public,
My Commission expires:_______________________
by Lynn P. Caswell, Land Surveyor, Minnesota License No. 13057.
County, Minnesota
Approved and accepted by the City Council of the City of Elk River, Sherburne, County, Minnesota, at a meeting held on the ______ day of 20
Mayor
City Clerk
I hereby certify that proper evidence of title has been presented to and examined by me, and I hereby approve this plat as to form and execution this
------ day of ----------------- 20----•
Elk River City Attorney
Pursuant to Sherburne County Ordinance Number 006, I hereby certify that this plat has been checked and approved as to compliance with Chapter 505,
Minnesota Statutes this ______ day of 20____.
_______________________________________, Sherburne County Surveyor
I hereby certify taxes payable in the year _______ on lands herein described are paid in full, and there are no delinquent taxes, and that transfer was
entered this ______ day of 20____.
, Sherburne County Auditor/Treasurer
I hereby certify that this instrument was filed in the Office of the County Recorder for record on this ------ day of
o'clock .M., and was duly recorded as Document No.
( 6TH STREET) , Sherburne County Recorder
U.S. HIGHWAY N0. 10
20----, at
Oliver Surveying & Engineering, Inc.