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7.1. EDSR 05-17-2021 Request for Action Cir•ci Elk - River= To Item Number Economic Development Authority 7.1 Agenda Section Meeting Date Prepared by General Business May 17, 2021 Zack Carlton,Planning Manager Item Description Reviewed by Utility and Roadway Extension Agreement with Colleen Eddy, Economic Development Specialist Cargill Reviewed by Cal Portner, City Administrator Action Requested Approve,by motion,the use of Economic Development Authority funds to facilitate extension of 168t1i Circle and the associated utilities through Cargill property down to 165"'Ave. Background/Discussion City staff has been working with Cargill to negotiate a donation of land in exchange for the extension of 168"' Circle and the associated utilities down to 165"'Ave. The attached agreement outlines the process which will provide the city with approximately 30 acres of developable Business Park land for future development.The final number and size of the buildable lots will be determined during the platting and design process. The city will install the roadway and utility extensions using a combination of city funds and economic development funds and will recoup those costs through the sale of the industrial land. The development costs are estimated at$2.75 million. The first steps will begin this week with the surveying,platting, and engineering of the project. Staff expects this work to be completed this summer. Once the City Council has approved the plat for the property,the city will go through a public bidding process for the street and utility extension. This work is expected to take place over the winter and into next spring. Financial Impact EDA funds will cover approximately$1.4 million of the development costs. The funds will be recouped through the sale of the developable industrial property created by this project. Mission/Policy/Goal ■ Adds developable industrial land within city limits. Attachments ■ Agreement ■ Sketch plan The Elk River Vision P O N E R E o s Y A welcoming community avith revolutionary and spirited resourcefulness, exceptional [NAWRE service, and community engagement that encourages and inspires prosperity. Updated.August 2020 UTILITIES AND ROADWAY AGREEMENT THIS UTILITIES AND ROADWAY AGREEMENT ("Agreement") is made this day of , 2021, by and between CARGILL, INCORPORATED ("Cargill"), a Delaware corporation with its principal place of business in Wayzata, Minnesota, and THE CITY OF ELK RIVER("the City"), a municipal corporation organized under the laws of Minnesota. RECITALS WHEREAS, Cargill operates an agricultural research facility, known as the Cargill Innovation Campus ("CIC"), on approximately 950 acres in the City, which acres are zoned Agricultural Research ("the Cargill Property"); and WHEREAS, the CIC consists of laboratories, feed processing plants, animal housing and containment units, offices and other facilities for conducting beef, dairy, swine, preservative and other types of animal, nutrition and agricultural research, and also includes as part of the CIC operations, among other things, tilled fields,pasture land, storage areas, Land Trust, buffer zones, and other ancillary areas and uses supporting the development of improved technology in animal nutrition, nutrient utilization, and livestock management (collectively, "Cargill's Operations"); and WHEREAS, Cargill has operated the CIC in the City since 1958, and intends to continue operating the CIC for purposes of Cargill's Operations including conducting animal, nutrition and agricultural research; and WHEREAS, Cargill desires to have the City utilities extended south to 165th Avenue so that some of the CIC facilities can be served by the City utilities; and WHEREAS,the City desires to extend 168th Circle south to 165th Avenue to improve traffic flow in this area of the City. NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. The City and Cargill will jointly plat the properties described on Exhibit A attached hereto ("PID 75-011-4100" and "PID 75-011-4400", collectively, the "Property"). The City will bear all costs related to the plat, including all surveying, engineering and related costs. 2. The plat will dedicate 100 feet of right-of-way along the westerly edge of PID 75- 011-4400 for roadway and utility purposes. Dedication of this portion of PID 75-011-4400 will be at no cost to the City. 3. Cargill will retain ownership of the portion of PID 75-011-4400 not dedicated for roadway and utility purposes. 4. Cargill will transfer PID 75-011-4100 to the City contemporaneously with approval and recording of the plat. The City will prepare, and Cargill will approve, the deed to effect this transfer, and the City will bear all costs to record the deed and complete the transfer. 5. As consideration for Cargill's transfer of PID 75-011-4100 to the City, the City recognizes Cargill's desire and intent to use indefinitely the Cargill Property for agricultural purposes,including but not limited to animal nutrition and agricultural research and other activities integral to or supporting the CIC, and represents that it is not the City's intent to: a. Impose any zoning or other land use regulations inconsistent with this Agreement or amend the current zoning designations for the Cargill Property; b. Prevent, eliminate, or interfere with Cargill's use of the Cargill Property in any way, except as reasonably necessary to enforce the City's ordinances,regulations, and requirements and such other laws and regulations as the City is obligated to enforce; C. Extend the City's Urban Services Area or otherwise promote urban development of any areas within the Cargill Property; or d. Condemn any portion of the Cargill Property, except as necessary for public improvement projects designed primarily to serve other properties; or e. Extend public utilities and/or roadways under or across the CIC, except as described herein. 6. The City shall take title to the Property in an "as-is", "where-is", "with all faults accepted" condition. CARGILL DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ITS PHYSICAL OR ENVIRONMENTAL CONDITION, AND MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE EXPRESS OR IMPLIED. 7. The City will construct a roadway connecting 168 ' Circle to 165 ' Avenue, along with utilities and associated public improvements, through PID 75-011-4100 and within the dedicated area on the western edge of PID 75-011-4400. Installation of the roadway and extension of utilities to 165 ' Avenue will be at no cost to Cargill. The City will complete the roadway improvements connecting 168 ' Circle to 165 'Avenue no later than Dec 1, 2022. 8. The City will complete extension of water and sewer utilities to 1651'Avenue and east along 165h Ave within the boundary of PID 75-012-3300 so that Cargill can connect to utilities along 165h Avenue any time after July 1, 2022. 9. Upon transfer of PID 75-011-4100 to the City, the City will be allowed to subdivide, sell and develop PID 75-011-4100 as the City determines, subject only to the following: a. The City agrees that no future use of property within PID 75-011-4100 can be animal related unless Cargill agrees, in writing, to the proposed use. All deeds 2 conveying property within PID 75-011-4100 to third parties shall include notice of this use restriction. b. Cargill is granted a right of entry to plant and harvest crops on PID 75-011- 4100 during the 2021 season. C. Cargill will be allowed to plant and harvest crops in future years on those portions of PID 75-011-4100 which the City has not sold or commenced development of. Upon the sale of PID 75-011-4100 or any portion thereof, this right, including the right to harvest planted crops, will expire as to that portion. The City will provide Cargill with 30 days' written notice of a prospective sale. MISCELLANEOUS 10. If any dispute arises among the parties with respect to any of the provisions of this Agreement, the parties agree to enter in the first instance into non-binding mediation to attempt to resolve the same before a mediator mutually agreed to by the parties. The cost of such mediation will be divided evenly between the parties. If mediation is not successful in arriving at an agreement as to how to resolve any such dispute, then the parties, or either of them, may pursue whatever legal rights and remedies which may exist with respect to enforcement of this Agreement. 11. Any and all notices required or sent in accordance with this agreement shall be in writing, by U.S. Mail or by electronic communications or facsimile with hard copy to follow by U.S. Mail, to the following: Cargill: Cargill Animal Nutrition Attorney Cargill, Incorporated 15407 McGinty Road West MS-24 Wayzata, MN 55391 [e] kate_hibbard@cargill.com The City: City Administrator City of Elk River 13065 Orono Parkway P.O. Box 490 Elk River, MN 55330 12. This Agreement constitutes the entire agreement of the parties hereto concerning the subject matter hereof. It may not be supplemented, modified or changed orally, but instead can be amended only if agreed to in writing by both parties. 13. The parties have reviewed this Agreement, and the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 14. Each of the parties acknowledges and represents that it has been represented by competent counsel of its own choosing during the negotiation and execution of the Agreement. Each party further represents and declares that in executing this Agreement it 3 has relied solely upon its own judgement, belief and knowledge, and the advice and recommendation of its own counsel. Each parry further acknowledges that it has not been influenced to any extent whatsoever in executing this Agreement by any representations or statements made by the other parry or its counsel, except those expressly contained herein. 15. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. This Agreement, however, is intended solely for the benefit of the parties hereto, and their successors and assigns, and it does not confer any rights or privileges on any parry, nor shall any other person or entity other than the parties hereto or their successors or assigns have any right to enforce this Agreement. 16. The parties acknowledge and agree that all terms and conditions of this Agreement are integral to the purposes of this Agreement and to the parties' intent in entering into it, and therefore, if any term or condition or any part of this Agreement is determined to be null and void or otherwise unenforceable by a court of competent jurisdiction, then this entire Agreement shall terminate and no longer be of any force or effect. 17. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota. 18. This Agreement may be executed in counterparts, each of which shall be deemed to be one and the same instrument. Dated: 52021 CARGILL, INCORPORATED By: Its CITY OF ELK RIVER By: John J. Dietz Its Mayor By: Tina Allard Its City Clerk This Instrument Was Drafted by: 4 City of Elk River 13065 Orono Parkway Elk River, MN 55330 5 EXHIBIT A Depiction of the Properties A-1 7528`0020 -���hln wow 1 N L sn.th Ilse 0 tre A, n n T !1 I ` - NE1/q of SEIf4 of r-1 Sec.11, T32, R.2fi 1 I -sl _ •nll,-,2fle2 I ) } Plp No.. 75-011-43CC + iC: 'a y. rrni-�urc n,frp65l aw, 9 i wids pf a �q�trre et.I Jntle!' o 1w the " st 6� [h ssu r. Fr,o MCr'h Fgt aE =r apo! .°dded hp r�rw r • a ' rh ricr 'Gf I1 S-1 h,CrlC S5, a North wCst -,1 Bodin E --h- iL �• r the.§puth t work bung 1. 7 r e c ''y, 4E41ri to s tcri,c or whim fs descfb w 1 "" tl , y l 1 1 _a, ma . - '.crlhwe st Cru xteY tf the Sau}he0it t]u orter with a line drown pair Ilei with and 37p� reel Nrsr lh North NATURE UGE 6U51NE55 x dlmmelone eh." o e ,•- bo ashwo.rna N 4¢I' u' th¢ Ilse o6 Loi �,,-���ioNt..Z An .O°wr '�ECONt, ADD1 -10rti, said Sher6u l'"C'aQnS ;' ((ger7ee So.,lh 64 d es 5t7 r ��'' Y Y r.mplet.d m i wIl p uYes 2. se.::,�ds Lost, ¢s sumed be¢ring P roll sl lh s¢id Nor lh fir of Lol 2, a raw ry �E,m m eti°° •a_ P ar 82 thence Sough eaaierty oll'f5o uth eriy o d'isionce of 1005.94 feet th0 I11Y 1, 507 00 feet t - Q �s 1114, "001 n;kve nnccve,,[[o hco ng o ratl'w_ 0 d u�cen,tr t..amgie of SG_tlegeeed"-24 minules J.%sergpds: thence 5 th 01 degrees `Y ~9.4 ACRES - L ti4 rn lel :. Mo ler Ip est oes*yed e,%ss pgrollel wlth {he YIEs'{- said Shu th—t Cuort r � of 1224. the ectlon iO the south fine 'S nsaaefe,✓ Proposed otred/ Chit, & 401' -72 °mi?Age E7u05 \ 5'J 5cf N!. / �e rolongeo a• at h Nert a was a a.eeo:rQs,r.u1. uraa>, a o+a'meoa v 75-01 Line pnrollel wlth the \�,'� —8.3 ACRES ° NW North 4n.of Lat 2. ` --Block 2. NATURES CDC;F I`- o SEI/4 of St1/4 cr- �a. F- rN -NLA)StNE55 CENTER ., SECOND ADDITION Sec. 11. T. j2. R ?r T L .. 584'50'25'E 4,� `cam .•• �y ♦M4, firth l .�t --31.62 r r 1.1 2V 75-0 1-4140 ,75205 �EiEN 0rRE /• . 4 Cn ND ApDf11ON q�n u,w� 66j DLIV. Ivo � /� -.II VL_I.-;�. we i�` rs i 4 —10.1 ACRES 7528`0020 -���hln wow 1 N L sn.th Ilse 0 tre A, n n T !1 I ` - NE1/q of SEIf4 of r-1 Sec.11, T32, R.2fi 1 I -sl _ •nll,-,2fle2 I ) } Plp No.. 75-011-43CC i 75-011 iL y l 1 1 _a, 4 . 1 75-685700 fOl -72 5'J 5cf 1fi5TH AV- NW cu[n Ifo,.:+ .r,e Yf114 r, HI/4 SEI/4 of St1/4 cr- of Se? 11. r ]j. F 2F Sec. 11. T. j2. R ?r