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HomeMy WebLinkAboutDevelopment Contract Orono Garage Condos LLCe• II II II II III II LAND TYPE Torrens (T) DOC NUM 6141983 Certified, filed and/or recorded on Jun 17, 2025 3:07 PM Office of the Registrar of Titles Hennepin County, Minnesota Amber Bougie, Registrar of Titles Daniel Rogan, County Auditor and Treasurer Deputy 98 Pkg ID 2796669E Document Recording Fee 46.00 Document Total 46.00 Existing Certs 1589241 This cover sheet is now a permanent part of the recorded document. reserved for recording information) DEVELOPMENT CONTRACT Developer Installed Improvements) ORONO GARAGE CONDOS LLC PROJECT NO. LA24-000068 THIS AGREEMENT ("Contract") is made as of June 11, 2025, by and between CITY OF ORONO, a Minnesota municipal corporation ("City"); and ORONO GARAGE CONDOS LLC, a Minnesota limited liability company ("Developer"). 1.REQUEST FOR CIC PLAT APPROVAL. The Developer has asked the City to approve a CIC plat for ORONO GARAGE CONDOMINIUM (referenced in this Agreement as the "Plat"). The land within the Plat(the "Land") contains 4.88 acres and is proposed to be developed in two or more phases with garage condominium units and common elements. The Land is situated in the City of Orono, County of Hennepin, State of Minnesota, and is legally described on the attached EXHIBIT A ("Subject Property"). 2.CONDITIONS OF PLAT APPROVAL. The Plat shall adhere to the purpose and intent of the Orono Community Management Plan, as amended. The City hereby approves the Plat on condition that the Developer enter into this Contract and furnish the security required by it. The Developer must cause the Plat, and each subsequent phase of the Plat, to be duly 235929v3 recorded in the offices of the Registrar of Titles and of the County Recorder in and for Hennepin County, Minnesota, and the City will condition the issuance of certificates of occupancy for the units in each final Plat upon proof of recording of the final Plat and compliance with paragraph 25.F. of this Contract. 3. RIGHT TO PROCEED. Within the Land, the Developer may not grade or otherwise disturb the earth, construct streets, utilities,public or private improvements, or any buildings until all the following conditions have been satisfied: 1) this Contract has been fully executed by both parties and filed with the City Clerk, 2)the necessary "security" (defined below) has been received by the City, and 3)this Contract and the easement instruments required by paragraph 25.E. of this Contract have been recorded with the Hennepin County Recorder's Office and Office of the Registrar of Titles. 4. PHASED DEVELOPMENT. This plat is Phase One of a phased development and consists of two buildings with a total of 35 garage condominium units and common elements. Developer acknowledges that it must obtain final plat approval for subsequent phases of the development. The City may refuse to approve final Plats of subsequent phases if the Developer has breached this Contract and the breach has not been remedied. 5.PRELIMINARY PLAT STATUS. The City granted preliminary approval for the Plat by Resolution No. 7579 on April 28, 2025. The preliminary plat approval contemplates that the Property will be improved in two or more phases, with a total of five buildings, comprising an aggregate of 85 garage condominium units, and common elements. 6.CHANGES IN OFFICIAL CONTROLS. Prior to April 28, 2027, no amendment to the City's Comprehensive Plan, or official controls shall apply to or affect the use, development density, lot size, lot layout or dedications of the Land unless required by state or 235929v3 federal law or agreed to in writing by the City and the Developer. Thereafter, notwithstanding anything in this Agreement to the contrary, to the full extent permitted by state law, the City may require compliance with any amendments to the City's Comprehensive Plan, official controls, platting or dedication requirements enacted after the date of this Agreement with respect to property which did not receive final plat approval prior to any such amendment. 7.DEVELOPMENT PLANS. The Plat shall be developed in accordance with the following plans (collectively, the "Plans"). The Plans shall not be attached to this Agreement. The erosion control plan may also be approved by Minnehaha Creek Watershed District MCWD). If the Plans vary from the terms of this Agreement, the terms of this Agreement shall control. The Plans are: Plan A-Plat Plan B - Grading, Drainage, and Erosion Control Plan Plan C -Landscape Plan(to include tree preservation and replacement) Plan D - SWPPP Plan Plan E - Final Storm Sewer plans and specifications. 8.IMPROVEMENTS. The Developer shall install and pay for the following as required to be built in accordance with the approved Plans (the "Improvements"): A. Site Grading and Erosion Control B. Surveying and Staking C. Private access and parking improvements D. Stormwater Management Facilities E. Landscaping requirements 235929v3 The Improvements shall be installed in accordance with the City subdivision ordinance; City standard specifications for utilities and street construction; and any other ordinances including those concerning erosion and drainage and any prohibiting grading, construction activity, and the use of power equipment. The Developer shall submit plans and specifications which have been prepared by a competent registered professional engineer to the City for approval by the City Engineer. The Developer shall instruct its engineer to provide adequate field inspection personnel to assure an acceptable level of quality control. In addition, the City may, at the City's discretion and at the Developer's expense, have one or more City inspectors and a soil engineer inspect the work as the City may reasonably determine. The Developer, its contractors and subcontractors, shall follow all instructions received from the City's inspectors. The Developer's engineer shall provide for on-site project management. The Developer's engineer is responsible for design changes and contract administration between the Developer and the Developer's contractor. The Developer or its engineer shall schedule a pre-construction meeting at a mutually agreeable time at the City Council chambers with all parties concerned, including the City staff', to review the program for the construction work. Within thirty (30) days after the completion of the Improvements and before the "security" is released, the Developer shall supply the City with a complete set of reproducible "as constructed" Plans, and an electronic file of the "as constructed" Plans in an auto CAD file based upon the Hennepin County coordinate system, all prepared in accordance with City standards. 9. IRON MONUMENTS. Not applicable. 10. PERMITS. The Developer shall obtain or require its contractors and subcontractors to obtain all necessary permits, including but not limited to the following to the extent required: MnDNR for Dewatering 235929v3 City of Orono for Building Permits MCWD for erosion control permit and storm water management permit General Construction Permit(NPDES: National Pollutant Discharge Elimination System) from MPCA 11. DEWATERING. Due to the variable nature of groundwater levels and stormwater flows, it will be the Developer's and the Developer's contractors' and subcontractors' responsibility to satisfy themselves with regard to the elevation of groundwater in the area and the level of effort needed to perform dewatering and storm flow routing operations. All dewatering shall be in accordance with all applicable county, state, and federal rules and regulations. DNR regulations regarding appropriations permits shall also be strictly followed. 12. TIME OF PERFORMANCE. The Developer shall install all Improvements as contemplated by Section 8 and the approved Plans by June 1, 2027. 13. LICENSE. The Developer hereby grants the City, its agents, employees, officers, and contractors a license to enter the Land to perform all work and inspections deemed appropriate by the City in conjunction with development of the Land. 14. EROSION CONTROL. Prior to initiating site grading, all required erosion controls shall be implemented by the Developer and inspected and approved by the City. Developer must adhere to Best Management Practices for Protecting Water Quality in Urban Areas and to the approved SWPPP. The City may impose additional erosion control requirements if reasonably required. All areas disturbed by excavation and backfilling operations shall be reseeded within five (5) days after the completion of the work, weather permitting, or in an area that is inactive for more than ten(10) days unless authorized and approved by the City Engineer. Except as otherwise provided in the erosion control plan, seed shall be in accordance 235929v3 with the City's current seeding specification which may include certified oat seed to provide a temporary ground cover as rapidly as possible. All seeded areas shall be fertilized, mulched, and disc anchored as necessary for seed retention. The parties recognize that time is of the essence in controlling erosion. If the Developer does not comply with the erosion control plan and schedule or supplementary instructions received from the City, the City may take such action as it deems appropriate to control erosion. The City will endeavor to notify the Developer in advance of any proposed action, but failure of the City to do so will not affect the Developer's and City's rights or obligations hereunder. If the Developer does not reimburse the City for any cost the City incurred for such work within ten(10) days,the City may draw down the "security" to pay any costs. No development, utility, or street construction will be allowed and no building permits will be issued unless the Land is in full compliance with the approved erosion control plan. 15. GRADING PLAN. The land within the Plat shall be graded in accordance with the City-approved Grading Plan. The plans shall conform to City of Orono specifications. Within thirty (30) days after completion of the grading and before the City approves individual building permits on the lots, the Developer shall provide the City with an "as constructed" grading plan certified by a registered land surveyor or engineer that all improvements are completed according to the approved plan. Notwithstanding the foregoing,the City may issue building permits to the Developer, prior to completion of all grading,provided the City Engineer has determined that adequate erosion control measures are in place. The "as constructed" plan shall include field verified elevations of the following: a) location and elevations along all swales, and ditches; and b) lot comer elevations. 16. CLEAN UP. The Developer shall clean dirt and debris from streets that has resulted from construction work by the Developer, builders, subcontractors, their agents or 235929v3 assigns, at least once per week and more frequently as needed. Prior to any construction on the Land, the Developer shall identify in writing a responsible party and schedule for erosion control, street cleaning, and street sweeping. 17. CONSTRUCTION AND MAINTENANCE OF IMPROVEMENTS. As part of each phase of development, the Developer shall construct private drive aisles on the Land to provide access to the condominium units within that phase. Before recording the final Plat for each phase of development, the Developer shall provide the City with an appropriately executed declaration, or amendment to declaration, as required by Minnesota Statutes, chapter 515B, providing for the private drive aisles and their maintenance. Such an instrument must be recorded and must provide that the private drive aisles will be maintained to reasonable standards at all times. Upon completion of the Improvements, the City shall inspect the Improvements and notify Developer if any of the Improvements do not conform to the requirements of this Contract. 18. CITY ENGINEERING ADMINISTRATION AND CONSTRUCTION OBSERVATION. Developer shall, contemporaneously with the execution of this Contract, maintain an escrow account with the City of$10,000 to cover the cost of engineering fees and construction observation, legal fees, planning fees, administrative expenses and other costs related to this Development. City engineering administration will include monitoring of construction observation, consultation with Developer and its engineer on status or problems regarding the project, coordination for final inspection and acceptance, project monitoring during the warranty period, and processing of requests for reduction in the "security." Fees for this service shall be at standard hourly rates. These fees shall be billed monthly. All fees and costs incurred by the City in connection with this Development shall be charged against said escrow 235929v3 account which shall remain in effect until the completion of this Development. Any funds remaining in the escrow accounts after the completion of this Development shall be refunded to the Developer. In the event that the escrow account herein is depleted to $5,000.00, Developer agrees that upon request of the City, Developer shall post additional sums of money to replenish the accounts to their original balance to cover projected City costs as determined by the City. Developer agrees that the escrow account shall always have a balance of no less than $1,000.00. Developer shall be entitled, upon request, to an itemized statement of all costs and fees charged against this escrow account. Developer shall pay all fees relating to the Development including, but not limited to, legal, engineering,planning, and recording fees. 19. CLAIMS. In the event that the City receives claims from labor, material, or others that work required by this Contract has been performed, the sums due them have not been paid, and the laborers, material, or others are seeking payment from the City, the Developer hereby authorizes the City to commence an interpleader action pursuant to Rule 22, Minnesota Rules of Civil Procedure for the District Courts, to draw upon the "security" in an amount up to 125 percent of the claim(s) and deposit the funds in compliance with the Rule, and upon such deposit,the Developer shall release, discharge, and dismiss the City from any further proceedings as it pertains to the funds deposited with the District Court, except that the Court shall retain jurisdiction to determine attorneys' fees pursuant to this Contract. 20. STORM WATER AND DRAINAGE TRUNK FEE. The Land is not subject to the standard Storm Water and Drainage Trunk Fee. The fee was paid with the 2007 Crystal Bay Business Center and was reviewed by the City Council under Resolution 7595 21. WATER AND SEWER AREA CONNECTION FEES. The city determined that the units identified by the Met Council should be used to apply the water and sewer area 235929v3 connection charges. These fees will be collected with each building permit. The following fees are proposed to be required using the 2025 fee schedule for$4,370.00 water unit and $6,000.00 per sewer unit. (Total $10,370.00 per unit) 1. Building 1:1 SAC Unit= $10,370.00 2. Building 2: 3 SAC Units= $ 31,110.00 3. Building 3: 4 SAC Units= $ 41,480.00 4. Building 4: 4 SAC Units= $ 41,480.00 5. Building 5: 2 SAC Units= $ 20,740.00 In total all 5 buildings will result in 14 SAC units and would require (14 x $10,370.00) 145,180.00 in fees for water and sewer area connection fees. Developer agrees that to pay SAC charges at the rate in effect as of the date the building permits are issued. 22. [not used] 23. PARK DEDICATION FEE.Not applicable. 24. LANDSCAPING. All landscaping shall be installed in accordance with the approved landscape and restoration plan prior to release of any security. The construction limits shall be clearly marked with adequate fencing and signage around trees to prevent any construction damage or disturbance of any trees and vegetation outside of the construction area. 25. SPECIAL PROVISIONS. The following special provisions shall apply to development of the Land: A. Implementation of and adherence to the findings and conditions listed in Resolution 7579 Granting Preliminary Approval for a CIC Plat, Conditional Use Permit and Site Plan Approval for Garage Condo Development (File No. LA24-000068) dated April 28, 2025 and in Resolution 7586, Granting Final Plat Approval of the Common Interest Community Plat: Orono Garage Condominium" CIC Plat Phase 1: Buildings 1 and 2 (File No. LA 24-000068) dated May 12, 2025. 235929v3 B. [not applicable] C. Final Plat approval is subject to Minnehaha Creek Watershed District MCWD") approval and permits as required. The City will not issue a building permit until the MCWD has approved the stormwater management plans and the Developer has provided evidence that all required MCWD permits have been obtained. D. Implementation of and adherence to the MCWD comments and recommendations dated June 3rd, 2025. E. The Developer must grant to the City easements for drainage and utility purposes and for drainage, utility and ponding purposes as required by Resolution No. 7579, in a form reasonably acceptable to the City's attorney, and the easement instruments must be recorded in the offices of the Hennepin County Registrar of Titles and Hennepin County Recorder. F. For each phase of the Plat, the Developer must grant to the City an easement for access purposes over the common elements as required by Resolution No. 7579, in a form reasonably acceptable to the City's attorney. The easement instrument must be recorded immediately after recording of the final Plat for each phase of the development. G. The Developer shall pay to the City Engineer the amounts incurred for City base map upgrading. H. The Developer shall submit the final Plat in electronic format. The Plat shall be created using Hennepin County Coordinates. The electronic format shall be Auto CAD file. The Developer shall also submit two complete sets of the Plat on Mylar (one copy for the City's records and one copy for recording with Hennepin County). The Developer shall also provide one copy printed to fit on 11"x17" Mylar. 235929v3 26. SUMMARY OF SECURITY REQUIREMENTS. To guarantee compliance with the terms of this Contract, payment of the costs of all Improvements and construction of all Improvements,the Developer shall furnish the City with a letter of credit, in the form attached hereto as EXHIBIT B (the "security"), from a bank for 125% of the cost of the Improvements, including any required landscaping. The amount of the security shall be $100,580.19. The amount of the security includes all of the security requirements set forth in this Contract, and was calculated as follows: CONSTRUCTION COSTS Grading and Erosion Control 7,264.15 Storm Sewer/Storm Water 31,500.00 Streets 0.00 Sewer 0.00 Landscaping 41,700.00 Total 80,464.15 TOTAL SECURITIES (Total Costs x 125%) 100,580.19 The bank shall be subject to the approval of the City Administrator. The bank shall be authorized to do business in the State of Minnesota, and shall provide a Minnesota office for presentment of the Letter of Credit or other altemative acceptable to the City. The Security shall extend through completion and acceptance (including the expected warranty period) by the City of the Development Work. The City may draw down the security, upon five (5) business days' prior written notice to Developer, for any violation of the terms of this Contract. Amounts drawn shall not exceed the amounts necessary to cure the default. If the Improvements are not completed at least thirty (30) days prior to the expiration of the security, the City may also draw it down. If the security is drawn down, the proceeds shall be used to cure the default. Upon receipt of proof satisfactory to the City that work has been completed and financial obligations to the City have 235929v3 been satisfied, with City approval the security may be reduced from time to time by ninety percent (90%) of the financial obligations that have been satisfied. Ten percent(10%) of the amounts certified by the Developer's engineer, and approved by City's Engineer, shall be retained as security until all Improvements have been completed, all financial obligations to the City satisfied,the required "as constructed" Plans have been received by the City, a warranty security is provided, and the public Improvements are accepted by the City Council. The City standard specifications for utilities and street construction outline procedures for security reductions. 27. SUMMARY OF CASH REQUIREMENTS. The following is a summary of the cash requirements and fees due under this Contract, which must be paid in cash at the time of final plat approval: Engineering, City Administration (escrow) 10,000.00 Park Dedication Fee 0.00 Total Cash Requirements & Fees 10,000.00 28. WARRANTY. The Developer warrants all Improvements against poor material and faulty workmanship. The warranty period for streets is one year. The warranty period for underground utilities is two years and shall commence following completion and acceptance by the City Council. The one-year warranty period on streets shall commence after the final wear course has been installed and accepted by the City Council as documented in official City minutes. The Developer shall post a maintenance bond, letter of credit or cash deposit (the Maintenance Security") in an amount reasonably detemlined by the City Engineer. The City Engineer shall examine the condition of the Improvements when determining the amount of the Maintenance Security. The City shall retain ten percent (10%) of the security until the Maintenance Security is furnished the City or until the warranty period expires, whichever first 235929v3 occurs. The retainage may be used to pay for warranty work. The City standard specifications for utilities and street construction identify the procedures for final acceptance of streets and utilities. 29. RESPONSIBILITY FOR COSTS. A. Except as otherwise specified herein, the Developer shall pay all costs incurred by it or the City in conjunction with the development of the Land, including but not limited to Minnehaha Creek Watershed District charges, legal, planning, engineering and inspection expenses incurred in connection with approval and acceptance of the Plat, the preparation of this Contract, review of construction plans and documents, and all costs and expenses incurred by the City in monitoring and inspecting development of the Land. B. The Developer shall hold the City and its officers, employees, and agents harmless from claims made by itself and third parties for damages sustained or costs incurred resulting from Plat approval and development of the Land. The Developer shall defend and indemnify the City and its officers, employees, and agents against any claims or lawsuits of any kind or arising out of or related to the Plat, including all approvals and permits issued as a result of the Plat, and for all costs, damages, or expenses which the City may pay or incur in consequence of such claims, including attorneys' fees. C. The Developer shall reimburse the City for reasonable costs incurred in the enforcement of this Contract, including engineering and attorneys' fees. D. The Developer shall pay, or cause to be paid when due, and in any event before any penalty is attached, all special assessments referred to in this Contract. This is an obligation of the Developer and shall continue in full force and effect even if the Developer sells one or more lots, the Land, or any part of it. 235929v3 E. The Developer shall pay in full all bills submitted to it by the City for obligations incurred under this Contract within thirty (30) days after receipt. If the bills are not paid on time, the City may halt development and construction of the Land until the bills are paid in full. Bills not paid within thirty (30) days shall accrue interest at the rate of eighteen percent 18%)per year. F. In addition to the charges and special assessments referred to herein, other charges as required by City ordinance or via other agencies for which City acts as agent may be imposed such as, but not limited to, connection charges and building permit fees. 30. DEVELOPER'S DEFAULT. In the event of default by the Developer as to any of the work to be performed by it hereunder,the City may, at its option,perform the work and the Developer shall promptly reimburse the City for any expense incurred by the City, provided the Developer, except in an emergency as determined by the City, is first given notice of the work in default, not less than forty-eight (48)hours in advance. This Agreement is a license for the City to act, and it shall not be necessary for the City to seek a Court order for permission to enter the Land. When the City does any such work, the City may, in addition to its other remedies, assess the cost in whole or in part against any portion of the Land owned by the Developer or any successor in interest to the Developer. 31. MISCELLANEOUS. A. The Developer represents to the City that the Plat complies with all city, county, state, and federal laws and regulations, including but not limited to: subdivision ordinances, zoning ordinances, and environmental regulations. If the City determines that the Plat does not comply, the City may, at its option, refuse to allow construction or development work on the 235929v3 Land until the Developer does comply. Upon the City's demand, the Developer shall cease work until there is compliance. B. Third parties shall have no recourse against the City or Developer under this Contract. C. Breach of the terms of this Contract by the Developer shall be grounds for denial of building permits, including those for lots sold to third parties. D. If any portion, section, subsection, sentence, clause,orparagraph, phrase of thisp Contract is for any reason held invalid, such decision shall not affect the validity of the remaining portions of this Contract. E. If building permits are issued prior to the completion of all Improvements, the Developer assumes all liability and costs resulting in delays in completion of Improvements and damage to Improvements caused by the City, Developer, its contractors, subcontractors, material men, employees, agents, or third parties. F. In addition to the charges referenced to herein, other charges may be imposed such as, but not limited to, building permit fees. G. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of this Contract. To be binding, amendments or waivers shall be in writing, signed by the parties, and approved by written resolution of the City Council. The City's failure to promptly take legal action to enforce this Contract shall not be a waiver or release. H. This Contract shall run with the Land and may be recorded against the Land. The Developer covenants with the City, its successors and assigns, that the Developer is well-seized in fee title of the Land and/or has obtained consents to this Contract, in the form attached hereto, from all parties who have an interest in the Land; that there are no unrecorded interests in the 235929v3 Land; and that the Developer will indemnify and hold the City harmless for any breach of the foregoing covenants. I. Each right,power, or remedy herein conferred upon the City is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to the City, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by the City and shall not be a waiver of the right to exercise at any time thereafter any other right, power, or remedy. J. The Developer may not assign this Contract without the written pelmission of the City Council. The Developer's obligations hereunder shall continue in full force and effect even if the Developer sells one or more units in the Plat,the Land, or any part of it. Upon request, the City shall provide, in recordable form, a release of any unit in the Plat from this Development Contract if the City determines that the terms and conditions of this Contract have been satisfied. K. Developer shall be responsible for all snow removal from the Land to the extent that City Ordinance requires snow removal. Developer shall be responsible for ensuring that the Land complies with the City's Code regarding nuisances. L. The Developer shall take out and maintain until City has accepted the public improvements, public liability and property damage insurance covering personal injury, including death, and claims for property damage which may arise out of Developer's work or the work of its subcontractors or by one directly or indirectly employed by any of them as provided in form attached hereto as EXHIBIT C. M. Orono Industrial Blvd. is currently under construction. Developer acknowledges and agrees that City may refuse to issue building permits that require access to the Property via 235929v3 Orono Industrial Blvd. until grading and one lift of asphalt has been installed on Orono Industrial Blvd. N. City permits are required for all retaining walls. Retaining walls that require a building permit shall be constructed in accordance with plans and specifications prepared by a structural or geotechnical engineer licensed by the State of Minnesota. Following construction, a certification signed by the design engineer shall be filed with the City Engineer evidencing that the retaining wall was constructed in accordance with the approved plans and specifications. All retaining walls required to be constructed by the Plans, or special conditions referred to in this Contract, shall be constructed before any Certificate of Occupancy is issued for a lot on which a retaining wall is required to be built. 32. NOTICES. Required notices to the Developer shall be in writing, and shall be either hand delivered to the Developer, its employees or agents, or mailed to the Developer by certified mail at the following address: 5840 Club Valley Road, Shorewood MN 55331. Notices to the City shall be in writing and shall be either hand delivered to the City Administrator, or mailed to the City by certified mail in care of the City Administrator at the following address: Orono City Hall, 2750 Kelley Parkway, Orono, Minnesota 55356. Either party may change the address to which notices to such party thereafter shall be given, by providing to the other party notice of such change. 31. RELEASE. At the request of the Developer, upon expiration of warranties, completion and satisfaction of requirements of the Contract, as determined by the City, the City will execute a recordable certificate of completion confirming such completion and release of the Land from provisions of this Contract relating thereto. The Developer may request partial release of the Contract. The City, when the Developer requests such a release, may require as a 235929v3 condition thereof that the Developer memorialize any remaining unsatisfied obligations hereunder pursuant to a recorded declaration or an amendment to a previously recorded declaration. Remainder of Page Intentionally Left Blank] 235929v3 Signature Page -- City CITY OF ORONO By: <12"-‘"---`---% Bob Tunheim Its Mayor By. Adam Edwards Its City Administrator STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this /Z day of Si" 2025, by Bob Tunheim and Adam Edwards, the Mayor and City Administrator, respectively, of the City of Orono, a Minnesota municipal corporation, on behalf of the corporation and pursuant to authority granted by its City Council. JASON TANG MEJIA NOTARY PUBLIC MINNESOTA otary Public G 41 MY COMMISSION MIRES 01/31/2030 DRAFTED BY: Campbell Knutson Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, MN 55121 Telephone: (651) 452-5000 SMM/CAH 235929v3 Signature Page—Developer DEVELOPER: ORONO GARAGE CONDOS LLC By: Its STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this I i day of J" - 2025, by Roar' N^ z the nn•.".,),c.,- of Orono Garage Condos LLC, a Minnesota limited liability company, on behalf of the company. JASON TANO MEJIA w A' s NOTARY PIJBUC.MINNESOTA tart' Public MY COMMISSION EXPIRES 01/31/2030 235929v3 EXHIBIT A to DEVELOPMENT CONTRACT Legal Description of Land Tract 1 (Torrens): That part of Lot 1,Block 1,CRYSTAL BAY BUSINESS CENTER,embraced within Lot 4,Block 1, VAN DALE ADDITION, Hennepin County, Minnesota. Tract 2 (Abstract): Lot 1, Block 1, CRYSTAL BAY BUSINESS CENTER, EXCEPT that part embraced within Lot 4, Block 1, VAN DALE ADDITION, Hennepin County, Minnesota. 235929v3 EXHIBIT B IRREVOCABLE LETTER OF CREDIT No. Date: TO: City of Orono 2750 Kelley Parkway Orono,Minnesota 55356 Dear Sir or Madam: We hereby issue, for the account of and in your favor, our Irrevocable Letter of Credit in the amount of$ available to you by your draft drawn on sight on the undersigned bank. The draft must: a)Bear the clause, "Drawn under Letter of Credit No. dated 2027,of Name of Bank)'; b) Be accompanied by an affidavit signed by the Mayor or City Administrator of the City of Orono certifying that is in default of the Development Contract with the City of Orono and that five (5) business days prior written notice has been given by the City to Developer with respect to the existence of such default,and such default has not been cured. c)Be presented for payment at (Address of Bank) , on or before 4:00 p.m. on November 30, 2 This Letter of Credit shall automatically renew for successive one-year terms unless, at least forty- five (45) days prior to the next annual renewal date (which shall be November 30 of each year), the Bank delivers written notice to the Orono City Administrator that it intends to modify the terms of, or cancel, this Letter of Credit.Written notice is effective if sent by certified mail,postage prepaid,and deposited in the U.S. Mail, at least forty-five (45) days prior to the next annual renewal date addressed as follows: Orono City Administrator,Orono City Hall,2750 Kelley Parkway, Orono,Minnesota 55356,and is actually received by the City Administrator at least thirty(30)days prior to the renewal date. This Letter of Credit sets forth in full our understanding which shall not in any way be modified, amended, amplified, or limited by reference to any document, instrument, or agreement, whether or not referred to herein. This Letter of Credit is not assignable. This is not a Notation Letter of Credit. More than one draw may be made under this Letter of Credit. This Letter of Credit shall be governed by the most recent revision of the Uniform Customs and Practice for Documentary Credits,International Chamber of Commerce Publication No.600. This agreement shall be construed and interpreted under Minnesota Law. We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly honored upon presentation. BY: Its 235929v3 EXHIBIT C CERTIFICATE OF INSURANCE LIABILITY&WORKERS' COMPENSATION This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies listed below. PROJECT: CERTIFICATE HOLDER&ADDITIONAL INSURED: City of Orono ADDRESS: ARCH/ENGR: INSURED: ADDRESS: AGENT: ADDRESS: WORKERS' COMPENSATION COVERAGE POLICY# EFFECTIVE DATE / /EXPIRATION DATE / / INSURANCE COMPANY: COVERAGE-Workers' Compensation, Statutory. Employer' Liability Limit Each Accident $ Disease Policy Limit $ Disease Employee Limit 500,000 Policy limit applies to both accident and disease) GENERAL LIABILITY POLICY# EFFECTIVE DATE / /EXPIRATION DATE / / INSURANCE COMPANY: Claims Made ( )Occurrence ( )Owners&Contractors Protective ( )Other LIMITS: General Aggregate Limit(Other Than Products-Completed Operations) Products-Completed Operations Aggregate Limit Personal&Advertising Injury Limit Each Occurrence 235929v3 COVERAGE PROVIDED Operations of Contractor: Yes No Government Immunity is Waived Yes No Operations of Sub-Contractor(Contingent): Yes No Property Damage Liability Includes Does Personal Injury Include Damage Due to Blasting Yes No Claims Related to Employment: Yes No Damage Due to Collapse Yes No_ Completed Operations/Products: Yes No Damage To Underground Facilities Yes No Contractual Liability(Broad Form): Yes No Broad Form Property Damage Yes No EXCEPTIONS: AUTOMOBILE LIABILITY POLICY#EFFECTIVE DATE: / / EXPIRATION DATE: INSURANCE COMPANY: Any Auto ()All Owned Autos ()Scheduled Autos Hired Autos ()Non-Owned Autos LIMITS: Bodily Injury $ Each Person/$ Each Occurrence OR Combined Single Limit$ Property Damage$ Each Occurrence UMBRELLA EXCESS LIABILITY POLICY# EFFECTIVE DATE: / / EXPIRATION DATE: / / INSURANCE COMPANY LIMITS: Single Limit Bodily Injury and Property Damage Each Occurrence $ Aggregate COVERAGE PROVIDED: Applies in excess of the coverages listed above for Employers' Liability, General Liability, and Automobile Liability: Yes No Are any deductibles applicable to bodily injury or property damage on any of the above coverages? Yes No If So,List Amount$ AGENT CARRIES ERRORS AND OMISSIONS INSURANCE: Yes No Should any of the above-described policies be cancelled before the expiration date thereof,the issuing company will mail 30 days' notice to the parties to whom this certificate is issued. Dated at: On:By: MN License# Authorized Insurance Representative 235929v3