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Home My WebLink About07-05-05 CITY OF HASTINGS COUNCIL MEETING Monday, July 5, 2005 7:00 P.M. I. CALL TO ORDER: II. ROLL CALL: III. DETERMINATION OF QUORUM: IV. APPROVAL OF MINUTES: Approve Minutes of the Regular City Council Meeting on June 20, 2005 V. COUNCIL ITEMS TO BE CONSIDERED: VI. CONSENT AGENDA: The items on the Consent Agenda are to be acted upon by the City Council in a single motion. There will be no discussion of these items unless 8 Councilmember or citizen so requests. in which event the items will be removed from the Consent Agenda to the appropriate department for dtscussion. 1. Pay Bills As Audited 2. Approve Memorandum of Understanding with Dakota County and TRAC Department 3. Resolution-Approve Two-Day Liquor License Amendment for The Bar (2101 Vermillion Street) 4. Approve Agreement for Engineering Services 5. Resolution-Rescinding Strong Beer and Wine License for Mangia Roma and Approving Refund of 2005/2006 Liquor License Fees 6. Approve Job Descriptions for Fire Services Office Manager and Fire Services Support Staff 7. Declaration of Excess Property - Police Department 8. Well #1 Abandonment - Permit Removal of Interior Piping for Scrap 9. Accept Feasibility Study and Order Public Hearing for South Frontage Road Street Improvement Project 10. Approve 2005 Rivertown Days Agreement 11. Approve Two-Day Liquor License Amendment for The Green Mill (909 Vermillion Street) 12. Approve Copier Agreement with Canon Business Solutions 13. Resolution - Approve Tobacco License at MGM Liquor License 14. Resolution-Accepting Donation to Hastings Canine Program (RJ's Tavern) VII. AWARDING OF CONTRACTS & PUBLIC HEARING: 1. Public Hearing-Proposed Business Subsidy for Lanoga Corporation VIII. REPORTS FROM CITY STAFF: A. Public Works 1. Approve Public Works Take-Home Vehicle Policy Revisions B. Planning 1. Resolution Authorizing Purchase and Development Agreement with Lanoga Corporation 2. Resolution Authorizing Purchase and Development Agreement with Waterfront Lofts, LLC "".~..""~,,,~,,:,,_::.~,~,.'~,;,~,:,y,";\_.":, ,~.',"',\'T ;"':"',.'~~''':'.'", ';\' !-:~:'"~':',""'i,,,., ',",1 ,"'''",:, '-,';'\',' "','. ',": ..;'.~ ,""; ~~ '''''-,': ',':-.'.~--."":::"''.-'"'' . ",','llccL-":':" ,."./..~,',,,,,~,.\'.'.::"'" '" ':~"~ "-,~-,,,!,~,'.\;'!' ",,' ,',',!, :(\-,,'; ",' ~',:C:~; ~\\'~,",",',~ '".'\ '_',~':' S_~2,t7':"r,;.\:~\"_::\'"~,, ;~, ';' :T,:';' ",': ~'~;~.'.':;:' \~",',~-,~ '," ""..tr,-;"~" ':'.~7' : ,':'\~::~'~':~,?" ';'t\ ~"~,:,:,;:~,, , :":">' ,'. '.-;; ," . "".-,'''.-,:"::'',~",''''~''',,:;,,,,~...:.\, 3. Resolution-Minor Subdivision #2005-41: UBC (Northwest Corner of Spiral and Enterprise Boulevards) 4. Resolution-Site Plan #2005-38: USC (Northwest Corner of Spiral and Enterprise Boulevards) 5. Approve Preliminary Industrial Park Land Sale-#2005-42 Gemstar Manufacturing (Northeast Corner of Spiral and Enterprise Boulevards) 6. Consider Temporary Roof Sign-#2005-49: Three Rivers Sales Office C. Administration IX. COMMENTS FROM AUDIENCE: X. UNFINISHED BUSINESS: XI. NEW BUSINESS: XII. REPORTS FROM CITY COMMITTEES, OFFICERS, COUNCILMEMBERS: XIII. ADJOURNMENT: Next City Council Meeting on Monday J"uly 18, 2005 ! Hastings, Minnesota City Council Minutes June 20,2005 The City Council of the City of Hastings, Minnesota met in a regular meeting on Monday, June 20, 2005 at 7:00 p.m., in the City Hall Council Chambers at Hastings City Hall, 101 East 4th Street, Hastings, Minnesota. Members Present: Members Absent: Staff Members Present: Acting Mayor Hicks, Councilmembers Alongi, Moratzka, Riveness, and Schultz Mayor Werner and Councilmember Hazlet City Administrator Dave Osberg, Assistant City Administrator Melanie Mesko Lee, City Attorney Shawn Moynihan, Planning Director John Hinzman, Public Works Director Tom Montgomery Moment of Silence Acting Mayor Hicks led a moment of silence at the recent passing of. Finance Director Lori Webster. Approval of Minutes Acting Mayor Hicks asked if there were any corrections or additions to the minutes of the regular meeting of June 6, 2005. Hearing none, the minutes were approved as presented. Consent Agenda Moved by Councilmember Moratzka seconded by Councilmember Riveness to approve the Consent Agenda as presented. 1. Pay Bills As Audited 2. Appointment to NRRC 3. Approve Extension of Finance Department Reorganization 4. Approve Extension of Unpaid Leave of Absence 5. Approve Background Check Policy and Sign-Off Form 6. Resolution-Approve Gambling and One Day Liquor License for Hastings Fire Relief Association's Booya (September 11, 2005) 7. Resolution-Approve Gambling License Renewal at KC Hall 8. Resolution-Rescind Gambling Permit at Westside Bar & Grill (MS Society) 9. Resolution-Approve Temporary On-Sale Liquor License for American Legion 10. Resolution-Approve 2005/2006 Liquor License Renewals 11. 2005 Budget Adjustments 12. Resolution-Approving a Health Care and Housing Revenue Refunding Note 13. Resolution-Accepting Donation to Hastings Canine Program (Anonymous Donation) 14. Accept HKGI Consulting proposal for Downtown Redevelopment Streetscape Design 15. Resolution-Restricting Parking on South Frontage Road 16. Resolution-Declaring Street Marking Equipment Excess and Trading with School District for Hot Water Pressure Washer 17. Resolution-Authorize Grant Submittal #200543: Met Council LCDA (Downtown Hastings) 18. Approve Calling in Two Bonds 19. Amend Preliminary Agreement with Sherman Associates 20. Order Public Hearing on UBC Relocation to Industrial Park . 21. Pay Estimate #9-Project 2004-1 Westwood Project: 3 Rivers Construction($117,666.64) 22. Pay Estimate #1-Project 20054 LeDuc Mansion Parking Lot: Midwest Asphalt Corporation ($68,915.69) Minutes of the Regular Meeting of June 20, 2005 Page 2 of 3 23. Resolution-Acknowledging NIMS Agreement Copies of resolutions on file. Public Hearing-Ordinance Amendment #2005-32: Land Use Fees Acting Mayor Hicks opened the public hearing at 7:04 p.m. Planning Director Hinzman stated that no changes to the ees themselves are proposed; staff is simply recommending that the fees be adopted in ordinance form as opposed to resolution form. Hearing no further comments, Acting Mayor Hicks closed the public hearing at 7:04 p.m. Second ReadinglAdopt Ordinance-Ordinance Amendment #2005-32: Land Use Fees Moved by Councilmember Alongi, seconded by Councilmember Schultz to approve the ordinance amendment as presented. 5 Ayes; Nays, none. Copy of ordinance on file. Resolution-Variance #2005-40: Garage Sideyard Setback at 947 West 14th Street (McNamara) . City Attomey Moynihan noted that a variance requires 6 votes for approval; because there are only 5 Councilmembers in attendance, Moynihan recommended the action be tabled until thele are six councilmembers in attendance. Moved by Councilmember Riveness, seconded by Councilmember Schultz to table this request to a Council meeting wth at least six councilmembers in attendance. 5 Ayes; Nays, none. l Resolution-Site Plan #2005-39: Accessory Building at 3625 Vermillion Street (Hastings Ford) Moved by Councilmember Moratzka, seconded by Councilmember Riveness to approve the site plan as presented. 5 Ayes; Nays, none. Copy of resolution on file. Resolution-SUP/Site Plan #2005-23: Floodwall at 2005 Vermillion Street (ConAgra) City Attomey Moynihan noted that a special use permit requires 6 votes for approval; because there are only 5 Councilmembers in attendance, Moynihan recommended the action on the special use permit be tabled until there are six councilmembers in attendance. The Council can still consider and act on the site plan lequest. Planning Director Hinzman stated that the Planning Commission has recommended approval of both the Special User Permit as well as the Site Plan. During the consideration of these items, discussion was held over fencing and the appearance of the wall, and should the concrete be tined or not. The Fire Marshal had suggested a condition requiring the installation of anchor points for use by emergency services be included in the construction. Because of the cost factor and previous use of the site, staff is not recommending, and the Fire Marshal is comfortable with not requiring, the installation of anchor points. Staff does not recommend tinting the wall, but instead has included a condition requiring that the color of both the concrete block and the poured concrete should be consistent with the adjacent mill buildings. Moved by Councilmember Riveness, seconded by Councilmember Alongi to approve the site plan, contingent upon approval of the Special Use Permit at a later date, and removing the condition that anchor points be installed for emergency access. 5 Ayes; Nays, none. Copy of resolution on file. Moved by Councilmember Schultz, seconded by Council member Moratzka to table this request to a Council meeting wth at least six councilmembers in attendance. 5 Ayes; Nays, none. Minutes of the Regular Meeting of June 20, 2005 Page 3 of 3 Resolution-Site Plan #2005-35: Salt Shed at 1225 Progress Drive (City of Hastings Public Works Facility) Moved by Councilmember Schultz, seconded by Councilmember Moratzka to approve the site plan as presented. 5 Ayes; Nays, none. Copy of resolution on file. Resolution-Approving Plans and Authorizing Advertisement for Bids: Public Works Salt Shed Moved by Councilmember Moratzka, seconded by Council member Alongi to approve the plans and authorize advertisement for bids as presented. 5 Ayes; Nays, none. Copy of resolution on file. Resolution-Authorizing the Execution of Closing Documents with the Minnesota Historical Society for the Acquisition of the LeDuc Property City Administrator Osberg stated that the closing is scheduled for Friday, June 24, 2005 at 2:0 p.m. and invited the City Council and the public to attend. Moved by Councilmember Schultz, seconded by Councilmember Riveness to approve the resolution as presented. 5 Ayes; Nays, none. Copy of resolution on file. Reports: City Administrator Osberg stated that the Winnebago Company will be filming a commercial downtown on Tuesday, June 21. Adjournment Moved by Councilmember Alongi, seconded by Council member Riveness to adjourn the meeting at 7:30 p.m. 5 Ayes; Nays, None. ATTEST City Clerk Mayor Date: 06/30/2005 Time: 14:09:29 operator>: BECKY KLINE CITY OF HASTINGS FM Entry - Invoice Payment - Department Report Page: 1 Department Vendor Name Description Amount -------------------- -------------------- ------------------------ ------------ COUNCIL AND MAYOR ADMINISTRATION ADMINISTRATION ADMINISTRATION ADMINISTRATION ADMINISTRATION ADMINISTRATION ADMINISTRATION ADMINISTRATION CITY CLERK CITY CLERK FINANCE FINANCE "MAINTENANCE MAINTENANCE PLANNING M.I.S. M.I.S. M.I.S. POLICE POLICE POLICE POLICE POLICE POLICE POLICE POLICE POLICE POLICE POLICE POLICE MN CHILD SUPPORT PMT CASE 00138614701 & 00007 MN CHILD SUPPORT PMT CASE 001435452601 Total for Department 000 SPRINT JUNE /TELEPHONE Total for Department 102 FARMER BROS CO. COFFEE ICMA CONF. REGISTRAT OSBERG/ CONF REGISTRATIO OFFICE MAX - A BOISE CARDS/DISC OFFICE MAX - A BOISE FILE POCKETS OFFICE MAX - A BOISE INKJET CARTRIDGE OSBERG, DAVID M. REIMBURSE / MAYOR - MGR SPRINT JUNE /TELEPHONE S & T OFFICE PRODUCT PENS Total tor Department 105 SCHROEDER, ADELINE MlLEAGE/ PARKING SPRINT JUNE /TELEPHONE Total for Department 107 SPRINT JUNE /TELEPHONE WELLS FARGO BANK/ CR FINANCE CHARGE Total for Department 120 MINNEGASCO,ACCT'S PA JUNE SPRINT JUNE /TELEPHONE Total for Department 140 SPRINT JUNE /TELEPHONE Total for Department 150 SPRINT JUNE /TELEPHONE WELLS FARGO BANK/ CR AVAYA TRAINING WELLS FARGO BANK/ CR MS SOFTWARE UPGRADE Total for Department 160 DAKOTA COUNTY TREAS- MAY /DAKOTA CO FUEL MONT DE LAGE LANDEN FINAN DICTATION SYSTEM ELECTRO WATCHMAN. IN ALARM SERVICE GRAPHIC DESIGN ENVELOPES HASTINGS VEHICLE REG 2001 BUICK/ REG TABS INTOXlMETERS, INC PBT MOUTH PIECES KEGLEY. JOSEPH REIMBURSE/ K9 PLAQUES MIDSTATE ORG. CRIME KEGLEY/ CONFERENCE NEXTEL COMMUNICATION CELL PHONE/ DRUG TASK PO SPRINT (CELL PHONES) MDT VISION CARD CONNECTI SPRINT JUNE /TELEPHONE XCEL ENERGY JUNE Total for Department 201 460.54 238.57 699.11* 13.53 13.53* 26.99 565.00 36.51 12.65 149.06 43.92 216.60 35.27 1,086.00* 66.54 13.53 80.07* 101.02 -4.86 96.16* 1,040.79 42.71 1,083.50* 67.67 67.67* 27.07 600.00 189.58 816.65* 2,768.69 290.05 57.51 74.55 9.50 105.00 111.83 210.00 51.17 1,130.24 688.17 37.44 5,534.15* VI-1 Date: 06/30/2005 Time: 14:09:30 Operator': BECKY KLINE CITY OF HASTINGS FM Entry - Invoice Payment - Department Report Page: 2 Department Vendor Name Desc~iption Amount -------------------- -------------------- ------------------------ .----------- BUILDING AND BUILDING AND BUILDING AND BUILDING AND BUILDING AND BUILDING AND INSPECT 10,000 LAKES CHAPTER LANGER/ CONF REGISTRATIO INSPECT BOO CONSULTING ENGIN FINAL GRADE INSPECT BDM CONSULTING ENGIN TOP OF BLOCK VERIFICATIO INSPECT DAKOTA COUNTY TREAS- MAY /DAKDTA CO FUEL MONT INSPECT NEXTEL COMMUNICATION CELL PHONE SERVICE INSPECT SPRINT JUNE /TELEPHONE Total for Department 230 PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLI C WORKS PUBLI C WORKS PUBLIC WORKS PUBLIC WORKS APWA MEMBERSHIP PUBQIC WORKS CONGRESS/EX BAHLS SERVICE TIRE REPAIR BOO CONSULTING ENGIN LOT REVIEW CERTIFICATES CUSTOM ASPHALT 2ND & CLAY/ REPAIRS DAKOTA COUNTY TREAS- MAY /DAKDTA CO FUEL MONT ENGINEERING REPRO SY SCAN MYLARS & 1 CD HOFF, LAURA REIMBURSE/ REPAIR BRICK- NORTHLAND CHEMICAL S CARPET SPOTTER SCHMIDTKE-NEWCOMB SA REIMBURSE / POP CONDAC M SOLI DEAL TIRE INC TIRES / MOUNTING SPRINT JUNE /DATA CONNECTIONS SPRINT JUNE /TELEPHONE Total for Department 300 LE Due MANSION BDM CONSULTING ENGIN LE DUC MANSION PARKING L Total for Department 450 Total for Fund 101 PARKS AND RECREATION BERNSTEIN BARRY VOLLEYBALL SET/ HORSESHO PARKS AND RECREATION GOPHER PARTY WAGON EQUIPMENT PARKS AND RECREATION LEEF BROTHERS, INC. TOWELS PARKS AND RECREATION MINNEGASCO, ACCT I S PA JUNE PARKS AND RECREATION MTI DISTRIBUTING COM AQUATIC CENTER IRRIGATIO PARKS AND RECREATION NEXTEL COMMUNICATION CELL PHONE PARKS AND RECREATION SPRINT JUNE /TELEPHONE PARKS AND RECREATION SPRINT JUNE DATA CONN Total for Department 401 Total for Fund 200 PARKS AND RECREATION DONNA YULE PARKS AND RECREATION SUSAN ANGELL PARKS AND RECREATION JILL CERNOHOUS PARKS AND RECREATION LISA KILMER PARKS AND RECREATION GLEN KASEL PARKS AND RECREATION CINDY CADWELL PARKS AND RECREATION BETTY NEUVILLE PARKS AND RECREATION SUE WAGNER PARKS AND RECREATION CRYSTAL GORANSON PARKS AND RECREATION AQUA LOGIC, INC. PARKS AND RECREATION DIPPIN DOTS, INC. SEASON PASS REFUND SWIM LESSON REFUND SWIM LESSON REFUND SWIM LESSON REFUND SWIM LESSON REFUND SWIM LESSON REFUND SWIM LESSON REFUND SWIM LESSON REFUND SWIM LESSON REFUND CHEMICALS 4 CASES I CE CREAM 60.00 1,470.00 495.00 233.34 169.23 83.20 2,510.77* 540.00 35.59 1,950.00 862.00 2,695.77 252.94 325.00 77.11 12.06 306.79 149.29 224.98 7,431.53* 2,447.00 2,447.00* 21,866.14* 234.28 1,546.45 51. 43 112.10 89.76 308.10 271.81 298.58 2,912.51* 2,912.51* 44.00 36.00 69.00 36.00 72.00 36.00 36.00 36.00 33.00 1,470.44 378.00 Date: 06/30/2005 Operator: BECKY KLINE Time: 14:09:30 CITY OF HASTINGS FM Entry - Invoice Payment - Department Report Page: 3 Department Vendor Name Description Amount -------------------- -------------------- ------------------------ ------------ PARKS AND RECREATION DIPPIN DOTS, INC. 6 CASES ICE CREAM PARKS AND RECREATION ELECTRO WATCHMAN, IN QUARTERLY ALARM SERVICE PARKS AND RECREATION FIRST LINE BEVERAGES CONCESSION SUPPLIES PARKS AND RECREATION JOHNSON, DARBIE A.D REIMBURSE / BUNS PARKS AND RECREATION MIDWEST COCA-COLA BT CONCESSION SUPPLIES PARKS AND RECREATION MIDTOWN FOOD CENTER CONCESSION SUPPLIES PARKS AND RECREATION MINNEGASCO, ACCT' S PA JUNE PARKS AND RECREATION NEXTEL COMMUNICATION CELL PHONE PARKS AND RECREATION PIONEER PRESS DISPAT SUBSCRIPTION PARKS AND RECREATION SPRINT JUNE /TELEPHONE PARKS AND RECREATION VISTAR CORPORATION CONCESSION SUPPLIES PARKS AND RECREATION WELLS FARGO BANK/ CR POWER CORD/COMPUTER PARKS AND RECREATION XCEL ENERGY JUNE Total for Department 401 Total for Fund 201 CABLE AURAN, PAUL 2ND QTR MEETINGS CABLE SPRINT JUNE /TELEPHONE Total for Department 420 Total for Fund 205 CABLE HASTINGS ACCESS CORP ACCESS SUPPORT Total for Department 420 Total for Fund 206 HERITAGE PRESERVATIO SPRINT JUNE /TELEPHONE Total for Department 170 Total for Fund 210 FIRE FIRE FIRE FIRE FIRE FIRE FIRE FIRE FIRE DAKOTA COUNTY TREAS- FAIR OFFICE WORLD FAIR OFFICE WORLD FAIR OFFICE WORLD FASTENAL COMPANY SPRINT TROPHIES PLUS U. S . POSTMASTER VERIZON WIRELESS MAY /DAI<<JTA CO FUEL MONT CALC RIBBON PENS/PENCILS/ENVELOPES TONER 85.5 R1 PORT CHEST LINE JUNE /TELEPHONE PERSONNEL ACCOUNTABILITY ENVELOPES/STAMPED CELLULAR CHARGES Total for Department 210 AMBULANCE AMBULANCE DAI<<JTA COUNTY TREAS- MAY /DAI<<JTA CO FUEL MONT IPD CO INC GROMMET POLY SFT BLUE Total for Department 220 Total for Fund 213 567.00 79.88 747.98 33.62 468.00 69.12 7,387.59 149.87 52.00 122.47 2,292.13 37.02 946.75 15,199.87* 15,199.87* 600.00 13.53 613.53* 613.53* 35,000.00 35,000.00* 35,000.00* 13.53 13.53* 13.53* 592.05 2.40 57.09 95.84 46.14 494.42 306.72 398.00 120.74 2,113.40* 810.57 15.25 825.82* 2,939.22* Date: 06/30/2005 Time: 14:09:30 Operator: BECKY KLINE CITY OF HASTINGS FM Entry - Invoice Payment - Department Report Department Vendor Name Description -------------------- -------------------- ------------------------ HOUSING AND REDEVELO GARDNER HOUSE LLC REHAB LOAN Total for Department 500 Total for Fund 402 BUILDING AND INSPECT 0 I BRIEN, JOE CHEVROL 6 MONTH I S TRUCK LEASE Total for Department 230 PUBLI C WORKS TKDA ENGINEERS PROF SERV / SALT SHED Total for Department 300 Total for Fund 403 HOUSING AND REDEVELO BDM CONSULTING ENGIN SHERMAN HRA BLK 1 RIVERF HOUSING AND REDEVELO BRADLEY &. DEIKE PA ABDO BLDG - 2 PURCHASE A HOUSING AND REDEVELO BRADLEY &. DEIKE PA HRA LEGAL HOUSING AND REDEVELO BRADLEY &. DEIKE PA HRA LOAN PROGRAM HOUSING AND REDEVELO EHLERS &. ASSOC TIF #4 SET UP HOUSING AND REDEVELO HOISINGTON KOEGLER G LEVEE PARK IMPROVEMENTS HOUSING AND REDEVELO SPRINT JUNE /TELEPHONE Total for Department 500 Total for Fund 404 -PUBLIC WORKS PUBLIC WORKS BDM CONSULTING ENGIN 2003-3 SPIRAL &. 31ST BDM CONSULTING ENGIN RSO Total for Department 300 Total for Fund 493 PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS BDM CONSULTING ENGIN 2001-1 WESTWOOD BDM CONSULTING ENGIN 2004-1 WESTWOOD BDM CONSULTING ENGIN 2004-2 31ST STREET BDM CONSULTING ENGIN 2004-4 10TH 61 PROJECT Total for Department 300 Total for Fund 494 PUBLIC WORKS PUBLIC WORKS PUBLI C WORKS PUBLIC WORKS BDM CONSULTING ENGIN 2005-1 DAKOTA HILLS BDM CONSULTING ENGIN 2005-3 SO FRONTAGE ROAD BDM CONSULTING ENGIN 2005-5 DOWNTOWN REDEV BDM CONSULTING ENGIN 2005-5 RIVERFRONT REDEV Total for Department 300 Total for Fund 495 PUBLI C WORKS PUBLI C WORKS PUBLIC WORKS PUBLIC WORKS CHEMSEARCH PAINT/HYDRANTS DAKOTA COUNTY TREAS- MAY /DAKOTA CO FUEL MONT ELECTRO WATCHMAN, IN ALARM MONITORING G &. K SERVICES MAT TOWEL RENTAL Page: 4 Amount ------------ 3,000.00 3,000.00* 3,000.00* 1,917.00 1,917.00* 1,614 . 75 1,614.75* 3,531.75* 564.00 112.50 37.50 62..50 975.00 356.59 13.53 2,121.62* 2,121.62* 439.50 1,852.50 2,292.00* 2,292.00* 822.00 3,078.00 263.50 436.00 4,599.50* 4,599.50* 952.00 1,249.00 3,727.00 646.00 6,574.00* 6,574.00* 362.57 1,015.48 57.51 133.23 Date: 06/30/2005 Operator": BECKY KLINE Time: 14:09:30 CITY OF HASTINGS FM Entry - Invoice Payment - Department Report Page: 5 Department Vendor Name Description Amount -------------------- -------------------- ------------------------ ------------ PUBLIC WORKS PUBLIC WORKS PUBLI C WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS LEGEND TECHNICAL SER PUMP HOUSE SURVEY MINNEGASCO, ACCT I S PA JUNE MN PIPE & EQUIPMENT MARKING PAINT/FLAGS SHERWIN-WILLIAMS PAINT SHERWIN-WILLIAMS REPAIR KIT SPRINT JUNE / DATA CONNECTIONS SPRINT JUNE /TELEPHONE TKDA ENGINEERS PROF SERVICES/ PILOT WEL XCEL ENERGY JUNE Total for Department 300 Total for Fund 600 PUBLIC WORKS PUBLIC WORKS DAKOTA COUNTY TREAS- MAY /DAKOTA CO FUEL MONT XCEL ENERGY JUNE Total for Department 300 Total for Fund 601 CITY CLERK CITY CLERK DAKOTA COUNTY TREAS- MAY /DAKOTA CO FUEL MONT SPRINT JUNE /TELEPHONE Total for Department 107 Total for Fund 610 PARKS AND RECREATION ELECTRO WATCHMAN, IN JULY-SEPT SERVICE PARKS AND RECREATION MINNEGASCO, ACCT' S PA JUNE PARKS AND RECREATION NEXTEL COMMUNICATION CELL PHONE PARKS AND RECREATION SPRINT JUNE / DATA CONNECTIONS PARKS AND RECREATION SPRINT JUNE /TELEPHONE PARKS AND RECREATION TWIN CITY CONTAINER, 12 CONTAINERS STORAGE GL PARKS AND RECREATION XCEL ENERGY JUNE Total for Department 401 Total for Fund 615 PUBLIC WORKS PUBLIC WORKS JUNE /TELEPHONE KISER SERVICE REPAIR BEARING Total for Department 300 SPRINT UNITED Total for Fund 620 PLANNING PLANNING PLANNING PLANNING PLANNING PLANNING BDM CONSULTING ENGIN AMCON BANK BDM CONSULTING ENGIN DAKOTA CO JAIL EXPANSION BDM CONSULTING ENGIN DAKOTA SUMMIT 2 STRIP MA BDM CONSULTING ENGIN PRAIRIE RIDGE BDM CONSULTING ENGIN RIVERWOOD 8TH BDM CONSULTING ENGIN WESTVIEW Total for Department 150 205.20 78.18 240.80 202.35 52.07 149.29 130.25 1,594.68 10,672.60 14,894.21* 14,894.21* 383.07 1,131.18 1,514.25* 1,514.25* 1,700.07 17.53 1,717.60* 1,717.60* 57.51 219.77 59.25 298.60 97.31 127.80 5,666.53 6,526.77* 6,526.77* 42.71 9,728.51 9,771.22* 9,771.22* 750.00 500.00 625.00 1,500.00 4,046.50 62.50 7,484.00* Date: 06/30/2005 Time: 14:09:31 Operator': BECKY KLINE Page: 6 Department Vendor Name Description Amount CITY OF HASTINGS FM Entry - Invoice Payment - Department Report -------------------- -------------------- ------------------------ ------------ PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLI C WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS BDM CONSULTING ENGIN AMCON BANK BDM CONSULTING ENGIN BAILEY RIDGE BDM CONSULTING ENGIN CENTURY SOUTH BDM CONSULTING ENGIN DAKOTA SUMMIT 2 STRIP MA BDM CONSULTING ENGIN EASTENDERS BDM CONSULTING ENGIN GLENDALE HEIGHTS 2ND BDM CONSULTING ENGIN HASTINGS SR MARKETPLACE BDM CONSULTING ENGIN LAWRENCE CONDOS BDM CONSULTING ENGIN PRAIRIE RIDGE BDM CONSULTING ENGIN SIEBEN'S CREST BDM CONSULTING ENGIN SOUTH PINES 4TH BDM CONSULTING ENGIN SUMMIT HEIGHTS BDM CONSULTING ENGIN WALLIN 11TH BDM CONSULTING ENGIN WENDY'S/WESTVIEW COMMONS Total for Department 300 HOUSING AND REDEVELO BRADLEY " DEIKE PA SHERMAN DEV AGR HOUSING AND REDEVELO EHLERS " ASSOC DEV AGR " TIF ANALYSIS Total for Department 500 Total for Fund 807 Grand Total 1,449.00 101.00 506.00 1,360.00 4,157.50 335.00 1,358.50 380.00 778.50 62.00 93.00 62.00 310.00 39.00 10,991.50* 2,400.00 3,518.75 5,918.75* 24,394.25* 159,481. 97* July 5, 2005 Mayor Wemer 1 J ,~:1 ., 1 j atyof I-bstigs UJl~,:,',_,,'" .~=~~_';:O::"".'_~.~WI-"~,",..;,#~~~_.H~!~";<i'a Ntenvmim To: City Council From: Becky Kline, Finance Department Date: 6/28/2005 .' The attached Department Report itemizes vouchers that were paid on June 28, 2005. Thank you. Date: 06/28/2005 Time: 07:44:44 opera tor: BECKY KLINE CITY OF HASTINGS FM Entry - Invoice Payment - Department Report Page: 1 Department Vendor Name Description Amount -------------------- -------------------- ------------------------ ------------ ADMINISTRATION FINANCE FINANCE MAINTENANCE MAINTENANCE MAINTENANCE MAINTENANCE MAINTENANCE MAINTENANCE PLANNING POLICE POLICE POLICE PUBLI C WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLI C WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLI C WORKS MISCELLANEOUS DELTA DENTAL PLAN OF JULY 2005 DENTAL PREMIUM Total for Department 000 LABOR ARBITRATION IN OSBERG/ LABOR LAW WORKSH Total for Department 105 MN TAXPAYER ASSC. MEMBERSHIP DUES WORK CONNECTION INC WEEK END 6/12 - A KAISER Total for Department 120 ALPHA VIDEO & AUDIO VIDEO RECORDER CH ENTRY MOSENG, PATRICK DAVI KEYS FOR CH T.D.'S CLEANING MONTHLY CLEANING PW TOWER CLEANING SYSTE MONTHLY CLEANING CH WALMART COMMUNITY SUPPLIES XCEL ENERGY JUNE ELEC Total for Department 140 ENVIRONMENTAL SYSTEM TAX ON MAINTENANCE AGREE Total for Department 150 KISSNER, CARY L. DISASSEMBLE OLD SQUAD KISSNER, CARY L. SET UP NEW SQUAD OFFICE MAX - A BOISE TONER/LABELS/PENS/BLINDE Total for Department 201 COMMERCIAL ASPHALT C 18.28 TON HOT MIX DOERER' S GENUINE PAR PART FOR DODGE TRUCK EMILY'S CONDAC BOX LUNCHES ENVIRONMENTAL EQUIPM BRUSH HOLDER ENVIRONMENTAL SYSTEM TAX ON MAINTENANCE AGREE GARTZKE CONST. CO. MINI HOE RENTAL NIEBUR IMPLEMENT CO LINE/ SAW CHAIN/ GLASS PAINTERS GEAR, INC. GUN KIT VANCE BROTHERS, INC. CRACK STIX/FREIGHT WALMART COMMUNITY GARBAGE BAGS ZARNOTH BRUSH WORKS, BROOM REFILLS/SHOES Total for Department 300 LEAGUE/MN CITIES INS INSURANCE EQUIPMENT BREA Total for Department 600 Total for Fund 101 PARKS AND RECREATION ANDERSEN, E.F. & ASS PARK SIGNS/POSTS PARKS AND RECREATION BAHLS SERVICE HYD FILTER & FLUID PARKS AND RECREATION COLT ELECTRIC INC. ELECT WORK-LANDING PIER PARKS AND RECREATION FASTENAL COMPANY CAN/RAIN JACKETS/FLY FRO PARKS AND RECREATION FERGUSON ENTERPRISES PVC PARKS AND RECREATION MN DEPT OF COMMERCE NOTARY PUBLIC APPLlCATIO PARKS AND RECREATION MIRACLE RECREATION E PARK BENCHES/PVC LITTER 1,896.35 1,896.35* 225.00 225.00* 135.00 277.20 412.20* 647.50 19.40 1,150.80 1,196.21 12.51 3,494.65 6,521.07* 48.75 48.75* 521. 63 4,017.20 186.69 4,725.52* 615.19 29.17 153.72 377.01 48.75 510.00 56.04 78.28 105.50 19.66 895.03 2,888.35* 5,277.00 5,277.00* 21,994.24* 395.02 188.05 273.00 204.12 25.68 40.00 1,211.25 Date: 06/28/2005 Time: 07:44:44 Operator: BECKY KLINE CITY OF HASTINGS FM Entry - Invoice payment - Department Report Page: 2 Department Vendor Name Description AmOunt -------------------- -------------------- ------------------------ ------------ PARKS AND RECREATION NINE EAGLES PROMOTIO T SHIRTS pARKS AND RECREATION SHERWIN-WILLIAMS MASKING TAPE PARKS AND RECREATION TOWER CLEANING SYSTE CLEANING SERVICE pARKS AND RECREATION TREE HOUSE WOODCHIPS PARKS AND RECREATION WALMART COMMUNITY SKATE PARK SUPPLIES PARKS AND RECREATION XCEL ENERGY ELECTRICITY pARKS AND RECREATION YOCUM OIL CO INC DIESEL FUEL pARKS AND RECREATION YOCUM OIL CO INC UNLEADED FUEL Total for Department 401 Total for Fund 200 PARKS AND RECREATION AQUA LOGIC, INC. STRAINER GASKETS/BASKET PARKS AND RECREATION DIPPIN DOTS, INC. 6 CASES DIPPIN DOTS PARKS AND RECREATION FIRST LINE BEVERAGES CONCESSION SUPPLIES pARKS AND RECREATION GRAPHIC DESIGN POSTCARDS PARKS AND RECREATION MIDWEST COCA-COLA BT POP PRODUCTS pARKS AND RECREATION RECREONICS, INC. PRESSURE GAUGE/ROPE HOOK pARKS AND RECREATION VISTAR CORPORATION CONCESSION SUPPLIES PARKS AND RECREATION WALMART COMMUNITY POOL SUPPLIES PARKS AND RECREATION WALMART COMMUNITY SUPPLIES Total for Department 401 Total for Fund 201 FIRE FIRE FIRE FIRE FIRE FIRE CONTINENTAL SAFETY STATION SUPPLIES FASTENAL COMPANY ROLLER CAB/TOP CHEST MN DEPT/LABOR &. INDU BOILER &. PRESSURE VESSEL NEXTEL COMMUNICATION CELLULAR PHONE CHARGES WALMART COMMUNITY STATION SUPPLIES XCEL ENERGY ELECTRICITY Total for Department 210 AMBULANCE AMBULANCE AMBULANCE AMBULANCE AMBULANCE AMBULANCE BOYER FORD TRUCKS HOSE FOR AMB 1463 EMERGENCY MEDICAL PR MEDICAL SUPPLIES MOORE MEDICAL CORP. MEDICAL SUPPLIES MOTOR PARTS SERVICE DEX COOL AMB 1463 MOTOR PARTS SERVICE FILTERS AMB 1461 REGINA MEDICAL CENTE MAY AMBULANCE SUPPLIES Total for Department 220 Total for Fund 213 PARKS AND RECREATION HOISINGTON KOEGLER G PREP PARK CONCEPT RIVERW PARKS AND RECREATION HOISINGTON KOEGLER G PREP PARK CONCEPT SOUTH pARKS AND RECREATION MIRACLE RECREATION E PARK BENCHES/PVC LITTER Total for Department 401 Total for Fund 401 156.00 37.96 500.55 157.48 5.84 608.47 1,622.30 910.20 6,335.92* 6,335.92* 765.23 567.00 964.15 46.86 105.95 34.99 1,059.79 132.08 188.19 3,864.24* 3,864.24* 152.17 1,719.79 10.00 106.49 112 . 13 772 . 04 2,872.62* 33.29 172.59 376.75 41. 97 29.38 321.20 975.18* 3,847.80* 203.13 203 . 12 1,676.55 2,082.80* 2,082.80* Date: 06/28/2005 Time: 07:44:44 operator: BECKY KLINE Page: 3 Department Vendor Name Description Amount CITY OF HASTINGS FM Entry - Invoice Payment - Department Report -------------------- -------------------- ------------------------ ------------ PARKS AND RECREATION DALeO FLOOR MATTING-LOCKER ROO Total for Department 401 Total for Fund 403 HOUSING AND REDEVELO WALMART COMMUNITY BLANK CD'S Total for Department 500 Total for Fund 404 ECONOMIC DEVELOPMENT TWIN CITIES COMMUNIT LOAN - WORKING CAPITAL ECONOMIC DEVELOPMENT WELLS FARGO BANK MINN TWIN CITIES COMMUNITY CA Total for Department 180 PUBLIC WORKS PUBLIC WORKS PUBLI C WORKS PuBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS PUBLIC WORKS CITY CLERK Total for Fund 407 BRAUN INTERTEC SOIL TESTS 2004-1 Total for Department 300 Total for Fund 494 BRAUN INTERTEC SOIL TESTS PROJ MGMT 200 HOISINGTON KOEGLER G 2005-5 DOWNTOWN REDEV PR SDS INC. DUMP TRUCK HAULING LEDUC Total for Department 300 Total for Fund 495 BERRY COFFEE COFFEE DPC INDUSTRIES, INC. HYDROFLUOROSILICIC ACID ECOLAB PEST ELIM.DIV ODOR UNITS O'BRIEN, JOE CHEVROL BREAK LINE/FITTING/UNION OFFICE MAX - A BOISE PAPER SHERWIN-WILLIAMS RED PAINT T . D. I S CLEANING MONTHLY CLEANING PW U. S. POSTMASTER CYCLE 3 WALMART COMMUNITY SUPPLIES XCEL ENERGY ELECTRICITY XCEL ENERGY JUNE ELEC Total for Department 300 Total for Fund 600 FLEXIBLE PIPE TOOL C BUSHING/FREIGHT FLEXIBLE PIPE TOOL C HOSE MENDER & COUPLING Total for Department 300 Total for Fund 601 HASTINGS BUS CO 5/31 BACK UP DRIVER 586.87 586.87* 586.87* 13.81 13.81* 13.81* 10,000.00 90,000.00 100,000.00* 100,000.00* 1,540.22 1,540.22* 1,540.22* 1,262.75 1,524.97 1,725.00 4,512.72* 4,512.72* 23.00 336.09 13.31 214.90 91. 38 80.94 319.50 616.64 99.19 6,957.61 720.49 9,473.05* 9,473.05* 193.43 60.17 253.60* 253.60* 280.00 Date: 06/28/2005 Operator: BECKY KLINE Time: 07:44:44 CITY OF HASTINGS FM Entry - Invoice Payment - Department Report Page: 4 Department Vendor Name Description Amount -------------------- -------------------- ------------------------ ------------ CITY CLERK CITY CLERK MN BODY &. EQUI PMENT MN BODY &. EQUI PMENT Total for DOOR JAM SWITCH TIEDOWN KIT Department 107 Total for Fund 610 PARKS AND RECREATION FERRELLGAS 8 FILLS PARKS AND RECREATION FIRST LINE BEVERAGES CONCESSION SUPPLIES Total for Department 401 Total for Fund 615 PUBLIC WORKS WALLIN, DUANE R &. W REFUND WALLIN 10TH ESCRO Total for Department 300 Total for Fun9 807 Grand Total 36.48 263.93 580.41* 580.41* 107.28 577.25 684.53* 684.53* 23,106.15 23,106.15* 23,106.15* 178,876.36* Memorandum VI-2 To: From: Date: Re: Mayor Werner & City Councilmembers Melanie Mesko Lee, Assistant City Administrator June 29, 2005 TRAC Agreement with Dakota County Council Action Reauested: Approve the attached Memorandum of Understanding with Dakota County regarding the purchase of TRAC tokens. Backaround Information: Various departments at Dakota County purchase TRAC tokens for distribution to clients as part of county programs and services. Thes~ tokens are purchased at the same price the City sells tokens to anyone else who is interested in purchasing them. Dakota County wishes to articulate this practice in a formal MOU for their records. With the adoption of this MOU, there will be no changes to current practice, nor will Dakota County be entitled to any additional consideration not available to any other TRAC rider. The City Attorney has reviewed this document and recommends its approval. If you have any questions, please let me know. MEMORANDUM OF AGREEMENT This Agreement is made and entered into between Dakota County, by and through the Communitv Services Administration, hereinafter "County" and Hastinas TRAC, 101 4th Street East, Hastinas. MN 55033, hereinafter "Contractor," for the term of Julv 1. 2005 - June 30. 2006. WHEREAS, the Dakota County Board by Resolution #05-255 authorized the County to purchase transportation services; and WHEREAS, the County requires transportation services; and WHEREAS, Contractor has the authority to execute this Agreement as a binding legal obligation, fully enforceable in accordance with its terms and conditions. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein the parties agree as follows: 1. Services shall be delivered as specified in Exhibit~, .Service DescriDtions.. 2. The County will purchase transportation tokens to be provided by County Service Coordinators to clients who are designated or referred by the County and determined eligible under the criteria established by the County's Long Term Care Consultation/Alternative Care, Elderly Waiver, Community Alternatives for Disabled Individuals, Community Alternative for Care, Traumatic Brain Injury Waiver, and Mental Retardation and Related Conditions Waiver plans and in accordance with Minn. R. 9525.1820 (Eligibility), 9525.1830 (provider of Home and Community- Based Services) and 9525.0012, Subp. 7 (Service Authorization). 3. This Agreement may be terminated with or without cause by either party upon thirty (30) days written notice. Notwithstanding any provision of this Agreement to the contrary, the County may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies or other funding source, or if its funding cannot be continued at a level sufficient to allow payment of the amounts due under this Agreement. Written notice of termination sent by the County to Contractor by facsimile is sufficient notice under the terms of this Agreement. The County is not obligated to pay for any services that are provided after written notice of termination for lack of funding. The County will not be assessed any penalty or damages if the Agreement is terminated due to lack of funding. 4. The Contractor shall maintain and upon request furnish the County with program and financial information including evaluation and performance criteria and reports which is reasonably required for effective administration of services. The Contractor shall maintain a bookkeeping system which sufficiently and properly reflects all revenue received and all direct and indirect costs incurred in the performance of this Agreement. 5. Both parties specifically acknowledge and agree to meet all applicable minimum requirements and standards expressed in Exhibit 1, .Standard Assurances.. 6. Contractor is to be and shall remain an independent contractor with respect to any and all work performed under this Agreement. It is agreed that nothing herein contained is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting Contractor as the agent, representative, or employee of the County for any purpose or in any manner whatsoever. Contractor acknowledges and agrees that Contractor is not entitled to receive any of the benefits received by County employees and is not eligible for workers' or unemployment compensation benefits under the County. Contractor also acknowledges and agrees that no withholding or deduction for state or federal income taxes, FICA, FUT A, or otherwise, will be made from the payments due Contractor and that it is Contractor's sole obligation to comply with the applicable provisions of all federal and state tax laws. 7. Each party shall be liable for its own acts to the extent provided by law and hereby agrees to indemnify, hold harmless and defend the other, its officers and employees against any and all liability, loss, costs, damages, expenses, claims or actions, including attorney's fees which the other, its officers and employees may hereafter sustain, incur or be required to pay, arising out of or by reason of any act or omission of the party, its agents, servants or employees, in the execution, performance, or failure to adequately perform its obligations pursuant to this Agreement. Hastings Trac MOA - 2005 Page 1 MOA (Rev. 04-05) Unp.dot It is understood and agreed that the County's liability shall be limited by the provisions of Minn. Stat. Ch. 466 (Tort Liability, Political Subdivisions) or other applicable Jaw. 8. In order to protect itself and to protect the County under the indemnity provisions set forth above Contractor shall, at Contractor's expense, procure and maintain policies of insurance covering the term of this Agreement, as set forth in Exhibit~, "Insurance Terms." 9. This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of Minnesota, without giving effect to the principles of conflict of laws. All proceedings related to this Agreement shall be venued in the State of Minnesota. 10. Any alterations, variations, modifications, or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing and signed by Authorized Representatives of the County and the Contractor. 11. In the event that there is a revision of Federal, State or local statutes, rules or other law, which makes performance of the Agreement or any portion thereof unlawful or impossible to perform, all parties will review the Agreement and renegotiate those items necessary to bring the Agreement into compliance with the law. Refusal to renegotiate within seven (7) days of a request, so as to bring the Agreement into compliance shall be cause for termination of this Agreement as of the date when the Agreement is out of compliance. 12. The following named persons are designated the authorized representatives of the parties for purposes of this Agreement. These persons have authority to bind the party they represent and to consent to modifications and subcontracts, except that, as to the County, the authorized representative shall have only the authority specifically or generally granted by the County Board. Notice is deemed effective upon deposit of written notice in the United States mail, postage prepaid and addressed to the party authorized to receive notice as specified below. Notification required to be provided pursuant to this Agreement shall be provided to the following named persons and addresses unless otherwise stated in this Agreement, or in a modification of this Agreement: TO COUNTY: TO CONTRACTOR: ! Name: David A. Rooney Title: Community Services Director Name: Melanie Mesko Lee Title: Assistant City Administrator Address: Address: Phone Number: 651-554-5742 Hastings TRAC 101 4t11 Street East Hastings, MN 55033 Phone Number: 651-480-2350 Dakota County Community Services 1 Mendota Rd W, Ste 500 WestSt. Paul, MN 55118-4773 13. To assist the parties in the day-to-day performance of this Agreement and to develop service, ensure compliance and provide ongoing consultation, a liaison shall be designated by Contractor and the County. The parties shall keep each other continually informed, in writing, of any change in the designated liaison. At the time of execution of this Agreement the following persons are the designated liaisons: County Liaison: Rita Mueller Contractor Liaison: Melanie Mesko Lee Phone number: 651-554-5766 Phone number: 651-480-2350 14. This Agreement is the final expression of the agreement of the parties and the complete and exclusive statement of the terms agreed upon, and shall supersede all prior negotiations, understandings or agreements. There are no representations, warranties, or stipulations, either oral or written, not herein contained. 15. Exhibit 1 through and including ~ are attached and incorporated herein by reference. Exhibit 1 - Standard Assurances Exhibit ~ -Insurance Terms Exhibit ~ - Service Descrictions Hastings Trac MOA - 2005 Page 2 MOA (Rev. 04-05) Unp.dot By signing this Agreement, the Contractor certifies that none of its owners, directors, officers or principals is closely related to any County employee who has or may appear to have any control over the award, management or evaluation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date(s) indicated below. Approved by Dakota County Board Resolution No. 05-255 COUNTY OF DAKOTA By Approved as to form: David A. Rooney Title Community Services Director Date of Signature Assistant County Attorney/Date FileNo. CONTRACTOR (I represent and warrant that I am authorized bylaw to execute this Contract and legally bind the Contractor). By Michael Werner (Please print name.) Title Mayor Date of Signature By Melanie Mesko Lee Title: Assistant City Administrator/Citv Clerk Date of Signature Hastings Trac MOA - 2005 Page 3 MOA (Rev. 04-05) Unp.dot SA1 Human Services Revised: 4/1/05 EXHIBIT 1 STANDARD ASSURANCES 1. NON-DISCRIMINATION. During the performance of this Contract, the Contractor shall not unlawfully discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, national origin, disability, sexual orientation, age, marital status or public assistance status. The Contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without unlawful discrimination because of their race, color, creed, religion, sex, national origin, disability, sexual orientation, age, marital status or public assistance status. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates, of payor other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices which set forth the provisions of this nondiscrimination clause. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without-regard to race, creed, color, religion, sex, national origin, disability, sexual orientation, age, marital status, or public assistance status. No funds received under this Contract shall be used to provide religious or sectarian training or services. The Contractor shall comply with any applicable federal or state law regarding non-discrimination. The following list includes, but is not meant to limit, laws which may be applicable: A. The Eaual Emolovment Oooortunitv Act of 1972, as amended, 42 U.S.C. ~ 2000e et seq. which prohibits , discrimination in employment because of race, color, religion, sex or national origin. B. Executive Order 11246, as amended, which is incorporated herein by reference, and prohibits discrimination by U.S. Government contractors and subcontractors because of race, color, religion, sex or national origin. C. The Rehabilitation Act of 1973, as amended, 29 U.S.C. ~ 701 et seq. and 45 C.F.R. 84.3 (J) and (K) implementing Sec. 504 of the Act which prohibits discrimination against qualified handicapped persons in the access to or participation in federally-funded services or employment. D. The Aae Discrimination in Emolovment Act of 1967, 29 U.S.C. ~ 621 et seq. as amended, and Minn. Stat. ~ 181.81, which generally prohibit discrimination because of age. E. The Eaual Pav Act of 1963, as amended, 29 U.S.C. ~ 206(d), which provides that an employer may not discriminate on the basis of sex by paying employees of different sexes differently for the same work. F. Minn. Stat. Ch. 363, as amended, which generally prohibits discrimination because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation, or age. G. Minn. Stat. & 181.59 which prohibits discrimination against any person by reason of race, creed, or color in any state or political subdivision contract for materials, supplies or construction. Violation of this section is a misdemeanor and any second or subsequent violation of these terms may be cause for forfeiture of all sums due under the Contract. H. The Workforce Investment Act of 1998, 29 U.S.C. 2801 et seq. as amended, and WIA regulations which prohibit discrimination under any program funded in whole or in part with WIA funds because of race, color, religion, sex, national origin, age, handicap or political affiliation or beliefs. Although certain restrictions apply, generally, persons cannot be denied participation in a WIA program simply because of their citizenship. I. Americans with Disabilities Act of 1990, 42 U.S.C. ~~ 12101 through 12213, 47 U.S.C. ~~ 225, 611, with regulations at 29 C.F.R. ~ 1630, which prohibits discrimination against qualified individuals on the basis of a disability in term, condition or privilege of employment. Hastings Trac MOA _ 2005 Page 4 MOA (Rev. 04-05) Unp.dot J. Title VI of the Civil Riahts Act of 1964, 42 U.S.C. 2000d. et seq. and including 45 CFR Part 80. prohibits recipients of federal financial assistance from discriminating on the basis of national origin which includes not discriminating against those persons with limited English proficiency. 2. DATA PRIVACY. For purposes of this Contract all data created, collected, received, stored. used. maintained, or disseminated by Contractor in the performance of this Contract is subject to the requirements of the Minnesota Government Data Practices Act, Minn. Stat. Chapter 13 and the Minnesota Rules implementing the Act now in force or hereafter adopted as well as the Federal laws on data privacy, and Contractor must comply with those requirements as if it were a governmental entity. The remedies in section 13.08 apply to the Contractor. Contractor does not have a duty to provide access to public data to the public if the public data are available from the governmental agency (County), except as required by the terms of this Contract. All subcontracts shall contain the same or similar data practices compliance requirements. 3. HEALTH INSURANCE PORTABILITY & ACCOUNTABILITY ACT OF 1996. The Contractor agrees to comply with the requirements of the Health Insurance Portability and Accountability Act (HIPAA) which are applicable to the Contractor's duties under this Contract. In performing its obligations under this Contract, Contractor agrees to comply with the HIPAA Privacy requirements, the HIPAA Standards for Electronic Transactions, the HIPAA security requirements, and any other applicable HIPAA laws, standards and requirements now in effect or hereinafter adopted as they become law. 4. RECORDS DISCLOSURE/RETENTION. Contractor's bonds, - records. documents, papers, accounting procedures and practices, and other evidences relevant to this Contract are subject to the examination, duplication. transcription and audit by the County, the Legislative or State Auditor, pursuant to Minn. Stat. ~ 16C.05, subd. 5 and the U.S. Department of Health and Human Services. Such evidences are also subject to review by the Comptroller General of the United States. or a duly authorized representative, if federal funds are used for any work under this Contract. The Contractor agrees to maintain such evidences for a period of six (6) years from the date services or payment were last provided or made or longer if any audit in progress requires a longer retention period. 5. WORKER HEALTH. SAFETY AND TRAINING. Contractor shall be solely responsible for the health and safety , of its employees in connection with the work performed under this Contract. Contractor shall make arrangements to ensure the health and safety of all subcontractors and other persons who may perform work in connection with this Contract. Contractor shall ensure all personnel of Contractor and subcontractors are properly trained and supervised and, when applicable, duly licensed or certified appropriate to the tasks engaged in under this Contract. Each Contractor shall comply with federal, state and local occupational safety and health standards, regulations and rules promulgated pursuant to the Occupational Health and Safety Act which are applicable to the work to be performed by Contractor. 6. APPEALS. The Contractor shall assist the County in complying with the provisions of Minn. Stat. ~ 256.045, Administrative and Judicial Review of Human Services Matters. 7. REPORTING. Contractor shall comply with the provisions of the "Child Abuse Reporting Acf', Minn. Stat. ~ 626.556. as amended, and the ''Vulnerable Adult Reporting Acf', Minn. Stat. ~ 626.557, as amended, and any rules promulgated by the Minnesota Department of Human Services, implementing such Acts. 8. MDHS THIRD-PARTY BENEFICIARY. Contractor acknowledges and agrees that the Minnesota Department of Human Services is a third-party beneficiary and as a third-party beneficiary, is an affected party under this Contract. Contractor specifically acknowledges and agrees that the Minnesota Department of Human Services has standing to and may take any appropriate administrative action or sue Contractor for any appropriate relief in law or equity, including, but not limited to, rescission. damages or specific performance of all or any part of the Contract between the County Board and Contractor. Contractor specifically acknowledges that the County Board and the Minnesota Department of Human Services are entitled to and may recover from Contractor reasonable attorneys' fees and costs and disbursements associated with any action taken under this paragraph that is successfully maintained. This provision shall not be construed to limit the rights of any party to the Contract or any other third party beneficiary, nor shall it be construed as a waiver of immunity under the Eleventh Amendment to the United States Constitution or any other waiver of immunity. (Minn. Stat. ~ 245.466, subd. 3; Minn. R. 9525.1870. subp. 2). 9. PSYCHOTHERAPISTS. Contractor has and shall continue to comply with the provisions of Minn. Stat. Ch. 148A, as amended, with regard to any currently or formerly employed psychotherapists and/or applicants for psychotherapist positions. Hastings Trac MOA - 2005 Page 5 MOA (Rev. 04-05) Unp.dot 10. PROVIDERS OF SEMI-INDEPENDENT -LIVING SKILLS (SILS). SILS providers shall send all announcements or advertisements of employment opportunities offered by the providers to the personnel department of the host county's designated RTC for persons with mental retardation or related conditions and will make reasonable efforts to comply with Minn. Stat. ~ 252.275 to hire displaced RTC workers. 11. EXCLUDED MEDICAL ASSISTANCE PROVIDERS. By signing this contract, Provider certifies that it is not excluded. 42 U.S.C. ~ 1397 et seq. (subch. XX) of the Social Security Act. 12. CONTRACTOR DEBARMENT. SUSPENSION AND RESPONSIBILITY CERTIFICATION. Federal Regulation 45 CFR 92.35 prohibits the State/Agency from purchasing goods or services with federal money from vendors who have been suspended or debarred by the federal government. Similarly, Minnesota Statutes, Section 16C.03, subd. 2 provides the Commissioner of Administration with the authority to debar and suspend vendors who seek to contract with the State/Agency. Vendors may be suspended or debarred when it is determined, through a duly authorized hearing process, that they have abused the public trust in a serious manner. By Signing This Contract, The Contractor Certifies That It And Its Principals* And Employees: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from transacting business by or with any federal, state or local governmental department or agency; and B. Have not within a three-year period preceding this Contract: 1). been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state or local) transaction or contract; 2) violated any federal or state antitrust statutes; or 3) committed embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; and C. Are not presently indicted or otherwise criminally or civilly charged by a governmental entity for: 1) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (federal, state or local) transaction; 2) violating any federal or state antitrust statutes; or 3) committing embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; and D. Are not aware of any information and possess no knowledge that any subcontractor(s) that will perform work pursuant to this Contract are in violation of any of the certifications set forth above. E. Shall immediately give written notice to the Contracting Officer should Contractor come under investigation for allegations of fraud or a criminal offense in connection with obtaining, or performing: a public (federal, state or local government) transaction; violating any federal or state antitrust statutes; or committing embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property. *"Principals" for the purposes of this certification means officers; directors; owners; partners; and persons having primary management or supervisory responsibilities within a business entity (e.g. general manger. plant manager; head of a subsidiary, division, or business segment and similar positions). ! Directions for On Line Access to Excluded Providers To ensure compliance with this regulation, identification of excluded entities and individuals can be found on the Office of Inspector General (OIG) website at httD:/loia.hhs.aov/fraud/exclusionsllistofexcluded.html. K/Exh SA 1 human services Hastings Trac MOA - 2005 Page 6 MOA (Rev. 04-05) Unp.dot EXHIBIT ~ INSURANCE TERMS Contractor agrees to provide and maintain at all times during the term of this Contract such insurance coverages as are indicated herein and to otherwise comply with the provisions that follow. Such policy(ies) of insurance shall apply to the extent of, but not as a limitation upon or in satisfaction of, the Contract indemnity provisions. The provisions of this section shall also apply to all subcontractors, Sub-subcontractors, and Independent Contractors engaged by Contractor with respect to this Contract, and Contractor shall be entirely responsible for securing the compliance of all such persons or parties with these provisions. APPLICABLE SECTIONS ARE CHECKED 181 1. Workers Comoensation. Workers' Compensation insurance in compliance with all applicable statutes including an All States or Universal Endorsement where applicable. Such policy shall include Employer's Liability coverage in an amount no less than $500,000. If Contractor is not required by Statute to carry Workers' Compensation Insurance, Contractor agrees: (1) to provide County with evidence documenting the specific provision under Minn. Stat. ~ 176.041 which excludes Contractor from the requirement of obtaining Workers' Compensation Insurance; (2) to provide prior notice to County of any change in Contractor's exemption status under Minn. Stat. ~ 176.041; and (3) to hold harmless and indemnify County from and against any and all claims and losses brought by Contractor or any subcontractor or other person claiming through Contractor for Workers' Compensation or Employers' Liability benefits for damages arising out of any injury or illness resulting from performance of wprk under this Contract. If any such change requires Contractor to obtain Workers' Compensation Insurance, Contractor agrees to promptly provide County with evidence of such insurance coverage. 181 2. General Liability. "Commercial General Liability Insurance" coverage (Insurance Services Office form title), providing coverage on an "occurrence" rather than on a "claims made" basis, which policy shall include, but not be limited to, coverage for Bodily Injury, Property Damage, Personal Injury, Contractual Liability (applying to this Contract), Independent Contractors, "XC&U" and Products-Completed Operations liability (if applicable). Such coverage may be provided under an equivalent , policy form (or forms), so long as such equivalent form (or forms) affords coverage which is at least as broad. An Insurance Services Office "Comprehensive General Liability" policy which includes a Broad Form Endorsement GL 0404 (Insurance Services Office designation) shall be considered to be an acceptable equivalent policy form. Contractor agrees to maintain at all times during the period of this Contract a total combined general liability policy limit of at least $1,000,000 per occurrence and aggregate, applying to liability for Bodily Injury, Personal Injury, and Property Damage, which total limit may be satisfied by the limit afforded under its Commercial General Liability policy, or equivalent policy, or by such policy in combination with the limits afforded by an Umbrella or Excess Liability policy (or policies); provided, that the coverage afforded under any such Umbrella or Excess Liability policy is at least as broad as that afforded by the underlying Commercial General Liability policy (or equivalent underlying policy). Such Commercial General Liability policy and Umbrella or Excess Liability policy (or policies) may provide aggregate limits for some or all of the coverages afforded thereunder, so long as such aggregate limits have not, as of the beginning of the term or at any time during the term, been reduced to less than the total required limits stated above, and further, that the Umbrella or Excess Liability policy provides coverage from the point that such aggregate limits in the underlying Commercial General Liability policy become reduced or exhausted. An Umbrella or Excess Liability policy which "drops down" to respond immediately over reduced underlying limits, or in place of exhausted underlying limits, but subject to a deductible or "retention" amount, shall be acceptable in this regard so long as such deductible or retention for each occurrence does not exceed the amount shown in the provision below. Contractor's liability insurance coverage may be subject to a deductible, "retention" or "participation" (or other similar provision) requiring the Contractor to remain responsible for a stated amount or percentage of each covered loss; provided, that such deductible, retention or participation amount shall not exceed $25,000 each occurrence. 181 Such policy(ies) shall name Dakota County, its officers, employees and agents as Additional Insureds thereunder. Hastings Trac MOA - 2005 Page 7 MOA (Rev. 04-05) Unp.dot ~ 3. profesSional Liability. professional Liability (errors and omissions) insurance with respect to its professional activities to be performed under this Contract. This amount of insurance shall be at least $1.000,000 per occurrence and aggregate (if applicable). Coverage under such policy may be subject to a deductible, not to exceed $25,000 per occurrence. Contractor agrees to maintain such insurance for at least one (1) year from Contract termination. It is understood that such Professional Liability insurance may be provided on a claims-made basis, and, in such case, that changes in insurers or insurance policy forms could result in the impairment of the liability insurance protection intended for Dakota County hereunder. Contractor therefore agrees that it will not seek or voluntarily accept any such change in its Professional Liability insurance coverage if such impairment of Dakota County's protection could result; and further. that it will exercise its rights under any "Extended Reporting Period" ("tail coverage") or similar policy option if necessary or appropriate to avoid impairment of Dakota County's protection. Contractor further agrees that it will, throughout the one (1) year period of required coverage, immediately: (a) advise Dakota County of any intended or pending change of any Professional Liability insurers or policy forms, and provide Dakota County with all pertinent information that Dakota County may reasonably request to determine compliance with this section; and (b) immediately advise Dakota County of any claims or threats of claims that might reasonably be expected to reduce the amount of such insurance remaining available for the protection of Dakota County. ~ 4. Automobile Liability. Business Automobile Liability insurance covering liability for Bodily Injury and Property Damage arising out of the ownership, use, maintenance, or operation of all owned, non-owned and hired automobiles and other motor vehicles utilized by Contractor in connection with its performance under this Contract. Such policy shall provide total liability limits for combined Bodily Injury and/or Property Damage in the amount of at least $1,000,000 per accident, which total limits may be satisfied by the limits afforded under such policy, or by such policy in combination with the limits afforded by an Umbrella or Excess Liability policy(ies); provided, that the coverage afforded under any such Umbrella or Excess Liability policy(ies) shall be at least as broad with respect to such Business Automobile Liability insurance as that afforded by the underlying policy. Unless included within the scope of Contractor's Commercial General Liability policy, such Business Automobile Liability policy shall also include coverage for motor vehicle liability assumed under contract. ~ Such policy, and, if applicable, such Umbrella or Excess Liability policy(ies), shall include Dakota County, its , officers, employees and agents as Additional Insureds thereunder. 181 5. Additional Insurance. Dakota County shall, at any time during the period of the Contract, have the right to require that Contractor secure any additional insurance, or additional feature to existing insurance, as Dakota County may reasonably require for the protection of their interests or those of the public. In such event Contractor shall proceed with due diligence to make every good faith effort to promptly comply with such additional requirement(s). ~ 6. Evidence of Insurance. Contractor shall promptly provide Dakota County with evidence that the insurance coverage required hereunder is in full force and effect prior to commencement of any work. At least ten (10) days prior to termination of any such coverage, Contractor shall provide Dakota County with evidence that such coverage will be renewed or replaced upon termination with insurance that complies with these provisions. Such evidence of insurance shall be in the form of the Dakota County Certificate of Iniurance, or in such other form as Dakota County may reasonably request, and shall contain sufficient information to anow Dakota County to determine whether there is compliance with these provisions. At the request of Dakota County, Contractor shall, in addition to providing such evidence of insurance, promptly furnish Contract Manager with a complete (and if so required, insurer-certified) copy of each insurance policy intended to provide coverage required hereunder. All such policies shall be endorsed to require that the insurer provide at least thirty (30)-day's notice to Dakota County prior to the effective date of policy cancellation, nonrenewal, or material adverse change in coverage terms. On Certificate of Insurance, Contractor's insurance agency shall certify that he/she has Error and Omissions coverage. ~ 7. Insurer: policies. All policies of insurance required under this paragraph shall be issued by financial responsible insurers licensed to do business in the State of Minnesota, and all such insurers must be acceptable to Dakota County. Such acceptance by Dakota County shall not be unreasonably withheld or delayed. An insurer with a current A.M. Best Company rating of at least A-Vll shall be conclusively deemed to be acceptable. In all other instances, Dakota County shall have fifteen (15) business days from the date of receipt of Contractor's evidence of insurance to advise Contractor in writing of any insurer that is not acceptable to Dakota County. If Dakota County does not respond in writing within such fifteen (15) day period, Contractor's insurer(s) shall be deemed to be acceptable to Dakota County. 181 8. Noncomcliance. In the event of the failure of Contractor to maintain such insurance and/or to furnish satisfactory evidence thereof as required herein, Dakota County shall have the right to purchase such insurance on behalf Hastings Trac MOA - 2005 Page 8 MOA (Rev. 04-05) Unp.dot of Contractor, which agrees to provide all necessary and appropriate information therefore and to pay the cost thereof to Dakota County immediately upon presentation of invoice. [8\ 9. Loss Information. At the request of Dakota County, Contractor shall promptly furnish loss information concerning all liability claims brought against Contractor (or any other insured under Contractor's required policies), that may affect the amount of liability insurance available for the benefit and protection of Dakota County under this section. Such loss information shall include such specifics and be in such form as Dakota County may reasonably require. 181 10. Release and Waiver. Contractor agrees to rely entirely upon its own property insurance for recovery with respect to any damage, loss or injury to the property interests of Contractor. Contractor hereby releases Dakota County, its officers, employees, agents, and others acting on their behalf, from all claims, and all liability or responsibility to Contractor, and to anyone claiming through or under Contractor, by way of subrogation or otherwise, for any loss of or damage to Contractor's business or property caused by fire or other peril or event, even if such fire or other peril or event was caused in whole or in part by the negligence or other act or omission of Dakota County or other party who is to be released by the terms hereof, or by anyone for whom such party may be responsible. Contractor agrees to effect such revision of any property insurance policy as may be necessary in order to permit the release and waiver of subrogation agreed to herein. Contractor shall, upon the request of Dakota County, promptly provide a Certificate of Insurance, or other form of evidence as may be reasonably requested by Dakota County, evidencing that the full waiver of subrogation privilege contemplated by this provision is present; and/or, if so requested by Dakota County, Contractor shall provide a full and complete copy of the pertinent property insurance policy(ies). Insure CS (Rev. 8/13/03) Hastings Trac MOA - 2005 Page 9 MOA (Rev. 04-05) Unp.dot EXHIBIT 3 SERVICE DESCRIPTIONS CONTRACTOR RESPONSIBILITIES Contractor agrees to provide services as set forth below. Contractor agrees to comply with all policies and meet all applicable requirements and standards of the Home and Community Based Waiver programs in accordance with all written documents, memoranda and policies as required by the Minnesota Department of Human Services: (httD:/Iwww.dhs.state.mn.us/main/aroups/business partners/documents/Dub/DHS id 000094.hcsp) and the Minnesota Department of Health: (httc:/Iwww.health.state.mn.us/divs/fcclcrofinfo/licensure.html). o Adult Day Care o Adult Day Care Bath o Assisted Living Services o Assisted Living Plus Services o Behavior Analyst o Behavior Professional o Behavior Specialist o Behavior Aide o Caregiver Training and Education o Chore Services o Companion Services o Cognitive Rehabilitative Therapy o Crisis-Respite Services o Day Training and Habilitation o DO Screening/Assessment o Family Counseling and Training , 0 Foster Care o Home Delivered Meals o Home Health Services o Homemaker Services o Independent Living Skills o In Home Family Support o Live in Personal Care Giver Expenses o Modifications and Adaptations o Nutrition Service o Personal Care o Prevocational Services o Respite o Semi-Independent Living Services o Specialist Services o Structured Day Programming o Supplies and Equipment o Supported Employment Services o Supported Living Services 181 Transportation o Other: as authorized in writina. to the Contractor. bv the County Contract Manaaer. and incorcorated herein bv reference. Hastings Trac MOA - 2005 Page 10 MOA (Rev. 04-05) Unp.dot Hastings Trac MOA - 2005 Page 11 MOA (Rev. 04-05) Unp.dot r':':-' .." - -~,p' .- ~, .~.- .". ". , ...,.,~ _. .~' ~-.4 :. (~V! (;1 ~'ft'(~~/~ fl X~[.~jKi. j , ~.;..... _~ "-'-A~""~""""-"- ~_..>------~~ . ~ ---<- ~ - . ~-'" ~..~- ---'''' -- ..,., VI-3 To: From: Date: Re: Mayor Werner and City Council members Melanie Mesko Lee, Assistant City Administrator June 29,2005 Liquor License Amendment for August 19 & 20, 2005 for The Bar Reauested Action Approve the attached resolution approving a request to amend the liquor license of The Bar for August 19 & 20, 2005 contingent upon all requirements being met. " Backaround - Attached is a request from the manager of The Bar (2101 Vermillion Street) for an amendment to their liquor licenses and to allow for a tent on August 19 & 20, 2005 with live music. The amendment is to allow the sale of liquor in a temporary site (in this case a tent), on the same property adjacent to the permanent structure. Access to the tent will be through the building of The Bar or through a secured, staffed entry outside of the building. No alcohol will be allowed outside of either the permanent or temporary site. A drawing of the site as well as Proof of Insurance from his insurance 'agent for the temporary liquor sales has been provided, and both the Police Chief and Fire Marshal have reviewed and provided comments. The applicant has been informed that the City responds to noise complaints on a complaint basis and that the police will respond if noise complaints are made. They have also been encouraged to notify neighboring properties of this request. The applicant still needs to remit the $10.00 City fee for this request. . . Attached is a copy of the proposed layout. CITY OF HASTINGS DAKOTA COUNTY,' MINNESOTA RESOLUTION NO. 05- -05 RESOLUTION APPROVING LIQUOR LICENSE AMENDMENT FOR THE BAR WHEREAS, The Bar has presented application to the City of Hastings to amend the liquor license to allow for a tent at The Bar on August 19 & 20,2005; and WHEREAS, a written request has been submitted; and WHEREAS, The Bar has presented the City with a site plan as well as Proof of Insurance of the temporary liquor sales and will work with the City's Fire and Police Departments for final approval - NOW, THEREFORE, BE. IT RESOLVED by the City Council of the City of Hastings that the Mayor and Assistant City Administrator/City Clerk are authorized and directed to sign this resolution amending the liquor license to allow a tent at The Bar on August 19 & 20, 2005, contingent upon all requirements being met and all fees being paid. ADOPTED BY THE CITY COUNCIL OF THE CITY OF HASTINGS THIS 5th A Y OF JULY 2005. 4 . Ayes: Nays: Absent: Michael D. Werner, Mayor Melanie Mesko Lee, Assistant City Administrator/City Clerk (SEAL) RtCEIV JON J $ ED ;oos Hastings City CmIDcil, ! This is a request for an outdoor enclosed entertainment and social event at The Bar, 2101 Venni1lion Street here in Hastings. This event would take place the weekend of August 19th & 20th of2005. Out plan is to have live music both evenings ftom 9:00 pm to 2:00 am closing. For this event we will be enclosing an area with a temporary fence in the parking lot, attaching it to the bar and b~ck patio. We will be using a series of ground pounders and 5 foot high snow fence around the area and incorporating a beer truck and trailer. Between these two areas we will. have room for the band to set up and have room for seating as well as dancing. I have enclosed a drawing to give a better understanding of the setup. On our map we have tentatively set it up that the front and back entrances of The Bar will be used for our ill check points for getting in to the event. We will work with the council to set this up to meet the needs of all involved. We will be enlisting the help of all employees and hiring extra security to watch entrances and ill all individuals that wish to enter. We plan to either use wrist bands or hand stamps at the entrances so that there is no question as to the age of our customers. I have also enclosed a copy of our liability insurance for both building and parking area. If any of our plans do not meet the needs of the council we will take the necessary action to ensure that we do meet your needs. Thank you for taking the time to look over our proposal. Sincerely, ger The Bar -:-+ "o>j- 95- ~.(J/{;(ClfI- J \-- ~ i:, " (\ 'j ';.lL Cl. \,) (--"""~' 1 .~ ~ ~: '--~~--'1 ~ <~-- .\J-.. r-' -~.~ (,~., '-'-I ~ -, ~ ~ t==: <} ~ 'ro. ~{A l't- '~ J \04 --.. ~ --J (~..) #...... (-.... ; -~ ~ (\., '~:' '>- ~ ~ ~ ) \ U1 ~ ~ 15 -J () ~ ~ -- J ~ ~~ :~ :?~ - \ ....~ "j fa 1 '.~" D~ '~ -L:~-~; , ~-~ ..-.j_", \o-......,'.~\ ",'j r:::-> -U )' :c" .".:(\ . V)~ ~'\2_:~~i, '. ~I .'=-.._ _._~......_.-J."". ..,... --1 I ~ -\-" ~ ~ -b , ~ 00; ~ .1 "J I ~r <..1 {:- i ~\ r-- I -:<, ,"\ ,,'., <3 U , c:....::::. ~.~.~ - ~ - L---' '=-' r':;; \- '2:\ \-'. ~. i ~-~ ~ '.' ~~'0 ~r, ~ . \:\); ~ .; ~ ...:-.. ~o :~8~ ;J1~(J- ,CO " k gj "'2 "3 , .J...- \ i , ,. i i Q ~ ~VS IQ ...._...~--~.~ ~ ~~t \U , $: r.1~ tL ~ ~ \"'7 F'~:r~~- ,J ~ 2~< ( " ~i- ._":.:! \.\~! J I -< I <~, ! c\! I'i'~ \.- ~ ~-4 \, i( .$ \~~~ W ~' ",," c.'~ ,-'v' \ '...... \ \ . -:----'-1 \U ~ . t ; -p. -'~1 ~ I _._____"'.:........1.,_________....__ I ___ _____--1 ji'(~._, I ~..' (:' I' ),.,.ll;..., , . "'-'" : .,,' ,>n/f { / Ui t,../ ~./ I /.'" . .,. i ~'_"n~.____...., .~_ _ ,".._ _. '_'~~""_&~ .#_____.~u. _ ----J. i\ . ! ..-Ocfrw,ff ,-Adll.t'Y/fl. [ VI-4 To: From: Date: Re: Mayor Werner and City Councilmembers Melanie Mesko Lee, Assistant City Administrator June 29, 2005 Engineering Services Agreement Reauested Action Approve the rates and services provided for engineering consulting services by EG Services. Backaround The Engineering Department has undergone several staff changes in the last several months and is recommending that the City enter into a contract for services with the company of former City Engineer Dave Gurney to provide assistance during the 2005 construction year to ensure as much continuity in service as possible. The City Attorney has reviewed the attached rates and services and recommends approval. If you have any questions, please let me know. June 12, 2005 Nick Egger Hastings City Engineer 101 4th Street East Hastings, MN 55033 Dear Mr. Egger: As per our discussion, I am sending you a letter outlining the arrangement agreed upon between Tom Montgomery and myself regarding my working for the City of Hastings asa consultant following my retirement as City Engineer. Tom had requested that I would manage reconstruction projects while training in the new Engineering Supervisor. We agreed that I would act as lead inspector and project manager as well as be available for general consulting, as directed by the City Engineer, at a rate of $80 per hour. If you have any questions or comments with regards to this matter, please feel free to call me at 651-248-3399. Sincerely, 0~.~ David Gurne; P.E/ I MEMORANDUM I VI-5 To: From: Date: Re: Mayor Werner and City Councilmembers Melanie Mesko Lee, Assistant City Administrator/City Clerk June 29, 2005 Cancel 2005/2006 Liquor License at Mangia Roma (1223 Vermillion Street) Council Action Reauested: Approve the cancellation of the 2005/2006 liquor license at Mangia Rom, 1223 Vermillion Street, and approve a refund of the 2005/2006 liquor license fees paid. Backaround: The City has received notice from the owner of Mangia Roma, Angelo Volpicelli, that the restaurant has closed for business, effective June 25, 2005. The applicant had submitted all required paperwork and fees for the 2005/2006 liquor license renewal year. Staff recommends approval of canceling the liquor license per Mr. Volpicelli's request and issuing a refund for the 2005/2006 license fees paid. ! If you have any questions, please let me know. CITY OF HASTINGS DAKOTA COUNTY, MINNESOTA RESOLUTION NO. 11- -04 RESOLUTION APPROVING APPLICATION FOR TRANSFER OF LIQUOR LICENSE AT TRATTORIA DaVINCI WHEREAS, Angelo Volpicelli, current co-licensee of a liquor license at Trattoria daVinci, 1223 Vermillion Street, has made application to the City of Hastings to transfer the liquor license from Italian Fare, Inc (d/b/a Trattori daVinci) to a strong beer/wine license to MangiaRoma, Inc. (d/b/a Mangia Roma); and WHEREAS, all necessary paperwork has been received. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Hastings that the Mayor and Administrative Assistant/City Clerk are authorized and directed to sign this resolution transferring the liquor license at 1223 Vermillion Street from Italian Fare, Inc. to Mangia Roma, Inc., and to transfer liquor license to a strong bee/wine license. ADOPTED BY THE CITY COUNCIL OF THE CITY OF HASTINGS THIS 1st DAY OF NOVEMBER, 2004. Ayes: Nays: Absent: Michael D. Werner, Mayor Melanie Mesko Lee, Administrative Assistant/City Clerk (SEAL) Memorandum To: Mayor Werner and City Councilmembers VI-6 From: Melanie Mesko Lee, Assistant City Administrator Date: 6/29/2005 Re: Approval of Fire Department Clerical Position Job Descriptions Council Action Reauested: Approve the attached job descriptions. Backaround: The City Council approved Fire SecretarylDispatcher Laura Hoff's retirement, effective September 30, 2005. Staff has been evaluating the Fire Department's clerical staffing needs, and is recommending the approval of two revised job descriptions, which are attached. A position points and salary recommendation will be brought forWard at the July 18 City Council meeting. If you have any questions, please let me know. CITY OF HASTINGS POSITION DESCRIPTION Position Title: Department: Reports To: Exempt: Normal Shift: Approved by City Council: Fire Services Office Manager Fire Fire Chief No 8:00 AM-4:30 PM Summary: This is a non-union, non-exempt, full-time po . clerical support, emergency services disp assistance to the public both verbally a responsible for competently handling privacy issues, and providing compass position will provide day-to-day direction a personnel. Essential Duties & Res on Clerical Duties 1. s well as provide e clerical personnel, of work a nments, and including h City and departmental policies and plies inventory, and miscellaneous t limited to transcription of memos, , and assist with evaluation of staff Participate in disciplinary matters as for enance of office equipment; arranging for repair, utine tenance, trouble-shooting, and training. Assist budgetary projections and recommendations for office his does not include equipment under the control and f the City I.T. Department. 4. eral office equipment; i.e. copier, personal computer, fax o-way radio, other equipment as necessary. 5. Coor ate the completion of required clerical duties and any special projects using statistical analysis, formatting and composition of reports and documents. 6. Provide oversight of the preparation and maintenance of all departmental records to include, but not limited to: state and federal reports, ambulance and fire bills for service, daily activity reports, and staff availability rosters. City of Hastings Fire Services Office Manager Job Description . Page 2 of 4 June,2005 7. This position is designated as the department's privacy officer as mandated by Federal and State Laws. As such, responsible for supervising the accuracy, integrity, security and control of data for department records, to ensure compliance with State of Minnesota and City of Hastings records retention schedules. Coordinates retention and destruction of confidential reports and data. 8. Organize completion of required data entry and document preparation in compliance with Federal, State, and County agencies and regulations. 9. Function as the department's notary public. Other Duties 1. Handle routine complaints from the public b and considerate manner. 2. Coordinate preparation of Fire/EMS bi coding, public contact and complete accu 3. Act as department liaison with City Finance personnel information necessa r compensa personnel. 4. Assist in coordination of mu relationships among various dep 5. Assist the Fire Chief' reparation 6. Regular attendan . ed. 7. Performs other d or a aff compliance with nd resource updates and Dispatching Duties 1. Provide emergency Fire and EMS dispatching, while ens service expectations, records preparation, and mainte availability. to ensure effective working and in writing, using proper business 2. 3. 4. Ii\ e and monitor the work other departmental clerical staff. 5. Abill ents of legal and general correspondence with a high degree of accura supervisor and legal counsel as needed. 6. Good wo ge of personal computers and popular software applications, such as, but not II Word, Excel, and Access. 7. Good working owledge of or ability to use and understand proprietary medical and fire software applications used by the department. 8. Ability to learn new computer applications and office equipment as needed. 9. Ability to address public concerns regarding billing and payment in a caring manner and assist in a resolution in compliance with departmental procedures. 10. Ability and willingness to work non-scheduled hours due to emergency calls, when necessary . 11. Ability to communicate effectively in person and while using radios and telephones. City of Hastings Fire Services Office Manager Job Description Page 3 of 4 June,2005 12. Ability to effectively multitask and work in an environment consisting of dispatch and administrative functions occurring simultaneously. Criteria to Qualifv for this position: 1. High School diploma or equivalent. 2. Four (4) years experience in a similar environment. 3. Notary Public license or ability to obtain license within 6 months of appointment. 4. Demonstrated proficiency with the use of personal computers and software applications used by this department. 5. Strong statistical and mathematical skills. 6. Proficiency in document and records preparation. 7. Familiarity with multi-line telephone systems and othe 8. Ability to consistently respond within a reasonable . needed. 9. Valid drivers license with Minnesota driving p . Desired Qualifications: 1. Post-secondary education in related kno 2. Strong working knowledge of software app billing, statistical reporting, and generating da 3. Previous emergency dispatch 'ence. abilities. y the department or EMS parisons. . mental and applicable City ce with such policies and . rvice, excellence, and integrity expected from . tionships with co-workers, including willing n be performed with confidence as quickly . immediate supervisor informed of all important matters which ions and responsibilities. a professional manner to the general public and outside conduct public speaking engagements. . Ph sical The physical employee to accommodations functions. ed here are representative of those that must be met by an perform the essential functions of this job. Reasonable ade to enable individuals with disabilities to perform the essential While performing the duties of this job, the employee is regularly required to sit, talk and/or hear, stand, walk, use hands to type, finger, handle or operate objects, tools or equipment; reach with hands and arms; climb or balance; stoop, kneel, crouch or crawl. Good hand-eye coordination is necessary to operate computers and various pieces of office equipment. While performing the duties of this position, the employee is occasionally required to lift up to 20 pounds and/or move up to 40 pounds. City of Hastings Fire Services Office Manager Job Description Page 4 of 4 June, 2005 Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception, and the ability to adjust focus. WORK ENVIRONMENT: The work environment characteristics described her are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. Work is performed primarily in a temperature controlled office setting. The noise level in the work environment is usually quiet in office settings, and may occas' lIy be loud. There may be periods of high activity and stress, where multi-tasking at a fas may be required. 2005 Point Value: 2005 Compensation Stru Suoervision of Others: This position is responsible for general oversight of other fi Employee Initials: supervisorl Dept. Head Initials: AAlCC/CA initials: ot exclude them from the position if the position. The job description does not ent be mployer and member and is subject to eeds of the em oyer and requirements of the job change. CITY OF HASTINGS POSITION DESCRIPTION Position Title: Department: Reports To: Exempt: Normal Shift: Approved by City Council: Fire Services Support Staff Fire Fire Chief No 8:00 AM-4:30 PM Summarv: This is a non-union, non-exempt, full-time position responsible for providing clerical support, emergency services dispatcbing, and polite and tactful assistance to the public both verbally and in writing. This position is also responsible for competently handling public funds, complying with data privacy issues, and providing compassionate service to the public. Essential Duties & ResDonsibilities: Clerical Duties 1. Perform general clerical duties and responsibilities, including but not limited to compliance with City and departmental policies and procedures and other miscellaneous administrative tasks; including but not limited to transcription of memos, invoice preparation, etc. 2. Operate general office equipment; i.e. copier, personal computer, fax machine, two-way radio, other equipment as necessary. 3. Assist with the completion of required clerical duties and any special projects. 4. Assist with the preparation of all departmental records to include, but not limited to: state and federal reports, ambulance and fIre bills for service, daily activity reports, and staff availability rosters. 5. Assist with the compliance with State of Minnesota and City of Hastings records retention schedules, including retention and destruction of confIdential reports and data. 6. Assist with completion of required data entry and document preparation in compliance with Federal, State, and County agencies and regulations. 7. Licensed as a notary public. Dispatching Duties 1. Provide emergency Fire and EMS dispatching, while complying with departmental service expectations, records preparation, and maintenance and resource updates and availability. City of Hastings Fire Services Support Staff Job Description Page 2 of 4 June, 2005 Other Duties 1. Handle routine complaints from the public both over the phone and in-person in a tactful and considerate manner. 2. Assist with preparation of Fire/EMS billing and accounts receivable, to include proper coding, public contact and complete accuracy in recording. 3. Assist in coordination of multi-departmental activities to ensure effective working relationships among various departments. 4. Regular attendance is required. 5. Perfonns other tasks as assigned or as apparent. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Criteria sition: 1. Hi equivalent. 2. Two ( e in a similar environment. 3. Notary P or ability to obtain license within 6 months of appointment. 4. Demonstrate ciency with the use of personal computers and software applications used by this de ent. 5. Strong statistical and mathematical skills. 6. Proficiency in document and records preparation. 7. Familiarity with multi-line telephone systems and other office equipment. 8. Ability to consistently respond within a reasonable timeframe to the City Fire Station as needed. 9. Valid drivers license with Minnesota driving privileges. City oCRastings Fire Services Support StatT Job Description Page 3 of 4 June,20OS Desired Qualifications: 1. Post-secondary education in related knowledge, skills, and abilities. 2. Strong working knowledge of software applications used by the. department for EMS billing, statistical reporting, and generating data for comparisons. 3. Previous emergency dispatch experience. ComDetencies Common to All Citv Positions: . Develop and maintain a thorough working knowledge of all departmental and applicable City policies and procedures in order to help facilitate complian with such policies and procedures by personnel. . Demonstration, by personal example, of the service, excell all staff. . Develop respectful and cooperative working relations assistance to newer staff so job responsibilities c as possible. . Confer regularly with and keep immediate which pertain to the applicable job functions . Represent the City of Hastings in a professio contacts and constituencies. Able to conduct publ While performing hear, stand, walk, with hands and coordination i kers~ including willing nfidence as quickly Physical Demands: The physical demands described here are successfully perform the essential junctions enable individuals with disa . erform t ust be met by an employee to mmodations may be made to loyee is regularly required to sit, talk and/or or operate objects, tools or equipment; reach eel, crouch or crawl. Good hand-eye . ous pieces of office equipment. d by . s job include close vision, distance vision, color vision, on, and the ability to adjust focus. WORK ENVIR The work environme teristics described her are representative of those an employee encounters while performing the es tial functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential junctions. Work is performed primarily in a temperature controlled office setting. The noise level in the work environment is usually quiet in office settings, and may occasionally be loud. There may be periods of high activity and stress, where multi-tasking at a fast pace may be required. SUDervision of Others: This position is not responsible for any oversight of other staff. City of Hastings Fire Services Support Starr Job Description Page 4 of4 June, 2005 Employee Initials: Date: Supervisor/ Dept. Head Initials: Date: AAlCC/CA initials: Date: 2005 Point Value: 2005 Compensation Structure: The omission of specific statements of duties does not similar, related, or a logical assignment to the positi employment agreement between the employer and m the needs of the employer and requirements of the job c VI-7 HASTINGS POLICE DEPARTMENT MEMO FROM: DATE: SUBJECT: Mayor Mike Werner Hastings City Council Members Chief Mike McMenomy Lt. Kegley f\~ IL June 29, 20051 Consent Agenda Item - Declaration of Excess Property TO: The purpose of this memo is to request that the Council and Mayor declare three used police cars as excess property. Vehicles one and two are used patrol units. The third vehicle is a vehicle that was acquired through a forfeiture after a pursuit, and has been used by our drug task force officers for some time. The three vehicles are listed as follows. Year Make Model VIN Mileaae #1 2000 Ford Crown Victoria 2FAFP71 WXYX176039 95,170 #2 2001 Ford Crown Victoria 2FAFP71W51X144797 87,910 #3 1990 Buick LeSabre 1 G4HR54C5LH404360 103,209 As with previous vehicles these vehicles will be put up for sale using the sealed bid process. We are also requesting that the money from the sale of these vehicles be allocated back to the police department vehicle fund to be used to purchase a replacement vehicle for the drug task force officers, or be used to upgrade emergency equipment as we were able to do from the money of last year's sale. If you have any questions concerning this consent agenda memo please do not hesitate to contact me. Thank you. JMKlmjc MEMO VI-8 To: From: Date: Re: Honorable Mayor and City Council Tom Montgomery June 29, 2005 Well #1 Abandonment - Permit removal of interior piping for scrap Council approved the abandonment of Well #1 at the May 2nd Council meeting. Prior to demolition of the well pumphouse, the interior piping must be removed. Enclosed is a letter from Rob Alberson offering to disassemble and remove all the interior piping and the exterior gas tank. at no charge as long as he can scrap the removed material. The interior piping and the exterior gas tank. cannot be reused. Council is requested to authorize Mr. Alberson to remove and scrap the interior piping. ern' OF 1IIt.STIN6S ,,-..,, ..................._._...'.. h.......... '~m... _............... .._.._._,'." ~......__~"_h_"'''''''''''_''''''''''_''___~~'_''"'''~ .",-, .,....,'A....M<<'.._,__.m..,~,.......N.'." , ~ ~ 19i~ . u.-1f:--'''~~;~~-==:..---- ......".._.._._..........._...._....__,.,...~.,....~...................,..._,___~........~_...._..m_.'.~.,,~.'.~~....-_ .W...___~~_ . ~.~~-:~~ ~-~:bJb.~ ' ._~)~~~-_._. --,~., -. ."'..,'"~-~~~ ~.. ' . ~ " . ~ ,~ .w..,_ '."""""". -_.'_....b~.""tI" '. "'-'N '. .,-'.-------- -..........-- ~.-~-q,.-"',h i3.,_"_l!tJb:~~~~:f!::P::~/,,_"_,__ , , , ~__,___..w._,.,.",.__,_,___,..,."_"',...""..,q,,..,,""~,_1,2. .-...2."30 ' <:; <?r~ , fP.. ...".. ._...........A.. "...,..... .."._..-:~...........,....~J!!."...Q."...~"_..,.........._....,,................................., . ____..____..,-..___.._"._.__...._._._.__.._..._____._._.."._.._~._. I ~2 Ll 2. Z I D z/:i"' ,__,_"_"",,Cll.._ .'M .,_-:""_=.I,,:~__ .,_,:::....__,,_~,__"'__,_,,_'''' ___.~_~.u~~ . _____...__...........____~....."'w.."___~~,,,..'^.~w.._.,..~ _._.~.,---_.",._._-----_......y...,- __...._,.._.....,... .......,..W_~.. ,.__.._~........_......~~......V.........~.__...__............~...._......,.. .........."..................... ...................................... .................~,......~........................._~............................._.....-.....-...- ..............-....-..-.........-.... --_...._~........_.._..._."..._....._..,...."'..._"""""---- -,-,.._-- ~ ,,- .,- ....._._~._--- ,__..__v_.............,.. _ -^_.~ _.............._~..~_=N_'..".'..._..~..c,....,y...._v,.Wc....N,,__...~__~~~.",'~~_ -.--...-.,,, --_.~....... .,",~ ---- _.__._._._....._.._~....- .-....;......-..-...--.. _._...._.._---_._--_.._...............~..-,...... ..__._^~~ VI-9 MEMO To: From: Date: Re: Honorable Mayor and City Council Tom Montgomery June 30, 2005 Resplution - Accepting Feasibility Study and Ordering Public Hearing Enclosed for Council approval is a resolution accepting the Feasibility Study for the proposed South Frontage Road reconstruction and ordering a Public Hearing on the project for the July 18th Council meeting. The Feasibility Study will be handed out at the July 5th Council meeting. A neighborhood meeting was held for the 21 property" owners abutting the proj ect on June 22nd. . The proposed project will consist of reconstructing the South Frontage Road between Westview Drive and Pleasant Drive, and also from Bahls Drive to a point 600 feet east ofLyn Way. The existing curb and gutter will be left in place, except for minor repair sections. Some nighttime construction will be required for the west section (between Westview and Pleasant Drives) during milling, excavation, and paving of the fmallift of bituminous surfacing. The street will be partially closed during these construction activities, but access to all open businesses will be maintained. Upon completion of the final paving, this section of street will be striped to a three lane design, with the center lane a continuous left turn lane. One the east half of the project (between Bahls Drive and Lyn Way), the road will be temporarily converted to east bound one way traffic to allow construction to occur on half the road at a time. Access to businesses will remain open during business hours. At this time, no night work is anticipated on the east half of this project. Three property owners attended: Don Bettis, owner of the Auto Doctor and Wonder Wash properties; Greg Stotko, owner and developer of the vacant lot south of Wendy's; and Jim Poepl, representing Vermillion State Bank. Mr. Bettis was concerned about the impact of construction of his car wash business, and maintaining access to the site. He also had questions as to how his proposed assessment was calculated. Mr. Stotko had questions about the timing of the project and whether the City would be replacing the broken walk in front of his lot. The project will include some concrete curb and sidewalk replacement, but only those sections of walk that pose a trip hazard. Mr. Poepl was concerned about confusing motorists with the proposed east bound one-way during construction on the east portion of the project. During construction, traffic control signs will be posted at the Hwy 55 and South Frontage Road intersection warning motorists that access to Lyn Way is closed. O:\CityDocuments\City Council\Agenda Items\200S\07-0S-200S\Consent\200S-3 & Memo.doc ern" OF HI&STIN6S \ -:...J \11117 " " I, . r.- : .i: · .' -' '~m' ..~_. ;'ItI''''''~~'.-' i('-'--' : ; \~ ~~ r-' ~ L. ~ ~,'- - ProJect 2005-3, South Frontage Road Improvements 300 0 300 600 Feet ~ N + . -- O:\CityDocuments\City Council\Agenda Items\2005\07-05-2005\Consent\2005-3 Accept Feas & Order Hearing Res & Memo.doc CITY OF HASTINGS Dakota County, Minnesota Resolution No. RESOLUTION RECEIVING REpORTS AND CALLING HEARING ON PROJECT 2005-3, SOUTH FRONTAGE ROAD STREET IMPROVEMENTS WHEREAS, pursuant to resolution of the City Council dated March 7, 2005, a report has been prepared by the Engineering Department with reference to "Project 2005-3, South Frontage Road Street Improvements" covering the proposed reconstruction of the South Frontage Road between Pleasant Drive and Westview Drive, and from Bahls drive to 600 feet east ofLyn Way; and said report was received by the City Council of Hastings, Minnesota. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HASTINGS AS FOLLOWS; that 1. The City Council will consider the improvements in accordance with the report and assess the abutting property, and assess benefits for all or a portion of the cost of the improvements pursuant to Chapter 429 of the Minnesota Statutes at an estimated cost of the improvements of $902,432.52. 2. A public hearing will be held on such improvements at 7:00 PM, Monday, July 18,2005 at City Hall at 101 E. 4th Street, and the City Clerk shall give mailed and published notice of such hearing and improvements as required by law. ADOPTED BY THE CITY COUNCIL OF HASTINGS, MINNESOTA, TIDS 5m DAY OF JULY, 2005. Ayes: Nays: Michael D. Werner, Mayor ATTEST: Melanie Mesko Lee, City Clerk SEAL O:\CityDocuments\City Council\Agenda Items\2005\07-05-2005\Consent\2005-3 Accept Feas & Order Hearing Res & Memo.doc VI-tO AGREEMENT FOR HASTINGS RIVERTOWN DAYS THIS AGREEMENT made this 5th day of July 2005, by and between the City of Hastings, Minnesota, and the Hastings Area Chamber of Commerce. WHEREAS, the Hastings Area Chamber of Commerce (Chamber) has scheduled a community festival for Hastings entitled Rivertown Days, which is to be held on July 14 through July 17, 2005; and WHEREAS, in the past the City of Hastings (City) has cooperated with the Chamber in its production of Rivertown Days by providing some assistance; and WHEREAS, both parties wish to put in writing the agreement which has been made between the parties. NOW THEREFORE, it is agreed by both parties as follows: I. CONCESSION FEES The fees for Rivertown Days participants to the Chamber are: EXHIBIT FOOD Civic/Church/Homebased $100 $175 Commercial Hastings Chamber Members $100 $230 Non-Member $200 $330 Arts & Crafts Fair Booth $70 n. SHUTTLE BUS Contact person: Pat Regan, Hastings Bus Company, 437-1888, or Marcia Rash, Wells Fargo Bank, 437- 4715. Hastings Bus Company will provide one bus to operate on a limited basis Saturday and Sunday. The shuttle will transport people from Pioneer Park to the LeDuc Historic Estate, Middle School, Tennis Courts, Downtown area and Jaycee Park. On Sunday, the route will include Con Agra Park. If demand is sufficient, the Chamber will provide an additional bus for shuttle purposes. Shuttle bus hours will be from 10 a.m. to 6 p.m. on Saturday, July 16th and 12 - 3 p.m. on Sunday, July 17th. m. BUTTON SALES The Chamber will be selling Rivertown Days Buttons for $2 each. Buttons will be required for admission to the Lake Rebecca and Jaycee Park areas. Proceeds from button sales are used to pay for the fireworks display. N. PICNIC TABLES The City will provide an adequate number of picnic tables to be determined by the City and the Rivertown Days Committee at Jaycee, Con Agra and Pioneer Parks and at the High School and Roadside Park tennis courts. Rivertown Days Committee will coordinate with Parks Department personnel. V. INSURANCE A. Certificates of Insurance The Chamber will obtain and present to the City prior to Rivertown Days certificates of insurance ITom each of the following: Lwnberjack Show, pyrotechnician, carnival operator, and High Action Bikes and any others the City deems necessary. Waivers of liability will be secured ITom all sports participants. Each certificate of insurance shall name the City of Hastings, the Hastings Area Chamber of Commerce, and the Rivertown Days Committee as Additional Insureds at no additional cost to the City of Hastings. B. Hold Harmless Agreement The Chamber agrees to indemnify the City and hold it harmless ITom any and all claims, demands, lawsuits, or liability for such loss or damage, injury, death, and costs and expenses incident thereto arising out of all Chamber activities connected with Rivertown Days. Prior to Rivertown Days, the City shall be furnished with an endorsement naming the City as an additional insured on the Chamber's policy. The Chamber's insurance policy shall not be canceled or its conditions altered in any manner without ten days prior written notice to the City Administrator of Hastings. VI. ELECTRICITY The City will give the rights for use of all electrical outlets in Jaycee, Lake Rebecca and Pioneer Parks. City will not charge the Chamber for use of said electricity. City will check all streetlights along the Lock and Dam Road to verify that the lights are in working order. VII. WATER The City will allow vendors access to all fire hydrants along the Lock and Dam Road and near the Pioneer Park shelter. City will have connections available on Jaycee Park hydrants by July 12, 2005 and in Pioneer Park by July 15, 2005. The City will provide a water truck to fill the Lwnberjack tank on Saturday. 11 Vll.N.ITSCELLANEODS A. In addition to the foregoing, the City of Hastings agrees to the following: 1. The City will provide in kind services of the Parks, Streets, Police and Fire Departments. 2. The City will provide trash and litter pickup before, during and after the festival, which will be coordinated with Waste Management - Hastings (This service donated by Waste Management - Hastings). The Parks Department will coordinate daily clean up. 3. Two Parks Department employees will be on duty on Saturday and Sunday, July 16th and 17th from 7 a.m. to 5 p.m. 4. The City will provide barricades where appropriate. 5. The City will erect "No Parking" and "Handicapped Parking" signs where needed. 6. Ambulance service will be provided for miscellaneous events, most importantly the Fireworks Display on Saturday, July 16, 2005. 7. The Streets or Parks Department will mark/rope the appropriate grass areas adjacent to Lock and Dam Road for public parking. 8. The Streets or Parks Department will mow the fonner tank farm area to accommodate parking. 9. The Parks Department will contact Mosquito Control and arrange spraying in the Jaycee and Lake Rebecca Park areas the week of July 11 tho - 10. The City will provide adequate police protection during the festival. 11. The City will provide extra garbage barrels at Pioneer, Jaycee and Con Agra Parks and provide pickup Saturday afternoon. 12. The City will erect several temporary signs no larger than 4' X 8' (furnished by the Chamber) approximately 3-6 weeks before the event and take them down after the festival. 13. All vendors must obtain a concessions pennit from the Rivertown Days Committee, in cooperation with the City of Hastings. Police will assist with removal of vendors without pennits. 14. Provide the Chamber President with a list of cell phone numbers to reach Parks, Police, Fire and Streets Department staff. List will remain confidential. B. In addition to the foregoing, the Chamber agrees to the following: 1. The Chamber will work with the Police Department to arrange for adequate traffic and crowd control at each scheduled Rivertown Days event. 2. The Chamber will provide the City with a list of contact persons with phone numbers who are responsible for the various areas and events. 3. The Chamber will secure all necessary City pennits and licenses required by Hastings City Ordinances for any and all activities during Rivertown Days. 4. The Chamber will provide a schedule of events for Rivertown Days (see attached). 5. The Chamber will arrange for all portable toilets at sanctioned Rivertown Days events where they deem necessary. 6. The Chamber will provide and pay for all off-duty police reserve officers, who shall be in unifonn during the festival, where the Rivertown Days Committee deems necessary. 7. The Chamber will provide and pay for all Explorer Scout services during the festival. 8. The Chamber will coordinate all waste containers and recycling with Waste Management-Hastings. 111 VIII. SCHEDULE OF EVENTS A.) A complete schedule of events is included with this agreement. IN WITNESS WHEREOF, the City of Hastings and the Hastings Area Chamber of Commerce has caused this Agreement to be executed by its Mayor and City Clerk and Chair of the Board and President, respectively, each acting with full authority to bind each party to this agreement. CITY OF HASTINGS By Mike Werner, Mayor By Melanie Mesko Lee, City Clerk HASTINGS AREA CHAMBER OF COMMERCE B~arci~{LU C08 Chair of the Board By Michelle Jacobs, President IV SECURITY DUTIES AT PIONEER, JA YCEE & CON AGRA PARK AREAS RIVERTOWN DAYS 2005 . July14-17 1. Direct traffic and keep it ruIming smoothly along Second Street. Police will monitor traffic to determine whether or not road closure is necessary. 2. Continue to direct traffic to designated parking lots filling the first lots before proceeding to the next. 3. Prevent cars from entering lots designated as areas for "permit parking" only. 4. Patrol lots to support and assist Explorers in monitoring designated parking (e.g. Handicapped Parking and Permit Parking). 5. Watch for activities that may disrupt the peace and try to prevent any-illegal activities. 6. Stay in contact by cellular phone or radio with the Rivertown Days Steering Committee. 7. Assist public or direct them appropriately with any questions or problems. (There will be an information tent at the river.) 8. Alert and assist ambulance service in case of an emergency. 9. Coordinate individuals or reserves so that an adequate number are \\"orking at all times. The busiest time is Saturday evening from 6:00 p.m. until after the fireworks display and on Sunday during the parade. 10. Provide flashing warning lights at 15th and Maple and at 15th and Pine. 11. Assist with escorting non-licensed vendors off park property. 12. Other security duties as deemed appropriate by Mike McMenomy, Chief of Police. v RIVERTOWN DAYS EVENTS Arts & Crafts Chamber Office (Claire Mathews) (& inflatable games) Barbary Coast Service Our Saviour's, Marilee Anderson, Bass Tournament In Depth Angling.com, Steve Plantz Bingo & Bake Sale Senior Center, Laurie Thrush Comedy Sportz Emmaus Road Church Concessions & Fireworks Chamber Office (Michelle Jacobs) Dugarel's Wild, Crazy & Let Loose Night Jessie Ritter Flea Market Pat Wagner Garden Club Tour Kay Sigtermans Green Mill Events (Pending) Trevor Lund Kiddie Parade Coral Rudd Kitten Ball Tournament Geoff Maltby LeDuc Romance of the Past Joan Mathison and Victorian Games Medallion Hunt Edina Realty, Sandy Becker Pancake Breakfast Methodist Church, Marty McNunn Papa's Hoops & Dance Under the Stars Phil Biermaier Parade Pam Holzem Rich Valley RC Flying Demonstration Tom Norman Run, Walk, Stroll Debbie Grimm, Vermillion Bank RTD Car & Truck Display Greg Kasel River Events Chamber Office River Rumble (pending) Brian Schommer Sidewalk Sale Barb Hollenbeck Sneaky Pete's Garden Tractor Pull Carol & Cy Schmitz Teen Night Aquatic Center, Darbie Johnson 10 Cent Kids Karnival Lori Borner, River of Life Church Tennis Tournament Lisa Beytien Carlson Tour de Hastings Vickie Reinhardt, Project Share Westview Mall Extravaganza Jessie Kelley, LifeWorks Services VI 651-437-6775 651-437-9052 507-254-1863,507-280-8736 (eve) 651-438-0750 651-480-0018,651-216-9989 (eve) 651-437-6775 651-480-0003,651-437-5398 651-437-4449 651-437-5337 651-206-9025 (cell) 651-437-3917 612-220-6473 (day) or 651-437-4093 (eve) 651-437-7055,651-491-7035 (cell) 651-437-2121 651-437-4398 (day) or 651-437-6817 (eve) 651-437-6303,651-438-1813 (eve) 651-437-5000 651-454-2467 651-423- 4303 or 651-460--8146 (eve) 651-437-6400 or 651-480-2227 (eve) 651-437-6775 651-208-5361 or 651-480-8762 651-438-7949,651-480-0268 (eve) 612-309-7234 (cell) or 651-437-8291 651-480-6179 or 651-775-6766 (eve) 651-437-3965,651-458-0720 (eve) 651-492-1499,651-438-9225 (eve) 651-437-3106 or 651-437-2460 (eve) 651-437-8762.651-702-4095 (eve) VI-II To: From: Date: Re: Mayor Werner and City Council members Melanie Mesko Lee, Assistant City Administrator June 29, 2005 Approve a Liquor License Amendment for July 15 & 16, 2005 for the Green Mill Reauested Action Approve a resolution approving a request to amend the liquor license of The Green Mill for July 15 & 16, 2005 contingent upon all requirements being met and any conditions recommended by City Staff. Backaround The City received a request Wednesday, June 29 by The Green Mill to have a tent and music stage and to amend their liquor licenses on July 15 & 16, 2005. The July 5,2005 City Council meeting is the last opportunity for the Council to review such a request before the dates requested. This request has been forwarded to the Police Chief and Fire Marshal for their comments/conditions regarding staff's recommendation on this request. Because of the timing of the request, staff will forward any conditions or concerns regarding this request to the Council at or before the beginning of the Council meeting on July 5, 2005. The amendment requested is to allow the sale of liquor in a temporary site (in this case a tent/fenced outdoor area), on the same property adjacent to the permanent structure. The applicant is also planning on providing live music during both days. Access to the tent will be through the building of The Green Mill. No alcohol will be allowed outside of either the permanent or temporary site. A drawing of the site as well as Proof of Insurance from his insurance agent for the temporary liquor sales has been provided, and both the Police Chief and Fire Marshal will be reviewing and providing comments. A copy of the applicant's information is attached. The applicant has been informed that the City responds to noise complaints on a complaint basis and that the police will respond if noise complaints are made. They have also been encouraged to notify neighboring properties of this request. The applicant still needs to remit the $10.00 City fee for this request. If you have any questions, please let me know. JUN-~~-~~~~ ~l;~l ~LHUULHUU~~ ~~UH~~ b::>l 45t ':Il':ft ~. ~;:::/~4 , ',.; ~' 5 h Ih '" 5 ' . .' .'- u-. -- - ,.. 'ua-re c OQ ,0., $,e . '(...... - . .'.' /' /" .".' Hastings' New Historic Neighborhood FAX TRANSMITTAL MEMO: FROM: NO. OF PAGES INCLUDING COVER: ~ J TO: )1(d~ ,4rh Ie~ ~uNwAltv: ~r; ~tfJ TELEPHONE#: (to ~ JJ?J ~ i/(tl DATE: 19 Vermillion; Suite 210 LOCATION: Hastin9s, MN 55033 TELEPHONE#: (651) 437-9421 FAX#: FAX#: . . CQtlFIDEIIIJI~LITY tlQTICE Ia:/' I?~ The documen~s) accompanying this Fax transmission contain confidential information belonging to th.~:r which Is legally privileged. The information is intended only for the use of the recipient. you are hereby notified thatany disclosure, copying, distribution. or taking of any action in reliance on the contents of the faxed information is strictly prohibited. If you have received this fax in error, please Immediately notify us by telephOne at (651) 437-9421 to arrange for return of the original documents to us. Thank you. 3'9 Vermillion Slroel, Sle 210. Haslings. MN 55033 . Phone (651) 437.9421 Fax (651) 437.9197 JUN-~~-~~~~ 21:31 v " " " ... . '" I I"'" " .,. :' I ... ;,t' .,c..'-a" ) . ' . . 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SCHOOLHOUSE SQUARE 651 437 9197 P.04/04 , ..... I ". '. ~ ,.. -. - z ... 8 ,. .. z .... '" .. .., ::i ';' i In .: .' - '- i."; ., . ., It ~ I I ""'- .;t . .. . .~ ~ " X'" .,........,. o. rn~ r ~ :z; .... ~.. , 0 : ., : ..... t.I) .. ~ -. ~ - ....' , ~t .. ! .' .-. - ~fQ ,:'.. :' ',:.. i '~. "'---' ...,,;. .:::::. :: .. . ., '-' t "~ I o I !! . . .......... ~ I : . I': i .' . f " ( 0~ -v \ I ~~ ~ (;> ~,~ fa ~ __, t:::, &- D" ~ r ~~. d (0 ~ "2. ~ ~~ L ~ :?t ~ t. ~ ~~~ --c[~ ~ t: ~ ~ ~ r. ~f ~ ~ ~~ ~ ~ ~. ~ 1 ~ ~ \V ~ ~ I t, r ~ ~ i ;; . ~ 01- ~' ~ ~,~ ~~. t ~ ~ ~ ~\ ~ ~ (a d--- ~ i<b ~ ~1 .~ ~ ~ - "'--" ~ <::> ~ ~ ~~. G\ ~ ~ ~ _ ;s:r ~ ~r1 ~ V' ~ ~ I .==. ---c) ~~~ ?- =----+ ~ jf~) , P L: ~ TOTAL P.04 JUN-28-2005 21:31 SCHOOLHOUSE SQUARE 651 437 9197 P.01/04 " ,~.,' ..... . ," to ...,0 ........ ..... _..; ....... -.......-..~....,.-.-.-,- .~..........._.-_........ .......... .......... ...........-.......-... .. ....... Schoolhous-e. S ..uo'r"e ,. . ., .... . . .." ... .. '1- .... .. .... Hastings' New Historic Neighborhood ~MITTAL MEMO: NO. OF PAGES INCLUDING COVER: V DATE: TO: )fI.d,,~ A.eJiO L-t:L F /JU -Cy~~r" I. C ~ f8tJ- :; JZ) 7'1?-7I/r~ ~; ")..('"f)~ ~ 6/2f~s~ (. I FROM: TELEPHONE #: LOCATION: 919 Vermillion. Suite 210 Hastings. MN 55033 TELEPHONE #: (651) 437..9421 FAX#: FAX#: . COMMENTS: .:lS-e^" ~ ]~M f't,J a 71:d ~~I tt~ ~, LM CONFIDENTIALIty NOT1CE The document(s) accompanying this Fax transmission contain confidential information belonging to the sender which is legally privileged. The information is intended only for the use of the recipient, you are hereby notified that any disclosure, copying, distribution, or taking of any action in reliance on the contents of the faxed informalion is strictly prohibited. If you have received this fax in error, please immediately notify us by telephone at (651) 437-9421 to arrange for return of the original documents to us. Thank you. 919 Vermmion $!rl!el. Ste 210. Hastings. MN 55033 - Phono (651) 437.9421 Fax (651) 43NI197 VI-12 To: From: Date: Re: Mayor Werner and City Councilmembers Melanie Mesko Lee, Assistant City Administrator June 29, 2005 City Copier Agreement Reauested Action Approve entering into an agreement with Canon Business Solutions to provide copiers to the City of Hastings. Backaround Over the last several years, there has not been a comprehensive copier contract for the City's copiers. This has resulted in a variety of lease terms and conditions being negotiated with one copier vendor, resulting in complicated billing and varying lease term end dates and rates. Additionally, several copiers are of an age where replacement is the next course of action. Therefore, staff requested proposals from several vendors to provide a comprehensive copier package for all City buildings. Following an evaluation of current equipment, projected needs, and available technology to determine the best fit for the City's needs, several vendors provided pricing and lease options as proposals. Staff then conducted an extensive review of both pricing options as well as visiting each vendor's site to review the equipment proposed in order to provide a recommendation. Based on that, staff is recommending entering into a 48-month lease with Canon Business Solutions to provide copiers to all City buildings. Because the copiers will be networked to employees' computers and tied into the City's document retention system, it is anticipated that the new system will provide increased flexibility and integration for City staff In addition to requesting approval to enter into an agreement with Canon, staff also recommends Council approval to terminate any current leases with the City's current vendor. It is estimated that, upon Council approval, the new copier system can be in place on or around August 1, 2005. VI-13 To: From: Date: Re: Mayor Werner and City Councilmembers Melanie Mesko Lee, Assistant City Administrator June 29,2005 Approval of Tobacco License for Steve Lapprich (MGM Liquor Warehouse) Recommended City Council Action: Approve the tobacco license for Steve Lapprich, owner of MGM Liquor Warehouse. Backaround: The City Council approved an off-sale liquor license transfer at MGM Liquor Warehouse in June 2005. The applicant has also made application for a tobacco license. All paperwork has been submitted and staff recommends approval of a tobacco license through December 31, 2005, the regular license term. - If you have any questions, please let me know. VI-13 To: From: Date: Re: Mayor Werner and City Councilmembers Melanie Mesko Lee, Assistant City Administrator June 29, 2005 Approval of Tobacco License for Steve Lapprich (MGM Liquor Warehouse) Recommended City Council Action: Approve the tobacco license for Steve Lapprich, owner of MGM Liquor Warehouse. Backaround: The City Council approved an off-sale liquor license transfer at MGM Liquor Warehouse in June 2005. The applicant has also made application for a tobacco license.- All paperwork has been submitted and staff recommends approval of a tobacco license through December 31, 2005, the regular license term. . If you have any questions, please let me know. CITY OF HASTINGS DAKOTA COUNTY, MINNESOTA RESOLUTION 07-_-05 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HASTINGS APPROVING A TOBACCO LICENSE FOR MGM LIQUOR WAREHOUSE WHEREAS, Steve Lapprich, owner of MGM Liquor Warehouse, has applied for a license to sell tobacco and tobacco-related paraphernalia within the City of Hastings at the MGM Liquor Warehouse store, located at 1250 South Frontage Road; and WHEREAS, the license year runs from January 1 to December 31; and WHEREAS, Steve Lapprich, owner of MGM Liquor Warehouse, has completed all of the required application materials and has submitted the required fees. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HASTINGS AS FOLLOWS; That the Mayor and the City Clerk be authorized to sign licenses authorizing Steve Lapprich, owner of MGM Liquor Warehouse, to operate as a licensed tobacco establishment for the period of July 6-December 31, 2005, unless revoked by the City Council. ADOPTED BY THE CITY COUNCIL OF HASTINGS, MINNESOTA, THISSth DAY OF JULY, 200S. Ayes: Nays: Absent: Michael D. Werner, Mayor A TIEST: Melanie Mesko Lee, City Clerk (SEAL) CITY OF HASTINGS DAKOTA COUNTY, MINNESOTA RESOLUTION 07-_-05 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HASTINGS APPROVING A TOBACCO LICENSE FOR MGM LIQUOR WAREHOUSE WHEREAS, Steve Lapprich, owner of MGM Liquor Warehouse, has applied for a license to sell tobacco and tobacco-related paraphernalia within the City of Hastings at the MGM Liquor Warehouse store, located at 1250 South Frontage Road; and WHEREAS, the license year runs from January 1 to December 31; and WHEREAS, Steve Lapprich, owner of MGM Liquor Warehouse, has completed all of the required application materials and has submitted the required fees. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCil OF THE CITY OF HASTINGS AS FOllOWS; That the Mayor and the City Clerk be authorized to sign licenses authorizing Steve Lapprich, owner of MGM Liquor Warehouse, to operate as a licensed tobacco establishment for the period of July 6-December 31, 2005, unless revoked by the City Council. ADOPTED BY THE CITY COUNCil OF HASTINGS, MINNESOTA, THIS 5th DAY OF JULY, 2005. Ayes: Nays: Absent: Michael D. Werner, Mayor ATTEST: Melanie Mesko Lee, City Clerk (SEAL) June 29,2005 VII-l VlII-B-l TO: The Honorable Mayor and Counci FROM: John Grossman, HRA Director RE: a) Public hearing: business subsidy for Lanoga Corporation b) Purchase and Development Agreement with Lanoga Corporation. When the City considers a business subsidy exceeding $100,000 in value, a public hearing must be held. . Lanoga Corporation is the parent company of UBC. The attached Purchase and Development Agreement and Business Subsidy Agreement with Lanoga describes the terms of the transfer of 6.7 acres of City property to Lanoga for the purpose of relocating the UBC lumber yard from downtown to the industrial park. The attached outline summarizes the terms of the Purchase and Development Agreement and Business Subsidy Agreement. It reviews the proposed land transfer against the criteria of the City business subsidy ordinance. The proposal meets the criteria. The Minor Subdivision and the Site Plan for UBC are also on the agenda for action at the July 5 meeting. The HRA has approved a purchase agreement with Lanoga Corporation for the 1.3 acres and 3 buildings downtown, contingent on Council approval of the land transfer. Recommended action: Adopt the resolution approving the terms and authorizing the Mayor and City Clerk to execute the Purchase and Development Agreement and the Business Subsidy agreement, and the deed to the City property, subject to site plan and subdivision approval. SUMMARY OF LAND PRICE SUBSIDY AGREEMENT RECIPIENT OF THE SUBSIDY: Lanoga Corporation, located in Winona, the parent company of UBC. DESCRIPrION OF THE LAND: The south 520 feet of Lot 2, Block 1 Hastings Industrial Park Number 3, 6.7 acres. The northwest comer of Enterprise and Spiral. USE OF LAND: The tenant, UBC will operate the lumber yard, an industrial use permitted by the zoning code. . VALUE AND NEED FOR THE SUBSIDY IN THE FORM OF LAND: $396,623. Lanoga (UBC) would not make the relocation to the Industrial Park without receiving the land at a nominal price ($1.00/ ac). VALUE OF IMPROVEMENTS: Total capital investment in improvements: $2.3 million; 35,000 s.f. of enclosed buildings 'and 17,000 s.f. of storage structures. SUBSIDY (LAND) APPROPRIATE TO THE REASONABLE NEEDS OF THE BUSINESS: The buildings cover 18% of the lot - a normal lot coverage for a lumber yard. The balance of the site will be asphalt surfaced for outdoor storage, parking and drives. JOB AND WAGE GOALS TO BE MET IN TWO YEARS. Four (4) new full time or full time equivalent jobs at no less than $13.00 an hour. The City's minimum wage criteria is $10.00. REQUIREMENT TO REMAIN IN BUSINESS FOR FIVE YEARS: The development and business subsidy agreement requires that Lanoga Corporation, its successors or assigns remain in operation in Hastings for five years after completion of the improvements. If they did not a prorated amount of the subsidy would have to be repaid to the City. OTHER BUSINESS SUBSIDIES: None ADDITIONAL LAND FOR EXPANSION: The agreement reserves the adjacent 3.1 acre lot north of the site for development by Lanoga for 3 years, for possible $2,000,000 investment in a fabrication plant with 10 new jobs. They can request two one year extensions from the Council. PUBLIC PURPOSES: Public Purpose of the transfer of Industrial Park land: The following public purposes specified in the City's business subsidy policy would be met by this proposal. . increase the tax base . create high quality jobs . . facilitate the elimination of unsafe conditions (downtown) . facilitate the relocation of non-conforming uses (downtown) . facilitate local business expansion. ! HASTINGS CITY COUNCIL RESOLUTION NO. RESOLUTION OF THE HASTINGS CITY COUNCIL APPROVING A BUSINESS SUBSIDY IN RELATION TO INDUSTRIAL PARK PROPERTY AND LANOGA CORPORATION Dated July 5, 2005 Council Member and moved its adoption: introduced the following Resolution WHEREAS: Lanoga Corporation (applicant), has presented plans for a show-room - warehouse and storage buildings of 52,000 sq.ft., with parking and driveways on the South 520 feet of Lot 2, Block 1, Industrial Park No.3 (the property) owned by the City and have asked for approval of transfer of the property under the City's Business Subsidy ordinance; AND WHEREAS, the applicant has demonstrated that the project is feasible only if the City deeds the property at below market value, the difference being $396,623 (the business subsidy); AND WHEREAS, UBC a division of the applicant, will create four new jobs on the site within two years of occupancy with an average wage of no less than $13.00 an hour and commit to remain in business at the site for five years; AND WHEREAS, the applicant will construct improvements on the property with a value of $2,200,000. AND WHEREAS, the applicant will execute a development and business subsidy agreement with conditions providirig that a prorated amount of the business subsidy will be paid to the City if the project is not completed or other subsidy conditions not met; AND WHEREAS the applicant agrees to sell the existing UBC lumber yard property in downtown Hastings to the Hastings Housing and Redevelopment Authority; AND WHEREAS, the project serves the public purposes of increasing the tax base, creating new jobs at competitive wages, facilitating the elimination of unsafe conditions, the relocation of non -conforming uses and the expansion of an existing local business; THEREFORE BE IT RESOLVED, that the project meets the criteria of the City's Business Subsidy Criteria adopted December 20, 1999, and amended March 3,2003; THEREFORE BE IT FURTHER RESOLVED that the Mayor and City Clerk are hereby authorized to execute the deed, development agreement, business subsidy agreement and amendments thereto, upon completion of site plan approvals, necessary to implement the project on behalf of the applicant. Council Member made a second to the foregoing Resolution and upon being put to a vote, the following council members voted in favor of said Resolution: Ayes: Nays: Absent: WHEREUPON, the Mayor declared the Resolution to be duly passed. CITY OF HASTINGS By Michael D. Werner, Mayor ATTEST: Melanie Mesko Lee Assistant Administrator/City Clerk SEAL June 30, 2005 PURCHASE AND DEVELOPMENT AGREEMENT By and Between CITY OF HASTINGS, MINNESOTA and LANOGA CORPORATION Dated: , 2005 This document was drafted by: BRADLEY & DEIKE, P. A. 4018 West 65th Street, Suite 100 Edina, MN 55435 Telephone: (952) 926-5337 TABLE OF CONTENTS Page PREAMBLE 1 ARTICLE I Definitions Section 1.1. Definitions 2 ARTICLE II Reoresentations Section 2.1. Representations by the City 3 Section 2.2. Representations by the Developer 4 ARTICLE III Convevance of Prooertv Section 3.1. Status of Property 5 Section 3.2. Agreement to Sell 5 Section 3.3. Conditions Precedent to Conveyance 5 Section 3.4. Title 6 Section 3.5. Condition of the Property 6 Section 3.6. Closing 7 Section 3.7. Access to Property 7 Section 3.8. Business Subsidy Agreement 8 Section 3.9. Reservation of Adjacent Property 8 ARTICLE IV Construction of Imorovements Section 4.1. Construction ofImprovements 8 (i) Section 4.2. Construction Plans and Site Plan Section 4.3. Commencement and Completion of Construction Section 5.1. Insmance Section 6.1. Real Property Taxes ARTICLE V Insurance ARTICLE VI Taxes ARTICLE VII Financing Section 7.1. Financing Section 7.2. Limitation upon Encumbrance of Property ARTICLE VIII Prohibitions Ae:ainst Assie:nment and Transfer: Indemnification Section 8.1. Prohibition Against Transfer of Property and Assignment of Agreement Section 8.2. Release and Indemnification Covenants Section 9.1. Events of Default Defined Section 9.2. Remedies on Default Section 9.3. No Remedy Exclusive ARTICLE IX Events of Default (ii) 8 9 10 10 11 11 11 11 12 12 13 Section 9.4. No Additional Waiver Implied by One Waiver Section 9.5. Effect of Termination of Agreement 13 13 ARTICLE X Additional Provisions Section 10.1. Representatives Not Individually Liable Section 10.2. Provisions Not Merged With Deed Section 10.3. Titles of Articles and Sections Section 10.4. Notices and Demands Section 10.5. Disclaimer of Relationships Section 10.6. Modifications Section 10.7. Counterparts Section 10.8. Judicial Interpretation Section 10.9. Severability 13 13 14 14 14 14 14 14 14 SCHEDULE A SCHEDULE B SCHEDULE C SCHEDULE D Description of Property Deed Authority Agreement Business Subsidy Agreement (ill) PURCHASE AND DEVELOPMENT AGREEMENT THIS AGREEMENT, made on or as of the day of , 2005, by and between the City of Hastings, Minnesota, a home rule charter city under the laws of the State of Minnesota (hereinafter referred to as the "City"), and having its principal office at 101 4th Street East, Hastings, Minnesota 55033-1955, and Lanoga Corporation, a Minnesota Corporation (hereinafter referred to as the "Developer"), having its principal office at 125 Fifth Street West, Winona, Minnesota 55987-3557. WITNESSETH: WHEREAS, the City is a home rule charter city under the laws of the State of Minnesota and is the owner of certain real property located in an industrial park within the City (which real property is referred to herein as the "Property"); and WHEREAS, the City has identified as one of its objectives the encouraging of economic development and job growth within the City by inducing and assisting new business to locate in the City and existing businesses to expand their operations; and WHEREAS, the Housing and Redevelopment Authority In and for the City of Hastings (the "Authority") has negotiated an agreement (the "Authority Agreement") with the Developer under which the Authority will purchase from the Developer the real property on which the Developer currently operates its business; and WHEREAS, the Developer's willingness to enter into the Authority Agreement was conditioned on the City's agreement that it would sell the Property to the Developer so that the Developer could relocate its business to the Property; and WHEREAS, the City believes that the Authority's purchase of the Developer's property pursuant to the Authority Agreement and the relocation of the Developer's business to the Property will help achieve the City's and the Authority's goals for redevelopment of the area of the City within which the Developer's business is now located; and WHEREAS, the City is willing to sell the Property to the Developer but only if the Developer complies with its construction obligations and other covenants under this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLlt I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Housing and Redevelopment Authority In and For the City of Hastings, its successors and assigns. "Authority Agreement" means the Real Estate Purchase Agreement of even date herewith between the Authority and the Developer, a copy of which is attached hereto as Schedule C. "Business Subsidy Agreement" means the agreement in the form of Schedule D to this Agreement to be executed by the City and the Developer pursuant to Section 3.8 of this Agreement as required pursuant to Minnesota Statutes, sections 116J.993 to 1161.995. "City" means the City of Hastings, Minnesota. "Construction Plans" means the plans, specifications, drawings and related documents on , the construction work to be performed by the Developer on the Property which shall be at least as detailed as the plans to be submitted to the building inspector of the City and shall include such supplemental information as the City may reasonably require. "County" means Dakota County, Minnesota. "Deed" means the deed in the form of Schedule B attached hereto. "Developer" means Lanoga Corporation, a Minnesota Corporation, its successors and assigns, and any future owners of any interest in the Property. Vnited Building Center (UBC) is an assumed name ofLanoga Corporation. "Event of Default" means an action listed in Section 9.1 of this Agreement. ''Hazardous Substances" means asbestos, urea formaldehyde, polychlorinated biphenyls, nuclear fuel or materials, chemical waste, radioactive materials, explosives, known carcinogens, petroleum products and also all dangerous, toxic or hazardous pollutants, contaminates, chemicals, materials or substances defined as hazardous or as a pollutant or contaminant in, or the release or disposal of which is regulated by, any Laws or Regulations, as hereafter defined. Laws or Regulations mean and include the Comprehensive Environmental Response and Liability Act ("CERCLA" or the Federal Superfund Act) as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA") 42 V.S.C. 9601-9675; The Federal Resource Conservation and Recovery Act of 1986 ("RCRA"); the Clean Water Act, 33 V.S.C. 2 1321, et seq.; the Clean Air Act 42 U.S.C. 7401, et seq., all as the same may be ftom time to time amended, and any other federal, state, county, municipal, local or other statute, law ordinance or regulation which may relate to or deal with human health or the environment including, without limitation, all regulations promulgated by a regulatory body pursuant to any such statute, law or ordinance. "Improvements" means the construction by the Developer of the following improvements on the Property in accordance with the Construction Plans: a 10,000 square foot office/showroom; a 25,000 square foot enclosed warehouse; a 4,800 square foot storage shed; two 6,000 square foot T -sheds; the installation of asphalt and curbing within all fenced areas; landscaping of all areas outside fenced areas; and other related improvements. "Permitted Encumbrances" means the provisions of the Deed and this Agreement: reservations of minerals or mineral rights to the State of Minnesota; public utility, roadway and other easements which will not adversely affect the development and use of the Property pursuant to the Developer's Construction Plans; building laws, regulations and ordinances consistent with the Improvements; real estate taxes that Developer agrees to payor assume pursuant to this Agreement; restrictions, covenants and easements of record that do not materially adversely affect the development and use of the Improvements; and exceptions to title to the Property which are not objected to by Developer upon examination ofthe title evidence to be delivered to the Developer pursuant to Section 3.4 of this Agreement. "Property" means the real property descn"bed in Schedule A of this Agreement. "State" means the State of Minnesota. "Unavoidable Delays" means delays which are the direct result of acts of God, unforeseen adverse weather conditions, strikes, other labor troubles, fire or other casualty to the Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the City in enforcing its rights under this Agreement) which directly result in delays. ARTICLE II ReDresentations Section 2.1. Re.presentations 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 home rule charter city organized and existing under the laws of the State. Under the laws of the State, the City has the power to enter into this Agreement and to perform its obligations hereunder. (b) The Property is directly accessible to city sewer and water located in the adjacent right-of-way or in a utility easement. 3 (c) To the best of the City's knowledge and belief, at the time of execution by the City of this Agreement, there are no environmental proceedings, applications, ordinances, petitions, court pleadings, resolutions, investigations by public or private agencies, or other matters pending which could prohibit, impede, delay or adversely effect the contemplated use of the Property. (d) To the best of the City's knowledge and belief, no underground storage tanks or Hazardous Substances have been, or pending the conveyance of the Property shall be, installed, used, incorporated into, discharged, released, stored, generated, disposed of, or allowed to escape in, to, or upon the Property. (e) To the best of the City's knowledge and belief, no investigation, administrative order, consent order or agreement, litigation, or settlement with respect to Hazardous Substances is proposed, threatened, anticipated or in existence with respect to the Property. (f) The Property: (i) consists of approximately 6.74-acres; (ii) is currently zoned I-I; (ill) is not in the designated 100 year flood plain area; and (iv) does not currently receive preferential tax treatment (i.e. Green Acres). Section 2.2. Representations by the Developer. The Developer represents that: (a) The Developer is a Minnesota corporation duly organized and authorized to transact business in the State, is not in violation of any provisions of its articles of incorporation, bylaws, or the laws of 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 board of directors. (b) The Developer will construct the Improvements 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), except for variances necessary to construct the improvements contemplated in the Construction Plans and site plan approved by the City. (c) The Developer has received no notice or communication ttom any local, state or federal official that the activities of the Developer on the Property may be or will be in violation of any environmental law or regulation. The Developer, to the best of its knowledge, is aware of no facts the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure. (d) The Developer has or will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Improvements may be lawfully constructed and operated. All representations set forth in Section 2.1 and 2.2. of this Agreement shall be true and correct in all material respects as of the date of closing on conveyance of the Property to the Developer. 4 ARTICLE m Conveyance of Prooertv Section 3.1. Status of Property. The City owns fee title to the Property. The City acquired the Property as part of an acquisition for an industrial park and developed the industrial park through the installation of inftastructure in order to provide readily available sites for businesses seeking industrial space. 3.2 Agreement to Sell. (a) The City agrees that it will sell the Property to the Developer in consideration for the Developer's payment of a purchase price of $1.00 per acre ($7.00 total) and the performance of the Developer's other covenants under this Agreement. The Developer agrees that it will purchase the Property for the purchase price of $7.00 and that it will fulfill all of its other obligations set forth herein. (b) The purchase price to be paid by the Developer to acquire the Property shall be payable by means of cash or certified funds on the date of closing on the sale of the Property to the Developer. (c) The conveyance of the Property to the Developer shall occur through the City's execution and delivery of the Deed to the Developer. Section 3.3. Conditions Precedent to Conveyance. The City's obligation to sell and the Developer's obligation to purchase the Property shall be subject to satisfaction of the following conditions precedent: (a) The Developer having executed the Authority Agreement providing for the sale of the property that is the subject of the Authority Agreement to the Authority. (b) The Developer having reviewed and approved, or waived any objections to, title to the Property pursuant to Section 3.4 of this Agreement. ( c) The Developer having obtained the requisite approval of the City hereunder and all other applicable governmental agencies and instrumentalities, municipal, county, state and federal, to the development of the Property through the construction of the Improvements in accordance with the Developer's Construction Plans and site plan. (d) The Developer having obtained: (i) amendments, revisions, exceptions or changes as may be necessary to applicable zoning codes and ordinances; (ii) special use permits, if applicable, (ill) building permits for the Improvements; (iv) driveway permits; (v) roadway access rights and permits; (vi) environmental consents, if necessary; (vii) vacations and variances deemed necessary by Developer or as may be otherwise required to permit Developer to construct the Improvements in accordance with the Developer's Construction Plans and site plan; and (viii) the City's approval of the Developer's Construction Plans and site plan for the Improvements. 5 (e) The Developer having determined that the Property has soils and environmental conditions on the Property are acceptable to the Developer. (t) Developer shall have secured construction and permanent mortgage loan financing, or evidence, acceptable to the Authority, of corporate financing sufficient for the acquisition of the Property and construction of the Improvements. In the event that the above conditions precedent have not been satisfied, or waived in writing by both the City and Developer, by March 31, 2006, either the City or Developer may terminate this Agreement by giving written notice of termination to the other party, whereupon this Agreement shall be null and void and the Developer and City shall execute an instrument in recordable form canceling this Agreement. Upon termination of this Agreement, the City and the Developer shall have no further obligations to the other under this Agreement, except as stated in Section 9.5 of this Agreement. Section 3.4. Title. Within a reasonable time after the date of this Agreement, the City shall provide to the Developer a commitment for the issuance of an owner's policy of title insurance for the Property naming the Developer as the proposed insured party. The Developer shall be allowed twenty (20) days after its receipt of such commitment for examination of said title and the making of any objections thereto, said objections to be made in writing or deemed to be waived. The Developer may not object to Permitted Encumbrances. If any objections are so made, the City shall be allowed ninety (90) days trom notice thereof to cure the title defect or exception, either by the removal thereof or by the procurement of title insurance endorsements satisfactory to Developer providing coverage against loss or damage as a result of such defect or exception. If the City does not cure such title defect or exception to Developer's satisfaction within said ninety (90) days, the Developer may, at its option, either (i) terminate the Agreement upon written notice to the City upon which this Agreement shall be null and void and the Developer and the City shall execute an instrument in recordable form canceling this Agreement; or (ii) waive the title defect or exception and proceed with the closing on the purchase of the Property. If the Developer waives the title defect or exception and proceeds to acquire the Property, the City shall have no further obligations with respect to any such defects or exceptions. The cost of updating title to the Property, obtaining the title insurance commitment and obtaining the title insurance policy shall be paid by the Developer. Section 3.5 Condition of the Property. The Developer acknowledges that the City makes no representations or warranties as to the condition of the soils on the Property, including any adverse environmental conditions, or its fitness for construction of the Improvements. The Developer shall have the right to enter upon the Property to undertake such environmental and soil tests as the Developer deems necessary to determine the condition of the Property. The City shall :furnish the Developer with all test results and environmental assessments that it has in its possession relating to the Property. If the Developer determines that the condition of the soils or other environmental conditions on the Property are unacceptable to the Developer, in its sole discretion, it shall notify the City of such determination in writing and if the City and the Developer are unable to reach agreement on how the cure the defective condition within twenty (20) days of such notification either party hereto shall have the right to terminate this Agreement by giving ten (10) days notice of termination to the other party. At the end of such ten (10) day 6 period this Agreement shall terminate and be of no further force or effect and the parties shall execute a certificate in recordable form evidencing the termination of this Agreement. Any notification by the Developer regarding unacceptable soils or enviromnental conditions on the Property shall be made within sixty (60) days after the date hereof or the Developer shall be deemed to have waived its right to object to any adverse soil or enviromnental conditions existing on the Property. Section 3.6 Closing. (a) Closing on the conveyance of the Property to the Developer shall occur at the time of the satisfaction, or waiver in writing, of all of the conditions precedent set forth in Section 3.3 of this Agreement. (b) At closing on conveyance of the Property, the City shall deliver to the Developer: (i) the Deed duly executed and acknowledged conveying to the Developer marketable title to the Property subject only to Permitted Encumbrances; (ii) the ALTA Owner's title insurance policy descn"bed in Section 3.4; and (ill) a Seller's Affidavit, in customary form, relative to judgments, federal tax liens, mechanic's liens and outstanding interests in the Property. (c) costs: At closing on the conveyance of the Property the Developer will pay the following (i) The purchase price for the Property; (ii) State deed tax; (ill) Conservation fee payable in connection with the conveyance; (iv) Recording fees for the Deed, mortgage and this Agreement; (v) Cost of updating title and title commitment fees; (vi) Title insurance premium; (vii) The fees of the City's attorneys and consultants incurred in connection with the preparation of this Agreement and related documents and for the review of the Developer's development proposal; (viii) The cost of preparation of a survey and site plan for the Property; and (ix) Any enviromnental testing or reports. Section 3.7 Access to Property. During the term of this Agreement, the Developer and its authorized representatives shall be permitted access to the Property at reasonable times for the purpose of architectural inspection and design studies and the taking of such soil borings and tests as are deemed reasonably necessary by Developer. Developer hereby agrees to indemnify, defend, and hold harmless the City, its officers, agents, employees and commissioners from and against any and all damage to property or injury to person arising out of the Developer's exercise 7 of its right of access to the Property under this Section. The Developer shall be entitled to actual possession of the Property on the date of closing on conveyance of the Property to the Developer. J Section 3.8. Business Subsidy Agreement. The financial assistance ($396,623), which is the difference between the value of the Property ($396,630) and the purchase price being paid by the Developer ($7.00), being provided to the Developer by the City under this Agreement constitutes a "subsidy" within the meaning of Minnesota Statutes. sections l16J.993 to l16J.995. Therefore, at the time of closing on the conveyance of the Property to the Developer by the City, the City and the Developer shall enter into the Business Subsidy Agreement to satisfy the requirements under said statutory provisions. Section 3.9. Reservation of Adjacent Property. The City owns a 3.11 acre parcel of property located to the north of the Property and legally described as the north 240 feet of Lot 2, Block 1, Hastings Industrial Park Number 3, according to the recorded plat thereof, Dakota County, Minnesota. The Developer has expressed an interest-in acquiring that property for the purpose of constructing a new manufacturing facility at a cost of approximately $2,000,000 for the operation of a business that would create approximately ten (10) new employment positions. The City agrees that it will not sell or transfer such property to a party other than the Developer for a period of three (3) years from the date of conveyance of the Property to the Developer pursuant to this Agreement. If within three (3) years from the date of conveyance of the Property by the City to the Developer the Developer and the City have not entered into a purchase and development agreement under which the City agrees to convey such property to the Developer, .' the City's covenants in this section shall terminate and be of no further force or effect. For title purposes, termination of the City's covenants in this section may be evidenced by a writing signed by an official of the City to the effect that the City and Developer have not entered into such an agreement and, if asked by the City, the Developer will execute a document in a form required by the City stating that the City's obligations under this section have terminated. The City's consideration of a proposal by the Developer to acquire such property shall be made in light of the City's industrial park land credit program and business subsidy policy in effect at the time of the Developer's proposal, but the decision to convey the property to the Developer shall be in the City's sole discretion. The Developer may request and the City will consider, but is not obligated to grant, two (2) one (1) year extensions of the three (3) year period for submitting a proposal to the City. ARTICLE IV Construction of Imorovements Section 4.1. Construction of Iny>rovements. The Developer agrees that it will construct the Improvements on the Property in accordance with the approved Construction Plans and site plan and at all times will operate and maintain, preserve and keep the Improvements or cause the Improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. 8 Section 4.2. Construction Plans and Site Plan. (a) The City's willingness to convey the Property to the Developer is predicated upon and subject to the Developer's agreement that it will construct the Improvements and that the Improvements will be of such quality and nature as will satisfy the City's goals for the development of the Property. Therefore, within thirty (30) days trom the date of this Agreement, the Developer shall provide to the City for its review and approval Construction Plans and a site plan for the Improvements. The Construction Plans and site plan shall provide for the construction of the Improvements and shall be in conformity with this Agreement and all applicable state and local laws and regulations. The City shall approve the Construction Plans and site plan in writing if the proposed Improvements are consistent with the site plan requirements and the industrial park design guidelines set forth in the City's building code. Such Construction Plans and site plan shall, in any event, be deemed approved unless rejected in writing by the City, in whole or in part within thirty (30) days after the date of their receipt by the City. Nothing in this Section shall be deemed to relieve the Developer trom its obligations to comply with the requirements of the City's normal construction permitting process. (b) If the Developer desires to make any material change in any Construction Plans or site plan after their approval by the City, the Developer shall submit the proposed change to the City for its approval. If the Construction Plans and site plan, as modified by the proposed change, conform to the requirements of this Agreement and such changes do not materially alter the nature, quality or exterior appearance of the Improvements, the City shall approve the proposed change and notify the Developer in writing of its approval. Any requested change in the Construction Plans or site plan shall, in any event, be deemed approved by the City unless rejected, in whole or in part, by written notice by the City to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. Section 4.3. Commencement and Conu>letion of Construction. (a) The Developer agrees for itself, its successors and assigns, that the Developer, and its successors and assigns, shall promptly begin and diligently prosecute to completion construction of the Improvements within the period specified in this Section 4.3 of this Agreement. (b) Subject to Unavoidable Delays, the Developer shall commence construction of the Improvements within ninety (90) days trom the date of conveyance of the Property to the Developer, and shall complete such construction within twelve (12) months after commencement. The Developer shall, however, be entitled to request additional time toecomplete the Improvements, together with any site improvements shown on the site and building plans approved by the City. The City will not unreasonably deny a request for additional time taking into account the reasons for the Developer's construction delay and the Developer's diligence in trying to meet the construction deadline; provided, that any such request shall be made prior to the date that completion is required and that the City may require security trom the Developer to assure that any uncompleted work is completed. The Improvements shall be deemed to be completed when the Developer has received a certificate of occupancy trom the building official of the City. 9 ARTICLE V Insurance Section 5.1. Insurance. (a) The Developer will provide and maintain at all times during the process of constructing the Improvements and, ftom time to time at the request of the City, furnish the City with proof of payment of premiums on: (i) Builder's risk insurance, written on the so-called "Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Improvements at the date of completion, and with coverage available in nomeporting form on the so called "all risk" form of policy. The interest of the City shall be protected in accordance with a clause in form and content satisfactory to the City; (ii) Comprehensive general liability insurance in amounts required by the City's code of ordinances; and (ill) Worker's compensation insurance, with statutory coverage and employer's liability protection. (b) The Developer agrees to notify the City immediately in the case of damage to or destruction of, the Improvements or any portion thereof resulting ftom fire or other casualty. In the event of any such damage or destruction, the Developer will forthwith repair, reconstruct and restore the Improvements to substantially the same or an improved condition or value as existed . prior to the event causing such damage. (c) The City agrees that, if requested by the Developer's lender of financing for the construction of the Improvements, it will subordinate its rights relative to the receipt and application of the proceeds of insurance under this Agreement to the lien of such lender's mortgage. ARTICLE VI Taxes Section 6.1. Real Property Taxes. Real estate taxes due and payable in the year of closing shall be apportioned between the Developer and the City as of the date of conveyance of the Property, with the result that the City shall pay that portion of such taxes attributable to the period of the year prior to the conveyance and the Developer shall pay that portion of the taxes attnoutable to the period of time commencing with the date of conveyance. Real estate taxes and assessments due and payable in the years prior to closing, deferred real estate taxes (i.e. Green Acres), and all pending or levied special assessments, if any, shall be paid by the City. After its acquisition of the Property, the Developer shall pay all real property taxes and special assessments in a timely manner and prior to the imposition of penalties. 10 ARTICLE VB Financine: Section 7.1. Financing. Prior to the City's conveyance of the Property to the Developer, the Developer shall submit to the City evidence, satisfactory to the City, that the Developer has obtained mortgage or other construction and permanent financing in an amount sufficient for the acquisition of the Property and construction of the Improvements. Section 7.2. Limitation Upon Encumbrance of Property. Prior to the date that the Developer completes construction of the Improvements, neither the Developer nor any successor in interest to the Property, or any part thereof, shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Property, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Property, except for the purposes of obtaining funds 'only to the extent necessary for acquiring and constructing the Improvements, without the prior written approval of the City. ARTICLE vm Prohibitions Ae:ainst Assie:nment and Transfer. Indemnification , Section 8.1. Proln"bition Against Transfer of Property and Assignment of Agreement. (a) The Developer represents and agrees that prior to completion of construction of the Improvements except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Property, or any part thereof, to perform its obligations with respect to constructing the Improvements under this Agreement, and any other purpose authorized by this Agreement, the Developer (except as so authorized) 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 Property or any part thereof or any interest herein or therein, or any contract or agreement to do any of the same, without the prior written approval of the City. (b) In the absence of specific written agreement by the City to the contrary, no transfer of the Property or approval by the City thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement, from any ofits obligations hereunder. Section 8.2. Release and Indemnification Covenants. (a) The 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 Improvements. 11 (b) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the following named parties, the Developer agrees to protect and defend the City and the City and the governing body members, officers, agents, servants and employees thereof, now or forever, and further agrees to hold the aforesaid harmless ftom any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising ftom this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Improvements. (c) Nothing in this Agreement is intended or shall be deemed to constitute a waiver by the City of any immunity or limits on liability under State law, including, without limitation, Minnesota Statutes. Chapter 466, relative to tort or other claims. ARTICLE IX Events of Default Section 9.1. Events of De:fu.ult Defined. The following shall be "Events ofDe:fu.ult" under this Agreement and the term "Event of Defauh" shall mean, whenever it is used in this Agreement (unless the context otherwise provides), anyone or more of the following events: (a) Failure by the Developer to commence and complete construction of the Improvements and any site improvements as shown on the Developer's site and building plans approved by the City Council of the City or specified as conditions of the City's approval pursuant to the terms, conditions and limitations of Article IV of this Agreement. (b) Failure by the Developer to reconstruct the Improvements when required pursuant to Section 5.1 of this Agreement. (c) Failure by Developer to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed hereunder. (d) The Developer does any of the following: (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under United States Bankruptcy Laws or any similar Federal or State Laws; or (ii) make an assignment for the benefit of its creditors; or (ill) admit, in writing, his inability to pay his debts generally as they become due; or (iv) be adjudicated, bankrupt or insolvent; or (v) if a petition or answer proposing the adjudication of the Developer, as a bankrupt under any present or future federal bankruptcy act or any similar federal or State law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof; or (vi) a receiver, trustee or liquidator of the Developer, or of the Property and Improvements, shall be appointed in any proceeding brought against the Developer and shall not be discharged within sixty (60) days of such appointment, or if the Developer shall consent to or acquiesce in such appointment. 12 Section 9.2. Remedies on Default. Whenever any Event of Default occurs, the City may inunediately suspend its performance under this Agreement and may take anyone or more of the following actions after providing thirty (30) days written notice to the Developer of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days: (a) (b) the City. Terminate this Agreement. Exercise its rights under the Deed to revest title to and possession of the Property in (c) Take whatever action, including legal, equitable or 9dmini!rtrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 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 an<;l as often as may be deemed expedient. In order to entitle the City or the 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. Section 9.5. Effect of Termination of Agreement. In the event that this Agreement is terminated pursuant to Sections 3.3, 3.4 or 9.2, all provisions hereof shall terminate except that Sections 2.2 and 8.2 shall survive such termination and any cause of action arising hereunder prior to such termination shall not be affected. ARTICLE X Additional Provisions Section 10.1. Re.presentatives Not Individually Liable. No member, official, or employee of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach or for any amount which may become due to Developer or successor or on any obligations under the terms of the Agreement. 13 Section 10.2. 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 Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.3. 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 10.4. 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 the Developer, is addressed to or delivered personally to the Developer at 125 Fifth Street West, Wmona, Minnesota 55987-3557; and (b) in the case of the City, is addressed to or delivered personally to the City at City Hall, 101 4th Street East, Hastings, Minnesota 55033-1955, or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 10.5. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this Agreement nor any act by the City or the Developer shall be deemed or construed by the Developer or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner, or joint venture between the City, the Developer and/or any third party. Section 10.6. Modifications. This Agreement may be modified solely through written amendments hereto executed by the Developer and the City. Section 10.7. CounteIparts. This Agreement may be executed m any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Judicial Inter.pretation. Should any provision of this Agreement require judicial interpretation, the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent or attorney prepared the same, it being agreed that the agents and attorneys of both parties have participated in the preparation hereof. Section 10.9. Severability. In the event that any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 14 IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf and the 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 HASTINGS By Michael D. Werner, Mayor By Melanie Mesko Lee, City Clerk LANOGA CORPORATION By Dale Kukowski, President By Bryan Rice, Vice President STATE OF MINNESOTA) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of .2005, by Michael D. Werner, and Melanie Mesko Lee, the Mayor and City Clerk of the City of Hastings, a home rule charter city under the laws of the state of Minnesota. Notary Public STATE OF MINNESOTA) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of , 2005, by Dale Kukowski and Bryan Rice, the President and Vice President, respectively, of Lanoga Corporation, a Minnesota corporation, on behalf of the corporation. Notary Public 15 SCHEDULE A Description of Property The South 520 feet of Lot 2, Block I, Hastings Industrial Park Number 3, according to the recorded plat thereof, Dakota County, Minnesota. A-I SCHEDULE B WARRANTY DEED THIS INDENTURE, between the City of Hastings, Minnesota, a home rule charter city organized and existing under the laws of the state of Minnesota (the "Grantor"), and Lanoga Corporation, a Minnesota corporation (the "Grantee"). WITNESSEm, that Grantor, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby convey and warrant to the Grantee, its successors and assigns forever, all the tract or parcel of land lying and being in the County of Dakota and State of Minnesota described as follows, to-wit , (such tract or parcel of land is hereinafter referred to as the "Property"): LEGAL DESCRIPTION The South 520 feet of Lot 2, Block 1, Hastings Industrial Park Number 3, according to the recorded plat thereof, Dakota County, Minnesota. To have and to hold the same, together with all the hereditaments and appurtenances thereunto belonging in anyway appertaining, to the said Grantee, its successors and assigns, forever, subject to the following exceptions: (Insert any ex~eptions to title) Provided: SECTION 1. It is understood and agreed that this Deed is subject to the covenants, conditions, restrictions and provisions of that certain Purchase and Development Agreement entered into between the Grantor and Grantee on the referred to as the "Agreement"). . day of , 2005, (herein It is specifically agreed that the Grantee shall promptly begin and diligently prosecute to completion the development of the Property through the construction of the improvements thereon, as provided in the Agreement. Promptly after completion of the improvements in accordance with the provisions of the Agreement and upon request by the Grantee, the Grantor will furnish the Grantee with an appropriate instrument ("Certificate of Completion") so certifying. Such certification by the Grantor shall be (and it shall be so provided ,in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the obligation of the Grantee, and its successors and assigns, to construct the improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Grantee to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the purchase of the Property hereby conveyed or the improvements, or any part thereof. Nor shall such certification relieve the Grantee ftom its obligations under Section 3 ofthis Deed or under the Agreement. SECTION 2. In the event the Grantee herein shall, prior to the completion of the construction of the improvements required to be constructed pursuant to the Agreement, the Grantee shall fail to comply with any of its covenants under the Agreement and fail to cure any such noncompliance within the time for cure set forth in Section 9.2 of the Agreement, then the Grantor shall have the right to reenter and revest in itself title to and possession of the Property, whereupon all interest of the Grantee in the Property shall be extinguished and the Grantor shall be ftee to use or dispose of the Property as it deems appropriate. SECTION 3. The Grantee agrees for itself and its successors and assigns to or ofthe Property or any part thereof; hereinbefore described, that the Grantee and such successors and assigns shall comply with all covenants contained in the Agreement. SECTION 4. This Deed is also given subject to: (a) Provision of the ordinances, building and zoning laws of the City of Hastings, state and federal laws and regulations in so far as they affect this real estate. (b) Taxes payable subsequent to the date of this conveyance. IN WITNESS WHEREOF, the Grantor has caused this Deed to be du1y executed in its behalf by its and this _ day of ,200_. (SEAL) CITY OF HASTINGS By Michael D. Werner, Mayor By Melanie Mesko Lee, City Clerk STATE OF MINNESOTA) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of , 2005, by Michael D. Werner, and Melanie Mesko Lee, the Mayor and City Clerk of the City of Hastings, a home rule charter city under the laws of the state of Minnesota. Notary Public B-3 SCHEDULE C Authority Agreement REAL ESTATE PURCHASE AGREEMENT THIS AGREEMENT, made on or as of the day of , 2005, by and between the Housing and Redevelopment Authority In and For the City of Hastings, Minnesota (the "Purchaser") and Lanoga Corporation (the "Seller"). In consideration of the mutual covenants and undertakings contained herein the parties agree as follows: 1. Sale and Purchase of ProDertv. Seller agrees to sell, and Purchaser agrees to purchase, certain real property situated in the City of Hastings, County of Dakota, State of Minnesota, consisting of certain land legally described as follows, to-wit: See Exhibit A attached hereto and incorporated herein. together with all the appurtenant rights, mineral rights, privileges, and easements belonging thereto (collectively the "Land"); all buildings, structures, and other improvements located on the Land as well as all fixtures located therein and thereon (collectively the "Improvements"); the leases descn"bed on Exht"bit B attached hereto, if any (the "Leases"); and all items of personal property now owned by Seller and located in or on the Real Property (hereinafter defined) and used or useful in the ownership, operation or maintenance of the Real Property, including, but not limited to that identified in Exht"bit C hereto (hereinafter referred to as the "Personalty"). (The Land, Improvements, and Leases are hereinafter collectively referred to as the "Real Property"). 2. Purchase Price. Purchaser agrees to pay to Seller, as the purchase price for the Real Property and Personalty (the "Purchase Price"), the sum of One Million Fifteen Thousand Five Hundred Thousand Dollars ($1,015,500.00). The Purchase Price shall be payable in cash, on December 31, 2005, the date of closing. 3. Title. Within a reasonable period of time after the date of this agreement, Seller agrees to deliver to Purchaser a commitment for an owner's title insurance policy issued by a title insurance company acceptable to the Purchaser (the "Title Company"), naming Purchaser as the proposed insured owner of the Real Property in the amount of the Purchase Price (the "Commitment"). The Commitment shall have a current date as its effective date and shall commit to insure marketable title in Purchaser, ftee and clear of all mechanics' lien claims, questions of survey, unrecorded interests, rights of parties in possession or other exceptions. The Commitment shall set forth all levied real estate taxes and special assessments and shall contain such endorsements as Purchaser may require, including but not limited to, a zoning endorsement insuring Purchaser that the ownership, use, operation and occupancy of the Real Property as of the Closing Date complies with all applicable zoning laws, codes, ordinances and regulations and does not constitute a nonconforming use thereunder. Said commitment shall have attached copies of all instruments of record which create any easements or restrictions which are referred to in Schedule B of the title commitment. Together with the Commitment, Seller shall deliver to Purchaser complete Uniform Commercial Code searches against the Personalty evidencing that the Personalty is not subject to any financing statements or security interests (the "Searches"). 1 Purchaser will be allowed after receipt of the Commitment, the Searches, and the Survey (as hereinafter defined) an examination thereof and to make any objections to the marketability of the title to the Real Property or Personalty, said objections to be made by written notice or to be deemed waived. If the title to the Real Property and Personalty, as evidenced by the Commitment, Survey, and Searches together with any appropriate endorsements and updated Survey and Searches, is not good and marketable of record in Seller and is not made so by the Closing Date, Purchaser may either: a. Terminate this Agreement by giving written notice to Seller in which event this Agreement shall become null and void, the earnest money shall be returned to Purchaser, and neither party shall have any further right or obligation hereunder; or b. Elect to accept the title in its unmarketable condition by giving written notice to Seller, in which event Purchaser shall hold back adequate funds from the portion of the Purchase Price payable at the closing to cure the defects and apply said holdback funds for the cost of curing such defects, including attorneys' fees, and pay the unexpended balance to Seller. (If the amount of said holdback cannot be mutually agreed to by Seller and Purchaser, the Title Company shall determine the amount of said holdback). , 4. Survev. Seller agrees to promptly obtain and deliver to Purchaser a survey of the Land, prepared by a registered land surveyor, certified and acceptable to Purchaser and the issuer of the Commitment, showing the exact location, legal description, area and boundary lines of the Land, the nature and location of all easements and encroachments nom or onto the Land, the nature and location of all utilities on and/or serving the Land or Improvements, the location of the Improvements, including all parking areas on, and means of ingress to and egress nom, the Land, and otherwise in form and content reasonably acceptable to Purchaser and the Title Company (the "Survey"). s. Documents to be Delivered bv SeDer. Seller shall promptly obtain and deliver to Purchaser the following, all certified by Seller as full, true, correct and complete: 5.1. All plans, specifications, blueprints, operating manuals, licenses, and other information pertaining to the Real Property and Personalty which is in the possession, or under the control, of Seller. 5.2. Copies of all certificates and policies of insurance held by Seller with respect to the Real Property and Personalty. 5.3. Copies of all permits or authorizations required to be issued by any governmental body having jurisdiction in connection with any state of facts or activity presently existing or being carried on with respect to the Real Property. 2 5.4. Copies of all warranties and guaranties which pertain to the Real Property or Personalty or any portion thereof. 5.5. Copies of the Leases, ifany. Seller agrees that Seller shall, at Seller's sole expense prior to or at the time of closing, effect the absolute termination of: and the payment of all amounts owing under, all contracts and agreements affecting the Real Property or Personalty, and those contracts and agreements, if any, which Purchaser may, at Purchaser's sole option, specifically elect to accept the assignment of from Seller at closing. 6. InsDection. At Purchaser's expense, Purchaser, its agents and designees, are hereby granted the right at any time or times after the date hereof to inspect, analyze, and test the Real Property and Personalty and their various components including without limitation the Land and Improvements, and all appliances, heating, air conditioning, wiring and plumbing therein and all structural and nonstructural elements thereof. Purchaser shall hold Seller harmless from any liability resulting solely from the entering upon the Real Property or the performing of any of the tests or inspections referred to in this Section 6 by Purchaser, its agents or designees but not from liability resulting from the presence or discovery of Hazardous Substances (as hereinafter defined) on the Real Property. 7. Covenants and Warranties of SeDer. Seller covenants and warrants to Purchaser as follows: ! 7.1. Ownership of Real PropertY and Personalty. Seller is the owner of good, marketable, and insurable fee title to the Real Property free and clear of all title defects, options, rights of first refusal, easements, restrictive covenants, encroachments, survey defects, restrictions or limitations on the Real Property, liens or encumbrances except for the Loans as descn"bed below and the Leases and Seller is the owner of good title to the Personalty free and clear of all lien interests therein or claims thereto. 7.2. Certain Loan Documents. There are no notes, bonds, mortgages, deeds of trust, collateral security documents and other related documents executed and/or delivered by Seller and/or other parties in connection with any and all secured financings (the "Loans") encumbering, or otherwise affecting, all or any portion of the Real Property or all or any portion of the Personalty, except as set forth on Exhibit D. All Loans shall be paid and satisfied by Seller at or prior to the Closing Date (as hereinafter defined). 7.3. Condemnation. Seller has not received any notice of: nor does Seller have any knowledge of: any pending, threatened or contemplated condemnation proceeding affecting the Real Property, or any part thereof: or of any sale or other disposition of the Real Property or any portion thereof in lieu of condemnation. 3 7.4. Encroachments. There are no encroachments upon any of the Real Property and no portion of any Improvement encroaches upon any property not included within the Real Property, or upon the area of any easement affecting the Real Property. 7.5. Leases. Seller will not enter into any additional leases affecting the Real Property after the date of this Agreement. 7.6. Inspection of Premises. Purchaser, its. agents and designees, shall have the right, at any time or times after the date hereof, to enter upon the Real Property, at any reasonable time or times, for any purpose connected with the sale of the Real Property or Personalty. From and after the date hereof Purchaser shall continue to be entitled to free and complete access to information pertaining to the Real Property and Personalty, including any and all business records and operating statements pertaining to the Real Property in the hands of Seller and Seller's managing agent, if any, and Seller and the managing agent, if any, shall cooperate with Purchaser in the examination of such information and in the transition of ownership of the Real Property and Personalty. 7.7. Fees and Charges. Purchaser will pay all costs for the title insurance commitment and policy, the survey, deed tax, conservation fee, recording fees, environmental studies commissioned by Purchaser, its own attorneys' fees, and one half of closing costs. Seller will pay the cost of updating title for purposes of the title commitment, its attorneys' fees and one half of the closing costs. 7.8. Insurance. Seller will permit and cooperate with Purchaser in the assumption by Purchaser, if Purchaser so elects, of all policies of insurance held by Seller with respect to the Real Property and Personalty. 7.9. Change of Ownership. Seller will cooperate with and assist Purchaser in achieving an orderly change of ownership of the Real Property and Personalty and will provide Purchaser with any information requested by Purchaser pertaining to the Real Property or Personalty or the suppliers of any goods or services utilized by Seller in connection with the ownership, maintenance or operation of the Real Property or Personalty. Seller agrees to enter into no leases, material agreements, or contracts, and to incur no major expenses relating to the Real Property or Personalty prior to the Closing Date without Purchaser's prior written consent. 7.10 Condition and Operation of Improvements. All components of all buildings, structures and other improvements included within the Real Property (collectively the "Improvements"), including but not limited to the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair. All water, gas, electrical, sewer, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other systems serving the Real Property are installed and operating and are sufficient to enable the Real Property to continue to be used and operated 4 in the manner currently being used and operated, and any so-called hook-up or other associated charges have been fully paid. , 7.11 Real Propertv Permits and Insurance. All certificates of occupancy, permits, licenses, franchises, approvals and authorization (collectively the "Real Property Permits") of all governmental authorities having jurisdiction over the Real Property, and ftom all insurance companies and fire rating and other similar boards and organizations (collectively the "Insurance Organizations"), required or appropriate to have been issued to Seller to enable the Real Property to be lawfully owned, leased, operated, occupied and used for all of the proposes for which they are currently owned, leased, operated, occupied and used, have been lawfully issued and are, as of the date hereof: in full force and effect. Seller's original copies of all Real Property Permits have heretofore been delivered to Purchaser. The Seller has not received or been informed by a third party of the receipt by it of any notice from or the taking of any action by any governmental authority having jurisdiction over the real Property or any insurance organization threatening a suspension, revocation, modification or cancellation of any Real Property Permit or of any insurance policy and, to the best of the Seller's knowledge and belief: there is no basis for the issuance of any such notice or the taking of any such action. To the best of Seller's knowledge, no action by either Seller or by the Purchaser is required in order that all Real Estate Permits and insurance policies will remain Real Estate Permits and insurance policies of the Purchaser following the consummation of the transactions provided for herein, other than for payment of annual fees and premiums. 7.12. Compliance with Laws. The Real Property is in full compliance with all applicable building, zoning, sulxlivision, environmental and other land use and similar laws, codes, ordinances, rules, regulations and orders of governmental authorities (collectively the "Real Property Laws"), and Seller has not received and does not expect to receive any notice of violation or claimed violation of any Real Property Law. The Real Property and its continued use, occupancy and operation as currently used, occupied and operated does not constitute a nonconforming use under any Real Property Law and the continued existence,. use, occupancy and operation of each Improvements, and the right and ability to repair and/or rebuild such improvement in the event of casualty, is not dependent on any special permit, exception, approval or variance. Seller has no knowledge of any pending or anticipated change in any Real Property Law which would have a material adverse effect upon the ownership, alteration, use, occupancy or operation of the Real Property or any portion thereof: or upon the reconstruction of any improvement in the event of a casualty. No dispute currently exists with any governmental authority having jurisdiction over the Real Property with respect to any Real Property Law or the application thereofto the Real Property. 7.13. Mechanics' and Other Liens. Seller does not owe money to any architect, contractor, subcontractor or materialman for labor or materials performed, rendered or supplied to or in connection with the Real Property. There is no work 5 being done at or materials being supplied to the Real Property as of the date hereof. 7.14. Real Property Taxes. Seller has paid all real estate taxes on the Real Property due and payable through the date of this Agreement. 7.15. Hazardous Substances. Seller has not used the Real Property for disposal or. storage of any Hazardous Substance and Seller has no knowledge of any noxious, toxic, hazardous, unsafe or environmentally unsound materials, substances, wastes or Hazardous Substances (as hereinafter defined) in, at, under or on the Real Property whether there by intent, spill, release, discharge, disposal, storage or any other means. Seller has not received any notice ftom any government agency,. board, commission, authority or any other entity, and is not a party to any legal or administrative action or proceeding, concerning or relating in any way to the spill, release, discharge, transportation, disposal, storage or presence of hazardous or regulated substances or wastes in; at, under, on, or concerning the Real Property, including any pending, or contemplated search or investigation of the Real Property or any portion thereof with respect thereto. Seller has no knowledge of any activity on the Real Property which would subject any owner or operator thereof to damages, penalties, injunctive relief or costs or remediation or cleanup under any federal, state or local law. For the purposes of this Agreement, the term "Hazardous Substance" means that and/or similar terms as defined in Section 104(14) of the Comprehensive Environmental Response, Compensation & Liability Act of 1980, and as amended, 42 U.S.C. Sec. 9601 et seq. (14), and Section 2(8) of the Minnesota Environmental Response and Liability Act, and as amended, Minnesota Statutes Sec. 115B.02(8), and includes the term "regulated substance" as defined in Section 9001(2) of the Underground Storage Tank Act, and as amended, 42 U.S.C. Sec. 6991(2) and the term "hazardous waste" as defined in Section 1004(5) of the Resource Conservation and Recovery Act, and as amended, 42 U.S.C. Sec. 6903(5), and includes all regulations issued pursuant to any of the above statutes, and any unsafe, noxious, toxic or hazardous substance or similar terms under any other state, federal or local law, and any other applicable environmental, land use or similar act, statute, ordinance or regulation or as alleged or determined under common law. The term "Hazardous Substance" includes asbestos and related substances, PCBs, and gasoline, kerosene and all other liquid or viscous petroleum products. Seller has complied and caused the Real Property to comply with all laws, ordinances, rules, regulations, and authorities having jurisdiction over Seller, the Real Property and the use by Seller of the Real Property, relating to any Hazardous Substances or material. 8. Closio2. Subject to the conditions contained herein, the closing shall take place on March 31, 2006, but only if the following conditions and the conditions contained in Paragraph No. 12 have been satisfied: 6 a. The City of Hastings, Minnesota (the "City"), shall have approved Seller's site and building plans for a new facility in the City's Industrial Park as required pursuant to that certain Purchase and Development Agreement between the City and the Seller dated of even date herewith (the "City Development Agreement"); and b. All other conditions precedent to the City's obligation to convey the property that is the subject of the City Development Agreement to the Seller shall have been satisfied or waived; c. The Purchaser shall have approved title to the Real Property. d. The Purchaser shall have determined that the environmental conditions on the property are acceptable. The Closing may take place on such other date as is mutuallY,agreed upon, or such other date as this transaction actually closes as determined in accordance with the provisions of this Agreement (the "Closing Date"). The closing shall take place at the offices of the Title Company or at such other place as is mutually agreeable. At the closing, Seller shall deliver to Purchaser: .' 8.1. A Warranty Deed, properly executed on behalf of Seller in recordable form with all applicable transfer taxes paid and stamps, if any, affixed thereto, conveying the Real Property to Purchaser and warranting title thereto subject to no exceptions other than those matters expressly agreed to by Purchaser pursuant to Paragraph No.3 hereof. 8.2. All certificates, instruments and other documents necessary to permit the recording of the Warranty Deed. 8.3. A Bill of Sale properly executed on behalf of Seller, conveying the Personalty to Purchaser with warranty of title thereto, such Bill of Sale to be properly executed on behalf of Seller and subject to no exceptions or encumbrances. 8.4. A standard Seller's Affidavit with respect to judgments, bankruptcies, tax liens, mechanics liens, parties in possession, unrecorded interests, encroachment or boundary line questions, and related matters, properly executed on behalf of Seller. 8.5. Assignments to Purchaser of the Leases and all licenses and permits held by Seller in connection with the ownership or operation of the Real Property or Personalty. 8.6. Assignments to Purchaser of all warranties which pertain to the Real Property, the personalty, or any portion thereof. 7 8.7. Originals, to the extent that the same are in Seller s possession, or subject to Seller's control, of all documents referred to in Section 5 above. 8.8. The Commitment certified to current date. 8.9. An affidavit of Seller in form and content satisfuctory to Purchaser stating that Seller is not. a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code. 8.10. A copy of the original certificate of occupancy and any subsequent certificates of occupancy for the Improvements. 8.11. Such other instruments and documents as are necessary to vest title to the Real Property and Personalty absolutely in Purchaser and to enable Purchaser to enjoy the benefits of ownership thereof. Upon delivery of the foregoing items, Purchaser shall deliver to Seller the portion of the Purchase Price payable at the closing. 9. Taxes and Utilitv Chames. Real estate taxes due and payable in the calendar immediately preceding the Closing Date and in all prior years shall be paid by Seller. Real estate taxes due and payable in the year of the Closing Date shall be prorated between the Seller and Purchaser as of the Closing Date. All special assessments, whether or not then due, then levied against the Real Property or pending for improvements with respect to which, as of the Closing Date, the letting of contracts has been duly authorized by appropriate governmental action, shall be paid by Seller. Additionally, Seller shall pay, prior to closing, all current and delinquent utility bills pertaining to the Real Property and shall deliver appropriate receipts evidencing such payment at closing. 10. Income and Expenses. Possession. Seller agrees to deliver possession of the Real Property and Personalty to Purchaser on the Closing Date. All income and expenses shall be pro rated and adjusted as of the Closing Date. 11. Insurance. Seller hereby agrees that until the Date of Closing it will keep the real Property and Personalty insured against loss due to fire and other causes as are covered by "extended coverage" insurance. Such insurance shall be issued by an insurer authorized to issue insurance in the State of Minnesota and shall be in an amount equal to the full insurable value of the Improvements and Personalty, based on current replacement cost. Such policies shall at the option of Purchaser be assigned to Purchaser at closing. 12. Contine:encies. Notwithstanding anything to the contrary contained in this Agreement, the consummation of this Agreement and the closing provided in paragraph 8 hereof is hereby expressly conditioned upon Purchaser receiving assurances satisfuctory to Purchaser, in Purchaser's sole discretion, that: 8 12.1. Accuracv of Representations and Warranties. The representations and warranties of Seller contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the closing Date (Le., a representation that a state of facts exists on or as of the date hereof shall be deemed to be a representation that such state of fact exists on or as of the Closing Date, and a representation that a state of facts has or has not changed between a date prior to the date hereof and the date hereof shall be deemed to be a representation that such state of facts has or has not changed between such prior date and the Closing Date), except as affected by transactions contemplated hereby and except to the extent that any such representations or warranties which were made as of a specified date shall have been true on and as of such date. 12.2. Performance of Agreement. Seller has performed all obligations and agreements and conditions contained in this Agreement on Seller's part to be performed or complied with at or prior to the Closing Date. 12.3. Environmental Concerns. The Purchaser has satisfied itself as to the condition of the Real Property with respect to environmental concerns. Purchaser hereby agrees to indemnify and hold Seller harmless from any damages, liens, liabilities, injuries or costs (including reasonable attorneys fees) as may be incurred by Seller resulting :trom the entering onto of the Real Property by Purchaser for purposes of undertaking environmental audits. If the contingencies set forth in this paragraph 12 are not satisfied, Purchaser shall have the right to terminate this Agreement by giving written notice of termination to Seller on or before the Closing Date. In the event that Purchaser gives Seller any such written notice of termination, this Agreement shall be null and void and neither party shall have any further rights, obligations, or liability hereunder,. and any earnest money paid by Purchaser shall be returned. 13. Risk of Loss. Risk of loss to the Real Property and Personalty prior to the time of closing shall remain in Seller. In the event that, prior to the time of closing, proceedings for the condemnation of the Real Property, or any interest therein, or any portion thereof are conunenced by governmental authority having jurisdiction to do so, or the Real Property, or any interest therein, or any portion thereot: is damaged or destroyed, Purchaser may, at its option, terminate this Agreement by written notice to Seller whereupon this Agreement shall be null and void and neither party shall have any further rights, obligations, or liability hereunder and the earnest money paid by Purchaser shall be returned. In the event of any such condemnation, destruction or any damage to the Real Property, or any interest therein, or any portion thereot: Seller agrees to fully inform Purchaser regarding any insurance providing coverage with respect thereto and the probable amount of any condemnation award or insurance proceeds recoverable on account thereot: and Seller shall, if this Agreement is not terminated on account thereot: assign to Purchaser its rights to any such condemnation award or insurance proceeds. 14. Information. Seller agrees that it will, on or before the Closing Date, deliver to Purchaser all of its files relative to the maintenance and operation of the Real Property. Seller's 9 obligations under this paragraph shall continue beyond the Closing Date and Seller shall at any time and from time to time furnish Purchaser with any infonnation within the control of Seller reasonably requested by Purchaser and pertaining to the ownership, operation and maintenance ofthe Real Property or Personalty. 15. Indemnitv. Seller warrants and represents that it will indemnify and save Purchaser harmless from any loss, cost, or expense suffered or incurred by Purchaser, including attorneys' fees, arising out of, related to, or in any way connected with, a breach by Seller of its obligations, warranties, representations or agreements under this Agreement. 16. Notices. All documents to be delivered and all correspondence and notices to be given in connection with this Agreement shall be in writing and given by personal delivery or sent by registered or certified mail, return receipt requested, postage repaid, addressed as follows: If to Seller: Lanoga Corporation 125 Fifth Street West Winona, MN 55987-3557 If to Purchaser: The Hastings Housing and Redevelopment Authority 101 East Fourth Street Hastings, Minnesota 55033 Attention: Executive Director ! Each such mailed notice or communication shall be deemed to have been given to or served upon, the party to whom it is addressed on the date the same is deposited in the United States mail, postage prepaid, property addressed in the manner above provided. Either party hereto may change such party's address for the service of notice hereunder by written notice of said change to the other party hereto, in the manner above specified ten (10) days prior to the effective date of said change. 17. Assi2nment. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, their respective successors and assigns. 18. Commissions. Seller warrants and represents that it has dealt with no realtor or broker in connection with this transaction and will indemnify, defend and hold harmless Purchaser against any claim made by an agent or broker for a commission or fee based on acts or agreements of Seller. Purchaser warrants and represents that it has dealt with no realtor or broker in connection with this transaction and that it will indemnify, defend and hold harmless Seller against any claim made by an agent or broker for a commission or fee based on acts or agreements of Purchaser. 19. Survive Closin2. All of the covenants, warranties, and proVISIons of this Agreement shall survive and be enforceable after the closing of this transaction. 10 20. Comolete Ae:reement. This Agreement (including the Exhibits hereto) supersede all prior agreements and understanding, oral or written, between the parties hereto with respect to the subject matter hereof and cannot be changed or tenninated orally, and this Agreement constitutes the entire agreement ofthe parties as to the matters set forth herein. 21. Time of the Essence. Time is of the essence in the performance of this Agreement. 22. Caotions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 23. Relocation. In addition to the Purchase Price, the Purchaser will pay to the Seller $130,000 in relocation benefits in connection with its relocation of its business from the Real Property to the property that is the subject of the City Development Agreement. The Seller has been informed of the types and amounts of the relocation benefits that it might be eligible for under state or federal laws and regulations and accepts said amount in full satisfaction any obligation the Purchaser might have to pay such benefits. The Seller also acknowledges that the Purchaser' swillingness to pay the Purchase Price for the Real Property is predicated upon the Seller's agreement that the agreed upon payment by Purchaser satisfies Purchaser's obligation with respect thereto. 24. 1031 Exchane:e. Notwithstanding anything to the contrary contained herein, Purchaser consents to the assignment of all of Seller's right, title, and interest to the Real Property to a qualified intermediary within the meaning of Section 1031 of the Internal Revenue Code, which intermediary will transfer the Real Property to the Purchaser pursuant to the terms of this Agreement. Seller shall bear all expenses associated with or necessary to qualify this transaction as a tax-deferred exchange under said Section 1031 and agrees to defend, indemnify and hold Purchaser harmless from and against any and all claims, demands, damages, losses, liabilities, penalties, fines, lawsuits, orders and other proceedings and the costs and expenses thereof. 11 IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed in its name and behalf by its duly authorized representatives, and the Seller has caused this Agreement to be duly executed in its name and behalf by its duly authorized representatives on or as ofthe date first above written. Dated: SELLER LANOGA CORPORATION By Dale Kukowski, President By Bryan Rice, Vice President Dated: PURCHASER ! HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HASTINGS, MINNESOTA By Dennis Martodam, Chairman 12 EXHmIT A Description of Land " EXHmIT A Description of Land All Town of Hastings 1. Lot 1 and the East 1/3 of Lot 2 and the South ~ ofthe West ~ of the East 2/3 of Lot 2, Block 17,. 2. The North ~ ofthe West ~ of the East 2/3 of Lot 2 and the West 1/3 of Lot 2, Block 17. 3. Lots 7 and 8. Block 17. 4. The North 63 feet of Lot 1, Block 32. 5. The South 77 feet of Lot 1, Block 32. 6. The East ~ of Lot 2, Block 32. 7. The West ~ of Lot 2 and the East 18 feet of Lot 3, Block 32. SCHEDULE D BUSINESS SUBSIDY AGREEMENT By and Between CITY OF HASTINGS and LANOGA CORPORATION Dated: This document was drafted by: BRADLEY & DEIKE, P. A. 4018 West 65th Street, Suite 100 Edina, MN 55435 Telephone: (952) 926-5337 BUSINESS SUBSIDY AGREEMENT THIS AGREEMENT, made on or as of the day of , 2005, by and between the City of Hastings, Minnesota, a home rule charter city under the laws of the State of Minnesota (hereinafter referred to as the "City"), and having its principal office at 101 4th Street East, Hastings, Minnesota 55033-1955, and Lanoga Corporation, a Minnesota corporation (hereinafter referred to as the "Developer"), having its principal office at 125 Fifth Street West, Winona, Minnesota 55987-3557. WITNESSETH: WHEREAS, the Developer and the Authority have entered into a Purchase and Development Agreement dated as of , 2005, (the "Contract") pursuant to which the Developer has agreed to construct certain improvements on real property within the City of Hastings, Minnesota; and WHEREAS, in order to induce the Developer to undertake such development, the City has agreed in the Contract to provide certain assistance to the Developer through its sale of the property subject to the Contract to the Developer at a cost below market value; and WHEREAS, Minnesota Statutes. sections 116J.993 to 116J.995, provides that a government agency that provides financial assistance for certain purposes must enter into a business subsidy agreement setting forth goals to be met and the financial obligations of the recipient of the assistance if the goals are not met; and WHEREAS, the City and the Developer agreed in the Contract that they would enter into this Business Subsidy Agreement to satisfy the requirement of sections 1161.993 to 1161.995. 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: ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means Minnesota Statutes. Sections 116J.993-.995. "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Benefit Date" means the earlier of: (i) the date that the Improvements are completed; or (ii) the date that the Improvements are first occupied by the Developer. "City" means the City of Hastings, Minnesota. "Contract" means the Purchase and Development Agreement between the City and the Developer dated as of , 2005. "Developer" means Lanoga Corporation, a Minnesota Corporation, or its successors and assigns, or any future owners of the Property. "Improvements" means the construction activities to be undertaken by the Developer on the Property pursuant to the Contract. "Property" means the real property descn"bed as such in the Contract. "State" means the State of Minnesota. "Subsidy" means on any particular date $396,623.00, which is the value of the Property being conveyed to the Developer less the amount of the purchase price paid by the Developer. ARTICLE n Job and Wae:e Goals: Required Provisions Section 2.1. Employment and Wage Requirements. The Developer shall meet or cause to be met within two (2) years of the Benefit Date the wage and job goals set forth on the attached ExbJ."bit A. Section 2.2. Reports. The Developer must submit to the City a written report regarding business subsidy goals and results by no later than February 1 of each year, commencing February 1, 2006 and continuing until the later of (i) the date the goals stated Section 2.1 are met; (ii) 30 days after expiration of the five-year period descn"bed in Section 2.3; or (ill) if the goals are not met, the date the subsidy is repaid in accordance with Section 3.2. The report must comply with Section 116J.994, subdivision 7 of the Business Subsidy Act.. The City will provide information to the Developer regarding the required forms. If the Developer fails to timely file any report required under this Section, the City will mail the Developer a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, the Developer fails to provide a report, the Developer must pay to the City a penalty of $100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this Section $1,000. Section 2.3. Continuing Obligation. The Developer agrees that it will continuously operate the Improvements for the purposes described in the Contract for a period of at least five (5) years from the Benefit Date. Section 2.4. Required Provisions. The following provisions are required by the Act: 2 (a) By providing the Subsidy to the Developer the City is seeking to accomplish the public purposes of encouraging the development of property that is currently underutilized, expanding the tax base of the City and State, creating new job opportunities within the City at competitive wages, and achieving the relocation of an existing business ftom a property that is better suited for other uses. (b) The City has determined that the Subsidy is necessary because the Developer is unable to pay the full market value of the Property and still construct the Improvements of the size and quality proposed. By reducing the ftont end costs of the Developer's business expansion, more funds will be available for ongoing operations costs and the risk of failure will thereby be reduced. ( c) The Developer has no parent corporation. (e) The following is a list of all financial assistance ftom all other state or local government agencies: None. ARTICLE m Default Section 3.1. Defaults Defined. It shall be a default under this Agreement if the Developer fails to comply with any term or provision of this Agreement, and fails to cure such failure within thirty (30) days written notice to the Developer of the default, but only if the defauh has not been cured within said thirty (30) days. Section 3.2. Remedies on Default. The parties agree that the Subsidy is a forgivable loan, repayable only if the Developer fails to fulfill its obligations under sections 2.1 and 2.3 of this Agreement. Upon the occurrence of a failure to create jobs as required by Section 2.1 or a failure to continue operations as required by Section 2.3 the Developer shall repay to the City upon written demand :from the City a ''pro rata share" of the Subsidy and interest on the Subsidy at the implicit price deflator for government consumption expenditures and gross investment for state and local governments prepared by the bureau of economic analysis of the United States Department of commerce for the 12 month period ending March 31 of the year prior to the year in which the payment :from the Developer is due accruing ftom the Benefit Date. The term ''pro rata share" means percentages calculated as follows: (a) if the failure relates to the number of jobs, the jobs required less the jobs created, divided by the jobs required; (b) if the failure relates to wages, the number of jobs required less the number of jobs that meet the required wages, divided by the number of jobs required; (c) if the failure relates to a failure to continue operations of the Minimum Improvements in accordance with Section 2.3, sixty (60) less the number of months of operation (where any month in which the Improvements are in operation for at least fifteen (15) days constitutes a 3 month of operation), commencing on the Benefit Date and ending with the date the Developer ceases operation as reasonably determined by the City, divided by 60; and (d) if more than one of clauses (a) through (c) apply, the sum of the applicable percentages, not to exceed 100%. Section 3.3. Costs of Enforcement. Whenever any default occurs under this Agreement and the City shall employ attorneys or incur other expenses for the collection of payments due or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer under this Agreement, the Developer shall be liable to the City for the reasonable fees of such attorneys and such other expenses so incurred by the City; provided, that the Developer shall only be obligated to make such reimbursement if the City prevails in such collection or enforcement action. ARTICLE IV Miscellaneous Section 4.1. Provisions of Agreement Not Affected. This Agreement is not intended to modify or limit in any way the terms of the Contract. Section 4.2. 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 4.3. Modifications. This Agreement may be modified solely through written amendments hereto executed by the Developer and the City. The Developer and City agree that if the Act is amended by the State legislature so as to shorten or eliminate the requirement that this Agreement contain the operating covenant contained in Section 2.2 and such amendment applies to this Agreement, the Developer and City will amend this Agreement to reflect such amendment to the law. Section 4.4. Counter;parts. This Agreement may be executed m any number of counterparts, each of which shall constitute one and the same instrument. Section 4.5. Judicial Inter,pretation. Should any provision of this Agreement require judicial interpretation, the court interpreting or construing the same shall not apply a presumption that the. terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent or attorney prepared the same, it being agreed that the agents and attorneys of both parties have participated in the preparation hereof. The City and Developer agree that this Agreement is intended to satisfy the requirements of the Act, which is incorporated herein and made a part hereof by reference. In the event that any provision of this Agreement conflicts with the terms of the Act, the terms of the Act shall govern. 4 IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf and the 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 HASTINGS By ~chaeID. VVerner,~ayor By ~elanie ~esko Lee, City Clerk LANOGA CORPORATION By . Dale Kukowski, President By Bryan Rice, Vice President STATE OF MINNESOTA) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of . 2005, by ~chael D. VVerner, and Melanie ~esko Lee, the Mayor and City Clerk of the City of Hastings, a home rule charter city under the laws of the state of Minnesota. Notary Public STATE OF MINNESOTA) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of , 2005, by Dale Kukowski and Bryan Rice, the President and Vice President, respectively, of Lanoga Corporation, a Minnesota corporation, on behalf of the corporation. Notary Public 5 EXHmIT A Wage and Job Goals The Developer will create not less than 4 new full time or full time equivalent jobs at wages of not less than $13.00 per hour. 6 VIII-A-l MEMO To: From: Date: Re: Honorable Mayor and City Council Tom Montgomery June 30, 2005 Public Works Take Home Vehicle Policy Revisions Enclosed for Council approval are revisions to the Public Works Take Home Vehicle Policy that was adopted in 2000. I have enclosed copies of the existing policy and proposed changes for your review. The Public Works reorganization and change in job duties are prompting this proposed revision. The total number oftake home vehicles will drop from 6 to 3, reflecting the reduction of Public Works Maintenance supervisors from 4 to 2, and eliminating the take home vehicle for the Engineering inspector as emergency calls are now directed to the Standby Operator. With only 2 Public Works supervisors available to respond to all emergencies, I am also proposing to eliminate the requirement limiting take home vehicles to only supervisors who reside with the Hastings city limits. The proposed change is intended to provide faster response time to emergencies with a vehicle that is equipped with emergency lights and flashers, tool kits, first aid kits, and utility maps. With the Public Works Garage located on the east end of the City, requiring a supervisor responding to an emergency to drive to the Public Works Garage to get a City vehicle before driving to the site of the emergency adds significantly to the response time. Personal use of the take home vehicle would remain prohibited. Council is requested to adopt the enclosed revised Public Works Take Home Vehicle Policy. - ern' OF HASTIN6S CITY OF HASTINGS TAKE HOME VEHICLE POLICY Adopted 2/7/2000 Proposed Revision, July 2005 The City of Hastings recognizes that the Public Works Superintendent, Public Works Maintenance Supervisor, and the Standby Operator may be required to respond to after hours emergencies or duties. Accordingly, these supervisors and Standby Operator are pennitted to take a City vehicle home with them at the end of the workday. Personal use of take home vehicles is prohibited. The City vehicles may only be used for City business. ! (Existing Policy) CITY OF HASTINGS TAKE HOME VEHICLE POLICY Adopted 2/7/2000 The City of Hastings recognizes that the Street Superintendent, Street Foreman, Utility Superintendent, Assistant Utility Superintendent, Utility Department Duty Man and the Engineering Department Inspector may be required -to respond to after hours emergencies or duties. Accordingly, these supervisors, Utility Duty Man and inspector are permitted to take a City vehicle home with them at the end of the work day, with the following restrictions to its use: 1. Personal use of take home vehicles is prohibited. The City vehicles may only be used for City business. 2. A supervisor, Duty Man or inspector must reside within the city to be permitted to take home a vehicle. 3. The Engineering Department Inspector will be permitted to take home a vehicle only during the construction season, which is defmed as between May 1 and October 15 of each year. VIII-B-2 June 30, 2005 TO: The Honorable Mayor and Council FROM: John Grossman, HRA Director RE: Purchase and Development Agreement with Waterfront Lofts Waterfront Lofts is the entity created by Sherman Associates for the redevelopment of Phase I on Block 1. This agreement describes the terms of the sale of the lot and the use of tax increment for Phase I, the 28-unit condominium on Block 1. The attached memo from Ehlers summarizes the terms of the agreement. There are tax increment and site preparation provisions that relate Phase I to the development of Phase II and III. The purchase, site plans and assistance for later phases will be described in separate agreements. The agreement specifies the project is the site and building plans approved by Council and the streetscape Improvements on Ramsey, Tyler and Second, and the esplanade and trail on block 1. We have just completed comments and revisions of the Development Agreement and the Subdivison agreement. All parties will be reviewing them before the Council Meeting. There will likely be some last corrections and clarifications. These will be explained and provided at the Council Meeting. The HRA has approved the Purchase and Development Agreement, subject to Council taking the same action. Following execution of the agreement the developer will market the units and prepare construction plans. When 25% of the units have been sold, construction fmancing will be available and the property sale will be closed. Recommended Action: Adopt the resolution authorizing the Mayor and City Clerk to execute the Purchase and Development Agreement and attached documents. ". July 5, 2005 TO: The Honorable Mayor and City Council FROM: John Grossman, HRA Director RE: Purchase & Development Agreement with Waterfront Lofts Since sending the draft agreement to you last Thursday, the following two changes have been agreed to between the staff, consultants and developer. 1. The "Total Development Costs" (p. 8) description has been expanded to actually list the costs and set ceilings on certain costs as percentages to avoid disagreement in the future. 2. Warranty reserve (c. on p. 23). The escrow provision and future division of unused reserves have been removed in the new language. The developer is required by law to warranty the construction for ten years. Having the City involved for ten years is not necessary. The Subdivision Agreement (attached as Schedule L) is not finished. The Public Works Director and City Attorney are still working out the details with the Developer. We expect to complete it during the next two weeks and bring it back to Council on July 18th for approval. Approval of the Purchase and Development Agreement is a separate action and does not need to wait for approval of the Subdivision Agreement. Inc1: 2 pages responsibilities relative to the granting of easements, the maintenance of public areas and other similar matters, which agreement is attached to this Agreement as Schedule L. "Tax Increment" means that portion of the real property taxes paid with respect to Phase I and the Phase I Property which is paid by the County to the Authority, minus amounts required by law to be deducted by or paid to other governmental entities. "Tax Increment Act" means Minnesota Statutes, Section 469.174-469.179, as the same may be amended from time to time. "Tax Increment District" means the Authority's Tax Increment District No.4. "Tax Official" means any City or county assessor; County auditor; City, 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. "Total Development Costs" means the Redeveloper's actual costs of acquiring and constructing Phase I, estimates of which categories of costs and amounts are shown on the attached Schedule B. Actual costs will include a developer fee equal to 12% of total development costs (excluding developer overhead but including buyer upgrades as to condo units), developer overhead equal to 4% of total development costs excluding developer fee, and a warranty reserve equal to 1 % of the gross sales price of the condo units including buyer upgrades. In addition, Total Development Costs will include bridge loan costs which include Redeveloper's costs of funds during pre-development, return on equity kept in the project, and holding costs. Because these bridge loan costs are difficult to quantifY, these costs are fixed at $225,000 for purposes of the estimates attached as Schedule B and the final sources and uses for purposes of Section 3.15. "Unavoidable Delays" means delays which are the direct result of acts of God, unforeseen adverse weather conditions, strikes, other labor troubles, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority in enforcing its rights under this Agreement) which directly result in ~~. . g shall be prepared in a manner consistent with the preliminary sources and uses statement and shall be accompanied by a letter from an independent certified public accountant certifying that such accountant, without a full audit of Redeveloper's books, has reviewed the statement and that the statement accurately represents the Total Development Costs and Sales Proceeds incurred and derived by the Redeveloper in connection with the development of Phase I. The Redeveloper shall provide such other documentation as the Authority may request supporting the sources and uses statement. To the extent that the development of Phase I results in a Return to the Redeveloper, the aggregate amount of the Public Redevelopment Costs to be reimbursed through the issuance of the Note will be reduced by an amount equal to forty percent (40%) of the Return. If the Note has been issued at the time it is determined that the principal amount of the Note will be reduced, the Redeveloper shall return the Note to the Authority and the Authority will issue a new Note is such reduced principal amount. In lieu of returning the Note to the Authority for replacement, the Redeveloper may pay to the Authority the amount of the excess Return as determined pursuant to this subsection. (b) The Redeveloper may request that the Authority-issue the Refunding Note prior to the sale of all condominium units in Phase I. The Redeveloper and the Authority acknowledge that in order to market the Refunding Note it will be necessary to fix the principal amount of the Refunding Note and that the principal amount of the Refunding Note can not be subject to reduction as provided in this Section. Therefore, at the time of the issuance of the Refunding Note the Authority will undertake the analysis of the Redeveloper's Return from Phase I using projections of Sales Proceeds determined in a manner agreed upon by the parties. The Redeveloper and the Authority will enter into an escrow arrangement acceptable to them under which the Redeveloper will deposit into escrow nom the Sales Proceeds received nom the sale of units in Phase I the portion of such Sales Proceeds that, based on the parties' projections of Sales Proceeds to be realized nom the sale of such remaining units, is necessary to cover the Redeveloper's obligation to limit its Return as descn'bed in subsection (a) above. (c) The Redeveloper's financial pro forma for Phase I includes a warranty reserve equal to 1 % of the gross sale proceeds for the condominium units (including garage sales and buyer upgrades) to provide funds to meet the Redeveloper's construction warranty obligations owed to purchasers of condominiums in Phase I. For purposes of the Authority's analysis of the Return nom Phase I the warranty reserve shall be treated as if it had been spent by the Redeveloper as a cost incurred in the development 6f~hase I. Section 3.16. Access to Phase II Property and Phase III Property. (a) The Authority and Redeveloper have entered into a Right of Entry Agreement dated May 24,2005, under which the Authority has granted the Redeveloper the right to enter upon the Redevelopment Property to undertake certain testing, marketing and other activities related to the development of the Minimum Improvements. At the time that the Redeveloper commences site preparation activities on the Phase I Property it also intends to conduct certain grading and site preparation activities on the Phase II Property and the Phase III Property to prepare such parcels for the development of Phase II and Phase III (the "Phase II and Phase III Site Improvements") and to continue marketing activities on the Phase II Property. At the time of the Authority's conveyance of the Phase I Property to the Redeveloper, the Authority and the Redeveloper will execute the Access Agreement in the form attached to this Agreement as Schedule K which will 23 . EHLERS & ASSOCIATES INC o :IE LLI :IE To: Honourable Mayor and City Council Hastings HRA Board of Commissioners From: Jessica Cook and Sid Inman Subject: Terms for Development Agreement with Sherman ASsociates Date: June 24, 2005 Over the last two months, city staff, Ehlers, and Loren Brueggeman and have been refining the terms of a proposed Development Agreement for a 28 unit condominium project and related public improvements. The ftamework for the negotiations has been the business terms approved by the HRA and City CouncilIast April. The development agreement specifies: ----- · What is built . What public improvements will be installed and by whom . Who pays for the public improvements · The terms of the land sale . The amount and terms of tax increment financing provided by the City and HRA A final draft of the agreement has been prepared for your review and approval. Following is a summary of the key terms: Phasine: Consistent with the Master Concept Plan, there will be three phases of development on Block 1. Phase 1 is the 28 unit condo building and related public improvements, Phase 2 is the 22 condo units over retail, and Phase 3 is the restaurant. The Master Preliminary agreement stays in effect and provides a timeframe for Sherman to begin future phases in order to maintain his development rights to Blocks 1 and 3. The new Purchase and Development Agreement specifically addresses Phase 1. DeveloDer Sherman Associates has formed a limited liability company named Waterfront Lofts, LLC that will be the owner and developer of the 28-unit condo building, and subsequent phases on Block 1. In the agreement, this entity is referred to as the "Redeveloper." Page 1 of4 DeveloDment The Redeveloper agrees to construct the 28-unit condominium project according to the plans approved by the City and BRA. The BRA also authorizes the developer to enter its property for soil testing and setting up a marketing trailer. A separate Access Agreement will authorize the developer to remove old buildings, grade, and construct roads and parking on the Block 1 parcels still owned by the HRA. Public ImDrovements and Assessments All public improvements (except for the promenade, public restrooms, and trail) will be assessed. These include: ./ Reconstruction and streetscaping of Tyler and Ramsey Streets ./ Streetscaping 2nd Street ./ Burying utilities on Blocks 1,2, and 16 The Tyler Street reconstruction is anticipated to begin this fall. The reconstruction of Ramsey will occur in conjunction with the Three Rivers proJect. The cost of the improvements will be assessed to the benefiting property owners: Waterfront Lofts LLC, Three Rivers, and the BRA. Minimizinl! the Assessments the BRA Must Pay The first assessments for Tyler Street will be due in 2007. The HRA currently owns all of the parcels to be assessed, so thought has been given to how to minimize the BRA's costs for each lot. Phase 1: Waterfront Lofts LLC will be in ownership and pay the assessments when due. Phase 2 (Mixed Use): Even if the property is still owned by the HRA in 2007, the Redeveloper has agreed to pay the assessments for Phase 2. Ifhe fails to pay the assessments, the BRA will use tax increment ftom Phase 1 to pay them prior making payments on the tax increment note. Phase 3 (Restaurant): This parcel is not being assessed. Block 2 (Three Rivers): The lIRA is negotiating a sale to Mr. Abdo for the Three Rivers project, to be closed by spring, 2007. Once they own the property, the Three Rivers development entity will be obligation to pay the special assessments. Financinl! the Public Imorovements It is proposed that the City will issue temporary bonds to finance the public improvements. The bonds will be secured with special assessments. Temporary bonds have a term of up to three years, and have flexible prepayment. A portion of the temporary bonds will be repaid when the condos sell and prepay the special assessments. Permanent improvement bonds can be issued once the City knows how much of the assessments get pre-paid and how much will be collected over time. The permanent bonds will be structured to match the anticipated assessment payments. Page 2 of 4 FinancinS! the Promenade. Gazebo. Restrooms. and Trail The promenade will be constructed in conjunction with the new water main. It will provide a walkway and emergency access route between the new developments and the river. It is contemplated that the promenade, gazebo, restrooms, and public trail will be paid for with land sale proceeds. The construction schedule will need to be coordinated with the timing of the land sales, to ensure funds are available when needed. Land Transfer to Waterfront Lofts. LLC The HRA owns the land on Block 1. The land will be platted and transferred phase by phase, so Waterftont Lofts, LLC only gets title to the property as each phase is developed. The HRA intends to sell the land for Phases 1 and 2 at :fu.ir market value. It is anticipated that the BRA will have to write-down the land price for the restaurant. Land FinaneinS! - The BRA is providing a land note in lieu of receiving cash at closing. The terms of the note are as follows. Purchase Price: Security: Rate: Repayment: Payment in Full: $562,000 Second mortgage and a guarantee ftom Sherman Associates, Inc. 3.75% simple interest Approximately $20,000 repaid upon sale of each condo unit The earlier of l)the sale of the 24th condo, or 2) 18 months. ParkinS! The BRA will construct a paved, lit, and landscaped public parking lot at the southeast comer of Second and Tyler (Block 16) that will provide about 100 stalls. During the construction of Phase 1 the Redeveloper will maintain parking on the existing lot at the northeast comer of Tyler and Second. The BRA intends to pay for its parking lot with an interfund loan, and will be able to repay itself ftom tax increment if all of the proposed development occurs. Tax Increment FinaneinS! (11F) TIF assistance may be used to pay for eligible costs when the project proforma indicates assistance is necessary to achieve a market rate of return. EliglDle costs include public improvements and assessments, demolition, site preparation, excavation, public parking, etc. Loren Brueggeman has agreed to a fixed developer fee that provides a return consistent with other for-sale redevelopment projects. The Redeveloper has established the need for tax increment assistance to pay for $835,000 of redevelopment costs for Phase 1. In addition, the Agreement provides that the BRA will provide more TIF if environmental remediation is required. After the public improvements are installed, the BRA will issue a tax increment revenue note to the Redeveloper. The note carries no general obligation risk to the City or the BRA and the BRA's obligation to pay principal and interest on the TIF note is limited to 90% of the increment from Phase L Page 3 of4 The Redeveloper expects to sell the TIF Note to an investment banker when the project is completed. The HRA is agreeing in advance to refinance the TIF note to reflect the then current market conditions. The refinanced note will still limit the Redeveloper to $835,000 in net proceeds, and will still be payable solely from 90% of the increment. When the project is completed, the HRA and City will review the final project sources and uses. If the developer ends up making more than the agreed upon return, the "excess return" will be distributed 40% to the HRA and 60% to the Redeveloper. ComDletion of Phases 2 and 3 The development agreement has been negotiated to induce Waterftont Lofts, LLC to undertake future phases. ./ Sherman bas agreed to pay the special assessments o.n Phase 2 prior to owning the land. Ifhe fuils to pay, the HRA will deduct the payment from their annual payment on the Phase 1 TIF note. ./ The agreement delays reimbursement for Phase 2 site costs until the Redeveloper commences construction on Phase 2 or the property is sold to another developer. Nonetheless, there may be reasons outside of the Redeveloper's control, such as a weak condo market, that preclude Loren Brueggeman ftom developing Phase 2 as currently planned. If that is the case, the Redeveloper, the BRA, and the City can mutually agree that Phase 2 is not feasible, and the HRA will use increment from Phase 1 to pay the assessments and reimburse the Redeveloper for site costs As indicated in the attached Sources and Uses Statement for the overall redevelopment area, tax increment ftom Phase 1 and Three Rivers will be required to complete the mixed-use project and the restaurant Risks to the BRA and City While the Development Agreement has been negotiated to limit the City and HRA's financial exposure, there two risks inherent in the agreement. Nonpayment of Special Assessments: If the Redeveloper or Three Rivers do not pay their special assessments, the City will have to levy for them until the land is transferred to a new developer. Increment Available for Phase 2: Current estimates project that about $190,000 ofTIF (present value) will be available from Phase 1 to assist Phase 2. If interest rates are higher when the HRA refinances the TIF note, more increment will be needed to service the debt, and less increment will be available for Phase 2. Page 4 of4 CITY OF HASTINGS CITY COUNCIL Resolution July 5, 2005 RESOLUTION AUTHORIZING THE PURCHASE AND DEVELOPMENT AGREEMENT WITH WATERFRONT LOFTS, LLC Council Member resolution: offered and moved the following WHEREAS the Housing and Redevelopment Authority (Authority) was created pursuant to and authorized by City Council August 3, 1971 to transact business and exercise its powers pursuant to the act, and WHEREAS the Authority has undertaken a program for the clearance and reconstruction or rehabilitation of blighted, deteriorated, deteriorating, vacant, unused, underused and inappropriately used property in carrying out redevelopment projects for the Downtown Redevelopment TIF District and Area pursuant to the plan adopted December 3, 1974, and subsequently amended; and in order to achieve the objective of the Plan, the Authority acquired property on Block 1,2, 3 and 16, Town of Hastings; and WHEREAS the City and Authority adopted a master redevelopment plan for the Heart of Hastings and advertised for redevelopment proposals for the property in June, 2003; and WHEREAS The City and Authority selected Shennan Associates, Inc. as the developer, entered into a master preliminary agreement for the redevelopment area with the developer on January 4,2005, and reviewed and approved the site and building plans for Phase I, a 28 - unit residential condominium and approved replatting the block as Lots 1, 2 and 3, Block 1, Riverfront Addition on May 16, 2005; and WHEREAS the City Council approved Tax Increment District #4 within the Downtown Redevelopment Area including Block 1, Town of Hastings on February 7, 2005; and WHEREAS Shennan Associates has established Waterfront Lofts, LLC to develop the property; and WHEREAS the proposed Phase I development is consistent with City Comprehensive Plan and the Downtown Master Plan; and WHEREAS the City Council believes that the redevelopment of Lot 2 pursuant to the Purchase and Redevelopment Agreement is in the best interests of the City and the welfare of its residents, and in accord with the provisions of applicable state and local laws and requirements. under which the project has been undertaken and is being assisted, and WHEREAS the Authority held a public hearing on the sale of the property on June 9 and 28, 2005; NOW THEREFORE, be it resolved that the Mayor and City Clerk are authorized to execute all documents on behalf of the City of Hastings to carry out the intent of this resolution. The motion was seconded by council member put to a vote, and being Ayes: Nays: ! Absent: WHEREUPON the Mayor declared this Resolution duly adopted; Michael D. W emer, Mayor Attest: Melanie Mesko Lee Assistant Adminstrator / City Clerk SEAL J: \Sherman \Agreement. Council. Resolutlon.doc June 30, 2005 PURCHASE AND DEVELOPMENT AGREEMENT By and Between HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HASTINGS, CITY OF HASTINGS, MINNESOTA, ! and WATERFRONT LOFTSLLC Dated: , 2005 This document was drafted by: BRADLEY & DEIKE, P. A. 4018 West 65th Street, Suite 100 Edina, MN 55435 Telephone: (952) 926-5337 TABLE OF CONTENTS ~ PREAMBLE 1 ARTICLE I Definitions Section 1.1. Definitions 3 ARTICLE n Reoresentations Section 2.1. Representations by the Authority Section 2.2. Representations by the City Section 2.2. Representations by the Redeveloper 9 9 10 ARTICLE m Convevanee of Prooertv Section 3.1. Status of Development Proposal Section 3.2. Agreement to Sell Section 3.3. Conditions Precedent to Conveyance Section 3.4. Title Section 3.5. DeIl1olition; Environmental Matters Section 3.6. Closing; Taxes Section 3.7. Access to Property Section 3.8. Copies of Reports Section 3.9. Authority Costs Section 3.10. Construction and Financing of Public Improvements Section 3.11. Public Redevelopment Costs Section 3.12. Issuance of Note, Refunding Note and Excess Costs Note Section 3.13. Conditions Precedent to Issuance of Note, Refunding Note and Excess Costs Note 11 11 12 13 14 14 15 15 15 16 18 18 21 (i) Section 3.14. Phases II and III and the Block 29 Project Section 3.15. Adjustment for Return Section 3.16. Access to Phase II Property and Phase III Property 22 22 23 ARTICLE IV Construction of ImDrovements Section 4.1. Construction of Phase I Section 4.2. Construction Plans Section 4.3. Commencement and Completion of Construction 25 25 26 ARTICLE V Insurance Section 5.1. Insurance 27 ARTICLE VI , Taxes: Tax Increment Section 6.1. Real Property Taxes 28 Section 6.2. Creation of Tax Increment District 28 Section 6.3. Tax Increment 28 ARTICLE VII Financinl! Section 7.1. Financing 29 Section 7.2. Limitation on Encumbrance of Property 29 Section 7.3. Subordination 29 ARTICLE VIII Prohibitions Al!ainst Assil!nment and Transfer: Indemnification Section 8.1. Proln"bition Against Transfer of Property and Assignment of Agreement 30 Section 8.2. Release and Indemnification Covenants 30 (ii) ARTICLE IX Events of Default 31 31 31 31 Section 9.1. Events of Default Defined Section 9.2. Remedies on Default Section 9.3. Revesting of Title in Authority Section 9.4. No Remedy Exclusive Section 9.5. No Additional Waiver Implied by One Waiver Section 9.6. Effect of Termination of Agreement Section 9.7. Costs of Enforcement 32 32 32 ARTICLE X Additional Provisions Section 10.1. Representatives Not Individually Liable Section 10.2. Restrictions on Use Section 10.3. Provisions Not Merged With Deed Section 10.4. Titles of Articles and Sections Section 10.5. Notices and Demands Section 10.6. Disclaimer ofRelationsbips Section 10.7. Modifications Section 10.8. Counterparts Section 10.9. Judicial Interpretation Section 10.10. Business Subsidy Agreement Section 10.11. Termination 33 33 33 33 33 33 34 34 34 34 34 SCHEDULE A SCHEDULE B SCHEDULE C SCHEDULE D SCHEDULE E SCHEDULE F SCHEDULE G SCHEDULE H SCHEDULE I SCHEDULEJ SCHEDULE K SCHEDULE L Description of Redevelopment Property Property Sources and Uses Statement Site Plan Elevations and Floor Plans Description of Public Improvements Form of Land Note Form of Guaranty Agreement Form of Note Estimated Allocation of Assessments Parking Plan Access Agreement Subdivision and Development Agreement (ill) PURCHASE AND DEVELOPMENT AGREEMENT THIS AGREEMENT, made on or as of the _ day of , 2005, by and between the Housing and Redevelopment Authority In and For the City of Hastings, a public body corporate and politic (hereinafter referred to as the "Authority"), having its principal office at 101 Fourth Street East, Hastings, Minnesota 55033, the City of Hastings, a home rule charter city under the laws of the state of Minnesota (hereinafter referred to as the "City"), having its principal office at 101 Fourth Street East, Hastings, Minnesota 55033, and Waterfront Lofts LLC, a Minnesota limited liability company (hereinafter referred to as the "Redeveloper"), having its principal office at 233 Park Avenue South, Minneapolis, Minnesota 55415. WITNESSETH: WHEREAS, the Authority was created pursuant to Minnesota Statutes, sections 469.001- 469.047 (the "Act") and was authorized to transact business and exercise its powers by a resolution of the City Council of the City pursuant to the Act; and WHEREAS, the Authority has established within the City its Redevelopment Project No. 1, a "redevelopment project" as defined in the Act, providing for the development and redevelopment of certain areas located within the City (which redevelopment project is hereinafter referred to as the "Project"); and , WHEREAS, the Authority also established its Tax Increment Financing District No.4 (the "Tax Increment District") pursuant to Minnesota Statutes, sections 469.174 to 469.179 (the ''Tax Increment Act") to provide a source of financing to fund certain costs of the redevelopment of the Project; and WHEREAS, the Authority and the City own certain real property within the Project (which real property is referred to herein as the "Redevelopment Property"); and WHEREAS, the Redeveloper has presented to the Authority and the City a proposal for the redevelopment of the Redevelopment Property thr~ugh the construction of a multi-phased mixed use residential and commercial development (the "Minimum Improvements"); and WHEREAS, the Redeveloper proposes to proceed with the first phase of the Minimum Improvements and to continue to refine the design and investigate the feasibility of the other phases of the Minimum Improvements; and WHEREAS, pursuant to the Act the Authority and the City are authorized to make their property available for development by private parties but must take measures to insure that development approved by the Authority and City in connection with such transfer of property actually occurs; and WHEREAS, the Authority, the City and the Redeveloper desire to enter into this Agreement to set forth the terms under which the Authority and City will sell the Redevelopment Property to the Redeveloper and the Redeveloper's obligations to develop such property through the construction of improvements thereon. NOW, THEREFORE, in consideration of the mutual covenants and obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 2 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears ftom the context: "Access Agreement" means the Access Agreement in the form of the agreement attached hereto as Schedule K to be entered into between the Authority and the Redeveloper as descn"bed in Section 3.16 of this Agreement. "Act" means Minnesota Statutes. Sections 469.001-469.047, as amended.. "Affiliate" means any Person directly or indirectly controlling or controlled by or under direct or indirect common control with a Person and any purchaser of all or substantially all of the assets of such Person. For this purpose, "control" means the power to direct management and policies, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have correlative meanings. "Agreement" means this Agreement, as the same may be ftom time to time modified, ~ended, or supplemented. "Assessments" means the special assessments to be levied as descn"bed in Section 3.10 , against the Redevelopment Property and other properties in the City's downtown area. "Authority" means the Housing and Redevelopment Authority In and For the City of Hastings, or any successor or assign. "Authority Property" means that portion of the Redevelopment Property that is owned by the Authority, as indicated on Schedule A attached to this Agreement. "Available Tax Increment" means, subject to reduction as provided in section 3.2(b)(iv) and section 3.10(f) of this Agreement, ninety percent (90%) of the Tax Increment that is received by the Authority in the six (6) month period immediately preceding a Scheduled Payment Date under the Note or, with respect to the Refunding Note, during the period following the last payment date under the Refunding Note until the next payment date. "Block 29 Project" means the development to be undertaken by the Redeveloper on Block 29, as referenced in the PreHminary Agreement, currently envisioned to consist of the development of 5 or 6 townhouses and 2 flats. "City" means the City of Hastings, Minnesota. "City Property" means that portion of the Redevelopment Property that is owned by the City, as indicated on Schedule A attached to this Agreement. 3 "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which shall be at least as detailed as the plans to be submitted to the building inspector of the City and shall include such supplemental information as the Authority and City may require. "County" means Dakota County, Minnesota. "Eligible Costs" means costs of acquisition, relocation and improvements on or adjacent to the Redevelopment Property, eligible for reimbursement by the Authority with Tax Increment under the Tax Increment Act. "Environmental Assessments" means the phase one environmental assessments obtained by the Authority concerning the Redevelopment Property and descn1>ed in Section 3.5 of this Agreement. "Event of Default" means an action listed in Section 9.1 of this Agreement. "Excess Costs Note" means the tax increment revenue note that may be issued by the Authority as descn1>ed in Section 3. 12(e) of this Agreement. "Fair Market Value" means the estimated fair market value as determined by the "Three Appraiser Method," whereby the Redeveloper and the Authority each select an appraiser who submits a sealed appraisal. Upon simultaneous opening of the two appraisals, Fair Market Value shall be defined as the arithmetic average between the two appraisals, unless the two appraisals shall be more than 5.0% apart in value. If the two appraisals are more then 5.0% apart, the two appraisers shall jointly select a third appraiser and the Fair Market Value shall be determined as the arithmetic average between the three appraisals. If the two appraisers cannot agree upon the selection of a third appraiser, either the Redeveloper or the Authority may submit the selection to binding arbitration. "Holder" means the owner of a Mortgage. "Hazardous Substances" means asbestos, urea formaldehyde, polychlorinated biphenyls, nuclear fuel or materials, chemical waste, radioactive materials, explosives, known carcinogens, petroleum products and also all dangerous, toxic or hazardous pollutants, contaminates, chemicals, materials or substances defined as hazardous or as a pollutant or contaminant in, or the release or disposal of which is regulated by, any Laws or Regulations, as hereafter defined. Laws or Regulations mean and include the Comprehensive Environmental Response and Liability Act ("CERCLA" or the Federal Superfund Act) as amended by the Superfund Amendments and Reauthorization Act of 1986 (''SARA'') 42 U.S.C. 9601-9675; The Federal Resource Conservation and Recovery Act of 1986 ("RCRA"); the Clean Water Act, 33 U.S.C. 1321, et seq.; the Clean Air Act 42 U.S.C. 7401, et seq., all as the same may be from time to time amended, and any other federal, state, county, municipal, local or other statute, law ordinance or regulation which may relate to or deal with human health or the environment including, without limitation, all regulations promulgated by a regulatory body pursuant to any such statute, law or ordinance. 4 "Land Note" means the promissory note in the form attached to this Agreement as Schedule F to be executed by the Redeveloper and delivered to the Authority pursuant to Section 3.2(b) to evidence the Redeveloper's obligation to pay the Purchase Price. "Minimum Improvements" means the construction by the Redeveloper to occur on the Redevelopment Property consisting of Phase I and, subject to the later agreement of the parties as contemplated by the Preliminary Agreement, Phase II and Phase III, all in accordance with the Construction Plans. . "Mortgage" means any mortgage made by the Redeveloper which is secured, in whole or in part, by the Redevelopment Property, or any portion thereot: and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. ''Net Development Costs" means Total Development Costs minus the Net Refunding Note Proceeds. ''Net Refunding Note Proceeds" means the principal amount of the Refunding Note minus capitalized interest and all costs of issuance of the Refunding Note approved by the Authority, in its reasonable discretion. ''Note'' means the taxable tax increment revenue note to be issued by the Authority to the Redeveloper pursuant to Section 3.12(a) of this Agreement to reimburse the Redeveloper for its , payment of the Public Redevelopment Costs. "Overall Redevelopment Property" means the property descn"bed as such in the Preliminary Agreement. "Parking Plan" means the plan set forth on Schedule J to this Agreement showing the location of public parking on the Redevelopment Property during the construction of Phase I and during the site work to be performed on the Phase II Property and the Phase III Property as descn"bed in Section 3.16 of this Agreement. "Permitted Encumbrances" means reservations of minerals or mineral rights to the State of Minnesota; applicable building laws, regulations and ordinances; real estate taxes that Redeveloper agrees to payor assume pursuant to this Agreement; encroachments of any buildings or improvements located on the Redevelopment Property that are to be demolished in order to construct the Minimum Improvements; exceptions to title to the Redevelopment Property which are not found objectionable by Redeveloper upon examination of the abstract of title or the title insurance commitment to be delivered to the Redeveloper pursuant to Section 3.4 of this Agreement; and the terms and provisions of this Agreement. "Person" means any individual, corporation, partnership, joint venture, limited liability company or partnership, association, trust, unincorporated organization, or government, or any agency or political subdivision thereof. 5 "Phase" means Phase I, Phase II and/or Phase III. "Phase II and Phase III Site Improvements" means those improvements to the Phase II Property and the Phase III Property to be undertaken by the Redeveloper at the time it undertakes site improvements on the Phase I Property, all as is described in Section 3.16 of this Agreement. "Phase I" means that portion of the Minimum Improvements to be constructed on the Phase I Property consisting of the construction of 28 for-sale muhi- family housing units with underground parking and related improvements. "Phase II" means that portion of the Minimum Improvements currently proposed to be constructed on the Phase II Property consisting of the construction of approximately 22 for-sale housing units with underground parking, a retail component of approximately 5,000 square feet, and related improvements. "Phase III" means that portion of the Minimum Improvements currently proposed to be constructed on the Phase III Property consisting of the construction of a restaurant and banquet facility, together with related improvements. "Phase I Property" means that portion of the Redevelopment Property described as such on the attached Schedule A on which Phase I will be built. "Phase II Property" means that portion of the Redevelopment Property descnDed as such on the attached Schedule A on which Phase II is proposed to be built. "Phase III Property" means that portion of the Redevelopment Property described as such on the attached Schedule A on which Phase III is proposed to be built. "Preliminary Agreement" means the Master Preliminary Development Agreement between the City, the Authority and the Developer dated as of January 3, 2005. "Project" means the Authority's Redevelopment Project No.1. "Project Area" means the real property located within the boundaries of the Project. "Public Improvement Bonds" means bonds issued by the City as described in Section 3.10 of this Agreement payable :trom assessments levied against the Redevelopment Property and other benefited properties. The term "Public Improvement Bonds" shall also mean any bonds or obligations issued to refinance the Public Improvement Bonds. ''Public Improvements" means the public improvements described on the attached Schedule E to be constructed by the City pursuant to Section 3.10 of this Agreement. "Public Redevelopment Costs" means those EligiQIe Costs to be incurred by the Redeveloper in connection with the m:quisition and redevelopment of the Redevelopment Property to be paid by the Redeveloper and reimbursed by the Authority with Available Tax 6 Increment pursuant to this Agreement, which costs are described on Schedule B to this Agreement. "Purchase Price" means the amount to be paid by the Redeveloper to acquire the Phase I Property :trom the Authority as described in Section 3.2 of this Agreement. "Redeveloper" means Watemont Lofts LLC, a Minnesota limited liability company, its successors and assigns. "Redevelopment Property" means the real property described in Schedule A of this Agreement. "Refunding Note" means the tax increment revenue note that maybe issued by the Authority to refund the Note as descn'bed in Section 3.12(d) of this Agreement. "Return" means the amount by which the Net Development Costs are les's than Sales Proceeds, which estimated amount is shown on the sources and uses statement attached to this Agreement as Schedule B as "Project Return! (Gap)." "Sale" means any sale, direct or indirect, conveyance, assignment, transfer, exchange or other disposition of all or a part of the Redeveloper's interest in any condominium unit of Phase I, to any person other than an Affiliate. "Sales Proceeds" means any and all consideration of any kind whatsoever, whether direct or indirect, that is received by the Redeveloper (or any other party that is an Affiliate of the Redeveloper) for, or in connection with, the Sale of the condominium units in Phase I, including without limitation, the stated purchase prices, cash, notes, and any indebtedness assumed and/or to which the units in Phase I are then subject, reimbursement of prepaid expenses, contracts for the Redeveloper's service and the service of an Affiliate of the Redeveloper and noncustomary net prorations in mvor of the Redeveloper. Notwithstanding the foregoing, if the sale of a unit in Phase I is other than an arms-lengths sale to a third party, at the option of the Authority, Sales Proceeds with respect to such sale shall mean the Fair Market Value of the transferred property or a value based on comparable sales within Phase I as mutually agreed upon by the Authority and the Redeveloper. "Site Plan" means the Site Plan attached to this Agreement as Schedule C, which shows the proposed location and elevations of the Minimum Improvements. "Scheduled Payment Date" means a date on which the Authority is to make a payment under the Note. "State" means the State of Minnesota. "Subdivision Development Agreement" means the agreement executed by the City and the Redeveloper pursuant to the City's planning approval process detailing the Redeveloper's 7 responsibilities relative to the granting of easements, the maintenance of public areas and other similar matters, which agreement is attached to this Agreement as Schedule L. "Tax Increment" means that portion of the real property taxes paid with respect to Phase I and the Phase I Property which is paid by the County to the Authority, minus amounts required by law to be deducted by or paid to other governmental entities. "Tax Increment Act" means Minnesota Statutes. Section 469.174-469.179, as the same may be amended from time to time. "Tax Increment District" means the Authority's Tax Increment District No.4. "Tax Official" means any City or county assessor; County auditor; City, County or State board of equaIization, 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. 'VJ'otal Development Costs" means the Redeveloper's costs of acquiring and constructing Phase I, estimates of which costs are shown on the attached Schedule B. "Unavoidable Delays" means delays which are the direct result of acts of God, unforeseen adverse weather conditions, strikes, other labor troubles, fire or other casuahy to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit , (other than the Authority in enforcing its rights under this Agreement) which directly result in delays. 8 ARTICLE II ReDresentations Section 2.1. Representations by the Authority. The Authority makes the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is a municipal housing and redevelopment authority organized and existing under the Act. Under the laws of the State, the Authority has the power to enter into lhis Agreement and to perform its obligations hereunder. (b) To the best of the Authority's knowledge and belief: the Project is a redevelopment project that was created in accordance with the provisions of the Act. (c) To the best of the Authority's knowledge and belief: the Tax Increment District is a redevelopment district that was created in accordance with the provisions of the Tax Increment Act. (d) There is not pending, nor to the best of the Authority's knowledge is there threatened, any suit, action or proceeding against the Authority before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the Authority to perform its obligations hereunder, or as contemplated hereby or thereby, or the validity or enforceability of this Agreement. ( e) There are no purchase agreements, leases or other permanent occupancy agreements affecting the Authority Property, other than leases which shall be terminated prior to conveyance of the Authority Property to the Redeveloper, with any person other than the Redeveloper. (f) The Authority has provided to the Redeveloper the Environmental Assessments, which constitute all of the information that the Authority has in its possession concerning the environmental conditions existing on the Redevelopment Property. (g) Except for matters disclosed in the Environmental Assessments, the Authority is not aware of the existence of any other Hazardous Substances or other adverse environmental conditions existing on the Redevelopment Property. Section 2.2. Re,presentations 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 home rule charter city under the laws of the State. Under the laws of the State, the City has the power to enter into this Agreement and to perform its obligations hereunder. 9 (b) There is not pending, nor to the best of the City's knowledge is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or as contemplated hereby or thereby, or the validity or enforceability of this Agreement. (e) There are no purchase agreements, leases or other permanent occupancy agreements affecting the City Property, other than leases which shall be terminated prior to conveyance of the City Property to the Redeveloper, with any person other than the Redeveloper. Section 2.3. Re.presentations by the Redeveloper. The Redeveloper makes the following representations as the basis for the undertaking on its part herein contained: (a) The Redeveloper is a limited liability company duly organized and in good standing under the laws of the State, is not in violation of any provisions of its articles of organization, bylaws or the laws of 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 sole member. (b) The Redeveloper will construct the Minimum Improvements in accordance with the terms of this Agreement and all local, state and federal laws and regulations (including, but not limited to, environmental, engineering, zoning, building code and public health laws and regulations), except for variances necessary to construct the improvements contemplated in the Construction Plans approved by the Authority and City. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfi11ment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach ot; the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a defu.ult under any of the foregoing. All representations set forth in Sections 2.1, 2.2 and 2.3 of this Agreement shall be true and correct in all material respects as of the date of closing on conveyance of each parcel of the Redevelopment Property to the Redeveloper. 10 ARTICLE m CODvevance of Prooertv Section 3.1. Status of Development Proposal. The Authority is the owner of the Authority Property and the City is the owner of the City Property. In response to a request for development proposals from the Authority and City, the Redeveloper submitted a proposal to redevelop the Redevelopment Property through the construction of a mixed use residential/commercial development. The Authority, the City and the Redeveloper entered into the Preliminary Agreement, pursuant to which the Redeveloper continued to refine its proposal for redeveloping the Redevelopment Property and the Overall Redevelopment Property. The Authority, the City and the Redeveloper have agreed that it is in their respective best interests for the Redeveloper to proceed with the development of Phase I while continuing to refine its plans for Phases II and III and the Block 29 Project. Therefore, the Authority and the City agree that they will convey the Phase I Property to the Redeveloper for the development of Phase I and the Redeveloper will continue to prepare and refine its proposals for Phase II, Phase III and the Block 29 Project. 3.2 Agreement to Sell. (a) In consideration of the covenants hereinafter set forth and other valuable consideration, the sufficiency of which is hereby acknowledged, the Authority agrees to sell to the Redeveloper and the Redeveloper agrees to buy from the Authority the Phase I Property. , (b) The Purchase Price to be paid by the Redeveloper to acquire the Phase I Property shall be Five Hundred and Sixty Two Thousand Dollars ($562,000.00). The Purchase Price shall be payable on the following terms: (i) At the closing on the conveyance of the Phase I Property to the Redeveloper, the Redeveloper shall execute and deliver to the Authority the Land Note. Interest shall accrue on the unpaid balance due under the Land Note at the rate of three and seventy five one hundredths percent (3.75%) per year until the entire principal amount of the Land Note is paid in full. Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day months. At the time of conveyance by the Redeveloper of each condominium unit in Phase I to a purchaser thereof, there shall be paid by the Redeveloper to the Authority the sum of $20,071.43, plus the amount of accrued interest under the Land Note that is attn"butable to $20,071.43 of the principal amount of the Land Note, to be applied to the outstanding balance of the Land Note. The principal amount of the Land Note and all accrued interest thereon shall be payable in full on the earliest of: (1) the time of Sale of the twenty fourth (24th) condominium unit in Phase I; (2) eighteen (18) months after the conveyance of the Phase I Property to the Redeveloper; or (3) the time of the Redeveloper's sale of the Note to a Person, other than an Affiliate, or the Authority's issuance of the Refunding Note as described in Section 3.12(d). 11 (ii) The Redeveloper's obligations to pay the Purchase Price under the Land Note shall be guaranteed by Shennan Associates, Inc., pursuant to a guaranty agreement in the form attached hereto as Schedule G. (ill) The Redeveloper's obligations under the Land Note shall also be secured by a mortgage granted to the Authority on the Phase I Property, which mortgage shall be in a form acceptable to the Authority and shall grant the Authority a lien on the Phase I Property that is subject only to Permitted Encumbrances and the lien of the first mortgage granted by the Redeveloper to its lender of financing for construction of Phase I. The Authority will at the time of sales of individual condominium units in Phase I release such sold units from the lien of the mortgage. (iv) If the Redeveloper fails to pay the Purchase Price when such payment is due under the terms of the Land Note, Available Tax Increment will be applied to the payment of the Purchase .Price, plus accrued interest, until all amounts under the Land Note are paid prior to the payment of any amounts due under the Note. Section 3.3. Conditions Precedent to Conveyance of Phase I Property. The Authority's obligation to convey the Phase I Property to the Redeveloper and the Redeveloper's obligation to purchase the Phase I Property shall be subject to satis:fu.ction of all of the following conditions precedent: ! (a) The Redeveloper having obtained the requisite approval of the Authority hereunder and all applicable governmental agencies and instrumentalities, municipal, county, state and federal, to the redevelopment of the Phase I Property through the construction of Phase I in accordance with the Redeveloper's development plans and Construction Plans. (b) The Redeveloper having obtained the following to the extent required: (i) amendments, revisions, exceptions or changes as may be necessary to applicable zoning codes and ordinances; (ii) conditional use permit approval from the City, including the execution of a conditional use permit agreement between the City and the Redeveloper, (ill) building permits for Phase I; (iv) approval of any necessary vacations of public rights of way; (v) roadway access rights and permits; (vi) erlvironmental consents, if necessary; (vii) approval of any replatting of the Phase I Property; and (viii) all other governmental approvals that are necessary in order to allow the construction and operation of Phase I in accordance with the Redeveloper's Construction Plans. (c) The Redeveloper having reviewed and approved, or waived any objections to, title to the Phase I Property pursuant to Section 3.4 of this Agreement. (d) The Redeveloper having secured a conunitment for construction loan financing sufficient for the acquisition of the Phase I Property and construction of Phase I. 12 (e) The Redeveloper having closed on its financing for construction financing sufficient for the acquisition of the Phase I Property and construction of Phase I and having satisfied all conditions that must be satisfied before disbursement of the proceeds of the financing for acquisition and construction purposes; provided that the Redeveloper's closing on construction financing may occur simultaneously with the conveyance of the Phase I Property to the Redeveloper. (f) The Redeveloper having satisfied itself that the actions to be taken to remediate the adverse environmental conditions identified on the Phase I Property pursuant to Section 3.7 of this Agreement will be sufficient to remediate all known environmental conditions. (g) The Redeveloper having satisfied itself that the soil conditions on the Phase I Property are acceptable for its purposes. (h) The final plat of the Redevelopment Property having been recorded with the County; provided that the recording of the final plat may occur simultaneously with the conveyance of the Phase I Property to the Redeveloper. (i) The City and the Authority having been provided and approved the organizational documents related to the creation of the condominium association for Phase I. In the event that all of the above conditions precedent have not been satisfied, or waived in writing by the Authority, the City and the Redeveloper, by June 30, 2006, the Authority, the City or the Redeveloper may terminate this Agreement by giving written notice of termination to the other parties, whereupon this Agreement shall be null and void and the Redeveloper, the City and the Authority shall execute an instrwnent in recordable form canceling this Agreement. Approval by the Authority or City of any documents submitted to it by the Redeveloper to satisfy the conditions precedent stated in this Agreement and the determination to proceed with the conveyance of the Phase I Property shall be in the sole discretion of the City and the Authority, respectively; provided that, notwithstanding anything herein to the contrary, if any documents submitted to the Authority or City are rejected the Redeveloper shall be given a reasonable amount of time to cure the basis for the rejection and resubmit the documents. 3.4 Title. The Redeveloper has obtained a connnitment, in a form acceptable to the Redeveloper, for an Owner's Policy of Title Insurance committing the issuer thereof to insure title to the Phase I Property. The Redeveloper shall be allowed thirty (30) days after the date of this Agreement for examination of title to the Phase I Property and the making of any objections thereto. The Redeveloper may not object to any of the Permitted Encumbrances. Such objections shall be made in writing or shall be deemed waived. If any objections are so made, the Authority shall be allowed. ninety (90) days from notice thereof to cure the title defect or exception, either by the removal thereof or by the procurement of title insurance endorsements satisfactory to Redeveloper providing coverage against loss or damage as a resuh of such defect or exception. If the Authority does not cure or cause to be cured such title defect or exception to Redeveloper's satisfaction within said ninety (90) days, the Redeveloper may, at its option, either (i) terminate the Agreement upon written notice to the Authority upon which this Agreement shall be null and void and the Redeveloper and the Authority shall execute an instrument in 13 recordable form canceling this Agreement; or (ii) waive the title defect and proceed with the closing on the purchase of the Phase I Property. If the Redeveloper proceeds to acquire the Phase I Property, the Authority shall have no further obligations with respect to any such defects or exceptions. The Authority shall pay the cost of obtaining the title commitment and the Redeveloper shall pay any premium for the issuance of a title policy. The Authority and City have furnished to the Redeveloper such survey information that the Authority and City have in their possession concerning the Phase I Property. To the extent that the Redeveloper desires an additional survey it will be responsible for obtaining it. Within a reasonable time after the date of this Agreement, the Authority shall deliver to the Redeveloper any abstracts covering the Phase I Property that the Authority has in its possession. Section 3.5 Demolition. The Redeveloper shall be responsible for the demolition and removal of any structures or improvements existing on the Phase I Property after its acquisition by the Redeveloper. Section 3.6 Closing: taxes. (a) Closing on the conveyance of the Phase I Property to the Redeveloper shall occur on or before ten (10) business days after satisfi1ction, or waiver, of all of the conditions precedent set forth in Section 3.3 of this Agreement. (b) At closing on conveyance of the Phase I Property, the Authority shall deliver to the Redeveloper: (i) a limited warranty deed duly executed and acknowledged, in recordable form, conveying to the Redeveloper.marketable title to the Phase I Property subject only to Permitted Encumbrances and containing the reversionary clause described in Section 9.3 of this Agreement; (ii) the abstracts descn"bed in Section 3.4; and (ill) a Seller's Affidavit, in customary form, relative to judgments, federal tax liens, mechanic's liens and outstanding interests in the Phase I Property. (c) At the time of conveyance of the Phase I Property, the Redeveloper shall deliver to the Authority the Land Note, guaranty agreement and mortgage referenced in Section 3.2 of this Agreement. (d) At the closing the Authority will pay normal seller's closing costs, including the state deed tax and the Redeveloper will pay normal buyer's closing costs, including mortgage registration tax payable with respect to the mortgage granted to secure the Land Note. (e) Real estate taxes due and payable in the year of closing shall be apportioned between the Redeveloper and the Authority as of the date of closing on the conveyance of the Phase I Property, with the result that the Authority shall pay that portion of such taxes attnbutable to the period of the year prior to the conveyance and the Redeveloper shall pay that portion of the taxes attnbutable to the period of time commencing with the date of conveyance. Real estate taxes and assessments due and payable in the year prior to the year of closing and all prior years and deferred real estate taxes (i.e. Green Acres), if any, shall be paid by the 14 Authority. All levied and unpaid special assessments shall be paid by the Authority, except for any special assessments attributable to the Public Improvements as descn"bed in Section 3.10 of this Agreement. Section 3.7 Environmental Matters: Access to Property. (a) The Authority has provided to the Redeveloper the Environmental Assessments. The Environmental Assessments constitute all of the information in the Authority's possession regarding the environmental condition of the Phase I Property. (b) During the term of this Agreement, the Redeveloper and its authorized representatives shall, upon reasonable prior notice to the Authority and City, be permitted access to the Phase I Property at reasonable times for the purpose of architectural inspection and design studies, the preparation of a survey, and the taking of such soil borings and environmental assessments as are deemed reasonably necessary by Redeveloper. The Redeveloper hereby agrees to indemnify, defend, and hold barmless the Authority and the City, their officers, agents, employees, council members, and commissioners from and' against any and all damage to property or injury to person arising out of the Redeveloper's exercise of its right of access to the Phase I Property under this Section, except for pre-existing conditions (unless such conditions are exacerbated by Redeveloper's negligence). The Redeveloper shall be entitled to actual possession of the Phase I Property on the date of closing on conveyance of the Phase I Property to the Redeveloper. Except as expressly stated herein, the Authority makes no representations whatsoever as to the condition of the Phase I Property or the soils thereon or that the same is suitable for the Redeveloper's proposed development. If the Redeveloper determines to proceed with its acquisition of the Phase I Property it will buy such property "as is" and, except for the Authority covenants and obligations in Section 3.5, the Authority shall have no liability to the Redeveloper on account of any defects with respect thereto. Notwithstanding the foregoing, if the Redeveloper discovers additional environmental conditions, as opposed to poor soil conditions or similar matters, that must be remediated in order to proceed with the construction of Phase I, the cost of such remediation shall be considered an Eligible Cost and shall be added to the principal amount of the Note. Section 3.8. Copies of Reports. The Redeveloper shall furnish to the Authority, at no cost to the Authority, copies of all reports, assessments, studies, surveys and other documentation prepared on behalf of the Redeveloper in connection with its proposed acquisition and redevelopment of the Phase I Property. Section 3.9. Authority Costs. In consideration for the Authority's and the City's covenants and undertakings under this Agreement, the Redeveloper agrees that it will pay all out-of-pocket costs incurred by the Authority or City, including, without limitation, all fees owed to the Authority's or City's traffic, development, fiscal, environmental and other consuhants, the costs incurred in creating the Tax Increment District, and all attorneys' fees incurred by the Authority or City in connection with the negotiation and preparation of this Agreement, the Subdivision Development Agreement, and all related documents, or in enforcing the Redeveloper's obligations to pay costs which it is obligated to pay under this Agreement. All of the Authority's and City's attorneys and consuhants shall be under contract with the Authority or City, unless the Authority or City otherwise agree in writing. The Authority will provide to the 15 Redeveloper requests for payment of the costs incurred by the Authority or the City ftom time to time accompanied by statements or invoices documenting such costs. Such costs shall be payable by the Redeveloper to the Authority within thirty days after request by the Authority. The Redeveloper's obligations under this Section shall survive termination of this Agreement to the extent costs were incurred prior to the date of termination or to the extent that costs are incurred to enforce the Redeveloper's obligations under this Section. Prior to incurring costs subject to payment or reimbursement by the Redeveloper under this Section, the Authority will use its best efforts to obtain proposals ftom its consultants and attorneys descnDing the hourly rate or other basis on which the costs will be incurred and an estimate of the costs to be incurred. A failure to obtain such proposals or the exceeding of the cost estimates shall not relieve the Redeveloper of its obligation to pay the costs incurred. To the extent not paid as of the date hereof: the Redeveloper shall remain obligated to pay or reimburse the Authority and City for costs for which the Redeveloper was obligated under the Preliminary Agreement. Section 3.10 Construction and Financing of Public Improvements. (a) In connection with the Redeveloper's development of the Minimum Improvements, it will be necessary to construct certain public improvements on adjacent or nearby property (the "Public Improvements"). The Public Improvements are generally described on the attached Schedule E. The City will cause a :fina1 design of the Public Improvements to be prepared and will permit the Redeveloper the opportunity to review and comment on the design. The City will make a :fina1 , determination as to what improvements will be included in the Public Improvements by September 1,2005. (b) The Public Improvements will be constructed in accordance with a schedule to be agreed upon between the City and the Redeveloper. The City and the Redeveloper will agree on such a schedule by August 15,2005. As part of this agreement, the City and Redeveloper may mutually agree that the contingency date set forth in Section 3.3 may be earlier, in which event Section 3.3 will be deemed to be modified accordingly. The parties expect that the conveyance of the Phase I Property will occur on or before September 30, 2005. ( c) The City expects that the cost of constructing the Public Improvements will be financed with the proceeds of temporary improvement bonds issued pursuant to Minnesota Statutes, Chapter 429 (the "Public Improvement Bonds"). The City will issue the Public Improvement Bonds if' it determines that it has the legal authority to do so and that the Public Improvement Bonds will be secured with special assessments as a first lien against the Redevelopment Property and other benefited properties. The principal amount of the Public Improvement Bonds will be determined in the City's sole discretion; provided that the Redeveloper shall have the right to review and comment on the size of the Public Improvement Bonds and on the amount of the Public Improvement Bonds. The Public Improvement Bonds, if issued, will be secured by special assessments levied against the Redevelopment Property and other benefited properties in the principal amount of the Bonds (the "Assessments"). Prior to issuance of the Public Improvement Bonds, the Redeveloper will execute a petition in a form required by the City requesting that the City undertake the. Public Improvements and consenting 16 to the Assessments to be levied against the Redevelopment Property. The Redeveloper will agree in the petition that the construction of the Public Improvements will provide a benefit to the Redevelopment Property in an amount at least equal to the amount of the Assessments to be levied against the Redevelopment Property; provided that such levy is consistent with Schedule I attached hereto. The Redeveloper will further agree that it will not contest the Assessments on statutory, procedural or constitutional grounds. The City shall have no obligation to consider issuing the Public Improvement Bonds unless and until all of the conditions precedent contained in section 3.3 have been satisfied. (d) If the Public Improvement Bonds are issued the Redeveloper agrees that it will in a timely manner pay all Assessments levied against property owned by the Redeveloper. (e) Attached to this Agreement as Schedule I are the current estimates of the parties as to the amount of the Assessments and a break down of the percentages of the Assessments that will be attn'butable to the various parcels of the Redevelopment Property and the Overall Redevelopment Property. It is anticipated that at the time of the sale of each of the condominium units to be constructed as part of Phase I, and Phase II if it is built, the portion of the Assessments attributable to that unit will be paid in full. At such time as it becomes known how much of the Assessments will be paid off in that manner, the City intends to issue long term Public Improvement Bonds to refund the initial temporary Public Improvement Bonds. (:t) Assessments for the Public Improvements will be levied against the Phase II Property consistent with the attached Schedule I. The assessments will be payable over a ten (10) year period commencing in calendar year 2007. Notwithstanding the Authority's ownership of the Phase II Property, the Redeveloper will be responsible for the timely payment of all Assessments levied against the Phase II Property. The Redeveloper's obligation to pay the Assessments levied against the Phase II Property will terminate with respect to portions of the Phase II Property that the Redeveloper conveys to third parties after completion of Phase II in accordance with a development agreement between the Authority, the City and the Developer as described in Section 3.14. The Redeveloper's obligation to pay the Assessments levied against the Phase II Property will also terminate at such time as the Authority conveys the Phase II Property to a Person other than the Redeveloper, or DD. A:ffiIiate of the Redeveloper, or when the Authority, the City and the Developer reach agreement that the development of Phase II is not financially feasible, whichever occurs first. If such obligation is terminated pursuant to the previous sentence and Redeveloper has already paid one or more installments of Assessments levied against the Phase II Property, such payments will be included in the definition of Total Development Costs for purposes of Section 3.15._For purposes of this Agreement, ''financially feasible" includes a return to the developer that is commercially reasonable. If any payment of the Assessments levied against the Phase II Property is not made when due, the Authority shall have the right to use Available Tax Increment to make such payment prior to the use of such Available Tax Increment to pay the Note. The Authority's right to use Available Tax Increment to pay the Assessments against the Phase II Property will terminate upon the occurrence of one of the following events: 17 (i) The Redeveloper acquires the Phase II Property pursuant to a development agreement among the parties hereto as described in Section 3.14 and commences excavation for Phase II; or (ii) The Authority issues the Refunding Note, and a portion of the Net Refunding Note Proceeds is deposited into escrow, under an escrow arrangement acceptable to the Authority and the Redeveloper with a third party escrow agent, and irrevocably pledged to the payment of the Assessments against the Phase II Property as the same become due. The amount to be placed into escrow shall be the amount that the Authority's fiscal advisor determines is necessary, based on estimated rates of return on the escrowed funds, to generate sufficient funds to pay the Assessments on the Phase II Property when due. Section 3.11. Public Redevelopment Costs. (a) The Authority agrees that it will reimburse the Redeveloper for the payment of certain costs in connection with the acquisition and redevelopment of the Phase I Property (the ''Public Redevelopment Costs"). The Public Redevelopment Costs are descn"bed on the attached Schedule B. The Authority agrees that it will reimburse, using Available Tax Increment on a pay-as-you-go basis, through the issuance and payment of the Note, up to $835,000 ofthe Public Redevelopment Costs. (b) The Redeveloper shall be solely responsible for all aspects of constructing Phase I. The Authority's reimbursement of the Redeveloper for the Public Redevelopment Costs for Phase I shall be accomplished through the Authority's issuance and delivery of the Note to the Redeveloper. The Note for Phase I will be issued upon receipt by the Authority of documentation, acceptable to the Authority, showing that the Redeveloper has incurred Public Redevelopment Costs associated with Phase I equal to or exceeding the principal amount of the Note. Subject to the Redeveloper's providing acceptable documentation of Public Redevelopment Costs for Phase I, the principal amount of the Note will be $835,000, plus the cost of any unforeseen environmental remediation as descn"bed in Section 3.7(b). Because the Authority purchased the Phase I Property in part using funds received under the federal Community Development Block Grant ("CDBG") program, a portion of the purchase price paid by the Redeveloper to acquire the Phase I Property will have to be repaid to the CDBG program. The Authority is exploring whether such funds may instead be used to assist in the development of Phase I. The Authority also intends to seek grant funds nom other sources to pay certain costs of Phase I. If the Authority is able to use the CDBG portion of the purchase price for Phase I or if the Authority or City obtains grant funds to pay for Public Redevelopment Costs associated with Phase I, the principal amount of the Note will be reduced by the amount of such funds applied to the Public Redevelopment Costs. Section 3.12. Issuance of Note. Refunding Note and Excess Costs Note. (a) The Authority's reimbursement of the Redeveloper for the Public Redevelopment Costs for Phase I shall be through the issuance of the Note which shall occur at the time stated in Section 3.11 of this Agreement. The Note shall be substantially in the form of the Note attached to this Agreement as Schedule H, with all blanks properly filled in. The Note shall be dated as of 18 the date of its issuance and shall be payable together with simple non-compounding interest at the rate of six and one half percent (6.5%) per year :from the date of the issuance of the Note until the Note has been paid in full or terminated; provided that accrued interest on the principal amount of the Note shall be added on a semi-annual basis on each February 1 and August to the principal amount of the Note :from the date that the Note is issued up to and including the date that the first payment is made on the Note, but no later than August 1, 2008. The principal amount of the Note shall be subject to reduction as provided in section 3.15 of this Agreement. Interest on the principal amount of the Note shall be computed on the basis of a 360-daY year of twelve (12) 30-day months. Each Scheduled Payment under the Note shall be payable solely from Available Tax Increment. The payment schedule to be attached to the Note shall be prepared so that the payments under the Note will amortize the principal amount of the Note and accrued interest over the term of the Tax Increment District. Because annual Available Tax Increment will vary, the payment schedule will be revised and adjusted on an annual basis so that all remaining payments under the Note will amortize the unpaid principal amount of the Note and accrued interest, assuming level payments, over the term of the Tax Increment District. (b) The Redeveloper makes the following representations to the Authority with respect to the issuance of the Note to the Redeveloper: (i) The Redeveloper has not relied on any representations of the Authority, the City, or any of their officers, agents, or employees, and has not relied on any opinion of any attorney of the Authority or City, as to the Federal or State income tax consequences relating to the purchase and ownership of the Note by the Redeveloper. ! (it) The Redeveloper is sufficiently knowledgeable and experienced in financial and business matters, including the purchase and ownership of obligations of a nature similar to the Note, to be able to evaluate the risks and merits of the purchase and ownership of the Note. The Redeveloper has been made aware of the security for the Note and the proposed uses of the proceeds of the Note, and has received the cooperation of the Authority and City in undertaking any due diligence that the Redeveloper has deemed necessary or appropriate. (fu) The Redeveloper understands that Available Tax Increment is the sole source of money that is pledged and will be available for the payments due under the Note; that the Authority is not under any obligation to repurchase the Note from the Redeveloper under any circumstances; that the Note is not a general obligation of the Authority or the City; and that, if the Available Tax Increment is not sufficient to make the payments due under the Note in full, no right will exist to have taxes levied by the Authority or City for the payment of the unpaid amounts due under the Note. (iv) The Redeveloper understands that the Available Tax Increment necessary to pay the Note has been estimated assuming that the market value of 19 " Phase I will be at least $10,500,000 as of January 2, 2007. In the event that, among other things, the Redeveloper fails to complete Phase I in a timely manner the Available Tax Increment may be inadequate to pay total principal of and interest on the Note. (v) The Redeveloper understands that the Note is not registered or otherwise qualified for sale or transfer under the securities laws and regulations of the State or under the Federal securities laws or regulations, the Note is not listed on any stock or other securities exchange, and the Note will carry no rating ftom any rating service. (c) The Redeveloper shall not be entitled to sell, transfer or assign the Note to a Person, other than an Affiliate of the Redeveloper, without the Authority's prior written consent. The Authority understands, however, that the Redeveloper intends to pledge and assign the Note to its lender of financing for construction of Phase I and will permit such pledge and assignment if the Redeveloper's lender executes and delivers to the Authority a certification in a form acceptable to the Authority containing the representations concerning the limited nature of the source of payment of the Note set forth in subsection (b) above and such other representations as the Authority may reasonably require. , (d) The Authority agrees that after completion of Phase I and upon request by the Redeveloper the Authority will refinance the Note by issuing the Refunding Note. The Refunding Note will be placed with investors through an underwriter or placement agent acceptable to the Authority and will be issued on terms and conditions then available in the public marketplace. Subject to reduction as provided in Section 3.15, the Authority agrees that it will issue the Refunding Note in a principal amount that will generate Net Refunding Note Proceeds of $835,000; provided that the payment source of the Refunding Note shall in all cases be limited to Available Tax Increment. If it is not possible to sell in the public marketplace the Refunding Note in a principal amount that will generate Net Refunding Note Proceeds of $835,000, or such lesser amount as is allowed pursuant to Section 3.15, the difference between the Net Refunding Note Proceeds and $835,000, or such lesser amount as is determined pursuant to Section 3.15, will be paid to the Redeveloper through the Authority's issuance and payment of the Excess Costs Note pursuant to subsection (e) of this Section. If the City or Authority is able to secure grant or other funds to be applied to Public Redevelopment Costs for Phase I, as descn"bed in Section 3.11(b), the $835,000 amount referenced above and in (e) below shall be reduced by the amount of such grant or other funds to the extent that they are applied to Public Redevelopment Costs. ( e) At the time that the Redeveloper completes the Phase II and Phase III Site Improvements, the Authority will issue to the Redeveloper the Excess Costs Note in the principal amount of the documented costs of constructing the Phase II and Phase III Site Improvements. The Excess Costs Note shall be in a form agreed upon by the Authority and the Redeveloper. The Excess Costs Note shall accrue simple non-compounding interest on the principal amoUnt ftom the date of issuance of the Excess Costs Note until the entire principal amount and all accrued interest is paid at the same rate of interest as is payable on principal amount of the Refunding Note. Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day 20 months. The Excess Costs Note shall be payable solely from Tax Increment after deducting the following: (i) Ten percent (10%) of the Tax Increment on an annual basis to be retained by the Authority; (ii) The amount necessary to make debt service payments on the Refunding Note; and (Hi) The payment of any amount pledged to assist Phase II pursuant to the development agreement for Phase II executed by the parties as contemplated by Section 3.14 of this Agreement. The parties expect that Tax Increment ftom Phase I will be needed to make the development of Phase II feasible and that the development agreement for Phase II contemplated by Section 3.14 will contain provisions allocating Tax Increment from Phase I and tax increment from Phase II to assist Phase II, including the payment of the Assessments levied against the Phase II Property. Therefore, no amounts shall be payable under the Excess Costs Note until the Authority, the City and the Developer have entered into a development agreement for Phase II or the Authority, the City, and the Redeveloper have determined that the development of Phase II is not financially feasible. Payment of the Excess Costs Note shall be subject to the provisions of the development agreement for Phase II allocating Tax Increment from Phase I and tax increment from Phase II to the payment of the Excess Costs Note. ! (f) If requested by the Redeveloper, the Authority will explore whether the Note, the Refunding Note, or the Excess Costs Note can be issued on a tax exempt basis. Whether or not to issue such notes on a tax exempt basis shall be in the sole discretion of the Authority and will be affected by such considerations as whether such tax exempt obligations can legally be issued and the impact on the City's and Authority's ability to issue other tax exempt obligations qualified under Section 265(b)(3)(B) of the United States Internal Revenue Code of 1996, as amended. Section 3.13. Conditions Precedent to the Issuance of the Note. Refunding Note and Excess Costs Note. (a) The Authority's obligation to issue the Note to the Redeveloper shall be subject to the satisfaction, or waiver by the Authority in writing, of both of the following conditions precedent: (i) the Redeveloper shall not be in defauh under any term of this Agreement; (it) the Redeveloper shall have furnished the Authority with invoices and documentation, in a form acceptable to the Authority, demonstrating that the Public Redevelopment Costs for which the Note is being issued have been paid. (b) The Authority's obligation to issue the Refunding Note and the Excess Costs Note shall be subject to the satisfaction, or waiver by the Authority in writing, of the following conditions precedent: 21 (i) the Redeveloper shall not be in default under any term ofthis Agreement; (ii) the Redeveloper shall have arranged for the use of the necessary portion of the Net Refunding Note Proceeds to pay the outstanding amounts due under the Land Note; (ill) the Redeveloper and the Authority shall have entered into the escrow arrangement described in Section 3.10(t)(ii) of this Agreement; and (iv) the Redeveloper shall have completed construction of Phase I and the Authority shall have conducted the analysis of the Redeveloper's Return as descn"bed in Section 3.15 and the escrow arrangement contemplated by Section 3.15(b) has been established. Section 3.14. Phases II and III and the Block 29 Project. The Redeveloper will continue to refine its development proposals for the development of Phases II and III and the Block 29 Project as provided in the Preliminary Agreement so that the Redeveloper, the Authority and the City can make a detennination on whether to proceed with those developments. The Redeveloper shall provide to the Authority and City the information and documentation required by the Preliminary Agreement by the times necessary to allow a development agreement for the Block 29 Project to be executed by January 4, 2006. The Redeveloper shall provide to the Authority and City a site plan for Phase II by June 30, 2006 and shall provide the additional information and documentation required by the PreHminary Agreement by the times necessary to allow a development agreement for Phase II to be entered into by the parties by September 30, 2006. The Redeveloper shall provide to the Authority and City the information and documentation required by the Preliminary Agreement by the times necessary to allow a development agreement for Phase III to be executed by January 3, 2008. Section 3.15. . Adjustment for Return. (a) The Authority's detennination to reimburse the Redeveloper for up to $835,000 in Public Redevelopment Costs is based in part on the Authority's analysis of the Redeveloper's Total Development Costs to be incurred in connection with the redevelopment of the Phase I Property. The amount of the Public Redevelopment Costs to be reimbursed by the Authority was determined based on a sources and uses statement dated June 23, 2005, an abbreviated version of which is attached to this Agreement as Schedule B. A more detailed version of the preliminary sources and uses statement is on file with the Authority's financial advisor and will be maintained confidential to the extent legally possible. The preliminary sources and uses statement identifies the projected Return as the "Project Return!(Gap)." No later than ninety (90) days after the sale by the Redeveloper of the last residential unit in Phase I the Redeveloper will provide to the Authority a final sources and uses statement showing the Total Development Costs incurred in developing Phase I and all Sales Proceeds derived from the sale of the residential units. The final sources and uses statement shall be prepared in a manner consistent with tht(preliminary sources and uses statement and shall be accompanied by a letter from an independent certified public accountant certifYing that such accountant, without a full audit of Redevelbper's books, has reviewed the statement and that the statement accurately represents the Total Development Costs and Sales Proceeds 22 incurred and derived by the Redeveloper in connection with the development of Phase I. The Redeveloper shall provide such other documentation as the Authority may request supporting the sources and uses statement. To the extent that the development of Phase I results in a Return to the Redeveloper, the aggregate amount of the Public Redevelopment Costs to be reimbursed through the issuance of the Note will be reduced by an amount equal to forty percent (40%) of the Return. If the Note has been issued at the time it is determined that the principal amount of the Note will be reduced, the Redeveloper shall return the Note to the Authority and the Authority will issue a new Note is such reduced principal amount. In lieu of returning the Note to the Authority for replacement, the Redeveloper may pay to the Authority the amount of the excess Return as determined pursuant to this subsection. (b) The Redeveloper may request that the Authority issue the Refunding Note prior to the sale of all condominium units in Phase I. The Redeveloper and the Authority acknowledge that in order to market the Refunding Note it will be necessary to fix the principal amount of the Refunding Note and that the principal amount of the Refunding Note can not be subject to reduction as provided in this Section. Therefore, at the time "of the issuance of the Refunding Note the Authority will undertake the analysis of the Redeveloper's Return from Phase I using projections of Sales Proceeds determined in a manner agreed upon by the parties. The Redeveloper and the Authority will enter into an escrow arrangement acceptable to them under which the Redeveloper will deposit into escrow from the Sales Proceeds received from the sale of units in Phase I the portion of such Sales Proceeds that, based on the parties' projections of Sales Proceeds to be realized from the sale of such remaining units, is necessary to cover the Redeveloper's obligation to limit its Return as described in subsection (a) above. (c) The Redeveloper's financial pro forma for Phase I includes a warranty reserve to provide funds to meet the Redeveloper's construction warranty obligations owed to purchasers of condominiums in Phase I. At the time that the Authority undertakes the analysis of Return required by this Section, the warranty reserve will be deposited into an escrow arrangement acceptable to the Authority and the Redeveloper to be held and disbursed by the escrow agent to pay Redeveloper's costs of satisfying its warranty obligations to purchasers of condominium units in Phase I. For purposes of the Authority's analysis of the Return from Phase I the amount escrowed shall be treated as if it had been. spent by the Redeveloper as a cost incurred in the development of Phase I. Twenty seven (27) months after the sale of the last unit in Phase I any amount still held in escrow shall be distributed to the parties, with sixty percent (60%) being distributed to the Redeveloper and forty percent (40%) being distn"buted to the Authority. Section 3.16. Access to Phase II Property and Phase III Property. (a) The Authority and Redeveloper have entered into a Right of Entry Agreement dated May 24, 2005, under which the Authority has granted the Redeveloper the right to enter upon the Redevelopment Property to undertake certain testing, marketing and other activities related to the development of the Minimum Improvements. At the time that the Redeveloper commences site preparation activities on the Phase I Property it also intends to conduct certain grading and site preparation activities on the Phase II Property and the Phase III Property to prepare such parcels for the development of Phase II and Phase III (the "Phase II and Phase III Site Improvements") and to continue marketing activities on the Phase II Property. At the time of the Authority's conveyance of the Phase I Property to the Redeveloper, the Authority and the Redeveloper will 23 execute the Access Agreement in the form attached to this Agreement as Schedule K which will continue all of the Redeveloper's rights under the May 24, 2005 Right of Entry Agreement and under which the Redeveloper shall have the right to enter upon the Phase II Property and the Phase III Property to undertake the Phase II and Phase III Site Improvements. (b) The Redeveloper's site preparation activities on the Phase II Property and the Phase III Property will affect the ability of members of the public to use those properties for public parking. The Redeveloper will use its best efforts to minimize the displacement of public parking areas on the Phase II Property and the Phase III Property during its site preparation work on those parcels and will adhere to the Parking Plan attached hereto as Schedule J which shows the locations of public parking spaces available during such site preparation. 24 ARTICLE IV Construction of Imorovements Section 4.1. Construction of Phase I. The Redeveloper agrees that it will construct Phase I on the Phase I Property in accordance with the approved Construction Plans and will operate and maintain, preserve and keep Phase I or cause Phase I to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. The covenant in this section shall terminate with respect to each condominium unit of Phase I at the time that such unit is sold by the Redeveloper to a purchaser. Section 4.2. Construction Plans. (a) The Authority's willingness to convey the Phase I Property to the Redeveloper is predicated upon and subject to the Redeveloper's agreement that it will construct Phase I and that Phase I will be of such quality and nature as will satisfY the Authority's and City's goals for the redevelopment of the Phase I Property. Attached to this Agreement as Schedule C is the Site Plan that has been submitted to the City and the Authority showing the general nature and location of Phase I. The Site Plan has been finally approved by the City and the Authority. The City has also approved Redeveloper's applications for rezoning, alley vacation, and variance approvals and a preliminary and final plat of the Phase I Property. (b) Within a period of time that will allow the Redeveloper to satisfy the condition contained in Section 3.3(b), taking into account the time necessary for review by the Authority and City, the Redeveloper shall provide to the Authority and the City for their review and approval Construction Plans for Phase I and documentation necessary to obtain all other approvals that must be obtained prior to the construction and operation of Phase I. The Construction Plans and other documentation shall provide for the construction of Phase I and shall be in conformity with this Agreement, and all applicable state and local laws and regulations. The Redeveloper has submitted elevations and floor plans for Phase I, which the Authority has approved, copies of which are attached to this Agreement as Schedule D. The Authority shall approve the Construction Plans and other documentation in writing if, in the sole discretion of the Authority, the proposed Phase I, including the building materials proposed to be used, are of such a nature and quality as to justify the Authority's conveyance of the Phase I Property and if they are. consistent with the provisions of this Agreement. Such Construction Plans and other documentation shall, in any event, be deemed approved by the Authority, but not the City, unless rejected in writing by the Authority, in whole or in part within thirty (30) days after the date of their receipt by the Authority. (c) All construction documents to be provided by the Redeveloper under this section shall comply with the Elevations and Floor Plans attached hereto as Schedule D. (d) Nothing in this Agreement shall be deemed to relieve the Redeveloper of its obligation to comply with the requirements of the City's normal construction permitting process. (e) If the Redeveloper desires to make any material change in any Construction Plans after their approval by the Authority, the Redeveloper shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, 25 conform to the requirements of this Agreement and such changes do not materially alter the nature, quality or exterior appearance of the Minimum Improvements, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Any requested change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. Section 4.3. Commencement and Conwletion of Construction. Subject to Unavoidable Delays, the Redeveloper shall commence construction of Phase I within thirty (30) days after conveyance of the Phase I Property by the Authority to the Redeveloper and shall complete such construction within fifteen (15) months after commencement of construction. The Redeveloper agrees that it shall promptly begin and diligently prosecute to completion construction of Phase I within the periods specified in this Section 4.3 of this Agreement. Until construction of the Phase I has been completed, the Redeveloper shall make construction progress reports, at such times as may reasonably be requested by the Authority as to the actual progress of the Redeveloper with respect to such construction. ! 26 ARTICLE V Insurance Section 5.1. Insurance. (a) The Redeveloper will provide and maintain or cause its contractors and subcontractors and at all times during the process of constrUcting the Minimum Improvements and, ftom time to time at the request of the Authority, furnish the Authority with proof of payment of premiums on: (i) Builder's risk insurance, written on the so-called "Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so called "all risk" form of policy; and (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, Broadening Endorsement including contractual liability insurance) with limits against bodily injury and property damage of not less than $2,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used); ! (ill) Worker's compensation insurance, with statutory coverage and employer's liability protection; and (iv) Such other insurance as the Authority may reasonably require. The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form and content satisfactory to the Authority and shall be placed with financially sound and reputable insurers licensed to transact business in the State, the liability insurer to be rated B or better in Best's Insurance Guide. The policies of insurance delivered pursuant to clause (i) and (ii) above shall contain an agreement of the insurer to give not less than thirty (30) days' advance written notice to the Authority in the event of cancellation of such policy or change affecting the coverage thereunder. The Authority shall be named as an additional insured on the liability policy obtained pursuant to clause (ii) above. 27 ARTICLE VI Taxes: Tax Increment Section 6.1. Real Property Taxes. The Redeveloper shall payor cause to be paid when due and prior to the imposition of penalty all real property taxes and installments of special assessments payable with respect to the Phase I Property. The provisions of this section shall terminate with respect to any residential unit of the Minimum Improvements at such time as that unit is sold to an individual purchaser thereof. Section 6.2. Creation of Tax Increment District. The Authority and the City have created the Tax Increment District as a "redevelopment district" as defined in Minnesota Statutes, section 469.174, subd. 10. The Tax Increment District has been approved by the Authority and City and the Authority has requested certification of the Tax Increment District by the County Auditor. As of the date hereof: the Tax Increment District has not been certified. Section 6.3. Tax Increment. .. (a) Subject to the limitations contained in the Note, the Authority pledges to the payment of the Note the Available Tax Increment. The Redeveloper acknowledges that the Authority has made no warranties or representations to the Redeveloper as to the amounts of Tax Increment that will be generated or that amounts pledged pursuant to this Section 6.3 will be sufficient to pay the Note in whole or in part. Nor is the Authority warranting that it will have throughout the term of this Agreement and the Note the continuing legal ability under State law to apply Tax Increment to the payment of the Note, which continued legal ability is a condition precedent to the Authority's obligations under the Note. Subject to the obligations to pay the Excess Costs Note, Tax Increment received by the Authority that does not constitute Available Tax Increment under the terms of this Agreement shall be the property of the Authority and the Authority shall be ftee to use such portion of the Tax Increment for any purpose for which such Tax Increment may be used under the Tax Increment Act. (b) The Authority believes that the Tax Increment District has beeil created in accordance with State law and that, after modifying the Tax Increment Plan for the Tax Increment District, it will have the legal authority to spend the Tax Increment in accordance with this Agreement. However, it does not warrant the same to the Redeveloper. In order to allow the Redeveloper to undertake its review of the actions taken by the City and the Authority relative to the creation of the Tax Increment District, the City and the Authority have provided to the Redeveloper certified resolutions of all actions taken in creating the Tax Increment District and in approving this Agreement, including certified copies of the relevant Tax Increment Finance Plan and Redevelopment Plan. 28 ARTICLE VII Financine: Section 7.1. Financing. Prior to the Authority's conveyance of the Phase I Property to the Redeveloper, the Redeveloper shall submit to the Authority and City evidence, satisfactory to the Authority, that the Redeveloper has obtained mortgage or other construction financing in an amount sufficient to pay the cost of acquiring the Phase I Property and constructing Phase I. Section 7.2. Limitation Upon Encumbrance of Property. Prior to the completion of Phase I, as certified by the Authority, neither the Redeveloper nor any successor in interest to the Phase I Property, or any part thereot: shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Phase I Property, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Phase I Property, except for the purposes of obtaining funds only to the extent necessary for acquiring and constructing the Minimum Improvements without the prior written approval of the Authority and City. Section 7.3. Subordination. In order to facilitate the Redeveloper's efforts to obtain financing for acquisition of the Redevelopment Property and construction of the Minimum Improvements the Authority will agree to reasonable requests ftom Redeveloper's lender to subordinate to the lien of the lender's mortgage the Authority's rights to revest title to the Redevelopment Property in the Authority pursuant to Section 9.3 of this Agreement. ! 29 ARTICLE vm Prohibitions Ae:ainst Assie:nment and Transfer. Indemnification Section 8.1. Prohibition Against Transfer of Property and Assignment of Agreement. The Redeveloper represents and agrees that prior to completion of construction of Phase I, except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Redeveloper or any successor in interest to the Phase I Property, or any part thereof, to perform its obligations with respect to constructing Phase I under this Agreement, and any other purpose authorized by this Agreement, the Redeveloper (except as so authorized) 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 Phase I Property or any part thereof or any interest herein or therein, or any contract or agreement to do any of the same, without the prior written approval of the Authority and City. The foregoing shall not preclude the Redeveloper ftom entering into purchase agreements with individual purchasers of the residential units in Phase I and closing under such purchase agreements. Upon each sale of a residential unit in Phase I to an individual purchaser, upon request by the Redeveloper the Authority will furnish the Redeveloper with a certificate stating that the provisions of this Agreement and the deed conveying the Phase I Property to the Redeveloper are terminated as they relate to the unit conveyed. In the absence of specific written agreement by the Authority and City to the contrary, no such transfer or approval thereof by the Authority or City shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement from any of its obligations hereunder. Section 8.2. Release and Indemnification Covenants. (a) The Redeveloper releases ftom and covenants and agrees that the Authority and 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 Authority the City and th~ 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 Phase I. (b) Except for any willful misrepresentation or any willful or wanton misconduct of the following named parties, the Redeveloper agrees to protect and defend the Authority and 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 arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Phase I Property and Phase I. 30 ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides); (i) any failure by the Authority, City or the Redeveloper to substantially observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed hereunder or (ii) a material breach of any representation set forth herein on or prior to the closing on conveyance of the Phase I Property. Section 9.2. Remedies on Default. Whenever any Event of Default' occurs, the non- defauhing party may immediately suspend its performance under this Agreement and may take anyone or more of the following actions after providing thirty (30) days written notice to the other party of the Event of Defauh, but only if the Event of Defauh has not been cured within said thirty (30) days or, if the Event of Default is by its nature incurable within said thirty (30) days, the defaulting party has not provided reasonable assurances to the non-defaulting party that the Event ofDefauh will be cured and that it will be cured as soon as reasonably possible: (a) Terminate this Agreement and/or the Note. (b) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Notwithstanding anything to the contrary contained herein, the Authority will only suspend payments under the Note or terminate the Note upon the occurrence of an Event of Defauh relating to the construction of Phase I. Section 9.3. Revesting of Title in Authority. If the Redeveloper fails to commence construction of Phase I within the period specified in Section 4.3 of this Agreement the Authority shall have the right to cancel the sale of the Phase I Property to the Redeveloper, whereupon title to the Phase I Property shall revert to the Authority. The Authority agrees to execute an instrument in recordable form evidencing the release of its reversionary rights after commencement of construction of Phase I. Upon revesting title to the Phase I Property in the Authority, the Authority will use its best efforts to resell the Phase I Property for redevelopment and shall use the proceeds of such a resale to first, reimburse itself for all of its costs incurred in enforcing its rights under this Agreement, in clearing title to the Phase I Property, in paying holding costs related to the Phase I Property, and in reselling the Phase I Property, and second, to reimburse the Redeveloper for the purchase price actually paid by the Redeveloper under the Land Note. If title to and possession of the Phase I Property revests in the Authority the Land Note shall terminate. The deed ftom the Authority to the Redeveloper shall convey title to the Phase I Property subject to a right of reversion reserved to the Authority as descn"bed in this Section. 31 Section 9.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority, City or Redeveloper 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 thereot: but any such right and power may be exercised ftom time to time and as often as may be deemed expedient. In order to entitle the Authority, the City or the Redeveloper 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 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained m 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. Section 9.6. Effect of Termination of Agreement. In the event that this Agreement is terminated pursuant to Section 9.2, all provisions hereof shall terminate except that Sections 3.9, 9.7, and 8.2 shall survive such termination and any cause of action arising hereunder prior to such termination shall not be affected. Section 9.7. Costs of Enforcement. Whenever any Event of Default occurs and a non- defaulting party shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party under this Agreement, the defaulting party agrees that it shall, within ten (10) days of written demand by the non-defaulting party pay to the non- defaulting party the reasonable fees of such attorneys and such other expenses so incurred by the non-defaulting party. 32 ARTICLE X Additional Provisions Section 10.1. Representatives Not Individually Liable. No member, official, or employee of the Authority or City shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach or on any obligations under the terms of the Agreement. Section 10.2. Restrictions on Use. The Redeveloper agrees to devote the Phase I Property to the uses descn"bed in this Agreement. Section 10.3. 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 Phase I Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.4. 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 10.5. 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 the Redeveloper, is addressed to or delivered personally to the Redeveloper at 233 Park Avenue South, Minneapolis, Minnesota 55415; (b) in the case of the Authority, is addressed to or delivered personally to the Authority at 101 Fourth Street East, Hastings, Minnesota 55033; and (b) in the case of the City, is addressed to or delivered personally to the City at 101 Fourth Street East, Hastings, Minnesota 55033; and or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Mailed notice shall be deemed to have been delivered two (2) business days after being deposited with the U.S. Postal Service. Section 10.6. Disclaimer of Relationships. The Redeveloper acknowledges that nothing contained in this Agreement nor any act by the Authority, the City or the Redeveloper shall be deemed or construed by the Redeveloper or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner, or joint venture between the Authority, the City and the Redeveloper and/or any third party. 33 Section 10.7. Modifications. This Agreement may be modified solely through written amendments hereto executed by the Redeveloper, the City and the Authority. Section 10.8. Counterparts. This Agreement may be executed m any number of counterparts, each of which shall constitute one and the same instrument. Section 10.9. Judicial Interpretation. Should any provision of this Agreement require judicial interpretation, the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent or attorney prepared the same, it being agreed that the agents and attorneys of both parties have participated in the preparation hereof. Section 10.10. Business Subsidy Act. Because the Authority's assistance to the Redeveloper's development is being made available for the purpose of developing housing, the assistance does not constitute a business subsidy within the- meaning of Minnesota Statutes. sections 116J.993 to 116J.995. Section 10.11. Termination of Agreement. In the event that this Agreement is terminated in accordance with its terms, the Preliminary Agreement shall also terminate effective as of the date of termination of this Agreement. 34 IN WITNESS WHEREOF, the Authority, the City and the Redeveloper have caused this Agreement to be duly executed in their names and on their behalf on or as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HASTINGS By By CITY OF HASTINGS, MINNESOTA By By WATERFRONT LOFTS LLC , By George E. Shennan, its President and Chief Manager STATE OF MINNESOTA) ) SS. COUNTY OF _) The foregoing instrument was acknowledged before me this _ day of , 2005, by and , the and of the Housing and Redevelopment Authority In and For the City of Hastings, a public body politic and corporate under the laws of the state of Minnesota. Notary Public 35 STATE OF MINNESOTA) ) SS. COUNTY OF _) The foregoing instrument was acknowledged before me this _ day of ,2005, by and , the and of the City of Hastings, Minnesota, a statutory city under the laws of the state of Minnesota. Notary Public STATE OF MINNESOTA) ) SS. COUNTY OF _) The foregoing instrument was acknowledged before me this _ day of . 2005, by George E. Sherman, the President and Chief Manager of Waterfront Lofts LLC, a Minnesota limited liability company. Notary Public 36 Phase I Property Phase II Property Phase III Property ~ SCHEDULE A Description of Redevelopment Property RIVERFRONT ADDITION I I " .\~:~ : . ~'\ c:~, I l. - - .~"~ - - - - -r i i : I : BAILEY STHEET ! _ - - ! -~-~- _J-7------ g ------- , _ _- - - - - - - =-=.-::j'" _ - -..c:::::::::-: _- I -- ,_.,~ L"'__.__ - - I ------- ~......-... -- r ---- . - - __ I _-<:--- ...__1<<....'1-- ~ __ - I ...........~_ - ~ - I' -;"~....:;~~.91!.1:1 ---\----- SOCTM'40"E J5f.. :......- - - T ____/-.. ~ .. .. ..,.. ,,, - I ~ l, -- , ... 'IIItt_... ......_SAII1'MY ~ EAII.YINT--r"...... i rtI ~ (~TPllllOOC:-' ........... I'IJItDOC.MO.3I5041 ............ II I ~~ ---- ,/ -~1~-:..!jL--------------_:"-"1 ~21 (",ft.9:,"" --- ~~- .. I I 1 if! I ~. ". j III \ r- ~ ./ ; IiI! I _....c.,~ /' I i II~~~? --- ,~f ~~ /' 'I. U. ~-a7f~~~-./ --- ll,., I ".-:- - fRo -"..-'- - - - - , III ':i r------- A"'-- ' it! J ::-: -.... ..... / _ ' , I' I f If;' IV~! 'II /.. / YI', tl \]' : 'J \1" /:/ //'~i: I: \i/) f I / / I ~ I , ; Ij'\ 'I/if l_ ~L~ -/-- -,,-:-Qj\, LII{~+- ~ - - - - - . ,:-, I I ~k;t / do. yo \.\/ I f I '" .1. Ii-~?/ / V,_, (:, f1l ii I I', , ::J h t..-----I dOl' / / 'l - .. '-, I I I !I I . II i i!.' ; I i:J#/ I "\~" I~ '1111, : I :~. I II ~ If I I 2 I~ I 1\ : 3 ~ .:. ~; I V-r--- ~ ~--ll; ~t\t---a.--- 1;1 / I I ~~ ,il 1 ~#' / / ~ ~ iil:::"-' '=) lx I 1/ " I}\ ~Tr"i I; ,1 'b } 1/__' I : ... - z ~ - to - -- I I JD 10 10 C I I ~ ALUANT ENGINEERING - .........,.. " I '\~:~ "..."; '-.:::.;. '.~\:.' _ -.J ... lU DIU LU II: ... 1- -< In u... -<I/) >n: u: --- --- ~~ \1\ \1\ \1\ \\\ III \11 I 1\ \\1 11:. \\ u: 11\ :0' \,\ ". I ,,' 1\\ ." \\\ ,.' \\~ II. 111 .. II ." I ." II :.:1 \\ .'1 II' .., \~, ..' II ::1 \I~ ':t'. II .' I II ... llJ LU n: I- I/) D Z 1'1 \ ....-, ,- PO IIIU .... 40 TYLER STREET 1:- I : - - I>-j ~ ., I J I .. ~ . I <c . ," {...., ~.. ~... \.~ '.) "10;' .. .... .... i .... VICINITY MAP __ .,. TIlL ItI7 NOr AI -. .. I I I I I I I L !HE mr IN aT !HE _IIIWIST QJARIER aT -- 27. _. 115, _ t711 AIII,IIG AI HA~ . __ aT .......+J"W . ___'l2lnc11nn.. o _,I2Inc11.IIIncII...._.... ..... ., __ .... 11421 ...... .......... ..... . -........... -- _..... of _ _... .. _ Coull" SCHEDULE B Sources and Uses Statement ! EXHIBIT B WDfnnI LallI, LLC I'NIIct taurue IIId 11M....... Coot_ - - _ UnIt ftuItIc .......1....111 COllIe 1 DtvtIoper lind AcquiIIIIon . 112,oao 4.21" $ 20,071.43 2 CIf LInd Acq1iI/IIon . 0.00'" $ 3 CIIy D.mo. S 0.00'" S . 8rokerllge F.",Commiuiona I 0.00'5 I 5 RetocaIIon I 0.00'5 I 8 E__ 1 0.0" : 7 I T__Io_ 1U.ooo 4.2.,. 20.071.43 I 8 Tyler A_nil (ohy to 111) 128,000 0.98'11 $ 4.571.43 . 121,oao I Tyler reco_ from 111 to _ 129,000 0.19'5 I 4,807.14 . 121,oao 10 W_M_ 0._ I I 11 BwyIna _. Block 1 150,000 1.15'5 I 5,357.14 I 15O,oao 12 A.....ment for ~dllhll 0.00'5 : I 13 I T_'_ ...___nIo 407,000 1.11'11 14.131.71 I 1. Silo prop_grodlng 334,'11 2.58'5 I 11,150.40 334,'11 15 8_8-.gC_ 5,313,888 41.14'11 a 112,274,81 18 Bur... Upar8dn 758,000 5.78'11 I 27,000.00 17 W..- R...... 1'5 133,815 1.02'11 I 4,773.75 18 Contingonoy 22',000 1.71'11 S ',000.00 19 Gar._ 885,000 8.78'11 a 31,807.14 . l15,oao 20 - 200,000 1.53'11 . 7,142.18 . 2OO,oao 21 FF&E 25,000 0.11'1I a 812.18 22 Low Vo'" 7.~:= 0.38'11 : 27~:~~ I 23 I T___ '1.07'11 24 DnIgn IIId EnginHdng a 312,000 2.31'11 a 11,142.81 25 1_ DnIgn S_" I 0._ a 21 _1"-" S 0.00'11 a 27 _RoIm_ a 0.00'11 s 28 SIrUCIInI Eaglnter a 0.00'11 I 29 _IS...... a 50,000 0.38'11 a 1,715.71 . 5O.0a0 3D St>ocIoI C__ . 0._ . 31 811NeYO S 35,000 0.27'11 I 1,250.00 . 35,000 32 Contingency S O.DO'II a 33 CIC PIlI 1 0.00'11 : 34 IT___ m,_ un 14.1111.17 I 35 sv- IIId Advor1IoIna 1,200 0,01'11 . 42.18 31 1_ C_ & M........ 350,000 2.117'11 I 12,500.00 37 A~_M__ 100,000 0.71'11 S 3,5.71.43 31 Pro_E_ 0._ . 31 8_T'- 35,000 0.27'11 I 1,250.00 40 ModoVO~ ~:: 0.11'11 : 535.71 41 I T_ uri 17._.00 I 42 C_loon_ 80,_ 0.11'11 . 2,857.14 43 c......-.I_ 575,000 4.31'11 . 20,535.71 44 ARocidon F... & RE T.... 0._ S 4S "'-Iv 1.....- 0.- S 48 Contingency 0.00" S 47 80curtty 15,000 0.11" S 535.71 48 8_RIII< 40 000 0.31'11 1 ~=:~I 48 I T___ 710:_ ..- 50 Marko! Study S 10,000 0.08'11 S 357.14 51 C_Ma_~(4'11) a 400,000 3.01'11 I 14,2'5.71 52 ......- . 7,_ 0.05'11 I 250.00 53 Pn DedIcdon FH S 28,000 0.21'11 S 1,000.00 54 SAClWAC S ",000 0.35'11 S 1,142.81 ",- 55 "'-Iv T_ S 10,000 O.on S 357.14 58 CIY TlF Dov _... : :::: 0."'11 ; ~:::~ I 57 I T_IPMIoI__ 011II OIly'" 4.21'5 51 Lot*r 1-""" F" 7,000 0.05'11 S 250.00 51 C_'''''-' . Landor 0.0" . 80 ItIdoa ..... Cool 225,000 1.72'11 . ',035.71 II C..,-d 1_001. TIF _ 131,075 1.01'5 S 4,131.25 I 138.111I 12 Coe" of leeuence - TlF Note 31,125 0.21'5 I 1,311.75 I 31,125 13 c.- 0._ : 14 I T_F___ -.- S.11'" 14.131.71 I 85 TIIo IIId Rocotdingn 35,000 0.27'11 I 1,250.00 .. M_ RogIoOrIIIon 0.00'5 S 17 R-.IIna F_ 0.- I 18 CIooIng F_ I 0._ I 88 DiIIMno..... FI" I O.DO'II I 70 AboIroctFH I O.DO'II . 71 O_TIIoIlldR_ . 0._ . 72 ItIIt Dud Tu . 0._ . 73 F_ on ocqokod ....... . 0.00'11 I 74 CIooIng Fl_ . 0.00'11 . 75 -......- ..- . 0.00'11 . 78 ~_F_.Uai.. : 0._ : 771 T_TlIoond_ ..- 1.27'1I 1.210.001 78 GP LootI-RoaI EotaItI8uIIdIng 35,000 0.27'11 I 1,250.00 78 GP LootI-O- 85,000 0.50'11 I 2,321.43 80 GP DovtIop..... FH (12'11) 1,315,000 10.43'11 . ",750.00 .1 SoItc...tC_1CY 1..::= 0._ 1 ~:~::~~ I 12 I T___O_ 11.1'" 13 T_'....... Coot 18.017.111 ....... .....12.14 2.132,111.21 141__ ..,. Coot UnIIo 18 Grou 8u11d1ng""" IS Not..... ...... 48.... 117 R_ 21 18 A_" 1,1&1 n IhItrgroonl p..... 58 DO Paroqlft_ '124 Not 91 1_- T_ .... - .... UnIt I 12 1_- . 10,178,525 . 250 . 381,447 13 ...,... UpgrMo . 140.000 . 11.21 . 30,000 .. 1111 CouncIl Gr. . . . 15 ~ PmcipoI "'TlF RoftoIdIna Nate I 1,035,011O . 23.77 I 3I,INI4 IS Sub_ D.._ . . . 17 COftIOOIIIIy DovtIopmont Block G_ . . . as COII1IY HOME_ $ $ . .. T__ I 12.751,525 . ZI3 . 415,412 IQQ _CeeI . 1U17.115 I 311 . -.. 101 I'nIject RoIumIIGllJI I (335,1401 . 111,111I SCHEDULE C Site Plan I ......III..OID...... .......... ... *uao SF IAIiOUET FACIU1Y FFE 701.5 I:j :> 15 If) -..- I , m "'" 1fI~ 1 ...... II III III 111'11 IIII -... SITE PLAN l' . 111-(1' rlJi......JI ."11 . " Q - January 26. 2005 (omm. No. 204529 L . oj,,,, -,- "..~ -- OL HASTINGS DOWNTOWN REDEVELOPMENT: ILOCJ( I CONDOMINIUMS Idr: Hasdngs, Mktnesota I ..- 0\\\\\\\\\\\\\\\\\j KEY PLAN l' · 40'-(1' r rlJi......JI .11. ", ... 6) - Site Plan ~ SCHEDULE D Elevations and Floor Plans I +......- +nr- +RI'"- +Ir"'-- t +Ir"-- +.........- + !fW"'" +....,-- +nr- +2""'- III, ,- +nr- +mr- +Ir"'-- +Ir~ .r-...... ---~ Q) ....~..... CD ......-- (1)-- 0-- (1)-- ~~- CD --... CD ..........__ . --....- 8 --__ <<I ----.. . --......... II -...-__ . .....~.- . ro--'-- . ...............-.. e-- m 1! 1! m.m m m ... I +~- ~=::::::::::::::::::::::::::::::::::::::=::::::::::::..,-: "iI .. e i " i---,,--~ EAST R ~ATION "~~~______________~'L_______~~:j_ ____r!}-,,-v-- - W · 1-11' . ~ ----------------------------..----, 1! m m m 1! 1! m m 11 m m m January 26. 2005 +Ir..-- J::~::J=~=~~~==~::::::f::=::=::J==~=::~=::~==~~~-~-~~=::~==~=::~=::~==r[~r-- -------- nn-n. L ..,,~-,~ ,,"~_'oc ..m m m It _mon "*:!K'.!1" HASTINGS DOWNTOWN REDEVELOPMENT: II.OCK I CONDOMINIUMS Hudngs. Minnesota ~ Elevations oJ. 'oJ .-;;~ ~,' . <6" '~. . .,,, - ;/~ ...E~' I I I ~ W /<6 ~\~_~W~ m.~h~~', ~~ S '~~~-X, """ / , ^,,~, ~'~.~ , / ~~ ~~ j >< x X x x' ~~ ,\~._JY ~'I-- . ~1 (.t'J". :~~~. .'I'I'I\"'I"'~' ,.I.t'(.I.t.(. ___ 1{.<<.t{,~.t'J'I' .'.'1\ 'I.t~ ~~, ~~~~ --- ":YO 9 If) -. ~'~ 12 13 14 ... \., V '-I \., \..i == =; =: =: =: =~ =: =: =: =: =: =:--fi~ JOO~ ~') :~, f' I l/ I ~1 I I ~ ~///~~. Ill) 14 1 L/l1-- rr==~ I "'b, = I == == == == == ====== ::: ~:;p{ ~II 'r:)' I I- W W Ck: l- V') I- W :):::~ ...uft'i -.J~ I- >- -;.. " "- l-f ~ I . 'I . '( i~ ' 'e; . ~ '"tHi: 111111:' ="11111"11 , t!!! I! !!!! ~ -. ~I~-.'~ ~r' _ / 1!Ld . -'~'J '/ ~ ~ r== ffi) .-. :IZIII:.!I s I 6 - MECIoWoIICAL. , ~ V IV EL.ECTRICAI.. ~ I 2 % ~ I= I I I I I I I I . '(~ )J : i'--' II II 31> II II ~ 2 ..I 29 II - II .: ./ II - 28 II II 21 II II 26 II II '/ '/ I '/. '/. "== BASBIan' FLOOR PLAN -v.- . 1-0" Jon..."" 26, 2005 Comm. No, 204529 L . .'K' -,~ g....... _h_"L I ~ u > 0:::: W (f) <.. _n (CO --- =r4. - ~ C c <. c ~ ( -- .. .. F'F'E 706.416 _GF'J. ~.9.6 H - ,e l r .-1i~~V.\J '..L. esT -=; LI 32 1\ " 33 34 3S 36 31 38 - I I II II II II /I - - - ~ 2S -- EL.EV EQJIf! ------- -------- I I ~ . :_,.8 \ .~tJ" / '//.. '/ -) ~ · n t' I ~ I 19 I 2~ '1 21 22 '0 ~ ~ 'i\\7" ^ v ^ v ^ v ^ v ^ '/" /i 23 24 I 2S I 26 21 I 28 'lA :'L ~CAL.) n ...... - -- -- -- -- -- 24 23 22 21 2~ 19 nn-n ~ It stierm.n "!5!!\ft HASTINGS DOWNTOWN REDEVELOPMENT: ILOCJ( 1 CONDOMINIUMS BASEMENT FLOOR PLAN Hudngs, Mlnnesotl ~ I ------- ------- n 12 ~----?I I', /' I FAST FLOOR PLAN W · 1-0" JiUluary 26. 2005 (amm. No. 204529 L 11,,_- -"~ ,,,,,- ...._.c It StilftHn ~a 2 ) .. ~ . , -------- -------- ------- ------- 1) 14 1& .. n . 18 IS 21) I1.i1....JI .~.... ., H' HASTINGS DOWNTOWN REDEVELOPMENT: .lOCK I CONDOMINIUMS FIRST FLOOR PLAN Hasdngs, Minnesota I Q - ~ I I SECON)", -n.m~ & FORTH FLOOR TYP. PLAN 118" · 1-0" January 26. 2005 (omm. No. 204529 L . .I~.. _""0 ....... -- ,"C n.rLJI .,.,... ,.. M' €J) - sA ~ft HASTINGS DOWNTOWN REDEVELOPMENT: IlOCJ( , CONDOMINIUMS Hasdngs, Minnesota SECOND, THIRD, &. FORTH FLOOR TYP. PLAN TYPICAL FLOOR PLAN ~ SCHEDULE E Description of Public Improvements · Reconstruction and streetscaping of Tyler and Ramsey (reconstruction of Ramsey will only proceed if development on Block 2 identified in the Preliminary Agreement proceeds) and underlying utilities to the north of Second Street · Streetscaping of2'1d St. between Bailly and Tyler · Construction and landscaping of public parking lot on Block 16 · Installation of new water main in the 1st Street right-of-way · Installation of storm sewer that serves broader downtown area · Burying overhead utilities SCHEDULE F Form of Land Note PROMISSORY NOTE $562,000.00 Hastings, Minnesota , 2005 FOR VALUE RECEIVED the undersigned, Waterfront Lofts LLC, a Minnesota limited liability company (the "Undersigned"), agrees and promises to pay to the order of the Housing and Redevelopment Authority In and For the City of Hastings, Minnesota, its endorsees, successors and assigns (the "Holder), in lawful money of the United States at its principal office at 101 East Fourth Street, Hastings, Minnesota 55033, or such other place as the Holder may from time to time designate, the principal sum of Five Hundred Sixty Two Thousand Dollars ($562,000.00) together with simple interest at the rate of three and seventy five one hundredths percent (3.75%) per year from the date hereof until the principal amount of this Note is paid in full. The principal amount of this Note, together with accrued interest, shall be due and payable at the times or upon the occurrence of the events stated in Section 3.2(b) of that certain Purchase and Development Agreement dated as of . 2005, by and among the Undersigned, the Holder and the City of Hastings, Minnesota (the ''Development Agreement"), the terms of which Development Agreement are incorporated herein and made a part hereof by reference. The entire principal amount of and all accrued interest under this Note may also, at the option of the Holder, be declared immediately due and payable upon the occurrence of an Event of Default under Section 9.1 of the Development Agreement if such Event of Defauh is not cured within the time allowed for cure under Section 9.2 of the Development Agreement. The principal amount of this Note may be prepaid in whole or in part at any time. All payments made with respect to this Note shall be applied first to accrued interest and then to the principal amount of this Note. Time is of the essence. No delay or omission on the part of the Holder in exerciSing any right hereunder shall operate as a waiver of such right or of any other remedy under this Note. A waiver of anyone occasion shall not be construed as a bar to or waiver of any such right or remedy on a future occasion. In the event of any defauh hereunder the Undersigned agrees to pay the costs of collection including reasonable attorneys' fees. In the event that any payment of principal or interest on this Note is not paid within ten (10) days of the due date thereof: the Undersigned shall pay to the Holder a late charge equal to five percent (5%) of the amount of such payment. Presentment for payment, protest and notice of non-payment are waived. Consent is given to any extension or alteration of the time or terms of payment hereof: any renewal, any release of all or any part of the security given for the payment hereof: any acceptance of additional security of any kind, and any releases of: or resort to any party liable for payment hereof. Executed as of the date first above written. WATERFRONT LOFTS LLC By: Its: 2 SCHEDULE G Form of Guaranty Agreement GUARANTY TIDS GUARANTY, made and executed as of this day of . 2005, by Sherman Associates, Inc., a Minnesota corporation (the "Undersigned") to the Housing and Redevelopment Authority In and For the City of Hastings, Minnesota (the "Authority"). PRELIMINARY STATEMENT OF FACTS A. The Authority and Waterftont Lofts LLC, a Minnesota limited liability company (the "Developer"), have entered into a Purchase and Development Agreement dated as of . 2005 (the "Development Agreement") under which the Authority has agreed to convey to the Developer certain real property (the "Property") located in the City of Hastings, Minnesota on which the Developer has agreed to construct a condominium development. B. Pursuant to the Development Agreement the Developer has executed a Promissory Note (the "Note") of even date herewith in the principal amount of $562,000 evidencing the Developer's obligation to pay the purchase price paid to acquire the Property. C. The Undersigned is an owner of the Developer, will benefit ftom the Authority's conveyance of the Property to the Developer, and desires to induce the Authority to convey the Property to the Developer. D. The Authority's obligation to convey the Property to the Developer is conditioned on the Undersigned's execution of this Agreement. NOW, THEREFORE, FOR VALUE RECEIVED, and in order to induce the Authority to convey the Property to the Developer, the undersigned absolutely and unconditionally guarantees to the Authority: (i) the due and prompt payment of all amounts due under the Note; and (ii) the due and prompt payment of all costs incurred, including reasonable attorneys' fees, in enforcing payment and performance of this Guaranty or the Note. the aforesaid being herein collectively referred to as the "Indebtedness Guaranteed". THE UNDERSIGNED FURTHER COVENANTS AND AGREES: 1. The Authority may ftom time to time without notice to or consent of the Undersigned and upon such terms and conditions as the Authority may deem advisable without affecting this Guaranty: a) make any agreement extending the time for or the tenns of payment of all or any part of the Indebtedness Guaranteed; b) waive, compromise, release, subordinate, resort to, exercise or reftain ftom exercising any right the Authority may have hereunder or under the Note; c) accept additional security or guarantees of any kind; d) accept partial payment or payments on account of the Indebtedness Guaranteed; or e) from time to time hereafter further loan monies or give or extend credit to or for the benefit of the Developer provided that the Undersigned's obligations hereunder shall be limited to the Indebtedness Guaranteed. 2. The Undersigned unconditionally and absolutely waives: a) any right to participate in any of the security given for the performance of the Developer under the Note until the Indebtedness Guaranteed is paid in full; b) notice of acceptance of this Guaranty by the Authority; ! c) notice of presentment, demand for payment, notice of nonperformance, protest, notice of protest and notice of dishonor, notice of non-payment or partial payment; d) notice of any default under the Note or in the performance of any of the covenants and agreements contained herein; e) any defense described in 3. below or any offset or claim the Developer may have against the Authority; f) any limitation or exculpation of liability on the part of the Developer whether contained in the Note or otherwise; g) any right to insist that the Authority prosecute any remedies against the Developer under the Note or resort to any instrument or security given to secure the Indebtedness Guaranteed or to proceed against the Developer or against any other guarantor or surety prior to enforcing this Guaranty; provided, however, at its sole discretion the Authority may either in a separate action or an action pursuant to this Guaranty pursue its remedies against the Developer or any other guarantor or surety, without affecting its rights under this Guaranty; 2 h) any order, method or manner of application of any payments on the Indebtedness Guaranteed. 3. The Undersigned will not assert against the Authority any defense of discharge in bankruptcy of the Developer, anti-deficiency statute, merger of clauses under this Guaranty with the Indebtedness Guaranteed, ultra vires acts, or usury which may be available to the Developer in respect of the Indebtedness Guaranteed, or any setoff available against the Authority to the Developer whether or not on account of the related transaction. The liability of the Undersigned shall not be affected or impaired by any voluntary or involuntary dissolution, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting the Developer or any of its assets and that upon the institution of any of the above actions, at the Authority's sole discretion and without notice thereof or demand therefor, the Undersigned's obligations shall become due and payable and enforceable against the Undersigned. 4. No act or thing, except for payment in full, which but for this provision might or could in law or in equity act as a release of the liabilities of the Undersigned shall in any way affect or impair this Guaranty and this shall be a continuing absolute and unconditional Guaranty and shall be in full force and effect until the Indebtedness Guaranteed has been paid in full. 5. If any payment applied to the Indebtedness Guaranteed is thereafter set aside, recovered, rescinded or required to be returned for any reason (including the bankruptcy, insolvency or reorganization of Developer or any other obligor), the Indebtedness Guaranteed to which such payment was applied shall for the purpose of this Guaranty be deemed to have continued in existence notwithstanding such application, and this Guaranty shall be enforceable as to such Indebtedness Guaranteed as fully as if such application had never been made. 6. All indebtedness, liability or liabilities now or at any time or times hereafter owing by Developer to the Undersigned are hereby subordinated to the Indebtedness Guaranteed and any payment of indebtedness of the Developer to the Undersigned, if the City so requests, shall be received by the Undersigned as trustee for the Authority on account of the Indebtedness Guaranteed. 7. Notwithstanding any other provision herein to the contrary, the Undersigned agrees that until the Indebtedness Guaranteed has been paid in full it shall have no right of subrogation, reimbursement or indemnity whatsoever or any right of recourse to security for the debts and obligations of the Developer to the Authority. 8. This Guaranty is executed in order to induce the Authority to convey the Property to the Developer pursuant to the Development Agreement with the intent that it be relied upon by the Authority and in so doing with the knowledge that the Authority 3 would not convey the Property to the Developer but for this Guaranty. Conveyance of the Property, without any further action or notice, shall constitute conclusive evidence of the reliance hereon by the Authority. The Undersigned further represents to the Authority that the conveyance of the Property to the Developer by the Authority will be of financial benefit to it. 9. The Undersigned submits and consents to personal jurisdiction in the State of Minnesota for the enforcement of this guaranty and waives any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State of Minnesota for the purposes of litigation to enforce this Guaranty. Litigation may be commenced either in the court of general jurisdiction of such state or the United States District Court for the district in that state, at the election of the Authority. Nothing contained herein shall prevent the Authority from bringing any action or exercising any rights against any security given to the Authority by the Undersigned, or against the Undersigned personally, or against any property of the Undersigned, within any other state. Commencement of any such action or proceeding in any other state shall not constitute a waiver of the agreement as to the laws of the state which shall govern the rights and obligations of the Undersigned and the Authority hereunder or of the submission made by the Undersigned to personal jurisdiction within the State of Minnesota. The aforesaid means of obtaining personal jurisdiction and perfecting service of process are not intended to be exclusive but are cumulative and in addition to all other means of obtaining personal jurisdiction and perfecting service of process now or hereafter provided by the laws of the state where an action on this Guaranty is commenced. 10. No right or remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other available remedy or remedies but each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty or the Note. No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing, but only by an instrument in writing duly executed by the Authority. 11. Whenever the context requires or permits the singular shall include the plural, the plural shall include the singular and the masculine, feminine and neuter shall be freely interchangeable. 12. This Guaranty is delivered in and made in, is executed with respect to and shall in all respects be construed pursuant to and governed by the laws of the State of Minnesota. 13. Any notices and other communications permitted or required by the provisions of this Guaranty (except for telephonic notices expressly pennitted) shall be in writing and shall be deemed to have been properly given or served by depositing the same with the United States Postal Service, any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with reputable private courier or overnight delivery service, and addressed as 4 hereinafter provided. Each such notice shall be effective upon being deposited as aforesaid. The time period within which a response to any such notice must be given, however, shall commence to run :from the date of receipt of the notice by the addressee thereof. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. By giving to the other party hereto at least ten (10) days' notice thereof: either party hereto shall have the right from time to time to change its address and shall have the right to specify as its address any other address within the United States of America. Each notice to the Undersigned shall be addressed as follows: Sherman Associates, Inc. 233 Park Avenue South, Suite 201 Minneapolis, Minnesota 55415 Each notice to the City shall be addressed as follows: Hastings Housing and Redevelopment Authority 101 East Fourth Street Hastings, Minnesota 55033 Attn: Executive Director 14. This Guaranty and each and every part hereof: shall be binding upon the Undersigned and their representatives and assigns and shall inure to the benefit of the Authority, its successors and assigns. Upon assignment or transfer of the Note to an assignee or transferee, said assignee or transferee shall be substituted for the Authority and may enforce this Guaranty as if such party had been originally named as the secured party hereunder. The Undersigned shall be provided notice of any such assignment. IN FURTHERANCE WHEREOF, the Undersigned has executed this Guaranty as of the date first above written. SHERMAN ASSOCIATES, INC By: Its: 5 SCHEDULE H Fonn of Note UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF DAKOTA HOUSING AND REDEVELOPMENT AUmORITY IN AND FOR THE CITY OF HASTINGS TAXABLE LIMITED REVENUE TAX INCREMENT NOTE (WATERFRONT LOFTS PHASE I PROJECT) The Housing and Redevelopment Authority In and For the City of Hastings, Minnesota (the "Authority"), hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of Watemont Lofts LLC, a Minnesota limitedJiability company, or its permitted assigns (the "Owner"), solely from the source, to the extent and in the manner hereinafter provided, the principal amount of this Note, being Dollars ($ ) (the "Principal Amount"), commencing on August 1,20-, and continuing on each February 1 and August 1 thereafter up to and including February 1, 20_ (the "Scheduled Payment Dates"). Interest at the rate of six and one half percent (6.5%) per annum shall accrue trom the date of this Note until the earlier of the date that this Note is paid in full or the termination of the Authority's Tax Increment Financing District No. 4 (the ''District). Accrued and unpaid interest on this Note shall be added to the Principal Amount on each February 1 and August 1 up to and including the first Scheduled Payment Date on which a payment is made under this Note, but no later than August 1, 2008. This Note is the Note defined in that certain Purchase and Development Agreement dated as of . 2005, between the Authority, the City of Hastings (the "City") and the Owner (the "Contract"). Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to the Owner and mailed to the Owner at its postal address within the United States which shall be designated trom time to time by the Owner. The Note is a special and limited obligation and not a general obligation of the Authority, which has been issued by the Authority pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes. Section 469.178, subdivision 4, to aid in financing a "project", as therein defined, of the Authority consisting generally of defraying certain capital and administrative costs incurred and to be incurred by the Authority within and for the benefit of its Downtown Redevelopment Project (the "Project"). TIDS NOTE IS A SPECIAL AND LIMITED AND NOT A GENERAL OBLIGATION OF mE AUmORITY PAYABLE SOLELY OUT OF AVAILABLE TAX INCREMENT, AS DEFINED BELOW, AND NEITHER THE CITY OF BASTINGS, mE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THIS NOTE, NOR SHALL THIS NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT. The scheduled payment of this Note due on any Scheduled Payment Date is payable solely :&om and only to the extent that the Authority shall have received in the six month period preceding such Scheduled Payment Date "Available Tax Increment". For purposes of this Note, Available Tax Increment with respect to any Scheduled Payment Date shall mean ninety percent (90%) of the Tax Increment, as defined in the Contract, that has been received by the Authority in the six (6) month period preceding a Scheduled Payment Date. Available Tax Increment constitutes a portion of the real property taxes paid with respect to that certain real property described on the attached Exhibit A (hereinafter referred to as the "Property"). Available Tax Increment is subject to reduction under certain circumstances as described in the Contract. The Authority shall pay on each Scheduled Payment Date to the Owner the lesser of: (i) the Available Tax Increment; or (ii) the amount required to be paid on such Scheduled Payment Date as set forth in the payment schedule attached to this Note as Exhibit B. After the Authority makes each Scheduled Payment under this Note, the payment schedule attached hereto as Exhibit B will be revised and adjusted so that all remaining payments under this Note will amortize the unpaid principal amount of this Note, and accrued interest, assuming level payments, over the term of this Note. On the earlier of: (i) the date that this Note has been paid in full; or (ii) February 1, 20-, which is the last Scheduled Payment Date, after making the payment due on such date, the Authority's payment obligations under this Note shall terminate and this Note shall no longer be an obligation of the Authority. All payments made by the Authority shall be applied first to accrued interest and then to the Principal Amount. , The Authority's obligations herein are subject to the terms and conditions of the Contract. The Authority's payment obligations bereunder may be suspended by the Authority upon the occurrence of certain Events of Defuuh as provided in Section 9.1 of the Contract, which Contract is incorporated herein and made a part hereof by reference and, subject to the cure provisions of Section 9.2 of the Contract, the Authority's payment obligations under this Note may be terminated if such Event of Default is not timely cured. Such termination may be accomplished by the Authority's giving of written notice to the then registered owner of this Note, as shown on the books of the Authority, and subject to the Developer's and the Developer's mortgagee's right to cure any defauh. This Note shall not be payable ::&om or constitute a charge upon any funds of the Authority, and the Authority shall not be subject to any liability hereon or be deemed to have obligated itself to pay hereon :&om any funds except Available Tax Increment, and then only to the extent and in the manner herein specified. The Owner shall never have or be deemed to have the right to compel any exercise of any taxing power of the Authority or of any other public body, and neither the Authority nor any director, commissioner, council member, board member, officer, employee or agent of the Authority, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. Except as permitted by the terms of the Contract, this Note shall not be transferable or assignable, in whole or in part, by the Owner without the prior written consent of the Authority. 2 This Note is issued pursuant to Resolution _ of the Authority and is entitled to the benefits thereof, which resolution is incorporated herein by reference. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due fonn, time, and manner as required by law; and that this Note, together with all other indebtedness of the Authority outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Authority to exceed any constitutional or statutory limitation thereon. IN WITNESS WHEREOF, the Housing and Redevelopment Authority In and For the City of Hastings, Minnesota, by its Board ofConnnissioners, has caused this Note to be executed by the manual signatures of the and the of the Authority and has caused this Note to be dated ,20_. 3 EXHmIT A TO NOTE Description of Property Lot 2, Block 1, Riverfront Addition, City of Hastings, Dakota County. 4 EXHmIT B Payment Schedule SCHEDULE I Estimated Allocation of Assessments Watemont Sherman Three Rivers Hastings Lofts, LLC Associates Project HRA Phase II Tyler Reconstruction and 50% 50% Streetscaping from 2nd Street to Allev Tyler Street Reconstruction 50% 50% and Streetscaping from Alley to 1 st Street Tyler Street Reconstruction 67% 33% and Streetscaping from 1 st A venue to railroad bridge Streetscaping on north side 100% of 2nd Street Ramsey Street 50% 50% Reconstruction and Streetscaping from 2nd to 1 st Avenue Burying overhead utilities 100% on Block 1 Burying overhead utilities 100% on Block 2 Burying overhead utilities 100% on Block 16 SCHEDULE J Parking Plan The location of public spaces available during site preparation (see map). 1. During construction of Phase I, the construction staging area will be at the north end of block one. 2. During most of the grading, site preparation and construction period the parking lot on the north-east comer of Second and Tyler will be available for parking. Row A - construction workers - 16 spaces. Row B - shared, construction and pubic - 17 spaces Row C - public only - 18 spaces Row D - shared public and Sherman marketing trailer - "19 spaces 3. During a short period of site preparation, Rows A and B will not be available while a retaining wall is removed and the site graded. Construction workers and the public will be directed to use the on-street parking descn"bed below. After grading the area will be surfaced with Class 5 and then be available for parking as above. 4. On-street parking during the construction period. Tyler Street from Second to Fourth is not a two-hour zone. There are about 40 spaces in the two-block area. Only a few vehicles park on Tyler during week days; the number of spaces should be adequate to replace Rows A and B. 5. The new parking lot on the south-east comer of Second and Tyler will be under construction at the same time as Phase I grading and site preparation. When this lot is completed, approximately 100 additional spaces will be available for public use. Parking on south 1/2 of Block 1 ...... ..- ,...-/,'../ . ,. II- II ......_.nun__ ...n.u_.t~ I \ \ -----lm;;o 1: ';----------------------------- \ \ \ ~'<:" t. ..L_m_..) \..) \.. ~/' \ ~ \ r( CIJ rT? Row B /-\ \ I --I \ I L:>~~=~~~=~~=~~~==::~:~-7 \ \ : (. : : " Row C ....., rT\...... R D C....\ . . \ l.......~::..........~~......~~~~~..'.....~:..'.:....'.....:~:~...::............:::..::....:....:~..?'!!.',.,'.....'.'...'.:..'.................::.,'.'.',..'.'.'.......'...:.....,:..'.'.'.'''.' .'.'.''',:',:',~,'.'''.'.'.'. ',:......::::'.....-.:~...., ) . .,' ,,' " . " ~ =,,0:'/ -.<=-=.,==",,,==,,,,=,,,,,.=,,,,,,,,,,,,,,,,,,,,,,==,,,,,,,,,,==,,==,,,,,==/ 1'---.-......... -m.. ...........-......--... ..... ,. : ___________________...... ................___..____......__n__......_______.__.....__u_______no___n..n.._____________________........_______.__________....__n___n_n__....___......___............ ..--.....m..m........::.~.\::.i:::::.\::::;:::. : ..._n_......_._..__ ---..--. \ \i---------------T-------i----------\ \ I " N Legend C) Parcel Unes .....,'-\.......... Roads s SCHEDULE K Access Agreement ACCESS AGREEMENT THIS ACCESS AGREEMENT (this "Agreement") is made and entered into effective as of the _ day of , 2005, between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HASTINGS, a public body corporate and politic of the State of Minnesota (the "Authority"), and WATERFRONT LOFTS LLC, a Minnesota limited liability company ("Redeveloper"). RECITALS A. The Authority, Redeveloper, and the City of Hastings (the "City") have previously entered into a Master Preliminary Development Agreement dated as of January 3, 2005 (the "Preliminary Agreement"), and a Purchase and Development Agreement dated as of , 2005 (the "Development Agreement"), which contemplate the redevelopment by Redeveloper of several parcels of real property located in the City. B. The Authority and Redeveloper have previously entered into a Right of Entry Agreement dated as of May 24, 2005 (the "Right of Entry Agreement"), under which the Authority has granted Redeveloper the right to enter upon the Redevelopment Property (as defined in the Development Agreement) to undertake certain testing, marketing, and other activities related to the redevelopment of the Redevelopment Property. C. As of the date hereof, the Authority has conveyed the Phase I Property (as defined in the Development Agreement) to Redeveloper for the construction of residential multifamily housing ("Phase I"). D. Redeveloper has received :from the Authority and the City the rights to redevelop the Phase II Property and the Phase III Property (as such terms are defined in the Development Agreement), subject to certain requirements set forth in the Preliminary Agreement and the Development Agreement. E. At the time that Redeveloper commences grading and site preparation activities on the Phase I Property, it also intends to conduct certain grading and site preparation activities on the Phase II Property and the Phase III Property to prepare the parcels for redevelopment, and to continue marketing activities on the Phase II Property. F. Redeveloper desires to enter onto the Phase II Property and the Phase ill Property for purpose of carrying out the following activities (collectively, the "Permitted Site Preparation Activities"): (i) grading and site preparation activities to prepare the Phase II Property and the Phase III Property for future redevelopment; (ii) access to and parking on the Phase II Property and the Phase III Property for purposes of conducting such grading and site preparation activities and during the construction of Phase I; (ill) physical inspections of the Phase II Property and the Phase III Property, including environmental and soil investigations, in order to evaluate the geotechnical and environmental condition of the Phase II Property and the Phase III Property and to design appropriate response actions; and (vii) surveying and engineering studies of the Phase II Property and the Phase 1 III Property. G. Redeveloper desires to enter onto the Phase II Property for purpose of continuing the following activities (collectively, the "Permitted Marketing Activities"): (i) placing a sales trailer (the "Trailer") on the Phase II Property; (ii) conducting marketing activities on the Phase II Property for the sale of housing units; (ill) access to the Trailer and parking on the Phase II Property for purposes of conducting such marketing activities; and (iv) placing marketing signage on the Phase II Property in accordance with City code. H. The Permitted Site Preparation Activities and the Permitted Marketing Activities are collectively referred to as the "Permitted Activities". I. The Authority is willing to grant a right of entry to Redeveloper in accordance with the terms and conditions of this Agreement. AGREEMENT 1. G rant of License. The Authority hereby grants Redeveloper, its employees, agents, contractors and subcontractors a license to enter into and upon the Phase II Property and the Phase III Property solely for the purpose of conducting the Permitted Activities. Redeveloper acknowledges and agrees that this Agreement creates a license only and that Redeveloper does not and shall not claim at any time any interest or estate of any kind or extent whatsoever, including but not limited to any fee, leasehold or easement interest in the Phase II Property or the Phase III Property by virtue of this right of entry or Redeveloper's use of the Phase II Property and the Phase III Property in accordance herewith. 2. Restrictions on Use of License. In addition to the restrictions upon usage of the Phase II Property and the Phase III Property as expressly described herein and necessarily implied by the license granted by Section 1 hereof, Redeveloper shall exercise all reasonable efforts to undertake all aspects of the Permitted Activities in the least intrusive manner possible, so as to minimize the impact and effect that the Permitted Activities may have upon the Phase II Property and the Phase III Property. 3. Employees, Agents, Contracton, and Subcontracton. The Permitted Activities may be performed by Redeveloper through its employees, agents, contractors and subcontractors. For the purposes of this Agreement, the actions and omissions of such employees, agents, contractors and subcontractors shall be deemed to be the actions and omissions of Redeveloper. 4. Access to Property for Inspection. Redeveloper shall permit governmental authorities with jurisdiction over the Permitted Activities to enter the Phase II Property and the Phase III Property for the purpose of inspecting or monitoring progress of the Permitted Activities. Redeveloper shall permit the agents and representatives of any insurance companies that are insuring the Permitted Activities or Redeveloper access to the Phase II Property and the Phase III Property for the purpose of monitoring progress of the Permitted Activities. 2 5. Term. The initial term ofthis Agreement shall commence on the date hereofand shall terminate on the earlier of (a) the termination of the Preliminary Agreement and the Development Agreement or (b) September 30, 2006 (the "Initial Term"). The Authority and Redeveloper may agree to extend this Agreement on a month to month basis upon the expiration of the Initial Term. 6. Fees and Costs. Redeveloper shall be responsible for the costs of all labor, services, equipment, and materials used in connection with all aspects of the Permitted Activities and shall not permit any lien or encumbrance upon the Phase II Property or the Phase III Property resulting from its activities thereon. 7. Damage to Property. If any of the Phase II Property or the Phase III Property is damaged by Redeveloper in connection with the Permitted Activities, Redeveloper shall promptly repair (or arrange for the repair of) such damage at the sole cost and expense of Redeveloper. 8. Indemnity. Redeveloper shall indemnify, defe~d and hold harmless the Authority against any and all claims, demands, actions, suits, judgments, losses, damages, expenses, penalties, fines, sanctions, court costs, litigation costs, and reasonable attorneys' fees (collectively referred to herein as "Claims") asserted against or incurred by the Authority, its successors, designees and assigns, for injuries to persons and/or entities (including without limitation, loss of life) and for damage, destruction or theft of property that may be sustained directly or indirectly due to the activities, operations or use of the Phase II Property and the Phase III Property by Redeveloper, its successors, agents, employees, contractors, subcontractors invitees and representatives of any kind, and all those claiming by or through them, except to the extent caused by the negligence or willful misconduct of the Authority. 9. Condition of Property, Assumption of Risk. Redeveloper acknowledges that it (a) has physically inspected the Phase II Property and the Phase III Property and (b) accepts the Phase II Property and the Phase III Property with full knowledge of the condition thereof: Redeveloper is also fully aware of the risks of working on and about the Phase II Property and the Phase III Property and knowingly assumes the risk ofharm (e.g., injury to or death of persons and damage to or destruction of property) that may occur while on and about the Phase II Property and the Phase III Property. Redeveloper assumes full responsibility for protecting its installations and personal property from theft and vandalism while such installations and personal property are in and on the Phase II Property or the Phase III Property. 10. Insurance. Redeveloper shall, at its own expense, obtain and keep in force, during the term of this Agreement, a commercial general1iability insurance policy in an amount not less than $1,000,000.00 per person per occurrence for bodily injury, including death, and $1,000,000.00 per person per occurrence for property damage; said policy shall not exclude explosion, collapse or underground property damage. The general liability coverage shall contain an endorsement naming the Authority as additional named insured as to the actions and omissions committed by Redeveloper for which the Authority could be held responsible. Redeveloper shall furnish certificates of insurance evidencing compliance with this Section 10 and including a provision requiring not less than 30 days' written notice to the Authority of cancellation or change in the policy. 3 11. Permits and Licenses; Compliance with Laws. Redeveloper shall secure any permits or licenses required in connection with the Permitted Activities and shall comply with all Jaws applicable to the Permitted Activities, including but not limited to any Jaws, standards, reguJations, and permit requirements relating to environmental pollution or contamination or to occupational health and safety. 12. Public Parking. Redeveloper acknowledges that portions of the Phase II Property are currently used for public parking and agrees to conduct the Permitted Activities on the Phase II Property so as to minimize any interference with the public parking on the Phase II Property. 13. Default; Enforcement of Agreement. In the event of a breach by Redeveloper of its obligations under this Agreement, and after the Authority's delivery by U.S. Mail of five days' prior written notice of said breach (or, without any notice in the event of an emergency where publicheaIth or safety is endangered), Redeveloper agrees that it shall immediately surrender and vacate the Phase II Property and the Phase III Property. Redeveloper further acknowledges and agrees that no remedy conferred upon or reserved to the Authority is intended to be exclusive of any other avaiJable remedy or remedies, and thus the Authority shall be entitled forthwith to :full and adequate other relief under both law and equity to enforce Redeveloper's obligations hereunder, including but not limited to an action for money damages. If Redeveloper defaults under any of the provisions of this Agreement and the Authority employs attorneys or incur other expenses for the enforcement of performance of any obligation or agreement on the part of Redeveloper, Redeveloper will on demand pay to the Authority the reasonable fee of such attorneys and such other expenses so incurred. 14. Transfer/Assignment. Redeveloper shall not transfer or assign any of its rights hereunder, other than to a limited liability company of which Redeveloper is the sole member, without the prior written consent of the Authority. Any such transfer or assignment made without the prior written consent of the Authority shall be null and void and of no force or effect and shall entitle the Authority to terminate this Agreement. 15. Governing Law. This Agreement shall be construed and interpreted in accordance with the Jaws of the State of Minnesota, without reference to the choice of law rules thereof. 16. Entire Agreement. This Agreement is the :full, complete, and entire agreement of the parties with respect to the subjects hereof, and any and all prior writings, representations, and negotiations with respect to those subjects are superseded by this Agreement. 17. Headings. The headings used in this Agreement are provided solely as a convenient means of reference. They are not intended to, and do not, limit or expand the purpose or effect of the paragraphs to which they are appended. The headings sBall not be used to construe or interpret this Agreement. 18. Singular and Plural. As used in this Agreement, the singular form of a word includes the plural form of that word, and vice versa, and this Agreement shall be deemed to include such changes to the accompanying verbiage as may be necessary to conform to the change from a singular to plural, or vice versa. 4 19. Counterparts. This Agreement may be executed in counterparts. AUTHORITY: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HASTINGS By: Its: By: Its: .' REDEVELOPER: WATERFRONT LOFTS LLC By: George E. Sherman President and Chief Manager 5 SCHEDULE L Subdivision Development Agreement SUBDIVISION AND DEVELOPMENT AGREEMENT FOR RIVERFRONT ADDITION This Agreement is made and entered into this _ day of ,2005, by and between the City of Hastings, a Minnesota Municipal Corporation ("City"); the Hastings Housing and Redevelopment Authority In and For the City of Hastings, a public body corporate and politic("HRA"); and Watemont Lofts LLC, a Minnesota LLC ("Developer"); and WHEREAS, Developer proposes to purchase the property to be platted as Rivemont Addition in the City of Hastings, Dakota County, Minnesota; and ! WHEREAS, Developer intends to undertake the development and construction of a residential and commercial development within said plat; and WHEREAS, Developer proposes to develop the Subject Property in no more than three phases; and WHEREAS, Developer also seeks site plan approval for improvements to be constructed as part of phase one; and WHEREAS, all parties to this Agreement desire to memorialize various agreements and understandings concerning matters of mutual interest regarding the Subject Property and any construction thereon. NOW, THEREFORE, it is hereby agreed between the parties as follows: 1. Aoolication of Subdivision and Develooment All1'eement. This Subdivision and Development Agreement sball apply to the following property in the City ofHastings, Dakota County, Minnesota, ("Subject Property"), legally described as: Riverfront Addition, According to the recorded plat thereof, on file with the Dakota County Recorder's Office. All references in this Development Agreement to a lot or block shall refer to a lot, block or outlot contained in the plat thereof. 2. Authoritv to Make Allreement. Developer warrants it has full authority to enter into this Subdivision and Development Agreement and perform the conditions herein contained. Developer further warrants it is authorized to develop the Subject Property without the consent, participation or permission of any other person or entity. 3. Purchase and Develooment Allreement Dated Julv . 2005. Developer has entered into a Purchase and Development Agreement dated July _, 2005 (Purchase and Development Agreement) with the BRA as well as the City of Hastings. It is agreed that the terms of this Subdivision and Development Agreement supplement and do not replace any of the terms of the Purchase and Development Agreement between the BRA, City and Developer. 4. Phased Develooment. Developer agrees to develop the Subject Property in not more than three phases. The approved phases are shown on ExIn"bit A. Developer agrees it will not deviate ftom this approved phasing plan without the prior approval of the City with the exception that Developer may reverse the development order of Phase 2 and Phase 3. Developer further agrees that failure to follow the phasing plan shall be grounds for the City to withhold any future approvals sought by Developer. Developer further agrees the attached phasing plan is a material inducement to get the City to approve Phase 1. 5. Number of Residential Units ADoroved. Phase 1 as shown on ExlnDit A has been approved for 28 residential condominium units to be constructed within one 4-story building with underground parking on Lot 2 of the Subject Property. The architectural style of this condominium building must be substantially similar to the drawing on Exhibit B. 6. Sewer Interceotor Fees. Before the City will release the final plat for recording, Developer must pay to the City Sewer Interceptor Fees in the amount of$22,564.30. This represents 50 units times $365.00 per unit plus 1.97 acres times $2,190.00. 7. Park Dedication Fees. Before the City will release the final plat for recording, Developer must pay to the City park dedication fees in the amount of $57,955.00. This represents 50 units times $1,100.00 per unit plus 1.97 acres times $1,500.00. 8. ESDlanade. At the time Developer constructs Phase 1, Developer shall also construct the esplanade on Lot 2 of the Subject Property as shown on Exhibit C. The cost of constructing the esplanade shall be reimbursed to Developer by the HRA upon completion of construction and acceptance by the city of Hastings Public Works Department. The City will be responsible for maintaining the esplanade after it has been constructed. At the time the final plat is signed by City, Developer shall convey to City, at no cost, a permanent easement for public access purpose.s over the esplanade as shown on Exhibit C. 9. Parkinll. At the time Phase 1 is constructed, Developer shall also construct the parking as shown on Exhibit D. All parking spaces along the east side of Lot 1 shall be constructed with concrete curb and gutter. Similarly, the parking spaces along the south side of the building to be located on Lot 2 shall also be constructed with concrete curb and gutter. All parking spaces on Lots 1 and 2 shall be covered with a bituminous surface as approved by the City. HRA agrees to give Developer a temporary easement over Lot 1 and Lot 2 for the purposes of constructing and maintaining the parking areas on both lots. It is agreed Lot 3 will be graded by Developer and used as a temporary parking lot until Phase 2 is built. Until construction on Phase 2 commences, Developer shall keep the graded portions of Lot 3 covered with Class 5 gravel or asphalt. Developer shall be required to maintain the parking area on Lot 3. The temporary parking area on Lot 3 shall be available for public parking as shown on the parking plan attached as ExIn"bit C until such time that construction begins on Phase 2. 10. Trail. Developer agrees to construct a bituminous pedestrian trail along the eastern edge of Lot 1 ITom the north side of Second Street north to a point on Lot 1 to be determined by the City. This trail shall be at least 10 feet wide and otherwise constructed to City specifications. The HRA will reimburse the developer for the costs to construct the trail upon completion of th trail and acceptance by the city of Hastings Public Works Department. This trail will be maintained by the City. At the time the mylars for the Subject Property are released, Developer shall convey to City a permanent trail easement at no cost to the City. 11. Gradinll. Developer shall grade the Subject Property according to the grading and erosion control plan dated , a copy of which is on file at Hastings City Hall. Any area graded on Lot 1 shall be seeded with grass and maintained by Developer until Phase 3 is developed. Any graded areas on Lot 3 shall be covered with either Class 5 gravel or asphalt. Lot 3 may be used as a temporary parking lot until construction begins on Lot 3. Developer shall be responsible for maintaining Lot 3 until construction is completed on Lot 3. Other than as provided for Lot 2 and Lot 3, all disturbed areas on the Subject Property must be stabilized with a rooting vegetative cover to eliminate any erosion problems. All disturbed areas on the Subject Property shall also be maintained so as to comply with all City of Hastings property maintenance ordinances. Upon completion of site grading, the Developer shall submit to the Public Works Division for review, an as-built grading plan in a type and format specified by the Public Works Division showing the newly graded elevations at all lot comers, critical elevations in drainage ways, one foot contours at JX>nding and sedimentation basins, and at ponding level control points for ponding basin emergency overflow swales. 12. Drive Aisles. Developer shall construct driveway aisles on the property as shown on the site plan dated , a copy of which is on file at Hastings City Hall. The location of these drive aisles are generally described as being between Lots 1 and 2; Lots 2 and 3; and that part of Lot 1 adjacent to Lots 2 and 3. The drive aisles on Lot 1 shall be improved to City standards and with a temporary asphalt surface. Cmb and gutter shall also be installed as required by Paragraph 9. lIRA will convey to Developer the necessary easement to allow the construction of the drive aisles over Lot 1. 13. LandscaDinll and StreetscaDes. Developer shall install all landscaping and streetscapes as shown on the Landscape Plan approved by the City Council on May 16,2005, a copy of which is on file at Hastings City Hall. All streetscapes from the curb to the edge of the right-of-way shall be installed by Developer when Developer constructs the improvements on the adjoining lot. The cost to construct the streetscapes shall be paid or assessed as provided in the Purchase and Development Agreement. 14. Utilities. All utilities shall be constructed according to the Utility Plan dated , a copy of which is on file at Hastings City Hall. Developer shall be responsible to construct any utilities located between the utility main in the public right-of-way and any buildings constructed on Subject Property. City will be responsible for the utility main construction within a right-of-way. The cost to construct these utilities shall be paid or assessed as descn"bed in the Purchase and Development Agreement. 15. Blastinll Prohibited. Developer shall not blast or allow any blasting to take pJace on the Subject Property. When Developer seeks building permits ftom the City, Developer shall identify the method it will use for rock removal on the Subject Property. 16. Lillhtinll. All lighting on the Subject Property shall be down cast and incorporate cut off shielding so as to direct light onto the parking areas and away from adjacent properties. All lighting on the Subject Property shall be further designed so there are 0.5 foot candles at the Subject Property line. 17. Homeowner's Association. Before the city will sign and release the :final plat Developer must submit to the City a Declaration of Covenants, Conditions and Restrictions for City's review and approval. This Declaration shall address such topics as: a. Ensure maintenance of open space, median plantings, common drives and common utilities. - b. Statement requiring the deeds, leases or documents of conveyance affecting buildings, units, parcels, tracks, townhouses or apartments to be subject to the terms of the Declaration. c. A provision for the formation of a property owner's association or corporation and that all owners must be members of said association or corporation which shall maintain all properties and common areas in good repair and which shall assess individual property owners proportionate shares of joint or common expenses. The association or corporation may not be terminated or disbanded. ! d. Membership in the association shall be mandatory for each owner and any successive buyer. e. Space restrictions must be permanent and may not be changed or modified without City approval. f. The association shall be responsible for liability insurance, local taxes and the maintenance of the open space facilities deeded to it. g. Property owners shall be responsible for their prorated share of the costs of the association by means of an assessment to be levied by the association which meets the requirements for becoming a lien on the property and in accordance with Minnesota Statutes. h. The association may adjust the assessment to meet changing needs. 18. Waste Refuse Containers. All waste refuse and recycling containers of any type on the Subject Property shall be located at all times within a fully enclosed building. 19. Private Streets. All streets within the Subject Property are private streets and shall be maintained by the homeowner's association to be created under Paragraph 17. 20. Tree PreservationlReDlacement Plan. Developer shall submit to the City for its approval, a tree preservation/replacement plan which shall identify the sizes and species of all significant trees per the Tree Preservation Policy for replacement. 21. Recordinll of Final Plat. The final plat of the Subject Property shall be recorded with Dakota County within 90 days after final approval is given by the city council. If the final plat is not recorded within that time period, the City's approval is void and Developer must re-obtain all City approvals. 22. Letter of Credit and InsDection Escrows. A. Before Developer begins any grading on the Subject Property, Developer or Developer's contractor shall post with the City a letter of credit or escrow in the amount of125% of the grading cost. B. Before the Developer begins any street and utility construction, Developer shall post with the City a letter of credit or cash escrow in the amount of 125% of the street and utility improvement costs. Additionally, before any grading or street and utility construction commences, Developer shall also post the cash escrow in an amount determined by the City's Public Works Director to reimburse the City for inspection fees that incur for the grading, street and utility construction inspections. Before Developer begins any grading or any street or utility construction, Developer shall provide City with proof of liability and insurance in an amount of at least one million dollars. City shall also be named as an additional insured on all liability insurance policies used to satisfy the requirements of this paragraph. C. All letters of credit required by this Agreement shall be in a form acceptable to the City and issued by a company licensed to do business in Minnesota. D. Maintenance Bond - Prior to accepting or approving the completed Developer financed and constructed grading and/or street and utility improvements, the Developer must submit a maintenance bond ftom Developer's contractor in the amount of 20% of the improvement costs, covering a period of one year after City acceptance of the improvements. E. Privately Constructed Improvements - In the event the Developer elects to pay one hundred percent (100%) ofall costs incurred for installation of the improvements outside of the normal assessment procedure, Developer may do so provided Developer complies with the following requirements: 1. All construction shall be in accordance with plans and specifications approved by the Public Works Division. 2. The Developer must retain a registered civil engineer to design and inspect the improvements and to certify that the improvements were constructed in accordance with the approved plans. 3. Complete the required improvements within a two-year period. 4. Provide the City with reproducible as-built drawings of the improvements within two months of completion of the improvements. 5. 23. SDecifications -lnsDections. Unless otherwise stated, all of the required improvements shall conform to engineering standards and specifications as required by the City. Such improvements shall be subject to inspection and approval by, and shall be made in sequence as determined by the Public Works Division. Plans and specifications for the required improvements shall be submitted to the Public Works Division in a type and format specified by the Public Works Division for review and approval. The required improvement plan review fee as established by City Council resolution shall be paid at this time. Inspection of Public Improvements - Construction of all subdivision street and utility improvements and other required subdivision improvements shall be inspected by a City designated inspector for compliance with City standards, and the approved improvement plans and specifications. The Public Works Director shall determine the estimated cost of inspection services. The City will pay all improvement inspection costs incurred from these escrowed funds, and furnish the Developer with copies of all invoices received. The City will also charge 10% of the consultant fees to cover City overhead and administration costs connected to the inspection services. Excess funds will be returned to the Developer upon completion and acceptance of the improvement project. If the funds deposited with the City are insufficient to cover the inspection costs, the Developer will be required to deposit additional funds with the City to cover the estimated overage. As-Built Improvement Plan - Upon completion of the required public improvements, the City inspector shall prepare a record as-built drawing of the constructed improvements. 24. Electronic CODies of Required Documents. Before the City will sign the final plat, Developer shall submit to the City, electronic copies of the plat, plan set record drawings and grading plan in an electronic format which is acceptable to the Hastings Engineering Department. 25. ProDertv Monuments. Steel monuments shall be placed at all block comers, lot comers, angle points, points of curves in streets and at intermediate points as shown on the Final Plat. Such installation shall be the Developer's expense and responsibility. All federal" state, county, or other official benclnnarks, monuments, or triangulation stations in or adjacent to the Subject Property shall be preserved in precise position. The Developer shall replace all monuments displaced, damaged or removed during grading operations. The monuments shall be installed after the final grading has been completed. The Developer shall provide required certification of installation to the County. A copy of this certification shall also be sent to the City. 26. Reauirements (or a Buildinll Permit. No building permits shall be granted on the Subject Property until such time as a certified copy of the recorded plat has been filed with the City and production of proof that all conditions of plat approval have been met. In a case where the City of Hastings is a party to the platting, a copy of the plat, certified by the City Clerk as true and correct, shall satisfY the requirements of this section. No building permits shall be granted on the Subject Property until such time that the Developer provides the City with a certified survey indicating that the entire site as shown on the preliminary and final plats has been graded pursuant to the approved elevations shown on the preliminary and final plats. No building permits, except for approved sales models, shall be granted on the Subject Property until the bituminous base course has been constructed, sod behind the curb and gutter installed, and sanitary sewer, water main and storm sewer improvements tested and accepted. 27. Buildinll Permit Submittal Reauirements. An original certificate of survey ftom a licensed surveyor is required for all new development, including expansions of existing buildings. The Building Official may for accessory structures or minor additions (decks, porches, attached garages), waive the Certificate of Survey submittal requirements in favor of an approved site plan indicating the location of existing and proposed structures in relation to lot lines. A. The Certificate of Survey shall reference and be based on an approved grading plan. B. The Certificate of Survey shall include at a minimum the following information: 1. Property boundaries. 2. Existing structures. 3. Proposed structures (including driveways). 4. Existing and proposed lot comer elevations. 5. Proposed drainage flow (arrows). 6. Proposed garage floor elevation. 7. Proposed lowest floor elevation. 8. Proposed lowest foundation opening. 9. Proposed top offoundation elevation (front and rear). 10. Proposed finish grade elevations at building comers. 11. Street right-of-way (to centerline). 12. Existing property monuments. 13. Detailed spot elevations for drainage swales based on the approved grading plan. 14. Existing and proposed midpoint elevations on side lot lines. 15. Existing top of curb elevations at the extension of side lot lines and at the midpoint of the lot. 16. On-site sewage treatment system location and potable well location, if applicable. C. Survey benchmarks shall be identified on certificate of survey. D. Field hubs shall be placed onsite by a licensed surveyor to show top of foundation elevation and setbacks. ! 28. Erosion Control Plan Reauirements (Mav be identified on Certificate ofSurvev). A. Silt Fence - A silt fence shall be identified on the erosion control plan. The silt fence shall be located along the front yard (3 feet from curb or behind sidewalk), along existing developed yards, and where needed for erosion control as determined by the City's Engineering Department. A. Rock Driveways - A rock driveway shall be identified on the erosion control plan. The rock driveway shall be constructed ofCAl/CA2 Course Aggregate 1-2" rock - 6" deep per MPCA Manual. 29. Successors and Assillns. This agreement shall be binding upon the successors and assigns of the parties hereto and shall run with the land. 30. Recordinll of Allreement. An original executed copy of this Agreement shall be filed with the Dakota County Recorder's Office, which shall give notice to all subsequent purchasers of the property within the Subject Property of the provisions of this Agreement. All recording fees shall be paid by Developer. 31. Recordinll of Final Plat. The final plat of the Subject Property, as approved by the City, shall be recorded with the Dakota County Recorder's Office, before any building permit is issued. 32. Other Conditions. Nothing in this Development Agreement shall limit or modifY in any way the conditions imposed by the Hastings City Council as part of its approval of the preliminary plat and final plat of the Subject Property, which conditions are on file at Hastings City Hall and which are incorporated in full into this Agreement by reference. 33. Miscellaneous. A. It is agreed that any breach of the terms of this Development Agreement shall be grounds for the denial of any building permit, certificate of occupancy or any other required city approvals with respect to the lot or lots to which the breach directly relates. Developer shall be provided with notice of any breach of the terms of this Development Agreement in accordance with the notice provision hereafter and shall be provided a period of30 days in which to cure the breach. During this 30 day cure p~od, the City shall be allowed to withhold any required permits, certificates of occupancy or any other City approvals, unless the City is given assurances in an amount and a form deemed appropriate in the sole discretion of the City that the breach will be eliminated. B. If any portion of this Development Agreement is held invalid for any reason, that decision shall not affect the validity of the remaining portions of this Development Agreement. C. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of this Development Agreement. All amendments or waivers to this Development Agreement must be in writing, signed by all parties and approved by written resolution of the city council. D. All parties to this Development Agreement have participated fteely in the negotiations and preparation hereof. Accordingly, this Development Agreement shall not be construed more strictly against anyone of the parties as a result hereof. E. Any notice required by this Development Agreement shall be sent to the parties as follows: TO THE CITY: City of Hastings Attn: City Administrator 101 E. Fourth Street Hastings, MN 55033 TO THE HRA: Hastings HRA Attn: Executive Director 101 E. 4th ST. Hastings, MN 55033 TO THE DEVELOPER: Waterfront Lofts LLC day of . 2005. Dated this CITY OF HASTINGS, A MINNESOTA MUNICIPAL CORPORATION By: Michael D. Werner, Mayor (SEAL) By: Melanie Mesko Lee, Administrative Assistant/City Clerk day of Dated this , 2005. Housing and Redevelopment Authority in and for the city of Hastings, a public body corporate and politic By: By: day of Dated this , 2005 DEVELOPER: WATERFRONT LOFTS LLC, ALIMITEDLMBUITYCOMPANY By: ACKNOWLEDGMENT STATE OF MINNESOTA) ) SSe COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this _ day of .2005 by Michael D. Werner and Melanie Mesko Lee the Mayor and Assistant City Administrator of the City of Hastings, Hastings, Minnesota. NOTARY PUBLIC ACKNOWLEDGEMENT STATE OF MINNESOTA) ) COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this _day of . 2005 by and the Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the city of Hastings, a public body corporate and politic. NOTARY PUBLIC ACKNOWLEDGMENT STATE OF MINNESOTA) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of .2005 by . the of Waterfront Lofts LLC, a Minnesota a limited liability company. NOTARY PUBLIC THIS INSTRUMENT DRAFTED BY: Fluegel & Moynihan P .A. 1303 South Frontage Rd., #5 Hastings, MN 55033 SMM/ham VIII-B-3 City of Hastings - Minor Subdivision - Lot 2, Block 1, Hastings Industrial Park No.3 City Council Memo - July 5, 2005 Page 1 Memo To: Mayor Werner and City Council From: Cecily Schrader, Planning Intern Date: July 5, 2005 Subject: City of Hastings - Minor Subdivision #2005-41 to subdivide Lot 2, Block 1, Hastings Industrial Park No.3 REQUEST The City of Hastings requests minor. subdivision approval to subdivide Lot 2, Block 1, Hastings Industrial Park No.3. Two parcels would be created from the existing 9.84 acre parcel as follows. Parcel A is proposed to consist of the most northerly 230 feet of the existing lot (+/- 2.98 acres) while Parcel B would consist of the remaining +/- 6.86 acres of the lot. This request is being made in conjunction with the site plan review for United Building Centers (UBC). Minor Subdivision Parcel Size Parcel A - Vacant 2.98 acres Parcel B - UBC Showroom and Warehouse 6.86 acres RECOMMENDATION The Planning Commission reviewed this request at its meeting on June 27th. The Commission voted 7-0 to approve the request subject to the condition of the attached resolution. No one from the public spoke for or against the item at the meeting. Staff recommends approval of the attached resolution. ATTACHMENTS . Resolution . Location Map City of Hastings - Minor Subdivision - Lot 2, Block 1, Hastings Industrial Park No.3 City Council Memo - July 5, 2005 Page 2 BACKGROUND INFORMATION Comprehensive Plan Classification The property is designated is designated I-Industrial. The proposed use of the property is consistent with the comprehensive plan designation for this area. Zoning Classification . The subject property is zoned 1-1 -Industrial Park. The proposed use of the property is consistent with permitted uses in this district. Existing Condition The site is undeveloped, relatively flat, and treeless. Adjacent Zoning and Land Use The following land uses abut the property: Direction Existina Use North Hastings Water Tower Hastings State Hospital Enterprise Ave Spiral Blvd Intek Weatherseal East South West Zonina P-1 Public Institution P-1 Public Institution 1-1 - Ind. Park 1-1 - Ind. Park 1-1 -Ind. Park . Comp Plan I - Industrial P - Public I -Industrial I - Industrial I -Industrial Background The existing lot consists of 9.84 acres. The City was approached by United Building Centers (UBC) to construct a warehouse and showroom facility at this location. When it was determined that UBC only needed +/- 6.86 acres, rather than the full 9.84 acres, the City decided to split the lot and reserve the remaining +/- 2.98 acres for future development. UBC has expressed interest in purchasing Parcel A for use as a truss manufacturing plant in the future. Parcel A would also be available for another industrial use. MINOR SUBDIVISION REVIEW Minor Subdivision Provisions Section 11.10 of the Subdivision Ordinance regulates the Minor Subdivision (Waiver of Platting Requirements) as follows: · A minor subdivision is limited to one division of a parcel of land per twelve month period which results in no more than three lots provided no new road is required and aI/lots created meet the requirements of the Zoning Ordinance. City of Hastings - Minor Subdivision - Lot 2, Block 1, Hastings Industrial Park No.3 City Council Memo - July 5, 2005 Page 3 · The minor subdivision shall not necessitate any additional public investment in new roads nor utilities to serve the lots. Easements No easements are required at this time. A larger side lot easement will be required for Parcel A if it is sold to someone other than use in the future. Lot Size - Parcel A The proposed lot size for Parcel A should provide adequate space for construction of an industrial facility. HASTINGS CITY COUNCIL RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HASTINGS APPROVING A MINOR SUBDIVISION OF LOT 2, BLOCK 1, HASTINGS INDUSTRIAL PARK NO.3 Council member Resolution and moved its adoption: introduced the following WHEREAS, the City of Hastings has initiated consideration of a minor subdivision to split a +/- 2.98 acre parcel from a 9.84 acre parcel located at the northwest corner of Spiral Boulevard and Enterprise Avenue, legally described as follows: Parcel A: The most northerly 230 feet of Lot 2, Block 1, HASTINGS INDUSTRIAL PARK NO.3, Dakota County, Minnesota. Parcel B: Lot 2, Block 1, HASTINGS INDUSTRIAL PARK NO.3, Dakota County, Minnesota; except the most northerly 230 feet thereof. WHEREAS, on June 27th, 2005, a review of this minor subdivision was held before the Planning Commission of the City of Hastings, and NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HASTINGS AS FOLLOWS: That the request to subdivide Lot 2, Block 1, HASTINGS INDUSTRIAL PARK NO.3 is hereby approved, with the following condition: 1) A larger side lot easement will be required for Parcel A if it is sold to someone other than United Building Centers in the future. Council member moved a second to this resolution, and upon being put to a vote it was unanimously adopted by all Council members present. Adopted by the Hastings City Council on July 5th, 2005 by the following vote: Ayes: Nays: Absent: ATTEST: Michael D. Werner, Mayor Melanie Mesko Lee, City Clerk (City Seal) I HEREBY CERTIFY that the above is a true and correct copy of the resolution presented to and adopted by the City of Hastings, County of Dakota, Minnesota, on the 5th day of July, 2005, as disclosed by the records of the City of Hastings on file and of record in the office. Melanie Mesko Lee, City Clerk (SEAL) This instrument drafted by: City of Hastings 101 4th St. East Hastings, MN 55033 ;-_.n.__....u...u...u......._u._.._____________._..._______._._.__..._...._._.........__....._ ------------------., ..-.--..---.-.-.-----. ~n_nn n nn..nnn.nn............ _ _..... _... _._.... _................ _ _ ..._.................... ______11__- n. 1 I..'~U-.U_..::::::::::::~ : r""":"::::~~:.:;:;::.:::,,::"""......F:::::::;:::::::::::::,,: . . ; ;-._- ....-..... ...__.... n_.....-..........-n. :.--. !'. .. ~ ~"f' ~ Lot Split NW Corner of Spiral Blvd & Enterprise Ave Legend _ Buildings '/\" ,l ;' \j Roads o Parcels Map Date: June 14, 2005 N -~- + Site Location Memo VlII-B-4 To: Mayor Werner and City Council From: John Hinzman, Planning Director Date: July 5, 2005 Subject: Resolution - Site Plan Review #2005-38 - Construction of a lumber and home improvement facility - northeast comer of Spiral Boulevard and Enterprise Avenue - United Building Centers (UBC). REQUEST Shefchik Builders on behalf of United Building Centers (UBC) seek Site Plan Approval to construct a 35,000 +/- s.f. showroom and warehouse, and five accessory storage buildings at the northwest comer of Spiral Blvd and Enterprise Ave in the Hastings Industrial Park. RECOMMENDATION '. The Planning Commission voted 7-0 to recommend approval of the request at the June 27, 2005 meeting with limited discussion. No one spoke for or against the item during the meeting. Landscaping - Commissioners requested that the City Forester examine the sumac landscaping proposal abutting Enterprise Drive. Kevin Smith suggested other planting be used in lieu of sumac; perhaps columnar arbor vitae. Fencing - Since Planning Commission, UBC has requested permission to erect their proposed 8 foot chain link fence without slats; they find the slats are not that aesthetic and are a maintenance problem. They suggest that the Council allow the fence to be constructed without slats, but reviewed by the City Council within two years; if it's an issue at that point they would make changes. ATTACHMENTS . Location Map . Plan Set . Application USC - Site Plan Review City Council Memo - July 5. 2005 Page 2 BACKGROUND INFORMATION Comprehensive Plan Classification The subject property is guided I - Industrial in the Hastings Comprehensive Plan. Zoning Classification The site is zoned 1-1 -Industrial Park. Building materials sales and storage are identified as a permitted use within the 1-1 district. Adjacent Zoning and land Use The following land uses abuts the site: South Existina Use Vacant Industrial Enterprise Ave Vacant Industrial Spiral Blvd Westview Packaging Intek Zonina 1-1 -Industrial Park Comp Plan I - Industrial Direction North East 1-1 -Industrial Park I -Industrial West 1-1 -Industrial Park 1-1 -Industrial Park I - Industrial I - Industrial History UBC currently operates out of several building along Bailey Street between 3rd and 4th Street in downtown. On March 7, 2005, The City Council granted preliminary approval to purchase UBC's existing site and move operations to the Industrial Park. The HRA would purchase UBC's existing site for future redevelopment. Existing Condition The site is undeveloped and is flat and mostly treeless. Proposal A 35,000 s.f. building containing a 10,000 sJ. showroom, and 25,000 sJ. warehouse. Five storage buildings are also proposed ranging from 4,750 sJ. to 5,400 sJ. each. USC - Site Plan Review City Council Memo - July 5, 2005 Page 3 SITE PLAN REVIEW Building Setbacks Building setbacks are determined through site plan review in the Industrial Park District. Building setbacks are acceptable, and are as follows: Setback Proposal Front Yard Setback - Spiral Blvd 80 feet West Side Yard Setback - Intek 77 feet East Side Yard Setback - Enterprise Ave 60 feet Rear Yard Setback - Vacant 96 feet Access and Circulation Access will be provided via two entrances to Spiral Blvd (customer traffic) and one entrance to Enterprise Avenue (delivery entrance). A customer parking lot is located along Spiral Blvd with entrance to the yard area. The yard area will be completely paved with concrete curb and bituminous surfacing to provide for excellent internal access and circulation. Access and circulation is acceptable with the following modification. 1) Examine moving the most westerly entrance to Spiral Blvd further west to provide further separation from the Westview Packaging entrance on the opposite side of Spiral Blvd. It appears the entrance could be relocated to align with the drive aisle located between the most northerly shed building and parking spaces. Parking The site meets minimum parking requirements. Parking is provided as follows: Site Showroom - 10,000 s.t. Warehouse - 25,000 s.f. Pedestrian Access No new sidewalks or trails are proposed. Architectural Elevations\Landscaping UBe proposes to construct a steel building with pre-finished metal panels. Split face concrete block would be extended to include 50 percent of the faCfade for showroom use - Site Plan Review City Council Memo - July 5, 2005 Page 4 building as well as storage shed facing Spiral Blvd. A red, smooth face concrete block band would extend along the midpoints of both buildings. The building does not meet the percentage requirements of listed facade materials. Architectural standards require front facades of a building to consist of 75 percent of Class I and II materials (with Class I comprising 25 percent of the 75 percent total). Steel panels are not included within the Class I or II materials list. Concrete block is a Class II material. Windows are a Class I material. During purchase negotiations with UBC the following was agreed to in lieu of meeting fa~ade materials standards: . 1) Enterprise Avenue - Berming and landscaping must be included in lieu of block or stone. 2) Spiral Blvd - Landscaping in conjunction with the concrete block along all buildings~.' ' , , Architectural elevations are. acceptable subject to the following: .' :.::' 1) Spiral Blvd - Plant shade trees every 50 feet on center (6 total); include';:!.' interspersed shrub plantings in groups between the trees. 2) Enterprise Avenue - Add deciduous shade trees between the sumac planting groups (3 total). Sumac must be planted at the top of the ditch slope to ensure the height at the base of the plants is similar to the base of the fence. TABLE 10.28-1 Classes of Materials Class 1 Class 2 Class 3 · Brick · EIFS or Drivit · Industrial grade concrete · Natural Stone · Masonry Stucco precast panels · Glass (including block, · Specialty Integral Colored · Smooth concrete windows, or opaque Concrete Block (including · Scored concrete mirrored panels) textured, bumished · Ceramic · Seamless metal panels block, rock face block) · Wood (including copper) · Architecturally textured · Aluminum or Vinyl Siding · Other materials not listed concrete precast panels · Other materials not listed elsewhere as approved · Tile (masonry, stone or elsewhere as approved by the Administrative clay) by the Administrative Official · Other materials not listed Official elsewhere as approved by the Administrative Official USC - Site Plan Review City Council Memo - July 5, 2005 Page 5 Waste Disposal A waste enclosure area is incorporated into the storage building along Spiral Blvd. Landscape Plan The project incorporates building plantings and shade trees along the Spiral Blvd frontage. 3 foot high sumacs planted 20 feet apart on center in a variated pattern help to break up the Enterprise Avenue fayade. Fencing UBC proposes to fence the perimeter of the yard area. An 8 foot high chain link fence with slats is proposed to provide screening. The fencing is acceptable subject to the following: . 1) Fencing must be maintained in good condition. The owner shall replace fencing and slats that are missing or in need of repair at the request of the City. It is common for chain link fence slats to become broken, weathered or removed overtime. PVC vinyl fence and wood fences appear to be more durable.:;;", '! Lighting Plan The customer parking lot outside the fenced area as well as portions of the fenced area will be lit. Lighting must adhere to the following requirements: 1) All customer areas outside the fenced area must maintain a 1 foot-candle illumination level. 2) Lighting must not exceed 0.5 foot candles at the property line. 3) Areas open to the public within the fenced yard must meet the 1 foot-candle illumination requirement. Grading, Drainage, Erosion Control, and Utility Plans The Grading, Drainage, Erosion Control, and Utility Plans have been forwarded to ,BDM Engineering for review and comment. Review comments have been forwarded to the applicant's engineer and must be adequately addressed before the plan is scheduled for final review by the City Council. Grading, Drainage, and Erosion Control plan and Utility plan approval must be obtained by the Public Works Director as a condition of approval. Fire Marshall Review The Fire Marshall have reviewed the plans and has the following comments: 1) Three hydrants needed on site. 2) Watermain should be looped HASTINGS CITY COUNCIL RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HASTINGS GRANTING SITE APPROVAL TO CONSTRUCT A +/- 35,000 s.f. SHOWROOM AND WAREHOUSE, AND ACCESSORY BUILDINGS FOR ~ITED BUILDING CENTERS (UBC) ON PROPERTY LOCATED AT THE NORTHWEST CORNER OF SPIRAL BOULEVARD AND ENTERPRISE AVENUE, HASTINGS, MINNESOTA . ..:Council member moved its adoption: introduced the following ,Resolution and WHEREAS, Shefchik Builders on behalf of United Building Centers (UBG) has petitioned for Site Plan Approval to construct a +/- 35,000 s.f. showroom and warehouse, and accessory buildings on property generally located on the northwest comer of Spiral Boulevard and Enterprise Avenue, legally described as follows: Lot 2, Block 1, HASTINGS INDUSTRIAL PARK NO.3, Dakota County, Minnesota; except the most northerly 230 feet thereof. WHEREAS, on June 27, 2005, review was conducted before the Planning Commission of the City of Hastings, as required by state law, city charter and city ordinance; and WHEREAS the Planning Commission recommended approval of the request to the City Council subject to the conditions contained herein; and WHEREAS The City Council has reviewed the request and concurs with the recommendation of the Planning Commission. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HASTINGS AS FOLLOWS: That the City Council hereby approves the Site Plan as presented to the City Council subject to the following conditions: 1) 2) 3) 4) 5) 6) 7) 8) , .I. ';:' 9) . .'t :"'~ ~ Approval of a Minor Subdivision to create the building site consistent with the Site Plan. Adherence to the Site Plan, Landscape Plan, and Architectural Elevations as presented to the City Council. All disturbed areas on this property shall be stabilized with rooting vegetative cover to eliminate erosion problems. The disturbed areas of the site shall be maintained to the requirements of the City's property maintenance ordinance. Final approval of the development grading and utility plans by the City of Hastings. The applicant shall be liable for any costs involved in consultant review of the plans. All rooftop equipment shall be screened by a parapet wall ftom areas facing a public right-of- way, and painted to match the building elsewhere. All parking and drive aisle areas shall be constructed to city standards including concrete curb and bituminous surfacing. Along Spiral Blvd shade trees shall be planted ever 50 feet on center (6 total); interspersed shrub plantings in groups between the trees shall also be added. Along Enterprise Avenue add deciduous shade trees between the sumac planting groups (3 total). Sumac must be planted at the top of the ditch slope to ensure the height at the base of the plants is similar to the base of the fence. 10) Fencing must be maintained in good condition. The owner shall replace fencing and slats that are missing or in need of repair at the request of the City. 11) All customer areas outside the fenced area must maintain a 1 foot-candle illumination level. 12) Lighting must not exceed 0.5 foot candles at the property line. 13) Areas open to the public within the fenced yard must meet the 1 foot-candle illumination requirement. 14) Any uncompleted site work (including landscaping) must be escrowed at 125 percent of the estimated value prior to issuance of a certificate of occupancy. 15) Submission of an electronic copy of all plan sets (TIF, PDF, or similar format) prior to issuance of certificate of occupancy. 16) Any signage on the site is required to obtain a sign permit ftom the Planning Department prior to being erected on site. 17) Approval is subject to a one year Sunset Clause; if significant progress is not made towards construction of the proposal within one year of City Council approval, the approval is null and void. 18) Sumac Planting located along the Enterprise Avenue frontage must be replaced by shrub screening such as arbor vitae as approved by the City Forester. 19) Approval of the Fire Marshall. Council member vote adopted by moved a second to this resolution and upon being put to a present. Ayes: _ Nays: Absent: ATTEST: Michael D. Werner, Mayor Melanie Mesko Lee . :City Clerk I HEREBY CERTIFY that the above is a true and correct copy of resolution presented to and i .. adopted by the City of Hastings, County of Dakota, Minnesota,on the 5ti!! j day of July, 2005, as disclosed by the records of the City of Hastings on file, and of record in the office. Melanie Mesko Lee City Clerk (SEAL) This instrument drafted by: City of Hastings (JWH) 101 4th St. East Hastings, MN 55033 Lt) ~ 0 0 c C N 0 ~Z tf.) :;::; ca "'C U) ~ ~ C) U) T"" c: c: U) ~ 0 0 - =s 'tJ Q) ..J a.. Q) "3 ~ as c: Q) In C) CD a.. ::J - CI) Q) -;) en ::) ...J . . .. . --~-. 0 Q) ,I -'-'" +-' -- -..... CO UJ ," c "......... I t ~ a. '5 CO ~ " .;:f, ~O~ .~ .................--....-- I I I . ~N :'~,;~ '~. ~"Q)' !ij) \~ as ::0 ~ , CD (.) >(0 ,> a.. I . 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'" i1 ~ ~ :I :! ill D I ~ i . j ~ j ~ .t i I I I , I " '0' .- .nM<<JUS ~ :~. :...\.: "'1..1'~ ii'.;:;:~i~t~':..! ." CONC. WAREHOUSE 11.50' use SHOYtflOOU ." CONC. CDIC. lINK. IS ,- _ .1\IUIaIS ...:~ :.;.. .:..).......:-=:: .;....:'>;.....:-:: .:~.t..._.. ~I^N- ....._ .';:. :k-.-:.... .::tI!.. :,. ~u..~~{~ ~-~-~-~-~-~-~-~- _._ _. 1- .._ _ - - _ _ __ _ _ _ _ _ _ _ ._ _ __ ~._ _ _ _ _ _ _ .- .'II.JYNCIUS - ~ ii CONC. FL.UY! . CURl WI ENTERPRISE AVENUE '. . J' ~_.J SCALE. lJ....1 "I' 'f ~ I -I I I I ~ . AlL. DI'ENSIONS Nt[ FlOW 1HE fN:E. OJF QJRI MtER( AI'fOUCA8IL . IHE CON1RACTCIR SHALL YOJIY ALL DaSTMG C0t01ICINS PRICIIt to CCIfS'lRUC1ION . HOllY 1HE ENCINEER M ANV DFFERENCES. . tHE CON1IW:TCIR SHALL \OWY ALL DIIIOISIONS . HO"" 1HE ENGINEER I1F _ DIfFDIOIC[S. . tHE c:c>>I1ItACTDR 5HAU. YERIf'Y AU. -....c DIYEHSIONS .TH H MCHTlC1UIW, PLAHS. . JH[ CONIRACTQR SHML FIELD \€RIrv 'DiE LOCA1IQNS I: SlUS . ~AL.LExI$1IrtCU'D.J1a. ~ . . WSTAU. ACCDiSB.E PARICING SDIS AT .J ACCESSB.E PARIUNQ ~ STALLS AS POI STA'IE I: fED[RAL. AlJA OUIJELINES. ~ . .. 1H[ CON1RAC1DR SHAU. .. IIESPCINSaE ~ ALL NfCE$SARY 1< : CONS1IIIJC1D POUlts. - .~ IGTAU. STOP SIGNS AT AU. [XI1$. --.-'. SEE MCHITlC1UtAL PLANS f~ IaI..L.MD LOCAJIDNS. . 7. TOTAL p~ .TAUS AT ..~ INa.IJDIG .J ACCES!i8.E STALLS. . R(QtRD PARuIG STALLS. ~I FOR THE OfFICE I: D FOR tHE WAIIIDtOIJSL 71 10TAL PNaQNG STALLS IfCI.IRfD. - - - -. _. -- - .-., - - --- - - - - - - - -- - SITE PLAN .... 2020-01' OAK. ~ -... .. -" De -" ... ..... .... - -... -... 501_... Ji ') II li!t II I~ ~c 1.1 O~ I "'0; " ~~ ... :;) % ~ UI(j'<l: '-I:'" tI-cn ivi8: U ffi ,~ aoO% 1:...1'" '65~-< =m ... ::J cO CD:.::~fI '03:>% UU~~ ~ba::2 C:I:CDIIi ::III) CI . ;t~ U..a:cn ~.E9i~ I C1.~ I -- __-842-..-' - / / ///~ "" "" ~ ~ :r , .. ~ .~ on r j ~ j ~ & .. "" I "" ." rJ --- / _/ /, ............- / '- - SCAlE. u:-: 10 . ---- ~' --- --- - --.... -- ~ . IHE CON1RACTOR SHAlL IE RESPONS8t.E FOR IdI.-.c DIWNAGE OF a.F.u% WAD AWAY FIIOY 1H( -....c. . 1H[ CONtRACTOR 5KALL \GIIfY ALL EXIST. CCNDtTDfS. . tHE CON1RACTOR SHALl. BE: IIESPOHa.[ FOI \PIFYINC LOCATIONS aF DIST. unu_s.- . SLOPE AU. SIDEWALKS AT a AWAY F'IICIY -.....rMNO I.N.ESS 01H[R1IWS[ NOtED. . PIIOPOSm CONTOUR ... LOCATIONS All[ 1IPfItIOMM,1L SPOT ELEVA1ICIN$ 8IAU. I[ USID FOR DACT ELEVA'DONS. . PRCPOSED SPOT ELfYA1IaN$ SHOWN AT 1HE QJR8 . CUJJER All[ 1HE nEvATIDHS OF H now LINE.or JHE GUTTER. r- --- --- I I I I I I I I I I I I w = =11:= = ......1tS JXIS_ ....mut UN[. 8 =:: :='"" CCNtaJR ..... DD + =:: ~ SPOT W"-' _ ......1tS DllEC_ OfF _ SURfACE WAD FLOW. - - - - DENOTES DRAINAGE DMDE M.PT. - HIGH pOln - -1<0- - - - ...ato- I ,-.... - - -IJO- , r--.... I I ~ I , ^ ~ 1/ /I I I 1/ I I I \ 1/ I I I II I b , I /:/I~\ I I I I I I " I I , I I I I I , , I' I \ I I / , \ , I I '" I ,.' 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Jf..-'J.___^-}.-- "..' .............___ -.:::::::-_ ---_::- _:::_--__J 1,11 \ ~ --_ ...........:----------;-=:::.:----_ "D \ \ i i -C I -..... ----- --....., t II' \ \ i II'" I!!~i i~~i ~Ig ..........\ .........._--,.....'.....,,\\ III~ I' I \ ~ ~ ~!I lij~ aU \ \ \ \: ::\1 ~ , a \ ~ i ~ ~ D II ~ II ~ I ~ : ~ R \ \ I II: II; I \ i o~ \ i if! !Ii ii:i 'Iiil \ /\ ~ \ \ ilk :!~ \ f \ ~ :!~ili~IIJi: jjil~ \.// \ ~~ \ : liT n~\ \ ~ \ l~eIBdlbjEn! I~~~~ . \ il \ I II, I,I' / ! \ ~ ..;;:~~!I.li:u;U;~;~ \!~ '\ ~ iii :1:' , i \ ~ ;~J~i.nuliib~u..iiI -I ~I!J \ I I" \ ! \ . . .. .. . . \ ',I,~ .),.-. .---L. \ I, I, \ --- " Ii " ,I II 'Ii I, ..... , ,: I "" . \ \' \ \ \ \ ~ \ \ - \ \ \ ,. .. lSJ -.v c;; :8.-:g SiOOl/az/Si hp"HOqSIOS\6Mp\:)&n -hllSOH 8<<)\...,11"1 IItPla'fS Ol:O~\.,~\:, 5 ~ :! :i os ~. ~ .....-..... ENTERPRISE AVENUE .....,. ~J SCALE. LJ.J" .. . ~.J ~ . CCIItRACTCIR SHALL LOCATE AU (_T. UTlU1Ia It a: AROCN) CGmIIUC1IC>>I AREA. . . CON1RACU SHALL FEU) 'CRWY DEP1H5. lOCA1IQNS II: Sl2ES " AU. DllST. UJlJ1ES. . USE ClASS 5 RCP. (REINFORCED CCIC. PH) FOR AU.. STCIIY .IDS [)(COt, 8fTWEEN OUIFAU. AT ENTERPRISE A'IOU[ OITat a: STDRU .... , 5 6: 10. 5TORW JIll[ AT 1RUCIC WELL USE HOP( PPE .TWEEN DUIFALL AT EN'IERPRISE AWNUE: DITCH . STORU lilt , 5 . .0" PPE AI 1RUCK EJ.. . "TAU. APttON DIDWAUS AT AU. ITCIIIU IbID: NI[ OI)S. . AU. p...: SAN. SEW. PlIES su.u. IE SDR. 31. . HOPE STORU KlIER PP[ SHAlL I[ OUAL-WAUQ) PQLy_ EIH'WLINE PP[ WI sw001N 1rf1ERlOR WALLS ~ AASHTO U 2M 6: AS1U F 117 ~ HDPE PIlE. . CQrI~ SHALL COORDINATE SEW. 6: W1JI:. CONNEC1JCINS _IN Ul.HCPAUTY. . CON1RACTCIt StW.L MAINTAIN WA 'IEIbMINS I: LA 1EItAlS A .... C1F tWO IELOW AU. snas . A ..... OF .OO AIO\€ ALl SEWERS _ AOPUCAIU. . . CON1RAC1OR StW.L WMlTAII It. Uk OF 10 COVER OVER TOP OF WAD LA1ERAI.S. . WAD LAtERAl 8WJ. . DUC1U ItOH CUSS U. . CON1RACTDI StW.L \'ERFY LOCA1IQNS . ELEYA1IC>>tS FOR AlL UWIY _ (DllST. . PROP.) TO rLMHAIE PC>.-E CClNFUC1S. IlEPCRT AllY CONFUCIS TO MOI1ECT aAlEDlA1D. Y. . AU. nEClRIC. 1'ELD'HONE a GAS SEIMCE' ucs 5HAU. 81: . CGNS1RUC1ED 10 1H[ ~1E UJlUTY co. ..:cs. U)- CA..... ....... lIE axR>NATED W/ _IE U"'IV co. . AU. U1IJ1G SHALL I[ INSTAUfD ~ TO STAU I: LOCAl. REQIJIIOIEN1S. CDHHECT 10 EXIST. r WIR. LAT. 1M 'f -- 2020-0.1 -- DAle. co. ... .. -.. DB -.. .... MIE 2_ ....... -... SOI"i::..~ :: !!If .1 II: J i, J~ .J If ,. .t II ~~ CJ~ -0: e: @) .... :;) ~ IIIU< ...c.... 4)_1/) c ..iE 4)(1)8: U!51!:! c>Oz c...J.... '05.-s< =m .... ~ co m~~~ 'O:L; >z 4)U~~ ~1t5. C::L;Q)I/) ;:)(1) U . :;iZ U..a:&; m~ir< ;:)-111:1: ....- -----.-------------.-- i UTILITY PLAN I c~.~ ] ~ ~ .. ; .. I ..... ~ I . . ~ j ! .t j I I I ~ I j ..... .If-.-~ .tji./= j!,> &,-- J ~ :::: I I O~~~I.!.! 1I11I11IIIII1I1111 o ~.._~- , PLANnNG SCHfDUI f on. COUUON HAW[ 3 AU1UMN BLAZE IIAI'L[ IOTAMC MMI[ ACO._ .EfFUSREI)' 1IUA _. -. GLfIIf1SIA 1IIACAN1HOS .._ ........r PINUS IIIJCO I'I.IAJO _S GUM.< CCRNUS 'IIAI.E'II' ~- Ir "T. 15 COHT. n.u $. HT. 15 CONT f'UU. Y. MY. ,. CONY FW. l,rHT. .._.. .~ SIZE 2"1IIA. _T 11M ~ FW. 2 ......... LIC€H 2" IlIA. 11M FW. I V I '-'" =- ~F" /< I - "- I -( ~ I -: I -' -.: I - I -'. ~ - , SInUC HONE't\.OCUST .. IlIA. 11M FW. , UUGHO_ 21 5UOOTH SUUAC 3 lIED _ IICCWOOD ,. II I-SAH -': I: \~; /': =. I' ~'rrr I I = II~~ ..".;,,,~~,q,. "~"_,"",,,,,,,,".,. .~!i I: . ~~:IEiEi .' ~ I ~!. 1IUQtQ- I .. USE AGG. S1'QNE IM.Ot I . Im"':v..=' I : ~.// :==-' I. l ~~=- ~0~:::~="..:.... ..." _" .' ...."'.'....;.,'.~!...!.;..,.....'..! j : ~c..~5PIIIUo~~'..."h."'.. ..,............,.""...-"....,... ~ .. 1- ~.1~.~:..~~~~_~~__ =--_._~~~-J- t .., / SAH I ( .L L '. SIOUHIE _"'OCUST '. . . 1. AUTUWN aAZE MAPU: IQ :& ~ r- ID 8 !;; ~ o SAH I SAH-SAH-SAH ( L.. AU"",,, BLAZE WAI'U L.._.- ENTERPRISE A \/ENUE SAH-SAH-SAH-~SAH~SAH_SAH_ SAH i _ro~-,J ~ 3 ) ) -< .( ~ 1 f ~ .( .- ^ <r. h1 1(; SCALE. 't:J..J". '1' -f61 ~ . 1HE CON1RACTQR SHAlL ~ ALL EXIST. CDNDI'hONS. . THE CON1RACTCIR IHAU. IE RE5PONS8LE FOR '<<RInWG LOCA- DONS CI EXIST. U1rU1IES. . USE ""Nt JJOI FAIRC WEED 8AIIIJ(Jt LAtGSCAPE FAIRtC (OR ............ EllUAI.) _ AU. PLAH_ lIED -... IIUSS 01HDtWlS[ NOD. . USE 1-1/2"' WAStED AGGII(Go\II $1tN: WLOt If PLAHTItG oms. T DEP1H. STCNE uw:H SHAU. lIE CI.fAN, .. ...... ..... IIElETDIIOUs .....IERIALS. SlICKS. STONES. HOXIOUS IUDS. SM.T 6; nc SLTS. a.A'I'S OR TDPSOL . USE SHREIICED 8ARIC UULCH AT AU. SlNGUl.NlLY Pl.AN1'ED 1RaS. WIN. yo D[pTH. .' D&A. . tOP or STOtrC &U.CH IN PLANDNQ 8EDS StW.I. IE [Q W/ tIP OF ~ ....ACES. . .. DISCREPANCIES OCCUR. PLANT OUANIIIIES ~ QrI PlAN TAK[ fIRECEDENC[ 0'4R Pl.AN1IC SOtEDLAL . ALL PLANT UA'IDIAL 5HAU. HA'<< A ON[ 'WEAl WMIIAH1Y AGAINST DEADt 6; UNHEN..DtY CONDITIC>>I. DCEPT AS A RtSULT or NECUCT BY OWER" DAMAGE BY OlHERS 6; UN- USUAl. _ IIOI>ND COHTRACTOII'S COHTRCL PLANT WARRANTY SHAU. lEGIt III 1HE DAlE or fIrtAI. ACCEPTANCE Of H PfIO.ECT. ,. . AU. PLANTS SHALL CONf'OIU TO TIt[ VARC1IES SPtCIAED IN K PLANT UST 6: SHALL IE 1JIUI TO 80TANICAL NAME AS IN HORlUS 'atIC)$. . AU. Pl..AH15 INCLUDINC nut AOOIS SHAU. IE FRO: fROM Dt5EAS[' ..sECTS 6: OtHER IN.IJRIOUS QUAUJIES It StW.L IE I lEU. fGIIMED, FUU.. .. A HULDtY ~ GftOWIG CONDI- 'DON. ItENt 011 AT SPECaIEH QUAUIY. . ANY ADDI1ICINAL 1'OPSCII. NEEDED FOR INSTALUNG TIt[ 1IttS It St*'8S AS PO 1HE PUN1INC DETA&. SttAI.L IE COHSIDDIfD N:lJ[NTAL TO 1HE PLANT WATDtIAL PRta. I . 5tIREDDm lARK UUI.DI SHALL .: RlEStt..y 5HRt1JDUt tWtD- ..... -- FREE ....... DEU:~ .....IUIALS, SlICK$, STONES. NOXIOUS IEEDS" SALT 6: OJHER UA1ERIAL5 HAIUF\L 10 PUNT CROWnt. ~ BARK MULCH SHAlL IE EI'IHEII CCUJOSIED (It 1REA1ED _1H Nl1ROQEN 10 CXJIMIENSAIE rat SUCH LOSS It DECXAoPOSI1KIN. . ANY PLAN" DO..I\€Rm TO THE PRO.ECT 81t tHAT,.. NOT ..STALLED tHE SAUl: DAY SHALL IE "HEALED IN- W/ ttIPSCL. WOCI) OIPS. SHIEDDED BARK. OR SAIOUST . AOEQUAlELy ..mom "'1L SUCH _ H: PLAHTS CAH IIC INSTAUID. . LANDSCAPE CON1RACTCIR 5HAU. IE R[SPONSIIU: FOR WA 1EIING ALL PLANT UA'IDIAL f'OR eN: IIEEJC AnD FINAL PI..NITS ARE INSTAU.ED. ... - - - - - -. -- _."- . h. _ -- -. ---. SAN-$AN- 'f d _'h --,- _ _ -- --- .-- LANDSCAPE PLAN -- 2020-0.. -- .AIe. co. ..." 'D7.- .-.. ... JUIoE~ - -... -.... 501_..... :i !!II I' j~ I a II It .J f1 ,. 'f G ~~ O~ "'0; e: @ ..... => ~ IIIU-C: ...c..... 411_ en ~ ..0: 411 V) 8: Uffi~ aoOZ C...J..... 'O5~~ '5IDcb ID~~~ U:x:>::Z:: ~~~~ '-wB . C J: ID '" ::IV) (:) . ~~ u..o::'" 1D!5a:~ ::I-cn:E: .... I C~.~ ] r J ~ r ;J. . Ii: :> ;. .. i . ~ i J .. ! & I j ~ .~,.. TO .,:I0I.l< FlAOO) _ SLOP(, .. sa HOlE / I ..- OI1EGR...J CUR8 I .' 0-=-.1 PLAN VIEW rt(~ : ::.. ",",:". ~:m:;~;:";;";:':;". .':' :::::::::::::::::::::::::::::::::::::::: ':;:'~;~:':':E'~~"=:':"'" .....:..:::::::. SECTION D D _ :::::..:::: NO SCAU: . DElECTABLE wARt..a f1EU) TO MEET STAlE ik FEDPAL IDA GUIOEl.I€S. HANDICAP RAMP NO SCAU: 5 :t ... ... i D ! ~ STOP SIGN DETAIL NO SCAU: AccrSSlBlE PARKING SIGN NO SCAU: NOre SIQI SHNJ. COIfty WI ~T STA1E 6: 11M. GI.IIDI.MES. ~ i In I . r f '" .. . CONCRETE RET....NING WALL SEClION NO SCAlf: NOTE: . 8ACK1IU. 801H SID[S OF CCINC. Rl:TANNG WALL [\eA.Y' t.Ii.... I'NSHED CItADE IS RUCHED ON OU1U SlOES. . USE 1/2- fELT .DNT MiElE CONe. '.VMD MEEts WALL. w;rE~~w ~}'1'~ T' . -;;"" ,. r- T -;;""','-, ~.~ ~.~ 8-&1'2 CI..R8 &0 ClJ'rTE/2 aVERSE R11W CIRIJ & t:UTTEIl M:Zra' "" JCALI HI} ~"". . De ""''" (If tHt Q8 JH) QJf'IM #'My . ~ "".. ..... . "MAUII. TD DE S4'f tJl& De ~ DII ... aurst. IIIfCM:N: A r ,.... l1tI'nf QJITM ~ III'MM'~ . HSTNJ. Q.RII . QJf1H tJH ,. DIPfN (AI C4tPA&RD .ACC8CAJI MS. B 6/2 CURB & C:UTTEIl HI1>CAU :::::..,~ ....1!"..........-............ W"ml. -=::f:.::::::~~~::1~:::::;t;:::!::::::.::: ~IE lIAS( COIIPAC1EO -- . .. SI1'1.J"INI2S PAVEtt:N1 NO SCAU: N01E: USE MI'I/DOT SPEcs. FOR .'IIMUOU$ PAWUEHT 2350 .... III NOH-.... COtMmi III :W', not: 3' IlAS(I ... Ie 1'I'PE 4. WEAR COORSES. a~ ::-~..........._............--=.- ......,... ..;;.:.r...:...~..:.;o.:..::~..:.....::..: __ -=.:..:::..."'.:;....:.:::. ':..:::': r .......IE .,- ,.. ..........'"-... ~..... CLASS-S-"- COIIPAC1EO -- ~ BI1I~" PA.\/8'I;N1 NO SCAlf: NOm US[ ..../DOT RC5. P'OR .1UNIMCIUS 'A\€MDtT 2.J50 'IIEAR CIt HOH-IIEAR COURSD OR 2331. hPE 31 BAKI ... A: TYPE .1 I1IIEAR CCURSES. IF;;;:: sua ~OL - ...:.........:::.:..7 +;;.~.+ DHNSIII .11M e 2ft D.C.:.:::':':':':':':':':':':':':':':':, '::~:'~''';;;''7':::'':''''::::: .. CQIC so:.WALf. NO SCAU: NOlE: . USE '/r fD.T .an IHERE CONe. MEETS IJIJI.DaG. . 40DD PSI WI f'8ER ~ IIItOOY FNSH. ~;...,,~ ..... e.'..g" D.C. .- .~.;:"~:::;~':~~. W ;=:!:s~::~::::::~::'!j.. ,. COtIC PA~ NO SCAI.l NOtE: . USE Itr FELT ...., ..uE CONe; WEETS aaDINC. . 4000 HI WI NEIl ..... MODM F'INISH. ~" ::m.lllllSsua e.'-fI'o.c. _. ::~:; .:">:'>~. . ~..?:: :';"'~':~: __.~~~t r ~~~"="s :.7:::::::'!::::: 8- Caw': PAVEt1f;NT NO $CAlL NOT[: . USE 1tr FaT .an IHERE CONe. UttIS IIUI.DItG. . -4000 PSI W' FlIER UESH. ~ fIISH. i!i ~ .L, r: .... 1~Z.~.:i 10, r .... ,...: .~ PRECAST REINFORCED CONCRETE MANHOLE NO SCAI.l 4"- .. ~ _.- - -..--T DIP.. AS ~ III ..... d' .--~ T 0"- PRECAST IIEINFORC[I) COlIER .' .- '"'2- -;r 0-- PRECAST REINFORCED CATCH BASIN NO $CAlL .. ELEYA_ SHAU. . SEt .. ..... ..... OIl "-- CAS1IIC HfJCHT not: CD . 0 ." 2 WAX 4 IbNCS ..- r .. .- II .- , ...... ....- IIIAHW'. STEPS NEEDO ..at D ,. 4' 'IIo\Y'-tmIUC1ICWCOIoa ... ..... ...... -'~.ACCICIIiIIoIGIM.~ 1ft.... _ UID 1'- YAX Q)Pll(CAST ..\IOIT ..... _T....Y SE1I€U ~POURED INVERT fQR 5TORY SEllERS. [l'o:''':'' : · .. . . . " .. ......... oa:lAIICIUII IUT CIIQI.AI' 1I.E:f COlD _T - . or 2' or 2'-,- . or y IV 0'- 02" zr .... OOA. .... v zr zr .... OOA. MOlE: S'I[PS IEGIRD WHEN D )> 4' ...~. 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'" "'.. - -- "--.'" " .. .. ~ "- "'- ':.' ~_.1P...!! .JL k. "- 'L"-". " ~L'!...."_"....."_'" .. .. .. .. .. . . '" .. .. .. .. " .. ~ .. .. .. .. .. .. .. .. .. ~ .. .. " .. .. .. .. .. ~ ~ " ~ ~ ~ ~ .. .. .. SPIRAl. BOULEVARD !S~ ... ss '1It ~ !:OOZ/8l/S [iJ~ tv=- I!!YI a. ~ .. .. .. .... ::;) z ~ 00( :II ii2 8: ~ ~ .. .. II 3 I 3 I 3 I 3 I 3 I J 31 \ i 3' r ~I ii' I .. .. .. .. TYPE: DESCRIPTION .. Dominated by flat surfaces and strong lines that emphasize the princples of architecture, the IMPACT Trapezoid cutoff wallluminaire make an ideal complement to site design. U.L. Listed and CSA Certified for wet locations in down mount applications and damp locations in up mounted applications. - APPLICATION The IMPACrs rugged die-cast construction and full cutoff classified optics perfectly provide facade and security lighting needs for light restricted zones surrounding schools, office complexes, apartments, and recreational facilities. A . 18112"" (419mmJ CATALOG .: SPECIFICATION FEATURES COOPER LIGHTING-LUMARKe AmHouslng The housing is a two-piece design of die-cast aluminum for precise control of tolerances and repeatability. ....Mountlng Gasketed and zinc plated rigid steel mounting attachment fits directly to 4" J-Box or wall with NHook-N-Lock" mechanism for quick installation. Secured with two (21 captive corrosion resistant black oxide coated .. alien head set screws concealed but accessible from bottom. C...Optlcal Modules All optical modules utilize high performance 95% reflective sheet. Strong Type II optical module is standard. DARK SKY FRIENDLY In downllght Ippllcatlons only. C D...aellest HID luminaires supplied with high power factor ballast with Class H insulation. Minimum starting temperatures are -40.C (-40.FI for HPS and -30.C (-20.F) for MH. Compact Fluorescent luminaires feature program start, high efficient multi-voltage SO/60Hz ballast with -1S.C (O.FI minimum starting. E...Door Die-cast door features, 118" heat- and impact-resistant clear tempered glass lens mounted with internal plated steel clips and sealed with EPDM gasketing. Hinged door secured in place via two (21 captive fasteners. F...Flnlsh Durable polyes~er powder coat finish. Standard color is bronze. Optional white, black and silver colors available. Other finish colors available. Consult your Cooper Lighting Representative concerning special color requirements. D E . ; IP IMPACT TRAPEZOID 50-175W High Pressure Sodium M.te' Helld. 28-52W Compect Fluor..cent FULL CUTOFF WALL MOUNT LUMINAIRE jiiiPJlCT c..." W.11 1....J.alt.. TECHNICAL DATA 25'C Maximum Ambient Temperaturs Externa' Supply Wiring 9O"C Minimum DoMI Mountscl-Wet location Up Mountsd-Damp Location ENERGY DATA High R_ctancs Ballast Input Watb saw HPS HPF (88 Wattal saw MH HPF (72 Watts) 70W HPS HPF (91 Watts) 70W MH HPF (90 Watts) 100w HPS HPF (130 Watts) 100w MH HPF (129 Watts) 150W HPS HPF (190 Watts) 150W MH HPF (185 Watts) CWA Ballast Input Watb 175W MH HPF (210 Watts) ~ Ballast Input Watb 26W PL HPF (29 Walta) 32W PL HPF 138 Watts) 42W PL HPF (48 Wattsl 52W PL HPF (55 Wattsl HOOK.N.LOCK MOUNTING (Mounting attachment Included. J-Box noIlncJudsd.1 COOPER LIGHTING 9'I229mmJ SHIPPING DATA Approximate Net Weight: 18 Ilia. (8 kgL) ADH040992 .~.. ,I-.'1/j "f;II~ ~O)-~g/ LAND USE APPLICATION - CITY OF HASTINGS PLANNING DEPT 101 4th St E, Hastings, MN 55033 - Phone: 651.480.2350 - Fax: 651.437.7082 Address of Property: SP/rcAl t f/ljp/p!i~ - /lJIA./CCJII)e/. . Legal Description of Property: Applicant Name: t~)Qh 5A et.j;i Address: JJ 3/ If I, .tiA b, RrJ;)" 5' )1.erl.{)IJ\'.HH~"; ~1/ J ~4j") S'"J Phone: / / S" - ~.",f d, - ~;;"J. <t Fax: -; /5' ;.n d- :;...). (T. Email: , J ~({I\ .5 , <' ., 1./ " / h Property ~er: C (t'-l of l-h>i195-JC1vJ /khz-/fItj. I Address: Phone: Fax: Email: Description of Request: 5/k PIr;,I)~" LA 8 c f!e/(kq..ft~"". If requesting site plan review of multi-family units (three or more attached), are the units intended to be for sale or rental units? Check Applicable Line(s) Rezone Final Plat Variance Vacation House Move Prelim Plat Site Plan $500 $600 $250 $400 $500 $500 + escrow $500 + escrow Please Note! All Fees and Escrows are due at time of application. _ Minor Subdivision $500 Special Use Permit $500 Comp Plan Amend. $500 Lot Split/Lot Line Adj. $50 Annexation $500 plus legal expenses EA W $500 plus $1,000 escrow x Please see reverse side for escrow amounts required. Total Amount Due: $ 4:;J.5D Make Checks payable to City of Hastings. Please ensure that all copies of required documents ~e attached. See reverse side of this appli tion for . . .J L1 ,~ ;2.00<' .... Cfollor Applicant Name and Title - Please Print OFn~USEO~Y <111' File # ~ -- Ree'd By: . t1/11 '2/Y1W") Fee Paid: p,+~ Receipt # /9 q I~ gnature Date ~hv1 n/~lrYJu/l//lai11111y j)1.iec~. Owner Name - Please Print Date Ree/d: (; tllcti App. Complete ~((/5- 03/28/05 ... Memo VIII-B-5 To: Mayor Werner and City Council From: John Hinzman, Planning Director Date: July 5,2005 Subject: land Sale\Conceptual Site Plan Review - Gemstar Manufacturing - Northeast Corner of Spiral and Enterprise - Lot 1, Block 2, Hastings Industrial Park No.3 REQUEST Gemstar Manufacturing seeks to acquire 5 acres located northeast of Spiral Blvd and Enterprise Avenue on Lot 1, Block 2, Hastings Industrial Park No.3. The following EDC. actions are needed: 1) Preliminary approval of a land credit and property sale. 2) Concept plan review to construct a 43,750 s.f. manufacturing facility. RECOMMENDATION The Economic Development Commission voted to recommend approval of the request at the June 21, 2005 meeting. The Commission advised further landscaping\berming be provided along the street frontages. The applicant will need to secure final property sale and site plan approval before building can commence. ATTACHMENTS . Location Map · Site & Building Plans · Letter for Request - Gemstar · Industrial Materials Specifications · Application for Land Purchase and Subsidy Agreement BACKGROUND INFORMATION Gemstar Gemstar Manufacturing was established in 1969 as a division of Gemini Incorporated and is currently based in Cannon Falls. Two thirds of Gemstar's business is producing custom cases for transport of precision instruments and delicate components The remaining third produces thermoformed rotation ally molded parts. Industries served include those in the electronic, medical, aircraft, computer, imaging, photographic fields; as well as the armed forces. More information about Gemstar can be found on their website www.gemstarmfg.com. Comprehensive Plan Classification The use conforms to the 2020 Comprehensive Plan. The subject property is classified I, Industrial. Zoning Classification The subject property is zoned 1-1, Industrial Park. Manufacturing and warehousing are permitted uses in the 1-1 district. Adjacent Zoning and land Use The following land uses abut the property: Direction North . East South West Existina Use Vacant Vacant Spiral Blvd Vacant Enterprise Avenue Proposed UBC Site Zonina 1-1 -Industrial Park 1-1 -Industrial Park Comp Plan I - Industrial I - Industrial 1-1 -Industrial Park I - Industrial 1-1 -Industrial Park I - Industrial Existing Condition The existing site is flat and treeless. BUSINESS SUBSIDY ANALYSIS The land credit program defers the full cost of industrial park land for five years and allows the owner to offset the cost with credits for the building value and the payroll increase on the property. The value of five acres qualifies this case as a business subsidy, with state requirements for a public hearing on the application before final approval. Gemstar Manufacturing - Land Sale\Conceptual Site Plan Review City Council Meeting - July 5, 2005 Page 3 The action requested at this time is preliminary approval, setting the property aside for the applicant while complete plans and a development agreement are drafted and submitted for approval. The information provided by Gemstar indicates that this application meets the City's criteria for the land credit and business subsidy. 1. Amount and value of land to be deferred (the subsidy): 5 acres at $1.35/sJ. less $5.00 paid at closing: $294,025. 2. Create a specific number of new jobs on the property at specified wage. Gemstar will have 40 employees at the property in-two years. Their minimum starting wage is $9.50/hour plus medical benefits prorated at $2.56/hour or $12.06/hour average total. The average wage before medical benefits at Gemstar today is $12.85/hour. The City's guideline is 2 jobs per acre at no less than $10.00/hour. This application exceeds this guideline. Failure to meet the goal requires the applicant to repay a prorated amount of the subsidy. 3. Efficient lot coverage or use of land (subsidy) conveyed. The proposed 43,750 sJ. building meets the City guideline of 20% lot coverage and provides expansion room on site. The estimated construction cost of the building is $2,265,500. 4. Projected credits in five years compared to amount of subsidy. A projection using 80% of the construction cost ($181 ,240) and current pay scales ($990,440) estimates the credits will exceed the subsidy by $85,000. If the credits do not exceed the subsidy, the owner will pay the City the difference in order to be releasad from the obligation. Estimated credits are not a requirement for approval, but a look at expected outcome. 5. The business subsidy agreement will also require that Gemstar remains in business in Hastings for five years or repay a prorated amount of the subsidy. CONCEPTUAL SITE PLAN REVIEW Use Construction of a 43,750 s.f. manufacturing facility with parking and loading areas is proposed. A future expansion area is also included on the concept plan. Building Placement Gemstar has submitted a conceptual plan to depict general development of five acres. The plan is not specific to a particular site. Staff has directed Gemstar towards purchase Gemstar Manufacturing - Land Sale\Conceptual Site Plan Review City Council Meeting - July 5, 2005 Page 4 of the northeast corner of Spiral and Enterprise. The Site Plan should be modified as follows to match the site: 1) The building should be located near the intersection of Spiral and Enterprise. 2) Parking should be placed in front of the building adjacent to either Spiral or Enterprise Avenue. 3) The loading dock area and storage silos should be placed on the north or east side of the building away from roadways. Zoning Setbacks Setbacks in the 1-1 District are not specified. Proposed setbacks are similar to neighboring buildings in the Industrial Park. Zoning Setbacks appear acceptable. Access and Circulation Access and circulation will need to be further examined upon modification to the building placement. Access to both Spiral Boulevard and Enterprise Avenue are expected. Parking It appears additional parking will be needed to meet the following minimum requirements: Site Proposed S aces 37 Warehouse & Manufacturing All parking areas must be constructed of bituminous 'surfacing and concrete curb and gutter. Parking Lot Setback Parking lot setback will need to be further examined upon modification to the building placement. A minimum 10 foot setback should be incorporated. Architectural Building Elevations Preliminary Architectural Elevations meet the Architectural Standards for the Industrial Park Zoning District. The building would be constructed of architecturally textured precast concrete panel and incorporate many windows to break up the fac;ade. Gemstar Manufacturing - land Sale\Conceptual Site Plan Review City Council Meeting - July 5, 2005 Page 5 Landscape Plan & Benning Landscaping should incorporate boulevard street trees planted every 50 feet and a combination of both deciduous trees and understory shrubs adjacent to parking areas. Berming of truck loading areas is preferred with landscaping to screen activities. Grading and Utility Plans A grading and utility plan will need to be prepared as part of Site Plan approval. Stonnwater Drainage The Public Works Director has examined potential stormwater storage needs for the site. It appears stormwater volume can be handled by expanding the ditch along Enterprise Avenue. Enterprise Avenue - Reserve Right-of-Way The City will reserve an additional 30 feet adjacent to Enterprise Avenue for stormwater drainage purposes. Gemstar's 5 acre acquisition would begin directly east of the 30 foot stormwater area. s:: 3: D) D.) at "'C Q c 0<' ::s r el- c CD CD ;'3 . . r c- eo S1!!L c: CJ cc en :J ""C ~ ;::::;: CD m 5. eo C D.) CD ~ 8 ~ 0: :::J .., .., r CJ1 en ::i" C. -- Ui (Q 0 ~ en ::s ~ ZN (Q c!: 00 0 0 0 :::I CJ1 ~ ! 11 i\ ~_\ I \ ~ I !e I I j ~ Ie ~ I :\~.. I e----e--e- , I r r1-.'~ "'r4 I "if, '\~~i,~: '<';<<1. ~ .* . \;1'\., . ~ . f ~ j, { t- ~ I ! m~ I ~ lie. i ~ r- J ~. )>._4 z. .. 1 r ~ ~ I 'I I I :.:/ I I :.:1 : :/ '.' c ~I ~J r - ..J( II .- r- - ~:.:I _ f--'I , ,,-, L--JI I II r-- -1 ~.- _...JI." I~ I 1 r - .J . - J I I ~~ II f--J ,.--.,C I, ~ !Ii I L_ I ~I~ ]'i-l,., I" l if--'I I 11--"<l.Y L--JI II r- -1 L -...JI&I' :\ I r - .J I _ J ,91/' 11f--J r II I I r--l II L-l L_ '&1 I I . '19' I ,- -j L - -J I II Ii r- -1 L _.J, 'I - . - -e- - __ I :.: '.1 I I I l l_J I ~ .. 6) [) . 'l-glI ~ 5. I bf ~ ~ 11I1.6i GEM5T AR MANUFACTURING r !f l~rJt!H .fr.( ~I' i I & In lUll I-IASTINGS, MINNESOTA. HI; ( rJ) ~ - ,.1 ~ .; . , , .)1 ~ ~ , [!J ~ ~ 8 CD ~ ~ ~ iJQ a H SP r6\c::I .fliiJ . ~ ~ D Q o a~,E3_"E t#) ~u I-Ei-I . a [D a c [iI a t:J a IJ · ~ . ~ a D !ill ~ I . ~ o J:I ~ . .. aI__ ...... a ~" -I I_EJ~ I I · .- 4J ~ ~ J W o fjl D .. L!J . 13 I ~ a ~ ::j'I-1 III ~ I[J # ei i-all-- U [J ~ C - E$] oa .tJ EEEJ a ClOElII(]Ela 0 o . .. . a II] c::J a [!]~ [j] [f!1 r1l a ill [f!1 H~ D a I. I a a ~ ~ ~ ~. ~ ~ ~ ,..1 a a C] D 1m [!] I = . fiI . ~ a ... ~ ~ ~ ... , iJ Q .1, . ,\ c::::J a H ~ ~ !Po _0lIl__ ...... r. rSc::I .- ft ""'" Ell) a a a .. ~ dIf) rA ~ 0 -SB . I"""'-"E . Ell) Ell) t3 I - EJ l=:JEJ \ SWOO&9J 8 CD rn ~ 1I\ /ZJ GEf'vIIlNI INCORPORATED 103 MENSING WAY. CANNON FALLS, MN 55009-1143. PHONE: 507-263-3957. FAX: 507-263-4687. WEB: SIGNlETTERS.COM June 8th 2005 Mr. John Hinzman City of Hastings 101 4th Street East Hastings MN 55033 Dear Mr. Hinzman: Enclosed for your review is our application for land purchase under your subsidy program. We are applying to purchase 5 acres ofland East of Enterprise Avenue in the new Phase 2 development. Once approved, we will build a 43,750 square foot manufacturing facility for our subsidiary Gemstar Manufacturing. ! Please let us know if there is any additional information you need. We look forward to working with you, and everyone else at city hall, during this process. Thank you for your consideration. Jon Leikvold President Gemstar Mfg a Gemini Division GE~INI INCOF<POF<A.TEI::) 103 MENSING WAY. CANNON FALLS. MN 55009-1143. PHONE: 507-263-3957. FAX: 507-263-4887. WEB: SIGNLETTERS.COM June 8, 2005 Gemini Incorporated's subsidiary, Gemstar Manufacturing, is applying to relocate to the Hastings Industrial Park. Following is a brief overview of Gemini and Gemstar's history: Gemini Inc. was incorporated in Minneapolis in 1964 by Jim Weinel. Our primary business is manufacturing outdoor dimensional letters, plaques and other sign products. The custom parts and case division of Gemini, recently renamed Gemstar Manufacturing, is presently located in Cannon Falls in a Gemini building. Gemstar Manufacturing has been a division of Gemini for 41 years and produces custom plastic parts specializing in transit cases. Two thirds of Gemstar' s business is manufacturing custom carrying cases for the containment and transport of delicate components and precision instruments. The remaining third produces thermoformed and rotationally molded parts for a wide range of industries including agricultural, medical, and electronic customers. Historically Gemstar's growth has been flat, they are a stable and very profitable business but with little expectation of substantial growth. However, Gemini's letter business continues to grow. It is that growth forcing Gemstar to relocate. GemStar Manufacturing-Material ."'13" ". ...... ... ....'.. '.' .. .,', '." "',,,, "". :... '-~","-<-", -, '. '...,-.)". .~'" "'- f ,- _; '>~i..) r ~ ,_: ',_:_ ','.. .., ,~ ..' ,.-',- ,.,.., ,'- .'; '>"!, J " !- .:;'-';.. .. .,'" ," " .. /': .. " .1 j,T':~.. .1-"-.\ ..;, .'. ......' ................ .;;~~~,.~~~~: .. .. ...-*:~')!n~~W-l~,~,""'>>..~ a.HOMe tl1'MNIS1T CAB PCNR'CMe$c a.~~<::m i(a;R&UMtuSHIft\IG CASE S~ KCAM GemStar uses only the finest components. Combine that with UNUMITED customlzatlon options and EXPERT design technicians, and you get a case you want, not what others want to sell you. When you are In need of protection for your product In a time frame that does not allow a custom case to be designed and manufactured, you can order hlgh- quality transit cases off-the-shelf. Click here for more Info. Page 1 of2 - HDPE Specifications: GemStar Transit Cases, Reusable Shipping Containers, Rotationally Molded, and Rugged Rack Mount Cases are all made from High Density Polyethylene (H.D.P.E.); which Is a low-cost, high-performance plastic. The most Important characteristics of H.D.P.E. are Its durability and resiliency. H.D.P.E. has extreme chemical resistance and holds up well with rough handling. Summary of Properties LR7340: H.D.P.E. comes in a variety of colors and textures all with the same durable characteristics as the standard black and sliver colors. This plastic has excellent formability and chemical resistance. GemStar extrudes this material to Insure quality, consistency, and timely delivery of raw material for your cases. A.B.S. Specifications: GemStar Carry Cases are thermoformed from Acrylonitrile-Butadiene-Styrene (A.B.S.), which Is a second generation thermoplastic that combines outstanding strength to weight ratios with an ability to withstand wide temperature extremes. A.B.S. solves the brittleness problems of styrenes and gives the dimensional stability not available with polyethylenes. Cases formed from A.B.S. have distinct advantages over aluminum. A.B.S. is impervious to most chemicals; will not corrode; will not dent easily; does not show scratches as aluminum, generally keeping Its "new" appearance longer; lightweight, less than aluminum for equal strength. A.B.S. Is available In many standard colors and can be color matched to your requirements. Summary of Properties R21: Economical R21 outperforms other low-cost A.B.S. with Its ideal balance of propertles...comblnlng excellent formability, ductility and mechanical qualities with high Impact strength and outstanding high and low temperature performance. R59: This unique A.B.S./P.V.C. material Is fully tested and fire rated. R59 Is similar to R211n that It also has excellent formability, ductility and mechanical qualities with high impact strength and low temperature performance. 2:'l The company name has changed, but the quality that goes Into each and every case has not. GemStar MFG. 1515 North 5th St. Cannon Falls,MN 55009 PH 8001533.3631 FX 5071263.3129 E-mail 6/15/2005 APPLICATION FOR LAND PURCHASE OR SUBSIDY AGREEMENT 1. Name, address, phone of developer (the persons or entity that will be the owner of real estate) Gemini Inc. 103 Mensing Way Cannon Falls, MN 55009 507-263-3957 2. Developer's type of entity (corporation, partnership) recorded with the Secretary of State Sub Chapter S Corporation 3. Developer's Fedeml Tax ill number 410854683 4. Full names and title (president, etc.) of those signing agreement for the developer Jim Weinel President Gemini Inc. 5. Property: the acreage and legal description of the city property to be sold (City can complete): 5 acres 6. The agreed market value of the property to be acquired (area X $1.35 sq. 5294,030 7. The agreed purchase price ($1.00 per acre): 5 acres at 511acre = $5.00 8. The difference between the purchase price and matket value of the property: (6 less 7) 5294,025 9. Date to which payment is deferred (5 years from estimated closing date). August 15, 2010 10. Responsibility for costs. 1. Paid by City from developer's escrow: Title update or abstmct continuation Deed Tax Conservation Fee City's attorney and consultant fees for agreements, reviews and applications Planning approval application fees and staff time costs 2. Paid by developer at closing: Purchase price Recording fees for deed mortgage & development agreement Title inswance commitment Closing costs 3. Paid by developer to consultants and contractors as necessmy Architectuml or building drawings Survey and site plan drawings Environmental reports 11. Proposed size and use of building to be constructed on the property: 43,750 square foot building manufacturing plastic transit cases and custom plastic parts 1 12. Estimated total wages paid (increase over existing) for work on the property in five years: Gemstars present direct annual wages are 5990,440. We would expect our direct wages in 5 years to remain the same at nearly 51,000,000 annually. 13. Projected land credits (use formulas in Land Credit Summmy) 1. constroction credit example Estimated Building cost is $2,265,500. In 5 years the estimated value (80%) will be $1,812,400. The construction credit at 10% will be: $181.240 2. jobs credit example Annual Labor 5990,440. Divide annual labor by 527,000 to get 36.7 equivalent employees. 36.7 x 55400 credit = 5198.180 credit 14. Job and wage goals (Required by and reported to Minnesota Department of Trade & Economic Development to comply with Business Subsidy Act) 1. Number of new jobs created by the business at the site within two years from occupancy: After 2 years Gemstar Manufacturing will employ a total of 40 employees 2. Hourly wage of new jobs to be no less than: $9.511 hour 3. Hourly pro-mted cost of medical insmance if provided Of our covered employees 60% elect family coverage valued at $3.42/ bour, The remaining 40% elect single coverage valued at 51.26/ hr. The aggregate value is $2.56/hr. 15. Constroction 1. Building construction costs (include parlcing lots, not land): 52,265,500 2. Expected beginning and completion dates of constroction and all site work: 8/1512005 - 3/15/2006 16. If one of more businesses will occupy the building, and are legal entities different from the developer (items 1, 2, 3 and 4 above) provide the following for each tenet: 1. Business Name N/A 2. Address and phone N/A 3. Names and titles of owners of the business N/A 4. Type of entity recorded with state N/A 5. Tax ID number of business. N/A 6. Nature of the business (what product, process, material) N/A 7. Percent of building space to be occupied by business N/A 8. Number of the jobs given above (14) that this business be responsible for: N/A 17. Recent history of the major occupying business or if new, the owner's experience in the business and/or resume See Attached 2 18. Business references, contact person and phone number: 1. Gemini's Bank Wells Fargo Bank MN,NA PO Box B514 Minneapolis MN 55480-9899 Credit Reference Area Acct #47757 Phone: 303-836-5272 2. Gemini's Suppliers Central Steel & Wire PO Box 5100 Chicago II 60680 Attn: Tom Bruebach Phone: 800-621-851 en 4054 Fax: 800-232-9279 Eastman Chemical PO Box 431 Kingsport TN 37662 Attn Credit Dept Phone: 800-377-8626 Fax: 423-229-1191 Georgia Pacific 1851 Margaretha Albert Lea MN 56007 Phone: 507-373-3375 WW Grainger Automated Credit Reference Line Phone: 847-647-2060 Acct # 806662334 3. Gemstar's Customers Topcon Positioning Systems 7400 National Drive Livermore CA 94551 925-468-3230 EverestIVIT 4619 Jordan Road Skaneateles Falls NY 13153 315-554-4048 Schonstedt Instrument Co 100 Edmond Road Kearneysville WV 25430 304-724-4716 3 19. Project finances a. Uses of funds fees soft costs construction equipment b. Sources of funds $?? developer's cash $25,000 loans (by lender) $2,240,500 public funds (not land) $ $264,000 in additional capital $2,529,764 $0 $0 Totals: $2,529,764 20. Financing sources: list business sources, equity partners and lenders with names of persons, phone numbers: None, we will fully pay for this building and new capital expenditures ourselves. 21. List any sources and amounts of public assistance government loans and grnnts (including those you have or may apply for). other than the land you are requesting from the City. NONE . 22. The developer may have to provide business financial records to a consultant hired by the City. The information will be confidential to full extent the law provides (attached agreement) 23. Any lawsuits or actions pending against the developer, business(s) or partners? NO 24. Has the applicant or a business owned by the applicant declared bankruptcy, when? NO ! 25. Name, Title, Signature of person representing the developer. ~ ~n Leikvold ~~ ~.~a division of Gemini Inc. Dare 1/ 't 4 VIII-B-6 Memo To: Mayor Werner and City Council From: Kris Jenson, Associate Planner Date: July 5, 2005 Subject: Three Rivers Place - Request to place roof sign at 311 2nd St E - Three Rivers Place Sales Office. REQUEST Three Rivers Place LLC is requesting approval to place a roof sign at 311 2nd St E to advertise the Condominium Sales Office for approximately the next 12 months. ATTACHMENTS · Picture of sign · Applicant's request for sign. BACKGROUND INFORMATION Comprehensive Plan Classification The subject property is guided MXD - Mixed Use in the Comprehensive Plan. Zoning Classification The site is zoned DC Downtown Core. Sales offices are a permitted use in the District. ORDINANCE REQUIREMENTS The language for roof signs is as follows: Roof Signs. To provide reasonable flexibility in respect to the sign regulations set forth in this section, the City Council may approve an application for a roof sign where an exception would be consistent with the intent of these regulations, in cases where the applicant demonstrates practical difficulties in using a wall sign or freestanding sign. However, no roof sign shall exceed in size the district requirements for freestanding signs. If the City Council approves a roof sign, the area of the roof sign may be subtracted from the allowable freestanding and/or wall signage allowed for the property and/or building. PLANNING CONSIDERATION Three Rivers Place recently received approval for a condominium building on the north half of Block 2. In March of this year they opened a sales office in a building they own at 311 2nd St E. a sign was placed on the existing brackets at that time. Staff has been contacted by representatives of Three Rivers Place looking for additional sign options as they indicated that prospective buyers are having a difficult time finding the sales office. This request is to place a 12 foot high by 5 foot wide "V' shaped sign atop the sales office building. The applicants are also planning to place a banner on the side of the adjacent two story building that would cover the painted Hastings Gazette sign and advertise the sales office. The sign ordinance permits banners without permits so long as they used in a temporary fashion and are removed before becoming discolored or in disrepair. I have discussed the proposed signage with John Grossman and Tom Montgomery, and we have two concerns with the proposed roof sign. The first is that it's proposed placement is on a portion of the building that projects into the 2nd St E right of way, meaning that the sign itself would be located entirely with the right of way. Second, the "V' shape of the sign could leave it susceptible to damage from wind and snow. We feel that if the Council were to approve this sign, that it should be moved back onto the roof of the actual building and not project over the right of way. The roof sign language states that no roof sign should exceed the size allowed for freestanding signs in the district, and if approved, the size of the roof sign may be subtracted from the area allowed for freestanding and/or wall signage. Freestanding signs are not permitted in the downtown area, and wall signage is calculated at 2 square feet of signage for every foot of building frontage. According to Dakota County Parcel Query, this building has a 25' frontage, meaning they would be permitted 50 square feet of wall signage. By comparison, the proposed roof sign is 60 square feet per side. RECOMMENDATION The applicant requests that the roof sign be approved. As stated earlier, Staff feels that if this sign request is approved, it should be on the condition that the sign be moved back onto the roof of the building and not project into the 2nd St E right of way. " Kris Jenson From: Sent: To: Subject: most appraisals [allenmost@comcast.netl Wednesday, June 29,20053:41 PM Kris Jenson roof sign 1. Verticle triangular sign: 12 feet high by 5 wide (two sides) 2. Banner: Same dimensions as the Hastings Gazette painted area. We did a walk through to get an idea on what would work best. Given the visibility of that wall, we recommend placing a banner in roughly the same dimensions as the portion that is currently painted 'Hastings Gazette". That is the forward side of the building with no obstructions. The back of the building is obstructed from the bridge view. The forward part is excellent from Downtown. 3. Posting duration: One year Why Three Rivers Place needs signage: 1. There is no Product to show potential buyers as the p~oject isn's built yet. Three Rivers Place needs to rely on traffic to the showrom in the absence of a built project to sell. 2. Our showroom location is at the far end of the downtown area, much-needed exposure from the bridge and downtown. 3. We have a much shorter time frame to acquire customers, unlike a bricks and mortar retail store that will exist for years at a site. Our model showroom will only be on site until we break ground. A hardware store or coffee shop can survive on repeat business over years and decades. We have to get all our customers inside a few short months. 1 ". I~ ! ~~1 =1 ~~ . ~i ~:.t (-0 / '" C! N N .0 ~ f LAND USE APPLICATION - CITY OF HASTINGS PLANNING DEPT 101 4th St E, Hastings, MN 55033 - Phone: 651.480.2350 - Fax: 651.437.7082 Address of Property: Legal Description of Property: Applicant Name: 7JI#Ff' J(iUEL5 PiAa l..I...C- Address: 3/1 dNIJ:51: If. !-I1J.sTJNIn~ NlN ';-57)-3? Phone: ~ 5 J --'137- ..:J 800 Fax: Email: Property Owner: 7// ~~~ ,IOU'("4~ fJ~ 1..'-' Address: E/ I ,;J Nn sr.e 1-//1S1" / /1/& 5 MN ~.g7'1 Phone: ~S/- tf~ 7- ;23~o Fax: Email: Description of Request: /EM PtJR~Il~ gALES ~/(;N Ft),R 4 j) j)12tJ XI hi J4.-r~Lv I ;1 /Vlo _ 'L- If requesting site plan review of multi-family units (three or more attached), are the units intended to be for sale or rental units? Please Note! All Fees and Escrows are due at time of application. Minor Subdivision $500 Special Use Permit $500 Comp Plan Amend. $500 Lot Split/Lot Line Adj. $50 Annexation $500 plus legal expenses EA W $500 plus $1,000 escrow -~~~ Please see reverse side for escrow amounts required.. Total Amount Due: $ $\00, ~ Make Checks payable to City of Hastings. Check Applicable Line(s) Rezone $500 Final Plat $600 Variance $250 Vacation $400 House Move $500 Prelim Plat $500 + escrow Site Plan $500 + escrow Please ensure that all copies of required documents are attached. See reverse side of this application for information. ~ 7114 Applicant Signature flUEtV' Mosr . OWAfe2 . Applicant Name and Title - Please Print O~C~LUSEON~ File # . - Ree'd By: Fee paid~bv . ~ -- , Receipt # .00 Date @ZZ-~ flLL6N 11()51 Owner Name - Please Print Date Ree'd: ?'Jt ~tt.. ~ App. Complete , -,;J7-05 Date ~ --~7-tJ5