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HomeMy WebLinkAbout2007-07-11 CC CITY COUNCIL MEETING " COUNCIL MEETING . Wednesday, July 11,2007 6:30 p.m. L CALL TO ORDER 1. Roll CaD n. PUBLIC IIEAlUNGS m. APPROVAL OF AGENDA IV. APPROVAL OF COUNca MINUTES 1. IUDe Z7, 2001 City Coundl MeetiDl Minutes (Paps 1...11) V. CONSENT AGENDA 1. City of CeatervlDe luae 28, 2001 tIIrouP July 11, 2887 Claims (Page 12) 2. Centennial Fire District Claims through JUDe 29, 2007 (Page 13) VL AWARDSIPRESENTATIONS/APPEARANCES VB. OLD BUSINESS 1. Final Plat & Developen Agreement - Clearwater Creek EstatesIIIanzaI 2. Old MiD Road Utility .. Stnet Improvement Bids, Res. ##07-XXX- Accepting Bid & Awarding Project - Precision Excavating & Grading (Pages 1""15) 3. Beard Group Downtown Redevelopment Developen Agreement 4. Consider Publie Works Facility Purehase - 2885 Cedar Street - Res. #07-oXX - AuthoriziDl Purchase & Finandng (Pages 16-39) 5. Res. ##07-GXX ... Dead Broke Saddle Club Request for Premises Permit/Gambling Permit (Sagen Bar & Grill) - Paddlewheel, Paddlewheel ,,!fable, Bar Ria... Pull-Tabs - **BOUSEKEEPPING.. (Pages 40) vm. NEW BUSINESS IX. ANNOtTNCEMENTSllJPDATES 1. City Administrator, Mr. Dallas Lanen Z. CompteJBOl"8dve Be. for 8esqulcentellDiaI (Update) X. ADJOURNMENT **REMlNDERS** CouIlciI Meeting-July 25,2007,6:30 p.Ol. Council Chambers wlBudget Worksession Parb & R.ecreation Committee - August 1,2007,6:30 p.Ol. Council Chambers PlaPnins & Zoning Commission - August 7, 2007, 6:30 p.rn. Council Chambers __~___ ______~__~~______________"_____o_ ~~______ CITY OF CENTERVILLE CITY COUNCIL WORKSESSION a MEETING June 27, 2007 6:30 p..... Pursuant to due call and notice thereof: the City of Centerville held their regularly scheduled meeting on June 27, 2007, at City Hall, IS80 Main Street. PRESENT: Mayor Mary Capra Council Member Tom Lee Council Member JetTPaar Council Member Michelle Lakso Council Member Linda Broussard ABSENT: None STAFF: City Administrator Dallas Larson City Engineer Mark Statz City Attorney Kurt Glaser L CALL TO ORDER Mayor Capra called the June 27, 2007, City Council meeting to order at 6:40 p.rn. u. APPROVAL OF' AGENDA Mayor Capra added Item 1-12a and Items 4 through 8 to the Consent Agenda. She removed Items 1, 2, and 3 trom Old Business, added Items 5 and 6 to Old Business, and added the 1-35 Update and Business Appreciation to AnnouncementslUpdates. ~ ~QJ >>_ber ~aar. ~ntlect bY QaunQl Mmohu Ireuw~ t. aoorove the Henda as ..mended. AD in favor. Motion ~ unflnimously.. m. PUBUC BEARINGS None IV. APPROVAL OF COUNCIL MINUTES 1. June 13. 2001 City Council Meeti~V Minutes Mayor Capra amended page 4 of 10, patagraph 12, to state that the lock and gate would be on the pool deck. city ofCentenille Council MecIins Minutes June 27. 2rxT1 CoUJIcw111lember Lakso amended page 4 of lOit paragraph 1, last sentence for "recommend" to "support." tJeJle8 1P: ComtdlM~""'r. ~,,,bv r.ftunetUJP9ber ,~ .oorove the June 13. 2007 City Coudl Closed Session MeetiD.2 Minutes ~ ~~pdellM~ favor. MafJcm earriW U...nhnoutl1L 2. June 13, 2007 Work Session Meeting ~utes lfolfulllY t;.BDeil......,'.r. ~CellIldUte8l..r Lee. . 8!'DI'Ove tJa M;;; ii: 2007 em CoUncil Work Sessio8 Meetml! MinUtes as oresented. AD jp ."r. >>~~ .pa,,,,;noum... V. CONSENT AGENDA 1. 2. 3. 4. City ofCenterville June 14.2007 t\IroUi\llpne 27.2007 Claims f'.entstnia.l Fire ])q)artment Cl,ims tbrouih June 19. 2007 ~aJ Wes Police ~ C1A1n)~ thMt_gh June 14.2007 Parks" RecreatiQn Committee's 'RP1".nmmendAtion to PurchRAe S1UU)lies for 1601 I#Motte Driye Checker ~ - Not to Bxceed SIOQ Parla 8L a-reatieB f'AMMi!tee'S :a.eMMeB.dMie8 te PartthAAe 8i.. fer 1601 ~e Df\\". (4 ~ Pr~._ Ne :r.....aia'8L 4 "Ne fj~,& Wa4iu:ftf SwiMM;"!") 8\pA will Be eeBsisteBt witJ! all etlter eity si..e ef same \Yfe. Parks " :ttecre8tion l".(}",V'ittee's lI_.nmft'Nl!ftmmnn fgr Previous Motion Clarification ReIat1t]g to Mr. Trevor Weisel's F.agJe Scout PrQject With Rntire Pn)ject BeiQB ~unded by _ City - NQt tQ Exceed~ Parks "R~eation Committee's Reqpest for Public Works to Install 'RetAining DJpc1cA &. Soil Similar to t.aMotte Park's ~ prQject) Mnmlm_ S~wer ~ Parks " Recreation Committee's Reqpest for Fundini for National Nillht Out Bvent at t601 '.a.Motte Park - ~ot to Bx~ $SO OtfailinfA. Lemonade) Councilmember Lee requested that Item S be pulled for discussion. S. 6. 7. 8. .~ tf pmaciI ~~rd. ...... by CttlQlciU:lember fPs~ ., ;;;;ve the Con~nt ARend. items as amendt4 AU to fav,r. t1tdons carried 9.n~ S. Parks 8r. 'RM1't"Ation Committee's RecbmmP.nd~on to Pur...1tA!U'l SigJI~F for 1601 WMotte Drive (4 "Priyate~. No )"~-in8 " 4 "No Fisbita8. Wadi", or Swimming") - Sip" will be consistent with aU other city siSJU'ie of _me ~. CounciImember Lee commented that he did not want to ~oy the shoreline; however, he could not see spending the large amount of money on the park and not be able to fish. PagC2 of 11 City of Ceoteni11e Council MeatiD8 Mbmtes Jlme 27. 'J.Of1T Councilmember Broussard questioned whether the JlO fishing policy should remain until the shoreline was well established. Councilmember Lee stated that there are areas where people could fish from shore. Mayor Capra requested additional information about the no trespassing signs. Councilmember Lee replied that the property line is not clearly designated by a fence or other form of barrier. Counci1member Lakso agreed that the shoreline restoration should become well established before fishing is allowed. Counci1member Paar stated that the only problem he saw with allowing fishing is that when CSAR 14 is tom up, there would be too much activity for the small area. He stated that he is in favor of no fishing for now. Mayor Capra inquired as to how the no fishing policy would be enforeed and how much the fine would be. city Attorney Glaser commented that once posted it would fall under the public nuisancel loitering ordinance and the police would patrol. He indicated that in his experience, the fine is usually $50. Mayor Capra stated that she supports Counci1member Lee; however, she would like to revisit the issue of fishing once the shoreline restoration is successful. =. bv CoueD Mem)Jer Lee.. seconded bv ConneD lWember , dIIkllA_ to aDDrove or., rA"UMlt At!eRda It.- as Dl'elenteIL All Qa r~or. ,,~~ D"8nimo~, VL AWAItDSIPRESENTATlONSlAPPEARANCES 1. ADOO, Eick & Meyers Presentation of2006 Audit Mr. McDonald, ABOO, Erick &; Meyers, presented the Audit and Management Letter. He commented that over all, the numbers look good and none of the funds have significant deficits. Mr. McDonald explained that the job of an auditor is to give an unqualified or clean opinion on tinancials. He identified two weaknesses in internal control: one Material Weakness .. 1l'ainterumce of accounting system due to number of audit entrie$ and one Reportable Condition .. searegat.ion of duties. Discussion ensued. Page 30f 11 City ofCenterville Council MeedDa Minutts June 27, 2Of11 Mr. McDonald commented that no findings were discovered under Legal Compliance and State Statues. He discussed the general fimd balance, general fund revenues, general ftmd expenditures, budget result, debt service tbnds, capital project funds, water fund, sewer fund, storm water fund, debt to assets, debt per capita, and taxes per capita. Mr. McDonald informed Council that the 2007 audit standards would change. He explained the new audit standards, commenting that the most extensive change would be in how an audit is conducted. He explained that auditors would be required to 8S$eSS risk and then develop procedures designed around any risk found. He recommended that the City document its internal control policies and procedures into a written 1Dauual MRtion bv ConeD Member Lee. seconded bv CouoeD Member Pur. to acceot the 21M Alt.. AucJit.Jlprt as DreSented.a..M n. iJl f..-r. .M~ ~ nnAnhnouslv. . 2. C~ia1 La\p Polj~ ~ Chief Bob VA1ceJa ~~'Al Be9o~ Presentation Police Chief Makela introduced Officers Andy Dixon, Jason Corlew, and Reserve Officer Bill Jacobson. He recognized City Adrnimstrator Larson for his hard work and assistance on the department's annus.l report. Chief Makela summarized the information provided in the 2006 Annual Report to include: Mission Statement, Message from the Chie( Command Structure, City Attorneys, Financial Overview, Activity and Incident Report, Alcohol and Tobacco Compliance, Community Oriented Policing, Crime Prevention, Department Facility, Drug Abuse Resistance Education (DAIlE), Firearms, Fleet, Forfeitures, Investigations, Medical, New Department Personnel, Police Reserves, Predatory Offender Registry, Safe and Sober, Speed Enforcement and Radar, Training, Use ofF~ and the Website. Mayor Capra stated that she and Councilmember Lee sit on the Police Commission. She reported that a goal setting meeting was held to detennine how to police Centerville. Mayor Capra indicated that the main points from that meeting were law enforcement, quality of life, and problem solving. She stated that the Police Commission would be setting goals in these three areas. Chief Makela commented that it is good to see City government, the police departments and the residents come together to meet the needs of the community. Councihnember Lakso asked how familiar the officers are with the school. Chief Makela replied that the officers are very familiar with Mr. Bob Stevens, Centerville ElementaJy School Principal. He stated that he sits on several committees with school administrators to discuss security issues. Pap 4 Of 11 city of Centervi1le COUDCil MeetirIs Minutes June r/. 20CT1 VB. OLD BUSINESS 1. Final Plat" Deyelo.pers Agreement - Clearwater Creek Est:ates/.Flan7Jll ~ved ji'om the"", ) 2. Old Mill Road Utility " Street Iq)rovement Bids. Resolvtion #07-XXX: Al"~1 pitt " Awarding Pro.ifctt - Precision Excav~ni " Qradi!ll (Jlemoved from the aaenda.) 3. ~ Groqp DoWntown Redeve1Qpment DevetQpers Agreement (1lemoved tom the aaenda.) 4. Consider Public Works FaciIit;y Purc~ - 2085 Cedar Street City Administrator Larson reported that the City entered into an option agreement to purchase the 2085 Cedar Street property. He reminded Council that staff was tasked to explore the possibility of refining potential improvements to the property to meet the needs of a Public Works facility and to structure a transaetion to pin ownershlp of the property by June 30 to not have a taxable property for the following year. Mr. Larson stated that staff concluded there were too many issues to be resolved and therefore, would not be able to save on the taxes. He indicated that staff would like feedback from the Council regarding future ~.' He stated that it would take approximately two . additional weeks to resolve the issues. Councilmember Lee stated that he desire additional options for a PubHc Works facility. He commented that he would like to consider renovating the existing site. Mayor Capra asked City Attorney Glaser to explain the difference between a contract for deed versus an out right purchase. City Attorney Glaser replied that a contract for deed uses other people.s money. He stated that this saves some money. He explained that the requirements for a Contract for Deed include a ten-day notice, a Council meeting to prepare the Contract for Deed. and publishing the information. He mentioned that because of the project size, and if the Contract for Deed is for over $700,000, there must be a notice 10 the public. Mayor Capra stated that this bas not been done in the past and questioned what the benefit of a Contract for Deed would be. city AdQlinistrator Larson replied that the Contract for Deed was attractive because the title could be tranaferred to the City prior to completing the project. He stated that a Contract for Deed is only one option. Mayor Capra stated that she is in favor ofpursuins the 2085 Cedar Street property and is not in favor of renovating the current site. Page S of 11 city ofCentervi11e Counei1 MeetiDg Mim1tIs June 27. 2(111 Counc;iImember Lee stated that the current site is worth about $400,000 and. if sold. the money could go to purchase the new property. CouncUmember Broussard stated that. relativo to the current locati~ the fit is not the same as when the current building was purchased. She stated that she would like to see a commercial onterprise located at the current site. Discussion ensued. Councilmember Paar stated that Mr. Shudy's property is the best option. He commented he did not believe there is a better place in the City for the Public Works building; however, he is concern with the cost. Councilmember Lakso stated that she believes the Cedar Street property is the ideal site and that the timing is right. CouncUmember Broussard stated that it felt good in that it would be the last Public Works tacility the City would need. She agreed that it is a great deal of money; however, starting ftom scratd1 is not the best option. city Administrator Larson explained that funding for the property and renovations could come from the $400,000 in reserves and utility reserves. Discussion ensued. Mayor Capra asked City Administrator Larson to provide payment options and a purchase agreement at the next City Council meeting. Mr. Shudy questioned if it was possible to deed a portion and contract the rest. City Attorney Glaser replied that it could be an option; however, it would need to be under $700,000. Mayor Capra questioned Mr. Shudy about his timeline. Mr. Shudy replied the option he signed expires on September 10, 2007. Discuasion ensued. 5. Parks &. Recreation Committee's Recommendation to :purchQe Four Picnic ~fQr 1601 '.AMntteDrive-Not~~SI0_000. City Administrator Larson stated a budget of $800 per picnic table for a total of $3,500 plus shipping would purchase tables as good or better than those originally listed. Page 60f 11 city orCenterville Cound1 MeeriD& Minutes June 27, 2001 Mr. Kevin AmuNisen, Parks &, Recreation Committee, stated that these picnic tables are used in the Hugo parks. He commented that they are very functional and handicapped accessible. ~=~~~~~; for 1601 '..Motte Drive - Not to exceed 54.000. 4U ~ favor. Modo. carried .e-nilllouslL 6. Park Monument SifVU'le Replacements City Adtnit'listrator Larson displayed a photo of the tinali:red park sign design. He stated that the signs would cost approximately $1,500. He explained that the cost includes installation but not the landscaping around the signs. He commented that he would like to explore watering service options to keep these areas watered. Discussion ensued. Mayor Capra recommended offering the current signs to the family or the Instorica1 Society. ~ ~~ ~ Lee. oot8Dded by CauDciI ~ tyr. flIll/Il'I'Gf~ tJte o a ,..-* ~ ~~ts not to exceed .Q,P~ .&JUa favor. Mpjo. cani~ anapi~ouslv. vm. NEW BUSINESS 1. = B= sa:ue Club Reqpest for Premises PermitlC~blins "Permit (Sager's . _ ~beel., P,&newheel wtrable. Bar8inao, and ~Tab&._ Mayor Capra questioned how the proceeds would be spent Councilmember Lee stated that the City had been denied contributions by other organi7.ations in the past; however, the Dead Broke Saddle Club has consistently contributed to the City. Discussion ensued. = ~ c;:: ::- ~ FO..... .... Coondl.&fa8ber flu'r, lP e Sa. Club_'.....t.J.. ~ P~bIJ.aa ~u: "i.~ -l'.d,iJew_I,.I~'~IewWl wlfalllt, JI8r JIja-. @8d ....... ,{JlU ~ AIJJD..lavor. ~ttJiof qrried nn...imouslv. 2. R@solution MYJ..022 - ~1t~1\1 a J.RAft Between Funds - 160~ L@Motte Park Page 7 of 11 city ofCenterYi11e COUDdlMeetiD& MbmteB June 27, 2fXT1 City Administrator Lanon explained that this resolution would finance the improvements to the park over several years. He stated that it presumes there would be on-going park dedication fees to provide revenue. Discussion ensued. ~ ~ IeCOIIdt:IIlIY COIIIlCiI Mew""" Lee. fll _e 7 - ~n~,.... tutI1=.JIitNeD ~ Aves 4. Navs tiPaa.). Modon earried. 3. ~ lJrdipAnce 19. Second $eries Amending City Code. C~ 154.170 Parkine: Reqpirements City Acft1linistratOr Larson explained that the major change to the ordinance is in reducing parking requirements for major manufacturins or industrial and grants a Conditional Use Permit the ability to provide additional flexibility. ~;.~ ~ BIP~ -... bv COIJJldI Member Paar. fll 1IIlr:!=.= _--=-_~. #J J.__ ---.:Dd ~ 811 ordll.~ ....... CitY Cede. ChaRter i54.f,O p;';~nt! R;i.;;;ts as Dre5ented. AD in favor. Motion carried ,ngnilR8lllllv. 4. ~llmm81Y Su~IOission of Livable Communities Local Housins Incentive Pre- Application 2007 City Administrator Larson stated that staff is looking for a motion to authorize the submission of a grant application in keeping with the down town redevelopment plan and considering alternate funding. =Ilx pm....~ l;ee- ~..... --..'3l. fll :;.;e.~~"':':=~.:=e~~=,: 1.<<t07. AU in favor. !\fotion carriejl nnan;plonslv. s. Authori7.Rtinn for ~yor to Sifl1l Documents for Admnwledgement of1tecq)tivity to an LCA FllndinlJ Award - Chateau Goiftbn ApartmentR .MOtJCm. " f;8tuIeiUJemt. ~ ser.o~DDeU.!JcpI"'. ~,a... to ~~~~m.....t,r~"~fll" - GoWet.~ AU.illJVor. tJltaa prie4 nnanimouslv-'!. 6. ='~ - Monti/Vin, the.~"" i>r P,'F~1I to ('~ the 2008 ., P Update It .AUtlpi7.lft8 an ~,pWk'n for Grant Fmtds Page 8 ()f 11 city of Centenil1e Coundl MeetiDg Minutes JuDe 27, 20f11 City AdmiQistrator Larson reported that Met Council reallocates some of its revenue for funding grants. He stated that Centerville is eligible for about $20,000. "otiIP bY CalmeD Member ~sanL ~Ilded ,jJy ComIeB ~~r p",.. to :;~ ~ ideJItIt\oDuI tile .... for ftmc\- to ___ _--!___!_n trod. ....,.~ aD aDDUmfion fer ~ Funds. AJI in favor. ~oti~!I r.arried DnAnimouslv. 7. J\wro~ ofPudF - 2008 - :North)felfO Telecom Councilmember Lakso reported that the Commission voted to approve the North Metro Telecom budget. She explained how the two budgets were combined into one budget. She reported that the largest increase was in personnel coverage, increasing it to 4.7901.>> higher for 2008; however, the capital costs are 29% lower than last year. ==l~~ IKOJIlIed by Cooadl M_~ -'r. to aDDnM ~ .uJaJfVor. MfdPt canied M"~"'IY. 8. ~~ #07~:;V Su\lJpission ofReqpS llll: Stale BopdiJI/I F fi the Ri . a PortiQn of Anoka ('.nnnty State Aid lfiahway 14 City Administrator Larson stated that he hopes the City would receive funds for the local share of the CSAH 14 project and that he would like to pursue the possibility. He commented that the Governor has historically line item vetoed the items that do not have a regional signifi~. =: ~ B-m. seconsJe4 IIY CoIUlCil Mf8\IIer p..r_ to ~'~ ........-. ............ of ,.... IlK iliIb - D' _ _ ,:..;;~ of a nm1ion of Anob COImtv State Aid _~Y 1~ AD in o.yor. Matien ~ ~n'R~ IX. ANNOUNCEMENTS /UPDATES 1. City Admi~istrator Larson City Administrator Larson reported on the ultimate fighting events occurring in neighboring communities. He commented that some communities have adopted ordinances to prevent such activities. He stated that he would prepare a draft ordinance for Council's consideration and approval. Discussion ensued. Council asked Adtpinistrator Larson and City Attorney Glaser to draft an ordinance to prevent ultimate fighting activities in the City ofCenterVi1Ie. 2. ('.nmmemorative ItemR for Sesqpicentennial (Upda~) Page 9 of 11 city of Center9ille Council MeetiDg Minutes JUDe 21, 2CX17 City Administrator Larson stated that the order for the pins was tin.nxed. He commented that the business community had not come forward with tnOney. 3. $tnnmer Meeting ~e Mayor Capra stated that she would like to consider a budget work session in July. Discussion en$\1ed. Consensus reached to hold a budget work session on July 25, 2007. 4. 1-35 lJpdate Mayor Capra reported that she and Administrator Larson attended the 1-35 meeting. She commented that the bridge is scheduled to be completed in 2009. She described the changes that would be made. She stated that there are plans for a park and ride in the plans. She C()DUIlCIlted that the environmental impact study took only three months to complete compared to the four years for the CSAH 14 project. Administrator Larson stated that was so it could be integrated into the CSAH 14 plans. Mayor Capra stated that the next meeting would be held in October, 2007. S. Dus~ J\pJ)reciation Councilmember Paar thanked St. Genevieve's Church for hosting the dinner. He commented that he was disappointed that more businesses did not attend. Councilmember Paar suggested holding this event at a different time of the year as Tuesdays in the summer are not a good option. Mayor Capra commented that Senator Vanderveer attended this year. Mayor Capra thanked City staff for facilitating the logistics for the event. 6. Qdl<< Councilmember Lak$o suggested holding a ribbon cutting ceremony for the new backage road. Councilmember Paar recommended combining it with the Hidden Spring Patk dediaWon. Mayor Capra tasked Administrator.Larson with finding out the completion date of the new road. Page 10 of 11 city of Centerville CouDd1 MeetiD8 Minutes June 21. 2OC11 CouncUmember Lee reported twO vacancie& on the Parks and Recreation Committee. Councilmember Paar reported that Kenny Kost won the fight against St Paul's Matt "The Predator" Yanda at the Roy Wilkins Auditorium on June IS, 2007. Adroinistrator Larson stated that discussion occurred about an open house to let residents know about the CSAH14 project and the potential impacts. XI ADJOURNMENT =:.:.= =~~-=: CeanciI MeqJ~ BrDossanL te . ,t M 0.& AILVa rav(pr. MGiH mrried unJlnimousIY. Tra.nscribed by: Dianna WISe, Recording Secretary TtmeSaver Off Site Secretarial, Inc. Page 11 of 11 ~-~---~-~ ~-- CITY OF CENTERVILLE *Check Summary Register@) 07/06107 4:34 PM Page 1 Narne 10100 MAIN STREET BANK Paid Chk# 022480 AFLAC PaId Chk# 022481 ANOKA COUNTY Paid Chk# 022482 ARCHAEOLOGICAL RESEARCH Paid Chk# 022483 AVLlC Paid Chk# 022484 CENTENNIAL FIRE DISTRICT Paid Chk# 022485 CENTERPOINT ENERGY Paid Chk# 022486 CHOICEPOINT SERVICES INC. Paid Chk# 022487 CONNEXUS ENERGY Paid Chk# 022488 CORNER EXPRESS Paid Chk# 022489 CRYSTEEL TRUCK EaUIPMENT Paid Chk# 022490 FRATTALONES HARDWARE Paid Chk# 022491 HUGO MILL OUTDOOR POWER Paid Chk# 022492 IMAGE PRINTING & GRAPHICS Paid Chk# 022493 INSTRUMENTAL RESEARCH Paid Chk# 022494 MARATHON ASHLAND Paid Chk# 022495 MENARDS - FOREST LAKE Paid Chk# 022496 MET. COUNCIL ENV. SERVo Paid Chk# 022497 MMUA Paid Chk# 022498 NATIONWIDE RETIREMENT Paid Chk# 022499 ON SITE SANITATION Paid Chk# 022500 PERA Paid Chk# 022501 POSTMASTER Paid Chk# 022502 PRESS PUBLICATIONS Paid Chk# 022503 ROCK GARDENS INC. Paid Chk# 022504 STEPHAN, KIM Paid Chk# 022505 TIME SAVER Paid Chk# 022506 US BANK CORPORATE TRUST Check Date 7/1112007 7/1112007 7/1112007 7/1112007 7/11/2007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 7/11/2007 7/1112007 7/1112007 7/1112007 7/1112007 7/1112007 Total Checks JULY 2007 Check Amt $45.88 JULY 2007 $66.00 6908 SUMAC COURT & CITY'S LOT $1,220.00 1601 LAMOTTE DR - ARCHAEOLOGIC $606.00 DEF COMPWIH 7-12-07 $24,737.50 2ND aTRLY BILLING 2007 $128.82 1880 MAIN ST - SERV THRU 6-20- $32.00 DRUG TEST FOR P.W. $531.39 STREET LIGHTS - 395653-219699 $682.71 FUEL FOR MAY 07 $23.50 STROBE REPLACEMENT TUBE $60.83 SUPPLIES FOR PARKS $12.76 SUPPLIES $571.61 UTILITY BILLING SHEETS $38.00 WATER TEST $144.25 FUEL FOR JUNE 2007 $310.53 SUPPLIES $12,344.38 AUGUST 2007 SERVICES $1,375.00 SAFETY MANAGEMENT PROGRAM - 3R $450.92 DEF COMP WIH 7-12-07 $917.00 6955 DUPRE RD - EAGLE PARK $2,342.47 PERA WIH 7-12-07 $429.31 2ND aTR UT BILLING $44.40 BOBBY & STEVE'S PUBL. $2,311.05 YARDWOODCHIP $133.24 REIMBURSE FOR LANDSCAPE MAT. F $1n.70 CITY COUNCIL MEETING 6-13-07 $61,710.00 #3346200 GEN. OBLG.IMPROV. BO $111,447.25 NOTE: THERE WILL BE UPDATED LIST OF DISBURSEMENTS FOR APPROVAL ON 7-11-07. 12 CENT!NNfAL FIRE DISTRICT Check Regi8f8r FIRE GL GL Poetlng PerIod(e): 06107 N rYdI07 Check IssUe O818(e): 08I'lDfm7 - 08f2Ml007 Page: 1 Jun 29. 2!JfJ7 08:31 am Per Date 08IfJ7 0!$I2SI07 08107 fW2SIC17 06107 r:IJf2SI(J1 06107 08/29107 08107 08l2SICJ7 06107 08l29I07 To1&l mo 06107 W1lIJC11 08107 06J29I07 08107 rJ8t7SJt1I To1&l8: Check No Vendor No Payee Involce DeeaiptIon Inv Amount 2785 20140 MILO BENNETT PRINTER CARTRIDGES 110.12 2768 30480 CENTENNIAL UTILITIES STATION 1 UTILITIES 79.73 1NT 30850 CLAREV'S SAFElY EQUIPMENT IN( EQUIPMENT MTC 613.00 2768 80201 KALU HAAPOJA SAFETY CAMP 104.00 PREPARATION 2189 80250 INTL ASSOC ARSON INVESTIGATe DUES MB 75.00 2770 130440 METRO FIRE. INC HARNESS STRAP 65.34 FLOWTE6T 66.00 130.34 2771 160140 OFFICE DEPOT.INC 2712 160491 POSTMASTER 2773 180350 SENTRY SYSTEMS. 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R80 bGJIlI to,. !lI1Ildlb aitd llif)llnlllg rfIM-Of...., .... ~ othntaI __ _ 1Il1Il*iL ; (;. ~ ~ ,- ' -- ~ ' ."..---- . "....- "". . ........ , '. " :1.: '. : NORTH: .,;,; ~. . .. .<: '. /...' /" . /. ./ / /' / / A 0' . c ... : . ' . " .' , ".. A" . ,. ... ..._... .0. .__.__...=-___.. _..__:.._.__._. . . ----------- -------- SUBDMSIONIDEVELOPMENT AGREEMENT Clearwater Creek Estates THIS SUBDMSION AGREEMENT ("Agreement") dated , 2007 by ,and between the CITY OF CENTERVILLE, a Minnesota municipal corporation ("City"), and Jeff and Laura Banzai (the "Developer"). 1. REQUEST FOR PLAT AND DEVELOPMENT APPROVAL. The Developer has asked the City to approve a final plat and Development for Clearwater Creek Estates Addition as the "Plat"). The land ("Land") is situated in the County of Anoka, State of Minnesota, and is legally described on the attached Exhibit A. 2. CONDffiONS OF DEVELOPMENT APPROVAL. The City hereby approves the final Plat on condition that the Developer enter into this Agreement, furnish the security required by it, and record the Plat with the County Recorder or Registrar of Titles within sixty (60) days after the City Council approves the final Plat. If the final Plat is not recorded within the sixty (60) days, the approval of the Plat is void, unless a written request for an extension is submitted to the City Administrator before the sixty (60) days expire, and is approved by the City Council. 3. RIGHT TO PROCEED. Within the Plat or Land to be platted, the Developer may not grade (except as authorized in a Grading Permit issued by the City or the Final Grading Plan, hereinafter defined) or otherwise disturb the earth, remove trees, construct sewer lines, Hanzal Development Agreement v8 I water lines, streets, utilities, improvements, or any buildings until all the following conditions have been satisfied: 1) this Agreement has been fully executed by all parties, including owners and mortgage holders, and filed with the. City Administrator, 2) the necessary security has been received by the City, 3) the Plat has been recorded with the Anoka County Recorder's Office, and 4) the City Administrator has issued a letter that all conditions have been satisfied and that the Developer may proceed. The Plat will not be released to the Developer and may not be recorded until the necessary security has been received and accepted by the City. The City Administrator shall issue the notice to proceed within five (5) business days after receipt and acceptance of the security. 4. FUTURE DEVELOPMENT. The City may refuse to approve future planning or zoning applications, plats or development contracts by or with Developer if Developer has breached this Agreement and the breach has not been remedied. 5. CHANGES IN OFFICIAL CONTROLS. For two (2) years from the date of this Agreement, no amendments to the City's Comprehensive Plan or official controls shall apply to or affect the use, development density, lot size, lot layout or dedications of the approved Plat unless required by applicable law or agreed to in writing by the City and the Developer. Thereafter, notwithstanding anything in this Agreement to the contrary, to the full extent permitted by law the City may require compliance with any amendments to the City's Comprehensive Plan, official controls, platting or dedication requirements enacted after the date of this Agreement. 6. DEVELOPMENT PLANS. The Plat shall be developed in accordance with the following plans ("Plans") which are on file with the City. The Plans shall not be attached to this Agreement but are incorporated by reference. If the Plans vary from the written terms of this Agreement, the written terms shall control. The Plans are: Hanzal Development Agreement v8 2 Plan B - Clearwater Creek Estates Addition final plat dated (pending County review). Final Grading and Erosion Control Plan dated prepared by Plowe Engineering ("Grading Plan''). Stormwater Pollution Prevention Plan SWPPP dated prepared by Plowe Engineering. Tree Protection Plan dated prepared by Plowe Engineering. Plan A - Plan C - Plan D- 7. CITY INSTALLED IMPROVEMENTS. The City shall install and Developer shall pay for the following improvementS ("Public Improvements") as required by the Construction Plans: A. Sanitary Sewer System B. Water System C. Storm Sewer D. Streets . E. Concrete Curb and Gutter F. Ponding as described in Bid Alternate #1 for the Old Mill Road Street Improvement Project The Developer hereby requests that the City install the necessary Public Improvements as described above (Public Improvements A - F) to service the proposed development. The City agrees to proceed pursuant to Minnesota Statutes Chapter 429, the Petition and Petition for Improvement Special Assessment Agreement/Waiver of Hearing and Appeal signed by Developer dated January 29, 2007, and to specially assess $186,944.43 of the cost of said Public Improvements including design and construction engineering, to the subject property. The Developer hereby waives its right to appeal the amount of any special assessments against its property within the described development. 8. DEVELOPER INSTALLED IMPROVEMENTS. The Developer shall install and pay for the following improvements (the "Developer Improvements"): A. Site Grading and Erosion Control Hanzal Development Agreement v8 3 - -- ---- ~- ---~- ---- ----------~- -------~- ---------- -- --- -- -- -- B. Private underground Utilities C. Setting of Iron Monuments D. Surveying and Staking E. Street Lights F. Signs and matkers G. Trees, sod, seed, landscaping H. Ponding, excluding work included in "Public Improvements item 7. F. . All Improvements (the PUblic Improvements and the Developer Improvements are collectively referred to herein as the "Improvements") shall be installed in accordance with the City Code; City standard specifications for utilities and street construction; and any other appropriate regulations or ordinances. The Developer shall submit plans and specifications for any required Developer Improvements which shall have been prepared by a competent registered professional civil engineer to the City for approval by the City's consulting engineer, no changes may be made to the Plans without the City's express written consent. The Developer shall obtain all necessary permits from other agencies before proceeding with construction of the Developer Improvements. The Developer shall instruct its engineer to provide adequate field inspection personnel to assure an acceptable level of quality control to the extent that the Developer's engineer will be able to certify, that the construction work for the Developer Improvements meet the approved City standards. In addition, the City may, at the City's reasonable discretion and at the Developer's expense, have one or more City inspectors and its engineer inspect the work on a full or part-time basis. The Developer may provide City with its construction schedule, and City will then provide Developer with a good faith budget estimate of the cost of City inspection. City shall update the cost estimate as requested by Developer. The Developer, its contractors and subcontractors, shall follow all instructions received from the City, Rice Creek Watershed District, Army Corps of Engineers, Anoka County and/or any other governmental agency with applicable jurisdiction, so long as their requirements are consistent with the Plans. The Developer's engineer shall provide for on-site project man8gement. The Developer or its Hanzal Development Agreement v8 4 engineer shall schedule a pre-construction meeting at a mutually agreeable time in the City Council chambers with all parties concerned, including the City's consulting engineer and inspector, to review the program for the construction work. Within thirty (30) days after the completion of the Developer Improvements and before the Security is released, the Developer shall supply the City with a complete set of reproducible "as constructed" plans for each improvement, and two complete sets of blue line "as constructed" plans in electronic format AutoCAD, *.DWG, * .DXF or *. PDF file, all prepared in accordance with City standards using Anoka County NAD83 coordinates. Before the Security for the completion of Developer Improvements is released in total, iron monuments must be installed in accordance with Minn. Stat. ~ 505.02. The Developer's surveyor shall submit a written notice to the City certifying that the monuments have been installed. WARRANTY. The Developer warrantees all Developer Improvements constructed by it pursuant to this Agreement for a period of two years after submitting the "as constructed" plans. 9. PERMITS. The Developer shall obtain or require its contractors and subcontractors to obtain all necessary permits, including but not limited to: . Anoka County for county permits (if any) . NPDES Permit for Grading and Erosion Control . MPCA for Hazardous Material Removal and Disposal . DNR for Dewatering . Rice Creek Watershed District Permits . Wetland Conservation Act Permits . City of Centerville for Building Permits . City of Centerville Soil and Erosion Control Permits (Grading) . City of Centerville Permits for Utilities such as gas, phone, electric, cable TV 10. TIME OF PERFORMANCE. The Developer shall install all Developer Improvements set forth in the Plans by December 1, 2008. Public Improvements, with the exception of the final wear course of asphalt on streets shall be completed by December 1, 2007. The final wear course on streets must be installed no later than December 1, 2008. The Hanzal Development Agreement v8 5 1_____ Developer may, however, request an extension of time from the City. If an extension is granted, ~t shall be conditioned upon updating the Security posted by the Developer to reflect cost increases and the extended completion date. Final wear course placement outside of this time frame must have the written approval of the City Engineer. 11. LICENSE. The Developer hereby grants the City, its agents, employees, officers and contractors a license to enter the Land to be platted to perform all work and inspections deemed appropriate by the City in conjunction with the Plat development and the Improvements. 12. EROSION CONTROL. The erosion control shall be implemented by the Developer according to the Grading Plan and inspected and approved by the City. The City or Rice Creek Watershed District may impose additional erosion control requirements if field conditions warrant. All areas disturbed by the excavation and backfilling operations shall be reseeded within forty-eight (48) hours after the completion of the work or in an area that is inactive for more than seven (7) days, unless authorized and approved by the City Engineer. Except as otherwise provided in the erosion control plan, seed shall be in accordance with the City's current seeding specification, which may include certified oat seed to provide a temporary ground cover as rapidly as possible. All seeded areas shall be fertilized, mulched, and disc anchored as necessary for seed retention. The parties recognize that time is of the essence in controlling erosion. If the Developer does not comply with the erosion control plan and schedule or supplementary instructions received from the City or the Rice Creek Watershed District, the City may take such action as it deems appropriate to control erosion. The City will designate a contact person responsible for erosion control issues. The contact person will attend the pre-construction meeting. The City will endeavor to notify the Developer in advance of any proposed action, but failure of the City to do so will not affect the Developer's and City's rights or obligations hereunder. If the Developer does not reimburse the City for any cost the City incurred for such work within ten (10) days, the City may draw down on the Security or Additional Security to pay any costs. No development, utility or street construction will be Hanzal Development Agreement v8 6 allowed and no building permits will be issued unless the Developer is in full compliance with I the approved erosion control plans. The City will not unreasonably withhold permits. The Developer shall require all subcontractors working on grading, structural exteriors or who will moving vehicles across unimproved surfaces to comply with Centerville erosion control standards. The Developer shall educate these subcontractors about the City standards and these subcontractors shall be required to post surety to secure performance. 13. GRADING PLAN. The Plat shall be graded in accordance with the Grading Plan. Within thirty (30) days after completion of the grading and before the City releases any Security, the Developer shall provide the City with an "as constructed" grading plan certified by a registered land surveyor or engineer that all ponds, swales, and ditches have been constructed in accordance with the approved grading plan on public easements or land owned or to be owned by the City. The "as constructed" plan shall include field verified elevations of (a) cross sections of ponds, and (b) location and elevations along all swales, wetlands, wetland mitigation areas if any, and ditches, and the Developer shall require lot purchasers to comply with the City's development standards for verifying lot comer elevations and house pads. The City will withhold issuance of building permits until the approved certified grading plan is on file with the City and all erosion control measures are in place as determined by the City Engineer. The Developer shall be required to maintain all erosion control measures until the project is accepted by the City. No structure shall be occupied until a final inspection of the grading is found to match the "as constructed" grading plan. 14. DEWATERING. Due to the variable nature of groundwater levels and stormwater flows, it will be the Developer's and the Developer's contractors and subcontractors responsibility to satisfy themselves with regard to the elevation of groundwater in the area and the level of effort needed to perform dewatering and store flow routing operations. All dewatering shall be in accordance with all applicable county, state, and federal rules and regulations. DNR regulations regarding appropriations permits shall also be strictly enforced. Hanzal Development Agreement v8 7 - -- - - -- --- -- ---- --- ---- ----- -------,---. -------,---. -------- -------- ----- - ------ 15. CLEAN UP. The Developer shall clean dirt and debris from streets that has resulted from construction work by Developer, its contractors, subcontractors, agents or assigns. During such times as construction activity is active, Developer or his agent shall daily inspect streets and make sure they are swept clean of dirt and debris. Prior to any construction on the Plat, the Developer shall identify in writing a responsible party for erosion control, street cleaning, and street sweeping. 16. OWNERSHIP OF IMPROVEMENTS. Upon completion of the work and construction required by this Agreement, the Public Improvements lying within public easements, shall become City property without further notice or action; Developer shall retain ownership and maintain all ponds and other erosion control measures until adequate ground cover has been established on the Plat including all lots in the Plat, at which time responsibility for the ponds revert to the City without further notice or action. However, the Developer shall maintain ponds until the last lot in the development and all landscaping has been completed, and provided the engineer for Developer shall certify that the ponds have been cleaned and provide the designed holding capacity. Notwithstanding anything to the contrary in this Section 16, within sixty (60) days after Developer delivers a complete set of reproducible "as constructed" plans and electronic format "as constructed" plans for the Developer Improvements the City shall review said Developer Improvements and shall consent to and accept the Developer Improvements and the work and construction required by this Agreement or provide written notice to Developer of any defect or issue with said Developer Improvements or work or construction that Developer is required to remedy under this Agreement. Should City fail to respond within said sixty (60) day period, City shall be deemed to have accepted all such Developer Improvements and all such work. 17. CITY ENGINEERING, ADMINISTRATION AND CONSTRUCTION OBSERVATION. Before the City signs the final Plat, the Developer shall reimburse the City for all of the City's out-of-pocket expenses incurred to the date of this Agreement, including expenses incurred for, but not limited to, legal, planning and engineering services. Furthermore, HanzaI Development Agreement v8 8 before the City signs the final Plat, the Developer shall deposit with the City a $10,000 cash escrow for the City's future out-of-pocket expenses for legal, planning, engineering, development agreement compliance and inspection services. The Developer agrees that the City has the right to request additional deposits from time to time based on the City's estimates of future out-of-pocket costs. 18. SECURITY. To guarantee compliance with the terms of this Agreement, payment of real estate taxes, payment of the special assessments levied to pay for the costs of the Public Improvements, including interest and penalties, payment of the costs of all Developer Improvements, the Developer shall furnish the City with a Letter of Credit in the form attached hereto as Exhibit B, from a bank or other financial institution acceptable to the City ("Security") for $ .00. The amount of the Security was calculated as follows: 19. CONSTRUCTION COSTS: Cost of Developer Improvements, description: a. Lot access - gravel & silt fencing ~ Lots @ $500.00 each $ 2,500.00 d. Wetland protection markers approximately ~ @$150.00each $ 900.00 e. Street sweeping 10 each @$250.00 each $2,500.00 f. Flushing of storm sewers, once per year until all lots are built upon $1,000.00 g. Shade trees (balled and burlapped) ~ per lot or 1 per comer lot (10 Total) @ $250.00 per tree $ 2,500.00 h. Grading! Mitigation! Erosion Control [Approximately 50,000.00] j. Final Grade/Sod/Curbstop 6 @ $3.500.00 per 101$ [Approximately 21,000.00] $ k. Grading and sodding of outlots and boulevards 2,000 sf.x$0.50 $ 1,000.00 HanzaI Development Agreement v8 9 1. Televise Sanitary Sewer Install mailboxes 5 @$250 m. n. Surveying, staking, setting of iron monuments Subtotal Guarantee of Special Assessments (3 yrs Installments) TOTAL COSTS OTHER COSTS: Additional requirements (50%) TOTAL PROJECT SECURITIES $ 1,000.00 $ 1,250.00 $ 5,000.00 $ $ 65,000.00 $ $ $ This breakdown is for historical reference; it is not a restriction on the use of the Security. Developer security shall also be used to secure timely payment of all special assessments for Public Improvements installed by City. The Security shall be for a term ending November 30, 2009, and automatically renewing thereafter unless notice of termination is provided to the City at least forty- five (45) days prior to the end of the term or any renewal date. The notice given must comply with Section 25 below. Individual security instruments may be for shorter terms provided they are replaced at least thirty (30) days prior to their expiration. The City may draw down the Security after having given notice to the Developer of any violation of the terms of this Agreement or if the Security is to be allowed to lapse prior to the end of the required term or any renewal term, and if any such breach has not been satisfactorily cured within seven (7) days of the. notice being sent The notice and right to cure provisions shall be void if the Security will expire in less than thirty (30) days, and in such case the City shall be allowed to proceed under the "Emergency" provisions set forth in Section 23. If the Security is drawn down, the proceeds shall be used to cure the default or held until the Developer has provided alternative security satisfactory to the City. Upon receipt Hanzal Development Agreement v8 10 of proof to the City that work has been satisfactorily completed and financial obligations to the City and Developer's contractors have been satisfied, with City approval the Security may be reduced from time to time by ninety percent (90%) of the financial obligations that have been satisfied, except in no event shall the security be reduced to an amount lower than the outstanding special assessments on the property in the development Ten percent (10%) of the Security shall be retained until all Public Improvements have been completed, all obligations to the City satisfied, and the required "as constructed" plans have been accepted by the City. The City must approve or deny a request for reduction in the Security within twenty-one (21) days after receipt of proof satisfactory to the City as provided above. 20. CLAIMS. In the event that the City receives claims from laborers, materialmen, or others that work or materials have been provided subject to this Agreement for Developer whereby sums due them have not been paid, and the laborers, materialmen, or others are seeking payment from the City, the Developer hereby authorizes the City to commence an Interpleader action pursuant to Rule 22, Minnesota Rules of Civil Procedure. The Developer authorizes the City to draw upon the Security and Additional Security in an amount up to 125% of the claim(s) and deposit the funds in compliance with the Rule. Upon such deposit, the Developer shall assume responsibility for the claims, release the City from liability for the claims and authorize the Court to dismiss with prejudice the City from any further proceedings as it pertains to the claims, or the Security or Additional Security deposited with the District Court, except that the Court shall retain jurisdiction to determine the City's attorneys' fees pursuant to this Agreement. Nothing in this paragraph shall diminish the Developer's duty to indemnify the City as stated elsewhere in this Agreement. 21. SPECIAL PROVISIONS. The following special provisions shall apply to plat development: HanzaI Development Agreement v8 11 A. Park Dedication. Before the City signs the final Plat, the Developer shall make a cash contribution of $18,000 in lieu of land dedication. B. Trail Easement. Developer shall provide in a form and description acceptable to City, an executed easement for the dedication of a trail along the northerly portion of the property which will permit a future east-west trail through the property. C. Mailboxes. Developer shall provide and install mailboxes to serve all lots in the Plat. Developer shall provide a plan showing locations and installation details. Mailboxes shall be of high quality. D. Drainage Fees. The Plat is subject to fees for stormwater drainage at $0.05739 per square foot.. The drainage fees are based upon the gross area of the Plat and are calculated as follows: Gross Area of Plat: Fees TOTAL 277,044.0 sq. ft. x $0.05739 ~r sq. ft. $15,900.00 All drainage fees must be paid in full in cash upon execution of this Agreement. E. Record Construction Drawings. All plats, plans and record construction drawings for Developer Improvements shall be supplied to the City in electronic format and developer pay a cash fee to the City for City base map upgrading. This fee is $36.50 per lot for a total charge of$219.00 (6 lots x $36.50). F. Electronic Format. The Developer shall submit the final Plat in electronic format. The electronic format shall be either AutoCAD, * .DWG file or a * .DXF file . using Anoka County NAD83 coordinates. The Beveloper shall also submit one complete set of the recorded mylar(s) and a * .PDF file of the Plat. HanzaI Development Agreement v8 12 - ------------- - ---- ---- ------------- -- -------- --------- - G. City Enfrineer's Recommendations. The Developer shall implement all recommendations listed in the engineering reports prepared by Bonestroo, Rosene, Anderlik & Assoc. for the Development of the Land dated 22. RESPONSmn.ITY FOR COSTS & LIABn.ITY. A. Except as otherwise specified herein, the Developer shall pay all costs incurred by it or the City in conjunction with the development of the Plat, including but not limited to streets, watermain, sanitary sewer, storm sewer, Soil and Water Conservation District charges, legal, planning, engineering and inspection expenses incurred in connection with approval and acceptance of the Plat, the preparation of this Agreement, review of Construction Plans and documents, and all costs and expenses incurred by the City in monitoring and inspecting development of the Plat. B. The Developer shall hold the City and its officers, employees, and agents harmless from claims made by it and third parties for damages sustained or costs incurred resulting from Plat development, Plans, or any action or inaction by the Developer, including but not limited to, the private agreements between the Developer and local residents related to payment of assessments. The Developer shall indemnify the City and its officers, employees, and agents for all costs, damages, or expenses that the City may payor incur in consequence of such claims, including attorneys' fees. C. The Developer shall reimburse the City for costs incurred in the enforcement of this Agreement or in making a claim against the Security, including engineering and reasonable attorneys' fees. D. The Developer shall pay, or cause to be paid when due, and in any event before any penalty is attached, all special assessments referred to in this Agreement. This is a personal obligation of the Developer and shall continue in full force and effect even if the Hanzal Development Agreement v8 13 Developer sells one or more lots, the entire Plat, or any part of it Assessments attributed to any lot or parcel shall be due in full on sale and shall be paid on or before the closing of such sale. E. The Developer shall pay in full all bills submitted to it by the City for obligations incurred under this Agreement within thirty (30) days after receipt If the bills are not paid on time, the City may draw down the $10,000.00 escrow account, identified. in Section 17 of this Agreement, and may halt Plat development and construction until the bills are paid in full and the escrow replenished to its original amount Additionally, at its discretion, the City may draw down the Security or Additional Security to pay overdue bills as set forth in Section 18 of this Agreement. Bills not paid within thirty (30) days shall accrue interest at the rate of eighteen percent (18%) per year. 23. DEVELOPER'S DEFAULT. In the event of default by the Developer as to any of the work to be performed by it hereunder, the City may, at its option, perform the work and the Developer shall promptly reimburse the City for any expense incurred by the City, provided the Developer, except in an emergency as determined by the City, is first given notice of the work in default as set forth in Section 19. This Agreement is a license for the City to act, and it shall not be necessary for the City to seek a Court order for permission to enter the Plat. When the City does any such work, the City may, in addition to its other remedies, assess the cost in whole or in part as a lien against the Land and/or draw down the Security, at its sole discretion. 24. MISCELLANEOUS. A. Third parties shall have no recourse against the City under this Agreement, and the Developer shall indemnify the City and its officers, employees, and agents for all costs, damages, or expenses that the City may payor incur in consequence of such claims, including attorneys' fees. B. Breach of the terms of this Agreement by the Developer shall be grounds HanzaI Development Agreement v8 14 --- --.-~----~----------------- ------- for denial of building permits, including lots sold to third parties. C. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this Agreement is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Agreement. D. Grading, curbing, and one lift of asphalt shall be installed on all public streets prior to issuance of any building permits, except that building permits may be issued for one (1) single-family model home on lots in Clearwater Creek Estates, upon the City's receipt of the certified "as constructed" grading plan and subsequent to execution of a contract by the City for the Public Improvements. Building permits for non-model homes may be issued after installation of public utilities to the lot and installation of class 5 aggregate base and concrete curb and gutter to the street. E. If building permits are issued prior to the completion and acceptance of Public Improvements, the Developer assumes all liability and costs resulting in delays in completion of Public Improvements and damage to Public Improvements caused by the City, Developer, its contractors, subcontractors, materialmen, employees, agents, or third parties. No sewer and water connection permits may be issued and no one may occupy a home or building for which a building permit is issued on either a temporary or permanent basis until the streets needed for access have been paved with a bituminous surface and the utilities are accepted by the City Engineer. F. The action or inaction of the City shall not constitute a waiver or . amendment to the provisions of this Agreement. To be binding, amendments or waivers. shall be in writing, signed by the parties and approved. by written resolution of the City. Council. The City's failure to promptly take legal action to enforce this Agreement shall not be a waiver or release. Hanzal Development Agreement v8 15 G. This Agreement shall run with the land and may be recorded against the title to the Land. The Developer covenants with the City, its successors and assigns, that the Developer is well seized in fee title of the subject property and/or has obtained consents to this Agreement, in the form attached hereto, from all parties who have an interest in the property; that there are no unrecorded interests in the property being developed; and that the Developer will indemnify and hold the City harmless for any breach of the foregoing covenants. H. Developer shall take out and maintain or cause to be taken out and maintained until six. (6) months after the City has accepted the Developer Improvements, public liability and property damage insurance covering personal injury, including death, and claims for property damage which may arise out of Developer's work or the work of its subcontractors or by one directly or indirectly employed by any of them. Limits for bodily injury and death shall be not less than $500,000 for one person and $1,000,000 for each occurrence; limits for property dam~ge shall be not less than $500,000 for each occurrence; or a combination single limit policy of $1,000,000 or more. The City shall be named as an additional insured on the policy, and the Developer shall file with the City a certificate evidencing coverage prior to the City approving this Development Agreement. The certificate shall provide that the City must be given ten (10) days advance written notice of the cancellation of the insurance. The certificate of insurance shall substantially comply with the form attached hereto as Exhibit C. I. Each right, power or remedy herein conferred upon the City is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to City, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by the City and shall not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. HanzaI Development Agreement v8 16 J. The Developer may not assign this Agreement without the written permission of the City Council. The Developer's obligation hereunder shall continue in full force and effect even if the Developer sells one or more lots, the entire Plat, or any part of it. K. Attached as Exhibit D is a summary of the Developer's financial obligations identified in other sections of this Agreement. 25. NOTICES. Required notices to the Developer shall be in writing, and shall be ei$.er hand delivered to the Developer, its employees or agents, or mailed to the Developer by certified mail at the following address: Jeff & Laura Hanzal, 7381 Old Mill Road, Centerville, MN 55038. Notices to the City shall be in writing and shall be either hand delivered to the City Administrator, or mailed to the City by certified mail in care of the City Administrator at the following address: Centerville City Hall, 1880 Main Street, Centerville, Minnesota 55038. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.] Hanzal Development Agreement v8 17 J SIGNATURE PAGE TO SUBDMSIONIDEVELOPMENT AGREEMENT CLEARWATER CREEK ESTATES CITY OF CENTERVILLE BY: (SEAL) Mary Capra, Mayor AND Teresa Bender, Clerk STATEOFMINNESOTA ) ( ss. COUNTYOFANOKA ) The foregoing instrument was acknowledged before me this day of . 2007, by Mary Capra, Mayor, and by Teresa Bender, Clerk of the City of Centerville, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. NOTARY PUBLIC Hanzal Development Agreement v8 18 - ------ ~- - ----------------------- ------ SIGNATURE PAGE TO SUBDIVISIONIDEVELOPMENT AGREEMENT CLEARWATER CREEK ESTATES DEVELOPER: BY: JeffHanzal BY: Laura Hanzal STATE OF MINNESOTA ) ( ss. COUNTY OF ) The foregoing instrument was acknowledged before me this 2007, by JeffHanzal and Laura Hanzal. day of NOTARY PUBLIC Hanzal Development Agreement v8 19 MORTGAGEE CONSENT TO SUBDIVISIONIDEVELOPMENT AGREEMENT CLEARWATER CREEK ESTATES , which holds mortgagees) on the subject property, the development of which is governed by the foregoing Development/Subdivision Agreement, agrees that the Agreement shall remain in full force and effect even if it forecloses on its mortgagees). Dated this _ day of , 2007 MORTGAGEE By: Its: STATE OF MINNESOTA ) ( ss. COUNTY OF ) The foregoing instrument was acknowledged before me this 2007 by , the of , on behalf of day of NOTARY PUBLIC Hanza.l Development Agreement v8 20 -~----- --- - ----- .--- -- - - ---- - --- - -- -- --- ---- --- EXHIBIT "A" TO SUBDMSIONIDEVELOPMENT AGREEMENT CLEARWATER ESTATES Le2aI Description of Property Beinl! Developed. situated in Anoka County. Minnesota: Hanzal Development Agreement v8 21 - ---- --- --------- -- -- -- -- -- -- - -- -- ~- --- --- - - ___ m_ __ __ EXHIBIT "B" TO SUBDIVISION.DEVELOPMENT AGREEMENT Clearwater Creek Estates IRREVOCABLE LETTER OF CREDIT No. Date: TO: City of Centerville 1880 Main Street Centerville, Minnesota 55038 Dear Sir or Madam: We hereby issue, for the account of (Name of Developer) and in your favor, our Irrevocable Letter of Credit in the amount of $ , available to you by your draft drawn on sight on the undersigned bank. The draft must: a) Bear the clause, "Drawn under Letter of Credit No. . 2005 of (Name of Bank) "; dated b) Be signed by the Mayor or City Administrator of the City of Centerville. c) Be presented for payment at **1 (Address of Bank) November 30, 2006 . on or before 4:00 p.m. on This Letter of Credit shall automatically renew for successive one-year terms unless, at least forty-five (45) days prior to the next annual renewal date (which shall be November 30 of each year), the Bank delivers written notice to the Centerville City Administrator that it intends to modify the terms of, or cancel, this. Letter of Credit. Written notice is effective if sent by certified mail, postage prepaid, and deposited in the u.S. Mail, at least forty-five (45) days prior to the next annual renewal date addressed as follows: Centerville City Administrator, Centerville City Hall, 1880 Main Street Centerville; MN 55038, and is actually received by the City Administrator at least thirty (30) days prior to the renewal date. This Letter of Credit sets forth in full our understanding which shall not in any way be modified, amended, amplified, or limited by reference to any document, instrument, or agreement, whether or not referred to herein. This Letter of Credit is not assignable. This is not a Notation Letter of Credit. More than one draw may be made under this Letter of Credit. Hanzal Development Agreement v8 22 - - ---------~ - - - ~ - ------------------ -- - ---~- ----------- --- ----- This Letter of Credit shall be governed by the most recent revision of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500. We hereby agree that a draft. drawn under and in compliance with this Letter of Credit shall be duly honored upon presentation. BY: Its **1 Location must be within 50 miles of the City ofCenterville. HanzaI Development Agreement v8 23 EXHIBIT "C" TO SUBDIVISION AGREEMENT CERTIFICATE OF INSURANCE PROJECT: CERTIFICATE HOLDER: City of Centerville 1880 Main Street Centerville, Minnesota 55038 INSURED: ADDmONAL INSURED: City of Centerville AGENT: WORKERS' COMPENSATION: Policy No. Effective Date: Expiration Date: Insurance Company: COVERAGE - Workers' Compensation, Statutory. GENERAL LIABILITY: Policy No. Effective Date: Expiration Date: Insurance Company: ( ) Claims Made () Occurrence LIMITS: [Minimum] Bodily Injury and Death: $500,000 for one person $1,000,000 for each occurrence Property Damage: $500,000 for each occurrence -OR- Combination Single Limit Policy $1,000,000 or more \ COVERAGE PROVIDED: Operations of Contractor: YES Operations of Sub-Contractor (Contingent): YES Does Personal Injury Include Claims Related to Employment? YES Completed OperationslProducts: YES Contractual Liability (Broad Form): YES Governmental Immunity is Waived: YES HanzaI Development Agreement v8 24 - - ---~-------- ~ -~------------ - - --- ------- Property Damage Liability Includes: Damage Due to Blasting YES Damage Due to Collapse YES Damage Due to Underground Facilities YES Broad Form Property Damage YES AUTOMOBILE LIABILITY: Policy No. Effective Date: Insurance Company: (X) Any Auto LIMITS: [Minimum] Bodily Injury: $500,000 each person Property Damage: $500,000 each occurrence Expiration Date: $1,000,000 each occurrence -OR- Combined Single Limit Policy: $1,000,000 each occurrence ARE ANY DEDUCTIBLES APPLICABLE TO BODILY INJURY OR PROPERTY DAMAGE ON ANY OF THE ABOVE COVERAGES: If so, list: Amount: $ [Not to exceed $1,000.00] SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL TEN (10) DAYS WRITTEN NOTICE TO THE PARTIES TO WHOM THIS CERTIFICATE IS ISSUED. Dated at On BY: Authorized Insurance Representative HanzaI Development Agreement v8 25 ----- ---- ---- -- ----- ---- - -- -- -- -- ----- - --- EXHIBIT "D" TO SUBDMSIONIDEVELOPMENT AGREEMENT CLEARWATER ESTATES CHECKLIST Before the City signs the final plat, the following must be delivered to the City Administrator: 1. Fully executed Development/Subdivision Agreement 2. Cash payments a. All out-of-pocket expenses paid in full, at least through the date of City Council approval of the development [section 17] b. $18,000 in lieu of remaining park land dedication [section 20.A] c. $15,900 for drainage fees [section 20.D] d. $219 for City base map upgrading [section 20.E] 3. Cash escrow/letter of credit a. $10,000 cash escrow [section 17] b. $ . Letter of Credit [section 18] 4. Certificate of insurance [section 24.H] 5. Easement for trai120. B Hanzal Development Agreement v8 26 EXHIBIT E SPECIAL ASSESSMENT AGREEMENT WAIVER OF HEARING AND APPEAL Hanzal Development Agreement v8 27 --------- --- - --- ------ ---- - - -- --- --- - ---- - -- - - EXHIBIT 1 to SPECIAL ASSESSMENT AGREEMENT WAIVER OF HEARING AND APPEAL PID# 143122310014 Registered Land Survey #048 consisting of 4.6 acres Hanzal Development Agreement v8 28 tervi{{e P.sta6Cisnec( 1857 1880 :Main Street . CentervifCe,:M!N 55038 (651) 429-3232 . Pat (651) 429-8629 STATE OF'MINNESOTA COUNTY OF ANOn CITY OF' CENTERVILLE RESOLUTION ##07-OXX A RESOLUTION ACCEPTING BID :FOR CONSTRUCTION OF'IMPROVEMENT PROJECT WHEREAS, pursuant to an advertisement for bids for the improvement of Old Mill Road from a point approximately 200 feet north of Revoir Street to the north city limits, and bids were received, opened and tabulated according to law, and the following bids were received complying with the advertisement: ~AME OF' BIDDER AMOUNT OF' BID ALTERNATE #1 $50,887.50 $50,645.55 $45,015.00 $66,757.50 $66,525.00 $47,604.50 $52,509.00 $46,832.00 $112,302.50 $34,599.74 Precision Excavating" Grading Northdale Construction Dave Perkins Contracting, Inc. Jay Bros. Inc. Dresel Contracting, Inc. Burschville Construction, Inc. Penn Contracting, Inc. Forest Lake Contracting Three Rivers Construction Park Construction Co. $246,607.25 $278,678.59 $283,241. 75 $292,395.57 $299,446.50 $30t,148.75 $327,715.80 $333,543.41 $360,202.90 $400,408.03 AND WHEREAS, it appears that Precision Excavating " Grading is the lowest responsible bidder. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CENTERVILLE, MINNESOTA: 1. The Mayor and Clerk are hereby authorized and directed to enter into a contract with Precision Excavating " Grading in the name of the City of Centerville for the aforementioned improvement according to the plans and specifications therefore approved by the Council and on file with the City Clerk. /1 2. The City Clerk is hereby authorized to return forthwith to all bidders the deposits made with their bids, except that the deposits of the successful bidder and the next lowest bidder shall be retained until a contract has been signed. Adopted by the City Council this _ day of July, 2007. Mary Capra, Mayor Attest: Teresa Bender, Clerk /s July 6, 2007 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CENTERVILLE, MINNESOTA AND CENTERVILLE MAINSTREET, LLC Dated: . 2007 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 ~ Introduction...................................................................................................................... .............. 1 ARTICLE I DEFINITIONS...... ...... ..... ....... .................. ..... ......... .................. ........ ........ ....... 3 Section 1.1. Definitions............................................................................................3 ARTICLE II REPRESENTATIONS .... ....................... ..... ......... ......................... .................. 7 Section 2.1. Representations of the City .................................................................. 7 Section 2.2. Representations of the Developer ........................................................ 8 ARTICLE III Section 3.6. Section 3.7. Section 3.8. Section 3.9 Section 3.1 0 ACQUISITION AND CONVEYANCE OF PROPERTY; CITY ASSISTANCE...................... ....... ........... .................. .............. ........ ............... 10 Section 3.1. Development Proposal Generally...................................................... 10 Section 3.2. Development Proposal Specifically................................................... 10 Section 3.3. Developer Actions ............................................................................. 12 Section 3.4. City Actions ....................................................................................... 13 Section 3.5. Conditions Precedent to City's Initiation of Eminent Domain Action................... ..... ........... ................. ..~........................... ........... .... 15 Conveyance of Parcels .....................................................................:. 16 Schedule of Phases and Sub-Phases .................................................. 17 Reimbursement for Public Development Costs................................. 17 City Rights to Acquire Acquisition Property from Developer .......... 18 City Costs............. ........ ...................... ............ .................................... 18 ARTICLE IV CONSTRUCTION OF MINIMUM IMPROVEMENTS.............................. 19 Section 4.1. Construction and Operation of Minimum Improvements.................. 19 Section 4.2. Construction Plans ............................................................................. 19 Section 4.3. Timing 'of Construction...........................................................;.......... 20 ARTICLE V INSURANCE................................................ ................................................. 20 Section 5.1. Insurance ............................................................................................20 ARTICLE VI TAXES; TAX INCREMENT ........................................................................ 21 Section 6.1. Real Property Taxes ........................................................................... 21 Section 6.2. Creation of Tax Increment Districts .................................................. 21 ARTICLE VII MORTGAGE FINANCING .......................................................................... 22 . Section 7.1. Limitation Upon Encumbrance of Property .......................................22 Section 7.2. Approval of Mortgage........................................................................ 22 Section 7.3. Modification for the Benefit of Mortgagees .....................................22 ARTICLE vm PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION...... ..... ....... .................. ........... ........ ................ ...... ....... 23 Section 8.1. Transfer of Substantially All Assets .................................................. 23 Section 8.2. Section 8.3. Section 8.4. Prohibition Against Transfer of Property and Assignment of Agreement.......................................................................................... 23 Release and Indemnification covenants............................................ 24 Approvals .............. .... ...................... ....... ................ .................. ........... 25 ARTICLE IX EVENTS OF DEF AUL T ............................................................................... 26 Section 9.1. Events of Default Defined .................................................................26 Section 9.2. Remedies on Default.......................................................................... 27 Section 9.3. Revesting Title in City ....................................................................... 27 Section 9.4. Resale of Reacquired Property; Disposition of Proceeds .................. 27 Section 9.5. City Events of Default; Developer Remedies.................................... 28 Section 9.6. No Remedy Exclusive........................................................................ 29 Section 9.7. No Implied Waiver ............................................................................29 Section 9.8. Agreement to Pay Attorney's Fees and Expenses .............................. 29 ARTICLE X ADDITIONAL PROVISIONS ...................................................................... 29 Section 10.1. lntentionally Omitted ......................................................................... 29 Section 10.2. Conflicts of Interest............................................................................ 29 Section 10.3. Titles of Articles and Sections ........................................................... 30 Section 10.4. Notices and -Demands ........................................................................ 30 Section 10.5. Counterparts ....................................................................................... 31 Section 1 0.6. Modification.......................................................................................31. Section 10.7. Law Governing .................................................................................. 31 Section 10.8. City Approvals ................................................................................... 31 Section 10.9. Rule of Construction.......................................................................... 31 SCHEDULE A-I DESCRIPTION OF DEVELOPMENT PROPERTY SCHEDULE A-2 PICTORIAL OF PROJECTS SCHEDULE B SCHEDULE C SCHEDULE D SCHEDULE E SCHEDULE F SCHEDULE G SCHEDULE H SCHEDULE I PERMITTED ENCUMBRANCES DEPICTION OF MINIMUM IMPROVEMENTS PUBLIC DEVELOPMENT COSTS ESTIMATES OF FINANCIAL ASSISTANCE FORM OF NOTE PUBLIC IMPROVEMENTS CITY FEE SCHEDULE SCHEDULE OF DEVELOPMENT ACTIVITIES --------- -------~- DEVELOPMENT AGREEMENT THIS AGREEMENT, made as of the _ day of , 2007, by and between the City ofCenterville, Minnesota, a statutory city under the laws of the State of Minnesota (the "City") and Centervi11e Mainstreet, tLC, a Minnesota limited liability company (the "Developer"). WITNESSETH: WHEREAS, in the summer of2005, the City commissioned Damon Farber Associates to lead a community task force to prepare a master plan, a set of design guidelines and zoning , amendments for the redevelopment of the City's downtown area; and WHEREAS, on January 11, 2006, the City adopted a master plan and development guidelines (collectively, the "Master Plan") to provide a suggested framework for the redevelopment of the City's doWntown as a vibrant mixed-use destination; and WHEREAS, subsequent to the adoption of the Master Plan the City discussed the Master Plan and the redevelopment contemplated in the Master Plan with interested real estate developers; and WHEREAS, at a joint City Council and City Planning Commission work session held on August 9, 2006, the Developer presented its qualifications to act as developer of the redevelopment projects contemplated in the Master Plan; and WHEREAS, the City and the Developer entered into a Preliminary Development Agreement dated as of September 13, 2006 (the "Preliminary Development Agreement"), which designated the Developer as the exclusive developer of the property encompassed by the Master Plan and pursuant to which the City and Developer agreed to attempt to negotiate a definitive development agreement that would set forth their respective rights and responsibilities with regard to the implementation of the Master Plan; and WHEREAS, pursuant to Minnesota Statutes, Sections 469.124 to 469.134, the City is authorized to establish municipal development districts to facilitate the development and redevelopment of areas of the City; and WHEREAS, the City has created its Municipal Development District No. 1 (the "Project") by adopting a development program (the "Development Program") which Project encompasses the area covered by the Master Plan (which area is referred to herein as the "Project Area"); and WHEREAS, pursuant to the Minnesota Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1799, the City is authorized to finance the capital and administrative costs of a municipal development district with tax increment revenues derived ---- --- ----~-------~----- ---------------- - ---- from one or . more tax increment financing districts established within such municipal development district; and WHEREAS, among the major objectives of the City in establishing the Project are to eradicate blight and blighting conditions existing within the City, to enhance the tax base of the City, to provide decent, safe, and sanitary housing opportunities for the residents of the City, to promote and secure the prompt commercial development of certain real property located in the Project Area which property is not now in productive use or in its highest and best use, in a manner consistent with the City's Comprehensive Plan and with a minimum. adverse impact on the environment, and to promote and create additional employment opportunities within the City for residents of the City and the surrounding area, thereby improving living standards and reducing unemployment; WHEREAS, the City is willing to consider creating a series of tax increment financing districts to provide a source of funds to offset a portion of the extraordinary costs associated with the redevelopment of the Project as the Developer proceeds with the various phases of the redevelopment effort; and WHEREAS, as a part of the implementation of the Master Plan, within the Project Area the City has acquired one parcel of property (the "City Property") and the City has the legal authority to acquire other properties in order to facilitate the redevelopment of the Project Area; and WHEREAS, the City is willing to work with the Developer under the terms provided in this Agreement to acquire properties in the Proj ect Area in order to assist in the redevelopment effort; and WHEREAS, due to the high costs associated with the redevelopment of land which is occupied by structures the City and Developer have determined that the redevelopment of the Project Area, as provided herein would not be economically feasible absent the financial and other assistance on the part of the City contemplated by this Agreement; and WHEREAS, the City believes that the redevelopment of the Project Area as more fully set forth in this Agreement pursuant to the terms of this Agreement, and fulfillment of this Agreement are vital and are in the best interests of the City and the health, safety, morals and welfare of its residents, and in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Project has. been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 2 ARTICLE I DEFINITIONS Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: "Acquisition Property" means that portion of the Development Property described as such on the attached Schedule A-I proposed to be acquired by the City and/or the Developer pursuant to the terms of this Agreement. "Act" means Minnesota Statutes, section 469.124 to 469.134. "Agreement" means this Agreement, as the same may be from time to time modified, amended or supplemented in accordance with its terms. "Available Tax Increment" means with respect to any Phase or Sub-Phase a portion of the Tax Increment generated with respect to the Phase or Sub-Phase and the portion of the Development Property on which the Phase or Sub-Phase is located that is negotiated by the City and Developer as necessary to make development of the Phase or Sub-Phase financially feasible. "City" means the City of Centerville, Minnesota. I "City Property" means that portion of the Development Property described as such on the attached Schedule A-I that is owned by the City. "Construction Plans" means the Construction Plans for any Phase or Sub-Phase and shall include but not be limited to the plans, specifications, drawings and related documents of the construction work to be performed by the Developer on the Phase or Sub-Phase, and the plans (a) shall be as detailed as the plans, specifications drawings and related documents which are submitted to the building inspector of the City, and (b) shall include at least the following: (1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) cross sections of each (length and width); and (5) elevations (all sides). "County" means Anoka County, Minnesota. "Developer" means Centerville Mainstreet, LLC, a Minnesota limited liability company, its successors and assigns. "Development Property" means the real property identified on Schedule A-I and depicted on Schedule A-2, and consisting of the City Property and the Acquisition Property. "Event of Default" means any of the events described in Section 9.1. "Holder" means the owner of a Mortgage. "Master Plan" means the Master Plan and Development Guidelines for Downtown Centerville prepared by Damon Farber Associates, Benshoof & Associates and KKE Architects, 3 ------ ---- -- --- ---- --- ~--- -~-----~~--------- Inc. and adopted by the City Council of the City on January 11, 2006, as modified in size and amount of product by the. conceptual master plan shown on Schedule A-2. "Minimum Improvements" means the improvements to be constructed on the Development Property for each applicable Phase or Sub-Phase. The parties' current understanding as to what will constitute the Minimum Improvements, and the Phases and Sub- Phases thereof, is generally depicted on Schedule C to this Agreement The Minimum Improvements will be more specifically defined pursuant to Section 3.3(c) and 3.4(c). "Mortgage" means any mortgage or security agreement in which the Developer has granted a mortgage or other security interest in the Development Property, or any portion or Parcel thereof, or any improvements constructed thereon, and which is a permitted encumbrance. ''Net Proceeds" means any proceeds paid by an insurer to the Developer or the City or the City under a policy or policies of insurance required to be provided and maintained by the Developer and remaining after deducting all expenses (including fees and disbursements of counsel) incurred in the collection of such proceeds. "Note" or "Notes" means any tax increment revenue note or notes issued by the City as reimbursement to the Developer for Public Development Costs incurred and paid by the Developer for each Sub-Phase, each of which notes shall be substantially in the form of the note attached hereto as Schedule F. "Parcel" means a portion of the Development Property on which a Phase or Sub-Phase will be constructed. "Permitted Encumbrances" means the encumbrances described in Schedule B to this Agreement. "Person" means any individual, corporation, partnership, joint venture, association, joint- stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. "Phase" means the development of the Development Property pursuant to this Agreement in the following separate consecutive order: Phase I, Phase II, Phase ill or Phase N. Each Phase will be completed prior to the parties being bound to proceed to any subsequent Phase. "Phase I" means that portion of the Minimum Improvements currently anticipated to be constructed on Blocks [1, 2, 7, 8 & 9] of the Development Property. It is currently anticipated that Phase I will consist of the construction of the following in four (4) Sub-Phases: (a) fifty- eight (58) for-sale townhomes ("Sub-Phase 1-Bl-2"), (b) forty-one (41) affordable [tax credit] rental units ("Sub-Phase 1-B7"), (c) and approximately fifteen thousand (15,000) square feet of first floor retail space and at least forty-eight (48) multifamily senior housing units ("Sub-Phase 1-B8"), and (d) fourteen thousand five hundred (14,500) square feet commercial building ("Sub- Phase 1-B9"). It is currently anticipated that Phase I will be financed according to the sources and uses attached hereto as Schedule E- I. 4 "Phase If' means that portion of the Minimum Improvements currently anticipated to be constructed on [Blocks 5, 6 and SWC/E/lj of the Development Property. The parties' current understanding of the nature of Phase IT is depicted on ScheduleA-2 to this Agreement. "Phase Ill" means that portion of the Minimum Improvements currently anticipated to be constructed on [Block 4 and Lake Area] of the Development Property. The parties' current understanding of the nature of Phase IT is depicted on Schedule A-2 to this Agreement. "Phase IV" means that portion of the Minimum Improvements currently anticipated to be constructed on. [Block 3] of the Development Property. The parties' current understanding of the nature of Phase IT is depicted on Schedule A-2 to this Agreement. "Preliminary Development Agreement" means the Preliminary Development Agreement dated as of September 13,2007, between the City and Developer. "Project" means the City's Municipal Development District No.1. "Project Area" means the real property located within the boundaries of the Project. "Project Plan" means the development program adopted by the City in connection with the creation of the Project. "Public Development Costs" means costs incurred by the Developer in connection with the acquisition of the Development Property and the development of the Minimum Improvements assuming the parties agree on which costs will be reimbursed by the City under this Agreement. A list of the types of costs that the parties contemplate will be Public Development Costs for each Phase and Sub-Phase is attached hereto as Schedule D. "Public Improvements" means the public improvements preliminarily described on Schedule E to this Agreement which the parties expect will be constructed in connection with the development of the Minimum Improvements. The Public Improvements will be more specifically defined pursuant to Section 3.3(c) and Section 3.4(c). "State" means the State of Minnesota. "Sub-Phase" means each individual component of each Phase, as generally described in the description for each applicable Phase. "Tax Increment" means that portion of the real property taxes paid with respect to the Property and Improvements that is received by the City as tax increment pursuant to the Tax Increment Act, after deducting amounts required by law to be deducted therefrom. "Tax Increment Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174-469.1799, as amended and as it may be further amended from time to time. "Tax Increment District" means any tax increment district created within the Project Area pursuant to the terms of this Agreement. 5 -------- ------ ----- ----- ---- - - ~-----~-----------_._-- ----~--- -------- ~- ~--~- - -- ---- -- -- "Termination Date" means, as to each Phase, the earlier of: (a) substantial completion of the Minimum Improvements, (b) the date the parties agree in writing that they are unable to reach an.agreement as to an additional Phase pursuant to Section 3.2(d), or (c) the anticipated date for commencement of the Phase as set forth on Schedule I if the parties have not agreed in writing to proceed with the Phase. "Unavoidable Delays" means delays, outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, terrorist acts, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, acts of any federal, state or local governmental unit (or the City) which directly result in delays (except with respect to performance of the City's obligations hereunder), failure to receive or delays in the receipt of necessary approvals from federal, state or local authorities, which directly result in delays. Time lost as a result of Unavoidable Delays applicable to any deadline set forth in this Agreement shall be added to extend said deadline by a number of days equal to the number of days lost as a result of Unavoidable Delays. In order for a party to have the benefit of an Unavoidable Delay the party must notify the other party of the existence and nature of the Unavoidable Delay on or prior to the date of the occurrence of the event giving rise to the Unavoidable Delay. 6 ARTICLE n REPRESENTATIONS Section 2.1. Representations of the City. representations: The City makes the following (a) The City is a statutory city under the laws of the State. Under the provisions of the Act, the City has the power to enter into this Agreement and carry out its obligations hereunder, and has duly authorized the execution, delivery and performance of this Agreement by action of its City Council. (b) The activities of the City are undertaken pursuant to the Act and are undertaken in accordance with the Project Plan in furtherance of the objectives of the Project and the Project Plan which include, but are not limited to, the purposes of clearing blighted, deteriorated, deteriorating, under used and inappropriately used areas of the City, increasing the property tax base in the City; promoting the development of underutilized land; eliminating and removing buildings that are economically or functionally obsolete; producing decent, safe and sanitary housing within the City, providing maximum opportunity, consistent with the sound needs of the City as a whole for redevelopment by private enterprise; providing general design guidance in conjunction with suitable development controls in order to enhance the physical environment of the area, and creating employment opportunities within the City. (c) To the best of the City's knowledge and belief, the Project is a "development district" within the meaning of the Act and was created, adopted and approved in accordance with the terms of the Act. (d) The City will, at no cost to the City, cooperate with the Developer with respect to any litigation commenced with respect to the Project Plan, Project, Minimum Improvements or Public Improvements. (e) The City will, at no cost to the City, cooperate with and assist the Developer in obtaining governmental approvals, permits and authorizations necessary to construct the Minimum Improvements. (t) There are no pending or threatened legal proceedings of which the City is aware which if successful would threaten the economic viability of the City or the validity or enforceability of this Agreement or which would restrain or enjoin the transactions contemplated by this Agreement. (g) The City agrees to cooperate with Developer with respect to obtaining any required rezoning, permits, licenses and approvals needed for the redevelopment of the Development Property and will join in the execution of any documents and instruments which may be required or which may be reasonably requested by Developer in connection therewith; provided, that the City shall not by virtue of this Agreement be bound to grant any zoning or 7 other approvals which may only be granted by the City after the holding of a hearing on the matter. (h) The City has no knowledge of any facts the existence of which would cause it or the Development Property to be in violation of any local, state or federal law, regulation or review procedure, including but not limited to environmental laws, or which would give any person a valid claim under any such law, regulation or review procedure. (i) Except for facts disclosed in any environmental assessment or report prepared on behalf of the City or the Developer, the City has no knowledge of the presence of hazardous substances (as the same are described in the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and/or in the environmental laws of the State of Minnesota, and specifically including petroleum and related hydrocarbons and their by-products, asbestos and polychlorinated biphenyls) in, on or under the Development Property. G) The City will promptly share with Developer any information which comes to the attention of the City which relates to hazardous substances on the Development Property, and will promptly provide copies to Developer of any reports, correspondence and other documentation relating to the same. (k) There is no litigation, condemnation or proceeding of any kind pending or to the City's knowledge threatened, against any portion of the Development Property. (1) The City has no knowledge of any new or additional fees, charges or expenses not currently part of the City fee structure for similar developments that the Developer will be required to pay in order to construct the Minimum Improvements and Public Improvements. A copy of the City's current fees is attached as Schedule H. Phases subsequent to Phase I may be subject to new or additional fees, charges and expenses. (m) The City represents and warrants that there will be no certified, pending or levied special assessments upon the Development Property arising from the Public Improvements or the development of Minimum Improvements on the Development Property, except as the City and Developer may agree as a method of financing the Public Development Costs. Section 2.2. Representations of the Developer. The Developer makes the following representations: (a) The Developer is a limited liability company duly organized and authorized to transact business in the State, is not in violation of any provisions of its articles of organi7ation, member control agreement, 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 members. (b) If the Developer acquires the Development Property or any Parcel thereof, and otherwise reaches a :final agreement with the City pursuant to Section 3 .2{ d), pursuant to the terms of this Agreement, the Developer will construct the Phase or Sub-Phase thereon in 8 accordance with the terms of this Agreement, the Development Plan and all local, state and federa1laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations), subject to variances necessary to construct the improvements contemplated in the Construction Plans approved by the City. (c) Except for facts disclosed in any environmental assessment or report prepared on behalf of the City or the DeveloPer, the Developer has received no notice or communication from any local, state or federal official that the activities of the Developer or. the City in the Project Area may be or will be in violation of any environmental law or regulation, and 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 will cooperate with the City with respect to any litigation commenced with respect to the Development Plan, Project, Minimum Improvements or Public Improvements. (e) The Developer would not be able to construct the Minimum Improvements but for the execution of this Agreement and the tax increment and other assistance to be provided hereunder. (f) The Developer will obtain, or cause to be obtained, 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 federa1laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (g) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with (unless all necessary waivers, consents or the like have been obtained) or results in a breach of, material terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a material default under any of the foregoing. (h) The Developer' will cooperate fully with the City in determining a mutually acceptable resolution of any traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Minimum Improvements. 9 ARTICLE m ACQUIsmON, FINANCING AND CONSTRUCTION PLANS Section 3.1. Development Proposal Generally. The City selected the Developer as the exclusive developer to work with the City to implement the concepts contained in the Master Plan for the revitalization and redevelopment of the Project Area. The Project Area property, encompassed by the Master Plan, is the Development Property and consists .of the City Property and the Acquisition Property. The City owns the City Property. Multiple parties own the Acquisition Property. The City determined that the Developer's proposal for the redevelopment. of the Development Property is in the best interests of the City and the City's residents and that, therefore, the City is willing to sell the City Property to the Developer for the sum of $420,000, and assist the Developer by using its best efforts to acquire the Acquisition Property, if requested by the Developer. Furthermore, the City agrees to use its best efforts to obtain and provide certain funding, including but not limited to Tax Increment generated by the Minimum Improvements, to offset a portion of the Developer's costs, all as provided for in this Agreement. Due to the high cost of acquiring and redeveloping the Development Property, the City has determined that the Minimum Improvements would not be constructed without the financial participation of the City as proposed by the Developer. Generally, the City and Developer intend that during the term of this Agreement they will endeavor to do the following: (a) Phases; Further refine the plans for the development of the various Phases and Sub- (b) Attempt on a voluntary basis to secure control of the Development Property through the negotiation of options or purchase agreements with the owners thereof; (c) Identify those Parcels of the Development Property that they will be unable to acquire on a voluntary basis; (d) Analyze the financial feasibility of the development of the Minimum Improvements and Public Improvements, including the amount of any necessary public financial assistance; and (e) Identify the sources of available funds to be used to provide the identified necessary public financial assistance. (t) Analyze the applicability of the Minnesota Business Subsidy Law, Minnesota Statutes, sections 116J.993 to 116J.995. Section 3.2. Development Proposal Specifically. The Developer and City have analyzed the Developer's proposed development of Phase I and, subject to Section 3.2(d), the Developer has committed to undertake the development of that Phase, subject to the terms of this Agreement. The City ;and Developer intend that during the term of this Agreement they will endeavor to reach a final agreement on the following for each Sub-Phase of each applicable Phase, prior to proceeding with the next Phase: 10 (a) Acquisition: (i) For Phase I only, negotiate the terms. of the sale by the City to the Developer of the City Property. (ii) Developer shall attempt on a voluntary basis to secure control of the Acquisition Property included in that particular Phase through the negotiation of options or purchase agreements with the owners thereof. (ill) Developer will identify to the City those Parcels of the Acquisition Property for that particular Phase that it will be unable to acquire on a voluntary basis. (iv) City will determine whether it can use its eminent domain authority to acquire those portions of the Acquisition Property for that particular Phase that Developer is unable to acquire on a voluntary basis. (v) City and Developer will determine whether they can agree on the terms and conditions of the_ City's acquisition of any portion of the Acquisition Property that Developer is unable. to acquire on a voluntary basis for that particular Phase, including, without limitation, the amounts of deposits and security to be provided by the Developer to the City to cover the City's costs of acquisition, including attorneys' fees, and related relocation costs. (vi) For Phase I the Developer and City will agree upon the final acquisition terms for all Sub-Phases of Phase I by the times set forth on Schedule I. (b) Financing: (i) For each Sub-Phase the City and Developer will determine whether they can agree on the financial feasibility of the development of the Minimum Improvements and Public Improvements for each Sub-Phase of the applicable Phase. (ii) For each Sub-Phase Developer will identify the sources of available funds to be used to construct the Minimum Improvements and Public Improvements for each Sub-Phase of the applicable Phase. (ill) For each Sub-Phase the City shall use its best efforts to endeavor to obtain and procure any available and necessary public financial assistance for each Sub-Phase of the applicable Phase, including but riot limited to grants and Tax Increment. (iv) For each Sub-Phase City and Developer will negotiate the terms of any Notes to be issued to the Developer to reimburse the Developer for Public Development Costs related to such Sub-Phases. (v) For Phase I the Developer and City will agree upon all financing by the times set forth on Schedule I. 11 (c) Construction Plans: (i) For each Sub-Phase Developer and City will refine and agree upon final Construction Plans for the development of the Minimum Improvements for each Sub-:- Phase of the applicable Phase. For Sub-Phases in Phase I the Developer will submit Construction Plans for the Minimum Improvements to the City by the times set forth on Schedule I. (ii) For each Sub-Phase Developer and City will refine and agree upon final Construction Plans for the development of the Public Improvements for each Sub-Phase of the applicable Phase. For Phase I the Developer.and City will agree upon Construction Plans for the Public Improvements for Phase I by the times set forth on Schedule I. (d) If the parties are unable to reach an agreement on the acquisition, financing and Construction Plans for any Phase as generally described above and specifically described in Sections 3.3 and 3.4, for each Sub-Phase of each Phase by the anticipated commencement date for that Phase as set forth on Schedule I attached hereto, either party may terminate this Agreement upon written notice to the other upon which this Agreement shall terminate as it relates to that Phase and all subsequent Phases. If the parties do reach an agreement on the acquisition, financing and Construction Plans for a Phase, they agree to negotiate a definitive development agreement memorializing the terms and conditions for the development for such Phase. Section 3.3. Developer Actions. During the term of this Agreement, for each applicable Phase, the Developer agrees to undertake the following actions: (a) Acquisition Activities: (i) On or before September 30, 2007 for Phase I, or at least ninety (90) days prior to the anticipated commencement date of each subsequent Phase as set forth on Schedule I, the Developer shall attempt to secure on a voluntary basis, purchase agreements or options under which it may acquire the Acquisition Property necessary to construct the Phase. (ii) Upon request by the City the Developer agrees to inform the City of the status of the negotiations with owners of the Acquisition Property. (ill) With respect to those Parcels in each Phase which the Developer is unable to secure purchase agreements or options, the Developer shall report to the City and provide such documentation as the City may require detailing the Developer's efforts to acquire the Parcel. (iv) For each Phase, Developer shall cause to be prepared by a qualified relocation consultant acceptable to the City a relocation plan detailing the relocation benefits and payments estimated to be payable to persons displaced from the Acquisition Property. 12 (v) Prior to the City's initiation of a proceeding to acquire a Parcel of the Acquisition Property through the use of its powers of eminent domain, the Developer will enter into a contract with a relocation consultant, acceptable to the City, to provide relocation services relative to the relocation of all persons and entities involuntarily displaced as a result of the development of the Minimum Improvements. The contract shall provide that upon completion of the reloeationof all such persons, such relocation consultant shall provide to the City a certification, in a form acceptable to the City, to the effect that such persons arid entities have been relocated in accordance with State law and the federal Uniform Relocation Act. The contract shall also provide that the relocation consultant will provide reports to the City, upon request by the City, as to the status of the relocation of parties displaced from the Acquisition Property. (b) Financing Activities: (i) Within sixty (60) days after either the date of this Agreement for Phase I, or thereafter at least ninety (90) days prior to the anticipated commencement date of each subsequent Phase as set forth on Schedule I, the Developer shall provide to the City for its review and approval a preliminary financial plan showing how the Developer intends to finance the acquisition of the applicable Development Property and the construction of the Minimum Improvements and Public Improvements for the applicable Phase. (ii) Within sixty (60) days after either the date of this Agreement for Phase I, or thereafter at least ninety (90) days prior to the anticipated commencement of each subsequent Phase as set forth on Schedule I, the Developer shall provide to the City such documentation as the City may require to allow the City and its consultants to undertake a preliminary feasibility analysis of the Developer's proposed development for the purpose of determining, to the City's satisfaction, that the Developer's proposed development is financially feasible, which analysis will be for the benefit of the City only and neither the Developer nor any third party shall be entitled to rely thereon; and (ill) The Developer will assist the City in identifying available public financial assistance. I Construction Planning Activities: (i) By the times set forth on Schedule I for Phase I, or thereafter at least ninety (90) days prior to the anticipated commencement of each subsequent Phase as set forth on Schedule I, the Developer shall provide to the City the Construction Plans for the construction of the Minimum Improvements for that Phase; and (ii) By the times set forth on Schedule I for Phase I, or thereafter at least ninety (90) days prior to the anticipated commencement of each subsequent Phase as set forth on Schedule I, the Developer shall provide to the City the Construction Plans for the construction of the Public Improvements related to that Phase. Section 3.4. City Actions. During the term of this Agreement, for each applicable Phase, the City agrees to undertake the following actions: 13 (a) Acquisition Activities: (i) The City will analyze and respond to the information provided to the City by the Developer pursuant to Section 3.3(a). (ii) The City will negotiate in good faith the terms of the sale of the City Property to Developer. (ill) The City will cooperate and assist the Developer in its efforts to secure control of the Acquisition Property. (iv) The City will attempt to identify which properties of the Acquisition Property the City has the legal authority to acquire using its powers of e~ent domain should it not be possible to acquire the properties on a voluntary basis. (v) Upon receipt of a request from the Developer, the City will hold a public hearing on the question of whether the City should institute a proceeding to acquire any Parcel using its powers of eminent domain as provided in this section, which decision shall be in the City's discretion. The City and Developer shall reach agreement on the various deposits and other security that must be provided to the City to make funds available to pay the costs of acquisition and related relocation costs prior to commencement of any such eminent domain action. (b) Financing Activities: (i) The City will analyze and respond to the information provided to the City by the Developer pursuant to Section 3.3(b). (ii) The City will identify more specifically the nature, location and. costs of the Minimum Improvements and Public Improvements and procure available and necessary public financial assistance. (Hi) The City will, to the extent possible, structure funding for the Public Improvements to be exempt from public bidding requirements. (iv) The City will prepare applicati~ns for grants and other funding that the City and Developer agree should be sought in connection with the development of the Minimum Improvements and construction of the Public Improvements. (v) The City will analyze the feasibility of creating the Tax Increment Districts as redevelopment tax increment districts, as defined in the Tax Increment Act, including the schedule for creating the Tax Increment Districts. (vi) If applicable, the City will, subject to legal limitation, endeavor to create the Tax Increment Districts. (vii) If applicable, the City will take all actions necessary to issue the Note or Notes for each Sub-Phase of the applicable Phase. 14 (c) Construction Planning Activities: (i) The City will analyze and respond to the information provided to the City by the Developer pursuant to Section 3.3(c). (ii) The City will either approve or provide comments regarding Construction Plans proposed by Developer in accordance with Section 4.2. Section 3.5. Conditions Precedent to City's Initiation of Eminent Domain Action. The City's obligation to initiate a proceeding to acquire a Parcel of the Acquisition Property through the use of its powers of eminent domain shall be subject to satisfaction, or waiver in writing by the City, of all of the following conditions precedent: (a) The Developer not being in default under the terms of this Agreement; (b) The City having determined, in its sole discretion and based on documentation acceptable to the City, that the Developer has used its best efforts to acquire the Parcel for a reasonable price and has been unable to do so; (c) The Developer having completed to the satisfaction of the City all of the activities detailed in section 3.3 with respect to the Phase or Sub-Phase to be constructed on the Parcel; (d) The Developer having provided a firm commitment for financing, acceptable to the City, sufficient to pay all costs of acquiring the Parcel and constructing Public Improvements or the relevant Phase or Sub-Phase of the Minimum Improvements and all related costs; ( e) The City and its consultants having undertaken a final feasibility analysis of the Developer's proposed Phase or Sub-Phase and determined, to the City's satisfaction, that the development is financially feasible, which analysis will be for the benefit of the City only and neither the Developer nor any third party shall be entitled to rely thereon; (t) The Developer and City having reached agreement on the terms under which the City will undertake the eminent domain action, including, without limitation, the deposits and other security to be provided to the City to cover the City's costs of acquisition and related relocation costs and such deposits and security having been provided; (g) The City having held the public hearing described in Section 3.4 and following such public hearing having determined to initiate an action to acquire the Parcel using its powers of eminent domain; (h) The City having adopted a resolution authorizing and directing the commencement of proceedings to acquire the Parcel; and (i) The Developer having provided to the City evidence, in a form approved by the City, demonstrating that the Developer has acquired marketable title to all other Parcels of the Acquisition Property necessary to construct the Phase or Sub-Phase or Public Improvements to be constructed on the Parcel. 15 - ----------- --- ~ ~------ ---- -- The City believes that it has the legal authority to acquire the Parcels comprising the Acquisition Property that are necessary to construct the Public Improvements but makes no warranties or guaranties to the Developer that it will be able to do so. The Developer acknowledges that the City does not warrant the successful conclusion of any eminent domain action or vacation procedures or the accomplishment of any particular result or timetable because of the many variables inherent in any litigation or legal proceeding. The City shall not be liable to any party for any consequential or other damages that may arise out of any delays due to eminent domain actions, vacation prpcedures, environmental conditions, court challenges or elements outside the control of the City. Once the eminent domain action has been initiated, the City agrees to diligently pursue the same to completion. Section 3.6. Conveyance of Parcels. (a) If the City acquires a Parcel of the Acquisition Property that is to be conveyed to the Developer, the City will convey such property to the Developer, subject to the terms and conditions of this Agreement. (h) In consideration of the Developer's payment of the costs of acquiring the Parcel, no additional payment will be required of the Developer to acquire the Parcel. (c) The City shall convey title to and possession of the Parcel to the Developer .under a standard quit claim deed (the "Deed") containing the reversionary clause described in Section 9.3 of this Agreement. The conveyance of the Parcel and the Developer's use of the Parcel shall be subject to all of the conditions, covenants, restrictions and limitations imposed by this Agreement and the Deed. The conveyance of title to the Parcel and the Developer's use of the Parcel shall also be subject to Permitted Encumbrances and building and zoning laws and ordinances and all other local, state and federal laws and regulations. (d) The City's obligation to convey a Parcel, or any portion thereof, to the Developer shall be subject to satisfaction of all of the following conditions precedent: (i) the Developer shall not be in default under any term of this Agreement; (ii) the Developer shall have obtained firm commitments, acceptable to the City, to finance the construction of the Phase or Sub-Phase of the Minimum Improvements to be constructed on the Parcel to be conveyed; (iii) the Developer shall have submitted and the City and City shall have approved all building plans for the Phase or Sub-Phase and the Developer shall have obtained any other governmental approvals necessary to allow the construction and operation of the Phase or Sub-Phase; and (iv) the Developer and the City shall have agreed on a schedule for the construction of the Phase or Sub-Phase. 16 - ---------- --- ---- ----------- --- -------- ( e) The City shall execute and deliver to the Developer the Deed on the later of: (i) seven (7) days after all of the conditions contained in subsection 3.6(d) have been satisfied; or (ll) on such other date as the City and the Developer shall agree in writing. (f) The Deed shall be promptly recorded by or on behalf of the Developer. The Developer shall pay all recording costs, including State deed tax, and all other closing costs related to the City's conveyance of the Parcel. Section 3.7. Schedule of Phases and Sub-Phases. The City selected the Developer to be the developer of the Project Area as contemplated in the Master Plan because of the Developer's experience in undertaking mixed use redevelopment projects. The Developer's ability to construct the Phases is subject to a variety of factors including market and financing conditions, reaching agreement with the City on financial assistance, determining the feasibility of the Public Improvements relating to the Phases and other matters. However, the Developer has arrived at anticipated commencement dates for the various Phase and Sub-Phases, which dates are contained on Schedule I hereto. Subject to Section 3.2(d), the Developer commits to construct Phase I in accordance with the schedule set forth on Schedule I. Section 3.8. Reimbursement for Public Development Costs. (a) The City and Developer acknowledge and agree that the redevelopment of the Project Area through the development of the Minimum Improvements is not financially feasible without the provision of financial assistance to offset the extraordinary costs associated with the redevelopment of land occupied by buildings that will have to be demolished. Therefore, the City is willing to use Available Tax Increment to reimburse the Developer on a "pay as you go" basis for certain costs of the development. Such costs are referred to herein as the "Public Development Costs" and are generally described on Schedule D to this Agreement. Attached to this Agreement as Schedule E are the parties' current estimates of the amount of reimbursements that will be necessary for each Phase. Estimates of the sources and uses of funds relating to each of the Sub-Phases of Phase I are set forth on Schedule C-I. However, such estimates are preliminary and are subject to change as the plans for the Phases and Sub-Phases become more refined. Prior to the commencement of any Phase or Sub-Phase the City and the Developer will have to agree, as a condition precedent to proceeding with the Phase or Sub-Phase, on the actual amount of costs to be reimbursed using Available Tax Increment for the Phase or Sub-Phase. (b) The Developer shall be solely responsible for all aspects of constructing the Minimum Improvements. The City's reimbursement of the Developer for the Public Development Costs shall be accomplished through the City's issuance and delivery of the Notes to the Developer. It is anticipated that the City will issue a Note for each Sub-Phase of the Minimum Improvements to reimburse the Developer for the Public Development Costs associated with the Sub-Phase. The Note for each Sub-Phase will be issued upon commencement of construction of the Sub-Phase but no payments will be payable with respect to the Note and no interest shall accrue with respect to the principal amount of the Note until the City has been furnished documentation acceptable to the City showing that the Developer has incurred Public Development Costs associated with that Sub-Phase equal to or exceeding the principal amount of the Note. 17 - -- --------- -- -- ----- -- -~ --- ---- -~-- (c) The City's reimbursement of the Developer for the Public Development Costs shall be through the issuarice of the Notes which shall occur at the times stated in subsection (b) above. The Notes shall be substantially in the form of the Note attached to this Agreement as Schedule F, with all blanks properly filled in. Each Note shall be dated as of the date of its issuance and shall be payable together with simple non-compounding interest at a rate to be negotiated by the City and Developer prior to commencement of the Sub-Phase for which the Note is issued from the date of the issuance of the Note until the Note is paid in full or terminated. Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day months. Section 3.9. City Rights to Acquire Acquisition Property from Developer. In the event that the Developer secures title to a Parcel of the Development Property or secures the right to acquire the Parcel but does not proceed with the Phase or Sub-Phase to be constructed on the Parcel, the City shall have the right to purchase the Developer's interest in the Parcel. The purchase price to be paid by the City to. acquire a Parcel shall be the amount paid by the Developer to acquire its interest in the Parcel plus the Developer's reasonable out of pocket costs incurred in acquiring the Parcel. Within sixty (60) days after the date hereof the City and Developer shall enter into an agreement further documenting the understanding of the parties in this section. Section 3.10. City Costs. In order to permit the Developer to proceed with its proposed development of the Minimum Improvements the City will be required to incur certain substantial out of pocket expenditures. It will be necessary for the City to cause to be prepared an environmental assessment worksheet and an engineering survey of the infrastructure serving the Development Property. The Developer agrees that it will pay the cost of ' the environmental assessment worksheet. The City will pay the cost of the infrastructure survey. It is possible that additional items of substantial costs will be required for future Phases of the Minimum Improvements. In that event the City and Developer will discuss which party will be responsible for payment of such costs and the source of financing for such payments. 18 ARTICLE IV CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 4.1. Construction and Operation of Minimum Improvements. The Developer agrees that it will construct the Minimum Improvements on the Development Property in accordance with the approved Construction Plans, together. with any changes approved by the City and any changes not requiring the Authority's approval, and at all times prior to the Termination Date will operate and maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Section 4.2. Construction Plans. As provided in Section 3.3(d), prior to commencement of any Phase or Sub-Phase, the Developer shall cause to be provided to the City Construction Plans for the Phase or Sub-Phase, which shall be subject to approval by the City as provided in this Section 4.2. Construction Plans for Phase I will be submitted by the times set forth on Schedule I hereto. The Construction Plans shall provide for the Phase or Sub-Phase to be constructed on the Development Property, and shall be in conformity with this Agreement, and all applicable state and local laws and regulations. The City shall approve the Construction Plans in writing if: (a) the Construction Plans conform to the terms and conditions of this Agreement; (b) the Construction Plans are consistent with the Master Plan; (c) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (d) the Construction Plans are adequate for purposes of this Agreement to provide for the construction of the Minimum Improvements; (e) the Construction Plans will result in improvements of such nature and quality as the City determines will justify the City's assistance contemplated by this Agreement and ( e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Construction Plans pursuant to this Section 4.2 shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the City with respect to any building, zoning or other ordinances or regulation of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Construction Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. The Construction Plans must be rejected in writing by the City within thirty (30) days of submission or shall be deemed to have been approved by the City. If the City rejects the Construction Plans in whole or in part, the Developer shall submit new or corrected Construction Plans within thirty (30) days after receipt by the Developer of written notification of the rejection, accompanied by a written statement of the City specifying the respects in which the Construction Plans submitted by the Developer fail to conform to the requirements of this Section 4.2. The provisions of this Section 4.2 relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City; provided, however, that in any event the Developer shall submit Construction Plans which are approved by the City prior to commencement of construction of the Minimum Improvements. Approval of the Construction Plans by the City shall not relieve 19 the Developer of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Construction Plans by the City be deemed to constitute a waiver of any Event of Default. If the Developer desires to make any material change in the. Construction Plans after their approval by the City, the Developer shall submit the proposed change to the City for its approval. If the Construction Plans, as modified by the proposed change, conform to the approval criteria listed in this Section 4.2 with respect to the original Construction Plans and do not constitute a material modification to the. appearance, quality, scope, size or use of the respective Phase or Sub-Phase or to the site plan therefore, the City shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the City unless rejected in writing within ten (10) days by the City with a statement of the City's reasons for such rejection. Approval of Construction Plans hereunder is solely for purposes of this Agreement and shall not constitute approval for any other City purpose. Section 4.3. Timinll of Construction. The timing of construction of each Phase or Sub- Phase of the Minimum Improvements shall, subject to Unavoidable Delays, occur in accordance with a schedule agreed upon by the City and Developer prior to the Developer's commencement of the Phase or Sub-Phase. The construction of Phase I will occur in accordance with the Schedule set forth on Schedule I. The currently anticipated commencement dates for the remainder of the Phases and Sub-Phases are set forth on Schedule I hereto. ARTICLE V INSURANCE Section 5.1. Insurance. (a) The Developer will provide and maintain or cause to be maintained at all times during the process of constructing each Phase and Sub-Phase (and, from time to time at the request of the City, furnish the City with certificates of insurance 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 Phase or Sub-Phase at the date of completion, and with coverage available on the so-called "all risk" form of policy; (ii) Commercial general liability insurance (including operations, premises, "X.C.U." where applicable, Products/Completed Operations, Contractual Liability, Broad Form Property Damage and Independent Contractors with limits against bodily injury and property damage of not less than $1,000,000, together with excess umbrella limits of not less than $5,000,000; 20 (iii) Automobile . liability insurance including coverage for Hired Car and Non-Owned automobile liability with coverage limits of not less than $1,000,000 combined single limit for bodily injury and property damage.. (iv) Worker's compensation insurance, with statutory coverage. (b) All insurance required in this Article VI shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of the State to assume the risks covered thereby. The Developer shall deposit annually with the City a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article VI, each policy shall COl!tain a provision that the insurer shall not cancel or materially modify it without giving written notice to the Developer and the City at least thirty (30) days before the cancellation or modification becomes effective. As soon as reasonably possible, the Developer shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy conforming to the provisions of this Article VI, or that there is no necessity therefore under the terms hereof. In lieu of separate policies, the Developer may maintain a single policy, or blanket or umbrella policies, or a combination thereof, which provide the total coverage required herein, in which event the Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (c) Developer shall require that all contractors and subcontractors maintain insurance that conforms to the requirements of this Article. ARTICLE VI TAXES, TAX INCREMENT Section 6.1. Real Property Taxes. The Developer shall prior to the Termination Date pay when due and prior to the imposition of penalty all real property taxes payable with respect to all parts of the Development Property acquired and owned by it subsequent to the date of its acquisition of title to the Development Property (or part thereof) and until title to the property is vested in another person. Section 6.2. Creation of Tax Increment Districts. (a) The City intends to create a series of Tax Increment Districts to provide a source of funds to finance the reimbursement of the Developer for its payment of the Public Development Costs. The City has preliminarily analyzed the legal feasibility of creating the Tax Increment Districts and believes that it will be possible to do so. The timing of the creation of the Tax Increment Districts will be agreed upon by the City and the Developer. The City agrees that it will retain consultants to assist it in the creation of the Tax Increment Districts, including the preparation of tax increment financing plans. Under the Tax Increment Act, the City may not approve the creation of any Tax Increment District until it has held a public hearing on the matter. Therefore, the City can not warrant that the Tax Increment Districts will be created. (b) During the process of creating each Tax Increment District, the City will use its 21 best efforts to comply with all statutory requirements. The City. will also provide the Developer an opportunity to review all documentation relative to the creation of the Tax. Increment District so that the Developer can make its own informed determination as to whether the Tax Increment District complies with applicable law. The City does not intend to warrant to Developer that the Tax Increment Districts comply with applicable law. In the event of a challenge to the validity of any Tax Increment District or any action that otherwise seeks to prevent or delay the Developer's proposed development, the Developer and the City will discuss their options and formulate a course of action. ARTICLE VII MORTGAGE FINANCING Section 7.1. Limitation Upon Encumbrance of Propertv. Prior to the completion of a Phase or Sub-Phase of the Minimum Improvements, as determined by the City, neither the Developer nor any successor in interest to the Parcel of the Development Property on which the Phase or Sub-Phase will be built, or any part thereof, shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Development Property, other than Permitted Encumbrances, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Development Property, other than Permitted Encumbrances, except: (a) for the purposes of obtaining funds only to the extent necessary for the acquisition of the Development Property and making the Minimum Improvements (including, but not limited to, labor and materials, equipment, professional fees, real estate taxes, construction interest, organization and other indirect costs of development, costs of constructing the Minimum Improvements, an allowance for contingencies, costs of issuance of any Note issued to fund construction or acquisition of the respective Phase or Sub-Phase, amounts required to fund any Note reserves relating to construction or acquisition of the Phase or Sub-Phase, and amounts required to fund any required escrow accounts); and (b) only upon the prior written approval of the City in accordance with Sections 7.1 and 7.2, which approval shall not be unreasonably withheld or delayed. Section 7.2. Approval of Mortgage. The City shall approve a Mortgage if: (a) the City first receives a copy of all mortgage documents; (b) the mortgage loan, together with other funds available to the Developer, will, in the reasonable judgment of the City, be sufficient to construct the subject Phase or Sub-Phase of the Minimum Improvements; and ( c) the City is not entitled under Section 9.2 to exercise any of the remedies set forth therein as a result of an Event of Default. Section 7.3. Modification for the Benefit of Mortgagees. (b) In order to facilitate the obtaining of financ~ for the construction of the Minimum Improvements, the City agrees 22 that it will consider reasonable modifications of this Article VII or Article V, intercreditor agreement or waiver of its rights hereunder to accommodate the interests of the holder of a Mortgage, provided, however, that the City determines, in its reasonable judgment, that any such modification(s) will adequately protect the legitimate interests and security of the City under this Agreement. The City agrees that it will subordinate its reversionary rights under the Deed to the lien of a Mortgage granted to secure financing for the Minimum Improvements. ARTICLE vm PROHIBmONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNmCATION Section 8.1. Transfer of Substantially all Assets. As security for the obligations. of the Developer under this Agreement, the Developer represents and agrees that prior to the Termination Date, the Developer will not dispose of all or substantially all of its assets; provided that the Developer may sell or otherwise transfer to any Person all or substantially all of its assets and thereafter be discharged from liability hereunder (except as otherwise provided under clause (ii)(B) below) if (i) the transferee Person assumes in writing all of the obligations of the Developer under this Agreement; and (ii) the City receives either (A) such new security from the successor Developer to assure completion of the respective Project as the City reasonably deems necessary or desirable, or (B) such evidence as the City shall reasonably require, including an opinion of counsel, that the existing obligations of the Developer under this Agreement will remain in effect and will be enforceable against the existing Developer upon a default by the successor Developer. Section 8.2. Prohibition Against Transfer of Property and Assignment of Agreernent. The Developer represents and agrees that prior to the Termination Date: (a) 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 Development Property, or any part thereof, to perform its obligations with respect to acquiring the Development Property and making the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease (other than in the normal course of business), or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City. (b) The City shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer. 23 (ll) Any proposed transferee, .by instrument in writing satisfactory to the City and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all .of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject (unless the Developer agrees to continue to fulfill those obligations, in which case the preceding provisions of this Section 8.2(b)(ll) shall not apply); provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or .so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the City) deprive the City of any rights or remedies or controls with respect to the Development Property or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the City of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Minimum Improvements that the City would have had, had there been no such transfer or change. In the absence of specific written agreement by the City to the contrary, no such transfer or approval by the City thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of its obligations with respect thereto. (iii) There shall be submitted to the City for review and prior written approval all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Development Property governed by this Article VIII. Section 8.3. Release and Indemnification Covenants. (a) Except for any willful misrepresentation or any grossly negligent act or omission, willful or wanton misconduct or any unlawful act of the City Indemnified Parties (defined below), the Developer releases the City and the governing body members, officers, agents, servants and employees thereof (the "City Indemnified Parties") from, covenants and agrees that . the City Indemnified Parties shall not be liable for, and agrees to indemnify and hold harmless the City Indemnified Parties 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 Minimum Improvements. (b) Except for any willful misrepresentation or any grossly negligent act, willful or wanton misconduct or any unlawful act of the indemnified parties, the Developer agrees to protect and defend the City Indemnified Parties, now or forever, and further agrees to hold the 24 L__________ City Indemnified Parties harmless, from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising (i) from any violation of any agreement or condition of this Agreement by the Developer (except with respect to any suit, action, demand or other proceeding brought by the Developer against the City to enforce its rights under this Agreement) or (ii) the acquisition, construction, installation, ownership, and operation of the Minimum Improvements by the Developer; (c) Except for any willful misrepresentation or any grossly negligent act or omission, willful or wanton misconduct or any unlawful act of the Developer, the City releases the Developer from, covenants and agrees that the Developer shall not be . liable for, and agrees to indemnify and hold harmless the Developer 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 Public Improvements. (d) Except for any willful misrepresentation or any grossly negligent act, willful or wanton misconduct or any unlawful act of the Developer, the City agrees to protect and defend the Developer, now or forever, and further agrees to hold the Developer harmless, from any claim, demand, suit, action or other proceeding whatsoever by any person or entity (except for claims relating to the obligation to pay the cost of the Public Development Costs as provided in this Agreement and in subsequent Phase or Sub-Phase agreements between the City and Developer) whatsoever arising or purportedly arising (i) from any violation of any agreement or condition of this Agreement by the City (except with respect to any suit, action, demand or other proceeding brought by the City against the Developer to enforce its rights under this Agreement) or (ii) the construction and operation of Public Improvements by the City. (e) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City, respectively, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. (f) Without limiting any other provision of this Agreement, the Developer hereby agrees to protect and defend the City and the governing body members, officers, agents, servants and employees thereof, now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever for relocation benefits or assistance under State or federal law as a result of the Developer's activities under this Agreement. Section 8.4. Approvals. Notwithstanding Sections 8.1 and 8.2, any approval of a transfer of interest in the Developer, this Agreement, or all or a part of the Development Property required to be given by the City under this Article VIII may be denied only in the event that the City reasonably determines that the ability of the Developer to perform its obligations under this Agreement and its obligation, to pay ad valorem real property taxes assessed with respect to the Development Property, or the overall financial security provided to the City under the terms of this Agreement, or the likelihood of the Minimum Improvements being successfully constructed and operated and maintained pursuant to the terms of this Agreement, will be materially impaired by the action for which approval is sought. 25 ARTICLE IX EVENTS OF DEFAULT Section 9.1. Developer Events of Default Defined. Anyone or more of the following shall be an "Event of Default" under this Agreement: (a) Failure by the Developer to timely pay pursuant to Article VI all ad valorem real property taxes assessed with respect to the Development Property. (b) Failure by the Developer to cause the construction of the Minimum Improvements to be commenced and completed pursuant to the terms, conditions and limitations of Article N. (c) Failure by the Developer to cause the Minimum Improvements to be reconstructed when required pursuant to Article V. (d) Transfer of any interest in the Developer or the Project in violation of the provisions of Article VITI. (e) Failure by the Developer to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. (f) The Holder of any Mortgage on the Development Property, or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable Mortgage documents. (g) The Developer shall (A) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or (B) make an assignment for the benefit of its creditors; or (C) be adjudicated a bankrupt; or if a petition or answer proposing the adjuration of the Developer, as a bankrupt or its reorganization 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 ninety (90) days after the filing thereof; . or a receiver, trustee or liquidator of the Developer, or of the Project, or part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within ninety (90) days after such appointed, or if the Developer, shall consent to or acquiesce in such appointment. . 26 '- Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 occurs and is continuing, the City may immediately suspend its performance under this Agreement and may take anyone or more of the following actions after (except in the case of an Event of Default under subsections (a) or (g) of Section 9.1) the giving of thirty (30) days' written notice to the Developer of the Event of Default by the City, but only if the Event of Default has not been cured within said thirty (30) days, or if the Event of Default cannot be cured within thirty (30) days and the Developer does not provide assurances to the City reasonably satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. (a) The City may terminate this Agreement. (b ) The City may draw upon any guarantee or security provided to the City pursuant to any of the temis of this Agreement according to its terms. . (c) The City may take any 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 of the Developer under this Agreement. After completion of a Phase or Sub-Phase the City may not exercise any remedy with respect to such Phase or Sub-Phase as a result of a Developer Event of Default arising with respect to a subsequent Phase or Sub-Phase. Section 9.3. Revesting Title in City. In the event that subsequent to conveyance of a Parcel of the Development Property or any part thereof to the Developer and prior to completion of construction of the Sub-Phase to be constructed on the Parcel there occurs a Developer Event of Default, then the City shall have the right to re-enter and take possession of the Parcel and to terminate (and revest in the City) the estate conveyed in the Parcel to the Developer, it being the intent of this provision, together with other provisions of this Agreement, that the conveyance of the Parcel to the Developer shall be made upon a condition subsequent to the effect that in the event of any default on the part of the Developer and failure on the part of the Developer to remedy, end, or abrogate such default within the period and in the manner stated in such subdivisions, the City at its option may declare a termination in favor of the City of the title, and of all the rights and interests in and to the Parcel conveyed to the Developer, and that such title and all rights and interests of the Developer, and any assigns or successors in interest to and in the Parcel, shall revert to the City, but only if the Event of Default has not been cured within the time periods stated in Section 9.2, or if the events cannot be cured within such time periods, the Developer does not provide assurances to the Authority, reasonably satisfactory to the Authority, that the events will be cured and will be cured as soon as reasonably possible. Section 9.4. Resale of Reacquired Property: Disposition of Proceeds. Upon the revesting in the City of title to a Parcel or any part thereof as provided in Section 9.3, the City shall use its best efforts to resell the Parcel or part thereof as soon and in such manner as the City shall find feasible and consistent with the objectives of such law and of the Project Plan to a qualified and responsible party or parties (as determined by the City) who will assume the obligation of making or completing the Sub-Phase on the Parcel or such other improvements in their stead as 27 ~ ----- -c--------------,--______ __ _~ _______ ____________ _~________,______. _____ shall be satisfactory to the City and in accordance with the uses specified for such Parcel or part thereof in the Project Plan. Upon such resale of the Parcel, the proceeds thereof shall be applied: (a) First, to reimburse the City, on its own behalf or on behalf of the City, for the City's investment in the Parcel, and for all costs and expenses incurred by the City, including but not limited to salaries of personnel, in connection with the recapture, management, and resale of the Parcel or part thereof (but less any income derived by the CitY from the property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Parcel or part thereof (or, in the event the Parcel is exempt from taxation or assessment or such charge during the period of ownership thereof by the City, an amount, if paid, equal to such taxes, assessments, or charges (as determined by the City assessing official) as would have been payable if the Redevelopment Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Parcel or part thereof at the time of revesting of title thereto in the City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Sub-Phase or any part thereof on the Parcel or part thereof; and any amounts otherwise owing the City by the Developer and its successor or transferee; and (b) Second, to reimburse the Developer, its assigns or transferees, up to the amount equal to the sum of the purchase price paid by it for the Parcel (or allocable to the part thereof) and the cash actually invested by it in making any of the Sub-Phase on the Parcel or part thereof. Any balance remaining after such reimbursements shall be the property of the City. Section 9.5. City Events of Default and Developer Remedies. (a) City Events of Default. Anyone or more of the following shall be an "Event of Default" by the City under this Agreement: (i) Subject to Unavoidable Delays, failure by the City to cause the construction of the Public Improvements to be commenced and completed pursuant to the terms, conditions and limitations of this Agreement. (ii) Subject to Unavoidable Delays, failure by the City to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. (b) Develoner Remedies on City Default. Whenever any Event of Default by the City referred to in this Section 9.3 occurs and is continuing, the Developer may immediately suspend its performance under this Agreement and may take anyone or more of the following actions after the giving of one hundred eighty (180) days' written notice to the City of the Event of Default by the Developer, but only if the Event of Default cannot be cured within said one hundred eighty (180) days, or if the Event of Default cannot be cured within one hundred eighty 28 --------~------ ------ ------ ---~----- -- ---------------- (180) days and the City does not provide assurances to the Developer reasonably satisfactory to the Developer that the Event of Default will be cured as soon as reasonably possible. (i) The Developer may terminate this Agreement. (ii) The Developer may draw upon any guarantee or security provided to the Developer pursuant to any of the terms of this Agreement according to its terms. (iii) The Developer may take any 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 of the City under this Agreement. J Section 9.6. No Remedy Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 9.7. No Implied Waiver. In the event any agreement contained in this Agreement should.be breached by any party and thereafter waived by any 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 9.8. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of Default occurs and a non-defaulting party shall employ attorneys or incur other reasonable expenses for enforcing its rights or performance or observance of any obligation or agreement herein contained, the defaulting party agrees that it shall, on demand therefore, pay to the non- defaulting party the reasonable fees of such attorneys and such other reasonable expenses so incurred by the non-defaulting party. ARTICLE X ADDffiONAL PROVISIONS Section. 10.1. (Intentionally Omitted.) Section 10.2. Conflicts of Interest. No member of the governing body or other official of the City shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Minimum Improvements, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests' of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, 29 --- --- - -- --- - --~------~ - - --- ----- - -- -- ----------~- ------------~----~---~------------ official or employee of the City shall be personally liable to the DeveloPer in the event of any default or breach by the City under the terms 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 this Agreement by any party to any 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: Centerville Mainstreet, LLC Attention: Ronald G. Mehl 750 2nd Street NE - Suite 100 Hopkins, Minnesota 55343 with a copy to: Lindquist & Vennum P.L.L.P. Attention: Laura Krenz 4200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 (b) in the case of the City, is addressed to or delivered personally to the City at: City of Centerville - City Hall Attention: Dallas Larson 1880 Main Street Centerville, MN 55038-9794 with a copy to: City of Centerville - City Hall Attention: John Meyer 1880 Main Street Centerville, MN 55038-9794 with a copy to: Smith & Glaser, L.L.C. Attention: Kurt B. Glaser 510 1 st Ave N. - Suite 610 Minneapolis, MN 55403 30 ---~-- - -- - --------~---- ----------,------- ---~-- ---------- ------- --- - ---------- (c) in the case of the holder of the First Mortgage, is addressed or delivered personally to the address supplied; or at such other address with respect to any 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. Counterparts. lIDs Agreement may be executed m any number of counterparts, each of which shall constitute one and the same instrument. Section 10.6. Modification. If the Developer is requested by the holder of a Mortgage or by a prosPective holder of a prospective Mortgage to amend or supplement this Agreement in any manner whatsoever, the City will, in good faith, cOnsider the request with a view to granting the same unless the City, in their reasonable judgment, conclude that such modification is not in the public interest, or will significantly and undesirably weaken the financial security provided to the interests of the City. Section 10.7. Law Governing. lIDs Agreement will be governed and construed in accordance with the laws of the State. Section 10.8. City Approvals. Any approval, execution of documents, or other action to be taken by the City pursuant to this Agreement, for the purpose of carrying out the terms of this Agreement or for the purpose of determining sufficient performance by Developer under this Agreement, may be made, executed or taken by the Mayor and Administrator of the City without further approval by the City Council. The Mayor and Administrator of the City may, but shall not be required to, consult with other City staff with resPect to such matters. Section 10.9. Rule of Construction. The parties agree that this Agreement is not intended, nor shall it be construed, as a joint venture or other partnership between the City and the Developer or as empowering the Developer to act as an agent of the City, it being the intent of the parties that the Developer is at all times acting as an independent contractor and not as a partner or agent of the City. 31 IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and on its. behalf and its seal to be hereunto duly affixed, the City has caused this Agreement to be duly executed in its name and on its behalf, and the Developer has caused this Agreement to be duly executed in its name and on its behalf, on or as of the date :first above written. CITY OF CENTERVILLE By: Its: Mayor By: Its: City Administrator (SEAL) CENTERVILLE MAINSTREET, LLC By: Its: This is a signature page to the Development Agreement between the City of Centerville and Centervi11e Mainstreet, LLC. 32 SCHEDULE A-I The Development Property: Property List ANOKA COUNfYPID# OWNER ADDRESS CITY, STATE & ZIP 233122210022 IND SCHOOL DISTRICT #12 4707 NORTH RD CIRCLE PINES MN 55014-0000 233122210023 IND SCHOOL DISTRICT # 12 NO ADDRESS CIRCLE PINES MN 55014-0000 233122210024 MAGILL PROPERTIES INC 7709 20'IH AVE N LINO LAKES MN 55038-??oo 233122210025 STEFFEL PAUL H 1709 MAIN ST CENTERVILLE MN 55038-0000 233122210028 UNDERWOOD SCOTT 2II BIRCH ST WlllTE BEAR LAKE MN 55110 233122210051 SCHEmLAUER PAMELA R 1737 MAIN ST HUGO MN 55038-0000 HELMBRECHT JERRY T & MARY 233122210052 10 1745 MAIN ST CENTERVILLE MN 55038-0000 233122210055 OPP DONALD W & MYRNA D 1554 HOLLY DR HUGO MN 55038-0000 233122210056 GNADKE RANDY J & HEIDI F 1751 MAIN ST CENTERVILLE MN 55038-0000 233122220004 SHEPPARD ROBERT & SUSAN 1695 MAIN ST HUGO MN 55038-0000 233122220005 SHEERAN ROBERT B 1691 MAIN ST CENTERVILLE MN 55038-0000 233122220008 BRlLOWSKI MARK G & WENDY K 7124 MAIN ST CENTERVILLE MN 55038-0000 233122220009 ANOKA COUNfY OF 325 E MAIN ST ANOKA MN 55303-0000 233122220010 COUNfY OF ANOKA 325 E MAIN ST ANOKA MN 55303-0000 23312222001 I ANOKA COUNfY OF 325E MAIN ST ANOKA MN 55303-0000 233122220015 CAMP PATRICIA R 7121 CENTERVILLE RD CENTERVILLE MN 55038-0000 233122220016 CAMP-BARON PATRICIA R 7121 CENTERVILLE RD CENTERVILLE MN 55038-0000 233122230005 CENfERVILLE CITY OF 1694 SOREL ST CENTERVILLE MN 55038-0000 233122230006 CENfERVILLE CITY OF 1694 SOREL ST CENTERVILLE MN 55038-0000 233122230008 CENfERVILLE CITY OF 1880 MAIN ST CENTERVILLE MN 55038-0000 233122230009 CENfERVILLE CITY OF 1694 SOREL ST CENTERVILLE MN 55038-0000 233122230010 CENfERVILLE CITY OF 1880 MAIN ST CENTERVILLE MN 55038-0000 233122230011 MARSHALL ERICK 1580 SOREL ST . .. CENTERVILLE M.N 55038-0000 233122230012 EDBERG REBECCA A 1680 SOREL ST CENTERVILLE MN 55038-0000 233122230013 BURKE PAUL 1683 LAKELAND CIRCLE CENTERVILLE MN 55038-0000 233122230014 CENfERVILLE CITY OF 1694 SOREL ST CENTERVILLE MN 55038-0000 233122230015 David KilIan 1695 SOREL ST CENTERVILLE MN 55038-0000 233122230016 LINDSAY JULIE A 1687 SOREL ST CENTERVILLE MN 55038-0000 233122230017 M & M ENDEAVORS LLC 21195 IVERSON AVEN FOREST LAKE MN 55025-0000 233122230018 KNABE ROBERT C PO BOX 304 HUGO MN55038-0304 233122230019 M & M ENDEAVORS LLC 21195 IVERSON AVE N FOREST LAKE MN 55025-0000 233122230021 CARPENTER COLLEEN 6885 20'IH AVE S CENTERVILLE MN 55038-0000 233 I 22230022 CARPENTER COLLEEN 6885 20'IH AVES CENTERVILLE MN 55038-0000 233122230023 CHURCH OF ST GENEVIEVE 7087 GOIFFON ST CENTERVILLE MN 55014-0000 233122230046 DESPEN PETER M 1688 HERITAGE ST CENTERVILLE MN 55038-0000 233122230047 BROWN DAVID 7045 CENTERVILLE RD CENTERVILLE MN 55038-0000 233122230048 HIGHLAND CHRISTINE 1680 HERITAGE ST CENTERVILLE MN 55038-0000 233122240038 GAlNSLEY MARGARET 1724 HERITAGE ST CENTERVILLE MN 55038-0000 233122240004 BUSSE RICHARD 0 JR 1748 HERITAGE ST HUGO MN 55038-0000 233122240005 HENSEL LEO W & MARGARET M 1744 HERITAGE ST CENTERVILLE MN 55038-0000 A-I ANOKA COUNTYPID# OWNER ADDRESS CITY, STATE & ZIP I 233122240009 FERWERDA JONAlHAN M 1716 HERITAGE ST CENTERVILLE MN 55038-0000 233122240010 RIVARD HAROLD L & ANGELA M 7046 CENTERVILLE RD HUGO MN 55038-0000 233122240038 GAINSLEY MARGARET 1724 HERITAGE ST CENTERVILLE MN 55038-0000 233122240039 GAINSLEY MARGARET 1724 HERITAGE ST CENTERVILLE MN 55038-0000 . 233122240012 NEISIUS mOMAS J 7048 PROGRESS RD HUGO MN 55038-0000 233122240013 MCKAY CURTIS L & RHONDA J 1749 HERITAGE ST CENTERVILLE MN 55038-0000 MORAVEC GARY M & MICHELLE 233122240014 A 1745 HERITAGE ST HUGO MN 55038-0000 ANDERSON MARGARET A & PAUL 233122240015 A 7072 PROGRESS RD CENTERVILLE MN 55038-0000 ANDERSON PAUL A& MARGARET 233122240016 A 7072 PROGRESS RD HUGO MN 55038-0000 233122240025 MONTAIN PAUL 6510 CENTERVILLE ROAD CENTERVILLE MN 55038-0000 233122240026 RIVARD MARCEL H 7026 CENTERVILLE RD #103 CENTERVILLE MN 55038-0000 233122240027 NQBLE WELDING 7075 21ST AVE SO CENTERVILLE MN 55038-0000 233122240028 WJB ENTERPRISES INC 7098 CENTERVILLE RD CENTERVILLE MN 55038-0000 233122240029 WJB ENTERPRISES INC 7098 CENTERVILLE RD CENTERVILLE MN 55038-0000 233122240030 BISEK WILLIAM J 7098 CENTERVILLE RD CENTERVILLE MN 55038-0000 233122240040 MONTAIN PAUL D 6510 CENTERVILLE ROAD HUGO MN 55038-0000 233122240041 MONTAIN PAUL D 7082 CENTERVILLE RD CENTERVILLE MN 55038-0000 233122240031 GOETZGINAM 1721 HERITAGE ST CENTERVILLE MN 55038-0000 233122240032 KINNING RICHARD W 7059 PROGRESS RD HUGO MN 55038-0000 233122240033 KING STEVEN D & DONNA K 1724 SOREL ST HUGO MN 55038-0000 . 233122240034 FISHER DAVID D 7072 CENTERVILLE RD HUGO MN 55038-0000 , 233122240035 SMI1H JAMES H 1629 PELTIER LAKE DR HUGO MN 55038-0000 233122240036 BELDEN JOHN C & JULIANNE M 7056 CENTERVILLE RD HUGO MN 55038-0000 233122240043 PIERSIAK mOMAS R 7096 PROGRESS RD CENTERVILLE MN 55038-0000 233122240044 HILLMAN M R & REHBEIN C J 7086 PROGRESS RD CENTERVILLE MN 55038-0000 SUGDEN CHRISTOPHER & 233122240045 JENNIFER 7082 PROGRESS RD CENTERVILLE MN 55038-0000 233122240134 MILLS MYRA G 1744 MAIN ST CENTERVILLE MN 55038-0000 233122240020 MENSCH MARY 1742 MAIN ST CENTERVILLE MN 55038-0000 233122240021 MAROIS JON 1740 MAIN ST CENTERVILLE MN 55038-0000 233122220003 LALONDE WILLIAMS 1687 WESTVIEW ST CENTERVILLE MN 55038-0000 233122210013 DUPRE mOMAS J 1781 MAIN ST CENTERVILLE MN 55038-0000 233122220008 BRlLOWSKI MARK G & WENDY K 7124 MAIN ST CENTERVILLE MN 55038-0000 233122220015 CAMP PATRICIA R 7121 CENTERVILLE RD CENTERVILLE MN 55038-0000 233122220016 CAMP - BARON PATRICIA R Unassimed Status CENTERVILLE MN 55038-0000 233122220018 PJ BURKE INVESTMENTS LLC 7105 MAIN ST CENTERVILLE MN 55038-0000 23312222019 ANOKA COUNTY Unassimed Status ANOKA MN 55303..0000 SCHEDULE A-2 PICTORIALS OF PROJECT AREAS SCHEDULE B PERMITTED ENCUMBRANCES SCHEDULE C DEPICTION OF MINIMUM IMPROVEMENTS SCHEDULE C-l SCHEDULE D PUBLIC DEVELOPMENT COSTS The following constitute the types of Public Development Costs that to be incurred by Developer and reimbursed as provided in the Agreement: Land acquisition Relocation Demolition Site preparation Environmental remediation Costs of designing and constructing the Public Improvements ----- -~--- -- -- -------~---- ~ - --- ---- ~-- ------- SCHEDULE E ESTIMATES OF FINANCIAL ASSISTANCE The following are preliminary estimates of public financial assistance to be made available to the Developer: ESTIMATES OF PUBUC ASSISTANCE MN DEED Redevelopment Grant $ 50,000.00 Beard EMV "Tax Increment Financing - Phase One $3,319,152.00 "Tax Increment Financing - Phase Two $4,577,035.00 "Tax Increment Financing - Phase Three $1,206,540.00 . "Tax Increment Financing - Phase Four $ 770,358.00 $ 29,104,800.00 $ 35,120,000.00 $10,560,000.00 $ 5,400,000.00 "Tax Increment Financing - Total $9,873,085.00 $80,184,800.00 The city will file grant applications for potentially additional public assistance The above estimates were . prepared using estimates of market values provided by the Developer. -- ---~--- --------- -- --~ --- - --- -~ --- -~ --- -- ---- ---------- -~ SCHEDULE F FORM OF NOTE UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA CITY OF CENTERVILLE TAXABLE LIMITED REVENUE TAX INCREMENT NOTE ( PROJECT) The City of Centerville, Minnesota (the "City"), hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of . a , or its permitted assigns (the "Owner"), solely from the source, to the extent and in the manner hereinafter provided, the principal amount of this Note, being Dollars ($ ) (the "Principal Amount"), commencing on August 1, 20_ and continuing on each February 1 and August 1 thereafter up to and including August 1,20_ (the "Scheduled Payment Dates"). This Note is one of the Notes defined in that certain Development Agreement dated as of ,2007, between the City and the Owner (the "Contract"). No interest shall accrue on the Principal Amount of this Note until the City has delivered to the Owner a certificate certifying that the condition precedent set forth in Section 3.8 of the Contract has been satisfied or waived. Interest at the rate of percent ~%) per annum shall accrue from the date of such certification (the "Certification Date") 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. _ (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 February 1,20_. 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 from time to time by the Owner. The Note is a special and limited obligation and not a general obligation of the City, which has been issued by the City 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 City consisting generally of defraying certain capital and administrative costs incurred and to be incurred by the City within and for the benefit of its Municipal Development District No. 1 (the "Project"). THIS NOTE IS A SPECIAL AND LIMITED AND NOT A GENERAL OBLIGATION OF THE CITY PAYABLE SOLELY OUT OF AVAILABLE TAX INCREMENT, AS DEFINED BEWW, AND .NEITBER THE STATE NOR ANY POLmCAL 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. ~ --- --- >- --- -_ _____ __ n__ _____ __ ___ _____ ____ ___ _~_ _ The scheduled payment. of this Note due on any Scheduled Payment Date is payable solely from and only to the extent that the City shall have received in the six (6) 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 percent L%) of the Tax Increment, as defined in the Contract, that has been received by the City 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"). The City shall pay on each Scheduled Payment Date to the Owner the lesser of: (i) the Available Tax Increment; or (ii) the amount remaining to be paid under this Note. On the earlier of: (i) the date that this Note has been paid in full; or (ll) August 1, 20--, which is the last Scheduled Payment Date, after making the payment due on such date, the City's payment obligations under this Note shall terminate and this Note shall no longer be an obligation of the City. All payments made by the City shall be applied first to accrued interest and then to the Principal Amount of this Note. The City's obligations herein are subject to the terms and conditions of the Contract. Subject to Section 9.2 of the Contract, the City's payment obligations hereunder shall be suspended and this Note may be terminated by the City upon the occurrence of an Event of Default as provided in Section 9.1 of the Contract, which Contract is incorporated herein and made a part hereof by reference. Upon such termination, the City's obligations to make further payments hereunder shall be discharged. Such termination may be accomplished by the City's giving of written notice to the then registered owner of this Note, as shown on the books of the City. This Note shall not be payable from or constitute a charge upon any funds of the City, and the City shall not be subject to any liability hereon or be deemed to have obligated itself to pay hereon from 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 City or of any other public body, and neither the City nor any director, commissioner, council member, board memQer, officer, employee or agent of the City, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. This Note shall. not be transferable or assignable, in whole or in part,. by the Owner without the prior written consent of the City. This Note is issued pursuant to Resolution of the City and is entitled to the benefits thereof, which resolution is incorporated herein by reference. IT IS HEREBY CERTlIfJEl) 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 form, time, and manner as required by law; and that this Note, together with all other indebtedness of the City outstanding on the date - --- -- ------- --- --- --- - ---- ~---------- hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation thereon. IN WITNESS WHEREOF, the City of Centerville, by its City Council, has caused this Note to be executed by the manual signatures of the and the of the City and has caused this Note to be dated . 200_. - - ------- ------,-...---- --- --------------~---- -------~~-- EXHIBIT A TO NOTE Description of Property __ __ _ _ _, ___ _ r----__________ ----- ------- - --- ---------- ----- --- SCHEDULE G PUBLIC IMPROVEMENTS The following constitute descriptions of the Public Improvements together with preliminary cost estimates for the work: LeaaI.Ena location ~ Water Sewer Storm & Adm Total Centerville Road - Westvlew to Heritage $452,535.00 $29,020.00 $86,225.00 $n,812.50 $258,237.00 $903,829.50 Sorel - Goiffon to progress $278,087.50 $42,510.00 $33,435.00 $72,287.50 $170,528.00 $596,848.00 Heritage - Golffon to progress $167,030.00 $47,922.50 $23,246.25 $44,237.50 $112,974.50 $395,410.75 Progr~-HerltageroWesMew $366,781.25 $48,185.00 $52,387.50 $37,762.50 $202,046.50 $707,162.75 Main Street - Golffon to progress $455,000.00 $8D,OOO.OO $0.00 $150,000.00 $274,000.00 $959,000.00 $1,719,433.75 $167,637.50 $195,293.75 $382,100.00 $985,786.00 $3,450,251.00 Phase One $687,n3.50 $48,053.75 $133,735.00 $347,824.90 $1,217,387.15 Phase Two $601,801.81 $107,537.50 $142,906.25 $133,735.00 $394,392.23 $1,380,372.79 Phase Three $257,915.08 $12,046.25 $26,193.75 $57,315.00 $141,388.03 $494,858.09 Phase Four $171,943.38 $26,193.75 $57,315.00 $102,180.85 $357,632.98 $1,719,433.75 $167,637.50 $195,293.75 $382,100.00 $985,786.00 $3,450,251.00 Public Improvement Costs estimated by Mark Statz, Bonestroo Inc. SCHEDULE H City Fee Schedule SCHEDULE I Timing of Development Activities REAL ESTATE PURCHASE AGREEMENT This Agreement is made and entered into this _ day of .2007, by and between Dennis C. Shudy ("Seller"), and City of Centerville, a municipal corporation (''Buyer''). In consideration of the representations, warranties, covenants and agreements of the parties set forth in this Agreement, the parties hereby mutually agree as follows: 1. Purchase and Sale of Property. Seller agrees to sell, convey, assign, transfer and deliver to the Buyer, and Buyer agrees to purchase, acquire and take from Seller, all right, title and interest in and to the following described property: (a) All that real property located in the City of Centerville, County of Anoka, State of Minnesota, legally described on Exhibit A attached hereto and made part hereof: and as shown on the drawing attached hereto as Exhibit B and made a part hereof: together with all hereditaments and appurtenances thereunto belonging or appertaining, and all buildings, improvements and fixtures situated thereon (the "Subject Premises"); (b) All fixtures and equipment now located on the Subject Premises, owned by seller, and used or useful in connection with and for the occupancy, management, maintenance, and/or operation of the Subject Premises, including all improvements to be completed pursuant to Paragraph 9 of this Agreement (the "Personal Property"); and The Property described in subparagraph (a) and (b) hereof is sometimes hereinafter collectively called the ''Property". 2. Price. The purchase price (the "Purchase Price") to be paid by Buyer to Seller for the Property shall be equal to One Million Four Hundred Thousand and No/loo ($1,400,000.00) and shall be paid by Buyer to Seller in the following manner: (a) $298,000.00 in cash to be paid upon execution and filing of this Agreement. $2,000 has been previously paid to Seller pursuant to an Option Agreement entered into by the Parties on June --J 2007. Concurrent with the execution of this Agreement, Seller shall execute a /tb mortgage in favor of Buyer securing this payment, in the form set forth as attached in Exhibit C. The mortgage will be satisfied at the time of closing upon the compliance by Seller with the terms of this Agreement; (b) $1,100,000.00 by wire transfer in immediately available funds payable to Seller at the time of closing. 3. f'.nntingencies. Buyer's obligations pursuant to this Agreement are contingent upon each of the following: (a) Buyer receiving, on the Date of Closing, title insurance coverage effective as of the Date of Closing in the form and content required by Paragraph 6 hereof. (b) All warranties and representations of Seller hereunder being true and a>rrect as of the date hereof: and on the Date of Closing. (c) Buyer obtaining satisfactory results of any tests or inspections described in Paragraph 9 hereof: including the Environmental Report. If any of the foregoing contingencies has not been satisfied or waived on or before the Date of Closing, except as expressly provided otherwise herein, then this Agreement may be terminated, at Buyer's option, by written notice to Seller given on the Date of Closing. Upon written notice of termination, neither party shall have any further rights or obligations with respect to this Agreement or the Property, except as provided for in this Agreement. If no such notice is given on the Date of Closing, such contingency shall be deemed satisfied and this transaction shall close in accordance with the terms hereof. 4. Closing. The closing of the transaction contemplated by this Agreement shall occur on or before November 1, 2007 (the "Date of Closing"). The closing shall take place in the office of the title insurance company designated in Paragraph 6 at a time to be determined. Seller agrees to deliver possession of the Property to Buyer on the Date of Closing. 2 /1 (a) Seller's Closing Documents. On the Date of Closing, Seller shall execute and deliver to Buyer the following: (i) A warranty deed conveying fee title to the Property, free and clear of all liens, charges and encumbraIleeS; (ii) A wmanty bill of sale conveying the Personal Property, if any, to Buyer, :free and clear of aU liens, charges and encumbrances; (ill) Copies of all site plans, blueprints, plans, surveys, specifications, 111mlals, environmental studies, warranties and guaranties relating to the Property which are in the possession of Seller or its agents, and a transfer and assignment thereot; (iv) Affidavits indicating that, on the Date of Closing, there are no outstanding unsatisfied judgments, tax liens or banlauptcies against or involving Seller or the Property, that there has been no skill, labor or material furnished to the Property at the request of Seller for which payment has not been made or for which mechanics' liens could be tiled, and that there are no other unrecorded interests in the Property of any kind, together with whatever standard owner's affidavit may be required by the title insurance company insuring title; (v) All other documents affecting title to and/or possession of the Property and necessary or convenient to transfer the same to Buyer under Minnesota law or practice; (vi) Owner's duplicate certificates of title for any part of the Property that is registered property, and a currently certified abstract of title to any part of the Property that is unregistered property; (vii) A non-foreign affidavit, properly executed and in recordable form, containing such information as is required by Internal Revenue Code Section 144S(b)(2) and its regulations; (viii) A well certificate in the form required by Minnesota Statutes Section 1031.235. (ix) An affidavit with respect to storage tanks pursuant to Minnesota Statutes Section 116.48. (b) Closing. Seller and Buyer shall each pay one-half of any amount associated with the closing of this transaction, excepting such items as state deed taxes and :6.ling and recording fees that are customarily paid by the Seller. 3 If S. Surv~y. Seller shall provide to Buyer at Seller's expense a current "as- buih" swvey of the Property, showing access, easements, buildings, improvements, parking areas, encroachments, utility lines and all other information generally included in a swvey of commercial real property, together with the legal description of the Property, currently certified to Buyer and to the title insurance company referred to in Paragraph 6 hereof. Buyer reserves the right to make written objections to marketable title based upon said swvey within IS days after it receives the title commitment descn"bed in Paragraph 6 below. Any such objections to title shall have the same effect as objections to title raised by Buyer under Paragraph 6 hereof. 6. Title Examination. Within a reasonable time after acceptance of this Agreement, Seller shall furnish Buyer with an Abstract of Title or a Registered Property Abstract certified to date including proper searches covering bankruptcies and State and Federal judgments, liens, and levied and pending special assessments. Buyer shall have 1 S business days after receipt of the abstract of title or registered property abstract, at Buyer's own expense, to make an application for a title insurance policy and notify Seller of the application. Buyer shall have IS business days after receipt of the commitment for title insurance to provide Seller with a copy of the commitment and written objections. Buyer shall be deemed to have waived any title objections not made within the applicable lS-day period set forth above, except that this shall not operate as a waiver of Seller's covenant to deliver a warranty deed. If any objections to title are not made and Seller notified, all as herein provided, within the aforementioned lS-day period, such objections shall be deemed waived, but such waiver shall not negate the obligation of Sener to convey the Property by warranty deed and warranty bill of sale, subject to the objections 4 /9 so waived, or negate any of the warranties to be contained in the same. If any objections to title are made, Seller shall be allowed 30 days to cure said objection. If any of the objections remain uncured after the 30-day period, then the Buyer, in its discretion, may allow Seller up to an additional 30 days to cure objections deemed by the Buyer to be curable. The closing shall be postponed until the time for curing objections bas expired. If title is not marketable and is not made so within the time allowed for curing objections, Buyer may: (i) terminate this Agreement; or (ii) waive any remaining and proceed to close. All costs of the title insurance commitment and the premium on the policy shall be paid by Buyer. 7. Real Estate Taxes and Special Assessments. General real estate taxes and installments for special assessments payable in the year in which Closing occurs shall be paid by Seller as of the Date of Closing. Buyer shall be responsible for the payment of all real estate taxes and installments of special assessments due in all years following the year in which the Date of Closing occurs. 8. Operation Prior to Closini. Seller may not from the date hereof through the Date of Closing, enter into any lease, contract or other agreement regarding any of the Property, or in any way encumber the Property, without Buyer's prior written consent. Seller agrees to permit Buyer and its agents access to the Property to conduct such inspections, surveys and tests of the Property as Buyer chooses. Buyer shall given Seller reasonable advance notice of when it requires access, and shall return the Property to the condition existing before such inspections, surveys or tests. 9. Improvements to Pro.pert.y to be Conwleted Prior to Closing As part of the consideration for the purchase of the Property, Seller agrees to complete the 5 )YJ 1___ _______ improvements to the Property in accordance with the Plans and Specifications attached to this Agreement as Exhibit D. In addition, Seller agrees to complete the following "Building Extras" at no additional cost to the Buyer: BUilDING EXTRAS ARCHITECTURAL FEES FOR CHANGES RICE CREEK, METRO ENGINEERING OVEN,SINK,FRIG,MICRO,CABINETS MOP SINK IN SHOP MIRRORS ON CORNERS,3 LOCKERS, 8 AIR. COMPRESSOR PRESSURE WASHER GARAGE DOOR OPENERS,9 FIRE EXTINGUISHER CABINETS,4 ROOF HATCH ROOF LADDER POWER GATE WITH TEN REMOTES WINDOW BLINDS CANOPY OVER EXIT DOORS ROOF DRAIN UNDERGROUND PIPE CEll.JNG PAINTING IN SHOP AND MEZZ. OUTSIDE OF BUILDING PAINTING SECURITY ON DOORS AND MOTION SENSOR EXTERIOR LIGHTING,FLAGPOLE LIGHT, POWER GATE WlRING,GARAGE DOOR WIRING, CAT-6 WIRING,PHONE WIRE,FRONT CANOPY LIGHT, EXTRA OFFICE OUTLETS, -Total Lighting and Electrical 650 YDS CLASS 5 STOCKPILED MOVE BARRIERS FROM OLD SITE AIR. LINES AND REELS OFFICE CABINETS,COUNTER BLOCK UP DOOR ON WEST SIDE 4,250 2,000 5,000 500 500 1,250 5,260 5,785 8,500 229 1,500 500 5,000 1,500 1,000 3,500 11,183 10,530 3,000 25,000 13,000 500 500 3,000 1,000 TOTAL $113,987 Seller agrees that the above listed building extras shall be supported by contractor bids or quotes identifYing the price. Upon completion, Seller shall provide copies of all paid invoices showing that the above identified work has been completed and paid for in full. 6 ;21 Seller shall provide Buyer with all lien waivers in connection with the construction of the improvements to the Property. 10. Permits and/or Licenses. Seller shall be responsible for securing all necessary permits and/or licenses required to construct the improvements on the Property and Seller shall be solely responsible for payment of costs associated in securing such permits and/or licenses. 11. Inspection and Approval of Improvements to PrQperty. Seller agrees to complete all improvements to the Property pursuant to the satisfaction and approval of the Buyer. Seller understands that all improvements are subject to inspection and approval by the City Building Inspector and must comply with all city, state and federal building rules and regulations. Seller agrees that all goods and materials used to complete the improvements to the Property shall be new. 12. Completion of lJ:Jtprovements to Property. Seller agrees that all improvements to the Property as set forth in Section 9 of this Agreement shall be completed no later than November I, 2007. No extension of time shall be allowed unless agreed upon in writing between the Parties. If all improvements are not completed by this date, the Buyer, at its discretion, can arrange for the remainder of the improvements to be completed by independently selected contractors and the costs for the completion of the remaining improvements will be deducted from. any amounts owed the Seller at the time of Closing. Seller agrees to provide a two year structural warranty and a one year mechanical and electrical warranty for the improvements on the Property. 7 $- 13. Property Insurance. (a) Insured Risks and Amounts. Seller shall keep all buildings, improvements and fixtures now or later located on or a part of the Property insured against loss by fire, lightning and such other perils as are included in a standard "all risk" endorsement, and against loss or damege by all other risks and hazards covered by a standard extended coverage insurance policy, including without limitation, vandalism, malicious mischief: burglary, theft and, if applicable, steam boiler explosion. Such insurance shall be in an amount no less than the full replacement cost of the buildings, improvements and fixtures, without deduction for physical depreciation. If any of the buildings, improvements or fixtures are located in a federally desigTlated flood prone area, and if flood insurance is available for that area, Seller shall procure and maintain flood insurance in amounts reasonably satisfactory to Buyer. (b) Other Terms. The insurance policy shall contain a loss payable clause in favor of Buyer which provides that Buyer's right to recover under the insurance shall not be impaired by any acts or omissions of Buyer or Seller, and that Buyer shall otherwise be afforded all rights and privileges customarily provided a mortgagee under the so-called standard mortgage clause. (c) Notice of Damage. In the event ofdemage to the Property by fire or other casualty, Seller shall promptly give notice of such damage to Buyer and the insurance company. (d) Application of Insurance Proceeds. If the Property is damaged by fire or other casualty, the insurance proceeds paid on account of such damage shall be applied to payment of the amounts paid by Buyer to Seller under this Agreement. 14. Injwy or Daml\ge Occurring on the Pro-P<<tY. (a) Liability. Buyer shall be free from liability and claims for damages by reason of injuries occurring on or after the date of this Agreement to any person or persons or property while on or about the Property. Seller shall defend and indemnify Buyer from all liability, loss, costs and obligations, including reasonable attorneys' fees, on account of or arising out of any such injuries. (b) Liability Insurance. Seller shall, at Seller's expense, procure and maintain liability and builder's risk insurance against claims for bodily injury, death and property damage occurring on or about the Property in amounts reasonably satisfactory to Buyer and naming Buyer as an additional insured. Seller shall also procure worker's compensation insurance as required by law and provide Buyer with evidence of such insurance. 8 23 15. Environmental Testing, At all times prior to the Closing, Buyer and its agents shall have the right, upon reasonable notice to Seller, to go upon the Property to conduct such inspections and tests as Buyer shall deem appropriate to determine that the Property is free from any Hazardous Substances as defined in Paragraph 10(k) hereof: and is in full compliance with all federal, state and local environmental laws and regulations. At Buyer's discretion, such inspections and test may include Phase I and Phase IT environmental reports (the ''Environmental Report"), Seller's soils and/or geotechnical reports certified to Buyer. Buyer agrees to indemnify and defend Seller from, and to hold the Seller bannIess against any and all claims, causes of action or expenses, including attorneys fees, relating to or arising from Buyer's presence on the Property prior to the Closing. Buyer agrees to repair any damage to the Property caused by such inspections and to retwn the Property to substantially the same condition as existed prior to Buyer's inspection. 16. Agreemep.ts. Re.presentations and Warranties by Seller. Seller agrees, represents and warrants as follows: (a) The individuals executing this Agreement on behalf of Seller have the requisite authority to execute this Agreement and such other documents as are contemplated or to be delivered by Seller herein, and to bind Seller thereto; and Seller has the full and complete authority to sell the Property; (b) Seller is not a foreign person, foreign partnership, foreign trust or foreign estate as those terms are defined in Section 1445 of the Internal Revenue Code; (c) There have been no bankruptcy or dissolution prC>CP.P.iIings involving Seller during the time in which Seller has bad any interest in the Property; there are no lInlUltisfied judgments or state or federal tax liens of record against Seller; and no labor or materials have been furnished to the Property for which payment has not been made; 9 ,2';/ (d) There are no unrecorded mortgages, contracts, purchase agreements, options, leases, easements or other agreements or interest relating to the Property and there are no persons in possession of any portion of the Property except as may be disclosed by the Title Evidence; (e) To Seller's actual knowledge, there are no encroachments or boundary line questions affecting the Property, except as may be disclosed by the Title Evidence; (t) To Seller's actual knowledge, the Property is not in violation of any statute, law, ordinance or regulation, and there is no action, litigation, governmental investigation, condemnation or administrative proc.eerling of any kind pending or, to Seller's best knowledge, threatened, against or involving any portion of the Property; (g) Seller is not in default in the performance of any of Seller's obligations under any purchase agreement, easement agreement, covenant, condition, restriction or other instrument relating to the Property; (h) To Seller's knowledge, either (a) there are no wells on the Property, or (b) all wells located on the Property have been capped as required by Minnesota law, a completed Minnesota Well Disclosure Statement has been delivered to Buyer by Seller, and no such wells are COJltaminated, or are constructed or maintained in such a manner that their continued use or existence endangers ground water quality or is a safety or health hazard; and (i) To Seller's knowledge, there are no underground or above ground storage tanks of any size or type located on the Property nor any Hazardous Substances (defined below) located on the Property in violation of applicable governmental requirements, and the Property has not been used in connection with the generation, disposal, storage, treatment or transportation of Hazardous Substances in violation of applicable governmental requirements. For purposes of this Agreement, the term ~'Hazardous Substances" includes but is not limited to substances defined as "hazardous substances," "toxic substances," "hazardous wastes," "pollutants" or "contaminants" under federal or Minnesota law. The term "hazardous substance" shall also include asbestos, polychlorinated biphenyls, petroleum, including erode oil or any fi:action thereof; petroleum products, heating oil, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas useable for fuel (or mixtures of natural gas and synthetic gas). 10 5 ----------- --- --- ---------- ----- Wherever reference is made in this Agreement to the "knowledge" of the Seller, such term means the actual knowledge of the Seller, or any knowledge that should have been known by the Seller upon reasonable inquiry. 17. Rqn-esentations and Warranties of Buyer. Buyer warrants and represents to Seller that Buyer is a municipal corporation under the laws of the State of Minnesota; that Buyer has the requisite municipal power and authority to enter into this Agreement and all documents set forth and/or contemplated by this Agreement; that the performance by Buyer of this Agreement is a valid and binding obligation of Buyer enforceable in accordance with its terms. 18. Indemnification (a) Seller. Notwithstanding any provision herein to the contrary, if a closing occurs under this Agr~ent, Seller shall indemnify Buyer, its successors and assigns, against, and shall hold Buyer, its successors and assigns, harmless from any loss, cost, expense or damage, including reasonable attorney fees, directly arising out of or resulting from the breach of any of the agreements, representations and warranties of Seller contained in this Agreement, whether such loss, expense or damage arises before or after closing. (b) ~. Buyer shall indemnify Seller, its successors and assigns, against, and shall hold Buyer, its successors and assigns, harmless from any loss, cost, expense or de.mage, including reasonable attorney fees, directly arising out of or resulting from the breach of any of the representations and warranties herein contained, whether such breach is discovered before or after closing. 19. Assignment. Seller may not assign its rights under this Agreement before or after the Date of Closing without the prior written consent of Buyer. Any such assignment will not relieve Seller of its obligations under this Agreement. 11 /6 20. Survival. All of the terms, covenants, conditions, representations and warranties of this Agreement shall survive and continue in full force and effect and shall be enforceable after the closing and after conveyance of the Property to Buyer. 21. Notices. Any notice or election required or permitted to be given or served by any party hereto, to or upon any other party, shall be deemed given or served in accordance with the provisions of this Agreement if said notice or election is delivered personally or mailed in a sealed wrapper by United States certified mail, return receipt requested, postage prepaid, properly addressed as follows: If to Seller: City of Centerville Attn.: Dallas Larson 1880 Main Street Centerville, MN 55038 Dennis SOOdy 6795 20th Avenue South Lino Lakes, MN 55038-8743 If to Buyer: Each such mailed notice or election shall be deemed to have been given to, or served upon, the party to which the notice is addressed on the date the same is deposited in the United States certified mail, return receipt requested, postage prepaid, properly addressed in the manner above provided. Either Party hereto may change its address for the service of notice hereunder by delivering written notice of said change to the other party hereto, in the manner above SPeCified, at least ten (10) days prior to the eff~ve date of said change. 22. Captions. The paragraph headings or captions appeanng in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 12 2f 23. Entire Agreeme~ Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the Property and supersedes any prior oral or written agreements between the parties with respect to the Property. It is expressly agreed that there are no verbal understandings or agreements that in any way change the terms, covenants and conditions herein set forth, and that no modification of this Agreement and no waiver of any of its terms and conditions shall be effective unless made in writing and duly executed by the parties hereto. 24. Binding Effect. All covenants, agreements, representations, warranties and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 25. Controlling Law. This Agreement has been made and entered into under the laws of the State of Minnesota, and said laws shall control the interpretation hereof. 26. Time. Time is of the essence of this Agreement. 27. Default. If Buyer defaults under this Agreement, Seller may terminate this Agreement. The termination of this Agreement shall be the sole remedy available to Seller for such default by Buyer, and Buyer shall not be liable for damages or specific performance. If Seller defaults under this Agreement, this provision does not preclude Buyer from seeking and recovering from Seller specific performance of this Agreement. 28. CounteI:parts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 13 /1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. SEI,I,ER BUYER CITY OF CENTERVRLE Dennis Shudy By: Its Mayor By: Its City Administrator STATE OF MINNESOTA COUNTY OF ANOKA } SL The foregoing was acknowledged before me this _ day of . 20--, by NOTARIAL STAMP OR. SEAL (OR. OTHER. mLE OR RANK) SIGNATIJRE OF NOTARY PUBIJC OR aI'HER. omCIAL STATE OF MINNESOTA COUNTY OF ANOKA The foregoing was acknowledged before me this _ day of } ss. . 20--, by 14 /9 - ----------~---~ -- -- ----- ------ -- ----------------- -- --------- NOTARIAL STAMP OR SEAL (OR 001lER. 'lTILE OR RANK) 15 SlGNA11JRE OFNOTARY PUBUC OR OIlIER. OFFICIAL Check here ifpart or all of the land is Registered (fomms) 0 JJ EXHIBIT A Legal Descri,ption of the PrQpertv Parcell The East 410 feet of the South 205 feet of the SW 1/4 of the SW V4 of section 24,. Township 31, Range 22, Anoka county, Minnesota, together with an. easement over that part of the south 20 feet of the SW 1/4 of the SW 1/4 of Section 24, Township 31, Range 22, lying between the point where the south tine of Section 24 intersects county Road 54, commonly known as Cedar Street and the west line of the above described property. This easement shan be effective only in the event that the 81an.tees herein have no other access to said County road from the property conveyed herein. Parcel 2 The East 410 feet of the South 345 feet of the SW 1/4 of the SW U4 ofSec1ion 24, Township 31, Range 22, Anoka County, Minnesota, except the south 205 feet. Abstract property Centerville, Minnesota County of Anoka 16 J/ - - __________ __________ - __ - ___n_ ______________ EXHIBIT B Drawing orthe Properb' 17 3~ L_ ~ " ',', ..'~" ~;~~. ....:....:..:..~_.:... -,---~ v'bTnT'T'C E~,L... ~~~ Document :;:i ;:~ .,; ! 18 . '.::?..2 ',' , ~ ", \\' ,,'f' MORTGAGE By JndiWIual (reserved for mortgage registry tax payment data) MORTGAGE REGISTRY TAX DUE HEREON: (reserved for recording data) $ TIllS INDENTURE. Made this _ day of --.-J 2007, between Dennis C. Shudy, an individual ("Mortgagor''), and City of Centerville, a municipal COlpOmtion ("Mortgageej. WIfNESSETII, That Mortgagor, in consideration of the sum of THREE HUNDRED lHOUSAND DOLLARS ($300,000) to Mortgagor provided by Mortgagee, pursuant to the terms of a Purchase Agreement dated . 2007, the receipt whereof is hereby acknowledged, does hereby convey unto Mortgagee, forever, real property in Anoka County Minnesota, described as follows: Parcell The East 410 feet of the South 205 feet of the SW 1/4 of the SW 1/4 of section 24,. Township 31, Range 22, Anoka county, Minnesota, together with an ea~ over tbat part of the south 20 feet of the SW 1/4 of the SW 1/4 of Section 24, Township 31, Range 22, lying between the point where the south tine of Section 24 intersects county Road 54, commonly known as Cedar Street and the west line of the above descn"bed property. This easement shall be effective only in the event that the gumtees herein have no other access to said County road from the property conveyed herein. Pan:e12 The East 410 feet of the South 34S feet of the SW 1/4 of the SW 1/4 of Seclion 24, Township 31, Range 22, Anoka County, Mbmeso1a, exalpt the south 205 feet. Abstmct ~UJ:dli CenterviIle, Minneso1a County of Anoka JI together with aU heredi1aments and appurtenances belonging thereto (the Property). TO HA VB AND TO HOlD THE SAME. to Mortgagee forever. Mortgagor covenants with Mortgagee as follows: That Mortgagor is lawfully seized of the Property and bas good right to convey the same; that the Property is free from all encumbmnces. except as follows: (fist mortgages) tbat Mortgagee sball quietly eqjoy and possess the same; and that Mortgagor will wanant and defend the title to the same against all lawful claims not bereinbefore specifically ~ PROVIDED, NEVERTHELESS, that the Mortgage will be satisfied at the time of closiDg upon the ~;~ by Mortgagor with the terms of the Purchase Agreement dated . 2007. AND MORTGAGOR covenants with Mortgagee as fonows: 1. to pay all taxes and assessments now due or tbat may hereafter become liens against the Property before penalty aUac1Ies thereto; 2. to keep all hn1~ improvements and fixtures now or later located on or a part of the Property insured against loss by file, extended coverage perils, ysmm.Hmn, malicious misc1Ud and, if appJiaIble, steam boiler explosion, at all1imes while any amount temains unpaid under this Mortgage. If any of the bmldinp, improvements or fixtmes are located in a fedemI1y ~ flood prone area, and if flood insurance is available for that area, Mortgagor sba1l procure and noAi..l..i.. flood .b..swau.ce in amounts reasoJ18bly mRfilctory to Mortgagee. &ch insmance policy shall contain a loss payable clause in favor of Mortgagee a1JLn1ibg all rights and privileges cuslOtJI3nly provided under the SCKalled standanl mortgage clause. In the event of damage to the Property by fire or other casoa1ty, Mortgagor shall promptly give notice of such damage to Mortgagee and the insmance companj. The insut;Jnce sball be issued by an UmuailOOC (3nlkiAA.f or companies Jicensed to do business in the State of ~n~ and acceptable to Mortgagee. The insmance policies shall provide for not less than ten days written notice to Mortgagee before cancet1l1fion, non-IeneW8l, temrinllfion, or change in coverage, and Mortgagor shall deliver to Mortgagee a duplicate origiDal or certificate of such ~ poJides; 3. to pay, when due, both principal and iDteIest of all prior liens or encumbrances, if any. and to keep the Property ftee and clear of all other prior liens or enaunbJances; 4. to oommit or permit no waste on the Property and to keep it in good repair; S. to complete forthwith any improvements which may hereafter be under course of COJJSlIUdion on the Pfuped), and 6. to pay any other expenses and attorney's fees in<:urred by Mortgagee by reason of litigation with any thini party for the protection of the Hen of this Mortgage. In case offailm:e to pay said taxes and ~ prior liens or encum~ expenses and attorney's fees as above specified, or to iDsm:e said but'1dn.~ improvemeIds, and fix1mes and de1iver the policies as aforesaid, Mortgagee may pay such taxes, assessments, prior liens, expenses and attorney's fees and iIJtereg thereon, or obtain such insunnK:e, and the sums so paid shall be impressed as anadditicmal lien upon the Property. In case of default in any of the fmegoiDg oovemmts, Mortgagor confeIs upon the Mortgagee and hereby 31Jfhnri7.CS and ~ers Mortgagee to foIeclose this Mortgage by judicial ~ or to sell the Property at public auction and convey the same to the purchaser in fee simple in acccmIanc;e with the statute, and out of the moneys arising from such sale to retain all sums seemed hereby, with inteMst and all1ega1 costs and charges of such fmeclosure and the wwUtuum attorney's fee pedhilled by law, which costs, charges and fees Mortgagor agrees to pay. 33 The terms of this Mortgage shall mn with the Property and bind the paIties hereto and tbcir successors in interest IN TESTIMONY WHEREOF, Mortgagor bas hereunto set its hand the day and year first above written. MORTGAGOR Dennis C. Shudy STATE OF MINNESOTA } sa COUNTY OF ANOKA The foregoing was acknowledged before me this _ day of .1007, by Dennis C. Shudy. 11DS INSTRUMENT WAS DRAFTED BY (NAME AND ADDRESS): Steven Burstein 510 First Avenue North Suite 610 Minneapolis, MN 55403 SIGNATURE OF PERSON TAKING ACKNOWLEDGMENT NOTARIAL STAMP OR SEAL (OR OIlIER TITLE OR RANK) FAILURE TO RECORD OR FILE TIllS MORTGAGE MAY AFFECT THE PRIORITY OF TIllS MORTGAGE ~ ""'![, EXHIBIT D PlanR Ilftd Specificatiovs 19 .,,,{ ~:.:... '-"-------0 ,.;;.' ~~------"--> -------~-~-- " ,,'>\>:-h '.' :-"~ ~:- - 't i j "'M , '~j '1 I " 31 ~~~~ ~"';' ------------------------- ---- -- ----------------- -- --~-----~-~----- - - tervi{{e 'Esta6{isfiet{ 1857 1880 :Main Street . Centerviffe,9v1!N 55038 (651) 429-3232 . P~(651) 429-8629 STATE OF MINNESOTA COUNTY OF ANOKA CITY OF CENTERVILLE RESOLUTION #007..0_ A RESOLUTION AUTHORIZING PURCHASE OF PROPERTY AND PROVIDING FOR A LOAN BE1WEEN FUNDS. WHEREAS, the City Council bas considered various options to meet the facility requirements of its Public Works Department, and WHEREAS, the cOuncil has been granted an option to purchase ~ and building at 2085 Cedar Street for a cost of $1,400,000, that can satisfY those requirements, and WHEREAS, the CUlTent Public Works site could meet those needs, but it would require removal and replacement of existing buildings that would cost nearly as much as the Cedar Street option, and WHEREAS, the current Public Works site is better suited to a retail or business use that can benefit from the prominent location and the community would be better served to make the existing site available for such use,' and WHEREAS, the Council has determined that it is in the best interests of the City to purchase of the property at 2085 Cedar Street, and NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCD., OF CENTERVILLE, MINNESOTA: 1) The Mayor and .Administrator are hereby authorized to enter into the attached agreement for purchase of the property at 2085 Cedar Street. 2) Funds for the purchase shall be provided as follows: a) $800,000 from the General Fund, $413,000 of which shall be provided from the General Fund capital improvement reserve. b) $200,000 from the Water Utility Fund. c) $400,000 from the Sewer Utility Fund. 3) The City Council hereby authorizes a short-term loan to the General Fund from the Sanitary Sewer fund in the amount of $400,000 which shall be repaid upon sale of the existing public ~ -- ---- - -" -- - -- ----- - -- ---- works site. a) Such loan sball be repaid on or about September 1,2009, with interest at 6.00A. from the date funds are transferred to the date repaid. Adopted by the City Council this _ day of . 2007. Mary Capra, Mayor Attest: Teresa Bender, City Clerk 31 tervi{{e rutabCis/iea 1857 1880 9v1.ain Street . Centeroiffe, 9d!N 55038 (651) 429-3232 . PtL( (651) 429-8629 STATE OF MINNESOTA COUNTY OF ANOKA CITY OF CENTERVILLE -RESOLUTION. #007-8_ DEAD BROKE SADDLE CLUB CHARITABLE GAMBLING SAGER'S BAR & GRILL WHEREAS, the City of Centerville met at its regularly scheduled meeting date of June 27, 2()07;and WHEREAS, the Centerville City Council discussed the application from the Dead Broke Saddle Club to conduct charitable gambling at Sager's Bar & Grill, 7098 Centerville Road; and WHEREAS, the City of Centerville HAS conducted an investigation through the Gambling Control Board of the State of Minnesota of the Dead Broke Saddle Club Orpni7.ation; and WHEREAS, the Dead Broke Saddle Club would be in compliance with City Ordinance #130; and WHEREAS, the Dead Broke Saddle Club appears to take into consideration the best interests of the City of Centerville; NOW, THEREFORE, BE IT RESOLVED THAT the City of Centerville hereby approves eharitable gambling (Pull-Tabs, Paddlewheel, Paddlewheel wtrable & Bar Bingo) by the Dead Broke Saddle Club at Sager's Bar & Grill; . i Whereupon said resolution was declared duly passed and adopted by the Centerville City Council on June 27, 2007. Mary Capra, Mayor ATTEST: Teresa Bender, City Clerk /tJ Officer Matthew Langreck, Badge #110 Centen.nW Lakes Police Department 54 North Road Circle Pines MN 55014 763-784-2501 --June 29,2007 City of Centerville 1880 Main St Centerville MN 55038 City Administrator, During the tobacco sales compliance check that I recently conducted the following businesses in your city that are licensed to sell tobacco failed the check. I directed an underage buyer into this business for the purposes of ensuring that the business is taking the appropriate measures to sell their tobacco products to adults. The businesses that failed the compliance check are listed below. Centermart Sagers Bar arid Grill 1801 Main St 7098 Centerville Rd The employee that sold the tobacco to the underage buyer was cited for the violation under state statue 609.685, this violation is a misdemeanor. I am advising you of the violation since this sale to the underage buyer may also be a violation of your city ordinance. Please feel free to contact me if you have any questions regarding this matter. Sincerely, Matthew Langreck CLPD Tobacco Compliance Officer JUl 0 2 2007 CENTERVILlE, MN 4/ ;'!,. Officer Matthew Langreck, Badge #110 Centennial Lakes Police Department 54 North Road Circle Pines MN 55014 763-784-2501 June 29, 2007 city of Centerville 1880 Main St Centerville MN 55038 city Administrator, During the tobacco sales compliance check that I recently conducted the following businesses in your city that are licensed to sell tobacco failed the check. I directed an underage buyer into this business for the purposes of ensuring that the business is taking the appropriate measures to sell their tobacco products to adults. The businesses that failed the compliance check are listed below. Centermart Sagers Bar and Grill 1801 Main St 7098 Centerville Rd The employee that sold the tobacco to the underage buyer was cited for the violation under state statue 609.685, this violation is a misdemeanor. I am advising you of the violation since this sale to the underage buyer may also be a violation of your city ordinance. Please feel free to contact me if you have any questions regarding this matter. Sincerely, Matthew Langreck CLPD Tobacco Compliance Officer JUL 0 2 2007 CENTERVILLE. MN - -------- - - -- - -- -- - - -- ~------ - - Centerville's Newsletter .FREE KIDS FISHING CONTEST SUNDAY, AUGUST 5, 2007 , A FREE kids fishing contest will be held .on SUnday, August 5, 2007 from 12:00 (noon}-3:00 p.m. at Centerville Lake. Food & Beverage Concessions will be available from 11:00 a.m.-3:oo p.m. Take the kids out for some fun & enjoy the after- , noonl FttE PES LACS/SESQUICENTENNIAL CELE- BRATlON.....THEME "LA VOYAGEURS" AUGUST 3, 4 ... 5, 2007 Please find the endosed flyer regarding this event. You can also Visit the Oty's web site at: .IJtm;1L www.centervillemn.com.for more Infor- mation. Sponsored by Local BusIness Donations, Centerville Uon's & the aty of Centerville. SESQUICENTENNIAL PINS The CIty has purchased commemorative pins marking it's 150th Birthday. Please contact aty Hall at (651) 429-3232 for informa- tion regarding availability and prldng. ns BEEN HOT ... DRY, BUT PLEASE REMEM- BER LAWN . GARDEN WATERING RE- QUIREMENTS Lawn and garden watering may only take place before 10:00 a.m. or after 6:00 p.m. The odd even rule applies for all watering. If your address ends in an even number, you may water only on even numbered days. If your ad- dress ends In an odd number, you may water only on odd numbered days. If you have newly in- stalled sod, you are exempt from this lawn & gar- deJ1 watering requirements for a period of two weeks. The Clty's peak water flow colndd_ with the hottest part of the day when watering Is least effIdent. For that reason the CIty will begin Issuing citations to those that violate the 10:00 8.m. to 6:00 p.m. watering ban. Please do your share by conserving water usage. VISIT m~ cITY's Ct.I:&let~ 16 ~ M~ em INfO'RMATION, Have a safe and enjoyable summer... PARKS ... RECREATION COMMmEE UPDATE' The Committee, Coundl and Staff are working hard to provide residents with amenities that will be util- Ized at 1601 laMotte Drive (Hidden Spring Park). Gazebo, picnic tables, . fire pits and rain gardens prior to Fete des Lacs. The CIty will be' holding a Sesquicentennial/Park Dedication Ceremony on August 4,2007 at 12:00 p.m. In the park. Lemonade will be sold by La Compagnie, a re-enactment troupe (early settlers/fur traders). Many local dignitar- ies will be on hand and hope- fully many residents will. be present to enjoy. the new, tranquil site. PARKS'" RECREAnON COMMmEE OPEN- INGS (2) . PLANNING'" ZONING COMMIS- SION OPENINGS (1) Y9U too could become Involved In your community and take pride In being a part of planning local park amenities, programs, future trails and future . parks. The Committee has two (2) seats that are avail- able and just waiting for en- thusiastic IndMduals to par- t1dpate. The Committee meets the first Wednesday of each month. The Commission has one (1) seat available. The CommIssion currently Is working on the Clty's ComprehensIVe (10 Year) Plan. The Commission meets the first Tuesday of each month. If you are interested, please contact CIty Hall at (651) 429-3232. NEW DRIVEWAY, SEALCOATlNG OR GRAD PARTY? DON'T GET A PARKING TICKET-PARKING PERMITS ARE FREEl Did you know that parking on the streets betWeen the hours of 3:00a.m. and 7:00 a.m. Is prohib- ited? Old you know that Centerville's parking per- mits are free? ' If you antldpate <Ii) that you will have overnight guest{s) or. )00' own whlde .... .......... wlIIbe tEmPO- rarily parked In the street, please contact Oty Hall be- tween the hours of 8:00 a.m. and 4:00 p.m. M 0 n day through Friday and we will be happy to provide you with a free parking permit. lust provide us with the registered. owner, year, make, model, color and license plate number. I I I I I I I Page 2 STOP BY THE ANOKA COUNTY FAIR FOR SOME GREAT LOCAL TALENT, FOOD, GAMES, EXHIBITS .. MIDWAY FUN Countr FaIrgrounds, 32GO st. francis Blvd. NoW., ~MN The fair takes place July 24 through July 29,2007. Additional Information may be obtained by visiting their website at: htI;p:/Iwww.anokacountvfalr.com/. IT'S GEnlNG CLOSE TO STATE FAIR lIME State FaIrgnJunds, 1265 N. SneDJng Awenue, st. PaaJ, MN The Minnesota State Fair Is Au- gust 23 through September 3, 2007. Additional information may be obtained by visiting their web site at: ~ www.mnstatefair.or,g. RIC~ CREEK CHAIN OF LAKES COMPOST sm The Rice. Creek Chain of Lakes Compost SIte is located at n01 Main Street, Uno Lakes. Minnesota. New this year- fees. Please contact (763) 323-5734 or visit their website at: http://www.co.anoka.mn.uslv2 dept/iwmlvard-tree- waste~aspx. Please note that with the dosing of County Road 14 (CSAH14) the following detour could provide some delays. Site hours are Oosed Mon., Wed., & Fridays; Open Tues. & Thurs. 10:00 a.m.-7:oo p.m. (or SUnset, If ear- lier); Open Sat. 9:00 a.m.-5:oo p.m. & Open Sun. 12:00 -p.m.---'5:oop.m. - HOUSEHOLD HAZARDOUS WASTE FAClUTY The Household Hazardous Waste Fadllty may be contacted at (763) 323-5730; and Is located at 3230 - 101st Avenue Northeast, Blaine. Please visit htto:/Iwww.co.anoka.mn.usl v2 deotliwmlhhw.aspx for additional information Their hours are as follows (AprlI1~ber 31, 2007): Wednesdays 2:00 p.m. to 8:00 p.m. Fridays 9:00 a.m. to 3:00 p.m. Saturdays 9:00 a.m. to 3:00 p.m. Please take the time to do the right thing rather than just pladng these items in the regular trash. We. all must do our partl ----------------'---------- - -~---- ----- ------------ Centerville's Newsletter COUNTY ICIlY WIDE CURFEW Ages 12 & Under: No later than 9:00 p.m. on Sunday through ThUrsday No later than 10:00 p.m. on friday and Saturday Ages 12 to 14: No later than 10:QO p.m. on Sunday through ThUrsday No later than 11:00 p.m. on friday and Saturday Ages 15 to 17: No later than 11:00 p.m. on Sunday through Thursday No later than 12:01 p.m. on Friday and Saturday SAFElY CAMP, THURSDAY, AUGUST 9, 2007 Rice. uke Elementary School This one-day camp will Increase your child's knowl- edge and awareness of all aspects of safety. The camp indudes sessions on bike safety, fire safety, 911 procedure, water safety, personal safety, electrical safety, outdoor safety and first aid - all in an informative and fun atmosphere. Safety Camp Is Intended for children entering 4th grade the fall of 2007. Cost Is $10/child. Scholarships are available. Please call 651-784-7472 for more information. Enrollment is limited, so register early. Additional information may be-obtained by visiting theClWs Web- site at: http://www.centervillemn.com. COUNCIL CON11NUES TO WORK WITH THE BEARD GROUP FOR DOWNTOWN REDEVELOPMENT Coundl is continuing to work with the Beard Group on a devel- oper's agreement. It is antldpated that a contract with be signed nand Phase L oUbe project wiUbegin- iA--earlv-2008. -:-PIease-am-- tact Rnance Director, John Meyer at: (651) 429-3232 x 11 for additional Information. GARDEN POT RECYCUNG-SEPTEMBER 22 .. 23, 2007 (9:00 a.m.-3:00 p.m.) The locations below welcome your used garden pots: Bachman's Acral & Garden Center-2600 White Bear Avenue N. (651) nO-0513 Under's Garden Center & Greenhouse-270 W. Larpenteur, St Paul (651)~1927 . Mlckman Brothers-14630 Highway 65, Ham Lake (763) 4344047 2ND ANNUAL FALL GARAGE SALE DAYS SEPTEMBER 21 .. 22, 2007 Please contact CIty Hall If you desire to register via telephone and ask for the CIty Clerk, visit the Clty's web site for a registration form that can be completed on-line and forwarded to: tbender@centervlllemn.com. Deadline for registration Is September 17, 2007. For dean-up days Information, please also visit the Clty's webslte at: htto:/Iww.centervlllemn.com. HAVE YOU HEARD ABOUT codeREADY? Get prepared-that's what codeReady Is all about. ~s a statewide Initiative created to help all Minnesotans be In- fonned, organized and connected on emergency prepa~~ ness. VIsIt: http://WW.codeready.org/getprepared.cfm for more Info. 17th Annual "Fete des Lacs" . . August 3, 4 and 5, 2007 "La Voyageurs'1 theme for 160 years of Centervillef CentervlUe Uons "Fete des Lacs" Raffle Tickets are $5 a chance. Drawing is Saturday, August 4. on the Mainstage at Laurie LaMotte Memorial Park. New, 2007 Polaris "Sawtooth. 4x2 4-Wheeler, 42" Plasma HDTV and a $750 VISA Shopping Card! Friday, August 3 (1) Medallion Hunt Sponsored by All Around Rental with a $250 Prlzel First Clue at All Around Rental at 5pm. Limited Festival Button needed to receive Clues and Prize. Mama and Pedro's Tacos. 6pm-10pm Girt Scout Trooo 1970 Com Feed, 6pm-10pm All-star City Softball Game. 7pm Battle of the Teen Bands, Non-Alcohol and Free, 6pm-8pm Street Dance, "MlsterMeaher" on the Mainstage, Festival Button or $10, 8pm-Midnight SesQuicentennial Fireworks. 10pm Food Concessions, Beverages, Draft Beer and Wine Coolers, 5pm-11:30pm Saturday, August 4 CitY Festival Parade. 10am (3) Softbatr Tournament Cash Priz~, 9ant-6pm (1) Hidden SorIna Park Dedication with Minnesota Officials and Centerville Officials, Noon..1 pm (1) Receotion for Minnesota Officials. St Genevieve Community Center. 1 pm-2pm Free Inflatable Kid's Rides, 12 years and younger, Noon-6pm Lorenz Dance Line Show. Noon-1pm Festival Craft Show and Business ExDc), Noon-5pm (2) Centerville Lions Car Show, Noon-4pm Mama and Pedro's Tacos~ Noon until gone Girl Scout Tr'OOD 1970 Corn Feed. Noon until gQne (1) "La Comoaanie" Vovaaeur Show. Hidden Spring Park on Centerville Lake, 1pm-5pm Battle of the Boards by Ollie & Co., $5 to Compete for Prizes, Free Audience "Product Toss", 2pm-4pm Street Dance. ''Trout'' followed by "Uncle Chunk" on the Mainstage, Festival Button or $10, 5pm to 1 am sesQuicentennial Fireworks. 10pm Centerville Lions "Fete des Lacs" Raffle Drawina. 1 0:30pm Food COncessions, Beverages. Draft: Beer and Wine Coolers. 10am-12:30am Sunday, August 5 (3) Softball Tournament. Playoff Games, 9am-5pm (1) Free KIds FishIng Contest Peltier Lake Dam Area, Many Sponsors and G.reat Prizesl Noon-3pm (1) "La Comoaanie" Vovaaeur Show. Hidd$nSpring Park on Centerville Lake, NQon-4pm Polka With Joe Glowacki on the Mainstage, Everybody Polka for Free, Noon-4pm Food Concessions, Beverages, Draft Beer and Wine Coolers, 1 Oam-6pm Festival Buttons are Vatld for the MedalUon Hunt and the Street Dances Frlday and Saturday; ValldlD required for Alcohol. Limited Festival Fundraislng Buttons for $10 wt1l be avaDable at Comer Express, Sager'&, Trio Inn, Center Mart. Wiseguys Pizza and All Around Rental through the business day August 2 or until sold out. Buttons, if they're stili available August 3, can only be PUrchSsed in LauriEl laMotte MemoriSl Park at the Lion Contes$lOn TraIIer&. TICkets Will be iSsUed In 'place of Buttons if needed. (1) All events are atlaurte LaMOftl!!l Memorial Park, unJe$S noted. (2) Entry pre-registratlon needed, eaD Terry at 651-653-1830 for details. (3) Team pre-reglstratfon needed. Call BrI$1. at 651-428--8647 for <I_lis. *AII Events and TImes are subject to Change and Bad Weather, sorry no Refunds. "Centennial Lakes Police Department will be strictly enforcing all laws. Organized by the City of CentervUle and the CenterviDe LIons Club~ Thank you for your support.