RES 2026-58 Approving a Development Contract for Jacobs Plat Second AdditionCITY OF OTSEGO
COUNTY OF WRIGHT
STATE OF MINNESOTA
RESOLUTION NO: 2025-58
APPROVING A DEVELOPMENT CONTRACT FOR
JACOBS PLAT SECOND ADDITION
WHEREAS, Endeavor Investments XII, LLC (the "owner") is proposing the final plat of Jacobs Plat Second Addition; and
WHEREAS, a final plat for the development was approved by the City Council on 28 July 2026; and
WHEREAS, Section 10-10-4.A of the Subdivision Ordinance requires the developer to execute a development contract to
provide the City construction and warranty securities for the public and private improvements and to provide the City
various remedies if the developer breaches the terms and conditions of said agreement; and
WHEREAS, those obligations are outlined and memorialized in the attached Development Contract.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA THAT:
The Development Contract attached hereto between the City of Otsego and Endeavor Investments XII, LLC is hereby
approved in form subject to modification of fees, charges, and securities as approved by City staff.
2. The Mayor and City Clerl< are hereby authorized to execute the Development Contract on behalf of the City of Otsego.
(remainder of page blank; signatures follow)
ADOPTED by the City Council of the City of Otsego this 27th day of July, 2026.
MOTION BY: Dunlap
SECONDED BY: Tanner
IN FAVOR: Stockamp, Dunlap, Goede, Lund, and Tanner
OPPOSED: none
CITY OF OTSEGO
a"~4�m- U-,-a
Jessica L. Stockamp, Ma r
ATTEST:
Audra Etzel, City Clerk
D _ TED
(reserved for recording information)
DEVELOPMENT CONTRACT
(Developer Installed Improvements)
JACOBS PLAT SECOND ADDITION
CONTRACT dated , 2026, by and between the CITY OF OTSEGO, a
Minnesota municipal corporation ("City"), and ENDEAVOR INVESTMENTS XII, LLC, a Delaware limited
liability company (the "Developer")
1. REQUEST FOR PLAT APPROVAL. The Developer has asked the City to approve a plat for
JACOBS PLAT SECOND ADDITION (referred to in this Contract as the "plat"). The land is situated in the
County of Wright, State of Minnesota, and is legally described as:
Lot 1, Block 1, and Outlot A, Jacobs Plat, Wright County, Minnesota, according to the
recorded plat thereof.
[To be platted as Jacobs Plat Second Addition, Wright County, Minnesota].
2. CONDITIONS OF PLAT APPROVAL. The City hereby approves the plat on condition that
the Developer enter into this Contract, furnish the security required by it, and record the plat with the County
Recorder or Registrar of Titles within one hundred (100) days after the City Council approves the final plat.
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3. RIGHT TO PROCEED. Within the plat or land to be platted, the Developer may not grade or
otherwise disturb the earth or remove trees, unless a grading permit has been approved by the City
Engineer following approval of a preliminary plat by the City Council, construct sewer lines, water lines,
streets, utilities, public or private improvements, or any buildings until all the following conditions have been
satisfied: 1) this contract has been fully executed by both parties and filed with the City Clerk, 2) the
necessary security has been received by the City, 3) the necessary insurance for the Developer and its
construction contractors has been received by the City, and 4) the plat has been filed with the Wright County
Recorder or Registrar of Titles' office.
4. PHASED DEVELOPMENT. If the plat is a phase of a multi -phased preliminary plat, the City
may refuse to approve final plats of subsequent phases if the Developer has breached this Contract and the
breach has not been remedied. Development of subsequent phases may not proceed until Development
Contracts for such phases are approved by the City. Park dedication charges referred to in this Contract are
not being imposed on outlots, if any, in the plat that are designated in an approved preliminary plat for future
subdivision into lots and blocks. Such charges will be calculated and imposed when the outlots are final
platted into lots and blocks.
5. PRELIMINARY PLAT STATUS. If the plat is a phase of a multi -phased preliminary plat, the
preliminary plat approval for all phases not final platted shall lapse and be void unless final platted into lots
and blocks and outlots, within two (2) years after preliminary plat approval.
6. CHANGES IN OFFICIAL CONTROLS. For five (5) years from the date of this Contract, 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 state or
federal law or agreed to in writing by the City and the Developer. Thereafter, notwithstanding anything in this
Contract to the contrary, to the full extent permitted by state law, the City may require compliance with any
amendments to the City's Comprehensive Plan, official controls, platting or dedication requirements enacted
after the date of this Contract.
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7. CONTRACTORS/SUBCONTRACTORS. City Council members, City employees, and City
Planning Commission members, and corporations, partnerships, and other entities in which such
individuals have greater than a twenty-five percent (25%) ownership interest or in which they are an officer
or director may not act as contractors or subcontractors for the public improvements identified in
Paragraph 6 above.
.8. DEVELOPMENT PLANS. The plat shall be developed in accordance with the following
plans. The plans shall not be attached to this Contract. The plans may be prepared, subject to the City
Engineer's approval, after entering the Contract, but before commencement of any work in the plat. The City
Engineer may approve minor amendments to Plans without City Council approval. If the plans vary from the
written terms of this Contract, the written terms shall control. The plans are:
Plan A - Plat
Plan B - Final Grading, Drainage, and Erosion Control Plan
Plan C - Plans and Specifications for Public Improvements
Plan D - Landscape Plan
9. IMPROVEMENTS. The Developer shall install and pay for the following:
A. Storm Sewer System
B. Concrete Curb and Gutter
C. Site Grading, Stormwater Treatment/Infiltration Basins, and Erosion Control
D. Setting of Iron Monuments
E. Surveying and Staking
F. Landscaping
The improvements shall be installed in accordance with the City subdivision ordinance; City standard
specifications for utility and street construction; and any other ordinances including Chapter 6 of the City
Code concerning erosion and sediment control. The Developer shall submit plans and specifications which
have been prepared by a competent Minnesota registered professional engineer to the City for approval by
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the City Engineer. 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 meets the approved City standards as a condition of City acceptance. In
addition, the City may, at the City's discretion and at the Developer's expense, have one or more City
inspectors and a soil engineer inspect the work on a full or part-time basis. The Developer, its contractors
and subcontractors, shall follow all instructions received from the City's inspectors. The Developer's
engineer shall provide for on -site project management. The Developer's engineer is responsible for design
changes and contract administration between the Developer and the Developer's contractor. The Developer
or its engineer shall schedule a pre -construction meeting at a mutually agreeable time at the City with all
parties concerned, including the City staff, to review the program for the construction work. Within thirty (30)
days after the completion of the improvements and before the security is released, the Developer shall
supply the City with a complete set of reproducible "as -constructed" plans and an electronic file of the "as -
constructed" plans in an AutoCAD .DWG file or a .DXF file, all prepared in accordance with City standards.
In accordance with Minnesota Statutes 505.021, the final placement of iron monuments for all lot
corners must be completed before the applicable security is released. The Developer's surveyor shall also
submit a written notice to the City certifying that the monuments have been installed following site grading,
utility and street construction.
10. PERMITS. The Developer shall obtain or require its contractors and subcontractors to
obtain all necessary permits, which may include:
A. Wright County for County Road Access and Work in County Rights -of -Way
B. MnDot for State Highway Access
C. MnDot for Work in Right -of -Way
D. Minnesota Department of Health for Watermains
E. MPCA NPDES Permit for Construction Activity
F. MPCA for Sanitary Sewer and Hazardous Material Removal and Disposal
G. DNR for Dewatering
H. City of Otsego for Building Permits, Retaining Walls, Irrigation
I. MDH for water permits
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J. MPCA for sewer extension
11. DEWATERING. Due to the variable nature of groundwater levels and stormwater flows, it
will be the Developer's and the Developer's contractors and subcontractors responsibility to satisfy
themselves with regard to the elevation of groundwater in the area and the level of effort needed to
perform dewatering and storm flow routing operations. All dewatering shall be in accordance with all
applicable county, state, and federal rules and regulations. DNR regulations regarding appropriations
permits shall also be strictly followed.
12. TIME OF PERFORMANCE. The Developer shall install all required public improvements by
November 30, 2027.
13. LICENSE. The Developer hereby grants the City, its agents, employees, officers and
contractors a license to enter the plat to perform all work and inspections deemed appropriate by the City in
conjunction with plat development.
14. EROSION CONTROL. Prior to initiating site grading, the erosion control plan, Plan B, shall
be implemented by the Developer and inspected and approved by the City. The City may impose additional
erosion control requirements if they would be beneficial. All areas disturbed by the grading operations shall
be stabilized per the MPCA Stormwater Permit for Construction Activity. Seed shall be in accordance with
the City's current seeding specification which may include temporary seed to provide 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 MPCA Stormwater Permit for Construction Activity or with the erosion control plan and
schedule or supplementary instructions received from the City, the City may take such action as it deems
appropriate to control erosion. The City will endeavor to notify the Developer in advance of any proposed
action, but failure of the City to do so will not affect the Developer's and City's rights or obligations
hereunder. If the Developer does not reimburse the City for any cost the City incurred for such work within
ten (10) days, the City may draw down the letter of credit to pay any costs. No development, utility or street
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construction will be allowed and no building permits will be issued unless the plat is in full compliance with
the approved erosion control plan.
15. GRADING. The plat shall be graded in accordance with the approved grading development
and erosion control plan, Plan "B". The plan shall conform to City of Otsego specifications. Within thirty (30)
days after completion of the grading, the Developer shall provide the City with an "as -constructed" grading
plan certified by a registered land surveyor or engineer that all storm water treatment/infiltration basins and
swales, have been constructed on public easements or land owned by the City. The "as -constructed" plan
shall include field verified elevations of the following: a) cross sections of storm water treatment/infiltration
basins; b) location and elevations along all swales, wetlands, wetland mitigation areas if any, locations and
dimensions of borrow areas/stockpiles, and installed "conservation area" posts; and c) lot corner elevations,
and all other items listed in City Code.
The Developer shall provide the City a security in the amount of $53,730.00 to guarantee
compliance with the erosion control and grading requirements and the submittal of an as -built certificate of
survey. Prior to the release of the required grading and erosion control security, an as -built certificate of
survey must be submitted to verify that the final as -built grades and elevations of the specific lot are
consistent with the approved grading plan for the development, and amendments thereto as approved by the
City Engineer, and that all required property monuments are in place. If the final grading, erosion control
and as -built survey is not timely completed, the City may enter the lot, perform the work, and apply the
cash escrow toward the cost. Upon satisfactory completion of the grading, erosion control and as -built
survey, the escrow funds, without interest, less any draw made by the City, shall be returned to the person
who deposited the funds with the City.
16. CLEAN UP. The Developer shall clean dirt and debris from streets that has resulted from
construction work by the Developer, subcontractors, their agents or assigns. Prior to any construction in the
plat, the Developer shall identify in writing a responsible party and schedule for erosion control, street
cleaning, and street sweeping.
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17. OWNERSHIP OF IMPROVEMENTS. Upon completion of the work and construction
required by this Contract and final acceptance by the City, the- public improvements lying within public
easements shall become City property without further notice or action.
18. 65th STREET. The Developer is required to improve 65th Street abutting the plat to an
industrial street (Standard Plate No. 114), including a trail on the south side of 65th Street, water, sewer and
storm sewer utilities ("65th Street Project"). The Developer requests that the City construct the 65th Street
Project pursuant to plans to be prepared by the City and specially assess all costs associated with the
portion of 65th Street Project abutting Lot 1, Block 1 of the plat, currently estimated at $1,407,096.71, to Lot
1, Block 1 of the plat. Prior to recording the plat, Developer/Owner and the City must enter into a Public
Improvement and Special Assessment Agreement ("65th Street Assessment Agreement") for the costs
associated with 65th Street Project for the portion of the 65th Street abutting Lot 1, Block 1 of the plat. The
65th Street Assessment Agreement must be recorded simultaneously with the Development Contract. To the
extent that the total project cost for 65th Street Project abutting the plat exceeds the original amount
assessed for the 65th Street Project under the 65th Street Assessment Agreement, the Developer shall
reimburse the City for such excess costs for the portion of the plat within the 65th Street Project within thirty
(30) days of the receipt of the City's invoice for the costs. Any violation of the terms and conditions of the
Public Improvement and Special Assessment Agreement shall also constitute a breach of this Development
Contract.
19. SANITARY SEWER AVAILABILITY CHARGES. The Developer shall pay to the City the
required sanitary sewer availability charges. The sanitary sewer availability charge is calculated as follows
17.91 acres x 3.5 REC/acre x $3,171.00 = $198,774.14
The Developer/Owner requests that City specially assess the sanitary sewer availability charge
against Lot 1, Block 1 of the plat. The Developer/ Owner and City will simultaneously with the execution of
this Contract, enter into a separate Public Improvement and Special Assessment Agreement for sanitary
sewer availability charges ("Assessment Agreement"). The Assessment Agreement must be recorded
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simultaneously with the plat. This Development Contract requires compliance with the Assessment
Agreement. Any violation of the terms and conditions of the Assessment Agreement shall also constitute a
breach of this Development Contract.
20. WATER AVAILABILITY CHARGES. The Developer shall pay to the City the required
water availability charge. The water availability charge is calculated as follows:
17.91 acres x 3.5 REC/acre x $4,596.00 = $288,100.26
The Developer/Owner requests that City specially assess the water availability charge against Lot 1,
Block 1, of the plat. The Developer/ Owner and City will simultaneously with the execution of this Contract,
enter into the Assessment Agreement for sanitary sewer availability charges. The Assessment Agreement
must be recorded simultaneously with the plat. This Development Contract requires compliance with the
Assessment Agreement. Any violation of the terms and conditions of the Assessment Agreement shall also
constitute a breach of this Development Contract.
21. CONSTRUCTION ACCESS. Construction traffic access and egress for grading, public utility
construction, and public street construction is restricted to access the subdivision as approved by the City
Engineer.
22. PARK DEDICATION. The Parks System Master Plan does not identify land within the area
of the subject site for acquisition by the City for park purposes. As such, park dedication requirements are to
be satisfied by the Developer by a cash fee in lieu of land as provided for by Section 11-8-15.1 of the
Subdivision Ordinance in the amount of $43,306.38. The Park Dedication Fee is to be calculated and paid
at the time this agreement is executed. The fee is calculated as follows:
Lot 1, Block 1 = 17.91 Acres x $2,418.00/Acre = $43,306.38
23. LANDSCAPING. Landscaping (and screening fence) shall be installed in accordance with
the approved landscape plan. The Developer shall post a $123,045.00 landscaping security and
$221,921.00 security for fence installation at the time of final plat approval to ensure that the landscaping
and screening fence is installed in accordance with the approved plan.
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24. SPECIAL PROVISIONS. The following special provisions shall apply to plat development:
A. Implementation of the conditions listed in City Resolution approving the final plat of Jacobs Plat
Second Addition.
B. The Subject Property shall be developed in accordance with the site and building plans submitted
to the City subject to the stipulations, limitations, and conditions as approved by the City Council
in accordance with Section 11-9-4 of the Zoning Ordinance.
C. Screening:
1. The landscape plan, including type of plantings, quantities, and sizes shall comply the
requirements of Section 11-19-3 of the Zoning Ordinance, subject to review and approval of
the Zoning Administrator.
2. The minimum height for coniferous trees to be planted for screening purposes shall be six
(6) feet measured to the base of the leader.
3. The Developer shall provide for landscape screening, subject to review and approval of the
Zoning Administrator, through a combination of berms, fence and landscaping along 65tn
Street and within Outlot A as shown on the submitted plans to a minimum height of fourteen
(14) feet.
4. The Developer shall obtain a fence permit prior to installation of any fences within the Subject
Property, subject to review and approval of the City Engineer.
D. The specifications for the outdoor storage area surface and curb are subject to review and
approval of the City Engineer.
E. Movement of building materials into, out of, or within the outdoor storage area shall be prohibited
between the hours of 10:00 PM and 7:OOAM each day.
H. All on -site equipment (e.g, forklifts) shall be equipped only with a reverse signal alarm that
utilizes an alternative to a single -tone type that complies with Occupational Safety and Health
Administration regulations.
I. All exterior lighting shall comply with Section 11-16-6 of the Zoning Ordinance, subject to review
and approval of the Zoning Administrator.
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J. Waste or recycling shall be stored within the principal building or any outdoor storage in
compliance with Section 11-18-4.0 of the Zoning Ordinance, subject to review and approval of
the Zoning Administrator.
K. All signs on the Subject Property shall comply with Chapter 37 of the Zoning Ordinance and
require issuance of a sign permit prior to installation, subject to review and approval of the Zoning
Administrator.
L. All utility plans are subject to review and approval of the City Engineer.
M. All grading, drainage, and erosion control plans and issues shall be subject to review and
approval by the City Engineer.
N. All easements shall be subject to review and approval by the City Engineer; the Developer shall
dedicate a drainage and utility easement over Outlot A, of the plat, as required for stormwater
management purposes for the 65th Street improvement, subject to review and approval by the
City Engineer,
O. The Developer shall pay an escrow for the preparation of record construction drawings and City
base map updating. This fee is $250.00 per lot for a total charge of $250.00.
P. The Developer is required to submit the final plat in electronic format. The electronic format shall
be either AutoCAD.DWG file or a .DXF file. All construction record drawings (e.g., grading,
utilities, streets) shall be in electronic format in accordance with standard City specifications.
Q. The owner of Lot 1, Block 1, of the plat, shall be required, at their cost, to abandon the
temporary sewer connection to Queens Avenue and connect to permanent sewer utilities at
65th Street at such time as service is available to the lot as determined by the City Engineer
25. CONSTRUCTION ADMINISTRATION AND FEES FOR CITY SERVICES. The Developer
shall pay a fee for consulting planning and engineering administration following approval of the Plat. City
planning and engineering administration will include consultation with Developer and its engineer on status or
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problems regarding the project, monitoring during the warranty period, general administration and processing
of requests for reduction in security. Fees for this service shall be the actual amount billed for those services
In the event of prolonged construction or unusual problems, the City will notify the Developer of anticipated
cost overruns for planning and engineering administration and observation services. Any amounts for
planning and engineering administration not utilized from this escrow fund shall be returned to the Developer
when all improvements have been completed and all financial obligations to the City satisfied.
The escrow and fee account shall also include estimated fees for Legal expenses actually
incurred (with any excess funds, if any, returned to Developer as indicated in this Contract), City
Administrative Fee (a flat fee due upon execution of this Agreement), Water and Sewer Access Charges (a
flat fee due upon execution of this Agreement), Park Dedication Fees (a flat fee due upon execution of this
Agreement), and shall be as stated by the Financial Summary.
This escrow amount shall be submitted to the City prior to the City executing this Agreement. All
administrative and legal fees related to plan review, drafting of this Agreement and any other necessary items
shall be paid to the City prior to execution of this Agreement. Any amounts for planning, legal, and
engineering not utilized from this escrow fund shall be returned to the Developer when all improvements have
been completed, all financial obligations to the City satisfied, and the required "as constructed" plans have
been received by the City.
All other amounts listed as flat fees are non-refundable and available immediately for City use
when posted.
26. SECURITY. To ensure compliance with the terms of this Contract, and construction of all
public improvements, payment of special assessments, and satisfaction of all other obligations, the Developer
shall furnish the City with a cash escrow or Irrevocable Standby Letter of Credit with automatic renewal
provisions in the amount as required under this Contract. Except as otherwise provided under this
Agreement, the security amount shall be one hundred twenty five percent (125%) of the City Engineer's
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estimated cost of all public improvements and/or private improvements required by the Subdivision Ordinance
or Zoning Ordinance.
The issuer and form of the security (other than cash escrow) shall be subject to City approval in its
reasonable discretion. The security shall be issued by a banking institution in good standing as determined
by the City and approved by the City Administrator. The City shall have the ability to draw on the security at a
bank or branch bank located within fifty (50) miles of the City Hall. The security shall contain an automatic
renewal provision and shall not expire until all the Development is complete and fully and finally accepted by
the City, and all terms of this Contract are satisfied.
The City may draw down the security, on five (5) business days written notice to the Developer, for
any violation of the terms of this Contract or without notice if the security is allowed to lapse prior to the end
of the required term. If the required public improvements are not completed at least thirty (30) days prior to
the expiration of the security, the City may also draw it down without notice. If the security is drawn down,
the proceeds shall be used to cure the default.
Upon receipt of proof satisfactory to the City that work has been completed and financial obligations to
the City have been satisfied, with City approval not to be unreasonably withheld or delayed, the security shall
be reduced from time to time in proportion to the work completed, but not below ten percent (10%) which is
the amount of the warranty security. For purposes of this Section, the warranty period shall be a twelve (12)
month period after the applicable work has been completed.
This security amount shall be submitted to the City prior to execution of the Contract. All
administrative, planning, engineering, and legal fees related to plan review, drafting of this Contract and any
other necessary items shall be paid to the City prior to execution of the Contract. Upon completion of the
work contemplated hereunder and expiration of the warranty period, the remaining security shall be promptly
released to Developer.
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27. SUMMARY OF SECURITY REQUIREMENTS. The amount of the security described above
is $498,370.00, calculated as follows:
CONSTRUCTION COSTS:
A. Grading
$53,730,00
B. Landscaping
123,045.00
C. Fence
$221,921.00
CONSTRUCTION SUB -TOTAL
$398,696.00
OTHER COSTS:
OTHER COSTS SUB -TOTAL
$0.00
TOTAL — SUBTOTAL
$398,696.00
IRREVOCABLE LETTER OF CREDIT
FOR ABOVE SECURITY (125% OF SUBTOTAL) $498,370.00
TOTAL IRREVOCABLE LETTER OF CREDIT $498,370.00
ESCROW
A. City Legal Expenses ($1,500.00 minimum) $1,500.00
B. City Construction Observation ($10,000.00 minimum) 10,000.00
C. GIS Data Entry Fee $250.00
ESCROW TOTAL $110750.00
This breakdown is not a restriction on the use of the security.
28. SUMMARY OF CASH REQUIREMENTS. The following is a summary of the cash
requirements under this Contract which must be furnished to the City prior to the City Council signing the
final plat:
A. City Administrative ($1,500.00 minimum)
B. Park Dedication
C. Sewer Availability Charges (SAC)
D. Water Availability Charges
TOTAL CASH REQUIREMENTS
TOTAL CASH PAID UPON APPROVAL
* To be paid through Assessment Agreement
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$1,500.00
43, 306.38
$198,774.14*
$288,100.26*
$531,680.78
$44,806.38
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29. RESPONSIBILITY FOR COSTS.
A. Except as otherwise specified herein, the Developer shall pay all costs incurred by it or the City in
conjunction with the development of the plat, including but not limited to legal, planning,
engineering and construction observation inspection expenses incurred in connection with
approval and acceptance of the plat, the preparation of this Contract, review of construction plans
and documents, and all costs and expenses incurred by the City in monitoring and inspecting
development of the plat.
B. The Developer shall hold the City and its officers, employees, and agents harmless from claims
made by itself and third parties for damages sustained or costs incurred resulting from plat
approval and development. The Developer shall indemnify the City and its officers, employees,
and agents for all costs, damages, or expenses which the City may pay or incur in consequence
of such claims, including attorneys' fees.
C. The Developer shall reimburse the City for costs incurred in the enforcement of this Contract,
including planning, engineering, and attorneys' fees.
D. The Developer shall pay, or cause to be paid when due, and in any event before any penalty is
attached, all special assessments referred to in this Contract. This is a personal obligation of the
Developer and shall continue in full force and effect even if the Developer sells one or more lots,
the entire plat, or any part of it.
E. The Developer shall pay in full all bills submitted to it by the City for obligations incurred under
this Contract within thirty (30) days after receipt. If the bills are not paid on time, the City may halt
plat development and construction until the bills are paid in full. Bills not paid within thirty (30)
days shall accrue interest at the rate of eighteen percent (18%) per year. Additionally, the
Developer shall pay in full all bills submitted to it by the City prior to any reductions in the security
for the development.
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F. In addition to the charges and special assessments referred to herein, other charges and special
assessments may be imposed such as but not limited to sewer availability charges ("SAC"),
water availability charges (WAC),sewer connection fees, water connection fees, and building
permit fees.
30. DEVELOPER'S DEFAULT. In the event of default by the Developer as to any of the work to
be performed by it hereunder, the City may, at its option, perform the work and the Developer shall promptly
reimburse the City for any expense incurred by the City, provided the Developer, except in an emergency as
determined by the City, is first given notice of the work in default, not less than forty-eight (48) hours in
advance. This Contract is a license for the City to act, and it shall not be necessary for the City to seek a
Court order for permission to enter the land. When the City does any such work, the City may, in addition to
its other remedies, assess the cost in whole or in part.
31. MISCELLANEOUS.
A. The Developer, represents to the City that the plat complies with all city, county, state, and federal
laws and regulations, including but not limited to: subdivision ordinances, zoning ordinances, and
environmental regulations. If the City determines that the plat does not comply, the City may, at
its option, refuse to allow construction or development work in the plat until the Developer does
comply. Upon the City's demand, the Developer shall cease work until there is compliance.
B. Third parties shall have no recourse against the City under this Contract.
C. Breach of the terms of this Contract by the Developer shall be grounds for denial of building
permits, including lots sold to third parties.
D. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this Contract is for
any reason held invalid, such decision shall not affect the validity of the remaining portion of this
Contract.
E. If building permits are issued prior to the acceptance of public improvements, the Developer
assumes all liability and costs resulting in delays in completion of public improvements and
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damage to public improvements caused by the City, Developer, its contractors, subcontractors,
material men, employees, agents, or third parties. No sewer and water connections or
inspections may be conducted and no one may occupy a 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 Contract. To be binding, amendments or waivers shall be in writing, signed by the parties
and approved by written resolution of the City Council. The City's failure to promptly take legal
action to enforce this Contract shall not be a waiver or release.
G. This Contract shall run with the land and may be recorded against the title to the property. In the
event this Contract is recorded, upon request by Developer, the City covenants to provide a
recordable Certificate of Completion within a reasonable period of time following the request,
upon the completion of the work and responsibilities required herein, payment of all costs and
fees required and compliance with all terms of the Contract. A release of this Contract may be
provided in the same manner and subject to the same conditions as a Certificate of Completion
provided there are no outstanding or ongoing obligations of Developer under the terms of this
Contract. The Developer covenants with the City, its successors and assigns, that the Developer
is well seized in fee title of the property being final platted and/or has obtained consents to this
Contract, 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 final platted; and that the Developer will
indemnify and hold the City harmless for any breach of the foregoing covenants.
H. Insurance. Prior to execution of the final plat, Developer and its general contractor shall furnish
to the City a certificate of insurance showing proof of the required insurance required under this
Paragraph. Developer and its general contractor shall take out and maintain or cause to be
taken out and maintained until six (6) months after the City has finally accepted the public
16
239392v12
Jacobs Plat Second Addition
improvements, such insurance as shall protect Developer and its general contractor and the
City for work covered by the Contract including workers' compensation claims and property
damage, bodily and personal injury which may arise from operations under this Contract,
whether such operations are by Developer and its general contractor or anyone directly or
indirectly employed by either of them. The minimum amounts of insurance shall be as follows:
Commercial General Liability (or in combination with an umbrella policy)
$2,000,000 Each Occurrence
$2,000,000 Products/Completed Operations Aggregate
$2,000,000 Annual Aggregate
The following coverages shall be included:
Premises and Operations Bodily Injury and Property Damage
Personal and Advertising Injury
Blanket Contractual Liability
Products and Completed Operations Liability
Automobile Liability
$2,000,000 Combined Single Limit — Bodily Injury & Property Damage
Including Owned, Hired & Non -Owned Automobiles
Workers Compensation
Workers' Compensation insurance in accordance with the statutory requirements of the
State of Minnesota, including Employer's Liability with minimum limits are as follows:
• $500, 000 — Bodily Injury by Disease per employee
• $500, 000 — Bodily Injury by Disease aggregate
• $500, 000 — Bodily Injury by Accident
The Developer's and general contractor's insurance must be "Primary and Non -Contributory".
All insurance policies (or riders) required by this Contract shall be (i) taken out by and
maintained with responsible insurance companies organized under the laws of one of the
states of the United States and qualified to do business in the State of Minnesota, (ii) shall
name the City, its employees and agents as additional insureds (CGL and umbrella only) by
endorsement which shall be filed with the City and (iii) shall identify the name of the plat. A
copy of the endorsement must be submitted with the certificate of insurance.
Developer's and general contractor's policies and Certificate of Insurance shall contain a
provision that coverage afforded under the policies shall not be cancelled without at least thirty
17
239392vl2
Jacobs Plat Second Addition
(30) days' advanced written notice to the City, or ten (10) days' notice for non-payment of
premium.
An Umbrella or Excess Liability insurance policy may be used to supplement Developer's or
general contractor's policy limits on a follow -form basis to satisfy the full policy limits required
by this Contract.
I. Indemnification. To the fullest extent permitted by law, Developer agrees to defend,'indemnify
and hold harmless the City, and its employees, officials, and agents from and against all
claims, actions, damages, losses and expenses, including reasonable attorney fees, arising out
of Developer's negligence or its performance or failure to perform its obligations under this
Contract. Developer's indemnification obligation shall apply to Developer's general contractor,
subcontractor(s), or anyone directly or indirectly employed or hired by Developer, or anyone for
whose acts Developer may be liable. Developer agrees this indemnity obligation shall survive
the completion or termination of this Contract.
J. 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.
K. The Developer may not assign this Contract 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, until the City's issuance of a Certificate of
Completion and Release.
L. Retaining walls over four feet in height shall be constructed in accordance with plans and
specifications prepared by a structural or geotechnical engineer licensed by the State of
18
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Jacobs Plat Second Addition
Minnesota. Following construction, a certification signed by the design engineer shall be filed
with the Building Official evidencing that the retaining wall was constructed in accordance with
the approved plans and specifications. All retaining walls identified on the development plans
and by special conditions referred to in this Contract shall be constructed before any other
building permit is issued for a lot on which a retaining wall is required to be built. All retaining
walls must comply with the City's engineering manual and the City's zoning ordinance.
M. Should the Developer convey any lot or lots in the Development to a third party, the City and the
owner of that lot or those lots may amend this Development Contract or other city approvals or
agreements for development or use of those lots without the approval or consent of the
Developer or other lot owners in the Development. Private agreements between the owners of
lots within the Development for shared service or access and related matters necessary for the
efficient use of the Development shall be the responsibility of the lot owners and shall not bind or
restrict City authority to approve applications from any lot owner in the Development.
32. NOTICES. Required notices to the Developer shall be in writing, and shall be either hand
delivered to the Developer, its employees or agents, or mailed to the Developer by certified mail at the
following address: 200 Southdale Center, Suite 190, Minneapolis, MN 55435. 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: Otsego City Hall, 13400 90th Street NE,
Otsego, Minnesota 55330.
[The remainder of this page has been intentionally left blank.
Signature pages follow.]
WE
239392v12
Jacobs Plat Second Addition
CITY OF OTSEGO
(SEAL)
O9
STATE OF MINNESOTA )
)ss.
COUNTY OF WRIGHT )
Jessica L. Stockamp, Mayor
Audra Etzel, City Clerk
The foregoing instrument was acknowledged before me this day of ,
2026, by Jessica L. Stockamp and by Audra Etzel, the Mayor and City Clerk of the City of Otsego, a
Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its
City Council,
NOTARY PUBLIC
20
239392v12
Jacobs Plat Second Addition
STATE OF MINNESOTA
)ss.
COUNTY OF
DEVELOPER:
ENDEAVOR INVESTMENTS XII, LLC
Its
The foregoing instrument was acknowledged before me this day of
2026, by the
Endeavor Investments XII, LLC, a Delaware limited liability company, on behalf of said entity.
DRAFTED BY:
CAMPBELL, KNUTSON
Professional Association
Grand Oak Office Center 1
860 Blue Gentian Road, Suite 290
Eagan, MN 55121
Telephone: 651-452-5000
DSK/smt
NOTARY PUBLIC
21
-1
of
239392v12
Jacobs Plat Second Addition
MORTGAGE HOLDER CONSENT
TO
DEVELOPMENT CONTRACT
TRADITION CAPITAL BANK, a Minnesota banking corporation, which holds:
A Mortgage executed by Endeavor Investments XII, LLC, a Delaware limited liability company, or
its assigns, as mortgagor, in favor of Tradition Capital Bank, as mortgagee, in the original principal
amount of $28,000,000.00, dated May 18, 2022, and recorded May 19, 2022, in the Office of the
Wright County Recorder as Document No. Al507567;
2. As amended by Amendment to Mortgage and Security Agreement and Fixture Financing
Statement and Assignment of Rents and Leases dated February 24, 2025, recorded February 25,
2025, in the Office of the Wright County Recorder as Document No. Al570669;
AT
3. An Assignment of Leases and Rents executed by Endeavor Investments XII, LLC, a Delaware
limited liability company, as assignor, to Tradition Capital Bank, a Minnesota banking corporation
assignee, dated May 17, 2022, recorded May 19, 2022, as Document No. A1507568;
on the subject property, the development of which is governed by the foregoing Development Contract,
agrees that the Development Contract shall remain in full force and effect even if it forecloses on its
mortgage.
Dated this day of , 2026.
[Remainder of page is intentionally left blank.
Signature page follows.]
22
239392v12
Jacobs Plat Second Addition
TRADITION CAPITAL BANK
Its
STATE OF MINNESOTA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this
2026, by , the
Bank, a Minnesota banking corporation, on behalf of said corporation.
DRAFTED BY:
CAMPBELL KNUTSON
Professional Association
Grand Oak Office Center 1
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
651-452-5000
DSK/smt
NOTARY PUBLIC
23
[print name]
[title]
day of
of Tradition Capital
239392v12
Jacobs Plat Second Addition
[BANK LETTERHEAD]
IRREVOCABLE LETTER OF CREDIT
TO: City of Otsego
City Hall
13400 90th Street NE
Otsego, Minnesota 55330
Dear Sir or Madam:
No. _
Date:
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. dated 2 , of
(Name of Bank) '
b) Be signed by the City Administrator or Finance Director of the City of Otsego.
c) Be presented for payment at (Address of Bank) on or before 4:00 p.m. on November 30,
2
This Letter of Credit shall automatically renew for successive one-year terms unless, at least forty-five (45)
days prior to the next annual renewal date (which shall be November 30 of each year), the Bank delivers written
notice to the Otsego Finance Director 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: Otsego Finance Director, Otsego City Hall,
13400 90th Street NE, Otsego, MN 55330, and is actually received by the Finance Director at least thirty (30)
days prior to the renewal date.
DEMAND(S) FOR PAYMENT MAY ALSO BE MADE BY FACSIMILE TRANSMISSION TO OR
SUCH OTHER FAX NUMBER AS (NAME OF ISSUING BANK) MAY IDENTIFY IN A WRITTEN NOTICE TO
YOU. TO THE EXTENT PRESENTATION IS MADE BY FACSIMILE TRANSMISSION YOU MUST PROVIDE
TELEPHONE NOTIFICATION THEREOF TO (NAME OF ISSUING BANK) AT TELEPHONE NUMBER:
PRIOR TO OR SIMULTANEOUSLY WITH THE SENDING OF SUCH FACSIMILE
TRANSMISSION. HOWEVER, THE ABSENCE OF SUCH TELEPHONE CONFIRMATION AS DESCRIBED
ABOVE DOES NOT AFFECT OUR OBLIGATION TO HONOR SUCH DRAWING, IF SUCH DRAWING IS
OTHERWISE IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS IRREVOCABLE LETTER
OF CREDIT. IF DEMAND FOR PAYMENT IS MADE BY FAX, PRESENTATION OF ORIGINAL DOCUMENTS
IS NOT REQUIRED.
NO
DEMAND(S) FOR PAYMENT TO BE MADE VIA EMAIL TO PRESENTATION OF
ORIGINAL DOCUMENTS IS NOT REQUIRED.
24
239392v12
Jacobs Plat Second Addition
This Letter of Credit sets forth in full our understanding which shall not in any way be modified, amended,
amplified, or limited by reference to any document, instrument, or agreement, whether or not referred to herein.
This Letter of Credit is not assignable. This is not a Notation Letter of Credit. More than one draw may be
made under this Letter of Credit.
This Letter of Credit is issued subject to the International Standby Practices 1998, International Chamber
of Commerce Publication No. 590 ("ISP98"). This letter of Credit shall also be governed by the laws of the State
of Minnesota, including the Minnesota Uniform Commercial Code, to the extent not inconsistent with ISP98.
We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly
honored upon presentation.
We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly
honored upon presentation.
[NAME OF BANK]
BY:
Its
25
239392v12
Jacobs Plat Second Addition
SPECIAL ASSESSMENT AGREEMENT
THIS SPECIAL ASSESSMENT AGREEMENT made this day of
, 2026, by and between the CITY OF OTSEGO, a Minnesota municipal
corporation ("City") and ENDEAVOR INVESTMENTS XII, LLC, a Delaware limited liability
company, ("Owner").
PVC ITAUP%
A. Owner is the fee owner of real property located in the City of Otsego, Wright
County, Minnesota, as legally described on Exhibit A attached hereto and incorporated herein (the
"Property");
B. The Owner entered into a Development Contract with the City for improvement of
the Property which will be recorded in conjunction with this Public Improvement and Special
Assessment Agreement;
C. The Development Contract requires the Owner to pay Water Availability Charges
("WAC") in the total amount of $288,100.26;
D. The Development Contract requires the Owner to pay Sewer Availability Charges
("SAC") in the total amount of $198,774.14;
E. The Owner has requested that fees in the total amount of $486,874.40 be assessed against
the Property, comprised of the following elements:
Availability — Water (WAC) $288,100.26
Availability — Sewer (SAC) $198,774.14
Total $486,874.40
("Assessment");
F. The Owner requests that the City assess one hundred percent (100%) of the WAC
and SAC fees against the Property.
NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL COVENANTS
THE PARTIES AGREE AS FOLLOWS:
1. RECITALS INCORPORATED. The above recitals are incorporated into and
made a part of this Agreement.
1
239424v8
2. SPECIAL ASSESSMENT. The City hereby assesses the amount of Four Hundred
Eighty -Six Thousand Eight Hundred Seventy -Four and 40/100 Dollars ($486,874.40) against the
Property together with interest at the rate of Five and Twelve One Hundredth percent (5.12%) per
annum over a period of seven (7) years. The special assessment shall be deemed adopted on the date
this Agreement has been signed by all parties.
3. DEFERRAL, OF ASSESSMENT. The Assessment shall be deferred with interest
accruing, until November 30, 2038 at which time the deferred assessment shall become payable in
equal annual installments extending over a seven (7) year period, together with interest of Five and
Twelve One Hundredth percent (5.12%) per year on the unpaid balance.
4. VALUATION AND TAXES.
A. The Owner shall, so long as this Agreement remains in effect, pay all real property
taxes with respect to the Property which are payable pursuant to any statutory or contractual duty
that shall accrue until title to the Property is vested in another person or parry at which time said
party shall be liable for all of the real estate tax relating to the Property.
B. The Owner shall not seek a reduction of the market value of the Property as
determined by the County Assessor below Thirty Million Dollars ($30,000,000.00) so long as this
Agreement remains in effect. Owner is prohibited under this Agreement from seeking, through
the exercise of legal or administrative remedies, a reduction in such market value for property tax
purposes. Such action by Owner or will constitute a default under this Agreement.
C. The Owner agrees that for as long as this Agreement is in effect:
(1) Owner will not seek administrative review or judicial review of the
applicability of any tax statute relating to the taxation of the Property determined
by any tax official to be applicable to the Property;
(2) Owner will not raise the inapplicability of any tax statute as a defense in
any proceedings, including delinquent tax proceedings; provided, however, "tax
statute" does not include any local ordinance or resolution levying a tax;
(3) Owner will not seek administrative review or judicial review of the
constitutionality of any tax statute relating to the taxation of the Property
determined by any tax official to be applicable to the Property or raise the
unconstitutionality of any such tax statute as a defense in any proceedings,
including delinquent tax proceedings; provided, however, "tax statute" does not
include any local ordinance or resolution levying a tax;
(4) Owner will not seek any tax deferral or abatement, either presently or
prospectively authorized under any other State or federal law, of the taxation the
Property during the term of this Agreement.
5. WAIVER. Owner, its successors and assigns, waives any and all procedural and
substantive objections to the Public Improvements and special assessment, including but not limited
2
2394248
to hearing requirements and any claim that the assessment exceeds the benefit to the Property. Owner
waives any appeal rights otherwise available pursuant to Minn. Stat. § 429.081.
6. BINDING EFFECT; RECORDING. This Agreement shall be binding upon
Owner and its successors and assigns. This Agreement shall run with the land and may be recorded
against the title to the Property.
[Remainder of page is intentionally left blank.
Signature pages to follow.]
3
239424v8
CITY OF OTSEGO
AND:
STATE OF MINNESOTA )
ss.
COUNTY OF WRIGHT )
Jessica L. Stockamp, Mayor
Audra Etzel, City Cleric
The foregoing instrument was acknowledged before me this day of
, 2026, by Jessica L. Stockamp and Audra Etzel, the Mayor and City Cleric
of the City of Otsego, a Minnesota municipal corporation, on behalf of the corporation and
pursuant to the authority granted by its City Council.
NOTARY PUBLIC
4
239424v8
OWNER:
ENDEAVOR INVESTMENTS XII, LLC
MOM
STATE OF )
)ss.
COUNTY OF )
Its
The foregoing instrument was acknowledged before me this day of
2026, by , the
of Endeavor Investments XII, LLC, a Delaware limited liability company, on behalf of said
entity.
NOTARY PUBLIC
THIS INSTRUMENT WAS DRAFTED BY:
Campbell Knutson,
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
DSK/smt
5
239424v8
EXHIBIT A
Lot 1, Block 1, Jacobs Plat Second Addition, Wright County, Minnesota, according
to the recorded plat thereof.
239424v8
MORTGAGE HOLDER CONSENT
TO
SPECIAL ASSESSMENT AGREEMENT
TRADITION CAPITAL BANK, a Minnesota banking corporation, which holds:
1. A Mortgage executed by Endeavor Investments XII, LLC, a Delaware limited liability
company, or its assigns, as mortgagor, in favor of Tradition Capital Bank, as mortgagee, in
the original principal amount of $28,000,000.00, dated May 18, 2022, and recorded May
19, 2022, in the Office of the Wright County Recorder as Document No. A1507567;
2. As amended by Amendment to Mortgage and Security Agreement and Fixture Financing
Statement and Assignment of Rents and Leases dated February 24, 2025, recorded
February 25, 2025, in the Office of the Wright County Recorder as Document No.
A1570669;
3. An Assignment of Leases and Rents executed by Endeavor Investments XII, LLC, a
Delaware limited liability company, as assignor, to Tradition Capital Bank, a Minnesota
banking corporation assignee, dated May 17, 2022, recorded May 19, 2022, as Document
No. A1507568;
on the subject property, the development of which is governed by the foregoing Special Assessment
Agreement, agrees that the Development Contract shrill remain in full force and effect even if it
forecloses on its mortgage.
Dated this day of , 2026.
[,Remainder of page is intentionally left blank.
Signature page follows.]
7
239424v8
STATE OF MINNESOTA
)ss.
COUNTY OF
The foregoing instrument
2026,
on behalf of said corporation.
DRAFTED BY:
CAMPBELL KNUTSON
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
651-452-5000
DSK/smt
TRADITION CAPITAL BANK
Its
[print name]
[title]
was acknowledged before me this day of
by the
of Tradition Capital Bank, a Minnesota banking corporation,
NOTARY PUBLIC
239424v8