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RES 2026-59 Approving a Special Assessment Agreement for Jacobs Plan Second Addition 65th Street Improvement ProjectCITY OF OTSEGO COUNTY OF WRIGHT STATE OF MINNESOTA RESOLUTION NO: 2026-59 APPROVING A SPECIAL ASSESSEMENT AGREEMENT FOR JACOBS PLAT SECOND ADDITION/65T" STREET IMPROVEMENT PROJECT 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 27 July 2026; and WHEREAS, the final plat approval includes a condition that the owner complete improvement of 65th Street, including street; curb; trail; sewer, water, and storm sewer utilities, abutting Lot 1, Block 1, of the plat at their cost; WHEREAS, the owner has requested that the City undertake the required improvement of 65th Street as a public improvement project with all costs to be to be assessed to Lot 1, Block 1, of the plat; WHEREAS, the City Attorney has drafted a Special Assessment Agreement that the owner is to be required to execute for assessment of the public improvement project, to provide the City securities that the special assessments for the public improvement project will be paid, and to provide the City various remedies if the owner breaches the terms and conditions of said agreement; and WHEREAS, those obligations are outlined and memorialized in the attached Special Assessment Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Otsego that: 1. The Special Assessment Agreement 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 Clerk are hereby authorized to execute the Special Assessment Agreement 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 INFAVOR: Stockamp, Dunlap, Goede, Lund, and Tanner OPPOSED: none CITY OF OTSEGO Jessica L. Stocl<amp, Ma or ATTEST: (-iU-A , �-- - -IL Audra Etzel, City Clerl< PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT THIS PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT ("Agreement") is 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, ("Property Owner"). RECITALS 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 has requested that the City construct the improvements abutting the Jacobs Plat Second Addition consisting of 651h Street, including a trail on the south side of 65th Street, water, sewer, and storm sewer utilities (the "Public Improvements") to serve the Property; C. The Owner has requested that one hundred percent (100%) of all costs associated with Public Improvements, including associated legal expenses, engineering administration and staff time, financing (bond issuance), construction observation, surveying, record drawing preparation, permits, and publication fees, together with a contingency of twenty percent (20%) be specially assessed to the Property. NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES AGREE AS FOLLOWS: 1. PUBLIC IMPROVEMENTS. The City will have plans, specifications and contract documents prepared for the Public Improvements and then solicit bids for the construction of the Public Improvements. If the City receives bids which are acceptable to the City, the City will construct the Public Improvements that specially benefit the Property. 2. SPECIAL ASSESSME, NT. The City hereby assesses the Property One Million Six Hundred Eighty-eight Thousand Five Hundred Sixteen and 05/100th Dollars (1,688,516.05) ("Assessment") for the Public Improvements. The Assessment shall be deemed adopted on the date this Agreement has been signed by all parties. The Assessment shall be spread without deferment over a ten (10) year period in equal annual installments, together with interest of Five and Twelve One Hundredth percent (5.12%) per year on the unpaid balance. The first installment shall be payable with taxes paid in 2028. In the event that the total costs of the Public Improvements are less than the 2396190 amounts assessed by the City for the Public Improvements to the Property ("Deficiency"), then the Assessment to the Property shall be reduced accordingly. 3. WAIVER. Owner, its successors and assigns, waives any and all procedural and substantive objections to the Improvements and special assessment, including but not limited 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. 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 party 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 ($30,000,000.00) dollars 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. BINDING EFFECT; RECORDING. This Agreement shall be binding upon Owner and Owner's successors and assigns in title to the Property. This Agreement shall run with the land and may be recorded against the title to the Property. 2 239619v5 CITY OF OTSEGO I:' 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 Etzcl, 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 239619v5 OWNER: ENDEAVOR INVESTMENTS XII, LLC Its STATE OF ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this 2026, by , the 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 day of , of Endeavor Investments 2396190 EXHIBIT A Lot 1, Block 1, Jacobs Plat Second Addition, Wright County, Minnesota, according to the recorded plat thereof. 239619v5 MORTGAGE HOLDER CONSENT TO PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT 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. A1507567; we 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; n 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 Public Improvement and Special Assessment Agreement, 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.] 239619v5 TRADITION CAPITAL BANK M. STATE OF MINNESOTA ) )ss. COUNTY OF ) Its The foregoing instrument was acknowledged before me this by , the Minnesota banking corporation, on behalf of said corporation. NOTARY PUBLIC 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 [print name] [title] day of , 2026, of Tradition Capital Bank, a 239619v5