reservedfor recording information) SITE IMPROVEMENT PERFORMANCE AGREEMENT PAISLEY PARK PLANNED UNIT DEVELOPMENT AGREEMENT dated October 3, 2016, by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation, and Paisley Park Facility, LLC. 1. BACKGROUND. A. The City has approved a rezoning of Lot 11, Block 1, Chanhassen Lakes Business Park to Planned Unit Development (" PUD"). The PUD requires the Developer to enter in this Site Improvement Performance Agreement. 2. REQUIRED IMPROVEMENTS. The Developer shall construct the following improvements by the dates indicated: A. Re- stripe Audubon Road to include left turn lanes at the intersection of McGlynn Drive/the southern access to the site by October 5, 2016. B. Stripe the parking stalls by October 5, 2016. C. Relocate the northern access of the site 100 feet south of Highway 5 as shown in the September 15, 2016 SRF Traffic and Parking Study, Figure 5, Option 1 by October 3, 2017. This relocated access shall be restricted to a right-out of the site. D. Sidewalks shall be installed within the site by October 3, 2017. 188055v1 1
E. A traffic study shall be completed within one year, as directed by the Public Works Director, and shall include a level of service analysis of the intersections of Audubon Road at: the northern access, McGlynn Drive, Coulter Boulevard, and Park Road. The study shall also analyze the pedestrian movements across Audubon Road at Highway 5 and McGlynn Drive. If the level of service at any number of the intersections fails, and/ or if the study identifies a pedestrian safety issue, the applicant shall install and pay for the recommended improvements such as a rapid flash crosswalk to the roadway system and/ or the site. 3. LICENSE. Developer hereby grants the City, its agents, employees, officers and contractors a license to enter the Subject Property to perform all work and inspections deemed appropriate by the City in conjunction with site development. 4. SECURITY REQUIREMENTS. To guarantee compliance with the terms of this Agreement, the Developer shall furnish the City with a cash escrow or letter of credit in the form attached hereto, from a bank ("security") for $25,000.00. 5. MISCELLANEOUS. A. Third parties shall have no recourse against the City under this Agreement. B. 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. C. 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. D. This Agreement shall run with the land and may be recorded against the title to the Subject Property. The Developer covenants with the City, its successors and assigns, that the Developer has fee title to 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; and that the Developer will indemnify and hold the City harmless for any breach of the foregoing covenants. E. 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 188055v1 2
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. F. Breach of the terms of this Agreement by the Developer, including nonpayment of billings from the City, shall be grounds for denial of building permits and certificates of occupancy, and the halting of all work on the property. G. The Developer represents to the City that the development complies with all city, county, metropolitan, state, and federal laws and regulations, including but not limited to: subdivision ordinances, zoning ordinances, and environmental regulations. If the City determines that the development does not comply, the City may, at its option, refuse to allow construction or development work in the development until the Developer does comply. Upon the City's demand, the Developer shall cease work until there is compliance. 6. DEVELOPER' S DEFAULT. In the event of default by the Developer as to any of the work to be performed by it hereunder, the City may, at its option, perform the work and the Developer shall promptly reimburse the City for any expense incurred by the City, provided the Developer, except in an emergency as determined by the City, is first given notice of the work in default, not less than forty-eight (48) hours in advance. This Agreement is a license for the City to act, and it shall not be necessary for the City to seek a Court order for permission to enter the land. When the City does any such work, the City may, in addition to its other remedies, assess the cost in whole or in part. 7. 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: Paisley Park Facility, LLC, c/o Bremer Trust, National Association, 1100 West St. Germain St., St. Cloud, MN 56302. Notices to the City shall be in writing and shall be either hand delivered to the City Manager, or mailed to the City by certified mail in care of the City Manager at the following address: Chanhassen City Hall, PO Box147, Chanhassen, Minnesota 55317-0147. The remainder of this page has been intentionally left blank. Signature pages follow.] 188055v1 3
CITY OF CHANHASSEN SEAL) BY: Denny Laufenburger, Mayor AND: Todd Gerhardt, City Manager STATE OF MINNESOTA ) COUNTY OF CARVER ) ss. The foregoing instrument was acknowledged before me this day of 2016, by Denny Laufenburger and by Todd Gerhardt, respectively the Mayor and City Manager of the City of Chanhassen, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. NOTARY PUBLIC 188055v1 4
DEVELOPER: PAISLEY PARK FACILITY, LLC By: Its: STATE OF COUNTY OF ss. The foregoing instrument was acknowledged before me this day 2016, by the of of NOTARY PUBLIC DRAFTED BY: CAMPBELL, KNUTSON Professional Association 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: 651-452- 5000 AMP/ cjh 188055v1 5
IRREVOCABLE LETTER OF CREDIT TO: City of Chanhassen 7700 Market Boulevard Chanhassen, Minnesota 55317-8363 No. Date: 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$ draft drawn on sight on the undersigned bank. available to you by your 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 Manager or Finance Director of the City of Chanhassen. 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 Chanhassen 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: Chanhassen Finance Director, Chanhassen City Hall, 7700 Market Boulevard, Chanhassen, MN 55317-8363, and is actually received by the Finance Director at least thirty (30) days prior to the renewal date. This Letter of Credit sets forth in full our understanding which shall not in any way be modified, amended, amplified, or limited by reference to any document, instrument, or agreement, whether or not referred to herein. This Letter of Credit is not assignable. This is not a Notation Letter of Credit. More than one draw may be made under this Letter of Credit. This Letter of Credit shall be governed by the most recent revision of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600. We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly honored upon presentation. BY: Its: 188055v1 6