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Home My WebLink AboutEDA June 26, 2001 CITY OF ANDOVER \ '--,/ 1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304. (763) 755-5100 FAX (763) 755-8923. WWW.CLANDOVER.MN.US Economic Development Authority Meeting - Tuesday, June 26, 2001 CaII to Order -7:30 PM Approval of Minutes Discussion Items 1. Rescind Resolution No. EDA 002-01 Amending the By-Laws Expanding the EDA 2. Consider Concept Plans - Andover Station 3. Consider Purchase/Development Agreement - Andover Station 4. Approve Association Documents - Andover Station ,j 5. Discuss Development Plans South ofWDE Site 6. Discuss Plantings - Andover Station Other Business Adjournment \ 'J " I CITY OF ANDOVER 1685 CROSSTOWN BOULEVARD N.W. ? ANDOVER, MINNESOTA 55304 ? (763) 755-5100 FAX (763) 755-8923 ? www.CI.ANDOVER.MN.US TO: Economic Development Authority Commissioners CC: John Erar, City AdministratorqLfv FROM: Vicki Volk, City Clerk SUBJECT: Approval of Minutes DATE: June 26,2001 INTRODUCTION The following minutes have been provided by Peach Associates: April 19, 2001 EDA Meeting (Robert Nowak absent) ACTION REOUlRED The Economic Development Authority is requested to approve the April 19th minutes. Respectfully submitted, r,LL- d~ Vicki V olk City Clerk I .':'\ .' .. A l,!,eti"l\';fuieAj,d<)"'ifE<od.~~ D,v,iof'"~tA"tb",-ityvia' e,!lod)'> ",derby ~MU<e .. . ~he on Ap<il 19, ?Q01, j,i)Q.p.m" ,i ""kido,,", c;ity ru,jI'168iC",,''''wn J)nu\ovantNW' "Aridover,Minnesota;" :::.... .... . .... ." ........ " '.' ..... .::,.' .... ..: .... "'Councilni~~bers D6nJlicobson(EUTived~ at 7:10'p.m.);'M"ik~Knight; Ken: . Orttel, Julie Trude; Resident members'TerriHokanson,FredLarsen ni, EdwardSthultz..... ....... . i,'" ......, ...... ." ., ". ..... .... , . ,. . .. , "~' ' .' '. , .R:esident member Robert Nowak. . .:' c:onunuIDty D~v~16prrientl)i.i:edor, D~ve'CaHb~rg. . City Administratot;' J 000 Erat . . . . ..-. .. ' ." "., ,. ....; .Others' .' ". ..' .' :--'. ' \ Andover Economic Development Authority Meeting Minutes - April 19, 2001 Page 2 REVIEW ANDOVER STATION ASSOCIATION DOCUMENTS Representatives of Advance Resources for Development, Mike Mulrooney, Dennis Grebner and Brian Wessel were present. The EDA reviewed the draft of the Declaration of Covenants, Conditions and Restrictions for Andover Station. Mr. Carlberg noted the draft before the EDA includes changes and recommendations of the EDA members and the consultants. The following discussions and changes were agreed to: Pawn shops - In response to a question on whether or not pawn shops would be allowed in Andover Station, Mr. Carlberg stated pawn brokers are allowed in certain areas of the City but would be excluded from Andover Station because of the City's ordinance. Page 10, Trails and Amenities - Discussion was on whether or not the City should do the actual maintenance on all hiking trails, walkways and Common open spaces, or does the City leave that up to the association to maintain. Mr. Carlberg stated the thought was the City would control what is in the public right of way. The City shouldn't completely remove itself from having control over the maintenance of those areas. It was agreed to amend the paragraph: "The City of Andover shall , \ control the maintenance of all hiking trails, walkways, COmmon open space, street light, landscaping, and right of way and other site-related amenities through the collection of association fees from the members of the Andover Station Association..." Mr. Erar noted there has been discussion oflooking at the framework of the association and having a City representative seated on the Association Board. That way there would be a direct relationship between the City and the association. He agreed with the proposal to control the maintenance of the trails, which would allow the City the OPportunity to create a separate association document which would be brought back to the EDA for review. They are also looking at a service district concept where the businesses would contract services for snow removal, upkeep of the amenities, etc. That is a point of negotiation and would be incorporated into the association documents. He thought the streets would remain the City's, but they are open to looking at the best way to handle that. Mr. Erar stated as more and more development occurs, the document would be expanded and amended as needed until it is fully built out. Security - Councilmember Knight didn't see anything in the documents relating to security. He wondered if that would be an issue since the City doesn't have its own police department. Mr. Carlberg stated the City would rely on the county Sheriff s Department. If the association wants to add, they could include those types of services if the City agrees. Mr. Erar stated site security would be very similar to the man. They would hire their own security as a part of the fees they would charge the tenant. , Mr. Carlberg also noted that these documents will apply to the existing businesses in the area Those businesses will also have an opportunity to review these documents as well. Mr. Mulrooney stated the proposed developer of Andover Station has not yet responded to these documents. Andover Economic Development Authority Meeting Minutes -April 19, 2001 Page 3 (Review Andover Station Association Documents, Continued) Page 18, Submittal Requirements and Design Review - Councilmember Jacobson felt the last panigraph was overkill. Mr. Carlberg stated the EDA has accepted two lighting designs already, and the thought was to maintain uniformity in lighting styles throughout the entire park. After some discussion, the EDA agreed to change the section by incorporating the fIrst sentence of the second paragraph as a part of the fIrst paragraph. The remainder of the second paragraph starting with "OwnerlTenant shall submit..." to be deleted entirely. Page 21, Sign Lettering _ Councilmember Jacobson asked for the rationale for limiting the signs to not more than fIve words. He thought this too is overkill. Mr. Erar didn't know, but in his experience in designing a down town, there needs to be a limitation in terms of what is aIlowed to be placed on the signs. The problem becomes the clutter of signs. Control over the signage is needed so the area doesn't become tacky or unsightly. Mr. Carlberg stated they would prefer to leave the paragraph as is with the restriction. If they fmd it too restrictive, it can always be amended. No change was made in this section. Page 22, Building Signage _ It was noted the "attached table" referenced in the second to last line is not included. Mr. Carlberg noted this may be a boiler plate notation. He wiIl correct this. Discussion on gateway signage _ Mr. Mulrooney and Mr. Grebner pointed out the proposal of major signs at the comer of Bunker Lake Boulevard and Martin Street and at Bunker Lake Boulevard and Quinn Street. They have talked about another identity sign at Martin and Commercial Boulevard. Whether or not the names of the major tenants will be on those signs is a negotiable item with the developer. Councilmember Knight thought it is nice to know what is in that particular driveway. Mr. Erar felt the EDA may want to leave that open for now and look at a variety of concepts for gateway signs. Mr. Grebner explained the document is a narrative intended to supplement the regular plan. It is intended to protect the City with regard to the overall vision. It also creates protection for the investments of the developers as well. They were looking at a symbolic beIl tower in the center of the development. It wouldn't have a light on it, and hopefuIly the gateway signs would be subservient to it. Mr. Erar suggested possibly there would be no signage. Maybe the EDA just wants an image. In discussing the control the City has, Mr. Erar stated the EDA has a tremendous amount of control and ability to exercise that control through the covenants. The EDA could relinquish control when the park is developed, or it may have a City representation on the Association Board. That Board could be structured to have the City representative have a single vote veto power. The EDA might want to create a provision in the documents that any amendments to the original covenants must be brought back to the EDA for approval. I . Empty stores _ Councilmember Knight noted an issue in other developments is companies moving, leaving behind empty buildings. How does the City protect itself against this happening here? CounciImember Trude agreed a vacant anchor tenant affects the entire portion of that community. Andover Economic Development Authority Meeting - Minutes -April 19, 2001 Page 4 (Review Andover Station Association Documents, Continued) Mr. MUlrooney stated that is difficult to deal with. In this case, the developer is interested in keeping it leased and full versus some developments where the facility is disposable. The developer in this Case has a history of not moving, but buys and holds a project. They do not build and sell. A lot of their profit comes from managing. Hopefully that will be some degree of comfort. He Was not aware of any language that could be put in the documents to prevent vacant buildings. Page 26, Housing - Councilmember Orttel noted the housing portion seems wide open. Mr. Carlberg stated the Comprehensive Plan will dictate the density. This document does reference conforming with the Comprehensive Plan. Mr. Carlberg stated with the issues raised and changes made this evening, Staff will modifY it and work with legal counsel. He recommended it not be approved this evening. He will bring the final document back to the EDA as Soon as possible. , ANDOVER STATION UPDATE Mr. Mulrooney explained a developer has agreed to purchase Sites A, B and G with the balance of the property to be acquired as an option immediately upon execution of the development agreement. The optioned area would be for future development. The developer is also having discussions with three major grocery store owners for an anchor food store on Site A. They have a commitment with an established banking facility for a multi-store facility at the proposed location in the site plan. They are also having discussions with a major drug retailer. The agreement calls for the purchase of 19.3 acres at $3.19 per foot. The proposal is that Quinn Street going through the development w?uld not be a public street but would be put in at the expense of the developer. Mr. Mulrooney also presented a list of businesses his firm has contacted regarding Andover Station. They are continuing to market this site, and there has been some interest. The vast majority would be tenants rather than owners. He commented on his meetings with a restaurant franchise. Restaurants are looking for the day lunch crowd. He felt the development to the north of this site is critical for the Success of Andover Station. He noted his personal opinions on the grocery store tenants that are being considered for this project. Mr. Mulrooney continued that the developer of the site is proposing to contract with a residential builder of homes for the housing component on Site G. The parcel would be sold to that housing builder, who is proposing to construct town homes rather than the multi-level condos proposed on the site plan. This builder is an up-scale townhome developer and has no interest in building condos '\ or commercial real estate for rent. The sentiment is that buildings with retail on the first floor and condos above are difficult to finance and market. If the EDA is not interested in townhomes for Site G, he felt the firm proposing to develop Andover Station would remove Site G from the project. . / Andover Economic Development Authority Meeting Minutes - April 19, 2001 Page 5 (Review Andover Station Association Documents, Continued) Discussion was on the density of the housing component of Andover Station. Mr. Grebner recalled the site plan called for retail on the first floor of the outer buildings. The only way to get the density was to go more than one level with parking underneath the building. The question is how much tax revenue does the City get from a townhome development versus the condos. He sensed that the town homes would be over $200,000 each, maybe as much as $300,000. Commissioner Hokanson felt the community needs a mix of housing. There already is a lot of high-end housing in town, but there is nothing for those earning $25,00 to $40,000 per year. The condo-type housing is very lacking throughout the metropolitan area. She felt this could be a good area for that type of housing. Mr. Erar stated there was discussion on having condos only on Site G without the retail, but the developer is not interested in that either. The housing developer was chosen because they have a reputation for quality. It would be difficult economically to have affordable housing in this area in which the promotion has always been toward the upper-scale housing. Mayor Gamache noted in a recent workshop there was a lot of discussion on ideas for affordable housing and dealing with PUDs and different types of townhome developments. He too felt this is probably not the location for / affordable housing. A more feasible location for affordable housing may be on the north side of Bunker Lake Boulevard. Councilmember Trude wondered if an executive apartment type building is needed. Mr. Carlberg stated Staff wants to see drawings of the proposed townhome development for Site G. If the EDA would like to stay with the retail commercial on the ground floor with condos above, that needs to be stated to the developer; but it should be recognized that it will be quite awhile before it develops. The thought has always been to develop this area with high up-scale condos. Councilmember Orttel felt the high quality housing is needed to maintain the integrity of the project. He felt dummying down to get affordable housing in the area is getting off base with what has been envisioned for this area. Councilmember Jacobson agreed, noting there are other areas in the City where affordable housing will work. This is not the spot for it. Commissioner Larsen agreed there is a need for the high-end housing out here. He is in favor of the upscale townhome development. Mr. Carlberg suggested waiting until they receive a sketch plan of what is being proposed on the housing component ofthe project. If it not agreeable to the EDA, it can say no, then continue with the negotiations. Staff will continue to work with the developer on this project. Motion by Orttel, Seconded by Jacobson, to continue the meeting beyond 9 o'clock. Motion carried on an 8-Yes, I-Absent (Nowak) vote. Mr. Grebner then presented the color range and materials that are suggested for the buildings in J Andover Station. Other brick could be used as long as it is close in color. The idea is to allow individuality but yet compatible with one another. The City will need to be constantly monitoring the color and materials of the builders. Andover Economic Development Authority Meeting Minutes - April 19, 2001 Page 6 DISCUSS EXTENSION OF ADVANCE RESOURCES CONTRACT Mr. Carlberg explained the one-year contract with Mr. Mulrooney for Andover Station expired April 1. The City is still negotiating with a large developer, so it is appropriate to extend that contract. Mr. Mulrooney brought in a contract to extend this one plus to work on the development north of Bunker Lake Boulevard as well. Staff would like the opportunity to review that last issue. There has been some interest in developing the north side, so it may not be necessary to retain Mr. Mulrooney's firm. The site plan for that area also needs to be updated and reviewed. Motion by Ortiel, Seconded by Trude, to extend Mr. Mulrooney's contract for Andover Station. DISCUSSION: Mr. Mulrooney stated the contract was expanded to the north property because he was requested to do so at the last EDA meeting. He understood Staff must review it first. EDA discussion was on the work done by Advance Resources, the length of time the contract should be extended and whether or not it should be expanded to the north property. Mr. Carlberg stated the firm did prepare the brochures and drawings for Andover Stations, has been in contact with many firms and is pulling together the deal for the sale and development of Andover Station. That developer did not come to the City but rather came through Mr. Mulrooney's architect via word of , mouth. He felt Mr. Mulrooney has fulfilled his obligations of the contract. He may not be needed to market across Bunker Lake Boulevard, but his assistance and experience is needed to complete the contract for the Andover Station development. Councilmember Jacobson wondered if the contract expires, does the City pay the commission for the option by the developer. Mr. Erar stated in his experience, Mr. Mulrooney is entitled to be compensated under the terms and conditions of the original agreement for not only this sale but for the property that is to be optioned. But he agreed it may not be necessary to expand the contract to the north side, thinking that area will begin to sell on its own. EDA then agreed to extend the contract to June 1 but not to expand it to include the property north of Bunker Lake Boulevard. Councilmember Ortiel included in the motion to extend the contract to June 1,2001. Second Stands. Motion carried on an 8- Yes, I-Absent (Nowak) vote. DISCUSS DESIGN OF WDE SITEIIP99-78/0RDER PLANS AND SPECIFICATIONS Mr. Carlberg suggested going back to the Leonard, Parker firm to update the site plan because of the changes to the ball fields. The housing portion should also be included. There are no funds to develop that site now until after the closing of the Andover Station project. That updated sfetch will be brought back to the EDA for review. The EDA agreed. . " J Andover Economic Development Authority Meeting Minutes -April 19, 2001 Page 7 OTHER BUSINESS Ribbon Cutting/Andover Optical- Mr. Carlberg announced a ribbon cutting ceremony for Andover Optical on April 24, 1 :30 p.m. Councilmember Trude and Commissioner Hokanson agreed to represent the EDA at that ceremony. Bus tour _ The EDA resident members were invited to attend the Council's bus tour of the City on Monday, April 23, 6 p.m. Motion by Knight, Seconded by Hokanson, to adjourn. Motion carried on an 8-Yes, I-Absent (Nowak) vote. The meeting adjourned at 9:35 p.m. Respectfully submitted, / ~~eJ- Marcella A. Peach Recording Secretary I L \ CITY OF ANDOVER J 1685 CROSSTOWN BOULEVARD N.W,. ANDOVER, MINNESOTA 55304. (763) 755-5100 FAX (763) 755-8923. WWW.CLANDOVER,MN.US TO: Commissioners of the Economic Development Authority CC: John Erar, Executive Direct01~ FROM: David 1. Carlberg, Community Development Director SUBJECT: Rescind Resolution No. 002-01 Amending Bylaws Expanding the EDA DATE: June 26, 2001 INTRODUCTION The Economic Development Authority (EDA) is requested to rescind Resolution No. EDA 002- 01 amending the By-laws expanding the EDA (attached). DISCUSSION On April 19, 2001, the EDA amended the by-laws to expand the EDA from a seven-member board to a nine-member board. Staff in reviewing State Statute regarding the powers and composition of the EDA has discovered that the maximum number of board members allowed by law is seven. Therefore, the last two resident members appointed (Edward F. Schultz and Fred Larsen III) cannot legally be members of the board. They may however, serve as non-voting honorary members. As terms expire of other resident members, they maybe considered and appointed to fulfill these vacancies should it be the desire of the EDA. ACTION REOUIRED The EDA is requested to rescind Resolution No. EDA 002-01 (dated April 19, 2001) by adopting Resolution No. EDA 003-01 (dated June 26, 2001). Respectfully submitted, )jufJb/!~ David 1. Carlberg Community Development Director J , ANDOVER ECONONITC DEVELOPMENT AUTHOIDTY COUNTY OF ANOKA STATE OF MINNESOTA RES. NO. EDA 003-01 A RESOLUTION RESCINDING RESOLUTION NO. EDA 002-01 AMENDING THE BYLAWS OF THE ANDOVER ECONOMIC DEVELOPMENT AUTHORITY WHEREAS, on April 19, 2001, the Economic Development Authority (EDA) adopted a resolution amending the Bylaws of the EDA to expand the board of Commissioners from a seven-member board to a nine-member board; and WHEREAS, pursuant to Minnesota Statutes 469.095, the maximum number of board members authorized by law is seven members; and WHEREAS, in rescinding Resolution No. EDA 002-01, the EDA desires to have two resident members to remain as non-voting honorary members. NOW, THERFORE BE IT RESOLVED, the EDA of the City of Andover / does hereby rescind Resolution No. EDA 002-01. Adopted by the Economic Development Authority of the City of Andover on this 26th day of June ,2001. CITY OF ANDOVER ATTEST Michael R Gamache, President Don Jacobson, Secretary / ANDOVER ECONOMITC DEVELOPMENT AUTHOIDTY , COUNTY OF ANOKA STATE OF MINNESOTA RES. NO. EDA 002-01 A RESOLUTION AMENDING THE BYLAWS OF THE ANDOVER ECONONUC DEVELOPMENT AUTHOIDTY BE IT RESOLVED by the Board of Commissioners (the "Commissioners") of the Andover Economic Development Authority (the "EDA"), as follows: The Bylaws of the Andover Economic Development Authority (the "Bylaws") shall be amended as follows: Section 3.3 . Quorum. A quorum of the soven- nine member Board shall consist of feuf-five Commissioners. In the absence of a quorum, no official action may be taken by, on behalf of, or in the name of the Board or the Authority. Section 3.4 Adoption of Resolutions. Resolutions of the Board shall be deemed / adopted if approved by not less than feBr- five Commissioners. Resolutions may but need not be read aloud prior to vote taken thereof. Adopted by the Economic Development Authority of the City of Andover on this 19th day of April . 2001. CITY OF ANDOVER d. , " CITY OF ANDOVER / 1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304. (763) 755-5100 FAX (763) 755-8923. WWW.CtANDOVER.MN.US TO: Commissioners of the Economic Development Authority CC: John Erar, Executive Directorfi/ FROM: David L. Carlberg, Community Development Director SUBJECT: Consider Concept Plans - Andover Station DATE: June 26, 2001 INTRODUCTION The Economic Development Authority (EDA) is requested to consider concept plans for Andover Station. The concept plans will be presented at the meeting. DISCUSSION The concept plans are for the residential component being developed by Hans Hagen Homes and the commercial component being developed by United Properties in the Andover Station commercial park. ACTION REQUIRED The EDA is requested to give direction on the plans and approve the plans if found to be acceptable. Respectfully submitted, ~/~ David L. Carlberg Community Development Director Cc: Hans Hagen - Hans Hagen Homes Bruce Carlson - United Properties / 3. , CITY OF ANDOVER 1685 CROSSTOWN BOULEY ARD N.W. . ANDOYER, MINNESOTA 55304. (763) 755-5100 FAX (763) 755-8923. WWW.C!.ANDOYER.MN.US TO: Commissioners of the Economic Development Authority CC: John Erar, Executive Director FROM: David 1. Carlberg, Community Development Director SUBJECT: Consider Purchase/Development Agreement - Andover Station DATE: June 26, 2001 INTRODUCTION The Economic Development Authority (EDA) is requested to consider the attached Purchase/Development Agreement between the EDA and United Properties. DISCUSSION The "Agreement" is for the purchase of 19.1 acres at a purchase price of $3.20 a square foot with the option to buy the remaining acres of Andover Station. RECOMMENDATION Staff recommends approval of the Purchase/Development Agreement as presented. Respectfully submitted, ~fc~~0 Community Development Director Cc: Bruce Carlson - United Properties I , / DEVELOPMENT , AGREEMENT , / By and Between Andover Economic Development Authority Andover, Minnesota And United Properties Investment LLC This Document Drafted By: William G. Hawkins and Associates 2140 Fourth Avenue North Anoka, Minnesota 55303 / Doc# 140392213 TABLE OF CONTENTS (This Table of Contents is not part of the Development Agreement and is only for convenience of reference.) Page P ARTIES .........................................................................................................................................1 PREAMBLE ...................................................................................................... ..............................l ARTICLE I - DEFINITIONS Section 1.1 Definitions..................... ............ .................. ...................... .................2 ARTICLE II - REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties by the Economic Development Authority........................................4 Section 2.2 Representations and Warranties by the Company .................................................................. .............5 ARTICLE III _ UNDERTAKINGS OF THE ECONOMIC DEVELOPMENT AUTHORITY Section 3.1 Conveyance ofthe Development Property.........................................6 Section 3.2 Connection Charges......... ..................................................................6 ARTICLE IV - CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 4.1 Construction of Minimum Improvements..... ........... ..........................6 Section 4.2 Construction Plans............................................ ....... ............. ... ...........6 Section 4.3 Commencement and Completion of Construction ............................. 7 Section 4.4 Certificate of Completion.............................................. ..................... 8 ARTICLE V _ PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION; ESCROW AGREEMENT Section 5.1 Representation as to Redevelopment .................................................9 Section 5.2 Transfer of Property and Assignment of Agreement .........................................................................................9 Section 5.3 Release and Indemnification Covenants ............................................9 Section 5.4 Approvals. .................... ....................................................................1 0 Section 5.5 Purchase AgreementJRight of Repurchase....................................... 1 0 Section 5.6 Subordination .................... .............................................................. .11 ARTICLE VI - INSURANCE Section 6.1 Insurance .............................................. ........................................... .11 , Jl ARTICLE VII - EVENTS OF DEFAULT \ Section 7.1 Events of Default Defined....... ..................................... ....................13 Section 7.2 Remedies on Default ........................................................................13 Section 7.3 No Remedy Exclusive ......................................................................14 Section 7.4 No Additional Waiver Implied by One Waiver ...............................14 ARTICLE VIII - ADDITIONAL PROVISIONS Section 8.1 Restrictions on Use...........................................................................14 Section 8.2 Conflicts of Interest......................................................................... .14 Section 8.3 Titles of Articles and Sections.......................................................... 15 Section 8.4 Notices and Demands.......................................................................15 Section 8.5 Counterparts.................................. .................................................. .15 Section 8.6 Modification ..................................................................... ............ ....15 Section 8.7 Law Governing.................................................................................15 Section 8.8 Option to Purchase Additional Property ..........................................15 ARTICLE IX - TERMINATION OF AGREEMENT Section 9.1 Company's Option to Terminate ......................................................16 Section 9.2 Action to Terminate..... .....................................................................16 Section 9.3 Termination Date............................................................................. .16 SIGNA TURES...................................................................................................... .... .....................17 / EXHIBIT A - DEVELOPMENT PROPERTY DESCRIPTION EXHIBIT B - TERMS OF CONVEYANCE EXHIBIT C - OPTION TO PURCHASE EXHIBIT D - GROCERY STORE RESTRICTIVE COVENANT / Doc# 1403922\3 iii - DEVELOPMENT AGREEMENT , THIS AGREEMENT, made on , 200 I, by and between the Andover Economic Development Authority (the "EDA"), a body corporate and politic under the laws of Minnesota, and United Properties Investment LLC, a Minnesota limited liability company, the "Company") with its principal office at 3500 West 80th Street, Suite 200, Minneapolis, Minnesota 55431. WITNESSETH: WHEREAS, the EDA established its Development District No.1 and adopted its Development Program for said District in accordance with Minnesota Statutes Sections 469. l24 to 469.134, as amended; and WHEREAS, the EDA established within Development District No.1 a Tax Increment Financing District, designated a redevelopment district, and adopted a Tax Increment Redevelopment District Financing Plan, in accordance with Minnesota Statutes, Sections 469.174 to 469.179, inclusive; and WHEREAS, in order to achieve the objectives of the Plan the EDA has acquired or is acquiring certain real property described on Exhibit A attached to this Agreement and is prepared to convey said property to the Company in order to bring about the redevelopment in accordance / with the Plan and this Agreement; and WHEREAS, United Properties Investment LLC is in the business of constructing, owning and managing commercial and retail developments, and; WHEREAS, the City requested proposals for the development of the Commercial Development Property to which United Properties Investment LLC has responded; and WHEREAS, the EDA believes that the construction of a commercial and retail businesses within the project area by the Company pursuant to this Agreement and fulfillment generally of this Agreement is in the best interests of the EDA and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Plan has been undertaken and is being assisted. NOW THEREFORE, in consideration ofthe premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: / Doc# 1403922\3 I , ARTICLE I Definitions Section I. 1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Development Agreement, as the same may be from time to time modified, amended or supplemented. "Articles and Sections" mentioned by number only are the respective Articles and Sections of this Agreement so numbered. "Building Official" means the building official of Andover, Minnesota. "Certificate of Completion" means the certification provided to the Company or its successors or assigns pursuant to Section 4.4 of this Agreement upon satisfactory completion of the Commercial and Residential Minimum Improvements. "City" means the City of Andover, Minnesota. "Company" means United Properties Investment LLC, a Minnesota limited liability company, or its successors or assigns under this Agreement. "Construction Plans" means the plans, specifications, drawings and related documents prepared by registered architects or engineers for all construction work to be performed by the Company on the Commercial Development Property, including all on-site improvements to be performed, installed or constructed upon the Commercial Development Property, pursuant to this Agreement. Such plans shall, at a minimum, include the level of detail required for issuance of building permits by the City. "Council" means the City Council of Andover, Minnesota. "County" means the County of Anoka, Minnesota. "Development Costs" means at least $2,750,000 attributable to the "hard" costs for construction of the Commercial Minimum Improvements and at least $ attributable to the "hard" costs for construction of the Residential Minimum Improvements, and the normal and customary "soft" costs (such as architectural and engineering fees, financing fees, construction management fees, and purchase price of fixtures and equipment). "Development Property" means the Commercial Development Property and the Residential Development Property. / Ooc# 1403922\3 2 , "Commercial Development Property" means the real property in Anoka County, Minnesota, described on Exhibit A attached hereto. "Residential Development Property" means the real property in Anoka County, Minnesota, on Exhibit A attached hereto. "Economic Development Authority" means the Andover Economic Development Authority. "Environmental Assessment Worksheet" means the Environmental Assessment Worksheet, if any, prepared pursuant to Minnesota Statutes Section 116D. 04 for the proposed improvements to the Commercial Development Property. "Event of Default" means an action by the Company listed in Section 7.1 of this Agreement. "First Mortgage" means a Mortgage, Security Agreement, and Fixture Financing Statement securing a loan to be obtained by the Company. "Holder" means the owner of a Mortgage. Commercial Development Property and the completed Commercial and Residential Minimum Improvements. , "Improvement Project" means the construction and operation of the Commercial and Residential Minimum Improvements by the Company on the Commercial and Residential Development Property pursuant to the terms of this Agreement. "Commercial Minimum Improvements" means the construction of a commercial and retail facility of approximately 45,000 square foot building area undertaken by the Company upon the Commercial Development Property, and related site preparation and utility installation on property within the Development District pursuant to this Agreement. "Minimum Improvements" shall mean the Commercial and Residential Minimum Improvements. "Residential Minimum Improvements" means the construction of a residential housing development of approximately square feet upon the Residential Development Property and related site preparation and utility installation on property within the Development District pursuant to this Agreement. "Minnesota Environmental Policy Act" means the statutes located at Minnesota Statutes Sections 116D.Ol et seq., as amended. "Minnesota Environmental Rights Act" means the statutes located at Minnesota Statutes Sections 116B.OI et seq., as amended. Doc# 140392213 3 \ "National Environmental Policy Act" means the federal law located at 42 U.S.C., I Sections 4331 et seq., as amended. "Party" means either the Company or the EDA. "Parties" means the Company and the EDA. "Plan" means the EDA Tax Increment Redevelopment District Financing Plan No. I as amended and as it shall be amended. "Residential Assignee" shall have the meaning set forth in Section 5.2 below. "State" means the State of Minnesota. "Tax Increment District" means the EDA's Tax Increment Financing District. "Tax Increment Financing Act" means the statutes located at Minnesota Statutes Sections 469.174 to 469.179, inclusive, as amended. "Tax Increment Financing Plan" means the Tax Increment Redevelopment District Financing Plan for the Tax Increment District. " "Unavoidable Delays" means delays, outside of the control of the Party claiming its occurrence, which are the direct result of strikes, other labor troubles, material shortages, unusually severe or prolonged bad weather, Acts of God, fire or other casualty to the Commercial and Residential Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the EDA) which directly result in delays, or any other similar causes. ARTICLE II Representations and Warranties Section 2.1. Representations and Warranties by the EDA. The EDA represents and warrants that: (a) The EDA has the power to enter into this Agreement and carry out its obligations hereunder. (b) The EDA has examined this Agreement, and has determined that its terms and provisions are in accordance with the objectives embodied in the Plan, and are in the best interests of the EDA and the health, safety, morals and welfare of its residents. Doc# 140392213 4 , (c) The Tax Increment District is a "redevelopment district" within the . meaning of the Tax Increment financing Act, and was created, adopted and approved in accordance with the provisions of the Tax Increment financing Act. (d) The EDA has not received any notice from local, state or federal official that the activities of the Company or the EDA with respect to the Development Property mayor will be in violation of any environmental law or regulation. The EDA is not aware of any state or federal claim filed or plan to be filed by any party relating to any violation of any local, state or federal environmental law, regulation or review procedure, and the EDA is not aware of any violation of any local, state or federal law, regulation or review procedure which would give any person a valid claim under any state or federal environmental statute. (e) There are no claims, actions, suits or other proceedings outstanding or to the EDA'S knowledge threatened, which the EDA is a party, resolution of which would have a materially adverse effect on the Development Property, the Minimum Improvements, or the transactions contemplated by this Agreement. (f) The EDA will execute a restrictive covenant in such form acceptable to the Company restricting the placement of grocery stores on the property owned by the EDA immediately south of the landfill and west of Hanson Boulevard, the form of which and legal description to which it covers is attached hereto as Exhibit D and shall record the \ same against said land at the time the Commercial Development Property is conveyed to j the Company, but the EDA agrees to abide by such restrictions prior to such recording, so long as this Agreement is in effect. Section 2.2. Representations and Warranties by the Company. The Company represents and warrants that: (a) The Company is a Minnesota limited liability company duly organized and in good standing under the laws of the State of Minnesota; is not in violation of any provisions of its organization documents, or the laws of the State of Minnesota; has power to enter into this Agreement and to perform its obligations hereunder and has duly authorized the execution, delivery, and performance of this Agreement by a proper corporate action. (b) If the Development Property is conveyed to the Company, it will construct, operate and maintain the Minimum Improvements upon the Development Property in accordance with the terms of this Agreement, the Plan and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (c) The Minimum Improvements will be constructed at Developer's cost of not less than the "Development Costs" as defined above. Development Costs shall be , evidenced by "as-built" plans and specifications, as required by and approved by the City / Doc# 1403922\3 5 , Building Official, and a sworn construction statement containing all information reasonably required by the EDA to confirm the actual development costs. "Soft" costs shall not exceed normal industry standards. This provision does not constitute an "Assessment Agreement" under Minnesota Statutes Section 469.177, Subd. 8, and is not intended to establish a minimum or maximum market value of the Improved Parcel. (d) The Company has received no notice or communication from any local, state or federal official that the activities of the Company in the Development District may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the EDA has been notified). The Company is aware of no violation of any local, state or federal environmental law, regulation or review procedure, nor of any facts which would give any person a valid claim under the Minnesota Environmental Rights Act. (e) The Company will use its best efforts to construct the Minimum Improvements in accordance with all local, state or federal energy-conservation laws or regulations. (t) The Company will use its best efforts to obtain, in a timely manner, all required permits, licenses and approvals, and meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the 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 or limited by, or in conflict with or will result in a breach of, the terms, conditions or provisions of any corporate restriction of the Company, or any evidence of indebtedness, agreement or instrument of whatever nature to which the Company is now a party or by which it is bound, or will constitute a default under any ofthe foregoing. ARTICLE III Undertakings ofthe EDA Section 3.1. Conveyance of the Development Property. The EDA will convey the Development Property to the Company pursuant to the Terms of Conveyance set forth on Exhibit B attached to this Agreement. Section 3.2. Connection Charges. The Company will pay all water and sewer connection charges, if any, imposed by the City on the Commercial and Residential Development Property pursuant to existing City Resolution. / Doc# 1403922\3 6 ARTICLE IV Minimum Improvements Section 4.1. Construction of Commercial Minimum Improvements - The Company will construct the Commercial Minimum Improvements on the Development Property in accordance with the approved Construction Plans and at all times during the term of this Agreement will operate and maintain, preserve and keep the Commercial Minimum Improvements or cause the Commercial Minimum Improvements to be operated, maintained, preserved and kept in good repair and condition. Section 4.1.1. Construction of Residential Minimum Improvements - At such time as there becomes a Residential Assignee, the Company shall provide in its assignment documents to the Residential Assignee an obligation that the Residential Assignee shall assume and perform the obligations hereunder with respect to the Residential Development Property. The Company will cause the construction of the Residential Minimum Improvements on the Development Property in accordance with the approved Construction Plans through its Residential Assignee and the Residential Assignee will operate and maintain, preserve and keep the Residential Minimum Improvements or cause the Residential Minimum Improvements to be operated, maintained, preserved and kept in good repair and condition. Section 4.2. Construction Plans. (a) The Company shall submit Construction Plans for the Commercial Development Property to the EDA by March 1, 2002. The Construction Plans shall provide for the construction of the Commercial Minimum Improvements, and shall be in conformity with the Plan, this Agreement, the Environmental Assessment Worksheet, if any, prepared with respect to the Project, and all applicable state and local laws and regulations. The EDA shall approve the Construction Plans regarding the Commercial Minimum Improvements in writing if: (l) the Construction Plans conform to the terms and conditions of this Agreement; (2) the Construction Plans conform to the terms and conditions of the Plan; (3) the Construction Plans conform to all applicable federal, State and local laws, ordinances, rules and regulations; (4) the Construction Plans are adequate to provide for the construction of the Commercial Minimum Improvements; and (5) no Event of Default has occurred with respect to the Company or the Commercial Development Property. If the EDA rejects the Construction Plans in whole or in part, which rejection shall be by a written statement from the EDA specifying the respects in which the Construction Plans submitted by the Company fail to conform to the requirements of this Section 4.2, then the Company shall submit new or corrected Construction Plans within thirty (30) days after receipt by the Company of such written statement. (b) The Residential Assignee shall submit Construction Plans for the Residential Development Property to the EDA by May 1, 2002. The Construction Plans / shall provide for the construction of the Residential Minimum Improvements, and shall Doc# 1403922\3 7 be in conformity with the Plan, this Agreement, the Environmental Assessment / Worksheet, if any, prepared with respect to the Project, and all applicable state and local laws and regulations. The EDA shall approve the Construction Plans regarding the Residential Minimum Improvements in writing if: (1) the Construction Plans conform to the terms and conditions of this Agreement; (2) the Construction Plans conform to the terms and conditions of the Plan; (3) the Construction Plans conform to all applicable federal, State and local laws, ordinances, rules and regulations; (4) the Construction Plans are adequate to provide for the construction of the Residential Minimum Improvements; and (5) no Event of Default has occurred with respect to the Residential Assignee or the Residential Development Property. If the EDA rejects the Construction Plans in whole or in part, which rejection shall be by a written statement from the EDA specifying the respects in which the Construction Plans submitted by the Residential Assignee fail to conform to the requirements of this Section 4.2, then the Residential Assignee shall submit new or corrected Construction Plans within thirty (30) days after receipt by the Residential Assignee of such written statement. (c) 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 EDA. Approval of the Construction Plans by the EDA shall not relieve the Company or the Residential Assignee, as the case may be, of any obligation to comply with the terms and provisions of this Agreement, the provisions of the Development Program, or the provisions of applicable federal, State and local laws, ordinances and regulations, nor shall approval ofthe Construction Plans by the EDA be deemed to constitute a waiver of any Event of Default. The Construction Plans shall be deemed approved by the EDA unless rejected in writing within thirty (30) days after receipt from the Company or the Residential Assignee, as the case may be, by the EDA with a statement of the EDA's reasons for such rejection. (d) If the Company or Residential Assignee desire to make any material change in the Construction Plans after their approval by the EDA, they shall submit the proposed change to the EDA for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements ofthis Section 4.2 with respect to such previously approved Construction Plans, the EDA shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the EDA unless rejected in writing within ten (10) days after receipt from the Company or Residential Assignee, as the case may be, by the EDA with a statement of the EDA's reasons for such rejection. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Company shall commence construction ofthe Commercial Minimum Improvements by May 1,2002. Subject to Unavoidable Delays, the Residential Assignee shall commence construction of the Residential Minimum Improvements by July 1,2002. Subject to Unavoidable Delays, the Company shall have substantially completed the construction of the Commercial Improvements by September 30, 2003. Subject to Unavoidable Delays, the , / Residential Assignee shall have substantially completed the construction ofthe Residential Doc# 1403922\3 8 "- Minimum Improvements by July 1,2005. Appropriate extension of time for completion shall be / made for time lost as a result of Unavoidable Delays or other factors approved by the EDA; provided that within twenty (20) days after the occurrence of an Unavoidable Delay, the Company shall have notified the EDA in writing of such occurrence. Until construction of the Minimum Improvements has been completed, the Company and the Residential Assignee shall make reports to the EDA, in such detail and at such times as may be reasonably be requested by the EDA, as to the actual progress of the Company and/or Residential Assignee with respect to construction of the Minimum Improvements. The Company and the Residential Assignee, as the case may be, shall allow designated representatives of the EDA to enter upon the Development Property accompanied by designated representatives of the Companies during the construction of the Minimum Improvements to inspect such construction. Section 4.4. Certificate of Completion. (a) Promptly after completion of the Commercial Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Company to construct the Commercial Minimum Improvements (including the dates for beginning and completion thereof), the EDA will furnish the Company with an appropriate instrument so certifying (the "Certificate of Completion"). Such certification by the EDA shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and termination of the , agreements and covenants in the Agreement and in the Deed with respect to the obligations ofthe Company and its successors and assigns, to construct the Commercial Minimum Improvements and the dates for the beginning and completion thereof. (b) Promptly after completion of the Residential Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Residential Assignee to construct the Residential Minimum Improvements (including the dates for beginning and completion thereof), the EDA will furnish the Residential Assignee with a Certificate of Completion so certifying. Such certification by the EDA shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in the Deed with respect to the obligations of the Company, the Residential Assignee and their successors and assigns, to construct the Residential Minimum Improvements and the dates for the beginning and completion thereof. (c) The certificate provided for in this Section 4.4 shall be in recordable form. Ifthe EDA shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4, the EDA shall, within thirty (30) days after written request by the Company or the Residential Assignee, as the case may be, provide it with a written statement, indicating in detail in what respects the Company or the Residential Assignee, as the case may be, has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or / Doc# 140392213 9 acts it will be necessary, in the opinion of the EDA, for the Company or the Residential / Assignee, as the case may be, to take or perform in order to obtain such certification. (d) The construction of the Commercial or the Residential (as the case may be) Minimum Improvements shall be deemed to be completed when such Minimum Improvements are substantially completed. Such Minimum Improvements will be deemed to be substantially completed when such Minimum Improvements are opened to the public for business and the Company has received a certificate of occupancy therefor, by the City. ARTICLE V Prohibitions Against Assignment and Transfer; Indemnification; Escrow Agreement Section 5.1. Representation as to Redevelopment. The Company recognizes the importance of the Development Property to the general welfare of the community and the substantial financing and other public aids that have been made available to the EDA for the purpose of making such Improvement Project possible. Section 5.2. Transfer of Property and Assignment of Agreement. The Company may assign, conveyor transfer the Commercial or Residential Development Property as part of a merger, sale of assets or other transaction of the Company so long as the business of United Properties Investment LLC, continues to be operated from the Development Property until the termination of the Agreement under Article IX below. Notwithstanding the foregoing, the Company shall have the right to convey those portions of the Residential Development Property to be developed for residential uses to Hans Hagen Homes, Inc. or such other residential developer as Company may choose (the "Residential Assignee"). Such property conveyed shall be subject to the terms and conditions of this Development Agreement. Section 5.3. Release and Indemnification Covenants. (a) The Company releases from and covenants and agrees that the EDA and the governing body members, officers, agents, servants and employees thereof shall not be liable for, and agrees to indemnify and hold harmless the EDA, the governing body members, officers, agents, servants and employees thereof, against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Commercial or Residential Minimum Improvements. (b) Except for any willful misrepresentation or any negligent, willful or wanton misconduct of the following named parties, the Company agrees to protect and defend the EDA and the governing body members, officers, agents, servants and employees thereof, now or forever, and further agree to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity / whatsoever arising or purportedly arising from this Agreement, or the transactions Doc# 140392213 10 " contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Commercial Minimum Improvements and provided that such proceeding is based upon the acts of the Company or of others acting on behalf or under the direction or control of the Company. (c) Except for any willful misrepresentation or any negligent, willful or wanton misconduct of the following named parties, the Residential Assignee agrees to protect and defend the EDA and the governing body members, officers, agents, servants and employees thereof, now or forever, and further agree to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Residential Minimum Improvements and provided that such proceeding is based upon the acts of the Residential Assignee or of others acting on behalf or under the direction or control ofthe Residential Assignee. (d) The EDA and the governing body members, officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of the Company, or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements due to any act of negligence of any person, excluding the negligent acts or misconduct ofthe EDA, its agents or employees. (e) All covenants, stipulations, promises, agreements and obligations ofthe EDA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA and not of any governing body member, officer, agent, servant or employee of the EDA in the individual capacity thereof. Section 5.4. Approvals. Any approval of a transfer of interest in this Agreement or the Commercial or Residential Development Property required to be given by the EDA under this Article V may be denied only in the event that the EDA reasonably determines that the ability of the Company to perform its obligations under this Agreement, or the overall financial security provided to the EDA or the terms of this Agreement, or the likelihood of the Commercial and Residential Minimum Improvements being successfully constructed and operated pursuant to the terms of this Agreement, will be materially impaired by the action for which approval is sought. Section 5.5 Purchase AgreementJRight of Repurchase. (a) The price for the Development Property included in this Agreement shall be $3.20 per gross square foot total, which the Company shall pay as follows: earnest money of $50,000, the receipt of which shall be deposited with an escrow agent acceptable to both parties herein; and the remainder on the date of closing. The transaction shall be subject to the terms of conveyance described in Exhibit B attached hereto. Doc# 1403922\3 11 (b) Subject to Unavoidable Delays, if the Company fails to commence construction of the Commercial Minimum Improvements on the Commercial Development Company by May 1,2002, the EDA, in its discretion, and upon written notification to the Company, within 30 days after said date, may elect to repurchase the Commercial Development Property from the Company for the price of$3.20 per square foot, less $50,000, which will be considered by the EDA as a penalty. The right of repurchase may be enforced by any appropriate means, including an action for specific performance. (c) Subject to Unavoidable Delays, if the Company fails to commence construction of the Residential Minimum Improvements on the Residential Development Property by July 1,2002, the EDA, in its discretion, and upon written notification to the Company, within 30 days after said date, may elect to repurchase the Residential Development Property from the Company for the price of $3.20 per square foot, less $50,000, which will be considered by the EDA as a penalty. The right of repurchase may be enforced by any appropriate means, including an action for specific performance. If the Company has conveyed its interests to the Residential Development Property prior to the commencement of construction of the Residential Minimum Improvements to the Residential Assignee, then the Residential Assignee shall be subject to the provisions of this Paragraph; provided any portion of the repurchase price from the EDA which exceeds the price which the Residential Assignee paid to the Company (less $50,000) shall be paid to the Company rather than to the Residential Assignee. (d) Subject to Unavoidable Delays, if construction of said Commercial Minimum Improvements are not complete by said dates as set forth in 4.3 above, or such later date as may result from the occurrence of Unavoidable Delays then the Company shall pay to the EDA as a penalty an amount equal to the real estate taxes that would have been due and payable in 2004 with respect to the Improved Parcel if the Commercial Minimum Improvements had been completed according to the Construction Plans by July 1,2003, less the amount ofreal estate taxes with respect to the improved parcel actually due and payable in 2004 which amount shall be paid when said real estate taxes for 2004 are determined (the "Commercial Real Estate Tax Penalty"). (e) Subject to Unavoidable Delays, if construction of the Residential Minimum Improvements is not complete by said date as set forth in 4.3 above, or such later date as may result from the occurrence of Unavoidable Delays then the Company or the Residential Assignee, if applicable, shall pay to the EDA as a penalty an amount equal to the real estate taxes that would have been due and payable in 2006 with respect to the improved parcel if the Residential Minimum Improvements had been completed according to the construction plans by July 1, 2005, less the amount of real estate taxes with respect to the improved parcel actually due and payable in 2006, which amount shall be paid when said real estate taxes for 2006 are determined (the "Residential Real Estate Tax Penalty"). Ooc# 1403922\3 12 (f) Notwithstanding the foregoing provisions of this Section 5.5 and in \ addition to the rights and remedies in favor of the EDA set forth in such provisions, if construction of Minimum Improvements on the Commercial Development Property is not completed by September 30,2003, or July 1,2005 on the Residential Development Property, or such later dates as may result from the occurrence of unavoidable delays, then the EDA, in its discretion, and upon written notice to the Company and/or the Residential Assignee, as the case may be, within 60 days after said date, may elect to repurchase the Commercial or Residential Development Property upon which Commercial or Residential Minimum Improvements have not been completed as required herein within 90 days after the date of such written notification. If construction of the pertinent Minimum Improvements has been completed prior to the expiration of the 90 day notice period as set forth above, then the right to repurchase shall become null, void and of no further force or effect. The repurchase price shall be the fair market value of the Development Property being repurchased (including improvements) at the time the EDA elects to repurchase them. The right of repurchase may be enforced by any appropriate means, including an action for specific performance. Notwithstanding the foregoing if the EDA has collected the Residential and/or the Commercial Real Estate Tax Penalty, then the EDA shall not exercise its remedies under this Paragraph. (g) For purposes of this Section 5.5 "commencement of construction" or like words or phrases shall mean a building permit has been issued and actual visible beginning of the improvements on the ground has occurred, to the same extent as if a \ mechanic's lien would attach as against a bona fide mortgagee pursuant to Minn. Stat. Sec.5I4.05 subd. 1. Section 5.6. Subordination. The EDA shall, upon request from the Company, subordinate the EDA's rights and interests in the Commercial or Residential Development Property under this Agreement (including any rights to repurchase as reserved in the Deed of Conveyance) to the interest of a Holder of a First Mortgage on the Commercial or Residential Development Property, and the EDA agrees to execute such documents as are reasonably required by the Holder in order to evidence such subordination. ARTICLE VI Insurance Section 6.1. Insurance. (a) The Company will provide and maintain or cause to be maintained at all times during the process of constructing the Minimum Improvements and, from time to time at the request of the EDA, furnish the EDA with proof of payment of premiums on: (i) Builder's risk insurance, written on the so-called "Builder's Risk- Completed Value Basis," in an amount equal to one hundred percent (100%) of / the insurable value of the Minimum Improvements at the date of completion, and Doc# 1403922\3 13 with coverage available in nonreporting form on the so-called "all risk" form of policy. The interest of the EDA shall be protected in accordance with a clause in form and context satisfactory to the EDA; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used); and (iii) Workers' Compensation Insurance, with statutory coverage. The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form and substance satisfactory to the EDA and shall be placed with financially sound and reputable insurers licensed to transact business in the State. The policy of insurance required pursuant to clause (i) above shall contain an agreement of the insurer to give not less than thirty (30) days advance written notice to the EDA and the Company in the event of cancellation of such policy or change affecting the coverage thereunder. (b) All insurance required in this Article VI shall be taken out and maintained in responsible insurance companies selected by the Company which are authorized under the laws of the State to assume the risks covered thereby. The Company will deposit annually with the EDA copies of policies evidencing all such insurance, or 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 contain a provision that the insurer shall not cancel or modify it without given written notice to the Company and the EDA at least thirty (30) days before the cancellation or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, the Company shall furnish the EDA evidence satisfactory to the EDA 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 Company 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 Company shall deposit with the EDA a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (c) Prior to the issuance of the Certificate of Completion. The Company agrees to notify the EDA immediately in the case of damage exceeding $10,000 in amount of, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. Net proceeds of any such insurance shall be paid directly to the Company, the Company will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as they existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Company will apply the Net Proceeds of any Doc# 1403922\3 14 insurance relating to such damage received by the Company to the payment or reimbursement ofthe costs thereof. (d) Prior to the issuance of the Certificate of Completion. The Company shall complete the repair, reconstruction and restoration of the Minimum Improvements, whether or not the Net Proceeds of insurance received by the Company for such purposes are sufficient to pay for the same. Any Net Proceeds remaining after completion of such repairs, construction and restoration shall be disbursed to the Company. (e) The foregoing provisions shall apply to the Residential Assignee with respect to the Residential Development Property, in lieu of the Company, if there has been an assignment to the Residential Assignee of the Residential Development Property. ARTICLE VII Events of Default Section 7.1. Events of Default Defined. The following shall be "Events of Default" under the Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement, anyone or more of the following events: (a) Failure to commence and complete construction ofthe Commercial or Residential Minimum Improvements pursuant to the terms, conditions, and limitations of Article IV of this Agreement. (b) Failure to reconstruct the Commercial or Residential Minimum Improvements when required pursuant to Article VI of this Agreement. (c) Failure to substantially observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. (d) The Holder of any Mortgage on the Commercial or Residential Development Property, or any improvements thereon, or any portion thereof, exercises any remedy provided by the Mortgage documents or exercises any remedy provided by law or equity in the event of a default beyond any applicable cure periods in any of the terms or conditions of the Mortgage. Section 7.2. Remedies on Default. Whenever any Event of Default referred to in Section 7.1 ofthis Agreement occurs, the EDA, as specified below, may take anyone or more of the following actions after provision of ninety (90) days' written notice to the Company and, if applicable, the Residential Assignee, by the EDA of the Event of Default, but only if the Event of Default has not been cured within said ninety (90) days or, if the Event of Default cannot be , cured within ninety (90) days, the Company does not provide assurances to the EDA reasonably satisfactory to the EDA that the Event of Default will be cured as soon as reasonably possible: Doc# 140392213 15 (a) The EDA may suspend its performance under this Agreement as to either the Commercial or Residential Development Property to which the Event of Default has occurred until it receives assurances from the Company, or if applicable, the Residential Assignee, deemed adequate by the EDA, that the Company or the Residential Assignee, as the case may be, will cure its default and continue its performance under the Agreement. (b) The EDA may withhold the Certificate of Completion as to either the Commercial or Residential Development Property which is the subject of the Event of Default. (c) The EDA may take whatever action, including legal or administrative action, which may appear necessary or desirable to the EDA to enforce performance and observance of any obligation, agreement, or covenant of the Company or Residential Assignee, as the case may be, under this Agreement. Section 7.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the EDA 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 any power may be - exercised from time to time and as often as may be deemed expedient. Notwithstanding anything else to the contrary contained in the forgoing, in the Event of Default under Paragraph 7. l(a), the EDA shall be limited to the remedies set forth in Section 5.5, 7.2(a) and 7.2(b). Notwithstanding anything else to the contrary contained herein, the EDA may not pursue any remedy against the Company nor the Commercial Development Property for any Event of Default by the Residential Assignee, nor may it pursue any remedy against the Residential Assignee nor the Residential Development Property for any Event of Default by the Company relating solely to Commercial Development Property. Section 7.4. No Additional Waiver Implied by One Waiver. In the event any 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. ARTICLE VIII Additional Provisions Section 8.1. Restrictions on Use. The Company agrees for itself, its successors and assigns and every successor in interest to the Development Property, or any part thereof, that the Company and such successors and assigns shall devote the Development Property to, and only Doc# 1403922\3 16 "- to, and in accordance with, the uses currently specified in the City of Andover Ordinances or in / approved variances, for the term of this Agreement. Section 8.2. Conflicts ofInterest. No member of the governing body or other official of the EDA shall have any financial interest in this Agreement, the Development Property, or any contract 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 personal interests or the interests of any corporation or in which he is, directly or indirectly, interested. No member, official or employee of the EDA shall be personally liable to the Company, or any successor in interest, in the event of any default or breach by the EDA or for any amount which may become due to the Company or successor or on any obligations under the terms of the Agreement. Section 8.3. 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 8.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and, (a) in the case of the Company is addressed to or delivered personally to 3500 West 80th Street, Suite 200, Bloomington, Minnesota 55431. (b) in the case ofthe EDA, is addressed to or delivered personally to the Executive Director at Andover City Hall, 1685 Crosstown Boulevard NW, Andover, Minnesota 55304; or at such other address with respect to either such Party as that Party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 8.5. Counterparts. This Agreement is executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 8.6. Modification. If the Company 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 EDA will, in good faith, consider the request with a view to granting the same unless the EDA, 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 EDA by the terms and provisions of this Agreement. The Company shall execute any amendments to this Agreement or additional documents reasonably required by the EDA to facilitate the EDA's financing of its obligations under Article III. Provided the same does not increase the economic burden and/or risks of the Company hereunder. Doc# 1403922\3 17 \ Section 8.7. Law Governing. This Agreement will be governed and construed in j accordance with the laws of Minnesota. Section 8.8. Option to Purchase Additional Property. The Company shall be granted the option to purchase adjacent land owned by the EDA according to the terms ofthe option to purchase attached hereto and made a part hereof as Exhibit C. ARTICLE IX Termination of Agreement Section 9.1. Company's Option to Terminate. This Agreement may be terminated by the Company if within 180 days after receipt of a fully executed copy of this Development Agreement, any of the following has occurred: (a) If Company has not been able to obtain all necessary governmental approvals and permits with regard to all applicable environmental, construction, zoning, platting, signage, and other land and business use laws, ordinances and regulations and codes for the construction and/or use of the property as the Company intends. (b) The Company has inspected the property including performing soil tests and drilling and environmental tests, and Company has determined that the property does not meet with Company's approval including other assessments such as utilities and environmental suitability; or the Certificate of Completion as set forth in Section 10.2 below cannot be provided. (c) The Company has not been able to determine the costs of Company's proposed development for the site and the feasibility of such proposed project based upon said costs. Said cost must be acceptable to Company in Company's sole judgment and discretion. (d) The Company elects to terminate pursuant to paragraph 10 of the Terms of Conveyance attached as Exhibit B to this agreement. (e) The Company shall have one option to extend the right to terminate this Agreement pursuant to this Article IX by 60 days by paying to the EDA a fee of$20,000. Said fee shall be non-refundable but applicable toward the purchase price. Section 9.2. Action to Terminate. Termination of this Agreement due to the occurrence of the foregoing may be accomplished by ten days' written notification by the Company to the EDA. ARTICLE X Environmental / Doc# 1403922\3 18 Section 10.1. Environmental Due Diligence by Company. , EDA shall allow Company, and Company's agents, access to the Development Property without charge and at all reasonable times for the purpose of Company's investigation and testing of the same. EDA shall make available to Company, and the Company's agents, without charge all records, reports, studies, data or other information relating to the environmental condition at any time of the Development Property, or the remediation thereof, pursuant to state or federal agency requirements, or otherwise, all of which information, to the extent not public, shall be kept by Company in strict confidence, and in the event this transaction is terminated for any reason, shall be forthwith returned by Company to EDA. Company shall pay all costs and expenses of any investigation or testing by Company, and shall hold EDA and the Development Property harmless from all costs and liabilities to same. Company and its agents shall have the right to communicate directly with staff of the Minnesota Pollution Control Agency ("MPCA") or as appropriate, the United States Environmental Protection Agency ("EP A") regarding the past and present environmental status of the Development Property. Without limiting the foregoing, Company and its agents shall have the right to interact as appropriate with MPCA staff of the Voluntary Investigation Cleanup ("VIC") Program, it being expressly understood that any VIC program processing fees or other administrative or agency charges, including personnel charges, incident to the delivery of the Certificate of Completion, described below, shall be the responsibility ofthe Company. Section 10.2. Environmental Assurance by EDA. EDA shall, at the Closing Date, deliver to Company a Certificate of Completion, pursuant to Minn. Stat. Sec. l15B.175, such Certificate of Completion to be unqualified, to specifically reference Company's proposed improvements to the Development Property, and to run to Company and to Company's lender. Company shall timely finish to EDA the identity of Company's lender and shall make available such architectural or engineering data concerning Company's proposed improvements as may be necessary for the VIe staff of the MPCA to process such Certificate of Completion. In the event such Certificate of Completion is not delivered by EDA as of the Closing Date, without fault on the part of Company, Company may, in addition to any other right or remedy it may have hereunder, or at law or in equity, terminate this Purchase Agreement and recover back any and all earnest money or other sums paid by Company to EDA hereunder. IN WITNESS WHEREOF, the EDA has caused this Agreement to be duly executed in its name and behalf and the Company has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written. ANDOVER ECONOMIC DEVELOPMENT UNITED PROPERTIES INVESTMENT AUTHORITY LLC By: By: / Michael R. Gamache Its: Doc# 1403922\3 19 President By: By: John Erar Its: Executive Director STATE OF MINNESOTA ss COUNTY OF The foregoing instrument was acknowledged before me this _ day of , 2002 by Michael R. Gamache and John Erar, the President and Executive Director of the Andover Economic Development Authority, a body corporate and politic under the laws of Minnesota, on behalf of the authority. Notary Public STATE OF MINNESOTA ss COUNTY OF The foregoing instrument was acknowledged before me this _ day of , 2002 by and ,the and of United Properties Investment LLC, a limited liability company under the laws of Minnesota, on behalf of the company. Notary Public / Doc# 1403922\3 20 EXHIBIT A I DEVELOPMENT PROPERTY 1. Commercial Development Property Legal Description 2. Residential Development Property Legal Description Doc# 1403922\3 A-I EXHIBIT B , , TERMS OF CONVEYANCE 1. PARTIES. These Terms of Conveyance are made pursuant to the foregoing "Development Agreement" by and between the Andover Economic Development Authority and United Properties Investment LLC. 2. OFFER/ACCEPTANCE. United Properties Investment LLC, as Buyer offers to purchase and Andover Economic Development Authority as Seller agrees to sell real property located in the City of Andover, County of Anoka, State of Minnesota, legally described as follows and referred to as the "Development Property": See Exhibit A. 3. PRICE AND TERMS. The price for the real property included in this sale is $3.20 per gross square foot of area contained in the Development Property and other good and valuable consideration (and including Section 5.5 of the foregoing Development Agreement) receipt of which is hereby acknowledged. The Date of Closing shall be January 15, 2002, or earlier if agreed by the parties. Such closing date shall be extended ten (10) days beyond the last date that Buyer has to terminate this agreement if necessary pursuant to Article IX of the Development Agreement. 4. DEED/MARKET ABLE TITLE. Upon performance by Buyer, Seller shall execute and deliver a Warranty Deed for each of the "Residential Development Property" and the "Commercial Development Property" (as those terms are defined in the Development Agreement), conveying marketable title, subject solely to the following Permitted Encumbrances: A. Building and zoning laws, ordinances, state and federal regulations; B. Restrictions relating to use or improvement of the property without effective forfeiture provisions; provided the same does not restrict the company's intended uses or improvements or impose fees which are unacceptable to Buyer; C. Reservation of any mineral rights by the State of Minnesota; D. Utility and drainage easements; provided the same does not restrict the company's intended uses or improvements. Doc# 1403922\3 B-1 E. That Agreement and Covenant Not to Sue by and between the United , States Environmental Protection Agency and the City of Andover and the , Seller, dated August 19, 1998. CERCLA Docket No. V-W-98-C-489. F. Other matters disclosed by the Title Commitment and not objected to by Buyer; G. The following reservation, which shall be set forth in the Warranty Deed: "This conveyance is expressly made subject to the following rights, which are hereby created and reserved by the Grantor: The Grantor shall have the right to repurchase the property pursuant to the terms and conditions of the Development Agreement between Grantor and Grantee, dated , 2001. Said right to repurchase shall terminate upon the recording of a Certificate of Completion in accordance with the provisions of Section 4.4. of said Development Agreement." 5. REAL EST A TE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes due and payable in and for the year of closing shall be prorated between Seller and Buyer on a calendar year basis to the actual DATE OF CLOSING, unless otherwise provided in this Agreement. SELLER SHALL PAY on DATE OF CLOSING all installments of special assessments certified for payment with the real estate taxes due and payable in the year of closing. SELLER SHALL PAY on DATE OF CLOSING all other special assessments levied or pending as of the DATE OF CLOSING. SELLER SHALL PAY on DATE OF CLOSING any deferred real estate taxes or special assessments or deferred connection charges, payment of which is required as a result of the closing of this sale. BUYER SHALL PAY real estate taxes due and payable in the year following closing and thereafter and any unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise provided herein. Seller makes no representation concerning the amount of future real estate taxes or of future special assessments. , Doc# 1403922\3 D-2 6. SELLER'S USE AND ACCESS WARRANTIES. Seller warrants that there is a right of access to the real property from a public right-of-way. Seller warrants that there has been no labor or material furnished to the property in the past 120 days for which payment has not been made. Seller warrants that there are no present violations of any restrictions relating to the use or improvement of the property. These warranties shall survive the delivery of the deed. 7. CONDITION OF PROPERTY. Buyer shall remove all debris and all personal property not included in this sale from the property before possession date. Seller has not received any notice from any governmental authority as to the existence of any dutch elm disease, oak wilt, or other disease of any trees on the property. The property may contain fill material which has not been compacted. Buyer shall have the right to have inspections of the property conducted prior to closing, including soil and engineering tests which may be conducted as Buyer's election and expense. Except as may be otherwise provided in this Agreement or the Development Agreement between the parties, the property is being sold "AS IS" with no express or implied representations or warranties by Seller as to physical conditions, quality of construction, workmanship, or fitness for any particular purpose. 8. DISCLOSURE OF NOTICES. Seller has not received any notice from any governmental authority as to violation of any law, ordinance or regulation. If the property is subject to restrictive covenants, Seller has not received any notice from any person as to a breach of the covenants. 9. POSSESSION. Seller shall deliver possession of the property not later than DATE OF CLOSING. 10. TITLE EXAMINATION. Title Examination will be conducted as follows: A. Seller's Title Evidence. Seller at its sole expense shall within twenty (20) days after execution of the foregoing Development Agreement by Buyer, furnish the following (collectively the "Title Evidence") to Buyer: 1. A commitment ("Title Commitment") for an AL T A form B 1990 Owner's Policy of Title Insurance insuring title to the Real Property deleting standard exceptions and including affirmative insurance regarding zoning, contiguity, appurtenant easements and such other matters as may be identified by Buyer, in the amount of $2,680,000 issued by First American Title Insurance Company ("Title"), subject only to the Permitted Encumbrances and including all appropriate judgment and bankruptcy searches. Doc# 140392213 B-3 11. Survey. An ALTA\ACSM Land Title survey prepared by a registered land surveyor showing the Real Property and the location of all buildings and easements thereon, in such form as is necessary to permit Title to delete the survey exception to the Title Policy, certified to Buyer and Title. B. Buyer's Objections. Within fifteen (15) days after receiving the later of the surveyor the Title Commitment, Buyer shall make written objections ("Objections") to the form and/or contents of the Title Commitment. Buyer's failure to make objections within such time period will constitute waiver of Objections. Any matter shown on such Title Commitment and not objected to by Buyer shall be a "Permitted Encumbrance" hereunder. Seller will have sixty (60) days after receipt ofthe Objections to cure the Objections, during which period the Closing will be postponed as necessary. Seller shall use its best efforts to cure the Objections. If the Objections are not cured within such sixty (60) day period, Buyer will have the option to do either of the following: (i) Terminate this Agreement; or (ii) Waive the Objections and proceed to Closing. C. Title Policy. Seller will furnish to Buyer at Closing the Title Policy ("Title Policy"), the cost of which shall be Buyer's sole expense, issued by Title pursuant to the Commitment, or a suitably marked-up Commitment initialed by Title undertaking to issue such a Title Policy in the form required by the Commitment as marked up by Title. 11. REPRESENT A TIONS AND WARRANTIES REGARDING ENVIRONMENTAL LAWS. The Seller represents and warrants: A. That the property is an area designated as a Federal Superfund site within the Environmental laws and regulations of the United States Government. B. That to the best of Seller's knowledge, that all hazardous materials and substances on the property have been removed and that the property is fee of any hazardous substances. C. That Seller has no knowledge of any violations, claims, administrative proceedings or lawsuits relating to hazardous substances on the property accept that contained in paragraph 4E. D. That the property is not subject to any so-called "super liens" due to hazardous waste clean-up and that the Seller will keep the property free from such liens prior to Date of Closing. Doc# 1403922\3 D-4 '\ E. That the Buyer shall have necessary right of access to and right of inspection of the property prior to closing for the purpose of determining compliance with the representations and warranties set forth in this paragraph 11, including the right to conduct a Phase I and/or Phase II environmental audit ofthe property in Buyer's discretion and at Buyer's expense. Seller shall provide Buyer with a copy of any Phase I and Phase II environmental audit report obtained by Seller. 12. MINNESOTA LAW. This contract shall be governed by the laws of the State of Minnesota. 13. WELL DISCLOSURE. Seller certifies that the Seller does not know of any wells on the described real property. 14. INDIVIDUAL SEW AGE TREATMENT SYSTEM. Seller certifies that there is no individual sewage treatment system on or serving the property. / Doc# 1403922\3 B-5 EXHIBIT C , / OPTION TO PURCHASE THIS OPTION is granted this _ day of ,2001, by the Andover Economic Development Authority, a body corporate and politic under the laws of Minnesota, (hereinafter called "Optionor"), to United Properties Investment LLC, (hereinafter "Optionee"). WHEREAS, Optionor is the legal owner of certain real property situated in the County of Anoka, State of Minnesota, and more particularly and specifically described on Exhibit A. NOW, THEREFORE, in consideration of the covenants and agreements herein contained in that certain Development Agreement between the parties dated the _ day of ,2001, Optionor hereby grants Optionee an irrevocable Option to purchase the Option premises on the following terms: SECTION 1. PURCHASE PRICE AND OPTION PREMISES. / 1.1 In the event the Option hereby granted is exercised, the purchase price to be paid by Optionee to Optionor shall be Three and 20/100 Dollars ($3.20) per square foot and shall be paid in cash to the Optionor at the date of closing. Payment of the purchase price upon the exercise of the Option shall entitle Optionee to a Warranty Deed for all right, title and interest of Optionor in and to the Option Premises, free and clear of all mortgages, liens and encumbrances, except as created hereunder, and except zoning regulations, use restrictions of applicable governmental authorities, and utility easements of record. SECTION 2. OPTION TERM AND EXERCISE OF OPTION. Doc# 1403922\3 C-l 2.1 Unless extended, the term of the Option granted herein is for a period , commencing on execution thereof and continuing until 4:00 p.m., January 2, 2002, at the expiration of which time the Option shall terminate, and unless it is exercised prior thereto, Optionee shall have no further rights in and to the Option Premises. 2.2 The Option may be exercised by Optionee at any time during its term by providing notice of the exercise thereof in writing in the manner provided for notices in Section 10 hereof. 2.3 In the event this Option terminates, Optionee shall forfeit any right to the return of any sums paid to Optionor and Optionee agrees at its expense to execute, acknowledge, and deliver to Optionor, within twenty (20) days after written request, release of this Option or such other document as may be required by any title company, or title examiner, to remove the cloud of this Option from the Option Premises. SECTION 3. TITLE EXAMINATION. 3.1 Optionor, as soon as possible after exercise of this Option by Optionee, shall deliver to Optionee an abstract of title, certified to a current date, including all appropriate searches, including without limitation, state and federal tax lien searches, judgment searches in the district and county court in the county in which the Option Premises is located, current and delinquent taxes, special assessments, and delinquent utility bills, as such searches are made by the abstracter, showing marketable title to the Option Premises in Optionor. Optionee shall have twenty (20) days from and after receipt of the abstract of title in which to examine the same and notify Optionor in writing of any objections thereto. In the event no objections are made within said twenty (20) days period, such objections shall be deemed waived. If any objections are Doc# 1403922\3 D-2 made, Optionor, in good faith, shall use all diligence and make all reasonable efforts to promptly cure such objections and make title marketable and shall be allowed one-hundred-twenty (120) days after receipt of notice thereof to do so. SECTION 4. TITLE DEFECTS. 4.1 In the event, following the exercise of this Option, Optionor is unable to close on the date designated for closing in Section 7 hereof, because of the existence of title defects or objections which have not been removed to the satisfaction of counsel for Optionee or a title insurance company licensed to do business in the State of Minnesota, Optionee may elect any one of the following procedures: (a) Accepting the Option Premises subject to any title defects or objections and closing shall be held within ten (10) days after Optionee gives written notice of such election. / (b) Extending closing for such time as may be mutually agreeable to the parties to afford Optionor time for curing said defects or objections up to sixty (60) days; or (c) Terminating this Agreement. If Optionee makes the election set forth in Section 4.l(b) above, at the expiration of said sixty (60) days extension, if the objections to title or title defects have not been removed or cured to the satisfaction of counsel for the Optionee or such title insurance company described above, Optionee may then elect to terminate this Agreement, or waive such defect. SECTION 5. REPRESENTATIONS AND WARRANTIES. 5.1 Optionor represents and warrants to Optionee as follows: / Doc# 140392213 C-3 (a) Optionor is, or will be, lawfully seized in fee simple of the Option Premises at the time of closing; (b) Optionor will defend title and quiet enjo~ent of the Option Premises against the lawful claims and demands of all persons; (c) Optionor knows of no unrecorded agreements not described herein affecting any of the Option Premises; (d) Optionor will not commit waste or materially damage the Option Premises. SECTION 6. CONDITIONS PRECEDENT. 6.1 Notwithstanding anything stated herein to the contrary, Optionee's obligation to perform at the closing shall, at Optionee's election, be conditioned upon the satisfaction of each of the following conditions precedent: (a) Optionor shall have performed and complied with all agreements and conditions , required by this Option to be performed and complied with prior to or at the closing, and shall certifY in such detail as Optionee may specifY to the foregoing effect; (b) At the closing, there shall have been no material damage to, or destruction of, the Option Premises; (c) All legal matters in connection with the performance of Optionor of its obligations in this Option shall be reasonably satisfactory to counsel for Optionee, or such title insurance company described in Section 4.1. 6.2 Notwithstanding anything stated herein to the contrary, Optionor's obligation to perform at the closing shall, at Optionor's election, be conditioned upon the satisfaction of each of the following conditions precedent: Doc# 1403922\3 D-4 , (a) Optionee shall perform and comply with all agreements and conditions required by this Option to be performed and complied with prior to or at closing, and shall certify in such detail as Optionor may specify the foregoing effect; and (b) All legal matters in connection with the performance of Optionee of its obligations under this Option shall be reasonably satisfactory to counsel for Optionor, or such title insurance company described in Section 4.1. SECTION 7. CLOSING. 7.1 Closing hereunder shall take place on one of the following applicable closing dates: (a) Thirty (30) days after Optionor has delivered the abstract of title to Optionee for examination pursuant to Section 3 hereof, provided no objections have been made to title and there are no title defects; or (b) Ten (10) days after the expiration of the one-hundred-twenty (120) day period permitted for the removal of title objections and title defects as provided in Section 3 hereof, provided, however, that all title objections and title defects have been removed to the satisfaction of counsel for the Optionee, or such title insurance company described in Section 4.1. SECTION 8. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. In the event this Option is exercised, real estate taxes due and payable in the year of closing shall be pro-rated between the Optionor and Optionee on a calendar year basis to the actual date of closing. Optionor shall pay on the date of closing all installments of special assessments certified for payment with the real estate taxes due and payable in the year of closing. Doc# 1403922\3 C-5 Optionor shall pay on Date of Closing all other special assessments levied or pending as / of the date hereof. Optionor shall pay on the Date of Closing any deferred real estate taxes or special assessments or deferred connection charges, payment of which is required as a result of the closing of the sale. Optionee shall pay real estate taxes due and payable in the year following closing and thereafter and any unpaid special assessments payable therewith and thereafter, the payment of which is not otherwise provided herein. Optionor makes no representation concerning the amount of future real estate taxes or of future special assessments. SECTION 9. POSSESSION. Possession of the Option Premises to be conveyed hereunder shall be given and the risk of loss and damage thereto shall pass at the closing, and pending closing shall be borne by Optionor. SECTION 10. NOTICES. 10.1 All notices, requests, demands, elections, and other communications required or permitted by this Option Agreement shall be in writing and shall be deemed to have been given at the time when mailed in any United States Post Office or Branch United States Post Office, registered or certified mail, with return receipt requested, postage prepaid, to the addresses set forth below, which addresses may be amended in writing from time to time, in the manner herein provided for notices: Notice as to Optionor: Executive Director Doc# 1403922\3 D-6 Andover Economic Development Authority 1685 Crosstown Boulevard NW Andover, Minnesota 55304 Notice as to Optionee:United Properties Investment LLC 3500 West 80th Street Suite 200 Bloomington, Minnesota 55431 Attn: Frank J. Dutke and Bruce Carlson SECTION 11. ENTIRE AGREEMENT, MODIFICATION AND WAIVER. This Agreement constitutes the entire Agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understanding, negotiations and discussions, whether oral or written, of the parties; there are no warranties, representations or agreements among the parties in connection with the subject matter hereof, except as set forth or referred to herein. No supplement, modification or waiver to this Agreement or any provisions shall be binding unless executed in writing by the parties to be bound. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provisions, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. SECTION 12. ASSIGNMENT; RECORDING 12.1 All representations, warranties, covenants and conditions made pursuant to this Agreement, and all agreements made by the parties pursuant to this Agreement shall survive the consummation of the transaction or transactions contemplated by this Agreement, and all the representations and warranties made in any document delivered in connection herewith shall survive the delivery of the deed and shall not be merged therein, any rule of law to the contrary notwithstanding. " / Doc# 1403922\3 C-7 , IN WITNESS WHEREOF, the parties have duly executed this Option Agreement the day and year first above written. ANDOVER ECONOMIC DEVELOPMENT UNITED PROPERTIES INVESTMENT AUTHORITY LLC By: By: Michael R. Gamache Its: President By: By: John Erar Its: Executive Director STATE OF MINNESOTA ss COUNTY OF The foregoing instrument was acknowledged before me this _ day of ,2001 by Michael R. Gamache and John Erar, the President and Executive Director of the Andover Economic Development Authority, a body corporate and politic under the laws of Minnesota, on behalf of the authority. Notary Public STATE OF MINNESOTA ss COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this _ day of , 2001 by and , the and of United Properties Investment LLC, a limited liability company under the laws of Minnesota, on behalf of the company. Doc# 1403922\3 D-8 , Notary Public Doc# 1403922\3 C-9 \ EXHIBIT D DECLARATION OF RESTRICTIVE COVENANT THIS DECLARATION OF RESTRICTIVE COVENANT ("Declaration") is made and entered into this day of , 2002, by the Andover Economic Development Authority ("EDA"). WHEREAS, said EDA is the owner of that certain tract of land described on the attached Exhibit A (the "Property"); and WHEREAS, United Properties Investment LLC, a Minnesota limited liability company ("UPI") is acquiring that certain tract of land legally described on Exhibit B which is being conveyed this date from the EDA to UPI ("Lot 1 "); WHEREAS, in order to comply with certain requirements of that certain Development Agreement between the EDA and UPI, the Property is to be restricted as set forth hereafter ("No Grocery Use Restriction"); WHEREAS, Grantor is willing to impose the No Grocery Use Restriction as set forth below. / NOW THEREFORE, Grantor in consideration of One Dollar ($1.00) and other good and valuable consideration to it in hand paid by UP, the receipt and sufficiency of which are hereby acknowledged, hereby conveys and quitclaims to said UPI, its successors and assigns in and to Lot 1 (herein referred to as the "Grantee"), the following No Grocery Use Restriction, covenant and equitable servitude for the benefit of Grantee and appurtenant to Lot 1: 1. EDA agrees, for a period of 30 years from the date of this Declaration, that neither it nor its successors or assigns in, to or under the Property (herein collectively referred to as the "Grantor"), shall not itself nor shall it enter into any lease agreement, sale, conveyance, assignment, transfer or other agreement which would allow any portion of the Property to be utilized as its "Primary Business" the "Restricted Use". 2. "Restricted Use" shall mean the retail sale of food, food stuffs and/or grocenes. The Restricted Use does not mean the sale of food or foodstuffs which are ready for immediate consumption whether sold for on-site consumption, such as restaurants, coffee shops etc., or take out, such as fast food restaurants, pizza delivery, etc. 3. "Primary Business" shall mean a store or other retail business facility with more than 3,000 square feet of sales area devoted to sales of the Restricted Use. Accordingly a business with 3,000 square feet of area or less selling food or food stuffs, such as a deli, convenience store, etc., shall not be deemed a violation of the No Grocery Doc# 1403922\3 D-l , Use Restriction so long as the area within the business and/or store devoted to the Restricted Use is 3,000 square feet or less. 4. Grantor hereby grants, declares and agrees that the foregoing shall be deemed a restrictive covenant and shall constitute the "No Grocery Use Restriction". 5, In the event Grantee claims Grantor has violated this Declaration, Grantee shall provide Grantor with written notice identifying the violation ("Notice of Violation") and Grantor shall then have fifteen (15) days in which to cure any such violation. If at the end of said fifteen (15) day period, a violation continues, then Grantee may elect to proceed with anyone, or all of the following: (i) It may seek injunctive relief to enjoin the violation of this Declaration; or (ii) It shall be entitled to such other remedies available at law or in equity, however in no event shall Grantee be entitled to punitive or consequential damages arising out of any breach or alleged breach of this Declaration. (iii) In the event an action is commenced to enforce any provision of this Declaration, the prevailing party shall be entitled to recover costs and expenses incurred in such action, including reasonable , attorneys' fees, from the non-prevailing party(s). (iv) Any action seeking one or more forms of relief shall not be a bar to an action at the same or subsequent time seeking other forms of relief. Any delay in realizing or failure to realize on any remedy herein for a default or breach hereunder shall not be deemed a waiver of that default or breach or any subsequent default or breach of a similar or different kind, and no waiver of any right or remedy hereunder shall be effective unless in writing and signed by the person against whom the waiver is claimed. 6. The above No Grocery Use Restriction is intended to be a servitude running with the land and shall bind EDA and all future owners and occupants ofthe Property, shall be for the benefit of each ofUPI (and the successors and assigns ofthe fee owner of Lot 1) and shall not be amended, revoked, or altered except by instrument containing the written consent of the fee owner Lot I and duly recorded with the Anoka County Recorder/Registrar of Titles. IN WITNESS WHEREOF, Grantor has hereunto set its hand the day and year first above written. / Doc# 1403922\3 D-2 \ ANDOVER ECONOMIC DEVELOPMENT AUTHORITY By: Michael R. Gamache President By: John Erar Executive Director STATE OF MINNESOTA ss COUNTY OF ANOKA The foregoing instrument was acknowledged before me this _ day of , 2002 by Michael R. Gamache and John Erar, the President and Executive Director of the Andover Economic Development Authority, a body corporate and politic under the laws of Minnesota, on behalf ofthe authority. , Notary Public This instrument drafted by: , / Doc# 1403922\3 D-3 If. '\ CITY OF ANDOVER / 1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304 . (763) 755-5100 FAX (763) 755-8923. WWW.C1.ANDOVER.MN.US TO: Commissioners ofthe Economic Development Authority CC: John Erar, Executive Directo~ FROM: David 1. Carlberg, Community Development Director SUBJECT: Approve Association Documents - Andover Station DATE: June 26, 2001 INTRODUCTION The Economic Development Authority is requested to review and approve the association documents for Andover Station (attached). DISCUSSION The EDA reviewed the association documents (covenants) on February 22, 2001 and again on April 19,2001. The requested changes and corrections to the documents have been made from these meetings. RECOMMENDATION Staff recommends the approval of the association documents. Respectfully submitted, ~ c/tU4- David 1. Carlberg Community Development Director Cc: I , 06/11/2001 14:51 LRW OFFICE 2140 4TH RUE ~ 763755Sg23 NO.512 Gl02 '\ / ARTICLES OF INCORPORATION OF ANDOVER STATION OWNERS ASSOCIATION The undersigned, being of full age, for the purpose of forming a non-profit corporation under Chapter 317 of the Minnesota Statutes, as amended, hereby associate ourselves as a body corporate and adopt these Articles of Incorporation. ARTICLE I Name The name of the corporation shall be the ANDOVER STATION OWNERS ASSOCIATlON. There shall be no corporate seal. ARTICLE II Registered Office / The registered office of the ANDOVER STATION OWNERS ASSOCIATION shall be located at 16B5 Crosstown Boulevard NW, Andover, Minnesota 55303. ARTICLE III Purpose and Powers of the Association The purposes of the Andover Station Owners Association are: to provide for improvement and maintenance of the Common Property located within Anoka County and to promote the recreation, health, safety and welfare of the residents within Andover Station. To accomplish the foregoing purposes, Andover Station Owners Association, shall have the following powers: la) To exercise all of the powers and privileges and to perform all of the duties and obligations of the Andover Station Association, as set forth in that certain Declaration of Covenants, Conditions and Restrictions, hereinafter called the "Declaration", and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length; 1 .TIIN 11 ?~~1 1"": <=;1"1 '7~~ d?1 d?1~ PAr.\= ~? , 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 GJ03 Ib) To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Andover Station Owners Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Andover Statioll Owners Association; leI To acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for publiC use or otherwise dispose of real or personal property in connection with the affairs of the Andover Station Owners Association. (d) To borrow money, and with the assent of members holding two-thirds (2/31 of the votes in each class of voting membership mortgage, pledge. deed In trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; (e) To dedicate. sell or transfer all or any part of the Common Area of the Andover Station Owners Association to any public agency, authority, or / utility for such purposes and subject to such conditions as the Andover Station Owners Association, shall deem appropriate. No such dedication or transfer shall be effective unless an instrument directing such dedication, sale or transfer has been signed by members holding two-thirds (2/3) of the votes in each class of voting membership; If) To participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assents of members holding two-thirdS (2/3) of the votes in each class of voting membership; {g} To have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Minnesota by law may now or hereafter have or exercise. ARTICLE IV No Pecuniary Gain to Members Each owner of a Lot which is subject to assessment by the Association shall I be a member a member of the Association. Membership shall be appurtenant to and 2 . JUN 11 2001 14:59 763 421 4213 PAGE. 03 ~b/1l/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 [;>04 may not be separated from ownership of such Lot. The Association shall have two classes Of votIng membership: Class A. Class A members shall be all Owners of one or more Lots, except the Andover Economic Development Authority, (the "Declarant"). Each Class A member shall be entItled to one vote for each Lot owned by him. When more than one person own any Lot, all such persons, shall be members. The vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be case with respect to anyone Lot. Class B. The Class B members shall be Andover Economic Development Authority, its successors and assigns, the Declarant. The Class B members shall be entitled to three votes for each Lot owned by them which is shown on a development plan which has been approved by the City of Andover and shown on Plat or Plats subject to the Declaration. Upon completion of the purchase of a Lot from Declarant and construction of a building thereon. the owner of such Lot shall be entitled to vote as a Class A member and the Class B members shall no longer be entitled to any votes with respect to that lot. The Class B member shall cease when Class A memberships on each / Lot have been established for all property now and hereafter subject to the Declaration. ARTICLE V Board of Directors The affairs of the Andover Station Owners Association shall be managed by a Board of Directors. The number of directors shall be prescribed in the Bylaws of the Andover Station Association. The initial Board of Directors shall consist of nine (9J directors, each of whom shall continue in office until the first meeting of the members and until his successor is elected and qualified. Notwithstanding anything to the contrary herein, the City of Andover shall perpetually be entitled to have one non- voting member of the Board of Directors of the Association. The names and addresses Of the members of the first Board of Directors are as follows: Michael R. Gamache '685 Crosstown Boulevard NW Andover, Minnesota 55304 Don Jacobson '685 Crosstown Boulevard NW Andover, Minnesota 55304 3 JUN 11 2001 14:59 763 421 4213 PAGE. 04 k:lb/1l/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 GJ05 \ / Julie Trude 1685 Crosstown Boulevard NW Andover, Minnesota 55304 Mike Knight '685 Crosstown Boulevard NW Andover, Minnesota 55304 Ken Orttel '665 Crosstown Boulevard NW Andover, Minnesota 55304 Fred larson III '685 Crosstown Boulevard NW Andover, Minnesota 55304 Robert Nowak. 1685 Crosstown Boulevard NW Andover, Minnesota 55304 Edward F. Schultz , 685 Crosstown Boulevard NW Andover, Minnesota 55304 Terri Hokanson '685 Crosstown Boulevard NW Andover, Minnesota 55304 ARTICLE VI / Dissolution The Association may be dissolved with the assent given in writing and signed by members holding not less than two-thirds (2/3) of the votes in each class of voting membership. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association is created. In the event that such dedication is refused acceptance, such assetS shall be granted, conveyed and assigned to any nonprofit corporation, association. trust and assigned to any nonprofit corporation, association, trust, or other organizalion to be devoted to such similar purposes. ARTICLE VII Duration The duration of the Andover Station Owners Association shall be perpetual. , 4 JUN 11 2001 14:59 763 421 4213 PRGE.05 05/11/2001 14:51 LAW OFFICE 2140 4TH AVE ~ 7537558523 NO.512 [;105 ARTICLE VIII Incorporators The following person constitutes the incorporator who is forming the Andover Station Owners Association: William G. Hawkins 2140 Fourth Avenue North Anoka, Minnesota 55303 ARTICLE IX Capital Stock The Andover Station Owners Association shall have no capital stock. ARTICLE X Personal Liability of Members The members of the Andover Station Owners Association shall have no liabilitY for obligations of Andover Station Owners Association. ARTICLE XI Amendments These Articles of Incorporation may be amended, at a regular or special meeting of the members, by a vote of members holding not less than two-thirds (2/3) of the votes in each class of voting membership, present in person or by proxy. IN WllNESS WHEREOF, the undersigned has executed these Articles of Incorporation this day of ,2001. / 5 JUN 11 ~~~1 14:SQ '7~, 4?1 4?1, POr.:~ V\~ 06/11/2001 14:51 LRW OFFICE 2140 4TH RUE ~ 7637558923 NO.512 (;107 '\ J STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) On this _ day of , 2001. before me. a Notary Public within and for said County, personally appeared . to me known to be the person described in and who executed the foregoing instrument and acknowledged that he executed the same as his free act and deed. Notary Public ) 6 JUN 11 2001 14:59 763 421 4213 PAGE. 07 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 [;108 BY-LAWS OF ANDOVER STATION OWNERS ASSOCIATION ARTICLE I NAME AND LOCATION The name of the corporation is the ANDOVER STATION OWNERS ASSOCIATION hereinafter referred to as the "Association." The principal office of the corporation shall be located at 1685 Crosstown Boulevard NW, Andover. Minnesota 55304. but meeting and members and directors may be held at such places within the State of Minnesota, County of Anoka. as may be designated by the Board of Directors. ARTICLE II DEFINITIONS Section 1. "Association" shall mean and refer to the ANDOVER STATION OWNERS ASSOCIATION. its successors and assigns. Section 2. "Properties" shall mean and refer to that certain real property described in the Declaration of Covenants, Conditions and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association. Section 3. "Lot" shall mean and refer to any plat of land shown upon any recorded subdivision map of the properties. Section 4. .Ownern shall mean and refer to the record owner, whether one 1 JUN 11 2001 15:00 763 421 4213 PRGE.08 06/11/2001 14:51 LRW OFFICE 2140 4TH RUE ~ 7637558323 NO.512 [;103 , / or more persons or entities, of the fee simple title to any lot which is a part of the properties. including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 5. "Declarant" shall mean and refer to the Andover Economic Development Authority, a body corporate and politic, its successors or assigns. Section 6. "Declaration" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions applicable to the properties recorded in the office of the County Recorder for Anoka County, Minnesota. as Andover Station. Section 7. "Members" shall mean and refer to those persons entitled to membership as provided in the Declaration. '\ ARTICLE III / MEETING OF MEMBERS Section 1. Annual Meetings. The first annual meeting of the members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month thereafter, at the hour of 7:00 o'clock P.M. If the day for the annual meeting is a legal holfday, the meeting will be held at the same hour on the first day following which is not a legal holiday. Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitled to vote Yo of all votes of the membership. Section 3. Notice of Meetings. Written notice of each meeting of the I 2 JUN 11 2001 15: 00 763 421 4213 PAGE. 09 . 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 [;110 , , members shall be given by, or at the director of, the secretary or person authorized to call the meeting. by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notic,e. Such notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Section 4. Quorum. The presence at the meeting of members entitled to cast or proxies entitled to case, twenty-five (25%) percent of the votes of the members shall constitute a quorum from any action unless otherwise provided in the Articles of Incorporation, the Declarations, or these By-Laws. If, however, such Quorum shall not be present or represented at any meeting, the members present and entitled to vote shall have power to adjourn the meeting from time to time. without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented. Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot. ARTICLE IV BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE I Section t. Number. The affairs of this Association shall be managed by a 3 JUN 11 2001 15:00 763 421 4213 PAGE. 10 06/11/2001 14:51 LRW OFFICE 2140 4TH RUE ~ 7637558923 NO.512 rill , Board of nine (9) Directors. who need not be members of the Association. Notwithstanding anything TO the contrary herein. the CitY of Andover shall perpetually be entitled to have one non-voting member of the Board of Directors of the Association. Section 2. Term of Office. At the first annual meeting the members shall elect four (4) directors for a term of one {11 year, five (5) directors for a term of three (31 years; and at such annual meeting thereafter the members shall elect nine (9) directors for term of three (3) years. Section 3. Removal. Any Director may be removed from the Board, with or without cause. by a majority vote of the members of the Association. In the event of death, resignation or removal of a director, a successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Section 4. Compensation. No director shall receive compensation for any service the director may render to the Association. However, any director may be reimbursed for actual expenses incurred In the performance of duties. Section 5. Action Taken Without a Meetin!l. The Directors shall have the right to take any action in the absence of a meeting which they could t:ake a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors. 4 JUN 11 2001 15:00 763 421 4213 PAGE. 11 I::lb/ll/~1::l01 14:51 LAW OFFICE 2140 4TH AVE ~ 7637558323 NO.512 G/12 , ARTICLE V NOMINATION AND ELECTION OF DIRECTORS Section ,. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting and such appointments shall be announced at each annual meeting- The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or nonmembers. Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy. as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. , ; 5 JUN 11 2001 15:01 763 421 4213 PAGE. 12 . 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558323 NO.512 [;113 , ) ARTICLE VI MEETING OF DIRECTORS Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting should be held at the same tima on the next day which is not a legal holiday. Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association. or by any two directors, after not less than three days notice to each director. Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting or which a quorum is present shall be regarded as the act of the Board. ARTICLE VII POWERS AND DUITES OF THE BOARD OF DIRECTORS Section 1. Powers. The Board of Directors shall have power to: la) Adopt and publish rules and regulations governing the use of the Common Area and the maintenance thereof. Ibl Levy assessments as more fully set forth in Article XI of these By- Laws and in the Declarations, for the maintenance, repair and insurability of the Common Area; 6 JUN 11 '~~1 15:~1 7F;3 4'1 4'13 PAGF= _ 13 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 Gl14 J Ie) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration; (d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three consecutive regular meetings of the Board of Directors; (e) Employ a groundskeeper, an independent contractor, or such others as the Board deems necessary. to insure the continued maintenance of the Common Area; and (f) Obtain liability insurance for the Common Area in an amount deemed appropriate by the Board. Section 2. Duties. It shall be the duty of the Board of Directors to: (a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual '. meeting of the members, or at any special meeting when such J statement is requested in writing by a ~ of the members who are entitled to vote; (b) Supervise all offices, agelits and employees of the Association and to see that their duties are properly performed; Ie) As more fully provided in the Declaration, to: 11) Fix the amount of the annual assessment against each lot at (east thirty 13}) days in advance of each annual assessment; (2) Send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment; and (3) Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the owner personally obligated to pay the same. (dl Issue or to cause an appropriate office to issue, upon demand by any I person, a certIficate setting forth whether or not any assessment has 7 JUN 11 2001 15:01 71';~ 4?1 4?n PClr:;~ 14 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 In5 been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; (e) Procure and maintain adequate liability and hazard insurance on the Common Area; (f} Cause all officers or employees having fiscal responsibilities to be bonded, as the Board may deem appropriate. ARTICLE VIII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Offices. The officer of this Association shall be a president and vice-president. who shall at all times be members of the Board of Directors. a secretary, and a treasurer, and such other officers as the Board may , ) from time to time by resolution create. Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members. Section 3. Term. The officers of this Association shall be ejected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period. have such authority. and perform such duties as the Board may, from time to time, determine. I 8 JUN 11 2001 15:01 763 421 4213 PAGF_1c; 1216/11/21211211 14:51 LRW OFFICE 214121 4TH RVE ~ 7637558923 NO.512 [;116 \ / Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time giving wrinen notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make It effective. Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of J any of the other offices except In the case of special offices created pursuant to Section 4 of this Article. Section 8. Duties. The duties of the officers are as follows: President (a) The president shall preside at all meetings of the Board of Direc1ors; shall see that orders and resolutions of the Board are carried out; shall sign all leases. mortgages. deeds and other written instruments and shall co-sign all checks and promissory notes. Vice-President (b) The vice-president shall act in the place and stead of the president in / the event of his absence. inability. or refusal to act. and shall exercise and 9 JUN 11 201211 15:1211 763 421 4213 PRGE.16 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 [;117 \ / discharge suCh other duties as may be required of him by the Board. Secretary Ie) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the members; keep appropriate current record showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board. Treasurer ld) The treasurer shall receive and deposit in appropriate bank accounts all " monies of the Association and shall disburse such funds as directed by resolution / of the Board of Directorsj shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at Its regular annual meeting, and deliver a copy of each to the members. . ARTICLE IX COMMITTEES The Association shall appoint a Nominating Committee, as provided in these Bv-Laws. In addition the Board of Directors shall appoint other committees as / deemed appropriate in carrying out its purpose. 10 JUN 11 2001 15:02 763 421 4213 PAGE. 17 , 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 Gl18 '\ I J ARTICLE X BOOKS AND RECORDS The books. records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost. ARTICLE XI ASSESSMENTS As more fully provided in the Declaration, each member is obligated to pay , to the Association annual and special assessments which are secured by a / continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be dellnQuent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rata of six (6%1 percent per annum or the maximum allowable by law, whichever is greater, and the Association may bring an action at law against the owner personally obligated to pay the same or foreclose the lien against the property, and interest. costs. and reasonable attorney fees of any such action shall be added to the amount of such assessment. No owner may waiver or otherwise escape liability for the assessments provided for herein abandonment of hiS Lot. , , / '1 JUN 11 2001 15:02 763 421 4213 PAGE.1S 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 [;119 "- ARTICLE XII AMENDMENTS Section 1. These By-Laws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy. Section 2. In the case of any conflict between the Articles of Incorporation and these By-Laws. the Articles shall control. and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control. ARTICLE XIII \ MISCELLANEOUS / The fiscal year of the Association shall begin on the first day of January and end on the 3'" day of December of every year, except that the first fiscal year shall begin on the date of incorporatIon. IN WITNESS WHEREOF, we being all of the directors of the ANDOVER STATION OWNERS ASSOCIATION have hereunto set our hands this day of ,2001. Michael R. .Gamache Don Jacobson \ / Julie Trude 12 JUN 11 2001 15:02 763 421 4213 PAGE. 19 . 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 [;120 , I Mike Knight Ken Orttel Fred Larson III Robert Nowak Edward F. Schulte Terri Hokanson STAlE OF MINNESOTA ) 155. COUNTY OF ANOKA I The foregoing instrument was acknowledged before me this day of . 2001. by Michael R. Gamache. Don Jacobson. Julie Trude, Mike Knight, Ken Orttel, Fred Larson III, Edward F. Schulte, Terri Hokanson and Robert Nowak of the ANDOVER STATION OWNERS ASSOCIATION. a Minnesota corporation, on behalf of the corporation. Notary Public \ / I , I 13 I I I ! JUN 11 2001 15:02 763 421 4213 PAGE. 20 06/11/2001 14:51 LRW OFFICE 2140 4TH RVE ~ 7637558923 NO.512 [;121 '. I CERFICIATION I, the undersigned, do hereby certify: THAT, , am duly elected and acting secretary of the ANDOVER STATION OWNER ASSOCIATION, a Minnesota corporation, and, THAT the forgoing BV-Laws constitute the original By-Laws of said Association, as duly adopted at a meeting of the Board of Directors thereof. held on the day of .2001. IN WITNESS WHEREOF, I have hereunto subscribed my name on behalf of said Association this day of ,2001. Secretary I 14 .TIIN 11 ;>y,y, 1 1 c;: vI;> ?i=., <1;>1 <1;>n PAr.i= ;>1 , ANDOVER STATION COMMERCIAL PARK COVENANTS June 15, 2001 . I TABLE OF CONTENTS Page '\ PREAMBLE........................................................... ............................. 1 SECTION 1- DEFINITIONS.................................................................... 1 1.01 Andover Review Committee............. ......................... .................. I 1.02 Building Site............... ........ ..................... ............................... I 1.03 Declarant.................................................................... ........... I 1.04 Improvements......................................................................... I 1.05 Lots.......................... ........................................................... 2 1.06 Occupant............................................................................... 2 1.07 Owner.......................................... .......................... ............ .. 2 1.08 Parcel.................... ............................................................... 2 1.09 Person.................................................................................. 2 1.10 Property. . .. . . .. . . . .. . . .. .. . .. . .. . . . . .. . .. .. . . .. . .. . .. .. . . .. .. .. . . . . . . . .. . . . . . . .. . . . . ... 2 1.11 Street..................................... .............................................. 2 1.12 Permitted Uses.................................................... . .. . . . . . . . .. .. . . .. ',' 2 1.13 Excluded Uses...................... .................................................. 4 SECTION 2 - PROJECT DESIGN STANDARDS......................................... 4 2.01 Site Plan.................... ......................... .................................. 6 2.02 Landscaping......... .................................................................. 10 2.03 Architectural Standards.. ......... ...................,...... ........................ 12 2.04 Parking Loading and Unloading Areas........................................... 15 2.05 Exterior Lighting..................................................................... 16 2.06 Signage..... ........................................................................... 18 2.07 Construction and Maintenance.................................................... 23 2.08 Residential Design Standards...................................................... 25 SECTION 3 - ARCHITECTURAL AND SITE REVIEW............................... 28 3.01 Review................................................................................ 28 3.02 Approval.. .................................. ............. ........................ ..... 29 3.03 Disapproval............................................... .. .. . . .. . . . . . . .. . . .. . .. . ... 29 3.04 Restrictions on Construction and Alteration.................................... 30 3.05 Development Guidelines.......... ................................................. 30 SECTION 4 - ENFORCEMENT.............. ......... ................................ ...... 31 4.01 Termination.......................................................................... 31 4.02 Enforcement Procedures............................................................ 31 4.03 Failure of Enforcement............................................................. 31 4.04 Variances.......................................................................... .... 31 4.05 Severability......................... ............................................. ..... 31 4.06 Review................................................................................ 31 4.07 Amendments......................................................................... 31 SECTION 5 - MISCELLANEOUS........................................................... 32 5.01 Mortgages............................................................................ 32 5.02 Special Events........................................... ............................ 32 EXHffiIT A - LEGAL DESCRIPTION..................................... ................ 35 EXHffiIT B. REGULATING PLAN ........................................................ 36 EXHIBIT C - MATERIALS P ALA TIE ............................................... ..... 37 i \ DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR ANDOVER STATION This Declaration is made as of _ day of _, 2001 by the Andover Economic Development Authority (EDA) , a body corporate and political (the "Declarant"). WHEREAS, Declarant is the owner of real property in the City of Andover, Anoka County, Minnesota, legally described on Exhibit A. and Declarant desires to submit said real property and all improvements on it (collectively called the "Property") to the provisions of this Declaration; and WHEREAS, Declarant desires to declare and establish covenants, conditions, and restrictions which will benefit and burden the Property for the purpose of facilitating development of the Property and for the purpose of protecting and preserving the value and desirability of the Property. THEREFORE, Declarant declares that the Property, shall be owned, used, occupied and conveyed subject to the covenants, conditions and restrictions set forth in this Declaration, all of which shall be binding on all Persons owning or acquiring any right, title or interest in the Property and their heirs, personal representatives, successors and assigns. SECTION 1 DEFINITIONS 1.01 "Andover Review Committee " shall be the authority charged with project review and shall consist of representatives from the following City of Andover Departments: Planning, Engineering, Building, Public Works, Fire, Administration, and Finance. (the "ARC"). 1.02 "Building Site" shall mean any lot or portion thereof, or two or more contiguous lots, or portions thereof, or a parcel of land upon which an industrial, retail, office or residential building or buildings and appurtenant structures may be erected, any part of which is subject to the terms of this Declaration. 1.03 "Declarant" shall mean the Andover Economic Development Authority (EDA). 1.04 "Improvements" shall mean all structures and other construction on a lot or, parcel for a use permitted by the zoning ordinance of the City of Andover, including, but not limited to, buildings, outbuildings, parking areas, loading areas, outside platforms and docks, driveways, walkways, fences, lawns, landscaping, signs, retaining walls, screening walls, decks, poles, berms, swales and exterior lighting. / Andover Station Commercial Park Covenants June 15.2001 - 1 - \ 1.05 "Lot" shall mean a portion of the Property identified as a lot on a subdivision plat / prepared in accordance with Minnesota Statutes, Chapter 505, and filed for recording in the Anoka County Recorder's Office. 1.06 "Occupant" shall mean any Person, other than an owner, in possession of a lot or parcel. 1.07 "Owner" shall mean the recorded owner of a lot or parcel, whether one or more persons, but excluding contract for deed vendors, mortgagees and other secured parties. The term "Owner" includes, without limitation, contract for deed vendees and holders of a life estate. 1.08 "Parcel" shall mean a tract of land separately described and identified as a "Parcel" within the Property. The covenants, conditions and restrictions in this Declaration which apply to each lot shall also apply to each parcel. 1.09 "Person" shall mean a natural individual, corporation, limited liability company, partnership, trustee, or other legal entity capable of holding title to real Property. 1.10 "Property" shall mean all of the real Property submitted to the provisions of this Declaration, including all improvements located on the real Property now or in the future. The Property as of the date of this Declaration is legally described on Exhibit A. 1.11 "Street" shall mean a portion of the Property dedicated to the public and shown as a street or internal drive on a subdivision plat prepared in accordance with Minnesota Statues Chapter 505 and filed for recording in the Anoka County Recorder's Office. 1.12 "Permitted Uses" shall mean the permitted uses of the Property be limited to community commercial, office, entertainment, office warehouse and residential as defined below. The uses shall be limited to those as defined herein. If there is a question as to whether or not a use meets the definition, the Economic Development Authority shall make that interpretation. Permitted uses shall be allowed only in the areas specified on Exhibit B for which they are specified below. The Block and Lot designations in final plats approved for phases of development may differ from those specified below. However, the permitted uses shall continue to be those specified below for the Lots identified on Exhibit B. Community Commercial Establishments engaged in commercial operations including retail trade and services and hospitality industries. Areas designated as Community Commercial are shown on Exhibit B. Preferred uses shall include, but are not limited to, the following: I Andover Station Commercial Park Covenants June 15.2001 -2 - . Apparel and Clothing . Barber and Beauty Shop . Book Store . Florist . Food and Grocery Stores . Jewelry Store . Leather Goods . Music Store . Photography Studio . Optometrist . Sporting Goods Permitted uses shall include the following: . Antiques . Bicycles . Bakeries . Candy . Carpets & Rugs . Catering Establishments . China & Glassware . Clothing & Costume Rental . Department Stores . Electrical Sales & Repair . Furniture . Gifts . Hobby Shops . Household Appliances . Interior Decorating . Laundry & Dry Cleaning Pickup . Locksmith Shop . Luggage . Office Supply & Equipment . Paint & Wallpaper Sales . Pharmaceutical . Restaurants , . Tailoring . Tobacco . Toys . Variety Stores Office Establishments engaged in strictly office operations not requiring loading or warehousing facilities. Areas designated for Office uses are shown on Exhibit B. The following are permitted uses: . Scientific and Technology Industries . Office and Administrative Facilities . Financial Institutions . Conference Centers . Health and Dental Care Facilities . Hotels and Motels . Day Care Facilities . Veterinary Hospital Office\ Warehouse Establishments engaged in operations requiring both office and warehousing facilities. Office space shall constitute at least 20% of floor area. There' shall be minimal impact upon the surrounding environment by noise, vibration smoke, J Andover Station Commercial Park Covenants June 15,2001 - 3 - dust or pollutants. Areas designated as Office\Warehouse are shown on Exhibit B. The following are permitted uses: . Indoor limited retail sales accessory to office\manufacturing uses . Scientific and Technology Industries . Indoor Showroom . Office and Administrative Facilities Entertainment Areas designated as Entertainment are shown on Exhibit B. The following are permitted uses: . Theatres . Restaurants (with or without on sale liquor) . Health Club . Private Clubs, Lodges, Halls or Convention Centers . Indoor Commercial Recreation Residential Areas designated as residential are shown on Exhibit B. 1.13 "Excluded Uses" shall mean the following uses and activities are prohibited within the Property: . Contractors Yards , . Lumber Yards i . Home Improvement\BuiIding Supply . Garden\Landscape Center . Auto Related industries including sales and repair . Used Material Yard . Exterior storage and sales . Manufacture, storage or sale of explosives or similar dangerous products . Trucking Terminal. . "Adult Uses" as regulated by city ordinances SECTION 2 PROJECT DESIGN STANDARDS Development Theme The purpose of the Andover Station development is to provide for the orderly and integrated development of a high quality Commercial Center that includes a mix of shops, offices, entertainment, housing, recreation, community facilities, and open space. The Andover Station intends to offer citizens a place to enjoy an active street life, community activities, and a neighborhood retail experience. / Andover Station Commercial Park Covenants June 15,2001 -4- The Andover Station standards are the regulating zoning standards for the GB, General "- Business Zoning District. Other standards in the zoning ordinance or other regulatory controls / notwithstanding, where there is conflict between the Andover station standards and specific elements of the other City ordinances or regulations, the Andover station standards shall prevail.' Where there is no conflict and when the Andover Station standards do not address a specific instance, other City standards shall apply. All new construction, modification or exterior alteration and colors must adhere to the established architectural theme of the Property. The ARC shall consider compatibility during the site plan approval process. These design standards support the following goals: . Economic Development >- Create a setting that supports the long-term viability of Andover Station Commercial Center. >- Optimize job growth, residential opportunities, and tax revenue for the City of Andover through the creation of an integrated and balanced project. . Land Use / ;.. Concentrate development at intensities that bring within walking distance the diverse activities that comprise an active community commercial center. ~ Provide a complementary mix of land uses, including retail, entertainment, civic facilities, employment, housing, and community open space. ;.. Integrate community-serving open spaces and amenities throughout Andover Station and make connections to the city trail system. . Community Design and Architecture ~ Site and design buildings and landscaping for convenient walking distances, enhanced pedestrian routes, and human comfort and safety. '" Avoid pedestrian routes dominated by parking lots or blank walls. , ~ Respect the site's valuable natural features, including its woodlands, ponds and , wetlands. ~ Encourage architectural diversity, within a unified whole. , j Andover Station Commercial Park Covenants June 15,2001 - 5 - )> Encourage energy conservation through architectural features, such as shading "- devices, natural ventilation, and interior lighting. / )> Maintain high standards of quality in the construction of building and site features. )> Respect adjacent existing residential neighborhoods and emphasize compatibility through design. . Infrastructure :? Provide streets that create comfortable walking environments while also allowing safe vehicular movement. :? Establish a network of interconnected internal drives and streets throughout Andover Station and extend pedestrian connections to surrounding areas. . Administration :? Strive for the timely and orderly implementation of the Andover Sfation through clear, concise standards. :? Establish standards that are consistent with the City's Comprehensive Plan and Andover Station's Master Plan. The Andover Station Design Standards are intended to encourage creative application of specific design principles to the commercial center site (refer to Exhibit B - Regulating Plan). The goal of the design review process is to provide a framework for performance based communication, collaboration, negotiation and accommodation. The following are the primary categories of the Andover Station Design Standards: 2.01 Site Plan 2.02 Landscaping 2.03 Architecture 2.04 Parking 2.05 Lighting 2.06 Signage 2.07 Construction and Maintenance 2.08 Residential 2.01 Site Plan The Andover Station Site Plan specifies the essential physical features for the Andover Station Commercial Center including required streets, build to lines, building locations and entrances, gateways, landmark towers, landscape frontages, ponds and public trails. ) Andover Station Commercial Park Covenants June 15,2001 -6- '\ . Build-to Lines / Build-to Lines define locations where buildings must be built within a certain distance of the public right-of-way or the ponds. Bringing building fronts close to the edge of streets, or ponds and wetland enhance continuity, attractiveness and intimacy of pedestrian spaces. Specific regulations for Build-to Lines are: }> Build-to Lines occur at the edge of the dedicated right-of-way, where property meets a publicly accessible street, path or water and wetland amenity. }> To contribute towards meeting the Build-to requirement, building facades must be sited within zero to ten feet of the public right of way. }> Parks or plazas may be used to satisfy up to 20 percent of the build-to requirement, and must be landscaped with shade trees and furnished with seating areas. > Standards for Build-to Lines and associated elements such as minimum building height, building frontage and building entry as well as window placement and frequency are described in greater detail in the Architectural Standards Section. . Landscaped Frontages , Landscaped Frontages shall be used to extend a sense of enclosure to the street in locations where street-facing buildings are not required. Landscaped frontages will also screen views of parking lots and loading areas, and will help establish a unique project identity. Landscaped frontages will be maintained. . Required Building Entries The Andover Station Site Plan shows locations where major building entries should be encouraged to create important pedestrian and visual connections. These entries are located at important corners or intersections, typically where larger stores would locate. Placing entries at these locations helps ensure that the buildings relate to the street and that pedestrians have a direct route of entry to the buildings. Pedestrians passing through these entries establish a critical mass of activity at major corners and near public areas. . Towers Towers are required in the designated locations to mark major destinations and gateways. The towers will terminate important local vistas and visually announce the Andover Station Commercial Center from Bunker Lake Boulevard and Commercial Boulevard. / Andover Station Commercial Park Covenants June 15,2001 -7- Towers of high architectural merit are called for as shown in the prototype elevations. , Towers must be integrated into a building. The towers may not exceed a: height of 65 I feet, plus minor projections not to exceed one foot in width and five feet in height (a total of 20 feet above the maximum building height). Signs on towers shall be prohibited. . Gateways Entrances to the Town Center shall be marked by distinctive features that announce the Andover Station, Commercial Center and foster a memorable sense of arrival. . Buildings >- Quality and Materials Each building located within the Property shall be built in a good and work-like manner with high quality, first-class building materials. The design and location of buildings constructed on a lot shall be attractive and shall compliment existing structures and the surrounding natural features and topography with respect to height, design, finish, color, size and location. The following standards shall be adhered to: A) Masonry material shall be used. Color shall be introduced through colored block or panels and not painted block. B) Brick may be used upon approval of the ARC to assure uniformity. C) Block shall have a weathered, polished, fluted or broken face. D) Concrete may be poured in place, tilt-up, pre-cast, and shall be finished in stone or textured finish, and coated. E) Metal siding is prohibited, except as an accent material upon approval of the ARC. F) All accessory structures shall be designed and constructed with materials compatible with the primary structure. G) All roof mounted equipment shall be screened by walls of compatible appearing material or camouflaged to blend into the building or background. Wood screen fences are prohibited. All exterior machinery, tanks, etc., are to be fully screened by compatible materials. Andover Station Commercial Park Covenants June 15,200 [ - 8 - \ / H) Acceptable materials will incorporate textured surfaces, exposed aggregate and/or other patteming. All walls shall be given added architectural interest through building design and/or appropriate landscaping. The buildings shall have varied and interesting detailing. The use of large unadorned concrete panels and concrete block, or a solid wall unrelieved by architectural detailing, such as change in materials, change in color, fenestrations, or other significant visual relief provided in a manner or intervals in keeping with the size mass, and scale of the wall and its views from public ways shall be prohibited. 1) Each building shall contain one or more architectural treatments such as towers, arches, vaults, entryway projections, canopies and det,ailing to add additional interest and articulation to structures. J) There shall be no underdeveloped sides of buildings visible from public right- of-ways. All elevations visible from the street shall receive nearly equal treatment and visual qualities. Windows shall be incorporated into areas that front streets, sidewalks or trails, when appropriate. K) Other materials may be approved by the ARC or EDA if determined to be in conformance with existing design and character of the Property. L) Review and approval of building materials by EDA. / >- Minimum Height Street facing buildings must be at least 20 feet high. Minimum building height is measured relative to the finished grade. Minimum height is measured to the highest point of the roof, excluding minor lengths of parapets, cupolas, or other discontinuous projecting features. Continuous parapets or false fronts and peaked . or sloped roofs do qualify towards meeting the minimum height. >- Maximum Height In all locations, the maximum allowable building height is 45 feet, measured at the tallest part of the building. >- Minor Projections Minor projections and special architectural features such as clock towers, bell towers, cupolas and ornamental portions of parapet walls may extend up to 10 feet I Andover Station Commercial Park Covenants June 15,2001 - 9 - above the maximum height, provided they make up no more than one third of the , length of a building's facade. / . Common Site Maintenance Responsibilities The Andover Station Association shall control the maintenance of all hiking trails, walkways, common open space, street lighting, landscaping, and right of way and other site-related amenities through the collection of association fees from the members of Andover Station Association established by the Economic Development Authority. Pedestrian access shall be provided from each site to the public sidewalk and/or trail system. 2.02 Landscaping All areas on any lot or parcel not used for buildings, storage, parking, walkways, access roads, or loading areas shall be suitably graded, drained and sodded, maintained and landscaped with greens and shrubs so as to provide a park-like setting and to screen parking and road areas. Landscaping plans are required for all developments and are subject to the approval of the EDA, as part of the site plan approval process. All lots and parcels shall be landscaped within 90 days of substantial completion of construction and issuance of Certificate of Occupancy in accordance with approved plans. All landscaping associated with substantial completion during the Winter must be escrowed in accordance with Building Department requirements. , / The landscape design should be complementary to common areas and previously developed areas. Plantings should provide for seasonal interest and should include a selection of coniferous and deciduous plants. Natural landscaping and indigenous vegetation shall be permitted and are encouraged in those areas not associated with the formal entries and common areas or buffers between properties that may be negatively impacted by said landscaping. Annual flowers are recommended to accent or supplement the landscape plan. All landscaped areas must be irrigated. The approved plan for landscaping a building site may not be altered substantially without submitting a revised plan to the EDA for approval. . Site Planning to Preserve Natural Assets While the network of required streets is fixed, many site decisions remain for other streets and for buildings. :;. Views and Vistas Site planning shall recognize the role that street alignment and topography contribute to visual prominence. High points on the land and vistas along Andover Station Commercial Park Covenants June 15,2001 - 10- " common routes provide unique opportunities to site important buildings, building / entrances, plazas and monuments. Doing so will add recognizable landmarks that can make the Andover Station a memorable place. ~ Grading Site planning shall minimize grading when locating streets and buildings. When areas with slopes must be graded, landform-grading techniques shall be used and slopes exceeding 1:4 shall be avoided. Rounded forms that use concave and convex. shapes help conceal cuts by presenting a more natural look. Varied slopes also disperse drainage flows, reducing the potential for erosion and allowing more percolation. Concentrating drainage in concave swales also enhances on-site storm water retention and minimizes the need for large detention areas off-site. If required, any retaining walls shall not exceed five (5) feet in height. ~ Landscaped Frontages A twenty-foot wide landscaped buffer must be placed where parking lots abut local and surrounding streets. However, care shall be taken to design and site the buffers such that they do not provide ambush points or obstruct views. ~ Connecting Walkways , Connecting walkways must meet the following minimum requirements: ~ Width and Clearance The width of the paved walking surface must be at least six (6) feet clear. Any covered structure such as trellis must have at least ten (l0) feet clear height, but must not obstruct visibility or provide hiding or ambush places. ~ Paving Connecting walkways must be paved with a special paving or concrete in a pattern or color that contrasts with the surround pavement. ~ Tree Planting Connecting walkways must be planted with either shade trees spaced thirty (30) feet on center or a shade structure such as a trellis with climbing vines. J Andover Station Commercial Park Covenants June 15,2001 - II - Lighting \ Connecting walkways must be equipped with lighting on one side, at least three (3) feet in height in order to be visible in deep snow drifts or snow banks. Lighting standards spaced a maximum of thirty-feet apart and a maximum of te~ (I 0) feet tall are recommended. 2.03 Architectural Standards . Building Entries and Windows Building massing shall be designed to highlight the location of building entries. Primary pedestrian entries shall be clearly expressed and be recessed or framed by a sheltering element such as an awning, arcade, porch or portico. Greater height may be used to accentuate entries in the form of tower elements tall openings, or a central mass at an entry plaza. . Reveals Windows and doors must be recessed at least two inches from walls or exterior trim to create shadow for visual interest. . Building Scale and Definition The guidelines in this section are intended to create buildings with a human scale, making Andover Station Commercial Center more pedestrian-friendly and pleasant place to walk. >- Structural Legibility and Articulation Facade articulation is required. Building fenestration (windows and doors) and changes in mass shall relate to structural system(s) and the organization of interior space. Vertical architectural features such as columns and piers help articulate building mass. );> Roof FormIRooftop Equipment A variety of roof forms are permitted. Changes in roof form must correspond with a building's structural bays and massing. Mechanical equipment must be integrated into overall mass of a building and screened behind parapets or recessed into hips, gables, parapets and similar features. Plain equipment boxes are not acceptable. Andover Station Commercial Park Covenants June 15.200 I - 12 - \ . Materials and Methods of Construction Buildings shall support regional traditions and maintain a high level of craft in the process of construction. Wood, masonry, brick, rock face block, stucco and stone are appropriate building materials. See recommended materials palatte, Exhibit C. (Samples available at Andover Community Development Office.) >- Consistency Exterior materials and finishes shall convey a sense of integrity and durability. Buildings must incorporate consistent, pedestrian-scale textures and details on all sides that are visible from public streets and pedestrian pathways. ~ Glass Clear glass must be used for windows and doors; mirrored glass is prohibited. ~ Simulated Materials ,. Materials that are visibly simulated or prefabricated are prohibited. Scored plywood (such as T 1-11) is prohibited. ~ Proper Application and Detailing Materials must be properly applied and correctly detailed, especially at the base of buildings, along cornices, eaves, parapets or ridge tops and around entries and windows. Material changes must not occur at external corners, but may occur at reverse or interior corners or as a return at least four feet from external corners. . Energy Conservation and Climatic Response The effects of the Minnesota climate can be mitigated through intelligent building design, configuration and landscape treatments. The following approach will also f?ster regional sense of place. ~ Day lighting Day lighting techniques minimize the need for electric lighting and can reduce peak-hour energy consumption by as much as 20 percent. While windows are the most common form of day lighting, light from windows rarely penetrates more than about 20 feet. Additional day lighting can be obtained with clerestories, light shelves and skylights. j Andover Station Conunercial Park Covenants June 15.2001 - 13 - , ~ Ventilation and Thermal Mass , To lessen dependence on air conditioning, natural cross ventilation shall be maximized. Operable windows, transoms, doors, and vents shall be located to facilitate airflow across a space. These openings are especially useful on sides facing toward and opposite prevailing winds. ~ Passive Heating and Cooling Site and building design shall consider passive heating and cooling strategies such as deciduous tree plantings that provide shade in the summer and sun in the winter. Heat-retaining thermal mass (such as concrete or brick) designed into building walls or columns absorbs heat during the day and radiates heat at night. Building design that shades opening reduces direct heat gain during the day. Shading elements can also add dimensionality to building facades. Eaves or awnings can be sized to shade windows in the summer but admit sun in the winter when the sun is lower in the sky. ~ Pedestrian Shelter Building exteriors shall provide pedestrians shelter from the sun, rain and snow. , Awnings, entry porticos, arcades and overhanging eaves are particularly appropriate at pedestrian pathways. Garden structures such as trellises and arbors (with, or without vines) shall be used to shade pedestrian routes and seating areas. . Service Areas Service areas are places where truck loading takes place, refuse is stored or mechanical equipment is mounted. Service areas must be located away from and screened from view of streets, parks, plazas and landscaped walkways. Appropriate screening strategies include vine-covered walls or fences, trellises, arcades, dense landscaping reaching a height of six feet or some combination thereof. Where service areas cannot be avoided along a street, park or plaza, they must be recessed within a building's envelope. . Fences and Walls Walls and fences within view of streets, parks or plazas must be constructed out of attractive, long-lasting materials, such as wood, wrought iron, masonry or stone. Chain link and wire fencing must not be used. Walls and fences must not exceed 42 inches in height within 20 feet of streets, parks, and plazas. Andover Station Commercial Park Covenants June 15.2001 - 14- 2.04 Parking Loading and Unloading Areas No parking shall be permitted on any street or any place other than parking areas located on a lot. All parking provided on a lot must meet the requirements of city codes and ordinances of the City. From and after the date a building is constructed the owners of such building and building site shall maintain adequate on- site parking spaces and loading facilities to serve the needs of each building site, taking into account the building or buildings located or to be located thereon, and the use made or to be made thereof. Separate areas shall be designated for automobile parking, loading, commercial, and storage uses. Loading areas shall not encroach into yard setbacks or required off street parking areas of any lot. All parking and drive aisle surface areas shall be either asphalt or concrete and all parking areas including parking islands must be poured concrete curb. Any deviation is subject to approval of the EDA. Landscaping shall be incorporated into all parking lots to decrease the visual monotony. Island plantings of over story trees are required for parking, areas accommodating more than 20 vehicles. No vehicles or trailers may be parked in the same location for a period in excess of twenty-four (24) hours. Joint parking arrangements between facilities shall be encouraged. . Landscaped Frontages Where parking lots abut streets, a Landscaped Frontage shall be provided on the parcel, adjacent to the sidewalk. Landscaped Frontages are not required when parking lots are sited behind buildings or plazas. , . Connecting Walkways ).>. Across Large Parking Lots Parking lots shall not exceed 600 spaces without being segmented by Connecting Walkways, Landscaped Frontages or buildings. ).>. Linking Building Entrances to Sidewalks Where building entries do not abut a street, Connecting Walkways are required to link the building entrance to street sidewalks. This configuration is most likely for larger store tenants who require parking lots in front of building entrances. . Orchard Planting For parking lots, a minimum number of shade trees are required, equivalent to one tree per six parking stalls. Trees in parking lots shall be spread uniformly throughout the parking area. Trees planted along Connecting Walkways and adjacent Landscaped Frontages may also contribute to the one-per-six requirement for parking lots. Trees must be set into a tree well and protected by bollards or tree guards. Andover Station Commercial Park Covenants June 15,2001 - 15 - . Bicycle Parking Bicycle Parking must be provided in easily accessible locations. One bicycle space shall, be provided for every 2,000 square feet of building Net F]oor Area. Bicycle parking must be visible from storefronts or office building front doors, in order to improve security for parked bicycles. 2.05 Exterior Lighting The following standards apply to on-site lighting, including lighting of signs, structures, landscaping, plazas, parking and service areas. . Intensity and Direction of Lighting All lighting fixtures, including spotlights, electrica] reflectors and other means of illuminating signs, structures, landscaping, parking, loading and similar areas, shall be focused, directed and arranged to prevent horizontal glare or direct illumination on adjoining property or streets. A sharp cut off must be used to direct light toward walls and landscaping to avoid shining light up into the sky. Indirect illumination of neighboring residential properties or uses by anyon-site lighting shall not exceed OA-foot candles at the property line, as measured horizontally and vertically from the adjacent grade to a height of ]4 feet. , No mercury vapor utility yard lights or other light fixtures with high intensity discharge ; lamps or bulbs, which are not designed to limit or control light direction or which do not shield the light source from view of neighboring residential properties, shall be permitted. . Lamp Color and Consistency Subsequent to the adoption of these covenants, the City is expected to develop a unified lighting plan for the Andover Station. Lamp types shall be selected to enhance color recognition within three zones: along streets and walkways, within parks and plazas, and within parking lots. Within each of these zones, lamps of similar type and color shall be used, with the conversion of non-conforming existing lamps encouraged over time. . Types of Lighting Applications > Architectural Accent lighting of architectural features is encouraged to highlight building massing and rhythm as well as enhance the pedestrian environment. Accent lighting shall not be a source of glare, reflected glare or excessive light, especially when viewed from residences and streets, walkways or open spaces. The following standards apply: , / Andover Station Commercial Park Covenants June 15,2001 - 16 - " / 0 Building Entries Building entries with high activity levels shall be illuminated. Appropriate treatments include: bathing entry surfaces and doorways with light, allowing the building interior light to glow through glazing, or using decorative lighting fixtures to announce entries. 0 Service Areas Building-mounted down light fixtures, in combination with pole fixtures, are preferred for the illumination of building service areas. Such fixtures do not cause glare or light leakage beyond the service areas. 0 Landscaped Frontages Regular up lighting of walls or other structures in Landscaped Frontages shall occur throughout the Andover Station and must be coordinated to create a consistent and dramatic effect. 0 Landscaping and Furnishing Up lighting is recommended for all landscaping and furnishings (in both public and private areas) that require accenting (such as specimen trees and shrubs and sculptural features). Specific areas include streets, parks and plazas. 0 Landscaped Walkways Landscaped walkways and other pedestrian paths shall be lit by pole or bollard type fixtures that are human-scale, typically not to exceed sixteen (16) feet or four (4) feet in height, respectively. However, lighting must be at least three (3) feet in height in order to be visible in deep snowdrifts or snow banks. 0 Seating Areas Where intimate environments are desired (e.g. seating areas in parks and plazas, as well as some pedestrian walkways), light bollards and other forms of indirect illumination are appropriate. " / Andover Station Commercial Park Covenants June 15,2001 - 17 - \ . BolIards Lighting bollards are recommended for illuminating pedestrian walkways, parks and plazas. Lighting bollards must have a black metal finish. Bollards must have a diameter, of approximately eight inches and a height of at least three feet, to avoid being obstructed by snow. Around the light source near the top of the bollard, horizontal louvers must be used to stylistically complement the luminaries and direct light downward. Concrete finishes shall not be used for lighting bollards. " . Submittal Requirements and Design Review A lighting plan prepared by a qualified lighting consultant shall be submitted for design review. All lighting and their methods of installation shall be reviewed and approved by the City. Each owner/tenant will be responsible for the design, fabrication, and installation of lights on private property. 2.06 Signage Declarer recognizes there is need for signs advertising the identity of Owner and the business conducted on the Premises. It is further recognized that acceptable standards for such signs may change from time to time. In order to allow for such change, all requests for signs to be located on any part or parcel of the Property shall be submitted to the City of Andover for approval. The EDA shall review all signs for approval. The following criteria shall be used / to evaluate sign appropriateness: A) Advertising signs, advertising businesses or products other than those sold, manufactured or warehoused on the part or parcel of the Property on which the sign is located shall be prohibited. B) Use of any flashing, pulsating or rotating light or lights shall be prohibited. C) Rooftop signs shall be prohibited. D) Signs shall be stationary and lighted by surface mounted fixtures located on the sign or the adjacent facade. Self-illuminating signs may be used only upon approval of the EDA. The EDA shall determine appropriateness based upon size, scale, colors, materials, and compatibility with neighboring signs and structures within the property. E) Plastic, plexi-glass, clear plex or similar material signs and awnings are prohibited unless used in conjunction with other decorative materials. F) Signs may be painted, prefinished or utilize exposed metal. Any exposed metal shall be stainless steel, titanium, bronze, or other similar non-corrosive materials. " / Andover Station Commercial Park Covenants June 15,2001 - 18 - \ G) Consistency in signage shall relate to color, size, materials and heights. I H) All signs must meet the requirements of the City of Andover, including receipt of permits prior to erection. 1) Pylon signs are prohibited J) All signs shall be reviewed by the Andover Review Committee. . Prohibited Signs The following signs are prohibited: ~ No tenant signs will be permitted which do not directly relate to the name or primary service or function of the given tenant activity. ~ Signs consisting of visible moving parts or simulate movement by means of fluttering, rotating or reflecting devices. ~ Signs with flashing, blinking or moving lights or any other moving lights, or any other illuminating device that has changing light intensity, brightness, or color, except for parts designed to give public service information such as time, date, , temperature or similar information. ~ Individual commercial signs placed on public property. ~ Signs projecting into the street, with the exception of traffic control signage, temporary banners mounted to light standards and pedestrian-oriented signs. ~ Vehicle mounted or portable signs which advertise, identify or provide directions to a use or activity, that are not related to the vehicle's lawful making of deliveries of sales or of merchandise or rendering of services. ~ Bench signs. ~ Billboards. ~ Roof-mounted signs. ~ Canister signs. ~ Signs that project above a parapet or the highest point of a roof. \ / Andover Station Commercial Park Covenants June 15,200 I - 19 - > Hand-painted wall or ground signs of a permanent nature. ; > Signs attached to or painted on windows with the exception of open hours signage. . Sign Construction Attractive and long-lasting signage shall be encouraged through the following provisions: > All Signs shall be made of materials compatible with exterior building colors, materials and finishes and be of high quality fabrication. The scale a)1d proportion of graphics shall be compatible with buildings' architectural character. > Signs are to be free of all labels and fabricator's advertising, except for those required by code. > All electrical signs and their installation must comply with all local building and electrical codes. > All electrical service to sign lights shall be fully concealed. No sign shall have exposed wiring, raceways, ballasts, conduit or transformers. > All exterior, mounted letters exposed to the weather shall be mounted at least three-quarters of an inch (3/4") from the building wall to permit proper dirt and water drainage. All bolts, fastenings and chips shall be of stainless steel,. aluminum, brass, bronze or other non-corrosive materials. No black iron materials of any type will be permitted. > The Sign Contractor shall repair any damage caused during sign installation. > Owners/Occupant shall be fully responsible for the operations of their sign contractor. > All sign illumination systems shall minimize the energy needed by utilizing contemporary energy saving techniques and materials. > Sign materials shall be limited to metal, wood, concrete, glass and acrylic materials with UV inhibitors. All materials shall be of high quality, durability and require low maintenance. > Wall-mounted signs must be constructed of cut-channel letters. Andover Station Commercial Park Covenants June 15, 200t - 20- ~ Wall-mounted signs may not project more than eight (8) inches from face of \ , structure to which the sign is attached. ~ Freestanding monument signs shall be integrated with landsc'aping or an architectural feature such as a wall or fence to minimize visual mass. ~ Signs shall not be more than five (5) feet in height. . Sign Lettering Typography and graphics shall be constructed of durable materials capable of being permanently maintained, such as metal lettering, framed panels or engraved masonry. Any advertisement text, symbols or other indications displayed on the sign face shall be limited to not more than five (5) words, letters, numbers, figures, symbols or other indications used as a substitute for words. Lettering on Gateway and Project Identity signs shall not exceed a height of 24 inches, while lettering on tenant signs is limited to a height of twelve (12) inches. . Tower Signage Tower locations are shown in the Site Plan, while tower height and width limitations are shown in the section on Building Height. Towers may have face and projecting signs, but signs for individual tenants are not permitted. Face signs may not be mounted higher than sixty-five (65) feet above grade. . Gateway Signage for Project Identity and Tenants Project gateways, shown in the Site Plan. are the four most commonly used vehicular entries into the Andover Station. Gateways are marked by wall or trellis treatments on one or both sides of the street. . Building Signage These signs identify buildings and individual building tenants while respecting the character and human scale of buildings in Andover Station. Signs shall not obscure architectural elements such as pilasters, cornice lines, capping or the edge of openings., Building signs serve several purposes and may take several formats. . Building Sign Purposes ~ Signs for building identification announce the building, either with a street address name (for example, 100 Andover Station Drive) or a building name (for Andover Station Commercial Park Covenants June 15.2001 - 21 - ~ example, The Birch Building). Building identification signs are usually placed at ~ the top of the building or over major entrances. ~ Signs for individual ground-level tenants. ~ Signs for shared-entry tenants address conditions in which multiple tenants share a building entry and an exterior identity, or when upper-story tenants share a ground-level entry. ~ Additional minor, pedestrian-oriented signage for individual tenants. . Building Sign Formats ~ Building Face Signage lies against the plane of the building and is integrated into building details along cornices, base treatments, entrances or centered within building recesses. ~ Projecting or hanging signs are panels perpendicular to and projecting from a fa<;ade to identify a business tenant. Projecting signs shall be at least eight (8) feet above pedestrian paths and thirteen (13) feet above streets that are used by trucks or emergency vehicles. ~ Pedestrian-oriented signs. These smaller signs for individual building tenants may be flush with the building face, project at right angles or be painted on awnings and shall not obstruct architectural features. . Monument Signage Monument-style signs shall be limited to communicating the general locations and direction of amenities or facilities, such as tenant location maps and directions to parking lots, exits and delivery and loading areas. Monument signs shall not exceed six (6) feet in height. Signs may be posted on all sides of monuments but shall not exceed two (2) square feet in display area per sign. Monument signs should have limestone or brick bases, complemented with limestone, dark green metal or wood trim. Signage lighting should be discreet, directed only at the sign rather than causing glare. . Other Signage ~ Public Traffic Safety Signs The City and other public agencies charged with the responsibility of traffic safety may place public traffic and other signs throughout the plan area. \ / Andover Station Commercial Park Covenants June 15.2001 - 22- - ~ Temporary Signs and Banners / Temporary signs intended for seasonal events, holidays or special events may be attached to light standards within the street or project from building faces, subject to approval of sign permits. On all types of light standards, banners must not exceed a width of two (2) feet; for light standards of up to sixteen (16) feet in height, banners must not exceed three (3) feet in length, with one additional foot of banner length permitted for every additional foot in pole height, up to a six (6) foot maximum length. Banners mounted on buildings shall not exceed a width of three (3) feet and a height of six (6) feet. ~ Occupant's Property Banners and other advertising devices, with the exception of stringers, floodlights, inflatable statuary or rooftop balloons may be placed on an occupant's property for the purpose of announcing the opening of a new business, subject to the following restrictions: The total area of all temporary signs and advertising devices shall not exceed the, area of permanent signs for the use permitted by these sign criteria (see above). No temporary sign shall be located in a manner not permitted for permanent signs. Temporary signs may remain in place for a period not to exceed sixty-days after the date of installation of the sign. 2.07 Minimum Standards The Minimum Standards for the construction, alteration and maintenance of improvements on the Property shall be those set forth by the City of Andover and any other governmental agency which may have jurisdiction over the Property. All improvements on the Property shall conform to the then existing building codes in effect for the City of Andover and shall be in. compliance with all laws, nlles and regulations of any governmental body that may be applicable, including without limitation, environmental laws and regulations. Where the following restrictive covenants are more stringent than the zoning ordinance, or other laws and regulations of the City of Andover or any other applicable government agency, the restrictive covenants contained in this Declaration shall govern and become the minimum standards by which the improvements and maintenance of them shall be controlled. . Maintenance Each owner and occupant of a lot shall fully and properly maintain and repair the exterior of any structure located on such lot in such a manner as to enhance the overall appearance of the Property. The exterior of all buildings and the parking, driving and loading areas / Andover Station Commercial Park Covenants June 15,2001 - 23- shall be kept and maintained in a good state of repair at all times and be adequately painted or otherwise finished. All lots shall be kept free of debris of any kind and all landscaping must be kept in good repair. All landscaped areas shall provide proper site drainage. Landscaped areas shall be maintained in a neat condition, lawns mowed and adequately watered in summer, neatly trimmed, and leaves raked. Underground sprinkling systems shall be installed for all landscaped areas. If at any time the EDA determines that an Owner has failed to properly maintain its Lot, the Declarant, following ten (10) days notice to the Lot Owner, shall have the right to maintain the Lot and assess such Owner a violation assessment equal to the costs of maintenance plus ten (10%) of such cost as an overhead charge. . Construction Construction or alteration of any improvements on a lot shall be diligently pursued and shall not remain in a partly finished condition any longer than is reasonably necessary for completion of the construction or alteration. The owner and occupant of" any lot upon which improvements are constructed shall, at all times, keep the lot and streets, being utilized by such owner in connection with such constmction, free from clirt, mud, garbage, trash or other debris which might be occasioned by such construction or alteration. . Noxious Activities J Uses which are accompanied by excessive noise, vibration, dust, dirt, smoke, odor, noxious gases, radiation, liquid wastes, and glare shall not be permitted. Noxious activities shall not exceed local, state, and federal standards, the lowest standard being the applicable standard. Glare, whether directed or reflected, such as from spotlights or high temperature processes, as differentiated from general illumination, shall not be visible beyond the lot line of the property from which it originates. . Temporary Structures No temporary building or other temporary structure shall be permitted on any lot; provided, however that trailers, temporary construction buildings, and the like shall be permitted for construction purposes during the period of construction or alteration of a permanent building. Such structures shall be placed as inconspicuously as practicable, shall cause no inconvenience to owners or other occupants of other lots, and shall be removed not later than 30 days after the date of substantial completion for beneficial occupancy of the building in connection with which the temporary structure was used. I Andover Station Commercial Park Covenants June [5.2001 - 24- , : Minimum Building Standards , . , Buildings, enclosures, parking areas, driveways and other surfaced, non-vegetated areas shall not cover, in aggregate, more than 70% of the area of a lot. Landscaping and vegetation including courtyards, outdoor dining areas, and patios shall incorporate at least 30% of the total area of the lot. . Screening of Service, Waste Facilities and Storage Areas Garbage and refuse containers shall be contained within buildings or shall be concealed by means of shrubbery and screening walls of materials similar to and compatible with that of the principle buildings. Fuel and other storage tanks shall be integrated with the concept of the building plan, be designated so as not to attract attention, and be inconspicuously located. Unless specifically approved in writing, by the EDA, no materials, supplies or equipment shall be stored in any area on a lot except inside a closed building or behind a visual barrier which screens such areas so that they are not visible from the streets or from the front yard of adjoining lots. All enclosures and trash receptacles shall be kept in a good state of repair and waste receptacles shall include secure lids or covers to properly contain wastes. All enclosures must be accessible to waste and recycling collection vehicles. No service, waste or storage area shall be' permitted between the street and front of a building unless approved by the EDA. J . Utilities and Antennas All permanent, local service, utility lines on any lot shall be placed underground. All utility apparatus and appurtenances including but not limited to transformer or terminal equipment shall be visually screened from view from streets and adjacent lots. Antennas that present a cluttered view, which detracts from the park atmosphere, or that interfere with the operations of other owners in the Property are not permitted. 2.08 Residential Design Standards . Allowable Uses ).- Housing Residential Districts permit a range of housing types at moderate to high densities, including attached and/or stacked residences, such as row houses, apartments and condominiums as well as assisted-living facilities. / Andover Station Commercial Park Covenants June 15.200 I - 25 - : ~ Ground-Floor Office and Retail In certain locations in the Residential Districts (shown in the regulating plan), ground-floor office, retail or live/work space is permitted and encouraged in multi-story residential buildings, in order to create a more active presence along certain streets. (Live/work units are multi-story residences with a small street- facing storefront or office space for home offices.) ~ Neighborhood Open Space A minimum area of Publicly-Accessible Commons (a shared open space) is, required in each Residential District to provide community areas for gathering, sports, relaxing and people watching. ~ Facade Treatment At least two (2) unique architectural treatments for each housing type are required, for at least four (4) different facade variations. The architectural treatments must differ in each of three categories: a) facade color, roof color or siding material; b) window pattern and trim detail; and c) porch, entryway, or balcony detailing. Identical buildings shall not be adjacent to or across the street from each other. I ~ Attached Products with Shared Entries Porches or stoops are required where different units share entrances, such as at apartment buildings. ~ Buildings with Four (4) or Fewer Units Shared entries must have a porch with a minimum of ten feet width and a, minimum six-foot depth. ~ Buildings with Five (5) or More Units Shared entries must have either a porch of at least ten feet by ten feet or an interior building lobby with generous windows facing the adjacent street or commons. Andover Station Commercial Park Covenants June 15,2001 - 26- . Facade Transparency I >- Front Doors For both detached and attached products, unit entries must be clearly marked through articulation, porches greater massing or thickness or recessed entries. Front doors must have a substantial, high-quality appearance. Plain, flat doors are prohibited; raised panel doors are required. Doors must have clear glass panes or generous adjacent windows, in order to allow occupants to look out before opening the door and to strengthen the relationship between the private residence and the public street. . Building Scale and Definition Articulation >- All Residential Products The front facade of all residential buildings must be articulated with porches, bay windows or balconies that face the adjacent street, park or open space. No wall shall have a blank, uninterrupted appearance exceeding 20 feet in width without a window, recessed panel, lattice, trellis, change in texture or plan, or equivalent. , treatment. To insure visual interest and appropriate scale, windows, doors and ) eaves must have reveals and recesses. >- Attached Products The front facades of attached products shall read as a series of distinct vertical building forms or bays along a street wall. The overall composition of the main building shall highlight proportion and rhythm among a series of bays and the overall building mass. Pilasters, columns, reveals, fenestration and other details may be used to achieve this effect. The corners of the attached buildings must be marked with strong elements such as vertical piers, extra height (such as a tower), greater massing (thickness, planar orientation, or material change) or different roof form (pitched or flat). / Andover Station Commercial Park Covenants June 15,2001 - 27- . Materials and Methods of Construction I ~ Materials New buildings shall support regional traditions and maintain a level of craft in the process of construction. Exterior finishes shall be primarily of wood, brick or stone. ~ Application To avoid an applied look, material changes must not occur at external corners, but may occur at reverse or interior corners or as a return at least six feet from external corners. Scored plywood's (such as T I-II) is not permitted. ~ Side Elevations at Corner Lots The street-side elevation of any residence located at a street corner or siding onto open space or publicly accessible commons (including single-family, attached and multi-family units) must have the same materials, finishes and level of detail as the front elevation, with multiple windows. ~ Service and Loading Area Screening Large apartment buildings and assisted living facilities often contain service areas or loading docks. Screening of such areas shall meet the same requirements as described in the section on Service Areas. . Publicly-Accessible Commons ~ Minimum Area Each residential area must include a minimum acreage of Publicly-Accessible Commons equal to ten percent of the land area. The Commons are a landscaped. area similar to a park or open space and may be public or privately owned but must be accessible to the general public. No more than 5,000 square feet may be met by a private community recreation facility structure such as a pool or clubhouse. SECTION 3 ARCHITECTURAL AND SITE REVIEW 3.01 Review The EDA shall review all construction, additions and exterior modifications for conceptual adherence to the provisions of this document. The ARC shall approve the final ) Andover Station Commercial Park Covenants June 15,2001 - 28- design and plans of all site, architectural, tree protection, landscape, sign, utility, and grading, I drainage and erosion control plan, under the stipulations set forth in this document and the ordinances and policies of the City of Andover. 3.02 Approval Upon approval by the EDA of any plans and specifications and other. submissions submitted hereafter, a copy of such plans and specifications, as approved, shall be deposited for permanent record with the City of Andover, and a copy of such plans and specifications bearing such approval, in writing, shall be returned to the applicant who submitted the same. A) Approval Whenever approval of Declarer is required, Declarer shall take action within thirty (30) days after receipt of the request and all plans, specifications or other documents required to be submitted for approval. If not approved, specified written objections shall be mailed or delivered to the applicant within thirty (30) days. All requests for approval or applications for variance of the conditions contained herein shall be submitted, in writing by certified mail to Declarer at: Andover Economic Development Authority Andover City Hall 1685 Crosstown Blvd. NW Andover, MN 55304 B) Construction Without Aporoval If the exterior of any structure is altered, erected, , placed or maintained upon any lot without the approval of the EDA, such action is in. violation of this Section 3 and, upon written notice from an Owner or the EDA, any structures altered, erected, placed or maintained upon any Lot in violation hereof shall be removed by the Owner or re-altered so as to extinguish such violation. The Owner of the Lot upon which such violations exists shall have fifteen (15) days after the notice of such violation to take reasonable steps toward the removal or termination of the same. If such Owner fails to take reasonable steps to eliminate the .violation, the Declarer, in addition to any right available at law or in equity, including injunctive relief shall have the right to enter upon such Lot and remove or terminate the violation. The Owner shall be assessed a violation assessment equal to the cost of correcting the violation plus ten percent (10%) of such host as an overhead charge. 3.03 Disapproval Plans and specifications submitted pursuant to Section 3 shall be disapproved if they fail to include any and all information requested by the ARC. The ARC may also disapprove such plans and specifications if any of the following are objectionable: A) The exterior design, appearance, or materials of any proposed structure. B) The location of any proposed structure upon any Lot or parcel or with reference to other lots in the vicinity. : Andover Station Commercial Park Covenants June 15,200 I - 29- , C) The grading plan of any Lot or parcel. D) The color scheme, finish, proportions, style or architecture, height, bulk, or appropriateness of any structure. E) Number of and size of parking spaces, vehicular circulation patterns or design or location of parking areas proposed for any lot or parcel. F) The landscaping and/or signing and lighting plan for any Lot or parcel. G) Violation of Andover City Ordinances. The EDA shall also have the right to disapprove any plans and specifications which, in the reasonable judgment of the EDA, would render the proposed structure or use inharmonious. with the general plan of improvement of the property or with stmctures located upon the Lots, parcels or other properties in the vicinity. In any case where the EDA disapproves any plans and specifications or other submissions submitted pursuant to Section 3.03, such disapproval shall be accompanied by a statement stating with specificity the grounds upon which such action was based. 3.04 Restrictions on Construction and Alteration No structures may be erected, placed, moved onto, or permitted to remain on any Lot or parcel, nor shall any existing structure upon any Lot or parcel be altered in any way which materially changes the exterior appearance thereof, unless: A) The plans and specifications therefore meet, in form and content, the requirements of the City of Andover and any other local, state, federal, or other governmental agency of authority. B) Such plans and specifications have been submitted and approved to the EDA together with any other information or other submissions which the EDA may require in its reasonable discretion. C) All submissions shall have been approved in writing by the EDA. Plans and specifications submitted pursuant to this section shall conform to the requirements of Commercial Site Plan application of the City of Andover and contain all information required by the EDA. 3.05 Development Guidelines The EDA may from time to time adopt guidelines for approval and disapproval of proposed improvements or alterations and the maintenance of them; and, in the event such guidelines are adopted, shall make them available to all owners. Andover Station Commercial Park Covenants June 15,2001 - 30- ., "- / SECTION 4 ENFORCEMENT 4.01 Termination Each of the conditions, covenants, restrictions and reservations contained herein shall continue and inure to the benefit of Declarer, and its assigns (as limited herein), for a period of 20 years from the date of filing for record and shall be automatically extended in their entirety for successive periods of ten years unless Declarer executes, acknowledges and files for record an appropriate instrument, in writing, terminating and releasing the requirements of this Declaration. 4.02 Enforcement Procedures The standards set forth herein shall be enforceable by the Declarer, and its assigns (as limited herein), for the maximum period allowed by law and shall be enforceable by: A) Injunctive relief, prohibitive or mandatory to prevent breach of or to enforce performance or observance of these standards and requirements. B) Money judgments for damages by reason or the breach of these standards. C) Both I) and 2) above. / 4.03 Failure of Enforcement Failure of Declarer to enforce any provision of the standards and requirements contained herein upon the violation thereof shall in no event be deemed to be a waiver of the rights to do as to any subsequent violation. 4.04 Variances Declarer may grant variances from the strict application of the provision of these standards and requirements in cases where by reason of extraordinary and exceptional conditions of any site or circumstances, strict application of any standard would result in peculiar and practical difficulties or exceptional or undue hardship upon the Owner or any Building Site, or where otherwise deemed appropriate by Declarer. 4.05 Severability Invalidation of any of the provisions of these standards and requirements, whether by court order or otherwise, shall in no way affect any of the other provisions which shall remain in full force and effect. 4.06 Review In exercising its approval rights under the terms of this Declamtion, no approval shall be unreasonably withheld which is consistent with the specific standards set forth in this Declaration. 4.07 Amendments Ariien(h"i1~riis,cmoamcatioh~,alterations. to this document shall be siIbje8f;totl1~.T~yf~~c~l1dl'appr()yaT()fil1~.EDA.Lat<l.piIBlicliearing. All property owners within the Property shall be given written notification no less than ten (10) days prior to the public I Andover Station Commercial Park Covenants June 15,2001 - 31 - " hearing. An instrument executed in accordance with this Section shall be effective when filed for / recording with the Anoka County Recorder's Office. SECTION 5 MISCELLANEOUS 5.01 Mortgagees The provisions of this Declaration shall be subordinate to the line of a first mortgage on any lot and none of the provisions of this Declaration shall supersede or in any way reduce the security or affect the validity of any such mortgage; provided however, that if any lot is sold under a foreclosure of any such mortgage, the purchaser and the purchaser's heirs, successors and assigns, shall own such lot, subject to all of the covenants, conditions and restrictions of this Declaration. 5.02 Special Events The provisions of this Declaration do not apply to and do not prohibit periodic, non-permanent business promotions and special sales events conducted on a lot by the owner or occupant. In no event shall any sign be placed on any lot or parcel of land for a period to exceed thirty (30) days out of a twelve (12) month period. / Andover Station Commercial Park Covenants June 15.200 I - 32- \ IN WITNESS WHEREOF, the undersigned has executed this instrument the day and j year first set forth above. DECLARANT ANDOVER ECONOMIC DEVELOPMENT AUTHORITY By By Chairman Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) On this _ day of ,2001, before me, a Notary Public, personally appeared and to me personally known, who, being each by me duly sworn did say that they are respectively the Chairman and Executive Director of the Andover Economic Development Authority, a body corporate and political, the Municipal Corporation named in the foregoing instrument, and the seal affixed to said instrument is the corporate seal of said Municipal Corporation, and the said instrument was signed and sealed on behalf of said Municipal Corporation by authority of the Andover Economic Development Authority and said and acknowledged said instrument to be the free act and deed of said Municipal Corporation. Notary Public Andover Station Commercial Park Covenants June 15.2001 - 33 - PROPERTY OWNER By STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) On this _ day of , 2001, before me, a Notary Public, personally appeared to me personally known, who, being by me duly sworn did say that he is the Property Owner, named in the foregoing instrument. Notary Public Andover Station Commercial Park Covenants June 15,2001 - 34- \ EXHIBIT A / LEGAL DESCRIPTION / ., , / Andover Station Commercial Park Covenants June 15,2001 - 35 - \ EXHIBIT B / REGULATING PLAN . I Andover Station Commercial Park Covenants June 15,200 I - 36- EXHIBIT C / MATERIALS P ALA TIE Cons tructi on Material s/visual-co lor/texture. Walls: Masonry & Brick BRICK: Dark: Adrian - Heartland Series (Glen-Gery Brick) Medium: #1 Shelby - Heartland Series (Glen-Gery) #2 Belcrest 560A 00-17 (Belden) Lite: Belcrest 330A 99-16 (Belden) Corning Donohue Brick St. P. SPLIT FACE C.B. Anchor Block / Lite: Parchment #300 Medium: Majove #287 Dark: Hickory #538 Accent Pane Is, Focus, Signs Stucco, EFIS or painted - Ref: Stocolor system colors Windows: Glass - no reflective (mirrored) ability to see in Frames - Natural alum. andodized Bronze alum. Andodized - need samples Andover Station Commercial Park Covenants June 15,2001 - 37 - ,,- -::> . , CITY OF ANDOVER ! J 1685 CROSSTOWN BOULEVARD N.W.. ANDOVER, MINNESOTA 55304. (763) 755-5100 FAX (763) 755-8923. WWW.cJ.ANDOVER.MN.US TO: Commissioners of the Economic Development Authority CC: John Erar, Executive Director~ FROM: David L. Carlberg, Community Development Director SUBJECT: Discuss Development Plans South ofWDE Site DATE: June 26, 2001 INTRODUCTION The Economic Development Authority (EDA) is requested to discuss the development of the area south of the Waste Disposal Engineering (WDE) Site. DISCUSSION Mike Mulrooney has recently received a contact regarding this area and the potential for siting a manufacturing facility in this area. The manufacturing company is looking for about eleven acres of land. Staff will present concept plans of this area that were prepared by Leonard Parker and Associates for discussion at the meeting. The EDA has reviewed these plans in the past. ACTION REQUIRED EDA consideration of the proposal is requested. Respectfully submitted, 4:.:t~~ Community Development Director Cc: Mike Mulrooney, Advance Resources for Development , 10/22/99 12:45 '5'550 1486 ROLIN GRAPHICS I4J 001/001 9 ~ . .. 11 - , 10 - - - - - .. .. b!Llj)t/ev .. ~~ bJ~ , 1 fJ OCT 22 '99 12:47 550 1486 PAGE.01 0. , CITY OF ANDOVER 1685 CROSSTOWN BOULEVARD N.W. . ANDOVER, MINNESOTA 55304 . (763) 755-5100 FAX (763) 755-8923. WWW.Cl.ANDOVER.MN.US TO: Commissioner of the Economic Development Authority CC: John Erar, Executive Directo~ Dave Carlberg, Community evelopment Director Scott Erickson, City Engineer FROM: David D. Berkowitz, Civil Engineer III SUBJECT: Annual Plantings for Andover Station - Engineering DATE: June 26, 2001 INTRODUCTION Quotes were received on June 8, 2001 for the installation of annual plantings at Andover Station. See the attached location map. DISCUSSION The perennial plantings in Andover Station are currently under warranty until next season. The / annual plantings were only warranted for one growing season. Next season a contract will be developed to cover the routine maintenance and plantings for the site. Quotations were received from local landscape companies to plant the annuals for this season. Each company has provided a quote on the annuals that were planted last season or were allowed to be creative with plant material that they have in stock. The Quotes received were as follows: Comoanv Quote Bleeker's Nursery $2,837.00 Mickman Brothers $2,970.00 Beberg Landscape Nursery $7,570.00 BUDGET IMP ACT Funding for the "annual" flowers will be from the EDA budget. ACTION REQUIRED The EDA is requested to approve the low quote of Bleeker's Nursery in the amount of$2,837.00 to plant the "annual" flowers for Andover Station. Respectfully submitted, CLeQ~ \ David D. Berkowitz , J os.. I I , \ [ ~~ ~ al~1 ~\~MI~: , 1714 "'- - - : , 7 116J.t. ~ SOHlf g.l' '\,~ ~,~ i ~ i ~ [" ~L -;;, - - - ~I ~ (/) ; tm ~ M L! ~ i ~, ~ fI~ 5 :! --=-<~:2 ~ I ::l :;= t! .f, 0 ",T~ ~s'ffif ..: I ::!- (U o ~/I ! ~ ~,\ 1760 'lliIDt 0 !O ' ~ ~ - '" I a Xc---' ! i ~ ~ 0 ~I,\ <a, !j" I:! ~ 1m ~ t! ....J ~--J. ':. '" ~ ~ ~ ~ ~ - -, .lS Alfr " - - - ~\. m. a ::l ~ C) (r-il ~ -- c:- 1-' .lc -- g 608. ) ~'8' 0 !!! - - N (J'a.ea. ~:;;:~~~~2 C I l"ll l"ll l"ll l"ll f'J ;; ~ >6<8, m.-----t!t! 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