City of Jackson, MN / Summit Development, Inc

City of Jackson, MN / Summit Development, Inc. DEVELOPMENT AGREEMENT

THIS AGREEMENT is made and entered into by and between the City of Jackson, Minnesota, a municipal corporation under the laws of Minnesota, and Summit Development, Inc., a corporation under the laws of Minnesota. Recitals A. In this Agreement, unless a different meaning clearly appears from the context: “Act” means Minnesota Statutes, Sections 469.001 through 469.047. “ Agreement” means this Agreement, as the same may be from time to time modified, amended or supplemented. “Assessment Agreement” means the Assessment Agreement between the City and Developer in the form set forth as “EXHIBIT A” hereto. “ Assessor’s Certificate” means the certificate of the Jackson County Assessor attached hereto as “EXHIBIT B”. “ Assistance” means amounts to be paid solely from revenues generated by the TIF District to reimburse Developer for actual Development Costs up to a maximum of $875,000. “ Certificate of Completion” means a certification in the form attached as “EXHIBIT C” to be provided to Developer pursuant to this Agreement. “City” means the City of Jackson, Minnesota, a Minnesota municipal corporation. “ Construction Plans” means detailed plans and specifications for the Project as submitted to and approved by the City. “ Default” means any event which would with the passage of time or giving of notice, or both, be an “Event of Default” as set forth in “8.1.” of this Agreement. “Developer” means Summit Development, Inc., a Minnesota corporation, and any permitted successors or assigns hereunder. “ Development Costs” means costs actually incurred and paid by Developer for the Project that are eligible to be reimbursed with tax increment revenues. “Development Property” means tract of land described in recital “B” below. “ Improvements” means the improvements to be undertaken by Developer as a part of the Project on the Development Property, including but not limited to land acquisition, site preparation, utility extensions, landscaping, and building construction. “Mortgage” means any mortgage made by Developer that encumbers, in whole or in part, the Development Property. “Mortgagee” means the owner or holder of a Mortgage.

1 “Project” means the construction of improvements (a 24-unit apartment building with detached garage complex) on the Development Property as described in “K.3.” below according to the Construction Plans, with completion by January 1, 2010. “ Project Description” means construction of a 24-unit apartment building with detached garage complex on the Development Property according to the Construction Plans, with completion by January 1, 2010. “ Restrictions” means the easements, covenants, conditions and restrictions set forth in attached “EXHIBIT D”. “State” means the State of Minnesota. “TIF Act” means Minnesota Statutes, Sections 469.174 through 469.1799. “ TIF District” means redevelopment Tax Increment District 1-3 created by the City. “ TIF Plan” means the redevelopment Tax Increment Financing Plan for Tax Increment Financing District 1-3 adopted by the City Council on September 19, 2006. “ Unavoidable Delay” means a failure or delay in a party’s performance of its obligations under this Agreement, or during any cure period specified in this Agreement which does not entail the mere payment of money, not within the party's reasonable control, including but not limited to acts of God, governmental agencies, the other party, strikes, labor disputes (except disputes that could be resolved by using union labor), fire or other casualty, or lack of materials; provided, [1] that within 10 days after a party impaired by the delay has knowledge of the delay, it shall give the other party notice of the delay and the estimated length of the delay, and shall give the other party notice of the actual length of the delay within 10 days after the cause of the delay has ceased to exist, [2] that the parties shall pursue with reasonable diligence the avoidance and removal of any such delay, and [3] that Unavoidable Delay shall not extend performance of any obligation unless the notices required in this definition are given as herein required. B. The City acquired for redevelopment and cleared certain blighted real property in the City described as follows: That part of the NE¼SW¼ of Section 24 in Township 102, North of Range 35, west of the Fifth Principal Meridian, described as follows: commencing at a point on the east side of First Street 66.00 feet due East of the northeast corner of Block 5 in the Original Town of Jackson, according to the plat thereof, running thence Easterly on and along the southerly line of Ashley Street 282.50 feet to the northwest corner of a tract conveyed to the City of Jackson, Minnesota, by deed recorded as Document 252802; thence Southerly 200.00 feet, more or less, along the west line of the tract conveyed by Document 252802 to the north line of White Street; thence Westerly on and along the north line of White Street 282.50 feet, more or less, to a point on the east side of First Street directly South of the point of commencement; thence North 200.00 feet, more or less, to the point of commencement;

2 together with all hereditaments and appurtenances belonging thereto (“Development Property”). C. In cooperation with Jackson County and “Friends of the Trails”, the City has developed bicycle and pedestrian trails within the City, including trails along the Des Moines River. D. The City engaged in preliminary planning to establish a trail-head, memorial public park upon a certain blighted tract located between the Development Property and the Des Moines River (the “Wells Tract”). E. The Wells Tract contained an obsolete building that once served as a grocery but in recent years was used for cold storage of building materials. F. The City conducted a housing study that disclosed the need for additional multi- family housing units in the City, which need has not been met. G. In 2005 DMC Company (“DMC”) expressed an interest in developing and constructing multi-family housing facilities on the Development Property. H. DMC terminated negotiations for such development pending resolution of the City’s attempts to acquire the Wells Tract for public park purposes. I. Negotiations to acquire the Wells Tract for park and trail-head purposes failed, so the City initiated proceedings to acquire the Wells Tract through eminent domain. J. While eminent domain proceedings were pending, the then-owners of the Wells Tract negotiated its sale to the City, and the sale closed. K. Since the City acquired the Wells Tract, K.1. The parties have filed a dismissal of the eminent domain action. K.2. The City has demolished and removed the obsolete building from the Wells Tract. K.3. Following such demolition and removal Developer proposed specific terms pursuant to which it will construct and establish a 24-unit apartment building with detached garage complex on the Development Property. K.4. The City has designated the Development Property as a “Multi-Family – R-3” district under and pursuant to the City’s zoning ordinance and on the City’s zoning map and has amended its Comprehensive Plan accordingly. L. The City desires to promote housing development within the City and has determined [1] that construction of the Project on the Development Property will increase the City’s tax base, will provide needed multi-family rental housing units, will provide employment opportunities, will result in redevelopment of the Development Property, and will, therefore, benefit the City, County, and State, and [2] that, accordingly, assisting Developer with the Project is in the public interest. L. City and Developer have agreed upon terms pursuant to which City will assist Developer with the Project and desire to reduce their agreement to writing. Agreement

3 FOR VALUABLE CONSIDERATION, IT IS HEREBY AGREED by and between City and Developer as follows: 1. City’ representations and warranties. The City makes the following representations to Developer: 1.1. The City has the power to enter into this Agreement and to carry out its obligations hereunder. 1.2. The Project is a “redevelopment development project” within the meaning of the Act and was created, adopted and approved in accordance with the terms of the Act. 1.3. The Tax Increment District is a redevelopment “tax increment district” within the meaning of the TIF Act and was created, adopted and approved in accordance with the terms of the TIF Act. 2. Developer’s representations and warranties. Developer represents and warrants as follows: 2.1. Developer is a corporation duly organized and existing under the laws of the State of Minnesota, has power to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. 2.2 Developer will, subject to Unavoidable Delays, complete the Project in accordance with the terms of this Agreement and with all local, state, and federal laws and regulations. 2.3. When the Project is completed, the Development Property will have a market value as determined pursuant to Minnesota Statutes, Section 273.11 of at least $2,200,000. 2.4. Developer has not received a notice or communication from any local, state, or federal official that the activities of the Developer, the City, or the City with respect to the Development Property may be or will be in violation of any environmental law or regulation. 2.5. Developer is not aware of any facts that would cause it to be in violation of any local, state or federal environmental law, regulation, or review procedure with respect to the Development Property. 2.6. Neither the execution or 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 by, limited by, conflicts with, or results in a breach of, any restriction, agreement or instrument to which Developer is now a party or by which Developer is bound. 2.7. Developer is not in default in the payment of the principal of or interest on any indebtedness for borrowed money and is not in default under any instrument or agreement under and subject to which any indebtedness for borrowed money has been issued. 2.8. Developer has no knowledge or information that any member of the governing body of the City or any other officer of the City has any direct or indirect financial interest in Developer, in the Development Property, or in the Project.

4 2.9. Developer is or will be the owner in fee simple of the Development Property. 3. Restrictions on use and ownership of Development Property. 3.1. Use. Developer’s use of the Development Property shall be subject to and in compliance with all of the conditions, covenants, restrictions, and limitations imposed by this Agreement, the Restrictions, and all applicable laws, ordinances and regulations. 3.2. Restrictions. Developer shall prepare, execute, and record on the title to the Development Property a Declaration of Restrictive Covenants, in form approved by the City, which includes the Restrictions set forth on “EXHIBIT B”. 3.2.1. If Developer determines that operation of the Development Property and the Improvements would endanger the financial viability thereof, Developer may request that the City consent to the amendment, modification, or termination of any of the restrictions in any respect. 3.2.2. The City is under no obligation to consent to amendment, modification, or termination of any of the Restrictions and may, in its sole and absolute discretion, refuse to do so. 3.3. Assessment Agreement. The Assessment Agreement shall be executed by Developer and the City as of the date hereof, and Developer shall cause the Assessment Agreement with an executed Assessor’s Certificate attached as “EXHIBIT C” to be recorded on the title to the Development Property. 4. Construction and completion of Project 4.1. Construction Plans. Developer shall make available to the City Construction Plans for the Project prior to construction of the Project. 4.1.1. The Construction Plans shall provide for construction of the Project in conformity with the Plans, this Agreement, and all applicable state and local laws and regulations. 4.1.2. The City shall approve the Construction Plans in writing if, in the reasonable discretion of the City, the Construction Plans [a] substantially conform to the Plans and subsequent amendments approved by the City; [b] conform to the terms and conditions of this Agreement; [c] conform to the terms and conditions of the Development Plan; [d] conform to all applicable federal, state and local laws, ordinances, rules and regulations; [e] are adequate to provide for construction of the Improvements; and [f] no Event of Default has occurred. 4.1.3. No approval by the City [a] shall relieve Developer of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to properly construct the Project, or [b] shall constitute a waiver of an Event of Default. 4.1.4. Any disapproval of the Construction Plans shall set forth the reasons therefor and shall be made within 30 days after the date of their receipt by the City. 4.1.5. If the City rejects the Construction Plans, in whole or in part, Developer shall submit new or corrected Construction Plans within 30 days after written notification to Developer of the rejection.

5 4.1.6. These provisions relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City. 4.2. Undertaking of Project. Subject to Unavoidable Delays, Developer will complete the Project in accordance with the terms of the Project Description. 4.2.1. All work with respect to the Improvements shall be in substantial conformity with the Construction Plans approved by the City. 4.2.2. Developer shall promptly begin the Project and diligently prosecute the Project to completion in accordance with the requirements of the Project Description. 4.2.3. Developer shall make reports, in such detail and at such times as may reasonably be requested by the City, as to the actual progress of the Developer with respect to the Project. 4.2.4. Developer shall not interfere with, or construct any improvements over, any public street or utility easement without the prior written approval of the City. 4.2.5. All connections to public utility lines and facilities shall be subject to approval of the City and of any private utility company involved. 4.2.6. Except for public improvements which are assessable by the City or other governmental body against other benefited properties, all street and utility installations, relocations, alterations, and restorations shall be at the Developer’s expense and without expense to the City. 4.2.7. Developer, at its own expense, shall replace any public facilities or utilities damaged during the Project by Developer or its agents or by others acting on behalf of or under the direction or control of the Developer. 4.3. Certificate of Completion. Promptly after completion of the Project in accordance with the Project Description, the City will furnish to Developer an appropriate Certificate of Completion as conclusive evidence of satisfaction and termination of the agreements and covenants of this Agreement with respect to the obligations of the Developer to complete the Project. 4.3.1. The furnishing by the City of the Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Mortgagee. 4.3.2. If the City refuses or fails to provide a Certificate of Completion, the City shall, within 15 days after the Developer provides the architect's certificate referenced in Section 4.3(a), provide to Developer a written statement specifying [a] in what respect the Developer has failed to complete the Project in accordance with this Agreement, or is otherwise in default, and [b] what measures or acts will be necessary, in the opinion of the City, for the Developer to obtain the Certificate of Completion. 5. Defense of Claims and insurance. 5.1. Defense of Claims. Developer shall defend, indemnify, and hold harmless the City and its officers, employees, and agents for any loss, damages, and expenses (including

6 attorneys’ fees) in connection with any claims or proceedings arising from damages or injuries received or sustained by any person or property by reason of any actions or omissions of Developer or its contractors, agents, officers, or employees or arising out of or relating to this Agreement or the transactions contemplated by this Agreement, other than claims or proceedings arising from any negligent or unlawful acts or omissions of the City or its contractors, agents, officers or employees. 5.1.1. Promptly after receipt by the City of notice of the commencement of any action in respect of which indemnity may be sought against Developer under this Agreement, [a] such person shall notify Developer in writing of the commencement thereof, and [b] subject to the provisions hereinafter stated, Developer shall assume the defense of such action (including the employment of counsel, who shall be satisfactory to the City, and the payment of expenses) insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Developer. 5.1.2. The City shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of Developer unless the employment of such counsel has been specifically authorized by Developer. 5.1.3. Notwithstanding the foregoing, if the City has been advised by independent counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to Developer, then [a] Developer shall not be entitled to assume the defense of such action on behalf of the City, but [b] Developer shall be responsible for the reasonable fees, costs and expenses (including the employment of counsel) of the City in conducting its defense. 5.1.4. Developer shall not be liable to indemnify any person for any settlement of any such action effected without Developer’s consent. 5.2. Insurance. Developer [a] shall keep and maintain the Development Property and Improvements at all times insured against such risks, in such amounts, and with such deductible provisions as are customary in connection with facilities of the type and size comparable to the Improvements, and [b] shall carry and maintain, or cause to be carried and maintained, and pay or cause to be paid timely the premiums for direct damage insurance covering all risks of loss – including but not limited to fire, extended coverage perils, vandalism and malicious mischief, boiler explosion (but only if steam boilers are present), and collapse – on a replacement cost basis in an amount equivalent to the full insurable value thereof. 5.2.1. “Full insurable value” shall include the actual replacement cost of the Improvements, exclusive of foundations and footings, without deduction for architectural, engineering, legal or administrative fees or for depreciation. 5.2.2. The policies required by this section “5.2.” shall be subject to a no coinsurance clause or contain an agreed amount clause, and may contain a deductibility provision not exceeding $25,000. 5.2.3. Subject to the terms of any mortgage relating to the Development Property, policies of insurance required by this section “5.2.” shall insure and be payable to Developer, and shall provide for release of insurance proceeds to Developer for restoration of loss.

7 5.2.4. Developer shall furnish to the City certificates showing the existence of such insurance. 5.2.5. In case of loss, Developer may adjust the loss and execute proof thereof in the name of all parties in interest. 5.2.6. Developer shall annually file with the City [a] a schedule describing all such policies in force, including the types of insurance, names of insurers, policy numbers, effective dates, terms of duration, and any other information the City deems pertinent, together with [b] a certificate executed by Developer stating that, to the best of the knowledge of Developer, insurance on the Improvements then in force complies with this section “5.2.” 5.3. Condemnation. 5.3.1. In the event of a taking of all of the Development Property under the power of eminent domain other than by the City or Jackson County, or in the event that a deed is given under the threat thereof, this Agreement shall terminate, provided that so long as the maximum amount of Assistance has not been paid, the City shall pay any amounts of tax increment received from the TIF District after termination to Developer. 5.3.2. Any partial taking of the Development Property shall not affect the provisions of the Assessment Agreement. 6. TIF Financing. Developer shall be responsible to pay all of the Development Costs, but the City, in order to encourage the Developer to proceed with the construction and installation of the Improvements and to assist the Developer in paying the Development Costs, is willing to provide the Assistance to reimburse Developer for Development Costs from revenues generated by the TIF District. 6.1. Reimbursements shall not exceed [a] $35,000 annually for 25 years, and [b] $875,000 in total. 6.2. Reimbursements shall be limited to the lesser of the actual revenues generated by the TIF District or the amount of the Development Costs. 6.3. Reimbursements shall be paid semi-annually in two (2) equal installments per year, payable within thirty (30) days of City’s receipt of property tax revenues from Jackson County. 6.4. City’s obligation to pay semi-annual reimbursements in full is contingent upon City’s receipt of sufficient tax increment revenues from the TIF District to make each such payment. 6.4.1. City’s obligation to pay the reimbursements shall be a special obligation of the City, payable solely from tax increment revenues of the TIF District, which are hereby specifically pledged to the payment thereof. 6.4.2. City’s obligation to pay the reimbursements shall not be a general obligation of the City, and the City shall not be obligated to levy ad valorem property taxes for the payment thereof. 6.4.3. The City will not reimburse Developer for any of its costs from City revenues nor guaranty the amount of money that Developer will annually receive as reimbursement for Development Costs.

8 6.5. Conditions precedent to reimbursements. 6.5.1. Upon payment by Developer of Development Costs, Developer will deliver to the City an instrument executed by Developer [a] specifying the amount and nature of Development Costs claimed for reimbursement, and [b] certifying [i] that such Development Costs have been paid to third parties unrelated to Developer (or if related to Developer, that such costs do not exceed the reasonable and customary costs of services, labor or materials of comparable quality, dependability, availability, and other pertinent criteria), and [ii] that such Development Costs have not previously been contained in an instrument furnished to the City pursuant to this Agreement. 6.5.2. Together with such instrument, Developer shall deliver to the City evidence satisfactory to the City of the payment by Developer of such Development Costs to be reimbursed. 6.5.3. Thereafter, the City will provide to Developer reimbursement, constituting a portion of the Assistance described in section “6.1.” above, equal to the Development Costs incurred and paid up to the maximum amount then due and payable, in accordance with the payment schedule provided on “Schedule C” attached hereto. 6.6. If Developer is unable to satisfy the conditions precedent set forth above, then Developer shall be responsible for payment of the costs incurred by the City as provided in section “8.5” hereof. 6.7. Satisfaction of Conditions Precedent. 6.7.1. Notwithstanding anything to the contrary contained herein, the City’s obligation to reimburse Developer for Development Costs shall be subject to satisfaction, or to waiver in writing by the City, of all of the following conditions precedent: 6.7.1.1. The conditions precedent in section “6.5.” above have been satisfied; 6.7.1.2. Developer shall not be in default under the terms of this Agreement; and 6.7.1.3. The Assessment Agreement shall have been executed by Developer and recorded before any Mortgage on the Property. 6.7.2. If all of the above conditions required to be satisfied prior to the provision of Assistance have not been satisfied by January 1, 2010, either the City or Developer may terminate this Agreement. 6.7.2.1. Upon such termination, the provisions of this Agreement relating to the Improvements shall terminate and, except as provided in “8” below, neither Developer nor the City shall have any further liability or obligation to the other hereunder. 6.8. Administrative expenses. City may retain and use to defray administrative expenses in an amount not to exceed ten percent (10%) of total tax increment generated from the Development Property. 7. Prohibitions against assignment and transfer. Developer has not made and will not make, or suffer to be made, any total or partial sale, assignment, conveyance, lease

9 (other than leases of space in the Improvements constructed as a part of the Project or a mortgage securing financing for the Project), or other transfer, with respect to this Agreement or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the City in each instance, which approval shall not be unreasonably withheld. 7.1. The City shall be entitled to require as conditions to any such approval that the proposed transferee [a] has the qualifications and financial responsibility, as reasonably determined by the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by Developer; and [b] by recordable instrument satisfactory to the City, shall – for itself and its successors and assigns – assume all of the obligations of Developer under this Agreement. 7.2. No transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the City of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Development Property and the completion of the Project that the City would have had, had there been no such transfer or change. 7.3. At least fifteen (15) days prior to any such assignment or transfer, Developer shall submit to the City for review all legal documents relating to the transfer. 7.4. Notwithstanding the foregoing, this section “7” shall not apply to any transfer or assignment [a] to any entity controlling, controlled by, or under common control with Developer, or [b] to any entity in which the majority equity interest is owned by the party that have a majority equity interest in Developer. 7.5. Provided that no Event of Default exists hereunder, any such transfer or assignment shall release Developer from its obligations hereunder upon execution and delivery to the City by the transferee or assignee of an instrument in form and substance satisfactory to the City by which the transferee or assignee assumes the obligations of Developer hereunder. 7.6. In the absence of specific written agreement by the City to the contrary, no such transfer or approval by the City thereof shall be deemed to relieve Developer, or any other party bound in any way by this Agreement or otherwise with respect to the completion of the Project, from any of their obligations with respect thereto. 7.7. The provisions of this section “7” shall terminate at such time as the Certificate of Completion with respect to the Project has been issued by the City under section “4.3.” of this Agreement. 8. Default. 8.1. Events of Default. The following shall be “Events of Default” under this Agreement, and the term “Event of Default” shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events which occurs and continues for more than 30 days after notice to the defaulting party of such Default: 8.1.1. Failure of Developer to complete the Project in accordance with the Project Description, as required by this Agreement.

10 8.1.2. Failure of Developer to furnish the Construction Plans as required, as required by this Agreement. 8.1.3. Failure of Developer to pay any taxes on the Development Property as they become due. 8.1.4. Failure of Developer to observe and perform any other covenant, condition, obligation, or agreement on its part to be observed or performed hereunder or under the Restrictions. 8.1.5. Filing of any voluntary petition in bankruptcy or similar proceedings by Developer; general assignment for the benefit of creditors made by Developer or admission in writing by Developer of inability to pay its debts generally as they become due; or filing of any involuntary petition in bankruptcy or similar proceedings against Developer which are not dismissed or stayed within 60 days. 8.2. Remedies on Default. If the City desires to exercise any of its rights or remedies as provided herein or otherwise available to the City at law or in equity, the City shall first provide written notice to Developer setting forth with specificity and particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). 8.2.1. Developer shall have thirty (30) days from receipt of a Default Notice to cure or remedy the Event of Default specified in the Default Notice, or such longer period as may be reasonably required to complete the cure as soon as reasonably possible under the circumstances. 8.2.2. If following Developer’s receipt of a Default Notice Developer does not cure or remedy the Event of Default therein specified within the time provided above, the City may take any one or more of the following actions at any time prior to Developer’s curing or remedying the Event of Default: 8.2.2.1. Suspend its performance under this Agreement until it receives assurances from Developer, deemed adequate by the City, that Developer will cure its default and continue its performance under this Agreement. 8.2.2.2. Terminate all rights of Developer under this Agreement. 8.2.2.3. Withhold the Certificate of Completion. 8.2.2.4. Terminate the Assistance. 8.2.2.5. Take whatever action at law or in equity may appear necessary or desirable to the City to enforce performance and observance of any obligation, agreement, or covenant of Developer under this Agreement. 8.2.3. In the event that this Agreement is terminated in whole or in part because the Conditions Precedent to the provision of the Assistance under section “6.3.” hereof have not been met, then Developer shall pay all costs incurred by the City to third parties in connection with this Agreement or shall reimburse the City for any costs so paid by it and all costs of City services reasonably allocable to this Agreement, in addition to any other amounts payable by the Developer hereunder.

11 8.2.4. In the event the City should fail to observe or perform any covenant, agreement, or obligation of the City on its part to be observed and performed under this Agreement, then Developer may take any one or more of the following actions,: 8.2.4.1. Suspend its performance under this Agreement until it receives assurances from the City, deemed adequate by Developer, that the City will cure its default and continue its performance under this Agreement. 8.2.4.2. Terminate all rights of the City under this Agreement. 8.2.4.3. Take whatever action at law or in equity may appear necessary or desirable to Developer to enforce performance and observance of any obligation, agreement, or covenant of the City under this Agreement, in which event City shall be obligated to pay Developer’s reasonable attorney’s fees resulting from the default. 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the City or to Developer 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. 8.3.1. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. 8.3.2. In order to entitle the City or Developer to exercise any remedy reserved to them, it shall not be necessary to give notice unless notice is expressly required under this Agreement. 8.4. Waivers. All waivers by either party to this Agreement shall be in writing. 8.4.1. If any provision of this Agreement is breached by either party and thereafter waived by the 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. 8.5. Fees. Developer shall pay all of the costs and fees necessary to file the Assessment Agreement in the office of the County Recorder in and for Jackson County, Minnesota. 9. Miscellaneous provisions. 9.1. Conflict of Interests. 9.1.1. No member, official, employee, consultant, or employees of the consultants of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, consultant, or consultant’s employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. 9.1.2. No member, official, consultant, consultant’s employee, or employee of the City shall be personally liable to Developer or its successors in interest for any

12 default or breach by the City, for any amount which may become due to Developer or its successors, or on any obligations whatsoever under the terms of this Agreement. 9.2. Equal Employment Opportunity. Developer, its successors and assigns, shall comply with all applicable affirmative action and nondiscrimination laws or regulations during construction of the Project. 9.3. Restrictions on use. Developer, its successors and assigns, shall devote the Development Property to, and only to and in accordance with, the uses specified in this Agreement and shall not discriminate upon the basis of race, color, creed, sex, or national origin in the sale, lease, rental, use, or occupancy of the Development Property or of any improvements erected or to be erected thereon, or any part thereof. 9.4. Captions. Any captions of the several parts and sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 9.5. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by either party to the other party shall be sufficiently given or delivered if dispatched by registered or certified mail, postage prepaid and return receipt requested, or delivered personally as follows: 9.5.1. If to the City: City of Jackson, Minnesota Attn: City Administrator 80 West Ashley Street Jackson, MN 56143 9.5.2. if to Developer: Summit Development, Inc. Attn: President 913 Manor Drive, Suite 201 Spring Lake Park, MN 55432 or at such other address with respect to either party as that party may, from time to time, designate in writing and forward to the other party as provided in this section. 9.6. Term of Agreement. This Agreement shall terminate upon the earlier to occur of [a] the date upon which the TIF District is decertified under Minnesota law, or [b] the reimbursement of all eligible Development Costs as provided in section “6” hereof; provided, that notwithstanding the termination of this Agreement, the Restrictions shall remain in full force and effect until terminated in accordance with its terms. 9.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 9.8. Venue. Any action brought upon or pursuant to this Agreement shall be venued in Jackson County, Minnesota. 9.9. Amendment. This agreement may be modified or amended but only by a writing that expressly states that it constitutes such an amendment and that is signed by the parties hereto.

13 9.10. Entire agreement. This contract contains the entire agreement between the parties regarding improvement of the Development Property, and neither party has relied upon any verbal or written representations, agreements, or understandings not set forth herein. 9.11. Binding effect. This agreement shall inure to the benefit of and shall bind City, Developer, and their respective successors and assigns. Dated: , 2009. City of Jackson, Minnesota Summit Development, Inc.

By: By: James M. Jasper, Mayor Printed name:

Its: Attest: Dean Albrecht, City Administrator

STATE OF MINNESOTA, COUNTY OF JACKSON) ss. This “DEVELOPMENT AGREEMENT” was acknowledged before me on 2008, by James M. Jasper and Dean Albrecht, the Mayor and City Administrator, respectively, of City of Jackson, Minnesota, a municipal corporation under the laws of Minnesota, on behalf of the City.

(seal) Notary Public

STATE OF MINNESOTA, COUNTY OF ) ss. This “DEVELOPMENT AGREEMENT” was acknowledged before me on 2008, by , the of Summit Development, Inc., a corporation under the laws of Minnesota, on behalf of the corporation.

(seal) Notary Public

Drafted by: HANDEVIDT & ANDERSON Attorneys at Law 309 Sherman Street, P. O. Box 225 Jackson, MN 56143-0225 Phone: 507-847-2052