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HomeMy WebLinkAbout2014-09-22 PACKET 09.1.Cottage J Grove h ere Pride and Prosperity Meet TO: Planning Commission Members FROM: John McCool, Senior Planner DATE: September 17, 2014 RE: Leafline Labs, LLC — Conditional Use Permit and Site Plan Review On September 17, the City Council approved two planning applications, conditional use permit and site plan, filed by Leafline Labs, LLC. Their proposal is to construct a pharmaceutical manufacturing and processing facility that produces a medical cannabis pharmaceutical product. The proposed site is approximately 24 acres of land located south of 97th Street and approximately 2,000 feet west of Jamaica Avenue. Marijuana will be grown inside the facility and manufactured into medical cannabis. The applicant is not proposing a dispensary facility. The first development phase for the proposed pharmaceutical facility is constructing a 50,750 square foot one -level building, approximately 105 parking spaces, a security gate /building, two access drives, three loading docks, and a security fence around the perimeter of the manufacturing facility. The building is proposed to be expanded to approximately 108,500 square feet with an additional 315 parking spaces proposed in future phases. A copy of the planning staff's memorandum to the City Council is attached. This document includes maps and illustrations of the proposed facility. The reason the public hearing was not held by the Planning Commission was to meet the deadline for medical cannabis manufacturing applications to be submitted to the Minnesota Department of Health. Leafline Labs requested the City's expedient review and conditional approval for their project by mid - September 2014. For this reason, the Planning Commission was unable to hold the public hearing early enough to have made a recommendation to the City Council for their meeting on September 17, 2014. The Planning Commission is not asked to take any action. We are simply providing you with a copy of the information given to the City Council. The City Council held the public hearing and approved both applications on a 4 -to -0 vote on September 17. REQUEST OF CITY COUNCIL ACTION COUNCIL AGENDA MEETING ITEM # DATE 9/17/14 44 Igummmula 3'11 Community Development ORIGINATING DEPARTMENT Jennifer Levitt STAFF AUTHOR COUNCIL ACTION REQUEST 1. Hold the scheduled public hearing on Leafline Lab's conditional use permit and site plan review applications. 2. Consider approving the conditional use permit and site plan review applications for a pharmaceutical manufacturing and processing facility that would produce a medical cannabis pharmaceutical product on approximately 24 acres of land located south of 97th Street and approximately 2,000 feet west of Jamaica Avenue. 3. Consider approving the Contract for Private Development by and Between the Cottage Grove EDA and Leafline Labs, LLC dated September 9, 2014. STAFF RECOMMENDATION 1. Hold the scheduled public hearing. 2. Adopt the resolution approving the conditional use permit and site plan review. 3. Approve the Contract for Private Development by and Between the Cottage Grove EDA and Leafline Labs, LLC dated September 9, 2014. ADVISORY COMMISSION ACTION DATE REVIEWED APPROVED DENIED ® ECONOMIC DEV. AUTHORITY 9/9/14 ❑ ® ❑ SUPPORTING DOCUMENTS ® MEMO /LETTER: Memo from Jennifer Levitt and John McCool dated 9/10/14 ® RESOLUTION: Draft ❑ ORDINANCE: ❑ ENGINEERING RECOMMENDATION: ❑ LEGAL RECOMMENDATION: ® OTHER: Existing Conditions and Removal Plan; Certificate of Survey; Grading Plan; Site Plan; Floor Plan; Building Elevations (East and North Elev.); Building Elevations (West and South.Elev.); Phase I Landscaping; Future Phase Landscaping; Contract for Private Development ADMINISTRATOR'S COMMENTS 1 �-t m Ci Administrator Date COUNCIL ACTION TAKEN: []APPROVED ❑ DENIED ❑ OTHER Cottage Grove 116 're pride ana?Vosperity Meet TO: Mayor and Members of the City Council Ryan Schroeder, City Administrator FROM: Jennifer Levitt, Community Development Director /City Engineer John McCool, Senior Planner DATE; September 10, 2014 R'E. Leafline Labs, LLC — Conditional Use Permit and Site Plan Applications Proposal Leafline Labs, LLC, 222 Second Street, #1106, Minneapolis, MN, has submitted conditional use permit and site plan review applications for a pharmaceutical manufacturing and processing facil- ity that produces a medical cannabis pharmaceutical product. The proposed site consists of approximately 24 acres of land located south of 97th Street and approximately 2,000 feet west of Jamaica Avenue. Marijuana will be grown inside the facility and manufactured into medical cannabis. The applicant is not proposing a dispensary facility. The first development phase for the proposed pharmaceutical facility consists of constructing a 50,750 square foot one -level building, approximately 105 parking spaces, security gate/building, two access drives, three loading docks, and a security fence around the perimeter of the manu- facturing facility. The building is proposed to be expanded to approximately 108,500 square feet with an additional 315 parking spaces proposed in future phases. The City Council is recommended to take the following actions: 1) Hold the scheduled public hearing. 2) Approve the conditional use permit and site plan applications. 3) Approve the contract for private development by and between the Cottage Grove EDA and Leafline Labs, LLC, dated September 9, 2014. Below is an aerial photo showing the location of the proposed pharmaceutical manufacturing and processing facility. Location Map Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 2 of 17 Ordinance Requirements The proposed location of the proposed pharmaceutical manufacturing and processing facility is zoned General Industry (1 -2). This zoning classification is consistent with the industrial land use designation shown on the Future Land Use Map of the City's Future Vision 2030 Comprehensive Plan, adopted on March 2, 2011. The proposed pharmaceutical manufacturing facility is permitted as a conditional use in the 1 -2 District. The facility will consist of production, material processing and handling, and research and development. This facility meets the intent and definition of pharmaceutical manufacturing. The City's Zoning Ordinance requires site plan approval for new structures and major additions to existing structures. The purpose of the site plan review is to ensure that new development con- forms to the City's development standards and ordinance regulations. All the minimum building setbacks and maximum building height regulations are met. Exterior building materials for industrial buildings are required to have a minimum of 65 percent of Class 1 or Class 2 materials. Class I materials comprise of copper panels, fired clay face brick, natural stone, transparent glass, or other comparable or superior materials. Class 2 materials are archi- tecturally textured precast concrete panels, concrete brick, masonry stucco, specialty concrete block, synthetic or cultured stone, or tile. The proposed building materials for the pharmaceutical manufacturing and processing facility complies with these ordinance regulations. The proposed facility is also compliant with the Minnesota 2914 Law — Chapter 311 — S.F. No. 2470 requirement that a manufacturer of medical cannabis may not operate in any location, whether for distribution or cultivation, harvesting, manufacturing, packaging, or processing, within 1,000 feet of a public or private school existing before the date of the manufacturing's registration with the commissioner. Planning Considerations Pharmaceutical Manufacturing and Processing Facility The proposed pharmaceutical manufacturing facility will include a marijuana growing facility and processing equipment for manufacturing, processing, and packaging medical cannabis. The growing and manufacturing facilities will be interior to the Phase I building and expand into the proposed future 108,500 square foot building addition. The site plan shows the layout for the future building and parking lot expansions. The Phase I development is shown in the gray- shaded areas on the site plan below. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 3 of 17 __ 7th - s t - zr °' ��ga >_°�,°.___' +�wlslns...�_____�°._°-.�_.- yam- ....�.— ___.9��5out6 •.�R�..� ?��.�:<.. ,. «... a �-°---- j�,��l� ..v ._� AN L ° alrsuwaea kSSWCt%� � C y.S �_— ___— __ - -__ �_- .-- " - ''••� �i� ,.,.. Iw I i � • � / i � � � i -� T «.au.,ew sres�lnrx. `-' y' i r. Ate, - ---------------- - - - ----- ----- 1 f _ FyTURE~ ' �aw F A�tKING ° r) . EuRI 1 gIItP� Butt PHASE • - PUTURE " PHASE EPT mn IJ t S 1 IueagyY+VaV � � � 1 Site Plan A decorative wrought iron fence will be erected around the entire building and the parking area east of the principal structure. A security building will be constructed at the main entrance (east access drive). This security structure is approximately 300 feet north of 97th Street and provides adequate stacking space for trucks and passenger vehicles entering and exiting the site. Security gates will be placed on the entrance and exit drives at the security building and at the secondary access drive. The secondary access is necessary for emergency personnel related to emergency response to the site. A series of stormwater basins will also be graded north of the main parking area and building. These basins will be designed to accommodate stormwater runoff from all impervious surfaces for Phase I and future phases. A copy of the proposed grading plan is shown below. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 4 of 17 —� — � C o — 7 ANNE—, ce- R a °+'� — � 6 /11 I %144» 4� 1 l.� 1� —� �— �I IIII �.n��; • f / � , i ?at � � � ,�,. __ � 'ai���f���`$ �c jA iu le LA -y r i Proposed Grading Plan Existing Conditions The parcel is located south of 97th Street and west of Renewal by Andersen's property. The gross land area of the proposed pharmaceutical manufacturing site is approximately 24 acres. An existing stormwater basin partially encroaches the 24 -acre site in the northwest corner. The City will prepare a subdivision plat for the proposed site, and the existing stormwater basin will be plat- ted as an outlot. This outlot will be approximately two acres in size and will eventually be owned and maintained by the City. The majority of the proposed site is relatively flat and is currently used for cropland. Windbreaks comprised of mature coniferous and deciduous trees and volunteer brush of varying species bi- sect the center of the property and along the north, east, and south boundary lines. Some of the wooded areas will be removed for construction of private access roads, public utilities, and onsite drainage basins. City ordinance allows up to 30 percent tree removal before tree mitigation is required. An aerial photo of the subject property (red boundary) and surrounding properties is shown below. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and site Plan Applications September 10, 2014 Page 5of17 2009 Aerial Photo A series of photos showing the existing windbreaks are shown below. A description of each photo is also provided below each photo. The east -west windbreak looking to the west. The easterly north -south windbreak looking to the south. IIIIIIIIII II 7i1YISl ryr4ili Sii` .r Ameri Lbgi"s #iics Tr`acge,,liome ShQP ,,., r, Y" ` } a Renewal by Anders . I f Proposed Site � 2009 Aerial Photo A series of photos showing the existing windbreaks are shown below. A description of each photo is also provided below each photo. The east -west windbreak looking to the west. The easterly north -south windbreak looking to the south. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 6 of 17 C The woodland area on the 24 -acre site is estimated to be approximately 5.6 acres. Phase I pro- poses tree removal of approximately 2.4 acres and the Future Phase approximately 0.4 acres. City ordinance permits up to 30 percent tree removal without requiring tree mitigations. Based on these estimates, approximately 2.8 acres or equates to 54 percent tree removal. City staff will work with the applicant to refine the final tree mitigation calculations. Final determination for tree mitigation might require minor modifications to the proposed Phase I and Future Landscaping Plan. The illustration below shows existing contours and the areas where existing tree areas will be removed. Photo of mature red pine trees located in the northern east -west windbreak. Most red pines have died or are diseased. east -west windbreak. Most of these plants are considered to be invasive seedlings. Location of the westerly access drive south of 97th Street. Existing stormwater basin south of 97th Street and in the northwest corner of the subject site. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 7 of 17 Ire Removal Removal � 7, .. I �! Building Materials Leafline Labs' proposed pharmaceutical manufacturing facility is proposed to be constructed with an integral colored rock -face concrete masonry block material installed by a mason. The exterior wall is primarily an integral colored rock -face CMU that is proposed to be an integral light gray /cream /white color for the majority of the wall sections. A dark gray rock -face CMU is pro- posed at all the screen walls and equipment enclosures. The CMU materials will cover a mini- mum of 65 percent of the wall on each of the four elevations. An exterior insulated finish system (EIFS) (Class 3 material) will be a dark gray color. The EFIS material will be used as a continuous band at the parapet around most of the building (except where integral light gray /cream /white CMU colored rock -face is proposed on the northeast corner of the building. EIFS will also used between the windows located on the northeast corner of the building (office area). The only Class IV material on the building is the prefinished metal composite panels and painted steel covering a modest canopy over the main entrance. The building will be 28 to 29 feet in height. The building height might change based on the final design for the internal work areas. Overall, the proposed exterior materials comply with the 65 percent minimum coverage of Class I materials. The developer intends to bring sample materials and color board to the September 17 City Council meeting. The building elevations and architectural illustrations of the building's exte- riors are shown below and on the plan set is attached to this memorandum. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 8 of 17 rn u 1 icy East Elevation View from the Northeast east elevatlon 6wb: 1116'=1-0' Vl iii t1 iiX Al —tmnwa Ibt al 2sX W.— On' 143X 6V5 6.158 of t3.t% tow 6,W661 100% (rpfa wkulxbs wNbWM9n0 +NA rd d0 iwl Ldudo wJpw�R a 4aaA aesba vw north elevatlon Wmmu: twm vfr =1.r xv — Jad33) 153 s/ 23% 0-11 A0130 "1" ELF, t.6591t 241% inW 0AWO 100% (mteiuka/l:kn5 v5 at -Ijdi mil, aroldleAka a0ipmentw Uasli mdoswes North Elevation Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 9 of 17 t NI View from the Northwest west elevation wwda,t s:+kt 116' =1'-0` Ii1nS.lhtme t,00t.1 11 I. 1.ttOJ 00.1% Ome 10% peolnsdmhdms- naeay..5., m West Elevation South elevation e."'uh: spNt 1116• =110• Wdoo lf— N.! 03% OY.M.d d.. 075 s1 5.5% Yssorey 1,5176! 67,5% E77a 1.153sf 10.41 Tahl 6.701st 100% South Elevation Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 10 of 17 View from the South Cottage Grove, MIS sentative color or Insulation Finish iia (Custom color to iCMU2) —_ Prefiinished (fiashinrg, X Building Floor Flan Phase I proposes the construction of a 50,750 square foot building that is divided into the fol- lowing operation areas: Example of an Integral Colored Rock -face Concrete Masonry Block (Class I Material) Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 11 of 17 Grow Room, Lab, Research & Dev., and Equip. 38,199 sq. ft. Shipping, Packa ing, Storage, Docks 6,132 sq. ft. Administration Offices, Security and Lockers 6,428 sq. ft. Future Building Expansion 108,500 sq. ft. Gross Floor Area (Phase I and Future Expansion) 159,250 An illustration of the floor plan is shown below. rtr M[.pnnA�[�'3Y.177 .1d ------ ------------ ^--------- - -- --^ 1 � . 4 � 1 ) I I — 1 � T L [7 C + U (5 Y 9 , I ---------- _ r Man I1hffdhp 1,o,ryY.M 10..e.M RSen6le0, Rio, F4YA.°'M. R +YPNI 641PGNp1 R53Y w 4 a.�rron,>Dww..aw. p Y,sw,,MS.i64 1�'F1x+ ln440�atn eNlM.40'11 Proposed Floor plan Tree Inventory and Landscaping A tree inventory and grading plan are being finalized. Once this information is available, the grad- ing limits will be determined and the actual number of specimen trees proposed to be removed will be known. City ordinance allows up to 30 percent tree removal before mitigation is required. Trees that are dead or diseased will not be included in the 39 percent removal calculation. City staff has discussed city tree preservation and landscaping regulations with the applicant's con- sultants. A landscape plan was prepared and submitted to the City for review and approval. The consultant acknowledged that the ordinance regulations pertinent to tree preservation and mini- mum landscaping improvements will be complied with. The existing tree and brush plant materials between 97th Street and the east -west windbreak are mostly invasive Siberian elm seedlings. The applicant proposes to remove these seedlings and grade this area (front yard) to establish a mowed turf ground cover with an underground irrigation system along 97th Street. The other yard areas interior of the site might be a combination of mowed turf and prairie grasses /wildflowers or other low - maintenance vegetation. A management plan for the prairie grasses /wildflowers will be required to be submitted to the City for review and approval. Honorable Mayor, City Council Members and Ryan Schroeder Leaf[ine Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 12 of 17 An earth-berm will be graded along the south property boundary line to mitigate public view of the dock area and equipment apparatuses necessary for the pharmaceutical manufacturing facility from 100th Street. The distance from the subject parcel's south boundary line to 100th Street is approximately 535 feet. Fvergreen trees are proposed to be planted at the crest of the proposed five-foot high berm along the south property line. A copy of the Phase I and Future Landscaping Plan is shown below. Future Phase Landscaping Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 13 of 17 Utilities The property is in the Metropolitan Urban Service Area (MUSA). City utility services (e.g. water and sanitary sewer) are available in this area and are adequately sized to accommodate the pro- posed facilities' ultimate construction. The extension of trunk sanitary sewer and watermain will be necessary on the west side of the site. A drainage and utility easement over these trunk utili- ties must be granted to the City. The illustration below shows the location of these trunk utilities. L 't1. I I e ` --- EN NCE Drainage and Utility Easement for trunk Utilities __ FFTrFi 15 (TL— MIN f I � In FUTU � } SEC l 1 „��fifflUJ °PARKIG r ;BUIL I G x PHASE 1; tl l i PRASE tllt` I a FU TUEZE f F � I Iai4RKIIVG -e - - -- -- -- - -- __ == _- _= __�__---- - - - - -� L � 6 Easement Illustration The site will be graded to direct stormwater runoff to drainage basins that will ultimately connect to the existing stormwater basin in the northwest corner of the subject site. A stormwater management plan and runoff calculations will be submitted to the South Washington Watershed District and City Engineer for review and approval. Street lights already exist along the south side of 97th Street. This project will not require the re- location of any street light pole. Parking The overall development plan shows a total of 420 parking spaces. Based on the minimum num- ber of parking spaces required for Phase I and future phases, the proposed 420 parking spaces complies with city ordinance requirements. Phase I provides for 105 parking spaces with an addi- tional 315 parking spaces as proof of parking. Except for parking spaces designated for handicap accessibility, all other parking spaces are required to be a minimum of 9 feet wide and 20 feet deep. Drive aisles for two -way traffic must be a minimum of 24 feet wide. Landscape islands are proposed for the interior parking area and parking lot lighting will be in- stalled. All parking surfaces must be concrete or asphalt. Overflow parking on unapproved Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 14 of 17 surfaces is prohibited. A building permit is required for each phase that additional parking is con- structed. Public Hearing Notices Public hearing notices were mailed to 12 property owners who are within 500 feet of the ap- plicant's property boundaries. These notices were mailed on September 4, 2014. The public hear- ing notice was also published in the September 3, 2014, edition of the South Washington County Bulletin. On September 11, 2014, the City received an email message from Jason Lundin. Mr. Lundin ex- pressed his discouragement that the City was considering allowing such a manufacturing facility and should look into more grocery stores and gas stations around the Andersen Windows area. Mr. Lundin stated that he will not locate his business in Cottage Grove if the proposed manufac- turing facility is approved and is concerned that the City of Cottage Grove will be labeled as a "Pot Town" with a bad reputation. No other public comments have been received as of September 12, 2014. City Department Review Representatives from various City Departments were provided preliminary information and draft plans of Leafline Lab's development plans as they became available. On September 10, 2014, the City's Technical Review Committee reviewed Leafline Labs' latest development plans that were prepared by Leafline Labs' consultants. Based on these plans, City staff found the project compliant with city development standards, and City staff's cursory comments made throughout the plan development process were accurately illustrated on the site plan. The Technical Review Committee's recommendations were incorporated in the conditions recommending approval of this project for the City Council's consideration. Due to the Minnesota Department of Health's deadline for medical cannabis manufacturing appli- cations, Leafline Labs requested the City's expedient review and conditional approval for their project by mid - September 2014. For this reason, the Planning Commission was unable to hold the public hearing early enough to have made a recommendation to the City Council for their meeting on September 17, 2014. Alternatively, the public hearing was scheduled for the Septem- ber 17, 2014, regular City Council meeting, and publication of the public hearing notice and notifi- cation to surrounding property owners of the applicant's proposal was accomplished. The City Council shall hold the public hearing for public comment and make a final decision based on the findings in this memorandum. The conditions of approval can be modified based on relevant testimony that might be presented at the September 17, 2014 City Council meeting. Development Agreement The Cottage Grove Economic Development Authority (EDA) reviewed the project at their Sep- tember 9, 2014 meeting. At this meeting, the EDA approved the purchase and development agreement for a +/- 40,000 square foot pharmaceutical manufacturing facility on a +/ -20 acre parcel in the Cottage Grove Business Park. The City Council is recommended to approve the Development Agreement as recommended by the EDA. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 15 of 17 Recommendation That the City Council consider approval of Leafline Labs LLC's conditional use permit and site plan (dated September 10, 2014) for the development of a pharmaceutical manufacturing and processing facility. The proposed site consists of approximately 24 acres of land located south of 97th Street and approximately 2,000 feet west of Jamaica Avenue. A dispensary facility is not proposed with this pharmaceutical manufacturing and processing facility. This recommendation is based on findings of facts listed below: A. The proposed pharmaceutical manufacturing and processing facility is permitted use as a condi- tional use in the 1 -2, General Industry District. B. All minimum and maximum development regulations for the 1 -2 District are complied with. C. The 1 -2, General Industry zoning classification, for the subject site is consistent with the "indus- trial" land use designation in the City's adopted Future Vision 2030 Comprehensive Plan. The approval of the conditional use permit and site plan review for the ultimate development of a 159,250 gross square foot pharmaceutical manufacturing and process facility with 420 parking spaces, stormwater basins, security building, loading docks and ancillary mechanical equipment screened on the outside wall or on top of the roof as depicted on the site plan dated September 10, 2014, is subject to the following conditions: A dispensary facility is not proposed with this pharmaceutical manufacturing and processing facility. 2. A pharmaceutical manufacturing and processing facility shall be ventilated so that all odors cannot be detected by a person with a normal sense of smell at the exterior of the pharma- ceutical manufacturing and processing facility or at any adjoining use or property. Growing, manufacturing, or processing medical cannabis must comply with all applicable laws and shall not produce noxious or dangerous gases or odors or otherwise create a danger to any person or entity in or near the manufacturer's facilities. The applicant shall provide to the City verification from a qualified industrial hygienist that the pharmaceutical manufacturing and processing facility provides appropriate odor control systems so as not to produce any noxious or dangerous gases or odors or create any dangers to any person or entity in or near the pharmaceutical manufacturing and processing facility. An odor maintenance plan must be submitted to the City and approved by the City's consultant. 3. All signage must comply with City Sign Ordinance regulations, and a building permit must be obtained prior to the installation of any signs. 4. All applicable permits (building, electrical, grading, mechanical, and right -of -way) and a commercial plan review packet must be completed, submitted, and approved by the City prior to the commencement of any construction activities. Detailed construction plans must be reviewed and approved by the Building Official and Fire Marshal. 5. Final drainage plans must be submitted to the South Washington Watershed District for review. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 16 of 17 6. Irrigation shall be provided for all sodded and mulched landscaped areas, including mainte- nance to take place to the curb line of 97th Street. Irrigation must also be provided to each landscape island interior to the parking lot. The irrigation system shall consist of an under- ground sprinkling system that is designed by a professional irrigation installer to meet the water requirements of the site's specific vegetation. The system shall be detailed on the landscape plan. A maintenance plan must be submitted to the City for approval for all other yard areas featuring prairie grasses and wildflowers. The grass area for that section of land abutting Renewal by Andersen's private access road must be maintained. 7. All site lighting must meet City Code requirements. All light fixtures must be downward di- rected with cut -offs and be architecturally designed to match the overall design for the building. The specifications of all light fixtures must be provided by the City with the applica- tion for a building permit. 8. Final architectural plans, lighting details, and exterior construction materials and colors must be reviewed and approved by the Planning Department prior to the issuance of a building permit. 9. The grading and erosion control plan for the site must comply with NPDES II Permit requirements. Erosion control devices must be installed prior to commencement of any grading activity. Erosion control must be performed in accordance with the recommended practices of the "Minnesota Construction Site Erosion and Sediment Control Planning Hand- book" and the conditions stipulated in Title 10 -5 -8, Erosion Control During Construction, of the City's Subdivision Ordinance. 10. The applicant must provide the City with an as -built survey of all private utilities prior to issu- ance of a certificate of occupancy. 11. All mechanical and odor suppression equipment and trash enclosures must be screened as required in City Code Title 11, Chapter 6, Section 3, Solid Waste Storage and Title 11, Chapter 6, Section 4, Screening Requirements. 12. All landscaping improvements must comply with the City's landscaping and tree preserva- tion regulations as required in City Code Title 11, Chapter 6, Section 5, Landscaping Re- quirements, and City Code Title 11, Chapter 6, Section 6, Tree Preservation. Installation of landscaping shall occur in a timely fashion and be consistent with an approved plan. A letter of credit in the amount of 150 percent of the landscape estimate shall be submitted to the City as required by City Code Title 11, Chapter 6, Section 5(I). The financial guarantee shall be in effect for one year from the date of installation to ensure the installation, survival, and replacement of the landscaping improvements. The property owner must continue mainte- nance of all the landscaping improvements as shown on the approved landscaping plan dated September 10, 2014. 13. The property owner must allow City personnel to enter upon the property to maintain, repair, and inspect all public utility systems that exist on the property. Flushing the fire hydrant internal to the site is the City's responsibility. Honorable Mayor, City Council Members and Ryan Schroeder Leafline Labs, LLC — CUP and Site Plan Applications September 10, 2014 Page 17 of 17 14. The property owner must allow the City to plat their property and agrees to sign the final plat for recording purposes at the Washington County Recorder's Office. All required drainage and utility easements and platted parcels will be shown on the final plat. The stormwater basin in the northwest corner of the site will be platted as an outlot and deeded to the City upon acceptance by the City Engineer. 15. The property owner must agree to grant to the City without cost to the City all drainage and utility easements as recommended by the City Engineer. Temporary easements are acceptable until the final plat has been recorded. At a minimum, the temporary drainage and utility easements will consist of a ten -foot minimum width along the property boundary lines adjoining a public right -of -way the east boundary line of the site. A five -foot minimum width is required along the south property boundary line. A 40 -foot wide utility and drainage ease- ment is required along the west property boundary line as depicted on the Certificate of Survey dated September 8, 2014. These easements will be shown on the future plat. 16. The applicant must remove all temporary construction access drives connecting to 97th Street. 17. Outdoor storage of containers, pallets, waste /recycle containers, etc. are prohibited. 18. Exterior building materials for future building additions must be similar to the principal struc- ture's exterior color, design, texture, and exterior building materials. 19. All conditions and requirements of the Contract for Private Development By and Between Cottage Grove Economic Development Authority and Leafline Labs, LLC dated September 9, 2014, must be complied with. 20. The pharmaceutical manufacturer must be registered by the commissioner of Health as re- quired in the 2014 Minnesota Session Laws -- Chapter 311 -- S. F. No. 2470. 21. The exterior building materials for the proposed security building must be similar to the prin- cipal structure's exterior color, design, texture, and exterior building materials. 22. The design and materials for the security fencing must match the specifications of the Montage Commercial Majestic 3/4 — Rail Fence or equivalent design. 23. The west drive connection to 97th Street must be realigned to be directly across from the existing access drive on the north side of the road. A draft resolution was prepared for both planning applications. The findings of facts and condi- tions of approval as recommended by City staff were incorporated in the attached resolution. These conditions can be modified based on City Council's findings and relevant public testimony. ATTACHMENTS: Existing Conditions and Removal Plan Certificate of Survey Grading Plan Site Plan Floor Plan Building Elevations (East and North Elev) Building Elevations (West and South Elev) Phase I Landscaping Future Phase Landscaping A RESOLUTION APPROVING A CONDITIONAL USE PERMIT AND SITE PLAN REVIEW FOR A PHARMACEUTICAL MANUFACTURING AND PROCESSING FACILITY THAT WILL PRODUCE A MEDICAL CANNABIS PHARMACEUTICAL PRODUCT TO BE LOCATED SOUTH OF 97TH STREET AND APPROXIMATELY 2,000 FEET WEST OF JAMAICA AVENUE WHEREAS, Leafline Labs, LLC, has applied for a conditional use permit and site plan review of a pharmaceutical manufacturing and processing facility that would produce a medical cannabis pharmaceutical product on approximately 24 acres of land located south of 97th Street and approximately 2,000 feet west of Jamaica Avenue. The property is legally described as: {Legal Description) WHEREAS, public hearing notices were mailed to property owners within 500 feet of the property and a public hearing notice was published in the South Washington County Bulletin; and WHEREAS, the City Council held a public hearing on September 17, 2014; and WHEREAS, a planning staff report, which detailed specific information on the property and the application request was prepared and presented; and WHEREAS, the public hearing was open for public testimony and testimony from the applicant and the public was received and entered into the public record. NOW, THEREFORE BE IT RESOLVED, the City Council of the City of Cottage Grove, Washington County, Minnesota, hereby approves the conditional use permit and site plan review of a pharmaceutical manufacturing and processing facility that would produce a medical cannabis pharmaceutical product on approximately 24 acres of land located south of 97th Street and approximately 2,000 feet west of Jamaica Avenue. The property is legally described above. Approval is based on the following findings of fact: A. The proposed pharmaceutical manufacturing and processing facility is permitted use as a conditional use in the 1 -2, General Industry District. B. All minimum and maximum development regulations for the 1 -2 District are complied with. C. The 1 -2, General Industry zoning classification, for the subject site is consistent with the "industrial" land use designation in the City's adopted Future Vision 2030 Comprehensive Plan. BEIT FURTHER RESOLVED, the approval of the conditional use permit and site plan review is subject to the following conditions: Resolution No. 2014 -XXX Page 2 of 4 A dispensary facility is not proposed with this pharmaceutical manufacturing and processing facility. 2. A pharmaceutical manufacturing and processing facility shall be ventilated so that all odors cannot be detected by a person with a normal sense of smell at the exterior of the pharmaceutical manufacturing and processing facility or at any adjoining use or property. Growing, manufacturing, or processing medical cannabis must comply with all applicable laws and shall not produce noxious or dangerous gases or odors or otherwise create a danger to any person or entity in or near the manufacturer's facilities. The applicant shall provide to the City verification from a qualified industrial hygienist that the pharmaceutical manufacturing and processing facility provides appropriate odor control systems so as not to produce any noxious or dangerous gases or odors or create any dangers to any person or entity in or near the pharmaceutical manufacturing and processing facility. An odor maintenance plan must be submitted to the City and approved by the City's consultant. 3. All signage must comply with City Sign Ordinance regulations, and a building permit must be obtained prior to the installation of any signs. 4. All applicable permits (building, electrical, grading, mechanical, and right -of -way) and a commercial plan review packet must be completed, submitted, and approved by the City prior to the commencement of any construction activities. Detailed construction plans must be reviewed and approved by the Building Official and Fire Marshal. 5. Final drainage plans must be submitted to the South Washington Watershed District for review. 6. Irrigation shall be provided for all sodded and mulched landscaped areas, including maintenance to take place to the curb line of 97th Street. Irrigation must also be provided to each landscape island interior to the parking lot. The irrigation system shall consist of an underground sprinkling system that is designed by a professional irrigation installer to meet the water requirements of the site's specific vegetation. The system shall be detailed on the landscape plan. A maintenance plan must be submitted to the City for approval for all other yard areas featuring prairie grasses and wildflowers. The grass area for that section of land abutting Renewal by Andersen's private access road must be maintained. 7. All site lighting must meet City Code requirements. All light fixtures must be downward directed with cut -offs and be architecturally designed to match the overall design for the building. The specifications of all light fixtures must be provided by the City with the application for a building permit. 8. Final architectural plans, lighting details, and exterior construction materials and colors must be reviewed and approved by the Planning Department prior to the issuance of a building permit. Resolution No. 2014 -XXX Page 3 of 4 9. The grading and erosion control plan for the site must comply with NPDES II Permit requirements. Erosion control devices must be installed prior to commencement of any grading activity. Erosion control must be performed in accordance with the recommended practices of the "Minnesota Construction Site Erosion and Sediment Control Planning Handbook" and the conditions stipulated in Title 10 -5- 8, Erosion Control During Construction, of the City's Subdivision Ordinance. 10. The applicant must provide the City with an as -built survey of all private utilities prior to issuance of a certificate of occupancy. 11. All mechanical and odor suppression equipment and trash enclosures must be screened as required in City Code Title 11, Chapter 6, Section 3, Solid Waste Storage and Title 11, Chapter 6, Section 4, Screening Requirements. 12. All landscaping improvements must comply with the City's landscaping and tree preservation regulations as required in City Code Title 11, Chapter 6, Section 5, Landscaping Requirements, and City Code Title 11, Chapter 6, Section 6, Tree Preservation. Installation of landscaping shall occur in a timely fashion and be consistent with an approved plan. A letter of credit in the amount of 150 percent of the landscape estimate shall be submitted to the City as required by City Code Title 11, Chapter 6, Section 5(I). The financial guarantee shall be in effect for one year from the date of installation to ensure the installation, survival, and replacement of the landscaping improvements. The property owner must continue maintenance of all the landscaping improvements as shown on the approved landscaping plan dated September 10, 2014. 13. The property owner must allow City personnel to enter upon the property to maintain, repair, and inspect all public utility systems that exist on the property. Flushing the fire hydrant internal to the site is the City's responsibility. 14. The property owner must allow the City to plat their property and agrees to sign the final plat for recording purposes at the Washington County Recorder's Office. All required drainage and utility easements and platted parcels will be shown on the final plat. The stormwater basin in the northwest corner of the site will be platted as an outlot and deeded to the City upon acceptance by the City Engineer. 15. The property owner must agree to grant to the City without cost to the City all drainage and utility easements as recommended by the City Engineer. Temporary easements are acceptable until the final plat has been recorded. At a minimum, the temporary drainage and utility easements will consist of a ten -foot minimum width along the property boundary lines adjoining a public right -of -way the east boundary line of the site. A five -foot minimum width is required along the south property boundary line. A 40 -foot wide utility and drainage easement is required along the west property boundary line as depicted on the Certificate of Survey dated September 8, 2014. These easements will be shown on the future plat. 16. The applicant must remove all temporary construction access drives connecting to 97th Street. Resolution No. 2014 -XXX Page 4 of 4 17. Outdoor storage of containers, pallets, waste /recycle containers, etc. are prohibited. 18. Exterior building materials for future building additions must be similar to the principal structure's exterior color, design, texture, and exterior building materials. 19. All conditions and requirements of the Contract for Private Development By and Between Cottage Grove Economic Development Authority and Leafline Labs, LLC dated September 9, 2014, must be complied with. 20. The pharmaceutical manufacturer must be registered by the commissioner of Health as required in the 2014 Minnesota Session Laws -- Chapter 311 -- S. F. No. 2470. 21. The exterior building materials for the proposed security building must be similar to the principal structure's exterior color, design, texture, and exterior building materials. 22. The design and materials for the security fencing must match the specifications of the Montage Commercial Majestic 3/4 — Rail Fence or equivalent design. 23. The west drive connection to 97th Street must be realigned to be directly across from the existing access drive on the north side of the road. Passed this 17th day of September 2014. Myron Bailey, Mayor Attest: Caron M. Stransky, City Clerk MA t z a z a m a W a V W Q. L � L r W U � Q -a �w Z W d� Q V1 V J bc Ic r �i�� �liilll mm F N � � Q LU W w w a a v � VI L9 6 a J N 1 r Z W 2 LL O� F� O nn¢ t LL LLJ O w F z & z 80- A W w W $ o g$® ° u ° a a ac - ° u rj !R F- Z u w 8 �gw V ) u u v� y ti y co W Q O ea LLJ I J °� Z m J 3� Eo� �i�� �liilll mm R f m F N 2 R f m - -esa- - - -s QT r f l fdd+fr !� _ R� _ ' �r+rrlr { r � Z a �r ; ;__r � � z t rr�- � u 4 1 r ri m d r o f "1 pp G � f 1 j yP Pl F r �` j fl Ifli �a l \� ✓ r55 .. 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'n' 11" O i A I IS W I� ,� d o o tla 15- o- L 01 I II II II it 114' IL IJ -1 IF It IF IF It YI It 0� list .rr 0 4- - — it i 4J II II i all- F I; -21 i A I IS W I� ,� d o o tla 15- o- L 01 I II II II it 114' IL IJ -1 IF It IF IF It YI It 0� list .rr 0 4- - — it i 4J II II i all- 4 0 1 LL 0 ki w u T1WWA t HIND 16 gg 0 1 gill 11 'fill l i j'� 1. t q ' ' 4 P p,, M Uv. 4 0 1 LL 0 ki w u T1WWA t HIND 16 gg 0 1 gill 11 'fill l i j'� 1. t q ' ' 4 P p,, M % e cu 4 0 f i t ,A, � I k- PC fir �a xi lip lip % e cu 4 0 f i t ,A, � I k- S H -1p y A y A xi lip lip 090514 CONTRACT PRIVATE DEVELOPMENT By and Between COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY And LEAFLINE LABS, LLC This document drafted by: LeVander, Gillen & Miller, P.A. 633 South Concord St. Suite 400 South St. Paul, MN 55075 651 -451 -1831 TABLE OF CONTENTS FWArMM ARTICLEI Definitions ................................................................................... ............................... 1 Section1.1. Definitions .................................................................... ............................... 1 Section1.2. Exhibits ........................................................................ ............................... 2 Section 1.3. Rules of Interpretation . ................................................ ............................... 3 ARTICLE II Representations and Warranties ................................................. ............................... 3 Section 2.1. Representations by the Authority ................................. ............................... 3 Section 2.2. Representations and Warranties by the Developer ...... ............................... 4 ARTICLE III Sale of Development Property; Title; Closing .......................... ............................... 4 Section 3.1. Sale of Development Property ..................................... ............................... 4 Section 3.2. Purchase Price .............................................................. ............................... 4 Section 3.3. Document Review ........................................................ ............................... 5 Section 3.4. Developer's Contingencies .......................................... ............................... 5 Section3.5. Title . ............................................................................. ............................... 5 Section3.6. Closin ......................................................................... ............................... 6 Section3.7. Right of Entry .............................................................. ............................... 8 Section3.8. Platting ......................................................................... ............................... 8 ARTICLE IV Construction of Minimum Improvements ................................ ............................... 8 Section 4.1. Construction of Developer and Minimum Improvements .......................... 8 Section 4.2. Grading/Drainage Plan and Easements ........................ ............................... 8 Section 4.3. Street Maintenance, Access, and Repair ...................... ............................... 9 Section4.4. Erosion Control ............................................................ ............................... 9 Section 4.5. Zoning; Other Approvals ............................................. ............................... 9 Section 4.6. Commencement and Completion of Construction ....... ............................... 9 Section 4.7. Certificate of Completion .......................................... ............................... 10 Section 4.8. Reconstruction of Improvements ............................... ............................... 10 ARTICLE V Other Obligations of Developer ............................................... ............................... 10 Section 5.1. Building Permit Fees ....... ............................... Section 5.2. Administrative Costs .................................................. ............................... 10 Section 5.3. Miscellaneous Requirements ..................................... ............................... 11 ARTICLEVI Insurance ................................................................................. ............................... 11 Section 6.1. Required Insurance .................................................... ............................... 11 Section 6.2. Evidence of Insurance .................................................. .............................12 ARTICLE VII [This Section intentionally left blank.] .................................. ............................... 12 ARTICLE VIII Prohibition Against Sale; Encumbrances ............................. ............................... 12 Section 8.1. Prohibition Against Sale of Minimum Improvements .............................. 12 Section 8.2. Limitation Upon Encumbrance of Development Property ....................... 13 i ARTICLEIX Events of Default ....... ...................... .......................... ............................... 14 Section 9.1. Events of Default Defined ......................................... ............................... 14 Section 9.2. Remedies on Default .................................................. ............................... 14 Section 9.3. Intentionally Omitted ................................................. ............................... 15 Section 9.4. No Remedy Exclusive ................................................ ............................... 15 Section 9.5. No Additional Waiver Implied by One Waiver ......... ............................... 15 ARTICLE X Additional Provisions ............................................................... ............................... 15 Section 10.1. Conflict of Interests; Representatives Not Individually Liable ................ 15 Section 10.2. Equal Employment OpportunitX ................................ ............................... 15 Section 10.3. Restrictions on Use ................................................... ............................... 15 Section 10.4. Provisions Not Merged With Deed ............................ ............................... 16 Section 10.5. Notices and Demands ................................................ ............................... 16 Section 10.6. Counterpails ............................................................... ............................... 16 Section 10.7. Disclaimer of Relationships ....................................... ............................... 16 Section 10.8. Right of First Refusal ................................................. ............................... 16 EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY EXHIBIT B FORM OF QUIT CLAIM DEED EXHIBIT C LIST OF PRELIMINARY PLAN DOCUMENTS EXHIBIT D FORM OF CERTIFICATE OF COMPLETION EXHIBIT E PRELIMINARY PLAT 11 CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT, made this day of , 2014, by and between the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, having its principal office at 12800 Ravine Parkway South, Cottage Grove, Minnesota 55016 (the "Authority ") and Leafline Labs, LLC, a Minnesota limited liability company, having its principal office at 222 2nd Street SE, Minneapolis, MN 55414 (the "Developer "). WITNESSETH: WHEREAS, the Authority has entered into a Purchase Agreement for the purchase of Development Property within the City that is appropriately zoned for Developer's Minimum Improvements; and WHEREAS, the Authority is willing to sell Development Property to Developer for the construction and operation of Minimum Improvements; and WHEREAS, the Authority believes that the development of land pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of Cottage Grove and the health, safety, morals, and welfare of its residents. NOW, THEREFORE, in consideration of the covenants and the mutual obligations contained herein, the Authority and the Developer hereby covenant and agree with the other as follows: ARTICLE I Definitions Section 1.1. Definitions In this Agreement the following terms shall have the meanings given unless a different meaning clearly appears from the context: "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Cottage Grove Economic Development Authority. "Certificate of Completion" means the certificate, in the form contained in Exhibit D attached hereto, which will be provided to the Developer pursuant to Article IV of this Agreement. "City" means the city of Cottage Grove, a municipal corporation under the laws of Minnesota. "Closing" or "Closing Date" means five (5) business days after the earlier of (i) the Developer waives all contingencies or (ii) the Contingency Date, as may be extended pursuant to Section 3.4 of this Agreement, unless otherwise agreed to by the parties. 1 "Construction Plans" means the final plans for construction of the Minimum Improvements to be submitted by the Developer and approved by the Authority. "County" means Washington County, Minnesota. "Developer" means Leafline Labs, LLC, a Minnesota limited liability company, its successors and assigns. "Development Property" means the real property upon which the Minimum Improvements will be constructed, which property is generally described in Exhibit A attached hereto. "Development Property Deed" means the quit claim deed in the form attached hereto as Exhibit B, by which the Authority will convey the Development Property to the Developer. "Event of Default" means an action by the Developer or the Authority listed in Article IX of this Agreement. "Minimum Improvements" means the construction of an approximately 40,000 square foot building for the purpose of a medical cannabis manufacturing facility consistent with the Preliminary Plans. "Permitted Encumbrance" means any matter shown on such Title Commitment and not objected to by the Developer (other than such consensual liens). "Preliminary Plans" means, collectively, the plans, drawings and specifications for the construction of the Minimum Improvements which will be listed on Exhibit C and attached hereto. "Sale" means any sale, conveyance, lease, exchange, forfeiture other transfer of the Developer's interest in the Minimum Improvements or the Development Property, whether voluntary or involuntary. "State" means the state of Minnesota. "Title Company" means DCA Title, as agent for Old Republic National Title Insurance Company, located at 1276 South Robert Street, West St. Paul, Minnesota 55118. "Unavoidable Delays" means delays which are the direct result of unanticipated adverse weather conditions; strikes or other labor troubles; fire or other casualty to the Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or, except those of the Authority reasonably contemplated by this Agreement, any acts or omissions of any federal, State or local governmental unit which result in delays in construction of the Minimum Improvements, or any other delays caused by reasons outside of the reasonable control of Developer. Section 1.2. Exhibits The following exhibits are attached to and by reference made a part of this Agreement: 2 Exhibit A. Legal description of the Development Property Exhibit B. Form of Quit Claim Deed Exhibit C. List of Preliminary Plan Documents Exhibit D. Form of Certificate of Completion Exhibit E. Preliminary Plat Exhibit F. Purchase Agreement Section 1.3. Rules of Interpretation (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. (b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority The Authority makes the following representations as the basis for the undertakings on its part herein contained: (a) The Authority is a public body corporate and politic under the laws of Minnesota. The Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The persons executing this Agreement and related agreements and documents on behalf of the Authority have the authority to do so and to bind the Authority by their actions. (c) The Authority has received no notice or communication from any local, State or federal official that the activities of the Developer or the Authority in the Development District may be or will be in violation of any environmental law or regulation. The Authority aware of no facts the existence of which would cause it to be in violation of any local, State or federal environmental law, regulation or review procedure. (d) Other than the contingency of the approval of this Development Agreement, Authority has a non - contingent Purchase Agreement for the purchase of the Development Property and will close on the acquisition of the purchase to permit the transfer to Developer. (e) Authority will warrant the Development Property is buildable for the Minimum Improvements and will make any soil corrections as reasonably necessary to construct the Minimum Improvements. 3 Section 2.2. Representations and Warranties by the Developer The Developer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Developer is a Minnesota limited liability company, duly organized and in good standing under the laws of Minnesota and is not in violation of any provisions of its company documents or by -laws. The Developer has the power to enter into this Agreement and carry out its obligations hereunder. The persons executing this Agreement and related agreements and documents on behalf of the Developer have the authority to do so and to bind the Developer by their actions. (b) In the event the Development Property is conveyed to the Developer, the Developer will construct, operate and maintain the Minimum Improvements on the Development Property in substantial accordance with the terms of this Agreement, the Construction Plans and all local, State and federal laws and regulations, including, but not limited to, environmental, zoning, building code and public health laws and regulations, excluding federal laws related to marijuana. (c) The Developer will apply for and use its best efforts to obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, the 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 or used for their intended purpose. (d) The Developer will provide evidence to the Authority that it has sufficient funds for the construction of Minimum Improvements prior to October 10, 2014. (e) Earnest Money The Developer will deposit Twenty -Five Thousand and 00 /100 ($25,000.00) cash in a trust account of Title Company as Earnest Money for the purchase of Development Property. If Developer fails to Close on the Development Property after the contingencies have been satisfied except due to a default by the Authority, including, without limitation, a failure to convey the Development Property to Developer as provided herein, Title Company shall release the Earnest Money to the Authority. If the Authority fails to comply with any terms and conditions of the Agreement prior to Closing, Title Company shall return the Earnest Money to the Developer. If all contingencies are met and the parties proceed to Closing, the Earnest Money shall be applied toward the Purchase Price. ARTICLE III Sale of Development Property; Title; Closing Section 3.1. Sale of Development Property Subject to compliance with the terms of this Agreement, the Authority agrees to sell to Developer, and Developer agrees to buy from the Authority, the Development Property, subject only to Permitted Encumbrances. Section 3.2. Purchase Price The Purchase Price for the Property shall be Three Dollars and 00/100 ($3.00) per square foot payable to the Authority for approximately twenty (20) acres. The specific Purchase Price shall be determined upon completion of the survey and shall be determined before the Closing Date. The Purchase Price includes all area charges, park dedication fees and sewer and water connection fees, but does not include building permit fees, rd planning application fees, state surcharges, Metropolitan Council Environmental Service Sewer Access Charges or platting fees. Section 3.3. Document Review Within fifteen (15) days after the Agreement is executed, the Authority shall make available to Developer for copying true and correct copies of all available documents relating to .the Development Property including test reports, plans, contracts, permits, and any engineering reports for the Developer's review and analysis. Section 3.4. Developer's Contingencies Developer's obligations under this Agreement are contingent upon each of the following occurring on or before 120 days after the date of this Agreement (the "Contingency Date "), provided that Developer may extend the Contingency Date as needed if the Minnesota Department of Health delays the registration decision referenced in subparagraph (f) below. (a) The condition of title shall have been found acceptable to Developer, or been made acceptable, in accordance with the requirements and terms of this Section. (b) The Developer shall have determined that it is satisfied with its review and analysis of the documents submitted by the Authority pursuant to Section 3.3. (c) The Authority has provided and the Developer has approved an ALTA survey, and a Phase I Environmental Review for the Development Property. (d) The Developer has submitted and the Authority has approved the Construction Plans; (e) Developer has received all municipal approvals and required letters of support from local agencies; (f) Developer is awarded a medical cannabis manufacture registration by the Minnesota Department of Health; (g) There has been no Event of Default (as defined in Section 9.1 of this Agreement) on the part of the Developer which has not been cured. If any contingency set forth in this Section 3.4 has not been satisfied on or before the Contingency Date or the Closing Date, as applicable, then this Agreement may be terminated, at Developer's option, by written notice from the Developer to the Authority. Such notice of termination must be given at any time not later than the Closing Date. Section 3.5. Title (a) Condition of Title On the Closing Date, the Authority shall be required to convey fee title to the Development Property to the Developer, subject to no liens, easements, encumbrances, conditions, reservations or restrictions other than the Permitted Encumbrances. (b) Title Insurance Commitment The Authority shall obtain, at Authority's expense, and deliver to the Developer within twenty (20) days after the Effective Date of this Agreement a 5 Title Commitment fiom the Title Company for an Owner's Policy of Title Insurance in the amount of the Purchase Price. Within twenty (20) days after receiving the Title Commitment and Survey, the Developer will make written objections to the form and/or contents of the Title Commitment and Survey. The Developer's failure to make objections within such time period will constitute waiver of objections, except that the Developer shall not be deemed by virtue of failure to so object to have waived any proper objection relating to any consensual lien on the Development Property and shall be considered a Permitted Encumbrance. The Authority shall have thirty (30) days after receipt of the objections to cure the objections, during which period the Closing will be postponed as necessary. The Authority shall use its best efforts to correct any objections. To the extent an objection can be satisfied by the payment of money, the Authority shall have the right to apply a portion of the cash payable to the Authority at the Closing to satisfy such objection and the amount so applied shall reduce the amount of cash payable to the Authority at the Closing. If the objections are not cured within such thirty (30) day period, the Developer's options will be to do the following: (i) terminate this Agreement by written notice to the Authority; (ii) waive the objections and proceed to close; or (iii) give the Authority an extension of up to thirty (30) additional days to correct any objections. Section 3.6. Closing The consummation of the purchase and sale transaction contemplated by this Agreement shall occur on or before the Closing Date at Title Company. Notwithstanding the foregoing, the Closing may be extended as agreed to by the Authority and the Developer or as may be necessary to permit Developer to satisfy Developer's contingencies set forth in Section 3.4 hereof. The Authority shall deliver possession of the Development Property to the Developer on the Closing Date. (a) Authority's Closing Obligations On 'the Closing Date, the Authority shall execute and/or deliver to Developer the following items which are referred to as "Seller's Closing Documents." Seller's Closing Documents shall be duly executed and, where appropriate, be in recordable form. 1. Deed A quit claim deed (the "Deed "), conveying the Development Property to Developer, flee and clear of all encumbrances, except the Permitted Encumbrances. 2. Title Policy A Proforma Title Policy or a suitably marked up Commitment for Title Insurance initialed by Title Company, in the form required by this Agreement, including usual and customary endorsements required by Developer. 3. Seller's Affidavit An Affidavit by the Authority indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving the Authority or the Development Property; that there has been no skill, labor or material furnished to the Development Property for which payment has not been made or for which mechanics' liens could be filed; and that there are no unrecorded interests in the Development Property, together with whatever standard owner's affidavit and /or indemnity (ALTA form) that may be required by Title G Company to issue an Owner's Policy of Title Insurance with the standard exceptions waived. 4. FIRPTA Affidavit A non - foreign affidavit as required by applicable law. 5. Other Documents All other documents reasonably determined to be necessary to transfer the Development Property to Developer free and clear of all encumbrances except for the Permitted Encumbrances or as requested by the Title Company. (b) Developer's Closing Obligations On the Closing Date, Developer will execute and /or deliver to the Authority the following, which (in the case of documents) are referred to as "Developer's Closing Documents." Developer's Closing Documents shall be duly executed and, where appropriate, be in recordable form. 1. Purchase Price The balance of the cash portion of the Purchase Price by wire transfer or other immediately available funds. 2. Other Documents Such other documents as may be reasonably required by Title Company to record the Developer's Closing Documents and issue the Title Insurance Policy required by this Agreement. (c) Costs and Prorations The Authority and Developer agree to the following prorations and allocation of costs regarding this Agreement: 1. All real estate taxes due and payable in the year of Closing shall be prorated on a daily basis through the Closing Date. The Authority shall pay all special assessments levied or pending as of the Closing Date. Developer shall pay all real estate taxes due and payable in years following Closing. The Developer shall pay all special assessments levied from and after the Closing Date. 2. The Authority shall pay all title charges for abstracting and the issuance of the Title Commitment. 3. Developer shall pay any Title Policy premium for the owner's policy of title insurance. 4. Developer shall pay all costs of recording the Deed. 5. The Authority shall pay for the cost of recording any other documents necessary to convey the Development Property as required by this Agreement. 6. The Authority shall pay the deed tax. 7. Any closing fee payable to the Title Company shall be divided equally between Developer and the Authority. 7 8. There are no brokerage or real estate fees or commissions due and payable by the Authority as part of this transaction. Section 3.7. Right of Entry The Authority hereby agrees to a right of entry in favor of Developer for any environmental, site preparation, site grading and installation of footings prior to the transfer of title of Development Property to the Developer. Any improvements, such as footings, shall be installed at Developer's risk and must be removed if this Agreement is terminated prior to Closing. Developer shall have 30 days to remove any improvements and regrade the site if this Agreement is terminated prior to Closing. Section 3.8. Platting The Authority agrees to replat the Development Property as a separate parcel at its sole cost and expense prior to the issuance of any building permits. A draft plat is attached hereto as Exhibit E. ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Developer and Minimum Improvements (a) Within 120 days after execution of this Agreement, the Developer shall submit Construction Plans to the Authority. The Construction Plans shall provide for the construction of Minimum Improvements and shall be in substantial conformity with the Preliminary Plans listed on Exhibit C, attached hereto. All Developer and Minimum Improvements constructed on the Development Property shall be constructed, operated and maintained in accordance with the terms of the Construction Plans, this Agreement, the Comprehensive Plan, and all local, Minnesota and federal laws and regulations (including, but not limited to, Environmental Controls and Land Use Regulations), excluding federal laws relating to marijuana. Developer will use commercially reasonable efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will use commercially reasonable efforts to meet, in a timely manner, the requirements of applicable Environmental Controls and Land Use Regulations which must be met before Developer Improvements may be lawfully constructed. (b) Temporary Structures During construction of Minimum Improvements, Developer shall be allowed to have up to eight (8) temporary structures in order to operate its facility (exclusive of construction trailers). The temporary structure may have up to 8,000 square feet in size and must be removed within six (6) months after the Minimum Improvements are completed or within eighteen (18) months of the Closing Date, whichever occurs first. The temporary structures must comply with security measures required by the Minnesota Department of Health. Section 4.2. Grading/Drainage _ Plan and Easements Developer shall construct drainage facilities adequate to serve the Minimum Improvements in accordance with the Construction Plans. Developer agrees to grant to the City all necessary easements for the preservation of the drainage system, for drainage basins, and for utility service as required by the City. The grading and drainage plan shall include any measures necessary to conform to the overall City storm sewer plan, including but not limited to such considerations as lot and building elevations, drainage swales, storm sewer, catch basins, erosion control structures and ponding areas. The grading of the site shall be completed in conformance with the Construction Plans. All storm sewer facilities, sanitary sewer and water lines shall be private unless located within the City's right of way, in which case, that portion of the facilities shall be public. Section 4.3. Street Maintenance, Access, and Repair The Developer shall clear, on a daily basis, any soil, earth or debris from the existing streets within or adjacent to this Minimum Improvements resulting from the grading or building on the land within the Minimum Improvements by the Developer or its agents, and shall restore to the City's specifications any gravel base contaminated by mixing construction or excavation debris or earth in it, and repair to the City's specifications any damage to bituminous surfacing resulting from the use of construction equipment. Section 4.4. Erosion Control The Developer shall provide and follow a plan for erosion control and pond maintenance in accord with the Best Management Practices (BMP) as delineated by the Minnesota Pollution Control Agency. Such plan shall be detailed on the Construction Plans and shall be subject to approval of the City. The Developer shall install and maintain such erosion control structures as appear necessary under the Construction Plans or become necessary subsequent thereto. The Developer shall be responsible for all damage caused as the result of grading and excavation within the Minimum Improvements including, but not limited to, restoration of existing control structures and clean -up of public right -of -way. As a portion of the erosion control plan, the Developer shall re -seed or sod any disturbed areas in accordance with the Construction Plans. The City reserves the right to perform any necessary erosion control or restoration as required, if these requirements are not complied with after Formal Notice by the City. The Developer shall be financially responsible for payment for this extra work. Section 4.5. Zoning, Other Approvals The Authority agrees to exercise its reasonable efforts to grant or obtain such land use planning review and approvals as may be required in connection with the development of the Minimum Improvements by applicable Land Use Regulations. The parties agree that the development of the Minimum Improvements is in the public interest, will provide significant and important benefits to the City and its residents, and is a desirable and appropriate use of the Development Property. Developer acknowledges and agrees that the Authority cannot and does not undertake in this Development Agreement to bind itself to grant or obtain any approvals, permits, variances, zoning or rezoning applications or other matters within the legislative or quasi-judicial discretion of the Authority or the governing body of any other political subdivision or public agency. The Authority nevertheless agrees that upon request of Developer, it will cooperate with Developer to seek and secure approvals, permits, variances, and other matters as may be required prior to the acquisition by Developer of all portions of the Development Property affected thereby, to cause such matters to be timely considered by the Authority, City and Planning Commission or the governing body of other political subdivisions or public agencies with jurisdiction, and to otherwise cooperate with Developer to facilitate implementation of the Minimum Improvements. Section 4.6. Commencement and Completion of Construction Subject to Unavoidable Delays, the Developer shall commence construction of the Minimum Improvements no later than May 1, 2015. Subject to Unavoidable Delays, the Developer shall have substantially completed the construction of the Minimum Improvements no later than January 31, 2016. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the E Development Property shall be in substantial conformity with the Construction Plans and Developer will not modify the size or exterior appearance of the Minimum Improvements without the consent of the Authority, which consent shall not be unreasonably withheld. The Developer shall make such reports to the Authority regarding construction of the Minimum Improvements as the Authority deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Section 4.7. Certificate of Completion (a) After substantial completion of the Minimum Improvements in accordance with the Construction Plans and all terms of this Agreement, the Authority will furnish the Developer with a Certificate of Completion in the form of Exhibit D hereto. Such certification by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement and in the Development Property Deed with respect to the obligations of the Developer to construct the Minimum Improvements and the dates for the beginning and completion thereof. The Certificate of Completion shall only be issued after issuance of a certificate of occupancy by the City. (b) The Certificate of Completion provided for in this Section 4.7 shall be in such form as will enable it to be recorded in the proper County office for the recordation of deeds and other instruments pertaining to the Development Property. If the Authority shall refuse or fail to provide such certification in accordance with the provisions of this Section 4.7, the Authority shall, within thirty (30) days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default of a material term of this Agreement, and what measures or acts will be necessary, in the opinion of the Authority, for the Developer to take or perform in order to obtain such certification. Section 4.8. Reconstruction of Improvements If the Minimum Improvements are damaged or destroyed before completion thereof and issuance of a Certificate of Completion, the Developer agrees, for itself and its successors and assigns, to reconstruct the Minimum Improvements within one year of the date of the damage or destruction. The Minimum Improvements shall be reconstructed in accordance with the approved Construction Plans, or such modifications thereto as may be requested by the Developer and approved by the Authority in accordance with Section 4.1 of this Agreement, which approval will not be unreasonably withheld. The Developer's obligation to reconstruct the Minimum Improvements pursuant to this Section 4.8 shall end when the Certificate of Completion is issued. ARTICLE V Other Obligations of Developer Section 5.1. Building Permit Fees Developer acknowledges that building permit fees will be payable by Developer or Successor Developer for Developer Improvements. Section 5.2. Administrative Costs The Authority has incurred and will continue to incur administrative costs in reviewing, analyzing, negotiating and studying the Minimum Improvements and this Development Agreement. In consideration of the time, effort and expenses to be incurred in pursuing the undertakings set forth herein, on or before execution of 10 this Agreement, Developer agrees to pay a $5,000 deposit for the costs of certain consulting fees, including planning, financial, attorneys, engineering, testing and any special meetings. If the obligations of Developer under this Agreement result in a reduction of the $5,000 cash deposit to a level of $1,000 or less, then at such point, Developer shall make an additional cash deposit with the Authority to raise the total cash on deposit with the Authority to $5,000. This process of redeposit shall be continued until all of the monetary obligations of Developer pursuant to this Section are paid in full. The obligations set forth in this shall remain in full force and effect and shall survive any termination until all monetary obligations of Developer are paid in full. If, after completion of the tasks contemplated by this Agreement and if, after appropriate payment to the Authority, there remains on deposit any sum, then such sum shall be paid over to Developer by the Authority within 30 days after such completion and payment. If Developer terminates this Agreement because of the Authority's default, Developer shall be entitled to payment of any remaining balance. If the Authority terminates this Agreement because of Developer's default, the deposit shall be retained by the Authority. Section 5.3. Miscellaneous Requirements Any additional requirements as specified by the Authority are incorporated herein. ARTICLE VI Insurance Section 6.1. Required Insurance The Developer agrees to provide and maintain or cause its general contractor to provide and maintain at all times during the process of constructing the Minimum Improvements and, from time to time at the request of the Authority, furnish the Authority with proof of payment of premiums on: 1. 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 with coverage available in nonreporting form on the so called "all risk" form of policy; 2. 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 3. Workers' compensation insurance, with statutory coverage. The policies of insurance required pursuant to clauses (1) and (2) above shall be in form and content reasonably satisfactory to the Authority and shall be placed with financially sound and reputable insurers licensed to transact business in Minnesota. The policy of insurance delivered pursuant to clause (1) above shall contain an agreement of the insurer to give not less than thirty (30) days' advance written notice to the Authority in the event of cancellation of such policy or change affecting the coverage thereunder. 11 Section 6.2. Evidence of Insurance All insurance required in this Article VI shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of Minnesota to assume the risks covered thereby. The Developer agrees to deposit annually with the Authority 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 nor materially modify it without giving written notice to the Developer and the Authority 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 Developer shall furnish the Authority evidence satisfactory to the Authority 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 therefor under the terms of this Agreement. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. ARTICLE VII [This Section intentionally left blank.] ARTICLE VIII Prohibition Against Sale; Encumbrances Section 8.1. Prohibition Against Sale of Minimum Improvements The Developer represents and agrees that its use of the Development Property and its other undertakings pursuant to the Agreement, are, and will be, for the purpose of development of the Development Property and not for speculation in land holding. The Developer further recognizes that in view of the importance of the construction of the Minimum Improvements on the Development Property to the general welfare of Cottage Grove and the substantial assistance that has been made available by the Authority for the purpose of malting such Development possible, the fact that any act or transaction involving or resulting in a significant change in the identity of the Developer is of particular concern to the Authority. The Developer further recognizes that it is because of such qualifications and identity that the Authority is entering into the Agreement with the Developer, and, in so doing, is further willing to accept and rely on the obligations of the Developer for the faithful performance of all undertakings and covenants hereby by it to be performed. For the foregoing reasons, the Developer represents and agrees that, prior to the issuance of the Certificate of Completion, there shall be no sale of the Development Property or the Minimum Improvements by the Developer nor shall the Developer suffer any such sale to be made, without the prior written approval of the Authority. (a) As security for the obligations of Developer under this Agreement, Developer represents and agrees that prior to the issuance of the Certificate of Completion, Developer will maintain its existence as a Minnesota limited liability company and shall not consolidate with or merge into another entity and shall not dissolve or otherwise dispose of all or substantially all of its assets except as permitted by this Agreement. Nothing herein shall prevent Developer from selling or issuing additional membership interests in Developer. Developer and any entity 12 succeeding to all or part of Developer's rights in the Minimum Improvements or any part under this Section may consolidate with or merge into another entity or sell or otherwise transfer to a partnership or limited liability company, or other legal entity, or an individual, all or any part of its interest in this Agreement and the Minimum Improvements and thereafter be discharged from liability hereunder to the extent of the interest so transferred, if Developer or such Successor Developer is not in default of any of its material obligations under this Agreement, if the transferee partnership, limited liability company, entity or individual enters into a written agreement assuming all of the obligations of Developer under this Agreement not retained by Developer, if any, with respect and to the extent of the interest so transferred, in form and substance reasonably acceptable to the Authority, and the transferee partnership, limited liability company, entity or individual is financially capable of and has experience in performing the obligations of Developer under this Agreement and is approved by the Authority. In the event of a consolidation, merger or sale in accordance with this subsection, Developer or other transferor shall not be liable for any actions of the Successor Developer or purchaser or have any liability under this Agreement with respect to matters arising subsequent to such consolidation, merger or sale which relate to the interest so transferred. (b) Developer or any Successor Developer may not sell, transfer, lease or convey the Development Property and its rights and obligations under this Development Agreement with respect to such parcel to another entity, whether or not such Successor Developer is under common management and control with Developer, or is related to Developer, except in accordance with the terms of this Agreement. Except as provided in Section 8.1(a) no such sale, transfer, conveyance or lease shall be effective or recognized for any purpose hereunder, unless: 1. The Successor Developer will assume all of Developer's obligation under any agreement relative to a Credit Provider and the Successor Developer is approved by the Credit Provider and enters into a written assumption agreement acceptable to the Credit Provider; and 2. The Successor Developer will assume all of Developer's financial obligations to the Authority and the Successor Developer is approved by the Authority and enters into a written assumption agreement in form and substance acceptable to the Authority. Section 8.2. Limitation Upon Encumbrance of Development PropertX Prior to the issuance of the Certificate of Completion, the Developer agrees not to engage in any financing creating any mortgage or other encumbrance or lien upon the Development Property or the Minimum Improvements, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attached to the Development Property or the Minimum Improvements, other than the liens or encumbrances directly and solely related to construction of the Minimum Improvements and approved by the Authority, which approval shall not be withheld or delayed unreasonably if the Authority determines that such lien or encumbrance will not threaten its security in the Development Property or the Minimum Improvements. 13 ARTICLE IX Events of Default Section 9.1. Events of Default Defined Each and every one of the following shall be an Event of Default under this Agreement: (a) Failure by the Authority or the Developer to proceed to closing on the Development Property after compliance with or the occurrence of all conditions precedent to closing; (b) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay; (c) Failure by the Developer to pay real estate taxes or special assessments on the Development Property and Minimum Improvements as they become due; (d) Use by the Developer or others of the Minimum Improvements for purposes other than those contemplated and permitted by this Agreement, including failure to comply with Section 10.3 of this Agreement. (e) Transfer or sale of the Development Property or the Minimum Improvements or any part thereof by the Developer in violation of Section 8.1 of this Agreement and without the prior written permission by the Authority; (f) If the Developer shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver; or (g) Failure by either party to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement or the Assessment Agreement; Section 9.2. Remedies on Default Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non - defaulting party may take any one or more of the following actions after providing 30 days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the Event of Default is by its nature incurable within 30 days, the defaulting party does not provide assurances to the non - defaulting party reasonably satisfactory to the non - defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Suspend its performance under this Agreement, including refusing to close on the Development Property, until it receives assurances from the defaulting party, deemed adequate by the non - defaulting party, that the defaulting party will cure its default and continue its performance under this Agreement; (b) Terminate or rescind this Agreement; 14 (c) If the default occurs prior to completion of the Minimum Improvements, the Authority may withhold the Certificate of Completion; (d) Take whatever action, including legal or administrative action, which may appear necessary or desirable to the non - defaulting party to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party under this Agreement or the Assessment Agreement. Section 9.3. Intentionally Omitted. Section 9.4. No Remedy Exclusive No remedy herein conferred upon or reserved to the parties 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 and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in Article IX of this Agreement. Section 9.5. No Additional Waiver Implied by One Waiver In the event any covenant or agreement contained in this Agreement should be 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. ARTICLE X Additional Provisions Section 10.1. Conflict of Interests, Representatives Not Individually Liable No officer, official, or employee of the Authority shall have any personal financial interest, direct or indirect, in this Agreement, nor shall any such officer, official, or employee participate in any decision relating to the Agreement which affects his or her personal financial interests, directly or indirectly. No officer, official, or employee of the Authority shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach or for any amount which may become due or on any obligation under the terms of this Agreement. Section 10.2. Equal Employment Opportunity The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement, it will comply with all applicable equal employment and nondiscrimination laws and regulations. Section 10.3. Restrictions on Use The Developer, for itself and its successors and assigns, agrees to devote the Property and Minimum Improvements only to such land use or uses as may be permissible under the City's land use regulations, which Authority agrees includes use as a medical cannabis production facility. Section 10.4. Provisions Not Merged With Deed None of the provisions of this Agreement is intended to or shall be merged by reason of delivery of the Development Property 15 Deed and the Development Property Deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Notices and Demands Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under the Agreement or any related document by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified United States mail, postage prepaid, return receipt requested, or delivered personally to: (a) in the case of the Authority: 12800 Ravine Parkway South Cottage Grove MN 55016 Attn: EDA Executive Director (b) in the case of the Developer: 222 2nd Street SE Minneapolis, MN 55414 Attn: Peter Bachman or at such other address with respect to either such party as that party may, fiom time to time, designate in writing and forward to the other as provided in this Section 10.5. Section 10.6. Counterparts This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.7. Disclaimer of Relationships The Developer acknowledges that nothing contained in this Agreement nor any act by the Authority or the Developer shall be deemed or construed by the Developer or by any third person to create any relationship of third -party beneficiary, principal and agent, limited or general partner, or joint venture between the Authority and the Developer. Section 10.8. Right of First Refusal if vacant property immediately adjacent to the Development Property becomes available for sale, Developer shall have a right of first refusal on the vacant property, that is, the opportunity to match the primary business terms of a third party offer to purchase the vacant land. Once the right of first refusal is presented to Developer in writing, Developer shall have ten (10) business days to accept or reject the offer. (The remainder of this page has been intentionally left blank.) 16 IN WITNESS WHEREOF, the Authority and the Developer have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Myron Bailey Its President By Ryan Schroeder Its Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2014, by Myron Bailey and Ryan Schroeder, president and executive director, respectively, of the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public 17 LEAFLINE LABS, LLC By Its STATE OF MINNESOTA ) ss COUNTY OF ) The foregoing instrument was executed this day of , 2014, by , the of Leafline Labs, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public iV EXHIBIT A LEGAL DESCRIPTION The Development Property is located in Washington County, Minnesota, and is legally described as follows: [need complete legal prior to execution] A -1 EXHIBIT B FORM OF QUIT CLAIM DEED [to be completed] (Top 3 inches reserved for recording data) QUIT CLAIM DEED Business Entity to Business Entity eCRV number: DEED TAX DUE: DATE: FOR VALUABLE CONSIDERATION, Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota ( "Grantor "), hereby conveys and quitclaims to Leafte Labs, LLC, a limited liability company under the laws of Minnesota ( "Grantee "), real property in Washington County, Minnesota, legally described as follows: (Need Legal) Check here if all or part of the described real property is Registered (Torrens) ❑ together with all hereditanients and appurtenances belonging thereto. Check applicable box: ❑ The Seller certifies that the Seller does not know of any wells on the described real property. ❑ A well disclosure certificate accompanies this document or has been electronically filed. (If electronically filed, insert WDC number: [...].) ❑ I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. Grantor Cottage Grove Economic Development Authority By: Myron Bailey Its: President By: Ryan Schroeder Its: Executive Director ECB -1035 Page 1 of 2 State of Minnesota, County of Washington This instrument was acknowledged before me on , by Myron Bailey as President and by Ryan Schroeder as Executive Director of Cottage Grove Economic Development Authority. (Stamp) (signature of notarial officer) Title (and Rank): Notary Public My commission expires: (month/day /year) THIS INSTRUMENT WAS DRAFTED BY: Korine L. Land, 262432 LeVander, Gillen & Miller, P.A. 633 South Concord Street, Suite 400 South St. Paul, MN 55075 P: (651) 451-18311 F: (651) 450 -7384 Title Not Examined TAX STATEMENTS FOR THE REAL PROPERTY DESCRIBED IN THIS INSTRUMENT SHOULD BE SENT TO: Leafline Labs, LLC EXHIBIT C LIST OF PRELIMINARY PLAN DOCUMENTS The Minimum Improvements shall be constructed in accordance with the following preliminary plan documents: [to be completed] C -1 EXHIBIT D FORM OF CERTIFICATE OF COMPLETION WHEREAS, the Cottage Grove Economic Development Authority (the "Grantor "), by a deed recorded in the office of the County Recorder in Washington County, Minnesota, as Document No. , has conveyed to , Inc., a Minnesota corporation (the "Grantee "), the following described land in County of Washington and State of Minnesota, to -wit: (to be completed prior to execution) and WHEREAS, said deed was executed pursuant to that certain Contract for Private Development by and between the Grantor and the Grantee dated the day of , 2014 and recorded in the office of the County Recorder in Washington County, Minnesota, as Document No. , which Contract for Private Development contained certain covenants and restrictions regarding completion of the Minimum Improvements; and WHEREAS, said Grantee has performed said covenants and conditions in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements specified to be done and made by the Grantee has been completed and the covenants and conditions in the Contract for Private Development have been performed by the Grantee therein, and the County Recorder in Washington County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Minimum Improvements. Dated: COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Myron Bailey Its President By Ryan Schroeder Its Executive Director D -1 STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2014, by Myron Bailey and Ryan Schroeder, the president and executive director, respectively, of the Cottage Grove Economic Development Authority, a public body corporate and politic, on behalf of the Economic Development Authority. 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