Loading...
07/17/2012 - City Council RegularAGENDA EAGAN CITY COUNCIL EAGAN MUNICIPAL CENTER BUILDING JULY 17, 2012 6:30 P.M. I. ROLL CALL AND PLEDGE OF ALLEGIANCE 1- � '-> II. ADOPT AGENDA III. RECOGNITIONS AND PRESENTATIONS A. RECOGNITION of July 4 Funfest (� B. RECOGNITION the City of Eagan for being one of the first cities in Minnesota to achieve Step III of the GreenStep Cities Program IV. CONSENT AGENDA (Consent items are acted on with one motion unless a request is made for an item to be pulled for discussion) VII. NEW BUSINESS VIII. LEGISLATIVE / INTERGOVERNMENTAL AFFAIRS UPDATE A. APPROVE MINUTES P 9 . D B. PERSONNEL ITEMS C. APPROVE Check Registers , S D. APPROVE a Contract Extension with Design Nine for continuing consulting on conduit /fiber installation and authorize a funding transfer E. ADOPT a proclamation recognizing Tuesday, August 7, 2012, as "National Night Out" in the City of Eagan a� F. APPROVE Final Subdivision and Final Planned Development for Nicols Ridge 5 Addition 3a G. AWARD Contract 12 -11 Citywide Trail Improvements . 3`l H. APPROVE Resolution Designating No Parking on Blue Gentian Road (South side - TH 55 to Blue Water Road) and Blue Water Road (Both sides - Blue Gentian Road to TH 55) 3(a I. APPROVE On -Sale Liquor and Sunday License for Andiamo Italian Ristorante, Inc., DBA Andiamo Italian Ristorante, 1629 Lena Court P . 39 J. APPROVE Change Order No. 2 for Contract 12 -06 (Sediment Removal & Outlet Revisions - Water Quality Improvements) K. APPROVE Change Order No. 1 for Contract 12 -08 (Conduit and Fiber) V. PUBLIC HEARINGS Q. 3� A. VARIANCE — Eagan Car Club - A Variance of 12.5 feet to the required 50 foot structure setback from the Hwy 3 right -of -way line B. VACATE Public Service Road Easement, Lot 2, Block 1 Cedar Industrial Park C. VACATE Public Drainage & Utility Easement, Lot 2, Block 1 Northwood Business Park 3rd Addition VI. OLD BUSINESS VII. NEW BUSINESS VIII. LEGISLATIVE / INTERGOVERNMENTAL AFFAIRS UPDATE IX. ECONOMIC DEVELOPMENT AUTHORITY A. CALL TO ORDER B. ADOPT AGENDA 0 C. CONSENT AGENDA fi 1. APPROVE EDA Minutes 2. AUTHORIZE submittal of Redevelopment Grant Program application to the Minnesota Department of Employment and Economic Development to assist with development of a public parking structure in the Cedar Grove Redevelopment Area. 3. AUTHORIZE submittal of a Livable Communities Act (LCA), Transit Orientated Development 4 (TOD) Grant to the Metropolitan Council to assist with development of a public parking structure in the Cedar Grove Redevelopment Area. 4. RECEIVE Cedar Grove Redevelopment Traffic Study Update from SRF Consulting P. LOOP D. OLD BUSINESS E. NEW BUSINESS 1. PUBLIC HEARING to Consider a Purchase Agreement between Paragon Outlets Eagan LLC and the EDA for Approximately 29 Acres of Property in the Cedar Grove Redevelopment District v e uDS F. OTHER BUSINESS G. ADJOURN X. ADMINISTRATIVE AGENDA A. City Attorney B. City Council Comments C. City Administrator D. Director of Public Works E. Director of Community Development XI. VISITORS TO BE HEARD (for those persons not on the agenda) XIi. CLOSED SESSION XI11. ADJOURNMENT 4 City of Evan Memo TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: CITY ADMINISTRATOR HEDGES DATE: JULY 13, 2012 SUBJECT: AGENDA INFORMATION FOR JULY 17, 2012 CITY COUNCIL MEETING ADOPT AGENDA After approval is given to the July 17, 2012 City Council agenda, the following items are in order for consideration. Agenda Information Memo July 17, 2012 A. RECOGNITION OF JULY 4Tx FUNFEST ACTION TO BE CONSIDERED: Recognize the Eagan's July 4 th Funfest volunteer committee for a successful event on July 3 -4, 2012. FACTS: • Following the very successful events held July 3 -4 on the Eagan Festival Grounds at Central Park and the surrounding area, including: o parade and kids bike parade o fireworks o concerts • vendors, games and amusements • health activities • a car show • Ambassador coronation and more; The Eagan City Council wishes to recognize the Funfest Committee and volunteers, as well as City staff who worked together to ensure a safe, successful and entertaining event for the community. 4 Agenda Memo July 17, 2012 City Council Meeting B. RECOGNITION of the City of Eagan for being one of the first cities in Minnesota to achieve Step III of the GreenStep Cities Program ACTION TO BE CONSIDERED: Recognize the City of Eagan for being one of the first cities in Minnesota to achieve Step III of the GreenStep Cities Program and recognize the efforts of the Energy and Environment Advisory Commission for their leadership in working with City staff to achieve this goal. FACTS: ® The GreenStep Cities is a free, voluntary challenge, assistance, and recognition program to assist all Minnesota cities in implementing 28 sustainable development best practices. ® The GreenStep Cities program is a partnership between the Minnesota Pollution Control Agency, the League of Minnesota Cities, and several other partners to help cities meet their sustainability goals. ® Participation in the GreenStep Cities program fit into the City Council's 2011 -12 energy and sustainability goal to maintain a broad based and comprehensive commitment of energy efficiency and environmental sustainability. ® The Council directed that the EEAC incorporate a GreenStep City Goal as part of their 2010 -11 work plan. That goal included having the City named as a GreenStep City Program participant and to use the EEAC to review and identify how the 28 best practices identified under the program are met in Eagan within the areas of Building & Lighting, Land Use, Transportation, Environmental Management, Economic /Community Development. m The City was successful in obtaining Step II of the GreenStep Cities program in June 2011 but continued to set a goal of being the first city to achieve Step III. ® After a lot of work and review the City of Eagan was successful in achieving Step III in June 2012 by accomplishing 20 of the 28 best practices. ® Eagan was one of four cities publically recognized for reaching Step III at the League of Minnesota Cities Conference in June. ® While the recognition is significant, the EEAC and City Staff will continue to work on ways to continue to meet the City's environmental sustainability and energy efficiency goal. ATTACHMENTS: 0 League of Minnesota Cities Tact Sheet on page � . e � �,�l�C:rl,1E car i;�Z`:I�lli5 1 Minnesota GreenStep Cities Recognizing Leaders in Minnesota's Green City Movement The League of Minnesota Cities is proud to recognize the 46 cities that are participating in the Minnesota GreenStep Cities program, 2012 winner of Environmental Initiative's sustainable communities and partnership of the year awards! GreenStep Cities is a free, voluntary challenge, assistance, and recognition program to assist all Minnesota cities. in implementing 28 sustainable development best practices The League Is working with Clean Energy Resource. Teams, .Great Plains Institute, Izaak Walton League —MN Division, Minnesota Pollution Control Agency, Minnesota Department of Commerce --- Division of Energy Resources, and Urban Land Insttitute-MN to promote this program as a pathway to sustai.nability that is cost - effective, pragmatic and achievable for all cities., This program benefits cities in multiple ways: o . More local, green jobs ® Lower costs to government, bus.iness, educational institutions and citizens o Green buildings that are cheaper to operate - ® Green Infrastructure, low- impact development and cleaner water • Transportation options that connect jobs and housing • Walkable /bikeable communities • Local food production • Local renewable energy production and cleaner air At the end of the program's second year, 800 best practice actions have been completed by 4 cities, Please join the League in congratulating these cities for leading the way toward greener communities. 19 cities in bold are new to the program this year, and cities achieving Step Three status are underlined Apple Valley Elk River Mankato Rogers Arlington Falcon Heights Maplewood Rosemount Austin Farmington Marshall Royalton Bemidji Grand Rapids Milan St, Anthony Blackduck Hanover Mountain Iron St, Cloud Breezy Point Hoffman Newport Shorewood Burnsville • Hopkins Northfield Victoria Cottage Grove Kasson Oakdale Warren Delano take Elmo Pine River White Bear Lake Eagan LaPrairie Red Wing Willmar Eden Prairie Luverne Richfield Edina Ma.htomedl Rochester Stop by the GreenStep Cities display table by registration or visit www,MnGreenStep,org to learn more about this program and how you can implement proven sustainability best practices in your city! Agenda Infonnation Memo July 17, 2012 Eagan City Council Meeting CONSENT AGENDA The following items referred to as consent items require one (1) motion by the City Council. If the City Council wishes to discuss any of the items in further detail, those items should be removed from the Consent Agenda and placed under Old or New Business unless the discussion required is brief. A. APPROVE MINUTES ACTION TO BE CONSIDERED: To approve the minutes of the July 3, 2012 Regular City Council meeting as presented or modified. ATTACHMENTS: • Minutes of July 3, 2012 Regular City Council meeting are enclosed on page through \ \ 1� MINUTES OF A REGULAR MEETING OF THE EAGAN CITY COUNCIL Eagan, Minnesota JULY 3, 2012 A Listening Session was held at 6:00 p.m. prior to the regular City Council meeting. Present were Mayor Maguire, Councilmembers Bakken, Fields, Hansen and Tilley. There were no visitors who wished to be heard. A regular meeting of the Eagan City Council was held on Tuesday, July 3, 2012 at 6:30 p.m. at the Eagan Municipal Center. Present were Mayor Maguire, Councilmembers Bakken, Fields, Hansen and Tilley. Also present were City Administrator Hedges, Director of Administrative Services VanOverbeke, Director of Community Development Hohenstein, City Planner Ridley, Director of Public Works Matthys, Communications Director Garrison, Police Chief McDonald, Director of Parks and Recreation Johnson, City Clerk Scipioni and Executive Assistant Stevenson. AGENDA City Administrator Hedges noted the addition of Item P. to the Consent Agenda. Councilmember Tilley moved, Councilmember Hansen seconded a motion to approve the agenda as amended. Aye:5 Nay:0 RECOGNITIONS AND PRESENTATION Mayor Maguire noted several of the July 4 Funfest activities and thanked the Funfest Committee and City staff for their efforts. CONSENT AGENDA City Administrator Hedges noted a change to Items J and N. Councilmember Fields moved, Councilmember Tilley seconded a motion to approve the Consent Agenda as amended. Aye: 5 Nay: 0 A. It was recommended to approve the minute of the June 12, 2012 Special City Council meeting and the June 19, 2012 Regular City Council meeting as presented or modified. B. PERSONNEL ITEMS 1. It was recommended to approve a Finance Department Reorganization 2. It was recommended to authorize hiring of Executive Search Firm, Brimeyer Fursman to assist with the recruitment and screening of Finance Director candidates 3. It was recommended to approve the hiring of Seasonal Employees in Parks & Recreation C. It was recommended to approve Check Registers dated June 22 and June 29 D. It was recommended to approve a Resolution to accept a donation from State Farm Agents for Fire fighter helmets and authorize the necessary budget adjustment E. It was recommended to approve an Amended resolution adopting and implementing the performance benchmarks developed by the Council on Local Results and Innovation 11 City Council Meeting Minutes July 3, 2012 2 page F. It was recommended to approve a JPA with the Minnesota BCA to provide the City's prosecuting attorney access to the Minnesota Criminal Justice Data Communications Network (CJDN) G. It was recommended to approve Change Order No. 1, Contract 12 -10 - Citywide Storm Sewer Improvements H. It was recommended to approve an amendment to dark fiber license agreement between the City of Eagan and the Minnesota Valley Transit Authority (MVTA) I. It was recommended extension of completion dates for Interim Use Permit - 915 Yankee Doodle Road (Hoovestol) J. It was recommended to authorize Submittal of Comments to Minnesota Housing Finance Agency and others regarding the Dakota County Community Development Agency's proposed River Ridge Family Townhomes at 3206 Sibley Memorial Highway K. It was recommended to approve Encroachment and Maintenance Agreement for Lot 2, Block 1, Eagan Pointe L. It was recommended to approve On -Sale Liquor and Sunday License for Lone Oak Grill, LLC, DBA Lone Oak Grill, 3010 Eagandale Place M. It was recommend to approve Premise Permit for Metro Baseball League to conduct lawful gambling at Lone Oak Grill, 3010 Eagandale Place N. It was recommended to approve a Resolution to temporarily extend the licensed premise of Bonfire Restaurant Co, LLC, DBA Axel's Bonfire located at 1555 Cliff Road 0. It was recommended to approve a Temporary Construction Easement over a portion of Captain Dodd Park to accommodate contractor access for an adjacent development and authorize the Mayor and City Clerk to sign the appropriate documents P. It was recommended to approve excluded permit for Eagan High School Band Boosters to conduct a bingo event on July 4, 2012 Consent Item N. Sarah Bernu, Assistant General Manager at Bonfire in Eagan explained the need to change the date of their event from July 14 to July 28, 2012. PUBLIC HEARINGS There were no items for discussion. OLD BUSINESS AN ORDINANCE AMENDMENT TO CHAPTER 5 REGARDING HOURS OF OFF -SALE LIQUOR SALES Administrator Hedges noted at the June 12, 2012 Special City Council meeting, the City Council directed staff to prepare an amendment to City Code Chapter 5.53 Hours and Days of Liquor Sales. Hedges stated this came as a result of some discussion at the April 17 Listening Session, when some requests were shared with the City Council about extension of hours for off -sale liquor establishments in Eagan. Councilmember Tilley moved, Councilmember Hansen seconded a motion to approve an Ordinance Amendment to City Code Chapter 5 relative to off -sale liquor sales and direct the City Attorney to publish the amendment in the legal newspaper. Aye: 5 Nay: 0 0 City Council Meeting Minutes July 3, 2012 3 page NEW BUSINESS CONDITIONAL USE PERMIT — SUBURBAN LANDSCAPE SERVICE — TO ALLOW OUTDOOR STORAGE OF SALT /SAND, PALLETS AND RELATED LANDSCAPE EQUIPMENT AND MATERIALS LOCATED AT 3486 DODD ROAD City Administrator Hedges noted the Advisory Planning Committee held a public hearing on June 26, 2012 and is recommending approval. City Planner Ridley gave a staff report. Applicant Colin Merrill stated he was available for questions. Council discussed the issue. Mayor Maguire opened the meeting for public comment. There being no public comment, he turned the discussion back to the Council. Councilmember Fields moved, Councilmember Bakken seconded a motion to approve a Conditional Use Permit to allow outdoor storage of salt /sand, pallets and related landscape equipment and materials on property located at 3486 Dodd Road, legally described as parts of Lots 4 and 5, Loren Place, subject to the conditions listed in the APC minutes. Aye: 5 Nay: 0 LEGISLATIVE /INTERGOVERNMENTAL AFFAIRS UPDATE There were no items for discussion. ADMINISTRATIVE AGENDA CITY ATTORNEY There were no items for discussion. CITY COUNCIL COMMENTS Councilmember Fields wished everyone a Happy 4 th ofjuly. CITY ADMINISTRATOR There were no items for discussion DIRECTOR OF PUBLIC WORKS Director of Public Works Matthys noted we will probably break a record over the next couple of days with water usage. DIRECTOR OF COMMUNITY DEVELOPMENT There were no items for discussion. VISITORS TO BE HEARD There were no visitors to be heard. '0 City Council Meeting Minutes July 3, 2012 4 page ADJOURNMENT Councilmember Fields moved, Councilmember Hansen seconded a motion to adjourn the meeting at 6:53 p.m. Aye: 5 Nay: 0 Date Mayor Clerk Agenda Information Memo July 17, 2012 Eagan City Council Meeting B. PERSONNEL ITEMS Item 1. ACTION TO BE CONSIDERED: Approve the reclassification of the Office Support Specialist/Clerical Technician II from Level 3 to Level 4. FACTS: ® There are two other comparable positions in the Clerical Union entitled Receptionist /Clerical Technician III. They are classified under the City's system as Level 4. ® After analyzing the specific duties and responsibilities of all three positions, it was determined that the nature of the work is comparable to one another. It is recommended this position be reclassified from Level 3 to Level 4 in order to maintain internal equity between the three positions. ® Effective date of the classification change will occur July 16, 2012 to coincide with the pay period. Item 2. ACTION TO BE CONSIDERED: Approve the promotion of John Gorder for the position of City Engineer and authorize the replacement of the Assistant City Engineer position. FACTS: With the promotion of the previous City Engineer to Public Works Director on June 5, 2012 the City Engineer position is vacant. • City staff interviewed four candidates for the City Engineer position. • John Gorder previously served as the Assistant City Engineer since October 2, 1995. k"A Item 3. ACTION TO BE CONSIDERED: Approve amendments to the City of Eagan Personnel Policy Manual. FACTS: • The following updates are proposed to be made to the City of Eagan Personnel Policy Manual: Floating Holidays — Section 12: The Council previously approved a change to the Floating Holidays from 16 hours per year to 12 hours per year for 2012. Policy language in Section 12.4 was not updated to reflect the practice of prorating the Floating Holidays for new employees who begin employment after June 1. Therefore, for those hired after June 1 in any given year, new employees shall receive 6 hours of floating holiday verses 8 hours of floating holiday. Health Care Savings Plan — Section 42: Add the positions entitled Assistant City Administrator and Finance Director to the Department Director section of the HCSP. These positions will contribute the same amounts as those with the title "Director ", "City Administrator ", and "Human Resources Manager ". Information Technology Policy: 1) Section 3.11 Social Media- Includes revisions and updates to the Social Media Policy. 2) Section 3.12 "Cell Phones and Pagers - Operational Parameters " - Includes language to acknowledge the MN Statute that states it is illegal to text while driving and the employment consequences of such action. Public Purpose Expenditure Policy and Retirement Recognition Policy: The Retirement Recognition Policy is proposed to be revised and added to the Personnel Policy so that it is consistent with the City's Public Purpose Expenditure Policy, stating that only light refreshments may be provided for retirement recognitions. ATTACHMENTS: Floating Holidays enclosed on page 1� Health Care Savings Plan enclosed on page 1�0 Social Media Policy enclosed on pages 1'1 through a\ Cell Phones and Pagers - Operational Parameters enclosed on page 3 D Employee Retirement/ Resignation Recognition Policy enclosed on page a . Item 4. ACTION TO BE CONSIDERED: Approve the hiring of Seasonal Employees in Parks & Recreation: Name Division Job Title Gina Zeidler Cascade Bay Water Fitness Instructor Community Ana Maria New Center Fitness Instructor Landscape Crew Allen Mestad Parks & Rec Member Kaitlyn Flesher Parks & Rec Recreation Leader �q HOLIDAYS SECTION TWELVE 12.4 All full -time employees are permitted] ' V2 two personal leave days which are referred to as "floating holidays" each year. The employee shall give their supervisor at least three days notice before a floating holiday is taken which request shall not be unreasonably withheld. The floating holidays become available on January 1 of each year and camlot be carried over or accumulated if not taken during the same calendar year. The floating holidays may each be taken as one (1) eight (8) hour day or in hourly increments. "i, -nic apt enapi p rso nal -lea. re..days � s one_eigh€ h €>u -r day: each.-. New employees starting employment on or before June 1 are eligible for 1.5 days_ floating holidays in that year. New employees starting employment between June 1 and November 1 are eligible for .75 days eft floating Holiday in that year. All regular, part-time employees who are regularly scheduled to work 14 hours or more per week on a year around basis shall be eligible for the floating holidays on a pro rata basis for actual hours worked. A scheduled floating holiday may be canceled upon the discretion of the supervisor in cases where the safety, health and welfare of the community are involved. Any floating holiday so canceled would not be regarded as a holiday for that day and would then be rescheduled at a later date. (Revised per City Council approval on 2�20�20 7- 17 -12 �!s Current Plan Design effective January 2012 — December 31, 2013 42.5.1 Positions required to participate in the Dep artment Director Work Group HCSP Program include: City Admi AssistantCity: Administrator, Director of Communications, • ° * ^ ' e Finance Director Manager of _....... .a. �. ... ...... ....... > Human Resources, Director of Parks and Recreation, Director of Community Development, Director of Public Works, Chief of Police, and Fire Chief Revised 7/17/2012 per City Council approval '(D Social Media Policy for Eagan Purpose A social media presence is yet another way government can communicate to the broadest possible audience of those it serves, and residents can communicate with their government. The City of Eagan's intent is to increase transparency, immediacy, and feedback to the community. The purpose of this social media policy is to ensure the appropriate content and conduct across communication channels and the consistent use of City marks and messages when using Social Media related websites. The City of Eagan will use social media sites, as appropriate, to distribute time- sensitive information about our programs, events and services, and changes that occur in this fast moving world of information, and as a means for marketing /promotion. It will seek to engage users with tips, questions and content which build a sense of connectedness and understanding of City operations. As part of an overall communications strategy, however, the City's official website, located at www.cityofeagan.com, remains the City's primary online medium for communicating information to the public. Employee Access An employee's use of social media sites at work is for the express purpose of monitoring and communicating the City of Eagan's services, programs.and policies, as authorized by the City Council, and as directed by supervisory staff. Creation of Social Media Sites /Pages The City of Eagan has an overriding interest in deciding what can be communicated on its behalf and how that will be done on the City's social media sites. Until further notice, there will be one City Facebook page capable of supporting content from all City departments. However, designated enterprise programs (the Eagan Community Center, Cascade Bay, and the Civic Arena) and Eagan Television (E -TV) may have separate social media accounts if approved according to the requirements set forth in this policy.) Facebook editors, or other designated employees will be granted access to post, with each department expressly authorizing its social media posters. The creation of all social media sites for the City is subject to the approval of the Communications Director, with appeal to the City Administrator or designee. Requests must spell out the mission (intended communication purpose for the site), objectives, and likely benefits of the business decision to use social media, as well as who will be maintaining the site, and the intended frequency of posts and updates. Upon authorization to create a social media site, each maintainer of that site (whether that is Communications, Cascade Bay, etc.) must provide the IT manager with a complete list of its M City- maintained social media sites. Subject to the City of Eagan's social media policies regarding appropriate content and citizen conduct, City- maintained social media content or sites may be edited, modified, or removed by the City at any time and without notice. Access to Social Media Sites Employees are allowed to use personal logins /accounts to access social media sites as part of their work duties. Use of personal mobile devices and access of personal social media sites should be minimal while at work consistent with the "diminimus use" intent of Section 29.2 of the City's Personnel Policy. Authorization during work time is for the expressed purpose of allowing social media editors to conduct their work. Employees not willing to use personal accounts must make arrangements with Supervisory & IT staff to create a City login. The IT Manager must be provided with login -in and password information if using a City account to post to social media sites, as well as any subsequent changes in City password or log -in information to those sites. Note that some social media sites, like Facebook, expressly forbid maintaining two accounts in the same name, so one must choose either to maintain a personal account (which is provided access to edit a City page), or have a City account, but not both. Some social media sites have penalties for violations which could result in loss of privileges from those sites which could, in turn, compromise the city's future use of that social medium. The City of Eagan will not be held liable for an employee's loss of his /her personal account privileges on these social media sites if they have failed to follow those site's policies. Acceptable Use Information posted or distributed on City- maintained social media sites should, where possible, also be available (or available in fuller form) on the City's Website to accommodate citizens who may not use social media or may not use that particular social media application. All posts should reflect a clear purpose, even if that business purpose is lighthearted or for more general civic engagement. The question to ask is, "Will this post better inform, better engage, or better prepare the reader concerning information the public is seeking or information the City desires its residents and businesses to have ?" Social media sites, wherever possible, should contain links directing users back to the City's official website for more in -depth information and resources. No information should be posted exclusively to social media sites unless the posting is particularly time sensitive in nature. Emergency postings should also be posted to the City's Website simultaneously or as soon as possible, thereafter. AFTER HOURS: In the event of significant storm impact or damage from a weather event or a public safety emergency affecting more than just an isolated area, the Communications Department should be contacted for after hours Web posting using the City "Blue Card" contact information or other contact numbers available to the City's Emergency Coordinator. 2 i Employee Conduct Emerging social media platforms provide new ways to engage with citizens and customers to build stronger relationships, civic engagement, and "connectedness." Employees who are designated to participate in social media are expected to follow these guiding principles: • Customer protection and respect are paramount • Postings should be related to that department's specific function and subject matter expertise. • Postings should be factual, respectful, and on -point and should reasonably avoid being thought of as spam, off -topic or offensive. • Per the City's public relations policy (Section 26 of the Personnel Policy), employees must notify the City Communications department of any media contacts received related to your posts. Further, under no circumstances should non - department head personnel comment to reporters regarding matters of City policy, opinion or interpretation. • City social media sites or equipment may not be used by staff as a platform to share personal opinions or for political purposes, private business activities or for commercial or personal transactions. • Replies to individual constituent inquiries received via social media sites must be retained per the City's record retention schedule, and if others would benefit from the response, copy it to the Citizen Request inventory of questions and answers. • Employees who are asked by organizations to post promotional information on the City's social media sites should politely decline the request and then notify the Communications Department. Criteria for posting to the City's social media sites will be similar to the City electronic marquee guideline and must meet one of the following criteria: 1) City events in any government buildings, 2) Other events in which the City has an official presence, sponsorship or booth. Outside organizations should be encouraged to use their own personal or organizations social media accounts to promote their events. Appropriate Content • If user content is positive or negative, but relevant to the discussion topic, then the content will remain, regardless of whether it is favorable or unfavorable to the City of Eagan. Content that is ugly, offensive, profane, denigrating or out of context, will be rejected and removed by the Communications Department in consultation with the City Administrator or designee, or by a Department editor in consultation with Communications. If it is not possible to have prior consultation with the Communications Department prior to removing offensive content in a timely manner, remove the post, save a record of what was removed, and alert the Communications Department. \'A • Unless an urgent situation demands it, department editors should never remove comments made about or content posted by another department. * Posting private data is expressively prohibited. Prohibited content also includes: o Comments in support or opposition to political campaigns, referenda or other ballot measures; • Comments unrelated to the topic; • Sexual content or sexual innuendo; o Content that promotes or perpetuates discrimination on the basis of race, creed, religion, gender, marital status, orientation, or any other class protected by state or federal law, per Title VII of the Civil Rights Act; o Solicitations of commerce; o Information that may compromise the safety and security of the public or public systems; o Content that encourages illegal activity or violates the legal ownership rights of another. • Copyright requirements apply when selecting photos or content for social media sites. Do not use copyright material without permission. Photos of City employees will only be posted of those who have signed a Photo Release. • Prior to posting announcements related to contests, check with Communications Department first, as various social media site policies and /or state and federal law restrictions may apply. • Prior to posting an employee's photo, check the I Drive: /HR /Photo Release /2012 (or applicable year) Photo Release Consents to see if the individual has signed a photo release allowing their image to be used. • When in doubt, leave it out. If uncertain about making a post, check with a supervisor. Each department may set posting approval guidelines beyond those described in this policy. Disclosure and Retention • Typically social media postings merely referencing something on the City's Website or that are transient in nature are not considered official records and therefore, do not have to be kept. However, communications made through City- related social media that go beyond what is on the City's Website, or are not posted on the City's Website may be considered public records pursuant to the Minnesota Government Data Practices Act (Chapter 13) and record retention statutes, [MS 138.17]. Specifically, a record must be kept of any comments received from members of the public on City social media sites which the City intends to delete. Save this to your hard drive as retained email postings are only kept 30 days, per the IT policy [Section 3.8]. • Employees on or off duty on the scene of emergencies, incidents or events are prohibited from posting photos of on -scene public safety incidents on their personal social media sites or disclosing or discussing private data or internal procedures or 4 r methods that would tend to compromise operational safety of the City or its departments. Postings of newly hired (or promoted) personnel should be done only by the Human Resources Department (or with the assistance from the Communications Department) once formal notification and acceptance has been made. Q\ 3.12 Cell Phones and Pagers - Operational Parameters w CITY OF EAGAN EMPLOYEE RETIREMENT /RESIGNATION RECOGNITION POLICY Department recognition events shall be held at the discretion of each department and shall be individually planned and desianed by the department. Exbenses will Lkp/ recognition /reti rem ent/resignation recognition policy2005 /rev7.17.12 D3 Agenda Information Memo July 17, 2012 Eagan City Council Meeting C. RATIFY CHECK REGISTERS ACTION TO BE CONSIDERED: To ratify the check registers dated July 6 and July 13, 2012 as presented. ATTACHMENTS: • Check registers dated July 6, 2012 are enclosed without page number. • Check registers dated July 13, 2012 are enclosed without page number. ,)4 Agenda Information Memo July 17, 2012 Eagan City Council Meeting D. APPROVE A CONTRACT EXTENSION WITH DESIGN NINE FOR CONTINUING CONSULTING ON CONDUIT /FIBER INSTALLATION AND AUTHORIZE A FUNDINGTRANSFER ACTION TO BE CONSIDERED: To approve a contract extension with Design Nine in the amount of $37,500 for continuing consulting on the City's conduit /fiber project through the end of 2012. FACTS: In February of 2008, following a competitive bid process and interviews, the City Council approved a contract with Design Nine for not to exceed amount of $86,500 to provide consulting services to evaluate the technical merit and overall feasibility of options forwarded by the Technology Working Group. That work was satisfactorily completed and, given the complex issues and the City's reliance on Design Nine's broadband and public policy expertise, the City has continued to move on to other phases addressing broadband initiatives per City council direction. • Recommendations were forwarded in a formal report in 2009, and following Council direction the City Council in April of 2010 approved another agreement with Design Nine for a not to exceed amount of $25,000 to continue providing consulting services in refining and narrowing Eagan's options. And a report was produced in November 2010 which led the City Council to formally chose two strategies which the City is now executing: 1) To fund a feasibility study to attract a carrier neutral data center that would be privately build and run as a data hub, similar to the 511 Building in Minneapolis, but purpose built, and 2) to extend City fiber and duct to business areas of the city over the next 3 years and make capacity from that fiber available for lease on a non- discriminatory basis to any provider wishing to reach Eagan businesses. To support that work, Design Nine was given an additional $25,000 budget in January of 2011 to provide planning and consulting services necessary to develop the routing and technical specifications for the first phase of the Eagan fiber deployment and develop the RFP for fiber installation by a qualified contractor. In addition, Design Nine was given an additional $60,000 in November of 2011 to assist the city in completing design and routing services of Phase I and Phase II which expires June 30, 2012. • As the City completes Phase I, and nears completion of Phase II, it is proposed that the City of Eagan retain the services of Design Nine through December 31, 2012 at a cost of $37,500. • Finance staff will be proposing for City Council approval of additional capitalization of the Fiber Infrastructure Fund in the future per previous direction of the Council. Likely sources include antennae lease revenues and /or Cable TV Franchise Fees. as • Needs beyond 2012 for additional planning or other services from Design Nine will be included in a 2013 Fiber Infrastructure Fund Budget. Attachments: None Agenda Information Memo July 17, 2012, Eagan City Council Meeting E. ADOPT PROCLAMATION RECOGNIZING AUGUST 7, 2012, AS "NATIONAL NIGHT OUT" IN EAGAN. ACTION TO BE CONSIDERED: To recognize August 7, 2012, as National Night Out in Eagan FACTS: • Tuesday, August 7, 2012, is the 29 annual National Night Out celebration. • National Night Out is sponsored by National Association of Town Watch (NATW). • In order to utilize the National Night Out slogan, Eagan must be a member of NATW. • It costs the City $25.00 for membership. The city purchases nothing else from NATW. • Membership in NATW entitles police staff to free training and publications related to crime prevention. • The City of Eagan has participated in National Night Out since 1998. • Participation has grown every year in Eagan. To date, 140 neighborhoods have indicated they will participate in the celebration. • Eagan residents are asked to join millions of their fellow citizens across the United States in this celebration of Community, Crime Prevention and strong police /community partnerships. • Strong neighborhoods are essential to public safety and homeland security. • From 5:30 to 9:30 p.m., residents are encouraged to lock their doors, turn on outside lights and spend the evening outside with their neighbors. • Police, Fire, and National Guard units will visit approximately 150 neighborhood gatherings. • Registration can be done on -line at www.cityofeagan.com /nno or by calling 651 -675- 5727. • For questions or more information, please contact the Eagan Police Department Crime Prevention Unit at 651- 675 -5727. ATTACHMENTS: National Night Out proclamation on page (D . V� CITY OF EAGAN PROCLAMATION NATIONAL NIGHT OUT 2012 WHEREAS, the National Association of Town Watch (NATW) is sponsoring a unique, nationwide, crime, drug and violence prevention program on August 7th, 2012 called "National Night Out "; and WHEREAS, the "29th Annual National Night Out" provides a unique opportunity for Eagan to join forces with thousands of other communities across the country in promoting cooperative, police - community crime prevention efforts; and WHEREAS, the Eagan Police Department plays a vital role in crime, drug and violence prevention efforts and is supporting "National Night Out 2012" locally; and WHEREAS, it is essential that all citizens of Eagan be aware of the importance of crime prevention programs and the impact that their participation can have on reducing crime, drugs and violence in Eagan; and WHEREAS, police- community partnerships, neighborhood safety, awareness and cooperation are important themes of the "National Night Out" program; NOW, THEREFORE, BE IT RESOLVED that the Eagan City Council does hereby call upon all citizens of Eagan to join with the City of Eagan and the National Association of Town Watch in supporting "29th Annual National Night Out" on August 7th, 2012. BE IT FURTHER RESOLVED that the Mayor and Council do hereby proclaim Tuesday, August 7th, 2012 as "National Night Out" in the City of Eagan. CITY OF EAGAN CITY COUNCIL By: Its Mayor Attest: Its City Clerk Motion made by: Seconded by: Those in favor: Those against: Dated: CERTIFICATION I, Christina Scipioni, City Clerk of the City of Eagan, Dakota County, Minnesota, do hereby certify that. the foregoing resolution was duly passed and adopted by the City Council of the City of Eagan, Dakota County, Minnesota, in a regular meeting thereof assembled this .2012. Christina Scipioni, City Clerk •r Consent Agenda Information Memo July 17, 2012, Eagan City Council Meeting F. FINAL SUBDIVISION AND FINAL PLANNED DEVELOPMENT — NICOLS RIDGE 5 TH ADDITION (LENNAR) ACTION TO BE CONSIDERED: To approve a Final Planned Development Amendment for Nicols Ridge 5 th Addition consisting of 18 townhome units upon 2.0 acres located south of Cedar Grove Parkway and west of Cedar Grove Trail, upon property legally described as Outlot B, Nicols Ridge 4 th Addition. To approve a Final Subdivision (Nicols Ridge 5 th Addition) to create 18 townhome lots and one outlot upon 2.0 acres located south of Cedar Grove Parkway and west of Cedar Grove Trail, consisting of property legally described as Outlot B, Nicols Ridge 4 th Addition. REQUIRED VOTE FOR APPROVAL: Majority of Councilmembers Present FACTS: ➢ The Preliminary Subdivision and Planned Development were approved August 17, 2010. ➢ The Final PD and Final Subdivision for Nicols Ridge 5 th Addition consists of Phase 2 of the development plan. ➢ All documents and Agreements necessary for the Final Subdivision and Final Planned Development are anticipated to be executed and in order for execution at the regular meeting of the City Council. ISSUES: None 60 -DAY AGENCY ACTION DEADLINE: Not applicable ATTACHMENTS: (2) Location Map, pag Final Plat, page 31 0`x"1 w E 0 tg U - 0 F < 0 v 0 V p 0 E T -6 qq ® m o 8 �� 0 3q m nS "m � �z 5� 0 0 V t 't 0 6t 0 A 0 o E n- 6 E 0 E 1B . E� g fi ° . _ I �� 98 0 0 - . 0 0 ' E 5 Al 0 0 E 0 u E u F u H 2 tu SRI W .!b i I JU I Ito t$ E 0 4 st 10 O r , C4) So gel .......... Pit Agenda Information Memo July 17, 2012 Eagan City Council Meeting G. CONTRACT 12-11,2012 CITY -WIDE TRAIL IMPROVEMENTS ACTION TO BE CONSIDERED: Receive the bids for Contract 12 -11 (2012 City -wide Trail Improvements) and award the contract to Prior Lake Blacktop, Inc. in the base bid amount of $348,556.46 and authorize the Mayor and City Clerk to execute all related documents. FACTS: • Contract 12 -11 provides for the maintenance overlay of existing bituminous trails in the following locations: o Blackhawk Road, East Side (TH 13 to Skater Circle) - 3,800' o Blackhawk Road, East Side (Riverton Ave. to Deerwood Dr.) - 2,000' o Blackhawk Road, West Side (Bear Path Trail to Cliff Lake Rd.) - 700' o Blackhawk Road, West Side (I -35E to Cliff Rd.) - 1,200' o Pilot Knob Road, West Side (Walfrid St. to Cliff Rd.) - 3,200' o Pilot Knob Road, East Side (Lone Oak Rd. to Yankee Doodle Rd.) - 5,300' o Yankee Doodle Road, North Side (Pilot Knob Rd. to Promenade Ave.) - 3,600' o Yankee Doodle Road, North Side (Discovery Rd. to TH 149) - 6,900' o Yankee Doodle Road, South Side (Lexington Ave. to TH 149) - 7,800' o Johnny Cake Ridge Road, East Side (Oak Ridge Ent. to Cliff Rd.) - 2,800' o Diffley Road, South Side (Rahn Rd. to Blaclhawk Rd.) - 2,700' o Various other City park trails • These projects have been combined under one contract (2012 City -wide Trail Improvements - Contract 12 -11), to increase economies of scale. On June 5, 2012, the Council approved the plans and authorized the advertisement for solicitation of competitive bids for Contract 12 -11. • At 10:30 a.m. on July 12, formal bids from each bidder were received for this project. • All bids have been reviewed for compliance with the bid specifications and accuracy on unit price extensions and summations. The base bid of Prior Lake Blacktop, Inc. has been reviewed by the Engineering Division and is in order for favorable Council action. ATTACHMENTS: • Bid Summary Tabulation, page �� BID SUMMARY 2012 CITY -WIDE TRAIL IMPROVEMENTS CITY CONTRACT 12 -11 Bid Date/ Time: 10:30 a.m., Thursday, July 12, 2012 Contractors Total Base Bid 1. Prior Lake Blacktop, Inc. $ 348,556.46 2. Bituminous Roadways, Inc. $ 402,976.40 3 Barber Construction, Inc. $ 439,068.50 4 Hardrives, Inc. $ 519,405.30 Z33 Agenda Information Memo July 17, 2012, Eagan City Council Meeting H. BLUE GENTIAN ROAD/BLUE WATER ROAD NO PARKING ACTION TO BE CONSIDERED: Approve a resolution to prohibit parking on the south side of Blue Gentian Road (TH 55 to Blue Water Road) and on both sides of Blue Water Road (Blue Gentian Road to TH 55), and authorize the Mayor and City Clerk to execute all related documents. FACTS: • Over the past several months, on- street parking has existed daily on both sides of Blue Water Road and the south side of Blue Gentian Road, adjacent to the Spectrum Business Center at 1000 Blue Gentian Road, causing safety issues for motorists entering and exiting this site near the northern edge of the city. • There have been three (3) documented crashes related to the on- street parking and reduced sight lines for motorists entering /departing from the Spectrum Business Center parking lot. Additionally, the Police Department has received several calls from motorists concerned with the reduced sight lines and negative safety effects created by the on- street parking. • The property owner has attempted to eliminate this problem by placing leaflets on the windshields of parked cars and communicating with tenants. Their efforts have been unsuccessful in improving the conditions to date. • The property owner indicates that tenants are parking on the street simply because it is more convenient than parking on -site. • The Community Development Department has confirmed that adequate on -site parking exists for all of the current uses at the Spectrum Business Center in accordance with development requirements. Additionally, the property owner indicated that terms are included in tenant leases to provide adequate, dedicated on- site parking for the tenants. • City staff has discussed the proposed parking restrictions with representatives from Spectrum Business Center and property on the north/east side of Blue Water Road. Neither property owner objected to the proposed parking restrictions. • If the Council approves the parking restrictions, signs would be installed on August 1, 2012, to inform motorists of the restrictions. In the interim, staff would inform property owners of the pending restrictions so they could communicate the same to their tenants. ATTACHMENTS: • Location Map, page BG City of EagIl N W E S ing t fv .. � r � ReS aQ. t V , wk I I r! V t { , Yan_I{ee Dgodie Road S .4. t , (b f� Z N !;, . road 11 IF 1 r I t 1 s f t t r E: �3 I' s �� r/ -. v t t+ t, t t• � �;� { ' & ' , 'ii t i °' n ,,• i ` ,'�� ! � � 1li £I �a ;i a ! I r „ d1 s �'�,, �'* ,I�:: P { 1 �l: ?:� \/ ,� z Ili ` !' S t I t 14 t n 17 i •v- , Proposed Parking Restrictions Location Map Blue Gentian Road /Blue Water Road Rev. 07 -12 -12 City of Eagan —3s Agenda Information Memo July 17, 2012, Eagan City Council Meeting I. APPROVE ON -SALE LIQUOR AND SUNDAY LICENSE FOR ANDIAMO ITALIAN RISTORANTE, INC. DBA ANDIAMO ITALIAN RISTORANTE, 1629 LENA COURT ACTION TO BE CONSIDERED: To approve the On -Sale Liquor and Sunday License for Andiamo Italian Ristorante, Inc., dba Andiamo Italian Ristorante, located at 1629 Lena Court. FACTS: ➢ Ramon Ruiz has applied for an On -Sale Liquor and Sunday License. Mr. Ruiz is the sole officer of Andiamo Italian Ristorante, Inc. ➢ Andiamo Italian Ristorante, Inc. currently has Wine, Sunday Wine and 3.2 Percent Malt Liquor (Beer) Licenses. ➢ The required documents have been submitted, reviewed and deemed in order by City staff. No reason was found to deny the On -Sale Liquor and Sunday License. ATTACHMENTS (0): (The complete application is available from the Office of the City Clerk.) :3(0 Agenda Information Memo July 17, 2012 Eagan City Council Meeting J. CONTRACT 12 -06, OUTLET MODIFICATIONS & POND SEDIMENT REMOVAL WATER QUALITY /STORM SEWER IMPROVEMENTS ACTION TO BE CONSIDERED: Approve Change Order No. 2 to Contract 12 -06 (Outlet Modifications and Pond Sediment Removal — Water Quality /Storm Drainage Improvements) and authorize the Mayor and City Clerk to execute all related documents. FACTS: • Contract 12 -06 provides for the removal of sediment collected in storm water ponds connected to the City's storm drainage system for water quality benefits, as programmed for 20t2 in the City's 5 -Year Capital Improvement Program (2012- 2016). Modifications to outlet structures will also be completed where the modifications will enhance water quality treatment. • On March 6, 2012, the City Council awarded the bid for Contract 12 -06 for the storm sewer and water quality improvements to G.F. Jedlicki, Inc. • Change Order No. 2 provides for the removal and disposal of the existing deteriorated 18" storm sewer flared end section (FES) in Hay Lake (Pond LP -31) at South Oaks Park and replaces it with a new 18" storm sewer FES including joint ties and construction collar. (City Project 1081, ADD $985.00) • The change order provides for a total ADD of $985.00 (0.5% of original contract). The cost of the additional work will be the responsibility of the City's Combined Utility Trunk Fund. • The change order has been reviewed by the Engineering Division and found to be in order for favorable Council action. 3`-1 Agenda Information Memo July 17, 2012 Eagan City Council Meeting K. APPROVE CHANGE ORDER #1 FOR CITY CONDUIT AND FIBER CONTRACT 12 -08 ACTION TO BE CONSIDERED: To approve change order 1 to Contract 12 -08. FACTS: On July 3, 2012 the Council approved the amendment to the MVTA lease agreement to lease a pair of fiber from the MVTA bus garage in Eagan to the Maintenance facility. In order to extend our fiber from Coachman/Yankee Doodle to the Maintenance facility, the City will need to add new conduit and 12 strands of fiber and the necessary termination equipment. This extension was anticipated when City staff created the lease agreement with the MVTA and the cost will be recovered from the execution of the MVTA lease agreement. Currently, the City has a primary connection to the AccessEagan network at Fire Station 2 on the east side of Interstate 35E. This connection will provide the City a redundant route to gain access to the AccessEagan network from the west side of Interstate 35E. The total cost of this change order issued from MP Nexlevel LLC for conduit /fiber placement will be $13,736.56. The City has a 30 year agreement in place with MVTA to lease a pair of fiber for a total cost of $59,254.21. The funds to cover change order 1 would come from this funding source. ATTACHMENTS: (None) I Agenda Information Memo July 17, 2012 Eagan City Council Meeting V. PUBLIC HEARINGS A. VARIANCE — EAGAN CAR CLUB (HUNTER/EMERSON LLQ ACTIONS TO BE CONSIDERED: To approve a building setback Variance of 12.5' to the required 50' setback from a major thoroughfare for property located on the west side of Highway 3, just north of 4135 Highway 3. REQUIRED VOTE FOR APPROVAL: Majority of Council Members Present FACTS: ➢ The Eagan Car Club Planned Development, approved in April, will contain 76 individually - owned storage units and a club house. Site work will begin soon and phase one (containing four of the seven buildings) is planned to open later this year. ➢ The issue is that, subsequent to City approval of the Planned Development, the developer found that there is a discrepancy between the right -of -way of Highway 3 as shown by the actual monuments in the field, the Width Order provided by MnDOT and the Final Certificate document. The result is that MnDOT is requiring the right -of -way line to be designated 12.5' west of the right -of -way edge established by the monuments located in the field. ➢ The applicant is requesting approval of a building setback Variance of 12.5' to the required 50' structure setback from the Highway 3 right -of -way line. The setback affects only one (Building G) of the seven buildings proposed for the site. ➢ The site was designed and approved based on the best available information at the time. The MnDOT mix -up results in an unexpected "loss" of 12.5' of property along the southern portion of the site. With the Variance, the subject building will be located approximately 130' from the road surface of Highway 3. ➢ Accommodating the 50' building setback and the revised right -of -way location would require the entire site to be re- engineered because of the proposed site improvements that would need to shift 12.5' to the west. This would cause an encroachment to the established conservation area and would move all of the southerly buildings closer to the existing residential properties adjacent to the west edge of the site. ATTACHMENTS: (2) Location Map on page 1 +0 Planning Report on pages y 1 through 1 4 B _ Lo cat i on • Bridle Ridge. Park 1) L W T ®ice+ o OW��' ®� 4 L Yl I Project Name: Eagan Car Club r WE Tf �� ►_ . r,..: } LJ LJ Captain Dodd�P,ark Subject Site 0 500 1,000 Legend Clty Boundary Parcels Parks Bulldings N 0ii e et L Iwo Map Area Extent PLANNING REPORT CITY OF EAGAN REPORT DATE: July 9, 2012 APPLICANT: Sathre - Bergquist PROPERTY OWNER: Hunter /Emerson LLC REQUEST: Variance LOCATION: South Robert Trail (Hwy 3) COMPREHENSIVE PLAN: O /S, Office /Service ZONING: PD, Planned Development SUMMARY OF REQUEST CASE: 24- VA- 05 -06 -12 HEARING DATE: July 17, 2012 APPLICATION DATE: June 28, 2012 PREPARED BY: Michael J. Ridley, AICP The applicant is requesting approval of a setback Variance of 12.5' to the required 50' structure setback from the State Trunk Highway 3 right -of -way line for property located just north of 4135 Highway 3 in the SE 1 /a of Section 24. AUTHORITY FOR REVIEW ➢ City Code Chapter 11, Section 11.50, Subdivision 3, B., 3, states that the Council may approve, approve with conditions or deny a request for a variance. In considering all requests for a variance and whether the applicant established that there are practical difficulties in complying with the provision(s) of this Chapter, the City Council shall consider the following factors: a. Exceptional or extraordinary circumstances apply to the property which do not apply generally to other properties in the same zone or vicinity, and result from lot size or shape, topography, or other circumstances over which the owners of property has no control. b. The literal interpretation of the provisions of this Code would deprive the applicant property use commonly enjoyed by other properties in the same district under the provisions of this Code. c. The exceptional or extraordinary circumstances do not result from actions of the applicant. �, Variance — Eagan Car Club July 17, 2012 Page 2 d. The granting of the variance will not confer on the applicant any special privilege that is denied by this Chapter to owners of other lands, structures or buildings in the same district. e. The variance requested is the minimum variance which would alleviate the practical difficulties. f. The variance would not be materially detrimental to the purposes of this Code, or other properties in the same zone. g. The property for which the variance is requested is otherwise in compliance with the City Code. The recently adopted Variance legislation is reflected in the City Code language above and also contains the following: Subd. 3, A. "Practical difficulties" as used in connection with the granting of a variance, means that the applicant proposes to use the property in a reasonable manner not permitted by the zoning provisions of this Code; the plight of the applicant is due to circumstances unique to the property not created by the applicant; and the variance, if granted, will not alter the essential character of the locality. Economic considerations alone do not constitute practical difficulties. Subd. 3, B., 3. A variance will be denied when it is not in harmony with the general purposes and intent of the zoning provisions of this Code and when the variance is inconsistent with the comprehensive plan. Any condition imposed upon the approved variance must be directly related to and must bear a rough proportionality to the impact created by the variance. CODE REQUIREMENTS Chapter 11, Section 11. 60, requires a 50' building setback from major thoroughfares. BACKGROUNDMISTORY The Eagan Car Club Planned Development, approved in April, will contain 76 individually - owned storage units and a club house. Site work will begin soon and phase one (containing four of the seven buildings) is planned to open later this year. EXISTING CONDITIONS The vacant six -acre site is currently made up of two unplatted parcels. A Final Plat creating one lot has been approved but not yet recorded. The issue at hand is that, subsequent to City approval of the Planned Development, the developer found that there is a discrepancy between the right -of -way of Highway 3 as shown by the actual monuments in the field, the Width Order provided by MnDOT and the Final Certificate lid+ Variance — Eagan Car Club July 17, 2012 Page 3 document. The result of this muddle is that MnDOT is requiring the right -of -way line to be designated 12.5' west of the right -of -way edge established by the monuments located in the field. PROPOSAL The applicant is requesting approval of a building setback Variance of 12.5' to the required 50' structure setback from the Highway 3 right -of -way line. The setback affects only one of the seven buildings proposed for the site. APPLICANT'S PRACTICAL DIFFICULTIES The practical difficulty associated with this request involves the impact to the site design and engineering if the subject building were to be shifted to the west to accommodate the 50' setback based on the revised right -of -way line for Highway 3. EVALUATION OF REQUEST The site was designed and approved based on the best available information at the time. Through no fault of the applicant, the MnDOT mix -up results in an unexpected "loss" of 12.5' of property along the southern portion of the site well past the 11 th hour. With the Variance, the subject building will be located approximately 130' from the road surface of Highway 3. SUMMARY /CONCLUSION Accommodating the 50' building setback and the revised right -of -way location would require the entire site to be re- engineered because of the proposed site improvements that would need to shift 12.5' to the west. This would cause an encroachment to the established conservation area and would move all of the southerly buildings closer to the existing residential properties adjacent to the west edge of the site. The suitability of the requested deviation to the City Code in this context should be determined by City policy makers. ACTION TO BE CONSIDERED To approve a Variance to reduce the required building setback for Building G from the Highway 3 right -of -way by 12.5' for the property located just north of 4135 Highway 3. If approved, the condition below should apply: 1. If within one year after approval, the variance shall not have been completed or utilized, it shall become null and void unless a petition for extension has been granted by the council. Such extension shall be requested in writing at least 30 days before expiration and shall state facts showing a good faith attempt to complete or utilize the permitted Variance. 43 i W i1 % ►v Old MEN OR witi 'LOA t • •. • 1 11 111 111 :et �/ «�: >z � k � ' N b r N = I I I I C I I I I I I I I I m I I I I m �� _ m 1 loi i aft Ala �L �C >'p � I CD O l d � 0 >s m M > � �d I D> Z Z Z \ \> Z ;0 00 Dr 0 ;V rTl 1� A n SETBACK EXHIBIT PREPARED.FOR HUNTER /EMERSON, LLC m CITY OF EAGAN, MINNESOTA a �RRO BUq,, e . I SATHRE- BERGQUIST, INC. 'p ml�NFRe { 160 SOUTH BROADWAY WAYYATA MN. 66391 (052)47 88000 Vyha? N P, , S�.ti c 1 f' 4$ 2 4" �y r� i A A Cn / + Sa o) y a h ov, + a F + + + + + + + s _ n SETBACK EXHIBIT PREPARED.FOR HUNTER /EMERSON, LLC m CITY OF EAGAN, MINNESOTA L+� a �RRO BUq,, e . I SATHRE- BERGQUIST, INC. 'p ml�NFRe { 160 SOUTH BROADWAY WAYYATA MN. 66391 (052)47 88000 Vyha? L+� SATHRE-BERGQUIST, INC. 150 SOUTH BROADWAY, WAYZATA, MINNESOTA, $5391 TEL :(952)476 -6000 FAX :(952)476.0104 WEB:WWw,SATHR&COM June 27, 2012 NARRATIVE: Name: Eagan Car Club, Eagan, Minnesota Owner;. Hunter /Emerson, LLC Applicant: Sathte- Bergquist, Inc. Location; Section 24, Township 27, Range 23 West, off of State Trunk Highway No. 3 (South Robert Trail) Comprehensive Guide Plan: O /S, Office Service Zoning Classification: NB — Neighborhood Business Use /Timing: The property is currently being developed into a club to store vehicles and other high quality storage. It will also provide a space where classic car., boat owners and recreation vehicles owners can share their common interest, Phasing: The 5.95 acres undeveloped site off of South Robert Trail is proposed for approximately 76 storage unites and two bays dedicated for a club house and possible accessory products and or service for the storage users. The first phase of the development (Buildings A, B, C and D) would plan to open in the fall of 2012. The other buildings would be planned for opening in the next couple of years. Existing: Open land, undeveloped. Surrounding Land Uses & Zoning within 660 Ft: To the east in Inver Grove Heights which is mostly undeveloped land and to the northeast is a ministorage facility. To the north is a city park. To the west is R -1, Residential Single Family. To the south is an industrial and retail development. General Description: The project (Eagan Car Club) has been submitted and approved by the City of Eagan. During the process of the survey it appears there was a difference between the right of way of State Trunk Highway 3 as monumented in the field, the Width Order provided by MnDOT and the Final Certificate document, The site design was created using the found monuments in the field early in the project. MnDOT has requested the additional right -of- way per Final Certificate Document. Doing so places future Building G (Phase 2) within the 50 foot setback. Request: We are requesting that the 50 foot setback along State Trunk Highway No. 3 (South Robert Trail) be reduced to 37.50 feet:. 48 RECEIVED JUN 2 8 2012 Agenda Information Memo July 17, 2012 Eagan City Council Meeting B. CEDAR INDUSTRIAL PARK EASEMENT VACATION ACTION TO BE CONSIDERED: Approve the vacation of a legally described portion of a public service road easement on Lot 2, Block 1, Cedar Industrial Park, and authorize the Mayor and City Clerk to execute all related documents. FACTS: • On May 31, 2012, City staff received a petition from Bob Brennan, owner of 3771 Sibley Memorial Highway, requesting the vacation of a portion of the existing public service road easement on Lot 2, Block 1 Cedar Industrial Park. • The public easement is 40 feet wide along the east lot line and was dedicated with the Cedar Industrial Park plat in 1967. The described purpose of the easement is for a service road. There are not any existing public utility lines or streets within the portion of easement for which the vacation has been requested. • The applicant is requesting the vacation of a portion of the easement to accommodate the building of a proposed monument sign on the property. The configuration of the proposed sign would encroach upon some of the existing service road easement. • The service road easement is not a typical easement. The history of the designation is unknown, but it has not been utilized in the 45 years since its dedication. The easement would be appropriate for a frontage road along Highway 13. No such frontage road is planned in this location. • The request would vacate a portion of the easement, 15 -feet by 20 -feet, on the east side of the lot adjacent to the northwest edge of the 40 -feet wide service road easement. • On June 19, the City Council scheduled a public hearing to consider the requested vacation to be held on July 17. • Notices have been sent to all potentially affected and /or interested parties for comment prior to the public hearing. No objections to the proposed vacation have been received. ATTACHMENTS: • Legal Description, graphic, page SO • Location Map, page 5 L49 Ile* Easement Survey for International Office Technologies WATER SHUTOFF METAL / \ �/ ! /�F \�,,7 RA 0 '-Q / ^G , Q�P / /���o / �,\ `J` `,� \�` � A v 0, 0 0 ZP r ,0 ell I J . V j \Vj ro T 4 4 \ V N SCALE: 1 40' N DENOTES: SIGN EASEMENT: SIGN EASEMENT DESCRIPTION: \ /- -�- ° -„ I That part of Lot 2, Block 1, Cedar Industrial Park, described as follows: Commencing at the Easternmost corner of said Lot 2; thence assumed bearing of North 47 degrees 02 minutes 53 seconds West along the Northeasterly line of said Lot 2 a distance of 40,00 feet; thence South 43 degrees 21 minutes 39 seconds West, 145.00 feet to the point of * of easement; thence continuing South 43 degrees 21 minutes 01 39 seconds West, 15.00 feet; thence South 46 degrees 38 minutes 21 seconds East, 20,00 feet; thence North 43 degrees 21 minutes 39 seconds East, 15.00 feet; thence North 46 degrees 38 minutes 21 \\) it seconds West, 20-00 feet to point of beginning. y ro 0 v City of Eayn City of Eagan N W E S w - Proposed Location Easement Uaca.ion Proposed Easement Vacation Location • _ Block • Industrial Figure 1 L:U sers /Engi nee ring/ Ea semen t Vaca B ons/ Cedarindustrial Park ` O'07 -12 I Agenda Information Memo July 17, 2012 Eagan City Council Meeting C. NORTHWOOD BUSINESS PARK 3" ADDITION EASEMENT VACATION ACTION TO BE CONSIDERED: Approve the vacation of a legally described portion of a public drainage & utility easement on Lot 2, Block 1, Northwood Business Park 3rd Addition and authorize the Mayor and City Clerk to execute all related documents. FACTS: • On June 12, 2012, City staff received a petition from Ms. Kari Gill, representing Dakota County Community Development Agency (CDA), owner and developer of the proposed CDA Northwood Family Townhomes on Lot 2, Block 1 Northwood Business Park 3 rd Addition, requesting the vacation of a portion of a public drainage and utility easement within that property. • The public easement is for drainage and utility purposes and was dedicated over an existing wetland as part of the Northwood Business Park 3 Addition plat. There are not any existing public utility lines near the portion of easement for which the vacation has been requested. • The applicant is requesting the vacation of a portion of the easement to accommodate the construction of a proposed townhome with accessibility meeting the American Disability Act (ADA) as part of the proposed Northwood Family Townhomes CDA development. • The existing easement was dedicated based upon a previous wetland delineation. A new wetland delineation has revised the description of the wetland boundary removing the conflict with the proposed townhome construction. • The request would vacate about 991 square feet of the existing easement near the northeast corner of the lot. • The preliminary planned development for the Northwood Family Townhomes development was approved by the City Council on April 6, 2010. • On June 19, 2012, the City Council scheduled a public hearing to consider the requested vacation to be held on July 17. • Notices have been sent to all potentially affected and /or interested parties for comment prior to the public hearing. No objections to the proposed vacation have been received. ATTACHMENTS: • Legal Description, graphic, page J • Location Map, page 4 . 5a EASEMENT SKETCH FOR DAKOTA COUNTY CDA -, ----------------------------- I / , � �.. \ 0 "? 26.0 ti I 1 \ 00, __ —___ -- -- ________ II _______ Z_________________ J iL --------------------------------- � (� -------------------------------- 1------------------------------------ ;ti I LOT 2 I /t I > BLOCK I c� I I I N I V I � I , 1 I V I I I I I i50 I I / � I / � A i I Co r � I � / o / - - - - -- 1" = 100' 6 -11 -2012 / I EAS E31 ENT VACATI0\ AREA =991 SF , � i " DENOTES EASE3I ENT VACATION EASEMENT VACATION DESCRIPTION A DRAINAGEAND UTILI I'VEASE\IEN TO BEVACATED OVEIt ANDACROSS" I 'HA'I'I'Alt'I'OF1.0 "1'2,7Sf.00K 1, NOR I'H\5'OOD BUSINESS PARK3RD ADDITION, DAKOTA COUNTY, MINNESOTA, DESCRIBED AS FOLLOWS: CO SIMENCING AT THE NORTHEAST CORNER OF SAID LOT 2; THENCE 800 1 2349 "N, ALONG THE EAST LINE OF STUD LOT 2, A DISTANCE OF 216.66 FEET; THENCE N44 °53'42 "\V, A DISTANCE OF 14.07 FEET TO THE POINT OF BEGINNING OF THE EASE3IENT TO DE VACATED; THENCE N44 °52'42 " \V, A DISTANCE OF 104.80 FEET; THENCE N89 °59'28 "E, A DISTANCE OF 26.70 FKET; THENCE. S32 °27'54 "F., A DISTANCE OF 88.02 FEET TO THE POINT OF BEGINNING. 53 lze=ei 09TURR. Location Map Proposed Easement Vacation Lot 2, Block 1, Northwood Business Park 3rd L:U sers /Engl nee ring / EasemenlVaca6ons/ Figure 1 Nor0wood Business Park 3rd 06-12-12 iv n J-; t 3 Location Map Proposed Easement Vacation Lot 2, Block 1, Northwood Business Park 3rd L:U sers /Engl nee ring / EasemenlVaca6ons/ Figure 1 Nor0wood Business Park 3rd 06-12-12 iv n J-; AGENDA CITY OF EAGAN REGULAR MEETING OF THE ECONOMIC DEVELOPMENT AUTHORITY EAGAN MUNICIPAL CENTER JULY 7, 2012 A. CALL TO ORDER B. ADOPT AGENDA C. CONSENT AGENDA 1. APPROVE EDA Minutes 2. AUTHORIZE submittal of Redevelopment Grant Program application to the Minnesota Department of Employment and Economic Development to assist with development of a public parking structure in the Cedar Grove Redevelopment Area. 3. AUTHORIZE submittal of a Livable Communities Act (LCA), Transit Orientated Development (TOD) Grant to the Metropolitan Council to assist with development of a public parking structure in the Cedar Grove Redevelopment Area. 4. RECEIVE Cedar Grove Redevelopment Traffic Study Update from SRF Consulting D. OLD BUSINESS E. NEW BUSINESS 1. PUBLIC HEARING to Consider a Purchase Agreement between Paragon Outlets Eagan LLC and the EDA for Approximately 29Acres of Property in the Cedar Grove Redevelopment District F. OTHER BUSINESS G. ADJOURN Agenda Information Memo Eagan Economic Development Authority Meeting July 17, 2012 NOTICE OF CONCURRENT ACTIONS The Council acting as the Board of Commissioners of the Economic Development Authority ( "EDA") may discuss and act on the agenda items for the EDA in conjunction with its actions as a Council. A. CALL TO ORDER ACTION TO BE CONSIDERED To convene a meeting of the Economic Development Authority to run concurrent with the City Council meeting. B. ADOPT AGENDA ACTION TO BE CONSIDERED To adopt the Agenda as presented or modified. C. CONSENT AGENDA ACTION TO BE CONSIDERED To approve the Consent Agenda as presented or modified. 1. APPROVAL OF MINUTES – The minutes of the June 5, 2012 EDA meeting are enclosed on pages 59 through 2. AUTHORIZE SUBMITTAL of Redevelopment Grant Program application to the Minnesota Department of Employment and Economic Development to assist with development of a public parking structure in the Cedar Grove Redevelopment Area – See background on pages b through ( . 3. AUTHORIZE SUBMITTAL of a Livable Communities Act (LCA), Transit Orientated Development (TOD) Grant to the Metropolitan Council to assist with development of a public parking structure in the Cedar Grove Redevelopment Area – See background on pages (-QD through (D� . 4. RECEIVE Cedar Grove Redevelopment Traffic Study Update from SRF Consulting – The draft Traffic Update has been received from SRF and is under review by staff. It indicates that the current intersections and proposed development road system can accommodate the traffic projected for the proposed project and other future development in the area at acceptable levels of service. A final copy will be distributed to the EDA on Monday. 00 MINUTES OF A MEETING OF THE EAGAN ECONOMIC DEVELOPMENT AUTHORITY Eagan, Minnesota July 3, 2012 An Eagan Economic Development Authority Executive Session was held on July 3, 2012 at 5:30 p.m. Present were President Maguire, Commissioner Fields, Commissioner Bakken, Commissioner Hansen and Commissioner Tilley. Also present were Executive Director Hedges, Community Development Director Hohenstein and City Attorney Dougherty. A meeting of the Eagan Economic Development Authority was held on Tuesday, July 3, 2012 at the Eagan Municipal Center. Present were President Maguire, Commissioner Fields, Commissioner Bakken, Commissioner. Hansen and Commissioner Tilley. Also present were Executive Director Hedges, Community Development Director Hohenstein and City Attorney Dougherty. CALL TO ODER President Maguire called the Economic Development Authority meeting to order. ADOPT AGENDA Commissioner Bakken moved, Commissioner Tilley seconded a motion to approve the agenda as presented. Aye:5 Nay:0 CONSENT AGENDA Commissioner Bakken moved, Commissioner Tilley seconded a motion to approve the Consent Agenda as presented. Aye: 5 Nay: 0 1. It was recommended to approve the minutes of the June 19, 2012 EDA meeting as presented. 2. It was recommended to schedule a Public Hearing on July 17, 2012 to consider a Purchase Agreement between the Paragon Outlets and the EDA for Property in the Cedar Grove Redevelopment District. OLD BUSINESS There were no Old Business items. NEW BUSINESS APPROVE PROFESSIONAL SERVICES PROPOSAL FROM BRAUN FOR NEXT PHASE OF ENVIRONMENTAL REMEDIATION ACTIVITIES AT CEDAR GROVE REDEVELOPMENT DISTRICT Community Development Director Hohenstein indicated that as part of its acquisition, assembly and preparation of the Cedar Grove Redevelopment District for resale and development, the EDA has previously used Braun Intertec to coordinate the preparation of Phase I and Phase II reviews and a number of other related environmental activities. With conclusion of the property acquisition process and the proposal by Paragon Outlets to acquire and redevelop a substantial portion of the site, it is necessary to take the next steps to address environmental conditions that have been identified. At staffs request, Braun has included within this proposal work related to preparation of a Response Action Plan /Clean Up Contingency Plan for the three acre parcel south of Cedar Grove Parkway that is proposed to be redeveloped as a neighborhood park. Mayor Maguire asked if anyone in the audience would like to comment. There being no public comment, he turned discussion back to the Council. Commissioner Hansen moved, Commissioner Tilley seconded a motion to approve a Professional Services Agreement with Braun Intertec for the next phase of Environmental Remediation at the Cedar Grove Redevelopment District and authorize staff to execute a work order for the proposal. Aye:S Nay:O OTHER BUSINESS There were no Other Business items. ADJOURNMENT Commissioner Tilley moved, Commissioner Bakken seconded a motion to adjourn the meeting. Aye :S Nay:O Date Thomas Hedges, Executive Director J it Agenda Information Memo July 17, 2012 Eagan EDA Meeting 2.. RESOLUTION AUTHORIZING DEED REDEVELOPMENT GRANT APPLICATION FOR CEDAR GROVE PUBLIC PARKING STRUCTURE IMPROVEMENT ACTION TO BE CONSIDERED: To Adopt a Resolution authorizing a Department of Employment and Economic Development (DEED) Redevelopment Grant Application for public parking improvements in Cedar Grove Redevelopment District. FACTS: ➢ The Redevelopment Grant Program was established by The Minnesota Department of Employment and Economic Development (DEED) in 1998 to help communities with the costs of redeveloping blighted industrial, residential, or commercial sites and putting land back into productive use. ➢ DEED is making $2 million available this year as part of the 2012 grant round. However, at least half the money will be awarded to outstate applicants if enough eligible applications are received. ➢ If awarded, grants pay up to half of redevelopment costs for a qualifying site, with a 50- percent local match. ➢ Eligible uses of grant funds include land acquisition, demolition, infrastructure improvements, soil stabilization, ponding or other environmental infrastructure and adaptive reuse of buildings. Grant Request: The intent of this grant application is to assist with costs related to a planned public parking structure to be built and owned by the EDA in association with the Paragon Outlet Center project and additional development along Cedar Grove Parkway. ➢ DEED requires a 50% match of funds from the applicant. Funding commitment for the public parking structure will be fulfilled through authorization of a purchase agreement with Paragon Outlet Centers whereby the EDA agrees to provide a substantial portion of the necessary parking for the project. DEED requires a specific resolution be adopted by the applicant city authorizing the application and execution of agreements to implement grant funding. ➢ City Staff is currently drafting the application for its August 1, 2012 deadline. Details of the application are available upon request. ATTACHMENTS: • Paragon Outlet and Parking Stucture Conceptual Plan on page (0 • Resolution, page_ (at _. E39 <1Z LO N O N N LL L aF+ V L .ar le L CL Q ® C LU m L a �. V �F+ V M M ®. EAGAN ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF EAGAN DAKOTA COUNTY, MINNESOTA RESOLUTION NO. DEED REDEVELOPMENT GRANT APPLICATION BE IT RESOLVED that the Eagan Economic Development Authority (the "EDA ") act as the legal sponsor for project(s) contained in the Redevelopment Grant Program to be submitted on August 1, 2012 and that the EDA President is hereby authorized to apply to the Department of Employment and Economic Development for funding of this project on behalf of the EDA_ BE IT FURTHER RESOLVED that the EDA has the legal authority to apply for financial assistance, and the institutional, managerial, and financial capability to ensure adequate project administration. BE IT FURTHER RESOLVED that the sources and amounts of the local match identified in the application are committed to the project identified. BE IT FURTHER RESOLVED that the EDA has not violated any Federal, State or local laws pertaining to fraud, bribery, graft, kickbacks, collusion, conflict of interest or other unlawful or corrupt practice. BE IT FURTHER RESOLVED that upon approval of its application by the state, the EDA may enter into an agreement with the State of Minnesota for the above referenced project(s), and that the EDA certifies that it will comply with all applicable laws and regulation as stated in all contract agreements. NOW, THEREFORE BE IT FINALLY RESOLVED that the EDA President and the Executive Director are hereby authorized to execute such agreements as are necessary to implement the project on behalf of the applicant. I CERTIFY THAT the above resolution was adopted by the Eagan Economic Development Authority on July 17, 2012. SIGNED: WITNESSED: President Date Executive Director Date (0 � Agenda Information Memo July 17, 2012 Eagan EDA Meeting 3. RESOLUTION AUTHORIZING A METROPOLITAN COUNCIL LCA TOD GRANT APPLICATION FOR CEDAR GROVE PUBLIC PARKING STRUCTURE IMPROVEMENT ACTION TO BE CONSIDERED: To Adopt a Resolution authorizing a Metropolitan Council Livable Communities Act Transit Oriented Development Grant Application for public parking improvements in Cedar Grove Redevelopment District. FACTS: ➢ The Metropolitan Council has announced the availability of $9 million in funding for the Livable Communities Act (LCA) Transit Oriented Development (TOD) program. ➢ The LCA TOD program is a new funding resource intended to help catalyze Transit Oriented Development in and around light rail transit, commuter rail, and high- frequency bus transit stations. The purpose of this program is to assist communities participating in the LCA to implement transit oriented development that demonstrates how increasing density around transit infrastructure can encourage more transit ridership, reducing vehicular traffic, dependence on automobile ownership and associated parking requirements that would otherwise be necessary to support a similar level of more traditional development. ➢ The area around the Cedar Grove Transit Station is designated as an eligible TOD Area for this funding. In particular, the Cedar Grove Redevelopment Area from the Transit Station to Rahn Road falls within this area and meets the general TOD definition through its established redevelopment goals. ➢ The intent of this grant application is to assist with costs related to a planned public parking structure to be built and owned by the Eagan Economic Development Authority in association with the Paragon Outlet Center project and additional development along Cedar Grove Parkway. Public parking structures are an eligible use of these grants funds. ➢ The Metropolitan Council requires a specific resolution be adopted by the applicant entity authorizing the application and execution of agreements to implement grant funding. ➢ City Staff is currently drafting the application for its August 13, 2012 deadline. Details of the application are available upon request. ATTACHMENTS: Paragon Outlet and Parking Stucture Conceptual Plan on page (03 Resolution, pag i <1Z LO N O N N LL O O O W fJ V L V/ L li Q ® iL LLI W L a CL a) V v .a..r a � V .6r � A ® c� C a EAGAN ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF EAGAN DAKOTA COUNTY, MINNESOTA RESOLUTION NO. RESOLUTION IDENTIFYING THE NEED FOR LIVABLE COMMUNITIES TRANSIT ORIENTED DEVELOPMENT FUNDING AND AUTHORIZING AN APPLICATION FOR GRANT FUNDS WHEREAS the City of Eagan, MN is a participant in the Metropolitan Livable Communities Act ( "LCA ") Local Housing Incentives Program for 2012 as determined by the Metropolitan Council, and its Economic Development Authority (the "EDA ") is therefore eligible to apply for LCA Livable Communities Demonstration Account and Tax Base Revitalization Account Transit Oriented Development (collectively, "TOD ") funds; and WHEREAS the Eagan Economic Development Authority (the "EDA ") has identified a proposed TOD Project within the City that meets TOD purposes and criteria and is consistent with and promotes the purposes of the Metropolitan Livable Communities Act and the policies of the Metropolitan Council's adopted metropolitan development guide; and WHEREAS the EDA has the institutional, managerial and financial capability to adequately manage an LCA TOD grant; and WHEREAS the EDA certifies that it will comply with all applicable laws and regulations as stated in the grant agreement; and WHEREAS the EDA acknowledges TOD grants are intended to fund TOD Projects or TOD Project components that can serve as models, examples or prototypes for TOD development or redevelopment elsewhere in the region, and therefore represents that the proposed TOD Project or key components of the proposed TOD Project can be replicated in other metropolitan -area communities; and WHEREAS only a limited amount of grant funding is available through the Metropolitan Council's Livable Communities TOD initiative during each funding cycle and the Metropolitan Council has determined it is appropriate to allocate those scarce grant funds only to eligible TOD Projects that would not occur without the availability of TOD grant funding. NOW THEREFORE BE IT RESOLVED that, after appropriate examination and due consideration, the governing body of the EDA: 1. Finds that it is in the best interests of the City's development goals and priorities for the proposed TOD Project to occur at this particular site and at this particular time. 2. Finds that the TOD Project component(s) for which Livable Communities TOD funding is sought: 64 (a) will not occur solely through private or other public investment within the reasonably foreseeable future; and (b) will occur within the term of the grant award (two years for Pre - Development grants, and three years for Development grants, one year for Cleanup Site Investigation grants and three years for Cleanup grants) only if Livable Communities TOD funding is made available for this TOD Project at this time. 3. Authorizes its Executive Director to submit on behalf of the EDA an application for Metropolitan Council Livable Communities TOD grant funds for the TOD Project component(s) identified in the application, and to execute such agreements as may be necessary to implement the TOD Project on behalf of the EDA. I CERTIFY THAT the above resolution was adopted by the Eagan Economic Development Authority on July 17, 2012. SIGNED: WITNESSED: President Date Executive Director Date (0 �5 Agenda Information Memo Eagan Economic Development Authority Meeting New Business July 17, 2012 1. PUBLIC HEARING TO CONSIDER A PURCHASE AGREEMENT BETWEEN PARAGON OUTLETS EAGAN LLC AND THE EDA FOR APPROXIMATELY 29 ACRES OF PROPERTY IN THE CEDAR GROVE REDEVELOPMENT DISTRICT ACTION TO BE CONSIDERED To approve the sale of a 29 acre parcel in the Cedar Grove Redevelopment District to Paragon Outlets Minnesota LLC consistent with the terms of the attached purchase agreement, to authorize the President and Executive Director to execute the same and to direct the preparation of findings of fact for consideration at the next EDA meeting. FACTS: • In consideration of the findings in the Cedar Grove Redevelopment District Tax Increment Financing Plan, the EDA has acquired property and assembled property in the District to bring about the redevelopment of the property as a higher density, mixed use, pedestrian friendly area that can serve as one of the gateways to the community. The EDA previously approved a Preliminary Development Agreement with Paragon Outlets Minnesota LLC to permit Paragon to take preliminary steps in preparation for a development application and to permit the parties to negotiate a draft purchase agreement for the sale of property on which Paragon proposes to construct a 420,000 square foot outlet center. The EDA staff and Paragon have prepared that draft for consideration at this time. • In order for a public agency to sell publicly owned property to a private entity for private use, it is necessary to hold a public hearing to consider the matter. At its meeting of July 3, 2012, the EDA scheduled a public hearing in this regard for July 17, 2012 and notice was published in the official newspaper. • A summary of the terms of the agreement is included in the attachment noted below. • In general terms, it calls for Paragon to pay $14.73 million for the purchase 29 acres of property for its project including two fields of surface parking, for the costs of specific public improvements made necessary by the project and for a financial contribution to the cost of constructing structured parking that reduces the overall footprint of the project and preserves developable space for additional Agenda Information Memo Eagan Economic Development Authority Meeting New Business Item 1 July 17, 2012 FACTS (Continued): future development that can further align with the EDA and community's goals for the area for a mixed use, transit oriented development. It calls on the EDA to construct a parking structure between the Paragon site and Cedar Grove Parkway that will provide for a portion of Paragon's parking needs as well as provide capacity for parking for future development along Cedar Grove Parkway and, potentially, some of the parking for future uses on the two outlots Ranking the structure, to be responsible for the remediation costs associated with the contamination known to be on the site or found through the course of construction of the project (the EDA has and will pursue grant funding for that purpose) and to facilitate and coordinate interactions with Xcel Energy for the relocation of the natural gas pipeline to the perimeter of the site and with the Minnesota Pollution Control Agency for remediation activities. • A representative of Paragon Outlets, staff and the City Attorney will be available to respond to questions relative to the agreement. • The EDA previously reviewed the terms of the agreement in executive session to determine the public hearing would be in order. If members have specific questions related to negotiations, it can recess to executive session at this meeting for that purpose. Otherwise, upon completion of the public hearing, the matter is ready for consideration at this time. ISSUES: • Among the issues for the EDA to consider are: • Public Purpose — The EDA acquired and assembled property in the Cedar Grove Redevelopment District for the purpose of reselling it to one or more private developers who would construct projects that would further the purposes of the redevelopment. The EDA should make a finding in this regard. • Purchase Price — The City Attorney has reviewed the draft purchase agreement with an appraiser familiar with the area and the property, who has provided a value opinion that the proposed purchase price is a fair market price for the property. The EDA should make a finding in this regard. • Other Items — The EDA should make such other findings as it deems appropriate regarding its action on this item. �o`7 Agenda Information Memo Eagan Economic Development Authority Meeting New Business Item 1 July 17, 2012 ATTACHMENTS: • Area map on page FO C I • Summary of purchase agreement deal points and TIF projections on pages 10 through ' n I • Appraisers value opinion on pages a through ° 1 3 • Purchase agreement enclosed on pages `14 through Icy _. WE Jr' a s 4 4 977 T V` Pr AWR �a �« ! ' � `' 1 p � � �' � «��\ � `��{ s {,• '` �� �tS� t a> tom„ ��, r T` '�i ' , � $ r M jW Z N LO N N - LL O O r° • O - O L V L N VI i L k.la Q W m L a Q. CD (1) V V it o C o {.r V O m _ c E •E 17- Jul -12 Cedar Grove - Paragon Purchase Agreement Deal Points and Considerations Project Costs and Proposed Responsibilities -- Dollar amounts are in millions Description Land 29 acres @ $200,000/ acre $ Road (Collector) Pipeline Relocation Two Level Parking Structure Total Total Cost Sharin Cost Paragon Eagan EDA 5.80 $ 5.80 - 3.50 3.50 - 1.20 1.20 - 10.50 10.50 - 19.00 4.23 14.77 29.50 $ 14.73 $ 14.77 TIF Fund Projections Order of Magnitude Projected City Financial Position Dollars December 31, 2011 District Balance /(Deficit) $ (21.60) Paragon Land Sale 5.80 EDA Structured Parking (14.77) Pre - Engineer Structure for 3rd Parking Level (0.65) TIF Generated District Wide 14.78 including Existing Development and Outlet Center District Balance /(Deficit) including Outlet I (16.44) Center Future Land Sales 1 4.50 TIF Projected from Future Developments I 12.32 in District ected Ending Balance 1 $ 0.38 • Total Payment by Paragon - $14.73 million as outlined above • 29 acres @ $200,000 /acre • Developer payment for relocation of Cedar Grove Blvd and Xcel Pipeline • $4.23 million toward construction of parking structure for use of 1,036 of 1,400 to 1,600 stalls (1,036 stalls @ $2,800 /stall plus 6.65 acres @ $200k/acre) '90 Other Items • Parkland Purchase from EDA and Dedication to City • Preserve Opportunity to Add Levels to Parking Structure • Surface Parking Optimization — Require Paragon to Define a Plan • Options for Development of Parkway Parcels — If neighborhood retail, EDA expects ramp to be engineered for third deck. If residential, third deck not required. M REAL ESTATE UALUATI N SERVICES July 11, 2012 Robert B. Bauer Dougherty, Molenda, Solfest, Hills & Bauer, P.A. 7300 W. 147"' Street, Suite 600 Apple Valley, Minnesota 55124 RE: Summary Of Conclusions Pertaining To Sale And Purchase Agreement Paragon Outlet Center, Cedar Grove Redevelopment Area, Eagan, MN Dear Mr. Bauer: At your request, I have reviewed a Sale and Purchase Agreement, which you provided me on July 5, 2012, pertaining to the proposed purchase of approximately 32 acres of land within the Cedar Grove Redevelopment Area in Eagan, Minnesota by Paragon Outlets Eagan LLC from the Eagan Economic Development Authority. The purchase agreement sets forth the price to be paid, the properties to be purchased, the various cost contributions the buyer will make in addition to the purchase of the land, and the responsibilities pertaining to contributions on the part of the seller as well. Paragon Outlets Eagan LLC intends to build a manufacturer's outlet retail center in the Cedar Grove area. To summarize, the buyer will commit to the following cost outlays: 1) $5.8 million for approximately 29 acres of land north of existing Cedar Grove Parkway; 2) $347,600 for approximately three acres of land south of existing Cedar Grove Parkway; 3) up to $3.5 million to construct a new street realigning Cedar Grove Parkway to the north; 4) up to $1.2 million to relocate an existing gas line; and 5) $4.225 million as a contribution toward the cost of a two -level parking ramp which will be constructed at the City's expense. The total maximum cost outlay the buyer has agreed to in exchange for about 32 acres of land for the proposed commercial development is $15,072,600, which equates to $10.81 per square foot of land purchased. I have reviewed and analyzed relatively recent sales within the Twin Cities metro area of land with use potential similar to that possessed by the land proposed for purchase by Paragon Outlets Eagan LLC (the subject land). Based on my analysis, it is my opinion that the proposed purchase price for the subject land falls within the range of what would reasonably be considered market value. In general terms, market value reflects an arms - length transaction between buyer and seller, each being motivated to best serve their own interests, and neither being unduly motivated in the transaction. Market value essentially reflects the current value that typically would be paid for a property if offered on the open market for a reasonable exposure time with an arms - length transaction. BRKW APPRAISALS, INC, 1600 UNIVERSITY AVENUE, SUITE 314, ST. PAUL, MN $5104 651 646.6114 PAX 651.646.80$6 www.brkw.com " Cq Since I am a state- licensed real property appraiser and I have rendered an opinion of value as it relates to the proposed purchase price, I have made an appraisal. As a result, the Uniform Standards of Professional Appraisal Practice (USPAP), with which must comply, require that I cover a minimum number of communication points concerning the appraisal, either verbally or in written form. The minimum allowed written report format is a Restricted Use Report. I have completed a Restricted Use Report for this appraisal assignment, and am transmitting that report simultaneously with this letter summarizing my conclusions. Please refer to the Restricted Use Report for additional comments and statements pertaining to this valuation assignment, including the full definition of Market Value used for this analysis. Sincerely, BR KW APPRAISALS, INC. Paul J. Gle on Certified General Real Property Appraiser Minnesota License #4003073 BRKW APPRAISALS, INC. PAGE 2 3 SALE AND PURCHASE AGREEMENT THIS SALE AND PURCHASE AGREEMENT (the "Agreement "), is made as of July 2012 (the "Effective Date" of this Agreement) between Eagan Economic Development Authority, a public body corporate and politic and a political subdivision of the State of Minnesota, (the "Seller ") and Paragon Outlets Eagan LLC, a Delaware limited liability company and its assigns (the "Buyer"), In consideration of the mutual covenants and agreements hereinafter contained, the parties agree as follows: 1. SALE AND PURCHASE OF REAL PROPERTY Seller shall sell to Buyer, and Buyer shall purchase from Seller the following property (collectively, the "Real Property "): a. Development Property A parcel of land located in Eagan (the "City "), Dakota County, Minnesota, containing approximately twenty -nine (29) acres as depicted on Exhibit 1(a) attached hereto, together with - (a) all easements, air rights, and other rights benefiting or appurtenant to such land; and (b) Seller's interest in all neighboring or contiguous alleys, streets, roads, utilities servicing, pertaining or relating to such land (collectively, the "Development Property "); b. Park Property A parcel of land located in the City containing approximately 3 -acres depicted on Exhibit 1(b) (the "Park Property "); provided that, notwithstanding anything to contrary contained in this Agreement, Buyer may elect to cause the Park Property to be purchased by an affiliate of Buyer, to be conveyed by Buyer or such affiliate, as the case may be, to the City at Closing (hereinafter defined) for park land, in lieu of Buyer's payment of any park dedication fees in connection with the contemplated development by Buyer of the Development Property as a retail outlet shopping center (the "Proposed Project "); and 2. PURCHASE PRICE AND MANNER OF PAYMENT The purchase price ( "Purchase Price ") to be paid by Buyer to Seller for (i) the Development Property shall be $5,800,000.00 and (ii) for the Park Property shall be $347,600, which is equivalent to and in lieu of Buyer's park dedication fee obligations for the Proposed Project. The Purchase Price shall be payable as follows: a. Earnest Money One Hundred Thousand and No /100 Dollars ($100,000.00) as earnest money paid no later than three (3) business days after the Effective Date (the "Initial Deposit ") to Madison Mahwah Title, LP, 1125 Ocean Avenue, Suite 1009, Lakewood, New Jersey 08701, telephone (732) -333- 2473; fax (732) -333 -2474 ( "Title Company ") to be held by the Title Company in an interest bearing account. Within three (3) days after the Inspection Deadline (as defined in Section 3 below), Buyer will deposit with the Title Company the sum of $100,000.00 (the "Additional Deposit "), unless Buyer has exercised its right to terminate this Agreement pursuant to this Agreement: The Initial Deposit, the Additional Deposit, together with any other funds paid by Buyer to the Title Company, as applicable, plus all interest accrued thereon shall be collectively referred to as "the Deposits." Unless terminated by Buyer, as allowed under this Agreement, the Deposits will be non refundable, provided Seller is not in default under this Agreement. The Deposits shall be applied against the Purchase Price at Closing. Title Company shall act as escrow agent with respect to the Deposits. All costs of Title Company, if any, with respect to the escrow shall be borne equally by Buyer and Seller; provided however, Title Company shall place the Deposits into an interest bearing account if Buyer so directs and if Buyer agrees to pay any fees in relation thereto and provides Title Company with completed IRS W -9 forms, all pursuant to the acknowledgment by Title Company attached hereto (the "Escrow Agreement "). Buyer and Seller agree to the terms, conditions and provisions of the Escrow Agreement, upon Title Company's acceptance and ri L4 execution thereof. Title Company shall deliver original counterparts of this Agreement to each of Buyer and Seller, together with a copy of the executed Escrow Agreement as soon as practicable after Title Company's receipt of the Initial Deposit. Buyer shall deposit the Initial Deposit with Title Company on the date that it deposits its counterparts of this Agreement with Title Company, All of the Deposits shall be fully credited towards the Purchase Price at Closing, provided that this Agreement is not terminated pursuant to the provisions hereof. b. Balance The balance of the Purchase Price, plus or minus any prorations and other adjustments required hereunder, shall be paid in cash, wire transfer, or guaranteed funds on the Closing Date. 3. CONDITIONS TO BUYER'S OBLIGATIONS The obligations of Buyer under this Agreement are conditional upon satisfaction or waiver by Buyer of each of the following by the respective dates indicated: a. Title Title shall have been found acceptable by Buyer in its sole discretion, or been made acceptable, in accordance with the requirements and terms of Section 4 below. b, Performance of Seller's Obligations Seller shall have performed all of the following obligations: (1) Access. Seller shall allow Buyer and Buyer's agents access to the Real Property without charge and at all reasonable times for the purpose of investigation and testing. Buyer shall pay all costs and expenses of such investigation and testing and shall indemnify, defend and hold Seller and the Real Property harmless from all costs and liabilities relating to Buyer's activities; provided that Buyer shall not be responsible for existing conditions on the Real Property nor the cost of investigations or studies completed by Seller before the Effective Date. Buyer shall further repair any damage to the Real Property caused by or occurring as a result of Buyer's testing. (2) Cooperation. Seller shall, without charge to Buyer, cooperate in Buyer's attempts to obtain all governmental approvals and permits necessary in Buyer's judgment in order to allow the lawful use of the Development Property for Buyer's intended purposes. Nothing in this Agreement shall be deemed a waiver of the Eagan City Council's right to exercise its legislative discretion to approve or reject any development proposal presented to the City by Buyer. (3) Documents. Within ten (10) days after the date of this Agreement, Seller shall deliver to Buyer true and correct copies of all of the Documents (as hereinafter defined) for Buyer's examination and analysis. C. Document Review. Buyer shall have determined in its sole discretion, that it is satisfied with its examination and analysis of all contracts, agreements, plans, warranties and all other documents in connection with the Real Property (together with any amendments thereto), including, without limitation, the following (all of which are collectively referred to herein as the "Documents "): (1) Tests. To the extent available, results of soil tests, percolation tests, structural engineering tests, masonry tests, water, oil, gas, mineral, asbestos, radon, formaldehyde, PCB or other environmental tests, inspection reports, surveys, market studies and core samples, if any, which relate to the Real Property or the business carried upon therein and which are either in Seller's possession or control. 2. V5 (2) Phase I ESA. Copies of any Phase I Environmental Site Assessments and /or Phase II Environmental Site Assessments concerning all or part of the Real Property that are in Seller's possession or control. (3) Surveys and Maps. To the extent available, surveys, plats or other depictions relating to the Real Property and copies of all wetland analyses, planning studies, aerial photographs, topographical maps or studies, engineering studies and plans and mylars. (4) Title Insurance Policies. All title insurance policies with exception documents related to the Real Property. (S) Contracts. All agreements, contracts, agreements or other instruments affecting all or any portion of the Real Property, if any, (collectively the "Contracts "), including, without limitation, all warranties and guaranties given to, assigned to, or benefiting Seller or the Real Property. Seller shall have the continuing obligation during the Executory Period (as hereinafter defined) to provide Buyer with any document described in this Section which comes into Seller's possession or control or is produced by Seller after the initial delivery of the Documents. d. Governmental Approvals On or before the Inspection Deadline (as defined below) Buyer shall have obtained, at its sole cost and expense, all governmental permits, approvals and licenses as Buyer deems necessary in its sole discretion for its intended development, construction and use of the Development Property for the Proposed Project, including without limitation obtaining "planned development" rezoning, tax increment financing approvals and final plat approval from the City and all other applicable governmental authorities. e. Representations and Warranties The representations and warranties of Seller contained in this Agreement will be true now and on the Closing Date as if made on the Closing Date, and Seller shall have delivered to Buyer at Closing (as defined in Section 5 hereof) a certificate dated the Closing Date, signed by an authorized representative of Seller, certifying that such representations are true as of the CIosing Date (the "Bring -Down Certificate "). f. Compliance with Laws On or before the Inspection Deadline, Buyer shall have reasonably determined that the Real Property and Buyer's intended use thereof fully complies with all existing local, state, and federal regulations concerning the maintenance and operation of the Real Property, including zoning, building, health and safety, fire safety and environmental codes and laws and such use is and will be a legal conforming use. g. Relocation of Gas Line On or before the Inspection Deadline, Seller, Buyer, Xcel Energy and the City shall have entered into a written agreement setting forth the terms, costs and timeline for the relocation of the existing gas line owned by Xcel Energy either, at Buyer's option, by Buyer or by the City. Buyer shall be responsible, either through direct payment if Buyer performs the relocation or by special assessment if the City performs the relocation, for the costs and expenses of the relocation of such existing gas line, provided that the costs of such relocation will not exceed $1,200,000.00. h. Construction of New Road On or before the Inspection Deadline, Seller, Buyer and the City shall have entered into a written agreement setting forth the terms, costs and timeline for the construction of a realigned Cedar Grove Parkway along the northern boundary of the Real Property either, at Buyer's option, by Buyer or by the City. Buyer shall be responsible, either through direct payment if Buyer performs the realignment or by special assessment if the City performs the realignment, for the costs and 3. T � expenses of the construction of such realigned Cedar Grove Parkway under standards approved by the City Engineer, provided the costs and expenses of such construction will not exceed $3,500,000.00. L Parking�Ramp /Reciprocal Easement Agreement On or before the Inspection Deadline, Seller and Buyer shall have mutually agreed upon the terms and timeline for construction, maintenance and operation of a two (2) level parking ramp of at least 1,400 stalls on the Real Property and which will provide enough parking stalls to accommodate the Proposed Project and all future users on the Remaining Parcels, as defined below (the "Ramp ") which, as to construction, shall be at Seller's sole cost and expense, and shall be completed, and be open and operating, no later than the issuance of a certificate of occupancy by the City for the Proposed Project. Notwithstanding the foregoing, Buyer shall pay $4,225,800 to Seller as a contribution to the Ramp at Buyer's option either by a cash payment payable at the closing or by special assessment. Seller and Buyer shall enter into a reciprocal easement and operating agreement regarding the foregoing and other matters, the terms of which shall be acceptable to Buyer and Seller (the "Reciprocal Easement Agreement"). The Reciprocal Easement Agreement shall encumber the Real Property and the remaining property owned by Seller in the project area, as depicted on Exhibit 3(i) attached hereto (the "Remaining Parcels "). The Reciprocal Easement Agreement shall provide for the possible future expansion of the Ramp by adding an additional level to the Ramp at Seller's sole cost in the event that the development of the Remaining Parcels has sufficient density to require such additional parking at no cost to Buyer or its assigns. The Reciprocal Easement Agreement shall also contain covenants prohibiting noxious uses on the Remaining Parcels and outlet, factory outlet, retailer over - stock, discount, off -price and value retail uses on the Remaining Parcels. j. Environmental Remediation Seller shall have completed all environmental remediation on the Real Property that can reasonably be completed prior to any construction activity, provided that in any event Seller shall have obtained from the Minnesota Pollution Control Agency a "no association" letter expressly to or for the reliance of Buyer and sufficient in Buyer's sole discretion for Buyer to be an "innocent purchaser" and to be protected from being a "responsible party" under applicable federal, state and local environmental laws. If there are any delays in completing environmental remediation as specified by this Agreement through no fault of Buyer, Buyer and Seller shall work in good faith to extend the timelines established in this Agreement; provided that such extensions shall not hinder nor delay Buyer's efforts to finance or lease the Project to prospective tenants. k. Storm Water The Development Property is presently served by an existing, permitted offsite storm water system along Minnesota State Highway 13 and Silver Bell Road, and such system complies with all applicable laws. Buyer shall have received confirmation from the City that such off -site storm water systems are adequate to serve the Development Property and Buyer's proposed development thereon, that it can utilize, without cost, other than typical annual maintenance costs, such system for the transport, storage and treatment of all storm water from the Proposed Project. 1. AUAR Traffic Improvements Seller and Buyer shall have mutually agreed upon the terms, conditions and timelines for construction and the amount to be contributed by Buyer to any required AUAR traffic improvements that may be necessary for the Proposed Project. m. Demolition of Existing Improvements Seller shall have completed the demolition of all existing improvements located on the Development Property, shall have completed the removal of all such demolition debris and shall have restored and regraded all disturbed areas as a result of such demolition, all at its sole cost and expense. If any condition set forth in this Section 3 has not been satisfied or waived by Buyer within one hundred fifty (150) days of the Effective Date (the "Inspection Deadline ") or if no date is stated then the Closing Date, then Buyer may, at Buyer's option, terminate this Agreement at any time on or before the Inspection Deadline or the Closing Date, as applicable, by notice to Seller. Upon receipt of such notice 4. 1_�9 from Buyer, Title Company shall promptly return the Deposits to Buyer. Upon such termination and return, neither Seller nor Buyer shall have any further rights or obligations under this Agreement except for the covenants made in Section 3(b), Section 6(e), Section 8, Section 9 and Section 24 and the remedies provided in Section 23 hereof that shall survive termination of this Agreement, whether such termination is effected by Seller or Buyer (the "Surviving Covenants "). If Buyer has not terminated this Agreement on or before the Inspection Deadline or the Closing Date, as applicable, then Buyer shall be deemed to have waived the contingencies set forth herein. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement is terminated by Buyer for any reason under this Agreement other than as a remedy for a Seller default pursuant to Section 23 below, the Title Company shall not release the Deposits to Buyer until Buyer delivers a written request, along with a copy of paid invoices for all work performed on the Real Property by Buyer's agents and contractors to Title Company. Seller shall have five (5) business days after receipt of such request to object to the documentation provided by Buyer to ensure that all such work has been paid for. If no notice of disapproval is given by Seller to the Title Company within such five (5) business day period (and provided that Title Company is reasonably satisfied with the documentation provided therewith), then Seller shall be deemed to have approved the request and the Title Company may thereafter release the Deposits to Buyer. If Seller does timely provide such notice of disapproval, the Title Company shall nevertheless release the Deposits to Buyer upon the 120` day after termination, unless on such 120` day there exists a valid mechanic lien against the Real Property by reason of Buyer's activities thereon, in which event the Title Company shall release the Deposits to Buyer upon the release of record of such mechanic lien. 4. TITLE MATTERS Title examination shall be conducted as follows: a. Title Evidence Immediately following the Effective Date, Buyer shall obtain the following title evidence at its cost and expense (collectively, the "Title Evidence ") (1) Title Insurance Commitment. A commitment ( "Title Commitment ") for an ALTA Form B 2006 Owner's Policy of Title Insurance committing to insure a marketable title to the Real Property in Buyer; deleting so- called "standard exceptions" related to survey matters, parties in possession, and liens for labor, materials and services; including affirmative insurance regarding appurtenant easements, separate real estate taxation, and contiguity, in the amount of the Purchase Price, and issued by the Title Company. The Title Commitment shall include complete and accurate copies of all matters described in Schedule B thereof; and (2) Survey. A current survey of the Real Property, certified to Seller, Buyer, Title Company and Buyer's lender, prepared in accordance with ALTA/ACSM standards and such other requirements as requested by Buyer or Buyer's lender (the "Survey "). Buyer shall deliver a copy of the survey to Seller, and Seller shall have five (5) days following receipt thereof, to either approve or disapprove of the composition of the Real Property as depicted therein. If Seller approves or otherwise fails to disapprove the survey and legal description for the Real Property described thereon shall be attached to this Agreement as the legal description contained in Sections 1(a) and (b). If the Seller disapproves of the survey, the parties shall confer as to reconciling the issues with the survey, b. Buyer's Objections Within thirty (30) days after receiving the last item of the Title Evidence, Buyer shall notify Seller of any objections ( "Objections ") to matters disclosed in the Title Evidence. Buyer shall be deemed to have automatically made Objections to any mortgage, judgment, tax lien, 5. k mechanic's lien and any other monetary lien against the Real Property (collectively "Monetary Liens "). With respect to any update to the Title Commitment and/or the Survey, Buyer shall have 10 days after Buyer's receipt of the applicable updated Title Commitment and /or Survey to notify Seller of any Objections; provided that Buyer shall not have the right to object to any matters that were shown on a previous Title Commitment and /or Survey and not timely objected to by Buyer. Seller shall use reasonable efforts to correct any Objections which shall include, if applicable, payment of the Monetary Liens out of proceeds from Closing on the Closing Date if they are not satisfied prior thereto. At Closing, Buyer shall have the right to require endorsement(s) to the Title Policy, including without limitation endorsements ensuring: (i) access and egress rights; (ii) proper zoning and the requisite number of parking spaces; (iii) subdivision; (iv) separate tax parcel; (v) comprehensive; (vi) environmental lien; (vii) contiguity; and (viii) survey. If the Objections are not cured prior to the Closing Date, Buyer will have the option to do any of the following by notice provided to Seller: (1) Terminate. Terminate this Agreement pursuant to Section 3 herein, on or before the Closing Date. Upon receipt of such notice from Buyer, Title Company shall promptly return the Deposits to Buyer as provided in the last grammatical paragraph of Section 3. Upon such return, neither Seller nor Buyer shall have any further rights or obligations under this Agreement, except for the Surviving Covenants; or (2) Waive. Waive the Objections and close the transaction contemplated by this Agreement as if such Objections had not been made. C. Title Policy If the Closing occurs, Title Company shall issue an owner's title insurance policy ( "Title Policy ") pursuant to the Title Commitment, or a suitable mark up of the Title Commitment initiated by the Title Company undertaking to issue such a Title Policy within a reasonable time in the form required by the Title Commitment as approved by Buyer. 5. CLOSING PROCEDURES a. Closing Date The closing of the purchase and sale contemplated by this Agreement (the "Closing ") shall occur within sixty (60) days after the Inspection Deadline (the "Closing Date "). The Closing shall take place at 10 :00 a.m. local time at such place and time as may be acceptable to Seller and Buyer. Notwithstanding the forgoing, Buyer may extend the Closing Date as follows: (1) First Extension. Buyer may extend the Closing Date (as defined in Section 5 herein) an additional ninety (90) days by providing written notice to Seller on or before the Closing Date and depositing $30,000.00 with the Title Company on or before the expiration. (2) Second Extension. Buyer may further extend the Closing Date an additional ninety (90) days by providing written notice to Seller on or before the expiration of The First Extension and depositing $30,000.00 with the Title Company on or before such expiration, (3) Third Extension. Buyer may further extend the Closing Date an additional ninety (90) days by providing written notice to Seller on or before the expiration of the Second Extension and depositing the $30,000.00 with the Title Company on or before such expiration, (4) Fourth Extension. Buyer may further extend the Closing Date an additional ninety (90) days by providing written notice to Seller on or before the expiration of the Third Extension and depositing $30,000.00 with the Title Company on or before such expiration. 91 liq Notwithstanding anything to the contrary in this Agreement, Buyer reserves the right to accelerate the Closing Date, in its sole and absolute discretion. b. Seller's Closing Documents On the Closing Date, Seller shall execute and /or deliver to Buyer the following (collectively, the "Seller's Closing Documents "): (1) Deed. A Limited Warranty Deed (the "Deed "), in recordable form, conveying marketable title to the Real Property to Buyer, free and clear of all encumbrances, other than those encumbrances not objected to or waived pursuant to Section 4. The Deed will incorporate a covenant running with the land satisfying Minn. Stat. 469.105. At closing Seller shall provide to the Title Company a release of the covenant required by Minn. Stat. 469.105 in the form and text of Exhibit 5(b)(1) which shall be held by the Title Company only until receiving confirmation from Buyer that it has begun work on the Development Property, which may include but is not limited to site excavation, clearing, grading or soil correction. Immediately thereafter, Title Company shall record the Seller's release and provide evidence of the same to Buyer. The obligations of Seller under this Section 1(b)(1) shall survive and be enforceable after Closing. (2) Title Policy. The Title Policy, or a suitably marked -up Title Commitment, as provided for in Section 4, herein; (3) Seller's Affidavit. An Affidavit by Seller indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens, or bankruptcies against or involving Seller or the Real Property; that there has been no skill, labor, or material furnished to the Real Property for which payment has not been made or for which mechanics' liens could be filed; and there are no other unrecorded interests in the Real Property, together with whatever standard owner's affidavit as may be required by the Title Company to issue the Title Policy in the form required by Section 4 hereof; (4) F'IRPTA Affidavit. A nonforeign affidavit, properly executed and in recordable form, containing such information as is required by IRC Section 1445(b)(2) and its regulations; (5) Original Documents. Seller shall deliver to Buyer all original Documents (or suitable copies thereof) that may be necessary for Buyer to develop and operate the Development Property. Where necessary to comply with statutory record retention requirements, Seller may retain originals of records and provide copies to Buyer; (6) Reciprocal Easement Agreement. The Reciprocal Easement Agreement; (7) Bring -Down Certificate. The Bring -Down Certificate; (8) Environmental Escrow Agreement. The Environmental Escrow Agreement (as defined in Section 8(j) below); and (9) Other Documents. All other documents reasonably determined by Buyer or the Title Company to be necessary to transfer the Real Property to Buyer. I C. Buyer's Closing; Documents On the Closing Date, Buyer will execute and /or deliver to Seller the following (collectively, "Buyer's Closing Documents "): (1) Purchase Price. The balance of the Purchase Price to be paid as required by Section 2 hereof, (2) Reciprocal Easement Agreement, The Reciprocal Easement Agreement; (3) Environmental Escrow Agreement. The Environmental Escrow Agreement; (4) Title Documents. Such affidavits of Buyer or other documents as may be reasonably required by the Title Company in order to record Seller's Closing Documents and issue the Title Policy required by Section 4 of this Agreement; and (5) Conveyance of Park Property, A Limited Warranty Deed and FIRPTA Affidavit from Buyer or Buyer's affiliate, as the case may be, to the City for the conveyance of the Park Property to the City. 6. PRORATIONS Seller and Buyer shall make the following prorations and allocations at the Closing: a. Title Insurance and Closing Fee Buyer shall pay the cost of the Title Evidence including the Title Policy. Seller and Buyer will each pay one -half of any reasonable and customary closing fee or charge imposed by the Title Company or its designated closing agent. b. Deed Tax Seller shall pay all state deed tax due on the Deed to be delivered by Seller under this Agreement. C. Real Estate Taxes and Special Assessments Seller shall pay or cause to be paid all general real estate taxes payable for the Real Property in the years prior to the year in which the Closing occurs, and any deferred or Green Acres real estate taxes. Seller and Buyer shall prorate the general real estate taxes payable for the Development Property in the year of closing as of the Closing Date based upon the calendar year. Seller shall pay, on or before the Closing Date, all special assessments levied, "pending," deferred or constituting a lien against the Real Property as of the Closing Date, including, without limitation, all installments of special assessments, including interest, payable in the year of Closing. Nothing in this subparagraph shall be deemed a waiver of the City's ability to lawfully impose future special assessments on the Development Property as well as any assessments that may be agreed to by Buyer as part of the development of the Development Property. Buyer shall be responsible for any sanitary area charges, water area charges, water quality and other established City fees associated with its development of the Development Property for the Proposed Project. Buyer shall not be obligated to pay any real estate taxes or special assessments with regard to the Park Property at Closing and there shall be no proration of the same at Closing. d. Recording Costs Seller will pay the cost of recording all documents necessary to place record title in Seller in the condition warranted by Seller in this Agreement. Buyer will pay the cost of recording all other documents. C. Attorneys' Fees Seller and Buyer shall each pay its own attorneys' fees in connection with the preparation and negotiation of this Agreement and the Closing, except that a party defaulting under this Agreement or any of its respective Closing Documents shall pay the reasonable attorneys' fees and court costs incurred by the nondefaulting party to enforce its rights regarding such default. 8. �` f. Conveyance of Park Property Seller or the City, as the case may be, shall pay the state deed tax and recording costs associated with the conveyance of the Park Property to the City by Buyer or its affiliate. 7. OPERATION PRIOR TO CLOSING During the period from the Effective Date through the Closing Date (the "Executory Period "), Seller shall not execute any contracts, leases, or other agreements regarding the Real Property, nor perform any act that would impair or encumber the title to the Real Property or affect the condition of the Real Property, without the prior written consent of Buyer. 8. REPRESENTATIONS. WARRANTIES AND INDEMNITY BY SELLER Seller represents to Buyer as follows: a. Organization; Authority Seller has the requisite power and authority to execute and perform this Agreement and any Seller's Closing Documents to be signed by it; such documents have been (or will be prior to Closing) duly authorized by all necessary action on the part of Seller and at the Closing shall have been duly executed and delivered; such execution, delivery, and performance by Seller of such documents does not conflict with or result in a violation of any judgment, order, or decree of any court or arbiter to which Seller is a party, or any agreement by which Seller is bound; and such documents are and shall be valid and binding obligations of Seller, enforceable in accordance with their terms. b. Title to Real Property Seller owns the Real Property, free and clear of all encumbrances, except those encumbrances listed in the Title Commitment. C. Mechanic's Liens All labor and materials which have been provided to the Real Property have been fully paid for or will be fully paid for, prior to the Closing Date. d. Utilities Gas, sanitary, and storm sewer and water lines are available to the Development Property. Seller has received no notice of actual or threatened reduction or curtailment of any utility service now supplied to the Development Property. e. Compliance with Laws. The Real Property and the current use thereof fully complies with all existing local, state, and federal regulations concerning the maintenance and operation of the Real Property, including zoning, building, health and safety, fire safety, and environmental codes and laws and such use is a legal conforming use. No notice of violations of the same have been received. To the best of Seller's knowledge, no other permits or licenses are required in order to use the Real Property as intended by Buyer, other than those required by the City acting in its legislative capacity. f. Litigation and Other Matters Seller has received no notice, and has no knowledge of any pending notice, of a violation of any statutes, ordinances, regulations, judicial decrees, or orders, or the pendency of any lawsuits, administrative or arbitration hearings, governmental investigations, proceedings, applications, petitioners, or other matters affecting the Real Property or the use thereof. There is a pending condemnation action affecting one parcel legally described as Lot 4, Block 1, Barton McGray Addition. The action is entitled Eagan Economic Development Authority v. Minnesota's Credit Union, et. al., District Court File No. CX -07- 30126. Seller has obtained title and possession through the quick -take condemnation procedure and the valuation portion of the action remains. g. Rights of Others to Purchase Real Property Seller has not entered into any other contracts, agreements or understandings, whether oral or written, for the sale of all or any portion of the Real Property, and there are no existing rights of first refusal or options to purchase all or any portion of the Real Property, or any other rights of others that might prevent the consummation of this Agreement. Q ME h. Private Restrictions. There are no contracts, leases, private restrictions or agreements with any public authority that will not appear in the Title Commitment and that will affect the present or future uses that may be made of the Development Property, including but not limited to size or cost of buildings or structures; limitation on use or restrictions in regard to fences, roofs, garages, and heights of buildings or structures, except for building and zoning codes; agreements to subject architectural plans to an association or other group; provisions requiring improvements; provisions requiring the joining of others in group actions; or restrictions imposed on the Development Property due to its historical significance. i. Condemnation. Seller has not received any notice of any pending condemnation, eminent domain or other similar action, suit or proceeding that would affect the Real Property. To the best of Seller's knowledge, after due inquiry, there are no such proceedings pending or threatened against the Real Property and there are no applications, ordinances, petitions, resolutions, or other matters pending before any governmental agency in regard to access routes, curb cuts, median strips, or other contemplated actions of public agencies that might tend to diminish or curtail the full flow of traffic proximate to the Real Property and access thereto. Other than the pending condemnation action referred to in (f) above, Seller has not received a notice of any pending condemnation, eminent domain or other similar action, suit or proceeding that would affect the Real Property. J. Hazardous Substances Seller shall reimburse, indemnify, defend and hold harmless Buyer for all costs and expenses incurred by Buyer in connection with or arising out of the existence of any toxic or hazardous substances or wastes, pollutants, or contaminants (including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil, and various constituents of such products, any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "), 42 U.S.C. §§ 9601 -9657, as amended) and any other hazardous material or substance as defined in any other federal, state and local laws, rules and regulations dealing with the environment and public health (collectively "Hazardous Substances ") on or under the Real Property as of the Date of Closing, not limited to costs and expenses for the response, removal, clean -up and /or other remediation as necessary in order to comply with all applicable Environmental Laws (as defined below). At the closing, the sum of [$200,000] shall be placed with the Title Company in an environmental escrow account (hereinafter the "Environmental Escrow Account "). Buyer may seek reimbursement from the Environmental Escrow Account for any response costs or environmental remediation of Hazardous Substances that existed as of the Date of Closing that it incurs during the development of the Development Property, provided that the availability of the Environmental Escrow Account shall in no manner limit Seller's liability hereunder or limit or impair Buyer's recovery from Seller hereunder. The terms of such reimbursement are as set forth in more particularity in the Environmental Escrow Agreement attached hereto as Exhibit 80) (the "Environmental EscrowAgreement "). For purposes of this Agreement, the term "Environmental Laws" shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "), 42 U.S.C. §§ 9601- 9657, as amended, and any other federal, state and local laws, rules and regulations dealing with Hazardous Substances, the environment or public health. k. Storage Tanks Except as disclosed in Exhibit 8(k)(i) attached hereto, no above - ground or underground tanks are located in or about the Real Property. Except as disclosed in Exhibit 8(k)(ii) attached hereto, no above - ground or underground tanks have been located under, in, or about the Real Property and have subsequently been removed or filled. All tanks that have been removed have been removed and closed in compliance with all federal, state and local laws. 1. Wells and Septic Seller knows of no wells on the Real Property. At the time of Closing, Seller will deliver any required well certificate pursuant to applicable laws. There is no "individual sewage treatment system." within the meaning of Minn. Stat. Section 115.55 on or serving the Real Property. 10. 1 Sewage generated at the Real Property goes to a facility permitted by the Minnesota Pollution Control Agency. M. Contracts The Contracts shall be terminated by Seller on or before the Closing Date, except for any such Contracts that Buyer elects to assume by notice to Seller given prior to the Inspection Deadline. n. Assessments Seller has not received any notice of any actual or proposed special assessments or reassessments of the Real Property. o. FIRPTA Seller is not a "foreign person," "foreign partnership," "foreign trust" or "foreign estate," as those terms are defined in Section 1445 of the Internal Revenue Code. P. Airport Zoning Ordinance For the purposes of satisfying any applicable requirements of Minn. Stat. § 360.065, a copy of any airport zoning regulations affecting the Real Property can be reviewed or obtained at the Office of the Dakota County Recorder. q. Excess Fill Dirt Seller will make available during construction of Buyer's project, the existing fill material located on the Real Property and the Remaining Properties for purposes of balancing the grading of the Development Property, as needed. Seller will indemnify Buyer, its successors, and assigns, against, and will hold Buyer, its successors, and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after Closing, for two (2) years after the Closing Date; provided however, that the representations, covenants and warranties of Seller contained in Section S(j) above shall survive Closing for the time period described in the Environmental Escrow Agreement. Except for the warranties, covenants and representations explicitly set forth in this Agreement, Seller and Buyer agree that Buyer will accept possession of the Real Property in its AS -IS condition, WITH ALL FAULTS, and the sale of the Real Property to Buyer shall be without any other representation, covenant or warranty of any kind, express or implied, and Buyer, for Buyer, Buyer's agents, attorneys, representatives, heirs and assigns does hereby disclaim and renounce any other representation or warranty. 9. REPRESENTATIONS WARRANTIES AND INDEMNITY BY BUYER Buyer represents and warrants to Seller that Buyer has the power and authority to execute this Agreement and any Buyer's Closing Documents signed by it; that all such documents have been authorized by all necessary action on the part of Buyer and at the Closing shall have been duly executed and delivered; that the execution, delivery, and performance by Buyer of such documents does not conflict with or violate any judgment, order or decree of any court or arbiter or any agreement by which Buyer is bound; and that all such documents are valid and binding obligations of Buyer and are enforceable in accordance with their terms. Buyer will indemnify Seller and its successors and assigns against, and will hold Seller and its successors and assigns harmless from, any expenses or damages, including reasonable attorneys' fees that Seller incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after Closing, for two (2) years after the Closing Date. 10. CONDEMNATION If, prior to the Closing Date, any governmental entity commences any eminent domain proceedings ( "Proceedings ") against all or any part of the Real Property, Seller shall immediately give notice to Buyer of such fact, and, at Buyer's option (to be exercised by notice to Seller within thirty (30) days after Seller's notice), this Agreement shall terminate, in which event Title Company shall promptly return the Earnest Money to Buyer. Upon such termination and return, neither 11. Seller nor Buyer shall have any further rights or obligations under this Agreement, except for the Surviving Covenants, If Buyer does not give such notice, then there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title, and interest in and to any award made or to be made in the Proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the Proceedings without Buyer's prior written consent. 11. ASSIGNMENT Buyer reserves the right to, at Buyer's sole discretion, to assign all or part of its interest in and to this Agreement to an affiliate of Buyer. Notwithstanding the foregoing, neither Seller nor Buyer may assign its rights under this Agreement for any other purpose, without the prior written consent of the other party. 12. SURVIVAL All of the covenants, representations and warranties made in this Agreement which either by their terms expressly survive Closing, or are contained in any schedule, exhibit, certificate, or document delivered at CIosing, will survive and be enforceable after the Closing. 13, NOTICES Any notice required or permitted to be given under any provision of this Agreement shall be in writing and shall be deemed to have been given in accordance with this Agreement, if it is mailed, by United States certified mail, return receipt requested, postage prepaid; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Seller: Eagan Economic Development Authority 3830 Pilot Knob Road Eagan, Minnesota 55122 with a copy to: Dougherty, Molenda, Solfest, Hills & Bauer P.A. 7300 West 147th Street Suite 600 Apple Valley, Minnesota 55124 Attn: Robert B. Bauer If to Buyer: Paragon Outlets Eagan LLC 21st Floor 217 East Redwood Street Baltimore, Maryland 21202 Attention: Kelvin Antill, Development Partner Attention: Tom Burnside, General Counsel with a copy to: Larkin, Hoffman, Daly & Lindgren, Ltd. 1500 Wells Fargo Plaza 7900 Xerxes Avenue South Minneapolis, Minnesota 55431 Attention: Peter J. Coyle Notice shall be effective, and the time for response to any notice by the other party shall commence to run, one (1) business day after any such mailing or deposit. Either Seller or Buyer may change its address for the service of notice by giving notice of such change to the other party, in any manner above specified, ten (10) days prior to the effective date of such change. Notwithstanding the foregoing, any party may give any other party written notice hereunder by any means other than by United States registered or certified mail or overnight courier, which is reasonably calculated to reach the other party, including but not limited to hand delivery, email transmission or facsimile transmission, provided that any such notice shall be deemed to have been given and shall be effective only when actually received by the addressee, proof of which shall be furnished by the party sending such notice 12. 14. CAPTIONS, EXHIBITS The section and paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. All schedules, exhibits, addenda or attachments referred to herein are hereby incorporated in and constitute apart of this Agreement. 15. ENTIRE AGREEMENT; MODIFICATION This written Agreement constitutes the complete agreement between Seller and Buyer and supersedes any prior oral or written agreements between them regarding the Real Property including without limitation that certain Preliminary Redevelopment Agreement dated May 2, 2012. There are no oral agreements that change this Agreement, and no amendment of any of its terms will be effective unless in writing and executed by both Seller and Buyer. 16. BINDING EFFECT This Agreement binds and benefits Seller and Buyer and their respective successors and assigns. 17. CONTROLLING LAW This Agreement has been made under, and will be interpreted and controlled by, the laws of the State of Minnesota. 18, WAIVER No waiver of the provisions of this Agreement shall be effective unless in writing, executed by the party to be charged with such waiver. No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, either of similar or different nature, unless expressly stated in writing. 19. COUNTERPARTS This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. 20. FACSIMILE SIGNATURES This Agreement may be executed with signatures transmitted by facsimile or email and shall constitute a binding agreement with such signatures. Nonetheless, any party providing facsimile or emailed signatures shall provide the other party with the original signatures within five (5) business days after providing the facsimile signature page(s). 21. SEVERABILITY If any provision of this Agreement is invalid or unenforceable, such provision shall be deemed to be modified to be within the limits of enforceability or validity, if feasible; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. 22. LIMITATION OF LIABILITY Upon Closing, Buyer shall neither assume nor undertake to pay, satisfy or discharge any liabilities, obligations or commitments of any Seller other than those specifically agreed to between the parties and set forth in this Agreement. 23. REMEDIES Time is of the essence of this Agreement. If Seller fails to perform any of its obligations under this Agreement, Buyer may (i) terminate this Agreement and obtain a full refund of all the Deposits; and/or (ii) seek and recover from Seller specific performance of this Agreement. If any action is brought to specifically enforce this Agreement, Seller shall waive the defense that there is an adequate remedy at law. If Buyer defaults in performance of its obligations under this Agreement, Seller shall have the right to terminate this Agreement in the manner provided by Minn. Stat. Sec. 559.21 and to obtain the Deposits (to the extent paid by Buyer) as liquidated damages. Such termination of this Agreement and receipt of the Deposits will be the only remedies available to Seller for such default by Buyer, and Buyer will not be liable for damages or specific performance. 13. � C� Except as otherwise specified elsewhere herein, all rights, powers or remedies afforded the parties hereunder or at law shall be cumulative and the exercise of one shall not bar exercise of another. The provisions of this Section 23 shall survive the Closing or earlier termination of this Agreement. 24. REAL ESTATE BROKERS Seller represents to Buyer that it has entered into an Amended and Restated Preliminary Development Agreement with Pratt Development, Inc. ( "Seller's Broker ") in connection with the transactions contemplated by this Agreement. Buyer represents to Seller that it has engaged Brian Pankratz of CB Richard Ellis ( "Buyer's Broker ") in connection with the transactions contemplated by this Agreement. All broker's fee, finder's fee, commissions, or other similar fee to be paid to Seller's Broker, Buyer's Broker and/or any employees or agents thereof in connection with the transactions contemplated by this Agreement, shall be paid by Seller at the Closing from Seller's proceeds therefrom. Seller shall indemnify and hold Buyer harmless from and against any and all liability to which Buyer may be subjected by any broker's, finder's, or similar fee with respect to the transactions contemplated by this Agreement to the extent such fee is attributable to any action undertaken by or on behalf of Seller or any affiliate of Seller, including any claim by Seller's Broker, Buyer's Broker, or any employee or agent of Seller's Broker or Buyer's Broker. Except for Seller's Broker and Buyer's Broker and any employee or agent of Seller's Broker or Buyer's Broker, Buyer shall indemnify and hold Seller harmless from and against any and all liability to which Seller may be subjected by any broker's, finder's, or similar fee with respect to the transactions contemplated by this Agreement to the extent such fee is attributable to any action undertaken by or on behalf of Buyer or any affiliate of Buyer. The provisions of this Section 24 shall survive the Closing or earlier termination of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 14. NA Seller and Buyer have executed this Agreement as of the date set forth above. 1414001.1 M BUYER: Paragon Outlets Eagan LLC By: a L %�� —Ye i &L ✓_ J lol l b L (Print Name) Its: A l Fa tree-'O J <G y�Y /lei SELLER: Eagan Economic Development Authority By: Mike Maguire Its: President Thomas L. Hedges Its: Executive Director 15. ACKNOWLEDGMENT OF RECEIPT OF THE DEPOSITS AND ESCROW AGREEMENT 1. The undersigned, designated as the "Title Company" by the parties to that certain Sale and Purchase Agreement to which this Escrow Agreement is attached (the "Purchase Agreement "), acknowledges receipt from the "Buyer" under the Purchase Agreement of $100,000 as the Initial Deposit under the Purchase Agreement. Except as otherwise defined in this Escrow Agreement, all capitalized terms herein shall have the meaning given to them in the Purchase Agreement, 2. Title Company hereby agrees to act as escrow agent and to hold the Initial Deposit, the Additional Deposit and any Extension Deposits (collectively "the Deposits ") paid pursuant to the provisions of the Purchase Agreement, subject to the conditions set forth below. 3. Upon receipt of an appropriate Internal Revenue Service Form W -9, all of the Deposits shall be held in an FDIC insured interest bearing account with interest accruing to the benefit of Buyer, unless Seller receives the Deposits as a result of the cancellation of the Purchase Agreement, in which event the interest shall also be disbursed to Seller. 4. Upon notification by both parties in writing that the transaction has closed or if Title Company is facilitating the Closing of the Purchase Agreement, Title Company will pay all of the Deposits to Seller at the Closing. 5. Certain provisions of the Purchase Agreement, including without limitation Sections 3, 4, and 10 of the Purchase Agreement, contemplate circumstances in which Buyer shall have the unilateral right to terminate the Purchase Agreement by delivery of written notice to Seller and Title Company along with a copy of paid invoices for all work performed on the Real Property by Buyer's agents and contractors (the "Termination Notice "). Upon receipt of such Termination Notice from Buyer, Title Company shall (i) deliver a copy of such Termination Notice to Seller in the manner required pursuant to the notice section of the Purchase Agreement, and (ii) if within five (5) business days after the date on which the Termination Notice is deemed given to Seller (pursuant to the notice section of the Purchase Agreement), Title Company has not received from Seller an Objection Notice (as defined below), objecting to Title Company's compliance with such Termination Notice, Title Company shall deliver the Deposits to Buyer. If Seller does timely provide such notice of disapproval, the Title Company shall nevertheless release the Deposits to Buyer upon the 120` day after termination, unless on such 120 day there exists a valid mechanic lien against the Real Property by reason of Buyer's activities thereon, in which event the Title Company shall release the Deposits to Buyer upon the release of record of such mechanic lien 6. If Buyer defaults in any of its obligations under the Purchase Agreement and Seller desires to obtain the Deposits from Title Company pursuant to the terms of the Purchase Agreement, Seller shall first be required to present to Title Company Seller's affidavit of such default (the "Default Affidavit "), executed under penalty of perjury by an authorized representative of Seller, certifying to Buyer and Title Company that: (a) Buyer is in default under the Purchase Agreement, and (b) the Purchase Agreement has been cancelled pursuant to Minn. Stat, Section 559.21, and therefore, Seller is entitled to the Deposits. Upon receipt of the Default Affidavit from Seller, Title Company shall (i) deliver a copy of the Default Affidavit to Buyer in the manner as provided in the notice section of the Purchase Agreement and (ii) if within five (5) business days after the date on which the Default Affidavit is deemed given to Buyer (pursuant to the notice section of the Purchase Agreement), Title Company has not received from Buyer a notice ( "Objection Notice ") objecting to Title Company's compliance with the Default Affidavit, Title Company shall deliver the Deposits to Seller. 7. If after the Inspection Deadline has expired Seller defaults in any of its obligations under the Purchase Agreement and Buyer desires the return of the Deposits from Title Company pursuant to the terms of the Purchase Agreement, Buyer shall first be required to present to Title Company its own Default Affidavit, executed under penalty of perjury by an authorized representative of Buyer, certifying to Seller and Title Company that Seller is in default under the Purchase Agreement and did not cure such default within any applicable time period set forth in the Purchase Agreement, and therefore, Buyer is entitled to the return of the Deposits. Upon receipt of such Default Affidavit from Buyer, Title Company shall (i) deliver a copy of such Default Affidavit to Seller in the manner required pursuant to the notice section of the Purchase Agreement, and (ii) if within five (5) business days after the date on which the Default Affidavit is deemed given to Seller (pursuant to the notice section of the Purchase Agreement), Title Company has not received from Seller an Objection Notice objecting to Title Company's compliance with such Default Affidavit, Title Company shall deliver the Deposits to Buyer. 8. If Title Company receives an Objection Notice from either Seller or Buyer within the time period set forth above, then Title Company shall refuse to comply with the Default Affidavit then in question ( "Objectionable Default Affidavit ") until Title Company receives either (a) joint written instructions executed by both Buyer and Seller, or (b) a final non- appealable order with respect to the disposition of the Deposits from a federal or state court of competent jurisdiction ( "Court Order "), in either of which events Title Company shall then disburse the Deposits in accordance with such written instructions or such Court Order, as applicable. Notwithstanding the immediately preceding sentence, if the party that delivers the Objection Notice does not both (i) commence litigation with respect to the Deposits by filing a complaint or action for a declaratory judgment in an appropriate court of competent jurisdiction ( "Litigation "), and (ii) provide notice and a file - stamped copy of such complaint or, action for declaratory judgment to Title Company and the other party to this Escrow Agreement within thirty (30) days after delivery of the then - applicable Objection Notice, then Title Company shall disburse the Deposits in accordance with the Objectionable Default Affidavit. 9. The sole duties of Title Company shall be those described herein. Title Company shall be under no obligation to determine whether the parties to the Purchase Agreement are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Title Company may conclusively rely upon and shall be protected in acting upon any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Title Company's part. Title Company may consult the advice of counsel with respect to any issue concerning the interpretation of its duties hereunder. Buyer and Seller hereby acknowledge such fact and indemnify and hold harmless Title Company from any action taken by it in good faith in reliance thereon. Title Company shall have no duty of liability to verify any such notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Title Company shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any monies, Title Company may continue to hold the same or commence an action in interpleader and in connection therewith remit the same to a court of competent jurisdiction pending resolution of such dispute, and the parties hereto hereby indemnify and hold harmless Title Company for any action taken by it in good faith in the execution of its duties hereunder. 10. In the event of litigation between the parties with respect to this Escrow Agreement, the performance of their respective obligations, or the effect of a termination under the Purchase Agreement or this Escrow Agreement, the losing party shall pay all costs and expenses incurred by the prevailing party in connection with such litigation, including, but not limited to, court costs and reasonable fees of counsel selected by the prevailing party. Notwithstanding any provision of the Purchase agreement or this Escrow Agreement to the contrary, the obligations of the parties under this Section shall survive a termination of either or both of the Purchase Agreement and this Escrow Agreement. Any dispute M concerning this Agreement shall be venued in District Court in Dakota County, Minnesota. Title Company hereby consents to jurisdiction and venue in Dakota County, Minnesota. Madison Mahwah Title, LP hereby acknowledges receipt of the foregoing escrow deposit and agrees to hold the same as above specified. Dated this day of July, 2012 TITLE COMPANY: MADISON MAHWAH TITLE, LP Address: 1125 Ocean Avenue By; Suite 1009 Its: Lakewood, New Jersey 08701 EXHIBIT I(a) IN r,{ 9 a s s �- -4 4 • �` MIN M mom ,' r c� was � ' � df • � .�� vY - v A. i �0 a, • w EXHIBIT 1(b) VT V rA � �, Q„ �.. gar • �`;:. _ „r°0 � ' � } ye s• ` '� - � _ .: r. � m �`•+ .� `� � c`:'w fir+ ) ' � ..t �: AH ' L An a s e �� af Ail + zx:, phi s1oDIN J x'!S...4. yam.. ` "i 1; "�, G, �� +f � ,`;�cN •'" .:5 -f -- d.f Ak Cl s i k •� W 9 a. List of Permits 1)4- NUINKIN mu 11 all afg. : M Depiction of Remaining Parcels: ! r ��•� • �. 'may .�'�► / / � ' � ,x �!�p� q S EXHI BIT 1 RELEASE OF COVENANT I, Thomas L. Hedges, as the Executive Director of the Eagan Economic Development Authority hereby certifies that Paragon Outlets Eagan LLC has satisfied the requirements of Minn. Stat. §469.105, Subd (5) and the covenant described in that certain Limited Warranty deed dated and recorded on as Dakota County Recorder Document No. is hereby released and terminated. Eagan Economic Development Authority, By: Thomas L. Hedges Its: Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF DAKOTA ) This instrument was acknowledged before me this day of , 2012 by Thomas L. Hedges, the Executive Director of the Eagan Economic Development Authority. in EXHIBIT "A" TO REPURCHASE AGREEMENT Legal Description [LEGAL DESCRIPTION TO BE PROVIDED] qQ ENVIRONMENTAL ESCROW AGREEMENT This Environmental Escrow Agreement ( "Agreement ") is made as of , 2012, by and among Eagan Economic Development Authority, a public body corporate and politic and a political subdivision of the State of Minnesota ( "Seller "), Paragon Outlets Eagan LLC, a Delaware limited liability company and its assigns ( "Buyer "), and Madison Mahwah Title, LP, a New Jersey limited partnership ( "Title Company "). Seller and Buyer are parties to that certain Sale and Purchase Agreement dated , 2012, (the "Purchase Agreement ") regarding the property legally described on Exhibit A attached hereto and incorporated herein (the "Property "). Pursuant to Section 80) of the Purchase Agreement, it is agreed that the sum of $200,000 ( "Escrow Money ") shall be held back from the balance of the Purchase Price payable at closing and shall be held in escrow by Title Company as follows: 1. All of the Escrow Money shall be held in an FDIC insured interest bearing account with interest accruing to the benefit of Seller. 2. If any environmental response and /or remediation on the Property is necessary or advisable after the Closing Date for Buyer's intended use of the Property as a retail outlet shopping center (the "Project ") in order to comply with any Environmental Law (as defined in the Purchase Agreement), including without limitation any response costs and/or remediation that is necessary for the Minnesota Pollution Control Agency to issue a certificate of completion to Buyer for the Project, then Buyer may, from time to time, deliver to Title Company as provided in Section 5 of this Agreement a written request for reimbursement of the costs of such environmental response and /or remediation together with documentation that such costs are than due and payable. 3. If: (i) Title Company has not received notice of completion of all environmental response and/or remediation and a request by Buyer to release all of the Escrow Money on or before the date that is ninety (90) days after the opening of the Project to the public (the "Release Deadline "); and (ii) Title Company has not received written notice from Buyer extending the Release Deadline for a defined period of time not to exceed one (1) year, Seller may request release of all of such remaining Escrow Money by written request signed by Seller and delivered to Title Company and Buyer. Buyer shall have five (5) business days after receipt of such request to deliver an Objection Notice. If no Objection Notice is given by Buyer to the Title Company within such five (5) business day period, then Buyer shall be deemed to have approved the request and the Title Company shall thereafter disburse the remaining amount of the Escrow Money to Seller. 4. The amount or availability of the Environmental Escrow Account shall in no manner limit Seller's liability to Buyer under Section 80) of the Purchase Agreement or limit or impair Buyer's recovery from Seller under Section 80) of the Purchase Agreement. 5. Any notice required or permitted to be given under any provision of this Agreement shall be in writing and shall be deemed to have been given in accordance with this Agreement, if it is mailed, by United States certified mail, return receipt requested, postage prepaid; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Seller: Eagan Economic Development Authority 3830 Pilot Knob Road Eagan, Minnesota 55122 with a copy to : Dougherty, Molenda, Solfest, Hills & Bauer P.A. 7300 West 147th Street, Suite 600 Apple Valley, Minnesota 55124 Attention: Robert B. Bauer If to Buyer: Paragon Outlets Eagan LLC 21 st Floor 217 East Redwood Street Baltimore, Maryland 21202 Attention: Kelvin Antill, Development Partner Attention: Tom Burnside, General Counsel with a copy to: Larkin, Hoffman, Daly & Lindgren, Ltd. 1500 Wells Fargo Plaza 7900 Xerxes Avenue South Minneapolis, Minnesota 55431 Attention: Peter J. Coyle 26. If to Title Company: Madison Mahwah Title, LP 1125 Ocean Avenue, Suite 1009 Lakewood, New Jersey 08701 Notice shall be effective, and the time for response to any notice by the other party shall commence to run, one (1) business day after any such mailing or deposit. Any party may change its address for the service of notice by giving notice of such change to the other parties, in any manner above specified, ten (10) days prior to the effective date of such change. Notwithstanding the foregoing, any party may give any other party written notice hereunder by any means other than by United States registered or certified mail or overnight courier, which is reasonably calculated to reach the other party, including but not limited to hand delivery, email transmission or facsimile transmission, provided that any such notice shall be deemed to have been given and shall be effective only when actually received by the addressee, proof of which shall be furnished by the party sending such notice. 6. The sole duties of Title Company shall be those described herein. Title Company may conclusively rely upon and shall be protected in acting upon any notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties, consistent with reasonable due diligence on Title Company's part. Title Company shall have no duty or liability to verify any such notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Title Company shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If any dispute arises with respect to the disbursement of any monies, Title Company may continue to hold the same or commence an action in interpleader and in connection therewith remit the same to Dakota County District Court pending resolution of such dispute, and the parties hereto hereby indemnify and hold harmless Title Company for any action taken by it in good faith in the execution of its duties hereunder. Any dispute concerning this Agreement shall be venued in District Court in Dakota County, Minnesota, Title Company hereby consents to jurisdiction and venue in Dakota County, Minnesota. IN WITNESS WHEREOF, the parties have executed this Agreement. 27. KR Dated: Dated: Dated: Dated: Eagan Economic Development Authority By: Mike Maguire Its: President By: Thomas L. Hedges Its: Executive Director Paragon Outlets Eagan LLC By: (Print Name) Its: Madison Mahwah Title, LP By: (Print Name) Its: r: 101 EXHIBIT A To Environmental Escrow Agreement Legal Description [NEED DESCRIPTION] 91 �Oa EXHIBIT 8(k)(i) Location of Existin Storage Tanks [TO BE INSERTED] W 0 3 EXHIBIT 8(k)(ii) Location and Description of Removed or Filled Storage Tanks [TO BE INSERTED] 1414001.1 31, �o4 Agenda Information Memo Eagan Economic Development Authority Meeting July 17, 2012 F. OTHER BUSINESS There is no other business to come before the EDA at this time. G. ADJOURNMENT ACTION TO BE CONSIDERED To adjourn the Economic Development Authority meeting. icgs