Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
07/19/2016 - City Council Regular
AGENDA EAGAN CITY COUNCIL EAGAN MUNICIPAL CENTER BUILDING JULY 19, 2016 6:30 P.M. ROLL CALL AND PLEDGE OF ALLEGIANCE II. ADOPT AGENDA III. RECOGNITIONS AND PRESENTATIONS IV. CONSENT AGENDA (Consent items are acted on with one motion unless a request is made for an item to be pulled for discussion) A. APPROVE MINUTES B. PERSONNEL ITEMS C. APPROVE Check Registers D. APPROVE Contracts E. APPROVE Temporary On -Sale Liquor License and waive the license fee for St. John Neumann Catholic Church on August 13 and 14, 2016 at 4030 Pilot Knob Road F. APPROVE Exempt Permit for Faithful Shepherd Catholic School to hold a raffle on September 16, 2016 at 3355 Columbia Drive G. APPROVE Temporary On -Sale Liquor License and waive the license fee for Church of St. Thomas Becket on September 11, 2016 at 4455 South Robert Trial H. APPROVE Excluded Bingo Permit for Church of St. Thomas Becket to conduct bingo on September 11, 2016 at 4455 South Robert Trail I. APPROVE Premise Permit for Eagan High School Football Booster Club to conduct lawful gambling at New Bohemia Eagan, 1278 Town Centre Drive Suite 195 J. APPROVE Off -Sale Liquor License for Minnesota Fine Wines and Spirits, LLC doing business as Total Wine & More, 1440 Central Park Commons K. APPROVE On -Sale Liquor and Sunday Liquor License for Loco U&Me, LLC doing business as Valley Lounge, 3385 Sibley Memorial Highway L. APPROVE Professional Services Agreements with Thomas Ferber and Nancy Gibbs for temporary election consultation services M. AWARD, Contract 16-23, Country Hollow Lift Station Improvements N. APPROVE Change Order No. 2, Contract 15-23 — Well #3 Pumphouse Restoration 0. APPROVE Joint Powers Agreement for Traffic Signal Revisions with Dakota County and City of Mendota Heights (1-494 & Pilot Knob Road/ CSAH 31 Ramps) Project 1220 P. APPROVE Water Meter Surcharge Refund Q. APPROVE Final Payment for Contract 16-16 (Denmark Avenue Rain Garden Rehab) R. APPROVE Cost Share, Operation and Maintenance Agreement with Property Owner at 3669 Pinecrest Court S. SCHEDULE a Public Hearing to consider a business subsidy pursuant to Minnesota Statutes Sections 116J.993 to 116J.995 to J & J Solutions, Inc. d/b/a Corvida Medical, Inc T. APPROVE Final Subdivision for Willow Ridge U. APPROVE Final Plat for West End Trap Club V. PUBLIC HEARINGS A. VARIANCES to Parking Lot Setbacks — 3386 and 3390 Pilot Knob Road VI. OLD BUSINESS VII. NEW BUSINESS A. REZONING, PLANNED DEVELOPMENT and PRELIMINARY SUBDIVISION —Summerbrooke/ DR Horton, Inc. - a Rezoning from A, Agricultural to PD, Planned Development, a Preliminary Planned Development of 15 acres to allow 33 single family lots and a Preliminary Subdivision to create 33 single family lots located at 775 & 778 Diffley Road VIII. LEGISLATIVE / INTERGOVERNMENTAL AFFAIRS UPDATE IX. ECONOMIC DEVELOPMENT AUTHORITY A. CALL TO ORDER B. ADOPT AGENDA C. CONSENT AGENDA 1. APPROVE EDA Minutes 2. Approve Grant Contract, Minnesota Investment Fund Loan Agreement and other related documents with Prime Therapeutics and authorize the President and Executive Director to execute the same D. OLD BUSINESS E. NEW BUSINESS 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 X1. VISITORS TO BE HEARD (for those persons not on the agenda) XII. CLOSED SESSION XIII. ADJOURNMENT 4b� City of Eat Memo TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: CITY ADMINISTRATOR OSBERG DATE: July 15, 2016 SUBJECT: AGENDA INFORMATION FOR JULY 19, 2016 CITY COUNCIL MEETING ADOPT AGENDA After approval is given to the July 19, 2016 City Council agenda, the following items are in order for consideration. Agenda Information Memo July 19, 2016 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 5, 2016 regular City Council meeting as presented or modified. Attachments: (1) CA -1 July 5, 2016 Minutes MINUTES OF A REGULAR MEETINGS OF THE EAGAN CITY COUNCIL Eagan, Minnesota JULY 5, 2016 A Listening Session was held at 6:00 p.m. prior to the regular City Council meeting. Present were Mayor Maguire and Councilmembers Bakken, Fields, and Tilley. Councilmember Hansen was absent. Valerie Wagoner addressed the City Council regarding her concerns about the severe weather policy at Cascade Bay. A regular meeting of the Eagan City Council was held on Tuesday, July 5, 2016 at 6:30 p.m. at the Eagan Municipal Center. Present were Mayor Maguire and Councilmembers Bakken, Fields, and Tilley. Councilmember Hansen was absent. Also present were City Administrator Osberg, Assistant City Administrator Miller, Communications Director Garrison, Director of Community Development Hutmacher, City Planner Ridley, Director of Public Works Matthys, Director of Parks and. Recreation Pimental, Police Chief McDonald, Fire Chief Scott, City Attorney Dougherty, and Executive Assistant Stevenson. AGENDA Councilmember Fields moved, Councilmember Tilley seconded a motion to approve the agenda as presented. Aye:4 Nay:0 RECOGNITIONS AND PRESENTATION Fire Chief Scott recognized business owners Dan Sjolseth, Superior Service Center in Eagan, and Scott McClure, St. Paul Automotive, for their work on restoring Eagan's first fire truck named Jenny. CONSENT AGENDA Councilmember Fields moved, Councilmember Bakken seconded a motion to approve the Consent agenda as presented: Aye: 4 Nay: 0 A. It was recommended to approve the minutes of June 14 Special City Council meeting and June 21, 2016 regular City Council meeting as presented. B. Personnel Items: 1. It was recommended to hire seasonal and temporary employees: Aiden And rusko, Anusha Arcalgud, Lauren Boike, and Sara Brown. 2. It was recommended to hire a History Intern in the Communications Department, to be named. 3. It was recommended to hire a Part Time Recreation Tech, to be named. 4. It was recommended to accept the resignation of Dave Kurth, Part Time Custodian, and authorize the recruitment and replacement of this position. 5. It was recommended to hire Ceasar Page, Part Time Custodian. 6. It was recommended to accept the resignation of Emily Nicols and Ashley Becker, Guest Services Representatives and authorize the recruitment and replacement of these positions. 7. It was recommended to authorize the promotion of Dan Grounds to Full Time Custodian and authorize the replacement of a Part Time Custodian. City Council Meeting Minutes July 5, 2016 2 page 8. It was recommended to hire Johnathon Windgate, Part Time Custodian. 9. It was recommended to hire an E -TV Videographer, to be named. 10. it was recommended to hire a Field Utility Worker, to be named, to replace the position created by the transfer of Jeff Tisor to Production Utility Worker. 11. It was recommended to hire a Full Time Engineering Tech, to be named. C. It was recommended to ratify the check register dated June 17 and June 24, 2016 as presented. D. There were no contracts to consider at this time. E. It was recommended to accept the donation of dry land hockey equipment provided by the Eagan Hockey Association for use at the Civic Ice Arena. F. It was recommended to approve the City's participation as a partner providing in kind support and promotional marketing for programs associated with a 2016/2017 grant being applied for by ArtWorks Eagan. G. It was recommended to approve the prohibition of parking on the east side of Donald Avenue (Yankee Doodle Road to 150 feet north of Yankee Doodle Road) and authorize the Mayor and City Clerk to execute all related documents. H. It was recommended to schedule a public hearing to be held on July 19, 2016, to consider variances to parking lot setbacks for 3386 and 3390 Pilot Knob Road associated with Pilot Knob Road Corridor improvements (County Project 31-76 /City Project 1095). I. It was recommended to approve the Construction, Maintenance & Release Agreement with the Minnesota Department of Transportation (MnDOT) for the extension of Beverly Drive within MnDOT right-of-way in the City of Eagan, and authorize the Mayor and City Clerk to execute all related documents. J. It was recommended to approve the Joint Powers Agreement with the Minnesota Department of Transportation (MnDOT) and the Dakota County Transportation Department for Project 1213 (TH 77 and Diff ley Road — East and West Ramps Traffic Control Signals) within County right-of- way in the City of Eagan and authorize the Mayor and City Clerk to execute all related documents. K. It was recommended to approve a Cost Share, Operation and Maintenance Agreement with Mount Calvary Lutheran Church (3920 Rahn Road) to help implement a Parking Lot Bioretention Project through the Water Quality Cost -Sharing Partnership Program and authorize the Mayor and City Clerk to execute all related documents. L. It was recommended to approve the extension of the Purchase Agreement with GLG Properties ("Gertens") for the sale of Outlot I; Gopher Industrial Park 2nd Addition and directthe Advisory Planning Commission to review the conveyance as to compliance with the City's Comprehensive Plan. M. It was recommended to accept the resolution drafted and supported by the Energy and Environment Advisory Commission for pollinator friendly environmental care and support. There were no public hearings to be heard. PUBLIC HEARINGS OLD BUSINESS There were no old business items to be heard. City Council Meeting Minutes July 5, 2016 3 page NEW BUSINESS Conditional Use Permit— 3803 Blackhawk Ridge Place City Administrator Osberg introduced the item noting the applicant is proposing to construct an in - ground pool and pool deck on a single-family lot with the Shoreland Overlay District of Blackhawk. Shoreland zoning limits impervious coverage to a maximum of 25% of the lot size. The ordinance allows for impervious coverage above that amount with a Conditional Use Permit. City Planner Ridley gave a staff report and provided a site map. The applicant was present and available for questions. The Council discussed the Conditional Use Permit. Mayor Maguire opened the public comment. There being no public comment, he turned the discussion back to the Council. Councilmember Bakken moved, Councilmember Fields seconded a motion to approve a Conditional Use Permit to exceed 25% impervious surface coverage in a Shoreland Overlay District on a residential lot located at 3803 Blackhawk Ridge Place, subject to the following conditions as amended: Aye: 4 Nay: 0 1. This Conditional Use Permit shall be recorded at Dakota County within 60 days of approval by the City Council with the following exhibit: • Site Plan received May 31, 2016 2. The impervious surface of this lot shall not exceed 25.7% (4,969 square feet) per the Site Plan dated May 31, 2016. 3. Prior to the release of the Conditional Use Permit for recording, the applicant shall provide a $1,000 escrow deposit for inspection of the rain garden installation. 4. The proposed rain garden/infiltration basin shall be designed and constructed to effectively capture, retain and infiltrate 100% of the impervious runoff from the excess impervious surface total from a 1%, 24-hour, 7.47" rainfall event . 5. The proposed rain garden/infiltration basin shall be designed and installed according to the guidelines of the Minnesota Stormwater Manual and the City of Eagan Engineering Standards Manual, and shall be constructed so that basin has stable side slopes and that temporary ponded runoff has infiltrated below the surface within 48 hours after the end of any rain event. 6. The proposed rain garden/infiltration basin shall be designed to safely overflow to the front yard of the residence and shall not discharge into neighboring properties. 7. Prior to release of the Conditional Use Permit for recording, the Owner shall provide a detailed landscape plan for the proposed rain garden/infiltration basin that provides plant quantities and plant spacing that will ensure 80% plant coverage by the end of year 2 after planting. 8. Mitigative stormwater designs shall be reviewed and accepted by the City Engineering Division and the installation shall be subject to the issuance of a permit to work within the right of way and shall be inspected by City staff at the time of installation. 9. The Owner shall enter into a long-term stormwater facility inspection and maintenance agreement with the City of Eagan, in a form acceptable to the City Attorney, to be filed in the property records with the Dakota County Recorder's Office at the Owner's expense. 10. As -built drawings and capture volume measurements shall be provided to the City that verify City Council Meeting Minutes July 5, 2016 4 page minimum storage volume requirement is being met. 11. The Owner shall discharge water from the pool (including filter backwash) in a form and manner acceptable to the Water Resources Manager. Planned Development Amendment — Easter Lutheran Church City Administrator Osberg introduced the item noting the Council is being asked to consider a Planned Development Amendment. The church is proposing an update to their Mater Plan for future. expansions. Osberg noted the property is zoned PD, Planned Development. The Planned Development was established in 1996, amended in 1999 and the initial 15 -year term extended in 2010. City Planner Ridley gave a staff report and provided a site map. Mayor Maguire opened the 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 Planned Development Amendment to allow for a future building and parking expansion upon property located at 4545 Pilot Knob Road, subject to the following conditions: Aye: 4 Nay:O 1. The applicant shall enter into a Final Planned Development Agreement reflecting the existing conditions and proposed future improvement, and include the following exhibits: • Existing Conditions Site Plan • Master Plan Concept Site Plan 2. The Final Planned Development Agreement shall replace the prior Planned Development Agreements. 3. The term of the Planned Development shall be 15 years from the date of City Council approval. 4. The 1999 Conditional Use Permit allowing impervious coverage of greater than 25 percent within a Shoreland Overlay District shall be recorded with Dakota County in conjunction with the Planned Development Agreement, and documentation of its recording provided to the City. 5. Impervious surface coverage shall not exceed 35 percent of the net site area. 6. Consistent with the prior Planned Development approval, parking stalls may be 9' wide. 7. A Building Permit shall be obtained prior to construction of any structure. Future building. additions shall be architecturally compatible with the existing building and utilize similar materials. 8. Any building expansions shall provide screening of mechanical units in compliance with City Code. 9. This development shall meet the City's Post Construction Stormwater Management Requirements (City Code §4.34) for stormwater management and surface water quality, including Runoff Rate Control and 1.1" Volume Control on the site's new and fully -reconstructed impervious surface area (including effective soil remediation for the site's disturbed soils that are to be revegetated). Conditional Use Permit— Shingobee Builders, Inc. City Administrator Osberg introduced the item noting the property was zoned Limited Business in March 2016. The Council is being asked to consider a Conditional Use Permit to allow the development of a child daycare facility. City Council Meeting Minutes July 5, 2016 5 page City Planner Ridley gave a staff report and provided a site map. The applicant Jon Fahning, Shingobee Builders, provided additional information on the development. Mayor Maguire opened the public comment. The following residents addressed the Council and expressed concerns regarding parking, traffic, safety for residents and aesthetics of the proposed building: Mark Oliver, 4169 Knob Drive, Dennis Becker, 4143 Signal Point, Tony & Celeste Bour, 4161 Knob Drive, John Kemper, 4139 Signal Point, James Mariette, 4157 Knob Drive, Karen Piechler Shaw, 4165 Knob Drive. John O'Halloran, property owner, stated he has owned the property for 32 years and commented that he believes the proposed building is very attractive. Karen Piechler Shaw presented the Council with a petition and asked that it be part of the public record as objection to the application by Shingobee Real Estate Developers for a Conditional Use Permit related to the development of the property located at 4150 Knob Drive. The Council discussed the Conditional Use Permit request. Mayor Maguire moved, Councilmember Tilley seconded a motion to approve a Conditional Use Permit to allow the development of a child daycare facility upon property located at 4150 Knob Drive, subject to the following conditions: Aye: 4 Nay: 0 1. This Conditional Use Permit shall be recorded with the Dakota County Recorder's office within 60 days of approval by the City Council, with the following exhibits: • Site Plan dated June 17, 2016 2. There shall be no more than two school vans/buses kept on the property, and such vehicles must be parked within a standard parking stall. 3. The building shall meet City Code standards for exterior materials to be verified at the time of Building Permit application. 4. Building address numbers shall be reviewed for consistency with the standards in Section 2.78 of City Code, and new address number signs installed if necessary to achieve compliance. 5. The developer shall submit a revised Landscape Plan which includes automatic irrigation prior to release of the Conditional Use Permit for recording. 6. A financial guarantee for installation of the landscaping shall be provided in accordance with the City's landscape ordinance at the time of Building Permit. 7. The trash enclosure shall be constructed of brick to match the building, with an opaque gate that is compatible with the building finish materials. 8. All public and private streets, drainage systems, and utilities necessary to provide service to this development shall be designed and certified by a registered professional engineer in accordance with City adopted codes, engineering standards, guidelines, and policies. 9. A detailed land disturbance and erosion control plan shall be prepared in accordance with current City land disturbance and erosion control regulations and submitted prior to any site disturbance. 10. All erosion/sediment control plans submitted for development and grading permits shall be prepared by a designer who has received current Minnesota Department of Transportation (MNDOT) training, or approved equal training as determined by the City Engineer in designing stormwater pollution prevention plans. Also, all personnel responsible for the installation of City Council Meeting Minutes July 5, 2016 6 page erosion/ sediment control devices, and the establishment of vegetation for the development, shall have received Erosion/Sediment Control Inspector/Installer certification through the University of Minnesota, or approved equal training as determined by the City Engineer. 11. This development shall meet the City's Post Construction Stormwater Management Requirements (City Code §4.34) for stormwater management and surface water quality, including Runoff Rate Control and 1.1" Volume Control on the site's new and fully -reconstructed impervious surface area (including effective soil remediation for the site's disturbed soils that are to be revegetated). 12. Prior to receiving city approval to permit land disturbing activity, the developer shall provide the City with soil boring logs from a minimum of two soil -borings within any proposed infiltration area, extending a minimum of 10' below the bottom of the proposed infiltration feature, to evaluate and ensure suitability for infiltration. If the soil boring logs indicate incompatibility of existing sub -soil permeability with the submitted and reviewed design plans for meeting volume control requirements, the developer shall revise the design and/or construction plans (e.g. over- excavation/soil-amendment depth, etc.) to ensure volume control requirements are fully met. 13. Prior to receiving city approval to permit land disturbing activity, the developer shall provide construction details of any proposed infiltration practice for City review/acceptance by the City Engineer. Construction details shall include infiltration basin cross-section(s), construction sequencing/protection notes, sizing/volume tables, details for stable inlet, overflows, outlets, unobstructed maintenance access areas to inlet/outlet, soil amendment criteria, planting plans/details, etc., to ensure infiltration practice is properly designed, constructed, planted, and adequately protected during / after construction to prevent clogging, and able to be properly maintained (e.g. unobstructed equipment access, etc.) to function as intended. These graphical details and notes shall be prominently included in all applicable plan sheets (e.g. Erosion & Sediment Control Plan, Grading & Drainage Plan, Utility Plan, Landscape Plan, etc.). 14. Prior to receiving city approval to permit land disturbing activity, the developer shall provide detailed Soil Management Strategies for City review, and acceptance by the City Engineer, that provide for assurances that by final grading the disturbed areas that are to be revegetated will have protected and/or restored soil permeability to non -compacted soil conditions, to comply with Volume Control requirements. These graphical details and notes on soil protection/restoration shall be included in the Stormwater Management Plan and prominently included in all applicable plan sheets (e.g. Erosion & Sediment Control Plan, Grading & Drainage Plan, Utility Plan, Landscape Plan, etc.). 15. Prior to receiving city approval to permit land disturbing activity, the property owner shall enter into a long-term stormwater management system maintenance agreement with the City, detailing the inspection and maintenance required to ensure proper operation and performance of the permanent stormwater management system, in a form acceptable to the City Attorney. 16. During infiltration practice over -excavation and sub -soil work, the developer shall ensure that a Certified Soil Scientist will be present to verify and document that infiltration practice area sub- soils are suitable for a saturated condition infiltration rate of 1 -inch per hour or greater (but less than 8.0 -inch per hour). If the sub -soil infiltration rates are less than 1 -inch per hour (or greater than 8.0 -inch per hour), the developer shall immediately notify the City Engineer and revise the volume control practice(s) as necessary (e.g. over-excavation/soil-amendment depth, etc.) to ensure volume control requirements are fully met. At completion of final grading within the infiltration basin, but prior to planting, the applicant shall ensure that a soil scientist will be present to verify and document that the infiltration practice is suitable to infiltrate a minimum of 1 -inch per hour or greater in saturated conditions. Documentation shall be provided to the City within 48 -hours after infiltration testing. The developer shall provide the City with 24-hour City Council Meeting Minutes July 5, 2016 7 page advance notice of the occurrence of soil infiltration observation and verification. 17. Before the city issues a Certificate of Occupancy on the development site, the developer shall provide the City Engineer as -built plans that demonstrate that all constructed stormwater conveyance structures, stormwater management facilities (sump, infiltration practice, etc.), and soil management strategies conform to design and/or construction plans, as approved by the City. As -built volumes (for retention) shall be provided for the infiltration practice. Documentation shall be provided to verify soil management strategy compliance. The developer shall submit to the City Engineer certification that the stormwater management facilities have been installed in accord with the plans and specifications approved. This certification shall be provided by a Professional Engineer licensed in the State of Minnesota. 18. This developer shall provide hydrant spacing and locations in accordance with City Fire Department and Public Works standards. 19. The developer shall submit a proposal/infrastructure plan to be approved by staff to provide telecommunications fiber to the premises(FTTP). The development shall include the installation of fiber optic cable, or a conduit for future installation, in its construction plans at the time of Building Permit. 20. The developer shall be responsible to restore the street, curb and gutter, and boulevard in a manner acceptable to the City Engineer. 21. The developer shall be responsible for the acquisition of all regulatory agency permits required by the affected agency prior to the issuance of a building permit. 22. The development is subject to cash park and trail dedications payable at the time of Building Permit at the rates then in effect. Conditional Use Permit— Matheson Gas City Administrator Osberg introduced the item noting the Council is being asked to consider a Conditional Use Permit to allow the outdoor storage of compressed and liquefied gases, storage buildings, as well as vehicles and trailers, on property located at 3191 Mike Collins Drive. City Planner Ridley gave a staff report and provided a site map. The applicant, Mike Summerbell, was present and available for questions. The Council discussed the Conditional Use Permit request. Mayor Maguire opened the public comment. There being no public comment, he turned the discussion back to the Council Councilmember Bakken moved, Councilmember Fields seconded a motion to approve a Conditional Use Permit to allow the outdoor storage of compressed and liquefied gases, storage buildings, as well as vehicles and trailers, on property located a 3191 Mike Collins Drive, subject to the following conditions: Aye: 4 Nay: 0 1. This Conditional Use Permit shall be recorded at Dakota County within 60 days of approval by the City Council and proof of its recording provided to the City. 2. The Site Plan shall be revised to incorporate the outdoor storage areas 1-3, 10 vehicle/trailer parking location and bollards onto one single plan. City Council Meeting Minutes July 5, 2016 8 page 3. The outdoor storage shall be limited to those items identified, and located as illustrated, on the Site Plan dated April 29, 2016, as revised. 4. The applicant shall install bollards per the revised Site Plan, prior to the placement of the outdoor storage items. 5. No additional outdoor storage shall be allowed. 6. All parking and storage areas shall be properly maintained to prevent deterioration. 7. The chain link and barbed wire fence shall not exceed 7 feet in height. 8. The applicant shall plant the six, 8' Black Hills Spruce per the Landscape Plan prior to October 31, 2016. 9. This CUP is intended and shall supersede and replace any and all Conditional Use Permits previously issued to the Property. LEGISLATIVE / INTERGOVERNMENTAL AFFAIRS UPDATE There was no legislative/intergovernmental affairs update. ADMINISTRATIVE AGENDA CITY COUNCIL Mayor Maguire thanked the Funfest Committee, staff and volunteers for their role in making the Fourth of July Funfest a successful event. VISITORS TO BE HEARD Mayor Maguire noted it has been past practice and policy that during election years, from the opening of the Council candidate filing period through the November election, the Visitors to be Heard segment of the meeting shall occur for a period of time not to exceed ten minutes and will not be televised. There were no visitors to be heard. ADJOURNMENT Councilmember Tilley moved, Councilmember Bakken seconded a motion to adjourn the meeting at 8:22 p.m. Aye: 4 Nay: 0 Date Mayor City Clerk Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA B. Personnel Items ITEM 1. Action To Be Considered: Authorize hiring of the following seasonal and temporary employees for the summer of 2016: Klein, Michael T Park Laborer Wallner, Brady R Pool Attendant Cumming, Mitchell J Pool Attendant Salage, Kyle T Temp Election Asst Mccoy, Molly K Pool Attendant Anderson, Trevor T Pool Attendant Brown, Joshua C Pool Attendant Arguelles, Dorea E Specialty Instructor 2 Johnson -Macpherson, lack W Pool Attendant Johnson, Mara M Pool Attendant ITEM 2. Action To Be Considered: Authorize hiring PT Custodian — ECC, Marvel Hughes. Facts: ➢ This position was approved for replacement on 7/5/16. ITEM 3. Action To Be Considered: Authorize the hiring of a FT Engineering Tech, to be named. Facts: ➢ This position was approved for replacement on 3/14/16. ITEM 4. Action To Be Considered: Authorize the hiring of a FT Fire Fighter, to be named. Facts: ➢ This position was approved for replacement with the expiration of the SAFER Grant. INFORMATIVE: ➢ Daniella Kor has been hired as the PT Recreation Technician IV o This was approved 7/5/16 ➢ Emily Heimerman has been hired as the History Intern o This was approved 7/5/16 ➢ Nicholas Griffin has been hired as a Utility Maintenance Worker o This was approved 5/17/16 Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA C. Ratify Check Registers Action To Be Considered: To ratify the check register dated July 1 and July 8, 2016 as presented. Attachments: (2) CC -1 Check register dated July 1, 2016 CC -2 Check register dated July 8, 2016 Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA D. Approve Contracts Action To Be Considered: To approve the ordinary and customary contract listed below. Facts: ➢ The contract listed below is in order for Council approval. Following approval, the contract will be electronically executed by the Mayor and City Clerk. Contracts to be approved: ➢ Partnership Program Client Agreement with Pros of the Rope, LLC for youth and adult programming services Attachments: (0) The contract is available from the City Clerk's Office. Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA E. Approve a Temporary On -Sale Liquor License and waive the license fee for St. John Neumann Catholic Church on August 13 and 14, 2016 at 4030 Pilot Knob Road. Action To Be Considered: To approve a temporary on -sale liquor license and waive the license fee for St. John Neumann Catholic Church on August 13 and 14, 2016 at 4030 Pilot Knob Road. Facts: ➢ St. John Neumann Catholic Church has requested a temporary on -sale liquor license be issued to them for their annual Parish Picnic on August 13 and 14, 2016. The event will be held on the Church grounds, located at 4030 Pilot Knob Road. ➢ St. John Neumann Catholic Church has requested that the $150.00 license fee be waived. ➢ The application form has been submitted and deemed in order by staff. Following Council approval, the application will be forwarded to the Department of Public Safety—Alcohol and Gambling Enforcement Division for final approval. Attachments: (1) CE -1 Letter from SJN O 9V%Ir-)1OR 9 � r H xrm�o ST. JOHN NEUMANN CATHOLIC CHURCH / m ST. JOHN NEUMANN CATHOLIC CHURCH July 1, 2016 The Honorable Mike.Maguire Mayor of Eagan and Members of City Council Eagan City Hall 3830 Pilot Knob Road Eagan, MN 55122 Dear Mayor Maguire and Members of City Council, I am writing to request a waiver of the $150 Liquor License Application Fee. The license is for the St. John Neumann annual Parish summer picnic on August 13 and 14. The Picnic is 6:30 — 9:00 pm on Saturday August 13 and Sunday August 14 from 1:00--4:00 pm. Beer will be offered for sale only during those hours. Many of our events are offered at no charge to our parishioners so a waiver of the $150.00 fee would be greatly appreciated. Thank you for your consideration and we look forward to your response. Respectfully, Sue Reinart Business Administrator St. John Neumann Church 4030 Pilot Knob Road I Eagan MN 55122-1898 1 phone 651.454.2079 1 fax 651.454.0860 1 www.sjn.org Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA F. Approve Exempt Permit for Faithful Shepherd Catholic School to hold a raffle on September 16, 2016 at 3355 Columbia Drive Action To Be Considered: To adopt a resolution approving an Exempt Permit for Faithful Shepherd Catholic School to conduct a raffle on September 16, 2016 at 3355 Columbia Drive. Facts: ➢ Faithful Shepherd Catholic School has applied for an Exempt Permit with the Gambling Control Board to hold a raffle as listed above. ➢ All requirements for the application have been met and staff deems it in order for approval. Attachments: (1) F-1 Resolution RESOLUTION NO. _ CITY OF EAGAN APPLICATION FOR EXEMPT PERMIT FAITHFUL SHEPHERD CATHOLIC SCHOOL WHERAS, Faithful Shepherd Catholic School has applied for an Exempt Permit to conduct a raffle on September 16, 2016; and WHEREAS, the Eagan Police Department has reviewed the application and has not identified any reason to deny; and NOW, THEREFORE, BE IT RESOLVED that the City Council of Eagan, Dakota County, Minnesota, hereby approved the Exempt Permit for Faithful Shepherd Catholic School to conduct a raffle on September 16, 2016 at 3355 Columbia Drive. Motion by: Seconded by: Those in favor: Those against: Date: July 19, 2016 CERTIFICATION CITY OF EAGAN CITY COUNCIL By: Its Mayor Attest: Its Clerk I, Christina M. Scipioni, 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 19th day of July, 2016. City Clerk Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA G. Approve a Temporary On -Sale Liquor License and waive the license fee for Church of St. Thomas Becket on September 11, 2016 at 4455 South Robert Trail. Action To Be Considered: To approve a temporary on -sale liquor license and waive the license fee for Church of St. Thomas Becket on September 11, 2016 at 4455 South Robert Trail. Facts: ➢ The Church of St. Thomas Becket has requested a temporary on -sale liquor license be issued to them for their Fall Festival on September 11, 2016. The event will be held on the Church grounds, located at 4455 South Robert Trail. ➢ The Church of St. Thomas Becket has requested that the $150.00 license fee be waived. ➢ The application form has been submitted and deemed in order by staff. Following Council approval, the application will be forwarded to the Department of Public Safety — Alcohol and Gambling Enforcement Division for final approval. Attachments: (1) CG -1 Letter from St. Thomas CATHOLIC COMMUNITY OF Saint Thomas Becket City of Eagan City Council June 23, 2016 To Whom it May Concern: We would like to request a waiver from the $150 liquor license fee for our St. Thomas Becket Fall Festival, which will be held Sunday, September 11 from 12 p.m. to 4 p.m. Although we hope to make a small profit, this event is largely a community -building event, and any financial help would be appreciated. Thank you for your consideration, Karen Maza Business Administrator 4455 South Robert' NII • Sagan, :Minnesota 66123 + .phone 651.683:5808 a Pax 651,683,0361 0 www.st,tbomosbeaket.org Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA H. Approve Excluded Bingo Permit for Church of St. Thomas Becket to conduct bingo on September 11, 2016 at 4455 South Robert Trail Action To Be Considered: To adopt a resolution approving an Excluded Bingo Permit for the Church of St. Thomas Becket to conduct bingo on September 11, 2016 at 4455 South Robert Trail. Facts: ➢ The Church of St. Thomas Becket has applied for an Excluded Bingo Permit with the Gambling Control Board to conduct bingo as listed above. ➢ All requirements for the application have been met and staff deems it in order for approval. Attachments: (1) CH -1 Resolution RESOLUTION NO. _ CITY OF EAGAN APPLICATION FOR EXCLUDED BINGO PERMIT CATHOLIC COMMUNITY OF ST. THOMAS BECKET WHERAS, the Catholic Community of St. Thomas Becket has applied for an Excluded Bingo Permit to conduct bingo on September 11, 2016; and WHEREAS, the Eagan Police Department has reviewed the application and has not identified any reason to deny; and NOW, THEREFORE, BE IT RESOLVED that the City Council of Eagan, Dakota County, Minnesota, hereby approved the Excluded Bingo Permit for the Catholic Community of St. Thomas Becket to conduct bingo on September 11, 2016 at 4455 South Robert Trail. Motion by: Seconded by: Those in favor: Those against: Date: July 19, 2016 CERTIFICATION CITY OF EAGAN CITY COUNCIL By: Its Mayor Attest: Its Clerk I, Christina M. Scipioni, 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 19th day of July, 2016. City Clerk Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA I. Approve Premise Permit for the Eagan High School Football Booster Club to conduct lawful gambling at New Bohemia Eagan, 1278 Town Centre Drive Suite 195 Action To Be Considered: To adopt a resolution approving a Premise Permit for the Eagan High School Football Booster Club to conduct lawful gambling at New Bohemia Eagan, 1278 Town Centre Drive Suite 195 Facts: ➢ Peter Busch, Gambling Manager of the Eagan High School Football Booster Club, has applied for a premise permit to conduct a lawful gambling operation at New Bohemia Eagan, 1278 Town Centre Drive Suite 195. The Police Department conducted a background investigation of the gambling manager and found no reason to deny the application. Attachments: (1) CI -1 Resolution RESOLUTION NO. _ CITY OF EAGAN PREMISE PERMIT FOR THE EAGAN HIGH SCHOOL FOOTBALL BOOSTER CLUB TO CONDUCT LAWFUL GAMBLING AT NEW BOHEMIA EAGAN WHERAS, the Eagan High School Football Booster Club has applied for a premise permit for a lawful gambling operation at New Bohemia Eagan, 1278 Town Centre Drive Suite 195; and WHEREAS, the Eagan Police Department has reviewed the application and has not identified any reason to deny; and NOW, THEREFORE, BE IT RESOLVED that the City Council of Eagan, Dakota County, Minnesota, hereby approved the Eagan High School Football Booster Club application for a premise permit at New Bohemia Eagan, 1278 Town Centre Drive Suite 195. Motion by: Seconded by: Those in favor: Those against: Date: July 19, 2016 CERTIFICATION CITY OF EAGAN CITY COUNCIL By: Its Mayor Attest: Its Clerk I, Christina M. Scipioni, 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 19th day of July, 2016. City Clerk Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA Approve Off -Sale Liquor License for Minnesota Fine Wines & Spirits, LLC doing business as Total Wine & More, 1440 Central Park Commons. Action To Be Considered: To approve an Off -Sale Liquor License for Minnesota Fine Wines & Spirits, LLC doing business as Total Wine & More, located at 1440 Central Park Commons. Facts: ➢ Minnesota Fine Wines & Spirits, LLC, has applied for an Off -Sale Liquor License for a new store to be located at 1440 Central Park Commons. Background checks have been conducted on: David Trone and Robert Trone who are Class A Managing Members; George Mavrikes, John Trone, and John Jordan who are trustees of the Class B Members; and Jeanne McAndrews, who is the on-site store manager. ➢ All required documents have been submitted, reviewed and deemed in order by City staff and the Police Department. Attachments: (0) Cheryl Stevenson From: Tom Harris <thomasdharris@hotmail.com> Sent: Tuesday, July 19, 2016 2:53 PM To: Christina Scipioni; City Council Subject: Total Wine off -sale liquor license application Hello - I hope you read this and take it to heart. I am thankful to have the opportunity to voice my opinion on this matter. I am an Eagan resident and I have very strong negative beliefs and feelings about the effect of a corporation such as Total Wine to other small businesses as well as to the scope of Eagan and it's residents in general. Total Wine destroys local, small, independent businesses through predatory pricing (I still can't figure out how they get away with this; selling products BELOW cost is illegal in many states, is it in MN?), bait and switch practices in their stores (being "out of stock" on brands they advertise below cost and then talking the customer into buying a Total Proprietary brand that is marked up hundreds of percent), using their buying power to demand special attention and work from distributors, such as daily filling of stock as well as holidays and weekends, that other stores do not get (another practice I don't understand how they get away with since it is against MN law), demanding pricing that is BELOW the 25c maximum (MN STATUE 340A.312 subdivision "Volume prices. A variable volume price offered by a wholesaler to a licensed retailer on sales of distilled spirits or wine may not be for a quantity of more than 25 cases" --Total Wine receives pricing much lower than the 25c max) and generally creating an unequal and, by my understanding of MN Alcohol law, illegal playing field. It would be devastating for many small businesses to have them enter the Eagan market. The playing field is not level between this company and others in it's industry and the laws in place to maintain a competitive fairness are not followed. Total Wine does NOT need another Twin Cities Metro location to squeeze more competitors out. They already have 5 or 6 locations. They are a giant liquor retailer formed by millionaire east coast lawyers. They don't need more. They don't need to wipe out more small businesses with these business practices and monopolize the liquor retail industry. They are the largest independent liquor retailer in the country with over $213illion in 2015 revenue. This is a prime example of the filthy rich (i.e the owners of Total Wine) getting even more rich through a business that skirts policy and law while demanding unique and unlawful treatment and pricing from it's distributors resulting in the squeezing out of hard working local small business owners who are not given the same opportunities. I was finally able to speak with a MN Alcohol and Gambling department representative this afternoon. They stated there are MANY complaints about the above issues and Total Wine. Stores have not filed official complaints since they are afraid of bullying from Total. "It's a David and Goliath scenario". Total Wines owners are big shot east coast lawyers and clearly aren't afraid to manipulate laws, scenarios, statutes for their gain. Smaller stores are afraid they will be bullied or have legal action taken upon them if they formally complain. I urge you to deny this license. Let's keep locally owned businesses a part of our community instead of sending our retail dollars elsewhere. Why my city, Eagan, would allow the trend of allowing companies like Total Wine to continue their monopolizing is beyond me. I apologize for not being there in person to convey my feelings, give a statement, or to clarify what I've written. I received noticed Friday that this meeting was taking place today and am unable to free up Tuesday evening to attend. I appreciate your attention to this matter. Tom Harris Waterford Dr Eagan, MN Cheryl Stevenson From: Ann Bell <annahues@msn.com> Sent: Tuesday, July 19, 2016 7:09 PM To: City Council Subject: Total Wine Hello, I am a tax paying resident in the city of Eagan. I am against Total Wine coming to our community. They are not a business model that I want my city and tax dollars to be part of. Thank you, Ann Bell 957 Waterford Dr W Eagan, MN 55123 Cheryl Stevenson From: mspstp99 mspstp99 <mspstp99@outlook.com> Sent: Wednesday, July 20, 2016 10:25 AM To: City Council Subject: Total Wine in Eagan, MN Hello, I am a tax paying resident in the city of Eagan and a business owner in Eagan. I am against Total Wine coming to our community. They are not a business model that I want my city and tax dollars to be part of. They are a small business killer do not approve there city permit. Thank you, David Bell 957 Waterford Dr W Eagan, MN 55123 Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA K. Approve On -Sale Liquor and Sunday Liquor License for Loco U&ME, LLC doing business as Valley Lounge, 3385 Sibley Memorial Highway. Action To Be Considered: To approve an On -Sale Liquor and Sunday Liquor License for Loco U&ME, LLC doing business as Valley Lounge, located at 3385 Sibley Memorial Highway. Facts: ➢ Linda Young and Charles Burrows, owners of Loco U&ME, LLC, have applied for an On -Sale Liquor and Sunday Liquor License. ➢ Loco U&ME, LLC is purchasing the Valley Lounge, located at 3385 Sibley Memorial Highway. ➢ All required documents have been submitted, reviewed and deemed in order by City staff and the Police Department. Attachments: (0) Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA L. Approve Professional Services Agreements with Thomas Ferber and Nancy Gibbs for temporary election consultation services. Action To Be Considered: To approve Professional Services Agreements with Thomas Ferber and Nancy Gibbs for temporary election consultation services. Facts: ➢ The City Clerk will be on a leave of absence this fall. ➢ Thomas Ferber, former Bloomington City Clerk, and Nancy Gibbs, former Richfield City Clerk, have agreed to provide election consultation services while the City Clerk is on leave. These services will augment existing staff resources and ensure continuity of operations in the City Clerk's absence. Attachments: (1) CL -1 Agreements PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into between the City of Eagan, a Minnesota municipal corporation ("the City") and Nancy Gibbs ("Consultant"). Collectively, the City of Eagan and Nancy Gibbs shall be known as the "Parties." WHEREAS, the City requires temporary assistance for running the 2016 election process; and WHEREAS, Consultant is willing to provide such services for compensation. NOW, THEREFORE, In consideration of the terms and conditions herein, the Parties agree as follows: 1. SERVICES TO BE PROVIDED BY CONSULTANT. In accordance with the terms of this Agreement, Consultant agrees to provide consultation services and support to the City's clerk staff on an as -needed basis during the term of this Agreement related to the management of the 2016 election process, which shall include, but is not limited to, supervising clerk staff, reviewing work, providing advice, attend necessary training, and coaching clerk staff on best practices to assure adherence to election laws, rules, and deadlines. 2. SCHEDULE. Consultation services shall be scheduled at mutually agreed upon times between the Parties. 3. PAYMENT. City agrees to pay Consultant a rate of $35.00 per hour for services provided in accordance with this Agreement. The Consultant shall keep track of hours worked and bill the City at the end of each month. 4. TERM AND TERMINATION. The term of this Agreement is effective August 1, 2016 and shall expire on November 15, 2016. This Agreement may be terminated at any time before November 15, 2016 by either party upon five (5) days written notice of termination. 5. RELATIONSHIP OF PARTIES. Nothing herein shall be construed to create any relationship or contract of employer and employee or agent and principal. The City will not withhold or pay any income, unemployment, Social Security, or Medicare taxes on payments to Contractor. Contractor shall maintain her own applicable insurance. Consultant shall possess her own tools, including phone and computer, to perform the necessary tasks. If Consultant requires any assistance, Consultant shall pay for such assistance. Consultant will not receive any 1 employee benefits, Public Employee Retirement Association ("PERA") benefits, or Social Security contributions. Contractor will not be covered by Worker's Compensation through the City. 6. NO ASSIGNMENT. Consultant shall not assign this Agreement. 7. NOTICES. Any notices required pursuant to this Agreement shall be mailed to the Parties at the following addresses: As to Consultant: Nancy Gibbs As to the City: City of Eagan Attention: 3830 Pilot Knob Road Eagan, MN 55122 8 ENTIRE AGREEMENT. The terms and conditions set forth herein constitute the entire understanding of the Parties relating to the provision of services by Consultant to Client. This Agreement may be amended only by a written instrument signed by both Parties. 9. MISCELLANEOUS. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than City and Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of City and Consultant and not for the benefit of any other party. If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the Parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision with comes as close as legally possible to expressing the intention of the stricken provision. This Agreement is governed by the laws of the State of Minnesota and any legal action brought shall be brought in Dakota County, Minnesota. 2 IN TESTIMONY HEREOF, the duly authorized representatives of the Parties have executed this Agreement as shown below: City of Eagan (City): am Mike Maguire Its: Mayor Date: By: Date: Christina M. Scipioni Its: Clerk Nancy Gibbs (Consultant) 9 Date: PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into between the City of Eagan, a Minnesota municipal corporation ("the City") and Thomas P. Ferber, MMC ("Consultant"). Collectively, the City of Eagan and Thomas P. Ferber shall be known as the "Parties." WHEREAS, the City requires temporary assistance for running the 2016 election process; and WHEREAS, Consultant is willing to provide such services for compensation. NOW, THEREFORE, In consideration of the terms and conditions herein, the Parties agree as follows: 1. SERVICES TO BE PROVIDED BY CONSULTANT. In accordance with the terms of this Agreement, Consultant agrees to provide consultation services and support to the City's clerk staff on an as -needed basis during the term of this Agreement related to the management of the 2016 election process, which shall include, but is not limited to, supervising clerk staff, reviewing work, providing advice, attend necessary training, and coaching clerk staff on best practices to assure adherence to election laws, rules, and deadlines. 2. SCHEDULE. Consultation services shall be scheduled at mutually agreed upon times between the Parties. 3. PAYMENT. City agrees to pay Consultant a rate of $35.00 per hour for services provided in accordance with this Agreement. The Consultant shall keep track of hours worked and bill the City at the end of each month. 4. TERM AND TERMINATION. The term of this Agreement is effective August 1, 2016 and shall expire on November 15, 2016. This Agreement may be terminated at any time before November 15, 2016 by either party upon five (5) days written notice of termination. 5. RELATIONSHIP OF PARTIES. Nothing herein shall be construed to create any relationship or contract of employer and employee or agent and principal. The City will not withhold or pay any income, unemployment, Social Security, or Medicare taxes on payments to Contractor. Contractor shall maintain his own applicable insurance. Consultant shall possess his own tools, including phone and computer, to perform the necessary tasks. If Consultant requires any assistance, Consultant shall pay for such assistance. Consultant will not receive any employee benefits, Public Employee Retirement Association ("PERA") benefits, or Social Security contributions. Contractor will not be covered by Worker's Compensation through the City. 6. NO ASSIGNMENT. Consultant shall not assign this Agreement. 7. NOTICES. Any notices required pursuant to this Agreement shall be mailed to the Parties at the following addresses: As to Consultant: Thomas P. Ferber, MMC 1518 Wellington Way Eagan, MN 55122 As to the City: City of Eagan Attention: 3830 Pilot Knob Road Eagan, MN 55122 8 ENTIRE AGREEMENT. The terms and conditions set forth herein constitute the entire understanding of the Parties relating to the provision of services by Consultant to Client. This Agreement may be amended only by a written instrument signed by both Parties. 9. MISCELLANEOUS. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than City and Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of City and Consultant and not for the benefit of any other party. If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the Parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision with comes as close as legally possible to expressing the intention of the stricken provision. This Agreement is governed by the laws of the State of Minnesota and any legal action brought shall be brought in Dakota County, Minnesota. 2 IN TESTIMONY HEREOF, the duly authorized representatives of the Parties have executed this Agreement as shown below: City of Eagan (City): IN RIN Mike Maguire Its: Mayor Christina M..Scipioni Its: Clerk Thomas P. Ferber, MMC (Consultant) Date: Date: Date: Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA M. Contract 16-23, Country Hollow Lift Station Sanitary Sewer Improvements Action To Be Considered: Receive bids for City Contract 16-23 (Country Hollow Lift Station - Sanitary Sewer Improvements), award a contract to G.F. Jedlicki, Inc., for the bid amount of $326,995.00, and authorize the Mayor and City Clerk to execute all related documents. Facts: ➢ Contract 16-23 provides for the upgrade to the Country Hollow Lift Station, an existing sanitary sewer lift station located at 4183 Prairie Ridge Road in the Country Hollow subdivision, east of Dodd Road and north of Diffley Road, as programmed for 2016 in the City's 5 -Year Capital Improvement Program for Public Works Infrastructure, Part III, (2016-2020), as adopted by the City Council on June 2, 2015. ➢ On June 21, 2016, the City Council approved the plans and specifications and authorized an advertisement for bids for July 14, 2016. ➢ All of the construction activity for said improvements has been designed to occur within public right-of-way or public easements. ➢ All bids have been reviewed for compliance with the bid specifications and accuracy on unit price extensions and summations. The base bid of $326,995.00 from G.F. Jedlicki, Inc. has been reviewed by the Public Works Department (Utilities Division) and is in order for favorable Council action. Attachments (1) CM -1 Bid Summary BID SUMMARY COUNTRY HOLLOW LIFT STATION SANITARY SEWER IMPROVEMENTS CITY PROJECT NO. 1210 CITY CONTRACT NO. 16-23 Bid Date/ Time: 1:00 p.m., Thursday July 14, 2016 Estimate: $370,000 7/14/2016 Total Over/Under Contractors Base Bid Estimate G.F. Jedlicki $ 326,995.00 -12% Meyer Construction $ 338,866.00 -8% Minger Contracting Co. $ 349,750.00 -5% Pember Companies $ 411,000.00 11% Northdale Construction Co. $ 433,000.00 17% Geislinger & Sons $ 445,000.00 20% 7/14/2016 Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA N. Contract 15-23, Well No. 3 Restoration Change Order No. 2 Action To Be Considered: Approve Change Order No. 2 to Contract 15-23 (Well No. 3 Restoration — Water System Improvements) and authorize the Mayor and City Clerk to execute all related documents. Facts: ➢ Contract 15-23 provides for the restoration and repair of Well No. 3. The well, and the associated well house, is one of the City's oldest wells. The well has been out of service since the end of summer 2014 with a broken pumping system. The proposed improvements address the unexpected failure of the pumping system and the practical replacement of related appurtenances. ➢ Change Order No. 2 provides for the following: o Replacement of well column sections, a bearing, and coupling reducer. Portions of the existing column pipe were corroded and needed to be removed in order to remove the well pump. (ADD $5,301.45). ➢ The change order provides for an additional cost of $5,301.45 (or 1.6% of original bid) to the contract, and will be the responsibility of the Utilities Trunk Fund. The cost of the additional work is consistent with bid prices received for relevant bid items on other projects within the city. ➢ This Change Order has been reviewed by the Public Works Department (Engineering and Utilities Divisions) and found to be in order for favorable Council action. Attachments (0) Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA O. Project 1220, Pilot Knob Road (CSAH 31) &J-494 Ramps Traffic Signal Revisions Action To Be Considered: Approve a Joint Powers Agreement with the Dakota County Transportation Department and the City of Mendota Heights for Project 1220, Pilot Knob Road (CSAH 31) & 1-494 - Traffic Signal Revisions, and authorize the Mayor and City Clerk to execute all related documents. Facts: ➢ On June 2, 2015, the City Council adopted the 5 -year Capital Improvement Plan (CIP) for Public Works Infrastructure, Part III (2016-2020) and authorized the initiation of the public improvement process for the 2016 programmed improvements. ➢ The CIP (2016-2020) included revisions to the existing traffic signal at Pilot Knob Road (CSAH 31) & I-494 south ramp (County Project 31-81), all within County right-of-way within the City of Eagan. The revisions include flashing yellow arrow installation, pedestrian countdown indicators, and timing interconnections with adjacent signals in their respective corridors. ➢ The proposed improvements will result in coordinated traffic control signals and permitted yielding left turns, which can play important roles in easing traffic congestion. Pedestrian enhancements are also included. The associated benefits include safety enhancement, energy savings, and pollution reduction. ➢ An agreement has been prepared between the Dakota County Transportation Department, the City of Mendota Heights (north ramp of Pilot Knob Road/ 1-494) and the City of Eagan to accommodate the proposed improvements as a supplement to the existing signal agreements, which will remain in full force and effect after completion of the signal revisions. ➢ The County and Cities will jointly participate in project costs after deducting other funding per the Dakota County Transportation Plan. Federal funding has been obtained to cover a portion of the costs for the signal revisions as part of an enhanced traffic management system. Cost participation: County 55%, Eagan 22.5%, Mendota Heights 22.5%. ➢ The agreement has been reviewed by the Public Works Department and was found to be similar to other cost participation and cooperative construction agreements with Dakota County and in order for favorable Council action. Attachments (1) CO -1 Joint Powers Agreement Dakota County Contract No's: C0027778 Eagan C0027779 Mendota Hts. JOINT POWERS AGREEMENT FOR SIGNAL REVISIONS BETWEEN THE COUNTY OF DAKOTA AND THE CITIES OF EAGAN AND MENDOTA HEIGHTS FOR COUNTY PROJECT NO. 31-81 CITY OF EAGAN PROJECT NO. 1220 CITY OF MENDOTA HEIGHTS PROJECT NO. SYNOPSIS: Dakota County and the Cities of Eagan and Mendota Heights agree to revise the traffic control signals at 1-494 and County State Aid Highway (CSAH) 31 north and south ramps in the Cities of Eagan and Mendota Heights, Dakota County. CP 31-81 Contract Nos: Eagan C0027778, Mendota Hts. C0027779 June 22, 2016 THIS AGREEMENT, made and entered into by and between the County of Dakota, referred to in this Agreement as "the County'; and the City of Eagan, referred to in this Agreement as "Eagan", and the City of Mendota Heights, referred to in this Agreement as "Mendota Heights" (collectively the "Cities") and witnesses the following: WHEREAS, under MINNESOTA STATUTES §§ 162.17, subd. 1 and 471.59, subd. 1, two or more governmental units may enter into an agreement to cooperatively exercise any power common to the contracting parties, and one of the participating governmental units may exercise one of its powers on behalf of the other governmental units; and WHEREAS, it is considered mutually desirable to revise the traffic control signals at 1-494 and County State Aid Highway (CSAH) 31 north and south ramps in the Cities of Eagan and Mendota Heights, Dakota County, County Project 31-81, the "Project'; and WHEREAS. this Agreement will not change any of the terms or conditions of the existing Minnesota Department of Transportation Traffic Control Signal Agreement No. 64139M which will remain in full force and effect after completion of the signal construction, except as defined for intersection lighting maintenance and energy costs provided for in this Agreement ; and WHEREAS, the County and Cities have included this Project in their Capital Improvement Programs and will share project responsibilities; and jointly participate in project costs associated with engineering, signal revisions, and related activities as set forth in this agreement. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Plans and Specifications. The County shall prepare the necessary plan sheets, specifications, and proposals, consistent with State Aid design standards and the Dakota County Transportation Plan. County shall obtain the Cities' approval of the plans and specifications prior to advertising for bids. The County Board will award the contract for construction to the lowest responsive and responsible bidder in accordance with state law. 2. Engineering and Inspection Costs. The County shall perform the engineering, contract administration, and inspection required to complete the items of work specified in this Agreement. The work described in this paragraph shall constitute "Engineering and Inspection" and shall be referred to as such in this Agreement. After deducting Minnesota Department of Transportation's (Mn/DOT) cost share, engineering and Inspection costs of the signal system revisions and all related incidental items shall be shared in the amount of 55% by the County, 22.5% by Eagan and 22.5% by Mendota Heights. CP 31-81 Contract Nos: Eagan C0027778, Mendota Hts. C0027779 June 22, 2016 3. Construction Costs. The contract cost of the work and, if portions of the work are not contracted, the cost of all labor, materials, and equipment rental required to complete the work shall constitute the actual "Construction Cost" and shall be referred to as such in this agreement. The Construction Cost of all the signal system revisions and all related incidental items shall be shared in the amount of 55% by the County, 22.5% by Eagan and 22.5% by Mendota Heights. 4. Signal Revisions. The County, by contract, shall revise the traffic control signal system at 1-494 and CSAH 31 north and south ramps. The work may be complete by contract with a contractor. 5. County Furnished Materials. Upon completion of the work and computation of the cost of County furnished materials, the County shall invoice the Cities for the Cities' share of the cost of materials furnished by the County. 6. Project Cost Updates. The County will provide updated cost estimates to the Cities showing the County and Cities' shares of Project costs annually at the time of Capital Improvement Program development. Updated cost estimates will also be provided by the County to the Cities at the following times: • prior to advertising a construction contract, • after bid opening (prior to contract award), • during construction if total contract changes exceed $25,000, • once per year following the construction season until the Project is complete. Project cost estimate updates include actual and estimated costs for engineering, utility relocation, and construction. The Parties acknowledge that Project cost estimates are subject to numerous variables causing the estimates to be subject to change and the updates are provided for informational purposes in good faith. Each agency is responsible for informing their respective councils or boards regarding Project costs. 7. Payment. The County will administer the contract and act as the paying agent for all payments to the contractor. Payments to the contractor will be made as the project work progresses and when certified for payment by the County Engineer. The County, in turn, will bill the Cities for their share of the project costs. Upon presentation of an itemized claim by one agency to the other, the receiving agency will reimburse the invoicing agency for its share of the costs incurred under this agreement within 35 days from the presentation of the claim. If any portion of an itemized claim is questioned by the receiving agency, the remainder of the claim shall be promptly paid and accompanied by a written explanation of the amounts in question. Payment of any amounts in dispute will be made following good faith negotiation and documentation of actual costs incurred in carrying out the work. 3 CP 31-81 Contract Nos: Eagan C0027778, Mendota Hts. C0027779 June 22, 2016 8. Operation. The geometric configuration of the intersection for both the main roadway and side streets including lane alignments and traffic assignments for all approaches, traffic signing, signal phasing and traffic operations will be determined by the County Engineer through the County Traffic Engineer. The Cities agree to make no changes to the intersection operation through pavement marking, signing, or other construction measures beyond routine maintenance except with the written approval of the County. The Cities acknowledge that the County has the right to correct any changes made by the Cities to the signal and/or any intersection approach (including city street approaches) that are made without the prior review and approval of the County. Costs for correcting the unapproved changes will be paid for by the Cities. 9. Change Orders and Supplemental Agreements. Any change orders or supplemental agreements that affect the project cost participation must be approved by all Parties prior to execution of work. 10. Amendments. Any amendment to this Agreement will be effective only after approval by all governing bodies and execution of a written amendment document by duly authorized officials of each body. 11. Effective Dates for Design and Construction of Project. This Agreement will be effective upon execution by duly authorized officials of each governing body and shall continue in effect until all work to be carried out in accordance with this Agreement has been completed. Absent an amendment, however, in no event will this Agreement continue in effect after December 31, 2016. The forgoing notwithstanding, the terms of Paragraphs 8, 12, 14, 15 and 16 shall remain effective as long as the traffic control signal system at 1-494 and CSAH 31 north and south ramps is operational and the Paragraphs have not been superseded by a subsequent agreement between the parties. 12. Subsequent Excavation. After completion of the project regarding installation, and after expiration of the warranty period regarding repair, if excavation within the highway right of way is necessary to repair or install water, sewer, or other city utilities, the Cities shall restore the excavated area and road surface to its original condition at the time of the disturbance. The Cities will obtain a permit from the County for all work within County right 6f way and will be subject to all permit conditions. 13. Rules and Regulations. The County and the Cities shall abide by Minnesota Department of Transportation standard specifications, rules and contract administration procedures. 14. Indemnification. The County agrees to defend, indemnify, and hold harmless the Cities against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement and caused by or resulting from negligent acts or omissions of the County and/or those of County employees or agents. The Cities agree to defend, indemnify, and hold harmless the County against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement and caused by rd CP 31-81 Contract Nos: Eagan C0027778, Mendota Hts. C0027779 June 22, 2016 or resulting from negligent acts or omissions of the Cities and/or those of Cities employees or agents. All Parties to this Agreement recognize that liability for any claims arising under this Agreement are subject to the provisions of the Minnesota Municipal Tort Claims Law; Minnesota Statutes, Chapter 466. In the event of any claims or actions filed against either party, nothing in this Agreement shall be construed to allow a claimant to obtain separate judgments or separate liability caps from the individual Parties. The County shall include the Cities as additional insured in the contract documents. 15. Acts of Employees. Any and all persons engaged in the work to be performed by the County shall not be considered employees of the Cities for any purpose, including Worker's Compensation, or any and all claims that may or might arise out of said employment context on behalf of said employees while so engaged. Any and all claims made by any third party as a consequence of any act or omission on the part of said County employees while so engaged on any of the work contemplated herein shall not be the obligation or responsibility of the Cities. The opposite situation shall also apply: the County shall not be responsible under the Worker's Compensation Act for any employees of the Cities. 16. Audit. Pursuant to Minn. Stat. Sec. 16C.05, Subd. 5, any books, records, documents, and accounting procedures and practices of the County and the Cities relevant to the Agreement are subject to examination by the County, the Cities, and either the Legislative Auditor or the State Auditor as appropriate. The County and the Cities agree to maintain these records for a period of six years from the date of performance of all services covered under this Agreement. 17. Integration and Continuing Effect. The entire and integrated agreement of the Parties contained in this Agreement shall supersede all prior negotiations, representations or agreements between the County and the Cities regarding the project; whether written or oral. All agreements for future maintenance, operations, or cost responsibilities shall survive and continue in full force and effect after completion of the signal revisions provided for in this Agreement. 18. Authorized Representatives. The authorized representatives for the purpose of the administration of this Agreement are: Mark Krebsbach, Dakota County Engineer (or successor) 14955 Galaxie Ave. Apple Valley, MN 55124 Office: (952) 891-7102 mark. krebsbachO-co.dakota.mn.us Russ Matthys, Public Work Director (or successor) City of Eagan 3830 Pilot Knob Road Eagan, MN. 55122 Office: 651-675-5000 rmatthvsOcityofeagan. com John Mazzitello, Public Work Director (or successor) City of Mendota Heights 1101 Victoria Curve Mendota Heights, MN 55118 Office: 651-452-1850 0ohnrmamendota-heights.com In all other respects, except as defined in section 6 of this agreement, the terms and conditions set forth in MnDOT Traffic Control Signal Agreement No. 64139M are effective and binding between and among the parties. [SIGNATURE PAGE TO FOLLOW] N:lHighwaylAgreementsl20l6111-25 Signal AV & Burnsville C0027670.docx 5 IN WITNESS THEREOF, the parties have caused this agreement to be executed by their duly authorized officials. RECOMMENDED FOR APPROVAL: Public Works Director APPROVED AS TO FORM City Attorney RECOMMENDED FOR APPROVAL: Public Works Director APPROVED AS TO FORM City Attorney CITY OF EAGAN By Mayor (SEAL) By City Clerk Date ------------------------------------------------------------------------ CITY OF MENDOTA HEIGHTS By Mayor (SEAL) By City Clerk Date DAKOTA COUNTY RECOMMENDED FOR APPROVAL: County Engineer COUNTY BOARD RESOLUTION No. 16-138 Date: March 1, 2016 By Physical Development Director Date APPROVED AS TO FORM: Assistant County Attorney Date - Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA P. Water Meter Surcharge Refund Action To Be Considered: Approve the recommendation of the Public Works Committee regarding an appeal to a water meter surcharge. Facts: ➢ On May 15, 2012, the City Council adopted an amendment to City Ordinance 3.05 regarding the Rules and Regulations relating to Municipal Utilities that requires all properties connected to the municipal water utility to permit the city's designated utility employee onto the property and within the structure for purposes of the inspection, repair or replacement of the water meter. ➢ Part of the amendment incorporated fee schedules that provided surcharges be placed against utility billing accounts for those properties that didn't permit or schedule an inspection or water meter replacement within the prescribed time frame upon written notice by the City. ➢ The Surcharge Fee is $150 per month for Single Family properties and $500 per month for all others. ➢ As with the Inflow & Infiltration Inspection Program, staff has received surcharge appeals with the water meter repair/replacement program. In anticipation of such appeals, the Council directed the Public Works Committee to review any appeals and provide their recommendation back to the Council under the Consent Agenda. Staff has recently heard from 1 of these properties who want to appeal their remaining surcharge. ➢ At the July 5, 2016, Public Works Committee meeting, the Committee addressed the following surcharge appeal with the corresponding recommendation for the Council's action. As a result of their review, the appeal is recommended to be granted with the related surcharge waived. o Nicole Gode, 4165 Blackhawk Road — Remove $150 surcharge (utility account) Attachments (0) Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA Q. Contract 16-16, Denmark Avenue Rain Garden Rehabilitation Action To Be Considered: Approve the final payment for Contract 16-16 (Denmark Avenue Rain Garden Rehabilitation) in the amount of $497.35 to Outdoor Lab Landscape Design, LLC and accept the improvements for perpetual City maintenance subject to warranty provisions. Facts: ➢ Contract 16-16 provides for the rehabilitation of the six street -side rain gardens along Denmark Avenue (Wescott Road to Crestridge Drive), originally installed in conjunction with the sidewalk and road narrowing project in 2006 in the same area. ➢ On April 19, 2016, the City Council awarded the contract to Outdoor Lab Landscape Design, LLC for the bid in the amount of $9,947.00. ➢ Rehabilitation work affected all six rain gardens along Denmark Avenue and included targeted basin deepening, new check dams, removal of metal sediment boxes, removal of fieldstone boulders, installation of mulch and edging. ➢ These improvements have been completed, inspected by representatives of the Public Works Department, and found to be in order for favorable Council action of final payment and acceptance for perpetual maintenance subject to warranty provisions. Attachments (0) Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA R. Cost -Share, Operation and Maintenance Agreement 3669 Pinecrest Court Action To Be Considered: Approve a Cost Share, Operation and Maintenance Agreement with Mary and Curtis Kenkel (3669 Pinecrest Court) to help implement a Shoreland and Upland Buffer Project at Fish Lake through the Water Quality Cost -Share Partnership Program and authorize the Mayor and City Clerk to execute all related documents. Facts: ➢ On December 4, 2012, the City Council approved a Water Quality Cost -Share Partnership Program (Program), the purposes of which are to: 1) improve water quality in downstream public waterbodies; 2) reduce stormwater runoff into the storm sewer system and public waterbodies; 3) preserve, protect and enhance native plant communities around public waterbodies; and 4) educate and engage the public on the value of improving public water resources, and to develop empowerment and partnership opportunities. ➢ The Program is funded from the stormwater utility fund and is being administered by Water Resources staff according to City Council priorities as designated in approved capital improvement programs, lake management plans, and development agreements. The Program is provided up to $50,000 annually in the 2016-2020 Public Works Department's Capital Improvement Program. ➢ Mary and Curtis Kenkel will engage a specialized contractor to prepare, plant and establish a Shoreland and Upland Buffer System adjacent to Fish Lake, on approximately 6,080 square feet of their property at 3669 Pinecrest Court, to protect shoreland and upland soils from erosion, reduce stormwater runoff impacts to Fish Lake and enhance native plant communities. ➢ The Kenkel's will be responsible for long-term maintenance of the site. The shoreland portion of the project will serve as a demonstration area that is easily viewable by the public (along the Fish Lake Fishing Pier Trail) for effective Shoreland Buffer/Restoration practices for other Eagan shoreland residents. ➢ The project should be substantially completed by the end of 2016 at a total estimated cost of $13,768.80. An estimated cost -share of $10,326.60 (75% of project costs) from the City will be matched by approximately $3,422.20 of funding (25% of project costs) from the Kenkel's. Attachments (1) CR -1 Cost -Share, Operation and Maintenance Agreement CITY OF EAGAN WATER QUALITY' COST SHARE PARTNERSHIP PROGRAM COST SHARE, OPERATION AND MAINTENANCE AGREEMENT This Agreement is made this day of , 2016, by and between Curtis A. Kenkel and Mary Kenkel, husband and wife (the "Owners"), and the City of Eagan, a Minnesota municipal. corporation (the "City"), (collectively the "Parties"), WHEREAS, the Owners are the fee title holder of real property located at 3669 Pinecrest Court, Eagan, Minnesota, and legally described as follows: Lot 8., Block 1, PINECREST OF EAGAN, Dakota County, Minnesota (the 'Property")' WHEREAS, the Owners desire to perform a. water quality improvement project (the "Project") to -install Shoreland and Upland Buffer Protection {the "Improvements") as depicted on and in accordance with. the proposal attached hereto as Exhibit and incorporated herein (Exhibit A will be referred to as the "Plans and Specifications"); WHEREAS, the Owners have submitted an application for assistance with the Project under the City's Water Quality Cost Share Partnership Program (the "Program"); WHEREAS, the City finds that the Project will serve a public purpose by supporting one or more of the following public water resource priorities: a. improving water quality in downstream public waters; b. reducing stormwater runoff into the public storm -sewer system and public waters; c. preserving, protecting and enhancing native plant communities around public waters; and d. educating and engaging the public on the value of improving public water resources, and empowerment and partnership opportunities; WHEREAS, the City finds that the Owners and the proposed Project meet the eligibility requirements for participation in the Program; and WHEREAS, the City agrees to provide the Owners with certain financial and technical assistance for the Project through the Program, subject to the teras and conditions hereinafter set forth NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and obligations of the Parties hereinafter set forth, the Partie=s agree as follows: 1. Plans and Secifxeatlo,s. a. Owners' Responsib�jlfty. The Owners shall be responsible for development of the plans/design, specifications and itemized cost estimate for tbelraprovernents (the "Plans and Specifications"). b. Cit Review. The Owners shall submit the Plans and Specifications to the City for review and written approval by the City Engineer or his designee prier to installation of the Improvements. Notwithstanding the foregoing, the Owners shall be solely responsible to determine the adequacy of the Plans and Specifications and to comply with all applicable laws and regulations, and the City shall have no liability for the Plans and Specifications or the Improvements. :Modification of Plans and S eciftcation.s. Any modification to the approved Plans and Specifications must be approved in. writing by the City Engineer or his designee. . Installation. a. Standards. The Improvements shall be installed in accordance with the approved Plans and Specifications. b. Labor and Materials, The Owne=rs shall select, obtain and: pay for all labor and materials for the Project, consistent with the Plans and Specifications, subject to partial reimbursement as provided in this Agreement. c. Photohs. The Owners shall take photographs to document the Project. d. Time for Com letion. The Project must be completed within one year from the date of execution of this Agreement, unless ars, extension has been regcreste d and granted by amendment of this Agreement. e. Report. Within 30 days after completion. of the Project, the. Owners shall submit to the City Engineer or his designee a project completion report in a form required by the City (including supporti g photographs). W R.eihnrseent. a. Reimbursement. Request, As the Improvements are completed and approved by the City Engineer or his designee, the Owners shall submit to the City Engineer or his designee a written request for reimbursement including (i) a detailed itemization of casts, (ii) original receipts or paid invoices and (iii) itemization and documentation of the Owners' Match as defined below (collectively the "Reimbursement Request"). b. R:eirnbursemaent Amount, The City shall reimburse the Owners pursuant to the Reimbursement Request for up to S 10,3` 6. for eligible project casts, and not to exceed seventy-five percent (75 %) of total Project casts. C. Reimbursement schedule. The City shall issue reimbursement to the Owners within. thirty (0) days of receipt of a completed Reimbursement Request. d, Eli ible Costs. .All Project costs will be reviewed and verified by the City Engineer or his designee as eligible, practical and reasonable, The City reserves the right to make adjustments to the Project casts submitted for reimbursement based on this review. Subject to the foregoing, the fallowing Project costs are eligible for reimbursement: i. Materials for the Improvements. ii. Contracted labor assts for site preparation, installation and establishment period (2 years maximum. period post -installation) of the Improvements. iii. Contracted design / engineering fees, and soil -analysis, but only if approved in writing by the City Engineer or his designee before contracted design / engineering / small -analysis work begins. c, Ineli ible �� enses. " i. Notwithstanding any provision of this Agreement to the contrary, purely aesthetic components of the Improvements are not eligible for reimbursement and shall not be considered part of the Project costs. ii. Funding will only cover work performed after this Agreement has been signed, with. the exception of pre -project planning / design / engineering costs that may be allowed to be included, determined on a case-bycase basis, if pre -approved in writing by the City Engineer or his designee. f, Owners' Latch. i, The Owners shall be responsible for a minimum of twenty-five percent ( 5 %) of Project costs, which can include in-kind labor value. 3 4. Maintenance. a, Maintenance Obligation. For a permed of tern (10) years commencing cin the date the Improvements are completed and approved by the City Engineer or his designee, the Owners shall maintain and repair, when necessary, the Improvements in accordance with the Flans and Specifications. b. Maintenance Costs. The Owners shall be solely responsible for all costs associated with long-term maintenance and repairs of the Improvements, a. Annual Inspections. The Improvements shall be inspected annually, between: May 15 and October 15, by a Qualified Person selected by the Owners to determine whether or not. the hnprovements are functioning in accordance with the Flans, Specifications and this .Agreement. As used in this Agreement, the term "Qualified Person" shall mean a person approved by the City Engineer based on sbor land and inland buffer best management practice training and experience. TheOwners' responsibilities under this Section shall be at the Owners' sole cost and expense. If, as a result of the inspection, the Improvements are determined not: to be functioning in accordance with the Specifications and this Agreement, the Owners shall restore/repair the Improvements to function as specified herein. b. Citv Notification and Inde endent Ins ection. The City shall be notified at least 4 hours prior to the annual inspections or any significant maintenance of the Improvements and, at the sale cost of the City, a: representative of the City may observe any inspection or maintenance. The City shall have right of entry onto the Property to inspect the Improvements at any time to evaluate the installation and maintenance of the Improvements, e. Ins ection and Maintenance I art. The t���rriers shall submit a repai t to the City Engineer or his designee by e-mail or mail, no later than thirty (3 0) days after any annual inspection and/or maintenance of the Irnprovements, providing the following information: i. Date and time of inspection. ii. Log of findings. iii. Date and. time ofmaintenance . iv. Details of maintenance performed. v. Photographic documentation. . Standards for Performance. ace. Argy act of construction, installation, maintenance, or repair to be performed under this Agreement shall be perfonned in a good and workmanlike manner pursuant to sound engineering practices and in compliance with all applicable governmental requirements. 4 7. Rijht.Qf . The City, its agents and employees shall have the right to enter the Properly to inspect and to implement the teras of this Agreement. The City, its agents and employees shall not. be subject to or liable for any claims of trespass in connection with such entry. 8. Indemnification. The Owners shall indemnify and held the City and its City Council members, officers, employees, agents, representatives, attorneys, successors and assigns, harmless from any and all claims arising out of or related to (i) the installation, use,. maintenance, repair, removal, damage or destruction of the Improvements, (ii) injury to the Owners or any third party caused by or related to the Improvements, and. (iii) damage to real property or personal property of the Owners or any third party caused by or related to the Irnprovenrnts. 9. Amendment, dment Release or Termination. Notwithstanding anything herein to the contrary, no amendment, release or termination of any of the provisions of this Agreement shall be effective or may be filed of record unless the City consents to the amendment, release or termination, Such consent t`nust e evidenced by a resolution duly approved by the City Council, or successor body. The Owners, can bebal'f of themselves and their successors and assigns, expressly acknowledge and agree that the City has no obligation whatsoever to approve or act upon any proposed amendment, release or termination, may withhold or delay consent for any reason or no reason whatsoever, and may condition consent upon such terms as the City deems desirable. The Owner.--;, on behalf of themselves and ';heir successors and assigns, further agree and covenant, consistent with this acknowledgment, not to institute any legal. proceedings against the City on the grounds that the City failed to respond appropriately to a proposed amendment, release or termination and to indemnify the City against any expense, including litigation costs, which the City incurs as a result .of any violation by that party of this covenant. The City may, at any time, give up the right to approval granted hereunder, said action to be evidenced by City Council resolution or other format approved by the City Attorney. 10. Renredies for Default.. a. Teimination. If the Owners fail to perforin the Owners' obligations as and when .required under this Agreement (a "Defaul-C), and fails to cure such Default within thirty (30) days after the City gives written .notice to the Owner- specifying the Default, subject to such extension as may be reasonably necessary due to weather conditions, then the City may terminate this Agreement by written notice to the Owners, b. Repayment, Upon termination of this Agreement, the City Engineer :or his designee shall determine the amount, if any, by which the reimbursement to the Owners for :Project casts under this Agreement exceeded the public benefit received by the City from the Project (the "Overage"), The Owners shall repay the Overage to the City within thirty (30) days after receipt of an invoice front. the City describing the calculation and the amount of the Overage. If the Owners fail 9 to timely repay such funds, the Owners shall be responsible for the City's attorneys' fees and costs enforcing this Agreement, including costs of collection. c. Force Mme, notwithstanding the forel oin , the Owners shall not be liable for repayment of funds received render this Agreement if the failure was caused by reasons proven to be beyond the Owners' control, 11. Duration. This Agreement shall constitute a covenant running with the land and shall be binding upon. and inure to the benefit of the Parties, and any and all of their successors and assigns. 1 eUL—In- Afire nt, The City will record this Agreement against the Property with the Dakota County Recorder's Office within thirty (ail) days of full execution of this Agreement, acrd shall provide the {owners with verification of this recording. 13, Govern Law- Venue. The laws of the Mate of Minnesota shall govern the interpretation, validity, performance, and enforcement of this Agreement. Any dispute regarding this Agreement shall be venued in the State of Minnesota District Court in Dakota County, owne int nce. Owners: Curtis A. Merkel 3669 Pinecrest Court Eagan,MN 55123 Mary Kenkl 3669 P necrest Court Eagan, MN 55123 Telephone: -:Vb 5'532 Email: M m t,v A�Za [Signature pages follow] IN WITNESS WHEREOF, the undersigned have executed. this Cost Share, Operation and Maintenance Agreement effective as of the date first listed above. OJI' ERS: Curtis A. IC:enkel Mary Kenkel STATE OF MINNESOTA ) 88, COUNTY OF DAKOTA ) The foregoing was acknowledged before ane this day of , 2016, by Curtis A.1C.enkel and Mary t .enk 1, husband and wife. A,Y610-U JOLENE K KOLBECK NOTARY PUBUC•MENNEOM my commiss" DOM Ja(L si r 2621 z :IT': CITY OF E :GAN, a Minnesota municipal corporation By: d ._...,,. Mike MagguPre .—__. .�.. Its: Mayor By: Christina M, Scipioni. Its: Clerk STATE OF MINNESOTA � ) ss. COUNTY OF DAKOTA ) The foregoing was acknowledged before nye this _ day of -----s 2016, by Mike Maguire acid Christina M, Scipio i, the Mayor and Clerk of the City of Eagan, a Minnesota municipal corporation, on behalf of the municipal corporation, Notary Public THIS INSTRUMENT WAS DRAFTED BY: Dougherty, Mol ncla, Solfest, bills & Bauer P.A. 14985 Glazier Avenue, Suite 525 Apple Valley, IN 55124 (952) 432-3136 (IBB: 0246-4768) w 0 LM o CD 0 CSI Lo 0 cei c mum Z X cl Rt$ UJ W 031 .1- M E T5 8 c o c E :3 2 CL .c CU 0 < 41 .0 g 8 cn cc 0 a) E 0 V M in w 0 c 0 0 cU >0, Mn t6 W& CL -0 w LU c 0 Qy CD (D 0. N 0 CO 4- Im co 0 (W 0 -6 a Q> 0 co G 0 cu 0 m M :E o N co LO 031 .1- M E T5 8 c c E :3 2 CL .c 0 < 41 .0 g 8 cn cc 0 E 0 V M in w 0 c 0 0 cU >0, Mn t6 W& CL -0 w LU c 0 Qy CD (D 0. N 0 CO 4- Im co pq Al' 2 0' co 0 0 Co a (De, o) C: 0 —6 a)> r_ CO m< .0 m 0 V) a q 0 0 0 w .0 7E0) 1 �5 m 0 w (D D C6 caU -0 r- wa E (D Cr > co co > E 0 C: CL > > Ca 0 0 0 Go > 0 .0 RS E 2 (D E 0 0 0 m 0 00 jj Q) 4- 0. C:) (n 0 4- .0) C Ma .0 (D 4�Qi CD > Qi a)'M co 0 CL a) = m 41 0 E =0 W (D o E C}L} Q3 W .6 (D Co 0 LD w m w E o Q) CL 0 2 CD w a) U) > C: Q) m ca a E 0 0 0 Q) o o C: w c 5 o. C: 0 ;t 0 M dy >1 CL 0 (D 70 o) X 4" o 46 -5 X = 0 CL co CL W U- m Co (3)M 0 (1) SO -0 a) :5 -0 E a M L 2 o U— 'o .zj (D I cr U) E > E -0 0 c 0 0 U) r " cu 0 - CO r 2 Co 0 M (D in. M 4- Q) E a) g� 0 -0 ca m a) 0 (D E 0 E s? (D (D "D o m uy 0 c M t o W xw-- ZZ 0 M W 0 � c W IDi cu! c CL 0 M r� 0 0 0 cn 0 °r i c j W c ayco c CD Q KiT . V c Ou 3.. 'W 0 a it1V Merry q V Q> C n, �Wq� a a�yq Brew u��{ '+.r' X +V^ pVyy V .� {uuevvvppa 4WJ ^M��LLygl' pr ♦4 � Aw Fq qVV �y0i Fli C6 � p� r- /�✓} _ ..myk. CLco Otl � .pct �V Ydw /�q '� p�L, ?4� W F.yy: q vim• 1 f4y» +M�• IDo iv 0 4U CsCe1L 0 o �q a)44 CL .pp�.�. 4y q qqy��� +/Lq v 0) 111ryiiiJJJ) ���(} qy 0) � k ,;c q�r W co V) co =3 co ui 0 CL 4) M 0 a 0 mCl) 0 U) U) 0 CL CL CO C CU 0 -C -0 a) 0) W 4- CU :3 CL (z (D 16- (D ca U) (D .0 a) 75 4- w U) 0 0 r -0 m L) a) .— 0 0 76 Qf CD CO 4- 0 0 In. cu w w E .0 r- .0 0 U) 0 0 -Z3 M -C t(D = 7E a) (D (D e o m 0 a) co CU tm 0Gj v C?, U) a) Z 5 Nol", IN (D CO 0 V) 0 w 0 0 0 LLJ E w z &I 1-. on m w «LL to Agenda Information Memo July 19, 2016 Eagan City Council Meeting CONSENT AGENDA S. Schedule A Public Hearing To Consider A Business Subsidy Pursuant To Minnesota Statutes Sections 116J.993 To 116.1.995 To J & J Solutions, Inc. d/b/a Corvida Medical, Inc. Action To Be Considered: To schedule a Public Hearing on August 1, 2016 to consider a business subsidy pursuant to Minnesota Statutes Sections 116J.993 to 116J.995 to J & J Solutions, Inc. d/b/a Corvida Medical, Inc., for development of business at 3660 Dodd Road. Facts: ➢ J & J Solutions (dba Corvida Medical) is a medical device company currently located in Coralville Iowa that has recently received FDA approval to manufacture an effective closed drug delivery system designed to protect health care workers and patients from direct exposure to hazardous pharmaceuticals typically administered during chemotherapy treatment. ➢ Corvida Medical intends to produce the product in partnership with Pioneer Plastics at their facility at 3660 Dodd Road. ➢ On April 5, 2016 the Eagan City Council considered and approved a Minnesota Investment Fund (MIF) Application to the State of Minnesota to assist Corvida Medical in the amount of $400,000. ➢ On April 11, 2016, the State of Minnesota awarded the City of Eagan $360,000 in assistance and required that the City of Eagan participate with a $40,000 loan from its Revolving Loan Fund. ➢ The loan agreement under consideration provides $400,000 in business assistance to Corvida Medical as a repayable loan with a term of 72 months and bearing interest of zero percent. The funds are to be used exclusively for the purchase of equipment, automation tooling, molds, manufacturing cells and fixtures. ➢ The conditions of the agreement require Corvida Medical to create 17 new, permanent jobs in the City of Eagan and provide a minimum of $5.5 million of equity to complete the project. The draft grant contract and loan agreement is attached and available for public review. ➢ The consideration of the business subsidy requires a public hearing to be scheduled for the August 1 City Council meeting. Attachments: (3) CS -1 Location Map CS -2 Draft MIF Grant Contract CS -3 Draft Loan Agreement and Related Documents I STATE OF MINNESOTA GRANT CONTRACT DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT BUSINESS AND COMMUNITY DEVELOPMENT DIVISION Minnesota Investment Fund Grant Contract CDAP-16-0007-H-FY16 Grant Amount: $360,000.00 Grantee: City of Eagan Borrower: J&J Solutions, Inc. d/b/a Corvida Medical This Grant Contract is between the State of Minnesota, acting through the Department of Employment and Economic Development, Business and Community Development Division, ("STATE") and City of Eagan, 3830 Pilot Knob Road, Eagan, MN 55122 ("GRANTEE"). Recitals 1. Under Minn. Stat. §§ 116J.035 and 116J.8731, Minnesota Investment Fund, the State is empowered to enter into this Grant. 2. The State is in need of local units of government to administer projects in accordance with Minn. Stat. §§ 116J.8731 Minnesota Investment Fund; Minnesota Rules Chapter 4300; and policies and procedures developed by the State. 3. The Grantee represents that it is duly qualified and agrees to perform all services described in this Grant Contract to the satisfaction of the State. If administrative costs are eligible under this Grant pursuant to Minn. Stat. § 1.613.98, subdivision 1, the Grantee agrees to minimize administrative costs as a condition of this Grant. The Grant Contract in the amount of $360,000 will fund a portion of a loan in the amount the $400,000. The City of Eagan through its Revolving Loan Fund program will supply $40,000 of the $400,000 _loan. Payments from the $400,000 loan will be divided pro rata between the MIF Grant and the City of Eagan's RLF amount. Net Proceeds (after payment of all legal fees and other costs of collection) from the sale of collateral will be shared pro rata between the MIF Grant balance and the City of Eagan's RLF balance. Grant Contract 1. Term of Grant Contract 1.1 Effective Date: April 11, 2016. Per Minn. Stat. § 16B.98 subd. 5 and Minn. Stat. § 1613.98 subd. 7, no payments will be made to the Grantee until this Grant Contract is fully executed. 1.2 Benefit Date: The earlier of. a) the date the purchase of equipment funded by the loan is put into service; or b) June 30, 2017. 1.3 Compliance Date: 2 years from Benefit Date but no later than June 30, 2019. 1.4 Expiration Date: 3 months after Compliance Date but no later than September 30, 2019. 1.5 Survival of Terms. The following clauses survive the expiration or cancellation of this Grant Contract: 8. Liability; 9. State Audits; 10. Government Data Practices; 12. Publicity and Endorsement; 13. Governing Law, Jurisdiction and Venue; 15. Data Disclosure; and Exhibit A 4. Repayments. Rev. 1/14/2015 2. Grantee's Duties 2.1 Duties. The Grantee, who is not a State employee, will perform the duties specified in Exhibit A which is attached and incorporated into this Grant Contract. 2.2 Application. The Grantee has made application ("APPLICATION") to the State for the purpose of providing a loan to J&J Solutions, Inc. d/b/a Corvida Medical, (`BORROWER") in the manner described in the application which is incorporated into this Grant Contract by reference. 2.3 Provisions for Contracts and Sub -grants a) Contract Provisions. The Grantee must include in any contract and sub -grant, including the loan agreement with the Borrower, in addition to provisions that define a sound and complete agreement, such provisions that require contractors, sub - grantees and the Borrower to comply with applicable state and federal laws. b) Payment of Contractors and Sub -Contractors. The Grantee must ensure that all contractors and subcontractors performing work covered by this Grant are paid for their work that is satisfactorily completed. 3. Time The Grantee must comply with all of the time requirements described in this Grant Contract. In the performance of this Grant, time is of the essence. 4. Consideration of payment 4.1 Consideration. The State will pay the Grantee under this Grant Contract as follows: a) Compensation. The Grantee will be reimbursed according to the approved Budget contained in Exhibit B, which is attached and incorporated into the Grant Contract portion of this Grant Contract. b) Total Obligation. The total obligation of the State for all compensation and reimbursement: to the Grantee under this Grant Contract will not exceed $360,000.00. 4.2 Payment. a) Invoices. The State will disburse funds to the Grantee pursuant to this Contract, based upon payment requests submitted by the Grantee and reviewed and approved by the State. Payment requests must be accompanied by supporting invoices that relate to the activities in the approved budget and the documentation detailed in Section 4.2.b. of this Grant Contract. The State will provide payment request forms. If the Grantee has received invoices from the Borrower for expenditures made after effective date of this Grant Contract but before the Grant is closed or until all funds are disbursed, whichever is earlier, the Grantee shall submit those invoices to the State for review and approval no later than 25 days after the end date of the state fiscal year of June 30`h. To ensure that all funds are drawn down by the expiration date of the Grant, all Grantee payment requests must be received by the State at least 30 days prior to the Expiration Date. b) Documentation. The following information must be submitted and approved by the State before funds will be released: 1) Minnesota Investment Fund loan agreement, promissory note, amortization schedule, and evidence of security agreement and UCC filing on equipment, Rev. 1/14/2015 2 automation tooling, molds, manufacturing cells and fixtures with a purchase value of at least $3,100,000.00 2) Documentation that the following lenders have closed on their financing: a. Evidence of equity injection in the amount of $5,500,000.00 3) Invoices for equipment, automation tooling, molds, manufacturing cells and fixtures costs. Funds will be released on a cost-sharing ratio of 13.0% Grant funds to 87.0% other funds c) Eligible Costs. Eligible costs include the costs identified in Exhibit B of this Grant Contract. that are incurred during the contract period. 5. Conditions of Payment All services provided by the Grantee under this Grant Contract must be performed to the State's satisfaction, as determined at the sole discretion of the State's Authorized Representative and in accordance with all applicable federal, state and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state or local law. The State will not authorize disbursement of funds if there has-been any adverse change in the Borrower's financial condition, organization, operations, or their ability to repay the project financing. 6. Authorized Representative The State's Authorized Representative is Bradley Simenson, Senior Loan Officer, 1St National Bank Building, 332 Minnesota Street, Suite E200, St. Paul, MN 55101, 651-259- 7428, bradley.simenson@state.mn.us, or his/her successor, and has the responsibility to monitor the Grantee's performance and the authority to accept the services provided under this Grant Contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each payment request form submitted for payment. The Grantee's Authorized Representative is Erik Slettedahl, Community Development/Specialist, 3830 Pilot 'Knob Rd, Eagan, MN 55122, 651-675-5692, eslettedahl@cityofeagan.com, or his/her successor. If the Grantee's Authorized Representative changes at any time during this Grant Contract, the Grantee must immediately notify the State. 7. Assignment, Amendments, Waiver, and Grant Contract Complete 7.1 Assignment. The Grantee shall neither assign nor transfer any rights or obligations under this Grant Contract without the prior written consent of the State, approved by the same parties who executed and approved this Grant Contract, or their successors in office. 7.2 Amendments. Any amendment to this Grant Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Grant Contract, or their successors in office. 7.3 Waiver. If the State fails to enforce any provision of this Grant Contract, that failure does not waive the provision or the State's right to enforce it. 7.4 Grant Contract Complete. This Grant Contract contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this Grant Contract, whether written or oral, may be used to bind either party. Where provisions of the Application are inconsistent with the other provisions of this Contract, the other provisions of this Contract will take precedence over the provisions of the Application. 8. Liability Rev. 1/14/2015 Subject to the provisions and limitations of Minn. Stat. § 466, the Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or causes of action, including attorney's fees incurred by the State, arising from the performance of this Grant Contract by the Grantee or the Grantee's agents or employees, This Clause will not be construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this Grant Contract. 9. State Audits Under Minn. Stat. § 16B.98, subd. 8, the Grantees books, records, documents, and accounting procedures and practices of the Grantee or other party relevant to this Grant Contract or transaction are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six (6) years 'from the end of this Grant Contract, receipt and approval of all final reports, date of final repayment to the State, or the required period of time to satisfy all State and program retention requirements, whichever is later. 10. Government Data Practices The Grantee and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. § Ch. 13, as it applies to all data provided by the State under this Grant Contract, as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this Grant Contract. 'The civil remedies of Minn. Stat. § 13.08 apply to the release of data referred to in this Clause by either the Grantee or the State. If the Grantee receives a request to release the data referred to in this Clause, the Grantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting party before the data is released. The Grantee's response to the request shall comply with all applicable law. 11. Workers' Compensation The Grantee certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, pertaining to workers' compensation insurance coverage. The Grantee's employees and agents will not be considered `State employees. Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way the State's obligation or responsibility. 12. Publicity and Endorsement 12.1 Publicity. Any publicity regarding the subject matter of this Grant Contract must identify the State as the sponsoring agency. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Grant Contract. 12.2 Endorsement. The Grantee and the Borrower must not claim that the State endorses its products or services. 13. Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice -of -law provisions, governs this Grant Contract. Venue for all legal proceedings out of this Grant Contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 14. Termination 14.1 Termination by the State. The State may immediately terminate this Grant Contract with or without cause, upon 30 days' written notice to the Grantee. Upon termination, the Rev. 1/14/2015 Grantee will be entitled to payment, determined on a pro -rata basis for approved costs incurred. 14.2 Termination for Cause. The State may immediately terminate this Grant Contract if the State finds that there has been a failure to comply with the provisions of the Grant Contract, that reasonable progress has not been made or that the purposes for which the funds were granted have not been or will not be fulfilled. The State may take action to protect the interests of the State of Minnesota, including the refusal to distribute additional funds and requiring the return of all or part of the funds already disbursed. 14.3 Termination for Insufficient Funding. The State may immediately terminate this Grant Contract if: a) It does not obtain funding from the Minnesota Legislature; b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or electronic notice to the Grantee. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Grantee will be entitled to payment determined on a pro -rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Grantee notice of lack of funding within a reasonable time of the State's receiving that notice. 15. Data Disclosure Under Minn. Stat. § 270C.65, subd. 3, and other applicable law, the Grantee consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already ;provided to the State, to federal and state agencies and state personnel involved with the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent state tax liabilities, if any. Other Provisions 16. Affirmative Action The Grantee is encouraged to prepare and implement an affirmative action plan for the employment of minority persons, women, and the qualified disabled and submit the plan to the Commissioner of Human Rights as required by Minn. State. § 363A.36. 17. Conflict of Interest The Grantee shall comply with the Conflict of Interest provisions of Minn. Stat. §§ 471.87 and 471.88. 18. Successors and Assignees This Contract shall be binding upon any successors or assignees of the parties. 19. Minnesota Business Subsidy Law This Contract must comply, if appropriate, with the Minnesota Business Subsidy Law, Minn. Stat §§ 116J.993 -116J.995. 20. Debarment and Suspension Certification (if applicable) The Grantee agrees to follow the President's Executive Order 12549 and the implementation regulation "Non -procurement Debarment and Suspension: Notice and Final Rule and Interim Rev. 1/14/2015 5 Rule," found at 53 FR 19189, May 26, 1988, as amended at 60 FR 33041, June 26, 1995, including Appendix B, "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Execution — Lower Tier Covered Transactions;" unless excluded by law or regulation. Rev. 1/14/2015 1. STATE ENCUMBRANCE VERIFICATION 3. STATE AGENCY Individual certifies that funds have been encumbered as required by Minn. Stat. § §16A.15 and 16C. 05. Signed: (with delegated authority) Date: SWIFT Contract/PO No(s) Title: Date: 2. GRANTEE The Grantee certifies that the appropriate person(s) have executed the grant contract on behalf of the Grantee as required by applicable articles, bylaws, resolutions, or ordinances. City of Eagan In Mike Maguire Its: Mayor By: Christina M. Scipioni Its: Clerk Distribution: Agency Grantee State's Authorized Representative — Photo Copy Rev.1/14/2015 EXHIBIT A GRANTEES DUTIES The Grantee, who is not a State employee, will, 1. Administer the project in accordance with the requirements of the Minnesota Investment Fund Program, Minn. Stat. § 116J.8731; Minn. Rules, Chapter 4300; and policies and procedures developed by the State. 2. Enter into a Loan Agreement with the Borrower for $400,000.00, ("LOAN") and assure the following conditions are included in such Agreement: 2.1 Conditions a) Loan Term: 6 Years from Initial Disbursement b) Interest Rate: 0.0% c) Collateral: Security agreement and UCC filing on equipment, automation tooling, molds, manufacturing cells and fixtures with a purchase value of at least $3,100,000.00. 2.2 Job Creation and Wages a) The Borrower identified 3 full-time equivalent (FTE) base jobs that must be maintained until the Compliance Date. b) The Borrower will create 17 permanent non -contract FTE jobs, all paying at least $15.00 per hour or more in wages, exclusive of Benefits, and $17.50 per hour including Benefits. Benefits are defined as one or more of the following: health, dental, life and disability insurance, retirement program and profit sharing paid by the Borrower. In addition, the weighted average cash wage level for the new permanent non -contract FTE jobs shall exceed $20,00 per hour. c) If the Borrower fails to meet the job creation and wage goal level commitments by the Compliance Date, the Grantee may, after holding a public hearing, extend the grant period for one year from the Compliance Date, after approval by the State. If, after the extension, the Borrower fails to meet the job creation goal and wage level commitment, the Borrower will be required to repay the Grantee all or a proportional share of the Loan funds on an accelerated term. The Grantee will then also be required to return to the State all or a proportional share of the Loan funds. 2.3 Payment of Prevailing Wages to Contractors Minn. Stat, § 116J.871 applies if a business receives $500,000 or more in State loan funds and the State funds are used for construction, installation (including equipment), remodeling and repairs. 2.4 Surety Deposits Required for Construction Contracts Minn. Stat. § 290.9705, pertains to foreign corporations that perform construction work in Minnesota and applies if state funds are used for construction. 2.5 Job Listing Agreement Minn. Stat. § 1161L.66, subd. 1, applies when a business or private enterprise receives $200,000 or more per year in funds from the State. When applicable, the business or private enterprise shall agree to enter into a Job Listing Agreement with the MN Department of Employment and Economic Development. Rev.1/14/2015 3. Require the Grantee's attorney to review the loan agreement, promissory note, security agreement, mortgage, guaranty and/or other documents, if any, considered necessary to secure the loan to ensure they are valid, binding and enforceable. 4. This Section is in reference to the pro rata share of the payments made for the MIF Grant balance. If the Borrower is in compliance with Section 2.2 of Exhibit A of this Grant Contract, the Grantee may retain 40% of each principal MIF Grant payment made by the Borrower, up to $100,000. Repay to the State 60% of each principal MIF Grant payment made by the Borrower until the Grantee has received $100,000. Once the Grantee has received $100,000 of principal payments, the Grantee will repay the State 100% of every payment on the MIF Grant portion of the loan until paid in full. In the event the loan is not paid in full, principal amount the Grantee retains will be reduced proportionally. 5. The Grantee will establish and maintain a revolving loan .fund (RLF) consistent with the requirements in Section 2 of the Recitals section of this contract and State RLF Guidelines published by DEED. The Grantee must retain financial control and decision making authority regarding the use of repayments from the loan. However, the Grantee may loan or grant money from its RLF to a regional development commission, or other regional entity, or statewide community capital fund to capitalize or to provide the local match required for capitalization of a regional or statewide RLF. The State must provide written approval prior to the release of funds to an organization. 6. Reporting 1) Minnesota Investment Fund Submit to the State annual progress reports on forms provided by the State until project goals have been met or until the Compliance Date, whichever is later. There reports must be submitted January 25th of each year for the period ending December 31, for as long as the project remains open. At the discretion of the State or Grantee additional reporting may be required. This information must be submitted to the Grantee no later than: a) January 25, 2017 for the period ending December 31, 2016 b) January 25, 2018 for the period ending' December 31, 2017 c) January 25, 2019 for the period ending December 31, 2018 d) Within 25 days of the Compliance Date. 1) The final report must be submitted no later than 25 days after the Compliance Date. 2) The State, at its discretion, may require the submittal of additional progress reports. 3) Information required in this report includes, but is not limited to the following: • Permanent jobs created • Hourly base wage • Date of hire • Job titles • Hourly value of benefits • Benefits provided • Project expenditures • Status of project • Status of payments 2) Minnesota Business Assistance Form Submit to the MN Department of Employment and Economic Development, Office of Economic Analysis, no later than April 1" of each year until the project goals have been met. 7. Keep financial records, including properly executed contracts, invoices, receipts, vouchers, and other documents sufficient to evidence in proper detail the nature and propriety of the expenditures made pursuant to this contract. Accounting methods must be in accordance with Rev. 1/14/2015 generally accepted accounting principles. 8. Complete the project in accordance with the approved budget within the time frames specified in this Grant Contract. 9. Promptly notify the State of any proposed material change in the scope of the project, budget or completion date, which must be approved by the State, prior to implementation. 10. Have on file the necessary documentations to show that all project funds have been used for the items stated in the application. Financial Summary: MIF Bank Equity Other CitV Total Property Acquisition $ $ $ $ $ $ Site Improvement $ $ $ $ $ $ Renovation of Existing Buildings $ $ $ $ $ $ Construction $ $ $ $ $ $ Machinery & Equip. $360,000 $ $3,800,000 $40,000 $4,200,000 Administration $ $ $ $ $ $ Roads $ $ $ $ $ $ Water $ $ $ $ $ $ Sewer (Sanitation) $ $ $ $ $ $ Other $ $ $ $ $ $ Other $ $ $ $ $ $ Total Project Cost $360,000 $ $3,800,000 $ $40,000 $4,200,000 Rev. 1/14/2015 10 LOAN AGREEMENT MINNESOTA INVESTMENT FUND THIS LOAN AGREEMENT is made and entered into as the day of , 2016 by and between the City of Eagan, a Minnesota municipal corporation (the "Lender"), and J & J Solutions, Inc., an Iowa corporation, d/b/a Corvida Medical (the 'Borrower"). (The Lender and Borrower are hereinafter referred to as the "Parties.") WITNESSETH: WHEREAS, the Lender has applied to the Minnesota Department of Employment and Economic Development for a Minnesota Investment Fund Grant (the "MIF Grant") pursuant to an application (the "Grant Application") and received approval for said grant in the amount of $360,000.00; and WHEREAS, the Borrower has applied to the City of Eagan for a Revolving Loan Fund (the "RLF Loan") pursuant to an application (the "RLF Application") and received approval for said RLF Loan in the amount of $40,000.00; and WHEREAS, Lender has agreed to make a loan to Borrower, funded pro rata with the MIF Grant and the RLF Loan in the total amount of $400,000.00. WHEREAS, Grant Contract Number CDAP-16-0007-H-FY16 (the "Grant Contract") between the Minnesota Department of Employment and Economic Development (the "State") and the Lender has been executed and requires that the Borrower provide sufficient funds to complete financing and agree to loan terms with the Lender regarding the MIF Grant and the RLF Loan; and WHEREAS, the Parties hereto agree to incorporate into this Agreement by reference said Grant Application and Grant Contract as if fully set forth herein word for word; NOW THEREFORE, it is agreed by and between the Parties hereto as follows: {02091854.DOCX} ARTICLE 1 Definitions Section LL Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Benefit Date" means the earlier o£ a) the date the purchase of equipment, automation tooling, molds, manufacturing cells and fixtures is put into seivice; or b) June 30, 2017. "Benefits" mean health, life, dental and disability insurance, retirement compensation and profit sharing paid by the Borrower as part of employee's compensation. "Borrower" means J & J Solutions d/b/a Coivida Medical; an Iowa corporation. "City" means the City of Eagan. "Equipment" means' the equipment, aul fixtures purchased by the Borrower.,with the "Full- "Grant"Contract" means Minnesota. D( Grant Contract # CDAP-16-0'007-H FYI -:t "Initial Disbursement Date" means the the Lender to the Borrower. of the first disbursement of any Loan Proceeds by "Jurisdiction" means d--6 county or township. "Lender" means the City of Eagan. "Leveraged Funds" means the funds described in Section 2.2. of this Agreement. "Loan" means the funds loaned by the Lender to the Borrower pursuant to this Agreement. "Loan Proceeds" means the funds disbursed to the Borrower pursuant to this Agreement and any proceeds thereof. {02091854.DOCX} 2 "MIF" means the Minnesota Investment Fund, Minn. Stat. § 116J.8731 and Minn. Rules Chapter 4300. "MIF Grant" means the grant of funds by the State to the Lender pursuant to the Grant Contract. "Project" means the Borrower's acquisition of equipment, automation tooling, molds, manufacturing cells and fixtures. "State" means the Minnesota Department of Emp "Termination Date" means the date of the final 2 Section 2.1. Project Financing. The Borrow necessary to complete the Project, in a form and Section 2.2. Borrower's Equity disbursement of any Loan proceeds, 2016 Unsecured Convertible Prorr completion of the P17—J""' ,an .;B limitation, payroll for_personnel locE nd Economic Development. the Lender. commitment' -for the financing satisfactory to the Borrower. Borrower shall, prior to the 00,000.00 in its offering of its ie., Loan) to be used for the purposes, including, without of Lender. Section 2.3. MIF Loan/Grant. The MIF_ Grant willbeused by the Lender to make a loan to the Borrower of not "moire than $400;000.00 for the purchase of equipment, automation tooling, molds,manufacturing cells and fixtures. The :$orrower's obligations under this Agreement are expressly contingent on the:Lende's" receipt of "funds from the State in an amount adequate to make the Loan. kRTICLE 3 Terms and Conditions Section 3.1. Basic Loan:: Terms. The principal amount of the Loan shall not exceed $400,000.00. The Loan shall:bear interest at a rate of zero percent (0.0%) per annum. The Loan terns may not be modified without prior written approval from the State. The Loan shall be used exclusively for the purchase of equipment, automation tooling, molds, manufacturing cells and fixtures. The term of the Loan is set forth in Section 5.4 of this Agreement. Section 3.2. Prepayment. Prepayment of the Loan may occur at any time during the Loan without penalty. {02091854.DOCX} 3 Section 3.3. Assignment. If, prior to the Termination Date, the Borrower sells, conveys, transfers, further mortgages or encumbers, or disposes of the Development Property, or any part thereof or interest therein, or enters into an agreement to do any of the foregoing, the Borrower shall immediately repay all amounts then outstanding on the Loan. This shall be in addition to any other remedies at law or equity available to the Lender. Section 3.4. Termination. This Agreement shall automatically terminate without any notice to Borrower: (1) if no Loan Proceeds have been disbursed to the Borrower prior to January 1, 2017; or (2) if. (a) the Borrower has not received any disbursement of Loan Proceeds from the Lender; and (b) the Borrower fails to pay its debts as they become ;due, makes an assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, files a petition under any chapter of the Federal Bankruptcy Code or,any similar law, state or federal, now or hereafter existing, becomes "insolvent" as that" term -is, generally defined under the Federal Bankruptcy Code, files an answer admittlrig they become. due in any involuntary bankruptcy case dismissal of such case within sixty (60) days ager its one chapter of the Federal Bankruptcy Code t&a, relief in such bankruptcy case, or is adjudged a bankru or receiver appointed for it, or has any court take juris in any proceeding for the purpose of reorganization, at such custodian, trustee, or receiver is.:not.discharged vacated, or stayed within sixty (60) days of the appoint This condition nay be v bond, secured by an insr will comply with all app] has done construction w entering the contract and for the three prior years. y or inability to pay its debts as ed against it, of fails to obtain a cement or convert the case from or is the slbject of an order for .solvent, or has,g.custodian, trustee, of its property, or ,any part thereof, Lent, dissolution, or liquidation, and "h jurisdiction is not relinquished, note in substantially ruction Contracts. If the Borrower is hiring, itial person or foreign corporation to perform l'1Vlinnesota Statutes 290.9705, as amended, cumulative calendar year payments to the (1) the contractor gives the commissioner a cash surety or a apany licensed by Minnesota, conditioned that the contractor visions of this chapter and chapter 297A, or (2) the contractor nnesota at any time during the three calendar years prior to complied with all provisions of this chapter and chapter 297A Section 3.7. Annual Financial Statements. For the term of the loan, upon request of the Lender, the Borrower shall submit the most recent annual financial statement prepared in accordance with generally accepted accounting principles. The annual financial statements shall include a profit and loss statement, balance sheet, statement of cash flow, notes and an opinion from the accountants of such statements acceptable to the Lender. {02091854.DOCX} 4 Section 3.5. Hazard Insurance. The Borrower shall maintain insurance in adequate amounts covering loss or damage to the collateral. The Lender must be listed as loss payee. ARTICLE 4 Default and Collateral Section 4.1. Default. The Borrower shall be in default under this Agreement upon the happening of any one or more of the following events: (a) the Borrower fails to pay when due any amount payable on the Loan and such nonpayment is not remedied within ten (10) business days after written notice thereof to the Borrower by the Lender; (b) the Borrower is in breach in any r under this Agreement (other than nonpayment of in breach in any material respect for thirty (30)1 Borrower by the Lender; provided, however, tha being cured within such thirty (30) business day and diligently prosecutes the appropriate steps to as the Borrower is proceeding to cure such bread ial respect, of ;any obligation or agreement amount payable, on the Loan) and remains ess days after written notice thereof to the ch breach shall reasonably be incapable of ;r no",'.and if the Borrower commences such, breach, no default shall exist so long (c) if any material covenant, warranty, ox representation of the Borrower shall prove to be untrue in any materiahxespect, provided such covenant, warranty or representation of the Borrower remains untrue 'any material respect for thfrty (30) business days after written notice thereof to the Borrower by the Lender; provided, however, 'th' "if such untruth shall reasonably be incapable of being .corrected within such thirty (30) business days after notice, and if the Borrower commences and diligently prosecutes the appropriate steps to correct such untruth, no default shall exist so long as the Borrowerrs so proceeding to correct such untruth; d the Borrower, on or ":after the Initial Disbursement Date, fails to pay its debts as they become; due, makes an assignment for the benefit of its creditors, admits in writing its inability to pay. its debts as they become: due, files a petition under any chapter of the Federal Bankruptcy Codes or any sim,Har. law, state or federal, now or hereafter existing, becomes "insolvent" as that term is generally defined under the Federal Bankruptcy Code, files an answer admitting insolvency or, inability to pay its debts as they become due in any involuntary bankruptcy case commenced against it, or fails to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or be adjudged a bankrupt or insolvent, or has a custodian, trustee, or receiver appointed for it, or has any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution, or liquidation, and such custodian, trustee, or receiver is not discharged, or such jurisdiction is not relinquished, vacated, or stayed within sixty (60) days of the appointment; (e) a final judgment is entered against the Borrower that the Lender reasonably deems {02091854.DOCX} will have a material, adverse impact on the Borrower's ability to comply with the Borrower's obligations under this Agreement; (f) the Borrower sells, conveys, transfers, encumbers, or otherwise disposes of all or any part of the Equipment without the prior written approval of the Lender; (g) the Borrower merges or consolidates with any other entity without the prior written approval of the Lender; or (h) there is a loss, theft, substantial damage, or destruction of all or any part of the Equipment that is not remedied to the Lender's satisfaction within sixty (60) business days after written notice thereof by the Lender to the Borrower. Section 4.2. Remedies Upon Default. (a) In the event of a default, the Lender. shall have the right as its option and without demand or notice, to declare all or any part of -the Loan immediately due and payable, and in addition to the rights and remedies granted hereby, the Lender shall have all of the rights and remedies available under the Uniform Commercial Code and'anv other applicable law. (b) The Borrower agrees ilttb the Lender. The Borrower agrees to p' enforcing its rights under this. Agreemet fees. If any notice of sale, disposition or to be given to the Borrower, such notice s to the Borrower at the Development Prop shown herein, at least fifteen.(15) days be The Borrower the security Section 4.4. ' Default on f a default:to make the collateral available to sts,.and expenses incurred by the Lender in ng' but., not llxnited to the Lender's attorneys nded action by the Lender is required by law erred reasonably and properly given if mailed such other address of the Borrower as may be sale, disposition or other intended action. o the Lender a lien on certain equipment form prescribed by the State. (a) In the.�event of an.Event of Default arising from a breach by the Borrower of any provision of Section '7.1 of this Agreement, if the implicit price deflator for government consumption expenditures :and gross investment for state and local governments prepared by the Bureau of Economic Analysis of the United States Department of Commerce for the 12 -month period ending March 31St of the previous year, exceeds three percent (3.0%) on the date of the earliest such Event of Default, the Borrower shall, in addition to any other payment required hereunder, pay to the Lender the difference between the present value of the interest actually paid and accrued on the Loan as of the date of the payment required by this Section 4.4, and the amount of interest that would have been paid and accrued on the Loan if the interest rate of the Loan at all times had been equal to the implicit price deflator on the date of the earliest Event of Default. {02091854.DOCX} 6 (b) Nothing in this Section 4.4 shall be construed to limit the Lender's rights or remedies under any other provision of this Agreement, and the provisions of Section 4.4(a) are in addition to any other such right or remedy the Lender may have available. ARTICLE 5 Loan Disbursement Provisions Section 5.1. Payment Requisition Documentation and Format. Loan disbursements shall be for the acquisition of equipment, automation tooling, molds, manufacturing cells and fixtures and shall not exceed $400,000.00. The Loan shall be disbursed to- the >Borrower only after the Lender has received from the Borrower an invoice or invoices. for the purchase of equipment, automation tooling, molds, manufacturing cells and fixtuiescosts. Upon receipt of such invoice or invoices, the Lender will disburse an amount equal', to thirteen percent (13.0%) of amount of the invoice or invoices, up to a total disbursement amount of $400,000.00. Section 5.2. Provision for Evidentiary Materials. No disbursements 'o.f Loan funds shall be made until all evidentiary materials required by he_ State have been submitted and approved by the State. These evidentiary materials shall include, but not necessarily be„ limited to, the materials described in Article 6 of this Agreement and the invoices described in Section 5.1. Section 5.3. Project Time Frame. The time frame outlined in the Grant Application pertaining to the Project shall be met by the Borrower. Section 5.4. Loan Terms. The__term of the Loan �shall..b�e_up to seventy-two (72) months, commencing as of the. Initial Disbursement Date : The Loan shall bear interest at a rate of zero percent (0.0%) per annum_and interest shall commence to accrue as of the Initial Disbursement Date. Section 5 5. Loan Repayments Schedule. Payments of principal shall commence on the first day of the first month immediately following the"Initial Disbursement Date, and shall continue on the fust .day of each and -every month thereafter until paid in full. Such payments shall fully amortize the Loan over severity -two `(72) months; provided, however, the entire remaining unpaid balance'of principal shall be due and payable in full on the first day of the seventy-second (72) month followlrig.the Initial Disbursement Date. Section 5.6. Leveraged Funds._ The Leveraged Funds described in the Grant Application must be used for the same purposes and under the same terms, rates, and conditions as specified therein unless prior written consent is received from the State. Section 5.7. Adverse Changes. The State will not authorize disbursement of funds if there has been any adverse change in the Borrower's financial condition, organization, operations or their ability to repay the project financing. {02091854.DOCX} 7 ARTICLE 6 Provision of Evidentiary Material Requirement Section 6.1. Provision of Evidentiary Materials. In addition to those materials described in Section 5.2 of this Agreement, the Borrower shall provide the Lender with all evidentiary materials according to the format and timetable cited in the Grant Contract. The Lender will forward these materials to the State and assist in expediting reviews leading to a release of the Loan. Section 6.2. Documentation of Use of Funds. The Borrower :must provide the Lender with necessary documentation that the Loan and the Leveraged Funds have been used for the items and purposes stated in the Grant Application prior to ,submitting the final progress report and requesting grant closeout from the State. Section 6.3. Job Creation Documentation. The Borrower shall al to the Lender notification of employment of luring each new, perm in the Lender's annual Progress Report to the Grantor. The noti provided to the Lender no later than January 15 of each year Compliance Date if the Borrower is not then in breach of Section Lender. This information must include. s' -- Permanent jobs created. Job title per Job s y Section 71 'B "business subsd Statutes Sections nually complete and provide irient employee for inclusion ication :requirement must be and shall terminate on the 7, on forms provided by the .it. The provisions of this Section constitute the of the Minnesota Business Subsidy Act (Minnesota its successor statute.) (a) The Borrower :acknowledges and agrees that the provisions of Minnesota's Business Subsidy Act apply to this Agreement, as Borrower is receiving under the terins of this Agreement government assistance. (1) The subsidy provided to the Borrower includes the $400,000.00 Loan made hereunder which will be used for the acquisition of equipment, automation tooling, molds, manufacturing cells and fixtures. (2) The public purposes and goals of the subsidy are to increase net jobs in the City. (3) The goals for the subsidy are to create jobs that pay a livable wage, per {02091854.DOCX} Section 7.1(b) of this Agreement. (4) If the goals are not satisfied, the Borrower shall make payment to the Lender as required in Section 4.4. (5) The subsidy is needed because start-up costs snake the Project economically infeasible without the Loan. (6) The Borrower must continue operations in the jurisdiction for at least five years following the Benefit Date. (7) The Borrower does not have a parent corporation. (8) In addition to the assistance provided under this Agreement, The Borrower has received or expects to receive as part of this"project, the following financial assistance from other "grantors" as defined_in the Business Subsidy Act: none. (b) By no later than the Compl Compliance Date, the Borrower shall create a Full -Time Equivalent Jobs (the "New Jobs"Y, the corporate limits of the City (excluding equivalent jobs previously existing on the D must also be maintained from the date of this The New Jobs must pay a base wage of : at $17.50 per hour including Benefits In,addii new FTE shall exceed $20.00 per hour." f th wage level commitment on.the Compliance. D proportional share Section 7.2. Repor7 and wage goals and wmenever rs.rater lnis repo: Date. If:the goals ase not in until the loan is repaid The report must be filed no later, does not submit the report, tt required filing" date., If, after to provide a report, the Borrower must pay to the Lei filed. The maximum penalty'; ance , Date and continuing through at least the least "seventeen (17) new;permanent, non -contract :6 -the Development Pi or otherwise within the three (3) permanent, full,. time non -contract I616pment Property as of April 11, 2016 which Agreement through at least the Compliance Date. least $15 OOper hour, exclusive of Benefits and on,, the weighted average cash wage level for the Borrower fails to, meet the job creation goal and [te, the Borrower Will: be required to return all, or a ver shall provide to the Lender information regarding job years after the benefit date or until the goals are met, lrrement will expire if the goals are met by the Compliance grower must continue to provide information on the loan ion must be filed on forms developed by the State. The rch l of each year for the previous year. If the Borrower shall mail the Borrower a warning within one week of the of the postmarked date of the warning, the Borrower fails a penalty of $100.00 for each subsequent day until the report is . not exceed $1,000.00. ARTICLE 8 First Source Employment Agreement Section 8.1 First Source Employment Referral Agreement. (Minnesota Statutes Section 116L.66 and any successor statutes.) The Borrower shall list any vacant or new positions with the local Workforce Development Center. {02091854.DOCX} 9 ARTICLE 9 Provision of Monitoring Information Related To Project Progress Section 9.1. Provision of Progress Information. The Borrower shall provide to the Lender information for incorporation into progress reports, as required by the State and as needed by the Lender, to monitor project implementation for compliance with Grantor and local guidelines. This information must be provided no later than January 10 of each year until the Grantor administratively closes the grant file. ARTICLE 10 Nondiscrimination.,: Section 10.1. Nondiscrimination. The provisions of Minnesota Statutes, Section 181.59 and any successor statutes, which relate to civil rights and discrimination, shall be considered a part of this Agreement as though wholly set forth herein and theBorrowershalt comply with each such provision throughout the term of this Agreement. " and Section 11.1. Acknowledgments. Zents. (a) The Borrower acknowledges that the Lender; in order to obtain funds for part of the Borrower's activities in connection with the; Project, has applied for the MIF Grant to the State under the Minnesota Investment Fund Pogram, Business and Community Development Division, and that the Lender has entered into the Grant Contract with the State, setting forth the terms, condition s2 and, requirements of the MIF Grant, The Borrower further acknowledges that it has made certam =representations and statements` in the Grant Application concerning its activities; relating to the Protect, aid that the Borrower is designated and identified under the Grant Contract. (b) A copy of the Grant Contract shall be on file in the offices of the Lender. In the event any provisionx,of this Agreement relating to the Borrower's obligations hereunder is inconsistent with the provisions of the Grant Contract relating to the Borrower's activities there under, the provisions of the Grant Contract shall prevail. (c) The Borrower acknowledges that nothing contained in the Grant Contract or this Agreement, nor any act of the State or the Lender, shall be deemed or construed to create between the State and the Borrower (or, except as Borrower and Lender between the Lender and the Borrower) any relationship, including but not limited to that of third -party beneficiary, principal and agent, limited or general partnership, or joint venture. Section 11.2. Representations and Warranties. The Borrower warrants and represents, in connection with the MIF Grant and for the benefit of the State and the Lender, that: {02091854.DOCX} 10 (a) Representations, statements, and other matters provided by the Borrower relating to those activities of the Project to be completed by the Borrower, which were contained in the Grant Application, were true and complete in all material respects as of the date of submission to the Lender and that such representations, statements, and other matters are true as of the date of this Agreement and that there are no adverse material changes in the financial condition of the Borrower's business. (b) To the best of the Borrower's knowledge, no member, officer, or employee of the Lender, or its officers, employees, designees, or agents, no consultant, member of the governing body of the Lender, and no other public official of the Lender, who exercises or has exercised any functions or responsibilities with respect to the ProJeet .during his or her tenure shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project or in, any activity, or benefit there from, which is part of the Project. (c) The Borrower acknowledges that the, State, in selecting the Lender as recipient of the Grant, relied in material part upon the assured completion of the Project to be carried out by the Borrower, and the Borrower warrants that said Project willbe carried out as promised. (d) The Borrower warrants that to: the best 'of, its knowledge, it has obtained all federal, state, and local governmental approvals, reviews, and permits required by law to be obtained in connection with he,Project and has undertaken and completed all actions necessary for it to lawfully execul (e) The documents relating of the State shall; a the State Latina to or (f) `The f Lender to the Borg-. Borrower shall neitl Grant Contract, nor Contract. as irrants that it shall. keep and maintain books, records, and other ieaeveraged Funds and that any duly authorized representative I e .times, :have access to and the right to inspect, copy, audit, and and other documents of the Borrower until such time that the oth determined' that all issues, requirements, and close-out out of the MIF Grant have been settled and completed. ler warrants that no transfer of any or all of the Loan Proceeds by the shall be or be deemed an assignment of Loan Proceeds, and the ,ceed to any rights, benefits, or advantages of the Lender under the L, any right, privileges, authorities, or interest in or under the Grant (g) The Borrower warrants that it has fully complied with all applicable local, state, and federal laws pertaining to its business and will continue such compliance throughout the terms of this Agreement. If at any time notice of noncompliance is received by the Borrower, the Borrower agrees to take any necessary action to comply with the local, state, or federal law in question. {02091854.DOCX} I 1 ARTICLE 12 Other Special Conditions Section 12.1. Antitrust. The Borrower hereby assigns to the State of Minnesota any and all claims for overcharges as to goods and services provided in connection with this Agreement resulting from antitrust violations that arise under the antitrust laws of the United States or the antitrust laws of the State. Section 12.2. Workers Compensation Insurance. The Borrower has obtained workers compensation insurance as required by Minnesota Statutes,, , Section 176.181, subd..2. The Borrower's workers compensation insurance information is as "'follows: Section 12.3. Business with the by Minnesota Law to provide its State of Minnesota. This inform. laws. Supplying these numbers returns and pay delinquent Statf these numbers are provided. The and State personnel involved in t] ax Federal Emplo` Section 12.4. Grant Closeo provide the Lender with all do for the items and purposes set m esota/State Tax Laws. The Borrower is required tax identification number if it does business with the )e used m he enforcement of Federal and State tax m an act rarr to require the Borrower to file State tax trey: This Agreement will not be approved unless will be available to Federal and State tax authorities of State obligations. 543965 096960 The Borrower shall, _prior to grant closeout from the State, entation necessary to demonstrate that the Loan has been used in the Grant Application. Section 12.5. Review of Documents. The Borrower shall not be entitled to any disbursement of Loan Proceeds until the Lender's legal counsel and the State have reviewed and approved this Agreement and the exhibits attached hereto. Section 12.6. Effect on Other Agreements. Nothing in this Agreement shall be construed to modify any term of any other agreement to which the Lender and the Borrower are parties. Section 12.7. Release and Indemnification Covenants. Except for any breach of the representations and warranties of the Lender or the negligence or other wrongful act or omission {02091854.DOCX} 12 of the following named Parties, the Borrower agrees to protect and defend the Lender and the governing body members, officers, agents, servants, and employees thereof, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the acquisition, construction, installation, ownership, maintenance, and operation of the Project and the Borrower's activities on the Development Property. Section 12.8. Modifications. This Agreement may be modified solely through written amendments hereto executed by the Borrower and the lender and approved by the State. (b) as to the Borrower, `. T&'J Solutions; Irrc d/b/a Corvida Medical 2261 Crosspark Road, Suite 127 Coralville, IA 52241 or at such�other address with respect to any party b s that party may, from time to time, designate in writing and._forward to the others as 1?rovided in this Section 12.9. Section 12.10,`` ,Conflict of Interests, Representatives Not Individually Liable. No employee, officer or agent 6T the. Lender shall participate in the administration of a contract supported by F: this loan if a conflict=ofinterest-real or apparent, would be involved. No employee, officer or agent of the Lender may obtam,=a'financial interest in any agreement with respect to this loan. No employee, officer, or agent; of the Lender shall be personally liable to the Borrower or any successor in interest in the event of any default or breach by the Lender or for any amount that may become due to the Borrower or on any obligation or terra of this Agreement. Section 12.11. Binding Effect. The covenants and agreements in this Agreement shall bind and benefit the heirs, executors, administrators, successors, and assigns of the Parties to this Agreement. Section 12.12. Provisions Not Merged With Deed. None of the provisions of this Agreement {02091854.Docx} 13 are intended to or shall be merged by reason of any deed transferring any interest in the Development Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 12.13. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted only for convenience of reference and shall be disregarded in construing or interpreting any of its provisions. Section 12.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 12.15. Choice of Law and Venue. This Agreement,shall be governed by and construed in accordance with the laws of the state of Minnesota without regard to its conflict of laws provisions. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and a11,Parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on`°convenience or otherwise. Section 12.16. Waiver. The failure or delay of anyparty to take any action or, assert any right or remedy, or the partial exercise by any party of any rr"ghti remedy shall not bedeemed to be a waiver of such action, right, or remedy -if the circumstances creating such action, right, or remedy continue or repeat. Section 12.17. Entire Agreement. This. Agreement,:;with the exhibits hereto, constitutes the entire agreement between the Parties pertaining to its"subject matter and it supersedes all prior contemporaneous agreements, representations, and uh erstandings of the Parties pertaining to the subject matter of this Agreement. Section 12 18 S.eparabrlrtX Wherever ;possible, each provision of this Agreement and each related document shaait be;_ interp> eted so that it .is valid under applicable law. If any provision of this Agreement or any related document is to any extent found invalid by a court or other governmental. entity of conmpetent jurisdiction, that provision shall be ineffective only to the extent of such :invalidity, without invalidating the remainder of such provision or the remaining provisions of this"Agreement or airy other 'related document. Section 12.19. Immuni . Nothing in this Agreement shall be construed as a waiver by the Lender of any imrnumtiesdefenses, or other limitations on liability to which the Lender is entitled by law, including _but not limited to the maximum monetary limits on liability established by Minnesota Statutes, Chapter 466. Section 12.20. Publicity and Endorsement. (a) Publicity. Any publicity regarding the subject matter of this loan contract must identify the State as the sponsoring agency. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, {02091854.DOCX} 14 with respect to the program, publications, or services provided resulting from this grant contract. (b) Endorsement. The Grantee and the Borrower must not claim that the State endorses it's products or services. [Remainder of page intentionally blank] {02091854.DOCX} 15 IN WITNESS WHEREOF, the Lender has caused this Agreement to be duly executed in its name and behalf and the Borrower has caused this Agreement to be duly executed in its name and behalf as of the date first above written. LENDER: City of Eagan Christina M. Scipioni Its: Clerk {02091854.DOCX} 16 EXHIBIT A Legal Description/Address of Development Property Lot 1, Block 1, Hussain Addition, according to the recorded plat thereof, Dakota County, Minnesota. {02091854.DOCX} EXHIBIT B List of Equipment {02091854.DOCX} PROA/HSSORY NOTE $400,000.00 2016 J & J Solutions, Inc., an Iowa Corporation, d/b/a Corvida Medical (the 'Borrower"), for value received, hereby promises to pay to the City of Eagan (the "Lender") or its assigns, at its designated principal office or such other place as the Lender may designate in writing, the principal sum of Four Hundred Thousand and No/100 Dollars ($400,000.00) as may be advanced under this Note, with interest as hereinafter provided, in any coin or currency which at the time or times of payment is legal tender for the payment of private debts in the United States of America. The principal of this Note is payable in installments due as follows: 1. The Loan shall bear interest at a rate of zero percent (0.0%) per annum and interest shall commence to accrue as of the Initial Disbursement Date as defined in the Loan Agreement, as hereinafter defined. 2. The Loan may be disbursed in up to three installments, which installments are referred to herein as Tranche A, Tranche B and Tranche C. The repayment of the Loan amounts may occur as follows: a. Tranche A: Payments of principal of Tranche A shall continence on the first day of the fust month immediately following the Initial Disbursement Date, and continue on the first day of each and every month thereafter. The monthly payment for Tranche A shall be made in 72 equal monthly payments in the amount of $2,730.00 monthly payments. Such payments shall fully amortize the Loan over seventy-two (72) months; provided, however, the entire remaining unpaid balance of principal shall be due and payable in full on August 1, 2022. b. Tranche B: The date of disbursement of Tranche B is referred to herein as the Tranche B Disbursement Date. Payments of principal of Tranche B shall commence on the first day of the first month immediately following the Tranche B Disbursement Date, and continue on the first day of each and every month thereafter. The monthly payment for Tranche B shall be determined by the following formula: a) the numerator being the amount of the Tranche B disbursement; and b) the denominator being the number of whole months starting with the date of the Tranche B disbursement date through August 1, 2022. c. Tranche C: The date of disbursement of Tranche C is referred to herein as the Tranche C Disbursement Date. Payments of principal of Tranche C shall commence on the first day of the first month immediately following the Tranche C Disbursement Date, and continue on the first day of each and every month thereafter. The monthly payment for Tranche B shall be determined by the following formula: a) the numerator being the amount of the Tranche B disbursement; and b) the denominator being the number of whole months starting with the date of the Tranche C disbursement date through August 1, 2022. 3. However, if the goals are not met by the Compliance Date (as those terms are defined in the Loan Agreement), the Borrower agrees to repay all or a part of the principal amount of this Note on a pro rata basis and an accelerated basis (as further described in Section 3 the "Recaptured Principal"), plus interest set at the greater of 3.0% or the implicit price deflator defined in Minnesota Statutes, Section 275.70, Subdivision 2 ("Recapture Interest"), accruing from and after the Initial Disbursement Date, compounded annually. Recaptured Principal plus Recapture Interest thereon shall be repaid not later than 30 days after the Lender notifies the Developer of the amount to be repaid pursuant to Section 7.1 of the Loan Agreement. If the goals are only met in part on the Compliance Date, the Borrower will repay a pro rata portion of the principal amount of this Note (plus Recapture Interest). 4. The Borrower shall have the right to prepay the principal of this Note, in whole or in part, without prepayment penalty. 5. This Note is given pursuant to the Loan Agreeme- fi and is secured by a Security Agreement of even date herewith (the "Security Agreement") covering certain personal property located in Dakota County, Mimiesota. In the event any such security 1s found to be invalid for whatever reason, such invalidity shall constitute 'an event of default hereunder. All of the agreements, conditions, covenants, provisions, and stipulationscontained in the Loan Agreement, or any instrument securing this Note are hereby made a part of this Note to the same extent and with the same force andeffect as if they were -fully set forth herein. It is agreed that time is of the essence of this Note If a default occurs under the Loan Agreement, or any instrument securing this Notes then the Lender of this Note may at its right and option, without notice, declare immedaely"`due and payable the prnicipal balance of this Note, together with any costs of collection including attorney fees incurred' by the Lender of this Note in collecting or enforcing payment hereof, whether suit be brought or not, and all other sums due hereunder, or under any instrument securing this. Note.-, The Borrower agrees that the Lender of this Note may, without notice to the;Borrower of this Note and witliout affecting the liability of the Borrower of this Note, accept additional or substitute security for this Note, or release any security or any party liable, for this Note or= 7. This Note shall be governed by and construed in accordance with the laws of the state of Minnesota without regard to its conflict of laws provisions. Any disputes, controversies, or claims arising out of this Note shall be heard in the state or federal courts of Minnesota, and all parties to this Note waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 8. The headings used in this Note are solely for convenience of reference, are no part of this Note, and are not to be considered in construing or interpreting this Note. 9. This Note, with the other Loan Documents, constitutes the entire Note between the parties pertaining to its subject matter and it supercedes; all prior contemporaneous Notes, representations, and understandings of the parties pertaining to the subject matter of this Note. 10. Separability. Wherever possible, document shall be interpreted so that it is valid Agreement or any related document is to an governmental entity of competent jurisdiction; extent of such invalidity, without invalidating th provisions of this Note or any other related docun 11. IT IS HEREBY C required to exist, happen, and be have happened, and have been pf IN WITNES the _day of 0 3 J Its: h'provisioi of this Note and each related r applicable aaw. If any provision of this stent found invalid by a court or other provision shall b6l. ineffective only to the minder of such provision or the remaining �ITED that all conditions, acts, and things to or ln:-the issuance of this Note do exist, 3 due forrr;as required by law. Note to be duly executed as of s, Inc., an Iowa corporation, Medical SECURITY AGREEMENT This security agreement (the "Security Agreement") is made and given as of this day of , 2016, by J & J Solutions, Inc. d/b/a Corvida Medical with its principal place of business at 2261 Crosspark Road, Suite 127, Coralville, IA 52241 (the "Borrower") in favor of the City of Eagan, with its offices at 3830 Pilot Knob Road, Eagan, MN 55122 and its endorsees, successors and assigns (the "Lender"). RECITALS A. Lender and Borrower have entered into a certain Loan Agreement, dated as of the date hereof (the "Loan Agreement"), pursuant to which Lender will loan to Borrower no more than $400,000 (the "Loan") to assist with the`purchase of equipment, automation tooling, molds, manufacturing cells and fixtures on the Pevelopment Property. The Borrower has agreed to grant to the I?ender a security interest in certain pieces of equipment (the "Equipment) described orn the Exhibit B attached,hereto, such Equipment to be located at the Development Property site described on the Exhibit A attached hereto (the "Development Property"). Borrower's payment obligations under the Loan Agreement will be evidenced by a promissory, note -;(the "Note") dated as of the date hereof. B. As security for the repayment and deliver to Lender this Sec the Equipment. C. The Note, this Security Agreement, ar security for the Loan. are herein referred are hereby acknowledged by that Borrower execute y interest to Lender in other instruments or documents given as the "Loan Documents". onsideration, the receipt and adequacy of it is agreed as follows: 1. Grant of Security Interest _ As security for the payment and performance of the Note and _all other liabilities, obligations, and indebtedness of Borrower to Lender due or to becoe due, direct or ;in mdirect, absolute or contingent, joint or several, howsoever created, now .or..hereaftei at any time created, arising, or evidenced under or pursuant to the Note or this Agreement or any other document or instrument evidencing or securing the Note, Borrowowledges the intent of Lender to take a first purchase money security interest (the "PMSI") in and further does hereby transfer, assign, and grant to Lender a security interest in all of Borrower's right, title, and interest in and to the following (hereinafter collectively referred to as the "Collateral"), whether now owned or hereafter acquired or arising: (a) the Equipment; and (b) any and all proceeds of the foregoing. {02091851.DOCX} 1 Borrower agrees to provide all reasonable cooperation requested by Lender in connection with the PMSI. 2. Borrower's Representations, Warranties and Covenants. Borrower represents, warrants, covenants, and agrees: (a) Organization. Borrower is an Iowa corporation validly existing and in good standing under the laws of the state of Iowa and doing business in Minnesota, and Borrower has full power and authority to execute, deliver, and perform the Loan Documents, and to own its property and conduct its business as presently conducted and as proposed to be conducted. (b) Authorization. The execution, delivery,: andperformance of this Security Agreement have been duly authorized by.all necessary action and will not: (i) require any consent ..orapproval of obtained; or (ii) violate :any instrument to whic': that has not been or by which it is agreement, or (c) Performance by Borrower; Unless Borrower obtains Lender's prior written consent, Borrower shall not. its interest in any of the Collateral, or or assign, or offer to sell, transfer or assign all or any 'Qllateral or permit all or any part of the Collateral to sfed, or assigned; or consent to the removal of any of the Equipment from invent Property. (d) Title to Collateral. Borrower shall keep good marketable title to .all of the Collateral, and, none of the Collateral is subject to any lien or security interest except for the: security interest created by this Security Agreement, security interestsshow-n' of record in the office of the Iowa Secretary of State as of the date hereof 'and other security interests consented to in writing by Lender. Lender acknowledges there are blanket security interests shown in the UCC filing records of the Iowa Secretary of State, recorded prior to the date of this Security Agreement, but it is Lender's intent to create a purchase money security interest in the collateral. Borrower has not granted, and will not grant or permit to exist, any lien or security interests in all or a portion of the Collateral other than the liens in favor of Lender, liens or security interests shown of record in the office of the Iowa Secretary of State as of the date hereof, as such lines may attach to the Collateral, and other liens consented to in writing by Lender. Borrower shall {02091851.DOCX} 2 defend the Collateral against all claims and demands of all and any other persons at any time claiming any interest therein adverse to Lender. (e) Actions and Proceedings. There are no actions at law, suits in equity, or other proceedings pending before or expected to be filed with any governmental agency, commission, bureau, tribunal, or other arbitration proceedings against or affecting Borrower that if adversely determined would adversely affect Borrower's interest in the Collateral or would adversely affect the rights of Borrower to pledge and assign all or a part of the Collateral or the rights and security afforded Lender hereunder. (f) Insurance. Borrower agrees it against loss by fire and other .haza. Lender, insurance protection is reas61 protect against loss or damage .ol th contain a loss payable clause in'-'favc form satisfactory to Lender, provic reasonable discretion.,: self -insure the'`I ,ill keep the Equipment insured at all times s concerning which, in the judgment of bly necessaiy`and in amounts sufficient to Equipment. such:. policy or policies will of Lender or its successors or assigns, in d, however, that Borrower may, at its (g) No Fixture. If,ar y of%Ahe Collateial_is or becomes a fixture, Borrower agrees to furnish Lender, at Lender's request, with a statement or statements signed byall persons who have or claim an interest in the real estate concerned, which stateirints shall provide that the signer consents to the security interest created herebv and disclaims ary interest m theWCollateral as fixtures. (h) Understandings Re a�g Collateral. Borrower acknowledges that the ,Collateral rs .of the design,. and manufacture specified for and by Borrower, and that Borrower atisfied' that the same is suitable for its intended purposes. Borrow further acknowledges aril agrees that Lender has not made, and does not make; -,i any r6presentation, _ warranty, or covenant with respect to merchantability, fitness for any purpose, durability, patent, copyright or economic mark infringement, suitability, or capability of any item of Collateral in any respect or in connection with any other purpose or use of Borrower, or any other representation, warranty, or covenant of any kind or character expressed or impliedWith respect thereto. Borrower accordingly agrees not to assert any claim whatsoever against Lender based thereon. Borrower further agrees, regardless of cause, not to 'assert any claim whatsoever against Lender for loss of anticipatory profits or consequential damages. (i) Use of Collateral. The Collateral will be used for its intended business purpose and will at all times be located at the Development Property. 0) Condition of Collateral. Borrower will keep the Collateral in good condition and repair, reasonable wear and tear excepted, will permit Lender to enter upon the Development Property at reasonable times for the purpose of (02091851.Docx) 3 examining the Collateral. (k) Costs of Collection. In the event of any action or proceeding to collect or realize upon the Collateral or to enforce any of Lender's rights hereunder, Borrower shall pay: (i) all of Lender's attorneys' fees and other legal expenses, with interest thereon, incurred by Lender; (ii) all taxes, levies, insurance expenses, and costs of repairs to, or maintenance of, the Collateral; and (iii) all costs of Lender preserving the Collateral 3. Event of Default. Upon the e) may exercise any remedy available to 4. Further Assurances. Borrc at Borrower's expense, Uniform evidence of tax filings and payrII Statement in substantially the for Minnesota Secretary of State's Of its option, to file a carbon, photo financing statement and that such under the Code; and (n) Lender is thereto without thesianature of Bc possession of, disposing of or ).efault (defined below). a default under the Loan Agreement, Lender .r the terms of the Loan Agreement. ,xecute wind deliver to Lender, promptly and I1 Code ' ("Code") financing statements and ling out limitation a UCC -1 Financing by the'16,-,-'q. Secretary of State's Office and iwer agrees that: (i) Lender is authorized, at other reproduction of this Agreement as a shall be snficient as a financing statement . to file financing statements or amendments ovided that if a signature is required by law, ✓er's attorney-in-fact to execute any such 5. Cumulative Remedies:. All of Lender's rights and remedies herein are cumulative and in addition to any rights or remedies available at law or in equity including the Code, and maybe exercised concurrently or separately. Borrower shall pay all costs, 'expenses, losses, damages and legal costs (including attorneys' fees) incurred by Lender as a result of enforcing airy terms or conditions of this Agreement. 6. No Liability .Imposed on Lender. Lender shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge any obligation, duty, or liability, nor shall this Agreement operate to place responsibility for the control, care, or management of the Equipment upon Lender. 7. Indemnification. Borrower agrees to defend, protect, indemnify and hold Lender harmless of and from any and all liability, loss, and damage that Lender does, may, or might incur under or by reason of this Agreement, and of and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings to perform or discharge any of the terms, covenants, or {02091851.Docx} 4 agreements contained herein. Should Lender incur any such liability or be required to defend against any such claims or demands, or should a judgment be entered against Lender, the amount thereof, including costs, expenses, and reasonable attorney's fees, shall bear interest thereon at the rate then in effect on the Note, shall be secured hereby, shall be added to the Loan, and Borrower shall reimburse Lender for the same immediately upon demand, and upon the failure of Borrower so to do, Lender may declare the Loan immediately due and payable. 8. Expenses of Lender. All expenses in protecting, handling, and shipping of the Collateral, all costs of keel encumbrances and security interests (other than the, s Agreement) and the removing of the same and all excis, imposed by state, federal, or local authority on any of the sale thereof, shall be borne and paid for by Borrower 1, at, storing, warehousing, insuring, )ing the Collateral free of liens, curity interest created by this property, sales, and use taxes Collateral or with respect to the d if Borrower fails to promptly pay any amounts thereof when due, Lender may, at its opt ioxx, but shall not be. required to, pay the same, and upon such payment the same shall constitute -;,,obligations and shall bear interest at the rate specified in the Note and shall be secured bythe security interests granted hereunder. 9. Continuing Rights. The "rights and powers of Lender hereunder shall continue and remain in full force effect untittli& Loam is paid in full. is books and records relating , to "tl e Collateral and other rights to payment by the,security interest created in this Agreement a notation stating that any such i1 and other" ,rights of payment are subject to a security interest in favor of Lender. 11. Effect on Other Agreements. Nothing in this Agreement shall be construed to modify ainyterm of any other agreement to which Lender and Borrower are parties. 12. Release _and Indemnification Covenants. Except for any breach of the representations and warranties of Lender or the negligence or other wrongful act or omission of the following named parties, Borrower agrees to protect and defend Lender and the governing body members, officers, agents, servants and employees thereof, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the acquisition, construction, installation, ownership, maintenance, and operation of the Equipment. 13. Modifications. This Agreement may be modified solely through written amendments hereto executed by Lender and Borrower and approved by the State. {02091851.DOCX} 5 14. Notices and Demands. Any notice, demand, or other communication under this Agreement by either parry to the other shall be sufficiently given or delivered only if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally: (a) as to the Lender: City of Eagan ATTN: Community Development Director 3830 Pilot Knob Road Eagan, MN ,55122 (b) as to the Borrower: J & J Solutions, Inc. d/b/a Corvida Medical 2261 CR spark Road, Suite 127 Coralville, IA 5.2241 or at such other address with respect to any party as that party may, from time to time, designate in writing and forward to the others, as provided in this Section 14. 15. Conflict of Interests ,Representatives Not Individually Liable. ` No officer or employee of Lender may acquire any financial- interest, direct or indirect, in this Agreement, the Equipment, or In any :'contract related to the Equipment. No officer, agent, or employee of Lender slA..be personally, liable to Borrower, or any successor in interest, in the eventof any default or breach by Lender or"°'for any amount which may become due too Borrower or on any obligatlon:or term 4this Agreement. 16. lents in this Agreement shall bind and sors, and assigns of the parties to this 17.:- Merger. None of the`pxovisions of this Agreement are intended to or shall be merged by reason of*X deed transferring any interest in the Development Property and any sueh Aped shall not be, deemed bb affect or impair the provisions and covenants of this 18. Titles `of :Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of whom shall constitute one and the same instrument. 20. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota without regard to its conflict of laws provisions. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this {02091851.DOCX} 6 Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 21. Waiver. The failure of any party to take any action or assert any right or remedy, or the partial exercise by any party of any right or remedy, shall not be deemed to be a waiver of such action, right, or remedy if the circumstances creating such action, right, or remedy continue or repeat. 22. Entire Agreement. This Agreement, with the other Loan Documents constitutes the entire agreement between the parties pertaining to itssubjectmatter and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties pertaining to the subject matter of this Agreement 23. SeparabilitX. Wherever possible, related document shall be interpreted so< provision of this Agreement or any relate' court or other governmental entity of:,c� ineffective only to the extent of such in) such provision or the remaining proven. document. provision :of this Agreement and each it is valid under applicable law. If any ument is to any .extent found invalid by a tent jurisdiction, 'that provision shall be ty, without invalidating the remainder of of this Agreement or any other related IN WITNE' name and behalf a behalf as of the date LENDER: City of Eagan By: Mike Maguire Its: Mayor {02091851.Docx} Lender has caused this Agreement to be duly executed in its caused this Agreement to be duly executed in its name and 7 M. BOI J& d/b/, LIM Christina A Scipioni Its: Clerk {02091851.Docx} EXHIBIT A TO SECURITY AGREEMENT DEVELOPMENT PROPERTY LEGAL DESCRIPTION Lot 1, Block 1, Hussain Addition, according to the recorded plat thereof, Dakota County, Minnesota. {02091851. DOCX} EXHIBIT B TO SECURITY AGREEMENT DESCRIPTION OF EQUIPMENT {02091851. DOCXI Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA T. Approve Final Subdivision - Willow Ridge at Wescott Action To Be Considered: To approve a Final Subdivision, Willow Ridge at Wescott, to create 15 lots upon approximately 10 acres located at 1055 and 1085 Wescott Road, north of Wescott Road and east of Lexington Avenue. Facts: ➢ The City Council approved the preliminary Subdivision on March 17, 2015, in conjunction with a Rezoning of the property ➢ In March 2016, a one-year extension of the preliminary plat approval was approved allowing until March 17, 2017 for the plat to be recorded. ➢ As proposed, the lots comply with R -IS (residential single-family small lot) zoning district standards, which is consistent with the Rezoning approved in March 2015. ➢ All documents and agreements are in order for execution at the City Council meeting on July 19, 2016. Issues: None Attachments: (2) CT -1 Location Map CT -2 Final Plat I F Eft L o Q r x �lo __-- --_ �9`m y r- Ye w Uw p;m 3�'am c'w E E Y iLi , n v>: �c� o E� E E - _ - =° 3zm �c cf ory an � r-u,rvo o�000 oEo 3 I x.Y I `�- I ♦lJO Vui 8]NI JO L/iM]HLLJO ,L�v0a9 r53H1 I � � --. I M' 'M 3NL JO 'LJ Ott"l 3Nl JO ]Nn'3-� i[tlL ; 099. M.Y9REMN r ; -- mu chI q `�>Ary I 1 S I WI _= I € l ,fir+''is• , r.:„: \ !`, I 4/ i.. -i' R- a� i �� 5?I �x gni I i5 l �ra"''E`-- ., L•..i ., I � ..L�.LL.e,-11O '.,,r�Asa.9a..,�;.� ail Q <'s. �S3M .< CC ' NI0 �_ ----------,A — f .r I off. �zs, .�zrn nuroTox r_—o.ex 'a�'!__`i�_ I _a_ j,' � I I ---;a-ascsss nx xa eta JN)n]s a Auu,n n L�..• , ,1"c s -- v--- _ tlz� � Y �y I i / .� �'i ; % I .•d'.t I �� $. I Jo r/i Ms 3NL I' aL � I� � f.. :�c.=e �° 3�� R I Jo L/icM 3Nl Jo sootl Or s lNl JO sada I __ �_O = ffi or'M ,xl w sada oL '] su Jo 3xit'a F U i 12 - J I J `--------------- o �------- 'azsr3 es -wads ---- I I �-----asPi a.saaaos ---- ~Q' .0 � r I i xl I iF e➢�"d' N'�c"•n �-------oa'-II LL9 l s ____w'Lc 1` "bfbg".\ Is I ___ "------------------"-- tt it • /� I \ i\� \--r - J--Lxtrvasr]urvu� arvr nrxnrw- o ,1 sass tl•IL' r I S = �. Jof/i Ms ,xl Ju L/i M ]xl Jo sada ors ]rn � ao soca or ,I iI __ __ _____ ____________________________I isa es Or)----------------------------- Y_ --_I_ I_'__ J__ ----------------- ------------------- i I 3 I I mg R of �Fz 1 a v zy i;<: s::3 r/i Ms ,xl Jo z i 'M 10 iHn 'M - Agenda Information Memo July 19, 2016, Eagan City Council Meeting CONSENT AGENDA U. Approve Final Plat (West End Trap Club) — West End Hunting & Fishing Club Action To Be Considered: To approve a Final Plat (West End Trap Club ) to create one lot upon approximately 19 acres located at 4899 Brooklyn Lane. Facts: ➢ The proposed plat consists of one parcel and plats an unplatted parcel along existing boundaries. ➢ The property contains a clubhouse and shooting range. An expansion to the existing clubhouse necessitated platting of the property, in compliance with the City Code. ➢ The Final Plat has been reviewed by staff and the Dakota County Surveyor, and has been approved for mylars. Issues: None Attachments: (2) CU -1 Location Map CU -2 Final Plat E g gca U N 41 HN a��"9Waa ;R a a9 �c 8 3`Oay �« fi Y d E ➢ E °' sa p U 2�?gnsE 5 ;v�e 5 N j 5ez5«deo a e €€05 i '" � pC m,yIM�e 5 uiz0'JgN`•w'�',so 5`23 z � e'rg ffi� mE a E e - �" °3F�ssg as 5 a F� EenY of y5 P '� os 3 $o o r" $ns"fs EHEa'_ s"�, s � a t �➢ zs-g6 t k� = $ >� m as Y °m E� Y" " o ° o •,697911 3..6UN3?J'^'? ------------ 1 1 � Y 5 n 6 Oo 3 ¢5 2 c I ti°1 1 1 � 1 P, •a,Znmiiw •a0opp."....., � " ,y �. A — `-95'69 69'ZOF {Z'LO6 2 lF'tSH - .££,9066=9 8pt � Agenda Information Memo July 19, 2016 Eagan City Council Meeting PUBLIC HEARING A. Variances —City of Eagan Action To Be Considered: Approve parking setback Variances for two properties along at 3386 and 3390 Pilot Knob Road associated with Pilot Knob Road Corridor Improvements (County Project 31-76/ City Project 1095). 3386 Pilot Knob Road 10 foot parking setback variance 3390 Pilot Knob Road 13 foot parking setback variance Facts: ➢ The City's zoning ordinance requires a minimum parking and pavement setback of 20 feet from a public right-of-way. ➢ The Variances are based on the existing developed conditions of the properties and the additional right-of-way and trail easements acquired for the expansion and upgrade of Pilot Knob Road (County State Aid Highway 31) for County Project 31-76/ City Project 1095, currently under construction. ➢ Each of the Variances is prompted by a public action, due to the acquisition of additional right-of-way for the project, which includes turn lane and center median construction. ➢ Staff believes that it would be appropriate for the City to acknowledge the impact of the public improvement projects on private property parking setbacks and to take action so that the resulting setbacks are not considered non -conforming. 60 -Day Agency Action Deadline: September 5, 2016 Attachments (2) PHA -1 Location Map PHA -2 Staff Report PLANNING REPORT CITY OF EAGAN REPORT DATE: July 12, 2016 APPLICANT: City of Eagan PROPERTY OWNER: Various REQUEST: Variance LOCATION: 3386 & 3390 Pilot Knob Road CASE: 10 -VA -06-07-16 & 10 -VA -07-07-16 HEARING DATE: July 19, 2016 PREPARED BY: John Gorder COMPREHENSIVE PLAN: SA, Special Area — Central Area Commons ZONING: PD, Planned Development SUMMARY OF REQUEST The City of Eagan is requesting parking setback Variances for two properties along Pilot Knob Road (CSAR 31) between Yankee Doodle Road (CSAR 28) and Norwest Court. See attached location map. 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, 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 have 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. That special conditions or circumstances do not result from actions of the applicant. d. That granting of the variance will not confer on the applicant any special privilege that is denied by this Ordinance to owners of other lands, structures or buildings in the same district. Planning Report — Pilot Knob Road July 12, 2016 Page 2 e. The variance requested is the minimum variance which would alleviate the hardship. f. The variance would not be materially detrimental to the purposes of this Code or to property in the same zone. CODE REQUIREMENTS The City's zoning ordinance required parking areas to be set back a minimum of 20 feet from a public right-of-way. BACKGROUNDIHISTORY Since 2014, the Capital Improvement Program (CIP) for the City of Eagan included the expansion and upgrade of Pilot Knob Road (County State Aid Highway 31) from Yankee Doodle Road (CSAR 28) to Central Parkway. The expansion/upgrade includes the addition of a southbound lane, center median improvements, and replacement of signal systems. In 2015, the Dakota County Transportation Department assumed the role of lead agency for the project to enable it to be scheduled for the 2016 construction season. As a result, the County Transportation Department proceeded with the acquisition of necessary right-of-way and easements to allow construction to be completed in 2016. EXISTING CONDITIONS Two properties have been identified as having non -conforming parking setbacks as a result of the expansion and upgrade of Pilot Knob Road. Both of the properties for which the Variances are sought are currently developed. The proposed Variances are based on the existing developed conditions of the properties and the additional right-of-way or easement acquired for the expansion and upgrade of Pilot Knob Road, which is under construction this summer. EVALUATION OF REQUEST The two properties will have parking setbacks less than 20 feet. An exhibit is attached. APPLICANT'S ESTIMATE OF HARDSHIP Each of the Variances is prompted by a public action, the acquisition of additional right-of-way or easement along Pilot Knob Road. Without the Variances, these properties would have non- conforming setbacks as a result of the Pilot Knob Road expansion and upgrade. SUMMARY / CONCLUSION The City of Eagan is requesting parking setback Variances for two properties along Pilot Knob Road between Yankee Doodle Road (CSAH 28) and Norwest Court. These Variances are Planning Report — Pilot Knob Road July 12, 2016 Page 3 necessary to accommodate reduced setbacks along Pilot Knob Road resulting from the public's acquisition of additional right-of-way or easement to expand and upgrade of Pilot Knob Road. Two properties are affected and require parking setback variances. Staff believes that it would be appropriate for the City to acknowledge the impact of these public improvement projects on private property parking setbacks along Pilot Knob Road and to take action so that the resulting setbacks are not considered non -conforming. ACTION TO BE CONSIDERED To approve the following Variances to setbacks along Pilot Knob Road (CSAH 31) between Yankee Doodle Road (CSAH 28) and Norwest Court. 3386 Pilot Knob Road 10 -foot parking setback variance 3390 Pilot Knob Road 13 -foot parking setback variance 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 use permitted in the variance. 4b� 3386 & 3390 Pilot Knob Road N July 2016 Citunf wn Proi3osed Variances - Project 1227 C F Norwest Court t M t 1go � 3386 i t t_ Yt I' -a_ • M 3386 & 3390 Pilot Knob Road Proposed Variance Locations July 14, 2016 iv 1go � t t_ Yt r t: isFS�rc ` . 3386 & 3390 Pilot Knob Road Proposed Variance Locations July 14, 2016 iv Agenda Information Memo July 19, 2016, Eagan City Council Meeting NEW BUSINESS A. Rezoning, Preliminary Planned Development and Preliminary Subdivision (Summerbrooke) — DR Horton Inc. MN Actions To Be Considered: To approve (or direct preparation of Findings of Fact for Denial) a Rezoning from A, Agricultural, to PD, Planned Development, upon approximately 15 acres located at 775 and 785 Diffley Road. To approve (or direct preparation of Findings of Fact for Denial) a Preliminary Planned Development (Summerbrooke) for the development of a single family neighborhood consisting of 33 lots upon approximately 15 acres located at 775 and 785 Diffley Road, subject to the conditions listed in the APC minutes. To approve (or direct preparation of Findings of Fact for Denial) a Preliminary Subdivision (Summerbrooke) to create 33 lots upon approximately 15 acres located at 775 and 785 Diffley Road, subject to the conditions per the revised conditions of approval as attached. Required Vote For Approval: ➢ Rezoning and Preliminary Planned Development — At least three votes ➢ Preliminary Subdivision — Majority of Councilmembers present Revised information is highlighted in Bold. Facts: ➢ This item was before the City Council on April 5, 2016. The Council continued the item to their June 7th meeting and requested that the applicant consider their concerns regarding the Rezoning to R -1S and access. ➢ Subsequently, the applicant withdrew the R -1S Rezoning and Variance requests and submitted for a Rezoning to Planned Development and a Preliminary Planned Development; the preliminary subdivision request hasn't changed in a substantive way. ➢ The property consists of two unplatted parcels with areas of wetlands and trees. Both parcels contain a single family home. ➢ The proposed Subdivision complies with the proposed Planned Development consisting of both R-1 (Residential Single Family) and R -IS (Small Lot Single Family) zoning standards and is consistent with the Low Density residential land use designation having a gross density of 2.2 units per acre. The proposed Rezoning request for a PD, Planned Development, zoning designation accompanies the proposed Preliminary Planned Development. ➢ The Preliminary PD includes the development of 33 single family residential lots ranging in size from 9,372 sq. ft. to 33,755 sq. ft. ➢ Access to the site is proposed via a new public street intersection with Diffley Road and will connect with the Barrow Court street stub to the north. Sewer and water will also be extended into the site. ➢ A Wetland Delineation will be required prior to final subdivision, and wetland buffers established around the wetlands per City Code. ➢ Tree preservation standards are satisfied through mitigation and cash dedication. ➢ Park dedication will be required for the net increase of 31 lots, payable at the time of final subdivision. ➢ The Advisory Parks Commission held a public meeting on March 21, 2016 and recommended cash park and trail dedication for the net increase of 31 lots, payable at the time of final subdivision. ➢ The Advisory Planning Commission (APC) held a public hearing on the proposed requests for Rezoning to PD and Preliminary Planned Development at the June 28, 2016 meeting and recommended approval on a 5-2 vote for the Rezoning/Preliminary PD. Issues: ➢ A number of neighbors shared concerns at the March 22, 2016 Public Hearing regarding traffic, street connections, density, grading, erosion, tree loss and wild life. ➢ Two neighbors submitted comments after the June APC packet was distributed. Those comments are included as attachments. ➢ Several neighbors shared concerns at the June Public Hearing regarding tree loss, traffic, access and density. 60 -Day Agency Action Deadline: waived Attachments: (9) NBA -1 Location Map NBA -2 March 22, 2016, APC Minutes NBA -3 Planning Report NBA -4 Exhibits NBA -5 Public Correspondence NBA -6 March 21, 2016; APrC Minutes NBA -7 April 5, 2016, City Council Minutes NBA -8 Draft June 28, 2016, APC meeting Minutes NBA -9 Revised Conditions of Preliminary Subdivision Approval Advisory Planning Commission March 22, 2016 Page 6of12 C. Summerbrooke Applicant Name: DR Horton Inc. MN Location: 775 and 785 Diffley Road Application: Rezoning A Rezoning from A, Agricultural, to R-1 S, Small Lot Single Family. File Number: 24-RZ-02-02-16 Application: Preliminary Subdivision A Preliminary Subdivision of 15 acres to create 33 single-family lots. File Number: 24 -PS -01-02-16 Application: Variance A Variance to the cul-de-sac length from 500 ft. to 800 ft. File Number: 24 -VA -02-02-16 Planner Thomas introduced this item and highlighted the information presented in the City Staff report dated March 17, 2016. Member Dierkes questioned if R-1 S lots were nearby. Planner Thomas stated adjacent neighborhoods were zoned R-1 and PD and developed with single family homes with densities ranging from 2.0 — 2.4 units per acre. The proposed development density is 2.2 units per acre. Mike Suel, DR Horton, explained 21 of the 33 lots meet R1 standards in that they exceed 12,000 sq. ft. and the average lot size is 15,000 sq. ft. He said most of the R-1 S lots are adjacent to Diffley Road and provide a transition into the neighborhood. He addressed the tree mitigation numbers and the proposed street access stating they are following the City and County guidelines. Member Dierkes asked about the connection with the neighborhood to the north. Paul Thomas, Pioneer Engineering, discussed the proposed grade of the road and options they have with the neighbors and/or retaining walls. Member Sagstetter asked the applicant if the 500' cul-de-sac standard could be met. Mr. Sue[ explained it could not due to the Diffley Road access location, topography, wetlands and the existing Barrow street stub location. Member Vanderpoel asked if the location of the Diffley Road access was consistent with the county spacing guidelines. Mr. Thomas stated it was. Chair Filipi opened the public hearing. Advisory Planning Commission March 22, 2016 Page 7of12 Property owners living at 4138 and 4150 Barrow Court, 553 Hawthorne Woods Drive, and 731, 750, 758, 762 and 766 Camberwell Drive all spoke against the request and shared the following concerns: traffic, density, grading, tree loss, erosion and loss of wildlife. There being no further public comment, Chair Filipi closed the public hearing and turned the discussion back to the Commission. Assistant City Engineer Nelson responded to questions/concerns related to grading, erosion control and retaining walls, through street access and traffic speed and congestion. Further discussion occurred regarding traffic, access and the cul-de-sac length. Member Vanderpoel questioned the purpose of the R-1 S Zoning. City Planner Ridley explained the history and purpose of the R-1 S Zoning District. Member Dierkes stated his concern with traffic and lot sizes. He asked if there was a safety reason for the connection. Mr. Nelson stated alternate access options help the overall system. Member Filipi stated alternate ways to provide emergency access are also important. Member Piper asked about traffic counts in the vicinity. Mr. Nelson stated the most recent counts available are from 2007 and the volumes were very low. Member Piper asked about the density in the surrounding neighborhoods. Planner Thomas stated the adjacent densities were between 2.0 — 2.4 units/acre. Member Sagstetter stated he was struggling with the Variance request. Member Woebke stated he was comfortable with the cul-de-sac length. Member Filipi stated the R-1 S zoning is available although most of the proposed lots exceed R- 1 zoning requirements, the low volume of traffic in the area and the importance of connectivity. Member Sagstetter expressed his concern over the cul-de-sac and stated he would recommend approval of the request with hesitation. He suggested the applicant prepare a graphic illustrating a 500' cul-de-sac for the City Council. After the motion and second were made to approve the Rezoning, the following comments were made: Member Dierkes stated the neighborhood concerns with safety and lot sizes were legitimate. Member Piper expressed concern over long-term traffic congestion without the connection being made. He stated he was not in favor of a second cul-de-sac. Member Vanderpoel stated she Advisory Planning Commission March 22, 2016 Page 8 of 12 was conflicted. Not with the requested R-1 S zoning or safety concerns but the impact development will have on the site. Member Piper moved, Member Vanderpoel seconded a motion to recommend approval of a Rezoning from A, Agricultural to R-1 S, Small Lot Single Family, upon 15 acres. A vote was taken. Motion carried 6-1. (Member Dierkes opposed). Member Piper moved, Member Weimert seconded a motion to approve a Preliminary Subdivision (Summerbrooke) to create 33 single family lots upon 15 acres, subject to the following conditions as amended: 1. The applicant shall comply with these standards conditions of plat approval as adopted by Council on February 2, 1993: Al, B1, B2, B3, B4, C1, C2, C3, C4, E1, F1, G1, H1, 11 and L1. 2. The property shall be platted. 3. All erosion/sediment control plans submitted for development and grading permits shall be prepared by a designer who has received current Minnesota Department of Transportation (MNDOT) training, or approved equal training as determined by the City Engineer in designing stormwater pollution prevention plans. 4. All personnel responsible for the installation of erosion/sediment control devices, and the establishment of vegetation for the development, shall have received Erosion/Sediment Control Inspector/Installer certification through the University of Minnesota, or approved equal training as determined by the City Engineer. 5. Erosion control measures shall be installed and maintained in accordance with City Code and engineering standards. 6. All existing well and septic systems on the site shall be abandoned in accordance with Dakota County and City standards as part of this development. Well sealing records shall be provided to the City. 7. The applicant shall enter into an encroachment agreement with the City, in a form acceptable to the City Attorney, for all retaining walls located in drainage and utility easements. 8. All retaining walls shall be privately owned and maintained. 9. The applicant shall obtain and provide for review by the city attorney a temporary construction easement or agreement from neighboring properties for any off-site work necessary to construct the retaining walls. 10. This development shall meet all requirements of Minn. Rules Ch. 8420 including application to the City regarding the wetland boundary and any proposed wetland replacement. The City decisions regarding such application shall occur prior to Final Subdivision submittal. Advisory Planning Commission March 22, 2016 Page 9 of 12 11. This development shall meet the City's Post Construction Stormwater Management Requirements (City Code §4.34) for stormwater management and surface water quality, including Runoff Rate Control and 1.1" Volume Control on the site's new impervious surface area (including effective soil remediation for the site's disturbed soils that are to be revegetated). 12. The applicant shall provide adequately sized pre-treatment (e.g. forebay, etc.) at, or immediately upstream of, all stormwater management facility (e.g. infiltration basin) inlets to provide for effective capture and easily -accessible cleanout of fine -sand sized particles and floatable pollutants. Details shall be included in applicable plan sheet(s). 13. The applicant shall provide unobstructed equipment access paths (without obstructions from grading, private utilities, landscaping, trees/branches, large shrubs, etc.), from street -edge to all surface stormwater facilities' inlets/outlets. The unobstructed equipment access path (e.g. 15' width reinforced turf system from street edge to both forebay inlet areas) shall be capable of fully supporting typical maintenance/excavation equipment, for periodic maintenance access to the surface storm water facilities. 14. The applicant shall provide the City with soil boring logs prior to receiving city approval to permit land disturbing activity from a minimum of four soil -borings within any proposed infiltration area, extending a minimum of 10' below the bottom of the proposed infiltration feature, to evaluate and ensure suitability for infiltration. If the soil boring logs indicate incompatibility of existing sub -soil permeability with the submitted and reviewed design plans for meeting volume control requirements, the applicant shall revise the design and/or construction plans (e.g. over-excavation/soil-amendment depth, etc.) to ensure volume control requirements are fully met. 15. The applicant shall provide construction details, prior to receiving city approval to permit land disturbing activity, of the proposed infiltration system for City review/acceptance by the City Engineer and include in construction plans. Construction details shall include infiltration basin cross-section(s), construction sequencing/protection/restoration notes, sizing/volume tables, details for stable inlets/outlets/emergency overflows, unobstructed inspection/maintenance access areas to inlets/outlets, soil amendment criteria, live planting/seeding/temporary & permanent erosion -control details, etc., to ensure infiltration practice is properly designed, constructed, planted, and adequately protected during/after construction to prevent clogging, and able to be properly maintained (e.g. unobstructed equipment access, etc.) to function as intended. These graphical details and notes shall be prominently included in all applicable plan sheets (e.g. Grading Plan, Utility Plan, etc.). 16. Prior to receiving city approval to permit land disturbing activity, the property owner shall provide detailed Soil Management Strategies for City review, and acceptance by the City Engineer, that provide clear assurances that by final grading, prior to installation of any irrigation and plantings, the disturbed areas that are to be revegetated will have protected and/or restored soil permeability to non -compacted soil conditions in the top 12" of soil with no less than 5% soil organic matter content and less than 200 psi of soil compaction in the top 12" of topsoil, to comply with Volume Control requirements. These graphical details and notes on soil protection/restoration shall be included in the Stormwater Management Plan and prominently included in all applicable plan sheets (e.g. Erosion & Sediment Control Plan, Grading & Drainage Plan, Landscape Plan, etc.). Advisory Planning Commission March 22, 2016 Page 10 of 12 17. Prior to receiving a Certificate of Occupancy for any affected residential construction, Soil Management Strategy implementation documentation (e.g. representative on-site soil samples, compaction testing and soil organic content test results) shall be provided to City Water Resources staff to verify approved soil management strategy compliance. 18. During infiltration system area over-excavation/sub-soil work, the applicant shall ensure that a Certified Soil Scientist will be present to verify and document that practice area sub -soils are suitable for a saturated condition infiltration rate of 1 -inch per hour or greater (but less than 8.0 -inch per hour). If the sub -soil infiltration rates are less than 1 -inch per hour (or greater than 8.0 -inch per hour), the applicant shall immediately notify the City Engineer and revise the volume control practice(s) as necessary (e.g. over-excavation/soil-amendment depth, etc.) to ensure volume control requirements are fully met. Documentation shall be provided to the City within 48 -hours after infiltration testing. The applicant shall provide the City Water Resources staff with 24-hour advance notice of the occurrence of infiltration verifications and also prior to any excavation and/or soil backfilling within the infiltration practice. 19. The applicant shall provide the City Engineer as -built plans before the City returns any Stormwater-related Performance Financial Guarantees on the development site, that demonstrate that all constructed stormwater conveyance structures, stormwater management facilities (forebay, infiltration practice, etc.), and soil management strategies conform to design and/or construction plans, as approved by the City. As -built volumes (for retention) shall be provided for the forebay and infiltration practice. The applicant shall submit to the City Engineer certification that the stormwater management facilities have been installed in accord with the plans and specifications approved. This certification shall be provided by a Professional Engineer licensed in the State of Minnesota. 20. This development shall provide hydrant spacing and locations in accordance with City Fire Department and Public Works standards. 21. The existing house on Lot 20, Block 1, shall connect to city sanitary sewer upon installation of the sewer in the development. 22. Two water and sewer services shall be installed from the utilities under the cul-de-sac during construction of the development to allow for future subdivision of Lot 20, Block 2. 23. The applicant shall acquire a drainage and utility easement for all public utilities that extend onto neighboring properties in a form acceptable to the City Attorney. 24. The applicant shall provide a proposal/infrastructure plan to be approved by staff to provide telecommunications fiber to the home (FTTH) or conduit to all home sites to permit third party providers to install FTTH within the neighborhood. This development shall install fiber optic cable, or a conduit for future installation, during construction of the development. 25. All construction traffic associated with this development shall access and exit the site only via the Diffley Road. 26. The concrete sidewalk proposed within public right-of-way shall be a minimum of 6 feet in width. Advisory Planning Commission March 22, 2016 Page 11 of 12 27. This development shall be subject to a cash parks dedication payable at the time of Final Subdivision at the rates then in effect. 28. The Development shall be responsible for the construction of 300 feet of "public sidewalk", consistent with the development plans and City specifications, for which a credit of $9,360 shall be applied towards the $7,750 Trail Dedication due, to satisfy trail dedication. 29. If Lot 20 is subdivided in the future, additional park dedication shall be required for the new lot; however, trail dedication shall be satisfied as the applicant has exceeded the trail dedication due. 30. When access to Diffley Road to Lot 20 is restricted, a new access shall be from the City public street. 31. The applicant shall fulfill current tree mitigation requirements through the installation of two -hundred sixty-one (261) Category A trees and with a cash payment of $55,800.00. 32. Mitigation trees shall not be installed in any public easement area. 33. The applicant shall protect the preserved trees' critical root zones through the placement of required Tree Protective measures (i.e. orange colored silt fence or 4 foot polyethylene laminate safety netting), to be installed at the Drip Line or at the perimeter of the Critical Root Zone, whichever is greater, of significant trees/woodlands to be preserved on-site. 34. The applicant shall schedule a site meeting with adjacent landowners to address actions required to protect critical root zones of off-site trees. The City of Eagan Supervisor of Forestry shall attend this meeting. 35. The applicant shall contact the City Forestry Division and set up a pre -construction site inspection at least five days prior to the issuance of the grading permit to ensure compliance with the approved Tree Preservation Plan and placement of the Tree Protection Fencing. 36. The applicant shall acquire a public drainage and utility easement of sufficient size and location, as determined necessary by engineering standards, for all public utilities and drainage ways that extend onto the property located at 755 Diffley Road as determined by the City Engineer. A vote was taken. Motion carried 5-2 (Members Dierkes and Vanderpoel opposed). . Member Piper oved, Member Wiemert seconded a motion to approve a Variance to the cul-de- sac length from 500 ft. to 800 ft., subject to the following condition: 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 use permitted in the variance. A vote was taken. Motion carried 6-1 (Member Dierkes opposed). Member Dierkes noted he had no issues with the Variance if the other motions were approved. PLANNING REPORT CITY OF EAGAN REPORT DATE: June 23, 2016 APPLICANT: DR Horton Inc. MN PROPERTY OWNER: Rachelle Fawcett Helen R. Thunhart Revocable Trust REQUEST: Rezoning and Preliminary Planned Development LOCATION: 775 and 785 Diffley Road CASE: 24-RZ-02-02-16; 24 -PD -02-05-16 HEARING DATE: June 28, 2016 APPLICATION DATE: May 18, 2016 PREPARED BY: Sarah Thomas COMPREHENSIVE PLAN: LD, Low Density ZONING: A, Agricultural SUMMARY OF REQUEST DR Horton Inc. MN is requesting approval of. • Rezoning from A, Agricultural, to PD, Planned Development; and • Preliminary Planned Development for the development of 33 single-family homes on the site. The above requests pertain to property located at 775 and 785 Diffley Road. AUTHORITY FOR REVIEW Rezoning: City Code Chapter 11, Section 11.50, Subd. 5 states in part, 1. The provisions of this chapter may be amended by the majority vote of the council, except that amendments changing the regulations of any district may only be made by an affirmative vote of two-thirds of all members of the council. 2. The City Council shall not rezone any land or area in any zoning district or make any other proposed amendment to the zoning ordinance without first having referred it to the planning commission for its consideration and recommendation. Planning Report — Summerbrooke June 28, 2016 Page 2 Planned Development: City Code Chapter 11.60, Subd. 18, A., states the intent of the Planned Development zoning district as follows: Providing greater flexibility in environmental design and relaxation of strict application of the zoning ordinance in exchange for greater creativity and environmental sensitivity. 2. Recognizing the economic and cultural advantages that will accrue to the residents of a planned community. 3. Encouraging a more creative and efficient approach to the use of the land. 4. Encouraging the preservation and enhancement of desirable site characteristics, natural features, and open space. 5. Encouraging a development pattern that is consistent with land use density, transportation facilities and community facilities objectives of the Comprehensive Plan. BACKGROUND/HISTORY The two unplatted parcels abut existing single-family homes to the north, east and west and Diffley Road (County Road 28) makes up the southern boundary. Earlier this year the developer applied for a Preliminary Subdivision of the 15 acres as well as a Rezoning to R -1S, Small Lot Single Family, and a Variance to the cul-de-sac length from 500 ft. to 800 ft. These applications were heard by the Advisory Planning Commission (APC) at their March 22, 2016 meeting. The APC recommended approval of the requests. At the April 5, 2016 City Council meeting, consideration of the request was continued to the June 7, 2016 City Council meeting. Prior to going back before the City Council, the developer withdrew the Variance request and has modified the Rezoning request to PD. The Preliminary Subdivision is scheduled for the July 19a' City Council meeting and the developer has waived the 60 day agency action time frame required by State law. EXISTING CONDITIONS The two parcels total 15 acres and each contains a 1960's era single family home. The parcels contain areas that are heavily treed and the western half of the subject site contains significant topography with slopes that contribute to a 55' total change in elevation within the site. Elevations range from approximately 957' to 903'. A wetland exists in the north -central portion of the development site. Planning Report — Sunnnerbrooke June 28, 2016 Page 3 SURROUNDING USES The subject site is surrounded by Planned Development and Single -Family Residential zoned properties that are developed with single family homes save the property to the east which is zoned Agricultural. EVALUATION OF REQUEST Description of Proposal — The developer is proposing to subdivide the site into 33 single-family lots ranging in size fiom 9,372 sq. ft. to 33,755 sq. ft. All existing structures on the two parcels will be razed for the new development. Primary access is proposed via a new access to Diffley Road. The proposed development includes construction of a noith/south thru street that extends the Barrow Court stub street that "T's" into the new cul-de-sac street that primarily runs east/west. The Barrow Court extension will also provide a small cul-de-sac that extends to the neighboring property to the east. Planned Development Zoning — The Planned Development zoning district allows the developer to have greater flexibility in the design of the development and the City to require higher standards in exchange for that flexibility. Typically, specific minimum and maximum zoning standards do not strictly apply. However, the typical zoning district standards for the various housing types are used as a basis for comparison for those portions of the proposed Planned Development. Public Benefit — The developer's narrative describes the following public benefit: originally the development request was straight RI -S zoning; however, after meeting with City officials, it was understood that Planned Development zoning would provide a security that the property would not develop with a different lot configuration. For this reason, the rezoning to PD is sought. Term — Staff suggests a five-year term for this Planned Development Amendment. Compatibility with Surrounding Area — The proposed single-family use is consistent with surrounding development, which consists of single-family residential homes. The surrounding area is zoned PD, Planned Development or R-1, Single -Family Residential and guided for LD, Low Density residential. Airport Noise Considerations — The subject site is outside the Noise Policy Zones for the airport. Densi — The proposed 33 lots upon 15 acres results in a density of 2.2 units per acre. This is consistent with the LD Low Density residential land use designation which permits density of 0-4 units per acre. Lots — 20 of the single-family lots are designed to meet or exceed the City's R-1 dimensional zoning standards. These lots are concentrated generally in the northern third of the site. Planning Report — Summerbrooke June 28, 2016 Page 4 13 of the lots are designed to meet or exceed the City's R -1S zoning standards. These lots are primarily located adjacent to Diffley Road. Below is a summary of minimum lot zoning standards for these two zoning districts: Building Coverage — The developer should note that although the proposed lots satisfy the minimum lot area standards, building coverage is limited to 20% of the lot area for the R-1 lots, and 25% for the R -IS lots. These ratios are consistent with City Code requirements for the respective zoning districts. This means that building coverage may not exceed 2,000 sq. ft. for an 8,000 sq. ft. lot and 2,400 sq. ft. for a 12,000 sq. ft. lot. Larger lots may have more coverage, provided the maximum 20% or 25% building cover to lot area ratio is not exceeded. Setbacks — The minimum setbacks for front yards in both the R-1 and R-1 S zoning districts is 30 feet, and for rear yards is 15 feet. Side yard setbacks differ between R-1 and R -IS. In the R-1 district, minimum side yard setbacks are 5' for a garage and 10' for the house. In R -1S, minimum side yard setbacks are 5' for the garage and 6' for the house. Corner lots are subject to front yard setbacks along the two street frontages, which can restrict the buildable area of the lot. The setback from Diffley Road, an Arterial roadway, is 50' as identified on the Site Plan. Minimum Required Setbacks R-1 R -IS Front Yard (and along street frontage of corner lots) Single -Family Single -Family Small Lot Minimum Lot Size 12,000 s.f 8,000 s.f. Minimum Lot Width 10' 6' (at front setback line) 85' 65' Building Coverage — The developer should note that although the proposed lots satisfy the minimum lot area standards, building coverage is limited to 20% of the lot area for the R-1 lots, and 25% for the R -IS lots. These ratios are consistent with City Code requirements for the respective zoning districts. This means that building coverage may not exceed 2,000 sq. ft. for an 8,000 sq. ft. lot and 2,400 sq. ft. for a 12,000 sq. ft. lot. Larger lots may have more coverage, provided the maximum 20% or 25% building cover to lot area ratio is not exceeded. Setbacks — The minimum setbacks for front yards in both the R-1 and R-1 S zoning districts is 30 feet, and for rear yards is 15 feet. Side yard setbacks differ between R-1 and R -IS. In the R-1 district, minimum side yard setbacks are 5' for a garage and 10' for the house. In R -1S, minimum side yard setbacks are 5' for the garage and 6' for the house. Corner lots are subject to front yard setbacks along the two street frontages, which can restrict the buildable area of the lot. The setback from Diffley Road, an Arterial roadway, is 50' as identified on the Site Plan. Minimum Required Setbacks R-1 Single -Family R -1S Single -Family Small Lot Front Yard (and along street frontage of corner lots) 30' 30' Rear Yard 15' 15' Side Yard (house) 10' 6' Side Yard (garage) 5' 5' Siege — Monument or neighborhood identification signage will be subject to City Sign Code standards and sign plans should be provided at the time of Final Planned Development. Topogrgphy/Grading — The site currently includes two undeveloped residential parcels that are 4.97 and 9.95 acres in size. Each parcel has an existing single family home with driveway access directly onto Diffley Road. The entire site generally slopes toward the center of the properties. Plamiing Report — Su n nerbrooke June 28, 2016 Paize 5 The parcels are heavily treed and have steep slopes that contribute to a 55' total change in elevation from Diffley Road, and 15' to 20' from the north property line. Elevations range from approximately 957' to 903. The preliminary grading plan is acceptable. A detailed grading, drainage, erosion, and sediment control plan should be prepared in accordance with current City standards and codes prior to final subdivision approval. All erosion/sediment control plans submitted for development and grading permits should be prepared by a designer who has received current Minnesota Department of Transportation (MNDOT) training, or approved equal training as determined by the City Engineer. Also, all personnel responsible for the construction and management of erosion/sediment control devices, and the establishment of vegetation for the development, should have received Erosion/Sediment Control site management certification through the University of Minnesota, or approved equal training as determined by the City Engineer. Erosion control measures should be installed and maintained in accordance with City Code and engineering standards. The grading plan shows the construction of retaining walls along Diffley Road, and along a portion of the west and north property lines. All retaining walls would be privately owned and maintained. The plans also show grading on private property to make the street connection to Barrow Ct. The developer should obtain a temporary construction easement or agreement from neighboring properties for any off-site work that is necessary to construct retaining walls, or grade on private property, and enter into an encroachment agreement with the city, in a form acceptable to the City Attorney, for all retaining walls located in drainage and utility easements. The developer should provide a minimum of 15 -foot -wide unobstructed equipment access path (without obstructions from grading, private utilities, trees, large shrubs, etc.), from street -edge to all stormwater facilities' inlets/outlets. The unobstructed equipment access path should be capable of supporting typical maintenance/excavation equipment, for periodic maintenance access to the pond and infiltration basin. Storm Drainage — The preliminary storm drainage plan is acceptable, with modification. The entire site lies within Drainage District J (as designated in the City Storm Water Management Plan — 2007), and generally flows to the center of the site. Storm water runoff from the development will drain via an on-site storm sewer system to a constructed storm and bio- filtration basin in the center of the site, and then flow through public storm sewer to a natural wetland, city pond JP -27, immediately to the east. Drainage from the east side of the site is directed to a pretreatment basin and bio -filtration basin located on the adjacent property to the east. Those basins are sized to only accommodate the drainage from this development. The storm water basins should meet all requirements set forth in the Water Quality/Wetlands portion of this report. Wetlands — Because the City identified a wetland area on the site during development of the Water Quality and Wetland Management Plan in 2007, Minnesota Wetland Conservation Act Rules (Minn. Rules Ch. 8420) and Eagan's wetland protection and management regulations (City Code § 11.67) may apply to this development proposal. Planning Report — Summerbrooke June 28, 2016 Page 6 Accordingly, the developer's Certified Wetland Delineator, (i.e., Kjolhaug Environmental Services Company) on April 11, 2016, submitted a wetland assessment of the property to the City, which indicated the previously identified area does not actually meet the legal definition of a wetland, according to MN Rules Ch. 8420.0111. Subp. 72. As the local government unit administering the Minnesota Wetland Conservation Act, the City is satisfied the developer has demonstrated there are no wetlands on the property; therefore, the development proposal is not subject to Minn. Rules Ch. 8420 and City Code § 11.67 requirements. Storinwater Management/Water Quality — The developer proposes to add 33 single family residential lots and three streets (one thru street and two cul-de-sacs), resulting in the creation of approximately 4.54 -acres of new impervious surface, with an additional 9.06 -acres of disturbed/graded soils to be revegetated, on the 13.6 -acre site (total disturbed area). The developer will need to comply with the City's Post Construction Stolmwater Management Requirements (City Code §4.34) for stormwater management and surface water quality, including Runoff Rate Control and 1.1" Volume Control (which includes soil permeability restoration). To meet the 1.1" Volume Control requirement for this application, based on 4.54 acres (197,762 square feet) of new/fully-reconstructed impervious, 18,128 cubic feet of retention (e.g. infiltration basin(s)) would need to be provided. The developer proposes to meet City water quality/stormwater requirements through the on-site construction of two wet-basins/sediment forebays, two filtration basins sized to filter 22,507 cubic feet of stormwater runoff (with iron -enhanced sand layer in the soil media filter), and soil remediation for the top 12" of soil for 9.06 -acre of disturbed/graded soil areas that are proposed to be revegetated pervious surfaces to restore permeable soil conditions. The majority of the site's impervious area (91%) is planned to drain into the proposed north -central located wet- basin/forebay, which would then overflow into the proposed filtration basin. This filtration basin would then discharge directly into JP -27 (an off-site stormwater wetland). A smaller portion of the site's impervious drainage area (9%) is planned to drain into the proposed eastern -edge located wet-basin/forebay, which would then overflow into the proposed filtration basin. This filtration basin would then discharge into JP -27. The stormwater management system of this proposed development would ultimately become publicly owned/managed. Eagan Water Resources has reviewed the developer's plans, stormwater design summary, initial soil analysis and stormwater modeling provided for stormwater management and finds the proposed plans to meet City Code §4.34 Post -Construction Stormwater Management Requirements are acceptable with conditions. The plans should provide on-site testing results to demonstrate why 1.1" volume control requirements cannot be met without using alternative stormwater management design (filtration vs. infiltration), effective pre-treatment for the proposed filtration basins, effective sizing/volume for the proposed iron -enhanced sand mixture to be used, effective/detailed strategy for implementing soil remediation to restore soil permeability (on all disturbed soils that are to be revegetated), construction techniques, staging and oversight, and clear access for future maintenance for continued function (including Planning Report — Summerbrooke June 28, 2016 Page 7 unobstructed equipment access to all basins) of the stormwater basins (forebays and filtration basins). Sanitary Sewer/Water Main — The preliminary utility plan is acceptable, with modification. Lateral water main and sanitary sewer of sufficient size and capacity is available for connection and extension with development of the property. Public water main is stubbed to the property from Barrow Avenue to the north, and at the eastern most end of the site along Diffley Road. Public Sanitary sewer was previously stubbed to the property from Barrow Avenue. The water main would "loop" through the site to connect the two stubs to provide redundancy in the system and reduce the likelihood of shutting down the entire development when maintenance or repairs are being performed. This loop is also necessary to provide adequate water flow and pressure for fire protection. This development should provide hydrant spacing and locations in accordance with City Fire Department and Public Works standards. Existing wells that served the site will no longer be needed with development of the site. All well and septic systems within the development should be abandoned in accordance with City and County standards. Telecommunications — The City of Eagan created the Eagan Technology Task Force in February 2004. This group was charged with researching and providing recommendations relative to broadband and fiber optic telecommunications networks within the community. The Task Force created a report that was presented to the Eagan City Council in December 2004. Part of the Policy Framework states: The City should establish and maintain an environment to encourage and provide state of the art and diverse telecommunications infrastructures to assist in the recruitment and retention of residents, organizations and businesses of all sizes. Recognizing that telecommunications is central to economic development and quality of life, the City needs to maintain an ongoing effort to ensure that Eagan stays competitive in this important area. As a new development site, the developer has an opportunity to introduce these technologies in its development plans so that it is consistent with the Policy Framework statement above. The developer should submit a proposal/infrastructure plan to be approved by City staff to provide telecommunications fiber optic cable to the home (FTTH) or conduit to all homesites to permit third party providers to install FTTH within the neighborhood during construction of the development. Streets/Access/Transportation — The proposed development includes construction of a public north/south thru street that "T's" into a cul-de-sac street that extends to the west, and a small cul- de-sac that extends to the neighboring property to the east. The cul-de-sac to the west exceeds the maximum length of 500'; however, many developments in Eagan have long cul-de-sacs and the deviation from City Code can be accommodated via Planned Development zoning. The developer has stated the reason for the deviation is due to the County preferred access onto Planning Report — Summerbrooke June 28, 2016 Paee 8 Diffley Road sets the primary access point, existing development surrounding the site, topography and the wetland on the site, all limit the ability to provide a loop street within the development. The primary access to the development is from the south with a full access onto Diffley Road (CSAR 30), the "T" off of the new cul-de-sac street connects to the existing stub street, Barrow Ct., at the neighborhood to the north. Barrow Ct. was constructed with the Hills of Stonebridge 3'd Addition in 1991 to accommodate a future street extension. The connection to the Stonebridge 3rd Addition would provide another access for the neighborhood to the north. "Future Thru Street" signage exists on Barrow Ct. to indicate the street will be extended with future development. Diffley Road (CSAH 30) is located along the south edge of the site, and is a three -lane arterial roadway with a shared center left turn lane. Current traffic volumes are approximately 8,300 vehicles per day (vpd), and traffic is projected at 11,000 vpd by 2030. Because Diffley Road is a county roadway, the Dakota County Plat Commission initially met on March 7, 2016, to consider the original Preliminary Plat for this development, and met again on May 2, 2016, to consider three concept plans for the proposed development. The three concept plans included: • Option 1 — similar to the original site plan reviewed on 3/7/2016, which includes a connection to CSAH 30 and a connection to the neighborhood to the north. • Option 2 — includes a connection to the neighborhood to the north but no connection to CSAH 30. • Option 3 — includes a connection to CSAH 30 but no connection to the neighborhood to the north. The Plat Commission preferred and recommended Option 1; does not prefer Option 2, but would not necessarily recommend denial of the plat; and would recommend denial of Option 3. A copy of the Plat Commission's meeting summary is attached for reference. On May 24, 2016, Public Works Director Russ Matthys spoke with Brian Sorenson, Assistant County Engineer, and confirmed the Plat Commission would not recommend approval of a design that only included an access to Diffley Road. In addition to reviewing the three concept plans, the Plat Commission determined the need for a small amount of right-of-way to be dedicated to accommodate the 60 feet of half right-of-way needs for this corridor, and reviewed the access spacing for a three lane road section. They determined the proposed access location onto Diffley Road is consistent with County access spacing guidelines, and acknowledged the importance of the connection to the neighborhood to the north. All construction traffic associated with this development should access and exit the site only via the Diffley Road. Planning Report — Sununerbrooke June 28, 2016 Page 9 Pedestrian access and circulation is shown to be provided by constructing a concrete sidewalk along the southernmost block of road which connects to the paved trail along the north side of Diffley Road. The pedestrian facility proposed within public right-of-way should be a minimum of 6 feet in width if constructed with concrete, or 8 feet in width if bituminous. A Trail Dedication credit should apply if the pedestrian facility is an 8 foot wide bituminous trail. Easements/Permits/Right-of-WaX — Diffley Road is a county roadway with 60 feet of half right- of-way according to Dakota County. The Dakota County Plat Commission reviewed the plat and determined a small amount of right-of-way that should be dedicated with the plat to meet their right-of-way needs. No drainage and utility easements currently exist on either existing parcel. All required drainage and utility easements, according to city standards, should be dedicated with the Plat. The developer will need to obtain all necessary permits from Dakota County for any work within the Diffley Road right-of-way. The developer should be responsible for the acquisition of all regulatory agency permits required by the affected agency prior to the issuance of a building permit. Storni water pipes and a pretreatment basin and bio -filtration basin are shown on the neighboring property to the east. The developer should acquire a drainage and utility easement of sufficient size for all public utilities and drainage areas located on neighboring properties. The cul-de-sac on the east side of the property shows right-of-way on the neighboring property to the east. The developer should acquire right-of-way or a roadway easement, of sufficient size, for the cul-de-sac that extends to the property to the east. Tree Preservation — A tree inventory has been submitted with this application and then field verified by city staff. The tree inventory indicates that there are six -hundred forty (640) significant trees currently existing on site. According to the City of Eagan Tree Preservation Ordinance allowable tree removal for this type of development proposal (single-phase, multiple -lot, residential) is set at 40.0% of the total significant trees. With a proposed removal of five -hundred seventy-five (575) significant trees (89.8% of the total), the plan exceeds the allowable amount. Tree mitigation calculates to three - hundred sixty-six (366) Category A trees (or an equivalent combination of Category B and/or C trees). An equivalent cash mitigation amount for this mitigation would be approximately $219,600.00. The developer has submitted a Tree Mitigation Plan with a supplemental Tree Inventory index that differs from the Plan. Note the figures utilized are from the index which indicates the installation of two -hundred sixty-seven (267) Category A trees. This leaves a balance of 99 Plamung Report — Summerbrooke June 28, 2016 Page 10 Category A trees or a cash equivalent of $59,400.00. The developer has acknowledged that the tree mitigation balance will be fulfilled through cash payment. Additionally, the developer should ensure the preservation of saved trees via protection of the preserved individual tree's critical root zones through the placement of required Tree Protective measures per City Code requirements. Financial Obli ag tion — At this time, there are no pending assessments on the parcels included with this development. Based upon a study by City staff of the financial obligations collected in the past and proposed use for the property, the following estimated charges will be collected at time of final plat or connection to the City's utility system. The final charges will be computed using the rates in effect at time of connection or platting. The estimated financial obligation is subject to change based upon the areas, dimensions and land uses contained in the final subdivision or Plat, with due allowances for easements and right-of-way required with the Plat: Im rovement I Use Rate I Quantity Amount Sanitary Sewer - Trunk I Rl $1,495.80/lot 133 lots $49,361.40 Total $49,361.40 Parks and Recreation — With this subdivision, the development is responsible for park and trail dedication. The City has the option of requiring a land dedication (equal to 10% of the subject site) or a cash dedication based on the adopted rates in effect at the time of Final Subdivision approval. Land dedications to satisfy the dedication requirements are generally requested when there is the opportunity to expand an existing parks space, create a park in an area identified as underserved or to protect a unique natural resource. It appears that none of these criteria are applicable with this development thus a cash dedication to satisfy the Park dedication requirement appears appropriate. Fees collected for park dedication are retained in a dedicated fund that can be used only for park improvement projects within the City, as approved by the City Council. Calculation Total individual units as proposed (minus existing) 31 2016 Per Unit Rate $3,475 Single Family Total Cash Dedication due $107,725 Trails Background — The City has recognized that the provision of a City wide, non -motorized trail system has health, safety and transportation benefits for residents. The trail system is intended to provide links to commercial districts, schools, recreational facilities and points of interest throughout the City. Opportunities to link with the regionalized trail system are also Planning Report — Summerbrooke June 28, 2016 Page 11 developed when feasible. To this end the City has adopted a policy and procedures for collecting a Trail Dedication fee, or an equivalent area of land intended for a trail in lieu of a fee, during the development process. An additional option to satisfy the dedication requirement is a credit for the development of trails determined to have "public value" and that are consistent with the City trail plan. The credit is calculated upon a per lineal foot multiplier that includes current construction costs. Given the location of the Development a credit for the development of new trail sections may be appropriate. The credit cannot exceed the dedication due. There is one sidewalk proposed with this development: ® Along the new public street accessing the Development site, connecting with the extension of Barrow Trail = 300 feet. Calculation Total individual units as proposed (minus existing) 31 2016 Per unit trail dedication rate $250 Trail dedication due Potential credit Public value trail length 300 Construction multiplier/lin ft $31.20 Total Trail Credit $9,360 Total Cash Trail Dedication due $0.00 SUMMARY/CONCLUSION $7,750 In summary, the developer is requesting approval of a Rezoning from A, Agricultural, to PD, Planned Development, for property located at 775 and 785 Diffley Road. The developer is requesting approval of a Preliminary Planned Development for 33 single family homes. The proposed development consists of 33 single-family lots of varying sizes, which, as proposed, will comply with R-1 and R-1 S standards and is consistent with low density residential. Access into the site is proposed via an extension of Barrow Ct and a new access onto Diffley Road. Sewer and water also will be extended into the site. Any existing well and septic on the site will need to be properly abandoned. On-site retention and water quality ponding is proposed, with storm runoff discharging into a constructed stormwater basin, ultimately draining into a natural wetland. Tree preservation standards are satisfied through mitigation and cash payment. Cash Planning Report — Summerbrooke June 28, 2016 Page 12 park dedications will be required for the 31 new lots, payable at the time of Final Subdivision at the rates then in effect. Trail dedication is satisfied with the proposed public sidewalk. The intent of the Planned Development Zoning is to encourage more creative and efficient use of land that benefits both the developer and the public. The developer has identified the public benefit to include a security that the property would not develop with a different lot configuration. ACTIONS TO BE CONSIDERED To recommend approval of a Rezoning from A, Agricultural to PD, Planned Development, upon 15 acres located at 775 and 785 Diffley Road. To recommend approval of a Preliminary Planned Development to allow 33 single-family homes upon 15 acres located at 775 and 785 Diffley Road. If approved, the following conditions should apply: 1. The property shall be subdivided and platted prior to Final Planned Development approval. 2. The developer shall execute a Preliminary Planned Development Agreement which includes the following plans. • Site Plan • Tree Preservation Plan • Tree Mitigation Plan 3. A Final Planned Development Agreement shall be executed prior to issuance of any building permits. The Final Planned Development Agreement shall be recorded against the property at the Dakota County Recorder's office. The following plans are necessary for each Final Planned Development Agreement: • Site Plan • Tree Preservation Plan • Tree Mitigation Plan 4. The term of the Preliminary Planned Development shall be five (5) years. 5. Lots meeting the R-1 minimum dimensional standards of 85' width and 12,000 s.f. area shall be subject to R-1 zoning standards. Those lots meeting the R -IS minimum standards of 65' width and 8,000 s.f. area shall be subject to R -IS zoning standards. 6. Lots that exceed 11,999 s.f. are allowed a maximum building coverage of 20% and lots under 12,000 s.f. are allowed a maximum building 25% coverage. Planning Report — Summerbrooke June 28, 2016 Paee 13 7. Lots that exceed 11,999 s.f. are allowed a minimum side yard setback of 5' for a garage and 10' for the house and lots under 12,000 s.f, are allowed a minimum side yard setback of 5' for the garage and 6' for the house. S. Any monument or neighborhood identification signs shall be subject to City Sign Code standards. Any such signs shall be consistent in design throughout the development, and sign plans shall be provided at the time of Final Planned Development. 9. All erosion/sediment control plans submitted for development and grading permits shall be prepared by a designer who has received current Minnesota Department of Transportation (MNDOT) training, or approved equal training as determined by the City Engineer in designing stormwater pollution prevention plans. 10. All personnel responsible for the installation of erosion/sediment control devices, and the establishment of vegetation for the development, shall have received Erosion/Sediment Control Inspector/Installer certification through the University of Minnesota, or approved equal training as determined by the City Engineer. 11. Erosion control measures shall be installed and maintained in accordance with City Code and engineering standards. 12. All existing well and septic systems on the site shall be abandoned in accordance with Dakota County and City standards as part of this development. Well sealing records shall be provided to the City. 13. The developer shall enter into an encroachment agreement with the City, in a form acceptable to the City Attorney, for all retaining walls located in drainage and utility easements. 14. All retaining walls shall be privately owned and maintained. 15. The developer shall obtain and provide for review by the city attorney a temporary construction easement or agreement from neighboring properties for any off --site work necessary to construct the retaining walls prior to the release of the plat for recording. 16. The developer shall meet all requirements of Minn. Rules Ch. 8420 including application to the City regarding the wetland boundary and any proposed wetland replacement. The City decisions regarding such application shall occur prior to Final Subdivision submittal. 17. This development shall meet the City's Post Construction Stormwater Management Requirements (City Code §4.34) for stormwater management and surface water quality, including Runoff Rate Control and 1.1" Volume Control (or Alternative Stormwater Management Designs, if fully documented, including on-site testing results and if accepted by the City Engineer) on the site's new impervious surface area (including effective soil remediation for the site's disturbed soils that are to be revegetated). Planning Report — Sununerbrooke June 28, 2016 Page 14 18. The developer shall provide adequately sized pre-treatment (e.g. forebay, etc.) at, or immediately upstream of, all stormwater management facility (e.g. infiltration basin) inlets to provide for effective capture and easily -accessible cleanout of fine -sand sized particles and floatable pollutants. Details shall be included in applicable plan sheet(s). 19. The developer shall provide unobstructed equipment access paths (without obstructions from grading, private utilities, landscaping, trees/branches, large shrubs, etc.), from street - edge to all surface stormwater facilities' inlets/outlets. The unobstructed equipment access path (e.g. 15' width reinforced turf system from street edge to both forebay inlet areas) shall be capable of fully supporting typical maintenance/excavation equipment, for periodic maintenance access to the surface storm water facilities. 20. The developer shall provide the City with soil boring logs prior to receiving city approval to permit land disturbing activity from a minimum of four soil -borings within any proposed infiltration area, extending a minimum of 10' below the bottom of the proposed infiltration feature, to evaluate and ensure suitability (or properly document for limitations) of infiltration. If the soil boring logs and on-site infiltration testing indicate incompatibility of existing sub -soil permeability with the submitted and reviewed design plans for meeting volume control requirements, the developer shall revise the design and/or construction plans (e.g. over-excavation/soil-amendment depth, etc.), or at the direction and acceptance of the City Engineer shall proceed with Alternative Stormwater Volume Control Designs, to ensure volume control requirements are fully met, to the satisfaction of the City Engineer. 21. The developer shall provide construction details, prior to receiving city approval to permit land disturbing activity, of the proposed infiltration system for City review/acceptance by the City Engineer and include in construction plans. Construction details shall include infiltration/filtration basin cross-section(s), construction sequencing/protection/restoration notes, sizing/volume tables, details for stable inlets/outlets/emergency overflows, unobstructed inspection/maintenance access areas to inlets/outlets, soil amendment criteria, live planting, seeding and temporary/permanent erosion -control details, etc., to ensure infiltration practice is properly designed, constructed, planted, and adequately protected during/after construction to prevent clogging, and able to be properly maintained (e.g. unobstructed equipment access, etc.) to function as intended. These graphical details and notes shall be prominently included in all applicable plan sheets (e.g. Grading Plan, Utility Plan, etc.). Volume and placement of iron -enhanced sand filtration media shall be planned (and documentation/calculations provided to the City Water Resources staff) to achieve a minimum of 25 -years lifespan based on modeled dissolved phosphorus load for the iron -enhanced sand filter. 22. Prior to receiving city approval to permit land disturbing activity, the property owner shall provide detailed Soil Management Strategies for City review, and acceptance by the City Engineer, that provide clear assurances that by final grading, prior to installation of Planning Report — Summerbrooke June 28, 2016 Page 15 any irrigation and plantings, the disturbed areas that are to be revegetated will have protected and/or restored soil permeability to non -compacted soil conditions in the top 12" of soil with no less than 5% soil organic matter content and less than 200 psi of soil compaction in the top 12" of topsoil, to comply with Volume Control requirements. These graphical details, soil remediation area graphical depictions/keys and notes on soil protection/restoration shall be included in the Stormwater Management Plan and prominently included in all applicable plan sheets (e.g. Erosion & Sediment Control Plan, Grading & Drainage Plan,, Landscape Plan, etc.) to clearly convey requirement to the contractors involved. 23. Prior to receiving a Certificate of Occupancy for any affected residential construction, Soil Management Strategy implementation documentation (e.g. representative on-site soil samples, compaction testing and soil organic content test results) shall be provided to City Water Resources staff to verify approved soil management strategy compliance. 24. During infiltration/filtration system area over-excavation/sub-soil work, the developer shall provide the City Water Resources staff with 24-hour advance notice of the occurrence of infiltration verifications and also prior to any excavation and/or soil backfilling within the infiltration practice. 25. The developer shall provide the City Engineer as -built plans before the City returns any Stormwater-related Performance Financial Guarantees on the development site, that demonstrate that all constructed stormwater conveyance structures, storrnwater management facilities (forebay, infiltration practice, etc.), and soil management strategies conform to design and/or construction plans, as approved by the City. As -built volumes (for retention) shall be provided for the forebay and infiltration practice. The developer shall submit to the City Engineer certification that the stormwater management facilities have been installed in accord with the plans and specifications approved. This certification shall be provided by a Professional Engineer licensed in the State of Minnesota. 26. This development shall provide hydrant spacing and locations in accordance with City Fire Department and Public Works standards. 27. The developer shall acquire a drainage and utility easement for all public utilities that extend onto neighboring properties in a form acceptable to the City Attorney prior to the release of the plat for recording. 28. The developer shall provide a proposal/infrastructure plan to be approved by staff to provide telecommunications fiber to the home (FTTH) or conduit to all home sites to permit third party providers to install FTTH within the neighborhood. This development shall install fiber optic cable, or a conduit for future installation, during construction of the development. Planning Report — Summerbrooke June 28, 2016 Pate 16 29. All construction traffic associated with this development shall access and exit the site only via the Diffley Road. 30. The developer shall acquire right-of-way or a roadway easement, of sufficient size, in a form acceptable to the city attorney for the cul-de-sac that extends to the property to the east prior to the release of the plat for recording. 31. The concrete sidewalk proposed within public right-of-way shall be a minimum of 6 feet in width if concrete, or 8 feet in width if bituminous. A Trail Dedication credit shall apply if the pedestrian facility is an 8 foot wide bituminous trail. 32. This development shall be subject to a cash parks dedication payable at the time of Final Subdivision at the rates then in effect. 33. The developer shall fulfill current tree mitigation requirements through the installation of two -hundred sixty-seven (267) Category A trees and with the balance being provided with a cash ($59,400.00 per plan dated March 24, 2016) prior to any site disturbance or at time of Final Subdivision. 34. Mitigation trees shall not be installed in any public easement area. 35. The developer shall protect the preserved trees' critical root zones through the placement of required Tree Protective measures (i.e. orange colored silt fence or 4 foot polyethylene laminate safety netting), to be installed at the Drip Line or at the perimeter of the Critical Root Zone, whichever is greater, of significant trees/woodlands to be preserved on-site. 36. The developer shall schedule a site meeting with adjacent landowners to address actions required to protect critical root zones of off-site trees. The City of Eagan Supervisor of Forestry shall attend this meeting. 37. The developer shall contact the City Forestry Division and set up a pre -construction site inspection at least five days prior to the issuance of the grading permit to ensure compliance with the approved Tree Preservation Plan and placement of the Tree Protection Fencing. 2 @m M o\ ° >C \ c c EE �a - 2 f oc @� LLCi° k� �X C14 0 (1) M p q ) E � o c ■ E ■ a , En « CO / / — ! n m § � EN N2� �« 2 /ƒ2 2 ] \ g .0 Ci J _ ~ JIMA C ©. _ "_- c � � g cr E 2 <z a) a) LL 0, 0 LO T 0 0 co E 0. Q ( $ O r o em Q 2 P ED d w G �C N � a G L "C *4 Z 0 u oz CD 7 y •LO d ILQ:U y " / g�� 959` (,1 95 60.AON i t I z W Q rwI 7l\ / x I �N / Q ' Ir - it \ � I � / \.._ e / / /-' •� v "/...,. I if t �• 111_. / / / /Rt ../. 7 / I/ ,I ..5 ,. �,.4 11 i HR LA :C(rlir �I� i I;l r I� I i!� r `_. J 3a �� �' I li l t I •� ', / / / r r mn x z / � ,,,� 1, , x ,•' u- t V /' / I a a CO. � Y 1 i 'II i=fs t 'x : � `+ 3'. - t � - t t � ill '✓ ` i. '\+ i i I I ' ,� •) s x Vit\ °� � _ a ...... ... . V 1 ,� �� �� I \ `�� �\\•''"• �` ,# � /)�I11+/ ilj/l. �i 7 III��; �� r lil I �—I��z e ------------------ I 1 I� _-____ � / `fid' \ �� � •1: '" I ---------- TIL .I ' I _ o < 3 �- _ - ---- --- --_--------------- --MN \\ N I � II II I I ?4T�'••� / II,, , N%a l - f - gl .11 ------------ LO f`� •%'l` N sem - -srn--- tL----- \�� ? I I C4 N 1` I IrI�\ II 1 f ___ , �' F ---- --------- V__,_: !~_S -i I I II r s"a FI L_ r___� I a _ _ ___J I w o o In Q v ___---_ r- ------- -- Z n ------111 J i r_�_=--y___ % -----I -- � T- I --- I — + U w o oNn 3i}y € • I % e� i1 -_-- I % l / I -g - N.�� I �� @ I 1 --zi° .min" ri -Z moo�•• po * 9 - L 1/ i I �_ ;j j I / I �` -.O ¢ C9 o Z 0 NZ No @YrpZiYi 6¢td Za NK Etna as¢In KmQ o £: w IVA r �2m �i fOa so I ; \ ; d I I If .1.1 INM — — — — — ______l Hm I E.0 — — — — — — — — — — — l, - - - - - - - - - - - - -I 04C\l . ... ...... f.. q 41 i — — — — — — — — — — — - I Nil Jj vl I J 22 --------------- g---------- .............. T . ..... . . .. . . ............. Vd .99 F—I 1 If .1.1 INM — — — — — ______l Hm I E.0 — — — — — — — — — — — l, - - - - - - - - - - - - -I 04C\l . ... ...... f.. q 41 i — — — — — — — — — — — - I Nil Jj vl I J 3 �o ��� ya LL� e �; o €mom �Fa<9 pQ�po gN a N� -S 82` 8m o &N � € o < �mQ�� p`F a= LLS-..-, ado Y�<€=m� a <� oma oo� ea Nila��zpa>y aG __ yes nm aox s�o aaga� LLUF � �®L ( I•= � r� F�� ry= o��o����= I -'/ ! 1 t �Ji, i - 5u... ✓ -L t� t)i^4 11L i�r ,. - �T �. � �I � .��i � Y. ! 5,y i I rte' C rF;� yf r r i nil ff _..... ..... . . .. ....... . o 1 y ..r... t Min irk ,� I i < _ / i 1 I `,a \ t IMIr . .....' g a IA ,nl}.'I / tt f ,,•' x - �+ € / k I/,i ,� <}9� i}r go L� \:� I I I ill, ��r\i •s�"'•' l l; j _ 01 ?`/ ii'.I `,' 11lk!. III 1 f r.li � _\(I J IIS r' l� I .j V � � r�r t r l _.�1 /+I� _ f• IY�I i 1 tf 1 Y \ \ _''II }J ISI .. It r of I' \tit ' / 8 s� � Sol xl'rjhj �/1! ,3 5 5 eI1ltt\/ - 11 �: i 1 Iltr 0. — a xray %a%aAns �:. Al l:r t,;� ,\ 5 r 1 ✓.f f Kit 1 I / � . V pY` e`*� � ti �C% \� \.�.� ,{ `�, -1'x;4 '• i i'�/ \t�'�k � / f 3, fi# 9 1 •�' �i ys�� p�.it�:< N` \ % fit�, IY I .\ \� 6,j.Ex� k�.\ "�� `;rte..' r� f ;lt ' fYfu ti TA�', \ �1 �? \ x�if { 1 1t I} � ® .; � \\ x k ' � 9�. ks a•vr � � - �; S I ( l; 6 } I� z � i � I tit a t iqj 1i f ! :\T Ey I E 1 1 //, � ��ARM J :J Y\SIN(-r If' i�/ IlilE a a o ° a � Q dg��ffi qq Yo a= m F- U �� HUM FHUM w O d •o :: =F�gf' MIS" S � °° ry 02 _Co gr3r C oUW iEin -No0 :.�: 1 y ..r... t Min irk ,� I i < _ / i 1 I `,a \ t IMIr . .....' g a IA ,nl}.'I / tt f ,,•' x - �+ € / k I/,i ,� <}9� i}r go L� \:� I I I ill, ��r\i •s�"'•' l l; j _ 01 ?`/ ii'.I `,' 11lk!. III 1 f r.li � _\(I J IIS r' l� I .j V � � r�r t r l _.�1 /+I� _ f• IY�I i 1 tf 1 Y \ \ _''II }J ISI .. It r of I' \tit ' / 8 s� � Sol xl'rjhj �/1! ,3 5 5 eI1ltt\/ - 11 �: i 1 Iltr 0. — a xray %a%aAns �:. Al l:r t,;� ,\ 5 r 1 ✓.f f Kit 1 I / � . V pY` e`*� � ti �C% \� \.�.� ,{ `�, -1'x;4 '• i i'�/ \t�'�k � / f 3, fi# 9 1 •�' �i ys�� p�.it�:< N` \ % fit�, IY I .\ \� 6,j.Ex� k�.\ "�� `;rte..' r� f ;lt ' fYfu ti TA�', \ �1 �? \ x�if { 1 1t I} � ® .; � \\ x k ' � 9�. ks a•vr � � - �; S I ( l; 6 } I� z � i � I tit a t iqj 1i f ! :\T Ey I E 1 1 //, � ��ARM J :J Y\SIN(-r If' i�/ IlilE §3 • i & HE , jog III M. w E2 RHO Ril ;n3 it 0 G R a � w 2 o ° 0 d `!A Sat 7E d GppC '.@ Yf@4n Q iLg S.�S E�n3a p?e�$taF F?$'asY€ArSE`�SE§.�°:} RISE n i Q as €ff HIS _ HP 2 K a W s g •�of :3g%3�eh'$i€ @W1 �F?$1� n5: �d9a a �Xe� ::@SzE§"eas3.a �§. z S S S �� d fs t 3 � S k [ � r� za• zg dtl ri mg 35 �m a ob u� �a a � Uw EEul N E m 3 8 � � a C O U N T Y Dakota County Surveyor's Office Western Service Center 14955 Galaxie Avenue • Apple Valley, MN 55124 952.891-7087 Fax 952.891-7127 • www.co.dakota.mn.us May 9, 2016 City of Eagan 3830 Pilot Knob Road Eagan, MN 55122 Re: SUMMERBROOKE The Dakota County Plat Commission met on May 2, 2016 to consider the concept plan of the above referenced plat. The plat is adjacent to County State Aid Highway (CSAH) 30, and is therefore subject to the Dakota County Contiguous Plat Ordinance. The City requested review of the three concept plans for this proposed site of Summerbrooke. • Option 1 is similar to the original site plan reviewed on 3/7/2016, which includes a connection to CSAH 30 and a connection to the neighborhood to the north. • Option 2 (Sketch 1A), includes a connection to the neighborhood to the north but no connection to CSAH 30. • Option 3 (Sketch 2), includes a connection to CSAH 30 but no connection to the neighborhood to the north. Option 1 The Plat Commission prefers and recommends Option 1. This configuration meets the requirements of the Contiguous Plat Ordinance and the "Factors of Countywide Significance". The "Factors" include the "Ingress and egress to and from County Roads" and "Local road system integration with County road system". This option provides the best connectivity to allow residents, both in the existing neighborhood and proposal to use the most direct and applicable routes safely and efficiently to destinations. Further, this provides traffic alternatives and the best service time for emergency vehicles. Option 2 Plat Commission does not prefer Option 2 but would not necessarily recommend denial of the plat if Option 2 was presented based on the direct impact to the county roadway system. This option does create a greater impact on the local city streets by limiting options for egress from the neighborhood. It creates a long cul-de- sac and increases emergency service time for the development. Further, Option 2 forces unnecessary local trips to the neighborhood to the north and to Braddock Trail and Dodd Road. It also has the potential to add to the delays that currently occur at CSAH 30 & Braddock due to school traffic. Option 3 The Plat Commission would recommend denial of Option 3. This option does not meet the "Local road integration with the County road system" factor of significance. A cul-de-sac onto the county road system is discouraged from both a safety and an efficiency perspective. Option 3 forces all traffic trips onto the County road system, does not utilize the local road system, and does not allow for traffic alternatives or options. Dakota County and the cities have worked together in a number of ways over the years to ensure the roadway system within the County allows for safe and efficient travel, especially as the area grows and develops. The interconnection of local streets is an important component of this safe and efficient roadway system. Without a well-connected system of local roadways, the following problems may occur: 1. Traffic is forced to take routes and travel through intersections that it would not otherwise need to use. Traffic is forced through more signalized intersections than they need to be, make trips less efficient and increasing odds for crashes. This also results in increased delays at intersections and an increase in turning conflicts. These factors ultimately affect overall traffic safety in the County. 2. If local street connections are not made between developments, people are forced to access higher speed, higher volume roadways. This exposes drivers to higher speed conflicts where they otherwise would not need to be. 3. Trip lengths are increased, resulting in longer travel times, more fuel usage (cost, pollution) and greater exposure to crashes. 4. Route options are greatly reduced. We often hear from residents through our roadway design and construction processes that they are not comfortable making u -turns or that they prefer to avoid certain intersections. When streets are not interconnected, the ability of the public to use routes they are comfortable with is reduced. 5. Emergency response times are increased. 6. Local roads are not used to their capacities, while regional roads could require expensive improvements, increasing taxes. 7. Options for convenient pedestrian and bike trips are reduced. Although, the extension of Barrow Court (Avenue) is just one roadway connection, these local street connections are necessary to develop a roadway system that is ultimately as safe and efficient as it can be for all users now and in the future. The Ordinance requires submittal of preliminary and final plats for review by the Plat Commission before a recommendation is made to the County Board of Commissioners. Traffic volumes on CSAH 30 are 8,300 ADT and are anticipated to be 11,000 ADT by the year 2030. These traffic volumes indicate that current Minnesota noise standards for residential units could be exceeded for the proposed plat. Residential developments along County highways commonly result in noise complaints. In order for noise levels from the highway to meet acceptable levels for adjacent residential units, substantial building setbacks, buffer areas, and other noise mitigation elements should be incorporated into this development. No work shall commence in the County right of way until a permit is obtained from the County Transportation Department and no permit will be issued until the plat has been filed with the County Recorder's Office. The Plat Commission does not review or approve the actual engineering design of proposed accesses or other improvements to be made in the right of way. Nothing herein is intended to restrict or limit Dakota County's rights with regards to Dakota County rights of way or property. The Plat Commission highly recommends early contact with the Transportation Department to discuss the permitting process which reviews the design and may require construction of highway improvements, including, but not limited to, turn lanes, drainage features, limitations on intersecting street widths, medians, etc. Please contact Gordon McConnell regarding permitting questions at (952) 891-7115 or Todd Tollefson regarding Plat Commission or Plat Ordinance questions at (952) 891-7070. Sincerely, 7064-��'a I ,7,( -ex 7-- If9_11, Todd B. Tollefson Secretary, Plat Commission c: Mike Sue[ u-B-HORION NYSE May 18, 2016 City of Eagan 3830 Pilot Knob Road Eagan, MN 55422 Re: SummerBrooke Preliminary Planned Development After meeting with and at the direction of City officials, we have modified our previously requested rezoning from R1 -S to a PD. This request is being made in response to the desire of City officials to have security in the knowledge that the rezoning of the property will not result in a different lot configuration than what is approved with the preliminary plat at the time of the rezoning. The new request also includes the construction of a street to serve the existing home and parcel to the East, as requested. The site has been laid out to conform to direction that was provided by City and County staff and their desire for interconnected streets in the area. In trying to meet the desires of all government entities it was determined that a PD zoning is the best way to proceed with the site plan. Project Overview and Request: The property consists of about 15 acres of rolling, wooded terrain located on Diffley Road, East of Lexington Avenue and West of Dodd Road. There are existing single family neighborhoods to the north and west and one single family home on a large lot to the East. Diffley Road is to the South of the site and further South of Diffley Road is a smaller lot single family neighborhood. The property is currently zoned Ag. We are requesting a re -zoning to PD and have designed the site to comply with the comprehensive plan designation of Low Density Residential. The site is surrounded by R-1 zoning to the North and West with one Ag lot directly to the East. To the South is a smaller lot PD zoned neighborhood called Sunset. The lots within Sunset are 65' wide along Diffley Road and 70' wide internal to the neighborhood. Similarly, we are proposing lots in SummerBrooke to be 65-70' in width with the 65' wide lots generally along Diffley Road and widening as you move closer to the existing neighborhoods. Lots within SummerBrooke will range in size from 9,300 — 33,755 square feet. All lots will meet the RI -S standards. 20 of the 33 lots will be larger than the lot area required for lots within an R-1 district. PD zoning under the proposed lot configuration is the most feasible use of the land because it will allow the property to act as a transition between the existing R-1 development and Diffley Road, a collector roadway. The PD designation allows the City to approve this transitional development plan with the knowledge that additional lots cannot be added to the property at a later date. The current Comprehensive Plan for the property shows it guided for Low Density Residential development. This allows for 0-4 units/acre. We are proposing a development with a gross density of about 2 units/acre. We are not requesting an amendment to the comprehensive plan. Site Infrastructure Dakota County has requested an access point on the East end of the site onto Diffley Road. We are showing it on the far eastern end of the project, as requested. This will be the primary entrance to the development and will now provide an alternative access to the existing neighborhoods to the north. The site will also provide a street and utility connection to the existing house on the property east of the site. Due to the terrain, access points, and size of the property, we are proposing two cul-de-sacs and one connection to an existing stub road to the North. The site is easily serviced by surrounding utilities with water connections to the North and South and sanitary sewer connection to the North. SummerBrooke will meet all required stormwater rules. Tree Preservation and Mitigation We are proposing tree removal in excess of the 40% standard identified in City ordinance. The ordinance allows removal of trees beyond this threshold with mitigation when "practical difficulties or practical hardships" exist. Due to the wooded nature of the site and the steep existing topography, in order to reasonably develop a low density neighborhood as allowed by the Comprehensive Plan a majority of the site must be graded. There is additional impact to our ability to save trees due to offsite drainage and the requirement to maintain emergency overflows from the West. This specific tree impact issue and the overall tree impact would occur regardless of lot size. We have worked hard to create a grading plan that will save as many of the trees as possible. There are areas of trees that are able to be saved along the perimeter. Any trees that will have minimal critical root zone (CRZ) impact will have a Tree Health Management Plan provided by Ken Arndt, a certified forester we have engaged for this project. As we move forward in the application process, we will continue to look for opportunities to save trees. Because of the wooded nature of the site, there will be significant tree mitigation required. We are proposing heavy buffers along Diffley Road and the perimeter of the property as well as significant numbers of street trees eventually creating a shaded tree canopy effect along the proposed streets. It is our intent to provide an ample visual screen for all existing homes surrounding the property, Diffley Road and for the new residents of SummerBrooke. The proposed trees will be evergreens of at least 12' in height and overstory trees at least 4 caliper inches in diameter. It is our intent to provide most of the mitigation in the form of new trees on site. Any mitigation that cannot be placed on site will be accomplished via cash -in -lieu to the City at a rate of $300/2.5" tree. Because all proposed mitigation trees are being planted on individual lots, the mitigation trees will be installed after grading and at the time of, or following, house construction, as appropriate. At a minimum, City -required tree protection standards will be used to ensure existing tree protection and new tree survival, including the use of tree protection fencing, extra protection of critical root zones when necessary, and watering of newly planted trees during the first growing season if rainfall is not sufficient. New trees will all have a minimum one year warranty. Home Plans SummerBrooke will include our architecturally -designed single family homes featuring functional owner's entries, spacious great rooms and large kitchens that flow seamlessly throughout the main layouts similar to what we are currently building in our Hillcrest neighborhood on Cliff Road. We appreciate your time reviewing our application and look forward to working with Eagan as we move our application through the process. Sincerely, Mike Suel Land Development Manager 2 From: Mike Ridlev To: mark.filipi a(bmetc.state.mn.us; "Vanderpoel. Jane"; "Dan Piper" (oipe0008(@umn edu); "Daniel Sagstetter fdaniel sag stetter(loutlook.comy; jrdimmnaaol.com; Matt Woebke; kim.heckmann(alyahoo.com Cc: Jill Hutmacher; ".Robert Bauer" (RBauer(@DMSHB.com); Sarah Thomas; Julie Strid Subject: Proposed SummerBrooke Development Date: Monday, June 27, 2016 4:44:04 PM Attachments: Letter to Eagan City Council 4 5 2016.docx FYI From: Andrew Elm [mailto:andrewelm@hotmail.com] Sent: Monday, June 27, 2016 1:45 PM To: APC Subject: Concerns About the Proposed SummerBrooke Development City of Eagan Advisory Planning Commission Members, I am sending this email to share my concerns about the proposed new SummerBrooke Development between Diffley Road and Camberwell Drive. Unfortunately, I will not be able to make the Planning Commission meeting on Tuesday, 6/28/16 regarding this issue as I have previous commitment. I have two main issues with the new site plan (as with the original site plan that was previously presented to the Commission): • Proposed Zoning/Density • Proposed thru road from Diffley Road to Camberwell Drive I am opposed to any plan that includes a thru road from Diffley Road to Camberwell Drive as part of this development. I have previously expressed my concerns to both the Advisory Planning Commission and the City Council regarding safety and traffic issues related to this option. Please reference the attached letter to the Eagan City Council (dated 5/4/2016) for the facts and details of my argument. I want to again go on record stating that I am opposed to any plan that includes the thru road. Unfortunately, in order to develop this property, it appears the thru road from Camberwell to Diffley would be required based on county requirements and the results of other discussions that have taken place to this point. Access to the new development from Diffley with NO thru road to Camberwell would be my preference. However, the only viable option that includes NO thru road from Diffley to Camberwell, at this point, is simply not developing the site. My other major concern about this project is the proposed zoning and density of the development. The developer is still seeking to build about 33 homes on the site and some of the lots are quite small - this is basically unchanged form the original plan they presented From: Ayrica Ash To: Michael Suel Cc: Ron A Mullenbach; Kuehn, John; Aaron Nelson; Sarah Thomas; APC Subject: Summerbrooke Date: Tuesday, June 28, 2016 1:17:46 PM Hi Mike, While we appreciate your email response, you still have not sent us anything, purchase agreement or offer letter that we can seriously consider before meeting. Our only interest in these discussions is that we are not harmed by this development and we can continue to enjoy living here, as this has been our home for over 24 years and we plan to stay. We will attend the Advisory Planning Commission meeting this evening. We have been very clear that we are open to helping this development proceed, but will not do so to the detriment of our property. The site plans you have sent to us continue to have the backs of houses facing the front of our home, which we have said from the beginning is a deal breaker for us. Facing the back of any houses will decrease our value and we know of no other homes in Eagan where this is done. We have offered to sell land that you need for storm water ponding/ drainage and our Diffley Road access point. We are not interested in additional easements on property that we will no longer be able to use, access, or easily maintain due to the proposed pond(s) and driveway removal, while we continue to pay taxes and have the liability of this property. The adverse possession issue is not new and was even brought up at the April city council meeting. If nothing else, the utility poles should have been a red flag for you from the onset. Our former neighbor, the utility company, and we understood that the poles are on the property line. We have obviously possessed and maintained this land as our own for over 24 years. Personally we have spent hundreds of hours on our own and thousands in legal fees responding to these ongoing development issues. We have met face to face with you, which didn't move the process ahead significantly, and another meeting at this time without an offer to consider, when these ongoing issues have not been resolved, would be costly and of little value to us. We are looking to you as the real estate expert to conclude the processes necessary for your benefit and our protection. Then we can continue to work out the variety of details that are yet to be addressed such as utility connections and landscaping. Gary and Ayrica Ash 755 Diffley Road Eagan, MN 55123 although the zoning request has been changed from R1 -S to PD - a technicality in my opinion. I would like to see fewer homes and larger lots to match the surrounding areas that are already developed. The only real change to the original plan the developer presented is the additional cul-de-sac for the existing homeowners on the East end of the site, and a change in the zoning request from AG (Agriculture) to PD (Planned Development), rather than AG to R1 -S (Residential Small). The site plan layout itself (with the exception of the new cul-de-sac) is essentially unchanged from the original plan that the developer withdrew from consideration at the last City Council meeting due to a perceived lack of support. I urge the members of the Advisory Planning Commission to reject the new site plan being presented by DR Horton for the reasons stated above. I think it would be a mistake to develop this property, as proposed. While the site plan being presented may be the best'viable' alternative for developing of this property, it is not an 'acceptable' alternative in my opinion for the surrounding neighbors or the City of Eagan. I appreciate your time in considering my concerns. Andrew P. Elm 4138 Barrow Court, Eagan andrewelml@hotmail.com 651-230-4678 From: City of Eagan[maiIto:webmaster@citvofeagan.com] Sent: Tuesday, March 22, 2016 1:52 PM To: City Council Subject: City of Eagan: Planned Development - Camberwell & Diffley This is an enquiry email via http://www.cityofeagan.com/ from: Dan Byrne <di77byrne@gmail.com> Good afternoon, Councilman Bakken. I am writing to express my concerns about a proposed development in the neighborhood we share. (1 am at 4060 States Avenue.) I expected homes to be developed at some point in time in the area south of Camberwell Dr. given the sign that has been posted for many years in the dead end opposite of Barrow Court (as a site for a future road) - as well as the presence of such a large and attractive plot of land. My concern at this point is the manner in which the development is proposed to take place. My concerns are in three areas: construction traffic, size of lots and drainage. I would prefer that the construction traffic come from the Diffley Road entrance, to prevent large noisy vehicles and all the accompanying dirt from taking over a very residential community known as the Monopoly neighborhood. This neighborhood is an outlet for the middle and high schools in the area, as foot and car traffic are a daily occurrence (thus a safety issue for our neighbors). The roads back here are curvy, thus with many turns and partial blind spots. We also just had these roads repaved and I feel we should do without the added traffic of heavy duty vehicles so as to maintain what was just put in place. And in my experience from living for over 15 years in this neighborhood, there is not as much traffic on Diffley east of the Braddock intersection - thus it makes sense to steer those large trucks to that access point of the new development. I will acknowledge that the purchaser of the land should have some flexibility in choosing how they want to develop their property, but I do want to pause on the point of the size of their proposed lots and push back on their rezoning request to go from R-1 to R -1S. The current neighborhood has a fine layout - with elbow room - and has attractively matured over the years. Rezoning this land would allow them to go below the 12,000 square foot minimum lot size (as I understand it) that we all enjoy. It would create an unsightly and congested development that is at odds with the intentional aesthetic currently in place. Large houses packed closely together should not be the trademark of new developments in Eagan. Finally, we enjoy beautiful natural/wetland areas in our part of the city. I am concerned that the degree to which the developer needs to rework the land (with dirt/fill, retaining walls) will have a negative impact on the nature and environment of our neighborhood. I thank you for listening to my concerns and would be happy to engage with you on any conversation regarding this development in the future. Warm regards, Dan Byrne 651.247.3547 This map of course is not drawn to the absolute correct scale but, the concept is sound. By having the access to Diffley Rd. (Cty 30) placed where the proposed lot #24 is and creating a new lot "#24" in the SE corner this will help in traffic flow control and prevent any speed/safety issues in the Camberwell/ Barrow Ave. intersection. A four-way stop sign set at this intersection would also enhance safety. This would not move or reroute the connection to the existing neighborhood plus not need a variance for the over 500' cul-de-sac of Street A. As a further note it appears that where lot 24 is proposed is right where the existing access to that whole property already exists. This idea is submitted for your consideration. March 28.. 2014 1:2,685 a:azz a:t0a5 n,e mi Tax P.aTnels water Right of Ways Easement —+ � �J 'a O'Caas 0.07- D..14 km Tax Parcet Multi -owner Pa reel Penang t4sw Dediaated Flight W WayGViater in T. x:Parcet i� �'rset A2tt;..v:d w1 ae� aiaUaS�n�srl.�£m ace+;��1a�axias u�arcb' is ria �uae�zam6 T� �.:r.�[a-kms �ecsera�a��ai v&� mit Gaei��o�3'm-e ffi�. sasras.:eE�et. ��ttiam-':x dv x.�n63: From: Craig. R. Neudahl@faa.gov[mailto:Craig.R.Neudahl@faa.gov] Sent: Saturday, March 26, 2016 11:19 AM To: APC Subject: Proposed DR Horton Development on 775/785 Diffley Road To the Eagan Counsel; Please consider the attached suggestion for the proposed development by DR Horton. This idea may have already been considered and discarded but it wasn't proposed the night of the counsel meeting on the 22nd of March. The only problem for this idea I believe was the county not approving access to Diffley Road when in fact an access for the current property (775) already exists. On this point I feel that the county could be pressed for a variance on this matter. The attachment also shows further how HR Horton could redraw the plot design so as to not require the city's variance on cul-de-sac length (>500') while retaining their thirty-three lots. Respectfully Submitted; Craig R. Neudahl 763 Camberwell Drive Eagan, MN This is an enquiry email via http://www.ci.eagan.mn.us/ from: John Flynn <iflynn07O6@comcast.net> Dear Honorable Mayor and City Council Member: This proposed development (33 houses) will be addressed at the April 5th city council meeting. I will be out of town during this meeting but wanted to provide you with my perspectives. I am not opposed to building single family houses in the proposed area. I am concerned that the Advisory Planning Commission: Supports opening Barrow Avenue as an entrance to this planned development Changed the zoning from Agriculture to R -1S, as the surrounding community is zoned R-1 Supports the removal of 80+% of the existing trees The commission informed us that there is little space left to build in Eagan and that most situations going forward will have similar issues. The opening of Barrow Road is the most critical issue, as this will only bring more traffic into the area, specifically on Camberwell Drive. This is a safety issue as there are no sidewalks on Camberwell Drive or on any of the roads in the Hills of Stonebridge. Mr. Nelson told us that a traffic study had been conducted in 2007 and that the volume at that time was 300-500 cars per day, which he considered average. When one of my neighbors tried to question this study, he was told that the public segment was closed. I depended upon this elected commission to represent us at these hearings but no one asked any probing questions, such as when was the audit conducted: school days, holidays, weekdays, or during the summer? This is still a puzzlement for me. Additionally, no one added that a Cub, and other stores moved on to Diffley Road after 2007, and that Diff ley Road underwent major road improvements/closures in 2009 that caused city/area residents to find alternative routes to get through town. I feel that some of those alternatives included Camberwell Drive and that this particular route stuck as a short-cut to the middle school and high school. My wife and I walk regularly and the traffic is higher that 12-20 cars an hour throughout the day. Even when parents put safety barriers out, cars continue to zoom through the street, above the posted speed limit of 30MPH. We kept hearing from the commission that the new development would need two entrances for emergency vehicles. A question was raised during the public hearing about having a bicycle/pedestrian path at the Camberwell Drive end of Barrow Avenue wide enough to accommodate emergency vehicle access. During the closed portion we were then told that no such path exists anywhere in town. I would ask that you look at the end of Leonard Circle and the path at the end of that cul-de-sac linked to Dodd Road. There are also many areas in town that only have only one access in/out, with more than 33 single-family houses. Two that come to mind are Widgeon Way off of Duckwood, and Wildflower Way off of Lexington Parkway. The Hills of Stonebridge / Camberwell area is zoned R-1. DR Horton's proposal is to zone the entire development as R -IS and that they will only put the smaller lots along Dlffley Road, and that those lots abutting Camberwell Drive and the current cul-de-sacs will be above 12,000 SF. I have concerns on how this zoning will affect current property values and taxes. DR Horton estimates that the property values will rise. Nice of them to say this but they could not provide examples and don't make those decisions. Another concern is drainage. Many of us have excess run-off now and as a result have sump pumps running for months. Who will validate DR Horton's work in grading, run-off containment, and retaining wall effectiveness? DR Horton has a word-of-mouth_ reputation for using a scorched -earth approach to readying lots for construction. They plan on removing over 80% (600+) of the existing trees and then planting 260 or so new ones. They are also planning on installing retaining walls on the northern and western ends of the development. They want to be good neighbors and have offered to put in fences to hide these. Why would they remove the border trees (non -buckthorn or non -box elder) on the berm and replace them with a fence? I asked the DR Horton team if they could also look at transplanting any removed trees to the berm. Mike (DR Horton) expressed interest in doing this so they can reduce paying fines to the city. There are also numerous deer and other critters on the development property and there is no announced mitigation plan fortheir well-being. At this same DR Horton information meeting, Horton was asked to consider reducing the number of houses to provide more green -space. The plan they presented at the planning commission session was unchanged. As I alluded to earlier, the commission informed us that there is little space left to build in Eagan and that most situations going forward will have similar issues. To generalize our concerns is just not helpful. I was pleased that one member of the planning commission actually cared enough to look at the property and Barrow Road stub (KUDOS to Joe Dierks) before the meeting. I would ask that each of you do the same before the April 5th meeting to see first-hand the various issues at hand. The planning committee acknowledged that they heard a lot of willingness to compromise from the residents present, yet rather than pausing and trying to get more information, the session turned into a quick rubber stamp for the developer. Although some committee members may have listened, in the end, only one member seemed to hear and care about our concerns. I sensed that the other members were more focused on DR Horton's inputs that those of the residents. I'm not sure what the goals of the planning commission are but I walked away with the impression that it was primarily to generate revenue. Unfortunately, this was done at the exclusion of the voiced concerns of tax -paying citizens. Thanks for your consideration 1 John John Flynn 4160 Kingston Court Eagan, MN 55123 (651) 307-6148 This is an enquiry email via http://www.ci.eagan.mn.us/ from: Susan Flynn <suellenflynn@comcast.net> To the Eagan City Council I live at 4160 Kingston Ct. My house is one of the many that will be affected by the Summerbrooke Development being proposed by D.R. Horton Builders. At the Planning Commission meeting I was struck by the indifference expressed by the Committee toward the community members who expressed concerns about the development. It felt as if we were wasting their time and they were humoring us by letting us speak not because they wanted to hear what we had to say but because they had no choice in the matter and were just trying to get through that part of the meeting before they could approve the proposal and move on. As soon as we were done they were quick to negate all our concerns as unrealistic or unnecessary by telling us such things as police reports that were nine years old should be held as valid proof that the neighbors who live in the area didn't know what they are talking about when they expressed worry about increased traffic and the safety of our walking students or young children playing. They tried to explain away why reducing the house numbers to make all lots R-1 and not R -1S as D.R. Horton is requesting was not an issue, even though all other lots in the developments surrounding the area are R-1. It seemed that most everyone's mind had already been decided before about 40 citizens showed up to express their serious concerns about the proposed plan. I will be out of town when the City Council vote on this so I would like to take a few moments to express my concerns. First I want to make it clear that initially when the neighbors met with D.R. Horton representatives the week before there was an air of compromise on both sides. They told us they did not want the Barrow extension to be opened either and hoped that the neighbors would be able to convince the Planning board to stop that. They told us the idea of a walk/bike path wide enough for emergency vehicles would suffice for their purposes. They volunteered to build whatever kind of fence we wanted on top of their retaining walls to prevent them from becoming dangers to small children and errant pets. They even stated they would try to transplant some of the trees to hide the retaining walls and give our homes the more natural look we were used to that they would be cutting into. But when we got to the Planning meeting all compromises were ignored and the Planning commission members pushed the D.R. Horton plans through as presented. This was not what I considered community awareness or community conscience as I would have expected from the Planning commission. The attitude that was displayed at the planning commission meeting will not get much cooperation from the neighborhood. Given the lack of compromise and limited attention paid to our concerns it is unlikely we or our neighbors will be very willing to compromise or work with the developer on the needed access or easements if the current plan goes forward. We have woods behind our house that are teeming with wildlife. We have a herd of deer, families of rabbits, owls, woodpeckers and the occasional bald eagle. When we bought our house 17 years ago we were informed the woods would never be developed. I know progress waits for no person but I also know that maintaining natural environments and green spaces are as important as building new houses. I still believe there is room for compromise on this project but the builder will have to stretch a little further before they get my approval. My thought is if we went back to the tables and brought out the compromises again we might be able to have a discussion that would benefit Eagan, appease the neighbors and satisfy the builder. If they reduced the number of houses even by 3 or 4 (1 against Diff ley where they wanted to make R -1S lots: 1 across from the those that would also be R -IS lots and one or two from the Northwest corner)they would be able to keep every house an R-1. We hoped that they would be able to save more trees than they initially had planned for the sake of preventing erosion and draining issues and maintaining more natural space. Making Barrow extension a stub with a walk/bike path is an absolute must. There is no need for there to be another through road to Camberwell. It will only cause more safety concerns with the young families that have moved in recently. The way the plan stands they need to reexamine the elevations and drainage patterns to prevent water problems from developing in existing houses due to land leveling and tree removal. But most of all the Eagan City council needs to open their ears and hearts to the communities that will be affected by this building and decide if Eagan needs 3 more houses and one more through street at the expense of the communities that already pay taxes and enrich the neighborhoods that dive in the Hills of Stonebridge. Thank you for your time and attention, Susan E Flynn 4160 Kingston Court Cheryl Stevenson From: Sent: To: Subject: Attachments: Eagan City Council Members, Andrew Elm <andrewelm@hotmail.com> Tuesday, July 19, 2016 3:45 PM City Council Concerns About the Proposed SummerBrooke Development Letter to Eagan City Council_4_5_2016.docx I am sending this email to share my concerns about the proposed new SummerBrooke Development between Diffley Road and Camberwell Drive. Unfortunately, I will not be able to make the City Council meeting on Tuesday, 7/19/16 regarding this issue as I have previous commitment. I have two main issues with the new site plan (as with the original site plan that was previously presented to the Council): Proposed Zoning/Density Proposed thru road from Diffley Road to Camberwell Drive I am opposed to any plan that includes a thru road from Diffley Road to Camberwell Drive as part of this development. I have previously expressed my concerns to both the Advisory Planning Commission and the City Council regarding safety and traffic issues related to this option. Please reference the attached letter to the Eagan City Council (dated 5/4/2016) for the facts and details of my argument. I want to again go on record stating that I am opposed to any plan that includes the thru road. Unfortunately, in order to develop this property, it appears the thru road from Camberwell to Diffley would be required based on county requirements and the results of other discussions that have taken place to this point. Access to the new development from Diffley with NO thru road to Camberwell would be my preference. However, the only viable option that includes NO thru road from Diffley to Camberwell, at this point, is simply not developing the site. My other major concern about this project is the proposed zoning and density of the development. The developer is still seeking to build about 33 homes on the site and some of the lots are quite small - this is basically unchanged form the original plan they presented although the zoning request has been changed from RI -S to PD - a technicality in my opinion. I would like to see fewer homes and larger lots to match the surrounding areas that are already developed. The only real change to the original plan the developer presented is the additional cul-de-sac for the existing homeowners on the East end of the site, and a change in the zoning request from AG (Agriculture) to PD (Planned Development), rather than AG to R1 -S (Residential Small). The site plan layout itself (with the exception of the new cul-de-sac) is essentially unchanged from the original plan that the developer withdrew from consideration at the last City Council meeting due to a perceived lack of support. I urge the Council members to reject the new site plan being presented by DR Horton for the reasons stated above. I think it would be a mistake to develop this property, as proposed. While the site plan being presented may be the best 'viable' alternative for developing of this property, it is not an 'acceptable' alternative in my opinion for the surrounding neighbors or the City of Eagan. I appreciate your time in considering my concerns. Andrew P. Elm 4138 Barrow Court, Eagan andrewelm@hotmaiI.com 651-230-4678 Members of the Eagan City Council, I would like to express a couple concerns I have regarding the proposed new SummerBrooke development planned between Diffley Road and Camberwell Drive on Eagan's east side. I am a resident of the Camberwell neighborhood and feel that the preliminary subdivision, as proposed, will negatively impact the existing surrounding neighborhoods. Below are my concerns: Concern #1- Proposed Through Road Connecting Camberwell Drive to Diffley Road in the Preliminary Subdivision Most residents living on Camberwell Drive and adjacent Pennsylvania neighborhood, as well as, the attached cul-de-sacs are well aware of the problems we have with the neighborhood being used as a shortcut to the high school. An additional connection to an arterial road, such as Diffley Road, will only exacerbate this problem and will likely lead to even more traffic entering from Northview Park Road and cutting through our neighborhood to get to Diffley Road, instead of using Braddock Trail or Dodd Road. In speaking with the City Planner and Asst. City Engineer about the proposed through road, I have been told that: "The Barrow Ct. extension to Diffley Road was originally planned in 1991 to promote the interconnectivity of neighborhoods, provide another option for drivers to access the neighborhood, and allow for the full development of the property south of your neighborhood. City code limits cul-de-sacs to 500' in length. Without the connection to your development, the total cul-de-sac length would be about 1,600'. Because that far exceeds code requirements, the development would not be able to extend a street to a large portion of the property without getting a variance. In order to get a variance, the property owner would need to prove a hardship." "...it is necessary to create another option for motorists to access the neighborhood, and is needed to avoid issues associated with excessive cul-de-sac lengths. " Firstly, the fact that the street construction was planned 25 years ago does not provide a valid argument for putting the road through from Camberwell to Diffley today. I would argue that the planners 25 years ago did not anticipate the volume of traffic coming through our neighborhood during school start and stop times as well as normal commute times using Camberwell as a bypass for Diffley/Braddock. Since that time, the high school enrollment has dramatically increased and new commercial and retail development has taken place just to the south west of our neighborhood. Secondly, the developer is already requesting a variance for the length of the cul-de-sac — so the argument that not putting in the through road would require a variance for the length of the cul-de-sac is a non -issue. No one in our neighborhood wants another through road from Camberwell Drive to a major street, such as Diffley, since we already have an existing traffic issue with the through streets that exist now. This traffic issue is not a result of residents trying to get in and out of our own neighborhood, but rather a result of others using our neighborhood as a bypass to get around congestion at Diffley Road and Braddock Trail during certain times of the day. Adding an additional outlet to Diffley would only bring in more traffic. The Eagan Assistant City Engineer himself indicated as much during the Advisory Planning Commission meeting on March 22, 2015, and Commissioner Piper reiterated this by stating that he was swayed by the City Engineer's comment "that North-South congestion on Braddock is going to be relieved in part by this connection to Barrow Avenue." This comment is alarming to me since we are talking about using a residential neighborhood to alleviate the congestion of a main city thoroughfare. The streets in the Camberwell and adjacent Pennsylvania neighborhoods were not intended to be sued as main traffic arteries to get to and from the high school, but rather for residents to get in and out of their neighborhood. Regarding the argument that there needs to be an additional option for drivers to access the proposed new SummerBrooke neighborhood, there is no specific city safety or fire 'requirement' that subdivisions in the City of Eagan have more than a single inlet/outlet to the development. I have confirmed this with the Assistant City Engineer himself. As a matter of fact, there are a number of other existing, single outlet, cul-de-sacs in Eagan that are much longer and contain just as many homes. For example, the Stonebridge Ponds development at the corner of Diffley Road and Dodd Road, just a quarter mile to the east of the proposed new SummerBrooke development, is neither connected to the Camberwell neighborhood, nor does it appear to meet the city cul-de-sac length limit of 500 ft. Furthermore there is only a single outlet for these homes. Granite Drive (Stonebridge Ponds) neighborhood West of Dodd Road and North. of Diffley Road. There is a single inlet/outlet road and the development includes 16 homes Granite Lane neighborhood West of Elrene and North of Wescott Road. There is a single inlet/outlet road and the development includes 23 homes In his comments regarding the safety concerns the residents have about existing traffic in and out of our neighborhood at the City Advisory Planning Commission meeting on March 22, 2016, the Assistant City Engineer discounted our concerns stating that these were 'perceived' traffic issues. As a result, I requested information from the Eagan Police Department regarding traffic stops, traffic details, driving complaints, extra patrols, etc., over the last 4 years for the Camberwell and Pennsylvania neighborhoods. The results showed the following. Since 2012, in the Camberwell and Pennsylvania neighborhoods, there have been: • 16 extra patrols as result of driving complaints • 97 traffic stops (with 32 citations issued) • 13 accidents • 4 traffic details These numbers are for incidents only within the residential areas of these neighborhoods and do not include the surrounding county and main city roads. For a small residential neighborhood, these statistics seem quite excessive and lend little weight to this being a perceived traffic issue. I request that the City Council deny the preliminary subdivision plan and that they consider the alternative road proposal for the new development below: • No through road from Camberwell Drive to Diffley Road. The new development would use the Diffley Road side as their only traffic access point and could connect to the rest of the neighborhood via a paved sidewalk or walking path from the Barrow Court stub to the new development wide enough to support emergency vehicles if needed. • This is a reasonable compromise that would provide a useable connection to the existing neighborhood as well as an alternative emergency access to the new SummerBrooke neighborhood if needed. At the same time it would avoid bringing any additional traffic into a neighborhood that already has traffic and associated safety issues. Again, at the March 22, 2016 City Advisory Planning meeting, the Assistant City Engineer what asked if there were any other neighborhoods that had a similar walking path such as the one being requested by the residents of this neighborhood. His response was that he was unaware of any others in the City of Eagan. There are, in fact, a number of other developments in the City of Eagan that have a similar walking path from the neighborhood to a main road or even to another neighborhood, such as: The path at the end of Leonard Circle thru to Dodd Road Concern #2 - Request to Re -zone the land to RI -S The requested RI -S rezoning will allow for too many homes to be packed into this small area. This zoning does not match the rest of the surrounding development. Looking at other recent DR Horton developments, this would result in large houses packed closely together, which would magnify the traffic issues, be out of character in an unsightly way, and likely negatively impact the values of the houses nearby. Again I will refer to the Stonebridge Ponds development just to the east of the proposed new development which has homes with larger lot sizes and is zoned R-1. This development also borders Diffley Road and has about the same land area with only 16 homes. It was pointed out at the City Advisory Planning Commission meeting on March 22, 2016 that the development to the south of Diffley is zoned Planned Development (PD) and likely has lots smaller than 12,000. My response to that comment is that the development to the south of Diffley is, in no way, part of our Camberwell/Pennsylvania neighborhood since they are separated by a busy county road. We are concerned about the zoning of the SummerBrooke development because it will have a direct connection to our existing neighborhood. Also at the meeting on March 22, 2016, the City Planner stressed that the proposed SummerBrooke development would be approximately 2.2 units per acre which matches or exceeds the existing surrounding developments. I argue that this is a misleading figure since: • 2 of the lots (33,750 sq. ft. and 22,529 sq. ft.) are considerably larger than most others and contain a large portion of unusable wetland • 1 lot (25,008 sq. ft.) has an existing home on it already • Yet another lot is 23,428 square feet —these four lots skew the actual units per acre average. • 13 of the lots in the proposed development do not meet R-1 standards and range in size from 9750-10,319 I understand the need for Eagan to make smaller home lots available for people who want less to maintain, or simply can't afford a home with a larger lot, but these homes should be built in an area where it makes good sense to do so. I request that the City Council deny the request to rezone this area as R -IS, and alternatively, request the developer to deliver a site plan that fits the R-1 zoning guidelines in order to match the existing neighborhoods and reduce the number of homes on this site. Zoning this land as R-1 would likely require the elimination of a mere 3-4 homes (maximum) from the proposed preliminary subdivision. Summary At the Eagan City Advisory Planning Commission meeting, the Commission voted 4-2 to approve the cul-de-sac length variance, the re -zoning request and the preliminary subdivision proposal which included the through road from Diffley Road to Camberwell Drive. I believe it is meaningful that two commission members voted against this plan and should give pause to the City Council to really consider the impact of the proposed plan on the existing neighborhoods before giving it the rubber stamp. In voting against the preliminary subdivision plan, Commissioner Jane Vanderpoel Gutknecht stated she "did not think it is a great development." She also stated "I wish it could be improved" and that "there are a lot of things wrong with this plan." Comm issionerJoesph Dierks, the only member to actually come out and look at the site, also voted against the preliminary subdivision, as well as, the rezoning and variance requests, stating he had major concerns regarding the engineering of the through road and the safety implications it may have for the existing neighborhood. Commissioner Dierks also indicated that there should be some compromise on this matter as the concerns of the residents are valid ones. He even proposed that the city consider an alternative, such as, two cul-de-sacs and no through road. The residents of the Camberwell neighborhood are not opposed to this new development. At the same time, we are not excited about it either. However, we understand that there needs to be some amount of compromise on the proposed plan and it needs to take into consideration both planning and engineering concepts, as well as, the impact on the surrounding neighborhoods. Sadly, it was made very evident at the City Advisory Planning Commission meeting that the City Planning and Engineering departments are unwilling to compromise. Thank you for your time and consideration with this matter. Andrew P. Elm 4138 Barrow Court Eagan, MN 55123 651-230-4678 andrewelm@hotmail.com Advisory Parks & Recreation Commission March 21, 2016 Page 2 There are no consent agenda items to be discussed at this time. SummerBrooke Development Assistant Parks & Recreation Director Jared Flewellen gave a brief over of the SummerBrooke project. DR Horton, Inc. is proposing a Preliminary Subdivision to create 33 single-family lots upon approximately 15 acres located at 775 and 785 Diffley Road. After discussion ;with the Commission, Member Neuman moved, Member Morris seconded with all mernbe'r present `voting in favor of the Alternate 1 and Alternates 3 thru 13 to be considered for recommendation to the to, the City Council: Aye: 6 Nay: 0 Commission Member Neuman moved, and Member Morris seconded with all member present voting against Alternate 2 proposed 6' sidewalk. This sidewalk section d'id, meet the 8' requirement as indicated in the trail dedication policy and should not be considered toward the trail dedication fees: Aye: 6 Nay: 0 Parks Master Plan Assistant Parks & Recreation Director Jared Flewellen.gave a brief over of the final Parks Master Plan. After brief discussion with the Commission, Member Todd -Harlin moved, Member Morris seconded with five Commission Members votmgjin favor of the Alternate 1 for recommendation to the City Council: Aye 5, Na_y: 1(Member,Peterson),h Forecast Public Art Contract Recreation Supervisor Julie Andersen gave a brief over of the Forecast Public Art contract. After brief discussion with the Commission; Member'Todd-Harlin moved, Member Farlee seconded, with all members present voting in favor of the Alternate 1 for recommendation to the City Council: Aye: 6 Nay: 0 NEW BUSINESS Civic Arena & Cascade Bay 2015 Facility Report City Council Meeting Minutes April 5, 2016 6 page City Planner Ridley gave a staff report and provided a site map. Mayor Maguire opened the 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 an Interim Use Permit (IUP) to allow a community garden located at 1560 Yankee Doodle Road, subject to the following conditions: Aye:5 Nay:0 1. The Interim Use Permit shall be recorded at Dakota County within 60 days of approval by the City, and proof of recording shall be submitted to the City. 2. The permit shall terminate on October 31, 2018. 3. The interim use permit shall be subject to an annual administrative review. The purpose of such review shall be to determine that the conditions of the permit are within compliance. The interim use permit may be revoked for failure to comply with any condition of the permit following notice of the noncompliance and a hearing by the City Council with all interested parties being given an opportunity to be heard. 4. This permit approves the use of a community garden, which shall be located as shown on the approved Site Plan with the specifications identified on the approved Garden Plan. 5. Refuse cans shall be provided on site. 6. Restoration of the plots shall occur at the end of the growing season. 7. The land shall be restored at the end of the Interim Use Permit to be in compliance with the City of Eagan's turf grass ordinance. 8. At all times, any and all garden materials, supplies and tools shall be contained within the area as defined by the Garden Plan. Any and all such materials, supplies and tools shall be stored, placed or disposed of no closer than 30 feet of the wetland boundary. 9. At no time shall biodegradable garden debris or compost be stored, placed or disposed of closer than 30 feet of the wetland boundary. 10. Vehicle access to the garden site shall only be from the Oak Hills Church property off of Coachman Road. There shall be no direct access from Yankee Doodle Road. The Council took a 10 minute break. Rezoning, Preliminary Subdivision and Variance — DR Horton Inc. IMIN City Administrator Osberg introduced the item noting before the Council are two actions to approve a Rezoning from A, Agricultural, to R -IS, Small Lot Single Family, upon approximately 15 acres and a Preliminary Subdivision (Summerbrooke) to create 33 lots upon approximately 15 acres located at 775 and 785 Diffley Road. City Planner Ridley gave a staff report and provided a site map. Mike Sue[, DR Horton Homes, gave a summary of the request and touched on some of the concerns that were raised by the neighboring property owners. Director Matthys addressed the history of the proposed extension of Barrow Court and shared collected traffic data in response to numerous communications from adjacent residents. City Council Meeting Minutes April 5, 2016 7 page Mayor Maguire opened the public comment. The following property owners living at 750, 758, 762, 766 Camberwell Drive, 4138 and 4150 Barrow Court, 4156 and 4164 Kingston Court, and 755 Diff ley Road all shared questions and concerns pertaining to: traffic, density, grading, tree loss, erosion and loss of wildlife. The Council discussed the Rezoning, Preliminary Subdivision and Variance request. The Council stated concerns regarding the rezoning and street connections. After further discussion it was the recommendation of the City Council to continue the item to a future City Council meeting. The applicant agreed to continue the request to the June 7, 2016 City Council meeting. Councilmember Fields moved, Councilmember Tilley seconded a motion to continue the Rezoning from A, Agricultural, to R -IS, Small Lot Single Family, and a Preliminary Subdivision (Summerbrooke) to create 33 lots upon approximately 15 acres located at 775 and 785 Diff ley Road to the June 7, 2016 City Council meeting. Aye: 5 Nay: 0 Comprehensive Guide Plan Amendment (Fire Station 1) — City of Eagan City Administrator Osberg introduced the item noting the Council is being asked to direct staff to submit to the Metropolitan Council a Comprehensive Guide Plan Amendment to change the land use designation from HD (High Density) to QP (Public/Quasi-Public) upon approximately 4 acres located at 4230 Blackhawk Road. City Planner Ridley gave a staff report and provided a site map. Mayor Maguire opened the public comment. There being no public comment, he turned the discussion back to the Council. Councilmember Tilley moved, Councilmember Hansen seconded a motion to direct staff to submit to the Metropolitan Council a Comprehensive Guide Plan Amendment to change the land use designation from HD (High Density) to QP (Public/Quasi-Public) upon approximately 4 acres located at 4230 Blackhawk Road. Aye: 5 Nay: 0 LEGISLATIVE / INTERGOVERNMENTAL AFFAIRS UPDATE There was no legislative/intergovernmental affairs update. ADMINISTRATIVE AGENDA There were no administrative agenda items to be heard. There were no visitors to be heard. VISITORS TO BE HEARD ADJOURNMENT Advisory Planning Commission June 28, 2016 Page 2 of 22 IV. PUBLIC HEARING New Business A. Summerbrooke Applicant Name: Mike Suel, D. R. Horton, Inc. Minnesota Location: 785 & 775 Diffley Road Application: Rezoning A Rezoning from A, Agricultural to PD, Planned Development. File Number: 24-RZ-02-02-16 Application: Preliminary Planned Development A Preliminary Planned Development of 15 acres to allow 33 single family lots. File Number: 24-PD-02-05-16 City Planner Ridley introduced this item and highlighted the information presented in the City Staff report dated June 23, 2016. Mike Suel, DR Horton, explained the proposed configuration was the result of many meetings with Dakota County and City staff. Member Dierkes asked about the Barrow Court extension and Mr. Suel explained retaining walls would be necessary if DR Horton is unable to get construction easements from the adjacent property owners, and the anticipated retaining wall height would be about 6 feet. Chair Filipi opened the public hearing. Gary and Ayrica Ash, 755 Diffley Road, state the developer is proposing to take their Diffley Road driveway access, put ponding on their property and build homes that will have the back of the new homes facing the front of their home, which will devalue their property. Mrs. Ash further stated that they are not being heard in this process. Patrick Quinn, 762 Camberwell Drive, asked about the rules of tree preservation. Kristie Hagen, 758 Camberwell Drive, listed a number of Eagan neighborhoods that only have a single access. She also stated her belief that a 6’ retaining wall seems a little short to make the street connection without grading onto their property, she is opposed to a Barrow Court connection to Diffley Road, and she is concerned about the traffic John Flynn, 4160 Kingston Court said the current plan does not reduce the number of lots or provide any more green area between the new homes and existing neighborhood as compared to the previous proposal. There being no further public comment, Chair Filipi closed the public hearing and turned the discussion back to the Commission. In response to the questions raised during the Public Hearing, Assistant City Engineer Nelson stated the Ash’s property to the east is not part of the development and their existing driveway may remain. The proposed cul-de-sac stub to the front of that existing home so that the property may connect their driveway to the new public street, if they choose. While the City and Advisory Planning Commission June 28, 2016 Page 3 of 22 County both prefer the driveway to connect to the new cul-de-sac, that is not a requirement. Ponding is shown on the neighboring parcel and there are existing public drainage and utility easements on that property. The developer would need to acquire additional drainage easements from that property in order to pond water there. If no agreement with the neighbor is reached regarding ponding, it is possible to pipe the drainage to the north rather than to the east. Chair Filipi questioned whether the proposed ponding on the adjacent property would impact their existing driveway and force a driveway connection to the new cul-de-sac. Assistant City Engineer Nelson stated that it would; he also explained that the area for ponding on the neighboring parcel is unbuildable and could benefit any future development ponding needs on the Ash property, should they choose. Vice Chair Vanderpoel asked that since the plan is predicated upon private agreements with neighbors, if there is no agreement then will the plan be different. Assistant City Engineer Nelson stated yes, and spoke to the cul-de-sac design where the easterly existing neighbor could connect their driveway to that new street, and possibly also subdivide their property in the future using access to that new cul-de-sac. Chair Filipi asked if the City has any ordinance prohibiting backs of homes facing the front of an existing home. City Planner Ridley responded there is no such ordinance. Assistant City Engineer Nelson indicated the lot line between the development and the easterly neighbor is easily locatable by surveying. He further stated in regard to the direction homes face, in most infill developments the existing home(s) are typically razed so this situation where the home is offsite, oriented toward the development site and relatively close to the property is uncommon. Assistant City Engineer Nelson indicated the City is open to retaining walls in the public right-of- way, if an agreement with neighbors to the north regarding grading encroachments cannot be reached. He stated the existing berm is approximately 10’ at its highest and a retaining wall may need to be more than 6’ high. Regarding single-access neighborhoods, Assistant City Engineer Nelson indicated most situations where a cul-de-sac exists with only one way in and out of a neighborhood is due to conditions with the development site or area that make connections to other streets impossible. Both the City and the County encourage interconnectedness to provide efficient and safe traffic movement in and out of neighborhoods. City Planner Ridley stated that 33 lots is consistent with the earlier proposal, and the density is consistent with the Low Density (0-4 u/ac) designation in the Comp Plan. Also, regarding tree removal, the Tree Preservation Ordinance specifies an allowable tree removal percentage without mitigation and identifies mitigation alternatives if tree removal exceeds the allowable amount. Advisory Planning Commission June 28, 2016 Page 4 of 22 Vice Chair Vanderpoel asked if the intersection with Diffley Road will allow full turning movements, and how long the “future thru street” sign had been at the dead end of the street stub to the north. Assistant City Engineer Nelson responded the intersection meets County spacing guidelines for a full access. He added that the “future thru street” signs were installed around 2003 after a City-wide review of all stub streets. Member Dierkes asked about the quantity of traffic incidents in the existing neighborhood. Assistant City Engineer Nelson reported that the total number of calls for service from 2012 – 2016 in this existing neighborhood is consistent with the experience of two other similar neighborhoods. He added the data is only in the aggregate and not broken down further by types of calls. Addressing the amount of traffic, Assistant City Engineer Nelson stated a traffic study was done last summer on Knob Drive which identified the range between 225 and 415 vehicle trips per day, a relatively low for a residential neighborhood, which typically produces 10 trips/day/single- family dwelling. Also the traffic study showed 85th percentile speeds of 32.5 to 32.9 mph, which is also consistent with a residential neighborhood. Member Dierkes asked what kind of public input the County Plat Commission involves. Assistant City Engineer Nelson stated the Plat Commission is an Advisory body to the County Board. The Plat Commission meeting is an open public meeting; however, no members of the public were present at the meeting where this plat was discussed. Member Piper asked about the City’s long-term maintenance obligation for retaining walls within public right-of-way and if the developer should provide a financial contribution for the on-going retaining wall maintenance. Assistant City Engineer Nelson stated City maintenance is consistent with other retaining walls in the right-of-way and there is no precedent for a financial maintenance contribution by the developer; he said there are benefits to the public of having the connected street. Member Piper asked if the developer does not reach agreement with the neighbors for grading and ponding, will the development come back to the APC. City Planner Ridley stated if the changes were significant, yes, but modest changes not affecting the general layout likely would not go back to the APC. Advisory Planning Commission June 28, 2016 Page 5 of 22 Member Piper moved, Member Vanderpoel seconded a motion to recommend approval of a Rezoning from A, Agricultural, to PD, Planned Development. Member Dierkes stated he would be voting against the proposed development because the proposal is essentially the same as in March, only with a Planned Development zoning, and the new proposal did not address the concerns he had with the previous proposal. All voted in favor. Motion carried 5-2 (Dierkes and Heckman opposed). Member Piper moved, Member Woebke seconded a motion to recommend approval of a Preliminary Planned Development for 33 single family homes upon 15 acres, subject to the following conditions: 1. The property shall be subdivided and platted prior to Final Planned Development approval. 2. The developer shall execute a Preliminary Planned Development Agreement which includes the following plans. • Site Plan • Tree Preservation Plan • Tree Mitigation Plan 3. A Final Planned Development Agreement shall be executed prior to issuance of any building permits. The Final Planned Development Agreement shall be recorded against the property at the Dakota County Recorder’s office. The following plans are necessary for each Final Planned Development Agreement: • Site Plan • Tree Preservation Plan • Tree Mitigation Plan 4. The term of the Preliminary Planned Development shall be five (5) years. 5. Lots meeting the R-1 minimum dimensional standards of 85’ width and 12,000 s.f. area shall be subject to R-1 zoning standards. Those lots meeting the R-1S minimum standards of 65’ width and 8,000 s.f. area shall be subject to R-1S zoning standards. 6. Lots that exceed 11,999 s.f. are allowed a maximum building coverage of 20% and lots under 12,000 s.f. are allowed a maximum building 25% coverage. 7. Lots that exceed 11,999 s.f. are allowed a minimum side yard setback of 5’ for a garage and 10’ for the house and lots under 12,000 s.f. are allowed a minimum side yard setback of 5’ for the garage and 6’ for the house. 8. Any monument or neighborhood identification signs shall be subject to City Sign Code Advisory Planning Commission June 28, 2016 Page 6 of 22 standards. Any such signs shall be consistent in design throughout the development, and sign plans shall be provided at the time of Final Planned Development. 9. All erosion/sediment control plans submitted for development and grading permits shall be prepared by a designer who has received current Minnesota Department of Transportation (MNDOT) training, or approved equal training as determined by the City Engineer in designing stormwater pollution prevention plans. 10. All personnel responsible for the installation of erosion/sediment control devices, and the establishment of vegetation for the development, shall have received Erosion/Sediment Control Inspector/Installer certification through the University of Minnesota, or approved equal training as determined by the City Engineer. 11. Erosion control measures shall be installed and maintained in accordance with City Code and engineering standards. 12. All existing well and septic systems on the site shall be abandoned in accordance with Dakota County and City standards as part of this development. Well sealing records shall be provided to the City. 13. The developer shall enter into an encroachment agreement with the City, in a form acceptable to the City Attorney, for all retaining walls located in drainage and utility easements. 14. All retaining walls shall be privately owned and maintained. 15. The developer shall obtain and provide for review by the city attorney a temporary construction easement or agreement from neighboring properties for any off -site work necessary to construct the retaining walls prior to the release of the plat for recording. 16. The developer shall meet all requirements of Minn. Rules Ch. 8420 including application to the City regarding the wetland boundary and any proposed wetland replacement. The City decisions regarding such application shall occur prior to Final Subdivision submittal. 17. This development shall meet the City’s Post Construction Stormwater Management Requirements (City Code §4.34) for stormwater management and surface water quality, including Runoff Rate Control and 1.1” Volume Control (or Alternative Stormwater Management Designs, if fully documented, including on-site testing results and if accepted by the City Engineer) on the site’s new impervious surface area (including effective soil remediation for the site’s disturbed soils that are to be revegetated). 18. The developer shall provide adequately sized pre-treatment (e.g. forebay, etc.) at, or immediately upstream of, all stormwater management facility (e.g. infiltration basin) inlets to Advisory Planning Commission June 28, 2016 Page 7 of 22 provide for effective capture and easily-accessible cleanout of fine-sand sized particles and floatable pollutants. Details shall be included in applicable plan sheet(s). 19. The developer shall provide unobstructed equipment access paths (without obstructions from grading, private utilities, landscaping, trees/branches, large shrubs, etc.), from street- edge to all surface stormwater facilities’ inlets/outlets. The unobstructed equipment access path (e.g. 15’ width reinforced turf system from street edge to both forebay inlet areas) shall be capable of fully supporting typical maintenance/excavation equipment, for periodic maintenance access to the surface storm water facilities. 20. The developer shall provide the City with soil boring logs prior to receiving city approval to permit land disturbing activity from a minimum of four soil-borings within any proposed infiltration area, extending a minimum of 10’ below the bottom of the proposed infiltration feature, to evaluate and ensure suitability (or properly document for limitations) of infiltration. If the soil boring logs and on-site infiltration testing indicate incompatibility of existing sub- soil permeability with the submitted and reviewed design plans for meeting volume control requirements, the developer shall revise the design and/or construction plans (e.g. over- excavation/soil-amendment depth, etc.), or at the direction and acceptance of the City Engineer shall proceed with Alternative Stormwater Volume Control Designs, to ensure volume control requirements are fully met, to the satisfaction of the City Engineer. 21. The developer shall provide construction details, prior to receiving city approval to permit land disturbing activity, of the proposed infiltration system for City review/acceptance by the City Engineer and include in construction plans. Construction details shall include infiltration/filtration basin cross-section(s), construction sequencing/protection/restoration notes, sizing/volume tables, details for stable inlets/outlets/emergency overflows, unobstructed inspection/maintenance access areas to inlets/outlets, soil amendment criteria, live planting, seeding and temporary/permanent erosion-control details, etc., to ensure infiltration practice is properly designed, constructed, planted, and adequately protected during/after construction to prevent clogging, and able to be properly maintained (e.g. unobstructed equipment access, etc.) to function as intended. These graphical details and notes shall be prominently included in all applicable plan sheets (e.g. Grading Plan, Utility Plan, etc.). Volume and placement of iron-enhanced sand filtration media shall be planned (and documentation/calculations provided to the City Water Resources staff) to achieve a minimum of 25-years lifespan based on modeled dissolved phosphorus load for the iron- enhanced sand filter. 22. Prior to receiving city approval to permit land disturbing activity, the property owner shall provide detailed Soil Management Strategies for City review, and acceptance by the City Engineer, that provide clear assurances that by final grading, prior to installation of any irrigation and plantings, the disturbed areas that are to be revegetated will have protected and/or restored soil permeability to non-compacted soil conditions in the top 12” of soil with no less than 5% soil organic matter content and less than 200 psi of soil compaction in the top 12” of topsoil, to comply with Volume Control requirements. These graphical details, soil remediation area graphical depictions/keys and notes on soil protection/restoration shall be included in the Stormwater Management Plan and prominently included in all applicable plan sheets (e.g. Erosion & Sediment Control Plan, Grading & Drainage Plan, Landscape Plan, etc.) to clearly convey requirement to the contractors involved. Advisory Planning Commission June 28, 2016 Page 8 of 22 23. Prior to receiving a Certificate of Occupancy for any affected residential construction, Soil Management Strategy implementation documentation (e.g. representative on-site soil samples, compaction testing and soil organic content test results) shall be provided to City Water Resources staff to verify approved soil management strategy compliance. 24. During infiltration/filtration system area over-excavation/sub-soil work, the developer shall provide the City Water Resources staff with 24-hour advance notice of the occurrence of infiltration verifications and also prior to any excavation and/or soil backfilling within the infiltration practice. 25. The developer shall provide the City Engineer as-built plans before the City returns any Stormwater-related Performance Financial Guarantees on the development site, that demonstrate that all constructed stormwater conveyance structures, stormwater management facilities (forebay, infiltration practice, etc.), and soil management strategies conform to design and/or construction plans, as approved by the City. As-built volumes (for retention) shall be provided for the forebay and infiltration practice. The developer shall submit to the City Engineer certification that the stormwater management facilities have been installed in accord with the plans and specifications approved. This certification shall be provided by a Professional Engineer licensed in the State of Minnesota. 26. This development shall provide hydrant spacing and locations in accordance with City Fire Department and Public Works standards. 27. The developer shall acquire a drainage and utility easement for all public utilities that extend onto neighboring properties in a form acceptable to the City Attorney prior to the release of the plat for recording. 28. The developer shall provide a proposal/infrastructure plan to be approved by staff to provide telecommunications fiber to the home (FTTH) or conduit to all home sites to permit third party providers to install FTTH within the neighborhood. This development shall install fiber optic cable, or a conduit for future installation, during construction of the development. 29. All construction traffic associated with this development shall access and exit the site only via the Diffley Road. 30. The developer shall acquire right-of-way or a roadway easement, of sufficient size, in a form acceptable to the city attorney for the cul-de-sac that extends to the property to the east prior to the release of the plat for recording. 31. The concrete sidewalk proposed within public right-of-way shall be a minimum of 6 feet in width if concrete, or 8 feet in width if bituminous. A Trail Dedication credit shall apply if the pedestrian facility is an 8 foot wide bituminous trail. Advisory Planning Commission June 28, 2016 Page 9 of 22 32. This development shall be subject to a cash parks dedication payable at the time of Final Subdivision at the rates then in effect. 33. The developer shall fulfill current tree mitigation requirements through the installation of two- hundred sixty-seven (267) Category A trees and with the balance being provided with a cash ($59,400.00 per plan dated March 24, 2016) prior to any site disturbance or at time of Final Subdivision. 34. Mitigation trees shall not be installed in any public easement area. 35. The developer shall protect the preserved trees’ critical root zones through the placement of required Tree Protective measures (i.e. orange colored silt fence or 4 foot polyethylene laminate safety netting), to be installed at the Drip Line or at the perimeter of the Critical Root Zone, whichever is greater, of significant trees/woodlands to be preserved on-site. 36. The developer shall schedule a site meeting with adjacent landowners to address actions required to protect critical root zones of off-site trees. The City of Eagan Supervisor of Forestry shall attend this meeting. 37. The developer shall contact the City Forestry Division and set up a pre-construction site inspection at least five days prior to the issuance of the grading permit to ensure compliance with the approved Tree Preservation Plan and placement of the Tree Protection Fencing. All voted in favor. Motion carried 5-2 (Dierkes and Heckman opposed) Summerbrooke Conditions of Preliminary Subdivision Approval (revised 7-14-16) The following conditions were modified from staff report, based on a new application and revised plans submitted 5-18-16, and direction from the April 5, 2016 City Council meeting. To recommend approval of a Preliminary Subdivision (Summerbrooke) to create 33 single- family lots upon 15 acres located at 775 and 785 Diffley Road. If approved, the following conditions should apply: 1. The developer shall comply with these standards conditions of plat approval as adopted by Council on February 2, 1993: A1, B1, B2, B3, B4, C1, C2, C3, C4, E1, F1, G1, H1, I1 and L1. 2. The property shall be platted. 3. All erosion/sediment control plans submitted for development and grading permits shall be prepared by a designer who has received current Minnesota Department of Transportation (MNDOT) training, or approved equal training as determined by the City Engineer in designing stormwater pollution prevention plans. 4. All personnel responsible for the installation of erosion/sediment control devices, and the establishment of vegetation for the development, shall have received Erosion/Sediment Control Inspector/Installer certification through the University of Minnesota, or approved equal training as determined by the City Engineer. 5. Erosion control measures shall be installed and maintained in accordance with City Code and engineering standards. 6. All existing well and septic systems on the site shall be abandoned in accordance with Dakota County and City standards as part of this development. Well sealing records shall be provided to the City. 7. The developer shall enter into an encroachment agreement with the City, in a form acceptable to the City Attorney, for all retaining walls located in drainage and utility easements. 8. All retaining walls shall be privately owned and maintained. 9. The developer shall obtain and provide for review by the city attorney a temporary construction easement or agreement from neighboring properties for any off-site work necessary to construct the retaining walls prior to the release of the plat for recording. 10. This development shall meet all requirements of Minn. Rules Ch. 8420 including application to the City regarding the wetland boundary and any proposed wetland replacement. The City decisions regarding such application shall occur prior to Final Subdivision submittal. 11. This development shall meet the City’s Post Construction Stormwater Management Requirements (City Code §4.34) for stormwater management and surface water quality, including Runoff Rate Control and 1.1” Volume Control (or Alternative Stormwater Management Designs, if fully documented, including on-site testing results and if accepted by the City Engineer) on the site’s new impervious surface area (including effective soil remediation for the site’s disturbed soils that are to be revegetated). 12. The developer shall provide adequately sized pre-treatment (e.g. forebay, etc.) at, or immediately upstream of, all stormwater management facility (e.g. infiltration basin) inlets to provide for effective capture and easily-accessible cleanout of fine-sand sized particles and floatable pollutants. Details shall be included in applicable plan sheet(s). 13. The developer shall provide unobstructed equipment access paths (without obstructions from grading, private utilities, landscaping, trees/branches, large shrubs, etc.), from street-edge to all surface stormwater facilities’ inlets/outlets. The unobstructed equipment access path (e.g. 15’ width reinforced turf system from street edge to both forebay inlet areas) shall be capable of fully supporting typical maintenance/excavation equipment, for periodic maintenance access to the surface storm water facilities. 14. The developer shall provide the City with soil boring logs prior to receiving city approval to permit land disturbing activity from a minimum of four soil -borings within any proposed infiltration area, extending a minimum of 10’ below the bottom of the proposed infiltration feature, to evaluate and ensure suitability (or properly document for limitations) for infiltration. If the soil boring logs and on-site infiltration testing indicate incompatibility of existing sub-soil permeability with the submitted and reviewed design plans for meeting volume control requirements, the developer shall revise the design and/or construction plans (e.g. over-excavation/soil-amendment depth, etc.), or at the direction and acceptance of the City Engineer shall proceed with Alternative Stormwater Volume Control Designs, to ensure volume control requirements are fully met, to the satisfaction of the City Engineer. 15. The developer shall provide construction details, prior to receiving city approval to permit land disturbing activity, of the proposed infiltration system for City review/acceptance by the City Engineer and include in construction plans. Construction details shall include infiltration/filtration basin cross-section(s), construction sequencing/protection/restoration notes, sizing/volume tables, details for stable inlets/outlets/emergency overflows, unobstructed inspection/maintenance access areas to inlets/outlets, soil amendment criteria, live planting, seeding and temporary/permanent erosion-control details, etc., to ensure infiltration practice is properly designed, constructed, planted, and adequately protected during/after construction to prevent clogging, and able to be properly maintained (e.g. unobstructed equipment access, etc.) to function as intended. These graphical details and notes shall be prominently included in all applicable plan sheets (e.g. Grading Plan, Utility Plan, etc.). Volume and placement of iron-enhanced sand filtration media shall be planned (and documentation/calculations provided to the City Water Resources staff) to achieve a minimum of 25 -years lifespan based on modeled dissolved phosphorus load for the iron-enhanced sand filter. 16. Prior to receiving city approval to permit land disturbing activity, the property owner shall provide detailed Soil Management Strategies for City review, and acceptance by the City Engineer, that provide clear assurances that by final grading, prior to installation of any irrigation and plantings, the disturbed areas that are to be revegetated will have protected and/or restored soil permeability to non-compacted soil conditions in the top 12” of soil with no less than 5% soil organic matt er content and less than 200 psi of soil compaction in the top 12” of topsoil, to comply with Volume Control requirements. These graphical details soil remediation area graphical depictions/keys and notes on soil protection/restoration shall be included in the Stormwater Management Plan and prominently included in all applicable plan sheets (e.g. Erosion & Sediment Control Plan, Grading & Drainage Plan, Landscape Plan, etc.) to clearly convey requirement to the contractors involved. 17. Prior to receiving a Certificate of Occupancy for any affected residential construction, Soil Management Strategy implementation documentation (e.g. representative on-site soil samples, compaction testing and soil organic content test results) shall be provided to City Water Resources staff to verify approved soil management strategy compliance. 18. During infiltration/filtration system area over-excavation/sub-soil work, the developer shall ensure that a Certified Soil Scientist will be present to verify and document that practice area sub-soils are suitable for a saturated condition infiltration rate of 1-inch per hour or greater (but less than 8.0-inch per hour). If the sub-soil infiltration rates are less than 1-inch per hour (or greater than 8.0-inch per hour), the developer shall immediately notify the City Engineer and revise the volume control practice(s) as necessary (e.g. over-excavation/soil-amendment depth, etc.) to ensure volume control requirements are fully met. Documentation shall be provided to the City within 48 -hours after infiltration testing. The developer shall provide the City Water Resources staff with 24-hour advance notice of the occurrence of infiltration verifications and also prior to any excavation and/or soil backfilling within the infiltration practice. 19. The developer shall provide the City Engineer as-built plans before the City returns any Stormwater-related Performance Financial Guarantees on the development site, that demonstrate that all constructed stormwater conveyance structures, stormwater management facilities (forebay, infiltration practice, etc.), and soil management strategies conform to design and/or construction plans, as approved by the City. As-built volumes (for retention) shall be provided for the forebay and infiltration practice. The developer shall submit to the City Engineer certification that the stormwater management facilities have been installed in accord with the plans and specifications approved. This certification shall be provided by a Professional Engineer licensed in the State of Minnesota. 20. This development shall provide hydrant spacing and locations in accordance with City Fire Department and Public Works standards. 21. The existing house on Lot 20, Block 1, shall connect to city sanitary sewer upon installation of the sewer in the development. 22. Two water and sewer services shall be installed from the utilities under the cul-de-sac during construction of the development to allow for future subdivision of Lot 20, Block 2. 23. The developer shall acquire a drainage and utility easement for all public utilities that extend onto neighboring properties in a form acceptable to the City Attorney prior to the release of the plat for recording. 24. The developer shall provide a proposal/infrastructure plan to be approved by staff to provide telecommunications fiber to the home (FTTH) or conduit to all home sites to permit third party providers to install FTTH within the neighborhood. This development shall install fiber optic cable, or a conduit for future installation, during construction of the development. 25. All construction traffic associated with this development shall access and exit the site only via the Diffley Road. 26. The developer shall acquire right-of-way or a roadway easement, of sufficient size, in a form acceptable to the city attorney for the cul-de-sac that extends to the property to the east prior to the release of the plat for recording. 27. The concrete sidewalk proposed within public right-of-way shall be a minimum of 6 feet in width, or 8 feet in width if bituminous. A Trail Dedication credit shall apply if the pedestrian facility is an 8 foot wide bituminous trail. 28. This development shall be subject to a cash parks dedication payable at the time of Final Subdivision at the rates then in effect. 29. The Development shall be responsible for the construction of 300 feet of “public sidewalk”, consistent with the development plans and City specifications, for which a credit of $9,360 shall be applied towards the $7,750 Trail Dedication due, to satisfy trail dedication. 30. If Lot 20 is subdivided in the future, additional park dedication shall be required for the new lot; however, trail dedication shall be satisfied as the developer has exceeded the trail dedication due. 31. When access to Diffley Road to Lot 20 is restricted, a new access shall be from the City public street. 32. The developer shall fulfill current tree mitigation requirements through the installation of two-hundred sixty-one (261) Category A trees and with a cash payment of $55,800.00. two-hundred sixty-seven (267) Category A trees and with the balance being provided with a cash ($59,400.00 per plan dated March 24, 2016) prior to any site disturbance or at time of Final Subdivision. 33. Mitigation trees shall not be installed in any public easement area. 34. The developer shall protect the preserved trees’ critical root zones through the placement of required Tree Protective measures (i.e. orange colored silt fence or 4 foot polyethylene laminate safety netting), to be installed at the Drip Line or at the perimeter of the Critical Root Zone, whichever is greater, of significant trees/woodlands to be preserved on-site. 35. The developer shall schedule a site meeting with adjacent landowners to address actions required to protect critical root zones of off-site trees. The City of Eagan Supervisor of Forestry shall attend this meeting. 36. The developer shall contact the City Forestry Division and set up a pre -construction site inspection at least five days prior to the issuance of the grading permit to ensure compliance with the approved Tree Preservation Plan and placement of the Tree Protection Fencing. 37. The developer shall acquire a public drainage and utility easement of sufficient size and location, as determined necessary by engineering standards, for all public utilities and drainage ways that extend onto the property located at 755 Diffley Road as determined by the City Engineer. AGENDA CITY OF EAGAN REGULAR MEETING OF THE ECONOMIC DEVELOPMENT AUTHORITY EAGAN MUNICIPAL CENTER July 19, 2016 A. CALL TO ORDER B. ADOPT AGENDA C. CONSENT AGENDA 1. APPROVE EDA Minutes 2. APPROVE Grant Contract, Minnesota Investment Fund Loan Agreement and other related documents with Prime Therapeutics and authorize the President and Executive Director to execute the same. D. OLD BUSINESS E. NEW BUSINESS F. OTHER BUSINESS G. ADJOURN Agenda Information Memo July 19, 2016 Eagan Economic Development Authority Meeting 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. CONSENTAGENDA ACTION TO BE CONSIDERED: To approve the Consent Agenda as presented or modified. 1. APPROVE MINUTES EDAC1-1 Minutes of the July 5, 2016 EDA meeting. 2. APPROVE Grant Contract, Minnesota Investment Fund Loan Agreement and other related documents with Prime Therapeutics and authorize the President and Executive Director to execute the same. ➢ On November 17, 2015, the Eagan Economic Development Authority (EDA) authorized submittal of a Minnesota Investment Fund (MIF) application to the Department of Employment and Economic Development (DEED) to assist with the Prime Therapeutics campus expansion in Eagan. ➢ DEED awarded $250,000 to the EDA to provide Prime Therapeutics in the form of a forgivable loan. The conditions of the forgivable loan require Prime Therapeutics to invest an additional $250,000 of equity into the project and create 100 new jobs in addition to their existing base employment in Eagan. ➢ City Staff, DEED and Prime Therapeutics have finalized the Grant Contract, Loan Agreement and related documents for approval and execution. EDAC2-1 Location Map EDAC2-2 Grant Contract EDAC2-3 Loan Agreement and Related Documents D. OLD BUSINESS There are no Old Business items at this time. E. NEW BUSINESS There are no New Business items at this time. F. OTHER BUSINESS There are no other items at this time. G. ADJOURNMENT ACTION TO BE CONSIDERED: To adjourn the EDA Meeting. MINUTES OF A MEETING OF THE EAGAN ECONOMIC DEVELOPMENT AUTHORITY Eagan, Minnesota July 5, 2016 A meeting of the Eagan Economic Development Authority was held on Tuesday, June 21, 2016 at the Eagan Municipal Center. Present were President Maguire, Commissioner Bakken, Commissioner Fields, and Commissioner Tilley. Commissioner Hansen was absent. Also present were Executive Director Osberg, City Attorney Dougherty, and Community Development Director Hutmacher. CALL TO ORDER President Maguire called the Economic Development Authority meeting to order. ADOPT AGENDA Commissioner Bakken moved, Commissioner Fields seconded a motion to approve the agenda as presented. Aye:4 Nay:0 CONSENT AGENDA Commissioner Fields moved, Commissioner Bakken seconded a motion to approve the Consent Agenda as presented. Aye: 4 Nay: 0 1. It was recommended to approve the minutes of June 21, 2016. 2. It was recommended to adopt a resolution authorizing staff to reacquire Lot 1, Block 1, Cedar Grove Parkway 4t" Addition. There was no Old Business. There was no New Business. There was no Other Business. OLD BUSINESS NEW BUSINESS OTHER BUSINESS ADJOURNMENT Commissioner Bakken moved, Commissioner Fields seconded a motion to adjourn the meeting. Aye: 4 Nay: 0 Date David M. Osberg, Executive Director -j 7 mmmq r ODtl, LK jrM 4z 77 77 ff . . . . . . . . . . . -AZ W,4.,j_-4 _,Y4, ,ij _4 tv TW STATE OF MINNESOTA GRANT CONTRACT DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT BUSINESS AND COMMUNITY DEVELOPMENT DIVISION Minnesota Investment Fund Grant Contract Grant Number: CDAP-15-0059-H-FY16 Grant Amount: $250,000 Grantee: Eagan Economic Development Authority (EDA) Borrower: Prime Therapeutics LLC This Grant Contract is between the State of Minnesota, acting through the Department of Employment and Economic Development, Business and Community Development Division, ("STATE") and Eagan Economic Development Authority, 3830 Pilot Knob Road, Eagan, MN 55122 ("GRANTEE"). Recitals 1. Under Minn. Stat. §§ 116J.035 and 116J.8731, Minnesota Investment Fund, the State is empowered to enter into this Grant. 2. The State is in need of local units of government to administer projects in accordance with Minn. Stat. §§ 116J.8731 Minnesota Investment Fund; Minnesota Rules Chapter 4300; and policies and procedures developed by the State. 3. The Grantee represents that it is duly qualified and agrees to perform all services described in this Grant Contract to the satisfaction of the State. If administrative costs are eligible under this Grant pursuant to Minn. Stat. § 1613.98, subdivision 1, the Grantee agrees to minimize administrative costs as a condition of this Grant. Grant Contract 1. Term of Grant Contract 1.1 Effective Date: December 8, 2015. Per Minn. Stat. § 1613.98 subd. 5 and Minn. Stat. § 1613.98 subd. 7, no payments will be made to the Grantee until this Grant Contract is fully executed. 1.2 Benefit Date: means June 30, 2016. 1.3 Compliance Date: means June 30, 2018. 1.4 Expiration Date: means September 30, 2018. 1.5 New Full -Time Employee (FTE): means an employee who begins work at the project on or after the September 1, 2015 and is expected to work at least 2,080 hours annually or salary equivalent. 1.6 Survival of Terms. The following clauses survive the expiration or cancellation of this Grant Contract: 8. Liability; 9. State Audits; 10. Government Data Practices; 12. Publicity and Endorsement; 13. Governing Law, Jurisdiction and Venue; 15. Data Disclosure; and Exhibit A 4. Repayments. Rev. 1/14/2015 2. Grantee's Duties 2.1 Duties. The Grantee, who is not a State employee, will perform the duties specified in Exhibit A which is attached and incorporated into this Grant Contract. 2.2 Application. The Grantee has made application ("APPLICATION") to the State for the purpose of providing a loan to Prime Therapeutics LLC. ("BORROWER") in the manner described in the application which is incorporated into this Grant Contract by reference. 2.3 Provisions for Contracts and Sub -grants a) Contract Provisions. The Grantee must include in any contract and sub -grant, including the loan agreement with the Borrower, in addition to provisions that define a sound and complete agreement, such provisions that require contractors, sub -grantees and the Borrower to comply with applicable state and federal laws. b) Payment of Contractors and Sub -Contractors. The Grantee must ensure that all contractors and subcontractors performing work covered by this Grant are paid for their work that is satisfactorily completed. 3. Time The Grantee must comply with all of the time requirements described in this Grant Contract. In the performance of this Grant, time is of the essence. 4. Consideration of payment 4.1 Consideration of Payment. The State shall pay the Grantee under this Grant Contract as follows: a) Compensation. The Grantee will be reimbursed according to the approved Budget contained in Exhibit B, which is attached and incorporated into the Grant Contract. b) Total Obligation. The total obligation of the State for all compensation and reimbursement to the Grantee under this Grant Contract will not exceed $250,000. 4.2 Payment. a) Invoices. The State will disburse funds to the Grantee pursuant to this Grant Contract, based upon payment requests submitted by the Grantee and reviewed and approved by the State. Payment requests must be accompanied by supporting invoices that relate to the activities in the approved budget and the documentation detailed in Section 4.2.b. of this Grant Contract. The State will provide payment request forms. If the Grantee has received invoices from the Borrower for expenditures made after effective date of this Grant Contract but before the Grant is closed or until all funds are disbursed, whichever is earlier, the Grantee shall submit those invoices to the State for review and approval no later than 25 days after the end date of the state fiscal year of June 30th. To ensure that all funds are drawn down by the expiration date of the Grant, all Grantee payment requests must be received by the State at least 30 days prior to the Expiration Date. b) Documentation. The following information must be submitted and approved by the State before funds will be released: l) Minnesota Investment Fund loan agreement, promissory note, evidence of security filings (security agreement and UCC filing). 2) Documentation that the following lenders have closed on their financing: a. Evidence of equity injection in the amount of $250,000 b. Invoices for $500,000 project purchases. Rev. 1/14/2015 c. Eligible costs include the costs identified in Exhibit B of this Grant Contract that are incurred during the Grant contract period. 5. Conditions of Payment All services provided by the Grantee under this Grant Contract must be performed to the State's satisfaction, as determined at the sole, reasonable discretion of the State's Authorized Representative and in accordance with all applicable federal, state and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by the State to be reasonably unsatisfactory or performed in violation of federal, state or local law. The State will not authorize disbursement of funds if there has been any adverse change in the Borrower's financial condition, organization, operations, or their ability to repay the project financing. 6. Authorized Representative The State's Authorized Representative is Abdullahi Mohamed, Loan Officer, 1St National Bank Building, 332 Minnesota Street, Suite E200, St. Paul, MN 55101, 651-259-7456, Abdullahi.Mohamed@state.mn.us, or his/her successor, and has the responsibility to monitor the Grantee's performance and the authority to accept the services provided under this Grant Contract. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each payment request form submitted for payment. The Grantee's Authorized Representative is Dave Osberg, Eagan Economic Development Authority Executive Director, 3830 Pilot Knob Road, Telephone: 651-675-5007, dosber cityofea ag n.com, or his/her successor. If the Grantee's Authorized Representative changes at any time during this Grant Contract, the Grantee must immediately notify the State. 7. Assignment, Amendments, Waiver, and Grant Contract Complete 7.1 Assignment. The Grantee shall neither assign nor transfer any rights or obligations under this Grant Contract without the prior written consent of the State, approved by the same parties who executed and approved this Grant Contract, or their successors in office. 7.2 Amendments. Any amendment to this Grant Contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Grant Contract, or their successors in office. 7.3 Waiver. If the State fails to enforce any provision of this Grant Contract, that failure does not waive the provision or the State's right to enforce it. 7.4 Grant Contract Complete. This Grant Contract contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this Grant Contract, whether written or oral, may be used to bind either party. Where provisions of the Application are inconsistent with the other provisions of this Grant Contract, the other provisions of this Grant Contract will take precedence over the provisions of the Application. 8. Liability Subject to the provisions and limitations of Minn. Stat. § 466, the Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or causes of action, including attorney's fees incurred by the State, arising from the performance of this Grant Contract by the Grantee or the Grantee's agents or employees. This Clause will not be construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this Grant Contract. Rev. 1/14/2015 3 9. State Audits Under Minn. Stat. § 1613.98, subd. 8, the Grantees books, records, documents, and accounting procedures and practices of the Grantee or other party relevant to this Grant Contract or transaction are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six (6) years from the end of this Grant Contract, receipt and approval of all final reports, date of final repayment to the State, or the required period of time to satisfy all State and program retention requirements, whichever is later. 10. Government Data Practices The Grantee and State must comply with the Minnesota Government Data Practices Act, Minn. Stat. § Ch. 13, as it applies to all data provided by the State under this Grant Contract, as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this Grant Contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of data referred to in this Clause by either the Grantee or the State. If the Grantee receives a request to release the data referred to in this Clause, the Grantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting party before the data is released. The Grantee's response to the request shall comply with all applicable law. 11. Workers' Compensation The Grantee certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, pertaining to workers' compensation insurance coverage. The Grantee's employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way the State's obligation or responsibility. 12. Publicity and Endorsement 12.1 Publicity. Any publicity regarding the subject matter of this Grant Contract must identify the State as the sponsoring agency. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Grant Contract. 12.2 Endorsement. The Grantee and the Borrower must not claim that the State endorses its products or services. 13. Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice -of -law provisions, governs this Grant Contract. Venue for all legal proceedings out of this Grant Contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 14. Termination 14.1 Termination by the State. The State may immediately terminate this Grant Contract with or without cause, upon 30 days' written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro -rata basis for approved costs incurred. 14.2 Termination for Cause. The State may immediately terminate this Grant Contract if the State finds that there has been a material failure to comply with the provisions of the Grant Contract, that reasonable progress has not been made or that the purposes for which the funds were granted have not been or will not be fulfilled. The State may take action to protect the Rev. 1/14/2015 4 interests of the State of Minnesota, including the refusal to distribute additional funds and requiring the return of all or part of the funds already disbursed. 14.3 Termination for Insufficient Funding. The State may immediately terminate this Grant Contract if: a) It does not obtain funding from the Minnesota Legislature; b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or electronic notice to the Grantee. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Grantee will be entitled to payment determined on a pro -rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the Grant contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Grantee notice of lack of funding within a reasonable time of the State's receiving that notice. 15. Data Disclosure Under Minn. Stat. § 270C.65, subd. 3, and other applicable law, the Grantee consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state agencies and state personnel involved with the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent state tax liabilities, if any. Other Provisions 16. Affirmative Action The Grantee is encouraged to prepare and implement an affirmative action plan for the employment of minority persons, women, and the qualified disabled and submit the plan to the Commissioner of Human Rights as required by Minn. State. § 363A.36. 17. Conflict of Interest The Grantee shall comply with the Conflict of Interest provisions of Minn. Stat. §§ 471.87 and 471.88. 18. Successors and Assignees This Grant Contract shall be binding upon any successors or assignees of the parties. 19. Minnesota Business Subsidy Law This Grant Contract must comply, if appropriate, with the Minnesota Business Subsidy Law, Minn. Stat §§ 116J.993 -116J.995. 20. Debarment and Suspension Certification (if applicable) The Grantee agrees to follow the President's Executive Order 12549 and the implementation regulation "Non -procurement Debarment and Suspension: Notice and Final Rule and Interim Rule," found at 53 FR 19189, May 26, 1988, as amended at 60 FR 33041, June 26, 1995, including Appendix B, "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Execution — Lower Tier Covered Transactions;" unless excluded by law or regulation. Rev. 1/14/2015 5 1. STATE ENCUMBRANCE VERIFICATION 3. STATE AGENCY Individual certifies that funds have been encumbered as required by Minn. Stat. § §16A.15 and 16C 05. Signed: Mg, o y(�2 Date: 02/11/2016 SWIFT Contract/PO# B2201-3-241444 15069 2. GRANTEE The Grantee certifies that the appropriate person(s) have executed the grant contract on behalf of the Grantee as required by applicable articles, bylaws, resolutions, or ordinances. By: Eagan Economic Development Authority Title: Mike Maguire Its: President Date: By: David M.Osberg Its: Executive Director Date: Distribution: Agency Grantee State's Authorized Representative — Photo Copy Rev. 1/14/2015 RIN (with delegated authority) Title: Date: EXHIBIT A GRANTEES DUTIES The Grantee, who is not a State employee, will, 1. Administer the project in accordance with the requirements of the Minnesota Investment Fund Program, Minn. Stat. § 116J.8731; Minn. Rules, Chapter 4300; and policies and procedures developed by the State. 2. Enter into a Loan Agreement with the Borrower for $250,000. 3. and assure the following conditions are included in such Agreement: 3.1 Conditions a) Loan Term: Compliance Date. b) Interest Rate: 3% if the Forgivable loan goals are not satisfied on the Compliance date. c) Collateral: security Agreement with UCC filing on machinery and equipment. 3.2 Job Creation and Wages a) The Borrower identified 2053 full time equivalent (FTE) base jobs, 876 of which are located in Eagan, that must be maintained until the Compliance Date (of which 876 are in the City). b) The Borrower will create 100 permanent non -contract FTE jobs, all paying at least $27.00 or per hour or more in wages, exclusive of benefits, and $31.00 per hour including benefits. Benefits are defined as one or more of the following: health, dental, life and disability insurance, retirement program and profit sharing paid by the Borrower. c) If the Borrower fails to meet the job creation and wage goal level commitments on the Compliance Date, the Grantee may, after holding a public hearing, extend the grant period for one year from the Compliance Date, after approval by the State. If, after the extension, the Borrower fails to meet the job creation goal and wage level commitment, the Borrower will be required to repay the Grantee a proportional share of the Loan funds in the amount of $2,500 per FTE job not created on an accelerated term plus accrued interest. The Grantee will then also be required to return to the State all or a proportional share of the Loan funds plus accrued interest. d) Borrower will provide evidence satisfactory to the State to verify FTE jobs goals and wage requirements have been satisfied. 3.3 Loan Forgiveness a) If the job creation goals and wage level commitments detailed in Sections 2.2 (a) and Section 2.2 (b) of Exhibit A are satisfied on the Compliance Date, the Loan will be forgiven. If the goals are not met by the Compliance Date, the Grantee may request an extension after holding a public hearing, extend the grant period for up to one year from the Compliance Date, with approval of extension by the Grantee and State. If the goal are not met after the extension the State will claw back based on section 2.2 (c). Rev.1/14/2015 7 3.4 Payment of Prevailing Wages to Contractors Minn. Stat. § 116J.871 applies if a business receives $500,000 or more in State loan funds and the State funds are used for construction, installation (including equipment), remodeling and repairs. 3.5 Surety Deposits Required for Construction Contracts Minn. Stat. § 290.9705, pertains to foreign corporations that perform construction work in Minnesota and applies if state funds are used for construction. 3.6 Job Listing Agreement Minn. Stat. § 1161L.66, subd. 1, applies when a business or private enterprise receives $200,000 or more per year in funds from the State. When applicable, the business or private enterprise shall agree to enter into a Job Listing Agreement with the MN Department of Employment and Economic Development. 4. Require the Grantee's attorney to review the loan agreement, promissory note, security agreement, and/or other documents, if any, considered necessary to secure the loan to ensure they are valid, binding and enforceable. 5. Reporting a) Minnesota Investment Fund 1) Submit to the State annual progress reports on forms provided by the State until the project goals have been met or until the Compliance Date, whichever is later. There reports must be submitted January 251 of each year for the period ending December 31, for as long as the project remains open. 2) The final report must be submitted no later than 15 days after the Compliance Date. 3) The State, at its discretion, may require the submittal of additional progress reports. 4) Information required in this report includes, but is not limited to the following: • Permanent jobs created • Hourly base wage • Job titles provided • Project expenditures • Hourly value of benefits ® Status of project b) Minnesota Business Assistance Form • Date of hire • Benefits • Status of payments 1) Submit to the MN Department of Employment and Economic Development, Office of Economic Analysis, no later than April 1St of each year until the project goals have been met. 6. Keep financial records, including properly executed contracts, invoices, receipts, vouchers, and other documents sufficient to evidence in proper detail the nature and propriety of the expenditures made pursuant to this contract. Accounting methods must be in accordance with generally accepted accounting principles. 7. Complete the project in accordance with the approved budget within the time frames specified in this Grant Contract. 8. Promptly notify the State of any proposed material change in the scope of the project, budget or completion date, which must be approved by the State, prior to implementation. 9. Have on file the necessary documentations to show that all project funds have been used for the Rev. 1/14/2015 items stated in the application. Exhibit B Rev. 1/14/2015 MIF Prime -Equity TOTAL Leasehold Improvements Tenant Improvements 50,000 50,000 FF&E Purchase of M &E $250,000 .$200,000 $450,000 Physical Security A/E Services TOTAL $250,000 $250,000 $500,000 Rev. 1/14/2015 LOAN AGREEMENT MINNESOTA INVESTMENT FUND THIS AGREEMENT is made and entered into as the _ day of , 2016 by and between the Eagan Economic Development Authority, a public body corporate and political subdivision of the state of Minnesota (the "Lender") and Prime Therapeutics LLC, a Delaware limited liability company (The "Borrower"); the lender and Borrower are hereinafter referred to as the "Parties WITNESSETH: WHEREAS, the Lender has applied to the Minnesota Department of Employment and Economic Development for a Minnesota Investment Fund Grant (the "MIF Grant") pursuant to an application (the "Grant Application") and received approval for said grant; and WHEREAS, Grant Contract Number CDAP-15-0059-H-FY16 (the "Grant Contract") between the Minnesota Department of Employment and Economic Development (the "State") and the Lender has been executed and requires that the Borrower provide sufficient funds to complete financing and agree to loan terms with the Lender regarding the MIF Grant; and WHEREAS, the Parties hereto agree to incorporate into this Agreement by reference said Grant Application and Grant Contract as if fully set forth herein word for word; NOW THEREFORE, it agreed by and between the Parties hereto as follows: 2/17/2015 ARTICLE 1 Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Benefits" are defined as one or more of the following: health, dental, life and disability insurance, retirement prograin and profit sharing paid by the Borrower. "Benefit Date" The Benefit Date begins when the recipient puts the equipment into service but no later thanJune 30, 2016. "Borrower" means Prime Therapeutics LLC, a Delaware limited Liability Company. "City" means the City of Eagan. "County" means Dakota County. "Consideration of Payment" means Minnesota Investment Fund Award up to $250,000. "Compliance Date" means the date that is two (2) years after the Benefit Date, or three (3) years in the event an extension is granted. "Development Property" means the real property described at Exhibit A attached hereto. "Equipment" means the equipment purchased by the Borrower with the Loan and described in Exhibit B attached hereto. "Expiration Date" means 3 months after Compliance Date. "Forgivable Loan" means the funds loaned by the Lender to the Borrower pursuant to this Agreement. "Grant Contract" means Minnesota Department of Employment and Economic Development Grant Contract # CDAP-1 5-0059-H-FY1 6 attached as Exhibit C. "Initial Disbursement Date" means the date of the first disbursement of any Loan Proceeds by the Lender to the Borrower. "Jurisdiction" means a city, county or township. "Lender" means the Eagan Economic Development Authority. "Leveraged Funds" means the funds described in Section 2.2 of this Agreement. "Loan Proceeds" means the funds disbursed to the Borrower pursuant to this Agreement and any 2 2/17/2015 proceeds thereof. "MIF" means the Minnesota Investment Fund, Minn. Stat. § 116J.8731 and Minn. Rules Chapter 4300. "MIF Grant" means the grant of funds by the State to the Lender pursuant to the Grant Contract. "Project" means the Borrower's purchase of machinery and equipment as described in Exhibit B. "State" means the Minnesota Department of Employment and Economic Development. "Termination Date" means the date of the final payment made to the Lender. ARTICLE 2 Financing for Project Section 2.1. Project Financing. The Borrower has secured a commitment for the financing necessary to complete the Project, in a forin and under conditions satisfactory to the Lender. Section 2.2. Borrower's Equity and Other Financing, The Borrower shall commit not less than $250,000 of equity (exclusive of the Forgivable Loan) to be used for the completion of the Project. Section 2.3. MIF Loan/Grant. The MIF Grant will be used by the Lender to make a Forgivable Loan to the Borrower of not more than $250,000 for the purchase of machinery and equipment. The Borrower's obligations under this Agreement are expressly contingent on the Lender's receipt of funds from the State in an amount adequate to make the Forgivable Loan. ARTICLE 3 MIF Loan Terms and Conditions Section 3.1. Basic Loan Terms. The principal amount of the Loan shall not exceed $250,000. The Forgivable Loan terns may not be modified without prior written approval from the State. The Forgivable Loan shall be used exclusively for purchase of machinery and equipment. The tern of the Loan is set forth in Section 5.4 of this Agreement. The Loan shall bear interest at a rate of three percent (3.00%) per annum if the goals are not met by the end of the' Compliance Date. Section 3.2. Prepayment. Prepayment of the Loan may occur at any time during the Loan without penalty. Section 3.3. Assiammment. If, prior to the Termination Date, the Borrower sells, conveys, transfers, further mortgages or encumbers, or disposes of the Development Property, or any part thereof or interest therein, or enters into an agreement to do any of the foregoing, the Borrower shall immediately repay all amounts then outstanding on the Loan. This shall be in addition to any other remedies at law or equity available to the Lender. Section 3.4. Tennination. This Agreement shall automatically terminate with notice to Borrower if. (1) no Loan Proceeds have been disbursed to the Borrower prior to August 31, 2016; or (2)(a) the Borrower has not received any disbursement of Loan Proceeds from the Lender and (2)(b) the Borrower fails to pay its undisputed debts as they become due, makes an assignment for the benefit of its creditors, admits in 2/17/2015 writing its inability to pay its debts as they become due, files a petition under any chapter of the Federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, becomes "insolvent" as that term is generally defined under the Federal Bankruptcy Code, files an answer admitting insolvency or inability to pay its debts as they become due in any involuntary bankruptcy case commenced against it, or fails to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or is the subject of an order for relief in such bankruptcy case, or is adjudged a bankrupt or insolvent, or has a custodian, trustee, or receiver appointed for it, or has any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution, or liquidation, and such custodian, trustee, or receiver is not discharged, or such jurisdiction is not relinquished, vacated, or stayed within sixty (60) days of the appointment. Section 3.5. Promissory Note. The Borrower shall execute a promissory note in substantially the forni set forth by the State. Section 3.6. Surety Deposits Required for Construction Contracts. If the Borrower is hiring, contracting, or having a contract with a nonresidential person or foreign corporation to perform construction work, the Borrower must comply with Minnesota Statutes 290.9705, as amended, by deducting and witholding eight percent of cumulative calendar year payments to the contractor which exceeds $50,000. This condition may be waived if (1) the contractor gives the commissioner a cash surety or a bond, secured by an insurance company licensed by Minnesota, conditioned that the contractor will comply with all applicable provisions of this chapter and chapter 297A, or (2) the contractor has done construction work in Minnesota at any time during the three calendar years prior to entering the contract and has fully complied with all provisions of this chapter and chapter 297A for the three prior years. Section 3.7. Annual Financial Statements. For the term of the loan, upon request of the Lender, the Borrower shall submit the most recent annual financial statement prepared in accordance with generally accepted accounting principles. The annual financial statements shall include a profit and loss statement, balance sheet, statement of cash flow, notes and an opinion from the accountants of such statements acceptable to the Lender. Section 3.8. Hazard Insurance. The Borrower shall maintain insurance in adequate amounts covering loss or damage to the collateral. The Lender must be listed as loss payee. Section 3.9. Prevailing Wage. The Recipient must fully and completely comply with all of the applicable prevailing wage requirements that are contained in Minn. Stat. § 116J.871 if the Recipient is awarded $500,000 or more in Benefits. The project also may be subject to prevailing wage laws pursuant to Minn. Stat. 177.41 to 177.44 and corresponding Minnesota Rules 5200.1000 to 5200.1120. These requirements include, but are not limited to, providing a certification to the Commissioner of the Department of Labor and Industry in the form attached hereto as Exhibit C. The Recipient shall supply such certification before this Agreement is executed by the State. The Recipient shall maintain or provide access to all documentation necessary to establish that required prevailing wage was paid, and shall allow the Commissioner of the Department of Labor and Industry and the State reasonable access to such data. M 2/17/2015 ARTICLE 4 Default and Collateral Section 4.1. Default. The Borrower shall be in default under this Agreement upon the happening of any one or more of the following events: (a) the Borrower fails to pay when due any amount payable on the Loan and such nonpayment is not remedied within ten (10) business days after written notice thereof to the Borrower by the Lender; (b) the Borrower is in breach in any material respect, of any obligation or agreement under this Agreement (other than nonpayment of any amount payable on the Loan) and remains in breach in any material respect for thirty (30) business days after written notice thereof to the Borrower by the Lender; provided, however, that if such breach shall reasonably be incapable of being cured within such thirty (30) business days after notice, and if the Borrower commences and diligently prosecutes the appropriate steps to cure such breach, no default shall exist so long as the Borrower is proceeding to cure such breach; (c) if any material covenant, warranty, or representation of the Borrower shall prove to be untrue in any material respect, provided such covenant, warranty or representation of the Borrower remains untrue in any material respect for thirty (30) business days after written notice thereof to the Borrower by the Lender; provided, however, that if such untruth shall reasonably be incapable of being corrected within such thirty (30) business days after notice, and if the Borrower commences and diligently prosecutes the appropriate steps to correct such untruth, no default shall exist so long as the Borrower is so proceeding to correct such untruth; (d) the Borrower, on or after the Initial Disbursement Date, fails to pay its undisputed debts as they become due, makes an assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, files a petition under any chapter of the Federal Bankruptcy Code or any similar law, state or federal, now or hereafter existing, becomes "insolvent" as that tenn is generally defined under the Federal Bankruptcy Code, files an answer admitting insolvency or inability to pay its debts as they become due in any involuntary bankruptcy case commenced against it, or fails to obtain a dismissal of such case within sixty (60) days after its commencement or convert the case from one chapter of the Federal Bankruptcy Code to another chapter, or be the subject of an order for relief in such bankruptcy case, or be adjudged a bankrupt or insolvent, or has a custodian, trustee, or receiver appointed for it, or has any court take jurisdiction of its property, or any part thereof, in any proceeding for the purpose of reorganization, arrangement, dissolution, or liquidation, and such custodian, trustee, or receiver is not discharged, or such jurisdiction is not relinquished, vacated, or stayed within sixty (60) days of the appointment; (e) a final judgment is entered against the Borrower that the Lender reasonably deems will have a material, adverse impact on the Borrower's ability to comply with the Borrower's obligations under this Agreement; (f) the Borrower sells, conveys, transfers, encumbers, or otherwise disposes of all or any part of the Development Property/Equipment without the prior written approval of the Lender, unless the subject property or equipment is replaced with substantially similar property or equipment with the same or greater value; 5 2/17/2015 (g) the Borrower merges or consolidates with any other entity without the prior written approval of the Lender; or (h) there is a loss, theft, substantial damage, or destruction of all or any part of the Development Property/Equipment that is not remedied to the Lender's satisfaction within sixty (60) business days after written notice thereof by the Lender to the Borrower. Section 4.2. Remedies Upon Default. (a) In the event of a default, the Lender shall have the right as its option and without demand or notice, to declare all or any part of the Loan immediately due and payable, and in addition to the rights and remedies granted hereby, the Lender shall have all of the rights and remedies available under the Uniform Commercial Code and any other applicable law. (b) The Borrower agrees in the event of a default to make the collateral available to the Lender. The Borrower agrees to pay the costs and expenses incurred by the Lender in enforcing its rights under this Agreement, including but not limited to the Lender's attorneys fees. If any notice of sale, disposition or other intended action by the Lender is required by law to be given to the Borrower, such notice shall be deemed reasonably and properly given if mailed to the Borrower at the Development Property or at such other address of the Borrower as may be shown herein, at least fifteen (15) days before such sale, disposition or other intended action. Section 4.3. Collateral. The Borrower shall grant to the Lender a security interest in Equipment in an amount equal to the amount of the Loan disbursed hereunder and pursuant to an executed security agreement. Section 4.4. Default on Business Subsidy Act Requirements. (a) In the event of an Event of Default arising from a breach by the Borrower of any provision of Section 7.1 of this Agreement, if the implicit price deflator for government consumption expenditures and gross investment for state and local governments prepared by the Bureau of Economic Analysis of the United States Department of Commerce for the 12 -month period ending March 31St of the previous year, exceeds three percent (3.00)% on the date of the earliest such Event of Default, the Borrower shall, in addition to any other payment required hereunder, pay to the Lender the difference between the present value of the interest actually paid and accrued on the Loan as of the date of the payment required by this Section 4.4, and the amount of interest that would have been paid and accrued on the Loan if the interest rate of the Loan at all times had been equal to the implicit price deflator on the date of the earliest Event of Default. (b) Nothing in this Section 4.4 shall be construed to limit the Lender's rights or remedies under any other provision of this Agreement, and the provisions of Section 4.4(a) are in addition to any other such right or remedy the Lender may have available. ARTICLE 5 Loan Disbursement Provisions Section 5.1. Payment Requisition Documentation and Forinat. Loan disbursements shall be for purchase of machinery and equipment and related project costs and shall not exceed $250,000. The Loan shall be disbursed to the Borrower only after the Lender has received from the Borrower an invoice or invoices for machinery and equipment and related project costs. Upon receipt of such invoice or invoices, the Lender 6 2/17/2015 will disburse an amount equal to fifty percent (50.00%) of amount of the invoice or invoices, up to a total disbursement amount of $250,000. Section 5.2. Provision for Evidentiary Materials. No disbursements of Loan funds shall be made until all evidentiary materials required by the State have been submitted and approved by the State. These evidentiary materials shall include, but not necessarily be limited to, the materials described in Article 6 of this Agreement and the invoices described in Section 5.1. Section 5.3. Project Time Frame. Borrower shall use commercially reasonable efforts to achieve the timeframe outlined in the associated Grant Application. Section 5.4. Loan Terms. The term of the Forgivable Loan matures on the Compliance date. If all the goals are not satisfied on the Compliance Date, the Loan shall bear interest at the rate stated in Section 4.4 (a) of this Loan Agreement and interest shall commence to accrue as of the Initial Disbursement Date. Section 5.5. Loan Repayments Schedule. If Borrower is in violation of Section 4.4 of this Loan Agreement repayment shall be due within 30 days of written notice to the Borrower. Section 5.6. Leveraged Funds. The Leveraged Funds described in the Grant Application must be used for the same purposes and under the same terms, rates, and conditions as specified therein unless prior written consent is received from the State. Section 5.7. Adverse Changes. The State will not authorize disbursement of funds if there has been any adverse change in the Borrower's financial condition, organization, operations or their ability to repay the project financing ARTICLE 6 Provision of Evidentiary Material Requirement Section 6.1. Provision of Evidentiary Materials. In addition to those materials described in Section 5.2 of this Agreement, the Borrower shall provide the Lender with all evidentiary materials according to the format and timetable cited in the Grant Contract. The Lender will forward these materials to the State and assist in expediting reviews leading to a release of the Loan. Section 6.2. Documentation of Use of Funds. The Borrower must provide the Lender with necessary documentation that the Loan and the Leveraged Funds have been used for the items and purposes stated in the Grant Application prior to submitting the final progress report and requesting grant closeout from the State. Section 6.3. Job Creation Documentation. The Borrower shall annually complete and provide to the Lender notification of employment of hiring each new permanent employee for inclusion in the Lender's annual Progress Report to the Grantor. The notification requirement must be provided to the Lender no later than January 15 of each year and shall terminate on the Compliance Date if the Borrower is not then in breach of Section 7, on forms provided by the Lender. This information must include: (a) Permanent jobs created. (b) Job title per job. (c) Date employee(s) hired. (d) Hourly wage. 2/17/2015 7 (e) Hourly value of benefits paid. (f) Benefits. ARTICLE 7 Business Subsidy Agreement Section 7.1. Business SubsidyAgreement. The provisions of this Section constitute the "business subsidy agreement" for purposes of the Minnesota Business Subsidy Act (Minnesota Statutes Sections 116J.993-995 and its successor statute.) (a) The Borrower acknowledges and agrees that the provisions of Minnesota's Business Subsidy Act apply to this Agreement, as Borrower is receiving under the terms of this Agreement govermnent assistance. (1) The subsidy provided to the Borrower includes the $250,000 Loan made hereunder which will be used for purchase of machinery and equipment_ and related project costs. (2) The public purposes and goals of the subsidy are to increase net jobs in the City. (3) The goals for the subsidy are to create jobs that pay a livable wage, per Section 7.1(b) of this Agreement. (4) If the goals are not satisfied, the Borrower shall snake payment to the Lender as required in Section 4.4. (5) The subsidy is needed because return on investment snakes the Project economically infeasible without the Loan. (6) The Borrower must continue operations in the jurisdiction for at least five years following the Benefit Date. (7) The Borrower does not have a parent corporation. (b) Starting September 1, 2015 through no later than the Compliance Date, the Borrower shall create at least one hundred (100) new permanent, non -contract full-time equivalent jobs (the "New Full Time Employees") at the Development Property above the baseline employment in the State of two thousand fifty three (2,053) permanent (of which 876 are at the Development Property as the baseline) full time non -contract equivalent jobs, including eight hundred seventy six (876) located at the Development Property, which must also be maintained from the date of this Agreement through the Compliance Date. The New Full Time Employees must be paid a base wage of at least $27.00 per hour, exclusive of Benefits and $31.00 per hour including Benefits. If the Borrower fails to meet the job creation goal and wage level commitment by the Compliance Date, the Borrower will pay back to the State the principal and accrued interest for a proportional share of the Forgivable Loan per job ($2,500 per job' not created). Section 7.2 Reporting. The Borrower shall provide to the Lender information regarding job and wage goals and results for two years after the benefit date or until the goals are met, whichever is later. This reporting requirement will expire if the goals are met by the Compliance Date. If the goals are not met, the Borrower must continue to provide information on the loan until the loan is repaid. The information must be filed on forms developed by the State. The report must be filed no later than March 1 of each year for the previous year. If the Borrower does not submit the report, the Lender shall mail the Borrower a warning within one week of the required filing date. If, after 14 days of the postmarked date of the warning, the Borrower fails to provide a report, the Borrower must pay to the Lender a penalty of 2/17/2015 $100 for each subsequent day until the report is filed. The maximum penalty shall not exceed $1,000. ARTICLE 8 First Source Employment Agreement First Source Employment Referral Agreement. (Minnesota Statutes Section 116L.66 and any successor statutes.) The Borrower shall list any vacant or new positions with the local Workforce Development Center. ARTICLE 9 Provision of Monitoring Information Related To Project Progress Section 9.1. Provision of Progress Information. The Borrower shall provide to the Lender information for incorporation into progress reports, as required by the State and as needed by the Lender, to monitor project implementation for compliance with Grantor and local guidelines. This information must be provided no later than January 10 of each year until the Grantor administratively closes the grant file. ARTICLE 10 Nondiscrimination Section 10.1. Nondiscrimination. The provisions of Minnesota Statutes, Section 181.59 and any successor statutes, which relate to civil rights and discrimination, shall be considered a part of this Agreement as though wholly set forth herein and the Borrower shall comply with each such provision throughout the term of this Agreement. ARTICLE 11 Borrower's Acknowledgments Representation, and Warranties Section 11.1. Acknowledgments. (a) The Borrower acknowledges that the Lender, in order to obtain funds for part of the Borrower's activities in connection with the Project, has applied for the MIF Grant to the State under the Minnesota Investment Fund Program, Business and Community Development Division, and that the Lender has entered into the Grant Contract with the State, setting forth the terms, conditions, and requirements of the MIF Grant. The Borrower further acknowledges that it has made certain representations and statements in the Grant Application concerning its activities relating to the Project, and that the Borrower is designated and identified under the Grant Contract. (b) A copy of the Grant Contract shall be on file in the offices of the Lender. In the event any provision of this Agreement relating to the Borrower's obligations hereunder is inconsistent with the provisions of the Grant Contract relating to the Borrower's activities there under, the provisions of the Grant Contract shall prevail. (c) The Borrower acknowledges that nothing contained in the Grant Contract or this Agreement, nor any act of the State or the Lender, shall be deemed or construed to create between the State and the Borrower (or, except as Borrower and Lender between the Lender and the Borrower) any relationship, including but not limited to that of third -party beneficiary, principal and agent, limited or general partnership, or joint venture. 0 2/17/2015 Section 11.2. Representations and Warranties. The Borrower warrants and represents, in connection with the MIF Grant and for the benefit of the State and the Lender, that: (a) Representations, statements, and other matters provided by the Borrower relating to those activities of the Project to be completed by the Borrower, which were contained in the Grant Application, were true and complete in all material respects as of the date of submission to the Lender and that such representations, statements, and other matters are true as of the date of this Agreement and that there are no adverse material changes in the financial condition of the Boirower's business. (b) To the best of the Borrower's knowledge, no member, officer, or employee of the Lender, or its officers, employees, designees, or agents, no consultant, member of the governing body of the Lender, and no other public official of the Lender, who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project or in any activity, or benefit there from, which is part of the Project. (c) The Borrower acknowledges that the State, in selecting the Lender as recipient of the Grant, relied in material part upon the assured completion of the Project to be carried out by the Borrower, and the Borrower warrants that said Project will be carried out as promised. (d) The Borrower warrants that to the best of its knowledge, it has obtained all federal, state, and local governmental approvals, reviews, and permits required by law to be obtained in connection with the Project and has undertaken and completed all actions necessary for it to lawfully execute this Agreement as binding upon it. (e) The Borrower warrants that it shall keep and maintain books, records, and other documents relating directly to the Leveraged Funds, and that any duly authorized representative of the State shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records, and other documents of the Borrower until such time that the Lender and the State have both determined that all issues, requirements, and close-out procedures relating to or arising out of the MIF Grant have been settled and completed. (f) The Borrower warrants that no transfer of any or all of the Loan Proceeds by the Lender to the Borrower shall be or be deemed an assignment of Loan Proceeds, and the Borrower shall neither succeed to any rights, benefits, or advantages of the Lender under the Grant Contract, nor attain any right, privileges, authorities, or interest in or under the Grant Contract. (g) The Borrower warrants that it has fully complied with all applicable local, state, and federal laws pertaining to its business and will continue such compliance throughout the terms of this Agreement. If at any time notice of noncompliance is received by the Borrower, the Borrower agrees to take any necessary action to comply with the local, state, or federal law in question. ARTICLE 12 Other Special Conditions Section 12.1. Antitrust. The Borrower hereby assigns to the State of Minnesota any and all claims for overcharges as to goods and services provided in connection with this Agreement resulting from antitrust violations that arise under the antitrust laws of the United States or the antitrust laws of the State. 10 2/17/2015 Section 12.2. Workers Compensation Insurance. The Borrower has obtained workers compensation insurance as required by Minnesota Statutes, Section 176.181, subd. 2. The Borrower's workers compensation insurance information is as follows: (a) Company Name: Hayes Companies — Hartford Accident & Inc. Co. (b) Policy Number: 41WBRS5091 & 41WBRS5090 (c) Local Agent: Ross Nerison Section 12.3. Business with the State of Minnesota/State Tax Laws. The Borrower is required by Minnesota Law to provide its Minnesota tax identification number if it does business with the State of Minnesota. This information may be used in the enforcement of Federal and State tax laws. Supplying these numbers could result in an action to require the Borrower to file State tax returns and pay delinquent State tax liabilities. This Agreement will not be approved unless these numbers are provided. These numbers will be available to Federal and State tax authorities and State personnel involved in the payment of State obligations. Minnesota Tax ID: 6822674 Federal Employer ID: 26-0076803 Section 12.4. Grant Closeout. The Borrower shall, prior to grant closeout from the State, provide the Lender with all documentation necessary to demonstrate that the Loan has been used for the items and purposes set forth in the Grant Application. Section 12.5. Review of Documents. The Borrower shall not be entitled to any disbursement of Loan Proceeds until the Lender's legal counsel and the State have reviewed and approved this Agreement and the exhibits attached hereto. Section 12.6. Effect on Other Agreements. Nothing in this Agreement shall be construed to modify any term of any other agreement to which the Lender and the Borrower are Parties. Section 12.7. Release and Indemnification Covenants. Except for any breach of the representations and warranties of the Lender or the negligence or other wrongful act or omission of the following named Parties, the Borrower agrees to protect and defend the Lender and the governing body members, officers, agents, servants, and employees thereof, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the acquisition, construction, installation, ownership, maintenance, and operation of the Project and the Borrower's activities on the Development Property. Section 12.5. Modifications. This Agreement may be modified solely through written amendments hereto executed by the Borrower and the lender and approved by the State. Section 12.9. Notices and Demands. Any notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered only if it is dispatched by registered or certified snail, postage prepaid, return receipt requested, or delivered personally: 11 2/17/2015 (a) as to the Lender: Eagan Economic Development Authority Attn: David M. Osberg, Executive Director 3830 Pilot Knob Road Eagan, MN 55122 With a copy to: Dougherty, Molenda, Solfest, Hills & Bauer P.A. Attn: Robert B. Bauer 14985 Glazier Avenue, Suite 525 Apple Valley, MN 55124 (a) as to the Borrower: Prime Therapeutics LLC Attn: Brian Holmes 1305 Corporate Center Drive Eagan, MN 55121 Brian.HohnesgPrimeTherapeutics.com Jones Lang LaSalle Attn: Gregg Fuerstenberg 45 South 7fl' St., Suite 3051 Minneapolis, MN 55402 Gregg.FLierstenberg@aln.jll.com (b) or at such other address with respect to any party as that party may, from time to time, designate in writing and forward to the others as provided in this Section 12.9. Section 12.10. Conflict of Interests; Representatives Not Individually Liable. No employee, officer or agent of the Lender shall participate in the administration of a contract supported by this loan if a conflict of interest, real or apparent, would be involved. No employee, officer or agent of the Lender may obtain a financial interest in any agreement with respect to this loan. No employee, officer, or agent of the Lender shall be personally liable to the Borrower or any successor in interest in the event of any default or breach by the Lender or for any amount that may become due to the Borrower or on any obligation or term of this Agreement. Section 12.11. BindingEffect. ffect. The covenants and agreements in this Agreement shall bind and benefit the heirs, executors, administrators, successors, and assigns of the Parties to this Agreement. Section 12.12. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Development Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 12.13. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted only for convenience of reference and shall be disregarded in construing or interpreting any of its provisions. Section 12.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 12.15. Choice of Law and Venue. This Agreement shall be governed by and construed in 12 2/17/2015 accordance with the laws of the state of Minnesota without regard to its conflict of laws provisions. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all Parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. Section 12.16. Waiver. The failure or delay of any party to take any action or assert any right or reinedy, or the partial exercise by any party of any right or remedy shall not be deemed to be a waiver of such action, right, or remedy if the circumstances creating such action, right, or remedy continue or repeat. Section 12.17. Entire Agreement. This Agreement, with the exhibits hereto, constitutes the entire agreement between the Parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations, and understandings of the Parties pertaining to the subject matter of this Agreement. Section 12.18. Separability. Wherever possible, each provision of this Agreement and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other related document. Section 12.19. Immunity. Nothing in this Agreement shall be construed as a waiver by the Lender of any immunities, defenses, or other limitations on liability to which the Lender is entitled by law, including but not limited to the maximum monetary limits on liability established by Minnesota Statutes, Chapter 466. Section 12.20. Publicity and Endorsement (a) Publicity. Any publicity regarding the subject matter of this loan contract must identify the State as the sponsoring agency. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this grant contract. (b) Endorsement. The Grantee and the Borrower must not claim that the State endorses it's products or services. [Remainder of page intentionally blank] 13 2/17/2015 IN WITNESS WHEREOF, the Lender has caused this Agreement to be duly executed in its naive and behalf and the Borrower has caused this Agreement to be duly executed in its naine and behalf as of the date first above written. EAGAN ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and political subdivision of the State of Minnesota By: Mike Maguire Its: President Date: By: David M. Osberg Its: Executive Director Date: PRIME THERAPEUTICS LLC, a Delaware limited liability company By: Its: Date: By: Its: Date: 2/17/2015 14 Exhibit A Legal descriptions Property 1 ® 1305 Corporate Center Drive, Eagan, MN • Parcel ID Number 10-22532-01-010. ® Lot 1, Block 1, Eagandale Office Park 3rd Addition, according to the recorded plat therof. Property 2 2655 Eagan Woods Drive, Eagan, MN ® Parcel ID Number 10-22551-01-010 ® Lot 1, Block 1, Eagan Woods Office Park 2nd Addition, according to the recorded plat thereof 15 2/17/2015 Exhibit B Equipment List 1. Cell Phone Enhancement Solution a. Vendor: Berk -Tel Communications, Inc. b. Invoice Date: 1/21/16 c. PO#: 4600005656 d. Price: $75,695 e. Description: new cell phone enhancement solution — ICE system 2. Printers a. Vendor: Ricoh b. Invoice Date: 12/31/15 c. PO#: 4600005844 d. Price: $22,553 e. Description: Ricoh Printer MPC6502SP; Ricoh Printer MPC4503; HW MTCE 3. Interior Finishes a. Vendor: Atmosphere Commercial Interiors b. Invoice Dates: 12/14/15; 12/16/15; 12/16/15; and 12/21/15 c. PO#s: 4600005965; 4600005857; 4600005858; and 4600005965 d. Prices: $51,779; $49,586; $39,586; and $28,163 2/17%2015 Exhibit C Grant Contract 17 2/17/2015 PRONIISSORY NOTE $250,000 2016 Prime Therapeutics LLC., a Delaware limited liability company (the "Borrower"), for value received, hereby promises to pay to the Eagan Economic Development Authority, a Minnesota body politic and corporate (the "Lender") or its assigns at its designated principal office or such other place as the Lender may designate in writing, the principal sum of Two hundred fifty thousand dollars and No/100 ($250,000.00) (the "Loan") or so much thereof as may be advanced under this Promissory Note (this "Note"), with interest as hereinafter provided, in any coin or currency which at the time or times of payment is legal tender for the payment of private debts in the United States of America. 1. a. Except as provided in Section 1.c. of this Note, the Loan shall bear interest, at three percent (3.00%). Interest, if any in accordance with Section Le. of this Note, shall commence to accrue as to the amount of the Loan disbursed as of the date disbursed in accordance with the Loan Agreement between the Borrower and the Lender of even date herewith (the "Loan Agreement") evidencing the terms of the loan evidenced by this Note. b. Subject to the provisions of Section 7.1 of the Loan Agreement, up to $250,000 of the principal balance of this Note (the "Loan") shall be forgiven and deemed paid on the Expiration Date (as defined in the Loan Agreement). C. If the Goals are not met by the Compliance Date (as those terms are defined in the Loan Agreement), the Lender agrees to repay all or a part of the principal amount of this Note on a pro rata basis (as further described in this Section 1. c. the "Recaptured Principal"), plus interest set at the greater of 3.0% or the implicit price deflator defined in Minnesota Statutes, Section 275.70, Subdivision 2 ("Recapture Interest"), accruing from and after the Initial Disbursement Date, compounded annually. Recaptured Principal plus Recapture Interest thereon shall be repaid not later than 30 days after the Lender notifies the Developer of the amount to be repaid pursuant to Section 7.1 of the Loan Agreement. If the Goals are only met in part by the Compliance Date, the Borrower will repay a pro rata portion of the principal amount of this Note (plus Recapture Interest). d. Except as provided in Section 1(c), no payments shall be due on the Forgivable Loan; provided, however, accrued interest from the date of disbursement at the greater of 3.0% or the implicit price deflator defined in Minnesota Statutes, Section 275.70, Subdivision 2 will be added to any Recaptured Principal due pursuant to Section 1(c). 381086v7.JSB ME445-2 2. The Borrower shall have the right to prepay the principal of this Note, in whole or in part, without prepayment penalty. 3. This Note is given pursuant to the Loan Agreement and is secured by a Security Agreement of even date herewith (the "Security Agreement") covering machinery and equipment located in County of Dakota, Minnesota. In the event any such security is found to be invalid for whatever reason, such invalidity shall constitute an event of default hereunder. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Loan Agreement, or any instrument securing this Note are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If a default occurs under the Loan Agreement, or any instrument securing this Note, and continues beyond any applicable notice and cure periods, the Lender of this Note may at its right and option, without notice, declare immediately due and payable the principal balance of this Note, together with any costs of collection including attorney fees incurred by the Lender of this Note in collecting or enforcing payment hereof, whether suit be brought or not, and all other sums due hereunder, or under any instrument securing this Note. The Borrower agrees that the Lender of this Note may, without notice to the Borrower of this Note and without affecting the liability of the Borrower of this Note, accept additional or substitute security for this Note, or release any security or any party liable for this Note or extend or renew this Note. 5. The remedies of the Lender of this Note as provided herein, and in the Loan Agreement, or any other instrument securing this Note, shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Lender of this Note, may be exercised as often as occasion therefore shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Lender of this Note shall not be deemed, by any act of omission or cormnission, to have waived any of its rights or remedies hereunder unless such waiver .is in writing and signed by the Lender of this Note and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, modifications, or change is sought. 6. This Note shall be governed by and construed in accordance with the laws of the state of Minnesota without regard to its conflict of laws provisions. Any disputes, controversies, or claims arising out of this Note shall be heard in the state or federal courts of Minnesota, and all parties to this Note waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 381086v7 JS13 ME445-2 2 7. The headings used in this Note are solely for convenience of reference, are no part of this Note, and are not to be considered in construing or interpreting this Note. 8. This Note, with the other Loan Documents, constitutes the entire Note between the parties pertaining to its subject matter and it supersedes all prior contemporaneous Notes, representations, and understandings of the parties pertaining to the subject matter of this Note. 9. Separability. Wherever possible, each provision of this Note and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or any other related document. 10. IT IS HEREBY CERTIFIED AND RECITED that all. conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have happened, and have been performed in regular and due form as required by law. [Signature page follows.] 381086v7 JSB ME445-2 IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the _day of , 2016. Prime Therapeutics LLC, a Deleware limited liability company Its 3810860 JSB ME445-2 S-1 SECURITY AGREEMENT This security agreement (the "Security Agreement") is made and given as of this day of , 2016, by Prime Therapeutics LLC, a Delaware limited liability company, with its principal place of business at 1305 Corporate Center Drive, Eagan, MN 55121 (the "Borrower") in favor of the Eagan Economic Development Authority, a Minnesota body politic and corporate, with its offices at 3830 Pilot Knob Road, Eagan, MN 55122 and its endorsees, successors and assigns (the "Lender"). RECITALS A. Lender and Borrower have entered into a certain Loan Agreement, dated as of the date hereof (the "Loan Agreement"), pursuant to which Lender will loan to Borrower no more than $250,000 (the "Loan") to assist with the purchase of machinery and equipment on the Development Property. The Borrower has agreed to grant to the Lender a security interest in certain pieces of equipment (the "Equipment) described on the Exhibit B attached hereto, such Equipment to be located at the Development Property site described on the Exhibit A attached hereto (the "Development Property"). Borrower's payment obligations under the Loan Agreement will be evidenced by a promissory note (the "Note") dated as of the date hereof. B. As security for the repayment of the Loan, Lender has required that Borrower execute and deliver to Lender this Security Agreement granting a security interest to Lender in the Equipment. C. The Note, this Security Agreement, and any other instruments or documents given as security for the Loan are herein referred to as the "Loan Documents". NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Borrower, it is agreed as follows: 1. Grant of Security Interest. As security for the payment and performance of the Note and all other liabilities, obligations, and indebtedness of Borrower to Lender due or to become due, direct or indirect, absolute or contingent, joint or several, howsoever created, now or hereafter at any time created, arising, or evidenced under or pursuant to the Note or this Agreement or any other document or instrument evidencing or securing the Note, Borrower does hereby transfer, assign, and grant to Lender a security interest in all of Borrower's right, title, and interest in and to the following (hereinafter collectively referred to as the "Collateral"), whether now owned or hereafter acquired or arising: (a) the Equipment; and (b) any and all proceeds of the foregoing. 2. Borrower's Representations, Warranties and Covenants. Borrower represents, warrants, covenants, and agrees: (a) Organization. Borrower is a limited liability company validly existing and in good standing under the laws of the state of Delaware and doing business in the state of Minnesota, and Borrower has full power and authority to execute, deliver, and perforin the Loan Documents, and to own its property and conduct its business as presently conducted and as proposed to be conducted. (b) Authorization. The execution, delivery, and performance of this Security Agreement have been duly authorized by all necessary action and will not: (i) require any consent or approval of any entity that has not been obtained; or (ii) violate any provision of any indenture, contract, agreement, or instrument to which Borrower is a party or by which it is bound. (c) Performance by Borrower. Unless Borrower obtains Lender's prior written consent, Borrower shall not: (i) terminate its interest in any of the Collateral; or (ii) sell, transfer, or assign, or offer to sell, transfer or assign all or any part of the Collateral or pen -nit all or any part of the Collateral to be sold, transferred, or assigned; or (iii) remove or consent to the removal of any of the Equipment from the Property. (d) Title to Collateral. Borrower shall keep good marketable title to all of the Collateral, and none of the Collateral is subject to any lien or security interest except for the security interest created by this Security Agreement and other security interests consented to in writing by Lender. Borrower has not granted, and will not grant or permit to exist, any lien or security interests in all or a portion of the Collateral other than the liens in favor of Lender and other liens consented to in writing by Lender. Borrower shall defend the Collateral against all claims and demands of all and any other persons at any time claiming any interest therein adverse to Lender. (e) Actions and Proceedings. There are no actions at law, suits in equity, or other proceedings pending before or expected to be filed with any governmental agency, commission, bureau, tribunal, or other arbitration proceedings against or affecting Borrower that if adversely determined would adversely affect Borrower's interest in the Collateral or would adversely affect the rights of Borrower to pledge and assign all or a part of the Collateral or the rights and security afforded Lender hereunder. (f) Insurance. Borrower agrees it will keep the Equipment insured at all times against loss by fire and other hazards concerning which, in the judgment of Lender, insurance protection is reasonably necessary and in amounts sufficient to protect against loss or damage of the Equipment. Such policy or policies will contain a loss payable clause in favor of Lender or its successors or assigns, in form satisfactory to Lender, provided, however, that Borrower may, at its reasonable discretion, self -insure the Equipment. (g) No Fixture. If any of the Collateral is or becomes a fixture, Borrower agrees to furnish Lender, at Lender's request, with a statement or statements signed by all persons who have or claim an interest in the real estate concerned, which statements shall provide that the signer consents to the security interest created hereby and disclaims any interest in the Collateral as fixtures. (h) Understandings Regarding Collateral. Borrower acknowledges that the Collateral is of the design, capaLender, and manufacture specified for and by Borrower, and that Borrower is satisfied that the same is suitable for its intended purposes. Borrower further acknowledges and agrees that Lender has not made, and does not make, any representation, warranty, or covenant with respect to merchantability, fitness for any purpose, durability, patent, copyright or Economic mark infringement, suitability, or capability of any item of Collateral in any respect or in connection with any other purpose or use of Borrower, or any other representation, warranty, or covenant of any kind or character expressed or implied with respect thereto. Borrower accordingly agrees not to assert any claim whatsoever against Lender based thereon. Borrower further agrees, regardless of cause, not to assert any claim whatsoever against Lender for loss of anticipatory profits or consequential damages. G) Use of Collateral. The Collateral will be used for its intended business purpose and will at all times be located at the Property. 0) Condition of Collateral. Borrower will keep the Collateral in good condition and repair, reasonable wear and tear excepted, will permit Lender to enter upon the Property at reasonable times for the purpose of examining the Collateral. (k) Costs of Collection. In the event of any action or proceeding to collect or realize upon the Collateral or to enforce any of Lender's rights hereunder, Borrower shall pay: (i) all of Lender's attorneys fees and other legal expenses, with interest thereon, incurred by Lender; (ii) all taxes, levies, insurance expenses, and costs of repairs to, or maintenance of, the Collateral; and (iii) all costs of Lender incurred in taking possession of, disposing of or preserving the Collateral after any Event of Default (defined below). 3. Event of Default. Upon the event of a default under the Loan Agreement, Lender may exercise any remedy available to it under the terms of the Loan Agreement. 4. Further Assurances. Borrower shall execute and deliver to Lender, promptly and at Borrower's expense, Uniform Commercial Code ("Code") financing statements and evidence of tax filings and payments, including without limitation a UCC -1 Financing Statement in substantially the form set forth by the Minnesota Secretary of State's Office. Borrower agrees that: (i) Lender is authorized, at its option, to file a carbon, photographic, or other reproduction of this Agreement as a financing statement and that such statement shall be sufficient as a financing statement under the Code; and (ii) Lender is authorized to file financing statements or amendments thereto without the signature of Borrower, provided that if a signature is required by law, then Borrower appoints Lender as Borrower's attorney-in-fact to execute any such financing statements. 5. Cumulative Remedies. All of Lender's rights and remedies herein are cumulative and in addition to any rights or remedies available at law or in equity including the Code, and may be exercised concurrently or separately. Borrower shall pay all costs, expenses, losses, damages and legal costs (including attorneys fees) incurred by Lender as a result of enforcing any terms or conditions of this Agreement. 6. No Liabilityposed on Lender. Lender shall not be obligated to perfonn or discharge, nor does it hereby undertake to perform or discharge any obligation, duty, or liability, nor shall this Agreement operate to place responsibility for the control, care, or management of the Equipment upon Lender. 7. Indemnification. Borrower agrees to defend, protect, indemnify and hold Lender harmless of and from any and all liability, loss, and damage that Lender does, may, or might incur under or by reason of this Agreement, and of and from any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings to perform or discharge any of the terns, covenants, or agreements contained herein. Should Lender incur any such liability or be required to defend against any such claims or demands, or should a judgment be entered against Lender, the amount thereof, including costs, expenses, and reasonable attorney's fees, shall bear interest thereon at the rate then in effect on the Note, shall be secured hereby, shall be added to the Loan, and Borrower shall reimburse Lender for the same immediately upon demand, and upon the failure of Borrower so to do, Lender may declare the Loan immediately due and payable. 8. Expenses of Lender. All expenses in protecting, storing, warehousing, insuring, handling, and shipping of the Collateral, all costs of keeping the Collateral free of liens, encumbrances and security interests (other than the security interest created by this Agreement) and the removing of the same and all excise, property, sales, and use taxes imposed by state, federal, or local authority on any of the Collateral or with respect to the sale thereof, shall be, borne and paid for by Borrower and if Borrower fails to promptly pay any amounts thereof when due, Lender may, at its option, but shall not be required to, pay the same, and upon such payment the same shall constitute obligations and shall bear interest at the rate specified in the Note and shall be secured by the security interests granted hereunder. 9. Continuing Rights. The rights and powers of Lender hereunder shall continue and remain in full force effect until the Loan is paid in full. 10. Books and Records. Borrower will permit Lender and its representatives to examine Borrower's books and records (including data processing records and systems) with respect to the Collateral and make copies thereof at any time and from time to time, and Borrower will furnish such information reports to Lender and its representatives regarding the Collateral as Lender and its representatives may from time to. time request. Lender shall have the authority, at any time, to require Borrower to place upon Borrower's books and records relating to the Collateral and other rights to payment covered by the security interest created in this Agreement a notation stating that any such Collateral and other rights of payment are subject to a security interest in favor of Lender. 11. Effect on Other Agreements. Nothing in this Agreement shall be construed to modify any term of any other agreement to which Lender and Borrower are parties. 12. Release and Indemnification Covenants. Except for any breach of the representations and warranties of Lender or the negligence or other wrongful act or omission of the following named parties, Borrower agrees to protect and defend Lender and the governing body members, officers, agents, servants and employees thereof, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the acquisition, construction, installation, ownership, maintenance, and operation of the Equipment. 13. Modifications. This Agreement may be modified solely through written amendments hereto executed by Lender and Borrower and approved by the State. 14. Notices and Demands. Any notice, demand, or other communication undei this Agreement by either party to the other shall be sufficiently given or delivered only if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally: (a) as to the Lender: Eagan Economic Development Authority David M. Osberg, Executive Director 3830 Pilot Knob Road Eagan, MN 55122 (b) as to the Borrower: Prime Therapeutics LLC Attn: Brian Holmes 1305 Corporate Center Drive Eagan, MN 55121 Brian.Holmes@PrimeTherapeutics.com Jones Lang LaSalle Attn: Gregg Fuerstenberg 45 South 7"' St., Suite 3051 Minneapolis, MN 55402 Gregg.Fuerstenberg@am.ill.com or at such other address with respect to any party as that party may, from time to time, designate in writing and forward to the others as provided in this Section 14. 15. Conflict of Interests; Representatives Not Individually Liable. No officer or employee of Lender may acquire any financial interest, direct or indirect, in this Agreement, the Equipment, or in any contract related to the Equipment. No officer, agent, or employee of Lender shall be personally liable to Borrower, or any successor in interest, in the event of any default or breach by Lender or for any amount which may become due to Borrower or on any obligation or term of this Agreement. 16. Binding Effect. The covenants and agreements in this Agreement shall bind and benefit the heirs, executors, administrators, successors, and assigns of the parties to this Agreement. 17. Merger. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. 18. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of whom shall constitute one and the same instrument. 20. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota without regard to its conflict of laws provisions. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 21. Waiver. The failure of any party to take any action or assert any right or remedy, or the partial exercise by any party of any right or remedy, shall not be deemed to be a waiver of such action, right, or remedy if the circumstances creating such action, right, or remedy continue or repeat. 22. Entire Agreement. This Agreement, with the other Loan Documents constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties pertaining to the subject matter of this Agreement. 23. Separability. Wherever possible, each provision of this Agreement and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other related document. 24. Immunity. Nothing in this Agreement shall be construed as a waiver by the Lender of any immunities, defenses, or other limitations on liability to which the Lender is entitled by law, including but not limited to the maximum monetary limits on liability established by Minnesota Statutes, Chapter 466. 25. Other Matters. All representations and warranties contained in this Agreement or in any other agreement between Borrower and Lender shall survive the execution, delivery and performance of this Agreement and the creation and payment of any indebtedness to Lender. Borrower waives notice of the acceptance of this Agreement by Lender. IN WITNESS WHEREOF, Lender has caused this Agreement to be duly executed in its name and behalf and Borrower has caused this Agreement to be duly executed in its name and behalf as of the date first above written. Lender: Eagan Economic Development Authority, a Minnesota body politic and corporate By Mike Maguire Its President By David M. Osberg Its Executive Director STATE OF MINNESOTA) )ss. COUNTY OF DAKOTA The foregoing instrument was acknowledged before me this day of , 2016, by Mike Maguire and David M. Osberg, the President and Executive Director of the Eagan Economic Development Authority, a public body corporate and political subdivision of the State of Minnesota, on behalf of the public body. Notary Public Borrower: Prime Therapeutics LLC, a Delaware limited liability company By Its By Its STATE OF ) )ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2016, by and the and of Prime Therapeutics LLC, a Delaware limited liability company, on behalf of the limited liability company. Notary Public EXHIBIT A DEVELOPMENT PROPERTY LEGAL DESCRIPTION Property 1 ® 1305 Corporate Center Drive, Eagan, MN ® Parcel ID Number 10-22532-01-010. Lot 1, Block 1, Eagandale Office Park 3rd Addition, according to the recorded plat therof. Property 2 ® 2655 Eagan Woods Drive, Eagan, MN ® Parcel ID Number 10-22551-01-010 ® Lot 1, Block 1, Eagan Woods Office Park 2nd Addition, according to the recorded plat thereof EXHIBIT B TO SECURITY AGREEMENT DESCRIPTION OF EQUIPMENT 1. Cell Phone Enhancement Solution a. Vendor: Berk -Tel Communications, Inc. b. Invoice Date: 1/21/16 c. PO#: 4600005656 d. Price: $75,695 e. Description: new cell phone enhancement solution — ICE system 2. Printers a. Vendor: Ricoh b. Invoice Date: 12/31/15 c. PO#: 4600005844 d. Price: $22,553 e. Description: Ricoh Printer MPC6502SP; Ricoh Printer MPC4503; HW MTCE Interior Finishes a. Vendor: Atmosphere Commercial Interiors b. Invoice Dates: 12/14/15; 12/16/15; 12/16/15; and 12/21/15 c. PO#s: 4600005965; 4600005857; 4600005858; and 4600005965 d. Prices: $51,779; $49,586; $39,586; and $28,163