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04/18/2017 - City Council RegularAGENDA EAGAN CITY COUNCIL EAGAN MUNICIPAL CENTER BUILDING APRIL 18, 2017 6:30 P.M. I. 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 agreement to allow HealthEast to house an ambulance at Fire Station Three F. APPROVE a Resolution to Accept a Donation from the Eagan Lion's Club in the amount of $10,000 for the Fire Department and authorize the necessary Budget Adjustments G. APPROVE Final Payment, Contract 16-14, Central Maintenance Campus—Salt Storage Building H. AWARD Contract 17-14, Citywide Traffic Signal & Street Light Painting I. APPROVE Joint Powers Agreement with Dakota County for Project 1251 (Lexington Avenue/ Lone Oak Road Intersection Improvements - County Project No. 26-52) J. APPROVE Water Main Interconnection Agreement with the City of Inver Grove Heights K. APPROVE resolution to accept donation from Minnesota Valley In -Fisherman Club - School of Fish Class L. REJECT Bids for Contract 17-08, Vikings Parkway Streetlight Materials Purchase M. APPROVE resolution to accept a fabric donation from Debra Haupt for Eagan Forward N. AWARD Contract 17-10 to ComLink Midwest LLC for the extension of fiber into Northeast Eagan development area 0. APPROVE Final Plat for Cloverleaf Cold Storage P. ADOPT resolution approving Second Amended and Restated Development Agreement with MG Eagan, LLC Q. Approve a Resolution to accept a grant from the Metropolitan Regional Arts Council in the amount of $5,000 for a Community Arts Grant R. APPROVE Project 1176, Community Center Parking Lot Improvements S. APPROVE a Sound Amplification Permit for a Cinco de Mayo event at La Fonda de Los Lobos located at 3665 Sibley Memorial Highway V. PUBLIC HEARINGS A. APPROVE an amendment authorizing an extension of a Minnesota Investment Fund grant agreement between the City of Eagan and Minnesota Department of Employment and Economic Development for the benefit of Databank Holdings LP VI. OLD BUSINESS VII. NEW BUSINESS VIII. LEGISLATIVE/ INTERGOVERNMENTAL AFFAIRS UPDATE IX. ECONOMIC DEVELOPMENT AUTHORITY A. CALL TO ORDER B. ADOPTAGENDA C. CONSENT AGENDA 1. Approve EDA Minutes 2. Adopt resolution approving Second Amended and Restated Development Agreement with MG Eagan, LLC D. PUBLIC HEARING E. OLD BUSINESS F. NEW BUSINESS G. OTHER BUSINESS H. ADJOURN X. ADMINISTRATIVE AGENDA A. City Attorney B. City Council Comments C. City Administrator D. Director of Public Works E. Director of Community Development XI. VISITORS TO BE HEARD (for those persons not on the agenda) XII. CLOSED SESSION XIII. ADJOURNMENT City of Eap _ _ _ Me TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: CITY ADMINISTRATOR OSBERG DATE: APRIL 14, 2017 SUBJECT: AGENDA INFORMATION FOR APRIL 18, 2017 CITY COUNCIL MEETING ADOPT AGENDA After approval is given to the April 18, 2017 City Council agenda, the following items are in order for consideration. Agenda Information Memo April 18, 2017 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 April 4, 2017 regular City Council meeting and April 12, 2017 Special City Council meeting as presented or modified. Attachments: (2) CA -1 April 4, 2017 City Council Minutes CA -2 April 12, 2017 Special City Council Minutes MINUTES OF A REGULAR MEETING OF THE EAGAN CITY COUNCIL Eagan, Minnesota APRIL 4, 2017 A Listening Session was held at 6:00 p.m. prior to the regular City Council meeting. Present were Mayor Maguire, Councilmembers Bakken, Fields, and Hansen. Councilmember Tilley was absent. Keith Shelstad, 4616 Kingsbury Drive, addressed the Council regarding a potential variance request. A regular meeting of the Eagan City Council was held on Tuesday, April 4, 2017 at 6:00 p.m. at the Eagan Municipal Center. Present were Mayor Maguire, Councilmembers Bakken, Fields, and Hansen. Councilmember Tilley was absent. Also present were City Administrator Osberg, Assistant City Administrator Miller, Communications Director Garrison, Finance Director Pepper, Director of Community Development Hutmacher, Public Works Director Matthys, Parks and Recreation Director Pimental, Police Chief McDonald, City Attorney Bauer, and Executive Assistant Stevenson. AGENDA Councilmember Hansen moved, Councilmember Fields seconded a motion to approve the agenda as presented. Aye:4 Nay:0 RECOGNITIONS AND PRESENTATION There were no recognitions and presentations to be heard. 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 the March 14 and March 21, 2017 Special City Council meetings and March 21, 2017 regular City Council meeting as presented or modified. B. Personnel Items: 1. It was recommended to authorize the hiring of the following seasonal employees: David Allen, Vernon Ronhovde, Terrance Santori, Esme Baxter, Kelli Peterson, Lindy Pfaltzgraff, and Lauren Farherty. C. It was recommended to ratify the check registers dated March 17 and March 24, 2017. D. It was recommended to approve the ordinary and customary contracts with Summit Companies, SELECTACCOLINT for VERA, and The Toro Company. E. It was recommended to approve Change Order No. 1 to Contract 16-15 (Central Maintenance Campus — Covered Storage Bins) and authorize the Mayor and City Clerk to execute all related documents. F. Item was removed. G. It was recommended to approve the final payment for Contract 16-15 (Central Maintenance Facility — Covered Storage Bins) in the amount of $11,774.82 to Greystone Construction and accept the improvements for perpetual City maintenance subject to warranty provisions. City Council Meeting Minutes April 4, 2017 2 page H. It was recommended to approve a one year contract extension for Contract 14-14 (Cedar Parking Garage and Redevelopment District — Facility Management Services) with Cornerstone Parking, Inc., and authorize the Mayor and City Clerk to execute all related documents. I. It was recommended to approve a Joint Powers Agreement with the Dakota County Transportation Department for Project 1247 (2017 Citywide Trail and Parking Lot Improvements), including work within County 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 an amendment to the Sale and Purchase Agreement between Art Works Eagan and the City of Eagan by changing Section 3 L Contingency Period and Buyer's Termination to have an expiration date of July 14, 2017. K. It was recommended to set the interest rate for special assessments levied in 2017 at 4.0%. L. It was recommended to adopt a resolution approving an Exempt Permit for the YMCA of the Greater Twin Cities to hold a raffle on July 9, 2017 at 1390 Civic Center Drive. M. It was recommended to adopt a resolution approving an Exempt Permit for the Eagan Athletic Association to hold a raffle on May 12-14, 2017 at 4201 Lexington Avenue. N. It was recommended to approve a Final Subdivision (Tipperary) to create 11 lots upon approximately 3.8 acres for property 3790 and 3800 Dodd Road, located south of Wescott Road and east of Dodd Road. It was recommended to approve a Vacation of excess public right-of- way at 3800 Dodd Road (near Wescott Road). O. It was recommended to approve a one year extension of Preliminary Subdivision approval for Summerbrooke to create 33 lots upon approximately 15 acres located at 775 and 785 Diffley Road. P. It was recommended to schedule a public hearing on April 18, 2017 for consideration of a one year extension to the Minnesota Investment Fund Agreement with Databank Holdings LP. Q. It was recommended to approve a resolution and partnership agreement to accept cash donation from the following organization, to authorize the necessary budget adjustments and direct the Mayor and City Clerk to sign the appropriate documents. R. It was recommended to approve Change Order to 2017 contract with Peters Design Company and authorize the Mayor and City Clerk to execute all related documents. S. It was recommended to approve the plans and specifications for Bridle Ridge Park Building Expansion, and authorize the advertisement for a bid opening to be held at 2:00 p.m. on Thursday, May 11, 2017. T. It was recommended to approve an On -Sale Liquor and Sunday License for KRG, LLC doing business as Green Mill of Eagan, located at 1940 Rahncliff Court. PUBLIC HEARINGS Lot 1, Block 1, Cedar Grove Gateway 1't Addition Easement Vacation City Administrator Osberg introduced the item noting on February 15, 2017, City staff received a petition from Dan Mueller, Director of Development for the Minnesota Autism Center, requesting the vacation of a portion of an existing drainage and utility easement on Lot 1, Block 1, Cedar Grove Gateway 15t Addition, between Highway 13 and Silver Bell Road in west central Eagan. Public Works Director Matthys gave a staff report and provided a site map. City Council Meeting Minutes April 4, 2017 3 page Mayor Maguire opened the public hearing. There being no public comment, he turned the discussion back to the Council. Councilmember Hansen moved, Councilmember Bakken seconded a motion to close the public hearing and approve the vacation of a portion of a public drainage and utility easement on Lot 1, Block 1, Cedar Grove Gateway 1St Addition, in west central Eagan, and authorize the Mayor and City Clerk to execute all related documents. Aye: 4 Nay: 0 OLD BUSINESS Stonehaven Senior Living Developer, LLC City Administrator Osberg introduced the item noting this site was part of the overall 100+ acre Stonehaven project. When the Planned Development Amendment and Final Planned Development came in for the senior housing site in 2014, the sound attenuation condition was carried over from the Preliminary Planned Development to the Final Planned Agreement. Osberg noted because the sound attenuation is a condition of the Planned Development, a request to drop that condition from the development requires City Council action. City Planner Ridley gave a staff report. Mike Hoagberg, the applicant, gave a brief overview of the request and was available for questions. Mayor Maguire opened the public comment. There being no public comment, he turned the discussion back to the Council. Councilmember Fields moved, Councilmember Hansen seconded a motion to remove the condition from the Final Planned Development requiring sound attenuation construction standards for a multi- family dwelling located at 1000 Station Trail. Aye: 4 Nay: 0 NEW BUSINESS Rezoning and Preliminary Planned Development — Ryan Companies US, Inc. / Mulcahy Companies City Administrator Osberg introduced the item noting the applicant is proposing to develop an approximately 19,500 s.f. skills development center located east of the existing Minnesota Autism Center. The Council is being asked to consider approval of a rezoning from CGD, Cedar Grove District, to PD, Planned Development, and a preliminary planned development to allow a skills development center, upon approximately 4 acres located at 2100 Silver Bell Road. City Planner Ridley gave a staff report and provided a site map. Dan Mueller, Ryan Companies US, Inc., was available for questions Mayor Maguire opened the public comment. There being no public comment, he turned the discussion back to the Council. City Council Meeting Minutes April 4, 2017 4 page Councilmember Bakken moved, Councilmember Fields seconded a motion to approve a Rezoning from CGD, Cedar Grove District, to PD, Planned Development, upon approximately 4 acres located at 2100 Silver Bell Road. Aye: 4 Nay: 0 Councilmember Bakken moved, Councilmember Fields seconded a motion to approve a Preliminary Planned Development to allow a skills development center, upon approximately 4 acres located at 2100 Silver Bell Road, subject to the following conditions as amended: Aye: 4 Nay: 0 1. A written Preliminary Planned Development Agreement shall be executed and recorded with the County Recorder's office. The following exhibits are necessary for the Preliminary PD Agreement. • Preliminary Site Plan • Preliminary Building Elevations • Preliminary Landscape Plan • Preliminary Site Lighting Plan • Preliminary Signage Plan A written Final Planned Development Agreement shall be executed and recorded with the County Recorder's office prior to issuance of a building permit. Proof of recording shall be provided to the City. The Final Planned Development Agreement shall include the following exhibits: • Final Site Plan • Final Building Elevations • Final Landscape Plan • Final Site Lighting Plan • Final Signage Plan 3. The Preliminary Planned Development shall have a 5 -year term. 4. This development shall be subject to a cash and trails parks dedication payable at the time of Building Permit at the rates then in effect. 5. The applicant shall submit a revised Photometric Plan with total pole heights not to exceed 20' and a maximum 1 foot-candle at the western property line. All parking lot lighting shall provide a minimum of 0.5 foot-candles throughout, with an average to minimum ratio of not more than 4. 6. Rooftop mechanical units shall be shown on the Building Elevations at the time of Final Planned Development, and placement of units 20' from the building edge and parapet height shall be demonstrated on the permit plans. If these measures alone do not fully screen some equipment, additional screening measures shall be employed in accordance with City Code. 7. Detailed sign plans shall be submitted with the Final Planned Development including dimensions, type of construction, and how the signs are to be lit. Conformance with City Code standards will be confirmed at that time. All signs shall require a Sign Permit prior to installation. 8. The type of Wall signage shall comply with City Code standards, located on the north and south elevations only. 9. The monument sign location shall be at least 10' from the property line and outside of the utility easement area. The height of the sign shall not exceed 7'. The base shall be landscaped and match the principal building materials. Design plans for the monument sign shall be provided at the time of Final Planned Development. City Council Meeting Minutes April 4, 2017 5 page 10. Building address numbers shall be installed consistent with the provisions of Section 2.78 of City Code. 11. A detailed grading, drainage, erosion, and sediment control plan shall be prepared in accordance with current City standards and codes prior to Building Permit approval. 12. 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 storm water pollution prevention plans. 13. 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. 14. Erosion control measures shall be installed and maintained in accordance with City code and engineering standards. 15. 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 of the site's new impervious surface area and any other disturbed soils that are not remediated following an approved Soil Management Strategy. 16. The applicant shall modify infiltration basin construction details and notes to clarify appropriate sub -soil over -excavation depth, bioretention soil media replacement, sub -soil ripping, construction notes to prevent equipment within the basin during and after construction, live planting of the basin bottom, effective erosion control at base and top of side -slopes, etc. in accordance with Public Works standards. 17. Prior to proceeding with land disturbing activity, the Property Owner shall enter into a long- term stormwater management system maintenance agreement with the City, detailing the annual inspection and maintenance required to occur to ensure proper operation and performance of the permanent stormwater management system on each parcel, in a form acceptable to the City Attorney. 18. Before the city returns any Stormwater-related Performance Guarantee Fees on the development site, the applicant shall provide the City Engineer as -built plans that demonstrate that all constructed stormwater conveyance structures, stormwater management facilities (sumps, infiltration basin, etc.) conform to design and/or construction plans, as approved by the City. As -built volumes (for retention and detention) shall be provided for the infiltration/bioretention basin. The applicant shall submit to the City Engineer certification that the stormwater management facilities have been installed in accordance with the plans and specifications approved. This certification shall be provided by a Professional Engineer licensed in the State of Minnesota. 19. The applicant shall provide hydrant spacing and locations in accordance with City Fire Department and Public Works standards. 20. The applicant shall submit a proposal/infrastructure plan to be approved by staff to provide telecommunications fiber to the premises (FTTP), for incorporation into the Final Planned Development Agreement. This development shall include the installation of fiber optic cable in its construction plans at the time of Building Permit. 21. Restoration of the street, curb and gutter, boulevard, and sidewalk for the new parking lot access shall be performed in a manner acceptable to the City Engineer. City Council Meeting Minutes April 4, 2017 6 page 22. Cross -easements for ingress/egress and shared parking shall be executed in a form acceptable to the City Attorney. 23. "No Parking/Fire lane" signage shall be installed in the parking lot and driveways, per Fire Department standards, to ensure emergency vehicle access. 24. This development shall be responsible for the acquisition of all regulatory agency permits required by the affected agency prior to Building Permit approval. 25. This development shall accept its financial obligations as defined in the staffs report in accordance with the Final Plat dimensions and the rates in effect at the time of Building Permit. 26. The applicant shall ensure the survival of preserved trees via protection of the tree's 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. 27. The applicant shall ensure the survival of preserved tree's 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. 28. 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. 29. The applicant shall clarify the future impervious additions to the property at time of Final Planned Development. 30. The applicant shall enter into a Payment in lieu of Taxes Agreement (PILOT) under the terms proposed by the applicant in their letter dated March 21, 2017, and in a form acceptable to the City Attorney. Planned Development Amendment — Prime Therapeutics (United Properties) City Administrator Osberg introduced the item noting the site is within the Boulder Lakes Planned Development, which was established in 2006 and called for a multi -story office use on the 2900 Ames Crossing Road parcel. The Planned Development was amended in 2015 to allow two single -story office/warehouse buildings on this lot. Prime Therapeutics is proposing a 5 -story 410,000 s.f. office building on the property located at 2900 Ames Crossing Road, and is proposing parking as a principal use on adjacent property at 505 Shanahan Way. Gordy Stofer III, Eagan Heights LLC, was available for questions. 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 the motion to approve a Planned Development Amendment to change the use and Site Plan from office/warehouse to multi -story office for property located at 2900 Ames Crossing Road, subject to the following conditions: Aye: 4 Nay: 0 1. A written Preliminary Planned Development Agreement shall be executed and recorded with the County Recorder's office. The following exhibits are necessary for the Preliminary PD Agreement. • Preliminary Site Plan City Council Meeting Minutes April 4, 2017 7 page • Preliminary Building Elevations • Preliminary Landscape Plan • Preliminary Site Lighting Plan • Preliminary Signage Plan 2. A written Final Planned Development Agreement shall be executed and recorded with the County Recorder's office prior to issuance of a building permit. Proof of recording shall be provided to the City. The Final Planned Development Agreement shall include the following exhibits: • Final Site Plan • Final Building Elevations • Final Landscape Plan • Final Site Lighting Plan • Final Signage Plan 3. The Preliminary Planned Development shall have a 5 -year term. 4. This development shall be subject to a cash and trails parks dedication payable at the time of Building Permit at the rates then in effect. 5. The applicant shall submit a revised Photometric Plan with total pole heights not to exceed 20' and a maximum 1 foot-candle at the western property line. All parking lot lighting shall provide a minimum of 0.5 foot-candles throughout, with an average to minimum ratio of not more than 4. 6. Rooftop mechanical units shall be shown on the Building Elevations at the time of Final Planned Development, and placement of units 20' from the building edge and parapet height shall be demonstrated on the permit plans. If these measures alone do not fully screen some equipment, additional screening measures shall be employed in accordance with City Code. 7. Detailed sign plans shall be submitted with the Final Planned Development including dimensions, type of construction, and how the signs are to be lit. Conformance with City Code standards will be confirmed at that time. All signs shall require a Sign Permit prior to installation. 8. The type of Wall signage shall comply with City Code standards, located on the north and south elevations only. 9. The monument sign location shall be at least 10' from the property line and outside of the utility easement area. The height of the sign shall not exceed 7'. The base shall be landscaped and match the principal building materials. Design plans for the monument sign shall be provided at the time of Final Planned Development. 10. Building address numbers shall be installed consistent with the provisions of Section 2.78 of City Code. 11. A detailed grading, drainage, erosion, and sediment control plan shall be prepared in accordance with current City standards and codes prior to Building Permit approval. 12. 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 storm water pollution prevention plans. 13. 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. City Council Meeting Minutes April 4, 2017 8 page 14. Erosion control measures shall be installed and maintained in accordance with City code and engineering standards. 15. 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 of the site's new impervious surface area and any other disturbed soils that are not remediated following an approved Soil Management Strategy. 16. The applicant shall modify infiltration basin construction details and notes to clarify appropriate sub -soil over -excavation depth, bioretention soil media replacement, sub -soil ripping, construction notes to prevent equipment within the basin during and after construction, live planting of the basin bottom, effective erosion control at base and top of side -slopes, etc. in accordance with Public Works standards. 17. Prior to proceeding with land disturbing activity, the Property Owner shall enter into a long- term stormwater management system maintenance agreement with the City, detailing the annual inspection and maintenance required to occur to ensure proper operation and performance of the permanent stormwater management system on each parcel, in a form acceptable to the City Attorney. 18. Before the city returns any Stormwater-related Performance Guarantee Fees on the development site, the applicant shall provide the City Engineer as -built plans that demonstrate that all constructed stormwater conveyance structures, stormwater management facilities (sumps, infiltration basin, etc.) conform to design and/or construction plans, as approved by the City. As -built volumes (for retention and detention) shall be provided for the infiltration/bioretention basin. The applicant shall submit to the City Engineer certification that the stormwater management facilities have been installed in accordance with the plans and specifications approved. This certification shall be provided by a Professional Engineer licensed in the State of Minnesota. 19. The applicant shall provide hydrant spacing and locations in accordance with City Fire Department and Public Works standards. 20. The applicant shall submit a proposal/infrastructure plan to be approved by staff to provide telecommunications fiber to the premises (FTTP), for incorporation into the Final Planned Development Agreement. This development shall include the installation of fiber optic cable in its construction plans at the time of Building Permit. 21. Restoration of the street, curb and gutter, boulevard, and sidewalk for the new parking lot access shall be performed in a manner acceptable to the City Engineer. 22. Cross -easements for ingress/egress and shared parking shall be executed in a form acceptable to the City Attorney. 23. "No Parking/Fire lane" signage shall be installed in the parking lot and driveways, per Fire Department standards, to ensure emergency vehicle access. 24. This development shall be responsible for the acquisition of all regulatory agency permits required by the affected agency prior to Building Permit approval. 25. This development shall accept its financial obligations as defined in the staff's report in accordance with the Final Plat dimensions and the rates in effect at the time of Building Permit. 26. The applicant shall ensure the survival of preserved trees via protection of the tree's 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. City Council Meeting Minutes April 4, 2017 9 page 27. The applicant shall ensure the survival of preserved tree's 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. 28. 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. 29. The applicant shall clarify the future impervious additions to the property at time of Final Planned Development. Councilmember Fields moved, Councilmember Bakken seconded a motion to approve a Planned Development Amendment to change the use and Site Plan from office/warehouse to parking as a principal use upon property located at 505 Shanahan Way. Aye: 4 Nay: 0 1. An Amendment to the Boulder Lakes Preliminary Planned Development Agreement shall be executed and recorded with the Dakota County Recorder's office. Proof of recording shall be provided to the City. The PD Amendment Agreement shall require the use on the remaining lots within the PD to be preserved as set forth in the original PD Agreement to maintain compatibility with the Major Office land use and Research and Development zoning designations. The PD Amendment Agreement shall include the following exhibits: a. Site Plan b. Landscape and Tree Mitigation Plan c. Site Lighting Plan 2. For purposes of off-site off-street parking as a principal use on Lot 2, Block 1, Boulder Lakes, the parcel is deemed servient to the principal use located on the dominant parcel of Lot 1, Block 1, Boulder Lakes 3rd Addition. 3. Parking setbacks shall be provided in accordance with the City's Zoning ordinance. Parking lot layout and access shall be as depicted on the approved Site Plan. 4. Parking stalls shall be a minimum of 9'x 18', and drive aisles a minimum 24' wide. 5. Park dedication for the development shall be satisfied through cash dedication. The amount due shall be calculated and collected at the time of Building Permit at the rates then in effect. 6. The existing easement between Lots 1 and 2, Block 1, Boulder Lakes shall be terminated prior to full occupancy of the new building on Lot 1, Block 1, Boulder Lakes 3`d Addn. 7. A cross parking easement/declaration agreement shall be provided, in a form acceptable to the City Attorney, and shall contain a provision that the agreement cannot be terminated without approval from the City. 8. No building permit shall be issued for the servient parcel, Lot 2, Block 1 Boulder Lakes, without first obtaining approval of a PD Amendment to permit a building on the lot. Through the PD Amendment process, evaluation of the parking needs for the servient and dominant parcel can be reevaluated by the City to determine if development of the servient parcel can proceed. LEGISLATIVE/ INTERGOVERNMENTAL AFFAIRS UPDATE There was no legislative/intergovernmental affairs update. City Council Meeting Minutes April 4, 2017 10 page ADMINISTRATIVE AGENDA There were no administrative agenda items to be heard. There were no visitors to be heard. VISITORS TO BE HEARD ADJOURNMENT Councilmember Hansen moved, Councilmember Fields seconded a motion to adjourn the meeting at 6:57 p.m. Aye: 4 Nay: 0 Date Mayor City Clerk MINUTES SPECIAL CITY COUNCIL MEETING APRIL 12, 2017 6:00 P.M. EAGAN MUNICIPAL CENTER City Councilmembers present: Mayor Maguire, Councilmembers Fields, Bakken, Hansen and Tilley. City staff present: City Administrator Osberg ROLL CALL AND ADOPTION OF THE AGENDA Councilmember Fields moved, Councilmember Tilley seconded a motion to adopt the agenda as presented. Aye:5 Nay:0 VISITORS TO BE HEARD There were no visitors to be heard. INTERVIEW ADVISORY COMMISSION APPLICANTS The City Council interviewed 18 applicants for the various openings on the Advisory Planning Commission, Advisory Parks and Recreation Commission, Airport Relations Commission, Energy and Environment Advisory Commission, and Eagan -Inver Grove Heights Watershed Management Organization. It was noted that 13 incumbents reapplied. Ten incumbents have opted to participate in a survey about their experiences to date on their respective commission rather than participate in a formal interview. Two incumbents have elected to schedule an interview. City Administrator Osberg noted a second evening of interviews will take place on Tuesday, April 25 at 6 p.m. to interview the remaining applicants Councilmember Fields moved, Councilmember Tilley seconded a motion to adjourn the meeting at 9:15 p.m. Aye:5 Nay:O Date Mayor City Clerk Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA B. Personnel Items ITEM 1. Action To Be Considered: Authorize the hiring of the following seasonal employees: Kosel, Benjamin A Rausch, Robert W Weldon, Brady N St Martin, Benjamin ITEM 2. Action To Be Considered: Landscape Crew Park Maintenance Park Maintenance Park Maintenance Authorize the hiring of Cavan Denning, Water Quality Intern. Facts: ➢ This position was budgeted in 2017 ITEM 3. Action To Be Considered: Authorize the hiring of Ashley Gengler, Finance Intern. Facts: ➢ This position was budgeted in 2017 ITEM 4. Action To Be Considered: Accept the resignation of Scott Ingalsbe, Volunteer Firefighter. Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA C. Ratify Check Registers Action To Be Considered: To ratify the check registers dated March 31 and April 7, 2017 as presented. Attachments: (2) CC -1 Check register dated March 31, 2017 CC -2 Check register dated April 7, 2017 Agenda Information Memo April 18, 2017, Eagan City Council Meeting CONSENT AGENDA D. Approve Contracts Action To Be Considered: To approve the ordinary and customary contracts listed below. Facts: ➢ The contracts listed below are in order for Council approval. Following approval, the contracts will be electronically executed by the Mayor and City Clerk. Contracts to be approved: ➢ Retirement Enhancement and Benefit Alternatives Voluntary Employees' Beneficiary Association (VEBA) Adoption Agreement with SELECTACCOUNT ➢ Lease Agreement with St. Croix Harley-Davidson for the lease of a 2017 Harley- Davidson Police Motorcycle Attachments: (0) The contracts are available from the City Clerk's Office. Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA E. Approve agreement allowing HealthEast Transportation to house an ambulance at Fire Station Three Action To Be Considered: Approve agreement allowing HealthEast Transportation to house an ambulance at Fire Station Three. Facts: ➢ HealthEast has housed one ambulance at an Eagan Fire Station since the 1970's. ➢ With our consolidation of fire stations and Fire Station Five closing May 1St, HealthEast will be relocated to Fire Station Three at Wilderness Run Road and Pilot Knob Road. ➢ The space includes a garage bay space for their ambulance and an office area for their paramedics. ➢ This agreement simply formalizes this practice. ➢ The City Attorney's Office has prepared a Memorandum of Understanding to be approved by the Mayor and Council. ➢ Staff is recommending approval of this agreement. Attachments: (1) CE -1 Memorandum of Understanding MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("Agreement") is made this _ day of April, 2017, by and between the City of Eagan, a Minnesota municipal corporation (hereinafter the "City"); and HealthEast Care System, a Minnesota non-profit corporation d/b/a HealthEast Medical Transportation (hereinafter "HealthEast"). (The City and HealthEast are hereinafter collectively referred to as the "Parties"). WHEREAS, the City currently has bay space and office space available for rent at Fire Station No. 3 located at 4930 Pilot Knob Road, Eagan, Minnesota 55123 ("Station No. Y); and WHEREAS, the Parties currently have a Memorandum of Understanding dated July 7, 2015, ("2015 Memorandum of Understanding"); and WHEREAS, the 2017 market rate for rental space in Eagan for similar space is approximately $9.00 per square foot for garage space and $12.50 per square foot for office space; and WHEREAS, the City will be required to pay its janitorial contractor an additional fee for cleaning any space rented within Station No. 3; and WHEREAS, HealthEast is in need of bay space and office space and also has certain medical equipment and expertise that it can offer members of the City's Fire Department; and WHEREAS, the City is willing to provide bay space and office space at Station No. 3 and HealthEast is willing to provide equipment and training in lieu of any rental payment all upon the terms and conditions contained herein; and NOW, THEREFORE, this Memorandum of Understanding serves to express a mutual understanding of the Parties. Although this Memorandum of Understanding is not a legally binding agreement, the Parties recognize the value of expressing understanding regarding our collaboration. TERMINATION OF THE 2015 MEMORANDUM OF UNDERSTANDING. The Parties agree that the 2015 Memorandum of Understanding shall terminate on April 18, 2017. The Parties agree that this Agreement supersedes all prior agreements. 2. USE OF BAY SPACE AND OFFICE SPACE. The City shall make one apparatus bay (approximately 1,000 square feet), a small office and a shared day room/kitchen space (approximately 500 square feet) available to HealthEast throughout the term of this Agreement. The City's Fire Chief shall solely determine the location of the Bay/Office Space within Station No. 3. VALUE OF THE BAY SPACE, AND OFFICE SPACE. The Parties agree that the 2017 rental value of Bay/Office Space is approximately $1,300.00 per month, plus an additional $200.00 per month for janitorial services associated with the Bay/Office Space, for a total value of $1,500.00 per month. 4. SERVICES TO BE PROVIDED BY HEALTHEAST. In exchange for the City making Bay/Office Space available within Station No. 3 and the City foregoing the collection of rent associated with the Bay/Office Space, HealthEast shall provide throughout the term of this Agreement the following services to the City free of charge: a. EMT training for Eagan Firefighters that want to upgrade their level of EMS training from First Responder to EMT (approximately 10firefighters per year); b. Continued restocking of supplies used by Eagan Firefighters responding to medical scenes throughout the City; C. Continued exchange of medical equipment used at medical scenes throughout the City; and d. Assistance with medical equipment purchases as may be mutually agreed upon between the Parties. 5. FUNDING. There will be no exchange of funds between the parties in connection with the services provided under this Memorandum of Understanding. 6. INDEMNIFICATION. HealthEast shall indemnify and hold the City harmless from any and all claims, including attorneys' fees, arising out of or related to HealthFast's use of Station No. 3. 7. TERM OF AGREEMENT. This Agreement shall commence on April 18, 2017, and shall terminate pursuant to Section 8. S. nitmw nom Either the City or HealthEast may terminate this Agreement upon thirty (30) days written notice to the other party. 9. NOTICES. Any notice required or permitted under this Agreement shall be in writing and shall be deemed to be given when and if sent by certified mail, return receipt requested, postage prepaid, properly addressed as 2 follows, or such other address as may hereafter be designated in writing by either of the Parties: If to HealthEast: HealthEast Care System d/b/a HealthEast Medical Transportation Attn: Tom Edminson, Director - HEMT 799 Reaney Avenue St. Paul, MN 55106 If to City: City of Eagan Attn: Mike Scott, City Fire Chief 3830 Pilot Knob Road Eagan, MN 55121 10. INSURANCE. All vehicles, equipment and personal property stored by HealthEast within Station No. 3 is at HealthEast's SOLE RISK. HealthEast understands that the City will not insure HealthEast's vehicles, equipment and personal property and that HealthEast is solely obligated under the terms of this Agreement to insure its vehicles, equipment and personal property. To the extent HealthEast's insurance lapses or HealthEast does not obtain insurance coverage for the full value of the vehicle(s), equipment and personal property stored at Station No. 3, HealthEast agrees that it assumes all risk of loss. 11. No WARRANTIES. The City hereby disclaims any implied or express warranties, guarantees or representations of the nature, condition, safety or security of Station No. 3. HealthEast hereby acknowledges that the City does not represent or guarantee the safety or security of Station No. 3 and this Agreement does not create any contractual obligation for the City to increase or maintain such safety or security at Station No. 3. 12. RESTRICTION OF ACCESS TO PROPERTIES. The City reserves the right to restrict the number of HealthEast personnel that may have access to Station No. 3. City of Eagan, a Minnesota municipal corporation By: Mike Maguire Its: Mayor By: Christina A Scipioni Its: Clerk HealthEast Care System, a Minnesota non -profs rporation d/b/a H East Medical Transportation By: /E7= dmmson Its: Director, HEMI Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA F. Approve a Resolution to Accept a Donation from the Eagan Lion's Club in the amount of $10,000 for the Fire Department and authorize the necessary Budget Adjustments Action To Be Considered: To approve a resolution to accept a donation from the Eagan Lion's Club in the amount of $10,000 for the Fire Department and authorize the necessary budget adjustment. Facts: ➢ The Eagan Fire Department recently received a donation from the Eagan Lion's Club in the amount of $10,000. ➢ The Lion's Club would like the funds to be used to purchase wellness equipment for firefighters to use at Fire Station Two. ➢ The attached resolution authorizes the Fire Department to accept the donation. Attachments: (1) CF -1 Resolution EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF EAGAN, DAKOTA COUNTY, MINNESOTA A regular meeting of the City Council of the City of Eagan, Dakota County, Minnesota, was duly held at the Eagan Municipal Center located at 3830 Pilot Knob Road, in said City on April 18, 2017, at 6:30 p.m. The following members were present: Hansen, Bakken, Fields, Maguire, and Tilley. Member introduced the following resolution and moved its adoption: RESOLUTION ACCEPTING DONATION TO THE CITY OF EAGAN WHEREAS, the City Council of the City of Eagan encourages public donations to help defray the costs to the general public of providing services in Eagan; and WHEREAS, The Eagan Lion's Club has offered to donate $10,000 for use by the City of Eagan Fire Department; and WHEREAS, Minnesota Statutes §465.03 requires that all gifts and donations of real or personal property be accepted only with the adoption of a resolution approved by two-thirds of the members of the City Council; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eagan, Dakota County, Minnesota, that the donation is hereby accepted for use by the City; BE IT FURTHER RESOLVED, that the City sincerely thanks The Eagan Lion's Club for the gracious and generous donation. ADOPTED this 18th day of April, 2017 Mike Maguire, Mayor ATTEST: Christina Scipioni, City Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member and upon the vote being taken thereon, the following voted in favor: and the following voted against the same: WHEREUPON, said resolution was declared duly passed and adopted and was signed by the Mayor and his signature attested by the City Clerk. Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA G. Contract 16-14, Central Maintenance Campus — Salt Storage Building Final Payment Action To Be Considered: Approve the final payment for Contract 16-15 (Central Maintenance Campus — Salt Storage Building) in the amount of $30,015.55 to A & B Construction and accept the improvements for perpetual City maintenance subject to warranty provisions. Facts: ➢ Project 1206 provided for Phase 1 of a Central Maintenance Facility expansion and consists of additional heated vehicle storage and equipment bays, enlarged and updated service bays, as well as a salt storage building. ➢ On March 15, 2016, the City Council awarded the contract to A & B Construction, for the base bid of $209,371.00. ➢ On January 17, 2017, the City Council approved Change Order 1, which provided for corrections to the foundation construction needed to address unforeseen soil conditions and the deletion of the tanker fill arm from the scope of the contract. This provided an additional cost of $19,547.00 (9.33% of the original contract). ➢ 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 April 18, 2017 Eagan City Council Meeting CONSENT AGENDA H. Contract 17-14, Citywide Traffic Signal Painting Action To Be Considered: Receive the quotes and award Contract 17-14 (Citywide Traffic Signal Painting) to OLS Restoration, Inc., for the Base Bid in the amount of $26,330 and authorize the Mayor and City Clerk to execute all related documents. Facts: ➢ Contract 17-14 provides for the reconditioning and painting of City -owned traffic signals located at the following intersections: o TH 55 and Eagandale Boulevard o TH 3 and Red Pine Lane ➢ Contract 17-14 also provides for the reconditioning and painting of 131 city - owned streetlight poles in the Central Area which were recently retrofitted with LED light fixtures. ➢ On June 7, 2016, the City Council approved the 5 -year Capital Improvement Plan for Public Works Infrastructure, Part III (2017-2021) and authorized the initiation of the public improvement process for the 2017 programmed improvements. ➢ On April 13, 2017, two quotes were received for this project. A copy of the quote summary is enclosed. ➢ All quotes have been reviewed for compliance with the specifications. The bid from OLS Restoration, Inc. has been reviewed by the Public Works Department and found to be in order for favorable Council action. Attachments (2) CH -1 Quote Summary CH -2 Location Map QUOTE SUMMARY 2017 TRAFFIC SIGNAL PAINTING CITY CONTRACT 17-14 Quote Date: Thursday, April 13, 2017 Bidders Total Base Quote 1. OLS Restoration, Inc $ 26,330 2. Pole Painting Plus $ 39,695 $ 26,330 $ 38,490 -31.6% 'Pawing Lost SIPUr (j'OIf COLirSe m 3sE „, Perkiins Restaurant Eagan 1 ,iffy Lube Go I Streetlight painting Alexander's Mobility Services $5 149 Thomson Reuters I S 0 Eagan High School Rd Lebanon Hills Rewortef Pars C" Traffic Signal Painting 0 Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA I. Project 1251— Lexington Avenue (CSAH 43) / Lone Oak Road (CSAH 26) Intersection Improvements Action To Be Considered: Approve a Joint Powers Agreement with the Dakota County Transportation Department for Project 1251 (Lexington Avenue (CSAH 43)/Lone Oak Road (CSAH 26) Intersection Improvements), and authorize the Mayor and City Clerk to execute all related documents. Facts: ➢ On June 7, 2016, the City Council approved the City's 5 -Year Capital Improvement Plan (2017-2021 CIP), including the intersection improvements of Lexington Avenue (CSAH 43) / Lone Oak Road (CSAH 26), with a phased schedule for engineering design and right-of-way acquisition in 2017, and construction in 2018. These improvements have been coordinated with the County and are also programmed in the Dakota County Transportation Department's 5 -Year CIP. ➢ The improvements at the intersection consist of turn lane construction, roadway expansion, trail reconstruction and traffic signal system upgrades. ➢ The County is proposed to be the lead agency for the design and construction management of these improvements. ➢ Similar to other cost sharing initiatives between the City and County, a Joint Powers Agreement has been prepared by the County for formal approval by the City. As set forth in the agreement and according to County policy, the City's financial responsibility, after any federal funding, will be 45% of the remaining cost, with Dakota County financing 55%. The total estimated project cost is $3,507,000, with $2,120,000 of the cost being addressed by federal funding. The Major Street Fund would finance the City's share ($624,150) of the remaining costs ($1,387,000). ➢ The agreement has been reviewed by the Public Works Department, is consistent with past similar agreements reviewed by the Attorney's office, and is in order for favorable Council action. Attachments (1) CI -1 Joint Powers Agreement Dakota County Contract No. C0028948 JOINT POWERS AGREEMENT FOR ENGINEERING, RIGHT OF WAY ACQUISITION AND CONSTRUCTION BETWEEN THE COUNTY OF DAKOTA AND THE CITY OF EAGAN FOR STATE PROJECT NO. 019 -626 -024, 195 -020 - COUNTY PROJECT NO. 26-52 CITY PROJECT NO. 1251 SYNOPSIS: Dakota County and the City of Eagan agree to the reconstruction of the intersection of County State Aid Highway (CSAH) 26 (Lone Oak Road) and CSAH 43 (Lexington Avenue) with exclusive dual left turn lanes on the CSAH 43 northbound and southbound approaches to CSAH 26; all in Eagan, Dakota County. County Project No. 26-52; City Project No. 1251 Contract No. C0028948 March 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 "the City'; 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, CP 26-52 is the reconstruction of the intersection of County State Aid Highway (CSAH) 26 (Lone Oak Road) and CSAH 43 (Lexington Avenue) with exclusive dual left turn lanes on the CSAH 43 northbound and southbound approaches to CSAH 26; and WHEREAS, Dakota County is the lead agency for CP 26-52 with construction scheduled to begin in spring 2018; and WHEREAS, the County applied for and will receive Federal funding for CP 26-52 through the Surface Transportation Program regional solicitation for roadway reconstruction/modernization; and WHEREAS, Federal funding in the amount of $2,120,000 has been programmed which will cover a portion of the Project's construction costs; and WHEREAS, the County and the City have included this Project in their Capital Improvement Programs and will jointly participate in the costs of said intersection construction and highway expansion after applying Federal funds; and WHEREAS, costs for CP 26-52 will be shared between the City, estimated at $795,600, and the County, estimated at $972,400, in accordance with the adopted County Policy. NOW, THEREFORE, it is agreed that the County and the City will share Project responsibilities; and after deducting Federal funding, jointly participate in the remaining costs associated with the Project, and related activities as described in the following sections: 1. Engineering. Design engineering including all aspects of the Project (public involvement, agency involvement, preliminary/final design etc.), surveying, mapping, construction engineering, construction management, construction inspection and all related materials testing, including the cost of County and City staff time for these purposes, shall be split based on the County's and City's share of the final construction costs in accordance with the County's Transportation Plan Cost Participation Policy as of November 1, 2015. Engineering fees shall not exceed 25 percent of project costs. 011 County Project No. 26-52; City Project No. 1251 Contract No. C0028948 March 22, 2016 2. Construction Items. After deducting Federal funding, the costs for the reconstruction of the intersection of CSAH 26 (Lone Oak Road) and CSAH 43 (Lexington Avenue) with exclusive dual left turn lanes on the CSAH 43 northbound and southbound approaches to CSAH 26 shall be shared in the amount of fifty-five percent (55%) by the County and forty-five percent (45%) by the City. Cost sharing includes all roadway and highway construction items; replacement or restoration of trails and sidewalks, landscaping and driveways when affected by construction; replacement or adjustment of water and storm sewer systems, if required due to reconstruction; mitigation required by state and federal permits including accessibility requirements; storm sewer, County's share of water pollution best management practices, based on contributing flows, meeting National Urban Runoff Protection (NURP) standards; temporary widening or other measures if required as part of traffic control or project staging; replacement or restoration of fences, landscaping and driveways when affected by construction; replacement or adjustment of sanitary sewer, water and storm sewer systems, if required due to construction; relocating or adjusting privately owned utilities when not performed at the expense of the utility; replacement of roadway lighting, if required due to construction, elements integral to the safe design and operation of the roadway, and all other construction aspects outlined in the plan except for elements as called out under this agreement or the current Dakota County Transportation Plan. 3. City Utilities. Except as stated in the above sections of this Agreement, the City shall pay all other costs for new sanitary sewer, water mains and appurtenances constructed as part of this Project. Further, the City shall be responsible for the maintenance of all such facilities after completion of the Project. 4. Plans and St)ecifications. The County is the lead agency for project design and of the Project, effective upon execution of this Agreement by both Parties. The County shall prepare the complete plans, specifications and contract documents for County Project 26-47 consistent with State Aid design standards and the Dakota County Transportation Plan. The City shall approve the plans and specifications prior to the County advertising for bids. The County Board will award the contract for construction to the lowest responsive and responsible bidder in accordance with state law. 5. Right -of -Way. The County will undertake all actions necessary to acquire all permanent and temporary highway right of way, and will acquire all right of way for trail construction, drainage and ponding, and water pollution control best management practices for the Project. Except as set forth below, the costs of acquiring highway right of way, including right of way for drainage inlets and outlets, shall be shared in the amount of 55% by the County and 45% by the City. Any right of way costs for new sanitary sewer, water mains and appurtenances, and aesthetic elements outside of the right of way needed for the highway improvements shall be the responsibility of the City. The City will temporarily assign to the County, for the period of construction, all adjacent city -controlled public easements and real 3 County Project No. 26-52; City Project No. 1251 Contract No. C0028948 March 22, 2016 property and rights-of-way necessary to construct the project. This includes, but is not limited to real property, sidewalk or trail easements, landscape easements, and drainage and utility easements. City jurisdiction over City controlled easements and real property will be restored to the City upon final completion of the construction Project. In addition to the temporary use of all adjacent city -controlled public easements and real property and rights-of-way, the City shall grant the County any Highway easements for the Project. 6. Pro�ect Cost Updates. The County will provide updated cost estimates to the City showing the County and City 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 City at the following times: • prior to approval of the appraised values for any necessary right of way acquisitions, • 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 by the County Engineer. The County, in turn, will bill the City for its share of the Project costs. Upon presentation of an itemized claim by one agency to the other, the receiving agency shall 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. 8. 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. Both Parties shall endeavor to provide timely approval of change orders and supplemental agreements so as not to delay construction operations. 4 County Project No. 26-52; City Project No. 1251 Contract No. C0028948 March 22, 2016 9. Amendments. Any amendments to this Agreement will be effective only after approval by both governing bodies and execution of a written amendment document by duly authorized officials of each body. 10. Effective Dates. 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, 2021. 11 Final completion. Final completion of the construction Project must be approved by both parties. 12. Storm Sewer Construction and Maintenance. The City shall be responsible for assisting with storm sewer inspection including having an inspector on-site during storm sewer installation. Upon final acceptance of the Project, maintenance of storm sewer systems shall be provided in accordance with the current County and City Maintenance Agreement. The County will participate in replacement or repair of storm sewer constructed by this Project in accordance with County policies included in the County's Transportation Plan as of November 1, 2015. 13. Sidewalks and Trails. Upon final acceptance of the Project, maintenance of sidewalk and trails shall be provided in accordance with the current County and City Maintenance Agreement. The County and the City shall be responsible for the costs of trail resurfacing or reconstruction in accordance with County policies included in the County's current Transportation Plan. 14. Pavement Maintenance. Upon acceptance of the Project, the City shall be responsible for all pavement maintenance within City right-of-way and the County shall be responsible for all pavement maintenance within County right-of-way unless necessitated by a failure of a municipal utility system or installation of new facilities. 15. Subsequent Excavation. After completion of the Project, and after expiration of the warranty period regarding repair, if excavation within County right-of-way is necessary to repair or install water, sewer, or other city utilities, the City shall restore the excavated area and road surface to substantially the condition at the time of disturbance. If the City employs its own contractor for the above described water, sewer or other utility repair or installation, the City shall hold the County harmless from any and all liability incurred due to the repair or installation of said water, sewer or other municipal utility including, but not limited to, the costs of repair as well as liability to third parties injured or damaged as a result of the work. If the City fails to have the highway properly restored, the County Engineer may have the work done and the City shall pay for the work within 30 days following receipt of a written claim by the County. 5 County Project No. 26-52; City Project No. 1251 Contract No. C0028948 March 22, 2016 16. Rules and Regulations. The County and the City shall abide by Minnesota Department of Transportation standard specifications, rules and contract administration procedures, and State statutes as applicable to carrying out the work contemplated in this Agreement unless amended by the contract specifications. 17. Indemnification. The County agrees to defend, indemnify, and hold harmless the City 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 City agrees 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 or resulting from negligent acts or omissions of the City and/or those of City 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 City as additional insured in the contract documents. 18. Employees of Parties. Any and all persons engaged in the work to be performed by the County shall not be considered employees of the City, for any purpose, including Worker's Compensation, and any and all claims that may or might arise out of said employment context on behalf of said employees while so engaged, and any and all claims made by any third party as a consequence of any act or omission on the part of said employees while so engaged on any of the work contemplated herein shall not be the obligation or responsibility of the City. Any and all persons engaged in the work to be performed by the City shall not be considered employees of the County for any purpose, including Worker's Compensation, and any and all claims that may or might arise out of said employment context on behalf of said employee while so engaged. Any and all claims made by any third party as a consequence of any act or omissions of the part of the City's employees while so engaged on any of the work contemplated herein shall not be the obligation or responsibility of the County. 19. Audits. Pursuant to Minnesota Statutes Sec 16 C. 05, Subd. 5, any books, records, documents, and accounting procedures and practices of the County and the City relevant to the Agreement are subject to examination by the County or the City and either the Legislative Auditor or the State Auditor as appropriate. The County and the City agree to maintain these records for a period of six years from the date of performance of all services covered under this Agreement. Dakota County will be financially responsible for the cost of the audit. 20. 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 Project No. 26-52; City Project No. 1251 Contract No. C0028948 March 22, 2016 County and the City regarding the Project; whether written or oral. All agreements for future maintenance or cost responsibilities shall survive and continue in full force and effect in accordance with the Dakota County Transportation Plan after completion of the construction provided for in this Agreement. 21. Authorized Representatives. The authorized representatives for the purpose of the administration of this Agreement are: Mark Krebsbach (or successor) John Gorder (or successor) Dakota County Transportation Director/County Engineer City Engineer, City of Eagan 14955 Galaxie Avenue 3830 Pilot Knob Road Apple Valley, MN. 55124 Eagan, MN 55122 (952) 891-7100 (651) 675-5000 All notices or communications required or permitted by this Agreement shall be either hand delivered or mailed by certified mail, return receipt requested, to the above addresses. Either party may change its address by written notice to the other party. Mailed notice shall be deemed complete two business days after days after the date of mailing. [SIGNATURE PAGE TO FOLLOW] N:lHighwaylAgreementsl20l7l26-52 Eagan C0028948.docx 7 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: County Engineer COUNTY BOARD RESOLUTION: No: 17- Date: April 4, 2017 KS- CITY OF EAGAN By Mayor (SEAL) By City Clerk DAKOTA COUNTY APPROVED AS TO FORM: Assistant County Attorney / Date By: Physical Development Director Date: Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA J. Inver Grove Heights Water System Interconnection Agreement Action To Be Considered: Approve a Water Main Interconnection Agreement with the City of Inver Grove Heights and authorize the Mayor and City Clerk to execute all related documents. Facts: ➢ The proposed agreement provides for the controlled interconnection of the water main systems of both Eagan and Inver Grove Heights, for use by either City in the event of an emergency, in northeast Eagan or northwest Inver Grove Heights. ➢ The current water supply piping system in the northwest area of Inver Grove Heights results in a long "dead-end" water main, making it susceptible to loss of adequate water flow or pressure in an emergency. ➢ Eagan has a looped water system in northeast Eagan, with additional looping being completed in accordance with the Council approved Water Supply Plan as part of the Viking Lakes development. While Eagan's system is sufficient in this area of the city, a connection to the Inver Grove Heights water system will make Eagan even less susceptible to inadequate water flow or pressure in an emergency. ➢ Inver Grove Heights proposes to construct the desirable water main connection and control valves, to be used by either city under terms of the agreement, and finance all associated construction costs. ➢ The agreement is being presented to the City Council for their consideration of approval. It has been reviewed by Public Works staff and the City Attorney and found to be in order for favorable consideration. Attachments (2) CJ -1 Water Main Interconnection Agreement CJ -2 Location Map WATER SYSTEM INTERCONNECTION AGREEMENT BY AND BETWEEN CITY OF INVER GROVE HEIGHTS AND CITY OF EAGAN THIS WATER SYSTEM INERCONNECTION AGREEMENT (Agreement) is made, entered into and effective this 10th day of April, 2017, by and between the City of Inver Grove Heights, a Minnesota municipal corporation (hereafter referred to as "IGH") and the City of Eagan, a Minnesota municipal corporation (hereafter referred to as "Eagan"). Subject to the terms and conditions hereafter stated and based on the representations, warranties, covenants, agreements and recitals of the parties herein contained, the parties do hereby agree as follows: ARTICLE 1 DEFINITIONS 1.1 Terms. The following terms, unless elsewhere specifically defined herein, shall have the following meanings as set forth below. 1.2 IGH. IGH means the City of Inver Grove Heights, a Minnesota municipal corporation, and its successors and assigns. 1.3 Eagan. Eagan means the City of Eagan, a Minnesota municipal corporation, and its successors and assigns. 1.4 Interconnection. Interconnection means the connection of the IGH water system and the Eagan water system within existing utility easements at or near the intersection of Dakota County State Aid Highway 26 and the IGH / Eagan corporate boundary pursuant to and in the manner shown on the Interconnection Plan. 1.5 Interconnection Plan. Interconnection Plan means that certain construction plan showing the interconnection of the Eagan water system and the IGH water system as part of IGH Improvement Project 2017-02 prepared by Bolton & Menk dated February 27, 2017 on file with both the Eagan Contact and the IGH Contact. 1.6 Ea_=an Contact. Eagan Contact means the Eagan Water Utility Superintendent or designees thereof. 1.7 IGH Contact. IGH Contact means the IGH Water Utility Superintendent or designees thereof. 1.8 Construction Deadline. Construction Deadline means on or before November 15, 2017. 1.9 Connection Components. Connection Components means and includes the following: a.) The vault and appurtenances where the physical connection of the water systems will occur. b.) The valve on the Eagan side of the vault that controls water now through the Interconnection. c.) A fire hydrant on the Eagan side of the vault. d.) The valve on the IGH side of the vault that controls water flow through the Interconnection. e.) A fire hydrant on the IGH side of the vault. £) The piping from the Eagan valve to the IGH valve. 1.10 Emer,_,ene _Event. Emergency Event means and includes any of the following: a.) There has been a break or disruption of a water main. b.) Due to regulatory requirements, the water system has to be shutdown. c.) Due to necessary or advisory testing of the water system, the water system has to be shutdown. d.) Construction activity affecting the water system requires a shutdown of the water system. e.) The city has issued a declaration of emergency pursuant to State law or local ordinance. f.) Scheduled or unscheduled substantial repair or maintenance of the water system requires shut down of the water system. g.) The water treatment plant is shutdown. -2- h.) In the reasonable judgment of the Director of Public Works from the city receiving the water, the Director or designee determines that the city water system has to be shutdown. 1.11 IGH Water Rate. IGH Water Rate means the water billing rate charged by IGH for industrial users with large consumption, as amended and determined by IGH from time to time. 1.12 Ea, -,an Water Rate. Eagan Water Rate means the water billing rate charged by Eagan for industrial users with large consumption, as amended and determined by Eagan from time to time. ARTICLE 2 RECITALS Recital No. 1. Eagan is a municipal corporation. IGH is a municipal corporation. Eagan owns and operates a municipal water system within its corporate boundaries. IGH owns and operates a municipal water system within its corporate boundaries. Recital No. 2. The water systems in IGH and Eagan are compatible with each other in terms of water quality, general design and water pressure. Recital No. 3. Eagan and IGH desire to create an Interconnection between the two systems to deal with Emergency Events so that a continuous supply of water will be provided within the city where the Emergency Event occurred for the duration of the Emergency Event. Recital No. 4. The Interconnection will only become functional and operational when an Emergency Event occurs. Only when the Interconnection becomes functional and operational will water flow from city to city. Recital No. 5. In general, the Interconnection involves the physical connection of a twelve inch diameter water main in Eagan with a twelve inch diameter water main in IGH at a location within public utility easements at or near the intersection of Dakota County State Aid Highway 26 and the corporate border of Eagan and IGH. Recital No. 6. The Interconnection contains the Connection Components as shown on the Interconnection Plan. Recital No. 7. The Interconnection serves and promotes the health, safety and welfare of both Eagan and IGH. ARTICLE 3 AGREEMENTS -3- 3.1. Approval of Interconnection. Eagan approves the Interconnection and the Interconnection Plan. IGH approves the Interconnection and the Interconnection Plan. 3.2. Construction of Interconnection. At its expense, IGH shall construct the Interconnection in accord with the Interconnection Plan. Such construction shall be completed no later than the Construction Deadline. 3.3. Maintenance and Repair. IGH, at its expense, shall maintain and repair the Connection Components except for the hydrant in Eagan and the valve in Eagan. Maintenance by IGH shall conform to best practices in the industry and shall meet the IGH standards for its water system as amended from time to time by IGH. In all events, IGH is not responsible for any maintenance or repair of the Eagan water system lying on the Eagan side of the Eagan valve. Eagan, at its expense, shall maintain and repair the hydrant in Eagan and the valve in Eagan. Maintenance by Eagan shall conform to best practices in the industry and shall meet the Eagan standards for its water system as amended from time to time by Eagan. In all events, Eagan is not responsible for any maintenance or repair of the IGH water system lying on the IGH side of the IGH valve. 3.4. Procedure to Make Interconnection 01}erational and Functional. Unless an Emergency Event has occurred, the Interconnection will not be operational and functional; in such a situation, water will not flow between Eagan and IGH and the Eagan valve will be closed and the IGH valve will be closed. If an Emergency Event occurs within a city as determined by the Contact person for that city, then the Contact person for that city may open the IGH valve and the Eagan valve and make the Interconnection operational and functional. The Contact person for the city receiving the water shall notify the Contact person of the other city as soon as practical but no later than twelve hours after the Interconnection has become operational and functional. If the Contact person for the city receiving the water estimates that the Interconnection will be operational and functional for more than two weeks, then the city receiving the water will as soon as practical install a water meter at the Interconnection to meter the water flowing into the receiving city after the two week period. The city receiving the water shall bear the cost of obtaining the water meter and installing the water meter. In all events, if the Interconnection is operational and functional for more than two weeks, the city receiving the water will, at its expense, install the water meter. If the Interconnection is operational and functional for two or fewer weeks, the city receiving the water is not obligated to pay the city providing the water. If the Interconnection is operational and functional for more than two weeks, the city receiving the water is obligated to pay the city providing the water per the quantities shown by the meter. In such instance, Eagan -4- shall charge and IGH shall pay the Eagan Water Rate and IGH shall charge and Eagan shall pay the IGH Water Rate. Payment shall be made within thirty days after invoicing is made. The Interconnection shall remain operational and functional only during the duration of the Emergency Event. Once the Emergency Event has ceased, the Contact person for the receiving city shall close the valves in Eagan and IGH and shall notify the Contact person in the other city. The city that experiences the Emergency Event shall make good faith reasonable efforts to lessen, minimize and cure the Emergency Event. 3.5. Form of Notice between Contact Persons. The type and manner of notice from the Eagan Contact to the IGH Contact and from the IGH Contact to the Eagan Contact as stated in Section 3.4 may be by personal delivery of a writing, or by telephone or by e-mail or by text message or by regular mail. 3.6 Indemnification of Eagan. IGH and its successors and assigns do hereby agree to indemnify, defend and hold Eagan, and the Eagan Council, agents, employees, attorneys and representatives harmless against and in respect of any and all claims, demands, actions, suits, proceedings, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees that Eagan incurs or suffers, by way of future third party claims against Eagan, which arise out of, result from or relate to the delivery of Eagan water to IGH through the Interconnection and the quality of such water and the use of such water by IGH in the IGH water system. 3.7 Indemnification of IGH. Eagan and its successors and assigns do hereby agree to indemnify, defend and hold IGH, and the IGH Council, agents, employees, attorneys and representatives harmless against and in respect of any and all claims, demands, actions, suits, proceedings, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees that IGH incurs or suffers, by way of future third party claims against IGH, which arise out of, result from or relate to the delivery of IGH water to Eagan through the Interconnection and the quality of such water and the use of such water by Eagan in the Eagan water system. 3.8 Release of Eaizan. IGH does hereby waive, release, and discharge and covenant not to sue with regard to all future claims of IGH against Eagan which result from or relate to the quality of the water delivered by Eagan to IGH through the Interconnection. 3.9 Release of IGH. Eagan does hereby waive, release, and discharge and covenant not to sue with regard to all future claims of Eagan against IGH which result from or relate to the quality of the water delivered by IGH to Eagan through the Interconnection. 3.10 Termination of Agreement. This Agreement may be terminated upon the occurrence of any of the following events: a. The parties may mutually determine to terminate the Agreement; or -5- b. Any party, upon 24 months advance written notice to the other party, may terminate the Agreement; the termination date shall be at least 24 months after the date of effective notice and the termination date shall be specified in the notice. For purposes of this Section 3. 10, notice means notices given by one party to the other if in writing and if and when delivered or tendered either in person or by depositing it in the United States mail in a sealed envelope, by certified mail, return receipt requested, with postage and postal charges prepaid, addressed as follows: If to IGH: City of Inver Grove Heights Attention: City Public Works Director 8150 Barbara Avenue Inver Grove Heights, MN 55077 If to Eagan: City of Eagan Attention: City Public Works Director 3830 Pilot Knob Road Eagan, MN 55122 or to such other address as the party addressed shall have previously designated by notice given in accordance with this Section. Notices shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed as provided above, provided, that a notice not given as above shall, if it is in writing, be deemed given if and when actually received by a party. ARTICLE 4 MISCELLANEOUS 4.1 No Third Parte Recourse. Third parties shall have no recourse against Eagan or IGH under this Agreement. 4.2 Binding Agreement. The parties mutually recognize and agree that all terms and conditions of this Agreement shall forever be binding upon the parties and their successors and assigns. 4.3 Amendment and Waiver. The parties hereto may by mutual written agreement amend this Agreement in any respect. Any party hereto may extend the time for the performance of any of the obligations of another, waive any inaccuracies in representations by another contained in this Agreement or in any document delivered pursuant hereto which inaccuracies would otherwise constitute a breach of this Agreement, waive compliance by another with any of the covenants contained in this Agreement and performance of any obligations by the other or waive the fulfillment of any condition that is precedent to the performance by the party so waiving of any of its obligations under this Agreement. Any agreement on the part of any party for any such amendment, extension or waiver must be in writing. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. no 4.4 Governing Law. This Agreement shall be governed by and construed in accord with the laws of the State of Minnesota. 4.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 4.6 Headings. The subject headings of the sections in this Agreement are included for purposes of convenience only, and shall not affect the construction of interpretation of any of its provisions. [the remainder of this page was intentionally left blank] -7- IN WITNESS WHEREOF, City of Eagan and City of Inver Grove Heights have executed this Agreement on the day and year first stated above. CITY OF INVER GROVE HEIGHTS George Tourville, Mayor ATTEST: Michelle Tesser, City Clerk (CITY SEAL) STATE OF MINNESOTA W COUNTY OF DAKOTA On this 10t' day of April, 2017, before me a Notary Public within and for said County, personally appeared George Tourville and Michelle Tesser, to me personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and City Clerk of the City of Inver Grove Heights, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed on behalf of said municipality by authority of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipality. Notary Public CITY OF EAGAN By: Mike Maguire Its: Mayor r:7w1IMI Christina M. Scipioni City Clerk (CITY SEAL) STATE OF MINNESOTA ) ss. COUNTY OF DAKOTA On this day of April, 2017, before me a Notary Public within and for said County, personally appeared Mike Maguire and Christina M. Scipioni to me personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and City Clerk of the City of Eagan, the municipality named in the foregoing instrument, and that the seal affixed to said instrument was signed and sealed on behalf of said municipality by authority of its City Council and said City Clerk acknowledged said instrument to be the free act and deed of said municipality. Notary Public I � Ry{7RTF�WES? Lei LW ?' t i _x ,er Mair 1berconne, rra Y FAPO LORD oo*+a � iet -5 RITA CT C� z CL t ° ' CHAPEL LN C a {, `' Z' �T N,'+% � cj r �T yj w �' sur u. ALSORINNDR q J �4, 49 3c LQ -_ {wry ur`` k 77 TN S TWY \ 4Af L4JDBa7R�?It a P- II C7 F'• '. i 10 YANKEE DOODLE RD Agenda Information Memo April 18, 2017, Eagan City Council Meeting CONSENT AGENDA K. Minnesota Valley In -Fisherman Club Donation — "School of Fish" Class Action to Be Considered: Approve a resolution to accept a $200.00 cash donation from Minnesota Valley In -Fisherman Club in support of the 2017 "School of Fish" class and direct the Mayor and City Clerk to execute all related documents. Facts: ➢ The MN Valley In -Fisherman Club (MVIFC) was founded in 1976 as an informal, nonprofit fishing club. MVIFC's primary purpose is to improve fishing technique and keep on top of the newest and best fishing methods. Its members care about teaching fishing skills and values to the next generations. ➢ For about 20 years, groups of motivated MVIFC members have provided innumerable volunteer hours of invaluable support to our free -to -the -public summer and winter fishing events, which offer families and youth opportunities to learn and practice basic fishing skills. Members work directly with staff and participants to help make events fun, helpful, efficient, and safe. ➢ As was done in 2015 and 2016, Eagan's Water Resources program sponsored a "School of Fish" event on March 25, 2017. This 2.5 -hour indoor class was taught by Mike Frisch, a pro angler and retired teacher. Twenty-six (26) participants learned about finding various species, lures and how to use them, knot tying, and slip -bobber rigging. Each received a new rod and reel, box of tackle, $10 gift card, 32 -page workbook, snack pack, and kids' fishing book (total $60 value), and an Eagan Fishing Guide. ➢ The MVIFC is donating $200 to offset the registration cost of the 2017 class, which was $50/participant. The City paid $35/participant, and each participant paid $15 to register. The donation effectively lowers the City's cost to about $27.31/participant. Funding for the "School of Fish" class is provided through the Water Resources Program budget, as approved by the City Council. The revenue for said budget is the stormwater utility fees paid by Eagan residents and businesses. Attachments (1) CK -1 Resolution RESOLUTION NO. CITY OF EAGAN MINNESOTA VALLEY IN -FISHERMAN CLUB DONATION 2017 "SCHOOL OF FISH" CLASS WHEREAS, the City Council of the City of Eagan encourages public donations to help defray the costs to the general public for providing public services in the City of Eagan; and WHEREAS, Minnesota Valley In -Fisherman Club has presented the City of Eagan with a donation in the amount of $200.00 to offset registration costs of the 2017 "School of Fish" class; and WHEREAS, Minnesota Statutes 465.03 requires that all gifts and donations of real or personal property be accepted only with the adoption of a resolution approved by two-thirds of the members of the City Council; NOW, THEREFORE, BE IT RESOLVED by the City of Eagan, Dakota County, Minnesota, that the $200.00 donation from the Minnesota Valley In -Fisherman Club is hereby accepted for use by the City with the intent to offset registration costs of the 2017 "School of Fish" class; and BE IT FURTHER RESOLVED, that the City of Eagan sincerely thanks the Minnesota Valley In -Fisherman Club for their gracious and generous donation. CITY OF EAGAN CITY COUNCIL By: Its Mayor Attest: Its City Clerk Motion by: Seconded by: Those in Favor: Those Against: Date: April 18, 2017 Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA L. Contract 17-08, Vikings Parkway Streetlights Action To Be Considered: Reject all bids for Contract 17-08, Vikings Parkway - Streetlight Materials Purchase, and authorize the rebidding of the contract. Facts: ➢ Contract 17-08 provides for the purchase of streetlight materials for Vikings Parkway within the Viking Lakes development, in conjunction with City Contract 16-22 (Vikings Parkway Street & Utility Improvements), awarded to Frattalone Companies, Inc. on March 7, 2017. ➢ On June 7, 2016, the City Council received a petition from MV Eagan Ventures requesting the public improvements, a collector roadway, trails, roundabouts, storm sewer and trunk water main along Northwest Parkway between Lone Oak Parkway and Ames Crossing Road. ➢ On August 16, 2016, the City Council accepted the feasibility report for Project 1225, and authorized the preparation of detailed plans and specifications for the public improvements for the 2017 construction season. ➢ On January 17, 2017, the Council approved the plans and authorized the advertisement for solicitation of competitive bids for Contract 17-08. ➢ At 10:30 a.m. on March 30, 2017, formal bids were received for this project. Only one formal and complete bid was submitted. ➢ The bid was reviewed for compliance with the bid specifications and accuracy on unit price extensions and summations. The base bid was found to be in excess of 14% more than the Engineer's estimate. It appears that the bid opening was not adequately advertised and may have limited the number of bidders, as well as impacted the cost of the submitted bid. ➢ The schedule required for the manufacture and delivery of the street lights to the project site would still accommodate the street and utility improvements schedule even with the rebidding of the contract. ➢ Public Works Department staff and the engineering consultant have reviewed the factors that appear to have contributed to the bid results, as well as the consequences of rebidding, and find the rebidding of the contract is in order for favorable Council action Attachments (1) CL -1 Bid Summary BID SUMMARY CITY CONTRACT NO 17-08 CITY PROJECT 1225 Vikings Parkway Streetlight Materials Purchase Bid Date/ Time: 10:30 a.m., Thursday, March 30, 2017 Contractors Total Base Bid 1. Liteco, Inc. $ Incomplete Bid 2. Neo Electrical Solutions $ 322,540.50 Cost $322,541 $276,000 14.41 Agenda Information Memo April 18, 2017, Eagan City Council Meeting CONSENT AGENDA M. Approve a resolution to accept a fabric donation from Debra Haupt for Eagan Forward Action To Be Considered: To approve a resolution to accept a fabric donation from Debra Haupt of Haupt Antiek Market for Eagan Forward. Facts: ➢ Debra Huapt donated eight yards of fabric (valued at $100) to the City to be used by Eagan Forward Team 3 (Becoming a Welcoming and Inclusive Community). ➢ The fabric will be used to sew Welcome to Eagan totes, which are distributed to new Eagan residents. The welcome totes contain information about Eagan and a hand written "welcome to Eagan" card. Attachments: (1) CM -1 Resolution CITY OF EAGAN RESOLUTION TO ACCEPT A FABRIC DONATION FOR EAGAN FORWARD WHEREAS, THE City of Eagan initiated Eagan Forward, a 20 -year visioning effort; and WHEREAS, an Eagan Forward study action team is sewing Welcome to Eagan Totes; and, WHEREA S, Debra Haupt of Haupt Antiek Market has donated 8 yards of fabric, valued at $100, towards the Welcome Tote project; NOW, THEREFORE, BE IT RESOLVED that the Eagan City Council does hereby accept the following donation: Debra Haupt (8 yards of fabric) to support Eagan Forward. Motion made by: Seconded by: Those in favor: Those against: Dated CITY OF EAGAN CITY COUNCIL By: Mayor Attest: City Clerk CERTIFICATION I, Christina M. Scipioni, City Clerk for 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 18th day of April, 2017. City Clerk Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA N. Award contract 17-10 to Comlink Midwest LLC for the extension of fiber into Northeast Eagan redevelopment area. Action To Be Considered: To award Contract 17-10 to Comlink Midwest LLC for the extension of fiber into Northeast Eagan redevelopment area. Facts: ➢ Staff had requested to authorize the issuance of an RFP for various fiber construction projects on the March 7th, 2017 meeting. The City received sealed bids on March 211t and it was determined that Comlink Midwest LLC was the low bidder. ➢ In an effort to reduce costs, four fiber projects were combined into one request for proposal. These projects include extending fiber along Lone Oak Parkway to Vikings Parkway (Base Bid), extending fiber from Wescott Road/Lexington to the Eagan Art House (Alternate Bid 1), extending fiber from Pilot Knob Road and Central Parkway to Well #22 (Alternate Bid 2) and some miscellaneous splices needed at splice point #1 (Alternate Bid 3). ➢ The bid totals for all four projects were as follows: Base Bid - $61,771.24, Alternate Bid 1- $55,719.00, Alternate Bid 2 - $18,815.00 and Alternate Bid 3- $1,400 ➢ The City will accept the base bid as well as Alternates Bids 1 and 3 for a total accepted cost of $118,890.24. ➢ Alternate Bid 2 will be rejected due to timing issues with when Well #22 needed to be completed. ➢ The Park and Recreation department had budgeted CIP funds to expand fiberto the Eagan Art House in 2017. AccessEagan had budgeted funds to extend fiber into Northeast Eagan in 2017 to service the redevelopmentarea. ➢ While a contract has not yet been executed with a service provider to service the Vikings, we have received verbal and written confirmation that the Vikings would like to use AE fiber for a redundant connection. Attachments: (0) To view the proposed contract please contact the City Administrator's office Agenda Information Memo April 18, 2017, Eagan City Council Meeting CONSENT AGENDA O. Final Plat (Cloverleaf Cold Storage) — CCS Realty Co. Actions To Be Considered: To approve a Final Plat (Cloverleaf Cold Storage) for property located south at 2864 Eagandale Boulevard. Required Vote For Approval: ➢ Majority of Councilmembers present Facts: ➢ Cloverleaf Cold Storage received approval of a Variance on March 2, 2016 to permit an addition to the existing building. ➢ While one tax parcel, the property consists of multiple previously platted lots. The underlying lot lines and platted drainage and utility easements remained throughout the property, resulting in conflicts between building placement across lot lines. ➢ One of the conditions of Variance approval required replatting of the property as a single parcel to eliminate such conflicts. ➢ There were no existing easements that needed to be vacated, and all necessary drainage and utility easements are retained or dedicated with the new plat. ➢ Dakota County Surveyor has okayed the plat for mylars. The signed mylars have been received and is in order for execution at the City Council meeting on April 18, 2017. Issues: None Attachments: (2) CO -1 Location Map CO -2 Final Plat d co L. o N m V U c 0) m m M L W M Q co m U C4: CL CLL E ii o Z v m Z d C cr N L 0 :C CL wU �o F N rz 0 m m C, U U = Y m w a s m' a v O O AnERICA.. RED CROSS ADD.I ----------- i EAGANDALE CENTER 1INDUSTRIAL. RK N PA - Nti I o. ! �---�--� L_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ — n AN.'Al, E BOULEVARD p� noaoau•� a o�+�gM y;p -------------------- al I I ` � u I L >3 Pl I / •• o ar ex$nCn b m} a is ,t `` rt"s 4� f �f e` a S w E R sof? $ Mifi� � 8 33Ea aKRA is €a3 Ig nix Agenda Information Memo April 18, 2017, Eagan City Council Meeting CONSENT AGENDA P. Adopt a Resolution Approving a Second Amended and Restated Development Agreement with MG Eagan, LLC. Action To Be Considered: To adopt a resolution approving a Second Amended and Restated Development Agreement with MG Eagan, LLC Facts: ➢ The Northeast Eagan Redevelopment District was first certified in July 2002 as TIF District 2-4 which incorporated a portion of what is now the Interstate Partners/Grand Oak development, property west of Highway 55, and property north of Blue Gentian Road. ➢ McGough Development owns property north of Blue Gentian Road which was originally occupied by older, dilapidated single-family homes without municipal sewer and water. McGough voluntarily acquired all but four parcels to complete land assembly for a proposed office development. ➢ McGough requested EDA assistance to acquire the remaining four parcels through eminent domain. McGough has provided complete reimbursement to the EDA for its costs of approximately $3.2 million. ➢ On June 18, 2008, McGough Development, the City and the EDA entered into an Amended and Restated Development Agreement whereby the EDA agreed to provide a pay-as-you-go TIF Note if the developer met certain minimum improvements. Phase I was proposed to be a 75,000 square foot office building and Phase II was proposed as an additional 130,000 square foot building. The EDA would issue a TIF Note for $3.8 million upon completion of both phases. ➢ As part of a restructuring of the Northeast Eagan TIF District 2-4, the City created a new TIF District (TIF 2-5) in 2009, which now includes only the McGough property and property on the west side of Highway 55. This District was certified on April 28, 2009. ➢ The economic downturn negatively impacted McGough's ability to market the site for an office user. Although the property has excellent exposure from Highway 494, the access is somewhat circuitous, and topographical constraints will result in significant grading costs for any development. ➢ McGough has recently approached the City with a potential 150,000 square foot office development with surface parking. A second phase of 60,000 square feet is possible. ➢ Under current TIF statutes, the City/EDA must issue the TIF Note by April 28, 2017. Although McGough has incurred qualified costs that exceed the proposed TIF Note, all of the deadlines under the existing Development Agreement have passed and the City/EDA will need to amend the Agreement. ➢ The Finance Committee reviewed the proposal at its March 22, 2017 meeting, provided direction on terms of the Agreement, and recommended approval by the City Council. ➢ Key terms of the Second Amended and Restated Development Agreement include: o No increment is paid to the developer until Minimum Improvements of at least 100,000 square feet of office has been commenced; o Construction of Minimum Improvements must be commenced no later than April 1, 2020; o The outstanding principal of the TIF Note shall be increased if additional office or hotel development commences prior to April 1, 2025; o The TIF Note will be prorated based on the actual size of development in comparison to the 2008 Phase I and II proposal; o The developer will receive 75% of the increment, and the City will retain 25% for administration and pooling; o The TIF Note will mature and no increment will be paid after February 1, 2036. Attachments: (3) CP -1 Location Map CP -2 Resolution Approving Second Amended and Restated Development Agreement with MG Eagan, LLC for Tax Increment Financing District No. 2-5 CP -3 Second Amended and Restated Development Agreement O U) N O I Mn (I U 2 N aI of LO N0 N 3 Qy U NI U O iN w LL a r- a m a y ow 0 0 1q O 0 LO BLUE GE 4 0 w Z Z LU U' w ro dr N Q I 115-5 1 V -0 D ~ C7 i C lE CL • bba •� • �]K NJ . Fu S i RESOLUTION NO. APPROVING SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT WITH MG EAGAN, LLC FOR TAX INCREMENT FINANCING DISTIRCT NO. 2-5 WHEREAS, the Eagan Economic Development Authority (the "EDA") has created and established a Tax Increment Financing District referred to as Tax Increment Financing District No. 2-5 (the "TIF District") in connection with that part of the Development Program for Northeast Eagan Development District No. 2 which has been established as a Redevelopment Project pursuant to Minnesota Statutes, Section 469.028 (the "Redevelopment Project Area") and pursuant to the authority granted by Minnesota Statutes, Sections 469.090 to 469.1081 and 469.001 to 469.047 and Sections 469.174 through 469.179 (collectively, the "Acts"); and WHEREAS, pursuant to the Acts, the EDA has adopted and the City has approved a Redevelopment Plan (the "Redevelopment Plan") and a tax increment financing plan (the "TIF Plan") to finance a portion of the public redevelopment costs of the Redevelopment Project Area; and WHEREAS, in order to achieve the objectives of the Redevelopment Plan and the TIF Plan, the EDA has determined to provide substantial aid and assistance through the financing of certain land acquisition, demolition, soil correction and public improvement costs in the Redevelopment Project Area; and WHEREAS, the EDA, the City of Eagan and MG Eagan, LLC (the "Developer") entered into an Amended and Restated Development Agreement (the "Prior Agreement") under which the Developer proposed to develop certain office facilities within the Redevelopment Project Area and the TIF District which the EDA determined would promote and carry out the Redevelopment Plan and TIF Plan; and WHEREAS, the Developer has paid Developer Acquisition Costs and Demolition and Soil Correction Costs under the Prior Agreement in an amount not less than $6,000,000; and WHEREAS, although the Developer did not commence the Improvements within the time frame established by the Prior Agreement, the EDA wishes to continue to encourage development of the Property and remains willing to reimburse the Developer for a portion of the Developer Acquisition Costs and Demolition and Soil Correction Costs paid by the Developer; and WHEREAS, there has been submitted to this Board a Second Amended and Restated Development Agreement (the "Development Agreement") to amend and restate the Prior Agreement; and WHEREAS, by reason of the replatting of the Property into a single parcel, the Repurchase Agreement attached to the Prior Agreement is eliminated. 4852-5513-1206.1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eagan as follows: 1. The Development Agreement and the Tax Increment Note attached thereto are hereby approved and the Development Agreement shall be executed and delivered by the Mayor and City Clerk. 2. As permitted by the TIF Plan and the Acts, the EDA shall apply 25% of the tax increment form the TIF District for administrative costs and payment or reimbursement of authorized expenditures for Cedar Grove Development District, and if the Developer satisfies the conditions of the Development Agreement, the balance shall be applied to payment of the Tax Increment Note. Motion by: Second by: Those in Favor: Those Against:_ _ Date: Ln Mike Maguire, Its Mayor Attest: 4852-5513-1206.1 Christina M. Scipioni, Its City Clerk SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT Dated April 18, 2017 Between EAGAN ECONOMIC DEVELOPMENT AUTHORITY CITY OF EAGAN and MG EAGAN, LLC This Instrument Drafted by- Ktuak Rack LLP 3400 RBC Plaza 60 South Sixth Street Minneapolis, Minnesota 55402 Telephone: (612) 334-5000 4850-1024-3317.4 SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS AGREEMENT, made and entered into as of this 18' day of April, 2017, by and between the EAGAN ECONOMIC DEVELOPMENT AUTHORITY, a Minnesota municipal corporation (the "EDA"), the CITY OF EAGAN, a Minnesota municipal corporation (the "City"), and MG EAGAN, LLC, a Minnesota limited liability company (the "Developer") amends and restates the Amended and Restated Development Agreement dated June 18, 2008 (the "Prior Agreement"), between the EDA, the City and the Developer, as follows: WITNESSETH: WHEREAS, the EDA has created and established a Tax Increment Financing District referred to as Tax Increment Financing District No. 2-5 (the "TIF District") in connection with that part of the Development Program for Northeast Eagan Development District No. 2 which has been established as a Redevelopment Project pursuant to Minnesota Statutes, Section 469.028 (the "Redevelopment Project Area") and pursuant to the authority granted by Minnesota Statutes, Sections 469.090 to 469.1081 and 469.001 to 469.047 and Sections 469.174 through 469.179 (collectively, the "Acts"); and WHEREAS, the area of the TIF District was formerly a part of Tax Increment Financing District No. 2-4 (the "Former TIF District"), which has been decertified in part; and WHEREAS, pursuant to the Acts, the EDA has adopted and the City has approved a Redevelopment Plan (the "Redevelopment Plan") and a tax increment financing plan (the "TIF Plan") to finance a portion of the public redevelopment costs of the Redevelopment Project Area; and WHEREAS, in order to achieve the objectives of the Redevelopment Plan and the TIF Plan, the EDA has determined to provide substantial aid and assistance through the financing of certain land acquisition, demolition, soil correction and public improvement costs in the Redevelopment Project Area; and WHEREAS, the Developer proposes to develop certain office or commercial facilities within the Redevelopment Project Area and the TIF District which the EDA has determined will promote and carry out the Redevelopment Plan and TIF Plan; and WHEREAS, the Developer has paid Developer Acquisition Costs and Demolition and Soil Correction Costs under the Prior Agreement in an amount not less than $6,000,000; and WHEREAS, although the Developer has not commenced the Improvements within the time frame established by the Prior Agreement, the EDA wishes to encourage development of Property and remains willing to reimburse the Developer for a portion of the Developer Acquisition Costs and Demolition and Soil Correction Costs paid by the Developer; and 2 4850-1029-3317.4 WHEREAS, this Agreement has been approved by the governing bodies of the EDA and the City; NOW, THEREFORE, in consideration of the mutual covenants and obligations of the EDA, the City and the Developer, the parties hereby represent, covenant and agree, as follows: ARTICLE I. DEFINITIONS, EXHIBITS, RULES OF INTERPRETATION Section 1.1 Definitions. In this Agreement, the following terms have the following respective meanings unless the context hereof clearly requires otherwise: U Certificate of Completion. The certificate of completion to be executed and delivered upon completion of the Minimum Improvements pursuant to Section 3.4, in the form of Exhibit B hereto. Mb C1ty. The City of Eagan, Minnesota. (c) Demolition and Soil Correction Costs. The costs of the City, the EDA and Developer of demolition of existing structures on the Property and soil correction associated with the Improvements. M Developer. MG Eagan, LLC, a Minnesota limited liability company, its successors and assigns. (e) Developer Acquisition Costs. The actual costs to the Developer of acquiring the Property, together with relocation costs and interest paid by the Developer on financing incurred to purchase such property. (f) Development. The Property and the Improvements to be constructed thereon according to the Development Plans approved by the EDA and the City. W Development Plans. Collectively, the preliminary plans, drawings and related documents furnished to the City, relating to the Property, as the same may be amended or supplemented from time to time by the Developer and approved by the EDA and the City, which establish certain design and construction standards for the Improvements. h1 EDA. The Economic Development Authority of the City of Eagan, Minnesota. Qi) Improvements. The Minimum Improvements and any additional office or hotel improvements which may be constructed on the Property in accordance with the Development Plans. 4830-t029-3317.4 Minimum improvements. The improvements to be constructed on the Property, which shall consist of an office building of at least 100,000 gross square feet and surface parking, as specified in the Development Plans, but excluding any and all personal property. fk Mortga eland Holder. The term "mortgage" shall include the mortgage or mortgages referenced in Article IV of this Agreement and any other instrument creating an encumbrance or lien upon the Development or any part thereof as security for a loan. The term "holder" in reference to a mortgage includes any insurer or guarantor (other than the Developer) of any obligation or condition secured by such mortgage or deed of trust. M1 Property. The real property which is included within the TIF District and which is legally described in Exhibit A attached hereto. LmJ Redevelopment Plan. The Redevelopment Plan for the Redevelopment Project Area, as amended from time to time. no Tax Increment Financing District (TIF District). Tax Increment Financing District No. 2-5 created by the EDA pursuant to Minnesota Statutes Sections 469.174 through 469.179 and described in the TIF Plan adopted therefor. Loi Tax Increment Financing Plan (!IF Plan). The plan for development of the TIF District adopted by the EDA pursuant to Minnesota Statutes Sections 469.174 through 469.179 and approved by a resolution of the City Council adopted June 3, 2008. W Tax Increment Note ("TIF Note"). The Tax Increment Revenue Note to be issued by the EDA to reimburse, with interest, the Developer Acquisition Costs and Demolition and Soil Correction Costs paid by the Developer prior to the date hereof, in substantially the form attached as Exhibit C. W Other Terms. Terms defined in other sections of this Agreement have the meanings given them u Unavoidable Delays. Delays which are the direct result of strikes, fire or other casualty, war, material shortage, weather, causes beyond the constructing party's control, or acts of God, or acts of any federal, state or local government unit, except those acts anticipated or contemplated under this Agreement. Section 1.2 Exhibits. The following Exhibits are attached to and by reference made a part of this Agreement: A. Legal Description of Development Property B. Certificate of Completion. C. Form of Tax Increment Note. Section 1.3 Rules of Inter��retation. 4 4850-1029-3317.4 (a) This Agreement shall be interpreted in accordance with and governed by the laws of the State of Minnesota. (b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II. REPRESENTATIONS AND COVENANTS Section 2.1 By the Developer. The Developer makes the following acknowledgements, representations and covenants: (a) The Developer has the legal authority and power to enter into this Agreement. (b) The Developer has acquired the Property and has the necessary financial resources for construction of the Minimum Improvements. (c) The Developer will, to the extent required by this Agreement, construct or cause the construction of the Minimum Improvements in accordance with the terms of this Agreement, the TIF Plan and all local, state and federal laws and regulations, and will construct or cause the construction of or pay the costs of construction of any site improvements, utilities, parking facilities, or landscaping improvements which are necessary in connection with the construction and operation of the Minimum Improvements. (d) At such time or times as may be required by law, the Developer will have complied with all local, state and federal environmental laws and regulations, will have obtained any and all necessary environmental reviews, licenses or clearances under, and will be in compliance with the requirements of the National Environmental Policy Act of 1969, the Minnesota Environmental Policy Act, and the Critical Area Act of 1973. (e) The Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all local, state and federal laws and regulations which must be obtained or met before the Improvements may be constructed. 5 4850-1029-3317.4 M The Developer has conducted such investigation as it has deemed necessary with respect to the establishment of the TIF District and the basis for the inclusion of the Property therein and, with respect to this Development Agreement and its acceptance of the TIF Note, is not relying on any representation or warranty of the EDA or the City with respect to the due establishment thereof or its qualification as a "redevelopment district". (g) The Developer's investment in the purchase of the Property and site preparation, after giving effect to the TIF Note, will be at least 70% or more of the assessor's current year's estimated market value and, accordingly, Minnesota Statutes, Sections 1161993 to 1161995, do not apply to this Development Agreement or the assistance provided by the TIF Note. Section 2.2 By the EDA and City. The EDA and City make the following representations as the basis for the undertaking on its part herein contained: (a) The EDA and City are authorized by law to enter into this Agreement and to carry out their respective obligations hereunder; (b) The City will consider zoning modifications for the Property to accommodate the Development as proposed, and the City has conducted and completed all environmental reviews and assessments required to be undertaken by it under applicable law. (c) The EDA intends to treat the issuance of the TIF Note as reimbursement for eligible costs under Minnesota Statutes, Sections 469.176, Subd. 4 and Section 469.1763, Subd.3, Clause 4, including interest on unreimbursed costs; and, unless a subsequent allocation is made, to allocate for purposes of Minnesota Statutes, Section 469.1763, the payment or reimbursement to eligible costs, in the following order: (a) Developer Acquisition Costs, and (b) Demolition and Soil Correction Costs, paid prior to April 28, 2017. The Property was determined by the EDA's consultants to include parcels which contained structurally substandard buildings and adjacent parcels necessary to provide a site of sufficient size to permit an integrated development. ARTICLE III. CONSTRUCTION OF EMPROVEMENTS; PUBLIC IMPROVEMENTS; OTHER DEVELOPER OBLIGATIONS Section 3.1 Construction of Minimum hVrovements. The Developer agrees that it will construct or cause to be constructed the Minimum Improvements and any other Improvements which the Developer elects to construct on the Property substantially in accordance with the Development Plans. Section 3.2 Building Plans. Final Development Plans for the Improvements shall be subject to approval by the City. 6 4850-1029-3317.4 Section 3.3 Completion of Construction, Subject to Unavoidable Delays, construction of the Minimum Improvements shall be commenced no later than April 1, 2020. All construction shall be in conformity with the approved Development Plans. Periodically during construction, but at intervals of not less than 60 days, the Developer shall make reports in such detail as may reasonably be requested by the EDA concerning the actual progress of construction. Section 3.4 Certificate of Completion. Promptly after notification by the Developer of completion ofthe Minimum Improvements, the EDA shall inspect the construction to determine whether it has been substantially completed in accordance with the terms of this Agreement, including the date for the completion thereof. In the event that the EDA determines that the construction has been completed substantially in accordance with the Development Plans and applicable regulations, the EDA shall furnish the Developer with a Certificate of Completion in the form of Exhibit B. Such certification by the EDA shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Developer to construct or cause to be constructed the Minimum Improvements, and shall constitute a release of the Developer's obligations hereunder. Section 3.5 Expenses. The Developer shall pay or reimburse the EDA and the City for all of the out-of-pocket costs incurred by the City and EDA in connection with the establishment of the TIF District and the negotiation and preparation of the TEF Plan and this Agreement, including the fees and expenses of their attorneys, financial consultants and other consultants. ARTICLE IV. LIMITATION UPON ENCUMBRANCE; PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; SUBORDINATION Section 4.1 Limitation Upon Encumbrance of Development. Prior to the issuance of the Certificate of Completion for the Minimum Improvements, neither the Developer nor any successor in interest to the Property or any part thereof shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Property, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attached to the Property other than the mortgages, liens or encumbrances attached for the purposes of obtaining funds to the extent necessary for acquiring and developing the Property and constructing the Improvements and such additional funds, if any, in an amount not to exceed the costs of developing the Development, without the prior written approval of the EDA. The EDA shall not approve any Mortgage which does not contain terms which conform to the terms of this Article IV of this Agreement. Section 4.2 Rei resentation as to Develo ment. The Developer represents and agrees that its undertakings pursuant to this Agreement are for the purpose of implementation of the Development. The Developer further recognizes that, in view of the importance of the Development to the general welfare of the EDA and the substantial financing and other public 7 4850-1029-3317.4 aids that have been made available by the EDA and the City for the purpose of making the Development possible, the qualifications and identity of the Developer are of particular concern to the EDA. The Developer further recognizes that it is because of such qualifications and identity that the EDA is entering into this Agreement, and, in so doing, is further willing to rely on the representations and undertakings of the Developer for the faithful performance of all undertakings and covenants agreed by Developer to be performed. Section 4.3 Prohibition Against Transfer of Property and Assi rnent of Agreement. For the reasons set out in Section 4.2 of this Agreement, the Developer represents and agrees that, prior to the issuance of the Certificate of Completion for the Minimum Improvements: (a) Except only transfers to affiliated entities in which MG Eagan, LLC or McGough Development, LLC has an ownership interest and/or management control and transfers or encumbrances for the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Property, or any part thereof, to acquire and develop the Property and perform the Developer's obligations with respect to the Development under this Agreement, and any other purpose authorized by this Agreement, the Developer, except as so authorized, has not made or created, and will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Development or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the EDA, which approval shall not be unreasonably withheld; and (b) The EDA shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such approval under this Section 4.3 that: (i) any proposed transferee shall have the qualifications and financial responsibility, as determined by the EDA, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer, or, in the event the transfer is of or relates to part of the Development, such obligations to the extent that they relate to such part; (ii) any proposed transferee, by instrument in writing satisfactory to the EDA and in form recordable among the land records, shall for itself and its successors and assigns, and specifically for the benefit of the EDA, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to such obligations, restrictions and conditions or, in the event the transfer is of or relates to part of the Development, such obligations, conditions, and restrictions to the extent that they relate to such part; provided, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development or any part thereof, shall, for whatever reason, not have assumed such obligations or agreed to do so, shall not, unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the EDA, relieve or except such transferee or successor from such obligations, conditions, or restrictions, or deprive or limit the EDA of or with respect to any rights or remedies or controls with respect to the Development or the construction of the Improvements; it being the intent of this Section 4.3, together with other provisions of this Agreement, that to the fullest extent permitted by law and equity and excepting only in the manner 4650-1029.3317.4 and to the extent specifically provided otherwise in the Agreement, no transfer of, or change with respect to, ownership in the Development or any part thereof, or any interest therein, however consummated or occurring, whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the EDA, of any rights or remedies or controls provided in or resulting from this Agreement with respect to the Development and the construction of the Improvements that the EDA would have had if there been no such transfer or change, and (iii) there shall be submitted to the EDA for review all instruments and other legal documents involved in effecting transfers described herein, and, if approved by the EDA, its approval shall be indicated to the Developer in writing. In the absence of specific written agreement by the EDA to the contrary, no such transfer or approval by the EDA thereof shall be deemed to relieve the Developer from any of its obligations with respect thereto which are not expressly assumed by the transferee approved by the EDA. Section 4.4 Subordination and Modification for the Benefit of Mortagees. (a) In order to facilitate the obtaining of temporary or permanent financing for the acquisition and development of the Property and construction or purchase ofthe Improvements by the Developer or others, the EDA agrees to subordinate its rights under this Agreement to the holder of any mortgage entered into for the purpose of obtaining such financing. (b) In order to facilitate the obtaining of financing for the acquisition and development of the Property and construction or purchase of the Improvements, the EDA agrees that it shall agree to any reasonable modification of this Article IV or waiver of its rights hereunder to accommodate the interests of the holder of the Mortgage, provided, however, that the EDA determines, in its reasonable judgment, that any such modification(s) will adequately protect the legitimate interests and security of the EDA with respect to the Development. ARTICLE V. TAX INCREMENT NOTE Section 5.1 Issuance of Tax Increment Note. As reimbursement with interest for a portion of the Developer Acquisition costs and Demolition and Soil Correction Costs paid by the Developer and in contemplation of the completion of the Minimum Improvements the EDA is issuing to the Developer the Tax Increment Note substantially in the form of Exhibit C. The initial principal amount of the TIF Note shall be $3,800,000, but shall be adjusted to equal the lesser of (i) $3,800,000 or (ii) $3,800,000 multiplied by a fraction, the numerator of which is the number of gross square feet of the first office building included in the Improvements and the denominator of which is 205,000. If additional office or hotel Improvements are commenced as a second phase prior to April 1, 2025, the then outstanding principal amount shall be increased by an amount equal to $3,800,000 multiplied by a fraction the numerator of which equals the number of gross square feet of the second phase Improvements and the denominator of which is 205,000; provided, however, that the resulting principal amount shall not exceed $3,800,000 less the principal amount paid under the TIF Note prior to the date of 9 4850 -1O29 -3317A that adjustment. The TIF Note shall bear interest at the rate of 5.00% per annum, and shall be payable in annual installment payments payable on February 1 of each year to and including February 1, 2036, commencing on the February 1 following commencement of construction of the Minimum Improvements (the "Commencement Date"). Annual installment payments shall be applied first to interest (including overdue interest) and then to a reduction in outstanding principal. Interest on the outstanding balance of the TIF Note shall accrue, from and after the Commencement Date or most recent installment payment date and, if not paid on an installment payment date for lack of available funds, shall not be added to principal. The TIF Note shall mature on February 1, 2036. The Developer covenants and agrees not to sell, transfer or convey the TIF Note without the express written consent of the EDA; provided, however, that the Developer may, without such consent, (i) pledge or grant a security interest in the TIF Note to a lender as security for a loan or (ii) after 10 days' prior written notice to the EDA, transfer a TIF Note to an institutional investor which has acknowledged in writing that (a) it is acquiring the TIF Note for purposes of investment and not for resale, (b) it is not relying on any representations or warranties of the EDA or City, express or implied, as to the availability or adequacy of the tax increment to pay principal and interest or upon any funds of the City or EDA and (c) all subsequent transfers shall meet such conditions. The Developer acknowledges that the EDA makes no representations as to the adequacy of tax increments available to pay the TIF Note. The TIF Note shall be payable solely from the available tax increment to the extent provided in Section 5.2 hereof and the EDA shall have no other liability on either TIF Note, nor shall either TIF Note be payable out of any funds or properties of the EDA or City other than tax increment from the Property. Section 5.2 Tax Increment Available for TIF Notes. The annual installments due on the TIF Notes shall be paid solely from the tax increment actually received by the EDA from collections of ad valorem taxes from the Property, after deducting 25% of such increment for allowable administrative expenses and other purposes. Available tax increment shall be applied first to interest accrued (including overdue interest) and then to principal. No installments of principal or interest on the TIF Note are required to be paid after February 1, 2036, regardless of whether the TIF Note has been paid in full. Neither the EDA nor City shall pledge or appropriate any available tax increment from the Property to the payment of any other obligation until the TIF Note has been paid in M. ARTICLE VL EVENTS OF DEFAULT Section 6.1 Events of Default Defined. The following shall be deemed Events of Default under this Agreement and the term shall mean, whenever it is used in this Agreement, unless the context otherwise provides, any one or more of the following events: 10 4850-1029-3317.4 (a) Failure by the Developer to observe and substantially perform any material covenant, condition, obligation or agreement on its part to be observed or performed hereunder, if such failure shall continue for a period of thirty (30) days after written notice of such failure is given by the EDA or the City to the Developer; provided, however, that if such failure is of such nature that it cannot with diligence be cured within thirty (30) days, and provided further that within such thirty (30) -day period the Developer has commenced such cure and thereafter diligently prosecutes such cure, such thirty (30) -day period shall be extended for the period reasonably necessary to cure such failure; (b) If the Developer shall admit in writing its inability to pay its debts generally as they become due, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or of the whole or any substantial part of the Development; (c) If the Developer shall file a petition under the federal bankruptcy laws; 103 (d) If the Developer, on a petition in bankruptcy filed against it, be adjudicated as bankrupt, or a court of competent jurisdiction shall enter an order of decree appointing, without the consent of the Developer, a receiver of the Developer or of the whole or substantially all of its property, or approve a petition filed against the Developer seeking reorganization or arrangement of the Developer under the federal bankruptcy laws, and such adjudication, order or decree shall not be vacated or set aside or stayed within 120 days from the date of entry thereof. Section 6.2 Remedies on Default. Whenever any Event of Default occurs, the EDA and the City may, in addition to any other remedies or rights given the EDA and the City under this Agreement, take any one or more of the following actions: (a) suspend their performance under this Agreement until they receive assurances from the Developer, deemed reasonably adequate by the EDA or the City, that the Developer will cure its default and continue its performance under this Agreement; (b) cancel or rescind this Agreement; (c) withhold the Certificate of Completion; or (d) take whatever action at law or in equity may appear necessary or desirable to the EDA or the City to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Once a Certificate of Completion has been issued, Developer has no further obligations hereunder, and no remedy shall affect the right of the Developer to receive payment under the TIF Note. 11 4950-1029-3317.4 Section 6.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the EDA is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the EDA or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article VI. Section 6.4 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. ARTICLE VII. ADDITIONAL PROVISIONS Section 7.1 Conflicts of Interest: Representatives Not Individually Liable. No EDA officer who is authorized to take part in any manner in making this Agreement in his or her official capacity shall voluntarily have a personal financial interest in this Agreement or benefit financially therefrom. No member, official, or employee of the EDA shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the EDA or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. Section 7.2 Non -Discrimination. The provisions of Minnesota Statutes. Section 181.59, which relate to civil rights and non-discrimination, shall be considered a part of this Agreement and binding on the Developer as though fully set forth herein. Section 7.3 Notice of Status and Conformance. At such time as all of the provisions of this Agreement have been fully performed by the Developer, the EDA and the City shall, upon not less than ten days prior written notice by Developer, execute, acknowledge and deliver without charge to Developer or to any person designated by Developer a statement in writing in recordable form certifying that this Agreement has been fully performed and the obligations hereunder fully satisfied. Section 7.4 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is sent by mail, postage prepaid, return receipt requested or delivered personally: (a) As to the EDA: Executive Director 12 4650-1029-3317.4 Eagan Economic Development Authority 3830 Pilot Knob Road Eagan, MN 55122 (b) As to the City: City of Eagan 3830 Pilot Knob Road Eagan, MN 55122 (c) As to the Developer: MG EAGAN, LLC c/o McGough Development, LLC 2737 Fairview Avenue North St. Paul, MN 55113 Attn: Mark Fabel, Executive Vice President with a copy to: Brian S. McCool Fredrikson & Byron P.A. 200 S. 6' Street, Suite 4000 Minneapolis, MN 55402 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 7.4. Section 7.5 Couner arts. This Agreement may be simultaneously executed in any number of counterparts, all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the EDA and the City have caused this Agreement to be duly executed in their names and behalf and the Developer has caused this Agreement to be duly executed as of the day and year first above written. EAGAN ECONOMIC DEVELOPMENT AUTHORITY By Mike Maguire, President And By David M. Osberg, Executive Director 13 4850-1029-3317A STATE OF MINNESOTA) SS COUNTY OF DAKOTA) The foregoing instrument was acknowledged before me this _ day of . 2017, by Mike Maguire and David M. Osberg, the President and Executive Director of the Eagan Economic Development Authority, a municipal corporation under the laws of the State of Minnesota, on behalf of the Eagan Economic Development Authority. STATE OF MINNESOTA) SS COUNTY OF DAKOTA) Notary Public CITY OF EAGAN By Mike Maguire, Mayor And By Christina M. Scipioni, City Clerk The foregoing instrument was acknowledged before me this day of v __-. 2017, by Mike Maguire and Christina M. Scipioni, the Mayor and City Clerk of the City of Eagan, a municipal corporation under the laws of the State of Minnesota, on behalf of the corporation. Notary Public MG EAGAN, LLC B / Y Thomas J. Mcdough, JV, President 14 4850-1029-3317.4 STATE OF MINNESOTA) SS COUNTY OF PA*e-+A ) The foregoing instrument was acknowledged before me this iV 'day ofi 2017, by Thomas J. McGough, Jr., the President of MG EAGAN, LLC, a Minnesota limited Fiability company, on behalf of the company. SHANNON M. SEIFERTPublic Nt3TWFUME-M1�6+fESM �Y My Commission Expires January 31, 2018 o 15 4850-1029-3317.4 1 *114 :11. 61 DESCRIPTION OF PROPERTY The Property is located in Dakota County, Minnesota and is legally described as follows: Lot 1, Block 1, Blue GENTIAN Corporate Center 16 4850-1024-3317.4 EXHIBIT B CERTIFICATE OF COMPLETION The undersigned hereby certifies that MG Eagan, LLC and or its successors or assigns have fully and completely complied with the obligations of the Developer under that document entitled "Second Amended and Restated Development Agreement," dated April _, 2017 between the Eagan Economic Development Authority, the City of Eagan and MG Eagan, LLC, with respect to construction of the Minimum Improvements in accordance with the approved construction plans and is and are released and forever discharged from its and their obligations to construct the Minimum Improvements under such above -referenced Development Agreement. EAGAN ECONOMIC DEVELOPMENT AUTHORITY M Executive Director [Notary and Legal Description to be added so that instrument is in recordable form] 17 4950-1029-3317.4 A: 11: i FORM OF TAX INCREMENT NOTE $3,800,000 UNITED STATES OF AMERICA STATE OF MINNESOTA EAGAN ECONOMIC DEVELOPMENT AUTHORITY TAX INCREMENT REVENUE NOTE The Eagan Economic Development Authority (the "EDA"), Eagan, Minnesota, for value received, promises to pay, but solely from the source, to the extent and in the manner hereinafter provided, to MG Eagan, LLC (the "Owner") the lesser of (a) principal sum of ($3,800,000), or (b) the Adjusted Principal Amount determined as described below, in annual installments due on the first February 1 following the Commencement Date described below and on each February 1 thereafter up to and including February 1, 2036 (each being a "Scheduled Payment Date"), together with interest on the outstanding and unpaid principal balance of this Note at the rate of 5.00% per annum which accrued during the previous 12 - month period. Installment payments shall be applied first to interest (including overdue interest) and then to a reduction of outstanding principal. Interest on the outstanding principal balance of this Note shall accrue from the Commencement Date and shall not be added to the principal amount on each February 1 installment payment date if not paid on such date. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to the Owner and mailed to the Owner at the postal address within the United States designated from time to time by the Owner. The "Commencement Date" is the date the Owner begins construction of the Minimum improvements, consisting of an office building of at least 100,000 square feet pursuant to the Development Agreement described below. The EDA shall have no obligation to pay principal or interest on this Note if the Commencement Date does not occur on or prior to April 1, 2020. As provided in the Development Agreement, the "Adjusted Principal Amount" of this Note equals $3,800,000 multiplied by a fraction, the numerator of which equals the number of gross square feet of initial office building included in the Improvements, as defined in the Development Agreement, and the denominator of which is 205,000, and shall be further adjusted in the event a second phase of Improvements is commenced prior to April 1, 2025, as provided in section 5.1 of the Development Agreement. This Note is subject to prepayment on any Scheduled Payment Date at the option of the EDA, in whole or in part, upon payment to the Owner of the principal amount of the Note to be prepaid, without premium or penalty. EXCEPT AS PERMITTED BY THE DEVELOPMENT AGREEMENT, THIS NOTE IS TRANSFERABLE ONLY WITH THE CONSENT OF THE EDA AND ONLY UPON 18 4850-1024-3317.4 THE REGISTER OF THE EDA TREASURER, AS REGISTRAR, BY THE OWNER HEREOF OR BY ITS DULY AUTHORIZED ATTORNEY. This Note is a special and limited obligation and not a general obligation of the EDA, which has been issued by the EDA pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 469.178, subdivision 4, to aid in financing a "project", as therein defined, of the EDA consisting generally of reimbursing certain costs incurred and to be incurred and paid prior to April 28, 2017 within and for the benefit of its Tax Increment Financing District No. 2-5. This Note is issued pursuant to a Second Amended and Restated Development Agreement dated as of April 18, 2017 between the EDA and the Owner (the "Development Agreement"). THIS NOTE IS NOT PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT, AS DEFINED BELOW. The principal of and interest on this Note is payable solely from and only to the extent of Available Tax Increment received by the EDA as of each Scheduled Payment Date which has not previously been applied to payment of this Note. For purposes of this Note, the term "Available Tax Increment" means 75% of the amounts which would have been received as tax increment in the year preceding a Scheduled Payment Date from collections of ad valorem taxes from the Property (as defined in the Development Agreement) in the EDA' s Tax Increment Financing District No. 2-5. The EDA shall pay to the Owner on each Scheduled Payment Date all Available Tax Increment on that date until such time as all accrued interest and outstanding principal under this Note has been paid in full. To the extent that the EDA is unable to pay the total principal and interest due on this Note at or prior to any February 1 installment payment date hereof as a result of its having received as of such date insufficient Available Tax Increment, such failure shall not constitute a default under this Note, but such unpaid interest or principal shall remain payable at the next February 1 installment payment date. The EDA shall have no obligation to pay the principal of or interest on this Note after February 1, 2036. This Note shall not be payable from or constitute a charge upon any funds of the EDA, and the EDA shall not be subject to any liability hereon or be deemed to have obligated itself to pay hereon from any funds except the Available Tax Increment, and then only to the extent and in the manner herein specified. The Owner shall never have or be deemed to have the right to compel any exercise of any taxing power of the EDA or of any other public body, and neither the EDA nor any council member, officer, employee or agent of the EDA, nor any person executing or registering this Note shall be personally liable hereon by reason of the issuance or registration hereof or otherwise. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have l� 4850-1029-3317.4 happened, and have been performed in regular and due form, time, and manner as required by law, and that this Note, together with all other indebtedness of the EDA outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the EDA to exceed any constitutional or statutory limitation. 20 4854-1029-3317.4 IN WITNESS WHEREOF, the EDA has caused this Note to be executed by the manual signatures of the President and Executive Director of the EDA, all as of the _ day of April, 2017, ATTEST: EAGAN ECONOMIC DEVELOPMENT AUTHORITY Lo (Form of Transfer) President For value received, the undersigned Owner does hereby assign and transfer the foregoing Note to the named Assignee, and the undersigned Treasurer of the Eagan Economic Development Authority, as registrar, hereby certifies that the foregoing Note has been transferred and registered on the bond register in the name of such Assignee. Signature of Date of Name of Assimiee Signature of Owner Executive Director Transfer on Register 21 48504029-3317.4 Agenda Information Memo April 18, 2017 City Council Meeting CONSENT AGENDA Q. Approve A Resolution To Accept A Grant From The Metropolitan Regional Arts Council In The Amount Of $5,000 For A Community Arts Grant Action To Be Considered: To approve a resolution to accept a grant from the Metropolitan Regional Arts Council in the amount of $5,000 for a Community Arts Grant. Facts: ➢ The City Council approved the submission of an application for a Community Arts Grant to fund arts programming throughout the community in September of 2016. ➢ The City of Eagan was notified that they were awarded a grant of $5,000, which will be matched with 25% in cash. ➢ The grant funding will support the following activities in 2017: o Harvest of Art event. Activities to include public Raku firing, Harvest of Art exhibit, entertainment and artist displays/sale by local artists and the annual Community Supported Art (CSA) project. o Activities for Eagan Art House 20th Anniversary year. o Programming and promotion will take place from January through September, 2017. ➢ The cash match is included in the 2017 budget through program fees and staff salaries. Attachments: (1) CQ -1 Resolution CITY OF EAGAN RESOLUTION TO APPROVE A RESOLUTION TO ACCEPT A GRANT FROM THE METROPOLITAN REGIONAL ARTS COUNCIL IN THE AMOUNT OF $5,000 FOR ART PROGRAMMING IN THE COMMUNITY. WHEREAS, Eagan Parks and Recreation applied for a grant from Metropolitan Regional Arts Council for art programming in the community, and WHEREAS, at their September 20, 2016 meeting the City Council approved the submission of an application for a Community Arts Grant, and WHEREAS, the City of Eagan was notified that they were awarded a grant of $5,000, which will be matched with 25% in cash, and NOW, THEREFORE, BE IT RESOLVED that the Eagan City Council does hereby accept the Community Arts Grant of $5,000 from the Metropolitan Regional Arts Council for arts programming in the community. Motion made by: Seconded by: Those in favor: Those against: Dated: CITY OF EAGAN CITY COUNCIL By: Mayor Attest: City Clerk CERTIFICATION I, Christina M.Scipioni, City Clerk for 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 18`h day of April, 2017. City Clerk Agenda Information Memo April 18, 2017 Eagan City Council Meeting CONSENT AGENDA R. Project 1176 — Community Center Parking Lot Improvements Action To Be Considered: Approve Project 1176 (Community Center Parking Lot Improvements), authorize preparation of detailed final plans and specifications, and authorize the Mayor and City Clerk to execute all related documents Facts: ➢ On February 17, 2015, the City Council approved the plans and specifications for Contract 15-02, Citywide Street Improvements. At the direction of the Council, the contract included the expansion of the Eagan Community Center (1501 Central Parkway) parking lot and extension of a trail from the community center entrance through a portion of the parking lot to accommodate pedestrian accessibility and increased parking demand at peak use of the festival grounds and center. ➢ Project 1176 provided for the construction of said parking lot expansion and pedestrian improvements, with associated costs programmed for the 2015 Eagan Community Center (ECC) Fund. . ➢ On April 7, 2015, Contract 15-02 was awarded to Hardrives, Inc. All work under Contract 15-02 has not been completed. ➢ While the City Council directed the inclusion of Project 1176 as part of Contract 15-02, there was not official Council action taken to approve Project 1176. It would be appropriate, as typical, to have Project 1176 approved by formal Council action. Attachments (0) Agenda Information Memo April 18, 2017, Eagan City Council Meeting CONSENT AGENDA S. Approve Sound Amplification Permit for La Fonda de Los Lobos Action To Be Considered: To approve a Sound Amplification Permit for an outdoor event with electronic sound system/audio equipment use after 10 p.m. to be held May 5 and 6 at 3665 Sibley Memorial Highway. Facts: ➢ An outdoor event with musical entertainment past 10 p.m. requires a permit and approval from the City Council and is subject to the requirements outlined in City Code Chapter 10, Section 10.31. ➢ La Fonda de los Lobos is planning an outdoor event on May 5 and 6, 2017. Part of the planned event is live outdoor music from 8:00 p.m. to 12:00 midnight. The event will take place in the fenced patio area attached to the establishment. The Community Development Department and Police Department have reviewed and signed off on the application. ➢ La Fonda's held a Cinco de Mayo 3 -day event in 2016. The bands were located within a tent on the northwest side of the building with the speakers facing south. Two noise complaints were received by the City. For 2017, La Fonda's is placing the bands on the patio with the speakers facing north toward the industrial area. ➢ Surrounding uses within % mile are limited industrial to the north and west and multi -family residential to the south and east. The stage and amplification equipment will be placed at the south end of the patio with the amplification equipment facing north toward the industrial area. Issues: None Attachments: (3) CS -1 Sound Amp Permit CS -2 Location Map CS -3 Radius Map City of Eajan 3830 Pilot Knob Road Eagan MN 55122 Phone: (651) 675-5690 Fax: (651) 675-5694 Use BLUE or BLACK Ink ----------------- For --------------- For Office Use I I Permit I I Permit Fee: r • L C' P_C V Date Received:Staff- ----_---____ LJ 2017 SOUND AMPLIFICATION PERMIT (OUTDOOR EVENTS AFTER 10PM) ✓ Eagan City Code Section 10.31 requires a permit for outdoor electronic sound system / audio equipment use after 10:OOPM. A completed written application meeting the requirements of Section 10.31, accompanied by a payment of $75.00 and a site plan must be filed with the Community Development Department three full weeks in advance of the City Council meeting at which it will be considered. A copy of Section 10.31 is attached for your use. ✓ Sound produced under the permit shall not exceed the maximum allowable sound pressure level as measured by Type 1 or 2 decibel meter, using the A -weighted fast response scale meeting ANSI Specifications, Section 1.4 —1971. o % mile radius from the property line, 3-5 feet above ground level — 55 decibels o '/z mile radius from the property line, 3-5 feet above ground level — 50 decibels ✓ City Council approval is also required in instances where liquor will be present. In those cases, you may submit the liquor license application at the same time sound amplification permit so both may be considered at the same City Council meeting. ✓ PLEASE PRINT ALL INFORMATION REQUESTED ON THIS APPLICATION Event Contact Information* 1 Event Details Name of individual responsible for event: ILFL b4l1 /� !' Contact phone Address: P I during the event: Phone: �/� (�Alternative Phone: Emarl Fax: l -ifs " This person must be present at all times during the event and act as the on-site contact for City officials during the event. The applicant and the contact person shall be responsible for compliance with the terms and condition imposed by the permit and Section 10.31. The applicant or contact person shall maintain the permit on the permitted premises at all times during which the permitted electronic sound system or audio equipment is in use. The permit shall be presented to any City official or law enforcement officer upon demand. Address of event: Purpose of event: Date(s) of event & day(s) of the week: Times of event: ir�fGfr flab Start: 614 Finish: Cw Set up begins at: (Date 1 Time) Maximum number of people in attendance on any day: Take down completed by: (Date 1 Time) 2015 SOUND AMPLIFICATION PERMIT Page 1 of 3 Description of electronic sound system or audio equipment: Type of sound to be generated (live music, recorded music, announcements, speeches, etc): Sound will be generated during these hours each i Name of contractor ! individual 12 responsible for sound: Address: Phone: �IJ�1ti+lL5iL Alternative Phone: Will there be hired speakers / performers at the event? NJ Yes ❑ No If yes, name individuals Description of entertainment to be provided: pie 1A, -g:� M Nlamei�b J t� �"yjAddress �� � � 15 c1g kn /Zip Ia J RJ— Name Address City / State / Zip Name Address Will food or alcohol be served at the event? If yes, describe: f _i'"I AUL I t 0] Yes JI No NOTE: Additional Permits may be necessary ❑ Attach 2 copies of a Site Plan. Include location of tents, stages, booths, first aid / relief stations, dumpsters, portable toilets, sound amplification equipment, signs and banners. Be specific as to the placement of sound system speakers and the direction the sound will travel. NOTE: Additional Permits may be necessary 2015 SOUND AMPLIFICATION PERMIT Page 2 of 3 List the cities in which the applicant or contact person has been issued a similar permit in the last five (5) years by this city or any other municipality or government entity with authority to issue such similar permit. Include contact information for the permitting entity and a statement as to whether the applicant or contact person was or was no vialation of any term or condition of the permit. �y The City Council may deny the permit if the proposed use of electronic sound system or audio equipment will adversely affect surrounding properties. The City Council may impose conditions upon the issuance of any permit that are reasonably related to ensure that the sound generated by the permitted sound system or audio equipment does not unreasonably disturb the persons and property surrounding the permitted location. I have received from the City of Eagan a copy of Eagan City Code 10.31 (Noisy Gatherings and Electronic Sound System Equipment) and will familiarize myself with the provisions contained within them. I hereby acknowledge that I have read this application, state the application is correct, and agree to comply with Eagan, MN laws regulating noise and electronic sound s stems / audio equipment use after 10:00PM, and all other ode laws. Applicant's Printed Name Applicant's Signature �Z-q--(7 Date FOR CITY OFFICE USE ONLY Character and nature of land uses underlying and adjacent to the land upon which the electronic sound system or audio equipment will be used: Beat: Has the applicant or contact person complied with the terms of previous or similar permits issued by another municipality or government agency during the last five years? Permit reviewed by: Ia' r {J ommu ty elopmen Approved by City Council: 2015 SOUND AMPLIFICATION PERMIT Page 3 of 3 3665 Sib Mem Hwy 1 in=47fi \ F] Lakes Storm Basin N City of Eapn Wetlands Sections Numbers Aerial Street Names atyote�an is Apr 3, 2017 Map Powered byDataLink 0 C> o ° r Z N � c3 'imp 03 3 M 7 C CL N N A CD3 0 Z 0 O 7 N O O o� z 0 A) 1D G 0. Z N � c3 3 M ^� 0 rL Ztn0 0� Co) Q. 'U 3ic o ;�ra ',:. f; '� � •�f r � ' , ,�,. r nab � 1� - q"ri ti . �; . i 7•' � $ `b, S ,icy f'S -'�s. • b Et .t? fF,w // Il' 4 �fYi. � r •a...:.. SF`s ]/ '_"W. ..... � � _ . i fTR ��ni zy i4'yjC x,01 I w o W wt�k .Yi q� I t �e aaK i► ,,�i�• rN 1 4� * �{/' l s'�p� f•`-•y5_',''°p Fli•c' '" ti w 1.0�„ i ,I j, i� t• ✓`�'3rtrq •ter' se''... ��"� . , v - •.. �:?� st.^��. f`ti j�GolrArl'�rei f :.��i'V'L,� d^a+'`1t.`"�i; 4 fj`�a ride +' ne yI °I l i r ',i, '"yt' '`v -•`� 7kr �,� -`ice' . � w ,, ,k, r._.,�, .�� .* .. t .q a 'k>, �.. ;� s • �'� a � , Miles Outdoor Event with Amplified Sound 0 0.25 0.5 La Fonda -3665 Sibley Memorial Hwy 4A RADIUS N Agenda Information Memo April 18, 2017 Eagan City Council Meeting PUBLIC HEARING A. Adopt a Resolution authorizing an amendment to a Minnesota Investment Fund Agreement with the Department of Employment and Economic Development for the benefit of Databank Holdings LP. Action To Be Considered: Adopt a Resolution authorizing execution of a one year extension to the Minnesota Investment Fund Agreement with the Department of Employment and Economic Development for the benefit of Databank Holdings LP. ➢ On April 21, 2015 the City of Eagan was awarded a $135,000 grant from the Minnesota Investment Fund (MIF) program administered by the State Department of Employment and Economic Development (DEED) to provide a forgivable loan to Databank Holdings LP for equipment costs as part of a new datacenter at 3255 Neil Armstrong Boulevard. ➢ The grant contract with DEED and loan agreement with Databank Holdings LP requires the company to meet a job creation goal of 18 new employees within a two-year period, or payback a pro rata share of the loan. The two-year deadline is May 1, 2017. ➢ The grant contract allows the City (grantee) to extend the grant period for one year from the compliance date to May 1, 2018, provided the City holds a public hearing and authorizes the extension by resolution. ➢ Databank Holdings LP has indicated in their project update they are close to meeting their hiring goals but, due to turnover, complexity of their ramp up and local economic factors, they would like a one-year extension to be certain they meet the compliance date. ➢ The project has met or exceeded all other compliance goals including equity and equipment expenditures. Attachments: (4) PHA -1 Location Map PHA -2 Resolution PHA -3 Letter of request from Databank Holdings LP PHA -4 Databank Project Update Z z �o LL p FO N N O Y C C ■rte m O � •y V E A N C = j oz (D y 7 a. M0 Z z �o LL p FO N O R V N = 7 V) C C V Y m O 9 � V a m' a 0 0 O CITY OF EAGAN, MINNESOTA RESOLUTION NO. MINNESOTA INVESTMENT FUND PROGRAM RESOLUTION AUTHORIZING AN AMENDMENT TO THE GRANT CONTRACT BETWEEN THE CITY OF EAGAN AND THE STATE OF MINNESOTA ACTING THROUGH THE DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT FOR THE PROJECT DATABANK HOLDINGS, LP BE IT RESOLVED that the City Eagan acted as the legal sponsor for the project contained in the Minnesota Investment Fund Program for the project entitled Databank Holdings, LP BE IT FURTHER RESOLVED that the City of Eagan has the legal authority to amend the Grant Contract dated October 27, 2015 between the City of Eagan and the State of Minnesota acting through the Department of Employment and Economic Development. BE IT FURTHER RESOLVED that the City Eagan has held a public hearing for the purpose of accepting comments to amend the Grant Contract in compliance with the Minnesota Business Subsidy Law to extend the term of the Grant Contract. BE IT FURTHER RESOLVED that the City Council of the City of Eagan authorizes to execute an amendment to the Grant Contract dated October 27, 2015 between the City of Eagan and the State of Minnesota acting through the Department of Employment and Economic Development. NOW, THEREFORE BE IT RESOLVED that the Mayor and City Clerk, or their successors in office, are hereby authorized to execute the amendments, thereto, as are necessary to implement the project on behalf of the City of Eagan. ADOPTED by the City Council of the City of Eagan this 18th day of April, 2017. IM Attest: Ayes: Nayes: Mike Maguire Its: Mayor Christina M. Scipioni Its: Clerk CERTIFICATION 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 day of _ , 2017. Christina M. Scipioni, Clerk Vr%,1r1*_1 DATA BAN K Date: March 28, 2017 To: City of Eagan From: DataBank Holdings, LP Subject: Minnesota Investment Fund — Request for Extension Pursuant to the Agreement for Loan of Minnesota Investment Funds between DataBank Holdings, LP ("Borrower") and the City of Eagan (the "City"), DataBank hereby requests a one year extension of the Compliance Date. Per the Agreement, DataBank had two years following the Disbursement Date and continuing through at least the Compliance Date, the borrower shall create at least eighteen (18) new permanent, full-time equivalent jobs (the "New Jobs"). The New Jobs must pay a wage of at least $31.66 per hour, exclusive of benefits. DataBank has successfully operated at the Property since inception and has been a valuable addition to the region's economic and employment base. DataBank appreciates the State, City, and County support it has received, but due to economic factors, DataBank is in need of a one year extension of the Agreement for Loan of Minnesota Investment Funds. It is our sincerest hope that this request is granted. Please feel free to contact me directly with any questions related to this request or any related matter. Again, thank you for your valued partnership and appreciation of our need for a one year extension. Sincerely, Kevin Ooley Chief Financial Officer DataBank Holdings, LP 3255 Neil Armstrong Blvd Eagan, MN 55121 Ph: (214) 646-1939 koole% ,vdatabank.com O LA F o Ln EO C: :3Ln0- C: �E Ln c O '7 y a E a) O UCL c w O o m + C) fu W LnN N m u00 o- E 1.0 O v N O O E a aj o t► u 3 �' C: ca V 4-j cn > s= bn w OJ � L > > - 4- 4-jN L • — crs O 4- U O C u- u 4 O V Q U 0 U N Q `- O O N 0 c O CID c fa .� s fa � -C x � O � j N � 4-j O � N ai aJ EE , O 0 •=3 CL +, 4-j cr U5 U O N N > E -6 N O •- O O O � E W Qs +� s 40 s tm 4-J m bio 0 S U IA O = i 0- C13 .N CO x x +J cr c a-J QJ E O N W r LL C— G s L Q � d -J O . Ln � �--+ U N N O O O � O O N � 4-J 4-J Ln � tv0 N cr bA w 4 O 'cn X V N a N J O 4 -JL- � a ) ca c L � ai0 .N LU LU0 O N W AGENDA CITY OF EAGAN REGULAR MEETING OF THE ECONOMIC DEVELOPMENT AUTHORITY EAGAN MUNICIPAL CENTER April 18, 2017 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 B. ADOPT AGENDA C. CONSENT AGENDA 1. APPROVE EDA Minutes 2. Adopt resolution approving Second Amended and Restated Development Agreement with MG Eagan, LLC D. PUBLIC HEARING E. OLD BUSINESS F. NEW BUSINESS G. OTHER BUSINESS H. ADJOURN Agenda Information Memo April 18, 2017 Eagan Economic Development Authority Meeting 141SIL&W 1<i_TC1 4 ` The following items referred to as consent items require one (1) motion by the Economic Development Authority. If the Economic Development Authority 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. 1. Approve Minutes Action To Be Considered: To approve the minutes of the April 4, 2017 regular Economic Development Authority meeting as presented or modified. Attachments: (1) EDAC1-1 April 4, 2017 Minutes MINUTES OF A MEETING OF THE EAGAN ECONOMIC DEVELOPMENT AUTHORITY Eagan, Minnesota April 4, 2017 A meeting of the Eagan Economic Development Authority was held on Tuesday, April 4, 2017 at the Eagan Municipal Center. Present were President Maguire, Commissioner Bakken, Commissioner Fields, and Commissioner Hansen. Commissioner Tilley was absent. Also present were Executive Director Osberg, City Attorney Bauer, 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 March 21, 2017. 2. It was recommended to approve a License Agreement for Construction Staging and Erosion Control with Onion City Lodging, LLC. 3. It was recommended to approve a Third Amendment to Sale and Purchase Agreement with Affinity at Eagan, LLC. 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 Hansen seconded a motion to adjourn the meeting. Aye: 4 Nay: 0 Date David M. Osberg, Executive Director Agenda Information Memo April 18, 2017 Eagan Economic Development Authority Meeting CONSENT AGENDA 2. Adopt a Resolution Approving a Second Amended and Restated Development Agreement with MG Eagan, LLC. Action To Be Considered: Adopt a resolution approving a Second Amended and Restated Development Agreement with MG Eagan, LLC Facts: ➢ The Northeast Eagan Redevelopment District was first certified in July 2002 as TIF District 2-4 which incorporated a portion of what is now the Interstate Partners/Grand Oak development, property west of Highway 55, and property north of Blue Gentian Road. ➢ McGough Development owns property north of Blue Gentian Road which was originally occupied by older, dilapidated single-family homes without municipal sewer and water. McGough voluntarily acquired all but four parcels to complete land assembly for a proposed office development. ➢ McGough requested EDA assistance to acquire the remaining four parcels through eminent domain. McGough has provided complete reimbursement to the EDA for its costs of approximately $3.2 million. ➢ On June 18, 2008, McGough Development, the City and the EDA entered into an Amended and Restated Development Agreement whereby the EDA agreed to provide a pay-as-you-go TIF Note if the developer met certain minimum improvements. Phase I was proposed to be a 75,000 square foot office building and Phase II was proposed as an additional 130,000 square foot building. The EDA would issue a TIF Note for $3.8 million upon completion of both phases. ➢ As part of a restructuring of the Northeast Eagan TIF District 2-4, the City created a new TIF District (TIF 2-5) in 2009, which now includes only the McGough property and property on the west side of Highway 55. This District was certified on April 28, 2009. ➢ The economic downturn negatively impacted McGough's ability to market the site for an office user. Although the property has excellent exposure from Highway 494, the access is somewhat circuitous, and topographical constraints will result in significant grading costs for any development. ➢ McGough has recently approached the City with a potential 150,000 square foot office development with surface parking. A second phase of 60,000 square feet is possible. ➢ Under current TIF statutes, the City/EDA must issue the TIF Note by April 28, 2017. Although McGough has incurred qualified costs that exceed the proposed TIF Note, all of the deadlines under the existing Development Agreement have passed and the City/EDA will need to amend the Agreement. ➢ The Finance Committee reviewed the proposal at its March 22, 2017 meeting, provided direction on terms of the Agreement, and recommended approval by the City Council. ➢ Key terms of the Second Amended and Restated Development Agreement include: o No increment is paid to the developer until Minimum Improvements of at least 100,000 square feet of office has been commenced; o Construction of Minimum Improvements must be commenced no later than April 1, 2020; o The outstanding principal of the TIF Note shall be increased if additional office or hotel development commences prior to April 1, 2025; o The TIF Note will be prorated based on the actual size of development in comparison to the 2008 Phase I and II proposal; o The developer will receive 75% of the increment, and the City will retain 25% for administration and pooling; o The TIF Note will mature and no increment will be paid after February 1, 2036. Attachments: (3) EDAC2-1 Location Map EDAC2-2 Resolution Approving Second Amended and Restated Development Agreement with MG Eagan, LLC for Tax Increment Financing District No. 2-5 EDAC2-3 Second Amended and Restated Development Agreement r C Cd G d d L ai J d J E c Q. M p CM m d? W > CD CDa G c E E ma z 0 z CD 7 y 'p Cr rn a.w 0 P f iA BLUE O a� 0 0 CD cd w c V 0 L cm7 N r C Cd G d d L ai J d J E c Q. M p CM m d? W > CD CDa G c E E ma z 0 z CD 7 y 'p Cr rn a.w 0 P f iA BLUE O 04 N N ' r L L y iCL J ' • • ' � ��lti ��ll��17 Y'Z��i � "'✓ Lo a� 0 0 co N 0 L cm7 N U N n o o Lc)I N 3 � C-4 y N O Y m 2 L T ••a � o • 7 r- F 04 N N ' r L L y iCL J ' • • ' � ��lti ��ll��17 Y'Z��i � "'✓ Lo Extract of Minutes of Meeting of the Board of Commissioners of Eagan Economic Development Authority Pursuant to due call and notice thereof, a meeting of the Board of Commissioners of Eagan Economic Development Authority was duly held in the Eagan Municipal Center, in said City on Tuesday April 18, 2017, at o'clock P.M. The following members were present: and the following were absent: Commissioner introduced the following resolution and moved its adoption: RESOLUTION NO. APPROVING SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT WITH MG EAGAN, LLC FOR TAX INCREMENT FINANCING DISTIRCT NO. 2-5 WHEREAS, the EDA has created and established a Tax Increment Financing District referred to as Tax Increment Financing District No. 2-5 (the "TIF District") in connection with that part of the Development Program for Northeast Eagan Development District No. 2 which has been established as a Redevelopment Project pursuant to Minnesota Statutes, Section 469.028 (the "Redevelopment Project Area") and pursuant to the authority granted by Minnesota Statutes, Sections 469.090 to 469.1081 and 469.001 to 469.047 and Sections 469.174 through 469.179 (collectively, the "Acts"); and WHEREAS, pursuant to the Acts, the EDA has adopted and the City has approved a Redevelopment Plan (the "Redevelopment Plan") and a tax increment financing plan (the "TIF Plan") to finance a portion of the public redevelopment costs of the Redevelopment Project Area; and WHEREAS, in order to achieve the objectives of the Redevelopment Plan and the TIF Plan, the EDA has determined to provide substantial aid and assistance through the financing of certain land acquisition, demolition, soil correction and public improvement costs in the Redevelopment Project Area; and WHEREAS, the EDA, the City of Eagan and MG Eagan, LLC (the "Developer") entered into an Amended and Restated Development Agreement (the "Prior Agreement") under which the Developer proposed to develop certain office facilities within the 4822-1989-8694.1 Redevelopment Project Area and the TIF District which the EDA determined would promote and carry out the Redevelopment Plan and TIF Plan; and WHEREAS, the Developer has paid Developer Acquisition Costs and Demolition and Soil Correction Costs under the Prior Agreement in an amount not less than $6,000,000; and WHEREAS, although the Developer did not commence the Improvements within the time frame established by the Prior Agreement, the EDA wishes to continue to encourage development of the Property and remains willing to reimburse the Developer for a portion of the Developer Acquisition Costs and Demolition and Soil Correction Costs paid by the Developer; and WHEREAS, there has been submitted to this Board a Second Amended and Restated Development Agreement (the "Development Agreement") to amend and restate the Prior Agreement; and WHEREAS, by reason of the replatting of the Property into a single parcel, the Repurchase Agreement attached to the Prior Agreement is eliminated. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of Eagan Economic Development Authority as follows: The Development Agreement and the Tax Increment Note attached thereto are hereby approved and shall be executed and delivered by the President and Executive Director. 2. As permitted by the TIF Plan and the Acts, the EDA shall apply 25% of the tax increment form the TIF District for administrative costs and payment or reimbursement of authorized expenditures for Cedar Grove Development District, and if the Developer satisfies the conditions of the Development Agreement, the balance shall be applied to payment of the Tax Increment Note. Motion by: Second by: Those in Favor: Those Against: Date: Mike Maguire, Its President Attest: 4822-1989-8694.1 David M. Osberg, Its Executive Director SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT Dated April 18, 2017 Between EAGAN ECONOMIC DEVELOPMENT AUTHORITY CITY OF EAGAN and MG EAGAN, LLC This Instrument Drafted by- �Ch 1,ie 3400 RBC Plaza 60 South Sixth Street Minneapolis, Minnesota 55402 Telephone: (612) 334-5000 4830-1024-3317.4 SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS AGREEMENT, made and entered into as of this 18t` day of April, 2017, by and between the EAGAN ECONOMIC DEVELOPMENT AUTHORITY, a Minnesota municipal corporation (the "EDA"), the CITY OF EAGAN, a Minnesota municipal corporation (the "City"), and MG EAGAN, LLC, a Minnesota limited liability company (the "Developer") amends and restates the Amended and Restated Development Agreement dated June 18, 2008 (the "Prior Agreement"), between the EDA, the City and the Developer, as follows: WITNESSETH: WHEREAS, the EDA has created and established a Tax Increment Financing District referred to as Tax Increment Financing District No. 2-5 (the "TIF District") in connection with that part of the Development Program for Northeast Eagan Development District No. 2 which has been established as a Redevelopment Project pursuant to Minnesota Statutes, Section 469.028 (the "Redevelopment Project Area") and pursuant to the authority granted by Minnesota Statutes, Sections 469.090 to 469.1081 and 469.001 to 469.047 and Sections 469.174 through 469.179 (collectively, the "Acts"); and WHEREAS, the area of the TIF District was formerly a part of Tax Increment Financing District No. 2-4 (the "Former TIF District"), which has been decertified in part; and WHEREAS, pursuant to the Acts, the EDA has adopted and the City has approved a Redevelopment Plan (the "Redevelopment Plan") and a tax increment financing plan (the "TIF Plan") to finance a portion of the public redevelopment costs of the Redevelopment Project Area; and WHEREAS, in order to achieve the objectives of the Redevelopment Plan and the TIF Plan, the EDA has determined to provide substantial aid and assistance through the financing of certain land acquisition, demolition, soil correction and public improvement costs in the Redevelopment Project Area; and WHEREAS, the Developer proposes to develop certain office or commercial facilities within the Redevelopment Project Area and the TIF District which the EDA has determined will promote and carry out the Redevelopment Plan and TIF Plan; and WHEREAS, the Developer has paid Developer Acquisition Costs and Demolition and Soil Correction Costs under the Prior Agreement in an amount not less than $6,000,000; and WHEREAS, although the Developer has not commenced the Improvements within the time frame established by the Prior Agreement, the EDA wishes to encourage development of Property and remains willing to reimburse the Developer for a portion of the Developer Acquisition Costs and Demolition and Soil Correction Costs paid by the Developer; and 2 4$30-1024-3317.4 WHEREAS, this Agreement has been approved by the governing bodies of the EDA and the City; NOW, THEREFORE, in consideration of the mutual covenants and obligations of the EDA, the City and the Developer, the parties hereby represent, covenant and agree, as follows: ARTICLE I. DEFINITIONS, EXHIBITS, RULES OF INTERPRETATION Section 1.1 Definitions. In this Agreement, the following terms have the following respective meanings unless the context hereof clearly requires otherwise: U Certificate of Completion. The certificate of completion to be executed and delivered upon completion of the Minimum Improvements pursuant to Section 3.4, in the form of Exhibit B hereto. b City. The City of Eagan, Minnesota. (c) Demolition and Soil Correction Costs. The costs of the City, the EDA and Developer of demolition of existing structures on the Property and soil correction associated with the Improvements. (d) Develgper. MG Eagan, LLC, a Minnesota limited liability company, its successors and assigns. (e) Developer A+ guisition Costs. The actual costs to the Developer of acquiring the Property, together with relocation costs and interest paid by the Developer on financing incurred to purchase such property. (f) Development. The Property and the Improvements to be constructed thereon according to the Development Plans approved by the EDA and the City. W Development Plans. Collectively, the preliminary plans, drawings and related documents furnished to the City, relating to the Property, as the same may be amended or supplemented from time to time by the Developer and approved by the EDA and the City, which establish certain design and construction standards for the Improvements. W EDA. The Economic Development Authority of the City of Eagan, Minnesota. Improvements. The Minimum Improvements and any additional office or hotel improvements which may be constructed on the Property in accordance with the Development Plans. 4850-1029-3317.4 Minimum improvements. The improvements to be constructed on the Property, which shall consist of an office building of at least 100,000 gross square feet and surface parking, as specified in the Development Plans, but excluding any and all personal Property W Mortgage and Holder. The term "mortgage" shall include the mortgage or mortgages referenced in Article IV of this Agreement and any other instrument creating an encumbrance or lien upon the Development or any part thereof as security for a loan. The term "holder" in reference to a mortgage includes any insurer or guarantor (other than the Developer) of any obligation or condition secured by such mortgage or deed of trust. Ll Property. The real property which is included within the TIF District and which is legally described in Exhibit A attached hereto. Lml Redevelopment Plan. The Redevelopment Plan for the Redevelopment Project Area, as amended from time to time. Un Tax Increment Financing District [TIF District; Tax Increment Financing District No. 2-5 created by the EDA pursuant to Minnesota Statutes Sections 469.174 through 469.179 and described in the TIF Plan adopted therefor. Up Tax Increment Fingncin Plan TIF Plan). The plan for development of the TIF District adopted by the EDA pursuant to Minnesota Statutes Sections 469.174 through 469.179 and approved by a resolution of the City Council adopted June 3, 2008. W Tax Increment Note ( "TIF Note"). The Tax Increment Revenue Note to be issued by the EDA to reimburse, with interest, the Developer Acquisition Costs and Demolition and Soil Correction Costs paid by the Developer prior to the date hereof, in substantially the form attached as Exhibit C. W Other Terms. Terms defined in other sections of this Agreement have the meanings given them. LrI Unavoidable Delays. Delays which are the direct result of strikes, fire or other casualty, war, material shortage, weather, causes beyond the constructing party's control, or acts of God, or acts of any federal, state or local government unit, except those acts anticipated or contemplated under this Agreement. Section 1.2 Exhibits. The following Exhibits are attached to and by reference made a part of this Agreement: A. Legal Description of Development Property B. Certificate of Completion. C. Form of Tax Increment Note. Section 1.3 Rules of Inten-)retation. 4 4850-1029-3317.4 (a) This Agreement shall be interpreted in accordance with and governed by the laws of the State of Minnesota. (b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE H. REPRESENTATIONS AND COVENANTS Section 2.1 By the Developer. The Developer makes the following acknowledgements, representations and covenants: (a) The Developer has the legal authority and power to enter into this Agreement. (b) The Developer has acquired the Property and has the necessary financial resources for construction of the Minimum Improvements. (c) The Developer will, to the extent required by this Agreement, construct or cause the construction of the Minimum Improvements in accordance with the terms of this Agreement, the TIF Plan and all local, state and federal laws and regulations, and will construct or cause the construction of or pay the costs of construction of any site improvements, utilities, parking facilities, or landscaping improvements which are necessary in connection with the construction and operation of the Minimum Improvements. (d) At such time or times as may be required by law, the Developer will have complied with all local, state and federal environmental laws and regulations, will have obtained any and all necessary environmental reviews, licenses or clearances under, and will be in compliance with the requirements of the National Environmental Policy Act of 1969, the Minnesota Environmental Policy Act, and the Critical Area Act of 1973. (e) The Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all local, state and federal laws and regulations which must be obtained or met before the Improvements may be constructed. 4850-1029-3317A (f) The Developer has conducted such investigation as it has deemed necessary with respect to the establishment of the TIF District and the basis for the inclusion of the Property therein and, with respect to this Development Agreement and its acceptance of the TIF Note, is not relying on any representation or warranty of the EDA or the City with respect to the due establishment thereof or its qualification as a "redevelopment district". (g) The Developer's investment in the purchase of the Property and site preparation, after giving effect to the TIF Note, will be at least 70% or more of the assessor's current year's estimated market value and, accordingly, Minnesota Statutes, Sections 1167.993 to 1167.995, do not apply to this Development Agreement or the assistance provided by the TIF Note. Section 2.2 Br _ the EDA and City. The EDA and City make the following representations as the basis for the undertaking on its part herein contained: (a) The EDA and City are authorized by law to enter into this Agreement and to carry out their respective obligations hereunder; (b) The City will consider zoning modifications for the Property to accommodate the Development as proposed, and the City has conducted and completed all environmental reviews and assessments required to be undertaken by it under applicable law. (c) The EDA intends to treat the issuance of the TIF Note as reimbursement for eligible costs under Minnesota Statutes, Sections 469.176, Subd. 4 and Section 469.1763, Subd.3, Clause 4, including interest on unreimbursed costs; and, unless a subsequent allocation is made, to allocate for purposes of Minnesota Statutes, Section 469.1763, the payment or reimbursement to eligible costs, in the following order; (a) Developer Acquisition Costs, and (b) Demolition and Soil Correction Costs, paid prior to April 28, 2017. The Property was determined by the EDA's consultants to include parcels which contained structurally substandard buildings and adjacent parcels necessary to provide a site of sufficient size to permit an integrated development. ARTICLE III. CONSTRUCTION OF EMPROVEMENTS; PUBLIC EWPROVEMENTS; OTHER DEVELOPER OBLIGATIONS Section 3.1 Construction of Minimum Improvements. The Developer agrees that it will construct or cause to be constructed the Minimum Improvements and any other Improvements which the Developer elects to construct on the Property substantially in accordance with the Development Plans. Section 3.2 Buildin Plans. Final Development Plans for the Improvements shall be subject to approval by the City. 6 4950-1029-3317A Section 3.3 Co1ppletion of Construction. Subject to Unavoidable Delays, construction of the Minimum Improvements shall be commenced no later than April 1, 2020. All construction shall be in conformity with the approved Development Plans. Periodically during construction, but at intervals of not less than 60 days, the Developer shall make reports in such detail as may reasonably be requested by the EDA concerning the actual progress of construction. Section 3.4 Certificate of Completion. Promptly after notification by the Developer of completion of the Minimum Improvements, the EDA shall inspect the construction to determine whether it has been substantially completed in accordance with the terms of this Agreement, including the date for the completion thereof. In the event that the EDA determines that the construction has been completed substantially in accordance with the Development Plans and applicable regulations, the EDA shall furnish the Developer with a Certificate of Completion in the form of Exhibit B. Such certification by the EDA shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Developer to construct or cause to be constructed the Minimum Improvements, and shall constitute a release of the Developer's obligations hereunder. Section 3.5 EWnses. The Developer shall pay or reimburse the EDA and the City for all of the out-of-pocket costs incurred by the City and EDA in connection with the establishment of the TIF District and the negotiation and preparation of the TIF Plan and this Agreement, including the fees and expenses of their attorneys, financial consultants and other consultants. ARTICLE IV. LEVITATION UPON ENCUMBRANCE; PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; SUBORDINATION Section 4.1 Limitation Upon Encumbrance of Development. Prior to the issuance of the Certificate of Completion for the Minimum Improvements, neither the Developer nor any successor in interest to the Property or any part thereof shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Property, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attached to the Property other than the mortgages, liens or encumbrances attached for the purposes of obtaining funds to the extent necessary for acquiring and developing the Property and constructing the Improvements and such additional funds, if any, in an amount not to exceed the costs of developing the Development, without the prior written approval of the EDA. The EDA shall not approve any Mortgage which does not contain terms which conform to the terms of this Article IV of this Agreement. Section 4.2 Representation as to Development. The Developer represents and agrees that its undertakings pursuant to this Agreement are for the purpose of implementation of the Development. The Developer further recognizes that, in view of the importance of the Development to the general welfare of the EDA and the substantial financing and other public 7 4850-1029-3317.4 aids that have been made available by the EDA and the City for the purpose of making the Development possible, the qualifications and identity of the Developer are of particular concern to the EDA. The Developer further recognizes that it is because of such qualifications and identity that the EDA is entering into this Agreement, and, in so doing, is further willing to rely on the representations and undertakings of the Developer for the faithful performance of all undertakings and covenants agreed by Developer to be performed. Section 4.3 Prohibition Against Transfer of Prosy and Assignment of Agreement. For the reasons set out in Section 4.2 of this Agreement, the Developer represents and agrees that, prior to the issuance of the Certificate of Completion for the Minimum Improvements: (a) Except only transfers to affiliated entities in which MG Eagan, LLC or McGough Development, LLC has an ownership interest and/or management control and transfers or encumbrances for the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Property, or any part thereof, to acquire and develop the Property and perform the Developer's obligations with respect to the Development under this Agreement, and any other purpose authorized by this Agreement, the Developer, except as so authorized, has not made or created, and will not make or create, or suffer to be made or created, any total or partial sale, assignment, conveyance, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Development or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the EDA, which approval shall not be unreasonably withheld; and (b) The EDA shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such approval under this Section 4.3 that: (i) any proposed transferee shall have the qualifications and financial responsibility, as determined by the EDA, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer, or, in the event the transfer is of or relates to part of the Development, such obligations to the extent that they relate to such part; (ii) any proposed transferee, by instrument in writing satisfactory to the EDA and in form recordable among the land records, shall for itself and its successors and assigns, and specifically for the benefit of the EDA, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to such obligations, restrictions and conditions or, in the event the transfer is of or relates to part of the Development, such obligations, conditions, and restrictions to the extent that they relate to such part; provided, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development or any part thereof, shall, for whatever reason, not have assumed such obligations or agreed to do so, shall not, unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the EDA, relieve or except such transferee or successor from such obligations, conditions, or restrictions, or deprive or limit the EDA of or with respect to any rights or remedies or controls with respect to the Development or the construction of the Improvements; it being the intent of this Section 4.3, together with other provisions of this Agreement, that to the fullest extent permitted by law and equity and excepting only in the manner 4850-1029-3317.4 and to the extent specifically provided otherwise in the Agreement, no transfer of, or change with respect to, ownership in the Development or any part thereof, or any interest therein, however consummated or occurring, whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the EDA, of any rights or remedies or controls provided in or resulting from this Agreement with respect to the Development and the construction of the Improvements that the EDA would have had if there been no such transfer or change; and (iii) there shall be submitted to the EDA for review all instruments and other legal documents involved in effecting transfers described herein, and, if approved by the EDA, its approval shall be indicated to the Developer in writing. In the absence of specific written agreement by the EDA to the contrary, no such transfer or approval by the EDA thereof shall be deemed to relieve the Developer from any of its obligations with respect thereto which are not expressly assumed by the transferee approved by the EDA. Section 4.4 Subordination and Modification for the Benefit of Mortgagees. (a) In order to facilitate the obtaining of temporary or permanent financing for the acquisition and development of the Property and construction or purchase of the Improvements by the Developer or others, the EDA agrees to subordinate its rights under this Agreement to the holder of any mortgage entered into for the purpose of obtaining such financing. (b) In order to facilitate the obtaining of financing for the acquisition and development of the Property and construction or purchase of the Improvements, the EDA agrees that it shall agree to any reasonable modification of this Article IV or waiver of its rights hereunder to accommodate the interests of the holder of the Mortgage, provided, however, that the EDA determines, in its reasonable judgment, that any such modification(s) will adequately protect the legitimate interests and security of the EDA with respect to the Development. ARTICLE V. TAX INCREMENT NOTE Section 5.1 Issuance of Tax Increment Note. As reimbursement with interest for a portion of the Developer Acquisition costs and Demolition and Soil Correction Costs paid by the Developer and in contemplation of the completion of the Minimum Improvements the EDA is issuing to the Developer the Tax Increment Note substantially in the form of Exhibit C. The initial principal amount of the TIF Note shall be $3,800,000, but shall be adjusted to equal the lesser of (i) $3,800,000 or (ii) $3,800,000 multiplied by a fraction, the numerator of which is the number of gross square feet of the first office building included in the Improvements and the denominator of which is 205,000. If additional office or hotel Improvements are commenced as a second phase prior to April 1, 2025, the then outstanding principal amount shall be increased by an amount equal to $3,800,000 multiplied by a fraction the numerator of which equals the number of gross square feet of the second phase Improvements and the denominator of which is 205,000; provided, however, that the resulting principal amount shall not exceed $3,800,000 less the principal amount paid under the TIF Note prior to the date of 9 4850-1029-3317A that adjustment. The TIF Note shall bear interest at the rate of 5.00% per annum, and shall be payable in annual installment payments payable on February 1 of each year to and including February 1, 2036, commencing on the February 1 following commencement of construction of the Minimum Improvements (the "Commencement Date"). Annual installment payments shall be applied first to interest (including overdue interest) and then to a reduction in outstanding principal. Interest on the outstanding balance of the TIF Note shall accrue, from and after the Commencement Date or most recent installment payment date and, if not paid on an installment payment date for lack of available funds, shall not be added to principal. The TIF Note shall mature on February 1, 2036. The Developer covenants and agrees not to sell, transfer or convey the TIF Note without the express written consent of the EDA; provided, however, that the Developer may, without such consent, (i) pledge or grant a security interest in the TIF Note to a lender as security for a loan or (ii) after 10 days' prior written notice to the EDA, transfer a TIF Note to an institutional investor which has acknowledged in writing that (a) it is acquiring the TIF Note for purposes of investment and not for resale, (b) it is not relying on any representations or warranties of the EDA or City, express or implied, as to the availability or adequacy of the tax increment to pay principal and interest or upon any funds of the City or EDA and (c) all subsequent transfers shall meet such conditions. The Developer acknowledges that the EDA makes no representations as to the adequacy of tax increments available to pay the TIF Note. The TIF Note shall be payable solely from the available tax increment to the extent provided in Section 5.2 hereof and the EDA shall have no other liability on either TIF Note, nor shall either TIF Note be payable out of any funds or properties of the EDA or City other than tax increment from the Property. Section 5.2 Tax Increment Available for TIF Notes. The annual installments due on the TIF Notes shall be paid solely from the tax increment actually received by the EDA from collections of ad valorem taxes from the Property, after deducting 25% of such increment for allowable administrative expenses and other purposes. Available tax increment shall be applied first to interest accrued (including overdue interest) and then to principal. No installments of principal or interest on the TIF Note are required to be paid after February 1, 2036, regardless of whether the TIF Note has been paid in full. Neither the EDA nor City shall pledge or appropriate any available tax increment from the Property to the payment of any other obligation until the TIF Note has been paid in full. ARTICLE VI. EVENTS OF DEFAULT Section 6.1 Events of Default Defined. The following shall be deemed Events of Default under this Agreement and the term shall mean, whenever it is used in this Agreement, unless the context otherwise provides, any one or more of the following events: 10 4850-1029-3317.4 (a) Failure by the Developer to observe and substantially perform any material covenant, condition, obligation or agreement on its part to be observed or performed hereunder, if such failure shall continue for a period of thirty (30) days after written notice of such failure is given by the EDA or the City to the Developer; provided, however, that if such failure is of such nature that it cannot with diligence be cured within thirty (30) days, and provided further that within such thirty (30) -day period the Developer has commenced such cure and thereafter diligently prosecutes such cure, such thirty (30) -day period shall be extended for the period reasonably necessary to cure such failure, (b) If the Developer shall admit in writing its inability to pay its debts generally as they become due, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver of itself or of the whole or any substantial part of the Development; (c) If the Developer shall file a petition under the federal bankruptcy laws; :04 (d) If the Developer, on a petition in bankruptcy filed against it, be adjudicated as bankrupt, or a court of competent jurisdiction shall enter an order of decree appointing, without the consent of the Developer, a receiver of the Developer or of the whole or substantially all of its property, or approve a petition filed against the Developer seeking reorganization or arrangement of the Developer under the federal bankruptcy laws, and such adjudication, order or decree shall not be vacated or set aside or stayed within 120 days from the date of entry thereof. Section 6.2 Remedies on Default. Whenever any Event of Default occurs, the EDA and the City may, in addition to any other remedies or rights given the EDA and the City under this Agreement, take any one or more of the following actions: (a) suspend their performance under this Agreement until they receive assurances from the Developer, deemed reasonably adequate by the EDA or the City, that the Developer will cure its default and continue its performance under this Agreement; (b) cancel or rescind this Agreement; (c) withhold the Certificate of Completion; or (d) take whatever action at law or in equity may appear necessary or desirable to the EDA or the City to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Once a Certificate of Completion has been issued, Developer has no further obligations hereunder, and no remedy shall affect the right of the Developer to receive payment under the TIF Note. 11 4850-1029-3317,4 Section 6.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the EDA is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the EDA or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article VI. Section 6.4 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by any parry and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. ARTICLE VII. ADDITIONAL PROVISIONS Section 7.1 Conflicts of Interest: Representatives Not Individually Liable. No EDA officer who is authorized to take part in any manner in making this Agreement in his or her official capacity shall voluntarily have a personal financial interest in this Agreement or benefit financially therefrom. No member, official, or employee of the EDA shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the EDA or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. Section 7.2 Non -Discrimination. The provisions of Minnesota Statutes, Section 181.59, which relate to civil rights and non-discrimination, shall be considered a part of this Agreement and binding on the Developer as though fully set forth herein. Section 7.3 Notice of Status and Conformance. At such time as all of the provisions of this Agreement have been fully performed by the Developer, the EDA and the City shall, upon not less than ten days prior written notice by Developer, execute, acknowledge and deliver without charge to Developer or to any person designated by Developer a statement in writing in recordable form certifying that this Agreement has been fully performed and the obligations hereunder fully satisfied. Section 7.4 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is sent by mail, postage prepaid, return receipt requested or delivered personally: (a) As to the EDA: Executive Director 12 4850-1029-3317.4 Eagan Economic Development Authority 3830 Pilot Knob Road Eagan, MN 55122 (b) As to the City: City of Eagan 3830 Pilot Knob Road Eagan, MN 55122 (c) As to the Developer: MG EAGAN, LLC clo McGough Development, LLC 2737 Fairview Avenue North St. Paul, MN 55113 Attn: Mark Fabel, Executive Vice President with a copy to: Brian S. McCool Fredrikson & Byron P.A. 200 S. 6"' Street, Suite 4000 Minneapolis, MN 55402 or at such other address with respect to any parry as that party may, from time to time, designate in writing and forward to the -others as provided in this Section 7.4. Section 7.5 Counter arts. This Agreement may be simultaneously executed in any number of counterparts, all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the EDA and the City have caused this Agreement to be duly executed in their naives and behalf and the Developer has caused this Agreement to be duly executed as of the day and year first above written. EAGAN ECONOMIC DEVELOPMENT AUTHORITY By Mike Maguire, President And By David M. Osber& Executive Director 13 4850-1029-3317.4 STATE OF MINNESOTA) SS COUNTY OF DAKOTA) The foregoing instrument was acknowledged before me this day of 2017, by Mike Maguire and David M. Osberg, the President and Executive Director of the Eagan Economic Development Authority, a municipal corporation under the laws of the State of Minnesota, on behalf of the Eagan Economic Development Authority. STATE OF MINNESOTA) SS COUNTY OF DAKOTA) Notary Public CITY OF EAGAN By And By Mike Maguire, Mayor Christina M. Scipioni, City Clerk The foregoing instrument was acknowledged before me this day of 2017, by Mike Maguire and Christina M. Scipioni, the Mayor and City Clerk of the City of Eagan, a municipal corporation under the laws of the State of Minnesota, on behalf of the corporation. Notary Public MG EAGAN, LLC By Thomas J. Mcdough, J , President 14 4850-1029-3317.4 STATE OF MINNESOTA) SS COUNTY OF PAK-eT-A) The foregoing instrument was acknowledged before me this latly of ;2017, by Thomas J. McGough, Jr., the President of MG EAGAN, LLC, a Minnesota limitedfiability company, on behalf of the company. :SH:AN�NON -M. SEIFERT o Public PU=-mNNES=My 3' z ane�iery31 09mission 8 Y K 15 4850-1029-3317.4 EXHIBIT A DESCRIPTION OF PROPERTY The Property is located in Dakota County, Minnesota and is legally described as follows: Lot 1, Block 1, Blue GENTIAN Corporate Center 16 4850-1029-3317A EXHIBIT B CERTIFICATE OF COMPLETION The undersigned hereby certifies that MG Eagan, LLC and or its successors or assigns have fully and completely complied with the obligations of the Developer under that document entitled "Second Amended and Restated Development Agreement," dated April 2017 between the Eagan Economic Development Authority, the City of Eagan and MG Eagan, LLC, with respect to construction of the Minimum Improvements in accordance with the approved construction plans and is and are released and forever discharged from its and their obligations to construct the Minimum Improvements under such above -referenced Development Agreement. EAGAN ECONOMIC DEVELOPMENT AUTHORITY �: A Executive Director [Notary and Legal Description to be added so that instrument is in recordable form] 17 4850-1029-3317.4 EXHIBIT C FORM OF TAX INCREMENT NOTE $3,800,000 UNITED STATES OF AMERICA STATE OF MINNESOTA EAGAN ECONOMIC DEVELOPMENT AUTHORITY TAX INCREMENT REVENUE NOTE The Eagan Economic Development Authority (the "EDA"), Eagan, Minnesota, for value received, promises to pay, but solely from the source, to the extent and in the manner hereinafter provided, to MG Eagan, LLC (the "Owner") the lesser of (a) principal sum of ($3,800,000), or (b) the Adjusted Principal Amount determined as described below, in annual installments due on the first February 1 following the Commencement Date described below and on each February 1 thereafter up to and including February 1, 2036 (each being a "Scheduled Payment Date"), together with interest on the outstanding and unpaid principal balance of this Note at the rate of 5.00% per annum which accrued during the previous 12 - month period. Installment payments shall be applied first to interest (including overdue interest) and then to a reduction of outstanding principal. Interest on the outstanding principal balance of this Note shall accrue from the Commencement Date and shall not be added to the principal amount on each February 1 installment payment date if not paid on such date. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to the Owner and mailed to the Owner at the postal address within the United States designated from time to time by the Owner. The "Commencement Date" is the date the Owner begins construction of the Minimum Improvements, consisting of an office building of at least 100,000 square feet pursuant to the Development Agreement described below. The EDA shall have no obligation to pay principal or interest on this Note if the Commencement Date does not occur on or prior to April 1, 2020. As provided in the Development Agreement, the "Adjusted Principal Amount" of this Note equals $3,800,000 multiplied by a fraction, the numerator of which equals the number of gross square feet of initial office building included in the Improvements, as defined in the Development Agreement, and the denominator of which is 205,000, and shall be further adjusted in the event a second phase of Improvements is commenced prior to April 1, 2025, as provided in section 5.1 of the Development Agreement. This Note is subject to prepayment on any Scheduled Payment Date at the option of the EDA, in whole or in part, upon payment to the Owner of the principal amount of the Note to be prepaid, without premium or penalty. EXCEPT AS PERMITTED BY THE DEVELOPMENT AGREEMENT, THIS NOTE IS TRANSFERABLE ONLY WITH THE CONSENT OF THE EDA AND ONLY UPON 1s 4850-1429-3377.4 THE REGISTER OF THE EDA TREASURER, AS REGISTRAR, BY THE OWNER HEREOF OR BY ITS DULY AUTHORIZED ATTORNEY. This Note is a special and limited obligation and not a general obligation of the EDA, which has been issued by the EDA pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 469.178, subdivision 4, to aid in financing a "project", as therein defined, of the EDA consisting generally of reimbursing certain costs incurred and to be incurred and paid prior to April 28, 2017 within and for the benefit of its Tax Increment Financing District No. 2-5. This Note is issued pursuant to a Second Amended and Restated Development Agreement dated as of April 18, 2017 between the EDA and the Owner (the "Development Agreement"). THIS NOTE IS NOT PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT, AS DEFINED BELOW. The principal of and interest on this Note is payable solely from and only to the extent of Available Tax Increment received by the EDA as of each Scheduled Payment Date which has not previously been applied to payment of this Note. For purposes of this Note, the term "Available Tax Increment" means 75% of the amounts which would have been received as tax increment in the year preceding a Scheduled Payment Date from collections of ad valorem taxes from the Property (as defined in the Development Agreement) in the EDA' s Tax Increment Financing District No. 2-5. The EDA shall pay to the Owner on each Scheduled Payment Date all Available Tax Increment on that date until such time as all accrued interest and outstanding principal under this Note has been paid in full. To the extent that the EDA is unable to pay the total principal and interest due on this Note at or prior to any February 1 installment payment date hereof as a result of its having received as of such date insufficient Available Tax Increment, such failure shall not constitute a default under this Note, but such unpaid interest or principal shall remain payable at the next February 1 installment payment date. The EDA shall have no obligation to pay the principal of or interest on this Note after February 1, 2036. This Note shall not be payable from or constitute a charge upon any funds of the EDA, and the EDA shall not be subject to any liability hereon or be deemed to have obligated itself to pay hereon from any funds except the Available Tax Increment, and then only to the extent and in the manner herein specified. The Owner shall never have or be deemed to have the right to compel any exercise of any taxing power of the EDA or of any other public body, and neither the EDA nor any council member, officer, employee or agent of the EDA, nor any person executing or registering this Note shall be personally liable hereon by reason of the issuance or registration hereof or otherwise. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have 19 4850-1029-3317A happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the EDA outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the EDA to exceed any constitutional or statutory limitation. Ki; 4950-1029-3317.4 IN WITNESS WHEREOF, the EDA has caused this Note to be executed by the manual signatures of the President and Executive Director of the EDA, all as of the _ day of April, 2017. ATTEST - EAGAN ECONOMIC DEVELOPMENT AUTHORITY (Form of Transfer) President For value received, the undersigned Owner does hereby assign and transfer the foregoing Note to the named Assignee, and the undersigned Treasurer of the Eagan Economic Development Authority, as registrar, hereby certifies that the foregoing Note has been transferred and registered on the bond register in the name of such Assignee. Signature of Date of Name of Assioee Suture of Owner Executive Director Transfer on Register 21 4650-1029-3317.4