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12/23/2001 - City Council Special AGENDA SPECIAL CITY COUNCIL MEETING MONDAY DECEMBER 23, 2001 5:00 P.M. COMMUNITY CENTER BUILDING CITY HALL COMMUNITY ROOM 5:00 p.m. I. REVIEW PROGRESS OF COMMUNITY CENTER BUILDING CONSTRUCTION 6:00 p.m. II. AGENDA ADOPTION III. VISITORS TO BE HEARD IV. ORDINANCE AMENDMENT AMENDING CITY CODE CHAPTER 11, SEC. 11.60 / CEDAR GROVE DESIGN STANDARDS V. COMMUNITY CENTER OPERATIONS REPORT VI. OTHER BUSINESS A. CONSIDERATION OF AMENDED AND RESTATED DEVELOPMENT AGREEMENT WITH INTERSTATE PARTNERS B. 2003 TOBACCO LICENSE RENEWALS C. 2003 PET SHOP LICENSE RENEWAL VII. ADJOURNMENT ;lr TO: FROM: DATE: SUBJECT: City of Eagan MEMO HONORABLE MAYOR AND CITY COUNCIL CITY ADMINISTRATOR HEDGES DECEMBER 20, 2002 SPECIAL CITY COUNCIL MEETING / DECEMBER 23, 2002 A Special City Council meeting has been scheduled for Monday. December 23 at 5:00 PM for the purpose of reviewing the construction progress at the Community Center and to resume the meeting at City Hall at 6:00 PM to discuss the Cedar Grove Design Standards and Community Center operations report. REVIEW PROGRESS OF COMMUNITY CENTER BUILDING CONSTRUCTION Per the request of the City Council, the meeting time has been amended to 5:00 PM to allow for an on-site review of the construction progress at the Community Center. At the request of the Operations Committee, the Council will have the opportunity to review the committees' suggested construction changes. The City Council will return to City Hall at 6:00 PM to resume the Special City Council meeting. Construction suggestions to be reviewed: • The doors from the senior center to the banquet room • The size/looks of the fireplace • Meeting room cabinetry • Employee break room needs • Plans for the teen center • Locker room layouts and functionality • Paint colors ORDINANCE AMENDMENT AMENDING CITY CODE CHAPTER 11, SEC. 11.60 / CEDAR GROVE DESIGN STANDARDS Per the request of the Council at the November 26 Special City Council meetings, the draft Cedar Grove design standards and draft Cedar Grove Zoning District language are being presented for the Council's consideration. The design standards being considered will afford the City the ability to achieve visual and economic interest through criteria that effectuate scale, massing, building materials, signage, etc. The goal of the language being considered is to make clear the City's desire to establish unique development in the Cedar Grove area by imposing specific standards. The City hosted an Open House on Wednesday, December 18, 2002 to allow interested parties in the greater Cedar Grove area an opportunity to review, discuss, and comment on the Cedar Grove Design Framework and the Draft Cedar Grove Zoning District language. Draft minutes from the Public Hearing of the regular APC meeting held on Thursday, December 19, 2002 are not yet available; however, no one from the public attended and the APC did unanimously recommend approval of the amendment subject to some minor modifications that staff 'll highlight for the City Council on Monday. Enclosed on page through Q is the Draft ordinance language for the Cedar Grove District. Enclosed on page through are comments received from the Open House. DIRECTION TO BE CONSIDERED: To adopt the Ordinance Amendment to Chapter 11 and direct the City Attorney to prepare an Amendment Summary suitable for publication. COMMUNITY CENTER OPERATIONS REPORT The Community Center Operations Committee has met numerous times over the past two weeks to discuss the Community Center budget, operations, and construction. Enclosed on pages through are the meeting notes from the December 17 Operations committee meeting. The purpose of the discussion on the 23`d is to provide a report on the recommendations and key discussion points of the Operations Committee as outlined in the meeting notes. Enclosed on page 3___L_ is a copy of staff's understanding of the assumptions and process to be followed in preparation of a rough draft discussion budget resulting from the December 17 Operations Committee meeting. ACTION TO BE CONSIDERED: To provide public policy action or direction on the Operations Committee recommendations. TUBING RATES AT SLEDDING HILLS Staff has been directed to prepare background information for discussion at the meeting allowing the City Council to determine appropriate rates to be charged for tubing. Staff will present and explain the worksheets at the meeting on Monday. ACTION TO BE CONSIDERED: To set the 2003 tubing rates. OTHER BUSINESS A. CONSIDERATION OF AMENDED AND RESTATED DEVELOPMENT AGREEMENT WITH INTERSTATE PARTNERS The City Council approved a redevelopment agreement with Interstate Partners in September 2002 for a project in Tax Increment Financing (TIF) Redevelopment District No. 2-4. Due to acquisition costs greater than anticipated in the original agreement, the project economics are no longer feasible. Interstate has proposed a new development program that includes a 20,000 square foot office and three retail pads on three parcels. A potential second phase of the project may include an office development similar to Grand Oak I, but the amended agreement does not commit Interstate or the City to a second phase. The Economic Development Authority reviewed and approved the revised agreement on Tuesday, December 17, 2002. Attached without page number is the Amended and Restated Development Agreement. ACTION TO BE CONSIDERED: To approve the amended and restated development agreement with Interstate Partners for redevelopment of property in TIF District No. 2-4. B. 2003 TOBACCO LICENSE RENEWALS Enclosed on page is an agenda memo regarding additional 2003 Tobacco License renewals. C. 2003 PET SHOP LICENSE RENEWAL Enclosed on page is an agenda memo regarding the approval of a 2003 Pet Shop License renewal for For Pet's Sake. /s/ Thomas L. Hedges City Administrator 3 DRAFT DRAFT DRAFT DRAFT DRAFT DRAFT Subd. 23. CGD Cedar Grove District A. Intent. The intent of the "CGD" Cedar Grove District is to provide an area for compact, mixed use development made mutually compatible through ,1 combination of careful planning and urban design and coordinated public and private investment. The mixture of land uses within the district is essential to establishing the level of vitality and intensity needed to support retail and service uses. The placement of building edges and treatment of building, parking, landscaping, and pedestrian spaces is essential to creating the pedestrian-friendly environment envisioned for the Cedar Grove District. Thn standards in this ordinance are intended to implement and effectuate tht, principles and relationships established in the City of Eagan Cedar Grove Design Framework, which will be carried out through specific standards related to site planning, architecture, building materials, landscaping, signage and other elements. B. Permitted Uses. Within the CGD, no structure or land may be used, except four one or more of the following uses, provided such use is equal to or less than 10,000 square feet in floor area: 1. Accessory store, apparel. 2. Altering, pressing and repair of wearing apparel. 3. Animal clinic when contained within a building. 4. Appliance store. 5. Art gallery. 6. Banks and other financial institutions, without drive-through facilities. 7. Barber shop. 8. Beauty shop. H 9. Bookstore. 10. Cafe, cafeteria, Class I restaurant, or delicatessen, without drive-through facilities. 11. Camera store. 12. Candy, nut or confectionery store. 13. Club or lodge, private. 14. Copy service or printing service. 15. Department store. 16. Flower shop. 17. Furniture store. 18. Gift, novelty, or souvenir store. 19. Grocery store. 20. Hardware store. 21. Hotel or motel. 22. Instrument store, musical. 23. Library. 24. Locksmith. 25. Luggage store. 26. Machines, business sales and service. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page S 27. Magazine or newsstand. 28. Meat market for retail sale to the public. 29. Medical offices or clinics (for humans only). 30. Municipal buildings where the use conducted is customarily considered to be an office use. 31. Museum. 32. Musical instrument and musical recordings store. 33. Notions store. 34. Offices. 35. Optician. 36. Painting, wallpaper and decorating store for retail sales and service. 37. Pet store. 38. Repair and servicing of items, the sale of which is permitted in thi_ district. 39. Residential multi-family dwelling units, if within a structure containing a i least four units. 40. School, public or private. 41. Shoe store. 42. Sporting goods store. 43. Stationery store. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page W 44. Tanning salon. 45. Tobacco store. 46. Toy store. 47. Variety store. 48. Video sales and rental. C. Accessory Uses. Within the CGD, the following uses shall be permitted accessor\ uses: 1. Off-street parking of automobiles for patrons or employees of a permitter; use. 2. Off-street loading areas as regulated herein. 3. Signs, fences, and decorative landscape features as regulated herein. 4. Customary uses incidental to the principal use as determined by the Cit' Council. D. Conditional Uses. Within the CGD, no structure or land may be used for thc following uses except by conditional use permit: 1. On-sale and off-sale liquor establishments as regulated by the City Code. 2. Drive-through facilities for a permitted use, if provisions for vehicle stacking, vehicle maneuvering, outdoor speaker devices, appearance are lighting of outdoor menu boards, and other related issues can be shown tb be in keeping with the intent and character of the CGD and compatible with surrounding uses. 3. Residential dwelling units within the same building as non-residentia i uses, if provisions for parking, security, noise, odors, and other relater City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page J issues can be shown to be handled adequately and in keeping with tht best interests of the residents. 4. Movie Theater, if provisions for parking, lighting, signage, security, any I hours of operation can be shown to be handled adequately and in keepin; with the intent and character of the CGD. 5. Parking ramp or parking garage. 6. Buildings in excess of 50 (fifty) feet in height, if such buildings can b shown to be in keeping with the intent and character of the CGD ant! compatible with surrounding long-term uses. 7. Any permitted use or any other conditional use, of 10,000 square feet oi more in floor area, if such use can be shown to be in keeping with tht intent and character of the CGD and compatible with surrounding uses. 8. Other uses determined by the City Council to be similar in purpose any character to other permitted and conditional uses in this District. 9. Automobile service/repair. 10. Convenience gas stations. 11. Automobile car wash, as an accessory use. 12. Outdoor storage, as an accessory use. E. Lot Area, Lot Width, and Yard Requirements. 1. Setbacks Principal Structure: Front Yard: Build-to Line (0-10 feet) Side Yard/ Interior: 0 feet minimum Side Yard/Corner: Build-to Line (0-10 feet) City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page IF Rear Yard: 20 feet minimum Accessory Structure: Front Yard: 20 feet minimum Side Yard: 0 feet minimum Side Yard (Street): 20 feet minimum Rear Yard: 5 feet minimum Parking: Front Yard: 5 feet minimum Side Yard: 5 feet minimum Side Yard (Street): 5 feet minimum Rear Yard: 5 feet minimum 2. Front Yard Build-To Line Established. In the CGD in the front yard, , build-to line is established which provides a minimum and maxiinuni front setback for buildings and other structures, from the right-of-way o property line. The minimum front building setback shall be zero (0) fee! and the maximum shall be ten (10) feet from the right-of-way or propert line, for all properties on streets within the CGD-1 District (see Figure x). 3. For parking, different minimum setbacks apply, but there is no maximum 4. For all properties within the CGD the required setbacks to Highway 1'. and Cedar Avenue shall follow the rear yard setbacks above. 5. In the CGD, at least 60% (sixty percent) of the street frontage of any lot shall be occupied by building facades meeting the build-to line. Other portions of a building beyond the 60% may be setback farther that i required by the build-to line. 6. The length of the building facade shall be measured as the maximun ; width of the building projected to the front lot line on lines perpendicula to the front lot line. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page a 7. On lots with more than one street frontage, the build-to line shall apply on each side fronting a street. 8. The build-to line may be met either with an enclosed building or an arcade constructed with a permanent roof of the same materials as tht, remainder of the building. 9. At least the first and second floor must meet the Build-to Line. Arcades a! street level and terracing of building facades above the second floor ark encouraged. 10. At a minimum, the first fifty (50) feet of the lot frontage on either side of .1 street intersection must be occupied by buildings meeting the build-to line. Parking or other space open to the sky is not allowed within this firs! fifty feet. 11. Screening of Parking Areas. Wherever a surface parking area faces street frontage, such frontage shall be screened with a decorative ,vall, railing, hedge, or a combination of these elements, to a minimum height of two and one half (2-1/2) feet and a maximum height of three and one hall (3-1/2) feet above the level of the parking lot, at the build-to line. 12. Parking Structures. New parking structures shall maintain a setbacl equal to the setbacks required in this section for other structures, excep that where such parking structure is adjacent to other parking in a side or rear yard condition, the parking structure may have a zero setback. Where a new parking structure is adjacent to an existing use in a side or rear vary f condition, the parking structure must maintain at least a ten (10) fool setback. 13. Drive-Through Lanes. Drive-through or drive-in lanes are not allowye( within the build-to line or in front of any building; they must be located t( the side or rear of a building and provide, at a minimum, stacking for siN (6) vehicles. 14. Building Height: Building height is defined as the vertical distance iron I the average elevation of the adjoining ground level or the establishes; City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page lb grade, whichever is lower, to the top of the cornice of a flat roof; the top of a mansard roof; a point directly above the highest wall of a shed roof; the uppermost point of a round or other arch-type roof; the mean distance from the eave line to the peak of the highest gable on a pitched or hip roof. 15. Height Limit. The maximum height of buildings in the CGD shall be 5( (fifty) feet, except as allowed by conditional use permit. ? The minimum height shall be 24 (twenty-four). F. Building Types. Within the CGD, no building shall be constructed and occupied except for the following types, described below, and depicted on the attached Figures x through xx: 1. Building Type A, Mixed Use. Type A buildings may include retail, office, or residential uses on the first floor and on upper floors. Parking may be included on a level below ground. Type A buildings may have a flat or pitched roof. 2. Building Type B, Apartments or Condominiums. Type B buildings may include residential, office, or retail uses on the first floor, and residential apartments or condominiums on upper floors. Parking may be included on a level below ground. Type B buildings may have a flat or pitched roof. 3. Building Type C, Townhomes. Type C buildings shall be residential townhomes on all floors, except that a portion of the first floor not fronting a street or public open space may include parking. Type C' buildings shall have a pitched roof. Maximum height shall be thirty-five (35) feet. Maximum depth of buildings perpendicular to a street shall be fifty (50) feet. Minimum width of lots for individual units shall be twenty- five (25) feet. 4. Building Type (D), Office/Retail. Type (D) buildings shall include offict' or retail uses on the first floor, and office uses on upper floors. Parkin}; may be included on two levels below ground. Type (D) buildings may have a flat or pitched roof. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 8 G. Density. 1. Density of residential development within the CGD shall not bt specifically defined. The goal is to provide maximum flexibility in attracting a mix of residential uses consistent with the long-term goals o! the Cedar Grove District. H. Streets. 1. All new developments or significant redevelopments in the CGD shall bb served by public streets on blocks that are no more than 400 (four hundred) feet on a side between intersecting public streets. New of significantly modified existing streets shall conform to the Street Type,. established in this chapter and to the master street plan for Cedar Grove. 2. Within the CGMU District there are established street types for the purpose of creating various streetscape environments, handling traffik safely and efficiently, and providing pedestrian access. On-street parkin; ,, shall be provided on all streets within the CGD District except where specifically prohibited by the City when warranted for safety reasons These street types shall correspond to a master plan for streets in the Cedar Grove area, and are illustrated on attached Figures x through xx. a. Type 1 - Parkway: Minimum right-of-way width of 120 (on( hundred twenty) feet, two-way street with parallel parking botl, sides, center landscaped median minimum 20 (twenty) feet ii width, landscaped boulevards both sides minimum 10 (ten) feet ii width, sidewalks both sides minimum 8 (eight) feet in width. b. Type 2 - Collector: Minimum right-of-way width of 80 (eighty) feet, two-way street with parallel parking both sides, landscaped boulevard minimum 6 (six) feet in width, sidewalks both side,- minimum 6 (six) feet in width. c. Type 3 - Local/Parallel Parking: Minimum right-of-was' width o! 60 (sixty) feet, two-way street with parallel parking on both sides. sidewalks on both sides. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page /a d. Type 4 - Local/Angled Parking: Minimum right-of-way width ot 60 (sixty) feet, two-way street with angle parking on one side. sidewalks on both sides. 1. Parking. 1. Parking for residential units in CGD shall be provided on site, and shall b calculated as required under this Title. Such residential parking space, shall be specifically reserved for the use of residents and visitors only separate from any commercial, office, or other uses on site or nearby, an(: shall not be counted as part of any shared parking or joint parkin!', arrangement. Parking in driveways at the rear of townhomes may b' counted towards the requirements of this ordinance if it does not interferu with other traffic movement. 2. Parking for non-residential uses shall be as required under this Title. 1 present, on-street parking directly in front of a given building or lot steal: count toward fulfilling the total parking requirement. 3. On-grade parking is prohibited in the front yard directly in front of ) building. Parking shall be provided to the side or rear of buildings ii mid-block areas. 4. In the CGD, where parking fronts a public street the maximum parking lo. width shall be fifty percent (50%) feet measured at the lot frontage. 5. Parking shall be prohibited within fifty (50) feet of the intersection of am public streets within the Cedar Grove District. J. Building and Architectural Provisions. 1. All buildings shall be designed to accomplish the goals and policies of the Comprehensive Plan and the principles of the Cedar Grove Desigi 1 Framework. Building materials shall be attractive in appearance, durably with a permanent finish, and of a quality that is consistent with th, standards and intent of the Design Framework. Where appropriate. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 1 1 13 buildings shall use reasonably similar materials and colors of adjacen buildings, with the exception of prohibited materials. 2. All buildings shall include the following elements: a. accent materials shall be provided and all sides of a building steal be treated as a front side; b. buildings containing office and retail uses shall maintain 40 minimum window coverage on each first floor front that faces o street or public open space; c. complimentary major material colors; d. a combination of vertical and horizontal pattern designs in the building facade. 3. Any exterior building wall adjacent to or visible from a public street. public open space, or abutting property may not exceed fifty (50) feet iii length without significant visual relief consisting of one or more of tht following: a. the facade shall be divided architecturally by means of significantl' different materials or textures, or b. horizontal offsets of at least four (4) feet in depth, or c. vertical offsets in the roof line of at least four (4) feet, or d. fenestration at the first floor level that is recessed horizontally at least one (1) foot into the facade. 4. Building facades shall be divided into similar bays of roughly equal widtl between 20 (twenty) and 40 (forty) feet in width. 5. Exterior building materials shall be classified primary, secondary, or accent materials. Primary materials shall cover at least sixty percent (60% City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 1 l?- of the facade of a building. Secondary materials may cover no more than, thirty percent (30%) of the facade. Accent materials may include door and window frames, lintels, cornices, and other minor elements, and maN cover no more than ten percent (10%) of the facade. Allowable material . are as follows: a. Primary exterior building materials may be brick, -stone, or glass. Painted brick or bronze-tinted or mirror glass are prohibited a, exterior materials. b. Secondary exterior building materials may be decorative block o, integrally-colored stucco. c. Synthetic stucco may be permitted as a secondary material or upper floors only. d. Accent materials may be wood or metal if appropriately integra tee into the overall building design and not situated in areas that wil be subject to physical or environmental damage. e. All primary and secondary materials shall be integrally colored. f. Decorative block shall be colored only by means of a pigmen integral to the block material, not applied to the surface. g. Sheet metal, corrugated metal, asbestos, iron, shakes, and plain tla concrete block (whether painted or integrally colored or not) ar' not acceptable as exterior wall materials on buildings within th, Cedar Grove District. 6. All mechanical equipment, whether roof-mounted or ground-mounted shall be completely screened from the ground-level view of adjacen properties and public streets, or designed to be compatible with thf, architectural treatment of the principal building. 7. All exterior trash enclosures or other accessory structures shall b, constructed of the same materials and colors as the principal building. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 1: 8. Consistent interior window treatments are required for windows that an visible from a public street or open space in offices and multiple residential complexes. 9. All buildings containing non-residential uses on the ground floor shal meet the following standards: a. The building shall have entrances to a street or public open space spaced no more than one hundred (100) feet apart. b. Entrances shall be oriented conveniently to the street frontage any i to on-street and off-street parking serving the use. 10. All buildings containing residential uses on the ground floor shall have .i first floor elevation at least two and one half (2-1/2) feet above thk, adjacent street level in the front yard. This standard may be modified witl I a variance in unique or hardship situations if the intent is preserved. It addition, each first-floor unit must have an individual private entrance a. street level. All such residential units must meet ADA and other applicable access requirements. 11. Trash Handling: All trash, recyclable materials, and equipment for handling them, including compactors, shall be completely screened from eye level view from public streets and adjacent properties, whether in tht front, side or rear, either by being stored within the principal structure completely screened from view by the principal building, or stored within an accessory structure constructed of the same materials and colors as anc. attached to the principal building and enclosed by a roof and readily, served through swinging doors or an overhead door on tracks. 12. Loading docks: Loading docks shall be not located in the front yard anal shall be completely screened from eye-level view of public streets and public open spaces, by means of landscaping which is at least 80% opaqut year-round within two years, or by a screen wall of the same material, and colors as the principal building. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 1.. I? 13. Landscaping: a. All land area not occupied by buildings, parking, driveways. sidewalks, or other hard surface shall be sodded or mulched and landscaped with approved ground cover, flowers, shrubbery and trees. b. At least ten percent (10%) of the total land area within tht perimeter of private parking and driveway areas shall b4 landscaped. Landscaped areas provided within the build-to lint may be credited toward this 10% landscaping requirement on square-foot-for-square-foot basis, for up to half of the 10 requirement, or 5%. c. Parking lot landscaped islands shall be a minimum of one hundred fifty (150) square. feet in area and include at least one overstorv oi evergreen tree meeting the requirements of this ordinance. d. Where parking abuts the site perimeter there shall be provided a, least one overstory tree per twenty-five (25) feet of site perimeter. e. At least one overstory tree shall be provided for every five hundred (500) square feet of landscaped area on the entire site. f. The landscape plan shall include a full complement of overstor\. ornamental and evergreen trees, shrubbery, and ground covers tha are hardy and appropriate for the locations in which they are planted, and which provide year-round color and interest. g. Plant selection. The following trees may not be used to satisfy the landscaping requirement of this section: Acer negundo Acer saccharinum Catalpa speciosa Elaegnus Box Elder Silver Maple Northern Catalpa Russian Olive City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page id II Ginkgo Biloba F. Ginkgo (female prohibited, mal, permitted) Morns alba Mulberry Populus deltoides Cottonwood Populus species Poplars h. The following trees may be used to satisfy the landscapin; requirement of this section, but only in areas that are reasonabl\ protected from winter wind conditions: Picea pungens glauca Pimis albs Pinus resinosa Colorado Blue Spruce White Pine Red Pine i. The following trees may be used to satisfy the landscapin; requirement of this section, but only in areas that are not on, or immediately adjacent to, a public street boulevard: Tilia cordata Little Leaf Linden Fraxinus mandshurica mancana Mancana Ash 14. Signage: a. All signs erected on any building or land within the Cedar Grove District must comply with the standards of this section and other applicable sections of this Title. b. Wall signs: 1) Wall signage is allowed on buildings in the Cedar Grove District within a horizontal band no more than three feet (3' in height, at least ten feet (10') and no more than fifteen (15' above the ground. 2) Wall signage may be either: City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 1 (E a. Attached: flat and parallel to the surface of th( building and projecting no more than one (1) foot from it, or b. Projecting: perpendicular to the surface of th, building and no more than one (1) foot in thickness. 3) Attached wall signage shall consist of individual letters o; script logos mounted on the building. c. Projecting signs: 1) Projecting signs may project no more than four (4) feet fron the front edge of the building and be no more than twelvt (12) square feet in area. 2) Projecting signs may not extend over a public right-of-wa` or public property unless by conditional use permit. 3) Projecting signs may not extend over a designated parkin; space or loading area. d. Box signs or cabinet signs, whether on a wall, projecting or or, canopies/ awnings, are prohibited. e. Signs on canopies are allowed only if they are on a surfact perpendicular to the ground and if all other requirements of this section as to area and location are adhered to. f. Allowable area of wall signs is one and one half (1-1/2) square fee! of signage per lineal foot of building frontage on a public street public open space, or private parking area. Each wall shall b calculated individually and sign area may not be transferred from one side of a building to another side. In calculating the total allowable area of wall signage, only one side of a two-sided projecting sign shall be counted. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 1V 19 g. Freestanding signs, intended to identify tenant(s), provided sail i signage does not exceed twelve (12) feet in height, are allowed provided the sign is located within a landscaped area oi landscaped island. Such signage shall be constructed with a base. constructed of the same materials and colors as the principal building, with a minimum height of three (3) feet and a total sigi1 area not to exceed forty five (45) square feet. In calculating the tota I allowable area of identification signage, only one side of a two- sided freestanding sign shall be counted. h. Directional signs at driveways and within parking areas, if no mon than five (5) feet in height and no more than six (6) square feet ii, area. Directional signs must be setback at least two (2) feet fron right-of-way, lot lines, and parking spaces. 15. Lighting: a. All exterior lighting in the Cedar Grove District shall be downcast cutoff type fixtures, and shall follow the styles and types identifiec in the Framework Manual. No light source may be more that twenty (20) feet above the ground, except by conditional use permi, for buildings more than twenty four (24) feet in height. b. The applicant for any building project shall provide a photometric lighting diagram prepared by a qualified professional showin; light levels, in foot-candles, from all exterior artificial lighting for all points on and within ten (10) feet of the site. c. Lighting levels in exterior parking areas shall average one and i half (1 1/2) foot candle, with a minimum of one half (1/2) foot- candle in all locations. d. Lighting levels in interior parking areas shall average two (2) foot- candles, with a minimum of one half (1/2) foot-candle in all locations. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 1 C?u e. Lighting levels shall not exceed one half (1/2) foot-candle at tht abutting property line or right-of-way line, and no direct glare fron, lighting on site shall extend onto the public street, public open space or neighboring properties. K. Non-Conforming Buildings & Uses 1. Non-conforming buildings and sites can be maintained. Non-conforinini buildings and sites that are damaged up to 50% (fifty percent) of thei assessed value may be re-built. 2. Non-conforming principal and accessory buildings may be expanded ul, to, the lesser of, 10% (ten percent) of their floor area or assessed value. provided the expansion is consistent with the zoning that existed prior t< the effective date of this ordinance. 3. Expansion of non-conforming principal and accessory buildings above the lesser of, 10% (ten percent) of their floor area or assessed value, will b, required to attain compliance with the provisions of this ordinance. 4. Rebuilding of sites or buildings damaged by more than, the lesser of, 50 (fifty percent) of their floor area or assessed value, is not allowed unles- the entire building and site is brought into compliance with thi- ordinance. 5. Non-conforming uses that have been discontinued for a period of one (1 year are not allowed to be re-established. 6. Non-conforming uses are not allowed to expand. L. Administration. 1. Cedar Grove Design Review. A Design Review Committee is establishei.: for the Cedar Grove that shall consist of three to five members appointee by, and serving at the pleasure of, the City Council. The City Counci: shall appoint one member to serve as Chairperson to call and facilitate th- meetings of the Committee. City of Eagan Zoning Regulations Cedar Grove District (Draft) November 2002 page 1 al 2. All applications for development projects in the CGD must first b( submitted to the Design Review Committee, who shall determinc conformance of the proposed developments with the intent and requirements of this chapter. The Committee shall also review and make recommendations to the Planning Commission and City Counci regarding land use and zoning applications in the CGD for thos1 applications that are required under this Title to have such review by th( Planning Commission or City Council. 3. An applicant may appeal a decision of the Cedar Grove Design Review Committee to the City Council, within thirty (30) days of submitting .1 written request for appeal to the Community Development Department. 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(fl Z )- , of t3 in v Co 06 ax >4 a a 4 n L A P- MEMO City of Eagan TO: SENIOR PLANNER RIDLEY FROM: ASSISTANT CITY ADMINISTRATOR VERBRUGGE DATE: DECEMBER 19, 2002 SUBJECT: PUBLIC COMMENTS RELATED TO CEDAR GROVE ZONING DISTRICT AND DESIGN STANDARDS OPEN HOUSE Twenty six (26) people attended the two-hour open house. The make-up of attendees included four residents (three outside the district, one within), eighteen business interests/property owners within the district, three interested persons, and one council member. Below are comments submitted at the December 18, 2002 open house held to share the draft zoning ordinance and design standards for the Cedar Grove District. Three (3) comments were submitted. Comment: The Village design is just what we wanted. I hope there is room for a coffee shop, etc. Comment: There are businesses in this area that work! I have two - car wash and laundromat. We've been a part of this community for 35 years at these locations. Finding suitable locations along with the SAC and WAC fees make relocation unlikely. I was told at the onset the city would work with the businesses that wanted to stay - what happened? Comment: I have highlighted what I believe are ambiguities [shown here in italics] in the Redevelopment Area Design Standards. 1. Mixed Uses - A mix of uses, both horizontally & vertically - vertical mix (e.g., residential over office & retail). No examples given for horizontal uses. 2. Buildings Close to Streets - "The single most important principal in creating 'village' is to place buildings close to the street." For most of the internal streets, a build-to-line will be established that require most of a lot or block to be (etc.) 3. Two-Story Buildings - "To create a sense of place or a 'village' street, all or most of the buildings need to be at least 2 stories in height." Some uses may resist this requirement and insist on being a single story. Cedar Grove Design Standards Open House December 19, 2002 4. Parking to Side or Rear - "Placement of parking is a major feature." For the most part parking will be prohibited in front of buildings. Also, parking lots that do front the street... Street Types, Appendix B/unclear. Mike, please share these comments with the Advisory Planning Commission and City Council to aid deliberation on this issue. Assistant City Administrator Copy: Thomas L. Hedges, City Administrator 2 aLe -----Original Message----- From: Steve [mailto:steve@vanmancompanies.com] Sent: Thursday, December 19, 2002 10:38 AM To: 'jverbrugge@cityofeagan.com' Subject: Cedargrove Redevelopment Jamie, Thanks for putting on the open house last night. Here are some brief comments. General Comment: 1. It was a surprise to see that a paid consultant did not show the actual city approved development plan for nicols ridge. They need to be more careful when they submit drawings for presentations. 2. I think the mixed use village plan concept is the best of the proposals. I hope this one is approved as the one to pursue in more detail and see to fruition. 3. Has there been any discussions on a gateway sign or sculpture for this area. We talked about it in the task force. I think our city would benefit greatly from some sort of a welcoming gateway sign that would be visible to Hwy 77 as well as visitors to Cedar Grove redevelopment area. If you have anything on this would you please send me a copy. Architectural design standards: 4. It is too bad the last standard was included. The overall design standards are continuing a trend of traditional architecture design, styles, and materials. Today's younger generations, and possibly future ones as well, like more alternative materials. Excluding these materials may limit some creative expressions that could enhance the overall character with variety and vibrancy. Using quality different materials with creativity and professionalism can be a good thing for both the businesses and customers. Draft of District Ordinances: 5. J. Building and Architectural Provisions, paragraph 2.a - This conflicts with the general standard listed in the executive summary. I would hope all sides shall be treated as a front side. The standard says the finishes must wrap around the sides but it does not go into any detail, maybe just a typo. 6. J.6 - How does this apply to Nicols Ridge? Are they going to put landscape screening around any exposed mechanical units? 7. L. Administration - Would you please let me know when you will be soliciting for members of the design review committee. If it is possible I would like to be on the committee. Thanks, Steve Wallick a-7 12-17-02 Operations Committee Notes Present: Councilmember Carlson, Mayor-elect Geagan, Tim Staley, City Administrator Hedges, Director of Administrative Services VanOverbeke, Director of Parks and Recreation Vraa, and Community Center Manager Breuer. • Tom covered his memo to the Operations Committee dated December 16, 2002 in which he detailed activities that had taken place following the December 13th tour of the Community Center. A full report was also provided to the City Council in his memo of December 17, 2002. • Tom explained to Tim the process followed for the preparation of the Community Center budget information and welcomed his participation in the development of a final operating budget for the facility and in addressing operational issues. • Tim explained that Community Centers and Y's in the same community may add some challenges, although Eagan and the service area is large enough to support both facilities. He has opened two facilities and explained the delicate nature of that process. He opened both of those facilities in March and the spring/summer is not a good time to be opening a facility thereby making the first year very difficult. • Tim asked questions about established relationships with others such as the EAA in terms of usage and staffing and about existing City staff that may be working at the Center. Ken explained the integration of City systems with the new facility and how staffing is being proposed. He noted that EAA has asked to book dates but that there are no agreements in place at this time since rates, etc. have not been established. Ken also noted the lease relationship with the ECVB and that some wedding dates have been booked. Ken also explained the concern of making sure that there is gym space available for members as part of the fitness component. He further explained that current City staff will be developing programs that will buy space as a user to operate recreational programs at the Center and that we are working very hard not to duplicate staff while providing the desired level of services to the citizens. • Councilmember Carlson reported that EAA has approached her as a former board member. She feels that their expectations are minimal and that by bringing EAA activities into the building numerous revenues will be enhanced. City representatives need to sit down with EAA to cover the expectations and the various scheduling options. • Tim stated that he thought the hourly gym rates are fair but probably higher than the EAA will be expecting and they may want to negotiate them down. Councilmember Carlson does not expect the EAA to have a problem with the rates based on the type of space and what they are paying in the schools. Ken noted a potential issue with the EVAA, based on their expectations and previous experience with the Civic Arena. Tim reiterated that the hourly fees are on the low end and could probably go to $30 to $35 per hour given the facility. • Tim asked about the programming piece relative to teens, seniors, and drop-ins. Councilmember Carlson noted that no policies have been set in these areas and Tom added that those policies are in the formulation process. Pat noted the ?8 importance of partnerships to provide programs at the most reasonable cost. Ken explained the City's existing senior program and added that staff is trying to create an expectation that to run an effective program in the new Community Center, seniors will need to be involved through volunteering and that there will be some cost to seniors associated with operating in the new Community Center. Tim noted that the Y does not have much for senior programming at their facility; given the demographics and related cost, the Y simply cannot afford an extensive program. Councilmember Carlson stated her expectation that seniors will need to be involved in actually operating programs. Tim again stated that the Y does not have much by way of senior membership but does offer ala carte programs. Rooms may be on an open forum; however participation in everything else is on a fee basis. Ken said that is consistent with how the City currently runs its senior program. • Councilmember Carlson asked that, whatever the fee expectations, do we need membership to control participation. • Tim noted that they have not had much discussion on fees but stressed the importance of a high quality product to develop a program base. • By way of partnerships, Tim noted that the Y runs the Mounds View Community Center. • Tom asked about teen programming, questioning what type of programs are suitable and what the impact is on programming in a facility as it relates to a revenue base. Councilmember Carlson noted some problems at the Y with teen nights and Tim explained proposed changes for 2003. He also stated that the teen room at the Y is staffed at all times at the Y's expense and reminded everyone about the agreement with the City to provide that staffing when the City made the contribution to the Y for the teen program. Tim said control is a big issue as you need to know who is in the building. • Tom suggested that seniors would probably be willing to pay a membership fee to get information and access to senior programs. • Tim suggested that you need some fees for both teens and seniors. • Pat asked about the possibility of phasing the operation of the Community Center in so that higher potential revenue components would open earlier. Ken responded about how that was the basis for the calendar presented earlier, however, it was based on the fitness center being opened first to provide for membership sales and revenue. Subsequent openings would then proceed to the indoor playground and banquet room and finally to the programs with less revenue potential. This schedule is obviously not consistent with the best time to open a fitness center and Tim suggested that the fitness component not be opened until September to enhance start up membership and to reduce start up costs. He noted that a March or April opening might be okay but not May or June. Tim also suggested that the $69 initiation fee is probably too high for the fitness center that the City will be offering. Ken agreed and responded that the initiation fee will probably serve primarily as a marketing feature, assuming that the City Council approves that flexibility. • Councilmember Carlson expressed her concern about staffing costs before the building opens. 0 9 • Tim noted that even at the Y the child care program does not provide a positive return and should be looked at as a service and not as a revenue generator. The Y runs 3,000 kids per month through its center and needs the service to compliment other activities. The primary users of the child care will be moms attending aerobics classes and moms and dads utilizing the fitness center. Projected personnel costs for the child care center appear to be consistent between the City's projections and the Y's experience. • Pat again asked how the operations could be phased in over a year with the fitness operation opening in the fall. • Tim volunteered partnerships to share costs on certain of the programs and asked about proposed staffing levels. Councilmember Carlson inquired about how proposed staffing was arrived at in the previous models of operation. Ken explained certain assumptions and Tim explained the hours of operation at the Y. Estimated custodial costs are quite similar between the two facilities and Ken explained the expectations of customers regarding setting up meeting rooms and the need for staff during operational hours. Councilmember Carlson noted that she had no problems with the proposed hours of operation. • Tim explained that the budget issue is really; how lean can you go on the expense side and can you be more aggressive on the revenue side. For example, should the gym rental rates be pushed and are we getting the primo price for the banquet room. Ken explained the difficulty of marketing and booking a concept while not having a building to show and the resulting less than primo rates to get users in the short term with an expectation to review and perhaps increase fees later. • Tim suggested a phased opening to tier in expenses for the first year. Various suggestions were made as to the potential phasing of operations. Pat suggested that new numbers be run based on the suggested phasing. • The consensus of the operations committee was that the banquet room, the senior center, the meeting rooms, and the play area be opened first as soon as possible based on the construction schedule and that the fitness center, the gym, and the teen center be opened September 1St • Staff is to develop a new draft preliminary budget based on this phasing approach, matching proposed personnel costs to programs and timed openings and outlining potential ramifications to operations. This information is than to be brought back to the Operations Committee with the Operations Committee conclusions to go to the full City Council in January. • Councilmember Carlson expressed her desire to have staffing assumptions before any decisions are made. • Pat asked about a City Council workshop in January and potential Park Commission involvement. • Tom noted two primary objectives; to operate the facility with less staff and to make job descriptions multi-tasked. Upcoming Meetings: No additional operations committee meetings were scheduled at this time. ,K) PIN December 18, 2002 Community Center Discussion Budget Preparation Tom H., Ken V., Sandy B. & Gene V. Objective: To prepare a rough draft discussion budget for dialogue with the operations committee Target date: Early January (Operations Committee) Late January (City Council Workshop in January) Assumptions: 1. Phased/delayed opening of Community Center per meeting of December 17, 2002 2. Phasing is based on construction schedule and revenue potential 3. Hours of operation are contingent on phasing schedule 4. All detail calculations/worksheets assumptions regarding staffing are to be included 5. The allocation of costs and revenues to programs be included 6. Full implementation of all programs no later than 1-01-04 7. Tim Staley representing the Y will be asked to participate in the process as a resource and to review assumptions 8. Lead times on staff hiring are to be minimized for cost control 9. The current relationship with the General Fund is to be maintained Process: 1. Determine start dates for phasing each component, note differences between practice and revenue producing openings 2. Calculate staffing needs consistent with the phasing 3. Job descriptions (positions) need to be defined broad enough to allow for multi- tasking to reduce start up costs and lower long term personnel costs 4. Estimate all non-personnel costs consistent with phasing 5. Note all assumptions used in preparation of the discussion budget 6. Note all potential issues that will surface with a phased opening e.g. completed but unused areas of the building, contraction/delay of full staffing, community expectations 7. Coordinate phasing and marketing plan Related Directives: 1. Report on construction budget 2. Report on total budget 31 Agenda Memo December 23, 2002 OTHER BUSINESS: ,. 2003 Tobacco License Renewals ACTION TO BE CONSIDERED: Approve 2003 Tobacco License Renewals for the following: Cooper's Restaurant Green Mill Restaurant Tobacco Express Crowne Plaza Tobak Shack FACTS: • These applications for renewal were not received in time to be considered at the last regular City Council meeting of the year, therefore we are requesting review at this time so the licenses will not lapse during the first week of 2003. • Staff has reviewed the applications and deem them in order for approval. Agenda Memo December 23, 2002 OTHER BUSINESS: 0. 2003 PET SHOP LICENSE RENEWAL ACTION TO BE CONSIDERED: Approve 2003 Pet Shop License renewal for For Pet's Sake. FACTS: This application for renewal was not received in time to be considered at the last regular City Council meeting of the year, therefore we are requesting review at this time so the license will not lapse during the first week of 2003. Staff has reviewed the application and deem it in order for approval. 33 Draft: 12/13/02 AMENDED AND RESTATED DEVELOPMENT AGREEMENT Dated December _, 2002 Relating to TAX INCREMENT FINANCING DISTRICT NO. 2-4 Between EAGAN ECONOMIC DEVELOPMENT AUTHORITY CITY OF EAGAN and INTERSTATE PARTNERS LLC This Instrument Drafted by: Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402-3901 Telephone: (612) 766-7000 DEVELOPMENT AGREEMENT THIS AGREEMENT, made and entered into as of this day of December, 2002, 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 INTERSTATE PARTNERS LLC, a Delaware limited liability company (the "Developer"): WITNESSETH: WHEREAS, the EDA has created and established a Tax Increment Financing District referred to as Tax Increment Financing District No. 2-4 (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 Developer has proposed to acquire and subdivide certain property within the Redevelopment Project Area to permit the construction of certain office and retail 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, this Agreement amends and restates the Development Agreement dated as of October -, 2002 between the EDA, the City and the Developer (the "Original Development Agreement"); and WHEREAS, this Agreement has been approved by the governing bodies of the EDA and the City following a public hearing duly called and held; NOW, THEREFORE, in consideration of the mutual covenants and obligations of the EDA, the City and the Developer, the parties hereby amend and restate the Original Development Agreement and 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: (a) Acquisition Agreement. The Acquisition Agreement dated the date hereof between the EDA and Developer relating to acquisition and reconveyance of the Imre Parcel and Darcom Parcel and attached as Exhibit E. (b) Certificate of Completion. The certificate of completion to be executed and delivered pursuant to Section 3.4, in the form of Exhibit B hereto. (c) Ci___yt . The City of Eagan, Minnesota. (d) Darcom Parcel. The parcel of property to be acquired by the EDA which is described in Exhibit H hereto. (e) 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 Development. (f) Developer. Interstate Partners LLC, a Delaware limited liability company, its successors and assigns. (g) Developer's Parcels. The parcel of property acquired or to be acquired by the Developer which are described in Exhibit F hereto. (h) Development. The Property and the Minimum Improvements to be constructed thereon according to the Development Plans approved by the EDA and the City. (i) Development Plans. Collectively, the preliminary plans, drawings and related documents referred to in Exhibit D which establish certain design and construction standards for the Improvements. (j) EDA. The Economic Development Authority of the City of Eagan, Minnesota. 2 (k) Improvements. The Minimum Improvements on any additional improvements which may be constructed on the Property in accordance with the Development Plans. (1) Imre Parcel. The parcel of property to be acquired by the EDA which is described in Exhibit G hereto. (m) Minimum Improvements. Each and all of the improvements to be constructed on the Property, which shall include (i) one approximately 20,000 square foot single story office building and (ii) retail buildings to be determined, presently expected to include one approximately 12,000 square foot retail building and two approximately 7,000 square foot retail buildings, as specified in the Development Plans identified in Exhibit D hereto, but excluding any and all personal property. (n) 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. (o) Property. The real property which is included within the TIF District and which is legally described in Exhibit A attached hereto. (p) Public Acquisition and Relocation Costs. The costs to the City and the EDA of acquiring the Imre Parcel and Darcom Parcel and any related relocation costs. (q) Public Development Costs. The costs of the Public Improvements described in Section 3.10. (r) Public Improvements. The roads and other public infrastructure improvements described in Exhibit H. (s) Redevelopment Plan. The Redevelopment Plan for the Redevelopment Project Area, as amended from time to time. (t) Tax Increment Note (TIF Note). The Tax Increment Revenue Note to be issued by the EDA to finance a portion of the costs of the TIF District, in substantially the form attached as Exhibit C. (u) Tax Increment Financing District (TIF District). Tax Increment Financing District No. 2-4 created by the EDA pursuant to Minnesota Statutes Sections 469.174 through 469.179 and described in the TIF Plan adopted therefor. (v) Tax Increment Financing 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 March 5, 2002. 3 (w) Other Terms. Terms defined in other sections of this Agreement have the meanings given them. (x) 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 Property B. Certificate of Completion. C. Form of Tax Increment Note. D. Development Plan Documents. E. Acquisition Agreement. F. Legal Description of Developer's Parcels. G. Legal Description of Imre Parcel. H. Legal Description of Darcom Parcel. 1. Description of Public Improvements. J. Required Soil Correction Activities. Section 1.3 Rules of Interpretation. (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. 4 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 the necessary financial resources for acquisition of the Property and construction of the Improvements. (c) The Developer will, to the extent required by this Agreement, demolish the buildings and other improvements on the Property and will construct or cause the construction of the 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 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. (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 116J.993 to 116J.995, do not apply to this Development Agreement or the assistance provided by the TIF Note. 5 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 Property is zoned for purposes which include 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 payment or reimbursement for eligible costs under Minnesota Statutes, Section 469.176, Subd. 4; and to allocate the payment or reimbursement to eligible costs in the following order: (a) Demolition and Soil Correction Costs, (b) Public Development Costs and (c) Public Acquisition and Relocation Costs. The Darcom Parcel is a property determined by the EDA's consultants to contain structurally substandard buildings and, in any event, the Developer's Parcel and the Imre Parcel are adjacent parcels necessary to provide a site of sufficient size to permit an integrated development. The Demolition and Soil Correction Costs, Public Development Costs, Public Acquisition and Relocation Costs and other eligible costs exceed $500,000. ARTICLE III. CONSTRUCTION OF IMPROVEMENTS; PUBLIC IMPROVEMENTS; OTHER DEVELOPER OBLIGATIONS Section 3.1 Construction of 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 Building Plans. Final Development Plans for the Improvements shall be subject to approval by the City. Section 3.3 Completion of Construction. Subject to Unavoidable Delays, construction of the Minimum Improvements shall be completed prior to December 31, 2004, except one of the $7,000 square foot retail buildings which shall be completed prior to December 31, 2005. All construction shall be in conformity with the approved Development Plans. Periodically during construction, but at intervals of not less than 30 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 6 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 Property Acquisition. The real property necessary to be acquired for the Development consists of the Developer's Parcels and the Imre Parcel. The Imre Parcel and Darcom Parcel shall be acquired by the EDA and reconveyed to Developer in accordance with the Acquisition Agreement. In lieu of the acquisition by the EDA of the Developer's Parcels and reconveyance by the EDA of the Developer's Parcels to the Developer, the Developer shall at its expense acquire good and marketable title to the Developer's Parcels from the existing owners. The cost to the EDA of acquisition of the Imre Parcel and any related relocation costs shall be considered a Public Acquisition and Relocation Cost hereunder. The EDA makes no representation or warranty as to the status of title to the Property or as to the suitability of the Property for the Developer's purposes. Section 3.6 Demolition. Within nine months after the acquisition of any parcel of Property, the Developer shall demolish all the buildings and other improvements thereon. Any demolition costs paid by the Developer or EDA with respect to the Property shall be deemed Demolition and Soil Correction Costs hereunder to the extent accompanied by evidence of the reasonableness thereof. Section 3.7 Relocation. The EDA shall pay any relocation costs required to be paid by the EDA under Chapter 117, Minnesota Statutes, or any other law and shall be promptly reimbursed by the Developer. Any relocation costs paid by or on behalf of the EDA (including those reimbursed by the Developer) shall be considered Public Acquisition and Relocation Costs hereunder to the extent accompanied by evidence of the reasonableness thereof. Section 3.8 Soil Correction. Any costs paid by the Developer to remedy any soil correction problems described in Exhibit I hereto shall be deemed Demolition and Soil Correction Costs hereunder to the extent accompanied by evidence of the reasonableness thereof. Section 3.9 Letter of Credit. As security for its obligations hereunder, the Developer shall deliver to the EDA a Letter of Credit issued by a bank acceptable to the EDA. The Letter of Credit shall be in an amount equal to the amount of the Public Acquisition and Relocation Costs, Demolition and Soil Correction Costs and Public Development Costs incurred or reasonably estimated to be incurred by the EDA hereunder less the amount of any letter of credit provided under the Acquisition Agreement and shall otherwise be in a form 7 acceptable to the EDA. Upon reimbursement of the EDA by the Developer or direct payment of costs by the Developer in accordance with Sections 3.5, 3.6 and 3.7 the amount of the Letter of Credit shall be reduced by a corresponding amount. Upon the issuance of the Certificate of Completion the EDA shall return the Letter of Credit to the Developer. The EDA may draw on the Letter of Credit on the earlier of (i) 20 days prior to its expiration date, or (ii) the occurrence of an Event of Default hereunder. Section 3.10 Construction of Public Improvements. The City agrees to complete the Public Improvements as a local improvement under Minnesota Statutes, Chapter 429, by December 31, 2003, or such later date as may be approved by the Developer. Section 3.11 Assessments. The City may assess all or any portion of the Property and other benefited properties pursuant to Minnesota Statutes, Chapter 429, for that portion, if any, of the cost of the Public Improvements which may be lawfully assessed against such property, except as otherwise provided by agreement of the City. The parties agree that no provision of this Agreement shall limit the right of the City to assess the Property for their respective lawful share of the assessable costs of the Public Improvements. In addition, the property owners shall pay the cost of the usual charges for water and sewer utility service for the Property. 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, 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 liens or encumbrances attached for the purposes of obtaining funds to the extent necessary for acquiring and developing the Property and making the Minimum Improvements and such additional funds, if any, in an amount not to exceed the costs of developing the project 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 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 8 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 Assignment of Agreement. For the reasons set out in Section 4.2 of this Agreement, the Developer represents and agrees that, prior to the completion of the Minimum Improvements as certified by the EDA: (a) Except only 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 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, had there been no such 9 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 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 determine, 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. Subject to the further provisions of this Section, the EDA shall, upon completion of the Minimum Improvements and the issuance of a the Certificate of Completion therefor, issue to the Developer a Tax Increment Note substantially in the form of Exhibit C hereto. The principal amount of the TIF Note shall be $500,000. The TIF Note shall bear interest at the rate of 7.00% per annum, and shall be payable in semiannual installment payments payable on August 1, 2005 and each February 1 and August 1 thereafter to and including February 1, 2029. Interest accrued from the date of issue shall be added to the principal amount. The TIF Note shall mature on February 1, 2029. The EDA may prepay the TIF Note in whole or in part on any scheduled payment date. The TIF Note shall be issued in consideration of the Developer's funding of land acquisition, demolition and relocation costs and construction of the Minimum Improvements to be constructed under this Agreement. 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 a TIF Note to a lender as security for a loan or (ii) after 10 days' prior written notice to the EDA, transfer the TIF Note 10 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 from the TIF District received by the EDA to the extent provided in Section 5.2 hereof and the EDA shall have no other liability on the TIF Note, nor shall the TIF Note be payable out of any funds or properties of the EDA or City other than tax increment from the TIF District. Section 5.2 Tax Increment Available for TIF Note. The semi-annual installments due on February 1 and August 1 of each year shall be paid solely from the tax increment actually received by the EDA from the Property, after deducting 10% of such increment for allowable administrative expenses. Available tax increment shall be applied first to accrued and unpaid interest and then to principal. No installments are required to be paid after February 1, 2029, 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 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: (a) Failure by the Developer to observe and substantially perform any 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 to 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; or 11 (d) If the Developer, on a petition in bankruptcy filed against it, be adjudicated a 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 and the TIF Note; (c) draw on the Letter of Credit; (d) withhold the Certificate of Completion; or (e) take whatever action at law or in equity may appear necessary or desirable to the EDA or the EDA to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. 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. 12 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 Eagan Economic Development Authority 3830 Pilot Knob Road Eagan, MN 55122 (b) As to the City: 3830 Pilot Knob Road Eagan, MN 55122 13 (b) As to the Developer: Interstate Partners LLC 860 Blue Gentian Road, Suite 175 Eagan, MN 55121 Attention: Gregory S. Miller, President 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 Counterparts. This Agreement may be simultaneously executed in any number of counterparts, all of which shall constitute one and the same instrument. Section 7.6 Litigation; Undertakings. The Developer acknowledges that it has been advised that certain property owners have commenced litigation questioning the validity of the Tax Increment Financing District. Neither the City nor the EDA make any warranties as to the outcome of the litigation or its potential impact on the Tax Increment Financing District. In the event of a final judicial determination which invalidates the Tax Increment Financing District or results in the Property not being included or includable in the Tax Increment Financing District, the City and the EDA shall take any of the following actions reasonably requested by the Developer: (i) reform the Tax Increment Financing District under any available law in such manner that the District includes the Property and has the maximum duration limit permitted by law, (ii) request the Legislature to enact remedial legislation to authorize the action described in the previous clause, and (iii) approve and seek Dakota County approval of tax abatement authority in a manner which approximately equals the value of the tax increment subsidy described herein. 14 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 President And By Executive Director CITY OF EAGAN By Mayor And By City Clerk INTERSTATE PARTNERS LLC By: Gregory S. Miller, President 15 STATE OF MINNESOTA ) ) ss COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this _ day of , 2002, by and 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. Notary Public 16 STATE OF MINNESOTA ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2002, by Gregory S. Miller, the President of Interstate Partners LLC, a Delaware limited liability company, on behalf of the company. Notary Public 17 STATE OF MINNESOTA ) ss COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this day of 2002, by and 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 N41:910392.08 18 EXHIBIT A DESCRIPTION OF PROPERTY The Property is located in Dakota County, Minnesota and is legally described as follows: That portion of Lot 5 of The Robert O'Neill Homestead, Dakota Co., Minn., which lies northerly of the existing right-of -way of Trunk Highway No. 55. 2: That part of Lot 3, The Robert O'Neill homestead, Dakota Co. Minn. described as follows: Commencing at the intersection of the North line of said Lot 3 and the Westerly right of way line of State Highway No. 49, thence Southerly along said right of way line 150.0 feet to the point of beginning, thence Southerly along said right of way line 160.0 feet, thence Westerly parallel to the North line of said Lot 3 a distance of 245.0 feet, thence North parallel to the West line of said Lot 3 a distance of 158.98 feet, thence Easterly 263.48 feet to the point of beginning. Outlot E, Robins Addition A-1 EXHIBIT B CERTIFICATE OF COMPLETION The undersigned hereby certifies that Interstate Partners LLC and or its successors or assigns have fully and completely complied with the obligations of the Developer under that document entitled "Development Agreement," dated between the Eagan Economic Development Authority, the City of Eagan and Interstate Partners 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. DATED: EAGAN ECONOMIC DEVELOPMENT AUTHORITY By: Its Executive Director [Notary and Legal Description to be added so that instrument is in recordable form] B-1 EXHIBIT C $500,000 UNITED STATES OF AMERICA STATE OF MINNESOTA EAGAN ECONOMIC DEVELOPMENT AUTHORITY TAX INCREMENT REVENUE NOTE The Eagan Economic Development Authority, (the "EDA"), Minnesota, for value received, promises to pay, but solely from the source, to the extent and in the manner hereinafter provided, to (the "Owner") the principal sum of Five Hundred Thousand Dollars ($500,000), in semi-annual installments commencing August 1, 2005 and due on each February 1 and August 1 thereafter up to and including February 1, 2029 (each being a "Scheduled Payment Date"), together with interest on the outstanding and unpaid principal balance of this Note at the rate of 7.00% per annum. Interest on the outstanding balance of this Note shall accrue from the date hereof and shall be added to the principal amount on each February 1 unless paid. Semi-annual installment payments shall be applied first to interest and then to reduction of the outstanding principal. 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. 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 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 defraying certain costs incurred and to be incurred by the EDA within and for the benefit of its Tax Increment Financing District No. 2-4. This Note is issued pursuant to an Amended and Restated Development Agreement dated as of December 2002 between the EDA and the Owner (the "Development Agreement"). C-1 THE NOTE IS NOT A DEBT OF THE EDA OR THE STATE OF MINNESOTA, AND NEITHER THE EDA, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THIS NOTE, NOR SHALL THIS NOTE BE 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 90% of all tax increment received in the year preceding a Scheduled Payment Date with respect to the real property described in Exhibit A of the Development Agreement. Such real property constitutes a portion of the EDA's Tax Increment Financing District No. 2-4. The EDA shall pay to the Owner on each Scheduled Payment Date all Available Tax Increment on that date to the extent necessary to pay principal and interest then due and any past due installment. To the extent that the EDA is unable to pay the total principal and interest due on this Note at or prior to the February 1, maturity 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 and the EDA shall have no further obligation hereon. If the Development Agreement shall terminate pursuant to the terms thereof, and in certain other circumstances specified in the Development Agreement, the Available Tax Increment shall for each year thereafter be deemed to be zero, and this Note shall thereupon be automatically canceled, without further obligation hereon of the EDA whatsoever. 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 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 C-2 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. IN WITNESS WHEREOF, the EDA of Eagan 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 EAGAN ECONOMIC DEVELOPMENT ATTEST: Executive Director AUTHORITY President (Form of Transfer) 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 Transfer Name of Assignee Signature of Owner Executive Director on Register C-3 EXHIBIT D Development Plan Documents The Development Plans presently consist of the following diagram. D-l EXHIBIT E ACQUISITION AGREEMENT This Acquisition Agreement ("Agreement") is entered into as of this day of 2002, by and between the Eagan Economic Development Authority, a Minnesota public body corporate and politic (hereinafter the "EDA"), and Interstate Partners LLC, a Delaware limited liability company (hereinafter "Interstate") (collectively referred to as the "Parties"). WHEREAS, it is believed that Mary E. Imre is the owner of the real estate and DARCOM Partnership is the owner of one parcel depicted on the attached Exhibit "A" (hereinafter the "Property"); and WHEREAS, the EDA has created a tax increment financing district ("TIF District") to redevelop the Property; and WHEREAS, the EDA and Interstate have previously entered into an Amended and Restated Development Agreement which includes the Property (the "Development Agreement"); and WHEREAS, Interstate has been unable to acquire the Property through direct negotiation and has requested the EDA to acquire the Property through the use of eminent domain and to subsequently sell the Property to Interstate to facilitate the redevelopment plan; and WHEREAS, prior to commencement of any eminent domain proceeding, the EDA has requested and Interstate is willing to make payment to the EDA for any and all costs incurred by the EDA in acquiring the Property and transferring the Property to Interstate, including, but not limited to attorneys' fees, appraiser fees, acquisition fees and court costs, as well as any other costs incurred by the EDA in the acquisition of the Property through eminent domain. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: AcquiSITION OF PROPERTY. The EDA shall pursue the acquisition of the Property through negotiation or eminent domain. 2. OBLIGATION TO ACQUIRE THE PROPERTY FROM THE EDA. Upon the EDA obtaining fee title to the Property, the EDA shall give written notice thereof to Interstate and, within 90 days of the receipt of such E-l notice Interstate shall pay the purchase price described in paragraph 3 to acquire the Property from the EDA and the EDA shall convey the title it acquired to Interstate by quit claim deed. Thereafter Interstate shall redevelop the Property in accordance with the Development Plan set forth in the Development Agreement. 3. PURCHASE PRICE FOR THE PROPERTY. The purchase price for the : Property shall be the cumulative total of all costs incurred by the EDA in acquiring the Property and transferring the Property to Interstate including, but not limited to, attorneys' fees, appraiser fees, acquisition costs, relocation costs, court costs and all other costs. Notwithstanding the above, Interstate shall indemnify the EDA for actual costs incurred in regard to the EDA's acquisition of the Property. 4. LETTER OF CREDIT. As security for the indemnification set forth in paragraph 3 above, Interstate must, within 20 days of receipt of the EDA's appraised value for the Property, provide a letter of credit for one and one-half times of said appraised value. The letter of credit shall be in a form approved by the Attorney for the EDA. 5. DEVELOPMENT REQUIREMENT FOR THE PROPERTY. Interstate shall develop the Property in a manner consistent with plans previously submitted to the EDA. Dated: , 2002 Dated: , 2002 EAGAN ECONOMIC DEVELOPMENT AUTHORITY, a Minnesota public body corporate and politic By: _ Its: By: Its: INTERSTATE PARTNERS LLC a Delaware limited liability company By: Gregory S. Miller, its President E-2 STATE OF MINNESOTA) )ss. COUNTY OF DAKOTA) The foregoing instrument was acknowledged before me this day of. by and the and of EAGAN ECONOMIC DEVELOPMENT AUTHORITY, a Minnesota body corporate and politic, on behalf of the body corporate and politic. STATE OF MINNESOTA ) )ss. COUNTY OF Notary Public The foregoing instrument was acknowledged before me this day of , by Gregory S. Miller the President of INTERSTATE PARTNERS LLC, a Delaware limited liability company, on behalf of the limited liability company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: SEVERSON, SHELDON, DOUGHERTY & MOLENDA, P.A. 7300 West 147th Street, Suite 600 Apple Valley, MN 55124 (952) 432-3136 (RBB:206-20390) E-3 EXHIBIT F LEGAL DESCRIPTION OF DEVELOPER'S PARCEL Outlot E, Robins Addition 2. That part of Lot 3, The Robert O'Neill homestead, Dakota Co. Minn. described as follows: Commencing at the intersection of the North line of said Lot 3 and the Westerly right of way line of State Highway No. 49, thence Southerly along said right of way line 150.0 feet to the point of beginning, thence Southerly along said right of way line 160.0 feet, thence Westerly parallel to the North line of said Lot 3 a distance of 245.0 feet, thence North parallel to the West line of said Lot 3 a distance of 158.98 feet, thence Easterly 263.48 feet to the point of beginning. F-1 EXHIBIT G LEGAL DESCRIPTION OF IMRE PARCEL That portion of Lot 5 of The Robert O'Neill Homestead, Dakota Co., Minn., which lies northerly of the existing right-of -way of Trunk Highway No. 55. G-1 EXHIBIT H LEGAL DESCRIPTION OF DARCOM PARCEL That part of Lot 3, The Robert O'Neill homestead, Dakota Co. Minn. described as follows: Commencing at the intersection of the North line of said Lot 3 and the Westerly right of way line of State Highway No. 49, thence Southerly along said right of way line 150.0 feet to the point of beginning, thence Southerly along said right of way line 160.0 feet, thence Westerly parallel to the North line of said Lot 3 a distance of 245.0 feet, thence North parallel to the West line of said Lot 3 a distance of 158.98 feet, thence Easterly 263.48 feet to the point of beginning. H-1 EXHIBIT I DESCRIPTION OF PUBLIC IMPROVEMENTS [As reasonably determined by the City, subject to approval by the Developer of the necessity and estimated costs thereof] I-1 EXHIBIT J REQUIRED SOIL CORRECTION ACTIVITIES [To be determined by the Developer] M1:910392.08 J-1 Agenda Memo December 23, 2002 AGENDA ITEM: Other Business: D. PREMISES PERMIT RENEWAL ACTION FOR CONSIDERATION: Approve Premises Permit Renewal for Eagan High School Football Booster Club to conduct a pull tab operation at Al Bakers, 3434 Washington Drive. FACTS: • The Premises Permit for Eagan High School Football Booster Club to conduct pull tab operations at Al Baker's will expire December 31, 2002 and the application was not submitted in time for the last regular Council meeting of the year. • Staff has reviewed the application for renewal and deem it in order for approval. 2003 Tubing Budget 19-Dec-02 Program Expenditures Equipment Total Seasonal and Program Capital Personnel Clothing Supplies Expenditures Expenditures Trapp Farm Park 8,170 100 400 8,670 6,717 Central Park 17,306 400 17,706 6,717 Shared 7,389 7,389 Totals 32,865 100 800 33,765 13,434 Program Revenues Tubers Days Rate Revenue Trapp Farm Park Weekends 220 21 3.00 13,860 & Holidays Central Park Week Nights 60 42 Sub-total Discounted Rate Discounted Total Weekends & Holidays Week Nights 220 31 Combined Total Revenue Assumptions: 60 61 Sub-total Discounted Rate Discounted Total Discounted Total 3.00 7,560 21,420 3.00 20,460 3.00 10,980 31,440 $ 42,288 Admission fees are for unlimited tubing. Children less than 42 inches in height cannot tube alone. Weekend, holiday and week night fees are the same. Estimated stay per admission is 2 hours. Each site has 75 tubes and estimates are based on 40 tubes being in use on average over each 2 hour block of time. 1 19-Dec-02 Personnel Background Trapp Farm: Facility Operation: 8.25 Weeks $8.00/Hr 3 Emp/Hr 6.5 Weeks at 52 Hrs 3 Emp/Hr 1.75 Weeks at 50 Hrs Sub-total Discounted Rate Discounted Total Central Park: 8,112 2,100 10,212 0.80 8,170 Facility Operation: 13 Weeks 4 Emp/Hr 13 at 52Hrs $8.00 21,632 Sub-total 21,632 Discounted Rate 0.80 Discounted Total 17,306 Shared: 1 Employee 13 at 52Hrs $11.00 7,436 Training/Meeting Hours: 225 $8.00/Hr 1,800 Sub-total 9,236 Discounted Rate 0.80 Discounted Total 7,389 Discounted Total 32,864 Projected Weeks of Operation: Trapp Farm: January 4.00 February 2.50 December 1.75 8.25 Central Park: January 4.00 February 4.00 March 2.50 December 2.50 13.00 a 19-Dec-02 Capital Amortization Years 4 5 6 7 8 9 10 Program Expenditures 33,765 33,765 33,765 33,765 33,765 33,765 33,765 Tubes $ 13,434 3,359 2,687 2,239 1,919 1,679 1,493 1,343 Total Annual Cost 37,124 36,452 36,004 35,684 35,444 35,258 35,108 Estimated Revenues 42,238 42,238 42,238 42,238 42,238 42,238 42,238 Budgeted Revenues 35,000 35,000 35,000 35,000 35,000 35,000 35,000 Projected Operating Results at Various Admission Rates Assumes a six year amortization of the capital cost of the tubes. Annual Revenue Projections at Admission Rates of: Costs $ 3.00 $ 2.50 $ 2.00 $ 1.50 $ Revenues Minus Expenditures 6,284 (764) (7,812) (14,860) 14,096 (21,908) Central Park Capital Costs Not Included In Amortization: Construction expenses incurred to date Estimated water connection not billed 7,894.77 30,000.00 37,894.77 The draft 2003 fee schedule also proposed a change to the tubing reservation system changing to: A group fee of $4.00 per person for groups of 20 or more. The reservations are made only on off peak times: Mon - Thur 8:00 pm to 9:30 pm Sunday 10:00 am to 11:30 am and 8:00 pm to 8:30 pm No reservations for December 24, 25, 31 or January 1 Reservations only at the Trapp Farm Park 3 3 20 FEE SCHEDULE PARKS AND RECREATION CHARGES (cont'd) The following charges are subject to 6.5% State sales tax: Sunshelters (per day) Residents Non-residents Picnic kit (requires $50.00 damage deposit) 3 items Each additional item Chuckwagon grill (per day) Canopy (per day) Extra picnic tables, each Trapp arm re rv4? tubin facility: 1-30 peo a (per u ate) 31-60 le (per ' ur rate) 61- pe0 (p ho te) Fieldtfacility maintenance fees: Traveling youth teams (per team) Adult-up to 9 games (per team) Adult-each additional game > 9 Concessions permit (maximum of 3) $ .eo oo- 35.OO $ 60=00'55,00 7.00 10.00 3.00 5.00 36-N- 32.00 55,00 -X6:88. (A0-oo q&eo• ?a,oo 10.00 N/A >7. 0 .0 10 0 00 1 "-ACL$1o.tX) N/A 474.% l95.E 556.60 310.00 40.00 per date 49-60 per date 2S AD '4'S -oo 215.00 N/A Civic Arena rental 10A?& lce,Prime time (2 m-10pm weekdays) 145.00 per hr. 145.00 per hr. :SpdolW lr lO,*O J•.. 00 P&r he. F+tir lv% Tennis courts (per court per hour) 300 ' 4 ,P0 o_ '(u,4i?a -'(Taip fi.., AA#- eM.C 3.v o Ix?^?sy 3? (??''k°`? C.4?Yrwl pMK- ?lifi?J ? fili?Il^? ftiSCY VtkMw fro!VVI-110 +.00 MI'Ot?. s.ev . . - 20- Yo L?`?+• 41#;A) Akto ti