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09/30/1997
I TENTATIVE AGENDA CITY COUNCIL SHAKOPEE, MINNESOTA SEPTEMBER 30, 1997 LOCATION: 129 Holmes Street South Mayor Jeff Henderson presiding WORK SESSION 1] Roll Call at 4:00 P.M. 2] Transit Issues 3] Other Business 4] Adjourn at 4:45 P.M. ADJOURNED REGULAR SESSION 1] Roll Call at 5:00 P.M. 2] Approval of Agenda 3] Approval of Consent Business: *A] Use of City Property for Homecoming Bonfire *B] Approval of Sale of Surplus MIS Property *C] Transit Grant for a Park and Ride Site - Res. No. 4752 4] Continuation of the public hearing regarding the proposed issuance of$3,544,900 Scott County HRA Revenue Bonds/City of Shakopee General Obligation Bonds to finance the acquisition and construction of a 52-unit senior housing facility to be located on Blocks 3 & 4. Actions following hearing: a) Res.No. 4744, Approving City general obligation pledge to Series A bonds b) Res.No. 4745, Approving Development Agreement c) Res.No. 4746, Approving TIF Plan modifications for District No. 10 d) Res.No. 4747, Approving guarantee agreement and TIF pledge agreement e) Res.No. 4748, Approving financing documents 5] East Dean Lake Development Project a) Environmental Assessment Worksheet-Resolution No. 4750 b) Rezoning - Ordinance No. 503 c) Planned Unit Development Overlay District No. 14 - Resolution No. 4751 6] Other Business 7] Adjourn at 6:45 P.M. CITY OF SHAKOPEE A�emorandum TO: Mayor and City Council FROM: Mark McNeill, City Administrator SUBJECT: Supper- September 30th Meeting DATE: September 29, 1997 We expect to have several people in attendance for the 4:00 PM workshop ast transit LiTuesday. p In addition, Jon Albinson has sent letters to 60 neighbors advising discussion by the City Council,beginning at 5:00 PM. Note that the public hearings for the EDA and City Council weretin ad o 5:00to P ,rather thenn 7:00 PM. So that the Albinson discussion is able to be commenced yor hope op will likel ask that the public hearings be continued until 7:00 PM. It is our not be issue p ed Mein attendance for the Blocks 3 &4 discussion understood that that util 7:00 PM-that is the time that I am directing the HRA, and City/EDA consultants to be available. in ouncil an Because of the amount of discussion,we are having box lunches brought reconvening Cg at 7:00 PM ff. We anticipate asking to recess at 6:45 for a short supper break before For your information. 4i n 1� OOP° Mark McNeill City Administrator MM:tw CITY OF SHAKOPEE Memorandum TO: Mayor and City Council l'UO Mark McNeill, City Administrator FROM: irector U SUBJECT: Transit Issues MEETING DATE: September 30, 1997 ITEM: Work Session No. 2 Introduction: R. Michael Leek, Community Development D Over the past year a number of issues have arisen relative to the transit services aw, has asked for provided by the City. Very recently, the City's dial a ride (DAR) provider, written clarification of City policies regarding DAR. These issues include; • The minimum age for independent ridership on dial a ride; • The status and use of the"ten cent" fare for theisabl dooraas well as service to • Level of service, i.e. "curb to curb" versus areas outside the City limits; • Possible discontinuation of DAR service after 6 p.m. on weekdays, and on Saturdays; • Possible discontinuation of one 53S express bus; • Management contract for transit services. Staff is seeking direction from the City Council regarding dthe whether ether itoissues ,shes ostff ke any changes in these aspects of transit service. Because with e anticipates that the Council may wish to set another wok session todealwod be sept a or all of them. Prior to making any changes in service, a public fore the Council, and notice be provided in the City's official and on the newspaper,to pant vehicles rsons o have expressed a specific interest in the above-named issues, themselves. Kathy Kottke, Operations Manager with Laidlaw, is expected to be present at the work session to answer specific questions. Discussion: xpress bus ce to Shakopee currently provides 3 types of transit services;ri-ent dial contractsa ride, ewith Southwest1Metro Eden Prairie Center, and van pooling. The City currently Transit (SMTC)to manage the dial a ride and express services, which are provided by Laidlaw and SMTC, respectively. The dial a ride service picks up and drops users off at the curb. Unlike Metro Mobility, for example, it is not intended to assist users from their home to the van. Because Shakopeeveway the DAR vansdo notrural edrivetial up the areas, users are picked up at the end of the dri driveways in such cases. Laidlaw is paid on the basis of the number of hours of DAR service provided for both weekdays and weekends, plus the capital contribution and less the fares collected. The current hourly rate is $28.93. Thus, for example, the cost of about 779 hours of DAR service in August 1997 was $21,819.20. Minimum Ase for Independent Ridership on Dial A Ride Shakopee Area Transit(SAT)has a long-standing, albeit unwritten policy of allowing young children to ride DAR vans without being accompanied by either an adult or older children. Recently the City's DAR service provider, Laidlaw, informed staff that it was experiencing problems with the provision of this service. Specifically, the provider has had problems with parents and children not showing for scheduled pick-ups, and having the vans called back shortly after the scheduled pick-up time, thereby increasing the amount of time spent to complete one pick-up. An additional problem for the provider is that people have not been at the scheduled destination at the scheduled time to meet very young children, with the result that in some instances drivers have had to keep young children on the vans until someone appears or can be contacted to pick them up. Because DAR is a"curb to curb" service and not a door to door service like Metro Mobility, Laidlaw's liability coverage does not extend to what occurs between the curb and the user's door step. Between the curb and the user's door then, there is potential additional liability for the City. Since staff first discussed this issue of a few weeks ago with representatives of Laidlaw, staff has received several calls from parents arethus opposed use DAR changing the present to get their lldren policy� either pre-school or day care, and Staff also contacted Maila Hedin of Scott County Human Services to determine whether a change in current policy would adversely affect their clients. Ms. Hedin indicated that she didn't see that as a particular problem, and in fact noted that Scott County only permits children over the age of 12 years to ride it's vans independently. Laidlaw also provides service to Chanhassen, Chaska and Eden Prairie for SMTC. SMTC's policy only allows children 10 years and older to ride Laidlaw's vans without being accompanied. On a monthly basis about 2300 riders use DAR. During the school year about is out this(5323%) of these are under 10 years of age. Laidlaw estimates that when school number drops to about 177, or about one-third the rate during the school year. The Status and Use of the"Ten Cent"Fare for Disabled Individuals; Since it's inception, the City's DAR service has offered a ten-cent fare to disabled individuals. My understanding of the intent behind this fare was to provide such individuals with a low cost way of getting to and from work. The fare was also intended to be available to persons enrolled in the school district's English as a second language program. Laidlaw has indicated that since the inception of the service, people who have used it for its intended purpose have demanded that it be available for other destinations. Thus, its use has apparently grown. DAR, like all transit, is a subsidized service. Obviously, the lower the fare, generally speaking the larger the per passenger subsidy. The options available to the Council are; • Clarify who is eligible for reduced fares; • Maintain fares at their current level; • Increase fares. Level of Service; "Curb to Curb" versus "to the Door; A number of requests have been to look at 1)providing service into the townships, and 2) providing service to the door, particularly for young children and particularly in rural residential areas. Council has already given staff direction regarding service into the townships and a future work session may be scheduled to discuss this item with the townships. The liability issue involved in helping riders from the door of their residences to the van, and vice-versa, has already been referred to above. In addition, if the DAR vans were to pick up riders at their doors in the rural residential areas of the City, that would add additional time to each trip, thereby reducing somewhat the number of trips that could be made. Particularly during the winter and spring melt this could also pose practical difficulties, since some driveways may be narrower than those required by the vans and could also be un-passable. Possible Discontinuation of DAR Service After 6 p.m. on Weekdays, and on Saturdays, Laidlaw has suggested that ridership on Saturdays is very low for the 5-hour period during which it is provided, and that the City should consider discontinuing the service. During the month of August 1997, and average of about 11 people rode DAR on Saturdays. Similarly, Laidlaw has suggested that DAR ridership drops off substantially after 6 p.m., and warrants considering restricting the hours of service. Service is currently provided until 9 p.m. Possible Discontinuation of One 53S Express Bus SMTC has suggested that one of the morning express buses, and one of the evening buses be deleted based on ridership numbers. For the Council's information, ridership information for August 1997 is attached. Management Contract for Transit Services The City of Shakopee has a"consulting contract" with SMTC for the provision of transit services. A copy of this agreement is attached for the Council's information. The agreement provides for automatic renewal on an annual basis. Among other things, the agreement provides for payment of up to $360,800.00 to SMTC for transit services. It also provides for a yearly payment to SMTC of 10% of the yearly compensation for the purpose of"administrative coordination." This is defined in Exhibit A to the agreement, and includes the following; • Provide and manage computerized dispatch system and phone services • Liaison to service providers • Monitor service to increase efficiencies—recommend improvements and changes • Provide customer service information to Shakopee residents who call SMTC • Receive, investigate, and resolve customer complaints and comments • Review provider invoices for accuracy • Coordinate design and production of schedules, discount coupons and cards, and other printed material relating to standard services • Assist with the design and format of reports to Metropolitan Council • Keep City of Shakopee current on related regional issues and policy changes. Staff has discussed and received proposals for provision of services and management assistance with SMTC and G. C. Bentley Assoc., Inc. SMTC's proposal provides service cost estimates, and would require negotiation of fees for major planning, management, marketing or other efforts. Mr. Bentley proposes a monthly fee arrangement,totaling $21,000 per year. Provision of transit services would still need to be individually negotiated with service providers. As the City continues to grow, demands for transit service can be expected to grow and change. It is my belief that some administration and management assistance will continue to be necessary given the level of detail involved in transit. Actions Requested: Council is asked to provide direction with regard to whether it wants a policy developed which sets a minimum age for independent ridership on the City's dial a ride vans. Council is asked to provide direction regarding whether it wishes to limit, raise, or eliminate the"ten cent" fare for disabled individuals on dial a ride. Council is asked to provide direction regarding level of service. The Council has previously directed that staff communicate with the townships regarding service to them, and staff will be following through on that direction from Council. Council is asked to provide direction regarding whether to discontinue DAR service after 6 p.m. on weekdays, and entirely on Saturdays. Council is asked to provide direction regarding whether to discontinue one of the 53S express buses. Council is asked for direction on whether to renegotiate the agreement with Southwest Metro Transit, negotiate a management contract for transit services with George Bentley and Associates, or take any other action regarding the management of Shakopee Area Transit Services. I 1 ' 1 1 I I • ' 1 �III1I . I 1111 SII j I 1 NI j 1 I ? 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O SI .=I =I IC 'C g I IC IoI0ioiolay 1 I I Ipipipioiy1 l ipipip10IaaI ',0101oipiy WINIOIIOiIOiI i 1WIOIININICI I WIOIIOgIUI CTiI ,,,,,a V71IOiINI CONSULTING CONTRACT THIS CONTRACT, made and entered into this t day of January, 1996, by and between the City of Shakopee, a municipal corporation of t e State of Minnesota, hereinafter referred to as the "City" with offices at 129 South Holmes Street, Shakopee, Minnesota, and Southwest Metro Transit Commission, hereinafter referred to as the "Consultant" with offices at 8080 Mitchell Road, Suite 104, Eden Prairie, MN 55344. WITNESSETH: THAT, WHEREAS, the City of Shakopee desires to engage the Consultant to provide shuttle transit service described in more detail in Exhibit A; and WHEREAS, the Consultant made certain representations and statements to the City with respect to the provision of such services as set forth on Exhibit A and the City has accepted said proposal. NOW, THEREFORE, for the considerations herein expressed,it is agreed by and between the City and the Consultant as follows: 1. Services. The City agrees to engage the services of the Consultant and the Consultant agrees to perform the services hereinafter set forth in connection with projects described in Exhibit A. 2. Addition to Services. The City may add to the Consultant services or delete therefrom activities of a similar nature to those set forth in Exhibit A, provided that the total cost of such work does not exceed the total cost allowance as specified in Paragraph 6 hereof. The Consultant shall undertake such changed activities only upon the direction of the City. Such directives and changes shall be effective only when in written form and prepared and approved by the office of the City Administrator and accepted and countersigned by the Consultant. 3. Exchange of Data. All information, data, and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Consultant without charge, and the parties shall cooperate with each other in every way possible in carrying out the scope of services. 4. Personnel. The Consultant represents that the Consultant will secure at the Consultant's own expense, all personnel required to perform the services called for under this contract by the Consultant. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Consultant. All of the services required hereunder will be performed by the Consultant or under the Consultant's direct supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this contract shall 1 be subcontracted without the written approval of the City provided however City acknowledges that Consultant subcontracts for the delivery of transit services and dispatch operations with third parties and City's execution of this Agreement constitutes its written approval of such subcontracts on a continuing basis with whatever third party or parties as are selected by Consultant. 5. Term. The terms of the Agreement shall commence on September 1, 1994 and end on December 31, 1996 and shall be undertaken and completed in such sequence as to assure their expeditious completion in the light of the purposes of the contract, but in any event, all of the services required hereunder shall be completed as set forth in the schedule for the project which is attached hereto as Exhibit A. This agreement shall automatically be renewed annually upon expiration of the initial term unless notice of termination is given thirty (30) days prior to the end of the term in any given year. 6. Pay. The City agrees to pay the Consultant in accordance with the terms set forth in Exhibit A, which shall constitute complete compensation for all services to be rendered under this contract. It is expressly understood that in no event will the total compensation to be paid to the Consultant under the terms of this contract exceed the sum of$360,800.00 per year for all services required unless specifically and mutually agreed to in writing by both the City and the Consultant. Except as hereinafter provided, no change shall be made unless there is a substantial and significant difference between the work originally contemplated by this contract and the work actually required. A change that increases or decreases the cost of the work by more than 5% shall be considered substantial and significant. In addition to the compensation to be paid to Consultant as set forth on Exhibit A, City shall pay an administrative fee of 10% of the yearly compensation for the purpose of "administrative coordination" as identified on Exhibit A. Payments for compensation and administrative coordination shall be made monthly and payments shall be due on or before the fifth day of each month. The total compensation to be paid as set forth in Exhibit A may be increased by Consultant if the fees it pays to its subcontractors for the delivery of transit service and dispatch operations are increased from the rates in effect on September 26, 1994. In the event the rates paid by Consultant to its subcontractors increase, the compensation under this agreement shall be increased by a percentage equal to the total percent increase in rates charged Consultant by its subcontractors. For purposes of determining any future rate increases, Consultant currently subcontracts with the Metropolitan Council Transit Operations for express transit routes and with National Bus Company for express routes, Dial-A-Ride services, and dispatch operations. The rates charged by the subcontractors to Consultant are listed in Exhibit A. 7. Termination. Either party may without cause terminate this contract upon thirty (30) days prior written notice. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Consultant under this contract shall, at the option of the City, become its property, and the Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Notwithstanding the above,neither party shall 2 be relieved of liability to the other for damages sustained by the other party by virtue of any such breach of the contract by the other party. 8. Change of Service. In the event the City desires to change the transit services provided to transit customers under this agreement, or terminate any of the services provided hereunder, the City shall be responsible for all advertising costs associated with contacting and informing all transit customers of all such changes and or terminations provided, however, the City may request that Consultant contact and inform transit customers of changes for ssor terminations o minats o s soo long as the parties have agreed upon additional compensation o Consultant being obligated to perform that service. 9. Conflicts. No salaried officer or employee of the City, and no member of the City direct or indirect, in this shall have a financial interest, contract. A violation of thisand applicable state statutes shall regulations,federal Pp provision renders the contract void. Any $ not be violated. 10. Assignment. The Consultant shall not assign or transfer any interest in this contract, without prior written consent of the City thereto. 11. Confidentiality. The public release of all reports, data or similar information given to or prepared or assembled by the Consultant under this contract shall be governed by Minnesota Statutes Chapter 13.01 to 13.99. 12. Interest. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services to be performed under this contract. The Consultant further covenants that in the performance of this contract no person having such interest shall be employed. 13. Discrimination. The Consultant agrees in the performance of this contract not to discriminate on the ground or because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation, or age, against any employee of the Consultant or applicant for employment, and shall include a similar provision in all subcontracts let or awarded hereunder. 14. Independent Contractor. The Consultant is an independent contractor and nothing contained herein shall constitute or designate the Consultant or any of the Consultant's agents or employees as agents or employees of the City of Shakopee, Minnesota. 15. City Benefits. The Consultant shall not be entitled to any of the benefits established for the employees of the City nor be covered by the Worker's Compensation Program of the City. 16. Liability. Consultant shall maintain insurance coverage with responsible insurance companies licensed to do business in the State of Minnesota in such amount for comprehensive 3 // general public liability or similar insurance. The Consultant shall furnish to the City upon written request, full information and written evidence as to the insurance maintained by the Consultant. In addition, Consultant shall name City as an additional insured and agree to annually provide City with evidence of insurance naming City as an additional insured. 17. Notices. All notices required or permitted hereunder and required to be in writing may be given by first class mail addressed to the City and the Consultant at the address shown above. The date of delivery of any notice shall be the date falling on the second full day after the day of its mailing. 18. Jurisdiction. This contract and every question arising hereunder shall be construed or determined according to the laws of the State of Minnesota. (xecuted he day and year first above written. SOUTHWEST ETR9(TRANSI COMMISSION CITY OF 3 QPEy MINNESOTA 11111 By _ 1111NBy /,i#2iane Harberts 1 - 7 Cfor / 0-1". 1 /(w(g By ' .. -• # . , r City Administra .r By WA 0 - . - •ity Clerk 4 ./Y' % rfr\smtc\shakopee\shakopee.con 4 _ — . �' EXHIBIT A Addendum to Consulting Contract between City of Shakopee and Southwest Metro Transit Commission I. SERVICE TYPE: Commuter Shuttle Service Features: • Service between Shakopee and the Eden Prairie Center • Bus connections to downtown Minneapolis,the Mall of America Transit Hub,the Southdale Transit Hub, and Hennepin Technical College are available at the Eden Prairie Center • Operates Monday through Friday excluding Holidays • Two morning trips that focus on 7:30 and 8:00AM work starts in downtown Minneapolis • Two afternoon trips that focus on 4:30 and 5:00PM work stops in downtown Minneapolis Service Cost: (hourly rate excluding revenue credit) • September 1994- July 1995: $130.43 hr. Excludes Public Vehicle Capital Service operated by MCTO Daily Cost is approx. $140. Annual Cost is approx. $36,400 • August 1995 -December 1996: $33.64/hr. Vehicle Capital does not apply Service operated by National School Bus using SMTC owned vehicles Daily Cost is approx. $80 Annual Cost is approx. $20,800 Service Period: Initial project period is September 1994-December 1996 Service Locations: Existing parking lot at 2nd Avenue and Lewis St. Future Opportunities: • Add non-peak time shuttle trips • Connections to Normandale Community College • Reverse Commute service via connections with SMTC routes • Expanded service connections to Bloomington and MN Valley Transit Authority service area II. SERVICE TYPE: Dial-A-Ride Service Features: • Demand Responsive(reservation required)transit-address to address • Operates Monday through Friday 6:30AM- 8:30PM,Saturdays 9:00AM- 1:00PM excluding Holidays 5 nI 1010 I IJ �n1 EXHIBIT A (continued) Service Cost: (hourly rate excluding revenue credit) • April 1995 - September 1995: $22.15/hr. ($25.00/hr. for lift equipped bus) Capital Cost=$2130/month, Weekly Cost is approx. $4,640 Total annual cost is approx. $267,000 • November 1995 -December 1996: $28.93/hr. (revised Driver's Benefit Package) Capital Cost is approx. $3,000/month Weekly Cost is approx. $5,825 Total annual cost is approx. $340,000 Service Period: Initial project period is April 1994 through December 1996 Service Locations: Operates within the boundaries of the City of Shakopee Future Opportunities: Expand connections to SMTC Dial-A-Ride III. ADMINISTRATION OF SERVICE Southwest Metro Transit would assist the City of Shakopee in the management and coordination of transit operations. SMTC would bill the City of Shakopee for out-of-pocket expenses and direct service costs plus a fee for administrative coordination. The administrative fee is calculated at 10% times the service provider's operating and capital service cost, excluding revenue credit. Copies of provider invoices and ridership data are to be attached to monthly invoice(s)from SMTC. Administrative coordination services are to include: • Provide and manage computerized dispatch system and phone services • Liaison to service providers • Monitor service to increase efficiencies-recommend improvements and changes • Provide customer service information to Shakopee residents who call SMTC • Receive,investigate,and resolve customer complaints and comments (documentation to be provided to City of Shakopee) • Review provider invoices for accuracy • Coordinate design and production of schedules,discount coupons &cards,and other printed material relating to standard services • Assist with design and format of reports to Metropolitan Council • Keep City of Shakopee current on related regional issues and policy changes 6 GC BENTLEY ASSOC . TEL N0 .612-937-3504 Sep 08 ,97 11 :59 P .02 G.C. BENTLEY ASSOC., INC. 14292 Gaff View Drive Government and Legislative Affairs,Consulting Eden Prairie,MN 55346 etimpummommiemmarrnessmaminmaininiem Phone (612)937-3502 Fax (612)937-3504 PROPOSAL TO PROVIDE TRANSIT MANAGEMENT ASSISTANCE FOR THE CITY OF SHAKOPEE 1NTRODUCT1ON (;.C. Bentley Assoc.,lite.,a transportation and transit consulting firm with ten years extensive experience in opt-out transit operations.policy.finances and service development.including prior consulting work for the City of Shakopee,proposes to provide transit management assistance to the City of Shakopee for the Shakopee Area Transit system. This service could begin immediately,and would coincide directly with work currently being done for the Shakopee Area Transit System G.C. Bentley Assoc..Inc.is very familiar with the Shakopee system and would not require any start-up time to begin work. SCOPE OF WORK The following Scope of Work is proposed: • Assist City staff in operations of transit system -Work closely with staff in providing primary system operations oversight -Help assure smooth delivery of day-to-day transit services -Provide periodic service monitoring -Work with contracted service providers and the City to ensure contract compliance and system efficiencies -Work as liaison with the Metropolitan Council and other agencies to help achieve transit operational goals, to provide input toward regional transit policy development,to help gain approval of City transit requests and to help assure transit operations financial and operational integrity • Prepare transit Management Plan and Budget,including any amendments,and help achieve approval • Work with stall in providing transit fiscal and service efficiency analyses on a monthly basis -Help in preparation of monthly financial reports -Prepare budget reports -Prepare service efficiency reports -Help assure compliance with Metropolitan Council and City reporting requirements • Assist with development and implementation of transit marketing plans and programs • Work with staff in developing new transit service plans and in identifying long-term transit system needs -I leIp identify and plan for transit service enhancements -Prepare RFPs for contracted transit service provision as necessary -Assist in new transit service implementations and provide ongoing new service monitoring,recommending service adjustments as needed -I Ielp dcvcitup long-term system operations and capital needs,including planning for park and ride lots,vehicles, and support facilities -Assist in identifying and procuring funding for long-term operations and capital needs -Assist in development of local transit policies GC BENTLEY ASSOC . TEL NO .612-937-3504 Sep 08 ,97 12 :00 P .03 TRANSIT MANAGEMENT PROPOSAL CITY OF SIHAKOPEE Page 2 • Provide ongoing communications -Communicate regularly with City stat; -Provide communications and reports to the City Council and any advisory boards and committees as needed -Develop customer communications program,including rider aims and periodic newsletters -Provide information on an ongoing basis regarding regional transit activities FEES G.t.Bentley Assoc.,Inc.proposes to conduct the Scope of Work,as identified above.for a fee of S1,750.00 per month plus necessary and approved expenses for a period of one(I)year(12 months),a period to be automatically renewed for succeeding one year periods unless otherwise terminated. Pees may be renegotiated within 60 days of the end of each one year period. Services under this proposal may he terminated at any time by either patty with a 30 day written notice. Additional services outside of the Scope of Work may be provided based upon agreement between G.C.Bentley Assoc.,Inc. and the City of Shakopee of fees and scope of work, G.C. Bentley Assoc..Inc.,and its employees shall not be oonsidered employees of the City of Shakopee for any purpose, including wages,salaries,fringe benefits,FICA taxes,worker's compensation and unemployment compensation contributions required by law. G.C.Bentley Assoc.,Inc.shall be Considered an independent contractor as that tem*is used and applied under the laws of the State of Minnesota and the United States of America. 01611/1191 On behalf of G.C.Bentley Assoc.,Inc. 1 appreciate the opportunity to present this proposal for transit management services to the City of Shakopee. if 1 you have any questions or would like additional information please let me know. Thank youl Sincerely, eo, • Crouse C.Bentley President June 13, 1997 SOUTHWEST METRO TRANSIT Phone 612.934.7928 8080 Mitchell Road,Suite 104,Eden Prairie,MN 55344 FAX 612.949.8542 September 9, 1997 IALCIiiggo Mr. Michael Leek SeP I 0 1Y9/ Community Development Director City of Shakopee .. 129 Holmes Street South Shakopee, MN 55379 Dear Michael: Thank you again for coming to our office last week to discuss the contract situation between the Southwest Metro Transit Commission(SMTC) and the City of Shakopee. As you are aware, SMTC and our service provider Laidlaw Transit Services , Inc. (LTS)have been operating Shakopee dial-a-ride service for quite some time past the contract expiration date. The purpose of this letter is to provide you with a formal response for extending our current arrangement for transit contract administration for the City of Shakopee. Both SMTC and LTS are looking forward to continuing our service for Shakopee in the future. System Benefits: We have appreciated the relationship that has been developed between SMTC and the City of Shakopee. We believe the benefits that the SMTC and LTS bring to the system include: Performance Monitoring. Statistical data is monitored monthly with the emphasis put on providing superior customer service while optimizing productivity within the system. Computerized Dispatching. Our computerized dispatch system is the most advanced system on the market. It allows for immediate feedback from the driver to the dispatcher so that analysis of the best possible and most cost effective outcomes for each passenger trip can be attained. Staffing Levels. Shakopee has been able to capitalize on the benefits derived from the staffing levels needed to carry out the SMTC program. These benefits are realized at many levels such as dispatching, call taking, customer service representation, and safety and training. Superior Experience. Our project staff have significant experience with dial-a-ride service and specifically, Shakopee operations. SMTC and LTS have the resources available to meet all the needs of the City of Shakopee with the focus being on customer service and safety. Quality Drivers. The dispatchers and drivers assigned to the Shakopee system know the customers and their riding needs. Superior Maintenance. Because of the economies the Shakopee system receives by being tied in with the SMTC service, the vehicles are always in top running order and breakdowns and loss of service is kept to a minimum. Vehicles. The Shakopee 53 S service is provided with vehicles owned by SMTC. A Joint Powers Agreement by and between the cities of Chanhassen,Chaska,and Eden Prairie. SOUTHWEST METRO TRANSIT Phone 612.934.7928 8080 Mitchell Road,Suite 104,Eden Prairie,MN 55344 FAX 612.949.8542 September 9, 1997 Letter to M. Leek Page 2 Proposed Vehicles: SMTC and LTS understand the need for vehicle reliability in order to provide the safest and most dependable service. We are pleased to propose new Champion Challenger buses that will be ordered immediately upon receiving notice to proceed. These vehicles will have ten ambulatory and two wheelchair positions. The fixed month vehicle depreciation/capital costs would be$4,092 which the City of Shakopee would be eligible for reimbursement through the Metropolitan Council's Private Vehicle Capital funding. *Note: the vehicle depreciation rate is based on the execution of a five year contract. Should Shakopee choose to enter into a shorter term contract,the vehicles and vehicle depreciation charge would need to be re-negotiated. Proposed Rates: The rates SMTC/LTS proposes are as follows: Contract Period Cost per Service Hour 9/1/97-8/31/98 $35.50 9/1/98-8/31/99 $36.75 9/1/99-8/31/00 $38.00 9/1/00-8/31/01 $39.40 9/1/01-8/31/02 $40.75 It should be noted that the proposed rate includes all service and general administration costs. It does not include any costs for major planning,management,marketing, schedule design or printing, or the development of Shakopee's management plan and budget. SMTC/LTS would be willing to provide some assistance to the City of Shakopee for the aforementioned tasks at no additional charge. Any significant time spent on the tasks would have to be negotiated separately. Thank you for the opportunity to provide this proposal. We enjoyed working with you in the past and hope to continue our relationship in the future. Sincerely, Len Simich, AICP Executive Director A Joint Powers Agreement by and between the cities of Chanhassen,Chaska,and Eden Prairie. L CITY OF SHAKOPEE Memorandum3 r-, TO: Mayor and City Council FROM: Mark McNeill, City Administrator SUBJECT: Bonfire Permission DATE: September 25, 1997 INTRODUCTION: The Council is asked to give permission for the Shakopee Chamber of Commerce to locate the Shakopee High School Homecoming Bonfire on City park property. BACKGROUND: On September 18th,I was contacted by Shakopee resident Don Mertz requesting that I send a letter to him, giving the City's permission to hold the Shakopee High School Homecoming Bonfire on City property. Mr. Mertz is one of several Downtown business people, who for the past six or seven years,have arranged for the traditional bonfire which is held the night before the homecoming football game. I spoke with High School Principal Jim Murphy to get some history on this; there were several uncertainties as to who was actually sponsoring the bonfire, where it was located, and most specifically, who had liability insurance for this. After some discussion, the Shakopee Chamber of Commerce will be adding this to its general liability insurance. Though,the actual ownership of the site has not been confirmed, it appears that the site(at the same location as in previous years) is at the south end of Stans Park. See attached map provided by Mr. Mertz. As such, City permission should be given to the Chamber to hold the bonfire there. Note that the Chamber has applied and has received a burning permit from the Shakopee Fire Department. Because the bonfire will be on October 2nd,before the next regular City Council meeting,we are asking that this permission be considered at the September 30th special meeting. RECOMMENDATION: I recommend that the City Council approve the Shakopee Chamber of Commerce holding the homecoming bonfire at the Stans Park location. The City is named as an additional insured and is also covered for any Chamber events that take place on City property. ACTION REQUIRED: If the Council concurs, it should,by motion, approve the Shakopee Chamber of Commerce utilizing the location at the south end of Stans Park for the homecoming bonfire on October 2, 1997. Mark McNeill City Administrator MM:tw i Pi rb1 r -•,—.--E s 1 q 1 t ikvia- o-id ,.... 7 1 , i _ ....,.________........s17.1„+_. .....i.„...._i.T.i.z.i__.,.........i.c.t.73.0.__Te.___ __ i fc:) I i I 1-----:1 r i o Ft.� Y VN --4.. IL] P v # 'S 1 I. n r I CONSENT CITY OF SHAKOPEE J► 13 . Memorandum TO: Honorable Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: Surplus MIS Property MEETING DATE: September 30, 1997 ITEM NO.: 3.B. INTRODUCTION: Over several years the City has accumulated numerous pieces of outmoded or incomplete computer equipment. This equipment essentially has no value to the City. Because some of the equipment requires special disposal techniques, staff suggests offering the property for sale on October 4, 1997,before simply disposing of it. A list of this equipment is attached hereto. ACTION REQUESTED: Offer and pass a motion declaring the items listed as surplus property and authorize the City Administrator to sell or otherwise dispose of the listed items. . R. Michael Leek Community Development Director MISsurpl/RML 1 MONTORS Model# Serial# City# Samsung MD-1254G 1817 IMTEC IMTEC-1256A 90104379 Amdek VIDEO310A 6384022 NEC JC1401P3A 68C05069U Goldstar 1430 PLUS MC-00100915 Aamazing MM-1488X 10719339 ADI DM-14+ S2-8401372A ADI DM-14+ S4-8402958A ADI DM-14 4527410A 1809 ADI DM-14+ S2-8503464A Packard Bell PB1422EG MC-80800320 Acer MM211 MU 0023532 Acer DM-14+ 8401098A Epson MCM-4035N-E MC-60100758 Honeywell 60157421-001 HONXEM 02855 Multitech DM-14 4527404A HARD DRIVES Acer 710 MPF-PC/710 A710124187 002052 Acer 710 MPF-PC/710 A710136285 002119 Acer 710 MPF-PC/710 A710145502-C 002149 Acer 710 MPF-PC/710 A710124408 002050 Acer 710 MPF-PC/710 A710124183 002051 Multitech Plus 700 MPF-PC/700 A051050603 Multitech Plus 700 MPF-PC/700 A051019643 Multitech 900 MPF-PC/900 A052015342 Multitech MPF-PC/700 A051050543 Wedgetech 386 WT 100083 002195 Sperry 3126-00 600912 KLH 386SX-16 Epson Q901 A 061484 Unknown 286 TURBO 0013694 Unknown 62001527 PRINTERS Hewlett Packard Laserjet 2531 J09062 1781 FAX MACHINES Hewlett Packard Fax 900 C3510A SCANNERS RICOH Image Scanner 5491-20 8020040 002187 IONSCAN DMP040-054/G 5, c . CITY OF SHAKOPEE Memorandum TO: Honorable Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: Resolution Authorizing Application to Metropolitan Council for Regional Transit Capital Funding Grant for the Development of a Park and Ride Site in the City of Shakopee. MEETING DATE: September 20, 1997 ITEM NO.: 3.a. INTRODUCTION: In anticipation of future growth and possible transit needs, staff is preparing and would like to submit an application for capital funds for the development of a park and ride site near the intersection of C.R. 17 and STH 169 on behalf of the City. Council is asked to approve the attached resolution authorizing application for capital funds from the Metropolitan Council. The deadline for submission of applications is October 3, 1997. DISCUSSION: The project would initially provide parking space for 40 cars, a shelter and turning space for transit vehicles,with area for expansion to accommodate an additional 100 cars. The total estimated cost of the project s$335,000.00,with the Regional Transit Capital share to be $110,000, and the local share to be$225,000. The local share does not represent"out of pocket" expenses,but rather the value of 5 acres of land anticipated to be dedicated to the City for purposes of this project. ALTERNATIVES: 1) Approve Resolution No. 4752, A Resolution Authorizing Application for a Metropolitan Council transit capital grant, as presented. 2) Approve Resolution No. 4752, A Resolution Authorizing Application for a Metropolitan Council transit capital grant,with revisions. 3) Do not approve Resolution No. 4752. ACTION REQUESTED: GRNT2RES/RML 1 Offer and approve Resolution No. 4752, a Resolution Authorizing Application for a Metropolitan Council transit capital grant. a R. Michael Leek Community Development Director GRNT2RES/RML 2 RESOLUTION NO.4752 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA,AUTHORIZING APPLICATION FOR A METROPOLITAN COUNCIL TRANSIT CAPITAL GRANT FOR THE DEVELOPMENT OF A PARK AND RIDE SITE AT CR 17 AND STH 169 WHEREAS, additional growth in the City of Shakopee will require a higher level of transit services to be provided to residents of the City; and • WHEREAS,the nature of development planned or occurring at or near the intersection of CR 17 and STH 169 make the area a logical location for the development of a park and ride site; and WHEREAS,the City of Shakopee desires to develop a park and ride site at the northwest quadrant of the intersection of SR 17 and STH 169 to accommodate 40 cars initially with additional expansion space available for 100 cars; and WHEREAS,the total estimated cost of the project is$335,000.00; and WHEREAS,the city requires assistance to acquire and develop a park and ride site; and NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA,as follows: 1. That the City Administrator is hereby authorized to submit an application to the Metropolitan Council for a Regional Transit Capital grant in the amount of$110,000.00 for the development of a park and ride site at the northwest quadrant of the intersection of CR 17 and STH 169; and 2. That a certified copy of this resolution shall be submitted to the Metropolitan Council. Adopted in session of the City Council of the City of Shakopee, Minnesota,held the day of , 1997. Mayor of the City of Shakopee ATTEST: City Clerk GRNT2RES/RML 3 CONSENT CITY OF SHAKOPEE 3� C Memorandum TO: Honorable Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: Resolution Authorizing Application to Metropolitan Council for Regional Transit Capital Funding Grant for the Development of a Park and Ride Site in the City of Shakopee. MEETING DATE: September 20, 1997 ITEM NO.: 3.a. INTRODUCTION: In anticipation of future growth and possible transit needs, staff is preparing and would like to submit an application for capital funds for the development of a park and ride site near the intersection of C.R. 17 and STH 169 on behalf of the City. Council is asked to approve the attached resolution authorizing application for capital funds from the Metropolitan Council. The deadline for submission of applications is October 3, 1997. ALTERNATIVES: 1) Approve Resolution No. 4752, A Resolution Authorizing Application for a Metropolitan Council transit capital grant, as presented. 2) Approve Resolution No. 4752, A Resolution Authorizing Application for a Metropolitan Council transit capital grant,with revisions. 3) Do not approve Resolution No. 4752. ACTION REQUESTED: Offer and approve Resolution No. 4752, a Resolution Authorizing Application for a Metropolitan Council transit capital grant. .Z7‘.27 ,1?„1 "6-0:-.1‘ R. Michael Leek Community Development Director grnttp&r/RML 1 RESOLUTION NO. 4752 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA,AUTHORIZING APPLICATION FOR A METROPOLITAN COUNCIL TRANSIT CAPITAL GRANT FOR THE DEVELOPMENT OF A PARK AND RIDE SITE AT CR 17 AND STH 169 WHEREAS,additional growth in the City of Shakopee will require a higher level of transit services to be provided to residents of the City;and WHEREAS,the nature of development planned or occurring at or near the intersection of CR 17 and STH 169 make the area a logical location for the development of a park and ride site; and WHEREAS,the city requires a assistance to acquire and develop a park and ride site; NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE,MINNESOTA,as follows: I. That the City Administrator is hereby authorized to submit an application to the Metropolitan Council for a transit capital grant for the development of a park and ride site at CR 17 and STH 169; and II. That a certified copy of this resolution shall be submitted to the Metropolitan Council. Adopted in session of the City Council of the City of Shakopee, Minnesota,held the day of , 1997. Mayor of the City of Shakopee ATTEST: City Clerk gmttp&r/RML 2 • S ccs 85 E.SEVENTH PLACE SUITE 100 SAINT PAUL,MN 55101-2143 612-223-3000 FAX:612-223-3002 SPRINGSTED Public Finance Advisors September 26, 1997 Mr. Jeff Henderson, Mayor City of Shakopee Mr. Robert Sweeney, President Economic Development Authority Members, City Council and E.D.A. Mr. Mark McNeil, City Administrator 129 Holmes Street South Shakopee, MN 55379 Re: River City Centre Project Financing Options Dear Sirs and Madame: This letter summarizes several of the options remaining open to the City relative to the River City Centre bond financings. In a number of cases, it will be necessary to receive direction from the City in order to proceed with the bond transactions. It is noted in the following text where immediate direction is needed. The Housing Project. The decision by the Council to proceed with all general obligation bonds has been incorporated into the financing package. This decision simplifies the transaction greatly and results not only in debt service savings, but in a reduction in the initial costs of issuance and the total amount of bonding required as well. A revised proforma for the project has been developed and is attached to this letter. Under current market conditions, the interest rates used in the proforma remain conservative. If the market holds or improves over the next two weeks, additional reductions in the debt service levels and a modest reduction in borrowing amount will result. The Retail Project. The decision to have the City make an internal loan to the retail portion of the project also simplifies the financing package for the'retail and results in debt service and costs of issuance savings. The internal loan has been structured to be the first obligation repaid and will have a first lien on the revenues of the project. There is one more decision relative to the City loan that needs to be made at this time and it is discussed in the context of the tax increment options. The tax increment commitment to the retail bonds backed by the City's general obligation has been defined as 20% of debt service. Using current assumptions relative to property taxation, excess tax Ehaspt will be several options srated available to the t focr thepusecof the excess tax in the y a result, the EDAincrement.s In summary form they are as follows: SAINT PAUL,MN MINNEAPOLIS,MN BROOKFIELD,WI OVERLAND PARK,KS WASHINGTON,DC IOWA CITY,IA City of Shakopee, Economic Development Authority September 26, 1997 Page 2 1. Accumulate the tax increment administratively and hold the accumulation as a reserve in the event it is needed to be applied to the general obligation backed bonds. 2. Use the excess tax increment to accelerate the repayment of the City loan. The "excess" project revenues that result from the interest cost reduction on the City loan could be applied to acceleration of the general obligation backed bonds. 3. Use the excess to repay other tax increment districts that funded the original acquisition and demolition for the Blocks 3 and 4 site. 4. To the extent permitted by law, apply the excess to other projects. Simply stated, the amount that could be diverted is 25% of increment created less any amount applied to administrative costs (a maximum of 10% of tax increment can be applied to administrative costs) provided that the tax increment is not needed to meet the pledge to River City Centre debt service. 5. Return the excess to the other taxing jurisdictions. 6. A combination of the above. A final option open to the City involves the timing of the application of the retail lease income. Under profomias prepared to date it has been assumed that the lease income is paid on January 1 and July 1 of each year, commencing January 1, 1998. Each payment covers the six month lease period beginning February 1 and August 1 respectively. It has also been assumed that this money is invested for the project's benefit by the trustee for a seven month period and is applied to the debt service occurring at the end of the lease period for which payment was received. This results in a cash balance for debt service being on deposit seven months in advance of a debt service payment. It also increases the amount of capitalized interest needed in the beginning phase of the project. As an alternative, the lease payments can be applied to the immediately following debt service payment. By doing so, the amount of capitalized interest needed is reduced, which in turn reduces the amount of the internal loan. Attached are two scenarios illustrating the differences that result from the application of the lease payments. Under the schedules marked "A", the seven month deposit is maintained. Under the schedules marked "B", a one month deposit period is used. The immediate effect of the change is to reduce the internal loan by $170,000 and increase annual coverage factors overall. Debt Service Reserve Funds. It has been suggested that the City could proceed with the financings without funding any debt service reserve funds and that a modest cost savings would result. The debt service reserve funds are established with the trustee to be called on in the event that revenues are not adequate to meet debt service. The reserves are funded at levels equal to the maximum annual debt service. A separate reserve will be funded for the housing component (Series 1997A) and for the two tax increment bonds (Series 1997D and 1997E) in combination. The reserves will be invested by the trustee and interest earnings will be applied to debt service payments. There are two considerations to make before eliminating the reserves. The first is that in projects such as housing and retail, where market factors can result in variability of occupancy or rental levels, a reserve provides some financial breathing room to allow response to those market conditions. In this case, it is the buffer in the event that a call on the City general obligation is ever made. It will provide the City a time to assess performance of the projects City of Shakopee, Economic Development Authority September 26, 1997 Page 3 and encourage changes, if necessary, but also it will enable the City to follow an orderly process of levying and collecting taxes as opposed to reallocating current year budgets to provide for a shortfall within the project financing. A second consideration is the required response to rating agency concerns should we drop the reserve. The rating agency does not, per se, require a debt service reserve for these types of financings where the general obligation of a taxing jurisdiction is pledged. They do however, recognize the factors discussed in the previous paragraph and will want a demonstration that the need for City funds can be provided through a smooth process that permits levying and collecting taxes. The time delay between recognition of need, timing for levy certification, and waiting for collections suggests that only the availability of cash will bridge the timing gap until levy dollars could be collected. If a bond funded cash reserve is not provided the City would need to reserve its own funds to be available in the event they were needed for project debt service. The recommended reserves exceed $500,000 for the financings. Setting aside City funds in this amount in the event they are ultimately needed for some portion of the debt service would impose a burden on the City's day-to-day operating flexibility and the ability to meet its other cash flow needs. The cost of carrying the reserve is basically the incremental costs that result from the issuance of the additional $500,000 in bonds. As I mentioned, the reserve will be invested, with interest earnings devoted to the payment of debt service. Recommendations. We would recommend to the City and the EDA that: 1. No formal pledge of additional tax increment be made to the River City Centre project at this time. The City retains the options listed above relative to the use of the tax increment. You have time to investigate more fully what your best option(s) might be, 2. The bond funded debt service reserves remain a part of the financing, 3. If the reserves remain in place, the retail lease payments be applied to the immediately following debt service payment and the internal loan be reduced accordingly. I have discussed the issues presented here with Steve Bubul and believe that he concurs with both the discussion points and the recommendations. I will be present at your meeting next Tuesday if you have further questions or need for clarification on these points. Sincerely, d,� c'IVEz;(;4-., Kathleen A. Aho, Principal Director of Financial and Management Services /Saint Paul Office cc: Distribution List Enclosures pISTRIBUTION LIST PROJECT: Scott County HRA LOCATION: City of Shakopee,Minnesota PROJECT: River City Centre Project PROJECT TYPE: Retail/Housing Mixed Use DATE REVISED: 9/29197 Telephone Facsimile Issuer Marge Henderson,Chair Scott County HRA,MN 905 S.Holmes Shakopee,MN 55379 William Jaffa,Executive Director 612/447-8875 612/447-8865 Scott County HRA,MN 16049 SE Franklin Trail,#104 Prior Lake,MN 55372 City of Shakopee/EDA Mark McNeil,City Administrator 612/496-9962 612/445-6718 Gregg Voxiand,Finance Director 612/496-9671 Paul Snook,Econ.Dev.Coordinator 612/496-9961 City of Shakopee 129 Holmes Street S. Shakopee,MN 55379 Bond Counsel Barb Portwood 612/335-1594 612/335-1657 Leonard Street&Deinard 150 South Firth Street,Suite 2300. Minneapolis,MN 55402 Underwriter Laura Ekholm 612/376-1547 612/376-1548 Miller&Schroeder P.O.Box 789 Minneapolis,MN 55440-0789 Underwriters Counsel Kent Richey 612/336-3459 612/336-3026 Faegre&Benson 2200 Norwest Center 90 South Seventh Street Minneapolis,MN 55402 Project Coordinator/Developer Frank Dunbar 612/377-7090 612/377-7089 Dunbar Development Corporation 5000 Glenwood Avenue,Suite 200 Golden Valley,MN 55422 City/EDA Attorney Steve Bubul 612/337-9300 612/337-9310 Kennedy&Graven,Chartered 470 Pillsbury Center Minneapolis,MN 55402 Prepared by:Springsted Inc.(9/26/97 9:47 AM) Hsg0924.xls Development Team SOURCES&USES PROJECT: Shakopee Senior Housing and Retail HOUSING LOCATION : Shakopee,Minnesota ISSUER: Scott County HRA PROJECT TYPE: Housing-Annual HRA Contribution DATE REVISED: 9/26197 Sources Series A GO Hsg $3,480,000.00 Series B Limited Tax $1,460,000.00 Financing Gap $0.00 Underwriter's Discount ($61,750.00) Accrued Interest $9,927.85 Interest Earnings $87,728.99 Interest Earnings $0.00 $4,975,906.84 Uses Construction and Design of Project $4,241,760.00 Deposit to DSRF $272,050.00 Costs of Issuance $127,838.69 Operating Reserve Fund $67,538.69 Capitalized Interest $261,400.00 Contingency $5,319.45 $4,975,906.84 plus Underwriting Discount $61,750.00 Total Project Costs $5,037,656.84 Sources and Uses at Closing Total Not Issued Series A Series B Sources Series A GO Hsg $3,480,000.00 3,480,000.00 Series B Limited Tax $1,460,000.00 1,460,000.00 Underwriter's Discount ($61,750.00) 0.00 (43,500.00) (18,250.00) Accrued Interest $9,927.85 0.00 6,917.08 3,010.76 Interest Earnings $87,728.99 0.00 61,800.99 25,928.00 Other $0.00 0.00 0.00 0.00 $4,975,906.84 0.00 3,505,218.07 1,470,688.77 Uses Construction Cost $3,758,115.00 0.00 2,332,449.92 1,425,665.08 Design Cost $254,417.00 0.00 254,417.00 0.00 Development Cost $229,228.00 0.00 229,228.00 0.00 Subtotal Project Fund $4,241,760.00 $0.00 $2,816,094.92 $1,425,665.08 Debt Service Reserve Fund $272,050.00 0.00 272,050.00 0.00 Operating Reserve Fund $67,538.69 0.00 67,538.69 0.00 Bond Fund-Capitalized Interest $261,400.00 0.00 258,400.00 3,000.00 Costs of Issuance $127,838.69 0.00 85,815.00 42,023.69 Contingency $5,319.45 0.00 5,319.45 0.00 Other $0.00 0.00 0.00 0.00 $4,975,906.84 $0.00 $3,505,218.07 $1,470,688.77 Prepared by:Springsted Inc. 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Q m C c6 (1 c4 N N N N c4 N N N N N N N N N N N N N N N N N N N N N N c� N Q } 0 0 N ce f- c o p 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 U Ci 0) ` N CO C 0) 0 QlLQ QmQ U O r ao O O c0 ao c0 ao cO O W O O O c0 a0 O O O a0 a0 ch O 1n U) 0 0 0 0 N O O O O O a0 a0 a0 a0 a0 a0 c0 c0 O a0 a0 c0 O O c0 (D O N r U) U) o O 7.5in (n cn M cn cnM cn m to (n elcn r) M o) r cn 0) o r (D rn r 0) o r rn N si R si R V < C 7 R V R R R 7 R N N O) N o (D ? e- a0 ? N_ U) C 7 cr Q C R ? cr ct er 7 et R e7 of CO r r r (D (D (0 r r r U) r r '_ O) N N N N N N N N N N N e- N COC OJ- .0 a a `m 0. N a SOURCES&USES PROJECT: Shakopee Senior Housing and Retail SCHEDULE B LOCATION : Shakopee, Minnesota ISSUER: Scott County HRA PROJECT TYPE: Retail-Master Lease-Capture of TIF DATE REVISED: 9/26/97 Annual Public Contribution-Pooled NOl Sources Series C City Internal Loan $895,000.00 Series D GO TIF Txbl $955,000.00 Series E GO TIF T-Ex $1,160,000.00 Series B Limited Tax $225,000.00 Underwriter's Discount ($29,250.00) Accrued Interest $10,471.26 Other $0.00 Interest Earnings $52,437.51 $3,268,658.77 Uses Construction and Design of Project $2,717,858.00 _ Deposit to DSRF $276,700.00 Costs of Issuance $110,370.31 Operating Reserve Fund $0.00 Capitalized Interest $161,716.66 Contingency $2,013.80 $3,268,658.77 Sources and Uses at Closing Series C Series D Series E Series B Sources Total ity Internal Loa GO TIF Txbl GO TIF T-Ex Limited Tax Par Amount of Bonds $3,235,000.00 895,000.00 955,000.00 1,160,000.00 225,000 Underwriter's Discount ($29,250.00) 0.00 (11,937.50) (14,500.00) (2,812.50) Interest Earnings $52,437.51 14,507.44 15,480.01 18,802.94 3,647.12 Accrued Interest $10,471.26 2,908.75 3,740.51 3,211.48 610.52 Other $0.00 0.00 0.00 0.00 0.00 Other $0.00 0.00 0.00 0.00 0.00 Other $0.00 0.00 0.00 0.00 0.00 $3,268,658.77 $912,416.19 $962,283.02 $1,167,514.42 $226,445.14 Uses Construction Fund $2,495,615.00 923,216.19 520,415.98 831,514.00 220,468.83 Design Cost $102,082.00 0.00 64,266.00 37,816.00 0.00 Development Cost $120,161.00 0.00 85,125.00 35,036.00 0.00 Subtotal Project Fund $2,717,858.00 $923,216.19 $669,806.98 $904,366.00 $220,468.83 Debt Service Reserve Fund $276,700.00 0.00 160,700.00 116,000.00 0.00 Operating Reserve Fund $0.00 0.00 0.00 0.00 0.00 Capitalized Interest $161,716.66 (10,800.00) 83,583.33 88,933.33 0.00 Costs of Issuance $110,370.31 0.00 47,973.92 56,420.08 5,976.31 Other $0.00 0.00 0.00 0.00 0 Contingency $2,013.80 0.00 218.78 1,795.01 0.00 $3,268,658.77 $912,416.19 $962,283.02 $1,167,514.42 $226,445.14 Prepared by: Springsted Inc. 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W f- N m 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 py y iD 0 N O m C OO N N c� N N N N N O� N c4 N N N f4 N N (� N N N c� (� c 4 N O� N (4 O� N N N �LL a C p O 0 0000000000000000000000000000000 ,O } V W d ` ON C CM O) NU OLLO 000 QQ .-- 00 Ob CO CO OO CO CO CO co r O OD CO 00 CD aO OO aO 00 O OD O O O O O c0 OO O aO CD O u) u) O O 0 O O O0 COO OO COO0 CO00 Oa COOD 0O COaD COO COa0 OD o N n N O15 u) r) r) o) r) r) r) M r) M r) Cl r) c) c•) r) n r) �_r D) O) r c0 O) r 0 O 0 Or 0 N R ? eF R R R R eF V R R C 7 N N Oi ui cD f0 a .-O R N c0 A.; 0) v c v v c v v v v v v c v v CD r n 1s c0 CD co r n r co n r .a N N N N N N N N N N N y- N N N 1. olN c0 a a 5th' ey'y( 14:.50 IU 444564244456718 P.01 c� LI LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION ISO SOUTII PIPTB STazrT SUITE 5300 MINNEAPOLIS,MINNESOTA 55402 Ta.615-33$-15Oo Fax 6%a-335-1657 LAW OPPICES IN MINNEAPOLIS,SAINT PAUL,AND 2(ANYATO FACSIMILE TRANShIIZTAL LEITER CONFIDENTIALITY NOTE:The information contained in this telooapy message is being transmitted to and is intended only for the use of the individual named below. If the reader of this is not the intended recipient,you are hereby advised that any dissemination,distribution or copy of this telecopy is strictly prohibited. If you have received this telecopy in error,please immediately notify us by telephone and destroy this telecopy message. Date of Transmittal: September 29,1997 Recipient: Paul Snook Hnn/Company. City of Shakopee City Facsimile Number: 445.6718 Telephone Number: Sender's Name: Barbara Portwood Sender's Number: 335-1594 Billing Number: 542 Client/Matter Numbers: 49456-2 Total number ofpages (Including tansuntial leer) Immediate notification of transmittal: COMMENTS: IF YOU ARE HAVING PROBLEMS RECEIVING OR TRANSMITTING,PLEASE CALL 612-335-1883 Original will not follow by mail Return original to: Gracie Sent by: Date: Time: Notified sender: JGr LJ 7I 1'4• *J rr\ GLIVL ri-uum 1V 1,-rJ•9Jf.JttLn•Y•'tJ4-11117 r.YJG 00 IQ :=.- gr W� hr � � U O h 0 O t 4°0J so O R Q = 'A. 0E ' O y Col (.0. -0 d •v vd 8 .. N orb ,Y,„ .0 4 c'� = F o E^ =a a 0. 00 •4 0 .� oV $' U � C� G x cV � � •d 'w .0 -z Ewm Cy rp 0 ,-.1 c.) . �' •v al b .74 00 o � yA •- c4 �gF04zcgca vyE C 0d 5 .. N •5 = v vi nowt 1 n 4, .ter .r', .fl 0 ti '5 09 :".00 TS ,d3 G rg 1' O C p os o cm -) 42a 'Lh roU .2 1 A a,L d y ° GG > O d caOc 14 1:1/d, cel w v a CO ste r. tW °' o 0 0 X d � U A aq In 0 cap t4 0 > o E-a 'v es .� i= GLS 0 rot a § - m z (10 v [Z 7 00.1' yH V Vtn O O `0 G C7 o y °A aM O v a 4 Ets = o I to: VG vWfiV d ia) .ct E.' doo ym ° ( 0�. ..a U -aci t. GGco k C O f,2, aA O pa Z O w a. 0.4 DO vim+ �, � � zc � TS ° E-' .6 < -1V NMvvi OAN4 Eco �` ^Vpo O O ::]:.: :::::,•:', c.> x� Z. i m w.. _ .v.. cI C.) 1 �L w c7 -a GGNL) FLUUK I U 414740044G4444010(1d r.YJJ PERSONAL GUARANTY AGREEMENT from Timothy E. Cashin, Scott LaFavre, Stephen C.Dombrovski and Leonard Ciorie as Guarantors, to SCOTT COUNTY HOUSING AND REDEVELOPMENT AUTHORITY Dated as of October 1, 1997 SS5509.01 5th 2J'J'( 14:S NI) I-LUU1 IU 144745b4 R445b(1tf fi.104 THIS PERSONAL GUARANTY AGREEMENT, made and entered into as of October 1, 1997 (the "Guaranty"), by Timothy E. Cashin, Scott LaFavre, Stephen C. Dombrovski and Leonard Currie, individuals residing in the State of Minnesota,as guarantors(the"Guarantors"),for the benefit of Scott County Housing and Redevelopment Authority (the"Authority"), a public body corporate and politic and political subdivision of the State of Minnesota, WITNESSETH: PRELIMINARY STATEMENT: The Authority has entered into a River City Centre Retail Master Lease with Shakopee River City Centre Associates, LLC, a Minnesota limited liability company (the"Tenanf'), dated as of October 1, 1997 (said Lease, as it may hereafter be amended or otherwise modified from time to time,being the"Lease'), pursuant to which the Authority has agreed to rent to the Tenant certain real property (the"Premises"). Terms defined in the Lease shall, when used herein with initial capital letters, have the meanings ascribed to them in the Lease, unless otherwise defined herein or the context hereof clearly requires otherwise. The Authority will issue certain bonds (the"Bonds")to finance the acquisition and construction of the Premises. The Bonds will be secured by payments made by the Tenant under the Lease, certain tax increment pledged to the payment thereof and by a pledge of the full faith and credit of the City of Shakopee, Minnesota (the"City"). It is a condition precedent to Authority's issuing, and the City's guarantying, the Bonds and the Authority's entering into the Lease that the Guarantors shall have executed and delivered this Guaranty. NOW, THEREFORE, in consideration of the premises and to induce the Authority to issue the Bonds and enter into the Lease, and to induce the City to pledge its full faith and credit to the Bonds, each Guarantor hereby agrees as follows: SECTION 1. Guaranty. (a) Subject to (b) below, each Guarantor hereby jointly and severally unconditionally guarantees the punctual payment when due, of all obligations of the Tenant now or hereafter existing under the Lease, whether for rental payments, fees, expenses or otherwise (such obligations being the "Obligations"), and agrees to pay any and all reasonable out-of-pocket expenses incurred by.the Authority in enforcing any rights under this Guaranty. (b) Notwithstanding any other provision of this Guaranty, the maximum cumulative amount payable by any one or more of the Guarantors under this Guaranty shall be limited to an amount equal to one year's Base Rent, at the rate applicable to the year in which any amounts under the Guaranty are required to be paid, provided that from the date hereof through the end of 1999 the limit shall be one and one half times annual Base Rent. SECTION 2. Guaranty Absolute. Each Guarantor unconditionally guarantees that the Obligations will be paid strictly in accordance with the terms of the Lease, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Authority with respect thereto. The liability of each Guarantor under this Guaranty shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Lease against the Tenant; 1SS5509A1 .Dar G7 7 r 144.J1 rrc GGIVu! rLuur< i U r4474JO14G444J0/10 t'.VJJ (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other amendment or waiver of or any consent to departure from the Lease, or any other agreement or instrument relating thereto;or (iii) any other circumstance which might otherwise constitute a defense available to,or a discharge of;any Guarantor in respect of this Guaranty. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Authority upon the insolvency,bankruptcy or reorganization of the Tenant or otherwise, all as though such payment had not been made. SECTION 3. Waiver. Each Guarantor hereby waives promptness, dill•ence, and any other notice with respect to any of the Obligations and this Guaranty and any requirement that the Authority exhaust any right or take any action against the Tenant or any other person or entity, including,without limitation, any other Guarantor. SECTION 4. Subrogation. Each Guarantor agrees not to exercise any rights which he may acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, until all the Obligations shall have been paid in full. If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all the Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Authority and shall forthwith be paid to the Authority.to be credited and applied upon the Obligations in accordance with the terms of the Lease. SECTION 5. Representations and Warranties. Each Guarantor hereby represents and warrants that: (a)he has full power and authority to enter into and perform his obligations under this Guaranty; (b) this Guaranty has been duly and validly executed and delivered by the Guarantor and constitutes a valid and enforceable obligation of the Guarantor; (c) the execution and delivery and compliance with the terms hereof shall not contravene or constitute a default under any indenture, commitment, agreement or other instrument to which he is bound or any judgment, order or decree to which he is subject; (d)there is no suit, action, proceeding or investigation pending or, to the best of the Guarantor's knowledge,threatened against or affecting the Guarantor(or any basis therefor)at law or in equity or by or before any court,arbitrator, administrative agency or other federal, state or local governmental authority which individually or in the aggregate, if adversely determined, might have a material adverse effect on the Guarantor's ability to perform, or affect the validity as to the Guarantor of, the obligations of Guarantor hereunder or as contemplated hereby; (e) information, including, but not limited to, financial information provided by the Guarantor to the Authority, is true and correct and does not state any untrue fact or fail to state any material fact necessary to reflect the financial condition of the Guarantor as of the date given and the date hereof; (f)the execution and delivery by the Authority of the Lease and the guaranty of payment of the Obligations under this Guaranty will result in a direct financial benefit to the Guarantor; (g)the Guarantor has read and approved the terms of the Lease; (h) by March 1 of each year during the term of the Lease the Guarantors will provide 1A55,19.01 2 qtr 47" 7 I 14•J 1 r K GGNj) r-LUUK 1 U +4474J0444444J0!10 the Authority with a statement of an accountant confirming that the aggregate net worth of the Guarantors is at least $5,000,000, which statement shall be based on a review of the Guarantors' financial statements current through the end of the preceding year, and which chall be certified by the Guarantors as true and correct and prepared in a form acceptable to the Authority; and (i) upon request by the Authority,the Guarantors will allow the Authority or its agents to review(but shall not be required to deliver copies to the Authority of)financial statements of the Guarantors and financial information on all the Guarantors' real estate-related assets. SECTION 6. Amendments, Etc. No amendment or waiver of any provision of this Guaranty or consent to any departure by the Guarantor herefrom shall in any event be effective unless the same shall be in writing and signed by the Authority, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. SECTION 7. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing and, if to a Guarantor, mailed or delivered to him, addressed to him at the address specified on the signature page hereunder, if to the Authority, mailed or delivered to it, addressed to it at the address of the Authority specified in the Lease, or as to each party at such other address as shall be designated by such party in a written notice to the other party. All such notices and other communications shall be effective when deposited in the United States mail or delivered to a reputable overnight courier, addressed as aforesaid. SECTION 8. No Waiver: Remedies. No failure on the part of the Authority to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 9. Continuing Guaranty. This Guaranty is a continuing guaranty and shall: (i) remain in full force and effect until payment in full of the Obligations and all other amounts payable under this Guaranty (but shall be subject to reinstatement in the circumstances described in the last sentence of Section 2 hereof), (ii) be binding upon each Guarantor and his personal representative, heirs and assigns, and (iii) inure to the benefit of and be enforceable by the Authority and its successors, transferees and assigns. SECTION 10. Governing Law: Severability. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of Minnesota. If any provision of this Guaranty shall be held to be invalid by any court of competent jurisdiction, the invalidity of such provision shall not affect any of the remaining provisions. SECTION 11. Jurisdiction. Each Guarantor hereby irrevocably agrees that any legal action or proceedings against him with respect to this Guaranty may be brought in the courts of the State of Minnesota, or in any United States District Court in the State of Minnesota, and by the execution and delivery of this Guaranty, each Guarantor hereby irrevocably submits to the jurisdiction of each such court and hereby irrevocably waives any and all objections that the Guarantor may have as to jurisdiction or venue in any of such courts. Each Guarantor acknowledges that he has received isssso9.oi 3 .. C., 'I J.,• I IN C.cnu I 1.UUIN I U M474JOHG444Jo(ill r.I J( sufficient consideration for any inconvenience which may be caused by any legal action brought in the State of Minnesota, and agrees that the enforcement of this Section 11 against the Guarantor would not be unreasonable or unfair under all the circumstances of the Lease or this Guaranty. SECTION 12. Counterparts. This Guaranty may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 13. Assignment The obligations of the Guarantors hereunder may not be assigned without the prior written consent of the Authority. The interest of the Authority in this Guaranty may be assigned to secure payment on the Bonds or otherwise without the consent of the Guarantors, and will be assigned to First Trust National Association, as trustee(the"Trustee")under that certain Indenture of Trust, dated as of October 1, 1997, by and between the Trustee and the Authority. IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered as of the date first above written. GUARANTORS: Timothy E. Cashin Address Scott LaFavre Address Stephen C.Dombrovski Address Leonard Currie Address 15$5504.01 4 ** TOTAL PAGE.0O7 ** CITY OF SHAKOPEE G . Memorandum TO: Mayor and City Council FROM: Paul Snook, Economic Development Coordinator SUBJECT: Blocks 3/4 City Council Actions - September 30th DATE: September 25, 1997 INTRODUCTION: At its meeting of September 30th,the City Council will continue a public hearing from the meeting of September 16th, and to take action on other issues relating to the Blocks 3 and 4 development. BACKGROUND: Over the past several weeks,the City and the Scott County HRA have been negotiating provisions of documents which would facilitate the construction of a development on Blocks 3 and 4. The development known as"River Center",would consist of 25,300 sq. ft. of retail on the ground level,and 52 market rate senior apartment units on two floors above. That same evening,the EDA is expected to consider action on other issues, some companion to the following actions to be taken by the City Council: 1. Public Hearing(continued)- General obligation pledge to Series A bonds. MSA 469.034 requires a City to hold a public hearing on the issuance of$3,544,900 of G.O. housing bonds(Series A); Council will continue this hearing at the September 30th meeting. While the actual issuance will be by the Scott County HRA, and was approved at their September 9th meeting, the City of Shakopee is being asked to provide full faith and credit backing of these bonds. The City would be involved should the primary source of repayment(housing rents)prove to be insufficient to repay these bonds. The security to the City would be a leasehold mortgage on the housing portion of the project. After taking input at the public hearing, should the City Council choose to proceed, a resolution approving the City's general obligation pledge to the Series A bonds will be needed. This would be subject to final ratification of financing documents(as defined in the Development Agreement). Page 2. 2. Resolution Approving Development Agreement A development agreement will be considered between the City, EDA, and Scott County HRA. This was presented in some detail at the September 2nd EDA meeting. Revisions as a result of that meeting, and subsequent negotiations between the parties is attached. A copy of the most recent draft, dated September 9.5th, is attached. If acceptable to the Council, a resolution approving the agreement will be necessary. 3. Resolution Approving TIF Plan Modification In order for Blocks 3 and 4 to utilize tax increment revenues, modifications to the existing TIF plan will be required. The TIF plan when originally established had only general financial information, and anticipated such things as demolition and land acquisition. With the River Center proposal, the TIF plan must be modified to reflect the use of tax increment to repay portions of the financing program dependent upon TIF revenues. 4. Resolution Approving General Obligation Guaranty Agreement This agreement details the debt service on the Scott County HRA's Taxable Tax Increment Development Revenue Bonds, Series 1997D, and Tax Increment Development Revenue Bonds, Series 1997E. The HRA will issue these bonds to finance a portion of the retail facility of the River City Centre. The City would be involved with repayment in the event the primary source of repayment-the revenues generated by the Retail Lease - are insufficient to repay these bonds. Within this Guaranty Agreement is a Tax Increment Pledge Agreement in which the EDA will assign to the City, and the City will in turn assign to the HRA, tax increment generated by the TIF District for the payment of the Tax Increment Bonds. To secure repayment to the City of any obligation as to the Series D and Series E Bonds,the HRA will grant to the City a leasehold mortgage on the retail facility. If acceptable to the Council, a resolution approving the General Obligation Guaranty Agreement will be necessary. 5. Resolution Approving Financing Documents After the public hearing, a resolution approving financing documents will be needed. Many of these financing documents, including Indentures of Trust, Master Disbursing Agreements, and Leasehold Mortgages to the City, are technical in nature and do not contain major business points of the project, and therefore, are not included in your agenda packet. If,however, you would like to review these documents prior to the 30th, they are available at City Hall. The other two financing documents covered by this resolution, the Ground Lease and Master Lease, are enclosed for your review. Page 3. COUNCIL ACTION REQUIRED: After the public hearing, adopt the following resolutions: a.) Res.No. 4744, Approving city general obligation pledge to Series A bonds b.) Res.No. 4745, Approving Development Agreement c.) Res.No. 4746,Approving TIF Plan modifications for District No. 10 d.) Res.No. 4747,Approving Guaranty Agreement, and Tax Increment Pledge Agreement e.) Res.No. 4748,Approving Financing Documents lorP Paul Snook Economic Development Coordinator cc 4. , CITY OF SHAKOPEE, MINNESOTA Resolution No. 4 7 4 4 Approving the issuance by the Scott County Housing And Redevelopment Authority of its Housing Development Revenue Bonds (City of Shakopee, Minnesota, Unlimited Tax General Obligation - River City Centre Project) Series 1997A in an aggregate principal amount not to exceed $3,544,900 and pledging the full faith and credit of the City of Shakopee thereto. WHEREAS, housing and redevelopment authorities and economic development authorities are authorized by Minnesota Statutes, Sections 469.001 to 469.047 (the "Act") to undertake redevelopment projects and housing development projects, and pursuant to Minnesota Statutes, Section 471.59,to undertake any common powers jointly; and WHEREAS, the Economic Development Authority for the City of Shakopee, Minnesota (the "EDA"), with the approval of the City of Shakopee, Minnesota (the "City"), has established its Minnesota River Valley Housing and Redevelopment Project No. 1, as amended from time to time (the "Project"), and its Tax Increment Financing District No. 10 (the"TIF District"); and WHEREAS, the EDA has acquired and cleared certain property known as blocks 3 and 4 (the "Site"), within the Project and the District; and WHEREAS, the City, the EDA and the Scott County Housing and Redevelopment Authority (the "Authority") propose to jointly exercise certain powers to develop a mixed-use retail and senior housing facility (the "Project") on the Site pursuant to that certain Development Agreement(the "Development Agreement")between such parties; and WHEREAS, pursuant to the Development Agreement, the Authority proposes to issue its Housing Development Revenue Bonds (City of Shakopee, Minnesota, Unlimited Tax General Obligation - River City Centre Project), Series 1997A (the "Series A Bonds") in an aggregate principal amount not to exceed $3,544,900 to finance the housing component of the Project, which constitutes a"qualified housing development project"under the Act; and WHEREAS, on the date hereof, the City has conducted a public hearing following publication of notice pursuant to Minnesota Statutes, Section 469.034, subd. 2, NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shakopee, Minnesota, as follows: 1. That the City hereby approves the issuance by the Authority of the Series A Bonds, and the pledge by the Authority of the full faith and credit of the City thereto. 1573341 2. That such approval is subject to (a) final approval of the Financing Documents by the City Attorney and (b) a final determination by the Authority to be made in the Authority's resolution approving the sale of the Bonds that the projected revenues pledged to the payment of the Bonds will equal or exceed 110% of the principal and interest due on the Bonds for each year of their term. 3. That the City hereby approves the uses of the proceeds of the Bonds to acquire and construct the housing component of the Project. Passed and adopted on this 30th day of September, 1997. ATTEST: 1573341 2 CITY OF SHAKOPEE,MINNESOTA CC • Resolution No. 4 7 4 5 l Approving the Execution and Delivery of a Development Agreemen between the City, the EDA and the Scott County Housi Redevelopment Authority WHEREAS, housing v and redevelopment authorities and economic development ment authorities are authorized by Minnesota Statutes, Sections 469.001 to 469.047 (the "Act") to undertake redevelopment projects and housing development projects, and pursuant to Minnesota Statutes, Section 471.59, to undertake any common powers jointly; and WHEREAS, the Economic Development Authority for the City of Shakopee, Minnesota (the "EDA"), with the approval of the City of Shakopee, Minnesota (the "City"), has established its Minnesota River Valley Housing and Redevelopment Project No. 1, as amended from time to time (the"Project"), and its Tax Increment Financing District No. 10 (the "TIF District"); and WHEREAS, the EDA has acquired and cleared certain property known as blocks 3 and 4 (the"Site"),within the Project and the District; and WHEREAS, the City, the EDA and the Scott County Housing and Redevelopment Authority (the "Authority") have entered into a Joint Powers Agreement (the "Joint Powers Agreement") dated as of August 1, 1996, pursuant to which they propose to jointly exercise certain powers to develop a mixed-use retail and senior housing facility (the "Project") on the Site; and WHEREAS, there has been prepared a Development Agreement (the "Development Agreement" by and between the City, EDA and Authority, a draft of which is on file with the City Administrator on the date hereof, which is intended to supersede the Joint Powers Agreement and which details the proposed development of the Project and the manner in which the joint powers of the parties thereto relating to the Project will be exercised; and WHEREAS, the housing component of the Project constitutes a "qualified housing development project" under the Act, for the financing of which the Authority is authorized to issue its housing revenue bonds secured primarily by revenues generated by such housing component and secondarily by a pledge of the full faith and credit of the City, subject to the satisfaction of certain procedural requirements and the approval of the City; and WHEREAS, as required by the Act, the City has held a public hearing (the "Public Hearing") regarding the issuance by the Authority of its Housing Development Revenue Bonds (City of Shakopee, Minnesota, Unlimited Tax General Obligation - River City Centre Project), Series 1997A (the "Series A Bonds") in an aggregate principal amount not to exceed $3,544,900; Ciy-Approval of Development Agreement 1573323 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shakopee, Minnesota: 1. That the Development Agreement is hereby approved in substantially the form on file with the City Administrator on the date hereof, with such changes or modifications which are not materially adverse to the City and which are approved by the Mayor and the City Administrator. 2. That the Mayor, City Administrator and City Clerk, or in their absence or unavailability, any other officers of the City, are authorized and directed to execute and deliver the Development Agreement on behalf of the City. Passed and adopted on this 30th day of September, 1997. ATTEST: 1573323 2 cc ,i3 DRAFT: September ^ 25, 1997 )1'‘ 'T• DEVELOPMENT AGREEMENT BETWEEN SCOTT COUNTY HOUSING AND REDEVELOPMENT AUTHORITY, CITY OF SHAKOPEE,MINNESOTA AND ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA This document was drafted by: Leonard, Street and Deinard Professional Association 150 South Fifth Street Suite 2300 Minneapolis, Minnesota 55402 TABLE OF CONTENTS Page ARTICLE I -Definitions 2 Section 1.1. Definitions 2 ARTICLE II - Representations 5 Section 2.1. Representations by the HRA 5 Section 2.2. Representations and Warranties by the EDA 5 Section 2.3. Representations and Warranties by the City. 5 ARTICLE III - Project; Ground Lease; Retail Lease; Development Committee 7 Section 3.1. General 7 Section ^ 2.2. Ground Lease 7 Section 3.3. Financing of Site Improvements. 7 Section 3.4. Waiver of Certain Fees 7 Section 3.5. Development Committee 7 Section 3.6. Notices 8 ARTICLE IV-Project Financing 9 Section 4.1. General 9 Section 4.2. Local Contribution. 9 Section 4.3. Housing Facility Bonds. 9 Section 4.4. Special Benefit Tax Bonds. 9 Section 4.5. Retail Facility Bonds. 9 Section 4.6. Surplus Revenues,Reimbursement to City 10 Section 4.7. Project Management. 10 ARTICLE V- Insurance 12 Section 5.1. Insurance. 12 ARTICLE VI -Property Taxes; PILOT 14 Section 6.1. Real Property Taxes. 14 Section 6.2. Use of Tax Increments 15 ARTICLE VII - Events of Default 15 1571081 1 9/25/97,3:18 PM Development Agreement Section 7.1. Events of Default Defined. 15 Section 7.2. Remedies on Default. 15 Section 7.3. No Remedy Exclusive. 15 Section 7.4. No Additional Waiver Implied by One Waiver. 15 ARTICLE VIII - Additional Provisions 16 Section 8.1. Conflict of Interests; HRA Representatives Not Individually Liable. 16 Section 8.2. Equal Employment Opportunity. 16 Section 8.3. Restrictions on Use 16 Section 8.4. Provisions Not Merged With Deed. 16 Section 8.5. Titles of Articles and Sections. 16 Section 8.6. Notices and Demands. 16 Section 8.7. Counterparts. 17 Section 8.8. Recording. 17 Section 8.9. Supersedes Joint Powers Agreement 17 Exhibit A-Bond Term Sheet A-1 A Exhibit B - Description of Project B-1A Exhibit C - Legal Description; Permitted Encumbrances C-1 A Exhibit D - Summary of Housing Ground Lease Terms D-1 Exhibit E - Summary of Retail Lease Terms E-1 A 1571081 11 9/25/97,3:18 PM Development Agreement DEVELOPMENT AGREEMENT THIS AGREEMENT, made on or as of this A first day of October 1997, by and between the SCOTT COUNTY HOUSING AND REDEVELOPMENT AUTHORITY (the "Authority"), a public body corporate and politic and political subdivision of the State of Minnesota(the "State"),the CITY OF SHAKOPEE, MINNESOTA (the "City"), a municipal corporation and political subdivision of the State, and the ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA(the "EDA"), a public body corporate and politic and political subdivision of the State, WITNES SETH: WHEREAS, the EDA has heretofore created, with the approval of the City, as required by law, its Minnesota River Valley Housing and Redevelopment Project No. 1 (the "Redevelopment Project") in an area(the "Redevelopment Project Area"),located within the City; and WHEREAS, the EDA has heretofore created within the Redevelopment Project Area, with the approval of the City, as required by law,its Tax Increment Financing District No. 10 (the "TIF District"); WHEREAS, the Authority and the EDA are each authorized by Minnesota Statutes to undertake redevelopment projects and housing development projects, as described in Minnesota Statutes, Section 469.001 through 469.047 (the "Act"); and WHEREAS, pursuant to that certain Joint Powers Agreement, dated as of August 1, 1996, the Authority and the EDA propose to jointly undertake a mixed-use project (the "Project") on the 100 and 200 blocks of East First Street,which is within both the Project and the TIF District; and WHEREAS,the Project will be comprised of 52-units of multifamily rental housing, and related parking facilities (the "Housing Facility"), an approximately 25,000 square foot retail facility (the "Retail Facility")and a public plaza and a public parking facility (the "Public Facilities"); and WHEREAS, the Authority will issue certain bonds described herein to finance the acquisition and construction of the Project; and WHEREAS,the parties hereto desire to more specifically detail the rights and obligations of each of them in connection with the Project; NOW, THEREFORE, in consideration of the mutual covenants and obligations of the Authority, the EDA and the City, each party does hereby represent, covenant and agree with the other as follows: 1571081 1 9/25/97,3:18 PM Development Agreement ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means Minnesota Statutes, Sections 469.001 to 469.047, as amended. "Agreement" means this Development Agreement, as the same may be from time to time modified, amended, or supplemented. "Assignment of Pledge Agreement" means the Assignment of Pledge Agreement, dated as of October 1, 1997,pursuant to which the City assigns to the Authority the Pledge Agreement. "Authority" means the Scott County Housing and Redevelopment Authority, a public body corporate and politic and political subdivision of the State, and its successors and assigns. "Bonds" means the Series A Bonds, Series B Bonds, Series C A Note, Series A D Bonds and Series A E Bonds, A described on Exhibit A attached hereto, to be issued by the Authority pursuant to this Agreement and the related Financing Documents. "City"means the City of Shakopee, Minnesota, a municipal corporation and political subdivision of the State, and its successors and assigns. "Closing"means the closing of the Bonds and the date of delivery of the Ground Lease. "County" means the County of Scott, Minnesota. "EDA" means the Economic Development Authority for the City of Shakopee, Minnesota, a public body corporate and politic and political subdivision of the State, and its successors and assigns. "Event of Default" means an action described listed in Article VII of this Agreement. "Financing Documents" means the documents so designated on Exhibit A for each series of Bonds. "General Obligation Note"means the General Obligation Tax Increment Note of the City made to the Authority to secure the Series A D and A E Bonds. "Ground A Leases" means the Retail Ground Lease and the Housing Ground Lease described in Section 3.2 and Exhibit E hereof, from the EDA as lessor to the Authority as lessee. "Housing Facility"means the 52-unit multifamily rental housing development to be located on a portion of the first floor, and all of the second and third floors of the Project,the 52-stalls of underground parking, and other improvements functionally related and subordinate thereto. 1571081 2 9/25/97,3:18 PM Development Agreement "Maturity Date" means the date that the Bonds, and any debt of the Authority issued to refund the Bonds, have been paid in full in accordance with the terms thereof, and the City has been repaid in full any amounts advanced by the City to pay debt service on the Series A A, D and A E Bonds as provided in Section 4.6 hereof. "Payment Obligation"shall have the meaning given such term under Section 4.6. "Pledge Agreement" means the Pledge Agreement between the City and the EDA pursuant to which the EDA pledges certain Tax Increment to the City as further provided in Section 4.5 hereof. "Project" means the multi-use project identified on Exhibit B attached hereto, to be constructed by the Authority on the Site, comprised of the Housing Facility, the Retail Facility and the Public Facilities. "Property" means the real property upon which the Project will be constructed, a legal description of which property is attached as Exhibit C to this Agreement. "Public Facilities" means the surface parking lot and the plaza identified on Exhibit B to be constructed on the Property, which will be owned and operated by the Authority, and made available to the general public. "Redevelopment Plan" means the EDA's Project Plan for the Minnesota River Valley Housing Development and Redevelopment Project No. 1, adopted on January 2, 1979, as amended from time to time. "Redevelopment Project Area" means the real property located within the boundaries of the Redevelopment Project. "Redevelopment Project" means the EDA's Minnesota River Valley Housing and Redevelopment Project No. 1, created pursuant to the Project Plan for the Minnesota River Valley Redevelopment Project No. 1, adopted on January 2, 1979, and as from time to time amended. "Retail Facility" means the approximately 25,000 square feet of retail space to be located on a portion of the first floor of the Project, and improvements functionally related and subordinate thereto. "Retail Lease" means a lease by the Authority, as landlord, to a master tenant of the Retail Facility, as described in Section 3.3. "Series A A Indenture"means the indenture of trust pursuant to which the Series A Bonds A, or any additional bonds described thereunder, or any bonds issued to refund the Series A Bonds ^, are issued. "Series C D^ and A E Indenture"means the indenture of trust pursuant to which the Series A C Note, the Series A D Bonds and the Series ^ E Bonds, or any additional bonds described therein, or any bonds issued to refund the A foregoing, are issued. 1571081 3 9/25/97,3:18 PM Development Agreement "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Property and which is remitted to the EDA as tax increment pursuant to the Tax Increment Act. "Tax Increment Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.179, as amended. "TIF District" means the EDA's Tax Increment Financing District No. 10. "TIF Plan" means the EDA's Tax Increment Financing Plan No. 10, adopted on November 8, 1995, as from time to time amended. "Tax Official" means any County assessor, County auditor, County or State board of equalization, the Commissioner of Revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit(other than the entity seeking to be excused),which directly result in delays. 1571081 4 9/25/97,3:18 PM Development Agreement ARTICLE II Representations Section 2.1. Representations by the Authority. The Authority makes the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is a body public corporate and politic and political subdivision of the State of Minnesota with the power to enter into this Agreement and carry out its obligations hereunder. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented,limited by or conflicts with or results in a breach of,the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Authority is now a party or by which it is bound, or constitutes an event of default under any of the foregoing. Section 2.2. Representations by the EDA. The EDA makes the following representations as the basis for the undertaking on its part herein contained: (a) The EDA is a body public corporate and politic and political subdivision of the State of Minnesota with the power to enter into this Agreement and carry out its obligations hereunder. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented,limited by or conflicts with or results in a breach of,the terms, conditions or provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the EDA is now a party or by which it is bound, or constitutes an event of default under any of the foregoing. (c) The EDA is the owner of the Property in fee simple. The Property is currently subject only to those encumbrances listed on Exhibit C hereto. (d) The Property is within the Redevelopment Project Area and the TIF District. The Redevelopment Project and the TIF District have been validly established pursuant to the laws of the State. Section 2.3. Representations by the City. The City makes the following representations as the basis for the undertaking on its part herein contained: (a) The City is a municipal corporation and political subdivision of the State of Minnesota with the power to enter into this Agreement and carry out its obligations hereunder. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,the terms, conditions or 1571081 5 9/25/97,3:18 PM Development Agreement provisions of any restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the City is now a party or by which it is bound, or constitutes an event of default under any of the foregoing. 1571081 6 9/25/97,3:18 PM Development Agreement ARTICLE III Project, Ground Lease, Retail Lease, Development Committee Section 3.1. General. The EDA has acquired the Property pursuant to the Redevelopment Plan, and has demolished the buildings thereon. The EDA is currently the owner of fee simple title to the Property. Subject to the terms and conditions of this Agreement, including all exhibits hereto, the EDA will lease the Property to the Authority pursuant to the Ground Lease;the Authority will issue the Bonds, as described in Article IV, and will use the proceeds to construct and equip the Project (pursuant to the description of the Project and the schedule attached hereto as Exhibit B), which will be owned and operated by the Authority, subject to the Ground Lease; and the Authority will enter into a Retail Lease with respect to the Retail Facility as more full described in Section 3.3. Section 3.2. Ground Lease. The EDA will enter into a Retail Ground Lease and a Housing Ground Lease with the Authority,with substantially the terms set forth in Exhibit D attached hereto. Section 3.3. Retail Lease The Authority will enter into a A lease of the Retail Facility (the "Retail Lease") with substantially the terms set forth in Exhibit E attached hereto, with a single tenant who will sublease the Retail Facility to individual retail tenants. The Retail Lease will be subject to the A Retail Ground Lease. The Authority will not agree to any amendment or modification of the Retail Lease, or to the assignment by the Retail Tenant of its interests therein, without the prior approval of the Development Committee. Section 3.4. Waiver of Certain Fees The City shall waive the following fees otherwise chargeable in connection with the construction of the Project: Permit Fee, C.O. Charge, Plan Check and Grade/Survey Check. Section 3.5. Development Committee. The parties hereby create a Development Committee which shall be comprised of the following 5 members or their designees: the President of the EDA, the Mayor and City Administrator of the City, and the Chair and Executive Director of the Authority, and which shall be and remain in effect as long as any of the Bonds for which the full faith and credit of the City is pledged remain outstanding. During the construction of the Project, the HRA shall submit to the Development Committee for review and approval any change orders which materially adversely affect any design elements of the Project expressly described in Exhibit B hereto. Following completion of the Project, the HRA shall submit to the Development Committee for review annual budgets for the Project prepared by or on behalf of the Authority in accordance with the requirements of any of the Financing Documents. The Authority shall submit to the Development Committee for its approval, any decisions required to be made by the Authority under the Financing Documents that adversely affect the ongoing existence or operation of the Project, including without limitation: (a) any decision, consent or approval required under Section 5.6 (damage to lease premises) Article 6 (alterations to leased premises), Article 6 (alterations to leased premises), Article 7 (assignment, subletting and encumbrances), and Section 8.2, and Section 10.4, of the Retail Lease; and 1571081 7 9/25/97,3:18 PM Development Agreement (b) any decisions whether to rebuild or to prepare bonds following damage or destruction of the Project. Section 3.6. Notices. The Authority shall send to the EDA a copy of each and any report required to be made regarding the Project pursuant to the Financing Documents, and copies of all material notices to and from the Retail Tenant. 1571081 8 9/25/97,3:18 PM Development Agreement ARTICLE IV Project Financing Section 4.1. General. The Authority, with the cooperation of the EDA and the City,will provide for the financing of the Project as provided in this Article IV, contingent on final approval of the Financing Documents,the Ground Lease and the Retail Lease by each of the parties hereto following any public hearings required by law. Section 4.2. Local Contribution. Pursuant to the TIF Plan,the City has elected to make a local contribution in lieu of the governmental aids penalty. The issuance by the Authority of the Series A B Bonds satisfies the local contribution requirement. Section 4.3. Housing Facility Bonds. The Authority will issue the Series A Bonds A to finance a portion of the cost of constructing and equipping of the Housing Facility. The Series A Bonds will be A secured by a A lien on A net revenues of the Housing Facility and by a A pledge of the full faith and credit of the City. The Authority will grant a A leasehold mortgage in favor of the City to secure repayment to the City of any Payment Obligation as to the Series A A Bonds. Section 4.4. Special Benefit Tax Bonds. The Authority will issue its Series A B Bonds to finance the construction and equipping of a portion of the Housing Facility and a portion of the Retail Facility. The Series A B Bonds will be secured solely by a pledge by the Authority of $123,000 of its special benefits tax in each year from 1998 through 2028. Section 4.5. Retail Facility and Public Facility Bonds. The Authority will issue the Series A C Note and the Series A D Bonds to finance the construction and equipping of the Retail Facility and will issue the Series A E Bonds to finance the construction and equipping of the Public Facilities. The Series A C Note will evidence a loan made to the Authority by the City pursuant to Minnesota Statutes, Section 469.041, subd. 10, and will be secured by a first lien on the revenues generated by the Retail Lease (but not by Tax Increment). The Series A D Bonds and Series A E Bonds will be secured by a second lien on revenues generated by the Retail Lease A by and an Assignment of Pledge Agreement made by the City in favor of the Authority and by a pledge of the full faith and credit of the City pursuant to a guaranty made by the City in favor of the holders of such bonds (the "Guaranty Agreement"). The Authority will grant a leasehold mortgage on the Retail Facility and the Public Facilities in favor of the City to secure repayment to the City of the Series A C Note and any Payment Obligation as to the Series A D and Series A E Bonds. To secure the A Series D and Series E Bonds, the EDA will execute and deliver to the City a Pledge Agreement in a form reasonably acceptable to the parties hereto, pursuant to which it will pledge to the City Tax Increment generated by the District, in an amount equal to not less than twenty percent (20%) of debt service on the Series A D Bonds and Series A E Bonds in each year during the terms thereof. Section 4.6. Surplus Revenues, Reimbursement to City. (a) Surplus Revenues. Any amounts authorized to be released to the Authority in any year from the surplus funds established by the Series A A Indenture or the Series C D" and A E Indenture, and any net operating income received by the 1571081 9 9/25/97,3:18 PM Development Agreement Authority from the Project following the date on which the Series A, A C DA and E and A Bonds have been paid in full and the Series A A Indenture and the Series C DA and A E Indenture have been discharged (together, "Surplus Revenues") shall be applied by the Authority in the following order of priority: First, to the extent pledged to any series of the Bonds, to the trustee or paying agent for such series; Second, to repay to the City any and all advances that the City shall have made from its own resources (other than Tax Increment pledged pursuant to the Pledge Agreement)pursuant to either(i)the pledge by the Authority of the City's full faith and credit to the Series A A Bonds, or (ii) the City's A Guaranty Agreement; in each case together with interest thereon from the date of any such advance until repaid, at a variable rate of interest equal to the Reference Rate of First Bank National Association, in Minneapolis, Minnesota, as in effect and modified from time to time; Third, to fund any separate operating or other reserve established by the Authority for the Project from time to time; and Fourth, (i) as long as any Bonds remain outstanding, (1) Surplus Revenues attributable to the Retail Facility will be used by the Authority within the City for housing or redevelopment purposes, with the prior approval of the EDA, and(2) Surplus Revenues attributable to the Housing Facility will be used by the Authority within the City, subject to any approvals of the EDA or the City which are required by law; and (ii) when all of the Bonds have been discharged or defeased (at which time lease payments under the Ground Lease will be fair market lease payments as provided in the Ground Lease), the Authority shall retain all Surplus Revenues and shall apply the same for any purpose authorized by law. The Authority's obligation to repay the City pursuant to paragraph "Second" above shall be referred to in this Agreement as the "Payment Obligation". (b) Surplus Levy. To the extent that in any year that Surplus Revenues are not sufficient to satisfy any Payment Obligation the Authority will apply to such Payment Obligations that part of its special benefit tax received by it in that year which described as follows: (i) the portion of the special benefits tax allocable to Shakopee, (ii) less a portion of the reasonable administrative and other fixed costs of the Authority allocable to Shakopee which are payable from the special benefits tax, (iii) which is not restricted to any other bond contract or obligation for a project within the City of Shakopee. For purposes of this provision,the special benefits tax shall be deemed to be unrestricted to the extent that it is not pledged to the payment of a specific obligation, and the Authority is not obligated by contract, or otherwise,to use the special levy for a specific purpose in such year. Section 4.7. Project Management. The Authority will either manage the Project itself or will cause the Project to be managed only by established, experienced professional management companies that have continuously managed at least 200 units of multifamily rental housing units during the five year period prior to first being engaged to manage the Project. Notwithstanding the foregoing, during any period when there is an outstanding Payment Obligation from the Authority to the City, or during any period for which cash flows prepared by the Authority pursuant to the Financing Documents project that revenues available to pay debt service on the 1571081 10 9/25/97,3:18 PM Development Agreement Series A A, D or A E Bonds will not be at least 105% of the amount required therefore, the City shall have the right upon prior written notice to the Authority and the trustees for the Series A, A C D^ and A E Bonds (the "Trustees"),to direct the control,management and operation of the Project, subject only to erms of the Financing Documents. 1571081 11 9/25/97,3:18 PM Development Agreement ARTICLE V Insurance Section 5.1. Insurance. (a) The Authority will provide and maintain at all times during the construction of the Project an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the EDA or the City, furnish the EDA or the City with proof of payment of premiums on policies covering the following: (i) Builder's risk insurance, written on the so-called "Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so-called "all risk" form of policy. The interest of the EDA and the City shall be protected in accordance with a clause in form and content satisfactory to the EDA and the City; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than$1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used); and (iii) Workers' compensation insurance,with statutory coverage. (b) Upon completion of construction of the Project, and during the term of the Ground Lease, the Authority shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the EDA or the City shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Project under a policy or policies covering such risks as are ordinarily insured against by similar businesses; (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of$1,000,000, and shall be endorsed to show the EDA and the City as additional insureds; and (iii) Such other insurance, including workers' compensation insurance respecting all employees of the Authority, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Authority may,if permitted by law,be self-insured with respect to all or any part of its liability for workers' compensation . (c) All insurance required in this Article V shall be taken out and maintained in responsible insurance companies selected by the Authority which are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Authority will deposit annually with the EDA 1571081 12 9/25/97,3:18 PM Development Agreement policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement, each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Authority, the EDA and the City at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Authority may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Authority shall deposit with the EDA a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Project. (d) To the extent permissible under the Financing Documents, proceeds of insurance or a condemnation award for the Project shall be applied by the Authority to repair or rebuild the Project, but only as long as such insurance proceeds or condemnation award,together with other moneys available to the Authority for such purpose, are sufficient to complete such repair or rebuilding. 1571081 13 9/25/97,3:18 PM Development Agreement ARTICLE VI Property Taxes, PILOT Section 6.1. Real Property Taxes. The Housing Facility will be subject to a payment in lieu of taxes based on actual shelter rents charged for units in the Project(regardless of any subsidies provided to individual tenants) pursuant to Sections 469.040 and 272.01, as provided by law, and at least until the Maturity Date. The Retail Facility will subject to real property taxation as and to the extent provided in Section 469.040, Subd. 2. The Retail Facility Lease will require that the lessee agrees that prior to the Maturity Date it will not do any of the following to the extent that doing so would reduce the estimated market value of the Retail Facility below$ (the "Minimum Value"): (1) seek administrative review or judicial review of the applicability of any tax statute determined by any Tax Official to be applicable to the Retail Facility or such lessee or raise the inapplicability of any such tax statute as adefense in any proceedin s, including delinquent tax proceedings;s; (2) seek administrative review or judicial review of the constitutionality of any tax statute determined by any Tax Official to be applicable to the Retail Facility or such lessee or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (3) request to the assessor to reduce the market value of all or any portion of the Retail Facility below the Minimum Value; (4) petition the board of equalization of the County to reduce the Minimum Value of all or any portion of the Retail Facility; (5)petition the board of equalization of the State or the Commissioner of Revenue of the State to reduce the Minimum Value of all or any portion of the Retail Facility; (6) take any action in a district court of the State or the tax court of the State pursuant to Minnesota Statutes, Chapter 278, seeking a reduction in the Minimum Value of the Retail Facility; (7)make application to the City, County or Commissioner of Revenue of the State requesting an abatement of real property taxes pursuant to Minnesota Statutes, Chapter 270 or Sections 469.1812 to 469.1815; or (8) pursue any other proceedings, whether administrative, legal or equitable, with any administrative body within the County or the State or with any court of the State or the federal government. The Authority shall not transfer or permit the transfer of the Retail Facility, or any part thereof, to an entity exempt from the payment of real property taxes under State law. The Authority shall not, prior to the Maturity Date, apply or permit any tenant of the Retail Facility to apply for a deferral of property tax on the Retail Facility pursuant to any law or regulation. Section 6.2. Use of Tax Increments. Except for its obligations under the this Agreement regarding the Pledge Agreement to the City, described in Section 4.5 and 4.6, the EDA shall be free to use any tax increment received from the Property or the Project for any purpose for which such increment 1571081 14 9/25/97,3:18 PM Development Agreement may lawfully be used, pursuant to the provisions of Minnesota law, and the EDA shall have no obligations to the Authority with respect to the use of such increment. 1571081 15 9/25/97,3:18 PM Development Agreement ARTICLE VII Events of Default Section 7.1. Events of Default Defined. The term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any failure by any party to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed hereunder. Section 7.2. Remedies on Default. Whenever any Event of Default referred to in Section 7.1 of this Agreement occurs, the non-defaulting party, after providing thirty (30) days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days or, if the Event of Default is by its nature incurable within thirty days, the defaulting party does not provide assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible, may take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Section 7.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to any party in this Agreement 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 any party 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 VII. Section 7.4. 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 the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent,previous or subsequent breach hereunder. 1571081 15 9/25/97,3:18 PM Development Agreement ARTICLE VIII Additional Provisions Section 8.1. Conflict of Interests; Representatives Not Individually Liable. The Authority, the EDA and the City, to the best of their respective knowledge, each represent and agree that no member, official or employee of their respective bodies shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official or employee of the Authority,the EDA or the City shall be personally liable with respect to any other party, or any successor in interest, in the event of any default or breach by the Authority, EDA or City or for any amount which may become due to the other party or successor or on any obligations under the terms of this Agreement. Section 8.2. Equal Employment Opportunity. The Authority, for itself and its successors and assigns, agrees that during the construction of the Project provided for in this Agreement it will comply with all applicable federal, state and local equal employment and non-discrimination laws and regulations Section 8.3. Restrictions on Use. The Authority agrees for itself and its successors and assigns: (a) it shall use the Housing Facility as a "qualified housing development project" for elderly persons, pursuant to the Act, as long as any Series B Bonds remain outstanding; and (b) it shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease or rental, or in the use or occupancy of the Project or any improvements erected or to be erected thereon, or any part thereof. Section 8.4. Provisions Not Merged With Ground Lease. None of the provisions of this Agreement are intended to or shall be merged by reason of the Ground Lease and such Ground Lease shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 8.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 8.6. 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 dispatched by registered or certified mail, postage prepaid, return receipt requested or delivered personally; and (a) in the case of the Authority, is addressed to or delivered personally to the Authority at 16049 S.E.Franklin Trail,Suite 104,Prior Lake,MN 55372; and (a) in the case of the EDA, is addressed to or delivered personally to the Authority at 129 Holmes Street S., Shakopee,MN 55379; and (a) in the case of the City, is addressed to or delivered personally to the Authority at 129 Holmes Street S., Shakopee,MN 55379; and 1571081 16 9/25/97,3:18 PM Development Agreement or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section 8.6. Section 8.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 8.8. Recording. The Authority may record this Agreement and any amendments thereto with the County recorder. Section 8.9. Supersedes Joint Powers Agreement. This Agreement shall supersede and replace the Joint Powers Agreement in all respects. 1571081 17 9/25/97,3:18 PM Development Agreement IN WITNESS WHEREOF, the Authority, the EDA and the City have each caused this Agreement to be duly executed in their respective names and behalf and their respective seals to be hereunto duly affixed as of the date first above written, with actual execution on the dates set forth below. SCOTT COUNTY HOUSING AND REDEVELOPMENT AUTHORITY By Its Chair By Its Secretary STATE OF MINNESOTA ) COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of , 1997 by and ,the and of the Scott Housing and Redevelopment Authority, a public body corporate and politic, on behalf of the Authority. Notary Public 1571081 18 9/25/97,3:18 PM Development Agreement ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA By Its President By Its Executive Director STATE OF MINNESOTA ) COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of , 1997 by and ,the and of the Economic Development Authority for the City of Shakopee, Minnesota, a public body corporate and politic, on behalf of the Authority. Notary Public 1571081 19 9/25/97,3:18 PM Development Agreement CITY OF SHAKOPEE, MINNESOTA By Its Mayor By Its City Administrator By Its City Clerk STATE OF MINNESOTA ) COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of , 1997 by and ,the and of the City of Shakopee, Minnesota, a public body corporate and politic, on behalf of the City. Notary Public 1571081 20 9/25/97,3:18 PM Development Agreement Exhibit A to that certain Development Agreement by and between the Scott County Housing and Redevelopment Authority, City of Shakopee,Minnesota and Economic Development Authority for the City of Shakopee,Minnesota Bond Term Sheet (Attached) 1571081 A-1 9/25/97,3:18 PM Development Agreement Exhibit B to that certain Development Agreement by and between the Scott County Housing and Redevelopment Authority, City of Shakopee,Minnesota and Economic Development Authority for the City of Shakopee,Minnesota Description of Project General. The Project will consist of two - three story buildings, connected by sky-ways on the second and third levels, which will function as a single facility. The second and third floors, and a portion of the first floor will be comprised of a 52-unit housing facility containing one and two bedroom units. Approximately 25,000 square feet of the first floor will be retail space. There will be constructed under the east building a 52-space below grade parking facility, intended to benefit and be available only for the housing facility. There will be constructed adjacent to the buildings a surface parking lot to be owned and operated by the Authority as public parking. The following schedules are attached hereto: Schedule 1 - Site Plan Schedule 2 - Preliminary floor plans for each floor of each building Schedule 3 -Elevations Schedule 4 - Construction Schedule Required Design Elements. The Project shall be all-brick exterior; flat roofs; bay windows and French balconies as shown in Schedule 3 attached hereto. 1571081 B-1 9/25/97,3:18 PM Development Agreement Exhibit C to that certain Development Agreement by and between the Scott County Housing and Redevelopment Authority, City of Shakopee,Minnesota and Economic Development Authority for the City of Shakopee,Minnesota Legal Description, Permitted Encumbrances Legal Description. Permitted Encumbrances. C-1 9/25/97,3:18 PM 1571081 Development Agreement Exhibit D to that certain Development Agreement by and between the Scott County Housing and Redevelopment Authority, City of Shakopee,Minnesota and Economic Development Authority for the City of Shakopee,Minnesota Summary of Housing Ground Lease and Retail Ground Lease Terms Term: Commencing on the Closing Date, ending on ^ December 31, 2038 Ground Lease Payments: $1 per year until A December 1, A 2028, but only as long as the Authority owns the Project. Fair market value thereafter, to be determined by independent appraisers following the Maturity Date. Right of First Refusal: The Authority will have a right of first refusal to purchase all or any part of the City's fee interest in the land in the event the City receives a bona fide purchase offer that the City wants to accept. D-1 1571081 9/25/97,3:18 PM Development Agreement Exhibit E to that certain Development Agreement by and between the Scott County Housing and Redevelopment Authority, City of Shakopee,Minnesota and Economic Development Authority for the City of Shakopee,Minnesota Summary of Retail Lease Terms Tenant: A partnership or corporation to be created by Suntide Realty, , , and A Term: Approximately 40 years, ending on December 31, 2038 Lease Payments (per square foot First ten years: $8.50 per year", commencing in 1999): Second ten years: $9.50 Third ten years: $10.00 Final ten years: Payments due under Retail Ground Lease Right of First Refusal: The tenant will have a right of first refusal to purchase all or any part of the Authority's leasehold interest in the Project(including the Housing Facility) in the event the Authority receives a bona fide purchase offer that the Authority wants to accept. Assignment to Tenant: Following the lease term, the Authority will assign its leasehold interest in the Retail Facility to the tenant. Triple Net Lease The retail lease will be a triple net lease. Guarantee The partners or shareholders of the tenant(the "Guarantors") shall guarantee Lease Payments required to be made by the tenant, subject to a cap equal to one and one-half year's Lease Payments for the first year, and one year's Lease Payments for subsequent years. Partner Net Worth The Guarantors shall submit to the Authority in each year during the term of the lease a statement of an account to the effect that the net worth of such partners equals or exceeds $5,000,000. E-1 1571081 9/25/97,3:18 PM Development Agreement E-2 1571081 9/25/97,3:18 PM Development Agreement COMPARISON OF FOOTERS -FOOTER 1- -FOOTER 2- Footer Discontinued -FOOTER 3- Footer Discontinued -FOOTER 4- Footer Discontinued -FOOTER 5- Footer Discontinued -FOOTER 6- ii -FOOTER 7- A 1571081 9/12/97, 11 : 31 AM Development Agreement -FOOTER 8 7- 20 1571081 9/12/97, 11 :31 AM Development Agreement -FOOTER 9 8- A-1 1571081 9/12/97, 11 :31 AM Development Agreement -FOOTER 10 9- B-1 E-3 1571081 9/25/97,3:18 PM Development Agreement 1571081 9/12/97, 11 :31 AM Development Agreement C-1 1571081 9/12/97, 11 :31 AM Development Agreement D-1 1571081 9/12/97, 11 :31 AM Development Agreement E-A 2 1571081 9/12/97, 11 : 31 AM Development Agreement E-4 1571081 9/25/97,3:18 PM Development Agreement _.-_..._... .... ... ...... • b MODIFICATION NO. 1 4TOr "B TAX INCREMENT FINANCING PLAN FO TAX INCREMENT FINANCING DISTRICT NI cc zi September 16, 1997 I. Background The City of Shakopee("City")and its Economic Development Authority("Authority")established Tax Increment Financing District No. 10 (the "TIF District") on November 8, 1995. The City and Authority have determined a need to modify the Tax Increment Financing Plan ("TIF Plan") for the TIF District in order to clarify and update the development plans and proposed expenditures. The modification does not increase the total expenditures or bonded indebtedness authorized in the original TIF Plan. The TIF Plan remains in full force and effect and is not modified except as described in this modification document. H. TIF Plan Modifications The following sections of the TIF Plan are modified as shown: 4. Statement of Objectives. Modified to add the following: While the initial objectives called for sale of the property to a private developer for mixed retail and commercial use, the current objective is to work cooperatively with the Scott County Housing and Redevelopment Authority ("County HRA") to develop a senior housing and commercial facility to be owned by the County HRA. The primary objective is to provide mixed housing and commercial use at this site, correct blighted conditions, stabilize the downtown, expand housing opportunities for elderly persons in the City. 5. Development Program. Modified to add the following: Notwithstanding previously identified actions to accomplish the objectives of the TIF Plan, the City and Authority intend to ground lease the property (acquired by the Authority) to the County HRA, which will construct and own a mixed use facility. The senior housing portion will be operated by the County HRA (or a designated manager), and the commercial portion will be leased to a master tenant for sublease to commercial users. The project is expected to be financed through bonds issued by the County HRA in a number of series, secured by a variety of sources, including housing revenues, commercial lease revenues, County HRA tax levies, tax increments from the TIF District, and the City's general obligation pledge. The City, Authority and County HRA will into an agreement describing their respective responsibilities in exercising their joint powers under Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act"). 6. Development; Timing. Modified to read as follows: Development of the property with the TIF District for mixed housing and commercial use is expected to occur in 1997 and 1998. 7. Project Cost. Modified to read as follows: The Authority intends to finance various costs in connection with development of the housing and commercial facility in the TIF District owned by the County HRA, which constitutes both a "housing development project" under Section 469.002, Subd. 15 of the HRA Act and a publicly-owned "redevelopment project" under Section 469.002, Subd. 14. Such costs include: Land acquisition Demolition, Clearance Relocation County HRA-owned housing and commercial facility Site improvements Sidewalks Parking facilities Landscaping Public utilities Administration Costs of bond issuance Capitalized interest (as necessary) Bonded indebtedness secured by tax increments may be incurred to finance such costs in an amount not to exceed $2,750,000 (as specified in the original TIF Plan). The Authority and City currently expect to pledge tax increments and the City's general obligation to pay bonds issued by the County HRA, provided that the principal amount of bonds secured by such pledge will not exceed the amount specified above. The overall budget will be allocated to categories at the time of bond issuance. Total administrative costs (including costs of bond issuance) will not exceed 10% of total tax increment expenditures. The City and Authority specifically find that all identified costs constitute costs of correcting the conditions that allow designation of redevelopment districts, within the meaning of Minnesota Statutes, Section 469.176, subd. 4j. All buildings in Blocks 3 and 4 met the requirements for inclusion in a redevelopment district at the time the TIF Plan was approved in 1995. The entire joint-powers effort between the City, Authority and County HRA constitutes correction of the blighted conditions, including acquisition, demolition, clearance, and development of the public housing and commercial facility needed to revitalize this critical site in downtown Shakopee. Tax increments available from other tax increment financing districts in the Redevelopment Project or other available moneys may be used to finance costs identified 2 Section 3. TIF Plan Modified. 3.01. The TIF Plan modification as presented to the Board is approved. 3.02. Authority staff are authorized and directed to maintain a copy of the TIF Plan modification with Authority's files for the TIF District,and to transmit a copy of the modification to the Scott County Auditor and to the Department of Revenue, for information purposes. Approved by the Board of Commissioners of the Economic Development Authority for the City of Shakopee this 16th day of September, 1997. President ATTEST: Executive Director SJB12.9870 SH235-2 above, either on a temporary basis to be repaid with tax increments from the TIF District, or permanently; provided that any repayments from the TIF District will be made within the total bonded indebtedness budget described above. Besides tax increment expenditures as described in this plan budget, the project will be financed with proceeds of bonds secured by other sources, including project revenues, the County HRA tax levy, and the City's general obligation pledge toward the housing portion of the facility under Section 469.034 of the HRA Act. 8. City Contribution to Project Cost. Modified to read as follows: The City reconfirms its election to make a qualifying local contribution to the cost of the project in accordance with Minnesota Statutes, Section 273.1399,subd. 6(d). As provided under amendments to such statute since adoption of the original TIF Plan, the amount of the local contribution is 5% of the annual tax increment from the TIF District. The City may make such contribution from unrestricted City funds. In addition,contributions from any local government entity may constitute qualifying contributions under the statute. Therefore, the City reserves the right to report project costs paid by general funds of the County HRA (such as proceeds of bonds secured by the County HRA levy) as meeting the local contribution requirement. 3 � . 6 ECONOMIC DEVELOPMENT AUTHORITY FOR T CITY OF SHAKOPEE RESOLUTION NO. 97-10 RESOLUTION MODIFYING TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 10 BE IT RESOLVED by the Board of Commissioners "Board" Development Authority for the City of Shakopee, Minnesota ("Authority") of the Economic ( ty ) as follows: Section 1. Recitals. 1.01. The City of Shakopee ("City") approved the creation of Tax Increment Financing District No. 10("TIF District")and a Tax Increment Financing Plan("TIF Plan")for that district, by resolution No. 4326 approved November 8, 1995, all in accordance with Minnesota Statutes, Sections 469.174 to 469.176 (the "TIF Act"). 1.02. Under.Section 469.175, subd. 4 of the TIF Act, the Authority is authorized to modify the TIF Plan without the notice and approval procedures required for approval of the initial plan if the modification does not involve: reduction or enlargement of the geographic area of the district, increase in the amount of bonded indebtedness to be incurred, including a determination to capitalize interest on debt if that determination was not a part of the original plan, or to increase or decrease the amount of interest on the debt to be capitalized, increase in the portion of the captured tax capacity to be retained by the Authority, increase in total estimated tax increment expenditures or designation of additional property to be acquired by the Authority. 1.03. The Authority has determined a need to modify the description of tax increment expenditures without increasing the total estimated budget or total bonded indebtedness in the TIF Plan, and a need to clarify and modify the plan objectives and specific development activities. 1.04. The Authority has reviewed a document titled "Modification No. 1 to Tax Increment Financing Plan for Tax Increment Financing District No. 10," dated September 16, 1997. Section 2. Actions Ratified. 2.01. The Board specifically approves and reconfirms adoption of the TIF Plan for the TIF District as approved by the City Council on November 8, 1995. 2.02. The Board ratifies all actions of its Authority and City staff and consultants in prepraring a modification of the TIF Plan and bringing it before the Board for consideration. SJB129870 SH235-2 • L/ C CITY OF SHAKOPEE RESOLUTION NO. 4746 RESOLUTION MODIFYING TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 10 BE IT RESOLVED by the City Council ("Council") of the City of Shakopee, Minnesota ("City") as follows: Section 1. Recitals. 1.01. The City approved the creation of Tax Increment Financing District No. 10 ("TIF District") and a Tax Increment Financing Plan ("TIF Plan") for that district, by resolution No. 4326 approved November 8, 1995, all in accordance with Minnesota Statutes, Sections 469.174 to 469.176 (the "TIF Act"). 1.02. Under Section 469.175, subd. 4 of the TIF Act, the Authority is authorized to modify the TIF Plan without the notice and approval procedures required for approval of the initial plan if the modification does not involve: reduction or enlargement of the geographic area of the district, increase in the amount of bonded indebtedness to be incurred, including a determination to capitalize interest on debt if that determination was not a part of the original plan, or to increase or decrease the amount of interest on the debt to be capitalized, increase in the portion of the captured tax capacity to be retained by the Authority, increase in total estimated tax increment expenditures or designation of additional property to be acquired by the Authority. 1.03. The Authority and City have determined a need to modify the description of tax increment expenditures without increasing the total estimated budget or total bonded indebtedness in the TIF Plan, and a need to clarify and modify the plan objectives and specific development activities. 1.04. The City has reviewed a document titled "Modification No. 1 to Tax Increment Financing Plan for Tax Increment Financing District No. 10," dated September 16, 1997. Section 2. TIF Plan Modified. 2.01. The TIF Plan modification as presented to the Council is approved. 2.02. Authority staff are authorized and directed to maintain a copy of the TIF Plan modification with Authority's files for the TIF District, and to transmit a copy of the modification to the Scott County Auditor and to the Department of Revenue, for information purposes. SJB129871 SH235-2 S • above, either o• a temporary basis to be repaid ,'th tax increments from the TIF District, or permanently; ,rovided that any repayment• from the TIF District will be made within the total bonded i ebtedness budget descf•ed above. Besides tax increment penditures as I escribed in this plan budget, the project will be financed with proceeds o •onds sec.led by other sources, including project revenues, the County HRA tax levy, ani the ity's general obligation pledge toward the housing portion of the facility under S tion 469.034 of the HRA Act. 8. Cit Contribution to P •.ect Co . Modified to read as follows: The City reconfirms it- election to make : qualifying local contribution to the cost of the project in accordanc- 'th Minnesota Statut- , Section 273.1399,subd. 6(d). As provided under amendments o such statute since adop in of the original TIF Plan, the amount of the local contrib ion is 5% of the annual tax in• ement from the TIF District. The City may make such ontribution from unrestricted City , ds. In addition, contributions from any local gov rnment entity may constitute qualifying contributions under the statute. Therefore, . - City reserves the right to report project costs paid by general funds of the County H• (such as proceeds of bonds secured by the County HRA levy) as meeting the local ontribution requirement. 3 • Approved by the City Council of the City of Shakopee this 16th day of September, 1997. Mayor ATTEST: City Clerk SJB129871 2 SH235-2 c , b � CITY OF SHAKOPEE,MINNESOTA RESOLUTION NO. 4 7 4 7 Authorizing the execution and delivery of a General Obligation Tax Increment Guaranty Agreement, guarantying the payment of debt service on the Scott County Housing and Redevelopment Authority's Taxable Tax Increment Development Revenue Bonds (City of Shakopee, Minnesota, General Obligation - River City Centre Project), Series 1997D and Tax Increment Development Revenue Bonds (City of Shakopee, Minnesota, General Obligation-River City Centre Project), Series 1997E BE IT RESOLVED by the City Council of the City of Shakopee, Minnesota(the "City"), as follows: 1. The Economic Development Authority for the City of Shakopee, Minnesota (the "EDA") has heretofore created,with the approval of the City, as required by law, its Minnesota River Valley Housing and Redevelopment Project No. 1 (the "Redevelopment Project") in an area (the "Redevelopment Project Area"), located within the City of Shakopee. 2. Pursuant to Minnesota Statutes, Sections 469.174 through 469.179 (the "Tax Increment Law") the EDA has heretofore created within the Redevelopment Project Area, with the approval of the City, as required by law, its Tax Increment Financing District No. 10(the"TIF District"). 3. Pursuant to Minnesota Statutes, Section 471.59 and that a certain Development Agreement (the "Development Agreement") dated as of October 1, 1997 to be entered into by the City, the EDA and the Scott County Housing and Redevelopment Authority (the "Authority"), such governmental units propose to jointly undertake the acquisition and construction of a mixed-use facility to be located within the City(the"Development") containing both residential rental housing and an approximately 25,000 square foot retail facility(the"Retail Facility"). The Development is a housing development project as described in Minnesota Statutes, Section 469.017 and is an authorized activity of the Redevelopment Project. 4. Pursuant to the Tax Increment Law and the Development Agreement: (a) the Authority will issue its Taxable Tax Increment Development Revenue Bonds (City of Shakopee, Minnesota, General Obligation - River City Centre Project) Series 1997D and its Tax Increment Development Revenue Bonds (City of Shakopee, Minnesota, General Obligation - River City Centre Project) Series 1997E (the "Tax Increment Bonds")to finance a portion of the Retail Facility; (b) the EDA, the City and the Authority will enter into a Tax Increment Pledge Agreement in substantially the form attached hereto as Exhibit A(the"Pledge Agreement"), pursuant to which the EDA will pledge to the City, and the City will in turn assign to the Authority for the payment of the Tax Increment Bonds, certain tax increment (the "Tax Increment")generated by the TIF District; and (c) the City will execute and deliver to the Trustee (defined below) a General Obligation Tax Increment Guaranty Agreement (the "Guaranty") in substantially the form attached hereto as Exhibit B, pursuant to which it will guaranty the payment by the Authority of the Tax Increment Bonds, and will pledge to the payment thereof its full faith and credit and taxing powers. 5. The Tax Increment Bonds and the Guaranty together comprise an"obligation" pursuant to Minnesota Statutes, Section 475.51, Subd 2, issued by the Authority and the City pursuant to Minnesota Statutes, Sections 471.59 and 469.178, in that they are a promise to pay stated amounts at a fixed future dates, made for the purpose of incurring debt. The Tax Increment Bonds are expected to be paid from Tax Increment and from certain net revenues to be generated by the Retail Facility (the "Pledged Revenues"), but if necessary for the payment thereof, pursuant to the Guaranty Agreement, the City will levy ad valorem property taxes upon all property within its jurisdiction without limitation as to rate or amount. It is anticipated that the Tax Increment and the Pledged Revenues will equal not less than 105% of debt service on the Tax Increment Bonds in each year. 6. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid execution and delivery of the Guaranty, having been done, now existing, having happened and having been performed, the City Council hereby authorizes and directs the Mayor and the City Administrator to execute and deliver the Guaranty in connection with the issuance of the Tax Increment Bonds. The final terms of the Tax Increment Bonds, including particularly the aggregate principal amounts thereof, the maturity dates and the interest rates therefore, shall be determined by a Pricing Committee, which shall be comprised of the Mayor and City Administrator of the City, the President of the EDA and the Chair and Executive Director of the Authority, acting on advice of Miller & Schroeder Financial, Inc., the underwriter, and Springsted, Incorporated, provided that the aggregate principal amount shall not exceed $2,115,000, the final maturity shall not be later than October 1, 2027, and the net interest cost shall not exceed 9.00%per annum. 7. If the balance in the Bond Fund created under the Indenture is at any time insufficient to pay all payments then due on the Tax Increment Bonds, the payment shall be made from any fund of the City which is available for that purpose, subject to reimbursement from Tax Increment or Pledged Revenues when available, and the City Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to fund any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation as to rate or amount. 2 1583006.01 8. For the prompt and full payment of principal of and interest on the Tax Increment Bonds as the same respectively become due, the full faith, credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. 9. The Administrator is hereby authorized and directed to file a certified copy of this Resolution with the County Auditor of Scott County, together with such additional information as the Auditor may require, and to obtain from the Auditor a certificate that the Tax Increment Bonds and the Guaranty have been duly entered upon the Auditor's bond register. 10. The officers of the City are hereby authorized and directed to prepare and furnish to the purchaser of the Tax Increment Bonds and to Leonard, Street and Deinard, Professional Association, Bond Counsel, certified copies of all proceedings and records relating to the Guaranty and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Tax Increment Bonds, as the same appear from the books and records in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the City as to the correctness of all statements contained therein. 11. The Official Statement relating to the Tax Increment Bonds, prepared and delivered on behalf of the Authority and the City by Springsted Incorporated, is hereby approved, and the officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. /S/Jeff Henderson Mayor Attest: /s/Judith S. Cox City Clerk 3 1583006.01 CC 4-, D. EXHIBIT A EvA 4,Ai TAX INCREMENT PLEDGE AGREEMENT This Tax Increment Pledge Agreement (the "Agreement") by and between the City of Shakopee, Minnesota (the "City"), the Economic Development Authority for the City of Shakopee, Minnesota (the "EDA") and the Scott County Housing and Redevelopment Authority (the "Authority"), WITNESSETH: WHEREAS, the EDA has heretofore created, with the approval of the City, as required by law, its Minnesota River Valley Housing and Redevelopment Project No. 1 (the "Redevelopment Project")in an area(the"Redevelopment Project Area"), located within the City; and WHEREAS, the EDA has heretofore created within the Redevelopment Project Area, with the approval of the City, as required by law, its Tax Increment Financing District No. 10 (the "TIF District"); WHEREAS, the EDA and Authority are each authorized by Minnesota Statutes to undertake redevelopment projects and housing development projects, as described in Minnesota Statutes, Section 469.001 through 469.047(the"Act"); and WHEREAS, the EDA, the City and the Authority have entered into that certain Development Agreement (the "Development Agreement"), dated as of October 1, 1997, providing for the development and financing of a mixed-use retail and rental housing facility (the "Development")within the Redevelopment Project Area and the TIF District; and WHEREAS, pursuant to the Development Agreement tax increment bonds will be issued by the Authority in an aggregate principal amount not exceeding $2,115,000 (the "Tax Increment Bonds") to finance certain public redevelopment costs of the Redevelopment Project. The Tax Increment Bonds will be secured by a pledge hereunder of certain tax increment generated by the TIF District (the "Tax Increment"), and by a pledge of certain revenues of the retail portion of the Development(the "Pledged Revenues") and by a General Obligation Guaranty (the "Guaranty") of the City; and WHEREAS, the Tax Increment Bonds will be issued pursuant to an Indenture of Trust (the "Indenture"), dated as of October 1, 1997, by and between the Authority and First Trust National Association,as trustee(the"Trustee"); 4 1583006.01 WHEREAS, the Tax Increment has not heretofore been pledged to the payment of other obligations of the City, EDA or Authority; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the City, EDA and Authority hereby covenant and agree as follows: 1. Pledge of Tax Increments. The EDA pledges to the payment of the principal of and interest on Tax Increment Bonds Tax Increment to be received from the Tax Increment District in the years and in the cumulative amounts described on Schedule A attached hereto (the "Pledged Tax Increment"). Such Pledged Tax Increment shall be used directly to pay principal of and interest on the Tax Increment Bonds or shall be used to reimburse the City for shortfalls of Tax Increment in any preceding year, to the extent that such shortfall caused any principal and interest on the Tax Increment Bonds to be paid from general funds of, or any tax levied by, the City. Pledged Tax Increment shall be used to pay the Tax Increment Bonds prior to the use of Pledged Revenues used for the same purpose. The EDA may pledge the Tax Increment other than the Pledged Tax Increment to any other obligations, purpose or use permitted by law, provided that any such other pledges shall be subordinated to the pledge made hereunder. 2. Remittance. All Tax Increment shall be remitted directly to the City and the City, acting as agent of the EDA, shall segregate the Tax Increments so received in a special account on its official books and records. The City shall pay over to the EDA all Tax Increments in excess of the Pledged Tax Increment. The City shall pay over to the Trustee the Pledged Tax Increment in each year upon receipt thereof. The pledge made hereunder shall be irrevocable until the Tax Increment Bonds, and interest thereon, have been fully paid and the City has been fully reimbursed from Tax Increment for any shortfall in the payment of Pledged Tax Increment in any year. 3. Filing. An executed copy of this Agreement shall be filed with the County Auditor of Scott County and shall constitute the request and authorization of the EDA, City and Authority to the County Auditor and Treasurer to compute, collect and segregate said Tax Increment in accordance with the provisions of this Agreement and of Minnesota Statutes, Section 469.178, Subdivisions 2 to 4, inclusive, and to remit the same to the City acting as agent of the EDA and the Authority. 4. Effective Date. This Agreement shall become effective upon the actual issuance and delivery of the Tax Increment Bonds. 5 1583006.01 IN WITNESS WHEREOF, the City, EDA and Authority have caused this Agreement to be duly executed on their behalf and their seals to be affixed hereto, all as of the day and year first above written. CITY OF SHAKOPEE,MINNESOTA By (SEAL): Its Mayor By Its City Clerk Approved as to form: By _ Assistant City Attorney Its City Administrator 6 1583006.01 ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA By Its President SEAL: By — Its Executive Director 7 1583006.01 SCOTT COUNTY HOUSING AND REDEVELOPMENT AUTHORITY By Its Chair SEAL: By Its Executive Director 8 1583006.01 Schedule A PLEDGE OF TAX INCREMENT Year Amount Cumulative Total A-1 1583006.01 EXHIBIT B CITY OF SHAKOPEE,MINNESOTA GENERAL OBLIGATION TAX INCREMENT GUARANTY AGREEMENT Re: SCOTT COUNTY HOUSING AND REDEVELOPMENT AUTHORITY TAXABLE TAX INCREMENT DEVELOPMENT REVENUE BONDS (CITY OF SHAKOPEE,MINNESOTA,GENERAL OBLIGATION- RIVER CITY CENTRE PROJECT), SERIES 1997D,and TAX INCREMENT DEVELOPMENT REVENUE BONDS (CITY OF SHAKOPEE,MINNESOTA,GENERAL OBLIGATION- RIVER CITY CENTRE PROJECT), SERIES 1997E This General Obligation Guaranty Agreement is made by the City of Shakopee, Minnesota (the "City"), a duly organized and existing municipal corporation and political subdivision of the State of Minnesota, in favor of First Trust National Association as trustee under the Indenture hereinafter defined. The City hereby guaranties the prompt and full payment of principal of and interest, as the same become due, on the captioned bonds (the "Series D Bonds" and the "Series E Bonds", and together, the "Tax Increment Bonds") issued by the Scott County Housing and Redevelopment Authority(the"Authority"). This Guaranty is made pursuant to Minnesota Statutes, Chapter 475 and Sections 471.59, 469.178, and 469.001 through 469.047 (the "Authorizing Laws") and constitutes a general obligation of the City, backed by its full faith and credit and taxing powers. The Tax Increment Bonds are issued and this Guarantee is made to finance a housing development project and a redevelopment project, being jointly undertaken by the City, the Authority and the Economic Development Authority for the City of Shakopee, Minnesota (the "EDA") pursuant to that certain Development Agreement, dated as of October 1, 1997,by and between the City,Authority and EDA. The Tax Increment Bonds are issued pursuant to that certain Indenture of Trust (the "Indenture"), dated as of October 1, 1997, by and between the Authority and First Trust National Association, as trustee (the "Trustee"). Payments made under this General Obligation Guaranty are payable in lawful money of the United States of America by check or draft of the City paid to the Trustee. For the prompt and full payment of payments of principal of and interest on the Tax Increment Bonds as the same respectively become due, the full faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. This General Obligation Guaranty is made pursuant to a resolution adopted by the City Council on September 30, 1997 (the "Resolution") and is made pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereuntc enabling, including the Authorizing Laws. B-1 1583006.01 IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done,to exist, to happen and to be performed preliminary to and in the making of this Guaranty in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that, prior to the making hereof the City Council has pledged to the payment of the Bonds certain tax increment and certain other payments, which are anticipated to equal not less than five percent in excess of the principal of and interest on the Tax Increment Bonds when due; that if necessary for payment of such principal and interest, ad valorem taxes are required to be levied upon all taxable property in the City, without limitation as to rate or amount; and that the making of this Guaranty,together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of Shakopee, County of Scott, Minnesota, by its City Council, has caused this General Obligation Guaranty to be executed on its behalf by its Mayor and Administrator as of October_, 1997. CITY OF SHAKOPEE, MINNESOTA Mayor Attest: City Administrator B-2 1583006.01 CITY OF SHAKOPEE,MINNESOTA Resolution No. Approving the issuance by the Scott County Housing And Redevelopment Authority of its Housing Development Revenue Bonds (City of Shakopee, Minnesota, Unlimited Tax General Obligation - River City Centre Project) Series 1997A in an aggregate principal amount not to exceed $3,544,900 and pledging the full faith and credit of the City of Shakopee thereto. WHEREAS, housing and redevelopment authorities and economic development P authorities are authorized by Minnesota Statutes, Sections 469.001 to 469.047 (the "Act") to undertake redevelopment projects and housing development projects, and pursuant to Minnesota Statutes, Section 471.59,to undertake any common powers jointly; and WHEREAS, the Economic Development Authority for the City of Shakopee, Minnesota (the "EDA"), with the approval of the City of Shakopee, Minnesota (the "City"), has established its Minnesota River Valley Housing and Redevelopment Project No. 1, as amended from time to time (the "Project"), and its Tax Increment Financing District No. 10 (the "TIF District"); and WHEREAS, the EDA has acquired and cleared certain property known as blocks 3 and 4 (the"Site"), within the Project and the District; and WHEREAS, the City, the EDA and the Scott County Housing and Redevelopment Authority (the "Authority") propose to jointly exercise certain powers to develop a mixed-use retail and senior housing facility (the "Project") on the Site pursuant to that certain Development Agreement(the"Development Agreement")between such parties; and WHEREAS, pursuant to the Development Agreement, the Authority proposes to issue its Housing Development Revenue Bonds (City of Shakopee, Minnesota, Unlimited Tax General Obligation - River City Centre Project), Series 1997A (the "Series A Bonds") in an aggregate principal amount not to exceed $3,544,900 to finance the housing component of the Project, which constitutes a"qualified housing development project"under the Act; and WHEREAS, on the date hereof, the City has conducted a public hearing following publication of notice pursuant to Minnesota Statutes, Section 469.034, subd. 2, NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shakopee, Minnesota, as follows: 1. That the City hereby approves the issuance by the Authority of the Series A Bonds, and the pledge by the Authority of the full faith and credit of the City thereto. 1573341 2. That such approval is subject to (a) final approval of the Financing Documents by the City Attorney and (b) a final determination by the Authority to be made in the Authority's resolution approving the sale of the Bonds that the projected revenues pledged to the payment of the Bonds will equal or exceed 110% of the principal and interest due on the Bonds for each year of their term. 3. That the City hereby approves the uses of the proceeds of the Bonds to acquire and construct the housing component of the Project. Passed and adopted on this 30th day of September, 1997. ATTEST: 1573341 2 CITY OF SHAKOPEE 4r , RESOLUTION NO. 4748 RESOLUTION APPROVING CERTAIN FINANCING DOCUMENTS RELATING TO THE RIVER CITY CENTRE PROJECT WHEREAS,the Economic Development Authority for the City of Shakopee (the "EDA"), the City of Shakopee (the "City") and the Scott County Housing and Redevelopment Authority (the "Authority") have proposed to undertake a housing development project and redevelopment project known as the River City Centre Project (the "Project") at a site in the city generally described as Blocks 3 & 4 (the "Property"), pursuant to their joint powers under Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act") and Section 471.59; and WHEREAS, there has been prepared a Development Agreement between the EDA, the City and the Authority (the "Development Agreement")that details the respective responsibilities of the parties regarding the construction and financing of the mixed use senior housing and retail facility that constitutes the Project; and WHEREAS, as described in the Development Agreement, the Authority will finance construction of the Project through issuance of a series of bonds designated as follows: Scott County Housing and Redevelopment Authority Housing Development Revenue Bonds (City of Shakopee, Minnesota, Unlimited Tax General Obligation--River City Centre Project) Series 1997A (the "Series A Bonds"); Scott County Housing and Redevelopment Authority Limited Special Benefit Tax Housing Bonds (City of Shakopee, Minnesota--River City Centre Project) Series 1997B (the "Series B Bonds"); Scott County Housing and Redevelopment Authority Taxable Commercial Development Gross Revenue Note(City of Shakopee,Minnesota--River City Centre Project) Series 1997C (the "Series C Bonds"); Scott County Housing and Redevelopment Authority Taxable Tax Increment Development Revenue Bonds (City of Shakopee, Minnesota, General Obligation--River City Centre Project) Series 1997D (the "Series D Bonds"); and Scott County Housing and Redevelopment Authority Tax Increment Development Revenue Bonds(City of Shakopee,Minnesota,General Obligation--River City Centre Project) Series 1997E(the"Series E Bonds") (collectively, the "Bonds"); and WHEREAS, the Property is or will be owned by the EDA and will be leased to the Authority pursuant to a Retail Ground Lease and a Residential Ground Lease among the City, the EDA and the Authority (the "Ground Leases"); and WHEREAS, the retail portion of the Project will be subleased by the Authority to Shakopee River City Centre Associates, LLC pursuant to a Retail Master Lease between those parties (the "Master Lease"); and WHEREAS,under the Development Agreement, issuance of the Bonds is contingent upon final approval by the City and EDA of the following documents: SJB130S59 SH235-2 In connection with the Series A Bonds: (a) Indenture of Trust between the Authority and First Trust National Association (the "Trustee"); (b) Master Disbursing Agreement between the Trustee, the Authority and the title company; (c) Leasehold Mortgage from the Authority to the City (housing portion); (d) the Residential Ground Lease; In connection with the Series B Bonds: (e) Resolution of the Authority authorizing the issuance and sale of the Series B Bonds; In connection with the Series C, D and E Bonds: (f) Indenture of Trust between the Authority and the Trustee; (g) Master Disbursing Agreement between the Trustee, the Authority and the title company; (h) Leasehold Mortgage from the Authority to the City (retail portion and public facilities); (i) the Retail Ground Lease; (j) the Master Lease (the above-named documents being referred to in the Development Agreement and herein as the "Financing Documents"). NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Shakopee, Minnesota, as follows: 1. That the Financing Documents are hereby approved in substantially the form on file with the City Administrator on this date, with such changes or modifications that are not materially adverse to the City and that are approved by the Mayor and City Administrator, provided that execution of Financing Documents to which the City is a party shall be conclusive evidence of approval by those officials of all Financing Documents. 2. That the Mayor, City Administrator and City Clerk, or in their absence or unavailability, any other officers of the City, are authorized and directed to execute any Financing Documents to which the City is a party. SJB130559 2 SH235-2 3. That the Mayor, City Administrator, and other City officials are authorized to take all actions necessary to carry out the intent of the Financing Documents, including without limitation execution of certificates and ancillary documents in connection with issuance of the Bonds. Approved by the City Council of the City of Shakopee, Minnesota this 30th day of September, 1997. Mayor ATTEST: City Clerk SJB130559 3 SH235-2 CC � RIVER CITY CENTRE A `l - C RETAIL MASTER LEASE l THIS LEASE is made and entered into this 1st day of October, 1997 ("Commencement Date"), by and between the Scott County Housing and Redevelopment Authority, a public body corporate and politic and political subdivision of the State of Minnesota, with an address of 16049 Southeast Franklin Trail, #104, Prior Lake, MN 55372 ("Landlord"), and Shakopee River City Centre Associates, LLC, a Minnesota limited liability company, with an address of 2550 University Avenue West, Suite 460-S, St. Paul, Minnesota 55114-1904 ("Tenant"). RECITALS A. The City of Shakopee, a Minnesota municipal corporation ("City") is the fee owner of the unimproved land in the City of Shakopee, County of Scott, State of Minnesota legally described in Exhibit A("Site"), subject to the permitted encumbrances listed in Exhibit B. B. The City has leased the Site to Landlord for a term of 40 years pursuant to a Retail Ground Lease and a Residential Ground Lease, each dated on or about the date of this Master Lease. C. Landlord intends to construct upon the Site two three-story mixed-use buildings with approximately 25,373 square feet of multi-tenant retail space on the first floor and apartments for the elderly on the second and third floors pursuant to the architectural plans prepared by Symmes Maini & McKee Associates/Winsor Faricy attached hereto as Exhibit C ("Building Plans"). D. Tenant desires to master lease from Landlord the"Retail Areas" of both Buildings as cross-hatched on Exhibit C and described on Exhibit D for the purpose of subletting portions thereof for retail sales and service establishments. E. Landlord is willing to enter into such a master lease and allow Tenant to sublet to retailers, all on the terms, conditions and covenants hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each party hereby acknowledges, the parties agree as follows: ARTICLE ONE Demised Premises 1.1. Grant; Demised Premises. In consideration of the full and timely performance by Tenant of all the terms, conditions and covenants of this lease by it to be kept and performed, including timely payment of all base rent and additional rent hereunder, Landlord does hereby 1560700.03 9/25/97 3:19 PM grant, demise and let unto Tenant, and Tenant does hereby hire and take from Landlord the Retail Areas, including all hereditaments and appurtenances pertaining thereto, fixtures and other improvements thereon (collectively the "demised premises"). 1.2. Build-Out of the Demised Premises. The Landlord will use its best efforts to achieve substantial completion of the demised premises as shown in the Building Plans and completing the demised premises Build-Out as described in Exhibit E such that the City will issue a partial certificate of occupancy for the demised premises on or before June 1, 1998 for Building A (West Building) and on or before July 1, 1998 for Building B (East Building). If Landlord misses either of these deadlines to complete the demised premises, the base lease rent due under Section 2.2 allocable to the building or buildings not completed for 1999 shall be reduced pro rata on the basis of the number of full months of any delay. If Tenant would prefer that one or more retail spaces not be built-out by said deadline, Tenant shall notify Landlord by March 1, 1998; and Landlord will postpone the build-out of such spaces until requested by Tenant. This will allow retail spaces to be customized for retailers. 1.3. Covenant of Quiet Enjoyment. Landlord hereby represents and warrants to Tenant that Landlord is the ground tenant of the Building, that Landlord has good right to enter into this lease, and that the demised premises are free of all liens and encumbrances except those set forth on Exhibit B attached hereto and incorporated herein. Tenant shall and will, upon paying the rent, taxes, assessments and insurance premiums and any other additional rental payments herein provided to be paid by Tenant, and upon fully observing and performing the terms, conditions and covenants herein provided to be observed and performed by Tenant, quietly and peaceably hold and enjoy the demised premises for and during the full term of this lease, unless this lease be sooner terminated as provided herein. 1.4. Fund for Subleasing. Whenever Tenant subleases any portion of the demised premises for a term of at least one year, Landlord shall provide to Tenant up to $10 per square foot of subleased space to enable Tenant to make tenant improvements. Whenever a sublease is fully executed, Tenant shall provide a complete copy of the sublease to Landlord, together with a request for disbursement under this paragraph, and Landlord shall pay Tenant within 30 days. [Note: Tenant should provide the sublease form to Landlord before this lease is executed] Landlord's aggregate obligation under this paragraph during the term of the Lease shall not exceed $253,730. ARTICLE TWO Term; Base Rent 2.1. Initial Term; Renewal Term. Tenant shall have and hold the demised premises for an initial term commencing on the Commencement Date and expiring December 31, 2028. Tenant shall have the right to renew this Lease for a 10-year renewal term commencing January 1, 2029, and expiring December 31, 2038. To exercise its right to renew this Lease, Tenant must notify Landlord in writing before July 1, 2028. 1560700.03 2 9/25/97 3:19 PM 2.2. Base Rent. The "base rent" payable during the Lease Term shall be as follows: Lease Years Base Rent 1997 and 1998 No rent 1999 through 2008 $8.50 per square foot per year 2009 through 2018 $9.50 per square foot per year 2019 through 2028 $10.00 per square foot per year 2029 through 2038 An amount equal to the base rent under the Retail Ground Lease described above. 2.3. Holding Over. Should Tenant continue to occupy the demised premises after the expiration or termination of this lease, with or without the consent of Landlord, such tenancy shall be on a month-to-month basis and monthly installments of base rent shall be continued in the amount payable pursuant to Paragraph 2.2. 2.4. Payment of Base Rent; Late Charge. Tenant shall pay base rent to Landlord, without the necessity for demand, and without setoff or deduction, except as specifically set forth herein, in advance in semiannual installments on January 1 and July 1 of each year. Rents shall be paid at Landlord's address set forth in the caption of this lease, or such other place as Landlord may from time to time designate in writing. 2.5. Tenant to Surrender Premises in Good Condition. Upon the expiration or termination of the term of this lease, Tenant shall at its own expense: (a) remove from the demised premises all moveable furnishings and other items of personal property and equipment, (b) repair any damage or injury, and make any necessary replacements, caused or necessitated by such removal; and (c) quit and deliver up the demised premises to Landlord, peaceably and quietly, in"broom clean condition." ARTICLE THREE Use; Compliance with Laws 3.1. Permitted Use. Subject to all the terms and conditions of this lease, Tenant and Tenant's subtenants shall use and occupy the demised premises only for retail establishments as defined in the City's code of ordinances. Sexually oriented establishments are prohibited under this Lease. Tenant shall not in any manner deface or injure the demised premises or any part thereof, or overload the floors of the demised premises. Tenant shall not do anything or permit anything to be done upon the demised premises which would cause structural injury to the Building. 1560700.03 3 9/25/97 3:19 PM • 3.2. Compliance with Laws. Tenant shall not use the demised premises or permit the demised premises to be used contrary to any statute, rule, order, ordinance, requirement or regulation applicable thereto or in a manner which would violate any certificate of occupancy affecting the same, or for illegal or immoral purposes. 3.3. Permits and Approvals. Tenant shall, at its sole cost and expense, procure any and all necessary permits, certificates, licenses or other authorizations required for its particular use of the demised premises. If Landlord or the fee owner of the Building are required by law to join in any such application, Landlord shall cooperate fully with Tenant in connection with such application, but at Tenant's cost. ARTICLE FOUR Additional Rent- Taxes; Utilities 4.1. Real Estate Taxes and Assessments. Landlord and Tenant have met with the City Assessor and City Attorney; and Landlord, Tenant and the City have agreed that the improvements comprising the demised premises will constitute a tax parcel separate from the balance of the Site; and the value of all the land and all improvements other than the demised premises will be attributed to the balance of the Site. As additional rent, Tenant shall pay all taxes and special assessments on the demised premises attributable to the Lease Term. Taxes and special assessments payable in a calendar year shall be attributable to that calendar year. Landlord shall take no actions to induce the assessing and taxing authorities to assess and tax the demised premises at rates higher than comparable retail property in the City. 4.2. Personal Property Taxes. Tenant shall pay all personal property taxes under any laws hereafter in force, levied against personal property of any kind or nature located on the demised premises. 4.3. Time of Payment of Taxes and Receipts. Tenant shall pay all said taxes in each and every instance as the same become due and payable and before any fine, penalty, interest or costs may be added thereto for non-payment, excepting only interest on deferred installments of special assessments. Tenant shall deliver to Landlord receipts (or duplicate receipts) showing the full and prompt payment of all such Taxes within ten (10) days after written demand therefore. In the event Tenant fails to pay the taxes as required herein, Landlord may pay such taxes, and may offset against the rent or rents next due under this lease, any amounts so paid, together with interest thereon at the rate of twelve percent(12%) per annum, or the maximum rate allowed by law, whichever is lower. 4.4. Tenant to Pay for Utilities. As additional rent, Tenant shall fully and promptly pay when due all utility charges for all services furnished to or upon the demised premises during the 1560700.03 4 9/25/97 3:19 PM full term of this lease and any holdover tenancy, including, without limitation, water, gas, electricity, sewage, trash disposal, telephone tolls, cable television and telecommunications. ARTICLE FIVE Maintenance; Liability; Insurance 5.1. Maintenance (a) Maintenance by Landlord at Landlord' Expense. Landlord shall, at Landlord's sole expense, keep and maintain the structural walls, foundation, exterior walls and roof of the buildings in good and safe condition(except to the extent repairs, maintenance or replacement are made necessary by the abuse, misuse or negligence of Tenant, its employees, agents, contractors or customers, in which case Tenant shall be responsible for required repairs, maintenance or replacements). In the event Landlord fails to properly perform its maintenance duties with respect to the demised premises, Tenant may undertake such maintenance and offset against the rent or rents next due under this lease, any amounts so paid, together with interest thereon at the rate of twelve percent(12%) per annum, or the maximum rate allowed by law, whichever is lower. (b) Maintenance by Landlord at Tenant's Expense. Landlord shall keep and maintain the electrical, plumbing, heating, ventilating and air conditioning systems, doors and windows of the demised premises in good and safe condition and Tenant shall reimburse Landlord 100% of the cost thereof. Landlord shall keep the sidewalks, plaza, driveways and surface level parking lots on the Site in good and safe condition and Tenant shall reimburse Landlord % of the cost thereof. In any event the eventual replacement of such systems and items shall be at Landlord's sole expense. (c) Maintenance by Tenant at Tenant's Expense. Tenant shall, at Tenant's sole expense, at all times during the lease term, and any extensions or renewals thereof, and any holdover tenancy, keep any and all other components of the demised premises and all fixtures and equipment thereon or therein, in good repair and safe and working condition, and in full compliance with all laws, ordinances and regulations then in force applicable to Tenant's particular use of the demised premises, making whatever maintenance, repairs and replacements may from time to time be necessary under the circumstances. In the event Tenant fails to properly perform its maintenance duties with respect to the demised premises, Landlord may undertake such maintenance and recover from Tenant as additional rent any amounts so paid, together with interest thereon at the rate of twelve percent(12%)per annum, or the maximum rate allowed by law, whichever is lower. 5.2. Waiver of Liability. Landlord shall not be liable to Tenant, or Tenant's agents, employees, customers or invitees, for injury, death or property damage occurring in, on or about the demised premises. Tenant shall defend, indemnify and hold Landlord harmless from and against any demand, claim, loss or damage, including costs and reasonable attorney's fees 1560700.03 5 9/25/97 3:19 PM incurred by Landlord, arising out of any injury, death, property damage or other matter occurring in, on or about, or alleged to arise out of or in connection with the demised premises. 5.3. Tenant's Insurance. (a) During the entire lease term and any extensions or renewals thereof, and any holdover tenancy Tenant shall obtain and keep in full force and effect, at its sole cost and expense, a policy of comprehensive public liability insurance with respect to the demised premises and the businesses of Tenant and its subtenants thereon, written by a responsible casualty or indemnity company authorized to do business in Minnesota, under which policy Landlord shall be an additional insured, and with not less than $2,000,000 (adjusted annually in the consume price index for the Minneapolis/St. Paul Metropolitan Area) single coverage limits for each occurrence of injury or property damage. (b) If the demised premises has a boiler or steam vessel, Tenant shall also place and carry boiler insurance with such a casualty or indemnity company in an amount of coverage not less than $2,000,000 (adjusted annually in the consumer price index for the Minneapolis/St. Paul Metropolitan Area) per accident, under which Landlord shall be an additional insured, and Tenant shall comply fully with all applicable laws, ordinances, and regulations with reference to the operation and inspection of such boiler and steam vessel. (c) Tenant shall also place and carry business interruption insurance in amounts sufficient to pay the rents due under this Lease. (d) Tenant shall furnish Landlord with said policies, or with a certificate that said insurance is in effect, which shall provide Landlord with thirty (30) days notice of cancellation, material change or renewal and shall provide annually evidence of payment of premiums. 5.4. Landlord's Insurance. Landlord shall keep the buildings and other improvements on the Site insured under an "all risk" form of fire insurance policy, with full extended coverage endorsements added, with coverage equal to the full replacement value of the buildings and other improvements. The costs of such insurance shall be apportioned ratably between the demised premises and the balance of the buildings based upon the square footage of the first, second and third floors and Tenant shall pay the share attributable to the demised premises. 5.5. Waiver of Subrogation Claims. Landlord and Tenant hereby waive any and all claims and causes of action against each other based on the destruction of or damage to the demised premises or the contents thereof as a result of any cause which is covered or could be covered by the insurance described in Paragraphs 5.3 and 5.4, and agree that their respective insurers shall be bound by this waiver, even if such loss or damage was caused by the fault or negligence of the other party or anyone for whom the other party may be responsible. 5.6. Damage to Leased Premises. In the event any improvements on the demised premises are damaged or destroyed by fire or other casualty, Landlord shall, within ninety (90) days following such damage or destruction, commence either the repair and restoration thereof 1560700.03 6 9/25/97 3:19 PM to a condition complying with current building and fire codes and otherwise suitable for Tenant's purposes or, in Landlord's sole discretion, the demolition and clearing of such damaged improvements. Any repair and restoration hereunder shall comply with the "Construction Standards" found in Article XIV of the Retail Ground Lease. No destruction or damage to any improvements on the demised premises by fire or other casualty shall cause a cancellation of this Lease, effect any reduction or abatement of rent, or release Tenant for liability for the full and prompt performance of all its covenants, undertakings, indemnities and other agreements under this Lease. 5.7. Subject to First Mortgage. The relative interests of Landlord and Tenant in any insurance proceeds under this Article 5 are hereby made subordinate to the interest of the holder of the Mortgage under the documents described in the Ground Lease. ARTICLE SIX Alterations; Construction Standards 6.1. Alterations. Tenant may, at its sole cost and expense, alter or remodel any now or hereafter existing improvement in the demised premises; provided, however, that in the event such costs and expenses exceed Twenty-Five Thousand Dollars ($25,000) Tenant shall first secure the written consent of Landlord to the plans and specifications therefor and further provided that any such work shall be in accordance with the provisions of Paragraph 6.2. The foregoing $25,000 threshold shall be adjusted annually pursuant to changes in the consumer price index for the Minneapolis-St. Paul Metro area. Unless otherwise agreed by Tenant and Landlord, any leasehold improvements made by Tenant or any subtenant, and any fixtures (except trade fixtures) installed on the demised premises by Tenant, shall be the property of Landlord from and after the time of their construction or installation. 6.2. Construction Standards. Any alterations, remodeling, rebuilding and restoration by or for Tenant shall be constructed and installed according to plans and specifications prepared by Tenant's architect and approved in writing by Landlord. In all of the foregoing construction, Tenant shall be bound by and do all of the following: (a) Pay for all labor performed and materials furnished, when due and payable; (b) Keep the buildings free and clear of all liens for labor performed and materials furnished, and defend, at its sole cost and expense, each and every lien asserted or filed against the buildings or any part thereof, and pay each and every judgment made or given against said demised premises, or any part thereof, on account of any such lien; (c) Defend, indemnify and save Landlord harmless from and against any and every claim, demand, action, cause of action, or charge, including reasonable attorneys' fees incurred by Landlord, arising out of or connected with or alleged to arise out of or to 1560700.03 7 9/25/97 3:19 PM be connected with any act or omission of Tenant, or any agent, employee, contractor or sub-contractor in or about the demised premises, or connected with the assertion or filing of any lien against said demised premises; (d) Procure, or cause its general contractor to procure, before entering onto the demised premises, and maintain in full force until all work is fully completed, a policy of indemnity insurance written by a casualty or indemnity company authorized to do business in Minnesota, indemnifying Landlord against all liability for injury arising out of, or in any way connected with, or alleged to arise out of or in any way be connected with any said work, with not less than $1,000,000 single coverage limits for each occurrence of injury or property damage; and (e) Procure or cause its contractors to procure and maintain in force such workers' compensation or other insurance as may be required by the laws of Minnesota fully protecting Landlord. Landlord shall be named as an additional insured under said policies, and said policies, or certificates evidencing that such insurance is in effect, shall be delivered by Tenant to Landlord prior to any contractor's commencement of work on the demised premises. Said policies or certificates shall state that Landlord will be notified in writing thirty (30) days prior to any cancellation, material change or renewal of any such insurance. 6.3. Landlord's Consent. Landlord shall not unreasonably withhold, delay or condition its consent to a proposed alteration, or the plans and specifications therefor, if no substantial change in use of the demised premises is contemplated and the value of the demised premises is likely to be enhanced thereby. 1560700.03 8 9/25/97 3:19 PM ARTICLE SEVEN Assignment and Subletting; Encumbrances 7.1. Assignment of Tenant's Interest. Tenant will not, without Landlord's consent, sell, assign or otherwise transfer this lease or Tenant's interest hereunder, or sublet the demised premises, Landlord will not reasonably withhold or delay such consent to an entity controlled by Tenant, controlling Tenant or under common control with Tenant or to an entity with net worth at the time of such transfer equal to or greater than Tenant's net worth on the Commencement Date. Without such consent, Tenant shall not sell, assign or in any manner transfer this lease or Tenant's interest hereunder, or sublet the demised premises or any part thereof, or permit any license, franchise or concession thereon or therein. Such consent shall not be withheld, conditioned or delayed for subleases of spaces for establishments allowed in the zoning district containing the demised premises. Consent by Landlord to any one transfer shall not be deemed to be consent to any further transfer. Any transfer by Tenant by assignment, subletting or otherwise shall not release Tenant from its obligations hereunder. All assignees and subtenants of Tenant shall be bound by all of the terms and conditions of this lease. 7.2. Landlord May Assign. Landlord's right to assign this lease or sell or convey the demised premises, subject to this lease, are and shall remain unqualified. Upon any said assignment, sale or conveyance, Landlord shall thereupon be entirely freed of all obligations of the Landlord hereunder accruing thereafter and shall not be subject to any liability resulting from any act or omission or event occurring after said assignment, sale or conveyance. 7.3. Landlord May Place Mortgage. Landlord shall have the unrestricted right to place any mortgage, deed of trust or similar security instrument upon the Landlord's interest in the demised premises; provided, however, that any such mortgage, deed of trust or similar security instrument shall be subject to the provisions of paragraph 11.1 below. 7.4. Other Liens Prohibited. Tenant shall not cause, suffer or acquiesce in the attachment of any other liens or encumbrances, including without limitation, any mechanic's or materialmen's liens,judgment liens, tax liens or liens for the cost of environmental remediation, to the demised premises or the Landlord's or Tenant's interest therein. ARTICLE EIGHT Landlord's Curative Rights 8.1. Landlord May Pay Taxes, Liens, Etc. In the event Tenant shall fail or neglect at the times and as herein provided to pay any tax, charge or assessment against the demised premises, or to pay any lien or judgment against or affecting the demised premises, or to provide and pay for any insurance, or to make any other payment which it is the obligation of Tenant to pay under the terms of this lease, when due and payable, then in addition to all other remedies 1560700.03 9 9/25/97 3:19 PM provided by this lease or as now or hereafter provided by law, Landlord may, at its option, upon fifteen (15) days prior written notice, pay any such judgment, tax, charge or assessment, or procure such insurance or pay the premiums therefor, and pay any other amount herein required to be paid by Tenant. The amount or amounts so paid and interest thereon as hereinafter provided shall thereupon be immediately due and payable by Tenant to Landlord, as additional rent hereunder. 8.2. Tenant May Contest Taxes, Etc. (a) Tenant, however, shall not be required to pay, remove or discharge any tax, assessments, tax lien, or any materialmen's or mechanics' lien or judgment against the demised premises so long as Tenant shall in good faith contest the same or the validity thereof by appropriate legal proceedings, and so long as Landlord's title and rights are not in any manner impaired or jeopardized thereby, provided Tenant deposits with Landlord sufficient funds or other security reasonably acceptable to Landlord to protect Landlord and the demised premises. Pending any such legal proceedings, Landlord shall not pay, remove or discharge the tax, assessment, tax lien, materialmen's or mechanics' lien or judgment thereby contested unless its title or rights are being impaired or jeopardized by such delay or by such contest, in which event Landlord may use any such deposits to pay and discharge the same. (b) Notwithstanding any other provision of this Lease, Tenant shall not do any of the following to the extent that doing so would reduce the estimated market value of the demised premises for purposes of property taxes below $ (the"Minimum Value"): (1) seek administrative review or judicial review of the applicability of any tax statute determined by any Tax Official to be applicable to the Retail Facility or such lessee or raise the inapplicability of any such tax statute as a defense in any proceedings,including delinquent tax proceedings; (2) seek administrative review or judicial review of the constitutionality of any tax statute determined by any Tax Official to be applicable to the Retail Facility or such lessee or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (3) request to the assessor to reduce the market value of all or any portion of the Retail Facility below the Minimum Value; (4) petition the board of equalization of the County to reduce the Minimum Value of all or any portion of the Retail Facility; (5)petition the board of equalization of the State or the Commissioner of Revenue of the State to reduce the Minimum Value of all or any portion of the Retail Facility; (6) take any action in a district court of the State or the tax court of the State pursuant to Minnesota Statutes, Chapter 278, seeking a reduction in the Minimum Value of the Retail Facility; (7)make application to the City, County or Commissioner of Revenue of the State requesting an abatement of real property taxes pursuant to Minnesota Statutes, Chapter 270 or Sections 469.1812 to 469.1815; or 1560700.03 10 9/25/97 3:19 PM (8) pursue any other proceedings, whether administrative, legal or equitable, with any administrative body within the County or the State or with any court of the State or the federal government. 8.3. Tenant to Furnish Receipts. Upon demand by Landlord, Tenant shall promptly furnish to Landlord receipts or other satisfactory evidence showing that Tenant has fully and promptly paid and discharged all charges, premiums, or any other payments required to be made by Tenant under the terms of this lease. 8.4. Landlord's Advances to Bear Interest. Tenant will pay to Landlord interest at the rate of twelve percent(12%) per annum, or the maximum rate allowed by law, whichever is lower, on every payment of every kind which Tenant is obligated to pay to Landlord under the terms of this lease from the date when such payment shall become due and payable until the same is paid. 8.5. Landlord's Right to Enter Premises. Landlord, and its authorized agents or attorney, shall have the right, but not the obligation, to enter the demised premises: (a) at any time in an emergency, and (b) at other reasonable times during normal business hours, upon reasonable notice to Tenant, to inspect, and to make such repairs, improvements and/or alterations in and to the demised premises as Landlord may reasonably deem necessary under the circumstances, and there shall be no abatement of rents or any liability on the part of Landlord for any inconvenience, annoyance, or injury to business resulting therefrom. Landlord shall use its best efforts to minimize interference with businesses in the demised premises. ARTICLE NINE Condemnation 9.1. Condemnation. Landlord hereby represents and warrants to Tenant that Landlord has not received any notice from any governmental authority with respect to the demised premises regarding condemnation or taking by eminent domain. In the event the demised premises or any part thereof shall at any time during the term of this lease be condemned and taken by right of eminent domain, the damages allowed therefor(whether or not the same be specifically apportioned by the Court or the Commissioner, or by any other body making or supervising such condemnation, and regardless of such apportionment, if any) shall be the sole property of Landlord, except that any separate award for relocation expenses or for Tenant's trade fixtures shall belong to Tenant. 9.2. Rent after Condemnation; Termination. If the whole of the demised premises be condemned and taken, rent hereunder shall cease from the time Tenant shall be deprived of possession of the demised premises, and this lease shall thereupon terminate and Landlord shall refund to Tenant any prepaid and unearned rent. If a part, but not the whole, of the demised premises be so taken or condemned, then this lease and all of its provisions shall continue in full 1560700.03 1 1 9/25/97 3:19 PM force and effect as to the remainder of the demised premises not so taken until the expiration of the full term of this lease, except that the base rental to be paid by Tenant may be adjusted as provided in Paragraph 9.3, if the provisions of said paragraph are applicable; provided, nonetheless, that in the event of a partial condemnation and taking which materially and substantially interferes with the operation of Tenant's business, Tenant shall have the right, by notice given to Landlord not later than thirty (30) days following the date Tenant shall be deprived of possession of a portion of the demised premises, to terminate this lease, and upon the giving of such notice, this lease shall terminate as of the date specified in the notice. Any rents and other amounts and obligations due hereunder shall be apportioned as of said date. 9.3. Abatement after Material Taking. In the event of a partial condemnation and taking which materially and substantially interferes with the operation of Tenant's business, and Tenant does not terminate this lease as herein provided, base rent for the demised premises shall (in the absence of agreement by the parties) be equitably abated based on application to the District Court of the appropriate County. 9.4. Subject to Mortgage. The relative interests of Landlord and Tenant in any condemnation awards or damages are hereby made subordinate to the interest of the holder of the Mortgage under the Mortgage documents described in the Retail Ground Lease. ARTICLE TEN Default; Remedies 10.1. Default. In the event Tenant shall violate, fail to perform or be in breach of: (a) any covenant to pay base rent, additional rent, or any other amount due hereunder and for more than ten (10) days after the same is due, or(b) any other term, condition or covenant hereof and shall fail to cure the same within thirty (30) days (or such longer period as is reasonable if cure cannot be completed within said 30-day period, provided Tenant commences cure within said 30-day period and diligently pursues cure to completion) after being given notice by Landlord, then Landlord may, without further notice to Tenant, either(c) re-enter the demised premises and terminate Tenant's right to possession thereof, without terminating this lease or(d) re-enter the demised premises and terminate both Tenant's right to possession thereof and this lease. Such re-entry must be effected pursuant to judicial proceedings. 10.2. Payment by Tenant Upon Re-entry. Upon such re-entry, whether or not Landlord shall terminate this lease, Tenant shall pay to Landlord upon demand (a) all base rent, additional rent and any other amount due to Landlord at the time of such re-entry and (b) all costs and expenses incurred by Landlord to effect such re-entry, including, without limitation, reasonable attorneys' fees (hereinafter "Re-entry Costs"). 10.3. Payment of Rent Upon Termination. If Landlord, following such reentry, shall terminate this lease by such notice, or if this lease shall be terminated by the order or decree of any court of competent jurisdiction, Tenant shall pay the Landlord upon demand, in addition to 1560700.03 12 9/25/97 3:19 PM the amounts set forth in (a) and (b) of the preceding paragraph hereof, base rent and additional rent for the period between such re-entry and such termination. 10.4. Reletting on Tenant's Behalf. Following any re-entry, Landlord shall, if it does not terminate this lease, make reasonable efforts to relet the demised premises or any part thereof for the account of Tenant for such term or terms (whether longer or shorter than the unexpired term of this lease), at such rent and upon such conditions and covenants as Landlord may reasonably deem advisable. Upon each such reletting, all rent received by Landlord shall be applied to the following obligations of Tenant to the extent not then satisfied: first, to Re-entry Costs; second, to any costs and expenses incurred by Landlord in reletting the demised premises or part thereof, including, without limitation, the costs of reasonable brokers' and attorneys' fees; third, to the payments of base rent and additional rent unpaid and due to Landlord at the time of such reletting; fourth, to any other unpaid amount then due from Tenant to Landlord; and the balance, if any, shall be held by Landlord and applied in payment of base rent and additional rent as the same shall become due hereunder. If the rent received upon such reletting during any calendar month shall be less than the total of(i)base rent that would have been paid by Tenant for that month plus (ii)the liquidated damage amount payable therewith, Tenant shall pay the deficiency to Landlord, such deficiency being calculated and paid monthly. 10.5. No Election of Remedy. No remedy provided to Landlord hereunder shall be deemed an exclusive remedy and the election by Landlord of any such remedy shall not bar Landlord from pursuing any other remedy, for damages or otherwise, whether available to Landlord hereunder or existing at law or in equity. ARTICLE ELEVEN Subordination; Estoppel 11.1. Subordination. This lease is subject and subordinate to the lien of any mortgage which may now or hereafter encumber the demised premises. In confirmation of such subordination, Tenant shall, at Landlord's request from time to time, promptly execute any certificate or other document requested by the holder of the mortgage. Tenant agrees that in the event that any proceedings are brought to foreclose any mortgage, Tenant shall automatically attorn to the purchaser at such foreclosure sale, as the landlord under this lease, and Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this lease or the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Notwithstanding anything to the contrary in this Article 11, so long as Tenant is not in default under this lease, this lease shall remain in full force and effect and the holder of the Mortgage and any purchaser at foreclosure sale thereof shall not disturb Tenant's rights and/or possession hereunder. 11.2. Estoppel Certificates. Tenant agrees from time to time but not more than once in any twelve month period, upon not less than ten(10) days prior written notice by Landlord, to 1560700.03 13 9/25/97 3:19 PM execute, acknowledge and deliver to Landlord or a party designated by Landlord a statement in writing (i) certifying that this lease is unmodified and in full force and effect, or if there have been modifications, that the lease is in full force and effect as modified and stating the modifications; (ii) stating the dates to which the rent and other charges hereunder have been paid by Tenant; (iii) stating whether or not Landlord is in default in the performance of any covenant, agreement or condition contained in this lease, and, if so, specifying each such default; and (iv) such other matters relating to this lease as may reasonably be requested. Any such statement delivered pursuant thereto may be relied upon by Landlord, any prospective purchaser of the demised premises, any mortgagee or prospective mortgagee of the demised premises or of Landlord's interest, or any prospective assignee of any such mortgagee. ARTICLE TWELVE Notices All notices required or permitted hereunder shall be in writing and shall be deemed given when personally delivered to either Landlord or Tenant at, or when mailed first class, postage prepaid, registered or certified mail to, the addresses specified in the caption of this lease. Either party may, by proper notice, change its address hereunder. In the event Landlord or Tenant cannot be found at its said address, or at its then current address hereunder, notice shall be deemed given when mailed in the aforesaid manner to its last known address, or in the case of Tenant, when personally delivered to an officer of Tenant or its manager at the demised premises. ARTICLE THIRTEEN Minimum Net Worth 13.1. Certain partners of the Tenant have executed and delivered a guaranty of certain lease payments hereunder (the"Guaranty"). Pursuant to the Guaranty such partners agree to maintain a net worth of$5,000,000 in each year during the term of this Lease, and to annually certify their net worth to the Guaranty. Failure of the partners to meet such requirements of the Guaranty, or any other default under the Guaranty shall constitute an event of default under this Lease for which the Landlord shall have the right to exercise any of its remedies hereunder, including, without limitation, termination of this lease. ARTICLE FOURTEEN Environmental Provisions 1560700.03 14 9/25/97 3:19 PM 14.1. Tenant agrees to obtain and keep in effect all governmental permits and approvals relating to Tenant's particular use of the demised premises required by applicable environmental laws, and Tenant agrees to comply with the terms of any such permits and approvals. 14.2 Tenant will not cause any generation, manufacture, storage, treatment, transportation, release, or disposal of"hazardous material," as that term is defined in subparagraph 13.5 on, in, under, about or from the demised premises except in such quantities as are required for retail sales and service establishments; and then in compliance with all applicable environmental, health, safety, reporting and disclosure laws and regulations. If Tenant or any one of its employees, agents, contractors, suppliers or invitees causes, contributes to or aggravates any release or disposal of any hazardous material on, in, under or about the demised premises, Tenant, at its own cost and expense, will take such action as is necessary to detain the spread of and remove the hazardous material to the satisfaction of the appropriate governmental authorities. 14.3 Tenant will immediately notify Landlord and provide copies upon receipt of all written complaints, claims, citations, demands, inquiries, reports, or notices received by Tenant relating to compliance with environmental laws. 14.4 If Tenant breaches or fails to comply with any of the foregoing covenants, Landlord may, at Tenant's expense, cause the removal (or other cleanup reasonably acceptable to Landlord) of any hazardous material from the demised premises that were generated, stored or released thereon by Tenant in violation of the terms of this lease. Tenant hereby grants Landlord, its employees, agents and contractors, access to the demised premises to remove or otherwise clean up any such hazardous material, provided that all cleanup activities must be undertaken in a manner designed to be least disruptive to Tenant's conduct of business. 14.5 For purposes of this lease, "hazardous material" means: (i) "hazardous substances" or "toxic substances" as those terms are defined by the Comprehensive Environmental Response, Compensation, and Liability Act(CERCLA), 42 U.S.C. § 9601, et seq., or the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., both as amended to and after this date; and (ii) "hazardous wastes," as that term is defined by the Resource Conservation and Recovery Act("RCRA") 42 U.S.C. § 6901, et seq. as amended to and after this date. 14.6 Tenant agrees to indemnify, defend, and hold the demised premises and Lessor, and Landlord's heirs, devisees, successors and assigns, affiliates, employees and agents free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs,judgments, suits, proceedings, damages, disbursements, or expenses of any kind (including reasonable attorneys' and experts' fees) that may at any time be imposed upon, incurred by, asserted, or awarded against Lessor or any of them in connection with or arising from or out of(i) any breach of a covenant or agreement contained or referred to in this Article Thirteen, or(ii) the imposition of any lien against the demised premises for the recovery of any costs for environmental cleanup or other response costs relating to the release or 1560700.03 15 9/25/97 3:19 PM threatened release of hazardous material by Tenant on the demised premises in violation of the term of this lease. 14.7 Notwithstanding the foregoing, none of the provisions of this Article Thirteen will require Tenant to correct any environmental conditions or violations which occurred or arose prior to the date of this lease. 14.8 Landlord hereby represents and warrants to Tenant that Landlord does not know of any hazardous material in, on, under or about the demised premises. ARTICLE FIFTEEN Miscellaneous 15.1. Joint and Several Obligation. Should the Tenant's interest ever be held by two or more individuals, each of the individuals and their respective successors and assigns shall be jointly and severally liable for all the obligations of the Tenant under the terms of this lease unless released in a writing signed by Landlord. 15.2. Time is of Essence. Whenever any payment is to be made under this lease by Tenant at or within a specified time, or whenever any act is to be done under this lease by either party at or within a stated time, time is of the essence. 15.3. No Recording; Short Form. Neither party shall record this lease without the prior written consent of the other. Upon request, Landlord will deliver to Tenant a reasonable short form memorandum of this lease in recordable form, and Tenant may record it. 15.4. Captions. The captions and headings herein are for convenience and reference only and do not limit or construe the provisions hereof. 15.5. Severability. If any term, condition, covenant, agreement or provision of this lease, or the application thereof to any circumstance shall, to any extent, be held by a court of competent jurisdiction or by any authorized governmental authority to be invalid, void or unenforceable, the remainder of this lease shall not be affected by such holding, and the remaining terms, conditions, covenants, agreements and provisions hereof shall continue in and be accorded full force and effect. 15.6. Entire Agreement. This lease represents the entire agreement between the parties hereto with respect to the demised premises, and there are no agreements, understandings or undertakings relating to said subject matter except as set forth herein, and all prior negotiations and writings between the parties and their representatives, attorneys, brokers and agents are superseded hereby and thereby. 1560700.03 16 9/25/97 3:19 PM 15.7. Modifications. This lease may not be amended, modified or supplemented except by a writing, executed by the party against whom such amendment, modification or supplement is sought to be enforced. 15.8. No Continuing Waiver. No waiver of any term, condition, covenant or remedy hereunder or delay in the enforcement of any remedy hereunder in any one instance shall be deemed to be a waiver of any other term, condition, covenant or remedy in such instance or of such waived or delayed term, condition, covenant or remedy in any other instance. 15.9. Binding. All of the terms, conditions, covenants, agreements and provisions of this lease shall be construed as covenants running with the land and shall inure to the benefit of and be binding upon the parties hereto and upon their respective personal representatives, heirs, successors and permitted assigns. 15.10. Attorney's Fees. In the event any action is brought by Landlord or Tenant to enforce any provision of this Lease, the prevailing party shall be entitled to an award of its costs and reasonable attorney's fees. 15.11. Partial Payments. Landlord may accept and negotiate any partial payments of base rent, additional rent, or other charges or reimbursements due from Tenant under this Lease without the same constituting accord and satisfaction or the cure of any default hereunder (except a cure to the extent of such partial payment). 15.12. Exhibits. All exhibits attached and referred to in this Lease are by this reference incorporated into the terms of the Lease. IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first above written. Landlord: HOUSING AND REDEVELOPMENT AUTHORITY OF SCOTT COUNTY, MINNESOTA By Its and By Its 1560700.03 17 9/25/97 3:19 PM Tenant: By: Its: LIST OF EXHIBITS A. Legal Description of Demised Premises B. Permitted Encumbrances C. Architectural Plans D. Chart of Retail/Residential/Public Areas E. Description of First-Floor Build-Out 1560700.03 18 9/25/97 3:19 PM cc -� I RIVERCITY CENTRE SHAKOPEE, MINNESOTA RETAIL GROUND LEASE From City of Shakopee and Economic Development Authority of the City of Shakopee ("Landlord") To Scott County Housing and Redevelopment Authority ("Tenant") THIS INSTRUMENT WAS DRAFTED BY: Hugh M. Maynard,Esq. Leonard, Street and Deinard 150 South Fifth Street, Suite 2300 Minneapolis,MN 55402 1579304.01 9/25/97 3:19 PM RIVERCITY CENTRE, SHAKOPEE, MINNESOTA RETAIL GROUND LEASE THIS LEASE is made and entered into this day of , 1997, by and between the Economic Development Authority of the City of Shakopee, a political subdivision of the State of Minnesota, and the City of Shakopee, a Minnesota municipal corporation (the "Landlord"), and Scott County Housing and Redevelopment Authority, a body corporate and politic under the laws of the State of Minnesota (the"Tenant"). WITNESSETH: WHEREAS, Landlord is the fee owner of the unimproved real property in the City of Shakopee, County of Scott, State of Minnesota legally described in Exhibit A(the"Site"), subject to the permitted encumbrances listed in Exhibit B; and WHEREAS, Tenant desires to construct a mixed use facility thereon, pursuant to the architectural plans prepared by Symmes, Maini & McKee Architects attached as Exhibit C; and WHEREAS, Tenant intends that portions of the facility will be used for retail sales, other portions will be used for residential apartments and related underground parking and other portions will be used by the public as outlined in Exhibit D; and WHEREAS, Tenant desires to lease the entire Site from Landlord pursuant to two leases, namely this Retail Ground Lease and a corresponding Residential Lease of even date herewith; NOW, THEREFORE, Landlord and Tenant, for and in consideration of the keeping by the parties of their respective obligations hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which each party hereby acknowledges, agree as follows: ARTICLE I Leased Premises Upon the terms and conditions hereinafter set forth and in consideration of the payment of the rents and the performance by Tenant of the covenants and agreements herein, to be kept and performed by Tenant, Landlord does lease, let and demise to Tenant and Tenant does hereby hire, take and lease from Landlord, the"Retail Areas" in the Site as cross-hatched on Exhibit C and described on Exhibit D, and all other rights, privileges, easements and appurtenances belong to or in any way pertaining to the same (collectively the"Leased Premises"), subject to the permitted encumbrances listed on Exhibit B attached hereto and incorporated herein. 1579304.01 1 9/25/97 3:19 PM ARTICLE II Term 1. Term. The term of this Lease shall be forty (40) years from and after the date hereof("Commencement Date"). 2. Tenant to Surrender Premises in Good Condition. Upon the expiration or termination of the term of this Lease, by the passage of time or other means, Tenant shall at its own expense: (a) surrender to Landlord all subleases which Landlord desires to continue and all security deposits therefore; (b) if requested by Landlord, remove from the Leased Premises all moveable furnishings and other items of personal property and equipment, and all debris and rubble; (c) repair any damage or injury, make any necessary replacements, and fill with clean fill any excavations, caused or necessitated by such removal; (d) remove, in compliance with law, any "hazardous substances" as defined in Article XIII, that may be present in, on or under the Leased Premises; and (e) quit and deliver up the Leased Premises to Landlord peaceably and quietly, otherwise in as good order, condition and repair as the same were on the date this Lease commenced, or were thereafter placed in by Landlord, reasonable wear and tear and acts of God excepted. ARTICLE III Rent 1. Base Rent. (a) Tenant shall pay Landlord throughout the Lease term, including any extensions or renewals, with respect to the Leased Premises base rent in advance, without demand, setoff or deduction, in monthly installments commencing on the Commencement Date, and continuing on the first(1st) day of each and every calendar month thereafter, in accordance with the provisions of this Article III. (b) The Tenant is issuing bonds to finance the construction of the Leased Premises which are scheduled to mature on December 31, 2028. In consideration of the substantial expenses to be incurred by Tenant in constructing the Leased Premises, there shall be no base rent under this Lease until the earlier to occur of(I) sale or transfer by the Tenant of its interest herein, or(ii) said payment of the bonds (or any obligations issued to refund the Bonds) at 1579304.02 2 9/25/97 3:19 PM maturity or by prior redemption; and beginning on the next day ("Adjustment Date")the base rent shall be a market rate rent determined pursuant to the following paragraphs for the remainder of the lease term (until December 31, 2039). (c) Base rent shall be adjusted by the following method: (i) Commencing six(6) months before the Adjustment Date, Landlord, Tenant and the master subtenant agree to negotiate in good faith, for up to 60 days, to determine a fair market rent for the Leased Premises (exclusive of the improvements thereon) for each year of the remainder of the lease term. If the parties agree on a figure, that shall become the base rent effective as of the Adjustment Date. (ii) If the parties are unable so to agree on a fair market rent for the Leased Premises within said 60-day period, they each shall have twenty (20) days thereafter to engage a licensed appraiser, who shall be a member of MAI or a similar organization, and who must be familiar with land prices in the vicinity of the Property. (iii) The appraiser or appraisers so engaged shall, within the next ten (10) days, select another such appraiser; provided that if a fourth appraiser cannot be agreed upon, the process shall go forward with only the appraiser or appraisers selected by the parties. (iv) The appraiser(s) so selected shall appraise the fair market value of the Leased Premises as if they were unimproved, but otherwise assuming all development and uses in the region and locale of the Leased Premises. For example, the appraisers shall take into account the unimproved value of the Site and the fact that other stories of the buildings are used by other tenants, so the land value should be allocated among the various users. (v) If there are multiple appraisers, the two closest values shall be averaged together to determine the fair market value of the unimproved space occupied by the Leased Premises. In either such case, monthly base rent for the following ten (10) year period shall be set equal to seven and 50/100 (7.50%) of said fair market value divided by 12. 2. Place of payment. Rent shall be payable at Shakopee City Hall, 129 South Holmes Street, Shakopee, Minnesota 55379, or such other place as Landlord may specify in writing from time to time. 3. Late Payment Charge. If the monthly rental payment is not received by Landlord within ten (10) days of the due date, a late payment charge of three percent(3%) of such past due amount shall become due and payable in addition to such amounts owed under this Lease. 1579304.02 3 9/25/97 3:19 PM 4. Net Lease. It is the intention and purpose of the parties that this Lease shall be an entirely "net lease" to the Landlord. Accordingly, all costs or expenses of whatever character, nature or kind, general and special, ordinary and extraordinary, foreseen or unforeseen, that may be necessary with respect to operation of the Leased Premises and any improvements thereon, or Tenant's and its subtenants' authorized use thereof during the entire term of this Lease, shall be paid by Tenant. All provisions of this Lease relating to costs and expenses and additional rent are to be construed in light of such intention and purpose to construe this lease as a"net lease." ARTICLE IV Use/Maintenance 1. Use. (a) Tenant shall have the right to use the Leased Premises for the construction and operation of retail stores or for any other lawful purpose. Tenant shall, at its sole cost and expense, procure any and all necessary permits, certificates, licenses or other authorizations required for its use of the Leased Premises. If the owner of the Leased Premises is required by law to join in any such application, Landlord shall cooperate fully with Tenant in connection with such application, but at Tenant's cost. (b) Tenant shall not use or permit upon the Leased Premises anything that might be dangerous to life or limb unless required with respect to a use permitted under this Lease. Except as expressly permitted under this Lease, Tenant shall not do anything or permit anything to be done upon the Leased Premises which would constitute a public or private nuisance or waste, or would tend unreasonably to disturb occupants of neighboring properties, or would cause structural injury to the improvements, or would cause the value or usefulness of the Leased Premises or any part thereof to diminish in any material respect. (c) Tenant shall not use or occupy the Leased Premises or permit the Leased Premises to be used or occupied contrary to any statute, rule order, ordinance, requirement or regulation applicable thereto or in a manner which would violate any certificate of occupancy affecting the same, or for illegal or immoral purposes. Tenant shall observe and comply with all conditions and requirements necessary to preserve and extend any and all rights, licenses, permits (including but not limited to zoning variances, special exemptions and nonconforming uses), privileges, franchises and concessions which are now applicable to the Leased Premises, or which have been granted to or contracted for by Tenant or Landlord in connection with any existing or presently contemplated use of the Leased Premises. (d) The designation on Exhibit D of certain areas of the Site as "public" shall be deemed a requirement of this Lease that the areas remain open to the public. 2. Repair and Replacement. Tenant shall at all times during the Lease term, and any extensions or renewals thereof and any holdover tenancy, keep each and every improvement, fixture and other component of the Leased Premises, including without limitation all rooftop HVAC units for the Retail Areas, walls, doors, window, equipment and fixtures, the sidewalk 1579304.02 4 9/25/97 3:19 PM along 1st Avenue and the Plaza between Buildings A and B in good repair and safe and working condition, and in full compliance with the requirements of all insurance coverages and with all laws, ordinances and regulations then in force, making whatever repairs and replacements may be necessary or advisable under the circumstances. 3. Waiver. Landlord shall not be liable to Tenant, any party claiming through or under Tenant, or any of their respective agents, employees, customers, or invitees, for any injury, death or property damage occurring in, on or about the Leased Premises. Tenant agrees to indemnify, hold harmless and defend Landlord harmless from and against any demand, claim, loss or damage, including costs and reasonable attorneys' fees incurred by Landlord, arising out of any such injury, death, property damage or other matter occurring in, on or about, or alleged to arise out of or in connection with the Leased Premises. ARTICLE V Payment of Taxes and Utilities 1. Tenant's Obligations. Tenant covenants and agrees to pay, before penalty attaches, when due, all real property taxes, including taxes due pursuant to any payment in lieu of taxes agreement, assessment agreement or like instrument, and installments of special assessments for public improvements due and payable with respect to the Leased Premises and any improvements thereon for and during the term of this Lease. To the extent property taxes due pursuant to a payment in lieu of taxes agreement, assessment agreement or like instrument should exceed the taxes which would otherwise be due based on the fair market value of the Leased Premises and then-existing improvements, Tenant shall at all times remain responsible to pay, and covenants with Tenant that it will pay, all such excess amounts when due, even if this Lease has been terminated or Tenant's right to possession extinguished, and Tenant hereby indemnifies Landlord against any and all such excess tax payments. The provisions of the immediately foregoing sentence shall survive termination and cancellation of this Lease. 2. Landlord's Obligations. Nothing herein shall require Tenant to pay municipal, state, or federal income taxes assessed against Landlord, Landlord's municipal, state, or federal capital levy, estate, succession, inheritance, or transfer taxes, or corporate franchise taxes imposed upon any corporate owner of the fee of the Leased Premises except, and only to the extent, such taxes are imposed in lieu of real estate taxes. 3. Mode of Payment; Tax Contest. Tenant shall pay the taxes and other charges enumerated in this Article and deliver to Landlord official receipts evidencing payment, at least five (5) days before the tax itself would become delinquent in accordance with the then applicable law governing such payments. If, however, Tenant desires to contest the validity of any tax or tax claim, it may do so without being in default hereunder, provided it gives Landlord written notice of its intention to contest the tax or claim, and, if requested by Landlord, also furnishes Landlord with a bond with a surety made by a surety company qualified to do business in the State of Minnesota, or pays cash to a recognized escrow agent equal to 125% of the amount of the tax item or items it intends to contest, conditioned to pay the tax or tax items when their validity has been determined. Tenant shall give Landlord the notice and bond (or 1579304.02 5 9/25/97 3:19 PM cash equivalent) not later than 15 days before the tax item or items it proposes to contest would otherwise become delinquent. Notwithstanding the foregoing, Tenant may not, and agrees that it will not, contest or protest the validity or amount of any tax or valuation agreed to in any payment in lieu of taxes agreement, assessment agreement or like agreement entered into to support tax increment or similar financing afforded to Landlord or Tenant, or for the benefit of the Leased Premises. 4. Proration. In the last year of the Lease the amount of such taxes due and payable by Tenant and Landlord shall be prorated based upon the days during such year that the Lease is in effect. 5. Utilities. Tenant covenants and agrees to pay, before penalty or interest attaches or is assessed, when due, all fees and charges for utility services consumed by Tenant, its subtenants or any other occupants during the full term of this Lease. ARTICLE VI Mechanics' Liens 1. No Lien. Tenant shall not subject Landlord's interest in the Leased Premises to any mechanics' or materials' liens or other lien of any kind, except to the extent that the creation of such lien or liens is specifically authorized by a provision in this Lease. Landlord is not responsible for, and shall have the right to post the Leased Premises with notices of non- responsibility for, Tenant's improvements. Tenant hereby agrees to indemnify, hold harmless and defend Landlord and its interest in the Leased Premises from and against any mechanics' and materials' liens and claims of such liens. 2. Release of Lien. Tenant shall not allow a lien or claim of any kind to be filed or claimed against Landlord's interest in the Leased Premises during the continuance of this Lease. If such lien is claimed or filed, Tenant shall notify Landlord as soon as it has knowledge of such lien and, if and when Landlord gives written notice to Tenant requiring removal of the lien from the Leased Premises, Tenant shall cause the premises to be released from the claim within 30 days after receipt of such notice from Landlord. Tenant will cause such release either by paying to the court the amount necessary to relieve and release the Leased Premises from the claim, or in any other manner which, as a matter of law, will result, within the 30 day period, in releasing Landlord and its title from the claim. In no event will Tenant permit the loss of the Leased Premises through lien foreclosure or otherwise. In the event Tenant fails timely to obtain the release of any such lien, and fails to pay into court the required amount to release the lien, then Landlord upon written notice to Tenant, may pay off or acquire the lien, and Tenant shall thereupon pay to Landlord 115% of the amount so expended by Tenant, with interest on the unpaid balance at 12% per annum (or the legal rate, if lower)until the same is paid in full. 1579304.02 6 9/25/97 3:19 PM ARTICLE VII Governing Law, Cumulative Remedies 1. Governing Law. All of the rights and remedies of the parties shall be governed by the provisions of this instrument and by the laws of the State of Minnesota. 2. Cumulative Remedies. During the continuance of the Lease, Landlord and Tenant shall have all rights and remedies which this Lease and the laws of the State of Minnesota assure to them. All rights and remedies accruing shall be cumulative; that is, either party may pursue all rights that the law and this Lease afford to it, in whatever order such party desires and the law permits without being compelled to resort to any one remedy in advance of any other. ARTICLE VIII Release/Subrogation/Liability Insurance 1. Release of Landlord. Landlord, its agents, employees and servants shall not be liable, and Tenant waives all claims for damage to property and business sustained during the term of this Lease by Tenant occurring in or about Leased Premises, resulting from the negligence of Tenant or arising out of the operation of business conducted on the Leased Premises and Tenant agrees, subject to the paragraph hereof captioned "Subrogation", to hold Landlord harmless from all claims. 2. Release of Tenant. Tenant, its agents, employees and servants shall not be liable, and Landlord waives all claims for damage to property and business sustained during the term of this Lease by Landlord occurring in or about Leased Premises, resulting from the negligence of Landlord, and Landlord agrees, subject to the paragraph hereof captioned"Subrogation", to hold Tenant harmless from all claims. 3. Liability Insurance. From and after the time the Lease commences, Tenant shall keep in full force and effect a policy or policies of insurance in the form generally known as general public liability insurance. The policies shall insure Tenant against all claims and demands made by any person or persons for injuries received in connection with the operation and maintenance of the premises, improvements, and buildings located on the Leased Premises and for any other risk insured against by such policies. Each class of policies shall be written with limits of not less than $2,000,000 per occurrence and $3,000,000 aggregate, such limits to be adjusted periodically (at least every third year) over the term of the Lease in Landlord's reasonable discretion to maintain a constant relative level of coverage over time in view of inflation and other relevant variables. All such policies shall name Tenant and Landlord, as their respective interests may appear, as the insured persons. Tenant shall promptly deliver the original or a duplicate original of each policy or policies to Landlord as soon as they are written, together with adequate evidence of the fact that the premiums are paid. 1579304.02 7 9/25/97 3:19 PM 4. Subrogation. Neither Landlord nor Tenant shall be liable to the other or anyone claiming by, through or under Tenant or Landlord, including an insurance carrier or carriers, for any damage to premises, property or business caused by any peril which is or could be covered by standard "all risk" insurance or for which either party may be reimbursed as a result of insurance coverage affecting any loss suffered by it. All of the insurance policies required hereunder pertaining to the Leased Premises shall contain an endorsement by the respective insurance carriers waiving any and all rights of subrogation against Landlord and Tenant, and Landlord and Tenant will each deliver to the other evidence of such endorsement prior to the commencement of this Lease. ARTICLE IX Casualty Insurance/Restoration of Damage 1. Tenant's Obligation. From and after the time the Lease commences, Tenant will keep insured any and all buildings and improvements constructed by Tenant upon the Leased Premises against all loss or damage by fire and windstorm, together with"all risk" coverage. The amount of insurance shall be for the full insurable value thereof, subject to usual and customary deductibles. All of the insurance policies shall include Landlord as an additional insured and shall fully protect both Landlord and Tenant, as their respective interests may appear. 2. Delivery of Policies. Tenant shall deliver to Landlord copies of all such policies along with the receipted bills evidencing payment of the premiums for them. Such policies shall provide that Landlord shall be given thirty (30) days written notice prior to cancellation of any policy. 3. Damage to Leased Premises. In the event any improvements on the Leased Premises are damaged or destroyed by fire or other casualty, Tenant shall, within ninety (90) days following such damage or destruction, commence either the repair and restoration thereof to a condition complying with current building and fire codes and otherwise suitable for Tenant's purposes or, in Tenant's sole discretion, the demolition and clearing of such damaged improvements. Any repair and restoration hereunder shall comply with the"Construction Standards" found in Article XIV hereof. No destruction or damage to any improvements on the Leased Premises by fire or other casualty shall cause a cancellation of this Lease, effect any reduction or abatement of rent, or release Tenant for liability for the full and prompt performance of all its covenants, undertakings, indemnities and other agreements under this Lease. 4. Subject to First Mortgage. The relative interests of Landlord and Tenant in any insurance proceeds under this Article IX are hereby made subordinate to the interest of the holder of the First Mortgage under the First Mortgage documents. ARTICLE X Landlord's Representations/Warranties/Covenants 1579304.02 8 9/25/97 3:19 PM Landlord represents and warrants to Tenant, as of the Commencement Date, that: (a) Landlord is lawfully seized of the Site; (b) Landlord has full right and power to enter into this Lease; (c) The Leased Premises are free from all encumbrances except the"Permitted Encumbrances" set forth in Exhibit B attached hereto and incorporated herein; (d) There are no pending or, to the knowledge of Landlord, threatened condemnation proceedings or actions affecting the Site; and (e) This Lease has been duly authorized by the City Council of the City of Shakopee and the Board of Directors of the Economic Development Authority of the City of Shakopee. ARTICLE XI Tenant's Representations/Warranties/Covenants Tenant represents, warrants and covenants that this Lease has been duly authorized by all necessary action on the part of the Board of Directors of the Tenant, and those signing the Lease on behalf of Tenant have the requisite authority to bind the Tenant to the terms and conditions of this Lease. ARTICLE XII Assignment and Subletting Tenant may not assign this Lease or sublet all or any part of the Leased Premises without the prior, written consent of Landlord. Landlord hereby consents in advance to Tenant's sublease to during the first.thirty (30) years of this Ground Lease and to Tenant's assignment to of the final ten (10) years of the Lease term. Such sublease shall not release Tenant from its obligations under this Ground Lease, but such assignment shall. shall have the right to sublet retail spaces in the Leased Premises for terms not extending beyond the expiration of this Ground Lease. ARTICLE XIII Condemnation 1. Eminent Domain; Termination. If at any time during the continuance of this Lease, a portion of the Leased Premises or the improvements located thereon is taken, appropriated or condemned by reason of eminent domain, but the Tenant elects to continue operations on the remainder, Landlord and Tenant shall divide the proceeds and awards in the 1579304.02 9 9/25/97 3:19 PM condemnation proceedings, and make other adjustments in a just and equitable manner under the circumstances. If the parties cannot agree on a just and equitable division, abatement of rent, or other adjustments within 30 days after the award has been made, the disputed matters shall, by appropriate proceedings, be submitted to arbitration in accordance with the real estate valuation arbitration rules of the American Arbitration Association. If legal title to the entire Leased Premises is wholly taken by condemnation (or if the amount taken prevents the use of the remainder left following condemnation for Tenant's purposes, as determined in Tenant's reasonable judgment), the Lease shall be terminated. 2. Appointment. Although title to the improvements placed by Tenant upon the Leased Premises will pass to Landlord at the Lease's end, for purpose of condemnation, the fact that Tenant created the improvements on the Leased Premises shall be taken into account. The deprivation of Tenant's use of the improvements shall, together with the remaining term of the Lease, be an element of evidence in determining Tenant's portion of the condemnation award. It is the general intent of this Article that, upon condemnation, the parties shall share in their awards to the extent that their respective interests are depreciated, damaged, or destroyed by the exercise of the right of eminent domain. If the condemnation is total, the condemnation award shall be allocated so that the value of the Landlord's interest, including all reversionary interests, under this Lease, is allocated to Landlord, and the value of the Leasehold estate and improvements thereon, less reversions, is allocated to Tenant, giving due consideration to the number of years remaining in the term of this Lease and the condition of the improvements at the time of condemnation. 3. Subject to First Mortgage. The relative interests of Landlord and Tenant in any condemnation awards or damages are hereby made subordinate to the interest of the holder of the First Mortgage under the First Mortgage documents. ARTICLE XIV Construction 1. Tenant's Right to Construct. Tenant may, at any time and from time to time during the term of this Lease, consistent with restrictions on nature of occupancy provided for herein, and in compliance with applicable building, fire, safety and other similar codes, rules, ordinances, regulations and laws (collectively "municipal codes"), and at Tenant's own cost expense, elect as follows: (a) to construct upon the Site two buildings, an underground garage, surface level parking lots and such other improvements as Tenant may deem advisable pursuant to the architectural plans listed on Exhibit C; (b) to alter, enlarge, remodel or improve any improvements located on the Lease Premises; and (c) so long as Tenant is also the tenant under the corresponding ground lease for residential and public areas on the Site, to demolish all or any portion of any 1579304.02 10 9/25/97 3:19 PM improvements on or hereafter constructed upon the Site and to retain or dispose of as its own all salvage therefrom. 2. Maintenance and Repair. Tenant shall at its sole cost and expense maintain or cause to be maintained in good and safe order, condition and repair during the term of this Lease all improvements and fixtures upon the Leased Premises including (subject to Tenant's rights to demolish contained herein) any improvements constructed on the Leased Premises by Tenant. Tenant shall at its sole expense promptly make all replacements, substitutions or additions to any improvements and fixtures on the Leased Premises as may be necessary from time to time to satisfy municipal codes and insurance requirements, or which are advisable for safety or health reasons under the circumstances. 3. Construction Standards. Tenant's construction during the term of this Lease shall comply with the following standards: (a) Before commencing construction or an alteration which affects structural or foundation matters, Tenant shall procure Landlord's consent to the plans and specifications therefore, which approval shall not be unreasonably withhold or delayed by Landlord; (b) Tenant shall employ first quality workmanship and new materials for all new construction; (c) Should Landlord so request, Tenant shall prepare a sworn construction statement for any new construction or alterations, and shall provide appropriate lien waivers to Landlord as each item of construction is completed; (d) Should Landlord so request, Tenant shall demonstrate to Landlord's reasonable satisfaction that Tenant has the financial capacity to pay for all construction/ alteration costs shown in any such sworn construction statement; and (e) Should Landlord so request, at the conclusion of construction of the initial improvements, Tenant shall obtain for Landlord an owner's policy of title insurance for a value of$ million (or an endorsement to Landlord's existing policy), insuring Landlord and its estate against any mechanics' or materialmen's liens. 4. Title to Improvements. Tenant shall at all times during the term of this Lease have title to the buildings and improvements which Tenant makes or installs in, on or under the Leased Premises. Upon the expiration, termination or forfeiture of this Lease by any cause whatsoever except the purchase of the Leased Premises by Tenant, title to the buildings and other improvements located on the Leased Premises (excluding Tenant's personal property, equipment and trade fixtures) shall automatically vest in Landlord. 5. Insurance. During the period of any construction or alterations on the Leased Premises, Tenant shall maintain in full force and effect, on a completed value basis, insurance 1579304.02 1 1 9/25/97 3:19 PM coverage on any such work in the form of"Builder's Risk" or other comparable coverage. Tenant shall also maintain during any period of construction on the Leased Premises such insurance as will protect Tenant from claims under workers' compensation laws which are applicable to the work to be performed. Such policies of insurance shall be written in a manner consistent with Articles VIII and IX hereof. 6. Waiver. All of the provisions of this Section XIV.3 are for the benefit of Landlord, and Landlord may waive or excuse the performance of any provision, in any instance, it being expressly agreed that a waiver by Landlord in any one instance shall not be deemed a continuing waiver or a waiver in any other instance, and that any waiver must be expressed in writing (there being no implied waivers). ARTICLE XV Environmental Matters 1. Definition. For purposes of this Lease, "hazardous substances" means: (i) "hazardous substances" or"toxic substances" as those terms are defined by the Comprehensive Environmental Response, Compensation, and Liability Act(CERCLA), 42 U.S.C. § 9601, et seq., or the Hazardous Materials Transportation Act, 49U.S.C. § 1801, et seq., both as amended to and after this date; (ii) "hazardous wastes," as that term is defined by the Resource Conservation and Recovery Act("RCA"), 42 U.S.C. § 6901, et seq., as amended to and after this date; (iii) any pollutant or contaminant or hazardous, dangerous, or toxic chemicals, materials, or substances with the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement(including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste substance or material, all as amended to and after this date; (iv) crude oil or any fraction of it that is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (v) any radioactive material, including any source, special nuclear, or by-product material as defined at 42 U.S.C. §2011, et seq., as amended to and after this date; (vi) asbestos in any form or condition; and (vii) polychlorinated biphenyl's (PCBs) or substances or compounds containing PCBs. 2. Landlord's Representation and Warranty. To Landlord's best knowledge: (i) there are no hazardous substances on, in or under the Site; (ii) there are no underground storage tanks located on the Site and (iii) there are no wells (as the term "wells" is defined in Minnesota Statutes Chapter 1031) located on the Site, whether in use, not in use or sealed. 3. Tenant's Covenant and Warranty. Tenant, on behalf of itself and all its subtenants, and their respective agents, employees, contractors, suppliers, customers and invitees, represents, warrants and covenants to Landlord that: (a) Tenant will cause the Leased Premises at all times to be and remain in compliance with all applicable laws, ordinances, regulations, orders and decrees relating to public health and safety and protection of the environment, including those statutes, laws, regulations, and ordinances identified in Section XV.1, all as 1579304.02 12 9/25/97 3:19 PM amended and modified from time to time (collectively, "environmental laws"). Tenant agrees to obtain and keep in effect all governmental permits and approvals relating to the use or operation of the Leased Premises and any improvements thereon required by applicable environmental laws, and Tenant agrees to comply with the terms of the same. (b) Tenant will not cause or permit to occur any generation, manufacture, storage, treatment, transportation, release, or disposal of any hazardous substance on, in, under, about or from the Leased Premises except in small quantities required for the conduct of the retail businesses of those claiming under Tenant, and then pursuant to handling practices permitted by law. If Tenant, or anyone claiming under Tenant, or any of their respective employees, agents, contractors, suppliers or invitees causes, contributes to or aggravates any release or disposal of any hazardous substance on, in, under or about the Leased Premises, Tenant, at its own cost and expense, will immediately take such action as is necessary to detain the spread of and remove the hazardous substance to the satisfaction of Landlord and the appropriate governmental authorities. (c) Tenant will immediately notify Landlord and provide copies upon receipt of all written complaints, claims, citations, demands, inquirers, reports, or notices relating to compliance with environmental laws. Tenant will, at its sole cost, promptly cure and have dismissed with prejudice any such actions, and will keep the Leased Premises free of any lien imposed pursuant to any environmental laws. (d) Landlord shall have the right at all reasonable times and from time to time to conduct environmental audits of the Leased Premises, and Tenant will, and will cause its subtenants to, cooperate in the conduct of those audits. (e) If Tenant breaches or fails to comply with any of the foregoing warranties, representations, and covenants, Landlord may cause the removal (or other cleanup acceptable to Landlord) of any hazardous substances from the Leased Premises. The costs of such hazardous material removal and any other cleanup, including transportation and storage costs, will be additional rent under this Lease, whether or not a court or administrative agency has ordered the cleanup, due and payable on Landlord's demand. Tenant hereby grants Landlord, its employees, agents and contractors, access to the Leased Premises to remove or otherwise cleanup any such hazardous substances. 4. Survival. The foregoing representations, warranties, covenants, agreements and indemnification of Sections 1(a) through (g) of this Article XV shall be deemed continuing covenants, indemnifications, representations and warranties for the benefit of the parties, including but not limited to any subsequent owner or purchaser, mortgagee, or transferee of the title, and shall survive the expiration, termination, satisfaction or release of this Lease. 1579304.02 13 9/25/97 3:19 PM ARTICLE XVI Default 1. Default by Tenant. Subject to the notice and cure provisions of Section 3 of this Article XVI, the following shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay rent or any other charge or reimbursement due under this Lease within ten (10) days after receipt of notice from Landlord notifying Tenant of the payment default; (b) Tenant shall fail to comply with any term, provision or covenant of this Lease, other than the payment of rent within thirty (30) days after having received notice of such default; (c) Tenant shall file a petition or be adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law or a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant; or(d) Tenant shall make a transfer in fraud of creditors or shall make an assignment for the benefit of creditors. If there is an event of default by Tenant under this Lease, Landlord may terminate this Lease or Landlord may re-enter upon any part of the Leased Premises and the improvements situated on it, without terminating the Lease, either with or without process of law, Tenant waiving any demand for possession of the Leased Premises and any improvements situated thereon. Landlord shall also have all other remedies provided by law or in equity and this instrument. Immediately upon termination of the term, at Landlord's election or in any other way, Tenant shall peaceably surrender and deliver up the Leased Premises, all subleases, and security deposits to Landlord, or its agent or attorney, consistent with the provisions of this Lease. 2. Payment by Tenant Upon Re-entry. Upon any such re-entry, whether or not Landlord shall terminate this Lease, Tenant shall pay to Landlord upon demand: (a) all base rent, additional rent and any other amount due to Landlord at the time of such re-entry; (b) all costs and expenses incurred by Landlord to effect such re-entry, including, without limitation, reasonable attorneys' fees; (c) all costs to repair the Leased Premises and any improvements thereon and remodel the same for reletting; and (d) any and all expenses incurred by Landlord in paying the obligations or curing the defaults of Tenant as a subLandlord under any subleases (hereinafter collectively the "Reentry Costs"). No such re-entry shall be deemed a termination of this Lease unless Landlord notifies Tenant in writing that this Lease is terminated; and any such termination shall be effective only as of the date set forth in such notice. 3. Reletting on Tenant's Behalf. Following any re-entry, Landlord may, if it does not terminate this Lease, relet the Leased Premises or any part thereof for the account of Tenant for such term or terms (whether longer or shorter than the unexpired term of this Lease), at such rent and upon such conditions and covenants as Landlord in its sole discretion, may reasonably deem advisable. Upon each such reletting, all rent received by Landlord shall be applied to the following obligations of Tenant to the extent not then satisfied: first, to Re-entry Costs; second, to any additional costs and expenses incurred by Landlord in reletting the Leased Premises or improvements including, without limitation, the costs of reasonable brokers' and attorneys' fees; third, to the payments of base rent, additional rent and liquidated damages unpaid and due to Landlord at the time of such reletting; fourth, to any other unpaid amount then due from Tenant 1579304.02 14 9/25/97 3:19 PM to Landlord; and the balance, if any, shall be held by Landlord and applied in payment of base rent, additional rent and other Lease charges as the same shall become due hereunder. 4. Default by Landlord. In the event of a default by Landlord, Tenant shall have the right to cure the default and assess Landlord with the reasonable costs of such cure, together with interest at the rate of 12% per annum. Landlord shall not be declared in default until the violation continues for 30 days after Tenant gives Landlord written notice thereof. 5. Emergency Action. Nothing contained herein shall be construed as precluding either Landlord or Tenant from having any other remedy that may be necessary to preserve their respective rights and interests in the Leased Premises, the improvements thereon and this Lease, even before expiration of the grace or notice periods provided for in this Article, if under the then existing circumstances the allowance of the grace or the giving of the notice would prejudice or endanger such rights and interests. ARTICLE XVII Costs of Enforcement If, at any time, either party is required to enforce this Lease or to defend any action arising out of the facts connected with or caused by reason of this Lease or occupancy of the Leased Premises, the party seeking enforcement or defending an action, if successful, shall be entitled to payment by the other party of all court costs and reasonable attorneys' fees incurred or expended in conducting the defense or in enforcing the terms of this Lease. ARTICLE XVIII Quiet Enjoyment So long as Tenant keeps and performs all of its covenants and conditions under this Lease, it shall have quiet, undisturbed, and continued possession of the premises, free from all claims against Landlord and all persons claiming under, by or through Landlord, subject only to the Permitted Encumbrances. ARTICLE XIX Personal Property It is possible that certain fixtures, furnishings and equipment to be installed by the Tenant in the Leased Premises are or may be either leased by the Tenant or purchased by the Tenant from a Landlord or conditional seller, otherwise hypothecated to a"Third Party." Therefore, all of such hypotheticated fixtures, furnishings and equipment installed by the Tenant in the Leased Premises shall at all times be and remain personal property, regardless of the method in which the property of the Tenant and/or such"Third Party" is attached or fixed to the Leased Premises. The Landlord specifically agrees that its rights, if any in such fixtures, furnishings and equipment shall at all times be subject and subordinate to the rights of any such"Third Party," it 1579304.02 15 9/25/97 3:19 PM being specifically agreed by the Landlord that any such"Third Party" shall have the right to remove the fixtures, furnishings or equipment from the Leased Premises in the event of the default of the Tenant in complying with any agreement relating to such fixtures, furnishings and equipment, on the condition that the"Third Party" or Tenant shall promptly repair any damage caused to the Leased Premises by any such removal at its expense. Landlord shall execute any reasonable additional waivers, consents or other documents required by Tenant or any such "Third Party" solely to effectuate the terms of this paragraph. 1579304.02 16 9/25/97 3:19 PM ARTICLE XX Leasehold Mortgages 1. Definitions. (a) The term "Institutional Investor" as used in this Article shall refer to a savings bank, savings and loan association, commercial bank, investment bank, trust company, credit union, insurance company, college, university, real estate investment trust or pension fund. The term "Institutional Investor" shall also include other lenders of substance which perform functions similar to any of the foregoing. (b) The term "Leasehold Mortgage" as used in this Article shall include a properly- recorded mortgage, a deed of trust, a deed to secure debt, or other security instrument by which Tenant's Leasehold Estate is mortgaged, conveyed, assigned, or otherwise transferred, to secure a debt or other obligation; all Leasehold Mortgages authorized under this Article are subordinate to Landlord's estate in the Leased Premises. (c) The term "Leasehold Mortgagee" as used in this Article shall refer to a holder of a Leasehold Mortgage in respect to which the notice provided for by paragraph 2 of this Article has been given and received and as to which the provisions of this Article are applicable. 2. Leasehold Mortgage Authorized. Subject to Article XII, on one or more occasions without Landlord's prior consent Tenant may take back a Purchase Money Leasehold Mortgage upon a sale and assignment of the Leasehold Estate created by this Lease or may mortgage or otherwise encumber Tenant's Leasehold Estate to an Institutional Investor (as hereinafter defined), under one or more Leasehold Mortgages and assign this Lease as security for such Mortgage or Mortgages. 3. Notice to Landlord of Existence of Leasehold Mortgage. (a) If Tenant shall, on one or more occasions, take back a Purchase Money Leasehold Mortgage upon a sale and assignment of the Leasehold Estate or shall mortgage Tenant's Leasehold Estate to an Institutional Investor, and if the holder of a properly-recorded Leasehold Mortgage shall provide Landlord with notice of such Leasehold Mortgage together with a true copy of such Leasehold Mortgage and the name and address of the Mortgagee, Landlord and Tenant agree that, following receipt of such notice by Landlord, the provisions of this Article shall apply in respect to each such Leasehold Mortgage. In the event of any assignment of a Leasehold Mortgage or in the event of a change of address of a Leasehold Mortgagee or of an Assignee of such Mortgage, notice of the new name and address shall be provided to Landlord. 1579304.02 17 9/25/97 3:19 PM (b) Landlord shall promptly upon receipt of a communication purporting to constitute the notice provided for by subparagraph 2(a) above acknowledge by an instrument in recordable form receipt of such communication as constituting the notice provided for by subparagraph 2(a) above, or in the alternative, notify the Tenant and the Leasehold Mortgagee of the rejection of such communication as not conforming with the provisions of subparagraph 2(a) and specify the specific basis of such rejection. (c) After Landlord has received the notice provided for by subparagraph 2(a) above, the Tenant, upon being requested to do so by Landlord, shall with reasonable promptness provide Landlord with copies of the note or other obligation secured by such Leasehold Mortgage as specified by the Landlord. If requested to do so by Landlord, the Tenant shall thereafter also provide the Landlord from time to time with a copy of each amendment or other modification or supplement to such instruments. From time to time upon being requested to do so by Landlord, Tenant shall also notify Landlord of the date and place of recording and other pertinent recording data with respect to such instruments as have been recorded. 4. Consent of Leasehold Mortgagee Required. No cancellation, surrender or modification of this Lease shall be effective as to any Leasehold Mortgagee unless consented to in writing by such Leasehold Mortgagee and consent to reasonable modifications shall not to be unreasonably withheld or delayed. 5. Notice of Default by Tenant. Landlord, upon providing Tenant any notice of: (i) default under this Lease, or (ii) a termination of this Lease, shall at the same time provide a copy of such notice to every Leasehold Mortgagee. No such notice by Landlord to Tenant shall be deemed to have been duly given unless and until a copy thereof has been so provided to every Leasehold Mortgagee. From and after such notice has been given to a Leasehold Mortgagee, such Leasehold Mortgagee shall have the same period, after the giving of such notice upon it, for remedying any default or acts or omissions which are the subject matter of such notice or causing the same to be remedied, as is given Tenant after the giving of such notice to Tenant, plus in each instance, the additional periods of time specified in paragraphs 6 and 7 of this Article to remedy, commence remedying or cause to be remedied the defaults or acts or omissions which are the subject matter of such notice specified in any such notice. Landlord shall accept such performance by or at the instigation of such Leasehold Mortgagee as if the same had been done by Tenant. Tenant authorizes each Leasehold Mortgagee to take any such action as such Leasehold Mortgagee's option and does hereby authorize entry upon the Leased Premises, subject to the terms of this Lease, by the Leasehold Mortgagee for such purpose. 6. Additional Cure Periods for Leasehold Mortgagees. Anything contained in this Lease to the contrary notwithstanding, if any default shall occur which entitles Landlord to terminate this Lease, Landlord shall have no right to terminate this Lease unless, following the expiration of the period of time given Tenant to cure such default or the act or omission which gave rise to such default, Landlord shall notify every Leasehold Mortgagee of Landlord's intent to so terminate at least 30 days in advance of the proposed effective date of such termination if such default is capable of being cured by the payment of money or at least 45 days in advance in 1579304.02 18 9/25/97 3:19 PM the case of a default or non-monetary requirements. The provisions of paragraph 7 below of this Article shall apply if, during such 30 or 45 day termination notice period, any Leasehold Mortgagee shall: (i) notify Landlord of such Leasehold Mortgagee's desire to nullify such notice, and (ii) pay or cause to be paid all rent, additional rent, and other payments then due and in arrears as specified in the termination notice to such Leasehold Mortgagee and which may become due during such 30 day period, and (iii) comply or in good faith, and reasonable diligence and continuity, commence to comply with all non-monetary requirements of this Lease then in default, provided however, that such Leasehold Mortgagee shall not be required during such 45 day period to cure or commence to cure any default consisting of Tenant's failure to satisfy and discharge any lien, charge or encumbrance against the Tenant's interest in this Lease or the Leased Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee. 7. Procedure on Default. (a) If Landlord shall elect to terminate this Lease by reason of any default of Tenant, and a Leasehold Mortgagee shall have proceeded in the manner provided for by paragraph 6 of this Article, the specified date for the termination of this Lease as fixed by Landlord in its termination notice shall be extended for a period of six months, provided that such Leasehold Mortgagee shall, during such six month period: (i) Pay or cause to be paid the rent, additional rent and other monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's other obligations under this Lease, excepting obligations of Tenant to satisfy or otherwise discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Leased Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee; and (ii) if not enjoined or stayed, take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the Leasehold Mortgagee or other appropriate means and prosecute the same to completion with due diligence. (b) If at the end of such six (6) month period such Leasehold Mortgagee is complying with subparagraph 7(a), this Lease shall not then terminate, and the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee proceeds to complete steps to acquire to sell Tenant's interest in this Lease by foreclosure of the Leasehold Mortgagee or by 1579304.02 19 9/25/97 3:19 PM other appropriate means with reasonable diligence and continuity. Nothing in this paragraph 7 of this Article, however, shall be construed to extend this Lease beyond the original term, nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (c) If a Leasehold Mortgagee is complying with subparagraph 7(a) of this Article, upon the acquisition of Tenant's Estate herein by such Leasehold Mortgagee or its designee or any other purchaser at a foreclosure sale or otherwise and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the Leased Premises which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. (d) For the purposes of this Article, the making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or of the Leasehold Estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of this Lease or the Leasehold Estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder, but the purchaser at any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee of this Lease and of the Leasehold Estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage shall be deemed to be an assignee or transferee within the meaning of this Article, and shall be deemed to have agreed to perform all of the above terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the date of such purchase and assignment. If the Leasehold Mortgagee or its designee shall become holder of the Leasehold Estate and if the buildings and improvements on the premises shall have been or become materially damaged on, before or after the date of such purchase and assignment, the Leasehold Mortgagee or its designee shall be obligated to repair, replace or reconstruct the building or other improvements only to the extent of the net insurance proceeds received by the Leasehold Mortgagee or by its designee by reason of such damage. However, should such net insurance proceeds be insufficient to repair, replace or reconstruct the building or other improvements to the extent required by Article IX, and should the Leasehold Mortgagee or its designee choose not to fully reconstruct the building or other improvements at least to the extent of the available insurance proceeds, such failure shall constitute an event of default under this Lease. 1579304.02 20 9/25/97 3:19 PM (e) Any Leasehold Mortgagee or other acquirer of the Leasehold Estate of Tenant pursuant to the foreclosure, assignment in lieu of foreclosure or other proceedings may, upon acquiring Tenant's Leasehold Estate, without further consent of Landlord, sell and assign the Leasehold Estate on such terms and to such persons and organizations as are acceptable to such Mortgagee or acquirer and thereafter be relieved of all obligations under this Lease, provided that such assignee has delivered to Landlord its written agreement assuming and agreeing to be bound by all of the covenants, agreements, undertakings and indemnities of the Tenant under this Lease, and the assignee has a net worth at least equal to $3,000,000.00, reckoned by the value of the U.S. dollar in 1997. (f) Notwithstanding any other provisions of this Lease, any sale of this Lease and of the Leasehold Estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignment or transfer of this Lease and of the Leasehold Estate hereby created in lieu of the foreclosure of any Leasehold Estate shall be deemed to be a permitted sale, transfer or assignment of this Lease and of the Leasehold Estate hereby created. 8. Leasehold Mortgagee Need Not Cure Certain Defaults. Nothing herein contained shall require any Leasehold Mortgagee or its designee as a condition to its exercise of right hereunder to cure any non-monetary default of Tenant not reasonably susceptible of being cured by such Leasehold Mortgagee or its designee, including but not limited to the default referred to in provisions of this Lease relating to bankruptcy and insolvency and any other sections of the Lease which may impose conditions of default not susceptible to being cured by a Leasehold Mortgagee, or a subsequent owner of the Leasehold Estate through foreclosure, in order to comply with provisions of paragraphs 6 or 7 of this Article. 9. Eminent Domain. Tenant's share of the proceeds arising from an exercise of the power of Eminent Domain shall, subject to the provisions of such Article be disposed of as provided for by any Leasehold Mortgagee. 10. Casualty Loss. A standard mortgagee clause naming each Leasehold Mortgagee may be added to any and all insurance policies required to be carried by Tenant hereunder on condition that the insurance proceeds are to be applied in the manner specified in this Lease and the Leasehold Mortgage shall so provide; except that the Leasehold Mortgage may provide a manner for the disposition of the proceeds, if any, otherwise payable directly to the Tenant and not dedicated to repair or replacement costs (but not such proceeds, if any, payable jointly to the Landlord and Tenant) pursuant to the provisions of this Lease. 11. Legal Proceedings. Tenant shall give each Leasehold Mortgagee prompt notice of any arbitration or legal proceedings between Landlord and Tenant involving obligations under this Lease. Each Leasehold Mortgagee shall have the right to intervene in any such proceedings and the parties hereto do hereby consent to such intervention. In the event that any Leasehold Mortgagee shall not elect to intervene, Landlord shall give the Leasehold Mortgagee notice of, and a copy of any award or decision made in any such proceedings, which shall be binding on all Leasehold Mortgagees not intervening after receipt of notice or arbitration. 1579304.02 21 9/25/97 3:19 PM 12. No Merger. So long as any Leasehold Mortgage is in existence, unless all Leasehold Mortgagees shall otherwise expressly consent in writing, the fee title to the Leased Premises and the Leasehold Estate of Tenant therein created by this Lease shall not merge but shall remain separate and distinct, notwithstanding the acquisition of said fee title and said Leasehold Estate by Landlord or by Tenant or by a third party, by purchase or otherwise. 13. Estoppel Certificates. Landlord shall, without charge, at any time and from time to time hereafter, within 10 days after written request of Tenant to do so, certify by written instrument duly executed and acknowledged to any Mortgagee or purchaser, or proposed Mortgagee or proposed purchaser, or any other person, firm or corporation specified in such request; (a) as to whether this Lease has been supplemented or amended, and if so, the substance and manner of such supplement or amendment; (b) as to the validity and force and effect of this Lease, in accordance with its tenor; (c) as to the existence of any default hereunder; and (d) as to the commencement and expiration dates of the term of this Lease. Any such certificate may be relied upon by the Tenant and any other person, firm or corporation to whom the same may be exhibited or delivered, and the contents of such certificate shall be binding on the Landlord. 14. Notices. Notices from Landlord to the Leasehold Mortgagee shall be mailed to the address furnished Landlord pursuant to paragraph 2 of this Article, and those from the Leasehold Mortgagee to Landlord shall be mailed to the address designated pursuant to the provisions of Article XXIII hereof. Such notices, demands and requests shall be given in the manner described in Article XXIII and shall in all respects be governed by the provisions of that Article. 15. Erroneous Payments. No payment made to Landlord by a Leasehold Mortgagee pursuant to Landlords' wrongful, improper or mistaken notice or demand shall constitute agreement that such payment was in fact due, and the Leasehold Mortgagee shall be entitled to the return of any such payment or portion thereof provided he shall have made demand therefor not later than three (3) months after the date of its payment. ARTICLE XXII Miscellaneous 1. Force Majeure. If Landlord or Tenant is delayed, hindered, or prevented from performing any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive government laws or regulations, riots, insurrection, war, or other reason beyond its control, then performance of the act shall be excused for the period of the delay. In that event, the period for the performance of the act shall be extended for a period equivalent to the period of the delay. 2. Estoppel Certificates. Either party shall, without charge, at any time and from time to time hereafter, within twenty (20) days after the others' written request of the other, certify by instrument duly executed and acknowledged to any mortgagee or purchaser or 1579304.02 22 9/25/97 3:19 PM proposed mortgagee or proposed purchaser, or any other person, firm, or corporation specified in the request as to: (a) Whether this Lease has been supplemented or amended, and, if so, the substance and manner of the supplement or amendment; (b) The validity and force and effect of this Lease, in accordance with its tenor as then constituted; (c) The existence of any default thereunder; (d) The existence of all claims or defenses on the part of the party giving the certificate; (e) The commencement and expiration dates of the term of this Lease; and (f) The amount of rent and other charges currently due under the Lease. 3. Short Form of Lease. Either party shall, at any time, at the other's request, promptly execute duplicate originals of an instrument, in recordable form, which shall constitute a short form of lease. This will set forth a description of the Leased Premises, the term of this Lease, and any other portion thereof, except for the rental provisions, reasonably requested by either party and customarily contained in such instruments. 4. Income Tax Deductions and Credits. So long as this Lease remains in full force and effect, only Tenant may take deductions and credits on its tax returns for the buildings, structures, improvements, changes, alterations, repairs, additions and installations, and for their depreciation or cost recovery. 5. Covenants Running with Land; Binding Effect. All covenants, conditions, and obligations contained herein or implied by law are covenants running with the land and shall attach and bind and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors, and assigns, except as otherwise provided herein. 6. Non-waiver. No waiver of a breach of any covenant in this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. No delay or failure in one instance by either party to exercise any right under this Lease, and no partial or single exercise of that right, shall constitute a waiver of that or any other right or in any other instance, unless otherwise expressly provided herein. 7. Holding Over. If Tenant shall remain in possession of the Leased Premises after the expiration or other termination of this Lease, Tenant shall be deemed a Tenant of the Leased Premises from month to month and subject to all the terms and provisions of this Lease, except only as to the term of this Lease, and that rent shall be 125% of the rent due and payable under the terms of the Lease immediately prior to termination. 1579304.02 23 9/25/97 3:19 PM 8. Written Modifications. No modification, release, discharge, or waiver of any provision hereof shall be of any force, effect or value unless signed in writing by the party foregoing its rights, or such party's duly authorized agent or attorney. 9. Entire Agreement. This instrument contains the entire agreement between parties as of this date. There are no collateral agreements between Landlord and Tenant, stipulations, promises, or undertakings whatsoever upon the respective parties in any way touching the subject matter of this instrument which are not expressly contained in it. 10. Notices. All notices between the parties in connection with this Lease shall be in accordance with its terms. Notice shall be given by registered or certified mail, deposited in the United States mails with postage prepaid. The notices shall be addressed as follows: For Landlord: City of Shakopee and Economic Development Authority of the City of Shakopee 129 South Holmes Street Shakopee, MN 55379 Attention: City Manager For Tenant: Scott County Housing and Redevelopment Authority 16049 Southeast Franklin Trail, #104 Prior Lake, MN 55372 Attention: Either party may change the place for giving notice by written notice in the manner set forth in this Article. 12. Joint Liability. Subject to the provisions of Subsection XXII.4, if the parties upon either side (Landlord and Tenant) consist of more than one person, such persons shall be jointly and severally liable on their covenants in this Lease. 13. Liability Continued. All references to Landlord and Tenant mean the legal entities who, from time to time, occupy the positions, respectively, of Landlord and Tenant. However, this shall not be construed as relieving a person of any liability incurred by reason of or in connection with its having been Landlord or Tenant at one time. 14. Headings. Headings in this Lease are for convenience and reference only and shall not be used to interpret or construe its provisions. 15. Time of Essence. Time is expressly declared to be of the essence of this Lease. 1579304.02 24 9/25/97 3:19 PM 16. Landlord-Tenant Relationship Only. The relationship between the parties is that of Landlord and Tenant only. The parties are not partners,joint venturers, debtor/creditor, or any other relation other than Landlord and Tenant. Landlord and Tenant specifically acknowledge that all statutory proceedings regulating the relationship of a Landlord and Tenant respecting collection of rent or possession of the premises, apply to this Lease. IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and seals, the day and year above written. LANDLORD: Economic Development Authority of the City of Shakopee By: Its: and By: Its: City of Shakopee By: Its: Mayor and By: Its: City Manager/Administrator TENANT: Scott County Housing and Redevelopment Authority By: Its: and By: Its: 1579304.02 25 9/25/97 3:19 PM STATE OF MINNESOTA ) ) COUNTY OF ) The foregoing was acknowledged before me this day of , 1997, by and , the and of the Economic Development Authority of the City of Shakopee, on its behalf. Notary Public My Commission Expires STATE OF MINNESOTA ) ) COUNTY OF ) The foregoing was acknowledged before me this day of October, 1997, by and , the Mayor and City Manager/Administrator of the City of Shakopee, on its behalf. Notary Public My Commission Expires STATE OF MINNESOTA ) ) COUNTY OF ) The foregoing was acknowledged before me this day of October, 1997, by and , the and of the Scott County Housing and Redevelopment Authority, on its behalf. Notary Public My Commission Expires List of Exhibits: A Legal Description B Permitted Encumbrances C List of Architectural Drawings D Retail/Residential/Public Areas 1579304.02 26 9/25/97 3:19 PM S. , CITY OF SHAKOPEE Memorandum TO: Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development-Environmental Assessment Worksheet (EAW) MEETING DATE: September 30, 1997 ITEM NO.: 5.a. Introduction: The City Council is presented with 3 items for review in connection with the proposed East Dean Lake Planned Unit Development (PUD). These items are; 1. A request to make a negative declaration on the need for an environmental impact study(EIS)for the project; 2. A request for approval of the rezoning of the property to R-1A and R-1B from I-1 (Light Industrial); 3. A request to approve a PUD overlay zone for the East Dean Lake project. The second and third requests are contingent upon the City Council making a negative declaration on the need for an EIS. If the Council finds that there are significant environmental impacts warranting an EIS, then it may not make any final decisions that would vest rights to proceed in the applicants. Discussion: Notice of the EAW for the East Dean Lake project was published in the June 30th EQB Monitor, as well as published in the City's official newspaper. The review and comment period thus officially closed on July 30, 1997. Despite that closing date, and in keeping with past practice, staff has accepted and is responding to comment received after July 30, 1997. Copies of the comment letters that were received, as well as the responses from the City have been attached as Exhibit A. The Minnesota Environmental Quality Board (EQB)guidelines for EAWs state that an EIS shall be ordered for a project that has the potential for significant environmental effects. In deciding whether a project has the potential for significant effects, the RGU compares the effects that are reasonably expected from the project with the following criteria: edlkeaw/RML 1 A. Type, extent and reversibility of environmental effects. B. Cumulative potential effects of related or anticipated future projects. C. The extent to which environmental effects are subject to mitigation by ongoing public regulatory authority. D. The extent to which environmental effects can be anticipated and controlled as a result of other environmental studies undertaken by public agencies or the public proposer or of EIS's previously prepared. The RGU must apply the criteria to the factual information contained in the EAW, the comments received on the EAW and the responses to the comments. After reviewing the four criteria, staff proposes the following findings: A. Type, extent and reversibility of environmental effects. Finding: Based on the information contained in the EAW and the comments received from reviewing agencies, there do not seem to be any significant environmental effects that will result from this project. The environmental effects of the proposed project can be adequately controlled by existing official controls. The land use is consistent with the City of Shakopee's Comprehensive Plan. B. Cumulative potential effects of related or anticipated future projects. Finding: The applicant has not identified any future expansions of this development. The area surrounding the proposed project is not currently within the City's MUSA currently, and is not staged for inclusion in MUSA in the current Comprehensive Plan C. The extent to which environmental effects are subject to mitigation by ongoing public regulatory authority. Finding: The City of Shakopee has development standards that address groundwater and surface waters. Moreover, the proposed project is subject to the City of Shakopee's planned unit development ordinance, subdivision and zoning ordinances, which provides the City ample opportunity to further regulate the proposed use. As a part of the subdivision review process, comments and concerns submitted by reviewing agencies can be specifically addressed through the City's approval process. D. The extent to which environmental effects can be anticipated and controlled as a result of other environmental studies undertaken by public agencies or the public proposer or of EIS's previously prepared. edlkeaw/RML 2 Finding: The performance standards contained in the PUD ordinance, subdivision ordinance, zoning ordinance and building code have evolved over time to mitigate the potential impacts that can result from this type of development, and should be sufficient to insure protection of the environment. Alternatives: 1. Offer and approve, as presented, Resolution No. 4750, A Resolution Making a Negative Declaration on the Need for an Environmental Impact Statement for the proposed East Dean Lake PUD. 2. Offer and approve, with revisions, Resolution No. 4750, A Resolution Making a Negative Declaration on the Need for an Environmental Impact Statement for the proposed East Dean Lake PUD. 3. Make a positive declaration on the need for an EIS, and direct staff to prepare the appropriate resolution.. 4. Table the decision on the need for an EIS. Recommendation: Staff recommends Alternative No. 1. Action Requested: Offer and approve Resolution No. 4750, A Resolution Making a Negative Declaration on the Need for an Environmental Impact Statement for the proposed East Dean Lake PUD. R. Michael Leek Community Development Director edlkeaw/RML 3 RESOLUTION NO. 4750 A RESOLUTION MAKING A NEGATIVE DECLARATION ON THE NEED FOR AN ENVIRONMENTAL IMPACT STATEMENT FOR THE PROPOSED EAST DEAN LAKE PUD WHEREAS, the proposed East Dean Lake PUD required the preparation of an Environmental Assessment Worksheet (EAW); and WHEREAS, the City of Shakopee is the Responsible Governmental Unit (RGU) for preparation of the EAW; and WHEREAS, the City of Shakopee has prepared an EAW for the proposed project which was published, distributed and commented on in accordance with Minnesota Statutes, Chapter 116D and 4410 of the Minnesota Rules; and WHEREAS, the City of Shakopee has reviewed all comments received regarding the EAW; and WHEREAS, the City Council has made the following findings relative to the proposed project; 1. Based on the information contained in the EAW and the comments received from reviewing agencies, there do not seem to be any significant environmental effects that will result from this project. The environmental effects of the proposed project can be adequately controlled by existing official controls. The land use is consistent with the City of Shakopee's Comprehensive Plan. 2. The applicant has not identified any future expansions of this development. The area surrounding the proposed project is not currently within the City's MUSA currently, and is not staged for inclusion in MUSA in the current Comprehensive Plan 3. The City of Shakopee has development standards that address groundwater and surface waters. Moreover, the proposed project is subject to the City of Shakopee's planned unit development ordinance, subdivision and zoning ordinances, which provides the City ample opportunity to further regulate the proposed use. As a part of the subdivision review process, comments and concerns submitted by reviewing agencies can be specifically addressed through the City's approval process. edlkeaw/RML 4 4. The performance standards contained in the PUD ordinance, subdivision ordinance, zoning ordinance and building code have evolved over time to mitigate the potential impacts that can result from this type of development, and should be sufficient to insure protection of the environment. NOW, THEREFORE, BE IT RESOLVED by the Shakopee City Council that there is no need for an Environmental Impact Statement and a negative declaration is hereby made on the proposed East Dean Lake PUD. Adopted in session of the City Council of the City of Shakopee, Minnesota, held this day of , 1997. Mayor of the City of Shakopee ATTEST: City Clerk Prepared by: The City of Shakopee 129 S. Holmes St. Shakopee, MN 55379 edlkeaw/RML 5 Exhibit A: Review Letters edlkeaw/RML 6 440„„„ �P.40F MINOr9Minnesota Department of Natural Resources O m9U aOJT500 Lafayette Road , _,ye St. Paul. Minnesota 55155-40_ 10 j�; e'?(� INED �F NANRP� L LYJ AUG 4 1997 July 30, 1997 "a"'..' Michael Leek Community Development Director City of Shakopee 129 Holmes Street Shakopee, MN 55379 RE: East Dean Lake Residential Planned Unit Development (PUD) Environmental Assessment Worksheet (EAW) Dear Mr. Leek: The Department of Natural Resources (DNR) has reviewed the EAW for the East Dean Lake Residential PUD project. We offer the following comments for your consideration. Item 11a, Fish and Wildlife Resources, does not provide a description of Deans Lake. Deans Lake is a 223 acre Type IV wetland. It is subject to winter kill and is not managed as a fishery. In addition, review of Figure 6 indicates that numerous wetlands will end up being either completely or partially surrounded by residential lots. The loss of upland natural cover, adjacent to the wetlands, will result in the degradation of wetland habitat value. Item 11b, Ecologically Sensitive Resources, does not indicate contact occurring with the DNR Natural Heritage and Nongame Wildlife Program for a search of their database for records of ecologically sensitve resources in the project vicinity. Such a database search is recommended in the EQB publication EAW Guidelines. Please contact Sharron Nelson, Assistant Database Manager, at (612) 296-8324 for further information on conducting the database search for future environmental reviews. Heritage database review of the project EAW revealed records exist for approximately 50 rhombic- petaled evening primrose plants, Oenothera rhombipetala, which is a state-designated special concern species, being located in the area in disturbed prairie remnants. Impacts to these plants should be avoided. Their specific location is NW 1/4 SE 1/4 SW 1/4 Section 11, T115N, R22W. We recommend that these disturbed prairie remnants be retained as green space in the future development. Item 12, Physical Impacts on Water Resources, contains contradictory language. Paragraph 1 states: "At this time, no wetland impacts are planned." Paragraph 2 indicates that approximately 1.35 acres of existing wetlands will be altered, and then proceeds to discuss mitigation. If Paragraph 2 is correct, this item should be answered "yes." The following comments are offered to clarify or enhance information contained in the EAW and require no response. DNR Information:612-296-6157, 1-800-766-b000 • TTY:612-296-5484, 1-800-657-3929 An Equal Opportunity Employer A Printed on Recycled Paper Containing a Who Values Diversity tai Minimum of 10'4 Post-Consumer Waste Michael Leek,Community Development Director July 30, 1997 Item 10, Cover Types, notes that approximately 100 acres of wooded/forest covertype will be converted as a result of project implementation. Opportunities may be present to limit the potential impacts associated with this covertype conversion through the DNR sponsored Neighborhood Wilds program. The Neighborhood Wilds program is a cooperative effort between private landowners and forest resource specialists to identify opportunities to retain existing forest values while simultaneously meeting project development objectives. DNR's Area Forester, Alan Olson, has been working with the Dean's Lake Association to apply the Neighborhood Wilds program to development occurring on adjacent parcels. We encourage the project proposer, as well as the City of Shakopee, to contact Mr. Olson at (612) 832-6165 for further information on how the Neighborhood Wilds program may benefit this project. Thank you for the opportunity to review this project. We do not recommend preparation of an environmental impact statement (EIS). We look forward to receiving your record of decision and responses to comments. Minnesota Rules part 4410.1700, subparts 4& 5, require you to send us your Record of Decision within five days of deciding this action. Please contact Bill Johnson of my staff at (612) 296-9229 if you have questions regarding this letter. Sincerely, Thomas W. Balcom, Supervisor (5"4"./.. Natural Resources Environmental Review Section Office of Planning c: Kathleen Wallace Con Christianson Pete Otterson Sharron Nelson, Heritage Program Alan Olson, Area Forester Lynn M. Lewis, USFWS Gregg Downing, EQB Steven Soltau, Crossings Limited Partnership Jon Albinson, Valley Green Business Park Donald P. Brown, Minneapolis Foundation #980001-01 DEANS.WP6 2 Minnesota Department of Health 121 East Seventh Place AgaigNEC P.O. Box 64975 St. Paul, MN 55164-0975 AUG 4 1997 July 30, 1997 Mr. Michael Leek Community Development Director 129 Holmes Street Shakopee,Minnesota 55379 Dear Mr. Leek: The Minnesota Department of Health (MDH) staff has reviewed the East Dean Lake Residential Planned Unit Development (PUD), Scott County, Minnesota. We understand that the proposed project is a residential development consisting of 548 single family homes and 300 multi-family units. Required concomitant development includes roadways, stormwater and erosion controls, and utilities including water and sewage disposal. We offer the following comments for your consideration: 1. We are working with the Shakopee Water Utility on their wellhead protection plan. This project is an area of shallow sandy surficial material overlying Prairie du Chien bedrock, which is an important recharge area to the aquifer. We believe that the development of this area may cause the stormwater ponds to become points of focused recharge to that aquifer, especially because other developed areas will have impervious surfaces at ultimate buildout. City Wells Nos. 4 and 5,which are downgradient from this PUD, are already impacted by nitrates. We are concerned that runoff from lawns would carry an additional nutrient load. In addition, the proposed detention pond shown on the maps to be adjacent to the capped landfill may provide a rapid conduit for leachate to reach the aquifer. We recommend that the potential impacts from focused recharge through the stormwater ponds and surface-water drainage be carefully considered and managed to protect the water quality in the aquifers. 2. Please note that the Minnesota Plumbing Code requires that a buried sewer or drain be located at least 10 feet from a buried water service line, or if this distance cannot be maintained, the installation and materials must comply with Minnesota Rules, part 4715.1710, subpart 2 (Minnesota Plumbing Code). Questions should be directed to the local plumbing administrative authority or the State Plumbing Regulation Program at 612/215-0836. 3. Minnesota Statutes, section 103I.205, prohibits the placement of buried sewers, or any other regulated source of contamination, any closer to an existing water supply well (active or unused, unsealed) than the distances prescribed by Minnesota Rules,Chapter 4725 (the Well Code). The Well Code specifies the following setback distances between water supply wells and buried sewers, including building drains connected to the building sewer: TDD: (612) 623-5522 (Twin Cities) 1-800-627-3529 (Greater Minnesota) An Equal Opportunity Employer Mr.Michael Leek Page 2 July 30, 1997 50 feet: A minimum setback distance of at least 50 feet must be maintained between a well and a buried sewer if the sewer: a. is a collector or municipal sewer; b. is pressurized and serves more than a single-family residence; c. is open jointed; or d. is constructed of materials that do not meet the material,installation, and testing requirements in the Minnesota Plumbing Code. 20 feet: The 50-foot separation distance may be reduced to 20 feet if the sewer meets the material, installation, and testing requirements in the Minnesota Plumbing Code, AND it is: a. a buried, gravity sewer that serves a single-family residence or a single facility such as a business, church, school, or single commercial property (this does not include collectors or municipal sewers); or b. a buried,pressurized sewer that serves a single-family residence. 4. We acknowledge and commend the city for its efforts to locate existing wells which are stated to require sealing, as noted in Item 13a(p. 12). It is unclear, however, by what methods these wells were located, such as by reviewing existing databases,by field inventory, etc. We note that all databases are not all encompassing. To ensure that the isolation distances will be met, we recommend a field well inventory be performed to actively determine in advance if there are any existing water supply wells (active or unused,unsealed) along the routes of all new sewer lines or any sewer line(s) to be replaced. (Please see attached Well Inventory factsheet, especially the "site visitation" section.) Particular attention should be made in the areas shown on air photos, old maps, etc.,where any farmsteads or homes have been located on these properties, as well as along property boundaries where wells on adjacent properties may still exist. Once a well is sealed by a licensed well contractor in accordance with requirements of the Well Code, the isolation distance is no longer an issue. Thank you for the opportunity to review this environmental assessment worksheet. If you have questions or need further information,please contact Betty Wheeler at 612/215-0807. Sincerely,C Lin M. Nelson Environmental Review Coordinator Division of Environmental Health LMN:BJW:tvs Enclosure (1) cc: Kathryn Kramer, Minnesota Pollution Control Agency ISI L' 'S M1\\EsoT HISTORICAL SOCIE \ ;(fir;" July 28, 1997 The City of Shakopee Attn: Michael Leek 129 Holmes Street South Shakopee, MN 55379-1376 RE: East Dean Lake Residential Planned Unit Development Shakopee, Scott County SHPO Number. 97-3177 Dear Mr. Leek: Thank you for providing this office a copy of the Environmental Assessment Worksheet for the above- referenced project. It has been reviewed pursuant to responsibilities given to the Minnesota Historical Society by the Minnesota Historic Sites Act and the Minnesota Field Archaeology Act and through the process outlined in Minnesota Rules 4410.1600. The response to question 26a may be somewhat premature. We believe that there is a good probabil- ity that unreported archaeological properties may be present in this project area. Therefore, we recommend that a survey of the area be completed. The survey must meet the requirements of the Secretary of the Interior's Standards for Identification and Evaluation, and should include an evaluation of National Register eligibility for any properties which are identified. For your information, we have enclosed a list of consultants who have expressed an interest in undertaking such surveys. If the project area can be documented as previously disturbed or previously surveyed, we will re- evaluate the need for survey. Previously disturbed areas are those where the naturally occurring post- glacial soils and sediments have been recently removed. Any previous survey work must meet contemporary standards. Please note that this comment letter does not address the requirements of Section 106 of the Nationai Historic Preservation Act of 1966 and 36CFR800, procedures of the Advisory Council on Historic Preservation for the protection of historic properties. If this project is considered for federal assistance, or requires a federal license or permit, it should be submitted to our office with reference to the appropriate federal agency. If you have any questions on our review of this project, please contact me at 612-296-5462. Sincerely, Dennis A. Gimmestad Government Programs and Compliance Officer Enclosure: List of Consultants MINNESOTA CONTRACT ARCHAEOLOGISTS Updated by SHPO 4/3/97 THIS LISTING IS COMPRISED OF INDIVIDUALS AND FIRMS WHO HAVE EXPRESSED AN INTEREST IN *ARCHAE OME TRY LAB, UMD UNDERTAKING CONTRACT ARCHAEOLOGY IN THE George Rapp, Susan Mulholland STATE OF MINNESOTA. IT IS PROVIDED FOR 10 University Drive INFORMATION PURPOSES TO THOSE WHO MAY Duluth, Minnesota 55812 REQUIRE THE SERVICES OF AN ARCHAEOLOGICAL 218/726-7957 CONSULTANT INCLUSION ON THE LIST DOES NOT *ARCHAEOPATHS CONSULTING CONSTITUTE AN ENDORSEMENT OF THE CONSULTANTS PROFESSIONAL QUALIFICATIONS OR David L. Peterson PAST PERFORMANCE. THE SHPO RESERVES THE 4249 46th Ave. N. , No. 201 RIGHT TO REJECT CONTRACT REPORTS IF THE Robb ins da l e, MN 55422 PRINCIPAL INVESTIGATOR OR OTHER CONTRACT 612/536-9194 FAX 504-0183 PERSONNEL DO NOT MEET CERTAIN MINIMAL QUAL- *ARCHAEOLOGICAL RESEARCH SERVICES IFIC.4T/ONS SUCH AS THE SECRETARY OF THE INTERIORS PROFESSIONAL QUALIFICATIONS 3332 18th Ave. S., #1 STANDARDS(FEDERAL REGISTER 9/29/83). Minneapolis, Minnesota 55407 IT IS RECOMMENDED THAT WORK REF- 612/721-4145 ERENCES BE CHECKED AND MULTIPLE BIDS BE SERVICES CONSULTANTS OBTAINED BEFORE INITIATING A CONTRACTUAL *ARCHAEOLOGICAL AGREEMENT. THE SHPO WILL NOT RECOMMEND Columbus,*620 IOGI Ave. OH 43214 SPECIFIC CONTRACTORS, BUT MAY BE ABLE TO ol 2 6 s 2 514 COMMENT ON PREVIOUS WORK REVIEWED PUR- SUANT TO STATE AND FEDERAL STANDARDS AND TOM BAILEY GUIDELINES. THE SHPO HAS A FILE CONTAINING THE VITAE OF MOST PRINCIPAL INVESTIGATORS. THE 3336 Humboldt Ave. S. SHPO CAN BE CONTACTED AT THE MINNESOTA Minneapolis, MN 55408 HISTORY CENTER, 345 KELLOGG BLVD. W, ST PAUL, 612/825-4947 MN 55102(612/296-5434). *Vita ofprincipal investigators on file at SHPO. BEAR CREEK ARCHAEOLOGY, INC. P. 0. Box 347 *THE 106 GROUP LIMITED Cresco, Iowa 52136 Attn: Anne Ketz 319/547-4545 FAX 547-5403 370 Selby Ave. St. Paul, MN 55102 *LOUIS BERGER AND ASSOC. , INC. 612/290-0977 Fax 290-0979 950 50th St. Marion, Iowa 52302 *ALL NATIONS CULTURAL RESOURCE 319/362-0051 Richard Kaiser • Route 3, Box 5B BRAUN INTERTEC Cass Lake, MN 56633 *Dr. Amy 011endorf 218/335-7865 1345 Northland Dr. Mendota Heights, MN 55120 ANACONDA ARCHAEOLOGICAL RESEARCH 612/683-8700 Fax 683-8888 3135 West St. , Suite A Weirton, WV 26062 ALAN BREW 304/797-8377 Bemidji State University Bemidji, MN 56601 *ARCHAEOLOGY DEPARTMENT 218/755-2965 or 218/755-3938 Minnesota Historical Society Ft. Snelling History Center *BRW, INC. St. Paul, MN 55111 Contact: Craig Johnson 612/726-1171 Fax 725-2429 700 Third Street South Minneapolis, MN 55415 *ARCHEOLOGY LABORATORY 612/370-0700 Augustana College 2032 South Grange Avenue BURNETT COUNTY HISTORICAL SOCIETY Sioux Falls, South Dakota 57105 100 East Johnson St. , P.O. Box 31 605/336-5493, /336-5494, /336-5499 Siren, WI 54872 715/349-2219 *ARCHAEOLOGICAL RESEARCH INC. 900 W. Jackson St. *COMMONWEALTH CULTURAL RESOURCES Suite 6E 2530 Spring Arbor Road Chicago, IL 60607 Jackson, MI 49201 312/243-8282 517/788-3550 *CONSULTING ARCHAEOLOGICAL SERVICES *MICHAEL G. MICHLOVIC PO Box 686 Department of Sociology-Anthropology Creston, IA 50801 Moorhead State University 515/333-4607 Moorhead, MN 56560 218/236-2035 or 218/236-3800 *ECOLOGY AND ENVIRONMENT, INC. Dr. Mark Rosenzweig *MISS. VALLEY ARCHAEOLOGY CENTER Buffalo Corporate Center James P. Gallagher 368 Pleasant View Dr. 1725 State St. Lancaster, New York 14086 LaCrosse, WI 54601 716/684-8060 FAX 684-0844 608/785-8463 *ESPY, HUSTON AND ASSOCIATES *RIVERCREST ASSOCIATES INC. PO Box 519 969 Rivercrest Road N. Austin, TX 78767 Lakeland, MN 55043 512/327-6840 612/436-1804 FAX 436-3256 HARRI AN RESEARCH CENTER *JAMES RUST *Dennis L. Toom 3116 Bryant Ave. S. #2 2002 University Avenue Minneapolis, MN 55408 Grand Forks, ND 58203 612/822-3138 822-5058 701/777-2435 *SHAFFER ARCHAEOLOGICAL CONSULTING *IMPACT SERVICES, INC. 110 E. 6th Ave. Richard Strachan/Kathleen Roetzel Cresco, IA 52136 125 Catalina Dr. 319/547-2171 Mankato, MN 56001 *SOILS CONSULTING 507/388-1237 PO Box 121 *INSTITUTE FOR MINNESOTA ARCHAEOLOGY Longville, MN 56655 *IMA CONSULTING 218/682-2110 Contact: Kim Breakey 3300 University Avenue SE *CLIFFORD STEMPER AND ASSOCIATES Minneapolis, MN 55414 641 Belgrade Ave. 612/623-0299 FAX 623-0177 North Mankato, MN 56001 507/388-7450 *TODD KAPLER RR1 Box 300 *UNIVERSITY OF SOUTH DAKOTA Vermillion, SD 57069 ARCHAEOLOGY LABORATORY Attn. :Richard Fox *JEFF KINNEY AND ASSOCIATES 414 Clark St. PO Box 43 Vermillion, SD 57069 Manvel, ND 58256 605/677-5594 701/696-2289 R. C. VOGEL AND ASSOCIATES *LARSON-TIBESAR ASSOC. , INC. 216 Cleveland Ave. SW 421 S. Cedar St. New Brighton, MN 55112 Laramie, WY 82070 612/604-0175 FAX 604-0250 307/742-4371 or 701/696-2236 WESTCENTRAL ENVIRONMENTAL LEECH LAKE HERITAGE SITES PROGRAM CONSULTANTS *Rose Kluth 14 Green River Rd, PO Box 594 RR 3, Box 100 Morris, MN 56267 Cass Lake, MN 56633 612/589-2039 1/800/422-8356 218/335-8095 *LOUCKS AND ASSOCIATES, INC. *WILFORD ARCHAEOLOGY LAB Contact: Teresa Halloran University of Minnesota 7200 Hemlock Lane, Suite 300 215 Ford Hall Maple Grove, MN 55369 Minneapolis, MN 55455 612/424-5505 FAX 424-5822 612/625-1062 *LAURIE J. LUCKING WOODWARD-CLYDE CONSULTANTS 10 Pebble Shores Drive *Michael Justin Fergus Falls, MN 56537 6465 Wayzata Blvd. Suite 660 218/736-6512 Minneapolis, MN 55426 612/593-5650 Archaeological Geomorphology *ANDERSON ENVIRONMENTAL SERVICES 1733A Mink Ranch Road Port Washington, WI 53074 414/284-3354 *ARCHEOMETRY LAB George Rapp/Susan Mulholland 10 University Drive Duluth, MN 55812 218/726-7957 *ART BETTIS Iowa Department of Natural Resources Geological Survey Bureau 109 Trowbridge Hall Iowa City, IA 52242 319/337-9754 BRAUN INTERTEC *Dr. Amy L. 011endorf 1345 Northland Dr. Mendota Heights, MN 55120 612/683-8700 Fax 683-8888 *FOTH AND VAN DYKE, INC. Attn: Curtis Hudak 10340 Viking Drive, Suite 100 Eden Prairie, MN 55344 612/942-0396 *INSTITUTE FOR MINNESOTA ARCHAEOLOGY Dr. Howard Mooers 3300 University Ave. SE Minneapolis, MN 55414 612/623-0299 • diMinnesota Pollution Control Agency August 1, 1997 IROCIFfiVie v 'VW Mr. Michael Leek `� Community Development Director w City of Shakopee 129 Holmes Street Shakopee,Minnesota 55379 Re: East Dean Lake Residential Planned Urban Development, Environmental Assessment Worksheet Dear Mr. Leek: The Environmental Assessment Worksheet(EAW) for the East Dean Lake development has been reviewed by the Minnesota Pollution Control Agency (MPCA). Based on the information contained in the EAW, we have the following comments for consideration and response during future review by the city prior to permitting and construction of the project. Item 3. Responsible Governmental Unit The MPCA concurs with the city of Shakopee acting as Responsible Governmental Unit(RGU) as the governmental unit with the greatest responsibility for supervising or approving the project as a whole. Ref. Minn. R. 4410.0500, subp. 5.B. Item 9. Land Use On page 10, reference is made to a single closed"landfill" (actually a closed dump)within the development property ,.and three other nearby"landfills." Some concerns may exist regarding the dumps including the possibility that"landfill" gases could impact areas adjacent to the landfills. Therefore, at a minimum, the development set-back distances from the dumps should be evaluated carefully to prevent a public safety hazard. The potential for development and migration of harmful or bothersome quantities of landfill gas may require further evaluation. Item 12. Physical Impacts on Water Resources It appears that this item should have been checked"YES"instead of"NO"because the second paragraph and also text under Item 10 on page 11 propose alteration of wetlands. 520 Lafayette Rd. N.; St. Paul, MN 55155-4194; (612)296-6300(Voice); (612)282-5332(TTY) Regional Offices: Duluth•Brainerd•Detroit Lakes•Marshall•Rochester Equal Opportunity Employer•Printed on recycled paper containing at least 20%fibers from paper recycled by consumers. Mr. Michael Leek Page 2 Item 18. Surface Water Runoff As shown in Figure 8 on page 19, a new storm water detention pond is proposed to be located directly south and adjacent to a closed"landfill" (actually a closed dump). If the proposed ponds are to be unlined and the underlying soil is sandy as described on page three, leakage rates would likely be high. Discharge from the detention pond into the subsurface might possibly cause sufficient ground water mounding adjacent to and beneath the closed dump to be of concern. The effect of intermittent ground water mounding could be to leach and mobilize contaminants from the dump. In other words,the action of creating a ground water mound adjacent to and beneath the dump could nullify the effectiveness of the cap material overlying the dump. It was also indicated(Item 16)that the depth to bedrock in the project area may be as little as 25 feet. The depth and nature of bedrock should be considered in planning for ground water protection and the construction of detention basins. Item 20. Ground Water/Potential for Contamination. Depth to ground water below land surface is shallow(three to five feet) in some areas (page 25) and the surface soils of the development area are described as"primarily sandy soil"(page 3). These conditions suggest that ground water in the development area is particularly susceptible to contamination from road salt, lawn chemicals, and other contaminants in storm water runoff. However, in part b there is no response to the request to "describe measures to avoid or minimize environmental problems due to any of these hazards," including the presence of soils with high infiltration rates. In addition,there is no response to part c: "Identify any toxic or hazardous materials to be used or present on the project site and identify measures to be used to prevent them from contaminating ground water." Thank you for the opportunity to review this project. Please be reminded that the city, as RGU for this project, is required to provide specific responses to these comments pursuant to Minn. R. 4410.1700, subp. 4. These responses must be received prior to the issuance of the MPCA storm water and sewer extension permits for the project. If you have any questions,please contact Craig N. Affeldt at 612/296-7796. Sincerely, 4a- - Paul Hoff, Director Environmental Planning and Review Office Administrative Services Division PH:cj cc: Jon Albinson,Valley Green Business Park Donald P. Brown,Minneapolis Foundation Steven Soltau, Shakopee Crossings Limited Partnership Metropolita_i Council Working for the Region, Planning for the Future July 21, 1997 ... 1997 Michael Leek Community Development Director City of Shakopee 129 South Holmes Street Shakopee,MN 55379-1376 RE: East Dean Lake PUD --Environmental Assessment Worksheet Metropolitan Council District 5 Referral File No. 16560-1 Dear Mr.Leek: Council staff has conducted a review of this environmental assessment worksheet(EAW)to determine its adequacy and accuracy in addressing regional concerns. The staff review has concluded that the EAW is complete and accurate with respect to regional concerns and raises no major issues of consistency with Council policies. An EIS is not necessary for regional purposes. However, staff provides the following comments for your consideration: Item 8-Permits and Approvals Required Sanitary sewer service connection plans for the proposed project will need to be submitted to the Metropolitan Council Environmental Services,Municipal Services staff for review,comment, and issuance of a construction permit before connection can be made to either the municipal or metropolitan wastewater disposal system. Item 11 -Fish, Wildlife, and Ecologically Sensitive Resources The document indicates in Item 10- cover Types,that construction of the proposed project will result in the projected loss of 101.6 acres of wooded/forest cover on the 539-acre site. The potential negative environmental impacts of this proposed decrease of over 48 percent of the site's existing wooded cover has been inadequately addressed in the EAW. The fundamental policies the Council follows in decisions affecting water resources are those stated in its Regional Blueprint. The Council's approach to wise use is articulated in the Blueprint's Policy 4: "The Council will consider the limitations of the natural environment to sup port development in its regional land use,infrastructure and development plans,and in designing and building regional facilities. The Council will also examine how well environmental capabilities are reflected in local land use plans and development projects that it reviews." Action Step 4D further states that the Council "will encourage the protection of the region's significant woodlands and the long-term management of the urban forest." 230 East Fifth Street St.Paul, Minnesota 55101-1634 (612)291-6359 Fax 291-6550 TDD/TTY 291-0904 Metro Info Line 229-3780 Art Equal Opportunity Employer Michael Leek, Community Development Director July 21, 1997 Page 2 The document contains no information as to the types of trees present,relative quality of the forest area(s),or presence of trees or grouping(s)of trees of"significant"size and quality on the site. Wooded/forested areas presently make up over 39 percent of the total site. (While the same lack of specific information could also be said concerning wetland areas which presently make up over 23 percent of the site,only approximately 1 percent of existing wetlands are proposed to be directly impacted by this proposed project.) Council staff recommends that the project proposer identify efforts that could/will be made to reduce projected wooded/forest area losses,preserve and protect existing trees of significance on the site,and replace(to some degree)the tree canopy that will be lost on the site in conjunction with the proposed development. Item 12-Physical Impacts on Water Resources The document does not identify the buffer width that will be preserved around wetlands or the increase in bounce that will be allowed in wetlands as a result of increased stormwater runoff. Council staff recommends that a minimum wetland buffer and maximum acceptable(design storm)bounce be established for all of the on-site wetlands to preserve each basin's ecological integrity. Item 19-Water Quality-Wastewaters The Metropolitan Council's interceptor sewer(MSB-71-20-2)is located within this project area. When the fmal plans for this project are complete,they should be sent to the Council's Municipal Services for fmal review and comment. The proposed sanitary sewer system for the referenced project shows seven sewer connections to the interceptor. Interceptors are designed to provide metropolitan service with limited local connections. They are not intended to be used as local trunk sewers. Therefore,this project's sewer plan should be revised to limit the number of connections to two or three. Please contact Roger Janzig of Municipal Services at 602-1119 for more information or if you have any questions about sewer connections.. Item 22- Traffic In the traffic report which accompanies the EAW on p. 5,the last paragraph states: With a proposed 20 foot(as opposed to the typical 12 foot)lane widths, a capacity of 1,000 vehicles per hour was used. Staff question the appropriateness of using a 20-foot traffic lane. Even slightly wider than normal traffic lanes are usually discouraged because they tempt drivers to drive two abreast. It appears that this lane width may be used to justify an hourly lane capacity of 1000 vehicles,which results in understating the volume-to-capacity ratio. This should be clarified. Figure 1,year 2003 AM peak hour traffic map shows 355 vehicles attempting to make left turns from "A"street at CSAH 18. This is identified as a level of service F(failure)but there does not appear to be Michael Leek,Community Development Director July 21, 1997 Page 3 any discussion of this potential traffic problem in the text or how it is proposed to be mitigated. Such a situation may warrant a traffic signal at this intersection. This should be clarified. Item 28. -Compatibility with plans: The EAW notes that the proposed PUD is consistent with the City's comprehensive plan. The City's comprehensive plan update was reviewed by the Council on September 12, 1996(Referral File No. 16131-3). Council records indicate that the Council approved a 498-acre MUSA expansion in the East Dean Lake area while the EAW in Item 6-Description indicates that the PUD project area is 539 acres or about 40 acres larger than the Council approved MUSA. Council records show the configuration of the MUSA in the East Dean Lake area is somewhat different than the maps contained in this EAW, such that some areas shown as having residential lots are not within the Council approved MUSA addition. These differences should be explained,and if an adjustment is needed in the size and/or location of the MUSA,a plan amendment should be listed in Item 8-Permits and Approval Required. Please contact Council staff person Tori Boers at 602-1621 for more information or discussion of this matter. This will conclude the Council's review of the EAW. No formal action on the EAW will be taken by the Council. If you have any questions or need further information,please contact Jim Uttley,AICP, principal reviewer,at 602-1361. Sincerely, kid-12—Y" Helen Boyer,Director Environmental Services Division c: Neil Peterson,Metropolitan Council District 5 Keith Buttleman,Director,Environmental Planning and Evaluation Department Thomas C.McElveen,Deputy Director,Community Development Division Richard Thompson, Supervisor,Office of Local Assistance Carl Schenk, Sector Representative,Office of Local Assistance Lynda Voge,Referrals Coordinator Jim Larsen,Environmental Planning and Evaluation,MCES Roger Janzig,Municipal Services,MCES Ann Braden,Transportation Division Sherry Narusiewicz,MN DOT Metropolitan Division Jim Uttley,AICP,Office of Local Assistance v:\library\commundv\referral\letters\SK165601.DOC SCOTT COUY PUBLIC WORKS AND LANDS DIVISION ENVIRONMENTAL HEALTH DEPARTMENT _ 2 v 1997 COURTHOUSE A102 428 HOLMES STREET SOUTH SHAKOPEE,MN 55379-1393 (612)496-8177 Fax: (612)496-8496 MEMORANDUM DATE: July 21, 1997 TO: Michael Leek, Planning Director City of Shakopee FROM: (9 Allen Frechette, Env. Hlth. Mngr. SUBJECT: Comments on EAW for East Dean' s Lake Planned Unit Development Please consider my preliminary comments on the Draft EAW which you kindly provided to me in May to be my official comments for this EAW. I have attached a copy of my May 12, 1997 comments for the record. O:\WORD\MISC\SHAKODEV.DOC An Equal Opportunity/Safety Aware Employer SCOTT COUNTY ` '� t` PUBLIC WORKS AND LANDS DIVISION ENVIRONMENTAL HEALTH DEPARTMENT Aarr COURTHOUSE A102 428 HOLMES STREET SOUTH SHAKOPEE, MN 55379-1393 (612)496-8177 Fax:(612)496-8496 MEMORANDUM DATE : May 12, 1997 TO: Michael Leek, Planning Director City of Shakopee FROM: I!4 Allen Frechette, Env. Hlth. Mngr. SUBJECT: Preliminary Comments on East Dean' s Lake Planned Unit Development Thank you for the opportunity to review the East Dean' s Lake Planned Unit Development Application and Draft EAW. After reviewing the scope of this project and the draft EAW it appeared that this project might be of a scale which requires an Environmental Impact Statement . You may wish to check out Minnesota Environmental Quality Board Rules . Specifically MEQB Rule 4410 . 4400, subp. 14 . I was somewhat confused as to whether or not this was the entire scope of the project. Several of the included maps show the project area to include additional land up to County Road 18 where internal roads are shown. I was also sent a review sheet for West Dean Lake Area, which I believe is being proposed for rezoning to accommodate an industrial/commercial development . Considering the proximity of these two large developments you may want to check out MEQB Rules Section 4410 . 4400 subp. 21 . We have had to deal with a number of projects that fall into the category of Phased or Connected actions lately, so I am somewhat tuned into looking at projects in that light . Scott County even adopted some guidelines _last summer to assist staff in reviewing these developments because of the ambiguity of the EQB rules . The EQB rules were recently amended also, you can contact Greg Downing at the EQB at 296-8253 for assistance. O:\WORD\MISC\SHAKODEV.DOC An Equal Opportunity/Safety Aware Employer I understand that Shakopee Public Utilities is currently in the process of gathering additional information on the municipal wells and in the early stages of defining wellhead protection areas . That information should be very helpful in the review of this and other projects . As you know, this area has been delineated as being highly susceptible to ground water contamination and portions of the site have also been preliminarily delineated within the wellhead protection area for Shakopee wells 4 and 5 by Barr Engineering. Lou VanHout has more information on this. As I have noted for similar projects, storm water retention ponds should be lined to protect ground water resources especially in this area. Current State rules inadequately address the interconnection of storm water ponds and ground water and should not be relied upon to protect Shakopee' s ground water resources . In the soils on the project site, unlined storm water retention ponds simply trade the pollution of surface water for ground water. One sedimentation pond is shown adjacent to an abandoned landfill . That pond may present some additional concerns for ground water. Scott County is continuously updating the information in our GIS system. We have some hydrogeological information in it now and hope to obtain more data from a recent hydrogeological study conducted by the University of Minnesota and Minnesota Department of Natural Resources . I would be glad to show you what tools we have that might benefit Shakopee. In addition, the newly created Southwest Metro Groundwater Task Force may be helpful . cc: Greg Downing, EQB Lou VanHout, Shakopee Public Utilities Commission O:\W ORD\MISC\SHAKODE V.DOC Minnesota Pollution Control Agency REVItt1Wkg AUG 1 8 1991 August 13, 1997 Mr. Michael Leek Community Development Director City of Shakopee 129 Holmes Street Shakopee, Minnesota 55379 Re: East Dean Lake Residential PUD, Environmental Assessment Worksheet Dear Mr. Leek: This letter provides additional comments,by Minnesota Pollution Control Agency (MPCA) staff, resulting from review of the Environmental Assessment Worksheet(EAW) for the East Dean Lake development. While these comments may not be timely regarding the EAW process for this project,they may be relevant for future permit development or other activities of both the city and the MPCA. If you have specific questions, I suggest that you contact Mr. Larry Zdon, Nonpoint Source Section, MPCA Water Quality Division at(612) 297-8219. Figure 3 illustrates the location of the existing wetlands on the site. Figure 8 indicates the location of proposed storm water detention ponds. It is not clear if any of the proposed detention ponds are to be located in existing wetlands. Any existing wetlands that are altered by excavation or other construction to function as storm water detention basins should be counted as being adversely significantly impacted and evaluated for that impact including compensatory mitigation required to offset that impact. The document does not indicate where the proposed 2.70 acres of wetland mitigation is to be located. It is also not possible, using the information provided,to determine if the proposed mitigation is to be constructed to both serve as storm water management systems and to replace the natural wetland function and values. It should be noted that the creation of storm water management basins shall not be considered as wetland compensatory mitigation for the purposes of Clean Water Act requirements. When the proposed site layout for the residential lots and structures have maximized avoidance of wetlands to satisfy the federal and state requirements for avoidance, subsequent proposals by individual home owners to fill wetlands on individual lots should not be allowed if such proposals would conflict with the avoidance of wetlands plan that was incorporated into this 520 Lafayette Rd. N.; St. Paul, MN 55155-4194; (612)296-6300(Voice); (612) 282-5332(TTY) Regional Offices: Duluth•Brainerd•Detroit Lakes•Marshall•Rochester Equal Opportunity Employer•Printed on recycled paper containing at least 20%fibers from paper recycled by consumers. Mr. Michael Leek Page 2 approval. For the lots that have wetlands within the lot boundaries, conservation easements, covenants,recorded deed restrictions or other acceptable permanent restrictions should be required that will prohibit present and future lot owners from filling or altering wetlands on their lots. We strongly encourage the inclusion of an appropriate buffer zone in the protected area for the wetland. We hope that these comments will be of use to you. If you have any questions,you may contact Craig N. Affeldt at(612) 296-7796. Sincerely, 6-e2.4:-- i /f Paul Hoff,Director Environmental Planning &Review Office Administrative Services Division PH:pnk c: Jon Albinson, Valley Green Business Park Donald P. Brown, Minneapolis Foundation Steven Soltau, Shakopee Crossings Limited Partnership ONES°T, :° Minnesota Departm.....t of Transportation Tagg' Metropolitan Division OF"�� Waters Edge 1500 West County Road B2 Roseville, MN 55113 1997 June 5, 1997 Michael Leek City of Shakopee 129 Holmes Street Shakopee, MN 55379 Dear Michael Leek: SUBJECT: East Dean Lake EAW Mn/DOT Environmental Review EAW97-011 South of Trunk Highway (TH) 169, West of CSAH 18 Shakopee, Scott County C.S. 7009 The Metro Division of the Minnesota Department of Transportation(Mn/DOT) has reviewed the East Dean Lake Environmental Assessment Worksheet(EAW) for impacts to the state highway system. We find it acceptable with consideration of the following comments. We repeat several of these comments in our review of the site plan. • The EAW does not address existing wetland avoidance, minimization or replacement issues. We require a Mn/DOT storm water drainage permit for the proposed development. Hydraulic computations and drainage area maps, showing before and after conditions and addressing 100-year storms, must be submitted with the permit application. Any questions regarding Mn/DOT drainage concerns may be directed to Judi Ransom of our Water Resources Section at 797-3056. Questions regarding the permit process may be directed to Bill Warden of our Permits Section at 582-1443. • Noise levels from new TH 169 are expected to exceed state nighttime standards. According to the approved Indirect Source Permit for this highway, the responsibility for noise attenuation lies with the city and the developer. If an analysis has not yet been undertaken, we recommend that a specialist analyze this development for noise mitigation needs. Questions may be directed to Jim Hansen of our Planning Section at 582-1392. • We strongly encourage the reconsideration of the access location of"A" Street. This access location may affect the safety and operation of the CSAH18/Future CSAR 21 intersection. An equal opportunity employer Michael Leek June 5, 1997 page two • We request the opportunity to review site plans and grading/drainage plans for any proposed developments next to TH 169, when plans have been prepared. Mn/DOT review of plans allows potential issues to be identified and considered at a comparatively early phase of the development process. Please send two copies of plans to Sherry Narusiewicz, Local Government Liaison Supervisor, at the above address. Please allow thirty days for a formal response. This letter represents the transportation concerns of the Metro Division of Mn/DOT. Other environmental concerns raised by a wider Mn/DOT review may be forwarded to you separately. Please contact me at 582-1654 with any questions regarding this review. Sincerely, Scott Peters Senior Transportation Planner/Local Government Liaison c: Gerald Larson, Mn/DOT Environmental Coordinator Kathryn Kramer, Minnesota Pollution Control Agency Brad Larson, Scott County Engineer CC 5. b, kw:4,s CITY OF SHAKOPEE Memorandum TO: Mayor and City Council Mark McNeill, City Administrator FROM: Julie Klima, Planner II SUBJECT: Amendment to the Zoning Map -Rezone property from Agricultural Preservation(AG) and Light Industrial (I1)to Low Density Residential (R- 1A) and Urban Residential (R-1B) DATE: September 30, 1997 INTRODUCTION Jon Albinson,Project Manager for Valley Green Business Park is requesting that the City amend the Official Zoning Map to rezone a 545.38 acre parcel from Agricultural Preservation (AG)and Light Industrial(I1)to Low Density Residential(R-1A)and Urban Residential(R- 1B). The property is located south of Highway 169,west of County Road 18, and north of County Road 16. The applicant is requesting that the western portion of the property be rezoned to Low Density Residential(R-1A)and that the eastern portion of the property be rezoned to Urban Residential(R-1B), as depicted in Exhibit G of the May 8, 1997,Planning Commission memorandum. A copy of the May 8, 1997,Planning Commission report has been attached for your reference. The City Council reviewed this request for rezoning at its May 20, 1997, meeting. However, due to the ongoing Environmental Assessment Worksheet, at that time, the Council tabled any action on the rezoning request. Therefore, before taking any action, Council will first need to remove this item from the table for discussion. DISCUSSION The 1995 Comprehensive Plan designates the subject site for single family residential development. Thus,the requested rezoning is consistent with the Comprehensive Plan. The subject property is located within the Metropolitan Urban Services Area(MUSA)boundary. The property in question is currently the subject of an Environmental Assessment Worksheet (EAW). Therefore,the City can not give any final approvals for the subject site until/unless a negative declaration is made regarding the EAW. ALTERNATIVES 1. Amend the Zoning Map to rezone the subject property from Agricultural Preservation (AG) and Light Industrial (I-1) to Low Density Residential (R-1A) and Urban Residential(R-1B). 2. Do not amend the Zoning Map. 3. Direct that the Comprehensive Plan be amended to reflect a different use for the subject site. 4. Table the decision and request additional information from the applicant or staff. PLANNING COMMISSION RECOMMENDATION The Planning Commission recommends Alternative No. 1. ACTION REQUESTED If the Council has ruled a negative declaration on the Environmental Assessment Worksheet (EAW), it should offer Ordinance No. 503 and move its approval. OR If the Council has determined that an Environmental Impact Statement (EIS) is necessary, it should offer Ordinance No. 503 and move its denial. + • ✓- i �� , ; rJulie Klima Planner II i s\commdev\cc\1997\cc0930\rezednik.doc CITY OF SHAKOPEE Memorandum TO: Mayor and City Council Mark McNeill, City Administrator FROM: Julie Klima, Planner II SUBJECT: Amendment to the Zoning Map -Rezone property from Agricultural Preservation(AG) and Light Industrial (I1)to Low Density Residential (R- 1A) and Urban Residential (R-1B) DATE: September 30, 1997 INTRODUCTION Jon Albinson,Project Manager for Valley Green Business Park is requesting that the City amend the Official Zoning Map to rezone a 545.38 acre parcel from Agricultural Preservation (AG) and Light Industrial (I1)to Low Density Residential(R-1A)and Urban Residential(R- IB). The property is located south of Highway 169,west of County Road 18, and north of County Road 16. The applicant is requesting that the east portion of the property be rezoned to Low Density Residential(R-1A)and that the western portion of the property be rezoned to Urban Residential(R-1B), as depicted in Exhibit G of the May 8, 1997,Planning Commission memorandum. A copy of the May 8, 1997,Planning Commission report has been attached for your reference. DISCUSSION The 1995 Comprehensive Plan designates the subject site for single family residential development. Thus,the requested rezoning is consistent with the Comprehensive Plan. The subject property is located within the Metropolitan Urban Services Area(MUSA)boundary. The property in question is currently the subject of an Environmental Assessment Worksheet (EAW). Therefore,the City can not give any final approvals for the subject site until/unless a negative declaration is made regarding the EAW. ALTERNATIVES 1. Amend the Zoning Map to rezone the subject property from Agricultural Preservation (AG) and Light Industrial (I-1) to Low Density Residential (R-1A) and Urban Residential(R-1B). 2. Do not amend the Zoning Map. 3. Direct that the Comprehensive Plan be amended to reflect a different use for the subject site. 4. Table the decision and request additional information from the applicant or staff. PLANNING COMMISSION RECOMMENDATION The Planning Commission recommends Alternative No. 1. ACTION REQUESTED If the Council has ruled a negative declaration on the Environmental Assessment Worksheet (EAW), it should offer Ordinance No. 503 and move its approval. OR If the Council has determined that an Environmental Impact Statement (EIS) is necessary, it should offer Ordinance No. 503 and move its denial. Julie Klima Planner II i:\commdev\cc\1997\cc0930\rezednlk.doc ORDINANCE NO. 503, FOURTH SERIES AN ORDINANCE OF THE CITY OF SHAKOPEE, MINNESOTA, AMENDING THE ZONING MAP ADOPTED IN CITY CODE SEC. 11.03 BY REZONING LAND LOCATED SOUTH OF HIGHWAY 169, WEST OF COUNTY ROAD 18, AND NORTH OF COUNTY ROAD 16 FROM AGRICULTURAL PRESERVATION (AG) AND LIGHT INDUSTRIAL (I1) TO LOW DENSITY RESIDENTIAL (R-1A) AND URBAN RESIDENTIAL (R-1B). WHEREAS, the owners of the land described as attached on Exhibit A, submitted an application requesting rezoning from Agricultural Preservation (AG) and Light Industrial (II)to Low Density Residential (R-1A) and Urban Residential (R-1B); and WHEREAS, notices were duly sent and posted, and a public hearing was held before the Planning Commission on May 8, 1997, at which time all persons present were given an opportunity to be heard; and WHEREAS, the Planning Commission voted to recommend approval of the rezoning of the property to Low Density Residential (R-1A) and Urban Residential (R-1B) to the City Council. THE CITY COUNCIL OF THE CITY OF SHAKOPEE, MINNESOTA, ORDAINS: Section 1 - That the zoning map adopted in City Code Sec. 11.03 is hereby amended by rezoning land described as attached on Exhibit A, from Agricultural Preservation (AG) and Light Industrial (II) to Low Density Residential (R-1A) and Urban Residential (R-1B), as illustrated on Exhibit B. Section 2 - Effective Date. This ordinance becomes effective from and after its passage and publication. Passed in session of the City Council of the City of Shakopee, Minnesota, held this day of , 1997. Mayor of the City of Shakopee Attest: , City Clerk Published in the Shakopee Valley News on the day of , 1997. Prepared by: City of Shakopee 129 S. Holmes St. Shakopee, MN 55379 That part of Govertr-nt Lot 3 lying easterly of the west 601. 13 feet EXHIBIT A thereof, Government Lot 4 and the North Quarter of the Southeast Quarter of Section 10, Township 115, Range 22, Scott County, Minnesota, including accretions and relictions thereto, including that part thereof lying South of the south line of Section 10, and northerly of the shore of Dean's Lake, except that portion contained in Parcel 74, Minnesota Department of Transportation Right-of-Way plat No. 70-13. AND Government Lot 1, Section 15, Township 115, Range 22, Scott County, Minnesota. AND That part of the Southwest Quarter of Section 11, Township 115, Range 22 and Government Lot 1, Section 14, Township 115, Range 22, Scott County, Minnesota. Except that portion contained in Parcel 75, Minnesota Department of Transportation Right-of-Way Plat No. 70-14; excepting the east 1320 feet of said Lot 1. AND The East 1320 feet of Government Lot 1, Section 14, Township 115, Range 22. AND The West One-Half of the Southeast Quarter of Section 11, Township 115, Range 22, Scott County, Minnesota except that part of the West One-Half of the Southeast Quarter of Section 11, Township 115, Range 22, Scott County, Minnesota, lying northerly of the following described line: Commencing at the Southwest corner of said West One-Half of the Southeast Quarter; thence North along the west line of said West One-Half of the Southeast Quarter a distance of 992.09 feet to the point of beginning of the line to be described; thence deflecting to the right 94 degrees 13 minutes 30 seconds along the southerly line of the Northern States Power Company's easement to the east line of said West One-Half of the Southeast Quarter and there terminating. AND The Northwest Quarter of the Northeast Quarter of Section 14, Township 115, Range 22, Scott County Minnesota lying northerly of the south 200.00 feet thereof. AND Those parts of the East Half of the Southeast Quarter of Section 11, Township 115, Range 22, the Northeast Quarter of the Northeast Quarter of Section 14, Township 115, Range 22, the Northwest Quarter of Section Township 115, Range 22, and the Southwest Quarter of the Southwest Quarter of Section 12, Township 115, Range 22, all in Scott County, Minnesota, described as follows: Beginning at the northeast corner of the Southeast Quarter of Section 11; thence South 01 degrees 24 minutes 43 seconds West, on an assumed bearing, along the east line of said Southeast Quarter, a distance of 2134.73 feet; thence Southeasterly 622.14 feet along a non-tangential curve concave to the Southwest, said curve has a central angle of 15 degrees 40 minutes 07 seconds, a radius of 2275.00 feet and a chord bearing of South 52 degrees 19 minutes 54 seconds East; thence South 44 degrees 29 minutes 51 seconds East, tangent to last described curve, a distance of 753.66 feet; thence southwesterly 200.07 feet along a non-tangential curve concave to the Northwest, said curve has a central angle of 05 degrees 18 minutes 3 seconds, a radius of 2158.53 and a chord bearing of South 45 degrees 24 minutes 22 seconds West; thence North 44 degrees 29 minutes 51 seconds West a distance of 754.00 feet; thence northwesterly 567.78 feet along a tangential curve concave to the Southwest, said curve has a central angle of 15 degrees 40 minutes 40 seconds and a radius of 2075.00 feet; thence South 29 degrees 55 minutes 51 seconds West a distance of 410.85 feet; thence South 00 degrees 09 minutes 18 seconds East, a distance of 1064.29 feet to the north line of Scott County Highway Right-of-Way per Document No. 366002; thence westerly along said north line of Scott County Highway Right-of-Way to the west line of the Northeast Quarter of the Northeast Quarter of Section 14; thence North 00 degrees 04 minutes 33 seconds East a distance of 1110.23 feet along • • Continued from previous page. said west line of the Northeast Quarter of the Northeast Quarter, to the northwest corner of said Northeast Quarter of the Northeast Quarter; thence North 01 degree 14 minutes 47 seconds East a distance of 2635.83 feet along the west line of the East One-Half of the Southeast Quarter of Section 11 to the north line of said Southeast Quarter; thence South 89 degrees 43 minutes 35 seconds East, along the north line of said Southeast Quarter, a distance of 1327.08 feet to the point of beginning. Except that part contained in Scott County's Highway Right-of-Way per Document No. 315591. %' r' t , ti"" ` "�'• Q : Q0 p rI ---.40../5:5-7 �.1 ( g. R 1 O v 4a a t 2 1,.., ;J At. 3u a^ I `1 z A gin I aN • 7. 4A 04 E-2 I J' m • o p i U //� U ' 4. F W I. 9 N.N. rI NIII r t C. I I44. i 41 lia • 4 `,ix / is a R. ..................#411 ; 111 • T61S67 x N 00'1P 26" . ii I I EAST LK 01 ME SOUMNfST 1/4 E 7 i 4 II \\ :T. 4 •v 4 'B T. O',h n = W 1/2 / ±1 11HE SE 1/4 • @ mo( P1` /'� tgx / ml I - vw uE a Tt NT 0 3 / / V�K m"'i YC.14 / TI Z N.. 11 �! .I I A Po s'.- /y �S - MI LINE a TX NII 1/4 Oi Mt SE 1/4•� • Ax - i= s % B I 1 1 sr EAST UNE CC ME w I/]Of XX SE 1/4�Y l I � .. Ai MST Ltd O!M E 1/2 00 TK St,/4 K 4, 8 "z' I :v eP I; I I X. , Q I I L1 84 S. -. AI ^ I •I yR E 1/2 f'OF I I I THa SE 1/4 0 1?" 1 '„i_ �; n I�II,,I 9 , 1 ( s1,3x,• I° 1 tagwA.a 4.11100 R . I L w ^ .41 p 5 00'09•E ?93 I i ( x, 4 1 I-? O I Y O 1 SOUTHEAST CORNER O, I.o • •:Jec K_. AA \ SEC.It.INP UUS.PGC.t1-' �:u ' S 01'24'43”W ►'� • \ • 2\ \ t• 4'4.,!+ 014W OTHEt 1/..KCAL 1R,.H,•Ra.T1 v Pi ti G \ yyo w° iS \�\ 1 �_ 9 \ �6 A4 CITY OF SHAKOPEE Memorandum TO: Shakopee Planning Commission FROM: Julie Klima, Planner II SUBJECT: Amendment to the Zoning Map-Rezone property from Agricultural Preservation (AG)and Light Industrial (I-1)to Low Density Residential (R-1A)and Urban Residential (R-1B) DATE: May 8, 1997 Site Information Applicant: Jon Albinson, Valley Green Business Park Site Location: East of Dean Lake, South of Hwy. 169, West of County Road 18 Current Zoning: Agricultural Preservation (AG)/ Light Industrial (I-1)/Shoreland Overlay(S) Adjacent Zoning: North: Highway 169 Right-of-Way South: Agricultural Preservation (AG) East: Light Industrial (I-1) West: Dean Lake Comp. Plan: 1995: Single Family Residential Area: 545.38 Acres MUSA: The site is within the MUSA boundary INTRODUCTION The applicant is requesting that the City amend the Official Zoning Map to rezone a parcel currently zoned as Agricultural Preservation (AG) and Light Industrial (I-1) to Low Density Residential (R-1A) and Urban Residential (R-1B). Please see Exhibit A for the location of the subject site. Exhibits are attached as follows: Exhibit A, Zoning Map; Exhibit B, 1995 Comprehensive Land Use Map; Exhibit C, City Code Section 11.22, Agricultural Preservation (AG) regulations; Exhibit D, City Code Section 1144, Light Industrial (I-1) regulations; Exhibit E; City Code Section 11.26, Low Density Residential (R-1A) regulations; Exhibit F, City Code Section 11.28, Urban Residential (R-1B) regulations; and Exhibit G, Correspondence from the applicant illustrating the requested rezoning areas. CONSIDERATIONS 1. The Comprehensive Plan has set basic policies to guide the development of the City. The purpose of designating different areas for residential, commercial, and industrial land uses is to promote the location of compatible land uses, as well as to prevent incompatible land uses from being located in close proximity to one another. The Zoning Ordinance is one of the legal means by which the City implements the Comprehensive Plan. Exhibits C, D, E, and F provide a list of the uses, both permitted and conditional, that are allowed in the Agricultural Preservation (AG), Light Industrial (I-1), Low Density Residential (R-1A) and Urban Residential (R-1B)Zones. 2. The Land Use Chapter of the 1995 Comprehensive Plan designated this area as"Single Family Residential". The rezoning of the site to"Low Density Residential" and"Urban Residential", as requested by the applicant, will be in conformance with the 1995 Comprehensive Plan. 3. The purpose of the Low Density Residential (R-1A) Zone is to allow large lot single family development in areas of the City served by sanitary sewer and water. 4. The purpose of the Urban Residential (R-I B) is to provide an area for residential development where public sanitary sewer and water are available. 5. The property is currently the subject of an Environmental Assessment Worksheet (EAW). Therefore, the City can not give any final approvals to the subject site until and unless a negative declaration is issued on the EAW. FINDINGS The criteria required for the granting of a Zoning Ordinance Amendment are listed below with staff findings. Criteria#1 That the original Zoning Ordinance is in error; Finding #1 The original Zoning Ordinance is not in error. Criteria#2 That significant changes in community goals and policies have taken place; Finding #2 Significant changes in community goals and policies have, as expressed in the Comprehensive Plan, taken place. Criteria#3 That significant changes in City-wide or neighborhood development patterns have occurred; or Finding #3 Significant changes in City-wide or neighborhood development patterns have occurred. The construction of the Highway 169 bypass has provided access and visibility to portions of the community along its it corridor. Criteria#4 That the comprehensive plan requires a different provision. Finding #4 The Comprehensive Plan has identified this area for single family residential use. Therefore, this request is in compliance with the land use plan in the 1995 Comprehensive Plan. ALTERNATIVES 1. Recommend to the City Council the approval of the request to rezone the subject property to Low Density Residential (R-1A) and Urban Residential (R-1B) from Agricultural Preservation (AG)and Light Industrial (I-1). 2. Recommend to the City Council the denial of the request to rezone property to Low Density Residential (R-1 A) and Urban Residential (R-1B) from Agricultural Preservation (AG) and Light Industrial (I-1). 3. Continue the public hearing and request additional information from the applicant or staff. STAFF RECOMMENDATION Staff recommends Alternative No. 1. ACTION REQUESTED Offer a motion to recommend to the City Council the approval of the request to rezone the subject property to Low Density Residential (R-1A) and Urban Residential (R-1B). lie Kli a Planner II is\commdev\boaa-pc\1997\may08\rzetdn1k.doc n�•: ere" ,. cI ,� \ EXHIBIT YAC , , • 1 li'k<1.,_ . . ,- IL ......-,..!.....,K,H- ,.. . •„..: , . .,, ,,,,, „, Lit L_ ii.1i0. 111P r-- - .• , —...,: • . • .7,4,.,• ,i I• t „bi, I 1 ,./4 S�'�C?'S ITE i i t I 1 EAN LAKE I t l _ A \23 g I `. R la I AG az i I AG u AG) sl LEGEND ' AG ----. 1 -j_RR F u�J _r,.eer y,n. Zores I AG 5 _ -1cr:c_:t..,e I " wr ,a { RR �O _.r(--1 Ree ri=r,j'rl g ?• .11 Lcw Dens :y Residential i II% g 77-7" i✓rbcn ResiderrCci C', Old Shakopee Resident:c, 77 Medium Density Residenti RR AGi Maltiple Fdmily ResidenticI C.. \)>' � .1( ` a ! jfHi Ycy Easiness � } B2 Office Business R PIKE ! I Centrcl Business Q9s\a LAKE I z j7? I Light Industrial 7771 Hecvy industrial y , Mcjcr Recrect'cn O•rerIc•1 Zones —7-cncreicrd „r,^iCn Disr'Ct EXHIBIT C • § 1 2 - SEC. 11.22. AGRICULTURAL PRESERVATION ZONE (AG). • Subd. 1. Purpose. The purpose of the agricultural preservation zone is to preserve and promote agriculture in the unsewered areas of the City which are suitable for such use, to prevent scattered and leap-frog non-farm growth, and to prevent premature expenditures for such public services as roads, sewer, water, and police and fire protection. Subd. 2. Permitted Uses. Within the agricultural preservation zone, no structure or land shall be used except for one or more of the following uses: A. agricultural uses; •• B. single family detached dwellings; C. forestry and nursery uses; D. seasonal produce stands; E. riding academies; F. utility services; G. public recreation; H. public buildings; • I. day care facilities serving 12 or fewer persons; J. group family day care facilities serving 14 or fewer children; or K. residential facilities serving six (6) or fewer persons. Subd. 3. Conditional Uses. Within the agricultural preservation zone, no structure or land shall be used for the following uses except by conditional use permit A. commercial feedlots, which include yards, lots, pens, buildings, or other areas or structures used for the confined feeding of livestock or other animals for food, fur, pleasure, or resale purposes; B. home occupations; C. retail sales of nursery and garden supplies; D. cemeteries; E. churches and other places of worship; F. agricultural research facilities, which are facilities specifically operated for the purpose of conducting research in the production of agricultural crops, including research aimed at developing plant varieties. This term specifically excludes research • pp�nmaw n 1996 1111 § 11.22 .• regarding the development or research of soil conditioners, fertilizers, or other • chemical additives placed in or on the soil or for the experimental raising of animals; G. animal hospitals and veterinary clinics; H. kennels. A kennel is any premise in which more than two domestic animals, over six months of age, are boarded, bred or offered for sale; I. public or private schools having a course of instruction approved by the Minnesota Department of Education for students enrolled in K through grade 12, or any portion thereof J. commercial recreation, minor, K. utility service structures; L day care facilities serving 13 through 16 persons; M. residential facilities serving from 7 through 16 persons; N. wind energy conversion systems or windmills; 0. relocated structures; P. structures over 2-1/2 stories or 35 feet in height; Q. developments containing more than one principal structure per lot; or R. other uses similar to those permitted in this subdivision, as determined by the Board of Adjustment and Appeals. Subd. 4. Permitted Accessory Uses. Within the agricultural preservation zone the following uses shall be permitted accessory uses: A. machinery and structures necessary to the conduct of agricultural operations; B. garages; C. fences; D. recreational equipment; E. stables; F. swimming pools; G. solar equipment; H. tennis courts; ppp revolted s1 1996 • 1112 § 11.23 I. receive only satellite dish antennas and other antenna devices; or • J. other accessory uses, as determined by the Zoning Administrator. Subd. 5. Design Standards. Within the agricultural preservation zone, no land shall be used, and no structure shall be constructed or used, except in conformance with the following requirements: •• A. Maximum density: one dwelling per 40 acres. B. Lot specifications: Minimum lot width: 1000 feet Minimum lot depth: 1000 feet Minimum front yard setback 100 feet Minimum side yard setback 20 feet. Minimum rear yard setback 40 feet. C. Maximum height 35 feet. Grain elevators, barns, silos, and elevator lags may exceed this limitation without a conditional use permit. Subd. 6. Additional Requirements. A. All dwellings shall have a depth of at least 20 feet for at least 50 percent of their width. All dwellings shall have a width of at least 20 feet for at least 50 percent of their depth. B. All dwellings shall have a permanent foundation in conformance with the Minnesota State Building Code. (Ord. 31, October 25, 1979; Ord. 264, May 26, 1989; Ord. 279, December 1, 1989; Ord. 304, November 7, 1991; Ord. 377, July 7, 1994; Ord. 435, November 30, 1995) SEC. 11.23. Reserved. gave revised In 1996 1113 EXHIBIT D • § 11.44 • SEC. 11.44. LIGHT INDUSTRY ZONE (I-1). Subd. 1. Purpose. The purpose of the light industry zone is to provide an area for industrial, light manufacturing, and office uses which are generally not obtrusive and which serve as a transition between more intensive industrial sites and residential and business land uses. Subd. 2. Permitted Uses. Within the light industry zone, no structure or land shall be used except for one or more of the following uses: A. warehousing and wholesaling conducted entirely within an enclosed building, except those involving a project that fits within one of the Mandatory EIS Categories under Minn. Rules 4410.4400; B. research laboratories conducted entirely within an enclosed building; C. establishments supplying goods or services primarily to industrial uses; D. agricultural uses, but limited to the growing of field crops; E. utility services; F. utility service structures; G. offices within the principal structure and directly associated with another permitted use; or • H. public buildings. Subd. 3. Conditional Uses. Within the light industry zone, no structure or land shall be used for the following uses except by conditional use permit A. manufacturing, fabrication, processing, and assembly operations conducted entirely within an enclosed building, except those involving a project that fits within one of the Mandatory EIS Categories under Minn. Rules 4410.4400; B. airports and heliports; C. vehicle repair,. D. landscaping services and contractors; E. retail sales of products manufactured, fabricated, assembled, or stored on site; F. commercial vehicle rental facilities; G. self-storage facilities; H. industrial or technical training schools; • pp.rimmed 19S6 1235 § 11.44 I. J. restaurants, class I or class II, contained within a principal structure and oriented • toward serving employees or those working in the immediate area; residences for security personnel; K. exterior storage; L. day care facilities; M. structures over 45 feet in height; • N. developments containing more than one principal structure per lot; or 0. other uses similar to those permitted in this subdivision, as determined by the Board of Adjustment and Appeals. Subd. 4. Permitted Accessory Uses. Within the light industry zone the following uses shall be permitted accessory uses: A. parking and loading spaces; B. temporary construction buildings; C. decorative landscape features; and D. other accessory uses customarily appurtenant to a permitted use, as determined by the Zoning Administrator. • Subd. 5. Design Standards. Within the light industry zone, no land shall be used, and no structure shall be constructed or used, except in conformance with the following minimum requirements: A. Density: minimum lot area: (with City services): 1 acre (without City services): 20 acres B. Maximum impervious surface percentage: 75% C. Lot specifications: minimum lot width: (with City services): 100 feet (without City services): 600 feet minimum front yard setback: 30 feet minimum side yard setback: 15 feet minimum rear yard setback: 30 feet minimum side or rear yard setback from residential zones: 100 feet paparevo.a m 1996 • 1236 1 § 11.45 11111D. Maximum height 45 feet without a conditional use permit. (Ord. 31, October 25, 1979; Ord. 96, November 11, 1982; Ord. 138, November 24, 1983; Ord. 186, January 30, 1986; Ord. 203, July 10, 1986; Ord. 264, May 26, 1989; Ord. 279, December 1, 1989; Ord. 377, July 7, 1994; Ord. 429, November 2, 1995) SEC. 11.45. Reserved. • • • • page nviwd n 1996 1237 EXHIBIT E § 11.26 SEC. 11.26. LOW DENSITY RESIDENTIAL ZONE (R-1A). Subd. 1. Purpose. The purpose of the low density residential zone is to allow large-lot single family development in areas of the City served by sanitary sewer and water. Subd. 2. Permitted Uses. Within the low density residential zone, no structure or land shall be used except for one or more of the following uses: A. single family detached dwellings; B. public recreation; .• C. utility services; D. public buildings; E. day care facilities serving 12 or fewer persons; F. group family day care facilities serving 14 or fewer children; or G. residential facilities serving six (6) or fewer persons. Subd. 3. Conditional Uses. Within the low density residential zone, no structure or land shall be used for the following uses except by conditional use permit: A. churches and other places of worship; • B. home occupations; C. public or private schools having a course of instruction approved by the Minnesota Department of Education for students enrolled in K through grade 12, or any portion thereof; D. utility service structures; E. day care facilities serving 13 through 16 persons; F. residential facilities serving from 7 through 16 persons; G. structures over 2-1/2 stories or 35 feet in height; H. developments containing more than one principal structure per lot; or 1. other uses similar to those permitted in this subdivision, as determined by the Board of Adjustment and Appeals. Subd.4. Permitted Accessory Uses. Within the low density residential zone, the following uses shall be permitted accessory uses: A. garages; • page revised m 1996 1125 § 11.26 . B. fences; C. recreational equipment; • . D. gardening and other horticultural uses not involving retail sales; E. swimming pools; F. •' tennis courts; G. solar equipment; or H. other accessory uses, as determined by the Zoning Administrator. Subd. 5. Design Standards. Within the low density residential zone, no land shall be used, and no structure shall be constructed or used, except in conformance with the following requirements: A. Maximum density: three dwellings per acre. Streets shall be excluded in calculating acreage. B. Maximum impervious surface percentage: 50% C. Lot specifications: Minimum lot width: 80 feet Minimum lot depth: 160 feet Minimum front yard setback: 35 feet. • Minimum side yard setback 15 feet. Minimum rear yard setback 40 feet. D. Maximum height: No structure shall exceed thirty-five (35) feet in height without a conditional use permit. Subd. 6. Additional Requirements. A. All dwellings shall have a depth of at least 20 feet for at least 50 percent of their width. All dwellings shall have a width of at least 20 feet for at least 50 percent of their depth. B. All dwellings shall have a permanent foundation in conformance with the Minnesota State Building Code. (Ord. 377, July 7, 1994; Ord. 435, November 30, 1995) SEC. 11.27. Reserved. page rimmed in 1996 • 1126 1 § 11.28 EXHIBIT F SEC. 11.28. URBAN RESIDENTIAL ZONE (R-1B). • Subd. 1. Purpose. The purpose of the urban residential zone is to provide an area for residential development where public sanitary sewer and water are available. Subd. 2. Permitted Uses. Within the urban residential zone, no structure or land shall be used except for one or more of the following uses: A. single family detached dwellings; B. existing single family attached dwellings; C. existing two family dwellings; D. public recreation; E. utility services; F. public buildings; G. day care facilities serving 12 or fewer persons; H. group family day care facilities serving 14 or fewer children; or I. residential facilities serving six (6) or fewer persons. • Subd. 3. Conditional Uses. Within the urban residential zone, no structure or land shall be used for the following uses except by conditional use permit: A. churches and other places of worship; B. home occupations; C. cemeteries; D. public or private schools having a course of instruction approved by the Minnesota Board of Education for students enrolled in K through grade 12, or any portion thereof; E. bed and breakfast inns; F. utility service structures; G. day care facilities serving 13 through 16 persons; H. residential facilities servicing from 7 through 16 persons; I. relocated structures; J. structures over 2-1/2 stories or 35 feet in height; • pave revised n 1996 1127 _ ars: § 11.28 • K. developments containing more than one principal structure per lot; or L. other uses similar to those permitted by this subdivision, as determined by the Board of Adjustment and Appeals. Subd.4. Permitted Accessory Uses. Within the urban residential zone,the following uses shall be permitted accessory uses: A. garages; B. fences; C. recreation equipment; D. gardening and other horticultural uses not involving retail sales; E. swimming pools; F. tennis courts; G. solar equipment; or H. other accessory uses, as determined by the Zoning Administrator. • Subd. 5. Design Standards. Within the urban residential zone, no land shall be used, and no structure shall be constructed or used, except in conformance with the following requirements: A. Maximum density: five dwellings per acre. Streets shall be excluded in calculating acreage. B. Maximum impervious surface percentage: 50% C. Lot specifications: Minimum lot width (single-family detached): 60 feet; (existing two-family dwelling): 70 feet Minimum lot depth: 100 feet Minimum front yard setback: 30 feet Minimum side yard setback: 10 feet Minimum rear yard setback: 30 feet D. Maximum height: No structure shall exceed thirty-five (35) feet in height without a conditional use permit. page rr.sI0 m 1996 • 1128 § 11.29 - • Subd. 6. Additional Reauirements. A. All dwellings shall have a depth of at least 20 feet for at least 50 percent of their width. All dwellings shall have a width of at least 20 feet for at least 50 percent of their depth. B. All dwellings shall have a permanent foundation in conformance with the Minnesota State Building Code. (Ord. 31, October 25, 1979; Ord. 60, May 14, 1981; Ord. 159, February 28, 1985; Ord. 264, May 26, 1989; Ord. 377, July 7, 1994; Ord. 435, November 30, 1995) SEC. 11.29. Reserved. • • page nvwd in 1996 1129 .......,•.. tx3a w\\ o A14- _ jig? ' : - - 1.4 . AL14 ���_ � �'� '6,',,c,,,.‘,', AAF 7,1272t..111:1fr:7tt,'",.., \i r,it7:j.1 * 1 ` ! ,,.. I.,J I il Uhl \I 40,:t _ I yrnIl�o ,I 41 2O //� A 'd' 0•C �. . r : J 1 iv . . (, ' . Abp _ � 1 \\ --, r dr 1 i M tr. . 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II1 t t.:1 v 1-- f n le JII _ Ci 0 1111 .5 n In vi-..3., to §R I O 1 > 4.vt9L'9LSI v 'l 3 „C►,Z600 S , 1 6/ t 101 1N311NN3n00 i” !0 1331 ti i0O Alm 3H1 1O 3141 LSY3..� • O CITY OF SHAKOPEE �1�femorandum_ Michael Leek, Community Development Director TO: f FROM: Bruce Loney,Public Works Director , SUBJECT: East Dean Lake PUD and Orchard Park West PUD Street Widths/Right-of-Way Widths DATE: August 21, 1997 This memorandum is in regards to the issue of public street widths and public right-of--way residentiale City of subdivisions. As you well know the currentThe Subdivision Review widths for right-of-way width. of Shakopee is a 36' street width within a 60' rig Y has received memos from the Engineering Departmentund a report in abackto April was to Committee lanesmand 96 on street width study as per City Council direction. City o ave wo one dr determine what the minimum street width should be for a street re street t width parking low volume one driving lane. Based on the study done by staff the mstreet width were streets could be 32'.. This would accommodate emergency vehicle tr ffi the euents during the w worst conditions. The factors that were taken into account in determi g as follows: 1. The winter condition which represents the worst case scenario condition for street width design. to staff Number of parking lanes or driving lanes desired for local street which was given 2. Council directive. by City 3. Specific width to facilitate emergency vehicle traffic or snow plow equipment between parked cars safely. g the street Rutherford'smemorandum on August 14, 1997 does an excellet job Committee Joel sappears that from the Subdivision Review width issue as it exists today. It developers wish to add additional discussions, our street width based on a Council directive,that categories in street width/right-of-way width design. These beingublic streets with one side p the street width and right- of-way parking only or no parking allowed on the public streets, and adjusting p widths accordingly. I believe it is important to establish standards which are clear cut and simple to administer. If van Council will Commission. and City have to determine if this the appropriate street design 'ous street width categories are allowed, staff,Planning each for street that comes forth in each ro to is if developers have a choice of deciding if they development. An example I'm referring lane, or no parking lanes, and use the parking lanes, or one parking policy want ua streett with two staff can ' s street widths and right-of--way widths to determine must determine. Engineering vanou decision that the Planning Commission and City Council advise and recommendations as to the street width design based on criteria provide technical a given to us. Another consideration in regards to narrower streets that perhaps do not have an impact in subdivision review and approval,but will have an impact on future maintenance of the street is that during snow emergency periods. These streets are simply too narrow to allow parking of any kind to facilitate snow removal operations. Also, the City's ordinance allows parking on alternate sides of the street on alternate days and this ordinance needs to be revisited with the newer type of developments that are being proposed in the City of Shakopee. This memorandum is for your information and consideration. I will be at the Planning Commission meeting tonight to offer my additional comments as well. If you have any questions in regard to this memo,please feel free to see me. CITY OF SHAKOPEE Memorandum RECEIVED To: The Shakopee City Planning Commission AUG 1 3 1991 FROM: Terry Link, Fire Chief SUBJECT: Street width DATE: 8/12/97 INTRODUCTION: It has come to our attention that several new developments are considering street widths under 36 feet. The Shakopee Fire Department finds street widths of 32 feet or less to be inadequate, using commonly available equipment and proven progressive fire fighting tactics. DISCUSSION: Today's accepted interior fire fighting tactics require multiple apparatus be in close proximity to each other and possibly pass each other on the street to lay lines to the attack pumper or a supply pumper. Equipment and ladder trucks frequently need to be next to each other to create a safe and efficient scene. OSHA standards require two attack lines be charged and ready with personnel before an interior attack can be started. This requires multiple apparatus to meet at the scene to provide adequate manpower and establish a water supply. Ladder trucks and heavy rescues must also be in immediate proximity to the scene to provide all of the needed resources. With commonly available fire apparatus a minimum street width of 36 feet is required to provide a safe and efficient scene. This width allows two fire apparatus to pass each other(to establish water supply or ladder operation) or set up side by side. This width barely allows for street car parking on both sides of the street. A car on each side of the street removes approximately 14 feet of width. Snow accumulation removes approximately 2 feet of width per side. Approximately 18 feet of street remain. Modern fire apparatus are approximately 106" wide. Two apparatus side by side are over 17 feet across without any space between them. If street width is reduced, even with no parking regulations or covenants, street parking will happen and we will be in a compromised position for emergency response. It is common for fire departments to build fire apparatus specific to an existing hazard or condition which already exists such as narrow streets in an old or historic community. It does not make sense to create a new hazard or condition which makes current commonly available and multiple use apparatus less effective. RECOMMENDATION: The Shakopee Fire Department recommends that the City of Shakopee maintain the 36 foot minimum street width. CITY OF SHAKOPEE �� r Memorandum i \ To: Mark McNeill, City Administrator FROM: Terry Link, Fire Chief SUBJECT: Street width SIAAZ DATE: 8/24/97 p Q, i y� LI mit If/v,'Q `1 '' cc INTRODUCTION: It has come to our attention that several new developments are considering street widths under 36 feet. The Shakopee Fire Department finds street widths of 32 feet or less to be inadequate, using commonly available equipment and proven progressive fire fighting tactics. DISCUSSION: Today's accepted interior fire fighting tactics require multiple apparatus be in close proximity to each other and possibly pass each other on the street to lay lines to the attack pumper or a supply pumper. Equipment and ladder trucks frequently need to be next to each other to create a safe and efficient scene. OSHA standards require two attack lines be charged and ready with personnel before an interior attack can be started. This requires multiple apparatus to-meet at the scene to provide adequate manpower and establish a water supply. Ladder trucks and heavy rescues must also be in immediate proximity to the scene to provide all of the needed resources. The Uniform Fire Codes adopted by the state of Minnesota clearly state that the unobstructed street access (no parking or snow accumulation) width must be a minimum of 20 feet. The fire chief is allowed to increase this width when in his opinion it is not adequate to provide fire apparatus access. NFPA(National Fire Protection Association) Fire Standards which we reference for our day to day operations require roadways to be not less than 30 feet wide if parallel parking is allowed on one side, and not less than 36 feet wide if parallel parking is allowed on both sides (NFPA 1141 Section 3-1.6). These are nationally recognized standards which we try to follow in cases such as this. With commonly available fire apparatus a minimum street width of 36 feet is required to provide a safe and efficient scene. This width allows two fire apparatus to pass each other(to establish water supply or ladder operation) or set up side by side. This width barely allows for street car parking on both sides of the street. A car on each side of the street removes approximately 14 feet of width. Snow accumulation removes approximately 2 feet of width per side. Approximately 18 feet of street remain. Modern fire apparatus are approximately 106" wide. Two apparatus side by side are over 17 feet across without any space between them. If street width is reduced, even with no parking regulations or covenants, street parking will happen and we will be in a compromised position for emergency response. It is common for fire departments to build fire apparatus specific to an existing hazard or condition which already exists such as narrow streets in an old or historic community. It does not make sense to create a new hazard or condition which makes current commonly available and multiple use apparatus less effective. • RECOMMENDATION: We find the recommendation of the Shakopee Planning Commission which would allow 32 foot streets with parking on both sides and 28 feet with parking on one side to be unacceptable. This configuration would not follow nationally recognized NFPA standards. With accumulation of snow on both sides of the street would make the street width inadequate for standard fireground operations. The Shakopee Fire Department recommends that the City of Shakopee maintain the 36 foot minimum street width. RESOLUTION NO.4751 < A RESOLUTION OF THEE OST DEVELOPMETN SOTA,APPROVING PLA OVERLAY DISTRICT#14,EAST DEAN LAKE WHEREAS,Valley Green Business Park, a Minnesota Limited Partnership;The Minneapolis Foundation, a Minnesota Non-Profit organization; Shakopee Crossings Limited Partnership, a Wisconsin Limited Partnership; and Nevac II LLC, a Wisconsin Limited Liability Corporation; owners of the properties described on Exhibit A, attached hereto, have made application for approval of a residential Planned Unit Development(PUD); and WHEREAS,the Planning Commission of the City of Shakopee did review the Planned Unit Development of East Dean Lake on May 8,May 22,June 12, June 19, July 24, August 7 and August 21, 1997, and recommended its approval subject to conditions, and contingent on a negative declaration by the City Council on the need for an EIS; and WHEREAS, all notices of the public hearing for the Planned Unit Development were duly sent and posted and all persons appearing at the hearing have been given an opportunity to be heard thereon. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE,MINNESOTA, as follows: That the Planned Unit Development Overlay District#14,East Dean Lake is hereby approved subject to the following conditions: 1) Transportation: a) Street right-of-way dedicated to the City for the collector street identified as "A" Street shall be 100 feet wide. b) Street right-of-way for all local streets shall be 55 feet wide. c) The following streets shall be 28 feet wide, measured from curb face to curb face: i) B Street ii) C Street iii) D Street iv) E Street v) F Street vi) G Street vii)H Street viii) I Street ix) J Street x) K Street xi) L Street xii)The inner and outer streets in the proposed "Centex" neighborhood (Neighborhood #4) d) Parking shall be prohibited on "A" street and shall be limited to one side on all local streets, and all streets signed appropriately. The parking plan for the PUD shall be approved by the City Engineer prior to approval of any final plat, shall be incorporated into the homeowners association regulations, and will remain in effect unless specifically authorized otherwise by the City Council. e) "A" street shall end in a temporary cul de sac meeting the City's standards for permanent cul de sacs, until such time as CSAH 21 is extended past the southwest corner of the PUD, at which time "A" street will be connected to CSAH 21. f) The maintenance of roadway medians and other landscape islands shall be the responsibility of the homeowners' associations. g) A 5' sidewalk shall be provided on one side of all streets. 2) Wetlands: a) The wetland information submitted is made a part of the PUD record. However, the wetland mitigation plan(s) shall be reviewed at the time of final plat and shall be consistent with the requirements of the Wetland Conservation Act. 3) Parks/Open Space: a) The homeowners associations shall maintain medians and landscape islands. b) All parks (except the tot lot areas), open space and wetlands indicated on the development plan titled "Roadway and Open Space Dedication Plan," dated "revised 7/24/97" shall be dedicated to the City. 4) Zoning Standards: a) The PUD shall have an overall density, excluding right-of-way and wetlands, of 2.51 dwelling units/acre. b) The PUD shall provide 85 acres of upland open space. c) The lot standards and variations shall be as found on pages 28-30 of the April 28, 1997, application submission. d) The construction of up to 300 units of townhouses shall be allowed in Neighborhood 4 of the approved PUD plan. The development of Neighborhood 4 will be subject to a separate site plan review process. 5) Unless otherwise modified by this resolution, the PUD shall be governed by the requirements of the underlying zoning districts. BE IT FURTHER RESOLVED,that the Mayor and City Clerk are hereby authorized and directed to execute said Planned Unit Development. Adopted in session of the City Council of the City of Shakopee, Minnesota, held the day of , 1997. .I f r Mayor of the City of Shakopee ATTEST: City Clerk PREPARED BY: City of Shakopee 129 South Holmes Street Shakopee,MN 55379 S% G . CITY OF SHAKOPEE Memorandum TO: Honorable Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development (PUD Overlay District No. 14) MEETING DATE: September 30, 1997 ITEM NO.: 5.c. Introduction: Jon Albinson, on behalf of Valley Green Business Park, The Minneapolis Foundation, Shakopee Crossings Limited Partnership and Nevac II LLC, has made application for approval of a PUD overlay district entitled East Dean Lake. Discussion: The proposed project is perhaps the largest, single residential project the City has seen or may see in the future. Indeed, it is one of the largest, if not the largest, project under review in the Metropolitan Area at present. Because of the character of the subject properties (e.g., forested areas, large and significant wetland complex), the applicants have chosen to seek PUD approval to allow flexibility within the development. Specifically, the applicants have sought variations from right of way requirements and width standards for local streets, and variations (particularly in the proposed Centex development) from lot width and setback standards. Copies of pages 28-30 of the original submission, which set forth the zoning variations requested, are attached to this report for the Council's information. As can be seen from the attached reports and minutes, as well as the material provided by the applicants, the largest issues related to streets. Staff's original recommendation to the Planning Commission was approval, but subject to the current right of way and street width standards. However, the attached resolution has been drafted to include the Planning Commission's recommendations on these issues. Alternatives: In the event that the Council makes a negative declaration on the need for an EIS for the subject project, the Council has the following alternatives; pudedlk/RML 1 1. Offer and approve Resolution No. 4751, A Resolution of the City of Shakopee, Minnesota, Approving Planned Unit Development Overlay District No. 14, East Dean Lake PUD, Council subject to the following conditions; 1) Transportation: a) That 55 feet right-of-way be dedicated for all local streets. b) The following streets shall be 28 feet wide, measured from curb face to curb face: i) B Street ii) C Street iii) D Street iv) E Street v) F Street vi) G Street vii)H Street viii) I Street ix) J Street x) K Street xi) L Street xii)The inner and outer streets in the proposed "Centex" neighborhood (Neighborhood#4) c) The maintenance of roadway medians and other landscape islands shall be the responsibility of the homeowners' associations. 2) Wetlands: a) The wetland information submitted is made a part of the PUD record. However, the wetland mitigation plan(s) shall be reviewed at the time of final plat and shall be consistent with the requirements of the Wetland Conservation Act. 3) Parks/Open Space: a) Medians and landscape islands shall be maintained by the homeowners' associations. 4) Zoning Standards: a) The PUD shall have an overall density, excluding right-of-way and wetlands, of 2.51 dwelling units/acre. b) The PUD shall provide 85 acres of upland open space. c) The lot standards and variations shall be as found on pages 28-30 of the April 28, 1997, application submission. 2. Offer and approve Resolution No. 4751, A Resolution of the City of Shakopee, Minnesota, Approving Planned Unit Development Overlay District No. 14,East Dean Lake PUD, Council subject to revised conditions. 3. Do not approve the proposed PUD. 4. Table the matter for additional information or other specific reasons. pudedlk/RML 2 In the event that the Council determines there is a need for an EIS, the Council has the following alternatives available; 5. Offer and deny Resolution No. 4751; 6. Table the request. Planning Commission Recommendation: The Planning Commission recommended approval subject to the conditions outlined above. A copy of the minutes of the August 21, 1997, Planning Commission meeting is attached for the Council's information. Action Requested: In the event that the Council makes a negative declaration on the need for an EIS, offer and pass Resolution No. 4751, A Resolution of the City of Shakopee, Minnesota, Approving Planned Unit Development Overlay District#14, East Dean Lake. In the alternative; In the event that the Council makes a positive declaration on the need for an EIS, offer and deny Resolution No. 4751, A Resolution of the City of Shakopee, Minnesota, Approving Planned Unit Development Overlay District #14, East Dean Lake; Or, Table the request. pudedlk/RML 3 City of Shakopee Page 9 Planning Commission August 21, 1997 DEVELOPMENT PROPOSES RESIDENTIAL DEVELOPMENT AND IS LOCATED EAST OF DEAN LAKE. WEST OF COUNTY ROAD 18. SOUTH OF HIGHWAY 169. AND NORTH OF COUNTY ROAD 16. Mr. Nummer removed himself from discussion because of a conflict of interest and left the meeting. Mr. Leek discussed changes to the conditions. Phil Carlson, DSU, Inc.; stated they are in favor of all conditions with some minor changes to Item Six. He discussed plans for a homeowners association. He requested 28 foot wide streets be allowed. Motion: Mars/Romansky offered a motion to close the public hearing. Vote: Motion carried unanimously. Motion: Mars/Meilleur moved to allow 55 foot right-of-way. Vote: Motion carried unanimously. Motion: Mars/Joos moved to allow 28 foot wide streets with parking on one side and with sidewalk on the other side, with the homeowners association(s) to be involved with enforcement of parking. Mr. Meilleur believed 32 feet was the consensus earlier in the meeting, but there needs to be balance. He believed there is some inconsistency with granting 28 feet in this development and not another. Mr. Brekke stated the traffic systems in this development will never be integrated with any other local streets and because of environmental sensitivity the 28 foot streets should be implemented. Mr. Mars discussed why 28 foot streets should be allowed in this development. He stated there will never be any flow through traffic. Mr. Stoltzman believed the minimum street width should be 32 feet for safety reasons. Mr. Brekke believed this will make the development a family-oriented development rather than a car-oriented development. City of Shakopee Page 10 Planning Commission August 21, 1997 Vote: Motion carried, 4 to 2, with Mr. Mielleur and Ms. Romansky voting against the motion, and Mr. Nummer abstaining. Motion: Mars/Stoltzman moved to recommend approval of the PUD subject to the following amended conditions: A. The recommendation is contingent on the City Council making a negative declaration on the pending EAW for this project. B. The Planned Unit Development application dated April 28, 1997, shall not be reviewed by the City Council until the application and related material are revised to be consistent with the additional recommendations stated below. C. Issues raised in association with the EAW review for this project shall be addressed as part of the Planned Unit Development application and related material revisions prior to City Council review of the Planned Unit Development. D. Transportation: 1. That 55 feet right-of-way be dedicated for all local streets. 2. The following streets shall be 28 feet wide, measured from curb face to curb face: a) B Street b) C Street c) J Street d) K Street e) L Street f) The outer streets in the proposed "Centex" neighborhood 3. The following streets shall be 28 feet wide, measured from curb face to curb face: a) D Street b) E Street c) F Street d) G Street e) H Street f) I Street g) The inner streets in the proposed "Centex" neighborhood 4. The maintenance of roadway medians and other landscape islands shall be the responsibility of the homeowners' associations. D. Wetlands: City of Shakopee Page 11 Planning Commission August 21, 1997 1. The wetland information submitted is made a part of the PUD record. However, the wetland mitigation plan(s) shall be reviewed at the time of final plat and shall be consistent with the requirements of the Wetland Conservation Act. E. Parks/Open Space: 1. Medians and landscape islands shall be maintained by the homeowners associations. F. Zoning Standards 1. The PUD shall have an overall density, excluding right-of- way and wetlands, of 2.51 dwelling units/acre. 2. The PUD shall provide 85 acres of upland open space. 3. The lot standards and variations shall be as found on pages 28-30 of the April 28, 1997, application submission. Vote: Motion carried, 5 to 1 with Ms. Romansky voting against the motion and with Mr. Nummer abstaining. 10. *FINAL PLAT: TO CONSIDER THE FINAL PLAT OF EAGLE RIDGE 1ST, LOCATED NORTH OF COUNTY ROAD 16 AND ON BOTH SIDES OF SARAZIN STREET. This item was recommended for approved to the City Council, subject to the following conditions, as part of the Consent Agenda, with Ms. Romansky abstaining due to a conflict of interest. A. Prior to City Council review of the Final Plat the following actions must be completed: 1. The final plat drawing shall show controlled access for County Road 16, as required by Scott County. B. At the time of application for building permits and/or conditional use permit, the density for the development shall be reviewed to ensure that it complies with the minimum of seven and maximum of eighteen dwelling units per acre, excluding public right-of-way, as required by the City Code. C. The following procedural actions must be completed prior to the recording of the Final Plat: 1. Approval of title by the City Attorney. 2. Execution of a Developers Agreement for construction of required public improvements: a. Street lighting to be installed in accordance with the requirements of the Shakopee Public Utilities Commission. b. Electrical system to be installed in accordance with the requirements of the Shakopee Public Utilities Commission. 3 3 East Dean Lake PUD and Concept Plan April 1997 -Page 28 3 3 3 The monumentation is proposed to be at the major entrances to the East Dean Lake development,primarily at 3 the east edge. The monumentation will consist of a stone a masonry monument structure surrounded with a naturalized planting on either side of the boulevard with center island monumentation in the boulevard median. The signage will include an icon and area name with a size of approximately 3 60 square feet for each monument. The center median 3 monument will have signage of approximately 30 square feet. 3 In addition to the main entrance monuments,there will be 3 individual neighborhood monumentation of slightly smaller scale for each neighborhood. These will also be developed 3 at the edge of right-of-way and within the median of the 3 entrance. The design of the signage package will accompany each phased development with preliminary and 3 final plat submittal. 3 Master Plan Development Summary Total Acreage 1.8 u/ac 539 ac Open Space,including wetlands 199 ac 3 R.O.W. 74 ac 3 Local 45 ac Collector 13.5 ac Arterial 15.5 ac 3 Net Developable Acres 3u/ac 266 ac 3 Number of Units 848 Neighborhood 1 (net of ROW&open 120 Lots space) 3 3 3 3 3 3 3 East Dean Lake PUD and Concept Plan April 1997 Page 29 Riparian Lots(Shoreland 27 Lots District) Min. Lot Size 40,000 sq. ft. Min.Lot Width 125' Nor Min.Front Yard 30' ram Min.Rear Yard 30' Min. Side Yard 15' Non-Riparian Lots(Shoreland 40 Lots District) smir Minimum Lot Size 20,000 sq. ft. Minimum Lot Width 100' Minimum Front Yard 30' Minimum Rear Yard 30' Minimum Side Yard 10' Lots Outside Shoreland Overlay 53 Lots Imr Minimum Lot Size 15,000 sq.ft. Minimum Lot Width 90' Minimum Front Yard 30' Minimum Rear Yard 30' INN Minimum Side Yard 5'&10'(15 total) Neighborhood 2(net of ROW&open space) 157 Lots Minimum Lot Size 6,000 sq.ft. Minimum Lot Width 55' Minimum Front Yard 25' Minimum Rear Yard 25' Minimum Side Yard 5' -..,._. ' East Dean Lake PUD and Concept Plan April 1997 Page 30 ■ Neighborhood 3 (net of ROW&open space) 271 Lots ' Minimum Lot Size 10,000 sq. ft. ■ Minimum Lot Width 80' ■ Minimum Front Yard 25' Minimum Rear Yard 25' Minimum Side Yard 5 &10' (15 total) ■ ■ Neighborhood 4(net of ROW&open space) 300 Units Minimum Building Lot Size bldg pad+10' ■ Minimum Front Yard 25' Minimum Rear Yard 30' ■ Minimum Side Yard 10' Parking 11 1 garage stall min/unit 1 parking stall in driveway 111 Average 1.5 garages/unit Average visitor stall within ROW.4 Total Units 848 3 a RESOLUTION NO.4751 A RESOLUTION OF THE CITY OF SHAKOPEE,MINNESOTA,APPROVING PLANNED UNIT DEVELOPMENT OVERLAY DISTRICT#14,EAST DEAN LAKE WHEREAS,Valley Green Business Park, a Minnesota Limited Partnership;The Minneapolis Foundation, a Minnesota Non-Profit organization; Shakopee Crossings Limited Partnership, a Wisconsin Limited Partnership; and Nevac II LLC, a Wisconsin Limited Liability Corporation; owners of the properties described on Exhibit A, attached hereto, have made application for approval of a residential Planned Unit Development(PUD); and WHEREAS,the Planning Commission of the City of Shakopee did review the Planned Unit Development of East Dean Lake on May 22, June 12, June 19, July 24, August 7 and August 21, 1997, and recommended its approval contingent on a negative declaration by the City Council on the need for an EIS, and subject to conditions; and WHEREAS, all notices of the public hearing for the Planned Unit Development were duly sent and posted and all persons appearing at the hearing have been given an opportunity to be heard thereon. NOW, THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHAKOPEE,MINNESOTA, as follows: That the Planned Unit Development Overlay District#14,East Dean Lake is hereby approved subject to the following conditions: 1) Transportation: a) That 55 feet right-of-way be dedicated for all local streets. b) The following streets shall be 28 feet wide, measured from curb face to curb face: i) B Street ii) C Street iii) D Street iv) E Street v) F Street vi) G Street vii)H Street viii) I Street ix) J Street x) K Street xi) L Street xii)The inner and outer streets in the proposed "Centex" neighborhood (Neighborhood #4) c) The maintenance of roadway medians and other landscape islands shall be the responsibility of the homeowners' associations. pudedlk/RM L 4 2) Wetlands: a) The wetland information submitted is made a part of the PUD record. However, the wetland mitigation plan(s) shall be reviewed at the time of final plat and shall be consistent with the requirements of the Wetland Conservation Act. 3) Parks/Open Space: a) The homeowners associations shall maintain medians and landscape islands. 4) Zoning Standards: a) The PUD shall have an overall density, excluding right-of-way and wetlands, of 2.51 dwelling units/acre. b) The PUD shall provide 85 acres of upland open space. c) The lot standards and variations shall be as found on pages 28-30 of the April 28, 1997, application submission. 5) Unless otherwise modified by this resolution, the PUD shall be governed by the requirements of the underlying zoning districts. BE IT FURTHER RESOLVED,that the Mayor and City Clerk are hereby authorized and directed to execute said Planned Unit Development. Adopted in session of the City Council of the City of Shakopee, Minnesota, held the day of , 1997. Mayor of the City of Shakopee ATTEST: City Clerk PREPARED BY: City of Shakopee 129 South Holmes Street Shakopee, MN 55379 pudedlk/RML 5 EXHIBIT A Legal Descriptions City of Shakopee Resolution No. 4751,Approving PUD Overlay District# 14, East Dean Lake pudedlk/RML 6 AREAS TOTAL PROPERTY - 2.3,756,659 82 SQUARE FEET : 545.38 ACRES SHAKOPEE 500 = 7,439,503.03 SQUARE FEET: 170.79 ACRES MINNEAPOLIS FOUNDATION 4,513,313.11 SQUARE FEET : 103.61 ACRES VALLEY GREEN BUSINESSS PARK = 11 ,803,849.97 SQUARE EEE1 : 270.98 ACRES NOTE: Areas ore scaled to the shoreline of Deans Lake. DESCRIPTION• lyingeasterly of the west 601.13 feel thereof, Government Lot 4 and the Northeo T O of port of Government Lot 3 Township 115, Ronge 22. Scott County. Minnesolo, including the accreta of the Southeast therQuareto, of Section 10. accretions and relictions (hereto, including that port thereof lying South of the south line of Section 10. on d northerly of the shore of Deon's Lake. except that portion contained in Parcel 74, Minnesolo Deportment of Transportation Right-of-Way Plot o AND Government Lot 1. Section 15, Township 115. Range 22, Scott County. Minnesota. l AND i 1 That port of the Southwest Quarter of Section 11, Township 115. Range 22 and Government Lot 1, Section Scott County, Minnesota Except (hot portio^ contained in Parcel 75, Uinne5olo I 14,Townhhip 115, Range 22. f-wo Piot No 70 14 ,... Deportment of'lronsoorlotion Right-of-Way rth+r �nrn�'sM�n '?�"r'n,?'enq,.lr,�nnr!+r ;^«m.,.,,v,., . ,firm^trvn'ANfl" / o, 77, Scott County. Minnesota. 9ol The West One-Half of the Southeast Quarter of Section 11, Township 115. Range lvwnship 115. 9 except that port of the West One-Holl of the Southeast Quarter of Section 11. Rona 22. otScott County. Minnesota. lying northerly of the following described line: Commencing of the so wOne-orner Half of(thesaid Southeast OuarterWest On-Holf f othe distance oft 92 09rfeetetoel eNorthpoint lonofg the west line hf sold West beginning of the line to be described; thence deflecting to the right 94 degrees 13 mmules 30 seconds along the southerly line of the orthaelydn t tate sl Power nogmpany s easement to the east line of said West One-Hol( of the Southeast Quarter AND alte The Northwest Ouorter of the Northeastl tOher ter . of Section 14, Township 115. Range 22. Scott County. Minnesota. lying northerly of the south 200.00 e AND 9 Northeast 115, on 1 22.otheh Northwest Rat e22,Quarter the o 13. Those parts of the East Half of the Southeast Quarter of Section 11, Township 115. Range 2 Township 115. Ouorter o1 the Range a2. nd the oSection 14, Township 9 Township 115, Range 22, and the Southwest Quarter of the Southwest Quarter of Section 12, Ronge 22. oll in Scott County, Minnesota, described as follows: assumed bearing, along the east line of saidSoutheast oc the et fou Quarter, a Southwest. Beginning at the northeast corner of the Southeast Quarter of Section 11, thence South 01 degrees 24 of 2134 43 seconds West, ont on 14 feet along 0 non-tangential cu 40minutes 07 seconds. a rows of 2275.00 feel and SeCc�tld of 2134.73 feet: thence southeasterly 62244 degrees 29 minutes 51 bearing• old curve Southos o 52 degreesol anglei of 15 degrees7 seconds o of 52 19 minutes 54 seconds Easy. thence thenceSout9 18 feetaon38 East,n onnngentl to last described dto the Northcurve, o westCesaid 7c rve h(as to cenl a2ng1e minutes f05 degrees minutest: Seco dS . r curve c seconds a radius of 2158.53 and o chord bearing of South 45degrees curve concave to the Southwest, soid curve hos a5ce central angle seconds dse degrees thence North 44 degrees 9 minutes 51 seconds West a distance of 754 00 feet: thence northwesterly 15 567.785 0mfeet along o tangential rees 09 minutes 18 seconds East. o disloncewof 1064020 feet 40 minutes 40 seconds and o radius of 7075.00 feet, thence South 29degrees to dthe north line of feel, thence ighwoyouth 0 Right-of-Way Per Document No 366002. thence Y aScott CountyHi h y 9 I the tlorlheosl Quarter of Ire t 9 west line o f the line of Right-of-Way to the w_s i north line of Scott County t Highway 9 00 degrees 04 minutes 33 seconds Lost o dislonce o s o dNorth9r I r to the northwest 1110,23sQuarterlonsaid Sweston line thence ,11 minutes h4seconds corner 3 feet along of the Northeast Quarter althe NNortho01 degree 11x11 of the Southeast Quarter of Earner of said Northeast 3 feet alongter of Northeast slineuoftthe lEastc O 89 degrees 4 minues a seconds the of 2635.83 r thence Southiof beginning. East a distance Section to n north lliinee of said Southeast Ortef. • f wo Per Document to N the 315nt ' alongthe north line of said Southeast OuortNr. R�dhl once of1322OB feet po nt 9 East, HI h O 9 591. Except that part contained in Scott County's 9 y - 1 t I Po es 475-477 Easement yPages 305-307 1 Northern Slates Power line Easement tPer� Booker Book 2653 of M(RUee 9 Easement #2: Northern Brothers p 3: Northern States Power Co. Easement Per BookocNo.16117 of Deeds, 8 ds+ Pages 459-461 EasementPages 475 47 Easement f�4: Northern States Power Co. Easement p Easement ff5: Northern States Power Co. Easement Per Book 153 of Deeds, g Easement #6: Proposed Minnegosco • 1 \t.,./-, c r___,,,__)y-,(6•-z--:-- •II I 1 , •-../..---:,. / :_j / IV „.„.„, _.‘ /C(.: 1;Ote .in (•••, ii , ,,,,,, , ,,, , \____- 1,40 , 1 cr.' 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Q / t`1e�°r��1w � � Irr1�1 irlie �o � AN{ �i���° �`{I O l� ..� . or4? i°e`11 1yV►�a�1 ail °`3 0 i PA--1.:1----4-'-.,twill , �Ir�r�i .� L (Ow �e .e it x F I n► � / }AI lrr°rpw:.;F � e /�� i -ti I1 U � 0.1° �°° u � f 1 C......4 ;2� Z.iii iyl�llt eJ 1 X0°%0 ell L1 '� �tt oe� t (.. p4t11 I -a. if - ,,r eJ►ef'-,4-.3...w-z:&-:-)..40,,,s..5 .L,�j� 1 e ...arm,s; I - ,, p.ie .1,. / . / R` w ♦►, 41"vo•pOe,a, =1 ..- \�o�� �1 e•�•\1 off. 01A4 21\ 21,;Iv////...�--- ; 7 it J 0%\:., ,: , /� O /,r , 1 I.is rya.• / �/7 r, 't s I l'Ae Mli f�^t�v/••��♦1'}a•: C� 5 .C , Supplemental Memorandum CITY OF SHAKOPEE Memorandum TO: Honorable Mayor and City Council Mark McNeill, City Administrator FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development (PUD Overlay District No. 14) MEETING DATE: September 30, 1997 ITEM NO.: 5.c. Introduction: Two items exist that were not addressed in the initial memoranda to the City Council regarding the rezoning and PUD requests. These are; • What appears to be about a 20 acre piece of the subject property in the northeast corner was guided for office use in the version of the Comprehensive Plan ultimately approved by the Metropolitan Council and the City Council. The land use plan is not consistent with the proposed rezoning to R-1B (Urban Residential). • The area of MUSA depicted on the City's land use map is roughly 310 acres; equivalent to the developable portion of the project site. The total site is not included in the MUSA line. Discussion: Zoning: Staff is unsure why the area in question was guided for office use in the final version of the Comprehensive Plan submitted to, and approved by the Metropolitan Council, and later adopted by the City Council. In light of both the development anticipated at the time, and surrounding land use patterns, it does not seem like a likely, or readily accessible area for development. The area in question is shown on the currently proposed plans as open space. Two alternatives are suggested regarding this issue; 1. Approve the rezoning request, including the area in question, with direction that the Comprehensive Plan Land Use Map be amended accordingly. 2. Approve the rezoning request, exclusive of the area in question. 2pudedlk/RML 1 Supplemental Memorandum The area in question is shown on the currently proposed plans as open space. Thus, neither alternative is likely to have a material impact on the PUD proposal. However, since the PUD ordinance was recently amended so that PUD designation is an overlay status, the underlying zoning on this parcel would then remain I-1 (Light Industrial). In the event that the Council chooses the second alternative, this particular anomaly may also be addressed in the revision of the entire plan being undertaken at this time. MUSA On the land use map approved by the Metropolitan Council and adopted by the City in 1996, both the area described above and the area to the west of the proposed lots was left out of the MUSA. It is unclear why this was done, as it split properties for MUSA purposes, which were known at the time to be part of the anticipated East, Dean Lake/Shakopee Crossings project. The areas not within MUSA are designated in the PUD plan as open space. For this reason, it is believed that the PUD for the entire project site could be approved, perhaps with an additional condition regarding the unavailability of these areas for development. This item is also addressed in the Metropolitan Council's comments on the draft EAW and the response thereto. Alternatives: Zoning Request 1. Approve the rezoning request, including the area in question, with direction that the Comprehensive Plan Land Use Map be amended accordingly. 2. Approve the rezoning request, exclusive of the area in question. 3. Do not approve the rezoning request. 4. Table the rezoning request for additional information or other reasons. PUD Request 5. Approve the PUD with an additional condition restricting development on the property area outside of the MUSA. 6. Do not approve the proposed PUD. 7. Table the PUD request for additional information or other specific reasons. Action Requested: In the event that the Council makes a negative declaration on the need for an EIS, offer and pass Ordinance No. 503 and Resolution No. 4751, A Resolution of the City of Shakopee, Minnesota, Approving Planned Unit Development Overlay District #14, East Dean Lake. In the alternative; In the event that the Council makes a positive declaration on the need for an EIS, offer and deny Ordinance No. 503 and Resolution No. 4751, A Resolution of the City of 2pudedlk/RML 2 Supplemental Memorandum Shakopee, Minnesota, Approving Planned Unit Development Overlay District#14, East Dean Lake; Or, Table the request. 2pudedlk/RML 3 Supplemental Memorandum EXHIBIT A Legal Descriptions City of Shakopee Resolution No. 4751,Approving PUD Overlay District# 14,East Dean Lake 2pudedllc/RML 6 WILLA! SHAKOPEE September 29, 1997 Helen Boyer, Director Environmental Services Division 230 East Fifth Street St. Paul, MN 55101-1634 RE: East Dean Lake PUD Environmental Assessment Worksheet Referral File 16560-1 Dear Ms. Boyer: Thank you for your review and comment on the subject EAW. Following are the City's responses to these comments. Item 8—Permits and Approvals Required Final plans and specifications for the construction of the trunk sewer will be sent to Metropolitan Council Municipal Services for review and approval. Item 11—Fish, Wildlife and Ecologically Sensitive Resources: A large portion of the site has been used for grazing of horses and trail riding. The wooded area on the site appears to be successional in nature with a predominance of volunteer growth. The species found on the eastern three-quarters of the site Northern Pin Oak, White Oak and some Bur Oak, ranging in age from 20—40 years old. Most of the trees are within a range of 6 to 12 inches in diameter, with some trees reaching eighteen to thirty inches. Larger stands of trees are interspersed with saplings. Many mature oaks have died as the result of oak wilt. Eastern Red Cedar is the dominant evergreen species, and it is distributed throughout the site. Along the edge of Dean Lake and the adjoining wetlands Basswood, Aspen and Cottonwood are the dominant species. Moving away from the lake and wetlands, and as the soils become less hydric, Elm, Boxelder, Cherry and Ash dominate. Tree diameters generally range from 4 to 12 inches. In Item 10- Cover Types the acreage of existing wooded/forest areas before and after development was estimated at 210.9 acres and 109.3 acres, respectively. Further review of the EAW Guidelines, prepared by the MNEQB, approximately 66.3 acres of the 109.3 acres should be added to the reported 132 acres of the"urban/suburban lawn/landscaping" category as "development constructed in wooded areas." COMMUNITY PRIDE SINCE 1857 129 Holmes Street South• Shakopee,Minnesota• 55379-1351 612-445-3650 • FAX 612-445-6718 Construction practices will limit initial grading to the rights of way and building pads and Phase I lot grading for an area of high-density single family development along TH 101 west of the MNDOT property. The remainder of the site will be graded in sequential manner allowing for natural readjustment of vegetative cover and habitat. The larger lots on the north and east of Dean Lake will be graded to preserve wooded areas behind building pads. The requirement of on-site ponding in upland areas to protect existing wetlands necessitates some removal of existing vegetation. In addition, the PUD has a proposed landscape plan that will add 150 three-inch caliper Maples and Hackberry and 1000 two and one half-inch caliper Maples, Ash, White Oaks, and 300 4- 6 foot Austrian Pine,Black Hills Spruce and Colorado Spruce. At maturity, the canopy of these trees would be the equivalent of 100 +/- acres. Item 12—Physical Impacts on Water Resources A 10' buffer will be preserved around the wetlands. The storm water runoff analysis indicates that the 100-year high water elevation in Dean Lake will be at about 749.0. The elevation will back up into the wetlands within the development to this elevation. These elevations are the result of water passing through the development rather the development activity within the proposed project. For this reason, the maximum acceptable bounce for a 100-year return frequency event will be that associated with the regional flood plain which has been established at about elevation 749.0. Item 19—Water Quality—Wastewaters A separate parallel lateral sanitary sewer will be constructed adjacent to the Metropolitan Council's interceptor(MSB-71-20-2), where necessary, to limit the number of connections to the interceptor. Item 22—Traffic Part 1 The 20' lane width was recommended to satisfy the criteria for emergency vehicles to pass a stalled vehicle on one-way, single lane divided roadways. Sources referenced were City of Shakopee Design Guidelines and American Association of State Highway and Transportation Officials guidelines. The effect on the volume-to-capacity ratio was not a factor considered in the roadway design, but was design was developed based on the recommended geometrics. The Metropolitan Council Transportation Policy Plan recommends a lane capacity for a divided arterial of 700-1000 vehicles per hour. The 1000 vehicle/hour capacity is appropriate due to 1)the wide roadway width required to meet the stalled vehicle criteria, 2)the limited number on intersections connecting"A" street, and 3)the level vertical alignment throughout the length of the roadway. Even if the lower capacity limit were used, mainline traffic in the peak direction is estimated to operate with a volume to capacity(v/c) ration of about 0.36 (LOS A) along the 5,800 feet of the collector road west of`B" street. These calculations assume a single access point to the development. Part 2 The project's traffic impacts are anticipated to have minimal effect on the overall operation or congestion of the surrounding roadway network in the anticipated build-out year of 2003. Significant capacity has been recently added with the addition of the new Bloomington Ferry Bridge, TH 169 and new interchanges at CSAH 18 and 169. Signalization is recommended when warrants are met. The planned construction of CR. 21 in 5 years or more also suggests that signalization will be required at the time of CR 18/site drive intersection reconstruction . Item 28—Compatibility with Plans The MUSA expansion in this area of the City was specifically requested to facilitate the anticipated East Dean Lake project. The discrepancy in configuration is the result of an early hand drawn, as opposed to surveyed, concept plan being relied upon. The MUSA extension shown in the City's Comprehensive Plan amounts to about 310 acres. The developable, and sewer served, area of the project is about 311 acres (See below); Gross Area 539.0 acres Less undevelopable areas: Boulevard and Arterial ROW 29.0 acres Easements 16.1 acres Park, Open Space, Ponds 68.9 acres Wetlands and the Lake 114.0 acres Total developable area 311.0 acres The City will work with the Metropolitan Council and the project proposer to resolve any additional discrepancies. Should you have any further questions, feel free to contact me. Very truly yours, R. Michael Leek Community Development Director cc. East Dean Lake EAW File dd. EQB WILLA! SHAKOPEE September 29, 1997 Paul Hoff, Director Environmental Planning and Review Office Administrative Services Division 520 Lafayette Road North St. Paul, MN 55155-4194 Dear Mr. Hoff: Thank you for your comments. Following are our responses to your comments. Item 9 - Land Use: According to reports prepared by Braun Intertec, dated November 24, 1992; July 29, 1993;, and October 21, 1996, the closed dump in question is composed of the following materials listed in order of quantity present: 65% sand, with glass, bottles, scrap metals, and wood making up the remainder. At the time of capping by Scott County no organic vapors were detected and the MPCA did not require further testing for methane gases due to the small percentage of materials which will decompose over time. The MPCA supervised the capping of the landfill and issued a"no action" letter on the project. Mr. Ron Weaver of Braun Intertec has reiterated that, based on their reports, personal observation of the excavation and capping, and the type of materials present, there is very little likelihood of the generation of methane gases, especially in quantities sufficient to be significant for surrounding future development. The developer is proposing a minimum setback of 50 feet from the capped dump site for all buildings. This setback is similar to the setback required by the MPCA for the Highway 96 landfill site in White Bear Lake Township. The developer will continue to monitor the area, and if observations indicate evidence of decomposition of organic matter, such as stresses vegetation, odors, or settlement of the ground, then appropriate remedial action will be taken, including installation of monitoring wells if needed to determine the extent of any problem with the capped dump site. COMMUNITY PRIDE SINCE 1857 129 Holmes Street South• Shakopee,Minnesota• 55379-1351 • 612-445-3650 • FAX 612-445-6718 Paul Hoff Page 2 Item 12 -Physical Impacts on Water Resources: The correct response to Item 12 -Physical Impacts to Water Resources is"YES". The proposed plan will alter approximately 1.35 acres of existing wetlands. A wetland mitigation plan to create 2.7 acres of new wetlands following a 2:1 replacement ratio will be prepared in compliance with the Wetland Conservation Act and processed with the appropriate agencies. Item 18 - Surface Water Runoff: The storm water detention pond south of the closed"landfill" will be lined with either a foot of clay or an impermeable membrane to limit the amount of groundwater mounding adjacent to and beneath the closed dump. Item 20- Ground Water/Potential for Contamination: In regard to comments relative to identifying any toxic or hazardous material to be used or present on the project site, based on the anticipated land uses associated with the development, it is our opinion that, if appropriately used, there will be no materials that would be toxic or hazardous to the environment. Furthermore, as part of the development activities, a homeowners association will be established that will attempt to further educate residents on the proper use of various lawn chemicals and the association will encourage that natural weed control and fertilizer methods be utilized to maintain turf or lawns in the area. In regard to comments regarding an observation that unlined storm water retention ponds trade the pollution of surface water for groundwater, it is our position that: 1. The land use practices proposed are not anticipated to generate any toxic or hazardous materials as defined by EPA standards. 2. Sealing all surface water retention areas with impermeable membranes or clay liners will significantly impact the wetland functions and values associated with these resources. 3. Sealing pond bottoms would eliminate ground water recharge. Further lining of storm water retention ponds is not warranted for this purpose and is not in the best interest of managing surface or groundwater resources in the area. Paul Hoff Page 3 Additional Comments on EAW (Letter Dated 8/13/97): The East Dean's Lake proposed plan unit development proposes to both construct new storm water retention and treatment areas in upland areas within the development, and utilize existing wetlands to store storm water runoff after it has been pretreated. Project proposer plans to line the storm water pond adjacent to the closed landfill with clay, to reduce infiltration and thereby protect the sensitive groundwater system present. Other ponds will not be lined. It is significant that all runoff will be treated within the development, and will not enter Dean Lake. The lake is identified as a natural environment lake and is therefore considered a valuable element of the proposed development and worthy of special protective measures. Wetland constructions and enhancements required to meet Minnesota's Wetland Conservation Act (WCA) regulation sill NOT impair existing wetlands. A portion of the wetland replacement will involve restoration of wetlands previously degraded so seriously that they do not fit the definition of wetlands protected by the WCA; these wetland restorations will follow as closely as possible a naturalistic approach to mimic previous wetland characteristics present. Storm water entering these constructed wetlands from the development will first be treated in storm water ponds, to protect the viability of the wetlands gained. Again, no ponds constructed to treat storm water will be constructed in existing wetlands. The exact locations of the 2.70 acres for wetland mitigation have not been finally determined, but will soon be available. Each wetland mitigation area will have storm water pretreatment where required, will have buffer zone identified to protect the wetland from outside disturbance, and will involve protective restrictions to prevent deterioration from incompatible land uses. If you have any questions, please contact the Community Development Department at 612/445-3650. Sincerely, R. Michael Leek Community Development Director RML:sb cc: Minnesota EQB East Dean Lake EAW file SHAKOPEE September 30, 1997 Dennis A. Gimmestad Government Programs and Compliance Officer Minnesota Historical Society 345 Kellogg Blvd. W. St. Paul, MN 551 Re: East Dean Lake Residential PUD City of Shakopee, MN SHPO No. 97-3177 Dear Mr. Gimmestad: Thank you for your comment on behalf of the Minnesota Historical Society. Your comments have been shared with the project proposer, who intends to complete a survey as you've identified prior to approval of a plat of the subject properties. The City will use its best efforts to insure through the approval processes that, not only is the survey completed, but that any additional and necessary steps will be undertaken to preserve and protect archaeological properties which may be identified through the survey. Should you have any further questions, feel free to contact me. Very truly yours, R. Michael Leek Community Development Director cc. East Dean Lake PUD EAW File dd. MNEQB COMMUNITY PRIDE SINCE 1857 129 Holmes Street South• Shakopee,Minnesota• 55379-1351 • 612-445-3650 • FAX 612-445-6718 SI-JAK0PEE September 29, 1997 Thomas W. Balcom, Supervisor Natural Resources Environmental Review Section Minnesota Department of Natural Resources 500 Lafayaette Road St. Paul, MN 55155-4010 RE: East Dean Lake Residential Planned Unit Development EAW Dear Mr. Balcom: Thank you for your letter of July 30th regarding this matter. The following responses are offered to the comments contained in that letter; Item lla. Fish and Wildlife Resources The proposed project is subject to review under the City of Shakopee's PUD ordinance. This ordinance requires a higher degree of open space preservation, as well as allowing the City to make adjustments in development standards intended to protect important natural resources. The project proposer intends to line the storm water pond adjacent to the closed landfill in order to reduce infiltration and thus protect the sensitive groundwater system. Other ponds are not planned to be lined. All runoff will be treated within the development, and will not enter Dean Lake. None of the storm water treatment ponds will be constructed within existing wetlands. Wetland replacement areas totaling about 2.70 acres will be constructed to mimic previously present wetland characteristics, will have pretreatment where required, and will be constructed with a buffer zone. Protective covenants are to be developed for the homeowners' association, which covenants would be reviewed by the City as a part of the platting process. Item llb—Ecologically Sensitive Resources A site inspection by the project proposes' consultant, Svoboda Ecological Resources, Inc., revealed what is believed to be rhombic petaled evening primrose in the location in the NSP easement and along the northern boundary of the site. Most specimens were found in their typical habitat of sandy blow-outs, although some were found in areas of thick vegetation. Special efforts will be made to preserve it in its natural habitat when found in areas designated for parks and open space; selected healthy plants will be transplanted to areas of permanent open space; and efforts will be undertaken to make COMMUNITY PRIDE SINCE 1857 129 Holmes Street South• Shakopee,Minnesota• 55379-1351 • 612-445-3650 • FAX 612-445-6718 residents of the proposed project aware of the plant and encourage protection of it. The northern boundary of the site is the proposed location of a berm required to mitigate noise impacts from TH 169. Item 10—Cover Types In Item 10- Cover Types,the acreage of existing wooded/forest areas before and after development was estimated at 210.9 acres and 109.3 acres, respectively. Further review of the EAW Guidelines, prepared by the MNEQB, approximately 66.3 acres of the 109.3 acres should be added to the reported 132 acres of the"urban/suburban lawn/landscaping" category as "development constructed in wooded areas." Construction practices will limit initial grading to the rights of way and building pads and Phase I lot grading for an area of high-density single family development along TH 101 west of the MNDOT property. The remainder of the site will be graded in sequential manner allowing for natural readjustment of vegetative cover and habitat. The larger lots on the north and east of Dean Lake will be graded to preserve wooded areas behind building pads. The requirement of on-site ponding in upland areas to protect existing wetlands necessitates some removal of existing vegetation. In addition, the PUD has a proposed landscape plan that will add 150 three-inch caliper Maples and Hackberry and 1000 two and one half-inch caliper Maples, Ash, White Oaks, and 300 4- 6 foot Austrian Pine, Black Hills Spruce and Colorado Spruce. At maturity, the canopy of these trees would be the equivalent of 100 +/- acres. Should you have any further questions, feel free to contact me. Very truly yours, R. Michael Leek Community Development Director cc. East Dean Lake PUD EAW File dd. MNEQB SHAKOPEE September 30, 1997 Allen Frechette, Environmental Health Manager Scott County Public Works and Land Division Courthouse A 102 428 Holmes Street S. Shakopee, MN 55379-1393 Re: East Dean Lake Residential PUD City of Shakopee, MN Dear Mr. Frechette: Thank you for your comment on behalf of Scott County. The City of Shakopee has concluded that the projects are not connected or related, and thus that an EIS is not required for the following reasons; • The areas to the east of the PUD are not currently within the MUSA, and the timing for MUSA being granted to these areas is uncertain at this time; • The collector street is needed whether any additional development would take place to the east or west in order to serve the residential PUD and connect it to the County road system; • City sewer and water for the proposed project would not extend into non- MUSA areas; • The property ownership of the two areas in different; the project area is owned by a partnership of 3 property owners, while the property to the east and to the west is owned by individual partners; • The East and West Dean Lake areas are not, and are not projected to be connected by roads, or in any other way. The only retention pond currently proposed to be lined is the pond adjacent to the closed landfill. The project proposed has indicated that the existing wetland areas are not proposed to be lined, as that will have a significant impact on wetland habitat that is or would be present. The proposed wetland mitigation has not been finally located at this time. Each such area will have storm water pretreatment where required, as well as a buffer zone. The homeowners' association is an appropriate entity to assist in insuring compliance with protective restrictions for these areas. COMMUNITY PRIDE SINCE 1857 129 Holmes Street South• Shakopee,Minnesota• 55379-1351 • 612-445-3650 • FAX 612-445-6718 Should you have any further questions, feel free to contact me. Very truly yours, R. Michael Leek Community Development Director cc. East Dean Lake PUD EAW File dd. MNEQB SHAKOPEE September 29, 1997 Lin M. Nelson Environmental Review Coordinator/Minnesota Department of Health 121 E. 7th Place P. O. Box 64975 St. Paul, MN 55164-0975 RE: East Dean Lake Residential Planned Unit Development EAW Dear Lin Nelson: Thank you for your letter of July 30th regarding this matter. The following responses are offered to the comments contained in that letter; 1. The project proposer intends to line the storm water pond adjacent to the closed landfill in order to reduce infiltration and thus protect the sensitive groundwater system. Other ponds are not planned to be lined. All runoff will be treated within the development, and will not enter Dean Lake. None of the storm water treatment ponds will be constructed within existing wetlands. Wetland replacement areas totaling about 2.70 acres will be constructed to mimic previously present wetland characteristics, will have pretreatment where required, and will be constructed with a buffer zone. Protective covenants are to be developed for the homeowners' association, which covenants would be reviewed by the City as a part of the platting process. 2. The City's building and engineering staffs will review future platting and building plans with both your second and third comments regarding sewer and drain location as well as separation between buried sewer lines and water supply wells. Should you have any further questions, feel free to contact me. Very truly yours, R. Michael Leek Community Development Director COMMUNITY PRIDE SINCE 1857 129 Holmes Street South• Shakopee,Minnesota• 55379-1351 • 612-445-3650 • FAX 612-445-6718 WILLA" Exhibit B SHAKOPEE East Dean Lake EAW Responses to Agency Comments COMMUNITY PRIDE SINCE 1857 129 Holmes Street South• Shakopee,Minnesota• 55379-1351 • 612-445-3650 • FAX 612-445-6718 alfiteht CITY OF SHAKOPEE *5— J Memorandum TO: Shakopee Planning Commission FROM: Julie Klima, Planner II R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development (PUD) DATE: May 22, 1997 INTRODUCTION Jon Albinson of Valley Green Business Park, has submitted an application for Planned Unit Development (PUD) approval of the East Dean Lake area. The subject site is 549 acres in size and is located south of Highway 169, west of County Road 18, and north of County Road 16. The development proposes the construction of approximately 550 single family homes and 300 town homes. DISCUSSION Please find included with this packet of information the Planned Unit Development Application packet and the DRAFT Environmental Assessment Worksheet (EAW). This information is being provided for your reference. The site is currently the subject of an EAW. The City can not give any final approvals for this project until/unless a negative declaration is made on the EAW. The purpose of the EAW process is to allow agencies an opportunity to analyze the development project and determine if the development causes any environmental concerns, as well as what can be done to minimize the environmental concerns. The EAW, at this time, is still in draft form and has not yet been published to allow comment from various agencies. The purpose of the PUD is to "encourage innovation, variety, and creativity in site planning and architectural design; to maximize development compatibility; to encourage the planning of large parcels of land as a unit; to provide for greater efficiency in the use of land, streets, and energy; to protect important natural and cultural landscape features; to preserve open space ; and to provide quality living, working, shopping, and recreating environments,for residents and visitors. It is not the intent of this section to establish a separate zoning classification." This development proposes several designs which could be described as innovative or creative. Some of this design elements include a 8500 foot long collector street with a 30 foot center boulevard, which includes plantings and landscaping; islands within the cul-de- sacs; reduced right-of-way widths, reduced street pavement widths, monuments for each of the neighborhoods; reduced setbacks, and reduced lot widths, to name a few. The issue of the divided collector street is one which the City has not previously addressed. It is the belief of the applicant that if the roadway is divided, it does not create nonconformance with the City's policy of a 500 foot cul-de-sac length limit. This is one issue that will require further discussion by the Commission. Cul-de-sac islands are a design element which typically have not been allowed within developments. Reasons for this include maintenance, ownership, etc. Please refer to pages 24 through 30 of the PUD application for further discussion and examples of the variations requested along with the PUD application. At the time of the writing of this report, staff has not yet received all of the information necessary to review the wetlands of this area, nor have comments been received from the Minnesota Department of Transportation (MnDOT), Minnesota Pollution Control Agency (MPCA), Department of Natural Resources (DNR), Scott County Environmental Health, or the Scott County Highway Department. Based on the potential of environmental impacts for the property, the sheer magnitude of the project, and policy issues which will require further discussion by the Commission, staff is unable, at this time, to perform a complete and adequate review of the proposal or formulate recommended conditions of approval. ALTERNATIVES 1. Continue the public hearing for this request. 2. Approve the PUD request, as presented. 3. Approve the PUD request, subject to conditions deemed appropriate by the Planning Commission. 4. Deny the PUD request. 5. Close the public hearing and table a decision to allow the applicant and/or staff to provide additional information. STAFF RECOMMENDATION Staff recommends the continuation of the public hearing (Alternative No. 1). ACTION REQUESTED Offer and pass a motion to continue the public hearing to the June 5, 1997, meeting. R. Michael Leek ' • a e ma Community Development Director Planner II i:\commdev\boaa-pc\1997\may 2 2\pudcd n l k.doc CITY OF SHAKOPEE Memorandum TO: Shakopee Planning Commission FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development (PUD) MEETING DATE: June 19, 1997 INTRODUCTION: Jon Albinson of Valley Green Business Park, has submitted an application for Planned Unit Development (PUD) approval of the East Dean Lake area. The application was first reviewed by the Commission at it's meeting of May 22, 1997, and was continued to allow the gathering of additional information. Attached to this report is additional information dated June 11, 1997, submitted by DSU and Parsons-Brinckerhoff on behalf of the applicant. The subject site is 549 acres in size and is located south of Highway 169, west of County Road 18, and north of County Road 16. The development proposes the construction of approximately 550 single family homes and 300 town homes. DISCUSSION: Approval of the publication of the draft EAW (a copy of which was previously provided to the Commission) is on the City Council agenda of June 17, 1997. Once notice of the EAW is published in the "EQB Monitor", the 30-day review and comment period will be tolled. At the May 22nd meeting comments on the PUD application had not been received from the following; • Minnesota Department of Natural Resources (DNR), • Minnesota Department of Transportation (DOT), • Minnesota Pollution Control Agency (PCA), • Scott County Environmental Health, • Scott County Highway Department At the time this report was written, comments had been received from the DOT and Scott County Environmental Health, but had not been received from the DNR, PCA and County Highway Department. Copies of the DOT and Scott County Environmental Health comments are attached for the Commission's information. Mr. Albinson requested that the City proceed with a rezoning of the DOT property on the South side of TH. 169. That proposed rezoning follows this item on this evening's agenda. Similarly, Mr. Albinson previously petitioned the City Council to ban motorized watercraft on Dean Lake. The draft shoreland update, which follows later on this agenda, contains a provision which would effect such a ban on all "natural environment" lakes. CONSIDERATIONS: General: A number of significant issues were discussed on May 22nd including the following; • The proposed roadway system, with particular attention paid to the proposed collector street, • Wetland information and impacts, • Open Space/Park/Trail System. Joel Rutherford, Assistant City Engineer, has made supplemental comments, a copy of which are also attached for the Commission's information. Specific: 1. The proposed land uses and zoning classifications are consistent with the 1995 Comprehensive Plan. 2. The City's transportation consultant (WSB) is reviewing the traffic reports submitted with the PUD, but at the time this report was written comments had not been received. 3. The applicant has proposed that the collector street is it's own looped roadway rather than an over-length cul de sac, and has, most recently in Mr. Carlson's June 11th letter indicated that the City's police and fire department's agree with that proposal. This item has not been specifically addressed by either department in their reviews and planning staff has asked for clarification from these departments. 4. SPUC has indicated that water and electrical service would be available subject to it's standard terms and conditions. 5. Final wetland information for the Minneapolis Foundation property had not been received for review at the time this report is written. For that reason, staff is unable to specifically comment on the impacts on street, pond and lot layout at this time. 6. The Parks and Recreation Director has indicated that he likes the general approach taken with the parks and-trail systems, but has some specific concerns about 1) locating a park under a power line and 2) accepting wetlands as dedicated land. While park dedication is specifically dealt with at the time of platting, because of the scope of this project the final PUD plan should be specific as to what will be private open space/parks/trails and what will be dedicated for public use. ALTERNATIVES: 1. Approve the PUD request as presented in the application and April 28, 1997, submission 2. Approve the PUD request subject to additional conditions. 3. Deny the PUD request. 4. Continue the public hearing for this request. 5. Close the public hearing and table a decision to allow the applicant and/or staff to provide additional information. STAFF RECOMMENDATION: Staff recommends the continuation of the public hearing to allow additional information to be received and reviewed(Alternative No. I). ACTION REQUESTED: Offer and pass a motion to continue the public hearing to the July 10, 1997, meeting. R. Michael Leek Community Development Director 06/11/97 15:47 12612 337 o601 DSL, INL. tgluuliuua DAHLGREN SHARDLOW --C L ��1 AND • UBAN UAL INCORPORATED SUN 1 1 1997 CONSULTING PLANNERS LANDSCAPE ARCHITECTS 300 FIRST AVENUE NORTH SUITE 210 MINNEAPOLIS, MN 55401 612339.3300 PHONE 612.337.5601 FAX FAX TRANSMITTAL DATE: June 11, 1997 TO: Michael Leek,Julie Klima;City of Shakopee FROM: Phil Carlson,AICP,Dahlgren, Shardlow,and Uban,Inc. PAGES: 8 pages total teDk ) &J S thOuva7.41 Ori 06/11/97 15:47 ¶ '61z 337 5601 DSU, INC. iguuz/uus DAHLGRE SHARDLOW AND • UBAN INCORPORATED CONSULTING PLANNERS LANDSCAPE ARCHITECTS 300 FIRST AVENUE NORTH SUITE 210 MINNEAPOLIS, MN 55401 612.339.3300 PHONE 612.337.5601 FAX MEMORANDUM DATE: June 11, 1997 TO: Michael Leek,Julie Klima,City of Shakopee FROM: Phil Carlson,AICP,Dahlgren, Shardlow,and Uban,Inc. RE: East Dean's Lake PUD INTRODUCTION In our discussion of the East Dean's Lake PUD with you and the Planning Commission,we have set out the broad concepts of the project as well as numerous details of the site plan, engineering, utilities,parks and trails,and other elements. The project will be developed in phases over a number of years and is one of the larger master plan projects in the City. In order to efficiently review and make decisions on this PUD,we are asking the City for approval of a specific set of features and standards, as described below, and not full detail on all elements of the project. There are also issues about which you and the Planning Commission have asked and for which we are supplying additional information in this memo. PUD Approval Request The City's PUD Code allows a"customized"approach to PUD approvals,wherein the City's standards can be"specifically authorized"or"modified"in the"development plan." This is similar to the recent approval by the City of the Canterbury 2nd Addition PUD for Valley Green Business Park. In that PUD,the flexibility being requested was for the lot size,setbacks,and certain permitted and conditional uses. All other details were left to the time of platting and site plan review. The East Dean's Lake PUD is developed to a much greater level of detail and precision than Canterbury 2nd,but we are still asking that certain details be left for later review. The information we have provided to date is summarized on pages 2-5 of our report submitted previously(East Dean's Lake-Planned Unit Development Application, April 28, 1997). All remaining details will be in place at the time the preliminary plat is approved. Some of the issues involved in this approval are covered later in this memo and in the accompanying attachments. We are requesting the following in this PUD approval from the Planning Commission and City Council for East Dean's Lake: 06/11/97 15:47 e612 337 5601 DSU. INC. KA 003/008 Michael Leek Julie Klima City of Shakopee 6/11/97 2 ■ Approval of the overall project configuration and lot layout for the four neighborhoods illustrated on our Development Plan. The property is being rezoned to a combination of R 1A and R-1B. Overall density for the entire PUD is well below the R-1A maximum density,with the following neighborhood development patterns: • Neighborhood 1 is being rezoned from I-1 to R-1A,with part of the neighborhood in the Shoreland Overlay. All lots will meet the minimum standards for R-1A zoning and the Shoreland Overlay,where applicable. • Neighborhood 2 is being rezoned from I-1 to R-1B. Minimum lot widths will be 55',compared with the 60'minimum in the R 1B standards. Minimum side setbacks will be 10'-house and 5'-garage,compared to 10'minimum in the R-1B standards. • Neighborhood 3 is being rezoned from I-1 to R-1B. All lots will meet the minimum standards for the R-1B district. • Neighborhood 4 is being rezoned from I-1 to R-1B,with approval for townhouse development in this PUD. With significant open space on this parcel, density for this part of the project by itself will be only about 10%greater than the maximum density in the R-1B district. • Approval of the roadway system design features,including: • The design of the main collector street,or parkway, serving the project as a split roadway with 20'-wide lanes separated by a 30'-wide landscaped median. The locations of median crossings in this street for turnaround and emergency access are detailed in the study by Parsons-Brinckerhoff previously submitted to the City and supplemented by their attached letter. • The collector street or parkway serving as its own double roadway for emergency access,even though it is technically an overlength cul-de-sac in the short term. This design has been analyzed by Parsons-Brinckerhoff and agreed to in principle by City fire and police staff. In addition,there are numerous examples throughout the Metropolitan Area where overlength deadend roadways have been approved both on a short-term and permanent basis. The evnetual extension of CR 21 is on the County's 5-year plan and will be built about the time the East Dean's Lake project nears full development. Connection of the collector roadway at both the east and west ends,therfore,will be accomplished soon. • A 16'-wide emergency access land connecting the north sides of Neighborhoods 1 and 2,abutting Highway 169,around the north end of the large wetland system. • Design of the internal local streets as 28'-wide streets in 50'-wide rights-of-way. 06/11/97 15:48 C`612 337 5601 DSU, INC. Lgj004/008 Michael Leer Julie Klima City of Shakopee 6/11/97 3 ■ Approval of the open space,park,and trail system as illustrated on the development plans. This approval indicates that sufficient land has been set aside to satisfy both the City's park dedication requirements and the PUD open space requirement. It does not indicate what portions of this open space system will be owned by the City or the private property owners,or who will be responsible for building which facilities and trails. Those issues will be discussed further and approved as part of the platting process. • Approval of the design and layout of the sanitary sewer,watermain, and storm drainage systems as illustrated in our development plans. Final details and specifications of these facilities would come in the platting process or at the appropriate time before construction. • Approval of the overall design of the project as it impacts wetlands,with the understanding that any changes required to the design as a result of final delineations of any wetlands will be modified and approved in the platting process. Any additional required wetland mitigation plans will be prepared and approved at that time as well. Valley Green Business Park already has an approved wetland mitigation plan at the north edge of Neighborhood 1 where it abuts Highway 169 for purposes of constructing a noise berm. CONCLUSION The development team for East Dean's Lake is committed to providing a well-designed,high quality, safe and attractive neighborhood for the City of Shakopee. Significant work on planning and engineering has already been invested to this point to develop the project as it has been submitted and presented. We are asking for approval from the Planning Commission and City Council of the PUD as submitted for the features described above. We will proceed with the numerous smaller details that will follow from that approval. We believe a PUD approval as outlined above is reasonable and protects the City's interests as well as the applicant's. The remaining details can and should more appropriately be dealt with in the platting process. We look forward to continuing to work with Shakopee to develop this unique neighborhood. Attachments: Parsons-Brinckerhoff letter of June 11, 1997 DSU Roadway Phasing Map cc: Jon Albinson Steve Soltau Ted Axt Bruce Malkerson 06/11/97 15:49 5'612 337 5601 DSU, INC. IgJUUb/UU6 Parsons 10 Second Street,NE Br(nckerhoff Suite 209 Minneapolis,MN 55413-2236 612-378-0019 -E00 Fax:612-378-9423 June 11, 1997 Ms.Julie Klima Planner II City of Shakopee 129 South Holmes Street Shakopee, MN 55379 RE: East Dean's Lake Residential Development Roadway Access and Design Issues Dear Ms. Klima, This letter is a follow-up to our meeting last week on the East Dean's Lake residential development. We appreciate your input into the development of the sites access, roadway design and roadway capacity and wish to take this opportunity to address the city's concerns over these issues. Site Access There are a number of unique issues that result from working with a residential site of this size that is limited to two access locations(C.R. 18 and C.R. 21), one of which will not be constructed until after the year 2001, effectively limiting the site to a single access location until that time. To address this situation, and meet the intent of the City's requirements for roadway cul-de-sac length, a separated roadway system for the residential site has been developed. Some of the mitigating design features included in the residential portion of the collector roadway include: 1. The collector roadway has been designed as two separate parallel roadway systems, each with a roadway width of 20 feet that allows for the two-way operation on an individual roadway in the case of one roadway's closure. 2. The collector roadway in the residential portion of the development is planned with a sufficiently wide median width (30')that will significantly diminish any possibility of the entire roadway being blocked. 3. The collector roadway has five street intersections and five U-turn provisions along its length. These combined ten median breaks will interconnect with the two parallel roadways and provide wayward vehicles the opportunity to make an U-turn without excessive delay or travel. The median breaks are located 500'from each intersection and will provide the necessary flexibility to temporarily shift traffic onto a single roadway for only a short section of travel. 4 Following discussions with Scott County,the collector roadway's eventual tie-in location with C.R. 21 is positioned to allow sufficient roadway design flexibility at the intersection. 5. The residential area(Neighborhood 3) south of the collector roadway will ultimately be developed as an interconnected, multiple access street system that will function as an additional emergency access route should the collector roadway experience a complete Over a Century of Engineering Excellence 06/11/97 15:49 $612 337 5601 DSU, INC;. LQUO6/OU8 Ms.Julie Klima =too June 11, 1997 Page 2 failure within the residential development. The development's roadway phasing is described in the attached DSU graphic. The site access agreement between Scott County and Shakopee Crossings called for the roadway segment through the future commercial portion of the collector roadway network to be a single-lane rural access road without a central median. To ensure access is retained at all times to the residential development along this segment of the collector street,the roadway design has been greatly expanded beyond what is required for the residential development. Specific design features include: 1. Providing two separate parallel roadway systems,each with two lanes and a roadway width of 24 feet. Thereby allowing for the two-way operation on an individual roadway in the case of one roadway's closure. 2. Providing a 34' central median to both ensure that both directions of the roadway will not be closed and to provide for a more efficient intersection operation at C.R. 18. 3. Locating all utilities (except stormwater)outside either the roadway's right-of-way, median, or paved area,thereby limiting the potential for utility incidents effecting the operation of the roadway. 4. Providing a median break at STA 5+00 for wayward vehicles accessing the site. This design will allow residents multiple opportunities to safely access/egress the site under typical and atypical conditions. C.R. 21 is currently on the Scott County 5-year CIP and will likely be completed before full buildout of the residential development. Roadway Design The design of long, median separated,one-way pair of roadways is commonly used in nearby suburban locations(Chaska, Chanhassen, Eden Prairie). The collector street's 20'roadway width in each direction is a proven design that is sufficiently wide to allow emergency vehicles to pass a stalled vehicle. A good example of this design is Cleveland Avenue located in the City of Falcon Heights and Ramsey County. As can be seen below, it has similar characteristics to the residential portion of the collector roadway. East Dean's Lake Cleveland Avenue Collector Roadway Lane Width 20' 19' Average Daily Traffic 7,000 vehicles 8,000 vehicles (Year 2003) (Year 1994) Median Divided Yes Yes, Number of Lanes 1 1 Ownership City _ County-State Aid Conversations with the Ramsey County maintenance engineer has indicated that the roadway design has functioned very well from both a maintenance perspective(snowplowing)and operations perspective(capacity, access). Over a Cfnat+ey of ie9inee.efn9 Excellence 06/11/97 15:50 e612 337 5601 DSU, INC. IitJ007/008 Ms. Julie Klima =--t0 0 June 11, 1997 TEARS Page 3 The collector street design and supporting roadway network described in this letter and past technical reports offers a safe and redundant design for the residential development. We hope this information assists the city's review of this unique residential development opportunity. We appreciate your continued assistance in the site's review process. Please feel free to contact us at 378-0019 to further discuss these or other comments forwarded to the City by review agencies regarding the site's roadway design and access issues. Sincerely, PARSONS BRINCKERHOFF QUADE & DOUGLAS, INC. (lea Edward W. Axt,Jr., P.E. att: cc: Jon Albinson Steve Soltau Phil Carlson Over a Center of Engineering Excellence 06/11/97 15:50 8`612 337 5601 DS1', INC. 4008/008 5 i 1; I I� / 1 Z I.J - ' II "� IH/f �1 . 1. „.._,.._... ,. ) \- - , ,,, GS.A.H.ri0.19 � I I .. , tv i I ri:, f I! � 1 /: 1491..4,,,,s i1 j 1 i I 11 �m L__.t-- --+ v I ��U�O oo I t '� ICIII \\\ pa r ©0 O` ;�01 I f �; ` fl=O • t ! i 4� .4v ' �a 1i 1 1 p i3OO p�� 1, ! ' t011rit� O ��I I O � . j�ao ():5,,,,C>'C's'''' l� o��Dppoeoop�' :� O t 7 i,�v►4 q 1 / 04 i O 4 O* Cat' a�F O� ir(\01 I ct4 0WA W e4 DSOOS I+ 4 S� 9 Ill , It-t4lo4 igre•Mtsaear r,I ar 1 4" 4.'aQ,�Ovo�44 ton*. ieve oC40 11 1 Li LiVi a¢Av:fr 4 r ►,is,rl 6rc q ©® * `jJo 000 00 �e►, pan I � 4 ailibt'w4 IIS �d�MO ��4A. n i 4eug .gyp I ! 's ma num I I Sao w Eliiina I I $+ss4 Mall 41111 ritt*Attt lik, ° 24.61 , i , 1.3,4= ontivitior 1 ?r1'I&cc o 4 • 4 W V a *blab I i i--11- - 11! D F- w i ;y IS f I il 0 w _iE 1 1 r ii( ► I City of Shakopee Memorandum TO: Michael Leek,Community Development Director FROM: Joel Rutherford,Assistant City Engineer ] SUBJECT: East Dean Lake PUD Application/Continuation of Public Hearing DATE: June 12, 1997 The submittal documents submitted for the PUD application included the EAW documents, traffic analysis reports,wetland delineation reports for the various parcels of land included in the development,and other supporting data. Part of this supporting data included a memorandum dated June 11, 1997,from Phil Carlson of Dahlgren, Shardlow,and Uban,Inc. The memorandum dated June 11, 1997 provides a very good summary of the specific features and standards the developers are requesting for approval,from the City at this time. In general, there appears to be five approvals requested: lot layout,roadway system design features,open space/park/trail system,utility layout, and wetland impacts. Lot Layout Typically,the general lot configuration does not have a great impact on the issues that affect the engineering department,unless they affect wetlands,ponding areas,etc. Roadway System Design Features The City's transportation consultant is in the process of reviewing the traffic reports submitted with the PUD application. As of June 11, 1997, staff had not yet received the review comments from the City's consultant. Open Space/Park/Trail system These items are generally reviewed by other City Departments. Utility Layout Sanitary Sewer. Based on the review of the preliminary design of the sanitary sewer, staff believes the proposed system meets the requirements of the development,and provides an acceptable system for future connections beyond the development area. As part of the first phase staff will need to work with the developer to insure the size and location of the trunk facilities are adequate to serve future service areas. Watermain. The Shakopee Public Utility Commission will be reviewing the water system. Storm Sewer Staff has completed a preliminary review of the storm sewer. At this time, staff believes the developers' engineers have developed a storm water management plan consistent with the standards required by the City. The engineers have succeeded in routing almost all the runoff of the development away from Dean Lake,which has always been a major concern for everyone working to maintain the existing characteristics of this valuable water resource. The storm water management plan includes installation of ponding areas,and utilizing the existing wetlands,to provide treatment prior to the water discharging to the drainage ditch downstream from Dean Lake,on the north side. This plan,and the sizing of the ponds will need to be reviewed thoroughly as the various phases are platted. As for the current and future runoff water that drains into Dean Lake,the feasibility of diverting this water around Dean Lake is currently being analyzed. This diversion would go through the East Dean Lake area,and the water diverted would be from upstream areas that are not associated with the East Dean Lake area(as indicated earlier,very little water from the East Dean Lake development is designed to flow to Dean Lake). The current and future flows to Dean Lake would come from large areas upstream of Dean Lake, and from the outlet channel of Prior Lake. Future growth in Shakopee(and Prior Lake)south of Dean Lake,will add flows to the current flows. Diverting these flows around Dean Lake is what's being studied. Staff anticipates that some of the EAW comments received from other agencies may recommend some type of diversion. Wetland Impacts Based on the information submitted,as well as discussions with the applicant, additional information will be submitted regarding the wetland delineation for the development. Staff feels this information is needed before comments regarding the impacts can be forwarded. The final wetland delineation will determine to what extent the proposed streets,ponds, lot layout, etc., will impact the wetlands. SCOTT COUNTY PUBLIC WORKS AND LANDS DIVISION1 �� t` I ENVIRONMENTAL HEALTH DEPARTMENT 1y9� COURTHOUSE A102 428 HOLMES STREET SOUTH SHAKOPEE, MN 55379-1393 (612)496-8177 GARY L.CUNNINGHAM Fax: (612)496-8496 COUNTY ADMINISTRATOR BRADILEY J.LARSON ASSOCIATE ADMINISTRATOR AL FRECHETTE ENVIRONMENTAL HEALTH MANAGER MEMORANDUM DATE : May 12, 1997 TO: Michael Leek, Planning Director City of Shakopee FROM: 0,iAllen Frechette, Env. Hlth. Mngr. SUBJECT: Preliminary Comments on East Dean' s Lake Planned Unit Development Thank you for the opportunity to review the East Dean' s Lake Planned Unit Development Application and Draft EAW. After reviewing the scope of this project and the draft EAW it appeared that this project might be of a scalewYich requires an Environmental Impactact Statement. You may wish to check out Minnesota Environmental Quality Board Rules . Specifically MEQB Rule 4410 .4400, subp. 14 . I was somewhat confused as to whether or not this was the entire scope of the project. Several of the included maps show the project area to include additional land up to County Road 18 where internal roads are shown. I was also sent a review sheet for West Dean Lake Area, which I believe is being proposed for rezoning to accommodate an industrial/commercial development. Considering the proximity of these two large developments you may want to check out MEQB Rules Section 4410 . 4400 subp. 21 . We have had to deal with a number of projects that fall into the category of Phased or Connected actions lately, so I am somewhat tuned into looking at projects in that light. Scott County even adopted some guidelines last summer to assist staff in reviewing these developments because of the ambiguity of the EQB rules . The EQB rules were recently amended also, you can contact Greg Downing at the EQB at 296-8253 for assistance. I understand that Shakopee Public Utilities is currently in the process of gathering additional information on the municipal wells and in the early stages of defining wellhead protection areas . That information should be very helpful in the review of this and other projects . As you know, this area has been delineated as being highly O:\W ORD\MISC\SHAKODE V.DCC An Equal Opportunity/Safety Aware Employer susceptible to ground water contamination and portions of the site have also been preliminarily delineated within the wellhead protection area for Shakopee wells 4 and 5 by Barr Engineering. Lou VanHout has more information on this. As I have noted for similar projects, storm water retention ponds should be lined to protect ground water resources especially in this area. Current State rules inadequately address the interconnection of storm water ponds and ground water and should not be relied upon to protect Shakopee' s ground water resources . In the soils on the project site, unlined storm water retention ponds simply trade the pollution of surface water for ground water. One sedimentation pond is shown adjacent to an abandoned landfill . That pond may present some additional concerns for ground water. Scott County is continuously updating the information in our GIS system. We have some hydrogeological information in it now and hope to obtain more data from a recent hydrogeological study conducted by the University of Minnesota and Minnesota Department of Natural Resources . I would be glad to show you what tools we have that might benefit Shakopee. In addition, the newly created Southwest Metro Groundwater Task Force may be helpful . cc: Greg Downing, EQB Lou VanHout, Shakopee Public Utilities Commission O:\WORD\MISC\SHAKODEV.DOC omesor' O s y Minnesota Department of Transportation a v .,. =ff Metropolitan Division OF"��y Waters Edge 1500 West County Road B2 Roseville, MN 55113 "'il~l _ C'21 IP21 -%.,,-+ f 0 1997 June 6, 1997 Michael Leek City of Shakopee 129 South Holmes Street Shakopee, MN 55379 Dear Michael Leek: SUBJECT: East Dean Lake Site Plan Review S97-042 South of Trunk Highway(TH) 169, West of CSAH 18 Shakopee, Scott County C.S. 7009 The Minnesota Department of Transportation(Mn/DOT) has reviewed the East Dean Lake site plan. We find the plan acceptable for further development with consideration of the following comments. We repeat several of these comments in our review of the Environmental Assessment Worksheet. • We require a Mn/DOT storm water drainage permit for the proposed development. Hydraulic computations and drainage area maps, showing before and after conditions and addressing 100-year storms, must be submitted with the permit application. Detailed plans with calculations must be submitted for all development phases. This includes storm sewer and pipe sizing calculations and flood routing for all ponds. The Lower Minnesota River Watershed District, Minnesota Department of Natural Resources and the Army Corps of Engineers also need to review this plan. All work must comply with the Minnesota Wetland Conservation Act. Any questions regarding Mn/DOT drainage concerns may be directed to Judi Ransom of our Water Resources Section at 797-3056. Questions regarding the permit process may be directed to Bill Warden of our Permits Section at 582-1443. • The site plan shows a rectangular-shaped parcel under Mn/DOT's ownership. We have no record of acquiring this parcel. Please contact John Hippchen of our Right of Way Section at 582-1261 to clarify this matter. • Noise levels from new TH 169 are expected to exceed state nighttime standards. According to the approved Indirect Source Permit for this highway, the responsibility for noise attenuation lies with the city and the developer. If an analysis has not yet been undertaken, we recommend that a specialist analyze this development for noise mitigation needs. Questions may be directed to Jim Hansen of our Planning Section at 582-1392. An equal opportunity employer Michael Leek June 6, 1997 page two • We strongly encourage the reconsideration of the access location of"A" Street. This access location may affect the safety and operation of the CSAR 18/Future CSAH 21 intersection. • Any use of or work within Mn/DOT right of way will require an approved Mn/DOT permit. The permit required depends upon the nature of the proposed work. Bill Warden of our Permits Section may be contacted at 582-1443 for further information regarding the permit process. Please contact me at 582-1654 with any questions regarding this review. Sincerely, Scott Peters Senior Transportation Planner/Local Government Liaison c: Brad Larson, Scott County Engineer CITY OF SHAKOPEE Memorandum TO: Planning Commission FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development DATE: June 19, 1997 ITEM NO.: Supplemental Memorandum INTRODUCTION: As the Commission considers this PUD, there are a number of issues which will need to be addressed. In this memo I have tried to provide a summary listing of those issues in order to assist the Commission in working through the issues. DISCUSSION: Transportation: Staff has not received WSB's complete comments on transportation. For that reason, the Commission is asked to defer discussion of transportation to the second meeting of July, at which WSB's full comments will be available, as well as the applicants' transportation consultant. Items to keep in mind for that discussion include; • Collector Street • The adequacy of a single point of entry into the project until the completion of C.R. 21; • Since the street is an over-length cul-de-sac, whether the proposed design adequately addresses the public safety access concerns which have given rise to a limit on cul-de-sac length; • The desirability of the "parkway" design, and whether the City can/should take over the maintenance of such landscaped features in this or other project; • Clarify whether there are other possible overlength cul-de-sacs. • Requested variance in right-of-way and street width (i.e., 50'/28') Wetlands: Complete wetland information on the Minneapolis Foundation property has not yet been submitted, but is expected soon. Discussion of the wetland impacts within the PUD should be deferred until that information is in. EDLK2.nocimil, ► Parks: The Commission should provide the applicants with guidance this evening on the following specific issues (the Commission may want to seek further guidance from the City's Parks and Recreation Director on these items); • Whether it views the dedication of wetland area as a part of park dedication as appropriate in any circumstances. If the City is seeking a natural, passive recreation area, a wetland(s) may be an appropriate part of that area. • Whether the Commission views the wetland areas incorporated in the PUD for dedication as appropriate; • What the Commission sees as the real advantages/disadvantages of locating parks in proximity to power lines; • The appropriateness of the trail locations, connections and types depicted on Figure 15 of the PUD submission booklet. Open Space: Figure 16 depicts the proposed open space, as well as proposed parks. At the last meeting a suggestion was made by the applicant that the City may want to accept ownership of the open space areas. The Commission should discuss the following this evening; • The advantages/disadvantages of accepting ownership; • Whether in doing so, acceptance of ownership can be distinguished from park dedication. Phasing Plan: The applicant has proposed a 6-year phasing plan. The Commission should discuss this evening whether it views the timeframe as an appropriate one. Zoning Variations: In Neighborhood 2, the applicants' have proposed variations in lot width and setbacks. The Commission should discuss this evening it's view of the appropriateness of the requested variations. Action Requested: Provide the applicant with guidance on the following issues; • Parks • Open Space • Phasing • Zoning Variation EDI,K2.DOC Intl. 2 5, • CITY OF SHAKOPEE Memorandum TO: Planning Commission FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development MEETING DATE: July 24, 1997 ITEM NO.: 5' INTRODUCTION: This item was tabled at the meeting of June 19, 1997. At that time the City's consultant, WSB, had not completed it's review of the transportation elements of the PUD. That has now been completed, and a copy is attached for the Commission's information. Brett Weiss from WSB and Bruce Loney, Public Works Director, are scheduled to be present at the meeting to discuss these issues and answer questions. Additional information in the form of three maps was received too late to get full comments from appropriate City staff. These items are included for the Commission's information, and are the following; 1. Existing Wetlands 2. Wetland Impacts and Mitigation 3. Roadway and Open Space Dedication Plan A supplemental, more complete memo on this request will be sent to the Commission on Monday, July 21, 1997. PUDEDLK.DOC/RML 1 Jul -17-97 08: 17A P .02 - 350 Westwood Lake Office B.A M,nektcadi,P.E.Brcr A.Weus.1'1:. Jlf$ 8441 Wayzata Boulevard [icier R Willenbruig,l'.E. - Minneapolis, MN 55426 DonW. . P.E.Bra Ronald B.Bray,1'.b. AIIIIIIIIIIIIIIL 612-541-4800 &Associates,Inc. FAX 541-1700 Memorandum To: Bruce Loney City of Shakopee From: Charles T. Ricka?g, Bret A. Weiss Date: June 11, 1997 Re: Review of Roadway Design Guidelines for Shakopee Crossings WSB Project No. 1014.25 The roadway design guidelines report prepared for the Shakopee Crossings development was reviewed. The following comments are provided: 1. The physical design criteria i.e., profile grade, curb and gutter, cross slope, longitudinal drainage, ect., are generally acceptable. It is our opinion that the stipulation that reject gutter is not allowed should be addressed. This adds significancy to future storm sewer costs and should not create any substantial concerns. 2. The intersection spacing in the residential portion of the development seems adequate for the amount of traffic and land use proposed for the area. However,the access in the commercial area should be looked at in greater detail,especially as necessary to provide for the stacking of vehicles for left-turn movements at CSAH 18. 3. The Street"A"approach to CR 21 in the future should also provide for future through movements. This can be accomplished with the addition of a median on the Street "A"approach. 4. It would be recommended that no median openings be allowed between CSA H 18 and Street"B". By providing median openings as in the current design, closing of those openings in the future will be difficult. F,WP1g101014:POW 1W eL Infrastructure Engineers. Planners LOl A! nrrORTUN{I Y LMrLorrn Jul -17-97 08: 17A P .03 Mr. Bruce Loney City of Shakopee June 11, 1997 Page 2 • 5. In the interim CSAH 18/Street"A" intersection concept, the portion of the roadway from CSAH 18 to the west can be narrowed and the wide median eliminated. This section of roadway will be removed when the new CR 21 is constructed. 6. The ultimate intersection design of the CSAH 18/CR 21/Street "A" intersection should be revised to include right-turn lanes for eastbound Street"A" to southbound CR 21 and northbound CR 21 to eastbound Street"A". A left-turn lane could also be provided for southbound CSAH 18 to eastbound Street "A". 7. The first proposed intersection west of CSAH 18/CR 21/ Street "A" is located at Station 4+50. It would be recommended that this location not be tied down at this time due to the potential of large scale high traffic generators that may require additional left-turn capacity. This may require the distance between CSAR 18/CR 21 and the first intersection on Street "A"be lengthened. Please refer to the attached memo dated June 12, 1997 for other issues related to the collector road that were addressed in the EAW. Please give us a call at 541-4800 if you have any questions or comments regarding this memo. nrn/ly/nm F. wrw,rr,n,.:11441 ISC 8L Jul -17-97 08: 17A P .04 B.A.Mirrektradr.P E. 350 Westwood Lake Office Bret A.vc'vi,,,WSS P.E. 8441 Wayzata Boulevard Prier R.ViWillcnbring,S'E. Minneapolis, MN 55426 DonaldW Sterna,P.E. Ronnald A..Arav,1'.k. AMIMMONOMMik 612-541-4800 &ARssociates,Inc. FAX 541-1700 Memorandum To: Bruce Loney, City of Shakopee From: Chuck Rickart, WSB & Associates, Inc. Bret Weiss, WSB & Associates, Inc. Date: June 12, 1997 Re: East Dem: Lake Transportation Review WSB Project No. 1014.25 As requested, WSI3 & Associates, Inc. has reviewed the transportation elements of the Environmental Assessment Worksheet (EAW) for the East Dean Lake residential development. Based on this review, the following comments are given for each transportation-related EAW question. Question 22- Traffic: For each affected road, indicate the ADT and the directional distribution of traffic with and without the project. Provide an estimate of the impact on traffic congestion on the affected roads and describe any traffic improvements which will be necessary. 1 . The residential traffic access study included in the F,AW as Appendix A provides for an analysis of the year 2003 with the interim access configuration to the new CSAII 18. It would be my recommendation that an analysis of the year 2015 conditions at the CR 21/CSAIi 18/Street "A" intersection be included as part of the EAW. This will provide guidance as to what future roadway geometries and controls may be required at this intersection. 2. The future commercial uses in the northwest quadrant of Street "A" and CSA H 18 were not included as part of the analysis. This could have significant impacts to the intersection geometries and operation should this be developed prior to the 2003 time frame. r•iwvwep.UU/e: aksiPr at Infrastructure L•»ginccrs Moline-Ts EQUAL V PI'r iRTUNlTY EMPLUYLK Jul -17-97 08: 17A P _05 Bruce Loney City of Shakopee June 11, 1997 Page 2 3. The unsibnnalized intersection level of service analysis contained in the traffic study did not include all turning movements for the A.M. and P.M. peak hours. The level of service analysis, assuming all movements, indicates that the eastbound to northbound left-turn movement would operate at a level of service F during both the A.M. and P.M. peak hours. The capacity analysis worksheet is attached to this memorandum. 4. The traffic study indicates that a traffic signal would be warranted in the year 2003. Following our review of the traffic volumes, this is a reasonable assumption. However, backing the traffic volumes up from the year 2003 concludes that a traffic signal would actually be justified by the year 1999. It would be recommended that a traffic signal be installed with the construction of Street"A", using a temporary wood pole, span wire system until such time that the new intersection of CSAH 18/CR 21 be constructed and a permanent traffic signal be installed. Qincstion.23.- Vehicle relatod_air remissions: Provide an estimate of the effect of the project's traffic generation on air quality, including carbon monoxide levels. Discuss the effect of traffic improvements or other mitigation . measures on air quality impacts. (If the project involves 500 or more parking spaces, consult "EAW Guidelines" about whether a detailed air quality analysis is needed.) 1. The EAW indicates that an air quality analysis is not needed, as fewer than 500 new parking spaces will be generated by the proposed development. It could, however, be interpreted that an Indirect Source Permit (1SP) may be needed. Therefore, MPCA was contacted to discuss the issue of a need for an ISP. They indicated that an ISP is not required for single-family residential developments. However, a greater level of air quality analysis for the FAW may be required. It is recommended that the EAW be submitted and allow MPCA to determine the level of analysis. f K•P»VM pu t:14.1.•97 3L Jul -17-97 O8: 18A P.O6 Bruce Loney City of Shakopee June 11, 1997 Page 3 • Question 25 - Will the projcct.generate_dust, odors or noise during construction.and/or operation: If yes, describe the sources, characteristics, duration, and quantities or intensity, and any proposed measures to mitigate adverse impacts. Also identify the locations of sensitive receptors in the vicinity and estimate the impacts on these receptors. 1. The EAW discusses the noise impacts of the construction operation. However, an analysis of the vehicle-related noise needs to also be provided. I have attached a copy of the noise section from the EAW preparation guidelines for your information. lv!nm • P,W IW/Mf014:1 WOl:07 a(. Jul - 17-97 08: 18A 7 HCS: Unsignalized Intersections Release 2 . 1d SHAKUN1 .HCO Page 1 ----=^_rte= __=_= s_= .. wSB Transportation Department 350 Westwood Lake Office 8441 Wayzata Blvd Minneapolis, MN 55426-2083 Ph: (612) 541-4800 Streets: (N-S) CSAH 18 . - (E-W) A STREET Major Street Direction. . . . NS Length of Time Analyzed. . . 60 (min) Analyst BLH Date of Analysis 6/9/97 Other Information UNSIGNALIZED YEAR 2003 AM PEAK HOUR Two-way Stop-controlled Intersection Northbound Southbound Eastbound Westbound L T R L T R L T R L T R No. Lanes -1 r 2 0 0 2 1 1 0 1 0 0 0 Stop/Yield N N Volumes 21 510 340 119 355 63 PHF . 95 .95 .95 .95 . 95 . 95 Grade 0 0 0 MC' s (%) 1 1 1 SU/RV' s (%) 1 1 1 CV' s (%) 1 1 1 PCE' s 1 . 01 1 . 01 1 . 01 Adjustment Factors Vehicle Critical Follow-up Maneuver Gap (tg) Time (tf) Left Turn Major Road 5 . 50 2 . 10 Right Turn Minor Road 5 .50 2 . 60 Through Traffic Minor Road 6 . 50 3 . 30 Left Turn Minor Road 7 .00 3 .40 Jul - 17-97 08: 18A P .08 HCS: Unsignalized Intersections Release 2 . 1d SHAKUN1 .HCO Page 2 Worksheet for TWSC Intersection Step 1 : RT from Minor Street WB EB Conflicting Flows : (vph) 179 Potential Capacity: (pcph) 1124 Movement Capacity : (pcph) 1124 Prob . of Queue-Free State: 0 . 94 Step 2 : LT from Major Street SB NB Conflicting Flows : (vph) 483 Potential Capacity: (pcph) 944 Movement Capacity : (pcph) 944 Prob. of Queue-Free State : 0 . 98 Step 4 : LT from Minor Street WB EB Conflicting Flows : (vph) 980 Potential Capacity: (pcph) 250 Major LT, Minor TH Impedance Factor : 0 . 98 Adjusted Impedance Factor: 0 .98 Capacity Adjustment Factor due to Impeding Movements 0 . 98 Movement Capacity: (pcph) 244 Intersection Performance Summary Avg. 95% Flow Move Shared Total Queue Approach Rate Cap Cap Delay Length LOS Delay Movement (pcph) (pcph) (pcph) (sec/veh) (veh) (sec/veh) EB L 378 244 * 71 .9 F 886 . 6 EB R 67 1124 3 .4 0 . 1 A NB L 22 944 3 .9 0 .0 A 0 .2 Intersection Delay = 263 . 3 sec/veh * The calculated value was greater than 999 .9 . Jul -17-97 08: 18A P-09 HCM: SIGNALIZED INTERSECTION SUMMARY Version 2 .4d 06-09-1997 WSB Transportation Department Streets : (E-W) A STREET (N-S) CSAH 18 Analyst : BLH File Name: SHAKSIG1 .HC9 Area Type : Other 6-9-97 2003 Comment : SIGNALIZED YEAR 2003 AM PEAK HOUR Eastbound ' Westbound Northbound Southbound L T R L T RLTR L T R No. Lanes 1 1 1 2 2 1 Volumes 355 63 21 510 340 119 PHF or PK15 0 . 95 0 .95 0 .95 0 .95 0 .95 0 . 95 Lane W (ft) 12 . 0 12 . 0 12 . 0 12 . 0 12 .0 12 . 0 Grade 0 0 0 % Heavy Veh 2 2 2 2 2 2 Parking (Y/N) N (Y/N) N (Y/N) N Bus Stops 0 0 0 Con. Peds 0 0 0 0 Ped Button (Y/N) N (Y/N) N (Y/N) N Arr Type 3 3 3 3 3 . 3 RTOR Vols 0 0 0 Lost Time 3 . 00 3 . 00 3 . 00 3 .00 3 .00 3 . 00 Prop. Share Prop. Prot . Signal Operations Phase Combination 1 2 3 4 5 6 7 8 EB Left * NB Left * Thru Thru * Right * Right Peds Peds WB Left SB Left Thru Thru * Right Right * Peds Peds NB Right EB Right SB Right WB Right Green 31 .OA Green 30 . OA 14 . OA Yellow/AR 5 . 0 Yellow/AR 5 . 0 5 . 0 Cycle Length: 90 secs Phase combination order: #1 #5 #6 Intersection Performance Summary Lane Group: Adj Sat v/c g/C Approach: Mvmts Cap Flow Ratio Ratio Delay LOS Delay LOS EB L 649 1770 0 . 576 0 .367 15 .7 C 15 . 2 C R 580 1583 0. 114 0 . 367 12 .2 B NB L 315 7.770 0 .070 0 . 178 19 . 9 C 14 . 6 B T 1324 3725 0 .426 0 . 356 14 . 4 8 SB T 1324 3725 0 .284 0 .356 13 . 5 B 13 .4 B R 563 1583 0 .222 0 .356 13 . 1 B Intersection Delay = 14 .4 sec/veh Intersection LOS = B Lost Time/Cycle, L = 9 . 0 sec Critical v/c (x) = 0 .417 Jul -17-97 _ P. 10 HCS: Unsignalized Intersections Release 2 . 1d SHAKUN2 .HCO Page 1 WSB Transportation Department 350 Westwood Lake Office 8441 Wayzata Blvd Minneapolis, MN 55426-2083 Ph: (612) 541-4800 _ y=a= • _ .- =a= Streets : (N-S) CSAH 18 (E-W) A STREET Major Street Direction. . . . NS Length of Time Analyzed. . . 60 (min) Analyst BLH Date of Analysis 6/9/97 Other Information UNSIGNALIZED YEAR 2003 PM PEAK HOUR Two-way Stop-controlled Intersection ---- - - =---•- .. -•- •-- _ -Northbound Southbound Eastbound Westbound L T R L T R L T R L T R - -- - ---- - - -- - - -- -- No. Lanes 1 2 0 0 2 1 1 0 1 0 0 0 Stop/Yield N N Volumes 71 340 510 402 212 38 PHF .95 .95 .95 .95 . 95 .95 Grade 0 0 0 MC' s (%) 1 1 1 SU/RV' s (U) 1 1 1 CV' s (U) 1 1 1 PCE` s 1 . 01 1 . 01 1 . 01 Adjustment Factors Vehicle Critical Follow-up Maneuver Gap (tq) Time (tf) Left Turn Major Road 5 .50 2 . 10 Right Turn Minor Road 5 . 50 2 . 60 Through Traffic Minor Road 6 . 50 3 . 30 Left Turn Minor Road 7 . 00 3 .40 Jul -17-97 08: 19A V-.-1-1 ---- HCS: Unsignalized Intersections Release 2 .1d SHAKUN2 .HCO Page 2 Worksheet for TWSC Intersection Step 1 : RT from Minor Street WB EB Conflicting Flows : (vph) 268 Potential Capacity: (pcph) 1013 Movement Capacity: (pcph) 1013 Prob. of Queue-Free State: 0 . 96 Step 2 : LT from Major Street SB NB Conflicting Flows : (vph) 960 Potential Capacity: (pcph) 523 Movement Capacity: (pcph) 523 Prob. of Queue-Free State : 0 .85 Step 4 : LT from Minor Street WB EB Conflicting Flows : (vph) 1182 Potential Capacity: (pcph) 186 Major LT, Minor TH Impedance Factor: 0 . 85 Adjusted Impedance Factor: 0 . 85 Capacity Adjustment Factor due to Impeding Movements 0 . 85 Movement Capacity: (pcph) 159 Intersection Performance Summary Avg. 951; Flow Move Shared Total Queue Approach Rate Cap Cap Delay Length LOS Delay Movement (pcph) (pcph) (pcph) (sec/veh) (veh) (sec/veh) EB L 225 159 840 .3 38 .8 F 713 . 2 EB R 40 1013 3 .7 0 .0 A NB L 76 523 8 .1 0 .5 B 1 .4 Intersection Delay = 113 .7 sec/veh Jul -17-97 08: 19A P. 12 HCM: SIGNALIZED INTERSECTION SUMMARY Version 2 .4d 06-09-1997 WSB Transportation Department = _ Streets : (E-W) A STREET (N-S) CSAH 18 Analyst : BLH File Name: SHAKSIG2 .HC9 Area Type: Other 6-9-97 2003 Comment : SIGNALIZED YEAR 2003 PM PEAK HOUR Eastbound Westbound Northbound Southbound L T R L TRLT R L T R -- -- - - -- -- -- - -- - - - -- No. Lanes 1 1 1 2 2 1 Volumes 212 38 71 340 510 402 PHF or PK15 0 . 95 0 . 95 0 . 95 0 . 95 0 . 95 0 . 95 Lane W (ft) 12 .0 12 .0 12 .0 12 . 0 12 .0 12 . 0 Grade 0 0 0 % Heavy Veh 2 2 2 2 2 2 Parking (Y/N) N (Y/N) N (Y/N) N Bus Stops 0 0 0 Con . Peds 0 0 0 0 Ped Button (YIN) N (Y/N) N (Y/N) N Arr Type 3 3 3 3 3 3 RTOR Vole 0 0 0 Lost Time 3 . 00 3 . 00 3 . 00 3 . 00 3 . 00 3 . 00 Prop. Share Prop . Prot . Signal Operations Phase Combination 1 2 3 4 5 6 7 8 EB Left * NB Left * Thru Thru * Right * Right Peds Peds WB Left SB Left Thru Thru * Right Right * Peds Peds ' NB Right EB Right SB Right wB Right Green 29 .OA Green 33 .OA 13 .0A Ye11ow/AR 5 . 0 Yellow/AR 5 .0 5 .0 Cycle Length: 90 secs Phase combination order : #1 #5 #6 Intersection Performance Summary Lane Group: Adj Sat v/c g/C Approach: Mvmts Cap Flow Ratio Ratio Delay LOS Delay LOS EB L 610 1770 0 .366 0 .344 14 .5 B 14 .2 B R 545 1583 0 . 073 0 . 344 12 . 8 B NB L 295 1770 0 .254 0 . 167 21 .2 C 13 . 6 B T 1449 3725 0 .260 0 . 389 12 . 1 B SB T 1449 3725 0 . 389 0 . 389 12 .9 B 14 . 7 B R 616 1583 0 .687 0 . 389 17 . 0 C Intersection Delay = 14 .3 sec/veh Intersection LOS = B Lost Time/Cycle, L = 9 .0 sec Critical v/c (x) = 0 .484 Jur - 1 /-97 O6: 19A �I should be angst=with the tequatine nts of the PCA ISP appbairica the PCA should be consulted before this EAW analysis is mitred If the proposer a the load unit of government have identified=died traffic imp-oval-exits to=Nice the project,those improvements should e idennficd in de EAW. 23 — Vehderetbd Ar EITxssnc S The lead of detail r ee e i here decends on the magniatde of the traffic congestion due to the project as d_ bed in Turn 22. For projects wiles item 22 indicates no reason so expect traffic crnge�.iat due to the r'ject(a cxing coag k1 made noo`cably worse dx to tete pro ). the apriropciate res,.--o= to this itrrn is to indica: hat the rroct will not call<e any significant decrease in ane quality. On the other hand, if item 22 indicans that t'he ixojca may cause ar worsen nitric congrcion,an estimate of de air quality imp3t of this crngrsoon muse e premnd there. This analysis should foots primarily on Ca ow morra1 coccentarions. The level of vaphigu:.atiQn of this air gisslity analysis will deperx1 on two factors. First,the likely maghitudc of the greater the anticipated inct�z,the mote sophist>`ased and dexaled the analysis must the air qusat impact z ;at will lire at indirect sour p (��fun the FCA If the be;. Sera�d.w hGhes or not the pm, � pmjea requi'S:S an ISP,in meat o the air quality analysis provided in the EAW should be the sa=ne analysis wilich win lx required to a ply fa the IS?, Ile PCA shoukl corsulted'xI°R this analysis is is involving 500 or writ partings "S r..ay requie an LSP, Appendix F Pru;the PGA ISP:ole. Proje: g the ISP Wile,contact the FCA. i depending on other factors '�"t in de rub. For a z in �'P�'n8 Some projr s which do not rehire an ISP may rc 'edheless require an estimate d liizly air quality impacts if they may corttnIxne to traffic cone-Tian. The most common eiznple of this is where a prom will attract large metas of people but will rely on off-sue parking so axarnmodate most of there 'The as quality analysis in such rases quid lx c.Yri3ble to thhx used in the ISP process.. Statianary Source Ar� jp ftg This�,1se slhould identify any soirees cf air emissionsether - The most=men sae=of aih emissicrs are boilers traffic,fugitive dust�ttrrs,and oder sa>rzs. and industrial,Cs. If there will be sxh emiions,this course should provide the information Fated in the gtzsion. The level of detail and the degree of sophisticaion of the arniyss should be ecrnmetatrate with the magnicade of.the emissions and their;Hely imcx is en air quality. Where the missions cavill be large and contain sigtifaant air pout=gtiz u,r;,at ve esiimrs deatived bornger>~zllyaxq'ted air quality models may be necessary. If the emissions will be minx only a gaalirarivt de riptkaz may be ncttsstrY. Air emission sozn=frequently reqmire air quality permits from 0.4?CAand applizancris for such permits may require extersive ink:n ation. In the cages.``1C EAW may be based on inferrnaaon being developed for the as permit apiiicatiert. The psccosix is advised to consult with the PCA rem'' g air P conia requiser ens prior to preparing the PAW dam. lilt,' 25 - Da is,Odors,tbise Dust This includes"fugd"e dust'which is defend as particulaic mama urcontamirsted with indusTial 19 e m=iens that bxanes airtcrre due eider to the forte cf wind a man's activity(e.g..wind blown dust Ju -17-97 08: 19A '— 1111 14 - 1 form coac-LLotion areas.du Town demolition 3C1Mlies,dust generated by traffic on unpave1 roads or psaidng areas,or dust from age Pers). The 1ccaio is of and ctiaa.10:S to sensitive rtxx;puxs should be given. Prci cx d mitigation rreasures should be described. Odors ldazaiy any s7ong or potentially offensive odors and identify the locations or arxf distances to senSiive Y:=SDCS t's nbe sty mtris yji>.'mrzs.C'J MISe Any major no. sees should be deterted,irekti tg information on their levels(dBA)and tis of duxxicn. Howrt..er,calstmzicil node r�d rube described carless the consatrction of the mixt w be unusually noisy(e.g.,i nvolvls big of rock);Ixolcttged;affect eS;=dally serve receptors(e.g.,be loud next to a. ), i win ems be expected to have unusual noise ictus `� Clor during crinsruziat the loo ant of and disana s to sensitive receptors should be given,and noise levels pntdkttd at tete roues should;c estimated using generally- r1ois7ediciion models if fiolaniorts of sate noise s.andTds are potentially possible. 'vftn a-t meas,res should be described,and their effects=zed. Fa p:ejs in the vicinity of major noise sources(highways.railroads,airport,etc) the noise levels at the project is should be a.:imated; if violations of care ndse standards may coca, mitigation measures should be cic.,tssd. Projects requi^ing FCA Indirect Source as quality permits(see herr 23)often req;are a nom analysis as part of that permit appiica&cxt. These analyses think!bz included in the EAW. 26 — Sereative maimsArdwiccizt,tistecal,ktriiciral Pastarces Ccrtxt the Suite 1-ra xica1 l'c;arNajon Officer, ketres xa Historical Scciery (see appendix)for information abaa possible an heologicai tar historical rrsou rocs at the site. If one exists,a local"lend ge pc tiwat comrnitzee a baud may also be of assistance. Where archeological resources are saliieeterl to exist,a site sant);by a qualified archeakv st may be ray. Pare or Lrici.2 Form Lull inormaion on th=is mailable from the Soil Conservation S.ftsi.e or the State Raining Agcy Planning Information Cerin. DesiTati Patie,PEcreattrt ken,a Trots Irxaicers of dh may to obtained front the 1=1 unit's planning and zoning cz m'e 'n office and from the DN.R. SCEriC Views end Vistas III=may rola&e s ocular vkwing paatts along l &as,or bluffs virgin Heber ir.azi prairie rtmnantc geologic features;%mss:scccirnen trete.plots of aiildflowe s; eco. Many of these se not dficiafly designated or marked,but becaum of their Iocal or statewide intarat should be co ddatd by the RGU.Impacts on the victual quality or intectiry of these reaouares should be addtffid as well as physical impacts. 27 — Visual tricacts Describe any noIIDurink impacts which may be due to the emission of light from the project a due to a.M.9.7 l ntasance"caused by the project An example of a light emission impact would be Ili especially intr.=lights creating problem for passing motaiss. Examples of'`visual nuisarces'would!11 81� be liens on tall communications towers intrvd;ng on the visual intcgaty of a scenic visa or a very large v ertu 20 vaporplume fiern an exhaust st=le or doling tower. { CITY OF SHAKOPEE Memorandum TO: Planning Commission FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development MEETING DATE: July 24, 1997 ITEM NO.: Supplemental Memorandum INTRODUCTION: The Commission has been provided with the comments of the City's consultant, WSB, relative to the transportation elements of this PUD, as well as the maps submitted last Thursday by the applicants. Staff will recommend a further continuance of this matter at this time because 1) certain of the information submitted by the applicant requires staff verification (e.g. wetland delineation), and 2) policy issues related to variations sought by the applicants must still be addressed. This memo will, however provide the Commission with a framework of initial recommendations. DISCUSSION: Based on the Commission's ultimate recommendations, the PUD submittal materials should be revised prior to review by the City Council so that the resolution approving the PUD can specifically enumerate the controlling documents. Transportation: The comments of the City's consultant are contained in the memoranda from Charles Rickart and Brett Weiss to Bruce Loney, dated June 11 and 12, 1997. Specifically, the following is recommended by the consultant; • The applicant should analyze the access for the future commercial areas in further detail, particularly as it relates to stacking space for vehicles. The future commercial areas are not within the currently requested PUD, but clearly have a future impact on this area. • The Street A approach to CR 21 should provide for future through movements, which can be accomplished with the addition of a median on the Street A approach. PUDEDLK2.DOC/RML 1 • The wide median from CR. 18 to the west should be eliminated, since in the future with the completion of CR. 21 that segment of roadway will be eliminated. • The ultimate intersection design of CSAH 18/CR 21/Street A should be revised to include right-turn lanes for eastbound Street A to southbound CR. 21 and northbound CR 21 to eastbound Street A, as well as a left-turn lane for southbound CSAH 18 to eastbound Street A. The applicants have introduced a number of elements aimed at calming traffic. The Commission should ask for further explanation of how these design elements function. The applicants are requesting variations to the City's right-of-way and roadway width requirements for local streets as follows; • Right-of-Way width 50 feet (instead of the required 60 feet) • Roadway width 28 feet (instead of the required 60 feet) The City Engineer has commented that the reduction in right-of-way width from the current standard of 60 feet poses a number of problems, especially as it relates to the installation of utilities. For that reason, staff presently recommends that 60 feet be retained for right-of-way. The City's current street width standard is 36 feet. WSB recently completed a draft Transportation Plan for the City. This Plan (at Table 4) sets forth the City's most current thinking on roadway design standards, but refers to the work of the City's Subdivision Review Committee (SRC) as it relates to local streets. Planning staff has also sought, but not received at this time, additional comment from fire and safety regarding the adequacy of the requested roadway widths from a public safety perspective. The standards have been developed with the following in mind; 1) adequacy of width for traffic and emergency vehicle movement, 2) adequacy of on-street parking, and 3) winter snow- clearing and snow-storage. The standards developed and recommended by the SRC have not been adopted, but in current form provide as follows; • 36 feet, face to face; • 32 feet, face to face, where the street serves fewer than 40 residences; • 28 feet, face to face, for private streets. Based on these standards, it appears to staff that the following proposed local streets be 36 feet in width; 1. B Street, 2. C Street, 3. 7 Street, 4. K Street, 5. L Street, PUDEDLK2.DOC/RML 2 6. The outer streets in the proposed"Centex" neighborhood. Based again on the draft standards, it appears that the following streets and courts may appropriately be granted a variance to 32 feet in width; 1. D Street, 2. E Street, 3. F Street, 4. G Street, 5. H Street, 6. I Street 7. The inner streets in the proposed"Centex" development. The City Administrator has commented regarding the cost of maintenance of the proposed landscape median for Street A. Staff suggests at this time that the maintenance of the median, and other landscape islands, be provided for by the homeowners' associations. Wetlands/Drainage: Because the complete wetland delineation and mitigation plans were not received until Thursday, July 16, city engineering staff has had insufficient time to 1) verify the delineation, and 2)verify the adequacy of the proposed mitigation plan. Additional time should be provided to accomplish the above. In the event that the Commission recommends approval, it should be conditioned on this verification. The City has been working with the Prior Lake, Spring Lake and Lower Minnesota Watershed Districts on the Prior Lake diversion project, but nothing has been finalized at this time. Thus, it is not clear what, if any, impact the diversion will have on drainage in the proposed PUD. Parks/Open Space: Planning staff has not received specific comment from the Parks and Recreation Director regarding the most recently submitted Roadway and Open Space Dedication Plan, but has the following initial comments; • Proposed park dedication and open space to be dedicated should be shown separately to avoid confusion about the adequacy and location of land to be dedicated for park purposes. • Several landscape islands are shown in the proposed development, which are proposed to be dedicated to the City. The Commission should make a specific recommendation regarding the appropriateness of these landscape islands. PUDEDLK2.DOC/RML 3 Alternatives: 1. Recommend approval of the East Dean Lake PUD to the City Council subject to the following conditions; A. The recommendation is contingent on the City Council making a negative declaration on the pending EAW for this project. B. The Planned Unit Development Application dated April 28, 1997, shall not be reviewed by the City Council until the Application and related material are revised to be consistent with the additional recommendations stated below. C. Transportation; 1. The applicant should analyze the access for the future commercial areas in further detail, particularly as it relates to stacking space for vehicles. The future commercial areas are not within the currently requested PUD, but clearly have a future impact on this area. 2. The Street A approach to CR 21 should provide for future through movements, which can be accomplished with the addition of a median on the Street A approach. 3. The wide median from CR. 18 to the west should be eliminated, since in the future with the completion of CR. 21 that segment of roadway will be eliminated. 4. The ultimate intersection design of CSAH 18/CR 21/Street A should be revised to include right-turn lanes for eastbound Street A to southbound CR. 21 and northbound CR 221 to eastbound Street A, as well as a left-turn lane for southbound CSAH 18 to eastbound Street A. 5. That 60 feet rights-of-way be dedicated for all local streets; 6. The following streets shall be 36 feet wide, measured from curb face to curb face; a) B Street, b) C Street, c) 7 Street, d) K Street, e) L Street, f) The outer streets in the proposed"Centex" neighborhood. 7. The following streets shall be 32 feet wide, measured from curb face to curb face; a) D Street, b) E Street, c) F Street, d) G Street, e) H Street, f) I Street 4 PUDEDLK2.DOC/RML g) The inner streets in the proposed"Centex" development. 8. Staff suggests at this time that the maintenance of the median, and other landscape islands, be provided for by the homeowners' associations. D. Wetlands; 1. Approval is contingent on verification by the City Engineer or his designee of the wetland delineation and the adequacy of the wetland mitigation plan. E. Parks/Open Space; 1. Proposed park dedication and open space to be dedicated should be shown separately prior to review of the PUD by the City Council. 2. Landscape islands shall be maintained by the homeowner(s) association(s). F. Zoning Standards 1. The PUD shall have an overall density, excluding right-of-way and wetlands, of 2.51 Dwelling Units/Acre. 2. The PUD shall provide 85 acres of upland open space. 3. The lot standards, and variations, shall be as found on pages 28 - 30 of the April 28, 1997, application submission. 2. Recommend approval of the PUD with revised conditions. 3. Do not recommend approval of the proposed PUD. 4. Continue the public hearing to allow additional review of the recently submitted wetland, wetland impacts and dedication information. Staff Recommendation: Staff recommends alternative 4, continuance Action Requested: Offer and pass a motion continuing the public hearing to August 7, 1997. 5 PUDEDLK2.DOC/RML k CITY OF SHAKOPEE Memorandum TO: Planning Commission FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development MEETING DATE: August 7, 1997 ITEM NO.: 7 INTRODUCTION: After the July 24th meeting, the following items remained to be discussed by the Commission before it takes final action on the proposed PUD; • Requested variations for right-of-way and street width; • Wetlands Attached to this report is a letter dated July 31, 1997, from Steven Soltau and Jon Albinson regarding the rationale for the request for reduced street width. The draft conditions regarding r-o-w and street width are based on the discussions of the Subdivision Review Committee (SRC). The Commission should be aware that the SRC has not taken a formal vote on the standards enunciated in the draft conditions, partially owing to the difficulty in obtaining quorums for the SRC meetings. The July 31st letter indicates that the proposed 28 foot streets would be limited to one-side only parking, something which may not have been clear from the original PUD submission. The Commission should provide specific direction to the applicants and staff regarding whether the requested width variance is acceptable in light of the proposal to limit parking to one side. The Engineering Department has provided additional comment. A copy of that memorandum is also attached for the Commission's information. With respect to wetlands, staff has reviewed the information and believes that the information should be part of the PUD record. However, the specific elements of the wetland mitigation plan will be reviewed in the platting process, and consistent with the Wetland Conservation Act. Alternatives: 1. Recommend approval of the East Dean Lake PUD to the City Council subject to the following conditions; i PUDEDLK.DOC/RML A. The recommendation is contingent on the City Council making a negative declaration on the pending EAW for this project. B. The Planned Unit Development Application dated April 28, 1997, shall not be reviewed by the City Council until the Application and related material are revised to be consistent with the additional recommendations stated below. C. Transportation; 1. That 60 feet rights-of-way be dedicated for all local streets; 2. The following streets shall be 36 feet wide, measured from curb face to curb face; a) B Street, b) C Street, c) J Street, d) K Street, e) L Street, t) The outer streets in the proposed"Centex" neighborhood. 3. The following streets shall be 32 feet wide, measured from curb face to curb face; a) D Street, b) E Street, c) F Street, d) G Street, e) H Street, 0 I Street g) The inner streets in the proposed"Centex" development. 4. The maintenance of roadway medians and other landscape islands shall be the responsibility of the homeowners' associations. D. Wetlands; 1. The wetland information submitted is made a part of the PUD record. However, the wetland mitigation plan(s) shall be reviewed at the time of final plat, and shall be consistent with the requirements of the Wetland Conservation Act. E. Parks/Open Space; 1. Medians and landscape islands shall be maintained by the homeowner(s) association(s). 2 PUDEDLK.DOC/RML F. Zoning Standards 1. The PUD shall have an overall density, excluding right-of-way and wetlands, of 2.51 Dwelling Units/Acre. 2. The PUD shall provide 85 acres of upland open space. 3. The lot standards, and variations, shall be as found on pages 28 - 30 of the April 28, 1997, application submission. 2. Recommend approval of the PUD with revised conditions. 3. Do not recommend approval of the proposed PUD. 4. Continue the public hearing for specific reasons. Staff Recommendation: Staff recommends alternative 1 or 2, dependent on the Commission's findings relative to r-o-w and street width. Action Requested: •- Offer and pass a motion recommending approval of the PUD with conditions. 3 PUDEDLK.DOC/RML d U SHAKOPEE CROSSINGS July 31, 1997 Michael Leek Community Development Director City of Shakopee 129 S. Holmes Street Shakopee, MN 55379 RE: East Dean Lake PUD Dear Michael: First, let me thank you again for the availability and consideration of the numerous aspects of the East Dean Lake PUD. This has been a long process, but when there are homes and citizens in the East Dean Lake area, I believe we will have something everyone will be proud of. Although there may be some technical clarification's or final considerations of some of the issues addressed, it appears we are winding down. The only issue which seems to call for further consideration as a policy issue is local street width/design. At the risk of sounding redundant, we believe the issue is important and worth addressing in some detail to allow consideration of the rational behind the policy considerations. We believe the street width is extremely important. We view this primarily from ascetics and the impact on the natural environment we want to create in the East Dean Lake PUD. Most importantly, we are creating living environments; places were people live, relax and play. Through our consultants, we have submitted several studies and articles addressing the issue of street width. Rather than submitting text and data from additional reports, I thought it might help to simply consider other local developments, some new and some very old. These developments in our metropolitan area faced the same policy considerations: life safety, maintenance costs and expenses, initial costs and expense, environmental impact, traffic calming, and planning/urban design considerations. These are places where people live and play, not where we commute, or collect in traffic corridors. At Planning Commission we will submit pictures of some of these developments for discussion. Shakopee Crossings Limited Partnership 13601 Minnesota Drive,Suite 880 z Edina,MN 55435 (612)921-5806 FAX(612)832-0609 4 .''-moi3°'F� . ' 'I. .: - ✓' h;;..1 4:7r This is not aniissueve. In ofaddressing saving moneythe as a dtechnicaleveloper.aspects,Inwe factbelieve, our proposedtherearemany street design is more expens advantages. There are several items to consider from an engineering perspective. The most important of these considerations should include installation and replacement costs, utility installation/maintenance, traffic lane width, parking, and in Minnesota, snow plowing. The proposed design is similar to the standard in Eden Prairie as shown on the attached exhibit with the exception that we would propose sidewalks on one side of the street and parking allowed on one side only. Eden Prairie's ordinance was adopted in 1988. The engineer I talked to believed 28/50 was the standard before 1988, but couldn't date the adoption of the standard. The one aspect that seems to be a concern of many is snow removal. With 28 feet we would have two 10 ft. lanes of traffic in addition to a 8 foot lane for parking. These traffic lanes are actually wider than the 8 ft. lanes on a 32 ft. wide street that provide parking on both sides. There is actually more flexibility for any narrowing that may occur in winters with exceptional snowfall. Less surface area means there is less snow to remove and with articulating blades most clearing is complete with a single pass in each direction. Less area means less sand and salt eventually running into drainage systems and into wetlands. Utility installation/maintenance should not be an issue. With 28/50 there is 22 feet for utility installation. The standard 36/60 street has 24 feet for utility installation. More relevant is the fact that in almost every area the utility companies now coordinate installation and utilize common trenching. The area required is actually less than current standards provide for. Any additional right of way simply is not required for any reasonable need by the City. Planned Unit Development calls for flexibility, and compatibility with surrounding land uses. Narrower streets not only provide for traffic calming and safer streets, they also provide more green area and open space, creating a neighborhood consistent with the surrounding environment. We have come a long way in this process and we believe the issue of street width is important. The few variations requested in the PUD are sensitive to the natural environment and are consistent with the zoning. No "adverse" precedents are created because the variations are unique to the proposal and the area. Again, we appreciate the entire staffs availability and willingness to consider these important variations. Sincerely, Shakopee Crossings Limited Partnership Valley Green Business Park Steven D. Soltau Project Manager/Partner Jon R. Albinson Project Director City of Shakopee Memorandum TO: Michael Leek, Community Development Director FROM: Joel Rutherford,Assistant City Engineer dkiji./ SUBJECT: East Dean Lake PUD Application/Continuation of Public Hearing DATE: August 1, 1997 After further review,and after hearing the comments from the various planning Commission meetings,the engineering department has the following recommendation: Recommendation Recommend approval of the PUD, subject to the following conditions: A) The City's design standards shall be applied to all the streets within the development, except for the following variations: 1. "A Street",west of"K Street"shall consist of two 20'wide lanes and a 30' (minimum) landscaped median,within a 100' right-of-way.The design details of this street(street section,median crossings locations,utility locations,etc.)must be approved by the City Engineer during the design phase of this street.The median shall be maintained by an association consisting of the homeowners within the development. No parking will be allowed on this street 2. "A Street", east of"K Street"shall consist of two 24' wide lanes and a 34' landscaped median,within a 120' right-of-way.The design details of this street(street section,median crossings locations,utility locations,etc.)must be approved by the City Engineer during the design phase of this street. The median shall be maintained by an association consisting of the homeowners within the development. If the commercial property developments in the future, any design changes must be approved by the City Engineer. No parking will be allowed on this street. 3. Except for"A Street", all roads within the development shall be 36' wide(face to face of curb),except 32' wide streets will be allowed for those streets which provide service to fewer than 40 homes, as determined by the City Engineer. (Note:based on the layout for the PUD,it is expected that most streets will be allowed a 32' width. Two examples of streets which will still require a 36' width are"J Street" north of the collector road, and"K Street") 4. Right-of-ways for the 36' and 32' wide streets shall be 60'wide. 5. Landscaped islands will be allowed in cul-de-sacs only if maintained by an association consisting of the homeowners within the development. 6. A 16' wide trail/emergency access shall be paved with bituminous between the north end of"J Street"and"N Street". B) The general layout of the utilities is approved,only if in compliance with the design standards for the City. Any changes required to the alignment and/or sizing of the utilities,will be made at the time of platting. C) At the time of platting for each phase,a wetland replacement plan must be submitted as required by the Wetland Conservation Act. The wetland delineation information submitted with the PUD application shall be used to determine the mitigation requirements for the impacts to the existing wetlands.Any changes to the development,required as a result of the findings of the Technical Evaluation Panel,must be made at the time of platting. ** Note: If the Planning Commission agrees to allow 28' streets for any of the local streets proposed, staff recommends replacing conditions A)3. and A)4.to the following: 3. All local roads within the development shall be 36'wide(face to face of curb),except for the following exceptions: a) 32'wide streets will be allowed for those streets which provide service to fewer than 40 homes, as determined by the City Engineer,and b) 28' wide roads will be allowed in areas where all of the following apply: • The street will provide service to fewer than 40 homes, as determined by the City Engineer; • Parking is allowed on only one side of the street; • A concrete sidewalk is installed on one side; • Minimum 40' front yard setback,to allow for addditional off-street parking;and • 15' Drainage and utility easements are provided along the inside of the front lot lines 4. Right-of-ways shall be 60' for the 36' and 32' wide streets, and a minimum of 55' wide for streets that are 28'wide. 8. CITY OF SHAKOPEE Memorandum TO: Planning Commission FROM: R. Michael Leek, Community Development Director SUBJECT: East Dean Lake Planned Unit Development MEETING DATE: August 21, 1997 INTRODUCTION: After the August 7th meeting, the following item remains to be discussed by the Commission before it takes final action on the proposed PUD; • Requested variations for right-of-way and street width; The draft conditions regarding r-o-w and street width are based on the discussions of the Subdivision Review Committee (SRC). The Commission should be aware that the SRC has not taken a formal vote on the standards enunciated in the draft conditions, partially owing to the difficulty in obtaining quorums for the SRC meetings. The Commission should provide specific direction to the applicants and staff regarding whether the requested width variance is acceptable in light of the proposal to limit parking to one side. The Engineering Department and the Shakopee Public Utilities Commission (SPUC) has provided additional comments regarding street and right-of-way widths. Copies of those memoranda are included in this packet for the Commission's information. Also attached is a memorandum from Phil Carlson of Dahlgren, Shardlow, and Uban (DSU). This memorandum was received by the City on August 14. Therefore, staff has not had sufficient time to review and comment on Mr. Carlson's information prior to the distribution of this agenda item. Alternatives: 1. Recommend approval of the East Dean Lake PUD to the City Council subject to the following conditions; A. The recommendation is contingent on the City Council making a negative declaration on the pending EAW for this project. B. The Planned Unit Development Application dated April 28, 1997, shall not be reviewed by the City Council until the Application and related material PUDEDLK.DOC/I 1 are revised to be consistent with the additional recommendations stated below. C. Issues raised in association with the EAW review for this project shall be addressed as part of the Planned Unit Development Application and related material revisions prior to City Council review of the Planned Unit Development. D. Transportation; 1. That 60 feet rights-of-way be dedicated for all local streets; 2. The following streets shall be 36 feet wide, measured from curb face to curb face; a) B Street, b) C Street, c) 7 Street, d) K Street, e) L Street, f) The outer streets in the proposed"Centex" neighborhood. 3. The following streets shall be 32 feet wide, measured from curb face to curb face; a) D Street, b) E Street, c) F Street, d) G Street, e) H Street, f) I Street g) The inner streets in the proposed "Centex" development. 4. The maintenance of roadway medians and other landscape islands shall be the responsibility of the homeowners' associations. E. Wetlands; 1. The wetland information submitted is made a part of the PUD record. However, the wetland mitigation plan(s) shall be reviewed at the time of final plat, and shall be consistent with the requirements of the Wetland Conservation Act. F. Parks/Open Space; 1. Medians and landscape islands shall be maintained by the homeowner(s) association(s). PUDEDLK.DOC/I 2 G. Zoning Standards 1. The PUD shall have an overall density, excluding right-of-way and wetlands, of 2.51 Dwelling Units/Acre. 2. The PUD shall provide 85 acres of upland open space. 3. The lot standards, and variations, shall be as found on pages 28 - 30 of the April 28, 1997, application submission. 2. Recommend approval of the PUD with revised conditions. 3. Do not recommend approval of the proposed PUD. 4. Continue the public hearing for specific reasons. Staff Recommendation: Staff recommends alternative 1 or 2, dependent on the Commission's findings relative to r-o-w and street width. Action Requested: Offer and pass a motion recommending approval of the PUD with conditions. PUDEDLK.DOC/I 3 043//4/ LG. 4U vtc. + . ,.. • DAHLGREN SHARDLOW AND -LBAN INCORPORATED CONSULTING PLANNERS LANDSCAPE ARCHITECTS 300 FIRST AVENUE NORTH SUITE 210 MINNEAPOLIS, MN 55401 612.339.3300 PHONE 612.337.5601 FAX August 14, 1997 Jon Brekke, Chair, Shakopee Planning Commission Shakopee City Hall 129 Holmes Street S. Shakopee,MN 55379 RE: East Dean Lake Planned Unit Development Dear Mr.Brekke and Planning Commissioners: We appreciate your continued attention to the East Dean Lake PUD. This is a large, complex project and it deserves thorough review,which necessarily takes more than a meeting or two. We are anxious, of course, to gain approval for the project and proceed with building the East Dean Lake neighborhoods,but not before you and the City Council are comfortable with all elements of the project. It appears as though the Nanning Commission and staff have reached considerable consensus on most of the issues surrounding the project, and we hope to wrap up our discussion with you at your August 21 meeting. Having delved into considerable detail on many of the issues, we thought it would be appropriate to step back and provide you with an overview of the project, considering the question—what does the City of Shakopee get in return for approving the East Dean Lake PUD? In creating the East Dean Lake project we have noted the guidance given in the Shakopee City Code, in the"Purpose"paragraph of the Planned Unit Development section: "It is the purpose of the planned unit development overlay district(PUD) to encourage innovation, variety,and creativity in site planning and architectural design; to maximize development compatibility;to encourage the planning of large parcels of land as a unit;to provide for greater efficiency in the use of the land, streets, and energy;to protect important natural and cultural landscape features;to preserve open space;and to provide quality living,working, shopping, and recreating environments for residents and visitors . . ." -Sec. 11.60, Subd 1 (as amended 3/18/97) Shakopee Planning Common East Dean Lake PUD 8/14/97 2 Implicit in this definition,and in most other PUD ordinances in other cities, is that there should be benefits to the City or to the public in exchange for flexibility from typical development standards. Let me offer our thoughts on how we believe the East Dean Lake PUD satisfies these provisions, and benefits the City. •Variety of Experience. First and most important,we have provided "innovation, variety, and creativity"by creating a project of several varied neighborhoods. Over and over again in my experience and research in the last several years I have seen and heard residents bemoaning the bland,numbing sameness of the suburbs. Shakopee is an older community with considerable charm and character in its core. As it grows into its outer areas, it will be a challenge to avoid the same pattern of"cookie cutter"suburban development typical of some areas in neighboring communities such as Bloomington and Eden Prairie. This is possible by allowing a variety of lot widths and densities—easy within a PUD,not as easily justified with standard platting and zoning, while also respecting the owner's and developer's need to make a reasonable return on their investment in the property. Even with the flexibility granted in the East Dean Lake PUD the project is far less dense overall than would be allowed by the Zoning Code. • Variety of Housing Types. Along with the varied environment comes a mix of housing types to meet many age and income groups in Shakopee. By allowing a variety of densities in lot sizes and housing types (one-acre shoreland lots, half-acre lots, standard suburban lots, small-lot single-family, and attached townhouses),the East Dean Lake neighborhoods will fulfill Shakopee's need for many levels of housing, but also some of the Metropolitan Council's overall housing goals for the region. These various types include more moderate cost housing,but also the larger,upscale housing which is significantly lacking in the Shakopee market. • Innovation and Creativity. The East Dean Lake project includes innovative features that would not be required under standard zoning and subdivision provisions, such as the curving, small-lot single-family environment in Neighborhood 2 (the Centex parcel). Not only are the lot sizes and setbacks smaller and more intimate,but the geometric pattern is not typical of most suburban development. These features,while not common in Shakopee, are not experimental;they have been developed with great success in many neighborhoods around the Metro Area and the nation. Also,in all four neighborhoods,there are oversized cul-de- sacs and eyebrows which are utilized for open space and, in some cases, tot lots for the immediate neighborhood. These features also do not follow typical subdivision standards. • Compatibility. The East Dean Lake project has been designed to be an integrated whole, providing interconnection where appropriate and separation where appropriate. There are major roadways, power lines, utility easements,wetlands,and woodlands to work around. The overall compatibility of the development with its surroundings and with the other internal elements of the project is a key concept of the PUD. This is possible with approval of the overall PUD,rather than requiring each separate lot and parcel to meet the standard zoning provisions. 08/14/97 1[:4! VUl: Shakopee Planning Commission East Dean Lake PUD 8/14/97 3 • Large Parcels Planned as a Unit. Nothing has required Valley Green Business Park, Shakopee Crossings, and the Minneapolis Foundation to work together, other than a desire to make a unique and successful project. By cooperating in a PUD,the City is able to see these • large parcels planned carefully and thoughtfully, rather than piecemeal. We believe the result helps everyone—the City, future residents,and the developers. There is no worrying about whether a future development will match the street and utility connections of a neighboring parcel, or whether there will be continuity of thought to the design of homes,lots, neighborhoods, and open space. The East Dean Lake area is unique in the City and by working together in a PUD the owners are creating a well-planned environment, which is a benefit to the whole community. • Efficiency. The cost of development,both for individual homeowners and for cities, keeps going up. By allowing varied densities and variations from the strict standards for setbacks, lot widths,and street and right-of-way widths,the City is encouraging efficiency in the development without sacrificing quality. The ability to allow these variations within a PUD is a much easier test to meet than the strict"undue hardship"threshold required for variances under standard zoning, and is appropriate to a large project such as East Dean Lake. • Open Space. Plentiful and varied open space is a sig iificant feature of the East Dean Lake area. We have designed an interconnected park,trail,and open space system linking all areas of the development. Under standard platting,the project would be required to dedicate 10% of the upland for park purposes, or about 34 acres. Under the PUD, we propose to dedicate more than twice that amount to the City—over 80 acres of upland for park and open space (23%)—and an additional 119 acres of wetlands in the Dean Lake basin. The total of 199 acres of open space amount to 37% of the gross land area in the project, a significant bonus to the City under the PUD agreement. We believe the long-term viability and enjoyment of these open space areas is ensured by City ownership, rather than private ownership, and is a major benefit to the public in approving the PUD. • Environmental Benefits. The East Dean Lake PUD has been designed to be more respectful of wetlands and woodlands than typical suburban development. By allowing higher density in some areas and lower density in others,there will be less impact on some of the sensitive areas. Of course the wetlands are preserved,but by accepting the bulk of the wetlands in public ownership under the PUD concept,we believe they will be better supervised and cared for than under a private homeowners association. The narrower streets and more compact development patterns also will result in less impact from stormwater on the surrounding wetland basin. • Parkway/Collector. The developer is paying all the costs for the central parkway/collector street running through the project. Under standard City requirements,the City would pay to oversize this to a 48'-wide collector. Instead,the City will get—at no initial cost—a beautiful tree-lined parkway with landscaped median, upgraded street lighting, irrigation, and adjoining trail/open space corridor. The homeowners association will pay for maintenance of the median and landscaping. Shakopee Planning Comm. .ion East Dean Lake PUD 8/14/9 4 • Trunk Sanitary Sewer Savings. By working together to plan the entire East Dean Lake area,the developers have designed a sanitary sewer system that eliminates the need for a future City trunk sewer line serving the east part of the City. We estimate the savings to the City at about$800,000. Again,uncoordinated piecemeal development would have required the City to shoulder this burden and service all properties individually. The above items represent significant contributions to the City's environment,well-being,and pocket book. Taken together,we believe they more than justify the PUD approach to development of this land. There may be other features of the project which we have overlooked. The East Dean Lake PUD is a unique master-planned community which we believe will be an asset to the Shakopee community and a welcome addition to the residential marketplace. We look forward to discussing these ideas, addressing your comments and questions,and to your recommendation for approval of the project. Thank you again for your consideration of the project. Sincerely, DAHL e ' , SH[ 1 W, . UBAN,INC. /11. N Philip Ci is ,AICP, Senior Planner For the East Dean Lake Development Team TENTATIVE AGENDA ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF SHAKOPEE,MINNESOTA Adjourned Regular Meeting Tuesday, September 30, 1997 1. Roll Call at 7:00 p.m 2. Approval of the agenda 3. Public Hearing on Master Lease-Blocks 3 &4(Continued from 9/16 meeting) 4. New Business-Blocks 3 &4: A.)Resolution No. 97-9, approving the Development Agreement and Tax Increment Pledge Agreement B.)Resolution No. 97-10,modifying the TIF Plan for TIF District No. 10 C.)Resolution No. 97-11, approving Financing Documents 5. Other Business: 6. Adjourn edagenda.doc ~ . , 443 CITY OF SHAKOPEE Memorandum TO: Economic Development Authority FROM: Paul Snook,Economic Development Coordinator SUBJECT: Blocks 3/4 City EDA Actions- September 30th DATE: September 25, 1997 At its meeting of September 30th,the EDA will continue a o public 3 heaand 4 development: ringohe meeting of September 16th, and take action on issues relating to the Blocks 1. Public Hearing on the Master Lease(continued from 9/16 meeting) For more information and corresponding documents regarding the following items,please refer to the memo under#4 within the City Council agenda packet: 2. Resolution Approving Development Agreement and Tax Increment Pledge Agreement If the Development Agreement and Tax Increment Pledge necessary.sary (The T.I. Pledge reement are e to the EDA, a resolution approving the agreements wi ll Agreement is Exhibit A of the Guaranty Agreement in the City Council packet). 3. Resolution Approving TIF Plan Modification The TIF plan for District No. 10 must be modified to reflect the use of tax increment to repay portions of the financing program dependent upon TIF revenues. 4. Resolution Approving Financing Documents After the public hearing, a resolution approving financing documents will be needed. The Ground Lease and Master Lease are enclosed within the City Council agenda packet for your review. EDA ACTION REQUIRED: After the public hearing, adopt the following resolutions: a.) Res.No. 97-9,Approving Development Agreementand for ax ment t Pt dge Agreement b.)Res.No. 97-10,Approving Tax Increment Plan modifications c.) Res.No. 97-1.1, Approving Financing Documents , . , / ,,jam/) BLOCKS 3 & 4 ,' We the undersigned being business owners and employees in the downtown district support the -HRA project as is. f 1.c 4, 45E/et.rr 5 ,yetv'.. ..o_due___.-e— e6. or„e_ .5 if-1,4,e1<-#"- -r- 7/3404-5, --s Dere-5 1,:7. Q,A________ / :_/1- , -,t1,5 '01-4. 1,44- ' 4 /4— / &('w S l,G 6:u_e__ _ev l7• 7P0,' / ..- T` A //3, 1/61 — /3"•ice,-= r 141 arIce V4 log k` er5r eRat ' 8 e-cen s '7 ike7- dlik' OAP arn c� cer / J�� e m--1- jidif ' J176 n , g I/ 4 .ftk*el , figx,r_ oic Alf -1 , 6( – ii 1 1 Om 1 6r6 S9poR,,,,, Ardi ,), i- a-- ,,,,,, _,„,,_, :,,),,..,„L,(.,,,,,,,,, Af•e".6 4,.1 :17--;,-p/2-gi a' /t , ;T/ S 4'41P✓', cq� 1Z-X- S-‘),/lf 1/ , SAS e-ss SK.fi_xo I'&---6- &17 - -0-1 ja,t,Pa-4-4- 6e-vd- 6-/I-r• rir .,,_ . / ,,„ 4 c-7-A:_-5 -2 - ,„""• /4c___.- ii- , �� /71 17/1//1/ �� ,f/G �w v f ,, ,Pc1ieel . cyz,<,( 7 .1 •qtr-i4 ' if ,'2- oti.„24 0 .1...,...7 7 ri4 67wc t'T ."/* •c,," ' 'r, BLOCKS 3 & 4 We the undersigned being business owners and employees in the downtown district support the HRA project as is. •,-,, c t'r'l „ ,; c.‘, e/,/`f� 624' ,,e, ,, .: z-,,f.S / / h e mCicl /rtc/ .�.✓ e4;/ 1-VAL`- ,.1, c 4: S Tc)GE i2j�/ill J ermers.t.ch to 4A/11.1."--- -- au J -72":„ere,ry Aen)* Au Mumf,e_ i-26:. 4-14- ceelitiet -BEri-;* /kis koily ku.r� Ito n iN •1 v� a � $, //s 7ele- 5/zie- .&,;-ee,r/s „ , Cc. ,,,; ,,, /‘.--_e . v 111,tlCu OOOLL. L `Z eL L-5R.,t-izsv-4 . (Pkto-cLeti,-,- . Fly nsarir�G i,cz, 04,,0*-- � y K; y06 1-4rS0A) , , . B Lo C Ks 3 & - 4 We the undhtrsi ned being business owners and employees in the downtown district support the HRA project as is....... . _..7. - -- b.f./1..44%4 alA,V,11.4 Leiti i af,..„.,..A._ '1.,i/ „....., /4.i., l,n(w�►cc�- pre-t)• � jA ML - .. /.y,Yry - / S -- (5 0-44)fir eie04, bv_trivoixt,;("1 Q w. C` A)614::::::',1 4 i7 e( ✓P r• 1/QI� s �P� a.r,e,Y .., , Pr fit 4. n. a"--- S es �( � • 4ye1 Stt 00 a.. oT i k ec,0.". 4/4,\, e y j)L-tei-e041/ Ed V , r ef 4744 . +: • :*. .;: • f r:p BLOCKS 3 & 4 We the undersigned being business owners and employees in the downtown district support the HRA project as is. td),_ 0/17 Q4. (1e, Spar Q\�-u�r�. )1,44 &?nnik..} 9/9/ 7 --T es .1- Pe-I /1 4,,;/ /9/9) / / �^ ' 5. 7 :;„7%, F„,_ /4" ti(1- 41/4--.0 4 Y/q /y7 --nit. 4444_ 1).;ixtiiiiii-eA-ti `//m> 7 , ,_e, a._,z V? h7 (.. 36,zzi, 01. 7jidiu )04-y, -acit_c14- __. Y— 7 y7 4 y�6 . . BLOCKS 3 & 4 We the undersigned being business owners and employees in the downtown district support the HRA project as is. - k ;'„, o, 1: 4-- __ ',/, 26-1r< 77, ,,,t- ,, ,, ,i,„°,Af / rr Rtk - -- 0 7Ar i i��� f t, i I r --"'". f . , Lui, .oke() cr- t , , , I t- C0--(...-4--4---44-e- -'-'•-"--1 I a-7 ?/1116-1 4 4dIVZ- s60 BLOCKS 3 & 4 We the undersigned being business owners and employees in the downtown district support the HRA project as is. Ear it as TT� ,'kms err 1+w►v� ✓ IV a. L t -f. • Tht a r r K.sw (-1 L .� T S T r 1,&. Criq — \ 14' crpAyfrioco i ” r7, ALL,),A.)0 to Pt2 41 ( • 7,' SDA Lt. A. l7ev. A ejree. �) ECONOMIC DEVELOPMENT AUTHORITY '� 1 . �lerke Agee. FOR THE CITY OF SHAKOPEE, MINNESOTA C';-I,l Cvwhci I Resolution No. 97-9 Approving the Execution and Delivery of a Development Agreement and a Tax Increment Pledge Agreement relating to the River City Centre Project WHEREAS, housing and redevelopment authorities and economic development authorities are authorized by Minnesota Statutes, Sections 469.001 to 469.047 (the "Act") to undertake redevelopment projects and housing development projects, and pursuant to Minnesota Statutes, Section 471.59, to undertake any common powers jointly; and WHEREAS, pursuant to Minnesota Statutes, Sections 469.174 through 469.179 (the "Tax Increment Law")the Economic Development Authority for the City of Shakopee, Minnesota (the "EDA"), with the approval of the City of Shakopee, Minnesota (the "City"), has established its Minnesota River Valley Housing and Redevelopment Project No. 1, as amended from time to time (the "Project"), and its Tax Increment Financing District No. 10 (the"TIF District"); and WHEREAS, the EDA has acquired and cleared certain property known as blocks 3 and 4 (the "Site"),within the Project and the District; and WHEREAS, the City, the EDA and the Scott County Housing and Redevelopment Authority (the "Authority") have entered into a Joint Powers Agreement (the "Joint Powers Agreement") dated as of August 1, 1996, pursuant to which they propose to jointly exercise certain powers to develop a mixed-use retail and senior housing facility (the "Project") on the Site; and WHEREAS, there has been prepared a Development Agreement (the "Development Agreement") by and between the City, EDA and Authority, a draft of which is on file with the Executive Director on the date hereof, which is intended to supersede the Joint Powers Agreement and which details the proposed development of the Project and the manner in which the joint powers of the parties thereto relating to the Project will be exercised; WHEREAS,pursuant to the Tax Increment Law and the Development Agreement: (a) the Authority will issue its Taxable Tax Increment Development Revenue Bonds (City of Shakopee, Minnesota, General Obligation - River City Centre Project) Series 1997D and its Tax Increment Development Revenue Bonds (City of Shakopee, Minnesota, General Obligation - River City Centre Project) Series 1997E (the "Tax Increment Bonds")to finance a portion of the Project; and (b) the EDA, the City and the Authority will enter into a Tax Increment Pledge Agreement (the "Pledge Agreement"), pursuant to which the EDA will pledge to the City, EDA•Approval of DCN clopmcnr and Pledge Agreements 1573346 and the City will in turn assign to the Authority for the payment of the Tax Increment Bonds,certain tax increment(the"Tax Increment")generated by the TIF District; NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Economic Development Authority for the City of Shakopee, Minnesota: 1. That the Development Agreement is hereby approved in substantially the form on file with the Executive Director on the date hereof, with such changes or modifications as are not materially adverse to the EDA and which are approved by the President and the Executive Director. 2. That the Pledge Agreement is hereby approved in substantially the form on file with the Executive Director on the date hereof, with such changes or modifications as are not materially adverse to the EDA and which are approved by the President and the Executive Director. 3. That the President and Executive Director, or in their absence or unavailability, any other officers of the EDA, are authorized and directed to execute and deliver the Development Agreement and related documents which may be necessary or convenient, on behalf of the EDA. Passed and adopted on this 30th day of September, 1997. ATTEST: 2 1573346 • 1A y, 13 , ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE RESOLUTION NO. 97-10 RESOLUTION MODIFYING TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 10 BE IT RESOLVED by the Board of Commissioners ("Board") of the Economic Development Authority for the City of Shakopee, Minnesota ("Authority") as follows: Section 1. Recitals. 1.01. The City of Shakopee ("City") approved the creation of Tax Increment Financing District No. 10 ("TIF District")and a Tax Increment Financing Plan("TIF Plan") for that district, by resolution No. 4326 approved November 8, 1995, all in accordance with Minnesota Statutes, Sections 469.174 to 469.176 (the "TIF Act"). 1.02. Under.Section 469.175, subd. 4 of the TIF Act, the Authority is authorized to modify the TIF Plan without the notice and approval procedures required for approval of the initial plan if the modification does not involve: reduction or enlargement of the geographic area of the district, increase in the amount of bonded indebtedness to be incurred, including a determination to capitalize interest on debt if that determination was not a part of the original plan, or to increase or decrease the amount of interest on the debt to be capitalized, increase in the portion of the captured tax capacity to be retained by the Authority, increase in total estimated tax increment expenditures or designation of additional property to be acquired by the Authority. 1.03. The Authority has determined a need to modify the description of tax increment expenditures without increasing the total estimated budget or total bonded indebtedness in the TIF Plan, and a need to clarify and modify the plan objectives and specific development activities. 1.04. The Authority has reviewed a document titled "Modification No. 1 to Tax Increment Financing Plan for Tax Increment Financing District No. 10," dated September 16, 1997. Section 2. Actions Ratified. 2.01. The Board specifically approves and reconfirms adoption of the TIF Plan for the TIF District as approved by the City Council on November 8, 1997. 2.02. The Board ratifies all actions of its Authority and City staff and consultants in prepraring a modification of the TIF Plan and bringing it before the Board for consideration. SJB129870 SH235-2 Section 3. TIF Plan Modified. 3.01. The TIF Plan modification as presented to the Board is approved. 3.02. Authority staff are authorized and directed to maintain a copy of the TIF Plan modification with Authority's files for the TIF District, and to transmit a copy of the modification to the Scott County Auditor and to the Department of Revenue, for information purposes. Approved by the Board of Commissioners of the Economic Development Authority for the City of Shakopee this 16th day of September, 1997. President ATTEST: Executive Director SJB129870 SH235-2 2 ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SI A 4. C_ , Nlac-1-er Laiqe RESOLUTION NO. 9 7-1 1 6r0W10i Lease in Cou 1 pcket RESOLUTION APPROVING CERTAIN FINANCING DOCUMENTS RELATING TO THE RIVER CITY CENTRE PROJECT WHEREAS,the Economic Development Authority for the City of Shakopee (the "EDA"), the City of Shakopee (the "City") and the Scott County Housing and Redevelopment Authority (the "Authority") have proposed to undertake a housing development project and redevelopment project known as the River City Centre Project (the "Project") at a site in the city generally described as Blocks 3 & 4 (the "Property"), pursuant to their joint powers under Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act") and Section 471.59; and WHEREAS, there has been prepared a Development Agreement between the EDA, the City and the Authority (the "Development Agreement")that details the respective responsibilities of the parties regarding the construction and financing of the mixed use senior housing and retail facility that constitutes the Project; and WHEREAS, as described in the Development Agreement, the Authority will finance construction of the Project through issuance of a series of bonds designated as follows: Scott County Housing and Redevelopment Authority Housing Development Revenue Bonds (City of Shakopee, Minnesota, Unlimited Tax General Obligation--River City Centre Project) Series 1997A (the "Series A Bonds"); Scott County Housing and Redevelopment Authority Limited Special Benefit Tax Housing Bonds (City of Shakopee, Minnesota--River City Centre Project) Series 1997B (the "Series B Bonds"); Scott County Housing and Redevelopment Authority Taxable Commercial Development Gross Revenue Note(City of Shakopee,Minnesota--River City Centre Project) Series 1997C (the "Series C Bonds"); Scott County Housing and Redevelopment Authority Taxable Tax Increment Development Revenue Bonds (City of Shakopee, Minnesota, General Obligation--River City Centre Project) Series 1997D (the "Series D Bonds"); and Scott County Housing and Redevelopment Authority Tax Increment Development Revenue Bonds(City of Shakopee,Minnesota,General Obligation--River City Centre Project) Series 1997E (the "Series E Bonds") (collectively, the "Bonds"); and WHEREAS, the Property is or will be owned by the EDA and will be leased to the Authority pursuant to a Retail Ground Lease and a Residential Ground Lease among the City, the EDA and the Authority (the "Ground Leases"); and WHEREAS, the retail portion of the Project will be subleased by the Authority to Shakopee River City Centre Associates, LLC pursuant to a Retail Master Lease between those parties (the "Master Lease"); and WHEREAS, as required by the Act, the EDA has held a public hearing regarding lease of the Property as described in the Ground Leases and the Master Lease; and SJS130562 SH235-2 *iimiy ..:., Rf4Lka 1 WHEREAS, under the Development Agreement, issuance of the Bonds is contingent upon final approval by the City and EDA of the following documents: In connection with the Series A Bonds: (a) Indenture of Trust between the Authority and First Trust National Association (the "Trustee"); (b) Master Disbursing Agreement between the Trustee, the Authority and the title • company; (c) Leasehold Mortgage from the Authority to the City (housing portion); (d) the Residential Ground Lease; In connection with the Series B Bonds: (e) Resolution of the Authority authorizing the issuance and sale of the Series B Bonds; In connection with the Series C, D and E Bonds: (f) Indenture of Trust between the Authority and the Trustee; (g) Master Disbursing Agreement between the Trustee, the Authority and the title company; (h) Leasehold Mortgage from the Authority to the City (retail portion and public facilities); • (i) the Retail Ground Lease; (j) the Master Lease i t (the above-named documents being referred to in the Development Agreement and herein as the I. "Financing Documents"). NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Economic Development Authority for the City of Shakopee, Minnesota, as follows: 1. That the Financing Documents are hereby approved in substantially the form on file with the Executive Director on this date, with such changes or modifications that are not materially adverse to the EDA and that are approved by the President and Executive Director, provided that execution of Financing Documents to which the EDA is a party shall be conclusive evidence of approval by those officials of all Financing Documents. Ion 2. That the President and Executive Director, or in their absence or unavailability, any other officers of the EDA, are authorized and directed to execute any Financing Documents to which the EDA is a party. 3. That the President, Executive Director and other EDA officials are authorized to take all actions necessary to carry out the intent of the Financing Documents, including without limitation execution of certificates and ancillary documents in connection with issuance of the Bonds. Approved by the Board of Commissioners of the Economic Development Authority for the City of Shakopee, Minnesota this 30th day of September, 1997. President ATTEST: Secretary