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HomeMy WebLinkAboutCC PACKET 06122012H.R.A. Meeting immediately following City Council meeting CITY OF ST. ANTHONY CITY COUNCIL MEETING AGENDA June 12, 2012 7:00 p.m. Call to Order. Pledge of Allegiance. Roll Call. Consideration Discussion and Possible Action on Ail of the foRoxvirr items: Approval of the June 12, 2012, City Council Meeting Agenda. (action requested.) I. Proclamations and Recognitions. (no action requested.) II. Consent Agenda. These items are considered routine and will be enacted by one motion. Therewill be no separate discussion of these items unless a Couttcilmember or citizen so requests, in which event the item will be removed from the Consent Agenda and placed elsewhere on the agenda. A. Approval of May 22, 2012, Council Meeting Minutes. (pp. 1-6) B. Licenses and Permits. (pp. 7-8) C. Claims. (pp. 9-12) III. Public Hearing. None. IV. Reports from Commission and Staff. (Jacqueline Corkle, Interim City Planner, is presenting) A. Resolution 12-052; Accepting the Results of the Study regarding Regulation of Assemblies, Meeting Lodges, and Convention Halls. (pp. 13-58) B. Resolution 12-053; Approving a Conditional Use Permit For Religious Assembly at 3055 Old Highway 8. (pp. 59-82) V. General Business of Council. A. Resolution 12-054; Relating to a Senior Rental Housing Development Agreement by and among the City of Saint Anthony; Minnesota, the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota and St. Anthony Leased Housing Associates 11, Limited Partnership (The "Developer"). Jay Lindgren, Dorsey & Whitney is presenting. (pp. 83-88) B. St. Anthony Wine & Spirits Presentation. Alex Arnott, Katie Kleeberg and Dense Bouba are presenting. (pp. 89-106) C. Resolution 12-055; Ordering Preparation of Feasibility Report for the 2013 Street and Utility Improvement. Todd Hubmer, WSB & Associates is presenting. (pp. 107-116) D. Ordinance 2012.05; An Ordinance Amending St. Anthony City Code Section 30.17; Absentee Ballot Board. Mark Casey, City Manager is presenting. (15L Reading) (pp. 117-120) VI. Reports from City Manager and Council members. VII. Community Forum. Individuals may address the Ctty Council about arty item not included on the regular agenda. Speakers are requested to come to the podium, sign tbeir name and address or the form at the podium, state lbeir name arrd address for the Clerk's record, aid limit their remarks to fate minutes. Generally, the City Council will nod take ficial action on Items discussed at this time, but may typically refer the matter to stafffora j"uture report or direct the matter to be scheduledon an upcoming agenda. VIII. Information and Announcements. IX. Adjournment. Our Mission is to be a progressive and livable community, a walkable village, which is sustainable, safe and secure. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 CITY OF ST. ANTHONY CITY COUNCIL REGULAR MEETING MINUTES MAY 22, 2012 CALL TO ORDER. Mayor Faust called the meeting to order at 7:00 p.m. PLEDGE OF ALLEGIANCE. Mayor Faust invited the Council and audience to join him in the Pledge of Allegiance. ROLL CALL. Present: Mayor Faust; Councilmembers Gray, Jenson, Roth, and Stille. Absent: None Also Present: City Manager Mark Casey and City Engineer Todd Hubmer. CONSIDERATION, DISCUSSION, AND POSSIBLE ACTION ON ALL OF THE FOLLOWING ITEMS. L APPROVAL OF MAY 22, 2012 CITY COUNCIL MEETING AGENDA. Motion by Councilmember Gray, seconded by Councilmember Jenson, to approve the City Council Meeting Agenda of May 22, 2012. Motion carried unanimously. II. PROCLAMATIONS AND RECOGNITIONS. None. III. CONSENT AGENDA. A. Approval of May 8, 2012, Council meeting minutes; B. Consider licenses and permits; C. Consider payment of claims; D. Resolution 12-047; Approval of a Shared Service Agreement with Mississippi Watershed Management Organization (MWMO) for Financial Services; E. Resolution 12-048 Approval of an Agreement with the City of New Brighton for Human Resources Services; F. Resolution 12-049• Accepting a Donation form the Kiwanis Club of St. Anthony for the St Anthony Fire Department to Assist in PurchasingFire Equipment; and G. Approval of a Joint Powers Agreement between the Minnesota Department of Public Safety Bureau of Criminal Apprehension and the St. Anthony Police Department for eCharging Adapter Installation. 11 6ty Council Regular Meeting Minutes May 22, 2012 Page 2 Motion by Councilmember Stille, seconded by Councilmember Jenson, to approve the Consent Agenda items. Motion carried unanimously. IV. PUBLIC HEARING. 8 None. 9 10 V. REPORTS FROM COMMISSION AND STAFF. 12 None. 13 14 VI. GENERAL BUSINESS OF COUNCIL. 15 16 A. Resolution 12-050; Accepting July 2012 Flood Investigation and Stormwater Modeling 17 Report. Todd Hubmer, WSB & Associates, presenting. 18 19 Mr. Hubmer presented the Flood Report that had been prepared in response to the July 16, 2011, 20 rainfall event resulting in several areas within the City and surrounding communities 21 experiencing severe flooding. Mr. I Iubmer reviewed the July 16, 2011 rain event with details of 22 the rainfalls. He showed the radar imagery from that July 16, 2011 event. There are numerous 23 collection rainfall gauges. He has prepared a modeling report based on data gathered. Flood 24 damage occurred in St. Anthony. Mr. Hubmer reviewed the rainfall in surrounding areas and the 25 ditches and their drainage patterns. Flooding occurred in four areas of the City — Mirror Lake 26 Townhomes, Silver Lane and Shamrock Drive, 39°i Avenue and Shamrock Drive, and St. 27 Anthony Industrial Park. Mr. Hubmer reviewed the City's response after the rain event. The 28 storage capacity was exceeded in Mirror Lake. Various storm drains were televised. Some 29 repairs are needed to some of the pipes. Mr. Hubmer provided a detailed presentation on the 30 flood investigation and stormwater modeling report. Mr. Hubmer provided six options for 31 increasing the storm sewer storage capacity for the Mirror Lake "Townhomes area. 32 33 Mr. Hubmer provided one option for Silver Lane and Shamrock Drive. Ile reviewed one option 34 for the 39°i Ave and Shamrock Drive area. Mr. Hubmer stated the Industrial Park had flooding 35 in 1997 as well; however it was a different building. Mr. Hubmer provided two options for the 36 Industrial Park area. Mr. Hubmer stated there was an error on the Industrial Park option with 37 cost being $120,000 (rather than $220,000) as printed. 38 39 Councilmember Gray stated he is concerned something should be done quickly. He asked what 40 the timeline was for Option five. Mr. Hubmer stated they are currently obtaining a cost estimate 41 and meetings will be held with Rice Creek Watershed. The Mirror Lake Townhome Association 42 sent a letter to Rice Creek Watershed. Mr. Hubmer will return to Council after the estimate is 43 received. 44 45 Councilmember Stille asked if the cost indicated in Option 4 was the total cost or just the City's 46 cost. Mr. Hubmer stated Rice Creek has its own taxing authority and some funds could be put City Council Regular Meeting Minutes May 22, 2012 Page 3 toward this. There also may be funds from the DNR. Mr. Hubmer stated there are a number of partners involved and this would not be the quickest solution to the problem. Mr. Ilubmer stated Option 4 would be feasible. Councilmember Stille referred to Option 2 and asked if the road replacement was in Ramsey County's plan. Mr. Hubmer stated he does not believe it is in their plan. 8 Councilmember Roth asked if a ditch can be a pipe. He questioned how large the pipes are. Mr. 9 Hubmer responded it could be a 7-8 foot diameter pipe moving water. Mr. Hubmer stated there 10 is a ditch authority for Ramsey County and that is the Rice Creek Watershed District. They will 1 I be given a copy of the model. 12 13 Councilmember Roth asked how flood -proofing a house can be done. Mr. Hubmer stated walk - 14 outs can be blocked, berms can be constructed, replacing egress windows with glass block. It 15 depends on the type of the house and what can be done for flood -proofing. Mr. Hubmer stated 16 the previous programs were 65% paid by the City and 35% paid by the resident. 17 18 Councilmember Jenson asked Mr. Hubmer if the other Cities have the same momentum to get 19 something done. Mr. Hubmer stated New Brighton has energy to move forward. 20 Councilmember Jenson asked if this report was shared with the other Cities and Mr. Hubmer 21 stated this report was created for St. Anthony and a similar report was created and presented to 22 New Brighton Council and accepted. 23 24 Mayor Faust asked about timelines in general and what interim measures can be taken. Mr. 25 Hubmer stated the backflow prevention device is one option as well as lowering the level of 26 Mirror Lake. Mr. Hubmer stated this was an extreme rainfall event and these types of events do 27 not occur often. Mr. Hubmer stated they are seeking cost estimates and should come back to 28 Council in approximately two weeks. Mayor Faust asked how long it would take to install the 29 device and Mr. Hubmer stated it depends on how long it takes to obtain the device. 30 31 Ms. Debra Larson, Mirror Lake Townhomes, asked for clarification on options five and six. She 32 stated their flooding was due to the backup. At the May 3, 2012 meeting they discussed possibly 33 putting the drainage system back together. She asked if option five included putting the drainage 34 system back together. Mr. Hubmer stated it is part of the bio -filtration system repair. Ms. 35 Larson stated option 4 is the most desirable solution but that will not happen. Ms. Larson asked 36 if option 5 would prevent the Mirror Lake Townhomes from flooding. Mr. Hubmer stated he 37 cannot make promises but it will be better given a hundred year flood. Ms. Larson asked what 38 percentage the backflow device would work and Mr. Hubmer stated it offers a 95% reliability. 39 40 Mayor Faust stated option 4 would be the engineering school solution but it would be the longest 41 solution. In an attempt to mitigate as best we can with the least amount of money the backflow 42 preventer solution was suggested. Mayor Faust said if the backflow preventer was installed the 43 City could still seek funding for option 4. 44 45 Councilmember Roth stated it seems the ditch size is the issue. Would the backflow preventer 46 be at the expense of Rice Creek Watershed District? Mr. Hubmer stated they will pursue their 3 City Council Regular Meeting Minutes May 22, 2012 Page 4 I participation. If they were to handle it would take a much longer period of time. Mayor Faust 2 stated there may be other ways to recoup a portion of the $30,000. Councilmember Roth stated 3 he feels they should be able to move quickly. Councilmember Roth stated in the past whenever 4 there was a road repair project the Rice Creek Watershed District seems to try to cause problems 5 in the City. 6 7 Mayor Faust stated it is very important to remain partners with them as they have not been asked 8 to participate. Councilmember Roth apologized publicly to the Rice Creek Watershed District. 9 10 Councilmember Jenson asked if there were other options that were complimentary to the long 11 term solution. Mr. Hubmer stated many of the other options are complimentary such as flood - 12 proofing. 13 14 Mr. Robert Lundeen, 39°i and Fordum/Shamrock area. He asked which houses flooded in that 15 area. Mr. Hubmer stated would a pond be put in like what was done on Stinson. Mr. Lundeen 16 asked how old the storm system is and Mr. Hubmer stated it was built in the turn of the century. 17 Mr. Lundeen asked if the area where the house was removed still floods and Mr. Hubmer stated 18 it does and the house was removed due to recurring flooding of the house. 19 20 Mr. Mike Ahmann 4062 Foss Road. Mr. Ahmann thanked Mr. Hubmer for his help to Mirror 21 Lake Townhomes. He encouraged Council to help solve the flooding problem. Ile suggested 22 option 5 be considered. Mayor Faust asked if option 5 could be started this year and Mr. 23 Hubmer stated it would not begin this year. 24 25 Councilmember Gray asked about the option of lowering Mirror Lake and getting the DNR 26 permits. Mr. Hubmer stated there are some jurisdictional issues that need to be addressed. There 27 is a possibility is can be undesignated as a DNR water. 28 29 Mayor Faust stated caution needs to be taken to ensure regulations are followed. 30 31 Mr. Mike Ahmann stated last fall Mirror Lake was lowered 1 %2 feet and there still was flooding. 32 33 Ms. Debra Larson stated she shares some concerns with Councilmember Roth about Rice Creek 34 Watershed District. Due to the flooding she was unable to live in her home for 6 months and the 35 cost for remodeling was $30,000. She asked the Rice Creek Watershed District to do the right 36 thing and do it quickly. 37 38 Motion by Councilmember Stille, seconded by Councilmember Gray, to adopt Resolution 12- 39 050; Accepting July 2012 Flood Investigation and Stormwater Modeling Report with the cost 40 modification as indicated. 41 42 Motion carried unanimously. 43 44 B. Resolution 12-05 1 • Authorizing the Mayor and City Manager to Enter into an Agreement 45 with Rice Creek Watershed District. Todd Hubmer, WSB & Associates, presenting. S City Council Regular Meeting Minutes May 22, 2012 Page 5 4 6 7 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 VII. 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Mr. Hubmer presented staffs recommendation the Council authorize the Mayor and City Manager to enter into an agreement with the Rice Creek Watershed District (RCWD) so the City is able to comply with RCWD's rules for the City's future street and utility improvement projects. He provided the revised agreement, which has been sent to Rice Creek Watershed District. Mr. Hubmer stated by establishing this agreement between the City and RCWD, the City will be able to comply with RCWD Rules for the City's future street and utility improvement projects. Compliance will be achieved by providing cost-effective, regional water quality improvements near the reconstruction projects. Mr. Hubmer reviewed the sequencing for planned street improvement projects. The City was not able to do infiltration due to the clay soil conditions. Mr. Hubmer stated there are some existing BMP's: Water Reuse Facility, Foss Road Biofiltration, 2011 Raingarden Filtration, Shamrock/Silver Lk Rd Biofiltration, and Mirror Pond. Mr. Hubmer reviewed the proposed BMP's: Salo Pond Alum Enhancement ($50,000 RCWD Grant), Mirror Pond Alum Enhancement, Mirror Pond WQ/Habitat Improvements/Dredging, 37°i Ave Inline Treatment, Stinson Inline Treatment, and Central Park Biofiltration ($50,000 RCWD Grant). Mr. Hubmer reviewed the Summary of Results and Prior Progress. Mayor Faust asked if they have done any alternative compliance agreements and Mr. Hubmer stated they have one with the City of Centerville. Councilmember Roth thanked the Rice Creek Watershed District for contributing $100,000 for the project. Motion by Councilmember Gray, seconded by Councilmember Jenson, to adopt Resolution 12- 051; Authorizing the Mayor and City Manager to Enter into an Agreement with Rice Creek Watershed District. Motion carried unanimously. REPORTS FROM CITY MANAGER AND COUNCIL MEMBERS. City Manager Casey: No report. Councilmember Stille: He attended a farewell for Hennepin County Commissioner Mark Stenglein. Councilmember Gray: No report. Councilmember Jenson reported on stated he attended the Metro Cities Annual Meeting, C1eanUp Day and the Council worksession. Mayor Faust reported on his attendance at the following: Kiwanis celebration. He attended along with Councilmembers. They have done a great deal of work in the City. Attended a State session with area colleges on higher education within the State. Attended the monthly Chamber of Commerce General Meeting. 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 �'ity Council Regular Meeting Minutes May 22, 2012 Page 6 VIII. COMMUNITY FORUM. Mayor Faust invited residents to come forward at this time and address the Council on items that are not on the regular agenda. Mr. Robert Lundeen, 3912 Fordham Drive, stated he had sent a letter to Council about the sale of the Medtronic building. He stated the residents are not aware of this and the residents should be notified. He stated he does not want it to be a "yes" vote. Mayor Faust stated the Council will vote on the land use issue and there have been public hearings by the City Council and Planning Commission. St. Anthony has a representative government and the five Councilmembers will vote on this land use issue. This will come before the Planning Commission on June 4 and the Council on June 12. IX. INFORMATION AND ANNOUNCEMENTS. The summer concert series schedule is posted. X. ADJOURNMENT. Mayor Faust adjourned the meeting at 8:30 p.m. Respectfully submitted, Debbie Wolfe, TimeSaver Off Site Secretarial, Inc. ATTEST: City Clerk Mayor Saint Anthony Village DATE: June 12, 2012 Approved: TO: Mayor and Councilmembers FROM: License Clerk ITEM: License and Permits for Approval: BHL Services, New Brighton, MN Hage Construction, Edina, MN Premier Tree Service, Pierz, MN EDS Heating & Air, Woodbury, MN Flare Heating & Air Conditioning, Golden Valley, MN Pfiffner Heating & Air Conditioning, Brooklyn Park, MN River City Sheet Metal, Fridley, MN Shelly Hooper 3500 Harding St V1 THIS PAGE LEFT INTENTIONALLY BLANK US BANK CITY OF ST, ANTHONY CHECK REGISTER 9 VENDOR PAYEE CHECK # DATE AMOUNT 9933 BLUE CROSS BLUE SHIELD 17762 5/21/2012 $3,030.50 9630 RADIANT SYSTEMS, INC. 17764 5/25/2012 $1,656.00 20 AA BATTERY CO 17766 6/13/2012 $180.62 9584 ABLE HOSE & RUBBER, INC. 17767 6/13/2012 $30.00 8964 ACCLAIM BENEFITS 17768 6/13/2012 $57.00 8242 AFFILIATED COMPUTER SERV 17769 6/13/2012 $195.36 8621 ALLIANCE MECHANICAL 17770 6/13/2012 $1,037.00 9761 AMERICAN BOTTLING COMPAN 17771 6/13/2012 $289.20 5087 AMERICAN PUBLIC WORKS AS 17772 6/13/2012 $205.00 9943 ARAMARK 17773 6/13/2012 $130.31 9809 BATTERIES PLUS 17774 6/13/2012 $26.67 320 BEISSWENGER'S 17775 6/13/2012 $19.62 4293 BELLBOY CORP. 17776 6/13/2012 $28,627.96 9778 BERNICK'S 17777 6/13/2012 $1,025.88 9933 BLUE CROSS BLUE SHIELD 17778 6/13/2012 $1,565.00 8904 BUREAU CRIMINAL APPREHEN 17779 6/13/2012 $200.00 4231 CAPITOL BEVERAGE SALES 17780 6/13/2012 $29,044.59 9100 CAT & FIDDLE BEVERAGE 17781 6/13/2012 $1,932.00 9907 CENTURYLINK 17782 6/13/2012 $336.48 4080 CHISAGO LAKES DISTRIBUTI 17783 6/13/2012 $1,969.15 9056 CITY OF ROSEVILLE 17784 6/13/2012 $280.00 8814 CITY WIDE WINDOW SERVICE 17785 6/13/2012 $85.50 4805 CLEAR RIVER BEVERAGE COM 17786 6/13/2012 $377.60 4095 COCA COLA BOTTLING COMPA 17787 6/13/2012 $516.82 4107 COMPTON'S COMMERCIAL CLN 17788 6/13/2012 $3,823.99 9820 CRYSTAL SPRINGS ICE 17789 6/13/2012 $715.97 7178 D -ROCK CENTER & SMALL EN 17790 6/13/2012 $31.96 807 DIAMOND VOGEL PAINTS 17791 6/13/2012 $1,055.93 7371 DISCOUNT STEEL, INC. 17792 6/13/2012 $8.74 1411 DON HARSTAD CO., INC. 17793 6/13/2012 $634.67 820 DORSEY & WHITNEY 17794 6/13/2012 $19,924.61 4135 ELECTRO WATCHMAN INC 17795 6/13/2012 $147.49 8362 EMBEDDED SYSTEMS, INC. 17796 6/13/2012 $502.08 8697 EXTREME BEVERAGE 17797 6/13/2012 $528.50 8340 FAIRVIEW OCCUPATIONAL HE 17798 6/13/2012 $425.00 9867 FIRST -SHRED 17799 6/13/2012 $302.57 9667 FLAT EARTH BREWING CO 17800 6/13/2012 $80.00 9021 FOURTH JUDICIAL DISTRICT 17801 6/13/2012 $92.77 1030 G & K SERVICES INC 17802 6/13/2012 $1,774.88 4172 GRAPE BEGINNINGS, INC. 17803 6/13/2012 $1,553.50 9152 GRAPHIC SPECIALTIES, INC 17804 6/13/2012 $112.75 1300 HACH COMPANY 17805 6/13/2012 $359.89 1420 HAWKINS, INC 17806 6/13/2012 $1,379.45 8221 HEDBACK, ARENDT, KOHL 17807 6/13/2012 $3,500.00 9976 HENNEPIN COUNTY MEDICAL 17808 6/13/2012 $1,525.00 BANK CITY OF ST. ANTHONY CHECK REGISTER VENDOR PAYEE CHECK # DATE AMOUNT 8365 HENNEPIN COUNTY TREASURE 17809 6/13/2012 $551.00 9932 HENNEPIN COUNTY TREASURE 17810 6/13/2012 $198.00 9281 HENRICKSEN PSG 17811 6/13/2012 $384.27 9160 HEWLITT PACKARD COMPANY 17812 6/13/2012 $1,447.32 0.0039 HIGGINS/JAMES 17813 6/13/2012 $10.25 4207 HOHENSTEIN'S, INC 17814 6/13/2012 $8,411.45 8252 HOME DEPOT CREDIT SERVIC 17815 6/13/2012 $271.21 9225 HSBC BUSINESS SOLUTIONS 17816 6/13/2012 $6.62 4105 INLAND TRS PROPERTY MANA 17817 6/13/2012 $1,704.93 7358 J.R.'S ADVANCED RECYCLER 17818 6/13/2012 $1,036.75 4125 1J TAYLOR DISTRIBUTING 17819 6/13/2012 $74,313.79 4220 JOHNSON BROTHERS LIQUOR 17820 6/13/2012 $107,618.78 9755 L.T.G. POWER EQUIPMENT 17821 6/13/2012 $104.40 9947 LEECH LAKE BREWING COMPA 17822 6/13/2012 $46.20 9977 LIFELINE TRAINING, LTD 17823 6/13/2012 $477.00 9729 LIFT BRIDGE BEER CO. 17824 6/13/2012 $224.00 2040 LILLIE SUBURBAN NEWSPAPE 17825 6/13/2012 $360.00 9114 M. AMUNDSON LLP 17826 6/13/2012 $3,084.23 9823 MAILFINANCE 17827 6/13/2012 $142.22 2160 MARSHALL CONCRETE PROD 17828 6/13/2012 $190.10 8193 MCFOATREASURER 17829 6/13/2012 $35.00 4242 MEDIAWORKS ADVERTISING 17830 6/13/2012 $850.00 9716 MERCURY TECHNOLOGIES OF 17831 6/13/2012 $359.21 2240 METROPOLITAN COUNCIL 17832 6/13/2012 $48,356.43 2280 MIDWEST ASPHALT CORP 17833 6/13/2012 $149.29 9973 MIDWEST PLAYSCAPES,INC. 17834 6/13/2012 $29.39 8423 MINNESOTA CHIEF OF POLIC 17835 6/13/2012 $1,455.00 8808 MN CITY COUNTY MGMT ASSO 17836 6/13/2012 $120.00 9331 MN DEPT OF HEALTH 17837 6/13/2012 $3,868.00 8232 MPH INDUSTRIES, INC. 17838 6/13/2012 $65.34 2395 MTI DISTRIBUTING, INC 17839 6/13/2012 $465.98 5232 MURPHY'S SERVICE CENTER 17840 6/13/2012 $28.94 9979 NELSON AUTO CENTER 17841 6/13/2012 $25,338.37 8959 NORTH SUBURBAN ACCESS CO 17842 6/13/2012 $593.22 9523 NORTHSTAR INSPECTION SER 17843 6/13/2012 $6,608.55 45 OFFICE DEPOT 17844 6/13/2012 $1,188.19 9894 OLVALDE FARM AND BREWING 17845 6/13/2012 $336.00 9615 PAETEC 17846 6/13/2012 $234.49 4354 PAUSTIS & SONS 17847 6/13/2012 $2,843.41 4360 PHILLIPS WINE & SPIRITS 17848 6/13/2012 $32,236.96 4361 PINNACLE DIST. 17849 6/13/2012 $406.00 9974 PLASTIC BAGMART 17850 6/13/2012 $247.52 9980 POSTMASTER (ELECTIO 17851 6/13/2012 $500.00 8369 POSTMASTER - MPLS BMEU 17852 6/13/2012 $1,500.00 7057 PRAXAIR 17853 6/13/2012 $19.40 9803 PREMIER WASTE SERVICES L 17854 6/13/2012 $987.77 CITY OF ST, ANTHONY US BANK CHECK REGISTER CHECK # DATE AMOUNT VENDOR PAYEE 17855 6/13/2012 $50.00 9139 PROPERTY KEY, INC. 17856 6/13/2012 $150.00 9978 CIWEST-LAW ENFORCEMENTS 17857 6/13/2012 $282.41 3100 ROSEDALE CHEVROLET 17858 6/13/2012 $2,012.09 9230 ROYAL TIRE INC 17859 6/13/2012 $300.00 9822 SABA/STEVE 17860 6/13/2012 $783.65 9680 SENSUS METERING SYSTEMS 17861 6/13/2012 $252.23 9708 SHI INTERNATIONAL CORP. 17862 6/13/2012 $384.69 8199 SIGNATURE CONCEPTS, INC. 17863 6/13/2012 $100.00 8983 SOULO DESIGN, INC 17864 6/13/2012 $25,340.31 9843 SOUTHERN WINE & SPIRITS 17865 6/13/2012 $260.00 9259 SPRINT 17866 6/13/2012 $1,644.33 4782 ST ANTHONY VILLAGE CENTE 17867 6/13/2012 $3,392.75 8969 STAN MORGAN & ASSOCIATES 17868 6/13/2012 $128.00 3490 STREICHER'S 17869 6/13/2012 $80.48 8872 SUCIU/BARB 17870 6/13/2012 $4,931.00 4780 SURLY BREWING CO 17871 6/13/2012 $196.89 3260 T A SCHIFSKY & SONS 17872 6/13/2012 $100.00 9842 TASC - CLIENT INVOICES 17873 6/13/2012 $250.40 9975 THE SUITES HOTEL AT 17874 6/13/2012 $126.25 7337 TIMESAVER OFF SITE SECRE 1787 5 6/13/2012 $613.68 3560 TRACY PRINTING 17875 6/13/2012 $176.94 7196 TRANSPORTATION SUPPLIES 17877 6/13/2012 $304.83 8449 TWIN CITY GARAGE DOOR 17878 6/13/2012 $106.17 8336 UNITED ELECTRIC COMPANY 17879 6/13/2012 $700.00 8270 UNITED STATES POSTAL SER 17880 6/13/2012 $957.56 8227 VERIZON WIRELESS 17881 6/13/2012 $714.90 8517 VICTORY CORPS 17882 6/13/2012 $847.42 4451 VINOCOPIA 17883 6/13/2012 $620.07 9702 W.D. LARSON COMPANIES LT 17884 6/13/2012 $742.63 4494 WASTE MANAGEMENT OF WI -M 6/13/2012 $2,103.95 8316 WINE COMPANY/THE 17885 17886 6/13/2012 $9,732.75 8310 WINE MERCHANTS INC 6/13/2012 $46,122.83 4175 WIRTZ BEVERAGE - (GRIGGS 17887 17888 6/13/2012 $40,218.81 9734 WIRTZ BEVERAGE MINNESOTA 17889 6/13/2012 $10,269.52 2680 XCEL ENERGY 17890 6/13/2012 $110.83 830 ZEE MEDICAL SERVICE TOTAL $595,811.36 11. 1.2 THIS PAGE LEFT INTENTIONALLY BLANK The Regulation of Assemblies, Meeting Lodges and Convention Halls City Council Meeting June 12, 2012 ainl nthn _ YA r c (J Regulation of Assemblies, Meeting Lodges and Convention Halls • Recommendation — Accept the findings of the study and adopt Option #3 as outlined in Exhibit B ainnlirQny WS I S a i.% 13 1 Reg0ion of Assemblies, Meeting Lodges and Convention Halls • Background — City Council directed staff to prepare a study regarding the regulation of assemblies, meeting lodges and convention halls as conditional uses in Light Industrial and Commercial Districts kaint nthr A isc Regulation of Assemblies, Meeting Lodges and Convention Halls • Background — City Council passed a moratorium on Conditional Use Permits for assemblies, meeting lodges or convention halls in light Industrial and Commercial Districts until the study is complete ai t nthony --- - I la (1WSB 0) Regulation of Assemblies, Meeting lodges and Convention Halls * Study Purpose 1. Determine the meaning of `assembly' as used within the existing Zoning Code 2. Determine whether the city intended religious assemblies to exist as conditional uses in commercial (C) and light industrial (LI) zoning districts 3. Ensure that amendments to the Zoning Code do not conflict with the city's intent in planning for . hint- nil . Regulation of Assemblies, Meeting Lodges and Convention Halls • Study Purpose 4. Ensure that the Zoning Code is improved in regard to consistency and clarity with respect to the use of `assemblies' 5. Ensure that the Zoning Code is consistent with federal law 6. Respect those currently having a pending application Gini faneGU 3 1.6 Regulation of Assemblies, Meeting "Lodges and Convention Halls • Key Findings — Meaning of `assembly' as used within the existing ordinance • "Churches, synagogues, and temples" are allowed within certain residential districts • "Assemblies, meeting lodges, and convention halls" are allowed within commercial and light industrial districts • Terms have distinct and separate intended meanings • Places of worship do not fit the type of assembly use allowed within non-residential districts a+nt Il��ny i a ciJ WSB Regulation of Assemblies, Meeting Lodges and Convention Halls • Key Findings — City intent for religious assemblies in C and L1 districts • A difference exists between the city's intended meaning of "churches, temples or synagogues" and "assemblies, lodges or convention halls" (wOlinkh+�i�y ..I WSB 11 Regulation of Assemblies, Meeting dodges and Convention Halls • Key Findings — Ensure potential amendments do not conflict with intent of C and LI districts. • Commercial District — "To provide areas for retail sales and services located and regulated so as to minimize adverse effects on neighboring residential districts and congestion of public streets." aunti nthny ♦ a e (JWSB Relation of Assemblies, Meeting F�dges and Convention Halls • Key Findings — Ensure potential amendments do not conflict with intent of C and LI districts • Industrial District — "To designate areas for, and regulate the development of light industry. Areas are designated as light industrial due to the proximity of high capacity roadways or rail facilities and existing development, and regulated to enhance the compatibility of light industrial uses and uses within the commercial and residential districts." (5ain nlh�ny WW � hnill In 5 Regulation of Assemblies, Meeting Lodges and Convention Halls • Key Findings — Ensure Zoning Code is improved in regard to consistency and clarity with respect to the use of `assemblies' • Places of worship align better with certain residential districts, while places of secular assembly align better with commercial or industrial districts • The city has little space available for commercial and light industrial, which are devoted to economic rlpvpinnmant and inh arnwth A01311 fh�ny A Regulation of Assemblies, Meeting Lodges and Convention Halls • Key Findings — Ensure the Zoning Code is consistent with federal law. • City must be cognizant of Religious Land Use and Institutionalized Persons Act (RLUIPA) • A religious assembly or institution must be treated as well as comparable secular institutions . am nthQn3+ Ia Cl' C. Regution of Assemblies, Meeting dodges and Convention Halls • Key Findings — Respect current applications • Council to act on the current application by June 12, 2012 amt nthu�ny ;I f Assemblies, Meeting odges and Convention Halls • options —Option 1 WSB • Clarify or define terms related to `assembly' and 'church' • Clarifies city's intended purposes of each zoning district • May not sufficiently distinguish between the two terms • Does not address all study goals ain th�my i fa C WSe 7 19 Regulion of Assemblies, Meeting L©dges and Convention Halls • Options — Option 2 • Allow all types of assembly within LI and C districts • Clarify associated definitions or terms • Establish limitations on assembly to the size and scope of use • Does not align with city's intended economic goals related to C and LI zoning districts • May hinder opportunities for economic growth and prosperity dint Wh+�ny i t :a VWSH Re ulation of Assemblies, Meeting Lodges and Convention Halls • Study Options — Option 3 • Allows all assembly use in C districts but eliminates assembly use from the LI district • Clarifies the definition of assembly • Allows all assemblies to be treated equally • Preserves the LI district for industry oriented development ain th4n _ A Ell Regulation of Assemblies, Meeting Lodges and Convention Halls • Study Overview Recommendation: Option 3 • Amend the Zoning Code to balance economic development with the interest of groups in establishing places of secular or religious assembly a;u�ble A �e CJ WUB Regulation of Assemblies, Meeting �: _ Lodges and Convention Halls • Potential Actions Recommend accepting the study findings and adopt Option 3 — Recommend accepting the study findings and adopt Option 1 or Option 2 — Recommend rejecting the study findings rinl11�rtlurn p MB J 21 22 Regulapn of Assemblies, Meeting -,-J"-Lodges and Convention Halls Questions? pint ntltort A C r la c V WS8 ILI A WSB &Associates, Inc. Infrastructure ■ Engineering ■ Planning ■ Construction 701 Xenia Avenue South Suite 300 Minneapolis, MN 55416 Tel: 763-541-4800 Fax: 763-541-1700 CITY OF ST. ANTHONY VILLAGE MEMORANDUM To: St. Anthony Village City Council From: Jacqueline Corkle, PTP, AICP Interim City Planner Date: June 5, 2012 City Council Regular Meeting for June 12, 2012 WSB Project No. 01626-630 Regarding: The regulation of Assemblies, Meeting Lodges and Convention Halls RECOMMENDATION Based on the information provided in the study regarding the regulation of assemblies, meeting lodges and convention halls, staff recommends that the St. Anthony Village City Council accept the Endings of the study and adopt Option #3 as outlined in Exhibit B. BACKGROUND The St. Anthony Village City Council directed staff to prepare a study regarding the regulation of assemblies, meeting lodges and convention halls as conditional uses in the Light Industrial and Commercial Districts. In addition, the City Council has passed a moratorium on the issuance of Conditional Use Permits for Assemblies, Meeting Lodges or Convention Halls within Commercial and Light Industrial Zoning Districts in order to allow the study to be completed and to allow for any potential changes to the city's Zoning Code.. The study on the regulation of assemblies, meeting lodges and convention halls as conditional uses in the Light Industrial land Commercial Districts has recently been distributed to both the Planning Commission and the City Council and has been provided for public review, The Planning Commission unanimously recommended accepting the study findings and adopting Option #3. STUDY OVERVIEW A. Study Purpose. The purpose of the study was six -fold: 1. Determine the meaning of `assembly' as used within the existing Zoning Code. 2. Determine whether the city intended religious assemblies to exist as conditional uses in commercial (C) and light industrial (LI) zoning districts. 3. Ensure that any amendment to the Zoning. Code does not conflict with the city's intent in planning for property in the C and LI districts 4. Ensure that, if amended, the Zoning Code is improved in regard to consistency and clarity with respect to the use of `assemblies'. 5, Ensure that the Zoning Code is consistent with federal law. 6. Respect any applicants currently having a pending application. 23 24 May 25, 2012 Page 2 B. Key Findings. The study drew a number of conclusions based on the study purpose outlined above. Meaning of `assembly' as used within the existing ordinance. The Zoning Code exists in Chapter 152 of the City Code. It contains an "intent and purpose" and defines and describes time separate zoning districts in which certain uses may occur as "permitted uses" or "conditional uses." Each zoning district has a stated purpose as contemplated by the underlying planning goals of the City. "Churches, synagogues, and temples" are allowed within certain residential districts. "Assemblies, meeting lodges, and convention halls" are allowed within commercial and light industrial districts. These terms have distinct and separate intended meanings. The Zoning Code arguably prohibits places of worship within non-residential districts because the use of a religious assembly does not fit the type of assembly use allowed within the Zoning Code. 2. City intent for religious assemblies in C and LI districts. Because the city has little of its space devoted to, and available for, commercial or light industrial use, it is important that the city properly determine what types of permitted or conditional uses may exist within these valuable zoning districts. The zoning districts allow for permitted uses and conditional uses. A permitted use is "[a] use expressly authorized by the zoning code for a particular district or districts." City Code § 152.008 (Zoning Code definitions section). A conditional use is "[a] use which is not classified as a permitted use but which may be permitted subject to conditions imposed by the City Council." Fach zoning district has a specifically stated purpose. Besides having different planning goals and intentions, the zoning districts also differ in their allowance of certain types of religious or secular "assemblies." The R-1 Single Family District, the R-2 Two -Family District, the R-3 Townhouse District and the R-4 Multiple -Family District all allow for a permitted conditional use of "Churches, temples, or synagogues and their supporting homes, convents, or rectories." The C General Commercial District allows for the permitted conditional use of "Assembly, lodge or convention halls." The C District does not specifically permit places of worship, churches, or religious assembly of any kind. The LI Light Industrial District allows for the permitted conditional use of "Assembly, meeting lodge, or convention halls." The LI District does not specifically permit places of worship, churches, or religious assembly of any kind. The Zoning Code does not define churches, temples or synagogues, nor does it define assembly, meeting lodge, or convention halls. The Zoning Code specifically allows for churches, temples, or synagogues within certain residential zoning districts. The Zoning Code specifically allows for assemblies, meeting lodges, or convention halls within the commercial and light industrial zoning districts. The study found that a difference exists between the city's intended meaning of "churches, temples or synagogues" and "assemblies, lodges, or convention halls." 3. Ensure potential amendments do not conflict with intent of commercial and light industrial districts. Commercial District The purpose of the city's commercial zoning district is "to provide areas for retail sales and services located and regulated so as to minimize adverse effects on neighboring residential districts and congestion of public streets." The types of uses allowed within this district are uses associated with business and commerce. Section 152.121 of the Zoning Code lists over 70 permitted uses which exemplify types of businesses or establishments engaging in or supporting commerce. Examples include a wide variety of retail stores (e.g., appliance stores, clothing stores, jewelry stores, toy stores) and retail service establishments (e.g., attorneys, bakeries, employment agency offices, health professional offices, postal substations, veterinary clinics). May 25, 2012 Page 3 Section 152.122 of the Zoning Code lists 25 permitted conditional uses, which also are businesses or establishments engaging in or supporting commerce. Examples include bus stations, car washes, gasoline stations, motels, bowling alleys, and specific types of laboratories for medical research and testing that provide services to health care providers. Industrial District The purpose of the city's light industrial zoning district is "to designate areas for, and regulate the development of, light industry. Areas are designated as light industrial due to the proximity of high capacity roadways or rail facilities and existing development, and regulated to enhance the compatibility of light industrial uses and uses within the commercial and residential districts." Section 151.141 of the Zoning Code lists nine types of permitted uses, which include many specific examples of uses devoted to light industry. Examples include manufacturing industries; warehouses, wholesalers, or distributors of products; and offices devoted specifically for administrative purposes, non -retail businesses, or certain types of contractors. Other permitted uses include automotive service and repair and cleaning, laundering, and dry cleaning facilities. Section 152.142 of the Zoning Code lists nine types of permitted conditional uses, which also are uses exemplifying or directly supporting light industry. Examples include drug, cosmetic, pharmaceutical, and toiletries manufacture; enameling, painting, varnishing, lacquering, and japanning; freight terminals; and meat packing that does not include animal slaughtering. 4. Ensure the Zoning Ordinance is improved in regard to consistency and clarity with respect to the use of `assemblies. Overall, "churches, temples, or synagogues" constitute separate types of uses from "assemblies, lodges, or convention halls." In general, places of worship align better with certain residential districts, while places of secular assembly align better with commercial or industrial districts. Because the city has little of its space available for commercial or light industrial use, it is important that the city properly determine what types of assembly, if any, may exist within these zoning districts. The city has devoted most of its land to residential use, which allows for places of religious assembly. The limited areas that the city has devoted to commercial and light industrial use, and that are available for such uses, suggest that the city should consider closely whether to expand the types of uses within these districts. The city is interested in promoting economic development and job growth and has devoted two specific zoning districts to those planning goals. 5. Ensure the Zoning Ordinance is consistent with federal law. The City must be cognizant of the federal Religious Land Use and Institutionalized Persons Act ("RLUIPA") before deciding how to amend its Zoning Code. See 42 U.S.C. § 2000cc. Under RLUIPA, religious institutions must be treated as well as comparable secular institutions. The "Equal Terms" provision of RLUIPA states that a municipality may not treat "a religious assembly or institution on less than equal terms with a nonreligious assembly or institution." 42 U.S.C. § 2000ce(b)(1). RLUIPA is relatively unclear as to how "assembly" should be defined, and it is even more uncertain within the state of Minnesota. Therefore, if the City Council chooses to amend its Zoning Code, besides ensuring that the Zoning Code clearly reflects the intent of the city's zoning plan and best interests of the city as a whole, the City Council should consider whether the amended code is sufficiently clear for purposes of RLUIPA. 25 2 6 May 25, 2012 Page 4 6. Respect any applicants having a current application. On February 14, 2012, Muxamedrashid Ali submitted an application for a CUP to the city seeking a permitted conditional use of an "assembly" under sections 152.142(G) and 152.243 of the City Code (the "Application"). The Application describes the transformation of part of the Saint Anthony Business Center (the "Business Center") into the Abu-Huraira Islamic Center (the "Islamic Center"). The Islamic Center will be used for religious, cultural, and educational purposes. The Islamic Center will be a place of worship, with certain religious ceremonies, such as prayer hours, conducted every day. Special worship ceremonies will occur during Ramadan. The Islamic Center will also be used for other types of cultural, educational, and religious activities. On March 13, 2012, the City Council adopted a resolution authorizing a study regarding regulation of assemblies, meeting lodges, and convention halls within commercial and light industrial zoning districts (the "Resolution"). The Study is to be undertaken by the City staff in conjunction with the Planning Commission for the purpose of considering amendments to the Zoning Code regarding the regulation of assemblies, meeting lodges, and convention halls. On March 13, 2012, the City Council approved an interim ordinance imposing a moratorium on the issuance of CUPS for assemblies, meeting lodges, or convention halls within commercial and light industrial zoning districts (the "Moratorium"). The Moratorium would generally be effective for one year, but the City Council is scheduled to act on this particular Moratorium by June 12, 2012 to coincide with the timeline for the city to make its land use decision regarding the Application under Minnesota Statutes section 15.99. C. Options. Based on the findings above, the study outlined three options for addressing issues surrounding the issuance of CUPs for "assemblies, meeting lodges, or convention halls" within the C and LI zoning districts. Option 1: Option one suggests clarifying or defining terms related to `assembly' and `church' under the Zoning Ordinance. This option would also serve to clarify the city's intended purposes within each of its zoning districts, but may not create a sufficient distinction between the two terms. Additionally, it does not address all of the study goals outlined in Section 1 above. Option 2: Option two suggests allowing all types of assembly use within LI and C zoning districts while simultaneously amending the Zoning Ordinance to clarify the associated definitions or terms. This option would establish limitations on assembly use related to the size or scope of the use. This option would help maintain the economic and development goals associated with the LI and C zoning districts but allow for a compromise for religious and secular assemblies interested in locating within these areas of the city. This option, however, does not fully carry out the city's intended economic goals related to its C and LI zoning districts and therefore may hinder the city's general planning objectives and opportunities for economic growth and prosperity. Option 3: Option three suggests allowing all assembly use (religious and non -religious) within the C zoning district and eliminating all `assembly' use from the LI district. This option would provide a reasonable alternative to applicants seeking places for assembly within the city and work to treat assemblies equally within the specific zoning districts. This option would also fully preserve the LI district as an area of the city devoted specifically to industry -oriented development and economic growth, and thus meet the city's general planning goals. D. Recommendations. The study recommends pursuing Option 3. This option would recommend that the City Council amend the Zoning Ordinance in a manner that balances the city's economic May 25, 2012 Page 5 development and job growth interests with the interest of groups in establishing places of secular and religious assembly. Furthermore, the study recommends: • Allowing all types of assemblies — religious and non -religious — to exist within the commercial zoning district. • Excluding all types of assemblies — religious and non -religious — from the light industrial zoning district. • Clarifying the definition of `assembly' to include both religious and non -religious assemblies. POTENTIAL ACTION 1. Recommend Accepting the Study Findings and Adopt Option 3. hi the event the City Council agrees with accepting the study findings and pursuing Option 3, the City Council may refer to Exhibit B, and may modify the draft resolution for approval. 2. Recommend Accepting the Study Findings and Adopt Option 1 or Option 2. In the event the City Council agrees with accepting the study findings and pursuing Option 1 or Option 2, it should clearly state its reasons for its recommendation. 3. Recommend Rejecting the Study Findings. In the event the City Council disagrees with study findings and wishes to reject them, it should clearly state its reasons for its recommendation. ATTACHMENTS Exhibit A: Study on the regulation of assemblies, meeting lodges and convention halls Exhibit B: Draft Resolution F&7 28 THIS PAGE LEFT INTENTIONALLY BLANK 29 EXHIBT A A STUDY FOR THE PURPOSE OF CONSIDERING AMENDMENTS TO THE CITY ZONING CODE REGARDING THE REGULATION OF ASSEMBLIES, MEETING LODGES, AND CONVENTION HALLS Conducted By THE CITY STAFF OF THE CITY OF SAINT ANTHONY VILLAGE, MINNESOTA May 2012 30 TABLE OF CONTENTS 1.0 EXECUTIVE SUMMARY 2.0 PURPOSEOFSTUDY................................................................................... 3.0 ANALYSIS OF CITY OF SAINT ANTHONY VILLAGE ZONING CODE 3.1 CITY OF SAINT' AN'LIiONY VILLAGE ZONING CODE: INTENT, PURPOSE, AND INTERPRi TATION ..................3 3.2 CI"1'Y OP SAINT' AN'I'IIONY VILLAGE-' ZONING DIS'I'RICI'S.............................................................................4 3.3 ANALYSIS 01; COMMERCIAL ZONING DISI'RIC............................................................................................7 3.4 ANALYSIS OP LIGHT INDUSTRIAL ZONING DISTRIC'T...................................................................................7 3.5 INITRPRE"1'ATION OF ZONING CODE LANGUAGE PERTAINING TO "CHURCHES" OR "ASSEMBLIES".............8 3.6 MAP: CITY OF SAINT ANTHONY VILLAGE ZONING DIS"1'RICIS................................................................. 10 3.7 TABLE: CI"TY OP SAINT ANTI-IONY VILLAGE ZONING DIS'TRICIS (ACREAGI: AND PERCI N"IAGI OF TOTAL LANDUSE) . .... ..................... .............................. .......... -..... .... ..... ....................... ..................................................... I 1 4.0 13ACKGROUND INFORMATION.............................................................................................................11 4.1 RECGN'T APPLICA'TIGNS POR RELIGIOUS ASSEMBLY USF' IN LIGIiT INDUSTRIAL ZONING DIS"TRIC'1..... ....- 11 4.2 RESOLUTION ADOPTING STUDY................................................................................................................ 13 4.3 IN TRIM ORDINANCE, (MORA'TORIIIM)...................................................................................................... 13 5.0 LEGAL FRAMEWORK...............................................................................................................................13 6.0 POSSIBLE OPTIONS FOR TILE CITY.....................................................................................................14 6.1 OPTION III: CHANGE. TERMS OR CLARIFY DFTINI'HONS.......................................................................... 14 6.2 OPTION I#2: ALLOW POR ALL RI?LIGIOUS AND NON -RELIGIOUS ASSGMI3LIIS IN LIGIi'T INDUS"I'RIAL AND COMMERCIAL ZONING DIS '1'RIC'I'S BUT LIMIT, riii- SIZE OR SCGPE 017'TI3E USI'i....................................................... 20 6.3 OPTION I13: ALLOW ALL "ASSEMBLY" UST: WI"PIiIN COMMERCIAL ZONING DIS"IRIC'T; GLI MIN XTE ALL "ASSEMBLY" USG (I.i ., 12ELIGIOUS AND NON-RELI(iIOUS) PROM LIGiI"I' INDUSTRIAL ZONING DIS"TR IC I ............... 22 7.0 NONCONFORMING USES........................................................................................................................24 7.1 MINNESOTA Sl'ATu LAW: NONCONFORMING USES................................................................................... 24 7.2 SAINT ANTHONY ZONING CODE: NONCONFORMING USES...--................................................................ 25 7.3 NONCONFORMING USI: ANALYSIS............................................................................................................ 25 8.0 CONCLUSION .............................................................................................................................................25 -i- S1UDY OF ASSL1,41i LIES, AFE ENG LODGES, AND CON VGN'I [ON HALLS CITY OF SAINT ANTHONY VI LLAGE 31 1.0 EXECUTIVE SUMMARY The City of Saint Anthony Village, Minnesota (the "City") is divided into nine zoning districts. Five of the zoning districts are residential districts, one is a commercial district, one is a light industrial district, one is a planned use development ("PUD") district, and one is a recreation/open space district. The PUD zoning district consists of both residential and commercial use. All of the zoning districts together comprise 1,231.53 total acres of land. The commercial and light industrial zoning districts are limited in size in relation to the City's land area as a whole. However, these districts represent the primary job creating and non- residential tax base portions of the City. Approximately 6.04 percent of the City's total land is devoted to commercial use. The commercial zoning district itself comprises approximately 2.43 percent of the City's land area, and approximately 2/3 of the PUD district is also devoted to commercial use, which increases the total commercial land use in the City to 6.04 percent. Approximately 4.99 percent of the City's total land is devoted to light industrial use, all of it exclusively located within the light industrial zoning district itself. Because the City has little of its space devoted to, and available for, commercial or light industrial use, it is important that the City properly determines what types of permitted or conditional uses may exist within these valuable zoning districts. The City has recently received two separate applications for conditional use permits ("CUP") for the use of religious assembly within the light industrial zoning district. The City Council denied the first of these applications in October 2011 based on its belief that a place of worship generally does not belong within a light industrial zoning district according to the zoning district's intended uses related to economic development and job growth. The City received another such application in February 2012 that is similar in many regards (i.e., the applicant desires to convert a business center within the light industrial zoning district into a place of religious assembly). On March 13, 2012, the City adopted an interim ordinance as authorized by Minnesota Statutes section 462.355(4). This interim ordinance would generally be effective for one year, but the City Council is scheduled to act on this particular interim ordinance by June 12, 2012, the same date on which a decision regarding the pending CUP application would have to be made under Minnesota Statutes section 15.99. The ordinance places a moratorium on CUPs for places of assembly within light industrial or commercial zoning districts until the City conducts a study to interpret certain language pertaining to "assemblies, meeting lodges, and convention halls" within the City's Zoning Code and to determine whether it is necessary to amend the Zoning Code to clarify its intended meaning (the "Moratorium"). Because of the City's recent interest from applicants in using property within the light industrial zoning district for purposes of "religious assembly," and the lack of uncertainty within the City's Zoning Code and under federal law related to whether any type of assembly may exist within the City's light industrial zoning district, the City felt the need to impose the Moratorium and conduct this study (the "Study"). -1- S'IGDY GP ASSEMHIJCS, MEETING LODGES, AND CONVENTION BALLS CITY OP SAINT ANTHONY VILLAGE 32 The goals of the Study are as follows: ➢ Determine the City's intended meaning of "assembly" within the Zoning Code; ➢ Determine whether the City intended religious assemblies to exist as conditional uses within commercial and light industrial zoning districts; ➢ Ensure that any amendments to the City 'Zoning Code do not conflict with the City's intent in planning for property use within its commercial and light industrial zoning districts; ➢ Ensure that, if amended, the Zoning Code is improved in regards to consistency and clarity with respect to the use of "assemblies"; ➢ Ensure that the Zoning Code is consistent with federal law; and ➢ Respect the current applicant's interests in receiving a reasonable and timely decision regarding the pending application. The Zoning Code exists in Chapter 152 of the City Code. It contains an "intent and purpose" and defines and describes nine separate zoning districts in which certain uses may occur as "permitted uses" or "conditional uses." Each zoning district has a stated purpose as contemplated by the underlying planning goals of the City. "Churches, synagogues, and temples" are allowed within certain residential districts. "Assemblies, meeting lodges, and convention halls" are allowed within commercial and light industrial districts. These distinct terms have distinct and separate intended meanings. The Zoning Code arguably prohibits places of worship within non-residential districts because the use of a religious assembly does not fit the type of assembly use allowed within the Zoning Code. To increase clarity and consistency on valuable industrial and commercial uses within the Zoning Code, the City Council should amend the Zoning Code. The City should do so in a manner that conforms to the original intent of the City's zoning plan. This is possible by taking one of the approaches suggested within this Study. This Study describes three potential options for the City in amending its Zoning Code: • Option #1 suggests clarifying or defining terms related to "assembly" and "church" use under the Zoning Code. This option would solve problems concerning clarity and consistency but may not, by itself, create a sufficient distinction between the two terms. Option 92 suggests allowing all types of assembly use within light industrial and commercial zoning districts while simultaneously amending the Zoning Code to clarify the associated definitions or terms. This option additionally would establish limitations on assembly use related to the size or scope of the use. This option would help maintain the economic and development goals associated with the light industrial and commercial zoning districts but allow for a compromise for religious and secular assemblies interested in locating within these areas of the City. • Option #3 suggests allowing all assembly use (i.e., religious and non -religious) within the commercial zoning district and eliminating all "assembly" use from the light industrial zoning district. This option would provide a reasonable alternative to -2- SNDY OP ASSGMI3LIBS, MG6'fING LODGLS, AND CONVQN'I ]ON I-IALLS 0'I'Y OF SAM ANTI TONY VI LLAGI? 33 applicants seeking places for assembly within the City and work to treat assemblies equally within the specific zoning districts. This option would also fully preserve the limited land within the light industrial zoning district as an area of the City devoted specifically to industry -oriented development, job creation, and economic growth, and thus meet the City's general planning goals. Overall, Option #3 seems to represent the most appropriate course of action for the City. The complete Study, including the basis for this final recommendation, follows in the sections below. 2.0 PURPOSE OF STUDY The goals of the Study are as follows: ➢ Determine the City's intended meaning of "assembly" within the Zoning Code; ➢ Determine whether the City intended religious assemblies to exist as conditional uses within commercial and light industrial zoning districts; ➢ Ensure that any amendments to the City 'Zoning Code do not conflict with the City's intent in planning for property use within its commercial and light industrial zoning districts; ➢ Ensure that, if amended, the Zoning Code is improved in regards to consistency and clarity with respect to the use of "assemblies"; ➢ Ensure that the Zoning Code is consistent with federal law; and ➢ Respect the current applicant's interests in receiving a reasonable and timely decision regarding the pending application. 3.0 ANALYSIS OF CITY OF SAINT ANTHONY VILLAGE ZONING CODE This section provides general information regarding the Zoning Code, the particular zoning districts regulated within the Zoning Code, and the reasonable interpretation of Zoning Code language pertaining to "assemblies, meeting lodges, or convention halls." A map showing the general zoning districts of the City is included in Section 3.6. 3.1 City of Saint Anthony Village Zoning Code: Intent, Purpose, and Interpretation The City's Zoning Code is located in Chapter 152 of the City Code. In interpreting and applying the Zoning Code to zoning decisions, the City considers the intent and purposes of the Zoning Code. City Code § 152.004. The general intent of the 'Zoning Code is "to protect the health, safety, and general welfare of the city and its people through the establishment of minimum regulations governing land development and use." City Code § 152.002. -3- S I L1DY OI' ASSBM131,IES, ML'89'ING LODGGs, AND CON VGN"CION HALLS C1Y OF SAINT AN'I HONY VILLAGE 34 The Zoning Code has nine stated purposes for its establishment: 1) Protect the use districts; 2) Promote orderly development and redevelopment; 3) Provide adequate light, air, and access to property; 4) Prevent congestion in the public streets; 5) Prevent overcrowding of land and undue concentration of structures by regulating land, buildings, yards, and densities; 6) Provide for compatibility of different land uses; 7) Provide for administration and amendment of the zoning code; 8) Prescribe penalties for violations; and 9) Define the powers and duties of the city staff, the Board of Adjustments and Appeals, the Planning Commission, and the City Council in relation to the zoning code. City Code § 152.002. "If a use is not specifically permitted, permitted by conditional use permit, or prohibited, the use will be considered prohibited." City Code § 152.006. 3.2 City of Saint Anthony Village Zoning Districts The City is divided into nine zoning districts (five residential, one commercial, one light industrial, one PUD, and one recreation/open space). The residential zoning districts together occupy the majority of the City, and the commercial and light industrial zoning districts occupy a small percentage of the City. Approximately 53.2 percent of the City is devoted to residential use. The five residential zoning districts by themselves amount to 51.4 percent of the City's land, and approximately 1/3 of the PUD district is also devoted to residential use, which increases the total residential land use in the City to 53.2 percent. • Approximately 6.04 percent of the City is devoted to commercial use. The commercial zoning district itself comprises approximately 2.43 percent of the City's land, and approximately 2/3 of the PUD district is also devoted to commercial use, which increases the total commercial land use in the City to 6.04 percent. • Approximately 4.99 percent of the City is devoted to light industrial use, all of it exclusively located within the City's light industrial zoning district. • Section 3.7 provides a table of data showing the acreage and percentage of total land use for each of the City's zoning districts. Because the City has little of its space devoted to, and available for, commercial or light industrial use, it is important that the City properly determines what types of permitted or conditional uses may exist within these valuable zoning districts. -4- STUDY GP ASs[Nii LuNs, MEETING LODGES, AND CONVENTION I-IALLS CI'I Y OF SAINT ANTHONY VI LLAGE 35 The zoning districts allow for permitted uses and conditional uses. A permitted use is "[a] use expressly authorized by the zoning code for a particular district or districts." City Code § 152.008 (Zoning Code definitions section). A conditional use is "[a] use which is not classified as a permitted use but which may be permitted subject to conditions imposed by the City Council." Id. Each zoning district has a specifically stated purpose. Besides having different planning goals and intentions, the zoning districts also differ in their allowance of certain types of religious or secular "assemblies." The purposes and differences pertaining to allowed uses for religious assemblies for the zoning districts are listed below: R -I Single -Family District Purpose: "to create and maintain areas which due to the natural amenities of the land, low traffic volumes, and historical development patterns are best suited for single-family detached residences." City Code § 152.035. The R-1 District allows for a permitted conditional use of "Churches, temples, or synagogues and their supporting homes, convents, or rectories." City Code § 152.037. The building -to -land ratio for this use may not exceed 35%. See id. § 152.039(1)(3). R -IA Single -Family Lakeshore District Propose: "to create and maintain lakeshore areas for single-family detached residences which, due to the natural amenity of the lake, and the topographic characteristics, call for zoning regulations which are somewhat different from other single-family districts and which are designed for the preservation of natural areas." City Code § 152.050. The R-1 A District does not allow for any type of use for places of worship or for any type of secular assembly use. R-2 Two -Family District Purpose: "to provide areas which are best suited for a higher density than single-family dwellings, and which may serve as a transitional use between R-1 or R-lA Districts and other districts." City Code § 152.065. The R-2 District allows for the same permitted conditional uses as those allowed within the R -I District. This includes "Churches, temples, or synagogues and their supporting homes, convents, or rectories." City Code § 152.067 (citing id. § 152.037). R-3 Townhouse District Purpose: "to provide areas where the natural amenities such as trees, hills and bodies of water are preserved by encouraging development of medium density housing surrounded by -5- S'fUDY oI' ASSIiMIi LOS, MEE IING LODGES, AND CON V17N I ]ON I-IAI.LS 01Y OF SAIM ANTHONY VILLAGE 36 common open space, which may serve as a transitional use between less dense residential districts and other districts, and which provide for alternatives to 1- and 2 -family detached dwellings." City Code § 152.085. The R-3 District allows for the permitted conditional uses of "Churches, temples, or synagogues and their supporting homes, convents, or rectories" by reference to the allowed uses in the R-1 and R-2 Districts. See City Code § 152.087. R-4 Multiple -Family District Purpose: "to provide areas for housing other than 1- and 2 -family dwellings and townhouses, and which may serve as a transitional use between less dense residential uses and nonresidential uses." City Code § 152.100. The R-4 District allows for the permitted conditional uses of "Churches, temples, or synagogues and their supporting homes, convents, or rectories" by reference to the allowed uses in the R-1, R-2, and R-3 Districts. See City Code § 152.102. C General Commercial District Purpose: "to provide areas for retail sales and services located and regulated so as to minimize adverse effects on neighboring residential districts and congestion of public streets." City Code § 152.120. The C District allows for the permitted conditional use of "Assembly, lodge or convention halls." City Code § 152.122. The C District does not specifically permit places of worship, churches, or religious assembly of any kind. LI Light Industrial District Propose: "to designate areas for, and regulate the development of, light industry. Areas are designated as light industrial due to the proximity of high capacity roadways or rail facilities and existing development, and regulated to enhance the compatibility of light industrial uses and uses within the commercial and residential districts." City Code § 152.140. The LI District allows for the permitted conditional use of "Assembly, meeting lodge, or convention halls." City Code § 152.142. The LI District does not specifically permit places of worship, churches, or religious assembly of any kind. RIO Recreational/Open Space District Purpose: "to regulate development in those areas which have significant natural amenities such as trees, terrain, and water resources, and to regulate development for recreational purposes in areas which have significant public or private recreational potential." City Code § 152.155. -6- SrunY oMssismi3uiss, WTI ING LODGES, AND CONVENTION I JAI -1,S CITY OI' SAINT ANTHONY VILLAGE 37 The R/O District does not allow for any type of use for places of worship or for any type of secular assembly use. PUD Planned Unit Development District A PUD is "[a] zoning district and development plan which may include single or mixed uses, and 1 or more lots or parcels, and which is intended to create a more flexible, creative, and efficient approach to the use of land." City Code § 152.201. Allowed uses within a PUD typically may include only uses "generally considered associated with the general land use category shown for the area on the official Comprehensive Land Use Plan." City Code § 152.203. The PUD District would allow for certain types of assembly, depending on the land use category for the area as articulated within the City's Comprehensive Land Use Plan. Approximately 2/3 of the PUD District is currently zoned for commercial use, while the other 1/3 is zoned for residential use. 3.3 Analysis of Commercial Zoning District The purpose of the City's commercial zoning district is "to provide areas for retail sales and services located and regulated so as to minimize adverse effects on neighboring residential districts and congestion of public streets." City Code § 152.120. The types of uses allowed within this district are uses associated with business and commerce. Section 152.121 of the Zoning Code lists over 70 permitted uses which exemplify types of businesses or establishments engaging in or supporting commerce. Examples include a wide variety of retail stores (e.g., appliance stores, clothing stores, jewelry stores, toy stores) and retail service establishments (e.g., attorneys, bakeries, employment agency offices, health professional offices, postal substations, veterinary clinics). Section 152.122 of the Zoning Code lists 25 permitted conditional uses, which also are businesses or establishments engaging in or supporting commerce. Examples include bus stations, car washes, gasoline stations, motels, bowling alleys, and specific types of laboratories for medical research and testing that provide services to health care providers. Overall, the commercial zoning district occupies a small portion of the City. Areas of the City zoned "commercial" primarily exist along Silver Lake Road in the northern part of the City and along Kenzie Terrace in the southwest part of the City. Some commercial areas also exist on the western boundary of the City south of 33rd Avenue Northeast., along 37th Avenue Northeast adjacent to the Soo Line Railroad tracks, and north of 39th Avenue Northeast. 3.4 Analysis of Light Industrial Zoning District The purpose of the City's light industrial zoning district is "to designate areas for, and regulate the development of, light industry. Areas are designated as light industrial due to the proximity of high capacity roadways or rail facilities and existing development, and regulated to -7- S'NDY OF ASSEMBLIES, MEE rJNG LODGES, AND CON VEN'[ ION nAL,LS 0TY OF SAIN f AN) TONY VILLAGE 38 enhance the compatibility of light industrial uses and uses within the commercial and residential districts." City Code § 152.140. Section 151.141 of the Zoning Code lists nine types of permitted uses, which include many specific examples of uses devoted to light industry. Examples include manufacturing industries; warehouses, wholesalers, or distributors of products; and offices devoted specifically for administrative purposes, non -retail businesses, or certain types of contractors. Other permitted uses include automotive service and repair and cleaning, laundering, and dry cleaning facilities. Section 152.142 of the Zoning Code lists nine types of permitted conditional uses, which also are uses exemplifying or directly supporting light industry. Examples include drug, cosmetic, pharmaceutical, and toiletries manufacture; enameling, painting, varnishing, lacquering, and japanning; freight terminals; and meat packing that does not include animal slaughtering. Overall, the light industrial zoning district occupies a small portion of the City. Little available space for light industrial use exists because of the limited amount of railways and high capacity roadways. Areas of the City zoned "light industrial" primarily exist within two specific areas: 1) along or near the Soo Line railroad in the northern part of the City and 2) north of the Northern Pacific Railway in the southeast part of the City, including areas along U.S. Highway 88 and County Road C. 3.5 Interpretation of Zoning Code Language Pertainin, to "Churches" or "Assemblies" The Zoning Code does not define churches, temples or synagogues, nor does it define assembly, meeting lodge, or convention halls. The Zoning Code specifically allows for churches, temples, or synagogues within certain residential zoning districts. The Zoning Code specifically allows for assemblies, meeting lodges, or convention halls within the commercial and light industrial zoning districts. This Study finds that a difference exists between the City's intended meaning of "churches, temples or synagogues" and "assemblies, lodges, or convention halls." A reasonable interpretation of `churches, temples or synagogues" is that this term suggests a place of worship (or "religious" assembly) generally. This language does not exclude any specific religion; denomination; or religious, spiritual, or philosophical viewpoint. Instead, this provision is inclusive of diverse types of worship and allows for such uses within the residential districts of the City. A reasonable interpretation of "assemblies, meeting lodges, or convention halls" is that this term suggests a place of secular assembly with a commercial or industrial purpose. Examples might include certain membership organizations affiliated with business or industry located within the commercial or light industrial zoning districts of the City. This language does not exclude any type of secular assembly. However, this provision excludes "religious assembly" or places of worship because "churches, temples, or synagogues" are specifically listed as a separate and distinct use. -8- SR1DY OP ASSEm uNs, MEN IING LODGES, AND CONVENTION I-IALLS CITY OF SAINT ANTHONY VILLAGE, 39 A slight difference exists between the "assembly" language within the commercial and light industrial zoning districts—commercial districts allow for conditional uses of "lodges" while industrial districts allow for conditional uses of "meeting lodges." These two terms share the same meaning. There is no evidence that the City intended any difference between the commercial and light industrial zoning districts in regard to "assemblies" under a plain reading of the 'boning Code. Overall, "churches, temples, or synagogues" constitute separate types of uses from "assemblies, lodges, or convention halls." This is especially apparent when assessing the specific purposes for each zoning district. In general, places of worship align better with certain residential districts, while places of secular assembly align better with commercial or industrial districts. This makes sense in the context of economic development, as industrial districts, for example, are generally areas in which a city should expect to create opportunities for jobs and economic growth. Places of secular assembly, such as meeting lodges for certain business or industrial organizations or union groups, naturally align to the commercial and industrial districts. Residential districts, on the other hand, are places in which people can engage in personal or social activities outside of work. Places of worship naturally align with residential districts. Because the City has little of its space devoted to or available for commercial or light industrial use, it is important that the City properly determines what types of assembly, if any, may exist within these zoning districts. The City has devoted most of its land to residential use, which besides areas bordering Silver Lake, allows for places of religious assembly. The limited areas that the City has devoted to commercial and light industrial use, and that are available for such uses given the City's development patterns and transportation infrastructure access, suggest that the City should consider closely whether to expand the types of uses within these districts. The City is interested in promoting economic development and job growth and has devoted two specific zoning districts to those planning goals. The current fragile state of the economy— especially in the state of Minnesota—makes it even more crucial for the City Council to make sound zoning decisions based on what is the best available option for the future of the City as a whole given the City's fully developed nature. Therefore, as a general rule, the City Code as it stands should not permit CUPs for places of worship in commercial or industrial districts but allow them for R-1, R-2, R-3, and R-4 residential districts. Conversely, the City Code should not permit CUPs for places of secular assembly in all residential districts but allow as conditional uses for such uses within commercial and industrial districts so long as those uses support the planning goals of the respective zoning districts. -9- Si my OI' AsswBWGS, ME171 ING LODGES, AND CGNVRNHON HNJ S CITY OF SAM AN"[ I TONY V ILLAGH 3.6 MAP: City of Saint Anthony Village Zoning istricts -10- STUDY OF ASSEMBLIES, MEETING L©DOES, AND CONVENTION HALLS CITY OF SAINT ANTHONY VILLAGE 41 3.7 TABLE: City of Saint Anthony illage Zoning Districts (Acreage and Percentage of Total Land Use). City of Saint Anthony Village Zoning Districts Acreage and Percentage of Total Land Use Zoning District Acreage Percentage R1— Single Family Residential 503.81 40.91% R1A — Single Family Residential 32.04 2.60% R2 — Two Family Residential 1.5.90 1.29% R3 — Townhomes 25.19 2.05% R4 — Multiple Dwellings 56.41 4.58% Total Residential Rl, RIA, R2, R3, R4 632.95 51.40% Total Residential Above + PUD -Residential 655.19 53.20% L1— Light industrial 161.50 1 4.99% C — Commercial 29.90 12.43% Total Commercial (Above + PUD -Commercial) 174.39 16.04% PUD — Planned Unit Development 66.73 5.420/to PUD — commercial usea rox. 44.49 3.61 % PUD — residential use a rox. 22.24 1.81% R/OS — Recreation/Open Space 440.05 135.73% TOTAL 1231.53 1100.00% 4.0 BACKGROUND INFORMATION It is important to understand the current context within which this Study operates. This Study therefore provides background information regarding two recent applications for the use of religious assembly within the City's light industrial zoning district, as well as a general description of the Moratorium and the Resolution that authorized this Study. 4.1 Recent Applications for Religious Assembly Use in Light Industrial Zoning District Mountain of Fire Miracle Ministry of Minnesota -- Denied CUP Application (Oct. 2011) On October 25, 2011, the City Council voted 4 to 1 to deny an application for a CUP for the use of the Northgate Business Center as a place of assembly for members of the Mountain of Fire Miracles Ministry, a Christian denomination based in Houston, Texas ("Mountain of Fire"). -11- STUDY OF ASSEMBLIES, MEETING LODGES, AND CONVENTION HALLS CITY OF SAINT ANTHONY VILLAGE 42 The building was to be used mostly on Sundays and some weeknights at times that would not impact surrounding properties because they were not generally open for business on those days and times. The Planning Commission recommended approval of the application, and the pastor of Mountain of Fire secured agreements with neighbors of Northgate Business Center regarding potential overflow parking. At its October 25 meeting, besides raising general questions about parking and the building sprinklers, the City Council had more significant concerns about the potential growth of the religious group and its impact on the light industrial zoning district. Specifically, council members stated that they did not believe "a light industrial area is a good place for a church" and that "a residential area would be more appropriate." The underlying concern was based on the state of the economy. Members of the City Council felt that the light industrial zoning district was a district intended to attract jobs and economic growth. Although the space sought by Mountain of Fire was currently vacant, the City Council felt that if the economy improved, an actual light industrial business may desire to occupy the location. Mayor Jerome Faust, in particular, stated that this use would not be a compatible use for future planning. The discussion ended with a denial of the CUP application on a vote of 4 to 1. Only one council member believed that Mountain of Fire's proposed use constituted an "assembly" under the Zoning Code. The other four believed that Mountain of Fire's proposed use did not fit the economic development and general planning goals of the City. Abu-Huraira Islamic Center -- Pending CUP Application (Feb. 2012) On February 14, 2012, Muxamedrashid Ali submitted an application for a CUP to the City seeking a permitted conditional use of an "assembly" under sections 152.142(G) and 152.243 of the City Code (the "Application"). The Application describes the transformation of part of the Saint Anthony Business Center (the `Business Center") into the Abu-Huraira Islamic Center (the "Islamic Center"). The Business Center is located at 3055 Old Highway 8, St. Anthony, MN 55418-2500. The Business Center is located within a light industrial zoning district in-between Old Highway 8 and U.S. Highway 88.1 The Business Center consists of a three-story office building and a south building with a basement. The Business Center comprises approximately 103,460 square feet of space. A parking lot with 92 parking spaces is adjacent to the south building of the Business Center, with another 237 parking spaces located adjacent to the three -storied building, for a total of 329 parking spaces. The Business Center was formerly occupied by Medtronic 1 The map depicting the "Pattern of Existing Land Use" for 2006 in Figure 2-1 (page 2-3) of the City's 2008 Comprehensive Plan incorrectly lists the lot on which the Business Center is located as `commercial retail" use. However, the use that existed at the time of the 2006 survey was an office building and not a business "providing retail trade or services for individuals or businesses" Page 2-16 of the Comprehensive Plan denotes that "office buildings" correspond to the light industrial zoning district. The zoning map included with the Comprehensive Plan correctly depicts the Business Center as existing within the light industrial zoning district. Bill Weber, consultant for the 2008 Comprehensive Plan, confirmed with the City that the land use map on page 2-3 is incorrect and the use should have been marked "light industrial." The Business Center's current use continues to be for an office building. The City should ensure that all uses are depicted accurately at the next update of the Comprehensive Plan and might consider revising the current version to include the correct information prior to the next update. -12- S ruuY Or ASs1iMULIBS, MEETING LODGES, AND CONVENTION HAIA'S CITY OF sAINIAN'HIONY VILLAGE 43 Inc., a large medical technology company with headquarters in the Twin Cities. The Business Center is now rented to a number of tenants from a variety of industries as office space. The Islamic Center has advised the City that it has a purchase agreement for the Business Center and desires to occupy the lower level of the Business Center's south building. The remainder of the Business Center is proposed to continue to run as `office tenant space" and otherwise not change its character or occupancy use. Certain tenants in the Business Center have leases that do not expire until 2015. The Islamic Center would not displace the Business Center's current tenants, and the applicant, through his attorney, has stated that the only portion of the building that will be tax-exempt will be the area covered by the CUP for the "assembly" use. The applicant does not intend to expand the Business Center or otherwise make improvements besides minor improvements to improve access for persons with disabilities and to ensure that the sprinkler system is legally compliant. The Islamic Center will be used for religious, cultural, and educational purposes. The Islamic Center will be a place of worship, with certain religious ceremonies, such as prayer hours, conducted every day. Special worship ceremonies will occur during Ramadan. The Islamic Center will also be used for other types of cultural, educational, and religious activities. 4.2 Resolution Adopting Study On March 13, 2012, the City Council adopted a resolution authorizing a study regarding regulation of assemblies, meeting lodges, and convention halls within commercial and light industrial zoning districts (the "Resolution"). The Study is to be undertaken by the City staff in conjunction with the Planning Commission for the purpose of considering amendments to the Zoning Code regarding the regulation of assemblies, meeting lodges, and convention halls. 4.3 Interim Ordinance (Moratorium) On March 13, 2012, the City Council approved an interim ordinance imposing a moratorium on the issuance of CUPs for assemblies, meeting lodges, or convention halls within commercial and light industrial zoning districts (the "Moratorium"). The Moratorium would generally be effective for one year, but the City Council is scheduled to act on this particular Moratorium by June 12, 2012 to coincide with the timeline for the City to make its land use decision under Minnesota Statutes section 15.99. 5.0 LEGAL FRAMEWORK As with all actions taken by the City, the City should consider the legal authority and framework for the enactment of its ordinances. The City has been granted land use planning authority by the Minnesota Legislature for a number of purposes, including "to promote the "public health, safety, and general welfare." Minn. Stat. § 462.351. Minnesota Statutes section 462.351 acknowledges the necessity of wise planning decisions: "Municipal planning will assist in developing lands more wisely to serve citizens more effectively, will make the provision of public services less costly, and will achieve a more secure tax base." Section 473.851 likewise -13- $'rODY OI' ASSP_MBLIES, MEETING LODGES, AND CONVENTION HALLS CITY Of $AIN'TANTHONY VILLAGE 44 articulates that "there is a need for the adoption of coordinated plans, programs and controls by all local governmental units in order to protect the health, safety and welfare of the residents of the metropolitan area and to ensure coordinated, orderly, and economic development." In addition to considering its statutory charges from the Minnesota Legislature, the City must be cognizant of the federal Religious Land Use and Institutionalized Persons Act ("RLUIPA") before deciding how to amend its 'Zoning Code. See 42 U.S.C. § 2000ec. Under RLUIPA, religious institutions must be treated as well as comparable secular institutions. The "Equal Terms" provision of RLUIPA states that a municipality may not treat "a religious assembly or institution on less than equal terms with a nonreligious assembly or institution." 42 U.S.C. § 2000ce(b)(1). RLUIPA is relatively unclear as to how "assembly" should be defined, and it is even more uncertain within the state of Minnesota. In addition to the City's review of its ordinance in relation to appropriate use of its limited industrial and commercial areas, the lack of clarity in the ordinance was one reason for undertaking this Study. Therefore, if the City Council chooses to amend its Zoning Code, besides ensuring that the Zoning Code clearly reflects the intent of the City's zoning plan and best interests of the City as a whole, the City Council should consider whether the amended code is sufficiently clear for purposes of RLUIPA. Section 6.0 of this Study proposes three possible options for the City in accomplishing both of these goals. 6.0 POSSIBLE OPTIONS FOR THE CITY This section lists three possible options for the City to resolve issues surrounding the issuance of CUPs for "assemblies, meeting lodges, or convention halls" within the City's light industrial and commercial zoning districts. Option #3 would be most appropriate in accomplishing the City's goals as stated within Section 2.0 of this Study. However, a combination of these options might also work in maintaining the economic development goals of the City and establishing clarity for purposes of RLUIPA. 6.1 OPTION #1: Change Terms or Clarify Definitions Option #1 suggests clarifying or defining terms related to "assembly" and "church" use under the Zoning Code. This option would solve problems concerning clarity and consistency but may not, by itself, create a sufficient distinction between the two terms. One option the City could pursue is to specifically define the terms "churches, temples, or synagogues" and "assembly, meeting lodges, or convention halls." A number of other Minnesota communities may offer some guidance within their own definitions of such terms. -14- $'1'UDY OP ASSEA9H1.ws, MI'M ING LODGES, AND CONV EN'i'ION IA1.I.S C I'I'Y OP SAM ANTHONY VILLAGE 45 Definition of "Church" in Other Minnesota Communities Several Minnesota communities define the term "church" within their zoning ordinances. A number of communities limit themselves to the word "church" versus religious institution. The following definitions of church are representative of what other communities are using: a. Church/Religious Institution/Place of Worship: A tax-exempt building, together with its accessory buildings and uses commonly associated with religious institutions, where persons regularly assemble and use principally for religious worship and which building, together with its accessory buildings and common religious uses, is maintained and controlled by a religious body organized to sustain public worship. (St. Charles) b. Religious Institution: A building or campus in which worship, ceremonies, rituals and education pertaining to a particular system of beliefs are held. Convents, rectories, and the like, may be considered as part of a religious institution campus if located on the same parcel. (Brooklyn Park) c. Church: A building, together with its accessory buildings and uses, where persons regularly assemble for religious worship and which building, together with its accessory buildings and uses, is maintained and controlled by a religious body organized to sustain public worship. (Lake Elmo) d. Church or Synagogue: Includes the following: church, synagogue, rectory, parish house or similar building incidental to the particular use which is maintained and operated by an organized group of people for religious purposes. (Midway) e. Church: A building or use of land in which persons regularly assemble for religious worship and which shall be maintained and controlled by a religious body organized to promote religious worship. (Greenfield) f. Church: A building or edifice consecrated to religious worship, where people join together in some form of public worship under the aegis and direction of a person who is authorized under the laws of the State of Minnesota to solemnize marriages. Camp meeting grounds, mikvahs, coffee houses, recreational complexes, retreat houses, sleeping quarters for persons during spiritual retreats extending for periods of more than one day, Bible camps with live-in quarters, ritual slaughter houses, radio or television towers and transmission facilities, theological seminaries, day care centers, hospitals and drug treatment centers are not churches. A church as defined above may include living quarters for persons employed on the premises of the church. (Lonsdale) 15- S"1'UDY OP ASS9MOLIES, MEETING LODGES, AND CONV ENTION HALLS C11'Y OP SAINT AN'I HONY V ILLAGE 46 g. Church: A building, together with its accessory buildings and use; where persons regularly assemble for religious purposes and which building, together with its accessory buildings and uses, is maintained and controlled by a religious body organized to sustain religious ceremonies and purposes. (Wayzata) h. Church or religious institution means a building, together with its accessory buildings and uses, where persons regularly assemble for religious worship and which building, together with its accessory buildings and uses, is maintained and controlled by a religious body organized to sustain public worship, including, but not limited to, churches, chapels, temples and synagogues. (Maple Grove) Church - A building, together with its accessory buildings and uses, where persons regularly assemble for religious worship and which building, together with its accessory buildings and uses, is maintained and controlled by a religious body organized to sustain public worship. (Medina) j. Church or place of religious worship: an institution that people regularly attend to participate in or hold religious services, meetings and other activities. The term "church" shall not carry secular connotation and shall include buildings in which religious services of any denomination are held. (Hopkins) k. Church means a building, together with its accessory buildings and uses, where people regularly assemble for religious worship and which building, for a religious body is organized to sustain public worship that maintains and controls the building, together with its accessory buildings and uses. (Woodbury) Church means a building or edifice consecrated to religious worship, where people join together in some form of public worship under the aegis and direction of a person who is authorized under the laws of the State of Minnesota to solemnize marriages. A church may include living quarters for persons employed on the premises and classroom facilities. The following are not considered as churches: camp meeting grounds, mikvahs, coffee houses, recreational complexes, retreat homes, sleeping quarters for retreatants during spiritual retreats extending for periods of more than one day. Bible camps with live-in quarters, publishing establishments, ritual slaughterhouses, radio or television towers and transmission facilities, theological seminaries, day care centers, hospitals, and drug treatment centers are not churches. (Chanhassen) Definition of "Assembly" in Other Minnesota Communities No other Minnesota city ordinances were identified that define the word "assembly," as used in the City of Saint Anthony Village's Zoning Code. Most ordinances define assemblies for large gatherings of people held for entertainment and other special events and activities. A number of ordinances define "clubs." Based on the associated uses with assembly as listed in the Zoning Code (i.e., lodge or convention hall), and as discussed previously, it is likely that the -16- STUDY OF ASSEMBLIES, MEETING LODGES, AND CONVENTION 11ALLS Ci I Y OP SAINT ANTHONY VILLAGE 47 City's intent for the term "assembly" was akin to a union hall or club use. The following definitions of "club" are representative of how other communities use this term: a. Club or Lodge, Private: An association of persons who are bona fide members paying annual dues, which owns, hires or leases the building, property or a portion thereof, the use of the premises being restricted to members and their guests. It shall be permissible to serve food and meals on the premises, provided adequate facilities are available. (Lonsdale) b. Club: A non-profit association of persons who are bona fide members, paying regular dues, and are organized for some common purpose, but not including a group organized solely or primarily to render a service customarily carried on as a commercial enterprise. (Austin) c. Club or Lodge: A non-profit association of persons who are bona fide members paying annual dues, use of premises and/or buildings being restricted to members and their guests. (New London) d. Club: Any corporation duly organized under the laws of Minnesota for civic, fraternal, social or business purposes, or for intellectual improvement or for the promotion of sports or a congressionally chartered veterans' organization if it meets all of the following conditions: • It shall have more than 50 members • For more than a year, it shall have owned, hired or leased a building or space in a building of the extent and character as may be suitable and adequate for the reasonable and comfortable accommodation of its members. • Its affairs and management shall be conducted by a board of directors, executive committee, or other similar body chosen by the members at a meeting held for that purpose. • None of its members, officers, agents, or employees shall be paid directly or indirectly any compensation by way of profit from the distribution of sale of beverages to the members of the club, or to its guests, beyond the amount of the reasonable salary or wages as may be fixed and voted each year by the governing body of the club. (Lake Elmo) c. Club: A nonprofit association of persons who are bona fide members paying annual dues, with the use of premises being restricted to members and their guest for receptions, social recreation and other gatherings. (Cannon Falls) - 17 - STUDY OF Assl''.MBI.IES, MEETING LODGES, AND CONVENTION HALLS Cl'I'Y OF SAINT ANTHONY VILLAGE 48 f Club or Lodge: A non-profit association of persons who are bona fide members paying annual dues, use of premises being restricted to members and their guests. It shall be permissible to serve food and meals on the premises, provided adequate dining mom space and kitchen facilities are available. Serving of alcoholic beverages to members and their guests shall be allowed, provided this serving is secondary and incidental to the operation of the dining room for the purpose of serving food and meals, and provided further that the serving of alcoholic beverages is in compliance with the applicable federal, state and municipal laws. (Milaca) g. Club or Lodge: A public or private building in which the members of 1 or more public or private organizations regularly assemble. (Greenfield) h. Club or Lodge: A non-profit association of persons who are bona fide members paying annual dues, with the use of the premises being restricted to members and their guests. (Wayzata) Club and lodge mean a nonprofit association of persons who are bona fide members paying annual dues, use of the premises being restricted to members and their guests. (Maple Grove) Club or lodge. An establishment in which a limited group of people are organized to pursue common social or fraternal goals, interests or activities, and usually characterized by certain membership restrictions, payment of fees or dues, regular meetings and a constitution or bylaws. (Minneapolis) k. Club and Lodge - A public or private building in which the members of one or more public or private organizations regularly assemble. (Medina) Club: A non-profit association of persons who are bona fide members paying annual dues, which owns, hires or leases the building or portion thereof, the use of such premises, being restricted to members and their guests. (Hopkins) m. Club or lodge means a nonprofit association of persons who are bona fide members paying annual dues, use of premises being restricted to members and their guests. It shall be permissible to serve food and meals on such premises providing adequate dining room for the purpose of serving food and meals and providing further that such servicing of alcoholic beverages is in compliance with the applicable federal, state and municipal laws. (Woodbury) Benefits of Clarifying the Definitions • Adding definitions for "church" (the phrase religious institution or place of worship may be more appropriate) and "assembly" (the phrase membership institution may be -18- $TODY OE ASSP,MI3LIES, MEEI'[N(i LODGES, AND CONVENTION r1AI.IS CHH OP $AIN'1ANTHONY VILLAGE 49 more appropriate) would allow the City to distinguish between religious uses and other group meetings and clubs. Religious activities would be limited to the residential districts, and group meetings and clubs would be directed towards business and industrial uses. Clarifying the definitions still allows each of the activities identified in the Zoning Code to continue to be conditional uses. The city is not excluding a particular use from the community as a whole. IN Clarifying the definitions supports the City's intended purposes for the zoning districts that correspond to each use: the promotion of economic development in commercial and industrial districts, and the promotion of personal, family, and social interests within residential districts. Cautions Associated with Clarifying the Definitions • The Zoning Code must be amended in several places, and the City Council must make a decision as to whether to define the terms within the definitions section listed under section 152.008 of the Zoning Code or at the specific section where the term appears within the Zoning Code. ■ The City Council must carefully evaluate and select the definitions it wants to incorporate. Some combination of the definitions and guidance provided above is likely. CONCLUSION: Option W Option #1 would help establish more consistency and certainty under the City Zoning Code. It would also serve to clarify the City's intended purposes within each of its zoning districts and generally provide for a stronger City plan. Clarifying terms or choosing new terms is a good option and perhaps necessary, but this option alone is insufficient to accomplish the overall goals of the City as discussed in Section 2.0. -19- SCUDY OF ASSGM13ui7S, MEETING LODGI3S, ANDCONVEN1 10N IFIALLS CI I Y OP SAINT AN'PHONY VILLAGE 50 6.2 OPTION #2: Allow for All Religious and Non -Religious Assemblies in Light Industrial and Commercial Zoning Districts but Limit the Size or Scone of the Use Option #2 suggests allowing all types of assembly use within light industrial and commercial zoning districts while simultaneously amending the Zoning Code to clarify the associated definitions or terms. This option additionally would establish limitations on assembly use related to the size or scope of the use. This option would help maintain the economic and development goals associated with the light industrial and commercial zoning districts but allow for a compromise for religious and secular assemblies interested in locating within these areas of the City. Option #2 is to allow for all types of "assembly" in the City's light industrial and commercial zoning districts but to limit the size or the scope of the use. This would likely require amending the Zoning Code to determine an appropriate definition or term for "assembly" as discussed under Option #1. Two possibilities are to include a definition of "place of worship" within a general term (e.g., membership institution) or merely group chosen religious and non- religious terms together (e.g., places of worship, meeting lodges, or convention halls). The City should strive for clarity and consistency on top of merely allowing places of worship to obtain uses within its non-residential zoning districts. Limiting the size or scope of the use of "assemblies" within the non-residential districts would accommodate religious and non -religious assembly uses by offering them more opportunities for spaces to occupy within the City. Limiting the size or scope would also support the City's efforts at ensuring that its commercial and light industrial districts continue to foster opportunities for economic growth for the City. Of course, allowing assemblies to exist within either the light industrial or commercial zoning districts may be counterproductive to the City's economic development and planning goals (see Section 6.3). Overall, however, Option #2 works to establish a potential compromise among all stakeholders. One particular challenge in carrying out Option #2 with respect to considering the planning goals of the City and the use of assemblies is determining the specific limitation. It is possible for the City Council to reasonably conclude that an appropriate size limitation would balance competing interests. If the City Council chooses to impose such a limitation, the City Council should develop an appropriate rationale for what the particular limitation would be. For -20- SI'GDY OP ASSGNIBIAES, MEETING LODGES, AND CONVCNTION HALLS CITY OP sAIMANTHONY VILLAGI3 51 example, the City Council might consider the City's primary economic and development interests within its particular zoning districts and establish a size limitation for allowed assemblies within a particular zoning district that aligns to those interests. Benefits of Allowing All Assemblies in Non -Residential Districts But Limiting the Size of the Use ■ This option ensures that the commercial zoning and industrial zoning districts remain focused on job growth and economic development pertaining to business and industry. ■ This option represents a compromise between stakeholders, maintaining the City's economic interests to a certain degree while respecting the cultural and community needs of the public. • This option helps establish clarity of terms and treats assemblies equally within all zoning districts of the City. Cautions Associated with Allowing All Assemblies in Non -Residential Districts But Limiting The Size of the Use • This option may create situations where certain current uses of assembly within commercial or light industrial zoning districts no longer comply with the Zoning Code and become valid nonconforming uses (see Section 7.0). • This option may limit the types of assemblies that may exist within the City overall (e.g., if no residential space is available for a larger church, then a larger church may not be able to locate at all within the City). The City therefore must ensure it has a strong, consistent rationale for carrying out this option. • This option will also require amending the Zoning Code with respect to the terms and definitions of "assembly" and/or "place of worship." • It will be important that the City Council limit the size or scope of the use in a way that is not arbitrary. Its chosen limitation must align to its particular planning interests. • This option does not fully carry out the City's intent for establishing a light industrial zoning district devoted exclusively to industry or a commercial zoning district devoted exclusively to commerce, and consequently may hinder the City from accomplishing its overall planning goals related to economic development and growth. -21 - s'I'UDY of ASs FNiBLIGS, MEI I ING LODGPS, AND CONVENT ION HALLS CITY OF SAINTANTHONY VILLAGE 52 CONCLUSION: Option 42 Option #2 is a form of compromise and blends all findings to consider the interests of all potential stakeholders. A limitation in size might be reasonable as long as the City Council develops an appropriate rationale for what that limitation should be. However, the option does not fully carry out the City's intended economic goals related to its commercial and light industrial zoning districts and therefore may hinder the City's general planning objectives and opportunities for economic growth and prosperity. 6.3 OPTION 43: Allow All "Assembly" Use Within Commercial Zoning District; Eliminate All "Assembly" Use (i.e. Religious and Non -Religious) from Light Industrial Zoning District Option #3 suggests allowing all assembly use (i.e., religious and non -religious) within the commercial zoning district and eliminating all "assembly" use from the light industrial zoning district. This option would provide a reasonable alternative to applicants seeking places for assembly within the City and work to treat assemblies equally within the specific zoning districts. This option would also fully preserve the light industrial zoning district as an area of the City devoted specifically to industry - oriented development and economic growth, and thus meet the City's general planning goals. Option #3 is to allow all types of assembly—religious and non-religious—within the commercial zoning district and eliminate all types of assembly from the light industrial zoning district. As this option would exclude all assemblies from the light industrial zoning district, this would also exclude places of worship. However, the commercial zoning district would now allow for all types of assembly, including places of worship. This option would practically be accomplished by eliminating the section pertaining to "assembly, meeting lodges, or convention halls" under the light industrial zoning section of the Zoning Code and clarifying or defining the terms that currently exist within the commercial zoning section. Allowing all "assembly" use (religious and non -religious) within the commercial zoning district may not align with the business -oriented objectives of the City's commercial zoning district. However, an "assembly" more likely coincides with a commercial zoning district than with a light industrial district. The City's commercial zoning districts already allow for secular -22- STUDY oP AssFmBi.ms, MI m ING LODGES, AND CONVENTION HALLS CITY OP SHIN "r ANTHONY VILLAGE 53 assemblies by including "assembly, lodge, or convention halls" as a use. Because of the changing nature of places of worship in the contemporary era, a religious assembly would not be out of place in a commercial zoning district. Moreover, although a religious assembly may not fully align with the City's intent, allowing such uses within the commercial zoning district establishes a compromise by creating opportunities for religious assemblies to locate themselves in certain areas of the City in which were previously not available under the Zoning Code. Additionally, the commercial zoning district contains retail establishments which can serve amenities for assembly uses, and the presence of assemblies within the commercial zoning district would likely increase the customer base for some of these businesses, thus serving a function aligned with business and commerce. Eliminating all "assembly" use (religious and non -religious) from the light industrial zoning district closely aligns with the City's economic and planning goals. The light industrial district has a primary purpose of developing economic and job growth through industry use. The City has a very limited supply of land conducive to light industrial use near rail facilities and high capacity roadways. It is this limited supply with which the City must work to create a light industrial economic development area. The limited supply also reinforces the City's intent to exclude non -industrial uses from this district. Although a secular assembly, such as an industrial union hall, might support industry, the presence of assemblies (religious and non -religious) in general is counterproductive to the City's economic development goals and to prudent stewardship of a scarce resource, when other areas of the City may be used for that propose. The City has limited space to establish industrial uses, and considering the current state of the economy, it is important that the City Council reserve its space for industry to protect the future economic growth of the City. Overall, to coincide with eliminating the use of assemblies within the light industrial zoning district, and as a means of providing a reasonable alternative to places of worship and secular assemblies, the City might choose to allow the conditional use of all types of assembly, including places of worship, within the commercial zoning district. This world create opportunities for certain groups to find space in a non-residential zoning district while also maintaining the economic development and planning principles that underlie the presence of industry in the City. This would require the elimination of the "assembly, meeting lodge, or convention halls" language currently existing within section 152.142(G) (pertaining to the industrial zoning district) and an amendment to the section pertaining to "assembly, meeting lodges, or convention halls" to include places of worship within the commercial zoning district. Bent, tts ofAllowing "Assembly" in Commercial and Eliminating "Assembly" in Light Industrial ■ This option ensures that the industrial zoning district remains exclusively focused on economic development and job growth pertaining to industry. • This option best aligns assembly use within the Zoning Code to the zoning districts in which they most properly belong. -23- $TODY OPASSBMI3LIES, MIT IING LODGFS, ANDCONVENTION HALLS CITY OF SAINT AN'111ONY VILLAGE 54 This option offers a reasonable alternative to applicants seeking space for places of worship as it creates opportunities in the commercial zoning district for such religious assemblies. ■ This option treats places of assembly equally throughout the Zoning Code and establishes clarity. Cautions Associated with Allowing "Assembly" in Commercial and Eliminating "Assembly" in Light Industrial This option may create situations where certain current uses of assembly within light industrial zoning districts no longer comply with the Zoning Code and would, therefore, become valid nonconforming uses (see Section 7.0). ■ This option excludes assemblies (religious and non -religious) from potentially desirable space within the light industrial zoning district. ■ This option may hinder the City's intent at fully implementing business -oriented goals of its commercial zoning district. CONCLUSION. Option 113 Option 93 allows the City to continue its economic development goals within its light industrial zoning district while offering a reasonable alternative for all types of assemblies (religious and non -religious) to find space within the commercial zoning district. Option 43 may not fully implement the City's intended business -oriented goals of the commercial zoning district, but the presence of assemblies in the commercial zoning district does not seem to counteract City planning and economic development goals as much as allowing assembly use within the light industrial zoning district would do. Option #3 is recommended as the appropriate course of action for the City. 7.0 NONCONFORMING USES If the City chooses to amend its Zoning Code, certain uses that currently exist within a zoning district that were previously compliant under the law may no longer comply with the Zoning Code as amended. There is a question as to what happens to these uses practically and legally. Overall, these uses will continue to exist under the law of nonconforming use as indicated by Minnesota State Law and the City Zoning Code itself. 7.1 Minnesota State Law: Nonconforming Uses Minnesota Statutes section 462.357 discusses nonconforming uses in the context of municipal law: "Except as otherwise provided by law, any nonconformity, including the lawful use or occupation of land or premises existing at the time of the adoption of an additional control under this chapter, may be continued, including through repair, replacement, restoration, -24- S"i'UDY OF Ass) NiFu Es, ME17PING LODGES, AND CONVEN'I'ION I-IALLS CITY OF SAINTANTHONY VILLAGE 55 maintenance, or improvement, but not including expansion, unless [certain conditions apply]." Other than this language, there is no specific definition of nonconformity under this chapter. 7.2 Saint Anthony Zoning Code: Nonconforming Uses The City Zoning Code permits nonconforming uses to continue until they are removed. See City Code § 152.225. The Zoning Code specifically states that it does not encourage the survival, enlargement, expansion, or extension of nonconforming uses. See id. "Nonconforming use" is defined within section 152.003 as "Any building, structure, or use lawfully existing on 8- 2-1976 and continuing to lawfully exist to the date of adoption of this zoning code." 7.3 Nonconforming Use Analysis Because both Minnesota state law and the City Zoning Code allow for continuing legal nonconforming use of property, any lawful use that currently exists that will be non-compliant under an amended version of the Zoning Code may continue to exist (with certain conditions and restrictions as stated above and within the applicable laws) as a nonconforming use. 8.0 CONCL USION Tlie current language within the Zoning Code does not clearly establish what types of assembly may exist within the commercial and light industrial zoning districts. However, the City has specific intents and purposes for all of its zoning districts, and assembly use should support these goals. Specifically, the light industrial zoning district is a district that is exclusively focused on promoting economic growth and development for industry. The commercial zoning district has similar economic goals for business and commerce. Overall, the City intends to provide zoning districts in a manner that results in efficient land use, allowing for the cultural and community needs of the public within the residential zoning districts while encouraging the economic growth of jobs, business, and industry within the non-residential zoning districts. These objectives can be enhanced by adding further clarity regarding places of assembly. This Study recommends that the City Council amend the Zoning Code in a manner that balances the City's economic development and job growth interests with the interests of groups in establishing places of secular and religious assembly. This will be done most effectively by: 1) Allowing all types of assemblies—religious and non-religious—to exist within the commercial zoning district; 2) Excluding all types of assemblies—religious and non-religious—from the light industrial zoning district; and 3) Clarifying the definition of "assembly" to include both religious and non -religious assemblies. -25- S'1'UDY OI'ASSIj.M13LIL$,NELTING LODGES, AND CONVENTION Ii ALES CITY OF SAIN 1ANTHONY VILLAGE 56 THIS PAGE LEFT INTENTIONALLY BLANK EXHIBIT B: 57 CITY OF ST. ANTHONY VILLAGE RESOLUTION 12-052 RESOLUTION ACCEPTING FINDINGS FROM A STUDY FOI2 THE PURPOSE OF CONSIDERING AMENDMENTS TO THE CITY ZONING CODE REGARDING THE REGULATION OF ASSEMBLIES, MEETING LODGES AND CONVENTION HALLS AND DIRECTING STAFF TO PURSUE OPTION THREE OUTLINED IN SAID STUDY WHEREAS, the City of St. Anthony Village has received requests for Conditional Use Permits ("CUPs") for religious assembly uses in the light industrial (LI) zoning district; and WHEREAS, the City of St. Anthony Village's Zoning Code currently does not define `assembly'; and WHEREAS, the City of St. Anthony Village's 'Zoning Code has defined different intentions for the various land use districts within the city; and WHEREAS, the City Council adopted a resolution authorizing a study regarding regulation of assemblies, meeting lodges and convention halls within commercial and light industrial zoning districts on March 13, 2012 to examine the intent of the language in the Zoning Code; and WHEREAS, the City Council approved an interim ordinance imposing a moratorium on the issuance of CUPs for assemblies, meeting lodges, or convention halls within commercial and light industrial zoning districts in order to complete a study regarding the regulation of assemblies, meeting lodges and convention halls within commercial and light industrial zoning districts; and WHEREAS, the study regarding the regulation of assemblies, meeting lodges and convention halls within commercial and light industrial zoning districts has been completed and has been made available to the public and the City's Planning Commission; and WHEREAS, the study regarding the regulation of assemblies, meeting lodges and convention halls within commercial and light industrial zoning districts identified a number of findings that clarified the differences between the language in the existing Zoning Code and the intent of the language in the existing Zoning Code; and WHEREAS, the study regarding the regulation of assemblies, meeting lodges and convention halls within commercial and light industrial zoning districts recommended pursuing Option 3 — allowing all assembly use within the commercial zoning district and eliminating all assembly use from the light industrial zoning district and clarifying the definition of assembly to include both religious and non -religious assemblies; and WHEREAS, the study regarding the regulation of assemblies, meeting lodges and convention halls was reviewed and considered by the Planning Commission at a special session on June 4, 2012. 58 NOW THEREFORE BE IT RESOLVED that the City Council of the City of St. Anthony Village accepts the findings and recommendations documented in a study for the purpose of considering amendments to the City Zoning Code regarding the regulation of assemblies, meeting lodges, and convention halls. NOW THEREFORE BE IT FURTHER RESOLVED, that the City Council directs staff to prepare amendments to the Zoning Code as outlined in Option 3; to specifically: 1. Clarify the definition of `assembly' to include both religious and non -religious assemblies. 2. Exclude all types of assemblies — religious and non -religious — from the light industrial zoning district. 3. Allow all types of assemblies —religious and non -religious- to exist within the commercial zoning district. APPROVED in the regular session of the City Council on June 12, 2012. Attested: Barbara Suciu, City Clerk Jerome O. Faust, Mayor Nr 3055 Old Highway 8 Conditional Use Permit City Council Meeting June 12, 2012 yin thrry — WSS jFWWwy8CUP • General Information Applicants: Muxamedrashid Ali with Michael Medina Owner: St. Anthony Business Center Corporation Location: 3055 Old Highway 8 Existing Land Use / Zoning: L1: Light Industrial Surrounding Land Use: North: High Density Residential; zoned R4; Multiple Family East: Commercial/Industrial; zoned LI; Light Industrial South: Vacant; zoned NA; Public Right of Way West: Low Density Residential; zoned R1; Single -Family iitit tttht Wsa ,ri l a e , 59 1 'Id_ 'Hwy 8 CUP • CUP Overview — Conditional use permit is to allow an 'assembly' in specific portions of the buildings — The Zoning Code allows assembly, meeting, lodge or convention halls as a 'permitted conditional use' — An interpretation of assembly could include assembly for religious uses . ain they a a V WSB jMMWP-wy 8 CU P • CUP Overview Continued — Assembly is proposed to be located in the basement of the south building and in a portion of the north building. • 11,655 square feet (south building) • 1,286 square feet (north building) • 12,940 square feet (total) — Rest of the building to remain office/tenant space. WSB 2 I I HT -477 ;TING OFFICES yt_ -TENANT RENTALS e 5 Old Hwy 8 CUP .INE EDGE OF 3055 Old Hwy 8 CUP • CUP Overview Continued — 'Assembly' hours include the following: • Daily prayer from 1:00 PM to 2:00 PM • Evening worship and food sharing during Ramadan — The center will be staffed by four people — Signage has not been requested at this time A ain nth-------------- — ------- . ............. ...... ... ......... Ila er A WSB roll I 3 62 FN1d Hwy s cu P • CUP Overview Continued — Parking • Minimum number of spaces required for the assembly space is 155 spaces if lounge areas are included • Minimum number of spaces for remaining uses is 101 • Total number of spaces needed is 266. Total parking available is 283 according to the applicant • If spaces are larger than city requirements, it is possible an additional 20 parking spaces could be provided according to the applicant . linNia"t, Qny V HNNwy8 CUP • Other Relevant information — The city code does not define 'assembly'; however an interpretation of 'assembly' could include assembly for religious uses — The City Council authorized a study regarding the regulation of 'assembly' CUPs in the LI and C districts. That study has been presented to the Planning Commission. �a V WSS 4 ,0 id Hwy 8 C U P • Other Relevant Information — A final decision on the CUP request needs to be made by June 12, 2012 q n,10WSB EJ 3055 Old Hwy 8 CUP • Recommendation — Approve the requested CUP subject to conditions outlined in Exhibit C ain pth�ny _._---- _------- --. 5 63 64 . ain nthe (1�nry i a 3055 Old Hwy S CUP Questions? 65 &Associares, Inc, Infrastructure ■ Engineering ■ Planning a Construction 701 Xenia Avenue South Suite 300 Minneapolis, MN 55416 Tel: 763-541-4800 Fax: 763-541-1700 CITY OF ST. ANTHONY VILLAGE MEMORANDUM To: St. Anthony Village City Council From: Jacqueline Corkle, PTP, AICP Interim City Planner Date: June 5, 2012 City Council Regular Meeting for June 12, 2012 WSB Project No. 01626-630 Request: Request for a Conditional Use Permit (CUP) to allow a religious assembly at 3455 Old Highway 8 RECOMMENDATION The St. Anthony Village City Council directed staff to prepare a study regarding the regulation of assemblies, meeting lodges and convention halls as conditional uses in the Light Industrial and Commercial Districts. The study has been presented to you for your review and to provide you with an understanding of the issues surrounding the use of assemblies in different portions of the city. As you are aware, the City Council needs to make a decision on the application for the CUP before you this evening. At the June 4, 2012 the Planning Commission voted in favor (5 to 1) of recommending approval of a conditional use permit for an assembly at 3055 Old Highway 8 subject to the conditions in the attached Exhibit C. Based on the information provided as part of the application submitted by the applicant, staff recommends approval of a conditional use permit for an assembly at 3055 Old Highway 8, subject to the conditions in the attached Exhibit C. GENERAL INFORMATION Applicant: Muxamedrashid Ali with Michael Medina acting as his representative Owner: St. Anthony Business Center Corporation Location: 3055 Old Highway 8 Existing LI; Light Industrial District Zoning: Surrounding Land North: High Density Residential; zoned R4; Multiple Family Use / Zoning: East: Commercial/Industrial; zoned LI; Light Industrial South: Vacant; zoned NA; Public Right of Way West: Low Density Residential; zoned R1; Single -Family Deadline for Agency Application Date: 02-14-12 Action: 60 Days: 04-13-12 Extension Letter Mailed: 04-03-12 120 Days: 06-12-12 66 June 5, 2012 Page 2 CONSIDERATIONS RELATING TO THE PROPOSED CONDITIONAL USE PERMIT 1. Background. Muxamedrashid Ali on behalf of the Abu-Huraira Islamic Center is requesting a conditional use permit to allow an `assembly' at 3055 Old Highway 8. The Applicant's representative (Michael Medina) has stated that the `assembly' would occupy the lower level of the south building. There is also a space on the main floor of the building that will act as the `receiving room' for the center. The Islamic Center would host a daily prayer hour and special prayer and potluck dining events during Ramadan. According to information provided by the Applicant, the lower level of the south building comprises approximately 13,280 square feet, with approximately 1,625 square feet leased to a tenant. This leaves approximately 11,655 square feet for assembly use in the lower level. The space identified for assembly is 12,940 square feet (11,655 in lower level and 1,286 on the main level). The entire building is approximately 103,460 square feet. 'file rest of the building (tile three story office tower and the first level of the south building) less the receiving room would remain as office/tenant space. The underlying zoning district is LI- Light Industrial which does not include assemblies as a permitted use. However, as noted in Title XV, Chapter 152, Section 152.142, (G) Assembly, meeting lodge or convention halls are considered a `permitted conditional use'. The Zoning Code does not define assembly, meeting lodge or convention hall. However, an interpretation of the term `assembly' would allow for religious uses. 2. Overview. Location The assembly is proposed to be located in the basement of an existing building. No exterior expansions or modifications to the building are proposed with the application. The interior will be modified to meet current building codes. The proposed assembly is located in the basement of the southern building. The main floor of the southern building would remain as office/tenant space. The entire north building would remain as office/tenant space. II tours of Operation The proposed hours of operation for the `assembly' area include the following: • Daily prayer from 1:00 to 2:00 PM • Evening worship and food sharing during Ramadan Staffln The Abu-Huraira Islamic Center will be staffed by four people. Parking and Traffic Title XV, Chapter 152, Section 152.179 (A) Ori -Site Parking (5) Minimum number of spaces indicates that churches, clubs and restaurants must have a number of parking spaces which is no less than the total designed seating capacity of the structure divided by 2.5, plus I parking space for each employee on the largest shift. At the May 15, 2012 Planning Commission Meeting, staff presented information about the amount of parking needed for the conditional use for the prayer areas since that had more restrictive parking requirements (as sited above) than the general parking requirements for light industrial uses. As indicated by the applicant, the prayer areas (men's and women's) combined can accommodate a total of 261 persons. Taking 261 and dividing it by 2.5 results in a demand of 105 parking spaces. Adding June 5, 2012 Page 3 staff (four persons) parking requirements brings the total number of spaces needed for the conditional use to 109 spaces. At the Mayl5, 2012 meeting, the Planning Commission asked staff to investigate how many additional parking spaces would be needed if the lounges were included in the total since they would be a part of the assembly. The lounges would add a total of 139 `seats'. Dividing 139 by 2.5 results in 56 additional spaces needed for parking. Thus, the total amount of parking required for the assembly area, under a scenario where the lounges were taken into account, would be 165 spaces. Title XV, Chapter 152, Section 152.179 (A) On Site Parking (5) Minimum number of spaces indicates that light industrial, manufacturing, testing and research uses must have 1 space for every 1,000 square feet of building floor area. The building, minus the area proposed for the `assembly' (12,940 square feet) is 90,520 square feet. Thus, at least 91 spaces must be on the site to serve the remainder of the building. ]n 2009 a Conditional Use Permit (CUP) was issued for a daycare center at this location. Part of the approval of the CUP included providing parking at higher levels than the 1 space for every 1,000 square feet for light industrial uses. Required parking included one space for each employee on the largest shift and one visitor space for every 10 children. Based on today's staffing and enrollment, 12 spaces are needed. With the additional parking for the lounges, a total of 266 spaces would be needed to serve the entire site (165 for Islamic Center, 89 for the remainder of the building less the daycare space and 12 for the daycare space). Since the May 15, 2012 Planning Commission Meeting additional information on the parking at the site has become available. The Applicant has indicated that the amount of parking currently (legally) available is 283 spaces between the two parcels of land. The applicant has also indicated that the existing spaces exceed the minimum requirements of the city and that the lot could be restriped to gain an additional 20 parking spaces; bringing the total available parking to 303 stalls. The site with the building on it does not have enough parking to serve all of the proposed uses. Parking will be needed from the adjacent parcel in order to meet the parking requirements of the City's Zoning Code. Combined the two parcels have 283 parking stalls which exceeds the larger parking requirement of 266 spaces. Signage The Applicant has not submitted a sign request at this time. The Applicant must obtain a sign permit from the City prior to the installation of any signage. 3. Ordinance Authority. Title XV Land Usage, Chapter 152 Zoning Code, Section 152.142 Permitted Conditional Uses in the Light Industrial District, allows (G) Assembly, meeting lodge or convention halls. As noted previously, an interpretation of `assembly' could include a religious `assembly'. 4. Criteria for Conditional Use Approval. "Title XV Land Usage, Chapter 152 Zoning Code, Section 152.243, C: City Council Action, lists the criteria the City Council must consider in determining whether to grant or deny a conditional use permit. The applicable criteria include: (1) The use is one of the conditional uses specifically listed for the district in which the property is located; (2) The City Council has specified all conditions which the City Council deems necessary to make the use compatible with other uses in the area; 67 6 June 5, 2012 Page 4 (3) The use will not be detrimental to the health, safety or general welfare of persons residing or working in the vicinity or to the values of property in the vicinity; and (4) The use will provide a service or a facility which is in the interest of public convenience and will contribute to the general welfare. 5. Criteria Evaluation. The criteria above are evaluated below with regard to the application before the Planning Commission. Assuming the City Council, in its legislative capacity, determines that "assembly" within the Light Industrial zone includes religious assembly uses, staff recommends that each of the criteria as met as follows: (1) The use is one of the conditional uses specifically listed for the district in which the property is located; Although the City's Zoning Ordinance does not specifically define `assembly', an interpretation of `assembly' could include religious assemblies. Title XV, Chapter 152, Section 152.142, (G) of the Zoning Ordinance includes assembly, meeting lodge or convention halls as a `permitted conditional use'. Criteria met. (2) The City Coznrcil has specifted all conditions which the City Council deems necessary to make the use compatible with other uses in the area; Staff has made recommendations on specific conditions which will be reviewed and/or modified by both the Planning Commission and the City Council to make the proposed use compatible with other uses in the area. Criteria met. (3) The use will not be detrimental to the health, safety or general welfare of persons residing or working in the vicinity or to the values ofproperty in the vicinity; and There is no evidence on record to support that the health, safety or general welfare of persons residing or working in the vicinity of the proposed conditional use would be negatively impacted. Not, is there evidence on record to indicate that property values in the vicinity would be negatively impacted. Criteria met. (4) The use will provide a service or a facility which is in the interest ofpublic convenience and will contribute to the general welfare. The proposed use will provide a service to a segment of the St. Anthony population that is not currently provided within St. Anthony today. Criteria met. POTENTIAL ACTION 1. Recommend Approval (with or without conditions) of the Conditional Use Permit. In the event of a recommendation for approval (with or without conditions), the City Council may refer to Exhibit C, and may modify the draft resolution for approval to include any conditions that it deems necessary. 2. Recommend Denial of the Conditional Use Permit. hr the event the City Council chooses denial of the requested conditional use permit, it should clearly state its reasons for the denial recommendation. June 5, 2012 Page 5 ATTACHMENTS Exhibit A: Location Map Exhibit B: Applicant's Application Exhibit C: Draft Resolution 69 70 THIS PAGE LEFT INTENTIONALLY BLANK V-MMV 3055 (old Highway 8 CVP Request NA Exhibit A Saint Anthony Village MN 0 75 150 A WSB Feet,o;;s.r. 72 THIS PAGE LEFT INTENTIONALLY BLANK oin nitho 11 t 3301 Silver Lake Road -St. Anthony, MN 53478 ' (p) 6]3789 3301 • (f) 612.782.3302 www.ci.sainb anthony.nm.us CONDITIONAL USE PERMIT APPLICATION $130 Conditional Use Permit Fee A. GENE RAI., DATA A,/ 1 . . NAME OP APPLICANP Qi«il � LL The above -n caned individual, firm or corporation hereby icspectfully subnuts the following; data in support of the pochnunary information provided on the accongpanying zoning application su.nunary from dated for the purpose of securing a Cooditionai Use Permit. CONTACPPERSON: Namc PI20PI?RTY ADDRESS: Daytime Phone Number B. PRO)1:CT INFORMATION 1.. Specify the section of the ordinance which applies to this project 2. Brief narrative description of this request: and address each of the following items as they Ic.late to your project a.) The use is one of the conditional uses specifically listed for the zoning district in which the property is located; b.) The City Council specify conditions that it deems necessary to make the use compatible with other uses in the area; c.) The use will not be deh imental to the health, safety, or general welfare of the persons residing or working in the vicinity or to the values of property in the vicinity; r 73 d.) I'he use will provide a service or a facility which is in the interest of public convenience and will contribute to the general welfare. Written justification for the request, including discussion of how all potential conflicts with existing nearby ]and uses will be minimized: QP.' Q -TT A_1i1-}Z7ry /x- / 71 ^ 3. Check all additional supporting documents and data which are being submitted to help explain this project proposal: e site plan ❑ topographic map W"cfetailed narrative e ­operation plans I hereby certify with my sign x h a the best of my knowledge: M& Signature of Applicant ❑ engineering plans ❑ landscaping plans ❑ elevations plans and specifications Date I' APIanning\Forms\2005 CUP Application Iuformation.doc 74 f e d i n a A r c h i t e c t s Medina Architects 1618 Hague Ave St. Paul, MN 55104 Tel. 651 645 0587 February 14, 2012 City of Saint Anthony Village 3301 Silver lake road St. Anthony, MN, 55418 Planning Commission, Abu-Huraira Islamic Center Is in the process of purchasing the St. Anthony Business Center located at 3055 Old Highway 8, St, Anthony MN. 55418-2500. They are interested in using a portion of this complex for their use. The St. Anthony Business Center is located in a Light industrial Building Zone. Abu-Huraira Islamic Center is seeking a Permitted conditional use as per section 152.142 — (G) Assembly. There would be no addition or expansion to existing Structure. They will occupy the lower level of south building. One of the requirements of an assembly Occupancy is that the area be sprinkled. The lower south structure has a sprinkler system and will be retrofitted to any new remodeling to meet code requirements for the Abu-Huraira Islamic Center. There is a firewall separation between the north 3 story office tower and the one story south structure with fire door and self closing rated doors connecting the two occupancies. A new Handicapped entrance will be added at the lower level with direct access to grade. Three new handicapped parking spaces will be added to and close to this entry. The business center will not change its character or Occupancy use and would continue to run as Office tenant space. The site is bounded by New Brighton Boulevard highway 8 and old highway 8 to the east and west. A condo sits to the north side of the site. To the west across old Highway 8 is bounded by single residential unit. Their back door and back yard faces the St. Anthony business Center. 75 ® Page 2 February 14, 2012 The south one story building basement level will be used by the Abu-Huraira Islamic Center. The hours of use for the Islamic center: • Prayer hour each day from 1:00 PM to Z PM • Ramadan is the ninth month of the Islamic calendar, when Muslims fast (Sawm) during daylight hours. In the evening worshippers will come to pray and share food and eat after sunset. These prayers also give Muslims a chance to meet at the Mosque every day during this period, and so they help to improve relationships in the Muslim community. • Food is limited to a pot luck meal everyone brings something to share food items and will not include a commercial kitchen. The traditional meal would be eating a few Dates • Since this activity occurs after working hours there would be no conflict with the office and other tenant business use. The Conditional use permit would be a requirement for the Mosque (prayer area) which is an assembly use. This will also cover other activities such as the waiting and lounge area which are large group social areas. The location is ideal and convenient to the Muslim community it servers. Thank you for your consideration in this Matter. Sincerely, Michael A. Medina A.I.A. Architect Minnesota Registration Number 15843 76 iz D Z O m m z D Z 1 M�7-j— ' t m 0, OO OO A co Z -0C S D N m> I mm y m 1 2�F 1 of r .ZOO„ u _L7.� v r?-` I ..�4, �C 2 m z x—_.' e..., .z Z .; — IZ� m M W3 7M m m CD 3m Z zD m m D o � A 0 m C) -i cn EXHIBIT - C: 79 CITY OF ST. ANTHONY VILLAGE RESOLUTION NO. 12-053 RESOLUTION APPROVING A CONDITIONAL USE PERMIT FOR RELIGIOUS ASSEMBLY AT 3055 OLD HIGHWAY 8 WHEREAS, the City of St. Anthony received a request from the Applicant Muxamedrashid Ali and Mr. Michael Medina for a conditional use permit to allow a place of assembly within a portion the property located at 3055 Old Highway 8 on February 14, 2012, legally described as follows: Parcel A: That part of the Northeast Quarter of the Southeast Quarter and that part of the Southeast Quarter of the Southeast Quarter in Section 6, Township 29, Range 23 described as beginning at a point on the East line of said Northeast Quarter of the Southeast Quarter distant 863.9 feet South from the Northeast corner of said Northeast Quarter of the Southeast Quarter; thence West parallel with the North line of said Northeast Quarter of the Southeast Quarter a distance of 282.66 feet; thence Southwesterly 864.38 feet, more or less to a point on the South line of the North 350 feet of said Southeast Quarter of the Southeast Quarter distant 615.35 feet West from the Southeast corner of the North 350 feet of said Southeast Quarter of the Southeast Quarter; thence East along said South line 95.58 feet; thence Northeasterly to a point on the East line of said Northeast Quarter of the Southeast Quarter distant 143.1 feet South from the point of beginning; thence North along said East line to the point of beginning, EXCEPT that part lying Northerly and Northeasterly of the following described line: Commencing at a point on the East line of said Northeast Quarter of the Southeast Quarter distant 863.9 feet South from the Northeast corner of said Northeast Quarter of the Southeast Quarter; thence West, parallel with the North line of said Northeast Quarter of the Southeast Quarter, a distance of 282.66 feet; thence Southwesterly, along a line that intersects a point on the South line of the North 350 feet of said Southeast Quarter of the Southeast Quarter distant 615.35 feet West from the Southeast corner of the North 350 feet of said Southeast Quarter of the Southeast Quarter, a distance of 188.86 feet and to the actual point of beginning of the line to be described; thence South 52 degrees 33 minutes 36 seconds East, a distance of 260.03 feet to the Southeasterly line of the above described property, and said line there terminating. Certificate of Title No. 1332882 Parcel B: That part of the Northeast Quarter of the Southeast Quarter and that part of the Southeast Quarter of the Southeast Quarter in Section 6, Township 29, Range 23 described as beginning at a point on the East line of said Northeast Quarter of the Southeast Quarter distant 863.9 feet South from the Northeast corner of said Northeast Quarter of the Southeast Quarter; thence West parallel with the North line of said Northeast Quarter of the Southeast Quarter a distance of 282.66 feet; thence Southwesterly 864.38 feet, more or less to a point on the South line of the North 350 feet of said Southeast Quarter of the Southeast Quarter distant 615.35 feet West from 80 the Southeast corner of the North 350 feet of said Southeast Quarter of the Southeast Quarter; thence East along said South line 95.58 feet; thence Northeasterly to a point on the East line of said Northeast Quarter of the Southeast Quarter distant 143.1 feet South from the point of beginning; thence North along said East line to the point of beginning, Lying Northerly and Northeasterly of the following described line: Commencing at a point on the East line of said Northeast Quarter of the Southeast Quarter distant 863.9 feet South from the Northeast corner of said Northeast Quarter of the Southeast Quarter; thence West, parallel with the North line of said Northeast Quarter of the Southeast Quarter, a distance of 282.66 feet; thence Southwesterly, along a line that intersects a point on the South line of the North 350 feet of said Southeast Quarter of the Southeast Quarter distant 615.35 feet West from the Southeast corner of the North 350 feet of said Southeast Quarter of the Southeast Quarter, a distance of 188.86 feet and to the actual point of beginning of the line to be described; thence South 52 degrees 33 minutes 36 seconds East, a distance of 260.03 feet to the Southeasterly line of the above described property, and said line there terminating. Certificate of Title No. 1332881 WHEREAS, the Applicant has indicated there is a valid, enforceable purchase agreement with the owner for the property legally described above; and WHEREAS, the Applicant has requested a conditional use permit for a place of assembly for a portion of the building located at the property described above as Parcel A and for required parking on the property described above as Parcel B; and WHEREAS, a public hearing was properly noticed and held at the regularly scheduled May 15, 2012 Planning Commission meeting; and WHEREAS, the Planning Commission reviewed and considered the request based on the related documents shown in the Applicant's application at their special session on June 4, 2012. NOW THEREFORE BE IT RESOLVED that the City Council of the City of St. Anthony approves the Applicant's conditional use request based on the following findings: 1. The requested conditional use permit is consistent with all the standards for granting a conditional use permit as described in Title XV Land Usage, Chapter 152 Zoning Code, Section 152.243, C: City Council Action of the St. Anthony City Code. More specifically, the City Council finds that the requested conditional use permit is justified for the following reasons: a. The assembly use is one of the conditional uses specifically listed for the district in which the property is located. b. The City Council will specify all conditions which it deems necessary to make the use compatible with other uses in the area. c. There is no evidence on record to indicate that the proposed use will be detrimental to the health, safety or general welfare. There is no evidence on 81 record to indicate that the proposed use will be detrimental to property values in the vicinity. d. The proposed conditional use provides a service or a facility for a portion of the community that is currently not provided. NOW THEREFORE BE IT FURTHER RESOLVED, that the City Council's approval of the requested conditional use permit is contingent on the following: Prior to expiration of the conditional use permit as specified in Zoning Code Section 152.243(D), the Applicant shall submit evidence satisfactory to the City Manager and the City Attorney demonstrating fee ownership of the property legally described above. 2. The Conditional Use Permit for the assembly shall be limited to a total area 12,940 square feet comprised of 1,286 square feet of for a "receiving room" on the main floor of the building and 11,655 square feet in the lower level of the south building, all of which is located in the specific portions of the building as shown on the architectural drawings received from the Applicant on May 4, 2012, as on file with the City. 3. Prior to the issuance of any certificate of occupancy, Sewer Availability Charges (SAC) shall be satisfied, if applicable. 4. To ensure sufficient off-street parking for all uses of the building, the property owner/applicant must, prior to the issuance of any certificate of occupancy, (1) provide evidence satisfactory to the City Manager of a fee ownership interest in both Parcel A and Parcel B and (2) have applied to the City for a replatting of Parcel A and Parcel B into a single lot. Changes in occupancy, building use or access to parking spaces on land not owned by the property owner/applicant as identified in the staff report must be reviewed and approved by the City Administrator and may require an amendment to the Conditional Use Permit. 6. Within one year of issuance of an occupancy permit, Applicant will perform a traffic study in a form approved by the City Planner to determine if parking demand caused by the proposed use is sufficient to warrant the available parking area be re -striped to city minimum standards of 9 feet by 19 feet stalls. Voluntary re -striping of the parking area to meet this standard at an earlier date will satisfy this condition. 7. Although a future kitchen has been shown on the site drawing, it was not requested as a part of the application. As such there will be no cooking of food on site. A catering operation or in-house cafeteria requires a Conditional Use Permit. 8. Any signage requests must be submitted to staff for review and approval. Signs are permitted as allowed in Title XV, Section 155.29 (C) of the City's Code. 82 9. Development must comply with the Minnesota State Accessibility Code. 10. All pickup, drop-off, loading and unloading must occur on site and off of public streets. 11. The portion of the building for the assembly purpose shall be provided with an automatic fire sprinkler system as approved by the Fire Marshal. 12. Fire lanes will be posted as approved by the Fire Marshal. 13. The portion of the building identified for the assembly conditional use shall not be occupied until the Building Official and Fire Department have issued a certificate of occupancy. 14. A building permit application be submitted and approved, and that construction in the assembly area be completed within one year of the approval of the conditional use permit. 15. The City of St. Anthony reserves the right to revoke this conditional use permit for violation of any provision or condition of this Conditional Use Permit. 16. The Applicant shall properly record, with the Hennepin County Registrar of Titles, a signed original or certified copy of this Resolution against Parcel A and Parcel B simultaneously with acquisition of the same and provide a copy of the recorded document to the City. 17. (Insert other conditions as desired) APPROVED in the regular session of the City Council on June 12, 2012. Attested: Barbara Suciu, City Clerk Jerome O. Faust, Mayor 83 TO: Mark Casey — City Manager From: Stacie Kvilvang Date: June 12, 2012 su je t Development Agreement - Dominium Senior Housing Project Dominium has submitted a Purchase Agreement (PA) to City's Housing and Redevelopment Authority (HRA) to purchase the JA Cadawallader and the vacant Fannie Mae parcel from the City's Housing and Redevelopment Authority (PA covers both parcels). In addition to acquisition of the HRA's parcels, they will need to purchase another parcel from Apache Redevelopment LLC (Len Pratt) in order to accommodate the development of 152 unit of senior rental housing. Based upon the above referenced development program, following is a listing of the proposed business terms I'or the final Development Agreement: 1. Land Use a. Income and Rent Limits Dominium covenants and agrees to rent at least 20% of the units to seniors at or below 50% of the Area Median Income (AMI). 2. Acquisition a. Closing. Dominium will acquire the land no later than March 1, 2013. b. Purchase Price. The proposed purchase price is for $1,216,000 which equates to $8,000/unit. The HRA's portion of the land sale proceeds are 52.88% of this amount, or $643,021. Dominium will enter into a purchase agreement with Len Pratt for the adjacent property for approximately $572,979 or the remaining 47.12% prorated portion of the $1,216,000 purchase price. c. Purchase Price Adjustment. Dominium represents that the estimated construction costs of the project are $13,951,371. When they receive their Certificate of Occupancy (CO) they have to provide the City an audited construction cost statement. If based upon this statement (and the receipt of any other grant sources), the actual construction costs are less than $13,951,371, then Dominium will increase the payment for land to $10,000/unit. This means that if either cost savings or grants equaled or exceeded $304,000, the City and Mr. Pratt would be reimbursed this amount on a prorated basis accordingly (up to $160,755 for the I -IRA and up to $143,245 for Len Pratt). If the amount was less than $304,000, then the City and Len Pratt would be reimbursed at the lower level accordingly (i.e. savings of $200,000 would be prorated back to the City and Len Pratt in the amount of $105,760 to the HRA and $94,240 to Pratt). w, C O C p �+ 3060 Centre Pointe Drive G /7 GIt�7 `O� Roseville, MN 55113-1105 "y'crv?K LEADERS IN PUBLIC FINANCE Ph 011e: 651-697 8506 Fax: 651-697-8555 skvilvang@ehlers-ino.com Mark Casey Development Agreement - Dominium Senior Housing Project June 12, 2012 Page 2 d. Assessment Agreement. Dominium is required to execute a Minimum Assessment Agreement (MAA) for the project. The MAA will be for $14,440,000 ($85,000/unit) as on January 2°`I in the years 2015 through 2029 (for taxes payable in 2016-2030). The end date of 2029 is the legal end year of the TIF district (expires on December 31, 2030). The MAA can be terminated if the State Legislature enacts changes that would cause the property to fall below the MAA amount. 3. Development Timeline a. Commencement and Completion. The desired commencement date is March 31, 2013and the default date is September 30, 2013. The desired completion date is October 31, 2014 and the default date is December 31, 2014. 4. Tax Increment a. PAYGO TIF Note, The City will issue Dominium a pay-as-you-go TIF note in the principal amount of $1,023,000 (condition precedent to issuing is filing of the MAA). The TIF Note is payable from 90% of the TIF generated from their development and is payable on February 1 and August I of every year commencing on August 1, 2015 through February I, 2031 (15 years which is the remaining term of the TIF district). b. Tax Petitions. If Dominium petitions its market value, the City is only required to pay them TIF based upon the MAA value. Once the petition is settled, then any shortfalls in TIF payments will be made up on the next TIF note payable date (August I or February 1). Dominium is required to inform the City of any tax petitions they submit for the project. c. Assignment of TIF Note. The TIF Note cannot be assigned without the written consent of the City, provided however that such consent shall not be unreasonably be withheld. d. Look Back Provision. As an Exhibit to the Development Agreement, a mutually agreed upon preliminary development proforma for project will be attached. Within 60 days of the earliest of (i) the date of stabilization of the project (93% occupancy), (ii) transfer of the project, or (iii) 3 years after the date of issuance of the CO, Dominium is required to provide the City with actual audited financials showing the actual annualized cumulative Internal Rate of Return (IRR), assuming a sale in the 10th year. If the IRR exceeds 20%, then 50% of the amount in excess of the 20% IRR will go to reduce the principal amount of the TIF Note. 5. Miscellaneous. a. City Consultingy Costs. Dominium will reimburse the City for all legal and fiscal consulting fees associated with development of the project and creation of the required documents (purchase agreement and development agreement. 85 Mark Casey Development Agreement - Dominium Senior Housing Project June 12, 2012 Page 3 b. Park Dedication Fees. Dominium is required to pay customary park dedication fees. Based upon the City's current fee schedule, it is estimated that the City, will receive approximately $228,000 ($1,500/unit). c. Default. If Dominium does not commence construction by September 30, 2013 or finish construction by December 31, 2014, then they shall be in default of the agreement. They will have 30 days to cure the default. If the default is not cured, then the Development Agreement and any TIF assistance will go away. The elements of this transaction are within industry standards that Ehlers has seen within the Metropolitan Area on these types of developments. Please contact me at 651-697-8506 with any questions. M. THIS PAGE LEFT INTENTIONALLY BLANK CITY OF ST. ANTHONY RESOLUTION NO. 12-054 RESOLUTION RELATING TO A SENIOR RENTAL HOUSING DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF SAINT ANTHONY, MINNESOTA, THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA, AND ST. ANTHONY LEASED HOUSING ASSOCIATES II, LIMITED PARTNERSHIP (THE "DEVELOPER"). WHEREAS, the Developer is proposing to enter into a Senior Rental Housing Development Agreement (the "Development Agreement') with the City of St. Anthony (the "City") and the St. Anthony Housing and Redevelopment Authority (the "Authority"), under which the Developer will acquire approximately 2.65 acres in the Redevelopment Project Area No. 3 (respectively, the "Development Property" and the "Project Area") and construct approximately 152 senior rental housing units, including at least 20% low and moderate income units, and related parking improvements (the "Development'); and WHEREAS, the Development Property consists of three separate parcels of land and the Developer has entered into two purchase and sale agreements to acquire the parcels. To acquire the southern portion of the Development Property (the "Southern Parcel'), the Developer will enter into a purchase and sale agreement with Apache Redevelopment, LLC (the "Southern Parcel Purchase Agreement'). To acquire the two parcels of land which comprise the northern portion of the Development Property (the "Northern Parcels"), the Developer will simultaneously with the execution of the Development Agreement enter into a purchase and sale agreement with the Authority (the "Northern Parcels Purchase Agreement'); and WHEREAS, upon satisfaction of certain conditions set forth in the Development Agreement, the Authority will agree to issue a TIF Note to provide funds to pay for, or reimburse, the Developer for certain Qualified Redevelopment Activities to aid in the redevelopment of the Development Property (the "TIF Note"); and WHEREAS, the Authority believes that the Development Agreement is in the best interests of the residents of the City and the Development will provide environmental benefits, will increase available rental housing, including increased opportunities for new types of housing and low and moderate income housing, including new life cycle housing choices desirable for the community, will remove and prevent the emergence of blight, will increase the tax base of the City, and will otherwise benefit the health, safety, morals and welfare of the residents of the City, in accordance with the public purpose and provisions of the applicable State and local laws and requirements under the Redevelopment Plan. NOW, THEREFORE, BE IT RESOLVED, by the City of St. Anthony, Minnesota as follows: That the Mayor and City Manager are authorized to enter into a Senior Rental Housing Development Agreement by and among the City of Saint Anthony, Minnesota, the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota, and St. Anthony Leased Housing Associates 1I, Limited Partnership. ATTEST: Adopted this 12th day of June, 2012 City Clerk Reviewed for Administration: Mayor City Manager 87 ME., THIS PAGE LEFT INTENTIONALLY BLANK 89 Saint Anthony Village Wine and Spirits Denise Bouba Katie Kleeberg Alex Arnott Background • SAV Wine and Spirits is a chain of municipal liquor stores Serving the community for over 60 years Owned by St. Anthony Village. Two Store Locations Not looking to expand • SAV received multiple awards for wide selection of rare micro -brew beers Aim to control sale of beverage alcohol to minors and intoxicated persons- while simultaneously generating revenue for community. Nut Current Marketing Efforts • Coupon Receipt Campaign in nearby Cub Foods Grocery Store. • Promotional Events: Beer Tasting, Wine Tasting I y 1 • Wine Wednesday • Senior Citizen Tuesday CELEBRATING OUR 60TH YEAR • Monthly Specials • Newsletters f Situation Analysis Industrial/Competitor analysis • The Alcoholic beverage industry is a highly competitive industry • Industry at a glance: o Revenue: $43.6bn Annual Growth: 0.8% Wages: $3.Obn Businesses: 41,373 Profit: $3.5bn • Other Industry factors o Deregulation has increased industry competition o Also, Supermarkets, convenience stores and gas stations are increasingly participating in the sale of alcohol 4 Situation Analysis Customer Segmentation Profiles by zip code: American Dreams: • Upper -Mid Middle Age Family Mix • Just under half the residents are Hispanic, Asian, or African- American Big City Blues Lower -Mid Middle Age Family Mix With a population that's more than 45 percent Latino highest concentration of Hispanic -Americans in the nation. Situation Analysis Customer Multi-Culti Mosaic: © Lower -Mid Middle Age Family Mix • An immigrant gateway community, urban home for a mixed populace of Hispanic, Asian, and African-American singles and families. Suburban Sprawl • Midscale Older w/o Kids • Unusual American lifestyle: a collection of midscale, older singles and couples living_ in the heart of suburbia. 3 92 J �u Situation Analysis Customer The Cosmopolitans Upper -Mid Older: Mostly w/o Kids Educated, upper-midscale, and ethnically diverse, urban couples in America's fast-growing cities. Situation Analysis Climate Political and Legal most significant is the political and regulatory environment Like in all states, licenses are required to operate a liquor store Economic Recovering Economy: many people may want to spend less on alcoholic beverages . Consumer sentiment increase in 2012 More younger generation demanding mixed drinks (cocktails) 19 9.3 Situation Analysis • Social • More younger generation demanding mixed drinks • 21-31 age group highest consumption b Technological Social Media: • Customer • supply chain Regulation and Policy • 2151 amendment (1933) Prevents vertical integration • Uniform Drinking Age Act's` ..� (1984) • k -A^ • Deregulation 3," Online Sales Sunday Sales 94 SWOT Strength • Micro Beer Niche Market o Friendly customer service • Store Cleanliness and Brightness • Convenient location • Competitively Priced Products • multicultural areas: • foreigners are partial to higher -margin imports, and purchase alcoholic drinks for their traditional holidays in addition to American holidays. Weakness Low presence in Social media Regulations SWOT Opportunity • When consumers anticipate tough times, they will cut back on going out and spend more money on beverages from beer, wine and liquor stores. Consumer sentiment is expected to increase slowly during 2012. Social Media o Reach more customers • Communicate faster, easier 4 Access to vast information: customers, competions Is] 95 SWOT Threat • Competition is expected to increase during 2012 and poses a potential threat to the industry • Deregulation is leading to increasing consolidation, market saturation and competition • The growth rate is expected to slow as revenue is channeled out to other stores that sell alcoholic beverages Marketing Plan/Objectives Primary Objective: To increase awareness by utilizing social media and digital marketing efforts. Platforms: • Strong customer base • Customer service • Monthly events and specials • Large wine and microbrew beer selection M Points of Difference • Specialization in extensive wine and micro -beer selection Customer Service • Convenient Location Monthly specials and promotional events Target Market Socially aware Minnesotans living in a 15 mile radius of each location of Saint Anthony Village Wine and Spirits aged hdatween 21 and 40 years old. • Support community owned businesse, • Shop for competitive prices Interest in micro -brewed beers M. PRiZM Segmentation System U rbanicity: Income: Income Producing Assets Age Ranges: Presence of Kids: Homeownership: Employment Levels: Education Levels: Ethnic Diversity: Urban Upper -Mid Above Avg. 25-40 Family Mix Homeowners Professional College Grad White, Black, Asian, Hispanic Marketing Mix Piaee promotion Product 4istrfbutlon Price Position our Channels. Wine, product in Utilizsng the Social Media microbrewed the channel of Marketing including Beers and demographic Social Media keeps our Facebook, spirits of 29-40 year cost fo zoro Twitter and olds Foursquare 0 97 M Foursquare • Both Locations Present • 1100 check ins from 325 people • Potential to offer special promotional incentives to the "mayor, Beer Advocate • BeerAdvocate (BA) is a global, grassroots network, powered by an independent community of beer enthusiasts and industry professionals who are dedicated to supporting and promoting beer • 18 Millions page -views in a month • 1.5 Million unique visitors in a month • Billing: CPM • Supports Geo -targeting 10 Alex's Google Ad Preference: Cookies • My demographics: • Age: 15-24 • Mate • Categories • News- Politics • Arts & Entertainment— Movies • Arts & Entertainment— Music • Reference — Dictionaries • Shopping — Entertainment Media Google Ad Words: SEO • Reach: 773,000 in Minneapolis Side ad • Billing: CPC Award Wining Mkr-Be" selection 10'% Discavg Wine on Wednesday. .lanlho nyviaagrv�neandspntscom • Allows to target sex, language, Taxed SAV Wine and Sd i. location, age, sex, as well as Award WmnhV K%ao-Ba" Selection 10% Doo nl Wme on Wednesdays ,W nlhamfl•iNagettineandspr�ls.com keywords. 11 M IDD] Google Ad Words; Keywords • liquor store locator • liquor & wine warehouse • online liquor store • fine wine and liquor • liquor store coupons • wine store • liquor store sale • online wine store • spirit liquor store • wine store online • wine liquor store • beer wine store • liquor store selection • beer & wine store • liquor store location • bev mo 'F. Facebook We claimed the account for SAV and updated pictures, information and statuses. Way to communicate • Promote events and specials • Access wider audience • Provide feedback an Customers promote SAV 12 Saint AntA*rty Village Wine & Spirits At Silver Lake Q_'. village swP.ro+.«,i uawr N.,. ,..ae».,Pw•,. vJ...l«, 36a) Thfi ire N, uL•mma..n, uA SSal t .11, «. Irtf. a.ar>a+. }...° .•J wa •h JIPl11 )!2-Ndi uJ 1W..te 18 '•�• •" vea.e. Hake. en.e.araa. x. Ai Nlrtn..oN xa[. F,Ir M17aMuINE Taryel fI�M�61d�r�p! PINTa.g<I Cente. ® Ninn.sou Tlmil.rwolwa TitMl. Imlr.nhy . ain thon ' ala e Com' WINE & SPIRITS Saint Anthony Village Wine & Spirits+ - At Silver Lake Village . slay>.gaa.wl I,gw.vw. 4e.s".w•'T• iC• Apaat Pr�Nas Lk.. Na. Prbfl �1.l+Wal Kaw fNa[ A»tbg Knpe w a s ePi.il1 Al Sa..r t«om. mrs d aur »+ry,WE tort rPTF1 w.»JI uM l.0 ,a<� anrr. an wr.n+.a »anrq ri-� Karl»+l.d ml,rr raa or axe.+vq vA». Tanvrr!»e rent.+eegs,N Mre IMaoflwsvv.suwl�¢r»vJlp.wlrrveAlPriLL.e.a1M»sc'.0},h Iml eMsom. u SL AAhollr YdYN Gywr 1Pr.Jwuw M 6S mAn ' Hi "11'"n. idP tai. wu.e. a",pro, I.nL x,e Dd you TmwJ�a[». P,n war S,roo 4MI, or srN., wet 4ee Vsp.ls.l M.r alti owr 1 OW /sM',s N slsr,sil [Ixk an IM Lni DNPw IP x. di of aur dPEGALS wr fan m» Ihr.W A lam 3»a'I NIPlfiw.r.+ureMr�yrYl,q..Hixa»dsPhlssom1rnm11.tr�P ecil..hlml 11lrml.l. !v K AMhany' M14"U,— W*,O . II v,n ±Wq+r+n,grnn. rc)1G rif Nm 1C1 13 102 -111. N= 3rd Annual SAV Wine and Spirits Beer Tasting By Sant Anthony Virage Wim @ Spvits At Silver Cake Vdage (Alblms) Updated 2 semago - ,.# EdtAbm , ! �rr - aI Add a des pbon Uke I share Wnte a comment... Oras Entm m pmt yon cm„.mera. Facobook AD Words • Facebook allows you to select location, age, sex, sexual orientation, and interests • $.72 CPC or .14CPM • Would link to Monthly special webpage of SAV Estimated Reach i' 21520 people ■ who live in the United States ■ who live in one of the zip codes: 55421 or 55418 ■ exacdy between the ages of 21 and 30 inclusive ■ who are Irak r in one of the categories. food & Dining. Cooking, Hispanic (US), Beer/Wine /Spirits or Sports (All) vrkin Beed on ywr tanpetinq options, Feceb,.* suggests u bid of W71 oes dd:. You m.r Ory uP to thtr much per dick, but you w@ Ik*Y psy Pena. Set a Dff..A U CAdvanced Heck) 14 Twitter �01�10w'me`•_ SAV Wine and Spirit: ,s' Twitter is another social media we decided to use. • We can find our customer base • Observe business environment and competitors • Provides real time information: Connect with current events • Connects Customers to website • Twitter/Facebook connection Metrics • How to measure Awareness? • Beer Advocate Digital Banner Campaign: Impressions • Facebook Page: Fans • Foursquare: Check -ins • Facebook Adwords: Impressions • Google Adwords: Impressions • Twitter: Followers and Relweets 103 15 I C in I u io S: t A on, 'ilia Wi an ;pir ha: ran loc Me i J D ial rkE g o crh Ties S al h Jia a c efl tiVE the :inc edi 3 th Nhi A i rec ca Ilo% IA% (in( id: rits co niur ate sir K its diff ,nti )n d Orel s it )as :on nei are ss ich II it rn ins as( we ; g �ra' the t. p for /ilk , 0 mu V. — — — i Cr hi all SII I F' aft/ 1 'II E & S IE IT i H Client: 105 Mike Larson mike.larson@.ci.saint-athony. mn. us 612-782-3455 Project: Saint Anthony Village Wine and Spirits Proposal Prepared by: Alex Arnott, Katie Kleeberg, Denise Bouba Statement of Background: Saint Anthony Village (SAV) Wine and Spirits is a chain of municipal liquor stores owned by the city of St Anthony Village. Presently Saint Anthony owns and operates two liquor stores and they are currently not looking to expand. Saint Anthony Village Wine and Spirits have been serving the Saint Anthony Village Community for over 60 years. SAV has also been awarded multiple awards for their wide selection of rare micro -brewed beers. SAV aims to control the sale of beverage alcohol to minors and intoxicated persons while simultaneously generating revenue for the community. Marketing Objectives: Primary Objective: Increase *internet traffic on Saint Anthony Village Wine and Spirit's website. Implementation: • Social Audit of SAV's online social media presence • Improve user experience of social media mediums and SAV website • Integrate social media platforms with SAV website • Develop digital banner search engine optimization campaign that directs users to the SAV website *Client has revealed a preference to avoid print advertisements and focus on the internet as a medium Target Audience: Twin City residents aged 21 years and older. Message Theme: Saint Anthony Village Wine and Spirits offers a wide selection of wine and beer as well as friendly customer service. Support: Lillie News Reader's Choice Awards: • 2004 Best Wine Selection • 2001 Best Wine Selection • 2003 Best Beer Selection • 2000 Best Wine Selection • 2002 Best Beer Selection • 1998 Best Liquor Store Constraints: Because SAV is government owned, it is important to mitigate defamatory remarks on all social mediums. 106 THIS PAGE LEFT INTENTIONALLY BLANK 2013 Street and Utility Improvement Project Todd Hubmer, PE -- WSB & Associates June 12, 2012 Remaining Streets & Utility Reconstruction Projects Method for Selection 19 1. Flood Relief Effort 2. Existing utility Deterioration 3. Pavement Condition 4. Adjacent Infrastructure Replacement (Construction Phasing) F Pro eetacatioEdward St. NE � ' kh kh w I� 35 Ave to 36 Ave A Project Schedule Order feasibility report -Hold 15t public information meeting .Accept feasibility report/order plans 0,and specifications old 2nd public information meeting -Approve plans & specs, and order advertisement for bids -Receive bids/compute assessments -Approve three resolutions on improvement hearing and special assessments June 12, 2012 July 2012 August 2012 October 2012 November 2012 December 2012 January 2013 36th Ave . N E .r (Roosevelt St. NE to { Silver Lake Rd) • Last of the concrete paved i ' .p resldentlal roadways west of r. '� Silver Lake goad. it 4 Project Schedule Order feasibility report -Hold 15t public information meeting .Accept feasibility report/order plans 0,and specifications old 2nd public information meeting -Approve plans & specs, and order advertisement for bids -Receive bids/compute assessments -Approve three resolutions on improvement hearing and special assessments June 12, 2012 July 2012 August 2012 October 2012 November 2012 December 2012 January 2013 Project Schedule — Cont'd •Hold 3,d public information meeting •Hold public hearing for project and assessments, award bid, and call for bond sales •Award sale of bonds •Begin construction •Certify assessments to county auditor •Substantial completion of construction Final completion of construction February 2013 February 2013 March 2013 May 2013 August 2013 October 201, .lune 2014 Questions/Comments? 110 THIS PAGE LEFT INTENTIONALLY BLANK Ap WSO cF Associates. Ine. Engineering ■ Planning ■ Environmental ■ Construction June 6, 2012 The Honorable Mayor, City Council and Staff c/o Mark Casey City of St. Anthony Village 3301 Silver Lake Road NE Minneapolis, MN 55418-1603 Re: Resolution 12-055 2013 Street and Utility Improvement Project St. Anthony Village, MN WSB Project No. 1626-660 Dear Honorable Mayor, City Council, and Staff: 701 Xenia Avenue South Suite 300 Minneapolis, MN 55416 Tel: 763-541-4800 Fax: 763-541-1700 Attached for your consideration is a resolution ordering the preparation of the 2013 Street and Utility Improvement Project Feasibility Report. This project proposes street and utility improvements to the following: ■ Edward Street from 35"' Avenue NE to 36'h Avenue NE ■ 36th Avenue NE from Roosevelt Street to Silver Lake Road A map showing the street improvements proposed for 2013 is attached along with a proposed schedule for your consideration. If you have any questions, I will be present at the June 12, 2012 Council Meeting to discuss those with you or please call me at 763-287-7182. Sincerely, WSB & Associates, ,Inc. Todd E. Hubmer, PE City Engineer Attachments Minneapolis ■ St. Cloud Equal Opportunity Employer K,W16264601AdminWt lulioniLTR-hmrF061212.docx 113 2013 Street and Utility Improvement Project Proposed Schedule Order feasibility report June 12, 2012 • Hold Ise public information meeting July 2012 • Accept feasibility report/order plans and specifications August 2012 • Hold 2"d public information meeting October 2012 • Approve plans & specs, and order advertisement for bids November 2012 • Receive bids/compute assessments December 2012 • Approve 3 resolutions on improvement hearing and January 2013 special assessments • Hold 3" public information meeting February 2013 • Hold public hearing for project and assessments, award bid, February 2013 and call for bond sales • Award sale of bonds March 2013 • Begin construction May 2013 • Certify assessments to county auditor August 2013 • Substantial completion of construction October 2013 • Final completion of construction June 2014 114 THIS PAGE LEFT INTENTIONALLY BLANK CITY OF ST. ANTHONY VILLAGE RESOLUTION 12-055 A RESOLUTION ORDERING PREPARATION OF FEASIBILITY REPORT FOR THE 2013 STREET AND UTILITY IMPROVEMENTS WHEREAS, the following locations are proposed for street and utility reconstruction: • Edward Street from 35°i Avenue NE to 36°' Avenue NE • 36°i Avenue NE from Roosevelt Street to Silver Lake Road WHEREAS, a portion of the cost of the improvements are to be assessed to the benefited properties, pursuant to Minnesota Statutes Chapter 429. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of St. Anthony Village that: The proposed improvement be referred to W S13 & Associates, Inc. for study and that they are instructed to report to the Council with all convenient speed advising the "Council in a preliminary way as to whether the proposed improvement is necessary, cost-effective, and feasible and as to whether it should best be made as proposed or in connection with some other improvement, and the estimated cost of the improvement as recommended. Adopted this 12°i day of June, 2012. ATTES"r: City Clerk Reviewed for administration: Mayor City Manager RT11,22012VLv)Y013-AwhI ... ,, 115 116 THIS PAGE LEFT INTENTIONALLY BLANK 117 MEMORANDUM DATE: June 12, 2012 TO: Mark Casey, City Manager FROM: Barb Suciu, City Clerk ITEM: Amending St. Anthony City Code Section 30.17, Absentee Ballot Board In reviewing documents for the upcoming election; it was discovered St. Anthony's ordinance 30.17 pertaining to Absentee Ballot Board is outdated. By approving this "housekeeping" amendment, St. Anthony's ordinance will comply with current state statutes. Staff recommends waiving the first and second reading and adopting the ordinance amendment to be in compliance with the upcoming absentee voting season. Attachment Ordinance 2012-05; Amending St. Anthony City Code Section 30.17; Absentee Ballot Board 1 THIS PAGE LEFT INTENTIONALLY BLANK CITY OF SAINT ANTHONY ORDINANCE NO. 2012-05 AN ORDINANCE AMENDING ST. ANTHONY CITY CODE SECTION 30.17; ABSENTEE BALLOT BOARD The City Council of the City of Saint Anthony Village ordains as follows: 30.17 ABSENTEE BALLOT BOARD. An Absentee Ballot Board rrray must be established for an, all elections and shall incorporate M.S. 2^'�T203B.121, as it may be amended from time to time, in its entirety. This ordinance will become effective as of its publication. First Reading: Second Reading: Final Reading: CITY OF SAINT ANTHONY Jerome O. Faust, Mayor ATTEST: By: Publish: St. Anthony Bulletin June 20, 2012 Barb Suciu, City Clerk 119 120 THIS PAGE LEFT INTENTIONALLY BLANK FUTURE COUNCIL AGENDA ITEMS 06/1212012 Meeting Meeting Date Type Items/Issues Staff resent p Planning Commission Items from June 19 Presention regarding "A View from the Big River" - MWMO John Bilotta City Council June 26 Regular Approval of Election Judges for the Primary Election City Manager 2011 Audit Presentation Finance Director City's Insurance Renewal Finance Director's Annual Report July 10 Regular City CouncilCity Manager July 23 SPECIAL Joint Meeting with School Board City Council 5:30 pm WORKSESSION Following City Manager July 24 Regular Planning Commission items from July 17 City Council Nite to Unite Proclamation City Manager SPECIAL City Council August 6 5:30 pm WORKSESSION City Manager Dept. Heads August 14 g Regular City Council 8:00 PM City Manager Planning Commission Items from August 21 City Council August 28 Regular Accept Feasibility Report and Order Plans & Specifications for City Manager the 2013 Street Project City Engineer September 11 p Regular g Proclamation for Kiwanis Peanut Day City Council City Manager Proposed 2013 Budget & Levy Finance Director September 25 Regular Planning Commission Items from September 18 City Council Certifying Outstanding Utility Bills City Manager October 9 Regular Approval of Election Judges for the Presidential Election City Council City Manager October 23 Regular Planning Commission Items from October 16 City Council City Manager October 30 SPECIAL Joint Meeting with School Board City Council 5:30 pm City Manager November 13 Regular Approve Plans and specifications, and Order Advertisement for City Council City Manager Bids for the 2013 Street Project City Engineer November 27 Regular Planning Commission Items from November 20 City Council City Manager December 11 Regular Certifying of 2013 Budget & Levy City Council Appointing Park & Planning Commission Members City Manager December 25 Regular Council will need to take action on changing the date of this City Council meeting or cancelling it. City Manager HOUSING AND REDEVELOPMENT AUTHORITY AGENDA CITY OF ST. ANTHONY June 12, 2012 Call to Order. Roll Call. I. Approval of June 12, 2012, H.R.A. Agenda. II. Consent Agenda. These items are considered routine and will be enacted by one motion. There will be no separate discussion of these items unless a Councilmember or citizen so requests, in which event the item will be removed from the Consent Agenda and placed elsewhere on the agenda. A. Approve May 8, 2012, H.R.A. Minutes. (pp. 1-2) B. Claims.(pp.3-4) III. Public Hearings. A. Resolution 12-05; Relating to a Purchase and Sale Agreement for Real Property by and among the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota and St. Anthony Leased Housing Associates II, Limited Partnership (The "Developer"). Jay Lindgren Dorsey & Whitney is presenting. (pp. 5-34) IV. General Policy of Business of the Housing and Redevelopment Authority. A. Resolution 12-06; Relating to a Senior Rental Housing Development Agreement by and among the City of Saint Anthony, Minnesota, the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota and St. Anthony Leased Housing Associates II, Limited Partnership (The "Developer"). Jay Lindgren, Dorsey & Whitney is presenting. (pp. 35-100) V. Staff Reports. VI. H.R.A. Commissioner Comments. VII. Information and Announcements. VIII. Adjournment. P:1Council Meetings120121061220121HRA agendapg#.docx 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 CITY OF SF. ANTHONY HRA REGULAR MEETING MINUTES MAY 8, 2012 CALL TO ORDER. Chair Faust called the meeting to order at 7:39 p.m. ROLL CALL. Commissioners present: Chair Faust; Commissioners Gray, Stille, and Roth. Commissioners absent: Commissioner Jenson. Also Present: Executive Director Mark Casey. I. APPROVAL OF MAY 8, 2012, HRA MEETING AGENDA Motion by Commissioner Gray, seconded by Commissioner Roth, to approve the May 8, 2012, Housing and Redevelopment Authority Agenda as presented. Motion carried 4-0. IL CONSENT AGENDA. Motion by Commissioner Stille, seconded by Commissioner Roth, to approve the Consent Agenda, which consisted of: A. H.R.A. Meeting Minutes of April 24, 2012; B. Claims; and C. Adopting the Post Issuance Debt Compliance Policy & Procedures. Motion carried 4-0. III. PUBLIC HEARINGS. None. IV. GENERAL POLICY OF BUSINESS OF THE H.R.A. A. Presentation of the Purchase Agreement/Development Agreement for Dominium (informational only). Stacie Kvilvang, Ehlers & Associates, presenting. Ms. Kvilvang explained the City began discussing this project over one year ago and the City Council adopted a resolution in 2011 supporting Dominium's application to Ramsey County for grant funds. She advised the property in question includes two parcels owned by the I -IRA and one parcel owned by Len Pratt. She indicated Dominium will purchase both parcels for a purchase price of $1,216,000 or $8,000 per unit with the proceeds prorated based on square footage of the parcels or 53% to the City ($643,000). She explained the Development Agreement will be completed by the end of this month and the transaction must close by March 1, 2013. She noted it is possible that the purchase price will increase due to lower than 1 2 Housing and Redevelopment Authority Meeting Minutes May 8, 2012 Page 2 anticipated construction costs or if additional grant funds are obtained; the purchase price may increase from $8,000 to $10,000 per unit and the City could receive an additional $161,000. Councilmember Stille asked about the likelihood of receiving the Ramsey County grant funds. Mr. Ron Mehl, Dominium, appeared before the City Council and stated they believe that Dominium will receive the grant from Ramsey County. 9 Ms. Kvilvang explained that the developer proposes to construct a 152 -unit senior independent 10 living rental building and at least 20% of the units must be affordable housing for seniors at or 11 below 50% of the Area Median Income. She indicated the construction costs are expected to be 12 approximately $14 million. She stated Dominium will be required to enter into a Minimum 13 Assessment Agreement for the project, or $85,000 per unit, which is the basis for the tax 14 increment provided; however the Minimum Assessment Agreement would not be required if the 15 Legislature changes the tax laws affecting the value of the property below $14.4 million. She 16 stated the City is providing a pay-as-you-go TIF note in the amount of $1,023,000 for a term of 17 15 years, ending February 1, 2031. She advised the Development Agreement will include look 18 back provisions and stabilization is considered when the building is at 93% occupancy. She 19 stated Dominium will reimburse the City's legal and fiscal costs of the Development Agreement 20 and Purchase Agreement, as well as pay park dedication fees of approximately $228,000 or 21 $1,500 per unit. She stated that Dominium is once again asking the City to act as a conduit on 22 the bonds and will be required to pay all legal and fiscal costs associated with that as well. She 23 added the Purchase Agreement and Development Agreement will be presented to the City 24 Council on May 22, 2012, as part of a public hearing. 25 26 V. STAFF REPORTS 27 28 None. 29 30 VI. H.R.A. COMMISSIONER COMMENTS 31 32 None. 33 34 VII. INFORMATION AND ANNOUNCEMENTS 35 36 None. 37 38 VIII. ADJOURNMENT 39 40 41 42 43 44 45 46 47 Chair Faust adjourned the meeting at 7:53 p.m. Respectfully submitted, Barbara Hughes, TimeSaver Off Site Secretarial, Inc. ATTEST: City Clerk Chair 3 td 0> z 0000 n x o 0000 Ch1 m o�o�iw t�i> NZ JO�t9N OFb U1 061N0 U1 YL, Nn x q or z mHmo u �k M [z�J�m1 70J £ 3 ffl 7J fi (z' rom Y Ll rormx m V] H ro mOH �n�nz H I -I m bbK HH mm � n rn ;r o m roti n roz K n m w Y N rt N n H 1-'YYY x wwwo� n iPWNY $ O O O O m mm m Y Y Y Y WWW W H m H\YHY Y Y n NNNN I:" Ut �P O Vl .K1 H C O HH iP 61 Nx N ll - O A 4b S 00 �O I-' OJmOl m N 43 O l0WNU� 'QK Q� W W Ut O H Gi C mN Ll h n Ym 3 n THIS PAGE LEFT INTENTIONALLY BLANK L1� •} ' i{ irj•7 •T••,11 • � �, � , Lr '. 1Z ,�T •�� •;k L it ff. T' or1 �� rr�11 =ti 7�'L� 1.;i '- �_ 1:r �;�. 1 - y ■ ,•H�L.'��� 1 � 3 1-.r ' �+' . • .. "r� - _ F ;. T4;.�� �•*rt , 1--f !I06 I EL �• j 16 • tL.L� . rT .�,�: i • .�4 , r _ 1 _-F_ rC L. ti %&-_A- i L F ' •r. � ��i �� - 1-,i. �'y : L i r� T �11� • r i, �••F� "� •,� L .� • '��• r'1 : •� ;' kr •J• }.4r.�r■ "% r iJ • _ ' ' 9 11.1- _ tiy,_�7 i_ - � �• _ ._ .�_ ti •�• ■• •r `�' ' 'ti '� .r 'r �� L��- r_r �{ l � • �� , y L■�71a..r• � �F ir—T �■�-+f„ , rad � T} � � ��,�L �1 'iF : 'IL � : T _ � ' � a _ L 1 -I. --mr- %,� F" 7-ojl�pj filwl- 1 m. '"f .1. l L=' .1_ L mm" A II L 1• -- r 5 Memo To: Mark Casey — HRA Executive Director From: Stacie Kvilvang Date: June 12, 2012 Subject: Purchase Agreement with Dominium — HRA Owned Parcels Dominium is proposing to purchase the two (2) parcels owned by the HRA for development of an approximately 152 unit senior rental facility. In addition to acquisition of the HRA's parcels, they will need to purchase another parcel from Apache Redevelopment LLC (Len Pratt) in order to accommodate the development of the units. z 0 W Z HRA Parcels._ I I Pursuant to direction provided by the City Council/HRA at their October 31, 2011 meeting, following are the terms of the purchase agreement for the two (2) HRA owned parcels: 1. Purchase price is $1,216,000 which equates to $8,000/unit. The HRA's portion of the land sale proceeds are 52.88% of this amount, or $643,021. 2. Acknowledges that Dominium has/will enter into a purchase agreement with Len Pratt for the adjacent property (for the 47.12% prorated portion of the $1,216,000 purchase price of approximately $572,979). E H LE RS 3060 Centre Pointe Drive 10Roseville, MN 55113-1105 LEADERS IN PUBLIC FINANCE Phone: 651-697-8506 Fax: 651-697-8555 skvilvang@ehlers-inc.com Mark Casey Purchase Agreement with Dominium — HRA Owned Parcels Page 2 June 12,2012 Earnest money in the amount of $25,000 ($12,500 now and $12,500 July 1 after inspection) will be deposited with Commercial Partners Title, LLC (Escrow Agent). This money is non- refundable upon expiration of the Financing Contingency Period, which is December 31, 2012. Dominium needs to have a financing commitment in place by this date. 4. HRA is selling property "As Is" and Dominium has until July 1, 2012 to finalize inspection of the property and file any written objections. Dominium will be assuming payment of the outstanding special assessments that were levied for the construction of 39°i Avenue (approximately $97,500 balance remains). 6. Dominium is required to have all governmental approvals for the development of the project by December 31, 2012 and is solely responsible for all costs related to obtaining the approvals. 7. The City, HRA and Dominium are to enter into a Development Agreement for the project by June 30, 2012. Acknowledges that Dominium is seeking an additional $295,000 in funds from Ramsey County on or before the expiration of the Financing Contingency Period (December 31, 2012) and that the City will assist them as needed in obtaining the funding. Dominium can back out of the purchase agreement if they do not receive this grant. 9. Closing is to take place by no later than March 1, 2013 and the HRA and Dominium will be paying customary Seller and Buyer expenses. There will be terms in the Development Agreement between the HRA, City and Dominium that will address the possibility of an increase in the purchase price for the land. Dominium will increase the payment for land to $10,000/unit if they receive other grant resources or if construction costs are less than anticipated. This means that if either cost savings or grants equaled or exceeded $304,000, the City and Mr. Pratt would be reimbursed this amount on a prorated basis accordingly (up to $160,755 for the HRA and up to $143,245 for Len Pratt). If the amount was less than $304,000, then the City and Len Pratt would be reimbursed at the lower level accordingly (i.e. savings of $200,000 would be prorated back to the City and Len Pratt in the amount of $105,760 to the HRA and $94,240 to Pratt). In accordance with MN Statutes 469.029, Subd (2), the HRA will hold a public hearing on the sale of the parcels at the June 12, 2012 meeting. Proceeds from the sale of the HRA parcels will go to pay back the interfund loan to the Water Filtration Fund. Please contact me at 651-697-8506 with any questions. HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ST. ANTHONY RESOLUTION NO. 12-05 RESOLUTION RELATING TO A PURCHASE AND SALE AGREEMENT FOR REAL PROPERTY BY AND AMONG THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA AND ST. ANTHONY LEASED HOUSING ASSOCIATES II, LIMITED PARTNERSHIP (THE "DEVELOPER"). WHEREAS, the Developer is proposing to enter into a Senior Rental Housing Development Agreement (the "Development Agreement') with the City of St. Anthony (the "City") and the St. Anthony Housing and Redevelopment Authority (the "Authority"), under which the Developer will acquire approximately 2.65 acres in the Redevelopment Project Area No. 3 (respectively, the "Development Property" and the "Project Area") and construct approximately 152 senior rental housing units, including at least 20% low and moderate income units, and related parking improvements (the "Development'); and WHEREAS, the Development Property consists of three separate parcels of land and the Developer has entered into two purchase and sale agreements to acquire the parcels. To acquire the southern portion of the Development Property (the "Southern Parcel"), the Developer will enter into a purchase and sale agreement with Apache Redevelopment, LLC (the "Southern Parcel Purchase Agreement'). To acquire the two parcels of land which comprise the northern portion of the Development Property (the "Northern Parcels"), the Developer will simultaneously with the execution of the Development Agreement enter into a purchase and sale agreement with the Authority (the "Northern Parcels Purchase Agreement'); and WHEREAS, the sale contemplated by the Northern Parcels Purchase Agreement is consistent with the requirements of Minnesota Statutes Section 469.029. Public notice was provided as required under 469.029 and a public hearing was held on May 22, 2012. NOW, THEREFORE, BE IT RESOLVED, by the St. Anthony Housing and Redevelopment Authority as follows: That the Chair and Executive Director are authorized to enter into the Northern Parcels Purchase Agreement by and among the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota and St. Anthony Leased Housing Associates II, Limited Partnership. ATTEST: Adopted this 12th day of June, 2012 City Clerk Reviewed for Administration: Chair Executive Director THIS PAGE LEFT INTENTIONALLY BLANK C PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement') is made as of June 12, 2012, by and between the Housing and Redevelopment Authority of the City of St. Anthony, Minnesota, a public body corporate and politic ("Seller"), and St. Anthony Leased Housing Associates II, Limited Partnership, a Minnesota limited partnership ("Buyer"). AGREEMENT In consideration of this Agreement, Seller and Buyer agree as follows: 1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the real property located in the City of St. Anthony (the "City"), Ramsey County, Minnesota, as shown on Exhibit A (the "Land") together with all easements and rights benefiting or appurtenant to the Land (collectively, the "Property"). 2. Purchase Price and Manner of Pa,, nom. The total purchase price for the Property and the Other Property (as hereinafter defined) shall be based upon $8,000 per residential apartment unit to be built based upon the final plans and specifications of Buyer (totaling by way of example, $1,216,000.00 for 152 units) ("Purchase Price"). The allocation of Purchase Price shall be based upon relative square footage between the Property and the Other Property. The agreed upon allocation of square footage between the Property and the Other Property is 52.88% allocated to the Property, and 47.12% allocated to the Other Property. The Purchase Price for the Property will be adjusted pro -rata based upon the number of overall units that may be constructed on both the Property and the Other Property. The Purchase Price shall be payable as follows: 2.1. $12,500 (the "Initial Earnest Money"), which has been paid and deposited with Commercial Partners Title, LLC ("Escrow Account") in accordance with an escrow agreement among Seller, Buyer and Escrow Agent attached hereto as Exhibit B (the "Escrow Agreement") and shall be non-refundable after expiration of the Financing Contingency Period (hereinafter defined). 2.2 $12,500 (the "Additional Earnest Money"), which shall be deposited with the Liscrow Agent in accordance with the Escrow Agreement upon expiration of the Inspection Period (hereinafter defined) (the Initial Earnest Money and the Additional Earnest Money shall be the "Earnest Money") and shall be non- refundable upon expiration of the Financing Contingency Period. 2.3 The balance of the Purchase Price in the form of immediately available U.S. funds by wire transfer on the Closing Date, and as adjusted pursuant to Section 8. 4849-0849-7166\3 10 If Buyer fails to deposit the Earnest Money as provided herein, Seller may terminate this Agreement, with five (5) days advance written Notice to Buyer and Buyer's failure to deposit the Earnest Money within such five (5) days, in which case this Agreement shall be null and void and neither party hereto shall have any further rights or obligations hereunder, except as may be set forth in this Agreement. 3. Sale "As Is"; Release of Seller. 3.1. SELLER AND BUYER AGREE THAT BUYER IS ACCEPTING POSSESSION OF THE PROPERTY ON THE CLOSING DATE "AS IS, WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED OTHER THAN AS CONTAINED HEREIN. BUYER SPECIFICALLY ACKNOWLEDGES THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, SELLER'S AGENTS, OR BROKERS AS TO ANY MATTER CONCERNING THE PROPERTY AND THAT EXCEPT AS SET FORTH HEREIN, BUYER IS RELYING ENTIRELY ON ITS OWN INDEPENDENT INSPECTIONS, EXAMINATIONS, STUDIES AND OTHER DUE DILIGENCE ACTIVITY, WITHOUT ANY PHYSICAL OR ENVIRONMENTAL, OR OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SELLER. BUYER AGREES TO PAY FOR AND HAS MADE OR CAUSED TO BE MADE ALL INSPECTIONS, INVESTIGATIONS AND ANALYSES AS IT DEEMS NECESSARY OR APPROPRIATE FOR THE PURPOSE OF DETERMINING COMPLIANCE OR NON-COMPLIANCE BY THE PROPERTY WITH ALL BUILDING, HEALTH, ENVIRONMENTAL, ZONING AND LAND USE LAWS, ORDINANCES, RULES AND REGULATIONS. ANY REPORTS, REPAIRS OR WORK REQUIRED BY BUYER ARE TO BE THE SOLE RESPONSIBILITY OF BUYER AND BUYER AGREES THAT THERE IS NO OBLIGATION ON THE PART OF SELLER TO MAKE ANY CHANGES, ALTERATIONS, OR REPAIR TO THE PROPERTY, AND BUYER ACKNOWLEDGES THAT UPON EXPIRATION OF THE INSPECTION PERIOD, BUYER HAS COMPLETED ITS DUE DILIGENCE WITH RESPECT TO THE PROPERTY TO ITS SATISFACTION. 3.2. BUYER HEREBY EXPRESSLY ASSUMES ALL RISKS, LIABILITIES, CLAIMS, DAMAGES, AND COSTS RESULTING FROM OR ARISING FROM OR RELATED TO 'THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. BUYER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH BUYER DISCOVERS PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT BUYER'S SOLE EXPENSE, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 12. BUYER, FOR BUYER AND BUYER'S SUCCESSORS AND ASSIGNS, RELEASES SELLER AND SELLER'S AGENTS AND REPRESENTATIVES -2- 11 FROM, AND WAIVES ALL CLAIMS AND LIABILITY AGAINST SELLER AND SELLER'S AGENTS AND REPRESENTATIVES FOR, ANY STRUCTURAL, PHYSICAL, OR ENVIRONMENTAL CONDITIONS AT THE PROPERTY AND FURTHER RELEASES SELLER AND SELLER'S AGENTS AND REPRESENTATIVES FROM, AND WAIVES ALL LIABILITY AGAINST SELLER AND SELLER'S AGENTS AND REPRESENTATIVES ATTRIBUTABLE TO, THE STRUCTURAL, PHYSICAL, AND ENVIRONMENTAL, CONDITION OF THE PROPERTY SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 12. The provisions of this Section 3 shall survive Closing. 4. Buyer Contingencies. The obligations of Buyer under this Agreement are contingent upon each of the following: 4.1. Seller Performance. Seller shall have provided Buyer all documentation required by the terms of this Agreement, and shall have performed all obligations contained herein. 4.2. Representations and Warranties. The representations and warranties of Seller contained in this Agreement must be true now and on the Closing Date as if made on the Closing Date in all material respects. 4.3. 'Title. The condition of title of the Property shall have been found acceptable, or been made acceptable, in accordance with the requirements and terms of Section 9 below. 4.4. Government Approvals. Buyer shall have obtained, at its sole cost and expense, on or before December 31, 2012 (the "Financing Contingency Period"), all final governmental approvals necessary in Buyer's judgment in order to make the use of the Property which Buyer intends, including but not limited to state and local tax increment financing, bond allocations and tax credit allocations. Seller shall cooperate in all reasonable respects with Buyer in obtaining such approvals, and shall execute such applications, permits and other documents as may be reasonably required in connection therewith. 4.5. Development Agreement. Buyer and Seller shall on or before May 30, 2012, enter into a development agreement which shall be acceptable to Buyer that will govern the development and use of the Property and the Other Property and shall provide tax increment financing for the project that Buyer intends to construct on the Property and the Other Property. 4.6. Ramsey County Financing. Buyer has received an award of funds from Ramsey County, however, such award of funds shall not be rescinded and Buyer shall receive an award for an additional Two Hundred Ninety -Five Thousand and -3- I.2 No/100 Dollars ($295,000.00), on or before the expiration of the Financing Contingency Period. Seller shall cooperate in all reasonable respects with Buyer in obtaining such approvals, and shall execute such applications, permits and other documents as may be reasonably required in connection therewith. 4.7. Financing. Buyer shall have received, on or before the expiration of the Financing Contingency Period, a commitment for financing necessary and sufficient, in Buyer's opinion, to implement Buyer's plans for and complete the purchase of the Property, including but not limited to state and local tax increment financing, bond allocations and tax credit allocations. 4.8. Other Agreement. Buyer and Seller agree that Buyer has or will enter into a certain Purchase Agreement (the "Other Agreement") with Apache Redevelopment, LLC, for property described on Exhibit C of this Agreement which is adjacent to the Property (the "Other Property"). The closing under the Other Agreement shall occur concurrently with the Closing under this Agreement and Buyer's obligations hereunder are contingent upon closing on the Other Property. 4.9. Default. There shall be no uncured material default by Seller of any of its obligations under this Agreement. 4.10. Inspection Period. Seller shall allow Buyer, and Buyer's agents, access to the Property without charge (but subject to Buyer's indemnification obligations contained herein) and at all reasonable times upon at least two (2) business days' advance written notice by Buyer to Seller for the purpose of Buyer's investigation and testing the same from the date of this Agreement until July 1, 2012 ("Inspection Period"); provided, however, that Buyer shall not conduct any invasive or physical sampling, borings, or testing of soil, groundwater, building materials, or other substances on the Property without Seller's prior written consent (which consent shall not be unreasonably withheld). Buyer shall provide Seller with a copy of all reports conducted to determine the environmental condition of the Property. Buyer shall pay all costs and expenses of such investigation and testing, and shall keep the Property free of any liens arising out of Buyer's activities on the Property, and those of its authorized agents. Buyer shall repair any and all damage to the Property arising from or related to Buyer's or its authorized agents' investigation and testing, and shall restore the Property to substantially the same condition as existed prior to such entry. Buyer shall indemnify, defend and hold Seller and the Property harmless from all costs and liabilities arising from or related to Buyer's or its authorized agents' activities. Prior to the time Buyer avails itself of the rights herein contained to enter upon the Property, Buyer shall deliver to Seller evidence that Buyer and its authorized agents have in effect a fully paid policy of insurance which insures Buyer and Seller against any liability normally covered by a commercial general liability policy to the extent of at least $2,000,000.00 with respect to death of or injury to any one person and with respect to property damage or as otherwise reasonably M 13 requested by Seller. Notwithstanding anything to the contrary in this Agreement, Buyer's obligations to indemnify, defend and hold Seller and the Property harmless and to repair and restore the Property pursuant to this Section 4.10 shall survive the Closing or the earlier termination or expiration of this Agreement. In the exercise of its rights pursuant to this Section, Buyer shall not interfere with the conduct of Seller's operations being conducted on the Property. Notwithstanding anything to the contrary in this Agreement, in no event is Seller obligated to repair any Property defects discovered by Buyer's due diligence investigations. By the Contingency Date, Buyer must be satisfied with the results of all tests and investigations performed by it or on its behalf. If any contingency contained in this Section 4 has not been satisfied on or before the date described herein, and if no date is specified, then the Closing Date, then this Agreement may be terminated by written notice from Buyer to Seller. If termination occurs pursuant to a contingency contained herein, the Earnest Money shall be returned to the Buyer, in which event all documents deposited by Buyer shall be immediately returned to Buyer, and all documents deposited by Seller shall be immediately returned to Seller and neither party will have any further rights or obligations regarding this Agreement or the Property. All the contingencies in this Section 4 are specifically for the benefit of the Buyer, and the Buyer shall have the right to waive any contingency in this Section 4 by written notice to Seller. Seller Continyencies. The obligations of Seller under this Agreement are contingent upon each of the following: 5.1. Buyer Performance. Buyer shall have delivered and executed all monies, items and other instruments required by the terms of this Agreement, and shall have performed all obligations contained herein. 5.2. Representations and Warranties. The representations and warranties of Buyer contained in this Agreement must be true now and on the Closing Date as if made on the Closing Date in all material respects. 5.3. Development Agreement. Buyer, Seller and the City shall have, on or before June 12, 2012, entered in a development agreement that will govern the development and use of the Property and shall provide tax increment financing for the project that Buyer intends to construct on the Property and the Other Property. 5.4. Default. There shall be no uncured material default by Buyer of any of its obligations under this Agreement. If any contingency contained in this Section 5 has not been satisfied on or before the date described herein, and if no date is specified, then the Closing Date, then this Agreement may be terminated by written notice from Seller to Buyer. If termination occurs, Seller shall return the Earnest Money plus any accrued interest to the Buyer, in which event all documents deposited by Buyer shall be immediately returned to Buyer, and all -5- 0 documents deposited by Seller shall be immediately returned to Seller and neither party will have any further rights or obligations regarding this Agreement or the Property. All the contingencies in this Section 5 are specifically for the benefit of the Seller, and the Seller shall have the right to waive any contingency in this Section 5 by written notice to Buyer. 6. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on or before March 1, 2013 (the "Closing Date"). The Closing shall take place at the office of Winthrop & Weinstine, P.A. in Minneapolis, Minnesota or some other location mutually agreeable to Buyer and Seller. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. Closing Documents. 7.1. Seller's Closing Documents. On the Closing Date, Seller shall execute and deliver to Buyer the following (collectively, "Seller's Closing Documents"): 7.1.1. Deed. A Limited Warranty Deed conveying the Property to Buyer ("Deed"), free and clear of all encumbrances, except the Permitted Encumbrances (hereafter defined) in the form of Exhibit 1) attached hereto. 7.1.2. FIRPTA Affidavit. A non -foreign affidavit, properly executed, containing such information as is required by IRC Section 1445(b)(2) and its regulations. 7.1.3. IRS Forms. If applicable, a Designation Agreement designating the "reporting person" for purposes of completing Internal Revenue Form 1099 and, if applicable, Internal Revenue Form 8594. 7.1.4. Well Certificate. If there are "Wells" on the Property within the meaning of Minn. Stat. § 1031.235, a Well Certificate in the form required by law. 7.1.5. Storage Tanks. If the Property contains or contained a storage tank, an affidavit with respect thereto, as required by Minn. Stat. § 116.48(6). 7.1.6. Individual Sewage Treatment Systems. If the Property contains an individual sewage treatment system, a disclosure statement as required by Minn. Stat. 6 115.55. 7.1.7. Closing Statement. A closing statement acceptable to Seller. 7.1.8. Other Documents. All other documents reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. 102 15 7.2. Buyer's Closing Documents. On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, "Buyer's Closing Documents"): 7.2.1. Purchase Price. Funds representing the balance of the Purchase Price, in the form of immediately available U.S. funds by wire transfer. 7.2.2. IRS Form. If applicable, a Designation Agreement designating the "reporting person" for purposes of completing Internal Revenue Form 1099 and, if applicable, Internal Revenue Form 8594. 7.2.3. Authority. Evidence of authority of the person or persons executing documents on behalf of Buyer reasonably acceptable to Seller and the Title Company. 7.2.4. Title Affidavits. Affidavits as may be customarily and reasonably required by the Title Company. 7.2.5. Closing Statement. A closing statement acceptable to Buyer. 7.2.6. Certificate of Real Estate Value. A Certificate of Real Estate Value to be filed with Ramsey County, Minnesota. 7.2.7. Other Documents. All other documents reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein. 8. Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: 8.1. Title Insurance and Closing Fee. Seller will pay all costs of the Title Evidence (hereinafter defined). Buyer shall pay for its Title Policy (hereinafter defined), including, without limitation, all premiums and costs of endorsements thereto, and the fees charged by the Title Company for any escrow required regarding Buyer's Objections. Seller and Buyer will each pay one-half of any closing fee or charge imposed by any closing agent or by the Title Company. 8.2. Recording Costs. Buyer will pay the cost of recording any documents required to be recorded by this Agreement, including, without limitation, the Deed. 8.3. Deed and Mortgage Taxes. Buyer shall pay all state deed tax payable in connection with this transaction. Buyer shall pay all mortgage registry tax payable in connection with Buyer's financing. 8.4. Real Estate Taxes and Special Assessments. All real estate taxes and special assessments due and payable in the years prior to the year in which the Closing -7- 16 occurs shall be paid by Buyer. Real estate taxes due and payable in the year in which Closing occurs, and installments of special assessments payable therewith, shall be pro -rated based upon a calendar year as of the Closing Date. Real estate taxes due and payable in any year subsequent to the year in which Closing occurs, and installments of special assessments payable therewith, shall be the obligation of the Buyer. If Closing occurs before the actual real estate taxes for the year of Closing are known, the apportionment of real estate taxes shall be upon the basis of the real estate taxes for the Property for the immediately preceding year, provided that if the taxes for the current year are determined to be more or less than the real estate taxes for the preceding year, Seller and Buyer shall promptly adjust the proration of real estate taxes and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment. All levied, pending or deferred special assessments against the Property shall be the obligation of Buyer, including, without limitation, all park dedication fees allocable to the Property and special assessments against the Property with respect to the 39°i Street roadway. 8.5. Attorney's Fees. Each of the parties will pay its own attorney's fees, except that a party defaulting under this Agreement or any Closing Document will pay the reasonable attorneys' fees and court costs incurred by the non -defaulting party to enforce its rights hereunder. 8.6. Governmental Fees. Any impact or park dedication fees or other governmental fees paid or payable to any governmental authority with respect to Buyer's use of the Property shall be the sole responsibility of Buyer. 9. Title Examination. Title examination will be conducted as follows: 9.1. Seller's Title Evidence. Seller has furnished or caused to be furnished to the Buyer the following (collectively, "Title Evidence"): (a) that certain Third Supplemental Commitment Number 33830 ("Title Commitment") issued on March 31, 2011 by Commercial Partners Title, LLC ("Title Company") for an ALTA Form 2006 Owner's Policy of 'Title Insurance insuring title to the Property in the amount of the Purchase Price ("Title Policy"); and (b) that certain preliminary ALTA survey prepared by RLK Incorporated dated March 1, 2011. 9.2. Buyer's Objections. Buyer has provided that certain letter dated May 19, 2011 (and attached as Exhibit E to this Agreement) (the "Objection Letter") with written objections to the Title Evidence ("Objections"). Notwithstanding the fact that the Objection Letter was not addressed to Seller, the Buyer and Seller agree that such Objections made in the Objection Letter that affect the Property, shall be considered Objections pursuant to this Agreement. Any matter shown on such Title Evidence and not objected to by Buyer and any matters shown on such Title Evidence that Buyer has waived, accepted, or is deemed to have waived or accepted shall be a "Permitted Encumbrance" hereunder. To the extent any new matters appear on any updates to the Title Evidence, Buyer may properly object to 17 such matters within ten (10) calendar days of receipt of any such updates. Should Buyer fail to timely object to such updates, Buyer shall be deemed to waive any objections thereto. Seller will have until December 31, 2012 to cure the Objections, during which period the Closing will be postponed, if necessary; provided, however Seller shall not be obligated to cure any Objections. If the Objections are not cured by December 31, 2012, Buyer will have the option to do any of the following: 9.2.1. Terminate this Agreement and, notwithstanding Section 2 of this Purchase Agreement, receive a refund of the Earnest Money paid and the interest accrued and unpaid on the Earnest Money. 9.2.2. If the Objections arise from a mortgage, mechanic's lien, tax lien, or any other type of lien or encumbrance which may be satisfied by payment of a defined or quantifiable sum of money, then Buyer may withhold from the Purchase Price an amount which, in the reasonable judgment of Title, is sufficient to assure cure of the Objections. Any amount so withheld will be placed in escrow with Title, pending such cure. If Seller does not cure such Objections within sixty (60) days after such escrow is established, Buyer may then cure such Objections and charge the costs against the escrowed amount. The parties agree to execute and deliver such documents as may be reasonably required by Title, and Seller agrees to pay the charges of Title to create and administer the escrow. 9.2.3. Waive the unsatisfied Objections and proceed to Closing. If Buyer fails to notify Seller in writing before 1:00 P.M. on December 31, 2012 that Buyer has elected to terminate to Section 9.2.1 above, then Buyer shall be deemed to have waived any unsatisfied Objection, and the parties shall proceed to Closing. 10. Operation Prior to Closing. 10.1. During the period from the date of Seller's acceptance of this Agreement to the Closing Date or earlier termination of this Agreement (the "Executory Period"), Seller shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance and insurance against loss by fire, windstorm and other hazards, casualties and contingencies, including vandalism and malicious mischief. Seller shall execute no contracts, leases or other agreements regarding the Property during the Executory Period that are not terminable on or before the Closing Date, without the prior written consent of Buyer, which consent will not be unreasonably withheld. 11. Representations and Warranties by Buyer. Buyer represents and warrants to Seller as follows: -9- PRO 11.1. Existence; Authority. Buyer is duly organized, qualified and in good standing under the laws of the State of Minnesota, and has the requisite power and authority to enter into and perform this Agreement and Buyer's Closing Documents; such documents have been duly authorized by all necessary action; such documents are valid and binding obligations of Buyer, enforceable in accordance with their terms, except as enforceability may be limited by equitable principles or by the laws of bankruptcy, insolvency or other laws affecting creditors' rights generally. 11.2. Recording. Buyer shall not record this Agreement or a memorandum hereof at any time. 12. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows: 12.1. Existence; Authority. Seller is duly organized, qualified and in good standing under the laws of the State of Minnesota, and has the requisite power and authority to enter into and perform this Agreement and Seller's Closing Documents; such documents have been duly authorized by all necessary action; such documents are valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforceability may be limited by equitable principles or by the laws of bankruptcy, insolvency or other laws affecting creditors' rights generally. 12.2. FIRPTA. Seller is not a "foreign person," "foreign partnership," "foreign trust" or "foreign estate," as those terms are defined in Section 1445 of the Internal Revenue Code. 12.3. Wells and Individual Sewage Treatment Systems. The Seller certifies and warrants that there are no "Wells" on the described Property within the meaning of Minn. Stat. § 103I or "Individual Sewage Treatment Systems" on the described Property within the meaning of Minn. Stat. § 115.55. This representation is intended to satisfy the requirements of those statutes. 12.4. Methamphetamine Disclosure. Solely for purposes of satisfying the requirements of Minn. Stat. § 152.0275, to Seller's knowledge, Methamphetamine production has not occurred on the Property. 12.5. No Proceedings or Violations. To Seller's knowledge, no legal or administrative proceedings are threatened or pending against Seller which would adversely affect its right to convey the Property to Buyer as contemplated in this Agreement. To Seller's knowledge, there are no condemnation or eminent domain proceedings pending or threatened with respect to the Property and Seller has received no notice from any governmental agency or authority concerning any issue relating to zoning, health, flood control, fire or any potential violation of any law or 10- 19 ordinance that would prevent Buyer's contemplated use of the Property. To Seller's knowledge, there are no pending or threatened violations of any federal, state, or county law or ordinance concerning the Property that would adversely affect Seller's right to convey the Property to Buyer as contemplated in this Agreement or prevent Buyer's contemplated use of the Property. There are no violations of any City of St. Anthony ordinance concerning the Property that would adversely affect Seller's right to convey the Property to Buyer as contemplated in this Agreement or prevent Buyer's contemplated use of the Property. 12.6. Contract Termination. No service or other contracts will affect the Property at Closing, and Seller, at Seller's expense, covenants to terminate any and all contracts pertaining to the Property prior to Closing. 12.7. Removal of Personal Property. Seller covenants that it will remove all personal property from the Property prior to Closing. Seller shall be liable for all of Buyer's costs to dispose of any personal property left behind after Closing. 12.8. No Leases. Seller represents and warrants that there are no leases for the Property or any portion thereof. 12.9. Seller Financing. To Seller's knowledge, no covenants, conditions or restrictions arising out of any method of Seller's financing of the Property will affect or encumber the Property after Closing. 12.10. Continuing Obligations. To Seller's knowledge, Seller has not contracted or made any agreements which will bind Buyer as successor in interest with respect to the Property. 12.11. Special Assessments. To the Seller's knowledge, the only special assessments levied against the property are for roadway improvements related to 39°i Street (the "Special Assessments"). The approximate outstanding balance of the Special Assessments is $97,500. For a period of one year after the Closing, Seller will indemnify Buyer, its successors and assigns, against, and will hold Buyer, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Buyer incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after Closing and thereafter, all representations and warranties shall expire. Any claims by Buyer with respect to such representations and warranties shall be commenced by written notice to Seller within said one year period or shall be deemed waived by Buyer. Consummation of this Agreement by Buyer with knowledge of any such breach by Seller will constitute a waiver and release by Buyer of any claims due to such breach. The indemnification obligations under this Section 12 shall survive the Closing for one year. LVj Buyer agrees and acknowledges that Seller makes no guarantee, representation or warranty, express or implied, regarding the environmental condition of the Property and, Seller expressly disclaims any and all obligation and liability to Buyer regarding any physical or environmental defects which may exist with respect to the Property. This acknowledgement shall survive the Closing. For purposes of this Section 12, the "Seller's knowledge" shall be the actual knowledge of the Executive Director of the Seller without investigation or inquiry of any kind. There shall be no personal liability to said individuals arising out of said representations and warranties. No knowledge of parties affiliated with, employed by, or related by agency to Seller other than those persons specifically named above, shall be imputed to Seller or to the above-named persons. 13. Condemnation. If, prior to Closing, eminent domain proceedings are threatened or commenced against all or any part of the Property, Seller shall promptly give notice to Buyer, and Buyer shall have the right to terminate this Agreement and receive back all Earnest Money paid, by giving notice within fifteen (15) calendar days after Seller's notice. If Buyer shall fail to give the notice, then the parties shall proceed to Closing, Buyer shall accept the Property subject to the taking without a reduction in the Purchase Price unless such eminent domain proceedings have reduced or will reduce the number of residential apartment units that may be constructed on the Property (in which case, the Purchase Price shall be adjusted pursuant to Section 2 of this Agreement), and Seller shall assign to Buyer all rights to appear in and receive any award from such proceedings. 14. Damage of the Property. If all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause before the Closing, Seller shall promptly give notice to Buyer, and Buyer shall have the right to terminate this Agreement and receive back the Earnest Money by giving Seller written notice thereof within fifteen (15) calendar days after Buyer's receipt of Seller's notice. If Buyer shall fail to give notice of termination within such fifteen -day period, then the parties hereto shall proceed to Closing, Buyer shall accept the Property subject to any casualty damage without a reduction in the Purchase Price, and Seller shall assign to Buyer all rights to insurance proceeds resulting from such event. 15. Broker's Commission. Seller and Buyer represent to each other that they have dealt with no brokers, finders or the like in connection with this transaction, and agree to indemnify and hold each other harmless from all claims, damages, costs or expenses of or for any other such fees or commissions resulting from their actions or agreements regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 16. Assi nment. Either party may assign its rights under this Agreement before or after the Closing with the consent of the other party. Any such assignment will not relieve such assigning party of its obligations under this Agreement. -12- 21 17. Survival. Except for (i) any representations and indemnity obligations of Buyer and Seller which under this Agreement survive Closing for the period so specified therein, (ii) any post -closing obligations of Buyer and Seller specified in this Agreement and (iii) as otherwise specifically provided in this Agreement, none of the agreements, warranties and representations contained herein shall survive Closing. 18. Covenants of Seller. From the date of this Agreement until the Closing Date: 18.1. Seller shall not, without Buyer's prior written consent, (i) petition for a change in the existing zoning (if any) for the Property, (ii) plat or restrict the Property, or (iii) excavate the Property (except to the extent required to perform routine maintenance or repairs). 18.2. Seller shall continue in effect all insurance coverage relative to the Property. 18.3. Seller shall not, without the prior written consent of Buyer, enter into any agreements or contracts relating to the Property which could bind Buyer or the Property after the Closing. 18.4. Seller shall cooperate and join with Buyer as reasonably necessary in any applications for governmental approvals, but without expense to Seller. The parties agree that all zoning or governmental approvals shall be conditioned on, and not be effective until after, the sale of the Property to Buyer, unless otherwise agreed to by Seller. 18.5. To the extent necessary, Seller shall cooperate in all reasonable respects with Buyer in obtaining approvals from any governmental or quasi -governmental entity, and shall execute such applications, permits and other documents as may be reasonably required in connection therewith, all at Buyer's sole cost and expense. 19. Notices. Any notice required or permitted hereunder shall be given by personal delivery upon an authorized representative of a party hereto; or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid; or if transmitted by facsimile copy followed by mailed notice; or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Buyer: St. Anthony Leased Housing Associates II, Limited Partnership 2905 Northwest Boulevard, Suite 150 Plymouth, MN 55441 Attention: Paul R. Sween, Ron Mehl and Mark S. Moorhouse Facsimile #: (763) 354-5633 -13- 22 With Copy to: Winthrop & Weinstine, P.A. Suite 3500 225 South Sixth Street Minneapolis, Minnesota 55402 Attention: John D. Nolde, Esq. Facsimile #: (612) 604-6820 If to Seller: The Housing and Redevelopment Authority of the City of St. Anthony, Minnesota 3301 Silver Lake Road St. Anthony, MN 55418 Attention: Executive Director Facsimile #: (612) 782-3302 With Copy to: Dorsey & Whitney LLP Suite 1500, 50 South Sixth Street Minneapolis, MN 55402 Attention: Jay Lindgren Facsimile #: (952) 516-5636 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit, as aforesaid; provided, however, that if notice is given by deposit, the time for response to any notice by the other party shall commence to run one business day after any such deposit. Any party may change its address for the service of notice by giving notice of such change ten (10) days prior to the effective date of such change. 20. Miscellaneous. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement, and no waiver of any of its terms will be effective unless in a writing executed by the parties. This Agreement binds and benefits the parties and their successors and assigns. This Agreement has been made under the laws of the State of Minnesota and such laws will control its interpretation. 21. Remedies. If Buyer defaults under this Agreement, Seller shall have the right to terminate this Agreement by giving written notice to Buyer. If Buyer fails to cure such default within thirty (30) days of the date of such notice, this Agreement will terminate, and upon such termination, Seller will retain the Earnest Money and any accrued interest as liquidated damages, time being of the essence of this Agreement. The termination of this Agreement and retention of the Earnest Money and any accrued interest will be the sole remedy available to Seller for such default by Buyer, and Buyer will not be liable for damages or specific performance. Seller and Buyer acknowledge and agree that any -14- 23 liability of Buyer to Seller under the indemnities provided for in this Agreement will not be limited by this liquidated damages provision. If Seller defaults under this Agreement, and fails to cure such default within thirty (30) days after receipt of written notice from Buyer (or such reasonably longer period of time if such default is incapable of cure within such thirty -day period), Buyer shall, as its sole and exclusive remedy, be entitled to terminate this Agreement and recover all Earnest Money or seek specific performance of this Agreement by commencing suit thereof within three (3) months after the date of Seller's default. 22. Governmental Official. Seller hereby acknowledges that Buyer is obtaining bond financing and other financing arrangements with the City relating to the purchase of this Property and Seller (and each individual owner of Seller or Seller's parent organization) represents and warrants that he, she or it will not accept any appointment to a City position (employment, committee, council or otherwise) that could interfere and adversely affect Buyer's financing arrangements with the City. 23. Access. Buyer acknowledges and agrees that commercially reasonable, legal pedestrian and vehicular access to a publicly dedicated road need not be direct access, and that Apache Lane and 38°i Avenue Northeast are private roads. 24. Signatures in Counterparts and By Facsimile. The undersigned agree that this Agreement may be signed in any number of counterparts, each of which will constitute an original, and that a facsimile copy of any signature of any party will be deemed as enforceable and effective as an original signature. All such counterparts together will constitute one and the same instrument. 25. Possession; Risk of Loss. Seller shall deliver to Buyer possession of the Property on the Closing Date, subject only to the Permitted Encumbrances. All risk of loss or damage with respect to the Property shall pass from Seller to Buyer on the Closing Date. -15- 24 IN WITNESS WHEREOF, the Seller and Buyer have executed this Agreement as of the date first written above. SELLER: The Housing and Redevelopment Authority of the City of St. Anthony, Minnesota a public body corporate and politic By Chair By Executive Director Tax I.D. Number: 13UYER: St. Anthony Leased Housing Associates II, Limited Partnership, a Minnesota limited partnership By: St. Anthony Leased Housing Associates II, LLC Its: General Partner By: Its: Tax I.D. Number: 27-4812010 4849-0849-7166\3 25 EXHIBIT A (Property Legal Description) That certain real property situated in the City of St. Anthony, County of Ramsey, State of Minnesota legally described as follows: Lots I and 2, Block 1, Huebsch Addition Property Identification No. 31-31-23-33-0011; 31-31-23-33-0012 4849-0849-7166\3 we EXHIBIT B ESCROW AGREEMENT The undersigned, Commercial Partners Title, LLC ("Escrow Agent"), acknowledges'receipt of Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) (the "Deposit") to be held by it pursuant to the Purchase Agreement to which this Escrow Agreement is attached. Escrow Agent agrees to hold the Deposit in accordance with the terms of the Purchase Agreement and disburse the same strictly in accordance with such terms. Escrow Agent shall invest the Deposit in such interest-bearing accounts or instruments as shall be approved by both Buyer and Seller. The party that receives the Earnest Money pursuant to the Purchase Agreement shall be entitled to the interest accrued thereon. Seller and Buyer represent that their respective Tax I.D. Numbers are as follows: Seller, _; Buyer, 27-4812010. Escrow Agent shall have no responsibility for any decision concerning performance or effectiveness of the Purchase Agreement or to resolve any disputes concerning the Purchase Agreement. Escrow Agent shall be responsible only to act in accordance with the joint and mutual direction of both Seller and Buyer, or in lieu thereof, the direction of a court of competent jurisdiction. Escrow Agent will not be responsible for any penalties or loss of interest or any delays in withdrawing funds which may be incurred upon withdrawal of the Earnest Money in accordance with instructions given hereunder except to the extent attributable to Escrow Agent's negligence or intentional acts or omissions. In the event Escrow Agent receives written notice of default, non-performance, dispute or exercise of right under the Purchase Agreement from Seller or Buyer accompanied by a demand for delivery to such party of the Earnest Money, Escrow Agent is immediately to give written notice to the other party of such claim and accompanying demand. In the event the other party fails to dispute or object to such claim and demand within five (5) business days from the date of Escrow Agent's written notice, Escrow Agent is authorized to deliver the Earnest Money to the party making such claim and demand. In the event the other party disputes or objects to the aforesaid claim and demand within the 5 -business day period prescribed herein, Escrow Agent is not to deliver the Earnest Money deposited hereunder without receipt of a mutual agreement of the parties, in writing, or appropriate court order. Subject to the foregoing, this Escrow Agreement will at all times be subject to the joint order of Seller and Buyer and upon such joint order Escrow Agent will deliver the Earnest Money as instructed by such joint order. The fees and charges of the Escrow Agent shall be paid by Buyer. This Escrow Agreement may be executed in any number of counterparts, all of which are considered one and the same Escrow Agreement notwithstanding that all parties hereto have not signed the same counterpart. 4849-0849-7166\3 [Signatures follow] ESCROW AGENT: Commercial Partners Title, LLC By: Its: SELLER: The Housing and Redevelopment Authority of the City of St. Anthony, Minnesota By Chair By Executive Director 13UYER: St. Anthony Leased Housing Associates II, Limited Partnership, By: St. Anthony Leased Housing Associates III, LLC Its: General Partner By: 4849-0849-7166A3 Its 27 r EXHIBIT C (Other Property Legal Description) That certain real property situated in the City of St. Anthony, County of Ramsey, State of Minnesota legally described as follows: Lot 5, Block 1, Silver Lake Village Property Identification No. 31-30-23-33-0021 4849-0849-7166\3 EXHIBIT D (Form of Limited Warranty Deed) LIMITED WARRANTY DEED State Deed Tax: Date: FOR VALUABLE CONSIDERATION, THE HOUSING AND REDEVELOPMENT AUTHORITY OF THF„ CITY OF ST. ANTHONY, MINNESOTA, a public body corporate and politic ("Grantor"), hereby conveys and quitclaims to ST. ANTHONY LEASED HOUSING ASSOCIATES ll, LIMITED PARTNERSHIP, a Minnesota limited partnership ("Grantee"), real property in Ramsey County, Minnesota, legally described on Exhibit A attached hereto together with all hereditaments and appurtenances, subject only to those matters more particularly described in Exhibit B attached hereto and made a part hereof for all purposes ("Permitted Encumbrances"), "This Deed conveys after-acquired title. Grantor warrants that Grantor has not done or sulfered anything to encumber the property, except for the Permitted Encumbrances. Checkaphlicable box: El Grantor certifies that Grantor does not know of any wells on the described real property. ❑ A well disclosure certificate accompanies this document. ❑ I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate. [Signature Page Follows] 4849-0849-7166\3 7_9 30 SIGNATURE PAGE TO LIMITED WARRANTY DEED GRANTOR: 'Che Housing and Redevelopment Authority of the City of St. Anthony, Minnesota By Chair By Executive Director STATE OF MINNESO'T'A COUNTY OF This instrument was acknowledged before me on , by as the of The Housing and Redevelopment Authority of the City of St. Anthony, Minnesota, a public body corporate and politic, on behalf of the public body corporate and politic. (Seal if any) My commission expires: THIS INS'T'RUMENT WAS DRAFTED BY: Dorsey & Whitney LLP (avd) Suite 1500,50 South Sixth Street Minneapolis, MN 55402 TAX STATEMENT FOR THE REAL PROPERTY DESCRIBED IN THIS INSTRUMENT SHOULD BE SENT TO: St. Anthony Leased Housing Associates Il, Limited Partnership 2905 Northwest Boulevard, Suite 150 Plymouth, MN 55441 4849-0849-7166\3 EXHIBIT A TO LIMITED WARRANTY DEED LEGAL DESCRIP'T'ION 4849-0849-7166\3 31 32 4849-0849-7166A3 EXHIBIT B TO LIMITED WARRANTY DEED PERMITTED FNCUMBRANCE,S EXHIBIT E (Objection Letter) 6646575v5 4849-0849-7166\3 33 34 THIS PAGE LEFT INTENTIONALLY BLANK .� ',. r J r -Ik • ��--' � 1 r yr .. R -V•� .� r' 1 rl •�+�L1 1, 111 =1 •.7 r 1 - _ 1. f r. 1 ti •': 1 '� 1.: • '.r •SIL •� :w� rtiL *■ ' . 1 _ rj 1�..■ •.7� ti 1�1 ' •��1 1 ILL - - • ti • Y 1� - ....I Z LL r i _ 1r ' 1 1 1-�-47 ti ■ LCL T'L i� L'�-d--� f Ir Y, ■' Il � 1' m4 - dr! 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R -V•� .� r' 1 rl •�+�L1 1, 111 =1 •.7 r 1 - _ 1. f r. 1 ti •': 1 '� 1.: • '.r •SIL •� :w� rtiL *■ ' . 1 _ rj 1�..■ •.7� ti 1�1 ' •��1 1 ILL - - • ti • Y 1� - ....I Z LL r i _ 1r ' 1 1 1-�-47 ti ■ LCL T'L i� L'�-d--� f Ir Y, ■' Il � 1' m4 - dr! Lr j -L5L W6 _ y jr 1 r J .d L1 91 ••r.' > .■ Ir 1 •x ti{r ��: i• 1� •' r .ti 1'' i� -_ r 5, ;r ri 1% i • t '1 T •�� r _ .. ' .. ` 'F� ti 35 To: Mark Casey — Executive Director From: Stacie Kvilvang Date: June 12, 2012 Subject: Development Agreement - Dominium Senior Housing Project Dominium has submitted a Purchase Agreement (PA) to City's I lousing and Redevelopment Authority (HRA) to purchase the JA Cadawallader and the vacant Fannie Mae parcel from the City's Housing and Redevelopment Authority (PA covers both parcels). In addition to acquisition of the HRA's parcels, they will need to purchase another parcel from Apache Redevelopment LLC (Len Pratt) in order to accommodate the development of 152 unit of senior rental housing. Based upon the above referenced development program, following is a listing of the proposed business terms for the final Development Agreement: 1. Land Use a. Income and Rent Limits. Dominium covenants and agrees to rent at least 20% of the units to seniors at or below 50% of the Area Median Income (AMI). 2. Acquisition a. Closing. Dominium will acquire the land no later than March 1, 2013. b. Purchase Price. The proposed purchase price is for $1,216,000 which equates to $8,000/unit. The HRA's portion of the land sale proceeds are 52.88% of this amount, or $643,021. Dominium will enter into a purchase agreement with Len Pratt for the adjacent property for approximately $572,979 or the remaining 47.12% prorated portion of the $1,216,000 purchase price. c. Purchase Price Adiusunent. Dominium represents that the estimated construction costs of the project are $13,951,371. When they receive their Certificate of Occupancy (CO) they have to provide the City an audited construction cost statement. If based upon this statement (and the receipt of any other grant sources), the actual construction costs are less than $13,951,371, then Dominium will increase the payment for land to $10,000/unit. This means that if either cost savings or grants equaled or exceeded $304,000, the City and Mr. Pratt would be reimbursed this amount on a prorated basis accordingly (up to $160,755 for the HRA and up to $143,245 for Len Pratt). If the amount was less than $304,000, then the City and Len Pratt would be reimbursed at the lower level accordingly (i.e. savings of $200,000 would be prorated back to the City and Len Pratt in the amount of $105,760 to the HRA and $94,240 to Pratt). 10 p 3060 Centre Pointe Drive E H LE RS Roseville, MN 55113-1105 LEADERS IN PUBLIC FINANCE hone: 651697-8506 Fax: 651-697-£3555 skvilvang@eh leis ino,corn 36 Mark Casey Development Agreement - Dominium Senior Housing Project June 12, 2012 Page 2 d. Assessment Agreement. Dominium is required to execute a Minimum Assessment Agreement (MAA) for the project. The MAA will be for $14,440,000 ($85,000/unit) as on January 2"d in the years 2015 through 2029 (for taxes payable in 2016-2030). The end date of 2029 is the legal end year of the TIF district (expires on December 31, 2030). The MAA can be terminated if the State Legislature enacts changes that would cause the property to fall below the MAA amount. 3. Development Timeline Commencement and Completion. The desired commencement date is March 31, 2013and the default date is September 30, 2013. The desired completion date is October 31, 2014 and the default date is December 31, 2014. 4. Tax Increment a. PAYGO TIF Note. The City will issue Dominium a pay-as-you-go TIF note in the principal amount of $1,023,000 (condition precedent to issuing is filing of the MAA). The TIF Note is payable from 90% of the TIF generated from their development and is payable on February 1 and August 1 of every year commencing on August 1, 2015 through February 1, 2031 (15 years which is the remaining term of the TIF district). b. Tax Petitions. If Dominium petitions its market value, the City is only required to pay them TIF based upon the MAA value. Once the petition is settled, then any shortfalls in TIF payments will be made up on the next TIF note payable date (August I or February 1). Dominium is required to inform the City of any tax petitions they submit for the project. c. Assignment of TIF Note. The TIF Note cannot be assigned without the written consent of the City, provided however that such consent shall not be unreasonably be withheld. d. Look Back Provision. As an Exhibit to the Development Agreement, a mutually agreed upon preliminary development proforma for project will be attached. Within 60 days of the earliest of (i) the date of stabilization of the project (93% occupancy), (ii) transfer of the project, or (iii) 3 years after the date of issuance of the CO, Dominium is required to provide the City with actual audited financials showing the actual annualized cumulative Internal Rate of Return (IRR), assuming a sale in the 10th year. If the IRR exceeds 20%, then 50% of the amount in excess of the 20% IRR will go to reduce the principal amount of the TIF Note. 5. Miscellaneous. a. City ConsultimY Costs. Dominium will reimburse the City for all legal and fiscal consulting fees associated with development of the project and creation of the required documents (purchase agreement and development agreement. 37 Mark Casey Development Agreement - Dominium Senior Housing Project June 12, 2012 Page 3 b. Park Dedication Fees. Dominium is required to pay customary park dedication fees. Based upon the City's current fee schedule, it is estimated that the City will receive approximately $228,000 ($1,500/unit). c. Default. If Dominium does not commence construction by September 30, 2013 or finish construction by December 31, 2014, then they shall be in default of the agreement. They will have 30 days to cure the default. If the default is not cured, then the Development Agreement and any TIF assistance will go away. The elements of this transaction are within industry standards that Ehlers has seen within the Metropolitan Area on these types of developments. Please contact me at 651-697-8506 with any questions. THIS PAGE LEFT INTENTIONALLY BLANK HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ST. ANTHONY RESOLUTION NO. 12-06 RESOLUTION RELATING TO A SENIOR RENTAL HOUSING AGREEMENT BY AND AMONG THE CITY OF SAINT ANTHONY, HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF MINNESOTA, AND ST. ANTHONY LEASED HOUSING PARTNERSHIP (THE "DEVELOPER"). WE > DEVELOPMENT MINNESOTA, THE SAINT ANTHONY, ASSOCIATES II, LIMITED WHEREAS, the Developer is proposing to enter into a Senior Rental Housing Development Agreement (the "Development Agreement") with the City of St. Anthony (the "City") and the St. Anthony Housing and Redevelopment Authority (the "Authority"), under which the Developer will acquire approximately 2.65 acres in the Redevelopment Project Area No. 3 (respectively, the "Development Property" and the "Project Area") and construct approximately 152 senior rental housing units, including at least 20% low and moderate income units, and related parking improvements (the "Development"); and WHEREAS, the Development Property consists of three separate parcels of land and the Developer has entered into two purchase and sale agreements to acquire the parcels. To acquire the southern portion of the Development Property (the "Southern Parcel'), the Developer will enter into a purchase and sale agreement with Apache Redevelopment, LLC (the "Southern Parcel Purchase Agreement'). To acquire the two parcels of land which comprise the northern portion of the Development Property (the "Northern Parcels"), the Developer will simultaneously with the execution of the Development Agreement enter into a purchase and sale agreement with the Authority (the "Northern Parcels Purchase Agreement"); and WHEREAS, upon satisfaction of certain conditions set forth in the Development Agreement, the Authority will agree to issue a TIF Note to provide funds to pay for, or reimburse, the Developer for certain Qualified Redevelopment Activities to aid in the redevelopment of the Development Property (the "TIP Note"); and WHEREAS, the Authority believes that the Development Agreement is in the best interests of the residents of the City and the Development will provide environmental benefits, will increase available rental housing, including increased opportunities for new types of housing and low and moderate income housing, including new life cycle housing choices desirable for the community, will remove and prevent the emergence of blight, will increase the tax base of the City, and will otherwise benefit the health, safety, morals and welfare of the residents of the City, in accordance with the public purpose and provisions of the applicable State and local laws and requirements under the Redevelopment Plan. NOW, THEREFORE, BE IT RESOLVED, by the St. Anthony Housing and Redevelopment Authority as follows: That the Chair and Executive Director are authorized to enter into a Senior Rental Housing Development Agreement by and among the City of Saint Anthony, Minnesota, the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota, and St. Anthony Leased Housing Associates II, Limited Partnership. ATTEST: Adopted this 12th day of June, 2012 City Clerk Reviewed for Administration: Chair Executive Director 191 Execution SENIOR RENTAL HOUSING REDEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF SAINT ANTHONY, MINNESOTA, THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA, AND ST. ANTHONY LEASED HOUSING ASSOCIATES 1I, LIMITED PARTNERSHIP June 12, 2012 THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP (JRL) 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 era TABLE OF CONTENTS Page ARTICLE I DEFINITIONS...........................................................................................................2 Section1.1 Definitions.........................................................................................................2 ARTICLE II REPRESENTATIONS AND WARRANTIES........................................................7 Section 2.1 Representations and Warranties of the City......................................................7 Section 2.2 Representations and Warranties of the Authority..............................................8 Section 2.3 Representations and Warranties by the Developer............................................9 ARTICLE III LAND USE AND DEVELOPMENT CONTROLS............................................10 Section 3.1 Restrictions on Development...........................................................................10 .................................14 Section 3.2 Conditions of City/Authority Approval...........................................................10 Section 3.3 Approval of Final Plans...................................................................................1 l Section 3.4 Zoning and Land Use Approvals..................................................................... l l Section 3.5 Building and Construction Permits.................................................................. l I Section 3.6 City/Authority Approval..................................................................................1 I Section 3.7 Income and Rent Limits..................................................................................12 .................................16 ARTICLE IV ACQUISITION OF DEVELOPMENT PROPERTY...........................................12 Section 4.1 Acquisition of Development Property by the Developer................................12 Section 4.2 Relationship of Purchase Agreements and Purchase Price .............................12 Section 4.3 Purchase Price Adjustment Based on Construction Costs...............................12 Section 4.4 Assessment Agreement....................................................................................13 ARTICLE V CONSTRUCTION OF MINIMUM IMPROVEMENTS.. Section 5.1 Minimum Improvements ............................................ Section 5.2 Intentionally Leff Blank .............................................. Section 5.3 Intentionally Left Blank .............................................. Section 5.4 Design Drawings; Preliminary Plans .......................... Section 5.5 Construction Plans ...................................................... Section 5.6 Construction of Minimum Improvements .................. Section 5.7 Reporting Requirements ............................................. Section 5.8 Commencement and Completion of Construction ..... Section 5.9 Effect of Delay............................................................ Section 5.10 Additional Responsibilities of the Developer ............. Section 5.11 Certificate of Completion ........................................... .....................14 .................................14 .................................14 .................................14 .................................14 .................................14 .................................15 .................................15 .................................15 .................................16 .................................16 .................................16 ARTICLE VI QUALIFIED REDEVELOPMENT ACTIVITIES ...................... Section 6.1 Qualified Redevelopment Activities ...................................... i .....................17 .....................17 43 ARTICLE VII DEVELOPMENT TIMELINE............................................................................17 Section 7.1 Minimum Improvement Timeline...................................................................17 ARTICLE VIII DEVELOPER COVENANTS...........................................................................18 Section 8.1 Maintenance and Operation of the Development............................................18 Section 8.2 Compliance with Environmental Requirements..............................................18 Section 8.3 City Consulting Costs......................................................................................18 Section 8.4 Property Taxes.................................................................................................18 Section 8.5 Special Assessments........................................................................................18 ARTICLE IX TAX INCREMENT ASSISTANCE.....................................................................18 Section 9.1 Issuance of TIF Note; Limitations on Reimbursement of Qualified ARTICLE X ENCUMBRANCE OFT I IF DEVELOPMENT PROPERTY..............................23 Section 10.1 Encumbrance of the Development Property....................................................23 Section 10.2 Copy of Notice of Default to Mortgagee.........................................................23 Section 10.3 Mortgagee's Option to Cure Events of Default...............................................23 Section 10.4 Defaults Under Mortgage................................................................................24 Section 10.5 Subordination Agreement................................................................................24 ARTICLE XI INSURANCE........................................................................................................24 Section11.1 Insurance..........................................................................................................24 ARTICLE XII TRANSFER LIMITATIONS AND INDEMNIFICATION...............................25 Section 12.1 Representation as to Development..................................................................25 Section 12.2 Limitations on Transfer...................................................................................26 Section 12.3 Indemnification................................................................................................26 Section 12.4 Limitation........................................................................................................27 ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES....................................................28 Section 13.1 Redevelopment Costs......................................................................................18 Section 9.2 Preconditions to Issuance of TIF Note............................................................19 Section 9.3 Developer Representations..............................................................................19 Section 9.4 Assignment of TIF Note..................................................................................20 Section9.5 Review of Taxes..............................................................................................21 Section 9.6 Business Subsidy Act......................................................................................21 Section 9.7 Tax Increment Adjustments.............................................................................22 ARTICLE X ENCUMBRANCE OFT I IF DEVELOPMENT PROPERTY..............................23 Section 10.1 Encumbrance of the Development Property....................................................23 Section 10.2 Copy of Notice of Default to Mortgagee.........................................................23 Section 10.3 Mortgagee's Option to Cure Events of Default...............................................23 Section 10.4 Defaults Under Mortgage................................................................................24 Section 10.5 Subordination Agreement................................................................................24 ARTICLE XI INSURANCE........................................................................................................24 Section11.1 Insurance..........................................................................................................24 ARTICLE XII TRANSFER LIMITATIONS AND INDEMNIFICATION...............................25 Section 12.1 Representation as to Development..................................................................25 Section 12.2 Limitations on Transfer...................................................................................26 Section 12.3 Indemnification................................................................................................26 Section 12.4 Limitation........................................................................................................27 ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES....................................................28 Section 13.1 Events of Default Defined...............................................................................28 Section 13.2 Developer Events of Default...........................................................................28 Section 13.3 City and Authority Events of Default..............................................................29 Section 13.4 City and Authority Remedies on Default........................................................29 ii Section 13.5 Developer Remedies on Default......................................................................29 Section 13.6 No Remedy Exclusive.....................................................................................29 Section 13.7 No Additional Waiver Implied by One Waiver...............................................30 Section 13.8 Reimbursement of Attorneys' Fees.................................................................30 ARTICLE XIV ADDITIONAL PROVISIONS..........................................................................30 Section 14.1 Conflicts of Interest.........................................................................................30 Section 14.2 Titles of Articles and Sections.........................................................................30 Section 14.3 Notices and Demands......................................................................................30 Section14.4 Counterparts.....................................................................................................31 Section 14.5 Law Governing................................................................................................31 Section 14.6 Consents and Approvals..................................................................................31 Section 14.7 Representatives................................................................................................31 Section 14.8 Superseding Effect...........................................................................................31 Section 14.9 Relationship of Parties.....................................................................................32 Section14.10 Term.................................................................................................................32 Section14.11 Mediation.........................................................................................................32 Section14.12 Venue...............................................................................................................32 Section 14.13 Provisions Surviving Rescission or Expiration...............................................32 Section 14.14 Memorandum of Agreement...........................................................................32 EXHIBITS EXHIBIT A DEVELOPMENT PROPERTY...................................................... A-1 EXHIBIT B DESIGN DRAWINGS.....................................................................8-1 EXHIBIT C INTENTIONALLY LEFT BLANK.................................................Gl EXHIBIT D NORTHERN PARCELS PURCHASE AGREEMENT' ................. D-1 EXHIBITE, DEVELOPMENT PRO FORMA.....................................................E-1 EXHIBIT F TIF NOTE.........................................................................................F-1 EXIIIBIT G CERTIFICATE OF COMPLETION ............................................... G-1 EXHIBIT H FORM OF ASSESSMENT AGREEMEN'I..................................... II -1 EXHIBIT I MEMORANDUM OF AGREEMENT.............................................I-1 iii 45 SENIOR RENTAL HOUSING REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT (this "Agreement') is made and entered into this day of 2012, among the CITY OF SAINT ANTHONY, MINNESOTA, a Minnesota statutory city (the "City"), the HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority"), and ST. ANTHONY LEASED HOUSING ASSOCIATES II, LIMITED PARTNERSHIP, a Minnesota limited partnership (the "Developer"). RECITALS WHEREAS, the City and the Authority have identified an area located in the northwest portion of the City (the "Northwest Quadrant") for study regarding the area's decline and opportunities for potential redevelopment; and WHEREAS, the Authority hired consultants and appointed a citizen -based task force to develop a planning framework for redevelopment of the Northwest Quadrant; and WHEREAS, the consultants and task force developed the Northwest Quadrant Redevelopment Study (the "Northwest Quadrant Plan', dated July 2001, which describes the planning process, the existing conditions and provides redevelopment options for the Northwest Quadrant; and WHEREAS, the City and the Authority reviewed the Northwest Quadrant Plan, and the various findings contained therein, and pursuant to Minnesota Statutes, Sections 469.001 through 469.047 (the "Act"), the Authority has previously formed a redevelopment project designated as the Northwest Quadrant Redevelopment Project to implement the Northwest Quadrant Redevelopment Study; and WHEREAS, a portion of the property in the Northwest Quadrant Redevelopment Project is included in Redevelopment Project Area No. 3 (the "Project Area") established by the Redevelopment Plan for Redevelopment Area No. 3 of the Authority as modified (as so modified the "Redevelopment Plan"). A major component of the Redevelopment Plan is to redevelop blighted areas, prevent the emergence of blight, and foster an increase in commercial development providing jobs, create new rental housing, particularly low and moderate income rental housing, and create new for sale housing appropriate for various life stages of the City's residents and not currently available in the City; and WHEREAS, under Minnesota Statutes, Sections 469.174 through 469.1799, as amended (the "TIFAct"), the Authority is authorized to finance certain qualified redevelopment costs of a redevelopment project with tax increment revenues derived from a tax increment financing district established within a redevelopment project area; and WHEREAS, the City and the Authority have held public hearings to consider the need and desirability for adoption of a tax increment financing plan and the creation and establishment M of the Project Area as a tax increment financing district (the "TIF District') pursuant to the TIF Act, and determined that absent such authorization and the provision of certain funds to undertake various qualified redevelopment activities, the redevelopment contemplated herein would not be undertaken, and as a consequence the Authority and City have adopted a TIF Plan and established the Project Area as the St. Anthony TIF District No. 3-5, a redevelopment TIF District pursuant to the TIF Act; and WHEREAS, the City and the Authority certified the TIF District on December 31, 2003; and WHEREAS, the Developer is proposing to acquire approximately 2.65 acres in the Project Area (the "Development Property") and construct approximately 152 senior rental housing units, including at least 20% low and moderate income units, and related parking improvements (the "Minimum Improvements'; and WHEREAS, the Development Property consists of three separate parcels of land and the Developer has entered into two purchase and sale agreements to acquire the parcels. To acquire the southern portion of the Development Property (the "Southern Parcel"), the Developer will enter into a purchase and sale agreement with Apache Redevelopment, LLC (the "Southern Parcel Purchase Agreement"). To acquire the two parcels of land which comprise the northern portion of the Development Property (the "Northern Parcels"), the Developer will simultaneously with the execution of this Agreement enter into a purchase and sale agreement with the Authority, dated May _, 2012, (the "Northern Parcels Purchase Agreement"); and WHEREAS, upon satisfaction of certain conditions set forth in this Agreement, the Authority has agreed to issue a TIF Note to provide funds to pay for, or reimburse, the Developer for certain Qualified Redevelopment Activities to aid in the redevelopment of the Development Property (the "TIF Note"); and WHEREAS, the Authority believes that the Development is in the best interests of the residents of the City and will provide environmental benefits, will increase available rental housing, including increased opportunities for new types of housing and low and moderate income housing, including new life cycle housing choices desirable for the community, will remove and prevent the emergence of blight, will increase the tax base of the City, and will otherwise benefit the health, safety, morals and welfare of the residents of the City, in accordance with the public purpose and provisions of the applicable State and local laws and requirements under the Redevelopment Plan. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the others as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Cil "Act" means the Municipal Mousing and Redevelopment Act, Minnesota Statutes, Sections 469.001-469.047 et seq., as amended. "Administrative Expenses" means Authority expenses related to the TIF District, as defined in and to the extent permitted by the TIF Act, which shall be ten percent (10%) of the Tax Increment. "Agreement" means this Redevelopment Agreement, as the same may be from time to time modified, amended or supplemented. "Assessment Agreement" means the Assessment Agreement required under Section 4.4 in substantially the form attached as Exhibit H. "Actual Construction Costs" mean the actual total Construction Costs incurred by Developer to Complete Construction and obtain a certificate of occupancy for the Minimum Improvements. "Anticipated Construction Costs" mean the Developer's estimated budget for Construction Costs required to Complete Construction and obtain a certificate of occupancy for the Minimum Improvements, as detailed in Section 4.3 and as shown in the Development Pro Forma. "Anticipated Construction Costs Statement" means a sworn statement of Anticipated Construction Costs provided by the Developer to the Authority. "Audited Construction Cost Statement" means the statement of Actual Construction Costs prepared and certified by a public accountant, as further described in Section 4.3. "Authority" means the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota. "Authority Representative" means the Executive Director of the Authority or his or her designee. "Available Tax Increment" means the Tax Increment received by the Authority less the amount of Tax Increment, if any, which the Authority must pay to the school district, the County and the State pursuant to Minnesota Statutes, Sections 469.177, subds. 9, 10, and 11; 469.176, subd. 4h; and 469.175, subd. la, as the same may be amended from time to time, and less Administrative Expenses. "Board" means the Board of Commissioners of the Authority. "Certificate of Completion" means the certificate in substantially the form attached as Exhibit G signed by the Authority Representative certifying completion of the Minimum Improvements. "City" means the City of Saint Anthony, Minnesota. W "Commence Construction" and "Commencement of Construction" mean (a) the building permit has been issued by the City for construction of the Minimum Improvements, and (b) the Developer has demonstrated sufficient financing to Complete Construction of the Minimum Improvements. "Commencement Date" means the date on which the Developer Commences Construction. "Complete Construction" and "Completion of Construction" means the Developer has received a Certificate of Completion for the Minimum Improvements. "Completion Date" means the date on which the Certificate of Completion is executed by the Authority Representative. "Construction Costs" means the costs of the actual construction of the Minimum Improvements, to be performed pursuant to the construction contract to be entered into by the Developer and its contractor which shall include the costs of labor and materials; the building permits and inspection fees, but shall specifically exclude the costs attributable to any payment and performance bond. "Construction Plans" means the plans, specifications, drawings and related documents for the construction of the Minimum Improvements which shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building inspector of the City. "County" means the County of Ramsey, Minnesota. "Design Drawings" means the site plan, elevations and materials for the Minimum Improvements attached to this Agreement as Exhibit B. "Developer" means St. Anthony Leased Housing Associates II, Limited Partnership, a Minnesota limited partnership, its successors or assigns. "Developer Event of Default" means the occurrence of an Event of Default set forth in Section 13.2. "Development" means the Development Property and the Minimum Improvements. "Development Pro Forma" means the pro forma prepared by Developer attached as Exhibit E. "Development Property" means the real property legally described in the attached Exhibit A, and includes the Southern Parcel and the Northern Parcels. "Equity" means cash contributed by a general partner or limited partner of the Developer for the acquisition, rehabilitation, construction and operation of the Development. "Event of Default' means any of the events described in Sections 13.2 and 13.3. 11 "Final Payment Date" means February 1, 2031. "Final Plans" means the Final Plat and the other plans and specifications the City approves pursuant to this Agreement, the PUD Agreement and the Minimum Improvements to be constructed therein, as the same may be amended from time to time. Final Plans must address the following, to the extent applicable: (i) grading; (ii) wetlands; (iii) surface water quality; (iv) storm water controls, erosion controls and drainage; (v) street and lot layout; (vi) utilities; (vii) landscaping; (viii) basement elevations; (ix) signage; (x) easements for public utilities; (xi) parking; and (xii) building location and exterior building design and appearance. "Final Plat" means the final plat or replat for the Development when approved by the City and the County. "Financing Commitment" means a commitment from a Mortgage lender. "Market Value" means the market value of real property as determined by the assessor of the City in accordance with Minnesota Statutes, Section 273.11 (or as finally adjusted by any assessor, board of equalization, commissioner of revenue or any court). "Memorandum of Agreement" means the document described in Section 14.14 and substantially in the form shown on Exhibit I. "Minimum Improvements" means approximately 152 senior rental housing units, together with related parking facilities, to be constructed by the Developer on the Development Property, as depicted and described on the Design Drawings, attached as Exhibit B. The Minimum Improvements will be further defined and must be constructed in accordance with the Final Plans. 50 "Minimum Improvements Site Plan" means the site plan for the Minimum Improvements, which is included in the Design Drawings attached as Exhibit B. "Minimum Improvements Timeline" means the Minimum Improvements schedule established in Section 7.1. "Mortgage" means any mortgage loan that is secured, in whole or in part, with the Development Property, and which is an approved encumbrance under Article X. "Northern Parcels" means the two parcels of land which comprise the northern portion of the Development Property, as legally described on Exhibit A and depicted on Exhibit B. "Northern Parcel Purchase Agreement" means that purchase and sale agreement between the Developer and the Authority for the Northern Parcels, dated May _, 2012, and attached as Exhibit D. "Preliminary Plarzs" means the preliminary design and architectural plans for the Minimum Improvements submitted by the Developer to the Authority. "PUD Agreement" means the Planned Unit Development Agreement to be negotiated, approved, executed and recorded against the Development Property by the City and the Developer. "Purchase Agreements" means the Northern Parcels Purchase Agreement and the Southern Parcel Purchase Agreement. "Qualified Redevelopment Activities" means a qualified activity under the TIF Act undertaken by the Authority, City or the Developer under this Agreement. The allowable Qualified Redevelopment Activities are set forth in Section 6.1. "Qualified Redevelopment Costs" means a qualified cost under the "TIF Act paid by the Authority or reimbursed by the Authority to the Authority, City or Developer, in any case with reimbursed with Tax Increment funds, payable upon proper certification. "Southern Parcels" means the parcels of land which comprises the southern portion of the Development Property, as legally described on Exhibit A and depicted on Exhibit B. "Southern Parcel Purchase Agreement" means that purchase and sale agreement to be entered into between the Apache Redevelopment, LLC and the Developer for the Southern Parcel, in a form substantially similar to the Northern Parcel Purchase Agreement. "State" means the State of Minnesota. "Tax Increment" means that portion of the ad valorem taxes derived from the Development Property located within the TIF District as computed in accordance with Minnesota Statutes, Section 469.177, as amended or any successor statute, representing the increase in tax capacity over the original net tax capacity, less any deductions allowed or required by the TIF Act. 51 "Tax Official" means any City or County assessor; County auditor; City, 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. "TIFAct" means Minnesota Statutes Sections 469.174-469.1799, as amended, or any successor statutes. "TIF Note" means the Tax Increment revenue note to be issued by the Authority in accordance with the provisions of Article IX hereof, and substantially in the form attached as Exhibit F, to reimburse the Developer for Qualified Redevelopment Costs. "TIF District" means the City's TIP District, designated as District 3-5, which was certified on December 31, 2003. "TIFPlan" means that certain Tax Increment financing plan for the TIP District approved by the Authority and the City. "Unavoidable Delays" means delays, outside the control of the party claiming its occurrence, which are the direct result of (a) unusually severe or prolonged bad weather, (b) acts of God, fire or other casualty to the Minimum Improvements, (c) litigation commenced by third parties which, by injunction or other similarjudicial action, directly results in delays, (d) acts of any federal, State or local governmental unit which directly result in delays, (e) strikes, other labor trouble, (f) delays in delivery of materials for the Minimum Improvements or (g) soil conditions of the Development Property. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of the City. The City makes the following representations and warranties: (a) The City is a Minnesota municipal corporation and a statutory city and has the power to enter into this Agreement and carry out its obligations hereunder. The City has duly authorized the execution, delivery and performance of this Agreement. (b) The City is authorized by law to enter into the various additional agreements contemplated herein; (c) There is not pending, nor to the best of the City's knowledge is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder, or as contemplated hereby or thereby, or the validity or enforceability of this Agreement. (d) No member of the Board of the City or officer of the City, has either a direct or indirect financial interest in this Agreement, nor will any Commissioner of the City or officer of the City, benefit financially from this Agreement within the meaning of Minnesota Statutes, Sections 412.311 and 471.87. 7 52 (e) The City will reasonably cooperate with the Developer with respect to any litigation commenced by third parties with respect to the Development. (f) The City will assist and reasonably cooperate with the Developer in complying with any environmental law, environmental or land use regulation or development review procedure applicable to the Development Property to the extent any federal, state or local law requires the participation of the City. (g) The execution, delivery and performance of this Agreement, and any other documents, instruments or actions required or contemplated pursuant to this Agreement by the City does not, and consummation of the transactions contemplated therein and the fulfillment of the terms thereof will not conflict with or constitute on the part of the City a breach of or default under any existing agreement or instrument to which the City is a party or violate any law, charter or other proceeding or action establishing or relating to the establishment and powers of the City or its officers, officials or resolutions. (h) The City, as regards the Development, is aware of no facts, the existence of which would cause it to be in violation of any state, local or federal environmental law, regulation or review procedure, or which would give any person a valid claim under the Minnesota Environmental Rights Act, Minnesota Statutes, Section 11613.03 et. seq., or the Minnesota Environmental Policy Act, Minnesota Statutes, Chapter I I6D. Section 2.2 Representations and Warranties of the Authority. The Authority makes the following representations and warranties: (a) The Authority is a public body corporate and politic and a governmental subdivision of the State, duly organized and existing under state law, and the Authority has the authority to enter into this Agreement and carry out its obligations hereunder. (b) The Authority has taken all action necessary to create the Project Area and the TIF District and to approve this Agreement and to authorize the execution and delivery of this Agreement, and any other documents or instruments required to be executed and delivered by the Authority pursuant to this Agreement. (c) The execution, delivery and performance of this Agreement, and any other documents or instruments required pursuant to this Agreement by the Authority does not, and consummation of the transactions contemplated therein and the fulfillment of the terms thereof will not, conflict with or constitute on the part of the Authority a breach of or default under any existing (i) indenture, mortgage, deed of trust or other agreement or instrument to which the Authority is a party or by which the Authority or any of its property is or may be bound, or (ii) legislative act, constitution or other proceeding establishing or relating to the, establishment of the Authority or its officers or its resolutions. (d) There is not pending, nor to the best of the Authority's knowledge is there threatened, any suit, action or proceeding against the Authority before any court, arbitrator, administrative agency or other governmental authority that materially and adversely affects the validity of any of the transactions contemplated hereby, the ability of the Authority to perform its 53 obligations hereunder, or as contemplated hereby or thereby, or the validity or enforceability of this Agreement. (e) No member of the Board of the Authority or officer of the Authority, has either a direct or indirect financial interest in this Agreement, nor will any Commissioner of the Authority or officer of the Authority, benefit financially from this Agreement within the meaning of Minnesota Statutes, Section 469.009. (f) The Authority will reasonably cooperate with the Developer and the City with respect to any litigation commenced by third parties with respect to the Development. Section 2.3 Representations and Warranties by the Developer. The Developer represents and warrants that: (a) The Developer is a limited partnership organized and in good standing under the laws of the State, is not in violation of any provisions of its partnership agreement, other organizational documents or the laws of the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its general partners. (b) The Developer will construct, operate and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Redevelopment Plan and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations), except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans approved by the Authority and the City. (c) The Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (d) The execution and delivery of this Agreement, the consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions thereof do not and will not conflict with or result in a breach of any of the terms or conditions of the Developer's organizational documents, any restriction or any agreement or instrument to which the Developer is now a party or by which it is bound or to which any property of the Developer is subject, and do not and will not constitute a default under any of the foregoing or a violation of any order, decree, statute, rule or regulation of any court or of any state or federal regulatory body having jurisdiction over Developer or its properties, including its interest in the Development, and do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of Developer contrary to the terms of any instrument or agreement to which Developer is a party or by which it is bound. (e) The execution and delivery of this Agreement will not create a conflict of interest on the part of the Developer prohibited by Minnesota Statutes, Section 169.009, as amended. 9 54 (i) The Developer would not acquire the Development Property or construct the Minimum Improvements, but for the execution of this Agreement and the tax increment financing assistance made available hereunder. (g) Developer will cooperate with the City and Authority with respect to any litigation commenced by third parties with respect to the Development and the transactions contemplated by this Agreement. (h) There are no pending or threatened legal proceedings, of which the Developer has notice, contemplating the liquidation or dissolution of the Developer or threatening its existence, or seeking to restrain or enjoin the transactions contemplated by the Agreement, or questioning the authority of the Developer to execute and deliver this Agreement or the validity of this Agreement. (i) The Developer has not received any notice from any local, state or federal official that the activities of the Developer or the Authority with respect to the Development Property may or will be in violation of any environmental law or regulation. The Developer is not aware of any state or federal claim filed or planned to be filed by any party relating to any violation of any local, state or federal environmental law, regulation or review procedure, and the Developer is not aware of any violation of any local, state or federal law, regulation or review procedure which would give any person a valid claim under any state or federal environmental statute, including the Minnesota Environmental Rights Act, Minnesota Statutes, Section 11613.03 et. seq., or the Minnesota Environmental Policy Act, Minnesota Statutes, Chapter 116D. 0) The financing commitments which the Developer has obtained or will obtain to acquire the Development Property and to finance construction of the Minimum Improvements, together with financing provided by the Authority pursuant to this Agreement, will be sufficient to enable the Developer to successfully complete the Development in conformance with this Agreement. (k) The Developer will cooperate fully with the Authority and the City in resolution of any traffic, parking, trash removal or public safety problems which may rise in connection with the construction and operation of the Minimum Improvements. ARTICLE III LAND USE AND DEVELOPMENT CONTROLS Section 3.1 Restrictions on Development. The Developer may not construct or permit any Development to occur on any part of the Development Property until the Developer satisfies the conditions described in Section 3.2. After the Developer satisfies the conditions described in Section 3.2, the Developer may not, except upon the termination of this Agreement or otherwise as provided herein, construct or permit any Development to occur on any part of the Development Property until the City has approved Final Plans. Section 3.2 Conditions of City/Authority Approval. Notwithstanding any other provision of this Agreement, the Developer may not construct or permit any construction on any part of the Development Property until the Developer satisfies each of following conditions: 10 55 (a) The Developer acquires fee title to all of the Development Property; (b) The Developer obtains approval of the Final Plans; (c) The Developer executes and records the Memorandum of Agreement and the PUD Agreement and causes any lien holder affecting any of the Development Property to subject its interest as provided herein to this Agreement and the PUD Agreement; (d) The Developer satisfies all of the conditions subsequent to the Council's approval of the Preliminary Plat as set forth in the City's resolution approving the Preliminary Plat; (e) The Developer obtains final approval of the Final Plat; and (f) The Developer has recorded the Final Plat in the real property records of the County. Section 3.3 Approval of Final Plans. No construction may occur until the City and Authority approve the Final Plans. The City and Authority agree to expeditiously consider and approve the Final Plans after their submission, or provide a written indication of the grounds for any disapproval, whereupon the Developer shall correct or modify the Final Plans and resubmit same for approval. The City, Authority and Developer agree to communicate and cooperate to complete the reviews required under Article V in time to Commence Construction in accordance with the Minimum Improvements Timeline in Section 7.1. Section 3.4 Zoning and Land Use Approvals. Nothing in this Agreement shall limit the authority of the City with respect to zoning and land use approvals. Notwithstanding the foregoing, the staff of the City and Authority shall cooperate with the Developer and assist the Developer in the processing and obtaining of zoning and land use approvals. The Developer shall be responsible for applying for and obtaining all land use and zoning approvals necessary for the Development. All zoning and land use approvals shall be by the City Planning Commission or City Council in accordance with the ordinances of the City. Section 3.5 Building and Construction Permits. Nothing in this Agreement shall limit the governmental authority of the City with respect to its building and construction permitting process for the Development. The Developer shall comply with all applicable city building codes and construction requirements and shall be responsible for obtaining all building permits prior to construction. Section 3.6 City/Authority Approval. Whenever this Agreement provides for approval by the Authority or the City, such approval shall be given by the Executive Director of the Authority or the City Manager of the City (or in either case his/her designee), unless (a) this Agreement explicitly provides for approval by the Board of the Authority or the City Council of the City, (b) approval by the Board or Council is required by law or (c) the approval, in the opinion of the Executive Director or City Manager, would result in a material change in the terms of this Agreement. 11 56 Section 3.7 Income and Rent Limits. The Developer covenants and agrees to rent 20% of the total rental units to households with incomes at or below 50% of the area median family income. Area median income is determined by HUD and published on an annual basis. ARTICLE IV ACQUISITION OF DEVELOPMENT PROPERTY Section 4.1 Acquisition of Development Property by the Developer. Under the Southern Parcel Purchase Agreement and the Northern Parcels Purchase Agreement (the "Purchase Agreements', Developer will acquire the Development Property not later than March 1, 2013. Section 4.2 Relationship of Purchase Agreements and Purchase Price. As detailed in the Purchase Agreements, the total purchase price that the Developer will pay for the Development Property will be calculated based on the actual number of senior rental housing units constructed by the Developer. Developer has agreed to pay $8,000 for each senior rental housing unit actually constructed in accordance with this Agreement (the "Purchase Price'. For example, it is currently estimated that the Developer will construct 152 housing units, in which case the Purchase Price would be $1,216,000, which is $8,000 multiplied by 152 units. The Purchase Price will be allocated between the Purchase Agreements according to the relative square footage of the Southern Parcel and the Northern Parcels. The agreed upon allocation of the Purchase Price is that 52.88% will be paid to the Authority under the Northern Parcels Purchase Agreement, and the remaining 47.12% of the Purchase Price paid to Apache Redevelopment, LLC. Accordingly, if the Developer constructs 152 units for a Purchase Price of $1,216,000, the Authority would receive $643,021 and Apache Redevelopment, LLC would receive $572,979. Section 4.3 Purchase Price Adjustment Based on Construction Costs. (a) Developer represents that as of the date hereof, the Anticipated Construction Costs are $13,951,371 as detailed in the Anticipated Construction Costs Statement, included on the Development Pro Forma, attached as Exhibit E. The Authority acknowledges that that Anticipated Construction Costs are preliminary in nature and are based upon the Developer's initial pricing. Developer agrees to adjust the Purchase Price in accordance with this Section 4.3 if Actual Construction Costs are less than the Anticipated Construction Costs. (b) Upon receipt of a certificate of occupancy for the Minimum Improvements, Developer shall, at its sole expense but as a Qualified Redevelopment Cost, cause Novogradae & Company LLP to prepare and deliver to the Authority and the City's financial advisor the Audited Construction Cost Statement. The Developer shall also furnish such additional documentation as the Authority and the City's financial advisor may reasonably request. The Authority shall notify the Developer in writing when the Audited Construction Cost Statement is determined by it to be acceptable. (c) If the Audited Construction Cost Statement demonstrates that Actual Construction Costs are less than the Anticipated Construction Costs, then, within 30 days of receiving written notification from the Authority, the Developer agrees to pay to the Authority an amount equal to 12 57 fifty percent (50%) difference as shown on the Audited Construction Cost Statement, up to a maximum amount of $160,755. Section 4.4 Assessment Agreement. (a) The Developer and the Authority agree to execute an Assessment Agreement in substantially the form attached hereto as Exhibit H. The Developer shall be responsible for obtaining the certification of the County Assessor of the County ("County Assessor") to the Assessment Agreement and for filing the Assessment Agreement against the Development Property. The Assessment Agreement shall specify the Assessor's Minimum Market Value for the Development Property for calculation of real property taxes. Unless the County Assessor requires a lower amount, the Developer agrees to a minimum market value for the Property as of January 2 of each of the years 2015 through 2029 (respecting taxes payable in the years 2016 through 2030, inclusive) of not less than $14,440,000 (such minimum market value is herein referred to as the "Assessor's Minimum Market value'. (b) Nothing in the Assessment Agreement shall limit the discretion of the County Assessor to assign a market value to the Development Property in excess of the Assessor's Minimum Market Value or prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in such market values for property tax purposes; provided however, that the Developer shall not seek a reduction of such market value below the Assessor's Minimum Market Value for any year's assessment for which the Assessment Agreement shall remain in effect. Unless earlier terminated as described above, the Assessment Agreement shall remain in effect with respect to the payable 2016 through the payable 2030 real estate property taxes, both inclusive. (c) The Assessment Agreement must be certified by the County Assessor, as provided in Minnesota Statutes, Section 469.177, Subdivision 8, upon a finding by the County Assessor that the Assessor's Minimum Market Value is reasonable. Pursuant to Minnesota Statutes, Section 469.177, Subdivision 8, the filing by the Developer of the Assessment Agreement in the office of the County Recorder and/or Registrar of Titles, as applicable, shall constitute notice to any subsequent encumbrancer or purchaser of the Development Property (or part thereof), whether voluntary or involuntary, and such Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of or mortgagee under any mortgage. (d) The Developer shall cause the Assessment Agreement to be filed against the Development Property. The Authority shall have no obligation to file the Assessment Agreement or to ascertain whether the Developer has done so. (e) Throughout the term of the Assessment Agreement, the Developer shall take no action, and suffer no circumstances to exist or action to be taken by others (to the extent the Developer may prevent the same), the effect of which would be to render the Development Property or any portion thereof to be no longer generally subject to real property taxation. The Developer agrees that prior to the termination of the Assessment Agreement: 13 (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the taxation of the Development Property determined by any tax official to be applicable or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of the Development Property determined by any tax official or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; and (c) It will not seek any tax deferral or abatement, either presently or prospectively authorized under any State or federal law, of the taxation of the Development Property. (f) The Assessment Agreement will be terminated if a Minnesota statutory change is enacted that causes the assessed valuation of the Development Property to be lower than the Assessor's Minimum Market Value. The Authority will cooperate with the Developer in preparing and executing any reasonable termination documents required if such a statutory change occurs. ARTICLE V CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 5.,1 Minimum Improvements. The Development includes the Minimum Improvements required to be constructed by the Developer, as depicted on the Minimum Improvements Site Plan, included in the Design Drawings, attached as Exhibit B. The Developer agrees to construct approximately 152 senior rental housing units, together with related parking facilities (the "Minimum Improvements"). Section 5.2 Intentionally Left Blank Section 5.3 Intentionally Left Blank Section 5.4 Design Drawings; Preliminary Plans. (a) Prior to the preparation of any Final Plans, the Developer shall submit the Preliminary Plans to the Authority for approval. Based on the Preliminary Plans, the Developer will submit to the Authority for approval the Final Plans. The Developer understands that the Final Plans must be consistent with the Design Drawings, the Redevelopment Plan, this Agreement, the PUD Agreement, and all applicable State and local laws and regulations, insofar as said consistency may be determined at said preliminary stage. (b) The City, Authority and Developer agree to communicate and cooperate to complete the reviews required under this Article V in time to Commence Construction in accordance with the Minimum Improvements Timeline in Section 7.1. Section 5.5 Construction Plans. 14 59 (a) The Developer will deliver or cause to be delivered the Construction Plans to the Authority. Within 15 days after the Authority receives such Construction Plans, the Authority shall review the Construction Plans and will deliver to the Developer a written statement approving the Construction Plans or a written statement rejecting the Construction Plans and specifying the deficiencies in the Construction Plans. The Authority shall approve the Construction Plans if. (i) the Construction Plans substantially conform to the terms and conditions of this Agreement and the PUD Agreement; (ii) the Construction Plans comply with the Final Plans; (iii) the Construction Plans do not violate any applicable federal, State or local laws, ordinances, rules or regulations; and (iv) the Construction Plans demonstrate the Minimum Improvements are of a quality and finish reasonably acceptable to the Authority. If the Construction Plans are not approved by the Authority, then the Developer shall make such changes as the Authority may reasonably require and re -submit the Construction Plans to the Authority and the foregoing approval process will be repeated until the Authority has approved the Construction Plans. (b) The approval of the Construction Plans, or any proposed amendment to the Construction Plans, by the Authority does not constitute a representation or warranty by the Authority that the Construction Plans or the Development comply with any applicable building code, health or safety regulation, zoning regulation, environmental law or other law or regulation, or that the Development will meet the qualifications for issuance of a certificate of occupancy, or that the Development will meet the requirements of the any users of the Development. The Authority's approval of the Construction Plans, or any proposed amendment to the Construction Plans will not constitute a waiver of an Event of Default. (c) The Authority's approval of the Final Plans, Preliminary Plans and Construction Plans shall not relieve the Developer of its obligations (a) to receive the approval of any other City department if such approval is required by City ordinance, (b) standard City licensing or permitting requirements or standard written City policies in connection with the Development, or (c) to comply with the terms and provisions of this Agreement, or the provisions of any applicable federal, state and local laws, ordinances and regulations. Section 5.6 Construction of Minimum Improvements. Subject to the terms and conditions of this Agreement, the Developer agrees to construct the Minimum Improvements on the Development Property in substantial conformance with the approved Construction Plans for the Minimum Improvements. Section 5.7 Reporting Requirements. Prior to delivery of the Certificate of Completion to the Developer, upon the request of the Authority, the Developer will provide the Authority reasonable access to the Development Property. "Reasonable access" means at least one site inspection per week during regular business hours. During construction and marketing of the Minimum Improvements, the Developer will deliver progress reports to the Authority from time to time as mutually agreed upon by the Authority and the Developer. Section 5.8 Commencement and Completion of Construction. Subject to the terms and conditions of this Agreement, the Developer agrees to Commence and Complete Construction of the Minimum Improvements in accordance with the Minimum Improvements Timeline outlined in Article VII. 15 60 Section 5.9 Effect of Delay. The Developer acknowledges that if construction of the Minimum Improvements is delayed, due to Unavoidable Delays or for any other reason, this could affect the amount of Available Tax Increment, and thus the total amount which may be available to pay the TIF Note. Developer acknowledges that if the completion of the construction of the Minimum Improvements is delayed due to Unavoidable Delays or for any other reason, there will be no compensation to Developer or any other party for any reduction in the amount available to pay the TIP Note. Section 5.10 Additional Responsibilities of the Developer. (a) The Developer will construct, operate and maintain, or cause to be operated and maintained, the Minimum Improvements in substantial accordance with the terms of this Agreement, the Redevelopment Plan and all local, State, and Federal laws and regulations (including, but not limited to zoning, building code, and public health laws and regulations), except for variances necessary to construct the Minimum Improvements contemplated in the Construction Plans approved by the City. (b) The Developer will obtain, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. The Authority agrees to use reasonable efforts to assist the Developer in obtaining any permits, licenses and approvals necessary for the construction of the Minimum Improvements in accordance with the Construction Plans approved by the Authority. (c) The Developer will not construct any building or other structures on, over, or within the boundary lines of any public utility easement unless such construction is provided for in such easement or has been approved by the utility involved. (d) The Developer, at its own expense, will replace any public facilities and public utilities damaged during the construction of the Minimum Improvements, in accordance with the technical specifications, standards and practices of the owner thereof. (e) The Developer will prepare, submit and receive approval from the City and its Planning Commission for the subdivision plat for the Development, as applicable and appropriate. (f) The Developer will comply or assure compliance with all applicable local, state and federal environmental laws and regulations, as they relate to the Development Property and the Minimum Improvements constructed thereon. (g) The Developer will pay the park dedication fees upon Commencement of Construction. Section 5.11 Certificate of Completion. The Developer shall notify the Authority when construction of the Minimum Improvements has been substantially completed. 'The Authority shall promptly inspect Minimum Improvements in order to determine whether the Minimum Improvements have been constructed in substantial conformity with the approved Construction Plans. If the Authority determines that the Minimum Improvements have not been 16 61 constructed in substantial conformity with the approved Construction Plans, the Authority shall. deliver a written statement to the Developer indicating in adequate detail the specific respects in which the Minimum Improvements have not been constructed in substantial conformity with the approved Construction Plans and Developer shall promptly remedy such deficiencies. Promptly upon determining that the Minimum Improvements have been constructed in substantial conformity with the approved Construction Plans, the Authority will furnish to the Developer a Certificate of Completion in the form attached hereto as Exhibit II certifying the Completion of Construction. The Certificate of Completion issued for the Minimum Improvements shall conclusively satisfy and terminate the agreements and covenants of the Developer in this Agreement to construct the Minimum Improvements. The Developer shall cause the Certificate of Completion to be recorded in the proper office for recordation of deeds and other instruments pertaining to the Development Property. ARTICLE VI QUALIFIED REDEVELOPMENT ACTIVITIES Section 6.1 Qualified Redevelopment Activities. Eligible Qualified Redevelopment Activities, pursuant to the TIF Plan, include the following: (a) demolition of any structures or improvements required for the Development; (b) any environmental remediation required for the Development; (c) land acquisition and write down including easements and other encumbrances on the Development Property that would preclude the Development, including holding costs; (d) costs of site improvements by the Developer; (e) development of affordable housing; and (f) other eligible Qualified Redevelopment Activities authorized by the Authority. ARTICLE VII DEVELOPMENT TIMELINE Section 7.1 Minimum Improvement Timeline. Time frames for Commencement and Completion of Construction shall be in accordance with the following schedule, subject to Unavoidable Delay. Following Commencement of Construction, Developer must diligently continue construction of the Minimum Improvements in a sequence consistent with normal construction practices. Desired Commencement Date Commencement Desired Coml2letion Date Completion Default Date Default Date 3/31/13 9/30/13 10/31/14 12/31/14 17 62 ARTICLE VIII DEVELOPER COVENANTS Section 8.1 Maintenance and Operation of the Development. Developer will at all times during the term of this Agreement, maintain and operate the Development in a safe and secure way and in compliance with this Agreement and all federal, State and local laws, regulations, rulings and ordinances applicable thereto. Developer shall pay all of the reasonable and necessary expenses of the operation and maintenance of the Development, including all premiums for insurance insuring against loss or damage thereto and adequate insurance against liability for injury to persons or property arising from the Development as required pursuant to this Agreement. Developer shall use its best efforts to ensure that all contractors comply with the safety laws applicable to the construction of the Minimum Improvements. The expenses of operation and maintenance of the Development shall be borne solely by Developer. Section 8.2 Compliance with Environmental Requirements. The Developer shall, in all material respects, comply with all applicable local, State, and federal environmental laws and regulations, and will obtain, and maintain compliance under, any and all necessary environmental permits, licenses, approvals or reviews. As of the date of this Agreement, the Developer has received no notice or communication from any local, State, or Federal official that the activities of the Developer or the Authority under this Agreement may be or will be in violation of any environmental law or regulation. Section 8.3 City Consulting Costs. Developer agrees to pay out of pocket costs of the City and the Authority for the City Consultants in connection with the Development, and all reasonable third party consulting costs of the Developer, including but not limited to costs of the PUD process, architectural and engineering studies for the Development, fiscal analysis, legal fees and all related costs and expenses. The Developer shall pay such costs monthly upon presentation of invoices and other documentation of costs, not more than 30 days after the request for payment is delivered to the Developer. All such costs shall be reimbursable as Qualified Redevelopment Costs. Section 8.4 Property Taxes. The Developer agrees to pay all property taxes on the Development Property as they become due and payable for the duration of this Agreement. Failure to pay property taxes shall be an Event of Default. Section 8.5 Special Assessments. Developer agrees to pay all special assessments levied against the Development Property as they become due and payable for the duration of this Agreement. ARTICLE IX TAX INCREMENT ASSISTANCE Section 9.1 Issuance of TIT Note; Limitations on Reimbursement of Qualified Redevelopment Costs. (a) In order to obtain the amount of Tax Increment contemplated by this Agreement, the Authority will issue, subject to satisfaction of the conditions in this Agreement, a "pay-as- you-go" TIF Note to the Developer with a maximum original principal amount of $1,023,000, 18 63 plus interest on the unpaid principal balance thereof at a rate of 6% which shall be payable solely from Available Tax Increment from the Development as may be adjusted under Section 9.8. The principal of and interest on the'rlF Note shall be payable on February 1 and August 1 in each year, commencing August 1, 2015, through and including February 1, 2031. Interest on the TIP Note shall accrue from its date of issuance and shall be computed on the basis of a 360 day year of twelve 30 -day months. On February 1 and August 1 in each year, commencing on August 1, 2015, through and including February 1, 2031 (each a "Payment Date"), provided that no Developer Event of Default shall have occurred and be continuing hereunder, the Authority hereby pledges and shall pay to the Developer the Available Tax Increment to pay the TIF Note. The Available Tax Increment shall be applied first to pay accrued interest then due on the TIF Note and then to pay the principal of the TIF Note. Any accrued but unpaid interest on the respective TIF Note shall be carried forward to the next Payment Date without interest. (b) The Authority does not represent or warrant the amounts of Available Tax Increment that will be available for payment of the TIF Note. The Authority will not reimburse the Developer for the Qualified Redevelopment Costs from Authority revenues, other than Available Tax Increment, nor guaranty the amount of money which the Developer will receive as a reimbursement, such amount being payable solely from the Available Tax Increment in accordance with this Section. Upon any Event of Default, which Default has not been cured, the Authority may withhold payment of TIF Assistance. Section 9.2 Preconditions to Issuance of TIF Note. (a) T he Authority will issue the TIF Note to the Developer upon satisfaction of the following conditions: (a) the Developer is not in Default under the terms of this Agreement; (b) the Developer has provided a Financing Commitment for the Minimum Improvements in an amount sufficient, together with other funds available, to finance the Construction Costs of the Minimum Improvements; (c) the City has approved the Final Plans; and (d) the Developer has executed the Assessment Agreement. (b) Upon satisfaction of the conditions set forth in paragraph (a) above, the Authority will issue the TIF Note to the Developer. The principal amount of the TIP Note will be the amounts set forth in Section 9.1. Section 9.3 Developer Representations. The Developer makes the following representations to the Authority with respect to the TIP Note: (a) The Developer understands that Available Tax Increment is the sole source of money that is pledged and will be available for the payments due under the TIP Note and if the Available Tax Increment are not sufficient to make the payments due under the TIF Note in full, no right will exist to have taxes levied by the City or the Authority for the payment of the unpaid amounts due under the TIF Note. 19 (b) The Developer is acquiring the TIF Note with the intention of pledging the TIF Note to the Construction Lender. Notice must be given to the Authority prior to any such pledge. The Developer understands that the "TIF Note is not registered or otherwise qualified for sale under the securities laws and regulations of the State or under the Federal securities laws or regulations, the TIF Note is not listed on any stock or other securities exchange, and the TIF Note will not carry a rating from any rating service. Section 9.4 Assignment of TIF Note. The TIF Note shall be not assignable or transferable without the prior written consent of the Authority; provided, however, that such consent shall not be unreasonably withheld or delayed if. (a) the assignee or transferee delivers to the Authority a written instrument acknowledging the limited nature of the Authority's payment obligations under the Note, and (b) the assignee or transferee executes and delivers to the Authority a certificate, in form and substance satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee represents (i) that the Note is being acquired for investment for such assignee's or transferee's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, (ii) that the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same, (iii) that the assignee or transferee is an "accredited investor" within the meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended, (iv) that the assignee or transferee, either alone or with such assignee's or transferee's representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the Note and the assignee or transferee is able to bear the economic consequences thereof, (v) that in making its decision to acquire the Note, the assignee or transferee has relied upon independent investigations made by the assignee or transferee and, to the extent believed by such assignee or transferee to be appropriate, the assignee's or transferee's representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority, or any of its officers, employees, agents, affiliates or representatives, with respect to the value of the Note, (vi) that the Authority has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in the Note, (vii) that the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of the Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the Note, and all such questions have been answered to the full satisfaction of the assignee or transferee, (viii) that the assignee or transferee has evaluated the merits and risks of investment in the Note and has determined that the Note is a suitable investment for the assignee or transferee in light of such party's overall financial condition and prospects, (ix) that the Note will be characterized as "restricted securities" under the federal securities laws because the Note is being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances, and (x) that no market for the Note exists and no market for the Note is intended to be developed. Notwithstanding the foregoing, the Developer may assign and pledge the TIF Note to secure any loan financing the costs of the Development and may transfer the TIF Note to (i) any entity controlling, controlled by or under common control with the Developer or (ii) any entity in 20 65 which the majority equity interest is owned by the parties that have a majority equity interest in the Developer. Section 9.5 Review of Taxes. The Developer acknowledges that the sole source of money to make the payments on the TIF Note is the Available Tax Increment derived from the Development Property and Minimum Improvements. The Developer further acknowledges that any of the following actions taken by the Developer could reduce the Available Tax Increment available to pay the TIF Note below the amount necessary to pay a portion or all of the payment due on the Tax Increment Note. (a) Initiation of administrative or judicial review of the applicability of any tax statute determined by any tax official to be applicable to the Development Property or the Minimum Improvements. (b) Initiation of administrative or judicial review of the constitutionality of any tax statute determined by any tax official to be applicable to the Development Property or the Minimum Improvements. (c) A reduction in the real property taxes paid with respect to the Development Property and the Minimum Improvements through intentional actions such as terminating the business activity conducted on the Development Property, demolishing a portion or all of the Minimum Improvements, seeking a reduction in the assessed market value of the Minimum Improvements through any request, petition, claim, or other proceeding to or before the City assessor, the County assessor, the board of equalization of the City, County, or State, the Commissioner of Revenue of the State, any district court of the State, the Tax Court of the State, or any federal district court. (d) Any application for an abatement or deferral of real property taxes under any applicable statute of the State. (e) Other actions or events outside the control of the Developer or outside the control of the Authority or the City, including a reduction in the Market Value of the Development Property and the Minimum Improvements that are made without a request or petition of the Developer, a reduction in the tax classification of the Development Property and the Minimum Improvements under Minnesota Statutes, Section 273.13, or any successor statute, a reduction in the local tax rates applicable to the Development Property and the Minimum Improvements, or any change to the method of taxing real property that has the effect of reducing the revenues derived from such taxes. (f) The Developer shall notify the City and Authority of any administrative or judicial review affecting the Minimum Improvements or the Development Property. In such event, the Authority will continue to make Tax Increment payments to the Developer based upon the value stated in the Assessment Agreement, with any additional Tax Increment available for payment being withheld from Developer until such time that the administrative or judicial review affecting the Minimum Improvements or the Development Property is finally determined. Section 9.6 Business Subsidy Act. The City and the Authority have determined that the financial assistance contemplated by this Agreement is not a "business subsidy" with the 21 66 meaning of the Minnesota Business Subsidy Act, Minnesota Statutes, Sections 1167.993 through 1167. 995 based on the exception contained in Minnesota Statutes, Section 116J.993, subdivision 3(7). Section 9.7 Tax Increment Adjustments. (a) Generally. 'The financial assistance to the Developer under this Agreement is based on certain assumptions regarding likely costs and expenses associated with constructing the portion of the Minimum Improvements. The Authority and the Developer agree that those assumptions will be reviewed at the times described in this Section, and that the amount of Tax Increment assistance provided under Section 9.1 will be adjusted accordingly. (b) Definitions. For the purposes of this Section, the following terms have the following definitions: "Calculation Date" means 60 days after the earliest of (i) the date of Stabilization for the Minimum Improvements; (ii) the date of any transfer in whole or in part of the Minimum Improvements; or (iii) three years after the date of issuance of the Certificate of Completion for the Minimum Improvements. "Net Operating Income" means all net rental income from the Minimum Improvements received in the last fiscal year prior to the Calculation Date, subject to the following adjustments: (i) if the Minimum Improvements have not reached Stabilization as of the Calculation Date, income will be calculated as the sum of actual rent, from the apartments, garage, storage lockers and miscellaneous income plus assumed rent, garage, storage lockers and miscellaneous income for the space needed to reach 93% lease -up at rates equal to the average rent and garage and storage locker income from actual leases and miscellaneous income as of the Calculation Date; (ii) from that total will be deducted actual fees, operating and management expenses as outlined on Exhibit E hereto (if Stabilization has occurred) or estimated fees, operating and management expenses as if the Minimum Improvements were 93% leased (if Stabilization has not occurred). "Stabilization" means 93% of the Minimum Improvements are leased. (c) Lookback Calculation. On the applicable Calculation Date, the Developer shall deliver to the Authority reasonable evidence of its actual annualized cumulative internal rate of return (the "IRR") from the Minimum Improvements, calculated as of the applicable Calculation Date, along with the estimated annualized cumulative IRR from the Minimum Improvements assuming a sale in the tenth year after the date of issuance of the Certificate of Completion for the Minimum Improvements. The IRR shall be calculated based on equity, revenues and expenses in substantially in the format of the lookback pro forma attached as Exhibit E hereto. The Developer agrees to provide to the Authority any background documentation reasonably related to the financial data, upon written request from the Authority or the Authority's financial consultant. The Authority may, by written request, require Developer to deliver to the Authority a written certificate of a certified public accountant regarding total redevelopment costs and revenues, to be provided at Developer's expense. 22 67 The amount by which the IRR exceeds twenty percent (20%) shall be referred to as the "Excess Percentage." The Excess Percentage, multiplied by Developer's equity in the Minimum Improvements (as calculated for purposes of determining the IRR), is the "Participation Amount." If the Authority determines that there is a Participation Amount, the Authority shall deliver written notice to the Developer stating the Participation Amount and applying fifty percent (50%) of the Participation Amount as prepayment of the outstanding principal amount of the Note, effective upon delivery of such notice. ARTICLE X ENCUMBRANCE OF THE DEVELOPMENT PROPERTY Section 10.1 Encumbrance of the Development Property. Until the Completion Date, neither the Developer nor any successor in interest to the Developer will engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Development Property, or portion thereof, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attach to the Development Property except only on the Development Property and only for the purpose of obtaining funds only to fund land and building acquisition, labor and materials, professional fees, real estate taxes, construction interest, organization and other indirect costs of development, costs of constructing the Minimum Improvements, and an allowance for contingencies. Section 10.2 Copy of Notice of Default to Mortgagee. If the Authority delivers any notice or demand to the Developer with respect to any Event of Default under this Agreement, the Authority will use its best efforts to deliver a copy of such notice or demand to the mortgagee of any Mortgage at the address of such mortgagee provided to the Authority in a written notice from the Developer or the mortgagee, provided that failure of the Authority to give any such notice shall not limit the Authority's ability to exercise any of its remedies under this Agreement. Section 10.3 Mortgagee's Option to Cure Events of Default. Upon the occurrence of an Event of Default, the mortgagee under any Mortgage will have the right, at its option, to cure or remedy such Event of Default. An individual or entity who acquires title to all or a portion of the Development Property through the foreclosure of a mortgage or deed in lieu of foreclosure on such portion of the Development Property remains subject to each of the restrictions set forth in this Agreement and remains subject to all of the obligations of the Developer, or any successor in interest to the Developer, under the terms of this Agreement, but the purchaser at a foreclosure sale or grantee under a deed in lieu of foreclosure shall have no personal liability for a breach of such obligations under this Agreement so long as: (a) The party acquiring title through foreclosure or deed in lieu of foreclosure observes all of the restrictions set forth in the Agreement; (b) 'rhe party who acquired title through foreclosure or deed in lieu of foreclosure does not undertake or permit any other party to undertake any Development on the portion of the Development it owns; 23 In (c) The City has no obligation to approve any plans for development of a portion of the Development Property the foreclosing mortgagee (or mortgagee obtaining a deed in lieu of foreclosure) owns or to issue any related building permits. 'Che purpose of this Section is to permit a foreclosing lender (or mortgagee obtaining a deed in lieu of foreclosure) to hold title to the portion of the Development Property it acquires through foreclosure or deed in lieu of foreclosure, without liability, until it can sell the property it holds to a third party who will assume the obligations of the Developer under the terms of this Agreement and proceed with the Development of the Development Property pursuant to the terms of this Agreement. If, rather than passively holding title to the portion of the Development Property it acquires through foreclosure or deed in lieu of foreclosure, the foreclosing lender (or mortgagee obtaining a deed in lieu of foreclosure) or other purchaser at a foreclosure sale desires to sell portions of the Development Property for continuation of the Development, the purchaser at the foreclosure sale (or mortgagee obtaining a deed in lieu of foreclosure) must assume and perform each of the obligations of the Developer, or the applicable successor to the interest of the Developer, under this Agreement. This Section does not restrict the authority of the Authority to pursue its rights under any outstanding security, exercise remedies otherwise available under this Agreement or suspend the performance of its obligations under this Agreement as otherwise allowed. 'rhe Authority agrees to reasonably cooperate with any foreclosing lender (or mortgagee obtaining a deed in lieu of foreclosure) or other purchaser at a foreclosure sale in pursuing the Development in accordance with this Agreement, including approval of such person as a successor to the rights of the Developer hereunder and taking appropriate actions to allow the benefits and rights hereunder to be realized by such person. Section 10.4 Defaults Under Mortgage. "rhe Developer will use its best efforts to obtain an agreement from any mortgagee under a mortgage on the Development Property (a "Mortgage") that, in the event the Developer is in default under any Mortgage, the mortgagee, within ten (10) days after it becomes aware of any default and prior to exercising any remedy available to it due to such default, will notify the Authority in writing of (i) the fact of default; (ii) the elements of default; and (iii) the actions required to cure the default. If, within the time period required by the Mortgage, the Authority cures any default under the Mortgage, the mortgagee will pursue none of its remedies under the Mortgage based on such default. Section 10.5 Subordination Agreement. In order to facilitate the obtaining of financing for the construction of the Minimum Improvements, the Authority agrees to execute a subordination agreement in form and substance acceptable to the Authority to subordinate the provisions of this Development Agreement to the documents executed in connection with the Construction Loan. ARTICLE XI INSURANCE Section 11.1 Insurance. (a) The Developer shall obtain and continuously maintain insurance on the Development and, from time to time at the request of the Authority, furnish proof to the Authority that the premiums for such insurance have been paid and the insurance is in effect. The insurance coverage described below is the minimum insurance coverage that the Developer 24 Me must obtain and continuously maintain, provided that the Developer shall obtain the insurance described in clause (i) below prior to the commencement of construction of the Development (excluding excavation and footings): (a) 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 Development at the date of completion, and with coverage available in non -reporting form on the so-called "all risk" form of policy. (b) 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 $2,500,000 for each occurrence (to accomplish the above -required limits, an umbrella excess liability policy may be used), written on an occurrence basis. (c) Workers compensation insurance, with statutory coverage. (b) All insurance required in this Article shall be obtained and continuously maintained in responsible insurance companies selected by the Developer or its successors that are authorized under the laws of the State to assume the risks covered by such policies. Unless otherwise provided in this Article, each policy must contain a provision that the insurer will not cancel nor modify the policy without giving written notice to the insured at least thirty (30) days before the cancellation or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, the Developer, or its successor or assign, must renew the existing policy or replace the policy with another policy conforming to the provisions of this Article. In lieu of separate policies, the Developer or its successor or assign, may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein. (c) The Developer, its successor or assign, agrees to notify the Authority promptly in the case of damage exceeding $250,000 in amount to, or destruction of the Development or any portion or Element thereof resulting from fire or other casualty. If rebuilding of the Development occurs through the use of insurance or other proceeds, the Developer, its successors or assigns, agrees to repair, reconstruct and restore the Development to substantially the same or an improved condition or value as it existed prior to the event causing such damage and in a manner consistent with the Design Drawings, unless the Authority consents to revisions, which consent will not be unreasonably withheld. ARTICLE XII TRANSFER LIMITATIONS AND INDEMNIFICATION Section 12.1 Representation as to Development. The Developer represents to the Authority that its purchase of the Development Property, and its other undertakings under this Agreement, are for the purpose of developing a rental housing development, and not for the purpose of speculation in land holding. The Developer acknowledges that, in view of the importance of the development of the Development Property to the general welfare of the 25 70 Authority and the City, and the substantial financing and other public aids that have been made available by the Authority for the purpose of making such development possible, the qualifications and identity of the Developer are of particular concern to the Authority. 'The Developer further acknowledges that the Authority is willing to enter into this Agreement with the Developer because of the qualifications and identity of the Developer. Section 12.2 Limitations on Transfer. The Developer may, with prior written notice to the Authority, sell, assign, convey or transfer in any other mode or manner, all or a portion of this Agreement, the Development Property or the Minimum Improvements to a lender providing financing for the Minimum Improvements. Except as provided above, except in the regular course of business, or easements or other encumbrances necessary for the Minimum Improvements, the Developer will not sell, assign, convey, lease or transfer in any other mode or manner this Agreement, the Development Property or the Minimum Improvements, or any interest therein, without providing written notice to the Authority. The Developer agrees that any sale, assignment, conveyance, use or transfer of this Development Agreement, the Development Property or the Minimum Improvements will include conditions that: (a) Any proposed transferee shall not be exempt from the payment of real estate taxes and shall have the qualifications and financial responsibility necessary and adequate to fidfill the obligations undertaken in this Agreement by the Developer; and (b) Any proposed transferee, in form recordable among the land records shall, for itself and its successors and assigns, and expressly for the benefit of the Authority have expressly assumed all of the obligations of the Developer under this Agreement and the PUD Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject. Section 12.3 Indemnification. (a) The Developer releases from and covenants and agrees that the Authority and the City, their governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the "Indemnified Pat -ties") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Development to the extent not attributable to the gross negligence or willful misconduct of the Indemnified Parties. (b) Except for gross negligence or willful misconduct of the Indemnified Parties, the Developer agrees to indemnify the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including reasonable attorneys' fees) actions or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and 26 71 operation of the Development; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the Authority in this Agreement. (c) The Authority makes no warranties or representations regarding, nor does it indemnify the Developer with respect to, the existence or nonexistence on or in the vicinity of the Development Property or anywhere within the TIF District of any toxic or hazardous substances or wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, or any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601-9657, as amended) (collectively, the "Hazardous Substances"). The foregoing disclaimer relates to any Hazardous Substance allegedly generated, treated, stored, released or disposed of, or otherwise placed, deposited in or located on or in the vicinity of the Development Property or within the TIF District, as well as any activity claimed to have been undertaken on or in the vicinity of the Development Property that would cause or contribute to causing (1) the Development Agreement to become a treatment, storage or disposal facility within the meaning of, or otherwise bring the Development Agreement within the ambit of, the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. § 6901 et sem., or any similar state law or local ordinance, (2) a release or threatened release of toxic or hazardous wastes or substances, pollutants or contaminants, from the Development Property within the meaning of, or otherwise bring any Development Property within the ambit of, CERCLA, or any similar state law or local ordinance, or (3) the discharge of pollutants or effluents into any water source or system, the dredging or filling of any waters or the discharge into the air of any emissions, that would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et M., or any similar state law or local ordinance. Further, the Authority makes no warranties or representations regarding, nor does the Authority indemnify the Developer with respect to, the existence or nonexistence on or in the vicinity of the Development Project or anywhere within the TIF District of any substances or conditions in or on the Development Property that may support a claim or cause of action under RCRA, CERCLA or any other federal, state or local environmental statutes, regulations, ordinances or other environmental regulatory requirements, including without limitation, the Minnesota Environmental Response and Liability Act, Minnesota Statutes, Chapter I I5B. The Authority makes no representations or warranties regarding the existence of any above ground or underground tanks in or about the Development Property, or whether any above or underground tanks have been located under, in or about the Development Property and have subsequently been removed or filled. (d) The Developer waives any claims against the Authority and the City, and their respective members and boards, for indemnification, contribution, reimbursement or other payments arising under federal and state law and the common law or relating to the environmental condition of the land comprising the Development Property. Section 12.4 Limitation. All covenants, stipulations, promises, agreements and obligations of the Authority, the City or the Developer contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority or the Developer, respectively, and not of any governing body member, officer, agent, servant or employee of the Authority or the Developer in the individual capacity thereof. 27 72 ARTICLE XIII EVENTS OF DEFAULT AND Section 13.1 Events of Default Defined. Subject to applicable cure periods, the following shall be "Events of Default' under this Agreement and, whenever it is used in this Agreement, the term "Event of Defati t" shall mean any one or more of the events defined in Sections 13.2 and 13.3. Section 13.2 Developer Events of Default. The following shall be Developer Events of Default: (a) subject to Unavoidable Delays, the Developer shall fail to Commence Construction of the Minimum Improvements by September 30, 2013, or shall fail to proceed with due diligence to Complete Construction of the Minimum Improvements by December 31, 2014, all in conformity with this Agreement. After receiving written notice from Authority or City alerting Developer to its noncompliance with this section, Developer shall have 30 days to remedy its failure to Commence Construction or to proceed with due diligence to Complete Construction of the Minimum Improvements in accordance with the Minimum Improvements Timeline. If Developer remedies its noncompliance during that 30 day cure period, then it shall not be a Developer Event of Default. Notwithstanding the foregoing, if the default reasonably requires more than thirty (30) days to cure, such default shall not constitute a Developer Event of Default, provided that curing of the default is promptly commenced upon receipt by the Developer of the notice of the default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that Developer keeps the Authority well informed at all times of its progress in curing the default; provided in no event shall such additional cure period extend beyond 180 days; (b) subject to Unavoidable Delays, the Developer shall default in or violate its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the completion thereof), or shall abandon or substantially suspend construction work, and any such default, violation, abandonment or suspension is not cured, ended or remedied within 30 days after written demand by the Authority so to do. Notwithstanding the foregoing, if the default reasonably requires more than thirty (30) days to cure, such default shall not constitute an Event of Default, provided that the curing of the default is promptly commenced upon receipt by the Developer of the notice of the default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that Developer keeps the Authority well informed at all times of its progress in curing the default; provided in no event shall such additional cure period extend beyond 180 days; (c) there is, in violation of this Agreement, any conveyance or other transfer of the Development Property or any part thereof, and such violation is not cured within 30 days after written demand by the Authority to the Developer; (d) subject to Unavoidable Delays, failure by Developer to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, and the continuation of such failure for a period of thirty (30) days after written IV 73 notice of such failure from any party hereto. Notwithstanding the foregoing, if the default reasonably requires more than thirty (30) days to cure, such default shall not constitute an Event of Default, provided that the curing of the default is promptly commenced upon receipt by the Developer of the notice of the default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that Developer keeps the Authority well informed at all times of its progress in curing the default; provided in no event shall such additional cure period extend beyond 180 days; or (e) the Developer shall (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar Federal or State law; or (ii) make an assignment for the benefit of its creditors; or (ii) become insolvent or adjudicated a bankrupt; or if a petition or answer proposing the adjudication of Developer, as a bankrupt or its reorganization under any present or future Federal bankruptcy act or any similar Federal or State law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of Developer, or of the Development, or part thereof, shall be appointed in any proceeding brought against Developer, and shall not be discharged within ninety (90) days after such appointed, or if Developer shall consent to or acquiesce in such appointment. Section 13.3 City and Authority Events of Default. Subject to Unavoidable Delays, the failure of the City or the Authority to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, and the continuation of such failure for a period of thirty (30) days after written notice of such failure from any party hereto shall be an Event of Default for the City or the Authority. Section 13.4 City and Authority Remedies on Default. Whenever a Developer Event of Default under occurs, the City and Authority may take whatever action at law or in equity may appear necessary or desirable to the City or the Authority to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Section 13.5 Developer Remedies on Default. Whenever any Event of Default occurs by the City or Authority, the Developer may take whatever action at law or in equity may appear necessary or desirable to the Developer to enforce performance and observance of any obligation, agreement, or covenant of the City or Authority under this Agreement. Nothing in this Agreement shall entitle the Developer to make any claim against the City or the Authority for any damages whatsoever and the Developer's remedies are strictly limited to the foregoing. Section 13.6 No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other available remedy or remedies unless otherwise expressly stated, but each and every such remedy shall be cumulative and -shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority 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 XIII. 29 74 Section 13.7 No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement should be breached by either 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. Section 13.8 Reimbursement of Attorneys' Fees. If the Developer shall default under any of the provisions of this Agreement, the Authority shall employ attorneys or incur other reasonable expenses for the collection of payments due hereunder, or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer contained in this Agreement, the Developer will on demand therefore reimburse the Authority for the reasonable fees of such attorneys and such other reasonable expenses so incurred. ARTICLE XIV ADDITIONAL PROVISIONS Section 14.1 Conflicts of Interest. No member of the Board or other official of the Authority shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Minimum Improvements, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the 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 shall be personally liable to the Authority in the event of any default or breach by Developer or successor or on any obligations under the terms of this Agreement. Section 14.2 Titles of Articles and Sections. Any titles of the several parts, articles and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 14.3 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally to the following addresses, or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. In the case of Developer: St. Anthony Leased Housing Associates II, Limited Partnership 2905 Northwest Boulevard, Suite 150 Plymouth, MN 55441 Attention: Paul R. Sween, Ron Mehl, and Mark S. Moorhouse With a copy to: Winthrop & Weinstine 225 South Sixth Street, Suite 3500 Minneapolis, Minnesota 55402 30 75 Attention: John D. Nolde In the case of the City: City of Saint Anthony 3301 Silver Lake Road NE St. Anthony, Minnesota 55418 Attention: City Manager With a copy to: Dorsey & Whitney LLP Suite 1500, 50 South Sixth Street Minneapolis, Minnesota 55402 Attention: Jay R. Lindgren In the case of the Authority: Housing and Redevelopment Authority City of Saint Anthony 3301 Silver Lake Road NE St. Anthony, Minnesota 55418 Attention: Executive Director With a copy to: Dorsey & Whitney LLP Suite 1500, 50 South Sixth Street Minneapolis, Minnesota 55402 Attention: Jay R. Lindgren Section 14.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 14.5 Law Governine. "Phis Agreement will be governed and construed in accordance with the laws of the State of Minnesota. Section 14.6 Consents and Approvals. In all cases where consents or approvals are required hereunder, such consents or approvals shall not be unreasonably conditioned, delayed or withheld. All consents or approvals shall be in writing in order to be effective. Section 14.7 Representatives. Except as otherwise provided herein, all approvals and other actions required of or taken by the Authority shall be effective upon action by the Authority Representative. All actions required of or taken by Developer shall be effective upon action by a duly authorized officer of the respective party. Section 14.8 Supersedinjz Effect. This Agreement reflects the entire agreement of the parties with respect to the development of the Development, and supersedes in all respects all prior agreements of the parties, whether written or otherwise, with respect to the development of the Development. 31 76 Section 14.9 Relationship of Parties. Nothing in this Agreement is intended, or shall be construed, to create a partnership or joint venture among or between the parties hereto, and the rights and remedies of the parties hereto shall be strictly as set forth in this Agreement. Section 14.10 Term. The term of this Agreement shall be effective from date of this Agreement until the earlier of (a) the date this Agreement is terminated by either party in accordance with the terms of this Agreement, (b) that on which the TIP Note is paid in full, or (c) the date of termination of the TIP District. Section 14.11 Mediation. All claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof, shall be referred to non-binding mediation before, and as a condition precedent to, the initiation of any legal action hereof, provided for herein. Each party agrees to participate in up to four hours of mediation. The mediator shall be selected by the parties, or if the parties are unable to agree on a mediator then any party can request the administrator of the Ramsey County District Court Civil ADR Program and/or similar person, to select a person from its list of qualified neutrals. The mediation shall be attended by employees or agents or each party having authority to settle the dispute. All expenses related to the mediation shall be borne by each party, including without limitation, the costs of any experts or legal counsel. All applicable statutes of limitations and all defense based on the passage of time are tolled while the mediation procedures are pending, and for a period of 30 days thereafter. Section 14.12 Venue. All matters, whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by and determined in accordance with the laws of the State of Minnesota, and the Developer agrees that all legal actions initiated by the Developer or Authority with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued exclusively in the State of Minnesota, Ramsey County, District Court and shall not be removed therefrom to any other federal or state court. Section 14.13 Provisions Surviving Rescission or Expiration. Sections 8.2 and 12.3 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. Section 14.14 Memorandum of Agreement. Neither party shall cause this Agreement to be recorded or filed in the real estate records of the County. However, either party may, at its option, cause a Memorandum of Agreement to be recorded or filed in the form attached as Exhibit I. At the time of execution of this Agreement the parties will also execute and acknowledge the Memorandum of Agreement. The parties acknowledge that as of the date of this Agreement, the Developer is not the fee owner of the Development Property. At such time as the Developer owns fee title to all or any portion of the Development Property, either party may, at its option, cause the Memorandum of Agreement to be recorded against the Development Property and shall record the Memorandum of Agreement with the County. 32 IN WITNESS WHEREOF, the Authority and Developer have caused this Agreement to be duly executed in their names and on their behalf, all on or as of the date first above written. CITY OF SAINT ANTHONY, MINNESOTA By Mayor By City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of May, 2012, by Jerome Faust and Mark Casey, the Mayor and City Manager, respectively, of the City of Saint Anthony, Minnesota, on behalf of the City of Saint Anthony. Notary Public 33 77 78 HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA By: Chair By: Executive Director STATE OF MINNESOTA ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this _ day of May, 2012, by Jerome Faust and Mark Casey, the Chair and Executive Director, respectively, of the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public 34 79 ST. ANTHONY LEASED HOUSING ASSOCIATES II, LIMITED PARTNERSHIP A Minnesota limited partnership By: Its: STATE OF MINNESOTA ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of May, 2012, by ], the [ ] of St. Anthony Leased Housing Associates II, Limited Partnership, a Minnesota limited partnership on behalf of said partnership. Notary Public 35 EXHIBIT A DEVELOPMENT PROPERTY Northern Parcels That certain real property situated in the City of St. Anthony, County of Ramsey, State of Minnesota legally described as follows: Lots 1 and 2, Block 1, Huebsch Addition Property Identification No. 31-31-23-33-0011; 31-31-23-33-0012 Southern Parcel That certain real property situated in the City of St. Anthony, County of Ramsey, State of Minnesota legally described as follows: Lot 5, Block 1, Silver Lake Village Property Identification No. 31-30-23-33-0021 A-] M. EXHIBIT B DESIGN DRAWINGS B-1 EXHIBIT C INTENTIONALLY LEFT BLANK C-1 83 EXHIBIT D NORTHERN PARCELS PURCHASE AGREEMENT D-1 m EXHIBIT E DEVELOPMENT PRO FORMA &1 R-1 85 EXHIBIT F FORM OF TAX INCREMENT NOTE UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF ST. ANTHONY HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ST. ANTHONY, MINNESOTA LIMITED REVENUE TAXABLE TAX INCREMENT NOTE $1,023,000 The HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ST. ANTHONY, MINNESOTA (the WRA'� acknowledges itself to be indebted and, for value received, promises to pay to the order of ST. ANTHONY LEASED HOUSING ASSOCIATES II, LIMITED PARTNERSHIP, or its assigns (the "Developer', solely from the source, to the extent and in the manner hereinafter provided, up to the principal amount of this Limited Revenue Taxable Tax Increment Note (this "Note") as provided in Exhibit A hereto and as otherwise provided herein, together with interest thereon accrued on the unpaid principal balance hereof, at the rate of interest of 6.0% per annum, on the Payment Dates. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to the Developer and mailed to the Developer at its postal address within the United States which shall be designated from time to time by the Developer. The Note is a special and limited obligation and not a general obligation of the IIRA, which has been issued by the HRA pursuant to the Senior Rental Housing Redevelopment Agreement dated 1_1, 2012, between the City of St. Anthony, Minnesota (the "City', the HRA and the Developer (the "Redevelopment Agreernent'� and a resolution of the Board of the LIRA to aid in financing a "project," as defined in Minnesota Statutes, Section 469.174, subdivision 8, of the HRA consisting generally of defraying certain capital and administration costs incurred and to be incurred within and for the benefit of "fax Increment Financing District No. 3-5 (the "TIFDistrict'�. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Redevelopment Agreement. The maximum principal amount of this Note attributable to Qualified Redevelopment Costs shall not exceed $1,023,000. Principal of and interest on this Note shall be payable solely from Available Tax Increment on each February 1 and August 1 commencing August 1, 2015 through and including February 1, 2031 (the "Payment Dates"), on the dates and in the amounts as set forth in Exhibit A attached hereto. On each Payment Date, the HRA shall apply Available Tax Increment to the payment of principal of and interest on this Note then due as provided in Exhibit A; provided, however, that in the event that Available Tax Increment is not sufficient to pay when due the F-1 principal of and interest on this Note and all other Increment Notes issued pursuant to the Redevelopment Agreement, the HRA shall apply the Available Tax Increment to this Note and all other Notes issued pursuant to the Redevelopment Agreement pro rata in proportion to principal and interest then due on each such Note. All payments made by the HRA on this Note shall be applied first to accrued interest and then to the principal amount of this Note. "Available Tax Increment" is defined as any tax increment derived by the HRA from the Development Property portion of the TIF District in any calendar year and remaining after the payment of any Administrative Expenses then due and owing. In the event that Available Tax Increment is not sufficient to pay when due the principal of and interest on this Note, the failure of the HRA to pay the principal of and interest on this Note then due shall not constitute a default hereunder. EXCEPT AS TO THE OBLIGATION TO MAKE PAYMENTS FROM THE TAX INCREMENT, THE NOTE IS NOT A DEBT OF TIIE HRA, THE CITY, OR THE STATE, AND NEITHER THE HRA, THE CITY, THE S"FATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN TAX INCREMENT. This Note may terminate and the IIRA's obligation to make any payments under this Note may be discharged and the HRA shall have no obligation and incur no liability to make any payments hereunder upon the occurrence of an Event of Default by the Developer under the Redevelopment Agreement. The outstanding principal balance due under this Note shall be subject to redemption and prepayment, in whole or in part, at the option of the HRA and, if redemption is in part, installments of principal shall be applied to reduce the principal to become due on this Note in inverse order of maturity, or, at the written direction of the HRA, pro rata from each maturity. The Developer shall never have or be deemed to have the right to compel any exercise of any taxing power of the I -IRA or the City of St. Anthony or any other public body, and neither the HRA nor the City, nor any director, commissioner, council member, board member, officer, employee or agent of the HRA or the City, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. THE I -IRA MAKES NO REPRESENTATION OR WARRANTY THAT THETAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE. The Note shall not be assignable or transferable without the prior written consent of the HRA; provided, however, that such consent shall not be unreasonably withheld or delayed if. (a) the assignee or transferee delivers to the HRA a written instrument acknowledging the limited nature of the HRA's payment obligations under the Note, and (b) the assignee or transferee executes and delivers to the HRA a certificate, in form and substance satisfactory to the HRA, pursuant to which, among other things, such assignee or transferee represents (i) that the Note is being acquired for investment for such assignee's or transferee's own account, not as a nominee F-2 87 or agent, and not with a view to the resale or distribution of any part thereof, (ii) that the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same, (iii) that the assignee or transferee is an "accredited investor" within the meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended, (iv) that the assignee or transferee, either alone or with such assignee's or transferee's representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the Note and the assignee or transferee is able to bear the economic consequences thereof, (v) that in making its decision to acquire the Note, the assignee or transferee has relied upon independent investigations made by the assignee or transferee and, to the extent believed by such assignee or transferee to be appropriate, the assignee's or transferee's representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the HRA, or any of its officers, employees, agents, affiliates or representatives, with respect to the value of the Note, (vi) that the HRA has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in the Note, (vii) that the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the HRA and its representatives concerning the terms of the Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the Note, and all such questions have been answered to the full satisfaction of the assignee or transferee, (viii) that the assignee or transferee has evaluated the merits and risks of investment in the Note and has determined that the Note is a suitable investment for the assignee or transferee in light of such party's overall financial condition and prospects, (ix) that the Note will be characterized as "restricted securities" under the federal securities laws because the Note is being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances, and (x) that no market for this Note exists and no market for the Note is intended to be developed. Notwithstanding the foregoing, the Developer may assign and pledge this Note to secure any loan to finance the costs of the Project and may transfer the Note to (i) any entity controlling, controlled by or under common control with the Developer or (ii) any entity in which the majority equity interest is owned by the parties that have a majority equity interest in the Developer. This Note is issued pursuant to a resolution of the Board of the HRA and is entitled to the benefits thereof, which Resolution is incorporated herein by reference. IT IS HEREBY CER'T'IFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the HRA or the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the HRA or the City to exceed any constitutional or statutory limitation thereon. F-3 Le : IN WITNESS WHEREOF, the Board of the Housing and Redevelopment Authority of the City of St. Anthony, Minnesota, has caused this Note to be executed by the manual signatures of the Chair and the Secretary of the HRA, and has caused this Note to be dated as of Secretary [ATTACH PAYMENT SCHEDULE.] F-4 Chair EXHIBIT G CERTIFICATE OF COMPLETION WHEREAS, the CITY OF SAINT ANTHONY, MINNESOTA, a Minnesota statutory city (the "City"), the HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority"), and ST. ANTHONY LEASED HOUSING ASSOCIATES Il, LIMITED PARTNERSHIP, a Minnesota limited partnership (the "Developer"), have entered into a Rental Housing Redevelopment Agreement executed by and between the Authority and the Developer dated , 2012 (the "Development Agreement") pursuant to which the Developer has agreed to construct the "Minimum Improvements" on the "Development Property" as such terms are defined in the Development Agreement; and WHEREAS, the Developer has to the present date performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the City and the Authority to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that construction of the Minimum Improvements specified to be done and made by the Developer have been completed and the above covenants and conditions in said Development Agreement of the Developer with respect to the construction of the Minimum Improvements have been performed by the Developer, and the County Recorder or the Registrar of Titles in and for the County of Ramsey and State of Minnesota is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfaction of the obligations of the Developer with respect to the construction of the Minimum Improvements. Any remaining obligations under the Development Agreement shall be solely contractual obligations of the Developer, its successors and assigns under the Development Agreement, shall not run with nor be a lien against the Development Property. G-1 M IN WITNESS WHEREOF, the Authority has caused this Certificate of Completion to be executed with by its duly authorized officer as of the day of 20 HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA By: Its: Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this _ _ day of 20 by [ 1, the Executive Director of the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public G-2 91 EXHIBIT H FORM OF ASSESSMENT AGREEMENT THIS ASSESSMENT AGREEMENT, dated as of 2012, by and between the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota (the "Authority") and St. Anthony Leased Housing Associates II, Limited Partnership, a Minnesota limited partnership (the "Developer"), and certified by the County Assessor for Ramsey County, Minnesota (the "Assessor"): WITNESSETH WHEREAS, The City of Saint Anthony, Minnesota (the "City"), the Authority and the Developer entered into the Senior Rental Housing Redevelopment Agreement, dated as of 2012 (the "Development Agreement"), regarding certain real property located in the City of Saint Anthony, Ramsey County, Minnesota; WHEREAS, under the Development Agreement, development rights to a portion of that certain property has been assigned to the Developer, which property is legally described on the Exhibit A attached to and made a part of this Assessment Agreement (the "Development Property"); WHEREAS, the Development Agreement provides that the Developer will construct certain improvements (the "Minimum Improvements") on a portion of the Development Property; WHEREAS, the Authority and the Developer desire to establish a minimum market value for the Development Property, and the Minimum Improvements thereon, all as the same may exist from time to time pursuant to Minnesota Statutes, Section 469.177, Subdivision 8; WHEREAS, the Developer represents that it has acquired and now owns fee title to all of the Development Property; WHEREAS, the Developer, the Authority, and the Assessor have reviewed certain plans for the Minimum Improvements; and WHEREAS, the Developer and the Authority request that the Assessor provide a certification substantially in the form attached as Exhibit B. NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the promises, covenants and agreements herein, do hereby agree as follows: I. As of January 2, 2015 and through 2029, respecting taxes payable 2016 through 2030, inclusive, the minimum market value which shall be assigned to and assessed for the Development Property for purposes of real estate property taxation shall be not less than $14,440,000. It is the express intent hereof that said minimum market value shall apply with respect to the payable 2016 through the payable 2030 real property taxes, both inclusive. H-1 92 2. This Assessment Agreement shall be promptly recorded by the Developer, with the County Recorder and/or the Registrar of Titles (as applicable) of Ramsey County, Minnesota, and shall be filed against the Development Property. 3. Neither any preamble nor any provision of this Assessment Agreement is intended to modify the terms of the Development Agreement. 4. This Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties, shall be governed by and interpreted pursuant to Minnesota law, and may be executed in counterparts, each of which shall constitute an original hereof and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the Authority and the Developer have caused this Assessment Agreement to be executed in their names and on their behalf by their duly authorized representatives all as of the date set forth above. HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA By: --- Chair By: Executive Director STATE OF MINNESOTA ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2012, by Jerome Faust and Mark Casey, the Chair and Executive Director, respectively, of the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public H-2 93 ST. ANTHONY LEASED HOUSING ASSOCIATES II, LIMITED PARTNERSHIP A Minnesota limited partnership By: Its: STATE OF MINNESOTA ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2012, by [_I, the [_I of St. Anthony Leased Housing Associates II, Limited Partnership, a Minnesota limited partnership on behalf of said partnership. Notary Public 1-1-3 M Exhibit A DEVELOPMENT PROPERTY Northern Parcels That certain real property situated in the City of St. Anthony, County of Ramsey, State of Minnesota legally described as follows: Lots 1 and 2, Block 1, Huebsch Addition Property Identification No. 31-31-23-33-0011; 31-31-23-33-0012 Southern Parcel That certain real property situated in the City of St. Anthony, County of Ramsey, State of Minnesota legally described as follows: Lot 5, Block 1, Silver Lake Village Property Identification No. 31-30-23-33-0021 H-4 Exhibit B ASSESSOR'S CERTIFICATE The undersigned, being the duly qualified and acting assessor of the County of Ramsey, Minnesota, hereby certifies that. I am the assessor responsible for the assessment of the Development Property described in the foregoing Assessment Agreement. 2. I have read the foregoing Assessment Agreement dated as of , 2012. I have received and read a duplicate original of the Development Agreement referred to in the Assessment Agreement. 4. I have received and reviewed the architectural and engineering plans and specifications for the Minimum Improvements agreed to be constructed on the Development Property pursuant to the Development Agreement. I have received and reviewed an estimate prepared by the Developer of the cost of the Development Property and Minimum Improvements to be constructed thereon. 6. I have reviewed the market value previously assigned to the Development Property on which the Minimum Improvements are to be constructed, and the minimum market value to be assigned to the Development Property by the Assessment Agreement is a reasonable estimate. 7. I hereby certify that the market value assigned to the Development Property by the Assessment Agreement is reasonable and the market value assigned to the Development Property, for the market value assigned as of January 2, 2015 continuing throughout the term of the Assessment Agreement, shall be not less than $14,440,000. Capitalized terms, when not defined herein, shall have the meanings ascribed to them in the Assessment Agreement. Dated . 2012 County Assessor, Ramsey County, Minnesota H-5 95 96 EXHIBIT I MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF REDEVELOPMENT AGREEMENT (this "Memorandum ") is entered into as of January __, 2012, by and among the CITY OF SAINT ANTHONY, MINNESOTA, a Minnesota statutory city (the "City"), the HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "Authority"), and ST. ANTHONY LEASED HOUSING ASSOCIATES 11, LIMITED PARTNERSHIP, a Minnesota limited partnership (the "Developer ") (City, Authority and Developer are hereinafter collectively referred to as the "Parties"). RECITALS A. The Parties have entered into a certain Redevelopment Agreement dated as of January _, 2012 (the "Agreement"), whereby the Parties have agreed to various aspects of the redevelopment of certain real property more particularly described on Exhibit A attached hereto and made a part hereof, together with all improvements, tenements, easements, rights and appurtenances pertaining to such real property, lying and being in Ramsey County, Minnesota (the "Property"). B. The Parties wish to give notice of the existence of the Agreement and its application to the Property. AGREEMENT NOW, THEREFORE, in considerations of the sum of One and 00/100 Dollar ($1.00) and other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, the Parties agree as follows: The above Recitals are incorporated by reference as if fully set forth herein. 2. Capitalized terms, when not defined herein, shall have the meanings ascribed to them in the Agreement. 3. The Parties have entered into the Agreement to set forth the terms and provisions governing the redevelopment of the Property. 4. This Memorandum has been executed and delivered by the Parties for the purpose of recording and giving notice that a contractual relationship for the redevelopment of the Property has been created between the Parties in accordance with the terms, covenants, and conditions of the Agreement. 5. The terms and conditions of the Agreement are incorporated by reference into this Memorandum as if fully set forth herein. 1-1 97 6. 'Chis Memorandum may be executed separately in counterparts which, when taken together, shall constitute one and the same instrument. [Remainder of page intentionally left blank I-2 IN WITNESS WHEREOF, the Authority and Developer have caused this Memorandum to be duly executed in their names and on their behalf, all on or as of the date first above written. CITY OF SAINT ANTHONY, MINNESOTA By Mayor I3y City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2012, by Jerome Faust and Mark Casey, the Mayor and City Manager, respectively, of the City of Saint Anthony, Minnesota, on behalf of the City of Saint Anthony. Notary Public I-3 M HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT ANTHONY, MINNESOTA By: Chair By: Executive Director STATE OF MINNESOTA ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of 2012, by Jerome Faust and Mark Casey, the Chair and Executive Director, respectively, of the Housing and Redevelopment Authority of the City of Saint Anthony, Minnesota, a body corporate and politic organized and existing under the Constitution and laws of the State of Minnesota, on behalf of said Authority. Notary Public I-4 100 ST. ANTHONY LEASED HOUSING ASSOCIATES 11, LIMITED PARTNERSHIP A Minnesota limited partnership By: Its: STATE OF MINNESOTA ) ss COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 2012, by [ ], the 1 of St. Anthony Leased Housing Associates II, Limited Partnership, a Minnesota limited partnership on behalf of said partnership. Notary Public I-5