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HomeMy WebLinkAboutStatus update on Dunbar Development REQUEST FOR COUNCIL ACTION Date: October 4, 2001 Item No.: Department Approval: Administrator Approval: Agenda Section: P PP PP Zoning Name: Michael P.Gaffro Title: Planning Director Item Description: #2640/2641 Dunbar Development Corp., 2060 Wayzata Blvd. - Status Update (Final Council Approvals Scheduled for Oct. 22) - Review Senior Housing Final Building/Site/Landscaping Plans The Dunbar senior housing/office building project approval process is nearly complete,and final Council actions are tentatively scheduled for the October 22 meeting. In order that Council have as much time as possible to review the final documents, plans and conditions of approval, this item is placed on Council's agenda for discussion October 8 to identify any remaining issues or concerns. This will allow staff 2 weeks to address any outstanding items so that final approvals can be efficiently handled on October 22. List of Exhibits A - Draft Development Agreement B - Draft PUD 2A (Office) Developers Agreement C - Draft PUD 2B (Senior Housing) Developers Agreement D - Draft Preliminary Plat Approval Resolution E - Draft Final Plat Approval and General Development Plan Approval Resolution F - Draft Rezoning and PUD No. 2 Ordinance G - Miller Johnson Steichen Kinnard- Housing revenue Bonds Summary of Terms H - Senior Housing Building Floor Plans and Elevations I - Site Plan, Grading&Erosion Control Plan, Utility Plan J - Senior Housing Landscape Plan Project Staging Planned. Dunbar has had difficulty finding tenants for the office building. As a result, he is splitting the project into 2 phases: Phase 1, the senior housing building, will be commenced late this fall.Phase 2,the office building,will not commence until at least sometime in 2002. Most site work for the office will be delayed as well.Dunbar is also looking at other potential options for the office site. HUD Financing No Longer Proposed. Although Dunbar originally planned to use HUD financing for this project, he concluded that the anticipated delays in completing the HUD process would adversely affect the project schedule. Instead, he has obtained private financing through Miller Johnson Steichen Kinnard, Inc. for underwriting the $8 million Senior Housing Revenue Bonds. Their summary of terms is attached as Exhibit G. #2640/2641 Dunbar Dev. Corp. October 4, 2001 Page 2 Ground Lease. At the time HUD was still the funding source, Dunbar's consultants advised that City ownership of the senior housing land was not feasible based on HUD regulations and policies. Once HUD was no longer in the picture,the City's bond consultants pursued the ground lease option with the new underwriters and were successful in bringing the ground lease back. As currently proposed,the developer will sell Lot 2 to the City for$1,and the City will lease the land back to the developer for 99 years at$1 per year. The lease language will include conditions ensuring the site will be used for senior housing for the term of the lease. Deferral of Park and S&W Connection Fees. A question raised by the developer,especially now that the City will have ownership of the land,is whether the City will `sunset' the deferred sewer& water fees(+$40,000)and deferred Park fees(+$160,000)at the end of the lease,rather than making them due and payable with 99 years of interest at 7%per year.Mr.Dunbar has indicated it has been his understanding throughout the process that the fees would be deferred for as long as the use of the property remained senior housing. Since the development agreement now includes a 99-year ground lease that requires the use to remain senior housing,he believes the fees should not have to be repaid. If the City now requires the fees to be repaid over a shorter time frame, and with interest, this is a substantial change to the initial agreement, and adversely affects his financing package, as well as the project's cash flow and rental rates. If the fees do not `sunset', the deferred amount due with interest at the end of 99 years would be $162 million. Options the Council may want to consider include a long-term deferral without interest; a shorter term deferral without interest, say 10-15 years, at which time the fees become immediately due; and a short term deferral followed by a 5-10 year payment plan. If the fees were forgiven,the City could repay itself with a portion of the final 5 years of the tax increment revenue generated by the development. Senior Housing Building Plans Finalized. The senior housing floor plans and elevation views have been included in your packet for your final review and approval. Building materials include a rockface CMU along the exposed foundation,brick exterior for the lower levels of the front facade (2 levels of 3-story segment, 1 level of 2-story segment), and lap siding for the front upper story as well as for the side and rear facades(see plans,Exhibits H-I-J). Also included are the landscaping plan as well as grading,road,drainage and utility plans. A signage plan including the design of the entrance monuments has been submitted. An exterior lighting plan has yet to be submitted. Wally Case of DSU will be reviewing the landscape plan to confirm its conformity with the landscaping standards of the RPUD District. The Fire Marshal and the Long Lake Fire Chief have also reviewed the final plans and no site plan or building layout changes are anticipated as a result of their review. No detailed plans have been submitted for the office building. If the office eventually is built per the originally approved concept plan,a simple plan review/approval by Council would be necessary before a building permit could be issued. If something other than the office is ultimately proposed, this would require an amendment to the PUD, a more extensive review process. #2640/2641 Dunbar Dev. Corp. October 4, 2001 Page 3 Watershed District Approval Pending. The applicant has submitted stormwater management plans to the Minnehaha Creek Watershed District for approval. As of this writing it is anticipated the MCWD will act on the application on October 25. This is after the anticipated City final approval date of October 22, which obviously presents a timing problem unless Council wants to grant a conditional approval. The only risk in granting conditional approval is that the MCWD could potentially require stormwater plan changes that affect the site layout, in which case the Council would have to review and approve the changes. This appears to be a minimal risk,although we are still waiting for confirmation that the existing pond will handle this development proposal. Comprehensive Plan Approval Set for October 24. Met Council staff are nearing completion of their review of Orono's 2000-2020 CMP(including the Senior Housing amendment)and intend to place the Plan on the Met Council's October 24 Consent Agenda for approval. Again, this is after the October 22 anticipated City approvals;however,we should have a copy of the Met Council final staff report by October 22, which should indicate whether there are any last minute problems. Mn/DOT Plat Review Raises Minor Issues. In a letter received September 28, Mn/DOT has raised a few issues regarding access location and design,drainage,noise impacts on residential uses from Wayzata Boulevard,and the need for temporary easements for reconstruction of the Brown/12 intersection. Staff and the developer are working with Mn/DOT to resolve these minor issues. City Responsible for Certain Off-site Improvements. As part of the TIF financing,the City has agreed to be responsible for certain off-site improvements related to this project. These include: - Street lighting along Wayzata Boulevard matching Long Lake's existing lights - Burial of power lines along Wayzata Boulevard - Sidewalks adjacent to Wayzata Boulevard Turn-lane improvements as may be required by Mn/DOT - Installation of semaphore at intersection of Brown Road North and Wayzata Blvd. - Minor upgrade to sewer lift station These City expenditures are expected to occur mostly in 2002 and are expected to be paid back from TIF proceeds. DOCUMENTS Following is a brief review of each of the(attached)draft documents Council will be presented with for action on October 22: Resolution: Preliminary Plat Approval(Exhibit D). It has been the Council's intent to not grant any final approvals until the end of the review process, and since preliminary plat approval is functionally a commitment to plat acceptance, we have yet to grant preliminary plat approval. Council will be asked to adopt this resolution prior to the Final Plat approval resolution. Resolution: Approval of General Development Plan&Final Plat(Exhibit E). This Resolution documents the process and agreements that have resulted General Development Plan approval and Final Plat approval, and grants those approvals subject to the referenced agreements. #2640/2641 Dunbar Dev. Corp. October 4, 2001 Page 4 PUD 2A Agreement(Office)(Exhibit B). This Agreement documents the conditions of approval for development of the Office site(Phase 2). It establishes approval conditions for the specific site plans, approved uses, nature of the building and site improvements including access, parking, utilities, etc. It requires that the developer or his contractor provide financial security (Letter of Credit) prior to issuance of building permits for construction of site improvements or building construction. Because development of the Office site will be delayed,it requires that Council must approve the final building plans before permits can be issued. It also defines what development aspects are the responsibility of the City and which are the responsibility of the Developer. PUD 2B Agreement(Senior Housing)(Exhibit C). This Agreement documents the conditions of approval for development of the Senior Housing site (Phase 1). It establishes approval conditions for the specific site plans, building plans, landscaping, grading, access, lighting & signage, etc. It also documents the use of TIF finding and the City's intent and conditions regarding the duration of the Senior Housing use. The agreement establishes City or Developer responsibility for various aspects of the development, and requires a Letter of Credit prior to issuance of building permits. Development Agreement Relating To Orono Woods Apartments (Exhibit A). This is the primary agreement between the City,the HRA and Orono Senior Housing LLC that establishes and documents the various financing arrangements including TIF financing,Housing Bonds,etc. This document was prepared by the City's financial consultants, Steve Rosholt of Faegre&Benson LLP and includes the various representations and covenants; details the City obligations for housing bonds and subordinated housing note,deferment of fees,acquisition of the property,and construction of public improvements; establishes limitations on encumbrance,prohibitions against assignment and transfer; establishes conditions of the TIF Note and remedies in the event of default. Attached to this document is the ground lease between the HRA and Orono Senior Housing LLC with appropriate terms and conditions. Additional miscellaneous documents relating to the TIF financing, certificate of completion and partial release format, income certification form, etc. Ordinance: Rezoning, PUD Documentation (Add 10.53 Subd. 9) (Exhibit F). This Ordinance accomplishes the rezoning of Lot 1 from B-1 to B-6,and Lot 2 from B-1 to RPUD,with a concurrent additional section added to the Zoning Code formally establishing the zoning for "Planned Unit Development No. 2 - Dunbar PUD". The allowable uses within Lots 1 and 2 are individually established by ordinance,with development standards as documented in the General Development Plan Approval resolution. COUNCIL ACTION REQUESTED 1. Staff requests that Council review the site plan, landscaping, signage and building plans for the Senior Housing site (Phase 1) attached as Exhibits H-I-J, and advise staff and/or the developer of any issues that need to be addressed before the October 22nd meeting. #2640/2641 Dunbar Dev. Corp. October 4, 2001 Page 5 2. Council is asked to review the various attached approval documents and advise staff of any specific issues,apparent discrepancies or unclear language that should be addressed prior to the October 22 meeting. 3. Council is asked to specifically address the issue of deferred fees. 4. Council should determine whether final approvals will be granted on October 22 if neither Comp Plan approval nor Watershed District approval are finalized by that date. Revised Draft 7/31/01 Revised Draft 9/27/01 CITY OF ORONO HENNEPIN COUNTY,MINESOTA PLANNED UNIT DEVELOPMENT NO. 2A AGREEMENT FOR ORONO AMBAR OFFICE BUILDING (Name of Development) ORONO AMBAR, LLC., A MINNESOTA CORPORATION (Name of Developer) THIS AGREEMENT, made and entered into this day of , 2001, by and between the City of Orono, a municipal corporation organized and existing under the laws of the State of Minnesota(hereinafter called "City"), and Orono Ambar, LLC, a Minnesota Corporation, its heirs, successors and assigns (hereinafter called "Developer"). WITNESSETH: WHEREAS, the Developer has made application to the City Council for approval of a Planned Unit Development rezoning application(PUD)including a comprehensive plan amendment, subdivision to create two buildable lots, and commercial site plan review, for the purpose of developing a 62-unit Senior Housing residential building and a 25,000 s.f. Professional Office building; and WHEREAS, on March 12, 2001 the City Council granted Concept Plan Approval for development of a 62-unit building for senior housing use (the "Senior Housing Building") and a 25,000 s.f.general office building(the"Office Building")per Resolution No.4619,on the condition that the Developer enter into this agreement to provide for conformance with the City's Planned Unit Development(PUD) ordinances,to provide for the installation and maintenance of improvements, and to establish and document the conditions of approval for the Tax Increment Financing (TIF) associated with the Senior Housing element of the development. • Page 1 of 14 NOW, THEREFORE, in consideration of the premises, and of the actual promises and conditions hereinafter contained, it is hereby agreed as follows: A. General Terms and Conditions 1. Property Description. Outlot F, Sugar Woods according to the plat thereof on file in the office of the Registrar of Titles of Hennepin County,Minnesota(sometimes herein referred to as the "Property"). The property description to which this Agreement for the Office Building component of the development applies is Lot 1, Block 1, Orono Ambar. 2. Zoning.The property is zoned as a Planned Unit Development under the Orono planned unit development ordinance with underlying B-6 zoning for the office building component on Lot 1. 3. Permitted Uses. Within Lot 1 the only permitted principal structure is the 25,000 gross s.f., 2 story office building with underground parking in the basement level and additional surface parking as depicted in the site plan (attached hereto as Exhibit A) and approved building plans and elevations(attached hereto as Exhibit B). The permitted use of the office building is general office uses which may include business and professional offices of a general nature, and may include a clinic for human care on an outpatient basis only. The office building shall not be used for general retail use,except that retail uses customarily accessory to the general office use may occur in no more than twenty percent (20%) of the office building gross floor area. Other uses shall not be allowed except by amendment of this PUD agreement. Within Lot 1 the only accessory structures allowed shall include: a) Trash enclosures attached to the principal structures, constructed of materials comparable to and compatible with those of the principal structure; and b)Monument identification signs per the approved plans. No other accessory structures are permitted except by amendment of this agreement. Users shall be obligated to conform to all applicable Orono ordinances and to the provisions of this PUD agreement. The foregoing uses are permitted pursuant to this PUD agreement. 4. Site Access. Internal circulation for Lot 1 shall be via a new private road to be developed within Lots 1 and 2, Block 1, Orono Ambar. The private road shall serve the uses for both Lots 1 and 2.The easterly access point for the private road shall be at Brown Road North per the site plan attached as Exhibit A. The easterly access point shall allow full entrance and exit movements to North Brown Road. Page 2 of 14 A single direct access to Highway 12 shall be developed at a location approximately 500 feet west of the intersection of Brown Road and Highway 12.This direct access shall be restricted to westbound right-in/right-out turning movements, and shall be subject to MnDOT design approval. A third access point located near the northwest corner of Lot 1 shall provide for future access to a future public road which may be constructed within Outlot D, Sugar Woods. At such time that a public road is constructed within said Outlot D,the City shall have the right to connect such public road to the internal road system within Lots 1 and 2 for the purpose of providing additional ingress/egress options for Lots 1 and 2 as well as provide ingress/egress options for properties west of Lot 1. The Developer shall grant to the City public road, drainage and utilities easements over the private road corridor including all surface parking areas,in order that future public use of the roadways is ensured in the event that a future connection to the west is established. Developer shall grant cross easements between Lots 1 and 2 to ensure full use of the internal private road system until such time that the City exercises its easement rights to convert all or a portion of the internal road system to a public road status. It is specifically agreed that the City is not obligated to maintain the private internal road system until such time that the City chooses to convert all or a portion of the internal road system to a public road, and construction of an access connection to a public road in Outlot D, Sugar Woods shall not automatically terminate the private road status of the internal road system. Off-site access improvements that are the responsibility of the developer shall include establishment of the right-in/right-out access curbing for the southerly access.Any turn-lane or acceleration lane improvements or re-striping that may be required by MnDOT for that access shall be the responsibility of the City.Other off-site access improvements that will be the responsibility of the City shall include establishment of the semaphore and related improvements at the intersection of Brown Road North and Highway 12. 5. Building Design and Construction. The office buildings on Lot 1 shall be constructed according to the plans on file with the City. On Lot 1, the plans indicate a two story office building with parking on the basement level. The second story is set back from the first story at the north end of the building to reduce impacts to the residential neighborhood to the north. Windows are also minimized on the north end of the office building to reduce impacts on neighboring properties. The roof is a standard shingle hip roof with pitch established at 5:12 to minimize the impacts of building height. The exterior of the office building shall be Page 3 of 14 of materials consistent with the approved plans attached as Exhibit D. Any accessory structures on Lot 1,if approved, shall be of the same exterior finish and colors as the office building. Construction of the office building on Lot 1 shall be in conformance with the building codes and regulations adopted by the City of Orono. Any changes to the gross square footage, footprint/wall/roof dimensions or defined building height shall require a prior amendment to this Agreement. 6. Landscaping.The landscaping plan attached to this Agreement as Exhibit E shall be strictly adhered to. Within Lot 1, the Developer shall establish and maintain suitable vegetative screening along the northerly boundary of the property sufficient to substantially block direct view of most vehicle headlights from the adjoining Sugar Woods residential properties. Within Lot 1, the Developer shall provide and maintain vegetative screening within the defined rear yard of the office building to minimize the visual impact on the adjoining residential properties. Within Lot 1,Developer shall minimize to the greatest extent possible the removal of existing trees and vegetation along the perimeters of the property,and where feasible shall retain existing trees along the southerly boundary during construction until their removal is necessary to complete the approved landscape plan. The construction limits shall be clearly marked with adequate fencing to prevent construction damage or disturbance of any trees and vegetation outside of the defined construction limits. Any retaining walls to be constructed on Lot 1 as shown on the approved plans shall be of decorative concrete keystone-type block construction of an earthtone color and shall be limited in height and length to the extent necessary to accomplish their intended purpose. 7. Lighting. Site lighting shall adhere to the approved lighting plan attached hereto as Exhibit F. All lighting fixtures shall be located and constructed so as to direct light away from the adjacent residential neighborhood. 8. Signage. Signage on the site shall be limited to the required traffic control signage, and to monument signs provided by the developer at each entrance to the site. The signage shall be limited to a company or development name and/or logo and street address on the monument signs. Design and materials of monument signage shall adhere to the approved Signage Plan attached hereto as Exhibit G. Parking and traffic control signage shall be installed subject to City staff and City Engineer approval, including required stop signs within the parking lots and service drive to ensure safety of pedestrians in parking areas and crossing points. Page 4 of 14 B. Installation and Maintenance of Improvements 9. Improvements: In accordance with the policies and ordinances of the City of Orono, the following described public or private improvements (hereinafter collectively called the "Improvements")shall be constructed,installed and maintained by the Developer according to the terms and conditions contained in this PUD Agreement: (a) Site grading, roadways and driveways, curb and gutter, parking lots, sidewalks, retaining walls and all necessary erosion control measures per the approved Grading, Drainage & Erosion Control Plan attached hereto as Exhibit B (hereinafter called "site grading improvements"); (b) Sanitary sewer and water lines and facilities (hereinafter called "sewer and water improvements")and storm sewer lines and facilities(hereinafter called"stormwater improvements") per the approved Utility Plan attached hereto as Exhibit C. Relocation of the existing gravity sewer line extending from Brown Road North to the lift station near the southeast corner of Lot 2, as required by the City pursuant to the letters attached hereto as Exhibits I and J, shall be the responsibility of Sidney B. Rebers, seller of Outlot F, Sugar Woods. (c) Underground natural gas,electric,cable and telephone service to be arranged by the Developer with the utility companies involved(hereinafter called the "other utility improvements"); (d) Landscaping and site revegetation improvements per the approved Landscaping Plan attached hereto as Exhibit E (hereinafter called "landscaping improvements"). (e) Traffic control signage subject to approval by the City Engineer and Public Services Director. (1) Any additional improvements listed within the Site Improvements Cost Estimate attached hereto as Exhibit H. 10. Construction Plans: Detailed plans and specifications for the complete installation of the Improvements shall be submitted by the Developer for the approval of the City prior to issuance of applicable City permits. The Plans and Specifications shall conform to all current City standards for all applicable work and shall comply with the terms of this PUD Agreement. Page 5of14 11. Construction of Improvements: (a) Commencement Date - The construction of Improvements shall begin no later than December 31, 2002. (b) Completion Date-All Improvements shall be completed no later than December 31, 2003. (c) Contractors - The Developer shall select, retain and supervise the Contractor(s) responsible for Improvement construction. The City reserves the right to require satisfactory proof of successful experience and adequate financial status of any such contractor. Where required by City ordinance, the contractor shall first obtain a license from the City. (d) Pre-Construction Conference - Prior to the start of any construction, the Developer and the Developer's Contractor shall meet with the responsible City official to review construction plans and schedules. (e) Permits-Prior to the start of any construction,the Developer's Contractor shall apply for and receive all necessary permits from the City and/or government agencies having jurisdiction. (f) Permits-Prior to the start of any construction,the Developer's Contractor shall apply for and receive all necessary permits from the City and/or government agencies having jurisdiction. Required City permits relative to the Improvements include the following: Site Grading Permit; Utility Construction Permit; Sewer and Water Connection Permits. (g) Construction - The construction, installation and materials shall be in accordance with the plans and specifications approved by the City. (g) Insurance - The Developer will cause each person who constructs and installs any Improvement to maintain complete insurance coverage including Workmen's Compensation, Liability and Property Damage. Page 6 of 14 12. Performance Deposit: For the purposes of assuring to the City that the Improvements will be completed according to the terms of this agreement, and that the Developer will pay or will cause to have paid all claims for work done and materials and supplies furnished, the Developer or his General Contractor will deposit with the City prior to issuance of site grading and building permits an irrevocable letter of credit in a form satisfactory to the City providing that the City is able to draw upon such letter of credit in its sole discretion to complete the Improvements if the Developer fails to satisfactorily complete the work prior to the completion date specified in Section 11 above. The amount of such deposit is $ per the schedule attached to this document as Exhibit H. The amount of such deposit shall not be reduced before substantial completion of the Improvements. The letter of credit shall expire no sooner than six months after the completion date specified in Section 11 above. 13. Fees and Expenses: The Developer agrees to pay all City fees required per the current City Fee Schedule and further agrees to completely reimburse the City for all the variable additional expenses it incurs in regard to the review and approval of the Improvements including, but not limited to, direct City payroll and overhead, costs, and fees paid to consultants and other professionals, which are not covered by City application fees. 14. Maintenance. The Developer shall be responsible for maintenance of all privately owned Improvements including roads, sidewalks, and storm sewers, regardless whether easements for such improvements have been granted to the City. Developer shall permanently maintain site lighting, signage and landscaping consistent with the approved Plans for said improvements. Upon satisfactory completion of construction of sewer and water mains on the site, developer shall transfer ownership of said main lines to the City, and the City shall henceforth maintain said sewer and water mains. Developer shall be responsible for maintenance of all sewer and water lines that are defined as "connections" as indicated on the approved Utility Plan. Developer shall be responsible for ensuring that the appearance and design of the building are maintained per the approved building and construction plan, and shall be responsible for ensuring that the site amenities and features as shown on the approved site plan are maintained per said plan. 15. Developer Representations and Covenants. The Developer hereby makes the following representations and covenants: (a) The Developer has the legal authority and power to enter into this Agreement. Page 7 of 14 (b) The Developer reasonably expects to obtain financial resources sufficient to enable the completion of the Improvements. (c) The Developer will, subject to the requirements of Section B - Installation and Maintenance of Improvements hereof, construct, operate and maintain the Improvements in accordance with the terms of this Agreement and all local,state and federal laws and regulations, and will construct or pay the costs of construction of any site improvements, utilities, landscaping, stormwater management facilities, roads,parking facilities which are necessary in connection with the construction and such improvements. (d) At such time or times as may be required by law,the Developer will have complied with all local, state and federal environmental reviews, licenses, and will be in compliance with the requirements of federal, state, and local authority. (e) The Developer will obtain, in a timely manner, all required permits, licenses and approvals,and will meet, in a timely manner,all requirements of all local, state,and federal laws and regulations which must be obtained or met before the Improvements may be constructed. (f) It is intended and agreed that the covenants provided in this Section shall be covenants running with the land not the owner or developer. 16. City Representations and Covenants: The City makes the following representations as the basis for the undertaking on its part here in contained: (a) The City is authorized by law to enter into this Agreement and to carry out its obligations hereunder. (b) The City will,in a timely manner,subject to all notification requirements,review and act upon all submittals and application of the Developer and will cooperate with the effort of the Developer to secure the granting of any permit,license,or other approval required to construct and operate the Improvements;provided,however,that nothing contained in this subparagraph shall be construed to limit in any way the reasonable and legitimate exercise of the City's discretion in considering any submittal or application. Page 8 of 14 (c) The Development Property is zoned for purposes which include the Development as proposed. The city has issued all necessary commercial site plan review approvals, and plat approval of Orono Woods Addition. 17. Compliance. At any time and from time to time the Developer may request that the City provide the Developer a certificate certifying that that the terms and provisions of this Agreement have been complied with and that this PUD Agreement is in full force and effect with respect to the development for the purpose of facilitating sale, mortgage, insurance or other matters. To the extent that there be any bona fide defaults in such compliance, the Developer shall be afforded a reasonable time to bring the development into conformance, and thereafter the City shall be obligated to provide such certificate. 18. Binding Effect: The terms and provisions hereof shall be binding upon and inure to the benefit of the heirs,representatives,successors and assigns of the parties hereto and shall be binding deemed covenants running with the land. References herein to Developer, if there be more than one, shall mean each and all of them. This agreement at the option of the City shall be placed of record so as to give notice hereof to any subsequent purchasers and encumbrancers of all or any part of the property. 19. Notices: Whenever in this agreement it shall be required or permitted that notice or demand be given or served by either party to this agreement to or on the other party, such notice or demand shall be delivered personally or mailed by United States certified mail(return receipt requested)to the addresses set forth below. Such notice or demand shall be deemed timely given when delivered personally or when deposited in the mail in accordance with the above. Notice to City Notice to Developer City of Orono Frank Dunbar, Chief Manager Clerk/Administrator Orono Ambar, LLC P.O. Box 66 c/o Dunbar Development Corporation Crystal Bay, MN 55323 5000 Glenwood Avenue Golden Valley, MN 55422 Parties may substitute notice provisions upon notice to other parties. Page 9 of 14 20. Incorporation by Reference: All plans, special provisions, proposals, specifications and contracts for the Improvements furnished and let pursuant to this agreement shall be and hereby are made a part of this agreement by reference as fully as if set out herein in full. 21. Disclaimer by City: It is understood and agreed that the City, the City Council, and the agents and employees of the City shall not be personally liable or responsible in any manner to the Developer or Developer's contractors, subcontractors, materialmen, laborers, or any other person, firm or corporation, for any debt, claim,demand,damages,actions, or causes of action of any kind or character, arising out of or by reason of the execution of this agreement or the performance and completion of the Improvements. 22. Hold Harmless and Indemnification: The Developer shall indemnify and hold harmless the City,the City Council,and the agents and employees of the City from and against all claims, damages,losses or expenses,including attorney fees,which the City,City Council and agents and employees of the City may suffer or for which it may be held liable, arising out of or resulting from the assertion against them of any claims,debts or obligations in consequence of the performance of this agreement by the Developer, its employees, agents or sub- contractors, whether or not caused in part by a party indemnified hereunder. 23. Remedy for Default: Default by the Developer of any of the terms of this agreement shall automatically result in the suspension or withholding of all permits, licenses, occupancy certificates or other authorizations issued by the City in connection with the property included in this development.The remedies afforded to the City under this Section shall be in addition to any other remedies to which the City may be entitled by law or other agreement. Default by the City shall entitle the Developer to seek injunctive/mandatory relief through the courts, together with other relief as the law may provide. 24. Right of Entry. The Developer hereby grants to the City, its agents and its employees, the right to enter on the property for the specific purpose of constructing or completing any and all of the agreed upon Improvements should the Developer not complete those Improvements by the date specified in Section 11. 25. Controlling Agreement. To the extent that there is any difference or ambiguity between this Planned Unit Development Agreement and other agreements between the City and the Developer,this Planned Unit Development Agreement shall control. Page 10 of 14 IN WITNESS WHEREOF, the City and the Developer have caused this agreement to be duly'executed on the day and year first above written. In Presence of: CITY OF ORONO By: (Mayor) By: (City Clerk) DEVELOPER By: (Title) Reviewed for Administration: Date: By: (Planning Director) By: (City Administrator) This instrument was drafted by: City of Orono 2750 Kelley Parkway P.O. Box 66 Crystal Bay, MN 55356 Page 11 of 14 LIST OF EXHIBITS Exhibit A Site Plan Exhibit B Grading, Drainage and Erosion Control Plan Exhibit C Utility Plan Exhibit D Building Plans& Elevations Exhibit E Landscaping Plan Exhibit F Lighting Plan Exhibit G Signage Plan Exhibit H Site Improvements Cost Estimate Exhibit I Letter by Hugh M. Maynard dated 4/24/01 regarding Sewer Replacement Exhibit J Agreement for Sewer Replacement (City to draft, Rebers to sign) Page 14 of 14 Revised Draft 7/30/01 Revised 8/13/01 Revised 9/24/01 CITY OF ORONO HENNEPIN COUNTY, MINESOTA PLANNED UNIT DEVELOPMENT NO. 2B AGREEMENT FOR ORONO WOODS APARTMENTS (Name of Development) ORONO SENIOR HOUSING L.L.C. (Name of Developer) THIS AGREEMENT, made and entered into this day of , 2001, by and between the City of Orono, a municipal corporation organized and existing under the laws of the State of Minnesota (hereinafter called "City"), and Orono Senior Housing, LLC, a wholly owned subsidiary of Wedum Foundation, a Minnesota non-profit corporation, its heirs, successors and assigns (hereinafter called "Developer"). WITNESSETH: WHEREAS, the Developer has made application to the City Council for approval of a Planned Unit Development rezoning application(PUD)including a comprehensive plan amendment, subdivision to create two buildable lots, and site plan review and approval, for the purpose of developing a 62-unit Senior Housing residential building; and WHEREAS,the Senior Housing component of the development meets the goals established by the City of Orono in its Community Management Plan for provision of lifecycle and affordable housing for residents 62 years of age and older; and WHEREAS, because the Senior Housing Building component of the Development meets housing goals established by the City of Orono, the City Council has agreed to provide financial assistance to the Developer for the Senior Housing component,via Tax Increment Financing. Under the terms of this agreement and the laws of the State of Minnesota, certain costs to be incurred by the Developer are eligible for TIF reimbursement, including but not necessarily limited to land Page 1 of 17 acquisition,road/curb/gutter and storm sewer improvements,grading and related site improvements, sewer connection fees, and park dedication fees. Certain additional costs to be incurred by the City in direct relation to the Senior Housing Building component are eligible for TIF reimbursement,such costs including but not necessarily limited to sidewalk expansion and replacement, public street lighting,burial of existing overhead power lines,installation of semaphore and related improvements at Brown Road North and Highway 12, and re-striping and/or widening of Highway 12 to accommodate the south access point; and WHEREAS, the City of Orono has adopted a development program and tax increment financing plan to finance a portion of the development costs for the Senior Housing component of the development; and WHEREAS, the City of Orono has created and established a Tax Increment Financing District (the "TIF District")pursuant to the authority granted by Minnesota Statutes; and WHEREAS, on March 12, 2001 the City Council granted Concept Plan Approval for development of a 62-unit building for senior housing use (the "Senior Housing Building") and a 25,000 s.f.general office building(the"Office Building")per Resolution No.4619,on the condition that the Developer enter into this agreement to provide for conformance with the City's Planned Unit Development(PUD)ordinances,to provide for the installation and maintenance of improvements, and to establish and document the conditions of approval for the Tax Increment Financing (TIF) associated with the development. NOW, THEREFORE, in consideration of the premises, and of the actual promises and conditions hereinafter contained, it is hereby agreed as follows: A. General Terms and Conditions 1. Property Description. Outlot F, Sugar Woods according to the plat thereof on file in the office of the Registrar of Titles of Hennepin County,Minnesota(sometimes herein referred to as the "Property"). The property description to which this Agreement for the Senior Housing component of the development applies is Lot 2, Block 1, Orono Ambar. 2. Zoning.The property is zoned as a Planned Unit Development under the Orono planned unit development ordinance with underlying RPUD zoning for the Senior Housing component on Lot 2. Page 2 of 17 3. Permitted Uses. Within Lot 2 the only permitted principal structure is the 3-story 62-unit Senior Housing Building with underground parking in the basement level and additional surface parking as depicted in the approved site plan (Exhibit A) and approved building plans and elevations(Exhibit D).This building is to be used solely for Senior Housing under the terms of this agreement. Within Lot 2 the only accessory structures allowed shall include: a) Trash enclosures attached to the principal structure, constructed of materials comparable to and compatible with those of the principal structure; and b)Monument identification signs per the approved plans. Within Lot 2, an accessory recreational structure such as a gazebo shall be allowed subject to City Council approval of the design, size and location but without the need to amend this PUD agreement. No other accessory structures are permitted except by amendment of this agreement. Users shall be obligated to conform to the provisions of this PUD agreement. The foregoing uses are permitted pursuant to this PUD agreement. 4. Site Access. Internal circulation for Lot 2 shall be via a new private road to be developed within Lots 1 and 2, Block 1, Orono Ambar. The private road shall serve the uses for both Lots 1 and 2.The easterly access point for the private road shall be at Brown Road North per the site plan attached as Exhibit A. The easterly access point shall allow full entrance and exit movements to North Brown Road. A single direct access to Highway 12 shall be developed at a location approximately 500 feet west of the intersection of Brown Road and Highway 12.This direct access shall be restricted to westbound right-in/right-out turning movements, and shall be subject to MnDOT design approval. A third access point located near the northwest corner of Lot 1 shall provide for future access to a future public road which may be constructed within Outlot D, Sugar Woods. At such time that a public road is constructed within said Outlot D, the City shall have the right to connect such public road to the internal road system within Lots 1 and 2 for the purpose of providing additional ingress/egress options for Lots 1 and 2 as well as provide ingress/egress options for properties west of Lot 1. The Developer shall grant to the City public road, drainage and utilities easements over the private road corridor including all surface parking areas,in order that future public use of the Page 3 of 17 roadways is ensured in the event that a future connection to the west is established. Developer shall grant cross easements between Lots 1 and 2 to ensure full use of the internal private road system until such time that the City exercises its easement rights to convert all or a portion of the internal road system to a public road status. It is specifically agreed that the City is not obligated to maintain the private internal road system until such time that the City chooses to convert all or a portion of the internal road system to a public road, and construction of an access connection to a public road in Outlot D, Sugar Woods shall not automatically terminate the private road status of the internal road system. Access improvements that are the responsibility of the developer shall include establishment of the right-in/right-out access curbing for the southerly access.Any turn-lane or acceleration lane improvements or re-striping that may be required by MnDOT for that access shall be the responsibility of the City. Other access improvements that will be the responsibility of the City shall include establishment of the semaphore and related improvements at the intersection of Brown Road North and Highway 12. 5. Building Design and Construction. The Senior Housing building on Lot 2 shall be constructed according to the plans on file with the City. The plans indicate a 2-3 story, 62- unit senior housing apartment building with parking on the basement level. The westerly 2/3 of the building is 3 stories in height,the easterly 1/3 is 2 stories in height. The building has a standard shingle hip roof system at an established pitch of 5:12 to minimize the impacts of building height. The exterior of the building shall be constructed from materials consistent with the approved plans attached as Exhibit D. Any accessory structures on Lot 2, if approved, shall be of the same exterior finish and colors as the senior housing apartment building. Construction of the building on Lot 2 shall be in conformance with the building codes and regulations adopted by the City of Orono. Any changes to the gross square footage, footprint/wall/roof dimensions, defined building height or number of dwelling units shall require a prior amendment to this Agreement. 6. Landscaping.The approved landscaping plan attached to this Agreement as Exhibit E shall be strictly adhered to. The Developer shall provide vegetative screening within the defined rear yard of the senior housing apartment building to minimize the visual impact on the adjoining residential properties. Within Lot 2, Developer shall minimize to the greatest extent possible the removal of existing trees and vegetation along the perimeters of the property,and where feasible shall retain existing trees along the southerly boundary during Page 4 of 17 construction until their removal is necessary to complete the approved landscape plan. The construction limits shall be clearly marked with adequate fencing to prevent construction damage or disturbance of any trees and vegetation outside of the defined construction limits. Retaining walls to be constructed on Lot 2 as shown on the approved plans shall be of decorative concrete keystone-type block construction of an earthtone color and shall be limited in height and length to the extent necessary to accomplish their intended purpose. 7. Lighting, Site lighting shall adhere to the approved lighting plan attached hereto as Exhibit F. All lighting fixtures shall be located and constructed so as to direct light away from the adjacent residential neighborhood. 8. Signage. Signage on the site shall be limited to the required traffic control signage, and to monument signs provided by the developer at each entrance to the site. The monument signage shall be limited to a company or development name and/or logo and street address. Design and materials of monument signage shall adhere to the approved Signage Plan attached hereto as Exhibit G. Parking and traffic control signage shall be installed subject to City staff and City Engineer approval, including required stop signs within the parking lots and service drive to ensure safety of pedestrians in parking areas and crossing points. B. Installation and Maintenance of Improvements 9. Improvements. In accordance with the policies and ordinances of the City of Orono, the following described public or private improvements (hereinafter collectively called the "Improvements")shall be constructed,installed and maintained by the Developer according to the terms and conditions contained in this PUD Agreement: (a) Site grading, roadways and driveways, curb and gutter, parking lots, sidewalks, retaining walls and all necessary erosion control measures per the approved Grading, Drainage & Erosion Control Plan attached hereto as Exhibit B (hereinafter called "site grading and roadway improvements"); (b) Sanitary sewer and water lines and facilities (hereinafter called "sewer and water improvements")and storm sewer lines and facilities(hereinafter called"stormwater p ) improvements") per the approved Utility Plan attached hereto as Exhibit C. Relocation of the existing gravity sewer line extending from Brown Road North to the lift station near the southeast corner of Lot 2,as required by the City pursuant to the letter attached hereto as Exhibit I and the agreement attached hereto as Exhibit J, shall be the responsibility of Sidney B. Rebers, seller of Outlot F, Sugar Woods. Page 5 of 17 (c) Underground natural gas, electric, cable and telephone service to be arranged by Developer with the utility companies involved (hereinafter called the "other utility improvements"); (d) Landscaping and site revegetation improvements per the approved Landscaping Plan attached hereto as Exhibit E(hereinafter called "landscaping improvements"). (e) Traffic control signage subject to approval by the City Engineer and Public Services Director. (f) The following additional improvements which are detailed within the Site Improvements Cost Estimate attached hereto as Exhibit H: 1) 2) (TO BE ADDED UPON COMPLETION OF COST ESTIMATE) 3) etc. 10. Construction Plans: Detailed plans and specifications for the complete installation of the Improvements shall be submitted by the Developer for the approval of the City of Orono prior to issuance of applicable City permits. The Plans and Specifications shall conform to all current City standards for all applicable work and shall comply with the terms of this PUD Agreement. 11. Construction of Improvements: (a) Commencement Date - The construction of Improvements shall begin no later than December 31, 2001. (b) Completion Date-All Improvements shall be completed no later than December 31, 2002. (c) Contractors - The Developer shall select, retain and supervise the Contractor(s) responsible for Improvement construction. The City reserves the right to require satisfactory proof of successful experience and adequate financial status of any such contractor. Where required by City ordinance, the contractor shall first obtain a license from the City. Page 6 of 17 (d) Pre-Construction Conference - Prior to the start of any construction, the Developer and the Developer's Contractor shall meet with the responsible City official to review construction plans and schedules. (e) Permits-Prior to the start of any construction,the Developer's Contractor shall apply for and receive all necessary permits from the City and/or government agencies having jurisdiction. Required City permits relative to the Improvements include the following: Site Grading Permit; Utility Construction Permit; Sewer and Water Connection Permits. (f) Construction-The construction,installation and materials shall be in accordance with the plans and specifications approved by the City. (g) Insurance - The Developer will cause each person who constructs and installs any Improvement to maintain complete insurance coverage including Workmen's Compensation, Liability and Property Damage. 12. Performance Deposit: For the purposes of assuring to the City that the Improvements will be completed according to the terms of this agreement, and that the Developer will pay or will cause to have paid all claims for work done and materials and supplies furnished, the Developer or his designated General Contractor will deposit with the City prior to the City's issuance of site grading and building permits an irrevocable letter of credit in a form satisfactory to the City providing that the City is able to draw upon such letter of credit in its sole discretion to complete the Improvements if the Developer fails to satisfactorily complete the work prior to the completion date specified in Section 11 above. The amount of such deposit is $ per the schedule attached to this document as Exhibit H. The amount of such deposit shall not be reduced before substantial completion of the Improvements.The letter of credit shall expire no sooner than six months after the completion date specified in Section 11 above. 13. Fees and Expenses: The Developer agrees to pay all City fees required per the current City Fee Schedule and further agrees to completely reimburse the City for all the variable additional expenses it incurs in regard to the review and approval of the Improvements including, but not limited to, direct City payroll and overhead, costs, and fees paid to consultants and other professionals, which are not covered by City application fees. Page 7 of 17 14. Maintenance: The Developer shall be responsible for maintenance of all privately owned Improvements including roads, sidewalks, and storm sewers, regardless whether easements for such improvements have been granted to the City. Developer shall permanently maintain site lighting, signage and landscaping consistent with the approved Plans for said improvements. Upon satisfactory completion of construction of sewer and water mains on the site, Developer shall transfer ownership of said main lines to the City, and the City shall henceforth maintain said sewer and water mains. Developer shall be responsible for maintenance of all sewer and water lines that are defined as "connections" as indicated on the approved Utility Plan. Developer shall be responsible for ensuring that the appearance and design of the building are maintained per the approved building and construction plan, and shall be responsible for ensuring that the site amenities and features as shown on the approved site plan are maintained per said plan. C. Senior Housing Duration 15. City Intent and Conditions for Senior Housing Building. It is the intent of the City of Orono that the Senior Housing Building be used for the purpose of senior rental housing for persons age 62 and older for the longest practicable period of time,with rental priority given to area residents. In order to achieve this intent, the Developer agrees to the following conditions which are hereby established as part of this PUD Agreement: (a) In order to maximize the length of time that the City can exert control over the use of the Senior Housing for its intended purpose, the City intends to purchase Lot 2, Block 1, Orono Woods Addition from the Developer prior to the commencement of construction for the sum of $1 (one dollar) and other good and valuable considerations.The City will then lease said Lot 2 to the Developer/Building Owner for a period of ninety-nine (99) years, at an annual rent of $1. The lease shall include the following general terms: 1) The lease shall be written to prohibit rental to other than seniors during the term of the lease. 2) At the end of the 99-year lease term, the City will sell Lot 2 back to the Developer/Owner for the sum of$1. (b) During the 99 year term of the lease, the building shall be owned and operated by a non-profit corporation. Page 8of17 (c) During the term of the TIF funding as described in this document,the Developer shall limit the rental price of 20%of the units per the TIF Agreement,and all 62 units shall be used only for housing of seniors age 62 and older,with rental preference given to Orono residents,per the terms and conditions ofthe"Senior Housing Restriction"and the "Orono Preference Requirement" as stated within that certain document entitled "Development Agreement Relating to Orono Woods Apartments (Including Tax Increment Financing District No. 1-1) Between City of Orono, Orono Housing and Redevelopment Authority and Orono Senior Housing, LLC" (hereinafter the "Development Agreement"). (d) In order to maximize the length of time that the Senior Housing will serve its intended purpose, the City will defer Sewer and Water Connection Fees in the amount of $40,838 and Park Dedication Fees in the amount of$161,200 that would otherwise be due at the time of development of the Senior Housing. Such fees (hereinafter "deferred improvement costs") shall be payable only in the event that the Developer violates the "Senior Housing Restriction" as set forth in the "Development Agreement". In that event such fees shall be immediately due and payable together with interest on the deferred amounts computed at the rate of 7%per annum from the date of said "Development Agreement". The deferred amounts plus 7% interest compounded annually shall be due and payable to the City at the termination of the 99 year lease,except that the Developer/Owner may further extend the deferral period in 5-year increments by contract with the City. 16. Developer Representations and Covenants. The Developer hereby makes the following representations and covenants: (a) The Developer has the legal authority and power to enter into this Agreement. (b) The Developer reasonably expects to obtain financial resources which, when combined with the assistance hereunder, will be sufficient to enable the completion of the Improvements. (c) The Developer will, subject to the requirements of Section B - Installation and Maintenance of Improvements hereof, construct, operate and maintain the Improvements in accordance with the terms of this Agreement,the requirements of the TIF District and all local, state and federal laws and regulations, and will construct or pay the costs of construction of any site improvements, utilities, Page 9 of 17 landscaping,stormwater management facilities,roads,or parking facilities which are necessary in connection with the construction and such improvements. (d) At such time or times as may be required by law,the Developer will have complied with all local, state and federal environmental reviews, licenses, and will be in compliance with the requirements of federal, state, and local authority. (e) The Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner,all requirements of all local, state,and federal laws and regulations which must be obtained or met before the Improvements may be constructed. (f) The Developer acknowledges that the TIF District is a "housing district" as defined in Section 469.174, Subdivision 11, of the TIF Act and, as such, is subject to the limitations provided in Minnesota Statutes, Section 469.174, Subdivision 11 and Section 469.1761, Subdivision 3 (together, the "Restrictions"). The Developer covenants that it will, with respect to the Improvements, observe and comply, and that it will cause the require any of its permitted successors and assigns to observe and comply with such Restrictions. In particular, and without limitation, the Developer covenants that at all times prior to the expiration of the Term the use of the property shall continue to qualify as a "housing district" under the TIF Act; specifically, that not less than 20% of the housing units shall be rented to tenants having annual income less than 50% of area median gross income. At least once annually,the Developer or Owner agrees to provide evidence satisfactory to the City of Orono of compliance with the applicable income limitation, including without limitation the total number of rental units during any reporting period and income verifications. (g) The Developer acknowledges that the "deferred improvement costs" shall be in addition to the requirements of the "TIF" financing. Such costs as identified in Section 15(c) above shall be deferred and no payment shall be made to the City of Orono by the Owner if the housing remains in ownership of the"non-profit operator" and the housing be limited to senior rental units for persons aged 62 and older. At such time that either condition no longer exists, the deferred amounts plus 7% per annum interest compounded annually shall be immediately due and payable in full. Page 10 of 17 (h) It is intended and agreed that the covenants provided in this Section shall remain in effect throughout the Terms and shall be covenants running with the land not the owner or developer. 17. City Representations and Covenants: The City makes the following representations as the basis for the undertaking on its part here in contained: (a) The City is authorized by law to enter into this Agreement and to carry out its obligations hereunder. (b) The City will,in a timely manner,subject to all notification requirements,review and act upon all submittals and application of the Developer and will cooperate with the effort of the Developer to secure the granting of any permit,license,or other approval required to construct and operate the Improvements;provided,however,that nothing contained in this subparagraph shall be construed to limit in any way the reasonable and legitimate exercise of the City's discretion in considering any submittal or application. (c) The Development Property is zoned for purposes which include the Development as proposed. The city has issued all necessary residential planned unit development (RPUD) approval, and plat approval of Orono Woods Addition. (d) The City has duly taken such steps as it is required to take to approve the TIF District and TIF Plan pursuant to and in accordance with the TIF Act and the City covenants to discharge such future obligation. The City acknowledges that, as a housing TIF District,the TIF District is subject to specific requirements and limitation under the TIF Act, including the requirements that: (1) The increment be expended in accordance with the TIF Plan (Section 469.176, Subdivision 4)and solely to finance the cost of"housing projects", as defined in Section 469.174, Subdivision 11, which may include the cost of public improvements directly related to the housing projects and allocated administrative expenses (469.176, Subdivision 4d) (2) The income limitations under Section 469.1761,the violation of which may limit the TIF District's duration to that of an economic development district (Section 469.1761, Subdivision 4) Page 11 of 17 (3) The disqualification of a project if the fair market value of its improvements which are constructed for uses other than low and moderate income housing exceeds 20% of the total fair market value of the planned improvements in the development plan or agreement (Section 469.174, Subdivision 11). Compliance with some of these restrictions is within the control of the City and compliance with some of these restrictions is within the control of the Developer and/or Owner. (4) The City of Orono acknowledges that the"deferred improvement costs"shall be in addition to the requirements of the"TIF Act"by an additional 79 years. Such costs as identified in Section 15(c) above shall be deferred and no payment shall be made to the City of Orono by the Owner if the conditions the housing remain in ownership of the"non-profit operator"and the housing be limited to senior rental units for persons aged 62 and older. At such time that said requirements are no longer met,the deferred improvement costs plus interest accrued at the annual rate of 7%compounded annually shall be repaid immediately to the City of Orono. (e) The City covenants not to take any actions,including without limitation any approval of the expenditure by the City of increment from the TIF District not applied toward payment of the TIF Note, which would violate the TIF Act, invalidate the TIF District in whole or in part or adversely affect the tax increment payment obligations to the Developer under this Agreement or the TIF Note. Nothing in this subsection shall diminish the Developer's obligations under this Agreement or create any liability of the City respecting an Event of Default. The City shall promptly give the Developer written notice and copy of any lawsuit or similar proceeding,or any threat thereof, and of any communication from the Office of the State Auditor, the Department of Revenue, Hennepin County or other public official which questions the propriety or legality of the TIF District or the expenditure of its increment. 18. Compliance. At any time and from time to time the Developer may request that the City provide the Developer a certificate certifying that that the terms and provisions of this Agreement have been complied with and that this PUD Agreement is in full force and effect g P g with respect to the development for the purpose of facilitating sale, mortgage, insurance or other matters. To the extent that there be any bona fide defaults in such compliance, the Developer shall be afforded a reasonable time to bring the development into conformance, and thereafter the City shall be obligated to provide such certificate. Page 12 of 17 19. Binding Effect: The terms and provisions hereof shall be binding upon and inure to the benefit of the heirs,representatives,successors and assigns of the parties hereto and shall be binding deemed covenants running with the land. References herein to Developer, if there be more than one, shall mean each and all of them. This agreement at the option of the City shall be placed of record so as to give notice hereof to any subsequent purchasers and encumbrancers of all or any part of the property. 20. Notices: Whenever in this agreement it shall be required or permitted that notice or demand be given or served by either party to this agreement to or on the other party, such notice or demand shall be delivered personally or mailed by United States certified mail(return receipt requested)to the addresses set forth below. Such notice or demand shall be deemed timely given when delivered personally or when deposited in the mail in accordance with the above. Notice to City Notice to Developer City of Orono James Cooper, Chief Manager Clerk/Administrator Orono Senior Housing, LLC P.O. Box 66 c/o Dunbar Development Corporation Crystal Bay, MN 55323 5000 Glenwood Avenue Golden Valley, MN 55422 cc: Wedum Foundation Parties may substitute notice provisions upon notice to all other parties. 21. Incorporation by Reference: All plans, special provisions, proposals, specifications and contracts for the Improvements furnished and let pursuant to this agreement shall be and hereby are made a part of this agreement by reference as fully as if set out herein in full. 22. Disclaimer by City: It is understood and agreed that the City, the City Council, and the agents and employees of the City shall not be personally liable or responsible in any manner to the Developer or Developer's contractors, subcontractors, materialmen, laborers, or any other person, firm or corporation, for any debt, claim, demand, damages, actions, or causes of action of any kind or character, arising out of or by reason of the execution of this agreement or the performance and completion of the Improvements. Page 13 of 17 23. Hold Harmless and Indemnification: The Developer shall indemnify and hold harmless the City,the City Council,and the agents and employees of the City from and against all claims, damages,losses or expenses,including attorney fees,which the City,City Council and agents and employees of the City may suffer or for which it may be held liable, arising out of or resulting from the assertion against them of any claims,debts or obligations in consequence of the performance of this agreement by the Developer, its employees, agents or sub- contractors, whether or not caused in part by a party indemnified hereunder. 24. Remedy for Default: Default by the Developer of any of the terms of this agreement shall automatically result in the suspension or withholding of all permits, licenses, occupancy certificates or other authorizations issued by the City in connection with the property included in this development.The remedies afforded to the City under this Section shall be in addition to any other remedies to which the City may be entitled by law or other agreement. Default by the City shall entitle the Developer to seek injunctive/mandatory relief through the courts, together with other relief as the law may provide. 25. Right of Entry. The Developer hereby grants to the City, its agents and its employees,the right to enter on the property for the specific purpose of constructing or completing any and all of the agreed upon Improvements should the Developer not complete those Improvements by the date specified in Section 11. 26. Controlling Agreement. To the extent that there is any difference or ambiguity between this Planned Unit Development Agreement and other agreements between the City and the Developer,this Planned Unit Development Agreement shall control. (The balance of this page intentionally left blank) Page 14 of 17 IN WITNESS WHEREOF,the City and the Developer have caused this agreement to be duly executed on the day and year first above written. In Presence of: CITY OF ORONO By: (Mayor) By: (City Clerk) DEVELOPER By: (Title) Reviewed for Administration: Date: By: (Planning Director) By: (City Administrator) This instrument was drafted by: City of Orono 2750 Kelley Parkway P.O. Box 66 Crystal Bay, MN 55356 Page 15 of 17 (NOTARIZATION PAGES) Page 16 of 17 (NOTARIZATION PAGES) Page 17 of 17 LIST OF EXHIBITS Exhibit A Site Plan Exhibit B Grading, Drainage and Erosion Control Plan Exhibit C Utility Plan Exhibit D Building Plans & Elevations Exhibit E Landscaping Plan Exhibit F Lighting Plan Exhibit G Signage Plan Exhibit H Site Improvements Cost Estimate Exhibit I Letter by Hugh M. Maynard dated 4/24/01 regarding Sewer Replacement Exhibit J Agreement for Sewer Replacement (City to draft, Rebers to sign) Page 18 of 17 4 City of Orono 2750 Kelley Parkway P.O. Box 66 Orono, MN 55323 Phone: (952) 294-4600 Fax: (952) 249-4616 MEMORANDUM DATE: October 1, 2001 TO: Mike Gaffron FROM: Paul Weinberger SUBJECT: Dunber Preliminary Plat Resolution and Outstanding Issues Checklist Attached is the draft Preliminary Plat Resolution for the Dunbar Project. I have left some findings in the document that are the same findings we had made in the General Concept Plan approval. In some cases they are verbatim to what the General Concept Plan read. Do you feel it is necessary to repeat? I have also written notes in the margins of things we may want to add/change. This is a list of outstanding issues or additional info we may need before the final approval: • Payment of Final Plat fees. • Is the senior building for 55 + or 62 +? • Final lighting plan, including plans for street lighting to match the Long Lake plan. • Final traffic signage, Greg (and possible the P.D.) may want to comment before we ask for final plans. • Final monument sign plans. • MnDot approval of the Stormwater Management Plans • MCWD approval of SWMP. • Landscaping Plan shall be reviewed by DSU (Wally Case will review) • All utility, grading, stormwater management, etc. shall be approved by Public Works and Engineering (Kellogg is reviewing) Estimate shall be given to Dunbar for letter of credit. • Fire Marshal and Steve Persion are meeting later this week to review and approve final plans • Met Council final determination is required for determining SAC units POEM PLAT Doc. . A RESOLUTION APPROVING THE PRELIMINARY PLAT FOR PROPERTY LOCATED AT 2060 WAYZATA BOULEVARD FILE NO. 2640/2641 WHEREAS, Orono Ambar, LLC (hereinafter the "applicant") has an interest in property located at 2060 Wayzata Boulevard within the City of Orono (hereinafter the "City") and legally described as follows: Outlot F, Sugarwoods Hennepin County, Minnesota (hereinafter the "property"); and WHEREAS, the PUD ordinance requires a three step approval project for properties developing as part of a PUD; Resolution No. for General Concept Plan was adopted on , the second step in the process is Preliminary Plat approval, followed by the Final Plat; and WHEREAS, the applicant has requested Preliminary Plat Approval for a two lot plat of a 6.7 acre property. Proposed is a rezoning for the two properties from B-1, Retail Sales Business District to B-6/PUD (for office use of the proposed west parcel) and RPUD/PUD (for multi-family residential use of the proposed east parcel). The intended use of the properties are a 3 story 62 unit senior housing project and a 23,000 s.f. office building; and WHEREAS, the property is located in the Highway 12 Corridor Study Area which has established special requirements for rezoning; and WHEREAS, the City of Orono has agreed to purchase the 4.7 acre parcel that will contain the senior housing project and lease the property to a non-profit organization that will own and operate the building; and WHEREAS, the Orono City Council makes the following findings in regard to this application: Page 1 of 10 FINDINGS 1. This application was reviewed as Zoning Files #2640-2641, the City of Orono has received application # for simultaneous review of the final plat of Orono Woods. 2. The property is located in the B-1 Limited Neighborhood Business District. The property consists of approximately 6.7 acres.2. 3. The City Council adopted Resolution No. on approving the G- '- al Concept Plan for a 23,000 s.f. two-story office building and a 62 unit ? 62 + senior housing building. The office building would be located on a property approximately 2.7 acres in size. The residential use would be located on a lot approximately 4.0 acres in size. 4. Rezoning of the properties from B-1 General Business to B-6 and RPUD are essentially down zoning of the properties as the permitted uses in the B-6 and RPUD districts would have less potential impact on the adjacent residential properties. The proposed office use and senior residential component would not require the same traffic levels and development pattern as a retail environment. 5. A large stormwater pond is located adjacent to the property that is owned by MnDOT that has been designed with the capacity to handle stormwater flows from the property. In addition to the City of Orono, MnDOT shares approval from the stormwater management plan. 6. The property rises gradually from the pond. The proposed development has incorporated building and road design that takes advantage of the existing topography. The senior building has been designed to follow the general topography of the land. 7. The City of Orono had planned to have a service road connection between Brown Road and the properties to the west. A version of the service drive has been designed to allow for a future connection west. The Concept Plan would allow two way traffic to enter from Brown Road. This is the ideal primary ingress/egress to the property as a lighted intersection is planned for Highway Page 2 of 10 12 and Brown Road to allow for traffic to safely access Highway 12. A right-in right-out intersection would allow direct access from the site to Highway 12. Future connection to the west would potentially be to Brimhall with a lighted intersection at existing Highway 12. This would reduce the amount of through traffic on the residential property to the east. 8. Highway 12 is scheduled to be relocated to the south. The existing 12 would be reclassified and become a Hennepin County Road (Wayzata Boulevard). 9. Per Section 10.61, Subd. 10, required off-street parking is approved as follows: No. of Parking Stalls: Required = 1 per 200 s.f. Required = 1 per 200 s.f. of "net usable floor area for office use" Total stalls required = 97 Total stalls proposed = 97 No. of Parking Stalls: Required = 2 per dwelling unit (Section 10.61) Required = 140 spaces Total stalls proposed = 83 interior spaces 1 , 50 exterior spaces V GSI/ A'":« •�i w The standards for a building designed for senior housing use may not require the same parking standards. The applicants have stated they do not feel all the parking proposed on site will be necessary for the use. 10. A 8' wide regional trail is located along Brown Road. The plans have provided pedestrian access to the trail via a path that would connect the main entrance to the west. A 6' sidewalk is located along the south property line. Connection to the sidewalk has been provided to the main entrance. A path/trail will also be provided to allow pedestrian access from the residential building to the office use on the adjacent property. 11. The 62 unit building on the 4 acre site would provide 15.5 units/acre of senior housing units at a variety of unit sizes and rental rates. The proposed RPUD zoning district would be the appropriate zoning district to provide the units/acre density requested. The RPUD district would allow the City of Orono to provide Page 3 of 10 incentives to encourage projects which are consistent with housing goals. "Incentives may include modification of density and floor area ratio requirements for developments providing lifecycle housing and low and moderate cost housing." The City has the ability to ensure the housing need, for lifecycle housing, is met. ( z 070 u ; j-S c k SO l 0 -- -- 12. The property was`platted as Outlot F, Sugarwoods the parcel immediately south of the Sugarwoods neighborhood. The only buffer between the single family residential use in Sugarwoods is a 40' wide platted outlot that is owned by the Sugarwoods homeowners association. Restrictions were placed on each lot within the Sugarwoods neighborhood that prohibits removal of trees greater than 2" in diameter within the rear setback for those lots located closest to the proposed development. The property is located on Highway 12 and the City of Long Lake is located south of Highway 12. Two lots that are located west of the project are developed as the Orono Shopping Center and Conoco gas station. 13. The app is:nt has et uested f . cial assi a ce from e , ity of Ort o tt a ow +or af'•rda.le r; ts. Suc met' ods i,clud: the reation of a ' F •'strict •'m' .r pro''sis or ei .urseme •. 14. The developer has proposed to plat the senior housing project as condominiums. Each unit would have a separate legal description and tax statement. Under this J}%* type of plat the units would be owned by a non-profit agency and rented to the 5wc' occupants under the agreements established for the building. !p/2' . ‘6,11t113 CONCLUSIONS, ORDER AND CONDITIONS C' NOW, THEREFORE, BE IT RESOLVED that the City Council . 'e City of Orono hereby approves the General Concept Plan for a 62 unit building fo 62 + .enior housing use and a 23,000 s.f. general office building subject to the following con.itions: 1. Plans and specifications for service line connections for sewer around the pond have been approved per the design by Loucks Associates dated 2. Final grading, drainage and erosion control plan showing existing and proposed contours, building locations, elevations, stormwater pond, utilities and erosion Page 4 of 10 control measures to be used during construction has been approved per the plans submitted by Loucks Associates dated 3. The Minnehaha Creek Watershed District and MnDOT has approved the stormwater plans and all appropriate permits have been issued to the applicant. 4. Final engineering details and design are approved for the retaining wall per the plans completed by Loucks Associates dated 5. Final sanitary sewer and watermain plans have been approved by the Public Works Department and City Engineer, per the plans completed by Loucks Associates dated 6. The sidewalk/trail connections shall be provided to the Brown Road trail along the east side of the property, from the property to the sidewalk along Highway 12, and between each of the proposed buildings. All trails shall be permanently owned and maintained by applicant/property owner to provide pedestrian access through the site. Applicant has granted trail easements to permit public use of the trails. 7. The parking lots shall be paved with concrete curb and gutter, driving lanes within parking lot shall have a 9-ton pavement section for trucks. A geotechnical evaluation of the soil shall be done in conjunction with the pavement design has been approved by the City Engineer. 8. Applicants' architect has submited final development plans to the Metro Council Environmental Services to determine the exact number of SAC units to be charged at the time of the issuance of a building permit. Metro Council Environmental Services has determined the total number of SAC units to be charged is 9. The City has determined the additional Sewer and Water Unit Adjustment Charges and system upgrade connection charges to be units, of which will be deferred for the period established within the Developers Agreement and conditions of the Land Lease from the City of Orono to the building owners. Page 5 of 10 10. Appropriate traffic and parking signage shall be installed subject to the Orono staff and City Engineer's review, including required stop signs within the parking lots and service drive to ensure safe parking areas and pedestrian crossing within the development. 11. The landscape areas as shown on the above referenced site plan shall consist of grass wherever feasible and shall adhere to the above referenced Revised Landscape Plan dated 2/21/01 in regards to planting species, sizes and locations. Because the final road design and traffic patterns have not been established the final landscaping plans shall be submitted with the Preliminary Plan set. All landscaping shall be conform to the standards established within the RPUD and B-6 districts. (Must be approved by DSU.) 12. Monument signs shall be provided at each entrance to the site. The signage shall be limited to a company name and/or logo and street address on the monument signs. Final signage plans shall submitted by the applicant and approved by the City Council. 13. Final lighting plan shall be subject to City staff approval and shall locate lighting so as to direct lights away from the adjacent residential neighborhood. 14. Erosion control shall adhere to "Best Management Practices for Protecting Water Quality in Urban Areas". All erosion controls as required by the City shall be in place prior to commencing excavation on the site. Construction limits shall not permit removal or regrading of mature trees outside of the defined construction limits. City Engineer shall hold the right to require additional erosion control measures during construction, as deemed necessary, to ensure there is no erosion of the finished grades and no sediment is deposited off site or into stormwater management facilities. 15. Additional improvements required are burying of power lines and installation of street lighting that would be character with the street lighting plans along Highway 12 in cooperation with the City of Long Lake's street lighting program. Final plans shall be submitted and approved by the City Council. If necessary the City of Long Lake shall be consulted to comment on the proposed street Page 6 of 10 lighting program. 16. Per the appropriate documents, including the ground lease and Development Agreements the financial assistance package for the senior housing site to ensure the property remains in use as a residential property for senior housing for long period of time have been approved. 17. Approval shall be subject to the Council's adoption of the RPUD district with the Final Plat Approval. 18. The Preliminary Plat approval is not an approval of the rezoning or Preliminary Plat. The rezoning and Comprehensive Plan Amendment shall not be approved until the Final Plat approval, subject to the Developer, and City enter into and execute a Developer's Agreement and ground lease. 19. The City Engineer has completed an estimate of improvement costs, including but not limited to landscaping, grading, erosion control, utilities, pavement, trails, retaining walls and pond/outlet control structure construction and the applicant shall submit to the City a financial guarantee of subject to a Developer's Agreement being executed by the developer and City of Orono. 20. Drainage and Utility Easements shall be dedicated to the public on the final plat 10' along all exterior property lines and 5' along the interior property line. 21. Additional Drainage and Utility Easements shall be dedicated to the public on the final plat over all utility lines and rights of way. 22. Final road easement to permit public ingress/egress over the service/frontage road shall be granted to the public. 23. Authorities granted by this resolution run with the property not with the owners, but are permissive only as set forth by the special conditions of this resolution will expire one year from the date of Council approval on that date ( , 2002). 24. Violation of or non-compliance with any of the terms and conditions of this resolution shall constitute a violation of the Zoning Code, shall automatically Page 7 of 10 terminate any authority granted herein, and shall be punishable as a misdemeanor. 25. The undersigned applicants have read, understood and hereby agree to the terms of this resolution and on behalf of themselves, their heirs, successors and assigns, hereby agree to the recording of this resolution in the Chain of Title of the property. Adopted by the Orono City Council on this th day of 2001. ATTEST: Linda S. Vee, City Clerk Barbara A. Peterson, Mayor Property Owner Property Owner Applicant STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me on this th day of , 2001 by Barbara A. Peterson and Linda S. Vee, Mayor and City Clerk of the City of Orono, a Minnesota municipal corporation, and said instrument was executed on behalf of the City. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) Page 8of10 On this day of , 20 before me a Notary Public within and for said county,personally appeared known to me to be the person(s) described in and who executed the foregoing instrument, and acknowledged that he(they) executed the same as his (their) free act and deed. NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) On this day of , 20 before me a Notary Public within and for said county, personally appeared known to me to be the person(s) described in and who executed the foregoing instrument, and acknowledged that he(they) executed the same as his (their) free act and deed. NOTARY PUBLIC STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) On this day of , 20 before me a Notary Public within and for said county, personally appeared known to me to be the person(s) described in and who executed the foregoing instrument, and acknowledged that he(they) executed the same as his (their) free act and deed. NOTARY PUBLIC Page 9 of 10 Draft 9/27/01 A RESOLUTION GRANTING GENERAL DEVELOPMENT PLAN APPROVAL FOR PLANNED UNIT DEVELOPMENT NO. 2 FOR ORONO AMBAR,L.L.C. AND APPROVING THE PLAT OF ORONO AMBAR -FILE #2640/2641 WHEREAS, the City of Orono is a municipal corporation organized and existing under the laws of the State of Minnesota; and WHEREAS,the City Council of the City of Orono(hereinafter"City Council")has adopted subdivision and land development regulations for the orderly, economic and safe development of land within the City; and WHEREAS, the City Council has considered the application by Orono Ambar, L.L.C. for subdivision and development by the Planned Unit Development process of property located within Outlot F, Sugar Woods, Hennepin County, Minnesota; and WHEREAS, on March 12, 2001 the City Council adopted Resolution No. 4619 granting General Concept Plan Approval for the proposed development, which approval includes the following elements: 1. Subdivision platting of Outlot F to create two developable building lots; 2. Rezoning of each newly created lot; Lot 1 rezoned from B-1 Retail Sales Business District to B-6 Highway Commercial District,and Lot 2 rezoned from B-1 to RPUD Residential Planned Unit Development District. 3. Comprehensive Plan amendment to re-guide Lot 2 from Commercial to Residential use. 4. Commercial site plan approval and conditions for proposed office building on Lot 1. 5. Residential site plan review and conditions for proposed senior housing building on Lot 2. 6. Use of TIF financing for development of Senior Housing on Lot 2; and WHEREAS,on ,2001 the Metropolitan Council granted approval of the Orono 2000-2020 Community Management Plan including the re-guiding of lot 2 from commercial to residential use; and Page 1 of 6 WHEREAS, the Developer has submitted an executed Development Agreement relating to the Orono Woods Apartments between City of Orono, Orono Housing and Redevelopment Authority (hereinafter "HRA"), and Orono Senior Housing LLC for the City Council's consideration and final execution,which agreement sets forth the terms and conditions for the development of Senior Housing on Lot 2,including acquisition of the land by the HRA,ground lease to the Developer, Tax Increment Financing and issuance by the City of Multifamily Senior Housing Revenue Bonds; and WHEREAS, the Developer has submitted executed Planned Unit Development Agreements 2A and 2B providing for the installation of certain improvements as a condition of site plan approval for the construction of an Office Building on Lot 1 and a Senior Housing Building on Lot 2 respectively,and which agreements document the general conditions for use and development of the property; and WHEREAS, the Developerer has submitted an executed Road,Drainage and Utility easement over the portions of driveways in Lots 1 and 2 that provide potential future frontage road connections between Brown Road, Wayzata Boulevard, and properties to the west; and WHEREAS, the Developer has completed all other requirements of the platting regulations of the City including: 1. Completion of all platting requirements of Preliminary Plat Resolution No. 2. Dedication on the plat of Drainage and Utility Easements, including dedication of a utility easement to allow for replacement of the existing municipal sewer line which must be relocated outside of the MnDOT right-of-way and onto Lot 2. 3. Submittal of Minnehaha Creek Watershed District(MCWD)permit(No. ) approving the grading and stormwater management facilities plan for Lots 1 and 2 per the Grading, Drainage and Erosion Control Plan, Sheet C3-1 dated 8/16/01. 4. Submittal of the necessary MnDOT approval for the right-in, right-out access to Wayzata Boulevard, and confirmation that the MnDOT stormwater pond located southeast of Lot 2 has the capacity to accommodate the proposed drainage from development on Lots 1 and 2.. Page 2 of 6 5. Submittal of an executed Temporary Construction Easement in favor of MnDOT along the easterly 15 feet of Lot 2 to accommodate the planned future changes to the intersection of Brown Road North and Wayzata Boulevard associated with the re- routing of Highway 12; and 6. Payment to the City of Park Dedication Fee for the development of Lot 1 in the amount of$ 7. Payment to the City for the legal review and filing of the plat agreements,easements and covenants in the amount of$ 8. Payment of the final plat fee in the amount of$ WHEREAS,for development staging purposes the Developer has divided the project into two phases,Phase 1 being the Senior Housing component on Lot 2,and Phase 2 being the Office component on Lot 1, the intent being to commence Phase 1 construction in late 2001 and Phase 2 construction in 2002; and WHEREAS, City staff and consultants have reviewed the plans for this comprehensive application and hereby specify approval of each enclosed plan and identify them as part of the official record for the Orono Ambar subdivision and Planned Unit Development No. 2: 1. Approval of site plan for Phase 1 & 2 per Site Plan per Sheet C2-1 dated 8/16/01. 2. Approval of Grading,Drainage and Erosion Control Plan for Phases 1 &2 per Sheet C3-1 dated 8/16/01, subject to the additional requirements of the MCWD in Permit No. 3. Approval of Utility Plan for Phases 1 & 2 per Sheet C4-1 dated 8/16/01, subject to the additional requirements specified by City Engineer Tom Kellogg in his letter dated 4. Approval of Grading, Street and Utility Detail for Phases 1 &2 per Sheets C9-1 and C9-2 dated 8/16/01. 5. Approval of Landscaping Plan for Phase 2 only per Sheet LA-1 dated 8/19/01. Page 3 of 6 6. Acceptance of floor plan and facade elevations for the Senior Housing building on Lot 2 (Phase 1 only) per Sheets A3.1 through A3.5 by MHWB Architects and Planners dated 9/19/01. 7. Approval of site Lighting and Signage Plans per Sheets and dated , 2001. 8. Preliminary approval of building design plans for the Office building on Lot 2(Phase 2) as described and documented in Resolution No. 4619. NOW,THEREFORE,BE IT RESOLVED that based on the findings of Resolution No. 4619, the City Council of the City of Orono does hereby approve the plat of Orono Ambar, Hennepin County, Minnesota and grants General Development Plan Approval for Planned Unit Development No. 2, subject to the following conditions: 1. General Development Plan Approval is granted subject to conditions established within Resolution 4619 and subject to the conditions established within the Development Agreement, PUD 2A and 2B Agreements, TIF financing documents, and other pertinent documents. 2. Upon the final approval and execution of the the resolution approving the plat of Orono Ambar, the City Council of Orono shall formally approve an ordinance amending the official zoning map of the City to rezone Lot 1,Orono Ambar from B-1 Retail Sales Business District to B-6 Highway Commercial District, and to rezone Lot 2, Orono Ambar, from B-1 Retail Sales Business District to RPUD Residential Planned Unit Development District,and amending the Orono Zoning Code by adding language establishing Planned Unit Development No. 2 (PUD-2)to include Lots 1 and 2, Orono Ambar. 3. Upon execution of the final plat of Orono Ambar, the City Council shall direct the Mayor and Clerk to execute other documents required by this subdivision and PUD rezoning, including but not limited to the following: "Development Agreement Relating to Orono Woods Apartments(Including Tax Increment Financing District No. 1-1)Between City of Orono,Orono Housing and Redevelopment Authority and Orono Senior Housing , LLC"; "Planned Unit Development No. 2A Agreement for Orono Ambar Office Building"; "Planned Unit Development No.2B Agreement for Page 4 of 6 Orono Woods Apartments"; and any documents related to the TIF financing and issuance of the Multifamily Senior Housing Revenue Bonds. 4. Final building design plans for the Office building on Lot 1 (Phase 2)shall be subject to City Council review and approval prior to issuance of permits for said building. 5. The aforesaid plat shall be filed by the City of Orono with the Hennepin County Registrar of Titles Office on or before , 2002 together with a certified original copy of this resolution and executed copies of the agreements, easements, and covenants pertinent thereto. FURTHER, BE IT RESOLVED that the City Council hereby declares that the conditions of Resolution No. vacating an existing unused sanitary sewer easement within Outlot F, Sugar Woods, have been fulfilled, and said vacation shall be effective upon filing of Resolution No. with the Hennepin County Registrar of Titles Office. The approval granted by this Resolution shall expire if the plat has not been filed by the date specified above. In that event, it will be necessary to file a new application with the City of Orono for subdivision review. Page 5 of 6 Adopted by the City Council of Orono this day of , 2001. ATTEST: Linda S. Vee, City Clerk Barbara A. Peterson, Mayor STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me on this day of ,2001 by Barbara A. Peterson and Linda S. Vee, Mayor and City Clerk of the City of Orono, a Minnesota municipal corporation, and said instrument was executed on behalf of the City. Notary Public Page 6 of 6 F ORDINANCE NO. , SECOND SERIES AN ORDINANCE AMENDING THE MUNICIPAL CODE OF ORONO AND AMENDING THE OFFICIAL ZONING MAP BY REZONING PROPERTY WITHIN OUTLOT F, SUGAR WOODS, HENNEPIN COUNTY, MINNESOTA FROM B-1 RETAIL SALES BUSINESS DISTRICT TO B-6 HIGHWAY COMMERCIAL DISTRICT OR RPUD RESIDENTIAL PLANNED UNIT DEVELOPMENT DISTRICT AND ADDING SECTION 10.53 SUBDIVISION 9 REGARDING PLANNED UNIT DEVELOPMENT NO. 2 - FILE #2640 WHEREAS, the City of Orono is a municipal corporation organized and existing under the laws of the State of Minnesota; and WHEREAS, the City Council of the City of Orono has approved the replatting of Outlot F, Sugar Woods, Hennepin County, Minnesota into Lots 1 and 2, Orono Ambar, Hennepin County, Minnesota; and WHEREAS,the City Council has approved the rezoning of said Lots 1 and 2 per the findings, terms and conditions of Resolution No. adopted , 2001, and the ceratin PUD Agreement between Dunbar Development Corporation and the City of Orono dated , 2001. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ORONO DOES HEREBY ORDAIN: Section 1. The Municipal Code of Orono is amended by amending the official zoning map and zoning district boundaries for the property described as follows: Lot 1, Block 1, Orono Ambar, Hennepin County, Minnesota. Said property is hereby rezoned from B-1 Retail Sales Business District to B-6 Highway Commercial District. Section 2. The Municipal Code of Orono is amended by amending the official zoning map and zoning district boundaries for the property described as follows: Lot 2, Block 1, Orono Ambar, Hennepin County, Minnesota. Said property is hereby rezoned from B-1 Retail Sales Business District to RPUD Residential Planned Unit Development District. Page 1 of 3 Section 3. The Municipal Code of Orono is amended by adding Section 10.53, Subd.9 to read as follows: "Subd. 9. PLANNED UNIT DEVELOPMENT NO. 2 - DUNBAR PUD: A. Legal Description. The PUD is legally described as Lots 1 and 2, Block 1, Orono Ambar, Hennepin County, Minnesota. B. Lot 1, Block 2, Orono Ambar when referenced individually shall be hereinafter referred to as PUD NO.2A. Lot 2,Block 1,Orono Ambar when referenced individually shall be hereinafter referenced as PUD NO. 2B. C. Incorporated herein by reference are the DUNBAR PUD plans received by the City on , 2001, on file in the Office of the Zoning Administrator under File#2640/2641. D. Allowable Uses. The uses allowed in the PUD are as follows: 1) Uses allowed in PUD NO. 2A are any permitted or accessory uses allowed in the B-6 Highway Commercial District. 2) Uses allowed in PUD NO. 2B include the following: a) Senior independent living housing,limited to one(1)building, subject to the performance standards of the RPUD Zoning District and as further limited within City Council Resolution No. on file in the Office of the Zoning Administrator under File #2640/2641. b) Any accessory use as regulated in the RPUD District, except as further limited within City Council Resolution No. on file in the Office of the Zoning Administrator under File #2640/2641. E. Development Standards. Development standards shall be as indicated on the approved PUD General Development Plan as documented within City Council Resolution No. on file in the Office of the Zoning Administrator under File #2640/2641." Page 2 of 3 Section 4. This ordinance shall be published in The Laker and The Pioneer newspaper and shall be effective upon publication. Adopted by the City Council of the City of Orono, Minnesota at a regular meeting held on the 8th day of October, 2001 by a vote of ayes and nays. ATTEST: Barbara A. Peterson, Mayor Linda S. Vee, City Clerk Page 3 of 3 SEP-24-2001 10 38 MJSK INVESTMENT BANKERS 7638477328 P.01/08 Miller Johnson Steichen Kinnard 5500 Wayzata Boulevard 14th Floor Minneapolis, MN 55416 Phone: (763) 542-6000 Fax: (763) 847-7328 Telecopier Cover Sheet DATE: f/ a410/ TO: .. • o , er' Ski, geus ("SI --XcA s C Y(.54-o- cci c75) -a `{ q -401 (.0 Gil r111 rse, a (rr° � 41 , --) 146 -ice 00 5f'ev'2 ito51,\01 /5--tveiA Le(CSS & SI Loc?--?SSS 12vs_s P- -r( el01 -2b3 Fran Co l\ ba r" G 1 _3�q-Sg 17 /h a rrcs I6/1 Dr-EY U h ki Craii FROM: nOk. V c1d 7-UrGt ' (763) 847- 3 a-7 TOTAL PAGES TO FOLLOW: ? COMMENTS: Ee U45ej Su byVVte ►�� cY E T r wlS ana Lac' . The information to follow is of confidential nature and should be delivered to its intended recipient immediately- If you do not receive this fax in its entirety,please call Rhonda at(763)S47-7338. SEP-24-2001 10 38 MJSK INVESTMENT BANKERS 7638477328 P.02/88 September 24,2001 $8,070,000* CITY OF ORONO, MINNESOTA SENIOR HOUSING REVENUE BONDS (ORONO WOODS APARTMENT PROJECT) SERIES 2001 Summary of Terms Amount: Series A: 57,585,000* Series B (Taxable): $235,000* Series C (Subordinate): $250,000* Issuer: The City of Orono, Minnesota (the "City"), a body corporate and politic, will serve as Issuer for the Bonds. Borrower: Orono Senior Housing LLC, a Minnesota limited liability company. The sole member of the Borrower is the Wedum Foundation, a Minnesota not-for-profit corporation, qualified to do business in the State of Minnesota ("Wedum"). Wedum is an organization described in Section 501(c)3 of the Code and exempt from taxation under Section 501(a) of the Code. Trustee: US Bank Trust will serve as the Trustee for the Project. Developer: The Developer for the Project will be Dunbar Development Company, a Minneapolis based limited liability corporation. The Project: The Project to be known as the Orono Senior Living Facility is a 62-unit independent living project to be located in the City of Orono, Minnesota. Use of Proceeds: Bond proceeds will be used for: the construction of the Project, partial funding of the costs of issuing the Bonds, funding of a Debt Service Reserve Fund for the Bonds, and funding capitalized interest during the construction period plus five (5) months. Form of Bond Sale: The Bonds shall be sold on a negotiated sale basis to the retail and institutional marketplace. Managing Underwriter: Miller Johnson Steichen Kinnard shall serve as the exclusive managing underwriter for the structuring and sale of the Bonds. Tax Status: Interest earnings on the Bonds shall be exempt from taxation under Federal law. The Bonds shall not be subject to the Alternative Minimum Tax under Federal tax law. The Bonds will be subject to bank qualification and consequently will be eligible for purchase by banks. *Preliminary,subject to change. Miller Johnson Steichen Kinnard, Inc. SEP-24-2001 10 38 MJSK INVESTMENT BANKERS 7638477328 P.03/08 Amortization of the Bonds: Series A. The Bonds shall have a 10-year final maturity and shall amortize over a 35-year term schedule. Series B. The Bonds shall amortize in years 2004-2007. Series C. The Bonds shall amortize over 30 years. Interest Rate: Estimated interest rates are as follows: Series A: 6.125% Series B: 8.00% Series C: 9.00% Optional Redemption (Series A&B): The Borrower, with the approval of the Issuer, and at their option may redeem any or all of the outstanding principal of the Bonds on any interest payment date with 60 days prior notice according to the following schedule: Years 1-4 No Optional Redemption Year 5 102% of Par Value Outstanding Year 6 101%of Par Value Outstanding Year 7 and Thereafter Par Mandatory Redemption: The Borrower shall redeem Series C bonds with 50% of excess annual cash flow upon project stabilization. Annual excess cash flow shall be defined as cash flow after the Series A and Series B Bonds have been paid and after the repair and replacement fund has been funded. Management Contract: The Borrower will enter into a Management Contract with Great Lakes Management Incorporated, a Minnesota for-profit corporation. The Management Contract entered into with Great Lakes will conform to the "Management Contract Rules" as provided for in Federal tax law, without any impairment to the tax-exempt nature of the Bonds. Sources and Uses of Funds: An approximation of the Sources and Uses of Funds for the Project is as follows: Sources: Par Amount of Series A $7,585,000.00 Par Amount of Series B 235,000.00 Par Amount of Series C 250,000.00 Equity Contribution Total Sources: $8,070,000.00 Uses: Underwriter's Discount 195,500.00 Cost of Issuance 194,806.00 Debt Service Reserve Fund 547,828.76 Capitalized Interest Fund(thru 4/1/03) 575,267.76 Project Construction Fund 5,139,780.76 2 Miller Johnson Steichen Kinnard, Inc. SEP-24-2001 10:38 MJSK INVESTMENT BANKERS 7638477328 P.04/88 Land Acquisition 822,000.00 Development Fee 235,000.00 Architectural and Engineering 164,300.00 Furniture, Fixtures&Equipment 73,211.00 Management 70,000.00 501©3 Organizational Costs 50,000.00 Rounding Amount 2,305.72 Total Uses: $8.070.000.00. Operating Deficits Guarantee: The Borrower shall provide an Operating Deficit Guarantee in the form of cash or a Letter of Credit in an amount equal to $250,000. The Trustee may draw on this Guarantee after the Project Stabilization Account has been exhausted and, in the event that the revenue from operations of the Project are insufficient to pay operational expenses and debt service on the Bonds, This Guarantee will expire upon twenty-four months of continuous operations of the Project at a debt service coverage ratio of 1.15x. Debt Service Reserve Fund: A Debt Service Reserve Fund will be created and funded from Bond proceeds in an amount equal to the average one year principal and interest payment on the Bonds. The Debt Service Reserve Fund will be held by the Trustee for the benefit of the Bondholders and invested to the benefit of the Borrower. Security for the Bonds (Series A&B): The Bonds will be secured as follows: • First security interest and mortgage on the property including the land, building and personal property associated with the Project. • The City of Orono will hold title to the land and ground lease the property to the borrower for 99 years. The annual ground lease payment shall be$1.00. • City of Orono Tax Increment assistance. • Debt Service Reserve Fund as described above. • Operating Deficits Guarantee as described above. • An assignment of the Management Contract and any and all operating licenses and permits which may be assigned under Minnesota State Law. 3 Miller Johnson Steichen Kinnard, Inc. SEP-24-2001 10:38 MJSK INVESTMENT BANKERS 7638477328 P.05/88 Security for the Bonds (Series C): The Bonds will be secured as follows: • A second mortgage on the Project. • Payment on the Series C Bonds will be subordinate to the Series A&B. Financial Covenants/ Conditions Precedent To Closing: • Maintenance of 501(c) (3)tax-exempt statues. Borrower• shall maintain all excess project cash The flows in an operating reserve fund until the balance equals $275,000. • Provision for additional bonds only in event of a nationally recognized feasibility consultant study which shows combined pro forma debt service coverage of 1.20%x minimum for a projected 5 years beyond the sale of the additional debt. • Agreement to provide a rate structure which will insure a 1.10x debt service coverage for the life of the Bonds. • Other financial covenants to be negotiated between the Borrower and the Underwriter. • An MAI appraisal on the land showing a market value of a minimum of$822,000. • A repair and replacement fund requirement equal to $150 per unit per year commencing 24 months after Certificate of Occupancy. 4 Miller Johnson Steichen Kinnard, Inc. SEP-24-,2001 10:39 MJSK INVESTMENT BANKERS 7638477328 P.06/88 CITY OF ORONO, MINNESOTA SENIOR HOUSING REVENUE BONDS (ORONO WOODS APARTMENTS PROJECT) SERIES 2001 REVISED DISTRIBUTION LIST Phone Fax Owner James Cooper 651-636-5530 651-633-0312 Shawn Beus 651-636-5530 651-633-0312 Orono SeniorHousing, LLC C/o Wedum Foundation 3191 Shorewood Drive Arden Hills, MN 55112 Jim hoops coop@email.msn.com shawnbeus@mediaone.nel Owner's Counsel James Christoffel 651-224-0244 651-224-0550 Christoffel & Elliot, P,A. 1111 Piper Jaffray Plaza 444 Cedar Street St, Paul, MN 55101-2129 j christoffel(a�christoffehaw.com. Ronald Moorse 952-249-4600 952-249-4616 Michael Gaffron 952-2494600 952-249-4616 City of Orono 2750 Kelley Parkway Orono,MN 55356 Miller Johnson Steichen Kinnard, Inc. SEP-2472801 10:38 MJSK INVESTMENT BANKERS 7638477328 P.87/88 Phone Fax City/Bond Counsel Stephen Rosholt 612-766-8729 612-766-1600 Steven Likes 612-766-8057 612-766-1600 Faegre & Benson 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402-3901 srosholta,faegre.com slikes@faegre.com City Financial Advisor Russell Fifield 651-697-8506 651-697-8555 Ehlers & Associates 3060 Centre Point Drive Roseville, MN 55113-1105 rusty@ehlers-inc.com Project Coordinator Frank Dunbar 763-377-7090 763-377-7089 Dunbar Development 612-599-9092 (cell) 5000 Glenwood Avenue, Suite 200 Minneapolis, MN 55422 Fcd ddc@visi_com Underwriter David ruran 763-847-7327 763-847-7328 Ralph McGinley 763-847-7322 763-847-7328 Miller Johnson Steichen Kinnard, Inc. 5500 Wayzata Boulevard, Suite 1450 Minneapolis, MN 55416 diuran@rnj sk.com rmcginlev unmjsk.com Miller Johnson Steichen Kinnard, Inc. SEP-24-2801 10:38 MJSK INVESTMENT BANKERS 7638477328 P.88/88 Phone Fax Underwriter's Counsel Morris Knopf 612-341-9714 612-339-5897 Dan Nelson 612-349-5649 612-339-5897 Best &Flanagan LLP 601 Second Avenue South, Suite 4000 Minneapolis, MN 55402 mknopabest.law.com dnelson@best.law.com Title To be determined Trustee To be determined Financial Forecast Craig Siiro 952 404-5173 952 473-2195 Virchow Krause 601 Carlson Parkway, Suite 600 Minnetonka, MN 55305 Miller Johnson Steichen Kinnard, Inc. TOTAL P.88 t J) _i ... 1 -n -- mia. • r- II, ,r , c- 1 ;.-•.: P 1, •!Eu 0, _ , 10 , • 0 F L , I • .411 Illa :a I 4: NI . 41 e°,4"I i I:mall-am lit-1- El _ AO I 1111.1MMI ,i lir mvic I...._ lkii3 1 4: 1 _ ,i4 --= --. — t. f •o! . Mil. ' M Cd, 1A1 11! • • . I.L.3) 1111 –II CD I 16 i _ 0 :4 AD, ' 1 11,-7 Ill iii 7) Ect, - - - P •. 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