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HomeMy WebLinkAbout01-30-17-SWSfi` DEN HILLS Request for Special City Council Work Session A special meeting may be called by the Mayor or by any two Councilmembers. Reason for meeting: 1 Requested Date: 1/30/17 Requested time: 5:00 pm Open meeting X TCAAP Civic Site Introductions and Goals for the Meeting Background, TRC and Option Agreement Site Restrictions Use Options: o City Hall o Community Center o Fitness Center o Library, Community Education, DMV Funding Sources Other Contingent Elements: o Public Works Space o Status of Current City Hall Community Center Comparisons Generic Guided Facilities Design Process Council Discussion on Direction Signature of person(s) making request: Mayor or Council Member Council Member Closed meetin I ,_, i Date Date -This section to be completed by City staff - Date received: f / -)-� / 1 Date meeting to be held: 1/30/17 Time of meeting: 5:00 pm Location: City Hall All necessary posting and notices have been completed. n QAA40�u_ I / c,2 Sign ure of City Clerk Date AGENDA ITEMS TCAAP Civic Site l Introductions and Goals for the Meeting l Background, TRC and Option Agreement l Site Restrictions l Use Options: ¡City Hall ¡Community Center ¡Fitness Center ¡Library, Community Education, DMV l Funding Sources l Other Contingent Elements: ¡Public Works Space ¡Status of Current City Hall l Community Center Comparisons l Generic Guided Facilities Design Process l Council Discussion on Direction Bill Joynes and Staff MEMO.PDF ATTACHMENT A.PDF ATTACHMENT B.PDF ATTACHMENT C.PDF ATTACHMENT D.PDF ATTACHMENT E.PDF ATTACHMENT F.PDF ATTACHMENT G.PDF ATTACHMENT H.PDF ATTACHMENT I.PDF ATTACHMENT J.PDF COUNCIL/STAFF COMMENTS ADJOURN Mayor: David Grant Councilmembers: Dave McClung Brenda Holden Fran Holmes Steve Scott      Special City Council Work Session Agenda January 30, 2017 5:00 p.m. City Hall Address: 1245 W Highway 96 Arden Hills MN 55112 Phone: 651 -792 -7800 Website : www.cityofardenhills.org City Vision Arden Hills is a strong community that values its unique environmental setting, strong residential neighborhoods, vital business community, well -maintained infrastructure, fiscal soundness, and our long -standing tradition as a desirable City in which to live, work, and play. CALL TO ORDER 1. 1.A. Documents: 2. AGENDA ITEMSTCAAP Civic SitelIntroductions and Goals for the Meeting l Background, TRC and Option Agreement l Site Restrictions l Use Options: ¡City Hall ¡Community Center ¡Fitness Center ¡Library, Community Education, DMV l Funding Sources l Other Contingent Elements: ¡Public Works Space ¡Status of Current City Hall l Community Center Comparisons l Generic Guided Facilities Design Process l Council Discussion on Direction Bill Joynes and Staff MEMO.PDFATTACHMENT A.PDFATTACHMENT B.PDFATTACHMENT C.PDFATTACHMENT D.PDFATTACHMENT E.PDFATTACHMENT F.PDF ATTACHMENT G.PDF ATTACHMENT H.PDF ATTACHMENT I.PDF ATTACHMENT J.PDF COUNCIL/STAFF COMMENTS ADJOURN Mayor:David Grant Councilmembers:Dave McClungBrenda Holden Fran HolmesSteve Scott     Special City Council Work Session Agenda January 30, 2017 5:00 p.m. City Hall Address:1245 W Highway 96 Arden Hills MN 55112 Phone:651 -792 -7800 Website : www.cityofardenhills.org City VisionArden Hills is a strong community that values its unique environmental setting, strong residential neighborhoods, vital business community, well -maintained infrastructure, fiscal soundness, and our long -standing tradition as a desirable City in which to live, work, and play.CALL TO ORDER1.1.A.Documents: 2. Page 1 of 7 DATE: January 30, 2017 TO: Honorable Mayor and City Councilmembers William S. Joynes, Sr., City Administrator FROM: Matthew Bachler, Senior Planner Eric Zweber, AICP, Interim City Planner SUBJECT: TCAAP Civic Site Background At the City Council meeting on December 12, 2016, the Council approved an Option Agreement with the TCAAP Master Developer that would allow the City to purchase the 1.6-acre Civic zoned property on the TCAAP site. The Option Agreement provides the City up to seven years to acquire the site with the timeframe beginning once the JDA approves the Master Development Agreement (MDA) with the Master Developer. The City’s plans for the property must conform to the TCAAP Redevelopment Code and be approved by the Master Developer. If the City purchases the property, it will need to commence construction within one year after the closing. A copy of the Option Agreement has been provided in Attachment A. The sales terms will depend on when the City is ready to move forward with construction. The City has an incentive to move quickly on developing a plan for the property as an earlier sale will result in better terms for the City. If the sale occurs within two years of the MDA approval, the City will be required to pay $1 for the land and have no costs associated with the infrastructure improvements to be completed by the Master Developer (underground parking, utilities, and road improvements). Following this two year period, the City would incur greater costs for the land purchase and infrastructure improvements. The Option Agreement expires seven years after the MDA is approved, at which point the property will be rezoned Town Center-3. The purpose of this memo is to provide the City Council with preliminary background information to help frame the City’s discussion regarding the future use of the civic site. Preliminary discussion by the City Council has focused on the possible use of the property for a community center, library, licensing center, a new location for City Hall, or a combination of these uses. This memo will describe the site development and use requirements specified in the TCAAP Redevelopment Code, review the types of community centers in surrounding communities, and provide preliminary cost estimates and financing options. AGENDA ITEM – 1A MEMORANDUM Page 2 of 7 Site Development Considerations Permitted Uses The TCAAP Redevelopment Code (TRC) allows the following permitted uses in the Civic District: • Community Center (may include uses such as a fitness center, gym, offices, event center, indoor playground, etc.) • Library • Municipal Building • Public Park Facilities • Theater, performing arts center Building and Site Development Standards The City would need to develop the property in conformance with the building and site development standards in the TRC. The majority of these regulations are found in Section 6.7 - Civic District, which includes building setback, height, and surface parking setback requirements (see Attachment B). In addition, the development would be required to maintain a minimum permeable ground area of 10 percent of the total lot area (Section 9.4 of the TRC). Staff has developed a graphic to illustrate the portion of the lot that could be developed based on the regulations listed above (Attachment C). The minimum building setback along all property lines is 10 feet. The property has frontage on a Pedestrian-Friendly corridor along the north side of the site, which would require 50 percent of the building frontage be placed between 10 feet and 25 feet from the property line. Along the east side of the property, 60 percent of the building frontage will need to be placed between 10 feet and 15 feet from the property line because of the open space frontage. Surface parking would need to be a minimum of three feet behind the building façade line along the north and east sides of the property, and three feet behind the property line along the south and west. The maximum building height permitted is 52 feet, or four stories. Final building plans will need to follow the building design requirements in Section 7 of the TRC. These requirements include items such as building orientation, façade composition, and building materials. This topic will be discussed at a future date once further work has been completed on the proposed programming for the property. Parking Off-street parking requirements are determined by the type of land use proposed for a site. Based on the permitted uses in the Civic District, staff believes the following parking ratios would be the most applicable: • Office: 1 space per 250 square feet of gross floor area • Indoor Recreation: 1 space per 200 square feet non-tennis/racquetball court area • Assembly Uses: 1 space per 3 seats The Master Developer has proposed an underground parking structure for the Town Center that is expected to include between 140 and 175 parking stalls designated for the civic site. Page 3 of 7 Depending on the final plans for the property and the different uses to be included in the building, some amount of surface parking would also be needed. Further discussion on parking requirements is included below under Conceptual Site Plan. Development Context The Civic zoned property is located at the east end of the Town Center south of the Main Street and adjacent to the Natural Resources Corridor (see Attachment D). It should be noted that a pedestrian-only plaza has been proposed to the north of the site, which would restrict vehicular access from this side of the property. Additionally, current plans indicate the site will be elevated above the adjacent roadway to the east. This elevation difference would likely mean vehicular access to the property would be at-grade on the west and south sides, and that access to the underground parking area would be at-grade on the east side. As part of its evaluation of the types of uses and activities to include on the site, the City should consider what has been proposed for private and public development in the immediate area. The Master Developer’s Concept Master Plan and the proposed programming for the Town Center have been included in Attachment E. • Residential: the Town Neighborhood will have a variety of housing types, including condominiums, apartments, senior housing, townhomes, and single-family residential detached homes. A total of 1,030 residential units could be developed in the Town Neighborhood within approximately ¼ mile, or roughly a five minute walk, of the civic property. Additionally, the residential Creek and Hill neighborhoods are also within close proximity to the property. • Commercial: the Main Street that runs through the Town Center is expected to include approximately 42,000 square feet of retail, entertainment uses, and restaurants. In addition, a movie theater and hotel are planned on the west end of Main Street. On the west side of the boulevard through TCAAP will be approximately 196,000 square feet of retail space, 48,000 square feet of office space, and six restaurants. • Public Spaces: the Town Neighborhood park would be located directly to the east of the civic property. The park will include an amphitheater, playground, water fountain, volleyball court, and ice skating. A Town Square plaza to the north of the property will provide additional public gathering space and include terraced steps down to the park. Conceptual Site Plan Based on its review of the TRC and the development context, staff has developed a conceptual site plan for the civic property (Attachment F). The site plan shows a building footprint of approximately 28,000 square feet. The building would be two-stories in height and it is expected that there may be uses that would take up two full floors, such as an athletic court. Overall, the building would have a total floor area of approximately 40,000 square feet. For reference, the existing Arden Hills City Hall building is 18,500 gross square feet. A surface parking lot with 65 stalls would be located on the western half of the property with access driveways on the west and south. Staff used a conservative estimate of 200 parking stalls being required assuming a parking ratio of 1 stall per 200 gross square feet (Indoor Recreation). Page 4 of 7 If 140 underground stalls are made available for the civic property, the City would need to provide 60 surface parking stalls to accommodate a 40,000 square foot building. Depending on the ultimate use of the building and the number of underground parking stalls available, the number of surface parking spaces may need to decrease or increase. This in turn could impact the size and placement of the building on the site. Review of Local Community Centers Staff completed research on community centers in the neighboring municipalities of Fridley, Mounds View, New Brighton, Shoreview, and Roseville (Attachment G). These community centers are owned and operated either by the municipality or the local school district. In the case of Mounds View, the City has a partnership with the Twin Cities YMCA to assist in managing the facility. Generally, the primary services offered at the centers focus on either fitness and recreation (city-owned facilities) or community education (school district-owned facilities). None of the community centers are co-located in the same building as City Hall. As part of its research, staff also looked at the Ramsey County library and license center in Roseville. These are both stand-alone facilities not within a community center building. Services and Activities The following is a full list of the services and activities offered across the six different community centers: • Fitness and Recreation - Fitness center - Gym - Sports and fitness classes - Ice arena - Outdoor skate park - Walking track - Indoor waterpark - Indoor playground • Community Education - Early childhood/special education - Adult learning center - Alternative high school - Summer education programs - Cooking classes - Art classes - Afterschool center • Other - Community rooms - Library - Banquet facility Page 5 of 7 - Leased space for non-profit organizations - Birthday parties - Weddings - Indoor farmers market - Childcare - Café - Size The community centers range in size from 12,876 square feet (Fridley) to 142,497 square feet (Roseville – Fairview Community Center). The size of the center largely depends on the number of different services and activities offered and the types of facilities. For example, the indoor waterpark at the Shoreview center and the ice arena at the Roseville Skating Center both take up a large portion of those facilities’ overall space. Budget Staff reviewed the 2017 budgets for the Fridley, Mounds View, New Brighton, and Shoreview community centers, and the Roseville Skating Center. Except for Fridley, the community centers all expected to have an operating loss for 2017 ranging from an approximately $16,000 loss (Mounds View) to a $530,000 loss (New Brighton). The Fridley community center is owned by the school district and is expecting a profit of $50,000 for 2017. The Roseville Skating Center was expected to have an operating loss of approximately $100,000, but staff noted in the past they have been able to break even. The Shoreview community center had the largest operating budget for 2017 at $2,786,944. Mounds View had the smallest operating budget at $436,723. Financing Cost Staff completed an analysis of two recent community center projects in the metro to determine an estimated cost for the building construction (see Attachment H). A standard level development cost, including kitchen, restroom, meeting/conference room facilities, was estimated to be $300 per square foot (Rosemount). A high level development cost, including a fitness center, aquatic facility, meeting/conference rooms, and office space, was estimated to be $403 per square foot (Eden Prairie). The conceptual site plan includes a 40,000 gross square foot building. Depending on the different amenities the City Council chose to include in the building, the cost would likely range from approximately $12 million to $16 million. As mentioned earlier, the Option Agreement would allow the City to acquire the land for $1 with no infrastructure improvement costs if the City is prepared to move forward with construction within two years of the MDA approval. If the City does not acquire the property within this timeframe, the cost of the land and infrastructure improvements would increase resulting in an overall more expensive development. Funding Sources Staff has identified the following potential funding sources for the development. The spreadsheet included in Attachment I includes a more detailed breakdown of these sources. Page 6 of 7 • City-owned property sales: City-owned property sales could include the old City Hall property at 1450 Highway 96 and, if a new City Hall was included on the TCAAP civic site, the current City Hall property at 1245 Highway 96. Staff has calculated the City may expect to receive between $2,920,000 and $5,409,800 for both properties. The lower number is a conservative estimate by staff and the higher number is based on Ramsey County’s estimated market value of the properties. In order to determine a more accurate number for marketing the properties, the City would need to hire an appraiser. • SAC fee credits: the Metropolitan Council has determined that the City would be eligible for a certain number of SAC credits for redevelopment on TCAAP based on the previous uses on the property. The SAC credits must be used for redevelopment on the TCAAP property and could be used to help finance the civic site development. Ehlers has estimated that up to $5,566,400 of SAC credits would be available based on current development plans. Funds received through the SAC credits would only become available as development occurs on TCAAP. Alatus has stated that their planned build out is 7 to 10 years. • Corporate donations: the City may wish to approach some of the larger employers in the community to see if there is interest in corporate donations towards the project. Contributions from businesses are typically for specific facilities so that the donation can be acknowledged. For example, the Land O’Lakes Community Room or the Boston Scientific Auditorium. Staff estimates the City may be able to obtain at most $400,000 through corporate donations. • Livable Communities Demonstration Account (LCDA) grant: the project may be eligible for grant funding through the Metropolitan Council’s LCDA program. Staff estimates the most the City could expect to receive from this grant program is $1,000,000. The eligible expense would be the public underground parking. The City would need to enter into an agreement with Alatus for an in-kind donation of funds equal to the grant amount. The total amount from just the property sales and SAC credits could be between $8,486,400 and $10,976,200. Assuming a lower cost development of $12,000,000, an additional $1,023,800 to $3,513,600 would be needed. If the project costs are $16,000,000 the funding gap would be $5,023,800 to $7,513,600. If the City secured corporate donations or grant funding, this would help defray the total cost as well. Another possible funding source would be using a portion of the PIR (Capital) Fund. The table below shows an ending 2016 balance in the PIR Fund of $5,279,277. It should be noted this amount is only budgeted at this time since the City has not completed an audit. Additionally, this balance does not account for future expenditures already included in the Capital Improvements Plan. The City has several other funds that it could use to issue itself a short-term loan for completion of the project. Page 7 of 7 Fund Ending 2015 Cash Balance Ending 2016 Cash Balance (Budgeted) General Fund* 3,082,410 2,363,168 Special Revenue 1,125,795 1,061,849 PIR (Capital) Fund 3,740,481 5,279,277 Enterprise Funds 510,680 743,169 Internal Service Funds 535,446 515,218 Other Funds** 937,530 937,530 *Likely higher due to cost savings **Funds likely to fluctuate but not by a material amount Discussion Questions 1. What types of uses and activities does the City Council envision for the property? 2. Does the City Council support the idea of moving City Hall to the civic property on TCAAP? 3. Is the City Council interested in uses for the property that would not be managed by the City? This might include a Ramsey County library facility, a licensing center, or a community education program run by the Mounds View School District. Attachments A. Option Agreement for the Purchase of Civic Property B. Section 6.7 – Civic District of the TCAAP Redevelopment Code C. Civic Site Setbacks Exhibit D. TCAAP Regulating Plan E. Town Center Illustrative Concept Plan F. Town Center Proposed Programming G. Conceptual Site Plan for Civic Property H. Neighboring Community Centers Matrix I. Construction Cost Estimate Memo J. Potential Funding Sources 1 190485v1 [space reserved for recording data] OPTION AGREEMENT FOR THE PURCHASE OF PROPERTY This OPTION AGREEMENT FOR THE PURCHASE OF PROPERTY (“Agreement”) is made by and between ALATUS ARDEN HILLS LLC, a Minnesota limited liability company (“Landowner”) and the CITY OF ARDEN HILLS, a Minnesota municipal corporation (“City”). RECITALS: WHEREAS, the Landowner as Master Developer, and the Joint Development Authority (“JDA”), a joint powers authority formed by Ramsey County and the City of Arden Hills, will enter into a Master Contract for Private Development (“MCPD”). The date on which the JDA and Landowner execute the MCPD shall be the Approval Date; and WHEREAS, pursuant to the MCPD, the Landowner will become owner of that certain real property situated in Ramsey County, Minnesota (hereinafter referred to as the “TCAAP Property”), legally described on the attached Exhibit A; and WHEREAS, the TCAAP Regulating Code (“TRC”) which controls the TCAAP Property contemplates the use of approximately 1.6 acres of land depicted on the attached Exhibit B, for civic uses (“Civic Use Land”); and 2 190485v1 WHEREAS, the Landowner desires to grant to the City an option (“Option”) to purchase the Civic Use Land for the consideration and upon the terms, covenants and conditions hereinafter set forth; and WHEREAS, the City desires to obtain the right to purchase the Civic Use Land for the consideration and upon the terms, covenants and conditions hereinafter set forth; and WHEREAS, as a part of the development of the TCAAP Property, Landowner as the Master Developer will design and construct the improvements, including an underground parking ramp, utilities, and road improvements to serve the Civic Use Land, as depicted in the attached Exhibit C (“Improvements”). NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant of Option. The Landowner hereby grants the City the Option to purchase the Civic Use Land, upon the following terms: A. Within two (2) years of the Approval Date, the City may purchase the Civic Use Land from Landowner for the price of One and 00/100 Dollars ($1.00). The City will not pay the costs incurred by Landowner for the construction of the Improvements. B. After two (2) years, but within five (5) years of the Approval Date, the City may purchase the Civic Use Land from Landowner for the purchase price of fifty percent (50%) of the actual cost paid by the Landowner to Ramsey County for the land as documented in the MCPD (pro rated if part of a larger parcel). The City will also pay fifty percent (50%) of the costs incurred by Landowner for the construction of the Improvements. 3 190485v1 C. After five (5) years, but within seven (7) years of the Approval Date, the City may purchase the Civic Use Land from Landowner for the purchase price of one hundred percent (100%) of the actual land cost paid by the Landowner to Ramsey County for the land as documented in the MCPD (pro rated if part of a larger parcel). The City will also pay one hundred percent (100%) of the costs incurred by the Landowner for the construction of the Improvements. D. If at any time within seven (7) years from the Approval Date, the City determines it no longer wants its Option, then the City will promptly deliver a written termination notice to Landowner and rezone the property to TC3 in accordance with the TRC applicable at that time. E. If the City does not exercise the Option within 7 years after the Approval Date, the Option automatically expires seven (7) years from the Approval Date and the City agrees to rezone the property to TC3, within 2 months after the 7th anniversary of the Approval Date, in accordance with the TRC applicable at that time. F. The City may only exercise its Option if it has determined to and is ready to construct a Civic Use, as defined in the TRC, and said use has been approved by the Landowner. 2. Purchase Price for Option. The City shall pay to the Landowner the sum of One 00/100 Dollars ($1.00) in consideration of the Landowner granting the City the Option described herein. 3. Notice of Exercise of Option. If the City desires to exercise the Option and has obtained Landowner’s written approval for the Civic Use, the City shall notify the Landowner in writing that the City is exercising the Option granted by the Landowner under the terms, covenants and conditions of this Agreement (“City Notice”). The City’s Notice shall set forth the proposed date (“Closing Date”) of the closing under the terms of this Agreement (“Closing”), which Closing 4 190485v1 shall occur within sixty (60) days of the City’s Notice, and shall be at a place mutually agreed upon by the City and the Landowner. If the City purchases the Civic Use Land, it agrees to commence construction of the Civic Use within one year after the closing, and to make reasonable efforts to complete the construction of the Civic Use within two years after the closing, subject to force majeure. The deed from Landowner for the Civic Use Land will contain a right of forfeiture that will allow Landowner to re-purchase the Civic Use Land for the price the City paid if the City does not commence building the approved Civic use within 18 months after the closing, or if the City has not commenced vertical construction of the enclosed structure or structures (not including site work, excavation work, or infrastructure improvements such as streets and utilities) within 24 months after the closing. 4. Conditions to Closing. Unless waived by the City in writing, the obligation of the City to close under this transaction is expressly conditioned upon the satisfaction of all conditions contained in this Agreement by the Closing Date. If such conditions are not met, the City may elect either to terminate this Agreement by written notice to the Landowner or close the transaction contemplated by this Agreement and thereby waive the Landowner’s performance of those conditions which have not been satisfied. Landowner shall deliver to the City a fully executed Limited Warranty Deed to the Civic Use Land in recordable form and such other documents as may be reasonably required pursuant to this Agreement on the Closing Date. The Landowner shall not permit any adverse changes in the condition of the Civic Use Land or grant any other party a right to use the Civic Use Land that would interfere with the City’s ownership of the Civic Use Land. 5. Mortgages, Liens and Other Encumbrances. Unless otherwise provided for herein, thirty (30) days prior to the Closing Date, the Landowner shall furnish to the City a title commitment for the Civic Use Land, and Landlord agrees to convey the Civic Use Land to the City 5 190485v1 free and clear of any and all liens and encumbrances including any mortgage on the Civic Use Land. If the Civic Use Land is encumbered by a mortgage or other lien or encumbrance, the Landowner shall be required to obtain from any mortgagee or any other lien holder of the Civic Use Land a release or satisfaction of said mortgage or lien. 6. Broker’s Fees. The City and the Landowner agree that each of the parties shall be responsible for paying any broker that they may have engaged relating to the purchase of the Civic Use Land by the City. 7. Remedies. Except as otherwise provided herein, if the Landowner for any reason fails to perform any of the covenants, conditions, or warranties of this Agreement, City may at its option (a) terminate this Agreement by written notice to Landowner or (b) waive the nonperformance and proceed with Closing or (c) have the remedy of specific performance of this Agreement. The City’s remedy of specific performance set forth in subsection (c) shall not apply in the event that the Landowner is unable to obtain a mortgage consent following all reasonable and good faith efforts by Landowner to obtain it. In the event the City is required to take an action to seek specific performance of this Agreement by the Landowner then, notwithstanding any provisions to the contrary herein, the City shall be entitled to recover all reasonable costs and expenses of said action including reasonable attorney’s fees incurred in said action. 8. Miscellaneous. A. Governing Law. This agreement is made and executed under and in all respects to be governed and construed by the laws of the State of Minnesota and the parties hereto hereby agree and consent and submit themselves to any court of competent jurisdiction situated in Ramsey County, Minnesota. B. Entire Agreement. This Agreement and the Exhibits attached hereto contain the final, entire agreement between the parties with respect to the Option granted by the Landowner to 6 190485v1 the City, and are intended to be an integration of all prior negotiations and understandings. This Agreement supersedes all prior negotiations, understandings, representations, or agreements, both written and oral. City and Landowner shall not be bound by any terms, conditions, statements, warranties, or representations, oral or written, not contained herein. C. Severability. If any one or more of the provisions of this Agreement should be held contrary to law or public policy, or should for any reason whatsoever be held invalid or unenforceable by a court of competent jurisdiction, then such provision or provisions shall be null and void and shall be deemed separate from the remaining provisions of this Agreement, which remaining provisions shall continue in full force and effect, provided that the rights and obligations of the parties contained herein are no materially prejudiced and the intentions of the parties continue to be effective. D. Survivability. Any term, condition, covenant or obligation which requires performance by either party subsequent to the Closing Date shall remain enforceable against such party subsequent to the Closing Date. E. Authorization. Each party represents to the other that such party has authority under all applicable laws to enter into this Agreement, that all of the procedural requirements imposed by law upon each party for the approval and authorization of this Agreement have been properly completed, and that the persons who have executed the Agreement on behalf of each party are authorized and empowered to executed said Agreement. F. Time of the Essence. Time is of the essence with regard to all dates and times set forth in this Agreement. If the final date of any period set forth herein (including, but not limited to, the Closing Date) falls on a Saturday, Sunday, or legal holiday under the laws of the State of Minnesota or the United States of America, the final date of such period shall be extended to the 7 190485v1 next day that is not a Saturday, Sunday, or legal holiday. The term “days” as used herein shall in all cases mean calendar days. G. Amendments. This Agreement may not be changed, amended, modified, cancelled or terminated other than as expressly provided herein, except by an instrument in writing executed by all parties hereto. H. Notice. Any notice required by this Agreement shall be mailed by registered or certified mail, postage prepaid, return receipt requested, or delivered personally to: Landowner: Alatus Arden Hills LLC Attn: Robert C. Lux 800 Nicollet Mall, Suite 2850 Minneapolis, MN 55402 City: City of Arden Hills Attn: City Administrator Arden Hills City Hall 1245 West Highway 96 Arden Hills MN 55112 or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. ALATUS ARDEN HILLS LLC By: __________________________________ ________________________________ Its: ___________________________________ STATE OF MINNESOTA ) ) s s . COUNTY OF __________ ) The foregoing instrument was acknowledged before me this _____ day of ____________, 2016, by ________________________________, the ________________________________ of Alatus Arden Hills LLC, a Minnesota limited liability company, on behalf of the limited liability company. ____________________________________ 8 190485v1 NOTARY PUBLIC CITY OF ARDEN HILLS By ______________________________________ D a v i d G r a n t , M a y o r A n d _ ____________________________________ Sue Iverson, Interim City Administrator STATE OF MINNESOTA ) ) s s . COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this _____ day of ____________, 2016, by David Grant and by Sue Iverson, respectively the Mayor and Interim City Administrator of the City of Arden Hills, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. ____________________________________ NOTARY PUBLIC THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL KNUTSON, P.A. 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 9 190485v1 EXHIBIT “A” Legal Description (to be inserted at later date) 10 190485v1 EXHIBIT “B” White 11 190485v1 EXHIBIT “C” Improvements Improvements will include underground parking ramp, utilities, and road improvements to serve the Civic Use Land   Section 6: Buildi 6.7 Civ (a   ng and Site Develo ic District (D) a) Illustra The Civic D opment Standards Zone ations and Inte District is inten TCAAP Mast   C s ent nded to allow ter Plan Vision f Civic District civic and com for Civic Distric mmunity uses. ct Zone Approve Revised Dece TCAAP Redevelo ed July 13, 2015 ember 12, 2016 opment Code Page | 64 Civic District Approved July 13, 2015 Revised December 12, 2016   Section 6: Building and Site Development Standards TCAAP Redevelopment Code Page | 65 (b) Building Placement (i) Build-to Zones (BTZs) and Setbacks (Distance from property line to edge of the zone) Pedestrian Priority/Open Space Frontage BTZ 10’ min. setback – 15’ max. setback Pedestrian-Friendly Frontage BTZ 10’ min. setback – 25’ max. setback General Frontage BTZ 10’ min. setback; no max. setback Side – Adjacent to Neighborhood District Side – All other adjacencies 10’ min.; no max. setback 0’ min.; no max. setback Rear – Adjacent to Neighborhood District Rear – All other adjacencies 10’ min.; no max. setback 0’ min.; no max. setback (ii) Building Frontage (Percentage of building façade built within the BTZ) Pedestrian Priority Frontage 60% min. Pedestrian-Friendly Frontage 50% min. General Frontage None Required    A B C D D* E F Civic District Approved July 13, 2015 Revised December 12, 2016   Section 6: Building and Site Development Standards TCAAP Redevelopment Code Page | 66 (c) Building Height (iii) Principal Building Standards Building maximum  52’ max First floor to ceiling height (fin. floor to ceiling structure)  10’ min. for all frontages Ground floor finish level  12” max. above sidewalk for all buildings with Pedestrian Priority Frontage  ADA Code applies Upper floor(s) height (fin. floor to ceiling structure)  9’ min. (iv) Accessory Building Standards Accessory buildings shall meet the standards for Principal Building standards in the TC Zone.    K M N L Civic District Approved July 13, 2015 Revised December 12, 2016   Section 6: Building and Site Development Standards TCAAP Redevelopment Code Page | 67 (d) Parking & Service Access (iv) Surface Parking Setbacks Standards for S and T in the illustrations above are referenced in standards for Driveways and Service Access section 6.1(c) iii. Pedestrian Priority or Open Space Frontage  Shall be located behind the principal building along that street frontage; or  Min. 3’ behind the building façade line along that street Pedestrian- Friendly Frontage  Min. 3’ behind the building façade line along that street General Frontage  Min. 3’ behind the property line along that street Side  6’ (min) only if adjacent to Neighborhood District;  0’ min. for all other adjacencies Rear  6’ (min) only if adjacent to Neighborhood District;  0’ min. for all other adjacencies (v) Structured Parking Standards for S and T in the illustrations above are referenced in standards for Driveways and Service Access section 6.1(c) iii. Pedestrian Priority or Open Space Frontage  Ground floor - Shall be min. of 30’ from the property line  Upper Floors – may be built to the façade line along that street Pedestrian- Friendly Frontage or General Frontage  May be built up to the building façade line along a that street; or  If no building is located along the street frontage; then the structured parking shall meet the setback standards along that specific frontage. Side  10’ (min) only if adjacent to Neighborhood District;  0’ for all other adjacencies Rear  10’ (min) only if adjacent to Neighborhood District;  0’ min. for all other adjacencies (vi) Below Grade Parking May be built up to the property lines along all streets O P R O Q O* R P Q* Pedestrian Priority or Open Space Frontage  Neighborhood District Genera l F r o n t age G e n e r a l F r o n t a g e Pedestrian-Friend l y F r o n t a g e Pe d e s t r i a n P r i o r i t y / O p e n S p a c e F r o n t a g e 0 50' Scale: 1" = 50' 0 100' LEGEND Minimum Building Setback Maximum Building Setback Build-to-Zone Parking Setback Zone CIVIC SITE SETBACKS January 23, 2017 !"#$%&'$()$*+(,-./.* 0#-12 !"#$%&%% # $&'( $)&$ *+ !"#**&,% # -&%, *)&. '+ 3/41"1(5 6789 :;; !"#$%&%% # *&,* *'&( ., !"#**&,% # )&-, *.&( '+ !"#)-&%% # ,&+% *-&, $). 3/41"1(5 9;8: 6<9 !"#)-&%% # ,&++ ,&( )) !"#--&%% # ,&-$ *$&+ $$. /01#1$ %&%% # +(&$+ $&( $*% /01#1* %&%% # +.&%* +&' -+% /01#1) %&%% # -$&+- .&* )%% 3/41"1(5 =686 :<6< >"1(5 :7;8; :=7< >"?#* @$#1$' A'"22*B$#2-1C* D(#)$ +(,-./.*D$2-E$#1-(5*0#-12* @'$$F G-55 TCAAP Regulating Plan Hill Creek Town A B Property Boundary TRC CC - Campus Commercial TRC CO - Civic/Open Space TRC FO - Flex Office TRC RMU - Retail Mixed Use TRC NR-1 - Residential TRC OMU - Office Mixed Use TRC OS - Open Space TRC - Water Infrastructure Right of Way Gateway Overlay District Pedestrian Friendly Frontage Pedestrian Priority Frontage TRC NR-2 - Residential TRC NR-3 - Residential TRC NR-4 - Residential TRC TC-1 - Town Center TRC TC-2 - Town Center TRC TC-3 - Town Center !"#$%&'$#%"(% ! "#$%&'(")$$*+,-#./010 2 3-4*5(6'*(7*8#-.(9(:*'8 2;1/ < 3-4*5(6'*(7*8#-.(9(=#'8 >10 / ?@@-,*(3-4*5(6'*2010 A B.*4(C&'-D*''/!1; > "-E-,!1> F :#8*+(GD@+#'8+&,8&+*/A1> ; ?%*D(H%#,*(I 01< J ?%*D(H%#,*(C A1J !0 )#%%*/21A !!K7(9! !<1! !2 K7(92 2<1F !< ?%*D(H%#,*A1F !/+,&&J21A !A K7(9! 2J1; !>K7(92 2F1; !F K7(9< 2/1A !; ?%*D(H%#,*!01/ !J -./0 /A1< 20 K7(9< A1; 2!K7(9/ 2!1> 22 L"9! !1; 2<L"92 >1J 2/L"9< F12 2A ?%*D(H%#,*210 2>-.1"&23454 Ad d r e s s S i z e  of  Co m m u n i t y  Ce n t e r S a m e  bu i l d i n g  as  ot h e r  Ci t y  fa c i l i t i e s ? S e r v i c e s / A c t i v i t i e s   Em p l o y e e s  @  co m m u n i t y  center  Cost  to  Build Operating  Budget Profit  or  Loss? Fr i d l e y  Co m m u n i t y  Ce n t e r   60 8 5  7t h  St .  NE   9, 2 8 0  sf  of  co m b i n e d  me e t i n g   sp a c e 3, 5 9 6  sf  of  la r g e  me e t i n g  sp a c e   Ow n e d  by  sc h o o l  di s t r i c t   Co m m u n i t y  Ce n t e r ,  Se n i o r  Ce n t e r  (f i t n e s s ,   ca r d s ,  cl u b s )  Th e  Zo n e    (k i d / t e e n  ha n g o u t ) Ci t y  re c .  de p a r t m e n t  ha s  10   em p l o y e e s  th a t  wo r k  th e r e  daily,  sc h o o l  di s t r i c t  ha s  10 0  em p l o y e e s  who   wo r k  th e r e  at  so m e  po i n t  during  week  Built  in  1965. Current  EMV: $$2,432,200Revenues: 2.5  million Expenditures: 2.45  million  City  pays  $90,000  per  year  for  use  of  building Profit   Mo u n d s  Vi e w  Co m m u n i t y   Ce n t e r 53 9 4  Ed g e w o o d  Dr i v e 20 , 2 8 0  s. f .  fo u n d a t i o n  si z e .  1   st o r y   Ac r o s s  th e  st r e e t  fr o m  Ci t y  Ha l l Gy m ,  fi t n e s s  ro o m ,  pl a y l a n d ,  ev e n t   ce n t e r .  Ho m e  ba s e  fo r  al l  pa r k  & re c   pr o g r a m s  of f e r e d  th r o u g h  th e  Ci t y  an d   YM C A ,  AO A ,  Ea r l y  le a r n i n g ,  Sp o r t s   le a g u e s ,  co o k i n g  cl a s s e s ,  fi n e  ar t s   Built  in  1964. Current  EMV: $71,5602017 Budget:Revenues: $420,662 Expenditures: $436,723 Loss Ne w  Br i g h t o n  Co m m u n i t y   Ce n t e r 40 0  10 t h  St .  NW   70 , 0 0 0  s. f .   No   Fu l l  fi t n e s s  ce n t e r ,  gy m ,  in d o o r  tr a c k ,   in d o o r  pl a y g r o u n d ,  Ra m s e y  Co u n t y   Li b r a r y ,  fi t n e s s  cl a s s e s ,  pe r s o n a l  tr a i n i n g ,   in d o o r  sp o r t s  an d  cl a s s e s      Built  in  1994. Current  EMV: $5,054,6002017 Budget:Revenues: $973,100 Expenditures: $1,502,800 Loss  of  $16,061 Sh o r e v i e w  Co m m u n i t y  Ce n t e r 45 8 0  Vi c t o r i a  St .  N   90 , 9 9 5  to t a l  s. f . ,  2  st o r i e s    No Wa t e r p a r k ,  in d o o r  pl a y g r o u n d ,  bi r t h d a y   pa r t i e s ,  we d d i n g s ,  ic e  sk a t i n g  ri n k ,  in d o o r   fa r m e r ' s  ma r k e t ,  pr e s c h o o l ,  fi t n e s s   cl a s s e s ,  pe r s o n a l  tr a i n i n g ,  gy m ,  in d o o r   tr a c k ,  ca f é ,  ch i l d c a r e ,  co m m u n i t y  ro o m s ,    Built  in  1990. Current  EMV: $6,942,9002017 Budget:Revenues: $2,536,800 Expenditures: $2,786,944 Loss Ro s e v i l l e ‐  Fa r i v e w  Co m m u n i t y  Ce n t e r 19 1 0  Co u n t y  Ro a d    B  W 1 4 2 , 4 9 7  s. f .   Ow n e d  by  sc h o o l  di s t r i c t   Co m m u n i t y  ed u c a t i o n  of f i c e s  & pr o g r a m s ,   ea r l y  ch i l d h o o d / s p e c i a l  ed u c a t i o n  cl a s s e s ,   le a s e d  sp a c e  to  no n p r o f i t s ,  al d u l t  le a r n i n g   ce n t e r ,  al t e r n a t i v e  hi g h  sc h o o l ,  su m m e r   pr o g r a m s ,   4. 5  cu s t o d i a n s ,  te a c h e r s  for  the  three   sc h o o l s   Built  in  1956. Current  EMV: $11,076,600 N/A N/A Ro s e v i l l e ‐  Ro s e v i l l e  Sk a t i n g  Ce n t e r   26 6 1  Ci v i c  Ce n t e r  Dr i v e   32 , 0 0 0  s. f .   Di f f e r e n t  bu i l d i n g s ,  sa m e  pr o p e r t y   Ic e  ar e n a  (h o c k e y ,  fi g u r e s k a t i n g ,  op e n   sk a t e ) ,  ou t d o o r  sk a t e  pa r k ,   ba n q u e t / m e e t i n g  fa c i l i t y ,  wa l k i n g  tr a c k 50  pa r t  ti m e   3  ma i n t e n a n c e  st a f f   1  3/ 4  cu s t o m e r  se r v i c e  as s i s t a n t 2  fu l l  ti m e  ma n a g e r s   Built  in  1968. Current  EMV: ??2017  Budget: Revenues: ~$1  million Expenditures: ~1.1  million  Have  been  able  to  break  even  in  the  past  and  when  they  don't  they  are  close. Almost  even   Ra m s e y  Co u n t y  Li b r a r y  ‐   Ro s e v i l l e   21 8 0  No r t h  Ha m l i n e  Av e n u e 3 7 , 0 3 9  s. f . O w n e d  by  co u n t y   Li b r a r y ,  me e t i n g  ro o m s ,  co m p u t e r s ,  te e n   ro o m ,  ch i l d r e n ' s  ro o m ,  ch i l d r e n ' s  ga r d e n ,   Du n n  Br o s  co f f e e  sh o p   31 . 0 3  FT E s Built  in  1993. Current  EMV: $3,173,1002016 Budget : $2,921,782 N/A Ro s e v i l l e  Li c e n s e  Ce n t e r   27 3 7  Le x i n g t o n  Av e n u e  N Li c e n s e  ce n t e r :  2, 0 0 0  s. f . Pa s s p o r t  ce n t e r :  1, 4 0 0  s. f .   No ‐  st r i p  ma l l   Li c e n s e s  an d  pa s s p o r t s 10  FT E s 9  pa r t  ti m e   Located  in  current  building  since  2000 N/A N/A    701 Xenia Avenue South | Suite 300 | Minneapolis, MN 55416 | (763) 541-4800    Building a legacy – your legacy. Equal Opportunity Employer | wsbeng.com  K:\03450-000\Admin\Docs\Civic Site\Cost Facility and Parking Memo 01262017.doc Memorandum To: Andy Brotzler From: Jason Amberg Eric Zweber Date: January 26, 2017 Re: Arden Hills: TCAAP Civic Site: Community Center Cost Comparison; Facility and Parking Assumptions WSB Project No. 03450-000 COMMUNITY CENTER COST COMPARISON Below is a summary of recent community center type projects developed in the Twin Cities area along with a description of amenities and related costs for the purposes of comparison. Example #1 – Low Level Renovation Cost (for reference only – not applicable to this project) City of South St. Paul: Doug Woog Arena facility expansion 2 story building renovation and expansion Meeting rooms, office space, locker rooms, storage $1.2 million / 14,500 SF renovation and expansion = $82.75 per SF Example #2 – Standard Level Development Cost City of Rosemount: Steeple Center 2 story building expansion Lobby, kitchen, restrooms, meeting / conference rooms $3 million / 10,000 SF expansion = $300 per SF Example #3 – High Level Development Cost City of Eden Prairie: Community Center Addition 2 story building expansion Aquatics, meeting / conference rooms, fitness center, office space $21 million / 52,000 SF facility expansion = $403 per SF BUILDING ASSUMPTIONS The building assumptions below are based on the site, building and parking concept included in the January 30, 2017 City Council Work Session packet. This concept illustrates a building with a footprint of about 27,600 square feet and a parking lot with 65 stalls (4 handicapped stalls and 61 general parking stalls). City Hall The current City Hall has 18,500 square feet and Arden Hills has an estimated population of 9,847 residents in 2015. The 1,460 units anticipated within the TCAAP redevelopment would expect to increase the City’s population by 3,500 residents to a total population of approximately 13,347, a 35.5% increase. To accommodate this increased population, it is reasonable to expect that the City Hall would need to expand in proportion with the population. A 35.5% increase in size of the current City Hall would result in a building approximately 25,000 square feet in size. A new City Hall would occupy almost all of the entire first floor of the building illustrated in the concept. A second story would allow for additional areas for community functions. The second floor would not be Brotzler – Arden Hills  January 26, 2017  Page 2   K:\03450‐000\Admin\Docs\Civic Site\Cost Facility and Parking Memo 01262017.doc  expect to be the same size as the building footprint because a Council Chambers/Auditorium would need to have a ceiling height that would stretch extend into the second floor. The current Council Chambers is about 1,900 square feet and a 35.5% increase in size would result in a new Council Chambers of approximately 2,600 square feet. This new Council Chambers would allow for a second floor of 25,000 square feet (27,600 square feet - 2,600 square feet). This additional area could be used for a number of community uses including classrooms, fitness classes, weight rooms, walking tracks or young children’s playrooms. Basketball courts, racquetball courts and indoor playgrounds would not be able to be accommodated in this additional space because all of these uses require a ceiling height that would extend into a two story. Any inclusion of these taller uses would reduce the additional space provided by a second floor. Community Center The total space available for community center facilities are impacted by the amount of uses that require a ceiling height greater than a single story building. For example, a gymnasium that accommodates two basketball courts would be approximately 13,000 square feet. A few uses, such as a walking track, can be constructed in the space above the basketball courts, but it would be appropriate to assume that the entire 13,000 square feet would need to be removed from the second story square foot calculation. Installing two basketball courts into the concept two story building would allow for an additional 29,200 square feet (14,600 square feet on each floor) of other community uses. These uses could include classrooms, fitness classes, weight rooms and/or young children’s playrooms. PARKING ASSUMPTIONS The site, building and parking concept assumes that there will be a single level of parking underground and a single level of surface parking on about half of the surface area of the site. Alatus stated that the maximum number of parking stall within the underground parking garage would be 175 stalls, but that number was a very high level analysis. This number may be reduced during final design. Assuming the maximum parking stalls, a total of 240 stalls (65 surface + 175 underground) would be available for the civic building. Office uses require 1 stall per 250 square feet while recreational uses require 1 stall per 200 square feet. With these parking requirements, the following would be the maximum building sizes allowed: 100% Offices Uses (City Hall): 60,000 square feet (240 stalls x 250 square feet) 100% Recreational Uses (Community Center): 48,000 square feet (240 stalls x 200 square feet) To accommodate larger buildings, an above-ground parking structure or off-site parking would need to be provided which would likely increase the cost of the project. Funding Source Low Amount High Amount Determined By SAC Fee Credits $5,566,400 $5,566,400 Ehlers Current City Hall Site $2,000,000 $3,627,300 Low: City Staff;                                   High: Ramsey County Assessor Old City Hall $920,000 $1,782,500 Low: City Staff;                                   High: Ramsey County Assessor Livable Community Demonstration Account  (LCDA) Grant $0 $1,000,000 City Staff Corporate Sponsership/Donations $0 $400,000 City Staff $8,486,400 $12,376,200