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VII.2. 325 Blake Road Planned Unit Development (PUD) Agreement; Lindahl To: Honorable Mayor and City Council From: Jason Lindahl, City Planner Date: December 21, 2021 Subject: 325 Blake Road Planned Unit Development (PUD) Agreement Proposed Action Staff recommends the City Council approve the following motion: • Move to adopt Resolution 2021-089 approving the 325 Blake Road Planned Unit Development (PUD) Agreement and authorizing the Mayor and City Manager to enter into this agreement, subject to any modification approved by the City Attorney. Overview The applicant, Alatus, LLC on behalf of the property owner the Minnehaha Creek Watershed District (MCWD), request approval of the 325 Blake Road Planned Unit Development (PUD) Agreement. This PUD agreement covers the 16.87-acre 325 Blake Road North property which is located on the west side of Blake Road between Lake Street Northeast and the Southwest Light Rail Transit/Cedar Lake Regional Trail corridor. The planned unit development approval is necessary to allow for deviations from some of the Mixed Uses district development standards. These deviations are detailed in the attached planned unit development (PUD) agreement and were reviewed in each of the site plan review applications for Sites A - D. Together the rezoning application and the attached PUD agreement finalize the rezoning and Master Development Plan that will guide redevelopment of the 325 Blake Road Redevelopment Project. Attachments • Site Location Map • Master Development Plan • Resolution 2021-089 • Planned Unit Development (working draft) Site Location Map for 325 Blake Road North Subject Property CITY OF HOPKINS Hennepin County, Minnesota RESOLUTION 2021-089 A RESOLUTION APPROVING THE 325 BLAKE ROAD PLANNED UNIT DEVELOPMENT (PUD) AGREEMENT WHEREAS, the applicant, Alatus, LLC on behalf of the property owner the Minnehaha Creek Watershed District (MCWD), initiated a rezoning application to rezone the property located at 325 Blake Road North with PID 19-117-21-14-0002 to Mixed Use with a Planned Unit Development (PUD), and WHEREAS, this property is legally described as follows: LOT 74 AND COM AT A PT IN THE E LINE OF MONK AVE DIST 14 48/100 FT S FROM ITS INTERSEC WITH THE NWLY LINE OF LOT 97 TH N 14 48/100 FT TO SAID NWLY LINE THEREOF TH NELY 845 FT ALONG SAID NWLY LINE TH S14 48/100 FT PAR WITH E LINE OF MONK AVE TH SWLY 845 FT TO BEG EXROAD, AUDITOR'S SUBDIVISION NO. 239 HENNEPIN COUNTY, MINN WHEREAS, the procedural history of the application is as follows: 1. That the above stated application was initiated by the applicant on October 22, 2021; and, 2. That the Hopkins Planning & Zoning Commission, pursuant to published and mailed notice, held a public hearing to review such application on November 23, 2021 and all persons present were given an opportunity to be heard; and, 3. That written comments and analysis of City staff were considered; and, 4. That the Hopkins Planning & Zoning Commission reviewed this application during the November 23, 2021 meeting and recommended approval by the City Council, subject to conditions; and 5. That the Hopkins City Council reviewed this item during the December 7, 2021 meeting, agreed with the findings of the Planning & Zoning Commission and approved Resolution 2021-077 approving the first reading of Ordinance 2021-1177 rezoning the property located at 325 Blake Road North with PID 19-117-21-14-0002 to Mixed Use with a Planned Unit Development (PUD); and 6. That the Hopkins City Council conducted a second reading of Ordinance 2021-1177 during the December 21, 2021 meeting and approved Resolution 2021-088 approving the second reading of Ordinance 2021-1177 rezoning the property located at 325 Blake Road North with PID 19-117-21-14-0002 to Mixed Use with a Planned Unit Development (PUD). WHEREAS, staff recommended approval of the 325 Blake Road Planned Unit Development (PUD) Agreement based on the findings outlined in the staff report dated December 7, 2021 and the staff memo dated December 21, 2021. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Hopkins hereby approves the 325 Blake Road Planned Unit Development (PUD) Agreement and authorizes the Mayor and City Manager to enter into this agreement, subject to any modification approved by the City Attorney. Adopted by the City Council of the City of Hopkins this 21st day of December, 2021. By:___________________________ Jason Gadd, Mayor ATTEST: _______________________________ Amy Domeier, City Clerk Working Draft 12/15/2021 1 HP145\47\768048.v2 PLANNED UNIT DEVELOPMENT AGREEMENT THIS PLANNED UNIT DEVELOPMENT AGREEMENT (“Agreement”) is made this ___ day of _______________, 20__, by and between the CITY OF HOPKINS, a Minnesota municipal corporation, (the “City”), and Alatus Hopkins MD LLC, a _____________ limited liability company (the “Developer”). Recitals A. The Developer is in the process of acquiring certain real estate located in the City of Hopkins, Hennepin County, Minnesota, legally described as (See Exhibit A) (the “Property”). B. The Developer desires to facilitate the development of a multi-phase, mixed-use development with a total of approximately 800 residential units and approximately 19,400 square feet of commercial space (the “Development”). C. To accommodate the Development, the City approved a preliminary plat of the Property via Resolution 2021-078 (the “Preliminary Plat Approval”), adopted by the City Council on December 7, 2021, and the City approved a final plat of the Property via Resolution No. 2021-087 (the “Final Plat Approval”), adopted by the City Council on December 21, 2021, which are incorporated into this Agreement as if fully set forth herein. The plat of the Property is entitled MILE 14 ON MINNEHAHA CREEK. D. To accommodate the Development, the City also conditionally approved a rezoning of the Property to Mixed Use/PUD, per Ordinance 2021-1177 (the “Rezoning Approval”), adopted by the City Council on December 21, 2021, which is incorporated into this Agreement as if fully set forth herein. E. To accommodate the Development, the City also conditionally approved four planned unit development site plans per Resolutions 2021-079, 2021-080, 2021-081, and 2021-082 (collectively, the “Site Plan Approvals”), adopted by the City Council on December 7, 2021, which Working Draft 12/15/2021 2 HP145\47\768048.v2 are each incorporated into this Agreement as if fully set forth herein. F. The Preliminary Plat Approval, the Rezoning Approval, and the Site Plan Approvals shall be referred to collectively in this Agreement as the “City Approvals.” G. As a condition of the City Approvals, the City required the Developer to enter into a planned unit development agreement, and the parties hereto are willing to be bound by the terms and conditions provided herein. Agreement In consideration of each party’s promises as set forth in this Agreement, it is mutually agreed as follows: ARTICLE ONE REPRESENTATIONS AND WARRANTIES 1.01. City Representations and Warranties. The City makes the following representations as the basis for the undertakings on its part contained herein: A. The City is a municipal corporation under the laws of Minnesota. B. The City has the right, power, and authority to execute, deliver, and perform its obligations under this Agreement. 1.02. Developer Representations and Warranties. The Developer makes the following representations as the basis for the undertakings on its part contained herein: A. The Developer is a limited liability company, duly organized and in good standing under the laws of Minnesota. B. The Developer has the right, power, and authority to execute, deliver, and perform its obligations under this Agreement. The Developer assures the City that the individuals who execute this Agreement on behalf of the Developer are duly authorized to sign on behalf of the Developer and to bind the Developer thereto. C. The Developer is not in default under any lease, contract, or agreement to which it is a party or by which it is bound which would affect its performance under this Agreement. The Developer is not a party to or bound by any mortgage, lien, lease, agreement, instrument, order, judgment, or decree which would prohibit the execution or performance of this Agreement by the Developer or prohibit any of the transactions provided for in this Agreement. D. The Developer has complied with and will continue to comply with all applicable federal, state and local statutes, laws, ordinances, and regulations including, without limitation, any permits, licenses, and applicable zoning, environmental, or other laws, ordinances, or regulations affecting the Property. The Developer is not aware of any pending or threatened claim of any such Working Draft 12/15/2021 3 HP145\47\768048.v2 violation. Without limitation of the foregoing, the Developer expressly acknowledges and agrees that it has and shall at all times comply with each and every provision of the City’s subdivision, zoning, and other related municipal code regulations. E. There is no suit, action, arbitration, or legal, administrative, or other proceeding, or governmental investigation pending or threatened against or affecting the Property or against the Developer that would affect the Property. The Developer is not in default with respect to any order, writ, injunction, or decree of any federal, state, local or foreign court, department, agency, or instrumentality affecting the Property. F. None of the representations and warranties made by the Developer or made in any exhibit hereto or memorandum or writing furnished or to be furnished by the Developer or on its behalf contains or will contain any untrue statement of material fact or omits any material fact, the omission of which would be materially misleading. 1.03. Incorporation of Recitals, City Approvals, and Exhibits. The Recitals set forth in the preamble to this Agreement, the City Approvals, and the Exhibits attached to this Agreement are incorporated into this Agreement as if fully set forth herein. ARTICLE TWO IMPROVEMENTS, PLATTING, AND OTHER REQUIREMENTS 2.01. Improvements. Following the platting of the Property, as required by this Agreement, certain public improvements shall be constructed and otherwise installed by the Developer and after completion will be dedicated to and accepted by the City (the “Public Improvements”). The Public Improvements will extend the system of City streets and utility systems to provide adequate access, sewer main, water main, and storm sewer facilities to Property and, more specifically, the development contemplated herein. Other non-public improvements that may be constructed by the Developer, either in conjunction with the Public Improvements or in the future and which are part of or otherwise in support of the proposed mixed-use development shall be herein referred to as the "Private Improvements." The Public Improvements and Private Improvements may be collectively referred to in this Agreement as the “Improvements.” The Developer agrees to grant or dedicate via the plat of the Property all right-of-way and other easements necessary for the Public Improvements, in the City’s discretion. 2.02. Plan Approval. Before proceeding with any construction of the Improvements, the Developer shall submit to the City the required engineering plans and specifications, and all associated documentation, outlining the development, including all Improvements necessary (collectively, the “Plans”), for review and approval by the City and its engineer. All construction, including both the Public and Private Improvements, shall be in conformance with the approved Plans and any future City approval documents, including but not limited to those approvals relating to the final plat of the Property. The Public Improvements shall be constructed to all City standards and requirements for publicly owned and operated infrastructure, in the sole discretion of the City engineer, and the Plans shall only be carried out after they are approved, in writing, by the City engineer. Working Draft 12/15/2021 4 HP145\47\768048.v2 2.03. Obligations Related to Improvements. a. The Developer shall construct and install all Improvements at the Developer’s sole cost and expense and shall furnish all materials, tools, equipment, and labor necessary to complete the Improvements in accordance with the approved Plans. The Developer shall obtain all necessary permits and approvals before beginning construction of the Improvements, and the Developer shall construct the Improvements in a workmanlike and timely manner according to the Plans and any other requirements imposed by the City. The Developer shall not commence construction of any of the Improvements and no permits for the Improvements shall be issued until the final plat of the Property is approved by the City and recorded in land records in Hennepin County. Notwithstanding the foregoing, the Developer shall complete construction of all Public Improvements on or before ____________, 20____. b. In completing the Improvements, Developer shall comply and cause its agents and employees to comply with all federal, state, and local laws and regulations applicable to the Improvements. c. Developer shall take all reasonable precautions necessary to protect the public from injury, including but not limited to taking all reasonable precautions to prevent the public from entering the site of the Improvements during construction and erecting signs advising the public of the danger of entering the construction site. d. The Developer shall be responsible for street maintenance for any new public streets, including street sweeping, until the entire development is complete and the City thereafter has accepted all Public Improvements. The Developer shall be financially responsible for the repair of any damage done to the streets and public utilities from the time of installation until the Public Improvements have been approved and accepted by the City. 2.04. Financial Guarantee. Prior to commencement of construction of any Improvements, the Developer agrees to furnish the City with a cash escrow or irrevocable letter of credit from a bank in the amount of 125 percent of the estimated costs of the Public Improvements (the “Financial Guarantee”), and such estimate shall be based on received bids or other evidence satisfactory to the City engineer in its sole discretion after the Plans are approved. Upon failure of Developer to perform any of its obligations under this Agreement, the City may declare the Developer to be in default and, upon failure of the Developer to cure the default within 30 days’ written notice as provided in section 3.12 of this Agreement, may immediately draw on and utilize the Financial Guarantee for purposes of curing said default to any extent it deems necessary. The City shall also be reimbursed through the Financial Guarantee for any attorneys’ fees, engineering fees, or other technical, administrative, or professional assistance reasonably required in response to an event of default by the Developer. The Developer shall be liable to the City in the event that the Financial Guarantee is inadequate to reimburse the City for its costs associated with curing a Developer’s default. Upon completion of the Improvements and passage Working Draft 12/15/2021 5 HP145\47\768048.v2 of any and all required inspections and final acceptance of the Public Improvements by the City, absent any default of the Developer, the Financial Guarantee may be released in full. If the Financial Guarantee consists of a letter of credit, it shall be issued by a bank determined by the City to be solvent and creditworthy and shall be in a form acceptable to the City. The letter of credit shall be automatically renewable until the City releases the Developer from responsibility. The letter of credit shall secure compliance with the terms of this Agreement and all obligations of the Developer under it. With City approval, at its sole discretion, the letter of credit may be reduced from time to time as financial obligations are paid and Improvements completed to the City’s requirements, it being the intent to retain a financial security of no less than 125 percent of any outstanding Public Improvements at all times. If at any time the City reasonably determines that the bank issuing the letter of credit no longer satisfies the City’s requirements regarding solvency and creditworthiness, the City shall notify the Developer and the Developer shall provide the City within 45 days a substitute for the letter of credit from another bank meeting the City’s requirements. If the Developer fails to provide the City within 30 days with a substitute Letter of Credit from an issuing bank satisfactory to the City, the City may draw under the existing Letter of Credit. 2.05. Warranty/Maintenance. The Developer hereby provides the City with a warranty for the proper operation of the Public Improvements for a period of two years following acceptance of the Public Improvements by the City (the “Warranty Period”). To that end, upon completion of the Public Improvements and prior to their acceptance by the City, the Developer and/or Developer’s contractors shall be required to furnish a two-year warranty bond in the amount of 100% of the total cost of the Public Improvements guaranteeing the work of the construction of the Public Improvements to the City. During the Warranty Period, the Developer shall be solely responsible for repairing any issues that may arise with respect to the proper operation of the Public Improvements. Upon written notification by the City to the Developer identifying a deficiency, the Developer shall take all necessary steps to repair or replace the deficiency within 30 days, including exercising any rights pursuant to the contractors’ two-year warranties. The City may, at its sole discretion, provide Developer with additional time to complete these repairs, and such requests shall not be unreasonably denied. 2.06. Authority to Work in Right-of-Way. Until the Public Improvements are accepted by the City, the City hereby grants to the Developer and its contractors a limited, non-exclusive right to work within the City’s right-of-way and other public easements, as may be reasonably necessary, for the sole purpose of completing the Improvements contemplated herein and outlined in the approved Plans. 2.07. Permits. The Developer shall obtain any necessary permits from the City, the Minnesota Pollution Control Agency, the Minnesota Department of Natural Resources, the Minnesota Department of Health, the Minnesota Department of Transportation, Hennepin County, and any other public agency that may have jurisdiction over the Property before proceeding with any construction. 2.08. Engineer Construction Observation of Public Improvements. Working Draft 12/15/2021 6 HP145\47\768048.v2 a. The City engineer shall to the extent it deems reasonably necessary perform construction observation throughout construction of the Public Improvements and, accordingly, the Developer will allow the City engineer complete access to the site at any and all times. The Developer shall provide the City engineer with a construction schedule prior to commencing construction, and the Developer agrees to make its best efforts to comply with said construction schedule. The Developer agrees to reimburse the City for all fees and costs associated with observation, review, and administration of the Public Improvements contemplated herein pursuant to section 3.01 of this Agreement. b. The Developer agrees to take all steps, at its sole expense, and which the City engineer reasonably deems necessary to satisfactorily complete the Public Improvements in conformance with the Plans. The City engineer will notify the City when the Developer has fully completed the Public Improvements in conformance with the Plans, and Developer understands and agrees that the City will not be obligated to accept the Public Improvements until the City has received such notice from its engineer. 2.09. Maintenance and Ownership. Developer shall be solely responsible for maintenance of the Public Improvements during the construction thereof. Upon formal acceptance by the City via resolution, the Public Improvements shall become the property of the City without any further act or deed of the Developer; provided, however, that the City shall assume responsibility for repairs of the Public Improvements, normal wear and tear excepted, only after the Warranty Period outlined in section 2.05 has expired. 2.10. Platting. The Developer shall plat or cause the platting by a third party of the Property in accordance with the Hopkins City C ode, this Agreement, state statutes, and all City Approvals as MILE 14 ON MINNEHAHA CREEK. Prior to approval of the final plat by the City, the Developer shall amend the plat as required by any preliminary plat approval, the Hopkins City Code, this Agreement, City consultants, and state statutes. 2.11. City Attorney Review; Title Work. Prior to recording the final plat with Hennepin County, the Developer agrees to provide the City with updated title work for the Property identifying any other entity with a legal interest in the Property, including but not limited to any entity with a mortgage interest, easement interest, etc. Any plat approval is subject to the Developer’s compliance with this provision. The Developer shall provide an updated and certified Abstract of Title and/or Registered Property Abstract as required by Minn. Stat. § 505.03, or in the alternative, the Developer must provide an updated Commitment for a Title Insurance Policy for the Property naming the City as the proposed insured and with the amount of coverage for this policy being equal to $100,000.00. The above- mentioned evidence of title shall be subject to the review and approval of the City Attorney to determine what entities must execute the final plat and other documents to be recorded against the Property. In the event the Developer provides the City with a Commitment for a Title Insurance Policy, the Developer shall cause a Title Insurance Policy to be issued consistent with the Commitment for a Title Insurance Policy provided by the Developer and the requirements of the City Working Draft 12/15/2021 7 HP145\47\768048.v2 Attorney and with an effective date on which the final plat is recorded (the City will not issue any building permits or certificates of occupancy until it is provided with said Title Insurance Policy). Further, the Developer shall provide the City with evidence, which sufficiency shall be determined by the City, that all documents required to be recorded pursuant to this Agreement and by the City Attorney are recorded and all conditions for release of the final plat have been met prior to the City processing or approving any building permits or other permits applicable to the development of the Property. 2.12. Plat Modifications and Revisions. The parties to this Agreement acknowledge that various potential modifications and revision issues associated with the plat may need to occur. The Developer agrees to undertake, assist with and resolve such issues as directed by the City. The Developer and the City agree to cooperate with each other and their representatives regarding any reasonable requests made subsequent to the execution of this Agreement to revise or correct any errors in the plat and to provide any and all additional documentation deemed necessary by either party to effectuate such revisions or corrections to the plat. 2.13. Park Dedications/Fees/Dedications. Without limitation of any other obligation of the Developer contained in this Agreement or set forth in federal, state, or local law, the Developer agrees to comply with any dedication requirements, including park dedications or payments in lieu which may be required by the City’s subdivision regulations. The Developer further expressly acknowledges and agrees that all easements and other rights in the Property necessary and related to the City’s control over the public dedications (all of which shall be described in the plat required by the City’s subdivision regulations), shall inure to the City upon the Developer’s compliance with this Agreement and approval and recording of a final plat as set forth in the City’s subdivision regulations. 2.14. Property Monumentation. The Developer agrees to install all permanent subdivision monumentation within six (6) months from the date of recording of the final plat, and shall submit to the City written certification by a licensed land surveyor that the required monuments have been installed throughout the plat. All monuments shall be marked with a steel or fiberglass post to allow for easy location following their installation. 2.15. City Approvals. The Developer shall satisfy, complete and abide by all requirements set forth in any City approvals related to the Property, including adequately addressing all items as may be directed by the City Attorney, City Engineer or others with review and approval authority of the City including any plat, or engineer opinions and the City Attorney’s plat opinion, and all adopted City ordinances and resolutions affecting the Property and the proposed development. 2.16. Additional Requirements. The Developer shall satisfy, complete and abide by all requirements set forth in the City Approvals, the PUD Declaration (as hereinafter defined), and any other adopted City ordinances and resolutions affecting the Property, all of which are incorporated herein by reference as if fully set forth in this Agreement. In doing so, the Developer shall adequately address all items as may be directed by the City Attorney, the City Engineer or others with review and approval authority for the City with respect to the City Approvals, the PUD Declaration, and any other adopted City ordinances and resolutions affecting the Property. Working Draft 12/15/2021 8 HP145\47\768048.v2 2.17. Zoning/PUD. Pursuant to the Rezoning Approval, the Property was rezoned to Mixed Use/Planned Unit Development. In order to secure the benefits and advantages of the approved planned unit development, the Developer shall execute and record a Declaration of Covenants, Conditions and Restrictions against the Property in the form attached hereto as Exhibit B (the “PUD Declaration”). 2.18. Stormwater Management Requirements. As part of the Improvements, the Developer shall be responsible for the construction, operation, and maintenance of stormwater management facilities to achieve compliance with applicable stormwater treatment requirements. The Developer shall be required to execute and record a stormwater declaration in favor of the Minnehaha Creek Watershed District (“MCWD”) to the satisfaction of the MCWD for those stormwater facilities constructed. The purpose of the declaration is to ensure that the Developer, and future developers/owners of the Property, maintain the stormwater facilities. The declaration shall be recorded against the Property and will run with the land. The Developer acknowledges that i) the City will not accept ownership of the stormwater facilities; and ii) the City does not plan to maintain or pay for maintenance, repair or replacement of the stormwater facilities and that the Developer will have responsibility for such work. ARTICLE THREE ADDITIONAL REQUIREMENTS 3.01. Payment of City Costs. The Developer agrees to reimburse the City its actual costs regarding: (i) preparing and administering this Agreement and all other documents, permits, and applications related to the proposed development; (ii) processing the approvals relating to the development of the Property; and (iii) any other cost expressly required under or directly related to this Agreement. In addition to and without limitation of the foregoing, the costs to be reimbursed by the Developer to the City shall include, but not be limited to, attorneys’ fees, engineering fees, inspection fees, and the costs and fees of other technical and professional assistance (including but not limited to the cost of City staff time) incurred or expended by the City on activities arising out of this Agreement and other undertakings directly related thereto. The Developer shall, upon request by the City, pay such costs to the City within 30 days of such request. In the event the City does not recover any costs under the provisions of this section 3.01, as an additional remedy, the City may, at its option, assess the Property in the manner provided by Minnesota Statutes, chapter 429, and the Developer hereby consents to the levy of such special assessments without notice or hearing and waives its rights to appeal such assessments pursuant to Minnesota Statutes, section 429.081, provided the amount levied, together with the funds deposited with the City under this section, does not exceed the expenses actually incurred by the City. Further, the City may, at its option, as an additional remedy, recover expenses actually incurred by the City, in the manner provided by Minnesota Statutes, sections 415.01, 366.011 and 366.012, and the Developer hereby consents to the levy of such assessments without notice or hearing and waives its rights to appeal such assessments pursuant to such Minnesota Statutes, provided the amount levied, together with the funds deposited with the City under this section 3.01, does not exceed the expenses actually incurred by the City pursuant to this Agreement. Working Draft 12/15/2021 9 HP145\47\768048.v2 This section 3.01 shall survive termination of this Agreement and shall be binding on the Developer regardless of the enforceability of any other provision of this Agreement. 3.02. Attorneys’ Fees. The Developer agrees to pay the City’s reasonable costs and expenses, including attorneys’ fees, in the event a suit or action is brought by the City against the Developer to enforce the terms of this Agreement. 3.03. Amendment. Any amendment to this Agreement must be in writing and signed by both parties. 3.04. Assignment. The Developer may not assign any of its obligations under this Agreement without the prior written consent of the City. Notwithstanding the foregoing, the Developer may, without the City’s consent transfer assign this Agreement to an affiliate of the Developer that is owned by or under common ownership with the Developer or any affiliate of Developer; provided that any such transferee must enter into an agreement pursuant to which it assumes and agrees to perform the obligations of the Developer under this Agreement. 3.05. Agreement to Run with Land. This Agreement shall be recorded among the land records of Hennepin County, Minnesota. The provisions of this Agreement shall run with the Property and be binding upon the Developer and its assigns or successors in interest. Notwithstanding the foregoing, no conveyance of the Property or any part thereof shall relieve the Developer of its liability for full performance of this Agreement unless the City expressly so releases the Developer in writing. Additionally, in the event that all obligations of the Developer contained in this Agreement are duly satisfied, the City shall, upon written request from the Developer or any of its assigns or successors in interest, execute a document (a) releasing the Property from the terms and conditions of this Agreement; (b) stating the Developer is in good standing under this Agreement. The execution and recording of such instrument shall not affect or otherwise alter the PUD Declaration. Any such instrument may be executed by the city manager without city council approval. Prior to the recording of this Agreement or any documents required herein with Hennepin County, the Developer agrees to provide the City with a signed consent from any other entity with a legal interest in the Property, including but not limited to any entity with a mortgage interest. Further, the Developer shall provide the City with evidence, which sufficiency shall be determined by the City, in its sole discretion, that all documents required to be recorded pursuant to this Agreement are recorded and all conditions related to the City Approvals have been met prior to the City processing or approving any building permits or other permits applicable to the development of the Property. The City Approvals are subject to the Developer’s compliance with this section. 3.06. Representatives Not Individually Liable. No official, agent, or employee of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City on any obligation or term of this Agreement. No agent, officer or employee of the Developer shall be personally liable to the City, or any successor in interest, in the event of any default or breach by the Developer on any obligation or term of this Agreement. 3.07. Notices and Demands. Any notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally: Working Draft 12/15/2021 10 HP145\47\768048.v2 (a) as to the Developer: Alatus Hopkins MD LLC IDS Center 80 South 8th Street, Suite 4155 Minneapolis, MN 55402 Attn: Robert Lux with a copy to: Fabyanske, Westra, Hart & Thomson, P.A. Suite 2600 333 South Seventh Street Minneapolis, MN 55402 Attn: Steve Cox (b) as to the City: City of Hopkins 1010 1st Street South Hopkins, MN 55343 Attn: City Manager with a copy to: Scott J. Riggs, City Attorney Kennedy & Graven, Chartered 150 South 5th Street, Suite 700 Minneapolis, MN 55402 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 3.07. 3.08. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this Agreement nor any act by the City or the Developer shall be deemed or construed by the Developer or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner, or joint venture between the City and the Developer. 3.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 3.10. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 3.11. Indemnification. Notwithstanding anything to the contrary in this Agreement, the City, its officials, agents, and employees shall not be liable or responsible in any manner to the Developer, the Developer’s successors or assigns, the Developer’s contractors or subcontractors, material suppliers, laborers, or to any other person or persons for any claim, demand, damage, or cause of action of any kind or character arising out of or by reason of the execution of this Agreement or the performance of this Agreement except with respect to matters of gross negligence or willful misconduct of the City Working Draft 12/15/2021 11 HP145\47\768048.v2 or its officials, agents, or employees. The Developer, and the Developer’s successors or assigns, agree to protect, defend and save the City, and its officials, agents, and employees, harmless from all such claims, demands, damages, and causes of action and the costs, disbursements, and expenses of defending the same, including but not limited to, attorneys’ fees, consulting engineering services, and other technical, administrative, or professional assistance except with respect to matters of gross negligence or willful misconduct of the City or its officials, agents, or employees. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the City is entitled under Minnesota Statutes, chapter 466 or otherwise. This section 3.11 shall survive termination of this Agreement with respect to matters first arising prior to such termination and shall be binding on the Developer regardless of the enforceability of any other provision of this Agreement. 3.12. Developer’s Default. In the event of an uncured default by the Developer as to any work or undertaking required by this Agreement, the City may, at its option, (i) refuse to issue building permits, certificates of occupancy, or other City approvals for the Property until such time as such default has been cured; or (ii) perform any work required under this Agreement, and the Developer shall promptly reimburse the City for any expense incurred by the City related thereto. An “uncured default” is any default the Developer has not cured, or undertaken to cure, within 30 days from the date the City notifies Developer of such default. This Agreement is a license for the City to enter onto the Property and act in accordance with the terms of this Agreement, and it shall not be necessary for the City to seek an order from any court for permission to enter the Property for such purposes. If the City does any such work, the City may, in addition to its other remedies, levy special assessments against the Property to recover the costs thereof. For this purpose, the Developer, for itself and its successors and assigns, expressly waives any and all procedural and substantive objections to the special assessments, including, but not limited to, hearing requirements and any claim that the assessments exceed the benefit to the land so assessed. The Developer, for itself and its successors and assigns, also waives any appeal rights otherwise available pursuant to Minnesota Statutes, section 429.081. 3.13. Compliance with Existing Laws. The Developer warrants that all work performed pursuant to this Agreement shall be in compliance with existing laws, ordinances, pertinent regulations, standards, and specifications of the City. 3.14. Building Permits. The City Approvals and this Agreement do not include approval of any building permits for any structures on the Property. The Developer must submit and the City must approve building plans prior to an application for a building permit for a structure on the Property. The Developer or the parties applying for the building permit shall be responsible for payment of the customary fees associated with the building permits and other deferred fees as specified in this Agreement. In addition to all other remedies, permits may be withheld if the Developer is in violation of any of the terms of this Agreement. 3.15. City’s Access. The Developer hereby grants the City, its agents, employees, officers and contractors a non-revocable, non-exclusive, license to enter the Property to perform any work and inspections deemed appropriate by the City related to any of the Developer’s obligations contained in this Agreement. Such license shall terminate upon the issuance of a certificate of occupancy for Working Draft 12/15/2021 12 HP145\47\768048.v2 all Improvements contemplated as part of the development. 3.16. Miscellaneous Provisions. A. The Developer represents to the City that the development of the Property will comply with all city, county, state, and federal laws and regulations including, but not limited to: subdivision ordinances, zoning ordinances and environmental regulations. If the City determines that the development of the Property does not comply, the City may, at its option, refuse to allow construction or development work on the Property until the Developer does comply. Upon the City’s demand, the Developer shall cease work until there is compliance. B. Third parties shall have no recourse against the City under this Agreement. C. An ongoing default by the Developer under the terms of this Agreement shall be grounds for denial of building permits or certificates of occupancy until any such defaults are cured by the Developer. D. Wherever possible, each provision of this Agreement and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other related document. E. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach of any other covenant, agreement, term, or condition, nor does it imply that such covenant, agreement, term, or condition may be waived again. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing and signed by the parties. The City’s failure to promptly take legal action to enforce this Agreement shall not be a waiver or release. G. Each right, power, or remedy herein conferred upon the City is cumulative and in addition to every other right, power, or remedy, express or implied, now or hereafter arising, available to the City, at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so exciting may be exercised from time to time as often and in such order as may be deemed expedient by the City and shall not be a waiver of the right to exercise at any time thereafter any other right, power, or remedy. H. This Agreement, together with the exhibits hereto, which are incorporated by reference, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to this Agreement, superseding all prior or contemporaneous proposals, communications, and understandings, whether oral or written, pertaining to the subject matter of this Agreement. Working Draft 12/15/2021 13 HP145\47\768048.v2 I. No official, agent, or employee of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City on any obligation or term of this Agreement. J. Data provided to the Developer or received from the Developer under this Agreement shall be administered in accordance with the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13. [The remainder of this page to remain intentionally blank]. Working Draft 12/15/2021 14 HP145\47\768048.v2 IN WITNESS OF THE ABOVE, the parties have caused this Agreement to be executed on the date and year written above. THE CITY: By: ____________________________________ Jason Gadd Mayor By: ____________________________________ Michael Mornson City Manager STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of ________________, 20__, by Jason Gadd and Michael Mornson, the Mayor and City Manager, respectively, of the City of Hopkins, a Minnesota municipal corporation, on behalf of the City. ____________________________________ Notary Public Working Draft 12/15/2021 15 HP145\47\768048.v2 THE DEVELOPER: ALATUS HOPKINS MD LLC By: _______________________________ Its: _______________________________ STATE OF ______________ ) ) SS. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this __ day of ________________, 20___, by ______________, the _______________ of Alatus Hopkins MD LLC, a _______________ limited liability company, by and on behalf of said company. __________________________________ Notary Public This document drafted by: KENNEDY & GRAVEN, CHARTERED 150 South 5th Street, Suite 700 Minneapolis, MN 55402 (612) 337-9300 Working Draft 12/15/2021 A-1 HP145\47\768048.v2 EXHIBIT A LEGAL DESCRIPTION OF THE SUBJECT PROPERTY The land to which this Agreement applies is legally described as follows: A portion of the property legally described below that is to be platted as MILE 14 ON MINNEHAHA CREEK: PARCEL 1: Lot 74, Auditor's Subdivision No. 239, Hennepin County, Minnesota, except that part of said Lot 74 which is designated and delineated as Parcel 29, Hennepin County Right of Way Map No. 2, according to the plat thereof on file or of record in the office of the County Recorder in and for said County. (Torrens Property, Certificate of Title No. 1341193) PARCEL 2: That part of Lot 97, Auditor's Subdivision No. 239, Hennepin County, Minnesota, described as follows: Beginning at the point of intersection of the East line of Monck Avenue, (as shown on the recorded plat of said subdivision), with the most Northerly right of way line of The Minneapolis & St. Louis Railway Company; thence in a Northeasterly direction along said Northerly right of way line, a distance of 845 feet to a point; thence South parallel with and 845 feet from the East line of Monck Avenue, (as shown on the recorded plat of said subdivision), a distance of 14.48 feet to a point; thence in a Southwesterly direction parallel with and 13 feet from the most Northerly right of way line, a distance of 845 feet to a point on said East line of Monck Avenue, (as shown on the recorded plat of said subdivision); thence North along said East line of Monck Avenue, (as shown on the recorded plat of said subdivision), a distance of 14.48 feet to the point of beginning, except that part of said Lot 97 which is designated and delineated as Parcel 29A, Hennepin County Right of Way Map No. 2, according to the map thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota, all being located in the Southeast Quarter of the Northeast Quarter of Section 19, Township 117 North, Range 21 West of the 5th Principal Meridian. (Abstract Property) Working Draft 12/15/2021 B-1 HP145\47\768048.v2 EXHIBIT B FORM OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS BLAKE ROAD STATION (SITE A) PLANNED UNIT DEVELOPMENT THIS DECLARATION made this ___ day of ______________, 20__, by Alatus Hopkins MD LLC, a ________________ limited liability company (hereinafter referred to as the “Declarant”); WHEREAS, Declarant is the owner of the real property legally described on Exhibit A attached hereto (hereinafter referred to as the “Subject Property”); and WHEREAS, the Subject Property is subject to certain zoning and land use restrictions imposed by the City of Hopkins, Minnesota ("City") in connection with the approval of an application for a mixed-use planned unit development on the Subject Property and surrounding parcels; and WHEREAS, on December 7, 2021, the City approved four site plans for the Subject Property via Resolutions 2021-079 (“Site A”), 2021-080 (“Site B”), 2021-081 (“Site C”), and 2021-082 (“Site D”); and WHEREAS, the City has approved the development to be located on the Subject Property, including the required site plan approvals mentioned above, on the basis of the determination by the City Council of the City that such development is acceptable only by reason of the details of the development proposed and the unique land use characteristics of the proposed use of the Subject Property; and that but for the details of the development proposed and the unique land use characteristics of such proposed use, the planned unit development would not have been approved; and WHEREAS, as a condition of approval of the planned unit development, the City has required the execution and filing of this Declaration of Covenants, Conditions and Restrictions (hereinafter the Working Draft 12/15/2021 B-2 HP145\47\768048.v2 “Declaration”); and WHEREAS, to secure the benefits and advantages of approval, the Declarant desires to subject the Subject Property to the terms hereof. NOW, THEREFORE, the Declarant declares that the Subject Property is, and shall be, held, transferred, sold, conveyed and occupied subject to the covenants, conditions, and restrictions, hereinafter set forth. 1. The use and development of the Subject Property shall conform to the following documents, plans, drawings, and requirements: a. The plans (“Plans”), prepared by ________________, dated __________________, 20___, the sheets of which are specified on Exhibit B hereof. Original documents are on file with the City and are made a part hereof. b. In exchange for the flexibility provided by the City as part of the approved planned unit development to be located on the Subject Property, the Developer has agreed to provide the elements contained in the Plans, including, but not necessarily limited to, a design that emphasizes public access to Minnehaha Creek; a mixture of both rental and ownership dwellings in both midrise and townhouse buildings; a mixture of different levels of affordable and residential commercial units; a transit-supportive density of at least 80 units per acre; an enhanced pedestrian realm; certain structures are LEED certified; electric vehicle charging stations, VRF HVAC systems, and rooftop photovoltaic solar energy systems; enhanced stormwater management features; privately owned and maintained public open space; and at least two public art displays. 2. The Subject Property may only be developed and used in accordance with all requirements of the City’s Mixed Use District, except for those deviations contained in the Plans or otherwise outlined herein, and all other requirements contained in Paragraph 1 of this Declaration, Working Draft 12/15/2021 B-3 HP145\47\768048.v2 unless the then-owner of the Subject Property first secures approval by the City Council of an amendment to the planned unit development plan or a rezoning to a zoning classification that permits such other development and use. 3. In connection with the approval of development of the Subject Property, the deviations from the City’s land use regulations contained on the attached Exhibit C, to the extent contained in the Plans, were approved. In all other respects the use and development of the Subject Property shall conform to the requirements of the Paragraphs 1 and 2 of this Declaration and the City Code of Ordinances. 4. The obligations and restrictions of this Declaration run with the land of the Subject Property and shall be enforceable against the Declarant, its successors and assigns, which successors and assigns shall be jointly and severally responsible for obligations under this Declaration, by the City of Hopkins acting through its City Council. This Declaration may be amended from time to time by a written amendment executed by the City and the owner or owners of the lot or lots to be affected by said amendment. [remainder of page left blank] Working Draft 12/15/2021 B-4 HP145\47\768048.v2 IN WITNESS WHEREOF, the undersigned as duly authorized agents, officers or representatives of Declarant have hereunto set their hands and seals as of the day and year first above written. DECLARANT: ALATUS HOPKINS MD LLC By: _______________________________ Its: _______________________________ STATE OF ______________ ) ) SS. COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this __ day of ________________, 20___, by ______________, the _______________ of Alatus Hopkins MD LLC, a _______________ limited liability company, by and on behalf of said company. __________________________________ Notary Public This document drafted by: KENNEDY & GRAVEN, CHARTERED 150 South 5th Street, Suite 700 Minneapolis, MN 55402 (612) 337-9300 Working Draft 12/15/2021 B-A-1 HP145\47\768048.v2 EXHIBIT A This Subject Property, which is to be platted as MILE 14 ON MINNEHAHA CREEK, is legally described as follows: PARCEL 1: Lot 74, Auditor's Subdivision No. 239, Hennepin County, Minnesota, except that part of said Lot 74 which is designated and delineated as Parcel 29, Hennepin County Right of Way Map No. 2, according to the plat thereof on file or of record in the office of the County Recorder in and for said County. (Torrens Property, Certificate of Title No. 1341193) PARCEL 2: That part of Lot 97, Auditor's Subdivision No. 239, Hennepin County, Minnesota, described as follows: Beginning at the point of intersection of the East line of Monck Avenue, (as shown on the recorded plat of said subdivision), with the most Northerly right of way line of The Minneapolis & St. Louis Railway Company; thence in a Northeasterly direction along said Northerly right of way line, a distance of 845 feet to a point; thence South parallel with and 845 feet from the East line of Monck Avenue, (as shown on the recorded plat of said subdivision), a distance of 14.48 feet to a point; thence in a Southwesterly direction parallel with and 13 feet from the most Northerly right of way line, a distance of 845 feet to a point on said East line of Monck Avenue, (as shown on the recorded plat of said subdivision); thence North along said East line of Monck Avenue, (as shown on the recorded plat of said subdivision), a distance of 14.48 feet to the point of beginning, except that part of said Lot 97 which is designated and delineated as Parcel 29A, Hennepin County Right of Way Map No. 2, according to the map thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota, all being located in the Southeast Quarter of the Northeast Quarter of Section 19, Township 117 North, Range 21 West of the 5th Principal Meridian. (Abstract Property) Working Draft 12/15/2021 B-B-1 HP145\47\768048.v2 EXHIBIT B The following documents, prepared by _______________, dated ______________, 20____, collectively constitute the Plans: [insert list of Plan sheets] Working Draft 12/15/2021 B-C-1 HP145\47\768048.v2 EXHIBIT C Site A Deviations Height. Residential buildings shall be a minimum of 3 and a maximum of 4 stories. The building proposed for Site A will be 6 stories. Setbacks. Setback standards and allowed deviations are detailed in the table below. Setback Deviations for 325 Blake Road - Site A Setback Standard Proposed Deviation Front (West) 15’ – 25’ 20.3’ None Side (North) 5-15’ 22’ +7 Side (South) 10’ 18.6’ +8.6’ Rear (East) 10’ 17.4’ +7.4’ Parking. The Mixed Use district requires residential uses provide a minimum of 1 and a maximum of 1.5 enclosed parking stalls per unit and 1 guest stall per 15 units. Using these standards, the 112 unit building on Site A is required to provide at least 120 and no more than 176 off-street parking stalls. With 147 stalls shown on the plan, Site A exceeds the minimum off-street parking requirement by 27 stalls. Exterior Materials. The Mixed Use district requires the primary exterior treatment of walls facing a public right-of–way or parking lot on a structure shall be brick, cast concrete, stone, marble or other material similar in appearance and durability. Regular or decorative concrete block, float finish stucco, EIFS-type stucco, cementitious fiberboard, or wood clapboard may be used on the front façade as a secondary treatment or trim but shall not be a primary exterior treatment of a wall facing a public right-of-way. Staff interprets primary to be at least 65 percent and secondary to not exceed 35 percent of the side of a building. Approved deviations from the Mixed Use district exterior materials standards are detailed in the table below. Exterior Materials Deviations for 325 Blake Road – Site A Material North Lake Street South Pedestrian Way East Pedestrian Way West Blake Road Brick 61% 18% 25% 35% Cast Stone 19% 14% 29% 10% Metal Panel 0% 28% 13% 35% Fiber Cement Panel- Reveal System 20% 40% 29% 20% Total 100% 100% 100% 100% Site B Deviations Height. Residential buildings shall be a minimum of 3 and a maximum of 4 stories. The building proposed for Site B will be 5 stories. Setbacks. Setback standards and allowed deviations for Site B are detailed in the table below. Working Draft 12/15/2021 B-C-2 HP145\47\768048.v2 Setback Deviations for 325 Blake Road - Site B Setback Standard Proposed Deviation Front (West) 15’ – 25’ 18.5’ None Side (North) 10’ 17.7’ +7.7’ Side (South) 10’ 11.7’ +1.7’ Rear (East) 10’ 16.3’ +6.3’ Parking. The Mixed Use district requires residential uses provide a minimum of 1 and a maximum of 1.5 enclosed parking stalls per unit and 1 guest stall per 15 units. Using these standards, the 112 unit building on Site B is required to provide at least 120 and no more than 176 off-street parking stalls. With 184 stalls shown on the plan, Site B exceeds the minimum off street parking requirement by 64 stalls and the maximum off-street parking standard by 8 stalls. Exceeding the maximum off-street parking standard is allowable under the PUD. Exterior Materials. The Mixed Use district requires the primary exterior treatment of walls facing a public right-of–way or parking lot on a structure shall be brick, cast concrete, stone, marble or other material similar in appearance and durability. Regular or decorative concrete block, float finish stucco, EIFS-type stucco, cementitious fiberboard, or wood clapboard may be used on the front façade as a secondary treatment or trim but shall not be a primary exterior treatment of a wall facing a public right-of-way. Staff interprets primary to be at least 65 percent and secondary to not exceed 35 percent of the side of a building. Approved deviations from the Mixed Use district exterior materials standards for Site B are detailed in the table below. Exterior Materials Deviations for 325 Blake Road – Site B Material North Pedestrian Way South New Street East Pedestrian Way West Blake Road Brick 0% 0% 0% 0% Cast Stone 44% 42% 40% 48% Metal Panel 26% 20% 28% 20% Fiber Cement Panel- Reveal System 30% 38% 32% 32% Total 100% 100% 100% 100% Site C Height. Mixed use buildings shall be a minimum of 5 and a maximum of 6 stories. Approximately two-thirds of the building on Site C will be 5 stories while the remaining one-third will be 14 stories. Floor to Area Ratio (FAR). In the Blake Road Station Area of the Mixed Use district, the FAR standard is a minimum of 3 and a maximum of 5 for mixed use buildings. The FAR for Site C is 2.39. Working Draft 12/15/2021 B-C-3 HP145\47\768048.v2 Setbacks. Setback standards and allowed deviations are detailed in the table below. Setback Deviations for 325 Blake Road - Site C Setback Standard Proposed Deviation Front (West) 15’ – 25’ 46.5’ +21.5 Side (North) 10’ 43.4’ +33.4’ Side (South) 10’ 27.9’ +17.9’ Rear (East) 10’ 13.5’ +3.5’ Parking. The Mixed Use district requires residential uses provide a minimum of 1 and a maximum of 1.5 enclosed parking stalls per unit and 1 guest stall per 15 units. Using these standards, the 389 unit building proposed for Site C is required to provide at least 415 and no more than 610 off-street parking stalls. With 520 stalls showed on the plans, Site C exceeds the minimum off street parking requirement by 105 stalls. To ensure the capacity of the automated Multi-Purpose Shared Parking System, the City reserves the right to require a parking study prior to issuance of a building permit for the commercial spaces. Exterior Materials. The Mixed Use district requires the primary exterior treatment of walls facing a public right-of–way or parking lot on a structure shall be brick, cast concrete, stone, marble or other material similar in appearance and durability. Regular or decorative concrete block, float finish stucco, EIFS-type stucco, cementitious fiberboard, or wood clapboard may be used on the front façade as a secondary treatment or trim but shall not be a primary exterior treatment of a wall facing a public right-of-way. Staff interprets primary to be at least 65 percent and secondary to not exceed 35 percent of the side of a building. Approved deviations from the Mixed Use district exterior materials standards for Site C are detailed in the table below. Exterior Materials Deviations for 325 Blake Road – Site C Material North Spine Road South LRT/Trail East Pedestrian Way West Blake Road Brick 23.5% 49.7% 37% 30% Cast Stone 0% 0% 0% 0% Metal Panel 41.5% 15.3% 30.2% 60% Fiber Cement Panel- Reveal System 35% 35% 32.8% 10% Total 100% 100% 100% 100% Site D Height. Residential buildings shall be a minimum of 3 and a maximum of 4 stories. The building proposed for Site D will be 5 stories. Floor to Area Ratio (FAR). In the Blake Road Station Area of the Mixed Use district, the FAR standard is a minimum of 3 and a maximum of 5 for residential buildings. The FAR for Site D is 1.57. Working Draft 12/15/2021 B-C-4 HP145\47\768048.v2 Setbacks. Setback standards and allowed deviations are detailed in the table below. Setback Deviations for 325 Blake Road - Site D Setback Standard Proposed Deviation Front (North) 15’ – 25’ 76.8’ +51.8’ Side (East) 10’ 14.9’ +4.9’ Side (West) 10’ 48.4’ +38.4’ Rear (South) 10’ 11.3’ +1.3’ Parking. The Mixed Use district requires residential uses provide a minimum of 1 and a maximum of 1.5 enclosed parking stalls per unit and 1 guest stall per 15 units. Using these standards, the 187 unit building proposed for Site D is required to provide at least 200 and no more than 274 off-street parking stalls. With 277 stalls shown on the plans, Site D exceeds the minimum off-street parking requirement by 77 stalls and the maximum off-street parking standard by 3 stalls. To ensure the capacity of the automated Multi-Purpose Shared Parking System, the City reserves the right to require a parking study prior to issuance of a building permit for the commercial spaces. Exterior Materials. The Mixed Use district requires the primary exterior treatment of walls facing a public right-of–way or parking lot on a structure shall be brick, cast concrete, stone, marble or other material similar in appearance and durability. Regular or decorative concrete block, float finish stucco, EIFS-type stucco, cementitious fiberboard, or wood clapboard may be used on the front façade as a secondary treatment or trim but shall not be a primary exterior treatment of a wall facing a public right-of-way. Staff interprets primary to be at least 65 percent and secondary to not exceed 35 percent of the side of a building. Approved deviations from the Mixed Use district exterior materials standards for Site D are detailed in the table below. Exterior Materials Deviations for 325 Blake Road – Site D Material North Pedestrian Way South New Street East Pedestrian Way West Blake Road Brick 14% 16% 14% 15% Cast Stone 0% 0% 0% 0% Metal Panel 58.4% 60.8% 54% 54% Fiber Cement Panel- Reveal System 27.6% 23.2% 32% 31% Total 100% 100% 100% 100% Automated Multi-Purpose Shared Parking System Narrative Buildings C & D will include “multi-purpose” parking garages that serve both the residents of the housing projects and the patrons of the public realms and entertainment node within the Development – these garages will include a combined 797 parking stalls (520 in Site C and 277 in Site D). General guidelines for the multi-purpose garages operated in Buildings C & D are provided below. The City is agreeable to this parking system given the transit-oriented design of the development under the overall planned unit development agreement. Working Draft 12/15/2021 B-C-5 HP145\47\768048.v2 • Approximately one-third of the parking stalls (250-300 of the approx. 800) would be dedicated reserved stalls leased to residents of the buildings. • The remaining two-thirds of the parking stalls (500-550 of the approx. 800) would be split between unreserved resident parking and transient parking. • In the developer’s recent experience with similar suburban projects, the parking needs of the average rental community is approx. 1.20 parking stalls per unit. • Buildings C & D are currently designed to include approx. 576 rental units, which would equate to 576 total parking stalls (reserved + unreserved) dedicated to the residents based on a 1.20 parking factor. That would leave 105 parking stalls for transient/overflow demand. • The parking garages will be equipped with state-of-the-art parking technology that uses machine learning to make sure there are no inventory problems; this technology would ensure that there is ample parking for residents and track the utilization by the public.