MINUTES OF THE 729th MEETING OF THE

BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF SALT LAKE CITY

Tuesday, April 9, 2013 451 South State Street, Room 326

Salt Lake City, Utah 2:00 pm

1. 2:10:11 PM Roll Call. The following members of the Board of Directors of the Redevelopment Agency of Salt Lake City were present:

Stan Penfold, Chairperson Carlton Christensen, Vice Chairperson Kyle LaMalfa, Director Luke Garrott, Director Søren Simonsen, Director Charlie Luke, Director Jill Remington Love, Director

Also Present:

D.J. Baxter, Executive Director Justin Belliveau, Deputy Director

Others Attending: Jill Wilkerson-Smith, Project Manager Ed Butterfield, Project Manager Travis Pearce, Property Manager Ben Davis, Project Coordinator BreAnne McConkie, Project Coordinator Kort Utley, Project Coordinator Ashlie Easterling, Project Area Specialist Clayton Scrivner, Marketing and Communications Coordinator Damon Georgelas, Agency Legal Counsel Crayola Berger, Office Manager Jennifer Bruno, Salt Lake City Council Office Tom Moriarity, Retail and Development Strategies Lindsey Ferrari, Wilkinson Ferrari Mike Bingham , Bingham Family Alaska Robert Schmidt, Peg Development James Alfandre, Kentlands Initiative Christian Harrison, Kentlands Initiative Tom Berggren, Jones Waldo Holbrook

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 2 2. 2:10:43 PM Briefing by the Staff. Executive Director Baxter announced that Salt Lake City Mayor Becker and Salt Lake County Mayor McAdams are scheduled to host an unveiling of the recently completed schematic design for the Performing Arts Center on Wednesday April 17 at 11:30 am in Gallivan Hall. There will also be a presentation at 5:30 at the Museum of Fine Arts in the Dumke Auditorium. Executive Director Baxter reported that a $900,000 RDA loan for the Urbana project was recently repaid. He said 15 of the 29 units have been sold. Executive Director Baxter reminded Board members that as a part of the budget process, a joint RAC and Board meeting will be held on May 1, 2013 beginning at 2:00 to review funding applications. 3. Delayed, Approval of the Minutes from the Previous Meeting. 4. 2:12:56 PM Report of the Chief Administrative Officer. There was not report of the Chief Administrative Officer. 5. 2:13:09 PM Public Comments. Chairperson Penfold called for public comment on general RDA items. There were no public comments. 6. 2:13:54 PM Written Briefings. A. Written Briefing on Financing for the Utah Performing Arts Center Project. In collaboration with staff from the Office of the Mayor, RDA staff has prepared a transmittal to the City Council that proposes the issuance of tax increment bonds by the RDA, and sales tax revenue bonds by the City to fund the Utah Performing Arts Center project. In total, the tax increment bonds and sales tax revenue bonds will not exceed $116 million. An oral briefing on the financing for the Utah Performing Arts Center will take place during the City Council work session on April 9, 2013, and again on April 23, 2013. Written materials transmitted to the City Council, which cover aspects of the funding plan requiring action by the RDA Board of Directors is attached for reference to the briefings to the City Council. Chairperson Penfold said this unique issue involves both the RDA Board and City Council. There will be a full briefing on this information during the City Council meeting today following the RDA Board meeting. 7. Redevelopment Business/Routine Matters. A. 2012-2013 Budget 1) 2:15:12 PM Public Hearing for Adoption of the Third Amendment to the 2012/2013 Annual Implementation Budget.

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 3 Chairperson Penfold opened the public hearing for adoption of the third amendment to the 2012/2013 annual implementation budget and called for public comments. There were no public comments. Director Simonsen made a motion to close the public hearing. Vice Chairperson Christensen seconded the motion. Upon roll call, Chairperson Penfold declared the motion unanimously approved and the public hearing was closed. 2) Consideration and Adoption of a Resolution of the Board of Directors of the Redevelopment Agency of Salt Lake City Adopting the Third Amendment to the Annual Implementation Budget for the Fiscal Year Commencing July 1, 2012 and Ending June 30, 2013. Staff is asking the Board to consider amending the budget to reflect the receipt of tax increment funds from Salt Lake County. In addition, the amendment requests consideration of four independent funding proposals. 2:15:44 PM Chairperson Penfold proposed that this item be considered later in the meeting. Board members agreed. 4:55:10 PM Executive Director Baxter said there are two categories to consider in the budget amendment. First is the routine allocation of certain and uncertain funds received as a part of the distribution of tax increment funds. The second is consideration of four special requests. Executive Director Baxter reviewed the items that received uncertain funds, and said these amounts were allocated based on the rankings made by the Board as a part of the 2012-2013 budget process with a few exceptions. In the Granary District and West Capitol Hill Project Areas, the RDA received less funding than anticipated in certain funds. In both areas, allocations for public improvements were reduced to reconcile with the actual tax increment received. Executive Director Baxter said that in the Central Business District, some uncertain funding was earmarked for the Convention Center Hotel consultant. The majority of this work has been completed and Salt Lake County representatives have indicated they will likely not need additional funding until next year. He said the Board could hold these funds for future needs, or allocate the funds to the next item in the ranking for uncertain funds which is improvements to Gallivan Avenue. RAC and Chief Administrative Officer Becker recommended allocating these funds to the Gallivan improvements. Vice Chairperson Christensen asked what improvements are cited for Gallivan. Executive Director Baxter said signage is needed, and some entry gateway features. Chairperson Penfold called for a straw poll on the use of these funds. A majority of the board was in favor of allocating the funds to Gallivan Avenue improvements. Executive Director Baxter said the Board previously discussed and directed staff to move forward with two of the four special request items. These include a contribution of $5,000 from CBD to assist with funding midblock walkway evaluations at the upcoming CNU conference, and $800,000 in the Sugar House project area for additional costs of the greenway project. The third item relates to RDA property maintenance. The RDA recently contracted with a new insurance carrier that has recommended pollution liability insurance. Given the condition of many RDA owned properties, staff agrees. The insurance is available as a one-year policy for $34,888, which could be covered with existing budget. However, there is a substantial discount

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 4 for a five-year policy at a total cost of $92,453. Staff is suggesting allocating a portion of these funds from CBD and the balance from Program Income fund. Director Garrott asked the nature of this insurance. Executive Director Baxter said after the fire at the Intermountain Furniture building staff was concerned there may be smoke damage to adjacent buildings. The coverage held by the RDA at that time did not include coverage for damage to adjacent properties. Mr. Pearce added that the coverage also pertains to ground water and soil contamination. The RDA often purchases impacted properties for redevelopment and could be held liable for spread of any contamination. A majority of Board members supported this allocation. Executive Director Baxter said the final request is from the Kentlands Initiative (KI) for a project called Granary Row. He recognized James Alfandre and Christian Harrison with KI, and said they have submitted a funding request for $200,000 as a part of the 2013-14 budget process. Director Garrott asked that the Board consider funding $100,000 of the request as a part of this budget amendment as KI would like to begin their work sooner than the 2013-2014 funding process would permit. He added that funding this request would reduce the allocation available for public improvement funds in Granary District to $65,000. These funds are being accumulated to make improvements to 400 West, which is a high focus to the community. KI’s funding application was included in the briefing materials, as well as a staff evaluation and a memo from Community and Economic Development Director Eric Shaw dated March 15, that outlines the status of the permitting and regulatory processes on this project. He provided Board members an e-mail update on their progress as of earlier in the day. Chairperson Penfold asked Ms. Easterling to review the proposal. Ms. Easterling said this project would consider a new approach at utilizing the right-of-way. The proposal is to use 25 modified shipping containers as retail, restaurant, and office spaces for a temporary project, including event and garden spaces, and public art. The project would be located on 700 South between 300 and 400 West. The project would be in place from June until November on Thursday and Friday evenings, and all day Saturday. The total project cost is $427,000. Chairperson Penfold asked how RAC responded to this request. Ms. Easterling said RAC had a lengthy discussion that included questions such as whether this project could be put together in the time frame indicated and the ownership of the containers after the six month period. Overall, RAC felt this was a very innovative approach to utilizing the right-of-way and recommended funding the request. Executive Director Baxter felt the Board should also consider that procedurally, this request would normally be a part of the standard funding application process, so expediting this request would be outside that process. He added that should the request be approved, it would require approximately 2/3 of the available tax increment in the Granary District for the 2013 and 2014 budget years.

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 5 Executive Director Baxter said an additional concern was raised by Director LaMalfa, who questioned whether events and portable or temporary improvements are eligible expenditures of RDA funds. Executive Director Baxter recognized Mr. Tom Berggren, Agency Legal Counsel to review this question. Mr. Berggren said tax increment monies must be utilized as outlined in the adopted project area plan and be consistent with the RDA law that governs the expenditure of funds. He said in reviewing the project area plan for the Granary District, there is a consistent theme of removal or rehabilitation of dilapidated buildings, encouraging new construction, and improving public infrastructure. He felt that with some minor exceptions, the Granary Row project is a temporary type of festival that does not seem to be consistent with the requirement that there must be permanent improvement to the district. Mr. Berggren felt the law and the project area plan indicate that a physical site or building will be benefited by some type of permanent change. The Granary Row project is limited to six months, which causes him to question whether the request falls within the project area plan or the law as a permissible expenditure. He felt this is an innovative project, and that if it were in the context of a long term improvement it could be considered. However, other than some minor site improvements, there will be nothing to show for this expenditure after six months, and there is no commitment to continue in the future. Mr. Berggren said he found it difficult in to justify this expenditure under the Granary Project area plan. He said while he is not the City Attorney, he felt this may be something the City would be entitled to undertake with General Fund dollars, but that he has issues with the RDA utilizing the funds in this respect. Director LaMalfa asked if there would be less concern if the RDA retained the containers. Mr. Berggren answered that in general, RDA funds should not be used to purchase personal property, which on one level is what the containers would be. However, if the containers were affixed to the ground to make them akin to real property as part of a plan for permanent or long term usage, perhaps it would be permissible. Director LaMalfa commented on the lack of permanence of the People’s Portable Garden. Mr. Berggren said the garden is located on property owned by the RDA and is a way to utilize the property during the holding period prior to development. The project area plan calls for the acquisition of property that will be held and assembled for use in the future. Dealing with property in the interim is ancillary to the development of property. He felt that the garden project, by the expenditure of a modest sum of money, allows the property to be utilized in the short term rather than letting the ground lie fallow. He felt the garden is not a project in and of itself, but a way of utilizing holding funds in a manner that benefits the community. Director LaMalfa said that in the funding application, one of the questions asked of the applicant is: “what quantifiable metric of your project provides evidence that this project will advance the goals or project priorities of the RDA.” A portion of KI’s answer reads: “Granary Row's success could open up some 30 additional acres of right-of-way for creative (and low-cost) development — a form of "property acquisition" heretofore not used by the RDA.” He felt this approach is bold, creative, and strategic, all of which relate to the core to the RDA’s mission. He felt that this

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 6 vision of using or reclaiming public property for private use or redevelopment is the essence of the Granary Row project. Mr. Berggren said he feels the project area plan and the law contemplate projects that have legal structures built into them that ensure some type of long term improvement to the community. By definition, as currently structured, this is a six-month project that will leave no trace. He said that makes it difficult for him to conclude it is consistent with the law and the plan. Director Garrott said the RDA funds many things that don’t leave permanent marks such as development strategies or studies. Mr. Berggren said such items are for designs or standards in support of specific projects that have long term components. Director Garrott felt this project could be conceptualized as a part of a larger development strategy. Director Simonsen said Granary Row will experiment with ideas that can lead to permanent projects by developing uses in the right-of-way to activate the streetscape. There are other places in this district and others that need long-term solutions for the use of midblock rights-of-way. He felt this project would test improvements to determine whether there is a viable market for such improvements without expending the funds to make them permanent. He said that while this investment may be for something quasi-experimental, it certainly could lead to long term solutions, and the information from this temporary function will give indicators on how to approach similar, more permanent improvements in the future. Mr. Berggren said this will be a discrete project in and of itself, and not part of a larger project. He questioned what the RDA would receive for the expenditure of $200,000 other than the experience of a short-term project that may give information and may lead to the design of future programs. He said he would like to see a connection to a longer term program. The contribution being asked is more than the cost of the containers, yet there is no obligation on part of the applicant to continue the project in the future. He felt if there was such an option, and that if the resources being paid for could be utilized in the future, an argument could be made. Director Luke asked how the opinion given by Mr. Berggren impacts future test or pilot programs where temporary improvements are put in place to determine, based on their success, whether to proceed with the program. Mr. Berggren said that should the RDA fund a test program for something that is not in the project area plan or the law, we must show it has potential for long term benefits. He said his concern is that Granary Row is admittedly a short term ephemeral project. However, if there were some deliverables concerning the project’s impact it may be acceptable. Board members discussed other projects that may be considered temporary and Mr. Berggren’s concerns with the proposal. Chairperson Penfold said he felt Mr. Berggren as legal counsel, has expressed concerns that should be considered, but felt there may be an opportunity to move forward with the project providing those issues can be addressed. Director Simonsen said the concerns Mr. Berggren has raised suggest that linking the proposal to something more permanent is an important consideration, and questioned whether these items could be negotiated with the applicant. Director Simonsen said there have been many studies and

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 7 discussions regarding use of midblock areas, and several RDA projects have developed infrastructure with median improvements. He felt that what is learned through the Granary Row project could identify new types of median improvements and could lead to permanent solutions in this and other areas. He suggested that the BOD determine whether criteria could be outlined that would address the legal issues that have been raised and that consider the long term interests of the proposer. He felt that KI has represented their long term interest in the Granary District many times. Chairperson Penfold asked if the Board were to request items such as an assessment of the viability of the project on a continued basis, and whether this type of process could be done in other rights-of-way or become more permanent installations would be the types of deliverables needed. Mr. Berggren answered yes. He also suggested that the RDA enter into the same type of participation agreement with KI as is normally done with partners in the development of a district. Director Garrott said he felt the focus that these improvements will be temporary may be over emphasized as there is a possibility this could become seasonal depending on the intention of the applicants. Mr. Berggren said if the RDA could be given assurance that this won’t be temporary it would be helpful. However, as the application stands it requests a $200,000 grant for a six-month project that will involve perhaps $20,000 in site improvements that may or may not benefit the area on a long term basis. He felt it may be possible to work out an agreement with the applicant that would give some comfort that the project could continue on a permanent, or at least a long term basis. Director Garrott said that KI may be emphasizing the temporary nature because of administration rules regarding rental of the right-of-way for more than a season. In that way, it is temporary. However it does not mean it is ephemeral. Mr. Berggren said the agreement with the RDA could be expressly subject to KI’s rights to occupy the property as granted by the City. Director Simonsen felt it could be something similar to the agreement with the Farmers Market. Chairperson Penfold said that another concern identified by staff is that the life safety requirements are in place. KI is working to resolve these issues through the City’s permitting process. Chairperson Penfold asked whether Board members would consider a request for the applicants to evaluate this as an ongoing project in city rights-of-way and that they make recommendations to the RDA Board based on their findings. This could include an evaluation of what works, what doesn’t, and the pros and cons of what it would take to make this a continuing or annual temporary project. Mr. Alfandre and Mr. Harrison indicated they were willing to include such a commitment. Chairperson Penfold asked Mr. Berggren whether adding this type of deliverable product or recommendation would make him more comfortable with the request. Mr. Berggren indicated that it would.

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 8 Board members discussed concerns with meeting the life safety issues, ownership of the assets, permits, the commitment by the applicants to some enumerated conditions regarding their own funding, and the enforcement mechanism of a participation agreement. Director Simonsen suggested that KI provide feedback from the project to include what is learned that would assist in making this a seasonal or annual event. KI has already held temporary events in this district, and they have demonstrated a long term commitment. He felt by investing in the facilities, containers, and infrastructure they are continuing a pattern of annual events that is already established. He felt that having a post occupancy evaluation would help in considering how improve and continue these programs. Director Garrott asked Executive Director Baxter to speak to the issue of lost opportunities by utilizing this funding from the Granary Distinct. He asked the nature of the proposed improvements on 400 West. He said removing the tracks and installing a lot concrete was not of interest to him as he feels the tracks give the area character. Executive Director Baxter said the improvements to the street have not yet been designed. He said he felt that the tracks do provide a touchtone to the history of the neighborhood, and that he was hopeful there would be a way to preserve some remnant of that history, or the tracks themselves. However, the businesses and property owners in the area have made it very clear that they feel the condition of 400 West is the biggest impediment to their ability to make progress in the neighborhood. Their top priority is to make improvements to this street. The RDA is accumulating funds to design the street with consideration of the possibility of the streetcar, and the preservation of some of these historic elements. Once the design is completed, funds will need to be accumulated to begin the improvements, likely a block at a time. He said he didn’t feel anyone wants this to be a sea of concrete, but there are ways to design the street to make it more pedestrian friendly and viable for the adjacent property owners and business. Director Simonsen suggested that in the event the Board elects to fund the KI request, the $65,000 balance be utilized for design with a focus on what has been learned from this project, including what could become permanent improvements to the median on 400 West. Executive Director Baxter said this would likely not be enough to complete the design work. Director Garrott commented that this area has not generated much increment because past strategies have not been successful. Ms. Easterling commented that the applicant has indicated that they would be reducing the amount of their full request from $200,000 to $150,000, so the amount to be requested as a part of the 2013-2014 budget process would be $50,000. Chairperson Penfold suggested a straw poll to determine whether Board members were supportive of funding $100,000 for the Granary Row project, should the concerns outlined by legal counsel be addressed. Director Simonsen suggested that the straw poll include the following conditions:

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 9

1) The applicant is to return with a public benefit analysis of how this will help with long term redevelopment strategies.

2) That at the end of the temporary use of the street right-of-way, the applicant identifies lessons learned and improvements that could become permanent.

3) Funding would be subject to all required permits being in place. Director Simonsen also suggested that the remaining $65,000 from the 2012-2013 budget be allocated to begin a design process for 400 West improvements that would take advantage of this project while it is in place. Vice Chairperson Christensen made a procedural request that this item be considered separate from the balance of the items on the budget amendment. He said that he is supportive of the balance of the budget amendment, but that he has some concerns with funding the KI request. Chairperson Penfold agreed. Vice Chairperson Christensen made a motion to approve the budget amendment as discussed with the exception of the Kentlands Initiative Granary Row request, which will be acted upon next. Director Garrott seconded the motion. Upon roll call, Chairperson Penfold declared the motion unanimously approved and the resolution was adopted. Director Simonsen made a motion to approve the $100,000 funding request from Kentlands Initiative for the Granary Row project subject to the following conditions: 1) All required permits are secured from Salt Lake City, 2) The proposal is modified to include a public benefit component that will identify long term benefits that will accomplish the RDA’s goals, 3) There be a post event or post use evaluation is completed to identify the possibility of more permanent solutions from this temporary event, and 4) That the remaining $65,000 this year’s budget be incorporated to design improvements on 400 West. No second was offered. Director LaMalfa said he was not comfortable with the fourth item. Mr. Berggren asked for clarification on the public benefit component and whether the Board would anticipate that the agreement between the RDA and the applicant would include an obligation on the part of the applicant to make the project work in the future, providing both parties agree it was a success. Director Simonsen said he would like to ask that the applicant work with RDA staff to identify the public benefit, particularly if the RDA is going to consider subsequent funding as this application moves forward in the 2013-2014 funding cycle. He felt that addressing the concerns Mr. Berggren raised about permanent and public benefit elements would be a useful part of that application. Chairperson Penfold asked whether the public benefit component could include negotiating ownership of the containers should that make this a successful long term event. Mr. Berggren answered yes. Director Luke seconded the motion. Vice Chairperson Christensen said that while he was appreciative of the applicant’s innovative approach, he has serious concerns with the list of unmet items, including the permits. While the

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 10 RDA’s policies in this area have not been fruitful, there was an assumption in the early days of this project area that the City’s Fleet Facility would be redeveloped and be the catalyst for development in Granary. The Fleet Facility was not made available for development until 10 years later than planned which, coupled with other issues, have stymied the area. He felt this may not be the best and most prudent way to move forward in this area. Director Luke expressed support for the motion and said he felt the project will provide information about different ways to consider whether our public spaces are successful. He said he had shared some of Mr. Berggren’s concerns, but with the conditions that have been put in place he is comfortable moving forward. Director Garrott expressed his support for the motion because he felt it may provide an alternate way to redevelop this area that may make it a very special place while helping to reach the RDA’s goals. He felt this process may save the public money as it will continue to build on the plan that came from the KI charrette last year. He felt the momentum built will be helped by public support and that he views KI as partners. He said he is excited about the alternate form of redevelopment that might avoid the sort of sterile gentrification that redevelopment tends to bring. He said he was hopeful that this process will be reproduced in other areas. Upon roll call Chairperson Penfold declared the motion approved with Vice Chairperson Christensen voting nay. B. 2:16:25 PM 2013-2014 Budget Review of Administrative Budget and Staffing Document. Staff is asking the Board to review the proposed administrative budget and the staffing document to be included in the 2013/2014 Annual Implementation

Executive Director Baxter reviewed the proposed administrative budget and staffing document for 2013-2014.

Board members discussed the proposed increases in the administrative budget, current staffing levels, team concept, and the marketing and communications position.

Board members directed staff to move forward with the proposed Administrative Budget and Staffing Document as presented.

8. Redevelopment Business/Old Business. A. 2:20:50 PM Consideration and Adoption of a Resolution of the Board of Directors of the Redevelopment Agency of Salt Lake City Authorizing the RDA to Enter into a Six-Month Exclusive Negotiation with the Housing Authority of Salt Lake City for the Acquisition of RDA Owned Property Located at 444 South 900 East. Staff is Seeking adoption of a resolution approving the RDA to enter into a six- month exclusive negotiation period with the Housing Authority of Salt Lake City to develop RDA property located at 444 South 900 East.

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 11 Director Simonsen recused himself from the discussion and left the meeting. Mr. Butterfield said that a total of eight development proposals were received for this project. A selection committee consisting of RDA staff, a RAC member, City Staff, and community members reviewed and ranked the proposals. The proposal by the Housing Authority received the highest ranking from the committee. Vice Chairperson Christensen asked about the criteria used by the selection committee to rank the proposals. Mr. Butterfield said the categories for the ranking included: financing, the developers’ qualifications, and the project itself. He said the two top ranked proposals were within one point. The selection committee members, especially the neighborhood representatives, felt the Housing Authority’s design fit better with the characteristics of the neighborhood. The committee also felt their financing package was stronger. Vice Chairperson Christensen noted that the Housing Authority was proposing all one-bedroom and studio units, he asked the unit mix of the other proposers. Mr. Butterfield said the other two proposals included two-bedroom units. The selection committee asked the Housing Authority whether they would consider changing the proposed unit mix to include family oriented units and were told that was possible. Board members expressed concern that adding family housing in this area may be an issue for the local school. Vice Chairperson Christensen made a motion to adopt the resolution. Director Love seconded the motion. Director Garrott asked that there be some recognition of the historical use of this site as a community recreational and gathering space. Director Luke also asked that staff contact Bennion Elementary School regarding housing unit mix prior to finalizing the development documents. Upon roll call, Chairperson Penfold declared the motion unanimously approved and the resolution was adopted. Director Simonsen was not present for the vote. B. 2:43:24 PM Update on the Utah Performing Arts Center Project. The following topics will be presented at the upcoming meeting: (1) findings of a retail market analysis and strategy implementation recommendations for Regent and Main Streets; and (2) timeline and objectives for conducting public outreach for the duration of the project. Director Simonsen returns to the meeting. Deputy Director Belliveau recognized Mr. Tom Moriarity with Retail and Development Strategies, the company engaged to conduct a market study to evaluate the potential for additional retail development in and around the Utah Performing Arts Center (UPAC) and to make recommendations for a strategy to make this retail successful. He also recognized Ms. Lindsey Ferrari with Wilkinson Ferrari who was present to update the Board on the public outreach and engagement activities. Deputy Director Belliveau said the location of UPAC provides a unique opportunity to activate and engage Main and Regent Streets with additional retail. There are elements of the design that will help make Regent Street a prominent mid-block connector between City Creek Center to the

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 12 north, and Gallivan Center to the south. The current budget includes 3,200 square feet of retail, a 1,500 square foot café on Main Street, and 1,700 square feet of retail within the building on Regent Street. Other amenities included in the budget that will activate and engage the public are the Winter Garden, Main Street Terrace, and the public plaza on Regent Street. Mr. Moriarity has considered the opportunities on Main and Regent Streets, and will recommend some design improvements for the project as well as recommendations for management of this area as a district. Deputy Director Belliveau said that some of the physical improvements to Regent Street included in these recommendations are not within the current UPAC budget. However, they are listed as second tier priorities. Staff will include funding requests in the upcoming budget process to begin the allocation of funds for the physical improvements as well as establishing a structure for creating a management district for Regent Street. Mr. Moriarity described the background of his studies and presented the findings utilizing a power point presentation of the briefing materials. Director LaMalfa asked whether a break-even amount to cover the costs of these improvements had been considered. Mr. Belliveau clarified that this type of analysis has not yet been completed, but would be done prior to progressing to implementation. Mr. Moriarity reviewed the recommended implementation steps including the focus, design, infrastructure needs, management mix, and maintenance needs. Mr. Moriarity expressed his support of local businesses, and their importance in this project mix. However, these businesses must be strong enough to be successful. Director Garrott asked about the rental rates and retail market in the area, the expectation of future growth, and how to best complement this growth while including local business in the mix. Mr. Moriarity discussed the varying value of downtown blocks and the notion of subsiding rents in the area. He felt it was important to attract retailers that best fit in the spaces. He said RDS is recommending that a retail recruitment management program is created to provide advice and direct potential and existing retailers to help them maintain active and successful businesses. Director Love felt the City Council and RDA Board should have policy discussions to consider incentives to assist with this growth. Chairperson Penfold stressed that local businesses are a priority and consideration of ways to accommodate them is critical to the Board. Chairperson Penfold commented that these recommendations cross multiple administrative jurisdictions in the City, not just the RDA. He asked what communications have taken place groups such as Salt Lake City Community and Economic Development and the Downtown Alliance. Deputy Director Belliveau said the UPAC group is currently exploring how to allocate all the resources of people and knowledge bases. A series of workshops has been scheduled to continue the discussions with all these groups regarding the public spaces surrounding the UPAC, and how to activate and program the spaces around the Winter Garden, and Regent and Main Streets.

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 13 Vice Chairperson Christensen asked if the same entity would coordinate the retail group and the events. Mr. Moriarity said it did not have to be same entity but rather a partnership between the groups. He said there has been very strong response during the public outreach, there are many individuals and groups that want to know how they can help. He said a vehicle needs to be established to manage and coordinate these efforts. Chairperson Penfold asked the next steps in the process. Deputy Director Belliveau said staff has prepared a funding request that will be presented as a part of the budget process to fund further exploration of the financial feasibility of this model and the necessary physical improvements. Staff would like to get this work underway as soon as possible so it can be completed in concert with the UPAC project. Chairperson Penfold asked Ms. Ferrari to present an overview of the communications strategy. Ms. Ferrari reviewed the key elements of the plan over the next three years utilizing the briefing materials. She commented that a mailing program would target registered voters. Director Simonsen questioned sending the mailing only to registered voters and said he felt it was important to target all City residents, as well as the business community. 3:37:30 PM Chairperson Penfold tabled item 9.C. and pulled item 9.D., the closed meeting, from the agenda. 3:38:20 PM Chairperson Penfold recessed the meeting. 3:50:05 PM Chairperson Penfold reconvened the meeting. 9. Redevelopment Business/ New Business. A. 3:50:21 PM Consideration and Adoption of a Resolution of the Board of Directors of the Redevelopment Agency of Salt Lake City Approving the Terms for a Loan With EA Land Investments, LLC for the Remediation and Construction of a Hotel Parking Structure Located at 106-132 South 300 West. EA Land Investments seeks Board approval of a $2.5 million loan for site remediation and construction of a 365-stall above grade parking structure that will service a two hotels. The RDA loan would be subordinate to a $19.4 million construction loan from U.S. Bank. Ms. Wilkerson-Smith introduced Mr. Mike Bingham representing Bingham Family Alaska and Mr. Robert Schmidt representing Peg Development, the two entities that comprise EA Land Investments, LLC. EA Land is requesting a loan totaling $2,500,000 for environmental remediation and construction of a 349-stall parking structure for a Hyatt House Hotel to be built to the south of the Energy Solutions Arena. She said the RDA owns the Utah Paper Box property which abuts the parking structure site. Utah Paper Box is currently leasing the property from the RDA and some operations are still taking place at this location. The lease will expire in December 2013, with an option for two (2) one

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 14 year extensions. Although the RDA has not yet determined the reuse for this property, there is a unique opportunity for this site as it could provide a public easement through the block. She said the loan will be in two parts, the first for remediation of the site, and the second for the construction of the improvements necessary for the parking structure. She added that the Loan Committee recommended approval of the loan. Ms. Wilkerson-Smith said the issue before the Board has to do with the relationship of the Utah Paper Box site and the parking structure property. Staff would like to assure that the structure and 15’ strip of property adjoining the Paper Box site are improved in a way that will provide a logical link to the future development of the Paper Box site. The proposed terms of the loan are standard with the exception of items #10 and #11on the term sheet. Item #10 refers to the installation of interim improvements, which may include landscaping or façade improvements as referenced in the handout provided (copy attached). She reviewed the options for such improvements, and costs. Staff is proposing that EA Land include the improvements selected by the Board in the development of the parking structure, after which the RDA would decrease the principal balance of the loan to reimburse EA Land for these costs. Ms. Wilkerson-Smith said item #11 refers to a license agreement to be recorded against the parking structure to allow the RDA access to the property to install additional improvements such as lighting or public art to match the design of the development of the RDA property, once that occurs. The resolution caps the amount to install these improvements at $250,000, which would be deducted from the loan balance.

Chairperson Penfold asked the time frame for determining the use of the property. Ms. Wilkerson-Smith said staff will submit funding requests for midblock improvements which would go toward designing these improvements. The unknown piece is when the Utah Paper Box will vacate the property, which could be as late as December 2015, so it may take that long to move forward with the redevelopment of this site.

Director Simonsen asked whether the parking structure could be relocated to better accommodate a midblock easement. Mr. Schmidt said that originally the parking structure was located on the lot line. However, in discussions with RDA, EA Land was asked to move it away from the property line to accommodate these improvements. The rest of the site plan has been laid out and they have approval of the plan development and the completed design. Ms. Wilkerson-Smith said there have been some preliminary designs considering this site plan and it is possible to develop the Paper Box site with a midblock easement. Mr. Schmidt said EA Land feels it would not be an issue to bring future development against the property line, as long as it is done it a manner that doesn’t cause damage to the parking structure and considers the environmental issues. This is the back of their project, and they are amenable to whatever needs to be done to facilitate future development on the Paper Box property. Director Simonsen felt it was important to consider how to add vitality to what could become an important pedestrian network and how best to develop these mid block connections long term.

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 15 He asked if the access agreement could include the possibility of the RDA acquiring the 15’ easement or working with EA Land to develop this area as the plans for this midblock connection are completed. Mr. Schmidt said EA Land would be open to those discussions as long as it does not delay the process of our project. They anticipate closing on the construction loan this week, and would like to move forward, but that they are amenable to working with the RDA to beautify the property. Board members discussed the environmental issues with the EA Land parcel, the type of hotel being built, the possibility of public parking in the structure, the surrounding uses, and how this project will enliven the streetscape.

Vice Chairperson Christensen felt that putting any façade enhancements on the parking structure at this time was premature, since the use and design of the Paper Box property has not been determined. He felt that negotiating how that may take place in the future makes sense. He felt it was important to remediate the environmental issues to make the land viable for future use. Board members discussed the costs of the various options, types of landscaping that would be viable, and utility infrastructure that could be added to the area as a part of this agreement. Board members asked staff to consider landscape options to soften the wall of the parking structure such as a green wall or ivy. Director Simonsen made a motion to adopt the resolution as written, with direction that the developer will install utility improvements necessary to support future lighting and landscaping, as well as a structured element that can support a landscape solution to soften the parking structure wall. Director LaMalfa seconded the motion. Director Garrott said he would not support the motion, he felt that public needs were not considered in planning this project and that the parking could be expanded and made available for public parking. Upon roll call, Chairperson Penfold declared the motion approved and the resolution was adopted with Director Garrott voting nay.

B. 4:49:19 PM Discussion and Recommendation on Options for the Extension of the West Capitol Hill Project Area.

Staff is seeking discussion and policy direction on extending the term of the West Capitol Hill Project Area. Chairperson Penfold asked Board members whether they supported the extension of this project area. Director Garrott asked how the taxing entities felt about an extension. Executive Director Baxter said staff would like direction from the Board regarding which extension option is preferred prior to approaching the taxing entities. Director Garrott asked why this project area has a funding cap. Vice Chairperson Christensen recalled that the area was set up with targeted focus on infrastructure, housing, and commercial improvements. He felt any extension should be focused in the same manner. Director LaMalfa

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 16 commented that while he was not opposed to an extension he would prefer to take any requests with regard to RDA project areas at the same time. Chairperson Penfold asked whether there was a deadline on the extension request. Mr. Butterfield said the end of the calendar year. Executive Director Baxter added that unless an extension is approved, the RDA will not receive tax increment from the area for 2013 since the cap has been met. In order to receive funding for this project area, the RDA would have to submit a request on November 1, 2013 for tax increment funds for the 2014 tax year. If a new project area or extension is in not in place by November 1, 2013 no funding could be requested for the 2014 tax year.

Chairperson Penfold tabled this item to a future meeting. C. 3:37:30 PM Consideration and Approval to use Funds From the Sugar House Project Area’s Public Improvements and Development Fund To Install Street Lights along the West Frontage of the 2100 Sugarhouse Project (2121 South McClelland Street).

Staff is seeking approval to use funds from the Sugar House Project Area’s Streetscape and Amenities fund to install street lights along the frontage of 2121 South McClelland Street. This item was tabled to a future meeting.

D. 3:37:30 PM Consider Adopting a Motion to Enter Into a Closed Meeting in Keeping With Utah Code to Discuss Pending Litigation and/or the Acquisition/Disposition of Real Property and/or Attorney-Client Matters That are Privileged Pursuant to Utah Code Ann. § 78b-1-137(2).

This item was pulled from the Agenda. 10. Consent.

A. 6:04:54 PM Adoption of a Resolution of the Board of Directors of the Redevelopment Agency of Salt Lake City Authorizing the Agency to use 300 West Street Design and Public Improvement Funds from the West Capitol Hill Project Area to Design 300 West Roadway Improvements and Install Five Ductbanks to Service Future Landscaped Medians.

Seeking adoption of a resolution to use funds from the West Capitol Hill Project Area’s 300 West Street Design and Public Improvements funds to design certain roadway improvement—including landscaped medians, crosswalk and intersection improvements, and street lighting—to 300 West Street, and to use funds from the West Capitol Hill Project Area’s Public Improvement fund to install five ductbanks along 300 West Street to enable utilities to service future landscaped medians. B. Adoption of a Resolution of the Board of Directors of the Redevelopment Agency of Salt Lake City Approving an Amendment to the Purchase and Sale Agreement with VCBO Build, L.L.C. and Brian Peterson tor the

RDA Board Meeting Minutes Tuesday, April 9, 2013 Page 17 Development of Agency-Owned Property Located at 868 South Jefferson Street. Staff is requesting a 30-day extension to the outside closing date for the sale of the RDA-owned property at 868 South Jefferson Street (the “Property”). The purpose of this extension is to provide the RDA with addition time to demolish the existing structure located on the Property. Director Garrott made a motion to adopt the consent agenda items. Vice Chairperson Christensen seconded the motion. Upon roll call, Chairperson Penfold declared the motion unanimously approved and the resolutions were adopted. 11. 6:05:32 PM Adjournment. Director Luke made a motion to adjourn the meeting. Vice Chairperson Christensen seconded the motion. Upon roll call, Chairperson Penfold declared the motion unanimously approved and the meeting was adjourned. ____________________________________ Stan Penfold, Chairperson This document along with the digital recording constitute the official minutes of the Redevelopment Agency of Salt Lake City Board of Directors meeting held Tuesday April 9, 2013.