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HomeMy WebLinkAbout051396REGULAR PLANNING COMMISSION AGENDA MONDAY, May 13, 1996 7:00 p.m. 2. 3. 4. Call Meeting to Order: Roll Call: Approval of Minutes: Public Hearings: 96-012 - CONSIDER THE PRELIMINARY PLAT FOR THE PROJECT KNOWN AS "EAGLE CREEK VILLAS"- SUBDIVIDE 13.5 ACRES INTO TWO LOTS AND THE EXTENSION OF PRIORWOOD STREET. (4.A OF 4/22/96 AGENDA) 96-029 - JENNIFER LAMBERT - ZONING ORDINANCE TO PERMIT CERTIFIED THERAPEUTIC MESSAGE IN CERTAIN COMMERICAL LOCATIONS. (4.B OF 4/22/96 AGENDA) 96-034 - PHEASANT MEADOW - CONDITIONAL USE PERMIT, TOWNHOMES SOUTH OF 170TH AND EAST OF THE SUNSET HILLS SUBDIVISION. 96-037 - ZONING ORDINANCE AMENDMENT REGARDING INVALIDATION OF VARIANCES. 96-027 - COOPERATIVE POWER ASSOCIATION - VARIANCE REQUEST FOR THE PROPERTY AT COUNTY ROAD 42 AND TIMOTHY AVENUE TO CONSTRUCT UTILITY POLE. (4.C OF 4/22/96 AGENDA) 96-030 - ROBERT OSTIDIEK - VARIANCE REQUEST FROM THE CITY CODE TO CONSTRUCT A POLE BARN ON THE PROPERTY AT 4510 JACKSON TRAIL.SE. (4.D OF 4/22/96 AGENDA) 96-031 - ANDREW SIEBENALER - VARIANCE REQUEST FOR THE PROPERTY AT 3842 PERSHING STREET TO CONSTRUCT A 2-CAR GARAGE. (4.E'OF 4/22/96 AGENDA) 96-032 - MICHAEL LEITCHMAN - VARIANCE REQUEST FOR THE PROPERTY AT 3044 170TH STREET TO CONSTRUCT A SINGLE FAMILY HOME. (4.F OF 4/22/96 AGENDA) 16200 L:~~k Ave. S.E., Prior Lake, Minnesota ~3~72-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245 AN EQUAL OPPORTUNITY EMPLOYER 96-035 - THOMAS MANSK - VARIANCE REQUEST FOR PROPERTY AT 14840 OAKLAND BEACH AVENUE TO CONSTRUCT AN ADDITION AND GARAGE. 5. Old Business: 96-039 - CONTINUATION OF ZONING ORDINANCE AMENDMENT REGARDING SIDE YARD SETBACKS, REPLACEMENT OF NON-CONFORMING DECKS; HOME OCCUPATIONS AND CITY REIMBURSEMENT COSTS. am New Business: Announcements and Correspondence: New Planning Commission members 8. Adjournment: AG051396.1)OC PAGE 2 PLANNING COMMISSION MINUTES MAY 13, 1996 The April 22, 1996 Planning Commission meeting was canceled due to the lack of a quorum. Some of the reports will reference April 22, 1996. The May 13, 1996, Planning Commission Meeting was called to order by Chairman Kuykendall at 7:00 p.m. Those present were Commissioners Criego, Lof~us, Wuellner, Vonhof and Kuykendall, City Planner Don Rye, Assistant Planner Michael Leek and Recording Secretary Connie Carlson. ROLL CALL: Criego Present Wuellner Present Vonhof Present Loftus Present Kuykendall Present APPROVAL OF MINUTES: MOTION BY CRIEGO, SECOND BY VONHOF TO APPROVE THE APRIL 8, 1996, MINUTES AS WRITTEN. Vote taken signified ayes by Criego, Vonhof, Wuellner, Lof~us and Kuykendall. MOTION PASSED. PUBLIC HEARINGS: 96-012 - CONSIDER THE PRELIMINARY PLAT FOR THE PROJECT KNOWN AS "EAGLE CREEK VILLAS"- SUBDIVIDE 13.5 ACRES INTO TWO LOTS AND THE EXTENSION OF PRIORWOOD STREET. The hearing was open to the public and a sign-up sheet circulated to the audience in attendance. Assistant Planner Michael Leek presented the information from the Planning Report dated April 22, 1995. Staff recommended adopting Resolution 96-15PC for approval of the preliminary plat of Eagle Creek Villas as presented subject to the conditions or with specific changes directed by the Planning Commission. Comments from the audience: A1 Rehder, 3440 Federal Drive, Eagan, the land surveyor and civil engineer for the project said Mr. Leek covered all matters very well in the presentation and he would be available for questions. MN051396.DOC PAGE I Charles Cappuchino, 4206 Cates Street, stated his main concern was the density of the project. His understanding is the asking price per unit is around $130,000 to $165,000 and does not feel the homes will sell at this price. Other neighboring condos are not selling. Commissioner Kuykendall closed the public heating. Comments from the Commissioners: Criego: · Discussion on grading. · Assistant City Engineer John Wingard discussed the grading, drainage area, the water quality pond and the extension off Duluth Avenue. Mr. Wingard feels confident everything is being done to control the erosion and protecting the wetland. · A1 Rehder discussed the value of a $130,000 minimum unit. The developer feels the demand is there. The units will not be put in all at one time. The development will start on the westerly edge of the project. All grading will take place at one time and take a year and one half to complete. Loftus: · The property was not part of the Priorview PUD. The market was not there for the condos. There is no guarantee the twin homes will not become rentals. · Leek said the City Ordinances do not designate owner occupied projects. · Rye explained the use is a legal permitted use and not an issue. The owners, hip is not something subject by regulation by the City any more than a single family subdivision. The market will dictate the success of the development. · Supportive of proposal. Vonhof: · Wetland mitigation. Leek explained it was not possible to get all the mitigation on this site because of the restrictions. Generally the City tries to get as much mitigation on site as possible. · Concerns similar to Criego's regarding wetland. · Supportive of road connection. · Sidewalk area on one side of Priorwood Street - any sidewalks on cul-de-sac? · Leek responded that was a private driveway with no sidewalks. · Generally supports proposed development. Wuellner: · All comments have been addressed. Kuykendall: · Sidewalks could be added on Duluth Avenue as part of the requirement. MN0S 1396. DOC PAGE 2 · Wingard explained it would be a better to add sidewalks when the City upgrades Duluth Avenue. Al Rehder said the chances of putting in a sidewalk now is not a good idea with the reconstruction of Duluth. · Wingard said they are oversizing the street to add sidewalks and allow for the school bus traffic. · The developer will be respoCsible for street lights on Priorwood Street (every 300 feet) which will be serviced underground. Open Discussion: The developer is showing the sidewalks, utilities and lighting in the plans. Other items could become part of the Developer's Agreement. Discussion of sidewalks on both sides of the development. Possibility of setting aside money for a sidewalk on Duluth. Rye questioned the legality of requiring the developer to put money in escrow for a future project that may never be built and whether the benefit can be demonstrated. A better way to deal with this is through the Developer's Agreement. A1 Rehder estimated the cost for the additional sidewalk in the development to be $15,000 to $20,000. MOTION BY LOFTUS, SECOND BY WUELLNER, TO APPROVE RESOLUTION 96-15PC RECOMMENDING CITY COUNCIL APPROVE THE PRELIMINARY PLAT OF "EAGLE CREEK VILLAS" SUBJECT TO THE CONDITIONS HEREIN. Discussion: The additional sidewalk would be a cost burden for the developer. The Ordinance states one or two sidewalks and the City is going beyond the required one sidewalk. Who will maintain the sidewalks in the winter not located in front of a residence'?. The City (Park and Public Works Departments) do not have the man power. The State did not address pedestrian safety, only the traffic. Comment of justifying sidewalks within a school and minor arterial street in the interest of pedestrian safety, especially children. Snow removal is secondary. Vote taken signified ayes by Loftus, Wuellner, Criego and Vonhof. Nay by Kuykendall. MOTION PASSED. 96-029 - JENNIFER LAMBERT - ZONING ORDINANCE TO PERMIT CERTIFIED THERAPEUTIC MESSAGE IN CERTAIN COMMERCIAL LOCATIONS. The hearing was open to the public and a sign-up sheet was circulated. MN0$1396. DOC PAGE Assistant Planner Michael Leek presented the information fi.om the Planning Report dated April 22, 1996. Staff recommended City Council approve the amendment as presented or with changes suggested by the Planning Commission. Comments from the public: Jennifer Lambert, 4575 139th S,_treet, Savage, stated Mr. Leek covered the issues well. Penny Borchardt, 21880 Panama Avenue, owner of Kay Lyn's Coffee and Tanning submitted a petition of over 400 signatures for a massage service. The interest is there and the residents want the service in Prior Lake. Linda Epps, 15375 Garfield in Faribault, a certified massage therapist, stated she is interested in having a massage business with Dr. Lemke in Prior Lake and is concerned that the permitted use does not include the word "clinic". Ms. Epps wants to make sure the clinics are included. Michael Leek responded he tried to call Mrs. Epps and left messages. He said staffs interpretation of those uses could easily be interpreted to include massage therapy, specifically chiropractic and other health clinics. Staff's interpretation is the code currently permits it for those kinds of uses but that it could be specified in the ordinance. It is a necessary ancillary service. Comments from the Commissioners: Loftus: · The Ordinance should be specific and include "clinic" type language. Vonhof: · Agrees with Loftus and is supportive. Wuellner: · Concurs Criego: · Concurs Kuykendali: · Concurs Rye explained the permitted uses. MOTION BY VONHOF, SECOND BY WUELLNER TO ADOPT ORDINANCE 96- 13. MNO$1396 DOC PAGE 4 Vote taken signified ayes by Vonhof, Wuellner, Criego, Lofms and Kuykendall. MOTION CARRIED. 96-034 - PHEASANT MEADOW - CONDITIONAL USE PERMIT, TOWNHOMES SOUTH OF 170TH AND EAST OF THE SUNSET HILLS SUBDIVISION. The public hearing was open an;t the sign-up sheet circulated. Assistant Planner Michael Leek presented the information from the Planning Report dated April 22, 1996. Staff recommended adoption of Resolution 96-20PC (recommending City Council approve the CUP for Pheasant Meadow) and Resolution 96- 12PC, (recommending City Council approve the preliminary plat of Pheasant Meadow subject to the conditions outlined) as presented or with changes recommended by the Planning Commission. Comments by the public: Terry Schneider of Project Developers, 600 South Hwy 169, St. Louis Park, along with Jeff Williams of Williams Development were present to answer questions. Mr. Schneider stated he wanted a clarification in the staff report. The original plan had the sanitary sewer coming between two residential lots. Because of the change in designed from 50 to 42 units the developer was able to adjusted the grades to allow the sewer connection to be serviced through an existing stub on Balsam Street. The developer will follow whatever the City suggests regarding the Balsam Street connection. The revised plan is as close to the original plan as possible. He would like to have the connection issue resolved before it goes to City Council. Karl Tremmel, 3399 Balsam Street, spoke on behalf of the Sunset Hills Subdivision residents. They would not like to see Balsam Street connected but would be in favor of a bike/walking trail or other connecting pedestrian path. Commissioner Kuykendall closed the public hearing. Comments from the Commissioners: Vonhof: · The Plamfing Commission is governed by the Conditional Use Permit Ordinance and one of the issues is the connection between neighborhood. Balsam Street was stubbed in during the development of Sunset Hills and without the connection it does not meet the criteria. · Under items 5 (street connection) and 6 (Comp Plan) the development does not meet the criteria. The Ordinance is very clear. The other criteria is met. MN051396.DOC PAGE Wuellner: · Balsam Street was intended for a single family development connecting Sunset Hills. · Would support if it had a trail connection. · Appreciate the low density. CHego: · · There is no sidewalk on 170th in this new proposal. Rye stated the County has not included the upgrade of CR12 in their 5 year CIP. There is no crosswalk for pedestrians. Agrees with Vonhof to connect Balsam Street - it goes with the 2010 Plan and is also a safety issue. Lotus: · Should connect neighborhoods. There will not be a park on site. It is nice to have a connection other than the busy 170th Street. Not against a trail but it would ease the traffic. Vehicle stacking can occur. · At this level the Planning Commission and even Staff feel connecting Balsam Street would be best. Kuykendall: · Support the Balsam Street connection for safety. · City Council may want to entertain the idea of a trail where safety vehicles could get through. · All the changes are positive in the development, MOTION BY VONHOF, SECOND BY LOFTUS TO APPROVE RESOLUTION 96-20 RECOMMENDING THE CITY COUNCIL APPROVE THE CONDITIONAL USE PERMIT FOR PHEASANT MEADOWS. Discussion: Extend Balsam Street. Vote taken signified ayes by Vonhof, Loftus, Criego and Kuykendall. Nay by Wuellner. MOTION CARRIED. MOTION BY VONHOF, SECOND BY LOFTUS, TO APPROVE RESOLUTION 96- 21PC, RECOMMENDING TO CITY COUNCIL APPROVAL OF THE PRELIMINARY PLAT OF "PHEASANT MEADOW" SUBJECT TO THE CONDITIONS OUTLINED HEREIN. Discussion: Amend by adding a sidewalk connection or painted crosswalk into the commercial area. Add under item//9 of the Conditions. (stub at the intersection of Spruce Trail and the alignment). Mlq051396.DOC PAGE 6 MOTION BY VONHOF, SECOND BY LOFTUS TO AMEND THE MOTION TO INCLUDE "A SIDEWALK CONNECTION OR PAINTED CROSSWALK INTO THE COMMERCIAL AREA." UNDER #9 OF THE CONDITIONS OF RESOLUTION 96- 21PC. Vote taken on the amended motion signified ayes by Vonhof, Loftus, Criego and Kuykendall. Nay by Wuellner. ,MOTION CARRIED. The public hearing closed at 9:00 p.m. A recess was called at 9:00 p.m. and reconvened at 9:07 p.m. 96-037 - ZONING ORDINANCE AMENDMENT REGARDING INVALIDATION OF VARIANCES. Planning Director Don Rye presented the information from the Planning Report dated May 13, 1996. Recommendation is to approve the amendments as presented and convey the recommendation to City Council. Comments from the public: Walter Jobst, 15110 Martinson Island Road, is the neighbor of the project discussed on Martinson Island Road. It is his opinion the ordinance was misinterpreted by staff. He feels the ordinance has two categories, conforming or non-conforming. If it is a non- conforming use it should not be constructed after one year. He felt the neighbors would be notified. A variance allows people to get by with making a non-conforming use conform. He is in favor of making these changes. Mr. Jobst explained the neighbor's situation with the variances granted in 1977. It is a buildable lot. Hopefully the language can be cleared up. The public hearing was closed. Comments from the Commissioners: Wueilner: · Leek explained the building department's process of reviewing the files. Basically enforced by complaint. He also clarified building permits are not specifically good for one year. The standard the building official applies is whether or not there is regular, continuous progress on the project. · Discussion on reasonable progress. Criego: · In favor of ordinance. MN051196.DOC PAGE 7 Loftus: · This situation in 1977 is an oddity. · Appreciate comments from Jobsts. Vonhof: · Support changes. · One of the objectives of this_year of the Planning Commission is to go through and update the Zoning Ordinance and try to address these issues. Kuykendall: · This action will render any variance granted previous to 1985, null and void after six months of being granted. MOTION BY LOFTUS, SECOND BY VONHOF, TO RECOMMEND APPROVAL OF ORDINANCE 96-1 l, AMENDING SECTION 5-6-6 OF THE PRIOR LAKE CITY CODE AND AMENDING SECTION 7.7 OF THE PRIOR LAKE ZONING ORDINANCE (83-6). Vote signified ayes by Loftus, Vonhof, Criego, Wuellner and Kuykendall. MOTION CARRIED. MOTION BY WUELLNER, SECOND BY LOFTUS, TO CLOSE THE PUBLIC HEARING. Vote taken signified ayes by Wuellner, Loftus, Criego, Vonhof and Kuykendali. MOTION CARRIED. 96-027 - COOPERATIVE POWER ASSOCIATION - VARIANCE REQUEST FOR THE PROPERTY AT COUNTY ROAD 42 AND TIMOTHY AVENUE TO CONSTRUCT UTILITY POLE. Mike presented the information from the Planning Report dated May 13, 1996. Staff's recommendation was to approve the variances requested based on the information the hardship criteria had been met. Upon approval the variances should be conditioned on installation of the landscaping as depicted on the Planting Plan. Comments from the public: Kevin Maas, land use manager of Cooperative Power Association, and Mci Hentges, Minnesota Valley, supervisor of engineering were present and outlined the applicant's request. Basically the Cooperative Power Association serves 17 coop's. This project is providing a second circuit to the substation. The main station will start in Savage and continue down Highway 13 across County Road 42 and into the substation. They are MN0$1396.DOC PAGE basically modernizing the substation. The cost will be approximately $1.2 Million. They are also governed by Federal Safety Standards. Comments from Commissioners: Criego: Currently serves 5,500 customers in the area. 69,000 volts come into the substation. · Supports request. · Discussed landscaping around Timothy Avenue. Loftus: · Agree with staff recommendation. Vonhof: · Not opposed to the proposal. · Good opportunity for Minnesota Valley to landscape and screen the area as it is one of the most visible pieces of property. Would like to see more shrubs obscuring the screening at a fence level and a few more trees along County Road 42. This is adjacent to a residential and commercial area. · Support with more shrubs and landscaping. It is the gateway into the community. Wuellner: · Explanation from Mr. Maas regarding the primary switches and structure. · Screening around the substation. Kuykendall: · Mr. Hentges explained they try to center their location in the service area. The site location was a rural area in 1965 and a favorable area. Most sites are at intersections. · Mr. Maas explained they have not considered relocating the substation. It is very difficult in essential services to do a new project. The applicant hired a respected landscape architect to landscape. Under the Rural Utility Standards, the Power Company is required to have a chain link fence (for safety). Vonhof: · There should be more screening. Use the slats inside the fence. The more that can be done to screen the area the better the City is. Savage will develop the area north of CR42. Loftus: · Regarding screening - sometimes leaving it in its raw (visual) stage, would be better for safety. MN0$ I ~96.DOC PAGE9 MOTION BY CRIEGO, SECOND BY LOFTUS, TO CONTINUE THE MATTER TO THE JUNE 10, MEETING AND HAVE THE DEVELOPER COME BACK WITH A NEWER SCREEN PLANTING PLAN. Vote taken signified ayes by Criego, Loftus, Wuellner, Vonhof and Kuykendall. MOTION CARRIED. 96-030 - ROBERT OSTIDIEK-- VARIANCE REQUEST FROM THE CITY CODE TO CONSTRUCT A POLE BARN ON THE PROPERTY AT 4510 JACKSON TRAIL SE. Michael Leek presented the information from the Planning Report dated April 22, 1996. Staff recommended denial of the variance to permit a pole building in the R1 Zoning District due to the lack of demonstrated hardship under the Zoning Ordinance criteria. Comments from the public: Robert Ostdiek, 4510 Jackson Trail NE, stated his reason for constructing a pole barn was to store personal items and collector cars. His neighbors (Shakopee residents) have pole barns. Comments from the Commissioners: Criego: · The problem seems to lie in the zoning of R1 and the area should be A1 or Cl. · Rye said the area is unique. Sewer was never provided in this area. Perhaps the way out of this is to determine what the area is. A 10 acre minimum is required for agricultural. · There is a hardship and will support the variance. Loftus: · Agrees with the hardship and supports. Vonhof: · Agrees with comments. Wuellner: · Agrees with comments and possibly rezone the area. Kuykendall: · Neighboring properties are zoned Agricultural. MOTION BY CREIGO, SECOND BY LOFTUS, TO APPROVE THE REQUESTED VARIANCE AND DIRECT STAFF TO PREPARE A RESOLUTION; AND TO RECOMMEND CITY COUNCIL APPROVE A POLE BUILDING FOR THE SITE. MN051396.DOC PAGEIO Vote taken signified ayes by Criego, Loftus, Vonhof, Wuellner and Kuykendall. MOTION CARRIED. A recess was called at 10:35 p.m. The meeting reconvened at 10:40 p.m. 96-031 - ANDREW SIEBENA_LER - VARIANCE REQUEST FOR THE PROPERTY AT 3842 PERSHING STREET TO CONSTRUCT A 2-CAR GARAGE. Michael Leek presented the information in the Planning Report dated April 22, 1996. Staff recommends approval of the variances based on the hardship criteria. Comments from the public: Renee Siebenaler, 3842 Pershing St. SW, explained the only location for the garage would be in the front of the home. Michelle Lein, 3852 Pershing St., lives next to the applicant and stated she had a front yard addition with a variance granted 4 years ago and is supportive of the request. Comments from the Commissioners: Loftus: · Supportive of the request. Vonhof: · Hardships are met and in favor of approval. Wuellner: · Supportive of request. Criego: · Supportive of request. Kuykendall: · In favor of request. MOTION BY VONHOF, SECOND BY LOFTUS, TO APPROVE RESOLUTION 94- 16PC. Vote taken signified ayes by Vonhof, Loftus, Criego, Wuellner and Kuykendall. MOTION CARRIED. MN051396.DOC PAGEI I 96-032 - MICHAEL LEITCHMAN - VARIANCE REQUEST FOR THE PROPERTY AT 3044 170TH STREET TO CONSTRUCT A SINGLE FAMILY HOME. Michael Leek presented information from the Planning Report dated April 22, 1996. Staff recommended approval of the requested variances. Staff feels the hardship criteria had been met. Mike Peters, 4048 134th Cir, Savage, the builder for the applicant, explained the layout of the home on the property. Comments from Commissioners: Vonhof: · Hardship criteria has been met. In favor of request. Wuellner: · Agrees Criego: · Mr. Peters pointed out the common driveway for the neighbors on the back of the property. · In favor. Loftus: · No comments from the DNR. Kuykendall: · In favor MOTION BY LOFTUS, SECOND BY CRIEGO, TO APPROVE RESOLUTION 96- 13PC. Vote taken signified ayes by Loftus, Criego, Wuellner, Vonhof and Kuykendall. MOTION CARRIED. 96-035 - THOMAS MANSK - VARIANCE REQUEST FOR PROPERTY AT 14840 OAKLAND BEACH AVENUE TO CONSTRUCT AN ADDITION AND GARAGE. Michael Leek presented the information from the Planning Report dated May 13, 1996. There was no recommendation by Staff. Hydrologist Pat Lynch from the DNR had no objection. Comments from public: MN051396.DOC PAGEI2 Tom Mansk, 14840 Oakland Beach, explained the home layout. He has very little space in his home and would like to have a two car garage for storage. Comments from the Commissioners: Wueliner: · A garage is a necessity. · Reduce the amount of variance on the addition. Would rather see a street variance over a lakeshore variance. · Supports granting the variance to the garage. Criego: · Distance from the garage and the front yard is 25'. · The only request is for the lakeshore setback. · Standard garage depth is around 22 feet. · Fine with variances. Loftus: · No additional comments. Vonhof: · Rather see the off street parking spaces. · Criteria is met. · Garage is a necessity. Kuykendall: · Applicant explained the reasons for not attaching the garage. · Supports the variances. MOTION BY LOFTUS, SECOND BY VONHOF, TO DIRECT STAFF TO PREPARE A RESOLUTION GRANTING THE REQUESTED VARIANCES. Discussion: Hardship has been met. Vote taken signified ayes by Loftus, Vonhof, Criego, Wuellner and Kuykendall. MOTION CARRIED. , Commissioner Loftus left at 11:21 p.m. OLD BUSINESS: IVOq051396. DOC PAGEI 3 96-039 - CONTINUATION OF ZONING ORDINANCE AMENDMENT REGARDING SIDE YARD SETBACKS, REPLACEMENT OF NON-CONFORMING DECKS; HOME OCCUPATIONS AND CITY REIMBURSEMENT COSTS. Michael Leek reviewed the recommended changes made by the Commissioners at the April 8, 1996 Planning Commission meeting. There were no comments by the-Commissioners. MOTION BY CRIEGO, SECOND BY WUELLNER, RECOMMENDING CITY COUNCIL APPROVE THE AMENDMENTS AS PRESENTED. Vote taken signified ayes by Criego, Wuellner, Vonhof, Loftus and Kuykendall. MOTION CARRIED. ANNOUNCEMENTS AND CORRESPONDENCE: New Planning Commission members: Don Rye said the interviewing process would be coming up soon. There was a brief discussion of the upcoming meeting with City Council on May 20, 1996. MOTION BY WUELLNER, SECOND BY VONHOF, TO ADJOURN THE MEETING. Votes taken signified ayes by Wuellner, Vonhof, Criego, Loftus and Kuykendall. The meeting was adjourned at 11:43 p.m. Donald Rye Director of Planning Connie Carlson Recording Secretary MN051396.DOC PAGEI 4