311 2Nd St SE Findings of Fact

DRAFT FINDINGS OF FACT AND RECORD OF DECISION

ENVIRONMENTAL ASSESSMENT WORKSHEET

311 2nd Street Southeast

Location: 311 2nd Street Southeast City of Minneapolis, Hennepin County, Minnesota

Responsible Governmental Unit (RGU): City of Minneapolis

RGU Proposer / Project Contact City of Minneapolis Doran-CSM SE II, LLC Contact persons Hilary Dvorak Cody Dietrich Title Principal City Planner Senior Development Associate Address 250 South 4th Street, Room 300, PSC 7803 Glenroy Road, Suite 200 City, State, ZIP Minneapolis, MN 55415 Bloomington, MN 55439 Phone 612-673-2594 952-288-2089 E-mail [email protected] [email protected]

Final action (refer to Exhibit D): Based on the Environmental Assessment Worksheet, the “Findings of Fact and Record of Decision,” and related documentation for the above project, the City of Minneapolis concluded the following on November 27, 2018:

1. The Environmental Assessment Worksheet, the “Findings of Fact and Record of Decision” document, and related documentation for the 311 2nd Street Southeast development were prepared in compliance with the procedures of the Minnesota Environmental Policy Act and Minn. Rules, Parts 4410.1000 to 4410.1700 (2009).

2. The Environmental Assessment Worksheet, the “Findings of Fact and Record of Decision” document, and related documentation for the project have satisfactorily addressed all of the issues for which existing information could have been reasonably obtained.

3. The project does not have the potential for significant environmental effects based upon the above findings and the evaluation of the following four criteria (per Minn. Rules, Parts 4410.1700 Subp. 7): • Type, extent, and reversibility of environmental effects; • Cumulative potential effects; • Extent to which the environmental effects are subject to mitigation by ongoing public regulatory authority; • Extent to which environmental effects can be anticipated and controlled as a result of other environmental studies undertaken by public agencies or the project proposer, including other EISs.

Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

4. The finding by the City that the EAW is adequate and no EIS is required provides no endorsement, approval or right to develop the proposal and cannot be relied upon as an indication of such approval. This finding allows the proposer to formally initiate the City’s process for considering the specific discretionary permissions necessary for redevelopment, and for the City in this process, informed by the record of the EAW, to identify and encourage the elements for compatible redevelopment, and assure their implementation at this site.

Consequently, the City does not require the development of an Environmental Impact Statement (EIS) for the project.

I. ENVIRONMENTAL REVIEW AND RECORD OF DECISION

The City of Minneapolis prepared a Mandatory Environmental Assessment Worksheet (EAW) for the 311 2nd Street Southeast development according to the Environmental Review Rules of the Minnesota Environmental Quality Board (EQB) under Rule 4410.4300 Subpart 32. Mixed residential and industrial/commercial projects with a sum of quotients exceeding 1.0. Exhibit A includes the project summary, and Exhibit B includes the Environmental Review Record.

II. EAW NOTIFICATION AND DISTRIBUTION

On February 26, 2018, the City published the EAW and distributed it to the official EQB mailing list and to the project mailing list. The EQB published notice of availability in the EQB Monitor on March 5, 2018, as well. Exhibit C includes the public notification record and mailing list for distribution of this EAW.

III. COMMENT PERIOD, PUBLIC MEETING, AND RECORD OF DECISION

Exhibit E includes the comment letters received. The Zoning and Planning Committee of the Minneapolis City Council considered the EAW and the draft of this "Findings of Fact and Record of Decision" document during its May 3, 2018, meeting. Notification of this Zoning and Planning Committee public meeting was provided with the EAW and to all persons or agencies commenting on the EAW.

IV. SUBSTANTIVE COMMENTS / COMMENTS RECEIVED AND RESPONSES TO THESE COMMENTS

The City received 17 written comments during the public comment period on the dates identified from the following:

1. Department of the Army, October 10, 2018, and November 9, 2018 2. Daniel J. Green, AIA, November 6, 2018 3. Christopher Coy, November 7, 2018 4. Preserve Minneapolis, November 12, 2018 5. Marcy Holmes Neighborhood Association, November 13, 2018 6. Metropolitan Council, November 13, 2018 7. United States Department of the Interior, National Park Service, November 13, 2018 8. Alice Hiniker, November 13,2018 9. Minnesota Department of Natural Resources, November 13, 2018 10. Minnesota Pollution Control Agency, November 14, 2018 11. Cordelia Pierson, November 14, 2018 12. Mona Smith, November 14, 2018 13. Fred Amram, November 14, 2018 14. Jerry Bahls, November 14, 2018 15. Minnesota Department of Administration, State Historic Preservation Office, November 14, 2018 16. Hennepin County, November 14, 2018

2 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

17. Edna Brazaitis, November 14, 2018

The following section provides a summary of these comments and responses to them (Exhibit E includes the complete comment).

1. Department of the Army

Comment: The purpose of this letter is to inform you that based on available information a Department of the Army (DA) permit will not be required for your proposed activity. It appears that the proposed project will not impact any water of the United States, including wetlands. You will not have to submit an application for a Department of Army permit unless the scope of the project changes, resulting in impacts to waters of the United States.

Response: Noted for the record.

3 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

2. Daniel J. Green, AIA

Comment: There is no reference to Chalybeate Springs, an historic spring on the river bluff nearby. Was the flow of water to this spring considered with reference to dewatering or groundwater impacts by the project?

Response: As is stated in the Water Resources section (11. A. ii) depth to groundwater ranged from 40 to 50 feet and it is unlikely that groundwater will be encountered during the construction of the Project. The current elevation of the Project is approximately 840 feet above sea level. The anticipated excavation for the foundations of the buildings would be no lower than an elevation of approximately 815 feet above sea level. No water appropriation wells are proposed, and no permanent dewatering will be required for the Project. Existing wells on the site will be sealed, protecting groundwater resources. Temporary construction dewatering is not anticipated for the Project. If dewatering were to be needed during site excavation it would be limited to the material above bedrock. Because the seeps and springs within Father Hennepin Park, including Chalybeate Springs, emanates from sandstone bedrock, any possible dewatering during excavation would not impact the sandstone springs. As is stated in the Geology section (10) no effects to geologic features will occur as a result of either the Project because excavation will not reach bedrock.

Comment: Will stormwater runoff be returned to pre-settlement levels? Have vegetated roofs been considered?

Response: Stormwater runoff rates will meet or exceed the existing conditions per City requirements. To meet this requirement the project proposes a large underground detention tank. Regarding water quality, the project proposes three high efficiency stormwater filters for its best management practice (BMP). The filters are an alternate BMP to the referenced “green roof” in the comment. The filters will remove 89% of total suspended solids (TSS) from runoff prior to leaving the site and discharging to the Mississippi River. This exceeds the City of Minneapolis requirement of 70% TSS removal and is a significant improvement compared to the existing site where no stormwater treatment is provided.

Comment: Has on site electrical power generation been considered to offset the carbon footprint of the complex?

Response: Creating residential housing within the urban core will reduce carbon emissions. Residents live within walking distance to offices and businesses, reducing use of automobiles. The project will encourage the use of bicycles and public transportation, further reducing carbon emissions. The units are smaller than a typical single-family home or townhouse, therefore creating a smaller carbon footprint by comparison. Creating the same amount of housing in a suburban environment would likely result in larger units that use more electricity and natural gas, as well as a greater reliance on automobiles for transportation. The Project will install approximately 20% of its parking stalls as electric vehicle charging stations.

Comment: The EAW indicates no impacts to migratory birds. This is a naive and false statement. Habitat exists in the form of street trees, shrubs and vegetation throughout the Marcy Holmes Neighborhood.

Response: The Mississippi River is used as a migratory flyway by birds, mainly waterfowl, traveling up the river as they travel to summer habitat further north. This is not the same as resident birds observed in the Marcy- Holmes Neighborhood. Many of the species observed in the Minneapolis environment are year-round residents such as house sparrows, chickadees, nuthatches, and robins. No large areas of habitat exist such as a marsh or natural habitat that would provide food, water that would draw migratory birds off the river in a direction that the Project would pose a bird strike risk. Birds are found in all environments including urban environments.

4 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Other tall buildings are present along the Mississippi River corridor in Minneapolis and the Project will have no additional impact.

3. Christopher Coy

Comment: The EAW states that, “There are no known wild and scenic rivers, critical areas, designated shorelands, or agricultural preserves within either the Project Site or the Expo Site.” This statement is absolutely false, as the site is located fully within the bounds of the Mississippi River Corridor Critical Area.

Response: The Project is located within the Mississippi River Critical Area Overlay District as the boundary goes to University Ave SE. Article VIII of Chapter 551 of the Minneapolis Zoning Code governs the guidance of this overlay district. The purpose of this overlay district is “established to prevent and mitigate damage to the Mississippi River.” As discussed throughout the EAW, the Project shows that the site will be self-contained and provide stormwater management to avoid any impacts to the river. Section 551.700 – Development on Bluffs or within forty feet of the top of bluffs - does not allow for development on a bluff or within forty feet of the top of a bluff, except if it is approved through a variance. The Project Site does not sit on a bluff, making this point not applicable. In section 551.710 – Height of Structures - it is stated “The maximum height of all structures within three hundred (300) feet of the Mississippi River or the landward extent of the floodplain of the Mississippi River, whichever is greater, and within one hundred (100) feet of the top of a bluff, shall be two and one-half (2.5) stories or thirty-five (35) feet, whichever is less…. The height limitations of principal structures may be increased by conditional use permit.” The Project Site is not within 300 feet of the Mississippi River. However, the Planning Commission shall consider the conditional use permit and determine if they will approve the request to allow for greater height.

Section 11 of the EAW describes how the Project will not a negative impact to the Mississippi River.

The Mississippi River Critical Area Plan was adopted in 2006 as it pertains to the City of Minneapolis. Section III. A. Land Use Policies (Page 20) and Section III. B. Site Development Standards and Visual Quality Policies provide guidance on development in this area and are citywide policies. Below are the land use policies and a description of how the Project is meeting these policies:

• III. A-1. Public Benefits of the River (Page 21) states: “The City of Minneapolis should maximize over time public access to and enjoyment of the river corridor, public appreciation of the river’s many resources, and protection and enhancement of the river corridor’s natural, scenic, and cultural resources”

The Project will add residents to the area to help maximize public access and enjoyment of the river. This also is in line with the Comprehensive Plan to add density to the area.

• III. A-2. Economic Resources (Page 21) states: o “The City of Minneapolis should continue to use the river as an economic resource while accomplishing the protection purposes of the Critical Area designation.” o “Plan, zone, and redevelop land along the river for activities that benefit from and enhance the river. These may include but are not limited to housing…” o “The City should examine potential reuses for existing uses that do not adhere to the tenets of this plan;”

5 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

The plan calls to redevelop properties that no longer fit the current plans and enhance the river. The Project will add public access and enjoyment as stated above and fall in line with the City’s guiding as shown in the Comprehensive Plan to add high or very high density residential housing.

• III. A-3. Appropriate Riverfront Land Uses (Pages 21-23) states:

o “Land uses that may be considered river enhancing will vary depending on the location and context. The City will follow the land use guidelines of The Minneapolis Plan (Comprehensive Plan) except where they may be modified or made more explicit by City-adopted small area plans; subsequent small area plans will further enhance and promote the policies necessary to maintain and protect the Critical Area.” o Appropriate riverfront land uses would include in the Central Riverfront Area: . “Downtown is the major growth center of the entire region. It is a dense, mixed-use area of employment, housing, entertainment, and culture. The river corridor is an important element of Downtown, providing open space and recreation while attracting new housing, shops, and offices.” . “Housing is expected to play an increasingly significant role in the Central Riverfront.” . “Development should retain the diversity of land uses and transportation while making the riverfront accessible to the public, subject to other conditions such as public easements or separation from the water by public rights-of-way.” . “Residential, commercial and industrial development should occur as appropriate that complements the riverfront or historic atmosphere and environmental resources. Businesses that complement the riverfront or historic atmosphere or those that contribute significantly to the economic well-being of the community are encouraged.” . “Development that expands public access to and enjoyment of the river including parks and open space is supported.”

This section of the Mississippi River Critical Area Plan discusses new housing and the need to add it in this area as is consistent with the Comprehensive Plan and the designated East Hennepin Activity Center. The Project will replace the vacated 4th Avenue Southeast between University Avenue Southeast and Second Street Southeast as a private street to help recreate the connection to the river. The Project will complement the historic atmosphere by using exterior building materials that are compatible with the historic district. The Project will also add to the economic well-being of the community by providing residents to support local businesses and add affordable housing. It is currently planned that the Project Site will include a separate affordable housing project.

• III. B-1. Height (Pages 25-26) states: “In general, structures within the Critical Area should be shorter when located closer to the river. Taller structures are possible within the Critical Area as distance from the river increases or measures are taken to provide some level of screening, buffering and/or enhancement of views of and from the river. This plan recognizes that many existing structures in the Critical Area exceed the height limit contained in the zoning code, and that these structures are either allowed due to the provisions of the 1999 zoning code for legally nonconforming uses, or were specifically approved through a prior conditional use permit or variance. In addition, exceptions to the established height limit may be allowed in the case of development proposals deemed to warrant exception by the Planning Commission in order to meet the development goals of the City contained in the Comprehensive Plan and other adopted small area plans.”

The Project Site is within the Mississippi River Critical Area. As stated in the plan, taller structures are possible as the buildings get farther from the river. The Comprehensive Plan guides the Project Site as Very High Density

6 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

residential. To achieve that type of density, the sites require taller buildings. The building height will be evaluated using the adopted land use policies, preservation guidelines, and criteria for a conditional use permit and planned unit development. Other projects have been recently approved or exist in the Minneapolis Critical Area including: La Rive Condominiums (existing 29 stories), Pinnacle Condominiums (existing 28 stories), Carlyle Condominiums (existing 39 stories), The Churchill (existing 33 stories), 200 Central (Approved 41 stories), Eleven Condominiums (Approved 48 stories).

Comment: The impacts on the surrounding natural environment and historic context resulting from, potentially “several towers of approximately thirty stories” is nowhere discussed in the EAW, other than to suggest that the Expo project received proper municipal approvals.

Response: The Project and the Expo are described in Section 6. Project Description of the EAW. Features of the Project and the Expo are then discussed to address the applicable sections.

Comment: One of the many goals of the 2012 St. Anthony Falls Historic District Guidelines is to “Retain the view corridors created by the rights of way of streets.” Clearly this is not describing the view from the river, but rather the view of the historic district from the surrounding neighborhoods. The Project as proposed instead creates a 30-story wall between the surrounding neighborhood and the historic district.

Response: This comment is incorrect in focusing on the view of the historic district from the surrounding neighborhoods. The Guidelines (p. 52) establish that the northern boundary of the view corridors within the historic district is at University Avenue, and the view corridors do not extend into the neighborhoods beyond. Further, existing rights of way will be retained and the former 4th Avenue Southeast right-of-way will be established as publicly-accessible open space and a view corridor.

Comment: The Expo also violates the Marcy-Holmes Neighborhood Master Plan, which despite developer Doran’s repeated claims to the contrary, was adopted by the city and is indeed part of the city’s Comprehensive Plan.

Response: The Developer understands that the Marcy-Holmes Neighborhood Master Plan is the governing small area plan for the Project as it was adopted by City Council on August 15, 2014. In The Minneapolis Plan for Sustainable Growth (“Comprehensive Plan”) it describes using small area plans for guidance in addition to guidance provided by the Comprehensive Plan itself. In 2016, the Minneapolis City Council adopted a Comprehensive Plan amendment to allow very high residential densities of up to 800 units/acre in Activity Centers near Growth Centers, which includes the Project Site.

Comment: The Project’s density is in conflict with the Marcy-Holmes Neighborhood Master Plan, which calls for Medium density at this site.

Response: On page 21 of the Marcy-Holmes Neighborhood Master Plan, there is a future land use map that “proposes future uses and plan for growth.” This map designates the site as High Density Residential, which is defined in the plan as 50-120 dwelling units per acre. The Comprehensive Plan governs over the small area plan, and under Activity Centers and Growth Centers allows for Very High Density of 120 -200 dwelling units per acre. On February 12, 2016, the Very High Density amendment was approved by City Council and subsequently updated in the Comprehensive Plan to allow for up to 800 dwelling units per acre. These documents are used with each other as guides in making development decisions.

7 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Comment: …the Project’s EAW fails to even get the total number of dwelling units correct - 1,357 units (368 at The Expo plus 989 at the Project), not 1,257 – should be enough to bring you to question the validity of the entire document and require an Environmental Impact Statement (EIS).

Response: This is a typographical error and not grounds for requiring an EIS. As described in the Minnesota Administrative Rule Part 4410.4400 Mandatory EIS Categories subpart 14, an EIS is not required unless there are more than 1,500 attached units based on the Project’s geographic area.

4. Preserve Minneapolis

Comment: The Preserve Minneapolis board recommends your attention to the comments submitted by the Marcy-Holmes Neighborhood Association and the National Park Service—Mississippi National River and Recreation Area (MNRRA). Their detailed and technical commentary on the specifics of the EAW make a compelling case for further review of the project, including development of a full Environmental Impact Statement (EIS).

Comment: This is an extremely visible and important location in the city and region. In addition to the historic designations, it is in the Mississippi River Critical Area and the MNRRA corridor. Any developments must be sensitive to and in compliance with the important protections built into those designations.

Response: Noted for the record.

Comment: The environmental effects on groundwater should also be investigated further. In addition to the above ground buildings in the district, a key part of the history of this place is below ground in natural springs, caves, and tunnels in and around Father Hennepin Bluffs Park.

Response: The caves and natural springs emanate from bedrock at an elevation of approximately 770’. The Project Site is at an elevation of approximately 840’. The Project will not impact bedrock during construction. Existing wells on the Project Site will be sealed, protecting groundwater resources.

The Project Site is currently dominated by impervious surfaces and as such does not serve as a source of groundwater recharge. The proposed conditions will retain roughly the same amount of impervious surfaces and will not result in increased or decreased groundwater recharge.

As is stated in the Water Resources section of the EAW (11. A. ii), depth to groundwater ranged from 40 to 50 feet and it is unlikely that groundwater will be encountered during the construction of the Project. No water appropriation wells are proposed, and no permanent dewatering will be required for the Project. Existing wells on the Project Site will be sealed, protecting groundwater resources. Temporary construction dewatering is not anticipated for the Project. If dewatering were to be needed during site excavation, it would be limited to the material above bedrock. Because the seeps and springs within Father Hennepin Park, including Chalybeate Springs, emanate from sandstone bedrock, any possible dewatering during excavation would not impact the sandstone springs. As is stated in the Geology section of the EAW (10), no effects to geologic features will occur as a result of the Project because excavation will not reach bedrock.

8 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Given that no changes to impervious surfaces and groundwater recharge will occur, no appropriation wells are proposed, potential dewatering would only occur during excavation and only in area above bedrock, and existing wells will be sealed, it can be safely concluded that impacts to groundwater and nearby springs will not occur as a result of the Project.

Comment: The St. Anthony Falls Historic District Design Guidelines are an essential and effective resource to guide development in the area, and this project’s fit within these guidelines should be more closely assessed.

Response: Noted for the record. The Project will be evaluated in accordance with the RGU’s historic preservation guidelines.

Comment: In particular, the design guidelines restrict building height to eight stories and require the developer to describe the impacts of development on view corridors. While height is not always the most important thing, it is particularly critical in this project that is immediately adjacent to the Pillsbury A Mill complex. Sited uphill from this iconic landmark, a new development must be careful not to overpower its neighbor. With no view corridor assessment included in the EAW, an EIS could assess this issue.

Response: Noted for the record. The Project will be evaluated in accordance with the RGU’s historic preservation guidelines.

Comment: Review of this project may set an important precedent for ongoing protection of the Pillsbury A Mill and Saint Anthony Falls Historic District.

Response: Noted for the record.

Comment: It is clear to us that this project, due to its size and potential impacts on adjacent critical and protected resources, requires a full Environmental Impact Statement. Completing an EIS would assist the developer and the City to identify ways the project can be improved to protect the environment and historical integrity of this place.

Response: Noted for the record. The Project will be subject to the City’s development review process.

9 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

5. Marcy Holmes Neighborhood Association

Comment: MHNA requests the City of Minneapolis as the Responsible Government Unit (RGU) to require an Environmental Impact Statement (EIS) for the project.

Response: Noted for the record.

Comment: This project will transform the Mississippi riverfront.

Response: Noted for the record.

Comment: In aggregate, the number of dwelling units for the project is 1,357 units (368 for The Expo and 989 for the Project), not 1,257.

Response: This is a typographical error. All calculations use 368 for the Expo and 989 for the Project ensuring that all applicable calculated information provided is correct.

Comment: Project Description. Transportation infrastructure improvements in addition to parking should be included in this description.

Response: As part of the Traffic Impact Study (“TIS”), data was collected at adjacent intersections and an expanded area as requested by the RGU. The information provided in the TIS is meant to be used by the City of Minneapolis, Hennepin County or the Minnesota Department of Transportation to determine if additional infrastructure is needed for traffic.

Comment: Groundwater impact should be assessed; groundwater appropriation is not the only way that groundwater is affected. This project is up gradient from natural springs and caves in Father Hennepin Bluffs Park. Environmental review should include potential impacts on groundwater, cave habitat, springs, and water quality in the Mississippi River Corridor Critical Area.

10 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Comment: Stormwater impact should be assessed, as inlets from this site go directly to the Mississippi River without treatment. The EAW mentions stormwater planning during construction; an EIS would evaluate potential adverse effects, and shape strategies to avoid and minimize these effects.

Response: The Project will treat stormwater prior to discharging from the site and ultimately to the Mississippi River. High efficiency stormwater filters are proposed. Specifically, the total suspended solids (TSS) removal efficiency for the proposed filters is 89%. This exceeds the City of Minneapolis requirement of 70% TSS removal. In addition, the Project Site currently does not provide any stormwater treatment. Untreated stormwater goes directly to the Mississippi River. As a result, the proposed development and associated stormwater filters will provide an increase to water quality, which will benefit the downstream impaired receiving waterbody, the Mississippi River.

Comment: This project is within the Saint Anthony Falls Historic District. The Heritage Preservation Commission (HPC) must review the project, and evaluate how it meets the Saint Anthony Falls Historic District Design Guidelines. The HPC decides whether to issue a certificate of appropriateness.

Response: The Project will be reviewed by the City’s Heritage Preservation Commission.

Comment: This project is within the Mississippi River Corridor Critical Area. Habitat for rare species is within the impact area of this project, and additional permits and approvals may be required.

Response: No habitat for threatened or endangered species exists on the Project Site.

Comment: The project is within the St. Anthony Falls Historic District (SAFHD). This project is within the Mississippi River Corridor Critical Area and the Mississippi National River and Recreation Area. This project is one block from the state’s Mississippi River Trail, Stone Arch Bike Boulevard, and Father Hennepin Bluffs Park, a unit of Central Mississippi Regional Park, owned and managed by the Minneapolis Park and Recreation Board (MPRB). This project is one block from two MPRB parks: Holmes Park and Chute Square. This project is one block from the Sixth Avenue Greenway, a native habitat boulevard connecting the Mississippi River and the neighborhood. The project is subject to St. Anthony Falls Historic District (SAFHD) design guidelines. The EAW should include specific reference to the design guidelines for this area.

Response: The SAFHD design guidelines will be evaluated when the Project is reviewed by the City’s Heritage Preservation Commission.

Comment: For this project area, before General Mills sold its property, MHNA prepared recommendations to implement the City-adopted Marcy-Holmes Master Plan (attached), and shared these recommendations with General Mills and city officials. The Master Plan and the recommendations specifically cite adhering to the eight- story building height

Response: Noted for the record.

11 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Comment: The project is within the St. Anthony Falls Historic District (SAFHD) and adjacent to the Pillsbury A Mill complex, which earned designation as a National Historic Landmark, the highest standard of national significance. The EAW should specifically mention that nationally significant complex.

Response: Noted for the record. The Project will be reviewed by the City’s Heritage Preservation Commission.

Comment: The project site is fully within the boundaries of the Mississippi River Corridor Critical Area (MRCCA) and the Mississippi National River and Recreation Area. University Avenue SE is the boundary shared by MRCCA, the Saint Anthony Falls Historic District, and the Mississippi National River and Recreation Area. This EAW should therefore address the potential for significant environmental impacts of a project of this size on these critical areas.

Response: Both the Project and the Expo are located within the Mississippi River Critical Area Overlay District as the boundary goes to University Ave SE.

Comment: The developer incorrectly asserts that “[t]here are no known wild and scenic rivers, critical areas, designated shorelands, or agricultural preserves within either the Project Site or the Expo Site. Both sites are approximately 550 feet from the Mississippi River.”

Response: Both the Project and the Expo are located within the Mississippi River Critical Area Overlay District as the boundary goes to University Ave SE.

Comment: The HPC denied a Certificate of Appropriateness for the Expo; the EAW incorrectly asserts that the HPC approved it.

Response: The Expo submitted a Heritage Preservation Application that was deemed complete on September 18, 2017. The HPC denied the Certificate of Appropriateness on October 10, 2017. Under Chapter 599 of the Minneapolis Code of Ordinance Section 599.190, the Developer filed an appeal to be heard by the City Council. On November 17, 2017 the City Council heard the appeal and granted the Certificate of Appropriateness as part of the Heritage Preservation Regulations process.

Comment: As described, the project is not now compatible with existing plans and guidelines for the area. The EAW is inaccurate and incomplete and does not identify potential impacts. In the EAW, the developer fails to review the project’s compatibility, and fails to consider the negative environmental impact of the current project. This project, due to its size and potential impacts on adjacent critical and protected resources, requires a full Environmental Impact Statement. Completing an EIS would assist the developer and the City in identifying ways the project can be improved to protect the environment and would guide approvals and permitting.

Response: The Comprehensive Plan, Marcy-Holmes Neighborhood Master Plan (small area plan), and the St. Anthony Falls Historic District Design Guidelines have been used to guide the Project as consistent with what the RGU has adopted. The Project is permitted under the I-1 zoning code with a conditional use permit for a planned unit development in the Industrial Living Overlay District. The Project Site is also in the University Area Overlay District and the Mississippi Critical Area Overlay District. None of the restrictions in the Mississippi Critical Area Overlay District apply as the Project Site is not within 300 feet of the Mississippi River or situated on a bluff. The Project will be reviewed by the City’s City Planning Commission and the Heritage Preservation Commission.

12 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Comment: The SAFHD design guidelines restrict building height to eight (8) stories and require the developer to describe the impacts of development on view corridors, which the eight-story height limit was designed to protect. This height restriction is particularly critical in this project, immediately adjacent to the National Historic Landmark Pillsbury A Mill complex. No required view corridor assessment is included in the EAW.

Response: The SAFHD design guidelines will be evaluated when the Project is reviewed by the City’s Heritage Preservation Commission.

Comment: At a minimum, the impact of “several towers of approximately thirty stories” must be included in this EAW. The City of Minneapolis should require an EIS to evaluate the impact of this and to consider development alternatives that meet the eight-story requirement.

Response: Under the Minnesota Administrative Rules relating to mandatory EAW or EIS categories, the height of a building is not relevant in determining whether an EAW or an EIS is required for a proposed residential use. Rather, the key factor is the number of proposed dwelling units.

Comment: The EAW is silent on addressing clear incompatibilities, and states none are anticipated. This demonstrates an unwillingness to proactively address environmental impacts. An EIS would ensure that these incompatibilities are addressed, and project alternatives can be developed that mitigate environmental impacts and achieve city goals.

Response: In section 9. Land Use c. it states that “Developer will work closely with City staff to ensure that the proper permits and approvals are obtained, and mitigation measures applied, as needed and warranted. No incompatibilities are anticipated.”

Comment: This project is within the Mississippi River Corridor Critical Area; the EAW should include reference to that special designation.

Response: Both the Project and the Expo are located within the Mississippi River Critical Area Overlay District as the boundary goes to University Ave SE.

Comment: This project is up gradient from significant sensitive geologic resources of natural and cultural significance. Caves and natural springs are located one block from this site, beneath Main Street and in Father Hennepin Bluffs Park. The springs and caves are known to be of spiritual, cultural and historic significance.

Environmental review should include potential impacts on groundwater, cave habitat, springs, and water quality in Father Hennepin Bluffs Park and the Mississippi River Corridor Critical Area. The EAW does not mention potential impacts on these geologic resources and does not mention project design or mitigation measures. While seeps are not on the site, groundwater discharge is clearly occurring a block away, and development at this site may impact that discharge.

The EAW incorrectly states that the project will not impact surface waters, and implies that discharging into impaired waters is not significant. Today the Mississippi River is a trophy walleye fishery in this area, and native mussels are rebounding. Eagles nest by the 35W bridge. Completing an EIS will ensure that the potential impacts to clean water and natural resources are evaluated and mitigated.

13 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Comment: Stormwater impact should be assessed, as inlets from this site go directly to the Mississippi River without treatment. Special care should be taken because of sensitive mussel habitat in the receiving waters of the Mississippi River. The EAW mentions stormwater planning during construction; an EIS would evaluate potential adverse effects, and shape strategies to avoid and minimize these effects. The MHNA recommendations for this project area specifically noted that stormwater planning should be integrated into project design.

Comment: The developer should include project design elements to prevent waste, in addition to drafting a source recycling/separation plan.

Response: Developer will have separate trash and recycling dumpsters at the Project as part of the source recycling/separation plan. This comment is noted for furthering design.

Comment: The project is within the Mississippi River Corridor Critical Area, five blocks from an active Bald Eagle nest, and one block from many natural resources of national, state and local significance. The Mississippi flyway is a vital corridor for migrating birds, and it is well documented that large structures in the flyway contribute to

14 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

significant bird mortality. An eight-story structure would pose a substantially smaller hazard to wildlife as compared to two thirty-story structures.

Several protected species live in the area close to the project: tri-colored bat, rusty patched bumblebee, and Bald Eagle, in addition to state-listed native mussels, amphibians, and additional bird species.

The EAW incorrectly states that no parks exist to the north of the project. Holmes Park, one block north of the project site, provides habitat for migrating birds.

It is insufficient for the EAW to state “no impact” on these resources and this area without support.

Response: The Mississippi River Corridor Critical Area (MRCCA) is a land corridor along the Mississippi River in the 7-county metro area where there are special land use regulations that guide development activity. It is intended to provide land use regulations associated with the MRCCA that are administered through local plans and zoning ordinances. The EAW provides a discussion for how the Project meets these local plans and zoning ordinances.

The Project will not impact any bald eagle nest sites.

The Project will not impact mussels, amphibians, or bird species. No habitat for these species will be impacted as a result of the Project.

The NHIS indicated that several protected species have been documented in the vicinity. The Project Site lacks habitat for these species (existing conditions include surface parking lots, a building, and a mowed lawn) and impacts to their habitat will not occur. The rusty patched bumble bee typically occurs in grasslands and urban gardens with flowering plants, habitat not found on the Project Site. The tricolored bat has been documented hibernating within a cave in close proximity to the Project Site. The cave is not proposed to be impacted as a result of the Project.

Holmes Park is a City park comprised of a basketball court, tennis court, volleyball court, wading pool, playground, picnic area, restroom facilities, paved paths, mowed lawn, and scattered trees. No native plant communities, wetlands, waterbodies, or other natural areas are present in this location. The park does not provide significant food, water, or cover for wildlife such that migrating bird species would utilize the park.

Comment: The EAW does not evaluate the project’s impact on the Saint Anthony Falls Historic District and whether the project meets the historic district design guidelines. The EAW does not evaluate the project’s impact on the adjacent National Historic Landmark. This evaluation is essential to assess the environmental impact of this project. This glaring omission should be corrected in an EIS. An EIS can also assess potential impacts of alternative designs that meet SAFHD guidelines.

Review of the guidelines should be completed now, and not only by the Heritage Preservation Commission. Review now will make a better project possible, instead of relying on the HPC to grant - or deny - a certificate of appropriateness.

No visual assessment or viewshed analysis was completed for this project. The developer’s statements about the urban context of this site are not relevant to a visual assessment of this project, next to a National Historic Landmark. The National Park Service has already offered assistance with this critical review.

15 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

An EIS should be completed, including a viewshed analysis and visual assessment – a key element in evaluating the environmental impact in a nationally significant historic district and river critical area.

The MHNA fully supports the United States Department of the Interior National Park Service letter, dated October 15, 2018. As reflected in the SAFHD Design Guidelines and affirmed by the Heritage Preservation Commission and National Park Service, the height limit of eight stories in the SAFHD guidelines protects the integrity of the National Historic Landmark Pillsbury A Mill and Saint Anthony Falls Historic District. Adhering to this limit is particularly critical for building in this location, as compared to other sites; the Pillsbury A Mill, red tile elevator and silos are now the prominent features of this view from the Mill District area and Stone Arch Bridge. We support their concern about the proposed building height on the Mississippi National River and Recreation Area. See the attached letter.

Response: The visual impacts will be addressed when a Heritage Preservation Application is submitted for the HPC to review. The graphic representation shown on figure 8 was for illustrative purposes and is not a submitted or approved plan by any governing body.

Comment: The EAW states that the project will not create new drivers, though the project will include 1,327 housing units, and will not increase net vehicle emissions. This suggests that the residents already live in the area or will not drive. An EIS would evaluate whether that is accurate, and assist in mitigating air quality impacts. Air quality monitoring would help inform mitigation of impacts.

Response: The Project will add up to 989 units. The TIS included as part of the EAW collected data at intersections determined by the RGU. The net increase in the area near and around the Project Site will not significantly impact the air quality. The TIS also incorporates strategies to promote other modes of transportation other than single occupant vehicles to reduce vehicle emissions.

Comment: The University Steam Plant at Sixth Avenue SE and Main Street – two blocks from this site – is a significant noise source in the area, and should be listed in the EAW. Other nearby industrial uses, just one block from the project, are WD Forbes and Metal Matic. The project design should include protective measures to reduce noise pollution for new residents.

Response: Minnesota Rules 7030.0010-80 set forth the Minnesota Pollution Control Agency’s noise rules. Under Rule 7030.0050 an Noise Area Classification (“NAC”) “is based on the land use activity at the location of the receiver,” which in this case is the Project. Under the applicable rules, the Project falls into an NAC 1 (residential use) classification. With this designation, the neighboring properties would be required to mitigate their noise such that levels fall within the NAC 1 classification by the time such noises are transmitted to the Project. Further, as the area immediately surrounding the Project includes mostly housing uses, the Project would have no different risk than any other residential building in the area. Mill and Main (one of the closest buildings to the University Steam Plant, and closer than the Project), a property owned by an affiliate of the Developer, completed sound testing by ESI Engineering and noise levels, including noise from the University Steam Plant, did not exceed NAC 1 standards at any time during normal operations. Due to the sound levels falling within an NAC 1 standard at Mill and Main, construction practices for noise mitigation implemented on Mill and Main will be incorporated into the Project where appropriate.

Comment: Developments nearby will contribute to overall traffic in the project area. Nordhaus was opened in June 2018. Its impact (although not fully occupied) is already included in existing turning movement counts collected in June 2018. 333 Hennepin is approved and under construction. Its TDMP trip generation and trip distribution should be added to the 2024 No Build and 2024 Build volumes. Both Nordhaus Phase II (Superior

16 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Plating Phase 2) and 200 Central have been approved for construction and will begin in 2019. The TDMP trip generation and trip distribution for both project should be added to the 2024 No Build and 2024 Build volumes to better represent actual traffic volumes in 2024. One percent annual growth may not reflect approved growth.

Response: The traffic generation projected from these developments were all included as part of the 2024 No Build and 2024 Build. According to Alliant Engineering, who prepared the TIS, historical traffic data, volumes have been relatively stable in this part of Minneapolis for years. Considering the transit-oriented nature of the multi-family housing complexes in the area, one percent is an appropriate estimate for forecasting.

Comment: These developments and additional development in the area are likely. One percent annual growth may be unrealistically low and may not reflect approved growth.

Response: According to Alliant Engineering, who prepared the TIS, historical traffic data volumes have been relatively stable in this part of Minneapolis for years. Considering the transit-oriented nature of the multi-family housing complexes in the area, one percent is an appropriate estimate for forecasting.

Comment: The General Mills Research Facility was winding down operation in June 2018. Verify that there were 115 employees onsite on June 2018. If 115 employees were working in the building at the time, apply a reasonable modal reduction to remove these trips from the trip generation.

Response: This information is correct and included as part of the counts observed. The trip reduction looks at the General Mills Research Facility at its full use. The trip planning forecasts in the Comprehensive Plan need to understand the max potential trips from the Project Site.

Comment: The EAW should include recommended mitigation strategies for the reduction in level of service or delay. It is anticipated that if the adjacent development trips are added, the Central Avenue intersections overall intersection LOS at 2014 Build may reach F. In that case, mitigation strategies would be required, and environmental review should include them.

Response: The Project contributes to the existing traffic on Central Avenue. Other new developments are contributing to this as well and any potential improvements would be determined by the City of Minneapolis, Hennepin County or the Minnesota Department of Transportation.

Comment: ZipCar has ceased operation in the area. The developer could charge for parking instead of providing free parking to tenants, and create a fund to support a permanent car-sharing service. The developer could commit to installing electric vehicle charging spaces for a percentage of the resident and visitor parking. These strategies will have more enduring environmental benefit than “working with” a carshare program.

Response: Noted for the record. There are several carshare rentals located in the area. As part of the TIS, Developer is implementing several strategies, including working with carshare programs to potentially add to the Project. Parking will be charged for at the Project. The Project will install approximately 20% of its parking stalls as electric vehicle charging stations.

Comment: The EAW is silent on the cumulative potential effects of this project. An EIS would provide critical information for the City and developer to shape this site to complement historic resources and improve environmental quality.

17 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Review of this project also sets an important precedent for protection of the Pillsbury A Mill and Saint Anthony Historic District. In addition to the other pending or current projects in the area, the grain elevators next to this site and within the Pillsbury A Mill complex are not now being used and may be redeveloped in the next decade. Adhering to the SAFHD design guidelines here will ensure that redevelopment at that site contributes to the integrity of the historic district as well.

Response: Under Section 19 of the EAW it states “Preparers can leave this item blank if cumulative potential effects are addressed under the applicable EAW items.” The Preparer has provided cumulative potential effect information in the applicable sections of the EAW as well as additional information in Section 19.

Comment: The proposed development site plan shows three access points to each of the Central and Eastern Blocks. Consistent with The Expo site plan review, MHNA takes exception to the South Access for both blocks. Onsite parking should be directed to 3rd Avenue SE, 4th Avenue SE, and 5th Avenue SE, and not directly to 2nd Street SE.

Response: Noted for the record.

6. Metropolitan Council

Comment: The staff review finds that the EAW is complete with respect to regional concerns and does not raise major issues of consistency with Council policies. An EIS is not necessary for regional purposes.

Response: Noted for the record.

Comment: The EAW incorrectly states that there are no critical areas within the project site. The EAW should discuss the site's location in the Mississippi River Critical Area (Urban Core District: CA-UC) and how the project is or is not consistent with the policies of the City's adopted Critical Area Plan. Furthermore. the discussion of overlay zoning neglects to discuss the site's location in the MR-Mississippi River Critical Area Zoning Overlay District. It should discuss the project in terms of consistency with the regulatory intent of the district.

Comment: The EAW discusses the proposed project at 311 2nd Street SE as well as the nearby Expo development that is already under construction. These two developments would cumulatively add 1,357 dwelling units and 8.500 sf of retail space on 8.7 acres. The Council has prepared a preliminary set of

18 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

transportation analysis zone (TAZ) forecasts for the City's 2040 Comprehensive Plan Update. The amount of housing added at the project site exceeds the Council's current growth scenario for the entirety of TAZ #1238. TAZ #1238 is bounded by Central Avenue on the west. University Avenue on the north. Interstate 35W on the east, and the Mississippi River on the south. The City's should adjust its TAZ forecast allocations to reflect the expected development as part of its forthcoming 2040 comprehensive plan update.

Response: The City and the developer will work together to update the forecasts as part of the 2040 update.

7. United States Department of the Interior, National Park Service

Comment: The National Park Service (NPS) has reviewed the Mandatory Environmental Assessment Worksheet (EAW) for the 311 2nd Street SE project (Project). The Project lies entirely within the boundary the Mississippi National River and Recreation Area (MNRRA), a unit of the NPS. It is also within the Mississippi River Corridor Critical Area (MRCCA), a joint state, regional, and local program that provides coordinated planning and management of a narrow corridor along the Mississippi River within the Twin Cities metropolitan area.

Response: Both the Project and the Expo are located within the Mississippi River Critical Area Overlay District as the boundary goes to University Ave SE.

Comment: The Project, as proposed, could have lasting effects on the Mississippi River, the St. Anthony Falls Historic District, and the Pillsbury A-Mill, a designated National Historic Landmark. The proposed 26 story tower would be approximately nine stories (65%) taller than the Red Tile Elevator of the Pillsbury A-Mill, and would become the most prominent feature of the skyline as viewed from many places along the river permanently altering the skyline and character of the St. Anthony Falls Historic District. While we are critical of the proposed Project, we support the re-development of this area and strongly believe that a compromise is possible that enables dense and vibrant development that does not result in significant negative impacts. The developer has even previously proposed and expressed preference for options that could accomplish this.

Response: The Expo has been approved and is under construction. The Developer submitted 5 options to the joint meeting of the Minneapolis Committee of the Whole with both the Planning Commission and HPC. Prior to this, the Developer met with leaders of the Marcy-Holmes Neighborhood Association and an open neighborhood meeting attended by more than 100 people. At the joint meeting, several options were discussed for the Project with some being economically viable and some not. The Project, as defined in the EAW, discusses the max potential development for the Project to understand the full environmental impacts. The graphic representation shown on figure 8 was for illustrative purposes and is not a submitted or approved plan by any governing body. Actual development could occur at the same or a smaller scale in the future. As part of the EAW, no significant environmental impacts were discovered. The Comprehensive Plan guides the property to be Very High Density, which could potentially mean up to 800 units per acre. The Project would at most be 160 units per acre if both towers were built and the site was fully maximized while not disregarding the guiding documents that govern the Project Site.

Comment: St. Anthony Falls is a major economic driver for the City of Minneapolis through tourism, recreation, and preservation and interpretation of the historic resources and character of the area. “No place anchors the MNRRA corridor’s significance like St. Anthony Falls. No place in the corridor can match its regional, national, and even international significance.”

Response: Both the Project and the Expo are located within the Mississippi River Critical Area Overlay District as the boundary goes to University Ave SE.

19 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Comment: According to Minnesota Administrative Rules, we think there is a possibility that a Mandatory EIS is required. Minnesota Administrative Rules 410.4400 MANDATORY EIS CATEGORIES. Subp. 14. C. “400 unattached units or 600 attached units in a city meeting the conditions of item D if the project is not consistent with the adopted comprehensive plan”

Response: This standard listed above would apply to a project outside the seven-county Twin Cities metropolitan area. When in the seven-county Twin Cities metropolitan area, the mandatory EIS rules state “1,000 unattached units or 1,500 attached units in a city within the seven-county Twin Cities metropolitan area that has adopted a comprehensive plan under Minnesota Statutes.” The total of the Project is under 1,500 attached units. Also, under Minnesota Administrative Rules 4410.4300 MANDATORY EAW CATEGORIES subpart 19, Residential Development, the statute states “An EAW is required for residential development if the total number of units that may ultimately be developed on all contiguous land owned or under an option to purchase by the proposer… equals or exceeds a threshold of this subpart.” Under this statute the Expo should not be considered as a phase, which is consistent with the EAW, and the number of units looked at when determining if an EIS is needed should be the 989 units as it relates to the Project. 989 units is less than two-thirds of the number of units required for an EIS.

Comment: We found noteworthy omissions and errors in the EAW that effect the analysis and lead us to conclude that EAW contains insufficient information to determine the potential for significant and cumulative impacts.

Response: Vague comment. Noted for the record.

8 Alice Hiniker

Comment: I request that an Environmental Impact Statement be completed in order to understand how this proposed development will affect the historical defining characteristics of Marcy Holmes, and to identify options that are more suitable for this location. These types of reports are typical for developments, especially for ones that are a drastic change from anything that has been done previously. Above all, the consequences of the City's decision to approve this 30-story tower must be addressed before throwing out the St. Anthony Falls Historic District Design Guidelines and risking the unique historical context that has helped this area thrive.

Comment: Marcy Holmes is the birthplace of Minneapolis. It is a key location for understanding the city's history, and draws people from around the area to enjoy our beautiful historic buildings. It is the backdrop for countless tours and helps us tell the story of our city. The strong presence of the old mill buildings along the riverfront and their transformation to fulfill contemporary needs captures the history of the past and spirit of the present community. All of that will be severely diminished if this tower dominates the Marcy Holmes neighborhood.

Response: The Project will be evaluated in accordance with RGU’s historic preservation guidelines.

Comment: I do not believe in keeping communities stagnant, I am not against height, and, as someone who works in nonprofit affordable housing, I am certainly not against doing what we can to increase affordable living

20 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

in this wonderful resource-rich area. However, I am against sacrificing the defining characteristics of a unique historic neighborhood for a project that does not contribute in any meaningful way to the community itself and does not truly expand permanent access for very low-income households.

Response: Part of the Project would include an affordable component.

Comment: This 30-foot tower will become the new defining element of Marcy Holmes. What will it reflect? Certainly nothing about the community itself. No community engagement or arts or sustainability. It will be just another luxury housing tower (with a small portion of temporarily affordable mixed in). The same as most other developments right now. This is the oldest neighborhood in Minneapolis. We cannot diminish the unique characteristics that contributed to the creation of this neighborhood, to the entire City, with a meaningless gesture.

Response: Sustainable planning and design features of the building will include items such as: • Installation of a stormwater management system on the site • The Project will be enrolled in Xcel Energy’s and Centerpoint Energy’s design assistance program for energy efficiency. • Installation of electric car charging stations

The Developer is also working to incorporate public art along 2nd Street.

The affordable housing provided as part of the Project will comply with the City of Minneapolis’ affordable housing standards.

Comment: Please be mindful of the existing context and the community's needs, do not so carelessly snub the historic district design guidelines, and do not blindly approve a massively impactful development without completing an EIS.

Response: The Project will be evaluated in accordance with RGU’s historic preservation guidelines.

9. Minnesota Department of Natural Resources

Comment: The EAW does not mention that the project lies within the Mississippi River Critical Core Area. This should have been discussed in the EAW.

Response: Both the Project and the Expo are located within the Mississippi River Critical Area Overlay District as the boundary goes to University Ave SE.

Comment: Contrary to what is stated on page 29 of the EAW, the Mississippi River flyway is important for birds throughout the year, not just during the spring and fall migration seasons. Generally, birds migrate in a broad front, which will span beyond the rivers edges. Migrant and resident birds will be present near the project area year round; tall structures and buildings, particularly buildings with clear glass windows, are known to be a hazard to birds in flight. We encourage the proposer to consider incorporating a bird-friendly building design and other sustainability elements, such as green roofs and using rainwater for landscaping, into the project design. The Minnesota Audubon and the Minnesota B3 Guidelines websites could be useful for planning with these items in mind (links to these websites are provided below).

21 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Response: Noted for the record. The Expo was previously approved using exterior materials within the RGU’s zoning code. The Expo’s glass in the tower is only used at punched window openings in the precast for windows needed for the dwelling units. The Developer will review the above documents and the applicable zoning code set forth by the RGU when designing the Project.

22 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

10. Minnesota Pollution Control Agency

Comment: While the National Pollutant Discharge Elimination System/State Disposal System General Construction Stormwater permit does not require installation of a permanent stormwater treatment system due to less than one acre of new impervious surfaces created by the two redevelopment projects, the MPCA strongly encourages using the opportunity to incorporate Green Infrastructure practices into the design to achieve some stormwater volume reduction with the redevelopment by retaining stormwater onsite to the greatest extent possible.

Comment: The MPCA appreciates the Developer's discussion of noise and adherence to both state and city of Minneapolis standards, but recommends that construction equipment be fitted with the appropriate mufflers to reduce the impacts of noise as much as possible.

Response: Noted for the record.

Comment: In addition, although the noise post-construction may be similar to current levels, it would behoove the city of Minneapolis to conduct noise monitoring of the site prior to construction to help understand current noise levels and to help identify whether noise mitigation or attenuation techniques be included in building design.

Response: This comment is noted. Under the applicable rules, the Project falls into an NAC 1 (residential use) classification. With this designation, the neighboring properties would be required to mitigate their noise such that levels fall within the NAC 1 classification by the time such noises are transmitted to the Project. Further, as the area immediately surrounding the Project includes mostly housing uses, the Project would have no different risk than any other residential building in the area.

11. Cordelia Pierson

The comments in this letter are essentially the same comments as provided by the Marcy-Holmes Neighborhood Association. Please see the responses to that letter.

12 Mona Smith

Comment: I request that an EIS be undertaken for the General Mills Riverside Technical Center.

Response: As described in the Minnesota Administrative Rule Part 4410.4400 Mandatory EIS Categories subpart 14, an EIS is not required unless there are more than 1,500 attached units based on the Project’s geographic area. Also, under Minnesota Administrative Rules 4410.4300 MANDATORY EAW CATEGORIES subpart 19, Residential Development, the statute states “An EAW is required for residential development if the total number

23 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

of units that may ultimately be developed on all contiguous land owned or under an option to purchase by the proposer… equals or exceeds a threshold of this subpart.” Under this statute the Expo should not be considered as a phase, which is consistent with the EAW, and the number of units looked at when determining if an EIS is needed should be the 989 units as it relates to the Project. 989 units is less than two-thirds of the number of units required for an EIS.

Comment: This is Dakota land. We have the longest relationship to this place. Our role is to try to ensure that the place is healthy and remains so.

Response: Noted for the record.

Comment: The St. Anthony Falls area, we are taught, is a teaching place, a healing place. Dakota people have largely been erased from the area. An EIS would be a small gesture to ensuring that the proposed project does not damage that which we hold dear.

Response: Noted for the record.

13. Fred Amram

Comment: We value the existing guidelines that have been established to protect the cultural, historic and natural environment. The developer’s plans ignore existing plans and guidelines for the area. The Saint Anthony Falls Historic District design guidelines limit buildings to eight stories. The Marcy Holmes Master Plan also recommends adhering to the eight-story building height.

Response: The Project will be evaluated in accordance with the RGU’s historic preservation guidelines, which indicate that additional building height may be considered. Height will be evaluated against the historic district guidelines as well as the standards in the city’s zoning ordinance. The Marcy-Holmes Neighborhood Master Plan that was adopted on August 15, 2014, includes a future land use map that “proposes future uses and plan for growth.” This map designates the site as High Density Residential, which is defined in the plan as 50-120 dwelling units per acre. The Comprehensive Plan governs over the small area plan, and under Activity Centers and Growth Centers, allows for Very High Density of 120 -200 dwelling units per acre. On February 12, 2016, the Very High Density amendment was approved by City Council and subsequently updated in the Comprehensive Plan to allow for up to 800 dwelling units per acre. These documents are used with each other as guides in making development decisions.

Comment: The Mississippi River Corridor Critical Area and the Mississippi National River and Recreation Area currently support several protected species of wildlife. There are numerous parks and trails in the area that are enjoyed by a great number of people. It is imperative that a full Environmental Impact Statement be performed to evaluate all possible degrading effects of a project this size.

Response: No habitat for threatened or endangered species will be impacted by the Project. The Project will not have an impact to any nearby parks.

Comment: This project has the potential to destroy the unique charm of our neighborhood. We ask that you take our grave concerns into consideration in your review of the EAW being submitted by the developer.

Response: The Project will be reviewed by the City’s City Planning Commission and the Heritage Preservation Commission.

24 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Comment: Additionally, there’s the ongoing concern of inadequate street parking in the Marcy Holmes neighborhood. A parking study, paid for by MHNA and conducted in the spring of 2018, showed streets consistently “parked up” (at 90%). A project of this size and density has a strong likelihood of making an existing problem even worse.

Response: The Project is being designed to exceed the zoning code parking requirement of the City of Minneapolis.

14. Jerry Bahls

Comment: While the Project Site may be out of the migratory flight patterns because the flyway along the Mississippi River runs parallel to both sites, if the Project contains buildings with reflective glass the birds will see a reflective landscape of the riparian area of the Mississippi River and be drawn to it to serve as a feeding and rest area during migration. Action should be taken to provide for a bird friendly building. The same should be done for the Expo buildings.

Response: Noted for the record. The Developer will review the documents.

Comment: Light from buildings are well known to attract birds to them (https://abcbirds.org/program/glass- collisions/bird-friendly-design/). All lighting should conform to the International Dark--‐Sky Association Dark Sky Reserve Program Guidelines.

Response: Noted for the record. The Developer will review the documents.

Comment: The EAW contains no comment on light pollution from the Project Site and how it will be mediated. All lighting should conform to the International Dark--‐Sky Association Dark Sky Reserve Program Guidelines. More information can be found at http://darksky.org/.

Response: Noted for the record. The Developer will review the documents.

15. Minnesota Department of Administration, State Historic Preservation Office

Comment: As you are aware, the proposed project site is located within the St. Anthony Falls Historic District, a historic property which is listed in the National Register of Historic Places (NRHP). It is also located adjacent to the Pillsbury "A" Mill, a historic property which is individually listed in the NRHP and is also designated as a National Historic Landmark (NHL).

Response: Noted for the record.

Comment: The existing R& D Facility, which the EAW indicates will be demolished as part of this project, was constructed in the 1970s and 1980s and we agree is considered a non-contributing building within the District. However, due to the location within the NRHP-listed historic district and the proximity of the NRHP-listed/NHL Pillsbury "A" Mill complex, any new development at this site should be designed in accordance with the Secretary of the Interior's Standards for the Treatment of Historic Properties (Standards), specifically the Standards and associated Guidelines pertaining to new construction in a historic district. The new development should also take into account the guidance set forth in the St. Anthony Falls Historic District Design Guidelines which are founded upon the Standards.

25 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Response: The SAFHD design guidelines will be evaluated when the Project is reviewed by the City’s Heritage Preservation Commission.

Comment: According to information included in the EAW, the development at 311 2nd Street SE may include towers approximately thirty (30) stories tall. This height greatly exceeds the recommendations set forth in the St. Anthony Falls Historic District Design Guidelines, which calls for building heights in this area not to exceed eight (8) stories. We recommend that a visual assessment and viewshed analysis be completed for this development in order to assess the effects of the project on the NRHP-listed historic district and the adjacent National Historic Landmark.

Response: The visual impacts will be addressed when a Heritage Preservation Application is submitted for the commission to review. The graphic representation shown on figure 8 was for illustrative purposes and is not a submitted or approved plan by any governing body.

Comment: Also, due to the nature and location of the proposed project, and considering the information presented in the report entitled "Doran CSM SE II, LLC, 311 2nd Street SE Project, Phase la Archaeological Resources Inventory, Minneapolis, Hennepin County, Minnesota" (Merjent, July 2018), we recommend that a Phase I archaeological survey be completed for historical archaeology, building on the results of the Phase la report. The survey must meet the requirements of the Secretary of the Interior's Standards for Identification and Evaluation, and should include an evaluation of National Register eligibility for any properties that are identified. For a list of consultants who have expressed an interest in undertaking such surveys, please visit the website preservationdirectory.mnhs.org, and select "Archaeologists" in the "Search by Specialties" box. The proposed use of excavation contractors to identify archaeological remains during building construction is not appropriate.

Response: Noted for the record.

Comment: Please note that this comment letter does not address the requirements of Section 106 of the National Historic Preservation Act of 1966 and 36 CFR § 800. If this project is considered for federal financial assistance, or requires a federal permit or license, then review and consultation with our office will need to be initiated by the lead federal agency. Be advised that comments and recommendations provided by our office for this state-level review may differ from findings and determinations made by the federal agency as part of review and consultation under Section 106.

Response: Noted for the record.

16. Hennepin County

Comment: It appears looking on the graphics of the traffic impact study that dual left turns were modeled for westbound 4th St to southbound Central Avenue. With the planned City of Minneapolis restriping project, both roadway lane configurations (4th Street and University Avenue) have proposed reductions from two left-turn lanes to one to provide buffered bike lanes. The traffic study should be updated to reflect the planned restriping project by the City.

Response: The intersections will be reanalyzed with the proposed geometrics and the Traffic Impact Study will be updated accordingly.

26 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

Comment: One key difference in the Intersection Capacity Analysis between the 2024 Non-Build to and 2024 Build Scenarios is the reduction in LOS from C/D to D/E for the PM Peak I-35W NB On-Ramps. However, this was not acknowledged in the Summary. We suggest further analysis and necessary mitigation be addressed in the report.

Response: The referenced increase in delay occurs over the PM peak hour at the University Ave/I-35W NB Ramps intersection. The modeled increase in overall intersection delay from the 2024 No Build Scenario to the 2024 BUILD Scenario is 2 seconds, while the increase in northbound delay is 6.2 seconds. This increase in delay is relatively minor.

17. Edna Brazaitis

Comment: The City would benefit from the information provided in an EIS in evaluating the large project proposed for the former General Mills site.

Response: Noted for the record.

V. ISSUES IDENTIFIED IN THE EAW

No substantive environmental impacts/issues were identified in this EAW that would not be addressed through the City’s existing formal development review process.

VI. COMPARISON OF POTENTIAL IMPACTS WITH EVALUATION CRITERIA

In deciding whether a project has the potential for significant environmental effects and whether an Environmental Impact Statement (EIS) is needed, the Minnesota Environmental Quality Board rules (4410.1700 Subp. 6 & 7) require the Responsible Governmental Unit (RGU), the City of Minneapolis in this circumstance, to compare the impacts that may be reasonably expected to occur from the project with four criteria by which potential impacts must be evaluated. The following is that comparison:

A. Type, extent, and reversibility of environmental effects:

The environmental effects identified in the petition are visual, localized, and can be mitigated through the City’s existing formal development review process. This process captures and evaluates development proposals not only from a Planning perspective, which encompasses community planning, heritage preservation and development services analysis, but also includes evaluations by the Public Works Department related to stormwater management, water and sewer design, traffic, streets, right-of way, etc., the Construction Code Services Division of CPED related to building code review and inspections and the various utility companies.

B. Cumulative potential effects:

All future development within the area will be considered through the City’s development review process; either administratively or through a public hearing process. This has and will continue to allow the City to manage potential cumulative effects of future development within the vicinity and throughout the City as a whole.

C. Extent to Which the Environmental Effects are Subject to Mitigation by Ongoing Public Regulatory Authority

27 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

The City has discretionary authority through its development review process, and the City and State have authority through the permit approvals required for this project to address, mitigate or avoid the environmental effects identified in the EAW and the comment letters.

The City’s development review process is comprehensively administered by City Staff and implemented by experienced Commissions and the City Council. Any potential environmental effects are mitigated by the City’s development review process.

It is important to note that City Staff and the City Planning Commission consider the context, character, and compatibility of new development.

D. Extent to which environmental effects can be anticipated and controlled as a result of other environmental studies undertaken by public agencies or the project proposer, including other EISs:

A project of this type within an urban setting is neither unique nor unanticipated. Residential, commercial and mixed-use developments that have been significantly more intense than the proposed project have been the subject of EAWs and EISs as well as the City’s development review process. Based on these studies, the environmental effects of this project can be anticipated and controlled by the City’s development review process.

VII. DECISION ON THE NEED FOR AN ENVIRONMENTAL IMPACT STATEMENT

Based on the EAW, the “Findings of Fact and Record of Decision” document, and related documentation for this project, the City of Minneapolis, as the (RGU) for this environmental review, concludes the following:

28 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

necessary for redevelopment, and for the City in this process, informed by the record of the EAW, to identify and encourage the elements for compatible redevelopment, and assure their implementation at this site.

Consequently, the City does not require the development of an Environmental Impact Statement (EIS) for the project.

Exhibits: A. Project Description B. Record of Decision C. Public Notification Record D. Council/Mayor Action E. Comments Received

29 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

EXHIBIT A

Project Description

This EAW studies the proposed 311 2nd Street Southeast development located at 311 2nd Street Southeast in Minneapolis. The Project includes the redevelopment of two plus blocks at 311 2nd Street SE that is comprised of a research and development facility, surface parking lot and landscaping area covering approximately 6.18 acres. The Project may include up to 989 dwelling units and up to 5,000 SF of retail when fully complete, and may be comprised of several towers of approximately thirty stories.

For purposes of this EAW, Developer has included, where appropriate, discussion of the Expo project, located at 200 University Avenue SE, which is being developed by an affiliate of the Developer (“Expo”). The Expo received proper municipal approvals and is currently under construction. No EAW was required for the Expo. The Expo includes 368 residential units and approximately 3,500 SF of retail and sits on a full City block. In the aggregate, the Project and the Expo could include up to 1,357 units and 8,500 SF of retail space on 8.70 acres across three city blocks.

30 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

EXHIBIT B

Environmental Review Record for the 311 2nd Street Southeast EAW

Date Action City Staff distributes EAW to official EQB mailing list and Project List. EAW is posted on the City’s 10/8/2018 website. Minnesota Environmental Quality Board (EQB) publishes notice of availability in EQB Monitor and 10/15/2018 the 30-day comment period commences. 11/14/2018 EAW public comment period closes. Zoning and Planning Committee (Z & P) of the City Council considers the “Draft Findings of Fact 11/29/2018 and Record of Decision" report, provides recommendation to the City Council. City Council approves Z & P Committee recommendation and makes a finding of Negative TBD Declaration: EAW is adequate and no EIS is necessary. TBD Mayor approves Council action regarding EAW.

TBD City publishes notice of Council/Mayor decision in Finance and Commerce. City publishes and distributes Notice of Decision and availability of final "Findings" report to official TBD EQB List and the Project List TBD EQB publishes Notice of Decision in EQB Monitor.

31 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

EXHIBIT C

Public Notification Record

The following describes the public notification process of CPED for the 311 2nd Street Southeast EAW:

1. The City maintains an updated list based on the Official EQB Contact List. The 311 2nd Street Southeast EAW project list follows. All persons on that list were sent copies of the EAW. CPED also distributes copies of the EAW to elected and appointed officials, City staff and others who have expressed interest in the project.

2. A notice of the availability of the 311 2nd Street Southeast EAW, the dates of the comment period, and the process for receiving a copy of the EAW and/or providing comment was published provided with each copy of the EAW and in the EQB Monitor and was provided to the City’s CPED Media contact for notice and distribution.

3. CPED distributed the Notice of Decision with information regarding the final “Findings” document to the Official EQB Contact List and the project list.

4. The EQB published the Notice of Decision in the EQB Monitor.

Attached: Official EQB Contact List Project List

32 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

EAW Distribution List, April, 2018

33 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

311 2nd Street Southeast EAW Project Mailing List

Doran-CSM SE II Cody Dietrich Senior Development Associate 7803 Glenroy Road, Suite 200 Bloomington, MN 55439

Council Member Steve Fletcher Ward 3 - 307 City Hall

Marcy Holmes Neighborhood Organization

Public Works - Allan Klugman – Room 300 Border Avenue

City Attorney’s Office - Erik Nilsson – Room 210 City Hall

34 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

EXHIBIT D

Council/Mayor Action (to be added when the process is complete)

35 Draft Findings of Fact and Record of Decision – 311 2nd Street Southeast EAW

EXHIBIT E

Comments Received on the 311 2nd Street Southeast EAW: