MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (Memorandum), is entered into this ____ day of April, 2014, by and between

the Sheridan Neighborhood Organization (Organization), the residents of the Sheridan Neighborhood collectively (Residents), and McDonalds USA, LLC (McDonalds) for the purpose of reaching an understanding as to certain improvements proposed, and land use approvals obtained for the project at 1100 University Avenue in the City of Minneapolis, Minnesota (the City). WHEREAS, McDonalds wishes to make a substantial investment in the remodel and improvements to the facility at 1100 University as part of its 2014 Major Remodel Program; and WHEREAS, McDonalds has obtained certain City land use approvals and variances necessary to proceed with those improvements; and WHEREAS, certain additional City land use approvals may be necessary to begin construction on the site; and WHEREAS, the Residents have filed an appeal of the variances granted by the Minneapolis Board of Adjustments on February 20, 2014, and said appeal has received a recommendation for approval by the Planning and Zoning Committee of the City Council on March 20, 2014; and WHEREAS, The full City Council has tabled final action on the appeal while the parties meet to discuss possible terms under which the residents would be accepting of the project. THEREFORE, Be It Resolved, that the parties have met on at least three occasions to discuss the neighborhood concerns and review the proposed project and wish to memorialize certain mutual understandings with regard to the project. The understanding of the parties is as follows: Section 1: McDonalds will: 1. Complete the Major Remodel Project (MRP) as currently proposed and permitted with the following plan revisions: a. Remove all existing site lighting and construct new LED system with 0.5 foot-candle cutoff at property lines, a max of 8.0 foot-candle, and utilizing 25 pole heights. b. Upgrade Customer Order Display (COD) system with newest digital sound system and Automatic Volume Control (AVC). c. There will be no architectural lighting of the yellow canopy at COD, but the down light under the canopy will remain to light the area below. d. Additional curb will be installed in lieu of striping to discourage u-turn movement at drive thru. e. Deficient portions of the existing fenceline will be repaired and upgraded to match the center portions of the fence with 2x6 vertical members tightly spaced on the

McDonalds side, and reset 1x6 vertical members infilled where missing on the Residents side. f. Provide five (5) 6 Colorado Blue Spruce in larger open areas, and fifteen (15) 3 Techny Arborvitaes along base of fence in narrow green areas, a portion of which may be substituted for cash equivalence, at the discretion of the residents, to contribute towards a community art project. g. Irrigation will be reviewed to ensure viability of plantings. h. The bottom of the fence at the trash corral will be modified to extend to grade. i. The gap in the south fenceline at the trash enclosure will be filled. j. An additional walkway segment will be added from the East corner of the building to the public walk on University Avenue perpendicular to vehicle traffic. k. Signs will be posted at the drive thru and along the back fenceline to advise customers of Minneapolis Noise Ordinances. l. Agree to incorporate the above conditions into the current and future approvals for the project. 2. Make the southernmost section of fencing available to the Organization to work with local artists in developing a potential mural or other neighborhood art, subject to content review and approval by McDonalds. Due to current budget impacts of additional items, McDonalds cannot contribute funding to this effort beyond the landscaping proposed in this area. Utilize 911 system to report suspicious or non-compliant activity, noting license numbers where appropriate. Coordinate an on-site meeting with residents and current on-site management to review the components of this agreement.

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Section 2: The Organization and Residents will: 1. Withdraw their appeal of the three variances granted on February 20, 2014. 2. Support PDR/Building Permit process for final building review. 3. Support CUP process for a minor cooler addition (if necessary). 4. Provide access to McDonalds contractors necessary to make fenceline repairs. Failure to allow access will indicate Residents consent to the existing condition on that exterior portion. 5. Provide conceptual proposals for McDonalds review and approval for any proposed public art on the south fenceline. 6. Going forward, inform McDonalds on-site management in writing of any issues/concerns. 7. Use the existing 311 process to report any violation of current code not addressed by on-site management. Section 3: Scope. This Memorandum is a non-binding expression of the intent of the parties with the respect to the obligations set forth in Sections 1 and 2.

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Section 4: Expenses. All legal and other costs and expenses incurred by a party in connection with the transactions and negotiations contemplated herein, other than those specifically stated to be borne by McDonalds, shall be paid by the party incurring such expenses. Section 5: Entire Agreement. This Memorandum constitutes the entire agreement between the parties with regard to the subject matter set forth herein and supersedes and replaces any prior oral or written agreements or representations of the parties with regard to the subject matter set forth herein. This Memorandum may not be modified or amended except in a writing executed by the parties. Section 6: Governing Law. This Memorandum shall be governed by and interpreted under the substantive laws of the State of Minnesota without regard to that states conflict of laws provisions. Section 7: Commitment of Participants. The parties have a mutual understanding of and are in agreement with the conditions and responsibilities outlined in this Memorandum, and have reviewed the proposed project as permitted, and including the conditions outlined above. McDonalds USA, LLC By:_______________________________________ Its: Date:

Sheridan Neighborhood Organization By:_______________________________________ Its: Date:

RESIDENTS By:___________________________________Address:_________________________________ By:___________________________________Address:_________________________________

4838-9765-4298, v. 1

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