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City Council - 05/03/2022
AGENDA CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY, MAY 3, 2022 CITY CENTER 5:00 – 6:25 PM, HERITAGE ROOMS 6:30 – 7:00 PM, COUNCIL CHAMBER CITY COUNCIL: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey CITY STAFF: City Manager Rick Getschow, Police Chief Matthew Sackett, Fire Chief Scott Gerber, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Jay Lotthammer, Administrative Services/HR Director Alecia Rose, Communications Manager Joyce Lorenz, City Attorney Maggie Neuville, and Recorder Katie O’Connor Workshop - Heritage Rooms I and II (5:30) I. 2021 AUDIT AND FINANCIAL STATEMENTS Open Podium - Council Chamber (6:30) II. OPEN PODIUM III. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, MAY 3, 2022 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road CITY COUNCIL: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, and Lisa Toomey CITY STAFF: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Jay Lotthammer, and City Attorney Maggie Neuville I. CALL THE MEETING TO ORDER II. PLEDGE OF ALLEGIANCE III. OPEN PODIUM INVITATION IV. PROCLAMATIONS / PRESENTATIONS A. 2021 ANNUAL COMPREHENSIVE FINANCIAL REPORT B. HERITAGE PRESERVATION AWARD C. SENIOR AWARENESS MONTH PROCLAMATION D. EDEN PRAIRIE BUSINESS SURVEY V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, APRIL 19, 2022 B. CITY COUNCIL MEETING HELD TUESDAY, APRIL 19, 2022 VII. REPORTS OF ADVISORY BOARDS AND COMMISSIONS VIII. CONSENT CALENDAR A. GTS HOUSING (BLUE STEM) by Greco Properties, LLC. Second Reading of Ordinance for Planned Unit Development District Review with waivers on 15.28 acres and Zoning Change from OFC to TOD-R on 5.78 acres and ORC to P/OS on 11.17 acres; Resolution for Site Plan Review on 15.28 acres (Ordinance for PUD District Review waivers and Zoning Change, Resolution for Site Plan Review, Development Agreement) CITY COUNCIL AGENDA May 3, 2022 Page 2 B. ADOPT MODIFICATION TO REDEVELOPMENT PLAN FOR PROJECT AREA NO. 5 ESTABLISHING TIF DISTRICT NO. 26: GTS HOUSING (BLUE STEM NORTH), AND ADOPT TIF PLAN C. ADOPT RESOLUTION APPROVING FINAL PLAT OF SCHULMAN ADDITION D. ADOPT RESOLUTION APPROVING FINAL PLAT OF CROSSTOWN CIRCLE SECOND ADDITION E. APPROVE AGREEMENT WITH ODESSA II FOR NESBITT PARK ENHANCEMENTS AND SPLASH PAD F. APPROVE AGREEMENT WITH LANDSCAPE STRUCTURES FOR NESBITT SPLASH PAD EQUIPMENT AND INSTALLATION G. APPROVE AGREEMENT WITH HTPO FOR DESIGN AND CONSTRUCTION DOCUMENTS FOR VIKING DRIVE TRAIL H. AWARD CONTRACT TO TRAUT WELLS FOR CONSTRUCTION OF MUNICIPAL WELL NO. 17 I. APPROVE AGREEMENT WITH SRF CONSULTING GROUP, INC. FOR RIVERVIEW ROAD GUARDRAIL IMPROVEMENT PROJECT J. AWARD CONTRACT FOR 2022 MUDJACKING TO NORTHSTAR MUDJACKING AND MORE K. AWARD CONTRACT FOR 2022 PAVEMENT REHAB PROJECT TO VALLEY PAVING, INC. L. APPROVE AGREEMENT WITH BOLTON & MENK FOR FEASIBILITY AND FINAL DESIGN OF EDEN PRAIRIE ROAD WATERMAIN REPLACEMENT M. APPROVE PARTNERSHIP AGREEMENTS WITH CARVER COUNTY, INDEPENDENT SCHOOL DISTRICT NO. 272, AND HENNEPIN COUNTY REGARDING FIBER INFRASTRUCTURE IX. PUBLIC HEARINGS / MEETINGS A. CAMP EDEN WOOD BUILDING IMPROVEMENTS CERTIFICATE OF APPROPRIATENESS by City of Eden Prairie. Certificate of Appropriateness. X. PAYMENT OF CLAIMS XI. ORDINANCES AND RESOLUTIONS CITY COUNCIL AGENDA May 3, 2022 Page 3 XII. PETITIONS, REQUESTS, AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS B. REPORT OF CITY MANAGER C. REPORT OF COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT AGENDA CITY OF EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY, MAY 3, 2022 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road HOUSING AND REDEVELOPMENT AUTHORITY MEMBERS: Chair Ron Case, Members Kathy Nelson, Mark Freiberg, and Lisa Toomey CITY STAFF: City Manager Rick Getschow, City Attorney Maggie Neuville, Community Development Director Julie Klima, and Finance Manager Tammy Wilson I. CALL THE HRA MEETING TO ORDER II. APPROVE MINUTES OF HRA MEETING HELD ON APRIL 5, 2022 III. ADOPT MODIFICATION TO REDEVELOPMENT PLAN FOR PROJECT AREA NO. 5 ESTABLISHING TIF DISTRICT NO. 26: GTS HOUSING (BLUE STEM NORTH), ADOPT TIF PLAN, AND APPROVE TIF DEVELOPMENT AGREEMENT IV. ADOPT OBJECTIVE CRITERIA FOR TIF ASSIGNMENT(S) V. ADJOURNMENT UNAPPROVED MINUTES HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY, APRIL 5, 2022 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road HOUSING AND REDEVELOPMENT AUTHORITY MEMBERS: Chair Ron Case, Council Members Mark Freiberg, PG Narayanan, Kathy Nelson, and Lisa Toomey CITY STAFF: City Manager Rick Getschow, Public Works Director Robert Ellis, Parks and Recreation Director Jay Lotthammer, Community Development Director Julie Klima, and City Attorney Maggie Neuville I. ROLL CALL / CALL THE HRA MEETING TO ORDER Chair Case called the meeting to order at 7:03 PM. All HRA members were present. II. APPROVE MINUTES OF HRA MEETING HELD ON MARCH 1, 2022 MOTION: Nelson moved, seconded by Freiberg, to approve the HRA minutes from March 1, 2022. Motion carried 5-0. III. ASSIGNMENT OF CDBG LOAN FOR COLUMBINE TOWNHOMES (Resolution HRA No. 2022-02) Getschow explained there is an assignment of a loan for Columbine Townhomes. He noted 100 percent of the 32 townhome units in the project would be affordable to individuals or families whose incomes do not exceed 60 percent of the area median income. The HRA provided a loan to the developer of Community Development Block Grant (CDBG) funds in the principal amount of $142,125.00. The loan forgiveness is structured as an assignment of the CDBG loan, and, in exchange for this assignment, the Townhomes will continue to maintain the affordability of 100 percent of the units for an additional ten years and promise to make the proposed capital improvements in the amount of $207,014.00, which amount represents the outstanding principal and interest on the CDBG loan MOTION: Toomey moved, seconded by, Freiberg to adopt Resolution HRA No. 2022-02 Approving Second Amendment to Project Management Agreement and Assignment of CDBG Loan for Columbine Townhomes. Motion carried 5-0. IV. ADJOURNMENT MOTION: Narayanan moved, seconded by Freiberg, to adjourn the HRA meeting. Motion carried 5-0. Chair Case adjourned the meeting at 7:06 PM. HRA MINUTES April 5, 2022 Page 2 Respectfully submitted, ________________________ Nicole Tingley, City Clerk HRA AGENDA DATE May 3, 2022 DEPARTMENT / DIVISION Julie Klima, Community Development Director Jonathan Stanley, Housing & Community Services ITEM DESCRIPTION Adopt modification to Redevelopment Plan for Project Area No. 5 establishing TIF District No. 26: GTS Housing, adopt the TIF Plan, and approve the TIF Development Agreement ITEM NO. III. Requested Action Move to: Adopt Resolution Adopting a Modification to the Redevelopment Plan for Redevelopment Project Area No. 5 and establishing Tax Increment Financing District No. 26: GTS Housing, adopt a Tax Increment Financing Plan therefor, and approve the TIF Development Agreement Synopsis Greco Properties is requesting Tax Increment Financing (TIF) for GTS Housing located at 6901 Flying Cloud Drive in the Golden Triangle. GTS Housing is a 425-unit mixed-income apartment project that meets the criteria for a new Housing TIF District. The project will be developed in two phases. The first phase is a 4 and 5 story, 237-unit building in which 20% of the units (49 units) will be affordable to residents earning at or below 50% of the Area Median Income (AMI). An additional 12 units will be inclusionary housing units as required by City Code and will be affordable to residents earning at or below 80% of AMI. The remaining 176 units will be market rate. The second phase is a 6-story, 188-unit building in which 20% of the units (38 units) will be affordable to residents earning at or below 50% of AMI, and an additional 9 units will be inclusionary housing units affordable to residents earning at or below 80% of AMI. The remaining 141 units will be market rate. This request necessitates a Redevelopment Plan modification, creation of a new TIF District No. 26, and a TIF Plan for GTS Housing. The TIF Plan for TIF District No. 26 is the City’s planning document for the district. It spells out the objectives and policies for the district, identifies the geographic boundaries, and sets the maximum budgetary authority for the district. This planning document simply allows for the creation of a new TIF district. Approval of the TIF Plan does not grant any specific TIF assistance to the property owner. Assistance is granted through a separate TIF agreement between the HRA and the developer. TIF District No. 26 is being established as a Housing TIF District. The site qualifies as a Housing TIF District because the project will meet the income requirements outlined above. The TIF Plan sets up the district for a maximum duration of 26 years. The maximum budgetary authority in the district is approximately $64.16 million. This is a maximum budget intended to provide flexibility. It includes 5% annual inflation and assumes the TIF district runs for the full 26 years. The actual assistance to the property owner is anticipated to be a present value of $12.9 million, broken out to $7.9 million for Phase 1 and $5 million for Phase 2. Total payments, which include interest paid, are projected to be $12.4 million for Phase 1 and $7.3 million for Phase 2, for a total of $19.7 million. Current estimates show that the amount for Phase 1 can be repaid within 18 years and the amount for Phase 2 can be repaid within 14 years. The TIF Plan assumes pay-as-you-go assistance to the developer. Pay-as-you-go TIF requires the developer to seek its own financing secured by all or a portion of the tax increments generated by the project. In this scenario, the City and HRA do not provide the funding up front, but enter into an agreement to provide tax increments from the increased taxes from the project up to a specific dollar amount over time. If tax increment is not enough to repay the developer, the City does not make up the difference. The TIF Plan also includes a 10% allowance for City administrative costs. The City can use this 10% to pay for any ongoing costs associated with administering the project in the TIF District. The City Council held a public hearing on the TIF proposal on March 15, 2022. Staff and the Developer have come to terms on the Tax Increment Financing Development Agreement that lays out the expected distribution of increment, determines the type and number of affordable units by bedroom size, characterizes compliance responsibilities going forward and more. Background Proposed Financing and General Terms: Housing TIF: Greco Properties is requesting new Housing TIF District financing for GTS Housing. Their original request was for $13,554,585 of new TIF in the form of pay-as-you-go over 25 years Ehlers Public Finance (our TIF consultants) and staff have reviewed Greco Properties’ application. We have determined that the proposal meets the “but for test” for TIF District financing However, the development does not require the requested amount of TIF to generate reasonable profits. Therefore, Ehlers and staff recommends a total of $12.9 million of present value TIF paid over 18 years for Phase I and 14 years for Phase 2. The required affordability will continue for a total of 26 years, however, which is the maximum duration of the TIF district. Affordable TIF and IH Units: During the 26-year affordability period, Greco Properties would need to maintain 49 units in Phase 1 and 38 units in Phase 2 at rents affordable to households whose incomes do not exceed 50% of the AMI. Greco Properties would submit annual information to the City regarding the households occupying these units and the rents they pay compared to commensurate market rate units. Of the 49 affordable TIF units in Phase 1, staff recommends a minimum of 11 studios, 19 one bedroom, 15 two-bedroom, and 4 three-bedroom units. Of the 38 affordable units in Phase 2, staff recommends a minimum of 8 studio units, 15 one-bedroom units, 11 two-bedroom units, and 4 three-bedroom units. In addition, City Code Chapter 13 requires that the developer provide Inclusionary Housing (IH) units in perpetuity that must be affordable to households earning up to 80% of AMI. The developer will be required to provide 12 IH units in Phase 1, including 3 studios, 5 one-bedroom units, 3 two-bedroom units, and 1 three-bedroom unit. For Phase 2, Developer will be required to provide 9 IH units, including 2 studios, 3 one-bedroom units, 3 two-bedroom units, and 1 three- bedroom unit. Attachments • Resolution Adopting Modification to the Redevelopment Plan and Establishing TIF District No. 26 • Tax Increment Financing Plan • Tax Increment Development Agreement HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. __________ RESOLUTION ADOPTING A MODIFICATION TO THE REDEVELOPMENT PLAN FOR REDEVELOPMENT PROJECT AREA NO. 5, ESTABLISHING TAX INCREMENT FINANCING DISTRICT NO. 26: GTS HOUSING THEREIN, ADOPTING A TAX INCREMENT FINANCING PLAN THEREFOR, AND APPROVING THE TIF DEVELOPMENT AGREEMENT. WHEREAS, it has been proposed by the Board of Commissioners (the “Board”) of the Housing and Redevelopment Authority in and for the City of Eden Prairie (the “HRA”) and the City of Eden Prairie (the “City”) that the HRA adopt a Modification to the Redevelopment Plan (the “Redevelopment Plan Modification”) for Redevelopment Project Area No. 5 (the “Project Area”) and establish Tax Increment Financing District No. 26: GTS Housing (the “District”), adopt a Tax Increment Financing Plan (the “TIF Plan”) therefor (the Redevelopment Plan Modification and the TIF Plan are referred to collectively herein as the “Plans”), and approve a TIF Development Agreement (the (“Agreement”) all pursuant to and in conformity with applicable law, including Minnesota Statutes, Sections 469.001 to 469.047, and Sections 469.174 to 469.1794, inclusive, as amended (the “Act”), all as reflected in the Plans and presented for the Board’s consideration; and WHEREAS, the HRA has investigated the facts relating to the Plans and has caused the Plans to be prepared; and WHEREAS, the HRA has performed all actions required by law to be performed prior to the adoption of the Plans. The City Council has also held a public hearing on March 15, 2022, on the Plans upon published notice as required by law. NOW, THEREFORE, BE IT RESOLVED by the Board as follows: 1. The HRA hereby finds that the District is in the public interest and is a “housing district” under Minnesota Statutes, Section 469.174, Subd. 11, and finds that the adoption of the proposed Plans conforms in all respects to the requirements of the Act and will help fulfill a need to develop an area of the State of Minnesota for affordable and high-quality housing. 2. The HRA further finds that the Plans will afford maximum opportunity, consistent with the sound needs for the City as a whole, for the development or redevelopment of the Project Area by private enterprise in that the intent is to provide only that public assistance necessary to make the private developments financially feasible. 3. The reasons and facts supporting the findings in this resolution are described in the Plans and are attached here to as Exhibit A. Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 26 (GTS Housing) 2 4. The HRA elects to calculate fiscal disparities for the District in accordance with Minnesota Statutes, Section 469.177, Subd. 3, clause b, which means the fiscal disparities contribution would be taken from inside the District. 5. Upon satisfaction of the contingency in paragraph 10 hereof, the Plans, as presented to the HRA on this date, are hereby approved, established and adopted and shall be placed on file in the office of the Executive Director of the HRA. 6. Upon satisfaction of the contingency in paragraph 10 hereof, the TIF Development Agreement as presented to the HRA on this date, is hereby approved and the Executive Director is authorized to execute. 7. Upon satisfaction of the contingency in paragraph 10 hereof, upon approval of the Plans by the City Council, City staff, the HRA’s advisors, and legal counsel are authorized and directed to proceed with the implementation of the Plans and for this purpose to negotiate, draft, prepare and present to this Board for its consideration all further plans, resolutions, documents and contracts necessary for this purpose. Approval of the Plans does not constitute approval of any project or a Development Agreement with any developer. 8. Upon satisfaction of the contingency in paragraph 10 hereof, the Executive Director of the HRA is authorized and directed to forward a copy of the Plans to the Minnesota Department of Revenue and the Office of the State Auditor pursuant to Minnesota Statutes 469.175, Subd. 4a. 9. Upon satisfaction of the contingency in paragraph 10 hereof, the Executive Director of the HRA is authorized and directed to forward a copy of the Plans to the Hennepin County Auditor and request that the Auditor certify the original tax capacity of the District as described in the Plans, all in accordance with Minnesota Statutes 469.177. 10. The approval of the Plans and the Agreement and the directions given in paragraphs 6 through 9 are contingent upon receipt by the Executive Director of documentation acceptable to the Executive Director that EP GTS Housing Phase I LLC has acquired fee simple interest in the Development Property as defined in the TIF Agreement. If the Executive Director does not receive such documentation on or prior to September 1, 2022, this Resolution, including but not limited to the approval of the Plans and the Agreement and the directions given in paragraphs 6-9 are null and void and of no further effect. The HRA may but is not required to, take such further action to confirm that this Resolution is null and void and of no further effect. Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 26 (GTS Housing) 3 ADOPTED by the HRA in and for the City of Eden Prairie this 3rd day of May, 2022. _______________________________ Ronald A. Case, Chair ATTEST: __________________________ Rick Getschow, Executive Director Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 26 (GTS Housing) 4 EXHIBIT A The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan for Tax Increment Financing District No. 26 (GTS Housing), as required pursuant to Minnesota Statutes, Section 469.175, Subdivision 3 are as follows: 1. Finding that Tax Increment Financing District No. 26 (GTS Housing) is a housing district as defined in M.S., Section 469.174, Subd. 11. Tax Increment Financing District No. 26 (GTS Housing) consists of two (2) parcels. The development will consist of the construction of 425 apartment units in two phases, including 87 units affordable at 50% of area median income and 21 units affordable at 80% of area median income, all or a portion of which will receive tax increment assistance and will meet income restrictions described in M.S. 469.1761. At least 20 percent of the units receiving assistance will have incomes at or below 50 percent of area median income. Appendix C of the TIF Plan contains background for the above finding. 2. Finding that the proposed development, in the opinion of the HRA, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future. The proposed development, in the opinion of the HRA, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future: This finding is supported by the fact that the development proposed in this plan is a housing district that meets the HRA's objectives for development and redevelopment. The cost of land acquisition, site and public improvements and utilities makes this housing development infeasible without HRA assistance. Due to decreased rental income from affordable units, there is insufficient cash flow to provide a sufficient rate of return, pay operating expenses, and service the debt. This leaves a gap in the funding for the project and makes this housing development feasible only through assistance, in part, from tax increment financing. The developer was asked for and provided a letter and a pro forma as justification that the developer would not have gone forward without tax increment assistance. The increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the TIF District permitted by the TIF Plan: This finding is justified on the grounds that the cost of land acquisition, site and public improvements, utilities and construction of affordable housing add to the total development cost. Historically, the costs of site and public improvements as well as Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 26 (GTS Housing) 5 reduced rents required for affordable workforce housing in the City have made development infeasible without tax increment assistance. The HRA reasonably determines that no other development of similar scope is anticipated on this site without substantially similar assistance being provided to the development. 3. Finding that the TIF Plan for Tax Increment Financing District No. 26 (GTS Housing) conforms to the general plan for the development or redevelopment of the municipality as a whole. The City Council reviewed the TIF Plan and found that the TIF Plan conforms to the general development plan of the City. 4. Finding that the TIF Plan for Tax Increment Financing District No. 26 (GTS Housing) will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the development or redevelopment of Redevelopment Project Area No. 5 by private enterprise. Through the implementation of the TIF Plan, the HRA will provide an impetus for residential development, which is desirable or necessary for increased population and an increased need for life-cycle housing within the City. $ $ $ $ 58,327,826$ 5,832,786 64,160,612$ 10,000,000$ 6,000,000 14,000,000 2,500,000 1,264,628 5,832,786 39,597,414$ 24,563,198 64,160,612$ 2,148,580,667 3,996,674 0.1860% 122,834,071 3,996,674 3.2537% 116,775,695 3,996,674 3.4225% 38.3660%38.09% 3,996,674 $1,533,364 32.4810%32.25% 3,996,674 1,298,160 21.0760%20.93% 3,996,674 842,339 8.7980%8.74% 3,996,674 351,627 100.7210%100.00% $4,025,490 TIF District No. 26 See Inset Legend Redevelopment Project Area No. 5 Boundary (coterminous with the corporate boundary of the City of Eden Prairie) TIF District No 26 Boundary City of Eden PrairieRedevelopment Project Area No. 5 and TIF District No. 26 Boundaries 4/28/2022 TIF District No. 26 (GTS Housing) 5% Inflation City of Eden Prairie, MN 425 Apartments ASSUMPTIONS AND RATES DistrictType:HousingDistrict Name/Number:County District #:Exempt Class Rate (Exempt)0.00%First Year Construction or Inflation on Value 2022 Commercial Industrial Preferred Class Rate (C/I Pref.)Existing District - Specify No. Years Remaining First $150,000 1.50%Inflation Rate - Every Year:5.00%Over $150,000 2.00%Interest Rate:4.00%Commercial Industrial Class Rate (C/I)2.00%Present Value Date:1-Aug-23 Rental Housing Class Rate (Rental)1.25%First Period Ending 1-Feb-24 Affordable Rental Housing Class Rate (Aff. Rental)Tax Year District was Certified:Pay 2021 First $100,000 0.75%Cashflow Assumes First Tax Increment For Development:2024 Over $100,000 0.25%Years of Tax Increment 26 Non-Homestead Residential (Non-H Res. 1 Unit)Assumes Last Year of Tax Increment 2049 First $500,000 1.00%Fiscal Disparities Election [Outside (A), Inside (B), or NA]Inside(B)Over $500,000 1.25%Incremental or Total Fiscal Disparities Incremental Homestead Residential Class Rate (Hmstd. Res.)Fiscal Disparities Contribution Ratio 40.3285%Prelim. Pay 2022 First $500,000 1.00%Fiscal Disparities Metro-Wide Tax Rate 132.5960%Prelim. Pay 2022 Over $500,000 1.25%Maximum/Frozen Local Tax Rate: 100.721%Prelim. Pay 2022 Agricultural Non-Homestead 1.00%Current Local Tax Rate: (Use lesser of Current or Max.)100.721%Prelim. Pay 2022 State-wide Tax Rate (Comm./Ind. only used for total taxes)37.0000%Prelim. Pay 2022 Market Value Tax Rate (Used for total taxes)0.21261%Prelim. Pay 2022 Building Total Percentage Tax Year Property Current Class AfterLandMarketMarketOf Value Used Original Original Tax Original After ConversionMap ID PID Owner Address Market Value Value Value for District Market Value Market Value Class Tax Capacity Conversion Orig. Tax Cap.1 01-116-22-34-0028Golden Triangle Station, LLC6901 Flying Cloud Drive 5,231,000 10,000 5,241,000 80%4,192,800 Pay 2021 C/I Pref.83,106 Rental 52,410 1201-116-22-34-0028Golden Triangle Station, LLC6901 Flying Cloud Drive 5,231,000 10,000 5,241,000 20%1,048,200 Pay 2021 C/I Pref.20,214 Aff. Rental 7,862 1 10,462,000 20,000 10,482,000 5,241,000 103,320 60,272 Note: 1. Base values are for pay 2022 based upon review of County website on 8-4-2021. 2. Located in SD #272 and WS #1 Area/ Phase Tax Rates BASE VALUE INFORMATION (Original Tax Capacity) Prepared by Ehlers 4/28/2022 TIF District No. 26 (GTS Housing) 5% Inflation City of Eden Prairie, MN 425 Apartments Estimated Taxable Total Taxable Property Percentage Percentage Percentage Percentage First Year Market Value Market Value Total Market Tax Project Project Tax Completed Completed Completed Completed Full TaxesArea/Phase New Use Per Sq. Ft./Unit Per Sq. Ft./Unit Sq. Ft./Units Value Class Tax Capacity Capacity/Unit 2022 2023 2024 2025 Payable1Apartments280,000 280,000 187 52,360,000 Rental 654,500 3,500 15%100%100%100%20251Apartments280,000 280,000 50 14,000,000 Aff. Rental 60,000 1,200 15%100%100%100%20252Apartments280,000 280,000 150 42,000,000 Rental 525,000 3,500 0%15%100%100%20262Apartments280,000 280,000 38 10,640,000 Aff. Rental 45,600 1,200 0%15%100%100%2026TOTAL119,000,000 1,285,100 Subtotal Residential 425 119,000,000 1,285,100 Subtotal Commercial/Ind.0 0 0 Note: 1. Market values are based upon estimates from the City Assessor. Total Fiscal Local Local Fiscal State-wide MarketTaxDisparitiesTax Property Disparities Property Value Total Taxes PerNew Use Capacity Tax Capacity Capacity Taxes Taxes Taxes Taxes Taxes Sq. Ft./UnitApartments654,500 0 654,500 659,219 0 0 111,323 770,542 4,120.54Apartments60,000 0 60,000 60,433 0 0 12,757 73,189 1,463.78Apartments525,000 0 525,000 528,785 0 0 89,296 618,081 4,120.54Apartments45,600 0 45,600 45,929 0 0 9,695 55,624 1,463.78TOTAL1,285,100 0 1,285,100 1,294,366 0 0 223,070 1,517,436Note: 1. Taxes and tax increment will vary significantly from year to year depending upon values, rates, state law, fiscal disparities and other factors which cannot be predicted. Total Property Taxes 1,517,436less State-wide Taxes 0less Fiscal Disp. Adj.0less Market Value Taxes (223,070)less Base Value Taxes (60,706)Annual Gross TIF 1,233,660 WHAT IS EXCLUDED FROM TIF? TAX CALCULATIONS PROJECT INFORMATION (Project Tax Capacity) Prepared by Ehlers 4/28/2022 Tax Increment Cashflow - Page 3 TIF District No. 26 (GTS Housing) 5% Inflation City of Eden Prairie, MN 425 Apartments TAX INCREMENT CASH FLOW Project Original Fiscal Captured Local Annual Semi-Annual State Admin.Semi-Annual Semi-Annual PERIOD% of Tax Tax Disparities Tax Tax Gross Tax Gross Tax Auditor at Net Tax Present ENDING Tax PaymentOTCCapacityCapacityIncrementalCapacityRateIncrementIncrement0.36%10%Increment Value Yrs.Year Date- - - - 02/01/24100%107,175 (60,272) - 46,904 100.721%47,242 23,621 (85) (2,354) 21,182 20,360 0.5 2024 08/01/24100%107,175 (60,272) - 46,904 100.721%47,242 23,621 (85) (2,354) 21,182 40,320 1 2024 02/01/25100%800,090 (60,272) - 739,819 100.721%745,153 372,576 (1,341) (37,124) 334,112 348,988 1.5 2025 08/01/25100%800,090 (60,272) - 739,819 100.721%745,153 372,576 (1,341) (37,124) 334,112 651,603 2 2025 02/01/26100%1,320,825 (60,272) - 1,260,554 100.721%1,269,642 634,821 (2,285) (63,254) 569,282 1,157,109 2.5 2026 08/01/26100%1,320,825 (60,272) - 1,260,554 100.721%1,269,642 634,821 (2,285) (63,254) 569,282 1,652,703 3 2026 02/01/27100%1,386,866 (60,272) - 1,326,595 100.721%1,336,159 668,080 (2,405) (66,567) 599,107 2,164,035 3.5 2027 08/01/27100%1,386,866 (60,272) - 1,326,595 100.721%1,336,159 668,080 (2,405) (66,567) 599,107 2,665,342 4 2027 02/01/28100%1,456,210 (60,272) - 1,395,938 100.721%1,406,003 703,001 (2,531) (70,047) 630,424 3,182,508 4.5 2028 08/01/28100%1,456,210 (60,272) - 1,395,938 100.721%1,406,003 703,001 (2,531) (70,047) 630,424 3,689,535 5 2028 02/01/29100%1,529,020 (60,272) - 1,468,749 100.721%1,479,338 739,669 (2,663) (73,701) 663,306 4,212,547 5.5 2029 08/01/29100%1,529,020 (60,272) - 1,468,749 100.721%1,479,338 739,669 (2,663) (73,701) 663,306 4,725,304 6 2029 02/01/30100%1,605,471 (60,272) - 1,545,200 100.721%1,556,340 778,170 (2,801) (77,537) 697,832 5,254,173 6.5 2030 08/01/30100%1,605,471 (60,272) - 1,545,200 100.721%1,556,340 778,170 (2,801) (77,537) 697,832 5,772,672 7 2030 02/01/31100%1,685,745 (60,272) - 1,625,473 100.721%1,637,193 818,596 (2,947) (81,565) 734,084 6,307,413 7.5 2031 08/01/31100%1,685,745 (60,272) - 1,625,473 100.721%1,637,193 818,596 (2,947) (81,565) 734,084 6,831,669 8 2031 02/01/32100%1,770,032 (60,272) - 1,709,760 100.721%1,722,088 861,044 (3,100) (85,794) 772,150 7,372,297 8.5 2032 08/01/32100%1,770,032 (60,272) - 1,709,760 100.721%1,722,088 861,044 (3,100) (85,794) 772,150 7,902,324 9 2032 02/01/33100%1,858,533 (60,272) - 1,798,262 100.721%1,811,227 905,614 (3,260) (90,235) 812,118 8,448,856 9.5 2033 08/01/33100%1,858,533 (60,272) - 1,798,262 100.721%1,811,227 905,614 (3,260) (90,235) 812,118 8,984,672 10 2033 02/01/34100%1,951,460 (60,272) - 1,891,189 100.721%1,904,824 952,412 (3,429) (94,898) 854,085 9,537,128 10.5 2034 08/01/34100%1,951,460 (60,272) - 1,891,189 100.721%1,904,824 952,412 (3,429) (94,898) 854,085 10,078,751 11 2034 02/01/35100%2,049,033 (60,272) - 1,988,762 100.721%2,003,101 1,001,550 (3,606) (99,794) 898,150 10,637,150 11.5 2035 08/01/35100%2,049,033 (60,272) - 1,988,762 100.721%2,003,101 1,001,550 (3,606) (99,794) 898,150 11,184,600 12 2035 02/01/36100%2,151,485 (60,272) - 2,091,213 100.721%2,106,291 1,053,145 (3,791) (104,935) 944,419 11,748,965 12.5 2036 08/01/36100%2,151,485 (60,272) - 2,091,213 100.721%2,106,291 1,053,145 (3,791) (104,935) 944,419 12,302,264 13 2036 02/01/37100%2,259,059 (60,272) - 2,198,787 100.721%2,214,641 1,107,320 (3,986) (110,333) 993,001 12,872,619 13.5 2037 08/01/37100%2,259,059 (60,272) - 2,198,787 100.721%2,214,641 1,107,320 (3,986) (110,333) 993,001 13,431,790 14 2037 02/01/38100%2,372,012 (60,272) - 2,311,740 100.721%2,328,408 1,164,204 (4,191) (116,001) 1,044,012 14,008,158 14.5 2038 08/01/38100%2,372,012 (60,272) - 2,311,740 100.721%2,328,408 1,164,204 (4,191) (116,001) 1,044,012 14,573,225 15 2038 02/01/39100%2,490,613 (60,272) - 2,430,341 100.721%2,447,864 1,223,932 (4,406) (121,953) 1,097,573 15,155,634 15.5 2039 08/01/39100%2,490,613 (60,272) - 2,430,341 100.721%2,447,864 1,223,932 (4,406) (121,953) 1,097,573 15,726,623 16 2039 02/01/40100%2,615,143 (60,272) - 2,554,872 100.721%2,573,292 1,286,646 (4,632) (128,201) 1,153,813 16,315,100 16.5 2040 08/01/40100%2,615,143 (60,272) - 2,554,872 100.721%2,573,292 1,286,646 (4,632) (128,201) 1,153,813 16,892,038 17 2040 02/01/41100%2,745,900 (60,272) - 2,685,629 100.721%2,704,992 1,352,496 (4,869) (134,763) 1,212,864 17,486,613 17.5 2041 08/01/41100%2,745,900 (60,272) - 2,685,629 100.721%2,704,992 1,352,496 (4,869) (134,763) 1,212,864 18,069,528 18 2041 02/01/42100%2,883,195 (60,272) - 2,822,924 100.721%2,843,277 1,421,639 (5,118) (141,652) 1,274,869 18,670,230 18.5 2042 08/01/42100%2,883,195 (60,272) - 2,822,924 100.721%2,843,277 1,421,639 (5,118) (141,652) 1,274,869 19,259,153 19 2042 02/01/43100%3,027,355 (60,272) - 2,967,084 100.721%2,988,476 1,494,238 (5,379) (148,886) 1,339,973 19,866,014 19.5 2043 08/01/43100%3,027,355 (60,272) - 2,967,084 100.721%2,988,476 1,494,238 (5,379) (148,886) 1,339,973 20,460,976 20 2043 02/01/44100%3,178,723 (60,272) - 3,118,451 100.721%3,140,935 1,570,468 (5,654) (156,481) 1,408,333 21,074,029 20.5 2044 08/01/44100%3,178,723 (60,272) - 3,118,451 100.721%3,140,935 1,570,468 (5,654) (156,481) 1,408,333 21,675,061 21 2044 02/01/45100%3,337,659 (60,272) - 3,277,387 100.721%3,301,017 1,650,509 (5,942) (164,457) 1,480,110 22,294,341 21.5 2045 08/01/45100%3,337,659 (60,272) - 3,277,387 100.721%3,301,017 1,650,509 (5,942) (164,457) 1,480,110 22,901,477 22 2045 02/01/46100%3,504,542 (60,272) - 3,444,270 100.721%3,469,104 1,734,552 (6,244) (172,831) 1,555,477 23,527,018 22.5 2046 08/01/46100%3,504,542 (60,272) - 3,444,270 100.721%3,469,104 1,734,552 (6,244) (172,831) 1,555,477 24,140,293 23 2046 02/01/47 100%3,679,769 (60,272) - 3,619,498 100.721%3,645,594 1,822,797 (6,562) (181,623) 1,634,611 24,772,132 23.5 2047 08/01/47 100%3,679,769 (60,272) - 3,619,498 100.721%3,645,594 1,822,797 (6,562) (181,623) 1,634,611 25,391,582 24 2047 02/01/48100%3,863,757 (60,272) - 3,803,486 100.721%3,830,909 1,915,455 (6,896) (190,856) 1,717,703 26,029,756 24.5 2048 08/01/48100%3,863,757 (60,272) - 3,803,486 100.721%3,830,909 1,915,455 (6,896) (190,856) 1,717,703 26,655,418 25 2048 02/01/49100%4,056,945 (60,272) - 3,996,674 100.721%4,025,490 2,012,745 (7,246) (200,550) 1,804,949 27,299,967 25.5 2049 08/01/49100%4,056,945 (60,272) - 3,996,674 100.721%4,025,490 2,012,745 (7,246) (200,550) 1,804,949 27,931,878 26 2049 02/01/50 Total 58,538,601 (210,739) (5,832,786) 52,495,076 Present Value From 08/01/2023 Present Value Rate 4.00%31,147,551 (112,131) (3,103,542) 27,931,878 Prepared by Ehlers & Associates, Inc. - Estimates Only N:\Minnsota\Eden Prairie\Housing - Economic - Redevelopment\TIF\TIF Districts\TIF 26 (GTS Housing)\Cash flows\TIF Plan Run 1-14-22 FINAL 4/28/22 TAX INCREMENT DEVELOPMENT AGREEMENT BY AND BETWEEN HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA AND EP GTS HOUSING PHASE I LLC This document drafted by: GREGERSON, ROSOW, JOHNSON & NILAN, LTD. 100 Washington Ave. S. Suite 1550 Minneapolis, MN 55401 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ................................................................................... 2 Section 1.1 Definitions........................................................................................ 2 ARTICLE II REPRESENTATIONS AND WARRANTIES ................................ 5 Section 2.1 Representations and Warranties of the HRA ....................................... 5 Section 2.2 Representations and Warranties of the Developer ............................... 5 ARTICLE III UNDERTAKINGS BY DEVELOPER AND HRA ............................. 7 Section 3.1 Project, Site Improvements and Development Property ...................... 7 Section 3.2 Limitations on Undertaking of the HRA ............................................. 7 Section 3.3 Reimbursement: TIF Note ................................................................... 7 Section 3.4 Compliance with Low and Moderate Income Requirements .............. 9 Section 3.5 Assessment Agreement ...................................................................... 12 ARTICLE IV EVENTS OF DEFAULT ...................................................................... 12 Section 4.1 Events of Default Defined ................................................................. 12 Section 4.2 Remedies on Default .......................................................................... 13 Section 4.3 No Remedy Exclusive........................................................................ 15 Section 4.4 No Implied Waiver ............................................................................ 15 Section 4.5 Agreement to Pay Attorney's Fees and Expenses .............................. 15 Section 4.6 Indemnification of HRA .................................................................... 15 ARTICLE V HRA DEFAULT AND DEVELOPER'S REMEDIES ................. 16 Section 5.1 The Developer's Option to Terminate ................................................ 16 Section 5.2 Action to Terminate ........................................................................... 16 Section 5.3 Effect of Termination ......................................................................... 16 Section 5.4 HRA Covenant to Comply ................................................................. 16 ARTICLE VI ADDITIONAL PROVISIONS .......................................................... 17 Section 6.1 Restrictions on Use ............................................................................ 17 Section 6.2 Conflicts of Interest............................................................................ 17 Section 6.3 Titles of Articles and Sections ........................................................... 17 Section 6.4 Notices and Demands ........................................................................ 17 Section 6.5 Counterparts ...................................................................................... 18 Section 6.6 Law Governing ................................................................................. 18 Section 6.7 Provisions Surviving Rescission or Expiration.................................. 18 Section 6.8 Assignability of Agreement .............................................................. 19 Section 6.9 Certification by HRA Upon Transfer of the Project .......................... 19 Section 6.10 Financing of the Project ..................................................................... 19 Section 6.11 Agreement Binding and Transfer of Project ...................................... 19 ii 3 TAX INCREMENT DEVELOPMENT AGREEMENT THIS AGREEMENT, made as of the _____ day of _________________, 2022, by and between the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the “HRA”), a political subdivision of the State of Minnesota with its principal offices at 8080 Mitchell Road, Eden Prairie, MN 55344-2230 and EP GTS Housing Phase I LLC, a Delaware limited liability company, with its principal place of business at 607 Washington Avenue North, Suite 100, Minneapolis, MN 55401 (the “Developer”). WITNESSETH: WHEREAS, pursuant to Minnesota Statutes, Section 469.174 to 469.179, the HRA has heretofore established Redevelopment Project No. 5 (the “Project Area”) and has adopted a redevelopment plan therefor (the “Redevelopment Plan”); WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through 469.1794, as amended (hereinafter, the “Tax Increment Act”), the HRA has established, within the Project Area, Tax Increment Financing District No. 26, GTS Housing (the “Tax Increment District”) and has adopted a tax increment financing plan therefor (the “Tax Increment Financing Plan”) which provides for the use of tax increment financing in connection with certain development within the Project Area; and WHEREAS, capitalized terms used in these recitals or elsewhere in this Agreement and not otherwise defined are given the meanings assigned to them in Article I of this Agreement; WHEREAS, in order to achieve the objectives of the Redevelopment Plan and particularly to make the land in the Project Area available for development by private enterprise in conformance with the Redevelopment Plan, the HRA has determined to assist the Developer with the financing of certain costs of the Project to be constructed within the Tax Increment District as more particularly set forth in this Agreement; WHEREAS, the HRA believes that the development and construction of the Project, and fulfillment of this Agreement are vital and are in the best interests of the HRA, the health, safety, morals, and welfare of residents of the City, and in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section 116J.993 through 116J.995, do not apply to this Agreement pursuant to an exemption for housing. NOW, THEREFORE, in consideration of the foregoing recitals, which are agreed by the parties to be an integral part of this Agreement, and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 4 ARTICLE I DEFINITIONS Section 1.1 Definitions. All capitalized terms used and not otherwise defined herein will have the following meanings unless a different meaning clearly appears from the context: Affordable Unit Compliance Certificate means the Affordable Unit Compliance Certificate in substantially the forms attached hereto as Exhibits E-1 and E-2; Affordable Units means the 87 units described in Section 3.4(1)(A). Agreement means this Agreement, as the same may be from time to time modified, amended or supplemented; AMI Extended Termination Date means the date the Tax Increment District duration terminates, which will be December 31, 2049 unless earlier terminated by the HRA; Area Median Income or AMI means the median household income as most recently determined by the United States Department of Housing and Urban Development for the Minneapolis-St. Paul-Bloomington, Minnesota - Wisconsin Metropolitan Statistical Area, as adjusted for household size and number of bedrooms. Available Tax Increments means 90% of the Tax Increments; Business Day means any day except a Saturday, Sunday or a legal holiday or a day on which banking institutions in the City are authorized by law or executive order to close; City means the City of Eden Prairie, Minnesota; County means Hennepin County, Minnesota; Developer means EP GTS Housing Phase I LLC, a Delaware limited liability company, its successors and assigns; Development Property means Development Property Phase I and Development Property Phase II individually or collectively; Development Property Phase I means the real property described in Exhibit A-1 attached to this Agreement, and, once the Project Phase I is complete, the improvements thereon; Development Property Phase II means the real property described in Exhibit A-2 attached to this Agreement, and, once the Project Phase II is complete, the improvements thereon; Event of Default means any of the events described in Section 4.1 hereof; HRA means the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota; 5 Inclusionary Units means the minimum of 21 units required by Eden Prairie City Code § 13.03 and as described in Section 3.4(1)(B); Inclusionary Unit Compliance Certificate means the Inclusionary Unit Compliance Certificate in substantially the forms attached hereto as Exhibits G-1 and G-2; Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank National Association in St. Paul, Minnesota, as its “prime rate” or “reference rate” or any successor rate, which rate will change as and when that rate or successor rate changes; Project or Projects means Project Phase I and Project Phase II individually or collectively. Project Phase I means the construction of a 4- and 5-story, 237-unit multifamily rental housing building by the Developer on the Development Property commonly referred to as GTS Housing North Phase I; Project Phase II means the construction of a 6-story, 188-unit multifamily rental housing building by the Developer on the Development Property commonly referred to as GTS Housing South Phase II; Project Area means the real property included in Redevelopment Project No. 5 heretofore established; Redevelopment Plan means the development program approved in connection with the Project Area; Reimbursement Amount means either the Reimbursement Amount Phase I or Reimbursement Amount Phase II; Reimbursement Amount Phase I has the meaning given such term in Section 3.1 of this Agreement; Reimbursement Amount Phase II has the meaning given such term in Section 3.1 of this Agreement; Site Improvements means either the Site Improvements Phase I or Site Improvements Phase II; Site Improvements Phase I means the site improvements more particularly described on Exhibit C to the extent undertaken or to be undertaken on the Development Property Phase I; Site Improvements Phase II means the types of site improvements more particularly described on Exhibit C o the extent undertaken or to be undertaken on the Development Property Phase II; State means the State of Minnesota; 6 Tax Increments means the tax increments derived from the Development Property that have been received by the HRA in accordance with the provisions of Minnesota Statutes, Section 469.177; Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.1794, as amended; Tax Increment District means Tax Increment Financing District No. 26, GTS Housing located within the Project Area, a description of which is set forth in the Tax Increment Financing Plan, which qualifies as a housing district under the Tax Increment Act; Tax Increment Financing Plan means the tax increment financing plan approved for the Tax Increment Financing District No. 26 by the HRA on ____________, 2022, and any future amendments thereto; TIF Note means TIF Note for Project Phase I and the TIF Note for Project Phase II; TIF Note Phase I means the Tax Increment Revenue Note for Project Phase I to be executed by the HRA and delivered to the Developer pursuant to Article III of this Agreement, the form of which is attached as Exhibit B-1; TIF Note Phase II means the Tax Increment Revenue Note for Project Phase II to be executed by the HRA and delivered to the Developer pursuant to Article III of this Agreement, the form of which is attached as Exhibit B-2; TIF Note Phase I Payment Date means August 1, 2024, and each February 1 and August 1 of each year thereafter to and including the earlier date on which Developer has received a total principal amount of $7,900,000 or February 1, 2042; provided, that if any such TIF Note Phase I Payment Date should not be a Business Day, the TIF Note Phase I Payment Date will be the next succeeding Business Day; TIF Note Phase II Payment Date means August 1, 2025, and each February 1 and August 1 of each year thereafter to and including the earlier date on which Developer has received a total principal amount of $5,000,000 or February 1, 2039; provided, that if any such TIF Note Phase II Payment Date should not be a Business Day, the TIF Note Phase II Payment Date will be the next succeeding Business Day; and, provided further and notwithstanding anything to the contrary contained in this Agreement, if, due to market conditions or other unforeseen events, the Developer’s commencement of construction of the Project Phase II is delayed beyond the currently anticipated commencement date of February 2023, upon Developer’s request the Executive Director of the HRA may consent to an equitable adjustment in the TIF Note Phase II Payment Date and corresponding changes to the other dates in this Agreement affecting Phase II, which consent will not be unreasonably withheld, conditioned or delayed, and in such case the Executive Director is authorized to execute amendments to this Agreement, the TIF Note Phase II, and any other instruments necessary to reflect the adjustment. TIF Revenue is the amount of the Tax Increments received by Developer in any given year from the TIF Note Phase I and TIF Note Phase II; and 7 Unavoidable Delays means delays outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, unavailability of labor or materials due to epidemics or infectious diseases, acts of God, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local governmental unit (other than the HRA) which directly result in delays. ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of the HRA. The HRA makes the following representations and warranties: (1) The HRA is political subdivision of the State of Minnesota and has the power to enter into this Agreement and carry out its obligations hereunder. (2) The Tax Increment District is a “housing district” within the meaning of Minnesota Statutes, Section 469.174, Subdivision 11, includes the Development Property Phase I and Development Property Phase II and no other land, and was created, adopted, and approved in accordance with the terms of the Tax Increment Act. (3) The development contemplated by this Agreement is in conformance with the development objectives set forth in the Redevelopment Plan. (4) (a) To finance certain costs within the Tax Increment District for Project Phase I, the HRA proposes, subject to the further provisions of this Agreement and the TIF Note Phase I, to apply Tax Increments from Development Property Phase I to reimburse the Developer for acquisition of the Development Property Phase I and a portion of the costs of the construction of the Site Improvements Phase I incurred in connection with the Project Phase I as further provided in this Agreement. (b) To finance certain costs within the Tax Increment District for Project Phase II, the HRA proposes, subject to the further provisions of this Agreement and the TIF Note Phase II, to apply Tax Increments from Development Property Phase II to reimburse the Developer for acquisition of the Development Property Phase II and a portion of the costs of the construction of the Site Improvements Phase II incurred in connection with the Project Phase II as further provided in this Agreement. (5) The HRA makes no representation or warranty, either expressed or implied, as to the Development Property or its condition or the soil conditions thereon, or that the Development Property is suitable for the Developer’s purposes or needs. Section 2.2 Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Delaware limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder, and doing so will 8 not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer is the fee owner of the Development Property. (3) The Developer will cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, and all local, state, and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (4) (a) The construction of the Project Phase I would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (b) The construction of the Project Phase II would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (5) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the applicable Project, Project Phase I or Project Phase II, may be lawfully constructed. (6) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (7) The Developer will use its best efforts in cooperating fully with the HRA with respect to any third-party litigation commenced with respect to the Project. (8) The Developer will cooperate fully with the HRA in resolution of any on-site traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (9) (a) The Development Property Phase I will be acquired by Developer on or before December 15, 2022, and pending such acquisition, construction of the Project will be substantially completed prior to December 31, 2024, subject to Unavoidable Delays. (b) The Development Property Phase II will be acquired by Developer on or before December 15, 2023, and pending such acquisition, construction of the Project will be substantially completed prior to January 1, 2025, subject to Unavoidable Delays. (10) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it will place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to 9 reimburse the Developer for a portion of the costs of the acquisition of the Development Property and the construction of the Site Improvements as provided in Article III. (11) The Developer will not seek a reduction in the market value (as determined by the City Assessor) of the Development Project I or other facilities, if any, that it constructs on the Development Property I, pursuant to the provisions of this Agreement, for the duration of the TIF District. (b) The Developer will not seek a reduction in the market value (as determined by the City Assessor) of the Development Project II or other facilities, if any, that it constructs on the Development Property II, pursuant to the provisions of this Agreement, for the duration of the TIF District. ARTICLE III UNDERTAKINGS BY DEVELOPER AND HRA Section 3.1 Project, Site Improvements and Development Property. The parties agree that the acquisition of the Development Property and the installation of the Site Improvements is essential to the successful completion of the Project. The costs of the Development Property and the Site Improvements will be paid by the Developer. The HRA will reimburse the Developer for the lesser of $7,900,000 or the costs actually incurred and paid by the Developer for the acquisition of the Development Property Phase I and the construction of the Site Improvements Phase I thereon (the “Reimbursement Amount Phase I”), as further provided in Section 3.3 hereof. The HRA will reimburse the Developer for the lesser of $5,000,000 or the costs actually incurred and paid by the Developer for the acquisition of the Development Property Phase II and the construction of Site Improvements Phase II thereon (the “Reimbursement Amount Phase II”), as further provided in Section 3.3 hereof. Section 3.2 Limitations on Undertaking of the HRA. Notwithstanding the provisions of Section 3.1 but subject to Section 4.2(8), the HRA will have no obligation to the Developer under this Agreement to reimburse the Developer for the costs identified in Section 3.1, if the HRA, at the time or times such payment is to be made, is entitled under Section 4.2 to exercise any of the remedies set forth therein as a result of an Event of Default which has not been cured. Section 3.3 Reimbursement: TIF Note. The HRA will reimburse the payments made by the Developer under Section 3.1 for costs of the acquisition of the Development Property and the construction of Site Improvements through the issuance of the HRA’s TIF Note Phase I and TIF Note Phase II in substantially the forms attached to this Agreement as Exhibits B-1 and B-2, respectively, subject to the following conditions: (1) Each TIF Note will be dated, issued and delivered when the Developer has demonstrated in writing to the reasonable satisfaction of the HRA that (i) the Developer has incurred and paid the costs of the acquisition of the applicable Development Property and of the construction of the Site Improvements for the applicable Phase in at least the amount of the applicable Reimbursement Amount, as described in and limited by Section 3.1; and (ii) the Developer has submitted to the HRA paid invoices for the costs of construction of the applicable phase Site Improvements (to the HRA and to an escrow agent providing construction loan disbursing services for the Project (if any) and a settlement statement or other evidence of payment 10 of the costs of the acquisition of the applicable Development Property, which are collectively in an amount not less than the applicable Reimbursement Amount for such TIF Note. (2) The initial amount of the each TIF Note will be the Reimbursement Amount. The unpaid principal of each TIF Note will bear simple non-compounding interest from the date of issuance of the TIF Note, at four and ½ percent (4.5%) per annum. Interest will be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. (3) The principal amount of TIF Note Phase I and the interest thereon will be payable solely from the Available Tax Increments related to Development Property Phase I as determined in the sole discretion of the HRA. The principal amount of TIF Note Phase II and the interest thereon will be payable solely from the Available Tax Increments related to Development Property Phase II as determined in the sole discretion of the HRA. (4) (a) On each TIF Note Phase I Payment Date and subject to the provisions of TIF Note Phase I, the HRA will pay, against the principal and interest outstanding on the TIF Note Phase I, any Available Tax Increments received by the HRA during the preceding six (6) months from Development Property Phase I. All such payments will be applied first to accrued interest and then to reduce the principal of TIF Note Phase I. (b) On each TIF Note Phase II Payment Date and subject to the provisions of TIF Note Phase II, the HRA will pay, against the principal and interest outstanding on the TIF Note Phase II, any Available Tax Increments received by the HRA during the preceding six (6) months from Development Property Phase II. All such payments will be applied first to accrued interest and then to reduce the principal of TIF Note Phase II. (5) TIF Note Phase I and TIF Note Phase II will be special and limited obligations of the HRA and not a general obligation of the HRA. Only Available Tax Increments from Development Property Phase I will be used to pay the principal and interest on TIF Note Phase I. Only Available Tax Increments from Development Property Phase II will be used to pay the principal and interest on TIF Note Phase II. If, on any TIF Note Payment Date, the Available Tax Increments for the payment of the accrued and unpaid interest on the TIF Note are insufficient for such purposes, the difference will be carried forward, without interest accruing thereon, and will be paid if and to the extent that on a future TIF Note Payment Date there are Available Tax Increments from a TIF Note’s applicable Development Property Phase in excess of the amounts needed to pay the accrued interest then due on the applicable TIF Note. (6) Subject to Section 4.2(8), the HRA’s obligation to make payments on the TIF Note on any TIF Note Payment Date or any date thereafter will be conditioned upon the requirements that: (A) there is not at that time an Event of Default that has occurred and is continuing under this Agreement beyond any applicable notice and cure period and (B) this Agreement has not been rescinded pursuant to Section 4.2. (7) TIF Note Phase I will be governed by and payable pursuant to the additional terms thereof as set forth in Exhibit B-1 and TIF Note Phase II will be governed by and payable pursuant to the additional terms thereof as set forth in Exhibit B-2. In the event of any conflict between the terms of a TIF Note and the terms of this Section 3.3, the terms of such TIF Note will govern. The issuance of the TIF Notes pursuant and subject to the terms of this Agreement, and the taking by 11 the HRA of such additional actions as the HRA’s attorney may require in connection therewith, are hereby authorized and approved by the HRA. Section 3.4 Compliance with Low and Moderate Income Requirements. (1) The HRA and the Developer understand and agree that the Tax Increment District will constitute a “housing district” under Section 469.174, Subd. 11 of the Tax Increment Act. Accordingly, in compliance with Section 469.1761, Subd. 3 of the Tax Increment Act, the Developer agrees that the Project must satisfy, or be treated as satisfying, the income requirements for a qualified residential rental project as defined in Section 142(d) of the Internal Revenue Code. The parties further agree that no more than 20% of the square footage of the Project may consist of commercial, retail, or other nonresidential uses. The Developer must meet the above requirements as follows: (A) Affordable Units. (1) Phase I: At least 49 of the residential units in the Project Phase I must be Affordable Units and must be occupied or available for occupancy by persons whose incomes do not exceed 50% of AMI. The Affordable Units must include a minimum of 11 studio units, 19 one-bedroom units, 15 two-bedroom units and 4 three-bedroom units. This Affordable Unit requirement must be satisfied through the AMI Extended Termination Date for all the Affordable Units. The obligation of Developer to provide the Affordable Units through the AMI Extended Termination Date as set forth in this Section 3.4(1)(A) will survive and remain in full force and effect beyond the Termination Date through the AMI Extended Termination Date. (2) Phase II: At least 38 of the residential units in the Project Phase II must be Affordable Units and must be occupied or available for occupancy by persons whose incomes do not exceed 50% of AMI. The Affordable Units must include a minimum of 8 studio units, 15 one-bedroom units, 11 two-bedroom units and 4 three-bedroom units. This Affordable Unit requirement must be satisfied through the AMI Extended Termination Date for all the Affordable Units. The obligation of Developer to provide the Affordable Units through the AMI Extended Termination Date as set forth in this Section 3.4(2)(A) will survive and remain in full force and effect beyond the Termination Date through the AMI Extended Termination Date. (B) Inclusionary Units. (1) Phase I: A minimum of 12 units in the Project Phase I must remain affordable in perpetuity as Inclusionary Units to households whose annual income is at 80% or less of AMI. The Inclusionary Units must include 3 studio units, 5 one-bedroom units, 3 two-bedroom units and 1 three-bedroom unit, and are subject, including rents and incomes, to review and approval by the City. The Inclusionary Units are further subject to the requirements of Eden Prairie City Code § 13.03. The obligation of Developer to provide Inclusionary Units as set forth in this 12 Agreement, including in this Section 3.4(1)(B), will survive and remain in full force and effect after expiration, cancellation, termination, or rescission of this Agreement pursuant to its terms or by either party. (2) Phase II: A minimum of 9 units in the Project Phase II must remain affordable in perpetuity as Inclusionary Units to households whose annual income is at 80% or less of AMI. The Inclusionary Units must include 2 studio units, 3 one-bedroom units, 3 two-bedroom units and 1 three-bedroom unit, and are subject, including rents and incomes, to review and approval by the City. The Inclusionary Units are further subject to the requirements of Eden Prairie City Code § 13.03. The obligation of Developer to provide Inclusionary Units as set forth in this Agreement, including in this Section 3.4(1)(B), will survive and remain in full force and effect after expiration, cancellation, termination, or rescission of this Agreement pursuant to its terms or by either party. (C) Rent Restrictions. Borrower must restrict rents and incomes in the Project for the Affordable Units and the Inclusionary Units to amounts not exceeding the Multifamily Rent and Income Limits set by the United States Department of Housing and Urban Development (“HUD”) and promulgated by the Minnesota Housing Finance Agency (“MHFA”) (or, if MHFA no longer promulgates such data, then by a similar resource that promulgates the HUD data), as adjusted for family size, as the same may be updated from time-to-time. Attached hereto as Exhibit D are the Multifamily Rent and Income Limits in effect as of the date of this Agreement. The parties further agree that subject to the provisions of the Tax Increment Act and Section 142(d) of the Internal Revenue Code, the Developer is not obligated to extend any allowances to tenants for utilities or otherwise, and will be permitted to charge and collect from tenants gross maximum rents. (D) Income Increase. Developer shall comply with the requirements of 26 U.S.C. Section 142(d)(3) and the regulations promulgated thereunder, as the same may be amended from time to time, with respect to income increase of a tenant during the term of the tenancy. (2) The obligations of Section 3.4(1) (A), (B), and (C) will not terminate but will remain in full force and effect in the event of an Event of Default under Section 4.1. (3) Reporting Requirements - Affordable Units. (A) Compliance Certificate. On or before each January 1 and July 1 during the period that either TIF Note is outstanding, commencing on July 1, 2024 for TIF Note Phase I and on July 1, 2025 for TIF Note Phase II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA an Affordable Unit Compliance Certificate in substantially the form shown on Exhibit E-1 attached hereto with respect to Development Property Phase I and the form shown on Exhibit E-2 attached hereto with respect to Development Property Phase II, executed by the Developer covering the preceding six (6) months together with written evidence satisfactory to the HRA of compliance with the covenants in Section 3.4(1)(A) and (C). This evidence must 13 include a statement of the household income of each qualifying renter, a written determination that each qualifying renter’s household income fell within the qualifying limits of this Section (and Section 142(d) of the Internal Revenue Code), and a certification that the income documentation is correct and accurate (and that the determination of qualification was made in compliance with Section 142(d) of the Internal Revenue Code). The HRA may review, upon request, all documentation supporting the Developer’s submissions and statements. In determining compliance with this Section, the Developer must use the AMI for the year in which the payment is due on the TIF Note. (B) Rent Roll. On or before each January 1 during the period that the either TIF Note is outstanding, commencing on January 1, 2025 for TIF Note Phase I and on January 1, 2025 for TIF Note Phase II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA a Rent Roll Certificate for each Development Property for the Affordable Units as described in Section 3.4(1)(A) (“Affordable Unit Rent Roll”), in substantially the form shown on Exhibit F attached hereto, executed by the Developer covering the preceding twelve (12) months. (4) Reporting Requirements - Inclusionary Units. (A) Compliance Certificate. On or before each January 1 of each year, commencing on July 1, 2025 for Development Property Phase I and on July 1, 2025 for Development Property II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA an Inclusionary Unit Compliance Certificate for the Development Property in substantially the form shown on Exhibit G-1 attached hereto with respect to Development Property Phase I and the form shown on Exhibit G-2 attached hereto with respect to Development Property Phase II, executed by the Developer covering the preceding twelve (12) months together with written evidence satisfactory to the HRA of compliance with the covenants in Section 3.4(1)(B) and (C). This evidence must include a statement of the household income of each qualifying renter, a written determination that each qualifying renter’s household income fell within the qualifying limits of this Section (and Section 142(d) of the Internal Revenue Code), and a certification that the income documentation is correct and accurate (and that the determination of qualification was made in compliance with Section 142(d) of the Internal Revenue Code). The HRA may review, upon request, all documentation supporting the Developer’s submissions and statements. In determining compliance with this Section, the Developer must use the AMI for the year in which the payment is due on the TIF Note. (B) Rent Roll. On or before each January 1 commencing on January 1, 2025, for Development Property Phase I and on January 1, 2025 for Development Property Phase II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA an Inclusionary Unit Rent Roll Certificate for the Inclusionary Units as described in Section 3.4(1)(B) (“Inclusionary Unit Rent Roll”), in substantially the form shown on Exhibit H attached hereto, executed by the Developer covering the preceding twelve (12) months together with a written certificate reasonably satisfactory to the HRA that Developer is in compliance with the covenants in Section 3.4(1)(B) and (C). The 14 Inclusionary Unit Rent Roll must set forth (i) the rent for each Inclusionary Unit and (ii) for each Inclusionary Unit, the rent for a comparable market rate unit. The HRA will review the Inclusionary Unit Rent Roll and will approve any proposed Inclusionary Unit Rent Roll, provided such rents are not in excess of the rent limits in Section 3.4(1)(C). Any Inclusionary Unit Rent Roll submitted by the Developer will be considered approved unless disapproved by the HRA within sixty (60) days after submission. The HRA must provide written reasons if any Inclusionary Unit Rent Roll is disapproved. The Developer will have sixty (60) days following receipt of any notice of disapproval to cure any objections the HRA has made in its notice of disapproval and to submit a revised Inclusionary Unit Rent Roll to the HRA for review and approval as provided in this Section. The Developer’s failure to obtain the HRA’s approval of a revised Inclusionary Unit Rent Roll during such sixty (60) day cure period will constitute a default by Developer. (5) On or before each January 1 and July 1 during the period that a TIF Note is outstanding for the applicable Development Property, commencing on July 1, 2025 for TIF Note Phase I and on July 1, 2025 for TIF Note Phase II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA an Income Certification from each tenant leasing an Affordable Unit or an Inclusionary Unit, such certification to be in substantially the form shown on Exhibit I attached hereto, executed by the tenant covering the preceding six (6) months for an Affordable Unit and the preceding twelve (12) months for an Inclusionary Unit. Section 3.5 Assessment Agreement. (a) The Assessment Agreement, in form attached hereto as Exhibit J-1, must be executed by the Developer and the HRA as of the date of execution of this Agreement, and the Developer must cause such Assessment Agreement and an executed Assessor’s Certificate, in the form attached thereto, to be recorded against the Development Property Phase I immediately after recording this Agreement. (b) The Assessment Agreement, in form attached hereto as Exhibit J-2, must be executed by the Developer and the HRA as of the date of execution of this Agreement, and the Developer must cause such Assessment Agreement and an executed Assessor’s Certificate, in the form attached thereto, to be recorded against the Development Property Phase II immediately after recording this Agreement and the Assessment Agreement for the Development Property Phase I. ARTICLE IV EVENTS OF DEFAULT Section 4.1 Events of Default Defined. The following are “Events of Default” under this Agreement and the term “Event of Default” will mean, whenever it is used in this Agreement, any one or more of the following events: (1) Failure by the Developer to timely pay any ad valorem real property taxes assessed and special assessments or other City or HRA charges with respect to the Development Property. 15 (2) Failure by the Developer to cause the construction of the Projects to be completed pursuant to the terms, conditions, and limitations of this Agreement. (3) Failure of the Developer to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement including failure to provide the Affordable Units or Inclusionary Units. (4) The holder of any mortgage on the Development Property or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable mortgage documents. (5) If the Developer: (A) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or (B) makes an assignment for the benefit of its creditors; or (C) admits in writing its inability to pay its debts generally as they become due; or (D) is adjudicated as bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer as bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law is filed in any court and such petition or answer is not discharged or denied within sixty (60) days after the filing thereof; or a receiver, liquidator or trustee of the Developer, or of the Project, or part thereof, is appointed in any proceeding brought against the Developer, and is not discharged within sixty (60) days after such appointment, or if the Developer consents to or acquiesces in such appointment. Section 4.2 Remedies on Default. Whenever any Event of Default referred to in Section 4.1 occurs and is continuing, the HRA, as specified below, may take any one or more of the following actions after the giving of sixty (60) days’ written notice to the Developer, but only if the Event of Default has not been cured within said sixty (60) days provided however, the notice required for the action (3) below will be five (5) business days’ written notice to the Developer. (1) Subject to providing notice as specified above and in addition to any other remedy, this Agreement may be terminated by the HRA in the event of a failure by Developer to provide the Affordable Units for either or both Developer Property Phase I and Development Property Phase II in accordance with the terms of this Agreement. Upon termination pursuant to this paragraph, the Developer must pay to the HRA the present value of an amount equal to the following (such amount, the “TIF Excess”): the amount of the Tax Increments actually received by Developer for Developer Property Phase I and Development Property Phase II to the date of the termination, less the amount of the Developer Rent Subsidy provided. For purposes of this paragraph, “Developer Rent Subsidy” means the amount by which the aggregate rent collected for the Affordable Units is less than would have been collected if such Affordable Units were rented at rates equal to the average rent of the same unit types (e.g. studio, one-bedroom, two-bedroom), 16 measured annually at the end of each calendar year. By way of example only, if a one-bedroom apartment that was an Affordable Unit was rented for an entire calendar year at a rate of $1,000 per month, and the average rent collected for all other one-bedroom units at the Project (other than those that are Affordable Units) for such calendar year was $1,100 per month, the Developer Rent Subsidy for that Affordable Unit for the applicable calendar year will be $1,200.00. Any payment required hereunder must be made promptly following receipt by Developer of a written demand by the HRA. For purposes of determining the present value of the TIF Excess, a rate of return of 4.1% per annum will be used, accruing from the end of the calendar year for which the TIF Excess is calculated. (2) The HRA may suspend its performance under this Agreement and TIF Note Phase I and TIF Note Phase II until it receives assurances from the Developer, deemed adequate by the HRA, that the Developer will cure its default and continue its performance under this Agreement. (3) Notwithstanding any other remedy provided for herein, upon a default in submitting the Affordable Unit Compliance Certificate required by Section 3.4(3)(A) that has not been cured within five (5) business days of notice specified above, the HRA may suspend its performance under this Agreement and TIF Note Phase I and TIF Note Phase II until the Compliance Certificate is filed and is in compliance with the requirements of Section 3.4(3)(A). (4) The HRA may cancel and rescind this Agreement and TIF Note Phase I and TIF Note Phase II. (5) The HRA may take any action, including legal or administrative action, in law or equity, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Notwithstanding an Event of Default, if the HRA does not cancel and rescind the Agreement and TIF Note Phase I, the obligations under Section 3.4 remain in full force and effect with respect to Development Property Phase I. Notwithstanding an Event of Default, if the HRA does not cancel and rescind the Agreement and TIF Note Phase II, the obligations under Section 3.4 remain in full force and effect with respect to Development Property Phase II. (6) The obligation of Developer to provide Inclusionary Units as set forth in this Agreement, including in Section 3.4(1)(B) will survive and remain in full force and effect after the exercise of any remedy including but not limited to termination, cancelation, or rescission of this Agreement by either party. (7) The obligation of Developer to provide Affordable Units through the AMI Extended Termination Date as set forth in this Agreement in Sections 3.4(1) and (2)(A) will survive and remain in full force and effect after the exercise of any remedy including but not limited to termination, cancelation, or rescission of this Agreement by either party. In the event that this Agreement is terminated for any reason, upon request by a party, the parties agree to record an instrument against the Development Property providing for the continuation of the Affordable Units through the AMI Extended Termination Date as set forth in this Agreement. (8) Notwithstanding anything to the contrary in this Agreement, from and after the date Developer makes an assignment with respect to the rights and obligations of the Developer with 17 respect to the Development Property Phase II and the Project Phase II, in accordance with Section 6.8, (i) a default or Event of Default by a Developer related to one Development Property and Project shall not constitute a default of Event of Default by a Developer for the other Development Property and Project, and (ii) the rights and obligations of a Developer with respect to the Developer Property Phase I, the Project Phase I, and the TIF Note Phase I shall be separate and several from the rights and obligations of a Developer with respect to the Development Project Phase II, the Project Phase II, and TIF Note Phase II. A default or Event of Default by a Developer shall not limit, impair or revoke the rights of the other Developer under this Agreement or the TIF Note issued or to be issued to such a non-defaulting Developer. Section 4.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and will be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 4.4 No Implied Waiver. In the event any agreement or covenant contained in this Agreement is breached by any party and thereafter waived by the other party, such waiver will be limited to the particular breach so waived and will not be deemed to waive any other concurrent, previous, or subsequent breach hereunder. Section 4.5 Agreement to Pay Attorney’s Fees and Expenses. Whenever any Event of Default occurs and the HRA employs attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Developer under this Agreement, the Developer agrees that it will, on demand therefor, pay to the HRA the reasonable fees of such attorneys and such other expenses so incurred by the HRA. Section 4.6 Indemnification of HRA. (1) The Developer releases from and covenants and agrees that the HRA and its governing body members, officers, agents, independent contractors, consultants, legal counsel, servants, and employees (hereinafter, for purposes of this Section, collectively the “Indemnified Parties”) will not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification will not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. (2) Except for any willful misrepresentation or any negligent, willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action, or other proceeding by any person or entity arising or purportedly arising from the actions or inactions of the Developer (or other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated by this 18 Agreement, or the acquisition, construction, installation, ownership, and operation of the Project. This indemnification will not apply to the warranties made or obligations undertaken by the HRA in this Agreement or to any actions undertaken by the HRA that are not contemplated by this Agreement but will, in any event and without regard to any fault on the part of the HRA, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the HRA at a rate equal to the Prime Rate) as a result of the Developer operating the Project so that the Tax Increment District does not qualify or ceases to qualify as a “housing district” under Section 469.174, Subdivision 11, of the Act or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4d. (3) All covenants, stipulations, promises, agreements, and obligations of the HRA contained herein will be deemed to be the covenants, stipulations, promises, agreements, and obligations of the HRA only and not of any governing body member, officer, agent, servant, or employee of the HRA. ARTICLE V HRA DEFAULT AND DEVELOPER’S REMEDIES Section 5.1 The Developer’s Option to Terminate. This Agreement may be terminated by the Developer if (i) the Developer is in compliance with all material terms of this Agreement and no Event of Default has occurred; and (ii) the HRA fails to comply with any material term of this Agreement, and, after written notice by the Developer of such failure, the HRA has failed to cure such noncompliance within ninety (90) days of receipt of such notice, or, if such noncompliance cannot reasonably be cured by the HRA within ninety (90) days of receipt of such notice, the HRA has not provided assurances, reasonably satisfactory to the Developer, that such noncompliance will be cured as soon as reasonably possible. Section 5.2 Action to Terminate. To terminate this Agreement pursuant to Section 5.1, Developer must provide written notice to the HRA within sixty (60) days after the date when such option to terminate may first be exercised. A failure by the Developer to terminate this Agreement within such period constitutes a waiver by the Developer of its rights to terminate this Agreement due to such occurrence or event. Section 5.3 Effect of Termination. Except as provided in Section 6.7 hereof, if this Agreement is terminated pursuant to this Article V, this Agreement will be null and void and of no further effect; provided, however, the termination of this Agreement will not affect the rights of either party to institute any action, claim, or demand for damages suffered as a result of breach or default of the terms of this Agreement by the other party, or to recover amounts which had accrued and become due and payable as of the date of such termination. Upon termination of this Agreement pursuant to this Article V, the Developer is free to proceed with the Project at its own expense and without regard to the provisions of this Agreement; provided, however, that the HRA will have no further obligations to the Developer with respect to reimbursement of the expenses set forth in Section 3.3. Section 5.4 HRA Covenant to Comply. The HRA covenants that it will comply with all payment obligations required of it under this Agreement and that it will take no action that will 19 directly or indirectly impair its ability to repay the TIF Note or otherwise frustrate the purposes of the Tax Increment Financing Plan. Developer may enforce this provision in an action seeking declaratory relief, specific performance, or injunctive relief but not an action for damages. ARTICLE VI ADDITIONAL PROVISIONS Section 6.1 Restrictions on Use. The Developer agrees for itself, its successors and assigns and every successor in interest to the Development Property, or any part thereof, that during the term of this Agreement the Developer and such successors and assigns will operate, or cause to be operated, the Project as a multifamily rental housing facility (subject to the limitations set forth elsewhere in this Agreement) and will devote the Development Property to, and in accordance with, the uses specified in this Agreement. Section 6.2 Conflicts of Interest. No member of the governing body or other official of the HRA may have any financial interest, direct or indirect, in this Agreement, the Development Property or the Project, or any contract, agreement, or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor may any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official, or employee of the HRA will be personally liable to the HRA in the event of any default or breach by the Developer or its successor of any obligations under the terms of this Agreement. Section 6.3 Titles of Articles and Sections. Any titles of the several parts, articles, and sections of the Agreement are inserted for convenience of reference only and must be disregarded in construing or interpreting any of its provisions. Section 6.4 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other will be sufficiently given or delivered if it is (i) dispatched by registered or certified mail, postage prepaid, return receipt requested, (ii) deposited for overnight delivery with a recognizable courier service, (iii) deposited for same-day delivery with a recognizable courier service, (iv) delivered by email delivery, or (v) delivered personally, in any event, addressed or delivered to the addresses set forth below, and in the case of the Developer is addressed to or delivered personally to: EP GTS Housing Phase I LLC Attention: Josh Brandsted c/o Greco Properties 607 Washington Avenue North, Suite 100 Minneapolis, MN 55401 and 20 Attention: Kristin Myhre and Shannon Van Gemert c/o Eagle Ridge Partners 275 Market Street, Suite 184, Minneapolis, MN 55405 with a copy to: Winthrop & Weinstine, P.A. Attention: John Stern Capella Tower 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 (4) in the case of the HRA is addressed to or delivered personally to the HRA at: Housing and Redevelopment Authority in and for The City of Eden Prairie Attention: Community Development Director Eden Prairie City Hall 8080 Mitchell Road Eden Prairie, MN 55344-4485 with a copy to: Gregerson, Rosow, Johnson & Nilan, LTD. Attention: Maggie Neuville 100 Washington Ave S, Suite 1550 Minneapolis, MN 55401 or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. Notices will be deemed given three (3) business days following deposit, in the case of method (i) above, one (1) business day following deposit, in the case of method (ii) above, and on the date of delivery, in the case of methods (iii) through (v) above. Section 6.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which will constitute one and the same instrument. Section 6.6 Law Governing. This Agreement will be governed and construed in accordance with the laws of the State of Minnesota. Section 6.7 Provisions Surviving Rescission or Expiration. Sections 3.4(1)(B), 4.5, and 4.6 will survive any rescission, termination, or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. Section 3.4(1)(A)(1) and (2) will survive any rescission, termination, or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof until the AMI Extended Termination Date. 21 Section 6.8 Assignability of Agreement. This Agreement may be assigned only with the consent of the Executive Director of the HRA, which consent may not be unreasonably withheld, delayed, or conditioned. The TIF Note may only be assigned pursuant to the terms of the TIF Note. The Executive Director shall grant or deny requests for consent to assignment of this Agreement and or the TIF Note in accordance with objective criteria approved by the Board of the HRA, and shall use good faith efforts to grant or deny requests within twenty business days (20) days after receipt of request and submission of all information requested by the Executive Director. The requirement of the consent of the Executive Director of the HRA under this Section shall not apply in the event of foreclosure, deed-in-lieu of foreclosure or other transfer of the Project or the Development Property as a result of a financing default, which events shall be governed by Section 6.10. Section 6.9 Certification by HRA Upon Transfer of the Project. In the event that the Developer or other transferor sells or transfers the Project or any portion to any person or assigns this Agreement, then, within 15 business days after request, the Executive Director or his/her designee shall acknowledge and certify whether or not there exists any defaults, events of default, or conditions which with the passage of time or giving of notice would constitute a default under this Agreement. Section 6.10 Financing of the Project. Notwithstanding anything in this Agreement to the contrary, Developer is authorized, without the approval of HRA, to obtain financing for the Project and to mortgage the Development Property to provide security for the financing. In the event of foreclosure, deed-in-lieu of foreclosure or other transfer of the Project or the Development Property as a result of a financing default, the acquiring party shall not need the approval of the HRA for the transfer of the Project or the Development Property or the assignment of this Agreement, and if the acquiring party is the lender, then no approval shall be needed from the HRA for the subsequent transfer of the Project or the Development Property or the assignment of this Agreement by the acquiring lender or its affiliates to a third party. If the HRA delivers any notice or demand to Developer of an Event of Default, the HRA will use its best efforts to also deliver a copy of such notice or demand to the lender having a mortgage encumbering the Development Property at the address of such lender provided in the recorded mortgage or any other address thereafter provided to the HRA in a written notice from Developer or the lender, provided that failure of the HRA to give any such notice shall not limit the HRA’s ability to exercise any of its remedies hereunder as long as lender retains the ability to cure as follows. Upon the occurrence of an Event of Default, a lender having a mortgage will have the right, at lender’s option, to cure or remedy such Event of Default for a period of one hundred twenty (120) days after written notice to lender of the Event of Default from the HRA, which time period shall be extended as long as lender is actively attempting to cure or remedy such Event of Default. Section 6.11 Agreement Binding and Transfer of Project or the Development Property. The terms and provision hereof shall be binding upon, and inure to the benefit of the heirs, representatives, successors and assigns of the parties hereto, including an acquiring party which acquires title to the Project or the Development Property through foreclosure, deed in-lieu of 22 foreclosure or other transfer of the Project or the Development Property as a result of a financing default, and shall be binding upon all future owners of all or any part of the Project or the Development Property and shall be deemed covenants running with the land. 23 IN WITNESS WHEREOF, the HRA has caused this Agreement to be duly executed in its name and on its behalf and the Developer has caused this Agreement to be duly executed in its name and on its behalf, on or as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA By Ronald A. Case, Chair By Rick Getschow, Executive Director This is a signature page to the Tax Increment Financing Development Agreement by and between the HRA of Eden Prairie and EP GTS Housing Phase I LLC STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of ____________, 2022, by Ronald A. Case, the Chair of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a political subdivision under the law of the State of Minnesota, on behalf of the Authority. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ______ day of _____________, 2022, by Rick Getschow, the Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a political subdivision under the law of the State of Minnesota, on behalf of the Authority. Notary Public 24 EP GTS Housing Phase I LLC, a Delaware limited liability company By: Print: Its: This is a signature page to the Tax Increment Financing Development Agreement by and between the HRA of Eden Prairie and EP GTS Housing Phase I LLC STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of _____________, 2022, by ____________________________, the ___________ of EP GTS Housing Phase I LLC a Delaware limited liability company, on behalf of the company. Notary Public EXHIBIT A-1 LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY PHASE I Lot 1, Golden Triangle TOD, according to the recorded plat thereof, Hennepin County, Minnesota EXHIBIT A-2 LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY PHASE II Lot 2, Golden Triangle TOD, according to the recorded plat thereof, Hennepin County, Minnesota EXHIBIT B-1 DEVELOPMENT PROPERTY PHASE I FORM OF TAX INCREMENT NOTE PHASE I No. R-1 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE TAX INCREMENT REVENUE NOTE OF 2024 TAX INCREMENT FINANCING DISTRICT # 26 WITHIN REDEVELOPMENT PROJECT AREA NO. 5 PRINCIPAL AMOUNT: $7,900,000.00 INTEREST RATE: 4.5% The Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the “HRA”) hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of EP GTS Housing Phase I LLC, a Delaware limited liability company or an affiliated entity (the “Owner”), or its permitted assigns (as such term is defined herein), solely from the source, to the extent and in the manner hereinafter provided, the principal amount of this Note, being Seven Million Nine Hundred Thousand and no/100 Dollars ($7,900,000.00) (the “Principal Amount”), commencing on August 1, 2024 and continuing on each August 1 and February 1 thereafter up to and including February 1, 2042 (the “Scheduled Payment Dates”). Simple interest at the rate of four and ½ percent (4.5%) per annum will accrue from the date of this Note on the Principal Amount and will be paid together with the Principal Amount on each February 1 and August 1. From and after August 1, 2024, all payments made by the HRA will be applied first to accrued interest and then to the Principal Amount of this TIF Note Phase I. This Tax Increment Revenue Note of 2024 (“TIF Note Phase I”) is issued pursuant, and subject, to the terms and provisions of that certain Tax Increment Development Agreement, dated as of ______ __, 2022, as the same may be amended from time to time (the “TIF Development Agreement”), by and between the HRA and Owner. Provided that the Owner has submitted evidence (pursuant to Section 3.3 of the TIF Development Agreement) to the HRA that costs of Owner’s Site Improvements Phase I for the Development Property Phase I (as defined in the TIF Development Agreement) have been incurred and paid by the Owner as provided in the TIF Development Agreement, the principal and interest amounts due under this TIF Note Phase I (the “TIF Note Phase I Payment Amounts”) will be payable on August 1, 2024, and on each February 1 and August 1 thereafter to and including the earlier of the date on which total principal payments equal $7,900,000.00 or February 1, 2042, or, if the first should not be a Business Day (as defined in the TIF Development Agreement) the next succeeding Business Day (the “Note Payment Dates”). On each Note Payment Date, the HRA will pay, by check or draft mailed to the person that was the Registered Owner of this TIF Note Phase I at the close of the last Business Day preceding such Note Payment Date, the Available Tax Increments (as defined in the TIF Development Agreement) related to the Development Property Phase I received by the HRA from the Tax Increment District (as hereinafter defined) since the preceding Note Payment Date or, in the case of the first Note Payment Date, prior to such first Note Payment Date, as provided in the TIF Development Agreement. All payments will be first applied to interest accrued on the TIF Note Phase I and then to the unpaid principal of the TIF Note Phase I. The HRA will not be required to make any payments on the Note subsequent to the date on which total principal payments equal $7,900,000.00 or February 1, 2042, whichever is earlier, and any balance of principal and interest remaining unpaid subsequent thereto will be deemed forgiven by the Owner. In no event will the total principal paid under this Note exceed the amount of $7,900,000.00. TIF Note Phase I will bear simple non-compounding interest from the date of issuance of the TIF Note Phase I, at four and ½ percent (4.5%) per annum. Interest will be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. The TIF Note Phase I Payment Amounts due hereon will be payable solely from the Available Tax Increments related to the Development Property Phase I. This TIF Note Phase I will terminate and be of no further force and effect following the last Note Payment Date, or any date upon which the HRA has cancelled and rescinded the TIF Development Agreement pursuant to Section 4.2 thereof, or on the date that all principal and interest has been paid in full, whichever occurs earliest. The HRA makes no representation or covenant, express or implied, that the Available Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. Subject to Section 4.2(8) of the TIF Development Agreement, the HRA’s payment obligations hereunder are further conditioned on the fact that no Event of Default under the TIF Development Agreement (and the passing of any applicable cure periods) has occurred and is continuing at the time payment is otherwise due hereunder, but such unpaid amounts will become payable if said Event of Default is thereafter cured; and, further, if pursuant to the occurrence of an Event of Default under the TIF Development Agreement the HRA elects to cancel and rescind the TIF Development Agreement, the HRA will have no further debt or obligation under this TIF Note Phase I whatsoever. Reference is hereby made to all of the provisions of the TIF Development Agreement, including without limitation Sections 3.3 and 4.2(8) thereof, for a fuller statement of the rights and obligations of the HRA to pay the principal of and interest on this TIF Note Phase I, and said provisions are hereby incorporated into this TIF Note Phase I as though set out in full herein; provided, if there is any conflict between the terms of the TIF Development Agreement and the terms of this TIF Note Phase I, the terms of this TIF Note Phase I will control. This TIF Note Phase I is a special, limited revenue obligation and not a general obligation of the HRA and is payable by the HRA only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the Housing and Redevelopment in and for the City of Eden Prairie, Minnesota, and neither the full faith and credit nor the taxing powers of the City of Eden Prairie are pledged to the payment of the principal of and interest on this TIF Note Phase I and no property or other asset of the HRA, save and except the above-referenced Available Tax Increments, is or will be a source of payment of the HRA’s obligations hereunder. This TIF Note Phase I is issued by the HRA in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1799. This TIF Note may be assigned only with the consent of the HRA, which consent may not be unreasonably withheld, delayed, or conditioned. Consent of the HRA shall mean the consent of the Executive Director of the HRA, which consent must not be unreasonably withheld or delayed. The Executive Director shall grant or deny requests for consent to assignment of the TIF Note in accordance with objective criteria approved by the Board of the HRA. In order to assign the TIF Note Phase I, the assignee must surrender the same to the HRA either in exchange for a new fully registered note or for transfer of this TIF Note Phase I on the registration records for the TIF Note Phase I maintained by the HRA. Each permitted assignee will take this TIF Note Phase I subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this TIF Note Phase I have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this TIF Note Phase I, together with all other indebtedness of the HRA outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the HRA to exceed any constitutional or statutory limitation thereon. IN WITNESS WHEREOF, the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, by its Board of Commissioners, has caused this TIF Note Phase I to be executed by the manual signatures of its Chair and Executive Director and has caused this Note to be issued on and dated as of ________________, 202__. Executive Director Chair DO NOT EXECUTE UNTIL THE CONSTRUCTION OR THE IMPROVEMENTS HAVE BEEN COMPLETED AND PAID INVOICES FOR LAND ACQUISITION AND SITE IMPROVEMENTS PHASE I ARE GIVEN TO THE HRA - REFER TO SECTION 3.3(1). CERTIFICATION OF REGISTRATION It is hereby certified that the foregoing Note, as originally issued on __________, 202__, was on said date registered in the name of EP GTS Housing Phase I LLC, a Delaware limited liability company, and that, at the request of the Registered Owner of this TIF Note Phase I, the undersigned has this day registered the TIF Note Phase I in the name of such Registered owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME AND ADDRESS OF REGISTERED OWNER DATE OF REGISTRATION SIGNATURE OF AUTHORIZED OFFICER EP GTS Housing Phase I LLC __________, 20__ _______________________ Exhibit B-2-1 EXHIBIT B-2 DEVELOPMENT PROPERTY PHASE II FORM OF TAX INCREMENT NOTE PHASE II No. R-1 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE TAX INCREMENT REVENUE NOTE OF 2025 TAX INCREMENT FINANCING DISTRICT # 26 WITHIN REDEVELOPMENT PROJECT AREA NO. 5 PRINCIPAL AMOUNT: $5,000,000.00 INTEREST RATE: 4.5% The Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the “HRA”) hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of ________________, a Delaware limited liability company or an affiliated entity (the “Owner”), or its permitted assigns (as such term is defined herein), solely from the source, to the extent and in the manner hereinafter provided, the principal amount of this Note, being Five Million and no/100 Dollars ($5,000,000.00) (the “Principal Amount”), commencing on August 1, 2025 and continuing on each August 1 and February 1 thereafter up to and including February 1, 2039 (the “Scheduled Payment Dates”). Simple interest at the rate of four and ½ percent (4.5%) per annum will accrue from the date of this Note on the Principal Amount and will be paid together with the Principal Amount on each February 1 and August 1. From and after August 1, 202[5], all payments made by the HRA will be applied first to accrued interest and then to the Principal Amount of this TIF Note Phase II. This Tax Increment Revenue Note of 2025 (“TIF Note Phase II”) is issued pursuant, and subject, to the terms and provisions of that certain Tax Increment Development Agreement, dated as of ______ __, 2022, as the same may be amended from time to time (the “TIF Development Agreement”), by and between the HRA and Owner. Provided that the Owner has submitted evidence (pursuant to Section 3.3 of the TIF Development Agreement) to the HRA that costs of Owner’s Site Improvements Phase II for the Development Property Phase II (as defined in the TIF Development Agreement) have been incurred and paid by the Owner as provided in the TIF Development Agreement, the principal and interest amounts due under this TIF Note Phase II (the “TIF Note Phase II Payment Amounts”) Exhibit B-2-2 will be payable on August 1, 2025, and on each February 1 and August 1 thereafter to and including the earlier of the date on which total principal payments equal $5,000,000.00 or February 1, 2039, or, if the first should not be a Business Day (as defined in the TIF Development Agreement) the next succeeding Business Day (the “Note Payment Dates”). On each Note Payment Date the HRA will pay, by check or draft mailed to the person that was the Registered Owner of this TIF Note Phase II at the close of the last Business Day preceding such Note Payment Date, the Available Tax Increments (as defined in the TIF Development Agreement) related to the Development Property Phase II received by the HRA from the Tax Increment District (as hereinafter defined) since the preceding Note Payment Date or, in the case of the first Note Payment Date, prior to such first Note Payment Date, as provided in the TIF Development Agreement. All payments will be first applied to interest accrued on the TIF Note Phase II and then to the unpaid principal of the TIF Note Phase II. The HRA will not be required to make any payments on the Note subsequent to the date on which total principal payments equal $5,000,000.00 or February 1, 2039, whichever is earlier, and any balance of principal and interest remaining unpaid subsequent thereto will be deemed forgiven by the Owner. In no event will the total principal paid under this Note exceed the amount of $5,000,000.00. TIF Note Phase II will bear simple non-compounding interest from the date of issuance of the TIF Note Phase II, at four and ½ percent (4.5%) per annum. Interest will be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. The TIF Note Phase II Payment Amounts due hereon will be payable solely from the Available Tax Increments related to the Development Property Phase II. This TIF Note Phase II will terminate and be of no further force and effect following the last Note Payment Date, or any date upon which the HRA has cancelled and rescinded the TIF Development Agreement pursuant to Section 4.2 thereof, or on the date that all principal and interest has been paid in full, whichever occurs earliest. The HRA makes no representation or covenant, express or implied, that the Available Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. Subject to Section 4.2(8) of the TIF Development Agreement, the HRA’s payment obligations hereunder are further conditioned on the fact that no Event of Default under the TIF Development Agreement (and the passing of any applicable cure periods) has occurred and is continuing at the time payment is otherwise due hereunder, but such unpaid amounts will become payable if said Event of Default is thereafter cured; and, further, if pursuant to the occurrence of an Event of Default under the TIF Development Agreement the HRA elects to cancel and rescind the TIF Development Agreement, the HRA will have no further debt or obligation under this TIF Note Phase II whatsoever. Reference is hereby made to all of the provisions of the TIF Development Agreement, including without limitation Sections 3.3 and 4.2(8) thereof, for a fuller statement of the rights and obligations of the HRA to pay the principal of and interest on this TIF Note Phase II, and said provisions are hereby incorporated into this TIF Note Phase II as though set out in full herein; provided, if there is any conflict between the terms of the TIF Development Agreement and the terms of this TIF Note Phase II, the terms of this TIF Note Phase II will control. This TIF Note Phase II is a special, limited revenue obligation and not a general obligation of the HRA and is payable by the HRA only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the Housing and Redevelopment in and for the City of Eden Prairie, Minnesota, and neither the full faith and credit nor the taxing powers of the City of Eden Prairie are pledged to the payment of the principal of Exhibit B-2-3 and interest on this TIF Note Phase II and no property or other asset of the HRA, save and except the above-referenced Available Tax Increments, is or will be a source of payment of the HRA’s obligations hereunder. This TIF Note Phase II is issued by the HRA in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1799. This TIF Note may be assigned only with the consent of the HRA, which consent may not be unreasonably withheld, delayed, or conditioned. Consent of the HRA shall mean the consent of the Executive Director of the HRA, which consent must not be unreasonably withheld or delayed. The Executive Director shall grant or deny requests for consent to assignment of the TIF Note in accordance with objective criteria approved by the Board of the HRA. In order to assign the TIF Note Phase II, the assignee must surrender the same to the HRA either in exchange for a new fully registered note or for transfer of this TIF Note Phase II on the registration records for the TIF Note Phase II maintained by the HRA. Each permitted assignee will take this TIF Note Phase II subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this TIF Note Phase II have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this TIF Note Phase II, together with all other indebtedness of the HRA outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the HRA to exceed any constitutional or statutory limitation thereon. IN WITNESS WHEREOF, the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, by its Board of Commissioners, has caused this TIF Note Phase II to be executed by the manual signatures of its Chair and Executive Director and has caused this Note to be issued on and dated as of ________________, 202__. Executive Director Chair DO NOT EXECUTE UNTIL THE CONSTRUCTION OR THE IMPROVEMENTS HAVE BEEN COMPLETED AND PAID INVOICES FOR LAND ACQUISITION AND SITE IMPROVEMENTS PHASE II ARE GIVEN TO THE HRA - REFER TO SECTION 3.3(1). CERTIFICATION OF REGISTRATION It is hereby certified that the foregoing Note, as originally issued on __________, 202__, was on said date registered in the name of ________________, a Delaware limited liability company, and that, at the request of the Registered Owner of this TIF Note Phase II, the undersigned has this day registered the TIF Note Phase II in the name of such Registered owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME AND ADDRESS OF REGISTERED OWNER DATE OF REGISTRATION SIGNATURE OF AUTHORIZED OFFICER ________________ __________, 20__ _______________________ Exhibit C-1 EXHIBIT C SITE IMPROVEMENTS DEVELOPMENT PROPERTIES PHASE I AND PHASE II Construction of Affordable Housing Landscaping, including irrigation Grading/earthwork Engineering Survey Environmental Testing Soil Borings Site Preparation Onsite and offsite Utilities Storm Water/Ponding Outdoor Lighting Onsite Road, Curb, Gutter, Driveway, Sidewalk and Streetscape Improvements Structured Parking Exhibit E-1-1 EXHIBIT D MULTIFAMILY RENT AND INCOME LIMITS Exhibit E-1-2 EXHIBIT E-1 AFFORDABLE UNIT COMPLIANCE CERTIFICATE DEVELOPMENT PROPERTY PHASE I The undersigned does hereby certify that as of the date of this Certificate not less than 20% of the residential units in the project located at ______________________, Eden Prairie, Minnesota (the “Project”) are occupied by individuals whose income is 50% or less of the Hennepin County median income or who are otherwise income-qualified under Section 142(d) of the Internal Revenue Code. The following Units are the Affordable Units as defined in the Tax Increment Development Agreement: 1. Unit No. _____ Unit Type* _____ 26. Unit No. _____ Unit Type* _____ 2. Unit No. _____ Unit Type* _____ 27. Unit No. _____ Unit Type* _____ 3. Unit No. _____ Unit Type* _____ 28. Unit No. _____ Unit Type* _____ 4. Unit No. _____ Unit Type* _____ 29. Unit No. _____ Unit Type* _____ 5. Unit No. _____ Unit Type* _____ 30. Unit No. _____ Unit Type* _____ 6. Unit No. _____ Unit Type* _____ 31. Unit No. _____ Unit Type* _____ 7. Unit No. _____ Unit Type* _____ 32. Unit No. _____ Unit Type* _____ 8. Unit No. _____ Unit Type* _____ 33. Unit No. _____ Unit Type* _____ 9. Unit No. _____ Unit Type* _____ 34. Unit No. _____ Unit Type* _____ 10. Unit No. _____ Unit Type* _____ 35. Unit No. _____ Unit Type* _____ 11. Unit No. _____ Unit Type* _____ 36. Unit No. _____ Unit Type* _____ 12. Unit No. _____ Unit Type* _____ 37. Unit No. _____ Unit Type* _____ 13. Unit No. _____ Unit Type* _____ 38. Unit No. _____ Unit Type* _____ 14. Unit No. _____ Unit Type* _____ 39. Unit No. _____ Unit Type* _____ 15. Unit No. _____ Unit Type* _____ 40. Unit No. _____ Unit Type* _____ 16. Unit No. _____ Unit Type* _____ 41. Unit No. _____ Unit Type* _____ 17 Unit No. _____ Unit Type* _____ 42. Unit No. _____ Unit Type* _____ 18 Unit No. _____ Unit Type* _____ 43. Unit No. _____ Unit Type* _____ 19. Unit No. _____ Unit Type* _____ 44. Unit No. _____ Unit Type* _____ 20. Unit No. _____ Unit Type* _____ 45. Unit No. _____ Unit Type* _____ 21. Unit No. _____ Unit Type* _____ 46. Unit No. _____ Unit Type* _____ 22. Unit No. _____ Unit Type* _____ 47. Unit No. _____ Unit Type* _____ 23. Unit No. _____ Unit Type* _____ 48. Unit No. _____ Unit Type* _____ 24. Unit No. _____ Unit Type* _____ 49. Unit No. _____ Unit Type* _____ Dated this ________day of ____________, 20_______. By: Its: *Indicate: S for Studio Unit; 1BR for 1 Bedroom Unit; 2BR for 2 Bedroom Unit, or 3BR for 3 Bedroom Unit Exhibit E-1-3 FOR EACH AFFORDABLE UNIT PROVIDE THE FOLLOWING INFORMATION: UNIT ____: 20__ [insert current year] INCOME CERTIFICATION Residents Legal Name(s): 1. __________________________________ 2. __________________________________ It is our determination that the above annual income levels by household size identified on this Exhibit E-1 fall within the qualifying limits of the respective Section 3.4(1)(A) and Section 142(d) of the Internal Revenue Code) (as applicable) of the Area Median Income for Hennepin County in 20___ as provided by the Minnesota Housing Finance Agency. Household incomes includes social security benefits. I declare that this certification is correct and complete to the best of my knowledge and belief and that the determination of qualification was made in compliance with Section 142(d) of the Internal Revenue Code. Dated this ________day of ____________, 20_______. By: Its: Exhibit E-2-1 EXHIBIT E--2 AFFORDABLE UNIT COMPLIANCE CERTIFICATE DEVELOPMENT PROPERTY PHASE II The undersigned does hereby certify that as of the date of this Certificate not less than 20% of the residential units in the project located at ______________________, Eden Prairie, Minnesota (the “Project”) are occupied by individuals whose income is 50% or less of the Hennepin County median income or who are otherwise income-qualified under Section 142(d) of the Internal Revenue Code. The following Units are the Affordable Units as defined in the Tax Increment Development Agreement: 1. Unit No. _____ Unit Type* _____ 26. Unit No. _____ Unit Type* _____ 2. Unit No. _____ Unit Type* _____ 27. Unit No. _____ Unit Type* _____ 3. Unit No. _____ Unit Type* _____ 28. Unit No. _____ Unit Type* _____ 4. Unit No. _____ Unit Type* _____ 29. Unit No. _____ Unit Type* _____ 5. Unit No. _____ Unit Type* _____ 30. Unit No. _____ Unit Type* _____ 6. Unit No. _____ Unit Type* _____ 31. Unit No. _____ Unit Type* _____ 7. Unit No. _____ Unit Type* _____ 32. Unit No. _____ Unit Type* _____ 8. Unit No. _____ Unit Type* _____ 33. Unit No. _____ Unit Type* _____ 9. Unit No. _____ Unit Type* _____ 34. Unit No. _____ Unit Type* _____ 10. Unit No. _____ Unit Type* _____ 35. Unit No. _____ Unit Type* _____ 11. Unit No. _____ Unit Type* _____ 36. Unit No. _____ Unit Type* _____ 12. Unit No. _____ Unit Type* _____ 37. Unit No. _____ Unit Type* _____ 13. Unit No. _____ Unit Type* _____ 38. Unit No. _____ Unit Type* _____ 14. Unit No. _____ Unit Type* _____ 15. Unit No. _____ Unit Type* _____ 16. Unit No. _____ Unit Type* _____ 17 Unit No. _____ Unit Type* _____ 18 Unit No. _____ Unit Type* _____ 19. Unit No. _____ Unit Type* _____ 20. Unit No. _____ Unit Type* _____ 21. Unit No. _____ Unit Type* _____ 22. Unit No. _____ Unit Type* _____ 23. Unit No. _____ Unit Type* _____ 24. Unit No. _____ Unit Type* _____ Dated this ________day of ____________, 20_______. By: Its: *Indicate: S for Studio Unit; 1BR for 1 Bedroom Unit; 2BR for 2 Bedroom Unit, or 3BR for 3 Bedroom Unit Exhibit F-1 FOR EACH AFFORDABLE UNIT PROVIDE THE FOLLOWING INFORMATION: UNIT ____: 20__ [insert current year] INCOME CERTIFICATION Residents Legal Name(s): 1. __________________________________ 2. __________________________________ It is our determination that the above annual income levels by household size identified on this Exhibit E-2 fall within the qualifying limits of the respective Section 3.4(1)(A) and Section 142(d) of the Internal Revenue Code) (as applicable) of the Area Median Income for Hennepin County in 20___ as provided by the Minnesota Housing Finance Agency. Household incomes includes social security benefits. I declare that this certification is correct and complete to the best of my knowledge and belief and that the determination of qualification was made in compliance with Section 142(d) of the Internal Revenue Code. Dated this ________day of ____________, 20_______. By: Its: Exhibit F-2 EXHIBIT F AFFORDABLE UNIT RENT ROLL CERTIFICATE DEVELOPMENT PROPERTY PHASE I AND PHASE II RENT ROLL Apartment Name Complex Address Rent Limits mm/dd/yyyy to mm/dd/yyyy Rent Limits: Units Studio 1 Bedroom 2 Bedroom 3 Bedroom Affordable @ 50% of Median $ $ $ Apartment Number Number of Bedrooms Style Household Size Market Rent Max Rent 50% of Median Application Date YYYY Initial Gross Annual Income YYYY Initial Income Limit Exhibit G-1-1 EXHIBIT G-1 DEVELOPMENT PROPERTY PHASE I INCLUSIONARY UNIT COMPLIANCE CERTIFICATE The undersigned does hereby certify that as of the date of this Certificate not less than twelve (12) of the residential units in the project located at _____________________, Eden Prairie, Minnesota (the “Project”) are occupied by individuals whose income is 80% or less of the Hennepin County area median income or who are otherwise income-qualified under Eden Prairie’s Inclusionary Housing Ordinance. The following Units are the Inclusionary Units as defined in the Tax Increment Development Agreement: 1. Unit No. _____ Unit Type* _____ 80% 2. Unit No. _____ Unit Type* _____ 80% 3. Unit No. _____ Unit Type* _____ 80% 4. Unit No. _____ Unit Type* _____ 80% 5. Unit No. _____ Unit Type* _____ 80% 6. Unit No. _____ Unit Type* _____ 80% 7. Unit No. _____ Unit Type* _____ 80% 8. Unit No. _____ Unit Type* _____ 80% 9. Unit No. _____ Unit Type* _____ 80% 10. Unit No. _____ Unit Type* _____ 80% 11. Unit No. _____ Unit Type* _____ 80% 12. Unit No. _____ Unit Type* _____ 80% Dated this ________day of ____________, 20_______. By: Its: *Indicate: S for Studio Unit; 1BR for 1 Bedroom Unit; 2BR for 2 Bedroom Unit or 3BR for 3 Bedroom Unit. Exhibit G-1-2 FOR EACH INCLUSIONARY UNIT PROVIDE THE FOLLOWING INFORMATION: UNIT ____: 20__ [insert current year] INCOME CERTIFICATION Residents Legal Name(s): 1. __________________________________ 2. __________________________________ It is our determination that the above annual income levels by household size identified on this Exhibit G-2 fall within the qualifying limits of Section 3.4(1)(B) and Eden Prairie’s Inclusionary Housing Ordinance with respect to the Area Median Income for Hennepin County in 20___ as provided by the Minnesota Housing Finance Agency. Household incomes includes social security benefits. I declare that this certification is correct and complete to the best of my knowledge and belief. Dated this ________day of ____________, 20_______. By: Its: Exhibit G-2-1 EXHIBIT G-2 DEVELOPMENT PROPERTY PHASE II INCLUSIONARY UNIT COMPLIANCE CERTIFICATE The undersigned does hereby certify that as of the date of this Certificate not less than twelve (12) of the residential units in the project located at _____________________, Eden Prairie, Minnesota (the “Project”) are occupied by individuals whose income is 80% or less of the Hennepin County area median income or who are otherwise income-qualified under Eden Prairie’s Inclusionary Housing Ordinance. The following Units are the Inclusionary Units as defined in the Tax Increment Development Agreement: 1. Unit No. _____ Unit Type* _____ 80% 2. Unit No. _____ Unit Type* _____ 80% 3. Unit No. _____ Unit Type* _____ 80% 4. Unit No. _____ Unit Type* _____ 80% 5. Unit No. _____ Unit Type* _____ 80% 6. Unit No. _____ Unit Type* _____ 80% 7. Unit No. _____ Unit Type* _____ 80% 8. Unit No. _____ Unit Type* _____ 80% 9. Unit No. _____ Unit Type* _____ 80% Dated this ________day of ____________, 20_______. By: Its: *Indicate: S for Studio Unit; 1BR for 1 Bedroom Unit; 2BR for 2 Bedroom Unit or 3BR for 3 Bedroom Unit. Exhibit H-1 FOR EACH INCLUSIONARY UNIT PROVIDE THE FOLLOWING INFORMATION: UNIT ____: 20__ [insert current year] INCOME CERTIFICATION Residents Legal Name(s): 1. __________________________________ 2. __________________________________ It is our determination that the above annual income levels by household size identified on this Exhibit G-2 fall within the qualifying limits of Section 3.4(1)(B) or Eden Prairie City Code § 13.03, subd. 4 with respect to the Area Median Income for Hennepin County in 20___ as provided by the Minnesota Housing Finance Agency. Household incomes includes social security benefits. I declare that this certification is correct and complete to the best of my knowledge and belief. Dated this ________day of ____________, 20_______. By: Its: Exhibit H-2 EXHIBIT H DEVELOPMENT PROPERTY PHASE I AND PHASE II INCLUSIONARY UNIT RENT ROLL CERTIFICATE Rent Limits: Units Studio 1 Bedroom 2 Bedroom 3 Bedroom Affordable @ 80% of Median $ $ Apartment Number Number of Bedrooms Style Household Size Market Rent Application Date YYYY Initial Gross Annual Income YYYY Initial Income Limit Exhibit I-1 EXHIBIT I DEVELOPMENT PROPERTY PHASE I AND PHASE II INCOME CERTIFICATION CONFIDENTIAL CITY OF EDEN PRAIRIE TIF DISTRICT: TIF 26 DATE OF TIF AGREEMENT: _________________________ PROPERTY NAME: ________________ ADDRESS: _______________________, Eden Prairie, Minnesota UNIT #__________ The below annual income levels by household size represent incomes that are at [50% or 80% - select based on Affordable or Inclusionary Unit] of the Area Median Income for Hennepin County in 20___ as published by the Minnesota Housing Finance Agency. Household incomes includes social security benefits. 20__ [insert current year] INCOME CERTIFICATION Residents Legal Name(s): 1. __________________________________ 2. __________________________________ Combined household income is: (please identify household size and income) Number of individuals in household ___________ Household Income is: $ _____________________ I declare that this certification is correct and complete to the best of my knowledge and belief. ______________________________ Resident’s Signature (1) ______________________________ Resident’s Signature (2) ______________________________ Print Name of Resident (1) ______________________________ Print Name of Resident (2) _______________________________ Date _______________________________ Date _____________________________________ Resident’s Responsible Party/POA Signature (if ____________________ Date Exhibit I-2 applicable) ____________________________________________ Resident’s Responsible Party/POA Signature (if applicable – please print) Exhibit J-1 EXHIBIT J-1 FORM OF ASSESSMENT AGREEMENT DEVELOPMENT PROPERTY PHASE I ASSESSMENT AGREEMENT THIS AGREEMENT is dated as of __________ , 2022 and is between the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “HRA”), and EP GTS Housing Phase I LLC, a Delaware limited liability company (the “Owner”). IN CONSIDERATION OF the mutual covenants and benefits herein described, the HRA and the Owner recite and agree as follows: Section 1. Recitals. 1.01. Project Plan. The HRA has heretofore developed a Redevelopment Plan (the “Project Plan”) outlining certain development activities to be undertaken and has adopted a Redevelopment Plan therefor (the “Redevelopment Plan”), which includes the construction of a residential rental building and related site improvements (the “Project Phase I”) to be constructed on the real property described in Exhibit A hereto (the “Land”). The Project Phase I is to be owned by the Owner. 1.02. Tax Increment Financing District. Pursuant to the Minnesota Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1799, as amended (the “TIF Act”), the City and the HRA have approved a tax increment financing plan (the “Financing Plan”), which is the proposed method for financing the development activities currently proposed to be undertaken relating to the Project Phase I. Pursuant to the Financing Plan, the Tax Increment Financing District Number 26, GTS Housing, has been established as a housing district under the TIF Act. 1.03. Implementation. The HRA and the City of Eden Prairie, Minnesota (the “City”), have each authorized and directed their respective officers to take all actions necessary to implement and carry out the Project Plan and the Financing Plan. The Project Plan and the Financing Plan propose that the HRA finance certain costs of or related to the Project, payable from tax increment (as defined in the TIF Act) derived from the District (“Tax Increment”). 1.04. TIF Development Agreement. The HRA and the Owner have entered into a Tax Increment Development Agreement dated ________________, 2022 (the “TIF Development Agreement”), which provides, among other things, that the Owner will improve the Land by the construction of the Project Phase I thereon. Section 3.5 of the TIF Development Agreement provides that the HRA and Owner are to enter into this Assessment Agreement contemporaneous with the TIF Development Agreement. Section 2. Minimum Market Value. Exhibit J-2 2.01. Agreed Upon Minimum. The Owner agrees that the minimum market value of the Development Property Phase I (including the Land and all improvements thereon) for ad valorem tax purposes for the assessment made as of January 2, 2025 will be not less than $66,360,000. The market value of Development Property Phase I will not be reduced by any action taken by the Owner (other than a deed in lieu of, or under threat of, condemnation by the City of Eden Prairie, Hennepin County or other condemning authority) to less than the said minimum market value, and that during the term of this Assessment Agreement no reduction of the market value therefor below said minimum market values may be sought by the Owner or granted by any public official or court except in accordance with Minnesota Statutes, Section 469.177, subdivision 8. This minimum market values will apply only to the Land, the Project Phase I, and any other improvements situated on the Land. In the event of involuntary conversion of the Land and the Project for any reason (other than condemnation by a public entity), the minimum market values will not be reduced to an amount less than said minimum market values. The Owner acknowledges and agrees that the Land and the Project Phase I are subject to ad valorem property taxation and that such property taxes constitute taxes on “real property” (as provided in Section 469.174, subdivisions 4 and 7(d) of the TIF Act) and, to the extent reflecting net tax capacity rates of taxing jurisdictions levied against the captured net tax capacity of the District, tax increment. 2.02. Higher Market Value. Nothing in this Assessment Agreement will limit the discretion of the City Assessor of the City of Eden Prairie or any other public official or body having the duty to determine the market value of the Land, the Project, and other facilities on the Land for ad valorem tax purposes, to assign to the Land, the Project or to any other improvements constructed on the Land, on a nondiscriminatory basis and treated fairly and equally with all other property so classified in the respective counties, a market value in excess of the minimum market value specified in Section 2.01. The Owner agrees not to contest any estimated assessor’s estimated value in excess of said minimum market value. 2.03. Substantial Completion. For purposes of this Assessment Agreement and the determination of the market value of the Land and the Project Phase I for ad valorem tax purposes, the Owner agrees that the Project Phase I will be deemed to be completed in accordance with the TIF Development Agreement as of December 31, 2024 (the required date of completion), whether in fact completed or not. Section 3. Filing and Certification. 3.01. Assessor Certification. The HRA will present this Assessment Agreement to the City Assessor of the City of Eden Prairie and request such assessor to execute the certification attached hereto as Exhibit C. The Owner will provide to the assessor all information relating to the Land and the Project requested by the assessor for the purposes of discharging the assessor’s duties with respect to the certification. 3.02. Filing. Prior to the recording of any mortgage, security agreement or other instrument creating a lien on the Land and in any event not less than 30 days after the execution of this Assessment Agreement, the Owner must cause this Assessment Agreement and a copy of Minnesota Statutes, Section 469.177, subdivision 8, attached hereto as Exhibit B, to be recorded Exhibit J-3 in the office of the County Recorder or Registrar of Titles of Hennepin County, and must pay all costs of such recording. Section 4. Relation to TIF Development Agreement. The covenants and agreements made by the Owner in this Assessment Agreement are separate from and in addition to the covenants and agreements made by the Owner in the TIF Development Agreement and nothing contained herein will in any way alter, diminish, or supersede the duties and obligations of the Owner under the TIF Development Agreement. Section 5. Miscellaneous Provisions. 5.01. Binding Effect. This Assessment Agreement will inure to the benefit of and will be binding upon the HRA and the Owner and their respective successors and assigns, and upon all subsequent owners of the Land and the Project. 5.02. Severability. In the event any provision of this Assessment Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof. 5.03. Amendments, Changes and Modifications. Except as provided in Section 5.04, this Assessment Agreement may be amended or any of its terms modified only by written amendment authorized and executed by the HRA and the Owner and otherwise in compliance with Section 469.177, subdivision 8 of the Act. 5.04. Further Assurances and Corrective Instruments. The HRA and the Owner agree that they will, from time to time, execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Land or the Project, or for carrying out the expressed intention of this Assessment Agreement. 5.05. Execution Counterparts. This Assessment Agreement may be simultaneously executed in several counterparts, each of which will be an original and all of which will constitute but one and the same instrument. 5.06. Applicable Law. This Assessment Agreement is governed by and must be construed in accordance with the laws of the State of Minnesota. 5.07. Captions. The captions or headings in this Assessment Agreement are for convenience only and in no way define, limit, or describe the scope or intent of any provisions or Sections of this Assessment Agreement. 5.08. Effective Date. This Assessment Agreement will be effective as of the date first written above. 5.09. Termination Date. This Assessment Agreement will terminate upon the termination of the District in accordance with Minnesota Statutes Section 469.176. Exhibit J-4 5.10. Definitions. Terms used with initial capital letters but not defined herein will have the meanings given such terms in the TIF Development Agreement unless the context hereof clearly requires otherwise. IN WITNESS WHEREOF, the HRA has caused this Assessment Agreement to be executed in its name by its duly authorized officers and the Owner has caused this Assessment Agreement to be executed in its corporate name. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA By Its Chair By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ___________, 2022, by Ronald A. Case, the Chair and Rick Getschow, the Executive Director respectively of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota, on behalf of the public body. Notary Public Exhibit J-5 EP GTS Housing Phase I LLC, a Delaware limited liability company By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ___________, 2022, by _____________________________________________, the _________ of EP GTS Housing Phase I LLC, a Delaware limited liability company, on behalf of the company. Notary Public Exhibit J-6 EXHIBIT A TO ASSESSMENT AGREEMENT DEVELOPMENT PROPERTY PHASE I DESCRIPTION OF LAND Lot 1, Golden Triangle TOD, according to the recorded plat thereof, Hennepin County, Minnesota. Exhibit J-7 EXHIBIT B TO ASSESSMENT AGREEMENT COPY OF MINNESOTA STATUTES, SECTION 469.177, SUBDIVISION 8 Assessment agreements. An authority may enter into a written assessment agreement with any person establishing a minimum market value of land, existing improvements, or improvements to be constructed in a district, if the property is owned or will be owned by the person. The minimum market value established by an assessment agreement may be fixed, or increase or decrease in later years from the initial minimum market value. If an agreement is fully executed before July 1 of an assessment year, the market value as provided under the agreement must be used by the county or local assessor as the taxable market value of the property for that assessment. Agreements executed on or after July 1 of an assessment year become effective for assessment purposes in the following assessment year. An assessment agreement terminates on the earliest of the date on which conditions in the assessment agreement for termination are satisfied, the termination date specified in the agreement, or the date when tax increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the county assessor, of the jurisdiction in which the tax increment financing district and the property that is the subject of the agreement is located. The assessor shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property, certifies that the market values assigned to the land and improvements are reasonable. The assessment agreement shall be filed for record and recorded in the office of the county recorder or the registrar of titles of each county where the real estate or any part thereof is situated. After the agreement becomes effective for assessment purposes, the assessor shall value the property under section 273.11, except that the market value assigned shall not be less than the minimum market value established by the assessment agreement. The assessor may assign a market value to the property in excess of the minimum market value established by the assessment agreement. The owner of the property may seek, through the exercise of administrative and legal remedies, a reduction in market value for property tax purposes, but no city assessor, county assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court of this state shall grant a reduction of the market value below the minimum market value established by the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction, or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording an assessment agreement constitutes notice of the agreement to anyone who acquires any interest in the land or improvements that is subject to the assessment agreement, and the agreement is binding upon them. An assessment agreement may be modified or terminated by mutual consent of the current parties to the agreement. Modification or termination of an assessment agreement must be approved by Exhibit J-8 the governing body of the municipality. If the estimated market value for the property for the most recently available assessment is less than the minimum market value established by the assessment agreement for that or any later year and if bond counsel does not conclude that termination of the agreement is necessary to preserve the tax exempt status of outstanding bonds or refunding bonds to be issued, the modification or termination of the assessment agreement also must be approved by the governing bodies of the county and the school district. A document modifying or terminating an agreement, including records of the municipality, county, and school district approval, must be filed for record. The assessor’s review and certification is not required if the document terminates an agreement. A change to an agreement not fully executed before July 1 of an assessment year is not effective for assessment purposes for that assessment year. If an assessment agreement has been modified or prematurely terminated, a person may seek a reduction in market value or tax through the exercise of any administrative or legal remedy. The remedy may not provide for reduction of the market value below the minimum provided under a modified assessment agreement that remains in effect. In no event may a reduction be sought for a year other than the current taxes payable year. Exhibit J-9 EXHIBIT C-1 TO ASSESSMENT AGREEMENT – DEVELOPMENT PROPERTY PHASE I ASSESSOR’S CERTIFICATE The undersigned, being the duly qualified and acting assessor of the City of Eden Prairie, Minnesota, hereby certifies that. 1. I am the assessor responsible for the assessment of the Land described in the foregoing Exhibit A; 2. I have read the foregoing Assessment Agreement dated as of __________, 2022; 3. I have received and read a duplicate original of the TIF Development Agreement referred to in the Assessment Agreement; 4. I have received and reviewed the architectural and engineering plans and specifications for the Project Phase I agreed to be constructed on the Land pursuant to the TIF Development Agreement; 5. I have received and reviewed an estimate prepared by the Owner of the cost of the Land and the Project to be constructed thereon; 6. I have reviewed the market value previously assigned to the Land on which the Project Phase I is to be constructed, and the minimum market value to be assigned to the Land and the Project Phase I by the Assessment Agreement is a reasonable estimate; and 7. I hereby certify that the market value assigned to the Land and the Project Phase I described on the foregoing Exhibit A by the Assessment Agreement is reasonable and the market value assigned to the Land and the Project, for the assessment January 2, 2025, will be not less than $66,360,000.00. Dated _____________________. ____________________________________ City Assessor, City of Eden Prairie, Minnesota Exhibit J-10 EXHIBIT J-1 FORM OF ASSESSMENT AGREEMENT DEVELOPMENT PROPERTY PHASE II ASSESSMENT AGREEMENT THIS AGREEMENT is dated as of __________ , 2022 and is between the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “HRA”), and GTS Housing Phase I LLC, a Delaware limited liability company (the “Owner”). IN CONSIDERATION OF the mutual covenants and benefits herein described, the HRA and the Owner recite and agree as follows: Section 6. Recitals. 6.01. Project Plan. The HRA has heretofore developed a Redevelopment Plan (the “Project Plan”) outlining certain development activities to be undertaken and has adopted a Redevelopment Plan therefor (the “Redevelopment Plan”), which includes the construction of a residential rental building and related site improvements (the “Project Phase II”) to be constructed on the real property described in Exhibit A hereto (the “Land”). The Project Phase II is to be owned by the Owner. 6.02. Tax Increment Financing District. Pursuant to the Minnesota Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1799, as amended (the “TIF Act”), the City and the HRA have approved a tax increment financing plan (the “Financing Plan”), which is the proposed method for financing the development activities currently proposed to be undertaken relating to the Project Phase II. Pursuant to the Financing Plan, the Tax Increment Financing District Number 26, GTS Housing, has been established as a housing district under the TIF Act. 6.03. Implementation. The HRA and the City of Eden Prairie, Minnesota (the “City”), have each authorized and directed their respective officers to take all actions necessary to implement and carry out the Project Plan and the Financing Plan. The Project Plan and the Financing Plan propose that the HRA finance certain costs of or related to the Project, payable from tax increment (as defined in the TIF Act) derived from the District (“Tax Increment”). 6.04. TIF Development Agreement. The HRA and the Owner (or Owner’s predecessor-in-interest) have entered into a Tax Increment Development Agreement dated ________________, 2022 (the “TIF Development Agreement”), which provides, among other things, that the Owner will improve the Land by the construction of the Project Phase II thereon. Section 3.5 of the TIF Development Agreement provides that the HRA and Owner are to enter into this Assessment Agreement contemporaneous with execution of the TIF Development Agreement. Section 7. Minimum Market Value. Exhibit J-11 7.01. Agreed Upon Minimum. The Owner agrees that the minimum market value of the Development Property Phase II (including the Land and all improvements thereon) for ad valorem tax purposes for the assessment made as of January 2, 2025 will be not less than $52,640,000. The market value of Development Property Phase II will not be reduced by any action taken by the Owner (other than a deed in lieu of, or under threat of, condemnation by the City of Eden Prairie, Hennepin County or other condemning authority) to less than the said minimum market value, and that during the term of this Assessment Agreement no reduction of the market value therefor below said minimum market values may be sought by the Owner or granted by any public official or court except in accordance with Minnesota Statutes, Section 469.177, subdivision 8. This minimum market values will apply only to the Land, the Project Phase II, and any other improvements situated on the Land. In the event of involuntary conversion of the Land and the Project for any reason (other than condemnation by a public entity), the minimum market values will not be reduced to an amount less than said minimum market values. The Owner acknowledges and agrees that the Land and the Project Phase II are subject to ad valorem property taxation and that such property taxes constitute taxes on “real property” (as provided in Section 469.174, subdivisions 4 and 7(d) of the TIF Act) and, to the extent reflecting net tax capacity rates of taxing jurisdictions levied against the captured net tax capacity of the District, tax increment. 7.02. Higher Market Value. Nothing in this Assessment Agreement will limit the discretion of the City Assessor of the City of Eden Prairie or any other public official or body having the duty to determine the market value of the Land, the Project, and other facilities on the Land for ad valorem tax purposes, to assign to the Land, the Project or to any other improvements constructed on the Land, on a nondiscriminatory basis and treated fairly and equally with all other property so classified in the respective counties, a market value in excess of the minimum market value specified in Section 2.01. The Owner agrees not to contest any estimated assessor’s estimated value in excess of said minimum market value. 7.03. Substantial Completion. For purposes of this Assessment Agreement and the determination of the market value of the Land and the Project Phase II for ad valorem tax purposes, the Owner agrees that the Project Phase II will be deemed to be completed in accordance with the TIF Development Agreement as of January 1, 2025 (the required date of completion), whether in fact completed or not. Section 8. Filing and Certification. 8.01. Assessor Certification. The HRA will present this Assessment Agreement to the City Assessor of the City of Eden Prairie and request such assessor to execute the certification attached hereto as Exhibit C. The Owner will provide to the assessor all information relating to the Land and the Project requested by the assessor for the purposes of discharging the assessor’s duties with respect to the certification. 8.02. Filing. Prior to the recording of any mortgage, security agreement or other instrument creating a lien on the Land and in any event not less than 30 days after the execution of this Assessment Agreement, the Owner must cause this Assessment Agreement and a copy of Exhibit J-12 Minnesota Statutes, Section 469.177, subdivision 8, attached hereto as Exhibit B, to be recorded in the office of the County Recorder or Registrar of Titles of Hennepin County, and must pay all costs of such recording. Section 9. Relation to TIF Development Agreement. The covenants and agreements made by the Owner in this Assessment Agreement are separate from and in addition to the covenants and agreements made by the Owner in the TIF Development Agreement and nothing contained herein will in any way alter, diminish, or supersede the duties and obligations of the Owner under the TIF Development Agreement. Section 10. Miscellaneous Provisions. 10.01. Binding Effect. This Assessment Agreement will inure to the benefit of and will be binding upon the HRA and the Owner and their respective successors and assigns, and upon all subsequent owners of the Land and the Project. 10.02. Severability. In the event any provision of this Assessment Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof. 10.03. Amendments, Changes and Modifications. Except as provided in Section 5.04, this Assessment Agreement may be amended or any of its terms modified only by written amendment authorized and executed by the HRA and the Owner and otherwise in compliance with Section 469.177, subdivision 8 of the Act. 10.04. Further Assurances and Corrective Instruments. The HRA and the Owner agree that they will, from time to time, execute, acknowledge, and deliver, or cause to be executed, acknowledged, or delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Land or the Project, or for carrying out the expressed intention of this Assessment Agreement. 10.05. Execution Counterparts. This Assessment Agreement may be simultaneously executed in several counterparts, each of which will be an original and all of which will constitute but one and the same instrument. 10.06. Applicable Law. This Assessment Agreement is governed by and must be construed in accordance with the laws of the State of Minnesota. 10.07. Captions. The captions or headings in this Assessment Agreement are for convenience only and in no way define, limit, or describe the scope or intent of any provisions or Sections of this Assessment Agreement. 10.08. Effective Date. This Assessment Agreement will be effective as of the date first written above. 10.09. Termination Date. This Assessment Agreement will terminate upon the termination of the District in accordance with Minnesota Statutes Section 469.176. Exhibit J-13 10.10. Definitions. Terms used with initial capital letters but not defined herein will have the meanings given such terms in the TIF Development Agreement unless the context hereof clearly requires otherwise. IN WITNESS WHEREOF, the HRA has caused this Assessment Agreement to be executed in its name by its duly authorized officers and the Owner has caused this Assessment Agreement to be executed in its corporate name. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA By Its Chair By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ___________, 2022, by Ronald A. Case, the Chair and Rick Getschow, the Executive Director respectively of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota, on behalf of the public body. Notary Public Exhibit J-14 EP GTS Housing Phase I LLC, a Delaware limited liability company By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ___________, 2022, by _____________________________________________, the _________ of EP GTS Housing Phase I LLC, a Delaware limited liability company, on behalf of the company. Notary Public Exhibit J-15 EXHIBIT A TO ASSESSMENT AGREEMENT DEVELOPMENT PROPERTY PHASE II DESCRIPTION OF LAND Lot 2, Golden Triangle TOD, according to the recorded plat thereof, Hennepin County, Minnesota Exhibit J-16 EXHIBIT B TO ASSESSMENT AGREEMENT COPY OF MINNESOTA STATUTES, SECTION 469.177, SUBDIVISION 8 Assessment agreements. An authority may enter into a written assessment agreement with any person establishing a minimum market value of land, existing improvements, or improvements to be constructed in a district, if the property is owned or will be owned by the person. The minimum market value established by an assessment agreement may be fixed, or increase or decrease in later years from the initial minimum market value. If an agreement is fully executed before July 1 of an assessment year, the market value as provided under the agreement must be used by the county or local assessor as the taxable market value of the property for that assessment. Agreements executed on or after July 1 of an assessment year become effective for assessment purposes in the following assessment year. An assessment agreement terminates on the earliest of the date on which conditions in the assessment agreement for termination are satisfied, the termination date specified in the agreement, or the date when tax increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the county assessor, of the jurisdiction in which the tax increment financing district and the property that is the subject of the agreement is located. The assessor shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property, certifies that the market values assigned to the land and improvements are reasonable. The assessment agreement shall be filed for record and recorded in the office of the county recorder or the registrar of titles of each county where the real estate or any part thereof is situated. After the agreement becomes effective for assessment purposes, the assessor shall value the property under section 273.11, except that the market value assigned shall not be less than the minimum market value established by the assessment agreement. The assessor may assign a market value to the property in excess of the minimum market value established by the assessment agreement. The owner of the property may seek, through the exercise of administrative and legal remedies, a reduction in market value for property tax purposes, but no city assessor, county assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court of this state shall grant a reduction of the market value below the minimum market value established by the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction, or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording an assessment agreement constitutes notice of the agreement to anyone who acquires any interest in the land or improvements that is subject to the assessment agreement, and the agreement is binding upon them. An assessment agreement may be modified or terminated by mutual consent of the current parties to the agreement. Modification or termination of an assessment agreement must be approved by Exhibit J-17 the governing body of the municipality. If the estimated market value for the property for the most recently available assessment is less than the minimum market value established by the assessment agreement for that or any later year and if bond counsel does not conclude that termination of the agreement is necessary to preserve the tax exempt status of outstanding bonds or refunding bonds to be issued, the modification or termination of the assessment agreement also must be approved by the governing bodies of the county and the school district. A document modifying or terminating an agreement, including records of the municipality, county, and school district approval, must be filed for record. The assessor’s review and certification is not required if the document terminates an agreement. A change to an agreement not fully executed before July 1 of an assessment year is not effective for assessment purposes for that assessment year. If an assessment agreement has been modified or prematurely terminated, a person may seek a reduction in market value or tax through the exercise of any administrative or legal remedy. The remedy may not provide for reduction of the market value below the minimum provided under a modified assessment agreement that remains in effect. In no event may a reduction be sought for a year other than the current taxes payable year. Exhibit J-18 EXHIBIT C-1 TO ASSESSMENT AGREEMENT – DEVELOPMENT PROPERTY PHASE II ASSESSOR’S CERTIFICATE The undersigned, being the duly qualified and acting assessor of the City of Eden Prairie, Minnesota, hereby certifies that. 1. I am the assessor responsible for the assessment of the Land described in the foregoing Exhibit A; 2. I have read the foregoing Assessment Agreement dated as of __________, 2022; 3. I have received and read a duplicate original of the TIF Development Agreement referred to in the Assessment Agreement; 4. I have received and reviewed the architectural and engineering plans and specifications for the Project Phase II agreed to be constructed on the Land pursuant to the TIF Development Agreement; 5. I have received and reviewed an estimate prepared by the Owner of the cost of the Land and the Project to be constructed thereon; 6. I have reviewed the market value previously assigned to the Land on which the Project Phase II is to be constructed, and the minimum market value to be assigned to the Land and the Project Phase II by the Assessment Agreement is a reasonable estimate; and 7. I hereby certify that the market value assigned to the Land and the Project described on the foregoing Exhibit A by the Assessment Agreement is reasonable and the market value assigned to the Land and the Project, for the assessment January 2, 2025, will be not less than $52,640,000.00. Dated _____________________. ____________________________________ City Assessor, City of Eden Prairie, Minnesota 23690916v3 HRA AGENDA DATE: May 3, 2022 DEPARTMENT/DIVISION: Community Development/ Julie Klima ITEM DESCRIPTION: TIF Agreement/Note Assignment Objective Criteria ITEM NO.: IV. Requested Action Move to: • Adopt the Resolution Approving TIF Assignment Objective Criteria Synopsis Recent Tax Increment Financing (TIF) Agreements include language that provides that TIF Agreements and/or TIF Notes may only be assigned with the consent of the Executive Director of the HRA. The Executive Director is required to grant or deny requests for consent to assignment in accordance with objective criteria approved by the HRA. Staff has prepared the following objective criteria for consideration by the HRA. The objective criteria aim to confirm that any HRA consent to assignment of a TIF Agreement and/or TIF Note is granted only to an entity that has the financial standing sufficient to support the project; has a history of business practices that meet industry requirements; and is experienced with successful similar projects. The process of allowing the Executive Director to provide consent on behalf of the HRA to assignment of TIF Agreements and TIF Notes allows the City/HRA to provide a streamlined process for assignment and ensures an equitable and consistent use of objective criteria. Background Information Staff proposes that the following objective criteria be utilized by the Executive Director of the HRA when reviewing assignment requests. 1. Whether the proposed assignee can document that it has at least 10 years of experience in the management of a similar housing project subject to affordable housing requirements that are similar to the project. 2. Whether the proposed assignee has filed for bankruptcy in the prior 7 years. 3. Whether there has been any default on any financial obligation arising out of a housing project owned by the proposed assignee in whole or in part in the prior 10 years. 4. Whether any complaint alleging discrimination in violation of law arising out of the administration of a housing project by the proposed assignee has been affirmed as valid by any public or private agency or court. 5. Whether the financial capacity or capability of the proposed assignee immediately prior to the assignment is equal to or greater than the financial capacity or capability of the assignor immediately prior to the assignment. 6. Whether the proposed assignee or any of its owners, principals, officers, or managers have been convicted of any crime directly related to the operation of a housing project. 7. Whether the proposed assignee has had a rental housing license revoked or suspended in any jurisdiction in the previous 10 years. 8. Whether any court, arbitrator, administrative or regulatory agency, or other fact-finder has determined that the proposed assignee has failed to comply with any applicable statute, regulation or ordinance relating to or governing housing within the previous 10 years. 9. Whether the proposed assignee or any of its owners, principals, officers, or managers has a pending criminal charge, citation, or complaint for any violation of federal or state statute or regulation, or of any local ordinance, related to housing. If the proposed assignee is owned or controlled by a developer or entity that has significant experience in affordable housing, the Executive Director may analyze these objective criteria as applied to the owning or controlling developer or entity. Attachment Resolution Establishing Objective Criteria CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA HOUSING AND REDEVELOPMENT AUTHORITY H.R.A. RESOLUTION NO. 2022-___ RESOLUTION ESTABLISHING OBJECTIVE CRTIERIA FOR HRA EXECUTIVE DIRECTOR REVIEW OF REQUESTS FOR CONSENT TO ASSIGNMENT OF TIF AGREEMENTS AND/OR TIF NOTES WHEREAS, the Eden Prairie HRA often receives requests for its consent to assignment of Tax Increment Financing (TIF) Agreements and TIF Notes from one developer or project owner to another; WHEREAS, TIF Agreements and TIF Notes may allow for assignment requests to be reviewed and approved by the HRA Executive Director subject to objective criteria; and WHEREAS, the HRA wishes to establish those objective criteria. NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, that requests for assignment of TIF Agreements and/or TIF Notes that require the consent of the HRA Executive Director must be considered based on the following objective criteria: 1. Whether the proposed assignee can document that it has at least 10 years of experience in the management of a similar housing project subject to affordable housing requirements that are similar to the project. 2. Whether the proposed assignee has filed for bankruptcy in the prior 7 years. 3. Whether there has been any default on any financial obligation arising out of a housing project owned by the proposed assignee in whole or in part in the prior 10 years. 4. Whether any complaint alleging discrimination in violation of law arising out of the administration of a housing project by the proposed assignee has been affirmed as valid by any public or private agency or court. 5. Whether the financial capacity or capability of the proposed assignee immediately prior to the assignment is equal to or greater than the financial capacity or capability of the assignor immediately prior to the assignment. 6. Whether the proposed assignee or any of its owners, principals, officers, or managers have been convicted of any crime directly related to the operation of a housing project. 7. Whether the proposed assignee has had a rental housing license revoked or suspended in any jurisdiction in the previous 10 years. 8. Whether any court, arbitrator, administrative or regulatory agency, or other fact-finder has determined that the proposed assignee has failed to comply with any applicable statute, regulation or ordinance relating to or governing housing within the previous 10 years. 9. Whether the proposed assignee or any of its owners, principals, officers, or managers has a pending criminal charge, citation, or complaint for any violation of federal or state statute or regulation, or of any local ordinance, related to housing. If the proposed assignee is owned or controlled by a developer or entity that has significant experience in affordable housing, the Executive Director may analyze these objective criteria as applied to the owning or controlling developer or entity. ADOPTED by the HRA in and for the City of Eden Prairie this 3rd day of May 2022. ________________________ Ronald A. Case, Chair ATTEST: ______________________________ Rick Getschow, Executive Director CITY COUNCIL AGENDA SECTION: Presentations DATE: May 3, 2022 DEPARTMENT/DIVISION: Tammy Wilson, Office of the City Manager/Finance ITEM DESCRIPTION: 2021 Annual Comprehensive Financial Report (ACFR) ITEM NO.: IV.A. Requested Action Move to: Accept the 2021 Annual Comprehensive Financial Report (ACFR). Synopsis Minnesota statutes require that the City prepare an annual financial report and statements in accordance with Generally Accepted Accounting Principles. The attached report meets these requirements. The report was prepared by the Finance Division and audited by the independent auditing firm of BerganKDV. BerganKDV issued an unmodified opinion which is the highest level of opinion the City can receive and means the auditor believes the financial statements are fairly presented in all material respects. Caroline Stutsman, Audit Director for the accounting firm will make a presentation of the financial report. Attachments 2021 ACFR 2021 Internal Control Letter 2021 Communications Letter Annual Comprehensive Financial Report For the Fiscal Year Ended December 31, 2021 CITY OF EDEN PRAIRIE, MINNESOTA 1 This page is intentionally left blank 2 ANNUAL COMPREHENSIVE FINANCIAL REPORT of the CITY OF EDEN PRAIRIE MINNESOTA For The Fiscal Year Ended December 31, 2021 Rick Getschow, City Manager Prepared by THE FINANCE DIVISION Tammy Wilson, Chief Financial Officer 3 City of Eden Prairie, Minnesota For the Year Ended December 31, 2021 Table of Contents Page Introductory Section Letter of Transmittal................................................................................................................................................... 8 GFOA Certificate of Achievement ......................................................................................................................... 14 Organizational Chart ................................................................................................................................................. 15 List of Principal Officials .......................................................................................................................................... 16 Financial Section Independent Auditors’ Report .............................................................................................................................. 18 Management’s Discussion and Analysis ............................................................................................................ 22 Basic Financial Statements Government-wide Financial Statements Statement of Net Position ............................................................................................................................ 36 Statement of Activities .................................................................................................................................. 38 Fund Financial Statements Balance Sheet-Governmental Funds ........................................................................................................ 42 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position .......................................................................................................... 45 Statement of Revenues, Expenditures and Changes in Fund Balances – Governmental Funds .............................................................................................. 46 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities ................................. 48 Statement of Revenues, Expenditures and Changes in Fund Balance – Budget and Actual – General Fund ...................................................................... 49 Statement of Net Position – Proprietary Funds ................................................................................... 52 Statement of Revenues, Expenses and Changes in Net Position – Proprietary Funds ......... 53 Statement of Cash Flows – Proprietary Funds ..................................................................................... 54 Statement of Fiduciary Net Position ....................................................................................................... 56 Statement of Changes in Fiduciary Net Position ................................................................................. 57 Notes to Financial Statements ......................................................................................................................... 60 Required Supplemental Information Modified Approach for Infrastructure Assets ....................................................................................... 106 Schedule of Changes in the City’s Total OBEB Liability and Related Ratios ............................. 107 Schedule of Proportionate Share of Net Pension Liability Public Employees General Employees Retirement Fund ................................................................. 108 Public Employees Police and Fire Fund .................................................................................................. 109 Eden Prairie Fire Relief.................................................................................................................................. 110 Schedule of Contributions Public Employees General Employees Retirement Fund ................................................................. 111 Public Employees Police and Fire Fund .................................................................................................. 112 Eden Prairie Fire Relief.................................................................................................................................. 113 4 City of Eden Prairie, Minnesota For the Year Ended December 31, 2021 Notes to Required Supplemental Information Notes to Schedule of Changes in Net Pension Liabilities and Related Ratios ........................... 114 Combining Fund Statements Combining Balance Sheet – Nonmajor Governmental Funds ......................................................... 126 Combining Statement of Revenues, Expenditures and Changes in Fund Balances – Nonmajor Governmental Funds ........................................................................... 132 Combining Statement of Net Position – Internal Service Funds .................................................... 140 Combining Statement of Revenues, Expenses and Changes in Net Position – Internal Service Funds .................................................................................................. 142 Combining Statement of Cash Flows – Internal Service Funds ...................................................... 144 Combining Statement of Fiduciary Net Position ................................................................................ 150 Combining Statement of Changes in Fiduciary Net Position .......................................................... 151 Statistical Section Government-wide Net Position by Category ......................................................................................... 155 Changes in Net Position - Total................................................................................................................... 156 Changes in Net Position – Governmental Activities ........................................................................... 157 Changes in Net Position – Business-type Activities ............................................................................ 158 Fund Balances – Governmental Funds .................................................................................................... 159 Changes in Fund Balances – Governmental Funds ............................................................................. 160 Assessed/Tax Capacity Value and Estimated Market Value of Property ................................... 161 Direct and Overlapping Property Tax Rates .......................................................................................... 162 Principal Property Taxpayers ..................................................................................................................... 163 Property Tax Levies and Collections ........................................................................................................ 164 Legal Debt Margin ............................................................................................................................................ 165 Ratios of Outstanding Debt by Type ......................................................................................................... 166 Ratios of General Bonded Debt Outstanding ......................................................................................... 167 Computation of Direct and Overlapping Bonded Debt ..................................................................... 168 Demographic and Economic Statistics .................................................................................................... 169 Principal Employers........................................................................................................................................ 170 Employees by Function ................................................................................................................................. 171 Operating Indicators ....................................................................................................................................... 172 Capital Assets Statistics by Function ........................................................................................................ 173 5 This page is intentionally left blank 6 INTRODUCTORY SECTION 7 April 20, 2022 To the Honorable Mayor, Members of the City Council and the Citizens of the City of Eden Prairie: The annual comprehensive financial report of the City of Eden Prairie, Minnesota, for the year ended December 31, 2021, is hereby submitted. The report was prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) as established by the Governmental Accounting Standards Board and meets the requirements of the State Auditor’s Office. The report consists of management’s representations concerning the finances of the City. Consequently, management assumes full responsibility for the completeness and reliability of all information presented within this report. To provide a reasonable basis for making these representations, management of the City has established internal controls designed to protect the City’s assets from loss, theft or misuse and to provide sufficient information for the preparation of these financial statements in conformity with GAAP. Because the cost of internal controls should not outweigh the benefits, the City’s internal controls have been designed to provide reasonable rather than absolute assurance that the financial statements will be free from material misstatements. As management, we assert that to the best of our knowledge and belief this financial report is complete and reliable in all material respects. The City’s financial statements have been audited by BerganKDV, Ltd, Certified Public Accountants. The goal of the independent audit was to provide reasonable assurance that the financial statements of the City for the year ended December 31, 2021, are free of material misstatement. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates used by management; and evaluating the overall financial statement presentation. Based upon the audit, the independent auditor concluded that there was reasonable basis for rendering an unmodified opinion that the City’s financial statements, for the year ended December 31, 2021, are fairly presented in conformity with GAAP. The independent auditors’ report is present in the financial section of this report. GAAP requires that management provide a narrative introduction, overview, and analysis to accompany the basic financial statements in the form of Management’s Discussion and Analysis (MD&A). This letter of transmittal is designed to complement the MD&A and should be read in conjunction with it. The City’s MD&A can be found in the financial section of this report immediately following the report of the independent auditors. 8 City Profile Eden Prairie is a suburban community of 64,198 people located in the southwest corner of Hennepin County in a setting of rolling hills and picturesque lakes and creeks. Eden Prairie has a convenient location, a comprehensive system of highways, and is a short distance from downtown Minneapolis and St. Paul and the Minneapolis-St. Paul International Airport. Incorporated in 1974 as a city, the City of Eden Prairie operates under a Statutory Plan B form of government. Policymaking and legislative authorities are vested in the governing council, which consists of a mayor and a four-member council. The governing council is responsible, among other things, for passing ordinances, adopting the budget, appointing committees and hiring the government's manager and attorney. The council is elected on a nonpartisan basis. The mayor and council members are elected to four-year staggered terms. The City Manager is responsible for carrying out the policies and ordinances of the governing council, for overseeing the day-to-day operations of the government, and to assign appropriate responsibility and authority to City staff for the efficient and effective delivery of City services. With a staff of around 281 regular, full-time equivalent employees, the City provides its residents and businesses with a full range of municipal services consisting of police and fire protection, street maintenance, recreation programs, park maintenance, community and economic development, building inspections, and a water, wastewater and storm water services. The City is also financially accountable for the Housing and Redevelopment Authority (HRA), which is included in the City’s financial statements as a blended component unit. Additional information on the HRA is located in Note 1 in the notes to the financial statements. The biennial budget serves as the foundation for the City’s financial planning and control. Departments submit budget requests to Finance in May and the City Manager presents the proposed budget to the City Council for review prior to September 30th of each year. A budget workshop is usually held with the City Council in June or July. The City Council holds a public meeting on the proposed budget and adopts the final budget in December each year. During the first year of the two-year budget process, both years’ budgets are developed and the City Council adopts the first year’s budget. During the second year of the two-year budget process, budget work is minimized. Staff updates the budget for any significant budget developments and the council then reviews and adopts the second year budget. The budget is prepared by department and division. The City’s directors and division managers may make transfers of appropriations within a division. Transfers of appropriations between departments require the approval of the City Manager. Any changes in the total budget must be approved by the City Council. 9 Economic Conditions and Outlook Eden Prairie is a suburban community located in the southwest corner of the Minneapolis/St. Paul Metropolitan area. With the last update of the comprehensive plan and the trend towards condensed multi-family housing along the LRT corridor and other multi-family projects in other locations within the City, it is expected that Eden Prairie’s population will grow to 82,400 by 2040 an increase 28% from 2021. The Coronavirus Disease (COVID-19) took a toll on the City once again in 2021. Financially, we felt the impact of revenue reductions but we also received federal funding to cover the revenue loss. The City was able to end the year with positive financial performance. Below summarizes the City’s market value since 2013. The City’s tax base increased from $11.1 billion to $11.4 billion from 2020 to 2021. In 2022, the market value increased to $11.8 billion. Eden Prairie’s unemployment rate is 2.1%, which is less than the State rate of 3.4% and the Federal rate of 5.3%. We had another strong year in licenses and permits and Inspections issued permits with a value of $251,853,925. The largest project was Paravel Apartments with a value of $65,590,724. In addition there were many large remodel projects ranging from $100,000 to $9,000,000 in value. They issued 8,177 remodel permits versus 7,067 last year. Eden Prairie serves as the corporate headquarters location for many national and international businesses including CH Robinson World Wide, Tennant Company, Optum, numerous multi-tenant office building partnerships, Lifetouch/ShutterFly Inc., United Natural Foods Inc. (UNFI), American Family Mutual Insurance, Starkey Labs, MTS systems Corporation, and others. Eden Prairie also has key locations for retailing including the City’s mall which has approximately 1.5 million square feet of shopping. The mall is part of the City’s “Major 10 Center Area” or downtown. Stores include a 160,000 square foot Von Maur Department Store, Scheels, a Barnes and Noble Bookstore, an 18-screen AMC Movie Theater, and numerous restaurants. Due to its strong and healthy local economy, Moody’s Investors Service has assigned a rating of Aaa to the City of Eden Prairie’s (MN) bond for every debt issue since 2003, the highest rating from Moody’s. Standard & Poor’s has also assigned a rating of AAA to the City of Eden Prairie’s bonds outstanding, their highest rating as well. This ensures the City receives the most competitive interest rates. The City’s bond ratings reflect Eden Prairie’s large, growing tax base, very healthy operating reserves, low direct debt burden, and strong financial management. Long-term Financial Planning The City has implemented various financial policies to guide the Council and staff when making financial decisions. This helps to ensure the long-term stability and flexibility of City finances and operations. These policies include the following: • The original budget should be balanced with revenues equal to expenditures, • One-time revenues will be used for one-time expenditures, • The City will maintain fund balance for working capital in the general fund at 50% of the next year’s budgeted tax revenue, • The City will also maintain 10% of the next year’s budget in fund balance for budget stabilization and 5% of the next year’s budget for budget balancing in the general fund, • The City will confine long-term debt to capital improvements or projects that cannot be financed from current revenues, and • The City will maintain a ten-year capital improvement plan to provide for capital asset acquisition, maintenance, replacement, and retirement. The City has consistently followed our financial policies. Major Initiatives Paravel Apartments In October 2021, a building permit was issued for the construction of the Paravel Apartments. The proposed project includes the redevelopment of a portion of the former Broadmoor Apartments site. This phase of the Castle Ridge Redevelopment proposes the construction of a 5 and 7 story apartment building that provides 246 residential units comprised of studio, 1 bedroom and 2 bedroom units, including affordable units. The project also proposes the use of underground parking, limited surface parking and indoor and outdoor site amenities. 11 Inclusionary Housing In 2021, the City adopted an Inclusionary Housing Policy. The Policy and ordinance is consistent with and will be integrated into the City’s Comprehensive Plan, Aspire Eden Prairie 2040. These inclusionary housing requirements will help the City reach its affordable housing goals, provide direction to developers interested in working in the City, and benefit existing and new residents in search of housing in a high opportunity community. Water Meter Change Out Eden Prairie’s water meters at residential and commercial locations were last installed in the late 1990s/early 2000s, and the batteries powering the transmitters are becoming too weak to reliably broadcast billing information to our remote data collection system. HydroCorp Inc. was contracted for the removal and reinstallation of New Cellular AMI Water Meters, for conducting water safety surveys at each location, and for conducting meter inventories and cross-connection surveys at all non-residential water customer locations. The upgraded meters include monitoring capabilities through a smart phone app or computer to help customers conserve water by tracking water usage on customizable dashboard and also has the capability to send alters for possible water leaks. The project is anticipated to take 3 years to change over all the meters within the City. The City issued $5.8M in bonds to pay for the project. Certificate of Achievement The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Eden Prairie for its Annual Comprehensive Financial Report for the fiscal year ended December 31, 2020. The Certificate of Achievement is a prestigious national award-recognizing conformance with the highest standards for preparation of state and local government financial reports. In order to be awarded a Certificate of Achievement, a government unit must publish an easily readable and efficiently organized comprehensive annual financial report whose contents conform to program standards. Such comprehensive annual financial report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year. The City of Eden Prairie has received a Certificate of Achievement every year since 1990. We believe our current report continues to conform to the Certificate of Achievement program requirements, and we are submitting it to GFOA. In addition, the Government Finance Officers Association of the United States and Canada (GFOA) presented the Distinguished Budget Presentation award to the City of Eden Prairie for its Two Year Budget for the fiscal years beginning January 1, 2020 and 2021. In order to receive this award, a government unit must publish a budget document that meets program 12 criteria as a policy document, as an operations guide, as a financial plan and a communications device. The award is valid for a period of two years only. The City of Eden Prairie has received a Distinguished Budget Presentation award for every budget since 1998. Also, the Government Finance Officers Association of the United States and Canada (GFOA) has given an Award for Outstanding Achievement in Popular Annual Financial Reporting to the City of Eden Prairie for its Popular Annual Financial Report for the fiscal year ended December 31, 2020. The Award for Outstanding Achievement in Popular Annual Financial Reporting is a national award recognizing conformance with the highest standards for preparation of state and local government financial reports. In order to receive an Award for Outstanding Achievement in Popular Annual Financial Reporting, a government unit must publish a Popular Annual Financial Report, whose contents conform to program standards of creativity, presentation, understandability, and reader appeal. An Award for Outstanding Achievement in Popular Annual Financial Reporting is valid for a period of one year only. The City of Eden Prairie has received the award annually since 1998. We believe our current report continues to conform to the Popular Annual Financial Reporting requirements, and we are submitting it to GFOA. Acknowledgements We would like to thank the Mayor and Council Members for their continued support in planning and conducting the financial operations of the City in a responsible and progressive manner. We would also like to express our appreciation to the employees of the Finance Division for their contribution to the preparation of this report. Respectfully submitted, Rick Getschow Tammy Wilson City Manager Chief Financial Officer 13 Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to City of Eden Prairie Minnesota For its Annual ComprehensiveFinancial Report For the Fiscal Year Ended December 31, 2020 Executive Director/CEO 14 City of Eden Prairie, Minnesota For the Year Ended December 31, 2021 City Council City Manager Administration Administrative Services City Clerk Facilities Human Resources & Support Services Information Technology Communications Finance & Liquor Operations Community Development Assessing Economic Development Housing & Community Services Planning Public Works Engineering Fleet Services Streets Maintenance Utilities Police Investigations Patrol Support Fire Building Inspections Fire Prevention Fire Suppresion Parks & Recreation Community Center Parks & Natural Resources Recreation Services 15 City of Eden Prairie, Minnesota For the Year Ended December 31, 2021 Principal Officials Elected Officials: Mayor (Term expiration 12/31/22) Ron Case Council Member (Term expiration 12/31/22) Mark Freiberg Council Member (Term Expiration 12/31/24) PG Narayanan Council Member (Term expiration 12/31/22) Kathy Nelson Council Member (Term expiration 12/31/24) Lisa Toomey Appointed Officials: City Manager Rick Getschow City Attorney Maggie Neuville Departments: Chief of Police Matt Sackett Community Development Director Julie Klima Fire Chief Scott Gerber Parks and Recreation Director Jay Lotthammer Public Works Director Robert Ellis 16 FINANCIAL SECTION 17 1 Independent Auditor's Report Honorable Mayor and Members of the City Council City of Eden Prairie Eden Prairie, Minnesota Report on the Audit of the Financial Statements Opinions We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Eden Prairie, Minnesota, as of and for the year ended December 31, 2021, and the related notes to the basic financial statements, which collectively comprise City’s basic financial statements as listed in the Table of Contents. In our opinion, the accompanying financial statements present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Eden Prairie, Minnesota, as of December 31, 2021, and the respective changes in financial position and, where applicable, cash flows thereof, and the budgetary comparison for the General Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the City of Eden Prairie and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Report on Summarized Comparative Information We have previously audited the City’s 2020 financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information, and we expressed unmodified opinions on those financial statements in our report dated April 26, 2021. In our opinion, the summarized comparative information presented herein as of and for the year ended December 31, 2020, is consistent, in all material respects, with the audited financial statements from which it has been derived. 18 2 Responsibilities of Management for the Financial Statements The City of Eden Prairie's management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City of Eden Prairie’s ability to continue as a going concern for one year beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed. Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit. 19 3 Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis, which follows this report letter, and Required Supplementary information as listed in the Table of Contents be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board (GASB), who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the Required Supplementary Information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Eden Prairie's basic financial statements. The combining fund financial statements are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining fund financial statements are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Information Management is responsible for the other information included in the Annual Comprehensive Financial Report. The other information comprises the introductory and statistical sections but does not include the basic financial statements and our auditor’s report thereon. Our opinions on the basic financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the basic financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. 20 4 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated April 20, 2022, on our consideration of the City of Eden Prairie's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City of Eden Prairie's internal control over financial reporting and compliance. Minneapolis, Minnesota April 20, 2022 21 City of Eden Prairie, Minnesota Management’s Discussion and Analysis As management of the City of Eden Prairie, this section of the City’s comprehensive annual financial report presents a discussion and analysis of the City’s financial activities during the fiscal year ended December 31, 2021. This discussion and analysis should be read in conjunction with the transmittal letter in the introductory section of this report. Financial Highlights The City as a Whole • The assets and deferred outflow of resources of the City exceeded liabilities and deferred inflows of resources by $427,734,710. Of this amount, $87,307,095 (unrestricted net position) may be used to meet the City’s ongoing obligations to citizens and creditors, $323,996,823 is invested in capital assets, and $16,430,792 is restricted. • The City’s total net position increased by $14,890,653 or 3.6%. The key factors in this increase were positive general fund results and refunding debt issued in December 2021. The City was able to transfer positive General Fund results to the Capital Improvement and Maintenance Fund as one-time revenue to support the Capital Improvement Plan. • The City’s total long-term liabilities decreased by $270,298 or 0.4% in comparison with the prior year. Contributing to the overall decrease was a decrease in the net pension liability. Offsetting the decrease was an increase in bonds payable due to the issuance of refunding bonds. Using This Annual Report This annual report consists of a series of financial statements. The Statement of Net Position and the Statement of Activities provide information about the activities of the City as a whole and present a longer-term view of the City’s finances. For governmental activities, the fund financial statements tell how these services were financed in the short term as well as what remains for future spending. Fund financial statements also report the City’s operations in more detail than the government-wide statements by providing information about the City’s most significant funds. The remaining statements provide financial information about activities for which the City acts solely as a trustee or agent for the benefit of those outside of the government. Reporting the City as a Whole The Statement of Net Position and the Statement of Activities One of the most important questions asked about the City’s finances is “Is the City as a whole better off or worse off as a result of the year’s activities?” The Statement of Net Position and the Statement of Activities report information about the City as a whole and about its activities in a way that helps answer this question. These statements include all assets, deferred outflows of resources, liabilities and deferred inflows of resources using the accrual basis of accounting, which is similar to the accounting used by most private-sector companies. All of the current year’s revenues and expenses are taken into account regardless of when cash is received or paid. 22 City of Eden Prairie, Minnesota Management’s Discussion and Analysis These two statements report the City’s net position and changes in them. You can think of the City’s net position – the difference between assets, deferred outflows of resources, liabilities, and deferred inflows of resources – as one way to measure the City’s financial health, or financial position. Over time, increases or decreases in the City’s net position is one indicator of whether its financial health is improving or deteriorating. You will need to consider other nonfinancial factors, however, such as changes in the City’s property tax base and the condition of the City’s roads, to assess the overall health of the City. In the Statement of Net Position and the Statement of Activities, we divide the City into two kinds of activities: • Governmental Activities – Most of the City’s basic services are reported here, including general government, public safety, public works, and parks and recreation. Property taxes, charges for services, and capital grants and contributions finance most of these activities. • Business-type Activities – The City charges a fee to customers to help it cover all or most of the cost of certain services it provides. The City’s utility system (Water, Wastewater and Stormwater Funds) and liquor operations are reported here. Reporting the City’s Most Significant Funds Fund Financial Statements The fund financial statements provide detailed information about the most significant funds – not the City as a whole. Some funds are required to be established by State law and by bond covenants. However, the City Council establishes many other funds to help it control and manage money for particular purposes or to show that it is meeting legal responsibilities for using certain grants and other money. The City’s two kinds of funds – governmental and proprietary – use different accounting approaches. • Governmental funds – Most of the City’s basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year-end that are available for spending. These funds are reported using an accounting method called modified accrual accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the City’s general government operations and the basic services it provides. Governmental fund information helps to determine whether there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. We describe the relationship between governmental activities (reported in the Statement of Net Position and the Statement of Activities) and governmental funds in a reconciliation provided after the fund financial statements. • Proprietary funds – When the City charges customers for the services it provides – these services are generally reported in proprietary funds. Proprietary funds are reported in the same way that all activities are reported in the Statement of Net Position and the Statement of Activities. 23 City of Eden Prairie, Minnesota Management’s Discussion and Analysis The City of Eden Prairie maintains two different types of proprietary funds. • Enterprise funds are the same as the business-type activities reported in the government-wide statements but provide more detail and additional information, such as cash flows. • Internal service funds are an accounting device used to accumulate and allocate costs internally among the City’s various functions. The City uses internal service funds to account for activities pertaining to employee benefits, workers compensation, personal time off accruals, property insurance, facilities, fleet services, and information technology. The City as Trustee Reporting the City’s Fiduciary Responsibilities All of the City’s fiduciary activities are reported in a separate Statement of Fiduciary Net Position and Statement of Changes in Fiduciary Net Position. The City is fiduciary for resources collected and owed to others including developers and governmental agencies. We exclude these activities from the City’s other financial statements because the City cannot use these assets to finance operations. The City is responsible for ensuring that the assets reported in these funds are used for their intended purposes. The accounting used for fiduciary funds is much like that used for proprietary funds. The City as a Whole The City’s combined net position increased from $412,844,057 to $427,734,710 and maintained its financial position. A large part of this increase was due to positive general fund performance and the issuance of debt in December 2021. In 2020 the City received federal funds of $4,821,082 as part of the CARES ACT and in 2021 received $3,723,700 in American Recovery Plan funding which was used to reimburse General Fund costs related to the Coronavirus Disease (COVID-19). In addition the General Fund had positive performance in licenses and permits, property tax revenue, and charges for services. By far the largest portion of the City of Eden Prairie’s net position, $323,996,823 (approximately 76%) reflects its investment in capital assets (e.g. land, buildings, machinery, and equipment) less any related debt used to acquire those assets that is still outstanding. The City of Eden Prairie uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City’s investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. An additional portion of the City’s net position $16,430,792 (approximately 4%), represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net position, $87,307,095 (approximately 20%), may be used to meet the City’s ongoing obligations to citizens and creditors. At the end of the current fiscal year, the City is able to report positive balances in all of the categories of net position reported for the government as a whole. 24 City of Eden Prairie, Minnesota Management’s Discussion and Analysis The following schedule provides a summary of the City’s net position as of December 31, 2021 (in thousands): Key elements of these changes are shown on the following page. 25 City of Eden Prairie, Minnesota Management’s Discussion and Analysis 26 City of Eden Prairie, Minnesota Management’s Discussion and Analysis Governmental Activities Revenue by Source • For the year, property taxes totaled $40,478,282 which is an increase of $613,400 or 1.5% from 2020. For 2021, the City budgeted for a 2.8% increase in property taxes. The increase in taxes was less than what was budgeted due to the change in delinquent taxes owing. • Charges for services increased by $4,338,257 or 51.9% from 2020 due mainly to increased park and recreation fees and building permits. • Operating grants and contributions decreased due to federal funds of $3,723,701 received in 2021 as compared to $4,821,082 received in 2020 as part of the CARES ACT which was used to respond to the Coronavirus Disease (COVID-19). • Capital grants and contributions were consistent with 2020. 27 City of Eden Prairie, Minnesota Management’s Discussion and Analysis Expenses by Program Business-type Activities For the business-type activities, charges for services accounts for 95% of revenues. The Water Fund, Wastewater Fund and Stormwater Fund had a change to net position of $(1,326,229), $218,394 and $955,680. The water fund’s decrease in net position is mainly due to expenses associated with the 28 City of Eden Prairie, Minnesota Management’s Discussion and Analysis water meter change out project. The Wastewater Fund and Stormwater Fund’s increased net position is due to increased rates. The Liquor operations had a positive change in net position of $201,216. 29 City of Eden Prairie, Minnesota Management’s Discussion and Analysis The City’s Funds The General fund is the chief operating fund of the City of Eden Prairie. Fund balance increased by $3,017,088. The City was able to maintain balances in accordance with its fund balance policy. Nonspendable Balances The balances classified as nonspendable consist of balances that are not in spendable form, such as prepaid assets. Restricted Balances The balances classified as restricted consist of balances related to externally imposed constraints established by creditors, grantors/contributors, or state statutory provisions. Unassigned Balances The unassigned fund balance consists of the residual classification for the general fund. The City maintained an unassigned fund balance in accordance with the City’s fund balance policy. 30 City of Eden Prairie, Minnesota Management’s Discussion and Analysis Other Major Funds The GO Tax Abate 2014A/20A fund balance increased by $13,156,681 in 2021. Revenue of $1,380,935 was collected which consisted mainly of general property taxes. There was also $11,940,000 of debt issued to refund the GO Tax Abatement Bonds 2014A, which will be refunded in 2022. The Public Improvement Construction fund balance decreased by $2,263,930 in 2021. Revenue of $172,345 was collected which consisted mainly of special assessments. Construction costs include Pioneer Trail, Preserve Blvd, and West 70th Street. These projects will be repaid with future special assessments, grants and state aid. There was also a transfer out of $2M for the Duck Lake Road project. The Capital Improvement Maintenance fund balance increased by $5,053,992 in 2021. Revenue of $2,339,141 was collected which consists mainly of general property taxes and building rental income. Expenditures for the year include SCBA equipment, Miller Park lighting, ballfield fencing replacement, and LUCAS replacement. Transfers in include $800,000 and $3,196,462 respectively from the Liquor fund and General fund due to positive operating results. There was also $2,000,000 transferred in from the Shady Oak Road North fund to assist with capital improvements. $450,000 was transferred out for the Capital Improvement/Maintenance’s Fund share of trail maintenance. The Shady Oak Road North fund balance decreased by $1,831,674 in 2021. The Shady Oak Road North project reconstructed Shady Oak Road from Rowland Road through the Highway 62 interchange. Revenue of $1,691,829 was collected consisting mainly of special assessments. This project is substantially complete and is expected to be closed out in 2022. The Eden Prairie Road fund increased by $625,884. Revenue of $46,833 was collected which consisted mainly of special assessments. The Eden Prairie Road project reconstructed Eden Prairie Road and also adds a new creek crossing at Riley Creek. This project was closed in 2021. The Eden Prairie Rd Connect to Flying Cloud decreased by $85,892. Special Assessments of $34,034 were collected. This project is for the construction of road from Frederick Place to north of Riley Creek. This project will be repaid with future special assessments and transfers from the utility funds. The General LRT fund increased by $776,338. Revenues of $4,353,577 were collected which consisted of the City’s share of a Federal Transit grant managed by the Metropolitan Council, and a Hennepin County grant for Town Center Station. Expenditures in this fund are for construction related to the Light Rail Transit line. The fund deficit will be covered by future transfers from other funds contributing to the project. The SWLRT construction in the City is expected to be completed in 2023. Passenger service on the Light Rail is projected to begin in 2027 due to construction challenges in neighboring cities. The City’s proprietary funds provide the same type of information found in the government-wide financial statements, but in more detail. 31 City of Eden Prairie, Minnesota Management’s Discussion and Analysis Water fund sales through December 31, 2021 totaled $10,682,945, which is an increase of $1,695,581 or 18.9% from 2020. Water usage increased from 2.2 billion gallons to 2.4 billion gallons. The change in sales can be attributed to the increase in consumption and an increase in rates. Wastewater fund sales through December 31, 2021 totaled $7,460,750, which is an increase of $564,986 or 8.2% from 2020. Sewer usage increased from 1.3 billion gallons to 1.4 billion gallons. The change in sales can be attributed to the increase in consumption and an increase in rates. Stormwater fund sales through December 31, 2021 totaled $3,631,369, which is an increase of $254,584 or 7.5% from 2020. The increase is due to the rate increase. Liquor operations profit of $800,000 was transferred to the Capital Improvement Maintenance Fund. Sales totaled $11,642,288 which is an increase of $179,218 or 1.5% over 2020. The operation continues to provide value to customers and maintain customer loyalty. Budgetary Highlights The net change in fund balance to the General fund was $3,017,088. Revenues of $53,764,269 were recorded which is $4,085,022 more than budgeted. Charges for services underperformed due to COVID-19. Community Center memberships are still steadily rebuilding as we continue to navigate the ups and downs of the pandemic. Property tax revenue and licenses and permits performed better than expected. Total expenditures equaled $47,954,246 or 96% of the budget. All departments have spent less than 100% of the amounts budgeted. Due to the positive General Fund performance, $3,196,462 was transferred to the Capital Improvement and Maintenance Fund to support the Capital Improvement program. Capital Assets and Debt Administration Capital Assets At the end of 2021, the city had $347 million invested in capital assets. Major capital assets added during the current fiscal year by fund include the following: 2021 Fund Project Name Additions Fleet Capital Vehicle and Equipment Replacements 1,532,683$ Duck Lake Road Duck Lake Road Reconstruction 433,068 Capital Improvement Riley Lake Playground 381,377 Water Capital New Ground Storage Reservoir & Pump Station 349,276 Total 2,696,404$ 32 City of Eden Prairie, Minnesota Management’s Discussion and Analysis Capital Assets (net of depreciation, in thousands) The City has chosen to maintain infrastructure using the modified approach. This means the City does not depreciate the cost of infrastructure but maintains the system at a “very good condition” level or higher. Additional information on the modified approach can be found in Note 1 of this report and additional information on the City’s capital assets can be found in Note 4 of this report. The City’s policy is to achieve an average rating of 70 (very good condition) for all streets and trails. In the summer of 2019, the City conducted a physical condition assessment. This assessment will be performed every three years. As of December 31, 2019, the City’s infrastructure system was rated at a Pavement Condition Index (PCI) of 84.4%, which is higher than the City’s policy level. The City’s infrastructure is constantly deteriorating resulting from the following factors: (1) traffic using the system; (2) the sun’s ultra-violet rays drying out and breaking down the top layer of pavement; (3) utility company/private development trenching operations; (4) water damage from natural precipitation; and (5) frost heave. The City is continuously taking actions to prolong the life of the system through short-term maintenance activities such as pothole patching, crack sealing, seal coating, and overlaying. The City expended $3,562,681 on infrastructure maintenance for the year ending December 31, 2021. These expenditures delayed deterioration; however, the overall condition of the system was not improved through these maintenance expenditures. The City has estimated that the amount of annual expenditures required to maintain the City’s infrastructure at the average PCI rating of very good is approximately $3,800,000. Debt At year-end, the City had approximately $68 million in bonds and other long-term liabilities outstanding versus $69 million last year. Long term liabilities decreased due to a decrease in the net pension liability. This was offset by an increase in debt as $12M of refunding bonds were issued that were paid off in 2022 and $5M of water revenue bonds were issued for the meter change out program. Refer to Note 11. 2021 2020 2021 2020 2021 2020 Land & Land Improv.34,691$ 34,342$ 1,364$ 1,115$ 36,055$ 35,457$ Infrastructure 139,189 137,574 - - 139,189 137,574 Work in Progress 2,362 4,175 55 8,508 2,417 12,683 Distribution System - - 88,414 85,253 88,414 85,253 Buildings 47,184 49,456 20,751 22,099 67,935 71,555 Leasehold Improvements - 1 - - - 1 Machinery & Equipment 513 630 3,015 3,401 3,528 4,031 Autos 4,422 3,569 271 184 4,693 3,753 Other Assets 3,948 4,175 1,029 - 4,977 4,175 Total 232,309$ 233,922$ 114,899$ 120,560$ 347,208$ 354,482$ Governmental Activities Business-type Activities Total 33 City of Eden Prairie, Minnesota Management’s Discussion and Analysis Economic Factors and Next Year’s Budgets The City’s elected officials consider many factors when adopting the budget and determining fees for service and fees that will be charged for the business-type activities. These factors include service levels, the tax impact on the median value home, commercial/industrial and household growth, and inflation. Currently, the 2022 general fund budgeted appropriations are $52,664,390 which is an increase of $2,561,916 or 5% from the 2021 budget. The City has a balanced budget for 2022. We expect charges for services to rebound in the next few years back to pre-pandemic amounts. In addition, we expect positive license and permit revenue. Contacting the City’s Financial Management This financial report is designed to provide a general overview of the City’s finances for those interested in the government’s finances. If you have questions about this report or need additional financial information, contact the Finance Division at City of Eden Prairie, 8080 Mitchell Road, Eden Prairie, MN 55344. 34 GOVERNMENT -WIDE STATEMENTS 35 City of Eden Prairie, Minnesota Statement of Net Position December 31, 2021 Governmental Business-type Activities Activities Total ASSETS Cash and Investments $102,661,442 $38,697,948 $141,359,390 Receivables Accounts 2,512,016 4,208,861 6,720,877 Interest 244,565 94,079 338,644 Due From Other Governments 3,193,415 30,913 3,224,328 Unremitted Taxes 275,206 - 275,206 Delinquent Taxes 296,428 - 296,428 Unremitted Special Assessments 1,032 3,491 4,523 Delinquent Special Assessments 3,909 361,043 364,952 Special Assessments 2,940,950 667,453 3,608,403 Unavailable Special Assessments 1,319,588 289,960 1,609,548 Inventory 151,498 1,066,979 1,218,477 Net Pension Asset 3,929,445 - 3,929,445 Prepaid Items 731,985 415,316 1,147,301 Land Held for Resale 703,000 - 703,000 Capital Assets Nondepreciable Land 22,167,497 1,065,566 23,233,063 Infrastructure 139,189,479 - 139,189,479 Work in Progress 2,361,968 55,043 2,417,011 Depreciable Buildings, Property and Equipment, Net 68,589,815 113,778,084 182,367,899 Total Assets 351,273,238 160,734,736 512,007,974 DEFERRED OUTFLOWS OF RESOURCES Other Post Employment Benefits 394,839 34,888 429,727 Pensions 15,821,097 1,851,656 17,672,753 Total Deferred Outflows of Resources 16,215,936 1,886,544 18,102,480 Total Assets and Deferred Outflows of Resources 367,489,174 162,621,280 530,110,454 Primary Government 36 City of Eden Prairie, Minnesota Statement of Net Position December 31, 2021 Governmental Business-type Activities Activities Total LIABILITIES Accounts and Contracts Payable 2,918,070 1,801,710 4,719,780 Salaries Payable 952,632 170,314 1,122,946 Investment Interest Payable 9,854 - 9,854 Interest Payable 285,796 34,840 320,636 Due to Other Governments 334,438 436,717 771,155 Unearned Revenue 780,338 8,396 788,734 Total Other Post Employment Benefits Liability Due in More Than One Year 2,899,108 232,725 3,131,833 Net Pension Due in More Than One Year 13,136,094 2,615,649 15,751,743 Bonds Payable Due Within One Year 15,796,000 350,000 16,146,000 Due in More Than One Year 19,354,629 11,324,835 30,679,464 Compensated Absences Due Within One Year 1,123,060 186,118 1,309,178 Due in More Than One Year 1,269,586 210,401 1,479,987 Total Liabilities 58,859,605 17,371,705 76,231,310 DEFERRED INFLOWS OF RESOURCES Other Post Employment Benefits 197,445 17,412 214,857 Pensions 23,506,359 2,423,218 25,929,577 Total Deferred Inflows of Resources 23,703,804 2,440,630 26,144,434 Total Liabilities and Deferred Inflows 82,563,409 19,812,335 102,375,744 NET POSITION Net Investment in Capital Assets 209,098,130 114,898,693 323,996,823 Restricted for Perpetual Care, Nonexpendable 182,519 - 182,519 Restricted for Debt Service 6,277,374 - 6,277,374 Restricted for Tax Increment 3,492,926 - 3,492,926 Restricted for Police 127,835 - 127,835 Restricted for Public Works 2,524,734 - 2,524,734 Restricted for Parks and Recreation 3,781,540 - 3,781,540 Restricted for Historical and Cultural 43,864 - 43,864 Unrestricted 59,396,843 27,910,252 87,307,095 Total Net Position $284,925,765 $142,808,945 $427,734,710 Primary Government 37 City of Eden Prairie, Minnesota Statement of Activities For the Year Ended December 31, 2021 Program Revenue Operating Capital Charges for Grants and Grants and Expenses Services Contributions Contributions FUNCTIONS/PROGRAMS Primary Government Governmental Activities Administration $4,679,960 $1,109,882 $3,737,355 $- Community Development 5,198,300 124,707 579,557 - Police 14,150,218 989,466 883,199 121,513 Fire 6,474,736 4,696,599 670,785 - Public Works 14,706,067 214,521 500,000 10,471,834 Parks and Recreation 15,218,460 5,559,244 138,818 44,422 Interest on Long Term Debt 776,922 - - - Total Governmental Activities 61,204,663 12,694,419 6,509,714 10,637,769 Business-Type Activities Water 12,433,736 10,682,945 21,476 1,357,329 Wastewater 7,504,396 7,460,750 - 394,281 Stormwater 2,894,253 3,631,369 41,054 824 Liquor 10,926,186 11,923,359 5,655 - Total Business-Type Activities 33,758,571 33,698,423 68,185 1,752,434 Total Primary Government $94,963,234 $46,392,842 $6,577,899 $12,390,203 General Revenues Taxes Property Taxes, Levied for General Purposes Property Taxes, Levied for Debt Service Tax Increment Grants and Contributions Not Restricted to Specific Programs Investment Income Transfers Total General Revenues and Transfers Change in Net Position Net Position - Beginning Net Position - Ending 38 Net (Expense) Revenue and Changes in Net Position Governmental Business-type Activities Activities Total $167,277 $- $167,277 (4,494,036) - (4,494,036) (12,156,040) - (12,156,040) (1,107,352) - (1,107,352) (3,519,712) - (3,519,712) (9,475,976) - (9,475,976) (776,922) - (776,922) (31,362,761) - (31,362,761) - (371,986) (371,986) - 350,635 350,635 - 778,994 778,994 - 1,002,828 1,002,828 - 1,760,471 1,760,471 (31,362,761) 1,760,471 (29,602,290) 37,946,960 - 37,946,960 2,531,322 - 2,531,322 2,681,357 - 2,681,357 1,836,431 - 1,836,431 (335,188) (167,939) (503,127) 1,611,396 (1,611,396) - 46,272,278 (1,779,335) 44,492,943 14,909,517 (18,864) 14,890,653 270,016,248 142,827,809 412,844,057 $284,925,765 $142,808,945 $427,734,710 39 This page is intentionally left blank 40 FUND FINANCIAL STATEMENTS 41 City of Eden Prairie, Minnesota Balance Sheet Governmental Funds December 31, 2021 General Obligation Public Capital Shady Oak Tax Abatement Improvement Improvement Road General Bonds 2014A/20A Construction Maintenance North ASSETS Cash and Investments $30,550,473 $14,371,393 $- $22,986,400 $681,383 Receivables Accounts 420,570 - - - - Interest 70,969 1,314 5,733 60,779 8,740 Due From Other Governments 60,339 - 424 2,976,908 - Unremitted Taxes 255,675 8,740 - 2,668 - Delinquent Taxes 293,345 - - 3,083 - Unremitted Special Assessments - - 621 - - Delinquent Special Assessments 2,448 - 1,024 247 - Deferred Special Assessments 9,553 - 196,738 143,310 - Special Deferred Special Assessments - - 159,706 61,582 - Due From Other Funds - - - 2,025,756 - Prepaid Items 187,378 - - 36,696 - Land Held for Resale - - - - - Notes Receivable - - - - - Total Assets $31,850,750 $14,381,447 $364,246 $28,297,429 $690,123 LIABILITIES Accounts and Contracts Payable $1,136,470 $292 $156,509 $99,037 $10,126 Salaries Payable 866,135 - - - - Investment Interest Payable - - - - - Due to Other Governments 52,893 - - - - Due to Other Funds - - 293,839 - - Unearned Revenue 125,902 - - 191,194 - Total Liabilities 2,181,400 292 450,348 290,231 10,126 DEFERRED INFLOWS OF RESOURCES Unavailable Revenue 44,091 - - - - Unavailable Revenue - State Shared Taxes - - - 2,976,908 - Unavailable Revenue-Property Taxes 293,345 - - 3,083 - Unavailable Revenue-Special Assessments 12,001 - 357,468 205,139 - Total Deferred Inflows of Resources 349,437 - 357,468 3,185,130 - FUND BALANCES Nonspendable 187,378 - - 36,696 - Restricted - 14,381,155 - - 679,997 Assigned - - - 24,785,372 - Unassigned 29,132,535 - (443,570) - - Total Fund Balance 29,319,913 14,381,155 (443,570) 24,822,068 679,997 Total Liabilities, Deferred Inflows of Resources, and Fund Balance $31,850,750 $14,381,447 $364,246 $28,297,429 $690,123 Capital ProjectsDebt Service 42 City of Eden Prairie, Minnesota Balance Sheet Governmental Funds December 31, 2021 ASSETS Cash and InvestmentsReceivables Accounts InterestDue From Other GovernmentsUnremitted Taxes Delinquent Taxes Unremitted Special AssessmentsDelinquent Special AssessmentsDeferred Special Assessments Special Deferred Special Assessments Due From Other Funds Prepaid ItemsLand Held for Resale Notes ReceivableTotal Assets LIABILITIES Accounts and Contracts Payable Salaries Payable Investment Interest PayableDue to Other GovernmentsDue to Other Funds Unearned Revenue Total Liabilities DEFERRED INFLOWS OF RESOURCES Unavailable Revenue Unavailable Revenue - State Shared Taxes Unavailable Revenue-Property Taxes Unavailable Revenue-Special Assessments Total Deferred Inflows of Resources FUND BALANCES Nonspendable Restricted Assigned UnassignedTotal Fund Balance Total Liabilities, Deferred Inflows of Resources, and Fund Balance Eden Eden Prairie Rd Other Total Prairie Connect to General Governmental Governmental Road Flying Cloud LRT Funds Funds $- $- $- $20,093,475 $88,683,124 - - - 889,932 1,310,502 - - - 54,968 202,503 - - - 154,053 3,191,724 - - - 8,123 275,206 - - - - 296,428 - - - 411 1,032 - - - 190 3,909 - 267,576 - 2,323,773 2,940,950 - 157,185 - 941,115 1,319,588 - - - 3,197 2,028,953 - - - 47,193 271,267 - - - 703,000 703,000 - - - 1,145,001 1,145,001 $- $424,761 $- $26,364,431 $102,373,187 $- $29,019 $14,093 $610,215 $2,055,761 - - - 11,595 877,730 - 5,308 - 4,546 9,854 - - - 75,222 128,115 - 1,731,917 - 3,197 2,028,953 - - - 401,534 718,630 - 1,766,244 14,093 1,106,309 5,819,043 - - - 650 44,741 - - - - 2,976,908 - - - - 296,428 - 424,761 - 3,265,078 4,264,447 - 424,761 - 3,265,728 7,582,524 - - - 229,712 453,786 - - - 11,793,584 26,854,736 - - - 9,972,455 34,757,827 - (1,766,244) (14,093) (3,357) 26,905,271 - (1,766,244) (14,093) 21,992,394 88,971,620 $- $424,761 $- $26,364,431 $102,373,187 Capital Projects 43 This page is intentionally left blank 44 City of Eden Prairie, Minnesota Governmental Funds Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position December 31, 2021 Amounts Reported for Governmental Activities in the Statement of Net Position are Different Because: Total Fund Balance - Governmental Funds $88,971,620 1.Capital assets used in Governmental Activities are not financial resources and therefore are not reported as assets in governmental funds. Cost of Capital Assets 277,086,477 Less Accumulated Depreciation (50,963,316) 2.Long term liabilities, including bonds payable, are not due and payable in the current period and therefore are not reported as liabilities in the funds. Long-term liabilities at year end consist of: Bond Principal Payable Net (35,150,629) 3.The City's net pension liability, net pension asset and related deferred outflows and inflows of resources are recorded only on the Statement of Net Position Balances at year end are: Net Pension Asset 3,929,445 Deferred Outflows of Resources related to pensions 15,821,097 Net Pension Liability (13,136,094) Deferred Inflows of Resources related to pensions (23,506,359) 4.Taxes and special assessment receivable will be collected in future years, but are not available soon enough to pay for the current period's expenditures and therefore are deferred in the funds.4,560,875 5.Receivable will be collected in future years, but are not available soon enough to pay for the current period's expenditures and therefore are deferred in the funds.3,021,649 6.Governmental funds do not report a liability for accrued interest on long-term debt until due and payable.(285,796) 7.Internal Service Funds are used by management to charge the costs of employee benefits to individual funds. The assets and liabilities of the Internal Service Fund are included in Governmental Activities in the Statement of Net Position.14,216,932 8.Internal Service Funds are used by management to charge the costs of employee benefits to individual funds. The assets and liabilities of the Internal Service Fund are included in Business-type Activities in the Statement of Net Position.359,864 Net Position - Governmental Activities $284,925,765 45 City of Eden Prairie, Minnesota Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds For the Year Ended December 31, 2021 General Obligation Public Capital Shady OakTax Abatement Improvement Improvement Road General Bonds 2014A/21A Construction Maintenance NorthREVENUES General Property Taxes $37,795,569 $1,383,633 $- $397,307 $- Special Assessments 10,201 - 135,884 15,337 1,688,647 Penalties and Interest 30,416 - - - - Licenses and Permits 5,858,459 - - - - Intergovernmental Revenue 5,353,219 - 31,320 - - Charges for Services 4,156,921 - - - - Fines and Forfeits 319,990 - - - - Investment Income (128,825) (2,698) 5,141 (21,339) 3,182 Rental - - - 1,763,629 - Other 368,319 - - 184,207 - Total Revenues 53,764,269 1,380,935 172,345 2,339,141 1,691,829 EXPENDITURES CurrentAdministration 4,652,491 - - - - Community Development 2,304,990 - - - - Police 16,145,234 - - - - Fire 6,421,157 - - - - Public Works 6,026,323 - - - - Parks and Recreation 12,343,285 - - - - Capital OutlayAdministration - - - 20,154 - Police - - - 176,550 - Fire - - - 1,093,305 - Public Works - - 379,418 118,636 294,037 Parks and Recreation - - - 1,422,966 - Debt Service Principal 59,611 910,000 - - - Interest 1,155 478,562 - - - Bond Interest Costs - 122,517 - - - Fiscal Agent Fees - 692 - - - Total Expenditures 47,954,246 1,511,771 379,418 2,831,611 294,037 Excess of Revenues Over (Under) Expenditures 5,810,023 (130,836) (207,073) (492,470) 1,397,792 OTHER FINANCING SOURCES (USES) Refunding Debt Issued - 11,940,000 - - - Payment to Refunded Bond - - - - - Premium - 1,347,517 - - - Transfers In 423,527 - - 5,996,462 - Transfers Out (3,216,462) - (2,056,857) (450,000) (3,229,466) Total Other Financing Sources (Uses)(2,792,935) 13,287,517 (2,056,857) 5,546,462 (3,229,466) Net Change in Fund Balances 3,017,088 13,156,681 (2,263,930) 5,053,992 (1,831,674) Fund Balance (Deficit) - Beginning 26,302,825 1,224,474 1,820,360 19,768,076 2,511,671 Fund Balance (Deficit) - Ending $29,319,913 $14,381,155 $(443,570) $24,822,068 $679,997 Capital ProjectsDebt Service 46 City of Eden Prairie, Minnesota Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds For the Year Ended December 31, 2021 REVENUES General Property Taxes Special AssessmentsPenalties and InterestLicenses and Permits Intergovernmental RevenueCharges for Services Fines and ForfeitsInvestment Income RentalOther Total Revenues EXPENDITURES CurrentAdministrationCommunity Development PoliceFire Public WorksParks and Recreation Capital OutlayAdministrationPolice FirePublic Works Parks and RecreationDebt Service PrincipalInterest Bond Interest CostsFiscal Agent FeesTotal Expenditures Excess of Revenues Over (Under) Expenditures OTHER FINANCING SOURCES (USES) Refunding Debt Issued Payment to Refunded BondPremium Transfers InTransfers OutTotal Other Financing Sources (Uses) Net Change in Fund Balances Fund Balance (Deficit) - Beginning Fund Balance (Deficit) - Ending Eden Eden Prairie Rd Other TotalPrairieConnect to General Governmental Governmental Road Flying Cloud LRT Funds Funds $- $- $- $4,028,436 $43,604,945 41,492 34,034 - 615,784 2,541,379 - - - - 30,416 - - - 3,348,788 9,207,247 - - 4,362,235 1,430,103 11,176,877 - - - 1,523,649 5,680,570 - - - 3,975 323,965 5,341 4,977 (8,658) (136,316) (279,195) - - - 78,921 1,842,550 - - - 124,100 676,626 46,833 39,011 4,353,577 11,017,440 74,805,380 - - - - 4,652,491 - - - 3,094,347 5,399,337 - - - 187,566 16,332,800 - - - - 6,421,157 - - - 181,589 6,207,912 - - - 17,500 12,360,785 - - - 25,833 45,987 - - - - 176,550 - - - - 1,093,305 - 124,903 4,001,511 4,544,542 9,463,047 - - - 22,313 1,445,279 - - - 3,987,237 4,956,848 - - - 208,439 688,156 - - - - 122,517 - - - 14,510 15,202 - 124,903 4,001,511 12,283,876 69,381,373 46,833 (85,892) 352,066 (1,266,436) 5,424,007 - - - - 11,940,000 - - - (6,035,000) (6,035,000) - - - - 1,347,517 579,051 - 424,272 3,930,533 11,353,845 - - - (1,077,833) (10,030,618) 579,051 - 424,272 (3,182,300) 8,575,744 625,884 (85,892) 776,338 (4,448,736) 13,999,751 (625,884) (1,680,352) (790,431) 26,441,130 74,971,869 $- $(1,766,244) $(14,093) $21,992,394 $88,971,620 Capital Projects 47 City of Eden Prairie, Minnesota Reconciliation of the Statement of Revenues and Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended December 31, 2021 Total net change in fund balances - governmental funds $13,999,751 Amounts Reported for Governmental Activities in the Statement of Activities are Different Because: Capital outlays are reported in Governmental Funds as expenditures. However, in the Statement of Activities, the cost of those assets is allocated over the estimated useful life's as depreciation expense. Capital Outlays 1,475,226 Depreciation Expense (3,874,236) The net effect of the disposal of capital assets Contributed from Enterprise funds 288,169 Disposals (1,370,648) Accumulated Depreciation on Disposals 1,265,314 Principal payments of long-term debt consumes the current financial resources of Governmental Funds, However they have no effect on Net Position.4,910,611 Interest on long-term debt in the statement of activities differs from the amount reported in the Governmental Funds because interest is recognized as an expenditure in the funds when it is due thus requires use of current financial resources. In the Statement of Activities, however interestexpense is recognized as the interest accrues, regardless of when it is due.83,150 The issuance of long-term debt provides current financial resources to Governmental Funds and has no effect on Net Position. These amounts are reported in the Governmental Funds as a source of financing. These amounts are not shown as revenue in the Statement of Activities, but rather constitute long-term liabilities in the Statement of Net Position.(11,940,000) Governmental Funds report debt issuance premiums and discounts as another financing source or use at the time of issuance. Premiums and discounts are reported as an unamortized asset or liabilityin the Government-wide financial statements. Premiums (1,347,517) Amortization of Premiums/Discounts 105,935 Debt service bonds were refunded during the year. The amount paid off with the new funding is reported in the governmental funds as a use of financing. However, the payments are not expenditures in the statement of activities, but rather a reduction on long-term liabilities in the statement of net position.6,035,000 Refunding losses are recognized when paid in the governmental funds but amortized over the life of thedebt in the Statement of Activities.(93,895) Taxes and special assessments receivable will be collected in future years, but are not available soon enough to pay for the current period's expenditures, and therefore are deferred in the funds.(2,726,748) Receivable will be collected in future years, but are not available soon enough to pay for the current period's expenditures, and therefore are deferred in the funds.2,481,124 Some pension expenses reported in the Statement of Activities do not require the use of current financial resources and, therefore are not reported as expenditures. Change in Net Pension Asset/Liability and Related Deferred Outflows/Inflows of Resources 4,495,013 Internal Service Funds are used by management to charge the costs of employee benefits to individual funds. The net revenue of these activities is reported in Governmental Activities.1,055,343 Internal Service Funds are used by management to charge the costs of employee benefits to individual funds. The net revenue of these activities is reported in Business Type Activities.67,925 Change in Net Position - Governmental Activities $14,909,517 48 City of Eden Prairie, Minnesota General Fund Statement of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual For the Year Ended December 31, 2021 With Comparative Actual Amounts For the Year Ended December 31, 2020 2020 Budget Budget Variance Original Final Actual Over/(Under)Actual REVENUES Taxes and Special Assessments General Property Taxes and Assessments $37,300,260 $37,300,260 $37,805,770 $505,510 $36,268,110 Penalties and Interest 25,000 25,000 30,416 5,416 15,264 Total Taxes and Special Assessments 37,325,260 37,325,260 37,836,186 510,926 36,283,374 Licenses and Permits Liquor, Beer and Wine Licenses 316,000 316,000 293,205 (22,795) 285,706 Other Licenses 44,200 44,200 32,999 (11,201) 56,752 Building Permits and Fees 2,381,880 2,381,880 4,409,481 2,027,601 3,578,799 Cable TV 791,000 791,000 782,619 (8,381) 771,194 Other Permits Inspection Fees 175,000 175,000 159,983 (15,017) 158,108 Non-Development Fire Permits 107,000 107,000 136,923 29,923 106,457 Other 40,700 40,700 43,249 2,549 39,856 Total Licenses and Permits 3,855,780 3,855,780 5,858,459 2,002,679 4,996,872 Intergovernmental RevenuePolice Pension Aid 565,500 565,500 593,687 28,187 609,592 Fire Relief Association Aid 457,742 457,742 511,566 53,824 493,363 School Liaison 120,430 120,430 120,430 - 120,430 Police Training 65,000 65,000 65,944 944 61,159 Fire Training 22,550 22,550 151,758 129,208 22,558 Grants 59,000 59,000 3,900,846 3,841,846 4,921,968 Local Performance Aid 9,000 9,000 8,988 (12) 9,039 Total Intergovernmental Revenue 1,299,222 1,299,222 5,353,219 4,053,997 6,238,109 Charges for Services Public Safety 159,604 159,604 138,747 (20,857) 113,511 Recreation Community Center 5,145,451 5,145,451 3,060,429 (2,085,022) 2,148,566 Youth Programs 455,500 455,500 424,309 (31,191) 61,792 Organized Athletics 233,500 233,500 176,347 (57,153) 64,633 Senior Center 90,150 90,150 24,153 (65,997) 6,437 Outdoor Center 90,090 90,090 64,129 (25,961) 2,207 Arts Center 98,900 98,900 127,412 28,512 37,485 Park Facilities 82,000 82,000 61,864 (20,136) 13,849 Oak Point Pool & Beaches 600 600 - (600) 26 Park Maintenance 43,300 43,300 38,285 (5,015) 12,455 Therapeutic Recreation 38,000 38,000 17,235 (20,765) 986 Arts 26,300 26,300 21,911 (4,389) 1,783 Special Events 5,600 5,600 2,100 (3,500) 1,156 Total Recreation 6,309,391 6,309,391 4,018,174 (2,291,217) 2,351,375 Total Charges for Services 6,468,995 6,468,995 4,156,921 (2,312,074) 2,464,886 Fines and Forfeits 417,000 417,000 319,990 (97,010) 230,341 Investment Income 150,000 150,000 (128,825) (278,825) 536,716 Other 162,990 162,990 368,319 205,329 253,315 Total Revenues $49,679,247 $49,679,247 $53,764,269 $4,085,022 $51,003,613 2021 49 City of Eden Prairie, Minnesota General Fund Statement of Revenues, Expenditures and Changed in Fund Balance - Budget and Actual For the Year Ended December 31, 2021 Continued With Comparative Actual Amounts For the Year Ended December 31, 2020 2020 Budget Budget Variance Original Final Actual Over/(Under)Actual EXPENDITURES Current AdministrationLegislative $350,262 $350,262 $409,268 $59,006 $334,746 Office of the City Manager 466,003 466,003 403,166 (62,837) 378,287 Legal Counsel 544,000 544,000 689,483 145,483 531,216 City Clerk 260,214 260,214 223,709 (36,505) 460,278 Communications 651,736 651,736 635,176 (16,560) 624,254 Finance 931,054 931,054 898,946 (32,108) 896,305 Customer Service 408,316 408,316 376,205 (32,111) 356,401 Human Resources 1,107,952 1,107,952 1,016,538 (91,414) 965,623 Total Administration 4,719,537 4,719,537 4,652,491 (67,046) 4,547,110 Community Development Assessing 1,094,161 1,094,161 1,039,814 (54,347) 1,025,996 Planning 638,128 638,128 560,622 (77,506) 586,917 Community Development Administration 257,438 257,438 190,183 (67,255) 317,954 Economic Development 166,376 166,376 166,418 42 158,852 Housing & Community Services 350,292 350,292 347,953 (2,339) 341,893 Total Community Development 2,506,395 2,506,395 2,304,990 (201,405) 2,431,612 Police 16,346,761 16,346,761 16,145,234 (201,527) 15,357,194 FireFire 5,020,287 5,020,287 5,003,837 (16,450) 4,967,012 Inspections 1,301,417 1,301,417 1,287,498 (13,919) 1,254,906 Public Safety Communications 155,979 155,979 129,822 (26,157) 156,420 Total Fire 6,477,683 6,477,683 6,421,157 (56,526) 6,378,338 Public Works Engineering 1,359,850 1,389,850 1,226,075 (163,775) 1,186,460 Street Maintenance 4,189,759 4,189,759 3,962,893 (226,866) 3,947,464 Street Lighting 986,850 986,850 837,355 (149,495) 857,826 Total Public Works 6,536,459 6,566,459 6,026,323 (540,136) 5,991,750 2021 50 City of Eden Prairie, Minnesota General Fund Statement of Revenues, Expenditures and Changed in Fund Balance - Budget and Actual For the Year Ended December 31, 2021 Continued With Comparative Actual Amounts For the Year Ended December 31, 2020 2020 Budget Budget Variance Original Final Actual Over/(Under)Actual 2021 EXPENDITURES (Continued) Current (Continued) Parks and Recreation Park Maintenance 4,426,788 4,426,788 4,313,594 (113,194) 4,097,872 Community Center 5,579,330 5,579,330 4,931,948 (647,382) 4,530,022 Youth Programs 599,138 599,138 565,272 (33,866) 272,241 Senior Center 472,230 472,230 403,205 (69,025) 383,652 Park Administration 455,211 455,211 440,927 (14,284) 416,111 Organized Athletics 269,582 269,582 193,219 (76,363) 173,250 Recreation Administration 371,466 371,466 323,404 (48,062) 287,331 Arts Center 333,318 333,318 376,565 43,247 305,016 Therapeutic Recreation 208,928 208,928 157,932 (50,996) 121,226 Outdoor Center 259,816 259,816 249,905 (9,911) 211,653 Oak Point Pool - - - - 1,554 Arts 151,136 151,136 136,590 (14,546) 77,296 Special Events 137,124 137,124 106,323 (30,801) 30,129 Park Facilities 94,182 94,182 71,150 (23,032) 70,725 Beaches 76,624 76,624 73,251 (3,373) 106,406 Total Parks and Recreation 13,434,873 13,434,873 12,343,285 (1,091,588) 11,084,484 Debt Service Principal 59,611 59,611 59,611 - 58,478 Interest 1,155 1,155 1,155 - 2,287 Total Debt Service 60,766 60,766 60,766 - 60,765 Total Expenditures 50,082,474 50,112,474 47,954,246 (2,158,228) 45,851,253 Excess of Revenues Over (Under) Expenditures (403,227) (433,227) 5,810,023 6,243,250 5,152,360 OTHER FINANCING SOURCES / (USES) Transfers In 423,227 423,227 423,527 300 411,468 Transfers Out (20,000) (20,000)(3,216,462)(3,196,462) (4,696,486) Total Other Financing Sources / (Uses)403,227 403,227 (2,792,935) (3,196,162) (4,285,018) Net Change in Fund Balance $- $(30,000) 3,017,088 $3,047,088 867,342 Fund Balance, January 1 26,302,825 25,435,483 Fund Balance, December 31 $29,319,913 $26,302,825 51 City of Eden Prairie, Minnesota Proprietary Funds Statement of Net Position December 31, 2021 Governmental Activities InternalWaterWastewaterStormwaterLiquorServiceFundFundFundFundTotalsFundASSETS Current Assets:Cash and Investments $21,181,148 $8,761,588 $6,488,795 $2,626,281 $39,057,812 $13,618,454 Receivables:Accounts 1,886,375 1,524,142 792,769 5,575 4,208,861 56,513 Interest 43,417 24,186 18,707 7,769 94,079 42,062 Due From Other Governments 11,172 - 19,741 - 30,913 1,691 Unremitted Special Assessments 3,322 169 - - 3,491 - Delinquent Special Assessments 354,846 6,197 - - 361,043 - Deferred Special Assessments 204,980 307,470 155,003 - 667,453 - Special Deferred Special Assessments 115,984 173,976 - - 289,960 - Inventory - - - 1,066,979 1,066,979 151,498 Prepaid Items 31,867 346,661 4,500 32,288 415,316 460,718 Total Current Assets 23,833,111 11,144,389 7,479,515 3,738,892 46,195,907 14,330,936 Noncurrent AssetsCapital Assets:NondepreciableLand 417,944 - 110,963 536,659 1,065,566 - Work in Progress - - 55,043 - 55,043 212,804 DepreciableProperty, Plant and Equipment 140,693,100 83,585,982 53,113,272 2,628,498 280,020,852 13,977,334 Less Accumulated Depreciation (84,650,720) (52,493,216) (27,536,117) (1,562,715) (166,242,768) (8,004,540) Total Noncurrent Assets 56,460,324 31,092,766 25,743,161 1,602,442 114,898,693 6,185,598 Total Assets 80,293,435 42,237,155 33,222,676 5,341,334 161,094,600 20,516,534 DEFERRED OUTFLOWS OF RESOURCES Other Post Employment Benefits 22,345 5,568 2,289 4,686 34,888 394,839 Pensions 962,861 222,198 222,199 444,398 1,851,656 - Total Deferred Outflows of Resources 985,206 227,766 224,488 449,084 1,886,544 394,839 Total Assets and Deferred Outflows of Resources 81,278,641 42,464,921 33,447,164 5,790,418 162,981,144 20,911,373 LIABILITIES Current Liabilities:Accounts Payable 984,295 61,679 163,627 592,109 1,801,710 862,309 Salaries Payable 89,128 22,364 21,962 36,860 170,314 74,902 Bond Interest Payable 34,840 - - - 34,840 - Due to Other Governments 51,732 250,640 2,280 132,065 436,717 206,323 Unearned Revenue - - - 8,396 8,396 61,708 Current Portion of Bonds Payable 350,000 - - - 350,000 - Current Portion of Compensated Absences 116,053 19,649 14,720 35,696 186,118 1,123,060 Total Current Liabilities 1,626,048 354,332 202,589 805,126 2,988,095 2,328,302 Noncurrent Liabilities:Total Other Postemployment Benefits Liability 143,779 40,233 20,757 27,956 232,725 2,899,108 Net Pension Liability 1,360,138 313,877 313,878 627,756 2,615,649 - Bonds Payable 11,324,835 - - - 11,324,835 - Compensated Absences 131,195 22,213 16,640 40,353 210,401 1,269,586 Total Noncurrent Liabilities 12,959,947 376,323 351,275 696,065 14,383,610 4,168,694 Total Liabilities 14,585,995 730,655 553,864 1,501,191 17,371,705 6,496,996 DEFERRED INFLOWS OF RESOURCES Other Postemployment Benefits Liability 11,143 2,784 1,151 2,334 17,412 197,445 Pensions 1,260,074 290,786 290,786 581,572 2,423,218 - Total Deferred Inflows of Resources 1,271,217 293,570 291,937 583,906 2,440,630 197,445 Total Liabilities and Deferred Inflows of Resources 15,857,212 1,024,225 845,801 2,085,097 19,812,335 6,694,441 NET POSITIONNet Investment in Capital Assets 56,460,324 31,092,766 25,743,161 1,602,442 114,898,693 6,185,598 Unrestricted 8,961,105 10,347,930 6,858,202 2,102,879 28,270,116 8,031,334 Total Net Position $65,421,429 $41,440,696 $32,601,363 $3,705,321 143,168,809 $14,216,932 Adjustment to Reflect the Consolidation of Internal Service Fund Activities Related to Enterprise Funds (359,864) Total Net Position-Business-Type Activities $142,808,945 52 City of Eden Prairie, MinnesotaProprietary Funds Statement of Revenues, Expenses and Changes in Net PositionFor the Year Ended December 31, 2021 Governmental Activities -InternalWaterWastewaterStormwaterLiquor ServiceFundFundFundFundTotalFundSALES AND COST OF SALES Sales $- $- $- $11,642,288 $11,642,288 $- Cost of Sales - - - (8,371,936) (8,371,936) - Gross Profit - - - 3,270,352 3,270,352 - OPERATING REVENUESales 10,668,335 7,460,750 3,631,369 - 21,760,454 - Charges for Services - - - - - 19,217,942 Rental - - - 237,416 237,416 908,942 Other 14,610 - - 43,655 58,265 - Total Operating Revenues 10,682,945 7,460,750 3,631,369 281,071 22,056,135 20,126,884 OPERATING EXPENSEPersonnel Services 2,856,494 835,293 790,079 1,320,323 5,802,189 8,995,504 SuppliesSupplies 54,985 20,949 79,637 32,936 188,507 83,271 Cleaning Supplies 11,539 - - - 11,539 82,308 Motor Fuel - - - - - 351,991 Tires - - - - - 106,063 Chemicals 762,314 - - - 762,314 - Repair and Maintenance Supplies 184,312 120,632 69,716 5,733 380,393 531,205 Contractual ServicesContractual Services 353,508 152,988 418,167 169,063 1,093,726 3,559,513 Software 62,280 62,280 - 1,758 126,318 1,437,099 Janitorial Services 49,800 - - 30,682 80,482 845,011 Lime Residual Removal 357,721 - - - 357,721 - Building Rent - - - 286,800 286,800 - Licenses, Permits, Taxes 281,015 136 3,604 95,354 380,109 191,648 Repair and Maintenance 490,034 136,807 16,188 28,541 671,570 197,143 Utilities 910,597 30,542 40,615 87,613 1,069,367 1,617,068 MCES Fees - 4,051,535 - - 4,051,535 - Bank and Credit Card Fees 56,640 56,640 - 258,501 371,781 - User Charges 332,184 255,597 139,868 182,273 909,922 18,158 Capital Under $25,000 2,457,757 79,397 131,193 7,950 2,676,297 327,940 Total Operating Expenses 9,221,180 5,802,796 1,689,067 2,507,527 19,220,570 18,343,922 Operating Income (Loss) Before Depreciation 1,461,765 1,657,954 1,942,302 1,043,896 6,105,917 1,782,962 Depreciation 2,957,215 1,677,036 1,187,156 38,021 5,859,428 1,034,326 Operating Income (Loss) Before Nonoperating Revenue / Expense (1,495,450) (19,082) 755,146 1,005,875 246,489 748,636 NONOPERATING REVENUE (EXPENSE)Grants 16,492 - 37,500 - 53,992 - Investment Income (119,990) (24,815) (12,820) (10,314) (167,939) (56,972) Interest (164,092) - (3,143) - (167,235) - Bond Issuance Cost (35,389) - - - (35,389) - Fiscal Agent Fees (1,333) - - - (1,333) - Gain/(Loss) on Disposition of Capital Assets (513,404) - - - (513,404) 232,256 Contributions - - - - - 78,636 Miscellaneous 4,984 - 3,554 5,655 14,193 52,787 Total Nonoperating Revenues (Expenses)(812,732) (24,815) 25,091 (4,659) (817,115) 306,707 Income (Loss) Before Contributions and Transfers (2,308,182) (43,897) 780,237 1,001,216 (570,626) 1,055,343 Contributions - from Governmental Activities - - 190,480 - 190,480 - Capital Access Charges 1,258,580 310,200 - - 1,568,780 - Capital Special Assessments 98,749 84,081 824 - 183,654 - Transfers In - 16,140 147,623 - 163,763 - Transfers Out (375,376) (148,130) (163,484) (800,000) (1,486,990) - Change in Net Position (1,326,229) 218,394 955,680 201,216 49,061 1,055,343 Net Position - Beginning 66,747,658 41,222,302 31,645,683 3,504,105 143,119,748 13,161,589 Net Position - Ending $65,421,429 $41,440,696 $32,601,363 $3,705,321 143,168,809 $14,216,932 Amounts reported for Business Type Activities in the Statement of Activities are Different Because:Adjustment to Reflect the Consolidation of Internal Service Funds Activities Related To Enterprise Funds (67,925) Transfer in of Capital Assets from Governmental Activities 190,480 Governmental Activities Contribution Revenue Reported Above (190,480) Transfer out of Capital Assets to Governmental Activates (478,649) Governmental Activities Gain/(Loss) on Disposition of Capital Assets Reported Above 478,649 Change in Net Position of Business-Type Activities (18,864)$ 53 City of Eden Prairie, Minnesota Proprietary FundsStatement of Cash Flows For the Year Ended December 31, 2021 Page 1 of 2 Governmental Activities - Internal Water Wastewater Stormwater Liquor Service Fund Fund Fund Fund Totals Fund CASH FLOWS FROM OPERATING ACTIVITIES Receipts From Customers $10,227,789 $7,328,856 $3,562,869 $11,919,256 $33,038,770 $19,165,149 Payments to Vendors (6,728,950) (4,705,169) (773,557) (9,567,206) (21,774,882) (9,094,783) Payments to Employees (2,872,410) (873,808) (701,686) (1,243,480) (5,691,384) (9,073,167) Other Receipts 14,610 - - - 14,610 1,040,365 Net Cash Provided (Used) By Operating Activities 641,039 1,749,879 2,087,626 1,108,570 5,587,114 2,037,564 CASH FLOWS FROM INVESTING ACTIVITIES Investment Income (121,440) (32,553) (19,856) (12,412) (186,261) (68,146) Net Cash Provided (Used) By Investing Activities (121,440) (32,553) (19,856) (12,412) (186,261) (68,146) CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Grants 16,492 - 37,500 - 53,992 - Payments From Other Funds - - (628,681) - (628,681) - Transfers (Out)(211,613) (148,130) (163,484) (800,000) (1,323,227) - Net Cash Provided (Used) By Noncapital Financing Activities (195,121) (148,130) (754,665) (800,000) (1,897,916) - CASH FLOWS FROM CAPITAL FINANCING ACTIVITESAcquisition and Construction of Capital Assets (246,867) (266,783) (366,449) - (880,099) (1,637,635) Transfer In (Related to Capital Assets)- 16,140 147,623 - 163,763 - Transfer (Out) (Related to Capital Assets)(163,763) - - - (163,763) - Proceeds From Sale of Equipment 43,675 - - - 43,675 232,256 Access Charges 1,258,580 310,200 - - 1,568,780 - Special Assessments 98,749 84,081 824 - 183,654 - Debt Issuance 5,944,687 - - - 5,944,687 - Principal Paid on Debt (340,000) - - - (340,000) - Interest and Fiscal Agent Paid on Debt (208,275) - (3,143) - (211,418) - Net Cash Provided (Used) By Capital Financing Activities 6,386,786 143,638 (221,145) - 6,309,279 (1,405,379) Net Increase (Decrease) in Cash and Cash Equivalents 6,711,264 1,712,834 1,091,960 296,158 9,812,216 564,039 Cash and Cash Equivalents, January 1 14,469,884 7,048,754 5,396,835 2,330,123 29,245,596 13,054,415 Cash and Cash Equivalents, December 31 $21,181,148 $8,761,588 $6,488,795 $2,626,281 $39,057,812 $13,618,454 54 City of Eden Prairie, Minnesota Proprietary FundsStatement of Cash Flows For the Year Ended December 31, 2021 Page 2 of 2 Governmental Activities -Internal Water Wastewater Stormwater Liquor Service Fund Fund Fund Fund Totals Fund RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES:Operating Income (Loss)$(1,495,450) $(19,082) $755,146 $1,005,875 $246,489 $748,636 Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities: Depreciation 2,957,215 1,677,036 1,187,156 38,021 5,859,428 1,034,326 Miscellaneous 4,984 - 3,554 5,655 14,193 131,423 (Increase) Decrease in Assets and Deferred Outflows: Accounts Receivable (417,704) (136,627) (79,037) 1,524 (631,844) (51,217) Special Assessments Receivable (22,842) 4,733 10,537 - (7,572) - Due From Other Governments (8,738) - (1,000) - (9,738) 8,946 Inventory - - - (11,795) (11,795) (24,723) Prepaid Items (3,919) (9,033) (4,500) (1,526) (18,978) (60,680) Other Post Employment Benefits (Deferred Outflow)(8,467) (1,964) (667) (1,849) (12,947) (137,685) Pensions (Deferred Outflow)(815,240) (185,294) (197,595) (382,889) (1,581,018) - Increase (Decrease) in Liabilities and Deferred Inflows:Accounts Payable (405,529) 20,725 127,757 (1,795) (258,842) 313,938 Salaries Payable 13,607 (596) 2,034 5,782 20,827 6,000 Unearned Revenue - - - (5,627) (5,627) (1,576) Due to Other Governments 48,938 250,642 (380) 1,395 300,595 16,154 Other Post Employment Benefits 16,283 3,777 1,283 3,555 24,898 230,290 Net Pension Liability (382,382) (121,752) 23,458 (98,293) (578,969) - Other Post Employment Benefits (Deferred Inflows)(2,122) (492) (167) (462) (3,243) - Pensions (Deferred Inflow)1,148,932 263,001 272,262 535,263 2,219,458 - Compensated Absences 13,473 4,805 (12,215) 15,736 21,799 (176,268) Net Cash Provided (Used) by Operating Activities $641,039 $1,749,879 $2,087,626 $1,108,570 $5,587,114 $2,037,564 Noncash Investing, Capital and Financing Activities:Contributions of Capital Assets from Governmental Activities $- $- $190,480 $- $190,480 $- Contribution of Capital Assets to Government Activities (478,649) - - - (478,649) - Amortization of Bond Premium 18,618 - - - 18,618 - 55 City of Eden Prairie, Minnesota Fiduciary Funds Statement of Fiduciary Net Position December 31, 2021 Custodial Funds Total ASSETS Cash and Investments $959,320 Due from Other Governments 74,556 Prepaids 7,293 Total Assets $1,041,169 LIABILITIES Accounts Payable $239,322 Due to Other Governments 44,249 Total Liabilities $283,571 NET POSITION Restricted $757,598 $757,598 56 City of Eden Prairie, Minnesota Fiduciary Funds Statement of Changes in Fiduciary Net Position For the Year Ended December 31, 2021 Custodial Funds Total ADDITIONS Grants $607,968 Memberships 171,620 Investments Earnings 3,093 Building Permits 907,025 Customers Deposits 8,107 Other 1,798 Total Additions 1,699,611 DEDUCTIONS Personnel Services 376,169 Supplies 7,688 Contractual Services 1,071,295 Total Deductions 1,455,152 Net Increase (Decrease) in Fiduciary Net Position 244,459 Net Position - Beginning 513,139 Net Position - Ending $757,598 57 This page is intentionally left blank 58 NOTES TO FINANCIAL STATEMENTS 59 City of Eden Prairie, Minnesota Notes to Financial Statements Note 1—Summary of Significant Accounting Policies Reporting Entity The City of Eden Prairie is a municipal corporation governed by an elected mayor and four-member council. The accompanying financial statements consist of the primary government and organizations for which the primary government is financially accountable. In addition, the primary government may determine through exercise of management’s professional judgment that the inclusion of an organization that does not meet the financial accountability criteria is necessary in order to prevent the financial statements from being misleading. The criteria used to determine if the primary government is financially accountable for a potential component unit include whether or not the primary government appoints the voting majority of the potential component unit’s board, is able to impose its will on the potential component unit, is in a relationship of financial benefit or burden with the potential component unit, or is fiscally depended upon by the potential component unit. Blended Component Unit The Housing and Redevelopment Authority (H.R.A.) is a body organized and existing under the laws of the State of Minnesota. The Authority was established in 1980 by the City to carry out certain redevelopment projects within the City and is governed by the City Council and the Mayor. The City also has an operational responsibility for the H.R.A. The H.R.A. has a December 31 year-end and does not issue financial statements. This unit is included within the H.R.A. and Economic Development funds. Government-Wide and Fund Financial Statements The government-wide financial statements (i.e., the Statement of Net Position and the Statement of Activities) report information on all of the nonfiduciary activities of the City. The fiduciary funds are only reported in the statement of fiduciary net position and the statement of changes in fiduciary net position at the fund financial statement level. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use or directly benefit from goods, service or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Measurement Focus, Basis of Accounting and Statement Presentation Separate financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major individual governmental funds and major individual proprietary funds are reported as separate columns in the fund financial statements. 60 City of Eden Prairie, Minnesota Notes to Financial Statements The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund financial statements. The fiduciary fund financial statements include Custodial funds, which utilize the accrual basis of accounting, but do not have a measurement focus. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of the related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the City considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Property taxes, licenses, interest and special assessments are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. All other revenue items are considered to be measurable and available only when payment is received by the City. The City reports the following major governmental funds: • The General fund is the City’s primary operating fund. It accounts for the proceeds of specific revenue sources that are restricted or committed to expenditures for specified purposes other than debt service and capital projects. • The General Obligation Tax Abatement 2014A/21A fund accounts for the accumulation of tax revenues needed to repay bonds issued to finance construction of the Aquatics & Fitness Expansion. • The Public Improvement Construction fund accounts for proceeds of bonds sold and special assessments collected to finance street, drainage, and lateral utility construction within the City. • The Capital Improvement Maintenance fund accounts for the accumulation of resources to be used for capital improvements and maintenance of City property. • The Shady Oak Road North fund accounts for the accumulation of resources to be used for the reconstruction of Shady Oak Road from Rowland Road through the Highway 62 interchange. • The Eden Prairie Road fund accounts for proceeds of bonds sold to finance the construction of Eden Prairie Road. • The Eden Prairie Rd Connect to Flying Cloud fund accounts for the accumulation of resources to be used for the construction of road from Frederick Place to north of Riley Creek. 61 City of Eden Prairie, Minnesota Notes to Financial Statements • The General LRT fund accounts for the accumulation of resources to be used for the completion of the Town Center Station, Urban Grid roadway system, extension of Eden Road to the station and upgrade/betterments of amenities within Eden Prairie beyond the base product. The City reports the following major proprietary funds: • The Water fund accounts for the operations of the City water system. • The Wastewater fund accounts for the operations of the City wastewater service. • The Stormwater fund accounts for the operations of the City’s stormwater system. • The Liquor fund accounts for the operations of the City’s three retail liquor stores and the operations of the City-owned Den Road building which is leased to City liquor operations and other tenants. Additionally, the city reports the following fund types: • Internal Service funds are used to account for the financing of goods or services provided by one department or agency to other departments or agencies of the government and to other government units, on a cost reimbursement basis. Internal Service funds include Health & Benefits, Severance, Workers Compensation, Property Insurance, Facilities, Fleet, and Information Technology. • Fiduciary funds include Custodial funds that account for evidence held by the Police department in the Escrow fund, WAFTA, Metropolitan Council Environmental Services funds (MCES) and the 494 Corridor Commission. As a general rule the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this rule are payments in-lieu of taxes and other charges between the City’s water, wastewater, and storm water function and various other functions of the City. Elimination of these charges would distort the direct costs and program revenues reported from the various functions concerned. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenue of the City’s proprietary funds are charges to customers for sales and services. Operating expenses for proprietary funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. Assets, Liabilities, Deferred Outflows/Inflows of Resources, and Net Position/Fund Balance Cash and Investments Cash and investments, except for small amounts of cash on hand, are deposited in pooled accounts of the City. The City invests cash surpluses in these accounts; and investment earnings, as well as gains and losses on sales of securities, are allocated to the various funds on the basis of average cash balances. Funds with deficit cash balance averages (interfund payable) are charged interest equivalent to the average investment earnings lost in financing the deficits. For purposes of the 62 City of Eden Prairie, Minnesota Notes to Financial Statements statement of cash flows, the Proprietary funds consider all unrestricted investments held in the pooled accounts of the City to be cash equivalents because this pool is used essentially as a demand deposit account. Investments are stated at their fair value as determined by quoted market prices, except for money market investments and participating interest-earning investment contracts that have a remaining maturity at time of purchase of one year or less which are recorded at amortized cost, provided that the fair value of those investments is not significantly affected by the impairment of the credit standing of the issuer or by other factors. Money market investments are short-term, highly liquid debt instruments including commercial paper, banker's acceptances, and U.S. Treasury and agency obligations. Investments in external investment pools that meet the criteria of GASB Statement No. 79 are valued at amortized costs. If an external investment pool does not meet the criteria established by this Statement, that pool should apply the provisions in paragraph 16 of Statement No. 31. Interfund Receivables/Payables Activity between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as “due to/from other funds” (i.e., the current portion of interfund loans) or advances to/from other funds. All other outstanding balances between funds are reported as “due to/from other funds.” Any residual balances outstanding between the governmental activities and business-type activities are reported in the government-wide financial statements as “internal balances.” Inventories and Prepaid Items Liquor fund inventories are valued at average cost. The Fleet fund’s inventories are valued at cost. All inventories use the first-in/first-out (FIFO) method. Inventories and prepaids of governmental funds are recorded as expenditures when consumed rather than when purchased. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financial statements. Capital Assets Capital assets, which include property, plant, equipment and infrastructure assets (e.g., roads, bridges, sidewalks, and similar items), are reported in the applicable governmental or business-type activities columns in the government-wide financial statements. Capital assets are defined by the City as assets with an initial individual cost of more than $25,000 and an estimated useful life in excess of 1 year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at acquisition value at the date of donation. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend assets lives are not capitalized. 63 City of Eden Prairie, Minnesota Notes to Financial Statements The City has chosen to use the modified approach for its infrastructure assets which means the following criteria will take place: • The City will preserve and maintain infrastructure assets at a condition level of 70. • The Engineering department will be in charge of determining the appropriate condition level at which these assets are to be maintained. • The City will maintain an inventory of these assets and perform a condition assessment every 3 years to establish that the condition level of 70 is being maintained. • The City will make annual estimates of the amounts that must be expended to preserve and maintain these assets at the condition level of 70. Property, plant, and equipment, except for infrastructure, of the City are depreciated using the straight line method over the following estimated useful lives: Buildings 5-50 years Land improvements 10-50 years Leasehold improvements 10-25 years Equipment 5-30 years Autos 5-20 years Other assets 5-30 years Distribution system 25-50 years Intangible assets 3 years Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net assets that applies to a future period(s) and will not be recognized as an outflow of resources (expense/ expenditure) until then. The City has two items that qualify for reporting in this category. It is the deferred charge for pensions (see Pension section below for explanation) and the deferred charge for OPEB (see OPEB section below for explanation). In addition to liabilities, the statement of financial position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net assets that applies to a future period(s) and will not be recognized as an inflow of resources (revenue) until that time. The City has two items that qualifies for reporting in this category. It is the deferred charge for pensions (see Pension section below for explanation), and the deferred charge for OPEB (see OPEB section below for explanation). Unavailable revenue is reported only in the governmental funds balance sheet. The governmental funds report unavailable revenues from five sources: property taxes, special assessments, loans, state shared taxes and invoices not collected within 60 days. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. 64 City of Eden Prairie, Minnesota Notes to Financial Statements Pensions For purposes of measuring the net pension liability, deferred outflows/inflows of resources, and pension expense, information about the fiduciary net position of the Public Employees Retirement Association (PERA) and the relief association and additions to/deductions from PERA’s and the relief association fiduciary net position have been determined on the same basis as they are reported by PERA and the relief association except that PERA’s fiscal year end is June 30. For this purpose, plan contributions are recognized as of employer payroll paid dates and benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. For the governmental activities, the net pension liability will be liquidated through the General fund. For purposes of measuring the liability, deferred outflows of resources and deferred inflows of resources, and expense associated with the City’s requirement to contribute to the Eden Prairie Firefighter Relief Association, information about the Plan’s fiduciary net position and additions to/deductions from the Eden Prairie Firefighter Relief Association Plan’s fiduciary net position have been determined on the same basis as they are reported by the Plan. For this purpose, benefit payments (including refunds of contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. Postemployment Benefits Other Than Pensions (OPEB) For purposes of measuring the total OPEB liability, deferred outflows/inflows of resources related to OPEB, and OPEB expense, the City recognizes benefit payments when due and payable in accordance with the benefit terms. The City’s benefit payments consist of the implicit rate subsidy, and subsidized premiums for officers injured in the line of duty. Other post-employment benefits are generally liquidated through the Health and Benefits Internal Service funds. Compensated Absences The City compensates employees upon termination for unused paid time off (PTO). Such pay will be reflected as a liability in the government-wide financial statement and accrued as an expense as it is earned in an internal service fund. General Property Taxes Property tax levies are set by the City Council in December each year and are certified to Hennepin County for collection in the following year. In Minnesota, counties act as collection agents for all property taxes. The County spreads all levies over taxable property. Such taxes become a lien on January 1 and are recorded as receivables by the City at that date. Revenues are accrued and recognized in the year collectible, net of delinquencies. Real property taxes may be paid by taxpayers in two equal installments on May 15 and October 15. Personal property taxes may be paid on February 28 and June 30. The County provides tax settlements to taxing districts in February, June, and December. 65 City of Eden Prairie, Minnesota Notes to Financial Statements In the governmental fund financial statements, taxes that remain unpaid at December 31 are classified as delinquent taxes receivable and are fully offset by unavailable revenue because they are not available to finance current expenditures. Special Assessment Levies Special assessments represent the financing for public improvements paid for by the benefiting property owner. In the fund financial statements, special assessment revenue and related interest income is generally recognized in the year collected. Hennepin County acts as the billing and collection agent. Amounts collected by the County during the year that have not yet been remitted to the City are considered collections for purposes of revenue recognition. Deferred special assessments receivable represents principal amounts due in future years. Special deferred assessments receivable includes Green Acres, disability, senior citizen owned property or other qualified hardship properties. These special assessments are deferred until such time the property loses its exempt status. While these taxes remain a valid receivable, the timing of their collection is uncertain. Interest accrues from the year of the deferment. Delinquent special assessments receivable represents special assessments principal and interest that are past due. In the governmental fund financial statements, deferred and delinquent special assessments receivable are fully offset by deferred inflows of resources because such assessment revenue is not available currently. Long-term Obligations In the government-wide financial statements and proprietary fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the statement of net position. Bond premiums and discounts are amortized over the life of the bonds using the effective interest method. Bonds payable are reported net of the applicable bond premium or discount. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums and discounts on debt issuances are reported as other financing sources/uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Fund Balance Classifications In the fund financial statements, governmental funds report fund balance in classifications that disclose constraints for which amounts in those funds can be spent. These classifications are as follows: • Nonspendable-consists of amounts that are not in spendable form, such as prepaid assets and assets that are legally or contractually required to be maintained intact. • Restricted-consists of amounts related to externally imposed constraints established by creditors, grantors or contributors; or constraints imposed by state statutory provisions. • Committed-consists of internally imposed constraints. These constraints are established by Resolution of the City Council. Only the Council can remove or change the constraints placed on committed fund balances by resolution. 66 City of Eden Prairie, Minnesota Notes to Financial Statements • Assigned-consists of internally imposed constraints. These constraints reflect the specific purpose for which it is the City’s intended use. These constraints are established by the City council and/or management. Pursuant to City Council Resolution, the City Manager or Finance Manager is authorized to establish assignments of fund balance. • Unassigned-is the residual classification for the general fund and also reflects negative residual amounts in other funds. When both restricted and unrestricted resources are available for use, it is the City’s policy to first use restricted resources, and then use unrestricted resources as they are needed. When unrestricted resources are available for use, it is the City’s policy to use resources in the following order: 1) committed 2) assigned 3) unassigned. • The City’s fund balance policy requires the unassigned for working capital fund balance component to equal 50% of the next year’s budgeted tax revenue. In recognition that the amount for working capital only covers operating costs for the first six months of the year, the City will maintain an unassigned fund balance component for budget stabilization which is 10% of the next year’s budget in fund balance for budget stabilization and 5% of the next year’s budget for budget balancing in the general fund. If the balance falls below 15%, a plan would be developed and implemented to replenish the fund. Prior Period Comparative Financial Information/Reclassification The financial statements include certain prior year partial comparative information but not at the level of detail required for a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the City’s financial statements for the year ended December 31, 2020, from which the summarized information was derived. Also, certain amounts presented in the prior year data have been reclassified in order to be consistent with the current year’s presentation. Note 2—Stewardship, Compliance and Accountability Budgetary Information An annual budget is adopted on a basis consistent with generally accepted accounting principles for the General fund. The City does not budget for its Special Revenue funds. All annual appropriations lapse at fiscal year end. The proposed budget is presented to the City Council for review. The Council then holds truth-in-taxation meeting after which a final General Fund annual budget is legally adopted by no later than December 31. The appropriated budget is prepared by department and division. The City’s directors and division managers may make transfers of appropriations within a division. Transfers of appropriations between departments require the approval of the City Manager. The legal level of budgetary control is the fund level. Any changes in the total budget of each fund must be approved by a majority vote of the City Council. During the year, adjustments between the original and final General fund amended budget resulted in an increase of $30,000. Following are changes made to the original 67 City of Eden Prairie, Minnesota Notes to Financial Statements budget during the year: General fund expenditures equal $47,954,246 or 95.7% of the annual amount budgeted of $50,112,474. All departments have spent less than 100% of the amounts budgeted. Deficit Fund Equity The following governmental funds had deficit fund balance/net position at December 31, 2021: The fund balance deficits of these individual Capital Project funds will be financed by municipal state aid, special assessments and other future City planned funding as identified in the City’s Capital Improvement Plan. The fund balance deficit of the Severance Internal Service fund will be financed by user charges. The fund balance deficit of the Health and Benefits fund is due to the OPEB liability which the City will not fund since it pertains only to the Implicit Rate. Note 3—Cash and Investments Components of Cash and Investments Cash and investments at year-end consist of the following: Cash and investments are presented in the financial statements as follows: Engineering Upgraded equipment 30,000$ 30,000$ Major Funds: Public Improvement Construction 443,570$ Eden Prairie Rd Connect to Flying Cloud 1,766,244 General LRT 14,093 Non-Major Governmental Funds: Homeowners Improvements Area 3,227 Internal Service Funds: Health and Benefits 1,029,763 Severance 1,053,011 Investments 142,287,524$ Cash on hand 31,186 Total 142,318,710$ Statement of Net Position Cash and cash equivalents 141,359,390$ Statement of Fiduciary Net Position Cash and investments 959,320 142,318,710$ 68 City of Eden Prairie, Minnesota Notes to Financial Statements Deposits In accordance with Minnesota Statutes, the City maintains deposits at those depository banks authorized by the City Council, including checking accounts and certificates of deposits. The following is considered the most significant risk associated with deposits: Custodial Credit Risk In the case of deposits, this is the risk that in the event of a bank failure, the City’s deposits may be lost. Minnesota Statutes require that all deposits be protected by federal deposit insurance, corporate surety bond, or collateral. The fair value of collateral pledged must equal 110% of the deposits not covered by federal deposit insurance or corporate surety bonds. Authorized collateral includes treasury bills, notes, and bonds; issues of U.S. government agencies; general obligation rate “A” or better; revenue obligations rate “AA” or better; irrevocable standard letters of credit issued by the Federal Home Loan Bank; and certificated of deposit. Minnesota Statues require that securities pledged as collateral be held in safekeeping in a restricted account at the Federal Reserve Bank or in an account at a trust department of a commercial bank or other financial institution that is not owned or controlled by the financial institution furnishing the collateral. It is the City’s policy to limit collateral to what is authorized by Minnesota Statutes. At year-end, the carrying amount of the City’s deposits was $0 while the balance on the bank records was $0. At December 31, 2021, all deposits were fully covered by federal depository insurance, surety bonds, or by collateral held by the City’s agent in the City’s name. Investments As of December 31, 2021, the city had the following investments and maturities: Less 1 to 5 Total Than 1 Year Years U.S. Agencies 44,194,720$ 3,894,064$ 40,300,656$ Municipal Bonds 34,280,099 21,387,258 12,892,841 Negotiable Certificate of Deposit 1,951,993 - 1,951,993 Bankers Acceptance 4,049,626 4,049,626 - Mutual Funds 57,811,086 57,811,086 - Total 142,287,524$ 87,142,034$ 55,145,490$ Investment Maturities (in Years) 69 City of Eden Prairie, Minnesota Notes to Financial Statements Moody’s Investors Service was used as the primary agency for the municipal bond ratings, in the case that Moody’s did not provide a rating a Standard & Poor’s was used. Investments are subject to various risks, the following of which are considered the most significant. Interest Rate Risk Per City policy, the City will match its investments with anticipated cash flow requirements. Unless matched to a specific cash flow, the City will not directly invest in securities maturing more than seven (7) years from the date of purchase or for mortgage-backed securities, the weighted average life must be no more than seven (7) years from the date of purchase. The intent to invest in securities with longer maturities will be disclosed to the City Council. Currently, the City did not have any investments maturing more than seven years from the date of purchase. Credit Risk It is the City’s policy to limit its investments to the following types, which are also authorized by Minnesota Statutes: • Direct obligations or obligations guaranteed by the United States or its agencies, its instrumentalities or organizations created by an act of congress, excluding mortgage-backed securities defined as high risk. • Shares of investment companies registered under the Federal Investment Company Act of 1940 and whose only investments are in securities described above or in general obligation tax exempt securities, or repurchase or reverse repurchase agreements. • Repurchase or reverse repurchase agreements with banks that are members of the Federal Reserve System with capitalization exceeding $10,000,000: a primary reporting dealer in U.S. government securities to the Federal Reserve Bank of New York; certain Minnesota securities broker-dealers, or, a bank qualified as a depositor. • Commercial paper issued by United States corporations or their Canadian subsidiaries, of the higher quality, and maturing in 270 days or less. Negotiable US Municipal Certificate Bankers Mutual Agencies Bonds of Deposit Acceptance Funds Total Moody's Aaa 41,761,595$ 7,655,884$ -$ -$ -$ 49,417,479$ Aa1 - 5,876,773 - - - 5,876,773 Aa2 - 5,250,879 - - - 5,250,879 Aa3 - 4,594,478 - - - 4,594,478 N/A, N/R 2,433,125 2,794,270 1,951,993 4,049,626 57,811,086 69,040,100 S&P A+- 178,738 - - - 178,738 AA - 1,917,988 - - - 1,917,988 AA+- 2,769,285 - - - 2,769,285 AA-- 2,410,619 2,410,619 AAA - 831,185 - - - 831,185 44,194,720$ 34,280,099$ 1,951,993$ 4,049,626$ 57,811,086$ 142,287,524$ 70 City of Eden Prairie, Minnesota Notes to Financial Statements • Banker’s acceptance of U.S. banks eligible for purchase by the Federal Reserve System. • General obligations of a state or local government. • Money market mutual funds meeting the conditions of rule 2a-7 of the Securities and Exchange Commission. The fair value of the position in the pool is the net asset value per share provided by the pool. Custodial Credit Risk For an investment, custodial credit risk is the risk that in the event of the failure of the counterparty, the city will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. The City’s investments are held in safe keeping. The City’s investment policy specifically addresses custodial credit risk by requiring investments to be held at the Federal Reserve Bank or any bank authorized under the laws of the United States. Concentration Risk This is the risk associated with investing a significant portion of the City’s investment (considered 5 percent or more) in the securities of a single issuer, excluding U.S. guaranteed investments (such as Treasuries), investment pools, and mutual funds. The City’s investment policy specifically addresses the City’s desire to limit risk by avoiding over concentration in securities from a specific issuer and by setting allocation guidelines to diversify the types of securities in the portfolio. At year end, the City not did hold any investments in securities with a single issuer which exceeded 5%. Fair Value Measurements The City uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The City follows an accounting standard that defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and requires expanded disclosures about fair value measurements. In accordance with this standard, the City has categorized its investments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded on the combined statements of financial position are categorized based on the inputs to the valuation techniques as follows: • Level 1 – Financial assets and liabilities are valued using inputs that are unadjusted quoted prices in active markets accessible at the measurement date of identical financial assets and liabilities. • Level 2 – Financial assets and liabilities are valued based on quoted prices for similar assets, or inputs that are observable, either directly or indirectly for substantially the full term through corroboration with observable market data. 71 City of Eden Prairie, Minnesota Notes to Financial Statements • Level 3 – Financial assets and liabilities are valued using pricing inputs which are unobservable for the asset, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants and would use in pricing the asset. As of December 31, 2021 the City’s investments fall into the following categories of fair value and are reported using market closing prices. Level 1 Level 2 Level 3 Total U.S. Agencies 30,837,265$ 13,357,455$ -$ 44,194,720$ Municipal Bonds - 34,280,099 - 34,280,099 Negotiable Certificates of Deposit - 1,951,993 - 1,951,993 30,837,265$ 49,589,547$ -$ 80,426,812 Investments measured at amortized cost 61,860,712 142,287,524$ 72 City of Eden Prairie, Minnesota Notes to Financial Statements Note 4—Capital Assets Capital asset activity for the year ended December 31, 2021 was as follows: 2021 2021 Beginning Ending Balance Transfers Increases Decreases Balance GOVERNMENTAL ACTIVITIES Capital Assets, Not Being Depreciated Land $22,132,497 $- $35,000 $- $22,167,497 Infrastructure 137,574,434 1,460,561 259,818 105,334 139,189,479 Work in Progress 4,175,208 (3,114,443) 1,301,203 - 2,361,968 Total Capital Assets, Not Being Depreciated 163,882,139 (1,653,882) 1,596,021 105,334 163,718,944 Capital Assets, Being Depreciated Buildings 74,281,002 - - 51,369 74,229,633 Land Improvements 23,543,556 1,394,295 2,123 154,203 24,785,771 Leasehold Improvements 77,318 - - - 77,318 Machinery and Equipment 4,974,014 - 149,482 507,269 4,616,227 Autos 12,458,617 374,597 1,222,409 767,247 13,288,376 Other Assets 10,397,079 148,735 165,619 151,087 10,560,346 Total Capital Assets, Being Depreciated 125,731,586 1,917,627 1,539,633 1,631,175 127,557,671 Total Capital Assets, Cost 289,613,725 263,745 3,135,654 1,736,509 291,276,615 Less Accumulated Depreciation for Buildings 24,825,343 - 2,272,585 51,369 27,046,559 Land Improvements 11,335,172 - 1,081,317 154,203 12,262,286 Leasehold Improvements 76,269 - 293 - 76,562 Machinery and Equipment 4,343,557 - 267,395 507,269 4,103,683 Autos 8,889,556 (24,424) 745,420 744,453 8,866,099 Other Assets 6,222,202 - 541,552 151,087 6,612,667 Total Accumulated Depreciation 55,692,099 (24,424) 4,908,562 1,608,381 58,967,856 Total Capital Assets, Being Depreciated, Net 70,039,487 1,942,051 (3,368,929) 22,794 68,589,815 Governmental Activities Capital Assets, Net $233,921,626 $288,169 $(1,772,908) $128,128 $232,308,759 73 City of Eden Prairie, Minnesota Notes to Financial Statements 2021 2021BeginningEnding Balance Transfers Increases Decreases Balance BUSINESS-TYPE ACTIVITIES Capital Assets, Not Being Depreciated Land $1,065,566 $- $- $- $1,065,566 Work in Progress 8,508,300 (8,631,243) 177,986 - 55,043 Total Capital Assets, Not Being Depreciated 9,573,866 (8,631,243) 177,986 - 1,120,609 Capital Assets, Being Depreciated Land Improvements 165,679 117,106 151,405 - 434,190 Buildings 59,370,999 - - 9,629 59,361,370 Distribution System 203,914,771 7,191,752 108,887 - 211,215,410 Leasehold Improvements 727,394 - - 24,539 702,855 Machinery and Equipment 6,642,823 - - 472,041 6,170,782 Autos 1,013,426 24,424 114,311 87,341 1,064,820 Other Assets 141,300 1,034,216 11,974 116,065 1,071,425 Total Capital Assets, Being Depreciated 271,976,392 8,367,498 386,577 709,615 280,020,852 Total Capital Assets, Cost 281,550,258 (263,745) 564,563 709,615 281,141,461 Less Accumulated Depreciation for Land Improvements 116,071 - 19,868 - 135,939 Buildings 37,271,868 - 1,341,960 3,945 38,609,883 Distribution System 118,661,722 - 4,139,784 - 122,801,506 Leasehold Improvements 727,394 - - 24,539 702,855 Machinery and Equipment 3,242,345 - 313,263 399,294 3,156,314 Autos 829,400 24,424 27,881 87,341 794,364 Other Assets 141,300 - 16,672 116,065 41,907 Total Accumulated Depreciation 160,990,100 24,424 5,859,428 631,184 166,242,768 Total Capital Assets, Being Depreciated, Net 110,986,292 8,343,074 (5,472,851) 78,431 113,778,084 Business-Type Activities Capital Assets, Net $120,560,158 $(288,169) $(5,294,865) $78,431 $114,898,693 74 City of Eden Prairie, Minnesota Notes to Financial Statements Depreciation expense was charged to functions/programs of the City as follows: Note 5—Notes/Loans Receivable The City has entered into note agreements with Eden Prairie residents to either improve the quality of housing and/or to increase the availability of affordable housing. These note agreements are secured by a secured lien that is placed on the property. The Rehabilitation Assistance notes have a phased repayment plan. If the loan is within 11 years of the loan date, 100% of the principal amount is due. On the 11th anniversary of the loan origination date, 90% of the loan principle is due and declines 10% a year until it is forgiven after 20 years. The Home Buyer notes are interest free and are due either when the home sells or 30 years, whichever occurs first. The City has also entered into a note agreement with Climatech to help fund planned renovations through DEED’s Minnesota Investment Fund. The program required the City to apply for the grant on behalf of Climatech and act as a conduit between DEED and the business. If Climatech meets the job creation and wage commitments, $100,000 of the note principal will be forgiven. The remaining $270,000 will be repaid over 6 years at an interest rate of 2.0%. The City has entered into a $500,000 TIF note agreement with the developer Elevate for site improvement costs to redevelop the vacant Ruby Tuesdays and Anchor Bank. The new six-story building will include 222 apartment units over approximately 13,000 square feet of retail and restaurants. The note will bear simple interest at the rate of 1% per annum. Governmental Activities Administration $282,235 Community Development 44,234 Police 153,685 Fire 324,459 Public Works 270,730 Parks and Recreation 2,798,893 Capital Assets Held by the Government's Internal Service Funds are Charged to the Various Functions Based on their Usage of the Assets 1,034,326 Total Depreciation Expense - Governmental Activities $4,908,562 Business-Type Activities Water $2,957,215 Wastewater 1,677,036 Stormwater 1,187,156 Liquor 38,021 Total Depreciation Expense - Business-Type Activities $5,859,428 75 City of Eden Prairie, Minnesota Notes to Financial Statements The interest and principal shall be paid on the earlier of (a) the end of the term of the HUD Mortgage (40 years) or (b) a sale, refinancing or exchange of the Project by the Developer, at which time all principal plus accrued interest shall be paid in a lump sum. Note 6—Interfund Receivables and Payables The composition of due to/from balances as of December 31, 2021, is as follows: The funds will be repaid as special assessment revenue, taxes, grants and other future City planned funding as identified in the City’s Capital Improvement Plan are received. Interfund payables and receivables are representative of lending/borrowing arrangements to cover deficit cash balances. Notes Project Receivable Home Buyer Assistance Program 164,064$ Rehabilitation Assistance Program 428,081 Climatech DEED 52,856 Elevate 500,000 1,145,001$ Due From Due To Other Funds Other Funds Capital Improvement Maintenance 2,025,756$ -$ Public Improvement Construction - 293,839 Eden Prairie Rd Connect to Flying Cloud - 1,731,917 Non-Major Governmental Funds 3,197 3,197 Total 2,028,953$ 2,028,953$ 76 City of Eden Prairie, Minnesota Notes to Financial Statements Note 7—Interfund Transfers The composition of interfund transfers as of December 31, 2021, is as follows: Note 8—Pension Plan Defined Benefit Pension Plans The Health & Benefits and Enterprise Funds typically liquidate the liability related to the pensions. Plan Description The City participates in the following cost-sharing multiple-employer defined benefit pension plans administered by the Public Employees Retirement Association of Minnesota (PERA). PERA’s defined benefit pension plans are established and administered in accordance with Minnesota Statutes, Chapters 353 and 356. PERA’s defined benefit pension plans are tax qualified plans under Section 401 (a) of the Internal Revenue Code. General Employees Retirement Plan All full-time and certain part-time employees of the City of Eden Prairie are covered by the General Employees Plan. General Employees Plan members belong to the Coordinated Plan. Coordinated Plan members are covered by Social Security. Transfers In Transfers Out Amount Purpose General Water 211,613$ Annual budgeted transfer Wastewater 148,130 Annual budgeted transfer Stormwater 63,484 Annual budgeted transfer Non-Major Governmental Funds 300 Assist with park program Capital Improvement Maintenance General 3,196,462 Positive performance Liquor Fund 800,000 Positive performance Shady Oak Road North 2,000,000 Assist with capital improvements Eden Prairie Road Non-Major Governmental Funds 579,051 Assist with capital improvements General LRT Non-Major Governmental Funds 424,272 Assist with capital improvements Wastewater Water 16,140 Transfer capital assets Stormwater Water 147,623 Transfer capital assets Non-Major Governmental Funds General 20,000 Assist with Organized Athletics Public Improvement 2,056,857 Assist with capital improvements Capital Improvement Maintenance 450,000 Assist with capital improvements Shady Oak Road North 1,229,466 Assist with capital improvements Stormwater 100,000 Assist with capital improvements Non-Major Governmental Funds 74,210 Assist with capital improvements Total of transfers 11,517,608$ 77 City of Eden Prairie, Minnesota Notes to Financial Statements Public Employees Police and Fire Plan The Police and Fire Plan, originally established for police officers and firefighters not covered by a local relief association, now covers all police officers and firefighters hired since 1980. Effective July 1, 1999, the Police and Fire Plan also covers police officers and firefighters belonging to local relief associations that elected to merge with and transfer assets and administration to PERA. Benefits Provided PERA provides retirement, disability, and death benefits. Benefit provisions are established by state statute and can only be modified by the state legislature. Vested terminated employees who are entitled to benefits, but are not receiving them yet, are bound by the provisions in effect at the time they last terminated their public service. General Employees Plan Benefits General Employees Plan benefits are based on a member’s highest average salary for any five successive years of allowable service, age, and years of credit at termination of service. Two methods are used to compute benefits for PERA's Coordinated Plan members. Members hired prior to July 1, 1989, receive the higher of Method 1 or Method 2 formulas. Only Method 2 is used for members hired after June 30, 1989. Under Method 1, the accrual rate for Coordinated members is 1.2 percent for each of the first 10 years of service and 1.7 percent for each additional year. Under Method 2, the accrual rate for Coordinated members is 1.7 percent for all years of service. For members hired prior to July 1, 1989 a full annuity is available when age plus years of service equal 90 and normal retirement age is 65. For members hired on or after July 1, 1989 normal retirement age is the age for unreduced Social Security benefits capped at 66. Benefit increases are provided to benefit recipients each January. The postretirement increase is equal to 50 percent of the cost-of-living adjustment (COLA) announced by the SSA, with a minimum increase of at least 1 percent and a maximum of 1.5 percent. Recipients that have been receiving the annuity or benefit for at least a full year as of the June 30 before the effective date of the increase will receive the full increase. Recipients receiving the annuity or benefit for at least one month but less than a full year as of the June 30 before the effective date of the increase will receive a reduced prorated increase. For members retiring on January 1, 2024, or later, the increase will be delayed until normal retirement age (age 65 if hired prior to July 1, 1989, or age 66 for individuals hired on or after July 1, 1989). Members retiring under Rule of 90 are exempt from the delay to normal retirement. Police and Fire Plan Benefits Benefits for the Police and Fire Plan members first hired after June 30, 2010, but before July 1, 2014, vest on a prorated basis from 50 percent after five years up to 100 percent after ten years of credited service. Benefits for Police and Fire Plan members first hired after June 30, 2014, vest on a prorated basis from 50 percent after ten years up to 100 percent after twenty years of credited service. The annuity accrual rate is 3 percent of average salary for each year of service. For Police and Fire Plan members who were first hired prior to July 1, 1989, a full annuity is available when age plus years of service equal at least 90. 78 City of Eden Prairie, Minnesota Notes to Financial Statements Benefit increases are provided to benefit recipients each January. The postretirement increase is fixed at 1 percent. Recipients that have been receiving the annuity or benefit for at least 36 months as of the June 30 before the effective date of the increase will receive the full increase. Recipients receiving the annuity or benefit for at least 25 months but less than 36 months as of the June 30 before the effective date of the increase will receive a reduced prorated increase. Contributions Minnesota Statutes Chapter 353 sets the rates for employer and employee contributions. Contribution rates can only be modified by the state legislature. General Employees Plan Contributions Coordinated Plan members were required to contribute 6.50 percent of their annual covered salary in fiscal year 2021 and the City was required to contribute 7.50 percent for Coordinated Plan members. The City’s contributions to the General Employees Fund for the year ended December 31, 2021, were $1,345,713. The City’s contributions were equal to the required contributions as set by state statute. Police and Fire Plan Contributions Police and Fire Plan members were required to contribute 11.8 percent of their annual covered salary in fiscal year 2021 and the City was required to contribute 17.7 percent for Police and Fire Plan members. The City’s contributions to the Police and Fire Fund for the year ended December 31, 2021, were $1,543,612. The City’s contributions were equal to the required contributions as set by state statute. Pension Costs General Employees Fund Pension Costs At December 31, 2021, the City reported a liability of $10,462,598 for its proportionate share of the General Employees Fund’s net pension liability. The City’s net pension liability reflected a reduction due to the State of Minnesota’s contribution of $16 million. The State of Minnesota is considered a non-employer contributing entity and the state’s contribution meets the definition of a special funding situation. The State of Minnesota’s proportionate share of the net pension liability associated with the City totaled $319,529. The net pension liability was measured as of June 30, 2021, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The City’s proportionate share of the net pension liability was based on the City’s contributions received by PERA during the measurement period for employer payroll paid dates from July 1, 2020, through June 30, 2021, relative to the total employer contributions received from all of PERA’s participating employers. The City’s proportionate share was 0.2450 percent at the end of the measurement period and 0.2422 percent for the beginning of the period. 79 City of Eden Prairie, Minnesota Notes to Financial Statements For the year ended December 31, 2021, the City recognized pension expense of $(96,659) for its proportionate share of the General Employees Plan’s pension expense. Included in the amount, the City recognized $25,781 as pension expense (and grant revenue) for its proportionate share of the State of Minnesota’s contribution of $16 million to the General Employees Plan. At December 31, 2021, the City reported its proportionate share of the General Employees Plan’s deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: The $672,857 reported as deferred outflows of resources related to pensions resulting from the City’s contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2022. Other amounts reported as deferred outflows and deferred inflows of resources related to pensions will be recognized in pension expense as follows: Police and Fire Plan Pension Costs At December 31, 2021, the City reported a liability of $5,289,145 for its proportionate share of the Police and Fire Fund’s net pension liability. The net pension liability was measured as of June 30, 2021, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of that date. The City’s proportion share of the net pension liability was based on the City’s contributions received by PERA during the measurement period for employer payroll paid dates from July 1, 2020, through June 30, 2021, relative to the total employer contributions 80 City of Eden Prairie, Minnesota Notes to Financial Statements received from all of PERA’s participating employers. At June 30, 2021, the City’s proportionate share was .6933% at the end of the measurement period and .7225% for the beginning of the period. The State of Minnesota also contributed $18 million to the Police and Fire Fund in the plan fiscal year ended June 30, 2021. The contribution consisted of $9 million in direct state aid that does meet the definition of a special funding situation and $9 million in supplemental state aid that does not meet the definition of a special funding situation. The $9 million direct state aid was paid on October 1, 2020. Thereafter, by October 1 of each year, the state will pay $9 million to the Police and Fire Fund until full funding is reached or July 1, 2048, whichever is earlier. The $9 million in supplemental state aid will continue until the fund is 90 percent funded, or until the State Patrol Plan (administered by the Minnesota State Retirement System) is 90 percent funded, whichever occurs later. Strong asset returns for the fiscal year ended 2021 will accelerate the phasing out of these state contributions, although we do not anticipate them to be phased out during the fiscal year ending 2022. The State of Minnesota is included as a non-employer contributing entity in the Police and Fire Retirement Plan Schedule of Employer Allocations and Schedule of Pension Amounts by Employer, Current Reporting Period Only (pension allocation schedules) for the $9 million in direct state aid. Police and Fire Plan employers need to recognize their proportionate share of the State of Minnesota’s pension expense (and grant revenue) under GASB 68 special funding situation accounting and financial reporting requirements. For the year ended June 30, 2021, the City recognized pension expense of $(532,644) for its proportionate share of the Police and Fire Plan’s pension expense. The City recognized $43,811 as grant revenue for its proportionate share of the State of Minnesota’s pension expense for the contribution of $9 million to the Police and Fire Fund. The State of Minnesota is not included as a non-employer contributing entity in the Police and Fire Pension Plan pension allocation schedules for the $9 million in supplemental state aid. The City recognized $62,396 for the year ended December 31, 2021 as revenue and an offsetting reduction of net pension liability for its proportionate share of the State of Minnesota’s on-behalf contributions to the Police and Fire Fund. At December 31, 2021, the City reported its proportionate share of the Police and Fire Plan’s deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: 81 City of Eden Prairie, Minnesota Notes to Financial Statements The $771,806 reported as deferred outflows of resources related to pensions resulting from City contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ended December 31, 2022. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: Long-Term Expected Return on Investment The State Board of Investment, which manages the investments of PERA, prepares an analysis of the reasonableness on a regular basis of the long-term expected rate of return using a building-block method in which best-estimate ranges of expected future rates of return are developed for each major asset class. These ranges are combined to produce an expected long-term rate of return by weighting the expected future rates of return by the target asset allocation percentages. The target allocation and best estimates of geometric real rates of return for each major asset class are summarized in the following table: Asset Class Target Allocation Long-Term Expected Real Rate of Return Domestic Equity 33.5% 5.10% International Equity 16.5% 5.30% Fixed Income 25.0% 0.75% Private Markets 25.0% 5.90% Total 100% Actuarial Methods and Assumptions The total pension liability in the June 30, 2021, actuarial valuation was determined using an individual entry-age normal actuarial cost method. The long-term rate of return on pension plan investments used in the determination of the total liability is 6.5 percent. This assumption is based on a review of inflation and investments return assumptions from a number of national investment consulting firms. The review provided a range of return investment return rates deemed to be reasonable by the actuary. An investment return of 6.5 percent was deemed to be within that range of reasonableness for financial reporting purposes. 82 City of Eden Prairie, Minnesota Notes to Financial Statements Inflation is assumed to be 2.25 percent for the General Employees Plan and 2.25 percent for the Police and Fire Plan. Benefit increases after retirement are assumed to be 1.25 percent for the General Employees Plan. The Police and Fire Plan benefit increase is fixed at 1 percent per year and that increase was used in the valuation. Salary growth assumptions in the General Employees Plan range in annual increments from 10.25 percent after one year of service to 3.0 percent after 29 years of service and 6.0 percent per year thereafter. In the Police and Fire Plan, salary growth assumptions range from 11.75 percent after one year of service to 3.0 percent after 24 years of service. Mortality rates for the General Employees Plan are based on the Pub-2010 General Employee Mortality Table. Mortality rates for the Police and Fire Plan are based on the Pub-2010 Public Safety Employee Mortality tables. The tables are adjusted slightly to fit PERA’s experience. Actuarial assumptions for the General Employees Plan are reviewed every four years. The most recent four-year experience study for the General Employees Plan was completed in 2019. The assumption changes were adopted by the Board and became effective with the July 1, 2020 actuarial valuation. The most recent four-year experience studies for the Police and Fire and the Correctional Plan were completed in 2020 were adopted by the Board and became effective with the July 1, 2021 actuarial valuation. The following changes in actuarial assumptions and plan provisions occurred in 2021: General Employees Fund Changes in Actuarial Assumptions: • The investment return and single discount rates were changed from 7.50 percent to 6.50 percent, for financial reporting purposes. • The mortality improvement scale was changed from Scale MP-2019 to Scale MP-2020. Changes in Plan Provisions: • There were no changes in plan provisions since the previous valuation. Police and Fire Fund Changes in Actuarial Assumptions: • The investment return and single discount rates were changed from 7.50 percent to 6.50 percent, for financial reporting purposes. • The inflation assumption was changed from 2.50 percent to 2.25 percent. • The payroll growth assumption was changed from 3.25 percent to 3.00 percent. • The base mortality table for healthy annuitants and employees was changed from the RP-2014 table to the Pub-2010 Public Safety Mortality table. The mortality improvement scale was changed from MP-2019 to MN-2020. 83 City of Eden Prairie, Minnesota Notes to Financial Statements • The base mortality table for disabled annuitants was changed from the RP-2014 healthy annuitant mortality table (with future mortality improvement according to Scale MP-2019) to the Pub-2010 Public Safety disabled annuitant mortality table (with future mortality improvement according to Scale MP-2020). • Assumed rates of salary increase were modified as recommended in the July 14, 2020 experience study. The overall impact is a decrease in gross salary increase rates. • Assumed rates of retirement were changed as recommended in the July 14, 2020 experience study. The changes result in slightly more unreduced retirements and fewer assumed early retirements. • Assumed rates of withdrawal were changed from select and ultimate rates to service-based rates. The changes result in more assumed terminations. • Assumed rates of disability were increased for ages 25-44 and decreased for ages over 49. Overall, proposed rates result in more projected disabilities. • Assumed percent married for active female members was changed from 60 percent to 70 percent. Minor changes to form of payment assumptions were applied. Changes in Plan Provisions: • There were no changes in plan provisions since the previous valuation. Discount Rate The discount rate used to measure the total pension liability in 2021 was 6.5 percent. The projection of cash flows used to determine the discount rate assumed that contributions from plan members and employers will be made at rates set in Minnesota Statutes. Based on these assumptions, the fiduciary net position of the General Employees Fund and the Police and Fire Fund were projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. Pension Liability Sensitivity The following presents the City’s proportionate share of the net pension liability for all plans it participates in, calculated using the discount rate disclosed in the preceding paragraph, as well as what the City’s proportionate share of the net pension liability would be if it were calculated using a discount rate one percentage point lower or one percentage point higher than the current discount rate: 84 City of Eden Prairie, Minnesota Notes to Financial Statements Pension Plan Fiduciary Net Position Detailed information about each pension plan’s fiduciary net position is available in a separately-issued PERA financial report that includes financial statements and required supplementary information. That report may be obtained on the Internet at www.mnpera.org. Public Employees Defined Contribution Plan Five council members of the City of Eden Prairie are covered by the Defined Contribution Plan, a multiple-employer deferred compensation plan administered by PERA. The Defined Contribution Plan is a tax qualified plan under Section 401(a) of the Internal Revenue Code and all contributions by or on behalf of employees are tax deferred until time of withdrawal. Plan benefits depend solely on amounts contributed to the plan plus investment earnings, less administrative expenses; therefore, there is no future liability to the City. Minnesota Statutes, Chapter 353D.03, specifies plan provisions, including the employee and employer contribution rates for those qualified personnel who elect to participate. An eligible elected official who decides to participate contributes five percent of salary which is matched by the elected official's employer. For salaries employees employer contributions must be a fixed percentage of salary. Employees who are paid for their services may elect to make member contributions in an amount not to exceed the employer share. Employer and employee contributions are combined and used to purchase shares in one or more of the seven accounts of the Minnesota Supplemental Investment Fund. For administering the plan, PERA receives two percent of employer contributions and twenty-five hundredths of one percent (0.25 percent) of the assets in each member's account annually. Pension expense for the year is equal to the contributions made. Total contributions made by the City’s during fiscal year 2021 were: Defined Benefit Pension Plans – Volunteer Fire Fighter’s Relief Association Plan Description Firefighters of the City of Eden Prairie are members of the Eden Prairie Firefighter Relief Association. The Association is the administrator of the single-employer defined benefit pension plan available to firefighters. The plan was established in 1968 and operates under the provisions of Minnesota Statutes Chapter 69, Chapter 424A, and the Association’s by-laws. As of December 31, 2020, membership includes 97 active participants, 110 retirees and beneficiaries currently receiving benefits, and 22 terminated employees entitled to but not yet receiving benefits. The plan issues a stand-alone financial statement. 85 City of Eden Prairie, Minnesota Notes to Financial Statements Benefits Provided Authority for payment of pension benefits is established in Minnesota Statutes §69.77 and may be amended only by the Minnesota State Legislature. Each member who is at least 50 years of age, has separated from active service with the Eden Prairie Fire Department, has served at least 10 years of active service with such department before retirement, and has been a member of the Association in good standing for at least 10 years prior to such retirement, shall be entitled to receive a service pension based on the vested amount of service time accrued. Full vesting occurs at 10 years of service, with no provision for partial vesting. Upon retirement, an irrevocable election for one of the following two plan options must be made. • Monthly Service Pension – Each eligible member electing this plan is entitled to receive a monthly service pension calculated by multiplying $56 times each year that member has been an active firefighter in the Fire Department and member in good standing of the Relief Association, up to a maximum monthly pension of $1,792. • Lump Sum Service Pension – each eligible member electing this plan is entitled to receive a one-time lump sum service pension equivalent to the base sum amount of $12,400 multiplied by the total number of years of active service. A member of the Association who has completed 10 or more years of active service with the Fire Department and has been an active member in the Association for at least 10 years, but has not reached age 50, shall have the right to retire from the Fire Department without forfeiting the right to a service pension. The member shall be entitled to a deferred service pension, and upon attaining the age of 50, the Association shall, upon application thereof, pay the member’s pension from the date the application is approved. A member, who is disabled with a fire service related disability, shall be eligible to collect a disability benefit. The member shall be eligible to receive the disability benefit immediately upon approval of the Board of Trustees. The disability benefit amount shall be equal to the service pension amount in effect on the date of the disability for each year of active service. A member must apply for and meet all the requirements for disability as defined in the bylaws in order to receive such benefits. A member currently receiving a disability benefit shall receive all approved increases in the monthly service pension applicable to that member’s number of years of active firefighting service. In the event of the death of an active or deferred member of the Association, the surviving spouse, if any, shall be paid 100% of the lump sum benefit for each year of service. If such member who has no surviving spouse leaves a surviving child or children, such child or children as a group shall be paid 100% of the lump sum benefit for each year of active service. If such member has no spouse and no surviving children but has a designated beneficiary on file, such beneficiary shall be paid 100% of the lump sum benefit for each year of active service. If such member has no spouse, no surviving children, and no designated beneficiary, the member’s estate shall be paid 100% of the lump sum benefit. Such death benefits are payable without regard to minimum or partial vesting requirements. If an active member dies before completing one year of active service, the Association 86 City of Eden Prairie, Minnesota Notes to Financial Statements shall pay a death benefit to his or her surviving spouse, surviving children or designated beneficiary on file in the same order and procedure as describe above of $10,000. In the event of the death of a retired member of the Association, the surviving spouse, if any, shall be paid until death or remarriage of the surviving spouse, monthly, two-thirds of the monthly service pension for each year of active service. If such member leave a surviving child or children in the addition to a spouse, such child or children, in the aggregate, shall be paid, monthly, the sum of one-third of the monthly service pension. If such member is survived only by a child or children, such child or children, in the aggregate, shall be paid, monthly, the sum of 100% of the monthly service pension for each year of active service. Minnesota Statutes Section 424A.10 provides for the payment of a supplemental benefit equal to 10% of a regular lump sum distribution up to a maximum of $1,000. The supplemental benefit is in lieu of state income tax exclusion for lump sum distributions and will no longer be available if state tax law is modified to exclude lump sum distributions from state income tax. The Association qualifies for these benefits. Contributions Minnesota Statues Chapter 424A.093 specifies minimum support rates required on an annual basis. The significant actuarial assumptions used to compute the municipal support are the same as those used to compute the accrued pension liability. The minimum contribution from the City of Eden Prairie and state aid is determined as follows: The Plan is funded in part by fire state aid and, if necessary, City contributions. The State of Minnesota distributed to the City $511,566 in fire state aid and $5,000 of supplemental benefit paid by the City to the Relief Association for the year ended December 31, 2021. Required employer contributions are calculated annually based on statutory provisions. The City’s statutorily required contribution to the plan for the year ended December 31, 2021 was $68,174. Pension Costs At December 31, 2021, the City reported $3,929,445 for the Association’s net pension asset. The net pension asset was measured as of December 31, 2020, and the total pension asset used to calculate the net pension asset was determined by an actuarial valuation as of January 1, 2020. As a result of its requirement to contribute to the Relief Association, the City recognized fire expense of $3,694,202 for the year ended December 31, 2021. At December 31, 2021, the City reported deferred outflows of resources and deferred inflows of resources from the following sources: 87 City of Eden Prairie, Minnesota Notes to Financial Statements The City contributions to the Association subsequent to the measurement date of $584,740, reported as deferred outflows of resources, will be recognized as an addition of the net pension asset in the year ended December 31, 2022. Other amounts reported as deferred outflows and inflows of resources related to the Association’s pension will be recognized in pension expense as follows: Actuarial Assumptions The actuarial total pension liability was determined as of December 31, 2020, using the following actuarial assumptions, applied to all periods included in the measurement: Valuation Date 1/1/20 Actuarial Cost Method Entry Age Normal Amortization Method Level Dollar Closed Actuarial Assumptions: Discount Rate 5.50% Investment Rate of Return 5.50% 20-Year Municipal Bond Yield 3.50%Age of Service Retirement Later of Age 50 or 10 years of service Mortality Assumed life expectancies were based on the RP-2014 Generational mortality table projected with Improvement Scale MP-2019 Disability Rate as a percent by age: Age 20: 0.08% Age 30: 0.08% Age 40: 0.20% Age 50: 0.49% 88 City of Eden Prairie, Minnesota Notes to Financial Statements The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimates of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These asset class estimates are combined to produce the portfolio long-term expected rate of return by weighting the expected future real rates of return by weighting the expected future real rates of return by the current asset allocation percentage (or target allocation, if available) and by adding expected inflation. Best estimates of geometric real and nominal rates of return for each major asset class included in the pension plan's asset allocation are summarized in the following table: Discount Rate The discount rate used to measure the total pension liability was 5.5%. Assets were projected using expected benefit payments and expected asset returns. Expected benefit payments were discounted by year using expected assets return assumption for years in which the assets were sufficient to pay all benefit payments. Any remaining benefit payments after the trust fund is exhausted are discounted at the municipal bond rate of return. The equivalent single rate is the discount rate. Based on those assumptions, the pension plan's fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Pension Liability Sensitivity The following presents the City of Eden Prairies proportionate share of the net pension liability of the Association, calculated using the discount rate of 5.50%, as well as what the Association’s net pension liability would be if it were calculated using a discount rate that is one percentage point lower (4.50%) or one percentage point higher (6.50%) than the current rate: Age 55: 0.89% 25% of active disabilities are assumed to be in the line of duty or fire-service related. Withdrawal Service 0-4 years: 7% Service 5-9 years: 2% Service 10+ years: 8% Percent Married 85% Age Difference 3 Years Form of Payment 50% Annuity (J&S if married), 50% Lump Sum 89 City of Eden Prairie, Minnesota Notes to Financial Statements Plan’s Fiduciary Net Position Detailed information about the Plan’s fiduciary’s net position is available in a separately-issued report. That report may be obtained by writing to Eden Prairie Firefighter’s Association, 14800 Scenic Heights Rd., Eden Prairie, MN 55344 or by calling (952)949-8367. Information about the changes in the Plan’s net pension liability (asset) is as follows: 90 City of Eden Prairie, Minnesota Notes to Financial Statements Note 9—Other Post-Employment Benefits Plan Plan Description The City's single-employer defined benefit OPEB plan provides OPEB for all permanent full-time employees of the City. The City’s OPEB Plan is administered by the City. The City does not administer a trust and therefore does not issue a separate report. Benefits Provided All retirees of the City have the option under state law to continue their medical insurance coverage through the City from the time of retirement until the employee reaches the age of eligibility for Medicare. For members of all employee groups, the retiree must pay the full premium to continue coverage for medical and dental insurance. The City is legally required to include any retirees for whom it provides health insurance coverage in the same insurance pool as its active employees, whether the premiums are paid by the City or the retiree. Consequently, participating retirees are considered to receive a secondary benefit known as an “implicit rate subsidy.” This benefit relates to the assumption that the retiree is receiving a more favorable premium rate than they would otherwise be able to obtain if purchasing insurance on their own, due to being included in the same pool with the City’s younger and statistically healthier active employees. Employees Covered by Benefit Terms At January 1, 2021, membership included 12 retirees and others currently receiving benefits, 3 spouses receiving payments and 276 active plan members. Contributions All post-employment benefits are based on contractual agreements with employee groups. These contractual agreements do not include any specific contribution or funding requirements. Total OPEB Liability The City's total OPEB liability was measured as of January 1, 2021, and was determined by an actuarial valuation as of January 1, 2020. The Health & Benefits and Enterprise Funds typically liquidate the liability related to OPEB. 91 City of Eden Prairie, Minnesota Notes to Financial Statements Actuarial Assumptions The total OPEB liability in the January 1, 2020, actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement, unless otherwise specified: Inflation 2.5% Salary Increases Service graded table Healthcare cost trend rates 6.25% in 2021 grading to 5.00% over 5 years and then to 4.00% over the next 48 years Mortality rates were based on the Pub-2010 Public Retirement Plans Headcount-Weighted Mortality Tables (General, Safety) with MP-2019 Generational Improvement Scale. Discount Rate The discount rate used to measure the total OPEB liability was 2.0%. Since the plan is not funded by a trust, the discount rate is equal to the 20-year Municipal Bond Yield. Since the most recent valuation, the discount rate was changed from 2.9% to 2.0%. Changes in the Total OPEB Liability Sensitivity of the Total OPEB Liability to Changes in the Discount Rate The following presents the total OPEB liability of the City, as well as what the City's total OPEB liability would be if it were calculated using a discount rate that is 1% point lower (1.0%) or 1% point higher (3.0%) than the current discount rate: 92 City of Eden Prairie, Minnesota Notes to Financial Statements Sensitivity of the Total OPEB Liability to Changes in the Healthcare Cost Trend Rates The following presents the total OPEB liability of the City, as well as what the City's total OPEB liability would be if it were calculated using healthcare cost trend rates that are 1% point lower (5.25% decreasing to 4%) or 1% point higher (7.25% decreasing to 6%) than the current healthcare cost trend rates: OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEB For the year ended December 31, 2021, the City recognized OPEB expense of $278,994. At December 31, 2021, the City reported deferred outflows and inflows of resources related to OPEB from the following sources: The City’s contributions subsequent to the measurement date of $177,557, reported as deferred outflows of resources, will be recognized as a reduction of the total OPEB liability in the City’s fiscal year ended December 31, 2022. Other amounts reported as deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows: 93 City of Eden Prairie, Minnesota Notes to Financial Statements Note 10—Leases As Lessee The City has entered into lease agreements for two space leases in connection with its liquor store operations. Rental expense, excluding a prorated share of real estate taxes and common area operating costs, for the year ended December 31, 2021 was $190,680. The following is an annual schedule of future minimum lease payments under these leases. The lease agreement with Prairie Village also includes a percentage rent to the landlord during the term in the amount equal to five percent (5%) of gross sales in excess of three million, five hundred thousand for years 2021-2022 and five percent (5%) of gross sales in excess of four million for years 2023-2028. The City has entered into an eight month lease agreement with the Metropolitan Airports Commission for athletic fields. Rental expense for the year ended December 31, 2021 was $15,000. The City has entered into a one year lease agreement with the Metropolitan Airports Commission for community garden plots. Rental expense for the year ended December 31, 2021 was $561. The City has entered into a lease agreement with the Minnesota Department of Natural Resources for the Staring Lake trail right of way. Rental expense for the year ended December 31, 2021 was $520. The City has paid the final payment of the rental term which expires on June 30, 2022. The City has entered into a lease agreement with CAPREF Eden Prairie LLC for office space used on the lower level of Eden Prairie Center. Rental expense for the year ended December 31, 2021 was $4,667. The City will continue to pay $4,667 per year for the remaining lease term which expires March 31, 2024. The City has entered into a three year lease agreement with Vigilant Solutions LLC for license plate readers. Rental expense for the year ended December 31, 2021 was $3,252. Year Ended Prairie Prairie December 31 Village View 2022 96,012 105,237 2023 96,012 107,882 2024 104,016 110,607 2025 104,016 113,332 2026 112,020 116,217 thereafter 205,370 398,345 717,446$ 951,620$ 94 City of Eden Prairie, Minnesota Notes to Financial Statements As Lessor The City occupies approximately half of the City Center building. The remaining half was leased to the Eden Prairie Independent School District and United Natural Foods during 2021. The City has a lease agreement with the Eden Prairie Independent School District for 51,315 square feet in the City Center building and received $380,415 of rental revenue for this space in 2021. The School District terminated their lease effective December 31, 2021. The City also received the School District’s portion of Common Area Maintenance (CAM) for maintenance, insurance and taxes. United Natural Foods (UNFI), formerly SuperValu, started paying a lump sum gross rent on March 1, 2015. The City received $1,612,034 in gross rent for 2021. This gross rent amount is intended to cover both base rent and CAM. The City calculated UNFI’s 2021 CAM (based on the building’s CAM budget and square footage) at $646,070 leaving $965,964 as Rental Revenue. The City will receive Gross Rent annually through June 30, 2022. Gross rent received will be $819,835 in 2022. The City has entered into a lease agreement with Pure Grace LLC for the rental of space located at the Smith Douglas More House. Rental income for the year ended December 31, 2021 was $26,917. Rent was reduced by fifty percent due to the coronavirus pandemic from January-May 2021. The tenant resumed full rent beginning June 2021. This lease has been extended beyond the current expiration date of December 31, 2027 for a time equal to the abatement period of 13 months. The City is expected to receive $34,000 annually through 2028. The City has entered into a lease agreement with Eden Prairie Montessori for the rental of space located at 8098 Glen Lane. This lease agreement commenced on July 1, 2017 and continues through September 30, 2022. Rental income for the year ended December 31, 2021 was $78,921. The City will receive $59,779 in 2022. The City has entered into a lease agreement with Nguyen Family Inc dba Lotus Nails Spa for 1,402 square feet of rental space located in the Den Road Liquor store building. Rental income for the year ended December 31, 2021 was $18,138. Rent for the months of January through September 2021 was reduced by fifty percent by the City due to the Coronavirus pandemic and rent for the months of October through December 2021 was reduced by twenty-five percent due to the Coronavirus pandemic. The City will receive rent annually through 2024. Annual rent is expected to be $30,231 in 2022, $32,246 in 2023 and $18,810 in 2024. The City has entered into a lease agreement with Chuck & Don’s Pet Food & Supplies for 3,379 square feet of rental space located in the Den Road Liquor store building. Rental income for the year ended December 31, 2021 was $99,061. Due to the Coronavirus pandemic, rent for the months of April through June 2020 was reduced by thirty percent with the amount paid back in monthly installments in 2021. The City will receive rent annually through January 31, 2029. Annual rent will be $93,908 in 2022, $95,598 in 2023, $97,287 in 2024, $98,977 in 2025, $100,666 in 2026 and $215,130 in years 2027-2029. 95 City of Eden Prairie, Minnesota Notes to Financial Statements The City has entered into a one year lease agreement with a tenant for the rental of space located at 9100 Riley Lake Road (the “Riley House”). Rental income for the year ended December 31, 2021 was $7,260. The City has entered into a lease agreement with True Friends, a Minnesota non-profit corporation, for the use of Camp Eden Wood. Base rent received was $1 and covers the entire 20 year lease term from January 1, 2015 until December 31, 2034. The City has entered into a lease agreement with Eden Prairie Historical Society for the use of Cummins-Phipps-Grill House. Base rent received is $1/year and will continue through March 31, 2025. The City has entered into a lease with Eden Prairie Schools for the use of the girls hockey locker room located at the Community Center. This lease commenced on October 1, 2021 and ends on September 30, 2024. The City received $4,356 in rental income for 2021 and will continue to receive $4,356 annually for 2022 and 2023. The City has entered into communication facilities license agreements with AT&T, Sprint, T-Mobile, and Verizon for cell antenna equipment placed on City property such as roofs and water tower tanks. In 2021, the City received $367,166 in rental income. Annual rent will be $345,060 in 2022, $341,449 in 2023, $326,302 in 2024, $322,886 in 2025, and $254,538 in 2026. The City has entered into small wireless facility collocation agreements with Verizon Wireless for cellular equipment placed on City property such as light poles and traffic signal poles. For 2021, the City received $4,800 in rental income. These rental agreements will continue until 2026 for which the City will receive $4,800 annually. The assets acquired for these lease agreements are as follows: 2021 2021 2020 2020 Governmental Liquor Governmental Liquor Activities Fund Activities Fund Asset: Land 2,628,813$ 536,659$ 2,628,813$ 536,659$ Land Improvements 1,432,264 - 1,445,223 - Building 12,750,471 2,628,498 12,750,471 2,653,037 Less: Accumulated Depreciation (7,749,896) (1,562,715) (7,449,533) (1,549,233) Total 9,061,652$ 1,602,442$ 9,374,974$ 1,640,463$ Depreciation Expense 313,323$ 38,021$ 356,197$ 73,389$ 96 City of Eden Prairie, Minnesota Notes to Financial Statements Note 11—Long Term Debt Bonds The City issues general obligation bonds to provide funds for the acquisition and construction of major capital facilities. General obligation bonds have been issued for both governmental and business-type activities. General obligation bonds are direct obligations and pledge the full faith and credit of the City. The City also issues assessment debt with governmental commitment to provide funds for the construction of streets and utilities. These bonds will be repaid from amounts levied against the property owners benefited by this construction. In the event that a deficiency exists because of unpaid or delinquent assessments at the time a debt service payment is due, the City must provide resources to cover the deficiency until other resources are received. Assessment debt with governmental commitment has been issued for governmental activities. The City also issues tax abatement bonds. These bonds and interest thereon are payable from abatements collected from certain property in the City. If abatement revenues are insufficient to meet principal and interest due, the City is required to levy ad valorem taxes without limit as to rate or amount on all taxable property in the City to make up the deficiency. Bonds currently outstanding (in thousands of dollars) are as follows: 2021 Interest Original Amount Maturities Rates Issue Outstanding Governmental Activity General Obligation Bonds G.O. Refunding Bonds 2020A 2025 0.85% 6,081$ 4,891$ Assess Debt With Govt Commit G.O. Bonds of 2016A 2032 2.30-3.00% 2,360 1,495 G.O. Refunding Bonds 2020A 2025 0.85% 1,336 1,080 Tax Abatement Bonds G.O. Tax Abatement Bonds 2014A 2035 2.00-3.75% 17,155 14,090 G.O. Tax Abatement Bonds 2021A 2035 2.00-4.00% 11,940 11,940 Total Governmental Activity 38,872 33,496 Business Type Activitiy G.O. Bonds of 2016A 2027 2.30-3.00% 1,580 1,005 G.O. Water Bonds 2019A 2039 2.00-3.00% 4,920 4,540 G.O. Water Bonds 2021A 2037 2.00-4.00% 5,420 5,420 Total Business Type Activity 11,920 10,965 Total 50,792$ 44,461$ 97 City of Eden Prairie, Minnesota Notes to Financial Statements Annual debt service requirements to maturity for governmental activity bonds (in thousands of dollars) are as follows: Years Ending 12/31 Principal Interest Principal Interest Principal Interest Principal Interest 2022 1,218$ 42$ 488$ 47$ 14,090$ 487$ 15,796$ 576$ 2023 1,218 31 498 38 755 378 2,471 447 2024 1,216 21 498 29 830 347 2,544 397 2025 1,239 11 376 22 720 316 2,335 349 2026 - - 105 17 755 286 860 303 2027 - - 105 14 775 256 880 270 2028 - - 105 12 800 224 905 236 2029 - - 100 9 1,135 185 1,235 194 2030 - - 100 7 955 144 1,055 151 2031 - - 100 4 995 110 1,095 114 2032 - - 100 1 1,025 79 1,125 80 2033 - - - - 1,050 53 1,050 53 2034 - - - - 1,060 32 1,060 32 2035 - - - - 1,085 11 1,085 11 Total 4,891$ 105$ 2,575$ 200$ 26,030$ 2,908$ 33,496$ 3,213$ Total Assessment Debt with Govt Commitment G.O.Bonds Improv Bonds Tax Abatement Bonds 98 City of Eden Prairie, Minnesota Notes to Financial Statements Annual debt service requirements to maturity for business-type activity bonds (in thousands of dollars) are as follows: Capital Lease In December 2016, the City entered into a new lease for financing the purchase of turn out gear for the Fire department. The lease agreement qualifies as a capital lease for accounting purposes and, therefore, has been recorded at the present value of their future minimum lease payments as of the inception date. The gross amount of equipment acquired under this is $286,942. The lease was paid off in 2021. Changes in Long Term Debt Long-term debt activity for the year ended December 31, 2021, (in thousands of dollars) was as follows: Years Ending 12/31 Principal Interest Total 2022 350$ 251$ 601$ 2023 620 294 914 2024 665 272 937 2025 685 249 934 2026 710 226 936 2027 735 202 937 2028 575 180 755 2029 595 159 754 2030 615 137 752 2031 640 117 757 2032 660 100 760 2033 675 84 759 2034 685 70 755 2035 700 56 756 2036 715 41 756 2037 735 26 761 2038 300 15 315 2039 305 7 312 Total 10,965$ 2,486$ 13,451$ Revenue Bonds 99 City of Eden Prairie, Minnesota Notes to Financial Statements For the governmental activities, the capital lease is generally paid with unassigned fund balances within the General fund. Compensated absences will be paid out of the Internal Service fund. There are a number of limitations and restrictions contained in the various bond indentures. The City is in compliance with all significant limitations and restrictions. Call provisions are applicable to certain general obligation and special assessment bond issues. On October 28, 2020, the City issued $7,417,000 of G.O. Refunding Bonds, Series 2020A. The bonds bear interest at a rate of .85%, and with a maturity in 2025. Of the proceeds, $459,000 provided refunding for the G.O. Revolving Bonds 2010A, $877,000 for the G.O. Revolving Bonds 2011D, $4,408,000 for the G.O. Refunding Bonds 2012A and $1,673,000 for the G.O. Refunding Bonds 2012B. The 2010A and 2011D bonds were refunded in 2020 and the 2012A and 2012B bonds were refunded in 2021. Future debt service payments will be reduced by $311,386 with a net present value benefit of $311,633. Due Beginning Ending Within Balance Additions Reductions Balance One Year Governmental Activity G.O. Bonds 13,166$ -$ 8,275$ 4,891$ 1,218$ Assess. Debt With Govt Commit Improvement Bonds 4,276 - 1,701 2,575 488 Tax Abatement Bonds 15,000 11,940 910 26,030 14,090 Issuance Premium/Discount 413 1,348 106 1,655 - Total Bonds 32,855 13,288 10,992 35,151 15,796 Compensated Absences 2,569 2,103 2,279 2,393 1,123 Capital Lease 60 - 60 - - Total 35,484$ 15,391$ 13,331$ 37,544$ 16,919$ Business Type Activity Revenue Bonds 5,885$ 5,420$ 340$ 10,965$ 350$ Issuance Premium/Discount 204 525 19 710 - Total Bonds 6,089 5,945 359 11,675 350 Compensated Absences 375 356 334 397 186 Total 6,464$ 6,301$ 693$ 12,072$ 536$ Refunding Principal to Issue to be Refunded Date be Refunded 2012A G.O. Refunding Bonds 1/1/2021 4,375,000$ 2012B G.O. Refunding Bonds 1/1/2021 1,660,000 100 City of Eden Prairie, Minnesota Notes to Financial Statements On December 8, 2021, the City issued $17,360,000 of G.O. Water Revenue and Refunding Bonds, Series 2021A. The bonds bear interest at a rate of 2%-4%, and with a maturity in 2035 and 2037. Of the proceeds, $5,420,000 will be used for the meter change out program and $11,940,000 provided refunding for the G.O. Tax Abatement Bonds 2014A. The 2014A bonds will be refunded in 2022. Future debt service payments will be reduced by $1,937,268 with a net present value benefit of $1,775,629. Note 12—Risk Financing and Related Insurance Issues The City is exposed to various risk of loss related to torts; thefts of, damage to and destruction of assets; errors and omissions; injuries to employees; and natural disasters. In order to protect against these risks of loss, the City purchases commercial insurance through the League of Minnesota Cities Insurance Trust, a public entity risk pool, for property insurance and workers compensation. This pool currently operates as a common risk management and insurance program for municipal entities. The City pays an annual premium to the League for its insurance coverage. The League of Minnesota Cities Insurance Trust is self-sustaining through commercial companies for excess claims. The City is covered through the pool for any claims incurred but unreported, however, retains risk for the deductible portion of its insurance policies. The amount of these deductibles is considered immaterial to the financial statements. During the year ended December 31, 2021, there were no significant reductions in insurance coverage from the prior year. Settled claims have not exceeded the City’s commercial coverage in any of the past three years. Note 13—Contingencies The City has been named in various legal actions. At the present time, there is no significant litigation pending that would cause a material effect on the financial statements if unfavorable rulings would result. While it is not possible to provide any probability of success or estimate of potential loss in defending any of these legal actions, the City expects to contest the allegations vigorously and does not believe these actions will have a material effect on the financial statements. A potential claim may be asserted against the City arising out of its membership in the Western Area Firing Training Academy (WAFTA). WAFTA is a joint powers entity consisting of 11 member cities that was formed in 1974 to purchase property to be used and operated as a fire training facility. In the late 1980’s, WAFTA became aware that the site was contaminated. Since that time, WAFTA has been working with the Minnesota Pollution Control Agency (MPCA) and other responsible parties to address the contamination issues on the site. At this time, there is not an estimated dollar amount of the cost to remediate the site nor has a claim been asserted against WAFTA or the City. Refunding Principal to Issue to be Refunded Date be Refunded 2014A G.O.Tax Abatement Bonds 1/15/2022 13,165,000$ 101 City of Eden Prairie, Minnesota Notes to Financial Statements Note 14—Contract Commitments At December 31, 2021, the City had commitments on various capital projects. These commitments totaled approximately $11,066,088. The breakdown by fund is shown below. Note 15—Conduit Debt Obligations From time to time, the City has issued Industrial Revenue and Housing bonds to provide financial assistance to private-sector entities for the acquisition and construction of industrial and commercial facilities deemed to be in the public interest. The bonds are secured by the property financed and are payable solely from payments received on the underlying mortgage loans. Upon repayment of the bonds, ownership of the acquired facilities transfers to the private-sector entity served by the bond issuance. Neither the City, the State, nor any political subdivision thereof is obligated in any manner for repayment of the bonds. Accordingly, the bonds are not reported as liabilities in the accompanying financial statements. As of December 31, 2021, there were 4 series of Housing Bonds outstanding with balances of $20,110,901. Note 16—Tax Abatements The City enters into property tax abatement agreements through the use of tax increment financing districts with local businesses under various Minnesota Statutes. Under these statutes the City annually abates taxes collected above the districts’ base tax capacity which is established during adoption of the tax increment district. These agreements are established to foster economic development and redevelopment through creating jobs, removing blight and providing affordable housing. The City uses Minnesota Statutes 469.001 to 469.047 and 469.174 to 469.179 (The Tax Increment Act) to create these districts. For the fiscal year ended December 31, 2021, the City has one agreement established under Minnesota Statute 469.001 to 469.047 which resulted in property taxes totaling $286,542 being Fund Total General 12,384$ Public Improvement Construction 70,716 Capital Improvement Maintenance 115,796 Shady Oak Rd North 308,906 Eden Prairie Rd Connect to Flying Cloud 30,617 General LRT 20,430 Other Governmental 4,047,019 Water 4,865,501 Wastewater 496,400 Stormwater 88,741 Internal Service 1,009,578 11,066,088$ 102 City of Eden Prairie, Minnesota Notes to Financial Statements abated. The agreement is a pay as you go note to convert substandard property into an office and retail complex. For the fiscal year ended December 31, 2021, the City has seven agreements established under Minnesota Statute 469.174 to 469.179 (The Tax Increment Act) which resulted in property taxes totaling $1,905,810 being abated. The following agreements each exceeded 10 percent of the total amount abated, during the year: • A pay as you go note to finance the cost of a senior rental housing project that provides housing in part for persons or families with low to moderate income. The abatement amount was $634,794. • A pay as you go note to finance the cost of a rental apartment project that provides housing in part for persons or families with low to moderate income. The abatement amount was $374,318. • A pay as you go note to finance the cost of a senior rental housing project that provides housing in part for persons or families with low to moderate income. The abatement amount was $298,745. • A pay as you go note to finance the cost of a rental housing project that provides housing in part for persons or families with low to moderate income. The abatement amount was $563,108. Note 17—Fund Balance Classification At December 31, 2021, a summary of the governmental fund balance classifications are as follows: GeneralObligation Public Capital Shady Oak Eden Eden Prairie Rd OtherTax Abatement Improvement Improvement Road Prairie Connect to General GovtGeneralBonds 2014A/20A Construction Maintenance North Road Flying Cloud LRT Funds TotalNonspendable: Prepaid Items 187,378$ -$ -$ 36,696$ -$ -$ -$ -$ 47,193$ 271,267$ Cemetery Perpetual Care - - - - - - - - 182,519 182,519Total Nonspendable 187,378 - - 36,696 - - - - 229,712 453,786 Restricted for: Debt Service - 14,381,155 - - - - - - 1,823,944 16,205,099Special Assessments - - - - 679,997 - - - - 679,997Park Dedication Fees - - - - - - - - 3,637,351 3,637,351 Franchise Fee - - - - - - - - 2,513,921 2,513,921Grants- - - - - - - - 63,298 63,298 Cemetary - - - - - - - - 142,930 142,930Police- - - - - - - - 64,537 64,537Recycling- - - - - - - - 10,813 10,813 Historical and Cultural - - - - - - - - 43,864 43,864Tax Increment - - - - - - - - 3,492,926 3,492,926 - 14,381,155 - - 679,997 - - - 11,793,584 26,854,736 Assigned to: Capital Projects - - - 24,785,372 - - - - 5,794,838 30,580,210Improvement Projects - - - - - - - - 4,177,617 4,177,617 Total Assigned - - - 24,785,372 - - - - 9,972,455 34,757,827 Unassigned:29,132,535 - (443,570) - - - (1,766,244) (14,093) (3,357) 26,905,271 Total Fund Balance 29,319,913$ 14,381,155$ (443,570)$ 24,822,068$ 679,997$ -$ (1,766,244)$ (14,093)$ 21,992,394$ 88,971,620$ 103 City of Eden Prairie, Minnesota Notes to Financial Statements Note 18—New Standards Issued But Not Yet Implemented GASB Statement No. 87, Leases establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. Under this statement, a lessee is required to recognize a lease liability and an intangible right-to-use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources, thereby enhancing the relevance and consistency of information about governments’ leasing activities. This statement will be effective for the year ending December 31, 2022. 104 REQUIRED SUPPLEMENTARY INFORMATION 105 City of Eden Prairie, Minnesota Required Supplemental Information Modified Approach for Infrastructure Assets Condition Rating of the City’s Street System: Comparison of Needed-to-Actual Maintenance/Preservation: The condition of road pavement is measured using Good Pointe’s Icon pavement management system. Pavements in the City of Eden Prairie are visually inspected using the Paver-based Pavement Condition Index (PCI) methodology. The methodology is based on a numeric rating system ranging from 100 for a newly surfaced pavement to 0 for a failed pavement. The condition index is used to classify roads in excellent condition (85-100), very good condition (70-84), good condition (55-69), fair condition (40-54), poor condition (25-39), very poor condition (10-24) and failed condition (0-9). It is the City’s policy to maintain an average PCI of 70 percent. Average PCI 2019 84.4% 2016 76.9% 2013 79.7% 2010 81.1% 2007 82.3% 2004 80.4% 2021 2020 2019 2018 2017 Budget 3,735,500$ 2,949,500$ 2,954,500$ 3,372,500$ 2,879,533$ Actual 3,562,681 4,154,944 3,154,439 2,700,544 2,802,882 Difference (172,819)$ 1,205,444$ 199,939$ (671,956)$ (76,651)$ 106 City of Eden Prairie, Minnesota Required Supplemental Information Schedule of Changes in the City’s Total OPEB Liability and Related Ratios Less than ten years is presented due to information not available. Will add additional years as they become available. No assets are accumulated in a trust to pay related benefits. 107 City of Eden Prairie, M innesota Required Supplemental Information Schedule of Proportionate Share of Net Pension Liability Public Employees General Employees Retirement Fund L ast T en Y ear s* Fiscal Year Ending Employer's Proportion (Percentage) of the Net Pension Liability (Asset) Employer's Proportionate Share (Amount) of the Net Pension Liability (Asset) (a) State's Proportionate Share (Amount) of the Net Pension Liability Associated with the City (b) Employer's Proportionate Share of the Net Pension Liability and the State's Proportionate Share of the Net Pension Liability Associated with the City (a+b) Employer's Covered Payroll** (c) Employer's Proportionate Share of the Net Pension Liability (Asset) as a Percentage of its Covered Payroll (a/c) Plan Fiduciary Net Position as a Percentage of the Total Pension Liability June 30, 2015 0.2525%13,085,860$ -$ 13,085,860$ 14,836,066$ 88.20%78.2% June 30, 2016 0.2482%20,152,608 263,262 20,415,870 15,161,268 132.92%68.9% June 30, 2017 0.2536%16,189,657 203,595 16,393,252 16,339,119 99.09%75.9% June 30, 2018 0.2419%13,419,620 440,302 13,859,922 16,251,609 82.57%79.5% June 30, 2019 0.2365%13,075,555 406,316 13,481,871 16,728,911 78.16%80.2% June 30, 2020 0.2422%14,520,997 447,832 14,968,829 17,272,920 84.07%79.1% June 30, 2021 0.2450%10,462,598 319,529 10,782,127 17,641,013 59.31%87.0% * This schedule is provided prospectively beginning with the fiscal year ended December 31, 2015. **For purposes of this schedule, covered payroll is defined as "pensionable wages." 108 City of Eden Prairie, Minnesota Required Supplemental Information Schedule of Proportionate Share of Net Pension Liability Public Employees Police and Fire Fund L ast T en Y ear s* Fiscal Year Ending Employer's Proportion (Percentage) of the Net Pension Liability (Asset) Employer's Proportionate Share (Amount) of the Net Pension Liability (Asset) (a) State Proportionate Share (Amount) of the Net Pension Liability Associated with the City City's Proportionate Share of the Net Pension Liability and the State's Proportionate Share of the Net Pension Liability Associated with the City Employer's Covered Payroll** (b) Employer's Proportionate Share of the Net Pension Liability (Asset) as a Percentage of its Covered Payroll (a/b) Plan Fiduciary Net Position as a Percentage of the Total Pension Liability June 30, 2015 0.7770%8,828,538$ N/A 8,828,538$ 7,116,963$ 124.05%86.6% June 30, 2016 0.7580%30,419,859 N/A 30,419,859 7,302,618 416.56%63.9% June 30, 2017 0.7510%10,139,393 N/A 10,139,393 7,706,718 131.57%85.4% June 30, 2018 0.7296%7,776,785 N/A 7,776,785 7,689,360 101.14%88.8% June 30, 2019 0.7299%7,770,523 N/A 7,770,523 7,702,165 100.89%89.3% June 30, 2020 0.7225%9,458,299 224,377 9,682,676 8,151,644 116.03%87.2% June 30, 2021 0.6933%5,289,145 240,567 5,529,712 8,193,333 64.55%93.7% * This schedule is provided prospectively beginning with the fiscal year ended December 31, 2015. **For purposes of this schedule, covered payroll is defined as "pensionable wages." 109 City of Eden Prairie, Minnesota Required Supplemental Information Schedule of Proportionate Share of Net Pension Liability Eden Prairie Fire Relief Last Ten Years* * This schedule is provided prospectively beginning with the fiscal year ended December 31, 2014. 110 City of Eden Prairie, Minnesota Required Supplemental Information Schedule of Contributions Public Employees General Employees Retirement Fund L ast T en Y ear s* Year Ending Statutorily Required Contributions (a) Contributions in Relation to the Statutorily Required Contributions (b) Contribution Deficiency (Excess) (a-b) Covered Payroll** (d) Contributions as a Percentage of Covered Payroll (b/d) December 31, 2015 1,164,110$ 1,164,110$ -$ 15,528,311$ 7.50% December 31, 2016 1,157,735 1,157,735 - 15,436,692 7.50% December 31, 2017 1,199,292 1,199,292 - 15,990,664 7.50% December 31, 2018 1,231,656 1,231,656 - 16,470,531 7.48% December 31, 2019 1,286,909 1,286,909 - 17,163,209 7.50% December 31, 2020 1,290,562 1,290,562 - 17,207,493 7.50% December 31, 2021 1,345,713$ 1,345,713$ 17,940,189$ 7.50% * This schedule is provided prospectively beginning with the fiscal year ended December 31, 2015. **For purposes of this schedule, covered payroll is defined as "pensionable wages." 111 City of Eden Prairie, Minnesota Required Supplemental Information Schedule of Contributions Public Employees Police and Fire Fund L ast T en Y ear s* Year Ending Statutorily Required Contributions (a) Contributions in Relation to the Statutorily Required Contributions (b) Contribution Deficiency (Excess) (a-b) Covered Payroll** (d) Contributions as a Percentage of Covered Payroll (b/d) December 31, 2015 1,215,450$ 1,215,450$ -$ 7,509,128$ 16.2% December 31, 2016 1,188,923 1,188,923 - 7,339,334 16.2% December 31, 2017 1,224,005 1,224,005 - 7,555,723 16.2% December 31, 2018 1,260,639 1,260,639 - 7,780,987 16.2% December 31, 2019 1,342,840 1,342,840 - 7,922,043 16.95% December 31, 2020 1,464,610 1,464,610 - 8,264,270 17.72% December 31, 2021 1,543,612$ 1,543,612$ -$ 8,720,972$ 17.70% * This schedule is provided prospectively beginning with the fiscal year ended December 31, 2015. **For purposes of this schedule, covered payroll is defined as "pensionable wages." 112 City of Eden Prairie, Minnesota Required Supplemental Information Schedule of Contributions Eden Prairie Fire Relief Last Ten Years 113 City of Eden Prairie, Minnesota Notes to Required Supplemental Information Notes to Schedules of Changes in Net Pension Liabilities and Related Ratios Other Post-Employment Benefits Plan The City has no assets accumulated in a trust that meets the criteria in GASB 75. 2021 Changes Changes in Actuarial Assumptions: • The discount rate was changed from 2.90% to 2.00%. 2020 Changes Changes in Actuarial Assumptions: • The health care trend rates, mortality tables, salary increase rates, and subsidy end date of one officer (age 58 as of the valuation date) injured in the line of duty were updated. • The discount rate was changed from 3.80% to 2.90%. 2019 Changes Changes in Plan Provisions: • Per a special agreement, one retiree received City paid medical and dental premiums for six months during 2019. Changes in Actuarial Assumptions: • The discount rate was changed from 3.30% to 3.80%. General Employees Fund 2021 Changes Changes in Actuarial Assumptions: • The investment return and single discount rates were changed from 7.50 percent to 6.50 percent, for financial reporting purposes. • The mortality improvement scale was changed from Scale MP-2019 to Scale MP-2020. Changes in Plan Provisions: • There were no changes in plan provisions since the previous valuation. 2020 Changes Changes in Actuarial Assumptions: • The price inflation assumption was decreased from 2.50% to 2.25%. • The payroll growth assumption was decreased from 3.25% to 3.00%. • Assumed salary increase rates were changed as recommended in the June 30, 2019 experience study. The net effect is assumed rates that average 0.25% less than previous rates. • Assumed rates of retirement were changed as recommended in the June 30, 2019 experience study. The changes result in more unreduced (normal) retirements and slightly fewer Rule of 90 and early retirements. 114 City of Eden Prairie, Minnesota Notes to Required Supplemental Information •Assumed rates of termination were changed as recommended in the June 30, 2019experience study. The new rates are based on service and are generally lower than theprevious rates for years 2-5 and slightly higher thereafter. •Assumed rates of disability were changed as recommended in the June 30, 2019 experiencestudy. The change results in fewer predicted disability retirements for males and females. •The base mortality table for healthy annuitants and employees was changed from the RP-2014 table to the Pub-2010 General Mortality table, with adjustments. The base mortalitytable for disabled annuitants was changed from the RP-2014 disabled annuitant mortalitytable to the PUB-2010 General/Teacher disabled annuitant mortality table, withadjustments. •The mortality improvement scale was changed from Scale MP-2018 to Scale MP-2019. •The assumed spouse age difference was changed from two years older for females to oneyear older. •The assumed number of married male new retirees electing the 100% Joint & Survivoroption changed from 35% to 45%. The assumed number of married female new retireeselecting the 100% Joint & Survivor option changed from 15% to 30%. The correspondingnumber of married new retirees electing the Life annuity option was adjusted accordingly.Changes in Plan Provisions •Augmentation for current privatized members was reduced to 2.0% for the period July1, 2020 through December 31, 2023 and 0.0% after. Augmentation was eliminated forprivatizations occurring after June 30, 2020.2019 Changes Changes in Actuarial Assumptions: •The morality projection scale was changed from MP-2017 to MP-2018.Changes in Plan Provisions: •The employer supplemental contribution was changed prospectively, decreasing from $31.0million to $21.0 million per year. The State’s special funding contribution was changedprospectively, requiring $16.0 million due per year through 2031.2018 Changes Changes in Actuarial Assumptions: •The morality projection scale was changed from MP-2015 to MP-2017. •The assumed benefit increase was changed from 1.00 percent per year through 2044 and2.50 percent per year thereafter to 1.25 percent per year.Changes in Plan Provisions: •The augmentation adjustment in early retirement factors is eliminated over a five-year periodstarting July 1, 2019, resulting in actuarial equivalence after June 30, 2024. •Interest credited on member contributions decreased from 4.00 percent to 3.00 percent, beginningJuly 1, 2018. •Deferred augmentation was changed to 0.00 percent, effective January 1, 2019. Augmentation thathas already accrued for deferred members will still apply. •Contribution stabilizer provisions were repealed. •Postretirement benefit increases were changed from 1.00 percent per year with a provisionto increase to 2.50 percent upon attainment of 90.00 percent funding ratio to 50.00 percent 115 City of Eden Prairie, Minnesota Notes to Required Supplemental Information of the Social Security Cost of Living Adjustment, not less than 1.00 percent and not more than 1.50 percent, beginning January 1, 2019. • For retirements on or after January 1, 2024, the first benefit increase is delayed until the retiree reaches normal retirement age; does not apply to Rule of 90 retirees, disability benefit recipients, or survivors. • Actuarial equivalent factors were updated to reflect revised mortality and interest assumptions. 2017 Changes Changes in Actuarial Assumptions: • The combined service annuity (CSA) loads were changed from 0.80 percent for active members and 60.00 percent for vested and non-vested deferred members. The revised CSA load are now 0.00 percent for active member liability, 15.00 percent for vested deferred member liability, and 3.00 percent for non-vested deferred member liability. • The assumed postretirement benefit increase rate was changed for 1.00 percent per year for all years to 1.00 percent per year through 2044 and 2.50 percent per year thereafter. Changes in Plan Provisions: • The State’s contribution for the Minneapolis Employees Retirement Fund equals $16,000,000 in 2017 and 2018, and $6,000,000 thereafter. • The Employer Supplemental Contribution for the Minneapolis Employees Retirement Fund changed from $21,000,000 to $31,000,000 in calendar years 2019 to 2031. The state’s contribution changed from $16,000,000 to $6,000,000 in calendar years 2019 to 2031. 2016 Changes Changes in Actuarial Assumptions: • The assumed postretirement benefit increase rate was changed from 1.00 percent per year through 2035 and 2.50 percent per year thereafter to 1.00 percent per year for all years. • The assumed investment return was changed from 7.90 percent to 7.50 percent. The single discount rate changed from 7.90 percent to 7.50 percent. • Other assumptions were changed pursuant to the experience study June 30, 2015. The assumed future salary increases, payroll growth, and inflation were decreased by 0.25 percent to 3.25 percent for payroll growth and 2.50 percent for inflation. Changes in Plan Provisions • There have been no changes since the prior valuation. 2015 Changes: Changes in Actuarial Assumptions: • The assumed postretirement benefit increase rate was changed from 1.00 percent per year through 2030 and 2.50 percent per year thereafter to 1.00 percent per year through 2035 and 2.50 percent per year thereafter. Changes in Plan Provisions: • On January 1, 2015, the Minneapolis Employees Retirement Fund was merged into the General Employees Fund, which increased the total pension liability by $1.1 billion and increase the fiduciary plan net position by $892 million. Upon consolidation, state and employer contributions were revised; the State’s contribution of $6.0 million, which meets the special funding situation definition, was due September 2015. 116 City of Eden Prairie, Minnesota Notes to Required Supplemental Information Police and Fire Fund 2021 Changes Changes in Actuarial Assumptions: •The investment return and single discount rates were changed from 7.50 percent to6.50 percent, for financial reporting purposes. •The inflation assumption was changed from 2.50 percent to 2.25 percent. •The payroll growth assumption was changed from 3.25 percent to 3.00 percent. •The base mortality table for healthy annuitants and employees was changed from theRP-2014 table to the Pub-2010 Public Safety Mortality table. The mortalityimprovement scale was changed from MP-2019 to MN-2020. •The base mortality table for disabled annuitants was changed from the RP-2014 healthyannuitant mortality table (with future mortality improvement according to Scale MP-2019) to the Pub-2010 Public Safety disabled annuitant mortality table (with futuremortality improvement according to Scale MP-2020). •Assumed rates of salary increase were modified as recommended in the July 14, 2020experience study. The overall impact is a decrease in gross salary increase rates. •Assumed rates of retirement were changed as recommended in the July 14, 2020experience study. The changes result in slightly more unreduced retirements and fewerassumed early retirements. •Assumed rates of withdrawal were changed from select and ultimate rates to service-based rates. The changes result in more assumed terminations. •Assumed rates of disability were increased for ages 25-44 and decreased for ages over49. Overall, proposed rates result in more projected disabilities. •Assumed percent married for active female members was changed from 60 percent to70 percent. Minor changes to form of payment assumptions were applied.Changes in Plan Provisions: •There were no changes in plan provisions since the previous valuation.2020 Changes Changes in Actuarial Assumptions •The morality projection scale was changed from MP-2018 to MP-2019.Changes in Plan Provisions •There have been no changes since the prior valuation.2019 Changes Changes in Actuarial Assumptions •The morality projection scale was changed from MP-2017 to MP-2018.Changes in Plan Provisions •There have been no changes since the prior valuation.2018 Changes Changes in Actuarial Assumptions 117 City of Eden Prairie, Minnesota Notes to Required Supplemental Information •The morality projection scale was changed from MP-2016 to MP-2017.Changes in Plan Provisions •Postretirement benefit increases were changed to 1.00 percent for all years, with no trigger. •An end date of July 1, 2048 was added to the existing $9.0 million state contribution. •New annual state aid will equal $4.5 million in fiscal years 2019 and 2020, and $9.0 millionthereafter until the plan reaches 100 percent funding, or July 1, 2048, if earlier. •Member contributions were changed from 10.80 percent to 11.30 percent of pay, effectiveJanuary 1, 2019 and 11.80 percent of pay, effective January 1, 2020. •Employer contributions were changed from 16.20 percent to 16.95 percent of pay, effective January1, 2019 and 17.70 percent of pay, effective January 1, 2020. •Interest credited on member contributions decreased from 4.00 percent to 3.00 percent,beginning July 1, 2018. •Deferred augmentation was changed to 0.00 percent, effective January 1, 2019. Augmentation thathas already accrued for deferred members will still apply. •Actuarial equivalent factors were updated to reflect revised mortality and interestassumptions.2017 Changes Changes in Actuarial Assumptions •Assumed salary increases were changed as recommended in the June 30, 2016 experiencestudy. The net effect is proposed rates that average 0.34 percent lower than the previousrates. •Assumed rates of retirement were changed, resulting in fewer retirements. •The combined service annuity (CSA) load was 30.00 percent for vested and non-vested,deferred members. The CSA has been changed to 33.00 percent for vested members and 2.00 percent for non-vested members. •The base mortality table for healthy annuitants was changed from the RP-2000 fullygenerational table to the RP-2014 fully generational table (with a base year of 2006), withmale rates adjusted by a factor of 0.96. The mortality improvement scale was changed fromScale AA to Scale MP-2016. The base mortality table for disabled annuitants was changedfrom the RP-2000 disabled mortality table to the mortality tables assumed for healthyretirees. •Assumed termination rates were decreased to 3.00 percent for the first three years ofservice. Rates beyond the select period of three years were adjusted, resulting in moreexpected terminations overall. •Assumed percentage of married female members was decreased from 65.00 percent to 60.00percent. •Assumed age difference was changed from separate assumptions for male members (wivesassumed to be three years younger) and female members (husbands assumed to be fouryears older) to the assumption that males are two years older than females. •The assumed percentage of female members electing joint and survivor annuities wasincreased. •The assumed postretirement benefit increase rate was changed from 1.00 percent for allyears to 1.00 percent per year through 2064 and 2.50 percent thereafter. 118 City of Eden Prairie, Minnesota Notes to Required Supplemental Information •The single discount rate was changed from 5.60 percent per annum to 7.50 percent perannum.Changes in Plan Provisions •There have been no changes since the prior valuation.2016 Changes Changes in Actuarial Assumptions •The assumed postretirement benefit increase rate was changed from 1.00 percent per yearthrough 2037 and 2.50 percent per year thereafter to 1.00 percent per year for all futureyears. •The assumed investment return was changed from 7.90 percent to 7.50 percent. •The single discount rate changed from 7.90 percent to 5.60 percent. •The assumed future salary increases, payroll growth, and inflation were decreased by 0.25percent to 3.25 percent for payroll growth and 2.50 percent for inflation.Changes in Plan Provisions •There have been no changes since the prior valuation.2015 Changes Changes in Actuarial Assumptions •The assumed postretirement benefit increase rate was changed from 1.00 percent per yearthrough 2030 and 2.50 percent per year thereafter to 1.00 percent per year through 2037and 2.50 percent per year thereafter.Changes in Plan Provisions •The postretirement benefit increase to be paid after the attainment of the 90.00 percentfunding threshold was changed from inflation up to 2.50 percent, to a fixed rate of 2.50percentFire Relief 2020 Changes •No changes since 2019 report2019 Changes •The mortality projection scale was updated from MP-2017 to MP-20192018 Changes •The lump sum benefit level was increased from $10,000 to $12,400 •The mortality projection scale was updated from MP-2016 to MP-2017 •The termination decrement scale was updated to reflect a recent experience study •The lump sum election rate was changed from 20% to 50%2017 Changes •No changes since 2016 report 119 City of Eden Prairie, Minnesota Notes to Required Supplemental Information 2016 Changes •The base mortality table was updated from the RP-2014 Blue Collar table to the unadjustedRP-2014 table •The mortality projection scale was updated from MP-2014 to MP-20162015 Changes •No changes since 2014 report which was the year of implementation so no further changesto note. 120 COMBINING FUND STATEMENTS 121 City of Eden Prairie, Minnesota Nonmajor Governmental Funds Special Revenue Funds Special revenue funds are used to account for and report the proceeds of specific revenue sources that are restricted or committed to expenditures for specified purposes other than debt service or capital projects. Housing Redevelopment Authority (HRA Grant) - This fund accounts for monies received under Title I of the Housing and Community Development Act of 1974 and other related housing activities. Pleasant Hills Cemetery - This fund accounts for the current operations of the City cemetery including maintenance costs and lot sales. Grant – This fund accounts for monies received from the State. The grant will fund an police officer who will dedicate his time to decreasing DWI’s. Recycling - This fund accounts for monies received from Hennepin County's household waste rebate programs. All dollars received are to be refunded to eligible households within Eden Prairie. Historical and Cultural - This fund accumulates revenue from the sale of a book on Eden Prairie's 100-year history and the sale of old street signs. The book was donated to the City by the Eden Prairie Historical Society, with revenues earmarked for expenditure on the preservation of the history of Eden Prairie. Debt Service Funds Debt service funds are used to account for all financial resources that are restricted, committed, or assigned to expenditures for principal and interest. General Obligation Refunding Bonds 2016A – This fund accounts for the refunding of the G.O. Bonds 2008B which accounted for the accumulation of resources needed to repay bonds issued to finance the construction of streets, lateral utilities, and drainage for the Flying Cloud Drive construction project. The primary sources of repayment on these bonds are special assessments levied on benefited properties. General Obligation Improvement Bonds 10A/20A – This fund is used to account for the accumulation of tax revenues needed to repay bonds issued to pay the construction costs for the Singletree Lane project. G.O. Bonds 10A were refunded with G.O. Bonds 20A. General Obligation Refunding 2011C – This fund accounts for the refunding of the G.O. Park Referendum Bonds which accounted for the accumulation of tax revenues needed to repay bonds issued to finance construction projects for various trails, park improvements and the community center. 122 City of Eden Prairie, Minnesota Nonmajor Governmental Funds Debt Service Funds (Continued) General Obligation Refunding 11D/20A – This fund accounts for the refunding of the G.O. Improvement Revolving Bonds which accounted for the accumulation of tax revenues needed to repay bonds issued to finance the construction at 212 and Charleston Road. G.O. Bonds 11D were refunded with G.O. Bonds 20A. General Obligation Refunding 12A/20A – This fund accounts for the refunding of the G.O. Bonds 2005C which accounted for the accumulation of tax revenues needed to repay bonds issued to finance construction projects for various trails, park improvements and the community center. G.O. Bonds 12A were refunded with G.O. Bonds 20A. General Obligation Refunding 12B/20A – This fund accounts for the refunding of the G.O. Bonds 2006B which accounted for the accumulation of tax revenues needed to repay bonds issued to finance construction projects for the new fire station. G.O. Bonds 12B were refunded with G.O. Bonds 20A. General Obligation Improvement Bonds 2012C– This fund is used to account for the accumulation of special assessments needed to repay bonds issued to finance the Shady Oak Road North project. General Obligation Bonds 2016A – This fund is used to account for the accumulation of special assessments needed to repay bonds issued to finance the West 70th project. Capital Project Funds Capital projects funds are used to account for all financial resources that are restricted, committed, or assigned to expenditures for capital outlay. Police - This fund accounts for all confiscated money, and / or property obtained through drug-related criminal arrests and compliance fines. The funds are earmarked for expenditures on law enforcement operations. E-911 - This fund accounts for monies received from the State of Minnesota to be used for the E-911emergency system.Senior Board - This fund was established to account for monies received for Senior Awareness Week. Park Improvement - This fund accounts for the park dedication fees, grants, and other contributions earmarked for expenditure on park acquisition and development. 123 City of Eden Prairie, Minnesota Nonmajor Governmental Funds Capital Project Funds (Continued) CIP Trails - This fund accounts for the accumulation of resources to be used for capital improvements and maintenance of City trails. CIP Pavement Management - This fund accounts for the accumulation of resources to be used for capital improvements and maintenance of City streets. Economic Development – This fund accounts for money set aside to assist in the redevelopment of the City. Project – This fund accounts for tax increment revenue set aside to assist in the redevelopment of the City. HRA – This fund accounts for the accumulation of resources to be used for economic development projects. Tree Replacement – This fund accounts for tree replacement fees that are collected from permittees who have demonstrated that it is not possible or reasonable to plant all or some of the required replacement trees on site. The revenue will be used for planting of trees and natural enhancements within the City. Transportation - This fund accounts for proceeds of state aid. This revenue is used to finance street improvements. Cable PEG (Public, Educational, and Government) – This fund accounts for the revenues collected from Comcast. These funds will be used for the production of PEG Access programming. Homeowners Improvements Area – This fund accounts for the accumulation of resources to be used for Housing Improvements to the Fairway Woods II Condominiums. SingleTree Lane South – This fund accounts for the accumulation of resources to be used for the streetscaping, lighting and landscaping improvements for the southern half of Singletree Lane. Duck Lake Road Construction – This fund accounts for the accumulation of resources to be used to upgrade existing rural roadway to a 2 lane urban roadway. Permanent Funds Permanent funds are used to account for resources that are restricted to the extent that only earnings, and not principal, may be used for purposes that support the City’s programs that is, for the benefit of the City or its citizens. 124 City of Eden Prairie, Minnesota Nonmajor Governmental Funds Cemetery Perpetual Care - This fund was established to account for funds dedicated for cemetery maintenance in accordance with state statutes. 125 Page 1 of 6 City of Eden Prairie, Minnesota Combining Balance Sheet Nonmajor Governmental Funds December 31, 2021 Pleasant HistoricalHRAHillsGrantandGrantCemeteryFundRecyclingCultural Total ASSETS Cash and Investments $129,476 $119,031 $29,738 $41,382 $43,904 $363,531 Receivables Accounts - 650 - - - 650 Interest - 270 104 - 119 493 Due from Other Governments 69,257 - 37,662 - - 106,919 Unremitted Taxes - - - - - - Unremitted Special Assessments - - - - - - Delinquent Special Assessments - - - - - - Deferred Special Assessments - - - - - - Special Deferred Special Assessments - - - - - - Due from Other Funds - - - - - - Prepaid Items 130 - - - - 130 Land Held for Resale - - - - - - Notes Receivable - - - - - - Total Assets $198,863 $119,951 $67,504 $41,382 $44,023 $471,723 LIABILITIES Accounts and Contracts Payable $196,881 $1,546 $- $30,569 $62 $229,058 Salaries Payable 1,982 - 4,206 - - 6,188 Investment Interest Payable - - - - - - Due to Other Governments - - - - 97 97 Due to Other Funds - - - - - - Unearned Revenue - 900 - - - 900 Total Liabilities 198,863 2,446 4,206 30,569 159 236,243 DEFERRED INFLOWS OF RESOURCESUnavailable Revenue-Revenue - 650 - - - 650 Unavailable Revenue-Special Assessments - - - - - - Total Deferred Inflows of Resources - 650 - - - 650 FUND BALANCES Nonspendable 130 - - - - 130 Restricted - 116,855 63,298 10,813 43,864 234,830 Assigned - - - - - - Unassigned (130) - - - - (130) Total Fund Balance - 116,855 63,298 10,813 43,864 234,830 Total Liabilities, Deferred Inflows of Resources, and Fund Balances $198,863 $119,951 $67,504 $41,382 $44,023 $471,723 Special Revenue 126 Page 2 of 6 City of Eden Prairie, Minnesota Combining Balance Sheet Nonmajor Governmental Funds December 31, 2021 ASSETS Cash and Investments Receivables Accounts Interest Due from Other Governments Unremitted Taxes Unremitted Special Assessments Delinquent Special Assessments Deferred Special Assessments Special Deferred Special Assessments Due from Other Funds Prepaid Items Land Held for Resale Notes ReceivableTotal Assets LIABILITIES Accounts and Contracts PayableSalaries PayableInvestment Interest PayableDue to Other Governments Due to Other Funds Unearned RevenueTotal Liabilities DEFERRED INFLOWS OF RESOURCESUnavailable Revenue-Revenue Unavailable Revenue-Special Assessments Total Deferred Inflows of Resources FUND BALANCES NonspendableRestrictedAssignedUnassignedTotal Fund Balance Total Liabilities, Deferred Inflows of Resources, and Fund Balances General General General General GeneralObligation Obligation Obligation Obligation ObligationRefundingImprovementRefundingRefundingRefundingBondsBonds Bonds Bonds Bonds 2016A 10A/20A 2011C 11D/20A 12A/20A $436,386 $147,186 $- $587,098 $339,041 - - - - - 1,131 514 - 1,910 3,150 - - - - - - - - - 5,035 - - - 177 - - - - - - 220,000 301,891 - 598,004 - - - - 120,762 - - - - - - - - - - - - - - - - - - - - - $657,517 $449,591 $- $1,307,951 $347,226 $97 $- $- $- $- - - - - - - - - - - - - - - - - - - - - - - - - - 97 - - - - - - - - - 220,000 301,891 - 718,766 - 220,000 301,891 - 718,766 - - - - - - 437,420 147,700 - 589,185 347,226 - - - - - - - - - - 437,420 147,700 - 589,185 347,226 $657,517 $449,591 $- $1,307,951 $347,226 Debt Service 127 Page 3 of 6 City of Eden Prairie, Minnesota Combining Balance Sheet Nonmajor Governmental Funds December 31, 2021 ASSETS Cash and Investments Receivables Accounts Interest Due from Other Governments Unremitted Taxes Unremitted Special Assessments Delinquent Special Assessments Deferred Special Assessments Special Deferred Special Assessments Due from Other Funds Prepaid Items Land Held for Resale Notes ReceivableTotal Assets LIABILITIES Accounts and Contracts PayableSalaries PayableInvestment Interest PayableDue to Other Governments Due to Other Funds Unearned RevenueTotal Liabilities DEFERRED INFLOWS OF RESOURCESUnavailable Revenue-Revenue Unavailable Revenue-Special Assessments Total Deferred Inflows of Resources FUND BALANCES NonspendableRestrictedAssignedUnassignedTotal Fund Balance Total Liabilities, Deferred Inflows of Resources, and Fund Balances General GeneralObligationObligation GeneralRefundingImprovementObligationBonds Bonds Bonds 12B/20A 2012C 2016A Total $187,140 $- $111,942 $1,808,793 - - - - 1,584 - 92 8,381 - - - - 1,752 - - 6,787 - - - 177 - - - - - - 1,057,414 2,177,309 - - - 120,762 - - - - - - - - - - - - - - - - $190,476 $- $1,169,448 $4,122,209 $- $- $97 $194 - - - - - - - - - - - - - - - - - - - - - - 97 194 - - - - - - 1,057,414 2,298,071 - - 1,057,414 2,298,071 - - - - 190,476 - 111,937 1,823,944 - - - - - - - - 190,476 - 111,937 1,823,944 $190,476 $- $1,169,448 $4,122,209 Debt Service 128 Page 4 of 6 City of Eden Prairie, Minnesota Combining Balance Sheet Nonmajor Governmental Funds December 31, 2021 ASSETS Cash and Investments Receivables Accounts Interest Due from Other Governments Unremitted Taxes Unremitted Special Assessments Delinquent Special Assessments Deferred Special Assessments Special Deferred Special Assessments Due from Other Funds Prepaid Items Land Held for Resale Notes ReceivableTotal Assets LIABILITIES Accounts and Contracts PayableSalaries PayableInvestment Interest PayableDue to Other Governments Due to Other Funds Unearned RevenueTotal Liabilities DEFERRED INFLOWS OF RESOURCESUnavailable Revenue-Revenue Unavailable Revenue-Special Assessments Total Deferred Inflows of Resources FUND BALANCES NonspendableRestrictedAssignedUnassignedTotal Fund Balance Total Liabilities, Deferred Inflows of Resources, and Fund Balances CIPSeniorParkCIPPavementPoliceE-911 Board Improvement Trails Management $45,558 $59,565 $17,042 $4,497,134 $431,886 $2,675,308 1,000 - - - - 866,451 154 174 53 10,823 768 9,968 33,754 13,380 - - - - - - - - - - - - - - - - - - - - - - - - - - 75,001 - - - - - - - - - - - - - - 40,562 - - - - - - - - - - - - - - - - $80,466 $113,681 $17,095 $4,507,957 $507,655 $3,551,727 $4,382 $141 $- $4,070 $4,384 $30,067 - - - - - - - - - - - - - - - - - - - - - - - - - - - 393,992 - - 4,382 141 - 398,062 4,384 30,067 - - - - - - - - - - 75,001 - - - - - 75,001 - - 40,562 - - - - 25,877 38,660 - 3,423,706 - 2,253,923 50,207 34,318 17,095 686,189 428,270 1,267,737 - - - - - - 76,084 113,540 17,095 4,109,895 428,270 3,521,660 $80,466 $113,681 $17,095 $4,507,957 $507,655 $3,551,727 Capital Projects 129 Page 5 of 6 City of Eden Prairie, Minnesota Combining Balance Sheet Nonmajor Governmental Funds December 31, 2021 ASSETS Cash and Investments Receivables Accounts Interest Due from Other Governments Unremitted Taxes Unremitted Special Assessments Delinquent Special Assessments Deferred Special Assessments Special Deferred Special Assessments Due from Other Funds Prepaid Items Land Held for Resale Notes ReceivableTotal Assets LIABILITIES Accounts and Contracts PayableSalaries PayableInvestment Interest PayableDue to Other Governments Due to Other Funds Unearned RevenueTotal Liabilities DEFERRED INFLOWS OF RESOURCESUnavailable Revenue-Revenue Unavailable Revenue-Special Assessments Total Deferred Inflows of Resources FUND BALANCES NonspendableRestrictedAssignedUnassignedTotal Fund Balance Total Liabilities, Deferred Inflows of Resources, and Fund Balances EconomicDevelopment Project Tree CableFundFundHRAReplacementTransportationPEG $2,842,437 $4,327,086 $317,334 $213,006 $1,132,306 $252,547 742 - - - - 21,089 8,940 12,439 814 639 - 698 - - - - - - - - 1,336 - - - - - - - 234 - - - - - 190 - - - - - 42,692 - - - - - 820,353 - - - - - 3,197 - - - - - - 6,501 703,000 - - - - - 52,856 1,092,145 - - - - $3,607,975 $5,431,670 $319,484 $213,645 $1,998,972 $280,835 $93,601 $6,546 $- $- $3,925 $- - - 5,407 - - - - - - - 2,240 - - 75,125 - - - - - - - - - - 6,642 - - - - - 100,243 81,671 5,407 - 6,165 - - - - - - - - - - 863,235 - - - - - 863,235 - - - - - - 6,501 - 3,492,926 - 213,645 - 259,998 3,507,732 1,857,073 314,077 - 1,129,572 14,336 - - - - - - 3,507,732 5,349,999 314,077 213,645 1,129,572 280,835 $3,607,975 $5,431,670 $319,484 $213,645 $1,998,972 $280,835 Capital Projects 130 Page 6 of 6 City of Eden Prairie, Minnesota Combining Balance Sheet Nonmajor Governmental Funds December 31, 2021 ASSETS Cash and Investments Receivables Accounts Interest Due from Other Governments Unremitted Taxes Unremitted Special Assessments Delinquent Special Assessments Deferred Special Assessments Special Deferred Special Assessments Due from Other Funds Prepaid Items Land Held for Resale Notes ReceivableTotal Assets LIABILITIES Accounts and Contracts PayableSalaries PayableInvestment Interest PayableDue to Other Governments Due to Other Funds Unearned RevenueTotal Liabilities DEFERRED INFLOWS OF RESOURCESUnavailable Revenue-Revenue Unavailable Revenue-Special Assessments Total Deferred Inflows of Resources FUND BALANCES NonspendableRestrictedAssignedUnassignedTotal Fund Balance Total Liabilities, Deferred Inflows of Resources, and Fund Balances Cemetery TotalHomeownersSingleTreeDuckPerpetual NonmajorImprovementsLaneLake Road Care GovernmentalAreaSouthReconstructionTotalFundFunds $- $- $901,972 $17,713,181 $207,970 $20,093,475 - - - 889,282 - 889,932 - - - 45,470 624 54,968 - - - 47,134 - 154,053 - - - 1,336 - 8,123 - - - 234 - 411 - - - 190 - 190 28,771 - - 146,464 - 2,323,773 - - - 820,353 - 941,115 - - - 3,197 - 3,197 - - - 47,063 - 47,193 - - - 703,000 - 703,000 - - - 1,145,001 - 1,145,001 $28,771 $- $901,972 $21,561,905 $208,594 $26,364,431 $- $- $233,847 $380,963 $- $610,215 - - - 5,407 - 11,595 30 - 2,276 4,546 - 4,546 - - - 75,125 - 75,222 3,197 - - 3,197 - 3,197 - - - 400,634 - 401,534 3,227 - 236,123 869,872 - 1,106,309 - - - - - 650 28,771 - - 967,007 - 3,265,078 28,771 - - 967,007 - 3,265,728 - - - 47,063 182,519 229,712 - - - 9,708,735 26,075 11,793,584 - - 665,849 9,972,455 - 9,972,455 (3,227) - - (3,227) - (3,357) (3,227) - 665,849 19,725,026 208,594 21,992,394 $28,771 $- $901,972 $21,561,905 $208,594 $26,364,431 PermanentFundCapital Projects 131 Page 1 of 6 City of Eden Prairie, Minnesota Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds For the Year Ended December 31, 2021 Pleasant Historical HRA Hills Grant andGrantCemeteryFundRecyclingCultural TotalREVENUES General Property Taxes $- $- $- $- $- $- Special Assessments - - - - - - Licenses and Permits - - - - - - Intergovernmental Revenue 579,557 - 126,142 101,041 - 806,740 Charges for Services - 63,595 - - - 63,595 Fines and Forfeits - - - - - - Investment Income - 14 328 - (191) 151 Rental - - - - - - Other Contributions and Donations - - - - - - Miscellaneous - - - 236 8,310 8,546 Total Revenues 579,557 63,609 126,470 101,277 8,119 879,032 EXPENDITURES Current Community Development 579,557 - - - 846 580,403 Police - - 93,618 - - 93,618 Public Works - - - 100,589 - 100,589 Parks and Recreation - 16,136 - - - 16,136 Capital OutlayAdministration - - - - - - Public Works - - - - - - Parks and Recreation - - - - - - Debt Service Principal - - - - - - Interest - - - - - - Fiscal Agent Fees - - - - - - Total Expenditures 579,557 16,136 93,618 100,589 846 790,746 Excess of Revenues Over (Under) Expenditures - 47,473 32,852 688 7,273 88,286 OTHER FINANCING SOURCES (USES) Payment to Refunded Bond - - - - - - Transfers In - - - - - - Transfers Out - - - - - - Total Other Financing Sources (Uses)- - - - - - Net Change in Fund Balances - 47,473 32,852 688 7,273 88,286 Fund Balances (Deficit) - Beginning - 69,382 30,446 10,125 36,591 146,544 Fund Balances (Deficit) - Ending $- $116,855 $63,298 $10,813 $43,864 $234,830 Special Revenue 132 Page 2 of 6 City of Eden Prairie, Minnesota Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds For the Year Ended December 31, 2021 REVENUES General Property Taxes Special AssessmentsLicenses and PermitsIntergovernmental Revenue Charges for ServicesFines and ForfeitsInvestment Income Rental Other Contributions and Donations Miscellaneous Total Revenues EXPENDITURES Current Community DevelopmentPolicePublic Works Parks and RecreationCapital OutlayAdministration Public WorksParks and RecreationDebt Service PrincipalInterest Fiscal Agent FeesTotal Expenditures Excess of Revenues Over (Under) Expenditures OTHER FINANCING SOURCES (USES) Payment to Refunded Bond Transfers InTransfers Out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances (Deficit) - Beginning Fund Balances (Deficit) - Ending General General General General General Obligation Obligation Obligation Obligation ObligationRefundingImprovementRefundingRefundingRefunding Bonds Bonds Bonds Bonds Bonds 2016A 10A/20A 2011C 11D/20A 12A/20A $- $- $- $- $870,368 130,628 95,292 - 207,180 - - - - - - - - - - - - - - - - - - - - - (1,938) (2,182) (2,982) (5,384) (9,887) - - - - - - - - - - - - - - - 128,690 93,110 (2,982) 201,796 860,481 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 110,000 85,000 230,000 171,000 1,412,000 12,150 4,259 2,415 8,138 98,481 230 400 3,100 3,100 3,100 122,380 89,659 235,515 182,238 1,513,581 6,310 3,451 (238,497) 19,558 (653,100) - - - - (4,375,000) - - - - - - - (67,425) - - - - (67,425) - (4,375,000) 6,310 3,451 (305,922) 19,558 (5,028,100) 431,110 144,249 305,922 569,627 5,375,326 $437,420 $147,700 $- $589,185 $347,226 Debt Service 133 Page 3 of 6 City of Eden Prairie, Minnesota Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds For the Year Ended December 31, 2021 REVENUES General Property Taxes Special AssessmentsLicenses and PermitsIntergovernmental Revenue Charges for ServicesFines and ForfeitsInvestment Income Rental Other Contributions and Donations Miscellaneous Total Revenues EXPENDITURES Current Community DevelopmentPolicePublic Works Parks and RecreationCapital OutlayAdministration Public WorksParks and RecreationDebt Service PrincipalInterest Fiscal Agent FeesTotal Expenditures Excess of Revenues Over (Under) Expenditures OTHER FINANCING SOURCES (USES) Payment to Refunded Bond Transfers InTransfers Out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances (Deficit) - Beginning Fund Balances (Deficit) - Ending General General Obligation Obligation GeneralRefundingImprovementObligation Bonds Bonds Bonds 12B/20A 2012C 2016A Total $277,321 $- $- $1,147,689 - - 152,273 585,373 - - - - - - - - - - - - - - - - (4,812) 7,406 2 (19,777) - - - - - - - - - - - - 272,509 7,406 152,275 1,713,285 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 598,000 1,225,000 110,000 3,941,000 36,577 12,250 32,610 206,880 3,100 1,250 230 14,510 637,677 1,238,500 142,840 4,162,390 (365,168) (1,231,094) 9,435 (2,449,105) (1,660,000) - - (6,035,000) 67,425 1,229,466 - 1,296,891 - - - (67,425) (1,592,575) 1,229,466 - (4,805,534) (1,957,743) (1,628) 9,435 (7,254,639) 2,148,219 1,628 102,502 9,078,583 $190,476 $- $111,937 $1,823,944 Debt Service 134 Page 4 of 6 City of Eden Prairie, Minnesota Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds For the Year Ended December 31, 2021 REVENUES General Property Taxes Special AssessmentsLicenses and PermitsIntergovernmental Revenue Charges for ServicesFines and ForfeitsInvestment Income Rental Other Contributions and Donations Miscellaneous Total Revenues EXPENDITURES Current Community DevelopmentPolicePublic Works Parks and RecreationCapital OutlayAdministration Public WorksParks and RecreationDebt Service PrincipalInterest Fiscal Agent FeesTotal Expenditures Excess of Revenues Over (Under) Expenditures OTHER FINANCING SOURCES (USES) Payment to Refunded Bond Transfers InTransfers Out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances (Deficit) - Beginning Fund Balances (Deficit) - Ending CIP Senior Park CIP PavementPoliceE-911 Board Improvement Trails Mgmt $- $- $- $- $- $- - - - - 21,269 - - - - - - 3,261,833 - 121,513 - - - 500,000 - -- 1,446,924 - - 3,975 - - - - - (364) 40 (100) (9,143) (209) (43,519) - -- -- - - - 1,344 41,249 - - 36,652 - - - - - 40,263 121,553 1,244 1,479,030 21,060 3,718,314 - - - - - - 10,411 83,537 - - - - - - - - - - - - 1,084 - - - - - - - - - - - - - 305,323 3,181,915 - - - 22,313 - - - - - - - - - - - - - - - - - - - - 10,411 83,537 1,084 22,313 305,323 3,181,915 29,852 38,016 160 1,456,717 (284,263) 536,399 - - - - - - - - - 20,000 450,000 100,000 - - (300) - - - - - (300) 20,000 450,000 100,000 29,852 38,016 (140) 1,476,717 165,737 636,399 46,232 75,524 17,235 2,633,178 262,533 2,885,261 $76,084 $113,540 $17,095 $4,109,895 $428,270 $3,521,660 Capital Projects 135 Page 5 of 6 City of Eden Prairie, Minnesota Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds For the Year Ended December 31, 2021 REVENUES General Property Taxes Special AssessmentsLicenses and PermitsIntergovernmental Revenue Charges for ServicesFines and ForfeitsInvestment Income Rental Other Contributions and Donations Miscellaneous Total Revenues EXPENDITURES Current Community DevelopmentPolicePublic Works Parks and RecreationCapital OutlayAdministration Public WorksParks and RecreationDebt Service PrincipalInterest Fiscal Agent FeesTotal Expenditures Excess of Revenues Over (Under) Expenditures OTHER FINANCING SOURCES (USES) Payment to Refunded Bond Transfers InTransfers Out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances (Deficit) - Beginning Fund Balances (Deficit) - Ending Economic Development Project Tree CableFundFundHRAReplacementTransportationPEG $- $2,681,357 $199,390 $- $- $- - - - - - - - - - - - 86,955 - - - - 1,850 - - - - - - - - - - - - - (19,703) (19,657) (1,244) (276) (14,026) (763) 78,921 - - - - - - - - 34,750 - - 1,559 - - - - - 60,777 2,661,700 198,146 34,474 (12,176) 86,192 - 2,340,218 173,726 - - - - - - - - - 81,000 - - - - - - - - - - - - - - - - 25,833 222,237 - - - 76,818 - - - - - - - 46,237 - - - - - 1,559 - - - - - - - - - - - 351,033 2,340,218 173,726 - 76,818 25,833 (290,256) 321,482 24,420 34,474 (88,994) 60,359 - - - - - - - - - - - - - - - - (1,010,108) - - - - - (1,010,108) - (290,256) 321,482 24,420 34,474 (1,099,102) 60,359 3,797,988 5,028,517 289,657 179,171 2,228,674 220,476 $3,507,732 $5,349,999 $314,077 $213,645 $1,129,572 $280,835 Capital Projects 136 Page 6 of 6 City of Eden Prairie, Minnesota Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds For the Year Ended December 31, 2021 REVENUES General Property Taxes Special AssessmentsLicenses and PermitsIntergovernmental Revenue Charges for ServicesFines and ForfeitsInvestment Income Rental Other Contributions and Donations Miscellaneous Total Revenues EXPENDITURES Current Community DevelopmentPolicePublic Works Parks and RecreationCapital OutlayAdministration Public WorksParks and RecreationDebt Service PrincipalInterest Fiscal Agent FeesTotal Expenditures Excess of Revenues Over (Under) Expenditures OTHER FINANCING SOURCES (USES) Payment to Refunded Bond Transfers InTransfers Out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances (Deficit) - Beginning Fund Balances (Deficit) - Ending Cemetery TotalHomeownersSingleTreeDuck Lake Perpetual Nonmajor Improvements Lane Road Care GovernmentalAreaSouthReconstructionTotalFundFunds $- $- $- $2,880,747 $- $4,028,436 9,142 - - 30,411 - 615,784 - - - 3,348,788 - 3,348,788 - - - 623,363 - 1,430,103 - - - 1,446,924 13,130 1,523,649 - - - 3,975 - 3,975 171 137 (7,055) (115,711) (979) (136,316) - - - 78,921 - 78,921 - - - 77,343 - 77,343 - - - 38,211 - 46,757 9,313 137 (7,055) 8,412,972 12,151 11,017,440 - - - 2,513,944 - 3,094,347 - - - 93,948 - 187,566 - - - 81,000 - 181,589 - - - 1,084 280 17,500 - - - 25,833 - 25,833 - 735 757,514 4,544,542 - 4,544,542 - - - 22,313 - 22,313 - - - 46,237 - 3,987,237 - - - 1,559 - 208,439 - - - - - 14,510 - 735 757,514 7,330,460 280 12,283,876 9,313 (598) (764,569) 1,082,512 11,871 (1,266,436) - - - - - (6,035,000) - 63,642 2,000,000 2,633,642 - 3,930,533 - - - (1,010,408) - (1,077,833) - 63,642 2,000,000 1,623,234 - (3,182,300) 9,313 63,044 1,235,431 2,705,746 11,871 (4,448,736) (12,540) (63,044) (569,582) 17,019,280 196,723 26,441,130 $(3,227) $- $665,849 $19,725,026 $208,594 $21,992,394 Permanent FundCapital Projects 137 This page is intentionally left blank 138 City of Eden Prairie, Minnesota Internal Service Funds Internal Service Funds Internal service funds are used to account for the financing of goods or services provided by one department or agency to other departments or agencies of the government and to other government units, on a cost reimbursement basis. Health & Benefits – This fund accounts for the activities pertaining to health, dental, life and disability insurance. This fund also accounts for the employer’s portion of pension, FICA and medicare contributions. Severance – This fund accounts for the payment of unused personal time off for governmental fund employees. Workers Compensation – This fund accounts for the costs associated with workers’ compensation. Revenues are primarily charges to other funds, interest earnings and insurance checks. Expenditures will consist of insurance premiums. Property Insurance – This fund accounts for the costs associated with the City’s property and casualty insurance program. Revenues are primarily charges to other funds and interest earnings. Expenditures will consist of insurance premiums. Facilities – This fund accounts for the costs associated with maintaining city owned buildings. Revenues are primarily charges to other funds and interest earnings. Fleet – These funds account for the costs associated with maintaining and purchasing vehicles and equipment for the City. Revenues are primarily charges to other funds and interest earnings. Information Technology – These funds account for the provision of information technology services including infrastructure and applications. Revenues are primarily charges to other funds and interest earnings. 139 City of Eden Prairie, Minnesota Internal Service Funds Combining Statement of Net Position December 31, 2021 Health &Workers PropertyBenefitsSeveranceCompensationInsurance ASSETS Current Assets Cash and Investments $1,830,202 $1,334,896 $230,308 $305,056 Receivables Accounts 10,802 - - - Interest 5,775 4,739 802 880 Due From Other Governments 1,691 - - - Inventory - - - - Prepaid Items - - 129,123 127,061 Total Current Assets 1,848,470 1,339,635 360,233 432,997 Noncurrent Assets: Capital Assets Nondepreciable Work in Progress - - - - Depreciable Property, Plant and Equipment - - - - Less Accumulated Depreciation - - - - Total Noncurrent Assets - - - - Total Assets 1,848,470 1,339,635 360,233 432,997 DEFERRED OUTFLOWS OF RESOURCES Other Post Employment Benefits 382,707 - 32 32 Total Deferred Outflows of Resources 382,707 - 32 32 Total Assets and Deferred Outflows of Resources $2,231,177 $1,339,635 $360,265 $433,029 LIABILITIES Current Liabilities: Accounts Payable $54,539 $- $- $5,610 Salaries Payable - - 1,624 1,624 Due to Other Governments 201,748 - - - Unearned Revenue - - - - Current Portion of Compensated Absences - 1,123,060 - - Total Current Liabilities 256,287 1,123,060 1,624 7,234 Noncurrent Liabilities: Total OPEB Liability 2,813,270 - 567 568 Compensated Absences - 1,269,586 - - Total Noncurrent Liabilities 2,813,270 1,269,586 567 568 Total Liabilities 3,069,557 2,392,646 2,191 7,802 DEFERRED INFLOWS OF RESOURCES OPEB 191,383 - 17 17 Total Deferred Inflows of Resources 191,383 - 17 17 Total Liabilities and Deferred Inflows of Resources 3,260,940 2,392,646 2,208 7,819 NET POSITIONNet Investment in Capital Assets - - - - Unrestricted (1,029,763) (1,053,011) 358,057 425,210 Total Net Position (1,029,763) (1,053,011) 358,057 425,210 Total Liabilities and Deferred Inflows of Resources $2,231,177 $1,339,635 $360,265 $433,029 and Net Position 140 City of Eden Prairie, Minnesota Internal Service Funds Combining Statement of Net Position December 31, 2021 ASSETS Current Assets Cash and Investments Receivables Accounts Interest Due From Other Governments Inventory Prepaid Items Total Current Assets Noncurrent Assets: Capital Assets Nondepreciable Work in Progress Depreciable Property, Plant and Equipment Less Accumulated Depreciation Total Noncurrent Assets Total Assets DEFERRED OUTFLOWS OF RESOURCES Other Post Employment BenefitsTotal Deferred Outflows of Resources Total Assets and Deferred Outflows of Resources LIABILITIES Current Liabilities: Accounts Payable Salaries Payable Due to Other Governments Unearned Revenue Current Portion of Compensated Absences Total Current Liabilities Noncurrent Liabilities: Total OPEB Liability Compensated Absences Total Noncurrent Liabilities Total Liabilities DEFERRED INFLOWS OF RESOURCES OPEBTotal Deferred Inflows of Resources Total Liabilities and Deferred Inflows of Resources NET POSITION Net Investment in Capital Assets Unrestricted Total Net Position Total Liabilities and Deferred Inflows of Resources and Net Position InformationFacilitiesFleetTechnology Total $4,421,154 $4,099,122 $1,397,716 $13,618,454 44,400 1,311 - 56,513 13,486 12,560 3,820 42,062 - - - 1,691 - 151,498 - 151,498 - 1,500 203,034 460,718 4,479,040 4,265,991 1,604,570 14,330,936 - 195,217 17,587 212,804 3,392,017 9,823,061 762,256 13,977,334 (1,191,684) (6,270,555) (542,301) (8,004,540) 2,200,333 3,747,723 237,542 6,185,598 6,679,373 8,013,714 1,842,112 20,516,534 4,651 5,203 2,214 394,839 4,651 5,203 2,214 394,839 $6,684,024 $8,018,917 $1,844,326 $20,911,373 $607,899 $100,962 $93,299 $862,309 34,352 16,578 20,724 74,902 360 1,625 2,590 206,323 61,708 - - 61,708 - - - 1,123,060 704,319 119,165 116,613 2,328,302 34,152 38,752 11,799 2,899,108 - - - 1,269,586 34,152 38,752 11,799 4,168,694 738,471 157,917 128,412 6,496,996 2,325 2,603 1,100 197,445 2,325 2,603 1,100 197,445 740,796 160,520 129,512 6,694,441 2,200,333 3,747,723 237,542 6,185,598 3,742,895 4,110,674 1,477,272 8,031,334 5,943,228 7,858,397 1,714,814 14,216,932 $6,684,024 $8,018,917 $1,844,326 $20,911,373 141 City of Eden Prairie, Minnesota Internal Service Funds Combining Statement of Revenues Expenses and Changes in Net Position For the Year Ended December 31, 2021 Health &Workers PropertyBenefitsSeveranceCompensationInsurance OPERATING REVENUE Charges for Services $6,369,635 $191,738 $661,373 $741,196 Rental - - - - Total Operating Revenues 6,369,635 191,738 661,373 741,196 OPERATING EXPENSE Personnel Services 6,230,284 216,816 53,331 53,331 Supplies Supplies - - 137 - Cleaning Supplies - - - - Motor Fuel - - - - Tires - - - - Repair and Maintenance Supplies - - - - Contractual Services Contractual Services 18,268 - 679,787 623,178 Software - - - - Janitorial Services - - - - Licenses, Permits, Taxes - - - - Repair and Maintenance - - - - Utilities - - - - User Charges - - - - Capital Under $25,000 - - - - Total Operating Expenses 6,248,552 216,816 733,255 676,509 Operating Income (Loss) Before Depreciation 121,083 (25,078) (71,882) 64,687 Depreciation - - - - Operating Income (Loss) Before Nonoperating Revenue / Expense 121,083 (25,078) (71,882) 64,687 NONOPERATING REVENUE (EXPENSE) Investment Income (6,195) (9,002) (2,607) (1,368) Gain/(Loss) on Disposition of Capital Assets - - - - Contributions - - - - Miscellaneous 6,148 - 14,240 - Total Nonoperating Revenues (Expenses)(47) (9,002) 11,633 (1,368) Change in Net Position 121,036 (34,080) (60,249) 63,319 Net Position - Beginning (1,150,799) (1,018,931) 418,306 361,891 Net Position - Ending $(1,029,763) $(1,053,011) $358,057 $425,210 142 City of Eden Prairie, Minnesota Internal Service Funds Combining Statement of Revenues Expenses and Changes in Net Position For the Year Ended December 31, 2021 OPERATING REVENUE Charges for Services Rental Total Operating Revenues OPERATING EXPENSE Personnel Services Supplies Supplies Cleaning Supplies Motor Fuel Tires Repair and Maintenance Supplies Contractual Services Contractual Services Software Janitorial Services Licenses, Permits, Taxes Repair and Maintenance Utilities User Charges Capital Under $25,000 Total Operating Expenses Operating Income (Loss) Before Depreciation Depreciation Operating Income (Loss) Before Nonoperating Revenue / Expense NONOPERATING REVENUE (EXPENSE) Investment IncomeGain/(Loss) on Disposition of Capital Assets Contributions Miscellaneous Total Nonoperating Revenues (Expenses) Change in Net Position Net Position - Beginning Net Position - Ending InformationFacilitiesFleetTechnology Total $5,602,214 $2,756,282 $2,895,504 $19,217,942 908,942 - - 908,942 6,511,156 2,756,282 2,895,504 20,126,884 1,098,076 619,505 724,161 8,995,504 6,185 68,604 8,345 83,271 82,308 - - 82,308 11,215 340,776 - 351,991 - 106,063 - 106,063 321,880 209,325 - 531,205 2,116,980 14,036 107,264 3,559,513 - - 1,437,099 1,437,099 845,011 - - 845,011 191,104 544 - 191,648 - 197,143 - 197,143 1,446,630 2,249 168,189 1,617,068 18,158 - - 18,158 128,713 9,917 189,310 327,940 6,266,260 1,568,162 2,634,368 18,343,922 244,896 1,188,120 261,136 1,782,962 86,777 849,488 98,061 1,034,326 158,119 338,632 163,075 748,636 (8,719) (24,295) (4,786) (56,972) - 232,256 - 232,256 78,636 - - 78,636 10,524 21,515 360 52,787 80,441 229,476 (4,426) 306,707 238,560 568,108 158,649 1,055,343 5,704,668 7,290,289 1,556,165 13,161,589 $5,943,228 $7,858,397 $1,714,814 $14,216,932 143 City of Eden Prairie, MinnesotaInternal Service Funds Combining Statement of Cash Flows For the Year Ended December 31, 2021 Health &Workers Property Benefits Severance Compensation Insurance CASH FLOWS FROM OPERATING ACTIVITIES Receipts From Customers $6,361,167 $191,738 $661,373 $741,196 Payments to Vendors (18,268) - (712,111) (626,287) Payments to Employees (6,099,483) (393,084) (53,098) (53,097) Other Receipts 6,148 - 14,240 - Net Cash Provided (Used) By Operating Activities 249,564 (201,346) (89,596) 61,812 CASH FLOWS FROM INVESTING ACTIVITIES Investment Income (7,996) (9,836) (2,569) (1,573) Net Cash Provided (Used) By Investing Activities (7,996) (9,836) (2,569) (1,573) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITESAcquisition and Construction of Capital Assets - - - - Proceeds From Sale of Equipment - - - - Net Cash Provided (Used) By Capital and Related Financing Activities - - - - Net Increase (Decrease) in Cash and Cash Equivalents 241,568 (211,182) (92,165) 60,239 Cash and Cash Equivalents, January 1 1,588,634 1,546,078 322,473 244,817 Cash and Cash Equivalents, December 31 $1,830,202 $1,334,896 $230,308 $305,056 144 City of Eden Prairie, MinnesotaInternal Service Funds Combining Statement of Cash Flows For the Year Ended December 31, 2021 CASH FLOWS FROM OPERATING ACTIVITIES Receipts From Customers Payments to VendorsPayments to Employees Other ReceiptsNet Cash Provided (Used) By Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Investment Income Net Cash Provided (Used) By Investing Activities CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITESAcquisition and Construction of Capital Assets Proceeds From Sale of EquipmentNet Cash Provided (Used) By Capital and Related Financing Activities Net Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents, January 1 Cash and Cash Equivalents, December 31 Page 1 of 2 Information Facilities Fleet Technology Total $5,557,051 $2,757,120 $2,895,504 $19,165,149 (4,983,759) (940,372) (1,855,098) (9,135,895) (1,087,467) (622,841) (722,985) (9,032,055) 998,102 21,515 360 1,040,365 483,927 1,215,422 317,781 2,037,564 (13,877) (26,431) (5,864) (68,146) (13,877) (26,431) (5,864) (68,146) - (1,509,890) (127,745) (1,637,635) - 232,256 - 232,256 - (1,277,634) (127,745) (1,405,379) 470,050 (88,643) 184,172 564,039 3,951,104 4,187,765 1,213,544 13,054,415 $4,421,154 $4,099,122 $1,397,716 $13,618,454 145 City of Eden Prairie, MinnesotaInternal Service Funds Combining Statement of Cash Flows For the Year Ended December 31, 2021 Health &Workers PropertyBenefitsSeveranceCompensationInsurance RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating Income (Loss)$121,083 $(25,078) $(71,882) $64,687 Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities:Depreciation - - - - Miscellaneous 6,148 - 14,240 - (Increase) Decrease in Assets:Accounts Receivable (8,468) - - - Due From Other Governments 8,134 - - - Inventory - - - - Prepaid Items - - (32,187) (8,719) Other Post Employment Benefits (133,347) - - - Increase (Decrease) in Liabilities: Accounts Payable 17,588 - - 5,610 Salaries Payable - - 233 234 Unearned Revenue - - - - Due to Other Governments 15,390 - - - Other Post Employment Benefits 223,036 - - - Compensated Absences - (176,268) - - Net Cash Provided (Used) by Operating Activities $249,564 $(201,346) $(89,596) $61,812 Noncash Investing, Capital and Financing Activities:Contribution of Capital Asset to Governmental Funds $- $- $- $- 146 City of Eden Prairie, MinnesotaInternal Service Funds Combining Statement of Cash Flows For the Year Ended December 31, 2021 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating Income (Loss) Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities:Depreciation Miscellaneous (Increase) Decrease in Assets:Accounts Receivable Due From Other GovernmentsInventoryPrepaid Items Other Post Employment BenefitsIncrease (Decrease) in Liabilities: Accounts Payable Salaries PayableUnearned Revenue Due to Other Governments Other Post Employment BenefitsCompensated Absences Net Cash Provided (Used) by Operating Activities Noncash Investing, Capital and Financing Activities:Contribution of Capital Asset to Governmental Funds Page 2 of 2 InformationFacilitiesFleetTechnology Total $158,119 $338,632 $163,075 $748,636 86,777 849,488 98,061 1,034,326 89,160 21,515 360 131,423 (43,587) 838 - (51,217) 812 - - 8,946 - (24,723) - (24,723) - -(19,774) (60,680) (1,622) (1,796) (920) (137,685) 183,253 33,484 74,003 313,938 9,520 (4,544) 557 6,000 (1,576) - - (1,576) 360 (476) 880 16,154 2,711 3,004 1,539 230,290 - - - (176,268) $483,927 $1,215,422 $317,781 $2,037,564 $- $- $- $- 147 This page is intentionally left blank 148 City of Eden Prairie, Minnesota Custodial Funds Custodial Funds Custodial funds are used to account for assets held by the government as an agent for individuals, private organizations, other governments, or other funds. WAFTA – This fund accounts for the collection and remittance of expenses pertaining to the fire training facility owned by 11 member cities. MCES - This fund accounts for the collection and remittance of sewer availability charges to the Metropolitan Council Environmental Services. Escrow - This fund is used to account for evidence held by the Police Department. I-494 Corridor Commission – This fund accounts for the collection and remittance of expenses pertaining to the policy work and employer and commuter outreach performed by staff of the I-494 Corridor Commission. The Commission is funded by member cities, a federal Congestion Mitigation & Air Quality grant, and a state grant. 149 City of Eden Prairie, Minnesota Fiduciary Funds Statement of Fiduciary Net Position December 31, 2021 Custodial Funds WAFTA MCES Escrow I-494 Total ASSETS Cash and Investments $309,761 $42,245 $252,252 $355,062 $959,320 Due from Other Governments - - - 74,556 74,556 Prepaids - - - 7,293 7,293 Total Assets $309,761 $42,245 $252,252 $436,911 $1,041,169 LIABILITIES Accounts Payable $- $- $232,981 $6,341 $239,322 Due to Other Governments - 42,245 - 2,004 44,249 Total Liabilities $- $42,245 $232,981 $8,345 $283,571 NET POSITION Restricted For: Police Evidence Cash $- $- $19,271 $- $19,271 Western Area Fire Training Costs 309,761 - - - 309,761 I-494 Corridior Commission Costs - - - 428,566 428,566 $309,761 $- $19,271 $428,566 $757,598 150 City of Eden Prairie, Minnesota Fiduciary Funds Statement of Changes in Fiduciary Net Position For the Year Ended December 31, 2021 Custodial Funds WAFTA MCES Escrow I-494 Total ADDITIONS Grants $- $- $- $607,968 $607,968 Memberships 22,000 - 149,620 171,620 Investments Earnings 1,842 - 1,251 3,093 Building Permits - 907,025 - - 907,025 Customers Deposits - - 8,107 - 8,107 Other - - - 1,798 1,798 Total Additions 23,842 907,025 8,107 760,637 1,699,611 DEDUCTIONS Personnel Services - - - 376,169 376,169 Supplies 263 - - 7,425 7,688 Contractual Services 1,641 907,025 - 162,629 1,071,295 Total Deductions 1,904 907,025 - 546,223 1,455,152 Net Increase (Decrease) in Fiduciary Net Position 21,938 - 8,107 214,414 244,459 Net Position - Beginning 287,823 - 11,164 214,152 513,139 Net Position - Ending $309,761 $- $19,271 $428,566 $757,598 151 This page is intentionally left blank 152 STATISTICAL SECTION 153 City of Eden Prairie, Minnesota Statistical Section (Unaudited) This part of the City of Eden Prairie’s annual comprehensive financial report presents detailed information as a context for understanding this year’s financial statements, note disclosures, and supplementary information. This information has not been audited by the independent auditor. Contents Page Financial Trends .................................................................................................................................................... 159-164 These tables contain trend information that may assist the reader in assessing the City’s current financial performance by placing it in historical perspective. Revenue Capacity ........................................................................................................................................... 165-168 These tables contain information that may assist the reader in assessing the viability of the City’s most significant “own-source” revenue, the property tax. Debt Capacity .......................................................................................................................................................... 169-172 These tables present information that may assist the reader in analyzing the affordability of the City’s current levels of outstanding debt and the City’s ability to issue additional debt in the future. Demographic and Economic Information ................................................................................................... 173-174 These tables offer economic and demographic indicators that are commonly used for financial analysis and that can increase one’s understanding of the City’s present and ongoing financial status. Operating Information ........................................................................................................................................ 175-177 These tables contain service and infrastructure indicators that can increase one’s understanding of how the information in the City’s financial statements relates to the services the City provides and the activities it performs. Source: Unless otherwise noted, the information in these tables is derived from the annual comprehensive financial reports for the relevant year. 154 City of Eden Prairie, Minnesota Government-wide Net Position by Category (accrual basis of accounting) Last Ten Years 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 GOVERNMENTAL ACTIVITIES Net Investment in Capital Assets $182,115,707 $177,981,232 $181,975,764 $189,217,647 $191,675,648 $195,150,960 $198,061,704 $204,564,164 $207,181,863 $209,098,130 Restricted 7,324,699 6,175,774 13,773,554 23,112,719 26,405,621 23,186,863 28,343,449 20,531,807 18,319,451 16,430,792 Unrestricted 55,746,593 57,276,140 60,341,383 31,911,221 21,694,457 29,707,881 29,069,260 33,229,904 44,514,934 59,396,843 Governmental Activities Net Position 245,186,999 241,433,146 256,090,701 244,241,587 239,775,726 248,045,704 255,474,413 258,325,875 270,016,248 284,925,765 BUSINESS-TYPE ACTIVITIES Net Investment in Capital Assets 134,140,863 132,801,426 131,144,305 128,130,738 125,479,624 121,073,703 116,820,164 114,243,631 120,560,158 114,898,693 Unrestricted 12,357,974 15,634,317 14,438,525 14,792,266 16,155,406 19,142,578 22,590,071 25,296,848 22,267,651 27,910,252 Business-Type Activities Net Position 146,498,837 148,435,743 145,582,830 142,923,004 141,635,030 140,216,281 139,410,235 139,540,479 142,827,809 142,808,945 PRIMARY GOVERNMENT Net Investment in Capital Assets 316,256,570 310,782,658 313,120,069 317,348,385 317,155,272 316,224,663 314,881,868 318,807,795 327,742,021 323,996,823 Restricted 7,324,699 6,175,774 13,773,554 23,112,719 26,405,621 23,186,863 28,343,449 20,531,807 18,319,451 16,430,792 Unrestricted 68,104,567 72,910,457 74,759,133 46,703,487 37,849,863 48,850,459 51,659,331 58,526,752 66,782,585 87,307,095 Primary Government Net Position $391,685,836 $389,868,889 $401,652,756 $387,164,591 $381,410,756 $388,261,985 $394,884,648 $397,866,354 $412,844,057 $427,734,710 155 City of Eden Prairie, Minnesota Changes in Net Position-Total (accrual basis of accounting) Last Ten Years Source 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 EXPENSES Governmental Activities $49,206,494 $58,843,210 $57,169,862 $65,402,641 $63,294,429 $60,402,652 $59,821,696 $67,623,543 $60,556,153 $61,204,663 Business-type Activities 29,553,823 29,692,124 29,820,423 27,924,045 30,170,309 28,922,085 30,324,121 30,033,843 30,124,648 33,758,571 Total Expenses 78,760,317 88,535,334 86,990,285 93,326,686 93,464,738 89,324,737 90,145,817 97,657,386 90,680,801 94,963,234 PROGRAM REVENUES Governmental Activities 20,610,978 16,622,065 33,865,654 31,911,922 18,955,697 19,086,961 23,707,803 26,795,160 26,013,884 29,841,902 Business-type Activities 29,336,671 32,870,365 28,335,144 27,330,069 29,392,647 28,144,288 30,391,136 29,543,322 33,416,255 35,519,042 Total Program Revenues 49,947,649 49,492,430 62,200,798 59,241,991 48,348,344 47,231,249 54,098,939 56,338,482 59,430,139 65,360,944 Net (Expense) Revenue (28,812,668) (39,042,904) (24,789,487) (34,084,695) (45,116,394) (42,093,488) (36,046,878) (41,318,904) (31,250,662) (29,602,290) GENERAL REVENUES AND TRANSFERS Governmental Activities 37,725,533 38,467,292 37,961,763 37,694,597 39,872,871 41,618,266 43,542,602 43,679,845 46,232,642 46,272,278 Business-type Activities (1,134,606) (1,241,335) (1,367,634) 336,534 (510,312) (640,952) (873,061) 620,765 (4,277) (1,779,335) Total General Revenues and Transfers 36,590,927 37,225,957 36,594,129 38,031,131 39,362,559 40,977,314 42,669,541 44,300,610 46,228,365 44,492,943 Change in Net Position $7,778,259 $(1,816,947) $11,804,642 $3,946,436 $(5,753,835) $(1,116,174) $6,622,663 $2,981,706 $14,977,703 $14,890,653 156 City of Eden Prairie, Minnesota Changes in Net Position-Governmental Activities (accrual basis of accounting) Last Ten Years SOURCES 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 EXPENSES Administration $4,008,338 $5,854,425 $4,921,044 $5,579,070 $5,003,957 $4,611,732 $5,092,886 $4,827,249 $5,554,966 $4,679,960 Community Development 6,251,288 5,678,694 5,368,762 7,730,338 5,692,215 6,222,326 4,942,029 4,771,490 4,767,416 5,198,300 Police 12,413,470 12,846,206 13,534,150 14,118,565 17,793,494 15,769,976 14,365,502 15,021,975 15,189,099 14,150,218 Fire 5,646,926 5,724,342 6,093,772 6,324,124 7,542,196 6,896,697 6,406,404 7,191,071 6,131,926 6,474,736 Public Works 8,226,283 16,288,862 13,321,459 17,652,163 11,035,229 10,616,604 10,098,667 19,518,141 14,981,533 14,706,067 Parks and Recreation 10,815,390 11,113,811 12,947,006 12,862,402 15,133,618 15,274,479 18,008,795 15,458,406 13,135,532 15,218,460 Interest on Long Term Debt 1,844,799 1,336,870 983,669 1,135,979 1,093,720 1,010,838 907,413 835,211 795,681 776,922 Total Expenses 49,206,494 58,843,210 57,169,862 65,402,641 63,294,429 60,402,652 59,821,696 67,623,543 60,556,153 61,204,663 PROGRAM REVENUES Charges for ServicesAdministration 1,695,035 1,176,919 1,314,271 1,132,606 1,442,068 1,173,177 1,079,151 1,052,388 982,079 1,109,882 Community Development 154,858 122,263 73,929 93,195 152,708 127,248 161,918 180,443 142,353 124,707 Police 1,338,079 1,223,836 1,130,020 1,063,129 1,131,502 1,039,936 1,115,447 1,103,269 847,564 989,466 Fire 3,450,431 4,236,114 3,502,952 2,571,830 2,315,725 2,240,351 3,505,901 3,580,095 3,609,503 4,696,599 Public Works 518,365 497,720 411,144 975,701 330,709 218,292 274,679 1,070,746 329,277 214,521 Parks and Recreation 4,759,919 5,005,917 5,187,195 5,229,060 5,513,331 6,091,247 5,854,094 6,004,835 2,445,386 5,559,244 Operating Grants and Contributions 1,567,265 1,459,859 1,741,945 1,818,333 1,614,263 1,707,453 2,457,482 2,461,663 7,376,216 6,509,714 Capital Grants and Contributions 7,127,026 2,899,437 20,504,198 19,028,068 6,455,391 6,489,257 9,259,131 11,341,721 10,281,506 10,637,769 Total Program Revenues 20,610,978 16,622,065 33,865,654 31,911,922 18,955,697 19,086,961 23,707,803 26,795,160 26,013,884 29,841,902 Net (Expense) Revenue (28,595,516) (42,221,145) (23,304,208) (33,490,719) (44,338,732) (41,315,691) (36,113,893) (40,828,383) (34,542,269) (31,362,761) GENERAL REVENUES AND TRANSFERS Taxes Property Taxes 32,144,443 32,674,010 32,781,740 33,708,909 34,217,549 35,405,930 37,338,583 38,203,969 39,864,882 40,478,282 Tax Increment 3,353,556 3,535,459 3,070,936 3,249,355 3,357,247 3,570,703 2,320,447 1,936,046 2,193,637 2,681,357 Gain (Loss) on Sale of Capital Assets 33,848 - - - - - - - - - Grants and Contributions Not Restrictedto Specific Programs 836,646 862,288 483,914 741,828 1,268,257 1,545,745 1,644,788 1,718,391 1,788,293 1,836,431 Investment Income 186,676 137,890 210,373 272,989 418,849 334,305 988,382 1,747,241 1,651,912 (335,188) Transfers 1,170,364 1,257,645 1,414,800 (278,484) 610,969 761,583 1,250,402 74,198 733,918 1,611,396 Total General Revenues and Transfers 37,725,533 38,467,292 37,961,763 37,694,597 39,872,871 41,618,266 43,542,602 43,679,845 46,232,642 46,272,278 Change in Net Position $9,130,017 $(3,753,853) $14,657,555 $4,203,878 $(4,465,861) $302,575 $7,428,709 $2,851,462 $11,690,373 $14,909,517 157 City of Eden Prairie, Minnesota Changes in Net Position-Business-type Activities (accrual basis of accounting) Last Ten Years SOURCE 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 EXPENSES Water $9,570,579 $9,564,793 $9,856,001 $8,905,768 $10,526,151 $9,686,669 $10,460,599 $9,708,148 $9,481,491 $12,433,736 Wastewater 6,685,442 6,532,297 6,403,264 6,565,966 7,407,149 6,913,276 7,469,070 7,678,652 7,496,256 7,504,396 Stormwater 2,051,178 2,420,535 2,545,818 2,082,594 1,793,588 2,437,573 2,351,367 2,413,725 2,538,257 2,894,253 Liquor 11,246,624 11,174,499 11,015,340 10,369,717 10,443,421 9,884,567 10,043,085 10,233,318 10,608,644 10,926,186 Total Expenses 29,553,823 29,692,124 29,820,423 27,924,045 30,170,309 28,922,085 30,324,121 30,033,843 30,124,648 33,758,571 PROGRAM REVENUES Charges for Services Water 9,920,853 9,659,385 7,315,328 7,162,740 7,675,337 7,846,540 8,422,155 7,699,582 8,987,364 10,682,945 Wastewater 5,654,186 6,265,514 5,566,951 5,661,990 5,789,584 5,863,517 6,356,014 6,726,548 6,895,764 7,460,750 Stormwater 1,327,159 1,499,405 1,656,817 1,933,572 2,095,629 2,400,254 2,786,754 3,125,251 3,376,785 3,631,369 Liquor 12,381,069 12,404,920 12,216,404 11,312,822 10,747,887 10,501,449 10,848,725 10,977,643 11,711,560 11,923,359 Operating Grants and Contributions - - 131,600 133,195 155,041 238,392 20,665 69,429 117,123 68,185 Capital Grants and Contributions 53,404 3,041,141 1,448,044 1,125,750 2,929,169 1,294,136 1,956,823 944,869 2,327,659 1,752,434 Total Program Revenues 29,336,671 32,870,365 28,335,144 27,330,069 29,392,647 28,144,288 30,391,136 29,543,322 33,416,255 35,519,042 Net (Expense) Revenue (217,152) 3,178,241 (1,485,279) (593,976) (777,662) (777,797) 67,015 (490,521) 3,291,607 1,760,471 GENERAL REVENUES AND TRANSFERS Grants and Contributions Not Restricted - - - - - - - - - - to Specific Programs Investment Income 35,758 16,310 47,166 58,050 100,657 120,631 377,341 694,963 729,641 (167,939) Transfers (1,170,364) (1,257,645) (1,414,800) 278,484 (610,969) (761,583) (1,250,402) (74,198) (733,918) (1,611,396) Total General Revenues and Transfers (1,134,606) (1,241,335) (1,367,634) 336,534 (510,312) (640,952) (873,061) 620,765 (4,277) (1,779,335) Change in Net Position $(1,351,758) $1,936,906 $(2,852,913) $(257,442) $(1,287,974) $(1,418,749) $(806,046) $130,244 $3,287,330 $(18,864) 158 City of Eden Prairie, Minnesota Fund Balances-Governmental Funds Last Ten Years 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 GENERAL FUND Nonspendable $52,190 $24,702 $39,844 $22,947 $35,792 $30,037 $103,845 $69,611 $94,824 $187,378 Restricted - - - - 286,942 - - 11,148 10,572 - Unassigned 21,069,050 21,509,541 22,292,187 22,859,810 23,171,318 22,592,160 24,438,689 25,354,724 26,197,429 29,132,535 Subtotal General Fund 21,121,240 21,534,243 22,332,031 22,882,757 23,494,052 22,622,197 24,542,534 25,435,483 26,302,825 29,319,913 General Fund % Change (0.3%)2.0%3.7% 2.5% 2.7% (3.7%)8.5%3.6%3.4% 11.5% ALL OTHER GOV'T FUNDS Nonspendable 537,530 538,620 542,619 1,938,628 250,970 250,290 227,197 221,019 227,706 266,408 Restricted 22,281,089 20,876,780 23,065,276 10,891,614 11,676,546 7,680,713 11,577,849 13,330,982 20,224,326 26,854,736 Assigned 34,326,050 28,275,391 28,510,594 22,935,181 19,799,434 25,270,027 25,215,825 24,996,835 31,958,975 34,757,827 Unassigned (4,308,281) (3,859,192) (6,295,915) (6,572,969) (5,110,657) (2,587,713) (4,512,314) (2,218,785) (3,741,963) (2,227,264) Subtotal All Other Govt' Funds 52,836,388 45,831,599 45,822,574 29,192,454 26,616,293 30,613,317 32,508,557 36,330,051 48,669,044 59,651,707 TOTAL GOVT' FUNDS Nonspendable 589,720 563,322 582,463 1,961,575 286,762 280,327 331,042 290,630 322,530 453,786 Restricted 22,281,089 20,876,780 23,065,276 10,891,614 11,963,488 7,680,713 11,577,849 13,342,130 20,234,898 26,854,736 Assigned 34,326,050 28,275,391 28,510,594 22,935,181 19,799,434 25,270,027 25,215,825 24,996,835 31,958,975 34,757,827 Unassigned 16,760,769 17,650,349 15,996,272 16,286,841 18,060,661 20,004,447 19,926,375 23,135,939 22,455,466 26,905,271 Total Govt' Funds $73,957,628 $67,365,842 $68,154,605 $52,075,211 $50,110,345 $53,235,514 $57,051,091 $61,765,534 $74,971,869 $88,971,620 All Govt' Funds % Change 43.6% (8.9%)1.2% (23.6%) (3.8%)6.2%7.2%8.3% 21.4% 18.7% 159 City of Eden Prairie, Minnesota Changes in Fund Balances-Governmental Funds (modified accrual basis of accounting) Last Ten Years SOURCE 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 REVENUES Taxes and Special Assessments $37,518,214 $38,119,497 $37,189,846 $44,259,324 $41,169,891 $42,262,252 $42,826,126 $42,964,367 $44,264,894 $46,176,740 Licenses and Permits 5,631,529 7,956,114 7,084,975 6,686,477 6,017,523 5,810,945 7,938,046 9,054,415 8,351,257 9,207,247 Intergovernmental Revenue 7,368,558 1,886,954 8,582,993 6,299,840 2,362,417 7,787,877 2,980,678 14,691,473 10,676,031 11,176,877 Charges for Services 4,394,544 4,532,269 4,841,857 4,864,818 5,325,932 5,744,494 5,976,951 6,132,338 2,464,886 5,680,570 Fines and Forfeits 603,126 420,552 406,210 344,384 346,823 347,285 416,028 370,944 231,166 323,965 Investment Income 195,657 140,303 216,895 276,176 417,997 310,433 887,536 1,523,825 1,458,094 (279,195) Miscellaneous Revenue 2,469,125 2,265,545 1,647,534 7,098,463 3,249,117 2,835,760 4,853,894 4,684,221 5,166,785 2,519,176 Total Revenues $58,180,753 55,321,234 59,970,310 69,829,482 58,889,700 65,099,046 65,879,259 79,421,583 72,613,113 74,805,380 EXPENDITURES Administration 3,634,743 3,634,004 3,946,531 3,809,732 4,280,665 4,036,821 4,467,514 4,455,624 4,547,110 4,652,491 Community Development 6,228,446 5,661,300 5,224,034 7,666,282 5,536,030 6,102,434 5,143,042 4,762,403 4,975,185 5,399,337 Police 12,362,179 12,696,678 13,079,303 13,704,796 13,917,677 14,183,797 14,672,312 15,354,150 15,537,807 16,332,800 Fire 5,190,539 5,300,536 5,664,111 5,754,747 5,699,308 6,145,202 6,058,619 5,854,829 6,378,338 6,421,157 Public Works 5,448,793 5,685,295 5,915,849 5,869,727 5,929,171 6,194,054 5,997,312 6,010,535 6,090,297 6,207,912 Parks and Recreation 9,591,618 9,949,401 10,255,620 10,571,858 11,008,845 11,309,009 12,176,110 12,629,951 11,137,410 12,360,785 Capital Outlay 8,558,743 13,946,660 21,000,674 31,265,363 15,133,476 8,779,760 9,816,539 24,076,873 13,411,943 12,224,168 Miscellaneous 29,641 7,996 25,547 39,283 49,954 40,019 66,154 65,245 98,137 - Debt Service Principal 4,415,603 3,182,019 3,178,107 3,974,224 3,415,369 5,657,828 3,869,824 3,436,793 3,743,793 4,956,848 Interest 1,194,117 1,480,194 1,127,862 1,304,947 1,148,544 1,068,403 975,631 895,435 815,351 688,156 Other 249,671 8,937 144,530 22,517 66,043 23,500 16,848 10,838 64,875 137,719 Total Expenditures 56,904,093 61,553,020 69,562,168 83,983,476 66,185,082 63,540,827 63,259,905 77,552,676 66,800,246 69,381,373 Excess of Revenues Over (Under) Expenditures 1,276,660 (6,231,786) (9,591,858) (14,153,994) (7,295,382) 1,558,219 2,619,354 1,868,907 5,812,867 5,424,007 Other Financing Sources (Uses)21,163,228 (360,000) 10,380,621 (1,925,400) 5,330,516 1,566,950 1,196,223 2,845,536 7,393,468 8,575,744 Net Change in Fund Balance $22,439,888 $(6,591,786) $788,763 $(16,079,394) $(1,964,866) $3,125,169 $3,815,577 $4,714,443 $13,206,335 $13,999,751 Debt Service as a % of Noncapital Expenditures 11.0%8.0%7.5%7.9%8.1% 11.4%8.0%6.4%7.2%8.3% 160 City of Eden Prairie, Minnesota Assessed/Tax Capacity Value and Estimated Market Value of Property Last Ten Years Tax Tax Capacity Less: Less: Total Total Estimated Annual Payable Personal Commercial Farm &Before Fiscal Tax Assessed Direct Market % Dec. 31 Property Residential Apartments & Industrial Other Deductions Disparities Increment Value Tax Rate Value Change 2012 $1,358,537 $62,647,985 $5,522,804 $36,820,370 $62,140 $106,411,836 $15,040,117 $2,860,791 $88,510,928 33.250 $8,647,405,200 (2.8%) 2013 1,480,936 59,466,380 5,959,818 36,840,974 51,531 103,799,639 14,637,037 2,990,202 86,172,400 34.617 8,483,358,400 (1.9%)2014 1,536,795 59,699,056 6,723,391 37,928,219 75,620 105,963,081 14,732,733 3,137,785 88,092,563 34.709 8,627,122,700 1.7% 2015 1,581,718 63,907,631 7,045,373 38,765,135 49,597 111,349,454 15,719,259 2,933,721 92,696,474 33.954 9,078,339,200 5.2% 2016 1,659,596 68,205,510 7,667,144 40,928,173 45,052 118,505,475 15,104,618 3,126,571 100,274,286 32.327 9,633,243,700 6.1% 2017 1,778,971 69,180,068 8,887,941 41,710,414 44,200 121,601,594 16,281,768 3,209,405 102,110,421 32.667 9,872,802,500 2.5%2018 1,317,656 72,149,265 9,758,671 41,957,995 43,813 125,227,400 16,415,817 2,208,824 106,602,759 32.526 10,209,614,900 3.4% 2019 1,995,250 75,815,471 10,394,693 42,523,027 44,602 130,773,043 16,343,594 1,869,603 112,559,846 31.690 10,663,264,100 4.4% 2020 1,947,874 79,500,899 11,243,928 43,474,992 46,519 136,214,212 17,538,211 2,121,042 116,554,959 31.676 11,121,835,000 4.3%2021 2,051,756 80,291,885 12,786,587 45,576,586 46,926 140,753,740 17,487,960 2,669,795 120,595,985 31.589 11,432,806,600 2.8% 2012 1.3% 58.9%5.2% 34.6% 0.1%17.0% 3.2% 2013 1.4% 57.3%5.7% 35.5% 0.0%17.0% 3.5% 2014 1.5% 56.3%6.3% 35.8% 0.1%16.7% 3.6% 2015 1.4% 57.4%6.3%34.8% 0.0%17.0%3.2% 2016 1.4% 57.6%6.5% 34.5% 0.0%15.1% 3.1%2017 1.5% 56.9%7.3% 34.3% 0.0%15.9% 3.1% 2018 1.1% 57.6%7.8% 33.5% 0.0%15.4% 2.1% 2019 1.5% 58.0%7.9% 32.5% 0.0%14.5% 1.7%2020 1.4% 58.4%8.3% 31.9% 0.0%15.0% 1.8% 2021 1.5% 57.0%9.1% 32.4% 0.0%14.5% 2.2% Source: City Assessing Department and Hennepin County Percentages Tax Capacity 161 City of Eden Prairie, Minnesota Direct and Overlapping Property Tax Rate Last Ten Years Year Total School School School Watershed Watershed Watershed Ended City HRA City Hennepin Special District District District District District District Dec. 31 Rate Rate Rate County Districts (1)#270 #272 #276 #1 #2 #4 2012 33.036 0.214 33.250 48.231 9.523 29.270 29.292 23.015 1.388 0.445 1.387 2013 34.397 0.220 34.617 49.461 10.089 29.730 29.067 24.487 1.394 0.634 1.561 2014 34.493 0.216 34.709 49.959 10.561 32.358 27.817 24.374 1.490 0.759 1.880 2015 33.749 0.205 33.954 46.398 9.785 30.340 22.030 25.093 1.315 0.686 1.855 2016 32.137 0.190 32.327 45.356 9.530 28.514 20.948 22.887 1.233 0.598 1.745 2017 32.480 0.187 32.667 44.087 9.319 25.611 21.865 22.770 1.257 0.718 1.992 2018 32.348 0.178 32.526 42.808 8.973 29.035 20.525 23.133 1.204 0.659 2.269 2019 31.521 0.169 31.690 41.861 8.550 27.022 20.756 21.209 1.164 0.527 2.204 2020 31.513 0.163 31.676 41.084 8.219 27.190 21.555 21.167 1.111 0.574 2.160 2021 31.432 0.157 31.589 38.210 7.813 26.478 21.717 20.923 1.020 0.550 1.992 Year City School School School Ended Direct District District District Dec. 31 Rate #270 #272 #276 2012 0.0155 0.160 0.158 0.225 2013 0.0146 0.162 0.165 0.246 2014 0.0122 0.197 0.167 0.270 2015 0.0100 0.179 0.244 0.264 2016 0.0091 0.187 0.231 0.301 2017 0.0089 0.180 0.220 0.300 2018 0.0086 0.150 0.229 0.303 2019 0.0080 0.147 0.222 0.340 2020 0.0077 0.162 0.209 0.339 2021 0.0077 0.144 0.201 0.325 (1) Special Districts include Metropolitan Council, Regional Transit Board, Metropolitan Mosquito Control, County Park Museum, & Hennepin Suburban Parks Market Value Rates Overlapping Rates Tax Capacity Rates Direct Rates Overlapping Rates 162 City of Eden Prairie, Minnesota Principal Property Taxpayers For the Year Ended December 31, 2021 and 2012 Percentage Percentage Tax of Total Tax of Total Taxpayer Capacity Tax Capacity Taxpayer Capacity Tax Capacity EP Campus 1 LLC $2,799,250 2.0%Liberty Property Limited Partnership $2,700,720 2.5% Dale Whatley 2,274,629 1.6%Eden Prairie Mall LLC 2,286,250 2.1% Eden Prairie Center LLC 1,458,160 1.0%IRET Properties 915,000 0.9% Reep-MF Fountain PL MN LLC 1,120,875 0.8%AGNL Health 629,250 0.6% WPT Land 2 LP 1,100,670 0.8%Geneva Office Exchange LLC Etal 619,250 0.6% Virtus Technology MOB LLC 789,430 0.6%United Healthcare Serv Inc 596,650 0.6% TP Elevate LLC 691,000 0.5%Lifetouch Inc.579,502 0.5% C.H. Robinson Worldwide Inc.681,850 0.5%PRIT Core Realty Holdings LLC 571,501 0.5% Park at City West Apartments 675,863 0.5%Windsor Plaza LLC 567,850 0.5% OsWx Ridge LLC 640,090 0.5%Gelco Corp.538,940 0.5% Total Principal Taxpayers 12,231,817 8.7%10,004,913 9.4% All Other Taxpayers 128,521,923 91.3%96,406,923 90.6% Total $140,753,740 100.0%$106,411,836 100.0% Source: City of Eden Prairie Assessing Department 2021 2012 163 City of Eden Prairie, Minnesota Property Tax Levies and Collections Last Ten Years Collected Within the Year Current Year Levy Collections Total Collections to Date Ended Taxes % of in Subsequent % of Dec. 31 Levied Amount Levy Years Amount Levy 2012 $32,458,990 $32,193,272 99.18%$(61,296) $32,131,976 98.99% 2013 32,749,320 32,519,542 99.30% (104,201) 32,415,341 98.98% 2014 33,220,111 32,881,280 98.98% (114,233) 32,767,047 98.64% 2015 33,992,311 33,675,337 99.07% (150,676) 33,524,661 98.62% 2016 34,860,874 34,512,035 99.00% (104,721) 34,407,314 98.70% 2017 35,911,841 35,480,742 98.80% (58,279) 35,422,463 98.64% 2018 37,349,820 37,319,709 99.92% (102,686) 37,217,023 99.64% 2019 38,478,724 38,167,003 99.19% (17,255) 38,149,748 99.15% 2020 39,821,102 39,406,040 98.96% 41,967 39,448,007 99.06% 2021 41,214,490 40,801,607 99.00%- 40,801,607 99.00% Source: Hennepin County 164 City of Eden Prairie, Minnesota Legal Debt Margin Last Ten Years 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Estimated Market Value $8,647,405,200 $8,483,358,400 $8,627,122,700 $9,078,339,200 $9,633,243,700 $9,872,802,500 $10,209,614,900 $10,663,264,100 $11,121,835,000 $11,432,806,600 Legal Debt Margin: Debt Limit: 3% of Market Value 259,422,156 254,500,752 258,813,681 272,350,176 288,997,311 296,184,075 306,288,447 319,897,923 333,655,050 342,984,198 Amount of Debt Applicable to Debt Limit: General Obligation Bonds 31,874,239 29,464,744 17,906,759 13,499,232 12,036,705 10,648,354 9,211,190 8,191,241 13,227,541 4,891,000 Tax Abatement Bonds - - 17,598,269 17,575,537 17,552,806 17,180,074 16,697,342 16,229,610 15,306,879 27,653,135 Deductions: Amt Available for Repayment of Bonds (1)4,207,601 2,650,363 1,715,750 2,032,109 2,303,895 2,336,132 2,296,320 2,682,004 8,730,968 14,651,101 Total Debt Applicable to Limit 27,666,638 26,814,381 33,789,278 29,042,660 27,285,616 25,492,296 23,612,212 21,738,847 19,803,452 17,893,034 Legal Debt Margin $231,755,518 $227,686,371 $225,024,403 $243,307,516 $261,711,695 $270,691,779 $282,676,235 $298,159,076 $313,851,598 $325,091,164 As a % of Debt Limit 89.3%89.5%86.9%89.3%90.6%91.4%92.3%93.2%94.1%94.8% 1 - Amt Available for Repayment of Bonds only includes "Restricted Debt" of General Obligation and Tax Abatement Bonds 165 City of Eden Prairie, Minnesota Ratios of Outstanding Debt by Type Last Ten Years Business-Type Activities Special Year General Tax Total General Lease Assessments Total Percentage Ended Obligation Abatement Bonded Revenue Improvement Capital Govt'Revenue of Personal Per Dec. 31 Bonds Bonds Debt Bonds Bonds Lease Bonds Bonds Total Income (1)Capita (2) 2012 $31,874,239 - $31,874,239 $1,425,000 $18,137,531 $174,719 $51,611,489 $3,829,969 $55,441,458 *894 2013 29,464,744 - 29,464,744 1,360,000 15,658,107 132,700 46,615,551 3,383,723 49,999,274 *806 2014 17,906,759 17,598,269 35,505,028 1,290,000 14,834,596 89,593 51,719,217 2,927,476 54,646,693 *871 2015 13,499,232 17,575,537 31,074,769 1,220,000 12,289,647 45,369 44,629,785 2,466,230 47,096,015 *752 2016 12,036,705 17,552,806 29,589,511 1,145,000 12,799,455 286,942 43,820,908 3,631,427 47,452,335 *751 2017 10,648,354 17,180,074 27,828,428 - 10,021,959 231,734 38,082,121 3,143,967 41,226,088 *653 2018 9,211,190 16,697,342 25,908,532 - 8,054,154 175,457 34,138,143 2,511,507 36,649,650 *575 2019 8,191,241 16,229,610 24,420,851 - 6,101,720 118,090 30,640,661 6,960,748 37,601,409 *593 2020 13,227,541 15,306,879 28,534,420 - 4,320,627 59,611 32,914,658 6,088,767 39,003,425 *612 2021 4,891,000 27,653,135 32,544,135 - 2,606,494 - 35,150,629 11,674,835 46,825,464 *729 (1) See Demographic and Economic Statistics for personal income (2) See Demographic and Economic Statistics for population * Information is not available Governmental Activities 166 City of Eden Prairie, Minnesota Ratios of General Bonded Debt Outstanding Last Ten Years Total Net Ratio of Net Year General Tax General Less Amounts General Bonded Debt Ended Obligation Abatement Bonded Available in Debt Bonded to Estimated Per Dec. 31 Debt (1)Bonds Debt Service Fund Debt Market Value (2) Capita (3) 2012 $31,874,239 $- $31,874,239 $4,207,601 $27,666,638 0.32% 446 2013 29,464,744 - 29,464,744 2,650,363 26,814,381 0.32% 432 2014 17,906,759 17,598,269 35,505,028 1,715,750 33,789,278 0.39% 539 2015 13,499,232 17,575,537 31,074,769 2,032,109 29,042,660 0.32% 464 2016 12,036,705 17,552,806 29,589,511 2,303,895 27,285,616 0.28% 432 2017 10,648,354 17,180,074 27,828,428 2,336,132 25,492,296 0.26% 404 2018 9,211,190 16,697,342 25,908,532 2,296,320 23,612,212 0.23% 371 2019 8,191,241 16,229,610 24,420,851 2,682,004 21,738,847 0.20% 343 2020 13,227,541 15,306,879 28,534,420 8,730,968 19,803,452 0.18% 311 2021 4,891,000 27,653,135 32,544,135 14,651,101 17,893,034 0.16% 279 (1) Amount Does not Include Special Assessment Improvement or Revenue Bonds. (2) See "Taxable Assessed Value and Estimated Actual Value of Property" for Market Value (3) See Demographic and Economic Statistics for Population 167 City of Eden Prairie, Minnesota Computation of Direct and Overlapping Bonded Debt December 31, 2021 Percent of Debt Net Debt Debt Applicable Applicable Governmental Unit Outstanding to City (1)to City Direct Debt: City of Eden Prairie $35,150,629 100.00%$35,150,629 Overlapping Debt: Hopkins ISD 270 $155,731,784 4.38%$6,821,052 Eden Prairie ISD 272 93,478,941 97.64%91,272,838 Minnetonka ISD 276 113,460,023 2.93%3,324,379 Hennepin County 1,037,033,516 5.74%59,525,724 Henn Suburban Park District 45,542,541 8.17%3,720,826 Henn Regional RR Authority 89,332,530 5.74%5,127,687 Metropolitan Council 73,049,600 2.80%2,045,389 Total Overlapping Debt 1,607,628,935 171,837,894 Total Direct and Overlapping Debt $1,642,779,564 $206,988,523 Notes: 1- The percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the county's taxable assessed value that is within the City's boundaries and dividing it by the county's total taxable assessed value. 168 City of Eden Prairie, Minnesota Demographic and Economic Statistics Last Ten Years Household Per Median Capita Median School Unemployment Year Population (1)Income Income Age Enrollment Rate 2012 62,004 ***9,162 4.6% 2013 62,004 ***9,046 4.0% 2014 62,729 ***9,011 2.4% 2015 62,593 ***8,941 2.3% 2016 63,187 ***8,844 2.9% 2017 63,163 ***8,835 2.4% 2018 63,726 ***8,780 2.6% 2019 63,456 ***8,861 2.2% 2020 63,726 ***8,759 3.4% 2021 64,198 ***8,534 2.8% Sources: City of Eden Prairie Planning Department Minnesota Department of Employment and Economic Development Eden Prairie School District 272 - Enrollment History Website * Data is not available 1) Using Met Council numbers Governmental Activities 169 City of Eden Prairie, Minnesota Principal Employers For the Year Ended December 31, 2021 and 2012 Percentage Percentage of Total of Total Employer Employees City Employment Employer Employees City Employment Optum 3,312 5.7% Optum 1,800 3.6% Eden Prairie Mall 2,329 4.0%Supervalu Stores Inc.1,519 3.0% EP Schools 2,329 4.0%EP Schools 1,500 3.0% CH Robinson 2,200 3.8%CH Robinson 1,465 2.9% United Batural Foods Inc.2,000 3.5%Starkey Labs 1,440 2.9% Starkey Labs 1,500 2.6% Cigna 1,200 2.4% Emerson Process Management 1,500 2.6% Dell-Compellent 1,000 2.0% Tennant Company 1,500 2.6% Rosemount-Emerson 1,000 2.0% Element Fleet Management 1,200 2.1%GE Capital 900 1.8% MTS Systems 1,000 1.7%Kroll On-Track 808 1.6% Total Principal Employer 18,870 32.7%12,632 25.1% Other Employers 38,776 67.3%37,779 74.9% Total Employers 57,646 100.0%50,411 100.0% Source: Official Bonds Statement for G.O. Water Revenue Bonds, Series 2021A 2021 2012 170 City of Eden Prairie, Minnesota Employees by Function Last Ten Years Source: Human Resource department 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Administration Office of City Manager 2 2 2 2 2 2 2 2 2 2 City Clerk 1 1 1 1 1 1 1 1 2 2 Human Resources 8.75 8.8 9.7 9.7 9.8 9.8 9.8 9.8 9.8 9.8 Communications 3 3.5 3.5 3.5 3.5 3.5 3.5 3.5 3.5 3.5 Finance 5.5 5.5 5.5 5.5 5.5 5.5 5.5 5.5 5.5 5.5Liquor Stores 8 9 9 9 9 9 9 9 9 9 Information Technology 7 7 7 7 6 6 6 6 6 6.5 Facilities 8.5 8.5 9.88 9.88 9.88 10 10 10 10 10 Community Development Administration 1.5 2 2 2 2 2 2 2 2 2 Assessing 7 7 7 7 7 7 7 7 7 7 Planning 4.5 4.6 4.6 4.7 4.7 4.7 4.7 4.7 4.8 4.8 Economic Development 1 1 1 1 1 1 1 1 1 1Housing & Community Services 2 2 1.75 1.75 1.75 1.75 1.75 2 2 2 Parks and Recreation Administration 2 2 2 2 2 2 2 2 2 2 Park Maintenance 20 20 20 20 20 20 20 20 20 20 Recreation Services 7.6 7.6 7.6 7.6 7.6 7.6 7.6 7.6 7.6 7.6 Community Center 5.5 5.5 5.5 5.5 6.5 6.5 6.5 6.5 6.5 6.5 Police Administration 25.1 25 25 25 25 25 25 24 24 24 Officers 66 66 66 66 67 68 68 69 69.5 70.5 Fire Administration 9 9 9 9 9 9 9 9 9 9 Building Inspections 9 9 9 9 9 9 9 9 9 9 Public Works Engineering 8.3 8.3 8.3 9.3 10.3 10.3 7.5 7.5 7.5 7.5 Street Maintenance 15 15 14.5 14.5 14 14 14 15 15 15Utilities34.7 34.7 34.7 34.7 35.7 35.7 39.5 39.5 39.5 39.5 Fleet Services 6 6 6.5 5.5 5 5 5 5 5 5 Grand Total 267.95 270 272.03 272.13 274.23 275.35 276.35 277.6 279.2 280.7 171 City of Eden Prairie, Minnesota Operating Indicators Last Ten Years 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 General Government Bond Rating - Moody's Investor Service Aaa Aaa Aaa Aaa Aaa Aaa Aaa Aaa Aaa Aaa Bond Rating - Standard & Poors n/a n/a AAA AAA AAA AAA AAA AAA AAA AAA Housing and Human ServicesNumber of Residents Served 3,300 3,300 3,500 3,500 3,500 3,750 3,975 5,700 9,200 14,300 Assessing: Number of Appraisals Completed 4,871 5,002 5,291 5,320 5,066 5,061 4,908 4,912 5,267 4,842 Parks and Recreation Avg Monthly Community Center Memberships 2,573 n/a n/a n/a 2,511 2,688 2,608 2,486 1,683 1,346 Program Registrations (Excludes Leagues)15,403 17,783 18,269 17,531 15,701 17,161 17,972 19,931 6,022 14,848 Public Safety FireNumber of Calls 1,169 1,601 1,614 1,617 1,615 1,742 1,908 1,875 2,915 2,909 Inspection Permits Issued 6,043 9,500 7,469 6,405 5,997 6,227 6,436 6,438 7,766 8,883 Building permit revenue 3,786,592$ 4,410,616$ 3,496,417$ 3,059,075$ 2,303,405$ 2,066,787$ 3,388,529$ 3,646,332$ 3,578,799$ 4,409,481$ Police Number of Calls 60,632 53,746 50,380 49,921 50,741 46,319 52,278 50,909 40,564 42,801 Public Works: Patching Materials (Tons)2,000 2,500 2,400 1,555 2,370 1,650 1,700 1,976 1,739 1,164 Overlays (Tons)23,200 24,000 26,488 29,602 23,070 28,856 29,852 31,503 35,988 33,164 Crack Filling Materials (Lbs)328,000 200,000 154,944 32,000 68,000 42,000 31,920 50,007 66,175 6,340 Seal Coating (Sq Yards) - Chips Sealed Placed 389,698 400,000 375,500 411,700 381,600 405,425 365,907 327,998 364,854 66,892 Seal Coating (Sq Yards) - Fog Seal/Reclamite Placed n/a n/a n/a n/a n/a n/a n/a 276,296 470,020 602,335 Water System: Number of Connections 19,076 19,195 19,269 19,312 19,362 19,426 19,426 19,426 19,541 19,526 Water Main Repairs 23 15 9 28 53 30 18 24 33 24 Number of Hydrant Flushed 4,267 4,217 4,326 4,311 4,515 4,360 4,395 4,274 - 4,273 Average Daily Usage 8.5 MGD 7.9 MGD 7.25 MGD 6.99 MGD 7.07 MGD 7.06 MGD 7.08 MG 6.25 MG 6.95 MG 7.72 MG Sewer System: Number of Connections 18,474 18,525 18,578 18,644 18,707 18,865 18,925 18,955 19,016 19,022 Miles of Sanitary Sewer Cleaned 85 65 75 81 81 76 65 50 10 51 Storm System: Number of Storm Sumps Maintained 70 61 103 78 91 88 97 48 40 60 Sources: Various City Departments MGD - Million Gallons Daily N/A - Not Available 172 City of Eden Prairie, Minnesota Capital Assets Statistics by Function Last Ten Years 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Public Safety Fire Protection Number of Stations 4 4 4 4 4 4 4 4 4 4 Number of Volunteer Firefighters 89 95 90 92 99 101 95 92 94 93 Police Protection Number of Stations 1 1 1 1 1 1 1 1 1 1 Public Works Miles of City Streets 231 232 233 234 234 234 235 235 235 236 Parks and Recreation City Parks 43 43 43 43 43 43 43 43 43 43 Conservation Areas 15 15 15 15 15 15 15 15 15 15 Historic Sites 5 5 5 5 5 5 5 5 5 5 Special Use Areas 5 5 5 5 5 5 5 5 5 5 Miles of Trails 122 122 128 128 128 134 134 134.5 134.5 134.5 Water System Number of Wells 15 15 15 15 15 15 15 15 15 15 Total Pumping Capacity 26 MGD 28 MGD 28 MGD 28 MGD 28 MGD 28 MGD 28 MGD 28 MGD 28 MGD 28 MGD Total Storage Capacity 8.5M gals 8.5M gals 8.5 MG 8.5 MG 8.5 MG 8.5 MG 8.5 MG 8.5 MG 12.5 MG 12.5 MG Miles of Water Mains 321 323 326 326 328 326 326 327 326 322 Sewer System Miles of Sanitary Sewer 258 258 262 264 264 263 263 264 265 262 Miles of Storm Sewer 179 180 186 189 193 193 193 195 198 200 Sources: Various City Departments Note: No Capital Asset Indicators are Available for the General Government Functions. MGD - Million Gallons Daily 173 City of Eden Prairie Hennepin County, Minnesota Schedule of Expenditures of Federal Awards and Independent Auditor's Reports December 31, 2021 City of Eden Prairie Table of Contents Schedule of Expenditures of Federal Awards 1 Notes to Schedule of Expenditures of Federal Awards 2 Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 3 Report on Compliance for Each Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance 5 Schedule of Findings and Questioned Costs 8 Minnesota Legal Compliance 10 See notes to schedule of expenditures of federal awards. 1 FederalCFDA FederalNumberExpenditures U.S. Department of Housing and Urban DevelopmentReceived DirectlyCommunity Development Block Grant Program 14.218 579,557$ U.S. Department of JusticeReceived DirectlyBulletproof Vest Partnership Program 16.607 14,178 U.S. Department of TransportationPassed through the State of MinnesotaState and Community Highway Safety - Enforcement Wave Plan (Safe & Sober)20.600 12,990Minimum Penalties for Repeat Offenders for Driving While Intoxicated 20.608 142,045State and Community Highway Safety - Seat Belt 20.616 8,711Total U.S. Department of Transportation 163,746 U.S. Department of the Federal Transit AdministrationPassed through Metropolitan CouncilFederal Transit-Capital Investment Grants 20.500 3,170,786 U.S. Department of Treasury Passed through Minnesota Division of Homeland Security and Emergency ManagementCOVID - Coronavirus State and Local Fiscal Recovery Funds 21.027 3,723,700 Center for Disease Control and PreventionPassed through the State of MinnesotaAssistance Programs for Chronic Disease Prevention and Control 93.945 3,880 Total Federal Expenditures 7,655,847$ Federal Agency/Pass Through Agency/Program Title City of Eden PrairieSchedule of Expenditures of Federal Awards Year Ended December 31, 2021 2 City of Eden Prairie Notes to Schedule of Expenditures of Federal Awards NOTE 1 – BASIS OF PRESENTATION The accompanying Schedule of Expenditures of Federal Awards includes the federal grant activity of the City of Eden Prairie, Minnesota and is presented on the modified accrual basis of accounting. The information in this Schedule is presented in accordance with the requirements of the Uniform Guidance. Therefore, some amounts presented in this Schedule may differ from amounts presented in, or used in, the preparation of the modified accrual basis financial statements. NOTE 2 – PASS-THROUGH GRANT NUMBERS All pass-through entities listed previously use the same CFDA numbers as the federal grantors to identify these grants and have not assigned any additional identifying numbers. NOTE 3 – INDIRECT COST RATE The City did not elect to use the 10 percent de minimis indirect cost rate, as allowed under the Uniform Guidance. 3 Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Independent Auditor's Report Honorable Mayor and Members of the City Council City of Eden Prairie Eden Prairie, Minnesota We have audited, in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Eden Prairie, Minnesota, as of and for the year ended December 31, 2021, and the related notes to financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated April 20, 2022. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the City's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses, or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. 4 Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the result of that testing, and not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Minneapolis, Minnesota April 20, 2022 5 Report on Compliance for each Major Federal Program and Report on Internal Control over Compliance Required by the Uniform Guidance Independent Auditor's Report Honorable Mayor and Members of the City Council City of Eden Prairie Eden Prairie, Minnesota Report on Compliance for Each Major Federal Program Opinion on Each Major Federal Program We have audited the City of Eden Prairie's compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on the City's major federal program for the year ended December 31, 2021. The City's major federal program is identified in the summary of auditor's results section of the accompanying Schedule of Findings and Questioned Costs. In our opinion, the City complied in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended December 31, 2021. Basis for Opinion on Each Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of the City's compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules and provisions of contracts or grant agreements applicable to the City's federal programs. 6 Auditor's Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City's compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City's compliance with the requirements of each major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City's compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. Obtain an understanding of the City's internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of Example Entity’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Report on Internal Control over Compliance A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. 7 Report on Internal Control over Compliance (Continued) Our consideration of internal control over compliance was for the limited purpose described in Auditor's Responsibilities for the Audit of Compliance section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Eden Prairie, Minnesota, as of and for the year ended December 31, 2021, and have issued our report thereon dated April 20, 2022, which contained unmodified opinions on the financial statements. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying Schedule of Expenditures of Federal Awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Schedule of Expenditure of Federal Awards is fairly stated, in all material respects, in relation to the basic financial statements as a whole._ Minneapolis, Minnesota April 20, 2022 8 City of Eden Prairie Schedule of Findings and Questioned Costs SECTION I – SUMMARY OF AUDITOR'S RESULTS Basic Financial Statements Type of auditor's report issued: We issued an unmodified opinion on the fair presentation of the basic financial statements of the governmental activities, business-type activities, each major fund, and the aggregate remaining fund information in accordance with accounting principles generally accepted in the United State of America (GAAP) Internal control over financial reporting: Material weakness(es) identified? No Significant deficiency(ies) identified? None Reported Noncompliance material to financial statements noted? No Federal Awards Type of auditor's report issued on compliance for major programs: Unmodified Internal control over major programs: Material weakness(es) identified? No Significant deficiency(ies) identified? None reported Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200.516(a)? No Identification of Major Programs CFDA No.: 21.027 Name of Federal Program or Cluster: Coronavirus State and Local Fiscal Recovery Funds Dollar threshold used to distinguish between type A and type B programs: $750,000 Auditee qualified as low risk auditee? No 9 City of Eden Prairie Schedule of Findings and Questioned Costs SECTION II – FINANCIAL STATEMENT FINDINGS None SECTION III – FEDERAL AWARD FINDINGS AND QUESTIONED COSTS None SECTION IV – PRIOR YEAR FINDINGS AND QUESTIONED COSTS None 10 Minnesota Legal Compliance Independent Auditor's Report Honorable Mayor and Members of the City Council City of Eden Prairie Eden Prairie, Minnesota We have audited, in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Eden Prairie, Minnesota as of and for the year ended December 31, 2021, and the related notes to financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated April 20, 2022. In connection with our audit, nothing came to our attention that caused us to believe that the City failed to comply with the provisions of the contracting and bidding, deposits and investments, conflicts of interest, public indebtedness, claims and disbursements, miscellaneous provisions, and tax increment financing sections of the Minnesota Legal Compliance Audit Guide for Cities, promulgated by the State Auditor pursuant to Minnesota Statutes § 6.65, insofar as they relate to accounting matters. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance. Accordingly, had we performed additional procedures, other matters may have come to our attention regarding the City’s noncompliance with the above referenced provisions, insofar as they relate to accounting matters. The purpose of this report is solely to describe the scope of our testing of compliance and the results of that testing, and not to provide an opinion on compliance. Accordingly, this communication is not suitable for any other purpose. Minneapolis, Minnesota April 20, 2022 City of Eden Prairie Hennepin County, Minnesota Communications Letter December 31, 2021 City of Eden Prairie Table of Contents Report on Matters Identified as a Result of the Audit of the Basic Financial Statements 1 Required Communication 3 Financial Analysis 8 Emerging Issue 23 1 Report on Matters Identified as a Result of the Audit of the Basic Financial Statements Honorable Mayor, Members of the City Council, and Management City of Eden Prairie Eden Prairie, Minnesota In planning and performing our audit of the basic financial statements of the governmental activities, business-type activities, each major fund, and the aggregate remaining fund information of the City of Eden Prairie, Minnesota, as of and for the year ended December 31, 2021, in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, we considered the City's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control over financial reporting. Our consideration of internal control was for the limited purpose described in the preceding paragraph and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and, therefore, material weaknesses or significant deficiencies may exist that have not been identified. In addition, because of inherent limitations in internal control, including the possibility of management override of controls, misstatements due to error, or fraud may occur and not be detected by such controls. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the City's basic financial statements will not be prevented, or detected and corrected, on a timely basis. A reasonable possibility exists when the likelihood of an event occurring is either reasonably possible or probable as defined as follows: Reasonably possible. The chance of the future event or events occurring is more than remote but less than likely. Probable. The future event or events are likely to occur. We did not identify any deficiencies in internal control that we consider to be material weaknesses. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. 2 The accompanying memorandum also includes financial analysis provided as a basis for discussion. The matters discussed herein were considered by us during our audit and they do not modify the opinion expressed in our Independent Auditor's Report dated April 20, 2022, on such statements. This communication, which is an integral part of our audit, is intended solely for the information and use of the City Council and management and others within the City and state oversight agencies and is not intended to be, and should not be, used by anyone other than these specified parties. Minneapolis, Minnesota April 20, 2022 3 City of Eden Prairie Required Communication We have audited the basic financial statements of the governmental activities, business-type activities, each major fund, and the aggregate remaining fund information of the City as of and for the year ended December 31, 2021. Professional standards require that we advise you of the following matters related to our audit. Our Responsibility in Relation to the Financial Statement Audit As communicated in our engagement letter, our responsibility, as described by professional standards, is to form and express opinions about whether the basic financial statements prepared by management with your oversight are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America. Our audit of the basic financial statements does not relieve you or management of its respective responsibilities. Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the basic financial statements are free of material misstatement. An audit of the basic financial statements includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control over financial reporting. Accordingly, as part of our audit, we considered the internal control of the City solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. We are also responsible for communicating significant matters related to the audit that are, in our professional judgement, relevant to your responsibilities in overseeing the financial reporting process. However, we are not required to design procedures for the purpose of identifying other matters to communicate to you. Generally accepted accounting principles provide for certain Required Supplementary Information (RSI) to supplement the basic financial statements. Our responsibility with respect to the RSI, which supplements the basic financial statements, is to apply certain limited procedures in accordance with generally accepted auditing standards. However, the RSI was not audited and, because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance, we do not express an opinion or provide any assurance on the RSI. Our responsibility for the supplementary information accompanying the basic financial statements, as described by professional standards, is to evaluate the presentation of the supplementary information in relation to the basic financial statements as a whole and to report on whether the supplementary information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. Our responsibility with respect to the other information in documents containing the audited basic financial statements and auditor's report does not extend beyond the basic financial information identified in the report. We have no responsibility for determining whether this other information is properly stated. This other information was not audited and we do not express an opinion or provide any assurance on it. 4 City of Eden Prairie Required Communication Our Responsibility in Relation to Government Auditing Standards As communicated in our engagement letter, part of obtaining reasonable assurance about whether the basic financial statements are free of material misstatement, we performed tests of the City's compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of basic financial statement amounts. However, the objective of our tests was not to provide an opinion on compliance with such provisions. Our Responsibility in Relation to Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) As communicated in our engagement letter, in accordance with the Uniform Guidance, we examined on a test basis, evidence about the City’s compliance with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Compliance Supplement applicable to each of its major federal programs for the purpose of expressing an opinion on the City’s compliance with those requirements. While our audit provided a reasonable basis for our opinion, it did not provide a legal determination on the City’s compliance with those requirements. In planning and performing our audit of compliance, we considered the City’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Planned Scope and Timing of the Audit We conducted our audit consistent with the planned scope and timing we previously communicated to you. Compliance with All Ethics Requirements Regarding Independence The engagement team, others in our firm, as appropriate, our firm, and our network firms have complied with all relevant ethical requirements regarding independence. Significant Risks Identified We have identified the following significant risks of material misstatements: Improper revenue recognition o Revenue recognition is considered a fraud risk on substantially all engagements as it generally has a significant impact on the results of the government operations. In addition, complexities exist surrounding the calculation and recording of various revenue sources. Management override of controls through journal entries o Management override of internal control is considered a risk in substantially all engagements as management may be incentivized to produce better results. Lack of Segregation of Accounting Duties o If duties cannot be appropriately segregated within the accounting and finance department, there is a risk of unauthorized disbursements being made from the City. 5 City of Eden Prairie Required Communication Qualitative Aspects of the City’s Significant Accounting Practices Significant Accounting Policies Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by the City is included in the notes to basic financial statements. There have been no initial selection of accounting policies and no changes to significant accounting policies or their application during 2021. No matters have come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Significant Accounting Estimates Accounting estimates are an integral part of the basic financial statements prepared by management and are based on management's current judgements. Those judgements are normally based on knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the basic financial statements and because of the possibility that future events affecting them may differ markedly from management's current judgements. The most sensitive estimates affecting the basic financial statements relate to: Depreciation – The City is currently depreciating its capital assets over their estimated useful lives, as determined by management, using the straight-line method. Expense Allocation – Certain expenses are allocated to programs based on an estimate of the benefit to that particular program. Examples are salaries, benefits, and supplies. Total Other Post Employment Benefits (OPEB) Liability, Deferred Outflows of Resources Related to OPEB and Deferred Inflows of Resources Related to OPEB – These balances are based on an actuarial study using the estimates of future obligations of the City for post employment benefits. Net Pension Liability, Deferred Outflows of Resources Related to Pensions and Deferred Inflows of Resources Related to Pensions – These balances are based on an allocation by the pension plans using estimates based on contributions. We evaluated the key factors and assumptions used to develop the accounting estimates and determined that they are reasonable in relation to the basic financial statements taken as a whole and in relation to the applicable opinion units. Financial Statement Disclosures Certain basic financial statement disclosures involve significant judgment and are particularly sensitive because of their significance to financial statement users. The basic financial statement disclosures are neutral, consistent, and clear. Significant Difficulties Encountered during the Audit We encountered no significant difficulties in dealing with management relating to the performance of the audit. 6 City of Eden Prairie Required Communication Uncorrected and Corrected Misstatements For the purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effects of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the basic financial statements taken as a whole and each applicable opinion unit. Management did not identify and we did not notify them of any uncorrected financial statement misstatements. In addition, professional standards require us to communicate to you all material, corrected misstatements that were brought to the attention of management as a result of our audit procedures. None of the misstatements detected as a result of audit procedures and corrected by management were material, either individually or in the aggregate, to the basic financial statements taken as a whole. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the City's basic financial statements or the auditor's report. No such disagreements arose during the course of our audit. Representations Requested from Management We have requested certain written representations from management, which are included in the management representation letter. Management's Consultations with Other Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management has informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. Other Significant Matters, Findings, or Issues In the normal course of our professional association with the City, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, significant events or transactions that occurred during the year, operating and regulatory conditions affecting the City, and operations plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the City's auditor. Other Information Included in Annual Reports Pursuant to professional standards, our responsibility as auditors for other information, whether financial or nonfinancial, included in the City's annual reports, does not extend beyond the information identified in the audit report and we are not required to perform any procedures to corroborate such other information. 7 City of Eden Prairie Required Communication Other Information Included in Annual Reports (Continued) We applied certain limited procedures to the RSI that supplements the basic financial statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI. With respect to the supplementary information accompanying the financial statements, we made certain inquiries of management and evaluated the form, content and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the basic financial statements or to the basic financial statements themselves. We were not engaged to report on the other information accompanying the basic financial statements but are not RSI. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Our responsibility also includes communicating to you any information which we believe is a material misstatement of fact. Nothing came to our attention that caused us to believe that such information, or its manner of presentation, is materially inconsistent with the information, or manner of its presentation, appearing in the basic financial statements. 8 City of Eden Prairie Financial Analysis The following pages provide graphic representations of select data pertaining to the financial position and operations of the City for the past five years. Our analysis of each graph is presented to provide a basis for discussion of past performance and how implementing certain changes may enhance future performance. We suggest you view each graph and document if our analysis is consistent with yours. A subsequent discussion of this information should be useful for planning purposes. General Fund – Revenues The following graph presents comparisons of revenues by type, illustrating the majority of revenue for the City is from taxes and special assessments. This source represents 70.4% of total General Fund revenues. Other revenues include items such as fines and forfeitures, investment earnings, and other miscellaneous items. Revenues of the General Fund increased from 2020 to 2021 by $2,760,656. Taxes and assessments revenue increased by $1,552,812 due to an increase in levy. Intergovernmental decreased $884,890 due to more Coronavirus Relief Funds received in 2020 than ARPA in 2021. Licenses and permits revenue increased $861,587 due to new construction and additions/remodels. Charges for Services increased $1,692,035 due to registrations and memberships increasing since COVID started, but not yet back to pre-COVID numbers. Other Revenues decreased $460,888 due to a decrease in investment income due to market conditions. The unrealized market value adjustment decreased from a positive $198,510 in 2020 to a negative $297,350 in 2021 in the General Fund. 2017 2018 2019 2020 2021 Taxes and SpecialAssessments $32,386,507 $34,258,721 $35,029,637 $36,283,374 $37,836,186 Intergovernmental 1,504,055 1,439,023 1,768,464 6,238,109 5,353,219 Charges for Services 5,744,494 5,976,951 6,132,338 2,464,886 4,156,921 Licenses and Permits 3,565,161 4,892,559 5,110,672 4,996,872 5,858,459 Other 829,818 963,896 1,218,229 1,020,372 559,484 $- $10,000,000 $20,000,000 $30,000,000 $40,000,000 $50,000,000 $60,000,000 General Fund Revenues 9 City of Eden Prairie Financial Analysis General Fund – Expenditures The graph below represents the breakdown of expenditures by department. Police expenditures continue to comprise the largest portion of General Fund expenditures, representing 33.7%. Overall, General Fund expenditures increased $2,102,993 from 2020. Police had an increase of $788,040 mainly due to an increase in wages and benefits. Parks and Recreation increased $1,258,801 due mainly to more programs and activities being offered in 2021 versus 2020. In 2020, there was limited activity due to COVID. Other department expenditures had relatively minor fluctuations when compared to the prior year. 2017 2018 2019 2020 2021 Debt service $60,766 $60,766 $60,766 $60,765 $60,766 Parks and Recreation 11,345,396 12,158,792 12,489,302 11,084,484 12,343,285 Public Works 6,026,334 5,872,135 5,891,040 5,991,750 6,026,323 Fire 6,159,322 6,058,619 5,854,829 6,378,338 6,421,157 Police 14,069,709 14,517,004 15,204,092 15,357,194 16,145,234 Community development 2,376,934 2,320,363 2,280,391 2,431,612 2,304,990 Administration 4,033,588 4,467,514 4,455,624 4,547,110 4,652,491 $- $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 $40,000,000 $45,000,000 $50,000,000 $55,000,000 General Fund Expenditures 10 City of Eden Prairie Financial Analysis General Fund – Budgetary Comparison Original Actual Amounts Revenues General Property Taxes and Assessments $37,325,260 $37,325,260 $37,836,186 510,926$ Licenses and permits 3,855,780 3,855,780 5,858,459 2,002,679 Intergovernmental revenue 1,299,222 1,299,222 5,353,219 4,053,997 Charges for services 6,468,995 6,468,995 4,156,921 (2,312,074) Fines and forfeitures 417,000 417,000 319,990 (97,010) Investments 150,000 150,000 (128,825) (278,825) Miscellaneous revenues 162,990 162,990 368,319 205,329 Total revenues 49,679,247 49,679,247 53,764,269 4,085,022 Expenditures Administration 4,719,537 4,719,537 4,652,491 (67,046) Community Development 2,506,395 2,506,395 2,304,990 (201,405) Police 16,346,761 16,346,761 16,145,234 (201,527) Fire 6,477,683 6,477,683 6,421,157 (56,526) Public Works 6,536,459 6,566,459 6,026,323 (540,136) Parks and Recreation 13,434,873 13,434,873 12,343,285 (1,091,588) Debt Service 60,766 60,766 60,766 - Total expenditures 50,082,474 50,112,474 47,954,246 (2,158,228) Excess of revenues over (under) disbursements (403,227) (433,227) 5,810,023 6,243,250 Other Financing Sources (Uses) Transfers in 423,227 423,227 423,527 300 Transfers Out (20,000) (20,000) (3,216,462) (3,196,462) Total other financing sources (uses)403,227 403,227 (2,792,935) (3,196,162) Net change in fund balances -$ (30,000)$ 3,017,088$ 3,047,088$ Variance With Final Budget - Over (Under)Final Budget Overall, actual revenue was $4,085,022, or 8.2%, over budget. General property taxes and assessments were $510,926 over budget based on levy and collections for the year. Licenses and permits were $2,002,679 over budget due to budgeting conservatively for permits, specifically building permits and mechanical permits. Intergovernmental revenue was $4,053,997 over budget due to receiving ARPA funding in 2021 which wasn’t budgeted for. Charges for services were $2,312,074 under budget due to memberships/registrations not being back to pre-COVID numbers. Other revenues were $170,506 under budget due to a decrease in investment income due to market conditions. Overall, actual expenditures were less than budgeted amounts by $2,158,228, or 4.3%. Public Works was $540,136 under budget due to less striping of roads and less crack filling compared to budget amounts. Parks and Recreation was $1,091,588 under budget due to registrations and memberships not being back to pre-covid numbers yet. 11 City of Eden Prairie Financial Analysis General Fund – Operations The following graph shows the overall operations of the General Fund. Revenues have fluctuated over the five years shown from a high in 2021 of $53,764,269 to a low of $44,030,035 in 2017. Overall, from 2017 to 2021, revenues have increased $9,734,234. Similarly, expenditures have fluctuated over the five years presented. In 2021, expenditures were $47,954,246, an increase from the prior year of $2,102,993. Since 2017, expenditures have increased $3,882,197. $44,030,035 $47,531,150 $49,259,340 $51,003,613 $53,764,269 $44,072,049 $45,455,193 $46,236,044 $45,851,253 $47,954,246 23,048,423 24,860,401 27,888,522 28,053,442 30,550,473 22,592,160 24,438,689 25,354,724 26,197,429 29,132,535 $0$2,500,000$5,000,000 $7,500,000 $10,000,000 $12,500,000 $15,000,000 $17,500,000 $20,000,000 $22,500,000 $25,000,000 $27,500,000 $30,000,000 $32,500,000$35,000,000$37,500,000 $40,000,000 $42,500,000 $45,000,000 $47,500,000 $50,000,000 $52,500,000 $55,000,000 2017 2018 2019 2020 2021 General Fund Operations Total Revenues Total Expenditures Cash and Investment Balance Unassigned Fund Balance As illustrated above, the General Fund Unassigned Fund Balance has remained relatively consistent, increasing $2,935,106 from $26,197,429 at December 31, 2020, to $29,132,535 at December 31, 2021. Over the last five years, the City has been able to maintain steady cash and fund balances in a period of generally increasing costs and variable revenues. The City’s fund balance policy indicates they will strive to maintain a minimum working capital fund balance not less than 50% of next year’s budgeted tax revenue, an emergency fund balance for contingencies of 10% of next year’s budget and a budget balancing measure of 5% to 7% of next year’s budget in unassigned fund balance. As of December 31, 2021, the City’s unassigned fund balance of $29,132,535 was in compliance with the City’s fund balance policy. 12 City of Eden Prairie Financial Analysis Water Operations The following graph illustrates the current operations of the Water Fund for the past five years. Operating income is shown with and without depreciation below. Operating revenue increased $1,695,581, or 18.9%, from 2020 based on changes in usage, rates, and continued development. Operating expenses increased by $2,836,153 or 30.4%. The increase is due to more improvement and capital purchases than 2020 mainly for the water meter change out project. The net effect of the increased revenues and increased expenses is an operating loss of $1,495,450. This was a decrease of $1,140,572 from the operating loss reported in 2020. Enterprise funds may be used to account for any activity in which a fee is charged. It is not required to have the fee support the entire activity; however, the basic premise in establishing an enterprise fund is that the activity will be operated similar to a business. Therefore, it is expected the enterprise fund would at least be able to meet its obligations currently and into the future. 2017 2018 2019 2020 2021 Operating Revenues $7,846,508 $8,422,155 $7,699,582 $8,987,364 $10,682,945 Operating Expenses 9,587,269 10,367,249 9,570,276 9,342,242 12,178,395 Operating Loss with Depreciation (1,740,761) (1,945,094) (1,870,694) (354,878) (1,495,450) Depreciation 2,908,862 2,881,198 2,880,971 2,900,056 2,957,215 Operating Income without Depreciation 1,168,101 936,104 1,010,277 2,545,178 1,461,765 $(4,000,000) $(2,000,000) $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000 Water Operations 13 City of Eden Prairie Financial Analysis Water Fund 2017 2018 2019 2020 2021 Cash and Investments $11,762,742 $13,031,729 $17,264,600 $14,469,884 $21,181,148 Unrestricted Net Position 11,314,607 12,563,368 13,630,544 7,019,905 8,961,105 $(200,000) $4,800,000 $9,800,000 $14,800,000 $19,800,000 Water Fund The above graph shows the cash and investment and unrestricted net position balances as of December 31, for the last five years. The Water Fund cash and investment balance has increased $9,418,406 since 2017. The cash and investment balance increased $6,711,264 during 2021 while the unrestricted net position for the Water Fund increased $1,941,200 during the same time period. The larger increase in cash can be attributed to the unspent bond proceeds of $4,200,000. $5,900,000 was issued for the meter change out project. 14 City of Eden Prairie Financial Analysis Wastewater Operations The following graph illustrates the current operations of the Wastewater Fund for the past five years. Operating income is shown with and without depreciation below. The Wastewater Fund has shown an operating loss in each of the five years presented. In 2021, the Fund showed an operating loss of $19,082. This is a decrease of $586,357 in the operating loss from 2020. The Fund experienced an increase in operating revenue of $564,986 based on rates and usage, while wastewater expenses decreased $21,371. 2017 2018 2019 2020 2021 Operating Revenues $5,863,499 $6,356,014 $6,726,548 $6,895,764 $7,460,750 Operating Expenses 6,878,816 7,443,791 7,658,620 7,501,203 7,479,832 Operating Loss with Depreciation (1,015,317) (1,087,777) (932,072) (605,439) (19,082) Depreciation 1,744,602 1,738,001 1,710,224 1,677,800 1,677,036 Operating Income without Depreciation 729,285 650,224 778,152 1,072,361 1,657,954 $(2,000,000) $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 Wastewater Operations 15 City of Eden Prairie Financial Analysis Wastewater Fund 2017 2018 2019 2020 2021 Cash and Investments $4,565,280 $5,795,880 $5,626,666 $7,048,754 $8,761,588 Unrestricted Net Position 6,054,422 6,842,033 7,191,183 8,403,748 10,347,930 $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 Wastewater Fund The graph above shows the cash and investment and unrestricted net position balances as of December 31, for the last five years. The Wastewater Fund cash and investment balance has increased $4,196,308 since 2017. In 2021, the Wastewater Fund cash and investment balance increased $1,712,834 while the unrestricted net position increased $1,944,182. 16 City of Eden Prairie Financial Analysis Stormwater Operations The following graph illustrates the current operations of the Stormwater Fund for the past five years. Operating revenue increased $254,584 due to increase rates while expenses increased $357,930 compared to 2020. Expenses increased due to an increase in personal services due to additional time allocated to stormwater activity in 2021. The net effect of the changes in revenues and expenses was operating income of $755,146. 2017 2018 2019 2020 2021 Operating Revenues $2,380,050 $2,726,255 $3,125,251 $3,376,785 $3,631,369 Operating Expenses 2,410,068 2,335,222 2,402,226 2,518,293 2,876,223 Operating Income (Loss) with Depreciation (30,018) 391,033 723,025 858,492 755,146 Depreciation 1,046,138 1,081,097 1,120,096 1,162,430 1,187,156 Operating Income without Depreciation 1,016,120 1,472,130 1,843,121 2,020,922 1,942,302 $(31,000) $469,000 $969,000 $1,469,000 $1,969,000 $2,469,000 $2,969,000 $3,469,000 $3,969,000 Stormwater Operations 17 City of Eden Prairie Financial Analysis Stormwater Fund 2017 2018 2019 2020 2021 Cash and Investments $1,303,209 $2,594,649 $3,595,474 $5,396,835 $6,488,795 Unrestricted Net Position 773,914 2,032,899 3,240,336 5,272,296 6,858,202 $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 Stormwater Fund As of December 31, 2021, the Stormwater Fund had an ending net cash and investment balance of $6,488,795. This is an increase of $1,091,960 compared to 2020. Unrestricted net position at year-end was $6,858,202 and also increased $1,585,906 compared to the prior year. 18 City of Eden Prairie Financial Analysis Liquor Operations The City's liquor store reported an increase in sales from 2020 to 2021 of 1.8%. Cost of sales correspondingly increased by 0.9%. The City's liquor store sales and cost of sales have increased due in part to the effects of COVID and bars being closed. Operating expenses in the Liquor Fund stayed relatively consistent with prior year, increasing by $248,488. The City's gross profit percentage increased slightly from 2020 to 2021. The City's gross profit percentage is higher than all of the metro stores presented below and above the metro municipal average. 2017 2018 2019 2020 2021 Sales and Operating Revenue $10,501,449 $10,848,725 $10,977,643 $11,711,560 $11,923,359 Cost of Sales 7,548,842 7,718,631 7,843,984 8,299,999 8,371,936 Gross Profit 2,952,607 3,130,094 3,133,659 3,411,561 3,551,423 Operating Expenses 2,331,692 2,255,144 2,379,148 2,297,060 2,545,548 Operating Income 620,915 874,950 754,511 1,114,501 1,005,875 Depreciation 122,334 115,367 107,496 73,389 38,021 Operating Income without Depreciation 743,249 990,317 862,007 1,187,890 1,043,896 $- $2,000,000 $4,000,000 $6,000,000 $8,000,000 $10,000,000 $12,000,000 $14,000,000 Liquor Operations 2021 MetroCity of City of City of City of City of MunicipalEden Prairie** Eden Prairie** Edina* Richfield* Savage* Average* Sales and operating revenue 11,923,359$ 11,711,560$ 12,117,414$ 13,262,924$ 7,386,979$ 6,967,537$ Costs of sales 8,371,936 8,299,999 8,744,414 9,886,359 5,312,509 5,097,822 Gross profit 3,551,423 3,411,561 3,373,000 3,376,565 2,074,470 1,869,715 Operating expenses 2,545,548 2,297,060 2,777,603 2,469,884 1,216,465 1,348,704 Operating income 1,005,875 1,114,501 595,397 906,681 858,005 521,011 Gross profit percentage 29.8%29.1%27.8% 25.5% 28.1% 26.8% 2020 *Individual metro municipal and averages obtained from the Office of State Auditor, Analysis of Municipal Liquor Store Operations Report. **Includes building lease activity which can affect comparability of information presented above. 19 City of Eden Prairie Financial Analysis Liquor Fund 2017 2018 2019 2020 2021 Cash and Investments $1,559,598 $1,790,067 $1,869,891 $2,330,123 $2,626,281 Unrestricted Net Position 1,106,460 1,332,343 1,461,891 1,863,641 2,102,879 $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 Liquor Fund The graph above shows the cash and investment and unrestricted net position balances as of December 31 for the last five years. The Liquor Fund cash and investment balance has increased $1,066,683 since 2017. In 2021, the Liquor Fund cash and investment balance increased $296,158 while the unrestricted net position increased $239,238. Information above includes building lease activity which should be considered when evaluating fund performance. 20 City of Eden Prairie Financial Analysis Governmental Activities The tables below and on the following page illustrate the City's various sources of revenue and expenditures per capita over a two-year period in comparison to 2020 data for Minnesota cities ranked by various sizes. Year 2019 2020 2021** Population 2,500-10,000 10,000-20,000 20,000-100,000 63,456 63,726 64,198 Property taxes 540$ 517$ 537$ 601$ 618$ 638$ Tax increments 34 33 44 31 34 42 Franchise fees and other taxes 49 60 46 65 65 64 Special assessments 54 39 54 45 42 40 Licenses and permits 36 39 46 77 66 79 Intergovernmental revenues 474 367 273 232 168 174 Charges for services 113 89 91 97 39 88 Other 83 69 69 104 108 40 Total revenue 1,383$ 1,213$ 1,160$ 1,252$ 1,140$ 1,165$ City of Eden Prairie December 31, 2020 State-Wide* Governmental Funds Revenue Per Capita with State-Wide Averages by Population Class * State-wide data obtained from the Office of the State Auditor's 2020 Minnesota City Finances Report. Comparative data for 2021 is not yet available. ** Population range was estimated based on latest available data. Total governmental revenues increased $25 per capita from 2020. The most significant increases were in intergovernmental revenue and charges for services. Other revenue decreased due to less investment income due to market conditions. Charges for services increased due to increased registrations and memberships as the City continues to rebound from COVID. 21 City of Eden Prairie Financial Analysis Governmental Activities (Continued) Year 2019 2020 2021** Population 2,500-10,000 10,000-20,000 20,000-100,000 63,456 63,726 64,198 Current Administration 176$ 140$ 118$ 70$ 71$ 72$ Community development 73 87 87 75 78 84 Police 227 205 224 245 244 254 Fire and other public safety 88 84 96 92 100 100 Public works 146 122 112 95 96 97 Parks and recreation 100 112 95 199 175 193 Other 22 21 17 1 2 - Total current 832$ 771$ 749$ 777$ 766$ 800$ Capital outlay and construction 586$ 429$ 331$ 379$ 210$ 190$ Debt service Principal***172$ 149$ 91$ 54$ 59$ 184$ Interest and fiscal 45 42 33 14 14 13 Total debt service 217$ 191$ 124$ 68$ 73$ 197$ December 31, 2020 State-Wide*City of Eden Prairie with State-Wide Averages by Population Class Governmental Funds Expenditures Per Capita * State-wide data obtained from the Office of the State Auditor's 2020 Minnesota City Finances Report. Comparative data for 2021 is not yet available. ** Population range was estimated based on latest available data. *** Amounts include bond refunding payments which can affect comparability of information. The City's current expenditures for 2021 were higher than the state-wide average for a city of a comparable population while capital outlay and construction costs were below the average for the year. Debt service expenditures were more than state-wide averages. Overall, governmental expenditures per capita increased $138 when comparing 2021 to 2020. The increase was due mainly to more programs and activities being offered in 2021 versus 2020. In 2020, there was limited activity due to COVID. Also, the increase in debt was due to the refunding of the 2012A and 2012B G.O. Refunding Bonds. 22 City of Eden Prairie Financial Analysis Tax Levy, Capacity, And Rates The graph below presents information relating to the City's tax levy, tax capacity and rates. The levy for 2021 includes the General Fund levy of $38,061,490 plus a levy for the Debt Service of $2,553,000 and Capital Project Funds totaling $400,000. As illustrated below, the taxable tax capacity of the City has experienced a steady increase over the last five years. While the City has increased the levy during this period, the tax capacity rate has declined because of increases in market values and tax capacity. $102,110,421 $106,602,759 $112,559,846 $116,554,959 $120,595,985 $35,711,841 $37,149,820 $38,278,724 $39,621,102 $41,014,490 32.48 32.35 31.52 31.51 31.43 - 25.00 50.00 75.00 100.00 $- $20,000,000 $40,000,000 $60,000,000 $80,000,000 $100,000,000 $120,000,000 $140,000,000 2017 2018 2019 2020 2021 Tax Capacity, Levy, and Rates Tax Capacity Certified Tax Levy Tax Capacity Rate City of Eden Prairie Emerging Issue 23 Executive Summary The following is an executive summary of financial and business related updates to assist you in staying current on emerging issues in accounting and finance. This summary will give you a preview of the new standards that have been recently issued and what is on the horizon for the near future. The most recent and significant update includes: Accounting Standard Update – GASB Statement No. 87 – Leases – GASB has issued GASB Statement No. 87 relating to accounting and financial reporting for leases. This new statement establishes a single model for lease accounting based on the principle that leases are financing of the right to use an underlying asset. The following is an extensive summary of the current update. As your continued business partner, we are committed to keeping you informed of new and emerging issues. We are happy to discuss this issue with you further and their applicability to your City. Accounting Standard Update – GASB Statement No. 87 – Leases The objective of this Statement is to better meet the information needs of financial statement users by improving accounting and financial reporting for leases by governments. This Statement increases the usefulness of governments' basic financial statements by requiring recognition of certain lease assets and liabilities for leases that previously were classified as operating leases and recognized as inflows of resources or outflows of resources based on the payment provisions of the contract. It establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. Under this Statement, a lessee is required to recognize a lease liability and an intangible right-to-use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources, thereby enhancing the relevance and consistency of information about governments' leasing activities. A lease is defined as a contract that conveys control of the right to use another entity's nonfinancial asset (the underlying asset) as specified in the contract for a period of time in an exchange or exchange-like transaction. Examples of nonfinancial assets include buildings, land, vehicles, and equipment. Any contract that meets this definition should be accounted for under the leases guidance, unless specifically excluded in this Statement. A short-term lease is defined as a lease that, at the commencement of the lease term, has a maximum possible term under the lease contract of 12 months (or less), including any options to extend, regardless of their probability of being exercised. Lessees and lessors should recognize short-term lease payments as outflows of resources or inflows of resources, respectively, based on the payment provisions of the lease contract. City of Eden Prairie Emerging Issue 24 Accounting Standard Update – GASB Statement No. 87 – Leases (Continued) A lessee should recognize a lease liability and a lease asset at the commencement of the lease term, unless the lease is a short-term lease or it transfers ownership of the underlying asset. The lease liability should be measured at the present value of payments expected to be made during the lease term (less any lease incentives). The lease asset should be measured at the amount of the initial measurement of the lease liability, plus any payments made to the lessor at or before the commencement of the lease term and certain direct costs. A lessee should reduce the lease liability as payments are made and recognize an outflow of resources (for example, expense) for interest on the liability. The lessee should amortize the lease asset in a systematic and rational manner over the shorter of the lease term or the useful life of the underlying asset. The notes to basic financial statements should include a description of leasing arrangements, the amount of lease assets recognized, and a schedule of future lease payments to be made. A lessor should recognize a lease receivable and a deferred inflow of resources at the commencement of the lease term, with certain exceptions for leases of assets held as investments, certain regulated leases, short-term leases, and leases that transfer ownership of the underlying asset. A lessor should not derecognize the asset underlying the lease. The lease receivable should be measured at the present value of lease payments expected to be received during the lease term. The deferred inflow of resources should be measured at the value of the lease receivable plus any payments received at or before the commencement of the lease term that relate to future periods. A lessor should recognize interest revenue on the lease receivable and an inflow of resources (for example, revenue) from the deferred inflows of resources in a systematic and rational manner over the term of the lease. The notes to basic financial statements should include a description of leasing arrangements and the total amount of inflows of resources recognized from leases. GASB Statement No. 87 is effective for reporting periods beginning after June 15, 2021. Information provided above was obtained from www.gasb.org. CITY COUNCIL AGENDA SECTION: Presentations DATE: May 3, 2022 DEPARTMENT/DIVISION: Community Development/Planning Julie Klima/ Beth Novak-Krebs ITEM DESCRIPTION: Heritage Preservation Award ITEM NO.: IV.B. Synopsis Heritage Preservation Commission Vice Chair, Paul Thorp, will introduce the Heritage Preservation Award, which recognizes an individual, family or business that has gone beyond their usual responsibilities to promote, preserve, rehabilitate or restore Eden Prairie's heritage resources. The Mayor will present the award. The recipient of the 2022 Heritage Preservation Award is Steve Olson. Steve will be in attendance to accept the award. Background Steve Olson served on the Heritage Preservation Commission for nine years beginning in 2012 and was the Commission Chair from 2015-2021. He is also a resident of Eden Prairie. He was an outstanding leader who brought a sense of calm and orderliness to commission meetings. His wealth of knowledge about history and historic preservation proved invaluable when sharing ideas, making suggestions, and directing the group in their decision making. The Commission had many successes under Steve’s leadership. The depth of knowledge Steve’s gained from his roles as an engineer and preservationist has made a profound impact on preservation in Eden Prairie. Steve’s work on the Heritage Preservation Commission can be seen throughout the community. His contributions will continue to influence residents and visitors to Eden Prairie for many years to come. Heritage Preservation Commission members are: • Rod Fisher, Chair • Paul Thorp, Vice Chair • Steven Schumacher • George Maxwell • Robert Bowes • Andrew Scipioni • Andy Ludowese • Beth Novak-Krebs Staff Liaison ITEM IV.C. PROCLAMATION City of Eden Prairie Hennepin County, Minnesota WHEREAS, the increasing number of seniors in Eden Prairie bring many opportunities and challenges for all components of our City – families, businesses, and government; and WHEREAS, every segment of our society is influenced by the needs, resources and expertise of our senior; and awareness improves participation and action; and WHEREAS, our Eden Prairie seniors play a pivotal role in formal and informal education, sharing years of accumulated experience and wisdom which will impact our future; and WHEREAS, the community wishes to celebrate and acknowledge the contributions and accomplishments of the seniors in our community and recognize the organizations that serve older adults; and WHEREAS, Senior Awareness Month recognizes that seniors are an integral part of our community. NOW, THEREFORE, the Eden Prairie City Council does hereby proclaim May 2022 as: SENIOR AWARENESS MONTH ADOPTED by the Eden Prairie City Council on this 3rd day of May 2022. Ronald A. Case, Mayor on behalf of Council Members: Kathy Nelson Mark Freiberg PG Narayanan Lisa Toomey CITY COUNCIL AGENDA SECTION: Proclamations/Presentations DATE May 3, 2022 DEPARTMENT / DIVISION Julie Klima, Community Development ITEM DESCRIPTION Business Survey Presentation ITEM NO. IV.D. Requested Action None Synopsis Peter Leatherman from Morris-Leatherman will present survey results from the 2022 business survey conducted earlier this month. Background The City has been conducting statistically valid benchmark surveys of businesses operating within the boundaries of Eden Prairie about every three years starting in 2002. The general objectives are: • Gauge the current business climate in Eden Prairie. • Compare results to prior surveys. • Help identify ways to better serve the needs of the business community. Survey methodology includes about 400 telephone interviews with randomly selected businesses located within the Eden Prairie City limits. Most respondents are owners, presidents, or managers of EP businesses. Although most of the questions remain the same from previous surveys about 10 new questions are changed depending on issues or concerns of the day. Most of the new questions for the 2022 survey were related to the pandemic, crime, and sustainability investments. Peter Leatherman will also present results at an after-hours event at Fat Pants Brewing Monday May 9th at 4:30pm. The event is a collaboration between the City and Chamber of Commerce and is free of charge and open to the public. UNAPPROVED MINUTES CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY, APRIL 19, 2022 CITY CENTER 5:00 – 6:25 PM, HERITAGE ROOMS 6:30 – 7:00 PM, COUNCIL CHAMBER CITY COUNCIL: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey CITY STAFF: City Manager Rick Getschow, Police Chief Matthew Sackett, Fire Chief Scott Gerber, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Jay Lotthammer, Administrative Services/HR Director Alecia Rose, Communications Manager Joyce Lorenz, City Attorney Maggie Neuville, and Recorder Katie O’Connor GUEST SPEAKERS: HPC Staff Liaison Beth Novak-Krebs; Facilities Manager Rick Clark; Historical Society: Kathie Case, Tom Achartz, Kati Simons, Chris Honaas-Wildfang, Suzanne Berg, Paul Thorp, Kelley Regan, and Ann Higgins; HPC Members Robert Bowes, Devin Stanton Workshop - Heritage Rooms I and II (5:30) I. CITY HISTORICAL PROPERTY UPDATE Mayor Case noted the Council tries to engage with each Commission at a workshop at least once a year. Getschow noted there are Heritage Preservation Commission (HPC) members present. The first half will focus on a staff update of historic properties. Jay Lotthammer, Park and Recreation Director, stated Staff talk regularly about the current state of the historical properties and what the future plans are. Beth Novak-Krebs, Senior Planner and liaison to the HPC, added Staff talk about the building, maintenance, and the grounds. A project from 2020 was a facelift to the heritage sites photographs, maps, and descriptions on the City website. Some of the historic sites have had improvements in the last few years since the update provided to the Council in 2019. Narayanan inquired if the website also includes information on which properties are rented out. Novak-Krebs replied she is unsure this information is provided on the website. Novak-Krebs stated the Smith-Douglas More House recently remodeled their kitchen, added a walk-in cooler, added electric heaters outside, and added decorative fencing in the back. They will also replace the screen fencing around their mechanical equipment. The City is revitalizing the rain garden near the front entrance. The Cummins-Phipps-Grill House upper level has been restored, trim and facia have been repainted, and the roof, outhouse, and shed roof will be replaced in the fall. Case inquired about the total of the grant. Novak-Krebs replied the roof replacement grant was for the total cost of replacement at about $103,000. City Council Workshop Minutes April 19, 2022 Page 2 Novak-Krebs stated in 2020 the Dorenkemper House siding was replaced. In 2022 the exterior was repainted and the sign has been replaced. HPC has been discussing how to increase awareness and appreciation of the house. Case inquired what the ideas were. Novak- Krebs stated HPC discussed hosting some events and opening the house up for tours. The Harvest to Halloween event at Riley Jacques was very successful. Toomey inquired about electricity at the home. Novak-Krebs stated there is limited electricity. Case added he would task HPC with imagining what the house could be in the future and working towards that. He would like to know what the use could be and if it is worthwhile to add utilities. Freiberg inquired about the amount of electricity. Rick Clark, Facilities Manager, stated 100-amp service was added when they did some recent improvements. Getschow stated there have been discussions about the exploration of getting updated utilities. HPC is exploring the ideas and cost associated. Hosting events at the site could help gauge if people are willing to go to the site. Case added a market study would need to be conducted. The site has a unique potential as there are not many opportunities to sit on a patio overlooking a lake in Eden Prairie. Narayanan inquired if the interpretive signs at the historical sites have QR codes. Novak- Krebs replied no, but it is a good idea. Kathie Case, Historical Society President, stated there always was a restaurant at Lake Riley starting in the 1920s with Lantern’s Inn. People who went to the beach would often get food. At some point the Riley Jacques house will no longer be rented, and there is potential to make it into an Airbnb home. There could be a brewery or coffeehouse next door. All the artifacts in the Dorenkemper house are owned by the Historical Society. There is furniture and antique items from the Dorenkemper family. Every summer the safety camp takes place there, and there is usually interest from the kids to look in the house. The Historical Society could work with the camp counselors to provide tours to the kids. It could be interactive with a scavenger hunt. Case added another factor to consider is the home is not sprinkled. Getschow noted the estimate to bring utilities to the house and the funds to do so could happen quickly. The key piece of information would be the market study to determine use. Novak-Krebs stated City Staff have been working collaboratively with True Friends to make updates to Camp Edenwood and discuss future updates. The Lion’s Den siding, windows, doors, and ADA ramp was replaced in 2020. The Birchwood Cabin has planned updates this year. True Friends submitted an application for a Certificate of Appropriateness, and the public hearing is scheduled for May 3. They’re proposing to replace the roof, siding, doors, and soffit and facia. The City has discussed the possibility of repainting the exterior of the Riley-Jacques Barn as well as the house in 2022 or 2023. The City installed card access for the doors. There are also discussions about a new roof at the Riley house. Case inquired what the future plans are for the Riley house. Getschow noted it is a year-to-year lease. The City could do a market study but would also have discussions with the renter. City Council Workshop Minutes April 19, 2022 Page 3 Lotthammer stated the Staring Lake Outdoor Center floors have been sanded and refinished. Staff completed the animal junction building, installed new LED bulbs, replaced the storage shed, and replaced the furnace. The Flying Red Horse has been reviewed by HPC and the Parks, Recreation, and Natural Resources Commission (PRNRC). They will seek a bid for placing it in a public plaza to display near the light rail transit (LRT). They are optimistic it could be placed this year. Narayanan inquired how close it will be to LRT. Lotthammer responded if taking a left out of the Redstone parking lot towards Flying Cloud Drive. There is a small piece of land by the stoplight. LRT will be to the west of the Flying Red Horse. Toomey inquired if there will be a sign describing it. Lotthammer stated it will be elevated on a pedestal with an Eden Prairie sign and language describing its significance. II. EDEN PRAIRIE HISTORICAL SOCIETY Kathie Case, Historical Society President, thanked the Council and staff for their support. They have archived many of their historical records. Tom Achartz is the new curator. He has worked on the archives the last few years. They were busy during the pandemic with reorganizing the museum and their files. The Cummins-Phipps-Grill House has been restored and they look forward to hosting events. They will be partnering with People Reaching out to People (PROP) to host a vintage sale on May 6-7. They will also host their annual meeting there featuring Carol Kissner who has studied the Eden Prairie Cemetery. Achartz added he has been working on collective access (mncollections.org), the online archiving of what is used in the museum and houses. They have 4,000-8,000 items online. As the curator, he has been working on capturing more of the present. Kathie Case stated they continue to work on the oral histories project. They are working with the Preserve’s to host an event for their 50th anniversary. They are also working on an event for the old, consolidated school’s 100th anniversary in a few years. They continue to work on partnering with other nonprofits. She inquired about their Santa who works at the Cummins- Phipps-Grill House over the holidays. He chooses to not be immunized, and they worry about legal issues due to providing this service for kids at a City property. She called Eden Prairie Center and Southdale Mall to learn about their policies, and they are not requiring it. Neuville stated the Historical Society is free to contract with who they choose. Getschow added there has been interest at the Cummins-Phipps-Grill House for short films. Kathie Case replied there will be more filming happening in the future. Many of the Historical Society members plan to watch the short film “The Doll”. Open Podium - Council Chamber (6:30) III. OPEN PODIUM IV. ADJOURNMENT UNAPPROVED MINUTES EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, APRIL 19 2022 7:00 PM, CITY CENTER CITY COUNCIL Mayor Ron Case, Council Members Mark Freiberg, PG Narayanan, Kathy Nelson, and Lisa Toomey CITY STAFF City Manager Rick Getschow, Public Works Director Robert Ellis, Parks and Recreation Director Jay Lotthammer, Community Development Director Julie Klima, Police Chief Matt Sackett, Fire Chief Scott Gerber, and City Attorney Maggie Neuville I. CALL THE MEETING TO ORDER Mayor Case called the meeting to order at 7:00 PM. All Council Members were present. II. PLEDGE OF ALLEGIANCE III. OPEN PODIUM INVITATION IV. PROCLAMATIONS / PRESENTATIONS A. EDEN PRAIRIE POLICE DEPARTMENT JUVENILE DIVERSION PROGRAM AWARD Chief Matt Sackett stated the Minnesota Chiefs of Police Association (MCPA) Excellence in Innovation Award presented Eden Prairie for the Police Department’s Juvenile Diversion Program. He introduced Randy Thompson, Juvenile Diversion Coordinator, who implemented the program in 2006. Chief Sackett explained the program gives an alternative resolution after a crime rather than court. The outcome usually results in a fine or community service in lieu of incarceration. There have been over 1200 participants in the program, and the recidivism rate for the program is 12 percent, much lower than the 20 percent average teen recidivism rate for the Country. Case noted the program is great, and Mr. Thompson has served the City of Eden Prairie for many years in many roles. He thanked Mr. Thompson for his service to the City. CITY COUNCIL MINUTES April 19, 2022 Page 2 B. ACCEPT PARK BENCH DONATION FROM ELEANOR FINNE AND RECOGNIZE PLASTIC RECYCLING EFFORT (Resolution No. 2022-60) Lotthammer introduced Eleanor Finne who has worked toward her Girl Scout Gold Award. She has also donated a bike rack to the park system. Eleanor Finne explained she is currently working on her Girl Scout Gold Award and has been able to collect over 500 pounds of plastic bags which were sent to Trex as part of their Recycling Challenge Program. She collected, sorted, and handed in the bags. Ms. Finne has chosen to then donate this bench to the City to be placed in one of the City’s parks. She added her next project is community education on proper usage of plastics and setting up an ongoing recycling event. Case thanked Ms. Finne for her work. He asked if the park bench acknowledges Ms. Finne’s hard work. Lotthammer confirmed the park bench acknowledges Ms. Finne. Narayanan stated he recommends her next project focus on plastic straws. He thanked Ms. Finne for her efforts. MOTION: Narayanan moved, seconded by Nelson, to accept a donation of a park bench from Eleanor Finne. Motion carried 5-0. C. LEN SIMICH RECOGNITION – SOUTHWEST TRANSIT Getschow introduced Len Simich, Chief Executive Officer of Southwest Transit. Mr. Simich has served in the role for 25 years. Case noted the budget of Southwest Transit has a large budget which Mr. Simich has handled efficiently and basically served as a City Manager in a sense. Case read the proclamation in full honoring Len Simich and his service to the community. Mr. Simich thanked a number of individuals for their support throughout his career. Freiberg stated Mr. Simich will be difficult to replace and noted his staff hold him in very high regard. Nelson thanked Mr. Simich for his work allowing people to travel efficiently through the City. Narayanan added Mr. Simich has been a great leader of his staff. He noted Mr. Simich stepped up to help deliver food to students while schools were closed during the COVID-19 pandemic. Mr. Simich is truly an innovator and superior executor. Toomey noted her agreement that Mr. Simich has been a great asset to the community. CITY COUNCIL MINUTES April 19, 2022 Page 3 Case stated Mr. Simich’s life, leadership, and professionalism has made a large impact on the City. D. HENNEPIN COUNTY COMMISSIONERS CHRIS LATONDRESSE AND DEBBIE GOETTEL Getschow stated Eden Prairie is represented by two County Commissioners, Chris Latondresse and Debbie Goettel. He introduced the two to provide a presentation to the Council. Ms. Goettel explained she represents District 5 which includes two-thirds of Eden Prairie and Mr. Latondresse represents District 6 and the remaining one-third of Eden Prairie. She noted the County has commented often on the excellent communication skills of the City of Eden Prairie. Ms. Goettel stated the County is focusing on disparity reduction through education, employment, income, housing, transportation, justice, and health. She noted Minnesota has some of the greatest racial disparities in the Country and everyone has the responsibility to address the concern. Mr. Latondresse noted they are about to the two-year mark of COVID-19 and acknowledges the thousands of lives lost and the sacrifices of front-line workers throughout the pandemic. He stated about 75 percent of Hennepin County residents have received the COVID-19 vaccine. Mr. Latondresse explained the County has a number of American Rescue Plan Act investment areas they have funded through the $246 million received from the federal government. The public has shown a desire for both emergency programs and long-term programs. Mr. Latondresse stated the first focus of the funds is housing stability as one- third of Hennepin County households pay more than 30 percent of their income toward housing costs, which is considered a cost-burdened households. The gap of available affordable homes is widest for the lowest income households, which contributes to the rise in homelessness in the County. 116 households in Eden Prairie have access housing assistance funds. Mr. Latondresse stated the County has made a historic investment in long-term housing solutions. They are also transforming hotels which have previously been used for quarantine to long-term housing. Mr. Latondresse added the County has put effort into public safety and mental health. In 2019, six suburban cities partnered with Hennepin County for a new response to mental health emergency calls by embedding social workers into CITY COUNCIL MINUTES April 19, 2022 Page 4 local police departments. In 2022, 22 social workers across 23 police departments, 911 dispatch centers, and group homes serving 36 cities, including Eden Prairie, were added across the County. Ms. Goettel noted small businesses are the backbones of the community and have faced difficult times due to the pandemic. The County has provided $70 million to support small businesses. There has been $3 million through 286 grants distributed to Eden Prairie small businesses. Ms. Goettel explained the County has also expanded Elevate Business HC, which offers businesses free advising and other resources to help them recover from the pandemic and build for future growth. Up to 25 hours of one-on-one consultation with business advisors to provide practical business support including accounting, finance, legal, marketing, social media, web development, and human resources. Case added the City has collaborated with a number of entities to start a space at the High School this fall to support youth and adult entrepreneurship in the City. Toomey asked if the advisors through the program are volunteers. Ms. Goettel stated there are volunteers, but there are also a few paid positions thanks to grant dollars. She added there is a mentorship program available for retired individuals to volunteer with. Ms. Goettel stated the County has set a net zero by 2050 in carbon emissions through a Climate Action Plan, which has a great deal of support from Eden Prairie among other cities. Case noted Eden Prairie is the first City to join the County in the 2050 carbon neutrality pledge. Eden Prairie has a goal for every City vehicle to be electric by 2030, and the County has been looking at a similar initiative. Ms. Goettel stated more information such as infographics and charts are available online. Ms. Goettel added Hennepin County is the largest funder in supporting the Metropolitan Council for the construction of the Southwest Light Rail. She noted the City has continually supported the project. The current anticipated completion date is 2027. She showed a map depicting current and future transportation projects in Eden Prairie. Ms. Goettel offered support in the fielding of any community concerns regarding property value assessments. Case thanked Ms. Goettel and Mr. Latondresse for their work. Narayanan thanked Ms. Goettel and Mr. Latondresse for their work. He CITY COUNCIL MINUTES April 19, 2022 Page 5 pointed out Mr. Latondresse's comments about COVID-19. Narayanan asked if there are numbers about the number of COVID-19 first-responders in both Hennepin County and Eden Prairie because they should honor them somehow. Narayanan added the City has run into issues with the price of electric vehicles. For example, Southwest transit has looked into electric busses, but they are twice the price as a normal bus. There were no grants available to the City to offset the high costs. Narayanan explained any help in that area would be welcomed. Narayanan noted the importance of solar to climate change initiatives. Ms. Goettel stated Hennepin County has honored first-responders through recognition, time off, and financial compensation. Eden Prairie has a number of first-responders, but the County couldn’t provide details such as addresses of the first-responders. However, the City could reach out to local medical centers for more information. Narayanan clarified he would like a monument of sorts honoring the workers. Ms. Goettel stated many cities across the nation are doing a similar recognition, and the County could discuss such an option. Toomey noted the City is providing free art classes to first-responders. She thanked the County Commissioners for their presentation and efforts. V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS MOTION: Nelson moved, seconded by Freiberg, to approve the agenda as published. Motion carried 5-0. VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, APRIL 5, 2022 B. CITY COUNCIL MEETING HELD TUESDAY, APRIL 5, 2022 MOTION: Toomey moved, seconded by Narayanan, to approve the minutes of the Council workshop held Tuesday, April 5, 2022, and the City Council meeting held Tuesday, April 5, 2022, as published. Motion carried 5-0. VII. REPORTS OF ADVISORY BOARDS AND COMMISSIONS VIII. CONSENT CALENDAR A. CLERK’S LIST B. CHICK-FIL-A by Chick-Fil-A. Second Reading of Ordinance for Planned CITY COUNCIL MINUTES April 19, 2022 Page 6 Unit Development Review with waivers on 1.27 acres, Resolution for Site Plan Review on 1.27 acres (Ordinance No. 11-2022-PUD-6-2022 District Review, Resolution No. 2022-61 for Site Plan Review, Development Agreement) C. CODE AMENDMENT FOR LIGHTING by City of Eden Prairie. Second Reading of Ordinance to amend City Code Chapter 11 relating to site lighting (Ordinance No. 12-2022, Resolution No. 2022-62) D. APPROVE USE OF $62,423.26 IN CDBG-CV FUNDS FOR PROP E. APPROVE FIRST AMENDMENT TO LEASE AGREEMENT WITH INDEPENDENT SCHOOL DISTRICT NO. 272 IN CITY CENTER SPACE F. APPROVE AGREEMENT WITH XCEL ENERGY FOR EV CHARGING SYSTEM INFRASTRUCTURE PURCHASE AND INSTALLATION FOR CITY CENTER PARKING LOT G. APPROVE AGREEMENT WITH XCEL ENERGY FOR EV CHARGING SYSTEM INFRASTRUCTURE PURCHASE AND INSTALLATION FOR MAINTENANCE FACILITY PARKING LOT H. DIRECT STAFF TO NOT WAIVE MONETARY LIMITS ON MUNICIPAL TORT LIABILITY ESTABLISHED BY MINNESOTA STATUTES 466.04 I. APPROVE ENTERPRISE AGREEMENT AND RENEWAL OF MICROSOFT LICENSES PURCHASE THROUGH SHI J. APPROVE TREE REMOVAL AGREEMENT AND AGREEMENT REGARDING SPECIAL ASSESSMENTS K. APPROVE CONTRACT FOR PIONEER TR TRAIL REHAB AND STARING LAKE PARKING LOT PROJECT TO BITUMINOUS ROADWAYS, INC. L. AWARD CONTRACT FOR 2022 SURFACE SEAL PROJECT TO CORRECTIVE ASPHALT MATERIALS, LLC M. AWARD CONTRACT FOR CR 62 FENCE REPLACEMENT TO STERLING FENCE INC. N. APPROVE INSTITUTION COMMUNITY WORK CREW AGREEMENT CITY COUNCIL MINUTES April 19, 2022 Page 7 O. APPROVE GRANT AGREEMENT FOR WATERSHED OUTLET MONITORING PROGRAM WITH METROPOLITAN COUNCIL MOTION: Freiberg moved, seconded by Toomey, to approve Items A-O on the Consent Calendar. Motion carried 5-0. IX. PUBLIC HEARINGS / MEETINGS X. PAYMENT OF CLAIMS MOTION: Nelson moved, seconded by Narayanan, to approve the payment of claims as submitted. Motion was approved on a roll call vote, with Freiberg, Narayanan, Nelson, Toomey and Case voting “aye.” Nelson noted her appreciation of Staff’s clarity in providing payment information to the Council. Case added there are occasional audits for a more detailed work at finances. XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS, REQUESTS, AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS XV. OTHER BUSINESS XVI. ADJOURNMENT MOTION: Toomey moved, seconded by Nelson, to adjourn the meeting. Motion carried 5-0. Mayor Case adjourned the meeting at 7:50 p.m. Respectfully submitted, __________________________ Nicole Tingley, City Clerk CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Community Development/Planning Julie Klima/Project Planner ITEM DESCRIPTION: GTS Housing (Blue Stem North) ITEM NO.: VIII.A. Requested Action Move to: • Approve the Second Reading of an Ordinance for a Planned Unit Development District Review with waivers on 15.28 acres and a Zoning Change from Office to TOD-R on 5.79 acres and from Office to P/OS on 11.17 acres • Adopt a Resolution for a Site Plan Review on 15.28 acres • Adopt a Resolution for the Development Agreement for GTS Housing (Blue Stem North) • Adopt a Resolution for the Findings of Fact in Support of Parks Dedication Fees Synopsis This is the final approval for GTS Housing (Blue Stem North). The applicant is requesting approval to construct a 237-unit apartment building and a 188-unit apartment building at 6901 Flying Cloud Drive. The property is located at the corner of W. 70th Street and Flying Cloud Drive just west of the Golden Triangle LRT Station. The project includes the 1.68-acre parcel north of the LRT station. This parcel contains wetlands and wetland buffers, it is not buildable and is part of the plat but not the PUD. The project also includes the 15.28-acre parcel west of the LRT station. This parcel contains wetlands and wetland buffers on the east and south sides and has 5.79 acres of buildable area in the northwest corner. The wetlands and wetland buffers together on both parcels are 11.17 acres and these areas are proposed to be platted as outlots and deeded to the City to be preserved and protected as open space. The buildings or located in the northwest corner of the 15.28-acre project site. Building 1, on the north side of the property, is 4 and 5 stories and Building 2, located just south of Building 1 is 4, 5 and 6 stories. The buildings contain 1-bedroom, 2-bedroom, and 3-bedroom units. Both buildings have structured parking. The overall density of the project is 73 units per acre. The proposal includes pedestrian connections to the LRT station through existing and new trails and sidewalks. Background The City’s expectation is that the applicant pay cash park fees in lieu of dedicating land for park dedication. The project does not have any portion of land available for parkland. The areas outside of the developable portion of the site are wetlands that are protected by conservation easements that prohibit development. This project includes 425 residential units that are likely to generate a number of users of City parks, trails and sidewalks. At an average of 2.5 persons per unit, the number of residents could equal 1,062 persons that are expected to use the park system. The Project is directly connected to public trails providing access to parks and open spaces, further increasing the likelihood that residents of the Project will use the City’s trails, parks, and open spaces. The project includes connections to an existing paved trail and sidewalk system along Flying Cloud Drive and W. 70th Street. There is an existing paved trail on the east side of the Flying Cloud Drive from the project south to an off leash dog area and to the Nine Mile Creek Conservation Area. To improve pedestrian and bicycle access to the Golden Triangle LRT Station, the City’s Pedestrian and Bicycle Plan includes recommendations for sidewalk and shared use paved path improvements within the Golden Triangle. As one of the City’s largest employment centers, it is anticipated that there may be residents of this project that work in the Golden Triangle and walk or bike to work. There is an essential nexus between requiring the cash park fees for the Project and the City’s goal of providing a high-quality park system for all individuals who live or work in the City, including the large number of anticipated residents of the Project. The need for parkland created by the Project is roughly proportional to the cash park fee amount required by the City’s fee ordinance. The cash park fees may be used to expand the dog park on Flying Cloud Drive, to make future anticipated park improvement projects and to make pedestrian and bicycle improvements in the Golden Triangle. The Project will receive credit towards the cash park fee requirement for (i) cash park fees previously paid for the property in connection with a prior development; and (ii) the cost of constructing a nature trail through a portion of the property. The plans include a trail that extends from the buildings to the LRT station. The trail was originally shown on the plan as a pervious trail. In order to accommodate persons with mobility issues, the trail has been revised to a paved trail. The trail encroaches slightly into the wetland setback. The installation and maintenance of the trail in this area will be addressed in the encroachment agreement for Outlot A. The 120-day review period expires on May 18, 2022. Attachments 1. Ordinance for PUD and Rezoning 2. Ordinance Summary 3. Resolution for Site Plan Review 4. Resolution for Development Agreement Approval 5. Resolution for Park Dedication 6. Development Agreement GTS HOUSING (BLUE STEM NORTH) CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. -2022-PUD-_-2022 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE, MINNESOTA, REMOVING CERTAIN LAND FROM ONE ZONING DISTRICT AND PLACING IT IN ANOTHER, AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH DISTRICT, AMENDING THE DESIGNATION OF CERTAIN LAND WITHIN A ZONING DISTRICT, AND ADOPTING BY REFERENCE CITY CODE CHAPTER 1 AND SECTION 11.99 WHICH, AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Section 1. That the land which is the subject of this Ordinance (hereinafter, the “land”) is legally described in Exhibit A attached hereto and made a part hereof. Section 2. That action was duly initiated proposing that the land be removed from the OFC Zoning District and be placed in the TOD-R and Park Zoning Districts. Section 3. That action was duly initiated proposing that the designation of the land be amended within the TOD-R and Park Zoning Districts as -2022-PUD-_-2022 (hereinafter "PUD-_-2022”). Section 4. The City Council hereby makes the following findings: A. PUD-_-2022 is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-_-2022 is designed in such a manner to form a desirable and unified environment within its own boundaries. C. The exceptions to the standard requirements of Chapters 11 and 12 of the City Code that are contained in PUD-_-2022 are justified by the design of the development described therein. D. PUD-_-2022 is of sufficient size, composition, and arrangement that its construction, marketing, and operation are feasible as a complete unit without dependence upon any subsequent unit. Section 5. The proposal is hereby adopted and the land shall be, and hereby is removed from the OFC Zoning District and placed in the TOD-R and Park Zoning Districts respectively as noted in Exhibit A and shall be included hereafter in the Planned Unit Development PUD-_-2022 and the legal descriptions of land in each district referred to in City Code Section 11.03, subdivision 1, subparagraph B, shall be and are amended accordingly. Section 6. The land shall be subject to the terms and conditions of that certain Development Agreement dated as of May 3, 2022 entered into between EP GTS Housing Phase I LLC, and the City of Eden Prairie, (hereinafter “Development Agreement”). The Development Agreement contains the terms and conditions of PUD-_-2022, and are hereby made a part hereof. Section 7. City Code Chapter 1 entitled “General Provisions and Definitions Applicable to the Entire City Code Including Penalty for Violation” and Section 11.99 entitled “Violation a Misdemeanor” are hereby adopted in their entirety by reference, as though repeated verbatim herein. Section 8. This Ordinance shall become effective from and after its passage and publication. FIRST READ at a regular meeting of the City Council of the City of Eden Prairie on the 1st day of March 2022, and finally read and adopted and ordered published in summary form as attached hereto at a regular meeting of the City Council of said City on the 3rd day of May, 2022. ATTEST: __________________________________ ___________________________________ Nicole Tingley, City Clerk Ronald A. Case, Mayor PUBLISHED in the Sun Sailor on__________________, 2022. EXHIBIT A Rezone from Office to Transit Oriented Development – R (TOD-R) Legal Description Prior to Final Plat: • That part of Lot 1, Block 1, LIBERTY PLAZA according to the recorded plat thereof, Hennepin County, Minnesota, described as follows: Commencing at the northeast corner of said Lot 1; thence North 77 degrees 43 minutes 31 seconds West, assumed bearing along north line of said Lot 1, a distance of 150.05 feet to the point of beginning; thence South 11 degrees 14 minutes 26 seconds East, a distance of 62.59 feet; thence South 12 degrees 12 minutes 13 seconds West, a distance of 149.34 feet; thence South 80 degrees 35 minutes 45 seconds East, a distance of 50.97 feet; thence South 09 degrees 24 minutes 15 seconds West, a distance of 61.43 feet; thence North 77 degrees 43 minutes 47 seconds West, a distance of 243.15 feet; thence South 47 degrees 03 minutes 31 seconds West, a distance of 42.14 feet; thence North 56 degrees 56 minutes 54 seconds West, a distance of 34.01 feet; thence South 47 degrees 03 minutes 31 seconds West, a distance of 43.96 feet; thence South 26 degrees 49 minutes 37 seconds West, a distance of 76.42 feet; thence South 00 degrees 29 minutes 44 seconds East, a distance of 36.27 feet; thence South 10 degrees 56 minutes 50 seconds West, a distance of 143.29 feet; thence South 87 degrees 48 minutes 41 seconds West, a distance of 221.12 feet; thence North 20 degrees 25 minutes 29 seconds West, a distance of 106.29 feet; thence North 24 degrees 41 minutes 29 seconds West, a distance of 31.33 feet to the west line of said Lot 1; thence North 09 degrees 10 minutes 27 seconds East along said west line, a distance of 277.39 feet; thence northerly a distance of 50.73 feet along a tangential curve, concave to the east, having a radius of 3659.72 feet, a central angle of 00 degrees 47 minutes 39 seconds; thence northeasterly a distance of 194.02 feet along a non-tangential curve, concave to the northwest, having a radius of 1185.92 feet, a central angle of 09 degrees 22 minutes 25 seconds, a chord length of 193.80 feet and a chord that bears North 23 degrees 47 minutes 53 seconds East to the northwest corner of said Lot 1; thence South 77 degrees 43 minutes 31 seconds East, not tangential to last described curve and along the north line of said Lot 1, a distance of 521.84 feet to the point of beginning. Legal Description After Final Plat: • Lots 1 and 2, Golden Triangle TOD, according to the plat thereof, Hennepin County, Minnesota Rezone from Office to Park Legal Description Prior to Final Plat: • That part of Lot 1, Block 1 and Outlot A, LIBERTY PLAZA according to the recorded plat thereof, Hennepin County, Minnesota, described as follows: Beginning at the northeast corner of said Lot 1; thence North 77 degrees 43 minutes 31 seconds West, assumed bearing along north line of said Lot 1, a distance of 150.05 feet; thence South 11 degrees 14 minutes 26 seconds East, a distance of 62.59 feet; thence South 12 degrees 12 minutes 13 seconds West, a distance of 149.34 feet; thence South 80 degrees 35 minutes 45 seconds East, a distance of 50.97 feet; thence South 09 degrees 24 minutes 15 seconds West, a distance of 61.43 feet; thence North 77 degrees 43 minutes 47 seconds West, a distance of 243.15 feet; thence South 47 degrees 03 minutes 31 seconds West, a distance of 42.14 feet; thence North 56 degrees 56 minutes 54 seconds West, a distance of 34.01 feet; thence South 47 degrees 03 minutes 31 seconds West, a distance of 43.96 feet; thence South 26 degrees 49 minutes 37 seconds West, a distance of 76.42 feet; thence South 00 degrees 29 minutes 44 seconds East, a distance of 36.27 feet; thence South 10 degrees 56 minutes 50 seconds West, a distance of 143.29 feet; thence South 87 degrees 48 minutes 41 seconds West, a distance of 221.12 feet; thence North 20 degrees 25 minutes 29 seconds West, a distance of 106.29 feet; thence North 24 degrees 41 minutes 29 seconds West, a distance of 31.33 feet to the west line of said Lot 1; thence South 09 degrees 10 minutes 27 seconds West along said west line, a distance of 124.77 feet; thence South 29 degrees 29 minutes 08 seconds East along said west line, a distance of 64.03 feet; thence South 09 degrees 10 minutes 27 seconds West along said west line, a distance of 103.36 feet; thence North 86 degrees 29 minutes 18 seconds West along said west line, a distance of 17.82 feet; thence South 08 degrees 03 minutes 55 seconds East along said west line, a distance of 39.35 feet; thence South 49 degrees 28 minutes 56 seconds East along said west line, a distance of 44.99 feet to the south line of said Lot 1; thence North 89 degrees 06 minutes 03 seconds East along the south line of said Lot 1, a distance of 770.00 feet; thence easterly a distance of 96.04 feet along a tangential curve and said south line, concave to the north, having a radius of 300.00 feet and a central angle of 18 degrees 20 minutes 30 seconds; thence North 70 degrees 45 minutes 33 seconds East along said south line, a distance of 61.11 feet; thence easterly a distance of 23.33 feet along a tangential curve and said south line, concave to the south, having a radius of 560.00 feet and a central angle of 02 degrees 23 minutes 11 seconds; thence North 12 degrees 13 minutes 01 seconds West, not tangential to last described curve, a distance of 657.61 feet to the north line of said Outlot A; thence North 77 degrees 43 minutes 31 seconds West along the north line of said Outlot A, a distance of 35.29 feet to the northeast corner of said Lot 1 and the point of beginning. • That part of Outlot A, LIBERTY PLAZA according to the recorded plat thereof, Hennepin County, Minnesota, described as follows: Beginning at the northeast corner of said Outlot A; thence North 86 degrees 45 minutes 51 seconds West, assumed bearing along north line of said Outlot A, a distance of 280.09 feet; thence South 13 degrees 41 minutes 21 seconds East, a distance of 261.20 feet; thence North 77 degrees 47 minutes 12 seconds East, a distance of 8.00 feet; thence South 12 degrees 13 minutes 01 seconds East, a distance of 81.38 feet; thence North 77 degrees 46 minutes 59 seconds East, a distance of 171.98 feet; thence northeasterly a distance of 53.98 feet along a non-tangential curve, concave to the northwest, having a radius of 39.00 feet, a central angle of 79 degrees 18 minutes 21 seconds, a chord length of 49.77 feet and a chord that bears North 38 degrees 13 minutes 26 seconds East to the east line of said Outlot A; thence North 01 degrees 27 minutes 15 seconds West, not tangential to last described curve and along said east line, a distance of 240.40 feet to said northeast corner of Outlot A and the point of beginning. Legal Description After Final Plat: • Outlots A and B, Golden Triangle TOD, according to the plat thereof, Hennepin County, Minnesota Legal Description for PUD Area Legal Description Before PUD: • That part of Lot 1, Block 1, LIBERTY PLAZA according to the recorded plat thereof, Hennepin County, Minnesota, described as follows: Commencing at the northeast corner of said Lot 1; thence North 77 degrees 43 minutes 31 seconds West, assumed bearing along north line of said Lot 1, a distance of 150.05 feet to the point of beginning; thence South 11 degrees 14 minutes 26 seconds East, a distance of 62.59 feet; thence South 12 degrees 12 minutes 13 seconds West, a distance of 149.34 feet; thence South 80 degrees 35 minutes 45 seconds East, a distance of 50.97 feet; thence South 09 degrees 24 minutes 15 seconds West, a distance of 61.43 feet; thence North 77 degrees 43 minutes 47 seconds West, a distance of 243.15 feet; thence South 47 degrees 03 minutes 31 seconds West, a distance of 42.14 feet; thence North 56 degrees 56 minutes 54 seconds West, a distance of 34.01 feet; thence South 47 degrees 03 minutes 31 seconds West, a distance of 43.96 feet; thence South 26 degrees 49 minutes 37 seconds West, a distance of 76.42 feet; thence South 00 degrees 29 minutes 44 seconds East, a distance of 36.27 feet; thence South 10 degrees 56 minutes 50 seconds West, a distance of 143.29 feet; thence South 87 degrees 48 minutes 41 seconds West, a distance of 221.12 feet; thence North 20 degrees 25 minutes 29 seconds West, a distance of 106.29 feet; thence North 24 degrees 41 minutes 29 seconds West, a distance of 31.33 feet to the west line of said Lot 1; thence North 09 degrees 10 minutes 27 seconds East along said west line, a distance of 277.39 feet; thence northerly a distance of 50.73 feet along a tangential curve, concave to the east, having a radius of 3659.72 feet, a central angle of 00 degrees 47 minutes 39 seconds; thence northeasterly a distance of 194.02 feet along a non-tangential curve, concave to the northwest, having a radius of 1185.92 feet, a central angle of 09 degrees 22 minutes 25 seconds, a chord length of 193.80 feet and a chord that bears North 23 degrees 47 minutes 53 seconds East to the northwest corner of said Lot 1; thence South 77 degrees 43 minutes 31 seconds East, not tangential to last described curve and along the north line of said Lot 1, a distance of 521.84 feet to the point of beginning. • That part of Lot 1, Block 1 and Outlot A, LIBERTY PLAZA according to the recorded plat thereof, Hennepin County, Minnesota, described as follows: Beginning at the northeast corner of said Lot 1; thence North 77 degrees 43 minutes 31 seconds West, assumed bearing along north line of said Lot 1, a distance of 150.05 feet; thence South 11 degrees 14 minutes 26 seconds East, a distance of 62.59 feet; thence South 12 degrees 12 minutes 13 seconds West, a distance of 149.34 feet; thence South 80 degrees 35 minutes 45 seconds East, a distance of 50.97 feet; thence South 09 degrees 24 minutes 15 seconds West, a distance of 61.43 feet; thence North 77 degrees 43 minutes 47 seconds West, a distance of 243.15 feet; thence South 47 degrees 03 minutes 31 seconds West, a distance of 42.14 feet; thence North 56 degrees 56 minutes 54 seconds West, a distance of 34.01 feet; thence South 47 degrees 03 minutes 31 seconds West, a distance of 43.96 feet; thence South 26 degrees 49 minutes 37 seconds West, a distance of 76.42 feet; thence South 00 degrees 29 minutes 44 seconds East, a distance of 36.27 feet; thence South 10 degrees 56 minutes 50 seconds West, a distance of 143.29 feet; thence South 87 degrees 48 minutes 41 seconds West, a distance of 221.12 feet; thence North 20 degrees 25 minutes 29 seconds West, a distance of 106.29 feet; thence North 24 degrees 41 minutes 29 seconds West, a distance of 31.33 feet to the west line of said Lot 1; thence South 09 degrees 10 minutes 27 seconds West along said west line, a distance of 124.77 feet; thence South 29 degrees 29 minutes 08 seconds East along said west line, a distance of 64.03 feet; thence South 09 degrees 10 minutes 27 seconds West along said west line, a distance of 103.36 feet; thence North 86 degrees 29 minutes 18 seconds West along said west line, a distance of 17.82 feet; thence South 08 degrees 03 minutes 55 seconds East along said west line, a distance of 39.35 feet; thence South 49 degrees 28 minutes 56 seconds East along said west line, a distance of 44.99 feet to the south line of said Lot 1; thence North 89 degrees 06 minutes 03 seconds East along the south line of said Lot 1, a distance of 770.00 feet; thence easterly a distance of 96.04 feet along a tangential curve and said south line, concave to the north, having a radius of 300.00 feet and a central angle of 18 degrees 20 minutes 30 seconds; thence North 70 degrees 45 minutes 33 seconds East along said south line, a distance of 61.11 feet; thence easterly a distance of 23.33 feet along a tangential curve and said south line, concave to the south, having a radius of 560.00 feet and a central angle of 02 degrees 23 minutes 11 seconds; thence North 12 degrees 13 minutes 01 seconds West, not tangential to last described curve, a distance of 657.61 feet to the north line of said Outlot A; thence North 77 degrees 43 minutes 31 seconds West along the north line of said Outlot A, a distance of 35.29 feet to the northeast corner of said Lot 1 and the point of beginning. Legal Description After Final Plat: • Lots 1 and 2 and Outlot A. Golden Triangle TOD, according to the plat thereof, Hennepin County, Minnesota (Outlot B, Golden Triangle TOD is not part of the PUD) GTS HOUSING (BLUE STEM NORTH) CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA SUMMARY OF ORDINANCE NO. -2022-PUD-_-2022 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE, MINNESOTA, REMOVING CERTAIN LAND FROM ONE ZONING DISTRICT AND PLACING IT IN ANOTHER, AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH DISTRICT, AMENDING THE DESIGNATION OF CERTAIN LAND WITH A ZONING DISTRICT, AND ADOPTING BY REFERENCE CITY CODE CHAPTER 1 AND SECTION 11.99, WHICH, AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Summary: This ordinance allows rezoning of land located at 6901 Flying Cloud Drive from the OFC Zoning District to the TOD-R and Park Zoning Districts and amends the designation of that land into a Planned Unit Development District. Exhibit A, included with this Ordinance, gives the full legal description of this property. Effective Date: This Ordinance shall take effect upon publication. ATTEST: ___________________________ _____________________________ Nicole Tingley, City Clerk Ronald A. Case, Mayor PUBLISHED in the Sun Sailor on__________________, 2022. (A full copy of the text of this Ordinance is available from City Clerk.) CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2022-____ A RESOLUTION GRANTING SITE PLAN APPROVAL FOR GTS HOUSING (BLUE STEM NORTH) BY BY GRECO PROPERTIES, LLC WHEREAS, Greco Properties, LLC, has applied for Site Plan approval of GTS Housing (Blue Stem North) construct a 237-unit apartment building and a 188-unit apartment building; and WHEREAS, zoning approval for the GTS Housing (Blue Stem North) was granted by an Ordinance approved by the City Council on May 3, 2022; and WHEREAS, the Planning Commission reviewed said application at a public hearing at its January 10, 2022 meeting and recommended approval of said site plan; and WHEREAS, the City Council has reviewed said application at a public hearing at its March 1, 2022 meeting. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, that site plan approval is granted to GTS Housing (Blue Stem North), subject to the Development Agreement between EP GTS Housing Phase I LLC and the City of Eden Prairie, reviewed and approved by the City Council on May 3, 2022. ADOPTED by the City Council of the City of Eden Prairie this 3rd day of May, 2022. ____________________________________ Ronald A. Case, Mayor ATTEST: ___________________________ Nicole Tingley, City Clerk Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 1 DEVELOPMENT AGREEMENT GTS Housing North Phase I and GTS Housing South Phase II THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of __________, 2022, by EP GTS Housing Phase I LLC, a Delaware limited liability company, hereinafter referred to as “Developer,” its successors and assigns, and the CITY OF EDEN PRAIRIE, a municipal corporation, hereinafter referred to as “City”: WITNESSETH: WHEREAS, Developer has applied to City for Guide Plan Change from Transit Oriented Development (TOD) to Parks and Open Space on 11.17 acres, Planned Unit Development Concept Review on 15.28 acres, Planned Unit Development District Review with waivers on 15.28 acres, Zoning District Change from Office to Transit Oriented Development - Residential (TOD-R) Zoning District on 5.79 acres and Office to Park and Open Space Zoning District on 11.17 acres, Site Plan Review on 15.28 acres, and Preliminary Plat of 16.96 acres into 2 lots and 2 outlots (the “Applications”), for real property legally described on Exhibit A (the “Property”); WHEREAS, Developer proposes to construct on the Property two residential rental buildings containing a total of 425 rental units (the “Project”). The Project will be developed in two phases: the building constructed in the first phase will contain 49 affordable housing units, 12 inclusionary housing units, and 176 market-rate units, commonly known as GTS Housing North Phase I (“Phase I” or “Building 1”), and the building constructed in the second phase will contain 38 affordable housing units, 9 inclusionary housing units, and 141 market-rate units, commonly known as GTS Housing South Phase II (“Phase II” or “Building 2”). Phase I and Phase I are each hereinafter sometimes referred to as a “Phase” and collectively, as the Project. Building 1 and Building 2 are sometimes hereinafter referred to, collectively, as the “Buildings”; Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 2 WHEREAS, Developer has applied to the City’s Housing and Redevelopment Authority (“HRA”) for tax increment financing (“TIF”) assistance for the Project and the City and the HRA have determined to provide TIF assistance in the present value amount of $12,900,000; WHEREAS, Liberty Property Limited Partnership and City entered into that certain Development Agreement dated October 16, 2007, filed on November 14, 2007 in the Office of the Hennepin County Registrar of Titles as Document No. 4446150, amended by that certain First Amendment to the Development Agreement dated August 18, 2015, filed on August 27, 2015 in the Office of the Hennepin County Registrar of Titles as Document No. 5285951, pertaining to the Property (collectively referred to as the “Original Development Agreement”). NOW, THEREFORE, in consideration of the City adopting Resolution No.__________ for Guide Plan Change, Resolution No. __________ for Planned Unit Development Concept Review, Ordinance No. __________ for Planned Unit Development District Review and Zoning District Change from Office to TOD-R on 5.79 acres and Office to Park and Open Space on 11.17 acres, Resolution No. ____________ for Site Plan Review, Resolution No. __________ for Preliminary Plat, and City Resolution No. ___ and HRA Resolution No. ____ Approving TIF Assistance for the Project, Developer agrees to construct, develop and maintain the Property as follows: 1. PLANS: Developer must develop the Property in conformance with the materials revised and stamp dated ______________, reviewed and approved by the City Council on ____________, identified on Exhibit B (hereinafter the “Plans”), subject to such changes and modifications as provided herein. 2. EXHIBIT C: Developer agrees to the terms, covenants, agreements, and conditions set forth in Exhibit C. 3. CASH PARK FEES: The cash park fees for the market rate units for each Phase must be paid at the time of building permit for that Phase as required by City Code in effect as of the date of issuance of the building permit. The cash park fees for the Affordable Units and the Inclusionary Units for each Phase must be paid prior to the issuance of the certificate of occupancy for that Phase. The number of Affordable and Inclusionary Units for each Phase are detailed in paragraph 36 of this Agreement. The City will apply the following credits to Developer’s cash park fee obligation: a. A credit for cash park fees already paid for the Property in connection with a prior development in the amount of $21,350. This amount will be credited towards Developer’s payment of cash park fees for the market rate units for Phase I; and b. A credit in the amount of 85% of Developer’s actual costs incurred to construct the nature trail through Outlot A as shown on the Plans, not to exceed $143,220. This amount will be credited towards Developer’s payment of cash park fees for the Affordable and Inclusionary Units for Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 3 Phase I, provided that Developer has submitted to the City documentation of its actual costs incurred in constructing the trail. 4. CONTRACTOR PARKING: The Developer must provide contractor parking areas within the Project boundaries during site development, including grading, utility installation, and Project buildout. Contractor parking on adjacent public streets or trails is prohibited. Developer must submit a plan addressing contractor parking to the Engineering Division with the land alteration permit application for review and approval. 5. DECLARATION OF CROSS ACCESS, PARKING, AND UTILITY EASEMENT: Prior to release of the final plat for the Property, Developer must provide a Declaration of Cross Access, Parking, and Utility Easement (“Declaration of Easement”) over the private driveways, parking areas, and infrastructure located on the Property that provides cross access, shared parking, and utility access between Lots 1 and 2 of the Property. The form of the Declaration of Easement must be approved in writing by the City Engineer. This Declaration of Easement must address joint vehicle access, parking, and maintenance responsibilities over the private drives, parking areas, storm sewers, sanitary sewer, watermain and stormwater management facilities. All of these facilities will be privately owned and maintained by the Developer or owners. After approval by the City, Developer must file the Declaration of Easement with the Hennepin County Recorder or Registrar of Titles’ Office as provided in paragraph 42. Prior to the issuance of the first building permit for the Property, Developer must submit to the City Engineer proof that the Declaration Cross Access, Parking, and Utility Easement has been recorded in the Hennepin County Recorder and/or Registrar of Titles’ Office as appropriate. 6. CONVEYANCE OF LAND FOR WETLAND AND WETLAND BUFFER PRESERVATION AND MAINTENANCE: Prior to release of the final plat for the Property, Developer must tender a warranty deeds for proposed Outlots A and B (the “Deeds”) for review and written approval by the City Engineer for the purpose of preservation and maintenance of the wetlands and wetland buffers located on those outlots. Developer and City acknowledge that Outlot B is owned by Golden Triangle Station, LLC and will not be acquired by Developer. Developer must secure and deliver the properly executed warranty deed for Outlot B from Golden Triangle Station LLC for recording as provided in paragraph 42. After approval by the City, Developer must file the Deeds with the Hennepin County Recorder or Registrar of Titles’ Office as appropriate as provided in paragraph 42. Prior to the issuance of the first building permit for the Property, Developer must submit to the City Engineer proof that the Deed has been recorded in the Hennepin County Registrar of Titles' Office. 7. DEVELOPER’S RESPONSIBILITY FOR CODE VIOLATIONS: In the event of a violation of City Code relating to use of the Property and construction thereon or failure to Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 4 fulfill an obligation imposed upon the Developer pursuant to this Agreement, City will give 24 hours’ notice of such violation, or such longer period as determined by the City in its sole discretion given the nature of the violation, in order to allow a cure of such violation. The City need not issue a building or occupancy permit for construction or occupancy on the Property while such a violation is continuing, unless waived by City. The existence of a violation of City Code or the failure to perform or fulfill an obligation required by this Agreement will be determined solely and conclusively by the City Manager or his or her designee. 8. DEVELOPER’S RESPONSIBILITY FOR ITS CONTRACTORS: Developer will release, defend and indemnify City, its elected and appointed officials, employees and agents from and against any and all claims, demands, lawsuits, complaints, loss, costs (including reasonable attorneys’ fees), damages and injunctions relating to any acts, failures to act, errors, omissions of Developer or Developer's consultants, contractors, subcontractors, suppliers and agents. Developer will not be released from its responsibilities to release, defend and indemnify because of any inspection, review, or approval by City. 9. ELECTRIC VEHICLE CHARGING STATIONS: Developer has volunteered to provide and maintain a minimum of six (6) electric vehicle (EV) charging parking spaces with infrastructure in Building 1 and Building 2 as shown on the Plans, for a total of 12 spaces throughout the Project. Developer has agreed that two (2) of these spaces in Building 1 and Building 2 will have EV charging equipment fully installed and operational prior to issuance of a certificate of occupancy for the applicable Phase. The remaining four (4) spaces in each Phase will be reserved for EVs and equipped with 240-volt outlets that EV owners can plug into with their own charging equipment. This paragraph 9 is not subject to the enforcement provisions contained in this Agreement. 10. ENCROACHMENT AGREEMENT FOR OUTLOT A: Developer will construct and maintain the following encroachments on Outlot A, all as shown on the Plans: (i) an emergency access drive on the south side of Building 2; (ii) sections of trail that are 6 to 8 feet in width; and (iii) lighting (the “Outlot A Encroachments”). Prior to release of the final plat, the Developer must provide to the City Engineer an Encroachment Agreement in the form attached as Exhibit D for the Outlot A Encroachments (the “Encroachment Agreement”). After approval by the City Engineer, Developer must file the Encroachment Agreement with the Hennepin County Recorder/Registrar of Titles, as appropriate, as provided in paragraph 42. 11. ENCROACHMENT AGREEMENT FOR CONSTRUCTION ACTIVITIES: Developer will need to over excavate or install tie-backs for foundation work and soil corrections for the buildings. It is anticipated that these encroachments may extend into the City’s drainage and utility easements, Outlot A, and/or City right-of-way. Should such encroachments be necessary and prior to any work on the encroachments, Developer must submit to the City Engineer for approval an encroachment agreement addressing the Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 5 encroachments. Upon the City Engineer’s approval and execution by the City, Developer must file the encroachment agreement with the Hennepin County Recorder/Registrar of Titles as appropriate, as provided in paragraph 42. 12. ENDANGERED, THREATENED AND RARE SPECIES REVIEW: According to the United States Fish and Wildlife Service (2021) there are two federally listed species that may occur within or near the Property. The two federally listed species include the federally threatened northern long-eared bat and the federally endangered rusty patched bumble bee. The northern long-eared bat is also considered a special concern species at the state level. Based on these species potentially occurring within the Property, the Developer must implement the following avoidance and minimization measures: tree clearing must be conducted during the northern long-eared bat inactive season (November 1 to March 31). If tree removal during the active season (April 1 to October 31) is unavoidable, a habitat assessment must be performed and provided to the City for approval prior to tree clearing. Developer must implement a rusty patched bumble bee best management practices plan to avoid or minimize impacts to the rusty patched bumble bee. Developer must minimize activities during the rusty patched bumble bee nesting and foraging periods. Developer must post rusty patched bumble bee factsheets in construction trailers and minimize the use of insecticides and herbicides within the Property. 13. EXTERIOR MATERIALS: As part of the building permit application materials for each Phase, Developer must submit to the City Planner, and receive the City Planner’s written approval of a plan depicting exterior materials and colors to be used on the buildings on the Property consistent with the Exhibit B Plans. Prior to issuance of any occupancy permit for each Phase, Developer must complete implementation of the approved exterior materials and colors plan . 14. FINAL PLAT: The final plat of the Property must be recorded with the Hennepin County Recorder and/or Registrar of Titles’ Office, as applicable, within 90 days of approval by the City Council or within 2 years of approval of the preliminary plat, whichever occurs first. If the final plat is not filed within the specified time, the City Council may, upon ten days written notice to the Developer, consider a resolution revoking the approval. 15. GRADING, DRAINAGE, AND STORMWATER POLLUTION PREVENTION PLANS: A. FINAL GRADING AND DRAINAGE PLAN: Developer agrees that the grading and drainage plan contained in the Plans is conceptual. Prior to the release of a land alteration permit for the Property, Developer must submit and obtain the City Engineer's written approval of a final grading and drainage plan for the Property. The final grading and drainage plan must be prepared and properly signed by a currently licensed Professional Civil Engineer hired by the Developer. The final Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 6 grading and drainage plan must include: 1. Wetland information, including wetland boundaries, wetland buffer strips and wetland buffer monument locations; 2. “Stormwater Facilities” as that term is defined in City Code Section 11.55, Subd. 2, including all stationary, temporary, and permanent stormwater BMPs designed, constructed and operated to prevent or reduce the discharge of pollutants in stormwater as well as structures built to collect, convey or store stormwater (“Stormwater Facilities”); and 3. Any other items required with the land alteration permit application and/or by the City Engineer for release of the permit. B. LAND ALTERATION PERMIT: Developer must submit the following with all land alteration, grading and/or filling permit applications as described below and in accordance with City Code: 1. Design calculations for storm water quality, rate, 100-year high water level (HWL), and volume, together with a drainage area map; 2. Logs for geotechnical borings and/or infiltration tests within the footprint of all proposed permanent stormwater management BMPs. Geotechnical borings must extend to a minimum depth of five (5) feet below the proposed bottom of the BMP. If the infiltration rates indicated by the geotechnical borings and/or infiltration tests are more restrictive than the assumptions made in the Stormwater Management Report, the design of the permanent stormwater management BMPs must be amended accordingly, and an updated Stormwater Management Report must be provided. 3. Financial security in the form of a bond, cash escrow, or letter of credit, equal to 125% of the cost of the improvements to be made pursuant to the permit, in a format approved by the City and as required by City Code Section 11.55, Subd. 11 (the “Land Alteration Security”). 4. At the request of the City Engineer, a maintenance and monitoring plan must be submitted for all privately owned Stormwater Facilities to ensure they continue to function as designed in perpetuity, pursuant to and in accordance with City Code Section 11.55, Subd. 7 (“Maintenance and Monitoring Plan”). The Maintenance and Monitoring Plan must include, at a minimum: a) The party(s) responsible for maintenance; b) Access plans for inspections, monitoring and/or maintenance; c) Planting plan (if applicable); d) Routine and non-routine inspection procedures; e) Frequency of inspections; Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 7 f) Sweeping frequency for all parking and road surfaces (if applicable); g) Plans for restoration or repairs (including reduced infiltration when applicable); h) Performance standards; and i) Corrective actions that will be taken if the stormwater facility(s) does not meet performance specifications. 5. Documentation establishing that any Stormwater Facilities constructed and installed under a structure are designed in conformance with the standards outlined in the Minnesota Stormwater Manual published by the Minnesota Pollution Control Agency (the “Minnesota Stormwater Manual”). The underground system must be kept off-line until construction is complete; 6. Erosion and sedimentation control plan; 7. Copy of the Stormwater Pollution Prevention Plan (“SWPPP”) if required by the Minnesota Pollution Control Agency Construction Stormwater Permit; and 8. Infiltration Practices: All proposed practices, measures and methods must be in accordance with the Minnesota Stormwater Manual. For land alteration permit applications for projects that incorporate infiltration practices as part of the Stormwater Facility, this includes but is not limited to: a) Construction management practices that will be used to ensure the infiltration system(s) will be protected during construction and functional after completion of construction; b) Erosion control measures that will be used to delineate and protect the infiltration system(s) during construction; c) Proposed infiltration volumes in cubic feet and rates in inches per hour; d) Methods that will be used for field verification of infiltration for stormwater infiltration systems; e) Methods that will be used to assure that infiltration is restored, if needed; f) Locations for material storage establishing that materials will not be stockpiled or stored within the proposed infiltration area(s); g) Vehicular access and parking routes (must not be allowed within the infiltration area(s)); h) Construction techniques that will be used to protect the infiltration capacity by limiting soil compaction the greatest extent possible, including use of erosion control fencing to delineate the infiltration area and use of low-impact earth moving equipment; and i) Strategies and corrective measures to address non-infiltrating soils found within the footprint of the proposed BMP(s) during construction. C. STORMWATER FACILITY MONITORING DURING CONSTRUCTION: The Developer must employ the licensed Professional Engineer who prepared the Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 8 final grading plan or another licensed professional qualified to perform the work (to be approved in writing by the City Engineer) to complete the following: 1. Monitor the construction of Stormwater Facilities and temporary BMPs for conformance to the approved final grading plan, the Minnesota Storm Water Manual, and the SWPPP, as applicable. 2. Enter all inspection, monitoring, and maintenance activities and/or reports regarding site construction and land alteration permit requirements into the City’s web-based erosion and sediment control permit tracking program (currently PermiTrack ESC). Inspections must be conducted at least bi-weekly between April 1 and October 31 and after precipitation events exceeding 0.5 inches. D. STORMWATER FACILITY MAINTENANCE: Stormwater Facilities must be maintained by the Developer during construction and for a minimum of two (2) full growing seasons after City confirmation of completion of the Stormwater Facilities as determined by the City Engineer. Repairs completed during this time must be done in accordance with the land alteration permit and City Code Section 11.55, Subd. 7. Repairs to privately owned and maintained Stormwater Facilities must be done in accordance with the Maintenance and Monitoring Plan. If the Stormwater Facilities are not functioning as designed at the end of the minimum 2-year period, the City Engineer may extend the Developer’s maintenance responsibility or require further repairs. Once the minimum 2-year period has been reached or the City has determined that the Stormwater Facilities conform to the design criteria established in the land alteration permit and the SWPPP, whichever is longer, the then-current owner of the Property will be responsible for all future inspections and maintenance of the Stormwater Facilities in accordance with City Code Section 11.55, Subd. 7. If there is a drainage easement present over the Stormwater Facility(s), the easement holder will be responsible for inspections and maintenance. Pervious surfaces must be stabilized with seed and mulch, or sod and all impervious surfaces must be completed prior to final grading and planting of the stormwater infiltration systems. E. LAND ALTERATION PERMIT FINANCIAL SECURITY: Prior to release of the Land Alteration Security, Developer must complete implementation of the approved SWPPP. Any remaining Land Alteration Security must be released to the person who deposited the Land Alteration Security upon determination by the City that the requirements of City Code Section 11.55 and the conditions of the land alteration permit have been satisfactorily performed, in accordance with Section 11.55, subd. 13. Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 9 16. GREEN ROOFS: Developer will be incorporating green roof areas into the rooftop plazas on Building 1 and Building 2, as shown on the Plans. The Developer will be solely responsible for the installation and long-term maintenance of the green roofs. 17. IRRIGATION PLAN: If irrigation is installed on the Property, Developer must submit to the City Planner and receive the City Planner’s written approval of a plan for irrigation of the landscaped areas on the Property. The irrigation plan must be designed so that water is not directed on or over public trails and sidewalks. Developer must complete implementation of the approved irrigation plan in accordance with the terms and conditions of Exhibit C. 18. LANDSCAPE PLAN: Prior to issuance of a land alteration permit, the Developer must submit to the City Planner and receive the City Planner’s written approval of an executed landscape agreement for the applicable Phase and a final landscape plan for the applicable Phase. The approved landscape plan must be consistent with the quantity, type, and size of all plant materials shown on the landscape plan on the Exhibit B Plans and including all proposed trees, shrubs, perennials, and grasses. Prior to land alteration permit issuance, Developer must also submit to the City Planner and receive the City Planner's written approval of a security in the form of a cash escrow or letter of credit equal to 150% of the cost of the tree and landscape improvements including all proposed trees, shrubs, perennials, and grasses as depicted on the landscape plan for the applicable Phase on the Exhibit B Plans (the “Landscape Security”). Developer may provide separate Landscape Securities for each Phase. The installation must conform to the approved landscape plan including but not limited to the size, species and location as depicted on the Exhibit B Plans. Any changes proposed to the landscape plan or landscaping installed on the Property, including but not limited to removal and relocation, must be reviewed and approved by the City Planner prior to implementing such changes. Developer must complete implementation of the approved landscape plan as depicted on the Exhibit B Plans and in accordance with the terms and conditions of Exhibit C of this Agreement. The Landscape Security for each phase will be released in accordance with the terms of the landscape agreement and with paragraph 19 of this Agreement regarding mechanical equipment screening. 19. MECHANICAL EQUIPMENT SCREENING: Developer must screen all mechanical equipment on the Property. For purposes of this paragraph, “mechanical equipment” includes gas meters, electrical conduits, water meters, and standard heating, ventilating, and air-conditioning units. Financial security to guarantee construction of such screening with each Phase is included with the Landscape Security as described in paragraph 18, in accordance with City Code requirements. Developer must complete construction of mechanical equipment screening prior to issuance of any occupancy permit for the applicable Phase. Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 10 If, after completion of construction of the mechanical equipment screening, it is determined by the City Planner, in his or her sole discretion, that the constructed screening does not meet City Code requirements to screen mechanical equipment from public streets and differing, adjacent land uses, then the City Planner will notify Developer and Developer must take corrective action to reconstruct the mechanical equipment screening in order to cure the deficiencies identified by the City Planner. Developer agrees that the City will not release the Landscape Security until Developer completes all such corrective measures. 20. OTHER AGENCY APPROVALS: The Developer must submit copies of all necessary approvals issued by other agencies for the project to the City Engineer. These submittals are required prior to issuance by the City of the corresponding City permit(s). The agencies issuing such approvals include, but are not necessarily limited to the following: the Minnesota Pollution Control Agency, Metropolitan Council Environmental Services, Nine Mile Creek Watershed District, the Minnesota Department of Health, Metropolitan Council, the Minnesota Department of Transportation, Hennepin County. The City Planner may determine that conditions of approval required by the Nine Mile Creek Watershed District require changes to the City approvals granted with this Agreement which may entail additional City review, including public hearing(s) for recommendation by the Planning Commission and approval by the City Council. Developer consents to such additional review as determined by the City Planner and agrees to an extension pursuant to Minn. Stat. Section 15.99 of an additional 60 days for the additional review. 21. PERFORMANCE STANDARDS: Developer agrees that the Property will be operated in a manner meeting all applicable noise, vibration, dust and dirt, smoke, odor and glare laws and regulations. Developer further agrees that the facility upon the Property will be operated so noise, vibration, dust and dirt, smoke, odor and glare do not go beyond the Property boundary lines. 22. PUD WAIVERS GRANTED: The City hereby grants the following waivers to City Code requirements within the TOD Zoning District through the Planned Unit Development District Review for the Property and incorporates said waivers as part of PUD (list PUD number): A. Building Setback City Code requires a maximum front setback of 20 feet in the TOD-R Zoning District. Due to the angle of Building 1, the front setback along Flying Cloud Drive ranges from 10 feet at the north end to 43 feet at the south end. The first 35 feet of the west façade from the north corner complies with the setback as the setback ranges from 10 feet to 20 feet. The remaining 95 feet of the west façade to the south end has setbacks ranging from just over 20 feet to 45 feet. The waiver allows the setback along the 95-foot long portion of Building 1 fronting on Flying Cloud Drive to exceed the front setback from 20 to 45 feet as shown on Exhibit B. Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 11 B. Commercial Uses on First Floor City Code requires a small amount of commercial uses (first floor retail, service and restaurants) to support the day to day needs of the residents in the TOD Zoning District. The waiver eliminates the commercial-use requirement and, as a result, provides for a design that accommodates the parking inside an enclosed structure, in compliance with City Code. C. Ground Floor Transparency City Code requires a minimum of 40% ground floor transparency for street facades. The waiver allows no ground floor transparency for Building 2 along the Flying Cloud Drive frontage. D. Class I Materials Only on the Ground Level. In the TOD Zoning Districts, only Class 1 building material may be used on the ground level. The waiver allows Class II material and a small amount of Class I material on portions of the parking structure at ground level. E. Structure Setback for Wetlands City Code requires a structure setback of 25 feet from the wetland buffer areas for high quality wetlands (the wetland mitigation sites located on Outlots A and B) and 15 feet from the wetland buffers for the remaining moderate-quality wetland buffers located on Outlots A and B. Structure setback areas may include landscaping and permeable nature trails. The following waivers are approved: • For Wetland 01-34-A, a structure setback reduction from 15 feet to 2 feet at the north retaining wall and from 15 feet to 5 feet at the west retaining wall. • For Wetland 01-34-A, a structure setback reduction from 25 feet to 6 feet at the southeast corner of Building 2, from 25 feet to 6 feet from the W. 70th Street trail, and from 25 feet to 2 feet along the fire access road south of Building 2. • For Wetland 1-34-H, a structure setback reduction from 25 feet to 5 feet for the pickle ball court, and from 25 feet to 1 foot adjacent to the paved portion of the fire lane on the east side of Building 1. • For Wetland 01-34-F, a structure setback reduction from 15 feet to 6 feet at the wall of Building 2 and from 15 feet to 6 feet at the existing W. 70th street trail. The waivers provide additional usable area for the Buildings, drive aisles, trails, and site amenities and structures on a site that includes significant wetland areas. 23. ORIGINAL DEVELOPMENT AGREEMENT: This Agreement supersedes and replaces the terms of the Original Development Agreement as applied to the Property. 24. REMOVAL OF EXISTING BUILDING FOUNDATION AND SEWER AND WATER SERVICES: Prior to issuance by the City of any permit for grading or building on the Property, Developer must submit to the Chief Building Official and obtain the Chief Building Official's written approval of plans for demolition and removal of the existing Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 12 building foundation and sewer and water services on the Property that will not be utilized for the proposed Project. 25. REMOVAL OF BOARDWALK AND LOOP TRAIL: Prior to the issuance of the first Certificate of Occupancy, Developer must remove the existing boardwalk across the wetland and the loop trail north of W. 70th Street as shown on the Plans. Prior to commencing the removal of the boardwalk and trail, the Developer must obtain approval from the Nine Mile Creek Watershed District and submit a copy of the approval to the City. 26. RETAINING WALLS: Prior to issuance by the City of any permit for grading or building on the Property, Developer must obtain a building permit for retaining wall construction from the City for any retaining walls greater than four feet in height for the applicable Phase. Retaining walls must not be constructed in a drainage or utility easement area. The retaining wall plans submitted with the permit application must include details with respect to the height, type of materials, and method of construction to be used for the retaining walls. Developer must construct the retaining wall in accordance with the terms of the permit and terms and conditions of Exhibit C, attached hereto, prior to issuance of any occupancy permit for the applicable Phase. All maintenance and repair of all retaining walls on the Property are the responsibility of the Developer, its successors and assigns. 27. SIDEWALK AND TRAIL CONSTRUCTION Prior to issuance by City of any building permit for the Property, Developer must submit to the City Engineer and obtain written approval of detailed plans for all sidewalks and trails to be constructed on the Property. The plans for the trail connection to the LRT station must also be submitted to and approved by the Metropolitan Council. The sidewalks and trails must be constructed in the locations shown on the Exhibit B Plans. 28. SIGNS: For each sign which requires a permit under Eden Prairie City Code Section 11.70, Developer must obtain a sign permit from the City. The application must include a complete description of the sign and a sketch showing the size, location, the manner of construction, and other such information as necessary to inform the City of the kind, size, material construction, and location of any such sign in accordance with the requirements of City Code, Section 11.70, Subdivision 5. 29. SITE LIGHTING: All pole lighting must consist of downcast cut-off fixtures. Pole lighting must not exceed 25 feet in height. Developer must complete implementation of the lighting plan in Exhibit B prior to issuance of any occupancy permit for the applicable Phase. 30. SUSTAINABILITY FEATURES: The Developer shall provide sustainable components Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 13 as provided in the Exhibit B Plans. Unless otherwise provided in this Agreement, Developer’s obligation to provide such sustainable components may be enforced by the City under the terms and conditions of this Agreement. 31. TRASH, RECYCLING, AND ORGANICS: Developer agrees that all trash, recycling, and organic waste bins or receptacles will at all times be located inside the Buildings. 32. UTILITY EASEMENTS: Developer agrees that prior to approval of the final plat for the Property, Developer must dedicate drainage and utility easements to the City on the final plat as shown on the Plans. 33. VACATION OF DRAINAGE AND UTILITY EASEMENTS: The existing drainage and utility (“D&U”) easements as shown on the existing plat for the Property (Liberty Plaza) must be vacated and new D&U easements granted on the new final plat for the Property, as shown on the Plans. With the exception of a small portion of existing D&U easement located in the center of the site, the location of the new D&U easements will be identical to the location of the existing easements. Because the D&U easement locations are not changing, the City will not require Developer to provide written consent to the vacation from utility companies with infrastructure in the existing D&U easements. Prior to the issuance of land alteration permit, building permit for Phase I, or release of the final plat for the Property (whichever occurs first), the City Council must have adopted a resolution vacating existing drainage and utility easements as presented in the Plans. 34. PUBLIC ART: The Exhibit B plans include potential areas for public art as follows: along the parking garage façade, the retaining wall facing the wetlands/LRT station and various locations near the wetlands. In collaboration with the City, Developer will provide for the installation of public art on the Project in one or more of these locations. Developer and City shall work together to solicit proposals, evaluate the proposals, and select the art and timing of installation. The Developer’s obligations to pay for public art required hereunder shall not exceed and aggregate total of $35,000.00 for the total cost of the artwork installed at the Project (which includes design, engineering, and landscaping for the public art). Developer will be responsible for maintaining the public art. 35. SALT AND SNOW STORAGE: Salt storage is not allowed on the Property unless the Property owner and any agents, tenants, or contractors employ best management practices to minimize the discharge of polluted runoff from salt storage and: 1. The designated salt storage area is indoors; 2. The designated salt storage area is located on an impervious surface and is located downgradient from any Stormwater Facilities; and 3. Practices to reduce exposure when transferring material in designated salt storage areas (sweeping, diversions, and/or containment) are implemented. Salt applicators must possess current Smart Salting Level 1 and Level 2 Certification from the Minnesota Pollution Control Agency. The certified individual(s) are responsible for Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 14 the application of appropriate deicing material at the proper amount and rate. Snow must not be stored in any required parking or stormwater treatment areas. If the Property does not provide adequate snow storage areas, the Developer and/or owner must remove the snow from the Property. 36. AFFORDABLE UNITS AND INCLUSIONARY HOUSING UNITS – TIF. Developer and the HRA are parties to a Tax Increment Financing Agreement dated ___________ (“TIF Agreement”). As described in the TIF Agreement, during the 26-year period of the TIF Agreement, Developer must provide Affordable and Inclusionary housing units in the Project and provide annual reporting to the City. Developer’s failure to provide the Affordable and Inclusionary Units as follows will constitute a default under this Agreement subject to all the rights and remedies of the City as provided in this Agreement. Developer’s obligations as to Affordable and Inclusionary Units are as follows (capitalized terms and section and exhibit references in the following paragraphs of this paragraph 36 are as used in the TIF Agreement): (A) Affordable Units. (1) Phase I: At least 49 of the residential units in the Project Phase I must be Affordable Units and must be occupied or available for occupancy by persons whose incomes do not exceed 50% of AMI. The Affordable Units must include a minimum of 11 studio units, 19 one-bedroom units, 15 two-bedroom units and 4 three-bedroom units. This Affordable Unit requirement must be satisfied through the AMI Extended Termination Date for all the Affordable Units. The obligation of Developer to provide the Affordable Units through the AMI Extended Termination Date as set forth in this Section 3.4(1)(A) will survive and remain in full force and effect beyond the Termination Date through the AMI Extended Termination Date. (2) Phase II: At least 38 of the residential units in the Project Phase II must be Affordable Units and must be occupied or available for occupancy by persons whose incomes do not exceed 50% of AMI. The Affordable Units must include a minimum of 8 studio units, 15 one-bedroom units, 11 two-bedroom units and 4 three-bedroom units. This Affordable Unit requirement must be satisfied through the AMI Extended Termination Date for all the Affordable Units. The obligation of Developer to provide the Affordable Units through the AMI Extended Termination Date as set forth in this Section 3.4(2)(A) will survive and remain in full force and effect beyond the Termination Date through the AMI Extended Termination Date. (B) Inclusionary Units. (1) Phase I: A minimum of 12 units in the Project Phase I must remain affordable in perpetuity as Inclusionary Units to households whose annual income is at 80% or less of AMI. The Inclusionary Units must include 3 studio units, 5 one-bedroom Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 15 units, 3 two-bedroom units and 1 three-bedroom unit, and are subject, including rents and incomes, to review and approval by the City. The Inclusionary Units are further subject to the requirements of Eden Prairie City Code § 13.03. The obligation of Developer to provide Inclusionary Units as set forth in this Agreement, including in this Section 3.4(1)(B), will survive and remain in full force and effect after expiration, cancellation, termination, or rescission of this Agreement pursuant to its terms or by either party. (2) Phase II: A minimum of 9 units in the Project Phase II must remain affordable in perpetuity as Inclusionary Units to households whose annual income is at 80% or less of AMI. The Inclusionary Units must include 2 studio units, 3 one-bedroom units, 3 two-bedroom units and 1 three-bedroom unit, and are subject, including rents and incomes, to review and approval by the City. The Inclusionary Units are further subject to the requirements of Eden Prairie City Code § 13.03. The obligation of Developer to provide Inclusionary Units as set forth in this Agreement, including in this Section 3.4(1)(B), will survive and remain in full force and effect after expiration, cancellation, termination, or rescission of this Agreement pursuant to its terms or by either party. (C) Rent Restrictions. Borrower must restrict rents and incomes in the Project for the Affordable Units and the Inclusionary Units to amounts not exceeding the Multifamily Rent and Income Limits set by the United States Department of Housing and Urban Development (“HUD”) and promulgated by the Minnesota Housing Finance Agency (“MHFA”) (or, if MHFA no longer promulgates such data, then by a similar resource that promulgates the HUD data), as adjusted for family size, as the same may be updated from time-to-time. Attached hereto as Exhibit D are the Multifamily Rent and Income Limits in effect as of the date of this Agreement. The parties further agree that subject to the provisions of the Tax Increment Act and Section 142(d) of the Internal Revenue Code, the Developer is not obligated to extend any allowances to tenants for utilities or otherwise, and will be permitted to charge and collect from tenants gross maximum rents. (D) Income Increase. Developer shall comply with the requirements of 26 U.S.C. Section 142(d)(3) and the regulations promulgated thereunder, as the same may be amended from time to time, with respect to income increase of a tenant during the term of the tenancy. Reporting Requirements - Affordable Units. (A) Compliance Certificate. On or before each January 1 and July 1 during the period that either TIF Note is outstanding, commencing on July 1, 2024 for TIF Note Phase I and on July 1, 2025 for TIF Note Phase II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA an Affordable Unit Compliance Certificate in substantially the form shown on Exhibit E-1 attached hereto with respect to Development Property Phase I and the form shown on Exhibit E-2 attached hereto with respect to Development Property Phase II, executed by the Developer covering the preceding six (6) months together with written evidence satisfactory to the HRA of compliance with the covenants in Section 3.4(1)(A) and (C). This evidence must include a statement of the Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 16 household income of each qualifying renter, a written determination that each qualifying renter’s household income fell within the qualifying limits of this Section (and Section 142(d) of the Internal Revenue Code), and a certification that the income documentation is correct and accurate (and that the determination of qualification was made in compliance with Section 142(d) of the Internal Revenue Code). The HRA may review, upon request, all documentation supporting the Developer’s submissions and statements. In determining compliance with this Section, the Developer must use the AMI for the year in which the payment is due on the TIF Note. (B) Rent Roll. On or before each January 1 during the period that the either TIF Note is outstanding, commencing on January 1, 2025 for TIF Note Phase I and on January 1, 2025 for TIF Note Phase II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA a Rent Roll Certificate for each Development Property for the Affordable Units as described in Section 3.4(1)(A) (“Affordable Unit Rent Roll”), in substantially the form shown on Exhibit F attached hereto, executed by the Developer covering the preceding twelve (12) months. Reporting Requirements - Inclusionary Units. (A) Compliance Certificate. On or before each January 1 of each year, commencing on July 1, 2025 for Development Property Phase I and on July 1, 2025 for Development Property II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA an Inclusionary Unit Compliance Certificate for the Development Property in substantially the form shown on Exhibit G-1 attached hereto with respect to Development Property Phase I and the form shown on Exhibit G-2 attached hereto with respect to Development Property Phase II, executed by the Developer covering the preceding twelve (12) months together with written evidence satisfactory to the HRA of compliance with the covenants in Section 3.4(1)(B) and (C). This evidence must include a statement of the household income of each qualifying renter, a written determination that each qualifying renter’s household income fell within the qualifying limits of this Section (and Section 142(d) of the Internal Revenue Code), and a certification that the income documentation is correct and accurate (and that the determination of qualification was made in compliance with Section 142(d) of the Internal Revenue Code). The HRA may review, upon request, all documentation supporting the Developer’s submissions and statements. In determining compliance with this Section, the Developer must use the AMI for the year in which the payment is due on the TIF Note. (B) Rent Roll. On or before each January 1 commencing on January 1, 2025, for Development Property Phase I and on January 1, 2025 for Development Property Phase II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA an Inclusionary Unit Rent Roll Certificate for the Inclusionary Units as described in Section 3.4(1)(B) (“Inclusionary Unit Rent Roll”), in substantially the form shown on Exhibit H attached hereto, executed by the Developer covering the preceding twelve (12) months together with a written certificate reasonably satisfactory to the HRA that Developer is in compliance with the covenants in Section 3.4(1)(B) and (C). The Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 17 Inclusionary Unit Rent Roll must set forth (i) the rent for each Inclusionary Unit and (ii) for each Inclusionary Unit, the rent for a comparable market rate unit. The HRA will review the Inclusionary Unit Rent Roll and will approve any proposed Inclusionary Unit Rent Roll, provided such rents are not in excess of the rent limits in Section 3.4(1)(C). Any Inclusionary Unit Rent Roll submitted by the Developer will be considered approved unless disapproved by the HRA within sixty (60) days after submission. The HRA must provide written reasons if any Inclusionary Unit Rent Roll is disapproved. The Developer will have sixty (60) days following receipt of any notice of disapproval to cure any objections the HRA has made in its notice of disapproval and to submit a revised Inclusionary Unit Rent Roll to the HRA for review and approval as provided in this Section. The Developer’s failure to obtain the HRA’s approval of a revised Inclusionary Unit Rent Roll during such sixty (60) day cure period will constitute a default by Developer. On or before each January 1 and July 1 during the period that a TIF Note is outstanding for the applicable Development Property, commencing on July 1, 2025 for TIF Note Phase I and on July 1, 2025 for TIF Note Phase II, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA an Income Certification from each tenant leasing an Affordable Unit or an Inclusionary Unit, such certification to be in substantially the form shown on Exhibit I attached hereto, executed by the tenant covering the preceding six (6) months for an Affordable Unit and the preceding twelve (12) months for an Inclusionary Unit. 37. WETLAND PLAN: Prior to release of a land alteration permit for any portion of the Property, Developer must submit to the Water Resources Coordinator and receive the Water Resources Coordinator’s approval of a “Wetland Plan” as that term is defined in City Code § 11.51, Subd. 3. The approved Wetland Plan must be consistent with the materials and requirements shown on the Plans and as required by City Code. The Wetland Plan must include the following elements. A. Wetland Delineation and Wetland Buffer Strip Evaluation: Developer must submit to the City a Wetland Buffer Strip Evaluation Report (“Buffer Report”) and Wetland Delineation Report in accordance with the Wetland Plan and City Code requirements. If the Delineation or Buffer Reports identify any unacceptable vegetation or other conditions, the wetland and/or wetland buffer strip must be graded, treated, reseeded and/or replanted (“Wetland Landscaping”) by the Developer within 90 days of submission of the Buffer Report or within 90 days after receipt of a wetland permit for wetland alteration. If the Wetland Plan is submitted after September 30th, the Wetland Landscaping must be completed by June 30th of the following year. If Wetland Landscaping is required, the Developer must submit a signed statement by a qualified wetland consultant, as determined by the Water Resources Coordinator, stating that the wetland and/or wetland buffer strip vegetation complies with all City requirements within 30 days of completion of the Wetland Landscaping. Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 18 B. Annual Wetland and Wetland Buffer Strip Evaluation: Developer must submit a signed contract with a qualified wetland consultant, as determined by the Water Resources Coordinator, for preparation of an Annual Wetland and Wetland Buffer Strip Evaluation Report (“Annual Buffer Report”) that evaluates the condition of the wetland(s) and wetland buffer strip(s) and to determine if they are in compliance with all City requirements. The Annual Buffer Report must provide both an action plan and proposed cost for correction of all problems identified within the wetland(s) and/or wetland buffer strip(s). The first Annual Buffer Report must be submitted no later than November 1 of the calendar year in which construction of the wetland and/or wetland buffer strip is commenced. Thereafter, this report must be submitted by November 1 annually until two full growing seasons following completion of the Project have passed, at which point a final Annual Buffer Report must be submitted. The final Annual Buffer Report must evaluate the wetland(s) and wetland buffer strip(s) to determine if the wetland(s) and/or wetland buffer strip(s) remain in compliance with all City requirements. If any unacceptable conditions or vegetation are identified within any Annual Buffer Report, the Developer must correct the area(s) identified within 90 days of submission of the Annual Buffer Report. C. Conservation Easement: Developer must submit a Conservation Easement in the form attached as Exhibit E, for review and written approval by the Water Resources Coordinator, for the wetland, wetland buffer, and wetland replacement area(s) delineated on the Plans. Locations for all nature trails must be included on the Conservation Easement plans. After approval by the City, Developer must file the Conservation Easement with the Hennepin County Recorder and/or Registrar of Titles’ Office as appropriate as provided in paragraph 42. Prior to the issuance of the first building permit for the Property, Developer must submit to the Water Resources Coordinator proof that the Conservation Easement has been recorded in the Hennepin County Recorder and/or Registrar of Titles’ Office as appropriate. D. Wetland Buffer Strip Monuments: The Wetland Plan must include a plan to install all wetland buffer strip monuments for the applicable Phase prior to release of the first building permit for the applicable Phase. The Wetland Security referred to in paragraph E below must include the cost for location, including surveying, and installation of the monuments. Wetland buffer strip monument locations must be shown on the final grading plan and final plat. The monument must consist of a post and a wetland buffer strip sign. The post must be a 1.12 to 2.0 pounds per foot (1.12 pounds per foot is preferred) green steel channel post or other material pre-approved in writing by the Water Resources Coordinator. The post must be a Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 19 minimum of 2.25 inches wide and 6 feet 6 inches long (2.25” x 6.5’). The sign must have a minimum size of 3 inches by 8 inches (3” x 8”). The sign must be mounted flush with the top of the post and must include the statement “Conservation Easement: No Mowing Allowed - Wetlands and buffers filter pollutants, reduce flooding and provide habitat.” The signs must also include both the City and Nine Mile Creek Watershed District logos and website addresses. The post must be mounted to a height of four feet above grade and set at least 2.5 feet in the ground. Removal of the wetland buffer strip monuments is prohibited. E. Wetland Security: Developer must furnish to the Water Resources Coordinator and receive the Water Resources Coordinator’s approval of a Wetland Plan performance bond, cash escrow, or letter of credit in a format approved by the Water Resources Coordinator or other guarantee acceptable to the Water Resources Coordinator equal to 150% of the cost, as estimated by the Water Resources Coordinator, of completing the Wetland Plan requirements and/or Wetland Landscaping. The Wetland Security must cover costs associated with the Wetland Plan during development and for two full growing seasons following completion of the development. If the Developer fails to implement the Wetland Plan in accordance with its terms, the City may draw upon the Wetland Security in whole or in part to pay the cost of implementation. 38. MORTGAGEE CONSENT. For any mortgage lien recorded against the Property prior to recording this Agreement, Developer must deliver to the City a consent and subordination in the form attached hereto as Exhibit F. 40. NOTICE. Required notices to the City or Developer shall be in writing and shall be either personally delivered to the receiving party, its employees or agents, or mailed to the receiving party by certified mail at the following addresses: CITY: DEVELOPER: 8080 Mitchel Road, 607 North Washington Ave. Eden Prairie, MN 55344 Suite 100 Minneapolis, MN 55401 If GTS Phase I Property LLC is no longer the owner of the Property, notices to Developer will be sent to the owner of the Property at the taxpayer address on file with Hennepin County. 41. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 42. ANTICIPATED RECORDING ORDER. The parties agree that the documents Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 20 contemplated for recording with the Hennepin County Recorder/Registrar of Titles under this Agreement are anticipated to be recorded in the following order, prior to any new mortgage on the Property: 1. Certified Copy of Resolution Vacating Easements (Paragraph 33) 2. Final Plat 3. Conservation Easement (Paragraph 37) 4. Warranty Deed from Developer to City for Outlot A (Paragraph 6) 5. Warranty Deed from Golden Triangle Station LLC to City for Outlot B (Paragraph 6) 6. Development Agreement (Exhibit C, Paragraph XIX) 7. TIF Development Agreement (Paragraph 36) 8. Assessment Agreement (see TIF Agreement) 9. Declaration of Cross Access, Parking, and Utility Easement (Paragraph 5) 10. Encroachment Agreement for Outlot A (Paragraph 10) 11. Encroachment Agreement for Construction Activities (Paragraph 11) The City reserves the right to revise this order in the City’s closing instructions letter as deemed necessary by the City in its sole discretion. [SIGNATURE PAGES TO FOLLOW.] Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 21 IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. CITY OF EDEN PRAIRIE By___________________________ Ronald A. Case Its Mayor By____________________________ Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2022, by Ronald A. Case and Rick Getschow, respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. _______________________ Notary Public Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 22 EP GTS Housing Phase I LLC By ________________________________ Its ________________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2022, by _______________________________________, the , EP GTS Housing Phase I LLC, a Delaware limited liability company, on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: CITY OF EDEN PRAIRIE 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 23 EXHIBIT A DEVELOPMENT AGREEMENT Legal Description Before Final Plat Lot 1, Block 1, and Outlot A, Liberty Plaza, except that part which lies northeasterly of Line 2 described below and also lies Southwesterly and Southeasterly of Line 4 described below. Line 2: Commencing at the Northeast corner of said Outlot A; thence Westerly on an azimuth of 273 degrees 14 minutes 16 seconds along the North line of said Outlot A, a distance of 341.50 feet to an angle point in the North line of said Outlot A; thence on an azimuth of 282 degrees 16 minutes 45 seconds along said North line of Outlot A, a distance of 6.01 feet to the point of beginning of line 2 to be described; thence on an azimuth of 167 degrees 46 minutes 59 seconds 657.56 feet to the South line of said Lot 1, Block 1, Liberty Plaza, and there terminating. Line 4: Commencing at the Northeast corner of said Outlot A; thence Westerly on an azimuth of 273 degrees 14 minutes 16 seconds along the North line of said Outlot A, a distance of 280.09 feet to the point of beginning of Line 4 to be described; thence on an azimuth of 166 degrees 18 minutes 39 seconds 261.20 feet; thence on an azimuth of 77 degrees 47 minutes 12 seconds 8.00 feet; thence on an azimuth of 167 degrees 46 minutes 59 seconds 81.38 feet; thence on an azimuth of 77 degrees 46 minutes 59 seconds 171.98 feet; thence Northeasterly 53.98 feet on a non-tangential curve, concave to the Northwest, having a radius of 39.00 feet, a delta angle of 79 degrees 18 minutes 21 seconds and a chord azimuth of 38 degrees 13 minutes 26 seconds to the East line of said Outlot A and there terminating. Hennepin County, Minnesota Torrens Property Legal Description After Final Plat Lots 1 and 2 and Outlots A and B, Golden Triangle TOD, according to the recorded plat thereof, Hennepin County, Minnesota Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 24 EXHIBIT B DEVELOPMENT AGREEMENT Exhibit B Project Narrative dated 1/3/22 by Greco Cover Sheet dated 2/17/22 by Westwood Professional Services, Inc. ALTA/NSPS Land Title Survey dated 7/28/21 by Westwood Professional Services, Inc. Existing Conditions and Removals Plan dated 2/17/22 by Westwood Professional Services, Inc. Significant Tree Inventory dated 2/17/22 by Westwood Professional Services, Inc. Preliminary Plat dated 2/17/22 by Westwood Professional Services, Inc. Civil Site Plan dated 2/17/22 by Westwood Professional Services, Inc. Grading Plan dated 2/17/22 by Westwood Professional Services, Inc. Cut-Fill Plan dated 2/17/22 by Westwood Professional Services, Inc. Erosion Control Plan dated 2/17/22 by Westwood Professional Services, Inc. Sanitary and Water Plan dated 2/17/22 by Westwood Professional Services, Inc. Stormwater Plan dated 2/17/22 by Westwood Professional Services, Inc. Details dated 2/17/22 by Westwood Professional Services, Inc. Details dated 2/17/22 by Westwood Professional Services, Inc. Wetland Buffer Requirements dated 2/17/22 by Westwood Professional Services, Inc. Proposed Wetland Buffer Plan dated 2/17/22 by Westwood Professional Services, Inc. City Wetland Buffer Structure Setback Plan dated 2/17/22 by Westwood Professional Services, Inc. Conservation Easement Plan dated 2/17/22 by Westwood Professional Services, Inc. Exterior Renderings dated 1/31/22 by BKV Group Exterior Renderings dated 1/31/22 by BKV Group Site Rendering dated 2/17/22 by BKV Group Lighting Plan dated 2/17/22 by Pulse Overall Site Landscape Plan dated 1/31/22 by BKV Group Site Planting Plan North dated 1/31/22 by BKV Group Site Planting Plan South dated 1/31/22 by BKV Group Landscape Details dated 1/31/22 by BKV Group Building 1 – Floor Plans dated 1/31/22 by BKV Group Building 2 – Floor Plans dated 1/31/22 by BKV Group Building 1 – Materials and 3D Views dated 1/31/22 by BKV Group Building 1 – Elevations dated 1/31/22 by BKV Group Building 2 – Materials and 3D Views dated 1/31/22 by BKV Group Building 2 – Elevations dated 1/31/22 by BKV Group Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 25 EXHIBIT C DEVELOPMENT AGREEMENT I Prior to release of any building permit, Developer shall submit to the City Engineer for approval two copies of a development plan (1" =100' scale) showing the following for the applicable Phase: existing and proposed contours, proposed streets, and lot arrangements and size, minimum floor elevations on each lot, preliminary alignment and grades for sanitary sewer, water main, and storm sewer, 100-year flood plain contours, ponding areas, tributary areas to catch basins, arrows showing direction of storm water flow on all lots, location of walks, trails, and any property deeded to the City. II. Developer shall submit detailed construction and storm sewer plans to the Watershed District for review and approval. Developer shall follow all rules and recommendations of said Watershed District. III. Except as otherwise provided in paragraph 3, Developer shall pay cash park fees as to all of the Property required by City Code in effect as of the date of the issuance of each building permit on the Property. IV. If Developer fails to proceed in accordance with this Agreement within twenty-four (24) months of the date hereof, Developer, for itself, its successors, and assigns, shall not oppose the City’s reconsideration and rescission of any Rezoning, Site Plan review and/or Guide Plan review approved in connection with this Agreement, thus restoring the status of the Property before the Development Agreement and all approvals listed above were approved. V. Provisions of this Agreement shall be binding upon and enforceable against the Property and the Developer, its successors and assigns of the Property. VI. The Developer hereby irrevocably nominates, constitutes, and appoints and designates the City as its attorney-in-fact for the sole purpose and right to amend Exhibit A hereto to identify the legal description of the Property after platting thereof. VII. Developer represents that it has marketable fee title to the Property, subject to matters of record. With respect to any interest in all portions of the Property which Developer is required, pursuant to this Agreement, to dedicate or convey to the City (the “Dedicated Property”), Developer represents and warrants as follows now and at the time of dedication or conveyance: A. That Developer has marketable fee title free and clear of all mortgages, liens, and other encumbrances, except for such matters of record. Prior to final plat approval, Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 26 Developer shall provide to the City a current title insurance policy insuring such a condition of title. B. That Developer has not used, employed, deposited, stored, disposed of, placed or otherwise allowed to come in or on the Dedicated Property, any hazardous substance, hazardous waste, pollutant, or contaminant, including, but not limited to, those defined in or pursuant to 42 U.S.C. § 9601, et. seq., or Minn. Stat., Sec. 115B.01, et. seq. (such substances, wastes, pollutants, and contaminants hereafter referred to as "Hazardous Substances"); C. That Developer has not allowed any other person to use, employ, deposit, store, dispose of, place or otherwise have, in or on the Property, any Hazardous Substances. D. That, to Developer’s knowledge, no previous owner, operator or possessor of the Property deposited, stored, disposed of, placed or otherwise allowed in or on the Property any hazardous substances. Developer agrees to indemnify, defend and hold harmless City, its successors and assigns, against any and all loss, costs, damage and expense, including reasonable attorneys fees and costs that the City incurs because of the breach of any of the above representations or warranties and/or resulting from or due to the release or threatened release of Hazardous Substances which were, or are claimed or alleged to have been, used, employed, deposited, stored, disposed of, placed, or otherwise located or allowed to be located, in or on the Dedicated Property by Developer, its employees, agents, contractors or representatives. VIII. Developer acknowledges that Developer is familiar with the requirements of Chapter 11, Zoning, and Chapter 12, Subdivision Regulations, of the City Code and other applicable City ordinances affecting the development of the Property. Developer agrees to develop the Property in accordance with the requirements of all applicable City Code requirements and City Ordinances. IX. Prior to release of the final plat, Developer shall pay to the City fees for the first three (3) years’ street lighting on the public streets adjacent to the Property (including installation costs, if any, as determined by the electrical power provider), engineering review, and street signs. X. Developer shall submit detailed water main, fire protection, and emergency vehicle access plans to the Fire Marshal for review and approval for each Phase. Developer shall follow all the recommendations of the Fire Marshal. XI. Developer acknowledges that the rights of City performance of obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, City may be without an adequate remedy at law. Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 27 Developer agrees, therefore, that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein, City may, at its option, institute and prosecute an action to specifically enforce such covenant, withhold building permits or rescind or revoke any approvals granted by the City. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of anyone or more remedies shall not constitute a waiver of any other remedy. XII. Developer shall, prior to the commencement of any improvements, provide written notice to Comcast of the development contemplated by this Development Agreement. Notice shall be sent to Comcast Cable, 14404 Excelsior Blvd., Minnetonka, Minnesota 55305 or CenturyLink, 14200 Wayzata Blvd. Ste F., Minnetonka, MN 55305. XIII. Prior to building permit issuance for a Phase, all fees associated with the building permit for that Phase shall be paid to the Inspections Department, including; Building permit fee, plan check fee, State surcharge, metro system access charge (SAC), City SAC and City water access charge (WAC), and park dedication, for the applicable Phase. Contact Metropolitan Waste Control to determine the number of SAC units. XIV. Prior to building permit issuance for a Phase, and except as otherwise authorized in the approved Plans, existing structures, wells and septic systems (if present) shall be properly abandoned or removed as required by City ordinance and all permits obtained through the Inspections Department. XV. Prior to building permit issuance for a Phase, provide two copies of an approved survey or site plan (1" = 200 scale) showing proposed building location and all proposed streets, with approved street names, lot arrangements and property lines for the applicable Phase. XVI. The City shall not issue any building permit for the construction of any building, structure, or improvement on the Property with respect to a Phase until all requirements listed in this Exhibit C have been satisfactorily addressed by Developer with respect to the applicable Phase. XVII. No failure of the City to comply with any term, condition, covenant or agreement herein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the City. XVIII. Prior to issuance of the first building permit for the Property, Developer shall permanently demarcate the location of the boundary of the conservation easement on each lot property line or corner with permanent four-foot tall posts. A 2 ½ by 6 inch sign or decal reading “Scenic/Conservation Easement Boundary, City of Eden Prairie”, will be affixed to the top of the post. Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 28 XIX. Within 10 days of the approval of the Development Agreement, the Developer shall record the Development Agreement at the County Recorder and / or Registrar of Titles. The final plat shall not be released until proof of filing of the Development Agreement is submitted to the City. XX. The City is hereby granted the option, but not the obligation, to complete or cause completion in whole or part of all of the Developer’s obligations under this Agreement for which a bond, letter of credit, cash deposit or other security (hereinafter referred to as the “Security”) is required if the Developer defaults with respect to any term or condition in this Agreement for which Security is required and fails to cure such default(s) within ten (10) days after receipt of written notice thereof from the City; provided however if the nature of the cure is such that it is not possible to complete the cure within ten (10) days, it shall be sufficient if the Developer has initiated and is diligently pursuing such cure. The Developer acknowledges that the City does not assume any obligations or duties of the Developer with respect to any such contract agreements unless the City shall agree in writing to do so. The City may draw down on or make a claim against the Security, as appropriate, upon five (5) business days notice to the Developer, for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the obligations for which Security is required are not completed at least thirty (30) days prior to the expiration of the Security and if the Security has not then been renewed, replaced or otherwise extended beyond the expiration date, the City may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the City for all costs and expenses, including reasonable attorneys’ fee, incurred by the City in enforcing this Agreement. XXI. The Developer hereby grants the City, it’s agents, employees, officers and contractors a license to enter the Property to perform all work and inspections deemed appropriate by the City in conjunction with this Agreement. XXII. This Agreement is a contract agreement between the City and the Developer. No provision of this Agreement inures to the benefit of any third person, including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any person not a party hereto. XXIII. Except as specifically authorized by the Director of Public Works, no permit shall be issued for the Property until the Developer has recorded the final plat with Hennepin County Recorder's Office/Registrar of Titles' Office. XVII. Developer shall pay upon demand to the City all costs incurred by the City in conjunction with the Applications. These costs include internal City administrative, planning and, engineering costs and consulting costs, including but not limited to legal, engineering, Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 29 planning and financial, in review, investigation, administering and processing the Applications and implementation of the approvals granted by the City. Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 30 EXHIBIT D DEVELOPMENT AGREEMENT ENCROACHMENT AGREEMENT FOR PRIVATE USE OF PUBLIC PROPERTY This Encroachment Agreement For Private Use of Public Property (hereinafter “Encroachment Agreement”) is made this ____ day of ______________, 2022, between the CITY OF EDEN PRAIRIE, Minnesota, a municipal corporation (the “City”), and GTS Housing Phase I LLC, a Delaware limited liability company (the “Owner”). RECITALS: A. The Owner is the fee owner of property located in the City of Eden Prairie, Minnesota, legally described as follows: Lots 1 and 2, Golden Triangle TOD, Hennepin County, Minnesota (“Owner’s Property”); B. The City is the fee owner of property abutting Owner’s Property, legally described as follows: Outlot A, Golden Triangle TOD, Hennepin County, Minnesota. (“Outlot A”); C. Owner and City have entered into that certain Development Agreement dated ________________, 2022 (hereinafter “Development Agreement”) to be constructed on Owner’s Property. D. Owner desires to construct, install, and maintain an emergency access drive on the south side of Building 2 providing access from W. 70th Street to Owner’s Property (the “Emergency Access Drive”). The location of the Emergency Access Drive and associated infrastructure is depicted on the Plans attached hereto as Exhibit A (hereinafter the “Plans”); E. Owner further desires to construct, install, and maintain a 6’ wide pervious trail, an 8’ wide pervious trail, a short segment of impervious trail, and associated lighting within Outlot A for the benefit of the future residents of Owner’s Property (the “Trails and Lighting”), the location of which Trails and Lighting is also depicted on the Plans; Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 31 F. The Emergency Access Drive and the Trails and Lighting will be collectively referred to in this Agreement as the “Improvements”; and G. The Development Agreement requires this Encroachment Agreement for the Improvements. H. City is willing to permit the Improvements as depicted on the Plans, subject to the terms and conditions of this Agreement. AGREEMENT In consideration of the foregoing and the mutual covenants herein, the parties agree as follows: 1. The recitals set forth above are incorporated herein. 2. PUBLIC PROPERTY. The Owner acknowledges that the Improvements encroach on Outlot A, which is public property. 3. IMPROVEMENTS. City grants Owner the right to and Owner hereby assumes the responsibility to maintain, repair, replace and re-construct the Improvements, including but not limited to the Trails and Lighting and the Emergency Access Drive all in accordance with all applicable laws and regulations (collectively referred to as “Maintenance”) in the locations identified on the Plans and subject to the terms set forth below in paragraph 4. The City retains the right to manage Outlot A as provided in state statutes and City Code. The City also retains the right to approve the Maintenance and direct the Owner to correct any deficiencies in the Maintenance. 4. MAINTENANCE. The Owner shall perform, as and when necessary, and pay the cost for, such maintenance of the Improvements as may be reasonably necessary to maintain the Improvements in good and aesthetic condition and repair. 5. INDEMNITY. The Owner shall indemnify, defend and hold the City and its employees, contractors, agents, representatives, elected and appointed officials, and attorneys harmless from any and all claims, damages, losses, costs and expenses, including reasonable attorneys’ fees, arising from, based on, or related to the encroachment of the Improvements on Outlot A, including, but not limited to, any claim asserted against the City as a result of the installation, placement, building erection, maintenance, occupation or use of the Improvements and/or failure of the Owner to maintain the Improvements in such a condition as to prevent against injury to persons or property. 6. INSURANCE. Owner shall maintain a public liability insurance policy with respect to the Improvements, naming City as an additional insured, which provides coverage for damage to the property of others or injury or death to persons. Such coverage shall be on an occurrence basis and shall include contractual liability coverage with respect to the indemnity obligation in Paragraph 5 above. Said policy shall contain a clause which provides the insurer will Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 32 not change, non-renew, or materially change the policy without first providing the City thirty (30) days prior written notice. The Owner shall provide the City with a Certificate of Insurance for such coverage that specifically details the conditions in Paragraphs 5 and 6 of this Agreement. 7. WAIVER OF CLAIMS. The Owner acknowledges the City’s ownership of Outlot A and knowingly and voluntarily waives and releases any and all claims against the City arising from, based on, or related to Owner’s being permitted to maintain the encroachment of the Improvements on Outlot A as permitted by this Agreement, including but not limited to claims of abandonment, diminution in value, takings and contractual claims arising out of this Agreement, except any claims which are the result of the sole negligence or willful misconduct of the City or its employees or agents. The Owner acknowledges being represented by legal counsel in connection with this Agreement, and that the Owner has read and understands the terms of this Agreement. 8. CONDITION OF PUBLIC PROPERTY. The Owner acknowledges the City has made no representations or warranties regarding the condition of Outlot A or its suitability for the uses permitted by this Agreement. 9. NO VESTED RIGHTS. This Agreement shall not constitute or be construed as creating or establishing any vested right of the Owner to the area encroached upon. 10. Owner hereby agrees to the following additional conditions: A. The Improvements shall be located as depicted in the Plans. B. The design of the Improvements is subject to the terms of the Development Agreement. C. Owner must secure from City all required municipal permits prior to any construction within Outlot A. D. Drainage from Owner’s Property and all adjacent properties shall at no time be impeded or blocked due to the Improvements. E. The Improvements and all work completed in relation thereto must be in accordance with the City’s current standards and ordinances and other applicable laws and/or regulations. 11. BINDING EFFECT. Except as hereinafter provided, this Agreement shall run with the land and bind and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 12. ENTIRE AGREEMENT. This Agreement contains all the terms and conditions relating to the Improvements and replaces any oral agreements or other negotiations between the parties. No modifications of this Agreement shall be valid until they have been placed in writing and signed by all parties hereto. Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 33 13. RECORDING. The Owner shall cause this Agreement to be filed for record with the Hennepin County Recorder/Registrar of Title (as applicable) within 30 days of its execution by the Owner and the City. Evidence of filing shall be provided to the City within 30 days thereafter. 14. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. [SIGNATURE PAGES TO FOLLOW.] Development Agreement - GTS Housing North Phase I and GTS Housing South Phase II 34 CITY OF EDEN PRAIRIE By: ________________________________ Ronald A. Case, Mayor By: ________________________________ Rick Getschow, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _______, 2022, by Ronald A. Case and Rick Getschow, respectively the Mayor and City Manager of the City of Eden Prairie, Minnesota, a municipal corporation on behalf of the corporation. ______________________________ NOTARY PUBLIC Development Agreement 35 GTS HOUSING PHASE I LLC By: __________________________________ Its: _________________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _______, 2022, by the of GTS Housing Phase I LLC, a Delaware limited liability company, on behalf of the company. ______________________________ NOTARY PUBLIC This instrument was drafted by: Gregerson, Rosow, Johnson & Nilan, Ltd. 100 Washington Avenue South, Suite 1550 Minneapolis, MN 55401 Development Agreement 36 EXHIBIT A TO ENCROACHMENT AGREEMENT Plans Development Agreement 37 EXHIBIT E DEVELOPMENT AGREEMENT CONSERVATION/SCENIC EASEMENT THIS EASEMENT AGREEMENT (this “Easement”) is made this _____ day of _______________, 2022, by and between GTS Housing Phase I LLC, a Delaware limited liability company (“Grantor 1”), Golden Triangle Station LLC, a Delaware limited liability company (“Grantor 2”), (Grantor 1 and Grantor 2 collectively hereinafter referred to as “Grantor”), and the CITY OF EDEN PRAIRIE, a Minnesota municipal corporation, hereinafter referred to as “City”; WHEREAS, Grantor 1 and Grantor 2 are the fee owners of land located in Hennepin County, Minnesota, more fully described in Exhibit A, attached hereto and made a part hereof, and said land hereinafter referred to as “the Property”; WHEREAS, Grantor has marketable title to the Property, free and clear of all liens, mortgage, and encumbrances, except encumbrances of record; WHEREAS, a portion of the Property is subject to that certain Conservation/Scenic Easement dated November 14, 1997 and filed December 31, 1998 with the Hennepin County Registrar of Titles as Document No. 3104435, as amended by that certain Amendment to Conservation/Scenic Easement dated February 12, 2008 and filed with the Hennepin County Registrar of Titles on February 29, 2008 as Document No. 4473925 (the “Original Easement”); and WHEREAS, Grantor and City wish to enter into an agreement which that will supersede and replace the Original Easement in its entirety and grant to City a conservancy/scenic easement for conservation and preservation of the terrain and vegetation, and to prohibit certain destructive acts thereon, over that portion of the Property as legally described in Exhibit B and depicted in Exhibit C, hereinafter referred to as the “Easement Area,” attached hereto; NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by the parties as follows: 1. Grantor hereby conveys to City and its successors and assigns a conservation and scenic easement in, under, on, and over the Easement Area and City hereby accepts such conveyance. 2. The following terms and conditions shall apply to the Easement Area: Development Agreement 38 A. The Easement Area shall be preserved predominantly in its natural condition. No trees, shrubs, or other vegetation shall be planted or removed from the Easement Area without the prior written consent of the City. The City will consider removal of noxious weeds, as defined by Minnesota Statutes Sections 18.76-18.88, upon submission and approval of a Vegetation Management Plan. No vegetation cutting, fertilizer application or placement of turfgrass, such as Kentucky bluegrass, shall occur within the Easement Area. B. Grantor may construct and maintain a nature trail in the Easement Area in the location depicted in Exhibit C. Except for this nature trail, no building, road, trail, sidewalk, sign, billboard, utility, or other structure shall be placed in the Easement Area without the prior written consent of City. C. No trash, waste, or other offensive material, soil, or landfill shall be placed upon or within the Easement Area without the prior written consent of the City. D. No change in the general topography of the Easement Area landscape, including, but not limited, to excavation, dredging, movement, and removal or placement of soil, shall be allowed within the Easement Area without the prior written consent of the City. 3. With respect to the Easement Area, Grantor represents and warrants as follows: A. That Grantor has marketable title free and clear of all liens, encumbrances and mortgages except as noted above in the recitals, and matters of record. B. That Grantor has not used, employed, deposited, stored, disposed of, placed or otherwise allowed to come in or on the Easement Area, any hazardous substance, hazardous waste, pollutant, or contaminant, including, but not limited to, those defined in or pursuant to 42 U.S.C. § 9601, et. seq., or Minn. Stat., Sec. 115B.01, et. seq. (such substances, wastes, pollutants, and contaminants hereafter referred to as "Hazardous Substances"); C. That Grantor has not allowed any other person to use, employ, deposit, store, dispose of, place or otherwise have, in or on the Easement Area, any Hazardous Substances; D. That, to Grantor’s knowledge, no previous owner, operator or possessor of the easement area, deposited, stored, disposed of, placed, or otherwise allowed in or on the Easement Area any Development Agreement 39 Hazardous Substances; Grantor agrees to indemnify, defend and hold harmless City, against any and all loss, costs, damage and expense, including reasonable attorney’s fees and costs that City incurs because of the breach of any of the above representations or warranties and/or resulting from or due to the inaccuracy or falsity of any representation or warranty herein. 4. Grantor agrees to permanently demarcate the location of the boundary of the conservation easement on each lot property line or corner of the Easement Area with permanent four-foot tall posts. A 2 ½ by 6 inch sign or decal reading “Scenic/Conservation Easement Boundary, City of Eden Prairie”, will be affixed to the top of the post. 5. Grantor agrees to maintain the Easement Area subject to the provisions stated herein. 6. The duration of this Easement is perpetual and shall bind and inure to the benefit of the parties, their successors, and assigns. 7. Nothing contained herein shall impair any right of City now held or hereafter acquired to construct or maintain public utilities in or on the Easement Area. 8. Provisions of this Easement shall be binding upon and enforceable against the Property and the Grantor, their successors and assigns of the Property. 9. This Easement supersedes and replaces the Original Easement in its entirety and the Property is hereby released from the terms and conditions of that certain Conservation/Scenic Easement dated November 14, 1997 and filed December 31, 1998 with the Hennepin County Registrar of Titles as Document No. 3104435, as amended by that certain Amendment to Conservation/Scenic Easement dated February 12, 2008 and filed with the Hennepin County Registrar of Titles on February 29, 2008 as Document No. 4473925. 10. This Easement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties to this Easement have caused these presents to be executed as of the day and year aforesaid. [SIGNATURE PAGES TO FOLLOW.] Development Agreement 40 GRANTOR 1 GTS HOUSING PHASE I LLC _________________________________ By: ______________________________ Its: ______________________________ STATE OF ____________ ) )ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2022, by , the , of GTS Housing Phase I LLC, a Delaware limited liability company, on behalf of the limited liability company. Notary Public Development Agreement 41 GRANTOR 2 GOLDEN TRIANGLE STATION LLC _________________________________ By: ______________________________ Its: ______________________________ STATE OF ____________ ) )ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2022, by , the , of Golden Triangle Station LLC, a Delaware limited liability company, on behalf of the limited liability company. Notary Public Development Agreement 42 CITY OF EDEN PRAIRIE _____________________________ By: Ronald A. Case Its: Mayor ______________________________ By: Rick Getschow Its: City Manager STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2022 by Ronald A. Case and Rick Getschow, respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of the corporation. _______________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Development Agreement 43 EXHIBIT A TO CONSERVATION/SCENIC EASEMENT Legal Description of Grantor’s Property Grantor 1 Property: Lots 1 and 2 and Outlot A, Golden Triangle TOD, according to the recorded plat thereof, Hennepin County, Minnesota Grantor 2 Property: Outlot B, Golden Triangle TOD, according to the recorded plat thereof, Hennepin County, Minnesota Development Agreement 44 EXHIBIT B TO CONSERVATION/SCENIC EASEMENT Legal Description of Easement Area Development Agreement 45 EXHIBIT C TO CONSERVATION/SCENIC EASEMENT Depiction of Easement Area and Location of Nature Trail Development Agreement 46 EXHIBIT F DEVELOPMENT AGREEMENT Mortgagee Consent and Subordination CONSENT AND SUBORDINATION The undersigned, owner of that certain Mortgage dated _______________, recorded in the office of the Hennepin County Registrar of Titles on __________________ as Document No. ________________ covering the Property described on Exhibit A hereto, for valuable consideration, does hereby consent to the and subordinates it interest in the Property to that certain Development Agreement, to which this Consent and Subordination is attached, dated _________________, 2022 by GTS Housing Phase I LLC to the City of Eden Prairie. _________________________ By: Its: STATE OF_________ ) ) ss. COUNTY OF ________________ ) On the ______ day of _______________, 2022, before me personally came ___________________________, to me known, who being duly sworn by me stated that he/she is the __________________________ of _________________________, a _________________________________, and that he/she is duly authorized to execute the foregoing instrument on behalf of the ______________________. ______________________________ Notary Public Development Agreement 47 Exhibit A to Consent and Subordination Legal Description Before Final Plat Lot 1, Block 1, and Outlot A, Liberty Plaza, except that part which lies northeasterly of Line 2 described below and also lies Southwesterly and Southeasterly of Line 4 described below. Line 2: Commencing at the Northeast corner of said Outlot A; thence Westerly on an azimuth of 273 degrees 14 minutes 16 seconds along the North line of said Outlot A, a distance of 341.50 feet to an angle point in the North line of said Outlot A; thence on an azimuth of 282 degrees 16 minutes 45 seconds along said North line of Outlot A, a distance of 6.01 feet to the point of beginning of line 2 to be described; thence on an azimuth of 167 degrees 46 minutes 59 seconds 657.56 feet to the South line of said Lot 1, Block 1, Liberty Plaza, and there terminating. Line 4: Commencing at the Northeast corner of said Outlot A; thence Westerly on an azimuth of 273 degrees 14 minutes 16 seconds along the North line of said Outlot A, a distance of 280.09 feet to the point of beginning of Line 4 to be described; thence on an azimuth of 166 degrees 18 minutes 39 seconds 261.20 feet; thence on an azimuth of 77 degrees 47 minutes 12 seconds 8.00 feet; thence on an azimuth of 167 degrees 46 minutes 59 seconds 81.38 feet; thence on an azimuth of 77 degrees 46 minutes 59 seconds 171.98 feet; thence Northeasterly 53.98 feet on a non-tangential curve, concave to the Northwest, having a radius of 39.00 feet, a delta angle of 79 degrees 18 minutes 21 seconds and a chord azimuth of 38 degrees 13 minutes 26 seconds to the East line of said Outlot A and there terminating. Hennepin County, Minnesota Torrens Property Legal Description After Final Plat Lots 1 and 2 and Outlots A and B, Golden Triangle TOD, according to the recorded plat thereof, Hennepin County, Minnesota 23632798v3 CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2022-____ A RESOLUTION ADOPTING FINDINGS OF FACT IN SUPPORT OF PARK DEDICATION FEES FOR GTS HOUSING (BLUE STEM NORTH) WHEREAS, City Code Chapter 12, Section 12.40 Subd. 1 requires an owner of land being subdivided to dedicate to the public for public use as parks, playgrounds or public open space a reasonable portion of the land up to 10% thereof; and, WHEREAS, in lieu of dedicating land, City Code Chapter 12, Section 12.40 Subd. 2; gives the City the option to require the developer to contribute an equivalent amount in cash in lieu of all or a portion of the land which the City may require such owner to dedicate in accordance with the schedule to be set by resolution of the Council; WHEREAS, the GTS Housing (Blue Stem North) project includes subdivision of property pursuant to City Code Chapter 12 and construction of 425 residential units (the “Project”); WHEREAS the payment of cash park fees in lieu of land dedication is appropriate given the nature of the residential use on the property; WHEREAS, the City’s current fee ordinance sets the cash park fee at $5,500 per residential unit, which amount was calculated in accordance with Minn. Stat. § 462.358, subd. 2b(c); WHEREAS, the City Council held a public hearing at its March 1, 2022 meeting and further reviewed the Project at its May 3, 2022 meeting; NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, that the following findings are hereby adopted in support of the imposition of a cash park fee in lieu of land dedication for the GTS Housing (Blue Stem North) project: 1. The Project does not include available land that is suitable for parkland. The land areas outside of the developable area include wetlands and are protected by conservation easements that prohibit development. 2. The Project includes the construction of 425 new residential units, which will accommodate up to 1,062 residents that are expected to use the City’s public park and trail systems. 3. The Project is directly connected to public trails providing access to parks and open spaces, further increasing the likelihood that residents of the Project will use the City’s trails, parks, and open spaces. 4. Residents of the Project may work in the Golden Triangle Area and may walk or bicycle to work using the public trails. 5. The City’s Pedestrian and Bicycle Plan recommends sidewalk and shared use path improvements in the Golden Triangle to improve access to the LRT station and to the employment center. Park dedication fees from the Project will be used by the City to make those improvements. 6. There is an essential nexus between requiring the cash park fees for the Project and the City’s goal of providing a high-quality park system for all individuals who live or work in the City, including the large number of anticipated residents of the Project. 7. The need for parkland created by the Project is roughly proportional to the cash park fee amount required by the City’s fee ordinance. The cash park fees will be used for future anticipated park acquisition and improvement projects in the City, which include expansion of the dog park south of the Project on Flying Cloud Drive, pedestrian and bicycle facility improvements as described above, and other projects to improve City park and recreational facilities that are likely to be used by residents of the Project. 8. The Project will receive credit towards the cash park fee requirement for (i) cash park fees previously paid for the property in connection with a prior development; and (ii) the cost of constructing a nature trail through a portion of the property; ADOPTED by the City Council of the City of Eden Prairie this 3rd day of May, 2022. ____________________________________ Ronald A. Case, Mayor ATTEST: ___________________________ Nicole Tingley, City Clerk CITY COUNCIL AGENDA SECTION: Consent Calendar DATE May 3, 2022 DEPARTMENT / DIVISION Julie Klima, Community Development Director Jonathan Stanley, Housing & Community Services ITEM DESCRIPTION Adopt modification to Redevelopment Plan for Project Area No. 5 establishing TIF District No. 26: GTS Housing, and adopt the TIF Plan ITEM NO. VIII.B. Requested Action Move to: Adopt Resolution Adopting a Modification to the Redevelopment Plan for Redevelopment Project Area No. 5 and establishing Tax Increment Financing District No. 26: GTS Housing, and adopt a Tax Increment Financing Plan therefor. Synopsis Greco Properties is requesting Tax Increment Financing (TIF) for GTS Housing located at 6901 Flying Cloud Drive in the Golden Triangle. GTS Housing is a 425-unit mixed-income apartment project that meets the criteria for a new Housing TIF District. The project will be developed in two phases. The first phase is a 4 and 5 story, 237-unit building in which 20% of the units (49 units) will be affordable to residents earning at or below 50% of the Area Median Income (AMI). An additional 12 units will be inclusionary housing units as required by City Code and will be affordable to residents earning at or below 80% of AMI. The remaining 176 units will be market rate. The second phase is a 6-story, 188-unit building in which 20% of the units (38 units) will be affordable to residents earning at or below 50% of AMI, and an additional 9 units will be inclusionary housing units affordable to residents earning at or below 80% of AMI. The remaining 141 units will be market rate. This request necessitates a Redevelopment Plan modification, creation of a new TIF District No. 26, and a TIF Plan for GTS Housing. The TIF Plan for TIF District No. 26 is the City’s planning document for the district. It spells out the objectives and policies for the district, identifies the geographic boundaries, and sets the maximum budgetary authority for the district. This planning document simply allows for the creation of a new TIF district. Approval of the TIF Plan does not grant any specific TIF assistance to the property owner. Assistance is granted through a separate TIF agreement between the HRA and the developer. TIF District No. 26 is being established as a Housing TIF District. The site qualifies as a Housing TIF District because the project will meet the income requirements outlined above. The TIF Plan sets up the district for a maximum duration of 26 years. The maximum budgetary authority in the district is approximately $64.16 million. This is a maximum budget intended to provide flexibility. It includes 5% annual inflation and assumes the TIF district runs for the full 26 years. The actual assistance to the property owner is anticipated to be a present value of $12.9 million, broken out to $7.9 million for Phase 1 and $5 million for Phase 2. Total payments, which include interest paid, are projected to be $12.4 million for Phase 1 and $7.3 million for Phase 2, for a total of $19.7 million. Current estimates show that the amount for Phase 1 can be repaid within 18 years and the amount for Phase 2 can be repaid within 14 years. The TIF Plan assumes pay-as-you-go assistance to the developer. Pay-as-you-go TIF requires the developer to seek its own financing secured by all or a portion of the tax increments generated by the project. In this scenario, the City and HRA do not provide the funding up front, but enter into an agreement to provide tax increments from the increased taxes from the project up to a specific dollar amount over time. If tax increment is not enough to repay the developer, the City does not make up the difference. The TIF Plan also includes a 10% allowance for City administrative costs. The City can use this 10% to pay for any ongoing costs associated with administering the project in the TIF District. The Council held a public hearing on the TIF proposal on March 15, 2022. Staff and the Developer have come to terms on the Tax Increment Financing Development Agreement that lays out the expected distribution of increment, determines the type and number of affordable units by bedroom size, characterizes compliance responsibilities going forward and more. Background Proposed Financing and General Terms: Housing TIF: Greco Properties is requesting new Housing TIF District financing for GTS Housing. Their original request was for $13,554,585 of new TIF in the form of pay-as-you-go over 25 years Ehlers Public Finance (our TIF consultants) and staff have reviewed Greco Properties’ application. We have determined that the proposal meets the “but for test” for TIF District financing However, the development does not require the requested amount of TIF to generate reasonable profits. Therefore, Ehlers and staff recommends a total of $12.9 million of present value TIF paid over 18 years for Phase I and 14 years for Phase 2. The required affordability will continue for a total of 26 years, however, which is the maximum duration of the TIF district. Affordable TIF and IH Units: During the 26-year affordability period, Greco Properties would need to maintain 49 units in Phase 1 and 38 units in Phase 2 at rents affordable to households whose incomes do not exceed 50% of the AMI. Greco Properties would submit annual information to the City regarding the households occupying these units and the rents they pay compared to commensurate market rate units. Of the 49 affordable TIF units in Phase 1, staff recommends a minimum of 11 studios, 19 one bedroom, 15 two-bedroom, and 4 three-bedroom units. Of the 38 affordable units in Phase 2, staff recommends a minimum of 8 studio units, 15 one-bedroom units, 11 two-bedroom units, and 4 three-bedroom units. In addition, City Code Chapter 13 requires that the developer provide Inclusionary Housing (IH) units in perpetuity that must be affordable to households earning up to 80% of AMI. The developer will be required to provide 12 IH units in Phase 1, including 3 studios, 5 one-bedroom units, 3 two-bedroom units, and 1 three-bedroom unit. For Phase 2, Developer will be required to provide 9 IH units, including 2 studios, 3 one-bedroom units, 3 two-bedroom units, and 1 three- bedroom unit. Attachments • Resolution Adopting Modification to the Redevelopment Plan and Establishing TIF District No. 26 • Tax Increment Financing Plan CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. __________ RESOLUTION ADOPTING A MODIFICATION TO THE REDEVELOPMENT PLAN FOR REDEVELOPMENT PROJECT AREA NO. 5 AND ESTABLISHING TAX INCREMENT FINANCING DISTRICT NO. 26: GTS HOUSING THEREIN AND ADOPTING A TAX INCREMENT FINANCING PLAN THEREFOR. BE IT RESOLVED by the City Council (the “Council”) of the City of Eden Prairie, Minnesota (the “City”), as follows: Section 1. Recitals. 1.01. The Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Eden Prairie (the “HRA”) has heretofore established Redevelopment Project Area No. 5 and adopted a Redevelopment Plan therefor. It has been proposed by the HRA and the City that the City adopt a Modification to the Redevelopment Plan (the “Redevelopment Plan Modification”) for Redevelopment Project Area No. 5 (the “Project Area”) and establish Tax Increment Financing District No. 26: GTS Housing (the “District”) therein and adopt a Tax Increment Financing Plan (the “TIF Plan”) therefor (the Redevelopment Plan Modification and the TIF Plan are referred to collectively herein as the “Plans”); all pursuant to and in conformity with applicable law, including Minnesota Statutes, Sections 469.001 to 469.047 and Sections 469.174 to 469.1794, all inclusive, as amended, (the “Act”) all as reflected in the Plans, and presented for the Council's consideration. 1.02. The HRA and City have investigated the facts relating to the Plans and have caused the Plans to be prepared. 1.03. The HRA and City have performed all actions required by law to be performed prior to the establishment of the District and the adoption and approval of the proposed Plans, including, but not limited to, notification of Hennepin County and Independent School District No. 272 having taxing jurisdiction over the property to be included in the District, approval of the Plans by the HRA on May 3, 2022, and the holding of a public hearing on March 15, 2022 upon published notice as required by law. 1.04. Certain written reports (the '”Reports”) relating to the Plans and to the activities contemplated therein have heretofore been prepared by staff and consultants and submitted to the Council and/or made a part of the City files and proceedings on the Plans. The Reports include data, information and/or substantiation constituting or relating to the basis for the other findings and determinations made in this resolution. The Council hereby confirms, ratifies and adopts the Reports, which are hereby incorporated into and made as fully a part of this resolution to the same extent as if set forth in full herein. Section 2. Findings for the Adoption and Approval of the Redevelopment Plan Modification. 2.01. The Council approves the Redevelopment Plan Modification, and specifically finds that: (a) the land within the Project Area would not be available for redevelopment without the financial aid to be sought under this Redevelopment Plan; (b) the Redevelopment Plan, as modified, will afford maximum opportunity, consistent with the needs of the City as a whole, for the development of the Project Area by private enterprise; and (c) that the Redevelopment Plan, as modified, conforms to the general plan for the development of the City as a whole. Section 3. Findings for the Establishment of Tax Increment Financing District No. 26: GTS Housing 3.01. The Council hereby finds that Tax Increment Financing District No. 26: GTS Housing is in the public interest and is a “housing district” under Minnesota Statutes, Section 469.174, Subd. 11 of the Act. 3.02. The Council further finds that the proposed development would not occur solely through private investment within the reasonably foreseeable future, that the Plans conform to the general plan for the development or redevelopment of the City as a whole; and that the Plans will afford maximum opportunity consistent with the sound needs of the City as a whole, for the development or redevelopment of the District by private enterprise. 3.03. The Council further finds, declares and determines that the City made the above findings stated in this Section and has set forth the reasons and supporting facts for each determination in writing, attached hereto as Exhibit A. Section 4. Public Purpose. 4.01. The adoption of the Plans conforms in all respects to the requirements of the Act and will help fulfill a need to develop an area of the City which is already built up, to provide housing opportunities, to improve the tax base and to improve the general economy of the State and thereby serves a public purpose. For the reasons described in Exhibit A, the City believes these benefits directly derive from the tax increment assistance provided under the TIF Plan. A private developer will receive only the assistance needed to make this development financially feasible. As such, any private benefits received by a developer are incidental and do not outweigh the primary public benefits. Section 5. Approval and Adoption of the Plans. 5.01. Upon satisfaction of the contingency in paragraph 5.05, the Plans, as presented to the Council on this date, including without limitation the findings and statements of objectives contained therein, are hereby approved, ratified, established, and adopted and shall be placed on file in the office of the Community Development Director. 5.02. Upon satisfaction of the contingency in paragraph 5.05, the staff of the City, the City’s advisors and legal counsel are authorized and directed to proceed with the implementation of the Plans and to negotiate, draft, prepare and present to this Council for its consideration all further plans, resolutions, documents and contracts necessary for this purpose. 5.03 Upon satisfaction of the contingency in paragraph 5.05, the Auditor of Hennepin County is requested to certify the original net tax capacity of the District, as described in the Plans, and to certify in each year thereafter the amount by which the original net tax capacity has increased or decreased; and the HRA is authorized and directed to forthwith transmit this request to the County Auditor in such form and content as the Auditor may specify, together with a list of all properties within the District, for which building permits have been issued during the 18 months immediately preceding the adoption of this resolution. 5.04. Upon satisfaction of the contingency in paragraph 5.05, the City Clerk is further authorized and directed to file a copy of the Plans with the Commissioner of the Minnesota Department of Revenue and the Office of the State Auditor pursuant to Minnesota Statutes 469.175, Subd. 4a. 5.05 The approval of the Plans and the directions given in paragraphs 5.01 through 5.04 are contingent upon receipt by the City Manager of documentation acceptable to the City Manager that EP GTS Housing Phase I LLC has acquired fee simple interest in the Development Property as defined in the Tax Increment Financing Agreement approved by the HRA. If the City Manager does not receive such documentation on or prior to September 1, 2022, this Resolution, including but not limited to the approval of the Plans and the directions given in paragraphs 5.01 through 5.04, are null and void and of no further effect. The City Council may but is not required to take such further action to confirm that this Resolution is null and void and of no further effect. ADOPTED by the City Council of the City of Eden Prairie this 3rd day of May, 2022. _____________________________ Ronald A. Case, Mayor ATTEST: ____________________________________ Nicole Tingley, City Clerk EXHIBIT A The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan for Tax Increment Financing District No. 26 (GTS Housing), as required pursuant to Minnesota Statutes, Section 469.175, Subdivision 3 are as follows: 1. Finding that Tax Increment Financing District No. 26 (GTS Housing) is a housing district as defined in M.S., Section 469.174, Subd. 11. Tax Increment Financing District No. 26 (GTS Housing) consists of two (2) parcels. The development will consist of the construction of 425 apartment units in two phases, including 87 units affordable at 50% of area median income and 21 units affordable at 80% of area median income, all or a portion of which will receive tax increment assistance and will meet income restrictions described in M.S. 469.1761. At least 20 percent of the units receiving assistance will have incomes at or below 50 percent of area median income. Appendix C of the TIF Plan contains background for the above finding. 2. Finding that the proposed development, in the opinion of the HRA, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future. The proposed development, in the opinion of the HRA, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future: This finding is supported by the fact that the development proposed in this plan is a housing district that meets the HRA's objectives for development and redevelopment. The cost of land acquisition, site and public improvements and utilities makes this housing development infeasible without HRA assistance. Due to decreased rental income from affordable units, there is insufficient cash flow to provide a sufficient rate of return, pay operating expenses, and service the debt. This leaves a gap in the funding for the project and makes this housing development feasible only through assistance, in part, from tax increment financing. The developer was asked for and provided a letter and a pro forma as justification that the developer would not have gone forward without tax increment assistance. The increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the TIF District permitted by the TIF Plan: This finding is justified on the grounds that the cost of land acquisition, site and public improvements, utilities and construction of affordable housing add to the total development cost. Historically, the costs of site and public improvements as well as reduced rents required for affordable workforce housing in the City have made development infeasible without tax increment assistance. The HRA reasonably determines that no other development of similar scope is anticipated on this site without substantially similar assistance being provided to the development. 3. Finding that the TIF Plan for Tax Increment Financing District No. 26 (GTS Housing) conforms to the general plan for the development or redevelopment of the municipality as a whole. The City Council reviewed the TIF Plan and found that the TIF Plan conforms to the general development plan of the City. 4. Finding that the TIF Plan for Tax Increment Financing District No. 26 (GTS Housing) will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the development or redevelopment of Redevelopment Project Area No. 5 by private enterprise. Through the implementation of the TIF Plan, the HRA will provide an impetus for residential development, which is desirable or necessary for increased population and an increased need for life-cycle housing within the City. CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Randy L. Slick Public Works / Engineering ITEM DESCRIPTION: Final Plat Report of Schulman Addition ITEM NO.: VIII.C. Requested Action Move to: Adopt the resolution approving the final plat of Schulman Addition. This proposal is for a plat located at 12076 Riverview Road. The plat consists of 2.47 acres to be platted into 2 single-family lots and right of way dedication for street purposes. The proposed project consists of combining the 2.0-acre parcel homesite with the 0.47-acre narrow strip of land into two buildable lots. The existing single-family home will be kept as part of this project. The newly created single-family lot will be developed at a future date. Background Information The preliminary plat was approved by the City Council on March 15, 2022. Second reading of the Rezoning Ordinance and final approval was also approved by the City Council on March 15, 2022. Approval of the final plat is subject to the following conditions: • Receipt of engineering fee in the amount of $400.00 • Prior to release of final plat, Developer shall pay park dedication fees for Lot 1, Block 1 consistent with the approved Fee Schedule in place at that time. • Revision to plat shall include standard perimeter drainage and utility easements. • Prior to release of final plat, Developer shall execute a Special Assessment Agreement for trunk sewer and water on an assessable area of 2.47 acres in the amount of $22,590.41 • Prior to release of final plat, Developer shall submit a disk in AutoCAD format in Hennepin County coordinates containing parcel and easement data. • Prior to release of final plat, Developer shall submit a 1’ =200’ scale reduction of the final plat. • Provide areas (to the nearest square foot) of all lots, outlots and right-of-way. Attachments Resolution Drawing of final plat CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2022- A RESOLUTION APPROVING FINAL PLAT OF SCHULMAN ADDITION WHEREAS, the plat of Schulman Addition has been submitted in a manner required for platting land under the Eden Prairie Ordinance Code and under Chapter 462 of the Minnesota Statutes and all proceedings have been duly had thereunder, and WHEREAS, said plat is in all respects consistent with the City plan and the regulations and requirements of the laws of the State of Minnesota and ordinances of the City of Eden Prairie. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council: A. Plat approval request for Schulman Addition is approved upon compliance with the recommendation of the Final Plat Report on this plat dated May 3, 2022. B. That the City Clerk is hereby directed to supply a certified copy of this resolution to the owners of the subdivision of the above named plat. C. That the Mayor and City Manager are hereby authorized to execute the certificate of approval on behalf of the City Council upon compliance with the foregoing provisions. ADOPTED by the Eden Prairie City Council on May 3, 2022. ____________________________________ Ronald A. Case, Mayor ATTEST: SEAL ______________________________ Nicole Tingley, City Clerk CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Randy L. Slick Public Works / Engineering ITEM DESCRIPTION: Final Plat Report of Crosstown Circle Second Addition ITEM NO.: VIII.D. Requested Action Move to: Adopt the resolution approving the final plat of Crosstown Circle Second Addition. This proposal is for a plat located at 10250 Crosstown Circle and 6534 Flying Cloud Drive. The plat consists of 5.0 acres to be platted into 1 lot. The proposed project consists of a 62,024 square foot industrial building. This is a replat of Tract A, Registered Land Survey No. 943, Tract C and D, Registered Land Survey No. 1043 and Lot 1, Block 1, Crosstown Circle Addition. Background Information The preliminary plat was approved by the City Council on July 13, 2021. Second reading of the Rezoning Ordinance and final approval was approved by the City Council on September 21, 2021. Approval of the final plat is subject to the following conditions: • Receipt of engineering fee in the amount of $1,500.00 • Prior to the issuance of the building permit or the release of the final plat, Developer shall have applied for, and the City Council shall have adopted a resolution vacating existing drainage and utility easements as presented in the Plans. • Prior to release of final plat, Developer shall submit a disk in AutoCAD format in Hennepin County coordinates containing parcel and easement data. • Provide areas (to the nearest square foot) of all lots, outlots and right-of-way. Attachments Resolution Drawing of final plat CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2022- A RESOLUTION APPROVING FINAL PLAT OF CROSSTOWN CIRCLE SECOND ADDITION WHEREAS, the plat of Crosstown Circle Second Addition has been submitted in a manner required for platting land under the Eden Prairie Ordinance Code and under Chapter 462 of the Minnesota Statutes and all proceedings have been duly had thereunder, and WHEREAS, said plat is in all respects consistent with the City plan and the regulations and requirements of the laws of the State of Minnesota and ordinances of the City of Eden Prairie. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council: A. Plat approval request for Crosstown Circle Second Addition is approved upon compliance with the recommendation of the Final Plat Report on this plat dated May 3, 2022. B. Variance is herein granted from City Code 12.20 Subd. 2.A. waiving the six-month maximum time lapse between the approval date of the preliminary plat and filing of the final plat as described in said Final Plat Report. C. That the City Clerk is hereby directed to supply a certified copy of the resolution to the owners and subdivision of the above named plat. D. That the Mayor and City Manager are hereby authorized to execute the certificate of approval on behalf of the City Council upon compliance with the foregoing provisions. ADOPTED by the Eden Prairie City Council on May 3, 2022. ____________________________________ Ronald A. Case, Mayor ATTEST: SEAL ______________________________ Nicole Tingley, City Clerk CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Matt Bourne, Parks and Natural Resources Manager ITEM DESCRIPTION: Accept Bids and Award Contract to Odesa II for the Nesbitt Preserve Park Splash Pad Project ITEM NO.: VIII.E. Motion Move to: Accept Bids and Award Contract to Odesa II, Inc. for the Nesbitt Preserve Park Splash Pad Project in the amount of $486,510.00 for the Base Bid plus Alternates #1 & #2. Synopsis The City has been working with our consultant, WSB, to design a splash pad and additional amenities surrounding the current playground at Nesbitt Preserve Park. This contract would be for the grading and site work to create the splash pad, additional gathering and seating areas and trail connections to provide better connectivity to the surrounding neighborhoods. Specifications for the construction work were prepared and the City received bids from five contractors. Staff is recommending that we move forward with the Base Bid plus Alternates #1 and #2 which would construct the additional trail connections. The City would enter into another contract with the splash pad manufacturer for the purchase and installation of the splash pad components. Background In 2021, the City entered into a contract with WSB to create a conceptual design and eventually construction documents for a new splash pad and site amenities at Nesbitt Preserve Park. These concepts were presented to the Parks, Recreation and Natural Resources Commission in November and a final design was selected. Bid Summary and Recommendation The summary of the bids submitted is as follows: Each of the submitters has met the guidelines as detailed in the bid specifications. Staff and consulting engineer recommends the contract be awarded to Odesa II. Funding for the construction work will come from a mix of Capital Maintenance and Reinvestment Funds and Cash Park Fees. The project is anticipated to begin this summer with a final completion by fall of this year. Attachments Form of Contact with Odesa II, Inc. Letter of Recommendation from WSB, Inc. SHORT FORM CONSTRUCTION CONTRACT THIS AGREEMENT, made and executed this 3rd day of May, 2022, by and between City of Eden Prairie hereinafter referred to as the "CITY", and Odesa II, Inc., hereinafter referred to as the "CONTRACTOR", WITNESSETH: CITY AND CONTRACTOR, for the consideration hereinafter stated, agrees as follows: I. CONTRACTOR hereby covenants and agrees to perform and execute all the provisions of the Plans and Specifications prepared by the Parks and Recreation Department referred to in Paragraph IV, as provided by the CITY for: I.C. Nesbitt Preserve Park Splash Pad CONTRACTOR further agrees to do everything required by this Agreement and the Contract Document. II. CITY agrees to pay and CONTRACTOR agrees to receive and accept payment in accordance with the prices bid for the unit or lump sum items as set forth in the Proposal Form attached hereto which prices conform to those in the accepted CONTRACTOR'S proposal on file in the office of the City Engineer. The aggregate sum of such prices, based on estimated required quantities is estimated to be $486,510.00. III. Payments to CONTRACTOR by City shall be made as provided in the Contract Documents. IV. The Contract Documents consist of the following component parts: (1) Legal and Procedural Documents a. Advertisement for Bids b. Instruction to Bidders b. Proposal Form c. Construction Short Form Agreement d. Contractor's Performance Bond e. Contractor's Payment Bond (2) Special Conditions (3) Detail Specifications (4) General Conditions (5) Plans (6) Addenda and Supplemental Agreements The Contract Documents are hereby incorporated with this Agreement and are as much a part of this Agreement as if fully set forth herein. This Agreement and the Contract Documents are the Contract. V. CONTRACTOR agrees to fully and satisfactorily complete the work contemplated by this Agreement in accordance with the following schedule: Or in accordance with the Contract Documents. VI. This Agreement shall be executed in two (2) copies. IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands and seals as of the date first above written. In Presence Of: CITY OF EDEN PRAIRIE __________________________________ By ________________________________ Its City Mayor __________________________________ By_______________________________ Its City Manager CONTRACTOR In Presence Of: ____________________________________ __________________________________ By ________________________________ Its __________________________ __________________________________ _______________________________ Its __________________________ K:\018708-000\Admin\Construction Admin\Bidding\018708-000 LOR 042522 - Revised.docx 701 XENIA AVENUE S | SUITE 300 | MINNEAPOLIS, MN | 55416 | 763.541.4800 | WSBENG.COM April 25, 2022 Honorable Mayor and City Council City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Re: Nesbitt Preserve Park Splash Pad City of Eden Prairie Project No. 22101 WSB Project No. 018708-000 Dear Mayor and Council Members: Bids were received for the above-referenced project on Thursday, April 21, 2022, via the online bidding system. A total of 5 bids were received. The bids were checked for mathematical accuracy and tabulated and determined that Odesa II, LLC was the low bidder. This contractor has successfully completed other park projects in the City of Eden Prairie including play areas at Miller Park, Staring Lake Park, and Round Lake Park. After reviewing the bids and discussing options with City staff, we recommend awarding a contract to Odesa II, LLC for the base bid and alternate bid items 1 & 2 for a total contract amount of $486,510.00. By comparison, the contractor’s bid for base bid plus alternate bid items 1 & 2 was roughly 5% lower than the Engineer’s Estimate of $510,650.00. Sincerely, WSB Jared Lee Sr. Landscape Architect Enclosure cc: Jay Lotthammer, City of Eden Prairie Jim Janson, Odesa II, LLC. Matt Bourne, City of Eden Prairie Jason Amberg, WSB mj CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Matt Bourne, Parks and Natural Resources Manager ITEM DESCRIPTION: Approve Contract with Landscape Structures, Inc. for the Nesbitt Preserve Park Splash Pad Equipment and Install ITEM NO.: VIII.F. Motion Move to: Approve the Contract with Landscape Structures, Inc for the purchase and installation of splash pad equipment at Nesbitt Preserve Park in the amount of $128,870.85. Synopsis The City has been working with our consultant, WSB, to design a splash pad and additional amenities surrounding the current playground at Nesbitt Preserve Park. Staff worked with WSB and multiple vendors to choose the best splash pad equipment for our needs at this park. After much consideration, equipment from Landscape Structures was chosen for the park. This equipment is available through the Sourcewell Cooperative Purchasing program which is a service cooperative created by Minnesota law and authorized to establish competitively awarded purchasing contracts on behalf of its participating entities. Flagship Recreation is the local dealer for Landscape Structures and would be the installer. Background In 2021, the City entered into a contract with WSB to create a conceptual design and eventually construction documents for a new splash pad and site amenities at Nesbitt Preserve Park. These concepts were presented to the Parks, Recreation and Natural Resources Commission in November and a final design was selected. Funding for the splash pad equipment and installation will come from Cash Park Fees. The project is anticipated to begin this summer with a final completion by fall of this year. Attachment Contract for Goods and Services with Landscape Structures, Inc. 2017 06 10 Contract for Goods and Services This Contract (“Contract”) is made on the 3rd day of May, 2022, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and Landscape Structures, Inc., a Minnesota Corporation (hereinafter "Vendor") whose business address is 601 7th Street South, Delano, MN 55328. Preliminary Statement The City has adopted a policy regarding the selection and hiring of vendors to provide a variety of goods and/or services for the City. That policy requires that persons, firms or corporations providing such goods and/or services enter into written agreements with the City. The purpose of this Contract is to set forth the terms and conditions for the provision of goods and/or services by Vendor for the Nesbitt Preserve Park Splash Pad Equipment and Installation hereinafter referred to as the "Work". The City and Vendor agree as follows: 1. Scope of Work. The Vendor agrees to provide, perform and complete all the provisions of the Work in accordance with attached Exhibit A. Any general or specific conditions, terms, agreements, consultant or industry proposal, or contract terms attached to or a part of Exhibit A are declined in full and, accordingly, are deleted and shall not be in effect in any manner. 2. Term of Contract. All Work under this Contract shall be provided, performed and/or completed by November 30, 2022. 3. Compensation for Services. City agrees to pay the Vendor a fixed sum of $128,870.85 as full and complete payment for the goods, labor, materials and/or services rendered pursuant to this Contract and as described in Exhibit A. 4. Method of Payment. Vendor shall prepare and submit to City, on a monthly basis, itemized invoices setting forth work performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. 5. Staffing. The Vendor has designated Brett Altergott with Flagship Recreation to perform the Work. They shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Vendor may not remove or replace the designated staff without the approval of the City. 6. Standard of Care. Vendor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. 7. Insurance. Standard Purchasing Contract 2017 06 01 Page 2 of 7 a. General Liability. Vendor shall maintain a general liability insurance policy with limits of at least $1,000,000.00 for each person, and each occurrence, for both personal injury and property damage. Vendor shall provide City with a Certificate of Insurance verifying insurance coverage before providing service to the City. b. Worker's Compensation. Vendor shall secure and maintain such insurance as will protect Vendor from claims under the Worker's Compensation Acts and from claims for bodily injury, death, or property damage which may arise from the performance of Vendor’s services under this Contract. c. Comprehensive Automobile Liability. Vendor shall maintain comprehensive automobile liability insurance with a $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) 8. Indemnification. Vendor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Vendor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Vendor, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Vendor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 9. Warranty. The Vendor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Contract and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Contract, from the date of City’s written acceptance of the Work. The City’s rights under the Contractor’s warranty are not the City’s exclusive remedy. The City shall have all other remedies available under this Contract, at law or in equity. 10. Termination. This Contract may be terminated by either party by seven (7) days' written notice delivered to the other party at the addresses written above. Upon termination under this provision if there is no fault of the Vendor, the Vendor shall be paid for services rendered until the effective date of termination. 11. Independent Contractor. At all times and for all purposes herein, the Vendor is an independent contractor and not an employee of the City. No statement herein shall be construed so as to find the Vendor an employee of the City. 12. Subcontract or Assignment. Vendor shall not subcontract any part of the services to be provided under this Contract; nor may Vendor assign this Contract, or any interest arising herein, without the prior written consent of the City. 13. Services Not Provided For. No claim for services furnished by Vendor not specifically provided for in Exhibit A shall be honored by the City. Standard Purchasing Contract 2017 06 01 Page 3 of 7 GENERAL TERMS AND CONDITIONS 14. Assignment. Neither party shall assign this Contract, nor any interest arising herein, without the written consent of the other party. 15. Compliance with Laws and Regulations. In providing services hereunder, the Vendor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Contract and entitle the City to immediately terminate this Contract. 16. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. 17. Counterparts. This Contract may be executed in multiple counterparts, each of which shall be considered an original. 18. Damages. In the event of a breach of this Contract by the City, Vendor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 19. Employees. Vendor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Vendor prior to termination of this Contract and for one (1) year thereafter, without prior written consent of the former employer in each case. 20. Enforcement. The Vendor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Contract or thereafter of any of the rights or remedies of the City under this Contract. 21. Entire Contract, Construction, Application and Interpretation. This Contract is in furtherance of the City’s public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 22. Governing Law. This Contract shall be controlled by the laws of the State of Minnesota. Standard Purchasing Contract 2017 06 01 Page 4 of 7 23. Non-Discrimination. During the performance of this Contract, the Vendor shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Vendor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Vendor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Vendor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 24. Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Contract if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 25. Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 26. Services Not Provided For. No claim for services furnished by the Vendor not specifically provided for herein shall be honored by the City. 27. Severability. The provisions of this Contract are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 28. Statutory Provisions. a. Audit Disclosure. The books, records, documents and accounting procedures and practices of the Vendor or other parties relevant to this Contract are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Contract. b. Data Practices. Any reports, information, or data in any form given to, or prepared or assembled by the Vendor under this Contract which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. This Contract is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as Standard Purchasing Contract 2017 06 01 Page 5 of 7 defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by Vendor in performing any of the functions of the City during performance of this Contract is subject to the requirements of the Data Practice Act and Vendor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Vendor in relation to this Contract shall contain similar Data Practices Act compliance language. 29. Waiver. Any waiver by either party of a breach of any provisions of this Contract shall not affect, in any respect, the validity of this Contract. Executed as of the day and year first written above. CITY OF EDEN PRAIRIE __________________________________ Mayor ___________________________________ City Manager VENDOR By: ________________________________ Its: _______________________________ By:________________________________ Its:_________________________________ Standard Purchasing Contract 2017 06 01 Page 6 of 7 Exhibit A Scope of Work Standard Purchasing Contract 2017 06 01 Page 7 of 7 CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Matt Bourne, Parks and Natural Resources Manager, Parks and Recreation ITEM DESCRIPTION: Professional Services Agreement with HTPO for Viking Drive Trail Construction and Easement Documents ITEM NO.: VIII.G. Motion Move to: Approve the Standard Agreement for Professional Services with HTPO for preliminary design and construction and easement documents for the Viking Drive Trail Project at a cost not to exceed $49,000.00. Synopsis In the recently approved Shutterfly project that Council discussed last year, one of the requirements for the project was for them to construct a bituminous trail along Viking Drive from the loop trail around Smetana Lake to their eastern property line. Staff is now proposing to have Hansen, Thorp, Pellinen and Olson Inc. develop a concept and create construction and easement documents for a trail from Shutterfly’s eastern property line east to Golden Triangle drive. These two projects would fill an important gap in our trail system and will drastically improve pedestrian safety in this area. Recommendation The proposal from HTPO is in line with other projects they have recently completed and staff recommends approval of this contract. Attachment Standard Agreement for Professional Services 2017 06 01 Version 2017 06 01 Agreement for Professional Services This Agreement (“Agreement”) is made on the 3rd day of May, 2022, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and Hansen, Thorp, Pellinen, Olson, Inc., a Minnesota Cooperation (hereinafter "Consultant") whose business address is 7510 Market Place Drive, Eden Prairie, MN 55344. Preliminary Statement The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of professional services by Consultant for Viking Drive Trail Project Design and Construction Documents hereinafter referred to as the "Work". The City and Consultant agree as follows: 1. Scope of Work. The Consultant agrees to provide the professional services shown in Exhibit A in connection with the Work. Exhibit A is intended to be the scope of service for the work of the Consultant. Any general or specific conditions, terms, agreements, consultant or industry proposal, or contract terms attached to or a part of Exhibit A are declined in full and, accordingly, are deleted and shall not be in effect in any manner. 2. Term. The term of this Agreement shall be from May 3, 2022 through the completion of the work, the date of signature by the parties notwithstanding. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 3. Compensation for Services. City agrees to pay the Consultant on an hourly basis plus expenses in a total amount not to exceed $49,000.00 for the services as described in Exhibit A. a. Any changes in the scope of the work which may result in an increase to the compensation due the Consultant shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. Special Consultants may be utilized by the Consultant when required by the complex or specialized nature of the Project and when authorized in writing by the City. Page 2 of 13 2017 06 01 c. If Consultant is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Consultant will be entitled to payment for its reasonable additional charges, if any, due to the delay. 4. City Information. The City agrees to provide the Consultant with the complete information concerning the Scope of the Work and to perform the following services: a. Access to the Area. Depending on the nature of the Work, Consultant may from time to time require access to public and private lands or property. As may be necessary, the City shall obtain access to and make all provisions for the Consultant to enter upon public and private lands or property as required for the Consultant to perform such services necessary to complete the Work. b. Consideration of the Consultant's Work. The City shall give thorough consideration to all reports, sketches, estimates, drawings, and other documents presented by the Consultant, and shall inform the Consultant of all decisions required of City within a reasonable time so as not to delay the work of the Consultant. c. Standards. The City shall furnish the Consultant with a copy of any standard or criteria, including but not limited to, design and construction standards that may be required in the preparation of the Work for the Project. d. City's Representative. A person shall be appointed to act as the City's representative with respect to the work to be performed under this Agreement. He or she shall have complete authority to transmit instructions, receive information, interpret, and define the City's policy and decisions with respect to the services provided or materials, equipment, elements and systems pertinent to the work covered by this Agreement. 5. Method of Payment. The Consultant shall submit to the City, on a monthly basis, an itemized invoice for professional services performed under this Agreement. Invoices submitted shall be paid in the same manner as other claims made to the City for: a. Progress Payment. For work reimbursed on an hourly basis, the Consultant shall indicate for each employee, his or her name, job title, the number of hours worked, rate of pay for each employee, a computation of amounts due for each employee, and the total amount due for each project task. Consultant shall verify all statements submitted for payment in compliance with Minnesota Statutes Sections 471.38 and 471.391. For reimbursable expenses, if provided for in Exhibit A, the Consultant shall provide an itemized listing and such documentation as reasonably required by the City. Each invoice shall contain the City’s project number and a progress summary showing the original (or amended) Page 3 of 13 2017 06 01 amount of the contract, current billing, past payments and unexpended balance of the contract. b. Suspended Work. If any work performed by the Consultant is suspended in whole or in part by the City, the Consultant shall be paid for any services set forth on Exhibit A performed prior to receipt of written notice from the City of such suspension. c. Payments for Special Consultants. The Consultant shall be reimbursed for the work of special consultants, as described herein, and for other items when authorized in writing by the City. d. Claims. To receive any payment on this Agreement, the invoice or bill must include the following signed and dated statement: “I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid.” 6. Project Manager and Staffing. The Consultant shall designated a Project Manager and notify the City in writing of the identity of the Project Manager before starting work on the Project. The Project Manager shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Consultant may not remove or replace the Project Manager without the approval of the City. 7. Standard of Care. Consultant shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Consultant shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Consultant's breach of this standard of care. Consultant shall put forth reasonable efforts to complete its duties in a timely manner. Consultant shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Consultant shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 8. Termination. This Agreement may be terminated by either party by seven (7) days written notice delivered to the other party at the address written above. Upon termination under this provision, if there is no fault of the Consultant, the Consultant shall be paid for services rendered and reimbursable expenses until the effective date of termination. If however, the City terminates the Agreement because the Consultant has failed to perform in accordance with this Agreement, no further payment shall be made to the Consultant, and the City may retain another consultant to undertake or complete the Work identified herein. 9. Subcontractor. The Consultant shall not enter into subcontracts for services provided under this Agreement except as noted in the Scope of Work, without the express written Page 4 of 13 2017 06 01 consent of the City. The Consultant shall pay any subcontractor involved in the performance of this Agreement within ten (10) days of the Consultant's receipt of payment by the City for undisputed services provided by the subcontractor. If the Consultant fails within that time to pay the subcontractor any undisputed amount for which the Consultant has received payment by the City, the Consultant shall pay interest to the subcontractor on the unpaid amount at the rate of 1.5 percent per month or any part of a month. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Consultant shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Consultant shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 10. Independent Consultant. Consultant is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Agreement, who shall be employees, and under the direction, of Consultant and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Consultant an employee of the City. 11. Insurance. a. General Liability. Prior to starting the Work, Consultant shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Consultant or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, or required by law. b. Consultant shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General $1,000,000 property damage and bodily Liability injury per occurrence $2,000,000 general aggregate $2,000,000 Products – Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Page 5 of 13 2017 06 01 Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. d. Professional Liability Insurance. In addition to the coverages listed above, Consultant shall maintain a professional liability insurance policy in the amount of $2,000,000. Said policy need not name the City as an additional insured. It shall be Consultant’s responsibility to pay any retention or deductible for the professional liability insurance. Consultant agrees to maintain the professional liability insurance for a minimum of two (2) years following termination of this Agreement. e. Consultant shall maintain “stop gap” coverage if Consultant obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. f. All policies, except the Worker’s Compensation Policy, Automobile Policy, and Professional Liability Policy, shall name the “City of Eden Prairie” as an additional insured including products and completed operations. g. All policies, except the Professional Liability Policy, shall apply on a “per project” basis. h. All General Liability policies, Automobile Liability policies and Umbrella policies shall contain a waiver of subrogation in favor of the City. i. All policies, except for the Worker’s Compensation Policy and the Professional Liability Policy, shall be primary and non-contributory. j. All polices, except the Worker’s Compensation Policy, shall insure the defense and indemnity obligations assumed by Consultant under this Agreement. The Professional Liability policy shall insure the defense and indemnity obligations assumed by Consultant under this Agreement except with respect to the liability for Page 6 of 13 2017 06 01 loss or damage resulting from the negligence or fault of anyone other than the Consultant or others for whom the Consultant is legally liable. k. Consultant agrees to maintain all coverage required herein throughout the term of the Agreement and for a minimum of two (2) years following City’s written acceptance of the Work. l. It shall be Consultant’s responsibility to pay any retention or deductible for the coverages required herein. m. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days’ prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days’ prior notice to the City. n. Consultant shall maintain in effect all insurance coverages required under this Paragraph at Consultant’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing. o. A copy of the Consultant’s Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Consultant’s Work. Upon request a copy of the Consultant’s insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Consultant has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Consultant of any deficiencies in such documents and receipt thereof shall not relieve Consultant from, nor be deemed a waiver of, City’s right to enforce the terms of Consultant’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. p. Effect of Consultant’s Failure to Provide Insurance. If Consultant fails to provide the specified insurance, then Consultant will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Consultant, its subcontractors, agents, employees or delegates. Consultant agrees that Page 7 of 13 2017 06 01 this indemnity shall be construed and applied in favor of indemnification. Consultant also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Consultant to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Consultant's insurance company. Consultant will take the action required by the City within fifteen (15) days of receiving notice from the City. 12. Indemnification. Consultant will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Agreement by Consultant, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Consultant, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Consultant harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 13. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Agreement (“Information”) shall become the property of the City, but Consultant may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Consultant also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Agreement (“Project”) does not relieve any liability on the part of the Consultant, but any use of the Information by the City or the Consultant beyond the scope of the Project is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 14. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in Page 8 of 13 2017 06 01 the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. GENERAL TERMS AND CONDITIONS 15. Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 16. Compliance with Laws and Regulations. In providing services hereunder, the Consultant shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 17. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. 19. Damages. In the event of a breach of this Agreement by the City, Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 20. Employees. Contractor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Contractor prior to termination of this Agreement and for one (1) year thereafter, without prior written consent of the former employer in each case. 21. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Agreement or thereafter of any of the rights or remedies of the City under this Agreement. 22. Entire Agreement, Construction, Application and Interpretation. This Agreement is in furtherance of the City’s public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. Page 9 of 13 2017 06 01 23. Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. 24. Non-Discrimination. During the performance of this Agreement, the Consultant shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Consultant shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Consultant shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Consultant further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 25. Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Agreement if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 26. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 27. Services Not Provided For. No claim for services furnished by the Consultant not specifically provided for herein shall be honored by the City. 28. Severability. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 29. Statutory Provisions. a. Audit Disclosure. The books, records, documents and accounting procedures and practices of the Consultant or other parties relevant to this Agreement are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. Page 10 of 13 2017 06 01 b. Data Practices. Any reports, information, or data in any form given to, or prepared or assembled by the Consultant under this Agreement which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by Consultant in performing any of the functions of the City during performance of this Agreement is subject to the requirements of the Data Practice Act and Consultant shall comply with those requirements as if it were a government entity. All subcontracts entered into by Consultant in relation to this Agreement shall contain similar Data Practices Act compliance language. 30. Waiver. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. Executed as of the day and year first written above. CITY OF EDEN PRAIRIE Mayor City Manager CONSULTANT By: Its: Page 11 of 13 2017 06 01 Exhibit A Scope of Services Page 12 of 13 2017 06 01 Page 13 of 13 2017 06 01 CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Joe Dusek Public Works/Utilities ITEM DESCRIPTION: Award Contract to Traut Wells for the Construction of Municipal Well No. 17 ITEM NO.: VIII.H. Requested Action Move to: Award the contract for the construction of Municipal Well No. 17 to Traut Wells, Inc. of Waite Park, MN, in the amount of $531,037.00. Synopsis The City of Eden Prairie Utilities Division legally advertised for the construction of municipal water well No. 17, which will be located at 14600 Village Woods Drive. Sealed bids were opened and read aloud on March 31, 2022. A total of one (1) bid was received for the project. Traut Wells bid was $43,963.00 lower than the engineer’s estimate. Background Information In accordance with the Utility Division Capital Improvements plan, Well No. 17 is a deep-water municipal well to be completed in the Jordan Aquifer which will meet the per-capita water demands of the planned population of the city. The project will consist of constructing and developing a well, test pumping, and water analysis. Funds for this project are available and will be paid from Water Access Charges (WAC). Attachments Letter of Recommendation with Bid Tab Copy of Contract April 4, 2022 Mr. Joe Dusek Water Treatment Supervisor City of Eden Prairie Re: Recommendation for Notice of Award Well No. 17 City of Eden Prairie, Minnesota Dear Mr. Dusek: Pursuant to the authority of the Eden Prairie City Council and following proper legal advertisement the bid opening for the Well No. 17 Project was conducted on Thursday March 31, 2022, at 2:00 P.M. at City Hall. A total of one (1) sealed bid was received for the project. The bid was completed in accordance with the project requirements and opened and read aloud. The four well contractors that generally perform this type of work were contacted and made aware of the project. The project consists of: Construction of Municipal Well No. 17: Generally, includes constructing and developing a well, test pumping, and water analysis. The attached bid tabulation presents a comparison of the bid to the Engineer’s opinion of probable cost for the project. Based on a review of the bid received and pending City official’s acceptance of the contract price, Advanced Engineering and Environmental Services, Inc. (AE2S) recommends that the City of Eden Prairie award a construction contract to Traut Companies of Waite Park, MN in the amount of $531,037. The bid is reasonable and below the estimate. AE2S truly appreciates the opportunity to be able to work with the City of Eden Prairie on this project for the City. Should you or anyone at the City have any questions or comments regarding this letter, please feel free to contact me directly at 612-810-7422. Sincerely, Nancy Zeigler, PE Project Manger Attachment Contractor Acknowledge Addendum 1Bid SecurityContractor's MN License or Renewal CertificateResponsible Contractor CertificationsNon-Collusion AffidavitCompleted Bid FormSchedule A: Well No. 17 Construction Sum of Items A1 - A23 Inclusive Using Cable Tool Method Sum of Items A1 - A23 Inclusive Using Dual Rotary Method 1 Traut Companies $531,037.00 NA $531,037.00 2 3 4 5 Engineer's Estimate $575,000.00 Name Advanced Engineering and Environmental Services, LLC Water Tower Place Business Center 6901 E Fish Lake Rd, Suite 184 Maple Grove, MN 55369 Tel: 763-763-5036 Eden Prairie Well No. 17 City of Eden Prairie Eden Prairie, MN AE2S Project No. 02009-2008-000 Bid Opening 2:00 PM CDT, Thursday, March 31, 2022 SHORT FORM CONSTRUCTION CONTRACT THIS AGREEMENT, made and executed this _____ day of __________ 20__, by and between City of Eden Prairie hereinafter referred to as the "CITY", and ___________________________, hereinafter referred to as the "CONTRACTOR", WITNESSETH: CITY AND CONTRACTOR, for the consideration hereinafter stated, agrees as follows: I. CONTRACTOR hereby covenants and agrees to perform and execute all the provisions of the Plans and Specifications prepared by the Public Works Department referred to in Paragraph IV, as provided by the CITY for: I.C. ______________________________________________________________ CONTRACTOR further agrees to do everything required by this Agreement and the Contract Document. II. CITY agrees to pay and CONTRACTOR agrees to receive and accept payment in accordance with the prices bid for the unit or lump sum items as set forth in the Proposal Form attached hereto which prices conform to those in the accepted CONTRACTOR'S proposal on file in the office of the City Engineer. The aggregate sum of such prices, based on estimated required quantities is estimated to be $ . III. Payments to CONTRACTOR by City shall be made as provided in the Contract Documents. IV. The Contract Documents consist of the following component parts: (1) Legal and Procedural Documents a. Advertisement for Bids b. Instruction to Bidders b. Proposal Form c. Construction Short Form Agreement d. Contractor's Performance Bond e. Contractor's Payment Bond (2) Special Conditions (3) Detail Specifications (4) General Conditions (5) Plans (6) Addenda and Supplemental Agreements The Contract Documents are hereby incorporated with this Agreement and are as much a part of this Agreement as if fully set forth herein. This Agreement and the Contract Documents are the Contract. V. CONTRACTOR agrees to fully and satisfactorily complete the work contemplated by this Agreement in accordance with the following schedule: Or in accordance with the Contract Documents. VI. This Agreement shall be executed in two (2) copies. IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands and seals as of the date first above written. In Presence Of: CITY OF EDEN PRAIRIE __________________________________ By ________________________________ Its City Mayor __________________________________ By_______________________________ Its City Manager CONTRACTOR In Presence Of: ____________________________________ __________________________________ By ________________________________ Its __________________________ __________________________________ _______________________________ Its __________________________ CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT / DIVISION: Megan Larson Public Works/ Engineering ITEM DESCRIPTION: I.C. 22827 Approve Professional Services Agreement with SRF Consulting Group, Inc. for the Riverview Road Guardrail Improvement Project ITEM NO.: VIII.I. Requested Action Move to: Approve Professional Services Agreement with SRF Consulting Group, Inc. for the Riverview Road Guardrail Improvement Project in the amount of $30,000. Synopsis This Professional Services Agreement will provide design services to replace the guardrail located on the south side of Riverview Road, approximately 1,500 feet west of Highway 169. Background The existing cable guardrail system along the south side of Riverview Road has been damaged and is in need of replacement. A replacement steel beam guardrail system is preferred to enhance safety along this stretch of Riverview Road. Design would begin immediately with construction to be completed this year. Financial Implications The Professional Services Agreement with SRF has a cost of $30,000. The project will be funded utilizing the Transportation Fund and the Capital Maintenance & Reinvestment Fund for right of way maintenance and repairs. Attachment Professional Services Agreement 2021 04 22 Riverview Road Guardrail Improvement Version 2021 04 22 Agreement for Professional Services This Agreement (“Agreement”) is made on the 3rd day of May, 2022, between the City of Eden Prairie, Minnesota (hereinafter “City”), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and SRF Consulting Group, Inc. (“Consultant”), a Minnesota corporation (hereinafter “Consultant”) whose business address is 3701 West Wayzata Boulevard, Suite 100, Minneapolis, MN 55416. Preliminary Statement The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of professional services by Consultant for the Riverview Road Guardrail Improvement project hereinafter referred to as the “Work”. The City and Consultant agree as follows: 1. Scope of Work. The Consultant agrees to provide the professional services shown in Exhibit A (SRF Proposal Letter dated April 18, 2022) in connection with the Work. Exhibit A is intended to be the scope of service for the work of the Consultant. Any general or specific conditions, terms, agreements, consultant or industry proposal, or contract terms attached to or a part of Exhibit A are declined in full and, accordingly, are deleted and shall not be in effect in any manner. 2. Term. The term of this Agreement shall be from May 3, 2022 through September 30, 2022 the date of signature by the parties notwithstanding. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 3. Compensation for Services. City agrees to pay the Consultant on an hourly basis plus expenses in a total amount not to exceed $30,000 for the services as described in Exhibit A. a. Any changes in the scope of the work which may result in an increase to the compensation due the Consultant shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. Special Consultants may be utilized by the Consultant when required by the complex or specialized nature of the Project and when authorized in writing by the City. c. If Consultant is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental Riverview Road Guardrail Improvements Page 2 of 10 2021 04 22 actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Consultant will be entitled to payment for its reasonable additional charges, if any, due to the delay. 4. City Information. The City agrees to provide the Consultant with the complete information concerning the Scope of the Work and to perform the following services: a. Access to the Area. Depending on the nature of the Work, Consultant may from time to time require access to public and private lands or property. As may be necessary, the City shall obtain access to and make all provisions for the Consultant to enter upon public and private lands or property as required for the Consultant to perform such services necessary to complete the Work. b. Consideration of the Consultant's Work. The City shall give thorough consideration to all reports, sketches, estimates, drawings, and other documents presented by the Consultant, and shall inform the Consultant of all decisions required of City within a reasonable time so as not to delay the work of the Consultant. c. Standards. The City shall furnish the Consultant with a copy of any standard or criteria, including but not limited to, design and construction standards that may be required in the preparation of the Work for the Project. d. City's Representative. A person shall be appointed to act as the City's representative with respect to the work to be performed under this Agreement. He or she shall have complete authority to transmit instructions, receive information, interpret, and define the City's policy and decisions with respect to the services provided or materials, equipment, elements and systems pertinent to the work covered by this Agreement. 5. Method of Payment. The Consultant shall submit to the City, on a monthly basis, an itemized invoice for professional services performed under this Agreement. Invoices submitted shall be paid in the same manner as other claims made to the City for: a. Progress Payment. For work reimbursed on an hourly basis, the Consultant shall indicate for each employee, his or her name, job title, the number of hours worked, rate of pay for each employee, a computation of amounts due for each employee, and the total amount due for each project task. Consultant shall verify all statements submitted for payment in compliance with Minnesota Statutes Sections 471.38 and 471.391. For reimbursable expenses, if provided for in Exhibit A, the Consultant shall provide an itemized listing and such documentation as reasonably required by the City. Each invoice shall contain the City’s project number and a progress summary showing the original (or amended) amount of the contract, current billing, past payments and unexpended balance of the contract. b. Suspended Work. If any work performed by the Consultant is suspended in whole or in part by the City, the Consultant shall be paid for any services set forth on Riverview Road Guardrail Improvements Page 3 of 10 2021 04 22 Exhibit A performed prior to receipt of written notice from the City of such suspension. c. Payments for Special Consultants. The Consultant shall be reimbursed for the work of special consultants, as described herein, and for other items when authorized in writing by the City. d. Claims. To receive any payment on this Agreement, the invoice or bill must include the following signed and dated statement: “I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid.” 6. Project Manager and Staffing. The Consultant shall designated a Project Manager and notify the City in writing of the identity of the Project Manager before starting work on the Project. The Project Manager shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Consultant may not remove or replace the Project Manager without the approval of the City. 7. Standard of Care. Consultant shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Consultant shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Consultant's breach of this standard of care. Consultant shall put forth reasonable efforts to complete its duties in a timely manner. Consultant shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Consultant shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 8. Termination. This Agreement may be terminated by either party by seven (7) days written notice delivered to the other party at the address written above. Upon termination under this provision, if there is no fault of the Consultant, the Consultant shall be paid for services rendered and reimbursable expenses until the effective date of termination. If however, the City terminates the Agreement because the Consultant has failed to perform in accordance with this Agreement, no further payment shall be made to the Consultant, and the City may retain another consultant to undertake or complete the Work identified herein. 9. Subcontractor. The Consultant shall not enter into subcontracts for services provided under this Agreement except as noted in the Scope of Work, without the express written consent of the City. The Consultant shall pay any subcontractor involved in the performance of this Agreement within ten (10) days of the Consultant's receipt of payment by the City for undisputed services provided by the subcontractor. If the Consultant fails within that time to pay the subcontractor any undisputed amount for which the Consultant has received payment by the City, the Consultant shall pay interest to the subcontractor on the unpaid amount at the rate of 1.5 percent per month or any part of a month. The Riverview Road Guardrail Improvements Page 4 of 10 2021 04 22 minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Consultant shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Consultant shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 10. Independent Consultant. Consultant is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Agreement, who shall be employees, and under the direction, of Consultant and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Consultant an employee of the City. 11. Insurance. a. General Liability. Prior to starting the Work, Consultant shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Consultant or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, or required by law. b. If Consultant’s insurance does not afford coverage on behalf of subcontractors, Consultant must require and verify that all subcontractors maintain insurance meeting all the requirements of this paragraph 11, and Consultant must include in its contract with subcontractors the requirement that the City be listed as an additional insured on insurance required from subcontractors. In such case, prior to a subcontractor performing any Work covered by this Agreement, Consultant must: (i) provide the City with a certificate of insurance issued by the subcontractor’s insurance agent indicating that the City is an additional insured on the subcontractor’s insurance policy; and (ii) submit to the City a copy of Consultant’s agreement with the subcontractor for purposes of the City’s review of compliance with the requirements of this paragraph 11. c. Consultant shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General $1,000,000 property damage and bodily Liability injury per occurrence $2,000,000 general aggregate $2,000,000 Products – Completed Operations Riverview Road Guardrail Improvements Page 5 of 10 2021 04 22 Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 d. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. e. Professional Liability Insurance. In addition to the coverages listed above, Consultant shall maintain a professional liability insurance policy in the amount of $2,000,000. Said policy need not name the City as an additional insured. It shall be Consultant’s responsibility to pay any retention or deductible for the professional liability insurance. Consultant agrees to maintain the professional liability insurance for a minimum of two (2) years following termination of this Agreement. f. Consultant shall maintain “stop gap” coverage if Consultant obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. g. All policies, except the Worker’s Compensation Policy, Automobile Policy, and Professional Liability Policy, shall name the “City of Eden Prairie” as an additional insured including products and completed operations. h. All policies, except the Professional Liability Policy, shall apply on a “per project” basis. i. All General Liability policies, Automobile Liability policies and Umbrella policies shall contain a waiver of subrogation in favor of the City. j. All policies, except for the Worker’s Compensation Policy and the Professional Liability Policy, shall be primary and non-contributory. k. All polices, except the Worker’s Compensation Policy, shall insure the defense and indemnity obligations assumed by Consultant under this Agreement. The Professional Riverview Road Guardrail Improvements Page 6 of 10 2021 04 22 Liability policy shall insure the defense and indemnity obligations assumed by Consultant under this Agreement except with respect to the liability for loss or damage resulting from the negligence or fault of anyone other than the Consultant or others for whom the Consultant is legally liable. l. Consultant agrees to maintain all coverage required herein throughout the term of the Agreement and for a minimum of two (2) years following City’s written acceptance of the Work. m. It shall be Consultant’s responsibility to pay any retention or deductible for the coverages required herein. n. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days’ prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days’ prior notice to the City. o. Consultant shall maintain in effect all insurance coverages required under this Paragraph at Consultant’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing. p. A copy of the Consultant’s Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Consultant’s Work. Upon request a copy of the Consultant’s insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Consultant has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Consultant of any deficiencies in such documents and receipt thereof shall not relieve Consultant from, nor be deemed a waiver of, City’s right to enforce the terms of Consultant’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. q. Effect of Consultant’s Failure to Provide Insurance. If Consultant fails to provide the specified insurance, then Consultant will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the Riverview Road Guardrail Improvements Page 7 of 10 2021 04 22 negligent or otherwise wrongful act or omission (including breach of contract) of Consultant, its subcontractors, agents, employees or delegates. Consultant agrees that this indemnity shall be construed and applied in favor of indemnification. Consultant also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Consultant to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Consultant's insurance company. Consultant will take the action required by the City within fifteen (15) days of receiving notice from the City. 12. Indemnification. Consultant will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Agreement by Consultant, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Consultant, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Consultant harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 13. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Agreement (“Information”) shall become the property of the City, but Consultant may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Consultant also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Agreement (“Project”) does not relieve any liability on the part of the Consultant, but any use of the Information by the City or the Consultant beyond the scope of the Project is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 14. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for Riverview Road Guardrail Improvements Page 8 of 10 2021 04 22 mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. GENERAL TERMS AND CONDITIONS 15. Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 16. Compliance with Laws and Regulations. In providing services hereunder, the Consultant shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 17. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. 19. Damages. In the event of a breach of this Agreement by the City, Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 20. Employees. Contractor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Contractor prior to termination of this Agreement and for one (1) year thereafter, without prior written consent of the former employer in each case. 21. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Agreement or thereafter of any of the rights or remedies of the City under this Agreement. 22. Entire Agreement, Construction, Application and Interpretation. This Agreement is in furtherance of the City’s public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Riverview Road Guardrail Improvements Page 9 of 10 2021 04 22 Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 23. Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. 24. Non-Discrimination. During the performance of this Agreement, the Consultant shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Consultant shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Consultant shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Consultant further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 25. Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Agreement if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 26. Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 27. Services Not Provided For. No claim for services furnished by the Consultant not specifically provided for herein shall be honored by the City. 28. Severability. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 29. Statutory Provisions. a. Audit Disclosure. The books, records, documents and accounting procedures and practices of the Consultant or other parties relevant to this Agreement are subject to Riverview Road Guardrail Improvements Page 10 of 10 2021 04 22 examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. b.Data Practices. Any reports, information, or data in any form given to, or preparedor assembled by the Consultant under this Agreement which the City requests to be keptconfidential, shall not be made available to any individual or organization without theCity's prior written approval. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected,received, stored, used, maintained, or disseminated by Consultant in performing any of thefunctions of the City during performance of this Agreement is subject to the requirementsof the Data Practice Act and Consultant shall comply with those requirements as if it were a government entity. All subcontracts entered into by Consultant in relation to this Agreement shall contain similar Data Practices Act compliance language. 30.Waiver. Any waiver by either party of a breach of any provisions of this Agreement shallnot affect, in any respect, the validity of the remainder of this Agreement. Executed as of the day and year first written above. ___ _____ _____ CITY OF EDEN PRAIRIE __________________________ Mayor ______________________________ City Manager CONSULTANT ___________________________By: Paul MartensIts: CFO www.srfconsulting.com 3701 Wayzata Boulevard, Suite 100 | Minneapolis, MN 55416-3791 | 763.475.0010 Equal Employment Opportunity/Affirmative Action Employer SRF No. 15725.PP April 18, 2022 Carter Schulze, PE Assistant City Engineer City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Subject: Proposal for Professional Services for Riverview Road Guardrail Improvement Eden Prairie, Minnesota Dear Carter Schulze: Based on your request, SRF Consulting Group, Inc. (SRF) is pleased to submit this proposal to provide professional services for the Riverview Road guardrail final design. Based on our discussions, the City intends to remove the current cable guardrail system along the south side of Riverview Road approximately 1,500 feet west of Highway 169 and replace it with a new steel beam guardrail system. The new guardrail will remain in place until Riverview Road is reconstructed, likely 8 to 10 years in the future. SRF will review the existing conditions and site topography and design the new guardrail system to meet current MnDOT State Aid standards. SRF will prepare construction plans, project specifications, and cost estimates, and the final plans will be submitted to the City for approval. We understand that the City will contact Braun Intertec and request soil samples and geotechnical recommendations including possible soil stabilization methods within the project area. Scope of Services We propose to carry out the work as described in the following tasks: 1. Project management includes staff and client coordination, invoices, and check-in meetings as needed. 2. Place GSOC and log facility location maps and utility owner information. 3. Data gathering includes site visit and setting up CAD base files for existing conditions and utilities. 4. Coordination with Geotechnical engineer. 5. Work with City for coordination with adjacent property owners to inform them of the project goals, impacts, and construction limits. 6. Preliminary design includes preliminary plan sheet preparation, identification of Standard Plans for Guardrail, grading, and turf establishment. Submit preliminary plans (60% design) to City for review; incorporate comments. 7. Perform QC check of preliminary design. Carter Schulze, PE April 18, 2022 City of Eden Prairie Page 2 8. Final design includes preparation of final plans, specifications, and cost estimates. 9. Perform QC check of final design plans, specifications, and estimates. 10. Submit Final PS&E (Draft 100%) to City for review and incorporate comments. 11. Assist City with bidding; assumes construction cost will be less than $175,000 and City will not be required to go through a formal advertising process; City will select a contractor by getting quotes. 12. Construction assistance includes survey staking and general support; assumes City will complete construction administration and on-site observation. In preparing this scope of work we have made the following assumptions: The City will provide CAD base mapping files; Construction plans will be reviewed by City staff; Any permitting tasks required for the project will be completed by the City. Schedule/Budget We understand the City intends to have the improvements completed as quickly as possible. SRF is ready to proceed upon your authorization and we will complete this work within a mutually agreed- upon time schedule. Based on our understanding of the project the cost of our services is not to exceed $30,000, which includes both time and expenses. We appreciate your consideration of this proposal and look forward to working with you on this project. Please feel free to contact us if you have any questions or need additional information. Sincerely, SRF CONSULTING GROUP, INC. Matthew D. Hansen, PE (MN,ID) LS (MN,IA) Project Director - Civil Design MDH/jwm This cost proposal is valid for a period of 90 days. SRF reserves the right to adjust its cost estimate after 90 days from the date of this proposal. S:\Marketing\Proposals\2022 Letter Proposals\15725.PP Eden Prairie Riverview Road Guardrail\CarterSchulzeLetterFinal_R1.docx CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Scott Riley Public Works / Streets ITEM DESCRIPTION: I.C. 18830 Award Contract for Mudjacking to Northstar Mudjacking And More ITEM NO.: VIII.J. Requested Action Move to: Award the Contract for the 2022 Mudjacking of curb and sidewalk panels to Northstar Mudjacking and More at the unit prices as indicated in the quote summary with costs not to exceed $50,000.00. Synopsis A request for quotes was sent out for the Mudjacking of curb and sidewalk panels on April 13, 2022. Quotes were received by April 21, 2022 with Northstar Mudjacking and More being the lowest qualifying bid. Bidder Estimate Northstar Mudjacking and More $6.25/LF of Curb and $39.25/5X5 Sidewalk Panel Metro Concrete Raising No Bid Background Information This contract aims to help Streets and Parks Division Staff with the preservation of curb and sidewalk infrastructure. Decreasing trip hazards on walks and maintaining positive flow of storm water throughout the city and in the overlay area. Attachment Signed Contract with Quote 2018 08 01 Construction Contract This Contract (“Contract”) is made on the 3rd day of May, 2022, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and Northstar Mudjacking & More, a Minnesota company (hereinafter "Contractor") whose business address is 11400 E 280th Street, Webster, MN 55088. . Preliminary Statement The City has adopted a policy regarding the selection and hiring of contractors to provide a variety of services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Contract is to set forth the terms and conditions for the provision of services by Contractor for mudjacking of concrete curb, gutter, and sidewalk panels throughout The City (hereinafter referred to as the "Work"). The City and Contractor agree as follows: 1. Scope of Work/Proposal. The Contractor agrees to provide, perform and complete all the provisions of the Work in accordance with the attached Exhibit A and Exhibit B. 2. Time of Commencement and Completion. The Work to be performed under this Contract shall be commenced immediately after execution of this Contract. The Work shall be completed by November 30, 2022. 3. Compensation for Services. City agrees to pay the Contractor a cost not to exceed $50,000 based on unit prices described in Exhibit A (Quote Letter) as full and complete payment for the labor, materials and services rendered pursuant to this Contract and as described in Exhibit B (Special Provisions). a. Any changes in the scope of the work which may result in an increase to the compensation due the Contractor shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. If Contractor is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. Standard Construction Contract 2018 08 01 Page 2 of 14 4. Method of Payment. The Contractor shall submit to the City, on a monthly basis, an itemized invoice for services performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. a. Invoices. Contractor shall verify all statements submitted for payment in compliance with Minnesota Statutes Sections 471.38 and 471.391. For reimbursable expenses, if provided for in Exhibit A, the Contractor shall provide an itemized listing and such documentation as reasonably required by the City. Each invoice shall contain the City’s project number and a progress summary showing the original (or amended) amount of the contract, current billing, past payments and unexpended balance of the contract. Each invoice shall be accompanied by general lien waiver and further lien waivers from all subcontractors on the project waiving liens for work for which payment was requested by Contractor and paid for by City on the preceding invoice. b. Claims. To receive any payment on this Contract, pursuant to Minn. Stat. 471.38, the invoice or bill must include the following signed and dated statement: “I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid.” c. Final Payment. Contractor’s request for final payment shall be accompanied by Contractor’s affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or its property might in any way be responsible, have been paid or otherwise satisfied. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by the City to the Contractor when the Work has been completed, the Contract fully performed, and the City accepts the Work in writing. The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of Application for Final Payment. d. Income Tax Withholding. No final payment shall be made to the Contractor until the Contractor has provided satisfactory evidence to the City that the Contractor and each of its subcontracts has complied with the provisions of Minn. Stat. Section 290.92 relating to withholding of income taxes upon wages. A certificate by the Commissioner of Revenue shall satisfy this requirement. 5. Standard of Care. Contractor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Contractor shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Contractor's breach of this standard of care. Contractor shall put forth reasonable efforts to complete its duties in a timely manner. Contractor shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Contract. Contractor shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. Standard Construction Contract 2018 08 01 Page 3 of 14 6. Project Manager and Staffing. The Contractor shall designated a Project Manager and notify the City in writing of the identity of the Project Manager before starting work on the Project. The Project Manager shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Contractor may not remove or replace the Project Manager without the approval of the City. 7. Condition and Inspection. All goods and other materials furnished under this Contract shall be new and in current manufacture, unless otherwise specified, and all goods and work shall be of good quality, free from faults and defects and in conformance with this Contract. All goods and work not conforming to these requirements shall be considered defective. Goods shall be subject to inspection and testing by the City. Defective goods or goods not in current manufacture may be returned to the Contractor at the Contractor’s expense. 8. Correction of Work. The Contractor shall promptly correct all Work rejected by the City as defective or as failing to conform under this Contract whether observed before or after completion of the Work and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work. 9. Warranty. The Contractor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Contract and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Contract, from the date of City’s written acceptance of the Work. The City’s rights under the Contractor’s warranty are not the City’s exclusive remedy. The City shall have all other remedies available under this Contract, at law or in equity. Should any defects develop in the materials, workmanship or operation of the system within the specified period, upon notice from the City, the Contractor agrees, within ten (10) calendar days after receiving written notice and without expense to the City, to repair, replace and in general to perform all necessary corrective Work with regard to the defective or nonconforming Work or materials to the satisfaction of the City. THE FOREGOING SHALL NOT IN ANY MANNER LIMIT THE CITY’S REMEDY OR THE CONTRACTOR’S LIABILITY TO THOSE DEFECTS APPEARING WITHIN THE WARRANTY PERIOD. The Contractor agrees to perform the Work in a manner and at a time so as to minimize any damages sustained by the City and so as to not interfere with or in any way disrupt the operation of the City or the public. The corrective Work referred to above shall include without limitation, (a) the cost of removing the defective or nonconforming Work and materials from the site, (b) the cost of correcting all Work of other Contractors destroyed or damaged by defective or nonconforming Work and materials including the cost of removal of such damaged Work and materials form the site, and (c) the cost of correcting all damages to Work of other Contractors caused by the removal of the defective or nonconforming Work or materials. The Contractor shall post bonds to secure the warranties. Standard Construction Contract 2018 08 01 Page 4 of 14 10. Private Property. The Contractor shall not enter upon private property for any purpose without having previously obtained permission from the City. The Contractor shall be responsible for the preservation of, and shall use every precaution to prevent damage to all trees, shrubbery, plants, lawns, fences, culverts, bridges, pavements, driveways, sidewalks, etc.; all water, sewer and gas lines; all conduits; all overhead pole lines or appurtenances thereof; and all other public or private property along or adjacent to the work. 11. Removal of Construction Equipment, Tools and Supplies. At the termination of this Contract, before acceptance of the Work by the City, the Contractor shall remove all of Contractor’s equipment, tools and supplies from the property of the City. Should the Contractor fail to remove such equipment, tools and supplies, the City shall have the right to remove them and deduct the cost of removal from any amount owed to Contractor. 12. Suspension of Work by City. The City may at any time suspend the Work, or any part thereof, by giving ten (10) days' notice to the Contractor in writing. The work shall be resumed by the Contractor within ten (10) days after the date fixed in the written notice from the City to the Contractor to resume. If the City’s suspension of all or part of the Work causes additional expenses not due to the fault or negligence of the Contractor, the City shall reimburse the Contractor for the additional expense incurred due to suspension of the work. Claims for such compensation, with complete substantiating records, shall be filed with the City within ten (10) days after the date of order to resume Work in order to receive consideration. This paragraph shall not be construed as entitling the Contractor to compensation for delays due to inclement weather, failure to furnish additional surety or sureties specified herein, for suspension made at the request of the Contractor, or for any other delay provided for in this Contract. 13. City’s Right to Carry Out the Work. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract or fails to perform any provisions of the Contract, the City may, after ten (10) days written notice to the Contractor and without prejudice to any other remedy the City may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payment then or thereafter due the Contractor the cost of correcting such deficiencies. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City. 14. City’s Right to Terminate Contract and Complete the Work. The City has the right to terminate this Contract for any of the following reasons: a. The Contractor is adjudged bankrupt, makes a general assignment for the benefit of creditors, or becomes insolvent; b. Failure of Contractor to supply adequate properly skilled workmen or proper materials; c. Failure of Contractor to make prompt payment to subcontractor for material or labor; d. Any disregard of laws, ordinances or proper instructions of the City; e. Assignment or work without permission of the City; Standard Construction Contract 2018 08 01 Page 5 of 14 f. Abandonment of the work by Contractor; g. Failure to meet the work progress schedule set forth in this Contract; h. Unnecessary delay which, in the judgment of the City, will result in the work not being completed in the prescribed time. Termination of the Contract shall be preceded by ten (10) days written notice by the City to the Contractor and its surety stating the grounds for termination and the measures, if any, which must be taken to assure compliance with the Contract. The Contract shall be terminated at the expiration of such ten (10) day period unless the City Council shall withdraw its notice of termination. Upon termination of the Contract by the City, the City may, without prejudice to any other remedy the City may have, take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever methods the City may deem expedient at the Contractor’s expense. Upon Contract termination, the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the contract price exceeds the expense of finishing the Work, including compensation for additional managerial and administrative services, the excess shall be paid to the Contractor. If such expense exceeds the unpaid balance, the Contractor shall pay the difference to the City. In the event that the Contractor abandons the Work, fails or refuses to complete the Work or fails to pay just claims for labor or material, the City reserves the right to charge against the Contractor all legal, engineering, or other costs resulting from such abandonment, failure or refusal. Legal costs will include the City's cost of prosecuting or defending any suit in connection with such abandonment, failure or refusal, and non-payment of claims wherein the City is made co-defendant, and the Contractor agrees to pay all costs, including reasonable attorney's fees. 15. Contractor’s Right to Terminate Contract. The Contractor may terminate this Contract upon ten (10) days written notice to the City for any of the following reasons: a. If an order of any court or other public authority caused the Work to be stopped or suspended for a period of 90 days through no act or fault of the Contractor or its employees. b. If the City should fail to pay any undisputed sum owed Contractor within forty-five (45) days after the sum becomes due. 16. Subcontractor. The Contractor shall bind every subcontractor and every subcontractor shall agree to be bound by the terms of this Contract as far as applicable to its work, unless specifically noted to the contrary in a subcontract approved in writing as adequate by the City. Standard Construction Contract 2018 08 01 Page 6 of 14 The Contractor shall pay any subcontractor involved in the performance of this Contract within the ten (10) days of the Contractor's receipt of payment by the City for undisputed services provided by the subcontractor. If the Contractor fails within that time to pay the subcontractor any undisputed amount for which the Contractor has received payment by the City, the Contractor shall pay interest to the subcontractor on the unpaid amount at the rate of 1.5 percent per month or any part of a month. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Contractor shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 17. Responsible Contractor Contractor warrants under oath that Contractor is in compliance with the minimum criteria required of a “responsible contractor” as that term is defined in Minnesota Statutes § 16C.285, subd. 3. Contractor has provided to City a list of all of its first-tier subcontractors and motor carriers that it intends to retain for work on the project. The Contractor has obtained from all subcontractors and motor carriers with which it will have a direct contractual relationship a signed statement under oath by an owner or officer verifying that the subcontractor or motor carrier meets all of the minimum criteria in § 16C.285, subd. 3. If Contractor retains additional subcontractors or motor carriers on the project after submitting its verification of compliance, the Contractor shall obtain verification of compliance from each additional subcontractor and motor carrier with which it has a direct contractual relationship and shall submit to the City a supplemental verification confirming the subcontractor’s and motor carrier’s compliance with subdivision 3, clause (7), within 14 days of retaining the additional subcontractors or motor carriers. Contractor shall submit to the City upon request copies of the signed verifications of compliance from all subcontractors and motor carriers of any tier pursuant to Minn. Stat. § 16C.285, subd. 3(7). A false statement under oath, by Contractor, subcontractor, or motor carrier, verifying compliance with any of the minimum criteria may result in termination of the Contract. 18. Independent Contractor. Contractor is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Contract, who shall be employees, and under the direction, of Contractor and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Contractor an employee of the City. 19. Insurance. a. General Liability. Prior to starting the Work, Contractor shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Contractor or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in Standard Construction Contract 2018 08 01 Page 7 of 14 this Paragraph, required by law, or the insurance coverage actually obtained by Contractor, whichever is greater. b. Contractor shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General $1,000,000 property damage and bodily Liability injury per occurrence $2,000,000 general aggregate $2,000,000 Products – Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. d. Contractor shall maintain “stop gap” coverage if Contractor obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. e. All policies, except the Worker’s Compensation Policy, shall name the “City of Eden Prairie” as an additional insured. f. All policies, except Worker’s Compensation Policy, and Professional Liability Policy, shall name the “City of Eden Prairie” as an additional insured including products and completed operations. Standard Construction Contract 2018 08 01 Page 8 of 14 g. All polices shall contain a waiver of subrogation in favor of the City. h. All General Liability policies, Automobile Liability policies, and Umbrella policies shall contain a waiver of subrogation in favor of the City. i. All polices, except the Worker’s Compensation Policy, shall insure the defense and indemnity obligations assumed by Contractor under this Contract. j. Contractor agrees to maintain all coverage required herein throughout the term of the Contract and for a minimum of two (2) years following City’s written acceptance of the Work. k. It shall be Contractor’s responsibility to pay any retention or deductible for the coverage’s required herein. l. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days’ prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days’ prior notice to the City. m. Contractor shall maintain in effect all insurance coverages required under this Paragraph at Contractor’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing. n. A copy of the Contractor’s Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Contractor’s Work. Upon request a copy of the Contractor’s insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Contractor has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Contractor of any deficiencies in such documents and receipt thereof shall not relieve Contractor from, nor be deemed a waiver of, City’s right to enforce the terms of Contractor’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. o. Effect of Contractor’s Failure to Provide Insurance. If Contractor fails to provide the specified insurance, then Contractor will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of Standard Construction Contract 2018 08 01 Page 9 of 14 any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor agrees that this indemnity shall be construed and applied in favor of indemnification. Contractor also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Contractor to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by the City within fifteen (15) days of receiving notice from the City. 20. Indemnification. Contractor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Contractor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Contractor, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Contractor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 21. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Contract (“Information”) shall become the property of the City, but Contractor may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Contractor also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Contract does not relieve any liability on the part of the Contractor, but any use of the Information by the City or the Contractor beyond the scope of this Contract is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 22. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the Standard Construction Contract 2018 08 01 Page 10 of 14 American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. GENERAL TERMS AND CONDITIONS 24. Assignment. Neither party shall assign this Contract, nor any interest arising herein, without the written consent of the other party. 25. Compliance with Laws and Regulations. In providing services hereunder, the Contractor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Contract and entitle the City to immediately terminate this Contract. 26. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. 27. Counterparts. This Contract may be executed in multiple counterparts, each of which shall be considered an original. 28. Damages. In the event of a breach of this Contract by the City, Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 29. Employees. Contractor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Contractor prior to termination of this Contract and for one (1) year thereafter, without prior written consent of the former employer in each case. 30. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Contract or thereafter of any of the rights or remedies of the City under this Contract. 31. Entire Contract, Construction, Application and Interpretation. This Contract is in furtherance of the City’s public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Contract supersedes all oral Standard Construction Contract 2018 08 01 Page 11 of 14 agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 32. Governing Law. This Contract shall be controlled by the laws of the State of Minnesota. 33. Non-Discrimination. During the performance of this Contract, the Contractor shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Contractor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 34. Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Contract if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 35. Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 36. Services Not Provided For. No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. 37. Severability. The provisions of this Contract are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 38. Statutory Provisions. Standard Construction Contract 2018 08 01 Page 12 of 14 Standard Construction Contract 2018 08 01 Page 13 of 14 Standard Construction Contract 2018 08 01 Page 14 of 14 Exhibit B SPECIAL PROVISIONS FOR 2022 CURB AND SIDEWALK MUD JACKING General Specifications: The Contractor shall be aware of the following instructions: 1. Prices will be based on linear footage for curb and gutter and per 5’ x 5’ sidewalk panel. 2. The City shall provide addresses or map of work areas 3. The City shall be responsible for any saw cutting of curb and gutter. 4. The Contractor shall be responsible for any saw cutting of sidewalk panels that may be needed. 5. The Contractor shall be responsible for acquiring the use of a water meter from the Cities Utility Division for any hydrant use. 6. The Contractor shall be responsible for the cleanup of any excess mudjacking material. 7. The Contractor shall provide traffic control warning devices in accordance with Minnesota Manual on Uniform Traffic Control Devices. 8. Contractor personnel shall wear adequate safety apparel (i.e., safety vests) 9. Contractor shall procure and maintain the following minimum insurance coverage and limits of liability on this Project: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Comprehensive General Liability $1,000,000 property damage and bodily injury per occurrence $2,000,000 general aggregate $2,000,000 Products – Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (Shall include coverage for all owned, hired and non-owned vehicles) Umbrella or Excess Liability $2,000,000 10. A copy of the Contractors Certificate of Insurance which evidences with this Insurance requirement, must be filed with the City prior to the start of the Contractors work. 11. Submission of an IC-134 and Subcontractor Lien Waivers must be submitted to The City upon final payment. 952-949-8533 Office 952-294-5955 FAX City of Eden Prairie Street, Fleet & Park Maintenance 15150 Technology Drive Eden Prairie, MN 55344 CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Ashton Kogel Public Works / Engineering ITEM DESCRIPTION: I.C. 22806 Award Contract for the 2022 Pavement Rehab Project to Valley Paving, Inc. ITEM NO.: VIII.K. Requested Action Move to: Award the Contract for 2022 Pavement Management Rehab Project to Valley Paving, Inc. in the amount of $4,137,063.00. Synopsis Sealed bids were received on Thursday, April 21, 2022 for the 2022 Pavement Rehab Project. Four (4) bids were received and are summarized below. The low bid in the amount of $4,137,063.00 was submitted by Valley Paving, Inc. Staff has reviewed the bids and recommends awarding the contract for the project to Valley Paving, Inc. in the amount of $4,137,063.00. Bid Summary: Valley Paving, Inc. $4,137,063.00 Bituminous Roadways, Inc. $4,177,690.60 Asphalt Surface Technologies Corp. $4,387,637.50 GMH Asphalt Corp. $4,559,597.45 Background Information The Bituminous Pavement Rehab Project is an annual street maintenance project that includes mill and overlays, and reclamation projects. These projects are done to avoid full reconstruction projects which are much more costly and intrusive. The 2022 Operating and Maintenance budget for pavement management projects is $152,000 with the majority of funding being generated from the Pavement Management CIP. The Pavement Management CIP is funded through franchise fees collected from Centerpoint Energy, Xcel Energy and Minnesota Valley Electric collecting monies annually for pavement maintenance. In addition to this pavement rehab project, the pavement maintenance CIP fund also finances seal coating and other pavement improvement projects. Attachment Contract CONSTRUCTION CONTRACT AGREEMENT THIS AGREEMENT, made and executed this day of 2022, by and between City of Eden Prairie, a Minnesota municipal corporation, hereinafter referred to as the "CITY", and Valley Paving, Inc., hereinafter referred to as the "CONTRACTOR", WITNESSETH: CITY AND CONTRACTOR, for the consideration hereinafter stated, agree as follows: I. CONTRACTOR hereby covenants and agrees to perform and execute all the provisions of the Plans and Specifications prepared by the Public Works Department referred to in Paragraph IV, as provided by the CITY for: I.C. 22806- 2022 Bituminous Pavement Rehab Project CONTRACTOR further agrees to do everything required by this Agreement and the Contract Document. II. CITY agrees to pay and CONTRACTOR agrees to receive and accept payment in accordance with the prices bid for the unit or lump sum items as set forth in the Proposal Form attached hereto which prices conform to those in the accepted CONTRACTOR'S proposal on file in the office of the City Engineer. The aggregate sum of such prices, based on estimated required quantities is estimated to be $4,137,063.00. III. Payments to CONTRACTOR by City shall be made as provided in the Contract Documents. IV. The Contract Documents consist of the following component parts: (1) Legal and Procedural Documents a. Advertisement for Bids b. Instruction to Bidders c. Accepted Proposal Form d. Construction Contract Agreement e. Contractor's Performance Bond f. Contractor's Payment Bond g. Responsible Contractor Verification Form (2) Special Conditions (3) Detail Specifications (4) General Conditions FC-2 (5) Plans (6) Addenda, Supplemental Agreements and Change Orders The Contract Documents are hereby incorporated with this Agreement and are as much a part of this Agreement as if fully set forth herein. This Agreement and the Contract Documents are the Contract. V. CONTRACTOR agrees to fully and satisfactorily complete the work contemplated by this Agreement in accordance with the schedule provided in the Contract Documents. VI. This Agreement shall be executed in one (1) copy. (signature pages follow) FC-3 IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands and seals as of the date first above written. CITY OF EDEN PRAIRIE By: _______________________________ Its: Mayor By: _______________________________ Its: City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ______ day of _______________, 2022, by _________________________and _____________________, respectively the Mayor and City Manager of the City of Eden Prairie, a Minnesota municipal corporation. _____________________________ Notary Public CONTRACTOR ______________________________ By: __________________________________ Printed Name: _________________________ Its: _______________________________ Title CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT / DIVISION: Carter Schulze Public Works/ Engineering ITEM DESCRIPTION: I.C. 22821 Approve Professional Services Agreement with Bolton & Menk for the Feasibility and Final Design of Eden Prairie Road Watermain Replacement ITEM NO.: VIII.L. Requested Action Move to: Approve Professional Services Agreement with Bolton & Menk for the Feasibility and Final Design of Eden Prairie Road Watermain Replacement in the amount of $125,374.00. Synopsis This Professional Services Agreement will provide feasibility level design services in order to analyze the best method of rehabilitation followed by final design services to replace approximately 3200 lineal feet of 12-inch watermain on Eden Prairie Road between Duck Lake Trail and Kurtz Lane. Background The existing water main along this corridor has exceeded its useful service life and needs replacement or rehabilitation. There are frequent breaks and leaks that occur that require emergency repairs. The area south of this corridor has already been replaced in recent years. Design would begin immediately with bidding to be completed in the fall and construction to be completed in 2023. Financial Implications The project will be funded utilizing the water utility fund. Attachment Professional Services Agreement CITY COUNCIL AGENDA SECTION: Consent Calendar DATE: May 3, 2022 DEPARTMENT/DIVISION: Aditi Salunke, Information Technology Manager ITEM DESCRIPTION: Fiber agreements with Carver County, Hennepin County and Independent School District No. 272 ITEM NO.: VIII.M. Requested Action Move to: Approve partnership agreements with Carver County, Hennepin County and Independent School District No. 272 regarding fiber infrastructure. Synopsis This agreement will enable expansion of current fiber networks by sharing existing and new fiber resources. The City will create redundant fiber networks to Liquor Stores 2& 3, the Art Center and will build a new fiber network to the MOSS site, and the Round Lake Park new building. Background The agreement between these entities will enable fiber collaboration and allow for expansion of the city’s current fiber network. • Agreement with Hennepin County is a principal agreement. Individual SOW (Statement of Work) will be created for each project. • The City agrees to pay Carver County a one-time fee of $65,000 for the completion of fiber on Valley View Road, and annual maintenance including locates in the amount of $3,000 as noted in the agreement. • The City will provide Carver County strands of single mode dark fiber from its existing fiber network from locations as noted in the agreement. • Carver County will assist with building single mode fiber to the City’s MOSS site location on Flying Cloud Dr., and the new Round Lake Park building structure. Attachments • Fiber Agreement with Carver County and Independent School District No. 272 • Principal Fiber Agreement with Hennepin County Page 1 of 17 COLLABORATION AGREEMENT BETWEEN COUNTY OF CARVER AND CITY OF EDEN PRAIRIE AND EDEN PRAIRIE SCHOOLS DISTRICT 272 This Agreement (the “Agreement”) is made by and between Carver County, MN (“County”), City of Eden Prairie (“City”), and Eden Prairie Schools District 272 (“District”) on this ____3rd_____ day of _____May_________, 2022 (the “Effective Date”). WHEREAS, the County, the City, and the District have fiber facilities within their respective service areas, and, WHEREAS all parties are interested in obtaining additional connectivity and are willing to collaborate, WHEREAS, the County is planning to construct fiber within Eden Prairie and is willing to provide access to the City and the District fibers within this construction, THEREFORE, in consideration of the mutual promises, covenants and consideration herein contained and by the authority provided by Minnesota Statutes Section 471.59, the Parties agree as follows: The purpose of this Agreement is to provide for the cooperative exercise of the Parties' powers in securing better and more reliable information technology services for their constituents. Minnesota Statutes Section 471.59 authorizes two or more governmental units to jointly exercise any power common to the contracting parties and Minnesota Statute Section 16E.18 authorizes municipalities to cooperate in providing information technology services. 1. Responsibilities of the City. The City agrees: A. For County use, to allocate ten (10) strands of single mode dark fiber from the handhole located outside the City of Eden Prairie Fire Station #3 located at 7350 Eden Prairie Rd, Eden Prairie, MN and then north on Eden Prairie Rd into the Hopkins School District Gatewood Elementary School at 14900 Gatewood Dr, Minnetonka, MN. Four (4) strands will be for unrestricted and perpetual use and six (6) strands will be for unrestricted short term use and returned to the City once Hennepin County completes a separate fiber construction along Eden Prairie Road/County 4, anticipated to be completed by 2024. (Exhibit A) B. For County use, if requested, allocate six (6) strands of single mode dark fiber from the handhole located north of the City of Eden Prairie Liquor Store #3 at the intersection of Valley View Rd and Eden Prairie Dr then west on Valley View Rd to a handhole located at the intersection of Valley View Rd and Baker Rd/Mitchell Rd. (Exhibit B) C. For County use, if requested, allocate four (4) strands of single mode dark fiber from the handhole located at the intersection of Valley View Rd and Prairie Center Dr that is north of the City of Eden Prairie Liquor Store #3 at 968 Prairie Center Dr, Eden Prairie, MN 55344 and then south on Eden Prairie Rd into the City of Eden Prairie Liquor Store #3 at 968 Prairie Center Dr, Eden Prairie, MN 55344. (Exhibit F) D. For County use, if requested, allocate four (4) strands of single mode dark fiber from the handhole located at the intersection of Valley View Rd and Eden Prairie Rd that is south Page 2 of 17 of the City of Eden Prairie Fire Station #3 and into the City of Eden Prairie Fire Station #3 at 7350 Eden Prairie Rd, Eden Prairie, MN. (Exhibit G) E. To allow County and its identified maintenance and splicing contractors to complete fiber splicing of County and requested City fibers within City handholes upon prior authorization by City for the duration of this agreement. F. To allow County and its identified maintenance and splicing contractors to install fiber tie cables into City handholes, upon prior authorization by City, as needed to provide connectivity between the various fiber cables and routes. G. If requested by County, City will participate in discussions for the potential use of existing conduit installed fiber routes or existing available strands within City’s existing fiber network for the potential use, addition or upsizing of fiber along those routes for the benefit of any parties in this agreement, provided that the terms and conditions of any such use, addition or upsizing must be agreed to in writing at a later date. 2. Responsibilities of the District. The District agrees: A. For County use, to allocate six (6) strands of single mode dark fiber from the handhole located outside the City of Eden Prairie Fire Station #3 located at 7350 Eden Prairie Rd, Eden Prairie, MN and then north on Eden Prairie Rd into the Hopkins School District Gatewood Elementary School at 14900 Gatewood Dr, Minnetonka, MN. Four (4) strands will be for unrestricted and perpetual use and six (2) strands will be for unrestricted short term use and returned to the District once Hennepin County completes a separate fiber construction along Eden Prairie Road/County 4, anticipated to be completed by 2024. (Exhibit A) B. To allow County and its identified maintenance and splicing contractors to complete fiber splicing of County and requested District fibers within District handholes upon prior authorization by District for the duration of this agreement. C. To allow County and its identified maintenance and splicing contractors to install fiber tie cables into District handholes, upon prior authorization by District, as needed to provide connectivity between the various fiber cables and routes. D. If requested by County, District will participate in discussions for the potential use of existing conduit installed fiber routes or existing available strands within District’s existing fiber network for the potential use, addition or upsizing of fiber along those routes for the benefit of any parties in this agreement, with desire for participation and/or terms of any such use, addition or upsizing to be identified at a later date. 3. Responsibilities of the County. The County agrees: A. For Shared use, to install a 1.25” communications conduit with minimum 72 count fiber cable from the existing City of Eden Prairie handhole in the SE corner of the intersection of Valley View Rd and Prairie Center Dr and then west along Valley View Road in Eden Prairie and into the Eden Prairie High School at 17185 Valley View Rd, Eden Prairie, MN 55346 and be responsible for the maintenance of this fiber. County shall allocate twenty four (24) single mode fibers for the unrestricted and perpetual use by the District and twenty four (24) single mode fibers for the unrestricted and perpetual use by the City with the conduit, cable, handholes, associated accessories and remaining strands owned by the County. (Exhibit C) Page 3 of 17 B. For City use, if requested, to allocate a pair of single mode fiber from the handhole located on Flying Cloud Drive in Eden Prairie at the City of Eden Prairie MOSS facility at 9865 Flying Cloud Dr., heading north on Flying Cloud to a meet point of Hennepin County fiber on Hwy 1 or continuing on north and then west on Valley View Road to an existing City of Eden Prairie handhole in the SE corner of the intersection of Valley View Rd and Prairie Center Dr. (Exhibit D) C. For City use, to construct a minimum 12 count fiber into the City of Eden Prairie MOSS facility at 9865 Flying Cloud Dr. from a County handhole located on Flying Cloud Drive in Eden Prairie and to splice needed strands of fiber into fiber from section 3B. (Exhibit E) D. For City use, if requested, County will construct a fiber lateral from the intersection of Constitution Ave/Valley View Rd in Eden Prairie south down Constitution Ave to the City of Eden Prairie Round Lake Skate Plaza Park Building at 16691 Valley View Rd, Eden Prairie, MN 55346 (coordinates of the actual building fiber will be constructed to in Google are 44°52'02.3"N 93°29'24.0"W; 44.867318, -93.490001. (Exhibit H) E. To coordinate any activities for installation, construction, maintenance and trouble diagnosis between District, City and County staff. F. County will make attempts to secure fiber strands in Eden Prairie from any potential future fiber construction from its fiber partners for routes along Hwy 1 (Pioneer Trail) and/or along routes from the intersection of Hwy 1 and Homeward Hills Rd to the Eden Prairie Fire Station #2 at 12100 Sunnybrook Rd, Eden Prairie, MN 55347 and/or north from the intersection of Hwy 1 and Eden Prairie Rd (County 4) to the intersection of Eden Prairie Rd and Candlewood Parkway (the road to Cedar Ridge Elementary School at 8905 Braxton Dr, Eden Prairie, MN 55347). County will make its best effort to provide requested fiber strands to either City or District for use in establishing additional diversity and redundancy in each of their respective fiber networks with any associated costs to be agreed to in advance by any desiring party. 4. Charges. Parties shall be responsible for charges as follows: A. The City and the District shall each pay County a one time fee of sixty five thousand and no/100 ($65,000.00) upon completion of the fiber construction on Valley View Rd identified in section 3A (Exhibit C), (within sixty (60) days of an invoice provided by County. B. The City and the District shall each pay an annual fee of three thousand and no/100 ($3,000.00) to County for maintenance of the Valley View Rd fiber installed in section 3A (Exhibit C), which fee will be used by the County for Gopher One Call expenses and fiber repairs. County shall invoice District and City annually in advance to be paid within sixty (60) days of invoice date. First year invoice will be pro-rated by calendar year. C. District will be responsible for cost of racks, term panels and any other costs associated with the installation of fiber within their defined fiber termination location within the Eden Prairie High School at 17185 Valley View Rd, Eden Prairie, MN 55346 which is associated with the construction of fiber identified in section 3A (Exhibit C) D. In the event of a relocation expense incurred for the fiber installed in section 3A (Exhibit C), District and City shall each pay County thirty three percent (33%) of the cost incurred by County. E. Each party shall be responsible for maintenance of their respective fiber network. F. County will provide splicing for fiber constructed and identified within this agreement. Each party requesting splicing after the fiber identified in this agreement is initially Page 4 of 17 constructed and put into service, will be responsible for the costs associated with that splicing request. G. Any third party charges shall be the responsibility of the party incurring such cost. H. There shall be no charge or use restrictions from either party for the direct use of their identified fiber strands. I. In the event County can secure fiber requested for City and/or District along the tentative route of Hwy 1 (Pioneer Trail) with laterals on Eden Prairie Rd and Homeward Hills Rd at County’s negotiated rates, District and/or City shall each have the option to accept the secured fiber and would pay County thirty three percent (33%) of the cost incurred by County, respectively. (Exhibit I) 5. Term. The term of this Agreement shall be for ten (10) years commencing on the Service Date. The Agreement shall be automatically renewed perpetually for additional five year terms unless terminated by any party as provided in Section 6. Service Date is defined as the date where connectivity from each party’s network along the construction identified in section 3A (Exhibit C) is established and tested. Service Date shall be the same for all parties. 6. Termination. This Agreement may be terminated by any party at the end of the original or any renewal term by giving 90 days written notice prior to the end of the term. Any party may terminate this Agreement for material breach upon written notice to the breaching party describing in reasonable detail the nature, scope and extent of the breach. Said termination shall be effective thirty (30) days following receipt of the notice unless the breach has been remedied to the satisfaction of the party that gave notice of termination. 7. Authorized Representatives. Each party shall designate a representative for purposes of administration of this Agreement (the “Authorized Representative). Each Authorized Representative shall have authority for acceptance of services and shall be the point of contact for all payments due under this Agreement. Either party changing the designation of its Authorized Representative shall notify the other party pursuant to the notice provision of this Agreement. County’s Authorized Representative: CarverLink Fiber Manager – Randy Lehs District’s Authorized Representative: Executive Director of Business Services - Jason Mutzenberger City’s Authorized Representative: Information Technology Manager – Aditi Salunke 8. Assignment. Except as specifically provided herein, no party shall assign, transfer or delegate any rights or obligations under this Agreement either directly or indirectly by any means, by operation of law or otherwise without the prior written consent of the other parties, which consent shall not be unreasonably conditioned, withheld, or denied. 9. Liability and Indemnification. The Parties’ total liability under this Agreement shall be governed by Minnesota Statues Section 471.59, subd. 1a. Each Party agrees that it will be responsible for the acts or omissions of its officials, agents, and employees, and the result thereof, in carrying out the terms of this Agreement, to the extent authorized by the law and shall not be responsible for the acts/omissions of the other Parties and the results thereof. For the purposes of determining total liability for damages, the participating governmental Page 5 of 17 units are considered to be a single governmental unit, the total liability of which shall not exceed the limits for a single governmental unit as provided in Minn. Stat. § 466.04, subd. 1. Each party agrees to defend, hold harmless, and indemnify the other Parties, their officials, agents, and employees, from any liability, loss, or damages (including reasonable attorney fees) the other Parties may suffer or incur as the result of demands, claims, judgments, or cost arising out of or caused by the indemnifying Party’s negligence in the performance of its respective obligations under this Agreement. This provision shall not be construed nor operate as a waiver of any applicable limitation of liability, defenses, immunities, or exceptions by the statute or common law. Minnesota Statutes Section 471.59, subd. 1a shall govern any and all claims or actions against the individual Parties. 10. Limitation of Damages. NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR, AND EACH HEREBY DISCLAIMS, ALL PUNITIVE, CONSQUENTIAL (INCLUDING LOST PROFITS), INCIDENTAL, SPECIAL, AND CONTINGENT DAMAGES. 11. Amendments. This agreement contains all the terms agreed to by the Parties and any promise or communications of any type not reflected in the Agreement are null and void. Any amendments to this Agreement shall be in writing and shall be executed by the same parties (or their successors in interest) who executed this Agreement. 12. Confidentiality. No party may make any news release or use any other party’s name in sales or advertising materials, or in any manner advertise or publish the fact that the Parties have entered into this Agreement, without the prior written consent of the other parties, except such disclosures required by law, or the rules and regulations of the relevant government agencies. 13. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota. 14. Notices. All notices and other communications required or permitted hereunder shall be given in writing and shall be sent to the parties at their respective addresses as follows by registered or certified U.S. mail, return receipt requested and postage prepaid, or by private overnight mail courier service: For the County: Carver County 600 East Fourth Street Chaska, MN 55318 Attn: CarverLink Fiber Manager For the City: City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Attn: City Manager For the District: District 272 Eden Prairie Schools 8100 School Road Eden Prairie, MN 55344 Attn: Executive Director of Business Services Page 6 of 17 If sent by overnight courier, such communication shall be deemed delivered upon receipt; and if sent by U.S. mail, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant postal service. The parties to this Agreement may change its address for the purposes of this Agreement by giving notice thereof in accordance with this section. 15. Force Majeure. The parties understand that acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, fires, explosions, earthquakes, floods or other unusually severe weather conditions or other environmental disturbances, strikes, or other circumstances not under the control of the parties (“Force Majeure”) may delay performance as set forth in this Agreement. In the event a Force Majeure event materially limits either party’s or the parties’ ability to perform under this Agreement such limitation shall not be considered a breach of the terms of this Agreement. 16. Miscellaneous. A. The failure of either parties to give notice of default, or to enforce or insist upon compliance with any of the terms or conditions of this Agreement, the waiver of any term of condition of this Agreement, or the granting of any extension of time for performance, shall not constitute the permanent waiver of any term or condition of this Agreement, and this Agreement and each of its provisions shall remain at all times in full force and effect until modified by the parties in writing. B. This Agreement sets forth the entire understanding of the parties. C. This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns. D. Each party warrants and represents that it is duly authorized to execute this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed intending to be bound thereby. CARVER COUNTY: _______________________________________ Carver County Printed Name _______________________________________ Carver County Signature _______________________________________ Title _______________________________________ Date Page 7 of 17 CITY OF EDEN PRAIRIE: _______________________________________ Ronald A. Case, Mayor _______________________________________ Rick Getschow, City Manager _______________________________________ Date Page 8 of 17 DISTRICT 272 Eden Prairie Schools: _______________________________________ Eden Prairie Schools District 272 Printed Name _______________________________________ Eden Prairie Schools District 272 Signature _______________________________________ Title _______________________________________ Date Page 9 of 17 Exhibit A – Shared City/District Owned Fiber Route on Eden Prairie Rd (County 4) From a HH located outside Fire Station #3 at 7350 Eden Prairie Rd, Eden Prairie, MN at the intersection of Eden Prairie Rd and Valley View Rd in Eden Prairie to inside Gatewood Elementary at 14900 Gatewood Dr, Minnetonka, MN Page 10 of 17 Exhibit B – City of Eden Prairie Owned Fiber Route from Liquor Store 3 to Baker/Mitchell Rd From the handhole in the SE corner of the intersection of Valley View Rd and Prairie Center Dr located north of the City of Eden Prairie Liquor Store #3 and then west on Valley View Rd to a handhole located at the intersection of Valley View Rd and Baker Rd/Mitchell Rd. Page 11 of 17 Exhibit C – County - Valley View Road Construction Route From the existing City of Eden Prairie handhole in the SE corner of the intersection of Valley View Rd and Prairie Center Dr west along Valley View Road in Eden Prairie and into the Eden Prairie High School at 17185 Valley View Rd, Eden Prairie, MN 55346. Page 12 of 17 Exhibit D – County Provided Fiber Strands for City Use from MOSS Site to Liquor Store 3 at 968 Prairie Center Dr, Eden Prairie, MN 55344 From a handhole located on Flying Cloud Drive in Eden Prairie at the City of Eden Prairie MOSS facility at 9865 Flying Cloud Dr., Eden Prairie, MN heading north on Flying Cloud to a meet point of Hennepin County fiber on Hwy 1 and if requested, continuing north and then west on Valley View Road to an existing City of Eden Prairie handhole in the SE corner of the intersection of Valley View Rd and Prairie Center Dr. just north of Liquor Store #3 at 968 Prairie Center Dr, Eden Prairie, MN 55344 Page 13 of 17 Exhibit E – County Construction from Flying Cloud Drive into the City MOSS site Fiber construction from a County handhole located on Flying Cloud Drive in Eden Prairie into the City of Eden Prairie MOSS facility at 9865 Flying Cloud Drive (blue line). Page 14 of 17 Exhibit F – City of Eden Prairie HH north of Liquor Store #3 into Liquor Store #3 at 968 Prairie Center Dr, Eden Prairie, MN 55344 Route of fiber from City of Eden Prairie Handhole located at the intersection of Valley View Rd and Prairie Center Dr. in Eden Prairie south into the City of Eden Prairie Liquor Store #3 at 968 Prairie Center Dr, Eden Prairie, MN 55344 (green line) Page 15 of 17 Exhibit G – City of Eden Prairie HH south of Fire Station #3 at the intersection of Valley View Rd and Eden Prairie Rd. north into Fire Station #3 at 7350 Eden Prairie Rd, Eden Prairie, MN Route of fiber from City of Eden Prairie Handhole located at the intersection of Valley View Rd and Eden Prairie Rd in Eden Prairie north into Fire Station #3 at 7350 Eden Prairie Rd, Eden Prairie, MN (black line) Page 16 of 17 Exhibit H – New County HH at intersection of Valley View Rd and Constitution Ave. south into City of Eden Prairie Round Lake Skate Plaza Park Building at 16691 Valley View Rd, Eden Prairie, MN 55346 Tentative route of fiber from County HH at Valley View Rd and Constitution Ave into City of Eden Prairie Round Lake Skate Plaza Park Building at 16691 Valley View Rd, Eden Prairie, MN 55346 (coordinates of the actual building fiber will be constructed to Google are 44°52'02.3"N 93°29'24.0"W; 44.867318, - 93.490001 (coordinates of the actual building fiber will be constructed to from Google are 44°52'02.3"N 93°29'24.0"W; 44.867318, -93.490001 (red line) Page 17 of 17 Exhibit I – Tentative route of fiber along Hwy 1 (Pioneer Trail) with laterals on Eden Prairie Rd and Homeward Hills Rd Tentative routes along Hwy 1 (Pioneer Trail) and/or along routes from the intersection of Hwy 1 and Homeward Hills Rd to the Eden Prairie Fire Station #2 at 12100 Sunnybrook Rd, Eden Prairie, MN 55347 and/or north from the intersection of Hwy 1 and Eden Prairie Rd (County 4) to the intersection of Eden Prairie Rd and Candlewood Parkway (the road to Cedar Ridge Elementary School at 8905 Braxton Dr, Eden Prairie, MN 55347). (black line) City of Eden Prairie No. ______________ Hennepin County No. ______________ 1 Partner/Hennepin County Fiber Principal Agreement THIS AGREEMENT (“Agreement”) is between City of Eden Prairie, a political subdivision of the State of Minnesota (“CITY”), and Hennepin County, a political subdivision of the State of Minnesota (“COUNTY”). CITY and COUNTY are collectively referred to as “the Parties” or individually as “the Party.” Recitals WHEREAS, each Party owns, operates, and maintains fiber optic networks and may expand these networks; WHEREAS, the Parties have previously identified areas of mutual need for fiber optic networks and have jointly designed, constructed, and/or utilized fiber optics when appropriate; WHEREAS, the Parties anticipate that there will be additional collaborative fiber optic projects in the coming years; WHEREAS, the Parties agree to conduct future fiber optic projects subject to the terms and conditions of this Agreement. NOW THEREFORE, the Parties agree as follows: I. TERM This Agreement shall commence on June 22, 2022 and shall expire on December 31, 2027, unless terminated earlier in accordance with the provisions herein. However, this Agreement shall survive as applicable to a duly entered Statement of Work (“SOW”) to the extent necessary to reflect the term set forth in any duly executed SOW. II. DEFINITIONS The following defined terms shall have the indicated meanings: • ”Fiber Infrastructure” or “FI” means a collective of fiber optic components and equipment in a fiber optic network. • “FI Component” means the various individual components that make up a FI, including but not limited to fiber optic cables, conduits, connectors, splice trays, vaults, multiplexers, panels, racks, power supplies, enclosures, racks, and other FI related equipment. • “Services” means FI related digging/trenching, construction, installation, support/maintenance, locating, repairs, and/or other related services. • “Vendor” means a third-party contractor engaged to provide FI Components or to perform Services. City of Eden Prairie No. ______________ Hennepin County No. ______________ 2 • “Project” means the collaborative process whereby the Parties may agree to, individually or jointly, acquire FI Components, perform Services (or contract for the performance of Services by a Vendor), share FI Components, distribute FI Components, assigning ownership in/to FI Components, license FI Components, maintain FI Components, and/or undertake other FI related collaboration. III. MASTER AGREEMENT CITY and COUNTY agree that this Agreement is a master agreement between the Parties and contains the terms and conditions governing each Party’s rights, duties, and obligations respecting collaborative FI Projects. If the Parties agree to install, implement, share, distribute, assign ownership, license, maintain, or undertake other FI related collaboration (a “Project”), the Parties will enter a SOW, in essentially the same format as Attachment A. Each SOW will establish the business, technical, and other terms applicable to the Project. Further, the SOW must designate which agency will act as the Project’s “Lead Agency”. Each duly entered SOW shall reference this Agreement, shall be incorporated into this Agreement and, unless expressly indicated otherwise in a SOW, shall be subject to the provisions herein. The Hennepin County Administrator may sign SOWs on behalf of COUNTY. The Eden Prairie City Manager may sign SOWs on behalf of CITY. IV. FIBER OPTIC NETWORKS 4.1 FI Components - Acquisition. Each SOW shall designate which Party is responsible for acquiring necessary FI Components. If the SOW does not designate responsibility for any necessary FI Component, the Lead Agency shall be responsible. 4.2 Services - Vendor Engagement. Each SOW shall designate which Party is responsible for: (i) performing Services; and/or (ii) acquiring Services from a third-party vendor. If the SOW does not designate responsibility for necessary Services, the Lead Agency shall be responsible. A Party responsible for acquiring Services from a third-party vendor will: (i) be responsible for soliciting, selecting, and contracting with the Vendor to perform the Services; and (ii) ensure that the contract with the Vendor includes provisions addressing the following: • the Vendor must indemnify, defend, and hold harmless the non-contracting Party, its members, employees, officers, and agents to the same extent the Vendor indemnifies the contracting Party; and • The Vendor must provide and maintain insurance in compliance with the minimum requirements of the attached Attachment B; and City of Eden Prairie No. ______________ Hennepin County No. ______________ 3 • The Vendor must receive prior permission from the non-contracting Party to enter that Party’s property and must comply with any safety, security, or other requirements imposed by the that Party and as further described below. Unless the parties otherwise agree in the SOW, the Party responsible for arranging Vendor Services will (i) solicit, select, and contract with the Vendor in its own name and at its own expenses, including but not limited to the costs of solicitation; and (ii) identify the need for and acquire necessary permits, easements, rights of entry, and satisfy other regulatory requirements in the name of the applicable Party, e.g., the name of the Party that will ultimately own the applicable FI. 4.3 Opportunity Leveraging. In association with a Project, the Lead Agency, on behalf of both Parties, may enter agreements with third-parties for the placement of third-party owned fiber etc and shall incorporate necessary Services into its agreements with Service Vendors. Unless the parties otherwise agree in the SOW, revenues or cost savings associated with said third-party placement shall be shared equally between the parties. 4.4 Maintenance and Repair. Each SOW shall designate which Party will be responsible for all maintenance and repair work to the applicable FI subject to the following: (i) if the other Party inspects or otherwise learns that repair or maintenance work is needed on the FI, the Party will immediately notify the Lead Agency; (ii) the responsible Party will coordinate and schedule repair or maintenance that will not disrupt or that will minimally disrupt the FI and the operations of the other Party, subject to the provisions herein. If the SOW does not designate responsibility for necessary Services, the party that owns the applicable FI shall be responsible. 4.5 Competitive Procurement. Any Party that acquires FI Components or Services for any Project shall comply with all applicable procurement laws in procuring the FI Components/Services including but not limited to Minn. Stat. §471.345. 4.6 Access to Property. Each Party must obtain written permission from the other Party prior to accessing the other Party’s property and facilities in relation to a SOW, including access by the Party or its Vendor. All access is subject to the following: (i) the Parties will arrange for access that will not disrupt or that will minimally disrupt the FI and the operations of the other Party; (ii) a Party may, in its sole discretion, refuse to provide access at a given time, provided that access is allowed within a reasonable time thereafter according to the other Party’s needs; and (iii) while on a Party’s property, the other Party and its Vendor, agents, employees, and contractors are responsible for following all safety policies and procedures of the Party, which policies and procedures shall be communicated to the Lead Agency in writing. 4.7 Exchange of Infrastructure Data/Information. The parties agree to share data/information related to infrastructure in a mutually acceptable GIS digital format. City of Eden Prairie No. ______________ Hennepin County No. ______________ 4 V. RIGHTS IN FIBER INFRASTRUCTURE 5.1 Ownership Rights. Each SOW shall designate which party owns all right, title, and interest in and to all FI Components. If the SOW does not establish said ownership rights, the party that was responsible for installation related Services shall own all right, title, and interest in and to the FI Components. If the SOW provides that ownership of FI Components will be transferred from one Party to the other Party, then upon satisfaction of all conditions and obligations set forth in the SOW, the assigning Party thereby conveys, transfers, and assigns all right, title, and interest in and to the FI to the other Party. A Party may convey, transfer, and assign its ownership interest in any FI Component owned by that Party to a third-party; except, any such assignment may not diminish, alter, or otherwise modify any rights of the other Party, including but not limited to license rights, unless expressly agreed to by the Party in writing, including in an SOW. 5.2 License Rights. If a Project grants one Party use of FI owned by the other Party, then, unless otherwise indicated in an SOW, the owning Party thereby grants the other Party a non-transferrable, non-assignable, restricted, royalty-free right to use FI for the Party’s business purposes. VI. WARRANTIES As applicable, each Party represents and warrants that (i) it is the lawful owner of any FI licensed to or transferred/assigned to the other Party or, to the extent it is not the lawful owner, that it has all rights necessary to grant the license/complete the transfer; (ii) all FI that the Party is responsible for will perform in accordance with generally accepted industry standards; (iii) it will comply with applicable laws and regulations. VII. LIABILITY Each Party shall be responsible for their own acts and the results thereof. The Parties agree that the provisions of Minnesota Statutes, chapter 466, and Section 47I.59, subd. 1(a) and 3.736, shall be used to determine, apportion, and limit the Parties' respective liabilities for claims by third-parties arising from the Parties' performance under this Agreement. The Parties hereby expressly reserve all immunities and defenses available under all applicable state, local and federal laws. The statutory limits of liability for the Parties may not be added together or stacked to increase the maximum amount of liability for either or both Parties. The Parties expressly agree that the Party responsible for the maintenance of the FI, as set forth herein or in an SOW, shall not be liable to the other Party for any damage to the FI caused by forces outside of the Party’s reasonable control, including, for example, flooding, inclement weather, and fire. Unless the parties otherwise agree, said liability shall be equally shared between the Parties. City of Eden Prairie No. ______________ Hennepin County No. ______________ 5 Further and notwithstanding the foregoing, the Parties expressly agree that, as between the Parties hereto, the party that is responsible for contracts with Vendors shall be responsible for any liability, claims, causes of action, judgments, damages, losses, costs, or expenses, including attorney’s fees, resulting directly or indirectly from any act or omission of the vendor, the vendor’s subcontractors, anyone directly or indirectly employed by the vendor, and/or anyone for whose acts and/or omissions the vendor may be liable in the performance of the services, and against all loss by reason of the failure of vendor to perform any obligations under the Lead Agency’s contract with the vendor. VIII. GENERAL PROVISIONS 8.1 Entire Agreement; Modification; Waiver. This Agreement, including any duly entered SOWs, constitutes the entire agreement among the Parties regarding future FI projects. However, unless the Parties expressly agree in writing, this Agreement will not terminate, amend, or otherwise modify any previous FI/fiber agreements. Any waiver or modification by either Party of any provision or condition of the Agreement must be in writing and signed by the Party to be bound. No such waiver shall be construed or deemed to be a waiver of any other provision or condition of the Agreement, nor a waiver of subsequent breach of the same provision or condition. 8.2 Notice. All notices, demands and other communications provided for hereunder shall be in writing and shall be sent to each Party at its address as set forth below or at such other address or in such other manner as may be designated by such Party in written notice to the other Parties. For CITY: For the County: Aditi Salunke Information Technology Manager 8080 Mitchell Road Eden Prairie, MN 55344 Phone: 952-949-8520 asalunke@edenprairie.org Jesse Reinhardt Information Technology 300 S. Sixth Street Minneapolis, MN 55487 Phone: 612-596-9058 Jesse.Reinhardt@hennepin.us 8.3 Assignment. No Party shall assign or transfer any rights or obligations under this Agreement without the prior written consent of authorized representatives of the Parties. 8.4 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with Minnesota law. If any term or condition contained in this Agreement is declared to be invalid or unenforceable according to these applicable laws, those conditions shall not affect the remaining provisions of this Agreement, which otherwise shall remain in full force and effect. City of Eden Prairie No. ______________ Hennepin County No. ______________ 6 8.5 Amendments. Any amendment to this agreement must be in writing and will be effective only when executed and approved by the same parties who executed and approved the original agreement or their successors in office. 8.6 Compliance with Applicable Laws. Both Parties will comply with all applicable federal and state laws, including but not limited to Minnesota Statutes Section 16C.05 subd. 5; Minnesota Statutes Chapter 13 (“Minnesota Government Data Practices Act”), and Minnesota Statutes Section 471.425 (“Prompt Payment of Local Government Bills”) in performing its obligations under this Agreement. 8.7 Whereas. The matters set forth in the “WHEREAS” clauses at the beginning of this Agreement are by this reference incorporated into and made a part of this Agreement. 8.8 Termination. This Agreement may be terminated by either Party upon 365 days’ written notice, or at any time by mutual agreement of the Parties. IN WITNESS WHEREOF, the Parties have caused this Contract to be executed by their duly authorized officers on the dates set forth below. City of Eden Prairie No. ______________ Hennepin County No. ______________ 7 COUNTY BOARD AUTHORIZATION Reviewed for COUNTY by the County Attorney's Office: {{Sig_es_:signer3:signature}} {{userstamp3_es_:signer3:stamp}} Reviewed for COUNTY by: {{Sig_es_:signer4:signature}} {{userstamp4_es_:signer4:stamp}} Board Resolution No: {{*BoardResolution_es_:signer4:brs}} Document Assembled by: {{Sig_es_:signer1:signature}} {{userstamp1_es_:signer1:stamp}} {{Exh_es_:signer1:attachment:label("Attachments")}} COUNTY OF HENNEPIN STATE OF MINNESOTA By: {{Sig_es_:signer6:signature}} {{userstamp6_es_:signer6:stamp}} ATTEST: {{Sig_es_:signer7:signature}} {{userstamp7_es_:signer7:stamp}} By: {{Sig_es_:signer5:signature}} {{userstamp5_es_:signer5:stamp}} City of Eden Prairie No. ______________ Hennepin County No. ______________ 8 CITY COUNCIL AUTHORIZATION _______________________________ Ronald A. Case, Mayor _________________________________ Rick Getschow, City Manager City of Eden Prairie No. ______________ Hennepin County No. ______________ 9 Attachment A – Sample Statement of Work Statement of Work This Statement of Work (“SOW”) between the Partner (“CITY”) and Hennepin County (“COUNTY”), is attached and incorporated into the Partner/Hennepin County Fiber Master Agreement between said parties (the “Agreement”). As incorporated, the provisions of this Statement of Work are made a part of and subject to the provisions in the Agreement. Subject to the foregoing, the parties agree as follows: 1. Unless otherwise indicated herein, definitions of terms in the Agreement shall have the same meaning in this SOW. 2. This SOW shall commence on ________ and expires on _______, unless cancelled earlier in accordance with the provisions herein and/or in the Agreement. For clarification and not limitation, __<e.g., CITY’S>__ obligation to provide maintenance and repair for the ___<e.g., 22 stands of Segment 1 fiber licensed hereunder>_ shall expire on the expiration date listed above. 2. This SOW will establish the business, technical, and other terms applicable to the __<eg, installation and sharing of fiber between 1st Street and 3rd Street in CITY (“Segment 1”) and between 4th Avenue and 6th Avenue in CITY (“Segment 2”)____ project (the “Project”). 3. For purposes of the Project, ________ shall serve as the Lead Agency. 4. __<e.g., CITY>___ shall acquire the following FI Components for Segment 1: • <e.g., 550 meters of 144 count single-mode glass fiber optic cables> ; • <e.g.,500 meters of 2 inch diameter industry standard conduit> ; • <e.g.,20 connectors> ; • __________; • __________; and • __________. 5. __<e.g., COUNTY>___ shall acquire the following FI Components for Segment 2: • <e.g., 650 meters of 864 count multi-mode glass fiber optic cables> ; • <e.g.,600 meters of 2 inch diameter industry standard conduit> ; • <e.g.,30 connectors> ; • __________; • __________; and • __________. 6. __<e.g., CITY>___ shall acquire the following Services for Segment 1: City of Eden Prairie No. ______________ Hennepin County No. ______________ 10 • digging/trenching the fiber at a depth of _<e.g., 4>_ meters as well as associated reconstruction of impacted areas; • <e.g., provide an optical point-to-point ethernet connection between Segment 1 and Segment 2; and • ___________. 7. __<e.g., COUNTY>___ shall acquire the following Services for Segment 2: • digging/trenching the fiber at a depth of _<e.g., 4>_ meters as well as associated reconstruction of impacted areas; and • ___________. 8. Segment 1 Rights and Obligations. CITY owns all right, title, and interest in and to all Segment 1 FI Components. Subject to the foregoing and following testing to ensure that Segment 1 complies with requirements and expectations, CITY: (i) conveys, transfers, and assigns all right title, and interest in and to 50 strands of Segment 1 fiber to COUNTY; and (ii) grants the COUNTY a non-transferrable, non-assignable, restricted, royalty-free right to use 22 strands of Segment 1 fiber for COUNTY’s business purposes. Subject to the provisions in the Agreement and this SOW, CITY shall provide maintenance and repair, on behalf of COUNTY, for the FI Components related to the 22 strands of Segment 1 fiber licensed to COUNTY. COUNTY shall __<e.g., not owe CITY any amount for the cost of said maintenance and repair during the term of this SOW.> OR <e.g., pay CITY $100 per month during the term of this SOW for the cost of said maintenance and repair.> Upon expiration of this SOW, CITY shall, in CITY’s sole discretion: (i) convey, transfer, and assign all right, title, and interest in and to said 22 strands for COUNTY; or (ii) continue providing maintenance and repair for the FI Components related to the 22 strands for an additional _<e.g., 7>_ years at __<e.g., the cost indicated above.> COUNTY may terminate the foregoing license, maintenance, and repair at any time by providing thirty (30) day written notice to CITY. 9. Segment 2 Rights and Obligations. COUNTY owns all right, title, and interest in and to all Segment 2 FI Components. Subject to the foregoing and following testing to ensure that Segment 2 complies with requirements and expectations, COUNTY, conveys, transfers, and assigns all right title and interest in and to 432 strands of Segment 2 fiber to CITY. Subject to the provisions in the Agreement and this SOW, COUNTY shall provide maintenance and repair, on behalf of COUNTY, for the FI Components related to the 432 strands of Segment 2 fiber licensed to CITY. CITY shall __<e.g., not owe COUNTY any amount for the cost of said maintenance and City of Eden Prairie No. ______________ Hennepin County No. ______________ 11 repair during the term of this SOW.> OR <e.g., pay COUNTY $100 per month during the term of this SOW for the cost of said maintenance and repair.> Upon expiration of this SOW, COUNTY shall, in COUNTY’s sole discretion: (i) convey, transfer, and assign all right, title, and interest in and to said 432 strands for CITY; or (ii) continue providing maintenance and repair for the FI Components related to the 432 strands for an additional _<e.g., 7>_ years at __<e.g., the cost indicated above.> CITY may terminate the foregoing license, maintenance, and repair at any time by providing thirty (30) day written notice to COUNTY. City of Eden Prairie No. ______________ Hennepin County No. ______________ 12 Attachment B With respect to the services provided pursuant to this Agreement, VENDOR shall, at its sole expense, procure and maintain insurance of the types, and in the form and amounts described below from insurer(s) authorized to transact business in the state where services or operations will be performed by VENDOR. Such insurance and required coverage shall be in forms acceptable to _________. The insurance requirements described below shall be maintained uninterrupted for the duration of this Agreement and beyond such term when so required, and shall cover VENDOR, and others for whom and/or to whom VENDOR may be liable, for liabilities in connection with work performed for or on behalf of _______, its agents, representatives, employees or contractors. VENDOR is required to have and keep in force the following minimum insurance coverages or VENDOR’s actual insurance limits for primary coverage and excess liability or umbrella policy limits, whichever is greater: REQUIRED INSURANCE COVERAGES MINIMUM (1) Commercial General Liability (CGL) General Aggregate Products—Completed Operations Aggregate Personal and Advertising Injury Each Occurrence—Combined Bodily Injury and Property Damage Coverage shall be on an occurrence basis and include contractual liability coverage. Coverage shall be written on the most current ISO (Insurance Services Office, Inc.) CGL form or its equivalent. $2,000,000 $2,000,000 $1,500,000 $1,500,000 City of Eden Prairie No. ______________ Hennepin County No. ______________ 13 (2) Workers’ Compensation and Employer’s Liability Workers’ Compensation Employer’s Liability: Bodily injury by accident—Each Accident Employer’s Liability: Bodily injury by Disease—Policy Limit Employer’s Liability: Bodily injury by Disease—Each Employee If VENDOR is based outside the state of Minnesota, coverage must comply with Minnesota law. If VENDOR is a sole proprietor, it is exempted from the above Workers’ Compensation requirements to the extent provided by Minnesota law. In the event that VENDOR should hire employees or subcontract this work, VENDOR shall obtain the required insurance. Statutory $500,000 $500,000 $500,000 (3) Automobile Liability VENDOR shall maintain automobile liability and, if necessary, commercial umbrella insurance. Such insurance shall cover liability for bodily injury and property damage arising from the use or operation of any auto, including those owned, hired or otherwise operated or used by or on behalf of VENDOR. $1,000,000 CITY COUNCIL AGENDA SECTION: Public Hearings DATE: May 3, 2022 DEPARTMENT/DIVISION: Community Development/Planning Julie Klima/Beth Novak-Krebs ITEM DESCRIPTION: Certificate Of Appropriateness 2022-01-001 ITEM NO.: IX.A. Requested Action Move to: • Close the Public Hearing; and • Adopt the Findings of Fact and Approve Certificate of Appropriateness 2022-01-001 for new siding, roofing, doors and soffit and fascia for the Birchwood Cabin at the Glen Lake Children’s Camp. Synopsis Glen Lake Children’s Camp also known as Camp Edenwood is located at 6350 Indian Chief Road on the eastern shore of Birch Island Lake. The Glen Lake Children’s Camp was listed on the National Register of Historic Places in 1999. In June 2013, the site was locally designated as a Heritage Preservation Site. The City owns the property but leases it to True Friends, a non-profit organization who creates an environment where experiences and adventures are open to individuals of all abilities. True Friends has signed a 20-year lease on the property, which began in 2015. As part of the lease agreement, they are responsible for the maintenance and upkeep of all the buildings at the site. True Friends is requesting approval of Certificate of Appropriateness (COA) to replace the siding, soffit and fascia, shingles and doors on the Birchwood Cabin at the Glen Lake Children’s Camp. The appearance of the improvements is similar to the recently approved improvements to the Lion’s Den. At its April 18, 2022 meeting, the Heritage Preservation Commission (HPC) reviewed the COA request and recommended that the City Council approve the COA. The Certificate of Appropriateness will approve the replacement of the siding, soffit and fascia, shingles and doors on the Birchwood Cabin. Findings of Fact The Heritage Preservation Commission (HPC) recommended to the City Council the following Findings based on criteria in City Code, Section 11.05, Subd. 8. A.1, Criteria for Alteration of Historic Preservation Sites and Subd. 8. C., Criteria for Certificate of Appropriateness: • The proposed improvements to the Birchwood Cabin are needed. The building is noncontributing to the Glen Lake Children’s Camp National Register designation, but adds to the overall character of the camp and how it is used. The improvements will ensure that the structure will continue to be used for its intended purpose for years to come. • The building was built in 1982-83 after the period of significance, but the improvements will be consistent with the materials and colors of the other buildings on the site. • A notice of public hearing was published in the newspaper on April 21, 2022. • Proper notice was given to property owners within 500 feet of the site. • The COA application and related documents were provided and reviewed by the HPC. • The application meets the Secretary of The Interior’s Standards, and the specific Criteria in City Code, Section 11.05, Subd. 8. A.2, Criteria for Alteration of Historic Preservations Sites, and Subd. 8. C., Criteria for Certificate of Appropriateness. Background The HPC held a meeting on April 18, 2022 and voted unanimously to recommend the City Council approve the application for the Certificate of Appropriateness No. 2022-01-001. Attachments 1. COA Application 2. Findings of Fact 3. Unapproved HPC Minutes 04-18-2022 4. Location Map Please mail the completed form and required material to: State Historic Preservation Office 203 Administration Building 50 Sherburne Ave St. Paul, MN 55155 This is a new submittal This is additional information relating to SHPO Project #: ____________ DATE:_________________ Please refer to the Instructions for Completing the Request for Project Review Form. Submit one Request for Project Review form for each project. Project submittals will not be accepted via fax or e-mail. For questions regarding the SHPO review process, please visit our website or contact Kelly Gragg-Johnson, Environmental Review Specialist, at 651-201-3285 or kelly.graggjohnson@state.mn.us. Project Title: ________________________________________________________________________________________ Project Address (or Location): _________________________________________________________________________ City / Township (circle one): ________________________ Zip: __________ County: ________________ Legal Description: Township ______ Range ______E/W (circle one) Section ______ Quarter-section ______ Project Contact Name: ____________________________________ Title: ___________________________________ Company/Agency: ___________________________________________________________________________________ Street Address: ___________________________________ Phone Number: ______________________________ City: _________________________ State: ______ Zip: ______________ Email: _________________________ Federal Agency (if applicable): _______________________________________________________________________ (Agency providing funds, licenses, or permits) Permit or Project Reference #: _____________________________ State Agency (if applicable): _________________________________________________________________________ (Agency providing funds, licenses, or permits) Permit or Project Reference #: _____________________________ Local Agency (if applicable): _________________________________________________________________________ (Continued on Reverse Side) A)REQUIRED FOR ALL PROJECTS Write a detailed description of the proposed project. (See attached.) _______________________________________________________________________________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ Attach a map of project location, with project area(s) clearly marked. Road names must be included and legible. B)Architecture Are there any buildings or structures within the project area? Yes No If No, continue to the Archaeology section below. If Yes, submit all of the following information: List all buildings and structures within the project area and the year they were built. (See attached.) _______________________________________________________________________________________________ _______________________________________________________________________________________________ Photographs of each building and structure located within the project area, along with a photo key. Include streetscape images, if applicable. All photographs must be clear, crisp, focused, and taken at ground level. Aerial photos are insufficient. List known historic buildings or structures located within the project area (i.e., individual properties or districts which are listed in the National Register or which meet the criteria for listing in the National Register). (See attached.) _______________________________________________________________________________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ C)Archaeology Does the proposed undertaking involve ground-disturbing activity? Yes No If No, this form is complete. If Yes, submit all of the following information: Attach the relevant portion of a 1:24000-scale USGS topographic map (photocopied or computer generated) with the project boundary marked. Description of current and previous land use and disturbances: (See attached.) _______________________________________________________________________________________________ _______________________________________________________________________________________________ Any available information concerning known or suspected archaeological resources within the project area. (See attached.) _______________________________________________________________________________________________ _______________________________________________________________________________________________ April 2018 Detailed Description of the Proposed Project The City of Eden Prairie owns the property 6350 Indian Chief Road. The property includes the Glen Lake Children’s Camp also known as Camp Eden Wood. The Glen Lake Children’s Camp was listed as a National Register of Historic Places in 1999. In June 2013, the site was locally designated as a Heritage Preservation Site. True Friends, a non-profit organization who creates an environment where experiences and adventures are open to individuals of all abilities has signed a 20-year lease on the property, which began on January 1, 2015. As part of the lease agreement, they are responsible for the maintenance and upkeep of all the buildings at the site. The City of Eden Prairie recently received an application for a Certificate of Appropriateness from True Friends to replace the siding, soffit and fascia, shingles and doors on the Birchwood Cabin at the Glen Lake Children’s Camp. The overall property is located on the eastern shore of Birch Island Lake in the City of Eden Prairie (see location map). The Birchwood Cabin is located just north of the Dormitory and west of the Lion’s Den (see attached map and site plan). The Birchwood Cabin was built in 1982-83. Because the Birchwood Cabin was constructed after the period of significance, it is considered non-contributing. This cabin features a large living and dining area with vaulted ceilings, fireplace, furnished kitchen, a lower level gathering room, four bathrooms, and sleeping spots for up to 28 guests. The building has vertical wood siding, horizontal sliding sash windows, and asphalt shingles (see attached photographs). True Friends is proposing to use the following building materials: fiberglass doors and frames, LP Smart Side lap siding, extruded aluminum fascia and soffit, and asphalt shingles (see attached data sheets). The colors and materials proposed to be used on the building will match those colors and materials used on the Lion’s Den and the Berglund Center. A COA for the Lion’s Den was approved in 2019 and included similar improvements (see attached photographs of the Lion’s Den post improvements and the Berglund Center). This project will ensure the Birchwood Cabin will remain usable and in good repair for years to come. DISCLAIMER: The City of Eden Prairie does not warrant the accuracy nor the correctnessof the information contained in this map. It is your responsibility to verify the accuracyof this information. In no event will The City of Eden Prairie be liable for any damages,including loss of business, lost profits, business interruption, loss of business informationor other pecuniary loss that might arise from the use of this map or the information itcontains. Map information is believed to be accurate but accuracy is not guaranteed.Any errors or omissions should be reported to The City of Eden Prairie. *Any aerial photography and parcel geometry wasobtained from Hennepin County and allusers are bound by the express written contract between Hennepin County and the Cityof Eden Prairie. F1:4,800Scale: 0 0.10.05Miles Miles 0 580290FeetFeet Glen Lake Children's Camp Camp Eden Wood Birch Island Lake 6350 Indian Chief Road Birchwood Cabin Certificate of Appropriateness Location of Birchwood Cabin Lion’s Den Birchwood Cabin Dormitory Dining Hall/Recreation Center Garage 1 Berglund Center Birchwood Cabin Photographs of Current Birchwood Cabin SAMPLE SPECIFICATIONS FIBERGLASS DOORS AND FRAMES PART 1 GENERAL 1.01 DESCRIPTION A. WORK INCLUDED 1. Openings as shown in the schedule, on the plans and bound into these specifications. 2. The removal of existing doors, frames, glass, etc as noted. (OPTIONAL) 3. The installation of new opening systems that include aluminum frames, fiberglass doors, fiberglass panels, door hardware as scheduled in the specifications. 4. HEAVY DUTY WIDE STILE FRP DOORS 1.02 QUALITY ASSURANCE A. MANUFACTURER’S CERTIFICATION Manufacturer is to have a minimum of 5 years experience in the production of pre-hardwared and pre-assembled door systems, using the type of materials specified for this project. B. WARRANTIES 1. Wide Stile FRP doors will carry a 25 year limited warranty on doors structural integrity, main frame, and the lamination between face sheets and core. 2. THE ENTIRE SYSTEM (excluding hardware) will be guaranteed for 10 years. 3. Each door hardware component will carry its own manufactures warranty and should not be confused with the warranty of the FRP door and frame. C. TEST REPORTS AND PERFORMANCE REQUIREMENTS Entrance systems must comply with requirements for system performance characteristics as determined by the testing methods that follow: Two copies of test reports covering the test procedures as listed are to be included with the submittals. 1. COMPLETE SYSTEM REQUIREMENT TESTS – Complete system units that include door, frame and hardware are to meet the following criteria: a. THERMAL TRANSMITTANCE TESTS: 1. U-factors expressed in Btu/hr-ft(2)-F – AAMA 1503-98-.072 2. R-value expressed in hr-ft(2)-F/Btu-ASTM 1503-98- 1.39 b. STRUCTURAL PERFORMANCE TESTS 1. Air infiltration: ASTM E283 @ 1.57 psf (25 mph) – 0.31 cfm/ft (2) ASTM W182 @ 6.24 psf (50 mph) – 0.97 cfm/ft (2) 2. Water Penetration: ASTM E331 – 15 Min Cycle – NO ENTRY 3. Uniform Load – ASTM E330 – (+) – 112.5 psf c. STRUCTURAL INTEGRITY TESTS: 1. Exit Bar Pull Off Test – 7975 lbs. minimum load resistance before exit bar disengages from door 2. Closer Pull Off – 8000 lbs. minimum load resistance before closer disengages from door d. WINDBORNE DEBRIS RESISTANCE TESTS: 1. Missile Impact Test – PA201 – 94 – PASSED 2. Cyclic Wind Pressure Test – PA203 – 94 – 60PSF 3. Forced Entry Test – SFBC 3603.2 – 300 lbs. – PASSED 2. DOOR LEAF EQUIREMENT TESTS – Door leaf without frame or hardware and with a minimum lite cut out of 12” x 24” is to meet the following criteria: a. CONCENTRATED LOAD BOW TEST – 5000 lbs minimum load with no permanent deflection to door leaf b. TORSION TWIST TEST - @300 lbs. minimum load with no permanent set to door leaf. 3. FACE SHEET REQUIREMENT TESTS – FRP material and FRP face sheets with core material are to meet the following criteria: a. CENTER DOOR SECTION (face sheet/core/face sheet) 1. Gardner Impact Test – ASTM D5420 – 413.72 in-lb. b. FRP MATERIAL (MR84) 1. Flexural Strength Test – ASTM D790 13.3 x 103 2. Izod Impact Strength Test – ASTM D256 – 15 ft-lb/in thickness 3. Barcol Hardness – ASTM D5420 – 50 1.03 MANUFACTURERS A. ACCEPTABLE MANUFACTURERS VALE DOOR – Collingdale, Pa. A This is a PERFORMANCE SPECIFICATION. There are no Patents, Contractual Agreements, or any other type of restrictions that limit competition with the products described in this Performance Specification. However, it should be noted that the manufacturer listed in this specification would have to make some modifications to their standard products and new dies and designs may be required to adhere to the demands of this specification. B. APPROVED EQUAL PRODUCTS Equal products by manufacturers not listed in this specification will be considered only if those products are in strict compliance with the demands of this performance specification. The manufacturer name, address, phone number and any modifications needed to a standard product must be noted on the bid reply form. C. APPROVAL PROCEDURE 1. Submit manufacturer’s technical data for each type (STILE CLASSIFICATION) of door. Include all frame & door sections, elevations, and details. 2. Two copies of current test reports are to be included with the submittals. 3. Submit two samples of each door STILE CLASSIFICATION that shows rails, stiles core, joint construction and edge trim. D. SHOP DRAWINGS 1. Submit SIX sets of shop drawings for the fabrication and installation of the Doors and Frames, and associated components of the work. Included wall elevations and detail sections of every typical composite member. Show frame anchoring, frame repairs to existing frames, glazing details, interior and exterior wall repairs and any other component or accessory required to complete each door opening 2. Include details of main frame corner joint construction on doors, Stile and Rail size, Core material, Vision lite moldings, Louvers and Factory Finishing Specifications. 3. Details of HARDWARE REINFORCING Material, Size & Thickness, Locations on both door(s) and frame and Method of attachment. 1.04 PRODUCT DELIVERY, STORAGE AND HANDLING A. IDENTIFICATION Each door, frame and any additional components will be tagged with a mark or number which correlates with the designation system used for shop drawings. B. PROTECTION All material will be protected during transit and storage from soiling and deterioration. PART 2 DOORS, FRAMES AND PANELS 2.01 DOOR SYSTEM CLASSIFICATIONS: 1. VALE DOOR SOLUTIONS V600 2.02 MATERIALS A. ALUMINUM MEMBERS 1. Doors, frames, miscellaneous components, and entrance systems accessories are to be from the same manufacturer. Splitting the source for these items will not be permitted. 2. Provide alloy and temper as recommended for resistance to corrosion and color control. Aluminum member references are ASTM B 221 for extrusions and ASTM B 209 for sheets 2.03 ALUMINUM FRAMES: A. STANDARD CLOSED BACK FRAMES shall be of extruded aluminum 6063-T5 alloy and a wall thickness of .125”. 1. VERTICAL MEMBERS – All vertical frame jambs and mullions will be full height of opening 2. SECTIONS – Tube sections will be 2” x 8” with joints connected by use of reinforcing clips and machine screws 3. Finish is 313, or as selected by the architect 4. All exposed screws must be stainless steel with spanner heads 5. CLOSED BACK FRAMES are 2” X 8” X .125” tubing (or equal) 2.04 FIBERGLASS (FRP) PANELS A. ALUMINUM EDGED FIBERGLASS (FRP) PANELS 1.. CONSTRUCTION - Panels will be constructed of two sheets of .120 fiberglass sheets bonded to ¾” core material. Panel thickness will be 1”. An aluminum frame surrounds the perimeter of the panel, and measures 1” x 1” x 1” with 1/8” wall thickness. WOOD EDGED PANELS WILL NOT BE ACCEPTED. 2. CORE material will be 24-psi density polystyrene with a FLAME SPREAD rating of no more than 25. CORE MATERIAL MUST HAVE A PROVEN RECORD FOR USE IN PANEL FABRICATION – WITHOUT DELAMINATING URETHANE CORES will not be accepted 3. FRP face sheets will be .120 minimum thickness with a pebble like surface 4. COLOR will be selected from Vale color chart. 5. Provide U.V. Protection equal to “Kal-Lite” premium greenhouse “Resin-Acrylic” modified as a U.V. Inhibitor. 6. PANELS are by Vale model VC90 (OR EQUAL) 2.05 EXTRA HEAVY DUTY FIBERGLASS WIDE STILE (FRP) DOORS A. STRUCTURAL MAIN FRAME – Doors have an aluminum main frame constructed from extruded aluminum 6063 – T6 alloy. Doors are 1 ¾” thick. Main frame tube is to be a single extruded unit measuring 1 ½” x 5 ¾” (O.D.) on both side stiles and 6” (O.D.) Top and Bottom rails. Spliced extrusions that are joined together to measure 6” will not be accepted. B. MAIN FRAME WALL THICKNESS 1. Side Stiles Minimum 3/16” thick hinge edge wall 2. Top and Bottom Rails Minimum 1/8” thick outside edge wall (tie rod spline built into tube) 3. All Rails and Stiles Minimum 1/8” thick face walls 4. All Rails and Stiles Minimum 1/8” thick inside edge wall C. MAIN FRAME JOINERY – Assembly for the meeting joints of the Rails and Stiles on the main frame are to be MORTISE & TENON on all four joints. Secured with: 2 Tie Rods in Head Rail and 1 Tie Road in Bottom Rail. “WELDED JOINTS WILL NOT BE ACCEPTED” D. FACE SHEETS – Face sheets will be fiberglass reinforced polyester. .120” thick and have A pebble-like embossed finish. Face sheet color to be selected from Vale’s color chart. FRP face sheets are MR84 high impact FRP MATERIAL that has been tested by ASTM D5420 Gardner Impact Test rating no lower than 413.72 in-lb (or equal) E. CORE MATERIAL – will be 25 psi density polystyrene with a flame spread rating of no more than 25. F. INTER-LOC EDGE TRIM – All aluminum trim is completely removable. All parts of the door are REPLACEABLE and REPAIRABLE in the field. No fastening devices are exposed on the Stile Edge Trims. SNAP-ON OR SCREW-ON STILE TRIM WILL NOT BE ACCEPTED. Edge Trim finish is 313, or as selected by architect G. WEATHER STRIPPING – Center stiles of pairs will have pile weather-stripping .500 backing width, .5” pile height. H. HARDWARE REINFORCING – CLOSER reinforcing to be ¼” aluminum inserted into head rail. Other surface applied hardware is reinforced with the standard mainframe tube wall thickness of 1/8” . Reinforcing for mortise and concealed hardware is to be done per template requirements. SEX OR THRU BOLTS WILL NOT BE ACCEPTED 2.06 VISION LITES A. FABRICATION – Vision lite trim moldings will be aluminum extrusion – 6063-T5 alloy and removable from the inside only. All exposed screws must be stainless steel with spanner heads. B. Divided Lites will be FACTORY glazed using ¼” or 1” thick glass as listed on the door schedule. Hardware that conflicts with the location of the vision lite kit and any other door hardware will not be accepted. Replacing glass must be done without removing any other hardware. C. Lite Kit Finish is 313 or as selected by architect D. DOOR VISION KITS are by THE DOOR MANUFACTURER ONLY. 2.07 RECESSED FLUSH PULLS A. FABRICATION – Recessed pull handle 6” x 8 ½” x 1-9-16” manufactured from all extruded aluminum 6063-T5 alloy. Unit is welded together. Pull will be finished to match door edge trim or as specified. All exposed screws must be stainless steel with spanner heads. B. SAFETY FEATURE - Pull is to be secured to main frame of door WITHOUT any of fastening devices EXPOSED to the FINGERS when hand is inserted into pull to open door. C. Pull is to be supplied and installed at factory by door manufacturer. All necessary reinforcements and modifications to the door for receiving the recessed flush pull is to be done at the factory. Pull is also guaranteed for 10 years. Pull Finish is 313 or as selected by architect. D. RECESSED FLISH PULLS are by THE DOOR MANUFACTURER ONLY PART 3 MISCELLANEOUS MATERIALS: 3.01 GLASS AND GLAZING A. GLASS – For door vision lites and frame panels will be ¼” clear tempered safety glass (ASTM C 1048, TYPE I) or Sheet glass (ASTM C 1048, TYPE II) which has been heat strengthened by manufacturer’s standard process. GLASS color will be clear. B. GLAZING – Door vision lites will be glazed at the factory. All other glazing will be done in the field. End of Section Technical Data Sheet Landmark®, Landmark® Premium, Landmark® Pro Shingles, Landmark® Pro/Architect 80 (NW Region Only) Shingles PRODUCT INFORMATION Landmark shingles reflect the same high manufacturing standards and superior warranty protection as the rest of CertainTeed's line of roofing products. Landmark Premium (and Algae Resistant-AR), Landmark PRO (and AR) and Landmark (and AR) are built with the industry's toughest fiber glass mat base, and their strict dimensional tolerance assures consistency. Complex granule color blends and subtle shadow lines produce a distinctive color selection. Landmark is produced with the unique NailTrak nailing feature. Please see the installation instruction section below for important information regarding NailTrak. In the Northwest Region Landmark PRO (AR) is double-branded as Landmark PRO/Architect 80 (AR). Landmark algae-resistant (AR) shingles are algae-resistant and help protect against dark or black discoloration, sometimes called staining or streaking, caused by blue-green algae. AR shingles are not available in all regions. Colors: Please refer to the product brochure or CertainTeed website for the colors available in your region. Limitations: Use on roofs with slopes greater than 2" per foot. Low-slope applications (2:12 to < 4:12) require additional underlayment. In areas where icing along eaves can cause the back-up of water, apply CertainTeed WinterGuard Waterproofing Shingle Underlayment, or its equivalent, according to application instructions provided with the product and on the shingle package. Product Composition: Landmark Series shingles are composed of a fiber glass mat base. Ceramic- coated mineral granules are tightly embedded in carefully refined, water-resistant asphalt. Two pieces of the shingle are firmly laminated together in a special, tough asphaltic cement. All Landmark shingles have self-sealing adhesive strips. Applicable Standards ASTM D3018 Type I ASTM D3462 ASTM E108 Class A Fire Resistance ASTM D3161 Class F Wind Resistance ASTM D7158 Class H Wind Resistance UL 790 Class A Fire Resistance ICC-ES ESR-1389 and ESR-3537 CSA Standard A123.5 (Regional) Miami-Dade Product Control Approved Florida Product Approval # FL5444 Meets TDI Windstorm Requirements Technical Data: Landmark Landmark PRO* Landmark Premium (and AR) (and AR) (and AR) Weight/Square (approx.) 219 to 238 lb ** 240 to 267 lb ** 300 lb Dimensions (overall) 13 1/4" x 38 3/4" 13 1/4" x 38 3/4" 13 1/4" x 38 3/4" Shingles/Square (approx.) 66 66 66 Weather Exposure 5 5/8" 5 5/8" 5 5/8" *Includes Landmark PRO AR/Architect 80 **Dependent on manufacturing location Technical Data Sheet Landmark® Series Shingles Page 2 of 2 INSTALLATION Detailed installation instructions are supplied on each bundle of Landmark shingles and must be followed. Separate application sheets may also be obtained from CertainTeed. Hips and Ridges: For capping hip and ridge apply CertainTeed Shadow Ridge, Cedar Crest or Mountain Ridge shingles of a like color. MAINTENANCE These shingles do not require maintenance when installed according to manufacturer's application instructions. However, to protect the investment, any roof should be routinely inspected at least once a year. Older roofs should be looked at more frequently. WARRANTY Landmark Premium (and AR), Landmark PRO/Architect 80 AR, Landmark PRO (and AR), and Landmark (and AR) shingles carry a lifetime limited, transferable warranty to the consumer against manufacturing defects when applied to stated CertainTeed application instructions for this product. In addition, Landmark Premium (and AR), Landmark PRO (and AR), Landmark PRO/Architect 80 AR, and Landmark (and AR) carry 10-years of SureStart™ Protection. Landmark AR shingles carry a 10-year algae resistance warranty. Landmark Premium AR, Landmark PRO AR, and Landmark PRO/Architect 80 AR shingles carry a 15-year algae resistance warranty. For specific warranty details and limitations, refer to the warranty itself (available from the local supplier, roofing contractor or on-line at www.certainteed.com). FOR MORE INFORMATION Sales Support Group: 800-233-8990 Web site: www.certainteed.com See us at our on-line specification writing tool, CertaSpec®, at www.certainteed.com/certaspec. CertainTeed 20 Moores Road Malvern, PA 19355 © 01/20 CertainTeed LPZB0590 The Beauty Of Wood. Made Better. Product Specifications Texture Length Actual Width Actual Thickness Cedar-Ploughed Fascia 16 ft. (192 in.) (4877 mm)5.5 in. (140 mm) 0.625 in. (16 mm) Cedar-Ploughed Fascia 16 ft. (192 in.) (4877 mm)7.21 in. (183 mm)0.625 in. (16 mm) LP SmartSide 440 Series Fascia 5.5 in., 7.21 in.(140 mm, 185 mm) 0.300 in. 2 mmradius 0.625 in.(15 mm) 0.500 in. 0.750 in. Cedar • Interior or exterior use, including corner boards, windows and doors • Narrow widths save cutting time with no ripped edges to re-prime • Pre-primed for exceptional paint adhesion • 16' length results in faster installation • Available in strand substrate 1.5, 2.5, 3.5, 4.5, 5.5, or 7.21, 9.21, 11.21 in.(38 mm, 64 mm, 89 mm, 114 mm, 140 mm, 183 mm, 234 mm, 285 mm) 0.625 in. (16 mm) 2.5 in., 3.5 in., 5.5 in. or 7.21 in.(63 mm, 90 mm, 140 mm or 185 mm) 0.530 in.(13.46 mm)3.5 in., 5.5 in., 7.21 in., 9.21 in. or 11.21 in.(90 mm, 140 mm, 185 mm, 235 mm or 286 mm) 1.375 in.(35 mm) 1.5, 2.5, 3.5, 4.5, 5.5, 7.21, 9.21, or 11.21 in. (38 mm, 64 mm, 89 mm, 114 mm, 140 mm, 183 mm, 234 mm, or 285 mm) 0.910 in. (23 mm) LP SmartSide 440 Series Trim LP SmartSide 190 Series Trim LP SmartSide 2000 Series Trim LP SmartSide 540 Series Trim Texture Length Actual Width Actual Thickness Cedar 16 ft. (192 in.)(4877 mm)1.5 in. (38 mm)0.625 in. (16 mm) or 0.910 in.(23 mm) 16 ft. (192 in.)(4877 mm) 2.5 in. (64 mm) 0.530 in. (13 mm), 0.625 in. (16 mm) or 0.910 in.(23 mm) 16 ft. (192 in.)(4877 mm)3.5 in. (89 mm)0.530 in. (13 mm), 0.625 in. (16 mm), 0.910 in.(23 mm) 16 ft. (192 in.)(4877 mm)4.5 in. (114 mm) 0.910 in.(23 mm) 16 ft. (192 in.)(4877 mm)5.5 in. (140 mm)0.530 in. (13 mm), 0.625 in. (16 mm), 0.910 in.(23 mm) 16 ft. (192 in.)(4877 mm)7.21 in. (183 mm)0.625 in. (16 mm), 0.910 in.(23 mm) 16 ft. (192 in.)(4877 mm)9.21 in. (234 mm)0.625 in. (16 mm), 0.910 in.(23 mm) 16 ft. (192 in.)(4877 mm)11.21 in.(285 mm)0.625 in. (16 mm), 0.910 in.(23 mm) Metric units are rounded to the nearest millimeter. *Special order items require minimum quantity and extended lead times. 2 Smooth Lap Understated Elegance • Traditional look that accentuates the architectural features of any home • Smooth texture for a clean finish • Pre-primed for exceptional paint adhesion • 16' length results in faster installation • Available in fiber substrate Available as part of Foundations LP Smartside 76 series Smooth Lap Siding 5.84 in., 7.84 in., 11.84 in. (148 mm, 199 mm, 301 mm) 0.375 in. (10 mm) Texture Length Actual Width Actual Thickness Smooth 16 ft. (192 in.)(4877 mm)5 .84 in. (148 mm) 0.375 in. (10 mm) 16 ft. (192 in.)(4877 mm)7 .84 in. (199 mm) 0.375 in. (10 mm) 16 ft. (192 in.)(4877 mm)11.84 in. (301 mm) 0.375 in. (10 mm) Cedar Lap Durable Beauty • The natural look of cedar • Pre-primed for exceptional paint adhesion • 16' length results in faster installation • Available in fiber substrate Available as part of Foundations LP® Smartside® 76 series Cedar Lap Siding 5.84 in., 7.84 in., 9.47 in., 11.84 in. (148 mm, 199 mm, 241 mm, 301 mm) 0.375 in. (10 mm) Texture Length Actual Width Actual Thickness Cedar 16 ft. (192 in.)(4877 mm)5.84 in. (148 mm) 0.375 in. (10 mm) 16 ft. (192 in.)(4877 mm)7.84 in. (199 mm) 0.375 in. (10 mm) 16 ft. (192 in.)(4877 mm)9.47 in. (241 mm) 0.375 in. (10 mm) 16 ft. (192 in.)(4877 mm)11.84 in. (301 mm) 0.375 in. (10 mm) Metric units are rounded to the nearest millimeter. *Special order items require minimum quantity and extended lead times. LP SmartSide Lap Specifications LP SmartSide Product Collection Trim & Fascia Architectural Collection Precision Series Foundations Full range of options Distinctive selection of Robust and durable Clean looks and to complement any products, each developed collection wood composite lasting performance substrate, including with enduring beauty products; structurally-rated at a great value wood, brick, vinyl in mind panels that can be or stucco applied direct to stud Variety of widths Cedar Textured Shakes* CedarTextured Lap CedarTextured and and textures, Bold Profiles* APA Structurally-Rated Panel Smooth Lap including plowed Colonial Beaded Lap* Textured Soffit Smooth & Textured Soffit fascia Reverse Board & Batten* Stucco Panel* Vented Soffit** Fiber-reversible Fiber* Strand Fiber Strand-cedar texture Strand** Up to 20’ Up to 16’ Up to 16’ Up to 16’ Description Products Treated Substrate Lengths SmartGuard® manufacturing 5/50 Warranty 12 Beauty. Durability. Workability. ®® • Beauty – authentic cedar wood grain in longer lengths can mean fewer seams on the home • Durability – protects your reputation and helps reduce call-backs • Workability – works and cuts like traditional wood with no special tools LPCorp.com Siding Coverage Guide Install Keys to Success • Handle carefully to avoid damage to the siding. • Consistently gap all joints 3/16" • Maintain 6" ground clearance and 1" clearance from roofs and sloped patio and porch surfaces • Properly space nails from edge of siding and penetrate studs 1-1/2" minimum. Blind nail Precision Series lap siding. • Properly finish all exposed surfaces including less visible drip edges closer to the ground. LPZB0575© 2011 Louisiana-Pacific Corporation. All rights reserved. LP and SmartSide are registered trademarks of Louisiana-Pacific Corporation. Printed in U.S.A. Technical Product Datasheet Extruded Aluminium Fascia & Soffit Systems ‘Eclipse’ Fascia and Soffit systems are designed to incorporate a professionally finished, aesthetic appearance with very low maintenance and high vandal resistant features. This is achieved by a combination of secret fixings, heavy gauge aluminium extrusions and pressings, polyester powder coated to BS 6496. Added to the inherent architectural features is the suitability for exposed situations where high wind loadings can be encountered, e.g. airports, coastal areas and high buildings. ‘Eclipse’ Soffit systems are suitable for both internal and external applications with widths giving three effective widths of 100mm. The 100mm wide plank is designed to give a tongue and groove effect whilst the 100mm wide plank can give either a butt joint finish at 90mm wide or a delicate shadowline at 10mm wide. There is also a full range of trims and sections available to suit almost any application. Soffit 100mm wide Soffit Planks, Starter Trim, Closing trim, Corner trim. Fascia All Bespoke Sizes General Colour Options Stormguard Aluminum rainwater products are supplied in plain (mill) finish or in a range of factory applied polyester powder coatings. Colours with a BS or RAL number can be supplied. Architectural approved coater of Dupont, Akzo Nobel, Syntha Pulvin, IGP & Inver paint systems, ISO accredited to 9001:2008 Manufacture Extruded Aluminium rainwater profiles are extruded from alloy 6063 T4 T5 T6 to BS EN 775-9-2001. Aluminium sheet is manufactured from aluminium alloy SIC H4 to BS 485- 1:1994. The pressed components are produced from sheet manufactured from SIC H4 BS EN 485-1:1994. Aluminium castings are produced from aluminium alloy to BS EN 1706:1998.. Durability Aluminium gutter systems have a low maintenance life in excess of 40 years in rural and suburban conditions, and in excess of 25 years in industrial and marine conditions. Compatibility Direct aluminium contact with dissimilar metals or with materials containing lime or cement should be avoided. The polyester coating is insulation but a liberal coating of bitumen will be an additional safety factor. The use of aluminium in conjunction with copper roofs, cladding or flashings should be avoided. Contact Stormguard Rainwater Systems Technical Services for advice where heavily polluted atmospheres or marine conditions are involved for advice on material choice. Fire Rating Non-combustible to BS 476, Part 4: 1970 (1984). Melting temperature for aluminium is approximately 660°C. Lightning Conductivity The need for a lightning protection system is a decision to be made between the architect, the builder and the lightning protection engineer. This should be based on the risk factor as calculated in BS 6651:1999. When such a system is chosen for a building all metal gutters should be cross-bonded into it. Both economy and practicality indicate that the eaves gutter can be used in place of an eaves conductor tape by use of the Stormguard Rainwater Lightning Link. Maintenance - Routine Inspection Regularly clean out rainwater heads and gutters and ensure that downpipes are clear at all times. Check that joints and fixings are secure by periodic inspection, not less than twice a year, and preferably at the beginning of Autumn and again at the end of Winter. Brush down unpainted surfaces lightly to inspect if required. Plain finish goods will develop a natural grey aluminium oxide coating which forms a hard protective layer, preventing additional oxidization. Even with a well fixed installation, ladders should not be rested against the gutters. Clean polyester coated surfaces by regularly washing down with a warm detergent solution, and maintain paintwork in good condition. Do not clean with caustic or abrasive materials. In aggressive atmospheres such as marine environments and industrial areas BS 6496:1984 requires this cleaning to be carried out at up to three month intervals to maintain optimum appearance and durability. Lightning linkage fixings should be tested regularly in accordance with the specialist electrical maintenance instructions. Technical Support Technical advice is available from Stormguard Rainwater Systems Technical Services via: Telephone +44 (0)1625 665096 Facsimile +44 (0)1625 665097 Email sales@stormguardrainwater.co.uk Stormguard Rainwater Systems pursues a policy of constant product development and information contained within this datasheet is therefore subject to change without notice. The customer is responsible for ensuring that each product is fit for its intended purpose Lion’s Den Post Improvements Berglund Center Architecture and buildings The area of the Glen Lake Children’s Camp listed on the National Register of Historic Places includes three contributing buildings (dining hall/recreation building, garage and dormitory), one contributing structure (road), one contributing object (stone monument) and four noncontributing buildings (garage, Lion’s Den, Birchwood Cabin and Bouley Building). The dining hall/recreation building, dormitory, road and stone monument were constructed in 1925. The garage was constructed in 1930. The Bouley Building also known as the Respite Center was constructed in 1973-75. The Bouley Building has since been replaced with the Berglund Center. The Lion’s Den was built in 1982 and the Birchwood Cabin was constructed in 1982-83. The proposed improvements are for the Birchwood Cabin only. 1 TO: Heritage Preservation Commission FROM: Beth Novak-Krebs, Staff Liaison for HPC DATE: April 18, 2022 PROJECT: COA – 2022-01-0001 Findings of Fact Recommendation Replace siding, doors, and roofing on the Birchwood Cabin building (non-historic) for maintenance purposes, consistent with the materials/colors of the other buildings within the boundaries of the Glen Lake Children’s Camp National Register Historic District property REQUEST AND BACKGROUND The City of Eden Prairie owns the property at 6350 Indian Chief Road. The property includes the Glen Lake Children’s Camp also known as Camp Eden Wood. The Glen Lake Children’s Camp was listed as a National Register of Historic Places in 1999. In June 2013, the site was locally designated as a Heritage Preservation Site. True Friends, a non-profit organization who creates an environment where experiences and adventures are open to individuals of all abilities has signed a 20-year lease on the property, which began on January 1, 2015. As part of the lease agreement, they are responsible for the maintenance and upkeep of all the buildings at the site. The area of the Glen Lake Children’s Camp listed on the National Register of Historic Places includes three contributing buildings (dining hall/recreation building, garage and dormitory), one contributing structure (road), one contributing object (stone monument) and four noncontributing buildings (garage, Lion’s Den, Birchwood Cabin and Bouley Building). The dining hall/recreation building, dormitory, road and stone monument were constructed in 1925. The garage was constructed in 1930. The Bouley Building also known as the Respite Center was constructed in 1973-75. The Bouley Building has since been replaced with the Berglund Center. The Lion’s Den was built in 1982 and the 2 Birchwood Cabin was constructed in 1982-83. The proposed improvements are for the Birchwood Cabin only. The Certificate of Appropriateness will approve the following: The City of Eden Prairie recently received an application for a Certificate of Appropriateness from True Friends to replace the siding, soffit and fascia, shingles and doors on the Birchwood Cabin at the Glen Lake Children’s Camp. The overall property is located on the eastern shore of Birch Island Lake in the City of Eden Prairie. The Birchwood Cabin is located just north of the Dormitory and west of the Lion’s Den. The Birchwood Cabin was built in 1982-83. Because the Birchwood Cabin was constructed after the period of significance, it is considered non-contributing. This cabin features a large living and dining area with vaulted ceilings, fireplace, furnished kitchen, a lower level gathering room, four bathrooms, and sleeping spots for up to 28 guests. The building has vertical wood siding, horizontal sliding sash windows, and asphalt shingles. Current Photographs of Birchwood Cabin 3 True Friends is proposing to use the following building materials: fiberglass doors and frames, LP Smart Side lap siding, extruded aluminum fascia and soffit, and asphalt shingles. The colors and materials proposed to be used on the building will match those colors and materials used on the Lion’s Den and the Berglund Center. A COA for the Lion’s Den was approved in 2019 and included similar improvements, which have been completed. This project will ensure the Birchwood Cabin will remain usable and in good repair for years to come. Berglund Center Lion’s Den Lion’s Den 4 FINDINGS OF FACT • The proposed products for siding, door and roofing replacement are found to meet general preservation standards applicable to this application request. The Heritage Preservation Commission may wish to adopt and recommend to the City Council the following Findings, based on the criteria in City Code, Section 11.05, Subd. 8. A.1, Criteria for Alteration of Historic Preservation Sites and Subd. 8. C., Criteria for Certificate of Appropriateness. C.1. Every reasonable effort shall be made to provide a compatible use for the property which requires minimal alteration of the buildings, structure, or site and its environment, or to use the property for its originally intended purpose. The proposed improvements to the Birchwood Cabin are needed. The building is noncontributing to the Glen Lake Children’s Camp National Register Historic District. The improvements will ensure that the structure will continue to be used for its intended purpose for years to come. C.2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal of any historic material or distinctive features should be avoided when possible. The building was built in 1982-83 after the period of significance, but the improvements will be consistent with the materials and colors of the other buildings on the site. C.3. All buildings, structures and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be avoided. The building was built in 1982-83 after the period of significance, but the improvements will be consistent with the materials and colors of the other buildings on the site. C.4. Changes which have taken place in the course of time are evidence of the history and development of a building, structure or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. Not applicable. C.5. Distinctive stylistic features or examples of skilled craftsmanship which characterizes a building, structure, or site shall be treated with sensitivity. Not applicable. C.6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing 5 architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from other buildings or structures. The colors and materials will match the Lion’s Den and the Berglund Center and maintain a consistent look throughout the site. C.7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage historic building materials shall not be undertaken. Not applicable. C.8. Every reasonable effort shall be made to protect and preserve archaeological resources affected by, or adjacent to, any acquisition, stabilization, preservation, rehabilitation, restoration or reconstruction project. The proposed improvements do not require alterations to the site. C.9. The Commission and the Council shall also consider, when appropriate, the Secretary of The Interior’s Specific Standards for Preservation Projects. The Secretary of The Interior’s Standards for The Treatment of Historic Properties and Guidelines for The Treatment of Cultural Landscapes were considered in the review of this application. STAFF RECOMMENDATION Staff recommends approval of the application as submitted. UNAPPROVED MINUTES EDEN PRAIRIE HERITAGE PRESERVATION COMMISSION TUESDAY, APRIL 18, 2022 7:00 P.M. 8080 MITCHELL RD HPC COMMISSION MEMBERS: Rod Fisher (Chair); Paul Thorp (Vice- Chair); George Maxwell; Steve Schumacher; Robert Bowes; Andrew Scipioni; Andy Ludowese COMMISSION STAFF: Beth Novak-Krebs, Staff Liaison Kristin Harley, Recording Secretary STUDENT REPRESENTATIVES Andrea Porter; Joseph Canham; Devyn Stanton; Luc Willett I. CALL TO ORDER/ROLL CALL Chair Fisher called the meeting to order at 7:00 p.m. Absent were commission members Bowes and Maxwell and student representatives Porter and Canham. John LeBlanc of True Friends joined the meeting. II. READING OF LAND ACKNOWLEDGEMENT STATEMENT Stanton read the land acknowledgement statement. III. APPROVAL OF AGENDA MOTION: Schumacher moved, seconded by Scipioni to approve the agenda. Motion carried 5-0. IV. APPROVAL OF MINUTES MOTION: Schumacher moved, seconded by Fisher to approve the minutes of the February 28, 2022 minutes. Motion carried 5-0. MOTION: Fisher moved, seconded by Schumacher to approve the minutes of the Joint HPC and PRNRC March 7, 2022 minutes. Motion carried 5-0. V. NEW BUSINESS A. WELCOME NEW MEMBERS AND INTRODUCTIONS (NOVAK-KREBS) EDEN PRAIRIE HERITAGE PRESERVATION COMMISSION April 18, 2022 Page 2 Fisher introduced himself and welcomed the new commission members. All commission members and student representatives introduced themselves. B. SWEAR IN NEW MEMBERS (NOVAK-KREBS) Novak-Krebs swore in the new commission members. C. REVIEW CERTIFICATE OF APPROPRIATENESS FOR THE BIRCHWOOD CABIN SIDING DOORS AND ROOFING REPLACEMENT AT THE GLEN LAKE CHILDREN’S CAMP AND MAKE A RECOMMENDATION TO COUNCIL (NOVAK-KREBS) Novak-Krebs displayed a PowerPoint and gave some background on the Certificate of Appropriateness for the Birchwood Cabin. She explained the location of the Birchwood Cabin in context to the Lion’s Den, the dormitory, and the other buildings. It, like the Lion’s Den, was a non-contributing property built after the period of significance. Thorp added the site was a designated land area and these buildings were in it, but they were not historic properties themselves. John LeBlanc of True Friends, a non-profit organization which leases the property and maintains it, stated the previous name was “Camp Indian Chief,” ostensibly named after an indigenous chief buried on the property. Glen Lake Children’s Camp was placed on the National Register in 1999 and in 2013 was designated by the City of Eden Prairie as a Heritage Preservation Site. The City owned the property but True Friends leased the property and maintained the buildings. The Birchwood cabin was built in 1982-83 and included sleeping areas for up to 28 people, a kitchen, dining area, living room and bathrooms. Novak-Krebs displayed the current Birchwood Cabin, the proposed improvements to the siding, soffit, fascia, shingles, roofing and doors, and explained the intent to match the colors and materials used on the Lion’s Den and on the Bergland Center. She displayed the current Lion’s Den with its improvement and an image of the Berglund Center. All buildings would look similar after the improvements to the Birchwood Cabin. Improvements were needed to ensure the structure would continue to be used for its intended purpose. There would be no site alternations and all improvements would be consistent with The Secretary of The Interior’s Standards for The Treatment of Historic Properties. There would be no adverse effects on the historic Glen Lake Children’s Camp and staff recommended approval. After the motion tonight the commission’s recommendation would be taken to the May 3 City Council public hearing where the Council would consider approval of the COA and make their findings. EDEN PRAIRIE HERITAGE PRESERVATION COMMISSION April 18, 2022 Page 3 Schumacher asked for and received clarification that True Friends had a twenty-year lease (signed in 2015 or 2016) and were responsible for all capital upkeep of the property. Novak-Krebs stated Jay Lotthammer met with True Friends every year to discuss upkeep. Fisher asked for and received clarification that the improvements would bring the Cabin in line with the appearance of the Lion’s Den with similar colors and horizontal siding. Discussion followed on the improvements. Thorp asked for and received confirmation the driveway was still gravel by the Holasek House. He urged paving this driveway. LeBlanc gave a brief history of the site. The Camp was built in 1925 to serve children with tuberculosis as recounted in a book, The History of Tuberculosis in Minnesota. Sunshine and fresh air were seen as curative effects and there was also an effort to get children out of the sanitarium. The Camp was a gift in the will from parents who had lost a son. Thorp passed around a photograph of the monument which gave an interpretive paragraph on the site. Fisher suggested a tour of the site. MOTION: Schumacher moved, seconded by Scipioni to approve the Certificate Of Appropriateness and recommended approval by the City Council. Motion carried 5-0. D. DISCUSS NEXT STEPS FOR USING THE DORENKEMPER HOUSE (NOVAK-KREBS) Novak-Krebs stated it would be best to figure out when the house could be open for tours and who would be available to lead them. Thorp suggested it was best for now to play off events in the park. Adaptive reuse of the house was difficult due to lack of electricity, sewer and water. He suggested the annual Harvest Festival. Willet suggested holding a few small test events, then increasing these over the coming years. Novak-Krebs stated she would speak with the Parks, Recreation and Forestry Department to see the schedule of events coming up. Discussion followed on the possibility of incorporating the Fat Pants brewery beer truck. Ludowese suggested posting a virtual tour of the Dorenkemper House on Eden Prairie website. The commission members and staff commended this idea. Fisher urged the commission members to have some events in place by the Harvest Festival. EDEN PRAIRIE HERITAGE PRESERVATION COMMISSION April 18, 2022 Page 4 E. REVIEW HISTORIC PRESERVATION AWARD NOMINATIONS AND SELECT A WINNER (NOVAK-KREBS) Novak-Krebs handed out the sole nomination: Steve Olson, former HPC commissioner and bridge engineer, for his contributions to historic preservation in Eden Prairie. If Olson was chosen, the award would be presented at the May 3 City Council meeting. MOTION: Thorp moved, seconded by Schumacher to select Steve Olson as the recipient of the Heritage Preservation Award Motion carried 5-0. VI. OLD BUSINESS A. DISCUSS A POSSIBLE PROCESS TO INTERVIEW THOSE INVOLVED WITH THE 1968 COMPREHENSIVE PLAN (NOVAK-KREBS) Fisher gave some background for the new commission members. Novak-Krebs stated the commission members had discussed interviewing those involved. Thorp replied the only living person was Bob Lambert, who had served in the 1980s and 1990s, not in the 1960s when the plan was drafted. The City drilled first water well in 1971, starting the growth in Eden Prairie. Before that every house had to have a well and septic tank. Eden Prairie became a city in 1955. Fisher stated how he was impressed with how closely Eden Prairie followed the Comprehensive Plan. Novak-Krebs suggested coming up with a list of people to interview, such as David Lindahl and Bob Lambert. She suggested commission members think of questions about the overall development and specifically about the Plan. The interviews would be posted on the website along with the other oral histories. She would put this on next month’s agenda. B. DISCUSS POTENTIAL HISTORY DISPLAY AT THE HIGH SCHOOL (ROD FISHER) Fisher asked when a time would be available for him to meet with Stanton and Willett and the principal. Willett offered to contact Mr. Virgin and let Fisher know the arrangements. VII. REPORTS OF COMMISSION AND STAFF Novak-Krebs stated new commission members training would be held by her before the June meeting at 6:30, with the regular meeting at 7:00. VIII. REPORTS OF HISTORICAL SOCIETY EDEN PRAIRIE HERITAGE PRESERVATION COMMISSION April 18, 2022 Page 5 Thorp reminded commission members of the City Council workshop on the next evening. There was meeting with The Preserve on Wednesday. The Antique Sale would be held May 6 and 7. On May 16 at 7:00 p.m. the Historical Society would host the Joint HPC-Historical Society Meeting, and on May 25 the Annual Meeting for the Historical Society would be held. The upper-level research room of the Cummins Phipps Grill House was complete, with map files, City newspapers (Chaska Shakopee, Hopkins and all Eden Prairie News, bound ) and newspaper microfiche to 1865. IX. FYI ITEMS X NEXT MEETING The next HPC meeting will be held on Monday, May 16, 2022 at 7:00 p.m. at the Cummins Phipps Grill House. XI. ADJOURNMENT MOTION: Schumacher moved, seconded by Scipioni to adjourn. Motion carried 5-0. The meeting was adjourned at 8:05 p.m. DISCLAIMER: The City of Eden Prairie does not warrant the accuracy nor the correctnessof the information contained in this map. It is your responsibility to verify the accuracyof this information. In no event will The City of Eden Prairie be liable for any damages,including loss of business, lost profits, business interruption, loss of business informationor other pecuniary loss that might arise from the use of this map or the information itcontains. Map information is believed to be accurate but accuracy is not guaranteed.Any errors or omissions should be reported to The City of Eden Prairie. *Any aerial photography and parcel geometry wasobtained from Hennepin County and allusers are bound by the express written contract between Hennepin County and the Cityof Eden Prairie. F1:4,800Scale: 0 0.10.05Miles Miles 0 580290FeetFeet Glen Lake Children's Camp Camp Eden Wood Birch Island Lake 6350 Indian Chief Road Birchwood Cabin Certificate of Appropriateness CITY COUNCIL AGENDA SECTION: Payment of Claims DATE: May 3, 2022 DEPARTMENT/DIVISION: Tammy Wilson, Office of the City Manager/Finance ITEM DESCRIPTION: Payment of Claims ITEM NO.: X. Requested Action Move to: Approve the Payment of Claims as submitted (roll call vote) Synopsis Checks 290762 - 291065 Wire Transfers 1030483 - 1030590 Wire Transfers 8788 - 8808 City of Eden Prairie Council Check Summary 5/3/2022 Division Amount 000 General 0 601 Prairie Village Liquor 118,278 100 City Manager 28,056 602 Den Road Liquor 169,593 101 Legislative 1,421 603 Prairie View Liquor 97,544 110 City Clerk 196 605 Den Road Building 2,142 111 Customer Service 5,126 701 Water Enterprise Fund 87,138 113 Communications 11,030 702 Wastewater Enterprise Fund 323,132 114 Benefits & Training 540 703 Stormwater Enterprise Fund 3,820 131 Finance 487 Total Enterprise Fund 801,646 132 Housing and Community Services 7,936 136 Public Safety Communications 2,400 802 494 Commuter Services 35,706 137 Economic Development 8,000 803 Escrow Fund 232,981 151 Park Maintenance 31,555 806 SAC Agency Fund 44,730 154 Community Center 8,177 807 Benefits Fund 550,973 156 Youth Programs 6,504 809 Investment Fund 4,255 157 Special Events 15 812 Fleet Internal Service 17,502 158 Senior Center 1,838 813 IT Internal Service 62,075 162 Arts 172 815 Facilites Operating ISF 39,278 168 Arts Center 1,871 816 Facilites City Center ISF 37,134 180 Police Sworn 27,471 817 Facilites Comm. Center ISF 53,802 184 Fire 7,978 Total Internal Svc/Agency Fund 1,078,437 186 Inspections 3,048200Engineering3,070 Report Total 2,266,779 201 Street Maintenance 5,015 202 Street Lighting 71 Total General Fund 161,977 301 CDBG 11,893 303 Cemetary Operation 950 Total Special Revenue Fund 12,843 306 Federal Forfeiture Drugs 9,147 308 E-911 610 315 Economic Development 4,262 509 CIP Fund 4,547 512 CIP Trails 4,339 526 Transportation Fund 9,312 532 EP Road Connect Flying Cloud 722 536 General LRT 153,000 539 2020 Improvement Projects 6,626 540 Duck Lake Rd. Reconstruction 19,205 804 100 Year History 107 Total Capital Projects Fund 211,877 City of Eden Prairie Council Check Register by GL 5/3/2022 Check #Amount Supplier / Explanation Account Description Business Unit Comments 291035 346,661 METROPOLITAN COUNCIL MCES User Fee Wasterwater Collection Wastewater Svc Fee May 2022 8791 272,940 ULTIMATE SOFTWARE GROUP, THE Federal Taxes Withheld Health and Benefits Payroll Taxes PR ending 04.08.22 290906 232,981 SOUTHWEST TRANSIT Deposits Escrow Return of Police Investigation Funds 8789 199,520 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA PR Ending 03.25.22 290922 153,000 LP EP APARTMENTS, LLC Right of Way & Easement General Fixed Asset Account Gr Easement Town Ctr Station Settllement 8788 105,688 MINNESOTA DEPT OF REVENUE Sales Tax Payable Historical Culture Sales Tax Mar 2022 1030574 36,148 EPA AUDIO VISUAL INC Hardware Maintenance IT Capital 8793 30,304 EMPOWER Deferred Compensation Health and Benefits 1030570 29,739 CENTERPOINT ENERGY Gas Various funds 1030534 26,521 XCEL ENERGY Electric Various funds 1030571 25,118 DIVERSE BUILDING MAINTENANCE Janitor Service Various funds 8792 20,142 ICMA RETIREMENT TRUST-457 Deferred Compensation Health and Benefits 290840 19,667 BOLTON & MENK INC Design & Engineering Duck Lake Rd. Reconstruction 8798 17,704 NCR PAYMENT SOLUTIONS,PA, LLC Bank and Service Charges Liquor Store Delivery 291015 16,202 GRI EDEN PRAIRIE, LLC Other Contracted Services Prairie Village Liquor Store 291046 16,136 PRAIRIEVIEW RETAIL LLC Other Contracted Services Prairie View Liquor Store 290958 15,318 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Den Road Liquor Store 8808 14,347 U.S. BANK - I-494 PURCH. CARD Marketing 494 Corridor Commission 1030585 14,343 SRF CONSULTING GROUP INC Deposits Transportation Fund 290875 14,197 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Board of Prisoner Police Sworn 8804 13,711 FURTHER - AKA SELECT HSA - Employee Health and Benefits 291005 13,079 CORE & MAIN Repair & Maint. Supplies Water Distribution 8794 12,674 I-494 CORRIDOR COMMISSION Wages and Benefits 494 Corridor Commission 290936 11,886 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie Village Liquor Store 290798 11,650 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Den Road Liquor Store 290907 11,256 SSI KEF SLB LLC Electric Water Treatment 290919 10,958 VERIZON WIRELESS Other Contracted Services IT Operating 291013 10,675 GRAYMONT Treatment Chemicals Water Treatment 290870 10,648 FOSTER MICHELLE Other Contracted Services Rehab 290964 10,595 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Den Road Liquor Store 290790 10,413 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Den Road Liquor Store 290898 10,220 PRESCRIPTION LANDSCAPE Contract Svcs - Snow Removal Various funds 290828 8,292 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Prairie View Liquor Store 290845 8,260 CATALYST GRAPHICS INC Advertising Communications 291038 8,000 MORRIS LEATHERMAN COMPANY Other Contracted Services Economic Development 290957 7,628 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Den Road Liquor Store 290775 7,563 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie Village Liquor Store 291062 7,518 VALLEY RICH CO INC Equipment Repair & Maint Wasterwater Collection 290903 7,365 SHADYWOOD TREE EXPERTS INC Other Contracted Services Tree Removal 290807 7,271 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Den Road Liquor Store 290839 7,205 BMC SOFTWARE INC Software Maintenance IT Operating 290918 7,139 VALLEY RICH CO INC Equipment Repair & Maint Water Distribution 290791 7,050 BREAKTHRU BEVERAGE MN WINE & SPIRITS Liquor Product Received Den Road Liquor Store 290814 6,848 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Prairie View Liquor Store 1030533 6,765 WALL TRENDS INC Contract Svcs - General Bldg FF&E - Furn, Fixtures & Equip. 290856 6,760 DAVEY TREE EXPERT COMPANY, THE Other Contracted Services Tree Removal 290977 6,733 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store Check #Amount Supplier / Explanation Account Description Business Unit Comments 290822 6,541 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 291050 6,500 RIGHTLINE DESIGN LLC Other Contracted Services Communications 291058 6,258 TECH SALES CO Process Control Services Utility Operations - General 1030488 6,164 BRAUN INTERTEC CORPORATION Design & Engineering 2020 Improvement Projects 290837 6,106 AWWA CUSTOMER SERVICE Dues & Subscriptions Utility Operations - General 290888 6,017 MILE HIGH SHOOTING Capital Under $25,000 Federal Forfeiture 291048 5,837 PRESCRIPTION LANDSCAPE Contract Svcs - Snow Removal City Center - CAM 290949 5,343 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Den Road Liquor Store 290917 5,301 TUFF SHED INC Other Contracted Services Miller Park 290782 5,270 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Prairie Village Liquor Store 290872 5,199 GRAYMONT Treatment Chemicals Water Treatment 291020 5,069 HINTERLAND CSG LLC Electric Facilities Operating ISF 290921 5,038 XTREME INTEGRATION Hardware - Cabling Senior Center 290881 5,000 LIFE SUPPORT INNOVATIONS Conference/Training Utility Operations - General 290885 4,920 METROPOLITAN COUNCIL Other Revenue SAC Agency Fund 290976 4,828 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 290797 4,746 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Den Road Liquor Store 290905 4,508 SOCCER SHOTS Instructor Service Lesson Skills Development 291054 4,438 SOBANIA COMMUNITY SOLAR Electric Facilities Operating ISF 290993 4,339 BKJ LAND COMPANY Other Contracted Services CIP Trails 291023 4,305 INDIGITAL INC Other Contracted Services IT Operating 291042 4,255 PFM ASSET MANAGEMENT LLC Interest Investment Fund 290895 4,200 ONEILL ELECTRIC Improvement Contracts Wastewater Capital 290923 4,160 LAW ENFORCEMENT LABOR SERVICES INC.Union Dues Withheld Health and Benefits 290994 4,160 BLOOMINGTON, CITY OF Other Contracted Services Police Sworn 291017 4,145 H & L MESABI Equipment Parts Fleet Operating 290920 4,105 WM CORPORATE SERVICES INC Waste Disposal Maintenance Facility 290883 3,995 MASIMO AMERICAS INC Capital Under $25,000 Capital Maint. & Reinvestment 290859 3,983 DEPT OF EMPLOYMENT/ECONOMIC DEVELOPMENT Interest Economic Development Fund 290838 3,980 BADGER METER Telephone Water Metering 290902 3,926 SCHULMAN TAMMY Reimburse-legal notices General Fund 290927 3,919 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Prairie Village Liquor Store 8797 3,891 FURTHER - AKA SELECT FSA - Dependent Care Health and Benefits 290865 3,875 EDEN PRAIRIE EARLY CHILDHOOD Other Contracted Services Housing and Community Service 290792 3,840 CAPITOL BEVERAGE SALES LP Liquor Product Received Den Road Liquor Store 290909 3,820 STANTEC CONSULTING SERVICES INC Design & Engineering Stormwater Capital 291034 3,800 MESSERLI & KRAMER Messerli & Kramer 494 Corridor Commission 290971 3,749 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Prairie View Liquor Store 291018 3,517 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Board of Prisoner Police Sworn 1030522 3,448 ETHANOL PRODUCTS LLC Treatment Chemicals Water Treatment 290805 3,314 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Den Road Liquor Store 290821 3,225 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 290815 3,166 BREAKTHRU BEVERAGE MN WINE & SPIRITS Liquor Product Received Prairie View Liquor Store 290855 3,130 DATAWORKS PLUS LLC Capital Under $25,000 Federal Forfeiture 290878 3,092 IMPACT PROVEN SOLUTIONS Other Contracted Services Wastewater Accounting 290816 3,076 CAPITOL BEVERAGE SALES LP Liquor Product Received Prairie View Liquor Store 1030527 3,060 MENARDS Equipment Parts Park Maintenance 290941 3,041 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Prairie Village Liquor Store 290916 3,000 TNC INDUSTRIES INC Supplies - General Bldg Fire Station #2 291044 3,000 POSTAGE BY PHONE RESERVE ACCOUNT Postage Customer Service 8801 2,956 FURTHER - AKA SELECT FSA - Medical Health and Benefits Check #Amount Supplier / Explanation Account Description Business Unit Comments 1030576 2,924 GENUINE PARTS COMPANY Equipment Parts Fleet Operating 290774 2,910 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 290981 2,897 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Prairie View Liquor Store 290951 2,698 CAPITOL BEVERAGE SALES LP Liquor Product Received Den Road Liquor Store 291030 2,688 LENNOX INDUSTRIES INC.Supplies - HVAC Senior Center 1030578 2,686 HAWKINS INC Treatment Chemicals Water Treatment 8796 2,671 INVOICE CLOUD INC Bank and Service Charges Various funds 290852 2,665 CORE & MAIN Repair & Maint. Supplies Water Distribution 290768 2,660 CAPITOL BEVERAGE SALES LP Liquor Product Received Prairie Village Liquor Store 290950 2,591 BREAKTHRU BEVERAGE MN WINE & SPIRITS Liquor Product Received Den Road Liquor Store 1030530 2,527 STREICHERS Clothing & Uniforms Police Sworn 8806 2,513 FURTHER - AKA SELECT FSA - Dependent Care Health and Benefits 290946 2,509 ARTISAN BEER COMPANY Liquor Product Received Den Road Liquor Store 290788 2,454 ARTISAN BEER COMPANY Liquor Product Received Den Road Liquor Store 290989 2,400 ANCOM COMMUNICATIONS INC Machinery & Equipment Public Safety Communications 1030510 2,400 VAN PAPER COMPANY Cleaning Supplies General Community Center 291047 2,355 PREFERRED COMMUNICATIONS Capital Under $25,000 Inspections-Administration 1030579 2,340 LOGIS Building Repair & Maint.IT Operating 290767 2,256 BREAKTHRU BEVERAGE MN WINE & SPIRITS Liquor Product Received Prairie Village Liquor Store 290929 2,201 CAPITOL BEVERAGE SALES LP Liquor Product Received Prairie Village Liquor Store 290826 2,166 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 290961 2,050 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Den Road Liquor Store 290924 1,947 OFFICE FURNITURE WAREHOUSE TWIN CITIES Capital Under $25,000 Engineering 291040 1,930 NATIVE RESOURCE PRESERVATION Contract Svcs - Lawn Maint.Fire Station #2 290896 1,875 ONWARD EDEN PRAIRIE Other Contracted Services Housing and Community Service 291029 1,859 LEGACY GYMNASTICS Instructor Service Lesson Skills Development 290897 1,838 PERA Wages and Benefits 494 Corridor Commission 291022 1,831 HOMELINE Other Contracted Services Housing and Community Service 290887 1,820 MHSRC/RANGE Tuition Reimbursement/School Police Sworn 290762 1,813 MINNESOTA MUNICIPAL BEVERAGE ASSOCIATION Conference/Training Prairie View Liquor Store 290968 1,794 WINEBOW Liquor Product Received Den Road Liquor Store 1030525 1,763 IDEAL SERVICE INC Equipment Repair & Maint Water Treatment 290956 1,757 HOHENSTEINS INC Liquor Product Received Den Road Liquor Store 1030502 1,750 MINNESOTA CLAY CO. USA Capital Under $25,000 Arts Center 290996 1,710 BUREAU OF CRIMINAL APPREHENSION Software Maintenance IT Operating 290992 1,679 ASPEN MILLS Clothing & Uniforms Fire 290935 1,583 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 290876 1,520 HOGLUND BUS & TRUCK CO Equipment Repair & Maint Fleet Operating 290975 1,518 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 290983 1,485 SUMMER LAKES BEVERAGE LLC Liquor Product Received Prairie View Liquor Store 290884 1,460 MEDICINE LAKE TOURS Special Event Fees Trips 1030529 1,455 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 290796 1,452 HOHENSTEINS INC Liquor Product Received Den Road Liquor Store 1030575 1,403 FILTRATION SYSTEMS Supplies - HVAC City Center - CAM 291065 1,382 YORKTOWN OFFICES Rent 494 Corridor Commission 291060 1,379 UDOR USA Equipment Repair & Maint Park Maintenance 1030541 1,372 BELLBOY CORPORATION Liquor Product Received Den Road Liquor Store 290819 1,326 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 1030521 1,314 ELECTRIC PUMP Equipment Repair & Maint Wastewater Lift Station 290779 1,303 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie Village Liquor Store 290979 1,287 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store Check #Amount Supplier / Explanation Account Description Business Unit Comments 1030517 1,266 BIFFS INC Other Contracted Services Park Maintenance 290973 1,263 CAPITOL BEVERAGE SALES LP Liquor Product Received Prairie View Liquor Store 291025 1,194 JOHN HENRY FOSTER MINNESOTA INC Equipment Repair & Maint Water Treatment 290803 1,191 PAUSTIS & SONS COMPANY Liquor Product Received Den Road Liquor Store 1030552 1,189 FASTENAL COMPANY Operating Supplies Fleet Operating 291014 1,155 GREAT LAKES COCA-COLA DISTRIBUTION Merchandise for Resale Concessions 291021 1,115 HOME SMART FROM XCEL ENERGY Other Contracted Services Rehab 290864 1,067 EARL F ANDERSEN INC Signs Traffic Signs 290945 1,052 WINEBOW Liquor Product Received Prairie Village Liquor Store 1030543 1,022 WINE COMPANY, THE Liquor Product Received Den Road Liquor Store 290772 1,017 HOHENSTEINS INC Liquor Product Received Prairie Village Liquor Store 290985 988 WINEBOW Liquor Product Received Prairie View Liquor Store 291043 960 PITNEY BOWES Postage Customer Service 290860 950 DIETHELM, TAMMY L Other Contracted Services Pleasant Hill Cemetery 290988 941 AIRGAS USA LLC Supplies - Pool Fire and Pool Maintenance 290806 923 PRYES BREWING COMPANY Liquor Product Received Den Road Liquor Store 1030580 917 MENARDS Supplies - General Bldg Fleet Operating 290810 903 WINE MERCHANTS INC Liquor Product Received Den Road Liquor Store 290904 878 SNAP-ON TOOLS Small Tools Fleet Operating 290952 876 CLEAR RIVER BEVERAGE CO Liquor Product Received Den Road Liquor Store 290925 875 ARTISAN BEER COMPANY Liquor Product Received Prairie Village Liquor Store 290938 869 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie Village Liquor Store 290910 852 STAPLES ADVANTAGE Office Supplies Customer Service 290868 845 ESCH CONSTRUCTION SUPPLY INC Equipment Parts Fleet Operating 1030526 809 MATHESON TRI-GAS INC Operating Supplies Fleet Operating 290823 807 MAVERICK WINE LLC Liquor Product Received Prairie View Liquor Store 290766 805 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Prairie Village Liquor Store 1030588 770 TWIN CITY SEED CO Landscape Materials/Supp Park Maintenance 1030532 755 TWIN CITY SEED CO Landscape Materials/Supp Park Maintenance 1030548 738 WINE COMPANY, THE Liquor Product Received Prairie View Liquor Store 290912 732 SYSCO WESTERN MINNESOTA Merchandise for Resale Concessions 290771 709 DOMACE VINO Liquor Product Received Prairie Village Liquor Store 290893 708 NORTHLAND CHEMICAL CORP Operating Supplies Fire 290812 703 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 290937 695 PAUSTIS & SONS COMPANY Liquor Product Received Prairie Village Liquor Store 290818 685 DOMACE VINO Liquor Product Received Prairie View Liquor Store 290843 678 CARRANE JEFF Travel Expense Fire 290871 670 GOLDEN VALLEY SUPPLY CO Supplies - General Bldg Senior Center 8795 658 PMA FINANCIAL NETWORK INC Bank and Service Charges Various funds 1030590 651 XCEL ENERGY Electric Various funds 8790 648 ULTIMATE SOFTWARE GROUP, THE Garnishment Withheld Health and Benefits 290972 646 BREAKTHRU BEVERAGE MN WINE & SPIRITS Liquor Product Received Prairie View Liquor Store 1030582 642 PRAIRIE ELECTRIC COMPANY Contract Svcs - Electrical General Community Center 291064 634 WM CORPORATE SERVICES INC Waste Disposal Maintenance Facility 291012 613 GOLDEN VALLEY SUPPLY CO Supplies - General Bldg City Hall (City Cost) 290882 608 MARCO INC Software Utility Operations - General 290832 608 AIRGAS USA LLC Supplies - Pool Pool Maintenance 291016 600 GYM WORKS Equipment Repair & Maint Utility Operations - General 290960 600 PAUSTIS & SONS COMPANY Liquor Product Received Den Road Liquor Store 290894 597 OLSEN'S EMBROIDERY/COMPANY Clothing & Uniforms Tree Disease 290836 596 ASPEN MILLS Clothing & Uniforms Fire Check #Amount Supplier / Explanation Account Description Business Unit Comments 291049 595 PRINCIPAL FINANCIAL GROUP Wages and Benefits 494 Corridor Commission 290847 571 CENTURYLINK Telephone Water Distribution 290874 540 HEALTHPARTNERS OCCUPATIONAL MEDICINE Employment Support Test Organizational Services 290933 529 GREAT LAKES COCA-COLA DISTRIBUTION Liquor Product Received Prairie Village Liquor Store 291032 527 LLOYDS CONSTRUCTION Waste Blacktop/Concrete Street Maintenance 1030584 525 SCHWAB VOLLHABER LUBRATT SERVICE CORO Supplies - HVAC General Community Center 1030566 507 ASPEN WASTE SYSTEMS INC.Waste Disposal Utility Operations - General 290934 500 HOHENSTEINS INC Liquor Product Received Prairie Village Liquor Store 290858 485 DELTA DENTAL Wages and Benefits 494 Corridor Commission 291055 483 STAPLES ADVANTAGE Office Supplies Arts Center 290799 477 MAVERICK WINE LLC Liquor Product Received Den Road Liquor Store 290944 472 WINE MERCHANTS INC Liquor Product Received Prairie Village Liquor Store 290978 466 PAUSTIS & SONS COMPANY Liquor Product Received Prairie View Liquor Store 290778 446 PAUSTIS & SONS COMPANY Liquor Product Received Prairie Village Liquor Store 290780 426 PRYES BREWING COMPANY Liquor Product Received Prairie Village Liquor Store 290795 425 DOMACE VINO Liquor Product Received Den Road Liquor Store 291057 421 TALKPOINT TECHNOLOGIES INC Equipment Parts E-911 Program 290967 416 WINE MERCHANTS INC Liquor Product Received Den Road Liquor Store 291056 412 SYSCO WESTERN MINNESOTA Merchandise for Resale Concessions 290785 404 VINIFERA IMPORTS LTD Liquor Product Received Prairie Village Liquor Store 291028 399 LEAGUE OF MINNESOTA CITIES Conference/Training City Council 290841 399 BOUND TREE MEDICAL LLC EMS Supplies Fire 290928 394 BREAKTHRU BEVERAGE MN WINE & SPIRITS Liquor Product Received Prairie Village Liquor Store 290827 391 PRYES BREWING COMPANY Liquor Product Received Prairie View Liquor Store 290974 390 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie View Liquor Store 291008 389 EDEN PRAIRIE CENTER LLC Building Rental CDBG - Public Service 1030491 384 CLAREY'S SAFETY EQUIPMENT Safety Supplies Skating Rinks/Warming Houses 290886 378 MHSRC/DDP Other Contracted Services Senior Center Programs 1030545 377 VINOCOPIA Liquor Product Received Prairie View Liquor Store 290800 377 MEGA BEER Liquor Product Received Den Road Liquor Store 290804 376 PEQUOD DISTRIBUTION Liquor Product Received Den Road Liquor Store 1030554 371 GOPHER STATE ONE-CALL OCS - Utility Locates Water Distribution 290932 371 DRASTIC MEASURES BREWING LLC Liquor Product Received Prairie Village Liquor Store 290764 369 ARTISAN BEER COMPANY Liquor Product Received Prairie Village Liquor Store 291045 363 PRAIRIE LAWN AND GARDEN Equipment Repair & Maint Park Maintenance 1030565 357 ASPEN EQUIPMENT CO.Equipment Parts Fleet Operating 290892 350 NOKOMIS SHOE SHOP Clothing & Uniforms Inspections-Administration 290970 348 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 291041 347 OXYGEN SERVICE COMPANY EMS Supplies Fire 291053 346 SIWEK LUMBER & MILLWORK INC Equipment Parts Fleet Operating 290998 345 CENTURYLINK Telephone IT Operating 290890 345 MPCA Licenses, Taxes, Fees Utility Operations - General 1030528 339 METRO SALES INCORPORATED*Equipment Rentals IT Operating 290997 336 CEMSTONE PRODUCTS COMPANY Building Materials Street Maintenance 290926 316 BLACK STACK BREWING INC Liquor Product Received Prairie Village Liquor Store 290948 316 BLACK STACK BREWING INC Liquor Product Received Den Road Liquor Store 291026 311 JOHNSON JUSTIN Travel Expense Fire 291063 311 WALLIS CORI Travel Expense Fire 1030549 311 BERKBIGLER, RIK Travel Expense Fire 1030560 311 PARKER, WARD Travel Expense Fire 290908 308 ST CROIX LINEN LLC Operating Supplies-Linens Fire Check #Amount Supplier / Explanation Account Description Business Unit Comments 290915 304 TIMESAVER OFF SITE SECRETARIAL INC Other Contracted Services City Council 290857 302 DAYROBB BATTERIES PLUS Equipment Parts General Community Center 290863 300 DRAG N FLY WIRELESS INC Software Maintenance IT Operating 1030569 298 CDW GOVERNMENT INC.Operating Supplies IT Operating 291052 297 SILVER STAR INDUSTRIES Equipment Parts Fleet Operating 1030581 293 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 290984 291 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 8805 290 US BANK - PAYMODE Bank and Service Charges Finance 8802 289 VANCO SERVICES Bank and Service Charges Wastewater Accounting 290930 288 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie Village Liquor Store 290817 285 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie View Liquor Store 1030519 285 BOYER TRUCKS Equipment Parts Fleet Operating 1030564 279 WSB & ASSOCIATES INC Design & Engineering Economic Development Fund 290777 278 MODIST BREWING COMPANY Liquor Product Received Prairie Village Liquor Store 290914 277 THE ADVENT GROUP Temp 494 Corridor Commission 1030524 266 HORIZON COMMERCIAL POOL SUPPLY Supplies - Pool Pool Maintenance 1030572 263 DREW'S CONCESSIONS LLC Merchandise for Resale Concessions 1030546 262 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 290995 261 BROADWAY AWARDS Operating Supplies City Council 291009 261 EDEN PRAIRIE ROTARY CLUB Dues & Subscriptions Administration 290825 259 PAUSTIS & SONS COMPANY Liquor Product Received Prairie View Liquor Store 1030540 258 VINOCOPIA Liquor Product Received Den Road Liquor Store 1030561 255 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 290801 253 MODIST BREWING COMPANY Liquor Product Received Den Road Liquor Store 1030535 253 VINOCOPIA Liquor Product Received Prairie Village Liquor Store 1030542 253 NEW FRANCE WINE COMPANY Liquor Product Received Den Road Liquor Store 290955 252 HEADFLYER BREWING Liquor Product Received Den Road Liquor Store 291011 252 FREEZIAC Merchandise for Resale Concessions 290781 252 RED BULL DISTRIBUTING COMPANY INC Liquor Product Received Prairie Village Liquor Store 291036 250 MINNESOTA FIRE SERVICE CERTIFICATION BOA Training Fire 1030531 249 TOWMASTER INC Equipment Parts Fleet Operating 290861 247 DIRECTV Cable TV Community Center Admin 290793 245 CLEAR RIVER BEVERAGE CO Liquor Product Received Den Road Liquor Store 1030567 244 BOYER TRUCKS Equipment Parts Fleet Operating 1030483 244 ALBERS, JASON Travel Expense Fire 1030536 240 BELLBOY CORPORATION Liquor Product Received Prairie Village Liquor Store 290959 239 MODIST BREWING COMPANY Liquor Product Received Den Road Liquor Store 290789 235 BLACK STACK BREWING INC Liquor Product Received Den Road Liquor Store 290813 235 BLACK STACK BREWING INC Liquor Product Received Prairie View Liquor Store 290786 234 WINE MERCHANTS INC Liquor Product Received Prairie Village Liquor Store 1030550 233 BERRY COFFEE COMPANY Merchandise for Resale Concessions 290787 228 56 BREWING LLC Liquor Product Received Den Road Liquor Store 290866 225 EDEN PRAIRIE NOON ROTARY CLUB Conference/Training Housing and Community Service 1030515 224 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 290770 222 DEFIANT DISTRIBUTORS LLC Liquor Product Received Prairie Village Liquor Store 290794 222 DEFIANT DISTRIBUTORS LLC Liquor Product Received Den Road Liquor Store 1030563 217 VAN PAPER COMPANY Cleaning Supplies General Community Center 290911 216 SUBURBAN CHEVROLET Equipment Parts Fleet Operating 1030511 215 WSB & ASSOCIATES INC Deposits General Fund 1030512 214 BELLBOY CORPORATION Liquor Product Received Prairie Village Liquor Store 290899 212 PRINT SOURCE MINNESOTA Operating Supplies Internal Events Check #Amount Supplier / Explanation Account Description Business Unit Comments 290769 210 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie Village Liquor Store 290879 210 INDIGO SIGNWORKS, INC.Operating Supplies Community Center Admin 291033 208 MAYNARD, PATRICK Travel Expense Fire 1030559 206 MINNESOTA NATIVE LANDSCAPES Landscape Materials/Supp Park Maintenance 290980 203 RED BULL DISTRIBUTING COMPANY INC Liquor Product Received Prairie View Liquor Store 290947 201 BERGMAN LEDGE LLC Liquor Product Received Den Road Liquor Store 291010 200 EMERGENCY AUTOMOTIVE TECHNOLOGY INC Equipment Parts Fleet Operating 291027 199 LEAGUE OF MINNESOTA CITIES Conference/Training City Council 290776 197 MINNESOTA ICE SCULPTURES LLC Liquor Product Received Prairie Village Liquor Store 290900 190 RETROFIT COMPANIES, INC, THE Waste Disposal City Center - CAM 8800 188 OPTUM HEALTH Other Contracted Services Health and Benefits 1030520 184 ECM PUBLISHERS INC Legal Notices Publishing City Clerk 290990 180 AQUA LOGIC INC Contract Svcs - Pool Pool Maintenance 1030555 180 GUNNAR ELECTRIC CO INC Other Contracted Services Park Maintenance 1030506 180 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 290962 177 RED BULL DISTRIBUTING COMPANY INC Liquor Product Received Den Road Liquor Store 291006 175 DEALER AUTOMOTIVE SERVICES INC Equipment Repair & Maint Fleet Operating 291059 172 TIMESAVER OFF SITE SECRETARIAL INC Other Contracted Services City Council 290873 172 GROTH MUSIC Operating Supplies Community Band 1030586 171 STERICYCLE INC Supplies - Fire/Life/Safety General Community Center 290784 171 UNMAPPED BREWING CO Liquor Product Received Prairie Village Liquor Store 290809 171 UNMAPPED BREWING CO Liquor Product Received Den Road Liquor Store 290829 171 UNMAPPED BREWING CO Liquor Product Received Prairie View Liquor Store 290831 169 AFLAC WORLDWIDE HEADQUARTERS Wages and Benefits 494 Corridor Commission 1030489 165 CARLSTON, BRANDON Canine Supplies Police Sworn 1030583 165 PREMIUM WATERS INC Operating Supplies - Water Fire 290954 162 DRASTIC MEASURES BREWING LLC Liquor Product Received Den Road Liquor Store 1030513 160 BELLBOY CORPORATION Liquor Product Received Den Road Liquor Store 290808 156 STEEL TOE BREWING LLC Liquor Product Received Den Road Liquor Store 290834 154 ANDERSON LAKES ANIMAL HOSPITAL Other Contracted Services Police Sworn 1030557 147 HYNEK, EVAN Clothing & Uniforms Police Sworn 290931 147 DOMACE VINO Liquor Product Received Prairie Village Liquor Store 290830 145 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 290991 145 ARAMARK Janitor Service Prairie Village Liquor Store 290765 144 BLACK STACK BREWING INC Liquor Product Received Prairie Village Liquor Store 290835 143 ARAMARK Janitor Service Prairie View Liquor Store 1030556 139 HACH COMPANY Laboratory Chemicals Water Treatment 291003 139 COMCAST Cable TV Fire 1030516 138 NEW FRANCE WINE COMPANY Liquor Product Received Prairie View Liquor Store 290763 138 56 BREWING LLC Liquor Product Received Prairie Village Liquor Store 1030487 129 VINOCOPIA Liquor Product Received Prairie View Liquor Store 290901 129 SCHLOSSMACHER, JIM Mileage & Parking Police Sworn 290802 128 OMNI BREWING COMPANY Liquor Product Received Den Road Liquor Store 1030494 123 ELLIS, ROBERT Dues & Subscriptions Engineering 290824 121 MODIST BREWING COMPANY Liquor Product Received Prairie View Liquor Store 1030587 120 TOWMASTER INC Equipment Parts Fleet Operating 290963 120 SHAKOPEE BREWHALL Liquor Product Received Den Road Liquor Store 1030514 120 PARLEY LAKE WINERY Liquor Product Received Den Road Liquor Store 1030538 120 PARLEY LAKE WINERY Liquor Product Received Prairie Village Liquor Store 290969 119 WOODEN HILL BREWING COMPANY LLC Liquor Product Received Den Road Liquor Store 290986 119 WOODEN HILL BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store Check #Amount Supplier / Explanation Account Description Business Unit Comments 290848 117 CINTAS Other Contracted Services Fleet Operating 290811 114 56 BREWING LLC Liquor Product Received Prairie View Liquor Store 290940 114 SHAKOPEE BREWHALL Liquor Product Received Prairie Village Liquor Store 1030551 112 CONCRETE CUTTING AND CORING Asphalt Overlay Street Maintenance 1030573 112 ECM PUBLISHERS INC Legal Notices Publishing City Clerk 290953 111 DOMACE VINO Liquor Product Received Den Road Liquor Store 291039 107 MR CUTTING EDGE Contract Svcs - Ice Rink Ice Arena Maintenance 1030492 106 CONCRETE CUTTING AND CORING Equipment Repair & Maint Park Maintenance 1030485 105 VINOCOPIA Liquor Product Received Den Road Liquor Store 291007 104 DIGI-KEY Supplies - Electrical Pool Maintenance 290849 103 COMCAST Cable TV Fire 1030568 103 CAWLEY COMPANY, THE Advertising Den Road Liquor Store 290965 102 STEEL TOE BREWING LLC Liquor Product Received Den Road Liquor Store 290869 101 FISHER SCIENTIFIC Lab Supplies Water Treatment 290943 99 STEEL TOE BREWING LLC Liquor Product Received Prairie Village Liquor Store 290982 99 STEEL TOE BREWING LLC Liquor Product Received Prairie View Liquor Store 290783 96 STEEL TOE BREWING LLC Liquor Product Received Prairie Village Liquor Store 291051 94 SHRED RIGHT Waste Disposal Fire Station #1 290833 92 ALTEC INDUSTRIES INC Equipment Parts Snow & Ice Control 290942 92 STARRY EYED BREWING LLC Liquor Product Received Prairie Village Liquor Store 290966 92 URBAN GROWLER BREWING COMPANY LLC Liquor Product Received Den Road Liquor Store 1030537 90 NEW FRANCE WINE COMPANY Liquor Product Received Prairie Village Liquor Store 1030547 90 NEW FRANCE WINE COMPANY Liquor Product Received Prairie View Liquor Store 1030493 90 EICHMAN NATHAN Operating Supplies Police Sworn 291037 90 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service 290773 88 INBOUND BREW CO Liquor Product Received Prairie Village Liquor Store 291001 86 COMCAST Cable TV Fire 1030496 85 FASTENAL COMPANY Safety Supplies Fleet Operating 291024 85 INDIGO SIGNWORKS, INC.Office Supplies City Council 290842 82 CAMPION, MICHELE P&R Refunds Community Center Admin 8803 68 PAYCHEX Payroll Admin. Fees 494 Corridor Commission 290939 68 SAINT CROIX VINEYARDS, INC.Liquor Product Received Prairie Village Liquor Store 291004 67 COMCAST Cable TV Fire 1030544 67 SHAMROCK GROUP, INC - ACE ICE Liquor Product Received Prairie View Liquor Store 8799 65 MONEY MOVERS INC Other Contracted Services Community Center Admin 1030495 65 FADDEN, TIMOTHY Licenses, Taxes, Fees Inspections-Administration 1030484 62 SHAMROCK GROUP, INC - ACE ICE Liquor Product Received Den Road Liquor Store 1030497 61 KAPAUN, RYAN Mileage & Parking Police Sworn 1030503 60 MPX GROUP, THE Printing Fire 291061 60 UNIVERSAL ATHLETIC SERVICES INC Operating Supplies Park Maintenance 290880 59 LANO EQUIPMENT INC Equipment Parts Fleet Operating 290850 55 COMCAST Cable TV Fire 291002 50 COMCAST Internet IT Operating 1030490 50 CHANSKI DAN Clothing & Uniforms Police Sworn 1030501 50 METROPOLITAN FORD Equipment Parts Fleet Operating 290891 48 MULTIHOUSING CREDIT CONTROL Other Contracted Services Police Sworn 290877 45 IEDITWEB INC Licenses, Taxes, Fees Garden Room Repairs 1030523 44 GRAINGER Supplies - HVAC City Center - CAM 1030553 43 GENERAL PARTS LLC Supplies - Plumbing Garden Room Repairs 1030518 42 BOBBY & STEVE'S AUTO WORLD EDEN PRAIRIE Equipment Repair & Maint Police Sworn 291000 40 CINTAS Clothing & Uniforms Fleet Operating Check #Amount Supplier / Explanation Account Description Business Unit Comments 1030507 36 SCHROM JES Mileage & Parking Special Events Admin 290862 35 DODGE OF BURNSVILLE Equipment Parts Fleet Operating 291031 34 LLC MFH AR Utility Water Enterprise Fund 1030558 31 METROPOLITAN FORD Equipment Parts Fleet Operating 1030589 31 UPS Postage Customer Service 1030486 30 SHAMROCK GROUP, INC - ACE ICE Liquor Product Received Prairie View Liquor Store 1030577 29 GRAINGER Supplies - HVAC Pool Maintenance 1030505 27 PROSOURCE SUPPLY Supplies - Pool Pool Maintenance 1030562 24 TOLL GAS AND WELDING SUPPLY Repair & Maint. Supplies Utility Operations - General 290853 24 COREMARK METALS Operating Supplies Fleet Operating 1030539 22 WINE COMPANY, THE Liquor Product Received Prairie Village Liquor Store 291019 22 HENNEPIN COUNTY TREASURER Licenses, Taxes, Fees Police Sworn 1030499 21 MADISON, MELISSA Corridor Comm. Misc 494 Corridor Commission 290844 20 CARVER COUNTY CHS Licenses, Taxes, Fees Police Sworn 290999 20 CHRIS CASTLE INC Phone/Data/Web 494 Corridor Commission 1030508 20 SPOK, INC.Cell/Pager Plans IT Operating 290913 16 TALLEY DONNA P&R Refunds Community Center Admin 290987 13 ACTIVE 911 INC Software Maintenance IT Operating 1030498 11 LEONARD, MICHELLE Conference/Prof. Dev.494 Corridor Commission 290854 10 CULLIGAN Corridor Comm. Misc 494 Corridor Commission 290889 10 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Creek Woods 290820 8 INBOUND BREW CO Liquor Product Received Prairie View Liquor Store 1030504 5 NELSON, ROBIN Conference/Prof. Dev.494 Corridor Commission 290851 4 COMCAST Other Contracted Services Police Sworn 1030500 4 MEREDITH KATE Outreach Mileage/Parking 494 Corridor Commission 290846 2 CEF EP COMMUNITY SOLAR LLC Electric Facilities Operating ISF 1030509 2 TOLL GAS AND WELDING SUPPLY Equipment Parts Street Maintenance 290867 0 EMERGENCY AUTOMOTIVE TECHNOLOGY INC Equipment Parts Fleet Operating 8807 0 ULTIMATE SOFTWARE GROUP, THE Payroll Taxes Health and Benefits 2,266,779 Grand Total