Loading...
HomeMy WebLinkAboutCity Council - 10/21/2025Agenda Eden Prairie City Council Workshop 5:30 p.m. Tuesday, Oct. 21, 2025 City Center Heritage Rooms, Council Chambers 8080 Mitchell Road Eden Prairie, MN 55344 ATTENDEES City Council Members: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey City Staff: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Amy Markle, Police Chief Matt Sackett, Fire Chief Scott Gerber, Administrative Services/HR Director Alecia Rose, Communications Manager Joyce Lorenz, City Attorney Maggie Neuville, and Recorder Sara Potter MEETING AGENDA Heritage Rooms I. Sustainability Update Council Chambers II. Open Podium III. Adjournment Agenda Eden Prairie City Council Meeting 7 p.m. Tuesday, Oct. 21, 2025 City Center Council Chambers 8080 Mitchell Road Eden Prairie, MN 55344 ATTENDEES City Council Members: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey City Staff: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Amy Markle, Police Chief Matt Sackett, Fire Chief Scott Gerber, Administrative Services/HR Director Alecia Rose, and City Attorney Maggie Neuville MEETING AGENDA I. Call the Meeting to Order II. Pledge of Allegiance III. Open Podium Invitation IV. Proclamations and Presentations V. Approval of Agenda and Other Items of Business VI. Minutes A. City Council Workshop held Tuesday, October 7, 2025 B. City Council Meeting held Tuesday, October 7, 2025 VII. Consent Calendar A. Clerk’s List B. Aspen Estates by Bill Welch. Adopt Resolution amending Resolution No. 2025-082 relating to the conditional approval of the Development Agreement for Aspen Estates C. Adopt Resolution approving T-Mobile lease agreement at 13900 Holly Road, approve license agreement D. Adopt Resolution approving T-Mobile lease agreement at 8950 Eden Prairie Road, CITY COUNCIL MEETING AGENDA October 21, 2025 Page 2 approve license agreement E. Adopt Resolution accepting Staffing for Adequate Fire and Emergency Response (SAFER) grant awarded to the City F. Adopt Resolution allowing Cities of Eden Prairie and Bloomington to join cooperative agreement for 911 call handling system G. Adopt Resolution supporting legislation allowing municipalities to implement local design standards for municipal state aid roads H. Adopt Resolution endorsing Dell Road funding application for the State local road improvement (LRIP) grant program I. Approve Change Order 1 for Well 10 Rehab with Keys Well Drilling J. Approve Change Order 1 for Well 16 Rehab with Keys Well Drilling K. Approve professional services agreement for low salt parking lot design project at City Center with Bolton & Menk L. Award Contract for traffic signal 12B and 14K improvements to Egan Company M. Award construction contract for reconditioning of the City’s Red Oak Sanitary Sewer Lift Station No. 11 to Krueger Excavating N. Approve professional services agreement for 2027-2029 Pavement Evaluation with AET O. Approve lease agreement with Jillian Davis for operation of a bookstore at Dorenkemper property P. Authorize agreement with SkyGlow Drone Productions for July 3 Drone Show Q. Approve professional services agreement for tax advisory services for Water Treatment Plant ground source heat pump project with Deloitte Tax, LLP VIII. Public Hearings and Meetings A. Valley View Hotel Development by CSM Lodging Acquisitions. Adopt Resolution for Guide Plan Change from Medium Density Residential, Parks and Open Space, and Office to Parks and Open Space on 53.01 acres and Commercial on 6.59 acres, Adopt Resolution for Planned Unit Development (PUD) Concept Review on 6.59 acres, Approve first reading of Ordinance for PUD District Review with Waivers on 6.59 acres and Zoning District changes from Rural to Parks and Open Space on 53.01 acres and Rural to C-Regional Service on 6.59 acres, adopt Resolution for a Preliminary Plat of one parcel into 2 lots and 1 outlot on 59.6 acres, and adopt CITY COUNCIL MEETING AGENDA October 21, 2025 Page 3 Resolution supporting Park Dedication Fees on 6.59 acres B. Roers Eden Prairie Apartments by Roers Companies. Adopt Resolution for Guide Plan Change from Industrial Flex Tech to Medium High Density Residential on 5.86 acres, adopt Resolution for PUD Concept Review on 5.86 acres, approve first reading of Ordinance for a PUD District Review with Waivers on 5.86 acres and Zoning District Change from Office to RM-2.5 on 5.86 acres C. Roers Eden Prairie Apartments Redevelopment Plan Modification, Establishment of TIF District, and TIF Plan D. Approval of 2025 special assessments, adopt Resolution approving special assessments IX. Payment of Claims X. Ordinances and Resolutions XI. Petitions, Requests, and Communications XII. Appointments XIII. 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 1. Approve purchase of 7955 Wallace Road for utilities division F. Report of Police Chief G. Report of Fire Chief H. Report of City Attorney XIV. Other Business XV. Adjournment Unapproved Minutes Eden Prairie City Council Workshop 5:30 p.m. Tuesday, Oct. 7, 2025 City Center Heritage Rooms, Council Chambers 8080 Mitchell Road Eden Prairie, MN 55344 ATTENDEES City Council Members: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey City Staff: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Amy Markle, Police Chief Matt Sackett, Fire Chief Scott Gerber, Administrative Services/HR Director Alecia Rose, Communications Manager Joyce Lorenz, City Attorney Maggie Neuville, and Recorder Sara Potter Eden Prairie School Board Members: Chair Aaron Casper, Vice Chair Steve Bartz, Clerk Abby Libsack, Treasurer Ann Bradsher, Board Members Debjyoti "DD" Dwivedy, Kim Ross, and Jody Ward-Rannow Eden Prairie School Staff: Superintendent Josh Swanson, Executive Director of Community Education Shawn Hoffman-Bram, Executive Director of Marketing & Communications Dirk Tedmon, Executive Director of Business Services Andrew Adams, and Executive Assistants Nikki Schandle and Brenda Haynes MEETING AGENDA Heritage Rooms I. Welcome and Introduction 5:30 to 5:35 p.m. Case welcomed the Eden Prairie School District (EPSD) Staff Leadership and School Board Members. It’s extremely unique to have a City and school district share almost identical borders and constituents. The City and EPSD partner on many projects including entrepreneurship programs. The EPSD is one of the only school districts in the State where enrollment is growing. II. City Quality of Life Community Survey Results 5:35 to 5:45 p.m. Getschow shared a video detailing the 2024 Quality of Life survey results. The City continues to WORKSHOP MINUTES October 07, 2025 Page 2 be a highly desirable place to live and residents praise the quality and value of City services. The City’s natural environment, location, and safety rank very highly. Residents rate overall quality of City services, governance, safety, and natural environment as over 90% good or excellent. Areas such as affordable housing, sense of community, and taxes rank lowest, but are still high relative to peers. The full survey results are available on the City website. III. School District Survey Results 5:45 to 6 p.m. Swanson explained the EPSD survey was administered in July 2025. The survey administer described Eden Prairie as a large community that operates like a small town. The EPSD has continued to sustain exceptional survey results. 97 percent of families would recommend Eden Prairie Schools to a friend. 99 percent of families believe the community receives a good value from its investment in Eden Prairie Schools. 92 percent of families say the EPSD does a good job of communicating. 97 percent of families trust the school district to do what is right. 98 percent of families rate the education as good or excellent. 99 percent of parents say their students are prepared for life after graduation. Other school districts are seeing opposite results. These results cement Eden Prairie as the top school district in the metro area. Swanson lauded EPSD staff for the excellent work completed every day. 92 percent of parents feel engaged in the decision making process. These results are exceptional in a media landscape often centered on disagreement. The EPSD engaged thousands of community members when planning Flight Plan 2035. The design team worked to get community feedback on its ten year academic vision. Community input was received in a variety of ways including World Cafes, Eagle Voice, and Speaker Series. The six main academic areas of importance identified in Flight Plan 2035 are whole person development, adaptive and individualized learning, seamless life and learning connections, purposeful and mindful technology, integrated outside time, and innovative indoor and outdoor facilities. Survey results indicate community members believe in the importance of these academic areas. Swanson described the recent Eagle Excellence Showcase celebrating school achievements. This event was held in partnership with the Foundation for EP Schools. 20 past graduates were WORKSHOP MINUTES October 07, 2025 Page 3 inducted into the hall of fame. The EPSD is launching a Citizens in the Schools program for residents to learn about school district operations. The EPSD will conduct a facilities study to determine necessary modifications over the next decade. The EPSD currently has the highest enrollment in 15 years, a huge accomplishment. Narayanan asked why enrollment is at an all- time high. Swanson stated it’s likely due to a multitude of factors including families moving to Eden Prairie specifically for the school system, return of previously homeschooled students, return of private school students, and Eden Prairie Online and open enrollment. The EPSD is one of the only districts not currently undergoing budget cuts. Narayanan asked for information on makeup of minority students and information on graduation rates. Swanson noted Eden Prairie continues to diversify as a community and a school system. The makeup of minority students has consistently been around 50 percent. 98 percent of students either graduate or are enrolled in special education directed programming. Ross added the EPSD has closed the achievement gap in the last ten years. Nelson asked if allowing out of state (and out of country) students to enroll in EPOnline has helped enrollment. Swanson noted online enrollment is helping. 800 full time and 2,000 part time students are enrolled online. Case asked if Eden Prairie has more students coming or leaving through open enrollment. Swanson confirmed the EPSD has a net positive for open enrollment. IV. City-wide Demographic Trends 6 to 6:10 p.m. Klima noted the City is required to update its comprehensive plan every ten years. Every five years the Metropolitan Council provides updated population projections. There are moderate population and household projection increases from 2040 to 2050. Hoffman-Bram asked what constitutes a household. Klima confirmed both single family homes and apartment units count as a household. The City will use these projections, along with community and school district input, as inputs for the next comprehensive plan update. Swanson asked if the forecasted population is broken down by age groups. Klima confirmed the census does provide detail on age, however that information is not currently available with the government shutdown. Narayanan asked if a housing unit increase directly results in a school enrollment increase. WORKSHOP MINUTES October 07, 2025 Page 4 Swanson answered a single family home will yield an enrollment of approximately 1.7 students, while an apartment will yield approximately 0.2 students. Case noted residents are more commonly aging in place and becoming empty nesters. At the end of the day population projections are an estimate. Swanson confirmed the EPSD will receive more accurate data from the State in March. V. City Housing Development Trends 6:10 to 6:30 p.m. Klima summarized recently approved apartment buildings. The Ellie has 239 units, of which 60 units are affordable. The north building of the Fox and the Grouse is complete with 237 units, of which 61 units are affordable. The north building was at 95 percent occupancy in a few months. The south building is under construction and will have 188 units of which 47 units are affordable. The Kinsley Townhomes were recently approved, comprising of 42 owner occupied units at the intersection of Pioneer Trail and Dell Road. Klima summarized recent infill development sites including Lotus Villas, Three Oaks Estates, Kiwatchi addition, and Enclave at Manor Road, which in total comprise of 45 additional single family homes. Klima next detailed upcoming development projects. The Bluffs at Marshall Gardens will include 15 single family detached homes and 100 condo units. Chestnut Townhomes is an upcoming project with 53 rental townhome units anticipated to move forward in 2026. A proposal is underway to demolish an existing office building at 6436 City West Parkway and construct an apartment building with 195 units. The City recently reguided the old Danfoss property for mixed use. The Eden Prairie Center is another potential redevelopment site. A concept plan was shown to the City 18 months ago, but has since been determined as economically unfeasible. Redevelopment would likely include a residential component. Bartz noted most new development in the City has been multifamily apartment buildings and asked what the driving force is. Klima confirmed the City is more than 95 percent developed, there is almost no large acreage remaining. Bartz asked if public safety data is available on multifamily unit buildings versus single family homes. Sackett confirmed calls for service are not out of the ordinary for multifamily buildings. Nelson noted many multifamily residents could be WORKSHOP MINUTES October 07, 2025 Page 5 single parents or those saving for a home. Bartz asked why many renters are choosing Eden Prairie. Narayanan theorized renters choose Eden Prairie for the highly ranked schools, parks, City services, and low crime. Ward-Rannow asked if the City is encouraging apartment units with more bedrooms. Families are often living in rentals longer than previous generations as the age of a first-time home buyer has increased. Klima answered the City works with developers to advocate for more 3 bedroom units. Casper asked why developers choose to offer multifamily units as apartments and not condos. Case stated the Marshall Gardens condos are offered at a beginning price point of $900 thousand. There will likely never be another affordable single family home built without massive government subsidy. The City has encouraged condos where practical, but apartments are often the only housing style that can be offered affordably. Klima added the City’s housing stock is younger, so there are very few homes torn down and rebuilt as other communities are experiencing. Ward-Rannow asked if the City can accommodate the extra traffic from large apartment buildings. Klima confirmed the City completes a traffic study for every development project. Case added City infrastructure is prepared for a population of 85 thousand. Case thanked members of the school board and school staff for attending the City Council workshop meeting. Casper noted his appreciation for the collaborative relationship between the City and School District. Council Chambers VI. Open Podium VII. Adjournment Unapproved Minutes Eden Prairie City Council Meeting 7 p.m. Tuesday, Oct. 7, 2025 City Center Council Chambers 8080 Mitchell Road Eden Prairie, MN 55344 ATTENDEES City Council Members: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey City Staff: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Amy Markle, Fire Chief Scott Gerber, Police Chief Matt Sackett, Administrative Services/HR Director Alecia Rose, and City Attorney Maggie Neuville MEETING AGENDA I. Call the Meeting to Order Mayor Case called the meeting to order at 7:00 PM. Council Member Mark Freiberg was absent. II. Pledge of Allegiance III. Open Podium Invitation IV. Proclamations and Presentations A. Adopt Resolution No. 2025-088 accepting Eden Prairie Lions Club donation to Parks and Recreation for native pollinators and public access AEDs Markle explained the donations will help further Eden Prairie’s mission to support native pollinator areas and provide public access AEDs at locations throughout the City. Eden Prairie Lions Club Members Steve Lipschultz and Gary Watkins presented the donation to the Council. MOTION: Toomey moved, seconded by Narayanan, to adopt Resolution No. 2025-088 accepting a donation of $24 thousand from the Eden Prairie Lions Club for native pollinators and public access AEDs. Motion carried 4-0. B. Adopt Resolution No. 2025-089 accepting Parks and Recreation summer 2025 donations CITY COUNCIL MEETING AGENDA October 07, 2025 Page 2 Markle explained that the donations allow the city to offer special events, programs, and educational activities at little or no cost to residents. Businesses increase their exposure and interaction with the community and increase the ability of our residents to enjoy our programs. MOTION: Narayanan moved, seconded by Nelson, to adopt Resolution No. 2025- 089 accepting multiple summer 2025 donations to Parks and Recreation. Motion carried 4-0. V. Approval of Agenda and Other Items of Business MOTION: Nelson moved, seconded by Toomey, to approve the agenda as amended. Motion carried 4-0. VI. Minutes MOTION: Toomey moved, seconded by Narayanan, to approve the minutes of the Council workshop held Tuesday, September 16, 2025, and the City Council meeting held Tuesday, September 16, 2025, as published. Motion carried 4-0. VII. Consent Calendar A. Clerk’s List B. Prairie Village by Hupp Holdings IX, LLC. Approve second reading of Ordinance No. 18-2025-PUD-04-2025 for PUD District Review with waivers on 0.46 acres, adopt Resolution No. 2025-090 for Site Plan Review on 0.46 acres, approve Development Agreement C. Adopt Resolution No. 2025-091 approving certification of delinquent charges for false alarm user fees to the Hennepin County Auditor D. Approve amendment #1 to Joint Powers Agreement between City of Eden Prairie and Hennepin County Human Services and Public Health Department extending embedded social worker agreement to December 31, 2027 E. Approve professional services agreement for Magnolia Trail connection project final design with Houston Engineering, Inc. F. Adopt amended Pedestrian Crossing Treatment guidelines G. Approve 2026 vehicle and equipment purchase and declare old vehicles as surplus and authorize disposal H. Approve professional services agreement for instrumentation and controls maintenance services for the city’s wells, lift stations, and water treatment plant CITY COUNCIL MEETING AGENDA October 07, 2025 Page 3 with Advanced Engineering and Environmental Services, Inc. I. Approve professional services agreement for pipeline assessment services with Rezatec J. Authorize purchase of two traffic signal battery backup cabinets from Povolny Specialties K. Approve standard agreement for contracted services for maintenance of native conversion planting areas with Native Resource Preservation L. Accept proposal and authorize entering a contract for goods and services for Richard T. Anderson Conservation Area maintenance trail prairie restoration with Landbridge Ecological Services M. Approve agreement for Homeward Hills Playground project construction administration with WSB N. Approve agreement for purchase of Homeward Hills Playground equipment with St. Croix Recreation Inc. O. Approve agreement for purchase of Homeward Hills Splash Pad equipment with Commercial Recreation Specialists P. Authorize entering into agreement for July 4, 2026, fireworks display with RES Pyro Q. Approve Eden Prairie Police Department and City Office renovation change orders to correct utility, plumbing, and storm drainage conditions with Core Mechanical Services, LLC, and Minnesota Utilities and Excavating, LLC R. Award contract to seal the Fire Station 4 apparatus bay floor to Concrete Science S. Approve the quote and authorize LOGIS to replace IT network switches at various city locations MOTION: Nelson moved, seconded by Narayanan, to approve Items A-S on the Consent Calendar. Motion carried 4-0. VIII. Public Hearings and Meetings IX. Payment of Claims MOTION: Narayanan moved, seconded by Nelson, to approve the payment of claims as submitted. Motion was approved on a roll call vote, with Narayanan, Nelson, Toomey, and Case voting “aye.” X. Ordinances and Resolutions CITY COUNCIL MEETING AGENDA October 07, 2025 Page 4 XI. Petitions, Requests, and Communications XII. Appointments XIII. Reports A. Reports of Council Members 1. Citywide Open House Case explained that he attended the Citywide Open House, where all community members were invited to explore the impacts of their tax dollars. There were a few thousand attendees. He thanked Staff for their work on the event. 2. Cryptocurrency Theft Narayanan shared data about the increasing theft of cryptocurrency. He encouraged community members to take steps to prevent theft. Chief Sackett listed theft prevention tips. Case noted Chief Sackett was interviewed on the radio about e-bikes. He summarized the current laws and encouraged folks to be safe. B. Report of City Manager C. Report of Community Development Director D. Report of Parks and Recreation Director 1. Howard Hills Park Improvement Update Markle provided an update on upcoming park improvements to Homeward Hills Park. Staff gathered input from the community to plan the updates. Highlights include a farm theme, splash pad, shaded seating areas, retaining large shade trees, 9-square, Gaga Ball pit, play equipment for a variety of ages, and a children’s stage. She showed maps and renderings of the park. They hope to complete the park in June 2026. Case asked about the total cost of the project and how it will be funded. Markle stated the grand total is around $1.2 million, and two funds have been saving up for the project. Narayanan asked if there was lighting at the park. Markle stated the barn CITY COUNCIL MEETING AGENDA October 07, 2025 Page 5 and hockey rink have lights, but the park itself doesn’t have lighting. E. Report of Public Works Director F. Report of Police Chief 1. Eden Prairie Crime Prevention Fund supports the community Chief Sackett presented information regarding the Eden Prairie Crime Prevention Fund’s history and mission. Efforts include community outreach, safety camps, the July 4 Celebration, Cops and Bobbers, pop-up splash pads, youth academy, Night to Unite, the Citizens’ Academy, the Citywide Open House, Holidays with Heroes, Cops & Cash for the holidays, Coffee with a Cop, scholarships, and recruitment. Toomey thanked the Board members for their work and the major donors who support the Crime Prevention Fund. G. Report of Fire Chief H. Report of City Attorney XIV. Other Business A. Closed session for utilities division property purchase MOTION: Nelson moved, seconded by Toomey, to enter into closed session pursuant to Minnesota Statutes Section 13D.05, subdivision 3(c) for consideration of offer for City purchase of 7955 Wallace Road for utility division purposes. Motion carried 4-0. MOTION: Toomey moved, seconded by Narayanan, to adjourn the closed session. Motion carried 4-0. The Council adjourned the closed session at 8:05 p.m. XV. Adjournment MOTION: Narayanan moved, seconded by Nelson, to adjourn the meeting. Motion carried 4-0. Mayor Case adjourned the meeting at 8:05 p.m. Respectfully submitted, ________________________ Sara Potter, Administrative Support Specialist City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.A. Department: Police/Support Unit ITEM DESCRIPTION Clerk’s License Application List REQUESTED ACTION Approve the licenses listed below SUMMARY Gambling/Bingo Permit Organization: Women of Song Place: Fat Pants Brewing Co 8335 Crystal View Road Dates: 1/8/2026, 2/12/2026, 3/12/2026, 4/9/2026 On-Sale and Sunday Liquor License – Optional 2AM Closing Permit Renewal Licensee Name: Leiserv, LLC DBA: Bowlero Eden Prairie 12200 Singletree Lane City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.B. Department: Community Development / Planning Julie Klima / Beth Novak-Krebs ITEM DESCRIPTION On September 16, 2025, the City Council conditionally approved the Development Agreement for Aspen Estates by Resolution No. 2025-082. The Development Agreement was conditioned on the Developer acquiring fee simple title to the Project property by October 31, 2025; The developer’s acquisition of the property has been delayed and there is a request to extend the October 31, 2025 deadline. The request is to adopt a resolution amending Resolution No. 2025-082 to extend the deadline to December 3, 2025. REQUESTED ACTION Move to: • Adopt a Resolution Amending Resolution 2025-082 for Conditional Approval of the Development Agreement for Aspen Estates SUMMARY The developer needs more time to complete all the transactions needed to acquire fee simple title to the property. The extension of the deadline allows for any unforeseen further delays. ATTACHMENTS Resolution Amending Resolution 2025-082 CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-____ A RESOLUTION AMENDING RESOLUTION NO. 2025-082 RELATING TO THE CONDITIONAL APPROVAL OF THE DEVELOPMENT AGREEMENT FOR ASPEN ESTATES ASSISTED LIVING AND MEMORY CARE WHEREAS, on September 16, 2025, the Council adopted Resolution No. 2025-082 granting conditional approval of the Development Agreement for Aspen Estates Assisted Living and Memory Care (the “Project”) WHEREAS, as provided by Resolution 2025-082 the Council’s approval of the Development Agreement was conditioned on the Developer acquiring fee simple title to the Project property by October 31, 2025 WHEREAS, the Developer’s acquisition of the property has been delayed and there is a request for an extension of this October 31, 2025 deadline; and WHEREAS, the Council finds that there are not any changed conditions in community goals and policies related to approval of the Project and that the extension of the deadline provided in Resolution No. 2025-082 is appropriate. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, that Resolution No. 2025-082 is hereby amended to delete all references to “October 31, 2025” and replace them with “December 3, 2025.” ADOPTED by the City Council of the City of Eden Prairie this 21st day of October, 2025. ____________________________ Ronald A. Case, Mayor ATTEST: ___________________________ David Teigland, City Clerk City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.C. Department: Community Development/Planning Julie Klima/Sarah Strain ITEM DESCRIPTION New License Agreement with T-Mobile for the 13900 Holly Road Tower REQUESTED ACTION Approve the License Agreement with T-Mobile for the 13900 Holly Road Tower SUMMARY T-Mobile currently has a License Agreement with the City to operate antennas and supporting ground equipment at 13900 Holly Road. This agreement is set to expire on September 14, 2027. T-Mobile has applied to enter into a new License Agreement to continue operations of their existing equipment past this date. In this new License Agreement, the lease will increase 5% annually. The lease is for 5 year period with four (4) renewals for 5 years each. The total lease agreement is for 25 years. ATTACHMENTS License Agreement dated October 21, 2025 1 LICENSE AGREEMENT THIS LICENSE License ) is entered into as of _________________, 2025 , between the City of Eden Prairie, a Minnesota Licensor T-Mobile Central LLC, a Delaware limited liability company Licensee ), (each a Party a ). RECITALS WHEREAS, Licensor is the owner of certain real property located in Hennepin County, Property a tower owned by Licensor Tower ; WHEREAS, Licensee currently operates and maintains a communication facility and related equipment the Tower, and the Tower also contains a public safety emergency siren owned and operated by Licensor (the under the Siren Installation and Communication Facilities License Agreement between the Parties dated September 4, 200 WHEREAS, the Existing Agreement expires on or about September 1, 2028; and WHEREAS, Licensee desires a non-exclusive license and agreement to use portions of the Property for the purpose of continuing its operation and maintenance of a communications facility and associated equipment. NOW, THEREFORE, in consideration of the foregoing Recitals which are incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. PROPERTY AND PREMISES Subject to the following terms and conditions, Licensor licenses to Licensee certain space on the Property, together with non-exclusive easements for access and utilities over, under and across that portion of the Property as described on the Plans and Specifications attached hereto as Exhibit B . 2. TERM Upon the Effective Date, the Existing Agreement shall terminate and be superseded by this License. ) of this License will be for five (5) years and will commence on the Effective Date (the ). Subsequent renewals of the License will be for five (5) year periods (Renewal Term ). The Initial Term shall automatically be extended for up to four (4) additional five (5) year terms (each 5-year Licensee elects to terminate the License at the end of the then-current term by giving Licensor written Notice at least ninety (90) days prior to the end of the then-current term. 3. RENT A. Licensee will pay Licensor annual rent for each year of the Term, to be paid on the TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 B. The amount of Rent for the first year of the Term will be forty-six thousand dollars ($46,000). Rent for subsequent years of the Term will be increased by five percent (5%) each year. C. If this License is terminated at any time other than on the last day of a month, Rent will be prorated, based on a thirty-day month, as of the date of termination, and in the event of termination for any reason other than a default by Licensee, all prepaid Rent will be refunded to Licensee. 4. USE AND OWNERSHIP A. Subject to the terms of this License, the Premises may be used by Licensee solely for the purposes of constructing, maintaining, and operating certain communications facilities in accordance with the transmission and reception of wireless communication signals authorized for use by Licensee by the Federal communications facilities will include cellular and link antennas, antenna mounts, necessary wave-guide and appurtenances, ground equipment (cabinet containing radio transmission, computer equipment, and emergency battery and generator equipment), screening fence, and underground utility wires, cables, conduits, and pipes, as described on Exhibit B attached hereto . B. Licensee must maintain and operate the Premises in accordance with good engineering practices, in accord with all applicable FCC rules and regulations, and to cause all other site users and users of the Premises, where feasible, to do the same. C. Licensee, its agents and contractors, are hereby granted the right, at its sole cost and expense, to enter upon the Property and conduct such studies as Licensee deems necessary to determine the Pro intended use. These studies may include surveys, soil tests, environmental evaluations, radio wave propagation measurements, field strength tests and such other analyses and studies as Licensee deems necessary or desirable. Licensee must restore the Property to its original condition following any such studies. D. During the Term of this License, Licensee will pay all special assessments and personal property and/or real estate taxes levied against or upon the Facilities or the Property by any taxing authority. Licensor will provide to Licensee a copy of any notice of taxes or special assessments imposed upon the Facilities or Property as a result of the Facilities or use of the Property by Licensee, which Licensor may receive from any taxing authority. Subject to any and all limitations imposed by law, Licensee may, at its own expense, contest any such taxes or assessments. E. Licensor waives any lien rights it may have, statutory or otherwise, regarding will be deemed personal property whether considered real or personal property under applicable state laws. Licensee will not of its work on the Property. TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 3 F. Licensee will whom Licensor has granted the use of the Property, and agrees to cease all such actions which unreasonably and materially interfere with the use thereof by Licensor or others no later than three (3) business days after receipt of written notice of the interference from Licensor. If the interference cannot be eliminated within 30 days after Licensee has received written notice, either Licensor or Licensee may at its option terminate this Agreement immediately. G. Licensee is entitled to ingress, egress, and access from an open and improved public road and access path 24 hours a day, seven days a week, except in case of unforeseen emergency . 5. FACILITIES A. Licensee will install the Facilities at its sole cost, in compliance with all FCC rules and regulations, and good engineering practices. Prior to installing any Facilities, Licensee must satisfy the Conditions Precedent identified on Exhibit C attached hereto. B. The placement of additional Facilities is subject to the prior approval of the Licensor, which approval may not be unreasonably withheld, conditioned or delayed. C. Licensee agrees that its Facilities will be of types and frequencies which will not cause radio frequency interference to Licensor or to the Siren or to any other prior lessees or licensees of the Property, provided that Licensor, all lessees, licensees, and other users of the Property are in compliance with Paragraph 4.B above. In the event such interference does occur, and Licensee is advised in writing of such interference, Licensee must eliminate such interference within twenty-four (24) hours or cease using the Facilities causing the interference except for short tests necessary for the elimination of the interference. It is further agreed that Licensor in no way guarantees to Licensee non-interfere Facilities. Notwithstanding the foregoing, Licensor will use its best efforts to afford Licensee similar protection from interference caused by the operations of subsequent Property users. D. Prior to adding additional transmitter or receiver frequencies on the Property, outside the frequencies currently used by Licensee, Licensee must notify Licensor of the modified frequencies and to perform the necessary interference studies to insure that the modified frequencies will not cause harmful radio interference to other existing users. Licensee will pay for such studies, which must be performed by a registered professional communications engineer. E. Facilities produce noticeable noise levels that exceed noise regulations per the local ordinances and/or state laws, Licensee will at its own expense install a noise buffer. F. Intentionally Omitted. TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 G. In the event Licensor determines, in its sole discretion, that the installation or component of the Property, Licensor may engage a structural engineer or order a structural analysis. Licensee shall reimburse the Licensor for any costs incurred by Licensor in connection with the structural engineer or structural analysis. H. Property for the following uses, and the construction, maintenance, repair, replacement, removal and operations of the following, all of which are hereafter Improvements will be must be maintained in a reasonable condition and secured by Licensee. Licensee must ensure that is use of the Property is consistent with all local, state and federal laws, ordinances, and regulations. (a) Not more than six (6) panel antennas, antenna mounting appurtenances, and necessary cable attached to the Tower as more particularly described on Exhibit B. (b) A ground equipment pad consisting of approximately 480 square feet as described on the Site Plans attached hereto as part of Exhibit B (Approved Plans and Specifications transmission equipment, emergency battery and generator equipment. The cabinets for the ground equipment shall all be painted to match and shall be maintained by the Licensee. (c) Utility wires underground and cables, conduits and pipes within that part of the Property described on the Site Plans attached hereto as part of Exhibit B. (d) Right to ingress and egress 24 hours each day, seven (7) days a week , on foot or motor vehicle on and over that part of the Property from and to inspecting, maintaining and repairing its Facility and related equipment, provided however, Licensor may require Licensee to exercise its right of ingress and egress on and over a different part of the Property or other property as may be provided by or through Licensor. (e) A separately metered connection to electric utility, which supplies electricity billable to Licensee. 6. UTILITY SERVICE Licensee will pay for, install, and provide all future Gopher State One Call locates and all required utility services. Payment for utility services, including but not limited to electric and telephone service, for the Facilities will be responsibility without any adjustment to Rent. Licensor will not be responsible for any damages which occur as a result of interruption of utility services except Licensor will be responsible for any direct damages to utilities caused by solely by Licensor. Licensor will reasonably cooperate with efforts to improve existing utilit use, or to connect the Facilities to existing utilities on the Property. Licensor will execute any TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 5 easement, right-of-way, or similar agreement that Licensee or a utility service provider may reasonably request for any such purposes, all costs to be borne by Licensee. Licensee must comply with all ordinances and codes regarding noise and hours of operation when operating back-up power generation for normal routine maintenance. 7. TERMINATION A. Except as otherwise provided herein, this License may be terminated without penalty or further liability, on thirty (30) as follows: (1) At any time during the term of this License by either party upon a default of any covenant or term hereof by the other party which default is not corrected within thirty (30) days of receipt of written notice of default (without, however, limiting any other rights available to the Parties pursuant to any other provisions hereof); provided, however, that neither party will be in non- monetary default under this License if it commences curing any such non- monetary default within such 30-day period and thereafter diligently prosecutes the cure to completion; (2) At any time during the term of this License by Licensee if Licensee is unable to obtain or maintain any license, permit or other governmental approval necessary to the installation and/or operation of th business; (3) judgment after consultation with a licensed structural engineer, Licensor determines that the Tower is structurally unsound for use as a tower, for any reason, including but not limited to considerations related to the age of the Tower, damage to or destruction of all or part of the Tower or the Property from any source, or factors relating to the condition of the Property. This Agreement may not be terminated under this paragraph if Licensee, at structural engineer. Before undertaking remedial work to correct any must be approved by must be approved by Licensor as it affects the aesthetics of the Property; (4) At any time prior t installation of its equipment on the Premises (i) if the Property is or bec design or engineering specifications for its equipment or the communications system to which the equipment belongs or (ii) Licensee determines that any soil boring tests or structural analysis is unsatisfactory; and (5) At any time prior to Licensee if technical reports do not establish to its exclusive reasonable satisfaction that the Premises is capable of being suitably engineered to intended use of the Premises. B. Upon termination or expiration of this License, Licensee must at its expense, within ninety (90) days, remove all of its Facilities from the Premises. Licensee will TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 continue to pay to Licensor the full ren Facilities are removed from the Premises and the Premises is restored to original usable condition, ordinary wear and tear excepted. If all Facilities are not removed by the Licensee within 90 days, Licensor may remove the Facilities and restore the Premises. Licensee will reimburse Licensor for all costs incurred by Licensor to remove and dispose of the Facilities and restore the Property. Contemporaneously with the delivery to Licensor of this License Agreement executed by Licensee, Licensee, at its cost and expense, will procure and deliver to Licensor an irrevocable Facilities and restore the Premises. Licensor may draw upon the Letter in an amount necessary to reimburse Licensor for its costs. If the Letter is insufficient to cover Licensor , Licensee will promptly pay to Licensor the deficiency. This paragraph will survive termination of this License Agreement. 8. INSURANCE Licensee must obtain and carry insurance in the amounts and types as follows: A. General Liability. Licensee must obtain and carry maintain occurrence form commercial general liability insurance coverage. Such coverage must be written to include, but not be limited to, bodily injury, property damage broad form, and personal injury, for the hazards of P independent contractors, and products/completed operations. Licensee must maintain the commercial general liability coverage with limits of liability not less than the following limits for any one person or occurrence: $4,000,000.00 each occurrence; $4,000,000.00 personal and advertising injury; $4,000,000.00 general aggregate; and $4,000,000.00 products completed operations aggregate. These limits may be satisfied by commercial general liability coverage or in combination with an umbrella or excess liability policy, provided coverages afforded by the umbrella or excess policy are no less than the above stated limits. B. Licensee Property Insurance. Licensee must keep in force during the Term and amount of coverage must be sufficient to provide for replacement of the damaged Facilities, damages resulting from loss of use, and must comply with any ordinance, statutory, or legal requirements. This policy must waive all subrogation rights against the Licensor. C. Hazardous Materials Coverage. Licensee must carry Pollution Legal Liability Insurance in the minimum amount of $2,000,000 per occurrence, for damage caused by Hazardous Materials and the release of pollutants. D. Comprehensive Automobile Liability. Licensee must carry a comprehensive automobile liability policy with coverage amounts of $1,000,000 combined single limit each accident, which must include coverage for all owned, hired, and non-owned vehicles. E. Adjustment to Insurance Coverage Limits. The coverage limits set forth herein will be increased at the time of any Renewal Term by multiplying the current coverage limit by a fraction, the numerator of which is the Consumer Price Index All Urban TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 7 consumers-All Items Base 1982 to 1984 Equals 100, as published by the U.S. Department - the first day of the Renewal Term, the denominator of which is the CPI-U for the month that is three months prior to the first day of this License Agreement. If the CIP-U is discontinued, comparable statistics on the purchasing power of the consumer dollar published by the U.S. Department of Labor or its successors as designated by Licensor will be used for making the computations in this paragraph. In the event the same base period (1982-1984 Equals 100) used in computing the CPI-U is changed, the figures used in making the adjustment will accordingly be changed so that the changes in the CIP-U are taken into account with the same mathematical results notwithstanding any change in the base period. In the event of any other changes in the CIP-U, Licensor will designate a comparable calculation to be used for the calculations of this paragraph. F. Additional Insured. The insurance policies naming Licensor required by this Paragraph 8 must be issued by a company (rated A+ or better by Best Insurance Guide) licensed to do business in the State of Minnesota and must include the City of Eden Prairie as an additional insu the primary coverage in the event of a loss. The policies must also insure the indemnification obligation(s) contained in Section 9 of this License Agreement. Licensee must provide a Certificate of Insurance and a copy of the additional insured endorsement(s), as applicable, which evidences the existence of this insurance coverage including the City of Eden Prairie as an additional insured must be provided to Licensor the Property for the purpose of construction or placing any Facility or related material on the Property. The Proof of Insurance must also provide that the coverage(s) may not be canceled, non-renewed, or materially changed without thirty (30) days prior written notice -payment of premium. G. Excess Liability. Licensee must maintain an excess or umbrella liability policy with a combined single limit of $5,000,000.00 per occurrence. 9. INDEMNIFICATION A. Licensee and Licensor each indemnify and hold harmless the other and their elected officials, officers, employees, agents, and representatives, from and against any and all claims, costs, losses, expenses, demands, actions, or causes of action, including reasonable attorneys fees and other costs and expenses of litigation arising out of the use and occupancy of the licensed Premises or Property by Licensee or Licensor, which may be asserted against or incurred by either Party or for which either Party may be liable in the performance of this License, except those to the extent that the same arise from the negligence, willful misconduct, or other fault of either Party. Licensee will defend all claims arising out of the installation, operation, use, maintenance, repair, Facilities, equipment, and related facilities on the licensed Premises notwithstanding any provision set forth obligations under this paragraph are contingent upon its receiving prompt written notice of any event TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 giving rise to an granting it the right to control the defense and se indemnify Licensee will, in any event, be limited as set forth in Minnesota Statutes Section 466.04. B. Hazardous Materials. Without limiting the scope of Subparagraph 9.A above, Licensee will be solely responsible for and will defend, indemnify, and hold Licensor, its agents, and employees harmless from and against any and all claims, connec will be interpreted broadly and specifically includes, without limitation, asbestos, fossil fuels, biological fuels, synthetic fuels, batteries or any hazardous substance, waste, or materials as defined in federal, state or local environmental or safety laws or regulations including, but not limited to, CERCLA. The obligation of this Subparagraph 9B will survive the expiration or other termination of this License Agreement. C. . Licensee represents and warrants that its use of the Property will not generate and Licensee will not store or dispose of on the Property, nor transport to or over the Property, any Hazardous Materials in violation of any applicable law. D. . Licensor represents and warrants that it has no knowledge of any Hazardous Materials on the Property in violation of any applicable law. 10. LIM LIABILITY If Licensor terminates this License other than pursuant to one of the express provisions of this License, or Licensor causes interruption of the business of Licensee or for any other s liability for damages to Licensee will be limited to the actual and direct costs of equipment removal, repair, and relocation and will specifically exclude any future expectation of profits, loss of business or profit, or related damages to Licensee. 11. DEFAULT A. The following will (1) Licens to observe or perform any covenant or condition contained in this Agreement within thirty (30) days after written notice to Licensee specifying such failure and requiring Licensee to remedy the same. (2) The adjudication of Licensee as bankrupt by a court of competent jurisdiction, or the entry by such a court of an order approving a petition seeking reorganization of Licensee under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or the appointment by such a court of a trustee or receiver or TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 9 receivers of Licensee or of all or any substantial part of its property upon the application of any creditor in any insolvency or bankruptcy proceeding and in effect for ninety (90) days. (3) The filing by Licensee of a petition in voluntary bankruptcy or the making by it of a general assignment for the benefit of creditors or the consenting by it to the appointment of a receiver or receivers of all or any substantial part of the property of Licensee; or the filing by Licensee of a petition or answer seeking reorganization under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof; or the filing by Licensee of a petition to take advantage of any B. Remedies. Except as expressly limited in this License, Licensor and Licensee will have such remedies for the default of the other party hereto as may be provided at law or equity following written notice of such default and failure to cure the same within thirty (30) days or as extended as provided in Paragraph 7.A above. 13. SUCCESSORS OR ASSIGNS The terms and conditions of this License will run with the Property. All of the terms, covenants, obligations, and conditions herein will be binding upon and inure to benefit of the successors and assigns of the Parties. This License may be sold, assigned, or transferred by Licensee without principal, affiliates, subsidiaries of its principal, or to any entity which acquires all or substantially all of assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition, or other business reorganization. As to other parties, this License may not be sold, assigned, or transferred without the written consent of the Licensor, which such consent will not be unreasonably withheld, delayed, or conditioned. No change of stock ownership, partnership interest, or control of Licensee or transfer upon partnership or corporate dissolution of Licensee will constitute an assignment hereunder. 14. QUIET ENJOYMENT Licensee, upon paying Rent, will peaceably and quietly have, hold and enjoy the Property pursuant to this License. 15. CASUALTY If any portion of the Property or Facilities are damaged by any casualty and such damage adversel will become terminable by Licensee upon thirty (30) days written notice of such casualty so long as such notice from Licensee is given within thirty (30) days of such casualty. Termination under this Paragraph, upon proper notice, will become effective on the thirtieth (30th) day following the date of such notice. 16. CONDEMNATION TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 If a condemning authority takes any portion of the Property and such taking adversely use of the Property, this Agreement will terminate as of the date the title vests in the condemning authority, if Licensee gives written notice of its intent to terminate within thirty (30) days after receiving notice of such vesting. The Parties will be entitled to make claims in any condemnation proceeding for the value of their respective interests in the Property (which for Licensee may include, where applicable, the value of the communications facilities, moving expenses, prepaid rent, and business-relocation expenses). Sale of all or part of the Property to a purchaser with the power of eminent domain in the face of the exercise of the power will be treated as a taking by condemnation 17. ADVANCES IN TECHNOLOGY. Intentionally deleted. 18. ADDITIONAL BUILDINGS, IMPROVEMENTS, OR ANTENNAS Licensee acknowledges that Licensor may permit additional buildings or improvements to be constructed on the Property and such buildings or improvements may be placed Licensor may permit antennas of third parties to be attached to the Tower, provided that certifies that the Tower will structurally the proposed antennas of third parties and such third party does not interfere with Facilities. 19. TEMPORARY INTERRUPTIONS OF SERVICE contribute to an immediate threat to the public health and/or safety (including maintenance and operating personnel), Licensor may order Licensee to discontinue its operations, or if the continued use constitutes an emergency, Licensor may without prior notice to Licensee operations may include, but will not be limited to, shutting down the transmission of electromagnetic waves or impulses to or from the Facilities. Licensee must immediately comply with such an order. Operations must be discontinued only for the period that the immediate threat exists. If Licensor is unable to give prior notice to Licensee, Licensor will notify Licensee as soon as possible after its action and give its reason for taking the action. Licensor wi service or interference with extends for a period greater than three (3) days, either consecutively or cumulatively, Licensee will have the right to terminate this Agreement provided in Paragraph 7. 20. NO DUTY TO REPAIR Licensor will have no duty or obligation to maintain, repair, restore, replace, or modify the improvements located thereon or therein. 21. Licensee will: (a) not interfere in any way with the Siren or take any actions that may TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 11 impact the functionality or operation of the Siren; (b) use natural gas or propane, and will not use gasoline or diesel fuel, for energy to power any generator installed on the Property; (c) not use any process or method in the installation, maintenance, or removal of any Facility upon the Tower by means of welding, cutting tool, or other device which would damage the Tower or any equipment attached thereto; (d) protect the Facilities from damage or harm in the event of the repair or maintenance of the Tower or other property of Licensor; (e vegetation on the Property other than those shown on Exhibit B; and (f) replace significant trees (as defined in Eden Prairie City Code Section 11.55, subd. 2) lost or reasonably accordance with Eden Prairie City Code Section 11.55, subd. 4. 22. NOTICES All notices, requests, demands, and other communications hereunder must be in writing and will be deemed given if personally delivered or mailed, certified mail, return receipt requested or by any nationally recognized courier service, to the following addresses: If to Licensor: City of Eden Prairie Attn: City Manager 8080 Mitchell Road Eden Prairie, MN 55344 With a copy to: Eden Prairie City Attorney Attn: Margaret L. Neuville If to Licensee: 100 Washington Avenue South, Suite 1550 Minneapolis, MN 55401 T-Mobile USA Inc. 12920 SE 38th Street Bellevue, WA 98006 Attn: Lease Administrator 23. MISCELLANEOUS: A. Licensor represents and warrants it has the legal authorization to enter into and sign this License and has good and marketable title to the Property. B. This License supersedes all prior discussions and negotiations and contains all agreements and understandings between the Licensor and Licensee. This License may only be amended in writing signed by all Parties. Exhibits A through C are incorporated into this License by reference. No provision of this License will be deemed waived by either party unless expressly waived in writing by the waiving party. No waiver will be implied by delay or any other act or omission of either party. No waiver by either party of any provisions of this License will be deemed a waiver of such provision with respect to any subsequent matter relating to such provision. TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 C. This License may be signed in counterparts by the Parties hereto. D. Any claim, controversy, or dispute arising out of this License Agreement may, upon mutual agreement of the parties, be referred to mediation. The costs of mediation will be shared equally by the parties except that each party will pay its own or if mediation is unsuccessful, any claim, controversy, or dispute arising out of this License Agreement shall be litigated in a court of competent jurisdiction in Hennepin County. E. This License will be construed in accordance with the laws of the State of Minnesota F. If any Term of this License is found to be void or invalid, such finding will not affect the remaining terms of this License, which will continue in full force and effect. IN WITNESS WHEREOF the Parties have executed this License Agreement effective as of the day and year first above written. (signature pages follow) TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 13 LICENSOR: City of Eden Prairie, a Minnesota municipal corporation By: __________________________________ Ronald A. Case Its: Mayor AND By: ___________________________________ Rick Getschow Its: City Manager TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 LICENSEE: T-Mobile Central LLC a Delaware limited liability company By:_________________________________ _________________________________ Its: _________________________________ TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 Sr Director, Eng. Development 10/1/2025 Lucia Renteria LIST OF EXHIBITS Exhibit A: Legal Description of the Property Exhibit B: Approved Plans and Specifications Exhibit C: Conditions Precedent TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 EXHIBIT A Legal Description of Property Property Address: 13900 Holly Road Property ID: 03-116-22-31-0002 Property Legal Description: Commencing at the southwest corner of the northeast ¼ of the southwest ¼ thence north to the northwest corner thereof thence southeasterly on a curve concave to the southwest having a radius of 573.68 feet a chord bearing south 75 degrees 35 minutes 11 seconds east and arc distance of 302.77 feet thence south 60 degrees 28 minutes 01 seconds east 471.05 feet thence on a curve to the right having a radius of 479.73 feet distance 229.52 feet thence south 33 degrees 03 minutes 16 seconds east 80.48 feet thence on a curve to the left having a radius of 499.69 feet distance 559.4 feet thence north 82 degrees 48 minutes 10 seconds east 70 feet thence on a curve to the right having a radius of 264.5 feet distance 251.65 feet thence south 42 degrees 41 minutes 06 seconds east to the northwesterly line of Co. Rd. No. 60 thence southwesterly along said road line to south line of northeast ¼ of the southwest ¼ thence west to beginning except commencing at a point in north line of Holly Road distance 973.85 feet east from the west line of the northeast ¼ of southwest ¼ thence deflecting left 45 degrees distance 237.6 feet thence northwesterly at R/A 95 feet to actual point of beginning thence northeasterly at RJA 144 feet thence northwesterly at R/A 444 feet thence southwesterly at R/A 292 feet thence southeasterly at R/A 444 feet thence northeasterly at R/A 148 feet to beginning except road also except highway. TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 EXHIBIT B Plans and Specifications [To be provided by Licensee] TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 EXHIBIT C CONDITIONS PRECEDENT 1. All permits from all local or federal land use jurisdictions for the intended use. 2. All local airspace authorities and FAA determination of no hazard to airspace. 3. FCC authorization to utilize this location for the intended use. 4. Licensee is capable of being suitably engineered to accomplish Licensee Property. 5. Licensee blish to the Licensor the installation will not interfere with other communication devices and systems presently in place. TMO Signatory Level:LO4/LO5 NLG-110759 Docusign Envelope ID: 31F0A63F-11C2-4D6E-83A2-D3C0B00BB7C5 City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.D. Department: Community Development/Planning Julie Klima/Sarah Strain ITEM DESCRIPTION New License Agreement with T-Mobile for the 8950 Eden Prairie Road Tower at the Senior Center. REQUESTED ACTION Approve the License Agreement with T-Mobile for the 8950 Eden Prairie Road Tower at the Senior Center SUMMARY T-Mobile currently has a License Agreement with the City to operate antennas and ground equipment at 8950 Eden Prairie Road. This agreement is set to expire on October 3, 2026. T- Mobile has applied to enter into a new License Agreement to continue operations of their existing equipment past this date. In this new License Agreement, the lease will increase 5% annually. The lease is for 5 year period with four (4) renewals for 5 years each. The total lease agreement is for 25 years. ATTACHMENTS License Agreement dated October 21, 2025 1 LICENSE AGREEMENT THIS LICENSE AGREEMENT (“License” or “Agreement”) is entered into as of _________________, 2025 (the “Effective Date”), between the City of Eden Prairie, a Minnesota municipal corporation (“Licensor”) and T-Mobile Central LLC, a Delaware limited liability (“Licensee”), (each a “Party” and collectively referred to as “the Parties”). RECITALS WHEREAS, Licensor is the owner of certain real property located in Hennepin County, Minnesota, as legally described on Exhibit A attached hereto (the “Land”) on which is situated a Tower (the “Property”). WHEREAS, Licensor and Licensee are parties to a License Agreement dated October 3, 2006, which allows for Licensee’s maintenance of communications facilities on the Property (the “2006 License”). Licensee exercised all options to extend the 2006 License and it expires at midnight on October 22, 2026. WHEREAS, Licensee desires a new, non-exclusive license and agreement to use portions of the Property for the purpose of constructing, operating, and maintaining a communications facility and associated equipment; WHEREAS, this License will terminate, supersede, and replace the 2006 License in its entirety as of the Commencement Date, and Licensee’s placement and maintenance of facilities on the Property will be subject only to the terms of this License. NOW, THEREFORE, in consideration of the foregoing Recitals which are incorporated herein by reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. PROPERTY AND PREMISES Subject to the following terms and conditions, Licensor licenses to Licensee certain space on the Property, together with non-exclusive easements for access and utilities over, under and across the Property (the “Premises”) as described on Exhibit B attached hereto. 2. TERM Upon the Effective Date, the 2006 License shall terminate and be superseded by this License. The initial term (“Initial Term”) of this License will be for five (5) years and will commence on the Effective Date (the “Commencement Date”). Subsequent renewals of the License will be for five (5) year periods (each a “Renewal Term”). The Initial Term shall automatically be extended for up to four (4) additional five (5) year terms (each 5-year term, a “Renewal Term” and, collectively with the “Initial Term”, the “Term”) unless Licensee elects to terminate the License at the end of the then-current term by giving Licensor written Notice at least ninety (90) days prior to the end of the then-current term. 3. RENT TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F A. Licensee will pay Licensor annual rent for each year of the Term, to be paid on the Commencement Date and each anniversary thereafter (“Rent”). B. The amount of Rent for the first year of the Term will be forty-six thousand dollars ($46,000). Rent for subsequent years of the Term will be increased by five percent (5%) each year. C. If this License is terminated at any time other than on the last day of a month, Rent will be prorated, based on a thirty-day month, as of the date of termination, and in the event of termination for any reason other than a default by Licensee, all prepaid Rent will be refunded to Licensee. 4. USE AND OWNERSHIP A. Subject to the terms of this License, the Premises may be used by Licensee solely for the purposes of constructing, maintaining, and operating certain communications facilities in accordance with the transmission and reception of wireless communication signals authorized for use by Licensee by the Federal Communications Commission (“FCC”). Licensee’s communications facilities will include cellular and link antennas, antenna mounts, necessary wave-guide and appurtenances, ground equipment (cabinet containing radio transmission, computer equipment, and emergency battery and generator equipment), screening fence, and underground utility wires, cables, conduits, and pipes, as described on Exhibit B attached hereto (the “Facilities”). B. Licensee must maintain and operate the Premises in accordance with good engineering practices, in accord with all applicable FCC rules and regulations, and to cause all other site users and users of the Premises, where feasible, to do the same. C. Licensee, its agents and contractors, are hereby granted the right, at its sole cost and expense, to enter upon the Property and conduct such studies as Licensee deems necessary to determine the Property’s suitability for Licensee’s intended use. These studies may include surveys, soil tests, environmental evaluations, radio wave propagation measurements, field strength tests and such other analyses and studies as Licensee deems necessary or desirable. Licensee must restore the Property to its original condition following any such studies. D. During the Term of this License, Licensee will pay all special assessments and personal property and/or real estate taxes levied against or upon the Facilities or the Property by any taxing authority. Licensor will provide to Licensee a copy of any notice of taxes or special assessments imposed upon the Facilities or Property as a result of the Facilities or use of the Property by Licensee, which Licensor may receive from any taxing authority. Subject to any and all limitations imposed by law, Licensee may, at its own expense, contest any such taxes or assessments. E. Licensor waives any lien rights it may have, statutory or otherwise, regarding Licensee’s Facilities, all of which will be deemed personal property whether considered real or personal property under applicable state laws. Licensee will not allow any mechanic’s or materialmen’s liens to be placed on the Property as a result TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F 3 of its work on the Property. F. Intentionally Omitted. G. Licensee is entitled to ingress, egress, and access from an open and improved public road and access path 24 hours a day, seven days a week, except in case of unforeseen emergency that requires Licensor to limit Licensee’s access. 5. FACILITIES A. Licensee will install the Facilities at its sole cost, in compliance with all FCC rules and regulations and good engineering practices. Prior to installing any Facilities, Licensee must satisfy the Conditions Precedent identified on Exhibit C attached hereto. B. The placement of additional Facilities is subject to the prior approval of the Licensor, which approval may not be unreasonably withheld, conditioned or delayed. C. Licensee agrees that its Facilities will be of types and frequencies which will not cause radio frequency interference to Licensor or to any other prior lessees or licensees of the Property, provided that Licensor, all lessees, licensees, and other users of the Property are in compliance with Paragraph 4.B above. In the event such interference does occur, and Licensee is advised in writing of such interference, Licensee must eliminate such interference within twenty-four (24) hours or cease using the Facilities causing the interference except for short tests necessary for the elimination of the interference. It is further agreed that Licensor in no way guarantees to Licensee non-interference to the operation of Licensee’s Facilities. Notwithstanding the foregoing, Licensor will use its best efforts to afford Licensee similar protection from interference caused by the operations of subsequent Property users. D. Prior to adding additional transmitter or receiver frequencies on the Property, outside the frequencies currently used by Licensee, Licensee must notify Licensor of the modified frequencies and to perform the necessary interference studies to insure that the modified frequencies will not cause harmful radio interference to other existing users. Licensee will pay for such studies, which must be performed by a registered professional communications engineer. E. If Licensee’s Facilities produce noticeable noise levels that exceed noise regulations per the local ordinances and/or state laws, Licensee will at its own expense install a noise buffer. F. In the event Licensor determines, in its sole discretion, to replace the roof on the building located on the Property, Licensee will relocate all of its roof-top equipment (i.e., cable runs) from the roof to a permanent ground run within thirty (30) days’ written notice from Licensor. Thereafter, Licensee will not be permitted to re-install roof-top equipment (i.e., cable runs) on roof. This relocation of all roof-top equipment will be at Licensee’s sole cost and expense. TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F G. In the event Licensor determines, in its sole discretion, that the installation or operation of Licensee’s facilities may impact the structural integrity of any component of the Property, Licensor may engage a structural engineer or order a structural analysis. Licensee shall reimburse the Licensor for any costs incurred by Licensor in connection with the structural engineer or structural analysis. H. Licensee’s Responsibility/Use. Licensee may use the following parts of the Property for the following uses, and the construction, maintenance, repair, replacement, removal and operations of the following, all of which are hereafter referred to as “Licensee’s Improvements.” Licensee’s Improvements will be installed at Licensee’s expense and must be maintained in a reasonable condition and secured by Licensee. Licensee must ensure that its use of the Property is consistent with all local, state and federal laws, ordinances, and regulations. (a) Not more than twelve (12) panel antennas, antenna mounting appurtenances, and necessary cable attached to the Tower as more particularly described in Exhibit B. (b) A ground equipment enclosure consisting of approximately five hundred (500) square feet, as described on the Site Plans attached hereto as part of Exhibit B (Equipment Structure), to house and contain Licensee’s radio transmission equipment, emergency battery and generator equipment. (c) Utility wires underground and cables, conduits and pipes within that part of the Property described on the Site Plans attached hereto as part of Exhibit B. (d) Right to ingress and egress 24 hours each day, seven (7) days a week , on foot or motor vehicle on and over that part of the Property from and to Licensee’s Improvements as depicted in Exhibit B for the purpose of inspecting, maintaining and repairing its Facility and related equipment, provided however, Licensor may require Licensee to exercise its right of ingress and egress on and over a different part of the Property or other property as may be provided by or through Licensor. (e) A separately metered connection to electric utility, which supplies electricity billable to Licensee. 6. UTILITY SERVICE Licensee will pay for, install, and provide all future Gopher State One Call locates and all required utility services. Payment for utility services, including but not limited to electric and telephone service, for the Facilities will be Licensee’s responsibility without any adjustment to Rent. Licensor will not be responsible for any damages which occur as a result of interruption of utility services except Licensor will be responsible for any direct damages to utilities caused by solely by Licensor. Licensor will reasonably cooperate with Licensee’s efforts to improve existing utilities on the Property for Licensee’s use, or to connect the Facilities to existing utilities on the Property. Licensor will execute any easement, right-of-way, or similar agreement that Licensee or a utility service provider may reasonably request for any such purposes, all costs to be borne by Licensee. Licensee TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F 5 must comply with all ordinances and codes regarding noise and hours of operation when operating back-up power generation for normal routine maintenance. 7. TERMINATION A. Except as otherwise provided herein, this License may be terminated without penalty or further liability, on thirty (30) days’ notice as follows: (1) At any time during the term of this License by either party upon a default of any covenant or term hereof by the other party which default is not corrected within thirty (30) days of receipt of written notice of default (without, however, limiting any other rights available to the Parties pursuant to any other provisions hereof); provided, however, that neither party will be in non- monetary default under this License if it commences curing any such non-monetary default within such 30-day period and thereafter diligently prosecutes the cure to completion; (2) At any time during the term of this License by Licensee if Licensee is unable to obtain or maintain any license, permit or other governmental approval necessary to the installation and/or operation of the Facilities or Licensee’s business; (3) At any time during the term of this License by Licensor if, in Licensor’s sole judgment after consultation with a licensed structural engineer, Licensor determines that the Tower is structurally unsound for use as a tower, for any reason, including but not limited to considerations related to the age of the Tower, damage to or destruction of all or part of the Tower or the Property from any source, or factors relating to the condition of the Property. This Agreement may not be terminated under this paragraph if Licensee, at Licensee’s cost, remedies the structural defect as determined by Licensor’s structural engineer. Before undertaking remedial work to correct any structural defects, Licensee’s proposed corrective work must be approved by Licensor’s structural engineer as to the structural design, and must be approved by Licensor as it affects the aesthetics of the Property; (4) At any time prior to Licensee’s installation of its equipment on the Premises (i) if the Property is or becomes unacceptable under Licensee’s design or engineering specifications for its equipment or the communications system to which the equipment belongs or (ii) Licensee determines that any soil boring tests or structural analysis is unsatisfactory; and (5) At any time prior to Licensee’s installation of its equipment on the Premises if Licensee’s technical reports do not establish to its exclusive reasonable satisfaction that the Premises is capable of being suitably engineered to accomplish Licensee’s intended use of the Premises. B. Upon termination or expiration of this License, Licensee must at its expense, within ninety (90) days, remove all of its Facilities from the Premises. Licensee will continue to pay to Licensor the full rental amount until all of Licensee’s Facilities are removed from the Premises and the Premises is restored to original usable TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F condition, ordinary wear and tear excepted. If all Facilities are not removed by the Licensee within 90 days, Licensor may remove the Facilities and restore the Premises. Licensee will reimburse Licensor for all costs incurred by Licensor to remove and dispose of the Facilities and restore the Property. Contemporaneously with the delivery to Licensor of this License Agreement executed by Licensee, Licensee, at its cost and expense, will procure and deliver to Licensor an irrevocable letter of credit (“Letter”) in favor of Licensor in the principal amount of five thousand dollars, ($5,000.00) to secure Licensee’s obligation to remove the Facilities and restore the Premises. Licensor may draw upon the Letter in an amount necessary to reimburse Licensor for its costs. If the Letter is insufficient to cover Licensor’s costs, Licensee will promptly pay to Licensor the deficiency. This paragraph will survive termination of this License Agreement. 8. INSURANCE Licensee must obtain and carry insurance in the amounts and types as follows: A. General Liability. Licensee must obtain and carry maintain occurrence form commercial general liability insurance coverage. Such coverage must be written to include, but not be limited to, bodily injury, property damage–broad form, and personal injury, for the hazards of Premises/operation, broad form contractual, claims for Licensee’s independent contractors, and products/completed operations. Licensee must maintain the commercial general liability coverage with limits of liability not less than the following limits for any one person or occurrence: $4,000,000.00 each occurrence; $4,000,000.00 personal and advertising injury; $4,000,000.00 general aggregate; and $4,000,000.00 products completed operations aggregate. These limits may be satisfied by commercial general liability coverage or in combination with an umbrella or excess liability policy, provided coverages afforded by the umbrella or excess policy are no less than the above stated limits. B. Licensee Property Insurance. Licensee must keep in force during the Term and any Renewal Term a policy covering damages to Licensee’s Facilities at the Property. The amount of coverage must be sufficient to provide for replacement of the damaged Facilities, damages resulting from loss of use, and must comply with any ordinance, statutory, or legal requirements. This policy must waive all subrogation rights against the Licensor. C. Hazardous Materials Coverage. Licensee must carry Pollution Legal Liability Insurance in the minimum amount of $2,000,000 per occurrence, for damage caused by Hazardous Materials and the release of pollutants. D. Comprehensive Automobile Liability. Licensee must carry a comprehensive automobile liability policy with coverage amounts of $1,000,000 combined single limit each accident, which must include coverage for all owned, hired, and non-owned vehicles. E. Adjustment to Insurance Coverage Limits. The coverage limits set forth herein will be increased at the time of any Renewal Term by multiplying the current coverage limit by a fraction, the numerator of which is the Consumer Price Index All Urban consumers-All Items Base 1982 to 1984 Equals 100, as published by the U.S. Department of Labor, Bureau of Labor Statistics (“CPI-U”) for the month that is three months preceding TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F 7 the first day of the Renewal Term, the denominator of which is the CPI-U for the month that is three months prior to the first day of this License Agreement. If the CIP-U is discontinued, comparable statistics on the purchasing power of the consumer dollar published by the U.S. Department of Labor or its successors as designated by Licensor will be used for making the computations in this paragraph. In the event the same base period (1982-1984 Equals 100) used in computing the CPI-U is changed, the figures used in making the adjustment will accordingly be changed so that the changes in the CIP-U are taken into account with the same mathematical results notwithstanding any change in the base period. In the event of any other changes in the CIP-U, Licensor will designate a comparable calculation to be used for the calculations of this paragraph. F. Additional Insured. The insurance policies naming Licensor required by this Paragraph 8 must be issued by a company (rated A+ or better by Best Insurance Guide) licensed to do business in the State of Minnesota and must include the City of Eden Prairie as an additional insured. The insurance policies must provide that Licensee’s coverage is the primary coverage in the event of a loss. The policies must also insure the indemnification obligation(s) contained in Section 9 of this License Agreement. Licensee must provide a Certificate of Insurance and a copy of the additional insured endorsement(s), as applicable, which evidences the existence of this insurance coverage including the City of Eden Prairie as an additional insured must be provided to Licensor before Licensee, or any Party acting on Licensee’s behalf or at Licensee’s behest, enters the Property for the purpose of construction or placing any Facility or related material on the Property. The Proof of Insurance must also provide that the coverage(s) may not be canceled, non-renewed, or materially changed without thirty (30) days prior written notice to Licensor, or 10 days’ notice for non-payment of premium. G. Excess Liability. Licensee must maintain an excess or umbrella liability policy with a combined single limit of $5,000,000.00 per occurrence. 9. INDEMNIFICATION A. Licensee and Licensor each indemnify and hold harmless the other and their elected officials, officers, employees, agents, and representatives, from and against any and all claims, costs, losses, expenses, demands, actions, or causes of action, including reasonable attorneys’ fees and other costs and expenses of litigation arising out of the use and occupancy of the licensed Premises or Property by Licensee or Licensor, which may be asserted against or incurred by either Party or for which either Party may be liable in the performance of this License, except those to the extent that the same arise from the negligence, willful misconduct, or other fault of either Party. Licensee will defend all claims arising out of the installation, operation, use, maintenance, repair, removal, or presence of Licensee’s Facilities, equipment, and related facilities on the licensed Premises notwithstanding any provision set forth herein to the contrary. Licensee’s obligations under this paragraph are contingent upon its receiving prompt written notice of any event giving rise to an obligation to indemnify Licensor and Licensor’s granting it the right to control the defense and settlement of the same. Licensor’s obligation to indemnify Licensee will, in any event, be limited as set forth in Minnesota Statutes TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F Section 466.04. B. Hazardous Materials. Without limiting the scope of Subparagraph 9A above, Licensee will be solely responsible for and will defend, indemnify, and hold Licensor, its agents, and employees harmless from and against any and all claims, costs, and liabilities, including attorney’s fees and costs, arising out of or in connection with the cleanup or restoration of the Property resulting from Licensee’s use of Hazardous Materials. For purposes of this License Agreement, “Hazardous Materials” will be interpreted broadly and specifically includes, without limitation, asbestos, fossil fuels, biological fuels, synthetic fuels, batteries or any hazardous substance, waste, or materials as defined in federal, state or local environmental or safety laws or regulations including, but not limited to, CERCLA. The obligation of this Subparagraph 9B will survive the expiration or other termination of this License Agreement. C. Licensee’s Warranty. Licensee represents and warrants that its use of the Property will not generate and Licensee will not store or dispose of on the Property, nor transport to or over the Property, any Hazardous Materials in violation of any applicable law. D. Licensor’s Warranty. Licensor represents and warrants that it has no knowledge of any Hazardous Materials on the Property in violation of any applicable law. 10. LIMITATION OF LICENSOR’S LIABILITY If Licensor terminates this License other than pursuant to one of the express provisions of this License, or Licensor causes interruption of the business of Licensee or for any other breach of this License by Licensor, Licensor’s liability for damages to Licensee will be limited to the actual and direct costs of equipment removal, repair, and relocation and will specifically exclude any future expectation of profits, loss of business or profit, or related damages to Licensee. 11. DEFAULT A. The following will constitute an event of default by Licensee (“Licensee’s Default”): (1) Licensee’s failure to observe or perform any covenant or condition contained in this Agreement within thirty (30) days after written notice to Licensee specifying such failure and requiring Licensee to remedy the same. (2) The adjudication of Licensee as bankrupt by a court of competent jurisdiction, or the entry by such a court of an order approving a petition seeking reorganization of Licensee under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof, or the appointment by such a court of a trustee or receiver or receivers of Licensee or of all or any substantial part of its property upon the application of any creditor in any insolvency or bankruptcy proceeding or other creditor’s suit in each case, the order or decree remains unstayed TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F 9 and in effect for ninety (90) days. (3) The filing by Licensee of a petition in voluntary bankruptcy or the making by it of a general assignment for the benefit of creditors or the consenting by it to the appointment of a receiver or receivers of all or any substantial part of the property of Licensee; or the filing by Licensee of a petition or answer seeking reorganization under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof; or the filing by Licensee of a petition to take advantage of any debtor’s act. B. Remedies. Except as expressly limited in this License, Licensor and Licensee will have such remedies for the default of the other party hereto as may be provided at law or equity following written notice of such default and failure to cure the same within thirty (30) days or as extended as provided in Paragraph 7A above. 13. SUCCESSORS OR ASSIGNS The terms and conditions of this License will run with the Property. All of the terms, covenants, obligations, and conditions herein will be binding upon and inure to benefit of the successors and assigns of the Parties. This License may be sold, assigned, or transferred by Licensee without any approval or consent of Licensor to Licensee’s principal, affiliates, subsidiaries of its principal, or to any entity which acquires all or substantially all of Licensee’s assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition, or other business reorganization. As to other parties, this License may not be sold, assigned, or transferred without the written consent of the Licensor, which such consent will not be unreasonably withheld, delayed, or conditioned. No change of stock ownership, partnership interest, or control of Licensee or transfer upon partnership or corporate dissolution of Licensee will constitute an assignment hereunder. 14. QUIET ENJOYMENT Licensee, upon paying Rent, will peaceably and quietly have, hold and enjoy the Property pursuant to this License. 15. CASUALTY If any portion of the Property or Facilities are damaged by any casualty and such damage adversely affects Licensee’s use of the Property, this License will become terminable by Licensee upon thirty (30) days written notice of such casualty so long as such notice from Licensee is given within thirty (30) days of such casualty. Termination under this Paragraph, upon proper notice, will become effective on the thirtieth (30th) day following the date of such notice. 16. CONDEMNATION If a condemning authority takes any portion of the Property and such taking adversely affects Licensee’s use of the Property, this Agreement will terminate as of the date the title TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F vests in the condemning authority, if Licensee gives written notice of its intent to terminate within thirty (30) days after receiving notice of such vesting. The Parties will be entitled to make claims in any condemnation proceeding for the value of their respective interests in the Property (which for Licensee may include, where applicable, the value of the communications facilities, moving expenses, prepaid rent, and business-relocation expenses). Sale of all or part of the Property to a purchaser with the power of eminent domain in the face of the exercise of the power will be treated as a taking by condemnation. 17. ADVANCES IN TECHNOLOGY. Intentionally deleted. 18. ADDITIONAL BUILDINGS, IMPROVEMENTS, OR ANTENNAS Licensee acknowledges that Licensor may permit additional buildings or improvements to be constructed on the Property and such buildings or improvements may be placed immediately adjacent to Licensee’s Facilities. Licensor may permit antennas of third parties to be attached to the Tower, provided that Licensor’s structural engineer first certifies that the Tower will structurally accommodate Licensee’s existing antennas plus the proposed antennas of third parties and such third party does not interfere with Licensee’s Facilities. 19. TEMPORARY INTERRUPTIONS OF SERVICE If Licensor determines that continued operation of Licensee’s Facilities would cause or contribute to an immediate threat to the public health and/or safety (including maintenance and operating personnel), Licensor may order Licensee to discontinue its operations, or if the continued use constitutes an emergency, Licensor may without prior notice to Licensee cause discontinuance of operation of Licensee’s Facilities. Discontinuance of Licensee’s operations may include, but will not be limited to, shutting down the transmission of electromagnetic waves or impulses to or from the Facilities. Licensee must immediately comply with such an order. Operations must be discontinued only for the period that the immediate threat exists. If Licensor is unable to give prior notice to Licensee, Licensor will notify Licensee as soon as possible after its action and give its reason for taking the action. Licensor will not be liable to Licensee or any other party for any interruption in Licensee’s service or interference with Licensee’s operation of its Facilities. If the discontinuance extends for a period greater than three (3) days, either consecutively or cumulatively, Licensee will have the right to terminate this Agreement upon thirty days’ notice as provided in Paragraph 7. 20. NO DUTY TO REPAIR Licensor will have no duty or obligation to maintain, repair, restore, replace, or modify the Tower, the Land, or any of Licensee’s Facilities, fixtures, personal property, or improvements located thereon or therein. 21. LICENSEE’S COVENANTS Licensee will: (a) use natural gas or propane, and will not use gasoline or diesel fuel, for energy to power any generator installed on the Property; (b) not use any process or method in the installation, maintenance, or removal of any Facility upon the Tower by means of TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F 11 welding, cutting tool, or other device which would damage the Tower or any equipment attached thereto; (c) protect the Facilities from damage or harm in the event of the repair or maintenance of the Tower or other property of Licensor; (d) not, without Licensor’s consent, remove, cut, or trim any trees or other vegetation on the Property other than those shown on Exhibit B; and (e) replace significant trees (as defined in Eden Prairie City Code Section 11.55, subd. 2) lost or reasonably anticipated to be lost as a result of installation of Licensee’s Facilities on the Property, in accordance with Eden Prairie City Code Section 11.55, subd. 4. 22.NOTICES All notices, requests, demands, and other communications hereunder must be in writingand will be deemed given if personally delivered or mailed, certified mail, return receiptrequested or by any nationally recognized courier service, to the following addresses: If to Licensor: City of Eden Prairie Attn: City Manager 8080 Mitchell Road Eden Prairie, MN 55344 With a copy to: Eden Prairie City Attorney Attn: Margaret L. Neuville If to Licensee: 100 Washington Avenue South, Suite 1550 Minneapolis, MN 55401 T-Mobile USA, Inc.12920 SE 38th Street Bellevue, WA 98006 Attn: Lease Administrator/ A1P0742A 23.MISCELLANEOUS: A.Licensor represents and warrants it has the legal authorization to enter into and signthis License and has good and marketable title to the Property. B.This License supersedes all prior discussions and negotiations and contains allagreements and understandings between the Licensor and Licensee. This Licensemay only be amended in writing signed by all Parties. Exhibits A through C are incorporated into this License by reference. No provision of this License will be deemed waived by either party unless expressly waived in writing by the waivingparty. No waiver will be implied by delay or any other act or omission of eitherparty. No waiver by either party of any provisions of this License will be deemed awaiver of such provision with respect to any subsequent matter relating to such provision. C.This License may be signed in counterparts by the Parties hereto. D.Any claim, controversy, or dispute arising out of this License Agreement may, upon TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F mutual agreement of the parties, be referred to mediation. The costs of mediation will be shared equally by the parties except that each party will pay its own attorneys’ fees. Absent the parties’ agreement to mediate or if mediation is unsuccessful, any claim, controversy, or dispute arising out of this License Agreement shall be litigated in a court of competent jurisdiction in Hennepin County. E. This License will be construed in accordance with the laws of the State of Minnesota F. If any Term of this License is found to be void or invalid, such finding will not affect the remaining terms of this License, which will continue in full force and effect. IN WITNESS WHEREOF the Parties have executed this License Agreement effective as of the day and year first above written. (signature pages follow) TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F 13 LICENSOR: City of Eden Prairie, a Minnesota municipal corporation By: __________________________________ Ronald A. Case Its: Mayor AND By: ___________________________________ Rick Getschow Its: City Manager TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F LICENSEE: T-Mobile Central LLC,a Delaware limited liability company By_________________________________________ Its: By: _________________________________ Its: _________________________________ TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F Lucia Renteria 10/1/2025 LIST OF EXHIBITS Exhibit A: Legal Description of the Property Exhibit B: Approved Plans and Specifications Exhibit C: Conditions Precedent TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F EXHIBIT A Legal Description of Property Property Address: 8950 Eden Prairie Road, Eden Prairie, MN 55347 Property Index: 20-116-22-14-0001 The Property is legally described as follows: The South 300 feet of the East 615 feet of the Southeast ¼ of the Northeast ¼ of Section 20, Township 116, range 22, except road, according to the map or plat thereof on file and of record in the office of the register of deeds in and for said county and state. TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F EXHIBIT B Plans and Specifications [To be provided by Licensee] TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F EXHIBIT C CONDITIONS PRECEDENT 1. All permits from all local or federal land use jurisdictions for the intended use. 2. All local airspace authorities and FAA determination of no hazard to airspace. 3. FCC authorization to utilize this location for the intended use. 4. Licensee’s technical reports must establish to its exclusive satisfaction that the Property is capable of being suitably engineered to accomplish Licensee’s intended use of the Property. 5. Licensee’s technical reports must establish to the Licensor’s exclusive satisfaction that the installation will not interfere with other communication devices and systems presently in place. TMO Signatory Level:LO4/LO5 NLG-111092 Docusign Envelope ID: 9B644058-4280-4E30-A77D-7E3D1D55A35F City Council Agenda Cover Memo Date: October 21, 2025 Section: Consent Calendar Item Number: VII.E. Department: Fire Department ITEM DESCRIPTION Resolution accepting the Staffing for Adequate Fire and Emergency Response (SAFER) Grant REQUESTED ACTION Approve the Resolution accepting the SAFER grant awarded to the City. SUMMARY The City has been notified that it has been awarded a Staffing for Adequate Fire and Emergency Response (SAFER) grant from the Federal Emergency Management Agency (FEMA). The funds from this grant will enable the City to hire 8 full-time firefighters to better serve Eden Prairie and provide much needed additional staffing for the department. The grant period is for 3 years and will cover a percentage of the salary and benefits for the firefighters for the grant period. ATTACHMENTS Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-__ RESOLUTION ACCEPTING GRANT FUNDS FROM FEMA STAFFING FOR ADEQUATE FIRE AND EMERGENCY RESPONSE (SAFER) GRANT AND MAKING RELATED BUDGET ADJUSTMENTS WHEREAS, FEMA Staffing for Adequate Fire and Emergency Response (SAFER) Grant Program has granted $3,560,799.60 ($2,195,826.41 Federal portion and $1,364,973.19 City portion) of its grant funding to the City for hiring full-time firefighters to address acute staffing shortages; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Eden Prairie, Minnesota, that the City Council accepts the agreement as proposed. BE IT FURTHER RESOLVED, that the City Council authorizes the Mayor, City Manager or his designee to execute such SAFER grant agreement and to make any and all necessary related budget adjustments. ADOPTED, by the Eden Prairie City Council on the 21st day of October, 2025. ___________________________ Ronald A. Case, Mayor ATTEST: ___________________________ David Teigland, City Clerk City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.F. Department: Fire Department ITEM DESCRIPTION Resolution to Allow Bloomington and Eden Prairie to Join Cooperative Agreement for 911 Call Handling System REQUESTED ACTION Adopt Resolution to Allow the Cities of Bloomington and Eden Prairie to Join the Master Cooperative Agreement and Ancillary Agreement, as each are amended, for Planning and Coordinating Delivery of Emergency Communications Services, or “Call Handling System 1” SUMMARY CHS-1 is a system that shares/hosts a 9-1-1 call handling system. The system is owned and operated by a consortium of governmental entities. Earlier in 2025, the Council approved participation in the shared/hosted CHS-1 system and designated the Fire Chief or their designee as the City’s representative for participation. This system will allow the City to upgrade our current system to a state of the art system. Bloomington also recently approved participation in the organization. While the Council has already approved the City’s participation in the system, the administrator has requested that each member organization—including Bloomington and Eden Prairie— adopt the attached resolution to fully document the new members in the Cooperative Agreement. The resolution also authorizes the Fire Chief to execute necessary amendments to the CHS-1 governing documents to reflect the new members. ATTACHMENTS Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-__ A RESOLUTION TO ALLOW THE CITIES OF BLOOMINGTON AND EDEN PRAIRIE TO JOIN THE MASTER COOPERATIVE AGREEMENT AND ANCILLARY AGREEMENT, AS EACH ARE AMENDED, FOR PLANNING AND COORDINATING DELIVERY OF EMERGENCY COMMUNICATIONS SERVICES, OR “CALL HANDLING SYSTEM 1” WHEREAS, in 2014, five original parties (Allina Health EMS, City of Edina, City of Minneapolis, Hennepin County, and Hennepin EMS), represented by their respective Public Safety Answering Points (PSAPs), and the Metropolitan Emergency Services Board (“MESB”) entered a Joint Powers Agreement, the “Master Cooperative Agreement,” under Minnesota Statute § 471.59 to facilitate the governance for planning and coordination of procurement of emergency communications services including E9-1-1 and emerging services such as next generation NG9-1-1 call handling system (CHS), named “Call Handling System 1” (“CHS-1”); WHEREAS, CHS-1 also executed an Ancillary Agreement under Minn. Stat. § 471.59, detailing operating and maintenance responsibilities of CHS-1 members; and WHEREAS, the Cities of Bloomington and Eden Prairie each operate a PSAP; and WHEREAS, the Cities of Bloomington and Eden Prairie must replace their PSAPs’ call handling equipment; and WHEREAS, the Cities of Bloomington and Eden Prairie have authorized joining CHS-1, as evidenced by the City of Bloomington Resolutions numbered 2025-76 and 2025-92, and the City of Eden Prairie Resolutions numbered 2025-057 and 2025-074; and WHEREAS, the Cooperative Agreement and Ancillary Agreement each allow for the addition of new CHS-1 members by amendment of each respective agreement; and WHEREAS, the governing bodies of CHS-1 have approved of the addition of Bloomington and Eden Prairie to CHS-1. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, that the City of Bloomington and the City of Eden Prairie become members of CHS-1, that the CHS-1 Cooperative and Ancillary Agreements be amended to include these two cities as additional parties under Minn. Stat. § 471.59, and that the Eden Prairie Fire Chief is authorized to sign the amendments on behalf of the City of Eden Prairie. ADOPTED by the City Council of the City of Eden Prairie, on the 21st day of October, 2025. ______________________________ Ronald A. Case, Mayor ATTEST: ______________________________ David Teigland, City Clerk City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.G. Department: Public Works – Robert Ellis ITEM DESCRIPTION Resolution of Support for House File 2505 and Senate File 2162 REQUESTED ACTION Move to: Adopt Resolution of Support for House File 2505 and Senate File 2162 SUMMARY Cities across the metro area recognize the need for safer, more context-sensitive street designs that prioritize safety for all users, including pedestrians, bicyclists, transit riders, and drivers. However, current state standards governing Municipal State Aid (MSA) roadways often restrict municipalities from implementing designs that would assist in better addressing the safety needs of our walking and biking community. Senate File 2162 was introduced in the legislature which would grant municipalities greater flexibility and authority to design MSA roadways to meet local safety, mobility, and livability goals. Granting local design control will allow cities like Eden Prairie to implement proven safety measures such as narrower vehicle lanes, protected pedestrian crossings, traffic calming infrastructure, and other human-centered street designs. This resolution expresses the City Council’s support for the proposed legislation which would enhance our ability to better design roadways for the context in which they exist. ATTACHMENT Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-__ RESOLUTION OF SUPPORT FOR SENATE FILE 2162 AND HOUSE FILE 2505, GRANTING LOCAL DESIGN CONTROL FOR MUNICIPAL STATE AID ROADWAYS WHEREAS, the City of Eden Prairie recognizes the growing need for safer, more context-sensitive street designs that prioritize the safety of all users, including pedestrians, bicyclists, transit riders, and drivers; and WHEREAS, current state standards governing Municipal State Aid (MSA) roadways often restrict municipalities from implementing designs that reflect the needs and safety priorities of their local communities; and WHEREAS, Senator Scott Dibble has introduced the bipartisan supported SF 2162 in the Minnesota Legislature, legislation that would grant municipalities greater flexibility and authority to design MSA roadways to meet local safety, mobility, and livability goals; and WHEREAS, granting local design control will allow cities like Eden Prairie to implement proven safety measures such as narrower vehicle lanes, protected pedestrian crossings, traffic calming infrastructure, and other human-centered street designs; and WHEREAS, the City Council of Eden Prairie believes that local governments are best positioned to understand and respond to the transportation and safety needs of their communities. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council, that: 1. The City Council expresses its strong support for SF 2162 and HF 2505, and urges the Minnesota Legislature to adopt this important legislation during the upcoming session; 2. The City Council calls on state agencies and elected officials to recognize and empower local jurisdictions to implement street designs that promote safety, equity, sustainability, and community well-being; 3. The City Council reaffirms its commitment to creating a transportation network in Eden Prairie that protects and serves all residents, regardless of age, ability, or mode of travel; ADOPTED by the Eden Prairie City Council on October 21, 2025. Ronald A. Case, Mayor ATTEST: David Teigland, City Clerk City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.H. Department: Public Works/Engineering – Carter Schulze, City Engineer ITEM DESCRIPTION Adopt Resolution Endorsing Funding Application for the Dell Road Improvements IC 17-5990 REQUESTED ACTION Move to: Adopt Resolution Endorsing Funding Application for the Dell Road Improvements, IC 17-5990 SUMMARY The Local Road Improvement Program (LRIP) is a funding program for capital construction costs. The Dell Road project is a strong candidate for this funding under the Routes of Regional Significance Account, which is one of three types of accounts with a specific intent for the type of local road projects that can be considered for the program. The resolution provides the City’s endorsement of the application and its commitment to fund the project if selected. This is the second solicitation the City has applied for. The MnDOT State Aid for Local Transportation Office administers the LRIP with guidance from the LRIP Advisory Committee. Project grants are approved by the Committee to provide funding assistance to local agencies for construction, reconstruction or reconditioning projects. A maximum of $1,500,000 may be requested for a project and leveraged with other funding sources. LRIP funding does not require any local match and grants are paid on a reimbursable basis (Local agency finances 100% of project cost up front and submits for reimbursement as costs are incurred). Based on the project requirement components including; operations and safety, regionally significance, functionally classification of a major collector, part of an economic development plan and connection to a county road, this project is a good candidate for funding approval. If this project is successful in receiving a grant award it will be used to help fund the Dell Road Improvements. These improvements have been studied and expected for years due to the deficient characteristics of the corridor, the ongoing city maintenance required on the gravel road section and the expectation of development adjacent and around this corridor. Funding sources expected to be used to leverage potential grant funding are the City’s Municipal State Aid account, utility funds and special assessments. ATTACHMENT Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-__ ENDORSING THE DELL ROAD IMPROVEMENTS FUNDING APPLICATION I.C. 17-5990 WHEREAS, the City Council of the City of Eden Prairie is the official governing body of the City of Eden Prairie; and WHEREAS, the Local Road Improvement Program (LRIP) has made funding available to communities for construction projects that improve operations and safety and are regionally significant; and WHEREAS, Dell Road is a major collector that connects CSAH 61 (Flying Cloud Drive) to CSAH 1 (Pioneer Trail); and WHEREAS, the Local Road Improvement Program provides up to $1.5 million in capital assistance for improvement projects; and WHEREAS, the City of Eden Prairie agrees to fund the costs of engineering, right of way acquisition, construction inspection and other non-LRIP eligible costs as well as LRIP-eligible items in excess of the LRIP grant amount. NOW, THEREFORE, BE IT RESOLVED that the Eden Prairie City Council does hereby support actively pursuing Local Road Improvement Program funds; and BE IT FURTHER RESOLVED that if awarded funding from the Local Road Improvement Program, the City of Eden Prairie agrees to commit funding to provide for the completion of the project. ADOPTED by the Eden Prairie City Council on October 21, 2025 ______________________________ Ronald A. Case, Mayor ATTEST: SEAL ___________________________ David Teigland, City Clerk City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.I. Department: Public Works/Utilities Division – Joe Dusek ITEM DESCRIPTION Approve Change Order No. 1 for the Well 10 Rehabilitation Project. REQUESTED ACTION Move to: Approve Change Order No. 1 in the amount of $30,955.00 for the Well 10 Rehabilitation Project. SUMMARY This change order addresses the replacement of additional downhole pipe necessary to complete the rehabilitation of Well 10. The bulk of the change order work was several sections of additional pipe that were not in the original quote provided. The sections of additional pipe replaced sections of existing pipe that were worn and badly corroded. With this change order the project will be final and closed out. Staff recommends approval of additional costs. ATTACHMENT Change Order City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.J. Department: Public Works/Utilities Division – Joe Dusek ITEM DESCRIPTION Approve Change Order No. 1 for the Well 16 Rehabilitation Project. REQUESTED ACTION Move to: Approve Change Order No. 1 in the amount of $40,055.00 for the Well 16 Rehabilitation Project. SUMMARY This change order addresses the replacement of additional downhole pipe necessary to complete the rehabilitation of Well 16. The bulk of the change order work was several sections of additional pipe that were not in the original quote provided. The sections of additional pipe replaced sections of existing pipe that were worn and badly corroded. With this change order the project will be final and closed out. Staff recommends approval of additional costs. ATTACHMENT Change Order City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.K. Department: Public Works/Engineering – Lori Haak ITEM DESCRIPTION Approve Professional Services Agreement with Bolton & Menk, Inc. for the Low Salt City Center Project (IC #25822) REQUESTED ACTION Move to: Approve Professional Services Agreement with Bolton & Menk, Inc. for the Low Salt City Center Project SUMMARY THE PROBLEM Chloride pollution is a growing concern for surface water and ground water in cold climates. Chloride is considered a permanent pollutant, not easily removed from lakes, creeks, rivers and aquifers once it is present. Eden Prairie has been a leader in municipal chloride reduction through centralized, lime-based water softening and Smart Salting training for our winter maintenance crews. However, chloride levels in surface and ground water continue to rise. New approaches are required to ensure safety while reducing chloride application. LOW SALT CITY CENTER PROJECT Eden Prairie’s City Center requires salt use to ensure employee and customer safety in icy conditions. A lack of appropriate snow storage leads to meltwater sheet draining through drive aisles and parking spots, necessitating additional salt application during and after winter precipitation events. Thaw and refreeze cycles of meltwater result in additional deicer applications not tied to precipitation events. The meltwater problem is exacerbated by a lack of stormwater catch basins in localized low spots throughout the parking lot. This results in sheet flow for long distances before meltwater is intercepted, allowing melt water to refreeze. Eden Prairie’s Low Salt City Center project will significantly reduce chloride application while improving winter safety for employees and visitors. This will be accomplished by incorporating low salt design strategies including removing unneeded impervious surface, improving snow storage, installing additional infrastructure to intercept meltwater, and incorporating permanent stormwater treatment BMPs. As an educational tool, the project will demonstrate the practical application of Low Salt Design principles, which are an emerging form of green infrastructure for chloride reduction in cold weather climates. IMPACT Eden Prairie’s Low Salt City Center will directly reduce chloride pollution to Purgatory Creek by reducing application within its watershed and promote chloride pollution reduction to other water bodies in Eden Prairie through its public education and outreach components. The project will also incorporate stormwater treatment BMPs which will reduce pollutant loading to Staring Lake, which is impaired for nutrients. FUNDING The Professional Services Agreement with Bolton & Menk includes design, survey work and bidding at a not-to-exceed cost of $104,000.00. Most of the work will be paid from the Stormwater Utility Fund. Facilities will contribute $12,000.00 from the Facilities operating budget for survey work on the remainder of the City Center parcel and Fire Station 1. In April 2025, the City received a $425,000 Chloride Reduction Grant from the Minnesota Pollution Control Agency to help fund design and construction. Additional funds are anticipated from Riley Purgatory Bluff Creek Watershed District and Lower Minnesota River Watershed District. ATTACHMENT Professional Services Agreement (rev. 6/2024) Agreement for Professional Services This Agreement (“Agreement”) is made on this 21 day of October, 2025, between the City of Eden Prairie, Minnesota, a municipal corporation (hereinafter “City”), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and Bolton & Menk, Inc., a Minnesota corporation (hereinafter “Consultant”) whose business address is 1960 Premier Drive, Mankato, MN 56001. 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 Eden Prairie’s Low Salt City Center (IC #25822), 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 (Proposal, dated October 10, 2025) 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 October 21, 2025 through June 30, 2028, 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 $104,000.00 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. 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 Page 2 of 10 (rev. 6/2024) 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 Page 3 of 10 (rev. 6/2024) 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. By making the claim for payment, the person making the claim is declaring that the 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 designate 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 minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. Page 4 of 10 (rev. 6/2024) 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 Aggregate Page 5 of 10 (rev. 6/2024) $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 and the Professional Liability Policy, shall insure the defense and indemnity obligations assumed by Consultant under this Agreement. The Professional Liability policy shall insure the indemnity Page 6 of 10 (rev. 6/2024) 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 negligent or otherwise wrongful act or omission (including breach of contract) of Page 7 of 10 (rev. 6/2024) 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. Notwithstanding the foregoing, Consultant’s obligation to defend the City will not apply to claims covered by Consultant’s professional liability insurance. 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 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 legal or equitable action may be instituted Page 8 of 10 (rev. 6/2024) 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 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 Page 9 of 10 (rev. 6/2024) 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. In accordance with Minn. Stat. § 16C.05, subd. 5, 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 Page 10 of 10 (rev. 6/2024) Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. This provision will survive the completion or termination of this Agreement. 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 Practices Act, Minnesota Statutes Chapter 13 (“MGDPA”). In accordance with Minn. Stat. § 13.05, subd. 11, to the extent this Agreement requires Contractor to perform any function of the City, all government data, as defined in Minn. Stat. § 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 MGDPA 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 MGDPA compliance language. These obligations will survive the completion or termination of the Agreement. 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 BOLTON & MENK, INC. By: Its: Page 11 of 10 (rev. 6/2024) EXHIBIT A Proposal dated October 10, 2025 October 10, 2025 Ms. Lori Haak Water Resources Coordinator City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Re: Eden Prairie’s Low Salt City Center City’s Project number IC 25822 Dear Lori, Bolton & Menk, Inc. is pleased to provide this proposal for professional services related to the improvements and sitework at the Eden Prairie City Center. We understand the project will include improving overall drainage patterns and reducing snowmelt across pavement areas, resulting in chloride reduction and improved winter safety. As the first Low Salt Design demonstration site partially funded by the state of Minnesota, we are honored to be teaming up with Eden Prairie for this historic project. We understand that the City Center parking lot is a high profile and heavily used location. It is the entry to your city operations and the interface between you and the people of your community. Our goal is to make it much safer in the winter for those who work at and visit your building. As the first Low Salt Design Demonstration site in Minnesota, we have budgeted more funds to be used in an iterative preliminary design phase, so we may work through different design approaches to for this site. As you know, winter considerations are many and they may compete with other desirable features, even the city code. These design discussions are imperative in this landmark project to set expectations and produce the best overall result for Eden Prairie and the best showcase for a Low Salt Design demonstration project. Bolton & Menk takes great pride in the development of public spaces. We understand the importance of each design phase (SD, DD, and CD), seeking approval to proceed to each subsequent phase upon approval of project scope and corresponding site work budgets. Each level of design will see an increase in the level of detail and design refinement. Bolton & Menk, Inc. proposes the following work program to accomplish the project in an efficient, thorough manner which will satisfy the needs and objectives of the City of Eden Prairie and their project. Professional Civil Engineering Services Anticipated Project Approach 1. Data Collection and Schematic Design (SD) a. Conduct a topographic survey for the project site. The cost of the survey is included within this proposal. b. Assist the Owner in writing a Request for Proposal for soil borings and a subsurface exploration report with analysis on structural capabilities of soils. The cost of the soil borings and subsurface exploration report is not included in this proposal. c. Visit the project site to view and understand constraints which may affect the proposed project (previously accomplished in May 2025). d. Gather design guidelines, codes and other requirements from City and other appropriate review agencies. e. Meet with Owner to understand their observed site performance and concerns and how that may influence design. f. Analyze collected data, including a review of the Owner's winter maintenance program. g. Review Schematic Design plans with applicable agencies, as necessary. h. Refine the proposed site work scope with the Owner. i. Attend up to four design team / Owner meetings during this design phase. j. Accomplish preliminary site engineering including proposed grading spot elevation study, drainage study, and analysis of available storm sewer. k. Understand requirements related to stormwater management and develop a concept approach to the stormwater management plan, as required by the Riley Purgatory Bluff Creek Watershed District. Include two meetings with Riley Purgatory Bluff Creek Watershed District (RPBCWD) staff. l. Prepare Opinion of Probable Project Costs for various design options. m. Review SD plans and construction budget studies with the Owner prior to moving into the Design Development phase. Review will occur over the four meetings described above. n. Tracking of the project costs as information becomes available throughout each design phase. o. Deliverables: i. Site Plan 1. Include identification of all problem areas as well as a complete “menu” of solution options identified during this phase. 2. Chloride removal estimates in pounds per year for each option. ii. Low Salt Design Plan iii. Opinion of Probable Project Costs – SD Phase 2. Design Development (DD) a. Prepare DD Plans incorporating design elements identified in the SD phase. b. Attend up to two DD phase design team / Owner meetings. c. Prepare a removals plan, site plan, grading plan, utility plan, stormwater management plan, and site details. d. Coordinate site electrical design with Prairie Electric (City’s vendor for site electrical design). e. Refine Opinion of Probable Construction Costs for the DD phase. f. Review DD plans and Opinion of Probable Project Costs with the Owner and revise plans to meet the refined work scope and to fit within the approved construction budget. g. Upon approval of the DD plans and project budget, submit plans to appropriate review agencies for necessary approval. We anticipate this project being submitted to the City of Eden Prairie and to the Riley Purgatory Bluff Creek Watershed District. We have assumed one submittal and one round of revisions for plans submitted to RPBCWD. h. Submit DD plans to the Owner and obtain approval to proceed to Construction Documents phase. i. Deliverables: i. Removals Plan ii. Site Plan iii. Grading Plan iv. Utility Plan v. Details vi. Opinion of Probable Project Costs – DD Phase 3. Construction Documents (CD) a. Prepare CD’s based on approved DD plans, including final signed drawings and technical specifications. b. Attend up to two design team / Owner meetings. c. Respond to agency comments and incorporate comments into the CD documents. It is anticipated that both City of Eden Prairie and the Riley Purgatory Bluff Creek Watershed District will have comments on the submitted plans. d. Submit final signed utility related CD’s, including drawings and specifications, to the Department of Labor and Industry for Plumbing Code review. e. Refine Opinion of Probable Project Costs for the CD phase. f. Prepare ad for bids, front end specifications, and other documents related to Bidding documents. g. Deliverables: i. Opinion of Probable Project Costs – CD Phase ii. Construction Documents: 1. Drawings: a. Cover Sheet b. Removals Plan c. Site Plan d. Grading Plan e. Utility Plan f. Erosion Control Plan g. Details 2. Specifications: a. Front End Specifications and Project Manual b. Technical Specifications 4. Bidding a. Contact potential interested Contractors to generate interest in Bidding. b. Review product substitution requests. c. Answer questions regarding the site plans to assist Contractors in their understanding of the Construction Documents. d. Prepare addenda. e. Administer the Bid Opening through QuestCDN. f. Prepare a Tabulation of Bids. g. Contact the low bidder and review their bid prior to recommending Contract award. h. Provide recommendation letter to the Owner to award (or dismiss) the low bidder a Contract to perform the work. 5. Construction Administration Services and Construction Observation (To be accomplished under a separate Contract with terms negotiated at the time of project award). We anticipate the Contract may include the following: a. Administer a pre-construction meeting. b. Attend regular construction meetings. Frequency of meetings will be specified in the Front-End Specifications and coordinated with the Contractor. c. Conduct up to six site visits (construction observation) during construction to observe Contractor’s progress and provide a construction observation report. d. Review shop drawings. e. Provide interpretation of Construction Documents. f. Respond to Contractor RFI’s. g. Review testing reports prepared by the Owner’s testing agent for construction-related testing, and coordinate with the Owner’s testing agent. h. Recommend approval or rejection of requests for substitution. i. Construction Staking j. Construction Inspection k. Conduct single site work punch list at the completion of all site work. Issue punch list to the Contractor. l. Review Contractor’s monthly pay estimates on City Standard Forms. m. Issue Certificate of Substantial Completion, AIA form G704. n. Obtain and process close out documents, including, but not limited to: i. Letter from Bolton & Menk stating the project is complete and date warranty period begins. i. Inspection Certificates ii. Contractor's Affidavit of Payments of Debts And Claims, AIA Form G706 iii. Contractor's Affidavit of Release of Liens, AIA Form G706A iv. Consent of Surety for Final Payment from Surety Company, AIA Form G707 v. Form IC-134, Affidavit for Obtaining Final Settlement of Contract with the State of Minnesota and its Political or Governmental Subdivisions o. Conduct two winter performance site visits with the Owner and provide associated observation reports. Visits will be timed for one visit on a snowy day and one visit on a snow-melt day. p. As-Built plan preparation q. As-Built Survey r. Provide 23-month warranty walk-through approximately 22 months following issuance of the Certificate of Substantial Completion. Issue report to Contractor for warranty- related corrections. 6. Drone Flights and photography a. Conduct up to 6 drone flights of the site documenting conditions before and after project completion. A potential schedule for flights could be: i. Fall 2025 after leaf off to document conditions prior to construction. ii. Winter 2026-2026 documenting snow storage locations and meltwater footprints. Trip will be timed with snow melt events. Up to two flights are proposed. iii. Winter 2027-2028 documenting snow storage locations and meltwater footprints. Trip will be timed with snow melt events. Two to three flights are proposed. b. Bolton & Menk agrees to document its participation through photographs and drone flights described above and will share this content with the City, with the expectation that the City will also share relevant photographs and videos. This includes the rights for each partner to use the photographs and video in related content (e.g., news stories, social media posts, educational signage, kiosk displays). Content releases will be provided from Bolton & Menk to the City and vice versa. As important as it is to understand what is included in our proposal it is equally important to understand what is not included in our proposal. The following items are not included in our scope of service: 1. Field measurements 2. Boundary Surveying 3. Legal description plan / narrative preparation 4. Tree inventories 5. Wetland Delineation 6. Wetland Mitigation Plan preparation 7. Traffic Study 8. Soil Borings / Subsurface Exploration 9. Platting 10. Environmental Studies (Phase 1, Phase 2 Studies) 11. Site electrical design / site lighting design 12. Site electrical plan drafting or work inclusion in the Contract Documents 13. Small utility design including camera and security system cabling and wiring. 14. Building Drain Tile, Waterproofing, Vapor Barriers 15. Building foundation drainage (Drain Tile) design / specifications 16. Poured-in-Place Retaining Walls 17. Irrigation Plans and Specifications 18. Agency review meetings (Planning Commission, City Council, Watershed Board) meetings. We do not anticipate these meetings will require attendance by the Civil Engineer. 19. Chloride Reduction Advisory Group (CRAG) meetings and related education and outreach 20. Construction Document printing 21. Construction Contract preparation between the Owner and the Contractor for construction. 22. Pre-Bid Meeting 23. Construction Administration Services and Construction Observation 24. Construction Testing Services Bolton & Menk proposes to provide topographic survey and design services (SD through Bidding phases) and Drone Flight Services described above for an hourly not to exceed fee of $104,000 (which includes $24,000 allocated towards the survey). This fee does not include Construction Administration Services or Construction Observation Services as noted above. The fee for these services will be negotiated at the time of project award. This not to exceed fee is all inclusive. Unless otherwise stated or described, the above fee includes vehicle and personal expenses, mileage, and routine expendable supplies; no separate charges will be made for these activities and materials. Phase breakdown of design services fee (for invoicing purposes): Schematic Design .................................................................... 35% Design Development (75% Progress) ...................................... 30% Construction Documents (95% progress) ............................... 30% Bidding ...................................................................................... 5% Construction Administration & Observation ...... (future Contract) 100% Drone Flight Services (separate work task) ......................... 100% Survey Services (separate work task) .................................. 100% If additional services are requested from Bolton & Menk, Inc., which go beyond or are outside of the services described herein, we will amend this proposal or invoice per the attached calendar year hourly rate schedule. We will notify you when additional services are requested, including their potential costs, and seek your approval to proceed with these services prior to invoicing for additional work. Hourly rates may be adjusted on an annual basis to reflect reasonable changes in our operating costs and other market factors. Adjusted rates will become effective on January 1st of each subsequent year. The Bolton & Menk team is available immediately to work with you on this project, and it is our understanding that the project schedule is as follows: • Drone Flight Services start late October / early November, following leaf drop • Project Design Start Date November 3, 2025 • SD Phase Complete December 12, 2025 • DD Phase Complete January 28, 2026 • CD Phase Complete March 4, 2026 (flexible) • Anticipated Bid Date October 27, 2026 • Anticipated Bid Award November 2026 • Anticipated Construction Start Date April 2027 • Anticipated Substantial Completion August 6, 2027 • Anticipated Final Project Completion September 10, 2027 Lori, we trust we have described the services you desire. If we have misunderstood the limits of our involvement or if you have questions related to this proposal, please do not hesitate to contact me. We look forward to working with you and your team! Sincerely, Bolton & Menk, Inc. David A. Rey, PE Cc: Connie Fortin, Bolton & Menk Todd Hubmer, Bolton & Menk Tim Olson, Bolton & Menk Eric Wilfahrt, Bolton & Menk Submitted by Bolton & Menk, Inc. The following fee schedule is based upon competent, responsible professional services and is the minimum, below which adequate professional standards cannot be maintained. It is, therefore, to the advantage of both the professional and the client that fees be commensurate with the service rendered. Charges are based on hours spent at hourly rates in effect for the individuals performing the work. The hourly rates for principals and members of the staff vary according to skill and experience. The current specific billing rate for any individual can be provided upon request. The fee schedule shall apply for the period through December 31, 2025. These rates may be adjusted annually thereafter to account for changed labor costs, inflation, or changed overhead conditions. These rates include labor, general business, and other normal and customary expenses associated with operating a professional business. For projects with typical expenses and unless otherwise agreed, the above rates include vehicle and personal expenses, mileage, telephone, survey stakes, and routine expendable supplies; no separate charges will be made for these activities and materials. Expenses beyond typical project expenses, non-routine expenses, and expenses beyond the agreed scope of services, such as out of town travel expenses, long travel distances, large quantities of prints, extra report copies, outsourced graphics and photographic reproductions, document recording fees, outside professional and technical assistance, and other items of this general nature will be invoiced separately. Rates and charges do not include sales tax, if applicable.1 No separate charges will be made for GPS or robotic total stations on Bolton & Menk, Inc. survey assignments; the cost of this equipment is included in the rates for survey technicians. *Specialized role not classified above otherwise. **Highly specialized and industry expertise unique to the market or area of discipline. Employee Classification 2025 Hourly Billing Graduate Engineer $125-185 Design Engineer $125-196 Project Engineer $145-215 Senior Project Engineer $160-215 Project Manager $135-240 Senior Project Manager $188-273 Architect $186-267 Planner $125-168 Senior Planner $170-228 Landscape Designer $98-196 Landscape Architect $148-176 Senior Landscape Architect $160-268 Survey Technician1 $90-196 Graduate Surveyor $122-190 Licensed Project Surveyor $180-225 Technician $75-182 Senior Technician $125-212 Administrative/Corporate Specialists $68-175 Specialist*$100-230 Practice Expert**$145-363 Principal**$175-316 Senior Principal**$218-333 GPS/Robotic Survey Equipment1 NO CHARGE CAD/Computer Usage NO CHARGE Routine Office Supplies NO CHARGE Routine Photo Copying/Reproduction NO CHARGE Field Supplies/Survey Stakes & Equipment NO CHARGE Mileage NO CHARGE 2025 SCHEDULE OF FEES Terms of Proposal –Limited General Scope MN Page 1 of 2 4 Terms of Proposal – Limited Scope General Project MN Bolton & Menk, Inc. The accompanying Proposal (hereinafter referred to as "Proposal") is subject to the following terms and con- ditions. These Terms of Proposal (hereinafter referred to as "Terms") are an integral part of the accompany- ing Proposal as if stated directly therein. No change or deviation from these Terms will be binding without the written approval of Bolton & Menk, Inc. (BMI). Such changes may require an adjustment in the proposed fee, schedule, or scope of Proposal. A. Services: BMI proposes to perform the services out- lined in the Proposal for the stated fee arrangement. Changes required by the Client or other controlling entities (regulatory agencies, contractors, courts, etc.) from the scope or schedule of services described in the Proposal are “Additional Services” and will be invoiced on an hourly ba- sis in addition to the stated fee arrangement. B. Information from Client: Unless otherwise stated, Cli- ent agrees to provide BMI with all site information neces- sary to complete the proposed services. This information should include current site property descriptions (from ab- stract, title opinion or title commitment); other legal docu- ments affecting the site; copies of previous surveys, maps, utility locates, engineering studies and plans; existing or re- quired soils and geotechnical reports; governmental, regu- latory and utility reviews and determinations; and all other pertinent information. BMI may rely on accuracy of Client provided information. Client shall promptly inform BMI of any alleged defects in the services. C. Access to Site: Unless otherwise stated, Client agrees to provide BMI with access to the site, including adjoining properties, for activities necessary for the performance of services. It is understood that in the normal course of work, unavoidable property damage may occur due to ex- cavations, tree and brush trimming, marking lines, etc. BMI will take reasonable precautions to minimize damage due to its activities. The cost to correct resulting damage has not been included in the fee and the Client agrees to reim- burse BMI for any costs associated with required restora- tion work. D. Standard of Care: Professional services provided un- der this Agreement will be conducted in a manner con- sistent with that level of care and skill ordinarily exercised by members of BMI’s profession currently practicing under similar conditions. BMI makes no warranties, expressed or implied, or otherwise with respect to any services per- formed or furnished. E. Certifications: Any certification provided by BMI is a professional opinion based upon knowledge, information, and beliefs available to BMI at the time of certification. Such certifications are not intended as and shall not be con- strued as a guarantee or warranty. BMI shall not be re- quired to certify the existence of conditions whose exist- ence BMI cannot reasonably ascertain. F. Utilities: Unless otherwise explicitly stated in the proposal, if utility surveys are included in scope of services, utilities will be located from available utility records, utility company locates and surface evidence of underground im- provements. Some subsurface improvements may not be disclosed by such methods and Client assumes responsibil- ity for exploratory excavations and other work to assure utility locations. BMI assumes no liability for matters aris- ing from subsurface utilities that vary from locations de- picted on previous plans or locates provided by Client or utility companies. G. Project Approval: Due to site limitations, code inter- pretation, regulatory reviews, political considerations, and Client directed design and improvements; BMI makes no representations as to acceptability or approvability of the project, or, zoning requests, permit applications, site and development plans, plats and similar documents. Client’s obligation for payment of fees owed BMI is not contingent upon project approval. H. Opinions or Estimates of Project Costs: Where in- cluded as part of project scope or otherwise, opinions or estimates of project cost will generally be based upon pub- lic construction cost information. Since BMI has no control over the cost of labor, materials, competitive bidding pro- cess, weather conditions and other factors affecting the cost of construction, all cost estimates are opinions for gen- eral information of the Client and BMI does not warrant or guarantee the accuracy of construction cost opinions or es- timates. Project financing should be based upon actual, contracted construction costs with appropriate contingen- cies. I. Construction Phase Services: Client is notified that BMI shall not be responsible for means, methods, tech- niques, sequences, or procedures of construction selected by any contractor employed on the project nor for the safety precautions or programs incident to the work of any contractor. J. Ownership and Alteration of Documents: All docu- ments, including reports, drawings, field data, notes, plans, specifications and documents or electronic media pre- pared or furnished by BMI under this agreement remain the property of BMI. Upon payment of all amounts owed, the Client is granted a limited license to BMI’s submittals for Client’s reasonable use and to make and retain copies for such use. However, BMI’s submittals are not intended for reuse by the Client or third parties on other projects or alteration by others without the written consent of BMI. Terms of Proposal –Limited General Scope MN Page 2 of 2 4 Electronic media may be furnished for convenience of Cli- ent; however, only signed and certified paper copies of submittals may be relied upon as documentation of profes- sional services provided. K. Billings and Payments: Invoices for BMI’s services shall be submitted, at BMI’s option, either upon comple- tion of such services or on a monthly basis. Unless credit to Client is approved, payment is due upon receipt of ser- vices and deliverables. If, at sole discretion of BMI, credit is advanced to Client, invoices shall be due and payable within 30 days after the invoice date. If the invoice is not paid within 30 days, BMI may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of its services. BMI reserves the right to withhold any deliverables until all un- paid fees are paid in full. Amount of retainer (if applicable) will be applied to amount owed on final invoice. L. Late Payments: Accounts unpaid 30 days after the in- voice date will be subject to a monthly service charge of 1.5% on the unpaid balance. If any portion or all of an ac- count remains unpaid 60 days after billing, the Client shall pay all costs of collection, including reasonable attorney fees. M. Waiver: To the fullest extent permitted by law, Client and BMI waive against each other, and the other’s employ- ees, partners, officers, agents, insurers, and subcontrac- tors, claims for or entitlement to special, incidental, indi- rect, or consequential damages arising out of, resulting from, or any way related to this Agreement, from any cause or causes. Client waives claims against BMI individual em- ployees and agrees any claim, demand or suit shall be as- serted only against the BMI corporate entity. N. LIMITATION OF LIABILITY: In recognition of the rela- tive risks, rewards, and benefits of the project to both the Client and BMI, the risks have been allocated such that the Client agrees that BMI’s total liability to the Client for any and all injuries, claims, losses, expenses, damages or claimed expenses arising out of the performance of this agreement from any cause or causes, shall not exceed to- tal compensation paid to BMI. Such claims include, but are not limited to, BMI’s negligence, errors, omissions, strict liability, breach of contract, or breach of warranty. O. Certificates of Insurance: BMI will maintain, at its ex- pense, statutory worker’s compensation insurance cover- age, automobile liability insurance, commercial general lia- bility insurance and professional liability coverage for claims arising from bodily injury, death or property damage which may arise from the negligent performance by BMI or its employees. BMI will, upon request, furnish Certificates of Insurance documenting terms of coverages. BMI will not be required to extend coverages beyond those which are usual and customary for similar firms practicing similar sur- veying and engineering services unless BMI is reimbursed for additional premium expenses. P. Dispute Resolution: Any claims or disputes made dur- ing or after the performance of services between BMI and the Client, with the exception of claims by BMI for non-pay- ment of services rendered, shall first be submitted to me- diation for resolution prior to initiating any other legal pro- ceedings. Q. Agreement: If the Proposal is accepted, the Client and BMI will enter into an Agreement incorporating the accom- panying Proposal, these Terms and such additional terms and conditions as may be mutually acceptable to BMI and Client. In the absence of a separate, executed written agreement, the accompanying Proposal and these Terms of Proposal shall constitute the whole and complete agree- ment between BMI and the Client. R. Termination of Services: The Agreement created un- der Paragraph Q may be terminated by the Client or BMI should the other fail to perform its obligations hereunder; or, by BMI if the presence of an unknown or undisclosed federally, state or locally regulated hazardous material is encountered. In the event of termination, the Client shall pay BMI for all services rendered to the date of termina- tion, all reimbursable expenses, and reimbursable termina- tion expenses. S. Withdrawal of Proposal: This Proposal constitutes a non-binding offer to perform services and BMI reserves the right to withdraw or modify this proposal, without liability to the Client, at any time prior to receipt of written ac- ceptance from the Client and execution of a signed agree- ment in accordance with Paragraph Q. T. LIEN RIGHTS: Pursuant to the representations by the CLIENT in this Agreement and improvements to be made to the project property, BMI reserves the right to file a lien against the project property in the event of delinquent or non-payment of monies owed to BMI by the CLIENT. In accordance with Minnesota law, the CLIENT and PROJECT PROPERTY OWNER are hereby advised: “(a) Any person or company supplying labor or ma- terials for this improvement to your property may file a lien against your property if that person or company is not paid for the contributions. (b) Under Minnesota law, you have the right to pay persons who supplied labor or materials for this improve- ment directly and deduct this amount from our contract price, or withhold the amounts due them from us until 120 days after completion of the improvement unless we give you a lien waiver signed by persons who supplied any labor or material for the improvement and who gave you timely notice.” Submitted by Bolton & Menk, Inc. N:\Proposals\$Survey\Burnsville\2025\Plymouth Office\Eden Prairie City Center\BMI Proposal_(Eden Prairie City Center).docx City of Eden Prairie |Eden Prairie City Center 1 July 30, 2025 City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 RE: City of Eden Prairie City Center Address: 8080 Mitchell Road, Eden Prairie, MN 55344 Dear City of Eden Prairie: Bolton & Menk, Inc. is pleased to present a proposal to perform an additional topographic survey in support of the proposed improvements at the Eden Prairie City Center. Bolton & Menk puts a high priority on ensuring that our company’s efforts are consistent with our clients’ needs. Please review the attached documents and contact me if this proposal does not meet your expectations. If you have any questions or comments, please contact me at 952-890-0509 Ext. 2509 or email at Eric.Wilfahrt@bolton-menk.com. Sincerely, BOLTON & MENK, INC. Eric Wilfahrt, L.S. Principal Survey Manager Attachments: Scope of Services Budget (2 pages) Terms and Proposal (2 pages) Exhibit A - Survey Limits (1 page) Exhibit B – Topographic Survey Specifications (3 pages) Cc: Dave Rey (dave.rey@bolton-menk.com) Submitted by Bolton & Menk, Inc. N:\Proposals\$Survey\Burnsville\2025\Plymouth Office\Eden Prairie City Center\BMI Proposal_(Eden Prairie City Center).docx City of Eden Prairie |Eden Prairie City Center 2 SCOPE OF WORK Topographic Survey Bolton and Menk, Inc. will complete the scope of work in c ompliance with the items identified on the attached Exhibit B (Topographic Survey Specifications). The proposed survey limits are identified in the attached Exhibit A (Survey Limits). The additional topographic survey will be combined with the previous topographic survey completed by Bolton & Menk, Inc. for the Eden Prairie Police Facility Additions & Alterations project (survey dated June 21, 2024, last revised July 29, 2025) and will cover an additional portion of property address 8080 Mitchell Road (PID: 1611622140004) and all of property address 14800 Scenic Heights Road (PID: 1611622140003). DELIVERABLES Deliverables will include all items outlined under Section “VI. Deliverables” in the attached Exhibit B (Topographic Survey Specifications). ASSUMPTIONS This proposal is based upon the following assumptions: • Bolton & Menk, Inc. maintains professional services and Errors and Omissions insurance. A certificate of insurance can be provided upon request. • We will not provide information regarding depth of underground utility lines (except storm and sanitary lines), pressure of water or gas lines, buried tanks, or septic fields on the properties unless that information is provided by the client. We do not have the knowledge or expertise to derive that information reliably. Bolton & Menk, Inc. will work with the client to hire sub consultants to acquire this information if necessary. • Bolton & Menk staff will only acquire invert elevations that can be measured without entering confined space (manholes, underground tanks, etc.) structures. • We will only delineate all individual trees by its general type (deciduous or coniferous) but will not provide English or botanical names for each tree. Wooded areas will be outlined. • Engineering and surveying services not specifically identified herein are not part of this proposal. • Any additional studies, tasks, or coordination (e.g., wetland delineation, environmental or archaeological studies, permit applications, meetings representing the client, etc.) not explicit in the proposed Scope of Work will be performed by others or as additional services. • The scope of services provided above is inclusive of all tasks offered under this contract and fee. Parties agree that additional understandings that conflict with this document (including oral agreements) must be negotiated in writing. • Bolton & Menk, Inc. will place a Minnesota Gopher One Call request for field markings and maps and subcontract with a private utility locator prior to field work beginning; utilities shown will be based on visual observation, utility company markings, private locator markings, or plans made available to Bolton & Menk will be graphically shown on the survey map. Those utilities not visible or marked as a result of the Gopher One Call request or private utility locate request will not be shown. FEES Bolton & Menk, Inc’s hourly not-to-exceed fee for the above-described Scope of Work is $24,000 (Note: Estimated fee above includes $1,225 for a private utility locate and $125 for additional title work.) SCHEDULE Bolton & Menk, Inc. has the staff to meet any reasonable time frame. (Note: Gopher State One Call provides 4 business days for utility companies to mark their utilities in the field along with 15 business days for utility companies to send us their utility maps. The request for maps will be submitted after the field marking request clears.) Submitted by Bolton & Menk, Inc. N:\Proposals\$Survey\Burnsville\2025\Plymouth Office\Eden Prairie City Center\BMI Proposal_(Eden Prairie City Center).docx City of Eden Prairie |Eden Prairie City Center 3 APPROVALS AND SIGNATURES City of Eden Prairie (Client) acknowledges that it is legally authorized representative of the property owner with sufficient interest and authority to enter into this agreement for the purposes of making improvements to and upon the property. Bolton & Menk, Inc. and Client agree to the Terms and Conditions as stated above and on the reverse side of this Agreement. The undersigned represents that it is the Client or has been authorized to accept this Agreement on behalf of the Client. Unless also executed by a person(s) or firm guaranteeing payment, the undersigned accepts financial responsibility for all services and costs of collection incurred by Bolton & Menk, Inc., including reasonable attorney’s fees, in the event of default by the Client. Accepted by: Print Name/Title Signature and Date Terms of Proposal – Limited General Scope MN Page 1 of 2 July 30, 2025 Terms of Proposal Bolton & Menk, Inc. The accompanying Proposal (hereinafter referred to as "Proposal") is subject to the following terms and conditions. These Terms of Proposal (hereinafter referred to as "Terms") are an integral part of the accompanying Proposal as if stated directly therein. No change or deviation from these Terms will be binding without the written approval of Bolton & Menk, Inc. (BMI). Such changes may require an adjustment in the proposed fee, schedule, or scope of Proposal. A. Services: BMI proposes to perform the services outlined in the Proposal for the stated fee arrangement. Changes required by the Client or other controlling entities (regulatory agencies, contractors, courts, etc.) from the scope or schedule of services described in the Proposal are “Additional Services” and will be invoiced on an hourly basis in addition to the stated fee arrangement. B. Information from Client: Unless otherwise stated, Client agrees to provide BMI with all site information necessary to complete the proposed services. This information should include current site property descriptions (from abstract, title opinion or title commitment); other legal documents affecting the site; copies of previous surveys, maps, utility locates, engineering studies and plans; existing or required soils and geotechnical reports; governmental, regulatory and utility reviews and determinations; and all other pertinent information. BMI may rely on accuracy of Client provided information. Client shall promptly inform BMI of any alleged defects in the services. C. Access to Site: Unless otherwise stated, Client agrees to provide BMI with access to the site, including adjoining properties, for activities necessary for the performance of services. It is understood that in the normal course of work, unavoidable property damage may occur due to excavations, tree and brush trimming, marking lines, etc. BMI will take reasonable precautions to minimize damage due to its activities. The cost to correct resulting damage has not been included in the fee and the Client agrees to reimburse BMI for any costs associated with required restoration work. D. Standard of Care: Professional services provided under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of BMI’s profession currently practicing under similar conditions. BMI makes no warranties, expressed or implied, or otherwise with respect to any services performed or furnished. E. Certifications: Any certification provided by BMI is a professional opinion based upon knowledge, information, and beliefs available to BMI at the time of certification. Such certifications are not intended as and shall not be construed as a guarantee or warranty. BMI shall not be required to certify the existence of conditions whose existence BMI cannot reasonably ascertain. F. Utilities: Unless otherwise explicitly stated in the proposal, if utility surveys are included in scope of services, utilities will be located from available utility records, utility company locates and surface evidence of underground improvements. Some subsurface improvements may not be disclosed by such methods and Client assumes responsibility for exploratory excavations and other work to assure utility locations. BMI assumes no liability for matters arising from subsurface utilities that vary from locations depicted on previous plans or locates provided by Client or utility companies. G. Project Approval: Due to site limitations, code interpretation, regulatory reviews, political considerations, and Client directed design and improvements; BMI makes no representations as to acceptability or approvability of the project, or, zoning requests, permit applications, site and development plans, plats and similar documents. Client’s obligation for payment of fees owed BMI is not contingent upon project approval. H. Opinions or Estimates of Project Costs: Where included as part of project scope or otherwise, opinions or estimates of project cost will generally be based upon public construction cost information. Since BMI has no control over the cost of labor, materials, competitive bidding process, weather conditions and other factors affecting the cost of construction, all cost estimates are opinions for general information of the Client and BMI does not warrant or guarantee the accuracy of construction cost opinions or estimates. Project financing should be based upon actual, contracted construction costs with appropriate contingencies. I. Construction Phase Services: Client is notified that BMI shall not be responsible for means, methods, techniques, sequences, or procedures of construction selected by any contractor employed on the project nor for the safety precautions or programs incident to the work of any contractor. J. Ownership and Alteration of Documents: All documents, including reports, drawings, field data, notes, plans, specifications and documents or electronic media prepared or furnished by BMI under this agreement remain the property of BMI. Upon payment of all amounts owed, the Client is granted a limited license to BMI’s submittals for Client’s reasonable use and to make and retain copies for such use. However, BMI’s submittals are not intended for reuse by the Client or third parties on other projects or Terms of Proposal – Limited General Scope MN Page 2 of 2 July 30, 2025 alteration by others without the written consent of BMI. Ele ctronic media may be furnished for convenience of Client; however, only signed and certified paper copies of submittals may be relied upon as documentation of professional services provided. K. Billings and Payments: Invoices for BMI’s services shall be submitted, at BMI’s option, either upon completion of such services or on a monthly basis. Unless credit to Client is approved, payment is due upon receipt of services and deliverables. If, at sole discretion of BMI, credit is advanced to Client, invoices shall be due and payable within 30 days after the invoice date. If the invoice is not paid within 30 days, BMI may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of its services. BMI reserves the right to withhold any deliverables until all unpaid fees are paid in full. Amount of retainer (if applicable) will be applied to amount owed on final invoice. L. Late Payments: Accounts unpaid 30 days after the invoice date will be subject to a monthly service charge of 1.5% on the unpaid balance. If any portion or all of an account remains unpaid 60 days after billing, the Client shall pay all costs of collection, including reasonable attorney fees. M. Waiver: To the fullest extent permitted by law, Client and BMI waive against each other, and the other’s employees, partners, officers, agents, insurers, and subcontractors, claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or any way related to this Agreement, from any cause or causes. Client waives claims against BMI individual employees and agrees any claim, demand or suit shall be asserted only against the BMI corporate entity. N. LIMITATION OF LIABILITY: In recognition of the relative risks, rewards, and benefits of the project to both the Client and BMI, the risks have been allocated such that the Client agrees that BMI’s total liability to the Client for any and all injuries, claims, losses, expenses, damages or claimed expenses arising out of the performance of this agreement from any cause or causes, shall not exceed total compensation paid to BMI. Such claims include, but are not limited to, BMI’s negligence, errors, omissions, strict liability, breach of contract, or breach of warranty. O. Certificates of Insurance: BMI will maintain, at its expense, statutory worker’s compensation insurance coverage, automobile liability insurance, commercial general liability insurance and professional liability coverage for claims arising from bodily injury, death or property damage which may arise from the negligent performance by BMI or its employees. BMI will, upon request, furnish Certificates of Insurance documenting terms of coverages. BMI will not be required to extend coverages beyond those which are usual and customary for similar firms practicing similar surveying and engineering services unless BMI is reimbursed for additional premium expenses. P. Dispute Resolution: Any claims or disputes made during or after the performance of services between BMI and the Client, with the exception of claims by BMI for non- payment of services rendered, shall first be submitted to mediation for resolution prior to initiating any other legal proceedings. Q. Agreement: If the Proposal is accepted, the Client and BMI will enter into an Agreement incorporating the accompanying Proposal, these Terms and such additional terms and conditions as may be mutually acceptable to BMI and Client. In the absence of a separate, executed written agreement, the accompanying Proposal and these Terms of Proposal shall constitute the whole and complete agreement between BMI and the Client. R. Termination of Services: The Agreement created under Paragraph Q may be terminated by the Client or BMI should the other fail to perform its obligations hereunder; or, by BMI if the presence of an unknown or undisclosed federally, state or locally regulated hazardous material is encountered. In the event of termination, the Client shall pay BMI for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses. S. Withdrawal of Proposal: This Proposal constitutes a non-binding offer to perform services and BMI reserves the right to withdraw or modify this proposal, without liability to the Client, at any time prior to receipt of written acceptance from the Client and execution of a signed agreement in accordance with Paragraph Q. T. LIEN RIGHTS: Pursuant to the representations by the CLIENT in this Agreement and improvements to be made to the project property, BMI reserves the right to file a lien against the project property in the event of delinquent or non-payment of monies owed to BMI by the CLIENT. In accordance with Minnesota law, the CLIENT and PROJECT PROPERTY OWNER are hereby advised: “(a) Any person or company supplying labor or materials for this improvement to your property may file a lien against your property if that person or company is not paid for the contributions. (b) Under Minnesota law, you have the right to pay persons who supplied labor or materials for this improvement directly and deduct this amount from our contract price, or withhold the amounts due them from us until 120 days after completion of the improvement unless we give you a lien waiver signed by persons who supplied any labor or material for the improvement and who gave you timely notice.” EXHIBIT A SURVEY LIMITS TOPOGRAPHIC SURVEY SPECIFICATIONS The Topographic Survey shall include the following information: I. Survey Limits A. As shown on the attached sketch. II. Topographic Survey Requirements A. Show property lines and easements that are within the survey limits. Provide any and all research necessary to accurately show and describe easements and other encumbrances on the property that are within the survey limits. B. Vertical relief at one foot contour interval with the source of information, datum, and originating benchmark identified. (Please note that this survey is required to be made on the ground. The use of GIS/LiDAR information will not be allowed as part of this survey). C. Buildings 1. Exterior dimensions of all buildings at ground level. 2. Measured height of all buildings above grade. The point of measurement shall be identified. 3. Finish floor elevation of each exterior building door. D. Substantial features observed in the process of conducting the survey (in addition to the improvements and features required above) such as parking lots, billboards, signs, landscaped areas, centerline of streets, top of curbs, top of catch basins and manholes, sidewalks, edge of paving, etc. Identify and label on survey, all visible site features and limits of each (e.g. asphalt pavement, concrete walk, concrete slab, concrete curb and gutter, bituminous curb, turf, wood chip planting bed, etc.) E. Striping, number and type (e.g. accessible) of parking spaces in parking areas, lots and structures. F. Location of utilities existing on or serving the surveyed property as determined by: 1. Observed evidence together with evidence from plans obtained from utility companies, as-built plans, or previous plans researched by the surveyor, and markings by utility companies and other appropriate sources (with reference as to the source of information). Private utility locates will be required. a) Gas mains b) Wells c) Watermain, hydrants and valves (1) Where watermain cannot be visually located but is shown on plans or drawings researched by the Surveyor, show these watermains and features on the survey and indicate “per plan” on the survey. d) Storm and sanitary sewer manholes, catch basins, valve vaults, and other surface indications of subterranean utilities EXHIBIT B e) Wires and cables (including their function, if readily identifiable) crossing the surveyed property, and all poles on or within ten feet of the surveyed property. Without expressing a legal opinion as to the ownership or nature of the potential encroachment, the dimensions of all encroaching utility pole crossmembers or overhangs f) Utility company installations on the surveyed property. g) Include the cost of hiring a private utility locator with this survey proposal. G. Locate improvements within any offsite easements or servitudes benefitting the surveyed property that are disclosed in the Record Documents or previous plans researched by the surveyor and that are observed in the process of conducting the survey (surveyor shall obtain necessary permissions). H. This survey is being prepared for engineering and design purposes, therefor, in addition to the aforementioned items, we are requesting the following: 1. Provide a minimum of three (3) permanent benchmarks within the mapping limits with detailed descriptions and elevations to nearest 0.01'. The vertical datum used shall correspond to sea level datum. Provide a tabularized list of benchmarks on the survey. 2. As a minimum requirement, for the purpose of establishing contour lines at a one foot intervals, determine and show legibly on the survey spot elevations on a 50 foot (max) grid. In addition to this requirement, locate (horizontally and vertically) all significant breaks in grade. 3. Provide the location, size and direction of flow of all sewers and culverts within the mapping limits. Also, provide the location of catch basins, manholes, underground tanks, etc. and inverts of pipe at each pipe. Place utility labels on survey adjacent to relevant structure(s). 4. Trees: Provide location and diameter (at 3' above the ground) of all individual trees except in thickly wooded areas. a) In thickly wooded areas, provide an outline of the wooded area(s). b) For individual trees, provide species and ground elevation to nearest 0.1' at the upper slope side. 5. Record and perpetuate field control used to conduct this survey, such that supplemental work and/or verification of survey, may be accomplished by others. I. The use of rectified orthophotography, photogrammetric mapping, airborne/mobile laser scanning or other similar products, shall not be used as a basis for showing the location of the surveyed features for this survey or for determining topography and elevations on site. III. Surveying Standards and Standards of Care A. The maximum allowable Relative Positional Precision for this survey shall be 2 cm (0.07 feet) plus 50 parts per million (based on the direct distance between the two corners being tested). It is recognized that in certain circumstances, the size or configuration of the surveyed property, or the relief, vegetation or improvements on the surveyed property will result in survey measurements for which the maximum allowable Relative Positional Precision may be exceeded. If the maximum allowable Relative Positional Precision is exceeded, the surveyor shall note the reasoning. IV. Research A. The Surveyor shall be responsible for obtaining the appropriate data to complete this survey. This shall include but not be limited to the following: plats, maps, record maps, utility maps, utility locations, record documents, record legal descriptions, and record easements. This information shall be obtained from the appropriate authority such as utility operators and government agencies. V. Expenses A. Provide a lump sum fee for this survey. All expenses to complete this survey shall be included in said fee. This shall include but not be limited to the following: 1. Title Work 2. Mileage 3. Prints 4. Private locates VI. Deliverables A. The surveyor shall furnish copies of the plat or map. Digital copies of the plat or map shall be provided in addition to hard copies. The deliverables for this survey will include the following: 1. Final drawings of the complete topographic survey shall be prepared at a scale not to exceed 1" = 50', which best fits standard 30" x 42" sheet. 2. Provide one signed .pdf document of the final survey. Also, provide electronically to our office, an AutoCAD® file (Civil 3D Version 2018 or later .dwg file) for preliminary and final surveys. Each sheet shall bear the certification of the licensed professional responsible for the work. 3. Provide an electronic surface model for the site topography, either in a LandXML file format, or surface information embedded in the AutoCAD .dwg file. City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.L. Department: Public Works/Engineering – Adam Gadbois ITEM DESCRIPTION Approve construction contract agreement with Egan Company for the Traffic Signal 12B and 14K Improvements (I.C. 25805). REQUESTED ACTION Move to: Award Contract for the Traffic Signal 12B and 14K Improvements in the amount of $54,530.00 to Egan Company. SUMMARY Three quotes were received on Tuesday, October 14, 2025, and are summarized below: Egan Company $54,530.00 Killmer Electric Company, Inc. $57,985.00 Hunt Electric (Granite Ledge) $58,875.00 The City owns, operates, and maintains 20 traffic signals. Nine of the signals have cabinets that are approaching the end of their useful life. The 2025-2034 Capital Improvement Plan provides an Annual Signal Operations and Improvement project that funds the replacement of aging traffic signal cabinets, with the goal of replacing two per year. The two cabinets selected for replacement in 2025 are at the intersection of Prairie Center Drive and Prairie Lakes Drive (signal 14K) and the intersection of Prairie Center Drive and Viking Drive (signal 12B). Along with new cabinets, these two signals will be retrofitted to allow for Flashing Yellow Arrow functionality with the goal of minimizing delays and enhancing safety by reducing driver errors. This cost will be funded by the Transportation Fund as identified in the Annual Signal Operations and Improvements project in the 2025-2034 CIP. ATTACHMENT Construction Contract Agreement 5/2023 CONSTRUCTION CONTRACT AGREEMENT THIS AGREEMENT, made and executed this 21st day of October, 2025, by and between the City of Eden Prairie, a Minnesota municipal corporation, hereinafter referred to as the “CITY”, and Egan Company, a Minnesota Corporation, 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: IC: 25805 Traffic Signal 12B and 14K Improvements 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 $54,530.00. 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. Request for Quotes b. Accepted Proposal Form c. Construction Contract Agreement d. Responsible Contractor Verification Form (2) Special Conditions (3) Detail Specifications (4) General Conditions (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 may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. (signature pages follow) IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands as of the date first above written. CITY OF EDEN PRAIRIE By: _______________________________ Its: Mayor By: _______________________________ Its: City Manager CONTRACTOR ______________________________ By: __________________________________ Printed Name: _________________________ Its: _______________________________ Title City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.M. Department: Public Works/ Utilities – Rick Wahlen ITEM DESCRIPTION Award construction contract for the reconditioning of sanitary sewer lift station # 11 to Krueger Excavating, Inc. REQUESTED ACTION Move to: Award Construction Contract to Krueger Excavating in the amount of $193,847.00 for the reconditioning of the City’s Red Oak Sanitary Sewer Lift Station No. 11. SUMMARY Annually Utilities Division schedules the major rehabilitation of at least one of it’s 23 sanitary sewer lift stations to ensure the facilities achieve maximum longevity and reliable long-term operation. Five bids were received and opened on Thursday, September 4, 2025 and the qualified lowest responsive bid was offered by Krueger Excavating, Inc. for $193, 847, which was $68,753 below the engineer’s estimate of $262,600. This project is planned and funded from the wastewater utility capital improvement fund. ATTACHMENTS Contract Engineer’s Recommendation Letter 5/2023 CONSTRUCTION CONTRACT AGREEMENT THIS AGREEMENT, made and executed this 21st day of _October_ 2025, by and between the City of Eden Prairie, a Minnesota municipal corporation, hereinafter referred to as the “CITY”, and_Krueger Excavating, Inc._, a Minnesota_Corporation_, 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: IC: 167130 Eden Prairie Red Oak Lift Station Rehabalitation 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 $_193,847.00_. 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 (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 may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. (signature pages follow) IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands as of the date first above written. CITY OF EDEN PRAIRIE By: _______________________________ Its: Mayor By: _______________________________ Its: City Manager CONTRACTOR ______________________________ By: __________________________________ Printed Name: _________________________ Its: _______________________________ Title September 8th, 2025 City of Eden Prairie Mr. Andy Allman and Mr. Rick Wahlen Utility Field Operations Supervisor and Utility Operations Manager 14100 Technology Dr., Eden Prairie MN 55344 Re: Bid Summary and Engineer’s Recommendation Eden Prairie Red Oak Lift Station Rehabilitation Dear Mr. Allman and Mr. Wahlen, Pursuant to the authority of the Eden Prairie City Council and following proper legal advertisement, the window for bid receival for the Eden Prairie Red Oak Lift Station Rehabilitation Project concluded on Thursday, September 4th, at 11:00AM. Five bids were received for the project. The bids received were completed in accordance with the project manual. A bid tabulation can be found in Attachment No. 1 of this document. The attached bid tabulation presents a comparison of the five bids received. The engineer’s opinion of probable cost was $262,600.00. Based on review of the bids received and pending City oƯicials’ acceptance of the contract price, Advanced Engineering and Environmental Services, Inc. (AE2S) recommends the City award a construction contract to Krueger Excavating, Inc. who was the lowest responsive and responsible bidder for a Base Bid price of $193,847.00. AE2S truly appreciates the opportunity to work with the City of Eden Prairie on this important project. Should you have any questions or comments, please feel free to contact me. Sincerely, Jason Benson Project Manager Eden Prairie Red Oak Lift Station Rehabilitation City of Eden Prairie Eden Prairie, MN AE2S Project No. P02009-2025-003 Bid Opening Time 11:00 AM CDT Date Thursday, September 4, 2025 Contractor Acknowledge Addenda 1-2Bid Bond00 43 29 Responsible Contractor Verification00 45 19 Non-Collusion AffidavitMN Contractor's License or Renewal00 41 00 Bid FormContract No. 1 Base Bid Lump Sum Price 1 Krueger Excavating Inc P P P P P P $193,847.00 2 R & R Excavating, Inc.P P P P P P $224,343.61 3 Minger Construction Companies, Inc.P P P P P P $249,300.00 4 Pember Companies, Inc.P P P P P P $255,442.04 5 New Look Contracting, Inc.P P P P P P $264,750.00 Engineer's Estimate $262,600.00 Advanced Engineering and Environmental Services, LLC Jason Benson, PE Water Tower Place Business Center 6901 E Fish Lake Rd, Suite 184 Maple Grove, MN 55369 Tel: 763-763-5036 City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.N. Department: Public Works/ Engineering – Molly Swanson ITEM DESCRIPTION I.C. 25801: Approve Professional Services Agreement with American Engineering Testing, Inc. for Pavement Evaluation Services for the 2027, 2028 and 2029 Pavement Rehab Projects. REQUESTED ACTION Move to: Approve Professional Services Agreement with American Engineering Testing, Inc. for Pavement Evaluation Services for the 2027, 2028 and 2029 Pavement Rehab Projects in the amount of $86,114.80. SUMMARY This Professional Services Agreement will provide pavement evaluation services for the 2027, 2028, and 2029 Pavement Rehab Projects. Testing services will include providing Ground Penetrating Radar (GPR) testing, pavement coring, and hand auger borings of streets within the 2027, 2028 and 2029 Pavement Rehab project areas. The Pavement Rehab Project is an annual street maintenance project that includes mill and overlays, underseals and reclamation projects. These projects are done to avoid full reconstruction projects which are much more costly and intrusive. The testing American Engineering Testing, Inc. will perform is to assist in selecting the appropriate level of maintenance for each street. The Professional Services Agreement with American Engineering Testing, Inc. has a cost of $86,114.80. Funding for this will be from Pavement Management Funds. ATTACHMENT Professional Services Agreement 550 Cleveland Avenue North | Saint Paul, MN 55114 Phone (651) 659-9001 | (800) 972-6364 | Fax (651) 659-1379 | teamAET.com | AA/EEO This document shall not be reproduced, except in full, without written approval from American Engineering Testing, Inc. October 7, 2025 City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Attn: Molly Swanson Re: Pavement Evaluation Proposal City of Eden Prairie 2027-2029 Pavement Rehabilitation Program Eden Prairie, MN AET Proposal No. P-0046592 Dear Ms. Swanson, American Engineering Testing (AET) is pleased to submit this proposal to the City of Eden Prairie for pavement evaluation services for the 2027-2029 pavement rehabilitation program. In this proposal, we present our understanding of the project, an outline of the scope of services we are to provide, and an estimate of charges for our services. PURPOSE The purpose of these services is to explore pavement conditions and thicknesses at the site in preparation for the upcoming rehabilitation program by collecting cores, base samples, and Ground Penetrating Radar (GPR) data. Based on our characterization of the data obtained from our field exploration, we will prepare a report presenting our findings and provide recommendations for rehabilitation of the roadways. PROJECT INFORMATION We understand the city of Eden Prairie (the City) is planning for pavement rehabilitation to approximately 33.1 miles of roadways. Planned rehabilitations encompass 96 roads City provided GIS data. The project roadways encompass residential streets, residential arterials, and business access thoroughfares with traffic counts of up to 8800 AADT. We understand the City is planning to use a combination of Full Depth Reclamation (FDR) and 2 to 3.5-inch Mill and Overlay (M&O) to rehabilitate roadways as shown in the City provided PDF map but is open to other recommendations based on the findings of our investigation. Proposal for Pavement Evaluation 2027-2029 Pavement Rehabilitation Program, Eden Prairie, MN October 7, 2025 AET Proposal No. P-0046592 Page 2 of 6 SCOPE OF SERVICES You have requested the following scope of services: Field Exploration Pavement Cores We are planning to perform one pavement core approximately every 750 feet, with a minimum of one core collected per road. At each core location we will hand auger to the bottom of the base layer or to a maximum depth of 18” to obtain sample of material for analysis.  Prepare a proposed coring location map for your review. We are planning to strategically place the cores in areas that will limit the disruption of traffic while obtaining the appropriate data.  Obtain 217, 4-inch diameter pavement cores spaced at approximately 750 feet. On two lane roads, cores will typically alternate lanes. On four lane roads, cores will typically be collected from outermost drive lanes.  We will perform a hand auger at each core location to the bottom of the base material or up to a maximum depth of 18 inches from the top of pavement.  Obtain samples of the aggregate base for classification.  Photograph the pavement surface where the core was obtained.  Measure the downhole depth of the bituminous pavement and base at each core location.  Record the GPS coordinates of the core location with sub-meter accuracy.  Backfill the boreholes and patch the surface with bituminous cold mix that comply with state requirements. Even after backfilling, some sloughing of the backfill may occur, resulting in a potential tripping hazard to pedestrians. We assume the owner will backfill and repair any boreholes that may slough after our exploration is complete. AET cannot accept any liability associated with pedestrian injury. GPR Testing We plan to collect ground penetrating radar (GPR) scanning of each segment along with a digital video log (DVL) of the pavement surface. We will perform a GPR survey in each lane of travel along each of the identified roadway segments. The data will be collected at a rate of about 2 scans per foot, using a 2 GHz antenna and GSSI Roadscan equipment, which allows material layer measurements at depths of up to 18 inches. The GPR data collection system is linked to GPS coordinates. Proposal for Pavement Evaluation 2027-2029 Pavement Rehabilitation Program, Eden Prairie, MN October 7, 2025 AET Proposal No. P-0046592 Page 3 of 6 Traffic Control We assume traffic control will be needed for roads with over 1000 AADT, or where sight lines and traffic speeds warrant it. This amounts to approximately 17.3 miles of roadway. Traffic control would be in place on these roads for coring operations. We assume that this traffic control will be provided by the City as previously discussed. Laboratory Testing We will measure each core for total length to the nearest 0.1 inch and document the overall condition of the core including stripping severability. Photographs of the cores will be taken adjacent to a ruler. We will classify the collected base samples according to the USCS and AASHTO classification procedures and plan to perform several gradations on the material. Report & Recommendations Upon completion of the field exploration and laboratory testing, we will prepare a pavement recommendation report, which will include the following: 1. An outline of our understanding of the proposed work. 2. Descriptions of the sampling, testing, and classification methods. 3. Figures illustrating the final test locations. 4. Analysis of the GPR data for surface and possible aggregate base (if discernable) thicknesses. 5. Pavement core log reports including a visual description of the core condition, photographs, measurements and final GPS coordinates of the locations. 6. Review of encountered pavement and soil conditions, including pertinent engineering properties. 7. Discussion of pavement conditions, specific potential problem areas identified by the test results and collected data, and other issues related to the roadways. 8. Discussion of potential rehabilitation methods including full depth reclamation and mill and overlay. Other rehabilitation strategies such as stabilized full depth reclamation or cold in-place recycling will be considered. SCHEDULE Weather permitting and based on our current backlog, we anticipate the field work can begin within about four to six weeks following notice to proceed. The core sampling will take approximately ten to fifteen days to complete. GPR will take approximately two days to complete. Laboratory testing can be completed about two weeks after completion of the field services. The report should be submitted within eight weeks following the field exploration. Proposal for Pavement Evaluation 2027-2029 Pavement Rehabilitation Program, Eden Prairie, MN October 7, 2025 AET Proposal No. P-0046592 Page 4 of 6 Winter weather may be cause for significant delays in testing schedules. GPR cannot be performed if roads are snow or ice covered. Coring can be performed in winter but will be slowed by doing so. FEES The base scope of services defined above will be performed on a time and materials basis for an estimated fee of $86,150 in accordance with the attached fee estimate. In the event the scope of our services needs to be revised due to unanticipated conditions or for further evaluation, we will review such adjustments and the associated fees with you; and receive your approval before proceeding. TERMS AND CONDITIONS All AET Services are provided subject to the Terms and Conditions set forth in the enclosed “Environmental/Geotechnical Service Agreement—Terms and Conditions,” which, upon acceptance of this proposal, are binding upon you as the Client requesting Services, and your successors, assignees, joint venturers and third-party beneficiaries. Please be advised that additional insured status is granted upon acceptance of the proposal. ACCEPTANCE AET requests written acceptance of this proposal in the Proposal Acceptance box below, but the following actions shall constitute your acceptance of this proposal together with the Terms and Conditions and Amendments: 1) issuing an authorizing purchase order for any of the Services described above, 2) authorizing AET’s presence on site or 3) written or electronic notification for AET to proceed with any of the Services described in this proposal. Please indicate your acceptance of this proposal by signing below and returning a copy to us. When you accept this proposal, you represent that you are authorized to accept on behalf of the Client. Proposal for Pavement Evaluation 2027-2029 Pavement Rehabilitation Program, Eden Prairie, MN October 7, 2025 AET Proposal No. P-0046592 Page 5 of 6 AET appreciates the opportunity to provide this service for you and looks forward to working with you on this project. If you have questions or need additional information, please contact us. Sincerely, American Engineering Testing, Inc. Ron Reed, EIT Jacob O. Michalowski, PE (MN) Engineer 1 Principal Engineer rreed@teamaet.com jmichalowski@teamaet.com 651-357-5395 (651) 283-2481 Attachments: a. Proposal Acceptance Form b. Fee Estimate Proposal for Pavement Evaluation 2027-2029 Pavement Rehabilitation Program, Eden Prairie, MN October 7, 2025 AET Proposal No. P-0046592 Page 6 of 6 ACCEPTANCE AND AUTHORIZATION: AET Proposal No. P-0046592 SIGNATURE: PRINTED NAME: COMPANY: ADDRESS: PHONE NUMBER AND EMAIL: DATE: INVOICING INFORMATION (Provide Company AP Department Information, if present.) AP CONTACT NAME: BILLING/MAILING ADDRESS: AP PHONE NUMBER AND INVOICE EMAIL: P.O. NO./ PROJECT NO.: PROJECT TESTING SERVICES FEE SCHEDULE Pavement Evaluation for 2027-2029 Rehab Program Eden Prairie, MN AET PROPOSAL No. P-0046592 UNIT BUDGET RATE AMOUNT GPR/DVL Mobilization and Testing - Tech II 18 Hour $120.00 $2,160.00 GPR Analysis - Engineer I 33 Hour $170.00 $5,610.00 Personal or company vehicle mileage 154 Mile $1.70 $261.80 Ground Penetrating Radar (testing)14 Hour $137.00 $1,918.00 Ground Penetrating Radar (travel)2 Hour $66.00 $132.00 HD Camera Rental 2 Day $144.00 $288.00 Section Subtotal:$10,369.80 Soil Borings & Pavement Cores - Tech II 207 Hour $120.00 $24,840.00 Logs/Typing/Utilities - Project Administrator 22 Hour $90.00 $1,980.00 Logs Review - Engineer I 22 Hour $170.00 $3,740.00 Auxiliary Vehicle Mileage 1 700 Mile $1.70 $1,190.00 Auxiliary Vehicle Mileage 2 700 Mile $1.70 $1,190.00 GPS Equipment 13 Day $221.00 $2,873.00 Coring Equipment - Daily 13 Day $441.00 $5,733.00 Core Hole Patching Material 57 Each $16.00 $912.00 Auxiliary Vehicle Rental - Daily 1 13 Day $97.00 $1,261.00 Auxiliary Vehicle Rental - Daily 2 13 Day $97.00 $1,261.00 Section Subtotal:$44,980.00 Lab Work - Tech II 48 Hour $120.00 $5,760.00 AASHTO T 267 Organic Content in Soils by Loss on Ignition 5 Sample $127.00 $635.00 ASTM C117 Materials Finer Than No. 200 Sieve 10 Test $70.00 $700.00 ASTM D6913 Sieve Analysis of Soils 30 Test $140.00 $4,200.00 Moisture Content (Soil)100 Test $30.00 $3,000.00 Section Subtotal:$14,295.00 Report and PM - Engineer I 70 Hour $170.00 $11,900.00 Report and PM - Principal Engineer 16 Hour $280.00 $4,480.00 Report and PM - Project Administrator 1 Hour $90.00 $90.00 Section Subtotal:$16,470.00 $86,114.80 UNITS ESTIMATED GPR/DVL Soil Borings & Pavement Cores ESTIMATED SALES BUDGET PROJECT BUDGET Lab Work Reporting and Project Management SERVICE DESCRIPTION Page 1 of 1 City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.O. Department: Community Development ITEM DESCRIPTION Lease between the City and Jillian Davis for a bookstore business at the Dorenkemper property. The lease term is for two years and can be renewed for a longer term if the business is successful. Ms. Davis will take possession of the property in January and expects to open the bookstore April 1, 2026. REQUESTED ACTION Approve lease between the City and Jillian Davis for the Dorenkemper property. SUMMARY Eden Prairie resident, Jillian Davis, approached the City last year to inquire about the possibility of operating a bookstore in one of the City’s historical properties. After touring the Dorenkemper cabin, she felt it could be good fit for a bookstore provided a bathroom is added to the house. Since then, the City has moved forward with plans for an addition to the cabin including a bathroom, updated HVAC, and other related improvements to help make it suitable for a business. Jillian has been working closely with Kathie Case and the EP Historical Society to determine which historical items will stay in the cabin. She will also work closely with the Parks Department to coordinate outdoor bookstore events when the Riley Jacques Barn is not in use and parking is available. ATTACHMENTS Lease Dorenkemper Property Lease 9090 Riley Lake Road Eden Prairie, MN. Landlord City of Eden Prairie Tenant Jillian Davis TABLE OF CONTENTS ARTICLE PAGE REFERENCE PAGE i 1. TERM ……………………………………………………………………………………………………………………….. 1 2. RENT………………………………………………………………………………….......................................... 1 3. ADDITIONAL RENT…………………………………………………………………………………………………….. 3 4. USE OF PREMISES; TENANT COVENANTS…………………………………………………………………… 3 5 ALTERATIONS……………………………………………………………………………………………………………. 6 6. REPAIRS & MAINTENANCE…………..……………………………………………………………………………. 6 7. LIENS…………………………………………………………………………………………………………………………. 7 8. ASSIGNMENT AND SUBLETTING……………………………………………………………………………….. 8 9. INDEMNIFICATION…………………………………………………………………………………………………….. 9 10. INSURANCE……………………………………………………………………………………………………………….. 10 11. SERVICES AND UTILITIES……………………………………………………………………………………………. 11 12. HOLDING OVER…………………………………………………………………………………………………………. 11 13. SUBORDINATION………………………………………………………………………………………………………. 11 14. REENTRY BY LANDLORD………………………………………………………………………………………….…. 12 15. DEFAULT……………………………………………………………………………………………………………………. 12 16. REMEDIES………………………………………………………………………………………………………………….. 13 17. TENANT'S BANKRUPTCYOR INSOLVENCY…………………………………………………………………... 17 18. QUIET ENJOYMENT……………………………………………………………………………………………………. 18 19. DAMAGE BY FIRE, ETC………………………………………………………………………………………………. 18 20. EMINENT DOMAIN……………………………………………………………………………………………………. 20 21. SALE BY LANDLORD…………………………………………………………………………………………………... 21 22. ESTOPPEL CERTIFICATES……………………………………………………….…………………………………… 21 23. SURRENDER OF PREMISES………………………………………………………................................... 21 24. NOTICES…………………………………………………………………………………………………………………… 22 25. TAXES PAYABLE BY TENANT…………………………………………………………………………………..…. 22 26. DEFINED TERMS AND HEADINGS……………………………………………………………………………... 23 27. TENANT’S AUTHORITY…………………………………………………………………………………………..…. 23 28. TIME AND APPLICABLE LAW…………………………………………………...................................… 23 29. SUCCESSORS AND ASSIGNS……………………………………………………………………………………..… 23 30. ENTIRE AGREEMENT…………………………………………………………………………………………………. 24 31. EXAMINATION NOT OPTION……………………………………………………………………………………… 24 32. RECORDATION…………………………………………………………………………………………………………… 24 33. LIMITATION OF LIABILITY…………………………………………………………………………………………... 24 EXHIBIT A - DEPICTION OF PREMISES……………………………………….………………………………….. 26 EXHIBIT B - RULES AND REGULATIONS………………………………………………………………………………….. 27 EXHIBIT C - MUNICIPAL CONTRACT PROVIDIONS…………………………………………………………………. 30 ii DORENKEMPER HOUSE LEASE REFERENCE PAGE PREMISES: Dorenkemper House 9090 Riley Lake Road Eden Prairie, Minnesota 55344 [As depicted on Exhibit A] LANDLORD City of Eden Prairie LANDLORD’S ADDRESS: 8080 Mitchell Road Eden Prairie, Minnesota 55344 LEASE REFERENCE DATE: April 1, 2026 TENANT: Jillian Davis TENANT’S ADDRESS: 17157 New Market Dr Eden Prairie, MN 55347 PREMISES AREA: Approximately 1,214 square feet. USE: Book Store TENANT’S TRADE NAMES: Jillan Davis TENDER DATE: January 1, 2026 COMMENCEMENT DATE: April 1, 2026 TERMINATION DATE: April 30, 2028 TERM OF LEASE: Two years, beginning on the Commencement Date and ending on the Termination Date (unless sooner terminated pursuant to the Lease) RENEWAL TERM: None SECURITY DEPOSIT: $500.00 ii The Reference Page information is incorporated into and made a part of the Lease. In the event of any conflict between any Reference Page information and the Lease, the Lease shall control. This Lease includes Exhibits A through C, all of which are made a part of this Lease. LANDLORD: TENANT: CITY OF EDEN PRAIRIE JILLIAN DAVIS By:____________________________ By:__________________________ Ronald A. Case, Its Mayor By:____________________________ Rick Getschow, Its City Manager Dated:________________ Dated:________________ 1 LEASE By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises as set forth and described on the Reference Page. The Reference Page, including all terms defined thereon, is incorporated as part of this Lease. 1. TERM. 1.1 Landlord shall tender possession of the Premises on January 1, 2026 (“Tender Date”). This Lease shall begin on April 1, 2026 (“Commencement Date”). 1.2 This Lease shall have a term of two (2) years, beginning on the Commencement Date and ending on April 30, 2028 (“Termination Date”). 2. RENT – ANNUAL RENT AND PERCENTAGE RENT. 2.1 Tenant agrees to pay to Landlord percentage rent in the amount of ten percent (10%) of Gross Sales (“Percentage Rent”). Tenant shall deliver to Landlord, within ten (10) days after the end of each calendar month, a written statement of Tenant’s Gross Sales for the preceding month. Each such monthly statement shall be in a form reasonably acceptable to Landlord and shall include a breakdown of all sales by category. Landlord will calculate the Percentage Rent due and send monthly invoices to Tenant for such Percentage Rent, which will be due fifteen (15) days after the date of invoice (“Quarterly Installment of Rent”). If the annual Gross Sales statement described in Section 2.4 reveals the need for an adjustment in Percentage Rent for the preceding year, Tenant will pay any additional Percentage Rent due within thirty (30) days after the end of that Lease year and any excess Percentage Rent shall be credited against Tenant’s next due Percentage Rent payment, except in the last Lease Year wherein any excess shall be refunded to Tenant. 2.2 Tenant recognizes that late payment of any rent or other sum due under this Lease will result in administrative expense to Landlord, the extent of which additional expense is extremely difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any other sum is not paid within ten (10) days of its due date and payable pursuant to this Lease, a late charge shall be imposed in an amount equal to the greater of (a) Fifty Dollars ($50.00), or (b) a sum equal to five percent (5%) per month of the unpaid rent or other payment. The amount of the late charge to be paid by Tenant shall be reassessed and added to Tenant's obligation for each successive monthly period until paid. The provisions of this Section 2.2 in no way relieve Tenant of the obligation to pay rent or other payments on or before the date on which they are due, nor do the terms of this 2 Section 2.2 in any way affect Landlord's remedies pursuant to Article 17 of this Lease in the event said rent or other payment is unpaid after date due. 2.3 Gross Sales Defined: Tenant's “Gross Sales” is defined to mean the total dollar value of all sales and rentals of merchandise or services arising out of or payable on account of the business conducted in, on or from the Premises by or on account of Tenant or any sublessee, assignee, licensee or concessionaire of Tenant for cash or credit, including all orders for merchandise taken at or sold from the Premises, including online sales, and including any fees, such as membership fees. Gross Sales shall exclude the following: (i) proceeds from any sales tax, gross receipts tax or similar tax, by whatever name called, (ii) bona fide transfers of merchandise from the Premises to any other stores or warehouses of Tenant that are not intended to avoid a sale at the Premises, (iii) refunds given to customers for merchandise purchased at the Premises and returned or exchanged, and (iv) sales of Tenant's fixtures and equipment not in the ordinary course of Tenant's business. 2.4 Tenant’s Books and Records: Tenant shall keep at the Premises or at its principal office within the Minneapolis-St. Paul Metropolitan Area, a full and accurate set of books and records adequately showing the amount of Tenant's Gross Sales in each Lease Year. Within thirty (30) days after the close of each Lease Year, Tenant shall furnish to Landlord a statement certified by an officer of Tenant setting forth the amount of Tenant's Gross Sales during the preceding Lease Year. All Gross Sales statements to be supplied by Tenant to Landlord shall be in such form and with such detail as Landlord shall reasonably deem necessary. Landlord shall have the right, at any time once per Lease Year upon ten (10) business days' written notice, to inspect or audit the sales records of Tenant (including the books and records of any concessionaire, subtenant or licensee). If Tenant's Gross Sales exceed those reported by two percent (2%) or more, Tenant shall pay Landlord's cost of inspection or audit. 3. ADDITIONAL RENT Any money or sums, other than Percentage Rent, due under this Lease shall be considered additional rent and be due with the next Quarterly Installment of Rent, unless otherwise indicated in this Lease. 4. USE OF PREMISES; TENANT COVENANTS. 4.1. Tenant shall in good faith continuously throughout the Term of this lease conduct and carry on in the entire Premises under Tenant’s Trade Names following permitted uses, activities and businesses (hereinafter referred to as “Permitted 3 Uses”) and shall not conduct or carry on any other use, activity or business without the prior express written consent of Landlord. 4.1.1 “Permitted Uses” include the sale of books, magazines, and other written material,s and the sale of non-book items customarily sold in bookstores, including but not limited to gifts, antiques, flowers, sunscreen, bug spray, post cards, prepackaged food or beverage items, bookmarks, stickers, souvenirs, and art. Tenant may not offer for sale any item openly displaying obscenity or profanity. 4.1.2 Tenant may use outdoor park property surrounding the Premises for events related to the Permitted Uses with the prior approval of the Eden Prairie Parks and Recreation Department (“Parks Department”). Tenant shall endeavor to communicate with the Parks Department Recreation Specialist at least six (6) months in advance to coordinate planned events with other events and rentals held at Riley Lake Park. 4.2. Parking. Tenant and its customers and invitees may use the paved parking lot north of the Riley-Jacques Barn (the “Barn”) and the dirt parking area south of the Barn. Tenant agrees and acknowledges that both City-sponsored and private rental events are regularly held at the Barn, including camps, weddings, and parties (“Events”), and that there may be limited to no parking available for Tenant’s customers during Events. Landlord makes no representation or warranty regarding the availability of parking for Tenant and its customers. Upon request, the City will share with Tenant a calendar of scheduled Events that may impact parking availability. 4.3. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in or upon, or in connection with, the Premises, all at Tenant’s sole expense. 4.4. Tenant shall operate its business in a dignified manner and in accordance with high standards of a store operation and shall, at all times when the Premises are open for business to the public, keep the Premises properly equipped with fixtures, stocked with an adequate supply of merchandise and attended by adequate personnel. 4.5. Tenant agrees to comply with and observe the rules and regulations shown on Exhibit B. Tenant’s failure to keep and observe said rules and regulations shall constitute a breach of the terms of this Lease as if the same were contained herein as covenants following the notice and/or cure periods set forth in Section 16.1.2 4 hereof. Landlord reserves the right from time to time to amend or supplement said rules and regulations. Notice of such amendments and supplements shall be given to Tenant and Tenant agrees to comply with and observe all such rules and regulations, as revised, to the extent the amendments and supplements are not inconsistent with the rules contained in Exhibit B or any other provision of this Lease. 4.6. Tenant acknowledges that the Premises has been designated by the Eden Prairie City Council as a local Heritage Preservation Site. Tenant’s use of the Premises, including maintenance of the Premises, shall at all times comply with all laws, rules, and regulations related to this designation. 4.7. Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees to at any time handle, use, manufacture, store or dispose of in or about the Premises any (collectively “Hazardous Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively “Environmental Laws”), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises and appurtenant land or allow the Premises to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent customary and necessary for the use of the Premises for the purposes permitted hereunder; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises and appurtenant land or the environment. Tenant shall protect, defend, indemnify and hold the Landlord harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 5.6. 5 4.8. Any signs used on the Premises shall comply with the Eden Prairie City Code then in effect. 4.9 Tenant shall not allow any smoking, or other use of tobacco or cannabis products, by Tenant or any guest, invitee, or other person on the Premises, in any building located on the Premises. 5. ALTERATIONS. 5.1. Tenant shall not make or suffer to be made any alterations or improvements, including but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof without prior written consent of Landlord, which may require review by the Eden Prairie Historic Preservation Commission or the City Council as provided by City Code. 5.2. All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all government laws, ordinances, rules and regulations and Tenant shall, prior to construction, provide the additional insurance required under Article 11 in such case, and also all such assurances to Landlord, including but not limited to, waivers of liens and surety company performance bonds, as Landlord shall require to assure payment of the costs thereof and to protect Landlord and the Premises and appurtenant land against any loss from any mechanic’s, materialmen’s or other liens. 5.3. All alterations, additions, and improvements in, on, or to the Premises made or installed by Tenant, including carpeting, shall be and remain the property of Tenant during the Term. All such alterations, additions, and improvements, except furniture, furnishings, movable partitions of less than full height from floor to ceiling and other trade fixtures shall become a part of the realty and belong to Landlord without compensation to Tenant upon the expiration or sooner termination of the Term, at which time title shall pass to Landlord under this Lease as by a bill of sale, unless Landlord elects otherwise. Upon such election by Landlord, Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, forthwith and with all due diligence remove any such alterations, additions or improvements which are designated by Landlord to be removed, and Tenant shall forthwith and with all due diligence, at its sole cost and expense, repair and restore the Premises to their original condition, reasonable wear and tear and damage by fire or other casualty excepted. 6. REPAIR AND MAINTENANCE OF PREMESIS. 6.1. Landlord shall have no obligation to alter, remodel, or improve the Premises, except as specifically set forth in this Lease. It is hereby understood and agreed 6 that no representations respecting the condition of the Premises have been made by Landlord to Tenant, except as specifically set forth in this Lease. Landlord’s maintenance and repair obligations include any required maintenance or repairs to the Premises (including windows, glass and plate glass, doors, and special store entries, interior walls and finish work, floors and floor coverings, electrical systems and fixtures located within and/or serving the Premises, and plumbing work and fixtures located within and/or serving the Premises) that are estimated to cost more than $1,000. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance required by this section unless such failure shall persist for forty-eight (48) hours after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. If the repair cannot be completed within forty-eight (48) hours, Landlord shall not be liable for the failure to complete the repair so long as Landlord has begun repair and is using its best efforts to complete the repair. 6.2. Tenant shall, at all times during the Term, maintain the interior of the Premises and keep the interior of the Premises in good condition and repair. Tenant’s maintenance obligations include, but are not limited to, garbage removal, cleaning, upkeep, and other similar obligations. Tenant’s other maintenance and repair obligations include any required maintenance or repairs to the Premises (including windows, glass and plate glass, doors, and special store entries, interior walls and finish work, floors and floor coverings, electrical systems and fixtures located within and/or serving the Premises, and plumbing work and fixtures located within and/or serving the Premises) that are estimated to cost $1,000 or less, excepting damage by fire, or other casualty. All maintenance and repairs shall be peformed only with prior notice to Landlord and in compliance with all applicable governmental laws, ordinances and regulations, and Tenant shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of any violations or nuisances in or upon, or connected with, the Premises, all at Tenant’s sole expense. In the event that Tenant fails to adequately repair or maintain the Premises as required by this section, Landlord reserves the right to perform any and all repairs or maintenance on the Premises. In the event that Landlord performs any repairs or maintenance that are the obligation of Tenant under this section, Tenant shall reimburse Landlord upon demand, as additional rent, for any and all costs incurred by Landlord as a result of performing said repairs or maintenance with its next installment of rent due pursuant to this Lease following submission to Tenant of an invoice thereof and reasonable documentation relating thereto. 6.3 Landlord shall, at all times during the Term, perform on-going maintainance of the grounds of the Premises, including lawn care, spring and fall cleanup, shrubs and flower pruning and maintenance, weed control, lawn fertilization and irrigation, and maintain and top dress wood chip and rock mulch. Landlord is responsible for 7 servicing all heating and air conditioning systems and equipment (HVAC) serving the Premises, as well as for exterior painting and major exterior repairs including the roof. Regarding snow removal, Landlord is responsible to plow the driveway leading to the Riley-Jacques Barn, the dirt parking area, and a path leading to the Premises from the parking area. Tenant acknowledges that Landlord’s plowing of these areas will not take priority over plowing public streets and other public areas and that plowing may not be completed prior to Tenant’s scheduled opening. Landlord shall not be responsible for any impact to Tenant’s business or for any loss of revenue that may be attributed to Landlord’s plowing operations. Tenant shall be responsible for shoveling snow around the entrance to the Premises. 7. LIENS. Tenant shall keep the Premises and appurtenant land and Tenant’s leasehold interest in the Premises free from any liens arising out of any services, work or materials performed, furnished, or contracted for by Tenant, or obligations incurred by Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, either cause the same to be released of record or provide Landlord with insurance against the same issued by a major title insurance company or such other protection against the same as Landlord shall accept, Landlord shall have the right to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith shall be considered additional rent and shall be payable to it by Tenant on demand. 8. ASSIGNMENT AND SUBLETTING. Tenant may not assign or pledge this Lease, or sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy. Notwithstanding the preceding sentence, Tenant may, with the prior consent of Landlord which shall not be unreasonably withheld, assign this Lease to a legal entity owned by Tenant and formed for the purpose of operating the Premises. 9. INDEMNIFICATION. The Landlord shall not be liable and Tenant hereby waives all claims against Landlord for any damage to any property or any injury to any person in or about the Premises by or from any cause whatsoever (including without limiting the foregoing, rain or water leakage of any character from the roof, windows, walls, basement, pipes, plumbing works or appliances, the Premises not being in good condition or repair, gas, fire, oil, electricity or theft), except to the extent caused by or arising from the negligence or intentional act of Landlord or its agents, employees or contractors. Tenant shall protect, indemnify and 8 hold the Landlord harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of (a) any damage to any property (including but not limited to property of Landlord) or any injury (including but not limited to death) to any person occurring in, on or about the Premises to the extent that such injury or damage shall be caused by or arise from any act, neglect, fault, or omission by or of Tenant, its agents, servants, employees, invitees, or visitors to meet any standards imposed by any duty with respect to the injury or damage; (b) the conduct or management of any work or thing whatsoever done by the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises; (c) Tenant’s failure to comply with any and all govenmental laws, ordinances and regulations applicable to the condition or use of the Premises or its occupancy; or (d) any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to this Lease. The provisions of this Article shall survive the termination of this Lease with respect to any claims or liability accruing prior to such termination. 10. INSURANCE. 10.1. Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or policies to protect the Landlord against any liability to the public or to any invitee of Tenant or Landlord incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not less than $1,000,000.00 per occurrence and not less than $2,000,000.00 in the annual aggregate, or such larger amount as Landlord may prudently require from time to time, covering bodily injury and property damage liability and $1,000,000 products/completed operations aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) insurance protecting against liability under Worker’s Compensation Laws with limits at least as required by statute; (d) Employers Liability with limits of $500,000 each accident, $500,000 disease policy limit, $500,000 disease--each employee; (e) All Risk or Special Form coverage protecting Tenant against loss of or damage to Tenant’s alterations, additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory, plate glass and other business personal property situated in or about the Premises to the full replacement value of the property so insured; and, (f) Business Interruption Insurance with limit of liability representing loss of at least approximately six months of income. 10.2. Each of the aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the Landlord as an additional insured; (c) be issued by an insurance company with a minimum Best’s rating of “A:VII” during the Term; and (d) provide that an insurance company with said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-payment of premium) shall have been 9 given to Landlord; and said policy or policies or certificates thereof shall be delivered to Landlord by Tenant upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance. 10.3. Whenever Tenant shall undertake any alterations, additions or improvements in, to or about the Premises (“Work”) the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in connection with such Work, without limitation including liability under any applicable structural work act, and such other insurance as Landlord shall reasonably require; and the policies of or certificates evidencing such insurance must be delivered to Landlord prior to the commencement of any such Work. Tenant shall also require surety payment and performance bonds, or other similar security approved by Landlord for any Work done on the Premises. 11. SERVICES AND UTILITIES. Tenant shall pay for all water, gas, heat, light, power, telephone, sewer, waste removal, and other utilities and services used on or from the Premises, together with any taxes, penalties and surcharges or the like pertaining thereto and any maintenance charges for such utilities. If any such services are not separately metered to Tenant, Tenant shall pay all such charges determined by Landlord, in its sole discretion, to be reasonable. Any such charges paid by Landlord and assessed against Tenant shall be immediately payable to Landlord on demand and shall be additional rent hereunder. Landlord shall not be liable for any interruption or failure of utility services on or to the Premises unless the interruption or failure of service is caused by the negligence or intentional act of Landlord or any of Landlord’s officers, directors, employees, or agents. 12. HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part thereof after termination of this Lease by lapse of time or otherwise at the then market rental value of the Premises as determined by Landlord assuming a new lease of the Premises of the then usual duration and other terms, prorated on a daily basis (“Holdover Rate”), and also pay all damages sustained by Landlord by reason of such retention. If Landlord gives notice to Tenant of Landlord’s election to that effect, such holding over shall constitute renewal of this Lease for a period from month to month at the Holdover Rate, but if the Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder after such termination; and instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have been created. In any event, no provision of this Article 13 shall be deemed to waive Landlord’s right of reentry or any other right under this Lease or at law. 13. SUBORDINATION. 10 Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Premises, Landlord’s interest or estate in the Premises, or any ground or underlying lease, provided, however, that; (i) if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust agrees not to materially disturb Tenant or Tenants use of the Premises or Tenant’s rights hereunder and so long as no event of Default has occurred and is continuing, and (ii) if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant’s interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. 14. REENTRY BY LANDLORD. Landlord reserves and shall at all times have the right to re-enter the Premises, upon twenty-four (24) hours notice, to inspect the same, to supply any service to be provided by Landlord to Tenant under this Lease, to show said Premises to prospective purchasers, mortgagees or tenants, and to alter, improve or repair the Premises and any portion of the Premises, without abatement of rent, and may for that purpose erect, use and maintain scaffolding, pipes, conduits and other necessary structures and open any wall, ceiling or floor in and through the Premises where reasonably required by the character of the work to be performed. Landlord may enter the Premises without notice in the event of a burglary, fire, medical emergency, natural disaster, or other similar emergency. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned by any action of Landlord authorized by this Article 15. Nothing in this Article 15 waives or shall be construed as waiving any claim by Tenant for any negligent or intentional act of Landlord or any employee, contractor, or agent of Landlord which in any way damages Tenant or Tenant’s rights under this Lease. In the event that Landlord discovers a defect or other problem with the premises during such re-entry, Landlord may correct the defect or problem and Tenant shall reimburse Landlord on demand, as additional rent, for any expenses which Landlord may incur in correcting the defect or problem provided that Tenant was responsible for the repair of the defect or problem pursuant to Article 7.2 of this Lease. 15. DEFAULT. 15.1 Except as otherwise provided in Article 18, the following events shall be deemed to be Events of Default under this Lease: 11 15.1.1. Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord under this Lease, whether such sum be any installment of the rent reserved by this Lease, any other amount treated as additional rent under this Lease, or any other payment or reimbursement to Landlord required by this Lease, whether or not treated as additional rent under this Lease, and such failure shall continue for a period of five days after written notice that such payment was not made when due, but if any such notice shall be given, for the twelve month period commencing with the date of such notice, the failure to pay within five days after due any additional sum of money becoming due to be paid to Landlord under this Lease during such period shall be an Event of Default, without notice. 15.1.2. Tenant shall fail to comply with any term, provision or covenant of this Lease which is not provided for in another Section of this Article and shall not cure such failure within twenty (20) days (forthwith, if the failure involves a hazardous condition) after written notice of such failure to Tenant, or if such failure cannot reasonably be cured with such twenty (20) days, Tenant shall fail to commence such cure within such twenty (20) day period and diligently pursue the same to completion. 15.1.3. Tenant shall abandon or vacate any substantial portion of the Premises or cease continuously operating its business therein. 15.1.4. Tenant shall fall to vacate the Premises immediately upon termination of this Lease, by lapse of time or otherwise, or upon termination of Tenant’s right to possession only. 15.1.5. Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof. 15.1.6. A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such 12 order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof 16. REMEDIES. 16.1. Except as otherwise provided in Article 18, upon the occurrence of any of the Events of Default described or referred to in Article 15, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever, concurrently or consecutively and not alternatively: 16.1.1. Landlord may, at its election, terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease. 16.1.2. Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination of Tenant’s right to possession without termination of the Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and Tenant hereby grants to Landlord full and free license to enter into and upon the Premises in such event and to repossess Landlord of the Premises as of Landlord’s former estate and to expel or remove Tenant and any others who may be occupying or be within the Premises and to remove Tenant’s signs and other evidence of tenancy and all other property of Tenant therefrom without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without incurring any liability for any damage resulting therefrom, Tenant waiving any right to claim damages for such reentry and expulsion, and without relinquishing Landlord’s right to rent or any other right given to Landlord under this Lease or by operation of law. 16.1.3. Upon any termination of this Lease, whether by lapse of time or otherwise, Landlord shall be entitled to recover as damages, all rent, including any amounts treated as additional rent under this Lease, and other sums due and payable by Tenant on the date of termination, plus as liquidated damages and not as a penalty, an amount equal to the sum of (a) an amount equal to the then present value of the rent reserved in this Lease for the residue of the stated Term of this Lease including any amounts treated as additional rent under this Lease and all other sums provided in this Lease to be paid by Tenant, minus the fair rental value of the Premises for such residue; (b) the value of the time and expense necessary to obtain a replacement tenant or tenants, and the estimated expenses described in Section 16.1.4. relating to recovery of the Premises, preparation for reletting and for reletting itself, and (c) the cost of performing any other covenants which would have otherwise been performed by Tenant. 13 16.1.4.Upon any termination of Tenant's right to possession only without termination of the Lease: 16.1.4.1 Neither such termination of Tenant's right to possession nor Landlord's taking and holding possession thereof as provided in Section 17.1.2 shall terminate the Lease or release Tenant, in whole or in part, from any obligation, including Tenant's obligation to pay the rent, including any amounts treated as additional rent, under this Lease for the full Term, and if Landlord so elects Tenant shall pay forthwith to Landlord the sum equal to the entire amount of the rent, including any amounts treated as additional rent under this Lease, for the remainder of the Term plus any other sums provided in this Lease to be paid by Tenant for the remainder of the Term. 16.1.4.2 Landlord shall use its best efforts to relet the Premises or any part thereof for such rent and upon such terms as Landlord, in its sole discretion, shall determine (including the right to relet the premises for a greater or lesser term than that remaining under this Lease, the right to relet the Premises as a part of a larger area, and the right to change the character or use made of the Premises). In connection with or in preparation for any reletting, Landlord may, but shall not be required to, make repairs, alterations and additions in or to the Premises and redecorate the same to the extent Landlord deems necessary or desirable, and Tenant shall, upon demand, pay the cost thereof, together with Landlord's expenses of reletting, including, without limitation, any commission incurred by Landlord. Landlord and Tenant agree that nevertheless Landlord shall at most be required to use only the same efforts Landlord then uses to lease premises generally and that in any case that Landlor shall not be required to give any preference or priority to the showing or leasing of the Premises over any other space that Landlord may be leasing or have available and may place a suitable prospective tenant in any such other space regardless of when such other space becomes available. Landlord shall not be required to observe any instruction given by Tenant about any reletting or accept any tenant offered by Tenant unless such offered tenant has a credit worthiness acceptable to Landlord and leases 14 the entire Premises upon terms and conditions including a rate of rent (after giving effect to all expenditures by Landlord for tenant improvements, broker's commissions and other leasing costs) all no less favorable to Landlord than as called for in this Lease, nor shall Landlord be required to make or permit any assignment or sub lease for more than the current term or which Landlord would not be required to permit under the provisions of Article 9. 16.1.4.3 Until such time as Landlord shall elect to terminate the Lease and shall thereupon be entitled to recover the amounts specified in such case in Section 17.1.3, Tenant shall pay to Landlord upon demand the full amount of all rent, including any amounts treated as additional rent under this Lease and other sums reserved in this Lease for the remaining Term, together with the costs of repairs, alterations, additions, redecorating and Landlord's expenses of reletting and the collection of the rent accruing therefrom (including attorney's fees and broker's commissions), as the same shall then be due or become due from time to time pursuant to the terms of this Lease, less only such consideration as Landlord may have received from any reletting of the Premises; and Tenant agrees that Landlord may file suits from time to time to recover any sums falling due under this Article 17 as they become due. Any proceeds of reletting by Landlord in excess of the amount then owed by Tenant to Landlord from time to time shall be credited against Tenant's future obligations under this Lease but shall not otherwise be refunded to Tenant or inure to Tenant's benefit. 16.2. Landlord may, at Landlord’s option, enter into and upon the Premises without notice, if Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain, repair or replace anything for which Tenant is responsible under this Lease and correct the same, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Tenant’s business resulting therefrom. If Tenant shall have vacated the Premises, Landlord may at Landlord’s option re-enter the Premises at any time during the last six months of the then current Term of this Lease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Premises as Landlord shall elect, all without any abatement of any of the rent otherwise to be paid by Tenant under this Lease. 15 16.3. If, on account of any Event of Default by Tenant under the terms and conditions of this Lease, it becomes necessary or appropriate for Landlord to employ or consult with an attorney concerning or to enforce or defend any of the Landlord’s rights or remedies arising under this Lease, the Tenant agrees to pay all attorney’s fees so incurred by the Landlord. 16.4. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided in this Lease or any other remedies provided by law (all such remedies being cumulative), nor shall pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants contained in this Lease. 16.5. No act or thing done by Landlord or its agents during the Term shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or to accept a surrender of said Premises shall be valid, unless in writing signed by Landlord. No waiver by Landlord of any violation or Event of Default of any of the terms, provisions and covenants contained in this Lease shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants contained in this Lease. Landlord’s acceptance of the payment of rental or other payments after the occurrence of an Event of Default shall not be construed as a waiver of such Event of Default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies provided in this Lease upon an Event of Default shall not be deemed or construed to constitute a waiver of such Event of Default or of Landlord’s right to enforce any such remedies with respect to such Event of Default or any subsequent Event of Default. 17. TENANT’S BANKRUPTCY OR INSOLVENCY 17.1. If at any time and for so long as Tenant shall be subjected to the provisions of the United States Bankruptcy Code or other law of the United States or any state thereof for the protection of debtors as in effect at such time (each a “Debtor’s Law”): 17.1.1. Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant’s assets (each a “Tenant’s Representative”) shall have no greater right to assume or assign this Lease or any interest in this Lease, or to sub lease any of the Premises than accorded to Tenant in Article 9, except to the extent Landlord shall be required to permit such assumption, assignment or sublease by the provisions of such Debtor’s Law. Without limitation of the generality of the foregoing, any right of any Tenant’s 16 Representative to assume or assign this Lease or to sublease any of the Premises shall be subject to the conditions that: 17.1.1.1. Such Debtor’s Law shall provide to Tenant’s Representative a right of assumption of this Lease which Tenant’s Representative shall have timely exercised and Tenant’s Representative shall have fully cured any default of Tenant under this Lease. 17.1.1.2. Tenant’s Representative or the proposed assignee, as the case shall be, shall have deposited with Landlord as security for the timely payment of rent an amount equal to three months’ estimated rent and other monetary charges accruing under this Lease; and shall have provided Landlord with adequate other assurance of the future performance of the obligations of the Tenant under this Lease. Without limitation, such assurances shall include, at least, in the case of assumption of this Lease, demonstration to the satisfaction of the Landlord that Tenant’s Representative has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that Tenant’s Representative will have sufficient funds to fulfill the obligations of Tenant under this Lease; and, in the case of assignment, submission of current financial statements of the proposed assignee, audited by an independent certified public accountant reasonably acceptable to Landlord and showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee of all of the Tenant’s obligations under this Lease. 17.1.1.3. The assumption or any contemplated assignment of this Lease or subleasing of any part of the Premises, as shall be the case, will not breach any provision in any other lease, mortgage, financing agreement or other agreement by which Landlord is bound. 17.1.1.4. Landlord shall have no right under Article 9 to refuse consent to the proposed assignment or sublease by reason of the identity or nature of the proposed assignee or sublessee or the proposed use of the Premises concerned. 17 18. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant, while paying the rental and performing its other covenants and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises for the Term without hindrance or molestation from Landlord subject to the terms and provisions of this Lease. Landlord shall not be liable for any interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance. 19. DAMAGE BY FIRE, ETC. 19.1. In the event that the Premises is damaged by fire or other cause Landlord shall have the option of either terminating the Lease immediately and be under no obligation to rebuild the Premises or continue the Lease and rebuild the Premises. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s decision to rebuild the Premises or terminate the Lease. If Landlord decides to rebuild the Premises, Landlord shall within forty-five (45) days, notify Tenant of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 19.2. If the Premises can be materially restored within ninety days (90), in Landlord’s reasonable estimation, this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent, including any taxes or any other Additional Rent under this Lease, from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. 19.3. If the Premises cannot be repaired within ninety (90) days, in Landlord’s reasonable estimation, Tenant shall have the option of giving the Landlord, at any time within sixty (60) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. 19.4. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in 18 full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 19.2. 19.5. Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises or belonging to Tenant. If any damage by fire or other cause is the result of the intentional act, or negligence of Tenant, Landlord shall be under no obligation to repair the Premises and Tenant shall be liable for any such damages. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 19.6. In the event that Landlord should fail to complete such repairs and material restoration within thirty (30) days after the date estimated by Landlord pursuant to Section 19.1, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within thirty (30) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 19.7. Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 19 occur during the last twelve (12) months of the Term or any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within thirty (30) days after receipt of Landlord’s ‘ notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the term. 19 19.8. In the event of any damage or destruction to the Premises by any peril covered by the provisions of this Article 19, it shall be Tenant’s responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Premises as Landlord shall request. 20. EMINENT DOMAIN. If all or any substantial part of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, or conveyance in lieu of such appropriation, either party to this Lease shall have the right, at its option, of giving the other, at any time within thirty (30) days after such taking, notice terminating this Lease, except that Tenant may only terminate this Lease by reason of taking or appropriation, if such taking or appropriation shall be so substantial as to interfere with Tenant’s use and occupancy of the Premises. If neither party to this Lease shall so elect to terminate this Lease, the rental thereafter to be paid shall be adjusted on a fair and equitable basis under the circumstances. In addition to the rights of Landlord above, if any substantial part of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, and regardless of whether the Premises or any part thereof are so taken or appropriated, Landlord shall have the right, at its sole option, to terminate this Lease. Landlord shall be entitled to any and all income, rent, award, or any interest whatsoever in or upon any such sum, which may be paid or made in connection with any such public or quasi-public use or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or any part of such sums, other than any separate award which may be made with respect to Tenant’s trade fixtures and moving expenses; Tenant shall make no claim for the value of any unexpired Term. 21. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the Premises, the same shall operate to release Landlord from any future liability upon any of the covenants or conditions, expressed or implied, contained in this Lease in favor of Tenant, and in such event Tenant agrees to look solely to the ability of the successor interest of Landlord in and to this Lease. Except as set forth in this Article 22, this Lease shall not be affected by any such sale and Tenant agrees to attorn to the purchaser or assignee. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease, Landlord may transfer or deliver said security, as such, to Landlord’s successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security. 22. ESTOPPEL CERTIFICATES. 20 Within ten (10) business days following any written request which Landlord may make from time to time, Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect (or, if there have been modifications to this Lease, that this lease is in full force and effect, as modified, and stating the date and nature of such modifications); (c) the date to which the rent and other sums payable under this Lease have been paid; (d) the fact that there are no known, current defaults under this Lease by either Landlord or Tenant except as specified in Tenant’s statement; and (e) such other matters as may be reasonably requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this Article 22 may be relied upon by any mortgagee, beneficiary or purchaser and Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such estoppel certificate. Tenant irrevocably agrees that if Tenant fails to execute and deliver such certificate within such ten (10) day period Landlord or Landlord’s beneficiary or agent may execute and deliver such certificate on Tenant’s behalf, and that such certificate shall be fully binding on Tenant. 23. SURRENDER OF PREMISES. 23.1. Tenant shall, at least thirty (30) days before the last day of the Term, arrange to meet Landlord for a joint inspection of the Premises. In the event of Tenant’s failure to arrange such joint inspection to be held prior to vacating the Premises, Landlord’s inspection at or after Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration. 23.2. At the end of the Term or any renewal of the Term or other sooner termination of this Lease, Tenant will peaceably deliver up to Landlord possession of the Premises, together with all improvements or additions upon or belonging to the same, by whom so ever made, in the same conditions received or first installed, broom clean and free of all debris, excepting only ordinary wear and tear and damage by fire or other casualty. Tenant may, and at Landlord’s request shall, at Tenant’s sole cost, remove upon termination of this Lease, any and all furniture, furnishings, movable partitions of less than full height from floor to ceiling, trade fixtures and other property installed by Tenant, title to which shall not be in or pass automatically to Landlord upon such termination, repairing all damage caused by such removal. Property not so removed shall, unless requested to be removed, be deemed abandoned by the Tenant and title to the same shall thereupon pass to Landlord under this Lease as by a bill of sale. All other alterations, additions and improvements in, on or to the Premises shall be dealt with and disposed of as provided in Article 6 hereof. 21 23.3. All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of the Term. In the event that Tenant’s failure to perform prevents Landlord from releasing the Premises, Tenant shall continue to pay rent pursuant to the provisions of Article 13 until such performance is complete. Upon the expiration or earlier termination of the Term, Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary to repair and restore the Premises as provided in this Lease and/or to discharge Tenant’s obligation for unpaid amounts due or to become due to Landlord. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied. Any otherwise unused Security Deposit shall be credited against the amount payable by Tenant under this Lease. 24 NOTICES. Any notice or document required or permitted to be delivered under this Lease shall be addressed to the intended recipient, shall be transmitted personally, by fully prepaid registered or certified United States Mail return receipt requested, or by reputable independent contract delivery service furnishing a written record of attempted or actual delivery, and shall be deemed to be delivered when tendered for delivery to the addressee at its address set forth on the Reference Page, or at such other address as it has then last specified by written notice delivered in accordance with this Article 25. 25. TAXES PAYABLE BY TENANT. 25.1 Tenant shall be responsible for payment to the appropraite taxing authority of all Taxes as defined in Section 25.1.1. Landlord will contact the taxing authority and establish a personal property account and shall inform the taxing authority of Tenant’s obligation for the Taxes and request any notice for Taxes be sent directly to Tenant with a copy to Landlord. Tenant shall pay Taxes directly to the taxing authority without any further request from Landlord. 25.1.1 “Taxes” shall be defined as:, real estate taxes and any other taxes, charges and assessments which are levied with respect to the Premises or the land appurtenant to the Premises, or with respect to any improvements, fixtures and equipment or other property of Landlord, real or personal, located in the Premises and used in connection with the operation of the Premises and said land, including without limitaton all taxes payable pursuant to Minnesota Statutes Section 272.01, Subd. 2(c). Taxes inlcude all fees, expenses and costs incurred by Landlord in Investigating, protesting, contesting or in any way seeking to reduce or avoid increase in any assessments, levies or the tax rate pertaining to any Taxes to be paid 22 by Landlord in any Lease Year. Taxes shall not include any corporate franchise, or estate, inheritance or net income tax, or tax imposed upon any transfer by Landlord of its interest in this Lease or the Premises. 25.2 In addition to Rent, Taxes, and other charges to be paid by Tenant under this Lease, Tenant shall reimburse to Landlord, upon demand, any new taxes imposed by a federal, state, or local government upon Landlord that Landlord is obligated to pay as a result of Tenant’s use of the premises under this Lease. 25.3 The personal property account will be established as of January 2, 2026 for taxes payable in 2027. Tenant acknowledges that taxes assessed for the final year of the Term (due to termination or expiration of the Lease), will not be payable until the following calendar year, and Tenant shall pay Taxes directly to the taxing authority. 26. DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are for convenience of reference and shall in no way define, increase, limit or describe the scope or intent of any provision of this Lease. Any indemnification or insurance of Landlord shall apply to and inure to the benefit of Landlord and any of its elected or appointed officials, employees, officers, directors, and agents. Any option granted to Landlord shall also include or be exercisable by Landlord’s trustee, beneficiary, agents and employees, as the case may be. In any case where this Lease is signed by more than one person, the obligations under this Lease shall be joint and several. The terms “Tenant” and “Landlord” or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and each of their respective successors, executors, administrators and permitted assigns, according to the context hereof Tenant hereby accepts and agrees to be bound by the figures for the space footage of the Premises shown on the Reference Page. 27. TENANT’S AUTHORITY. If Tenant signs as a corporation Tenant represents and warrants that Tenant has been and is qualified to do business in the state in which the Premises is located, that the corporation has full right and authority to enter into this Lease, and that all persons signing on behalf of the corporation were authorized to do so by appropriate corporate actions. If Tenant signs as a partnership, trust or other legal entity, each of the persons executing this Lease on behalf of Tenant represents and warrants that Tenant has complied with all applicable laws, rules and governmental regulations relative to its right to do business in the state and that such entity on behalf of the Tenant was authorized to do so by any and all appropriate partnership, trust or other actions. Tenant shall furnish 23 to Landlord prior to execution of this Lease, a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the due authorization of Tenant to enter into this Lease. 28. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its provisions. This Lease shall in all respects be Governed by the laws of the State of Minnesota and Tenant acknowledges that the exclusive venue for any action arising out of or related to this Lease shall be the Hennepin County District Court for the State of Minnesota. 29. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 10, the terms, covenants and conditions contained in this Lease shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators and assigns of the parties to this Lease. 30. ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all agreements of the parties to this Lease and supersedes and replaces any previous negotiations and leases. There have been no representations made by the Landlord or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties to this Lease. 31. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a reservation of the Premises. Landlord shall not be bound by this Lease until it has received a copy of this Lease duly executed by Tenant and has delivered to Tenant a copy of this Lease duly executed by Landlord, and until such delivery Landlord reserves the right to exhibit and lease the Premises to other prospective tenants. Notwithstanding anything contained in this Lease to the contrary, Landlord may withhold delivery of possession of the Premises from Tenant until such time as Tenant has paid to Landlord the first month’s rent required by Article 2 and any other sum owed pursuant to this Lease. 32. RECORDATION. Tenant shall not record or register this Lease or a short form memorandum hereof without the prior written consent of Landlord, and then shall pay all charges and taxes incident such recording or registration. 33. LIMITATION OF LIABILITY. 24 Redress for any claim against Landlord under this Lease shall be limited to and enforceable only against and to the extent of Landlord’s interest in the Premises. The obligations of Landlord under this Lease are not intended to and shall not be personally binding on, nor shall any resort be had to the private properties of any of the elected or appointed officials, employees, officers, directors, or agents of Tenant. LANDLORD: TENANT: CITY OF EDEN PRAIRIE JILLIAN DAVIS By:____________________________ ____________________ Ronald A. Case, Its Mayor By:____________________________ Rick Getschow, Its City Manager Dated:________________ Dated:________________ 25 EXHIBIT A DEPICTION OF PREMISES attached to and made a part of Lease bearing the Lease Reference Date of April 1, 2026 Between, City of Eden Prairie, as Landlord and Jillian Davis, as Tenant 26 EXHIBIT B RULES AND REGULATIONS attached to and made a part of Lease bearing the Lease Reference Date of April 1, 2026 Between, City of Eden Prairie, as Landlord and Jillian Davis, as Tenant 1. Tenant shall not (i) conduct or permit any fire, bankruptcy or auction sale (whether real or fictitious) unless directed by order of a court of competent jurisdiction, or conduct or permit any legitimate or fictitious “Going Out of Business” sale nor represent or advertise that it regularly or customarily sells merchandise at “manufacturer’s, “ “distributor’s, “ or “wholesale, “ “warehouse, “ or similar prices or other than at “off price” or at “retail” prices; (ii) use, or permit to be used, the malls or sidewalks adjacent to such Premises, or any other area outside the Premises for solicitation or for the sale or display of any merchandise or for any other business, occupation or undertaking, or for outdoor public meetings, circus or other entertainment (except for promotional activities in cooperation with the management of the Premises or an association of merchants within the Premises); (iii) use or permit to be used any flickering lights or any sound broadcasting or amplifying device which can be heard outside of the Premises; (iv) operate or cause to be operated any “elephant trains” or similar transportation devices; or (v) use or permit to be used any portion of the Premises for any unlawful purpose or use or permit the use of any portion of the Premises as regular living quarters, sleeping apartments or lodging rooms or for the conduct of any manufacturing business. 2. Tenant shall at all times keep the Premises at a temperature sufficiently high to prevent freezing of water pipes and fixtures. Tenant shall not, nor shall Tenant at any time permit, any occupant of the Premises to: (1) use, operate or maintain the Premises in such manner that any rates for any insurance carried by Landlord, or the occupant of any premises within the Premises, shall thereby be increased; or (ii) commit waste, perform any acts or carry on any practices which may injure the Premises or be a nuisance or menace to other tenants in the Premises. 3. Tenant shall not obstruct any sidewalks, passages, exits, entrances, truck ways, loading docks, package pick-up stations, pedestrian sidewalk and ramps, first aid and comfort stations, or stairways of the Premises. No Tenant and no employee or invitee of any Tenant shall go upon the roof of the Premises. 4. If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain, and comply with Landlord’s instructions in their installation. Landlord shall furnish any such instructions within five (5) business days after request from Tenant. 27 5. Tenant shall not place a load upon any floor which exceeds the designed load per square foot or the load permitted by law. Landlord shall have the right to prescribe the weight, size and position of all equipment, materials, furniture or other property brought into the Premises. Heavy objects shall stand on such platforms as determined by Landlord to be necessary to properly distribute the weight. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of Tenant’s store or to any other space to such a degree as to be objectionable to Landlord or to any tenants shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other similar devices. The persons employed to move equipment in or out of Tenant’s store must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any equipment or other property from any cause, and all damage done to the Premises by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant. 6. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it. 7. Tenant shall not install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of Tenant’s store without the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant shall not interfere with radio or television broadcasting or reception from or in the Premises or elsewhere. 8. Tenant shall not install, maintain or operate upon the Premises or in any Common Areas under the exclusive control of Tenant any vending machine or video game without Landlord’s prior written consent. 9. Tenant shall store all of its trash and garbage in containers within the Premises. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord. 10. Tenant shall not use in any space any hand trucks except those equipped with the rubber tires and side guards or such other material handling equipment as Landlord may approve. Tenant shall not bring any other vehicles of any kind into Tenant’s store. 11. Tenant shall not, nor shall Tenant at any time permit any person to, place, erect, or otherwise display any noncommercial sign or similar printed or electronic material on the grounds of the Premises. 12. Landlord may reasonably proscribe the placement, erection, or other display of noncommercial printed or electronic material inside the Premises or on the exterior of any 28 structure on the Premises. Tenant shall at all times comply with such reasonable proscriptions and shall not at any time permit any person to act contrary to such proscriptions. 13. Landlord may waive any one or more of these Rules and Regulations, but no such waiver by Landlord shall prevent Landlord from thereafter enforcing any such Rules and Regulations of the Premises. 14. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Premises. 15. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s employees, agents, clients, customers, invitees and guests. 29 EXHIBIT C MUNICIPAL CONTRACT PROVISIONS attached to and made a part of Lease bearing the Lease Reference Date of April 1, 2026 Between, City of Eden Prairie, as Landlord and Jillian Davis, as Tenant 1. Definitions. The following definitions apply to this Appendix. 1.1 “City” means the City of Eden Prairie. 1.2 “Contracting Party” means Jillian Davis. 1.3 “Contract” means Lease bearing the reference date of April 1, 2026 (City of Eden Prairie as Landlord and Jillian Davis as Tenant). 2. Data Practices Act. The Contracting Party shall at all times abide by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, to the extent that the Act is applicable to data and documents in the hands of the Contracting Party. 3. Audits. The books, records, documents, and accounting procedures and practices of the Contracting Party or other parties relevant to this agreement are subject to examination by the City and either Legislative Auditor or the State Auditor for a period of six years after the effective date of this Contract. 4. Worker’s Compensation. Contracting Party represents and warrants that it has and will maintain during the performance of this agreement worker’s compensation insurance coverage required pursuant to Minn. Stat. § 176.181, subd. 2 and that the certificate of insurance or the written order of the Commissioner of Commerce permitting self insurance of worker’s compensation insurance coverage provided to the City prior to execution of this agreement is current and in force and effect. 5. Discrimination. In performance of this contract, the Contracting Party shall not discriminate on the grounds of or because of race, color, creed, religion, national origin, sex, marital status, gender identity, status with regards to public assistance, disability, sexual orientation, or age against any employee of the Contracting Party, any subcontractor of the Contracting Party, or any applicant for employment. The Contracting Party shall include a similar provision in all contracts with subcontractors to this contract. The Contracting Party further agrees to comply with all aspects of the Minnesota Human Rights Act, Minn. Stat. § 363A.01, et seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 30 6. Conflicts. No salaried officer or employee of the City and no member of the Board of the City shall have a financial interest, direct or indirect, in this contract. The violation of this provision renders the Contract void. Any federal regulations and applicable state statutes shall not be violated. 7. Limitation of Remedies In the event of a breach of the Contract by City, the Contracting Party shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 32 City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.P. Department: Amy Markle, Director, Parks and Recreation ITEM DESCRIPTION 3rd of July Drone Show with SkyGlow Drone Productions REQUESTED ACTION Move to: Authorize entering into an agreement with SkyGlow Drone Productions for the July 3rd drone show in the amount of $20,000. SUMMARY The City of Eden Prairie has provided a high-quality 4th of July Hometown Celebration for the past 30 + years. We are excited to continue the new tradition of offering a sensory-friendly drone show at the July 3rd festivities. The Parks and Recreation Department would like to contract with SkyGlow Drone Productions in 2026, for a fee of $20,000, for a 15-minute, 200- drone custom show in sync with a musical soundtrack. Ancillary costs from $3-5,000 are not listed in standard show pricing based on specific project requirements, so there may be additional costs based on travel and insurance. Eleven different drone companies were contacted to submit a proposal for the July 3 show, and SkyGlow Drone Productions had the most competitive package. They will deliver custom imagery, audio, and expert design tailored to our event theme. Also, they will supply all drones, safety equipment, personnel, and permitting. ATTACHMENTS Drone Show Contract City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Consent Calendar Item Number: VII.Q. Department: Public Works/ Utilities – Rick Wahlen ITEM DESCRIPTION Approval of a professional services agreement with Deloitte Tax, LLP to assist the City in accurately documenting expenses and properly filing tax returns to receive federal tax credits on the construction of the water treatment plant geothermal heating and cooling system. REQUESTED ACTION Move to: Approve Professional Services Agreement in an amount not to exceed $140,000.00 with Deloitte Tax, LLP for tax advisory services in managing the federal tax credit application, accounting of expenses, and filing actions associated with the water treatment plant ground source heat pump HVAC system qualified energy project. SUMMARY The City is undertaking a major heating and cooling system upgrade for the water treatment plant that will qualify for federal Inflation Reduction Act (IRA) tax credits pursuant to Internal Revenue Code (IRC) Section 48 in the amount of at least 30% of the project valuation. The 2026 water utility CIP project is estimated to cost $3.6 million, which means the anticipated tax credit reimbursed to the City will be approximately $1.1 million following the completion of the project. Given the special and complicated nature of the tax documentation process, hiring a specialist to ensure the City properly follows all the necessary procedures to obtain the maximum tax credit is a prudent course of action. Expenses incurred through this professional services agreement will be funded by the City’s water utility capital improvement budget for this specific project. ATTACHMENT Agreement October [ ], 2025 City of Eden Prarie 8080 Mitchell Road Eden Prairie, MN 55344 Dear City of Eden Prairie: Thank you for choosing Deloitte Tax LLP (“Deloitte Tax” or “our”) for tax advisory services (“Services”) for the City of Eden Prairie (“Client”) as Client undertakes an assessment of its eligibility for the Inflation Reduction Act (“IRA”) tax credits programs, as it relates to the 2026 Projects. This engagement letter (“Engagement Letter”) describes the scope of Deloitte Tax Services, the respective responsibilities of Deloitte Tax and Client relating to this engagement letter, and the fees Deloitte Tax expects to charge. Deloitte Transactions and Business Analytics LLP (“DTBA” or “Advisory”), an affiliate of Deloitte Tax, will participate as a subcontractor to Deloitte Tax for a portion of the Services. SCOPE OF SERVICES Workstream 1: Develop Standard Data Requests for Contractors Deloitte Tax will advise Client on the data requests for potential construction contractors pursuing the ground source heat pump HVAC system qualified energy project. This could include, but is not limited to: • Meet and document eligible basis • Meet and document prevailing wage and apprenticeship requirements • Meet and document domestic content • Meet and document beginning of construction • Meet and document placed in service date • Meet and document energy community • Meet and document low income community. Deloitte tax will meet with the Client to review the sample data collection package. Deloitte Tax will summarize the data requests in a sample data collection package that is intended for Client’s internal use in analyzing its related transactions and investment(s). Such memoranda may outline the recommended documentation to collect from contractors and the tax considerations of the related transaction. All Services will be for the internal use of Client to evaluate the tax consequences related to projects and activities. Workstream 2: Project Eligibility Substantiation and Documentation Workstream 2 A – Credit Calculation During this phase, Deloitte Tax will perform a detailed analysis supporting the IRA eligibility of Client’s energy property at the applicable facilities, which is expected to include: 111 S. Wacker Dr. Chicago, IL 60606 USA Tel: +1 312 486 153 Fax: +1 877 821 435 www.deloitte.com City of Eden Prairie October [ ], 2025 Page 2 of 28 • A calculation of the ITC eligible basis of the system property for each applicable project; • A calculation of the IRA incentives, including any necessary credit adders, as well as basis adjustments; • Assistance with Client’s preparation of the relevant supporting statements and tax return elections necessary to claim IRA incentives; and • Assistance with pre-filing registration questions; Workstream 2 B: Tax Memoranda or Slide Deck Documentation Deloitte Tax will issue a tax eligibility documentation, technical tax memorandum or slide deck, analysis supporting IRA eligibility of each selected Project. The deliverable is expected to include analysis of the following: • A calculation of the IRA incentives, including Bonus Adders, required credit reductions, and any basis adjustments necessary; • An analysis of the begun construction and placed-in-service dates of the system property; • If applicable, a summary of ITC recapture provisions; and • Discussion of PWA and Domestic Content eligibility in reference to separate workstream deliverables. Workstream 3: Cost Segregation Workstream 3 – Preliminary Cost Segregation Analysis Cost Segregation Advisory’s cost segregation services will include a preliminary analysis of materials Client, or its representatives make available to Advisory (e.g., design or construction drawings, purchase orders, purchase invoices, construction contracts, and cost records) to identify and classify property for the Project. If provided, Advisory will use the actual invoiced costs for the Project in our preliminary analysis. If actual costs are not made available, Advisory may perform engineering takeoffs and estimate unit prices by using generally recognized construction cost estimating sources (e.g., Marshall & Swift, R. S. Means). Advisory may also segregate certain costs relating to electrical systems by use of the allocation method, a recognized segregation methodology. In performing our analyses, Advisory will preliminarily analyze costs for ITC eligibility under IRC section 48. Advisory will prepare a list of segregated property and will quantify and document, for IRS audit purposes, the direct costs attributable to the respective MACRS asset classes. If applicable, Advisory will distribute “soft” costs (e.g., design, engineering, and construction management fees, contractor overhead, and profit) to the direct costs to calculate the total capitalized basis of the respective property units. The resulting classifications of real and personal property will be based on Advisory’s understanding of Client’s specialized business operations, the Internal Revenue Code, Treasury Regulations, Revenue Rulings and Procedures, and court decisions. If Advisory identifies authorities that appear to be in conflict with Client’s circumstances, the applicable authorities will be brought to Client’s attention to assist in Client’s selection of an appropriate tax depreciation methodology. Componentization of Building Property Using the cost segregation analysis as a foundation, Advisory will prepare a preliminary listing of property units and their cost basis. This listing will identify the assets at a level of detail reasonably consistent with the requirements set forth in the final tangible property regulations (T.D. 9636) (the “Regulations”) on the application of IRC section 263(a). City of Eden Prairie October [ ], 2025 Page 3 of 28 Advisory will communicate with Client throughout the engagement to assist in organizing pertinent information helpful in responding to questions likely to be posed by the taxing authority. Advisory will perform a preliminary cost segregation analysis of the Project based on projected capital expenditures and will update and finalize the cost segregation as of the Project’s commercial operations date using final costs as incurred. Workstream 4: Domestic Content Services Workstream 4A – Domestic Content Analysis and Report If applicable, Deloitte Tax will prepare a document (“Report”) analyzing the eligibility of a Project to meet the domestic content bonus credit requirements under IRC section 45(b)(9) and IRC section 48(a)(11), and associated guidance provided in IRS Notice 2023-38. The Services are expected to include the following: • Analyze relevant project information and cost documentation from manufacturer(s); • Participate in meetings with Client personnel to discuss the facts and circumstances; • Analyze the cost documentation and computations related to the Domestic Cost Percentage (portion of relevant manufactured products costs that are mined, produced, or manufactured in the U.S.) to analyze whether the manufactured products are expected to meet the Adjusted Percentage Rule upon completion of construction; • Prepare a Report that includes: o Background on the relevant tax law; o Summary of Project facts and circumstances; o Methodology undertaken to analyze the data and computations; o Analysis regarding satisfaction of requirements in Notice 2023-38; and o Conclusion regarding domestic content analysis and associated tax credit considerations. Client will provide any third-party cost data that is required for the computations and Deloitte Tax will rely on such information based on satisfaction of our professional standards. Workstream 5: Tax Compliance Workstream 5A – Pre-filing Registration and Tax Compliance • Deloitte Tax will advise Client as Client submits Internal Revenue Service (“IRS”) pre-filing registration for direct pay payment funding for the qualified projects placed in service in the tax year ended December 31, 2026 (“Services”). Client will be responsible for gathering all information and confirmations needed to complete the pre-filing registration. • Once complete and approved, Deloitte Tax will prepare, on behalf of the Client the forms required and identified (see below) to extend the due date of the Form 990-T, Exempt Organization Business Income Tax Return, (“990-T”) and pursue tax credits, tax deductions, bonus credits, tax benefits, and tax incentives provided under the Inflation Reduction Act of 2022 (“IRA”) for the tax year ended December 31, 2026. Tax Return Compliance Services Included Deloitte Tax will prepare the 2026 federal Form 990-T exempt organization return for the Client for the qualified projects placed in service in the tax year ended December 31, 2026. City of Eden Prairie October [ ], 2025 Page 4 of 28 • Deloitte Tax will prepare the following Forms: o Form 3468 for Section 48 Investment Tax Credits o Form 3800 for General Business Credits o Form 8868, Application for extension of time to file an exempt organization return for the 990-T for the tax year ended December 31, 2026. Gathering Relevant Information Deloitte Tax will advise Client as to the necessary documents required for the tax returns and will be in contact with Client to gather the relevant tax information necessary for Deloitte Tax to prepare your tax returns. Completeness and Accuracy of Tax Information In preparing the return, Deloitte Tax will rely on the information that Client is supplying to be accurate and complete to the best of Client’s knowledge. Deloitte Tax’s procedures in connection with the preparation of Client’s tax returns do not include any procedures designed to discover errors or other irregularities in the information that Client provides to Deloitte Tax, should any exist. Although Deloitte Tax may need to ask Client for clarification of some of the information Client provides, Deloitte Tax will not audit or otherwise verify the data Client submits. Deloitte Tax will, however, provide such tax assistance as Deloitte Tax finds necessary for preparation of these returns. Since the returns will reflect the information that Client has provided to Deloitte Tax, Client has the ultimate responsibility for their accuracy; therefore, Client should review each return carefully before Client signs and files it. Electronic Return Filing Client has engaged Deloitte Tax to electronically file (“e-file”) its federal tax return. Deloitte Tax will transmit the tax return(s) in the form of electronic file[s] as authorized by the Client. In order for Deloitte Tax to e-file Client’s returns, Client must provide [a] signed e-file authorization[s] to Deloitte Tax at least seven (7) days prior to transmission to the. Upon receipt of the signed e-file authorization[s], Deloitte Tax will transmit the electronic file[s] without modification other than as necessary to resolve diagnostic or other errors generated as a result of the transmission. The receipt of the signed e-file authorization[s] will be deemed by Deloitte Tax as authorization by Client to e-file Client’s return[s]. Client retains responsibility for compliance with any electronic funds transfer requirements that may apply to the payment of applicable taxes. The Services do not include representation of the Client in administrative taxing authority proceedings. However, Deloitte Tax would generally be willing to represent the Client in such proceedings for an additional fee that is mutually agreed upon and formalized in a written amendment to this agreement. Deloitte Tax will request, gather, and analyze all documents necessary to perform the prefiling registration and tax return compliance items above, including but not limited to, documents related to qualified projects placed in service by the Client in the tax years ended December 31, 2023 and December 31, 2024. Workstream 5B – Ad Hoc Consulting Deloitte Tax will be available to provide Client with ad hoc tax consulting services that do not fall within the scope of the workstreams. Deloitte Tax will assist Client with its internal discussions and advise Client on specific credits and incentives-related tax requirements and considerations, including preparing for and engaging in discussions and meetings with stakeholders and management, on an as-requested basis. City of Eden Prairie October [ ], 2025 Page 5 of 28 In certain situations, Deloitte Tax may summarize our ad hoc advice in a memorandum that is intended solely for Client’s internal use in analyzing its related transactions and investment(s). Such memoranda may outline the proposed steps or tax considerations of the related transaction and summarize the potential tax considerations. All Services will be solely for the internal use of Client to evaluate the tax consequences related to projects and activities. Client agrees and understands that the Services requested from Deloitte Tax include the issuance of a tax memorandum. In that regard, Deloitte Tax will analyze the facts and circumstances necessary to issue the tax memorandum by reviewing the relevant documents provided by Client and will, if appropriate, speak to persons within Client who may be knowledgeable about the issues. Our tax memorandum is not intended to be a formal opinion of potential tax consequences, and accordingly, it will contain certain conditions, which might include, but would not necessarily be limited to, the following: “This memorandum is not intended to be a formal opinion of the tax consequences, and accordingly, it may not contain a full description of all the facts or a complete analysis of all relevant tax issues and authorities. The analysis and conclusions contained in this memorandum are based on our understanding of the facts, assumptions, information, and documents referenced herein, as well as current tax laws and published tax authorities in effect as of the date of this memorandum, which are subject to change. If the facts or assumptions described herein are incorrect or change, or the tax laws change, our analysis and conclusions would likewise be subject to change. Deloitte Tax LLP assumes no obligation to update this memorandum for any future changes in tax law, regulations, or other authorities. This memorandum addresses only the specific tax matters and tax consequences discussed herein and no other federal, state, or local tax matters of any kind were considered. This memorandum is solely for Client’s benefit and may not be relied upon by any other person or entity.” Although Deloitte Tax might in certain circumstances provide Client with draft results of the work before it is finalized, any part of our analysis, including the recommendations or conclusions, may change between the time of any draft results and the issuance of the final Deliverable. Client understands that Client may not rely upon any of the analyses, conclusions, or recommendations unless and until the final Deliverable(s) is issued. To the extent Client and Deloitte Tax mutually agree via an Addendum to this Engagement Letter to proceed with a tax opinion letter, Client shall indemnify and hold harmless Deloitte Tax, and any other Deloitte Entity from all third-party Claims, except to the extent finally determined to have resulted primarily from the intentional fraud, intentional misconduct or bad faith of Deloitte Tax, or any other Deloitte Entity. In circumstances where all or any portion of the provisions of this paragraph are finally determined to be unavailable, the aggregate liability of Deloitte Tax and all other Deloitte Entities (including their respective personnel) for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim. Although Deloitte Tax might in certain circumstances provide Client with drafts of the tax memorandum before it is finalized, Client understands that Client may not rely upon any of the analysis, conclusions, or recommendations unless and until the final tax memorandum is issued. Any part of our analysis, including the recommendations or conclusions may change between the time of any draft and the issuance of a final tax memorandum. It is contemplated that the Services requested from Deloitte Tax may include oral and written advice, consulting, recommendations, and other communications rendered in response to specific tax questions posed by Client. Deloitte Tax’s analysis of these issues may be based upon a review of the various documentation including, but not limited to, books and records (collectively, “books and records”) relevant to Client’s transactions and City of Eden Prairie October [ ], 2025 Page 6 of 28 business activity that Client provides to Deloitte Tax. Deloitte Tax may ask Client to clarify or supplement information provided in this context. Deloitte Tax will not provide any active models or formula-driven Excel files as part of the Services. Additionally, any updates to deliverables or analysis related to any credit recapture issues will be agreed upon as part of a subsequent work order, as applicable. TAX POSITIONS, POTENTIAL PENALTIES, TAXING AUTHORITY AUDITS In accordance with our professional standards, while in the course of performing our Services should Deloitte Tax become aware of tax return positions for which either you or Deloitte Tax may be subject to potential penalties by taxing authorities, Deloitte Tax will discuss with you these positions including how any such penalties may be avoided through adequate disclosures to taxing authorities. You should be aware that as a tax return preparer, Deloitte Tax may be required to satisfy disclosure requirements that may exceed those applicable to you. In those instances where Deloitte Tax is aware of tax return positions that may trigger an accuracy-related tax preparer penalty under IRC sections 6662 or 6694 (or comparable state provisions), Deloitte Tax will include in the returns we prepare the disclosures necessary to avoid such penalties. Our Services do not include representation of you in administrative taxing authority proceedings other than those specified as the Services and Advice (as hereinafter defined). However, Deloitte Tax would represent you in such additional proceedings related to the Services for an additional fee that is mutually agreed upon. ACKNOWLEDGEMENTS AND AGREEMENTS The Services will be performed in accordance with the Statement on Standards for Consulting Services established by the American Institute of Certified Public Accountants (“AICPA”). Services to be performed by Deloitte Tax will be established by mutual agreement and can be changed or modified in the same manner. Deloitte Tax will promptly inform Client of any circumstances that warrant a change in the scope of the specific services to be provided, and similarly, Client agrees to notify Deloitte Tax promptly if modifications to the Services are requested. Client acknowledges and agrees that the Services provided pursuant to this Engagement Letter will be based solely upon: (a) The representations, information, documents, and other facts provided to Deloitte Tax by Client, its personnel, and any representatives thereof; (b) Client’s understanding that the review of documents under this Engagement Letter does not constitute an engagement to provide audit, compilation, review, or attest services as described in the pronouncements on professional standards issued by the AICPA or the US Public Company Accounting Oversight Board (“PCAOB”); (c) Client’s understanding that Deloitte Tax will only be responsible to provide tax advice with respect to the specific matter, transaction or question actually presented by Client, including the type of tax and the taxing jurisdiction specifically identified by Client (e.g., federal, foreign, state, local, sales, excise, etc.); (d) Client’s understanding that any tax advice provided pursuant hereto will be based upon the law, regulations, cases, rulings, and other taxing authority in effect at the time specific tax advice is provided. If there are subsequent changes in or to the taxing authorities (for which Deloitte Tax shall have no specific responsibility City of Eden Prairie October [ ], 2025 Page 7 of 28 to advise Client), Client acknowledges that such changes may result in that tax advice foregoing being rendered invalid or necessitate (upon Client’s request) a reconsideration of that prior tax advice; (e) Client’s understanding that the results of Deloitte Tax’s tax advice may be audited and challenged by the IRS and other tax agencies, who may not agree with our positions. In this regard, Client understands that the result of any tax advice is not binding on the IRS, other tax agencies, or the courts and should never be considered a representation, warranty, or guarantee that the IRS, other tax agencies, or the courts will concur with our advice or opinion. (f) Client’s understanding that Deloitte Tax, as a result of providing such tax advice, is under no obligation to represent Client with respect to any such challenge or an administrative or judicial challenge thereof. Deloitte Tax would generally be available to represent Client before the appropriate taxing authorities, if permissible, for an additional fee that is mutually agreed upon. (g) Client’s understanding that Deloitte Tax will not perform any federal, state or local lobbying activity on behalf of Client or any other party in connection with this engagement. Client will be responsible for defining and monitoring its own activities for purposes of compliance with applicable lobbying requirements, including any registration and reporting requirements. In connection with this engagement, Deloitte Tax will not (i) engage in direct communications with any federal, state or local government officials or employees on behalf of Client, or (ii) attend any meetings with Client or on its behalf where any federal, state or local government officials or employees will be present, if such activities would require lobbyist registration for Deloitte Tax or any of its personnel under applicable laws and regulations in any applicable jurisdiction; (h) Client acknowledges that Deloitte Tax is not providing legal services under the terms of this engagement, and any advice or recommendation provided under this engagement should not be relied on as legal advice. Neither party intends that the services provided hereunder shall be deemed to constitute the practice of law, and Deloitte Tax does not engage in the practice of law. The Client should look to its legal counsel for legal advice in connection with these matters Deloitte Tax will follow its internal work paper retention policy with respect to this engagement. Client’s permanent records will consist of reports and deliverables defined above and delivered during this engagement. INCREASED FEES DUE TO CHANGE IN SCOPE OF SERVICES OR NEW ISSUES, INCLUDING CHANGES RELATED TO THE INFLATION REDUCTION ACT The Inflation Reduction Act of 2022 (“IRA”) has altered numerous areas of the Internal Revenue Code. Updated regulations and other guidance continue to be released related to the IRA, which could continue to have a significant impact on Client Party’s current and future federal, state, and local tax obligations. As the full impact of the 2022 IRA on Client Party’s overall tax situation and this engagement continues to evolve, the scope of our Services may need to change. In the event there is a mutually agreed upon change in the scope of our Services, whether related to the continuing impact of the IRA or for any other reason (e.g., other items that would impact the amount of time incurred to perform the Services as currently contemplated), it may be necessary to discuss a change in our fee estimate with you. Our fees for such out-of-scope services will generally be based on the amount of professional time incurred and our agreed-upon hourly rates, which vary depending upon the experience level of the professionals involved. Deloitte Tax will bring these items to Client Party’s attention and will discuss the associated additional fees for such out-of-scope services prior to proceeding. ACCESS TO INDIVIDUALS AND DATA Client will be responsible for responding to information requests issued by Deloitte Tax in a timely manner and will assist Deloitte Tax with obtaining access to the individuals necessary to complete these Services. In order to City of Eden Prairie October [ ], 2025 Page 8 of 28 ensure the timely completion of our Services, Deloitte Tax recommends that Client identify a Project Champion who will be responsible for assisting Deloitte Tax with facilitating these Services. COMMITMENT OF CLIENT PERSONNEL & MANAGEMENT BUY-IN In order to provide the Services, the reasonable, but full, cooperation of the necessary technical, cost accounting, and financial personnel is crucial. Experience indicates that inadequate support of the Services by Client personnel will result in Client sustaining substantially less benefit than if Client’s personnel provide complete assistance. The necessary tax, accounting, and technical personnel must be willing to dedicate the time to meet with the Deloitte Tax professionals and assist with follow-up issues as requested. Securing buy-in for the Services from the relevant Client management is critical in encouraging company personnel to support this engagement. Experience indicates that a tax advisory engagement will be more successful if all appropriate levels of management support the Services and dedicate the needed resources. OTHER MATTERS Client agrees and acknowledges that the Services may include advice and recommendations, and that Deloitte Tax shall have no responsibility for decision making and the implementation of such advice and recommendations. Client shall be solely responsible for, among other things: (a) making all management decisions and performing all management functions; (b) designating a competent member of management to oversee Deloitte Tax’s services hereunder; (c) evaluating on behalf of the Client the adequacy and results of such services; (d) accepting responsibility for the results of such services; and (e) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities. CONSENT FOR DISCLOSURE AND USE OF TAX RETURN INFORMATION Client authorizes that any and all information (i) furnished to Deloitte Tax for or in connection with the Services under this Engagement Letter, (ii) derived or generated by Deloitte Tax from the information described in (i) above, or (iii) associated with prior years’ tax return information in the possession of Deloitte Tax may, for a period of up to eight (8) years from the end of the tax year to which the information relates, be disclosed to and considered and used by any Deloitte Tax affiliate, related entity (or its affiliate) or subcontractor, in each case, whether located within or outside the United States, engaged directly or indirectly in providing Services under this Engagement Letter, tax planning or preparation of tax returns, audited financial statements, or other financial statements or financial information as required by a government authority, municipality or regulatory body. Disclosures under this paragraph may consist of all information contained in Client’s tax returns; if Client wishes to request a more limited disclosure of tax return information, Client must inform Deloitte Tax. Client acknowledges that Client’s tax return information may be disclosed to Deloitte Tax affiliates, related entities (or their affiliates) or subcontractors located outside of the United States. ESTIMATED TIMING OF SERVICES The timing of the Deloitte Tax Services is dependent upon timely responses to our requests for information and/or documentation, and discussions with Client’s personnel. FEES AND EXPENSES The Deloitte Tax fees for the Services will be billed based on the amount of professional time incurred at the agreed-upon hourly billing rates, which vary depending upon the experience level of the professionals involved, plus (i) reasonable out-of-pocket expenses and (ii) a separate allocation of estimated administrative and technology costs incurred (e.g., tax technology, research materials, etc.) equal to eight (8) percent of City of Eden Prairie October [ ], 2025 Page 9 of 28 professional fees. Hourly rates of our Washington National Tax and other subject matter specialists may exceed the hourly rates of our local office professionals. The fees and expenses are not dependent upon the findings or results of the Services or the ultimate resolution of any items with the tax authorities nor are those amounts contingent or refundable. Fees for Internal Revenue Service (“IRS”) and/or state examination support are not included in the fees stated. The agreed-upon hourly rates, discounted from our standard rates, are as follows: Partner, Principal, Managing Director $525/hour Senior Manager $425/hour Manager $350/hour Senior Associate $230/hour Staff $185/hour Deloitte Tax estimates the fees for each phase to be: • 2026 Workstream 1: Fees for this workstream are not to exceed $20,000, which will be billed monthly as incurred. • 2026 Workstreams(s) 2, 3, and 6: Fees for these workstreams are not to exceed $120,000, which will be billed monthly as incurred. • 2026 Workstream 4: Fees for this workstream are not to exceed $70,000, which will be billed monthly as incurred. The balance of any remaining as well as any additional agreed to fees and/or expenses will be billed monthly following thirty (30) days after the date of the last invoice issued, as applicable. Reasonable out-of-pocket expenses incurred and the allocated costs are billed as additional amounts on the dates included in the billing schedule above. TERMINATION AFTER COMMENCEMENT OF THE SERVICES If Client terminates the Services after the commencement and prior to the completion of the Services, the fee due and payable will be based upon hours incurred at our agreed-upon rates, which vary based on the level of the Deloitte Tax personnel performing the services, for all work performed through the date of termination, plus expenses. IMPACT ON FEES DUE TO FAILURE TO PROVIDE REQUESTED INFORMATION Deloitte Tax assumes that Client will provide timely and complete information as requested. In the event that Client is unable to provide requested information in a manner suitable to perform our services by agreed-upon deadlines, Deloitte Tax may incur additional time necessary to analyze the required information or perform a portion of our services, resulting in an increase to our overall fees. To the extent the charges for these additional services will exceed 10% of the overall fees for this engagement, Deloitte Tax will inform Client prior to incurring such additional time. ENGAGEMENT CONTACT INFORMATION City of Eden Prairie October [ ], 2025 Page 10 of 28 The Services will be provided by Deloitte Tax’s Gi3 group as well as affiliate entities, and will include experienced professionals at the national level as well as local professionals as appropriate. The key engagement leaders for this engagement are: Name Title Phone Number Email Address Gi3 Managing Director Bryant Katta (312) 486-3677 bkatta@deloitte.com BTS Senior Manager Elise Kelly (952) 256-2194 eliskelly@deloitte.com ACCEPTANCE This Engagement Letter, together with the General Business Terms attached hereto and thereto, constitutes the entire agreement between Client and Deloitte Tax with respect to this overall contractual framework, supersedes all other oral and written representations, understandings or agreements relating to this framework, and may not be amended except by the mutual written agreement of the Client and Deloitte Tax. Please indicate your acceptance of this agreement by signing in the space provided below and returning a copy of this Engagement Letter to our office. Your signature constitutes Client’s consent to disclosure and use of Client’s tax return information in the manner described above. Your signature also constitutes acknowledgment of receipt of the attached Privacy Notice. Thank you for giving Deloitte Tax the opportunity to serve you. If you have any questions regarding the tax Services described in this Engagement Letter, or any other assistance that Deloitte Tax may provide to you, please feel free to contact me at 312.486.3677 or Elise Kelly at 952.256.2194. Very truly yours, AGREED AND ACCEPTED DELOITTE TAX LLP CITY OF EDEN PRAIRIE :By: ________________________________ ;By: Bryant Katta Ronald A. Case Tax Managing Director Mayor By: __________________________________ Rick Getschow City Manager ;Date: DELOITTE TAX LLP GENERAL BUSINESS TERMS 1. Contract and Parties. (a) The engagement letter and any appendices and exhibits other than these General Business Terms (“Engagement Letter”) issued by Deloitte Tax LLP (“Deloitte Tax”) and addressed to the Client, a particular work order associated with such Engagement Letter (“Work Order”), if any, and these General Business Terms (together, the “Contract”) constitute the whole agreement between the Client and Deloitte Tax in relation to the services, delivered work product (including Advice as defined below) described in the Contract to be provided by Deloitte Tax (the “Services”) and Deloitte Tax’s responsibilities for providing the Services. Capitalized terms not defined in these General Business Terms shall have the meaning given to them in the Engagement Letter. (b) This Contract is between the Client and Deloitte Tax. For the purposes of this Contract: “Client” shall mean the entity specified in the Engagement Letter and shall include such of the Client’s subsidiaries and/or affiliates as identified in the Engagement Letter and/or Work Order or, if none is identified, all of the Client’s subsidiaries and affiliates. The signatory of the Engagement Letter represents and warrants that it has the power and authority to (i) sign the Contract, and (ii) to bind, itself and its subsidiaries and/or affiliates. “Advice” shall mean all advice, opinions, reports and other work product in any form (including Deliverables) provided by or on behalf of Deloitte Tax and/or its Subcontractors as part of the Services. “Content” means any publications, thought pieces or other content or materials that are provided by Deloitte Tax or through the Deloitte Technologies that are not an output of the Services. “Deliverables” means any and all tangible work outputs of the Services to be delivered by Deloitte Tax as part of the Services, including written returns, reports, documents and other materials. (c) Deloitte Tax may subcontract any Services under this Contract to any other Deloitte Entity and/or to any other third party, in either case whether within or outside of the United States (collectively “Subcontractor”). Additionally, Deloitte Tax may utilize other Deloitte Entities and third parties (in either case whether within or outside the United States) to provide administrative, infrastructure, hosting, the use of cloud-based solutions and other support services to Deloitte Tax (including with respect to the Deloitte Technologies). The Client’s relationship is solely with Deloitte Tax as the entity contracting to provide the Services. Each party to the Contract is an independent contractor and neither party is, nor shall be considered to be, the other’s agent, distributor, partner, fiduciary, joint venturer, co-owner, or representative. (d) Deloitte Tax remains responsible to the Client for all of the Services performed or to be performed under this Contract, including Services performed by its Subcontractors. Accordingly, to the fullest extent possible under applicable law (i) none of the Deloitte Entities (except Deloitte Tax) will have any liability to the Client; (ii) the Client will not bring any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise, and including, but not limited to, a claim for negligence) in any way in respect of or in connection with this Contract against any of the Deloitte Entities (except Deloitte Tax); and (iii) the Client will also ensure that no Client subsidiary or affiliate which is not a party to the Contract brings any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise, and including, but not limited to, a claim for negligence) in any way in respect of or in connection with this Contract against any of the Deloitte Entities. (e) “Deloitte Entities” means Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its member firms and their respective subsidiaries and affiliates (including Deloitte Tax), their predecessors, successors and assignees, and all partners, principals, members, owners, directors, employees, subcontractors (including the Subcontractors) and agents of all such entities. Neither DTTL nor, except as expressly provided herein, any member firm of DTTL, has any liability for each other’s acts or omissions. Each member firm of DTTL is a separate and independent legal entity operating under the names “Deloitte”, “Deloitte & Touche”, “Deloitte Touche Tohmatsu” or other related names; and services are provided by member firms or their subsidiaries or affiliates and not by DTTL. 2. Responsibilities of the Client and of Deloitte Tax. (a) Responsibilities of the Client (i) The Client shall cooperate with Deloitte Tax and its Subcontractors in connection with the performance of the Services, including, without limitation, providing Deloitte Tax and its Subcontractors with reasonable facilities and timely access to data, information and personnel of the Client. The Client shall be responsible for the performance of its personnel and third parties retained by the Client, for the timeliness, accuracy and completeness of all data and information (including all financial information and statements) provided to Deloitte Tax and its Subcontractors by or on behalf of the Client and for the implementation of any Advice provided. Deloitte Tax and its Subcontractors may use and rely on information and data furnished by the Client or others without verification. The performance of the Services is dependent upon the timely performance of the Client’s responsibilities under the Contract and timely decisions and approvals of the Client in connection with the Services. Deloitte Tax and its Subcontractors shall be entitled to rely on all decisions and approvals of the Client. (ii) The Client shall be solely responsible for, among other things: (A) making all management decisions, performing all management functions and assuming all management responsibilities; (B) designating one or more individuals who possess suitable skill, knowledge, and/or experience, preferably within senior management to oversee the Services; (C) evaluating the adequacy and results of the Services; (D) accepting responsibility for implementing the results of the Services; and (E) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities. The provisions in the preceding sentence are not intended to and do not alter, modify or change in any manner the duties and obligations of Deloitte Tax as agreed to and set forth in this Contract. With respect to the data and information provided by the Client to Deloitte Tax or its Subcontractors for the performance of the Services, the Client shall have all rights required to provide such data and information and shall do so only in accordance with applicable law and with any procedures agreed upon in writing. (b) Responsibilities of Deloitte Tax (i) The Services provided are not binding on tax or other governmental or regulatory authorities or the courts and do not constitute a representation, warranty, or guarantee that the tax or other governmental or regulatory authorities or the courts will concur with any Advice. Any Services provided by or on behalf of Deloitte Tax will be based upon the law, regulations, cases, rulings, and other tax authority in effect at the time the specific Services are provided. Subsequent changes in or to the foregoing (for which Deloitte Tax shall have no responsibility to advise the Client) may result in the Services provided by or on behalf of Deloitte Tax being rendered invalid. (ii) Except as specifically agreed to in writing, Deloitte Tax shall not provide Advice regarding the financial accounting treatment of any transaction implemented from the Services and will not assume any responsibility for any financial reporting with respect to the Services. Deloitte Tax shall have no responsibility to address any legal matters or questions of law, other than tax law in relation to the Services. (iii) In formulating any Advice as part of the Services, Deloitte Tax may discuss ideas with the Client orally or show the Client drafts of such Advice. To the extent that the content of drafts or oral Advice are expected to be finalized and confirmed to the Client in writing, such confirmed Advice shall supersede any previous drafts or oral Advice and Deloitte Tax shall not be responsible if the Client or others choose to rely on, act or refrain from acting on the basis of any drafts or oral Advice. (iv) Deloitte Tax will use its reasonable endeavors, acting in a commercially prudent manner, to carry out the Services in accordance with any timetable specified in the Contract. However, it is agreed that any dates specified in the Contract for the performance of any part of the Services, including delivery of any Advice, are estimated dates for planning purposes only. Deloitte Tax will notify the Client promptly if it expects or encounters any significant delays which will materially affect achievement of any timetable for delivery of the Services. (v) Unless expressly agreed otherwise in writing, each item of Advice will be deemed accepted (and the Services or relevant part completed) when such Advice has been delivered in its final form and no material objection to the Advice or its content is notified by the Client to Deloitte Tax in writing within fourteen (14) days of delivery or when first use of the Advice is made by or on behalf of the Client, whichever occurs first. 3. Payment of Invoices. Deloitte Tax’s invoices are due and payable by the Client upon presentation. If payment of an invoice is not received within thirty (30) days of the invoice date (“Due Date”), Deloitte Tax reserves the right to charge interest at the rate of (i) 1½% per month or, if higher, (ii) the rate mandated or allowable by law, in each case compounded monthly to the extent allowable by law. Without limiting its other rights or remedies, Deloitte Tax shall have the right to suspend or terminate the Services entirely or in part if payment is not received by the Due Date. The Client shall be responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the Services, other than Deloitte Tax’s income and property taxes. If any portion of an invoice is disputed, the Client shall notify Deloitte Tax within fifteen (15) days of receipt of the disputed invoice and pay the undisputed portion of that invoice by the Due Date. 4. Term. (a) This Contract or any Work Order hereunder, may be terminated in whole or in part by either party at any time, without cause, by giving written notice to the other party not less than thirty (30) days before the effective date of termination. (b) Either party may terminate this Contract or any Work Order hereunder in whole or in part by written notice to the other on or at any time after the occurrence of any of the following events: (i) a material breach by the other party of an obligation under the Contract or any respective Work Order hereunder and, if the breach is capable of remedy, the defaulting party failing to remedy the breach within 30 days of receipt of notice of such breach; (ii) the other party becomes insolvent or goes into liquidation; (iii) the other party has a resolution passed or a petition presented for its winding-up or dissolution (other than for the purpose of a solvent amalgamation or reconstruction); (iv) the making of an administration order in relation to the other party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other party; (v) the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; (vi) the other party has violated any statutes, ordinances, rules, or regulations pertaining to such party in the provision or receipt of Services under this Contract; or (vii) any event analogous to those set out in (ii) to (v) in any relevant jurisdiction. (c) Deloitte Tax may terminate this Contract or any Work Order hereunder in whole or in part, with immediate effect upon written notice to the Client if Deloitte Tax determines that (i) a governmental, regulatory, or professional entity, or other entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render Deloitte Tax’s performance of any part of the Contract illegal or otherwise unlawful or in conflict with independence or professional rules; or (ii) circumstances change (including, without limitation, changes in ownership of the Client or of its affiliates) so that Deloitte Tax’s performance of any part of the Contract would be illegal or otherwise unlawful or in conflict with independence or professional rules. (d) Upon termination of the Contract or any Work Order hereunder for any reason, the Client will compensate Deloitte Tax in accordance with the terms of the Contract for the Services performed and expenses incurred through the effective date of termination. (e) Termination of any part of the Contract shall not affect the remainder of the Contract. These General Business Terms shall continue to apply to any Work Order in force that has not itself been terminated in accordance with the provisions of Paragraphs 4(a), (b) or (c). 5. Ownership of Deloitte Property & Work Products. (a) To the extent that any property (whether tangible or intangible) of any Deloitte Entity is used or developed in connection with this Contract, such property, including work papers, shall remain the property of the relevant Deloitte Entity. Subject to payment of all of Deloitte Tax’s fees due in connection with the Services and this Contract, the Client shall obtain a perpetual, royalty-free, non-exclusive, non-transferable license to use any Advice for the purpose set out in the Contract (or in the Advice) and in compliance with the provisions of this Contract. Deloitte Tax shall have ownership (including, without limitation, copyright and other intellectual property ownership) of the Advice and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting its business, and the Client shall ensure that it and its subsidiaries and/or affiliates do not assert or cause to be asserted against any Deloitte Entity any prohibition or restraint from so doing. Any intellectual property and other proprietary rights in the material and data provided by the Client for performing the Services shall remain the property of the Client. (b) Deloitte Tax and its Subcontractors, in connection with performing the Services, may develop or acquire general experience, skills, knowledge and ideas. Any Deloitte Entity may use and disclose such experience, skills, knowledge and ideas subject to the obligations of confidentiality set out in Paragraph 10. (c) The Client shall also be entitled to have access to and use of those Deloitte Technologies supplied solely for the purposes of receiving the Services, and for no other purposes, in accordance with and subject to the provisions of the terms of use and licenses that may be applicable to such Deloitte Technologies as notified by Deloitte Tax and agreed by the Client (acting reasonably). Client shall be responsible for all personnel (including other third parties, such as advisors) that Client and Deloitte Tax have agreed shall have access to the Deloitte Technologies in connection with the Services. As between the Client and Deloitte Tax, and for the benefit of the respective Deloitte Entity owning the Deloitte Technologies, Deloitte Tax and/or the respective Deloitte Entity will own and retain ownership of all intellectual property rights and other proprietary rights of any kind in the Deloitte Technologies that are used or developed in connection with this Contract. (d) To the extent any Deloitte Technologies provided to Client hereunder constitute inventory within the meaning of section 471 of the Internal Revenue Code, such Deloitte Technologies are licensed to Client by Deloitte Tax as agent for Deloitte Tax Products Company LLC on the terms and conditions contained herein. The rights granted in this Paragraph 5 do not apply to any intellectual property that is subject to a separate mutually executed license agreement between Client and any third party (including Deloitte Tax’s affiliates). (e) “Deloitte Technologies” means all know-how and software, system interfaces, templates, methodologies, ideas, concepts, techniques, tools, processes, Content and technologies, including cloud-based technologies and algorithms owned by, licensed to or developed by any Deloitte Entity and used by Deloitte Tax and its Subcontractors in performing the Services or its other obligations. 6. Limitations on Damages. (a) Deloitte Tax shall not be liable to the Client for any claims, liabilities, losses, damages, costs or expenses arising under or in connection with the Contract (“Claims”) for an aggregate amount in excess of the fees paid under the Contract, or the fees paid under a particular Work Order for Claims arising under such Work Order, by the Client to Deloitte Tax, for that part of the Services giving rise to the Claim, except to the extent it is finally determined to have resulted primarily from the intentional fraud, intentional misconduct or bad faith of Deloitte Tax, any Deloitte Entity or any Subcontractor retained for providing the Services to the Client. (b) In no event shall any Deloitte Entity (including Deloitte Tax and its Subcontractors) be liable whether in contract, tort or otherwise for any losses incurred as a result of loss of use, contracts, data, goodwill, revenues or profits (whether or not deemed to constitute direct Claims) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense arising under or in connection with the Contract. (c) In circumstances where all or any portion of the provisions of this Paragraph 6 are finally determined to be unavailable, the aggregate liability of Deloitte Tax, any other Deloitte Entity (including Subcontractors) and their respective personnel for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim. (d) Deloitte Tax’s responsibility for the Services is solely toward the Client identified in the Contract or Advice to be entitled to rely on the Services, and not toward any other subsidiary or affiliate of the Client. If more than one Client subsidiary or affiliate is a party to the Contract or is identified in the Contract, Deloitte Tax’s responsibility is solely toward the Client for whose benefit the Services were provided. (e) The liability cap in Paragraph 6(a) applies in aggregate to each and all Claims which from time to time arise under or in connection with the Contract and the Services, whether such Claims are made at the same or different times or by the Client entity and/or other persons. The liability cap in Paragraph 6(a) also applies to any and all Claims against any other Deloitte Entities, including the Subcontractors, if and only to the extent that it is judicially determined that any of them have any liability under or in connection with the Contract or the Services. (f) If the liability exclusion for other Deloitte Entities provided in Paragraph 1(d) is for any reason not effective, then the limitations on liability provided for in this Paragraph 6 shall apply to the other Deloitte Entities (including Subcontractors) as if they were named therein. (g) The provisions of Paragraph 6 shall not apply to any liability which by the governing law of the Contract is unlawful to limit or exclude. 7. Limitation on Warranties. THIS IS A SERVICES AGREEMENT. DELOITTE TAX WARRANTS THAT IT SHALL PERFORM THE SERVICES IN GOOD FAITH AND WITH DUE PROFESSIONAL CARE AND SKILL. TO THE FULLEST EXTENT PERMITTED BY LAW, DELOITTE TAX DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8. Force Majeure. Neither party shall be liable for any delays or nonperformance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority. 9. Limitation on Actions. No action, regardless of form, relating to the Contract or the Services, may be brought by either party more than two years after the cause of action has accrued under applicable law, except that an action for non-payment of Deloitte Tax’s invoices by the Client may be brought at any time. 10. Confidentiality. (a) To the extent that, in connection with the Contract, Deloitte Tax comes into possession of any tax or other information related to the Services, trade secrets or other proprietary information relating to the Client which is either designated by the disclosing party as confidential or is by its nature clearly confidential (“Confidential Information”), Deloitte Tax shall not disclose such Confidential Information to any third party without the Client’s consent. The Client hereby consents to Deloitte Tax disclosing such Confidential Information (i) to contractors providing administrative, infrastructure, hosting, cloud-based solutions and other support services to Deloitte Tax as well as to any Deloitte Entity (including any Subcontractors) and their respective personnel, in any case, whether located within or outside of the United States, provided that such contractors and Subcontractors adhere to confidentiality obligations similar to those in this Paragraph 10; (ii) to Client’s legal advisors, auditors, and insurers; and (iii) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with potential or actual mediation, arbitration or litigation. To the extent permitted by applicable law or regulation, Deloitte Tax shall provide the Client with prompt written notice of disclosures required by law, regulation, judicial or administrative process. The obligation of confidentiality shall not apply to the extent such Confidential Information (A) is or becomes publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a breach by Deloitte Tax; (B) becomes available to any Deloitte Entity on a non-confidential basis from a source other than the Client which Deloitte Tax reasonably believes is not prohibited from disclosing such Confidential Information to Deloitte Tax by an obligation of confidentiality to the Client; (C) is known by any Deloitte Entity prior to its receipt from the Client without any obligation of confidentiality; or (D) is developed by any Deloitte Entity independently of Confidential Information disclosed by the Client. (b) The Client shall not disclose to any third party any Advice without the express written consent of Deloitte Tax, except (i) disclosure may be made to the extent mandatory laws, applicable regulations, rules and professional obligations prohibit limitations on disclosure; (ii) if the Client or its affiliates have securities registered with the United States Securities and Exchange Commission and any Deloitte Entity is the auditor of the Client or any of its affiliates, in which case no restrictions or limitations are placed by Deloitte Tax on the Client’s disclosure of the tax treatment or tax structure associated with the tax Services or transactions described in the Contract and the Client acknowledges that none of its other advisors has imposed or will impose restrictions or limitations with such tax treatment or tax structure; (iii) to the extent the United States Internal Revenue Code and applicable Internal Revenue Service guidance relating to confidential tax shelters (or comparable law or guidance from other taxing authorities in other jurisdictions) apply, in which case there are no restrictions or limitations on the disclosure of the tax treatment or tax structure; (iv) to the extent legislation or regulations of any jurisdiction provide for the reporting to the tax authorities of certain tax arrangements or transactions, there shall be no restrictions or limitations on the disclosure of any such arrangements or transactions provided as part of the Advice; (v) the Client may disclose the Advice on a need to know basis to any affiliate that is not a member of the Client for information purposes only, provided that the Client ensures and the recipient undertakes to keep such Advice confidential and not to bring any claim of any kind against any Deloitte Entity in relation to the Advice or the Services; (vi) on a need to know basis to statutory auditors of the Client in their capacity as such; and (vii) as required by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, provided that Client shall provide reasonable notice to Deloitte Tax prior to any such disclosure. (c) The Client shall use the Advice, solely for the purposes specified in the Contract or Advice and, without limitation, shall not, without the prior written consent of Deloitte Tax, use any Advice, in connection with any business decisions of any third party or for advertisement purposes. All Services are intended only for the benefit of the Client identified in the Contract or Advice as being entitled to rely on the Advice. The mere receipt of any Advice (or any information derived therefrom) by any other persons is not intended to create any duty of care, professional relationship or any present or future liability of any kind between those persons and Deloitte Tax. 11. Assignment. Neither party may assign or otherwise transfer this Contract without the prior express written consent of the other. Neither party will directly or indirectly agree to assign or transfer to a third party any Claim against the other party arising out of this Contract. 12. Indemnification. (a) Deloitte Tax shall indemnify, defend, and hold harmless Client and its elected and appointed officials, and employees from all Claims attributable to claims of third parties solely for bodily injury, death, or physical damage to real or tangible personal property, to the extent directly and proximately caused by the negligence or intentional misconduct of Deloitte Tax while engaged in the performance of the Services. (b) Deloitte Tax shall indemnify, defend, and hold harmless Client and its elected and appointed officials, and employees from all Claims attributable to claims of third parties for infringement by a Deliverable of any U.S. patent existing at the time of delivery and known to Deloitte Tax or copyright or any unauthorized use of any trade secret, except to the extent that such infringement or unauthorized use arises from, or could have been avoided except for (i) modification of the Deliverable other than by Deloitte Tax or its Subcontractors, or use thereof in a manner not contemplated by the Work Order, (ii) the failure of the indemnified party to use any corrections or modifications made available by Deloitte Tax, (iii) information, materials, instructions, specifications, requirements, or designs provided by or on behalf of the indemnified party, or (iv) the use of the Deliverable in combination with any platform, product, network, or data not provided by Deloitte Tax. If Client’s use of any such Deliverable, or any portion thereof, is or is likely to be enjoined by order of a court of competent jurisdiction as such an infringement or unauthorized use, Deloitte Tax, at its option and expense, shall have the right to (x) procure for Client the continued use of such Deliverable, (y) replace such Deliverable with a non- infringing Deliverable, or (z) modify such Deliverable so it becomes non-infringing; provided that, if (y) or (z) is the option chosen by Deloitte Tax, the replacement or modified Deliverable is capable of performing substantially the same function. In the event Deloitte Tax cannot reasonably procure, replace, or modify such Deliverable in accordance with the immediately preceding sentence, Deloitte Tax may require Client to cease use of such Deliverable and refund the professional fees paid to Deloitte Tax with respect to the Services giving rise to such Deliverable. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the indemnified parties, and the sole and exclusive obligation of Deloitte Tax, relating to a claim that any of Deloitte Tax’s Deliverables infringes any patent, copyright, or other intellectual property right of a third party. 13. Electronic Communications. (a) Except as instructed otherwise in writing, Deloitte Entities and the Client are authorized to receive properly addressed fax, e-mail (including e-mails exchanged via Internet media) and voicemail communication for both sensitive and non-sensitive documents and other communications concerning this Contract, as well as other means of communication used or accepted by the other. Deloitte Entities may also communicate electronically with tax and other authorities. (b) It is recognized that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and, to the fullest extent permitted by law, will not be responsible to the other on any basis (contract, tort or otherwise) for any loss, damage or omission in any way arising from the use of the internet or from access by any Deloitte Entity personnel to networks, applications, electronic data or other systems of the Client. 14. Other Clients. Nothing in this Contract will prevent or restrict any Deloitte Entity, including Deloitte Tax, from providing services to other clients (including services which are the same or similar to the Services) or using or sharing for any purpose any knowledge, experience or skills used in, gained or arising from performing the Services subject to the obligations of confidentiality set out in Paragraph 10 even if those other clients’ interests are in competition with the Client. Also, to the extent that Deloitte Tax possesses information obtained under an obligation of confidentiality to another client or other third party, Deloitte Tax is not obliged to disclose it to the Client, or use it for the benefit of the Client, however relevant it may be to the Services. 15. Staff. Deloitte Tax and the Client each agree not to directly or indirectly solicit, employ or engage any personnel of the other party who within six (6) months of such action has been involved directly with the provision of the Services or otherwise directly connected with this Contract, except where an individual responds directly to a general recruitment campaign. 16. Destruction of Working Papers. Deloitte Tax may retain copies of documents and files provided by the Client in connection with the Services for purposes of compliance with professional standards and internal retention policies. Any documents and files retained by Deloitte Tax on completion of the Services subject to the obligations of confidentiality set forth in Paragraph 10(a) (including documents legally belonging to the Client) may routinely be destroyed in accordance with Deloitte Entities’ policies applying from time to time. 17. Marketing Material & Use of Name. Neither the Deloitte Entities nor the Client shall use the other’s name, trademarks, service marks, logos, and/or branding in external publicity material without such other party’s prior written consent. 18. Spreadsheets, Models and Tools. In the course of providing the Services, Deloitte Tax may make reference to spreadsheets, models or tools (together “Models”) that the Client provides to Deloitte Tax or requests Deloitte Tax to rely upon (“Client Models”) or that Deloitte Tax otherwise uses in connection with the Services (“Deloitte Models”). All Models have limitations and may not produce valid results for all possible combinations of input data with the result that actual and potential errors are not detected. Unless otherwise expressly agreed in the Contract: (i) Deloitte Tax will not be responsible for reviewing, testing or detecting any errors in any Client Models; (ii) no Deloitte Model will be provided or treated as Advice; and (iii) where Deloitte Tax provides any Deloitte Model by way of explanation or illustration of any Advice, Deloitte Tax makes no representation, warranty or undertaking (express or implied) of any kind about the accuracy, suitability or adequacy of any such Deloitte Model for the Client’s own needs. 19. Data Protection. (a) Definitions: “Personal Information” means any information received from, or on behalf of, Client by Deloitte Tax in its performance of the Services that is capable of individually identifying a natural person or otherwise defined as “personal information” or “private data on individuals” under applicable privacy laws, including but not limited to the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13. “Personal Information Breach” means Deloitte Tax’s confirmation of unauthorized access to, or unauthorized use or disclosure of, Personal Information under Deloitte Tax’s possession or control that compromises the security, confidentiality or integrity of such Personal Information. “Process”, “Processed” or “Processing” means any operation or set of operations performed on Personal Information, such as accessing, obtaining, storing, retaining, selling, sharing, combining, transmitting, using, maintaining, disclosing or disposing of Personal Information. (b) Deloitte Tax Obligations. Deloitte Tax shall comply with the privacy laws applicable to it in connection with the performance of the Services. Deloitte Tax shall only Process Personal Information in connection with its performance of the Services, or as otherwise permitted under the Contract or as required by applicable law or professional standards. Taking into account the nature of the Personal Information being Processed, Deloitte Tax shall have in place reasonable technical and organizational measures designed to (i) provide a level of security appropriate to the risks, and (ii) assist Client in responding to consumer rights requests. Upon written request, Deloitte Tax shall make available information with respect to Deloitte Tax’s Processing of Personal Information to: (x) demonstrate Deloitte Tax’s compliance with its obligations under this Paragraph 19, which may take the form of an independent third-party certificate or audit report, or other relevant documentary information; and (y) reasonably cooperate with Client in fulfilling its obligations under applicable privacy laws, such as responding to Personal Information requests of individuals, maintaining the security of Personal Information, conducting privacy impact assessments, and consulting with applicable regulatory authorities. Unless otherwise required in connection with the Services, Deloitte Tax agrees that it will not re-identify any de- identified data it receives from or on behalf of Client. Deloitte Tax agrees that, upon written notice, Client may take reasonable and appropriate steps to stop and remediate Deloitte Tax’s unauthorized use of Personal Information. Deloitte Tax will notify Client, to the extent required by law, if Deloitte Tax makes a determination that it can no longer meet its obligations with respect to Personal Information under applicable privacy laws. To the extent required by applicable privacy law, Deloitte Tax certifies that it understands and agrees to comply with its privacy obligations set forth herein. (c) Personal Information Breach Notification. In the event of a Personal Information Breach, Deloitte Tax shall promptly and within any timeframe governing Deloitte Tax’s notification obligation under applicable law inform Client’s primary business contact for the Services of such Personal Information Breach and shall provide to Client additional information relating to the Personal Information Breach reasonably requested by Client, to the extent then known by Deloitte Tax, including information required for Client to provide any notices required by applicable law. (d) Subprocessors. Deloitte Tax shall require that its personnel and subprocessors which Process Personal Information are subject to duties of confidentiality consistent with these terms. Deloitte Tax may not use subprocessors to Process Personal Information without the prior written consent of Client. Client hereby consents to the Processing of Personal Information by the following subprocessors: (i) Subcontractors and (ii) contractors to the extent necessary in connection with their provision of ancillary administrative, infrastructure and other support services to Deloitte Tax. Deloitte Tax shall enter into a written contract with each of its subprocessors consistent with the privacy obligations in this Paragraph 19. (e) Deletion or Return of Personal Information. Upon Client’s written request, Deloitte Tax shall delete or return Personal Information that it maintains. Notwithstanding the foregoing, Deloitte Tax shall have the right to retain copies of such Personal Information to the extent required by applicable law or professional standards, provided that Deloitte Tax complies with the privacy obligations in this Paragraph 19. (f) Description of Processing. See the attached Appendix, Annex I, Section B (Description of Transfer) for details on Deloitte Tax’s Processing of Personal Information under this Contract. (g) Each party shall comply with its respective obligations under the applicable privacy and data protection laws to the extent that, in connection with the Contract and the Services, a party stores, processes and transfers any Personal Information. (h) The Client confirms that it has obtained all legally required authorizations to disclose and/or transfer any Personal Information to Deloitte Tax and its Subcontractors, including across borders and outside the territory of the European Economic Area (“EEA”). (i) Deloitte Tax collects data directly from the Client, other Deloitte Entities, third parties and the data subject directly. Deloitte Tax may for purposes of the collection, use, storage or processing thereof, transfer the Client’s and/or the data subject’s Personal Information to: (i) an administrative contractor, including the use of cloud- based solutions; (ii) another country for legitimate purposes; (iii) another Deloitte Entity. 20. Audit Disclosure. In accordance with Minnesota Statutes § 16C.05, subd. 5, the books, records, documents and accounting procedures and practices of the Deloitte Tax or other parties relevant to this Contract are subject to examination by the Client and either the Minnesota Legislative Auditor or the Minnesota State Auditor, as appropriate, for a period of six (6) years after the effective date of this Contract. This provision will survive the completion or termination of this Contract. 21. Data Practices. This Contract is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 (“MGDPA”). In accordance with Minn. Stat. § 13.05, subd. 11, to the extent this Contract requires Deloitte Tax to perform any function of the Client, all government data, as defined in Minn. Stat. § 13.02, subd. 7, which is created, collected, received, stored, used, maintained, or disseminated by Deloitte Tax in performing any of the functions of the Client during performance of this Contract is subject to the requirements of the MGDPA and Deloitte Tax and its Subcontractors shall comply with those requirements as applicable to them in their performance of the Services. These obligations will survive the completion or termination of this Contract. 22. Counterparts and Language. This Contract may be signed in any number of counterparts (whether such counterparts are original or fax or in the form of a pdf attachment to an e-mail). Each signed counterpart shall be deemed to be an original thereof, but all the counterparts shall together constitute one and the same instrument. Where there are versions of the Contract in the English language and another language, in the event of any discrepancies between versions, the English language version shall prevail. 23. Entire Agreement, Modification and Effectiveness. Nothing discussed prior to execution of the Contract induced, nor forms part of, the Contract except to the extent repeated in this Contract. This Contract supersedes any previous agreement, understanding or communication, written or oral, relating to its subject matter. No variation to the Contract shall be effective unless it is documented in writing and signed by authorized representatives of both parties, provided, however, that the scope of the Services may be changed by agreement of the parties in writing, including by e-mail or fax. If Deloitte Tax has already started work (e.g., by gathering information, project planning or giving initial advice) at the request of the Client then the Client agrees that this Contract is effective from the start of such work. 24. Survival and Interpretation and Third-Party Beneficiary. (a) Any provisions of the Contract which either expressly or by their nature extend beyond the expiration or termination of this Contract shall survive such expiration or termination. (b) If any provision of the Contract is found by a court of competent jurisdiction or other competent authorities to be unenforceable, in whole or in part, such provision or the affected part shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein. Each of the provisions of the Contract or any Work Order shall apply to the fullest extent of the law, whether in contract, statute, tort (including without limitation negligence), or otherwise, notwithstanding the failure of the essential purpose of any remedy. Any references herein to the term “including” shall be deemed to be followed by “without limitation”. (c) Deloitte Entities are intended third-party beneficiaries of the Contract. Each such Deloitte Entity may in its own right enforce such terms, agreements and undertakings. 25. Governing Law and Submission to Jurisdiction. This Contract, and all matters relating to it (including non-contractual obligations) shall be governed by, and construed in accordance with, the laws of the State of Minnesota (without giving effect to the choice of law principles thereof). Any action or proceeding arising out of or relating to this Contract or the Services shall be brought and maintained exclusively in Hennepin County, the State of Minnesota. Subject to Paragraph 26, the parties hereby expressly and irrevocably: (i) submit to the exclusive jurisdiction of such courts for the purposes of any such action or proceeding and (ii) waive, to the fullest extent permitted by law, any defense of inconvenient forum to the venue and maintenance of such action in any such courts. Nothing in this paragraph will prevent either party, at any time before or after the dispute resolution procedures are invoked, from commencing legal proceedings to protect any intellectual property rights, trade secrets or confidential information or to preserve any legal right or remedy. DELOITTE TAX AND THE CLIENT HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THE CONTRACT. 26. Dispute Resolution. The parties agree to attempt in good faith to resolve any dispute or claim arising out of or in connection with the Contract promptly through negotiations between senior management. If the matter is not resolved through negotiation, then either party may request that a good faith attempt is made to resolve the dispute or claim by participating in an Alternative Dispute Resolution (“ADR”) procedure. If the dispute or claim has not been resolved within sixty (60) days of a request being made for reference to ADR, then legal proceedings may be commenced in respect of the matter. Nothing in this paragraph prevent either party, at any time before or after the dispute resolution procedures are invoked, from commencing legal proceedings to protect any intellectual property rights, trade secrets or confidential information or to preserve any legal right or remedy. 27. Third Parties and Internal Use. Deloitte Tax acknowledges that Deloitte Tax has not placed any limitations on the Client’s disclosure of the tax treatment or tax structure associated with the tax services or transactions described in the Contract. Nothing in this paragraph shall be construed as limiting or restricting disclosure of the tax treatment or tax structure of the transaction as described in Rule 3501(c)(i) of PCAOB Release 2005-014, or IRC sections 6011 and 6111 and related IRS guidance. The Client acknowledges that none of its other advisors have imposed or will impose any conditions of confidentiality with respect to the tax treatment or tax structure associated with the tax services or transactions described in the Contract. All Services shall be solely for the Client’s informational purposes and internal use, and this engagement does not create privity between Deloitte Tax and any person or party other than the Client (“third party”). This engagement is not intended for the express or implied benefit of any third party. Unless otherwise agreed to in writing by Deloitte Tax, no third party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports, or other Services of Deloitte Tax. 28. Insurance Deloitte Tax shall purchase prior to commencing Services and shall maintain at its own cost and expense, in full force and effect during the term of this Contract, the following insurance coverages: (a) Worker’s Compensation with statutory limits; (b) Employers Liability, with a minimum $1,000,000 limit of liability per accident for bodily injury, $1,000,000 per employee for bodily injury by disease and $1,000,000 policy aggregate for bodiliy injury by disease; (c) Commercial General Liability, including Contractual Liability coverage, with the following minimum limits of liability: - $1,000,000 per occurrence limit for Bodily Injury and Property Damage; and - $2,000,000 General Aggregate; (d) Automobile Liability, with a minimum combined single limit of liability of $1,000,000 each accident covering all owned, non-owned and hired vehicles; (e) Professional Liability in the minimum amount of $2,000,000 per claim. Network Security and Privacy (Cyber) Liability Insurance shall cover losses and/or claims, actual or alleged, with a limit of not less than $2,000,000 per claim for wrongful or negligent acts resulting in (a) privacy breach, (b) regulatory action, (c) network interruption and (d) cyber extortion and reputation impacts. This coverage may be included within the Professional Liability insurance. Deloitte Tax shall promptly upon Client’s written request furnish an industry standard ACORD certificate or certificates of insurance to Client which evidences such coverages. The Commercial General Liability and Automobile Liability policies will include Client as an additional insured in connection with the activities contemplated by the scope of this Contract. Such insurance policies shall be for primary coverage as respects additional insured status under this Contract. The Worker’s Compensation/Employer’s Liability, Automobile Liability and Commercial General Liability policies will contain a waiver of subrogation in favor of the Client. APPENDIX ANNEX I A. LIST OF PARTIES Data exporter(s) 1. Name: See first page of the Engagement Letter or applicable Work Order. Address: See first page of the Engagement Letter or applicable Work Order. Contact person’s name, position and contact details: Individual signing the Engagement Letter or applicable Work Order on behalf of Client. Activities relevant to the data transferred under these Clauses: See Annex I, Section B below and the Engagement Letter or applicable Work Order. Signature and date: See signature to Engagement Letter or applicable Work Order. Role (controller/processor): controller or processor Data importer(s) 1. Name: Deloitte Tax LLP Address: 30 Rockefeller Plaza, New York, NY 10112 Contact person’s name, position and contact details: Individual signing the Engagement Letter or applicable Work Order on behalf of Deloitte Tax LLP. Activities relevant to the data transferred under these Clauses: See Annex I, Section B below and the Contract and applicable Work Order. Signature and date: See signature to Engagement Letter or applicable Work Order. Role (controller/processor): controller (global employment services, FATCA services and/or FBAR services) or processor (all other services). B. DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Employees of Client; dependents, beneficiaries, spouses, and domestic partners of employees of Client; and clients and customers of Client. Categories of personal data transferred All categories of personal data related to the Processing associated with the Services provided by Deloitte Tax for or on behalf of Client. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. One or more of the categories of personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation. Applied restrictions and safeguards include limiting access to such personal data only to people who have a business need to access it, confidentiality training of our personnel, data minimization, and additional security measures set forth in Annex II. The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis). Continuous basis while Deloitte Tax is providing the Services. Nature of the processing Deloitte Tax processes personal data in the context of providing the Services to data exporter as further described in the Engagement Letter or applicable Work Order. Purpose(s) of the data transfer and further processing The purpose of the data transfer and further processing is to enable Deloitte Tax to provide the Services to Client as set forth in the Engagement Letter or applicable Work Order. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period While performing the Services and as required by applicable laws. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing Processing by (sub)-processors in support of Deloitte Tax related to the provision of the Services to data exporter as set forth in the Engagement Letter or applicable Work Order. C. COMPETENT SUPERVISORY AUTHORITY Identify the competent supervisory authority/ies in accordance with Clause 13 The supervisory authority/ies of the following countries: The country where the data exporter is established. ANNEX II TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. Please contact the Deloitte Tax engagement team for a copy of Deloitte’s Information Security Statement dated August 13, 2025. City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Public Hearing Item Number: VIII.A. Department: Community Development / Planning Julie Klima / Jeremy Barnhart ITEM DESCRIPTION CSM is requesting approvals necessary to develop the 59.6 acres of land at the NE corner of Valley View Road and Interstate 494 into a 157 room hotel and an 8,000 sq ft restaurant. The hotel and restaurant will occupy 6.59 acres, the northern 53 acres will be acquired by the City to be preserved as parks and open space. Approvals necessary include a comprehensive plan amendment, zoning district change, preliminary plat, Planned Unit Development, and site plan. REQUESTED ACTION Move to: • Close the public hearing, and • Adopt a Resolution for a Comprehensive Guide Plan Change from Medium Density Residential, Parks and Open Space, and Office to Parks and Open Space on 53.01 acres and Commercial on 6.59 acres; and • Adopt a Resolution for Planned Unit Development (PUD) Concept Review on 6.59 acres; and • Approve the 1st Reading of an Ordinance for a PUD District Review with waivers on 6.59 acres and Zoning District changes from Rural to Parks and Open Space on 53.01 acres and Rural to C-Regional Service on 6.59 acres; and • Adopt a Resolution for a Preliminary Plat of one parcel into 2 lots and 1 outlot on 59.6 acres; and • Adopt a Resolution In Support of Park Dedication Fees on 6.59 acres; and • Direct Staff to prepare Development Agreement incorporating Staff and Commission recommendations and Council conditions. SUMMARY The project involves subdividing the 59 acre parcel into two buildable lots and one outlot. One of the two buildable lots will be improved with a 5 story, 157 room Residence Inn, the other will be an 8,600 sq ft restaurant. The attached Planning Commission staff report provides further detail and analysis of the project. Comprehensive Plan The site is currently guided for Medium Density Residential, Office, and Parks and Open Space. With more detailed environmental information available (wetlands, steep slopes, etc.), developable area is limited on the site. The amendment re-guides a significant portion of the property for parks and open space, and a small portion for commercial uses near the Valley View Road frontage. Site Plan Hotel The hotel proposed is a Residence Inn and is intended to replace the existing Residence Inn on Flying Cloud Drive. The hotel plans meet and exceed landscaping and architectural requirements, including building materials. Wall signage is proposed and meets the requirements of the proposed C-Regional Service zoning district. Restaurant The restaurant name has not yet been identified, but the site plan shows an 8,600 sq ft restaurant building with up to 200 seats, including those in an outdoor patio. The narrative states that the developer is marketing for a sit down restaurant. There is no drive-thru shown. Sustainable Features The hotel building is subject to the City’s Sustainable Building Standards, and the building is being designed to comply with the LEED-Silver standard. Additionally, at least 8 spaces will be EV installed, ready, or capable at the time of occupancy. The building will be designed to accommodate solar panels on the roof in the future. Waivers The development requires a number of waivers, including waivers from building height (the hotel is proposed at 52.6 feet, where 40 feet is the maximum. Waivers are also requested for reduced setback from School Pond (100 feet where 200 feet is required), and for vegetation removal within the shoreland setback zone. A 4th waiver for parking setback was presented to the Planning Commission, but the applicant adjusted the plans to negate the need for that waiver. Parking The hotel and restaurant propose sharing parking spaces, as permitted by city code. A parking analysis was completed by the applicant; the hotel’s experience shows that there is adequate parking on site and shared with the restaurant. Planning Commission Review The Planning Commission held their public hearing on September 22. The Planning Commission supported the project and the waivers requested, with a vote of 5-0. The Commission heard resident comments regarding potential impacts to an eagle’s nest, and visual impacts of the building to properties east of Bryant Lake. Much of the building will be screened by existing vegetation and landforms, portions of the development may be seen across the lake, depending on various unique angles. Additional perspectives will be shared at the meeting. During the public hearing portion of the meeting, a resident reported seeing an eagle’s nest on the property. Based on the information provided by the concerned resident, the nest is thought to be located over 1000 feet north of the developed portion of the property. Further analysis of the eagle nest location will be required prior to the beginning of construction. Late fall and winter months are ideal for identifying specific location of such a nest due to leaf off conditions. The development agreement will include requirements for compliance with best practices and any special permitting approval for preservation of the eagles’ habitat in conformance with applicable Federal regulations. ATTACHMENTS Attach 1 Resolution for Guide Plan Change Attach 2 Resolution for PUD Concept Plan Attach 3 Ordinance for Zoning District Change and PUD District Review with Waivers Attach 4 Resolution for Preliminary Plat Attach 5 Resolution supporting Park Dedication Attach 6 Location Map Attach 7 Planning Commission Staff Report Attach 8 Planning Commission Minutes CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-____ A RESOLUTION AMENDING THE COMPREHENSIVE MUNICIPAL PLAN WHEREAS, the City of Eden Prairie has prepared and adopted the Comprehensive Municipal Plan (“Plan”); and WHEREAS, the Plan has been approved by the Metropolitan Council and was placed into effect on October 1, 2019; and WHEREAS, the proposal of the Valley View Development, by CSM Lodging Acquisitions, LLC is for a Comprehensive Guide Plan Change from Parks and Open Space, Office, and Medium Density Residential to Parks and Open Space and Commercial resulting in 53.01 acres of Parks and Open Space and 6.59 acres of Commercial as legally described on Exhibit A and pictured on Exhibit B; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Eden Prairie, Minnesota, hereby adopts the amendment of the Plan based on plans stamped dated October 21, 2025, and the staff report dated October 21, 2025 and subject to Metropolitan Council approval. ADOPTED by the City Council of the City of Eden Prairie this 21st day of October, 2025. _____________________________ Ronald A. Case, Mayor ATTEST: ___________________________ David Teigland, City Clerk EXHIBIT A COMPREHENSIVE PLAN AMENDMENT Legal Description Prior to Final Plat [Area to be guided Commercial to be added prior to meeting] [Area to be guided Parks and Open Space to be added prior to meeting] Legal Description After the Final Plat Commercial Lot 1 and Lot 2, Block 1, BRYANT LAKE HILLS, Hennepin County, Minnesota. Parks and Open Space Outlot A, BRYANT LAKE HILLS, Hennepin County, Minnesota EXHIBIT B CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-___ A RESOLUTION APPROVING THE PLANNED UNIT DEVELOPMENT CONCEPT OF VALLEY VIEW DEVELOPMENT FOR CSM ACQUISITIONS, LLC WHEREAS, the City of Eden Prairie has by virtue of City Code provided for the Planned Unit Development (PUD) Concept of certain areas located within the City; and WHEREAS, the Planning Commission did conduct a public hearing on September 22, 2025, on Valley View Development by CSM Acquisitions, LLC and considered their request for approval of the PUD Concept Plan and recommended approval of the request to the City Council; and WHEREAS, the City Council did consider the request on October 21, 2025. NOW, THEREFORE, BE IT RESOLVED by the City Council of Eden Prairie, Minnesota, as follows: 1. Valley View Development, being in Hennepin County, Minnesota, legally described as outlined in Exhibit A, is attached hereto and made a part hereof (“Property”). 2. That the City Council does grant PUD Concept approval as outlined in the plans stamp dated October 21, 2025. 3. That the PUD Concept meets the recommendations of the Planning Commission dated September 22, 2025. ADOPTED by the City Council of the City of Eden Prairie this 21st day of October, 2025. _________________________ Ronald A. Case, Mayor ATTEST: ______________________________ David Teigland, City Clerk EXHIBIT A PUD Concept Legal Description (Pre Platting): [Area to be included in the PUD to be added prior to meeting] Legal Description (Post Platting): Lot 1 and Lot 2, Block 1, BRYANT LAKE HILLS, Hennepin County, Minnesota. VALLEY VIEW DEVELOPMENT CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. -2025-PUD-_-2025 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 Rural Zoning District and be placed in the Parks and Open Space and C-Regional Service Zoning Districts. Section 3. That action was duly initiated proposing that the designation of the land be amended within the C-Regional Service as -2025-PUD-_-2025 (hereinafter "PUD-_-2025”). Section 4. The City Council hereby makes the following findings: A. PUD-_-2025 is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-_-2025 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-_-2025 are justified by the design of the development described therein. D. PUD-_-2025 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 Rural Zoning District and placed in the Parks and Open Space and C-Regional Service Zoning Districts respectively as noted in Exhibit A and the C-Regional Service property shall be included hereafter in the Planned Unit Development PUD-_-2025 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 entered into between CSM Acquisitions, and the City of Eden Prairie, (hereinafter “Development Agreement”). The Development Agreement contains the terms and conditions of PUD-_-2025, 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 21st day of October, 2025, 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 ____ day of ________, 2025. ATTEST: ___________________________ __________________________ David Teigland, City Clerk Ronald A. Case, Mayor PUBLISHED in the Sun Sailor on__________________, 2025. EXHIBIT A Legal Description: Legal Description (Pre Platting): [Legal description of PUD area to be added prior to meeting] Legal Description (Post Platting): To be zoned Parks/ Open Space: Outlot A, BRYANT LAKE HILLS, Hennepin County, Minnesota. To be zoned C-Regional Serve and PUD: Lot 1 and Lot 2, Block 1, BRYANT LAKE HILLS, Hennepin County, Minnesota. VALLEY VIEW DEVELOPMENT CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA SUMMARY OF ORDINANCE NO. -2025-PUD-_-2025 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 11902 Valley View Road from the Rural Zoning District to the Parks and Open Space and C-Regional Service 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: ___________________________ _____________________________ David Teigland, City Clerk Ronald A. Case, Mayor PUBLISHED in the Sun Sailor on__________________, 2025. (A full copy of the text of this Ordinance is available from City Clerk.) CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-___ RESOLUTION APPROVING THE PRELIMINARY PLAT OF VALLEY VIEW FOR CSM ACQUISITIONS, LLC BE IT RESOLVED, by the Eden Prairie City Council as follows: That the preliminary plat of the parcel(s) legally described in Exhibit A attached, named Valley View for CSM Acquisitions, LLC stamp dated October 21, 2025, and consisting of 59.6 acres into 3 parcels, a copy of which is on file at the City Hall, is found to be in conformance with the provisions of the Eden Prairie Zoning and Platting ordinances, and amendments thereto, and is herein approved subject to approval of the 2nd reading of the Ordinance for the Planned Development District Review with waivers, the 2nd Reading of a Zoning District change, approval of a Site Plan Review and approval of the Development Agreement. ADOPTED by the Eden Prairie City Council on the 21st day of October, 2025. ___________________________ Ronald A. Case, Mayor ATTEST: __________________________ David Teigland, City Clerk EXHIBIT A Preliminary Plat Legal Description: Before Platting Par 1: That part of Government Lot 2, including accretions, thereto, Section 11, Township 116, Range 22, all described as beginning at the Southeast corner of said Government Lot 2; thence West to the Southwest corner of said Government Lot 2; thence North along the West line of said Government Lot 2 and its extension to the North line of said Section 11; thence East along said North line to the shore of Bryant's Long Lake; thence Southeasterly along said shore to the North and South quarter line of said Section 11; thence South along said North and South quarter line to the point of beginning, which lies Easterly of the Easterly right-of-way of U.S. Highway Number 494, as described in Document Number 3677302, according to the Government Survey thereof; except that part of said Government Lot 2 lying Easterly and Northeasterly of a line described as commencing at the Southeast corner of said Government Lot 2, thence North along the East line of said Government Lot 2, a distance of 1237.61 feet to the actual point of beginning of the line to be described; thence Northwesterly deflecting to the left 44 degrees 00 minutes 00 seconds a distance of 378.00 feet; thence Northerly deflecting to the right 44 degrees 00 minutes 00 seconds a distance of 240.00 feet; thence Northeasterly deflecting to the right 36 degrees 30 minutes 00 seconds to the shore of Bryant's Long Lake and there terminating. Par 2: That part of the Northeast Quarter of the Southwest Quarter of Section 11, Township 116, Range 22, which lies Northerly of the Northerly right-of-way of County Road Number 60 and Easterly of the Easterly right-of-way of U.S. Highway Number 494, as described in Document Numbers 3677302 and 3723053. Torrens Property - Certificate of Title No. 570246: After Platting Lots 1 and 2, Block 1, and Outlot A, BRYANT LAKE HILLS, Hennepin County, Minnesota. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-___ A RESOLUTION ADOPTING FINDINGS OF FACT IN SUPPORT OF PARK DEDICATION FEES FOR VALLEY VIEW DEVELOPMENT 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 Valley View project includes subdivision of property pursuant to City Code Chapter 12 into 2 lots, an outlot, and right of way (the “Project”); WHEREAS the payment of cash park fees in lieu of land dedication is appropriate given the nature of the use on the property; WHEREAS, the City’s current fee ordinance sets the cash park fee at $11,500 per acre for commercial and industrial development, which amount was calculated in accordance with Minn. Stat. § 462.358, subd. 2b(c); WHEREAS, the City Council held a public hearing at its October 21, 2025 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 as a condition of subdivision approval for the Valley View Development project: 1. The Project does not include available land that is suitable for parkland. 2. The Project includes the construction of a hotel and restaurant. Development and occupancy of the project is expected to have an impact on the City’s parks and trail system. 3. The Project is adjacent to trails, increasing the likelihood that residents of the Project will use the City’s trails, parks, and open spaces. 4. The City improves and maintains the pedestrian and bicycle facilities for all residents and visitors to enjoy. 5. 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, work or visit the City, including patrons of the Project. 6. 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, pedestrian and bicycle facility improvements, and other projects to improve City park and recreational facilities that are likely to be used by patrons of the Project. ADOPTED by the City Council of the City of Eden Prairie this 21st day of October, 2025. __________________________ Ronald A. Case, Mayor ATTEST: ___________________________ David Teigland, City Clerk 212 212 61 39 DISCLAIMER: The City of Eden Prairie does not warranty the accuracy nor the correctnessof theinformationcontained 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 was obtained from Hennepin County and allusers are bound by the express written contract between Hennepin County and the Cityof Eden Prairie. Scale:1:12,000 ² Parcels 0 1,000 ft Valley View Hotel Development Project Location 11902 Valley View Rd. Planning Commission Staff Report Date: September 22, 2025 Location: 11902 Valley View Road Subject: Valley View Development (Residence Inn/ Restaurant) From: Jeremy Barnhart, City Planner Applicant: John Ferrier – CSM Lodging Review period expires: November 29, 2025 ITEM DESCRIPTION The applicant requests approvals necessary to subdivide a 59.6 acre parcel, and construct a 157 unit hotel and an 8,000 sq ft restaurant on approximately 6.59 acres. The balance of the subject property, approximately 53 acres, will be retained as open space as an outlot. REQUESTED ACTIONS • Comprehensive Plan Amendment from Parks and Open Space, Office, and Medium Density Residential to Parks and Open Space and Commercial on 59.6 acres • Zoning Change from Rural to Parks / Open Space and Commercial Regional Service (C- Reg-Ser) on 59.6 acres • Preliminary Plat of 59.6 acres into 2 lots, 1 outlot, and Right of Way. • Planned Unit Development Concept Plan Review on 6.59 acres • Planned Unit Development District Review with Waivers on 6.59 acres • Site Plan Review on 6.59 acres BACKGROUND COMPREHENSIVE PLAN AMENDMENT AND ZONING The proposal includes a request to amend the Comprehensive Plan to reguide the property from residential, parks & open space, and office to parks & open space and commercial uses. The zoning map is also proposed to be amended, aligning the zoning with the intended use and the Comprehensive Plan. The amendment requests to change the zoning from Rural to Parks / Open Space and C-Reg-Service. Comprehensive Plan Amendment Existing Proposed Zoning Map Existing Proposed Medium Density Residential 18.01 Rural 59.6 Parks and Open Space 24.98 46.73 Parks and Open Space 53.01 Office 16.56 Commercial 6.59 Commercial 12.82 Staff Report – Valley View Development September 22, 2025 Page 2 Tree inventories, wetland delineations, and improved mapping allow for a better understanding of the extent of the natural features of the site. This understanding supports a land use amendment that protects these features, while providing for commercial development on the south third of the site. The proposed land use of parks and open space, and commercial is more appropriate given the city’s long term goals for the area. Graphics illustrating these changes are included at the end of this report. SITE PLAN The site plan includes two buildings, a 5 story, 157 unit hotel, and a single story restaurant building. Hotel The hotel building is proposed to be located on the larger lot, and include most of the parking areas, which is located on the south, west, and north sides of the building. An access drive will be located all around the building to support fire requirements. Primary entrance to the hotel will be on the south side of the building, and a circular drive off of the lobby will provide off- loading area for guests. A maintenance accessory building, transformer, and dumpster enclosure are located to the NW corner of the building. These buildings will match the architecture and materials of the principal building. A patio area is proposed adjacent to the lobby area. North of Staff Report – Valley View Development September 22, 2025 Page 3 the hotel is a retaining wall, allowing for a development site while minimizing the impact to the steep slopes and vegetation in the area. Restaurant The restaurant is intended to be a 200 seat, 8500 sq ft “high turnover sit down” restaurant, though the brand has not been identified to date. There is no drive-through proposed. The restaurant also offers a patio on the south side of the building. The restaurant site includes parking in a lot to the north, and additional parking near the main entrance to the west. PRELIMINARY PLAT The preliminary plat subdivides the existing 59.6 acre parcel into 2 buildable lots, an outlot, and 2 small remnants (about 259 sq ft total) for Valley View Road Right of Way. Lot 1 will house the hotel and is 5.27 acres. The restaurant will be located on Lot 2 and will be 1.32 acres. Both lots are sized appropriately, have street frontage, and otherwise comply with applicable zoning and subdivision standards. The outlot will ultimately be owned by the City for preservation purposes. The Development Agreement will include specific details regarding the outlot. PLANNED UNIT DEVELOPMENT WAIVERS The purpose of a Planned Unit Development (PUD) as stated in the City Code is to provide for a more creative and efficient approach to the use of land within the City; to allow variety in the types of environment available to people and distribution of overall density of population and intensity of land use where desirable and feasible; and provide for greater creativity and flexibility in environmental design. The applicant is requesting the following waivers: A. Building Height – From 40’ to 52-2”. The additional height allows for a reduced building footprint, balancing additional units with minimal impact on the natural features and zero additional impact on views from across the lake. The applicant has provided information that shows the buildings are not visible from across Bryant Lake year round, even with the additional height. Staff Report – Valley View Development September 22, 2025 Page 4 B. Parking Setback – The applicant requests a waiver for the parking setback, since the property line between the restaurant and hotel is located between parking spaces. This waiver supports maximizing the number of parking spaces for the restaurant site. C. Shoreland Setback – From the 200’ Commercial Setback to 100’ from SuperValu Pond. The reduced setbacks are proposed to accommodate the location of the building and the parking. The applicant has proposed a plan that balances the overall parking for the site in order to minimize impact to the shoreland area and regulations. This waiver request is also impacted by existing bluff and wetland setbacks, and a desire to minimize tree removals. The waiver is in harmony with the general purposes and intent of shoreland ordinance and will not undermine the purpose of the setback due to the proposed development conditions that will provide additional protections for the shoreland and water quality. The stormwater management techniques and enhanced landscaping plans will preserve and enhance the quality of public waters. D. Shore Impact Zone – Proposal to remove vegetation from a portion of the Shore Impact Zone along Super Valu Pond, where no vegetative removal is permitted. The shoreland setback requirements, vegetation removal limitations, and impervious cover restrictions around Super Valu pond greatly impacts the buildability of the subject parcel. The site’s grading and clearing plan is intended to balance the protection of sensitive resources including shoreline, wetlands, bluffs and floodplain with development along County State Aid Highway. Areas disturbed will be reseeded with native vegetation. TRAFFIC STUDY/ ACCESS A traffic study was conducted to determine if the surrounding road system can support the new uses on the site, or if modifications will be necessary. Access to the site is proposed along Valley View Road (CSAH 39) at the existing signalized intersection with Market Place Drive and at a modified access point just east of the development where Valley View Road will be reconfigured with a three-quarter access. The three-quarter access allows ingress movements to the site from eastbound and westbound Valley View Road with egress only allowed onto westbound Valley Staff Report – Valley View Development September 22, 2025 Page 5 View Road. The development is expected to generate approximately 154 am peak hour, 171 pm peak hour, and 2,176 daily trips. All trips are new since the site is currently undeveloped. The traffic study analyzed the two intersections referenced above, as well as several other intersections spanning from Valley View Road and Flying Cloud Drive to Valley View Road and Plaza Drive. Turning movement counts were collected and the Level of Service (LOS), which is a measurement of vehicle delay and intersection efficiency, were analyzed for the Build and No- Build conditions forecasted for 2027. All study intersections are expected to operate at a LOS D (lower threshold for overall operating conditions) or better during the weekday am and pm peak hours, and no significant delay or queuing issues were observed. Most intersections will operate at LOS A and B. However, the study did recommend coordination with Hennepin County should occur to revise signal timing to improve side-street performance. Analysis from the study will be shared with the County, and the County is currently working with MnDOT and the City on signal timing optimization for the roadway network within Eden Prairie in 2026-27 that can account for these changes. Construction of the three-quarter access is necessary as the County and City did not support construction of a full access or signalized intersection for safety and traffic operations reasons. The three-quarter access is expected to perform at an overall LOS A during weekday am and pm peak hours. The traffic study concluded that the surrounding roadway network can accommodate the additional traffic from this development and still operate acceptably. Staff also recommends internal wayfinding signage be added to aid in directing patrons to the existing signal using the internal access road. This would help to avoid the exiting right-only vehicles from making a U- turn on Valley View Road as noted in the neighborhood meeting. PARKING Parking for the hotel is based on the number of rooms, and the number of employees on the largest shift. The hotel includes 157 rooms, and the project narrative states that there are 5 employees on the largest shift, requiring 162 parking spaces. The hotel site includes 174 parking spaces. Restaurant parking is based on the number of seats, and the type of restaurant. Since the restaurant type has not yet been determined, the highest ratio of parking is used to determine parking requirements. A type three restaurant, a sit down restaurant that serves liquor, requires 1 space per 2 seats. For a 200 seat restaurant, 100 spaces are required. There are 40 spaces provided for the restaurant lot. The total parking requirement for the two businesses is 262 spaces, and 214 spaces are proposed. City Code includes a provision where the parking requirement can be reduced up to 20% and shared between two or more complimentary uses, provided the applicant can demonstrate that there is no substantial conflict in the peak parking demand and that there is an adequate amount of parking available. The applicant has provided a parking analysis to support the shared parking proposal and staff supports this analysis. Staff Report – Valley View Development September 22, 2025 Page 6 SIDEWALKS AND TRAILS The site plan shows a cross-walk connection between the hotel and the restaurant. There is also a cross-walk connection south of the restaurant to the property line, to proactively provide a connection in the event that a sidewalk or trail is added along the north side of Valley View. There is a trail along the south side of Valley View, and pedestrian access across Valley View is at the signalized intersection. BUILDING ARCHITECTURE AND MATERIALS Hotel The hotel design is driven by the Residence Inn brand requirements and city code. The lower three floors are brick (in two colors) and the upper two floors are a combination of fiber cement panels and stone veneer. All exterior facades meet or exceed the 75/25% class I requirement. Overall, 80% of the facades of the hotel are class I materials of brick, stone, and glass, exceeding the minimum standards. Restaurant Though the final brand for the restaurant has not yet been identified, the restaurant building is designed to be compatible with the general theme and architecture of the hotel. The developer proposes much of the same materials as in the hotel, all sides meet or exceed the minimum 75/25% standards for material, with 3 of the four sides exceeding 79.5% class I materials. PHASE I ENVIRONMENTAL SITE ASSESSMENT A phase 1 assessment was completed on October 28, 2024. A phase I environmental assessment reviews a site for potential contamination risks. Because the property is undeveloped, there were no recognized environmental conditions for the site. Staff Report – Valley View Development September 22, 2025 Page 7 WETLAND, SHORELAND, AND BLUFF Wetlands, wetland setbacks, shoreland rules and regulations, and bluffs impact the northern 2/3 of the site which is proposed to be preserved through an outlot to be owned by the City. STEEP SLOPE The parcel contains steep slopes. City Council approval is necessary for development and grading activities within parcels containing steep slopes, and this will be noted in the Development Agreement. ENDANGERED, THREATENED OR SPECIAL CONCERN SPECIES The developer researched potential impacts to endangered, threatened, and special concerned species. This research found the habitat on site carried the potential of endangered or threatened species, though no direct impact was identified. These potential impacts are best mitigated through timing of clearing and grading and other best management practices as suggested by the results. DRAINAGE/STORMWATER MANAGEMENT Stormwater will be managed and treated via underground containment on the north side of the hotel before discharge into Supervalu pond. A watershed district permit will also be required. A maintenance agreement will be required between the city, hotel, and restaurant site; this will be addressed in the Development Agreement. TREE LOSS AND GRADING The site is heavily wooded, and development is proposed for the southern 1/3 of the property. About 11% of the caliper inches on site are being removed, none of them heritage trees. There are 88 caliper inches required to be replaced to satisfy the tree replacement requirement. This will be satisfied as a payment-in-lieu. LANDSCAPING AND TREE REPLACEMENT PLAN Landscaping is based on the size of the buildings. The two buildings require 374 inches of landscaping, which is satisfied by a variety of trees, evergreens, shrubs, and perennials. SUSTAINABILITY The Building Sustainability Standards will apply to the hotel building, and the developer is designing the building to the LEED-Silver standard. The narrative indicates that 2% of the parking (5 spaces), will be EV ready. Other sustainability standards such as solar ready construction, and energy efficient appliances/ fixtures will be utilized. PARK FEES Park dedication will apply to this subdivision, to be paid at the time of building permit. SIGNS Both the hotel building and the restaurant will include wall and free-standing signage. Signage shall comply with the applicable sign regulations. Staff Report – Valley View Development September 22, 2025 Page 8 NEIGHBORHOOD MEETING AND RESIDENT INPUT A neighborhood meeting was held on September 11th. The applicant summarized the meeting by saying that approximately 20 residents attended. Much of the discussion focused on traffic flow in and out of the development. Some neighbors expressed concern about vehicles leaving the development by turning right to go west and then doing U-turns to go east. The developer reported that some neighbors liked the idea of a ¾ intersection at the entry and the fact that there is an access easement with the school district to get exiting cars to the full intersection to the east. Additional directional signage indicating how to go east on Valley View through the school district site was recommended. Some neighbors expressed concern about the buildings being visible from adjacent properties. Additional sightline exhibits showing more views from Bryant Lake and the views from the west neighborhoods will be provided. STAFF RECOMMENDATION Staff recommends approval of the Comprehensive Plan Amendment, Zoning District Change, Preliminary Plat, PUD Concept Review, PUD District Review with Waivers, and Site Plan Review for the hotel and restaurant as proposed, subject to the conditions listed below. CONDITIONS OF APPROVAL This is based on plans stamp dated August 1, 2025 and the following conditions: 1. Prior to release of the final plat, the applicant must: A. Provide a Cross Access, Parking and Utility Easement document 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. B. Pay trunk sewer and water charges or sign a Special Assessment Agreement. C. Pay connection fees. D. Submit a bond, letter of credit, or cash deposit (“security”) that guarantees completion of all public improvements equivalent to 125% of the cost of the improvements. E. Provide copies of legal documents, either in Association format or private covenant and agreement format to be approved by the City that shall address the following: • Describe the long term private maintenance or replacement agreement for the retaining walls. • Insertion of language in the documents that relinquishes the City of Eden Prairie from maintenance or replacement of the retaining walls. 2. Prior to land alteration permit issuance, the applicant must: A. Obtain permits and approvals from other agencies as needed. B. Comply with all terms and conditions of the Steep Slope Permit. C. Obtain City approval of a final grading and drainage plan for the property. D. Submit construction plans and project specifications for public infrastructure for review and approval by the City Engineer. Staff Report – Valley View Development September 22, 2025 Page 9 E. Submit detailed utility and erosion control plans for review and approval by the City Engineer. F. Obtain and provide documentation of Watershed District approval. G. Notify the City and Watershed District 48 hours in advance of grading. H. Provide construction grading limits and tree protection plan for review and approval by the City. I. Install erosion control at the grading limits of the property for review and approval by the City. J. Install fencing at the construction grading limits and tree protection areas as shown on the approved plans. K. Submit and receive written approval of an executed landscape agreement. L. Submit a landscaping letter of credit or escrow equivalent to 150% of the cost of the landscaping. M. Provide temporary easements to do work off-site. N. Obtain written approval of a Wrecking Permit for the removal of buildings on the property. O. Make a cash payment for Tree Replacement as provided by City Code. P. Obtain a building permit for retaining wall construction from the City for any retaining walls greater than four feet in height. Q. Submit a land alteration bond, letter of credit, or escrow surety equivalent to 125% of the cost of the land alteration. R. Submit a Wetland Plan for approval by the Water Resources Coordinator. S. Provide proof that the Inspection and Maintenance Agreement for Private Stormwater Facilities has been recorded. 3. Prior to building permit issuance for the property, the applicant must: A. Provide proof that the Cross Access, Parking, and Utility Easement has been recorded. B. Pay the appropriate cash park fees. C. Provide recorded copies of any private covenants and agreements to the City following recording of the final plat. 4. The following waivers are granted through the PUD for the project as indicated in the plans stamp dated August 1, 2025: A. Building Height – From 40’ to 52-2”. B. Parking Setback of zero feet where 10 feet is required. C. Shoreland Setback – From the 200’ Commercial Setback to 100’ from SuperValu Pond. D. Shore Impact Zone – Proposal to remove vegetation from a portion of the Shore Impact Zone along Super Valu Pond, where no vegetative removal is permitted. 5. Prior to issuance of an Occupancy Permit, the applicant must: A. Construct the retaining wall(s) in accordance with the terms of the permit and terms and conditions of Exhibit C. B. Complete implementation of the lighting plan in Exhibit B. C. Complete construction of mechanical equipment screening. Staff Report – Valley View Development September 22, 2025 Page 10 D. Install EV charging equipment that is fully operational. E. Complete construction of the trash enclosure. F. Complete implementation of the approved exterior materials and colors plan. G. Deed transferring ownership of Outlot A shall be recorded. UNAPPROVED MINUTES EDEN PRAIRIE PLANNING COMMISSION MONDAY, SEPTEMBER 22, 2025 7:00 PM—CITY CENTER Council Chambers 8080 Mitchell Road COMMISSION MEMBERS: John Kirk, Frank Sherwood, Andrew Pieper, Ed Farr, Trisha Duncan, Robert Taylor, Dan Grote, Charles Weber; Phou Sivilay CITY STAFF: Jeremy Barnhart, City Planner; Carter Shulze, City Engineer; Matt Bourne, Parks and Natural Resources Manager; Kristin Harley, Recording Secretary I. CALL THE MEETING TO ORDER Vice Chair Duncan called the meeting to order at 7:00 p.m. II. PLEDGE OF ALLEGIANCE – ROLL CALL Commission member Pieper, Farr, Weber and Taylor were absent. III. APPROVAL OF AGENDA MOTION: Sivilay moved, seconded by Kirk to approve the agenda. MOTION CARRIED 5-0. IV. MINUTES MOTION: Grote moved, seconded by Kirk to approve the minutes of July 28, 2025. MOTION CARRIED 5-0. V. PUBLIC HEARINGS A. VALLEY VIEW HOTEL DEVELOPMENT (2025-07) • Guide Plan Change on 59.6 acres • Zone Change on 59.6 acres • Preliminary Plat on 59.6 acres • PUD Concept Review on 6.59 acres • PUD District Review w/ Waivers on 6.59 acres • Site Plan Review on 6.59 acres PLANNING COMMISSION MINUTES September 22, 2025 Page 2 John Ferrier, Vice President of CSM Development, displayed a PowerPoint and detailed the application. He introduced staff from the design team, Scott Cross, current general manager of Residence Inn, and Terry Brunhagen, Principal at ESG Architects, and CSM Development Analyst John Carlen. Ferrier explained the current Residence Inn which the first-generation prototype is built in 1984. The Inn had a separate clubhouse with amenities and also 16 8 eight-unit separated guestroom buildings. Marriott had decided this Residence Inn concept was obsolete and need to be replaced. Rather than convert the existing site to a new prototype, the Inn would remain open during construction as this was a high performing hotel. Ferrier displayed aerial views of the site, showing nearby Bryant Lake and the surrounding context. The hotel and restaurant are proposed on 6.9 acres, a small part of the total parcel of 59.55 acres toward the south. Waivers requested were to increase the building height from 40 feet to 52 feet two inches; reduce the shoreline setback from 200 to 100 feet from Supervalu Pond; remove vegetation in the shore impact zone, and a parking setback reduction from 10 feet to 0 feet, because the hotel and restaurant shared parking. The parking generation study showed the hotel’s parking was underutilized even during sell- out days. A zoning change was requested. The current zoning was Rural, and the applicant proposed to rezone the restaurant and Residence Inn site Commercial-Regional Service. The northern undeveloped parcel would be Parks and Open Space. A land use change was also requested, changing from office, medium high density residential and parks and open space to commercial and parks and open space. The proposed undeveloped parks and open space was actually being increased. The office market was in sharp decline, approaching 25, and expected to reach 30 percent by 2028. There was a negative office absorption rate for 17 or 18 quarters. Ferrier displayed the site plan showing a five-story Residence Inn with 157 keys and a restaurant. No heritage trees would be removed. The traffic study showed no significant delays, impacts or queueing issues with the proposed development. The current right-in only entrance and exit would be increased to include a left-in, left-out. The applicant had conducted a neighborhood meeting and showed few impacts at a distance of 2,900 feet from Bryant Lake and 3,000 feet from Beach Road. There would be bluff screening and 50 acres of undeveloped land. The View Corridor studies showed the screened view across Bryant Lake and no visibility from points on the lake. He displayed elevations and stated the materials would consist of over 75 percent Class One materials, such as brick and cultured stone, and glass. The view from 494 showed only the top of the Inn. He added he had placed PLANNING COMMISSION MINUTES September 22, 2025 Page 3 this development where it would have least impact. This was a popular hotel brand that would be kept in Eden Prairie. Sherwood asked for and received confirmation there would be meeting space open to residents. Barnhart presented the staff report. A similar waiver for building height had been approved in the past, providing feasible development while preserving slopes and adjacent water bodies. The setback waiver was in keeping with the neighboring public school building, preserving the existing features of the site, steep slopes and other natural features, and was in keeping with the overall goal of the Ordinance. The shoreline setback staff supported for same reason. The parking itself was not a waiver, as the number of stalls met the requirement, but Code required sharing, so this was a parking setback requirement, as the property line fell along a driveway. Staff recommended approval subject to the conditions in the staff report; there was still work to be done on small details before this came before the City Council. Eric Wessel, resident at 12762 Gordon Drive, asked if the Department of Fish and Wildlife had been contacted regarding the eagle’s nest he’s watched for a decade (as the DNR was not involved). He requested that a minimum foot requirement be determined to leave the nest protected. He also asked in a town of 60,000 people what the demand was for another hotel. He questioned the parking study’s conclusions and asked if the applicant had consulted with others in the hospitality industry. Joe Docter, resident at 7032 Willow Creek Road, asked two questions: the proposed lighting for the parking lot, building, and restaurant, and who would own the newly zoned parks and open space, how this would be taxed, the restrictions of further zoning, and how this development would open this property up for residents’ use. He added the elevation at the top of the proposed building was actually 947 feet 6 inches, higher than highest peak and would be more prominent than shown in the renderings. Barnhart replied the lighting plan requirements would not exceed 0.5-foot candles beyond the property line and this development met the Code Requirements regarding this and light pole height (25 feet above a three-foot base). The City is working toward acquisition of the rest of the parcel of land (Outlot A) for City use. The height of the building is measured at average grade around the property to the top of parapet, and the building would be embedded into the grade, lowering the top of the building compared to the surrounding area. The true height from the lowest grade to the top would be between 56-58 feet. The grading and elevation plans were available online, and the average grades would account for the 6-foot difference. PLANNING COMMISSION MINUTES September 22, 2025 Page 4 Mark Kronbeck, of Alliant Engineering, replied the eagle’s nest was new information to the applicants, and wished to see it on a map. Scott Cross added the applicant was not adding a new hotel but replacing the hotel yet adding keys to market. The hotel had a 94 percent occupancy rate, so there was an absolute demand. The applicant was undecided what to do with existing hotel once the new one was built. Wessel stated there was vegetation on the trees for three months of the year, and Docter stated from his house he would see the hotel, especially with leaves off the trees, even above the mound. There were four or five houses that would see the hotel, especially during winter. MOTION: Kirk moved, seconded by Grote to close the public hearing. Motion carried 5-0. Kirk stated he had taken notes of the public’s comments. He commended the mention of an eagle’s nest and asked the developer to gather information to minimize impact on this nest. The site was beautiful; minimizing the impact and maximizing the open space to be acquired by the City had great potential for access to another park/conservation area. Keeping an existing business in Eden Prairie was ideal and an upgrade was understandable. The sightlines he considered an issue; in his many years on the commission, he saw that answers were often a compromise and not perfect. Grote reiterated the proposed building would be built below grade and the height would not be as much as it would be if built on grade. Sherwood commended the applicant on its analysis of office demand; hospitality was rising and would continue to improve. Duncan commended the proposal for meeting a long list of conditions to be met, and stated staff had been diligent in approach. Duncan asked if an environmental analysis would this have caught the eagle’s nest. Barnhart replied one had been completed; a nest was not flagged, and staff and the applicant would work together to address this. He added the lighting plan would be part of the Exhibit B plans presented to the City Council. There was presently no restaurant tenant. Ferrier stated the applicant would start marketing to secure a restaurant tenant once the development was approved. Kirk stated one commission member who could not attend tonight would have closely looked at the waivers; he himself found the height not an extreme waiver, as the commission had allowed similar, the parking setback to be a nonissue, and the shoreline setback not extreme. In all, these were mainline waiver requests. He commended the fantastic discussion as a result of citizen input, stating this was the purpose of the commission—to provide advice to the City Council. Input was important, as the City Council would make the ultimate decision, and the Council Members listened to these meetings on video in order to hear the residents’ concerns. PLANNING COMMISSION MINUTES September 22, 2025 Page 5 MOTION: Sherwood moved, seconded by Grote to recommend approval of the Guide Plan Change on 59.6 acres; Zone Change on 59.6 acres; Preliminary Plat on 59.6 acres; PUD Concept Review on 6.59 acres; PUD District Review with Waivers on 6.59 acres; and Site Plan Review on 6.59 acres as recommended by the staff report dated September 22, 2025. Motion carried 5-0. B. Roers Eden Prairie Apartments (2025-06) • Guide Plan Change on 5.86 acres • Zone Change on 5.86 acres • PUD Concept Review on 5.86 acres • PUD District Review w/ Waivers on 5.86 acres • Site Plan Review on 5.86 acres Nick Asta, of Roers Companies, presented a PowerPoint and detailed the application. He stated he had held two neighborhood meetings, with zero attendance, and had undergone an extensive approval process with the condominium association, and the neighbors were in favor of the development. Justin Merkovich, of JLG Architects, stated this was a 195-dwelling unit development, and was currently zoned Industrial flex tech. The land use proposed was medium density residential, with a zoning change from Office to RM-2.5. This would consist of a mix of one-, two- and three-bedroom units, with 117 surface parking stalls and landscaping. He showed the site, with industrial in the Golden Triangle to the west, and city station to the north. Waivers: the applicant proposed a waiver for a density of 33.26 instead of 17.4, as the development was adjacent to a highway and the Southwest Light Rail. Another waiver would decrease the front yard setback to 24 feet. The height waiver requested a height of 69 feet to accommodate a grade change. The parking waiver requested 207 stalls and 117 surface stalls. The landscaping met the Code requirements. The site analysis showed view sheds and an overview of the development. Merkovich also presented the historical context of the site (“The Old Farm”) over time. Materials would be Class One brick, cement fiber board, metal and glass. He displayed renderings of the proposed development giving more context and drawing upon the historical elements (especially with the curved main entry inspired by the grain silo). He also displayed residential amenities and a connection to the future light rail. Barnhart presented the staff report. He commended the design of this infill project and stated this would replace an office building dating from 1986. The building was required to meet the Sustainable Building standards and is proposing electric heating. The waivers were in keeping with the land use guidance and the surrounding area. Access was via City West Parkway, and Highway 212 ran in front of the site, making the setback a nonissue. The Comprehensive Plan established a range of density, and this was a candidate for higher density, being PLANNING COMMISSION MINUTES September 22, 2025 Page 6 close to the LRT. The parking ratio proposed was 324 parking spaces for 195 units (1.66 spaces per unit) while this is in the lower range of ratios approved by the city, the developer feels confident the parking will meet their needs. Staff expect this development to be completed around the time the Southwest Light Rail station begins operation. The landscaping plan met the requirements for both landscaping and tree replacement. There would be additional landscaping south of the development to screen the development. The architecture and materials exceeded requirements. Staff recommended approval subject to the conditions of the staff report. Grote asked for a date of the southwest light rail opening, and Barnhart estimated it would be in 2027. MOTION: Grote moved, seconded by Kirk to close the public hearing. Motion carried 5-0. Sivilay commended the design. Kirk stated he found this was a positive development, and praised the historical perspective included. He took no issue with the waivers, though density and parking waivers could trouble him, yet any that have been approved have followed through with their promises. Duncan echoed Kirk’s appreciation of the historical element, as well as the developer’s work with the neighbors. She asked for clarification on the distance between this property and light rail, and any resulting safety concerns. Barnhart replied there was a current half-mile pathway on existing trails to reach the station; the City was also working on plans to create a direct trail north through the wooded area. He had no timeline, but the need was recognized and would be improved, though facilitated at present through existing trails. Duncan echoed the praise for the historical research and echoing of that in the design. She praised the applicant for conducting the neighborhood meetings. She asked for more information regarding the distance to the light rail and any safety concerns that might arise. Barnhart replied there was currently a half-mile pathway to the light rail via existing trails, and the City was already working on plans to construct a direct trail through the wooded area. Duncan asked for and received confirmation the applicant was providing easement to create a direct trail, and there was space for this between the property and Highway 212. MOTION: Kirk moved, seconded by Grote to recommend approval of the Guide Plan Change on 5.86 acres; Zone Change on 5.86 acres; PUD Concept Review on 5.86 acres; PUD District Review w/ Waivers on 5.86 acres; and Site Plan Review on 5.86 acres as recommended by the staff report dated September 22, 2025. Motion carried 5-0. PLANNING COMMISSION MINUTES September 22, 2025 Page 7 PLANNERS’ REPORT MEMBERS’ REPORTS VI. ADJOURNMENT MOTION: Grote moved, seconded by Kirk to adjourn. Motion carried 5-0. The meeting was adjourned at 8:13 p.m. City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Public Hearing Item Number: VIII.B. Department: Community Development / Planning Julie Klima / Jeremy Barnhart ITEM DESCRIPTION Roers Companies proposed to demolish an existing 5 story office building at 6436 City West Parkway and construct a 195 unit apartment building at that location. The approvals necessary include a comprehensive plan amendment, zoning district change, Planned Unit Development Concept Review and PUD District Review with waivers, and site plan. REQUESTED ACTION Move to: • Close the public hearing, and • Adopt a Resolution for a Comprehensive Guide Plan Change from Industrial Flex Tech to Medium High Density Residential on 5.86 acres; and • Adopt a Resolution for Planned Unit Development (PUD) Concept Review on 5.86 acres; and • Approve the 1st Reading of an Ordinance for a PUD District Review with waivers on 5.86 acres and Zoning District change from Office to RM-2.5 on 5.86 acres on 6.59 acres; and • Direct Staff to prepare Development Agreement incorporating Staff and Commission recommendations and Council conditions. SUMMARY The existing 5 story office building was built in 1986. This building will be demolished, and a 6 story, 195 unit apartment building will be built on the site (rendering pictured above). The 6 stories include an underground parking garage. The attached Planning Commission staff report provides further description and analysis of the project. Comprehensive Plan and Zoning The property is currently guided Industrial Flex Tech, and zoned office, reflecting the current use of the property. The proposal changes the land use guidance to Medium High Density residential (14-40 units per acre) and changes the zoning to RM-2.5. Site Plan and Architecture The site plan features 114 surface parking spaces. Vehicular access to the site is from City West Parkway through existing private drives. Trail easements are provided along the west and east property lines to support an eventual trail connection from the subject property to the light rail station to the north. The building design includes curved corner features, which was intentional to evoke this design characteristic of other buildings in the area. The building façade includes brick, architectural precast, glass and fiber cement. The design meets and exceeds all articulation, material, and material distribution requirements of City Code. Amenities for guests include clubrooms, conference rooms, and a deck with pool and lounging/ grilling areas. Planned Unit Development and Waivers As part of the PUD process, the applicant is requesting approval of four waivers. • Density. The density proposed is 33.27 units per acre, where the maximum in the RM-2.5 zoning district is 17.4 units per acre. The density is within the range of the Medium High Density Residential Land use. The additional density aids in the achievement of several city goals, including inclusionary housing and additional housing near light rail stations. • Height. The proposed height of 75 exceeds the 45 height limit in the RM-2.5 zoning. The additional height supports city goals including underground parking, and the retention of existing slopes and vegetation. • Front Yard setback (off of Hwy 212). The building is located 24 feet from the east property line where 35 feet is required. The reduced setback allows for additional parking on the west side of the property and will not negatively impact the corridor view. • Parking. City Code requires 2 parking spaces per unit for the unit types provided. This equates to 390 parking spaces. Total parking on site equals 322 spaces, a ratio of 1.65 spaces per unit. The applicant’s narrative includes information on parking management and demographic expectations to support the parking proposed. Inclusionary Housing. The project will meet the City’s inclusionary requirements, with 5% of its units at 80% of the area medium income (AMI). The mix of affordable units will be consistent with the mix of units found within the building and detailed in the Development Agreement and Tax Increment Financing (TIF) agreement. Building Sustainability. The Sustainable Building Standards (SBS) will apply to this building. In addition to the 6 EV Installed, 40 EV ready, and 40 EV capable spaces, the developers are proposing all-electric space heating for the building, compatible with the SBS standards. This will be finalized in the development agreement. ATTACHMENTS Resolution for Guide Plan Change Resolution for Planned Unit Development Concept Review Ordinance for Zoning District Change and PUD with Waivers Location Map Planning Commission Staff Report Planning Commission Minutes Resident Comments CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-____ A RESOLUTION AMENDING THE COMPREHENSIVE MUNICIPAL PLAN WHEREAS, the City of Eden Prairie has prepared and adopted the Comprehensive Municipal Plan (“Plan”); and WHEREAS, the Plan has been approved by the Metropolitan Council and was placed into effect on October 1, 2019; and WHEREAS, the proposal of the Roers Eden Prairie Apartments, by Roers Companies is for a Comprehensive Guide Plan Change from Industrial Flex Tech to Medium High Density Residential on 5.86 acres as legally described on Exhibit A and pictured on Exhibit B; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Eden Prairie, Minnesota, hereby adopts the amendment of the Plan based on plans stamped dated October 6, 2025, and the staff report dated October 21, 2025 and subject to Metropolitan Council approval. ADOPTED by the City Council of the City of Eden Prairie this 21st day of October, 2025. ________________________________ Ronald A. Case, Mayor ATTEST: ____________________________ David Teigland, City Clerk EXHIBIT A Legal Description Medium Density Residential Lot 1, Block 1, and Outlot A, PRIMELAND 5TH ADDITION, according to the recorded plat thereof, Hennepin County Minnesota EXHIBIT B CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-___ A RESOLUTION APPROVING THE PLANNED UNIT DEVELOPMENT CONCEPT OF ROERS EDEN PRAIRIE APARTMENTS FOR ROERS COMPANIES WHEREAS, the City of Eden Prairie has by virtue of City Code provided for the Planned Unit Development (PUD) Concept of certain areas located within the City; and WHEREAS, the Planning Commission did conduct a public hearing on September 22, 2025, on Roers Eden Prairie Apartments by Roers Companies and considered their request for approval of the PUD Concept Plan and recommended approval of the request to the City Council; and WHEREAS, the City Council did consider the request on October 21, 2025. NOW, THEREFORE, BE IT RESOLVED by the City Council of Eden Prairie, Minnesota, as follows: 1. Roers Eden Prairie Apartments, being in Hennepin County, Minnesota, legally described as outlined in Exhibit A, is attached hereto and made a part hereof (“Property”). 2. That the City Council does grant PUD Concept approval as outlined in the plans stamp dated October 6, 2025. 3. That the PUD Concept meets the recommendations of the Planning Commission dated September 22, 2025. ADOPTED by the City Council of the City of Eden Prairie this 21st day of October, 2025. _______________________ Ronald A. Case, Mayor ATTEST: ___________________________ David Teigland, City Clerk EXHIBIT A PUD Concept Legal Description Lot 1, Block 1, and Outlot A, PRIMELAND 5TH ADDITION, according to the recorded plat thereof, Hennepin County Minnesota ROERS EP APARTMENTS CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. -2025-PUD-_-2025 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 Office Zoning District and be placed in the RM-2.5 Zoning District. Section 3. That action was duly initiated proposing that the designation of the land be amended within the RM-2.5 Zoning District as -2025-PUD-_-2025 (hereinafter "PUD-_-2025”). Section 4. The City Council hereby makes the following findings: A. PUD-_-2025 is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-_-2025 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-_-2025 are justified by the design of the development described therein. D. PUD-_-2025 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 Office Zoning District and placed in the RM-2.5 Zoning District as noted in Exhibit A and shall be included hereafter in the Planned Unit Development PUD-_-2025 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 entered into between Roers Companies, and the City of Eden Prairie, (hereinafter “Development Agreement”). The Development Agreement contains the terms and conditions of PUD-_-2025, 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 21st day of October, 2025, 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 ____ day of ________, 2025. ATTEST: ___________________________ _____________________________ David Teigland, City Clerk Ronald A. Case, Mayor PUBLISHED in the Sun Sailor on__________________, 2025. EXHIBIT A Legal Description: Lot 1, Block 1, and Outlot A, PRIMELAND 5TH ADDITION, according to the recorded plat thereof, Hennepin County Minnesota ROERS EDEN PRAIRIE APARTMENTS CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA SUMMARY OF ORDINANCE NO. -2025-PUD-_-2025 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 6436 City West Parkway from the Office Zoning District to the RM-2.5 Zoning District 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: _________________________ _____________________________ David Teigland, City Clerk Ronald A. Case, Mayor PUBLISHED in the Sun Sailor on__________________, 2025. (A full copy of the text of this Ordinance is available from City Clerk.) 212 62 DISCLAIMER: The City of Eden Prairie does not warranty the accuracy nor the correctnessof theinformationcontained 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 was obtained from Hennepin County and allusers are bound by the express written contract between Hennepin County and the Cityof Eden Prairie. Scale:1:6,000 ² Parcels 0 500 ft ROERS EDEN PRAIRIE APARTMENTS PROJECT LOCATION 6436 CITY WEST PARKWAY Planning Commission Staff Report Date: September 22, 2025 Location: 6436 City West Parkway Subject: Roers Eden Prairie Apartments From: Jeremy Barnhart, City Planner Applicant: Roers Companies Review period expires: December 20, 2025 ITEM DESCRIPTION Roers is seeking approvals necessary to construct a 195 unit apartment building, replacing an existing 4 story office building. The project includes underground and surface parking, indoor and outdoor residential amenities, landscaping, and stormwater management. REQUESTED ACTIONS • Comprehensive Plan Amendment from Industrial Flex Tech to Medium High Density Residential on 5.86 acres • Zoning District Change from Office to RM-2.5 on 5.86 acres • Planned Unit Development Concept Plan Review on 5.86 acres • Planned Unit Development District Review with Waivers on 5.86 acres • Site Plan Review on 5.86 acres BACKGROUND COMPREHENSIVE PLAN AMENDMENT AND ZONING The project requires the amendment of the Comprehensive Land Use Plan, changing the Land Use from Industrial Flex Tech to Medium High Density Residential. Given the proximity of the light rail station, the need for additional housing, and the decline of the office market, staff supports the Comprehensive Plan amendment by removing an underutilized office building and adding a variety of housing options close to a planned light rail station. The zoning district change proposed, from Office to RM-2.5, aligns the zoning with the proposed Comprehensive Plan and the intended use. Existing Proposed Land Use Industrial Flex Tech 5.86 Medium High Residential 5.86 Zoning Office 5.86 RM-2.5 5.86 Staff Report – Roers EP Apartments September 22, 2025 Page 2 SITE PLAN The site is bordered on the east by the light rail, to the north by a protected natural wooded area, apartments to the west, and office buildings to the south. The site plan shows a 5 story, 195 unit residential structure on the east side of the property. Surface parking is located west of the building. Site improvements include an amenity deck above the lower level parking. The amenity deck includes an outdoor pool, grilling, and lounging areas. The plans show a sidewalk around the perimeter of the building, and trail easements along the west and east property lines to facilitate connection to a city trail to be constructed in the future. Vehicular access is via an existing private drive from the south. The site slopes down from the north. Stormwater is collected throughout the site and funneled to proposed underground storm chambers west of the building, in the parking lot. Retaining walls are proposed north of the building to preserve as much of the slope in that area as possible, reducing tree removal and grading in the area, and allowing the building to be set into the grade, reducing the visible mass of the building. PLANNED UNIT DEVELOPMENT WAIVERS The purpose of a Planned Unit Development (PUD) as stated in the City Code is to provide for a more creative and efficient approach to the use of land within the City; to allow variety in the types of environment available to people and distribution of overall density of population and intensity of land use where desirable and feasible; and provide for greater creativity and flexibility in environmental design. The applicant is requesting the following waivers: • Density – 33.27 units per acre where 17.4 is the maximum per the RM-2.5 zoning district. The density is appropriate for this site and is consistent with the requested Comprehensive Plan amendment. • Front Yard Setback – 24 feet where 35 is required. The front yard is to the east, fronting Highway 212. Minimum front yards are typically established to create open space between the public area and the building. This site fronts on a very wide, high volume corridor which includes Highway 212 and the light rail tracks. These transportation modes establish a very urban feel, where reduced setbacks are common. Staff supports the waiver. • Height – 75 feet in height where 45 feet is permitted. The maximum building height in the RM-2.5 zoning district is 45 feet. The developer proposes 75 feet. The waiver is supported to allow additional housing units within a smaller building footprint preserving more of the wooded areas north of the building. • Parking – In the RM-2.5 zoning district, parking requirements are based on the unit type. All of the units are 1, 2, or 3 bedrooms, so 2 parking spaces are required for each unit, requiring 390 total spaces. The plans show 324 parking spaces, including 207 in the underground garage. The ratio of stalls to units as shown is 1.66. Further discussion on parking can be found in the parking section. Staff Report – Roers EP Apartments September 22, 2025 Page 3 ACCESS AND STREET CONNECTIONS The parcel is tucked back into an office neighborhood, and vehicular access is via two driveways off City West Parkway. The project will connect to existing sidewalks that in turn connect to the trail along City West Parkway. Additionally, the developer provides two easements to allow further connection to a planned city trail through the property to the north which will provide a direct connection to the light rail station. TRAFFIC STUDY A traffic study has been completed. Morning and evening peak hour trips are expected to decrease from the existing office use because residential trips are spread throughout the day while office trips are concentrated during the mornings and evenings. Daily trips are expected to increase slightly from 886 to 908 trips per day. The existing roadway network is expected to accommodate the change in land use without a need for additional improvements. PARKING Parking is provided in both an underground garage and a surface parking lot. The surface lot shows 117 parking spaces, including 4 ADA stalls near the front entrance. The underground garage includes 207 parking spaces, including 6 EV installed spaces, 36 EV ready spaces, and 42 EV capable spaces. The 324 parking spaces provided on site are less than the 390 required. There are 1.66 spaces per unit. To demonstrate that the proposed parking will meet the operational needs of the project, the narrative includes information on how parking will be managed and the expected demographics of their clients. The developer has also provided area examples of their projects to illustrate their experiences. The city has granted waivers from the parking requirements in the past for general occupancy apartment projects as illustrated in the following table: Staff Report – Roers EP Apartments September 22, 2025 Page 4 Other waivers for similar projects have provided 1.7-1.8 spaces per unit. This project proposes 1.66 spaces per unit. To be aligned with previous waivers, if the number of parking stalls remained the same at 324, the number of units would need to be adjusted from 195 to 185 (1.75 stalls/unit). With the proximity to the LRT station, staff also evaluated how the proposed parking would compare to the TOD-R zoning requirements. The number of spaces proposed meets the parking requirements if the project was zoned TOD-R, where the light rail is expected to supplement trips taken within the development. The project is expected to open about the same time the light rail is operational. BUILDING ARCHITECTURE AND MATERIALS The site includes a substantial grade change, with the high point on the north side of the parcel and dropping to the south. The building mirrors this grade change, with the north half of the building being 6 stories (including the underground garage level) while the south half of the building is 5 stories. With the parapets, and the sloping property grade, the perceived height varies from 57 feet on the north side, to 65’5” on the south side. The calculated height, which averages the grade around the building, is 75 feet. The architectural details provide visual variety which break the long facades into visually distinct sections. Additionally, the main entrance column and the bump out features on the west side of the building all incorporate a curved corner attribute, consistent with the neighborhood characteristics of the other office buildings in the area. The building materials are a mix of brick in two colors, glass, and fiber cement, with metal accents. The building materials and distribution meets and exceeds the minimum requirements. Density Units/acre 346 330 1 stall per efficiency unit (38) – Based on 1 stall per efficiency unit approved through a waiver and 2 stalls per unit for other units This includes 24 proof of parking stalls 1.89 stalls for the remaining units 200 Based on 2 stalls per unit 490 Based on 2 stalls per unit 439 1 stall per studio unit (39) Based on 1 stall per studio and 2 stalls per unit for other units 1.8 stalls for the remaining units 116 Based on 2 stalls per unit Roers EP Apartments 195 33.96 390 324 1.66 2 stalls per unit Meets the requirements The Ellie 239 37 404 Trail Pointe Ridge 58 29 116 # of Parking Stalls Required # of Parking Stalls Provided Approved Parking Ratio Paravel 245 49.3 425 1.73 stalls per unit Applewood Point 100 25.8 162 1.62 stalls per unit Martin Blu 192 61.83 Project Name # of Units Staff Report – Roers EP Apartments September 22, 2025 Page 5 USABLE OPEN SPACE Usable open space is required at a ratio of 150 sq ft of usable open space per residential unit, or 29,850 sq ft required. This is being satisfied through a variety of indoor features, including fitness areas, conference and meeting spaces, clubroom, pet spa, and amenity area and patio on the 6th floor. Outdoor features include the pool and fireplace deck, patio and dog run area. These features exceed the minimum code requirements. WETLAND, SHORELAND, AND BLUFF The property is not impacted by any wetlands, bluff, or shoreland characteristics. ENDANGERED, THREATENED OR SPECIAL CONCERN SPECIES No endangered, threatened, or special concern species were identified during a preliminary review of the site. Potential habitat may exist off-site, to the north, owned by another private party. DRAINAGE/STORMWATER MANAGEMENT Stormwater management will be handled onsite, in an underground system below the surface parking lot. TREE LOSS AND GRADING The office building was developed in 1986, so much of the volunteer, natural growth was removed. The proposed apartment building is located mostly within the footprint of the office building, or the developed portions of the site, though there is some encroachment into the hill to the north. There are 39 inches of Heritage trees proposed for removal, in addition to the 358 inches of significant trees removed. Tree replacement is satisfied with on-site plantings. LANDSCAPING The landscaping plan includes a variety of trees, shrubs, grasses, and perennials, with the northern ¼ of the lot remaining untouched. Landscaping is provided in the parking lot, along the foundation of the building, and in the amenity deck area, which is the roof of the underground parking levels. More than 25% of the landscaping is provided by shrubs, grasses, and perennials as permitted by code. INCLUSIONARY HOUSING The project will meet the City’s inclusionary requirements, with 5% of its units at 80% of the Area Medium Income (AMI). The mix of affordable units will be consistent with the mix of units found within the building and detailed in the Development Agreement and Tax Increment Financing (TIF) Agreement. SUSTAINABILITY The City’s Sustainable Building Standard will apply to this project. The developers are exploring an all-electric construction option, which satisfies the SBS requirement due to recent amendments by the City Council. If they are unable to make the all-electric construction option Staff Report – Roers EP Apartments September 22, 2025 Page 6 work, they will utilize a Green Building Rating System (LEED or MN Green Communities) and meet the requirements of the Eden Prairie Overlay as well. Final details will be worked out prior to review by the City Council. The project includes EV installed, EV ready, and EV capable parking stalls within the garage area. PARK FEES The property has satisfied park dedication requirements. SIGNS Wall signs are shown on the elevations and will be required to meet code requirements. OTHER AGENCY OR MUNICIPALITY COMMENTS As part of the Comprehensive Plan Amendment process, information on the project was sent to adjacent cities, the DNR, Three Rivers, and area Transportation agencies. No comments requiring modifications were received. NEIGHBORHOOD MEETING AND RESIDENT INPUT The developers had a neighborhood meeting on September 4th. No neighbors attended that meeting. Prior to that, the developers met with the adjacent condominium association to introduce the project and identify any concerns. Private agreements to maintain the private drives and add additional landscaping screening off-site were made. While shown on the plans, off site landscaping cannot be counted to satisfy the landscaping requirement and are not part of the project approval. STAFF RECOMMENDATION Staff recommends approval of the actions necessary to redevelop the subject property to an apartment building as illustrated on plans dated September 11, 2025. CONDITIONS OF APPROVAL This is based on plans stamp dated September 18, 2025 and the following conditions: 1. Prior to the 1st reading by the City Council, the applicant must: A. Verify the methodology to satisfy the Building Sustainability Standard. B. Locate the additional soil borings on the utility / stormwater plan. C. Satisfy staff comments provided in project review. 2. Prior to release of the final plat, the applicant must: A. Provide Trail Easement documents for review and approval by the City Engineer. B. Pay trunk sewer and water charges or sign a Special Assessment Agreement. C. Pay connection fees. D. Submit a bond, letter of credit, or cash deposit (“security”) that guarantees completion of all public improvements equivalent to 125% of the cost of the improvements. Staff Report – Roers EP Apartments September 22, 2025 Page 7 E. Provide copies of legal documents, either in Association format or private covenant and agreement format to be approved by the City that shall address the following: • Describe the long term private maintenance or replacement agreement for the retaining walls. • Insertion of language in the documents that relinquishes the City of Eden Prairie from maintenance or replacement of the retaining walls. 3. Prior to land alteration permit issuance, the applicant must: A. Obtain permits and approvals from other agencies as needed. B. Obtain City approval of a final grading and drainage plan for the property. C. Submit construction plans and project specifications for public infrastructure for review and approval by the City Engineer. D. Submit detailed utility and erosion control plans for review and approval by the City Engineer. E. Obtain and provide documentation of Watershed District approval. F. Notify the City and Watershed District 48 hours in advance of grading. G. Provide a plan showing construction grading limits and tree protection for review and approval by the City. H. Install erosion control at the grading limits of the property for review and approval by the City. I. Install fencing at the construction grading limits and tree protection areas as shown on the approved plans. J. Submit and receive written approval of an executed landscape agreement. K. Submit a landscaping letter of credit or escrow equivalent to 150% of the cost of the landscaping. L. Provide temporary easements to do work off-site. M. Obtain written approval of a Wrecking Permit for the removal of buildings on the property. N. Make a cash payment for Tree Replacement as provided by City Code. O. Obtain a building permit for retaining wall construction from the City for any retaining walls greater than four feet in height. P. Submit a land alteration bond, letter of credit, or escrow surety equivalent to 125% of the cost of the land alteration. Q. Provide proof that the Inspection and Maintenance Agreement for Private Stormwater Facilities has been recorded. 4. Prior to building permit issuance for the property, the applicant must: A. Provide proof that the Trail Easement has been recorded. B. Provide recorded copies of any private covenants and agreements to the City following recording of the final plat. 5. The following waivers are granted through the PUD for the project as indicated in the plans stamp dated September 11, 2025. A. Density: 33.27 units per acre where 17.4 units per acre is permitted. Staff Report – Roers EP Apartments September 22, 2025 Page 8 B. Front yard setback: 24 feet from the east property line where 35 feet is required. C. Building Height: 75 feet where 45 feet is the maximum. D. Parking stalls: 324 parking stalls where 390 parking stalls are required. 6. Prior to issuance of an Occupancy Permit, the applicant must: A. Construct the retaining wall(s) in accordance with the terms of the permit and terms and conditions of Exhibit C. B. Complete implementation of the lighting plan in Exhibit B. C. Complete construction of mechanical equipment screening. D. Install fully functional EV charging equipment serving at least 5 parking stalls. E. Complete implementation of the approved exterior materials and colors plan. F. Install all the features that are intended to meet the Usable Open Space requirement. UNAPPROVED MINUTES EDEN PRAIRIE PLANNING COMMISSION MONDAY, SEPTEMBER 22, 2025 7:00 PM—CITY CENTER Council Chambers 8080 Mitchell Road COMMISSION MEMBERS: John Kirk, Frank Sherwood, Andrew Pieper, Ed Farr, Trisha Duncan, Robert Taylor, Dan Grote, Charles Weber; Phou Sivilay CITY STAFF: Jeremy Barnhart, City Planner; Carter Shulze, City Engineer; Matt Bourne, Parks and Natural Resources Manager; Kristin Harley, Recording Secretary I. CALL THE MEETING TO ORDER Vice Chair Duncan called the meeting to order at 7:00 p.m. II. PLEDGE OF ALLEGIANCE – ROLL CALL Commission member Pieper, Farr, Weber and Taylor were absent. III. APPROVAL OF AGENDA MOTION: Sivilay moved, seconded by Kirk to approve the agenda. MOTION CARRIED 5-0. IV. MINUTES MOTION: Grote moved, seconded by Kirk to approve the minutes of July 28, 2025. MOTION CARRIED 5-0. V. PUBLIC HEARINGS A. VALLEY VIEW HOTEL DEVELOPMENT (2025-07) • Guide Plan Change on 59.6 acres • Zone Change on 59.6 acres • Preliminary Plat on 59.6 acres • PUD Concept Review on 6.59 acres • PUD District Review w/ Waivers on 6.59 acres • Site Plan Review on 6.59 acres PLANNING COMMISSION MINUTES September 22, 2025 Page 2 John Ferrier, Vice President of CSM Development, displayed a PowerPoint and detailed the application. He introduced staff from the design team, Scott Cross, current general manager of Residence Inn, and Terry Brunhagen, Principal at ESG Architects, and CSM Development Analyst John Carlen. Ferrier explained the current Residence Inn which the first-generation prototype is built in 1984. The Inn had a separate clubhouse with amenities and also 16 8 eight-unit separated guestroom buildings. Marriott had decided this Residence Inn concept was obsolete and need to be replaced. Rather than convert the existing site to a new prototype, the Inn would remain open during construction as this was a high performing hotel. Ferrier displayed aerial views of the site, showing nearby Bryant Lake and the surrounding context. The hotel and restaurant are proposed on 6.9 acres, a small part of the total parcel of 59.55 acres toward the south. Waivers requested were to increase the building height from 40 feet to 52 feet two inches; reduce the shoreline setback from 200 to 100 feet from Supervalu Pond; remove vegetation in the shore impact zone, and a parking setback reduction from 10 feet to 0 feet, because the hotel and restaurant shared parking. The parking generation study showed the hotel’s parking was underutilized even during sell- out days. A zoning change was requested. The current zoning was Rural, and the applicant proposed to rezone the restaurant and Residence Inn site Commercial-Regional Service. The northern undeveloped parcel would be Parks and Open Space. A land use change was also requested, changing from office, medium high density residential and parks and open space to commercial and parks and open space. The proposed undeveloped parks and open space was actually being increased. The office market was in sharp decline, approaching 25, and expected to reach 30 percent by 2028. There was a negative office absorption rate for 17 or 18 quarters. Ferrier displayed the site plan showing a five-story Residence Inn with 157 keys and a restaurant. No heritage trees would be removed. The traffic study showed no significant delays, impacts or queueing issues with the proposed development. The current right-in only entrance and exit would be increased to include a left-in, left-out. The applicant had conducted a neighborhood meeting and showed few impacts at a distance of 2,900 feet from Bryant Lake and 3,000 feet from Beach Road. There would be bluff screening and 50 acres of undeveloped land. The View Corridor studies showed the screened view across Bryant Lake and no visibility from points on the lake. He displayed elevations and stated the materials would consist of over 75 percent Class One materials, such as brick and cultured stone, and glass. The view from 494 showed only the top of the Inn. He added he had placed PLANNING COMMISSION MINUTES September 22, 2025 Page 3 this development where it would have least impact. This was a popular hotel brand that would be kept in Eden Prairie. Sherwood asked for and received confirmation there would be meeting space open to residents. Barnhart presented the staff report. A similar waiver for building height had been approved in the past, providing feasible development while preserving slopes and adjacent water bodies. The setback waiver was in keeping with the neighboring public school building, preserving the existing features of the site, steep slopes and other natural features, and was in keeping with the overall goal of the Ordinance. The shoreline setback staff supported for same reason. The parking itself was not a waiver, as the number of stalls met the requirement, but Code required sharing, so this was a parking setback requirement, as the property line fell along a driveway. Staff recommended approval subject to the conditions in the staff report; there was still work to be done on small details before this came before the City Council. Eric Wessel, resident at 12762 Gordon Drive, asked if the Department of Fish and Wildlife had been contacted regarding the eagle’s nest he’s watched for a decade (as the DNR was not involved). He requested that a minimum foot requirement be determined to leave the nest protected. He also asked in a town of 60,000 people what the demand was for another hotel. He questioned the parking study’s conclusions and asked if the applicant had consulted with others in the hospitality industry. Joe Docter, resident at 7032 Willow Creek Road, asked two questions: the proposed lighting for the parking lot, building, and restaurant, and who would own the newly zoned parks and open space, how this would be taxed, the restrictions of further zoning, and how this development would open this property up for residents’ use. He added the elevation at the top of the proposed building was actually 947 feet 6 inches, higher than highest peak and would be more prominent than shown in the renderings. Barnhart replied the lighting plan requirements would not exceed 0.5-foot candles beyond the property line and this development met the Code Requirements regarding this and light pole height (25 feet above a three-foot base). The City is working toward acquisition of the rest of the parcel of land (Outlot A) for City use. The height of the building is measured at average grade around the property to the top of parapet, and the building would be embedded into the grade, lowering the top of the building compared to the surrounding area. The true height from the lowest grade to the top would be between 56-58 feet. The grading and elevation plans were available online, and the average grades would account for the 6-foot difference. PLANNING COMMISSION MINUTES September 22, 2025 Page 4 Mark Kronbeck, of Alliant Engineering, replied the eagle’s nest was new information to the applicants, and wished to see it on a map. Scott Cross added the applicant was not adding a new hotel but replacing the hotel yet adding keys to market. The hotel had a 94 percent occupancy rate, so there was an absolute demand. The applicant was undecided what to do with existing hotel once the new one was built. Wessel stated there was vegetation on the trees for three months of the year, and Docter stated from his house he would see the hotel, especially with leaves off the trees, even above the mound. There were four or five houses that would see the hotel, especially during winter. MOTION: Kirk moved, seconded by Grote to close the public hearing. Motion carried 5-0. Kirk stated he had taken notes of the public’s comments. He commended the mention of an eagle’s nest and asked the developer to gather information to minimize impact on this nest. The site was beautiful; minimizing the impact and maximizing the open space to be acquired by the City had great potential for access to another park/conservation area. Keeping an existing business in Eden Prairie was ideal and an upgrade was understandable. The sightlines he considered an issue; in his many years on the commission, he saw that answers were often a compromise and not perfect. Grote reiterated the proposed building would be built below grade and the height would not be as much as it would be if built on grade. Sherwood commended the applicant on its analysis of office demand; hospitality was rising and would continue to improve. Duncan commended the proposal for meeting a long list of conditions to be met, and stated staff had been diligent in approach. Duncan asked if an environmental analysis would this have caught the eagle’s nest. Barnhart replied one had been completed; a nest was not flagged, and staff and the applicant would work together to address this. He added the lighting plan would be part of the Exhibit B plans presented to the City Council. There was presently no restaurant tenant. Ferrier stated the applicant would start marketing to secure a restaurant tenant once the development was approved. Kirk stated one commission member who could not attend tonight would have closely looked at the waivers; he himself found the height not an extreme waiver, as the commission had allowed similar, the parking setback to be a nonissue, and the shoreline setback not extreme. In all, these were mainline waiver requests. He commended the fantastic discussion as a result of citizen input, stating this was the purpose of the commission—to provide advice to the City Council. Input was important, as the City Council would make the ultimate decision, and the Council Members listened to these meetings on video in order to hear the residents’ concerns. PLANNING COMMISSION MINUTES September 22, 2025 Page 5 MOTION: Sherwood moved, seconded by Grote to recommend approval of the Guide Plan Change on 59.6 acres; Zone Change on 59.6 acres; Preliminary Plat on 59.6 acres; PUD Concept Review on 6.59 acres; PUD District Review with Waivers on 6.59 acres; and Site Plan Review on 6.59 acres as recommended by the staff report dated September 22, 2025. Motion carried 5-0. B. Roers Eden Prairie Apartments (2025-06) • Guide Plan Change on 5.86 acres • Zone Change on 5.86 acres • PUD Concept Review on 5.86 acres • PUD District Review w/ Waivers on 5.86 acres • Site Plan Review on 5.86 acres Nick Asta, of Roers Companies, presented a PowerPoint and detailed the application. He stated he had held two neighborhood meetings, with zero attendance, and had undergone an extensive approval process with the condominium association, and the neighbors were in favor of the development. Justin Merkovich, of JLG Architects, stated this was a 195-dwelling unit development, and was currently zoned Industrial flex tech. The land use proposed was medium density residential, with a zoning change from Office to RM-2.5. This would consist of a mix of one-, two- and three-bedroom units, with 117 surface parking stalls and landscaping. He showed the site, with industrial in the Golden Triangle to the west, and city station to the north. Waivers: the applicant proposed a waiver for a density of 33.26 instead of 17.4, as the development was adjacent to a highway and the Southwest Light Rail. Another waiver would decrease the front yard setback to 24 feet. The height waiver requested a height of 69 feet to accommodate a grade change. The parking waiver requested 207 stalls and 117 surface stalls. The landscaping met the Code requirements. The site analysis showed view sheds and an overview of the development. Merkovich also presented the historical context of the site (“The Old Farm”) over time. Materials would be Class One brick, cement fiber board, metal and glass. He displayed renderings of the proposed development giving more context and drawing upon the historical elements (especially with the curved main entry inspired by the grain silo). He also displayed residential amenities and a connection to the future light rail. Barnhart presented the staff report. He commended the design of this infill project and stated this would replace an office building dating from 1986. The building was required to meet the Sustainable Building standards and is proposing electric heating. The waivers were in keeping with the land use guidance and the surrounding area. Access was via City West Parkway, and Highway 212 ran in front of the site, making the setback a nonissue. The Comprehensive Plan established a range of density, and this was a candidate for higher density, being PLANNING COMMISSION MINUTES September 22, 2025 Page 6 close to the LRT. The parking ratio proposed was 324 parking spaces for 195 units (1.66 spaces per unit) while this is in the lower range of ratios approved by the city, the developer feels confident the parking will meet their needs. Staff expect this development to be completed around the time the Southwest Light Rail station begins operation. The landscaping plan met the requirements for both landscaping and tree replacement. There would be additional landscaping south of the development to screen the development. The architecture and materials exceeded requirements. Staff recommended approval subject to the conditions of the staff report. Grote asked for a date of the southwest light rail opening, and Barnhart estimated it would be in 2027. MOTION: Grote moved, seconded by Kirk to close the public hearing. Motion carried 5-0. Sivilay commended the design. Kirk stated he found this was a positive development, and praised the historical perspective included. He took no issue with the waivers, though density and parking waivers could trouble him, yet any that have been approved have followed through with their promises. Duncan echoed Kirk’s appreciation of the historical element, as well as the developer’s work with the neighbors. She asked for clarification on the distance between this property and light rail, and any resulting safety concerns. Barnhart replied there was a current half-mile pathway on existing trails to reach the station; the City was also working on plans to create a direct trail north through the wooded area. He had no timeline, but the need was recognized and would be improved, though facilitated at present through existing trails. Duncan echoed the praise for the historical research and echoing of that in the design. She praised the applicant for conducting the neighborhood meetings. She asked for more information regarding the distance to the light rail and any safety concerns that might arise. Barnhart replied there was currently a half-mile pathway to the light rail via existing trails, and the City was already working on plans to construct a direct trail through the wooded area. Duncan asked for and received confirmation the applicant was providing easement to create a direct trail, and there was space for this between the property and Highway 212. MOTION: Kirk moved, seconded by Grote to recommend approval of the Guide Plan Change on 5.86 acres; Zone Change on 5.86 acres; PUD Concept Review on 5.86 acres; PUD District Review w/ Waivers on 5.86 acres; and Site Plan Review on 5.86 acres as recommended by the staff report dated September 22, 2025. Motion carried 5-0. PLANNING COMMISSION MINUTES September 22, 2025 Page 7 PLANNERS’ REPORT MEMBERS’ REPORTS VI. ADJOURNMENT MOTION: Grote moved, seconded by Kirk to adjourn. Motion carried 5-0. The meeting was adjourned at 8:13 p.m. City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Public Hearings Item Number: VIII.C. Department: Community Development Julie Klima ITEM DESCRIPTION Roers Apartments is requesting Tax Increment Financing (TIF) for Roers Eden Prairie Apartments located at 6436 City West Parkway. Roers Apartments is a 195 unit mixed-income apartment project that meets the criteria for a new Housing TIF District. The project will be developed in one phase. The project proposes to include 20% of the units (39 units) affordable to residents earning at or below 50% of the Area Median Income (AMI). An additional 5% of the units (10 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 146 units will be market rate. This request necessitates a Redevelopment Plan modification, creation of a new TIF District No. 27, and a TIF Plan for Roers Apartments. The TIF Plan for TIF District No. 27 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. REQUESTED ACTION Move to: • Close the public hearing; and • Direct staff to include the Redevelopment Plan Modification for Redevelopment Project Area No. 5, establishment of TIF District No. 27, and adoption of a TIF plan on a future City Council meeting agenda; and • Recommend that staff include the TIF Plan and the TIF Development Agreement on a future HRA meeting agenda. SUMMARY TIF District No. 27 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 $20.73 million. This is a maximum budget intended to provide flexibility. It includes 3% 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 $4.5 million. Total payments, which include interest paid, are projected to be $8.4 million. Current estimates show that the amount can be repaid within 19 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. Proposed Financing and General Terms: Housing TIF: Roers is requesting new Housing TIF District financing for Roers Eden Prairie Apartments. The original request was for $5,070,000 of new TIF in the form of pay-as-you-go over 26 years. Ehlers Public Finance (our TIF consultants) and staff have reviewed Roers 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 $4.5 million of present value TIF paid over 19 years. 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, Roers would need to maintain 39 units at rents affordable to households whose incomes do not exceed 50% of the AMI. Roers 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 39 affordable TIF units staff recommends a minimum of 20 one bedroom, 16 two-bedroom, and 3 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 10 IH units including 5 one-bedroom units, 4 two- bedroom units, and 1 three-bedroom unit. The developer is in general agreement with the staff recommendations. ATTACHMENTS Modification to the Redevelopment Plan and Tax Increment Financing Plan Adoption Date: October 21, 2025 Eden Prairie Housing and Redevelopment Authority City of Eden Prairie, Hennepin County, Minnesota MODIFICATION TO THE DEVELOPMENT PROGRAM Redevelopment Project Area No. 5 & Tax Increment Financing (TIF) Plan Establishment of Tax Increment Financing District No. 27 (Roers) (a housing district) BUILDING COMMUNITIES. IT’S WHAT WE DO. Prepared by: Ehlers 3001 Broadway Street, Suite 320 Minneapolis, Minnesota 55413 DRAFT   TABLE OF CONTENTS Modification to the Development Program for Redevelopment Project Area No. 5 1  FOREWORD 1  Tax Increment Financing Plan for Tax Increment Financing District No. 27 (Roers) 2  FOREWORD 2  STATUTORY AUTHORITY 2  STATEMENT OF OBJECTIVES 2  DEVELOPMENT PROGRAM OVERVIEW 3  DESCRIPTION OF PROPERTY IN THE DISTRICT AND PROPERTY TO BE ACQUIRED 3  DISTRICT CLASSIFICATION 4  DURATION & FIRST YEAR OF DISTRICT’S TAX INCREMENT 4  ORIGINAL TAX CAPACITY, TAX RATE & ESTIMATED CAPTURED NET TAX CAPACITY VALUE/INCREMENT & NOTIFICATION OF PRIOR PLANNED IMPROVEMENTS 4  SOURCES OF REVENUE/BONDS TO BE ISSUED 6  USES OF FUNDS 7  FISCAL DISPARITIES ELECTION 7  ESTIMATED IMPACT ON OTHER TAXING JURISDICTIONS 8  SUPPORTING DOCUMENTATION 10  DISTRICT ADMINISTRATION 10  Appendix A: Map of Redevelopment Project Area No. 5 and the TIF District   Appendix B: Estimated Cash Flow for the District   Appendix C: Findings Including But/For Qualifications   DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) Modification to the Development Program for Redevelopment Project Area No. 5 FOREWORD The following text represents a Modification to the Development Program for Redevelopment Project Area No. 5. This modification represents a continuation of the goals and objectives set forth in the Development Program for Redevelopment Project Area No. 5. Generally, the substantive changes include the establishment of Tax Increment Financing District No. 27 (Roers). For further information, a review of the Development Program for Redevelopment Project Area No. 5, is recommended. It is available from the Community Development Director at the City of Eden Prairie. Other relevant information is contained in the tax increment financing plans for the tax increment financing districts located within Redevelopment Project Area No. 5. DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 2 Tax Increment Financing Plan for Tax Increment Financing District No. 27 (Roers) FOREWORD The Eden Prairie Housing and Redevelopment Authority (the "HRA"), the City of Eden Prairie (the "City"), staff and consultants have prepared the following information to expedite the Establishment of Tax Increment Financing District No. 27 (Roers) (the "District"), a housing tax increment financing district, located in Redevelopment Project Area No. 5. STATUTORY AUTHORITY Within the City, there exist areas where public involvement is necessary to cause development or redevelopment to occur. To this end, the HRA and City have certain statutory powers pursuant to Minnesota Statutes ("M.S."), Sections 469.001 - 469.047, inclusive, as amended, and M.S., Sections 469.174 to 469.1794, inclusive, as amended (the "TIF Act"), to assist in financing public costs related to this project. This section contains the Tax Increment Financing Plan (the "TIF Plan") for the District. Other relevant information is contained in the Modification to the Development Program for Redevelopment Project Area No. 5. STATEMENT OF OBJECTIVES The District currently consists of two (2) parcels of land and adjacent roads and internal rights-of-way. The District is being created to facilitate construction of 199 units of mixed-income apartments in the City. The HRA intends to enter into an agreement with Roers Companies for the project. Development is anticipated to begin in 2026. This TIF Plan is expected to achieve many of the objectives outlined in the Development Program for Redevelopment Project Area No. 5. The activities contemplated in the Modification to the Development Program and the TIF Plan do not preclude the undertaking of other qualified development or redevelopment activities. These activities are anticipated to occur over the life of Redevelopment Project Area No. 5 and the District. DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 3 DEVELOPMENT PROGRAM OVERVIEW Pursuant to the Development Program and authorizing state statutes, the HRA or City is authorized to undertake the following activities in the District: 1. Property to be Acquired – Although not anticipated at this time, selected property located within the District may be acquired by the HRA or City and is further described in this TIF Plan. 2. Relocation - Relocation services, to the extent required by law, are available pursuant to M.S., Chapter 117 and other relevant state and federal laws. 3. Upon approval of a developer's plan relating to the project and completion of the necessary legal requirements, the HRA or City may sell to a developer selected properties that it may acquire within the District or may lease land or facilities to a developer. 4. The HRA or City may perform or provide for some or all necessary acquisition, construction, relocation, demolition, and required utilities and public street work within the District. DESCRIPTION OF PROPERTY IN THE DISTRICT AND PROPERTY TO BE ACQUIRED The District encompasses all property and adjacent roads rights-of-way and abutting roadways identified by the parcels listed below. Parcel number Address Owner 01-116-22-24-0052 6436 City West Pkwy Duchossois Milestone R E LLC 01-116-22-24-0053 Unassigned Duchossois Milestone R E LLC Please also see the map in Appendix A for further information on the location of the District. The HRA or City may acquire any parcel within the District including interior and adjacent street rights of way. Any properties identified for acquisition will be acquired by the HRA or City only in order to accomplish one or more of the following: storm sewer improvements; provide land for needed public streets, utilities and facilities; carry out land acquisition, site improvements, clearance and/or development to accomplish the uses and objectives set forth in this plan. The HRA or City may acquire property by gift, dedication, condemnation or direct purchase from willing sellers in order to achieve the objectives of this TIF Plan. DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 4 Such acquisitions will be undertaken only when there is assurance of funding to finance the acquisition and related costs. DISTRICT CLASSIFICATION The HRA and City, in determining the need to create a tax increment financing district in accordance with M.S., Sections 469.174 to 469.1794, as amended, inclusive, find that the District, to be established, is a housing district pursuant to M.S., Section 469.174, Subd. 11 and M.S., Section 469.1761. $ The District consists of two (2) parcels $ The development will consist of 199 units of multi-family rental housing $ 20% of the units will be occupied by person with incomes less than 50% of $ The project does not include any commercial, retail or other non- residential uses. Pursuant to M.S., Section 469.176, Subd. 7, the District does not contain any parcel or part of a parcel that qualified under the provisions of M.S., Sections 273.111, 273.112, or 273.114 or Chapter 473H for taxes payable in any of the five calendar years before the filing of the request for certification of the District. DURATION & FIRST YEAR OF DISTRICT’S TAX INCREMENT Pursuant to M.S., Section 469.175, Subd. 1, and Section 469.176, Subd. 1, the duration and first year of tax increment of the District must be indicated within the TIF Plan. Pursuant to M.S., Section 469.176, Subd. 1b., the duration of the District will be 25 years after receipt of the first increment by the HRA or City (a total of 26 years of tax increment). The HRA or City elects to receive the first tax increment in 2028, which is no later than four years following the year of approval of the District. Thus, it is estimated that the District, including any modifications of the TIF Plan for subsequent phases or other changes, would terminate after 2053, or when the TIF Plan is satisfied. The HRA or City reserves the right to decertify the District prior to the legally required date. ORIGINAL TAX CAPACITY, TAX RATE & ESTIMATED CAPTURED NET TAX CAPACITY VALUE/INCREMENT & NOTIFICATION OF PRIOR PLANNED IMPROVEMENTS Pursuant to M.S., Section 469.174, Subd. 7 and M.S., Section 469.177, Subd. 1, the Original Net Tax Capacity (ONTC) as certified for the District will be based on the market values placed on the property by the assessor in 2025 for taxes payable 2026. DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 5 Pursuant to M.S., Section 469.177, Subds. 1 and 2, the County Auditor shall certify in each year (beginning in the payment year 2028) the amount by which the original value has increased or decreased as a result of: 1. Change in tax exempt status of property; 2. Reduction or enlargement of the geographic boundaries of the District; 3. Change due to adjustments, negotiated or court-ordered abatements; 4. Change in the use of the property and classification; 5. Change in state law governing class rates; or 6. Change in previously issued building permits. In any year in which the current Net Tax Capacity (NTC) value of the District declines below the ONTC, no value will be captured and no tax increment will be payable to the HRA or City. The original local tax rate for the District will be the local tax rate for taxes payable 2026, assuming the request for certification is made before June 30, 2026. The rates for 2026 were not available at the time the District was established. The ONTC and the Original Local Tax Rate for the District appear in the table below. Pursuant to M.S., Section 469.174 Subd. 4 and M.S., Section 469.177, Subd. 1, 2, and 4, the estimated Captured Net Tax Capacity (CTC) of the District, within Redevelopment Project Area No. 5, upon completion of the projects within the District, will annually approximate tax increment revenues as shown in the table below. The HRA and City request 100% of the available increase in tax capacity be used for repayment of the obligations of the HRA or City and current expenditures, beginning in the tax year payable 2028. The Project Tax Capacity (PTC) listed is an estimate of values when the projects within the District are completed. Development estimated Tax Capacity upon completion 1,153,561 Original estimated Net Tax Capacity 46,012 Fiscal Disparities 0 Estimated Captured Tax Capacity 1,107,549 Original Local Tax Rate 96.9480%Pay 2025 Estimated Annual Tax Increment $1,073,747 Percent Retained by the City 100% Project Tax Capacity Note: Tax capacity includes a 3% inflation factor for the duration of the District. The tax capacity included in this chart is the estimated tax capacity of the District in year 26. The tax capacity of the District in year one is estimated to be $146,125. DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 6 Pursuant to M.S., Section 469.177, Subd. 4, the HRA shall, after a due and diligent search, accompany its request for certification to the County Auditor or its notice of the District enlargement pursuant to M.S., Section 469.175, Subd. 4, with a listing of all properties within the District or area of enlargement for which building permits have been issued during the eighteen (18) months immediately preceding approval of the TIF Plan by the municipality pursuant to M.S., Section 469.175, Subd. 3. The County Auditor shall increase the original net tax capacity of the District by the net tax capacity of improvements for which a building permit was issued. The City has reviewed the area to be included in the District and found no parcels for which building permits have been issued during the 18 months immediately preceding approval of the TIF Plan by the City. SOURCES OF REVENUE/BONDS TO BE ISSUED The total estimated tax increment revenues for the District are shown in the table below: SOURCES Tax Increment 18,846,905$ Interest 1,884,691 TOTAL 20,731,596$ The costs outlined in the Uses of Funds will be financed primarily through the annual collection of tax increments. The HRA or City reserves the right to issue bonds (as defined in the TIF Act) or incur other indebtedness as a result of the TIF Plan. As presently proposed, the projects within the District will be financed by pay-as-you-go notes and interfund loans. Any refunding amounts will be deemed a budgeted cost without a formal modification to this TIF Plan. This provision does not obligate the HRA or City to incur debt. The HRA or City will issue bonds or incur other debt only upon the determination that such action is in the best interest of the City. The HRA or City may issue bonds secured in whole or in part with tax increments from the District in a maximum principal amount of $12,013,846. Such bonds may be in the form of pay-as-you-go notes, revenue bonds or notes, general obligation bonds, or interfund loans. This estimate of total bonded indebtedness is a cumulative statement of authority under this TIF Plan as of the date of approval. DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 7 USES OF FUNDS Currently under consideration for the District is a proposal to facilitate construction of 199 units of mixed-income apartments in the community. . The HRA and City have determined that it will be necessary to provide assistance to the project(s) for certain District costs, as described herein. The HRA has studied the feasibility of the development or redevelopment of property in and around the District. To facilitate the establishment and development or redevelopment of the District, this TIF Plan authorizes the use of tax increment financing to pay for the cost of certain eligible expenses. The estimate of public costs and uses of funds associated with the District is outlined in the following table. USES Land/Building Acquisition 5,250,000$ Site Improvements/Preparation 500,000 Affordable Housing 4,129,155 Utilities 250,000 Administrative Costs (up to 10%)1,884,691 PROJECT COSTS TOTAL 12,013,846$ Interest 8,717,750 PROJECT AND INTEREST COSTS TOTAL 20,731,596$ The total project cost, including financing costs (interest) listed in the table above does not exceed the total projected tax increments for the District as shown in the Sources of Revenue section. Estimated costs associated with the District are subject to change among categories without a modification to the TIF Plan. The cost of all activities to be considered for tax increment financing will not exceed, without formal modification, the budget above pursuant to the applicable statutory requirements. The HRA may expend funds for qualified housing activities outside of the District boundaries. FISCAL DISPARITIES ELECTION Pursuant to M.S., Section 469.177, Subd. 3, the HRA or City may elect one of two methods to calculate fiscal disparities. The HRA will choose to calculate fiscal disparities by clause b (inside). DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 8 ESTIMATED IMPACT ON OTHER TAXING JURISDICTIONS The estimated impact on other taxing jurisdictions assumes that the redevelopment contemplated by the TIF Plan would occur without the creation of the District. However, the HRA or City has determined that such development or redevelopment would not occur "but for" tax increment financing and that, therefore, the fiscal impact on other taxing jurisdictions is $0. The estimated fiscal impact of the District would be as follows if the "but for" test was not met: Entity 2024/Pay 2025 Total Net Tax Capacity Estimated Captured Tax Capacity (CTC) upon completion Percent of CTC to Entity Total Hennepin County 2,605,319,580 1,107,549 0.0425% City of Eden Prairie 152,827,938 1,107,549 0.7247% ISD 272 (Eden Prairie Schools)146,099,588 1,107,549 0.7581% Impact on Tax Base Entity Pay 2025 Extension Rate Percent of Total CTC Potential Taxes Hennepin County 37.0810% 38.25% 1,107,549 $ 410,690 City of Eden Prairie 30.7240% 31.69% 1,107,549 340,283 ISD 272 (Eden Prairie Schools)20.7320% 21.38% 1,107,549 229,617 Other 8.4110%8.68% 1,107,549 93,156 96.9480% 100.00% $1,073,747 Impact on Tax Rates The estimates listed above display the captured tax capacity when all construction is completed. The tax rate used for calculations is the Pay 2025 rate. The total net capacity for the entities listed above are based on Pay 2025 figures. The District will be certified under the Pay 2026 rates, which were unavailable at the time this TIF Plan was prepared. Pursuant to M.S., Section 469.175 Subd. 2(b): (1) Estimate of total tax increment. It is estimated that the total amount of tax increment that will be generated over the life of the District is $18,846,905; DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 9 (2) Probable impact of the District on city provided services and ability to issue debt. An impact of the District on police protection is expected. With any addition of new residents or businesses, police calls for service will be increased. New developments add an increase in traffic, and additional overall demands to the call load. The City does not expect that the proposed development, in and of itself, will necessitate new capital investment in vehicles or facilities. The probable impact of the District on fire protection is not expected to be significant. Typically new buildings generate fewer calls and are of superior construction. The City does not expect that the proposed development, in and of itself, will necessitate new capital investment in vehicles or facilities. The impact of the District on public infrastructure is expected to be minimal. The development is not expected to significantly impact any traffic movements in the area. The current infrastructure for sanitary sewer, storm sewer and water will be able to handle the additional volume generated from the proposed development. Based on the development plans, there are little to no additional costs associated with street maintenance, sweeping, plowing, lighting and sidewalks. The probable impact of the issuance of any general obligation tax increment bonds payable from tax increment revenues from the District on the City’s ability to issue debt for general fund purposes is expected to be minimal. It is not anticipated that there will be any general obligation debt issued in relation to this project, therefore there will be no impact on the City's ability to issue future debt or on the City's debt limit. (3) Estimated amount of tax increment attributable to school district levies. It is estimated that the amount of tax increments over the life of the District that would be attributable to school district levies, assuming the school district's share of the total local tax rate for all taxing jurisdictions remained the same is $4,030,347; (4) Estimated amount of tax increment attributable to county levies. It is estimated that the amount of tax increments over the life of the District that would be attributable to county levies, assuming the county's share of the total local tax rate for all taxing jurisdictions remained the same, is $7,208,628; DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers) 10 (5) Additional information requested by the county or school district. The City is not aware of any standard questions in a county or school district written policy regarding tax increment districts and impact on county or school district services. The county or school district must request additional information pursuant to M.S., Section 469.175 Subd. 2(b) within 15 days after receipt of the tax increment financing plan. No requests for additional information from the county or school district regarding the proposed development for the District have been received. SUPPORTING DOCUMENTATION Pursuant to M.S., Section 469.175, Subd. 1 (a), clause 7 this TIF Plan must contain identification and description of studies and analyses used to make the determination set forth in M.S., Section 469.175, Subd. 3, clause (b)(2) and the findings are required in the resolution approving the District. (i) In making said determination, reliance has been placed upon (1) written representation made by the Developer to such effects, (2) review of the Developer’s pro forma; and (3) City staff awareness of the feasibility of developing the project site within the District, which is further outlined in the City Council resolution approving the establishment of the District and Appendix C. (ii) A comparative analysis of estimated market value both with and without establishment of the District and the use of tax increments has been performed. Such analysis is included with the cashflow in Appendix B and indicates that the increase in estimated market value of the proposed development (less the indicated subtractions) exceeds the estimated market value of the site absent the establishment of the District and the use of tax increments. DISTRICT ADMINISTRATION Administration of the District will be handled by the Community Development Director. DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers)  Appendix A: Map of Redevelopment Project Area No. 5 and the TIF District DRAFT DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers)  Appendix B: Estimated Cash Flow for the District DRAFT Roers MultifamilyCity of Eden Prairie, MN 199 Rental UnitsASSUMPTIONS AND RATESDistrictType:HousingDistrict Name/Number:County District #:Exempt Class Rate (Exempt)0.00%First Year Construction or Inflation on Value2026Commercial Industrial Preferred Class Rate (C/I Pref.)Existing District - Specify No. Years RemainingFirst $150,0001.50%Inflation Rate - Every Year:3.00%Over $150,0002.00%Interest Rate:5.00%Commercial Industrial Class Rate (C/I)2.00%Present Value Date:1-Aug-27Rental Housing Class Rate (Rental)1.25%First Period Ending1-Feb-28Affordable Rental Housing Class Rate (Aff. Rental)Tax Year District was Certified:Pay 2026First $100,000 0.25%Cashflow Assumes First Tax Increment For Development: 2028 Over $100,000 0.25%Years of Tax Increment 26 Non-Homestead Residential (Non-H Res. 1 Unit)Assumes Last Year of Tax Increment2053First $500,0001.00%Fiscal Disparities Election [Outside (A), Inside (B), or NA]Inside(B)Over $500,0001.25%Incremental or Total Fiscal DisparitiesIncrementalHomestead Residential Class Rate (Hmstd. Res.)Fiscal Disparities Contribution Ratio38.2351% Pay 2025First $500,0001.00%Fiscal Disparities Metro-Wide Tax Rate123.8880% Pay 2025Over $500,0001.25%Maximum/Frozen Local Tax Rate: 96.948% Pay 2025Agricultural Non-Homestead1.00%Current Local Tax Rate: (Use lesser of Current or Max.)96.948% Pay 2025State-wide Tax Rate (Comm./Ind. only used for total taxes)28.8570% Pay 2025Market Value Tax Rate (Used for total taxes)0.21908% Pay 2025Building Total PercentageTax Year Property CurrentClassAfterLandMarket Market Of Value Used OriginalOriginalTaxOriginalAfterConversionMap ID PIDOwner AddressMarket Value ValueValue for District Market Value Market Value Class Tax Capacity Conversion Orig. Tax Cap.101-116-22-24-0052 Duchossois 6436 City West Pkwy1,708,000 2,674,0004,382,000 80% 3,505,600 Pay 2026C/I Pref.69,362 Rental43,820 1201-116-22-24-0052 Duchossois 6436 City West Pkwy1,708,000 2,674,0004,382,000 20% 876,400 Pay 2026C/I Pref.16,778 Aff. Rental2,191 01-116-22-24-0053 Duchossois Unassigned 100 0100 80% 80 Pay 2026C/I Pref.1 Rental1 01-116-22-24-0053 Duchossois Unassigned 100 0100 20% 20 Pay 2026C/I Pref.0 Aff. Rental0 3,416,200 5,348,000 8,764,2004,382,100 86,14246,012Note:1. Base values are for pay 2026 based on review of County website on 6-27-25.2. Located in SD #272, WS #1Area/ PhaseTax Rates BASE VALUE INFORMATION (Original Tax Capacity)DRAFT Roers MultifamilyCity of Eden Prairie, MN 199 Rental UnitsEstimated Taxable Total Taxable Property Percentage Percentage Percentage Percentage First YearMarket 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./UnitsValueClass Tax Capacity Capacity/Unit 2026202720282029PayableApartments 280,000280,000 15944,520,000 Rental 556,500 3,500 25% 75% 100% 100% 2030Apartments 280,000280,000 4011,200,000Aff. Rental 28,000700 25%75%100%100%2030TOTAL55,720,000 584,500 Subtotal Residential199 55,720,000 584,500 Subtotal Commercial/Ind.00 0 Note:1. Market values are based upon estimates from the City assessor.TotalFiscal LocalLocalFiscal State-wide MarketTaxDisparitiesTax Property Disparities PropertyValueTotalTaxes PerNew Use Capacity Tax Capacity CapacityTaxesTaxesTaxesTaxesTaxes Sq. Ft./UnitApartments 556,5000556,500539,5160097,534637,050 4,006.60Apartments 28,000028,00027,145006,13433,280831.99TOTAL584,5000584,500566,66100103,669670,330Note: 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 670,330Current Market Value - Est. 4,382,100less State-wide Taxes 0New Market Value - Est. 55,720,000less Fiscal Disp. Adj. 0 Difference 51,337,900less Market Value Taxes (103,669)Present Value of Tax Increment 9,193,614less Base Value Taxes (44,608) Difference 42,144,286Annual Gross TIF 522,053Value likely to occur without Tax Increment is less than:42,144,286 WHAT IS EXCLUDED FROM TIF?MARKET VALUE BUT / FOR ANALYSISTAX CALCULATIONSPROJECT INFORMATION (Project Tax Capacity)DRAFT Roers MultifamilyCity of Eden Prairie, MN 199 Rental UnitsTAX INCREMENT CASH FLOWProject Original Fiscal CapturedLocal Annual Semi-Annual State Admin. Semi-Annual Semi-Annual PERIOD% of TaxTax Disparities TaxTax Gross Tax Gross Tax AuditoratNet Tax Present ENDING Tax PaymentOTC Capacity Capacity Incremental CapacityRate Increment Increment 0.36%10% Increment Value Yrs. Year Date- - - - 02/01/28100% 146,125 (46,012) - 100,113 96.948% 97,058 48,529 (175) (4,835) 43,519 41,422 0.5 2028 08/01/28100% 146,125 (46,012) - 100,113 96.948% 97,058 48,529 (175) (4,835) 43,519 81,833 1 2028 02/01/29100% 438,375 (46,012) - 392,363 96.948% 380,388 190,194 (685) (18,951) 170,558 236,351 1.5 2029 08/01/29100% 438,375 (46,012) - 392,363 96.948% 380,388 190,194 (685) (18,951) 170,558 387,099 2 2029 02/01/30100% 584,500 (46,012) - 538,488 96.948% 522,053 261,027 (940) (26,009) 234,078 588,944 2.5 2030 08/01/30100% 584,500 (46,012) - 538,488 96.948% 522,053 261,027 (940) (26,009) 234,078 785,866 3 2030 02/01/31100% 602,035 (46,012) - 556,023 96.948% 539,053 269,527 (970) (26,856) 241,701 984,241 3.5 2031 08/01/31100% 602,035 (46,012) - 556,023 96.948% 539,053 269,527 (970) (26,856) 241,701 1,177,778 4 2031 02/01/32100% 620,096 (46,012) - 574,084 96.948%556,563 278,281 (1,002) (27,728) 249,552 1,372,727 4.5 2032 08/01/32100% 620,096 (46,012) - 574,084 96.948% 556,563 278,281 (1,002) (27,728) 249,552 1,562,922 5 2032 02/01/33100% 638,699 (46,012) - 592,687 96.948% 574,598 287,299 (1,034) (28,626) 257,638 1,754,490 5.5 2033 08/01/33100% 638,699 (46,012) - 592,687 96.948% 574,598 287,299 (1,034) (28,626) 257,638 1,941,386 6 2033 02/01/34100% 657,860 (46,012) - 611,848 96.948% 593,174 296,587 (1,068) (29,552) 265,967 2,129,619 6.5 2034 08/01/34100% 657,860 (46,012) - 611,848 96.948% 593,174 296,587 (1,068) (29,552) 265,967 2,313,260 7 2034 02/01/35100% 677,596 (46,012) - 631,584 96.948% 612,308 306,154 (1,102) (30,505) 274,547 2,498,201 7.5 2035 08/01/35100% 677,596 (46,012) - 631,584 96.948% 612,308 306,154 (1,102) (30,505) 274,547 2,678,632 8 2035 02/01/36100% 697,924 (46,012) - 651,912 96.948% 632,015 316,008 (1,138) (31,487) 283,383 2,860,327 8.5 2036 08/01/36100%697,924 (46,012) - 651,912 96.948% 632,015 316,008 (1,138) (31,487) 283,383 3,037,591 9 2036 02/01/37100% 718,861 (46,012) - 672,849 96.948% 652,314 326,157 (1,174) (32,498) 292,484 3,216,086 9.5 2037 08/01/37100% 718,861 (46,012) - 672,849 96.948% 652,314 326,157 (1,174) (32,498) 292,484 3,390,227 10 2037 02/01/38100% 740,427 (46,012) - 694,415 96.948% 673,222 336,611 (1,212) (33,540) 301,859 3,565,567 10.5 2038 08/01/38100% 740,427 (46,012) - 694,415 96.948% 673,222 336,611 (1,212) (33,540) 301,859 3,736,629 11 2038 02/01/39100% 762,640 (46,012) - 716,628 96.948% 694,756 347,378 (1,251) (34,613) 311,515 3,908,858 11.5 2039 08/01/39100% 762,640 (46,012) - 716,628 96.948% 694,756 347,378 (1,251) (34,613) 311,515 4,076,886 12 2039 02/01/40100% 785,519 (46,012) - 739,507 96.948% 716,937 358,469 (1,290) (35,718) 321,460 4,246,050 12.5 2040 08/01/40100% 785,519 (46,012) - 739,507 96.948% 716,937 358,469 (1,290) (35,718) 321,460 4,411,088 13 2040 02/01/41100% 809,085 (46,012) - 763,073 96.948% 739,784 369,892 (1,332) (36,856) 331,704 4,577,231 13.5 2041 08/01/41100% 809,085 (46,012) - 763,073 96.948% 739,784 369,892 (1,332) (36,856) 331,704 4,739,322 14 2041 02/01/42100% 833,357 (46,012) - 787,345 96.948% 763,315 381,658 (1,374) (38,028) 342,255 4,902,490 14.5 2042 08/01/42100% 833,357 (46,012) - 787,345 96.948% 763,315 381,658 (1,374) (38,028) 342,255 5,061,678 15 2042 02/01/43100% 858,358 (46,012) - 812,346 96.948% 787,553 393,777 (1,418) (39,236) 353,123 5,221,915 15.5 2043 08/01/43100% 858,358 (46,012) - 812,346 96.948% 787,553 393,777 (1,418) (39,236) 353,123 5,378,243 16 2043 02/01/44100% 884,109 (46,012) - 838,097 96.948% 812,518 406,259 (1,463) (40,480) 364,317 5,535,594 16.5 2044 08/01/44100% 884,109 (46,012) - 838,097 96.948% 812,518 406,259 (1,463) (40,480) 364,317 5,689,106 17 2044 02/01/45100% 910,632 (46,012) - 864,620 96.948% 838,232 419,116 (1,509) (41,761) 375,846 5,843,614 17.5 2045 08/01/45100% 910,632 (46,012) - 864,620 96.948% 838,232 419,116 (1,509) (41,761) 375,846 5,994,354 18 2045 02/01/46100% 937,951 (46,012) - 891,939 96.948% 864,717 432,358 (1,556) (43,080) 387,722 6,146,063 18.5 2046 08/01/46100% 937,951 (46,012) - 891,939 96.948% 864,717 432,358 (1,556) (43,080) 387,722 6,294,073 19 2046 02/01/47100% 966,089 (46,012) - 920,077 96.948% 891,997 445,998 (1,606) (44,439) 399,953 6,443,028 19.5 2047 08/01/47100% 966,089 (46,012) - 920,077 96.948% 891,997 445,998 (1,606) (44,439) 399,953 6,588,350 20 2047 02/01/48100% 995,072 (46,012) - 949,060 96.948% 920,095 460,047 (1,656) (45,839) 412,552 6,734,593 20.5 2048 08/01/48100% 995,072 (46,012) - 949,060 96.948% 920,095 460,047 (1,656) (45,839) 412,552 6,877,270 21 2048 02/01/49100% 1,024,924 (46,012) - 978,912 96.948% 949,036 474,518 (1,708) (47,281) 425,529 7,020,845 21.5 2049 08/01/49100% 1,024,924 (46,012) - 978,912 96.948% 949,036 474,518 (1,708) (47,281) 425,529 7,160,918 22 2049 02/01/50100% 1,055,672 (46,012) - 1,009,660 96.948% 978,845 489,423 (1,762) (48,766) 438,895 7,301,867 22.5 2050 08/01/50100% 1,055,672 (46,012) - 1,009,660 96.948% 978,845 489,423 (1,762) (48,766) 438,895 7,439,378 23 2050 02/01/51100% 1,087,342 (46,012) - 1,041,330 96.948% 1,009,549 504,774 (1,817) (50,296) 452,661 7,577,744 23.5 2051 08/01/51100% 1,087,342 (46,012) - 1,041,330 96.948% 1,009,549 504,774 (1,817) (50,296) 452,661 7,712,735 24 2051 02/01/52100% 1,119,962 (46,012) - 1,073,950 96.948% 1,041,173 520,587 (1,874) (51,871) 466,841 7,848,558 24.5 2052 08/01/52100% 1,119,962 (46,012) - 1,073,950 96.948% 1,041,173 520,587 (1,874) (51,871) 466,841 7,981,070 25 2052 02/01/53100% 1,153,561 (46,012) - 1,107,549 96.948% 1,073,747 536,873 (1,933) (53,494) 481,447 8,114,393 25.5 2053 08/01/53100% 1,153,561 (46,012) - 1,107,549 96.948% 1,073,747 536,873 (1,933) (53,494) 481,447 8,244,465 26 2053 02/01/54 Total18,914,999 (68,094) (1,884,691) 16,962,215 Present Value From 08/01/2027 Present Value Rate 5.00%9,193,614 (33,097) (916,052) 8,244,465 DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers)  Appendix C: Findings Including But/For Qualifications The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan for Tax Increment Financing District No. 27 (Roers), as required pursuant to Minnesota Statutes, (M.S.) Section 469.175, Subdivision 3 are as follows: 1. Finding that Tax Increment Financing District No. 27 (Roers) is a housing district as defined in M.S., Section 469.174, Subd. 11. Tax Increment Financing District No. 27 (Roers) consists of two (2) parcels. The development will consist of construction of 199 units of mixed-income apartments in the community, all or a portion of which will receive tax increment assistance and will meet income restrictions described in M.S. Section 469.1761. At least 20% of the units receiving assistance will be occupied by individuals and families whose incomes are at or below 50% of area median income. 2. Finding that the proposed development, in the opinion of the City Council, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future. The proposed development, in the opinion of the City, 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 the TIF Plan is a housing district that meets the City's objectives for development and redevelopment. The cost of land acquisition, site and public improvements and utilities makes this housing development infeasible without City 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. DRAFT   Eden Prairie Housing and Redevelopment Authority Tax Increment Financing District No. 27 (Roers)  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 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 City 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. 27 (Roers) 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. 27 (Roers) 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 City 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. The TIF Plan also helps the HRA or the City meet their goal of providing more affordable housing options in the City. DRAFT City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Public Hearing Item Number: VIII.D. Department: Public Works/ Engineering – Molly Swanson ITEM DESCRIPTION Special Assessment Hearing for the Approval of the 2025 Special Assessments REQUESTED ACTION Move to: Close the public hearing for the approval of the 2025 Special Assessments and; Adopt the resolution approving all Special Assessments presented in the fall of 2025. SUMMARY Each year the City Council holds a public hearing to consider levying the Special Assessments that have been identified over the previous 12 months. This year, the Council will address a list of projects and supplemental assessments for such things as connection fees, sanitary sewer and water access charges, removal of tall grass and weeds and removal of trees. Staff recommends Council approve the list of assessments. The City Council established the amount to be assessed for the Fall 2025 assessment hearing at its regular meeting on September 16, 2025. See Exhibit A for the list of Projects and Supplementals that the Council will be asked to approve for levying Special Assessments for collection with property taxes. The total amount proposed to be assessed in 2025 is $64,596. ATTACHMENTS Resolution Exhibit A Published Notice Notification List CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-___ WHEREAS, pursuant to proper notice duly given as required by law, the City Council has met and heard and passed upon all objections in the proposed assessments for the following improvements to wit: (See Exhibit A attached) NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eden Prairie: 1. Such proposed assessments are hereby accepted and shall constitute the special assessment against the lands in the final assessment rolls, and each tract of land therein included is hereby found to be benefitted by the improvement in the amount of the assessment levied against it. 2. Such assessment shall be payable in equal annual installments extending over a period of years as shown on Exhibit A. Installments shall bear interest at the rates shown on Exhibit A, except no interest shall be charged if the entire assessment is paid within 30 days of the adoption of this resolution. To the first installment shall be added interest on the entire assessment from November 1, 2025 until December 31, 2026. To each subsequent installment when due shall be added interest for one year on all unpaid installments. 3. The Clerk shall forthwith transmit a certified duplicate of this assessment to the County Auditor to be extended on the property tax lists of the County, and such assessments shall be collected and paid over in the same manner as other municipal taxes beginning in 2026. 4. The owner of any property so assessed may, at any time prior to certification of the assessment to the county auditor, pay the whole of the assessment on such property, with interest accrued to the date of payment, to the City Clerk, except that no interest shall be charged if the entire assessment is received by the City and paid within 30 days from the adoption of this resolution; and he/she may, at any time thereafter, pay to the city treasurer the entire amount of the assessment remaining unpaid, with interest accrued to December 31 of the year in which such payment is made. Such payment must be made before November 15 or interest will be charged through December 31 of the next succeeding year. 5. It is hereby declared to be the intention of the Council to reimburse itself in the future for the portion of the cost of this improvement paid for from municipal funds by levying additional assessments, on notice and hearings as provided for the assessments being made, upon any properties abutting on the improvements but not herein assessed for the improvement when changed conditions relating to such properties make such assessment feasible. APPROVED on October 21, 2025 Ronald A. Case, Mayor ATTEST: SEAL David Teigland, City Clerk EXHIBIT A Supplementals Sewer & Water Access Fees Parcel PID # Years / % 2025 Amount Ross & Sandra Olson 20-116-22-41-0005 10 years at 6.38% $4,505.00 Sewer & Water Connection Fee Ross & Sandra Olson 20-116-22-41-0005 10 years at 6.38% $25,207.00 Tall Grass & Weed Contracted Removal Pontus Imb / Evine Live Inc 01-116-22-34-0022 1 Year at 6.38% $250.00 Phillip & Marilyn Payne 05-116-22-24-0036 1 Year at 6.38% $250.00 Atallah Huwaitat 08-116-22-21-0031 1 Year at 6.38% $248.00 Abdiaziz Khayre & Farhiyo Ahmed 10-116-22-14-0189 1 Year at 6.38% $250.00 Ravi Anasuri & Purnima Dasoju 17-116-22-12-0057 1 Year at 6.38% $248.00 Capital Real Estate Holdings LLC 20-116-22-34-0004 1 Year at 6.38% $250.00 Binara S Karuanayake 23-116-22-22-0052 1 Year at 6.38% $250.00 Irene L Campbell 25-116-22-14-0002 1 Year at 6.38% $250.00 Siyamak Rahmani 25-116-22-43-0219 1 Year at 6.38% $250.00 Abidideeq Imankey & Ali Fardowsa 26-116-22-11-0084 1 Year at 6.38% $382.00 Mark Saastad & Edith Kludtke Saastad 35-116-22-21-0083 1 Year at 6.38% $248.00 Tree Contracted Removal Daniel Pappas & Kharen Serra 03-116-22-32-0039 1 Year at 6.38% $1,425.00 Douglas White 04-116-22-31-0097 1 Year at 6.38% $1,850.00 Annel R Slattery 05-116-22-42-0019 1 Year at 6.38% $1,027.00 Thu Thuy Nguyen & Dao Le 07-116-22-14-0039 1 Year at 6.38% $900.00 Joseph O'Brien & Amanda R Gould 07-116-22-42-0013 1 Year at 6.38% $2,661.00 Michelle M Leisen & Michael J Leisen 13-116-22-33-0023 1 Year at 6.38% $1,140.00 5651 Investments, LLC 14-116-22-13-0043 1 Year at 6.38% $735.00 Tejas Puranik 16-116-22-41-0149 1 Year at 6.38% $2,050.00 Shurgard Storage Centers, Inc. 17-116-22-11-0028 1 Year at 6.38% $4,547.00 Minnesota Educational Property, LLC 17-116-22-12-0043 1 Year at 6.38% $3,903.00 Ravi K Anasuri & Purnima Dasoju 17-116-22-12-0057 1 Year at 6.38% $745.00 PVMA - Golden Valley, LLC 18-116-22-12-0157 1 Year at 6.38% $881.00 John Anderson 22-116-22-21-0093 1 Year at 6.38% $3,550.00 Mohamed A Geire 23-116-22-22-0079 1 Year at 6.38% $4,250.00 Kim M Gambill 36-116-22-12-0048 1 Year at 6.38% $2,344.00 NOTICE OF HEARING ON PROPOSED SPECIAL ASSESSMENTS Notice is hereby given that the City Council will meet at 7:00 p.m. on Tuesday, October 21, 2025 in the City Center, 8080 Mitchell Road, Eden Prairie, Minnesota, for the purpose of holding a Public Hearing to consider the proposed assessments for the following improvements in Hennepin County, Minnesota: Sewer & Water Connection Fees 20-116-22-41-0005 The total amount to be assessed is $25,207.00 Sewer & Water Access Fees 20-116-22-41-0005 The total amount to be assessed is $4,505.00 Tall Grass & Weed Contracted Removal 01-116-22-34-0022 05-116-22-24-0036 08-116-22-21-0031 10-116-22-14-0189 12-116-22-24-0011 17-116-22-12-0057 20-116-22-34-0004 23-116-22-22-0052 25-116-22-14-0002 25-116-22-43-0219 26-116-22-11-0084 35-116-22-21-0083 The total amount to be assessed is $2,226.00 Tree Contracted Removal 03-116-22-32-0039 04-116-22-31-0097 05-116-22-42-0019 07-116-22-14-0039 07-116-22-42-0013 13-116-22-33-0023 14-116-22-13-0043 16-116-22-41-0149 17-116-22-11-0028 17-119-22-12-0043 17-116-22-12-0057 18-116-22-12-0157 22-116-22-21-0093 23-116-22-22-0079 36-116-22-12-0048 The total amount to be assessed is $30,883.00 The proposed assessment roll is now on file with the City Clerk and in the office of the City Engineer and is open to inspection by all persons interested. All persons who wish to be heard with reference to the assessment roll should be present at the hearing to present either written or oral objections. Written or oral objections thereto by any property owner will be considered by the Council prior to the adoption of the assessment roll. CAUTION: No appeal may be taken as to the amount of any assessment adopted unless a written objection, signed by the affected property owner, is filed with the City Clerk prior to the assessment hearing or presented to the presiding officer at the hearing. An owner may appeal an assessment to the District Court pursuant to Minnesota Statutes 429.081, by serving notice of the appeal upon the Mayor or City Clerk within 30 days after the adoption of the assessment and filing such notice with the District Court within ten days after service upon the Mayor or Clerk. For your further information, please note the following: Pursuant to Minnesota Statutes 435.193 through 435.195, which establishes a hardship assessment deferral for seniors or retired disabled, the procedure to obtain a deferred assessment and sets forth the events upon which the option to defer payment terminates and all amounts accumulated plus interest become due. Pursuant to these statutes, the City may defer the payment of special assessments for homestead property of persons 65 years of age or older or retired by virtue of a permanent and total disability for whom it would be a hardship to make the payments, who meet certain standards relating to eligibility. A deferment procedure is authorized by City Code Section 2.84 and has been established by City Resolution 83-177. The principal amount of special assessments deferred for such persons will bear interest, but not exceeding the original principal amount of the assessment. Payment of the interest will also be deferred and will be added to the principal amount of the deferred assessment. Any person who wishes to receive a deferment must make an application to the City Engineer's office no later than November 10th of the year preceding the year in which an assessment is payable. Applications therefore may be obtained from the City of Eden Prairie by contacting: Molly Swanson, Senior Engineering Technician City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 952-949-8315 By order of the City Council Published in the Sun Sailor on October 2, 2025 NOTIFICATION LIST 2025 SPECIAL ASSESSMENT HEARING NOTIFICATION LIST A copy of the Public Hearing Notice has been sent to owners of the following parcels: 20-116-22-41-0005 20-116-22-41-0005 01-116-22-34-0022 05-116-22-24-0036 08-116-22-21-0031 10-116-22-14-0189 11-116-22-23-0029 12-116-22-24-0011 17-116-22-12-0057 20-116-22-34-0004 23-116-22-22-0052 25-116-22-14-0002 25-116-22-43-0219 26-116-22-11-0084 35-116-22-21-0083 03-116-22-32-0039 04-116-22-31-0097 05-116-22-42-0019 07-116-22-14-0039 07-116-22-42-0013 13-116-22-33-0023 14-116-22-13-0043 16-116-22-41-0149 17-116-22-11-0028 17-116-22-12-0043 17-116-22-12-0057 18-116-22-12-0157 22-116-22-21-0093 23-116-22-22-0079 36-116-22-12-0048 City Council Agenda Cover Memo Date: October 21, 2025 Section: Payment of Claims Item Number: IX. Department: Administration / Finance ITEM DESCRIPTION Payment of Claims REQUESTED ACTION Move to approve the payment of claims as submitted (roll call vote). SUMMARY Checks 319729 - 319772 Checks 5002404 - 5002779 Wire Transfers 11857 – 11916 Purchasing Card 11857 ATTACHMENTS Check Register Check Summary City of Eden Prairie Council Check Summary 10/21/2025 Division Amount Divison Amount 0 General Total 520,958 304 Senior Board Total 110 100 City Manager Total 272 308 E-911 Total 50,189 101 Legislative Total 1,825 315 Economic Development Fund Total 6,500 102 Legal Counsel Total 28,506 330 Pleasant Hills Cemetery Oper. Total 18 110 City Clerk Total 4,793 445 Cable PEG Total 150 111 Customer Service Total 4,516 502 Park Development Total 11,793 113 Communications Total 12,690 509 CIP Fund Total 39,002 114 Benefits & Training Total 2,257 513 CIP Pavement Management Total 10,305 130 Assessing Total 613 526 Transportation Fund Total 146,151 131 Finance Total 1,966 539 2020 Improvement Projects Total 14,240 132 Housing and Community Services Total 3,367 543 Police Remodel Total 1,113,743 133 Planning Total 524 544 Shady Oak (FCD to Valley View) Total 4,786 136 Public Safety Communications Total 8,672 Total Capital Projects Fund 1,396,985 138 Community Development Admin. Total 908 150 Park Administration Total 3,148 601 Prairie Village Liquor Total 103,944 151 Park Maintenance Total 25,655 602 Den Road Liquor Total 228,975 153 Organized Athletics Total 1,566 603 Prairie View Liquor Total 122,862 154 Community Center Total 18,088 605 Den Road Building Total 8,128 156 Youth Programs Total 2,279 701 Water Enterprise Fund Total 201,357 157 Special Events Total 6,957 702 Wastewater Enterprise Fund Total 419,685 158 Senior Center Total 5,170 703 Stormwater Enterprise Fund Total 22,749 159 Recreation Administration Total 2,901 Total Enterprise Fund 1,107,701 160 Therapeutic Recreation Total 472 162 Arts Total 9,788 802 494 Commuter Services Total 7,432 163 Outdoor Center Total 1,904 807 Benefits Fund Total 1,068,633 164 Park Rental Facilities Total 45 810 100 Year History Total 2 168 Art Center Total 1,897 812 Fleet Internal Service Total 100,782 180 Police Sworn Total 38,337 813 IT Internal Service Total 107,166 182 Police Civilian Total 2,238 814 Facilities Capital ISF Total 33,375 184 Fire Total 14,185 815 Facilities Operating ISF Total 60,046 186 Inspections Total 5,178 816 Facilities City Center ISF Total 103,363 200 Engineering Total 6,178 817 Facilities Comm. Center ISF Total 129,941 201 Street Maintenance Total 93,103 818 Dental Insurance Total 12,498 202 Street Lighting Total 127,865 820 Fencing Consortium Total 9,776 Total General Fund 958,822 Total Internal Svc/Agency Fund 1,633,013 301 CDBG Total 15,000 303 Cemetery Operation Total 6,814 312 Recycle Rebate Total 14,332 Total Report 5,164,171 322 Local Affordable Housing Aid Total 31,505 Total Special Revenue Fund 67,651 Amount Vendor Account Description Business Unit Comments484,375 BARRY AND DEBRA POST Deposits General Fund Escrow Return Purgatory Creek Est 2nd 399,082 HEALTHPARTNERS Insurance Health & Benefits Fund Premiums Oct 2025 396,352 METROPOLITAN COUNCIL MCES User Fee Wastewater Collection Wastewater Fee Met Council 324,637 UKG INC Taxes Health & Benefits Fund Payroll Taxes PR Period Ending 10.03.25 297,747 MINNESOTA UTILITIES & EXCAVATING LLC OCS-Other Contracted Services Police Remodel Police Renovation 261,072 WEIDNER PLUMBING & HEATING CO OCS-Other Contracted Services Police Remodel Police Renovation 244,180 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health & Benefits Fund PR Period Ending 09.19.25 153,211 EBERT CONSTRUCTION OCS-Other Contracted Services Police Remodel Police Renovation 152,686 MINNESOTA DEPT OF REVENUE Sales Tax Payable Various Funds Sales Tax Sept 2025 144,158 IDC AUTOMATIC LLC Improvement Contracts Transportation Fund ADA Ramp Project 97,552 SUMMIT FIRE PROTECTION OCS-Other Contracted Services Police Remodel 84,668 USB-PURCHASING CARD Various Accounts Various Funds 83,384 KRAUS-ANDERSON CONSTRUCTION COMPANY OCS-Other Contracted Services Police Remodel 79,331 XCEL ENERGY Electric Various Funds 77,050 WARNING LITES Contracted Striping Traffic Signs 57,115 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Liquor Funds 55,431 XCEL ENERGY Electric Various Funds 52,671 MULCAHY NICKOLAUS LLC OCS-Other Contracted Services Police Remodel 50,189 MOTOROLA Maintenance Contract E-911 Program 48,721 SOUTH METRO PUBLIC SAFETY TRAINING FACIL OCS-Other Contracted Services Public Safety Training Facility 43,925 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Liquor Funds 43,700 CORE MECHANICAL SERVICES LLC OCS-Other Contracted Services Police Remodel 42,107 J&L STEEL ERECTORS LLC OCS-Other Contracted Services Police Remodel 37,326 UKG INC Software Maintenance IT Operating 34,583 EMPOWER Deferred Compensation Health & Benefits Fund 33,375 TOTAL MECHANICAL SERVICES OCS - HVAC Facilities Capital 32,300 FOBBE ELECTRIC INC OCS-Other Contracted Services Police Remodel 30,689 DIVERSE BUILDING MAINTENANCE Janitor Services Various Funds 29,804 HAWKINS INC Chemicals Water Treatment 29,400 DAILEY DATA & ASSOCIATES Computers IT Capital 27,391 GREGERSON ROSOW JOHNSON & NILAN LTD Legal Legal 26,998 DIVERSE BUILDING MAINTENANCE Janitor Services Various Funds 26,597 ASCENTEK, INC OCS-Other Contracted Services Fleet Capital 25,000 FIRST AMERICAN TITLE INSURANCE COMPANY OCS-Other Contracted Services Local Affordable Housing Aid 24,154 JOHN A DALSIN & SON INC OCS-Roof City Center-CAM 23,976 GRAYMONT Chemicals Water Treatment 23,927 GRAYMONT Chemicals Water Treatment 23,700 INDUCTIVE AUTOMATION Computers Water Capital 22,812 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Liquor Funds 21,505 GARDNER CONSTRUCTION OCS-Other Contracted Services Local Affordable Housing Aid 21,450 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Liquor Funds 20,900 WIESE USA Machinery & Equipment Fleet - Public Works 20,789 ABM ONSITE SERVICES-MIDWEST Janitor Services Various Funds 20,620 ICMA RETIREMENT TRUST-457 Deferred Compensation Health & Benefits Fund 20,490 NCR PAYMENT SOLUTIONS,PA, LLC Credit Card/Bank Fees Liquor Funds 20,340 WALL TRENDS INC OCS-Building Various Funds 19,687 BKV GROUP OCS-Other Contracted Services Police Remodel 19,472 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Liquor Funds 19,087 BRAUN INTERTEC CORPORATION OCS-Other Contracted Services Police Remodel 18,984 DAKOTA SUPPLY GROUP INC R&M Supplies-Other Pool Maintenance 18,869 CHASE Credit Card/Bank Fees Various Funds 18,611 WEX Health Savings Account Health & Benefits Fund 18,554 STANTEC CONSULTING SERVICES INC OCS-Other Contracted Services Capital Maint. & Reinvestment 18,081 FACILITIES MANAGEMENT EXPRESS LLC Software Maintenance IT Operating 17,677 MANSFIELD OIL COMPANY Motor Fuels Fleet Operating 15,267 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Liquor Funds 15,172 CAPITOL BEVERAGE SALES LP Liquor Product Received Liquor Funds 15,069 SCOTT COUNTY Autos Fleet-Storm Water 14,332 CLEAN RIVER RECYCLING SOLUTIONS Operating Supplies Recycle Rebate 13,646 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Liquor Funds 13,103 WSB & ASSOCIATES INC Design & Engineering Stormwater Capital 12,453 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Liquor Funds 11,722 OUTDOOR ENVIRONMENTS INC OCS-Other Contracted Services 2020 Improvement Projects 11,625 CARD CONNECT Credit Card/Bank Fees Various Funds 11,347 CAPITOL BEVERAGE SALES LP Liquor Product Received Liquor Funds 10,998 HAWKINS INC Chemicals Water Treatment 10,554 JOHN HENRY FOSTER MINNESOTA INC OCS-Equipment/Vehicles Water Treatment 10,279 SUPER SET FLOORING & TILE LLC OCS-Other Contracted Services Police Remodel 10,000 MINNESOTA CIT Conference/Training Police Sworn 9,930 BPAS 9,776 SUNBELT RENTALS, INC 9,772 MINNESOTA ROADWAYS CO 9,692 BIFFS INC City of Eden PrairieCouncil Check Register 10/21/2025 Amount Vendor Account Description Business Unit Comments 9,400 RIGHTLINE DESIGN LLC 8,917 SSI ABS-2025-1 PROJECT HOLDINGS LLC 8,633 PAUSTIS & SONS COMPANY 8,208 CONTRACT HARDWARE CO, INC 7,970 TENNIS WEST DIRECTION 7,490 WATERFRONT RESTORATION LLC 7,268 PRAIRIE ELECTRIC COMPANY 7,266 ISG 7,250 BITUMINOUS ROADWAYS INC 7,233 BREAKTHRU BEVERAGE MN WINE & SPIRITS 7,063 CENTERPOINT ENERGY 6,729 HENNEPIN COUNTY TREASURER 6,606 HOHENSTEINS INC 6,533 ARTISAN BEER COMPANY 6,500 WAYNES HOME SERVICES 6,500 EHLERS & ASSOCIATES INC 6,250 SOJOURNER PROJECT INC. 6,161 HEALTHPARTNERS 6,106 HORIZON COMMERCIAL POOL SUPPLY 5,909 CEMSTONE PRODUCTS COMPANY 5,158 COUNTY MATERIALS CORPORATION 5,148 BREAKTHRU BEVERAGE MN WINE & SPIRITS 5,144 METRO SALES INCORPORATED* 5,144 ZIEGLER INC 4,999 APADANA ENERGY LLC 4,979 EXCEL LAWN & LANDSCAPE 4,882 AQUA LOGIC INC 4,818 LAW ENFORCEMENT LABOR SERVICES INC. 4,785 ETHANOL PRODUCTS LLC 4,673 VAN PAPER COMPANY 4,600 VERSATILE VEHICLES INC 4,600 CASTRO CLEANING LLC 4,480 ARTISAN BEER COMPANY 4,478 PAUSTIS & SONS COMPANY 4,470 CIVICPLUS LLC 4,390 HEALTHPARTNERS 4,331 MACQUEEN EQUIPMENT INC 4,320 WINE MERCHANTS INC 4,230 MINNESOTA VALLEY ELECTRIC COOPERATIVE 4,190 XIGENT SOLUTIONS LLC 4,119 VERIZON WIRELESS 4,000 PETERSON BROS ROOFING AND CONSTRUCTION I 4,000 GREEN ACRES LLC 4,000 MESSERLI & KRAMER 3,929 MARTIN MARIETTA MATERIALS 3,925 PALADIN TECHNOLOGIES 3,866 WEX 3,764 VAN PAPER COMPANY 3,695 WOODDALE BUILDERS 3,674 INVOICE CLOUD INC 3,656 IMPACT PROVEN SOLUTIONS 3,436 WM CORPORATE SERVICES INC 3,367 GRAINGER 3,355 BROTHERS FIRE PROTECTION 3,192 MOBOTREX INC 3,191 GENUINE PARTS COMPANY 3,125 RELATE COUNSELING CENTER 3,006 PURCHASE POWER 2,800 TWIN CITY HARDWARE 2,732 RIVER'S EDGE CONCRETE, LLC 2,711 HENNEPIN COUNTY TREASURER 2,656 PRESCRIPTION LANDSCAPE 2,431 MACQUEEN EQUIPMENT INC 2,416 HOME DEPOT CREDIT SERVICES 2,385 SWANK MOTION PICTURES INC 2,373 PARK TABLES 2,299 CLEAR RIVER BEVERAGE CO 2,297 RES GREAT LAKES LLC 2,265 PETERSON COUNSELING AND CONSULTING LLC 2,248 RIVER'S EDGE CONCRETE, LLC 2,238 KZB HOSPITALITY LLC 2,200 METRO CONCRETE RAISING INC 2,173 BROTHERS FIRE PROTECTION 2,161 AMERICAN EXPRESS 2,130 WAYNES HOME SERVICES 2,126 FERGUSON WATERWORKS 2,124 CLEAR RIVER BEVERAGE CO Amount Vendor Account Description Business Unit Comments 2,088 WINE COMPANY, THE 2,082 H M CRAGG CO 2,062 BELLBOY CORPORATION 2,051 GARTNER REFRIGERATION & MFG INC 2,021 US SPECIALTY COATINGS 2,000 DIETHELM, TAMMY L 1,989 BELLBOY CORPORATION 1,962 BLOOMINGTON, CITY OF 1,953 MEDICINE LAKE TOURS 1,941 STATE SUPPLY COMPANY 1,834 HOHENSTEINS INC 1,832 VINOCOPIA 1,730 FIRE SAFETY USA INC 1,713 ASCENTEK, INC 1,711 FLYING CLOUD TRANSFER STATION 4553 1,680 INSIGHT BREWING COMPANY LLC 1,644 FIDELITY SECURITY LIFE INSURANCE CO 1,643 GOPHER STATE ONE-CALL 1,604 SOLUTION BUILDERS 1,600 UDOR USA 1,598 CENTERPOINT ENERGY 1,559 MANSFIELD OIL COMPANY 1,527 MINNESOTA DEPARTMENT OF COMMERCE 1,524 LYNDALE PLANT SERVICES 1,500 GILES OUTDOOR SERVICES LLC 1,500 CITY OF SAINT PAUL 1,495 CENTURYLINK 1,487 SCHLOMKA SERVICES LLC 1,482 WEX 1,455 POMP'S TIRE SERVICE INC 1,450 WALL TRENDS INC 1,400 SAMBATEK INC 1,400 D H EXCAVATING 1,368 R & R SPECIALTIES OF WISCONSIN 1,361 STREICHERS 1,360 T-MOBILE 1,321 WINE MERCHANTS INC 1,313 PAFFY'S PEST CONTROL 1,308 CORE & MAIN 1,304 REVOLUTIONARY SPORTS, LLC 1,300 MARTIN-MCALLISTER 1,298 GLACIAL RIDGE GROWERS 1,293 HACH COMPANY 1,292 BARNA, GUZY & STEFFEN ,LTD 1,288 STREICHERS 1,269 GENERAL REPAIR SERVICE 1,208 UKG INC 1,200 AMERICAN ENVIRONMENTAL LLC 1,199 APPLIANCE OUTLET CENTER 1,152 BARREL THEORY BEER COMPANY 1,148 MARCO INC 1,078 BARNUM GATE SERVICES INC 1,072 JSW EMBROIDERY & TACKLE TWILL 1,065 WIESE USA 1,055 ASSURED SECURITY 1,047 MENARDS 1,032 QUADIENT LEASING USA INC 994 METRO ELEVATOR 990 KRISS PREMIUM PRODUCTS INC 963 MN DEPT OF TRANSPORTATION 956 CERTIFIED LABORATORIES 954 ERICKSON ENGINEERING COMPANY LLC 945 BITTY KITTY BRIGADE 938 MEGA BEER 913 VENN BREWING COMPANY 908 JOHN HENRY FOSTER MINNESOTA INC 903 ROADKILL ANIMAL CONTROL 900 USA SECURITY 900 HAYEN, LINDA 895 GREAT LAKES COCA-COLA DISTRIBUTION 893 INTERNATIONAL UNION OF OPERATING 893 INTERNATIONAL UNION OF OPERATING 878 US BANK - CREDIT CARD MERCHANT ONLY 870 WINEBOW 833 LEXISNEXIS RISK SOLUTIONS FL INC 825 EMERALD ELEMENTS 820 CEMSTONE PRODUCTS COMPANY Amount Vendor Account Description Business Unit Comments 812 BOURGET IMPORTS 800 MINNESOTA NATIVE LANDSCAPES 774 MENARDS 773 VALLEY PAVING INC 754 MEGA BEER 748 WEX 721 PREMIUM WATERS INC 720 VINOCOPIA 716 PRINCIPAL FINANCIAL GROUP 688 GLOBAL RESERVE LLC 686 JUNKYARD BREWING COMPANY LLC 667 UNMAPPED BREWING CO 653 PMA FINANCIAL NETWORK INC 640 EVERETT PARKER 627 THE ADVENT GROUP 624 CINTAS CORPORATION 617 WATER CONSERVATION SERVICES INC 600 DRAG N FLY WIRELESS INC 600 RAKOW RANCH LLC 600 MINNESOTA DEPT OF LABOR AND INDUSTRY 586 PRYES BREWING COMPANY 583 PRAIRIE ELECTRIC COMPANY 583 MINNESOTA EQUIPMENT 578 LINDSTROM RESTORATION 578 TRANSPORT GRAPHICS 576 OAKPARKE TWINHOME HOMEOWNERS ASSOC INC 576 ASPEN MILLS 565 HAGGARD BARREL BREWING COMPANY LLC 546 STEEL TOE BREWING LLC 537 MINNESOTA VALLEY ELECTRIC COOPERATIVE 530 VESTIS SERVICES LLC 524 BACK CHANNEL BREWING COLLECTIVE LLC 522 FERGUSON ENTERPRISES LLC 517 MODIST BREWING COMPANY 504 TWIN CITIES & WESTERN RAILROAD COMPANY 502 WEX 500 CARLSON'S LLOVABLE LLAMAS 500 JOHNSON ARIEL 490 CORE & MAIN 490 FASTENAL COMPANY 486 LUPULIN BREWING COMPANY 485 RETROFIT COMPANIES, INC, THE 480 HENNEPIN COUNTY TREASURER 479 INVOICE CLOUD INC 475 HIGHVIEW PLUMBING INC 466 STRAIN SARAH 465 DOMACE VINO LLC 455 T-MOBILE 455 SHAMROCK GROUP, INC - ACE ICE 450 CARLSON'S LLOVABLE LLAMAS 450 GRAINGER 436 HOANG PHU 432 WEX 431 SRF CONSULTING GROUP INC 427 WOODEN HILL BREWING COMPANY LLC 420 AMERICAN TRADE MARK 414 IRMITER, JESSE 414 SACKETT, MATTHEW 403 AIRGAS USA LLC 400 RIGID HITCH INCORPORATED 400 LOCAL 5539 EDEN PRAIRIE 398 METRO SALES INCORPORATED* 395 SHADYWOOD TREE EXPERTS 391 AM CRAFT SPIRITS SALES & MARKETING 388 ADVANCED FIRST AID INC 386 SUBURBAN CHEVROLET 381 PROPIO LS LLC 380 SMALL LOT MN 377 ESS BROTHERS & SONS INC 375 THE ADVENT GROUP 375 ROSE BILL 369 AQUA LOGIC INC 342 AMERICAN RED CROSS 335 PAFFY'S PEST CONTROL 331 ST CROIX LINEN LLC 320 LEIFELD FRAMING 318 PROP - PR Amount Vendor Account Description Business Unit Comments 315 SITEONE LANDSCAPE SUPPLY, LLC 304 NEW FRANCE WINE COMPANY 300 WEX 300 DENN TRICIA 292 MIDWEST PLAYSCAPES 286 AMERICAN PRESSURE INC 280 AMERICAN RED CROSS 279 EDEN PRAIRIE FIREFIGHTER'S RELIEF ASSOC 278 QUALITY PROPANE 275 MINT CONDITION DETAILING INC 268 TMS JOHNSON 252 RED BULL DISTRIBUTING COMPANY INC 250 56 BREWING LLC 243 ECM PUBLISHERS INC 236 KILLMER RYAN 231 DODGE OF BURNSVILLE 230 HENNEPIN TECHNICAL COLLEGE 229 TRANSUNION RISK & ALTERNATIVE DATA 227 STAPLES ADVANTAGE 225 MID-AMERICA FESTIVALS 224 STAPLES ADVANTAGE 220 ALSDURF LORI 219 HAAK LORI 218 OPTUM HEALTH 211 SAINT CROIX VINEYARDS, INC. 211 BODENNER ZACHARY 211 CEF EDEN PRAIRIE COMMUNITY SOLAR LLC 206 PAYA 204 MR CUTTING EDGE 202 BOYER TRUCKS 199 FASTENAL COMPANY 197 JOHNSON JUSTIN 194 MOSER KATLYN 192 MARKLE AMY 192 VESTIS SERVICES LLC 180 STEEL TOE BREWING LLC 180 MADDEN, GALANTER, HANSEN PLLC 175 MCLINDON JAMES B 175 JEFFREY A DUNNE 175 FREDERICK J HARTLAND 175 DAN BORENGASSER 175 ALISA ZHULINA 173 WEX 166 JOHN HAYNES 161 WEX 160 ADAMS PEST CONTROL INC 155 HACKAMORE BREWING COMPANY LLC 155 NICOLE ANCEL 150 EDINA, CITY OF 150 DEALER AUTOMOTIVE SERVICES INC 150 NATALIE WOLF-FOSTER 150 MAXWELL MARS 150 DURKEE, DAVID 148 LANO EQUIPMENT INC 145 BLUE LINE CUSTOM GIFTS 133 JAMES RHOADES 131 WOODEN HILL BREWING COMPANY LLC 131 ALLEGRA PRINT & IMAGING 130 KLIMA, JULIE 129 LAW ENFORCEMENT LABOR SERVICES INC. 126 SCHLOSSMACHER, JIM 126 GAYLEN ANDERSON 125 POMP'S TIRE SERVICE INC 123 KORAS, JORDAN 122 EARL F ANDERSON 122 STERICYCLE INC 120 MPX GROUP, THE 118 KATHLEEN ZARE-NEYRIZI 118 UNMAPPED BREWING CO 117 JIXXIE INC 116 ASPEN MILLS 115 CARLSTON, BRANDON 114 SHAMROCK GROUP, INC - ACE ICE 112 WEX 110 CHC CREATING HEALTHIER COMMUNITIES 110 CUB FOODS EDEN PRAIRIE 110 MADISON, MELISSA Amount Vendor Account Description Business Unit Comments 106 ARCPOINT LABS OF EDINA 102 HLS OUTDOOR 101 I-STATE TRUCK CENTER 100 ANOKA COUNTY SHERIFF'S DEPT 100 CITY ENGINEERS ASSOC OF MINNESOTA 99 SHRED RIGHT 99 GALLS LLC 95 DIGI-KEY 93 HENNEPIN COUNTY TREASURER 90 TWIN CITY SEED CO 86 LLOYDS CONSTRUCTION 84 SCHLOSSMACHER, JIM 82 WEX 80 MCFOA REGION IV 78 CLAREY'S SAFETY EQUIPMENT 77 EDEN PRAIRIE CENTER LLC 73 GINA SEPPI 70 LINDSEY PRESTHOLDT 68 REXFORD ZACHARY 66 CONCRETE CUTTING AND CORING 65 RICHFIELD PRINTING INC 62 ASTLEFORD EQUIPMENT COMPANY INC 54 HAYEN, LINDA 51 PILGRIM DRY CLEANERS INC 48 CONCRETE CUTTING AND CORING 43 BOHNSACK, SUE 43 MUNOZ, MEGAN 41 GROTH MUSIC 40 NATHANAEL BAUMGARTNER 39 JONATHON THORNBURG 38 SHULTS TATYANA 34 COMCAST 34 WEX 34 SOUTHWEST POWER EQUIPMENT 33 EDEN PRAIRIE CRIME PREVENTION FUND 33 EDEN PRAIRIE CRIME PREVENTION FUND 33 LANDS END CORPORATE SALES 33 JUNE SWART 33 WEX 31 JENNIFER YOUNGS 28 SOUTHWEST POWER EQUIPMENT 25 MINNESOTA DEPT OF LABOR AND INDUSTRY 25 FIFTH THIRD BANK NA 25 S&S WORLDWIDE INC 24 MINNESOTA TROPHIES & GIFTS 23 CHRISTOPHER RUMPH 20 VITAL RECORDS - NOTARY 18 TAYLOR BISDORF 18 JACQUELYN ALBRIGHT 16 MINNESOTA TROPHIES & GIFTS 15 GOERGEN, MARIE 15 EMIL NETZER 13 ROCHELLE STONE 13 SAMUEL MIRAGLIA 12 MARLIN RODGERS 11 VERONICA SANTOS 11 JON NESTOSS 11 EDEN PRAIRIE FOUNDATION 11 EDEN PRAIRIE FOUNDATION 10 JANEX INC 8 SQUARE 8 NCPERS GROUP LIFE INSURANCE 8 NCPERS GROUP LIFE INSURANCE 7 NCR PAYMENT SOLUTIONS,PA, LLC 7 MICHELLE NOTCH 6 STEPHEN WOLFE 3 BOBBY & STEVE'S AUTO WORLD EDEN PRAIRIE5,164,171 Report Total City Council Agenda Cover Memo Date: Oct. 21, 2025 Section: Report of Public Works Director Item Number: XIII.E.1. Department: Public Works – Robert Ellis ITEM DESCRIPTION Purchase of 7955 Wallace Road REQUESTED ACTION Move to: Approve Purchase Agreement for 7955 Wallace Road and authorize the City Manager to execute on behalf of the City any documents necessary to close the transaction and purchase the property. SUMMARY At the March 18, 2025 City Council Workshop, the Community Development Director presented information related to the potential redevelopment of the 60-acre Danfoss site. During that discussion, the Public Works Director presented a proposal for the City to purchase the 2.16- acre Danfoss-owned property at 7955 Wallace Road to satisfy ongoing equipment and material storage needs for the Utilities Division. This property contains a 26,548 square-foot industrial building and sits on the far western edge of the Danfoss campus on its own lot. At that meeting, City Council expressed support for staff moving forward. This topic was again discussed with the Council at the October 7, 2025 City Council meeting where members reaffirmed support for negotiating a purchase agreement to acquire the property. Endeavor Holdings LLC has contracted to purchase the entire site from Danfoss, including property at 7955 Wallace Road. Contemporaneous with its purchase from Danfoss, Endeavor has agreed to sell 7955 Wallace Road to the City. Staff has reached an agreed upon offer with Endeavor of $3,050,000 for the property, which also includes an access easement on the adjoining parcel that will allow a paved driveway connection to the existing Maintenance Facility which houses the Streets, Parks, and Fleet Divisions. By purchasing 7955 Wallace Road and acquiring the access easement, City maintenance operations can be consolidated into one centrally located area and allow for efficient movement between the two properties. The $3,050,000 purchase price equates to $115/sf for the building. Recent sales of 13 comparable industrial buildings in the west metro cities of Plymouth, Minnetonka, Chanhassen, Golden Valley, St Louis Park, Savage, Bloomington, and Eden Prairie found sales in the range of $119/sf – $138/sf. The average was $130/sf, indicating that the agreed-upon price for 7955 Wallace Road falls below current market rate. Site visits by Public Works and Facilities staff found the building to be well maintained and in good condition. Layout of the building and its tall ceiling height with multiple garage doors make it very compatible with Utilities Division operations. The property is centrally located and is close to TH 5, TH 212, Technology Drive and Mitchell/Baker Road, making it ideal for efficient access to the entire City. The connection to the Maintenance Facility property also makes it convenient for overall City operations and interdepartmental collaboration. This property purchase will be funded by Water, Wastewater, and Stormwater Enterprise funds since the Utilities Division will be the user of the building as well as CIP funding. The Utilities Division had already programmed $1.77M in the CIP to assist with creating new storage spaces at various City buildings. The purchase of 7955 Wallace Road will negate the need to move forward with the construction of those smaller storage spaces. The $1.77M in the CIP will be supplemented with $1.28M in reserve cash from the Water, Wastewater and Stormwater Enterprises to complete the property purchase. The attached Purchase Agreement has been negotiated by staff and the City Attorney and has been executed by the Seller, Endeavor Holdings LLC. The purchase is contingent on the City’s approval of title review, due diligence document review, and property inspections. Assuming all contingencies are met, the purchase will close simultaneously with Endeavor’s purchase from Danfoss, which is currently scheduled for December 10, 2025. The requested action will authorize the City Manager to execute on behalf of the City any documents necessary to close the transaction and purchase the property. ATTACHMENT Purchase Agreement 176666472v5 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made as of October 21, 2025 (the “Effective Date”), by and between ENDEAVOR HOLDINGS LLC, a Minnesota limited liability company, or its assigns (“Seller”), and the CITY OF EDEN PRAIRIE, a Minnesota municipal corporation (“Purchaser”). In consideration of this Agreement, Seller and Purchaser agree as follows: 1. Sale of Subject Property. Upon and subject to the conditions and limitations herein contained, Seller agrees to sell to Purchaser, and Purchaser agrees to buy from Seller, the following (collectively, the “Subject Property”): (a) Real Property. Fee simple interest in that certain parcel of real estate located at 7955 Wallace Road, Eden Prairie, Hennepin County, Minnesota, with a Hennepin County PID No. 16-116-22-21-0004, and legally described on Exhibit A attached hereto and made a part hereof (the “Land”), together with (i) all building structures, improvements and fixtures owned by Seller located on the Land (the “Improvements”), and (ii) all rights, privileges, servitudes, easements and appurtenances thereunto belonging or appertaining (collectively, the “Real Property”). (b) Ownership of Subject Property. Purchaser acknowledges that as of the date of this Agreement, Seller is under contract to purchase the Subject Property from Danfoss Power Solutions II, LLC, a Delaware limited liability company (“Existing Owner”) pursuant to that certain Purchase Agreement dated September 12, 2025, (“Existing Contract”). This Agreement is expressly contingent upon Seller acquiring the Subject Property from the Existing Owner in accordance with the terms of said Existing Contract. 2. Closing Date; Purchase Price. The closing of the purchase and sale of the Subject Property (“Closing”) shall occur simultaneously with Seller’s purchase of the Subject Property under the Existing Contract (which is currently scheduled to occur on December 10, 2025), or such later date as the parties agree (the “Closing Date”), but in no event shall the Closing Date be later than March 30, 2026, unless this Agreement is earlier terminated or extended. Purchaser shall pay to Seller, as consideration for the purchase of the Subject Property, the sum (the “Purchase Price”) of Three Million Fifty Thousand and No/100 U.S. Dollars ($3,050,000.00), as the same may be adjusted as provided below. The Purchase Price shall be payable as follows: (a) Within three (3) business days from the execution of this Agreement, Purchaser shall deposit in the form of cash the sum of One Hundred Thousand and No/100 U.S. Dollars ($100,000.00) (together with any interest earned thereon, the “Initial Earnest Money” and, together with the Additional Earnest Money, defined below, collectively the “Earnest Money”) with the escrow department of First American Title Insurance Company, 121 South 8th Street, Suite 1250, Minneapolis, MN 55402, Attn: Nicole Haapala, Email: nhaapala@firstam.com (the “Title Company”) pursuant to an escrow agreement in the form of Exhibit B attached hereto and made a part hereof (the “Escrow Agreement”). All or a portion of the Earnest Money shall, at Purchaser’s election, be credited against the Purchase Price at Closing. (b) The balance of the Purchase Price, plus or minus prorations and other adjustments, if any, shall be paid into the Title Company’s escrow account at Closing by wire transfer of immediately available funds. Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 2 3. Conditions Precedent to Closing. Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions (“Conditions Precedent”) on or before 5:00 p.m. Central Time on the date that is forty-five (45) days following the Effective Date (the “Contingency Date”): (a) Title/Survey. Within five (5) business days following the date of this Agreement, Seller shall: (i) order a current title commitment (the “Commitment”) for the Real Property (with copies of all underlying title documents listed in the Commitment) for an ALTA form owner’s title policy (the “Title Insurance Policy”) issued by the Title Company showing title in the Existing Owner with respect to the Real Property; and (ii) provide to Purchaser any existing surveys for the Real Property (the “Survey”). If Purchaser elects, Purchaser may order and obtain a further update or revisions to the Survey (the “Updated Survey”) at Purchaser’s expense. If the Survey discloses survey defects or if the Commitment shows exceptions or requirements, in each case that are not acceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, by the date which is ten (10) days following Purchaser’s receipt of the Commitment and the Survey (the “Title Notice Date”), specifying the Unpermitted Encumbrances. Except as expressly provided herein, any encumbrances shown on the Commitment or the Survey as of the Title Notice Date to which Purchaser has not objected on or prior to the Title Notice Date shall be deemed “Permitted Encumbrances” from and after the Title Notice Date. Notwithstanding anything herein to the contrary, Seller shall have no obligation to correct, cure or remove any Unpermitted Encumbrances. Purchaser shall determine on or prior to the Contingency Date whether Purchaser is satisfied with the status of title. If Seller has not expressly agreed in writing on or before the Contingency Date that Seller will remove or cause the Title Company to endorse over any encumbrances to which Purchaser has objected, such encumbrances shall be deemed “Permitted Encumbrances” (and shall no longer be Unpermitted Encumbrances) from and after the Contingency Date if Purchaser has not terminated this Agreement pursuant to this Section 3 on or prior to the Contingency Date. (b) Due Diligence Materials; Tests. Seller shall, within seven (7) business days following execution of this Agreement, deliver to Purchaser copies of the due diligence materials listed on Schedule 1 attached hereto to the extent in Seller’s possession or control with respect to the Subject Property, for Purchaser’s review and analysis. Seller shall have no obligation to deliver additional materials beyond the items listed on Schedule 1. Except as otherwise provided herein, it is the parties’ express understanding and agreement that such materials are provided only for Purchaser’s convenience in making its own examination and determination prior to the Contingency Date, as to whether or not it wishes to purchase the Subject Property, and, in doing so, Purchaser shall rely exclusively on its own independent investigation and evaluation of every aspect of the Subject Property and on the express representations of Seller contained herein and not on any materials supplied by Seller. Subject to the terms and conditions of the Existing Contract, and upon three (3) business days’ prior notice to Seller, Purchaser’s officers, employees, agents, attorneys, architects and engineers may access to the Real Property, without charge and at all reasonable times, for the purpose of making such inspections, tests and verifications (collectively, “Tests”) as they shall deem reasonably necessary, provided that Purchaser may not perform a Phase I or Phase II environmental assessment or physically invasive testing without Seller’s prior written approval, which may be withheld in Seller’s sole and absolute discretion. Purchaser and Seller acknowledge that Existing Owner has commissioned a Phase I Environmental Site Assessment and a Phase II Environmental Site Assessment for the Property from Ramboll Environmental (individually and collectively, the “Ramboll ESA”). Seller agrees to share the findings of the Ramboll ESA with Purchaser when received from the Existing Owner. Seller agrees to pursue issuance of the Ramboll ESA in Purchaser’s name (including by update of the same to ensure the Ramboll ESA is in compliance with CERCLA All Appropriate Inquiries’ ASTM standard Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 3 sufficient to ensure Purchaser’s Bona Fide Prospective Purchaser status with regard to the Subject Property) to allow Purchaser to rely on the Ramboll ESA without material limitation. Purchaser agrees to contract with Ramboll Environmental for purposes of the Ramboll ESA and any other recommended or required environmental site assessments (including additional Phase II assessment or vapor testing), and Purchaser agrees not to contract with another environmental consultant to perform a Phase I Environmental Site Assessment or a Phase II Environmental Site Assessment, but may engage with a separate environmental consultant for purposes of reviewing the Ramboll ESA work and providing guidance on obtaining a No Association Determination and/or No Further Action letter (“MPCA Assurance Letters”) from the Minnesota Pollution Control Agency (“MPCA”). Seller agrees that Purchaser may communicate with the MPCA for purposes of negotiating and obtaining the MPCA Assurance Letters, including communicating the findings of the Ramboll ESAs and Purchaser’s planned use of the Subject Property, provided that Purchaser may not execute any MPCA agreement or control which would be binding on the Subject Property until Purchaser becomes fee owner of the Subject Property. Subject to the terms of the Existing Contract, Seller agrees to cooperate with Purchaser in all commercially reasonable respects to facilitate Purchaser’s (i) investigation of the environmental status of the Subject Property, (ii) communications and negotiations with the MPCA, and (iii) pursuit of MPCA Assurance Letters deemed necessary or prudent by Purchaser. (c) Access Easements. Prior to the Contingency Date, Purchaser and Seller shall negotiate a mutually agreeable easement to be recorded at Closing that will run in favor of the City over a portion of the adjoining property identified as Hennepin County PID No. 16-116-22-0009, as legally described and depicted on Exhibit C attached hereto, which Seller is acquiring as part of the Existing Contract, for the purposes of ingress and egress and drainage and utility purposes between the Subject Property and property currently owner by the City (the “Access Easement”). Among other terms and conditions as agreed on by the parties, the Access Easement shall provide Purchaser with the right to pave the easement area. In exchange for this new Access Easement, at the Closing, the City shall terminate the existing access easement dated December 19, 1991, and recorded in the Hennepin County Recorder’s Officer as Document No. 2224713 (the “Existing Easement”). On or before the Contingency Date, Purchaser shall determine whether Purchaser is satisfied, in its sole and absolute discretion, with its review of the Due Diligence Materials, the results of the Tests, and the form and content of the Access Easement. Purchaser shall pay all costs and expenses of the Tests and shall defend, indemnify and hold harmless Seller, and its agents, employees and contractors, and the Subject Property, from and against any and all loss, cost, damage, liability, settlement, cause of action or threat thereof or expense (including, without limitation, reasonable attorneys’ fees and costs) arising from or relating to the Tests. Purchaser shall carry and shall cause any consultants retained by Purchaser to carry policies of commercial general liability insurance in an amount not less than $2,000,000 combined single limit per occurrence for bodily injury, death and property damage liability and provide evidence of such insurance to Seller prior to commencing the Tests. Purchaser shall promptly repair and restore any damage to the Subject Property attributable to the conduct of the Tests, or Purchaser’s presence or activity on the Subject Property and shall promptly return the Subject Property to substantially the same condition as existed prior to the conduct of the Tests. No Tests shall be conducted without Seller’s approval as to the time and manner of such Tests, which approval shall not be unreasonably withheld or delayed. At Seller’s sole option, any such Tests shall be performed in the presence of a representative of Seller. All Tests shall be conducted in such a manner so as to minimize interference with the operation of the Subject Property and the business of the Existing Owner. Anything in this Agreement to the contrary notwithstanding, the indemnity, defense and hold harmless obligations of Purchaser under this Section 3(a) shall survive Closing and any termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, Seller shall have no obligation to make any repairs or improvements to the Subject Property. Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 4 Purchaser shall, on or before the Contingency Date, do one of the following: (i) notify Seller in writing that the Conditions Precedent have been satisfied or waived, in Purchaser’s sole and absolute discretion; or (ii) notify Seller in writing that the Conditions Precedent have not been satisfied or waived by Purchaser, in Purchaser’s sole and absolute discretion. If Seller receives written notice before the Contingency Date as provided in (i) above or Seller does not receive any written notice before the Contingency Date, then the Earnest Money shall become nonrefundable (except as otherwise provided in this Agreement) as of the Contingency Date and the Closing shall occur on the Closing Date. If Seller receives written notice before the Contingency Date as provided in (ii) above, then this Agreement shall terminate, provided if Seller so requests, Purchaser shall execute any document reasonably required by Seller to evidence such termination including, without limitation, a quit claim deed, and the Earnest Money will be returned to Purchaser. Upon such termination, neither party will have any further rights or obligations (other than the obligations of Purchaser set forth in Sections 3(a) and 27 and the indemnity and other obligations of Seller and Purchaser set forth in Section 13 which obligations shall survive any termination; such indemnity obligations shall be referred to herein as the “Surviving Indemnity Obligations”) regarding this Agreement or the Subject Property. 4. Covenants by Seller. Seller covenants and agrees with Purchaser that from the date hereof until the Closing Date, Seller shall conduct its business involving the Subject Property, as follows, and during such period will (except as specifically provided to the contrary herein): (a) Conveyances; Easements. Refrain from conveying the Subject Property, except to an affiliate or subsidiary (which transfer, if any, will be made subject to the rights of Purchaser under this Agreement), or creating on the Subject Property any easements affecting the Subject Property other than as may be required by any applicable governmental or quasi-governmental authority or by a provider of utility services, and refrain from removing any fixture or equipment; provided, however, nothing herein shall preclude the Existing Owner from replacing any equipment, supplies or machinery in the ordinary course of operating the Subject Property. Seller shall, upon Seller’s receipt, deliver to Purchaser a copy of any easement so required by any governmental or quasi-governmental authority or provider of utility services affecting the Subject Property which does not require the consent of Purchaser, and any such easement shall constitute a Permitted Encumbrance. (b) Contracts. From and after the Contingency Date (provided that this Agreement has not been terminated), refrain from entering into or amending any contracts or other agreements without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, and which shall be deemed given if Purchaser does not object to Seller's request for approval within five (5) days after receipt of Seller's request. In the event Seller or Existing Owner enters into any such contracts or agreements after the date of this Agreement but prior to the Contingency Date that do not require Purchaser’s consent, then Seller shall provide copies of such documents to Purchaser prior to the Contingency Date. (c) Operation of Subject Property. Operate, maintain, repair and insure the Subject Property in a manner consistent with the existing operation, maintenance, repair and insurance of the Subject Property. 5. Representations by Seller. As used in this Agreement, the phrase “to Seller’s knowledge” or words of similar import shall mean the actual knowledge of Josh Budish, after reviewing the Existing Contract but without other independent investigation or inquiry. Subject to the foregoing, Seller represents to Purchaser as follows: Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 5 (a) Authority. Seller is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Minnesota; Seller has the requisite power and authority to enter into and perform this Agreement, the Seller’s Closing Documents and the Purchaser’s and Seller’s Closing Documents (each as hereinafter defined) to which it is a party; such documents have been duly authorized by all necessary action on the part of Seller and have been or will be duly executed and delivered; such execution, delivery and performance by Seller of such documents will not conflict with or result in a violation of Seller’s organizational documents, or any judgment, order, or decree of any court or arbiter to which Seller is a party; and such documents are valid and binding obligations of Seller, and are enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, creditor’s rights and other similar laws. (b) Existing Contract. The terms of the Existing Contract include covenants made by Existing Owner to Seller regarding the conduct of business involving the Subject Property that are the same as or substantially similar to the covenants provided by Seller to Purchaser under Section 4 of this Agreement. (c) FIRPTA. Seller is not a “foreign person,” “foreign partnership,” “foreign trust” or “foreign estate” as those terms are defined in Section 1445 of the Internal Revenue Code. (d) Blocked Persons. Seller has not received written notice that Seller is: (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 Sept. 25, 2001 (the “Order”) and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (ii) a person who has been determined by competent authority to be subject to the prohibitions contained in the Order; (iii) owned or controlled by, or acts for or on behalf of, any person or entity who is (x) on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Order, (y) a citizen of the United States who is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation or Executive Order of the President of the United States, or (z) an “Embargoed Person,” meaning any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder. (e) Leases. To Seller’s knowledge, there are no recorded or unrecorded leases affecting the Subject Property. (f) Minnesota Required Statutory Disclosures. (i) Wells. Seller represents that, to Seller’s knowledge, and except as disclosed pursuant to well disclosure certificates filed with the Minnesota Department of Health, if any, there are no wells located on the Property. Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 6 (ii) Storage Tanks. Seller represents that, to Seller’s knowledge, there are no underground or above ground storage tanks of any size or type located on the Property. (iii) Septic. Seller states that to Seller’s knowledge: (i) sewage generated at the Property, if any, goes to a facility permitted by the Minnesota Pollution Control Agency; and (ii) there are no abandoned individual sewage treatment systems on the Property. (iv) Methamphetamine Production. Seller represents that, to Seller’s knowledge, methamphetamine production has not occurred on the Property. 6. Representations by Purchaser; Other Matters; Purchaser’s Covenant. (a) Representations by Purchaser. Purchaser represents to Seller as follows: (i) Purchaser is a Minnesota municipal corporation, that Purchaser has the requisite power and authority to enter into this Agreement, the Purchaser’s Closing Documents and the Purchaser’s and Seller’s Closing Documents (as herein defined); such documents have been duly authorized by all necessary action on the part of Purchaser and have been or will be duly executed and delivered; that the execution, delivery and performance by Purchaser of such documents will not conflict with or result in violation of Purchaser’s statutory authority or any judgment, order or decree of any court or arbiter to which Purchaser is a party; such documents are valid and binding obligations of Purchaser, and are enforceable against Purchaser in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, creditor’s rights and other similar laws. (ii) Purchaser has not received written notice that Purchaser is: (A) listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other Lists; (B) a person who has been determined by competent authority to be subject to the prohibitions contained in the Order; (C) owned or controlled by, or acts for or on behalf of, any person or entity who is (x) on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Order, (y) a citizen of the United States who is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation or Executive Order of the President of the United States, or (z) an Embargoed Person. (iii) Purchaser shall not transfer or permit the transfer of any interest in Purchaser or in this Agreement to any person or entity who is listed on the Lists. (b) Other Matters. The representations of Seller and Purchaser contained in this Agreement shall survive Closing; provided, however, (i) any cause of action of Purchaser against Seller by reason of a breach or default of any of the representations in Section 5 set forth herein or in any certificates executed by Seller pursuant to Section 8(a) below or in any Seller’s Closing Documents or Purchaser’s and Seller’s Closing Documents (collectively, “Seller’s Representations”) shall automatically expire as of the date which is three (3) months after the Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 7 Closing (the “Representation Expiration Date”), except that the same shall not expire as to any such breach or default as to which Purchaser has instituted litigation of a claim for any such breach or default prior to the Representation Expiration Date, (ii) Seller’s total liability for any breach or breaches of Seller’s Representations shall in no event exceed Twenty Thousand and No/100 U.S. Dollars ($20,000.00), which liability limit shall survive Closing, and (iii) Seller shall not have any liability whatsoever to Purchaser with respect to any breach or breaches by Seller of Seller’s Representations, if, prior to Closing, Purchaser obtains knowledge by virtue of a written document or report received by Purchaser on or prior to the Closing Date of a fact or circumstance, the existence of which would constitute a breach of Seller’s Representations. Among other things, for purposes hereof, Purchaser shall be deemed to have knowledge of any fact or circumstance set forth in any environmental assessments, engineering reports, or other written materials reviewed or received by Purchaser on or prior to the Closing Date. Seller’s representations in Section 5 set forth herein shall be deemed automatically modified to the extent that any information contained in any environmental assessments or engineering reports or other written materials reviewed or received by Purchaser prior to the Closing Date is inconsistent with the matters which are the subject of such representations in Section 5. 7. Closing. (a) Closing Date. The Closing shall occur on or prior to the Closing Date, subject to delays as provided for herein, at the office of, or by mail through escrow with, the Title Company or at such other time and place as the parties may mutually agree. (b) Purchaser’s Closing Conditions Precedent. Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions (“Purchaser’s Closing Conditions Precedent”); provided, however that Purchaser shall have the unilateral right to waive any Purchaser’s Closing Conditions Precedent, in whole or in part, by written notice to Seller: (i) The representations of Seller in Section 5 hereof shall be, in all material respects, true and complete. (ii) Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement, in all material respects. In the event Purchaser’s Closing Conditions Precedent have not been satisfied or waived as of the scheduled Closing Date, and provided the failure to satisfy or waive any such condition is not attributable to a breach or default of this Agreement by Seller (in which event the provisions of Section 10 shall apply), at Purchaser’s option this Agreement shall terminate (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination) and the Earnest Money shall promptly be returned to Purchaser; provided, however, upon such termination Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination, including, without limitation, a quit claim deed. Upon such termination, neither party will have any further rights or obligations (other than the Surviving Indemnity Obligations which shall survive any such termination) regarding this Agreement or the Subject Property. (c) Seller’s Conditions Precedent. Seller’s obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions (“Seller’s Closing Conditions Precedent”), but Seller shall have the unilateral right to Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 8 waive, in whole or in part, any Seller’s Closing Conditions Precedent by written notice to Purchaser: (i) Seller shall have obtained title to the Subject Property from the Existing Owner pursuant to the terms of the Existing Contract. (ii) The representations of Purchaser in Section 6(a) hereof shall be, in all material respects, true and complete. (iii) Purchaser shall have performed all of the obligations required to be performed by Purchaser under this Agreement, as and when required by this Agreement, in all material respects. In the event Seller’s Closing Conditions Precedent have not been satisfied or waived as of the scheduled Closing Date, and provided the failure to satisfy or waive any such condition is not attributable to a breach or default of this Agreement by Purchaser (in which event the provisions of Section 10 shall apply), at Seller’s option this Agreement shall terminate (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination) and the Earnest Money shall promptly be returned to Purchaser; provided, however, upon such termination Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination, including, without limitation, a quit claim deed. Upon such termination, neither party will have any further rights or obligations (other than the Surviving Indemnity Obligations which shall survive any such termination) regarding this Agreement or the Subject Property. 8. Closing Deliveries. (a) Seller’s Closing Documents. On the Closing Date Seller shall execute and/or deliver to Purchaser or cause to be executed and/or delivered the following (collectively, “Seller’s Closing Documents”): (i) Deed. A Limited Warranty Deed (the “Deed”) conveying the Real Property to Purchaser. (ii) Access Easement. Seller’s signature page to the Access Easement. (iii) Certificate Regarding Representations. A certificate stating that the representations made by Seller in Section 5 above are true and complete in all material respects as of the Closing Date, or indicating any material and adverse change in any such representations. (iv) FIRPTA Certificate. A non-foreign certificate properly containing such information as is required by Section 1445(b)(2) of the Internal Revenue Code and its regulations promulgated thereunder. (v) Title Documents. Seller shall deliver, to Title Company only, such certificates of Seller in favor of the Title Company in order to record the Deed and issue the Title Insurance Policy, all in forms reasonably acceptable to Seller. Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 9 (vi) Certificate of Real Estate Value. All Seller-related inputs necessary for the filing of an electronic Minnesota Certificate of Real Estate Value (eCRV) by the Title Company. (vii) Miscellaneous. Other documents reasonably required to consummate the transaction this Agreement contemplates. (b) Purchaser’s Closing Documents. On the Closing Date, Purchaser will execute and/or deliver or cause to be executed and/or delivered to Seller the following (collectively, “Purchaser’s Closing Documents”): (i) Purchase Price. The Purchase Price, plus or minus prorations or other adjustments, if any, by wire transfer of immediately available funds, to be received in Title Company’s trust account on or before 12:00 p.m. Central Time on the Closing Date. (ii) Access Easement. Purchaser’s executed signature page to the Access Easement. (iii) Existing Easement. Purchaser’s executed signature page to the Existing Easement. (iv) Title Documents. Such affidavits of Purchaser or other documents as may be reasonably required by Title Company in order to record the Deed and issue the Title Insurance Policy. (v) Certificate Regarding Representations. A certificate executed by Purchaser certifying that representations made by Purchaser in Section 6(a) above are true and complete in all material respects as of the Closing Date. (vi) Certificate of Real Estate Value. All Purchaser-related inputs necessary for the filing of an electronic Minnesota Certificate of Real Estate Value (eCRV) by the Title Company. (vii) Miscellaneous. Other documents reasonably required to consummate the transaction this Agreement contemplates. (c) Purchaser’s and Seller’s Closing Documents. On the Closing Date, Seller and Purchaser shall jointly execute and deliver or cause to be executed and delivered the following (collectively, the “Purchaser’s and Seller’s Closing Documents”): (i) Closing Statement. A Closing Statement in form and substance reasonably acceptable to both Seller and Purchaser and consistent with the terms of this Agreement, showing the Purchase Price and all prorations, adjustments, credits and debits this Agreement describes. (ii) Designation Agreement. A Designation Agreement executed by Seller, Purchaser and Title Company designating the “reporting person” for purposes of completing the Internal Revenue Service Form 1099 and, if applicable, Internal Revenue Form 8594 (the “Designation Agreement”). Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 10 (iii) Miscellaneous. Such other documents, instruments and affidavits as shall be reasonably necessary to consummate the transaction contemplated hereby. 9. Adjustment and Prorations. (a) Real Estate Taxes and Special Assessments. Seller shall pay all real estate taxes assessed and installments of special assessments with respect to the Real Property which would be delinquent if not paid on or before the Closing Date. Real estate taxes and installments of special assessments due and payable during the calendar year in which the Closing occurs shall be prorated as of the Closing Date. Buyer shall pay all subsequent real estate taxes and installments of special assessments. If, for any prior fiscal tax year, there are any tax protests filed, or abatement application proceedings pending at any time prior to the Closing with reference to the Subject Property, Seller shall have the right to settle such protests or proceedings as long as such settlement does not include any agreement as to the valuation of the Subject Property for real estate tax purposes for the period after the Closing. Otherwise, Seller shall not settle the same without Purchaser's prior written consent. All amounts recovered as a result thereof, whether by settlement or otherwise, shall, net of attorneys’ fees and other expenses, be apportioned as of the Closing, and paid, when received, to the parties entitled thereto. (b) Title Insurance. Seller shall pay all title examination fees of the Title Company. Purchaser shall pay the premium for the Title Insurance Policy and all requested endorsements to the Title Insurance Policy, and all costs of any lender's title insurance policy. (c) Survey Costs. If Purchaser elects to obtain the Updated Survey, the costs for the Updated Survey shall be paid by Purchaser. (d) Closing Fee. Seller and Purchaser shall each pay one-half of the closing fee and/or escrow fee Title Company charges. (e) Transfer Tax. Seller shall pay all deed tax, documentation, stamp and transfer taxes payable in connection with the transfer of the Subject Property. (f) Recording Costs. Purchaser shall pay the cost of recording the Deed and all other recording costs. (g) Other Costs. All other costs shall be allocated in accordance with the customs prevailing in similar transactions in the metropolitan area where the Subject Property is located. Except as otherwise expressly provided otherwise in this Agreement, all prorations provided for herein shall be final. 10. Default/Remedies. (a) DEFAULT BY SELLER. IF SELLER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATION TO CLOSE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND SELLER FAILS TO CURE THE DEFAULT PRIOR TO THE EARLIER OF TEN (10) DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF FROM PURCHASER OR THE THEN SCHEDULED CLOSING DATE, PURCHASER WILL BE DAMAGED AND, SUBJECT TO THE PENULTIMATE SENTENCE OF THIS SECTION 10(a), Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 11 PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT SHALL BE TO ELECT ONE, AND ONLY ONE, OF THE FOLLOWING REMEDIES, AS FOLLOWS: (A) TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE DELIVERED TO SELLER AND THE TITLE COMPANY AND TO RECOVER THE EARNEST MONEY, OR (B) SUBJECT TO THE TERMS SET FORTH BELOW, TO SPECIFICALLY ENFORCE (WHICH ACTION FOR SPECIFIC PERFORMANCE MUST BE FILED AND SERVED UPON SELLER WITHIN SIXTY (60) DAYS AFTER THE EXPIRATION OF THE 10-DAY PERIOD TO CURE DESCRIBED IN THIS SENTENCE, OR SUCH RIGHT SHALL BE DEEMED WAIVED) SELLER’S OBLIGATION TO EXECUTE AND DELIVER THE DEED AND TO CONVEY THE SUBJECT PROPERTY TO PURCHASER IN ACCORDANCE WITH THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING SENTENCE, PURCHASER SHALL NOT HAVE THE RIGHT TO RECOVER DAMAGES OF ANY KIND OR TO OBTAIN OTHER EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, ANY EQUITABLE ADJUSTMENT TO THE TERMS OF THE SALE OF THE PROPERTY, IN CONNECTION WITH ANY SUCH ACTION FOR SPECIFIC PERFORMANCE. AS A CONDITION PRECEDENT TO PURCHASER’S ELECTION TO PURSUE AN ACTION FOR SPECIFIC PERFORMANCE, PURCHASER SHALL HAVE FULLY PERFORMED ALL OF PURCHASER’S OBLIGATIONS AND MADE OR TENDERED ALL DELIVERIES REQUIRED TO BE PERFORMED OR DELIVERED ON OR BEFORE THE CLOSING, INCLUDING WITHOUT LIMITATION DELIVERING OR TENDERING TO TITLE COMPANY THE BALANCE OF THE PURCHASE PRICE AND ALL OTHER FUNDS REQUIRED OF PURCHASER AND WITHOUT ASSERTING ANY EXCUSE OF PURCHASER’S PERFORMANCE DUE TO SELLER’S DEFAULT OR OTHERWISE. PURCHASER ACKNOWLEDGES THAT PURCHASER’S FULL PERFORMANCE OF ITS OBLIGATIONS ABOVE IN EVERY DETAIL IS MATERIAL TO SELLER AND, THEREFORE, IF PURCHASER FAILS TO SATISFY ANY REQUIREMENTS, SELLER SHALL BE ENTITLED TO AN IMMEDIATE DISMISSAL OF ANY SUCH ACTION. IN NO EVENT SHALL PURCHASER HAVE THE RIGHT TO FILE A LIS PENDENS AGAINST THE REAL PROPERTY OTHER THAN IN CONNECTION WITH AN ACTION FOR SPECIFIC PERFORMANCE AS PERMITTED ABOVE. THE PARTIES AGREE THAT IN NO EVENT SHALL THE FOREGOING LIMITATIONS ON PURCHASER’S REMEDIES APPLY TO ANY BREACH OF SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, ANY OBLIGATION OF SELLER WHICH IS TO SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT, OR TO ANY ACTION PURSUANT TO SECTION 29 BELOW TO COLLECT ATTORNEYS’ FEES INCURRED BY PURCHASER IN (i) BRINGING ANY SPECIFIC PERFORMANCE ACTION THAT MAY BE PERMITTED UNDER THIS SECTION 10(a) OR, (ii) BRINGING ANY OTHER ACTION THAT MAY BE PERMITTED UNDER THIS AGREEMENT. (b) DEFAULT BY PURCHASER. IF PURCHASER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATION TO CLOSE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND PURCHASER FAILS TO CURE THE DEFAULT PRIOR TO THE EARLIER OF TEN (10) DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF FROM SELLER OR THE THEN SCHEDULED CLOSING DATE, SELLER WILL BE DAMAGED AND, SUBJECT TO THE LAST PARAGRAPH OF THIS SECTION 10(b), SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT SHALL BE TO RECOVER THE EARNEST MONEY AS LIQUIDATED DAMAGES. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING SENTENCE, SELLER SHALL NOT HAVE THE RIGHT TO RECOVER DAMAGES OF ANY KIND OR TO OBTAIN OTHER EQUITABLE RELIEF, INCLUDING, WITHOUT LIMITATION, ANY EQUITABLE ADJUSTMENT TO THE TERMS OF THE SALE OF THE SUBJECT PROPERTY. Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 12 PURCHASER ACKNOWLEDGES THAT THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER ON ACCOUNT OF SUCH DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: (A) THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE SUBJECT PROPERTY AT THE TIME SET FOR THE CLOSING AND THE PURCHASE PRICE FOR THE SUBJECT PROPERTY AS SET FORTH IN THIS AGREEMENT; (B) PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE SUBJECT PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (C) IT IS IMPOSSIBLE TO PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT IS MADE WHETHER THE VALUE OF THE SUBJECT PROPERTY WILL INCREASE OR DECREASE AS OF THE DATE SET FOR THE CLOSING. FURTHERMORE, PURCHASER ACKNOWLEDGES THAT SELLER HAD OTHER OPPORTUNITIES TO SELL THE SUBJECT PROPERTY AND RELIED UPON THE REPRESENTATIONS OF PURCHASER THAT IT WOULD PERFORM AND PURCHASE THE SUBJECT PROPERTY FROM SELLER. PURCHASER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH PURCHASER MIGHT BE LIABLE SHOULD PURCHASER FAIL TO CLOSE UNDER THIS AGREEMENT. PURCHASER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR SUCH BREACH OR DEFAULT UNDER THIS AGREEMENT. THEREFORE, THE SUM REPRESENTED BY THE EARNEST MONEY SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S DAMAGES AND, EXCEPT AS PROVIDED BELOW, SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF THE FAILURE TO CLOSE ESCROW RESULTING FROM PURCHASER’S BREACH OF THIS AGREEMENT SHALL BE LIMITED TO SUCH AMOUNT; PROVIDED, HOWEVER, THAT THE PARTIES AGREE THAT, IN NO EVENT, SHALL THIS LIQUIDATED DAMAGES PROVISION APPLY TO ANY BREACH OF PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 3(a) OF THIS AGREEMENT OR UNDER ANY OTHER INDEMNITY PROVISIONS OF THIS AGREEMENT, ANY OBLIGATION OF PURCHASER WHICH IS TO SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT OR TO ANY ACTION PURSUANT TO SECTION 29 BELOW TO COLLECT ATTORNEYS’ FEES INCURRED BY SELLER IN BRINGING ANY ACTION TO COLLECT LIQUIDATED DAMAGES FROM PURCHASER AS MAY BE PERMITTED UNDER THIS SECTION 10(b) OR BRINGING ANY OTHER ACTION THAT MAY BE PERMITTED UNDER THIS AGREEMENT. SUCH RETENTION OF THE EARNEST MONEY BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. PURCHASER HAS REVIEWED THE EFFECT OF THIS PROVISION WITH LEGAL COUNSEL AND HAS AGREED THAT SUCH DAMAGES ARE A REASONABLE AND FAIR ESTIMATE OF THE DAMAGES SELLER WILL SUSTAIN. THE OBLIGATIONS SET FORTH IN THIS SECTION 10(b) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 11. Damage. If, prior to the Closing Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of this Agreement, neither party will have any further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 13 reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means damage that would cost more than $300,000 to repair. 12. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any substantial part of the Subject Property, Seller shall immediately give notice to Purchaser of such fact and, at Purchaser’s option (to be exercised within fifteen (15) days after Seller’s notice), this Agreement shall terminate with respect to the Subject Property. In the event of any such termination, neither party will have further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), except that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement in the manner provided in this Section 12, then there shall be no reduction in the Purchase Price, and Seller shall assign to Purchaser at the Closing Date all of Seller’s right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that if any action is necessary with respect to such proceeding to avoid any forfeiture or material prejudice, Seller shall be entitled to take such action as and to the extent necessary without obtaining Purchaser’s prior written consent. For purposes of this Section 12, the words “substantial part” means such a portion of the Subject Property that would, in Purchaser’s reasonable judgment, materially adversely affect Purchaser’s intended use of the Subject Property in any material respect or would adversely affect access to the Property in any material respect. 13. Broker’s Commissions. Seller represents to the Purchaser that in connection with the transaction contemplated hereby, no third-party broker or finder has been engaged or consulted by Seller or is entitled to compensation or commissions in connection herewith. Seller shall defend, indemnify and hold harmless Purchaser from and against any and all claims of brokers, finders or any like third party claiming any right to commissions or compensation by or through acts of Seller in connection herewith. Purchaser represents to Seller that in connection with the transaction contemplated hereby, no third party broker or finder has been engaged or consulted by Purchaser or is entitled to compensation or commissions in connection herewith. Purchaser shall defend, indemnify and hold harmless Seller from and against any and all claims of brokers, finders or any like party claiming any right to commissions or compensation by or through acts of Purchaser in connection herewith. The indemnity obligations hereunder, in favor of both Seller and Purchaser, shall include, without limitation, all damages, losses, risks, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from and related to matters being indemnified hereunder. No broker, finder or like party shall be entitled to rely (as a third-party beneficiary or otherwise) on the provisions herein in claiming any right to commissions or compensation or otherwise. For the purposes of complying with Minnesota law, Seller discloses the Joshua Budish, the sole member of Seller, is a licensed broker in the State of Minnesota but is not requesting any compensation as part of this transaction. This Section 13 shall survive the expiration or termination of this Agreement or the Closing for six (6) months following the date of Closing. Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 14 14. Environmental Disclosure. Seller hereby discloses that the Real Property may contain or have contained such materials (if any) or conditions as described in the Ramboll ESA. Purchaser acknowledges and agrees that the Ramboll ESA is provided by Seller for informational purposes only and that Seller makes no representations or warranties as to the accuracy or completeness of the Ramboll ESA. Purchaser hereby (a) agrees that Purchaser is relying solely on its own investigation, if any, of the Subject Property covering the effect of any hazardous materials that may be on about or within the Subject Property, whether disclosed by such investigations or not (collectively, the “Hazardous Materials Effect”), (b) assumes the risk of any and all liabilities, claims, demands, suits, judgments, losses, damages, expenses (including, without limitation, attorney’s fees) and other obligations arising out of or incurred in connection with the Hazardous Materials Effect, if any, and (c) waives and releases Seller from all liabilities, claims, demands, suits, judgments, losses, damages, and expenses relating to the Hazardous Materials Effect. 15. Assignment. Purchaser may not assign its rights under this Agreement without the prior written consent of Seller. Any assignment shall be subject to all the provisions, terms, covenants and conditions of this Agreement. Any such assignment and assumption shall be evidenced by a written agreement in form and substance reasonably acceptable to Seller. Seller may assign its rights under this Agreement to the extent that the Existing Contract is assigned to a different entity controlled by or affiliated with Seller. 16. Notices. Any notice or other communication in connection with this Agreement shall be in writing and shall be sent by nationally recognized overnight courier guaranteed next business day delivery, by email at the address set forth below, or by personal delivery, properly addressed as follows: If to Seller: Endeavor Holdings LLC 200 Southdale Center Edina, MN 55435 Attn: Josh Budish Email: josh@endeavorshield.com with a copy to: Taft Stettinius & Hollister LLP 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 Attn: Patrick Lindmark Email: plindmark@taftlaw.com If to Purchaser: City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Attn: Robert Ellis, Public Works Director Email: rellis@edenprairie.org with a copy to: Gregerson, Rosow, Johnson & Nilan, Ltd. 100 Washington Ave South, Suite 1550 Minneapolis, MN 55401 Attn: Margaret Neuville Email: mneuville@grjn.com All notices shall be deemed given one (1) business day following deposit if delivered to an overnight courier guaranteeing next day delivery and on the same day if sent by personal delivery or by Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 15 email delivered before 5:00 p.m. Central Time on a business day (and the following business day if the email is delivered after 5:00 p.m. Central Time on a business day). Attorneys for each party shall be authorized to give notices for each such party. Any 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. 17. Captions. The section headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 18. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein contained, and all prior negotiations, discussions, writings and agreements between the parties with respect to the subject matter herein contained are superseded and of no further force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by either party, unless such waiver is in writing signed by the party charged with such waiver. 19. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 20. Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of in which the Subject Property is located. 21. Severability. The unenforceability or invalidity of any provisions hereof shall not render any other provision herein contained unenforceable or invalid. 22. “As Is” Sale. PURCHASER ACKNOWLEDGES THAT EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING, (A) NEITHER SELLER, NOR ANY OWNER, PRINCIPAL, AGENT, ATTORNEY, EMPLOYEE, BROKER, OR OTHER REPRESENTATIVE OF SELLER, HAVE MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT PROPERTY OR ANY MATTER RELATED THERETO, AND (B) PURCHASER IS NOT RELYING ON ANY WARRANTY, REPRESENTATION, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE SUBJECT PROPERTY, AND THAT PURCHASER IS ACQUIRING THE SUBJECT PROPERTY IN ITS “AS-IS” CONDITION WITH ALL FAULTS, AND (C) PURCHASER RELEASES SELLER, ITS PAST, PRESENT AND FUTURE EMPLOYEES, PARTNERS, OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, ADMINISTRATORS, REPRESENTATIVES AND PREDECESSORS AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, EXECUTORS AND ADMINISTRATORS, AGENTS, EMPLOYEES, REPRESENTATIVES, ATTORNEYS, AFFILIATES AND ALL PERSONS ACTING BY, THROUGH, UNDER OR IN CONCERT WITH ANY OF THEM (COLLECTIVELY, THE “RELEASEES”) AND EVERY ENTITY AFFILIATED WITH SELLER AND RELEASEES, FROM ALL ACTIONS, CAUSES OF ACTIONS, SUITS, DEBTS, LIENS, CONTRACTS, AGENTS, OBLIGATIONS, PROMISES, RIGHTS, DEMANDS, CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, LOSSES, COSTS AND EXPENSES INCLUDING ATTORNEYS’ FEES, OF ANY NATURE WHATSOEVER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FIXED OR CONTINGENT, WHICH PURCHASER NOW HAS, OWNS, HOLDS OR CLAIMS TO HAVE, OWN OR HOLD, OR AT ANY TIME HERETOFORE HAD, OWNED, HELD, OR CLAIMED TO HAVE, OWN OR HOLD, AGAINST SELLER AND THE RELEASEES, RELATING TO THE CONDITION OF THE SUBJECT PROPERTY. IN PARTICULAR, BUT WITHOUT LIMITATION, EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 16 RESPECT TO THE PHYSICAL CONDITION OF THE SUBJECT PROPERTY, ANY PATENT OR LATENT DEFECTS AFFECTING THE SUBJECT PROPERTY OR ANY OTHER ASPECT OF THE SUBJECT PROPERTY, INCLUDING ANY ENTITLEMENTS FOR THE SUBJECT PROPERTY, ANY GOVERNMENTAL LAWS AND REGULATIONS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, ZONING AND LAND USE LAWS AND REGULATIONS, COVENANTS, CONDITIONS OR RESTRICTIONS, WHETHER OR NOT OF RECORD, TO WHICH THE SUBJECT PROPERTY MAY BE SUBJECT, THE DEVELOPMENT, USE, CONSTRUCTION, MANAGEMENT OR OCCUPATION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE IMPROVEMENTS CONSTRUCTED THEREON, THE PRESENCE OF ANY HAZARDOUS MATERIALS UNDER OR IN THE VICINITY OF THE SUBJECT PROPERTY AND ANY HAZARDOUS MATERIAL EFFECTS, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER WILL CONDUCT ITS OWN INVESTIGATIONS AND STUDIES OF THE SUBJECT PROPERTY AND ALL ASPECTS THEREOF, INCLUDING WITHOUT LIMITATION THE SUBJECT PROPERTY’S CHARACTERISTICS, ITS PHYSICAL CONDITION (INCLUDING ANY DEFECTS THEREIN), ALL LEGAL REQUIREMENTS APPLICABLE THERETO, THE OPERATION AND USE THEREOF, THE ENVIRONMENTAL CONDITION OF THE SUBJECT PROPERTY AND ALL MATTERS DESCRIBED IN THE PRECEDING SENTENCE; IF FOR ANY REASON WHATSOEVER PURCHASER IS PRECLUDED BY SELLER FROM CONDUCTING SUCH INVESTIGATIONS AND STUDIES, PURCHASER SHALL BE REQUIRED TO GIVE WRITTEN NOTICE THEREOF TO SELLER PRIOR TO THE CONTINGENCY DATE. PURCHASER’S WAIVERS APPLY TO ALL CLAIMS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ABSOLUTE OR CONTINGENT, AND WHETHER OR NOT DISCOVERABLE BY PURCHASER, THAT PURCHASER NOW HOLDS OR MAY HOLD AT ANY TIME IN THE FUTURE. PURCHASER ACKNOWLEDGES AND AGREES THAT: (A) PURCHASER IS AN EXPERIENCED AND SOPHISTICATED OWNER OF REAL PROPERTY; (B) PURCHASER HAS EXPRESSLY NEGOTIATED THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION; AND (C) THE LIMITATIONS CONTAINED IN THIS SECTION ARE REASONABLE. PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS AGREED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION FOR AND IN RELIANCE UPON THE FOREGOING LIMITATIONS OF LIABILITY, AND THAT THE CONSIDERATION UNDER THIS AGREEMENT IS BASED IN PART ON THE LIMITATIONS OF LIABILITY. THE PROVISIONS OF THIS SECTION SHALL APPLY TO ANY CLAIM, LOSS OR DAMAGE, IRRESPECTIVE OF ITS CAUSE OR ORIGIN, AND REGARDLESS OF WHETHER IT IS BASED ON STRICT LIABILITY OR RESULTS FROM THE PASSIVE OR ACTIVE NEGLIGENCE OF SELLER AND/OR ANY RELEASEES. 23. Time of Essence. Time is of the essence of this Agreement. 24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 25. Interpretation. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 26. Tax Deferred Exchange. Purchaser and Seller or their permitted assigns, have the right to structure the sale of the Subject Property as part of one or more deferred exchanges in accordance with the provisions of Section 1031 of the Internal Revenue Code. Purchaser and Seller will make reasonable efforts Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 17 to cooperate with any such exchange requested by the other, including without limitation executing consents to assignments and other documents reasonably requested by the exchanging party; provided that: (i) the Closing Date hereunder will not thereby be delayed, (ii) the cooperating Purchaser or Seller, as the case may be, does not incur any additional expense or liability, nor assume any personal liability in connection with a request by the other party to cooperate with said exchange, (iii) the exchanging party shall not be released from its obligations under this Agreement if the exchanging party’s exchange fails for any reason, and the exchanging party shall remain obligated under this Agreement, (iv) the cooperating party shall not be required to acquire title to any other real property (other than the Real Property), and (v) the exchanging party shall indemnify, defend and hold the cooperating party harmless from and against all expenses, losses, costs (including, without limitation, reasonable attorneys’ fees), damages and claims resulting from the exchanging party’s exchange or attempted exchange. The cooperating party hereby disclaims any responsibility for the qualification of the transactions contemplated by this Agreement as a tax-deferred exchange under Internal Revenue Code Section 1031, as amended, and the exchanging party agrees that the cooperating party shall not be liable for any tax liability, interest or penalties arising thereunder by virtue of the cooperating party’s cooperation in the consummation of any such exchange or attempted exchange. 27. Return of Documents; Confidentiality. In the event that this Agreement is terminated or cancelled without Purchaser acquiring the Subject Property pursuant to the terms hereof, Purchaser shall, within five (5) business days thereafter, deliver to Seller all due diligence materials delivered by Seller to Purchaser. Prior to the Closing, Purchaser agrees not to disclose any terms or existence of this Agreement, and shall not disclose any due diligence materials, to third parties, except that Purchaser may disclose such information to (i) those employed or engaged by Purchaser in connection with Purchaser's due diligence investigations, (ii) to Purchaser's attorneys, potential lenders, title and escrow officers and others involved in connection with the transactions described in this Agreement, (iii) to Purchaser's elected officials, or (iv) to the extent required by law, including but not limited to the Minnesota Government Data Practices Act, subpoena or court order. Purchaser agrees that Purchaser shall not publicize, announce or place any monument advertisements (and shall prohibit any Purchaser’s broker or other agent from doing the same) and shall not issue any press releases whatsoever regarding the Subject Property at any time (whether prior to or after Closing), without the prior written consent of Seller in its reasonable discretion in each instance. Purchaser shall indemnify, defend and hold Seller harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorney's fees) asserted against or incurred by Seller as a result of any violation of, or failure to comply with this Section 27. The obligations in this Section 27 shall survive Closing or termination of this Agreement. 28. IRS Reporting Requirements. Seller and Purchaser acknowledge and agree that Section 6045(e) of the Internal Revenue Code of 1986 requires that notice of the sale and purchase of the Subject Property described in this Agreement, be provided to the Internal Revenue Service (the “IRS”) by preparation of and filing with the IRS of one or more IRS Form 1099-B; and further, Seller and Purchaser agree to furnish and provide the Title Company any and all information and documentation, including without limitation the Designation Agreement, that the Title Company may require in order for the Title Company to (a) comply with all instructions to the IRS Forms 1099-B in the preparation thereof, and (b) prepare and timely file with the IRS said IRS Forms 1099-B with respect to this transaction. 29. Attorneys’ Fees. If either party commences an action against the other to enforce this Agreement or because of the breach by either party of this Agreement, the prevailing party in such action shall be entitled to recover reasonable attorney fees, costs, and expenses (including expert fees and costs) incurred in connection with the prosecution or defense of such action, including any appeal, in addition to all other relief. 30. WAIVER OF TRIAL BY JURY. THE RESPECTIVE PARTIES HERETO SHALL AND HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 18 BROUGHT BY EITHER OF THE PARTIES HERETO AND AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR FOR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE OR OTHERWISE. 31. Calculation of Days. Unless otherwise specified herein, where the term of this Agreement require the calculation of days to determine performance or notice hereunder, the days shall be calendar days, provided that if the day calculated falls on a day that is not a business day, then the next business day shall be the date for performance or deadline. As used herein the term “business day” means any day of the week other than (a) Saturday and Sunday, and (b) a day on which the banking institutions in the State where the Subject Property is located are obligated to be closed to the transaction of normal banking business. 32. Limitation on Damages. Neither party to this Agreement is liable to the other for any consequential, special or punitive damages under this Agreement, including, without limitation, lost profits. 33. Electronic Signatures. Facsimile or signatures transmitted by electronic mail in so-called “PDF” format to this Agreement or any amendment thereto shall be valid and enforceable as original signatures. 34. Schedule and Exhibits. The following schedule and exhibits are made a part hereof, with the same force and effect as if specifically set forth herein: Schedule 1 - Due Diligence Materials Exhibit A - Legal Description –Land Exhibit B - Form of Escrow Agreement Exhibit C - Depiction of Access Easement [Signature Pages Follow] Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 S-1 IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the day and year first above written. SELLER: ENDEAVOR HOLDINGS LLC, a Minnesota limited liability company By: Its: Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 Authorized Signatory Joshua J. Budish S-2 IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the day and year first above written. PURCHASER: CITY OF EDEN PRAIRIE a Minnesota municipal corporation By: Ronald A. Case Its: Mayor By: Rick Getschow Its: City Manager Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 Schedule 1, Page 1 SCHEDULE 1 (List of Due Diligence Materials) 1. Survey from Existing Owner 2. Ramboll ESA from Existing Owner 3. HVAC Report from Existing Owner 4. Drawings of the existing building from the Existing Owner Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 Exhibit A, Page 1 EXHIBIT A (Legal Description –Land) (Legal Description to be Confirmed by Title Commitment) Real property in the City of Eden Prairie, County of Hennepin, State of Minnesota, described as follows: Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 Exhibit B, Page 1 EXHIBIT B (Form of Escrow Agreement) EARNEST MONEY ESCROW AGREEMENT THIS EARNEST MONEY ESCROW AGREEMENT (“Agreement”) is made as of _______________, 2024, by and between ENDEAVOR HOLDINGS LLC, a Minnesota limited liability company (“Seller”), the CITY OF EDEN PRAIRIE, a Minnesota political subdivision (“Purchaser”), and FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (“Escrow Agent”). RECITALS: A. By that certain Purchase Agreement dated as of October ___, 2025 (the “Purchase Agreement”), between Seller and Purchaser, Seller has agreed to sell to Purchaser and Purchaser has agreed to purchase from Seller all of Seller’s right, title and interest in and to the Subject Property, upon and subject to the terms and provisions set forth in the Purchase Agreement. Pursuant to the terms and provisions of the Purchase Agreement, Purchaser has agreed to deposit into escrow with Escrow Agent the sum in cash of One Hundred Thousand and No/100 U.S. Dollars ($100,000.00) (together with any interest earned thereon, the “Earnest Money”), to be held, invested and disbursed by Escrow Agent in accordance with the terms and conditions of this Agreement. B. Escrow Agent has agreed to act as escrow agent to hold, administer, invest and disburse the Earnest Money on the terms and conditions herein set forth. C. Unless otherwise provided herein, all capitalized words and terms used herein shall have the same meanings ascribed to such words and terms as in the Purchase Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Escrow Agent shall notify Seller and Purchaser in writing upon Escrow Agent’s receipt of the Initial Earnest Money and, if applicable pursuant to the terms of the Purchase Agreement, the Additional Earnest Money, from Purchaser. 2. Escrow Agent shall hold, administer and disburse the Earnest Money pursuant to this Agreement. Escrow Agent, in accordance with written instructions to it from time to time from Purchaser, shall invest, and from time to time reinvest, the Earnest Money as so instructed by Purchaser. 3. Purchaser shall provide a W-9 statement to Escrow Agent if Purchaser desires for the Deposit to be invested. 4. Escrow Agent shall not be responsible for any penalties or loss of interest or any delays in withdrawing funds which may be incurred upon withdrawal of the Earnest Money in accordance with instructions given hereunder except to the extent attributable to Escrow Agent’s gross negligence. No delay shall exist if funds are withdrawn and paid within three (3) business days after receipt of instructions. 5. (a) Upon not less than five (5) business days’ prior written notice executed by Seller and delivered to both Purchaser and Escrow Agent in accordance with Section 7 below, asserting that Seller is entitled to retain the Earnest Money pursuant to the terms of the Purchase Agreement, Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 Exhibit B, Page 2 Escrow Agent shall deliver the Earnest Money to Seller; provided, however, that if Purchaser shall, within said 5 business day period, deliver to Seller and Escrow Agent a written notice that Purchaser disputes Seller’s claim to the Earnest Money, Escrow Agent shall retain the Earnest Money until it receives written instructions executed by both Seller and Purchaser as to the disposition and disbursement of the Earnest Money, or until ordered by final court, decree or judgment in a proceeding in which Purchaser and Seller are parties, which is not subject to appeal, to deliver the Earnest Money to a particular party, in which event the Earnest Money shall be delivered in accordance with such notice, instruction, order, decree or judgment. (a) Upon not less than five (5) business days’ prior written notice executed by Purchaser and delivered to Seller and Escrow Agent in accordance with Section 7 below, asserting that Purchaser is entitled to the return of the Earnest Money pursuant to the terms of the Purchase Agreement, Escrow Agent shall deliver the Earnest Money to Purchaser; provided, however, that if Seller shall, within said 5 business day period, deliver to Purchaser and Escrow Agent a written notice that Seller dispute Purchaser’s claim or right to receive back the Earnest Money, Escrow Agent shall retain the Earnest Money until it receives written instructions executed by both Seller and Purchaser as to the disposition and disbursement of the Earnest Money, or until ordered by final court order, decree or judgment in which Purchaser and Seller are parties, which is not subject to appeal, to deliver the Earnest Money to a particular party, in which event the Earnest Money shall be delivered in accordance with such notice, instruction, order, decree or judgment. (b) Subject to the foregoing, this Agreement shall at all times be subject to the joint order of Seller and Purchaser and upon such joint order Escrow Agent shall deliver the Earnest Money as instructed by such joint order. 6. Seller and Purchaser shall each be responsible for payment of one-half of any escrow fee hereunder. Purchaser shall be responsible for payment of any investment fee. 7. Any notice or other communication in connection with this Agreement shall be in writing and shall be sent by United States Certified Mail, return receipt requested, postage prepaid, by nationally recognized overnight courier guarantee next day delivery, by email, or by personal delivery, properly addressed as follows: If to Seller: Endeavor Holdings LLC 200 Southdale Center Edina, MN 55435 Attn: Josh Budish Email: josh@endeavorshield.com with a copy to: Taft Stettinius & Hollister LLP 2200 IDS Center 80 South 8th Street Minneapolis, MN 55402 Attn: Patrick Lindmark Email: plindmark@taftlaw.com If to Purchaser: City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Attn: Robert Ellis, Public Works Director Email: rellis@edenprairie.org Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 Exhibit B, Page 3 with a copy to: Gregerson, Rosow, Johnson & Nilan, Ltd. 100 Washington Ave South, Suite 1550 Minneapolis, MN 55401 Attn: Margaret Neuville Email: mneuville@grjn.com If to Escrow Agent: First American Title Insurance Company 121 South 8th Street, Suite 1250 Minneapolis, MN 55402 Attn: Nicola Haapala Email: nhaapala@firstam.com All notices shall be deemed given three (3) business days following deposit in the United States mail with respect to certified or registered letters, one (1) business day following deposit if delivered to an overnight courier guaranteeing next day delivery and on the same day if sent by personal delivery or email. Attorneys for each party shall be authorized to give notices for each such party. Any 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. 8. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns under the Purchase Agreement. 9. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. In the event that any provision hereof shall be deemed illegal or unenforceable, said provision shall be severed herefrom and the remainder of this Agreement shall be enforced in accordance with the intentions of the parties as herein expressed. 10. This Agreement may not be amended or altered except by an instrument in writing executed by all the parties hereto. 11. Except as to deposits of funds for which Escrow Agent has received express written direction concerning investment or other handling, the parties hereto agree that the Escrow Agent shall invest the Earnest Money in Escrow Agent’s customary money market account; provided, however, nothing herein shall diminish Escrow Agent’s obligation to apply the full amount of the deposit together with interest thereon in accordance with the terms of these escrow trust instructions. 12. If any party shall bring suit against the other to enforce the terms of this Agreement, the losing party shall pay to the prevailing party the prevailing party’s costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred in enforcing this Agreement. 13. Facsimile or signatures transmitted by electronic mail in so-called “PDF” format to this Agreement or any amendment thereto shall be valid and enforceable as original signatures. [Signature Pages Follow] Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 Exhibit B, Page 4 IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have executed this Agreement as of the day and year first above written. SELLER: ENDEAVOR HOLDINGS LLC, a Minnesota limited liability company By: Its: Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 Joshua J. Budish Authorized Signatory 176666472v5 Exhibit B, Page 5 IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have executed this Agreement as of the day and year first above written. PURCHASER: CITY OF EDEN PRAIRIE a Minnesota municipal corporation By: Ronald A. Case Its: Mayor By: Rick Getschow Its: City Manager Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 Exhibit B, Page 6 IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have executed this Agreement as of the day and year first above written. ESCROW AGENT: FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation By: Its: Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3 176666472v5 Exhibit C, Page 1 EXHIBIT C (Legal Description and Depiction of Access Easement) That part of the Northwest quarter of the Northeast Quarter, all in Section 16, Township 116, Range 22, Hennepin County, Minnesota described as follows: Commencing at the Northwest corner of the Northwest Quarter of said Northeast Quarter; thence South 00 degrees 45 minutes 24 seconds West, assumed bearing along the North — South Quarter line of the Northwest Quarter of said Northeast Quarter, a distance of 684.81 feet to the point of beginning; thence South 88 degrees 57 minutes 03 seconds East, 30.00 feet; thence South 01 degrees 02 minutes 57 seconds West, 368.17 feet; thence South 37 degrees 48 minutes 16 seconds, 127.68 feet; thence North 89 degrees 06 minutes 55 seconds West, 110.10 feet; thence North 01 degree 02 minutes 57 seconds East, 467.92 feet to the point of beginning. Docusign Envelope ID: 6BE16E63-14C3-445C-994C-B6E3228E58E3